x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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36-3943363
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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|
|
109 Northpark Boulevard, Covington, Louisiana
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70433-5001
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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NASDAQ Global Select Market
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Page
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PART I.
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV.
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Item 15.
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||
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•
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SCP Distributors (SCP);
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•
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Superior Pool Products (Superior);
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•
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Horizon Distributors (Horizon); and
|
•
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National Pool Tile (NPT).
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•
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long-term growth in housing units in warmer markets due to the population migration toward the southern United States, which contributes to the growing installed base of pools that homeowners must maintain;
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•
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increased homeowner spending on outdoor living spaces for relaxation and entertainment;
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•
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consumers bundling the purchase of a swimming pool and other products, with new irrigation systems and landscaping often being key components to both pool installations and remodels; and
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•
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consumers using more automation and control products, higher quality materials and other pool features that add to our sales opportunities over time.
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•
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to promote the growth of our industry;
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•
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to promote the growth of our customers’ businesses; and
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•
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to continuously strive to operate more effectively.
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•
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swimming pool remodelers and builders;
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•
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specialty retailers that sell swimming pool supplies;
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•
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swimming pool repair and service businesses;
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•
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landscape construction and maintenance contractors; and
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•
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government, golf course and other commercial customers.
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•
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maintenance products such as chemicals, supplies and pool accessories;
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•
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repair and replacement parts for pool equipment, such as cleaners, filters, heaters, pumps and lights;
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•
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packaged pool kits including walls, liners, braces and coping for in-ground and above-ground pools;
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•
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pool equipment and components for new pool construction and the remodeling of existing pools;
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•
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irrigation and landscape products, including irrigation system components and professional lawn care equipment and supplies;
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•
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building materials used for pool installations and remodeling, such as concrete, plumbing and electrical components, both functional and decorative pool surfaces, decking materials, tile, hardscapes and natural stone; and
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•
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other pool construction and recreational products, which consist of a number of product categories and include discretionary recreational and related outdoor lifestyle products that enhance consumers’ use and enjoyment of outdoor living spaces, such as spas, grills and components for outdoor kitchens.
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•
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maintenance and minor repair (non-discretionary); and
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•
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major refurbishment and replacement (partially discretionary).
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•
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to offer our customers a choice of distinctive product selections, locations and service personnel; and
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•
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to increase the level of customer service and operational efficiency provided by the sales centers in each network by promoting healthy competition between the two networks.
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•
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the breadth and availability of products offered;
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•
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the quality and level of customer service;
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•
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the breadth and depth of sales and marketing programs;
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•
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consistency and stability of business relationships with customers and suppliers;
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•
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competitive product pricing; and
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•
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access to commercial credit to finance business working capital.
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Year Ended December 31,
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||||||||||
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2014
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2013
|
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2012
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||||||
United States
|
|
$
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2,037,001
|
|
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$
|
1,895,226
|
|
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$
|
1,770,362
|
|
International
|
|
209,561
|
|
|
184,474
|
|
|
183,612
|
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|||
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$
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2,246,562
|
|
|
$
|
2,079,700
|
|
|
$
|
1,953,974
|
|
|
|
December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
|
$
|
51,027
|
|
|
$
|
48,294
|
|
|
$
|
42,443
|
|
International
|
|
5,448
|
|
|
4,034
|
|
|
4,123
|
|
|||
|
|
$
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56,475
|
|
|
$
|
52,328
|
|
|
$
|
46,566
|
|
•
|
penetrate new markets;
|
•
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generate sufficient cash flows to support expansion plans and general operating activities;
|
•
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obtain financing;
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•
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identify appropriate acquisition candidates;
|
•
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maintain favorable supplier arrangements and relationships; and
|
•
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identify and divest assets which do not continue to create value consistent with our objectives.
|
•
|
difficulty in staffing international subsidiary operations;
|
•
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different political and regulatory conditions;
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•
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currency fluctuations;
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•
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adverse tax consequences; and
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•
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dependence on other economies.
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Network
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12/31/13
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New
Locations
|
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Consolidated
Locations
(2)
|
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Acquired
Locations
(3)
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12/31/14
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|||||
SCP
|
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155
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|
|
2
|
|
|
—
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|
|
—
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|
|
157
|
|
Superior
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|
64
|
|
|
1
|
|
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(1
|
)
|
|
—
|
|
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64
|
|
Horizon
|
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61
|
|
|
—
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|
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(1
|
)
|
|
—
|
|
|
60
|
|
NPT
(1)
|
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10
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
12
|
|
Total Domestic
|
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290
|
|
|
3
|
|
|
(2
|
)
|
|
2
|
|
|
293
|
|
SCP International
|
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31
|
|
|
—
|
|
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(1
|
)
|
|
5
|
|
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35
|
|
Total
|
|
321
|
|
|
3
|
|
|
(3
|
)
|
|
7
|
|
|
328
|
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(1)
|
In 2014, we identified NPT as a separate network. We have reclassified 10 existing sales centers from our SCP and Superior networks to our NPT network as of December 31, 2013 for the purpose of this summary. Additionally, there are over 80 SCP and Superior locations that have consumer showrooms and serve as stocking locations that feature NPT brand tile and composite finish products.
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(2)
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Consolidated sales centers are those locations where we expect to transfer the majority of the existing business to our nearby sales center locations.
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(3)
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We completed
two
acquisitions in the United States, one acquisition in Canada and one acquisition in Australia in
2014
. One of our U.S. acquisitions was completed on December 31, 2014, and we have not included the acquired sales center in our 2014 count, as there were no sales attributable to Pool Corporation in fiscal 2014. We do not plan to close or consolidate any of these acquired sales centers.
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Location
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SCP
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Superior
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Horizon
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NPT
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Total
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|||||
United States
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|||||
California
|
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24
|
|
|
20
|
|
|
17
|
|
|
4
|
|
|
65
|
|
Florida
|
|
33
|
|
|
6
|
|
|
4
|
|
|
1
|
|
|
44
|
|
Texas
|
|
18
|
|
|
5
|
|
|
10
|
|
|
4
|
|
|
37
|
|
Arizona
|
|
5
|
|
|
5
|
|
|
11
|
|
|
1
|
|
|
22
|
|
Georgia
|
|
6
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
9
|
|
Nevada
|
|
2
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
8
|
|
Tennessee
|
|
5
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
8
|
|
Washington
|
|
1
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
7
|
|
Alabama
|
|
4
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
6
|
|
New York
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
Louisiana
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
New Jersey
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
5
|
|
Ohio
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
5
|
|
Pennsylvania
|
|
3
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
5
|
|
Colorado
|
|
1
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
4
|
|
Illinois
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Indiana
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Missouri
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
4
|
|
North Carolina
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Oregon
|
|
1
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
4
|
|
South Carolina
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Virginia
|
|
2
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
4
|
|
Idaho
|
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
3
|
|
Oklahoma
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Arkansas
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Kansas
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Maryland
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
Massachusetts
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Michigan
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Minnesota
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Mississippi
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Connecticut
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Hawaii
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Iowa
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Kentucky
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Nebraska
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
New Mexico
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Puerto Rico
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Utah
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Wisconsin
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Total United States
|
|
157
|
|
|
64
|
|
|
60
|
|
|
12
|
|
|
293
|
|
International
|
|
|
|
|
|
|
|
|
|
|
|||||
Canada
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
France
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
Australia
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Mexico
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Portugal
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
United Kingdom
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Belgium
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Colombia
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Germany
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Italy
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Spain
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Total International
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
Total
|
|
192
|
|
|
64
|
|
|
60
|
|
|
12
|
|
|
328
|
|
|
|
High
|
|
Low
|
|
Dividends
Declared
|
||||||
Fiscal 2014
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
61.74
|
|
|
$
|
52.68
|
|
|
$
|
0.19
|
|
Second Quarter
|
|
62.42
|
|
|
56.56
|
|
|
0.22
|
|
|||
Third Quarter
|
|
57.53
|
|
|
53.92
|
|
|
0.22
|
|
|||
Fourth Quarter
|
|
64.09
|
|
|
53.34
|
|
|
0.22
|
|
|||
|
|
|
|
|
|
|
||||||
Fiscal 2013
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
48.11
|
|
|
$
|
43.27
|
|
|
$
|
0.16
|
|
Second Quarter
|
|
54.72
|
|
|
46.75
|
|
|
0.19
|
|
|||
Third Quarter
|
|
58.39
|
|
|
52.09
|
|
|
0.19
|
|
|||
Fourth Quarter
|
|
58.14
|
|
|
52.77
|
|
|
0.19
|
|
|
|
Base
Period
|
|
Indexed Returns
Years Ending
|
||||||||||||||||||||
Company / Index
|
|
12/31/09
|
|
12/31/10
|
|
12/31/11
|
|
12/31/12
|
|
12/31/13
|
|
12/31/14
|
||||||||||||
Pool Corporation
|
|
$
|
100.00
|
|
|
$
|
121.04
|
|
|
$
|
164.89
|
|
|
$
|
235.55
|
|
|
$
|
328.18
|
|
|
$
|
363.32
|
|
S&P MidCap 400 Index
|
|
100.00
|
|
|
126.64
|
|
|
124.45
|
|
|
146.69
|
|
|
195.84
|
|
|
214.97
|
|
||||||
NASDAQ Index
|
|
100.00
|
|
|
118.02
|
|
|
117.04
|
|
|
137.47
|
|
|
192.62
|
|
|
221.02
|
|
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
(3)
|
||||||
October 1 – October 31, 2014
|
|
24,100
|
|
|
$
|
54.39
|
|
|
24,100
|
|
|
$
|
64,519,358
|
|
November 1 – November 30, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
64,519,358
|
|
December 1 – December 31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
64,519,358
|
|
Total
|
|
24,100
|
|
|
$
|
54.39
|
|
|
24,100
|
|
|
|
|
(1)
|
These shares may include shares of our common stock surrendered to us by employees in order to satisfy tax withholding obligations in connection with certain exercises of employee stock options and/or the exercise price of such options granted under our share-based compensation plans. There were
no
shares surrendered for this purpose in the fourth quarter of
2014
.
|
(2)
|
In
May 2014
, our Board authorized an additional
$100.0 million
under our existing share repurchase program. This program allows for the repurchase of shares of our common stock in the open market at prevailing market prices or in privately negotiated transactions.
|
(3)
|
In
2014
, we purchased a total of
$132.3 million
, or
2,349,122
shares, in the open market at an average price of
$56.34
per share. As of
February 20, 2015
,
$64.5 million
of the authorized amount remained available under our current share repurchase program.
