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) October 27, 2009

______________

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)
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:

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 October 27, 2009, Pool Corporation, a Delaware corporation, issued a press release announcing its third quarter 2009 results and revising its 2009 earnings guidance.

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

Item 7.01 Regulation FD Disclosure.

On October 27, 2009, Pool Corporation issued the 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 October 27, 2009, announcing its third quarter 2009 results and revising its 2009 earnings guidance.

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: October 27, 2009

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

POOL CORPORATION REPORTS THIRD QUARTER RESULTS

AND REVISES 2009 EARNINGS GUIDANCE

______________________

COVINGTON, LA. (October 27, 2009) – Pool Corporation (NASDAQ/GSM:POOL) today reported results for the third quarter of 2009.

“As the 2009 swimming pool season comes to a close, we are pleased with our results in this very challenging environment and are encouraged by more evidence that the adverse economic factors impacting our industry are beginning to subside.  Specifically, the overall rate of sales decline is moderating and our sales in some leading markets, such as Florida, are up year on year for the quarter.  Our work on margin, expense, and working capital management has continued to progress, resulting in strong cash flow generation.  We still have much to do as we strive to execute our strategies to continue to realize both market share gains and progressively higher returns on invested capital.  Our recently completed acquisition of General Pool & Spa Supply is the latest example of our efforts to further our market position,” said Manuel Perez de la Mesa, President and CEO.

Net sales for the quarter ended September 30, 2009 decreased 13% to $430.1 million, compared to $493.5 million in the third quarter of 2008 due primarily to the continued impact of lower pool and irrigation construction activity and deferred discretionary replacement activity.  Unfavorable weather in the Central and Northern U.S. markets also negatively impacted our third quarter 2009 sales compared to the Company’s expectations.  These reductions were partially offset by an increase in certain maintenance and repair product sales.

Gross profit for the third quarter of 2009 also decreased 13% to $123.4 million from $141.8 million in the comparable 2008 period.  Gross profit as a percentage of net sales (gross margin) remained flat at 28.7% for the third quarter of 2009 despite negative pressures from the competitive pricing environment.

Selling and administrative expenses (operating expenses) decreased 12% to $91.3 million in the third quarter of 2009 from $103.2 million in the third quarter of 2008.  This decrease reflects the impact of cost control initiatives, including lower payroll related, variable and discretionary expenses, and reduced delivery costs.

Operating income declined 17% to $32.1 million from $38.6 million in the comparable 2008 period.  Operating income as a percentage of net sales (operating margin) decreased to 7.5% for the current quarter, compared to 7.8% for the third quarter of 2008.  Average debt levels decreased by $103.3 million compared to the third quarter of 2008, driving a 45% reduction in interest expense.

On September 1, 2009, Latham Acquisition Corporation (LAC), of which the Company owns a 38% equity interest investment, recorded a non-cash goodwill and other intangible asset impairment charge in accordance with generally accepted accounting principles (GAAP).  The Company, in turn, recognized a $26.5 million equity loss for its pro rata share of LAC’s impairment charge up to the recorded value of the Company’s equity investment in LAC. Additionally, the Company recognized an equity loss of $0.8 million related to its share of LAC’s loss from ongoing operations for July and August 2009, which is a decrease of $2.5 million, or approximately $0.05 per diluted share, compared to equity earnings of $1.7 million recognized in the third quarter of 2008.

The Company’s loss was $0.19 per diluted share on a net loss of $9.3 million for the third quarter of 2009, compared to earnings per share of $0.45 per diluted share on net income of $22.1 million for the third quarter of 2008.  Excluding the impact of LAC’s non-cash impairment charge, adjusted earnings per diluted share was $0.35 on adjusted net income of $17.2 million.  (See the reconciliation of non-GAAP to GAAP measures in the addendum to this release).

Net sales for the nine months ended September 30, 2009 decreased 14% to $1,308.8 million from $1,524.7 million in the comparable 2008 period.  Base business sales declined 15% in the first nine months of 2009 compared to the same period in 2008.  Gross margin increased 30 basis points to 29.2% in the first nine months of 2009 from 28.9% for the same period last year.

