S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
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
|
|||
5
|
|||
8
|
|||
20
|
|||
20
|
|||
PART II. OTHER INFORMATION
|
|||
21
|
|||
21
|
|||
22
|
|||
22
|
|||
23
|
|||
24
|
Three Months Ended
|
Six Months Ended
|
|||||||||||
June 30,
|
June 30,
|
|||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||
Net sales
|
$
|
757,175
|
$
|
706,423
|
$
|
1,119,129
|
$
|
1,019,312
|
||||
Cost of sales
|
534,770
|
494,984
|
792,161
|
716,463
|
||||||||
Gross profit
|
222,405
|
211,439
|
326,968
|
302,849
|
||||||||
Selling and administrative expenses
|
114,271
|
113,518
|
212,813
|
204,352
|
||||||||
Operating income
|
108,134
|
97,921
|
114,155
|
98,497
|
||||||||
Interest expense, net
|
2,200
|
1,824
|
3,677
|
3,469
|
||||||||
Income before income taxes and equity earnings
|
105,934
|
96,097
|
110,478
|
95,028
|
||||||||
Provision for income taxes
|
41,018
|
37,670
|
42,055
|
37,251
|
||||||||
Equity earnings in unconsolidated investments
|
27
|
150
|
171
|
162
|
||||||||
Net income
|
$
|
64,943
|
$
|
58,577
|
$
|
68,594
|
$
|
57,939
|
||||
Earnings per share:
|
||||||||||||
Basic
|
$
|
1.38
|
$
|
1.21
|
$
|
1.45
|
$
|
1.19
|
||||
Diluted
|
$
|
1.34
|
$
|
1.19
|
$
|
1.42
|
$
|
1.17
|
||||
Weighted average shares outstanding:
|
||||||||||||
Basic
|
47,142
|
48,231
|
47,330
|
48,546
|
||||||||
Diluted
|
48,288
|
49,116
|
48,430
|
49,352
|
||||||||
Cash dividends declared per common share
|
$
|
0.16
|
$
|
0.14
|
$
|
0.30
|
$
|
0.27
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||
|
2012
|
2011
|
2012
|
2011
|
||||||||
Net income
|
$
|
64,943
|
$
|
58,577
|
$
|
68,594
|
$
|
57,939
|
||||
Other comprehensive income (loss):
|
||||||||||||
Foreign currency translation adjustments
|
(177
|
)
|
1,779
|
(331
|
)
|
1,841
|
||||||
Change in unrealized gains and losses on interest rate swaps,
net of tax of $818, $(281), $853 and $(557)
|
(1,279
|
)
|
433
|
(1,335
|
)
|
861
|
||||||
Total other comprehensive income (loss)
|
(1,456
|
)
|
2,212
|
(1,666
|
)
|
2,702
|
||||||
Comprehensive income
|
$
|
63,487
|
$
|
60,789
|
$
|
66,928
|
$
|
60,641
|
June 30,
|
June 30,
|
December 31,
|
|||||||
2012
|
2011
|
|
2011 (1)
|
||||||
(Unaudited)
|
(Unaudited)
|
||||||||
Assets
|
|||||||||
Current assets:
|
|||||||||
Cash and cash equivalents
|
$
|
50,311
|
$
|
37,218
|
$
|
17,487
|
|||
Receivables, net
|
270,089
|
266,032
|
110,555
|
||||||
Product inventories, net
|
402,266
|
389,763
|
386,924
|
||||||
Prepaid expenses and other current assets
|
8,437
|
7,692
|
11,298
|
||||||
Deferred income taxes
|
11,737
|
10,211
|
11,737
|
||||||
Total current assets
|
742,840
|
710,916
|
538,001
|
||||||
Property and equipment, net
|
45,409
|
38,732
|
41,394
|
||||||
Goodwill
|
177,103
|
178,516
|
177,103
|
||||||
Other intangible assets, net
|
11,497
|
12,221
|
11,738
|
||||||
Equity interest investments
|
1,089
|
1,052
|
980
|
||||||
Other assets, net
|
29,076
|
29,113
|
29,406
|
||||||
Total assets
|
$
|
1,007,014
|
$
|
970,550
|
$
|
798,622
|
|||
Liabilities and stockholders’ equity
|
|||||||||
Current liabilities:
|
|||||||||
Accounts payable
|
$
|
267,990
|
$
|
247,904
|
