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, 2022~~March 31, 2023


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

For the transition period from to

Commission File Number: 0-26640


POOL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware		36-3943363
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

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

(985) 892-5521

(Registrant’s telephone number, including area code)

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, 2022,~~April 24, 2023, there were ~~39,590,630~~39,038,250 shares of common stock outstanding.

POOL CORPORATION

Form 10-Q

For the Quarter Ended ~~June 30, 2022~~March 31, 2023

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	76

	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		1412

	Item 3. Quantitative and Qualitative Disclosures about Market Risk		3025

	Item 4. Controls and Procedures		3025

PART II. OTHER INFORMATION

	Item 1. Legal Proceedings		3126

	Item 1A. Risk Factors		3126

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		3126

	Item 6. Exhibits		3227

SIGNATURE			3328

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					Three Months Ended
		June 30,				June 30,					March 31,
		2022		2021		2022		2021			2023		2022
Net sales	Net sales	$	2,055,818	$	1,787,833	$	3,468,468	$	2,848,579	Net sales	$	1,206,774	$	1,412,650
Cost of sales	Cost of sales	1,389,014		1,236,148		2,354,474		1,995,762		Cost of sales	837,019		965,461
Gross profit	Gross profit	666,804		551,685		1,113,994		852,817		Gross profit	369,755		447,189
Selling and administrative expenses	Selling and administrative expenses	247,916		213,099		459,382		385,200		Selling and administrative expenses	223,984		211,466

Operating income	Operating income	418,888		338,586		654,612		467,617		Operating income	145,771		235,723
Interest and other non-operating expenses, net	Interest and other non-operating expenses, net	8,523		1,963		13,722		4,545		Interest and other non-operating expenses, net	15,835		5,198
Income before income taxes and equity in earnings	Income before income taxes and equity in earnings	410,365		336,623		640,890		463,072		Income before income taxes and equity in earnings	129,936		230,525
Provision for income taxes	Provision for income taxes	103,160		76,985		154,482		104,854		Provision for income taxes	28,273		51,322
Equity in earnings of unconsolidated investments, net	Equity in earnings of unconsolidated investments, net	78		57		136		132		Equity in earnings of unconsolidated investments, net	36		58

Net income	Net income	$	307,283	$	259,695	$	486,544	$	358,350	Net income	$	101,699	$	179,261

Earnings per share attributable to common stockholders:	Earnings per share attributable to common stockholders:									Earnings per share attributable to common stockholders:
Basic	Basic	$	7.71	$	6.47	$	12.16	$	8.92	Basic	$	2.60	$	4.46
Diluted	Diluted	$	7.63	$	6.37	$	12.03	$	8.78	Diluted	$	2.58	$	4.41
Weighted average common shares outstanding:	Weighted average common shares outstanding:									Weighted average common shares outstanding:
Basic	Basic	39,660		40,125		39,795		40,169		Basic	38,877		39,932
Diluted	Diluted	40,064		40,745		40,231		40,800		Diluted	39,189		40,392

Cash dividends declared per common share	Cash dividends declared per common share	$	1.00	$	0.80	$	1.80	$	1.38	Cash dividends declared per common share	$	1.00	$	0.80

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					Three Months Ended
		June 30,				June 30,					March 31,
		2022		2021		2022		2021			2023		2022
Net income	Net income	$	307,283	$	259,695	$	486,544	$	358,350	Net income	$	101,699	$	179,261
Other comprehensive (loss) income:	Other comprehensive (loss) income:									Other comprehensive (loss) income:
Foreign currency translation (losses) gains		(7,125)		1,302		(7,339)		34
Change in unrealized gains (losses) on interest rate swaps, net of change in taxes of $(1,631), $719, $(5,497), and $(2,327)		4,893		(2,157)		16,491		6,980
Foreign currency translation gain (loss)										Foreign currency translation gain (loss)	2,469		(214)
Unrealized (loss) gain on interest rate swaps, net of the change in taxes of $1,269 and $(3,866)										Unrealized (loss) gain on interest rate swaps, net of the change in taxes of $1,269 and $(3,866)	(3,809)		11,598
Total other comprehensive (loss) income	Total other comprehensive (loss) income	(2,232)		(855)		9,152		7,014		Total other comprehensive (loss) income	(1,340)		11,384
Comprehensive income	Comprehensive income	$	305,051	$	258,840	$	495,696	$	365,364	Comprehensive income	$	100,359	$	190,645

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,			March 31,		March 31,		December 31,
		2022		2021		2021			2023		2022		2022
		(Unaudited)		(Unaudited)		(Audited)			(Unaudited)		(Unaudited)		(Audited)
Assets	Assets							Assets
Current assets:	Current assets:							Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	91,481	$	58,465	$	24,321	Cash and cash equivalents	$	26,470	$	35,365	$	45,591
Receivables, net	Receivables, net	239,639		210,318		155,259		Receivables, net	163,048		195,951		128,247
Receivables pledged under receivables facility	Receivables pledged under receivables facility	516,946		375,248		221,312		Receivables pledged under receivables facility	401,123		483,976		223,201
Product inventories, net	Product inventories, net	1,579,101		894,654		1,339,100		Product inventories, net	1,686,683		1,641,155		1,591,060
Prepaid expenses and other current assets	Prepaid expenses and other current assets	43,317		18,716		29,093		Prepaid expenses and other current assets	27,875		42,310		30,892
Total current assets	Total current assets	2,470,484		1,557,401		1,769,085		Total current assets	2,305,199		2,398,757		2,018,991

Property and equipment, net	Property and equipment, net	183,480		111,661		179,008		Property and equipment, net	200,997		180,504		193,709
Goodwill	Goodwill	692,972		283,284		688,364		Goodwill	693,242		688,350		691,993
Other intangible assets, net	Other intangible assets, net	309,375		12,350		312,814		Other intangible assets, net	303,753		310,848		305,450
Equity interest investments	Equity interest investments	1,179		1,293		1,231		Equity interest investments	1,206		1,184		1,248
Operating lease assets	Operating lease assets	259,571		221,068		241,662		Operating lease assets	274,428		260,285		269,608
Other assets	Other assets	45,044		26,978		37,967		Other assets	84,004		42,213		84,438
Total assets	Total assets	$	3,962,105	$	2,214,035	$	3,230,131	Total assets	$	3,862,829	$	3,882,141	$	3,565,437

Liabilities and stockholders’ equity	Liabilities and stockholders’ equity							Liabilities and stockholders’ equity
Current liabilities:	Current liabilities:							Current liabilities:
Accounts payable	Accounts payable	$	604,225	$	439,453	$	398,697	Accounts payable	$	739,749	$	685,946	$	406,667
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	195,529		184,437		264,877		Accrued expenses and other current liabilities	126,093		179,552		168,521
Short-term borrowings and current portion of long-term debt	Short-term borrowings and current portion of long-term debt	19,731		10,058		11,772		Short-term borrowings and current portion of long-term debt	33,080		21,265		25,042
Current operating lease liabilities	Current operating lease liabilities	71,550		63,786		69,070		Current operating lease liabilities	78,498		71,685		75,484
Total current liabilities	Total current liabilities	891,035		697,734		744,416		Total current liabilities	977,420		958,448		675,714