Operating income for the first nine months of 2009 declined 16% to $110.2 million compared to $130.8 million in the same period last year.  Operating margin decreased to 8.4% for the first nine months of 2009 compared to 8.6% for the first nine months of 2008.  Earnings per share for the first nine months of 2009 was $0.67 per diluted share on a net income of $32.8 million, compared to $1.47 per diluted share on net income of $71.8 million in the comparable 2008 period. Excluding the impact of LAC’s non-cash impairment charge, adjusted earnings per diluted share was $1.21 on adjusted net income of $59.3 million.  (See the reconciliation of non-GAAP to GAAP measures in the addendum to this release).

On the balance sheet, total net receivables decreased 16% compared to September 30, 2008 due primarily to lower sales and a shift toward more cash sales resulting from tighter credit terms.  Inventory levels declined 8% to $318.2 million at September 30, 2009 compared to September 30, 2008.  Total debt outstanding at September 30, 2009 was $273.3 million, down from $337.7 million compared to September 30, 2008.

Cash provided by operations was $87.1 million in the first nine months of 2009 compared to $76.5 million in the first nine months of 2008.  The increase in cash provided by operations of $10.6 million is primarily due to our focused management of working capital.  In 2008, the Company deferred its third and fourth quarter federal income tax payments until January 2009. As such, this improvement in cash provided by operations is after the $46.0 million combined amount of the 2008 third and fourth quarter and 2009 third quarter estimated federal income tax payments.  Adjusted EBITDA (as defined in the addendum to this release) was $35.6 million in the third quarter of 2009 compared to $46.0 million in the third quarter of 2008, and was $119.7 million for the nine months ended September 30, 2009 compared to $148.0 million for the nine months ended September 30, 2008.

“Based on current expectations that reflect the adverse weather impact of the third quarter and a modest seasonal drag from our recent acquisition, we are revising our 2009 annual earnings per share guidance from our previous range of $1.00 to $1.05 per diluted share excluding one-time charges.  Our revised guidance is $0.41 to $0.46 per diluted share including the effect of the LAC charge in the third quarter, or an adjusted range of $0.95 to $1.00 per diluted share excluding the LAC impairment charge and any other one-time charges,” said Perez de la Mesa. “Looking beyond 2009, in addition to the inherent long-term growth dynamics that benefit our industry, we believe there is potential for a significant sales recovery due to the build-up of deferred replacement and retrofit activity and our expectation for gradually normalized new pool and irrigation construction levels.  Based on our unique industry position attributed to our financial and operational strengths, industry leading sales and marketing programs and dedicated team, we are poised to take advantage of these long-term growth opportunities.”

Pool Corporation is the largest wholesale distributor of swimming pool and related backyard products.  Currently, POOL operates over 280 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 changes in the economy and the housing market, 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 and other risks detailed in POOL’s Form 10-Q for the quarter ended June 30, 2009 filed with the Securities and Exchange Commission.

CONTACT:

Craig K. Hubbard

985.801.5117

craig.hubbard@poolcorp.com

2

POOL CORPORATION

Consolidated Statements of Income

(Unaudited)

(In thousands, except per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Net sales	$	430,054		$	493,530		$	1,308,762		$	1,524,717
Cost of sales		306,660			351,730			926,107			1,084,811
Gross profit		123,394			141,800			382,655			439,906
Percent		28.7	%		28.7	%		29.2	%		28.9	%
Selling and administrative expenses		91,252			103,183			272,439			309,102
Operating income		32,142			38,617			110,216			130,804
Percent		7.5	%		7.8	%		8.4	%		8.6	%
Interest expense, net		2,504			4,589			8,981			14,700
Income before income taxes and equity earnings (loss)		29,638			34,028			101,235			116,104
Provision for income taxes		11,648			13,675			39,786			45,397
Equity earnings (loss) in unconsolidated investments, net		(27,312	)		1,707			(28,641	)		1,044
Net income (loss)	$	(9,322	)	$	22,060		$	32,808		$	71,751
Earnings (loss) per share:
Basic	$	(0.19	)	$	0.46		$	0.68		$	1.50
Diluted	$	(0.19	)	$	0.45		$	0.67		$	1.47
Weighted average shares outstanding:
Basic		48,799			47,925	(1)		48,543			47,799	(1)
Diluted		48,799			49,104	(1)		48,863			48,785	(1)
Cash dividends declared per common share	$	0.13		$	0.13		$	0.39		$	0.38

                                    (1)  As adjusted for the adoption of FSP EITF 03-6-1 (Accounting Standards Codification 260-10-45-61A).