$
|
177,437
|
|||
Accrued expenses and other current liabilities
|
87,614
|
79,794
|
53,398
|
||||||
Current portion of long-term debt and other long-term liabilities
|
22
|
100,033
|
22
|
||||||
Total current liabilities
|
355,626
|
427,731
|
230,857
|
||||||
Deferred income taxes
|
32,139
|
26,151
|
32,993
|
||||||
Long-term debt
|
309,813
|
206,049
|
247,300
|
||||||
Other long-term liabilities
|
7,058
|
7,663
|
7,726
|
||||||
Total liabilities
|
704,636
|
667,594
|
518,876
|
||||||
Stockholders’ equity:
|
|||||||||
Common stock, $.001 par value; 100,000,000
shares authorized; 46,653,782, 48,253,576 and
47,366,997 shares issued and outstanding at
June 30, 2012, June 30, 2011 and
December 31, 2011, respectively
|
47
|
48
|
47
|
||||||
Additional paid-in capital
|
256,973
|
232,676
|
243,180
|
||||||
Retained earnings
|
44,804
|
66,478
|
34,299
|
||||||
Accumulated other comprehensive income
|
554
|
3,754
|
2,220
|
||||||
Total stockholders’ equity
|
302,378
|
302,956
|
279,746
|
||||||
Total liabilities and stockholders’ equity
|
$
|
1,007,014
|
$
|
970,550
|
$
|
798,622
|
Six Months Ended
June 30,
|
||||||||
2012
|
2011
|
|||||||
Operating activities
|
||||||||
Net income
|
$
|
68,594
|
$
|
57,939
|
|
|||
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
||||||||
Depreciation
|
5,559
|
4,470
|
||||||
Amortization
|
638
|
898
|
||||||
Share-based compensation
|
4,306
|
4,084
|
||||||
Excess tax benefits from share-based compensation
|
(1,609
|
)
|
(2,021
|
)
|
||||
Equity earnings in unconsolidated investments
|
(171
|
)
|
(162
|
)
|
||||
Other
|
1,248
|
(2,798
|
)
|
|||||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
||||||||
Receivables
|
(157,829
|
)
|
(161,549
|
)
|
||||
Product inventories
|
(13,289
|
)
|
(40,962
|
)
|
||||
Prepaid expenses and other assets
|
2,612
|
17
|
||||||
Accounts payable
|
88,946
|
78,192
|
||||||
Accrued expenses and other current liabilities
|
34,516
|
42,953
|
||||||
Net cash provided by (used in) operating activities
|
33,521
|
(18,939
|
)
|
|||||
Investing activities
|
||||||||
Acquisition of businesses, net of cash acquired
|
(4,429
|
)
|
(2,637
|
)
|
||||
Purchase of property and equipment, net of sale proceeds
|
(9,520
|
)
|
(12,427
|
)
|
||||
Other investments, net
|
(166
|
)
|
(113
|
)
|
||||
Net cash used in investing activities
|
(14,115
|
)
|
(15,177
|
)
|
||||
Financing activities
|
||||||||
Proceeds from revolving line of credit
|
345,631
|
345,049
|
||||||
Payments on revolving line of credit
|
(183,118
|
)
|
(237,700
|
)
|
||||
Payments on long-term debt and other long-term liabilities
|
(100,012
|
)
|
(125
|
)
|
||||
Payments of deferred acquisition consideration
|
–
|
(500
|
)
|
|||||
Excess tax benefits from share-based compensation
|
1,609
|
2,021
|
||||||
Proceeds from stock issued under share-based compensation plans
|
7,879
|
7,826
|
||||||
Payments of cash dividends
|
(14,223
|
)
|
(13,074
|
)
|
||||
Purchases of treasury stock
|
(43,866
|
)
|
(43,725
|
)
|
||||
Net cash provided by financing activities
|
13,900
|
59,772
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
(482
|
)
|
1,841
|
|||||
Change in cash and cash equivalents