Deferred income taxes	Deferred income taxes	42,380		30,440		35,840		Deferred income taxes	57,868		40,944		58,759
Long-term debt, net	Long-term debt, net	1,575,667		413,058		1,171,578		Long-term debt, net	1,332,670		1,483,808		1,361,761
Other long-term liabilities	Other long-term liabilities	32,109		38,079		31,545		Other long-term liabilities	37,623		32,940		35,471
Non-current operating lease liabilities	Non-current operating lease liabilities	191,856		159,976		175,359		Non-current operating lease liabilities	200,498		191,723		198,538
Total liabilities	Total liabilities	2,733,047		1,339,287		2,158,738		Total liabilities	2,606,079		2,707,863		2,330,243

Stockholders’ equity:	Stockholders’ equity:							Stockholders’ equity:
Common stock, $0.001 par value; 100,000,000 shares authorized; 39,588,231, 40,131,570 and 40,192,901 shares issued and outstanding at June 30, 2022, June 30, 2021 and December 31, 2021, respectively		40		40		40
Common stock, $0.001 par value; 100,000,000 shares authorized; 39,032,631, 40,110,126 and 39,069,419 shares issued and outstanding at March 31, 2023, March 31, 2022 and December 31, 2022, respectively								Common stock, $0.001 par value; 100,000,000 shares authorized; 39,032,631, 40,110,126 and 39,069,419 shares issued and outstanding at March 31, 2023, March 31, 2022 and December 31, 2022, respectively	39		40		39
Additional paid-in capital	Additional paid-in capital	564,641		535,046		551,963		Additional paid-in capital	586,595		558,755		575,776
Retained earnings	Retained earnings	662,709		346,667		526,874		Retained earnings	665,561		611,583		653,484
Accumulated other comprehensive income (loss)		1,668		(7,005)		(7,484)
Accumulated other comprehensive income								Accumulated other comprehensive income	4,555		3,900		5,895
Total stockholders’ equity	Total stockholders’ equity	1,229,058		874,748		1,071,393		Total stockholders’ equity	1,256,750		1,174,278		1,235,194
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	3,962,105	$	2,214,035	$	3,230,131	Total liabilities and stockholders’ equity	$	3,862,829	$	3,882,141	$	3,565,437

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					Three Months Ended
		June 30,					March 31,
		2022		2021			2023		2022
Operating activities	Operating activities					Operating activities
Net income	Net income	$	486,544	$	358,350	Net income	$	101,699	$	179,261
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:						Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	Depreciation	15,376		13,884		Depreciation	7,632		7,663
Amortization	Amortization	4,358		723		Amortization	2,135		2,192
Share-based compensation	Share-based compensation	7,571		7,549		Share-based compensation	4,923		3,657

Equity in earnings of unconsolidated investments, net	Equity in earnings of unconsolidated investments, net	(136)		(132)		Equity in earnings of unconsolidated investments, net	(36)		(58)

Other	Other	7,185		4,812		Other	2,732		5,777
Changes in operating assets and liabilities, net of effects of acquisitions:	Changes in operating assets and liabilities, net of effects of acquisitions:					Changes in operating assets and liabilities, net of effects of acquisitions:
Receivables	Receivables	(384,245)		(295,342)		Receivables	(211,015)		(303,400)
Product inventories	Product inventories	(251,090)		(114,792)		Product inventories	(96,011)		(306,582)
Prepaid expenses and other assets	Prepaid expenses and other assets	(20,573)		(16,865)		Prepaid expenses and other assets	(5,786)		(23,330)
Accounts payable	Accounts payable	208,017		170,368		Accounts payable	332,800		287,449
Accrued expenses and other current liabilities		(44,276)		58,673
Net cash provided by operating activities		28,731		187,228
Accrued expenses and other liabilities						Accrued expenses and other liabilities	(35,870)		(60,738)
Net cash provided by (used in) operating activities						Net cash provided by (used in) operating activities	103,203		(208,109)

Investing activities	Investing activities					Investing activities
Acquisition of businesses, net of cash acquired	Acquisition of businesses, net of cash acquired	(7,629)		(15,162)		Acquisition of businesses, net of cash acquired	(1,760)		—
Purchases of property and equipment, net of sale proceeds	Purchases of property and equipment, net of sale proceeds	(19,802)		(17,333)		Purchases of property and equipment, net of sale proceeds	(15,570)		(9,159)

Other investments, net						Other investments, net	(230)		—
Net cash used in investing activities	Net cash used in investing activities	(27,431)		(32,495)		Net cash used in investing activities	(17,560)		(9,159)

Financing activities	Financing activities					Financing activities
Proceeds from revolving line of credit	Proceeds from revolving line of credit	1,122,186		549,008		Proceeds from revolving line of credit	256,079		564,288
Payments on revolving line of credit	Payments on revolving line of credit	(1,128,902)		(505,636)		Payments on revolving line of credit	(376,895)		(604,960)
Proceeds from term loan under credit facility	Proceeds from term loan under credit facility	250,000		—		Proceeds from term loan under credit facility	—		250,000
Proceeds from asset-backed financing	Proceeds from asset-backed financing	215,000		260,000		Proceeds from asset-backed financing	151,200		155,000
Payments on asset-backed financing	Payments on asset-backed financing	(50,000)		(290,000)		Payments on asset-backed financing	(51,100)		(50,000)
Payments on term facility	Payments on term facility	(4,625)		(4,625)		Payments on term facility	(2,313)		(2,313)
Proceeds from short-term borrowings and current portion of long-term debt	Proceeds from short-term borrowings and current portion of long-term debt	24,767		4,466		Proceeds from short-term borrowings and current portion of long-term debt	3,011		10,277
Payments on short-term borrowings and current portion of long-term debt	Payments on short-term borrowings and current portion of long-term debt	(16,808)		(6,277)		Payments on short-term borrowings and current portion of long-term debt	(1,223)		(784)

Payments of deferred and contingent acquisition consideration	Payments of deferred and contingent acquisition consideration	(1,374)		(362)		Payments of deferred and contingent acquisition consideration	(551)		(1,374)

