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) February 14, 2013

______________

POOL CORPORATION

(Exact name of registrant as specified in its charter)

______________

Delaware	0-26640	36-3943363
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

109 Northpark Boulevard, Covington, Louisiana	70433-5001
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code	985-892-5521

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition.

The following information is being provided under Form 8-K Item 2.02 and should not be deemed incorporated by reference by any general statement incorporating by reference this Current Report on Form 8-K into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates this information by reference, and none of this information should be deemed "filed" under such acts.

On February 14, 2013, Pool Corporation, a Delaware corporation, issued a press release announcing fiscal 2012 results and providing 2013 earnings guidance.

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

Item 7.01  Regulation FD Disclosure.

On February 14, 2013, 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 February 14, 2013, announcing fiscal 2012 results and providing 2013 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: February 14, 2013

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

POOL CORPORATION REPORTS RECORD 2012 RESULTS

AND PROVIDES 2013 EARNINGS GUIDANCE

Highlights include:

• Sales growth of 9% to a record $1.95 billion

• 2012 diluted EPS of $1.71; adjusted diluted EPS up 23% to a record $1.85

• 2013 diluted EPS guidance of $2.13 to $2.23

______________________

COVINGTON, LA. (February 14, 2013) – Pool Corporation (NASDAQ/GSM:POOL) today announced fourth quarter and full year 2012 results.

“Solid performance in 2012 produced record results, surpassing our objectives. We turned challenges into opportunities, and opportunities into success. Our market share gains reflect our continued efforts to provide added value to our customers by helping them succeed utilizing our tools, programs and resources for their businesses and markets. At 23% adjusted EPS growth for 2012, this is our third consecutive year of greater than 20% EPS growth,” commented Manuel Perez de la Mesa, President and CEO.

Net sales for the year ended December 31, 2012increased 9% to a record high of $1.95 billion, compared to $1.79 billion in 2011. Base business sales increased 7%, including 7% growth on the swimming pool side of the business and 10% growth on the irrigation side. Base business sales growth was driven by market share gains, continued improvement in consumer discretionary expenditures and some price inflation, partially offset by unfavorable currency fluctuations of approximately 1%.

Gross profit for the year ended December 31, 2012increased 7% to $567.4 million from $531.6 million in 2011. Gross profit as a percentage of net sales (gross margin) decreased 60 basis points to 29.0% for 2012. This decrease reflects product and customer mix changes and continued competitive pricing pressures. Gross margin in 2012 was also comparatively lower than 2011 gross margin due to the benefits realized in 2011 from opportunistic inventory purchases.

Selling and administrative expenses (operating expenses) for 2012increased 3% to $415.6 million from $405.0 million in 2011. Base business operating expenses were essentially flat year over year, as decreases in employee incentive costs, lower bad debt expense and the impact of currency fluctuations were offset by higher professional fees and increases in wages and employee insurance.

During the third quarter of 2012, the company recorded a non-cash goodwill impairment charge of $6.9 million, equal to the total goodwill carrying amount of its United Kingdom reporting unit, which had an impact of $0.14 per diluted share. During the fourth quarter of 2011, the company recorded a non-cash goodwill impairment charge of $1.6 million resulting from its annual goodwill impairment analysis, which had an impact of $0.03 per diluted share. Adjusted operating income, adjusted net income and adjusted diluted EPS for all periods exclude goodwill impairment and are provided in this release because the company believes these amounts are useful to investors in assessing year-over-year operating performance.

Operating income for the year improved 16% to $144.9 million from $125.1 million in 2011. Adjusted operating income for 2012 increased 20% to $151.8 million compared to adjusted operating income for 2011 of $126.7 million. Adjusted operating income as a percentage of net sales (operating margin) increased to 7.8% in 2012 compared to 7.1% in 2011.

Net interest expense decreased $1.5 million primarily due to the impacts of changes in estimated interest expense related to uncertain tax positions and foreign currency transaction gains and losses.

Net income increased 14% to $82.0 million in 2012 compared to $72.0 million in 2011. Earnings per share was up 16% to $1.71 per diluted share compared to $1.47 per diluted share in 2011. Adjusted net income for 2012 increased 21% to $88.9 million, while adjusted diluted EPS increased 23% to a record $1.85. Adjusted EBITDA (as defined in the addendum to this release) increased 19% to $172.9 million in 2012 compared to $145.2 million in 2011, or 8.8% of net sales in 2012 compared to 8.1% of net sales in 2011.

