S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
or
|
£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
|
POOL CORPORATION
|
||
(Exact name of registrant as specified in its charter)
|
||
Delaware
|
36-3943363
|
|
(State or other jurisdiction of
|
(I.R.S. 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)
|
||
Large accelerated filer x
|
Accelerated filer ¨
|
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
|
Smaller reporting company ¨
|
PART I. FINANCIAL INFORMATION
|
|||
Item 1. Financial Statements (Unaudited)
|
|||
1
|
|||
2
|
|||
3
|
|||
4
|
|||
7
|
|||
19
|
|||
19
|
|||
PART II. OTHER INFORMATION
|
|||
20
|
|||
20
|
|||
20
|
|||
21
|
|||
22
|
Three Months Ended
|
Six Months Ended
|
|||||||||||
June 30,
|
June 30,
|
|||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||
Net sales
|
$
|
706,423
|
$
|
647,467
|
$
|
1,019,312
|
$
|
917,300
|
||||
Cost of sales
|
494,984
|
456,933
|
716,463
|
650,474
|
||||||||
Gross profit
|
211,439
|
190,534
|
302,849
|
266,826
|
||||||||
Selling and administrative expenses
|
113,518
|
101,665
|
204,352
|
185,845
|
||||||||
Operating income
|
97,921
|
88,869
|
98,497
|
80,981
|
||||||||
Interest expense, net
|
1,824
|
1,928
|
3,469
|
4,282
|
||||||||
Income before income taxes and equity earnings (losses)
|
96,097
|
86,941
|
95,028
|
76,699
|
||||||||
Provision for income taxes
|
37,670
|
34,167
|
37,251
|
30,142
|
||||||||
Equity earnings (losses) in unconsolidated investments
|
150
|
(4
|
)
|
162
|
102
|
|||||||
Net income
|
$
|
58,577
|
$
|
52,770
|
$
|
57,939
|
$
|
46,659
|
||||
Earnings per share:
|
||||||||||||
Basic
|
$
|
1.21
|
$
|
1.07
|
$
|
1.19
|
$
|
0.95
|
||||
Diluted
|
$
|
1.19
|
$
|
1.05
|
$
|
1.17
|
$
|
0.93
|
||||
Weighted average shares outstanding:
|
||||||||||||
Basic
|
48,231
|
49,513
|
48,546
|
49,355
|
||||||||
Diluted
|
49,116
|
50,445
|
49,352
|
50,169
|
||||||||
Cash dividends declared per common share
|
$
|
0.14
|
$
|
0.13
|
$
|
0.27
|
$
|
0.26
|
June 30,
|
June 30,
|
December 31,
|
|||||||
2011
|
2010
|
|
2010 (1)
|
||||||
(Unaudited)
|
(Unaudited)
|
||||||||
Assets
|
|||||||||
Current assets:
|
|||||||||
Cash and cash equivalents
|
$
|
37,218
|
$
|
36,985
|
$
|
9,721
|
|||
Receivables, net
|
266,032
|
238,638
|
101,543
|
||||||
Product inventories, net
|
389,763
|
331,537
|
347,439
|
||||||
Prepaid expenses and other current assets
|
7,692
|
8,001
|
7,678
|
||||||
Deferred income taxes
|
10,211
|
10,681
|
10,211
|
||||||
Total current assets
|
710,916
|
625,842
|
476,592
|
||||||
Property and equipment, net
|
38,732
|
32,162
|
30,685
|
||||||
Goodwill
|
178,516
|
178,087
|
178,516
|
||||||
Other intangible assets, net
|
12,221
|
13,861
|
12,965
|
||||||
Equity interest investments
|
1,052
|
1,083
|
966
|
||||||
Other assets, net
|
29,113
|
28,836
|
28,821
|
||||||
Total assets
|
$
|
970,550
|
$
|
879,871
|
$
|
728,545
|
|||
Liabilities and stockholders’ equity
|
|||||||||
Current liabilities:
|
|||||||||
Accounts payable
|
$
|
247,904
|
$
|
221,374
|
$
|
169,700
|
|||
Accrued expenses and other current liabilities
|
79,794
|
70,816
|
41,704
|
||||||
Current portion of long-term debt and other long-term liabilities
|
100,033
|
24,220
|
134
|
||||||
Total current liabilities
|
427,731
|
316,410
|
211,538
|
||||||