Proceeds from stock issued under share-based compensation plans	Proceeds from stock issued under share-based compensation plans	5,107		7,918		Proceeds from stock issued under share-based compensation plans	5,896		3,135
Payments of cash dividends	Payments of cash dividends	(72,028)		(55,418)		Payments of cash dividends	(39,073)		(32,132)
Purchases of treasury stock	Purchases of treasury stock	(278,680)		(90,135)		Purchases of treasury stock	(50,549)		(62,420)
Net cash provided by (used in) financing activities		64,643		(131,061)
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(105,518)		228,717
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	1,217		665		Effect of exchange rate changes on cash and cash equivalents	754		(405)
Change in cash and cash equivalents	Change in cash and cash equivalents	67,160		24,337		Change in cash and cash equivalents	(19,121)		11,044
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	24,321		34,128		Cash and cash equivalents at beginning of period	45,591		24,321
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	91,481	$	58,465	Cash and cash equivalents at end of period	$	26,470	$	35,365

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					Common Stock			Additional Paid-In		Retained		Accumulated Other Comprehensive
		Shares	Amount		Capital		Earnings		(Loss) Income		Total			Shares	Amount		Capital		Earnings		Income		Total
Balance at December 31, 2021		40,193	$	40	$	551,963	$	526,874	$	(7,484)	$	1,071,393
Balance at December 31, 2022													Balance at December 31, 2022	39,069	$	39	$	575,776	$	653,484	$	5,895	$	1,235,194
Net income	Net income	—	—		—		179,261		—		179,261		Net income	—	—		—		101,699		—		101,699
Foreign currency translation	Foreign currency translation	—	—		—		—		(214)		(214)		Foreign currency translation	—	—		—		—		2,469		2,469
Interest rate swaps, net of the change in taxes of $(3,866)		—	—		—		—		11,598		11,598
Repurchases of common stock, net of retirements		(138)	—		—		(62,420)		—		(62,420)
Share-based compensation		—	—		3,657		—		—		3,657

Issuance of stock under share-based compensation plans		55	—		3,135		—		—		3,135
Declaration of cash dividends		—	—		—		(32,132)		—		(32,132)
Balance at March 31, 2022		40,110	$	40	$	558,755	$	611,583	$	3,900	$	1,174,278
Net income		—	—		—		307,283		—		307,283
Foreign currency translation		—	—		—		—		(7,125)		(7,125)
Interest rate swaps, net of the change in taxes of $(1,631)		—	—		—		—		4,893		4,893
Interest rate swaps, net of the change in taxes of $1,269													Interest rate swaps, net of the change in taxes of $1,269	—	—		—		—		(3,809)		(3,809)
Repurchases of common stock, net of retirements	Repurchases of common stock, net of retirements	(547)	—		—		(216,261)		—		(216,261)		Repurchases of common stock, net of retirements	(144)	—		—		(50,549)		—		(50,549)
Share-based compensation	Share-based compensation	—	—		3,914		—		—		3,914		Share-based compensation	—	—		4,923		—		—		4,923
Issuance of stock under share-based compensation plans	Issuance of stock under share-based compensation plans	25	—		1,972		—		—		1,972		Issuance of stock under share-based compensation plans	108	—		5,896		—		—		5,896
Declaration of cash dividends	Declaration of cash dividends	—	—		—		(39,896)		—		(39,896)		Declaration of cash dividends	—	—		—		(39,073)		—		(39,073)
Balance at June 30, 2022		39,588	$	40	$	564,641	$	662,709	$	1,668	$	1,229,058
Balance at March 31, 2023													Balance at March 31, 2023	39,033	$	39	$	586,595	$	665,561	$	4,555	$	1,256,750


		Common Stock			Additional Paid-In		Retained		Accumulated Other Comprehensive					Common Stock			Additional Paid-In		Retained		Accumulated Other Comprehensive
		Shares	Amount		Capital		Earnings		Loss		Total			Shares	Amount		Capital		Earnings		Income		Total
Balance at December 31, 2020		40,232	$	40	$	519,579	$	133,870	$	(14,019)	$	639,470
Balance at December 31, 2021													Balance at December 31, 2021	40,193	$	40	$	551,963	$	526,874	$	(7,484)	$	1,071,393
Net income	Net income	—	—		—		98,655		—		98,655		Net income	—	—		—		179,261		—		179,261
Foreign currency translation	Foreign currency translation	—	—		—		—		(1,268)		(1,268)		Foreign currency translation	—	—		—		—		(214)		(214)
Interest rate swaps, net of the change in taxes of $(3,046)		—	—		—		—		9,137		9,137
Interest rate swaps, net of the change in taxes of $(3,866)													Interest rate swaps, net of the change in taxes of $(3,866)	—	—		—		—		11,598		11,598
Repurchases of common stock, net of retirements	Repurchases of common stock, net of retirements	(215)	—		—		(71,516)		—		(71,516)		Repurchases of common stock, net of retirements	(138)	—		—		(62,420)		—		(62,420)
Share-based compensation	Share-based compensation	—	—		3,837		—		—		3,837		Share-based compensation	—	—		3,657		—		—		3,657

Issuance of stock under share-based compensation plans	Issuance of stock under share-based compensation plans	69	—		2,912		—		—		2,912		Issuance of stock under share-based compensation plans	55	—		3,135		—		—		3,135
Declaration of cash dividends	Declaration of cash dividends	—	—		—		(23,299)		—		(23,299)		Declaration of cash dividends	—	—		—		(32,132)		—		(32,132)
Balance at March 31, 2021		40,086	$	40	$	526,328	$	137,710	$	(6,150)	$	657,928
Net income		—	—		—		259,695		—		259,695
Foreign currency translation		—	—		—		—		1,302		1,302
Interest rate swaps, net of the change in taxes of $719		—	—		—		—		(2,157)		(2,157)
Repurchases of common stock, net of retirements		(45)	—		—		(18,619)		—		(18,619)
Share-based compensation		—	—		3,712		—		—		3,712
Issuance of stock under share-based compensation plans		90	—		5,006		—		—		5,006
Declaration of cash dividends		—	—		—		(32,119)		—		(32,119)
Balance at June 30, 2021		40,131	$	40	$	535,046	$	346,667	$	(7,005)	$	874,748
Balance at March 31, 2022													Balance at March 31, 2022	40,110	$	40	$	558,755	$	611,583	$	3,900	$	1,174,278

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 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 ~~2021~~2022 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 ~~2021~~2022 Annual Report on Form 10-K. The results for our ~~three and six-month periods~~three-month period ended ~~June 30, 2022,~~March 31, 2023, are not necessarily indicative of the expected results for our fiscal year ending December 31, ~~2022.~~2023.

~~0Income~~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 ~~$1.6~~$4.8 million in the ~~second~~first quarter of ~~2022~~2023 compared to ~~$7.7~~$7.3 million in the ~~second~~first quarter of ~~2021 and $8.9 million in the six months ended June 30, 2022, compared to $11.7 million in the six months ended June 30, 2021.~~2022.

Retained Earnings

We account for the retirement of treasury shares as a reduction of Retained earnings. As of ~~June 30, 2022,~~March 31, 2023, the Retained earnings on our Consolidated Balance Sheets reflects cumulative net income, the cumulative impact of adjustments for changes in accounting pronouncements, treasury share retirements since the inception of our share repurchase programs of ~~$1.9~~$2.2 billion and cumulative dividends of ~~$862.4~~$980.1 million.

