0000945841false00009458412024-07-252024-07-25

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) July 25, 2024
______________

POOL CORPORATION
(Exact name of registrant as specified in its charter)
  
Delaware0-2664036-3943363
(State or other jurisdiction of(Commission File Number)(IRS Employer
incorporation or organization)Identification No.)
  
109 Northpark Boulevard,
Covington,Louisiana 70433-5001
(Address of principal executive offices)(Zip Code)
(985) 892-5521
(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per sharePOOLNasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



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 July 25, 2024, Pool Corporation, a Delaware corporation, issued a press release reporting second quarter results.

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

Item 7.01 Regulation FD Disclosure.

On July 25, 2024, Pool Corporation issued the press release included herein as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
Press Release issued by Pool Corporation on July 25, 2024, reporting second quarter results.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
POOL CORPORATION
By: /s/ Melanie Housey Hart
       Melanie Housey Hart
       Vice President and Chief Financial Officer
 


Dated: July 25, 2024

               
 




image1a.jpg
Exhibit 99.1

FOR IMMEDIATE RELEASE
POOL CORPORATION REPORTS SECOND QUARTER RESULTS

Highlights

•Strong maintenance revenues contributed to Q2 2024 net sales of $1.8 billion
•Solid, seasonal gross margin of 30.0%, reflecting recurring revenue contributions
•Operating income of $271.5 million and operating margin of 15.3%
•Q2 2024 diluted EPS of $4.99 or $4.98 without tax benefits
•Confirms annual earnings guidance range of $11.05 - $11.45 per diluted share
______________________

COVINGTON, LA. (July 25, 2024) – Pool Corporation (Nasdaq/GSM:POOL) today reported results for the second quarter of 2024.
“The demand for maintenance products supported a solid quarter given the trend for lower consumer spending on high dollar discretionary items. Our second quarter net sales of $1.8 billion, down 5% from the second quarter of 2023, showed an improving trend from the decrease of 7% that we saw in the first quarter of 2024. Slightly better than expected sales in the last week of June improved our sales for the first half of the year to a 6% decline compared to the around 6.5% highlighted in our June 24th release. Gross margin of 30.0% reflects the structural improvements we are making in our business to expand margin, particularly considering the lower contribution from building materials product sales during the second quarter of 2024. Looking ahead, our team is focused on providing an exceptional customer experience and, with our strong balance sheet, we remain committed to our strategic growth investments, capacity creation efforts and innovation,” commented Peter D. Arvan, president and CEO.
Second quarter ended June 30, 2024 compared to the second quarter ended June 30, 2023
Net sales decreased 5% in the second quarter of 2024 to $1.8 billion compared to $1.9 billion in the second quarter of 2023. Base business results approximated consolidated results for the period. Sales of recurring maintenance products, such as chemicals, parts and repair items, continued to perform well. Lower spending on discretionary products used in remodeling and new pool construction reflected consumer hesitancy. We saw an overall net 1% positive pricing impact on sales. In addition, sales benefited from an approximately 2% to 3% realization on product cost increases for equipment, offset by lower realized net price on other products and some commodity pricing headwinds.
Gross profit decreased 7% to $530.1 million in the second quarter of 2024 from $567.8 million in the same period of 2023. Gross margin of 30.0% decreased 60 basis points compared to 30.6% in the second quarter of 2023 as our prior year gross margin benefited from sales of a larger amount of lower cost strategically-purchased inventory. Our current year gross margin also reflected product mix impacts, including lower sales of higher margin building materials.
Selling and administrative expenses (operating expenses) increased 7% to $258.7 million in the second quarter of 2024 compared to $240.8 million in the second quarter of 2023. In the second quarter, we increased spend due to the expansion of our network and our technology initiatives. We expect that year-over-year comparative expense increases will moderate in the third and fourth quarters of 2024. Through July, we have completed eight of our ten projected new sales center openings and have made significant headway with our technology tools. As a percentage of net sales, operating expenses increased to 14.6% in the second quarter of 2024 compared to 13.0% in the same period of 2023.
Operating income in the second quarter of 2024 decreased 17% to $271.5 million from $327.0 million in 2023. Operating margin was 15.3% in the second quarter of 2024 compared to 17.6% in the second quarter of 2023.
Interest and other non-operating expenses, net for the second quarter of 2024 decreased $2.8 million compared to the second quarter of 2023, primarily due to a decrease in average debt between periods.