3

POOL CORPORATION

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

		September 30,		September 30,			Change
			2009		2008		$		%
Assets
Current assets:
	Cash and cash equivalents	$	30,442	$	25,278	$	5,164		20	%
	Receivables, net		149,733		178,927		(29,194	)	(16	)
	Product inventories, net		318,177		345,944		(27,767	)	(8	)
	Prepaid expenses and other current assets		6,622		7,915		(1,293	)	(16	)
	Deferred income taxes		11,904		9,139		2,765		30
Total current assets			516,878		567,203		(50,325	)	(9	)
Property and equipment, net			32,158		32,895		(737	)	(2	)
Goodwill			170,291		167,376		2,915		2
Other intangible assets, net			12,058		13,519		(1,461	)	(11	)
Equity interest investments			978		35,592		(34,614	)	(97	)
Other assets, net			28,596		25,299		3,297		13
Total assets		$	760,959	$	841,884	$	(80,925	)	(10	)%
Liabilities and stockholders’ equity
Current liabilities:
	Accounts payable	$	137,761	$	128,329	$	9,432		7	%
	Accrued expenses and other current liabilities		54,016		80,636		(26,620	)	(33	)
	Short-term financing		-		58,392		(58,392	)	(100	)
	Current portion of long-term debt and other long-term liabilities		37,669		5,369		32,300		>100
Total current liabilities			229,466		272,726		(43,280	)	(16	)
Deferred income taxes			19,391		18,608		783		4
Long-term debt			235,800		274,100		(38,300	)	(14	)
Other long-term liabilities			6,514		6,225		289		5
Total liabilities			491,151		571,659		(80,508	)	(14	)
Total stockholders’ equity			269,808		270,225		(417	)	(0	)
Total liabilities and stockholders’ equity		$	760,959	$	841,884	$	(80,925	)	(10	)%

                                __________________

1.   The allowance for doubtful accounts was $12.2 million at September 30, 2009 and $10.6 million at September 30, 2008.

2.   The inventory reserve was $7.5 million at September 30, 2009 and $8.7 million at September 30, 2008.

4

POOL CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

		Nine Months Ended
		September 30,
		2009			2008			Change
Operating activities
Net income	$	32,808		$	71,751		$	(38,943	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		6,764			7,182			(418	)
Amortization		1,872			3,196			(1,324	)
Share-based compensation		4,708			5,493			(785	)
Excess tax benefits from share-based compensation		(2,194	)		(2,452	)		258
Equity loss (earnings) in unconsolidated investments		30,064			(1,635	)		31,699
Goodwill impairment		310			-			310
Other		(5,471	)		1,393			(6,864	)
Changes in operating assets and liabilities, net of effects of acquisitions:
Receivables		(31,509	)		(33,908	)		2,399
Product inventories		87,183			47,545			39,638
Accounts payable		(35,927	)		(67,940	)		32,013
Other current assets and liabilities		(1,533	)		45,910			(47,443	)
Net cash provided by operating activities		87,075			76,535			10,540
Investing activities
Acquisition of businesses, net of cash acquired		(381	)		(32,891	)		32,510
Divestiture of business		-			1,165			(1,165	)
Purchase of property and equipment, net of sale proceeds		(6,170	)		(4,999	)		(1,171	)
Net cash used in investing activities		(6,551	)		(36,725	)		30,174
Financing activities
Proceeds from revolving line of credit		339,037			276,826			62,211
Payments on revolving line of credit		(368,237	)		(277,751	)		(90,486	)
Proceeds from asset-backed financing		57,000			73,335			(16,335	)
Payments on asset-backed financing		(77,792	)		(83,270	)		5,478
Payments on long-term debt and other long-term liabilities		(4,618	)		(2,385	)		(2,233	)
Payments of capital lease obligations		-			(251	)		251
Payments of deferred financing costs		(305	)		(22	)		(283	)
Excess tax benefits from share-based compensation		2,194			2,452			(258	)
Proceeds from issuance of common stock under share-based compensation plans		3,926			3,736			190
Payments of cash dividends		(18,945	)		(18,187	)		(758	)
Purchases of treasury stock		(1,171	)		(3,244	)		2,073
Net cash used in financing activities		(68,911	)		(28,761	)		(40,150	)
Effect of exchange rate changes on cash		3,067			(1,596	)		4,663
Change in cash and cash equivalents		14,680			9,453			5,227
Cash and cash equivalents at beginning of period		15,762			15,825			(63	)
Cash and cash equivalents at end of period	$	30,442		$	25,278		$	5,164