Accumulated Other Comprehensive Income ~~(Loss)~~

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

June 30, December 31,
2022 2021 2021
Foreign currency translation adjustments $ (16,919) $ (4,882) $ (9,580)
Unrealized gains (losses) on interest rate swaps, net of tax 18,587 (2,123) 2,096
Accumulated other comprehensive income (loss) $ 1,668 $ (7,005) $ (7,484)


	March 31,				December 31,
	2023		2022		2022
Foreign currency translation adjustments	$	(17,139)	$	(9,794)	$	(19,608)
Unrealized gains on interest rate swaps, net of tax	21,694		13,694		25,503
Accumulated other comprehensive income	$	4,555	$	3,900	$	5,895

Recent Accounting Pronouncements Pending Adoption

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


Standard	Description	Effective Date	Effect on Financial Statements and Other Significant Matters
ASU 2020-04, Reference Rate Reform (Topic 848):, Facilitation of the Effects of Reference Rate Reform on Financial Reporting ~~and~~ ASU 2021-01, Reference Rate Reform (Topic 848): Scope ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848	~~Provides~~ASU 2020-04, Reference Rate Reform (Topic 848), provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ~~new~~ guidance provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. These transactions ~~include:~~include contract modifications, hedging relationships and sale or transfer of debt securities classified as held-to-maturity. Entities may apply the provisions of the new standard as of the beginning of the reporting period when the election is made. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope,~~. The amendments in this ASU refine~~ which refined the scope of ASC 848 and ~~clarify~~clarified some of its guidance as it relates to recent rate reform activities. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extended the date for using optional expedients and exceptions to December 31, 2024.	The provisions of these updates are ~~only~~ available until December 31, ~~2022, when the reference rate replacement activity is expected to be completed.~~2024.	~~Our exposure~~In 2022, we adopted the hedge accounting expedient related to the probability of forecasted transactions to assert probability of the hedged interest regardless of any expected ~~cessation of LIBOR is limited~~modification related to ~~the interest expense and certain fees we incur on balances outstanding under our three major credit facilities.~~reference rate reform. We may apply other elections as applicable. We do not expect that there will be a material impact to the financial statements as a result of adopting any of the optional expedient or exceptions from these ASUs.

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 ~~218 thousand in the second quarter of 2022 and 229 thousand~~213,000 for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 239,000 for the three months ended March 31, 2022.

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					Three Months Ended
		June 30,				June 30,					March 31,
		2022		2021		2022		2021			2023		2022
Net income	Net income	$	307,283	$	259,695	$	486,544	$	358,350	Net income	$	101,699	$	179,261
Amounts allocated to participating securities	Amounts allocated to participating securities	(1,680)		—		(2,762)		—		Amounts allocated to participating securities	(548)		(1,051)
Net income attributable to common stockholders	Net income attributable to common stockholders	$	305,603	$	259,695	$	483,782	$	358,350	Net income attributable to common stockholders	$	101,151	$	178,210

Weighted average common shares outstanding:	Weighted average common shares outstanding:									Weighted average common shares outstanding:
Basic	Basic	39,660		40,125		39,795		40,169		Basic	38,877		39,932
Effect of dilutive securities:	Effect of dilutive securities:									Effect of dilutive securities:
Stock options and employee stock purchase plan	Stock options and employee stock purchase plan	404		620		436		631		Stock options and employee stock purchase plan	312		460
Diluted	Diluted	40,064		40,745		40,231		40,800		Diluted	39,189		40,392

Earnings per share attributable to common stockholders:	Earnings per share attributable to common stockholders:									Earnings per share attributable to common stockholders:
Basic	Basic	$	7.71	$	6.47	$	12.16	$	8.92	Basic	$	2.60	$	4.46
Diluted	Diluted	$	7.63	$	6.37	$	12.03	$	8.78	Diluted	$	2.58	$	4.41

Anti-dilutive stock options excluded from diluted earnings per share computations (1)	Anti-dilutive stock options excluded from diluted earnings per share computations (1)	33		—		1		—		Anti-dilutive stock options excluded from diluted earnings per share computations (1)	64		1

(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 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.

In April 2022, we acquired the distribution assets of Tri-State Pool Distributors, a wholesale distributor of swimming pool equipment, chemicals and supplies, adding 1one location in West Virginia.

On December 16, 2021, we acquired Porpoise Pool & Patio, Inc. (“Porpoise”) for $788.7 million, net of cash acquired. The acquisition was funded with borrowings on our amended and restated revolving credit facility (the “Credit Facility”). Porpoise’s primary operations, Sun Wholesale Supply, Inc., a wholesale distributor of swimming pool and outdoor-living products, added 1 distribution location in Florida. It also services Pinch A Penny, Inc., a franchisor of independently owned and operated pool and outdoor living-related specialty retail stores.

We preliminarily recognized goodwill of $403.5 million, other intangible assets of $301.0 million and tangible assets of $84.2 million, which included $57.4 million of acquired land and buildings. For additional discussion of goodwill and other intangible assets, see Note 3 of “Notes to Consolidated Financial Statements,” included in Part II, Item 8 of our 2021 Annual Report on Form 10-K. The final allocation of the fair value of the Porpoise acquisition, including the allocation of goodwill and intangible assets, is not complete but will be finalized within the allowable measurement period. We do not expect the future results of this acquisition to have a material impact on our financial position or results of operations.

~~In December 2021, we acquired the distribution assets of Wingate Supply, Inc., a wholesale distributor of irrigation and landscape maintenance products, adding 1 location in Florida.~~

~~In June 2021, we acquired the distribution assets of Vak Pak Builders Supply, Inc., a wholesale distributor of swimming pool equipment, chemicals and supplies, adding 1 location in Florida.~~

~~In April 2021, we acquired Pool Source, LLC, a wholesale distributor of swimming pool equipment, chemicals and supplies, adding 1 location in Tennessee.~~

~~Other than the Porpoise acquisition, 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, our deferred compensation plan asset and liability and contingent consideration related to recent acquisitions. 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.