|
(in thousands, except per share data)
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
(1)
|
|
2011
|
|
2010
|
||||||||||
Statement of Income Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,246,562
|
|
|
$
|
2,079,700
|
|
|
$
|
1,953,974
|
|
|
$
|
1,793,318
|
|
|
$
|
1,613,746
|
|
Operating income
|
|
188,870
|
|
|
165,486
|
|
|
144,869
|
|
|
125,067
|
|
|
101,245
|
|
|||||
Net income attributable to Pool Corporation
|
|
110,692
|
|
|
97,330
|
|
|
81,972
|
|
|
71,993
|
|
|
57,638
|
|
|||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
|
$
|
2.50
|
|
|
$
|
2.10
|
|
|
$
|
1.75
|
|
|
$
|
1.49
|
|
|
$
|
1.17
|
|
Diluted
|
|
$
|
2.44
|
|
|
$
|
2.05
|
|
|
$
|
1.71
|
|
|
$
|
1.47
|
|
|
$
|
1.15
|
|
Cash dividends declared per common share
|
|
$
|
0.85
|
|
|
$
|
0.73
|
|
|
$
|
0.62
|
|
|
$
|
0.55
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Working capital
(2)
|
|
$
|
345,305
|
|
|
$
|
313,843
|
|
|
$
|
295,100
|
|
|
$
|
305,467
|
|
|
$
|
265,054
|
|
Total assets
(2)
|
|
892,937
|
|
|
823,761
|
|
|
780,576
|
|
|
770,902
|
|
|
728,545
|
|
|||||
Total long-term debt, including current portion
|
|
320,838
|
|
|
246,418
|
|
|
230,882
|
|
|
247,300
|
|
|
198,700
|
|
|||||
Stockholders’ equity
|
|
244,352
|
|
|
286,182
|
|
|
281,623
|
|
|
279,746
|
|
|
285,182
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Base business sales growth
(3)
|
|
7
|
%
|
|
6
|
%
|
|
7
|
%
|
|
10
|
%
|
|
2
|
%
|
|||||
Number of sales centers
|
|
328
|
|
|
321
|
|
|
312
|
|
|
298
|
|
291
|
|
(1)
|
In 2012, operating income, net income attributable to Pool Corporation and earnings per share amounts were significantly impacted by a $6.9 million non-cash goodwill impairment charge related to our United Kingdom reporting unit. The impact of this impairment charge on earnings was $0.14 per diluted share.
|
(2)
|
The 2011 working capital and total assets amounts have been adjusted to reclassify our deferred tax balances and our deferred tax valuation allowances between current and non-current line items to reflect net presentation. The 2011 total assets balance also reflects a change in the presentation of deferred service charge income.
|
(3)
|
For a discussion regarding our calculation of base business sales, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - RESULTS OF OPERATIONS,” of this Form 10-K.
|
•
|
share repurchases in the open market of $132.3 million;
|
•
|
quarterly cash dividend payments to shareholders, which totaled $
37.6 million
for the year;
|
•
|
net capital expenditures of
$17.3 million
; and
|
•
|
payments of $
10.6 million
for acquisitions.
|
•
|
those that require the use of assumptions about matters that are inherently and highly uncertain at the time the estimates are made; and
|
•
|
those for which changes in the estimate or assumptions, or the use of different estimates and assumptions, could have a material impact on our consolidated results of operations or financial condition.
|
•
|
aging statistics and trends;
|
•
|
customer payment history;
|
•
|
independent credit reports; and
|
•
|
discussions with customers.
|
Class 0
|
new products with less than 12 months usage (or 36 months for tile and parts products)
|
|
|
Classes 1-4
|
highest sales value items, which represent approximately 80% of net sales at the sales center
|
|
|
Classes 5-12
|
lower sales value items, which we keep in stock to provide a high level of customer service
|
|
|
Class 13
|
products with no sales for the past 12 months at the local sales center level, excluding special order products not yet delivered to the customer
|
|
|
Null class
|
non-stock special order items
|
•
|
the level of inventory in relation to historical sales by product, including inventory usage by class based on product sales at both the sales center and on a company-wide basis;
|
•
|
changes in customer preferences or regulatory requirements;
|
•
|
seasonal fluctuations in inventory levels;
|
•
|
geographic location; and
|
•
|
superseded products and new product offerings.
|
•
|
the discretionary components of the bonus plans;
|
•
|
differences between estimated and actual performance; and
|
•
|
our projections related to achievement of multiple-year performance objectives for our Strategic Plan Incentive Program.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
71.4
|
|
|
71.6
|
|
|
71.0
|
|
Gross profit
|
|
28.6
|
|
|
28.4
|
|
|
29.0
|
|
Operating expenses
|
|
20.2
|
|
|
20.5
|
|
|
21.3
|
|
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
0.4
|
|
Operating income
|
|
8.4
|
|
|
8.0
|
|
|
7.4
|
|
Interest expense, net
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
Income before income taxes and equity earnings
|
|
8.1
|
%
|
|
7.6
|
%
|
|
7.1
|
%
|
Note: Due to rounding, percentages may not add to operating income or income before income taxes and equity earnings.
|
(Unaudited)
|
|
Base Business
|
|
Excluded
|
|
Total
|
||||||||||||||||||
(in thousands)
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||||||||||||||
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Net sales
|
|
$
|
2,221,788
|
|
|
$
|
2,077,945
|
|
|
$
|
24,774
|
|
|
$
|
1,755
|
|
|
$
|
2,246,562
|
|
|
$
|
2,079,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross profit
|
|
634,738
|
|
|
590,832
|
|
|
8,602
|
|
|
445
|
|
|
643,340
|
|
|
591,277
|
|
||||||
Gross margin
|
|
28.6
|
%
|
|
28.4
|
%
|
|
34.7
|
%
|
|
25.4
|
%
|
|
28.6
|
%
|
|
28.4
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating expenses
|
|
447,348
|
|
|
425,382
|
|
|
7,122
|
|
|
409
|
|
|
454,470
|
|
|
425,791
|
|
||||||
Expenses as a % of net sales
|
|
20.1
|
%
|
|
20.5
|
%
|
|
28.7
|
%
|
|
23.3
|
%
|
|
20.2
|
%
|
|
20.5
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
|
187,390
|
|
|
165,450
|
|
|
1,480
|
|
|
36
|
|
|
188,870
|
|
|
165,486
|
|
||||||
Operating margin
|
|
8.4
|
%
|
|
8.0
|
%
|
|
6.0
|
%
|
|
2.1
|
%
|
|
8.4
|
%
|
|
8.0
|
%
|
Acquired
|
|
Acquisition
Date
|
|
Net
Sales Centers
Acquired
|
|
Periods
Excluded
|
St. Louis Hardscape Material & Supply, LLC
(1)(2)
|
|
December 2014
|
|
1
|
|
December 2014
|
Pool Systems Pty. Ltd.
|
|
July 2014
|
|
3
|
|
August - December 2014
|
DFW Stone Supply, LLC
(1)
|
|
March 2014
|
|
2
|
|
March - December 2014
|
Atlantic Chemical & Aquatics Inc.
(1)
|
|
February 2014
|
|
2
|
|
February - December 2014
|
B. Shapiro Supply, LLC
(1)
|
|
May 2013
|
|
1
|
|
January - July 2014 and
May - July 2013
|
Swimming Pool Supply Center, Inc.
(1)
|
|
March 2013
|
|
1
|
|
January - May 2014 and
March - May 2013
|
(1)
|
We acquired certain distribution assets of each of these companies.
|
(2)
|
We completed this acquisition on December 31, 2014. We excluded this sales center from base business for the period identified as per our definition of base business, but also because no results of operations are included in fiscal 2014 due to the acquisition date. We also have not included this sales center in our sales center count as of December 31, 2014, nor in the table below which summarizes the changes in our sales centers during the year.
|
December 31, 2013
|
321
|
|
Acquired
|
7
|
|
New locations
|
3
|
|
Consolidated locations
|
(3
|
)
|
December 31, 2014
|
328
|
|
(in millions)
|
|
Year Ended December 31,
|
|
|
||||||||||
|
|
2014
|
|
2013
|
|
Change
|
||||||||
Net sales
|
|
$
|
2,246.6
|
|
|
$
|
2,079.7
|
|
|
$
|
166.9
|
|
|
8%
|
•
|
continued improvement in consumer discretionary expenditures, including gradual recovery in remodeling and replacement activity, as evidenced by sales growth rates for product offerings such as building materials and equipment (see discussion below);
|
•
|
market share gains attributed to continued improvements in customer service levels and expansion of product offerings;
|
•
|
an increase in customer early buy purchases; and
|
•
|
inflationary (estimated at approximately 1%) product cost increases.
|
(in millions)
|
|
Year Ended December 31,
|
|
|
||||||||||
|
|
2014
|
|
2013
|
|
Change
|
||||||||
Gross profit
|
|
$
|
643.3
|
|
|
$
|
591.3
|
|
|
$
|
52.0
|
|
|
9%
|
Gross margin
|
|
28.6
|
%
|
|
28.4
|
%
|
|
|
|
|
(in millions)
|
|
Year Ended December 31,
|
|
|
||||||||||
|
|
2014
|
|
2013
|
|
Change
|
||||||||
Operating expenses
|
|
$
|
454.5
|
|
|
$
|
425.8
|
|
|
$
|
28.7
|
|
|
7%
|
Operating expenses as a percentage of net sales
|
|
20.2
|
%
|
|
20.5
|
%
|
|
|
|
|
•
|
greater personnel costs ($12.4 million, including a $2.7 million increase related to performance-based incentive compensation expense);
|
•
|
higher freight costs ($2.9 million);
|
•
|
increased facility-related expenses, including building rent, utilities and maintenance ($2.3 million); and
|
•
|
higher outside professional fees ($2.3 million).
|
Acquired
(1)
|
|
Acquisition
Date
|
|
Net
Sales Centers
Acquired
|
|
Periods
Excluded
|
B. Shapiro Supply, LLC
|
|
May 2013
|
|
1
|
|
May - December 2013
|
Swimming Pool Supply Center, Inc.
|
|
March 2013
|
|
1
|
|
March - December 2013
|
CCR Distribution
|
|
March 2012
|
|
1
|
|
January - May 2013 and
March - May 2012 |
Ideal Distributors Ltd.
|
|
February 2012
|
|
4
|
|
January - April 2013 and
February - April 2012
|
G.L. Cornell Company
|
|
December 2011
|
|
1
|
|
January - February 2013 and
January - February 2012
|
Poolway Schwimmbadtechnik GmbH
|
|
November 2011
|
|
1
|
|
January - February 2013 and
January - February 2012
|
(1)
|
We acquired certain distribution assets of each of these companies.
