8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report  (date of earliest event reported):  July 22, 2004

SCP POOL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	0-26640	36-3943363
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

109 Northpark Boulevard, Covington, Louisiana	70433-5001
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:	(985) 892-5521

SCP POOL CORPORATION

Item 12.	Results of Operations and Financial Condition
	The following information is being provided under Form 8-K Item 12 and should not be deemed incorporated by reference by any general statement incorporating by reference this Current Report on Form 8-K into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates this information by reference, and none of this information should be deemed "filed" under such acts.
	On July 22, 2004, SCP Pool Corporation, a Delaware corporation, issued a press release announcing its second quarter 2004 earnings results.
	A copy of the press release is included herein as Exhibit 99.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on July 22, 2004.

SCP POOL CORPORATION

By:  /s/ Craig K. Hubbard

Craig K. Hubbard

Chief Financial Officer, Treasurer
and Secretary

EX-99

EXHIBIT 99

Craig K. Hubbard
Chief Financial Officer
985.801.5117
craig.hubbard@scppool.com

FOR IMMEDIATE RELEASE

SCP POOL CORPORATION REPORTS RECORD SECOND QUARTER RESULTS

26% EARNINGS PER SHARE INCREASE

COVINGTON, La. (July 22, 2004) – SCP Pool Corporation (the “Company” or “POOL”) (Nasdaq/NM: POOL) today reported record results for the second quarter of 2004.

Earnings per share for the second quarter of 2004 increased 26% to $1.16 per diluted share on net income of $43.6 million, compared to $0.92 per diluted share on net income of $34.0 million in the second quarter last year.

Net sales for the three months ended June 30, 2004 increased $72.3 million, or 17%, to $504.2 million, compared to $431.9 million in the second quarter of 2003. Base business sales growth of 12% contributed $51.4 million to the increase, while acquired service centers accounted for the remaining increase. The increase in base business sales is primarily due to the growth in the installed base of swimming pools and the Company’s execution of its sales and service programs coupled with growth in complementary product sales.

Gross profit for the three months ended June 30, 2004 increased $24.3 million, or 20%, to $145.2 million from $120.9 million in the same period in 2003. This increase was primarily due to the increase in net sales. Gross profit as a percentage of net sales (gross margin) increased 80 basis points to 28.8% in the second quarter of 2004 from 28.0% in the comparable 2003 period. The base business gross margin improved 110 basis points primarily due to improved selling and purchasing practices.

Operating expenses in the second quarter of 2004 increased $8.9 million, or 14%, to $72.6 million from $63.7 million in the second quarter of 2003. Operating expenses as a percentage of net sales decreased 30 basis points to 14.4% in 2004 from 14.7% in 2003. Base business operating expenses as a percentage of net sales decreased 30 basis points to 14.2% in 2004 from 14.5% in 2003. This decrease was primarily due to a decrease in payroll expense as a percentage of net sales as headcount increased only slightly between periods while net sales increased 17%.

“Our continued improvement in the execution of our sales and service programs, which have progressively added more value to our customers and suppliers, is the principle reason for our success in what would otherwise be an “average” pool year. We believe there is significant potential for continuing to add value and to improve our execution for many years into the future,” commented Manuel Perez de la Mesa, President and CEO.

Net sales for the six months ended June 30, 2004 increased $110.5 million, or 18%, to $738.8 million, compared to $628.3 million in the comparable 2003 period. Base business sales growth of 13% contributed $81.2 million to the increase, while acquired service centers and locations consolidated with acquired service centers accounted for the remaining increase. Gross margin increased 90 basis points to 28.5% in the first six months of 2004 from 27.6% for the same period last year while base business gross margin increased 100 basis points between periods. Operating income for the first six months of 2004 increased 32% to $80.3 million, or 10.9% of net sales, compared to operating income of $60.7 million, or 9.7% of net sales in the same period last year. Earnings per share for the first six months increased 32% to $1.27 per diluted share on net income of $47.7 million, compared to $0.96 per diluted share on net income of $35.4 million in the comparable 2003 period.

POOL Reports Record Second Quarter Results
Page 2
July 22, 2004

Cash used in operating activities was $41.2 million in the first six months of 2004 compared to cash provided by operations of $8.1 million in the same period in 2003. The use of cash is primarily due to the accelerated payment of inventory purchases as days payable outstanding decreased 15 days while the Company captured a 35% increase in term discounts between periods. The balance of cash used in operations is due to a 13% increase in accounts receivable and an 11% increase in inventory between periods, both of which are consistent with the 18% increase in net sales.

