Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


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

109 Northpark Boulevard,
Covington,	Louisiana		70433-5001
(Address of principal executive			(Zip Code)
offices)

(985) 892-5521

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	POOL	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of July 25, 2024, there were 38,257,928 shares of common stock outstanding.

POOL CORPORATION

Form 10-Q

For the Quarter Ended June 30, 2024

TABLE OF CONTENTS



			Page
PART I. FINANCIAL INFORMATION

	Item 1. Financial Statements (Unaudited)

		Consolidated Statements of Income	1
		Consolidated Statements of Comprehensive Income	2
		Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Cash Flows	4
		Consolidated Statements of Changes in Stockholders’ Equity	5
		Notes to Consolidated Financial Statements	7

	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		14

	Item 3. Quantitative and Qualitative Disclosures about Market Risk		28

	Item 4. Controls and Procedures		28

PART II. OTHER INFORMATION

	Item 1. Legal Proceedings		29

	Item 1A. Risk Factors		29

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		29

	Item 5. Other Information		29

	Item 6. Exhibits		30

SIGNATURE			31

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

POOL CORPORATION

Consolidated Statements of Income

(Unaudited)

(In thousands, except per share data)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net sales	$	1,769,784	$	1,857,363	$	2,890,594	$	3,064,138
Cost of sales	1,239,643		1,289,580		2,021,894		2,126,599
Gross profit	530,141		567,783		868,700		937,539
Selling and administrative expenses	258,660		240,774		488,499		464,758

Operating income	271,481		327,009		380,201		472,781
Interest and other non-operating expenses, net	14,044		16,892		27,463		32,728
Income before income taxes and equity in earnings	257,437		310,117		352,738		440,053
Provision for income taxes	65,058		77,987		81,531		106,260
Equity in earnings of unconsolidated investments, net	60		120		117		156


Net income	$	192,439	$	232,250	$	271,324	$	333,949


Earnings per share attributable to common stockholders:
Basic	$	5.02	$	5.95	$	7.07	$	8.55
Diluted	$	4.99	$	5.91	$	7.03	$	8.48
Weighted average common shares outstanding:
Basic	38,124		38,837		38,164		38,857
Diluted	38,325		39,115		38,399		39,155

Cash dividends declared per common share	$	1.20	$	1.10	$	2.30	$	2.10

The accompanying Notes are an integral part of the Consolidated Financial Statements.

POOL CORPORATION

Consolidated Statements of Comprehensive Income

(Unaudited)

(In thousands)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net income	$	192,439	$	232,250	$	271,324	$	333,949
Other comprehensive (loss) income:
Foreign currency translation (loss) gain	(4,684)		2,801		(8,352)		5,271
Unrealized (loss) gain on interest rate swaps, net of the change in taxes of $459, $(1,166), $(284) and $104	(1,376)		3,497		850		(313)
Total other comprehensive (loss) income	(6,060)		6,298		(7,502)		4,958
Comprehensive income	$	186,379	$	238,548	$	263,822	$	338,907

The accompanying Notes are an integral part of the Consolidated Financial Statements.

POOL CORPORATION

Consolidated Balance Sheets

(In thousands, except share data)


	June 30,		June 30,		December 31,
	2024		2023		2023
	(Unaudited)		(Unaudited)		(Audited)
Assets
Current assets:
Cash and cash equivalents	$	96,894	$	53,225	$	66,540
Receivables, net	169,849		203,459		145,723
Receivables pledged under receivables facility	407,680		427,491		197,187
Product inventories, net	1,295,600		1,392,886		1,365,466
Prepaid expenses and other current assets	35,789		19,994		40,444
Total current assets	2,005,812		2,097,055		1,815,360

Property and equipment, net	241,871		209,541		223,929
Goodwill	699,686		699,918		700,078
Other intangible assets, net	294,684		302,444		298,282
Equity interest investments	1,399		1,278		1,305
Operating lease assets	313,840		279,468		305,688
Other assets	83,622		90,875		83,426
Total assets	$	3,640,914	$	3,680,579	$	3,428,068

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	515,645	$	485,100	$	508,672
Accrued expenses and other current liabilities	152,978		170,658		134,676
Short-term borrowings and current portion of long-term debt	44,726		36,219		38,203
Current operating lease liabilities	94,024		79,763		89,215
Total current liabilities	807,373		771,740		770,766

Deferred income taxes	67,595		58,151		67,421
Long-term debt, net	1,071,827		1,148,367		1,015,117
Other long-term liabilities	44,135		39,236		40,028
Non-current operating lease liabilities	226,315		204,553		221,949
Total liabilities	2,217,245		2,222,047		2,115,281



Stockholders’ equity:
Common stock, $0.001 par value; 100,000,000 shares authorized; 38,289,105, 39,048,604 and 38,354,829 shares issued and outstanding at June 30, 2024, June 30, 2023 and December 31, 2023, respectively	38		39		38
Additional paid-in capital	626,347		593,081		606,177
Retained earnings	798,204		854,559		699,990
Accumulated other comprehensive (loss) income	(920)		10,853		6,582
Total stockholders’ equity	1,423,669		1,458,532		1,312,787
Total liabilities and stockholders’ equity	$	3,640,914	$	3,680,579	$	3,428,068

The accompanying Notes are an integral part of the Consolidated Financial Statements.

POOL CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Six Months Ended
	June 30,
	2024		2023
Operating activities
Net income	$	271,324	$	333,949
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	17,591		15,292
Amortization	4,201		4,237
Share-based compensation	10,344		9,996

Equity in earnings of unconsolidated investments, net	(117)		(156)

Other	(1,246)		3,563
Changes in operating assets and liabilities, net of effects of acquisitions:
Receivables	(232,647)		(276,945)
Product inventories	66,975		201,380
Prepaid expenses and other assets	38,231		(4,423)
Accounts payable	6,166		76,140
Accrued expenses and other liabilities	(8,720)		13,744
Net cash provided by operating activities	172,102		376,777

Investing activities
Acquisition of businesses, net of cash acquired	(4,435)		(11,500)
Purchases of property and equipment, net of sale proceeds	(34,928)		(30,191)


Other investments, net	1,018		(169)
Net cash used in investing activities	(38,345)		(41,860)

Financing activities
Proceeds from revolving line of credit	756,300		698,795
Payments on revolving line of credit	(830,400)		(1,001,399)


Proceeds from asset-backed financing	467,000		388,900
Payments on asset-backed financing	(324,000)		(240,200)
Payments on term facility	(12,500)		(47,313)
Proceeds from short-term borrowings and current portion of long-term debt	8,085		17,859
Payments on short-term borrowings and current portion of long-term debt	(1,562)		(19,182)

Payments of deferred and contingent acquisition consideration	—		(551)


Proceeds from stock issued under share-based compensation plans	9,826		7,309
Payments of cash dividends	(88,287)		(82,018)
Repurchases of common stock	(84,496)		(50,742)
Net cash used in financing activities	(100,034)		(328,542)
Effect of exchange rate changes on cash and cash equivalents	(3,369)		1,259
Change in cash and cash equivalents	30,354		7,634
Cash and cash equivalents at beginning of period	66,540		45,591
Cash and cash equivalents at end of period	$	96,894	$	53,225

The accompanying Notes are an integral part of the Consolidated Financial Statements.

POOL CORPORATION

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

(In thousands)


	Common Stock			Additional Paid-In		Retained		Accumulated Other Comprehensive
	Shares	Amount		Capital		Earnings		(Loss) Income		Total
Balance at December 31, 2023	38,355	$	38	$	606,177	$	699,990	$	6,582	$	1,312,787
Net income	—	—		—		78,885		—		78,885
Foreign currency translation	—	—		—		—		(3,668)		(3,668)
Interest rate swaps, net of the change in taxes of $(742)	—	—		—		—		2,226		2,226
Repurchases of common stock, net of retirements	(41)	—		—		(16,304)		—		(16,304)
Share-based compensation	—	—		5,328		—		—		5,328
Issuance of stock under share-based compensation plans	148	—		8,773		—		—		8,773
Declaration of cash dividends	—	—		—		(42,343)		—		(42,343)
Balance at March 31, 2024	38,462	$	38	$	620,278	$	720,228	$	5,140	$	1,345,684
Net income	—	—		—		192,439		—		192,439
Foreign currency translation	—	—		—		—		(4,684)		(4,684)
Interest rate swaps, net of the change in taxes of $459	—	—		—		—		(1,376)		(1,376)
Repurchases of common stock, net of retirements	(181)	—		—		(68,519)		—		(68,519)
Share-based compensation	—	—		5,016		—		—		5,016
Issuance of stock under share-based compensation plans	8	—		1,053		—		—		1,053
Declaration of cash dividends	—	—		—		(45,944)		—		(45,944)

Balance at June 30, 2024	38,289	$	38	$	626,347	$	798,204	$	(920)	$	1,423,669


	Common Stock			Additional Paid-In		Retained		Accumulated Other Comprehensive
	Shares	Amount		Capital		Earnings		Income		Total
Balance at December 31, 2022	39,069	$	39	$	575,776	$	653,484	$	5,895	$	1,235,194
Net income	—	—		—		101,699		—		101,699
Foreign currency translation	—	—		—		—		2,469		2,469
Interest rate swaps, net of the change in taxes of $1,269	—	—		—		—		(3,809)		(3,809)
Repurchases of common stock, net of retirements	(144)	—		—		(50,549)		—		(50,549)
Share-based compensation	—	—		4,923		—		—		4,923
Issuance of stock under share-based compensation plans	108	—		5,896		—		—		5,896
Declaration of cash dividends	—	—		—		(39,073)		—		(39,073)
Balance at March 31, 2023	39,033	$	39	$	586,595	$	665,561	$	4,555	$	1,256,750
Net income	—	—		—		232,250		—		232,250
Foreign currency translation	—	—		—		—		2,801		2,801
Interest rate swaps, net of the change in taxes of $(1,166)	—	—		—		—		3,497		3,497
Repurchases of common stock, net of retirements	—	—		—		—		—		—
Share-based compensation	—	—		5,073		—		—		5,073
Issuance of stock under share-based compensation plans	16	—		1,413		—		—		1,413
Declaration of cash dividends	—	—		—		(42,945)		—		(42,945)
Other	—	—				(307)		—		(307)
Balance at June 30, 2023	39,049	$	39	$	593,081	$	854,559	$	10,853	$	1,458,532

The accompanying Notes are an integral part of the Consolidated Financial Statements.

POOL CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Summary of Significant Accounting Policies

Pool Corporation (the Company, which may also be referred to as we, us or our) prepared the unaudited interim Consolidated Financial Statements following U.S. generally accepted accounting principles (GAAP) and the requirements of the Securities and Exchange Commission (SEC) for interim financial information. As permitted under those rules, we have condensed or omitted certain footnotes and other financial information required for complete financial statements.

The interim Consolidated Financial Statements include all normal and recurring adjustments that are necessary for a fair presentation of our financial position and operating results. All significant intercompany accounts and intercompany transactions have been eliminated.

A description of our significant accounting policies is included in our 2023 Annual Report on Form 10-K. You should read the interim Consolidated Financial Statements in conjunction with the Consolidated Financial Statements and accompanying notes in our 2023 Annual Report on Form 10-K. The results for our three and six-month periods ended June 30, 2024, are not necessarily indicative of the expected results for our fiscal year ending December 31, 2024.

