8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) April 19, 2006

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.  

The following information is being provided under Form 8-K Item 2.02 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 April 19, 2006, SCP Pool Corporation, a Delaware corporation, issued a press release announcing its May 17, 2006 investor day in Riverside, CA and providing guidance on the impact of stock option expensing.

A copy of the press release is included herein as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.  

On April 19, 2006, SCP Pool Corporation issued the press release included herein as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

    (c) Exhibits

99.1   Press release issued by SCP Pool Corporation on April 19, 2006, announcing its May 17, 2006 investor day in Riverside, CA and providing guidance on the impact of stock option expensing.

SIGNATURES

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.

SCP POOL CORPORATION

By:       /s/ Mark W. Joslin

            Mark W. Joslin

            Vice President and Chief Financial Officer

Dated: April 19, 2006

EX-99

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

SCP POOL CORPORATION
ANNOUNCES INVESTOR DAY
AND
PROVIDES GUIDANCE ON THE IMPACT OF STOCK OPTION EXPENSING

_____________________________

COVINGTON, La. (April 19, 2006) – SCP Pool Corporation (the “Company” or “POOL”) (Nasdaq/NM: POOL) today announced that it will host an Investor Day in Riverside, CA on May 17, 2006 at its pool and irrigation distribution centers.  The investor day is by invitation only.  Presentation slides will be available on the Company’s website on the day of the event.

Separately, POOL announced that it has adopted Statement of Financial Accounting Standards (SFAS) 123(R) – Share-Based Payment. In accordance with SFAS 123(R), and in order to provide a consistent year-to-year comparison of financial results, the Company has elected the modified retrospective transition method and has adjusted prior period financial statements to reflect the impact of share-based compensation expenses. Adjusted historical income statements are attached as exhibits to this release.

In addition, the Company has calculated the expected impact of the adoption of SFAS 123(R) on 2006 results and now projects the impact to be $0.08 per diluted share, two cents more than the $0.06 per diluted share previously disclosed by the Company. The Company has also updated the expected distribution of this additional expense by quarter from an even $0.015 per quarter as previously communicated to $0.023, $0.021, $0.017 and $0.018 per quarter for the first to fourth quarters, respectively. The additional first quarter and full year expense over previous guidance and prior years is primarily due to a provision in SFAS 123(R) requiring the acceleration of stock option expense for options issued to retirement eligible employees. The Company’s annual earnings guidance is unchanged from what was provided in February 2006.

SCP Pool Corporation is the largest wholesale distributor of swimming pool and related backyard products. Currently, POOL operates 253 service centers in North America and Europe, through which it distributes more than 100,000 national brand and private label products to roughly 68,000 wholesale customers. For more information about POOL, please visit www.poolcorp.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 2005 Form 10-K filed with the Securities and Exchange Commission.

CONTACT:

Craig K. Hubbard
Treasurer
985.801.5117
craig.hubbard@poolcorp.com

EXHIBIT A

SCP Pool Corporation
Consolidated Statements of Income – As Adjusted for 123(R)
(In thousands, except per share data)
(Unaudited)

	As Adjusted for the Fiscal Year Ended December 31,
	2005			2004			2003
Net sales	$	1,552,659		$	1,310,853		$	1,155,832
Cost of sales		1,120,211			940,019			840,694
Gross profit		432,448			370,834			315,138
Selling and administrative expenses		297,085			262,679			231,144
Operating income		135,363			108,155			83,994
Interest expense, net		6,434			3,855			4,669
Income before income taxes and equity earnings		128,929			104,300			79,325
Provision for income taxes		49,941			40,894			31,076
Equity earnings in unconsolidated investments, net		1,467			--			--
Net income	$	80,455		$	63,406		$	48,249
Earnings per share:
Basic	$	1.53		$	1.20		$	0.91
Diluted	$	1.45		$	1.13		$	0.87
Weighted average shares outstanding:
Basic		52,445			52,838			53,058
Diluted		55,412			55,911			55,269
Impact of Stock-Based Compensation Adjustment On:
Selling and administrative expenses	$	4,894		$	5,439		$	4,032
Income before income taxes and equity earnings	$	(4,894	)	$	(5,439	)	$	(4,032	)
Provision for income taxes	$	(1,728	)	$	(1,904	)	$	(1,433	)
Net Income	$	(3,166	)	$	(3,535	)	$	(2,599	)
Earnings per share:
Basic	$	(0.060	)	$	(0.067	)	$	(0.049	)
Diluted	$	(0.051	)	$	(0.058	)	$	(0.039	)
Diluted weighted average shares outstanding		(222	)		(228	)		(504	)

