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 18, 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)
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 18, 2013, Pool Corporation, a Delaware corporation, issued a press release announcing first quarter 2013 results and affirming its 2013 earnings guidance.

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

Item 7.01 Regulation FD Disclosure.

On April 18, 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 April 18, 2013, announcing first quarter 2013 results and affirming its 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: April 18, 2013

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

POOL CORPORATION REPORTS FIRST QUARTER RESULTS

AND AFFIRMS 2013 EARNINGS GUIDANCE OF $2.13 TO $2.23

______________________

COVINGTON, LA. (April 18, 2013) – Pool Corporation (NASDAQ/GSM:POOL) today reported results for the first quarter of 2013.

“As anticipated, 2013 started with a more normalized onset to the season versus 2012, which impacted both sales and margins. We realized sales growth despite one less selling day and the tough comparison, given last year's unusually mild winter. We were also able to maintain good pricing discipline and expense management,” said Manuel Perez de la Mesa, President and CEO.

Net sales for the quarter ended March 31, 2013 increased 2% to $370.4 million, compared to $362.0 million in the first quarter of 2012. Sales in the first quarter of last year benefited from record warm temperatures across the Northeast and Midwest, which prompted an earlier than normal start to the 2012 season. This shift contributed to sales growth of 16% in the first quarter of 2012 over the first quarter of 2011. Base business sales were up 2% in the first three months of 2013. The impact of weather on our first quarter results is evidenced by growth of approximately 10% in our largest year-round markets while our more seasonal markets experienced declines of close to 10%. Sales on the irrigation side of the business were up 14% due in part to the gradual recovery of the housing market in some of our key states.

Gross profit for the first quarter of 2013 was essentially flat at $104.8 million. Gross profit as a percentage of net sales (gross margin) declined 60 basis points to 28.3% in the first quarter of 2013. This decrease is primarily due to unfavorable product mix as well as competitive pricing pressures. As a result of the slower start to the 2013 season, geographic regions with generally higher margins experienced a proportionally smaller share of our total sales.

Selling and administrative expenses (operating expenses) decreased 1% to $97.8 million in the first quarter of 2013 compared to the same period in 2012. Base business operating expenses were flat compared to the first quarter of 2012.

Operating income for the quarter increased 15% to $6.9 million compared to 2012. Operating income as a percentage of net sales (operating margin) was 1.9% for the first quarter of 2013 compared to 1.7% in the same period in 2012.

Net income decreased 6% to $3.4 million in the first quarter of 2013, compared to $3.7 million for the first quarter of 2012. Our provision for income taxes for the first three months of 2013 included a benefit of $0.2 million related to the temporary lapse in 2012 of the controlled foreign corporation income exclusion. Comparatively, our provision for income taxes for the same period in 2012 included a benefit of approximately $0.7 million related to the expiration of statutes of limitations for income tax returns filed in the first quarter of 2009.

Earnings per share was down $0.01 to $0.07 per diluted share for the first three months of 2013 versus $0.08 per diluted share for the same period in 2012.

On the balance sheet, total net receivables decreased 6% due primarily to the decline in net sales growth, while inventory levels were up 7% in anticipation of the upcoming season. Total debt outstanding at March 31, 2013 was $278.5 million, down $20.5 million compared to March 31, 2012.

The seasonal use of cash in operations was $40.0 million in the first three months of 2013 compared to $34.0 million in the first three months of 2012. Adjusted EBITDA (as defined in the addendum to this release) was $12.1 million in the first quarter of 2013 compared to $11.0 million in comparable 2012 period.

“Business is moving along as expected, with no significant changes in factors considered in our guidance. We confirm our 2013 annual earnings guidance of $2.13 to $2.23 per diluted share. The investments that we continue to make to further increase value to both our customers and our suppliers demonstrate our commitment to them and our confidence in the future growth of our industry. We are looking forward to the heart of the season, when we will really distinguish ourselves as a company,” said Perez de la Mesa.