5

ADDENDUM

Base Business

The following table breaks out our consolidated results into the base business component and the excluded components (sales centers excluded from base business):

(Unaudited)		Base Business				Excluded					Total
(In thousands)		Three Months Ended				Three Months Ended					Three Months Ended
		September 30,				September 30,					September 30,
		2009		2008		2009		2008			2009		2008
Net sales	$	427,122	$	491,959	$	2,932	$	1,571		$	430,054	$	493,530
Gross profit		122,724		141,265		670		535			123,394		141,800
Gross margin		28.7	%	28.7	%	22.9	%	34.1	%		28.7	%	28.7	%
Operating expenses		90,399		102,436		853		747			91,252		103,183
Expenses as a % of net sales		21.2	%	20.8	%	29.1	%	47.5	%		21.2	%	20.9	%
Operating income (loss)		32,325		38,829		(183	)	(212	)		32,142		38,617
Operating margin		7.6	%	7.9	%	(6.2	)%	(13.5	)%		7.5	%	7.8	%

(Unaudited)		Base Business				Excluded					Total
(In thousands)		Nine Months Ended				Nine Months Ended					Nine Months Ended
		September 30,				September 30,					September 30,
		2009		2008		2009		2008			2009		2008
Net sales	$	1,257,864	$	1,479,786	$	50,898	$	44,931		$	1,308,762	$	1,524,717
Gross profit		368,668		426,130		13,987		13,776			382,655		439,906
Gross margin		29.3	%	28.8	%	27.5	%	30.7	%		29.2	%	28.9	%
Operating expenses		259,724		295,824		12,715		13,278			272,439		309,102
Expenses as a % of net sales		20.6	%	20.0	%	25.0	%	29.6	%		20.8	%	20.3	%
Operating income		108,944		130,306		1,272		498			110,216		130,804
Operating margin		8.7	%	8.8	%	2.5	%	1.1	%		8.4	%	8.6	%

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

Acquired	Acquisition Date	Net Sales Centers Acquired	Period Excluded
Proplas Plasticos, S.L.	November 2008	0	January 2009 – September 2009
National Pool Tile (NPT) (1)	March 2008	8	January – May 2009 and March – May 2008
Canswim Pools	March 2008	1	January – May 2009 and March – May 2008

(1)     We acquired 15 NPT sales centers and have consolidated 7 of these with existing sales centers, including 4 in March 2008, 2 in the third quarter
of 2008 and 1 in April 2009.

6

We exclude the following sales centers from base business results for a period of 15 months:

·   acquired sales centers (see table above);

·   existing sales centers consolidated with acquired sales centers;

·   closed sales centers;

·   consolidated sales centers in cases where we do not expect to maintain the majority of the existing business; and

·   sales centers opened in new markets.

As of September 30, 2009, four closed sales centers and one existing sales center that was consolidated with an acquired sales center were excluded from base business.

The table below summarizes the changes in our sales centers in the first nine months of 2009:

December 31, 2008	288
Consolidation of acquired sales centers	(1)
Consolidated sales centers	(3)
Closed sales centers	(1)
September 30, 2009	283

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 of operations, we include acquired, consolidated and new market sales centers in the base business calculation including the comparative prior year period.

Since we divested our pool liner manufacturing operation in France at the beginning of April 2008, we have excluded these operations from base business for the comparative three month period ended March 31, 2008.

Adjusted Net Income and Adjusted Earnings Per Share

The table below reconciles net income (loss) to adjusted net income and earnings (loss) per diluted share to adjusted earnings per diluted share.  For comparability purposes, the adjusted 2009 amounts exclude a one-time non-cash charge related to our investment in LAC.