|
December 31, 2012
|
312
|
|
Acquired
|
2
|
|
New locations
|
10
|
|
Consolidated locations
|
(3
|
)
|
December 31, 2013
|
321
|
|
(in millions)
|
|
Year Ended December 31,
|
|
|
||||||||||
|
|
2013
|
|
2012
|
|
Change
|
||||||||
Net sales
|
|
$
|
2,079.7
|
|
|
$
|
1,954.0
|
|
|
$
|
125.7
|
|
|
6%
|
•
|
market share gains attributable to continued improvements in customer service levels, sales growth rates for certain discretionary product offerings such as building materials (see discussion below), heaters, pumps and lighting, and higher base business sales growth for irrigation systems and landscape equipment due in part to the gradual recovery of the housing market in some of our key states;
|
•
|
challenging weather comparisons in the first half of the year, resulting in declines in non-discretionary product sales, primarily in our seasonal markets, supported by continued growth in our largest, year-round markets and discretionary product sales (for the year, net sales growth of 11% in our largest, year-round markets tracked well above the 2% growth in our seasonal markets, although this differential narrowed throughout the third and fourth quarters as weather comparisons normalized); and
|
•
|
inflationary product cost increases (estimated at approximately 1% to 2%).
|
(in millions)
|
|
Year Ended December 31,
|
|
|
||||||||||
|
|
2013
|
|
2012
|
|
Change
|
||||||||
Gross profit
|
|
$
|
591.3
|
|
|
$
|
567.4
|
|
|
$
|
23.9
|
|
|
4%
|
Gross margin
|
|
28.4
|
%
|
|
29.0
|
%
|
|
|
|
|
•
|
changes in our product mix, as discussed in detail above;
|
•
|
growth in sales to larger, lower margin customers, primarily those focused on remodeling and construction activities;
|
•
|
higher sales growth rates in our lower margin, year-round markets compared to our seasonal markets;
|
•
|
lower volume incentive rates from certain vendors;
|
•
|
higher credit card fees as a percentage of net sales; and
|
•
|
increased presence of Internet retailers who set low industry reference prices for certain products.
|
(in millions)
|
|
Year Ended December 31,
|
|
|
||||||||||
|
|
2013
|
|
2012
|
|
Change
|
||||||||
Operating expenses
|
|
$
|
425.8
|
|
|
$
|
415.6
|
|
|
$
|
10.2
|
|
|
2%
|
Operating expenses as a percentage of net sales
|
|
20.5
|
%
|
|
21.3
|
%
|
|
|
|
|
(Unaudited)
|
|
QUARTER
|
||||||||||||||||||||||||||||||
(in thousands)
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||||||||||
Statement of Income Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
|
$
|
406,344
|
|
|
$
|
848,240
|
|
|
$
|
615,536
|
|
|
$
|
376,442
|
|
|
$
|
370,362
|
|
|
$
|
790,392
|
|
|
$
|
578,157
|
|
|
$
|
340,789
|
|
Gross profit
|
|
114,100
|
|
|
246,976
|
|
|
176,244
|
|
|
106,020
|
|
|
104,761
|
|
|
228,166
|
|
|
162,557
|
|
|
95,793
|
|
||||||||
Operating income (loss)
|
|
8,646
|
|
|
122,499
|
|
|
58,457
|
|
|
(732
|
)
|
|
6,932
|
|
|
111,993
|
|
|
53,375
|
|
|
(6,814
|
)
|
||||||||
Net income (loss)
|
|
4,188
|
|
|
73,863
|
|
|
34,958
|
|
|
(1,979
|
)
|
|
3,440
|
|
|
66,533
|
|
|
32,332
|
|
|
(4,975
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales as a % of annual net sales
|
|
18
|
%
|
|
38
|
%
|
|
27
|
%
|
|
17
|
%
|
|
18
|
%
|
|
38
|
%
|
|
28
|
%
|
|
16
|
%
|
||||||||
Gross profit as a % of annual gross profit
|
|
18
|
%
|
|
38
|
%
|
|
27
|
%
|
|
16
|
%
|
|
18
|
%
|
|
39
|
%
|
|
27
|
%
|
|
16
|
%
|
||||||||
Operating income (loss) as a % of annual operating income
|
|
5
|
%
|
|
65
|
%
|
|
31
|
%
|
|
—
|
%
|
|
4
|
%
|
|
68
|
%
|
|
32
|
%
|
|
(4
|
)%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total receivables, net
|
|
$
|
211,107
|
|
|
$
|
306,500
|
|
|
$
|
207,165
|
|
|
$
|
140,645
|
|
|
$
|
188,294
|
|
|
$
|
281,064
|
|
|
$
|
180,898
|
|
|
$
|
125,287
|
|
Product inventories, net
|
|
527,304
|
|
|
451,507
|
|
|
414,331
|
|
|
466,962
|
|
|
494,321
|
|
|
424,679
|
|
|
365,596
|
|
|
429,197
|
|
||||||||
Accounts payable
|
|
370,002
|
|
|
233,549
|
|
|
154,511
|
|
|
236,294
|
|
|
338,026
|
|
|
239,976
|
|
|
142,777
|
|
|
214,596
|
|
||||||||
Total debt
|
|
324,266
|
|
|
430,971
|
|
|
393,738
|
|
|
320,838
|
|
|
278,542
|
|
|
300,426
|
|
|
260,432
|
|
|
246,418
|
|
Note: Due to rounding, the sum of quarterly percentage amounts may not equal 100%.
|
Weather
|
|
Possible Effects
|
Hot and dry
|
•
|
Increased purchases of chemicals and supplies
|
|
|
for existing swimming pools
|
|
•
|
Increased purchases of above-ground pools and
|
|
|
irrigation products
|
|
|
|
Unseasonably cool weather or
|
•
|
Fewer pool and landscape installations
|
extraordinary amounts of rain
|
•
|
Decreased purchases of chemicals and supplies
|
|
•
|
Decreased purchases of impulse items such as
|
|
|
above-ground pools and accessories
|
|
|
|
Unseasonably early warming trends in spring/late cooling trends in fall
|
•
|
A longer pool and landscape season, thus positively impacting our sales
|
(primarily in the northern half of the U.S. and Canada)
|
|
|
|
|
|
Unseasonably late warming trends in spring/early cooling trends in fall
|
•
|
A shorter pool and landscape season, thus negatively impacting our sales
|
(primarily in the northern half of the U.S. and Canada)
|
|
|
•
|
cash flows generated from operating activities;
|
•
|
the adequacy of available bank lines of credit;
|
•
|
acquisitions;
|
•
|
scheduled debt repayments;
|
•
|
dividend payments;
|
•
|
capital expenditures;
|
•
|
the timing and extent of share repurchases; and
|
•
|
the ability to attract long-term capital with satisfactory terms.
|
•
|
maintenance and new sales center capital expenditures;
|
•
|
strategic acquisitions executed opportunistically; and
|
•
|
payment of cash dividends as and when declared by the Board.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating activities
|
|
$
|
121,815
|
|
|
$
|
105,088
|
|
|
$
|
119,078
|
|
Investing activities
|
|
(27,811
|
)
|
|
(19,861
|
)
|
|
(21,208
|
)
|
|||
Financing activities
|
|
(81,983
|
)
|
|
(89,485
|
)
|
|
(102,644
|
)
|
•
|
Maximum Average Total Leverage Ratio
. On the last day of each fiscal quarter, our average total leverage ratio must be less than 3.25 to 1.00. Average Total Leverage Ratio is the ratio of the trailing twelve months (TTM) Average Total Funded Indebtedness plus the TTM Average Accounts Securitization Proceeds divided by the TTM EBITDA (as those terms are defined in the Credit Facility). As of
December 31, 2014
, our average total leverage ratio equaled
1.66
(compared to
1.40
as of
December 31, 2013
) and the TTM average total debt amount used in this calculation was
$353.5 million
.
|
•
|
Minimum Fixed Charge Coverage Ratio
. On the last day of each fiscal quarter, our fixed charge ratio must be greater than or equal to 2.25 to 1.00. Fixed Charge Ratio is the ratio of the TTM EBITDAR divided by TTM Interest Expense paid or payable in cash plus TTM Rental Expense (as those terms are defined in the Credit Facility). As of
December 31, 2014
, our fixed charge ratio equaled
4.63
(compared to
4.29
as of
December 31, 2013
) and TTM Rental Expense was
$49.9 million
.
