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 24, 2008

______________

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)	(I.R.S. 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 obligations 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 24, 2008, Pool Corporation, a Delaware corporation, issued a press release announcing its first quarter 2008 earnings results.

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

Item 7.01 Regulation FD Disclosure.  

On April 24, 2008, Pool Corporation issued a press release included herein as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release issued by Pool Corporation on April 24, 2008, announcing its first quarter 2008 earnings results.

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/ Mark W. Joslin                                                      

       Mark W. Joslin

       Vice President and Chief Financial Officer

Dated: April 24, 2008

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

POOL CORPORATION REPORTS FIRST QUARTER RESULTS

AND PROVIDES 2008 EARNINGS GUIDANCE

COVINGTON, LA. (April 24, 2008) – Pool Corporation (the “Company” or “POOL”) (NASDAQ/GSM: POOL) today reported its results for the first quarter of 2008.

“While it is still relatively early in the 2008 season, we are encouraged by our results given the challenging market conditions in our industry. We improved gross margins despite the tough competitive pricing environment and realized further progress in managing expenses through cost control measures.  The new pool and irrigation construction markets are facing unprecedented conditions created by the combination of significant declines in the real estate and mortgage-backed financing markets.  As a result, our sales were negatively impacted with a more pronounced effect on our irrigation business and complementary product sales.  Inclement weather also had an adverse effect on our results for the quarter,” commented Manuel Perez de la Mesa, President and CEO.

Net sales for the seasonally slow first quarter decreased $35.5 million, or 9%, to $338.2 million, compared to $373.7 million in the first quarter of 2007.  Base business sales declined approximately 11% (compared to 4% growth in the first quarter of 2007) on soft demand for pool and irrigation construction products.  Complementary product sales continue to be negatively impacted by the decline in new pool construction and decreased 16% compared to the first quarter of 2007.

Gross profit for the quarter ended March 31, 2008 decreased $8.1 million, or 8%, to $95.4 million from $103.5 million in the first quarter of 2007.  Gross profit as a percentage of net sales (gross margin) improved 50 basis points to 28.2% in the first quarter of 2008 from 27.7% in the first quarter of 2007.

Selling and administrative expenses (operating expenses) decreased $1.7 million, or 2%, to $93.2 million in the first quarter of 2008 from $94.9 million in the first quarter of 2007.  This decrease is primarily attributable to the impact of cost control initiatives.  Total operating expenses as a percentage of net sales increased to 27.5% in the first quarter of 2008 from 25.4% in the same period in 2007 due to the lower top line results.

Operating income was $2.2 million in the first quarter of 2008 compared to $8.6 million in the same period in 2007.  Operating income as a percentage of net sales (operating margin) decreased to 0.6% from 2.3% in the first quarter of 2007.  Interest expense increased 11% during the quarter due to higher average debt levels, which were partially offset by a lower weighted average effective interest rate compared to the first quarter of 2007.  Loss per share for the first quarter of 2008 was $0.07 per diluted share on a net loss of $3.2 million, compared to earnings of $0.03 per diluted share on net income of $1.4 million in the same period in 2007.  EBITDA (as defined in the addendum) was $5.4 million in the first quarter of 2008 compared to $11.5 million in the first quarter of 2007.

On the balance sheet, total net receivables decreased 11% compared to March 31, 2007 due to lower first quarter 2008 sales.  Our inventory levels increased 15% to $476.8 million at March 31, 2008.  This increase reflects higher inventory levels attributable to the decline in first quarter sales and $17.1 million of acquired inventory, primarily related to National Pool Tile.

The seasonal use of cash in operations increased $2.1 million to $15.4 million in the first quarter of 2008 compared to $13.3 million in the same period of 2007.

“Based on results to date and the current external environment, we project full year 2008 earnings per share will be in the range of $1.20 to $1.50 per diluted share,” continued Perez de la Mesa.

At March 31, 2008, 272 sales centers were included in the base business calculations and 19 sales centers were excluded.

Pool Corporation is the largest wholesale distributor of swimming pool and related backyard products.  Currently, POOL operates 291 sales centers in North America and Europe, through which it distributes more than 100,000 national brand and private label products to roughly 70,000 wholesale customers.  For more information about POOL, please visit www.poolcorp.com.

This news release includes “forward-looking” statements that involve risk and uncertainties that are generally identifiable through the use of words such as “believe,” “expect,” “intend,” “plan,” “estimate,” “project” 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, our ability to maintain favorable relationships with suppliers and manufacturers, competition from other leisure product alternatives and mass merchants, changes in the economy and the housing market and other risks detailed in POOL’s 2007 Form 10-K filed with the Securities and Exchange Commission.