~~Recurring Fair Value Measurements~~

The table below presents ~~the estimated~~our assets and liabilities measured and recorded at fair ~~values of our interest rate swap contracts, our forward-starting interest rate swap contracts and our contingent consideration liabilities~~value on a recurring basis (in thousands):


		Fair Value at June 30,							Fair Value at March 31,
		2022		2021			Input Level	Classification	2023		2022
Level 2
Assets						Assets
Unrealized gains on interest rate swaps	Unrealized gains on interest rate swaps	$	24,828	$	4,641	Unrealized gains on interest rate swaps	Level 2	Other assets	$	28,970	$	18,817
Deferred compensation plan asset						Deferred compensation plan asset	Level 1	Other assets	14,014		18,338

Liabilities						Liabilities
Contingent consideration liabilities						Contingent consideration liabilities	Level 3	Accrued expenses and other current liabilities	$	—	$	600
Unrealized losses on interest rate swaps	Unrealized losses on interest rate swaps	—		7,425		Unrealized losses on interest rate swaps	Level 2	Accrued expenses and other current liabilities	—		514

Level 3
Contingent consideration liabilities		$	582	$	1,008
Deferred compensation plan liability						Deferred compensation plan liability	Level 1	Other long-term liabilities	14,014		18,338

Interest Rate Swaps

~~For~~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 ~~contracts, we use significant other observable market data or assumptions (Level 2 inputs)~~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 include unrealized gains in Prepaid expenses and other current assets and unrealized losses in Accrued expenses and other current liabilities on the Consolidated Balance Sheets.~~

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 income ~~(loss)~~ on the Consolidated Balance Sheets.

We currently have ~~three interest rate~~two swap contracts in ~~place, two of which became effective on November 20, 2020, and terminate on September 29, 2022, and a third that became effective on February 26, 2021, and terminates on February 28, 2025.~~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 income ~~(loss)~~ 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

Derivative

Inception Date

Effective Date

Termination Date

Notional Amount
(in millions)

Fixed Interest Rate

Interest rate swap 1

May 7, 2019

November 20, 2020

September 29, 2022

$75.0

2.0925%

Interest rate swap 1

February 5, 2020

February 26, 2021

February 28, 2025

$150.0

1.3800%

Interest rate swap 2

July 25, 2019

November 20, 2020

September 29, 2022

$75.0

1.5500%

Interest rate swap 2

March 9, 2020

September 29, 2022

February 26, 2027

$150.0

0.7400%

Interest rate swap 3

February 5, 2020

February 26, 2021

February 28, 2025

$150.0

1.3800%

For the interest rate swap contracts in effect at ~~June 30, 2022,~~March 31, 2023, 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 income ~~(loss)~~ on the Consolidated Balance Sheets to Interest and other non-operating expenses, net on the Consolidated Statements of Income. ~~This amount was~~These amounts were not material in the ~~six-month period~~three-month periods ended ~~June 30,~~March 31, 2023 or March 31, 2022.

We have entered into a forward-starting interest rate swap ~~contracts~~contract to extend the hedged period for future interest payments on a portion of our variable rate borrowings. These swap contracts will convert the variable interest rate to a fixed interest rate on our variable rate borrowings. We record changes in the estimated fair value of these forward-starting interest rate swap contracts to Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets.

The following table provides details related to ~~each of~~ our forward-starting interest rate swap ~~contracts:~~contract:
Derivative Inception Date Effective Date Termination Date Notional
Amount
(in millions) Fixed
Interest
Rate
Forward-starting interest rate swap 1 March 9, 2020 September 29, 2022 February 26, 2027 $150.0 0.7400%
Forward-starting interest rate swap 2 March 9, 2020 February 28, 2025 February 26, 2027 $150.0 0.8130%

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

0.8130%

Failure 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 ~~contracts~~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 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 in 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).

Nonrecurring Fair Value Measurements

In addition to our assets and liabilities that we measure at fair value on a recurring basis, our assets and liabilities are also subject to nonrecurring fair value measurements. Generally, our assets ~~including long-lived assets, goodwill and intangible assets,~~ are recorded at fair value on a nonrecurring basis as a result of impairment charges or business combinations. In the ~~six~~three months ended ~~June 30,~~March 31, 2023 and March 31, 2022, we did not record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition.

~~Other~~

The carrying values of cash, receivables, accounts payable and accrued liabilities approximate fair value due to the short maturity of those instruments. The carrying value of long-term debt approximates fair value (Level 3 inputs). 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).

1210

Note 5 – Debt

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

June 30,
2022 2021
Variable rate debt
Short-term borrowings $ 10,152 $ —
Current portion of long-term debt:
Australian credit facility 9,579 10,058
Short-term borrowings and current portion of long-term debt 19,731 10,058
Long-term portion:
Revolving credit facility 566,210 152,396
Term loan under credit facility 500,000 —
Term facility 161,875 171,125
Receivables securitization facility 350,000 90,000
Less: financing costs, net 2,418 463
Long-term debt, net 1,575,667 413,058
Total debt $ 1,595,398 $ 423,116

On January 4, 2022, we drew the $250.0 million incremental term loan available under our December 30, 2021 amendment to our Second Amended and Restated Credit Agreement (the “Credit Facility”) and used the net proceeds to reduce our revolving borrowings under the Credit Facility. At June 30, 2022, the $500.0 million of term loans available under the Credit Facility were fully drawn.


	March 31,
	2023		2022
Variable rate debt
Short-term borrowings	$	3,011	$	10,854
Current portion of long-term debt:
Australian credit facility	11,319		10,411
Current portion of term loans under credit facility	18,750		—
Short-term borrowings and current portion of long-term debt	$	33,080	$	21,265

Long-term portion:
Revolving credit facility	398,895		532,253
Term loan under credit facility	481,250		500,000
Term facility	154,938		164,188
Receivables securitization facility	299,600		290,000
Less: financing costs, net	2,013		2,633
Long-term debt, net	1,332,670		1,483,808
Total debt	$	1,365,750	$	1,505,073

Our accounts receivable securitization facility (the “Receivables Facility”) provides for the sale of certain of our receivables to a ~~wholly owned~~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.

1311

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 ~~2021~~2022 Annual Report on Form 10-K and with Management’s Discussion and Analysis in our ~~2021~~2022 Annual Report on Form 10-K.

For a discussion of our base business calculations, see the Results of Operations section below.

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 ~~industry, general economic~~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 ~~impacts on our business from the COVID-19 pandemic and the extent to which strong demand driven by home-centric trends will continue, accelerate or reverse;~~ the sensitivity of our business to weather conditions; changes in the ~~economy;~~economic conditions, consumer discretionary ~~spending;~~spending, the housing market, inflation or ~~inflation~~interest rates; our ability to maintain favorable relationships with suppliers and manufacturers; the extent to which home-centric trends associated with the pandemic will 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 ~~2021~~2022 Annual Report on Form ~~10-K.~~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

In the first quarter of 2023, differing weather conditions contributed to variability in our results across geographies. Our southern markets experienced more typical weather during the quarter and generated encouraging results. However, higher precipitation and cooler temperatures suppressed results in our western markets, hampering new pool construction activities and sales of maintenance-related products. These conditions continued into late March where we saw a considerable impact on our biggest sales month of the quarter.

