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 21, 2011

______________

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 April 21, 2011, Pool Corporation, a Delaware corporation, issued a press release announcing its first quarter 2011 results and updating its fiscal 2011 earnings guidance.

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

Item 7.01 Regulation FD Disclosure.

On April 21, 2011, 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 April 21, 2011, announcing its first quarter 2011 results and updating its fiscal 2011 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: April 21, 2011

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

POOL CORPORATION REPORTS $0.11 IMPROVEMENT IN FIRST QUARTER EARNINGS

AND INCREASES FISCAL 2011 EARNINGS GUIDANCE

COVINGTON, LA. (April 21, 2011) – Pool Corporation (NASDAQ/GSM: POOL) today reported its results for the first quarter of 2011.

“The 2011 season is off to a strong start, even though first quarter growth rates for sales and gross profit benefitted from easier comparisons to first quarter 2010. We anticipate more modest sales growth for the remainder of 2011.  Nonetheless, we are making good progress executing on every facet of our business and have plenty of momentum on our side as we enter the heart of the season,” commented Manuel Perez de la Mesa, President and CEO.

Net sales for the seasonally slow first quarter increased approximately 16% to $312.9 million, compared to $269.8 million in the first quarter of 2010.  Base business sales increased 15% overall, including 15% growth on the swimming pool side of the business and 12% growth on the irrigation side of the business.  This growth reflects favorable weather conditions throughout most southern markets, continued market share gains and somewhat higher consumer discretionary expenditures as a result of improved economic conditions compared to the first quarter of 2010.

Gross profit for the quarter ended March 31, 2011 increased 20% to $91.4 million from $76.3 million in the first quarter of 2010.  Gross profit as a percentage of net sales (gross margin) expanded 90 basis points to 29.2% in the first quarter of 2011, reflecting continued improvements in purchasing and pricing discipline and a favorable comparison to the first quarter of 2010, when our gross margin was down 110 basis points from the first quarter of 2009.

Selling and administrative expenses (operating expenses) increased 8% to $90.8 million in the first quarter of 2011 compared to the same period in 2010.  Base business operating expenses were up 6% compared to the first quarter of 2010 due primarily to higher variable expenses, including increases in payroll related expenses and freight costs.

Operating income was $0.6 million in the first quarter of 2011 compared to an operating loss of $7.9 million in the same period in 2010.  Interest expense declined 30% compared to the first quarter of 2010 due to the combination of a 14% decrease in average debt levels and a lower weighted average effective interest rate.

Loss per diluted share for the first quarter of 2011 was $0.01 on a net loss of $0.6 million, compared to a loss of $0.12 per diluted share on a net loss of $6.1 million in the same period in 2010.  Adjusted EBITDA (as defined in the addendum) was $5.0 million in the first quarter of 2011 compared to a loss of $3.3 million in the first quarter of 2010.

On the balance sheet, total net receivables increased 10% compared to March 31, 2010 due primarily to higher March 2011 sales.  Inventory levels increased 15% to $438.8 million at March 31, 2011, reflecting inventory related to our recent acquisitions and higher purchase levels in anticipation of the 2011 season.

The seasonal use of cash in operations was $37.1 million in the first quarter of 2011 compared to $25.3 million in the same period of 2010.

“We made significant improvements over the past several years in managing our business as the industry contracted.  Based on our sales expectations for the full year and our ability to leverage our infrastructure, we expect to realize high profit growth rates with a contribution margin of approximately 20%.  Factoring in our strong first quarter results and despite our projections for no meaningful improvement in major household discretionary expenditures, we have adjusted our 2011 earnings guidance to a range of $1.35 to $1.45 per diluted share from our initial guidance of $1.27 to $1.35 per diluted share,” continued Perez de la Mesa.