CONTACT:

Craig K. Hubbard

985.801.5117

craig.hubbard@poolcorp.com

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POOL CORPORATION

Consolidated Statements of Income

(Unaudited)

(In thousands, except per share data)

	Three Months Ended
	March 31,
		2008			2007
Net sales	$	338,215		$	373,706
Cost of sales		242,861			270,221
Gross profit		95,354			103,485
Percent		28.2	%		27.7	%
Selling and administrative expenses		93,157			94,853
Operating income		2,197			8,632
Percent		0.6	%		2.3	%
Interest expense, net		5,024			4,519
Income (loss) before income taxes and equity losses		(2,827	)		4,113
Provision (benefit) for income taxes		(1,089	)		1,588
Equity losses in unconsolidated investments, net		(1,446	)		(1,171	)
Net income (loss)	$	(3,184	)	$	1,354
Earnings (loss) per share:
Basic	$	(0.07	)	$	0.03
Diluted	$	(0.07	)	$	0.03
Weighted average shares outstanding:
Basic		47,538			50,201
Diluted		47,538			52,462
Cash dividends declared per common share	$	0.12		$	0.105

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POOL CORPORATION

Condensed Consolidated Balance Sheets

 (Unaudited)

(In thousands)

			March 31,		March 31,		Change
			2008		2007		$		%
Assets
Current assets:
	Cash and cash equivalents	$	6,476	$	30,555	$	(24,079	)	(79	)%
	Receivables, net		42,266		51,104		(8,838	)	(17	)
	Receivables pledged under receivables facility		163,921		179,930		(16,009	)	(9	)
	Product inventories, net		476,758		413,161		63,597		15
	Prepaid expenses and other current assets		10,241		9,383		858		9
	Deferred income taxes		9,139		7,676		1,463		19
Total current assets			708,801		691,809		16,992		2
Property and equipment, net			34,957		34,551		406		1
Goodwill			167,398		155,231		12,167		8
Other intangible assets, net			15,465		17,763		(2,298	)	(13	)
Equity interest investments			31,551		30,522		1,029		3
Other assets, net			24,774		17,753		7,021		40
Total assets		$	982,946	$	947,629	$	35,317		4	%
Liabilities and stockholders’ equity
Current liabilities:
	Accounts payable	$	333,104	$	325,448	$	7,656		2	%
	Accrued and other current liabilities		30,704		24,515		6,189		25
	Short-term financing		66,812		102,300		(35,488	)	(35	)
	Current portion of long-term debt and other long-term liabilities		3,152		4,350		(1,198	)	(28	)
Total current liabilities			433,772		456,613		(22,841	)	(5	)
Deferred income taxes			15,305		13,867		1,438		10
Long-term debt			326,298		253,222		73,076		29
Other long-term liabilities			6,221		5,639		582		10
Total liabilities			781,596		729,341		52,255		7
Total stockholders’ equity			201,350		218,288		(16,938	)	(8	)
Total liabilities and stockholders’ equity		$	982,946	$	947,629	$	35,317		4	%

                                __________________

1.  Total receivables at March 31, 2008 include $6.3 million of acquired receivables, which include National Pool Tile.  The allowance for doubtful accounts was $9.4 million at March 31, 2008 and $4.8 million at March 31, 2007.

2.  Total product inventories at March 31, 2008 include $17.1 million of acquired inventories, which include National Pool Tile.  The inventory reserve was $6.9 million at March 31, 2008 and $4.4 million at March 31, 2007.

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POOL CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