Net sales ~~increased~~decreased 15% in the ~~second~~first quarter of 2023 to $1.2 billion compared to $1.4 billion in the first quarter of 2022 ~~to $2.1 billion compared to $1.8 billion~~following 33% net sales growth in the ~~second~~first quarter of 2022 and 57% growth in the first quarter of 2021. ~~Base~~Weather conditions were generally favorable in our southern markets, where Texas and Florida, our two largest markets in the South, realized combined base business sales ~~grew 10%. Our~~in line with 2022. In contrast, results are indicative of healthy demand for our products as maintenance, replacement, refurbishment and construction activity remained strong. Net sales benefited approximately 10% to 11% from elevated price inflation, but were unfavorably impacted by unusually wet and cold weather in the western U.S., including California and Arizona, two of our largest markets, where base business sales were down a combined 21% from last year. We estimate that sales were also negatively impacted 2% from lower customer early buy activity in the first quarter of 2023 versus the first quarter of 2022 and 1% from ~~currency exchange rate fluctuations.~~continued softness in our European markets.

Gross profit ~~increased 21%~~decreased 17% to ~~$666.8~~$369.8 million in the ~~second~~first quarter of ~~2022~~2023 from ~~$551.7~~$447.2 million in the same period of ~~2021. Base business~~2022. Consistent with our expectations, gross ~~profit improved 14% over the second quarter of 2021. Gross~~ margin ~~increased 150~~decreased 110 basis points to ~~32.4%~~30.6% in the ~~second~~first quarter of ~~2022~~2023 compared to ~~30.9%~~31.7% in the ~~second~~first quarter of ~~2021, reflecting benefits from our supply chain initiatives, increased pricing and recent acquisitions. Base business gross margin increased 100 basis points.~~2022.

Selling and administrative expenses (operating expenses) increased ~~16%~~6% to ~~$247.9~~$224.0 million in the ~~second~~first quarter of ~~2022~~2023 compared to ~~$213.1~~$211.5 million in the ~~second~~first quarter of ~~2021, including a 1% benefit from currency exchange rate fluctuations.~~2022. Our largest expense growth drivers during the quarter related to higher rent and facility costs, the return of in-person customer-facing retail events and investments in customer-focused projects. As a percentage of net sales, operating expenses increased to ~~12.1%~~18.6% in the ~~second~~first quarter of ~~2022~~2023 compared to ~~11.9%~~15.0% in the same period of ~~2021. Our operating expenses have increased to support our business growth, including recent acquisitions.~~2022.

Operating income in the ~~second~~first quarter of ~~2022 increased 24%~~2023 decreased 38% to ~~$418.9~~$145.8 million ~~compared to $338.6~~from a tough comparison of $235.7 million in the same ~~period~~quarter last year but was 13% higher than operating income in the first quarter of ~~2021.~~2021 of $129.0 million. Operating margin was ~~20.4%~~12.1% in the ~~second~~first quarter of 2023 compared to 16.7% in the first quarter of 2022.

Interest and other non-operating expenses, net for the first quarter of 2023 increased $10.6 million compared to the first quarter of 2022, ~~compared to 18.9% in the second quarter of 2021. Base business operating margin was 20.3%, up 130 basis points from the prior year period.~~primarily reflecting higher average interest rates between periods.

We recorded a ~~$1.6~~$4.8 million ~~or $0.04 per diluted share,~~ tax benefit from Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting, in the quarter ended ~~June 30, 2022,~~March 31, 2023, compared to a tax benefit of ~~$7.7~~$7.3 million ~~or $0.19 per diluted share,~~ realized in the same period of ~~2021.~~

~~Net income increased 18% to $307.3 million~~2022. This resulted in ~~the second quarter of 2022 compared to $259.7 million in the second quarter of 2021. Earnings~~a $0.12 per diluted share ~~increased 20% to $7.63 in the second quarter of 2022~~tax benefit compared to ~~$6.37~~an $0.18 per diluted share tax benefit realized in the same period of ~~2021.~~2022.

Net income decreased 43% to $101.7 million in the first quarter of 2023 compared to $179.3 million in the first quarter of 2022. Earnings per diluted share decreased 41% to $2.58 in the first quarter of 2023 compared to $4.41 in the same period of 2022. Without the impact from ASU 2016-09 in both periods, earnings per diluted share ~~increased 23%~~decreased 42% to ~~$7.59~~$2.46 compared to $4.23 in the ~~second~~first quarter of ~~2022 compared to $6.18 in the second quarter of 2021. See RESULTS OF OPERATIONS below for definitions of our non-GAAP measures and reconciliations of our non-GAAP measures to GAAP measures.~~

On May 4, 2022, our Board of Directors (our Board) authorized an additional $196.2 million under our share repurchase program bringing its total authorization available to $600.0 million. Further, the Board announced a 25% increase over the previous quarterly dividend amount to $1.00 per share.

2022.

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.

~~COVID-19 Pandemic~~

We continue to monitor the ongoing impact of the COVID-19 pandemic, including the effects of recent notable variants of the virus. The health, safety and security of our employees and the communities in which we operate remain our highest priority. We implemented enhanced hygiene and sanitation practices at our sales centers and at our corporate offices in 2020, and we continue to evaluate and maintain them where necessary.

Beginning in the second quarter of 2020, we experienced unprecedented demand as families spent more time at home and sought out opportunities to create or expand home-based outdoor living and entertainment spaces. While this trend has had a positive impact on our financial performance over the past couple of years, it is unclear what the long-term impact will be.

Our industry experienced supply chain constraints in 2021. In response, we have been proactive in making significant investments in inventory to enable us to continue to meet strong customer demand and position ourselves to provide exceptional customer service through the 2022 swimming pool season. While we were challenged by supply chain constraints through the first half of 2022, we have observed improvements in our supply chain dynamics beginning in the second quarter of 2022. These trends, caused in large part from global disruptions related to the COVID-19 pandemic, may persist in the near-term.

We expect the impact of the pandemic on our business and financial results in 2022 will continue to vary by location and depend on numerous evolving factors that we are unable to accurately predict. These factors include the duration and scope of the pandemic, global economic conditions during and after the pandemic, the possible re-institution of governmental restrictions on the activities of our customers, vendors or employees, the possibility of additional subsequent outbreaks, the sustainability of current home-centric trends and other changes in customer and supplier behavior in response to the pandemic.

Financial Position and Liquidity

As of ~~June 30, 2022,~~March 31, 2023, total net receivables, including pledged receivables, ~~increased 29%~~decreased 17% compared to ~~June 30, 2021, primarily~~March 31, 2022, driven by our sales ~~growth and recent acquisitions.~~trends. Our days sales outstanding (DSO), as calculated on a trailing four quarters basis, was ~~27.2~~26.5 days at ~~June 30, 2022~~March 31, 2023 and ~~25.8~~26.4 days at ~~June 30, 2021.~~March 31, 2022. Our allowance for doubtful accounts balance was ~~$6.5~~$9.0 million at ~~June 30, 2022~~March 31, 2023 and ~~$5.4~~$6.0 million at ~~June 30, 2021.~~March 31, 2022.