Income Taxes

We reduce federal and state income taxes payable by the tax benefits associated with the exercise of nonqualified stock options and the lapse of restrictions on restricted stock awards. To the extent realized tax deductions exceed the amount of previously recognized deferred tax benefits related to share-based compensation, we record an excess tax benefit. We record all excess tax benefits as a component of income tax benefit or expense on the Consolidated Statements of Income in the period in which stock options are exercised or restrictions on restricted stock awards lapse. We recorded excess tax benefits of $0.4 million in the second quarter of 2024 compared to $0.6 million in the second quarter of 2023 and $7.8 million in the six months ended June 30, 2024, compared to $5.4 million in the six months ended June 30, 2023.

Retained Earnings

We account for the retirement of repurchased shares as a reduction of Retained earnings. As of June 30, 2024, the Retained earnings on our Consolidated Balance Sheets reflects cumulative net income, the cumulative impact of adjustments for changes in accounting pronouncements, share retirements since the inception of our share repurchase programs of $2.5 billion and cumulative dividends of $1.2 billion.

Accumulated Other Comprehensive (Loss) Income

The table below presents the components of our Accumulated other comprehensive (loss) income balance (in thousands):


	June 30,				December 31,
	2024		2023		2023
Foreign currency translation adjustments	$	(21,051)	$	(14,338)	$	(12,699)
Unrealized gains on interest rate swaps, net of tax	20,131		25,191		19,281
Accumulated other comprehensive (loss) income	$	(920)	$	10,853	$	6,582

Recent Accounting Pronouncements Pending Adoption

The following table summarizes recent accounting pronouncements that we plan to adopt in future periods:


Standard	Description	Effective Date	Effect on Financial Statements and Other Significant Matters
Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures	In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes- Improvements to Income Tax Disclosures, which will require enhancements and further transparency to various income tax disclosures, most notably the tax rate reconciliation and income taxes paid.	Annual periods beginning after December 15, 2024 on a prospective basis. Retrospective application for all periods presented is permitted. Early adoption is also permitted.	We are currently evaluating the effect this standard will have on our disclosures.
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures	In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures, which intends to improve reportable segment disclosures by requiring enhanced disclosures about significant segment expenses, enhance interim disclosure requirements, refine situations in which an entity can disclose multiple segment measures of profit or loss and provide advanced segment disclosure requirements for entities with a single reportable segment, as well as other disclosure requirements.	Annual periods beginning after December 15, 2023 on a retrospective basis for all periods presented. Early adoption is permitted.	We are currently evaluating the effect this standard will have on our disclosures.
ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative	In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which will impact various disclosure areas, including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, equity, derivatives and transfers of financial assets.	The amendments in ASU 2023-06 will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is prohibited.	We are currently evaluating the effect this standard will have on our disclosures.

Note 2 – Earnings Per Share

We calculate basic and diluted earnings per share using the two-class method. Earnings per share under the two-class method is calculated using net income attributable to common stockholders, which is net income reduced by the earnings allocated to participating securities. Our participating securities include share-based payment awards that contain a non-forfeitable right to receive dividends and are considered to participate in undistributed earnings with common shareholders. Participating securities excluded from weighted average common shares outstanding were 208,000 for the three months ended June 30, 2024 and 205,000 for the three months ended June 30, 2023, and 206,000 for the six months ended June 30, 2024 and 209,000 for the six months ended June 30, 2023.

The table below presents the computation of earnings per share, including the reconciliation of basic and diluted weighted average shares outstanding (in thousands, except per share data):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net income	$	192,439	$	232,250	$	271,324	$	333,949
Amounts allocated to participating securities	(1,018)		(1,219)		(1,417)		(1,779)
Net income attributable to common stockholders	$	191,421	$	231,031	$	269,907	$	332,170

Weighted average common shares outstanding:
Basic	38,124		38,837		38,164		38,857
Effect of dilutive securities:
Stock options and employee stock purchase plan	201		278		235		298
Diluted	38,325		39,115		38,399		39,155

Earnings per share attributable to common stockholders:
Basic	$	5.02	$	5.95	$	7.07	$	8.55
Diluted	$	4.99	$	5.91	$	7.03	$	8.48

Anti-dilutive stock options excluded from diluted earnings per share computations (1)	56		64		57		65

(1)Since these options have exercise prices that are higher than the average market prices of our common stock, including them in the calculation would have an anti-dilutive effect on earnings per share.

Note 3 – Acquisitions

In May 2024, we acquired the distribution assets of Swimline Distributors, Inc., a wholesale distributor of swimming pool products and supplies, adding one location in Georgia.

In January 2024, we acquired the distribution assets of Shoreline Pool Distribution, a wholesale distributor of swimming pool products and supplies, adding one location in Mississippi.

In December 2023, we acquired the distribution assets of A.C. Solucoes para Piscinas, Lda., a wholesale distributor of swimming pool equipment, chemicals and supplies, adding one location in Braga, Portugal.

In June 2023, we acquired the distribution assets of Pioneer Pool Products, Inc., a wholesale distributor of swimming pool equipment, chemicals and supplies, adding one location in Alabama.

In May 2023, we acquired the distribution assets of Recreation Supply Company, a wholesale distributor of commercial swimming pool products, adding one location in North Dakota.

In March 2023, we acquired the distribution assets of Pro-Water Irrigation & Landscape Supply, Inc., a wholesale distributor of irrigation and landscape supply products, adding two locations in Arizona.

We have completed our acquisition accounting for these acquisitions, subject to adjustments for standard holdback provisions per the terms of the purchase agreements, which are not material.

Note 4 – Fair Value Measurements and Interest Rate Swaps

Recurring Fair Value Measurements

Our assets and liabilities that are measured at fair value on a recurring basis include the unrealized gains or losses on our interest rate swap contracts and our deferred compensation plan asset and liability. The three levels of the fair value hierarchy under the accounting guidance are described below:

Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2 Inputs to the valuation methodology include:

•quoted prices for similar assets or liabilities in active markets;

•quoted prices for identical or similar assets or liabilities in inactive markets;

•inputs other than quoted prices that are observable for the asset or liability; or

•inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The table below presents our assets and liabilities measured and recorded at fair value on a recurring basis (in thousands):


			Fair Value at June 30,
	Input Level	Classification	2024		2023
Assets
Unrealized gains on interest rate swaps	Level 2	Prepaid expenses and other current assets	$	3,795	$	—
Unrealized gains on interest rate swaps	Level 2	Other assets	23,091		33,632
Deferred compensation plan asset	Level 1	Other assets	17,148		14,633

Liabilities


Deferred compensation plan liability	Level 1	Other long-term liabilities	$	17,148	$	14,633

Interest Rate Swaps

We use significant other observable market data or assumptions (Level 2 inputs) in determining the fair value of our interest rate swap contracts and forward-starting interest rate swap contract that we believe market participants would use in pricing similar assets or liabilities, including assumptions about counterparty risk. Our fair value estimates reflect an income approach based on the terms of the interest rate swap contracts and inputs corroborated by observable market data including interest rate curves.

We recognize any differences between the variable interest rate in effect and the fixed interest rates per our swap contracts as an adjustment to interest expense over the life of the swaps. To the extent our derivatives are effective in offsetting the variability of the hedged cash flows, we record the changes in the estimated fair value of our interest rate swap contracts to Accumulated other comprehensive (loss) income on the Consolidated Balance Sheets.

We currently have two swap contracts in place. These swap contracts were previously forward-starting and convert the variable interest rate to a fixed interest rate on a portion of our variable rate borrowings. Interest expense related to the notional amounts under these swap contracts is based on the fixed rates plus the applicable margin on a portion of our variable rate borrowings. Changes in the estimated fair value of these interest rate swap contracts are recorded to Accumulated other comprehensive (loss) income on the Consolidated Balance Sheets.

The following table provides additional details related to these swap contracts:

Derivative

Inception Date

Effective Date

Termination Date

Notional Amount
(in millions)

Fixed Interest Rate

Interest rate swap 1

February 5, 2020

February 26, 2021

February 28, 2025

$150.0

1.3260%

Interest rate swap 2

March 9, 2020

September 29, 2022

February 26, 2027

$150.0

0.6690%

For the interest rate swap contracts in effect at June 30, 2024, a portion of the change in the estimated fair value between periods relates to future interest expense. Recognition of the change in fair value between periods attributable to accrued interest is reclassified from Accumulated other comprehensive (loss) income on the Consolidated Balance Sheets to Interest and other non-operating expenses, net on the Consolidated Statements of Income. These amounts were not material in the three and six-month periods ended June 30, 2024 or June 30, 2023.

We also have in place a forward-starting interest rate swap contract to extend the hedged period for future interest payments on a portion of our variable rate borrowings. The following table provides details related to our forward-starting interest rate swap contract:

Derivative

Inception Date

Effective Date

Termination Date

Notional
Amount
(in millions)

Fixed
Interest
Rate

Forward-starting interest rate swap

March 9, 2020

February 28, 2025

February 26, 2027

$150.0

0.7630%

Failure of any of our swap counterparties would result in the loss of any potential benefit to us under our swap agreements. In this case, we would still be obligated to pay the variable interest payments underlying our debt agreements. Additionally, failure of our swap counterparties would not eliminate our obligation to continue to make payments under our existing swap agreements if we were in a net pay position.

Our interest rate swap contracts and forward-starting interest rate swap contract are subject to master netting arrangements. According to our accounting policy, we do not offset the fair values of assets with the fair values of liabilities related to these contracts.

Other

Our deferred compensation plan asset represents investments in securities (primarily mutual funds) traded in an active market (Level 1 inputs) held for the benefit of certain employees as part of our deferred compensation plan. We record an equal and offsetting deferred compensation plan liability, which represents our obligation to participating employees. Changes in the fair value of the plan asset and liability are reflected in Selling and administrative expenses on the Consolidated Statements of Income.

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate fair value due to the short maturity of those instruments. The carrying value of our long-term debt approximates its fair value. Our determination of the estimated fair value reflects a discounted cash flow model using our estimates, including assumptions related to borrowing rates (Level 3 inputs).

Note 5 – Debt

The table below presents the components of our debt (in thousands):


	June 30,
	2024		2023
Variable rate debt
Short-term borrowings	$	7,053	$	—
Current portion of long-term debt:
Australian credit facility	12,673		11,219
Current portion of term loans under credit facility	25,000		25,000
Short-term borrowings and current portion of long-term debt	$	44,726	$	36,219

Long-term portion:
Revolving credit facility	$	178,400	$	217,106
Term loan under credit facility	450,000		475,000
Term facility	109,938		109,938
Receivables securitization facility	334,700		348,200
Less: financing costs, net	1,211		1,877
Long-term debt, net	1,071,827		1,148,367
Total debt	$	1,116,553	$	1,184,586

Our accounts receivable securitization facility (the Receivables Facility) provides for the sale of certain of our receivables to a wholly-owned subsidiary (the Securitization Subsidiary). The Securitization Subsidiary transfers variable undivided percentage interests in the receivables and related rights to certain third-party financial institutions in exchange for cash proceeds, limited to the applicable funding capacities.

We account for the sale of the receivable interests as a secured borrowing on our Consolidated Balance Sheets. The receivables subject to the agreement collateralize the cash proceeds received from the third-party financial institutions. We classify the entire outstanding balance as Long-term debt, net on our Consolidated Balance Sheets as we intend and have the ability to refinance the obligations on a long-term basis. We present the receivables that collateralize the cash proceeds separately as Receivables pledged under receivables facility on our Consolidated Balance Sheets.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion in conjunction with the accompanying interim Consolidated Financial Statements and notes, the Consolidated Financial Statements and accompanying notes in our 2023 Annual Report on Form 10-K and Management’s Discussion and Analysis in our 2023 Annual Report on Form 10-K.