Wilson B. Sexton, Chairman, added, “the Board continues to be excited by POOL’s initiatives to grow the industry and further its value to its customers and suppliers, the execution of which has continued to generate strong financial results.”

At June 30, 2004, 192 service centers were included in the base business calculations, and six service centers were excluded because they were acquired within the last 15 months.

SCP Pool Corporation is the world’s largest wholesale distributor of swimming pool supplies and related products. As of July 22, 2004, POOL distributes more than 91,000 national brand and private label products to roughly 48,000 customers through 198 service centers in North America and Europe. For more information about POOL, please visit www.scppool.com.

This news release may include “forward-looking” statements that involve risk and uncertainties. The forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially due to a variety of factors, including the sensitivity of the swimming pool supply business to weather conditions and other risks detailed in POOL’s 2003 Form 10-K and subsequent Form 10-Q filed with the Securities and Exchange Commission.

POOL Reports Record Second Quarter Results
Page 3
July 22, 2004

Consolidated Statements of Income
(Unaudited)	Three Months Ended				Six Months Ended
(In thousands, except per share data)	June 30,				June 30,
	2004		2003		2004		2003
Net sales	$     504,177		$     431,885		$     738,825		$     628,273
Cost of sales	358,962		311,023		528,578		454,888
Gross profit	145,215		120,862		210,247		173,385
Percent	28.8	%	28.0	%	28.5	%	27.6	%
Selling and administrative expenses	72,626		63,673		129,986		112,676
Operating income	72,589		57,189		80,261		60,709
Percent	14.4	%	13.2	%	10.9	%	9.7	%
Interest expense	1,122		1,514		2,105		2,599
Income before income taxes	71,467		55,675		78,156		58,110
Provision for income taxes	27,872		21,712		30,481		22,663
Net income	$       43,595		$      33,963		$      47,675		$      35,447
Earnings per share
Basic	$       1.23		$       0.96		$       1.35		$       1.00
Diluted	$       1.16		$       0.92		$       1.27		$       0.96
Weighted average shares outstanding
Basic	35,375		35,309		35,443		35,326
Diluted	37,585		36,994		37,593		36,929
Cash dividends declared per common share	$       0.10		$       --		$       0.10		$       --

POOL Reports Record Second Quarter Results
Page 4
July 22, 2004

Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)		June 30,		June 30,
		2004		2003
Assets
Current assets
Cash and cash equivalents	$	21,124	$	32,185
Receivables, net		51,006		36,750
Receivables pledged under securitization agreement		146,677		138,224
Product inventories, net		219,711		197,558
Prepaid expenses		9,494		5,797
Deferred income taxes		1,818		1,359
Total current assets		449,830		411,873
Property and equipment, net		25,499		23,870
Goodwill		112,488		108,536
Intangible assets, net		12,589		7,181
Other assets, net		1,626		2,456
Total assets	$	602,032	$	553,916
Liabilities and stockholders’ equity
Current liabilities
Accounts payable		144,029		156,695
Accrued and other current liabilities		50,276		48,606
Short-term financing		100,000		90,000
Current portion of long-term debt		53,980		885
Total current liabilities		348,285		296,186
Deferred income taxes		20,890		12,568
Long-term debt, less current portion		3,344		65,529
Other long-term liabilities		4,442		3,542
Total stockholders’ equity		225,071		176,091
Total liabilities and stockholders’ equity	$	602,032	$	553,916

1. The allowance for doubtful accounts (AFDA) was $3.7 million in 2004 and $3.6 million in 2003. The AFDA represented 98% and 96% of the accounts receivable greater than 60 days past due in June 2004 and June 2003, respectively.

2. The inventory reserve was $3.6 million in June 2004 and $4.0 million in June 2003. The fastest moving inventory classes (classes 1-3) increased to 71.2% of total inventory in June 2004 compared to 66.9% of total inventory in June 2003.