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Long-term debt
|
|
$
|
320,838
|
|
|
$
|
1,529
|
|
|
$
|
67,600
|
|
|
$
|
251,709
|
|
|
$
|
—
|
|
Operating leases
|
|
149,600
|
|
|
40,296
|
|
|
63,973
|
|
|
32,469
|
|
|
12,862
|
|
|||||
|
|
$
|
470,438
|
|
|
$
|
41,825
|
|
|
$
|
131,573
|
|
|
$
|
284,178
|
|
|
$
|
12,862
|
|
|
|
|
|
Estimated Payments Due by Period
|
||||||||||||||||
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Interest
|
|
$
|
25,032
|
|
|
$
|
5,575
|
|
|
$
|
10,374
|
|
|
$
|
9,083
|
|
|
$
|
—
|
|
Functional Currencies
|
|
Canada
|
Canadian Dollar
|
United Kingdom
|
British Pound
|
Belgium
|
Euro
|
France
|
Euro
|
Germany
|
Euro
|
Italy
|
Euro
|
Portugal
|
Euro
|
Spain
|
Euro
|
Mexico
|
Mexican Peso
|
Colombia
|
Colombian Peso
|
Australia
|
Australian Dollar
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
$
|
2,246,562
|
|
|
$
|
2,079,700
|
|
|
$
|
1,953,974
|
|
Cost of sales
|
1,603,222
|
|
|
1,488,423
|
|
|
1,386,567
|
|
|||
Gross profit
|
643,340
|
|
|
591,277
|
|
|
567,407
|
|
|||
Selling and administrative expenses
|
454,470
|
|
|
425,791
|
|
|
415,592
|
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
6,946
|
|
|||
Operating income
|
188,870
|
|
|
165,486
|
|
|
144,869
|
|
|||
Interest expense, net
|
7,485
|
|
|
6,748
|
|
|
6,469
|
|
|||
Income before income taxes and equity earnings
|
181,385
|
|
|
158,738
|
|
|
138,400
|
|
|||
Provision for income taxes
|
70,559
|
|
|
61,590
|
|
|
56,744
|
|
|||
Equity earnings in unconsolidated investments
|
204
|
|
|
182
|
|
|
316
|
|
|||
Net income
|
111,030
|
|
|
97,330
|
|
|
81,972
|
|
|||
Less: net income attributable to noncontrolling interest
|
(338
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to Pool Corporation
|
$
|
110,692
|
|
|
$
|
97,330
|
|
|
$
|
81,972
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.50
|
|
|
$
|
2.10
|
|
|
$
|
1.75
|
|
Diluted
|
$
|
2.44
|
|
|
$
|
2.05
|
|
|
$
|
1.71
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
44,281
|
|
|
46,282
|
|
|
46,937
|
|
|||
Diluted
|
45,441
|
|
|
47,530
|
|
|
48,058
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared per common share
|
$
|
0.85
|
|
|
$
|
0.73
|
|
|
$
|
0.62
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2013
|
||||||
Net income
|
$
|
111,030
|
|
|
$
|
97,330
|
|
|
$
|
81,972
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(6,271
|
)
|
|
2,013
|
|
|
(534
|
)
|
|||
Change in unrealized gains and losses on interest rate swaps,
net of tax of $194, $(660) and $1,163
|
(303
|
)
|
|
1,033
|
|
|
(1,820
|
)
|
|||
Total other comprehensive income (loss)
|
(6,574
|
)
|
|
3,046
|
|
|
(2,354
|
)
|
|||
Comprehensive income
|
104,456
|
|
|
100,376
|
|
|
79,618
|
|
|||
Add back: comprehensive loss attributable to noncontrolling interest
|
18
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive income attributable to Pool Corporation
|
$
|
104,474
|
|
|
$
|
100,376
|
|
|
$
|
79,618
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
14,830
|
|
|
$
|
8,006
|
|
Receivables, net
|
51,014
|
|
|
45,138
|
|
||
Receivables pledged under receivables facility
|
89,631
|
|
|
80,149
|
|
||
Product inventories, net
|
466,962
|
|
|
429,197
|
|
||
Prepaid expenses and other current assets
|
11,659
|
|
|
9,802
|
|
||
Deferred income taxes
|
3,117
|
|
|
5,457
|
|
||
Total current assets
|
637,213
|
|
|
577,749
|
|
||
|
|
|
|
||||
Property and equipment, net
|
56,475
|
|
|
52,328
|
|
||
Goodwill
|
173,924
|
|
|
171,974
|
|
||
Other intangible assets, net
|
11,995
|
|
|
10,196
|
|
||
Equity interest investments
|
1,244
|
|
|
1,243
|
|
||
Other assets, net
|
12,086
|
|
|
10,271
|
|
||
Total assets
|
$
|
892,937
|
|
|
$
|
823,761
|
|
|
|
|
|
||||
Liabilities, redeemable noncontrolling interest and stockholders’ equity
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|||
Accounts payable
|
$
|
236,294
|
|
|
$
|
214,596
|
|
Accrued expenses and other current liabilities
|
54,085
|
|
|
49,301
|
|
||
Current portion of long-term debt and other long-term liabilities
|
1,529
|
|
|
9
|
|
||
Total current liabilities
|
291,908
|
|
|
263,906
|
|
||
|
|
|
|
||||
Deferred income taxes
|
23,504
|
|
|
19,108
|
|
||
Long-term debt
|
319,309
|
|
|
246,418
|
|
||
Other long-term liabilities
|
10,751
|
|
|
8,147
|
|
||
Total liabilities
|
645,472
|
|
|
537,579
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interest
|
3,113
|
|
|
—
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
|||
Common stock, $.001 par value; 100,000,000 shares authorized;
43,511,093 shares issued and outstanding at December 31, 2014 and
45,378,785 shares issued and outstanding at December 31, 2013
|
44
|
|
|
45
|
|
||
Additional paid-in capital
|
338,620
|
|
|
310,503
|
|
||
Retained deficit
|
(90,650
|
)
|
|
(27,278
|
)
|
||
Accumulated other comprehensive income (loss)
|
(3,662
|
)
|
|
2,912
|
|
||
Total stockholders’ equity
|
244,352
|
|
|
286,182
|
|
||
Total liabilities, redeemable noncontrolling interest and stockholders’ equity
|
$
|
892,937
|
|
|
$
|
823,761
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
111,030
|
|
|
$
|
97,330
|
|
|
$
|
81,972
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|||||
Depreciation
|
14,495
|
|
|
13,359
|
|
|
11,592
|
|
|||
Amortization
|
1,387
|
|
|
1,237
|
|
|
1,284
|
|
|||
Share-based compensation
|
9,065
|
|
|
8,150
|
|
|
8,465
|
|
|||
Excess tax benefits from share-based compensation
|
(5,524
|
)
|
|
(4,611
|
)
|
|
(4,487
|
)
|
|||
Provision for doubtful accounts receivable, net of write-offs
|
(539
|
)
|
|
(930
|
)
|
|
(422
|
)
|
|||
Provision for inventory obsolescence, net of write-offs
|
(687
|
)
|
|
(416
|
)
|
|
447
|
|
|||
Provision for deferred income taxes
|
6,986
|
|
|
4,679
|
|
|
6,915
|
|
|||
Loss on sale of property and equipment
|
179
|
|
|
97
|
|
|
44
|
|
|||
Equity earnings in unconsolidated investments
|
(204
|
)
|
|
(182
|
)
|
|
(316
|
)
|
|||
(Gains) losses on foreign currency transactions
|
277
|
|
|
220
|
|
|
(111
|
)
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
6,946
|
|
|||
Other
|
206
|
|
|
108
|
|
|
138
|
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
|||||
Receivables
|
(12,751
|
)
|
|
(10,085
|
)
|
|
(3,396
|
)
|
|||
Product inventories
|
(30,409
|
)
|
|
(27,291
|
)
|
|
(9,232
|
)
|
|||
Prepaid expenses and other assets
|
(2,265
|
)
|
|
504
|
|
|
(1,159
|
)
|
|||
Accounts payable
|
20,090
|
|
|
14,007
|
|
|
20,253
|
|
|||
Accrued expenses and other current liabilities
|
10,479
|
|
|
8,912
|
|
|
145
|
|
|||
Net cash provided by operating activities
|
121,815
|
|
|
105,088
|
|
|
119,078
|
|
|||
|
|
|
|
|
|
||||||
Investing activities
|
|
|
|
|
|
|
|
||||
Acquisition of businesses, net of cash acquired
|
(10,648
|
)
|
|
(1,244
|
)
|
|
(4,699
|
)
|
|||
Purchases of property and equipment, net of sale proceeds
|
(17,328
|
)
|
|
(18,742
|
)
|
|
(16,271
|
)
|
|||
Other investments, net
|
165
|
|
|
125
|
|
|
(238
|
)
|
|||
Net cash used in investing activities
|
(27,811
|
)
|
|
(19,861
|
)
|
|
(21,208
|
)
|
|||
|
|
|
|
|
|
||||||
Financing activities
|
|
|
|
|
|
|
|||||
Proceeds from revolving line of credit
|
820,720
|
|
|
678,936
|
|
|
607,923
|
|
|||
Payments on revolving line of credit
|
(763,429
|
)
|
|
(715,400
|
)
|
|
(524,341
|
)
|
|||
Proceeds from asset-backed financing
|
121,600
|
|
|
70,000
|
|
|
—
|
|
|||
Payments on asset-backed financing
|
(106,000
|
)
|
|
(18,000
|
)
|
|
—
|
|
|||
Proceeds from long-term debt and other long-term liabilities
|
3,607
|
|
|
—
|
|
|
—
|
|
|||
Payments on long-term debt and other long-term liabilities
|
(3,075
|
)
|
|
(10
|
)
|
|
(100,022
|
)
|
|||
Payments of deferred financing costs
|
(394
|
)
|
|
(1,044
|
)
|
|
—
|
|
|||
Excess tax benefits from share-based compensation
|
5,524
|
|
|
4,611
|
|
|
4,487
|
|
|||
Proceeds from stock issued under share-based compensation plans
|
13,530
|
|
|
21,409
|
|
|
20,205
|
|
|||
Payments of cash dividends
|
(37,600
|
)
|
|
(33,808
|
)
|
|
(29,135
|
)
|
|||
Purchases of treasury stock
|
(136,466
|
)
|
|
(96,179
|
)
|
|
(81,761
|
)
|
|||
Net cash used in financing activities
|
(81,983
|
)
|
|
(89,485
|
)
|
|
(102,644
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(5,197
|
)
|
|
(199
|
)
|
|
(250
|
)
|
|||
Change in cash and cash equivalents
|
6,824
|
|
|
(4,457
|
)
|
|
(5,024
|
)
|
|||
Cash and cash equivalents at beginning of year
|
8,006
|
|
|
12,463
|
|
|
17,487
|
|
|||
Cash and cash equivalents at end of year
|
$
|
14,830
|
|
|
$
|
8,006
|
|
|
$
|
12,463
|
|
|
|
Common Stock
|
|
Additional
Paid-In
|
|
Retained
(Deficit)
|
|
Accumulated
Other
Comprehensive
|
|
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Total
|
|||||||||||
Balance at December 31, 2011
|
|
47,367
|
|
|
$
|
47
|
|
|
$
|
243,180
|
|
|
$
|
34,299
|
|
|
$
|
2,220
|
|
|
$
|
279,746
|
|
Net income attributable to Pool Corporation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81,972
|
|
|
—
|
|
|
81,972
|
|
|||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(534
|
)
|
|
(534
|
)
|
|||||
Interest rate swaps, net of tax of $1,163
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,820
|
)
|
|
(1,820
|
)
|
|||||
Repurchases of common stock, net of retirements
|
|
(2,165
|
)
|
|
(2
|
)
|
|
—
|
|
|
(81,759
|
)
|
|
—
|
|
|
(81,761
|
)
|
|||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
8,465
|
|
|
—
|
|
|
—
|
|
|
8,465
|
|
|||||
Issuance of shares under incentive stock plans, including tax benefit of $4,487
|
|
1,102
|
|
|
1
|
|
|
24,689
|
|
|
—
|
|
|
—
|
|
|
24,690
|
|
|||||
Declaration of cash dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,135
|
)
|
|
—
|
|
|
(29,135
|
)
|
|||||
Balance at December 31, 2012
|
|
46,304
|
|
|
46
|
|
|
276,334
|
|
|
5,377
|
|
|
(134
|
)
|
|
281,623
|
|
|||||
Net income attributable to Pool Corporation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97,330
|
|
|
—
|
|
|
97,330
|
|
|||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,013
|
|
|
2,013
|
|
|||||
Interest rate swaps, net of tax of $(660)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,033
|
|
|
1,033
|
|
|||||
Repurchases of common stock, net of retirements
|
|
(1,810
|
)
|
|
(2
|
)
|
|
—
|
|
|
(96,177
|
)
|
|
—
|
|
|
(96,179
|
)
|
|||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
8,150
|
|
|
—
|
|
|
—
|
|
|
8,150
|
|
|||||
Issuance of shares under incentive stock plans, including tax benefit of $4,611
|
|
885
|
|
|
1
|
|
|
26,019
|
|
|
—
|
|
|
—
|
|
|
26,020
|
|
|||||
Declaration of cash dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,808
|
)
|
|
—
|
|
|
(33,808
|
)
|
|||||
Balance at December 31, 2013
|
|
45,379
|
|
|
45
|
|
|
310,503
|
|
|
(27,278
|
)
|
|
2,912
|
|
|
286,182
|
|
|||||
Net income attributable to Pool Corporation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,692
|
|
|
—
|
|
|
110,692
|
|
|||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,271
|
)
|
|
(6,271
|
)
|
|||||
Interest rate swaps, net of tax of $194
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(303
|
)
|
|
(303
|
)
|
|||||
Repurchases of common stock, net of retirements
|
|
(2,421
|
)
|
|
(2
|
)
|
|
—
|
|
|
(136,464
|
)
|
|
—
|
|
|
(136,466
|
)
|
|||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
9,065
|
|
|
—
|
|
|
—
|
|
|
9,065
|
|
|||||
Issuance of shares under incentive stock plans, including tax benefit of $5,524
|
|
553
|
|
|
1
|
|
|
19,052
|
|
|
—
|
|
|
—
|
|
|
19,053
|
|
|||||
Declaration of cash dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,600
|
)
|
|
—
|
|
|
(37,600
|
)
|
|||||
Balance at December 31, 2014
|
|
43,511
|
|
|
$
|
44
|
|
|
$
|
338,620
|
|
|
$
|
(90,650
|
)
|
|
$
|
(3,662
|
)
|
|
$
|
244,352
|
|
2014
|
|
2013
|
|
2012
|
||||||
$
|
38,674
|
|
|
$
|
35,010
|
|
|
$
|
33,964
|
|
2014
|
|
2013
|
|
2012
|
||||||
$
|
6,894
|
|
|
$
|
5,917
|
|
|
$
|
6,248
|
|
|
|
Fair Value at December 31,
|
||||||
Level 2
|
|
2014
|
|
2013
|
||||
Unrealized losses on interest rate swaps
|
|
$
|
(2,207
|
)
|
|
$
|
(1,710
|
)
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of year
|
|
$
|
4,547
|
|
|
$
|
5,477
|
|
|
$
|
5,900
|
|
Bad debt expense
|
|
1,167
|
|
|
838
|
|
|
1,007
|
|
|||
Write-offs, net of recoveries
|
|
(1,706
|
)
|
|
(1,768
|
)
|
|
(1,430
|
)
|
|||
Balance at end of year
|
|
$
|
4,008
|
|
|
$
|
4,547
|
|
|
$
|
5,477
|
|
•
|
the level of inventory in relation to historical sales by product, including inventory usage by class based on product sales at both the sales center and on a company-wide basis;
|
•
|
changes in customer preferences or regulatory requirements;
|
•
|
seasonal fluctuations in inventory levels;
|
•
|
geographic location; and
|
•
|
superseded and new product offerings.