Forward-Looking Statements

This report contains forward-looking information that involves risks and uncertainties. Our forward-looking statements express our current expectations or forecasts of possible future results or events, including projections of earnings and other financial performance measures, statements of management’s expectations regarding our strategic, operational and capital allocation plans and objectives, management's views on industry, economic, competitive, technological and regulatory conditions and other forecasts of trends and other matters. Forward-looking statements speak only as of the date of this filing, and we undertake no obligation to publicly update or revise such statements to reflect new circumstances or unanticipated events as they occur. You can identify these statements by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate,” “estimate,” “expect,” “intend,” “believe,” “will likely result,” “outlook,” “project,” “may,” “can,” “plan,” “target,” “potential,” “should” and other words and expressions of similar meaning.

No assurance can be given that the expected results in any forward-looking statement will be achieved, and actual results may differ materially due to one or more factors, including the sensitivity of our business to weather conditions; changes in economic conditions, consumer discretionary spending, the housing market, inflation or interest rates; our ability to maintain favorable relationships with suppliers and manufacturers; the extent to which home-centric trends associated with the pandemic will continue to moderate or reverse; competition from other leisure product alternatives or mass merchants; our ability to continue to execute our growth strategies; changes in the regulatory environment; new or additional taxes, duties or tariffs; excess tax benefits or deficiencies recognized under ASU 2016-09 and other risks detailed in our 2023 Annual Report on Form 10-K, as updated by our subsequent filings with the U.S. Securities and Exchange Commission. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

OVERVIEW

Financial Results

Net sales decreased 5% in the second quarter of 2024 to $1.8 billion compared to $1.9 billion in the second quarter of 2023. Base business results approximated consolidated results for the period. Sales of recurring maintenance products, such as chemicals, parts and repair items, continued to perform well. Lower spending on discretionary products used in remodeling and new pool construction reflected consumer hesitancy. We saw an overall net 1% positive pricing impact on sales with sales benefiting from an approximately 2% to 3% realization on product cost increases for equipment, offset by lower realized net price on other products and some commodity pricing headwinds.

Gross profit decreased 7% to $530.1 million in the second quarter of 2024 from $567.8 million in the same period of 2023. Gross margin of 30.0% decreased 60 basis points compared to 30.6% in the second quarter of 2023 as our prior year gross margin benefited from sales of a larger amount of lower cost strategically-purchased inventory. Our current year gross margin also reflected product mix impacts, including lower sales of higher margin building materials.

Selling and administrative expenses (operating expenses) increased 7% to $258.7 million in the second quarter of 2024 compared to $240.8 million in the second quarter of 2023. In the second quarter, we increased spend due to the expansion of our network and our technology initiatives. We expect that year-over-year comparative expense increases will moderate in the third and fourth quarters of 2024. Through July, we have completed eight of our ten projected new sales center openings and have made significant headway with our technology tools. As a percentage of net sales, operating expenses increased to 14.6% in the second quarter of 2024 compared to 13.0% in the same period of 2023.

Operating income in the second quarter of 2024 decreased 17% to $271.5 million from $327.0 million in 2023. Operating margin was 15.3% in the second quarter of 2024 compared to 17.6% in the second quarter of 2023.

We recorded a $0.4 million tax benefit from Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting, in the quarter ended June 30, 2024, compared to a tax benefit of $0.6 million realized in the same period of 2023. This resulted in a $0.01 per diluted share tax benefit in the second quarter of 2024 compared to a $0.02 per diluted share tax benefit realized in the same period of 2023.

Net income decreased 17% to $192.4 million in the second quarter of 2024 compared to $232.3 million in the second quarter of 2023. Earnings per diluted share decreased 16% to $4.99 in the second quarter of 2024 compared to $5.91 in the same period of 2023. Without the impact from ASU 2016-09 in both periods, earnings per diluted share decreased 15% to $4.98 compared to $5.89 in the second quarter of 2023. See RESULTS OF OPERATIONS below for definitions of our non-GAAP measures and reconciliations of our non-GAAP measures to GAAP measures.

References to product line and product category data throughout this report generally reflect data related to the North American swimming pool market, as this data is more readily available for analysis and represents the largest component of our operations.

In this Form 10-Q and other of our public disclosures, we estimate the impact that favorable or unfavorable weather had on our operating results. In connection with these estimates, we make several assumptions and rely on various third-party sources. It is possible that others assessing the same data could reach conclusions that differ from ours.

Financial Position and Liquidity

Total net receivables, including pledged receivables, trended in line with net sales activity at June 30, 2024 compared to June 30, 2023. Our days sales outstanding (DSO), as calculated on a trailing four quarters basis, was 26.8 days at June 30, 2024 and 26.2 days at June 30, 2023. Our allowance for doubtful accounts balance was $9.4 million at June 30, 2024 and $10.1 million at June 30, 2023.

Our inventory management efforts executed over the first half of the year reduced our inventory levels compared to June 30, 2023 by $97.3 million, or 7%, to $1.3 billion. Our inventory reserve was $25.0 million at June 30, 2024 and $25.4 million at June 30, 2023. Our inventory turns, as calculated on a trailing four quarters basis, were 2.7 times at June 30, 2024 and 2.5 times at June 30, 2023.

Total debt outstanding was $1.1 billion at June 30, 2024, down $68.0 million from June 30, 2023, as we have used a portion of operating cash flows to reduce our debt over the past year.

For additional information, see "Liquidity and Capital Resources" below.

Current Trends and Outlook

For a detailed discussion of trends impacting us through 2023, see the Current Trends and Outlook section of Management’s Discussion and Analysis included in Part II, Item 7 of our 2023 Annual Report on Form 10-K.

We expect sales for the full year of 2024 to be down around 6% compared to 2023, impacted by the following factors and assumptions:

•volumes of discretionary products used for swimming pool construction to decline 15% to 20%;

•volumes of products used in the remodeling, renovation and upgrading of swimming pools to decline as much as 15%;

•sustained demand for pool maintenance products; and

•inflationary product cost increases of approximately 1% to 2%.

As previously disclosed in our 2023 Annual Report on Form 10-K, we project gross margin for the full year of 2024 to be in line with our long-term outlook of approximately 30.0%. Our actual gross margin will depend on amounts and timing of inflationary price increases, customer and product mix.

We expect to leverage our existing infrastructure and manage discretionary spending to mitigate inflationary impacts while continuing to invest in our business. For the full year of 2024, we expect to achieve an operating margin of approximately 12.0%.

We project that our annual effective tax rate (without the benefit from ASU 2016-09) for 2024 will be around 25.0%. We expect our effective tax rate will fluctuate from quarter to quarter due to ASU 2016-09, particularly in periods when employees elect to exercise their vested stock options or when restrictions on share-based awards lapse. We recorded a $7.8 million, or $0.20 per diluted share, tax benefit from ASU 2016-09 for the six months ended June 30, 2024. We may recognize additional

tax benefits related to stock option exercises in 2024 from grants that expire in future years. We have not included any expected tax benefits in our full year guidance beyond what we have recognized as of June 30, 2024.

We expect 2024 diluted EPS in the range of $11.05 to $11.45, including the impact of year-to-date tax benefits of $0.20. We expect to continue to use cash for the payment of cash dividends as and when declared by our Board of Directors (Board) and to fund opportunistic share repurchases under our Board-authorized share repurchase program.

The forward-looking statements in the foregoing section and elsewhere in this report are based on current market conditions, speak only as of the filing date of this report, are based on several assumptions and are subject to significant risks and uncertainties. See “Cautionary Statement for Forward-Looking Statements.”

RESULTS OF OPERATIONS

As of June 30, 2024, we conducted operations through 445 sales centers in North America, Europe and Australia. For the six months ended June 30, 2024, approximately 95% of our net sales were from our operations in North America.

The following table presents information derived from the Consolidated Statements of Income expressed as a percentage of net sales:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	70.0		69.4		69.9		69.4
Gross profit	30.0		30.6		30.1		30.6
Selling and administrative expenses	14.6		13.0		16.9		15.2

Operating income	15.3		17.6		13.2		15.4
Interest and other non-operating expenses, net	0.8		0.9		1.0		1.1
Income before income taxes and equity in earnings	14.6	%	16.7	%	12.2	%	14.4	%

Note: Due to rounding, percentages presented in the table above may not add to Operating income or Income before income taxes and equity in earnings.

We have included the results of operations from acquisitions in 2024 and 2023 in our consolidated results since the acquisition dates.

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

Base Business

When calculating our base business results, we exclude sales centers that are acquired, opened in new markets or closed 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 we consolidate with acquired sales centers.

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, we include acquired, consolidated and new market sales centers in the base business calculation including the comparative prior year period.

We have not provided separate base business income statements within this Form 10-Q as our base business results for the three and six months ended June 30, 2024 closely approximated consolidated results for the same period. Acquired and new market sales centers excluded from base business contributed less than 1% to the change in net sales.

The table below summarizes the changes in our sales center count during the first six months of 2024:


December 31, 2023			439
Acquired locations			2
New locations			6
Consolidated locations			(2)
June 30, 2024			445

Net Sales


	Three Months Ended
	June 30,
(in millions)	2024		2023		Change
Net sales	$	1,769.8	$	1,857.4	$	(87.6)	(5)%

Net sales of $1.8 billion in the second quarter of 2024 decreased 5% compared to $1.9 billion in the second quarter of 2023. During the second quarter, recurring maintenance product sales performed well, while spending for larger semi-discretionary products and on new pool construction and renovation projects reflected consumer hesitancy for high dollar discretionary products.

The following factors impacted our sales during the quarter and are listed in order of estimated magnitude.

•Maintenance-related revenues have remained stable as evidenced by volume growth in chemicals, representing 15% of our net sales. Sales of chemicals increased 1% from the second quarter of 2023.

•Net sales were negatively impacted by lower sales volumes resulting from reduced pool construction and discretionary activities (see discussion below).

•Net sales benefited approximately 1% from inflationary product cost increases, which is net of price deflation for some products, primarily chemical sanitizers and commodity-based products like PVC pipe. This compares to a benefit of 3% to 4% in the second quarter of 2023.

In the second quarter of 2024, sales of equipment, which is used in maintenance, renovation and new construction activities and includes swimming pool heaters, pumps, lights, filters and automation, were flat compared to the same period of last year, and collectively represented approximately 29% of net sales for the period. Sales of building materials, which are primarily used in new construction and remodeling, decreased 10% compared to the second quarter of 2023 and represented approximately 12% of net sales in the second quarter of 2024.

Sales to specialty retailers that sell swimming pool supplies and customers who service large commercial installations are included in the appropriate existing product categories, and sales trends in these areas are reflected in the discussion above. Sales to retail customers decreased 6% in the second quarter of 2024 compared to the second quarter of 2023 and represented approximately 15% of our total net sales. Sales to commercial swimming pool customers increased 16% in the second quarter of 2024 compared to the second quarter of 2023 and represented approximately 5% of our net sales for the second quarter of 2024.

Gross Profit


	Three Months Ended
	June 30,
(in millions)	2024			2023			Change
Gross profit	$	530.1		$	567.8		$	(37.7)	(7)%
Gross margin	30.0		%	30.6		%

Gross margin decreased 60 basis points to 30.0% in the second quarter of 2024 compared to 30.6% in the second quarter of 2023. Our prior year gross margin benefited from a larger amount of lower cost strategically-purchased inventory, while our current year gross margin was negatively impacted by changes in product mix between periods, including lower sales of higher margin building materials as discussed above. These impacts were partially offset by benefits from higher incentives earned under our vendor programs compared to the second quarter of 2023 when we were focused on inventory destocking.