On the balance sheet, total net receivables increased 4% compared to December 31, 2011 due primarily to an increase in current trade receivables as a result of December base business sales growth and higher vendor receivables. Inventory levels grew 3% to $400.3 million at December 31, 2012 compared to $386.9 million at December 31, 2011, including approximately $4.0 million in inventory from recent acquisitions. Total debt outstanding at December 31, 2012 was $230.9 million, down $16.4 million from the balance at December 31, 2011.

Cash provided by operations was $119.1 million in 2012, or $30.2 million more than adjusted net income. Compared to 2011, cash provided by operations was up $44.0 million due primarily to the increase in net income and improved working capital management.

Net sales for the seasonally slow fourth quarter increased 13% to $306.8 million compared to the fourth quarter of 2011. Base business sales improved 12% in the quarter compared to the same period in 2011. Gross margin declined 90 basis points to 29.0% in the fourth quarter of 2012.

Operating loss for the fourth quarter of 2012 was $10.3 million compared to a loss of $14.3 million in the same period last year. Net interest expense decreased $1.7 million due to the impact of the change in foreign currency transaction gains and losses, with recognized gains of $0.4 million during the fourth quarter of 2012 versus losses of $0.5 million during the same period in 2011, and lower interest expense on borrowings. Loss per diluted share for the fourth quarter of 2012 was $0.17 on a net loss of $8.0 million, compared to a loss of $0.21 per diluted share on a net loss of $10.1 million in the comparable 2011 period.

“Our 2012 results speak volumes about the talent and commitment that exist throughout our company. We are excited about closing the year strong and creating significant momentum heading into 2013, which marks our 20th year as the value added distribution company we are today. For fiscal 2013, we expect earnings per diluted share will be approximately $2.13 to $2.23. This range reflects our expectations for sales growth in the mid-single digits and 15% to 20% growth from adjusted 2012 diluted EPS,” said Perez de la Mesa.

POOLCORP is the largest wholesale distributor of swimming pool and related backyard products. Currently, POOLCORP operates 312 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 2011 Annual Report on Form 10-K 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

(In thousands, except per share data)

	Three Months Ended								Year Ended
	December 31,								December 31,
	2012				2011				2012			2011 (1)
Net sales	$	306,818			$	270,422			$	1,953,974		$	1,793,318
Cost of sales	217,880				189,587				1,386,567			1,261,728
Gross profit	88,938				80,835				567,407			531,590
Percent	29.0			%	29.9			%	29.0		%	29.6		%
Selling and administrative expenses	99,235				93,628				415,592			404,973
Goodwill impairment	—				1,550				6,946			1,550
Operating income (loss)	(10,297		)		(14,343		)		144,869			125,067
Percent	(3.4		)	%	(5.3		)	%	7.4		%	7.0		%
Interest expense, net (2)	1,105				2,854				6,469			7,964
Income (loss) before income taxes and equity earnings	(11,402		)		(17,197		)		138,400			117,103
Provision for income taxes	(3,276		)		(7,058		)		56,744			45,319
Equity earnings in unconsolidated investments	129				24				316			209
Net income (loss)	$	(7,997	)		$	(10,115	)		$	81,972		$	71,993
Earnings (loss) per share:
Basic	$	(0.17	)		$	(0.21	)		$	1.75		$	1.49
Diluted	$	(0.17	)		$	(0.21	)		$	1.71		$	1.47
Weighted average shares outstanding:
Basic	46,522				47,568				46,937			48,158
Diluted	46,522				47,568				48,058			48,987
Cash dividends declared per common share	$	0.16			$	0.14			$	0.62		$	0.55

_________________

⁽¹⁾  Derived from audited financial statements.

⁽²⁾  Interest expense, net includes realized foreign currency transaction gains of $0.4 million for the quarter and $0.1 million for the year ended December 31, 2012, and foreign currency transaction losses of $0.5 million for the quarter and $0.6 million for the year ended December 31, 2011.