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of year
|
|
$
|
7,103
|
|
|
$
|
7,520
|
|
|
$
|
7,073
|
|
Provision for inventory write-downs
|
|
1,535
|
|
|
1,538
|
|
|
3,852
|
|
|||
Deduction for inventory write-offs
|
|
(2,235
|
)
|
|
(1,955
|
)
|
|
(3,405
|
)
|
|||
Balance at end of year
|
|
$
|
6,403
|
|
|
$
|
7,103
|
|
|
$
|
7,520
|
|
Buildings
|
40 years
|
Leasehold improvements
(1)
|
1 - 10 years
|
Autos and trucks
|
3 - 5 years
|
Machinery and equipment
|
3 - 15 years
|
Computer equipment
|
3 - 7 years
|
Furniture and fixtures
|
5 - 10 years
|
(1)
|
For substantial improvements made near the end of a lease term where we are reasonably certain the lease will be renewed, we amortize the leasehold improvement over the remaining life of the lease including the expected renewal period.
|
2014
|
|
2013
|
|
2012
|
||||||
$
|
14,495
|
|
|
$
|
13,359
|
|
|
$
|
11,592
|
|
|
December 31, 2014
|
||
Redeemable noncontrolling interest, beginning of period
|
$
|
—
|
|
Acquisition date value of noncontrolling interest
|
3,131
|
|
|
Net income attributable to noncontrolling interest
|
338
|
|
|
Other comprehensive loss attributable to noncontrolling interest
|
(356
|
)
|
|
Redeemable noncontrolling interest, end of period
|
$
|
3,113
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
6,481
|
|
|
$
|
5,963
|
|
|
$
|
5,495
|
|
Income taxes, net of refunds
|
58,405
|
|
|
47,138
|
|
|
45,404
|
|
Goodwill (gross) at December 31, 2012
|
$
|
179,249
|
|
Foreign currency translation adjustments
|
1,991
|
|
|
Goodwill (gross) at December 31, 2013
|
181,240
|
|
|
|
|
||
Accumulated impairment losses at December 31, 2012
|
(9,266
|
)
|
|
Goodwill impairment
|
—
|
|
|
Accumulated impairment losses at December 31, 2013
|
(9,266
|
)
|
|
|
|
||
Goodwill (net) at December 31, 2013
|
$
|
171,974
|
|
|
|
||
Goodwill (gross) at December 31, 2013
|
$
|
181,240
|
|
Acquired goodwill
|
3,907
|
|
|
Foreign currency translation adjustments
|
(1,957
|
)
|
|
Goodwill (gross) at December 31, 2014
|
183,190
|
|
|
|
|
||
Accumulated impairment losses at December 31, 2013
|
(9,266
|
)
|
|
Goodwill impairment
|
—
|
|
|
Accumulated impairment losses at December 31, 2014
|
(9,266
|
)
|
|
|
|
||
Goodwill (net) at December 31, 2014
|
$
|
173,924
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Horizon tradename (indefinite life)
|
$
|
8,400
|
|
|
$
|
8,400
|
|
Pool Systems tradename and trademarks (indefinite lives)
|
1,162
|
|
|
—
|
|
||
National Pool Tile (NPT) tradename (20 year life)
|
1,500
|
|
|
1,500
|
|
||
Non-compete agreements (5 year weighted average useful life)
|
2,599
|
|
|
4,140
|
|
||
Patents (16 year weighted average useful life)
|
549
|
|
|
—
|
|
||
Other intangible assets
|
14,210
|
|
|
14,040
|
|
||
Less: Accumulated amortization
|
(2,215
|
)
|
|
(3,844
|
)
|
||
Other intangible assets, net
|
$
|
11,995
|
|
|
$
|
10,196
|
|
2015
|
|
$
|
401
|
|
2016
|
|
350
|
|
|
2017
|
|
319
|
|
|
2018
|
|
316
|
|
|
2019
|
|
168
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Receivables, net:
|
|
|
|
|
||||
Trade accounts
|
|
$
|
17,558
|
|
|
$
|
14,150
|
|
Vendor incentives
|
|
35,894
|
|
|
33,779
|
|
||
Other, net
|
|
1,570
|
|
|
1,756
|
|
||
Total receivables
|
|
55,022
|
|
|
49,685
|
|
||
Less: Allowance for doubtful accounts
|
|
(4,008
|
)
|
|
(4,547
|
)
|
||
Receivables, net
|
|
$
|
51,014
|
|
|
$
|
45,138
|
|
|
|
|
|
|
||||
Prepaid expenses and other current assets:
|
|
|
|
|
||||
Prepaid expenses
|
|
$
|
11,535
|
|
|
$
|
9,670
|
|
Other current assets
|
|
124
|
|
|
132
|
|
||
Prepaid expenses and other current assets
|
|
$
|
11,659
|
|
|
$
|
9,802
|
|
|
|
|
|
|
||||
Property and equipment, net:
|
|
|
|
|
|
|||
Land
|
|
$
|
1,775
|
|
|
$
|
1,641
|
|
Buildings
|
|
1,868
|
|
|
2,196
|
|
||
Leasehold improvements
|
|
30,361
|
|
|
28,048
|
|
||
Autos and trucks
|
|
25,829
|
|
|
19,994
|
|
||
Machinery and equipment
|
|
36,001
|
|
|
30,181
|
|
||
Computer equipment
|
|
36,417
|
|
|
34,779
|
|
||
Furniture and fixtures
|
|
9,266
|
|
|
8,827
|
|
||
Fixed assets in progress
|
|
4,090
|
|
|
4,336
|
|
||
Total property and equipment
|
|
145,607
|
|
|
130,002
|
|
||
Less: Accumulated depreciation
|
|
(89,132
|
)
|
|
(77,674
|
)
|
||
Property and equipment, net
|
|
$
|
56,475
|
|
|
$
|
52,328
|
|
|
|
|
|
|
||||
Accrued expenses and other current liabilities:
|
|
|
|
|
|
|||
Salaries and payroll deductions
|
|
$
|
6,659
|
|
|
$
|
5,658
|
|
Incentive compensation
|
|
27,296
|
|
|
26,728
|
|
||
Taxes payable
|
|
7,425
|
|
|
7,341
|
|
||
Other
|
|
12,705
|
|
|
9,574
|
|
||
Accrued expenses and other current liabilities
|
|
$
|
54,085
|
|
|
$
|
49,301
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Variable rate debt
|
|
|
|
|
||||
Current portion:
|
|
|
|
|
||||
Australian Seasonal Credit Facility (described below)
|
|
$
|
1,529
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Long-term portion:
|
|
|
|
|
||||
Revolving Credit Facility (described below)
|
|
251,709
|
|
|
194,418
|
|
||
Receivables Securitization Facility (described below)
|
|
67,600
|
|
|
52,000
|
|
||
Total debt
|
|
$
|
320,838
|
|
|
$
|
246,418
|
|
a.
|
a base rate, which is the highest of (i) the Wells Fargo Bank, National Association prime rate, (ii) the Federal Funds Rate plus
0.500%
and (iii) the London Interbank Offered Rate (LIBOR) Market Index Rate plus
1.000%
; or
|
b.
|
LIBOR.
|
a.
|
a base rate, which is the greatest of (i) the Canadian Reference Bank prime rate and (ii) the annual rate of interest equal to the sum of the Canadian Dealer Offered Rate (CDOR) plus
1.000%
; or
|
b.
|
CDOR.
|
a.
|
for financial institutions using the commercial paper market, commercial paper rates based on the applicable variable rates in the commercial paper market at the time of issuance; or
|
b.
|
for financial institutions not using the commercial paper market, LMIR.