We recorded a $0.4 million tax benefit from Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting, in the quarter ended June 30, 2024, compared to a tax benefit of $0.6 million realized in the same period of 2023. This resulted in a $0.01 per diluted share tax benefit in the second quarter of 2024 compared to a $0.02 per diluted share tax benefit realized in the same period of 2023.
Net income decreased 17% to $192.4 million in the second quarter of 2024 compared to $232.3 million in the second quarter of 2023. Earnings per diluted share decreased 16% to $4.99 in the second quarter of 2024 compared to $5.91 in the same period of 2023. Without the impact from ASU 2016-09 in both periods, earnings per diluted share decreased 15% to $4.98 compared to $5.89 in the second quarter of 2023.
Six months ended June 30, 2024 compared to the six months ended June 30, 2023
Net sales for the six months ended June 30, 2024 declined 6% to $2.9 billion from $3.1 billion in the six months ended June 30, 2023. Base business results approximated consolidated results for the period. Gross margin declined 50 basis points to 30.1% from 30.6% in the same period last year.
Operating expenses for the six months ended June 30, 2024 increased 5% to $488.5 million compared to $464.8 million for the same period in 2023. Operating income for the six months ended June 30, 2024 decreased 20% to $380.2 million compared to $472.8 million in the same period last year. Operating margin for the six months ended June 30, 2024 was 13.2% compared to 15.4% for the six months ended June 30, 2023.
Interest and other non-operating expenses, net for the first six months of 2024 decreased $5.3 million compared to the same period last year, primarily due to a decrease in average debt between periods.
Net income for the six months ended June 30, 2024 decreased 19% to $271.3 million compared to $333.9 million for the six months ended June 30, 2023. We recorded a $7.8 million, or $0.20 per diluted share, tax benefit from ASU 2016-09 in the six months ended June 30, 2024 compared to a $5.4 million, or $0.14 per diluted share, tax benefit in the same period of 2023.
Earnings per diluted share decreased 17% to $7.03 in the first six months of 2024 compared to $8.48 in the same period of 2023. Without the impact from ASU 2016-09 in both periods, earnings per diluted share was $6.83 in the first six months of 2024 compared to $8.34 in the same period of 2023.
Balance Sheet and Liquidity
Total net receivables, including pledged receivables, trended in line with net sales activity at June 30, 2024 compared to June 30, 2023. Our inventory management efforts executed over the first half of the year reduced our inventory levels compared to June 30, 2023 by $97.3 million, or 7%, to $1.3 billion. Total debt outstanding was $1.1 billion at June 30, 2024, down $68.0 million from June 30, 2023.

As expected, net cash provided by operations decreased to $172.1 million in the first six months of 2024 compared to $376.8 million in the first six months of 2023, impacted by decreases in working capital and lower net income. Adjusted EBITDA decreased 18% to $411.8 million for the six months ended June 30, 2024 compared to $502.6 million last year.
Outlook
“With our seasonally significant second quarter behind us, we are confirming our earnings guidance range of $11.05 to $11.45 per diluted share, including the additional $0.01 tax benefit recognized in the second quarter. I am proud of the results delivered by the POOLCORP team as they navigate challenging market and industry conditions. Our management team’s experience, knowledge and talents, matched with disciplined execution, will continue producing solid results for the year and into the future. As we head into the second half of 2024, we are confident in the long-term growth opportunities of the outdoor living industry. We expect that our substantial capital strength, operating efficiency, differentiated customer service value proposition and vast sales center network will provide exceptional returns to our shareholders over the long-term,” said Arvan.
2