Operating Expenses


	Three Months Ended
	June 30,
(in millions)	2024			2023			Change
Selling and administrative expenses	$	258.7		$	240.8		$	17.9	7%

Operating expenses as a % of net sales	14.6		%	13.0		%

Operating expenses increased 7% in the second quarter of 2024 compared to the second quarter of 2023. Expense growth drivers included cost inflation, particularly on base wages, healthcare costs and rent and facility costs. We also increased investment spend to drive future growth through the expansion of our network and our technology initiatives. These increases were partially offset by lower variable costs, including performance-based compensation. As a percentage of net sales, operating expenses increased to 14.6% in the second quarter of 2024 compared to 13.0% in the same period of 2023.

Interest and Other Non-Operating Expenses, Net

Interest and other non-operating expenses, net for the second quarter of 2024 decreased $2.8 million compared to the second quarter of 2023, primarily due to a decrease in average debt between periods. Our weighted average effective interest rate increased to 5.3% in the second quarter of 2024 from 5.2% in the second quarter of 2023 on average outstanding debt of $1.0 billion and $1.3 billion for the respective periods.

Income Taxes

Our effective income tax rate was 25.3% for the three months ended June 30, 2024, compared to 25.1% for the three months ended June 30, 2023. We recorded a $0.4 million tax benefit from ASU 2016-09 in the quarter ended June 30, 2024, compared to a tax benefit of $0.6 million realized in the same period last year. Without the benefit from ASU 2016-09 in both periods, our effective tax rate was 25.4% for the second quarter of 2024 and 25.4% for the second quarter of 2023.

Net Income and Earnings Per Share

Net income decreased 17% to $192.4 million in the second quarter of 2024 compared to $232.3 million in the second quarter of 2023. Earnings per diluted share decreased 16% to $4.99 in the second quarter of 2024 compared to $5.91 in the same period of 2023. Without the impact from ASU 2016-09 in both periods, earnings per diluted share decreased 15% to $4.98 in the second quarter of 2024 compared to $5.89 in the second quarter of 2023. See the reconciliation of GAAP to non-GAAP measures below.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Net Sales


	Six Months Ended
	June 30,
(in millions)	2024		2023		Change
Net sales	$	2,890.6	$	3,064.1	$	(173.5)	(6)%

Net sales for the first six months of 2024 decreased 6% compared to the same period last year. In the first half of 2024, maintenance activities were stable, indicating steady demand for non-discretionary products, while pool construction and discretionary activities were weaker, impacted from current macroeconomic conditions. The first quarter of 2024 also reflected challenges from mixed weather, while the second quarter reflected a sequential improvement.

The following factors also impacted our sales and are listed in order of estimated magnitude.

•Maintenance-related revenues showed stability through the first part of the season as evidenced by volume growth in chemicals, representing 14% of our net sales. Sales of chemicals were flat compared to the first half of 2023.

•Net sales were negatively impacted by lower sales volumes resulting from reduced pool construction and discretionary activities (see discussion below).

•Net sales benefited approximately 1% to 2% from inflationary product cost increases, which is net of price deflation for some products, primarily chemical sanitizers and commodity-based products like PVC pipe. This compares to a benefit of 4% in the first six months of 2023.

•We estimate that unfavorable weather conditions negatively impacted sales by approximately 1%, primarily in the first quarter.

In the first six months of 2024, sales of equipment, which includes swimming pool heaters, pumps, lights, filters and automation, decreased approximately 1% compared to the same period last year and collectively represented 31% of net sales in the first six months of 2024. Sales of building materials, which are primarily used in new pool construction and remodeling, decreased 10% compared to the first six months of 2023 and represented approximately 12% of net sales in the first six months of 2024.

Sales to specialty retailers that sell swimming pool supplies and customers who service large commercial installations are included in the appropriate existing product categories, and sales trends in these areas are reflected in the discussion above. Sales to retail customers decreased 6% in the first six months of 2024 compared to the first six months of 2023 and represented approximately 15% of our consolidated net sales. As consumers take advantage of summer travel and recreational opportunities, sales to commercial customers increased 9% in the first six months of 2024 compared to the first six months of 2023 and represented approximately 5% of our consolidated net sales in the first six months of 2024.

Gross Profit


	Six Months Ended
	June 30,
(in millions)	2024			2023			Change
Gross profit	$	868.7		$	937.5		$	(68.8)	(7)%
Gross margin	30.1		%	30.6		%

Gross margin declined 50 basis points to 30.1% in the six months ended June 30, 2024, compared to 30.6% in the first six months of 2023. In the first half of 2024, our gross margin was impacted by the following factors.

•In 2023, we started the year carrying a large amount of lower cost strategically-purchased inventory and successfully reduced this excess inventory to normalized levels by the end of the 2023 season resulting in a lower gross margin in 2024.

•Gross margin in the first half of 2024 was impacted by a less advantageous product and customer mix with higher margin building materials making up a smaller portion of our sales and larger customers taking on more of the available projects.

•Our gross margin in the first half of 2024 benefited from higher levels of incentives earned due to increased purchasing as compared to the prior year when we were actively reducing inventory levels.

•Gross margin in the first half of 2024 included a benefit of $12.6 million, or 40 basis points, related to a reduction of estimated import taxes previously recorded in the fourth quarter of 2022.

Operating Expenses


	Six Months Ended
	June 30,
(in millions)	2024			2023			Change
Selling and administrative expenses	$	488.5		$	464.8		$	23.7	5%

Operating expenses as a % of net sales	16.9		%	15.2		%

Operating expenses for the six months ended June 30, 2024 were up 5% compared to the prior year period. Expense growth drivers included rent and facility costs, inflationary wage increases, insurance costs, technology initiatives and investments in greenfield locations. These increases were partially offset by lower variable costs, including performance-based compensation.

Interest and Other Non-Operating Expenses, Net

Interest and other non-operating expenses, net for the first six months of 2024 decreased $5.3 million compared to the same period last year, as a decrease in average debt between periods more than offset higher average interest rates. Our weighted average effective interest rate increased to 5.3% from 5.0% for the respective periods on average outstanding debt of $1.0 billion for the first six months of 2024 versus $1.3 billion for the same period of 2023.

Income Taxes

Our effective income tax rate was 23.1% for the six months ended June 30, 2024, compared to 24.1% for the six months ended June 30, 2023. We recorded a $7.8 million, or $0.20 per diluted share, tax benefit from ASU 2016-09 in the six months ended June 30, 2024, compared to a $5.4 million, or $0.14 per diluted share, tax benefit in the same period of 2023. Without the benefits from ASU 2016-09, our effective tax rate was 25.3% for the six months ended June 30, 2024, and 25.4% for the six months ended June 30, 2023.

Net Income and Earnings Per Share

Net income decreased 19% to $271.3 million for the six months ended June 30, 2024, compared to $333.9 million for the six months ended June 30, 2023. Earnings per diluted share decreased 17% to $7.03 for the six months ended June 30, 2024, versus $8.48 per diluted share for the six months ended June 30, 2023. Without the impact from ASU 2016-09 in both periods, earnings per diluted share decreased 18% to $6.83 for the six months ended June 30, 2024, compared to $8.34 for the six months ended June 30, 2023. See the reconciliation of GAAP to non-GAAP measures below.

Reconciliation of Non-GAAP Financial Measures

The non-GAAP measures described below should be considered in the context of all of our other disclosures in this Form 10-Q.

Adjusted Diluted EPS

We have included adjusted diluted EPS, a non-GAAP financial measure, as a supplemental disclosure, because we believe this measure is useful to management, investors and others in assessing our period-to-period operating performance.

Adjusted diluted EPS is a key measure used by management to demonstrate the impact of tax benefits from ASU 2016-09 on our diluted EPS and to provide investors and others with additional information about our potential future operating performance to supplement GAAP measures.

We believe this measure should be considered in addition to, not as a substitute for, diluted EPS presented in accordance with GAAP, and in the context of our other disclosures in this Form 10-Q. Other companies may calculate this non-GAAP financial measure differently than we do, which may limit its usefulness as a comparative measure.

The table below presents a reconciliation of diluted EPS to adjusted diluted EPS.


(Unaudited)	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Diluted EPS	$	4.99	$	5.91	$	7.03	$	8.48



ASU 2016-09 tax benefit	(0.01)		(0.02)		(0.20)		(0.14)

Adjusted diluted EPS	$	4.98	$	5.89	$	6.83	$	8.34

Seasonality and Quarterly Fluctuations

Our business is seasonal. In general, sales and operating income are highest during the second and third quarters, which represent the peak months of both swimming pool use and installation and irrigation and landscape installations and maintenance. Sales are lower during the first and fourth quarters. In 2023, we generated approximately 60% of our net sales and 70% of our operating income in the second and third quarters of the year.

We typically experience a build-up of product inventories and accounts payable during the winter months in anticipation of the peak selling season. Excluding borrowings to finance acquisitions and share repurchases, our peak borrowing usually occurs during the second quarter, primarily because extended payment terms offered by our suppliers typically are payable in April, May and June, while our peak accounts receivable collections typically occur in June, July and August.

The following table presents certain unaudited quarterly income statement and balance sheet data for the most recent eight quarters to illustrate seasonal fluctuations in these amounts. We believe this information reflects all normal and recurring adjustments considered necessary for a fair presentation of this data. The results of any one or more quarters are not necessarily a good indication of results for an entire fiscal year or of continuing future trends for a variety of reasons, including the seasonal nature of our business and the impact of new and acquired sales centers.


(Unaudited)	QUARTER
(in thousands)	2024				2023								2022
	Second		First		Fourth		Third		Second		First		Fourth		Third
Statement of Income Data
Net sales	$	1,769,784	$	1,120,810	$	1,003,050	$	1,474,407	$	1,857,363	$	1,206,774	$	1,095,920	$	1,615,339
Gross profit	530,141		338,560		293,775		428,731		567,783		369,755		315,731		503,687
Operating income	271,481		108,720		79,344		194,443		327,009		145,771		107,295		263,877
Net income	192,439		78,885		51,437		137,843		232,250		101,699		71,863		190,055

Balance Sheet Data
Total receivables, net	$	577,529	$	527,175	$	342,910	$	461,582	$	630,950	$	564,171	$	351,448	$	549,796
Product inventories, net	1,295,600		1,496,947		1,365,466		1,259,308		1,392,886		1,686,683		1,591,060		1,539,572
Accounts payable	515,645		907,806		508,672		429,436		485,100		739,749		406,667		442,226
Total debt	1,116,553		979,177		1,053,320		1,033,897		1,184,586		1,365,750		1,386,803		1,512,545

We expect that our quarterly results of operations will continue to fluctuate depending on the timing and amount of revenue contributed by new and acquired sales centers. Based on our peak summer selling season, we generally open new sales centers and close or consolidate sales centers, when warranted, either in the first quarter before the peak selling season begins or in the fourth quarter after the peak selling season ends.

Weather is one of the principal external factors affecting our business. The table below presents some of the possible effects resulting from various weather conditions.