Deferred income taxes
|
26,151
|
22,132
|
25,593
|
||||||
Long-term debt
|
206,049
|
242,131
|
198,700
|
||||||
Other long-term liabilities
|
7,663
|
7,747
|
7,532
|
||||||
Total liabilities
|
667,594
|
588,420
|
443,363
|
||||||
Stockholders’ equity:
|
|||||||||
Common stock, $.001 par value; 100,000,000 shares authorized;
48,253,576 and 49,548,424 shares issued and outstanding at
June 30, 2011 and June 30, 2010, respectively, and 49,381,678 shares
issued and 49,278,578 shares outstanding at December 31, 2010
|
48
|
50
|
49
|
||||||
Additional paid-in capital
|
232,676
|
211,091
|
218,744
|
||||||
Retained earnings
|
66,478
|
79,395
|
67,681
|
||||||
Treasury stock
|
–
|
–
|
(2,344
|
)
|
|||||
Accumulated other comprehensive income
|
3,754
|
915
|
1,052
|
||||||
Total stockholders’ equity
|
302,956
|
291,451
|
285,182
|
||||||
Total liabilities and stockholders’ equity
|
$
|
970,550
|
$
|
879,871
|
$
|
728,545
|
Six Months Ended
|
|||||||
June 30,
|
|||||||
2011
|
2010
|
||||||
Operating activities
|
|||||||
Net income
|
$
|
57,939
|
$
|
46,659
|
|||
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|||||||
Depreciation
|
4,470
|
4,469
|
|||||
Amortization
|
898
|
1,190
|
|||||
Share-based compensation
|
4,084
|
4,034
|
|||||
Excess tax benefits from share-based compensation
|
(2,021
|
)
|
(1,102
|
)
|
|||
Equity earnings in unconsolidated investments
|
(162
|
)
|
(102
|
)
|
|||
Other
|
(2,798
|
)
|
(3,914
|
)
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|||||||
Receivables
|
(161,549
|
)
|
(132,960
|
)
|
|||
Product inventories
|
(40,962
|
)
|
29,410
|
||||
Accounts payable
|
78,192
|
37,793
|
|||||
Other current assets and liabilities
|
42,970
|
43,238
|
|||||
Net cash (used in) provided by operating activities
|
(18,939
|
)
|
28,715
|
||||
Investing activities
|
|||||||
Acquisition of businesses, net of cash acquired
|
(2,637
|
)
|
(4,872
|
)
|
|||
Purchase of property and equipment, net of sale proceeds
|
(12,427
|
)
|
(5,084
|
)
|
|||
Other investments
|
(113
|
)
|
–
|
||||
Net cash used in investing activities
|
(15,177
|
)
|
(9,956
|
)
|
|||
Financing activities
|
|||||||
Proceeds from revolving line of credit
|
345,049
|
216,539
|
|||||
Payments on revolving line of credit
|
(237,700
|
)
|
(177,637
|
)
|
|||
Payments on long-term debt and other long-term liabilities
|
(125
|
)
|
(24,118
|
)
|
|||
Payments of deferred acquisition consideration
|
(500
|
)
|
(500
|
)
|
|||
Payments of deferred financing costs
|
–
|
(145
|
)
|
||||
Excess tax benefits from share-based compensation
|
2,021
|
1,102
|
|||||
Proceeds from stock issued under share-based compensation plans
|
7,826
|
3,172
|
|||||
Payments of cash dividends
|
(13,074
|
)
|
(12,858
|
)
|
|||
Purchases of treasury stock
|
(43,725
|
)
|
(1,534
|
)
|
|||
Net cash provided by financing activities
|
59,772
|
4,021
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
1,841
|
(1,638
|
)
|
||||
Change in cash and cash equivalents
|
27,497
|
21,142
|
|||||
Cash and cash equivalents at beginning of period
|
9,721
|
15,843
|
|||||
Cash and cash equivalents at end of period
|
$
|
37,218
|
$
|
36,985
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||
Net income
|
$
|
58,577
|
$
|
52,770
|
$
|
57,939
|
$
|
46,659
|
||||||
Weighted average common shares outstanding:
|
||||||||||||||
Basic
|
48,231
|
49,513
|
48,546
|
49,355
|
||||||||||
Effect of dilutive securities:
|
||||||||||||||
Stock options and employee stock purchase plan
|
885
|
932
|
806
|
814
|
||||||||||
Diluted
|
49,116
|
50,445
|
49,352
|
50,169
|
||||||||||
Basic earnings per share
|
$
|
1.21
|
$
|
1.07
|
$
|
1.19
|
$
|
0.95
|
||||||
Diluted earnings per share
|
$
|
1.19
|
$
|
1.05
|
$
|
1.17
|
$
|
0.93
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||
Net income
|
$
|
58,577
|
$
|
52,770
|
$
|
57,939
|
$
|
46,659
|
||||
Foreign currency translation adjustments
|
1,779
|
(1,247
|
)
|
1,841
|
(1,638
|
)
|
||||||
Unrealized gains on interest rate swaps (1)
|
433
|
235
|
861
|
327
|
||||||||
Comprehensive income
|
$
|
60,789
|
$
|
51,758
|
$
|
60,641
|
$
|
45,348
|
|
(1)
|
Amounts are shown net of tax.
|
|
Foreign Currency Translation
|
Unrealized Gains (Losses) on Interest Rate Swaps (1)
|
Total
|
||||||
Balance at December 31, 2010
|
$
|
3,085
|
$
|
(2,033
|
)
|
$
|
1,052
|
||
Net change
|
1,841
|
861
|
2,702
|
||||||
Balance at June 30, 2011
|
$
|
4,926
|
$
|
(1,172
|
)
|
$
|
3,754
|
|
(1)
|
Amounts are shown net of tax.
|
Unrealized Losses
at June 30,
|
|||||||
Balance Sheet Line Item
|
2011
|
2010
|
|||||
Accrued expenses and other current liabilities
|
$
|
(1,931
|
)
|
$
|
(4,449
|
)
|
Three Months Ended
|
Six Months Ended
|
|||||||||||
June 30,
|
June 30,
|
|||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||
Net sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||
Cost of sales
|
70.1
|
70.6
|
70.3
|
70.9
|
||||||||
Gross profit
|
29.9
|
29.4
|
29.7
|
29.1
|
||||||||
Operating expenses
|
16.1
|
15.7
|
20.0
|
20.3
|
||||||||
Operating income
|
13.9
|
13.7
|
9.7
|
8.8
|
||||||||
Interest expense, net
|
0.3
|
0.3
|
0.3
|
0.5
|
||||||||
Income before income taxes and equity earnings (losses)
|
13.6
|
%
|
13.4
|
%
|
9.3
|
%
|
8.4
|
%
|
Note:
|
Due to rounding, percentages may not add up to operating income or income before income taxes and equity earnings (losses).
|
(Unaudited)
|
Base Business
|
Excluded
|
Total
|
|||||||||||
(In thousands)
|
Three Months Ended
|
Three Months Ended
|
Three Months Ended
|
|||||||||||
June 30,
|
June 30,
|
June 30,
|
||||||||||||
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
|||||||||
Net sales
|
$
|
694,534
|
$
|
642,280
|
$
|
11,889
|
$
|
5,187
|
$
|
706,423
|
$
|
647,467
|
||
Gross profit
|
208,098
|
188,969
|
3,341
|
1,565
|
211,439
|
190,534
|
||||||||
Gross margin
|
30.0
|
%
|
29.4
|
%
|
28.1
|
%
|
30.2
|
%
|
29.9
|
%
|
29.4
|
%
|
||
Operating expenses
|
110,696
|
100,739
|
2,822
|
926
|
113,518
|
101,665
|
||||||||
Expenses as a % of net sales
|
15.9
|
%
|
15.7
|
%
|
23.7
|
%
|
17.9
|
%
|
16.1
|
%
|
15.7
|
%
|
||
Operating income
|
97,402
|
88,230
|
519
|
639
|
97,921
|
88,869
|
||||||||
Operating margin
|
14.0
|
%
|
13.7
|
%
|
4.4
|
%
|
12.3
|
%
|
13.9
|
%
|
13.7
|
%
|
Acquired
|
Acquisition
Date
|
Net
Sales Centers Acquired
|
Periods
Excluded
|
|||
The Kilpatrick Company, Inc. (1)
|
May 2011
|
4
|
May 2011 – June 2011
|
|||
Turf Equipment Supply Co. (1)
|
December 2010
|
3
|
April 2011 – June 2011
|
|||
Pool Boat and Leisure, S.A. (1)
|
December 2010
|
1
|
April 2011 – June 2011
|
|||
Les Produits de Piscine Metrinox Inc.