POOLCORP is the largest wholesale distributor of swimming pool and related backyard products. Currently, POOLCORP operates 293 sales centers in North America and Europe, through which it distributes more than 160,000 national brand and private label products to roughly 80,000 wholesale customers.  For more information, 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, changes in the economy and the housing market, our ability to maintain favorable relationships with suppliers and manufacturers, competition from other leisure product alternatives and mass merchants and other risks detailed in POOLCORP’s 2010 Annual Report on 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 (Loss)

(Unaudited)

(In thousands, except per share data)

	Three Months Ended
	March 31,
		2011			2010
Net sales	$	312,889		$	269,833
Cost of sales		221,479			193,541
Gross profit		91,410			76,292
Percent		29.2	%		28.3	%
Selling and administrative expenses		90,834			84,180
Operating income (loss)		576			(7,888	)
Percent		0.2	%		(2.9	)%
Interest expense, net		1,645			2,354
Loss before income tax benefit and equity earnings		(1,069	)		(10,242	)
Income tax benefit		(419	)		(4,025	)
Equity earnings in unconsolidated investments		12			106
Net loss	$	(638	)	$	(6,111	)
Loss per share:
Basic	$	(0.01	)	$	(0.12	)
Diluted	$	(0.01	)	$	(0.12	)
Weighted average shares outstanding:
Basic		48,864			49,194
Diluted		48,864			49,194
Cash dividends declared per common share	$	0.13		$	0.13

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POOL CORPORATION

Condensed Consolidated Balance Sheets

 (Unaudited)

(In thousands)

			March 31,		March 31,		Change
			2011		2010		$		%
Assets
Current assets:
	Cash and cash equivalents	$	11,420	$	11,494	$	(74	)	(1	)%
	Receivables, net		173,787		157,568		16,219		10
	Product inventories, net		438,791		382,380		56,411		15
	Prepaid expenses and other current assets		6,850		13,513		(6,663	)	(49	)
	Deferred income taxes		10,211		10,681		(470	)	(4	)
Total current assets			641,059		575,636		65,423		11
Property and equipment, net			34,746		32,206		2,540		8
Goodwill			178,516		176,923		1,593		1
Other intangible assets, net			12,597		13,454		(857	)	(6	)
Equity interest investments			903		1,087		(184	)	(17	)
Other assets, net			28,822		28,556		266		1
Total assets		$	896,643	$	827,862	$	68,781		8	%
Liabilities and stockholders’ equity
Current liabilities:
	Accounts payable	$	303,395	$	251,590	$	51,805		21	%
	Accrued expenses and other current liabilities		29,096		25,429		3,667		14
	Current portion of long-term debt and other long-term liabilities		100,064		36,223		63,841		>100
Total current liabilities			432,555		313,242		119,313		38
Deferred income taxes			25,870		21,979		3,891		18
Long-term debt			180,157		242,150		(61,993	)	(26	)
Other long-term liabilities			7,491		7,646		(155	)	(2	)
Total liabilities			646,073		585,017		61,056		10
Total stockholders’ equity			250,570		242,845		7,725		3
Total liabilities and stockholders’ equity		$	896,643	$	827,862	$	68,781		8	%

                                __________________

1.   The allowance for doubtful accounts was $6.5 million at March 31, 2011, $7.1 million at December 31, 2010 and $10.0 million at March 31, 2010.

2.   The inventory reserve was $7.3 million at March 31, 2011 and $7.5 million at March 31, 2010.

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POOL CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