POOL Reports Record Second Quarter Results
Page 5
July 22, 2004

Condensed Consolidated Statements of Cash Flows
(Unaudited)		Six Months Ended
(In thousands)		June 30,
		2004			2003
Operating activities
Net income	$	47,675		$	35,447
Adjustments to reconcile net income to net cash
provided by (used in) operating activities		4,823			5,330
Changes in operating assets and liabilities,
net of effects of acquisitions
Receivables		(113,673	)		(101,749	)
Product inventories		(26,305	)		(11,616	)
Accounts payable		25,717			60,352
Other		20,596			20,377
Net cash provided by (used in) operating activities		(41,167	)		8,141
Investing activities
Acquisition of businesses, net of cash acquired		(348	)		(3,355	)
Purchase of property and equipment, net of sale proceeds		(3,919	)		(4,955	)
Net cash used in investing activities		(4,267	)		(8,310	)
Financing activities
Proceeds from revolving line of credit		169,640			98,900
Payments on revolving line of credit		(155,910	)		(160,435	)
Proceeds from asset-backed financing		66,522			90,000
Payments on asset-backed financing		(8,940	)		—
Proceeds from other long-term debt		—			1,889
Payments on other long-term debt		(310	)		—
Payments on other short-term debt		—			(2,100	)
Issuance of common stock under stock option plans		3,713			1,347
Payment of cash dividends		(3,528	)		—
Purchase of treasury stock		(18,225	)		(3,336	)
Net cash provided by financing activities		52,962			26,265
Effect of exchange rate changes on cash		784			957
Change in cash and cash equivalents		8,312			27,053
Cash and cash equivalents at beginning of period		12,812			5,132
Cash and cash equivalents at end of period	$	21,124		$	32,185

POOL Reports Record Second Quarter Results
Page 6
July 22, 2004

Addendum

(In thousands)		Base Business					Acquired Service Centers						Total
(Unaudited)		Three Months					Three Months						Three Months
		Ended					Ended						Ended
		June 30,					June 30,						June 30,
		2004			2003			2004			2003			2004			2003
Net sales	$	479,441		$	428,085		$	24,736		$	3,800		$	504,177		$	431,885
Gross profit		138,826			119,490			6,389			1,372			145,215			120,862
Gross margin		29.0	%		27.9	%		25.8	%		36.1	%		28.8	%		28.0	%
Selling and operating expenses		67,971			62,254			4,655			1,419			72,626			63,673
Expenses as a % of net sales		14.2	%		14.5	%		18.8	%		37.3	%		14.4	%		14.7	%
Operating income (loss)		70,855			57,236			1,734			(47	)		72,589			57,189
Operating margin		14.8	%		13.4	%		7.0	%		(1.2	)%		14.4	%		13.2	%

(In thousands)		Base Business					Acquired and Consolidated						Total
(Unaudited)		Six Months					Six Months						Six Months
		Ended					Ended						Ended
		June 30,					June 30,						June 30,
		2004			2003			2004			2003			2004			2003
Net sales	$	700,989		$	619,771		$	37,836		$	8,502		$	738,825		$	628,273
Gross profit		200,528			170,789			9,719			2,596			210,247			173,385
Gross margin		28.6	%		27.6	%		25.7	%		30.5	%		28.5	%		27.6	%
Selling and operating expenses		119,823			108,436			10,163			4,240			129,986			112,676
Expenses as a % of net sales		17.1	%		17.5	%		26.9	%		49.9	%		17.6	%		17.9	%
Operating income (loss)		80,705			62,353			(444	)		(1,644	)		80,261			60,709
Operating margin		11.5	%		10.1	%		(1.2	)%		(19.3	)%		10.9	%		9.7	%

We calculate base business growth by excluding the following service centers from the calculation for 15 months:

• Service centers acquired;
• Service centers consolidated with acquired service centers; and
• New service centers opened in new markets.

POOL Reports Record Second Quarter Results
Page 7
July 22, 2004

Additionally, we allocate overhead expenses to the base business by considering base business net sales as a percentage of total net sales.

The effect of service center acquisitions and consolidations in the tables above includes the operations of the following:

• Service centers consolidated with Fort Wayne locations – January and February 2003 and January and February 2004
• Les Industries R.P., Inc – January through June 2004 and May through June 2003
• SCP Mexico S.A. de C.V. – January through June 2004
• Sud Ouest Filtration – January through June 2004
• Distribution division of Litehouse Products — January through June 2004
• SCP Pool Distributors Spain, S.L. – January through June 2004