Non-GAAP Financial Measures
This press release contains certain non-GAAP measures (adjusted EBITDA and adjusted diluted EPS). See the addendum to this release for definitions of our non-GAAP measures and reconciliations of our non-GAAP measures to GAAP measures.
About Pool Corporation
POOLCORP is the world’s largest wholesale distributor of swimming pool and related backyard products. POOLCORP operates 445 sales centers in North America, Europe and Australia, through which it distributes more than 200,000 products to roughly 125,000 wholesale customers. For more information, please visit www.poolcorp.com.
Forward-Looking Statements
This news release includes “forward-looking” statements that involve risks and uncertainties that are generally identifiable through the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” “should,” “will,” “may,” and similar expressions and include projections of earnings. The forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date of this release, and we undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur. Actual results may differ materially due to a variety of factors, including the sensitivity of our business to weather conditions; changes in economic conditions, consumer discretionary spending, the housing market, inflation or interest rates; our ability to maintain favorable relationships with suppliers and manufacturers; the extent to which home-centric trends will continue to moderate or reverse; competition from other leisure product alternatives or mass merchants; our ability to continue to execute our growth strategies; changes in the regulatory environment; new or additional taxes, duties or tariffs; excess tax benefits or deficiencies recognized under ASU 2016-09 and other risks detailed in POOLCORP’s 2023 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other reports and filings filed with the Securities and Exchange Commission (SEC) as updated by POOLCORP's subsequent filings with the SEC.

Investor Relations Contacts:

Kristin S. Byars
985.801.5153
kristin.byars@poolcorp.com

Curtis J. Scheel
985.801.5341
curtis.scheel@poolcorp.com

3


POOL CORPORATION
Consolidated Statements of Income
(Unaudited)
(In thousands, except per share data)

Three Months EndedSix Months Ended
June 30,June 30,
 2024202320242023
Net sales$1,769,784 $1,857,363 $2,890,594 $3,064,138 
Cost of sales1,239,643 1,289,580 2,021,894 2,126,599 
Gross profit530,141 567,783 868,700 937,539 
Percent30.0 %30.6 %30.1 %30.6 %
Selling and administrative expenses258,660 240,774 488,499 464,758 
Operating income271,481 327,009 380,201 472,781 
Percent15.3 %17.6 %13.2 %15.4 %
Interest and other non-operating expenses, net14,044 16,892 27,463 32,728 
Income before income taxes and equity in earnings257,437 310,117 352,738 440,053 
Provision for income taxes65,058 77,987 81,531 106,260 
Equity in earnings of unconsolidated investments, net60 120 117 156 
Net income $192,439 $232,250 $271,324 $333,949 
Earnings per share attributable to common stockholders: (1)
    
Basic$5.02 $5.95 $7.07 $8.55 
Diluted$4.99 $5.91 $7.03 $8.48 
Weighted average common shares outstanding:    
Basic38,124 38,837 38,164 38,857 
Diluted38,325 39,115 38,399 39,155 
Cash dividends declared per common share$1.20 $1.10 $2.30 $2.10 

(1)    Earnings per share under the two-class method is calculated using net income attributable to common stockholders (net income reduced by earnings allocated to participating securities), which was $191.4 million and $231.0 million for the three months ended June 30, 2024 and June 30, 2023, respectively, and $269.9 million and $332.2 million for the six months ended June 30, 2024 and June 30, 2023, respectively. Participating securities excluded from weighted average common shares outstanding were 208,000 and 205,000 for the three months ended June 30, 2024 and June 30, 2023, respectively, and 206,000 and 209,000 for the six months ended June 30, 2024 and June 30, 2023, respectively.
4


POOL CORPORATION
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
June 30,June 30,
Change
20242023
$
%
Assets
Current assets:
Cash and cash equivalents
$
96,894 
$
53,225 
$
43,66982
%
Receivables, net (1)
169,849 203,459 (33,610)(17)
Receivables pledged under receivables facility
407,680 427,491 (19,811)(5)
Product inventories, net (2)
1,295,600 1,392,886 (97,286)(7)
Prepaid expenses and other current assets
35,789 19,994 15,79579
Total current assets
2,005,812 2,097,055 (91,243)(4)
Property and equipment, net
241,871 209,541 32,33015
Goodwill
699,686 699,918 (232)—
Other intangible assets, net
294,684 302,444 (7,760)(3)
Equity interest investments
1,399 1,278 1219
Operating lease assets
313,840 279,468 34,37212
Other assets
83,622 90,875 (7,253)(8)
Total assets
$
3,640,914 
$
3,680,579 
$
(39,665)(1)
%
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable
$
515,645 
$
485,100 
$
30,5456
%
Accrued expenses and other current liabilities
152,978 170,658 (17,680)(10)
Short-term borrowings and current portion of long-term debt
44,726 36,219 8,50723
Current operating lease liabilities
94,024 79,763 14,26118
Total current liabilities
807,373 771,740 35,6335
Deferred income taxes
67,595 58,151 9,44416
Long-term debt, net
1,071,827 1,148,367 (76,540)(7)
Other long-term liabilities
44,135 39,236 4,89912
Non-current operating lease liabilities
226,315 204,553 21,76211
Total liabilities
2,217,245 2,222,047 (4,802)—
Total stockholders’ equity
1,423,669 1,458,532 (34,863)(2)
Total liabilities and stockholders’ equity
$
3,640,914 
$
3,680,579 
$
(39,665)(1)
%