Weather		Possible Effects
Hot and dry	•	Increased purchases of chemicals and supplies
		for existing swimming pools
	•	Increased purchases of above-ground pools and
		irrigation and lawn care products

Unseasonably cool weather or extraordinary amounts	•	Fewer pool and irrigation and landscape
of rain		installations
	•	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	•	A longer pool and landscape season, thus positively
trends in fall		impacting our sales
(primarily in the northern half of the U.S. and Canada)

Unseasonably late warming trends in spring/early cooling	•	A shorter pool and landscape season, thus negatively
trends in fall		impacting our sales
(primarily in the northern half of the U.S. and Canada)

Weather Impacts on 2024 and 2023 Results

The second quarter of 2024 was marked by precipitation variability across the U.S. with wetter conditions in the central U.S. and Texas and below average precipitation in the western U.S. Maintenance activities benefited from warmer-than-average temperatures across most regions, particularly in June. Overall, mixed weather conditions led to varied impacts across our markets. In contrast, weather conditions in the second quarter of 2023 unfavorably impacted sales due to cooler temperatures across the West through the mid-Atlantic region and the impact of wildfires in Canada.

The first quarter of 2024 was the tenth wettest quarter on record leading to mixed impacts across our markets, particularly in the month of March, which is seasonally our highest sales month of the first quarter. However, we also observed above-average temperatures during the quarter contributing positively to economic activities in many regions, such as improvement in California during March. The adverse effects of cooler and wetter weather in Florida and the Southeast compared to the first quarter of last year and excessive precipitation in Texas and the Northeast outweighed the positives, resulting in an unfavorable net impact on net sales. In the first quarter of 2023, varied weather conditions had a more pronounced unfavorable impact on net sales due to unusually wet and cold weather in the western U.S., particularly California and Arizona. This wet and cold weather was partially offset by generally favorable conditions in our southern markets, where sales benefited from warmer weather and below-average precipitation.

CRITICAL ACCOUNTING ESTIMATES

We prepare our Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles (GAAP), which require management to make estimates and assumptions that affect reported amounts and related disclosures. Management identifies critical accounting estimates as:

•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 estimates or assumptions, or the use of different estimates and assumptions, could have a material impact on our consolidated results of operations or financial condition.

Management has discussed the development, selection and disclosure of our critical accounting estimates with the Audit Committee of our Board. For a description of our critical accounting estimates that require us to make the most difficult, subjective or complex judgments, please see our 2023 Annual Report on Form 10-K. We have not changed any of these policies from those previously disclosed in that report.

Recent Accounting Pronouncements

See Note 1 of “Notes to Consolidated Financial Statements,” included in Part I, Item 1 of this Form 10-Q for discussion of recent accounting pronouncements.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is defined as the ability to generate adequate amounts of cash to meet short-term and long-term cash needs. We assess our liquidity in terms of our ability to generate cash to fund our operating activities, taking into consideration the seasonal nature of our business. Significant factors which could affect our liquidity include the following:

•cash flows generated from operating activities;

•the adequacy of available bank lines of credit;

•the quality of our receivables;

•acquisitions;

•dividend payments;

•capital expenditures;

•changes in income tax laws and regulations;

•the timing and extent of share repurchases; and

•the ability to attract long-term capital with satisfactory terms.

Our primary capital needs are seasonal working capital obligations, debt repayment obligations and other general corporate initiatives, including acquisitions, opening new sales centers, technology-related investments, dividend payments and share repurchases. Our primary working capital obligations are for the purchase of inventory, payroll, rent, other facility costs and selling and administrative expenses. Our working capital obligations fluctuate during the year, driven primarily by seasonality and the timing of inventory purchases. Our primary sources of working capital are cash from operations supplemented by bank borrowings, which have historically been sufficient to support our growth and finance acquisitions. We have funded our capital expenditures and share repurchases in substantially the same manner.

We prioritize our use of cash based on investing in our business, maintaining a prudent capital structure, including a modest amount of debt, and returning cash to our shareholders through dividends and share repurchases. Our specific priorities for the use of cash are as follows:

•capital expenditures primarily for maintenance and growth of our sales center network, technology-related investments and fleet vehicles;

•inventory and other operating expenses;

•strategic acquisitions executed opportunistically;

•payment of cash dividends as and when declared by our Board;

•repayment of debt to maintain an average total target leverage ratio (as defined below) between 1.5 and 2.0; and

•discretionary repurchases of our common stock under our Board-authorized share repurchase program.

We focus our capital expenditure plans based on the needs of our sales centers. Our capital spending primarily relates to leasehold improvements, delivery and service vehicles and information technology. In recent years, we have increased our investment in technology and automation enabling us to operate more efficiently and better serve our customers.

Historically, our capital expenditures have averaged roughly 1.0% of net sales. Capital expenditures were 1.1% of net sales in 2023 and 0.7% of net sales in 2022 and 2021. In 2022 and 2021, our capital expenditures as a percentage of net sales were lower than our historical average due to our significant sales growth in those years. Based on management’s current plans, we project capital expenditures for 2024 will be approximately 1.0% to 1.5% of net sales.

Sources and Uses of Cash

The following table summarizes our cash flows (in thousands):


	Six Months Ended
	June 30,
	2024		2023
Provided by operating activities	$	172,102	$	376,777
Used in investing activities	(38,345)		(41,860)
Used in financing activities	(100,034)		(328,542)

Net cash provided by operations decreased to $172.1 million for the first six months of 2024 from $376.8 million for the first six months of 2023, primarily driven by decreases in working capital as we have utilized more cash for vendor early buy payments in 2024 versus 2023 and lower net income.

Net cash used in investing activities for the first six months of 2024 decreased $3.5 million compared to the first six months of 2023, primarily due to a decrease of $7.1 million in cash used for acquisitions, partially offset by a $4.7 million increase in net capital expenditures.

Net cash used in financing activities was $100.0 million for the first six months of 2024 compared to $328.5 million for the first six months of 2023, primarily reflecting $62.9 million of net debt proceeds in the first six months of 2024 versus $202.5 million of net debt payments in the first six months of 2023, partially offset by a $33.8 million increase in share repurchases and a $6.3 million increase in dividends paid in the first six months of 2024 compared to the same period in 2023.

Future Sources and Uses of Cash

To supplement cash from operations as our primary source of working capital, we plan to continue to utilize our three major credit facilities, which are the Amended and Restated Revolving Credit Facility (the Credit Facility), the Term Facility (the Term Facility) and the Receivables Securitization Facility (the Receivables Facility). For additional details regarding these facilities, see the summary descriptions below and more complete descriptions in Note 5 of our “Notes to Consolidated Financial Statements,” included in Part II, Item 8 in our 2023 Annual Report on Form 10-K and Note 5 of “Notes to Consolidated Financial Statements” included in Part I, Item 1 of this Form 10-Q.

Credit Facility

Our Credit Facility provides for $1.25 billion in borrowing capacity consisting of a $750.0 million five-year unsecured revolving credit facility and a $500.0 million term loan facility. The Credit Facility also includes sublimits for the issuance of swingline loans and standby letters of credit. We pay interest on revolving and term loan borrowings under the Credit Facility at a variable rate based on the one-month term secured overnight financing rate (Term SOFR), plus an applicable margin. The term loan requires quarterly amortization payments during the third, fourth and fifth years of the loan, beginning in September 2023 aggregating to 20% of the original principal amount of the loan, with all remaining principal due on the Credit Facility maturity date of September 25, 2026. We intend to continue to use the Credit Facility for general corporate purposes, for future share repurchases and to fund future growth initiatives.

At June 30, 2024, there was $178.4 million of revolving borrowings outstanding, a $475.0 million term loan, a $16.0 million standby letter of credit outstanding and $561.9 million available for borrowing under the Credit Facility. The weighted average effective interest rate for the Credit Facility as of June 30, 2024, was approximately 4.5%, excluding commitment fees and including the impact of our interest rates swaps.

Term Facility

Our Term Facility provides for $185.0 million in borrowing capacity and matures on December 30, 2026. Proceeds from the Term Facility were used to pay down the Credit Facility in December 2019, adding borrowing capacity for future share repurchases, acquisitions and growth-oriented working capital expansion. We pay interest on borrowings under the Term Facility at a variable rate based on one month Term SOFR, plus an applicable margin. The Term Facility is repaid in quarterly installments of 1.250% of the Term Facility on the last business day of each quarter beginning in the first quarter of 2020 with the final principal repayment due on the maturity date. We may prepay amounts outstanding under the Term Facility without penalty other than interest breakage costs. In June 2023, we made a prepayment on the Term Facility of $45.0 million with $32.4 million applied against the remaining quarterly installments and the remainder applied against the amount due at

maturity.

At June 30, 2024, there was $109.9 million outstanding under the Term Facility with a weighted average effective interest rate of 6.6%.

Receivables Securitization Facility

Our two-year accounts receivable securitization facility (the Receivables Facility) offers us a lower-cost form of financing. Under this facility, we can borrow up to $350.0 million between April through August and from $210.0 million to $340.0 million during the remaining months of the year. The Receivables Facility matures on November 1, 2024. We classify the entire outstanding balance as Long-term debt on our Consolidated Balance Sheets as we intend and have the ability to refinance the obligations on a long-term basis.

The Receivables Facility provides for the sale of certain of our receivables to a wholly-owned subsidiary (the Securitization Subsidiary). The Securitization Subsidiary transfers variable undivided percentage interests in the receivables and related rights to certain third-party financial institutions in exchange for cash proceeds, limited to the applicable funding capacities. Upon payment of the receivables by customers, rather than remitting to the financial institutions the amounts collected, we retain such collections as proceeds for the sale of new receivables until payments become due.

At June 30, 2024, there was $334.7 million outstanding under the Receivables Facility at a weighted average effective interest rate of 6.2%, excluding commitment fees.

Financial Covenants

Financial covenants of the Credit Facility, Term Facility and Receivables Facility include maintenance of a maximum average total leverage ratio and a minimum fixed charge coverage ratio, which are our most restrictive financial covenants. As of June 30, 2024, the calculations of these two covenants are detailed below:

•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 sum of (i) Total Non-Revolving Funded Indebtedness as of such date, (ii) the trailing twelve months (TTM) Average Total Revolving Funded Indebtedness and (iii) the TTM Average Accounts Securitization Proceeds divided by TTM EBITDA (as those terms are defined in the Credit Facility). As of June 30, 2024, our average total leverage ratio equaled 1.42 (compared to 1.36 as of March 31, 2024) and the TTM average total indebtedness amount used in this calculation was $1.0 billion.

•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, 2024, our fixed charge ratio equaled 5.37 (compared to 5.71 as of March 31, 2024) and TTM Rental Expense was $97.8 million.

The Credit Facility and Term Facility limit the declaration and payment of dividends on our common stock to a manner consistent with past practice, provided no default or event of default has occurred and is continuing, or would result from the payment of dividends. We may declare and pay quarterly dividends so long as (i) the amount per share of such dividends is not greater than the most recently publicly announced amount of dividends per share and (ii) our Average Total Leverage Ratio is less than 3.25 to 1.00 both immediately before and after giving pro forma effect to such dividends. Under the Credit Facility and Term Facility, we may repurchase shares of our common stock provided no default or event of default has occurred and is continuing, or would result from the repurchase of shares, and our maximum average total leverage ratio (determined on a pro forma basis) is less than 3.25 to 1.00.

Other covenants in each of our credit facilities include restrictions on our ability to grant liens, incur indebtedness, make investments, merge or consolidate, and sell or transfer assets. Failure to comply with any of our financial covenants or any other terms of our credit facilities could result in, among other things, higher interest rates on our borrowings or the acceleration of the maturities of our outstanding debt.

Interest Rate Swaps

We utilize interest rate swap contracts and forward-starting interest rate swap contracts to reduce our exposure to fluctuations in variable interest rates for future interest payments on our variable rate borrowings. Interest expense related to the notional amounts under all swap contracts is based on the fixed rates plus the applicable margin on the respective borrowings.