			Three Months Ended March 31,
			2011			2010			Change
Operating activities
Net loss		$	(638	)	$	(6,111	)	$	5,473
Adjustments to reconcile net loss to net cash used in operating activities:
	Depreciation		2,207			2,224			(17	)
	Amortization		444			567			(123	)
	Share-based compensation		1,892			1,871			21
	Excess tax benefits from share-based compensation		(1,405	)		(795	)		(610	)
	Equity earnings in unconsolidated investments		(12	)		(106	)		94
	Other		(1,192	)		(2,329	)		1,137
Changes in operating assets and liabilities, net of effects of acquisitions:
	Receivables		(71,602	)		(59,755	)		(11,847	)
	Product inventories		(91,525	)		(26,576	)		(64,949	)
	Accounts payable		133,674			73,244			60,430
	Other current assets and liabilities		(8,971	)		(7,518	)		(1,453	)
Net cash used in operating activities			(37,128	)		(25,284	)		(11,844	)
Investing activities
Purchase of property and equipment, net of sale proceeds			(6,246	)		(3,133	)		(3,113	)
Net cash used in investing activities			(6,246	)		(3,133	)		(3,113	)
Financing activities
Proceeds from revolving line of credit			167,257			99,050			68,207
Payments on revolving line of credit			(85,800	)		(57,600	)		(28,200	)
Payments on long-term debt and other long-term liabilities			(89	)		(12,043	)		11,954
Payments of deferred financing costs			–			(145	)		145
Excess tax benefits from share-based compensation			1,405			795			610
Proceeds from stock issued under share-based compensation plans			4,512			2,353			2,159
Payments of cash dividends			(6,321	)		(6,418	)		97
Purchases of treasury stock			(35,953	)		(1,533	)		(34,420	)
Net cash provided by financing activities			45,011			24,459			20,552
Effect of exchange rate changes on cash and cash equivalents			62			(391	)		453
Change in cash and cash equivalents			1,699			(4,349	)		6,048
Cash and cash equivalents at beginning of period			9,721			15,843			(6,122	)
Cash and cash equivalents at end of period		$	11,420		$	11,494		$	(74	)

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ADDENDUM

Base Business Results

Since there was only a 1% difference between consolidated and base business sales growth for the first quarter of 2011, we have omitted the schedule that breaks out our consolidated results into the base business component and the excluded component.  In our calculation of base business results, we have excluded the following acquisitions for the periods identified:

Acquired	Acquisition Date	Net Sales Centers Acquired	Periods Excluded
Turf Equipment Supply, Co.	December 2010	3	January 2011–March 2011
Pool Boat and Leisure, S.A.	December 2010	1	January 2011–March 2011
Les Produits de Piscine Metrinox Inc.	April 2010	2	January 2011–March 2011

We also excluded one new market sales center that opened in the second quarter of 2010 from the base business component for the first quarter of 2011.  There were no sales centers excluded from the base business component for the first quarter of 2010.

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.

The table below summarizes the changes in our sales centers in the first quarter of 2011:

December 31, 2010	291
Opened (1)	3
Consolidated	(1	)
March 31, 2011	293

(1)   Includes two new sales centers in Florida and one sales center in Oregon that reopened (a previous SCP network location that closed in December 2007 and has operated within a Horizon network sales center since then).

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Adjusted EBITDA

We define Adjusted EBITDA as net income or net loss plus interest expense, income taxes, depreciation, amortization, share-based compensation, goodwill and other non-cash impairments and equity earnings or loss in unconsolidated investments.  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 loss to Adjusted EBITDA.

(Unaudited)			Three Months Ended March 31,
(In thousands)			2011			2010
Net loss		$	(638	)	$	(6,111	)
	Add:
	Interest expense (1)		1,645			2,354
	Income tax benefit		(419	)		(4,025	)
	Share-based compensation		1,892			1,871
	Equity earnings in unconsolidated investments		(12	)		(106	)
	Depreciation		2,207			2,224
	Amortization (2)		370			466
Adjusted EBITDA		$	5,045		$	(3,327	)

(1)   Shown net of interest income and includes amortization of deferred financing costs as discussed below.

(2)   Excludes amortization of deferred financing costs of $74 for 2011 and $101 for 2010.  This non-cash expense is included in Interest expense, net on the Consolidated Statements of Income (Loss).

The table below presents a reconciliation of Adjusted EBITDA to net cash used in operating activities.  Please see page 5 for our Condensed Consolidated Statements of Cash Flows.

(Unaudited)			Three Months Ended March 31,
(In thousands)			2011			2010
Adjusted EBITDA		$	5,045		$	(3,327	)
	Add:
	Interest expense, net of interest income		(1,571	)		(2,253	)
	Income tax benefit		419			4,025
	Excess tax benefits from share-based compensation		(1,405	)		(795	)
	Other		(1,192	)		(2,329	)
	Change in operating assets and liabilities		(38,424	)		(20,605	)
Net cash used in operating activities		$	(37,128	)	$	(25,284	)

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