|
Derivative
|
|
Effective Date
|
|
Notional
Amount
(in millions)
|
|
Fixed
Interest
Rate
|
|||
Interest rate swap 1
|
|
November 21, 2011
|
|
$
|
25.0
|
|
|
1.185
|
%
|
Interest rate swap 2
|
|
November 21, 2011
|
|
25.0
|
|
|
1.185
|
%
|
|
Interest rate swap 3
|
|
December 21, 2011
|
|
50.0
|
|
|
1.100
|
%
|
|
Interest rate swap 4
|
|
January 17, 2012
|
|
25.0
|
|
|
1.050
|
%
|
|
Interest rate swap 5
|
|
January 19, 2012
|
|
25.0
|
|
|
0.990
|
%
|
Derivative
|
|
Inception Date
|
|
Notional
Amount
(in millions)
|
|
Fixed
Interest
Rate
|
|||
Forward-starting interest rate swap 1
|
|
May 8, 2014
|
|
$
|
25.0
|
|
|
2.520
|
%
|
Forward-starting interest rate swap 2
|
|
May 14, 2014
|
|
50.0
|
|
|
2.450
|
%
|
|
Forward-starting interest rate swap 3
|
|
May 19, 2014
|
|
50.0
|
|
|
2.339
|
%
|
|
Forward-starting interest rate swap 4
|
|
May 28, 2014
|
|
25.0
|
|
|
2.256
|
%
|
|
|
2014
|
|
2013
|
||||
Deferred financing costs:
|
|
|
|
|
||||
Balance at beginning of year
|
|
$
|
4,099
|
|
|
$
|
3,055
|
|
Financing costs deferred
|
|
394
|
|
|
1,044
|
|
||
Write-off fully amortized deferred financing costs
|
|
—
|
|
|
—
|
|
||
Balance at end of year
|
|
4,493
|
|
|
4,099
|
|
||
|
|
|
|
|
||||
Accumulated amortization of deferred financing costs:
|
|
|
|
|
||||
Balance at beginning of year
|
|
(1,985
|
)
|
|
(1,573
|
)
|
||
Amortization of deferred financing costs
|
|
(542
|
)
|
|
(412
|
)
|
||
Write-off fully amortized deferred financing costs
|
|
—
|
|
|
—
|
|
||
Balance at end of year
|
|
(2,527
|
)
|
|
(1,985
|
)
|
||
Deferred financing costs, net of accumulated amortization
|
|
$
|
1,966
|
|
|
$
|
2,114
|
|
|
|
Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual Term
(Years)
|
|
Aggregate
Intrinsic Value
|
|||||
Balance at December 31, 2013
|
|
3,393,281
|
|
|
$
|
27.74
|
|
|
|
|
|
||
Granted
|
|
170,725
|
|
|
58.24
|
|
|
|
|
|
|
||
Less: Exercised
|
|
441,833
|
|
|
28.18
|
|
|
|
|
|
|
||
Forfeited
|
|
10,075
|
|
|
30.64
|
|
|
|
|
|
|
||
Balance at December 31, 2014
|
|
3,112,098
|
|
|
$
|
29.35
|
|
|
4.71
|
|
$
|
106,104,660
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2014
|
|
1,994,947
|
|
|
$
|
25.51
|
|
|
3.40
|
|
$
|
75,666,879
|
|
|
|
Outstanding
Stock Options
|
|
Exercisable
Stock Options
|
||||||||||||
Range of exercise prices
|
|
Shares
|
|
Weighted Average
Remaining
Contractual Term
(Years)
|
|
Weighted Average Exercise Price
|
|
Shares
|
|
Weighted Average Exercise Price
|
||||||
$ 18.00 to $ 20.34
|
|
1,349,786
|
|
|
4.19
|
|
$
|
19.68
|
|
|
1,109,461
|
|
|
$
|
19.55
|
|
$ 20.35 to $ 37.85
|
|
1,083,067
|
|
|
4.83
|
|
30.91
|
|
|
610,916
|
|
|
30.35
|
|
||
$ 37.86 to $ 58.26
|
|
679,245
|
|
|
5.56
|
|
46.05
|
|
|
274,570
|
|
|
38.84
|
|
||
|
|
3,112,098
|
|
|
4.71
|
|
$
|
29.35
|
|
|
1,994,947
|
|
|
$
|
25.51
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except share amounts)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Options exercised
|
|
441,833
|
|
|
780,485
|
|
|
986,110
|
|
|||
Cash proceeds
|
|
$
|
12,451
|
|
|
$
|
20,323
|
|
|
$
|
19,221
|
|
Intrinsic value of options exercised
|
|
$
|
13,132
|
|
|
$
|
19,273
|
|
|
$
|
19,383
|
|
Tax benefits realized
|
|
$
|
5,018
|
|
|
$
|
7,364
|
|
|
$
|
7,418
|
|
|
|
Year Ended December 31,
|
|||||||||||||
(Weighted average)
|
|
2014
|
|
2013
|
|
2012
|
|||||||||
Expected volatility
|
|
37.7
|
%
|
|
|
38.7
|
%
|
|
|
38.6
|
%
|
|
|||
Expected term
|
|
7.2
|
|
years
|
|
7.5
|
|
years
|
|
7.6
|
|
years
|
|||
Risk-free interest rate
|
|
2.26
|
%
|
|
|
1.51
|
%
|
|
|
1.61
|
%
|
|
|||
Expected dividend yield
|
|
1.5
|
%
|
|
|
1.5
|
%
|
|
|
2.0
|
%
|
|
|||
Grant date fair value
|
|
$
|
21.07
|
|
|
|
$
|
16.42
|
|
|
|
$
|
12.66
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Share-based compensation expense
|
|
$
|
3,632
|
|
|
$
|
3,746
|
|
|
$
|
4,304
|
|
Recognized tax benefits
|
|
1,388
|
|
|
1,431
|
|
|
1,647
|
|
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value
|
|||
Balance unvested at December 31, 2013
|
|
490,264
|
|
|
$
|
26.98
|
|
Granted (at market price)
|
|
92,619
|
|
|
58.18
|
|
|
Less: Vested
|
|
212,794
|
|
|
22.46
|
|
|
Forfeited
|
|
4,230
|
|
|
31.22
|
|
|
Balance unvested at December 31, 2014
|
|
365,859
|
|
|
$
|
37.47
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Shares vested
|
|
212,794
|
|
|
102,536
|
|
|
69,580
|
|
|||
Fair value of restricted stock awards vested
|
|
$
|
12,354
|
|
|
$
|
4,544
|
|
|
$
|
2,338
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Share-based compensation expense
|
|
$
|
5,203
|
|
|
$
|
4,103
|
|
|
$
|
3,873
|
|
a.
|
the closing price of our common stock at the end of a six month plan period ending either June 30 or December 31; or
|
b.
|
the average of the beginning and ending closing prices of our common stock for such six month period.
|
2014
|
|
2013
|
|
2012
|
|||
22,508
|
|
|
26,644
|
|
|
31,275
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
|
$
|
178,497
|
|
|
$
|
158,851
|
|
|
$
|
144,578
|
|
Foreign
(1)
|
|
2,888
|
|
|
(113
|
)
|
|
(6,178
|
)
|
|||
Total
|
|
$
|
181,385
|
|
|
$
|
158,738
|
|
|
$
|
138,400
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
54,447
|
|
|
$
|
49,425
|
|
|
$
|
43,871
|
|
State and other
|
|
9,126
|
|
|
7,486
|
|
|
5,958
|
|
|||
Total current provision for income taxes
|
|
63,573
|
|
|
56,911
|
|
|
49,829
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
6,942
|
|
|
4,905
|
|
|
6,071
|
|
|||
State and other
|
|
44
|
|
|
(226
|
)
|
|
844
|
|
|||
Total deferred provision for income taxes
|
|
6,986
|
|
|
4,679
|
|
|
6,915
|
|
|||
Provision for income taxes
|
|
$
|
70,559
|
|
|
$
|
61,590
|
|
|
$
|
56,744
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Federal statutory rate
|
|
35.00
|
%
|
|
35.00
|
%
|
|
35.00
|
%
|
Change in valuation allowance
|
|
0.43
|
|
|
0.57
|
|
|
1.97
|
|
Other, primarily state income tax rate
|
|
3.47
|
|
|
3.23
|
|
|
4.03
|
|
Total effective tax rate
|
|
38.90
|
%
|
|
38.80
|
%
|
|
41.00
|
%
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Product inventories
|
|
$
|
6,583
|
|
|
$
|
6,476
|
|
Accrued expenses
|
|
3,168
|
|
|
4,072
|
|
||
Allowance for doubtful accounts
|
|
172
|
|
|
346
|
|
||
Total current
|
|
9,923
|
|
|
10,894
|
|
||
Less: Valuation allowance
|
|
(1,596
|
)
|
|
(1,691
|
)
|
||
Component reclassified for net presentation
|
|
(5,210
|
)
|
|
(3,746
|
)
|
||
Total current, net
|
|
3,117
|
|
|
5,457
|
|
||
|
|
|
|
|
||||
Leases
|
|
1,763
|
|
|
1,805
|
|
||
Share-based compensation
|
|
14,483
|
|
|
15,579
|
|
||
Uncertain tax positions
|
|
1,641
|
|
|
1,343
|
|
||
Net operating losses
|
|
5,494
|
|
|
4,709
|
|
||
Interest rate swaps
|
|
861
|
|
|
667
|
|
||
Equity losses in unconsolidated investments
|
|
5,653
|
|
|
5,653
|
|
||
Other
|
|
1,009
|
|
|
953
|
|
||
Total non-current
|
|
30,904
|
|
|
30,709
|
|
||
Less: Valuation allowance
|
|
(9,551
|
)
|
|
(8,672
|
)
|
||
Component reclassified for net presentation
|
|
(20,462
|
)
|
|
(21,253
|
)
|
||
Total non-current, net
|
|
891
|
|
|
784
|
|
||
|
|
|
|
|
||||
Total deferred tax assets
|
|
4,008
|
|
|
6,241
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Trade discounts on purchases
|
|
2,836
|
|
|
2,022
|
|
||
Prepaid expenses
|
|
2,374
|
|
|
1,724
|
|
||
Total current
|
|
5,210
|
|
|
3,746
|
|
||
Component reclassified for net presentation
|
|
(5,210
|
)
|
|
(3,746
|
)
|
||
Total current, net
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
||||
Intangible assets, primarily goodwill
|
|
36,927
|
|
|
33,659
|
|
||
Depreciation
|
|
7,039
|
|
|
6,702
|
|
||
Total non-current
|
|
43,966
|
|
|
40,361
|
|
||
Component reclassified for net presentation
|
|
(20,462
|
)
|
|
(21,253
|
)
|
||
Total non-current, net
|
|
23,504
|
|
|
19,108
|
|
||
|
|
|
|
|
||||
Total deferred tax liabilities
|
|
23,504
|
|
|
19,108
|
|
||
|
|
|
|
|
||||
Net deferred tax liability
|
|
$
|
(19,496
|
)
|
|
$
|
(12,867
|
)
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of year
|
|
$
|
3,837
|
|
|
$
|
3,504
|
|
|
$
|
4,715
|
|
Increases for tax positions taken during a prior period
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Increases for tax positions taken during the current period
|
|
1,664
|
|
|
1,140
|
|
|
972
|
|
|||
Decreases resulting from the expiration of the statute of limitations
|
|
811
|
|
|
807
|
|
|
2,123
|
|
|||
Decreases relating to settlements
|
|
—
|
|
|
—
|
|
|
60
|
|
|||
Balance at end of year
|
|
$
|
4,690
|
|
|
$
|
3,837
|
|
|
$
|
3,504
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
|
$
|
111,030
|
|
|
$
|
97,330
|
|
|
$
|
81,972
|
|
Less: net income attributable to noncontrolling interest
|
|
(338
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to Pool Corporation
|
|
$
|
110,692
|
|
|
$
|
97,330
|
|
|
$
|
81,972
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
44,281
|
|
|
46,282
|
|
|
46,937
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||
Stock options and employee stock purchase plan
|
|
1,160
|
|
|
1,248
|
|
|
1,121
|
|
|||
Diluted
|
|
45,441
|
|
|
47,530
|
|
|
48,058
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.50
|
|
|
$
|
2.10
|
|
|
$
|
1.75
|
|
Diluted
|
|
$
|
2.44
|
|
|
$
|
2.05
|
|
|
$
|
1.71
|
|
|
|
|
|
|
|
|
||||||
Anti-dilutive stock options excluded from diluted earnings per share computations
(1)
|
|
169
|
|
|
—
|
|
|
417
|
|
(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.