|
April 2010
|
2
|
April 2011 – June 2011 and
April 2010 – June 2010
|
(1)
|
We acquired certain distribution assets of these companies.
|
December 31, 2010
|
291
|
|
Acquired
|
4
|
|
Opened (1)
|
4
|
|
Consolidated
|
(2
|
)
|
June 30, 2011
|
297
|
|
(1)
|
Includes two new sales centers in Florida, one new sales center in Puerto Rico 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).
|
Three Months Ended
June 30,
|
||||||||||||
(in millions)
|
2011
|
2010
|
Change
|
|||||||||
Net sales
|
$
|
706.4
|
$
|
647.5
|
$
|
58.9
|
9
|
%
|
Three Months Ended
June 30,
|
||||||||||||
(in millions)
|
2011
|
2010
|
Change
|
|||||||||
Gross profit
|
$
|
211.4
|
$
|
190.5
|
$
|
20.9
|
11
|
%
|
||||
Gross margin
|
29.9
|
%
|
29.4
|
%
|
Three Months Ended
June 30,
|
||||||||||||
(in millions)
|
2011
|
2010 |
Change
|
|||||||||
Operating expenses
|
$
|
113.5
|
$
|
101.7
|
$
|
11.8
|
12
|
%
|
||||
Operating expenses as a % of net sales
|
16.1
|
%
|
15.7
|
%
|
|
·
|
a $5.2 million increase in employee incentive costs;
|
|
·
|
a $1.4 million increase in delivery costs, including higher delivery volumes and higher fuel costs;
|
|
·
|
a $1.2 million impact from currency fluctuations;
|
|
·
|
bad debt expense, which was $0.9 million higher due to an adjustment recorded in the second quarter of 2010 that reduced the allowance for doubtful accounts; and
|
|
·
|
other variable expenses, which increased along with our base business sales growth.
|
(Unaudited)
|
Base Business
|
Excluded
|
Total
|
|||||||||||
(In thousands)
|
Six Months Ended
|
Six Months Ended
|
Six Months Ended
|
|||||||||||
June 30,
|
June 30,
|
June 30,
|
||||||||||||
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
|||||||||
Net sales
|
$
|
1,004,422
|
$
|
912,120
|
$
|
14,890
|
$
|
5,180
|
$
|
1,019,312
|
$
|
917,300
|
||
Gross profit
|
298,559
|
265,270
|
4,290
|
1,556
|
302,849
|
266,826
|
||||||||
Gross margin
|
29.7
|
%
|
29.1
|
%
|
28.8
|
%
|
30.0
|
%
|
29.7
|
%
|
29.1
|
%
|
||
Operating expenses
|
199,974
|
184,839
|
4,378
|
1,006
|
204,352
|
185,845
|
||||||||
Expenses as a % of net sales
|
19.9
|
%
|
20.3
|
%
|
29.4
|
%
|
19.4
|
%
|
20.0
|
%
|
20.3
|
%
|
||
Operating income (loss)
|
98,585
|
80,431
|
(88
|
)
|
550
|
98,497
|
80,981
|
|||||||
Operating margin
|
9.8
|
%
|
8.8
|
%
|
(0.6
|
)%
|
10.6
|
%
|
9.7
|
%
|
8.8
|
%
|
Acquired
|
Acquisition
Date
|
Net
Sales Centers Acquired
|
Periods
Excluded
|
|||
The Kilpatrick Company, Inc. (1)
|
May 2011
|
4
|
May 2011 – June 2011
|
|||
Turf Equipment Supply Co. (1)
|
December 2010
|
3
|
January 2011 – June 2011
|
|||
Pool Boat and Leisure, S.A. (1)
|
December 2010
|
1
|
January 2011 – June 2011
|
|||
Les Produits de Piscine Metrinox Inc.