Net inventory levels increased ~~77%~~3% compared to levels at ~~June 30, 2021.~~March 31, 2022, which compares to the 19% increase that we reported as of December 31, 2022 (compared to December 31, 2021). We ~~increased~~are pleased with the progress in utilizing our ~~purchasing beginning in~~strategic inventory buys and believe that we are appropriately stocked to ensure product availability during the ~~second half of 2021~~swimming pool season and to ~~improve~~support our ~~customer experience and minimize the impact of longer lead times from our vendors. Our inventory balance also reflects impacts from inflation and recent acquisitions.~~new locations. Our inventory reserve was ~~$20.9~~$24.5 million at ~~June 30, 2022~~March 31, 2023 and ~~$15.2~~$19.8 million at ~~June 30, 2021.~~March 31, 2022. Our inventory turns, as calculated on a trailing four quarters basis, were ~~2.8~~2.5 times at ~~June 30, 2022~~March 31, 2023 and ~~4.1~~3.1 times at ~~June 30, 2021. Our inventory turns have averaged 3.4 times over the past five years.~~March 31, 2022.

Total debt outstanding at ~~June 30, 2022~~March 31, 2023 was ~~$1.6~~$1.4 billion compared to ~~$423.1 million~~$1.5 billion at ~~June 30, 2021. Our~~March 31, 2022 as we have used operating cash flows to make payments on our debt ~~balance has increased between periods as we~~balances. We have utilized debt proceeds over the past twelve months primarily to fund share repurchases and investments in working ~~capital, recent acquisitions and share repurchases.~~capital.

Current Trends and Outlook

For a detailed discussion of trends through ~~2021,~~2022, see the Current Trends and Outlook section of Management’s Discussion and Analysis included in Part II, Item 7 of our ~~2021~~2022 Annual Report on Form 10-K.

~~We are updating~~Based on our ~~annual earnings guidance range to include the $0.04 tax benefit from ASU 2016-09 recognized in~~results to-date and trends observed into the second quarter, ~~of 2022. We~~we now expect 2022 diluted EPS of $18.38 to $19.13, including the impact of year-to-date tax benefits of $0.22. Our previous earnings guidance range disclosed in our First Quarter 2022 Report on Form 10-Q was $18.34 to $19.09. Our earnings guidance range assumes average weather conditions.

~~We expect~~ sales ~~growth~~ for the full year of 2023 to be down in the ~~range of 17%~~mid-single digits compared to ~~19% as previously~~2022 versus the flat to down 3% from our initial projections disclosed in our ~~2021~~2022 Annual Report on Form 10-K. ~~We project~~Our 2022 ~~inflationary product cost increases~~Annual Report on Form 10-K outlines the details of ~~approximately 10%~~our initial projections. Our overall expectations related to ~~11% (compared~~renovation and remodel activity, our Horizon business, and European business remain relatively unchanged. However, we now believe that it is possible that new pool construction could decline up to 7%30% based on less available buildable days and current permit trends. Maintenance revenue is also expected to 8%see a 1% lower increase than previously expected, from the use of less consumables stemming from the unfavorable weather in ~~2021).~~the first quarter.

~~Our gross margin trends depend~~As previously disclosed in our 2022 Annual Report on ~~the amounts and timing of inflationary product cost increases, sales growth expectations and product mix. We expect a slight improvement in~~Form 10-K, we project gross margin for the full year of ~~2022~~2023 to be in line with our long-term outlook of approximately 30.0% with higher gross margin in the first half of 2023 compared to the latter half of the year as we sell through inventory purchased prior to recent price increases.

We plan to leverage our existing infrastructure and manage discretionary spending to limit expense growth between plus or minus 2% compared to the full year of ~~2021 given the impact of inflation in the first half of the year. Compared to 2021 periods, we project declines in the latter half of the year.~~2022.

We project our operating expense growth rate in 2022 will be less than our gross profit growth rate. We expect that our operating expense growth will reflect inflationary increases and incremental costs to support our investment initiatives, including increased investments in our digital transformation initiatives and expansion of our sales center network. We also expect increased expenses from tight labor and real estate markets in 2022, which are heightened focus areas in our expense management.

We project that our annual effective tax rate (without the benefit from ASU 2016-09) for ~~2022~~2023 will approximate 25.3% to 25.5%. 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 ~~$8.9~~$4.8 million, or ~~$0.22~~$0.12 per diluted share, tax benefit from ASU 2016-09 for the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023. We may recognize additional tax benefits related to stock option exercises in ~~2022~~2023 from grants that expire in future years. We have not included any expected tax benefits in our guidance beyond what we have recognized as of ~~June 30, 2022.~~March 31, 2023.

We expect 2023 diluted EPS in the range of $14.62 to $16.12, including the impact of year-to-date tax benefits of $0.12. We expect to continue ~~to use cash to fund opportunistic share repurchases through the remainder of 2022 and~~ to use cash for the payment of cash dividends as and when declared by our ~~Board.~~Board and to fund opportunistic share repurchases through the remainder of 2023.

The forward-looking statements in the foregoing section 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, 2022,~~March 31, 2023, we conducted operations through ~~416~~427 sales centers in North America, Europe and Australia. For the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, 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					Three Months Ended
		June 30,				June 30,					March 31,
		2022		2021		2022		2021			2023		2022
Net sales	Net sales	100.0	%	100.0	%	100.0	%	100.0	%	Net sales	100.0	%	100.0	%
Cost of sales	Cost of sales	67.6		69.1		67.9		70.1		Cost of sales	69.4		68.3
Gross profit	Gross profit	32.4		30.9		32.1		29.9		Gross profit	30.6		31.7
Selling and administrative expenses	Selling and administrative expenses	12.1		11.9		13.2		13.5		Selling and administrative expenses	18.6		15.0

Operating income	Operating income	20.4		18.9		18.9		16.4		Operating income	12.1		16.7
Interest and other non-operating expenses, net	Interest and other non-operating expenses, net	0.4		0.1		0.4		0.2		Interest and other non-operating expenses, net	1.3		0.4
Income before income taxes and equity in earnings	Income before income taxes and equity in earnings	20.0	%	18.8	%	18.5	%	16.3	%	Income before income taxes and equity in earnings	10.8	%	16.3	%

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 ~~2022~~2023 and ~~2021~~2022 in our consolidated results since the acquisition dates.