(1)The allowance for doubtful accounts was $9.4 million at June 30, 2024 and $10.1 million at June 30, 2023.
(2)The inventory reserve was $25.0 million at June 30, 2024 and $25.4 million at June 30, 2023.
5


POOL CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Six Months Ended
June 30,
20242023Change
Operating activities
Net income$271,324 $333,949 $(62,625)
Adjustments to reconcile net income to net cash provided by operating activities: 
Depreciation17,591 15,292 2,299 
Amortization4,201 4,237 (36)
Share-based compensation10,344 9,996 348 
Equity in earnings of unconsolidated investments, net(117)(156)39 
Other(1,246)3,563 (4,809)
Changes in operating assets and liabilities, net of effects of acquisitions:
Receivables(232,647)(276,945)44,298 
Product inventories66,975 201,380 (134,405)
Prepaid expenses and other assets38,231 (4,423)42,654 
Accounts payable6,166 76,140 (69,974)
Accrued expenses and other liabilities(8,720)13,744 (22,464)
Net cash provided by operating activities172,102 376,777 (204,675)
Investing activities
Acquisition of businesses, net of cash acquired(4,435)(11,500)7,065 
Purchases of property and equipment, net of sale proceeds(34,928)(30,191)(4,737)
Other investments, net1,018 (169)1,187 
Net cash used in investing activities(38,345)(41,860)3,515 
Financing activities
Proceeds from revolving line of credit756,300 698,795 57,505 
Payments on revolving line of credit(830,400)(1,001,399)170,999 
Proceeds from asset-backed financing467,000 388,900 78,100 
Payments on asset-backed financing(324,000)(240,200)(83,800)
Payments on term facility(12,500)(47,313)34,813 
Proceeds from short-term borrowings and current portion of long-term debt8,085 17,859 (9,774)
Payments on short-term borrowings and current portion of long-term debt(1,562)(19,182)17,620 
Payments of deferred and contingent acquisition consideration— (551)551 
Proceeds from stock issued under share-based compensation plans9,826 7,309 2,517 
Payments of cash dividends(88,287)(82,018)(6,269)
Repurchases of common stock(84,496)(50,742)(33,754)
Net cash used in financing activities(100,034)(328,542)228,508 
Effect of exchange rate changes on cash and cash equivalents(3,369)1,259 (4,628)
Change in cash and cash equivalents30,354 7,634 22,720 
Cash and cash equivalents at beginning of period66,540 45,591 20,949 
Cash and cash equivalents at end of period$96,894 $53,225 $43,669 

6


ADDENDUM

Base Business

When calculating our base business results, we exclude sales centers that are acquired, opened in new markets or closed for a period of 15 months. We also exclude consolidated sales centers when we do not expect to maintain the majority of the existing business and existing sales centers that are consolidated with acquired sales centers.
We generally allocate corporate overhead expenses to excluded sales centers on the basis of their net sales as a percentage of total net sales. After 15 months, we include acquired, consolidated and new market sales centers in the base business calculation including the comparative prior year period.
We have not provided separate base business income statements within this press release as our base business results for the three and six months ending June 30, 2024 closely approximated our consolidated results, and acquisitions and sales centers excluded from base business contributed less than 1% to the change in net sales.

The table below summarizes the changes in our sales center count in the first six months of 2024.

December 31, 2023439 
Acquired locations
2 
New locations
6 
Consolidated locations
(2)
June 30, 2024445

7


Reconciliation of Non-GAAP Financial Measures

The non-GAAP measures described below should be considered in the context of all of our other disclosures in this press release.