|
April 2010
|
2
|
January 2011 – June 2011 and
April 2010 – June 2010
|
(1)
|
We acquired certain distribution assets of these companies.
|
Six Months Ended
June 30,
|
||||||||||||
(in millions)
|
2011
|
2010
|
Change
|
|||||||||
Net sales
|
$
|
1,019.3
|
$
|
917.3
|
$
|
102.0
|
11
|
%
|
Six Months Ended
June 30,
|
||||||||||||
(in millions)
|
2011
|
2010
|
Change
|
|||||||||
Gross profit
|
$
|
302.8
|
$
|
266.8
|
$
|
36.0
|
13
|
%
|
||||
Gross margin
|
29.7
|
%
|
29.1
|
%
|
Six Months Ended
June 30,
|
||||||||||||
(in millions)
|
2011
|
2010
|
Change
|
|||||||||
Operating expenses
|
$
|
204.4
|
$
|
185.8
|
$
|
18.6
|
10
|
%
|
||||
Operating expenses as a % of net sales
|
20.0
|
%
|
20.3
|
%
|
(Unaudited) |
QUARTERS
|
|||||||||||||||||
(in thousands)
|
2011
|
2010
|
2009
|
|||||||||||||||
|
Second
|
First
|
Fourth
|
Third
|
Second
|
First
|
Fourth
|
Third
|
||||||||||
Statement of Income (Loss) Data
|
||||||||||||||||||
Net sales
|
$
|
706,423
|
$
|
312,889
|
$
|
241,426
|
$
|
455,020
|
$
|
647,467
|
$
|
269,833
|
$
|
231,032
|
$
|
430,054
|
||
Gross profit
|
211,439
|
91,410
|
73,567
|
130,869
|
190,534
|
76,292
|
67,069
|
123,394
|
||||||||||
Operating income (loss)
|
97,921
|
576
|
(16,783
|
)
|
37,047
|
88,869
|
(7,888
|
)
|
(21,776
|
)
|
32,142
|
|||||||
Net income (loss)
|
58,577
|
(638
|
)
|
(11,805
|
)
|
22,784
|
52,770
|
(6,111
|
)
|
(13,606
|
)
|
(9,322
|
) (1)
|
|||||
Balance Sheet Data
|
||||||||||||||||||
Receivables, net
|
$
|
266,032
|
$
|
173,787
|
$
|
101,543
|
$
|
155,252
|
$
|
238,638
|
$
|
157,568
|
$
|
96,364
|
$
|
149,733
|
||
Product inventories, net
|
389,763
|
438,791
|
347,439
|
306,609
|
331,537
|
382,380
|
355,528
|
318,177
|
||||||||||
Accounts payable
|
247,904
|
303,395
|
169,700
|
127,995
|
221,374
|
251,590
|
178,391
|
137,761
|
||||||||||
Total debt
|
306,049
|
280,157
|
198,700
|
231,200
|
266,131
|
278,150
|
248,700
|
273,300
|
(1)
|
Includes the impact of a $26.5 million equity loss that we recognized in September 2009 related to our pro rata share of Latham Acquisition Corporation’s (LAC) non-cash goodwill and other intangible asset impairment charge. The recognized loss resulted in the full write-off of our equity method investment in LAC.