3

POOL CORPORATION

Condensed Consolidated Balance Sheets

(In thousands)

		December 31,		December 31,		Change
		2012		2011 (1)		$			%
Assets
Current assets:
	Cash and cash equivalents	$	12,463	$	17,487	$	(5,024	)	(29	)%
	Receivables, net (2)	113,859		109,273		4,586			4
	Product inventories, net (3)	400,308		386,924		13,384			3
	Prepaid expenses and other current assets	11,280		11,298		(18		)	—
	Deferred income taxes	5,186		7,084		(1,898		)	(27	)
Total current assets		543,096		532,066		11,030			2
Property and equipment, net		46,566		41,394		5,172			12
Goodwill		169,983		177,103		(7,120		)	(4	)
Other intangible assets, net		11,053		11,738		(685		)	(6	)
Equity interest investments		1,160		980		180			18
Other assets, net		8,718		7,621		1,097			14
Total assets		$	780,576	$	770,902	$	9,674		1	%
Liabilities and stockholders’ equity
Current liabilities:
	Accounts payable	$	199,787	$	177,437	$	22,350		13	%
	Accrued expenses and other current liabilities	48,186		49,140		(954		)	(2	)
	Current portion of long-term debt and other long-term liabilities	23		22		1			5
Total current liabilities		247,996		226,599		21,397			9
Deferred income taxes		13,453		9,531		3,922			41
Long-term debt		230,882		247,300		(16,418		)	(7	)
Other long-term liabilities		6,622		7,726		(1,104		)	(14	)
Total liabilities		498,953		491,156		7,797			2
Total stockholders’ equity		281,623		279,746		1,877			1
Total liabilities and stockholders’ equity		$	780,576	$	770,902	$	9,674		1	%

__________________

⁽¹⁾  Derived from audited financial statements.

⁽²⁾  The allowance for doubtful accounts was $5.5 million at December 31, 2012 and $5.9 million at December 31, 2011.

⁽³⁾  The inventory reserve was $7.5 million at December 31, 2012 and $7.1 million at December 31, 2011.

4

POOL CORPORATION

Condensed Consolidated Statements of Cash Flows

(In thousands)

		Year Ended
		December 31,
		2012			2011 (1)			Change
Operating activities
Net income		$	81,972		$	71,993		$	9,979
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation	11,592			9,746			1,846
	Amortization	1,284			1,559			(275		)
	Share-based compensation	8,465			8,233			232
	Excess tax benefits from share-based compensation	(4,487		)	(3,118		)	(1,369		)
	Equity earnings in unconsolidated investments	(316		)	(209		)	(107		)
	(Gains) losses on foreign currency transactions	(111		)	592			(703		)
	Goodwill impairment	6,946			1,550			5,396
	Other	3,375			1,850			1,525
Changes in operating assets and liabilities, net of effects of acquisitions:
	Receivables	(3,396		)	(5,887		)	2,491
	Product inventories	(9,232		)	(35,339		)	26,107
	Prepaid expenses and other assets	(1,159		)	(2,951		)	1,792
	Accounts payable	20,253			6,402			13,851
	Accrued expenses and other current liabilities	3,892			20,682			(16,790		)
Net cash provided by operating activities		119,078			75,103			43,975
Investing activities
Acquisition of businesses, net of cash acquired		(4,699		)	(5,934		)	1,235
Purchase of property and equipment, net of sale proceeds		(16,271		)	(19,454		)	3,183
Other investments		(238		)	(190		)	(48		)
Net cash used in investing activities		(21,208		)	(25,578		)	4,370
Financing activities
Proceeds from revolving line of credit		607,923			749,349			(141,426		)
Payments on revolving line of credit		(524,341		)	(700,749		)	176,408
Payments on long-term debt and other long-term liabilities		(100,022		)	(149		)	(99,873		)
Payments of deferred acquisition consideration		—			(500		)	500
Payments of deferred financing costs		—			(1,674		)	1,674
Excess tax benefits from share-based compensation		4,487			3,118			1,369
Proceeds from stock issued under share-based compensation plans		20,205			13,085			7,120
Payments of cash dividends		(29,135		)	(26,470		)	(2,665		)
Purchases of treasury stock		(81,761		)	(76,564		)	(5,197		)
Net cash used in financing activities		(102,644		)	(40,554		)	(62,090		)
Effect of exchange rate changes on cash and cash equivalents		(250		)	(1,205		)	955
Change in cash and cash equivalents		(5,024		)	7,766			(12,790		)
Cash and cash equivalents at beginning of period		17,487			9,721			7,766
Cash and cash equivalents at end of period		$	12,463		$	17,487		$	(5,024	)

_________________

⁽¹⁾  Derived from audited financial statements.