Adjusted EBITDA

We define Adjusted EBITDA as net income or net loss plus interest and other non-operating expenses, income taxes, depreciation, amortization, share-based compensation, goodwill and other impairments and equity in earnings or loss of unconsolidated investments.  Other companies may calculate Adjusted EBITDA differently than we do, which may limit its usefulness as a comparative measure.

Adjusted EBITDA is not a measure of performance as determined by generally accepted accounting principles (GAAP). We believe Adjusted EBITDA should be considered in addition to, not as a substitute for, operating income or loss, net income or loss, net cash flows provided by or used in operating, investing and financing activities or other income statement or cash flow statement line items reported in accordance with GAAP.

We have included Adjusted EBITDA as a supplemental disclosure because management uses it to monitor our performance, and we believe that it is widely used by our investors, industry analysts and others as a useful supplemental performance measure. We believe that Adjusted EBITDA, when viewed with our GAAP results and the accompanying reconciliations, provides an additional measure that enables management and investors to monitor factors and trends affecting our ability to service debt, pay taxes and fund capital expenditures.
The table below presents a reconciliation of net income to Adjusted EBITDA.

(Unaudited)Three Months EndedSix Months Ended
(In thousands)June 30,June 30,
2024202320242023
Net income$192,439 $232,250 $271,324 $333,949 
Add:
Interest and other non-operating expenses (1)
13,996 17,066 27,254 33,407 
Provision for income taxes65,058 77,987 81,531 106,260 
Share-based compensation5,016 5,073 10,344 9,996 
Equity in earnings of unconsolidated investments, net(60)(120)(117)(156)
Depreciation8,931 7,660 17,591 15,292 
Amortization (2)
1,958 1,915 3,891 3,862 
Adjusted EBITDA$287,338 $341,831 $411,818 $502,610 
(1)Shown net of losses (gains) on foreign currency transactions of $48 and $(174) for the three months ended June 30, 2024 and June 30, 2023, respectively, and $209 and $(679) for the six months ended June 30, 2024 and June 30, 2023, respectively.
(2)Excludes amortization of deferred financing costs of $155 and $187 for the three months ended June 30, 2024 and June 30, 2023, respectively, and $310 and $375 for the six months ended June 30, 2024 and June 30, 2023, respectively. This non-cash expense is included in Interest and other non-operating expenses, net on the Consolidated Statements of Income.

8


Adjusted Diluted EPS

We have included adjusted diluted EPS, a non-GAAP financial measure, in this press release as a supplemental disclosure, because we believe this measure is useful to management, investors and others in assessing our period-to-period operating performance.

Adjusted diluted EPS is a key measure used by management to demonstrate the impact of tax benefits from ASU 2016-09 on our diluted EPS and to provide investors and others with additional information about our potential future operating performance to supplement GAAP measures.

We believe this measure should be considered in addition to, not as a substitute for, diluted EPS presented in accordance with GAAP, and in the context of our other disclosures in this press release. Other companies may calculate this non-GAAP financial measure differently than we do, which may limit its usefulness as a comparative measure.
The table below presents a reconciliation of diluted EPS to adjusted diluted EPS.
(Unaudited)Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
Diluted EPS$4.99 $5.91 $7.03 $8.48 
ASU 2016-09 tax benefit(0.01)(0.02)(0.20)(0.14)
Adjusted diluted EPS$4.98 $5.89 $6.83 $8.34 

9

v3.24.2
Document Document
Jul. 25, 2024
Cover Page [Abstract]  
Entity Central Index Key 0000945841
Title of 12(b) Security Common Stock, par value $0.001 per share
Entity Registrant Name POOL CORPORATION
Document Type 8-K
Document Period End Date Jul. 25, 2024
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 36-3943363
Entity Address, Address Line One 109 Northpark Boulevard,
Entity Address, City or Town Covington,
Entity Address, State or Province LA
Entity Address, Postal Zip Code 70433-5001
City Area Code (985)
Local Phone Number 892-5521
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Trading Symbol POOL
Security Exchange Name NASDAQ
Amendment Flag false
Entity File Number 0-26640
Pool (NASDAQ:POOL)
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