|
Weather
|
Possible Effects
|
|
Hot and dry
|
•
|
Increased purchases of chemicals and supplies
|
for existing swimming pools
|
||
•
|
Increased purchases of above-ground pools and
|
|
irrigation products
|
||
Unseasonably cool weather or
|
•
|
Fewer pool and landscape installations
|
extraordinary amounts of rain
|
•
|
Decreased purchases of chemicals and supplies
|
•
|
Decreased purchases of impulse items such as
|
|
above-ground pools and accessories
|
||
Unseasonably early warming trends in spring/late cooling trends in fall
|
•
|
A longer pool and landscape season, thus positively impacting our sales
|
(primarily in the northern half of the US and Canada)
|
||
Unseasonably late warming trends in spring/early cooling trends in fall
|
•
|
A shorter pool and landscape season, thus negatively impacting our sales
|
(primarily in the northern half of the US and Canada)
|
|
·
|
cash flows generated from operating activities;
|
|
·
|
the adequacy of available bank lines of credit;
|
|
·
|
acquisitions;
|
|
·
|
scheduled debt payments;
|
|
·
|
dividend payments;
|
|
·
|
capital expenditures;
|
|
·
|
the timing and extent of share repurchases; and
|
|
·
|
the ability to attract long-term capital with satisfactory terms.
|
|
·
|
maintenance and new sales center capital expenditures, which has averaged approximately 0.5% to 0.75% of net sales historically, but was below and at the bottom of this range between 2008 and 2010 due to lower capacity expansion;
|
|
·
|
strategic acquisitions executed opportunistically;
|
|
·
|
payment of cash dividends as and when declared by our Board of Directors (Board);
|
|
·
|
repurchase of common stock at Board-defined parameters; and
|
|
·
|
repayment of debt.
|
Six Months Ended
June 30,
|
||||||
2011
|
2010
|
|||||
Operating activities
|
$
|
(18,939
|
)
|
$
|
28,715
|
|
Investing activities
|
(15,177
|
)
|
(9,956
|
)
|
||
Financing activities
|
59,772
|
4,021
|
|
·
|
Maximum Average Total Leverage Ratio. On the last day of each fiscal quarter, our average total leverage ratio must be less than or equal to 3.25 to 1.00. Average Total Leverage Ratio is the ratio of the trailing twelve months (TTM) Average Total Funded Indebtedness plus the TTM Average Accounts Securitization Proceeds divided by the TTM EBITDA (as those terms are defined in our amended Credit Facility). As of June 30, 2011, our average total leverage ratio equaled 1.75 (compared to 1.81 as of March 31, 2011) and the TTM average total debt amount used in this calculation was $242.6 million.
|
|
·
|
Minimum Fixed Charge Ratio. On the last day of each fiscal quarter, our fixed charge ratio must be greater than 2.25 to 1.00. Fixed Charge Ratio is the ratio of the TTM EBITDAR (as defined in our amended Credit Facility) divided by TTM Interest Expense (as defined in our amended Credit Facility) paid or payable in cash plus TTM Rental Expense (as defined in our amended Credit Facility). As of June 30, 2011, our fixed charge ratio equaled 3.13 (compared to 2.96 as of March 31, 2011) and TTM Rental Expense was $54.9 million.
|
|
·
|
those that require the use of assumptions about matters that are inherently and highly uncertain at the time the estimates are made; and
|
|
·
|
those for which changes in the estimate or assumptions, or the use of different estimates and assumptions, could have a material impact on our consolidated results of operations or financial condition.
|
Total Number of
|
Maximum Approximate
|
|||||||||
Total Number
|
Shares Purchased
|
Dollar Value of Shares
|
||||||||
of Shares
|
Average Price
|
as Part of Publicly
|
That May Yet be
|
|||||||
Period
|
Purchased (1)
|
Paid per Share
|
Announced Plan (2)
|
Purchased Under the Plan (3)
|
||||||
April 1-30, 2011
|
277,030
|
$
|
25.18
|
272,950
|
$
|
1,600,900
|
||||
May 1-31, 2011
|
4,219
|
$
|
29.28
|
-
|
$
|
100,000,000
|
||||
June 1-30, 2011
|
25,100
|
$
|
26.72
|
25,100
|
$
|
99,328,618
|
||||
Total
|
306,349
|
$
|
25.37
|
298,050
|
(1)
|
These shares include shares of our common stock surrendered to us by employees in order to satisfy tax withholding obligations in connection with certain exercises of employee stock options and/or the exercise price of such options granted under our share-based compensation plans. Shares surrendered totaled 4,080 shares in April and 4,219 shares in May. There were no shares surrendered for this purpose in June.