EXHIBIT B

SCP Pool Corporation
Consolidated Statements of Income – As Adjusted for 123(R)
(In thousands, except per share data)
(Unaudited)

	Quarterly Results As Adjusted for
	the Fiscal Year Ended December 31, 2005
	Q1			Q2			Q3			Q4
Net sales	$	265,161		$	563,978		$	423,729		$	299,791
Cost of sales		193,210			401,297			309,124			216,580
Gross profit		71,951			162,681			114,605			83,211
Selling and administrative expenses		61,695			81,292			73,174			80,923
Operating income		10,256			81,389			41,431			2,288
Interest expense, net		1,080			1,905			1,331			2,118
Income before income taxes and equity earnings		9,176			79,484			40,100			170
Provision for income taxes		3,592			30,717			15,491			141
Equity earnings (loss) in unconsolidated investments, net		(1,482	)		1,942			1,912			(905	)
Net income (loss)	$	4,102		$	50,709		$	26,521		$	(876	)
Earnings (loss) per share(1):
Basic	$	0.08		$	0.97		$	0.50		$	(0.02	)
Diluted	$	0.07		$	0.91		$	0.47		$	(0.02	)
Weighted average shares outstanding:
Basic		52,273			52,491			52,699			52,308
Diluted		55,477			55,782			55,945			52,308
Impact of Stock-Based Compensation Adjustment On:
Selling and administrative expenses	$	1,045		$	1,406		$	962		$	1,480
Income before income taxes and equity earnings	$	(1,045	)	$	(1,406	)	$	(962	)	$	(1,480	)
Provision for income taxes	$	(394	)	$	(475	)	$	(363	)	$	(496	)
Net Income (loss)	$	(651	)	$	(931	)	$	(599	)	$	(984	)
Earnings (loss) per share(1):
Basic	$	(0.012	)	$	(0.018	)	$	(0.011	)	$	(0.019	)
Diluted	$	(0.012	)	$	(0.017	)	$	(0.011	)	$	(0.019	)
Diluted weighted average shares outstanding(2)		(17	)		19			56			(3,020	)

_________________

(1) The sum of earnings per share for each of the quarters may not equal the total earnings per share for the annual period due to rounding differences or because of a difference in the way that in-the-money stock options are considered from quarter to quarter for diluted earnings per share under the requirements of SFAS 128, Earnings per Share.

(2) The adjustment for stock option expense in the fourth quarter 2005 changed the reported net income for the period to a net loss. As such, this change reflects the difference between the as reported diluted weighted average shares outstanding and the basic weighted average shares outstanding.

EXHIBIT C

SCP Pool Corporation
Consolidated Statements of Income – As Adjusted for 123(R)
(In thousands, except per share data)
(Unaudited)