POOLCORP is the largest wholesale distributor of swimming pool and related backyard products. Currently, POOLCORP operates 318 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 2012 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

(Unaudited)

(In thousands, except per share data)

	Three Months Ended
	March 31,
	2013			2012
Net sales	$	370,362		$	361,954
Cost of sales		265,601			257,391
Gross profit		104,761			104,563
Percent		28.3	%		28.9	%
Selling and administrative expenses		97,829			98,542
Operating income		6,932			6,021
Percent		1.9	%		1.7	%
Interest expense, net		1,614			1,477
Income before income taxes and equity earnings		5,318			4,544
Provision for income taxes		1,896			1,037
Equity earnings in unconsolidated investments		18			144
Net income	$	3,440		$	3,651
Earnings per share:
Basic	$	0.07		$	0.08
Diluted	$	0.07		$	0.08
Weighted average shares outstanding:
Basic		46,385			47,519
Diluted		47,580			48,598
Cash dividends declared per common share	$	0.16		$	0.14

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POOL CORPORATION

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

			March 31,		March 31,		Change
			2013		2012		$		%
Assets
Current assets:
	Cash and cash equivalents	$	12,873	$	20,681	$	(7,808	)	(38	)	%
	Receivables, net		188,294		200,640		(12,346	)	(6	)
	Product inventories, net		494,321		462,810		31,511		7
	Prepaid expenses and other current assets		13,029		12,590		439		3
	Deferred income taxes		5,153		7,078		(1,925	)	(27	)
Total current assets			713,670		703,799		9,871		1
Property and equipment, net			48,755		45,355		3,400		7
Goodwill			169,983		177,103		(7,120	)	(4	)
Other intangible assets, net			10,793		11,717		(924	)	(8	)
Equity interest investments			1,179		1,099		80		7
Other assets, net			9,360		7,735		1,625		21
Total assets		$	953,740	$	946,808	$	6,932		1		%
Liabilities and stockholders’ equity
Current liabilities:
	Accounts payable	$	338,026	$	319,462	$	18,564		6		%
	Accrued expenses and other current liabilities		30,413		30,111		302		1
	Current portion of long-term debt and other long-term liabilities		21		23		(2	)	(9	)
Total current liabilities			368,460		349,596		18,864		5
Deferred income taxes			14,207		9,629		4,578		48
Long-term debt			278,542		299,011		(20,469	)	(7	)
Other long-term liabilities			7,549		7,006		543		8
Total liabilities			668,758		665,242		3,516		1
Total stockholders’ equity			284,982		281,566		3,416		1
Total liabilities and stockholders’ equity		$	953,740	$	946,808	$	6,932		1		%

__________________

1. The allowance for doubtful accounts was $5.4 million at March 31, 2013 and $5.8 million at March 31, 2012.

2. The inventory reserve was $8.5 million at March 31, 2013 and $8.6 million at March 31, 2012.

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POOL CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