|
(2)
|
In July 2002, our Board authorized $50.0 million for the repurchase of shares of our common stock in the open market. In August 2004, November 2005 and August 2006, our Board increased the authorization for the repurchase of shares of our common stock in the open market to a total of $50.0 million from the amounts remaining at each of those dates. In November 2006 and August 2007, our Board increased the authorization for the repurchase of shares of our common stock in the open market to $100.0 million from the amounts remaining at each of those dates.
|
|
In May 2011, our Board authorized a new $100.0 million share repurchase program for the repurchase of shares of our common stock in the open market at prevailing market prices or in privately negotiated transactions. This program replaced our previous share repurchase program.
|
(3)
|
The amount shown as of the end of April 2011 represents the amount remaining under the previously authorized share repurchase program. The amounts shown as of the end of May and June 2011 represent the amounts remaining under the newly authorized share repurchase program. As of July 22, 2011, $99.3 million of the authorized amount remained available under our new share repurchase program.
|
POOL CORPORATION
|
||
By:
|
/s/ Mark W. Joslin | |
Mark W. Joslin
Vice President and Chief Financial Officer, and duly authorized signatory on behalf of the Registrant
|
Incorporated by Reference
|
|||||||||||
No.
|
Description
|
Filed or Furnished with this
Form 10-Q
|
Form
|
File No.
|
Date Filed
|
||||||
3.1
|
Restated Certificate of Incorporation of the Company.
|
10-Q
|
000-26640
|
08/09/2006
|
|||||||
3.2
|
Restated Composite Bylaws of the Company.
|
10-Q
|
000-26640
|
08/09/2006
|
|||||||
4.1
|
Form of certificate representing shares of common stock of the Company.
|
8-K
|
000-26640
|
05/19/2006
|
|||||||
Certification by Mark W. Joslin pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
ü
|
||||||||||
Certification by Manuel J. Perez de la Mesa pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
ü
|
||||||||||
Certification by Manuel J. Perez de la Mesa and Mark W. Joslin pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
ü
|
||||||||||
101.INS
|
+
|
XBRL Instance Document
|
ü
|
||||||||
101.SCH
|
+
|
XBRL Taxonomy Extension Schema Document
|
ü
|
||||||||
101.CAL
|
+
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
ü
|
||||||||
101.DEF
|
+
|
XBRL Taxonomy Extension Definition Linkbase Document
|
ü
|
||||||||
101.LAB
|
+
|
XBRL Taxonomy Extension Label Linkbase Document
|
ü
|
||||||||
101.PRE
|
+
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
ü
|
+
|
Attached as Exhibit 101 to this report are the following items formatted in XBRL (Extensible Business Reporting Language):
|
|
1.
|
Consolidated Statements of Income for the three and six months ended June 30, 2011 and June 30, 2010;
|
|
2.
|
Consolidated Balance Sheets at June 30, 2011, June 30, 2010 and December 31, 2010;
|
|
3.
|
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and June 30, 2010; and
|
|
4.
|
Notes to Consolidated Financial Statements.
|
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. |
1.
|
I have reviewed this quarterly report on Form 10-Q of Pool Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Date: July 29, 2011
|
/s/ Mark W. Joslin
|
|
Vice President and Chief Financial Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Pool Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Date: July 29, 2011
|
/s/ Manuel J. Perez de la Mesa
|
|
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Manuel J. Perez de la Mesa
|
|
Manuel J. Perez de la Mesa
|
|
President and Chief Executive Officer
|
|
/s/ Mark W. Joslin
|
|
Mark W. Joslin
|
|
Vice President and Chief Financial Officer
|
&%P+S$N,"\`/#]X<&%C:V5T(&)E
M9VEN/2?ON[\G(&ED/2=7-4TP37!#96AI2'IR95-Z3E1C>FMC.60G/SX*/'@Z
M>&UP;65T82!X;6QN&Z$'06^8@;]T>XG6NX1H3^43)F``:2N[H+!^4`9S3OB3(':Z$
MWP#YB3NW=8:SS.U"GN@O\SCJH[^DS'!2R821G,5/T>,-9+:0T5"TD]J($NT(
M7925.N'MF`HX@J(-QKB