	Quarterly Results As Adjusted for
	the Fiscal Year Ended December 31, 2004
	Q1			Q2			Q3			Q4
Net sales	$	234,648		$	504,177		$	362,091		$	209,937
Cost of sales		169,616			358,962			257,908			153,533
Gross profit		65,032			145,215			104,183			56,404
Selling and administrative expenses		58,682			74,305			68,275			61,417
Operating income		6,350			70,910			35,908			(5,013	)
Interest expense, net		983			1,122			868			882
Income (loss) before income taxes and equity earnings		5,367			69,788			35,040			(5,895	)
Provision (benefit) for income taxes		2,109			27,344			13,680			(2,239	)
Equity earnings in unconsolidated investments, net		--			--			--			--
Net income (loss)	$	3,258		$	42,444		$	21,360		$	(3,656	)
Earnings (loss) per share(1):
Basic	$	0.06		$	0.80		$	0.40		$	(0.07	)
Diluted	$	0.06		$	0.76		$	0.38		$	(0.07	)
Weighted average shares outstanding:
Basic		53,264			53,063			52,847			52,179
Diluted		56,031			56,127			55,995			52,179
Impact of Stock-Based Compensation Adjustment On:
Selling and administrative expenses	$	1,322		$	1,679		$	1,041		$	1,397
Income (loss) before income taxes and equity earnings	$	(1,322	)	$	(1,679	)	$	(1,041	)	$	(1,397	)
Provision (benefit) for income taxes	$	(500	)	$	(528	)	$	(391	)	$	(485	)
Net Income (loss)	$	(822	)	$	(1,151	)	$	(650	)	$	(912	)
Earnings (loss) per share(1):
Basic	$	(0.015	)	$	(0.022	)	$	(0.012	)	$	(0.017	)
Diluted	$	(0.014	)	$	(0.017	)	$	(0.010	)	$	(0.017	)
Diluted weighted average shares outstanding		(358	)		(251	)		(180	)		--

_________________

(1) The sum of earnings per share for each of the quarters may not equal the total earnings per share for the annual period due to rounding differences or because of a difference in the way that in-the-money stock options are considered from quarter to quarter for diluted earnings per share under the requirements of SFAS 128, Earnings per Share.

EXHIBIT D

SCP Pool Corporation
Consolidated Statements of Income – As Adjusted for 123(R)
(In thousands, except per share data)
(Unaudited)

	Quarterly Results As Adjusted for
	the Fiscal Year Ended December 31, 2003
	Q1			Q2			Q3			Q4
Net sales	$	196,388		$	431,885		$	337,611		$	189,949
Cost of sales		143,865			311,023			245,454			140,352
Gross profit		52,523			120,862			92,157			49,597
Selling and administrative expenses		50,127			64,897			61,471			54,649
Operating income (loss)		2,396			55,965			30,686			(5,052	)
Interest expense, net		1,085			1,514			1,063			1,007
Income (loss) before income taxes and equity earnings		1,311			54,451			29,623			(6,059	)
Provision (benefit) for income taxes		525			21,282			11,565			(2,295	)
Equity earnings in unconsolidated investments, net		--			--			--			--
Net income (loss)	$	786		$	33,169		$	18,058		$	(3,764	)
Earnings (loss) per share(1):
Basic	$	0.01		$	0.63		$	0.34		$	(0.07	)
Diluted	$	0.01		$	0.60		$	0.33		$	(0.07	)
Weighted average shares outstanding:
Basic		53,017			52,963			53,075			53,179
Diluted		54,538			54,920			55,516			53,179
Impact of Stock-Based Compensation Adjustment On:
Selling and administrative expenses	$	1,124		$	1,224		$	534		$	1,150
Income (loss) before income taxes and equity earnings	$	(1,124	)	$	(1,224	)	$	(534	)	$	(1,150	)
Provision (benefit) for income taxes	$	(426	)	$	(430	)	$	(196	)	$	(380	)
Net Income (loss)	$	(698	)	$	(794	)	$	(338	)	$	(770	)
Earnings (loss) per share(1):
Basic	$	(0.013	)	$	(0.015	)	$	(0.006	)	$	(0.014	)
Diluted	$	(0.012	)	$	(0.008	)	$	(0.004	)	$	(0.014	)
Diluted weighted average shares outstanding		(757	)		(571	)		(415	)		--

_________________

(1) The sum of earnings per share for each of the quarters may not equal the total earnings per share for the annual period due to rounding differences or because of a difference in the way that in-the-money stock options are considered from quarter to quarter for diluted earnings per share under the requirements of SFAS 128, Earnings per Share.