As of June 30, 2024, we had two interest rate swap contracts in place and one forward-starting interest rate swap contract, each

of which has the effect of converting our exposure to variable interest rates on a portion of our variable rate borrowings to fixed interest rates. For more information, see Note 4 of “Notes to Consolidated Financial Statements” included in Part I, Item 1 of this Form 10-Q.

Compliance and Future Availability

As of June 30, 2024, we were in compliance with all material covenants and financial ratio requirements under our Credit Facility, our Term Facility and our Receivables Facility. We believe we will remain in compliance with all material covenants and financial ratio requirements throughout the next twelve months. For additional information regarding our debt arrangements, see Note 5 of “Notes to Consolidated Financial Statements,” included in Part II, Item 8 of our 2023 Annual Report on Form 10-K, as updated by Note 5 of “Notes to Consolidated Financial Statements,” included in Part I, Item 1 of this Form 10-Q.

We believe we have adequate availability of capital to fund present operations and the current capacity to finance any working capital needs that may arise. We continually evaluate potential acquisitions and hold discussions with acquisition candidates. If suitable acquisition opportunities arise that would require financing, we believe that we would have the ability to finance any such transactions.

As of July 25, 2024, $572.1 million remained available to purchase shares of our common stock under our current Board-approved share repurchase program. We expect to repurchase shares on the open market from time to time subject to market conditions. We plan to fund these repurchases with cash provided by operations and borrowings under the above-described credit facilities.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

There have been no material changes in our exposure to interest rate risk during the six months ended June 30, 2024, from what we reported in our 2023 Annual Report on Form 10-K. For additional information on our interest rate risk, refer to “Quantitative and Qualitative Disclosures about Market Risk” included in Part II, Item 7A in our 2023 Annual Report on Form 10-K.

Currency Risk

There have been no material changes in our exposure to currency risk during the six months ended June 30, 2024, from what we reported in our 2023 Annual Report on Form 10-K. For additional information on our currency risk, refer to “Quantitative and Qualitative Disclosures about Market Risk” included in Part II, Item 7A in our 2023 Annual Report on Form 10-K.

Item 4. Controls and Procedures

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the Act). The rules refer to the controls and other procedures designed to ensure that information required to be disclosed in reports that we file or submit under the Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. As of June 30, 2024, management, including our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures. Based on that evaluation, management, including our CEO and CFO, concluded that as of June 30, 2024, our disclosure controls and procedures were effective.

We maintain a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Based on the most recent evaluation, we have concluded that no change in our internal control over financial reporting occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The effectiveness of our system of disclosure controls and procedures or internal control over financial reporting is subject to certain limitations, including the exercise of judgment in designing, implementing and evaluating such systems, the assumptions used in identifying the likelihood of future events and the inability to eliminate misconduct completely. As a result, there can be no assurance that our control systems will detect all errors or fraud. By their nature, our system can provide only reasonable assurance regarding management's control objectives.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are subject to various claims and litigation arising in the ordinary course of business, including product liability, personal injury, commercial, contract and employment matters. While the outcome of any litigation is inherently unpredictable, based on currently available facts and our current insurance coverages, we do not believe that the ultimate resolution of any of these matters will have a material adverse impact on our financial condition, results of operations or cash flows.

Item 1A. Risk Factors

Our operations and financial results are subject to various risks and uncertainties, which could adversely affect our business, financial condition or future results. We urge you to carefully consider (i) the other information set forth in this report and (ii) the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes to the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table below summarizes the repurchases of our common stock in the second quarter of 2024:


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan(2)	Maximum Approximate Dollar Value of Shares That May Yet be Purchased Under the Plan (2)
April 1-30, 2024	131,569	$	382.20	131,569	$	283,756,612
May 1-31, 2024	49,252	$	363.57	49,231	$	582,100,982
June 1-30, 2024	—	$	—	—	$	582,100,982
Total	180,821	$	377.13	180,800

(1)These shares may include shares of our common stock surrendered to us by employees in order to satisfy minimum 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 21 shares surrendered for this purpose in the second quarter of 2024.

(2)In May 2024, our Board authorized an additional $316.2 million under our share repurchase program for the repurchase of shares of our common stock in the open market at prevailing market prices bringing the total authorization available under the program to $600.0 million. As of July 25, 2024, $572.1 million of the authorized amount remained available for use under our current share repurchase program. The share repurchase program does not obligate us to acquire any specific amount of shares and does not have an expiration date.

Our Board may declare future dividends at their discretion, after considering various factors, including our earnings, capital requirements, financial position, contractual restrictions and other relevant business considerations. For a description of restrictions on dividends in our Credit Facility, Term Facility and Receivables Facility, see the “Liquidity and Capital Resources” section of Management’s Discussion and Analysis in Part I, Item 2 of this Form 10-Q. We cannot assure shareholders or potential investors that dividends will be declared or paid any time in the future if our Board determines that there is a better use of our funds.

Item 5. Other Information

During the quarter ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation S-K).

Item 6. Exhibits

Exhibits filed as part of this report are listed below.

Incorporated by Reference

No.

Description

Filed/ Furnished with this
Form 10-Q

Form

File No.

Date Filed

3.1

Restated Certificate of Incorporation of the Company.

10-Q

000-26640

8/9/2006

3.2

Amended and Restated Bylaws of the Company.

8-K

000-26640

10/25/2023

4.1

Form of certificate representing shares of common stock of the Company.

8-K

000-26640

5/19/2006

31.1

Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and 15d‑14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification by Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

+ Attached as Exhibit 101 to this report are the following items formatted in iXBRL (Inline Extensible Business Reporting Language):

1.Consolidated Statements of Income for the three and six months ended June 30, 2024 and June 30, 2023;

2.Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and June 30, 2023;

3.Consolidated Balance Sheets at June 30, 2024, December 31, 2023 and June 30, 2023;

4.Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and June 30, 2023;

5.Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024 and June 30, 2023; and

6.Notes to Consolidated Financial Statements.

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, thereunto duly authorized on July 30, 2024.


						POOL CORPORATION




			By:			/s/ Melanie Housey Hart
						Melanie Housey Hart
						Vice President and Chief Financial Officer, and duly authorized signatory on behalf of the registrant

EXHIBIT 31.1

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Melanie Housey Hart, certify that:

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:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

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):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	July 30, 2024	/s/ Melanie Housey Hart
		Melanie Housey Hart
		Vice President and Chief Financial Officer

EXHIBIT 31.2

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Peter D. Arvan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Pool Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	July 30, 2024	/s/ Peter D. Arvan
		Peter D. Arvan
		President and Chief Executive Officer

EXHIBIT 32.1

Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350

(Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q of Pool Corporation (the “Company”) for the period ending June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Peter D. Arvan, as Chief Executive Officer of the Company, and Melanie Housey Hart, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(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.

Dated: July 30, 2024


			/s/ Peter D. Arvan
			Peter D. Arvan
			President and Chief Executive Officer




			/s/ Melanie Housey Hart
			Melanie Housey Hart
			Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2024	Jul. 25, 2024
Cover [Abstract]
Document Type	10-Q
Document Period End Date	Jun. 30, 2024
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	0-26640
Entity Registrant Name	POOL CORPORATION
Entity Central Index Key	0000945841
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-3943363
Entity Address, Address Line One	109 Northpark Boulevard,
Entity Address, City or Town	Covington,
Entity Address, State or Province	LA
Entity Address, Postal Zip Code	70433-5001
City Area Code	(985)
Local Phone Number	892-5521
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	POOL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		38,257,928

Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Net sales	$ 1,769,784	$ 1,857,363	$ 2,890,594	$ 3,064,138
Cost of sales	1,239,643	1,289,580	2,021,894	2,126,599
Gross profit	530,141	567,783	868,700	937,539
Selling and administrative expenses	258,660	240,774	488,499	464,758
Operating income	271,481	327,009	380,201	472,781
Interest and other non-operating expenses, net	14,044	16,892	27,463	32,728
Income before income taxes and equity earnings	257,437	310,117	352,738	440,053
Provision for income taxes	65,058	77,987	81,531	106,260
Equity earnings in unconsolidated investments, net	60	120	117	156
Net income	$ 192,439	$ 232,250	$ 271,324	$ 333,949
Earnings per share:
Basic (in dollars per share)	$ 5.02	$ 5.95	$ 7.07	$ 8.55
Diluted (in dollars per share)	$ 4.99	$ 5.91	$ 7.03	$ 8.48
Weighted average shares outstanding: [Abstract]
Basic (in shares)	38,124	38,837	38,164	38,857
Diluted (in shares)	38,325	39,115	38,399	39,155
Cash dividends declared per common share	$ 1.20	$ 1.10	$ 2.30	$ 2.10

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net Income	$ 192,439	$ 232,250	$ 271,324	$ 333,949
Other comprehensive income (loss):
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax	(4,684)	2,801	(8,352)	5,271
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax	(1,376)	3,497	850	(313)
Total other comprehensive (loss) income	(6,060)	6,298	(7,502)	4,958
Comprehensive income	$ 186,379	$ 238,548	$ 263,822	$ 338,907

Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Other Comprehensive Income (Loss) before Reclassifications, Tax	$ 459	$ (1,166)	$ (284)	$ 104

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Current assets:
Cash and cash equivalents	$ 96,894	$ 66,540	$ 53,225
Receivables, net	169,849	145,723	203,459
Receivables pledged under receivables facility	407,680	197,187	427,491
Product inventories, net	1,295,600	1,365,466	1,392,886
Prepaid expenses and other current assets	35,789	40,444	19,994
Total current assets	2,005,812	1,815,360	2,097,055
Property and equipment, net	241,871	223,929	209,541
Goodwill Balances	699,686	700,078	699,918
Other intangible assets, net	294,684	298,282	302,444
Equity interest investments	1,399	1,305	1,278
Operating lease assets	313,840	305,688	279,468
Other assets	83,622	83,426	90,875
Total assets	3,640,914	3,428,068	3,680,579
Current liabilities:
Accounts payable	515,645	508,672	485,100
Accrued expenses and other current liabilities	152,978	134,676	170,658
Short-term borrowings	44,726	38,203	36,219
Current operating lease liabilities	94,024	89,215	79,763
Total current liabilities	807,373	770,766	771,740
Deferred income taxes	67,595	67,421	58,151
Long-term debt, net	1,071,827	1,015,117	1,148,367
Other long-term liabilities	44,135	40,028	39,236
Non-current operating lease liabilities	226,315	221,949	204,553
Total liabilities	$ 2,217,245	$ 2,115,281	$ 2,222,047
Common Stock, Shares, Outstanding	38,289,105	38,354,829	39,048,604
Common stock, authorized (in shares)	100,000,000	100,000,000	100,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001	$ 0.001
Stockholders' equity:
Common stock	$ 38	$ 38	$ 39
Additional paid-in capital	626,347	606,177	593,081
Retained earnings	798,204	699,990	854,559
Accumulated other comprehensive (loss) income	(920)	6,582	10,853
Total stockholders’ equity	1,423,669	1,312,787	1,458,532
Total liabilities and stockholders' equity	$ 3,640,914	$ 3,428,068	$ 3,680,579

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.001		$ 0.001	$ 0.001
Common stock, authorized (in shares)	100,000,000		100,000,000	100,000,000
Common Stock, Shares, Outstanding	38,289,105	38,462,000	38,354,829	39,048,604