		Three Months Ended March 31,
		2008		2007		Change
Operating activities
Net income (loss)		$	(3,184	)                   $	1,354	$	(4,538	)
Adjustments to reconcile net income (loss)to net cash used in operating activities:
	Depreciation		2,387		2,184		203
	Amortization		1,064		1,220		(156	)
	Share-based compensation		2,270		1,543		727
	Excess tax benefits from share-based compensation		(1,540	)	(2,834	)	1,294
	Equity losses in unconsolidated investments		2,446		1,987		459
	Other		(2,612	)	(1,920	)	(692	)
Changes in operating assets and liabilities, net of effects of acquisitions:
	Receivables		(60,100	)	(76,398	)	16,298
	Product inventories		(80,964	)	(80,453	)	(511	)
	Accounts payable		136,197		147,859		(11,662	)
	Other current assets and liabilities		(11,404	)	(7,849	)	(3,555	)
Net cash used in operating activities			(15,440	)	(13,307	)	(2,133	)
Investing activities
Acquisition of businesses, net of cash acquired			(32,742	)	(842	)	(31,900	)
Purchase of property and equipment, net of sale proceeds			(1,835	)	(3,073	)	1,238
Proceeds from sale of investment			­—		75		(75	)
Net cash used in investing activities			(34,577	)	(3,840	)	(30,737	)
Financing activities
Proceeds from revolving line of credit			74,948		87,716		(12,768	)
Payments on revolving line of credit			(27,425	)	(121,900	)	94,475
Proceeds from asset-backed financing			12,655		39,779		(27,124	)
Payments on asset-backed financing			(14,170	)	(11,765	)	(2,405	)
Proceeds from long-term debt			—		100,000		(100,000	)
Payments on long-term debt and other long-term liabilities			(785	)	(773	)	(12	)
Payments of capital lease obligations			(251	)	(257	)	6
Payments of deferred financing costs			(22	)	(377	)	355
Excess tax benefits from share-based compensation			1,540		2,834		(1,294	)
Issuance of common stock under stock option plans			1,861		2,921		(1,060	)
Payments of cash dividends			(5,734	)	(5,248	)	(486	)
Purchases of treasury stock			(1,263	)	(61,788	)	60,525
Net cash provided by financing activities			41,354		31,142		10,212
Effect of exchange rate changes on cash			(686	)	(174	)	(512	)
Change in cash and cash equivalents			(9,349	)	13,821		(23,170	)
Cash and cash equivalents at beginning of period			15,825		16,734		(909	)
Cash and cash equivalents at end of period		$	6,476	$	30,555	$	(24,079	)

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Addendum

(Unaudited)		Base Business					Excluded						Total
(In thousands)		Three Months					Three Months						Three Months
		Ended					Ended						Ended
		March 31,					March 31,						March 31,
		2008			2007			2008			2007			2008			2007
Net sales	$	332,346		$	371,812		$	5,869		$	1,894		$	338,215		$	373,706
Gross profit		93,547			103,035			1,807			450			95,354			103,485
Gross margin		28.1	%		27.7	%		30.8	%		23.8	%		28.2	%		27.7	%
Selling and administrative expenses		90,873			93,671			2,284			1,182			93,157			94,853
Expenses as a % of net sales		27.3	%		25.2	%		38.9	%		62.4	%		27.5	%		25.4	%
Operating income (loss)		2,674			9,364			(477	)		(732	)		2,197			8,632
Operating income (loss) margin		0.8	%		2.5	%		(8.1	)%		(38.7	)%		0.6	%		2.3	%

We exclude the following sales centers from our base business results for a period of 15 months (parenthetical numbers for each category indicate the number of sales centers excluded as of March 31, 2008):

·   acquired sales centers (13 -­ see table below);

·   new sales centers opened in new markets (2);

·   closed sales centers (3); and

·   consolidated sales centers in cases where we do not expect to maintain the majority of the existing business (1).

We generally allocate overhead expenses to excluded sales centers on the basis of their net sales as a percentage of total net sales. After 15 months of operations, we include acquired and new market sales centers in the base business calculation including the comparative prior year period.

We have excluded the following acquisitions from base business for the periods identified:

Acquired	Acquisition Date	Net Sales Centers Acquired	Period Excluded
National Pool Tile (NPT)	March 2008	11	March 2008
Canswim Pools	March 2008	1	March 2008
Tor-Lyn, Limited	February 2007	1	February – March 2007 and     January – March 2008

The table below summarizes the changes in our sales centers during the quarter ended March 31, 2008:

December 31, 2007	281
Acquired, net of consolidations (1)	12
Consolidated	(1	)
Closed	(1	)
March 31, 2008	291

(1)  We consolidated 4 of the 15 acquired NPT sales centers with existing sales centers at the end of March 2008.

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We define EBITDA as net income or net loss plus interest expense, income taxes, share-based compensation, depreciation and amortization.  We consider EBITDA an important indicator of the operational strength and performance of our business, including the ability to provide cash flows to fund growth, service debt and pay dividends.  EBITDA eliminates the non-cash expenses related to share-based compensation, depreciation of tangible assets and amortization of intangible assets.  We believe EBITDA should be considered in addition to, not as a substitute for, operating income, net income or loss and other measures of financial performance reported in accordance with accounting principles generally accepted in the United States (GAAP).

The table below presents a reconciliation of net income (loss) to EBITDA.

(Unaudited)			Three Months Ended
(In thousands)			March 31,
			2008			2007
Net income (loss)		$	(3,184	)	$	1,354
	Add:
	Interest expense, net		5,024			4,519
	Provision (benefit) for income taxes		(1,089	)		1,588
	Income tax benefit on equity losses		(1,002	)		(816	)
	Share-based compensation		2,270			1,543
	Depreciation		2,387			2,184
	Amortization (1)		953			1,170
EBITDA		$	5,359		$	11,542

    (1)  Excludes amortization included in interest expense, net

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