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
	December 31,						December 31,						December 31,
	2012			2011			2012			2011			2012			2011
Net sales	$	301,370		$	270,108		$	5,448		$	314		$	306,818		$	270,422
Gross profit	87,943			80,712			995			123			88,938			80,835
Gross margin	29.2		%	29.9		%	18.3		%	39.2		%	29.0		%	29.9		%
Operating expenses	96,700			93,307			2,535			321			99,235			93,628
Expenses as a % of net sales	32.1		%	34.5		%	46.5		%	102.2		%	32.3		%	34.6		%
Goodwill impairment	—			1,550			—			—			—			1,550
Operating loss	(8,757		)	(14,145		)	(1,540		)	(198		)	(10,297		)	(14,343		)
Operating margin	(2.9		)%	(5.2		)%	(28.3		)%	(63.1		)%	(3.4		)%	(5.3		)%

(Unaudited)	Base Business						Excluded						Total
(in thousands)	Year Ended						Year Ended						Year Ended
	December 31,						December 31,						December 31,
	2012			2011			2012			2011			2012			2011
Net sales	$	1,910,333		$	1,787,800		$	43,641		$	5,518		$	1,953,974		$	1,793,318
Gross profit	555,493			530,002			11,914			1,588			567,407			531,590
Gross margin	29.1		%	29.6		%	27.3		%	28.8		%	29.0		%	29.6		%
Operating expenses	401,897			402,709			13,695			2,264			415,592			404,973
Expenses as a % of net sales	21.0		%	22.5		%	31.4		%	41.0		%	21.3		%	22.6		%
Goodwill impairment	6,946			1,550			—			—			6,946			1,550
Operating income (loss)	146,650			125,743			(1,781		)	(676		)	144,869			125,067
Operating margin	7.7		%	7.0		%	(4.1		)%	(12.3		)%	7.4		%	7.0		%

6

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

Acquired (1)	Acquisition Date	Net Sales Centers Acquired	Periods Excluded
CCR Distribution	March 2012	1	March–December 2012
Ideal Distributors Ltd.	February 2012	4	February–December 2012
G.L. Cornell Company	December 2011	1	January–December 2012 and December 2011
Poolway Schwimmbadtechnik GmbH	November 2011	1	January–December 2012 and November–December 2011
The Kilpatrick Company, Inc.	May 2011	4	January–July 2012 and May–July 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.

We exclude sales centers that are acquired, closed or opened in new markets from base business results for a period of 15 months. We also exclude consolidated sales centers when we do not expect to maintain the majority of the existing business and existing sales centers that are consolidated with acquired sales centers. There were four sales centers opened in new markets that were excluded from base business as of December 31, 2012.

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 during 2012:

December 31, 2011	298
Acquired	5
New locations	9
December 31, 2012	312

7

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 losses 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 income to Adjusted EBITDA.

(Unaudited)		Year Ended December 31,
(in thousands)		2012			2011
Net income		$	81,972		$	71,993
	Add:
	Interest expense (1)	6,580			7,372
	Provision for income taxes	56,744			45,319
	Share-based compensation	8,465			8,233
	Goodwill impairment	6,946			1,550
	Equity earnings in unconsolidated investments	(316		)	(209		)
	Depreciation	11,592			9,746
	Amortization (2)	896			1,234
Adjusted EBITDA		$	172,879		$	145,238

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

⁽²⁾ Excludes amortization of deferred financing costs of $388 for 2012 and $325 for 2011. This non-cash expense is included in Interest expense, net on the Consolidated Statements of Income.

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

(Unaudited)		Year Ended December 31,
(in thousands)		2012			2011
Adjusted EBITDA		$	172,879		$	145,238
	Add:
	Interest expense, net of interest income	(6,192		)	(7,047		)
	Provision for income taxes	(56,744		)	(45,319		)
	(Gains) losses on foreign currency transactions	(111		)	592
	Excess tax benefits from share-based compensation	(4,487		)	(3,118		)
	Other	3,375			1,850
	Change in operating assets and liabilities	10,358			(17,093		)
Net cash provided by operating activities		$	119,078		$	75,103

8