|
32,824
|
27,497
|
||||||
Cash and cash equivalents at beginning of period
|
17,487
|
9,721
|
||||||
Cash and cash equivalents at end of period
|
$
|
50,311
|
$
|
37,218
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||
Net income
|
$
|
64,943
|
$
|
58,577
|
$
|
68,594
|
$
|
57,939
|
||||||
Weighted average shares outstanding:
|
||||||||||||||
Basic
|
47,142
|
48,231
|
47,330
|
48,546
|
||||||||||
Effect of dilutive securities:
|
||||||||||||||
Stock options and employee stock purchase plan
|
1,146
|
885
|
1,100
|
806
|
||||||||||
Diluted
|
48,288
|
49,116
|
48,430
|
49,352
|
||||||||||
Earnings per share:
|
||||||||||||||
Basic
|
$
|
1.38
|
$
|
1.21
|
$
|
1.45
|
$
|
1.19
|
||||||
Diluted
|
$
|
1.34
|
$
|
1.19
|
$
|
1.42
|
$
|
1.17
|
||||||
Anti-dilutive stock options excluded from diluted earnings per share computations |
991
|
1,384
|
1,174
|
1,420
|
Derivative
|
Effective Date
|
Notional
Amount
(in millions)
|
Fixed
Interest
Rate
|
|||
Interest rate swap 1
|
November 21, 2011
|
$25.0
|
1.185%
|
|||
Interest rate swap 2
|
November 21, 2011
|
$25.0
|
1.185%
|
|||
Interest rate swap 3
|
December 21, 2011
|
$50.0
|
1.100%
|
|||
Interest rate swap 4
|
January 17, 2012
|
$25.0
|
1.050%
|
|||
Interest rate swap 5
|
January 19, 2012
|
$25.0
|
0.990%
|
Unrealized Losses
at June 30,
|
|||||||
Balance Sheet Line Item
|
2012
|
2011
|
|||||
Accrued expenses and other current liabilities
|
$
|
(2,608
|
)
|
$
|
(1,931
|
)
|
Three Months Ended
|
Six Months Ended
|
|||||||||||
June 30,
|
June 30,
|
|||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||
Net sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||
Cost of sales
|
70.6
|
70.1
|
70.8
|
70.3
|
||||||||
Gross profit
|
29.4
|
29.9
|
29.2
|
29.7
|
||||||||
Operating expenses
|
15.1
|
16.1
|
19.0
|
20.0
|
||||||||
Operating income
|
14.3
|
13.9
|
10.2
|
9.7
|
||||||||
Interest expense, net
|
0.3
|
0.3
|
0.3
|
0.3
|
||||||||
Income before income taxes and equity earnings
|
14.0
|
%
|
13.6
|
%
|
9.9
|
%
|
9.3
|
%
|
Note:
|
Due to rounding, percentages may not add up to operating income or income before income taxes and equity earnings.
|
(Unaudited)
|
Base Business
|
Excluded
|
Total
|
||||||||||
(in thousands)
|
Three Months Ended
|
Three Months Ended
|
Three Months Ended
|
||||||||||
June 30,
|
June 30,
|
June 30,
|
|||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
||||||||
Net sales
|
$
|
739,650
|
$
|
703,722
|
$
|
17,525
|
$
|
2,701
|
$
|
757,175
|
$
|
706,423
|
|
Gross profit
|
217,581
|
210,694
|
4,824
|
745
|
222,405
|
211,439
|
|||||||
Gross margin
|
29.4
|
%
|
29.9
|
%
|
27.5
|
%
|
27.6
|
%
|
29.4
|
%
|
29.9
|
%
|
|
Operating expenses
|
110,329
|
112,539
|
3,942
|
979
|
114,271
|
113,518
|
|||||||
Expenses as a % of net sales
|
14.9
|
%
|
16.0
|
%
|
22.5
|
%
|
36.2
|
%
|
15.1
|
%
|
16.1
|
%
|
|
Operating income (loss)
|
107,252
|
98,155
|
882
|
(234
|
)
|
108,134
|
97,921
|
||||||
Operating margin
|
14.5
|
%
|
13.9
|
%
|
5.0
|
%
|
(8.7
|
)%
|
14.3
|
%
|
13.9
|
%
|
Acquired (1)
|
Acquisition
Date
|
Net
Sales Centers Acquired
|
Periods
Excluded
|
|||
CCR Distribution
|
March 2012
|
1
|
April–June 2012
|
|||
Ideal Distributors Ltd.