(Unaudited)			Three Months Ended					Nine Months Ended
(In thousands, except per share data)			September 30,					September 30,
			2009			2008		2009		2008
Net income (loss)		$	(9,322	)	$	22,060	$	32,808	$	71,751
	Add:
	Equity loss related to LAC’s impairment charge		26,472			-		26,472		-
Adjusted net income		$	17,150		$	22,060	$	59,280	$	71,751
Earnings (loss) per diluted share		$	(0.19	)	$	0.45	$	0.67	$	1.47
	Add:
	Loss per diluted share related to LAC’s impairment charge		0.54			-		0.54		-
Adjusted earnings per diluted share		$	0.35		$	0.45	$	1.21	$	1.47

7

Projected Earnings Per Share and Projected Adjusted Earnings Per Share

The table below reconciles projected earnings per diluted share to projected adjusted earnings per diluted share, excluding the one-time non-cash charge related to our investment in LAC.

(Unaudited)		Year Ending December 31,
		2009
Projected earnings per diluted share		$0.41 - $0.46
	Add:
	Loss per diluted share related to LAC’s impairment charge	0.54
Projected adjusted earnings per diluted share		$0.95 - $1.00

Adjusted EBITDA

We define Adjusted EBITDA as net income or net loss plus interest expense, income taxes, depreciation, amortization, share-based compensation and goodwill and other non-cash impairments.  Adjusted EBITDA is not a measure of cash flow or liquidity as determined by generally accepted accounting principles (GAAP).  We have included Adjusted EBITDA as a supplemental disclosure because we believe that it is widely used by our investors, industry analysts and others as a useful supplemental liquidity measure in conjunction with cash flows provided by or used in operating activities to help investors understand our ability to provide cash flows to fund growth, service debt and pay dividends as well as compare our cash flow generating capacity from year to year.

We believe Adjusted EBITDA should be considered in addition to, not as a substitute for, operating income or loss, net income or loss, 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. Other companies may calculate Adjusted EBITDA differently than we do, which may limit its usefulness as a comparative measure.

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

(Unaudited)			Three Months Ended					Nine Months Ended
(In thousands)			September 30,					September 30,
			2009			2008		2009			2008
Net income (loss)		$	(9,322	)	$	22,060	$	32,808		$	71,751
	Add:
	Interest expense, net		2,504			4,589		8,981			14,700
	Provision for income taxes		11,648			13,675		39,786			45,397
	Income tax expense (benefit) on equity (earnings) loss		(522	)		1,086		(1,423	)		591
	Share-based compensation		1,773			1,224		4,708			5,493
	Goodwill impairment		310			-		310			-
	Equity loss related to LAC’s impairment charges		26,472			-		26,472			-
	Depreciation		2,272			2,378		6,764			7,182
	Amortization (1)		415			975		1,292			2,924
Adjusted EBITDA		$	35,550		$	45,987	$	119,698		$	148,038

(1)  Excludes amortization included in interest expense, net

8

The table below presents a reconciliation of Adjusted EBITDA to net cash provided by operating activities.

(Unaudited)			Three Months Ended						Nine Months Ended
(In thousands)			September 30,						September 30,
			2009			2008			2009			2008
Adjusted EBITDA		$	35,550		$	45,987		$	119,698		$	148,038
	Add:
	Interest expense, net (1)		(2,354	)		(4,517	)		(8,401	)		(14,428	)
	Provision for income taxes		(11,648	)		(13,675	)		(39,786	)		(45,397	)
	Income tax (expense) benefit on equity (earnings) loss		522			(1,086	)		1,423			(591	)
	Excess tax benefits on share-based compensation		(1,587	)		(800	)		(2,194	)		(2,452	)
	Total equity (earnings) loss in unconsolidated investments		27,834			(2,793	)		30,064			(1,635	)
	Equity loss related to LAC’s impairment charges		(26,472	)		-			(26,472	)		-
	Other		(1,071	)		2,894			(5,471	)		1,393
	Change in operating assets and liabilities		30,690			85,687			18,214			(8,393	)
Net cash provided by operating activities		$	51,464		$	111,697		$	87,075		$	76,535

(1)    Excludes amortization of deferred financing costs of $150 and $72 for the three months ended September 30, 2009 and September 30, 2008, respectively, and $580 and $272 for the nine months ended September 30, 2009 and September 30, 2008, respectively.  This non-cash expense is included in interest expense, net on the Consolidated Statements of Income.

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