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities
Net Income	$ 271,324	$ 333,949
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Depreciation	17,591	15,292
Amortization	4,201	4,237
Share-based compensation	10,344	9,996
Equity in earnings of unconsolidated investments, net	(117)	(156)
Other	(1,246)	3,563
Changes in operating assets and liabilities, net of effects of acquisitions:
Receivables	(232,647)	(276,945)
Product inventories	66,975	201,380
Prepaid expenses and other assets	38,231	(4,423)
Accounts payable	6,166	76,140
Accrued expenses and other liabilities	(8,720)	13,744
Net Cash Provided by operating activities	172,102	376,777
Investing activities
Acquisition of businesses, net of cash acquired	(4,435)	(11,500)
Purchases of property and equipment, net of sale proceeds	(34,928)	(30,191)
Other Investments	1,018	(169)
Net cash used in investing activities	(38,345)	(41,860)
Financing activities
Proceeds from revolving line of credit	756,300	698,795
Payments on revolving line of credit	(830,400)	(1,001,399)
Proceeds from asset-backed financing	467,000	388,900
Payments on asset-backed financing	(324,000)	(240,200)
Payments on term facility	(12,500)	(47,313)
Proceeds from short-term borrowings and current portion of long-term debt	8,085	17,859
Payments on short-term borrowings and current portion of long-term debt	(1,562)	(19,182)
Payments of deferred and contingent acquisition consideration	0	(551)
Proceeds from stock issued under share-based compensation plans	9,826	7,309
Payments of cash dividends	(88,287)	(82,018)
Repurchases of common stock	(84,496)	(50,742)
Net cash (used in) provided by financing activities	(100,034)	(328,542)
Effect of exchange rate changes on cash and cash equivalents	(3,369)	1,259
Change in cash and cash equivalents	30,354	7,634
Cash and cash equivalents at beginning of period	66,540	45,591
Cash and cash equivalents at end of period	$ 96,894	$ 53,225

Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital	Retained Earnings (Deficit)	Accumulated Other Comprehensive Income (Loss)
Balance (in shares) at Dec. 31, 2022		39,069,000
Balance at Dec. 31, 2022	$ 1,235,194	$ 39	$ 575,776	$ 653,484	$ 5,895
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	101,699	0	0	101,699	0
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax	2,469	0	0	0	2,469
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax	1,269
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax	(3,809)	$ 0	0	0	(3,809)
Repurchases of common stock, net of retirements (shares)		(144,000)
Stock Repurchased and Retired During Period, Value	(50,549)	$ 0	0	(50,549)	0
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	4,923	$ 0	4,923	0	0
Issuance of shares under share-based compensation plans (shares)		108,000
Issuance of stock under share-based compensation plans	5,896	$ 0	5,896	0	0
Dividends, Common Stock, Cash	(39,073)	$ 0	0	(39,073)	0
Balance (in shares) at Mar. 31, 2023		39,033,000
Balance at Mar. 31, 2023	1,256,750	$ 39	586,595	665,561	4,555
Balance (in shares) at Dec. 31, 2022		39,069,000
Balance at Dec. 31, 2022	1,235,194	$ 39	575,776	653,484	5,895
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	333,949			333,949
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax	5,271
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax	$ (313)
Balance (in shares) at Jun. 30, 2023	39,048,604	39,049,000
Balance at Jun. 30, 2023	$ 1,458,532	$ 39	593,081	854,559	10,853
Balance (in shares) at Mar. 31, 2023		39,033,000
Balance at Mar. 31, 2023	1,256,750	$ 39	586,595	665,561	4,555
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	232,250	0	0	232,250	0
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax	2,801	0	0	0	2,801
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax	(1,166)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax	3,497	$ 0	0	0	3,497
Repurchases of common stock, net of retirements (shares)		0
Stock Repurchased and Retired During Period, Value	0	$ 0	0	0	0
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	5,073	$ 0	5,073	0	0
Issuance of shares under share-based compensation plans (shares)		16,000
Issuance of stock under share-based compensation plans	1,413	$ 0	1,413	0	0
Dividends, Common Stock, Cash	(42,945)	0	0	(42,945)	0
Stockholders' Equity, Other	$ 307	$ 0		307	0
Balance (in shares) at Jun. 30, 2023	39,048,604	39,049,000
Balance at Jun. 30, 2023	$ 1,458,532	$ 39	593,081	854,559	10,853
Balance (in shares) at Dec. 31, 2023	38,354,829	38,355,000
Balance at Dec. 31, 2023	$ 1,312,787	$ 38	606,177	699,990	6,582
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	78,885	0	0	78,885	0
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax	(3,668)	0	0	0	(3,668)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax	(742)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax	2,226	$ 0	0	0	2,226
Repurchases of common stock, net of retirements (shares)		(41,000)
Stock Repurchased and Retired During Period, Value	(16,304)	$ 0	0	(16,304)	0
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	5,328	$ 0	5,328	0	0
Issuance of shares under share-based compensation plans (shares)		148,000
Issuance of stock under share-based compensation plans	8,773	$ 0	8,773	0	0
Dividends, Common Stock, Cash	$ (42,343)	0	0	(42,343)	0
Balance (in shares) at Mar. 31, 2024	38,462,000
Balance at Mar. 31, 2024	$ 1,345,684	$ 38	620,278	720,228	5,140
Balance (in shares) at Dec. 31, 2023	38,354,829	38,355,000
Balance at Dec. 31, 2023	$ 1,312,787	$ 38	606,177	699,990	6,582
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	271,324			271,324
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax	(8,352)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax	$ 850
Balance (in shares) at Jun. 30, 2024	38,289,105	38,289,000
Balance at Jun. 30, 2024	$ 1,423,669	$ 38	626,347	798,204	(920)
Balance (in shares) at Mar. 31, 2024	38,462,000
Balance at Mar. 31, 2024	$ 1,345,684	38	620,278	720,228	5,140
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	192,439	0	0	192,439	0
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax	(4,684)	0	0	0	(4,684)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax	459
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax	(1,376)	$ 0	0	0	(1,376)
Repurchases of common stock, net of retirements (shares)		(181,000)
Stock Repurchased and Retired During Period, Value	(68,519)	$ 0	0	(68,519)	0
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	5,016	$ 0	5,016	0	0
Issuance of shares under share-based compensation plans (shares)		8,000
Issuance of stock under share-based compensation plans	1,053	$ 0	1,053	0	0
Dividends, Common Stock, Cash	$ (45,944)	$ 0	0	(45,944)	0
Balance (in shares) at Jun. 30, 2024	38,289,105	38,289,000
Balance at Jun. 30, 2024	$ 1,423,669	$ 38	$ 626,347	$ 798,204	$ (920)

Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax	$ 459	$ (742)	$ (1,166)	$ 1,269

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Description of New Accounting Pronouncements Not yet Adopted

Summary of Significant Accounting Policies

Income Taxes

Retained Earnings

Accumulated Other Comprehensive (Loss) Income

The table below presents the components of our Accumulated other comprehensive (loss) income balance (in thousands):


	June 30,				December 31,
	2024		2023		2023
Foreign currency translation adjustments	$	(21,051)	$	(14,338)	$	(12,699)
Unrealized gains on interest rate swaps, net of tax	20,131		25,191		19,281
Accumulated other comprehensive (loss) income	$	(920)	$	10,853	$	6,582

Recent Accounting Pronouncements Pending Adoption

The following table summarizes recent accounting pronouncements that we plan to adopt in future periods:


Standard	Description	Effective Date	Effect on Financial Statements and Other Significant Matters
Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures	In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes- Improvements to Income Tax Disclosures, which will require enhancements and further transparency to various income tax disclosures, most notably the tax rate reconciliation and income taxes paid.	Annual periods beginning after December 15, 2024 on a prospective basis. Retrospective application for all periods presented is permitted. Early adoption is also permitted.	We are currently evaluating the effect this standard will have on our disclosures.
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures	In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures, which intends to improve reportable segment disclosures by requiring enhanced disclosures about significant segment expenses, enhance interim disclosure requirements, refine situations in which an entity can disclose multiple segment measures of profit or loss and provide advanced segment disclosure requirements for entities with a single reportable segment, as well as other disclosure requirements.	Annual periods beginning after December 15, 2023 on a retrospective basis for all periods presented. Early adoption is permitted.	We are currently evaluating the effect this standard will have on our disclosures.
ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative	In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which will impact various disclosure areas, including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, equity, derivatives and transfers of financial assets.	The amendments in ASU 2023-06 will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is prohibited.	We are currently evaluating the effect this standard will have on our disclosures.

Earnings Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

The table below presents the computation of earnings per share, including the reconciliation of basic and diluted weighted average shares outstanding (in thousands, except per share data):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net income	$	192,439	$	232,250	$	271,324	$	333,949
Amounts allocated to participating securities	(1,018)		(1,219)		(1,417)		(1,779)
Net income attributable to common stockholders	$	191,421	$	231,031	$	269,907	$	332,170

Weighted average common shares outstanding:
Basic	38,124		38,837		38,164		38,857
Effect of dilutive securities:
Stock options and employee stock purchase plan	201		278		235		298
Diluted	38,325		39,115		38,399		39,155

Earnings per share attributable to common stockholders:
Basic	$	5.02	$	5.95	$	7.07	$	8.55
Diluted	$	4.99	$	5.91	$	7.03	$	8.48

Anti-dilutive stock options excluded from diluted earnings per share computations (1)	56		64		57		65

Fair Value Measurements and Interest Rate Swaps

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements and Interest Rate Swaps

Recurring Fair Value Measurements

Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2 Inputs to the valuation methodology include:

•quoted prices for similar assets or liabilities in active markets;

•quoted prices for identical or similar assets or liabilities in inactive markets;

•inputs other than quoted prices that are observable for the asset or liability; or

•inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The table below presents our assets and liabilities measured and recorded at fair value on a recurring basis (in thousands):


			Fair Value at June 30,
	Input Level	Classification	2024		2023
Assets
Unrealized gains on interest rate swaps	Level 2	Prepaid expenses and other current assets	$	3,795	$	—
Unrealized gains on interest rate swaps	Level 2	Other assets	23,091		33,632
Deferred compensation plan asset	Level 1	Other assets	17,148		14,633

Liabilities


Deferred compensation plan liability	Level 1	Other long-term liabilities	$	17,148	$	14,633

Interest Rate Swaps

The following table provides additional details related to these swap contracts:

Derivative

Inception Date

Effective Date

Termination Date

Notional Amount
(in millions)

Fixed Interest Rate

Interest rate swap 1

February 5, 2020

February 26, 2021

February 28, 2025

$150.0

1.3260%

Interest rate swap 2

March 9, 2020

September 29, 2022

February 26, 2027

$150.0

0.6690%

Derivative

Inception Date

Effective Date

Termination Date

Notional
Amount
(in millions)

Fixed
Interest
Rate

Forward-starting interest rate swap

March 9, 2020

February 28, 2025

February 26, 2027

$150.0

0.7630%

Other

Debt

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt

The table below presents the components of our debt (in thousands):


	June 30,
	2024		2023
Variable rate debt
Short-term borrowings	$	7,053	$	—
Current portion of long-term debt:
Australian credit facility	12,673		11,219
Current portion of term loans under credit facility	25,000		25,000
Short-term borrowings and current portion of long-term debt	$	44,726	$	36,219

Long-term portion:
Revolving credit facility	$	178,400	$	217,106
Term loan under credit facility	450,000		475,000
Term facility	109,938		109,938
Receivables securitization facility	334,700		348,200
Less: financing costs, net	1,211		1,877
Long-term debt, net	1,071,827		1,148,367
Total debt	$	1,116,553	$	1,184,586

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income	$ 192,439	$ 78,885	$ 232,250	$ 101,699	$ 271,324	$ 333,949

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Income Taxes

Retained Earnings

We account for the retirement of repurchased shares as a reduction of Retained earnings.