|
February 2012
|
4
|
April–June 2012
|
|||
G.L. Cornell Company
|
December 2011
|
1
|
April–June 2012
|
|||
Poolway Schwimmbadtechnik GmbH
|
November 2011
|
1
|
April–June 2012
|
|||
The Kilpatrick Company, Inc.
|
May 2011
|
4
|
April–June 2012 and
May–June 2011
|
(1)
|
We acquired certain distribution assets of each of these companies.
|
·
|
acquired sales centers (see table above);
|
·
|
existing sales centers consolidated with acquired sales centers (0);
|
·
|
closed sales centers (0);
|
·
|
consolidated sales centers in cases where we do not expect to maintain the majority of the existing business (0); and
|
·
|
sales centers opened in new markets (3).
|
December 31, 2011
|
298
|
|
Acquired
|
5
|
|
New locations
|
5
|
|
June 30, 2012
|
308
|
Three Months Ended
June 30,
|
||||||||||||
(in millions)
|
2012
|
2011
|
Change
|
|||||||||
Net sales
|
$
|
757.2
|
$
|
706.4
|
$
|
50.8
|
7
|
%
|
·
|
market share gains evidenced by sales growth rates for expanded product offerings such as building materials (12% growth) and higher base business sales growth for the irrigation side of the business;
|
·
|
improvement in consumer discretionary expenditures, including some market recovery in remodeling activity and increased sales of above ground pools (14% growth);
|
·
|
the impact of inflationary product cost increases (estimated at approximately 1% to 2%); and
|
·
|
higher sales of non-discretionary products due to the increased installed base of pools, which we estimate grew 1% over the past year.
|
Three Months Ended
June 30,
|
||||||||||||
(in millions)
|
2012
|
2011
|
Change
|
|||||||||
Gross profit
|
$
|
222.4
|
$
|
211.4
|
$
|
11.0
|
5
|
%
|
||||
Gross margin
|
29.4
|
%
|
29.9
|
%
|
Three Months Ended
June 30,
|
||||||||||||
(in millions)
|
2012
|
2011 |
Change
|
|||||||||
Operating expenses
|
$
|
114.3
|
$
|
113.5
|
$
|
0.8
|
1
|
%
|
||||
Operating expenses as a % of net sales
|
15.1
|
%
|
16.1
|
%
|
(Unaudited)
|
Base Business
|
Excluded
|
Total
|
||||||||||
(in thousands)
|
Six Months Ended
|
Six Months Ended
|
Six Months Ended
|
||||||||||
June 30,
|
June 30,
|
June 30,
|
|||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
||||||||
Net sales
|
$
|
1,090,447
|
$
|
1,015,387
|
$
|
28,682
|
$
|
3,925
|
$
|
1,119,129
|
$
|
1,019,312
|
|
Gross profit
|
318,856
|
301,751
|
8,112
|
1,098
|
326,968
|
302,849
|
|||||||
Gross margin
|
29.2
|
%
|
29.7
|
%
|
28.3
|
%
|
28.0
|
%
|
29.2
|
%
|
29.7
|
%
|
|
Operating expenses
|
205,019
|
202,820
|
7,794
|
1,532
|
212,813
|
204,352
|
|||||||
Expenses as a % of net sales
|
18.8
|
%
|
20.0
|
%
|
27.2
|
%
|
39.0
|
%
|
19.0
|
%
|
20.0
|
%
|
|
Operating income (loss)
|
113,837
|
98,931
|
318
|
(434
|
)
|
114,155
|
98,497
|
||||||
Operating margin
|
10.4
|
%
|
9.7
|
%
|
1.1
|
%
|
(11.1
|
)%
|
10.2
|
%
|
9.7
|
%
|
Acquired (1)
|
Acquisition
Date
|
Net
Sales Centers Acquired
|
Periods
Excluded
|
|||
CCR Distribution
|
March 2012
|
1
|
March–June 2012
|
|||
Ideal Distributors Ltd.