			Three Months Ended
			March 31,
			2013			2012			Change
Operating activities
Net income		$	3,440		$	3,651		$	(211	)
Adjustments to reconcile net income to net cash used in operating activities:
	Depreciation		3,073			2,664			409
	Amortization		321			320			1
	Share-based compensation		1,905			2,101			(196	)
	Excess tax benefits from share-based compensation		(1,703	)		(1,138	)		(565	)
	Equity earnings in unconsolidated investments		(18	)		(144	)		126
	Other		(38	)		941			(979	)
Changes in operating assets and liabilities, net of effects of acquisitions:
	Receivables		(74,283	)		(90,350	)		16,067
	Product inventories		(94,786	)		(72,788	)		(21,998	)
	Prepaid expenses and other assets		(2,461	)		(1,395	)		(1,066	)
	Accounts payable		137,896			140,530			(2,634	)
	Accrued expenses and other current liabilities		(13,332	)		(18,419	)		5,087
Net cash used in operating activities			(39,986	)		(34,027	)		(5,959	)
Investing activities
Acquisition of businesses, net of cash acquired			(325	)		(3,855	)		3,530
Purchase of property and equipment, net of sale proceeds			(4,882	)		(6,661	)		1,779
Other investments			9			(53	)		62
Net cash used in investing activities			(5,198	)		(10,569	)		5,371
Financing activities
Proceeds from revolving line of credit			149,760			215,411			(65,651	)
Payments on revolving line of credit			(102,100	)		(63,700	)		(38,400	)
Payments on long-term debt and other long-term liabilities			(5	)		(100,005	)		100,000
Excess tax benefits from share-based compensation			1,703			1,138			565
Proceeds from stock issued under share-based compensation plans			6,438			4,178			2,260
Payments of cash dividends			(7,434	)		(6,668	)		(766	)
Purchases of treasury stock			(3,829	)		(2,369	)		(1,460	)
Net cash provided by financing activities			44,533			47,985			(3,452	)
Effect of exchange rate changes on cash and cash equivalents			1,061			(195	)		1,256
Change in cash and cash equivalents			410			3,194			(2,784	)
Cash and cash equivalents at beginning of period			12,463			17,487			(5,024	)
Cash and cash equivalents at end of period		$	12,873		$	20,681		$	(7,808	)

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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
	March 31,						March 31,						March 31,
	2013			2012			2013			2012			2013			2012
Net sales	$	366,178		$	358,847		$	4,184		$	3,107		$	370,362		$	361,954
Gross profit	103,457			103,617			1,304			946			104,761			104,563
Gross margin	28.3		%	28.9		%	31.2		%	30.4		%	28.3		%	28.9		%
Operating expenses	95,083			96,681			2,746			1,861			97,829			98,542
Expenses as a % of net sales	26.0		%	26.9		%	65.6		%	59.9		%	26.4		%	27.2		%
Operating income (loss)	8,374			6,936			(1,442		)	(915		)	6,932			6,021
Operating margin	2.3		%	1.9		%	(34.5		)%	(29.4		)%	1.9		%	1.7		%

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

Acquired (1)	Acquisition Date	Net Sales Centers Acquired	Periods Excluded
Swimming Pool Supply Center, Inc.	March 2013	1	March 2013
CCR Distribution	March 2012	1	January - March 2013 and March 2012
Ideal Distributors Ltd.	February 2012	4	January - March 2013 and February - March 2012
G.L. Cornell Company	December 2011	1	January - February 2013 and January - February 2012
Poolway Schwimmbadtechnik GmbH	November 2011	1	January - February 2013 and January - February 2012

⁽¹⁾  We acquired certain distribution assets of each of these companies.

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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 March 31, 2013.

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 three months of 2013:

December 31, 2012	312
Acquired	1
New locations	5
March 31, 2013	318

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 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 income to Adjusted EBITDA.

(Unaudited)			Three Months Ended
(In thousands)			March 31,
			2013			2012
Net income		$	3,440		$	3,651
	Add:
	Interest expense (1)		1,614			1,477
	Provision for income taxes		1,896			1,037
	Share-based compensation		1,905			2,101
	Equity earnings in unconsolidated investments		(18	)		(144	)
	Depreciation		3,073			2,664
	Amortization (2)		225			221
Adjusted EBITDA		$	12,135		$	11,007

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

⁽²⁾  Excludes amortization of deferred financing costs of $96 and $99 for the three months ended March 31, 2013 and March 31, 2012, respectively.

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
(In thousands)			March 31,
			2013			2012
Adjusted EBITDA		$	12,135		$	11,007
	Add:
	Interest expense, net of interest income		(1,518	)		(1,378	)
	Provision for income taxes		(1,896	)		(1,037	)
	Excess tax benefits from share-based compensation		(1,703	)		(1,138	)
	Other		(38	)		941
	Change in operating assets and liabilities		(46,966	)		(42,422	)
Net cash used in operating activities		$	(39,986	)	$	(34,027	)

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