Recent Accounting Pronouncements Pending Adoption

The following table summarizes recent accounting pronouncements that we plan to adopt in future periods:


Standard	Description	Effective Date	Effect on Financial Statements and Other Significant Matters
Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures	In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes- Improvements to Income Tax Disclosures, which will require enhancements and further transparency to various income tax disclosures, most notably the tax rate reconciliation and income taxes paid.	Annual periods beginning after December 15, 2024 on a prospective basis. Retrospective application for all periods presented is permitted. Early adoption is also permitted.	We are currently evaluating the effect this standard will have on our disclosures.
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures	In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures, which intends to improve reportable segment disclosures by requiring enhanced disclosures about significant segment expenses, enhance interim disclosure requirements, refine situations in which an entity can disclose multiple segment measures of profit or loss and provide advanced segment disclosure requirements for entities with a single reportable segment, as well as other disclosure requirements.	Annual periods beginning after December 15, 2023 on a retrospective basis for all periods presented. Early adoption is permitted.	We are currently evaluating the effect this standard will have on our disclosures.
ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative	In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which will impact various disclosure areas, including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, equity, derivatives and transfers of financial assets.	The amendments in ASU 2023-06 will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is prohibited.	We are currently evaluating the effect this standard will have on our disclosures.

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Schedule of Accumulated Other Comprehensive Income

The table below presents the components of our Accumulated other comprehensive (loss) income balance (in thousands):


	June 30,				December 31,
	2024		2023		2023
Foreign currency translation adjustments	$	(21,051)	$	(14,338)	$	(12,699)
Unrealized gains on interest rate swaps, net of tax	20,131		25,191		19,281
Accumulated other comprehensive (loss) income	$	(920)	$	10,853	$	6,582

Schedule of Recent Accounting Pronouncements

The following table summarizes recent accounting pronouncements that we plan to adopt in future periods:


Standard	Description	Effective Date	Effect on Financial Statements and Other Significant Matters
Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures	In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes- Improvements to Income Tax Disclosures, which will require enhancements and further transparency to various income tax disclosures, most notably the tax rate reconciliation and income taxes paid.	Annual periods beginning after December 15, 2024 on a prospective basis. Retrospective application for all periods presented is permitted. Early adoption is also permitted.	We are currently evaluating the effect this standard will have on our disclosures.
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures	In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures, which intends to improve reportable segment disclosures by requiring enhanced disclosures about significant segment expenses, enhance interim disclosure requirements, refine situations in which an entity can disclose multiple segment measures of profit or loss and provide advanced segment disclosure requirements for entities with a single reportable segment, as well as other disclosure requirements.	Annual periods beginning after December 15, 2023 on a retrospective basis for all periods presented. Early adoption is permitted.	We are currently evaluating the effect this standard will have on our disclosures.
ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative	In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which will impact various disclosure areas, including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, equity, derivatives and transfers of financial assets.	The amendments in ASU 2023-06 will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is prohibited.	We are currently evaluating the effect this standard will have on our disclosures.

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Computation of earnings per share and reconciliation of basic and diluted weighted average common shares outstanding


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net income	$	192,439	$	232,250	$	271,324	$	333,949
Amounts allocated to participating securities	(1,018)		(1,219)		(1,417)		(1,779)
Net income attributable to common stockholders	$	191,421	$	231,031	$	269,907	$	332,170

Weighted average common shares outstanding:
Basic	38,124		38,837		38,164		38,857
Effect of dilutive securities:
Stock options and employee stock purchase plan	201		278		235		298
Diluted	38,325		39,115		38,399		39,155

Earnings per share attributable to common stockholders:
Basic	$	5.02	$	5.95	$	7.07	$	8.55
Diluted	$	4.99	$	5.91	$	7.03	$	8.48

Anti-dilutive stock options excluded from diluted earnings per share computations (1)	56		64		57		65

Fair Value Measurements and Interest Rate Swaps (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Estimated fair value of contracts

The table below presents our assets and liabilities measured and recorded at fair value on a recurring basis (in thousands):


			Fair Value at June 30,
	Input Level	Classification	2024		2023
Assets
Unrealized gains on interest rate swaps	Level 2	Prepaid expenses and other current assets	$	3,795	$	—
Unrealized gains on interest rate swaps	Level 2	Other assets	23,091		33,632
Deferred compensation plan asset	Level 1	Other assets	17,148		14,633

Liabilities


Deferred compensation plan liability	Level 1	Other long-term liabilities	$	17,148	$	14,633

Schedule of Interest Rate Derivatives

The following table provides additional details related to these swap contracts:

Derivative

Inception Date

Effective Date

Termination Date

Notional Amount
(in millions)

Fixed Interest Rate

Interest rate swap 1

February 5, 2020

February 26, 2021

February 28, 2025

$150.0

1.3260%

Interest rate swap 2

March 9, 2020

September 29, 2022

February 26, 2027

$150.0

0.6690%

The following table provides details related to our forward-starting interest rate swap contract:

Derivative

Inception Date

Effective Date

Termination Date

Notional
Amount
(in millions)

Fixed
Interest
Rate

Forward-starting interest rate swap

March 9, 2020

February 28, 2025

February 26, 2027

$150.0

0.7630%

Debt (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt

The table below presents the components of our debt (in thousands):


	June 30,
	2024		2023
Variable rate debt
Short-term borrowings	$	7,053	$	—
Current portion of long-term debt:
Australian credit facility	12,673		11,219
Current portion of term loans under credit facility	25,000		25,000
Short-term borrowings and current portion of long-term debt	$	44,726	$	36,219

Long-term portion:
Revolving credit facility	$	178,400	$	217,106
Term loan under credit facility	450,000		475,000
Term facility	109,938		109,938
Receivables securitization facility	334,700		348,200
Less: financing costs, net	1,211		1,877
Long-term debt, net	1,071,827		1,148,367
Total debt	$	1,116,553	$	1,184,586

Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Accounting Policies [Abstract]
Excess tax benefit	$ 0.4	$ 0.6	$ 7.8	$ 5.4

Summary of Significant Accounting Policies - Retained Earnings (Details) $ in Millions	Jun. 30, 2024 USD ($)
Retained Earnings (Accumulated Deficit) [Abstract]
Cumulative share repurchases	$ 2,500.0
Cumulative dividends	$ 1,200.0

Summary of Significant Accounting Policies - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Accumulated Other Comprehensive Income [Line Items]
Accumulated other comprehensive (loss) income	$ (920)	$ 6,582	$ 10,853
AOCI Attributable to Parent
Accumulated Other Comprehensive Income [Line Items]
Accumulated other comprehensive (loss) income	(920)	6,582	10,853
Foreign currency translation adjustments
Accumulated Other Comprehensive Income [Line Items]
Accumulated other comprehensive (loss) income	(21,051)	(12,699)	(14,338)
Unrealized (losses) gains on interest rate swaps, net of tax
Accumulated Other Comprehensive Income [Line Items]
Accumulated other comprehensive (loss) income	$ 20,131	$ 19,281	$ 25,191

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Net Income	$ 192,439	$ 78,885	$ 232,250	$ 101,699	$ 271,324	$ 333,949
Participating Securities, Distributed and Undistributed Earnings (Loss), Basic	1,018		1,219		1,417	1,779
Net Income (Loss) Available to Common Stockholders, Basic	$ 191,421		$ 231,031		$ 269,907	$ 332,170
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Anti-dilutive stock options excluded from diluted earnings per share computations (in shares)	56		64		57	65
Incremental Common Shares Attributable to Participating Nonvested Shares with Non-forfeitable Dividend Rights	208,000		205,000		206,000	209,000
Weighted average shares outstanding: [Abstract]
Basic (in shares)	38,124		38,837		38,164	38,857
Effect of dilutive securities: [Abstract]
Stock options and employee stock purchase plan (in shares)	201		278		235	298
Diluted (in shares)	38,325		39,115		38,399	39,155
Earnings Per Share, Basic [Abstract]
Basic (in dollars per share)	$ 5.02		$ 5.95		$ 7.07	$ 8.55
Earnings Per Share, Basic and Diluted [Abstract]
Diluted (in dollars per share)	$ 4.99		$ 5.91		$ 7.03	$ 8.48

Acquisitions (Details) - numberOfReportingUnits	1 Months Ended
Acquisitions (Details) - numberOfReportingUnits	May 31, 2024	Jan. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	May 31, 2023	Mar. 31, 2023
ARIZONA \| Pro-Water Irrigation & Landscape Supply, Inc.
Business Acquisition [Line Items]
Business Combination, Number of Locations						2
ALABAMA \| Pioneer Pool Products, Inc.
Business Acquisition [Line Items]
Business Combination, Number of Locations				1
NORTH DAKOTA \| Recreation Supply Company
Business Acquisition [Line Items]
Business Combination, Number of Locations					1
PORTUGAL \| A.C. Solucoes para Piscinas, Lda.
Business Acquisition [Line Items]
Business Combination, Number of Locations			1
MISSISSIPPI \| Shoreline Pool Distribution
Business Acquisition [Line Items]
Business Combination, Number of Locations		1
GEORGIA \| Swimline Distributors, Inc.
Business Acquisition [Line Items]
Business Combination, Number of Locations	1

Fair Value Measurements and Interest Rate Swaps - Recurring Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred Compensation Plan Assets	$ 17,148	$ 14,633
Deferred Compensation Liability, Classified, Noncurrent	17,148	14,633
Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unrealized gains on interest rate swaps	23,091	33,632
Derivative Asset, Current	$ 3,795	$ 0

Fair Value Measurements and Interest Rate Swaps - Interest Rate Swaps (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Mar. 09, 2020	Feb. 05, 2020
Interest rate swap 1
Derivative [Line Items]
Effective Date	Feb. 26, 2021
Termination Date	Feb. 28, 2025
Notional Amount (in millions)			$ 150,000
Fixed Interest Rate			1.326%
Interest rate swap 2
Derivative [Line Items]
Effective Date	Sep. 29, 2022
Termination Date	Feb. 26, 2027
Notional Amount (in millions)		$ 150,000
Fixed Interest Rate		0.669%

Fair Value Measurements and Interest Rate Swaps - Forward-Starting Interest Rate Swaps (Details) - Forward-starting interest rate swap - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Mar. 09, 2020
Derivative [Line Items]
Effective Date	Feb. 28, 2025
Termination Date	Feb. 26, 2027
Derivative, Notional Amount		$ 150.0
Fixed Interest Rate		0.763%

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Debt Instrument [Line Items]
Australian credit facility	$ 12,673	$ 11,219
Line of Credit, Current	25,000	25,000
Short-term borrowings and current portion of long-term debt	44,726	36,219
Long-term portion:
Less: financing costs, net	1,211	1,877
Long-term debt, net	1,071,827	1,148,367
Total debt	1,116,553	1,184,586
Other Short-Term Borrowings	7,053	0
Revolving Credit Facility
Long-term portion:
Long-term debt, gross	178,400	217,106
Term loan under credit facility
Long-term portion:
Term facility	450,000	475,000
Term Facility [Member]
Long-term portion:
Term facility	109,938	109,938
Receivables Securitization Facility
Long-term portion:
Long-term debt, gross	$ 334,700	$ 348,200

Pool (NASDAQ:POOL)
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