|
February 2012
|
4
|
February–June 2012
|
|||
G.L. Cornell Company
|
December 2011
|
1
|
January–June 2012
|
|||
Poolway Schwimmbadtechnik GmbH
|
November 2011
|
1
|
January–June 2012
|
|||
The Kilpatrick Company, Inc.
|
May 2011
|
4
|
January–June 2012 and
May–June 2011
|
|||
Turf Equipment Supply Co.
|
December 2010
|
3
|
January–February 2012 and
January–February 2011
|
|||
Pool Boat and Leisure, S.A.
|
December 2010
|
1
|
January–February 2012 and
January–February 2011
|
(1)
|
We acquired certain distribution assets of each of these companies.
|
Six Months Ended
June 30,
|
||||||||||||
(in millions)
|
2012
|
2011
|
Change
|
|||||||||
Net sales
|
$
|
1,119.1
|
$
|
1,019.3
|
$
|
99.8
|
10
|
%
|
·
|
market share gains evidenced by sales growth rates for expanded product offerings such as building materials (see discussion below) and an expanded customer base (7% growth for our retail customer segment, which is a strategic priority);
|
·
|
the gradual improvement in consumer discretionary expenditures, including some market recovery in remodeling activity and increased sales of above ground pools (18% growth);
|
·
|
the impact of inflationary product cost increases (estimated at approximately 1% to 2%); and
|
·
|
higher sales of non-discretionary products due to the increased installed base of pools, which we estimate grew 1% over the past year.
|
Six Months Ended
June 30,
|
||||||||||||
(in millions)
|
2012
|
2011
|
Change
|
|||||||||
Gross profit
|
$
|
327.0
|
$
|
302.8
|
$
|
24.2
|
8
|
%
|
||||
Gross margin
|
29.2
|
%
|
29.7
|
%
|
Six Months Ended
June 30,
|
||||||||||||
(in millions)
|
2012
|
2011 |
Change
|
|||||||||
Operating expenses
|
$
|
212.8
|
$
|
204.4
|
$
|
8.4
|
4
|
%
|
||||
Operating expenses as a % of net sales
|
19.0
|
%
|
20.0
|
%
|
·
|
a $2.0 million increase in professional fees and marketing expenses;
|
·
|
higher salary costs due to a 3% increase in average headcount excluding acquisitions; and
|
·
|
increases in other variable expenses related to the growth in sales.
|
·
|
a benefit of approximately $0.02 per diluted share related to the reduction in our estimated annual provision for income taxes recorded in the first quarter of 2012;
|
·
|
an accretive impact of approximately $0.01 per diluted share from the reduction in our weighted average shares outstanding due to our share repurchase activities during the year; and
|
·
|
an unfavorable impact of approximately $0.01 per diluted share due to foreign currency fluctuations.
|
(Unaudited)
|
QUARTER
|
||||||||||||||||
(in thousands)
|
2012
|
2011
|
2010
|
||||||||||||||
Second
|
First
|
Fourth
|
Third
|
Second
|
First
|
Fourth
|
Third
|
||||||||||
Statement of Income (Loss) Data
|
|||||||||||||||||
Net sales
|
$
|
757,175
|
$
|
361,954
|
$
|
270,422
|
$
|
503,584
|
$
|
706,423
|
$
|
312,889
|
$
|
241,426
|
$
|
455,020
|
|
Gross profit
|
222,405
|
104,563
|
80,835
|
147,906
|
211,439
|
91,410
|
73,567
|
130,869
|
|||||||||
Operating income (loss)
|
108,134
|
6,021
|
(14,343
|
)
|
40,913
|
97,921
|
576
|
(16,783
|
)
|
37,047
|
|||||||
Net income (loss)
|
64,943
|
3,651
|
(10,115
|
)
|
24,169
|
58,577
|
(638
|
)
|
(11,805
|
)
|
22,784
|
||||||
Balance Sheet Data
|
|||||||||||||||||
Receivables, net
|
$
|
270,089
|
$
|
201,792
|
$
|
110,555
|
$
|
160,647
|
$
|
266,032
|
$
|
173,787
|
$
|
101,543
|
$
|
155,252
|
|
Product inventories, net
|
402,266
|
462,810
|
386,924
|
337,698
|
389,763
|
438,791
|
347,439
|
306,609
|
|||||||||
Accounts payable
|
267,990
|
319,462
|
177,437
|
120,221
|
247,904
|
303,395
|
169,700
|
127,995
|
|||||||||
Total debt
|
309,813
|
299,011
|
247,300
|
268,700
|
306,049
|
280,157
|
198,700
|
231,200
|
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 U.S. 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 U.S. 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;
|
|
·
|
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,
|
||||||
2012
|
2011
|
|||||
Operating activities
|
$
|
33,521
|
$
|
(18,939
|
)
|
|
Investing activities
|
(14,115
|
)
|
(15,177
|
)
|
||
Financing activities
|
13,900
|
59,772
|
·
|
Maximum Average Total Leverage Ratio. On the last day of each fiscal quarter, our average total leverage ratio must be less than 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 the Credit Facility). As of June 30, 2012, our average total leverage ratio equaled 1.66 (compared to 1.78 as of March 31, 2012) and the TTM average total debt amount used in this calculation was $269.3 million.