|
2014
|
|
2013
|
|
2012
|
||||||
$
|
60,214
|
|
|
$
|
58,188
|
|
|
$
|
59,873
|
|
2015
|
|
$
|
40,296
|
|
2016
|
|
36,344
|
|
|
2017
|
|
27,629
|
|
|
2018
|
|
19,669
|
|
|
2019
|
|
12,800
|
|
|
Thereafter
|
|
12,862
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
NCC
|
|
$
|
989
|
|
|
$
|
950
|
|
|
$
|
937
|
|
Other
|
|
64
|
|
|
178
|
|
|
183
|
|
|||
Total
|
|
$
|
1,053
|
|
|
$
|
1,128
|
|
|
$
|
1,120
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Matching contributions - defined contribution plans
|
|
$
|
5,235
|
|
|
$
|
4,861
|
|
|
$
|
4,589
|
|
Matching contributions - deferred compensation plan
|
|
233
|
|
|
36
|
|
|
262
|
|
|
Quarter
|
||||||||||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||||||||||
Net sales
|
$
|
406,344
|
|
|
$
|
848,240
|
|
|
$
|
615,536
|
|
|
$
|
376,442
|
|
|
$
|
370,362
|
|
|
$
|
790,392
|
|
|
$
|
578,157
|
|
|
$
|
340,789
|
|
Gross profit
|
114,100
|
|
|
246,976
|
|
|
176,244
|
|
|
106,020
|
|
|
104,761
|
|
|
228,166
|
|
|
162,557
|
|
|
95,793
|
|
||||||||
Net income (loss)
|
4,188
|
|
|
73,863
|
|
|
34,958
|
|
|
(1,979
|
)
|
|
3,440
|
|
|
66,533
|
|
|
32,332
|
|
|
(4,975
|
)
|
||||||||
Net income (loss) attributable to Pool Corporation
|
4,188
|
|
|
73,863
|
|
|
34,836
|
|
|
(2,195
|
)
|
|
3,440
|
|
|
66,533
|
|
|
32,332
|
|
|
(4,975
|
)
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
$
|
0.09
|
|
|
$
|
1.65
|
|
|
$
|
0.80
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.07
|
|
|
$
|
1.43
|
|
|
$
|
0.70
|
|
|
$
|
(0.11
|
)
|
Diluted
|
$
|
0.09
|
|
|
$
|
1.61
|
|
|
$
|
0.78
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.07
|
|
|
$
|
1.39
|
|
|
$
|
0.68
|
|
|
$
|
(0.11
|
)
|
(a)
|
The following documents are filed as part of this report:
|
(1)
|
Consolidated Financial Statements:
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
(2)
|
Financial Statement Schedules.
|
|
|
|
|
|
All schedules are omitted because they are not applicable or are not required or because the required information is provided in our Consolidated Financial Statements or accompanying Notes included in Item 8 of this Form 10-K.
|
|
|
|
|
(3)
|
The exhibits listed in the Index to Exhibits.
|
|
POOL CORPORATION
|
|
|
|
|
|
|
By:
|
/s/ WILSON B. SEXTON
|
|
Wilson B. Sexton, Chairman of the Board
|
|
and Director
|
Signature:
|
Title:
|
|
|
/s/ WILSON B. SEXTON
|
|
Wilson B. Sexton
|
Chairman of the Board and Director
|
|
|
/s/ MANUEL J. PEREZ DE LA MESA
|
|
Manuel J. Perez de la Mesa
|
President, Chief Executive Officer and Director
|
|
|
/s/ MARK W. JOSLIN
|
|
Mark W. Joslin
|
Vice President and Chief Financial Officer
|
|
|
/s/ MELANIE M. HOUSEY
|
|
Melanie M. Housey
|
Corporate Controller and Chief Accounting Officer
|
|
|
/s/ ANDREW W. CODE
|
|
Andrew W. Code
|
Director
|
|
|
/s/ JAMES J. GAFFNEY
|
|
James J. Gaffney
|
Director
|
|
|
/s/ GEORGE T. HAYMAKER
|
|
George T. Haymaker
|
Director
|
|
|
/s/ HARLAN F. SEYMOUR
|
|
Harlan F. Seymour
|
Director
|
|
|
/s/ ROBERT C. SLEDD
|
|
Robert C. Sledd
|
Director
|
|
|
/s/ JOHN E. STOKELY
|
|
John E. Stokely
|
Director
|
|
|
|
|
|
|
Incorporated by Reference
|
||||
No.
|
|
Description
|
|
Filed
with this
Form 10-K
|
|
Form
|
|
File No.
|
|
Date Filed
|
3.1
|
|
Restated Certificate of Incorporation of the Company.
|
|
|
|
10-Q
|
|
000-26640
|
|
08/09/2006
|
3.2
|
|
Restated Composite Bylaws of the Company.
|
|
|
|
8-K
|
|
000-26640
|
|
12/20/2012
|
4.1
|
|
Form of certificate representing shares of common stock of the Company.
|
|
|
|
8-K
|
|
000-26640
|
|
05/19/2006
|
10.1
|
*
|
Amended and Restated Non-Employee Directors Equity Incentive Plan,
|
|
|
|
10-Q
|
|
000-26640
|
|
08/13/2001
|
10.2
|
*
|
as amended by Amendment No. 1.
|
|
|
|
10-Q
|
|
000-26640
|
|
07/25/2002
|
10.3
|
*
|
Amended and Restated SCP Pool Corporation Employee Stock Purchase Plan.
|
|
|
|
10-Q
|
|
000-26640
|
|
07/25/2002
|
10.4
|
*
|
Amended and Restated SCP Pool Corporation 2002 Long-Term Incentive Plan.
|
|
|
|
10-K
|
|
000-26640
|
|
03/01/2005
|
10.5
|
*
|
Form of Stock Option Agreement under 2002 Long‑Term Incentive Plan.
|
|
|
|
10-K
|
|
000-26640
|
|
03/01/2005
|
*
|
Pool Corporation Amended and Restated 2007 Long‑Term Incentive Plan.
|
|
X
|
|
|
|
|
|
|
|
*
|
Form of Stock Option Agreement for Employees under the Amended and Restated 2007 Long‑Term Incentive Plan.
|
|
X
|
|
|
|
|
|
|
|
*
|
Form of Restricted Stock Agreement for Employees under the Amended and Restated 2007 Long‑Term Incentive Plan.
|
|
X
|
|
|
|
|
|
|
|
*
|
Form of Stock Option Agreement for Participants Outside of the United States under the Amended and Restated 2007 Long‑Term Incentive Plan.
|
|
X
|
|
|
|
|
|
|
|
10.10
|
*
|
Form of Stock Option Agreement for Directors under the Amended and Restated 2007 Long‑Term Incentive Plan.
|
|
|
|
8-K
|
|
000-26640
|
|
05/06/2009
|
10.11
|
*
|
Form of Restricted Stock Agreement for Directors under the Amended and Restated 2007 Long-Term Incentive Plan.
|
|
|
|
8-K
|
|
000-26640
|
|
05/06/2009
|
10.12
|
*
|
Form of Employment Agreement.
|
|
|
|
10-K
|
|
000-26640
|
|
03/18/2003
|
10.13
|
*
|
Employment Agreement, dated January 25, 1999, among SCP Pool Corporation, South Central Pool Supply, Inc. and Manuel J. Perez de la Mesa.
|
|
|
|
10-K
|
|
000-26640
|
|
03/31/1999
|
10.14
|
*
|
Employment Agreement, dated January 17, 2003, between SCP Distributors, LLC and
A. David Cook.
|
|
|
|
10-K
|
|
000-26640
|
|
03/01/2005
|
10.15
|
*
|
Employment Agreement, dated January 17, 2003, between SCP Distributors, LLC and
Stephen C. Nelson.
|
|
|
|
10-K
|
|
000-26640
|
|
03/01/2005
|
10.16
|
*
|
Compensation of Non-Employee Directors.
|
|
|
|
10-K
|
|
000-26640
|
|
03/01/2010
|
10.17
|
*
|
Form of Indemnity Agreement for Directors and Officers.
|
|
|
|
10-Q
|
|
000-26640
|
|
10/29/2004
|
10.18
|
|
Lease Agreement (Mandeville Warehouse) entered into as of January 16, 2002, by and between S&C Development Company, LLC and SCP Distributors, LLC, as amended by First Amendment entered into as of February 11, 2002 by and between S&C Development Company, LLC and SCP Distributors, LLC,
|
|
|
|
10-Q
|
|
000-26640
|
|
07/30/2004
|
|
|
|
|
|
|
Incorporated by Reference
|
||||
No.
|
|
Description
|
|
Filed
with this
Form 10-K
|
|
Form
|
|
File No.