|
·
|
Minimum Fixed Charge Coverage Ratio. On the last day of each fiscal quarter, our fixed charge ratio must be greater than or equal to 2.25 to 1.00. Fixed Charge Ratio is the ratio of the TTM EBITDAR divided by TTM Interest Expense paid or payable in cash plus TTM Rental Expense (as those terms are defined in the Credit Facility). As of June 30, 2012, our fixed charge ratio equaled 3.59 (compared to 3.40 as of March 31, 2012) and TTM Rental Expense was $52.3 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 Purchased
|
|||||||
Period
|
Purchased (1)
|
Paid per Share
|
Announced Plan (2)
|
Under the Plan (3)
|
||||||
April 1-30, 2012
|
167,900
|
$
|
36.53
|
167,900
|
$
|
61,223,984
|
||||
May 1-31, 2012
|
607,198
|
$
|
36.42
|
600,000
|
$
|
39,370,946
|
||||
June 1-30, 2012
|
365,639
|
$
|
36.24
|
365,639
|
$
|
26,119,960
|
||||
Total
|
1,140,737
|
$
|
36.38
|
1,133,539
|
(1)
|
These shares may 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 or lapses upon vesting of restrictions on previously restricted share awards, and/or to cover the exercise price of such options granted under our share-based compensation plans. There were 7,198 shares surrendered for this purpose in May 2012 and no shares surrendered for this purpose in April or June 2012.
|
(2)
|
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)
|
As of July 23, 2012, $26.1 million of the authorized amount remained available under our current 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.
|
X
|
|||||||||
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.
|
X
|
|||||||||
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.
|
X
|
|||||||||
101.INS
|
+
|
XBRL Instance Document
|
X
|
|||||||
101.SCH
|
+
|
XBRL Taxonomy Extension Schema Document
|
X
|
|||||||
101.CAL
|
+
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
X
|
|||||||
101.DEF
|
+
|
XBRL Taxonomy Extension Definition Linkbase Document
|
X
|
|||||||
101.LAB
|
+
|
XBRL Taxonomy Extension Label Linkbase Document
|
X
|
|||||||
101.PRE
|
+
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
X
|
+
|
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, 2012 and June 30, 2011;
|
2.
|
Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2012 and June 30, 2011;
|
3.
|
Consolidated Balance Sheets at June 30, 2012, June 30, 2011 and December 31, 2011;
|
4.
|
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and June 30, 2011; and
|
5.
|
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 27, 2012
|
/s/ Mark W. Joslin
|
|
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 27, 2012
|
/s/ Manuel J. Perez de la Mesa
|
|
Manuel J. Perez de la Mesa | ||
President and Chief Executive Officer |
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) 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
|
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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$
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M7925.N'MF`HX@J(-QKB
Earnings Per Share
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share | Note 2 - Earnings Per Share We calculate basic earnings per share (EPS) by dividing net income by the weighted average number of common shares outstanding. We include outstanding unvested restricted stock awards of our common stock in the basic weighted average share calculation. Diluted EPS includes the dilutive effects of other share-based awards. Stock options with exercise prices that are higher than the average market prices of our common stock are excluded from the diluted EPS calculation because their effect is anti-dilutive. The table below presents the computation of earnings per share, including the reconciliation of basic and diluted weighted average shares outstanding (in thousands, except EPS):
|