|
|
Date Filed
|
10.19
|
|
as amended by Second Amendment entered into as of January 16, 2007 by and between S&C Development Company, LLC and SCP Distributors, LLC.
|
|
|
|
10-K
|
|
000-26640
|
|
03/01/2007
|
10.20
|
|
as amended by Third Amendment entered into as of October 7, 2013 by and between S&C Development Company, LLC and SCP Distributors, LLC.
|
|
|
|
10-K
|
|
000-26640
|
|
02/27/2014
|
10.21
|
*
|
Form of Stock Option Agreement under the Non‑employee Directors Equity Incentive Plan.
|
|
|
|
10-K
|
|
000-26640
|
|
03/01/2005
|
10.22
|
*
|
Nonqualified Deferred Compensation Plan Basic Plan Document, dated March 1, 2005.
|
|
|
|
10-Q
|
|
000-26640
|
|
04/29/2005
|
10.23
|
*
|
Nonqualified Deferred Compensation Plan Adoption Agreement by and among SCP Distributors, L.L.C., Superior Pool Products, L.L.C. and Cypress, Inc., dated March 1, 2005.
|
|
|
|
10-Q
|
|
000-26640
|
|
04/29/2005
|
10.24
|
|
Trust Agreement by and among SCP Distributors, L.L.C., Superior Pool Products, L.L.C. and Cypress, Inc. and T. Rowe Price Trust Company, dated March 1, 2005.
|
|
|
|
10-Q
|
|
000-26640
|
|
04/29/2005
|
10.25
|
*
|
Pool Corporation Executive Bonus Plan.
|
|
|
|
10-K
|
|
000-26640
|
|
03/01/2010
|
10.26
|
|
Credit Agreement dated as of October 19, 2011, among Pool Corporation, as US Borrower, SCP Distributors Canada Inc., as Canadian Borrower, SCP Pool B.V., as Dutch Borrower, the Lenders, Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, JPMorgan Chase Bank, N.A., as Syndication Agent, Wells Fargo Securities, LLC and J.P. Morgan Securities, LLC, as joint Lead Arrangers and joint Bookrunners, Bank of America, N.A., Regions Bank and Capital One, N.A., as Documentation Agents, and Branch Banking and Trust Company, Comerica Bank and Union Bank, N.A.
|
|
|
|
10-Q
|
|
000-26640
|
|
10/31/2011
|
10.27
|
|
as amended by Second Amendment entered into as of April 1, 2013.
|
|
|
|
10-Q
|
|
000-26640
|
|
07/31/2013
|
10.28
|
|
as amended by Third Amendment entered into as of June 14, 2013.
|
|
|
|
10-Q
|
|
000-26640
|
|
07/31/2013
|
10.29
|
|
as amended by Fourth Amendment to Credit Agreement and First Amendment to Subsidiary Guaranty Agreement entered into as of September 20, 2013.
|
|
|
|
8-K
|
|
000-26640
|
|
09/24/2013
|
10.30
|
|
as amended by Fifth Amendment to Credit Agreement entered into as of July 25, 2014.
|
|
|
|
10-Q
|
|
000-26640
|
|
10/30/2014
|
10.31
|
|
as amended by Sixth Amendment to Credit Agreement entered into as of November 20, 2014.
|
|
|
|
8-K
|
|
000-26640
|
|
11/25/2014
|
10.32
|
*
|
Pool Corporation Strategic Plan Incentive Program.
|
|
|
|
8-K
|
|
000-26640
|
|
05/02/2013
|
10.33
|
|
Receivables Sale and Contribution Agreement, dated as of October 11, 2013, between SCP Distributors LLC, Horizon Distributors, Inc., Superior Pool Products LLC and Poolfx Supply LLC, as Originators and Superior Commerce LLC, as Buyer.
|
|
|
|
8-K
|
|
000-26640
|
|
10/17/2013
|
|
|
|
|
|
|
Incorporated by Reference
|
||||
No.
|
|
Description
|
|
Filed
with this
Form 10-K
|
|
Form
|
|
File No.
|
|
Date Filed
|
10.34
|
|
Receivables Purchase Agreement, dated as of October 11, 2013, among Superior Commerce LLC as Seller, SCP Distributors LLC, as the Servicer, the Purchasers from time to time thereto, The Bank of Tokyo‑Mitsubishi UFJ, Ltd., New York Branch, as the Victory Group Co-Agent and Wells Fargo Bank, National Association, as the Wells Group Co-Agent and as Administrative Agent.
|
|
|
|
8-K
|
|
000-26640
|
|
10/17/2013
|
10.35
|
|
as amended by Second Amendment to the Receivables Purchase Agreement dated as of June 25, 2014.
|
|
|
|
10-Q
|
|
000-26640
|
|
07/30/2014
|
10.36
|
|
as amended by Third Amendment to the Receivables Purchase Agreement dated as of October 24, 2014.
|
|
|
|
8-K
|
|
000-26640
|
|
10/28/2014
|
10.37
|
|
Performance Undertaking, dated as of October 11, 2013, by and between Pool Corporation and Superior Commerce LLC.
|
|
|
|
8-K
|
|
000-26640
|
|
10/17/2013
|
|
Subsidiaries of the registrant.
|
|
X
|
|
|
|
|
|
|
|
|
Consent of Ernst & Young LLP.
|
|
X
|
|
|
|
|
|
|
|
|
Certification by Mark W. Joslin pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
Certification by Manuel J. Perez de la Mesa pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
Certification by Manuel J. Perez de la Mesa and Mark W. Joslin pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
101.INS
|
+
|
XBRL Instance Document
|
|
X
|
|
|
|
|
|
|
101.SCH
|
+
|
XBRL Taxonomy Extension Schema Document
|
|
X
|
|
|
|
|
|
|
101.CAL
|
+
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
X
|
|
|
|
|
|
|
101.DEF
|
+
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
X
|
|
|
|
|
|
|
101.LAB
|
+
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
X
|
|
|
|
|
|
|
101.PRE
|
+
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
X
|
|
|
|
|
|
|
*
|
Indicates a management contract or compensatory plan or arrangement
|
+
|
Attached as Exhibit 101 to this report are the following items formatted in XBRL (Extensible Business Reporting Language):
|
1.
|
Consolidated Statements of Income for the
years ended December 31, 2014, December 31, 2013 and December 31, 2012
;
|
2.
|
Consolidated Statements of Comprehensive Income for the
years ended December 31, 2014, December 31, 2013 and December 31, 2012
;
|
3.
|
Consolidated Balance Sheets at
December 31, 2014 and December 31, 2013
;
|
4.
|
Consolidated Statements of Cash Flows for the
years ended December 31, 2014, December 31, 2013 and December 31, 2012
;
|
5.
|
Consolidated Statements of Changes in Stockholders’ Equity for the
years ended December 31, 2014, December 31, 2013 and December 31, 2012
; and
|
6.
|
Notes to Consolidated Financial Statements.
|
6.
|
Stock Options. A stock option is a right to purchase shares of Common Stock from POOL. Each stock option granted by the Committee under this Plan shall be subject to the following terms and conditions:
|
8.
|
Performance Goals for Section 162(m) Awards. To the extent that shares of restricted stock granted under the Plan are intended to qualify as “performance-based compensation” under Section 162(m), the vesting or grant of such awards shall be conditioned on the achievement of one or more performance goals and must satisfy the other requirements of Section 162(m). The performance goals pursuant to which such shares of restricted stock shall vest or be granted shall be any or a combination of the following performance measures applied to the Company, POOL, a division or a subsidiary: earnings per share, return on assets, an economic value added measure, shareholder return, earnings, stock price, return on equity, return on total capital, reduction of expenses, increase in cash flow, increase in revenues or customer growth. The performance goals may be subject to such adjustments as are specified in advance by the Committee. For any performance period, such performance objectives may be measured on an absolute basis or relative to a group of peer companies selected by the Committee, relative to internal goals or relative to levels attained in prior years. For grants intended to qualify as performance-based compensation under Section 162(m), the Committee may not waive any of the pre-established performance goal objectives, except for an automatic waiver under Section 9.10 hereof, or as may be provided by the Committee in the event of death or disability.
|
POOL CORPORATION
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
|
|
|
Optionee
|
"COMPANY"
|
|
|
|
POOL CORPORATION
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
"Recipient"
|
|
|
|
|
|
Name:
|
|
Subsidiary
|
State or Jurisdiction of
Incorporation or Organization
|
SCP Distributors LLC
|
Delaware
|
Superior Commerce LLC
|
Delaware
|
Splash Holdings, Inc.
|
Delaware
|
Alliance Trading, Inc.
|
Delaware
|
SCP Acquisition Co. LLC
|
Delaware
|
Superior Pool Products LLC
|
Delaware
|
SCP International, Inc.
|
Delaware
|
Pool Development LLC
|
Delaware
|
Horizon Distributors, Inc.
|
Delaware
|
POOLCORP Financial Inc.
|
Delaware
|
POOLCORP Financial Mortgage LLC
|
Delaware
|
Poolfx Supply LLC
|
Delaware
|
Cypress, Inc.
|
Nevada
|
SCP Pool Holdings B.V.
|
Netherlands
|
SCP Pool B.V.
|
Netherlands
|
SCP (UK) Holdings Limited
|
United Kingdom
|
SCP (UK) Limited
|
United Kingdom
|
Garden Leisure Products Limited
|
United Kingdom
|
The Swimming Pool Warehouse Limited
|
United Kingdom
|
Cascade Swimming Pools Limited
|
United Kingdom
|
Norcal Pool Supplies Limited
|
United Kingdom
|
SCP Pool Portugal LDA
|
Portugal
|
SCP Pool Distributors Spain S.L.
|
Spain
|
SCP Europe SAS
|
France
|
SCP France SAS
|
France
|
SCP Italy S.r.l.
|
Italy
|
SCP Benelux SA
|
Belgium
|
SCP Germany GmbH
|
Germany
|
SCP Distributors Canada Inc.
|
Ontario
|
SCP Mexico S.A. de C.V.
|
Mexico
|
Pool Distributors Colombia S.A.S.
|
Colombia
|
Pool Systems Pty. Ltd.
|
Australia
|
1.
|
I have reviewed this annual report on Form 10-K 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: February 26, 2015
|
/s/ MARK W. JOSLIN
|
|
Mark W. Joslin
|
|
Vice President and Chief Financial Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date: February 26, 2015
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/s/ MANUEL J. PEREZ DE LA MESA
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Manuel J. Perez de la Mesa
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President and Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ MANUEL J. PEREZ DE LA MESA
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Manuel J. Perez de la Mesa
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President and Chief Executive Officer
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/s/ MARK W. JOSLIN
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Mark W. Joslin
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Vice President and Chief Financial Officer
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