1614

Three Months Ended ~~June 30, 2022~~March 31, 2023 Compared to Three Months Ended ~~June 30, 2021~~March 31, 2022

The following table breaks out our consolidated results into the base business component and the excluded component (sales centers excluded from base business):

(Unaudited) Base Business Excluded Total
(in thousands) Three Months Ended Three Months Ended Three Months Ended
June 30, June 30, June 30,
2022 2021 2022 2021 2022 2021
Net sales $ 1,963,974 $ 1,782,894 $ 91,844 $ 4,939 $ 2,055,818 $ 1,787,833
Gross profit 625,843 550,509 40,961 1,176 666,804 551,685
Gross margin 31.9 % 30.9 % 44.6 % 23.8 % 32.4 % 30.9 %
Operating expenses 226,728 212,425 21,188 674 247,916 213,099
Expenses as a % of net sales 11.5 % 11.9 % 23.1 % 13.6 % 12.1 % 11.9 %
Operating income 399,115 338,084 19,773 502 418,888 338,586
Operating margin 20.3 % 19.0 % 21.5 % 10.2 % 20.4 % 18.9 %


(Unaudited)	Base Business						Excluded						Total
(in thousands)	Three Months Ended						Three Months Ended						Three Months Ended
	March 31,						March 31,						March 31,
	2023			2022			2023			2022			2023			2022
Net sales	$	1,130,353		$	1,337,685		$	76,421		$	74,965		$	1,206,774		$	1,412,650

Gross profit	339,597			416,167			30,158			31,022			369,755			447,189
Gross margin	30.0		%	31.1		%	39.5		%	41.4		%	30.6		%	31.7		%

Operating expenses	204,922			195,909			19,062			15,557			223,984			211,466
Expenses as a % of net sales	18.1		%	14.6		%	24.9		%	20.8		%	18.6		%	15.0		%

Operating income	134,675			220,258			11,096			15,465			145,771			235,723
Operating margin	11.9		%	16.5		%	14.5		%	20.6		%	12.1		%	16.7		%

In our calculation of our base business results, we have excluded the following acquisitions for the periods identified:

Acquired

Acquisition

Date

Net
Sales Centers
Acquired

Periods

Excluded

Pro-Water Irrigation & Landscape Supply, Inc.

March 2023

Tri-State Pool Distributors

April 2022

~~May~~January - ~~June 2022~~March 2023

Porpoise Pool & Patio, Inc.

December 2021

~~April~~January - ~~June~~March 2023 and January - March 2022

Wingate Supply, Inc.

December 2021

~~April~~January - ~~June~~February 2023 and January - February 2022

~~Vak Pak Builders Supply, Inc.~~

~~June 2021~~

April - June 2022 and
June 2021

~~Pool Source, LLC~~

~~April 2021~~

April - June 2022 and
April - June 2021

When calculating our base business results, we exclude sales centers that are acquired, closed or opened in new markets for a period of 15 months. We also exclude consolidated sales centers when we do not expect to maintain the majority of the existing business and existing sales centers that are consolidated with acquired sales centers.

We generally allocate corporate overhead expenses to excluded sales centers on the basis of their net sales as a percentage of total net sales. After 15 months of operations, we include acquired, consolidated and new market sales centers in the base business calculation including the comparative prior year period.

The table below summarizes the changes in our sales center count during the first ~~six~~three months of ~~2022:~~2023:


December 31, ~~2021~~2022			~~410~~420
Acquired locations			12
New locations			5

~~June 30, 2022~~March 31, 2023			~~416~~427

1715

Net Sales


		Three Months Ended								Three Months Ended
		June 30,								March 31,
(in millions)	(in millions)	2022		2021		Change			(in millions)	2023		2022		Change
Net sales	Net sales	$	2,055.8	$	1,787.8	$	268.0	15%	Net sales	$	1,206.8	$	1,412.7	$	(205.9)	(15)%

Net sales ~~increased~~and base business net sales decreased 15% in the ~~second~~first quarter of 2023 compared to the first quarter of 2022 ~~on top of~~following 33% net sales ~~of $1.8 billion and 40%~~ growth in the ~~second~~first quarter of 2022 and 57% growth in the first quarter of 2021. ~~Base business net sales in~~In the ~~second~~first quarter of ~~2022 grew 10% over the same period. Our growth was largely driven by inflationary product cost increases and strong demand that boosted sales by 16%~~2023, differing weather conditions contributed to variability in our ~~year-round markets. Volume growth was challenged by unfavorable~~results across geographies. Our southern markets experienced more typical weather ~~conditions in our seasonal markets~~during the quarter and ~~constrained conditions in Europe. Heavy rainfall~~generated encouraging results. However, higher precipitation and cooler temperatures ~~particularly~~suppressed results in ~~the month of April, limited sales in certain~~our western markets, including California and Arizona, two of our largest markets, ~~although we observed improvement through the latter half~~hampering new pool construction activities and sales of the second quarter. We believe that our results reflect the positive impact of growth in the installed base of pools, robust demand and heightened consumer interest in enhanced pool customizations, and we remain confident in our expectation of 17% to 19% sales growth for the full year of 2022. For more discussion of our expectations for the remainder of the year, see “Current Trends and Outlook” above.maintenance-related products.

We faced several challenges during the quarter, with unfavorable weather being the most significant. The following factors impacted our sales ~~(listed~~during the quarter and are listed in order of estimated ~~magnitude):~~magnitude.

•We estimate that unfavorable weather conditions in the first quarter negatively impacted sales by approximately 5%.

•Net sales benefited approximately 4% to 5% from inflationary product cost increases, which compares to a benefit of ~~approximately 10~~10% to ~~11%;~~12% in the first quarter of 2022.

•~~5% sales growth~~Sales were also negatively impacted 2% from ~~recent acquisitions;~~lower customer early buy activity in the first quarter of 2023 versus the first quarter of 2022 and 1% from continued softness in our European markets.

•~~favorable trends for our products including:~~

Net sales in our North American seasonal markets, representing 38% of our total base business net sales in the first quarter of 2023, decreased 23% compared to the first quarter of 2022 as these markets are more sensitive to weather conditions, particularly in the shoulders of the season when unfavorable weather delays the openings of swimming pools. Comparatively, net sales in our year-round markets, representing 57% of our total base business net sales in the first quarter of 2023, decreased 9% compared to the first quarter of 2022 as differing weather conditions led to varied results across our four largest markets. Weather conditions were generally favorable in our southern markets, where Texas and Florida realized combined base business sales in line with 2022. In contrast, results were negatively impacted by unusually wet and cold weather in the western U.S., including California and Arizona, where base business sales were down a combined 21% from last year.

◦
~~strong demand for~~

Related to our product sales, following a period of significant growth over the past three years, we observed a decline in volumes of discretionary products sold as new construction activities moderated and were further impacted by unfavorable weather conditions and macroeconomic impacts. This is evidenced by lower sales ~~growth~~ for product offerings such as equipment and building ~~materials (see discussion below);~~

◦~~market share gains, including those in building materials (see discussion below);~~

◦~~increased demand for residential swimming pool maintenance supplies, as the installed base of pools continues to increase; and~~

•~~challenges presented in the second quarter including:~~

◦~~2% unfavorable impact from currency exchange rate fluctuations and customer early buys shifted into~~materials. In the first quarter of ~~2022;~~

◦~~cooler, wet weather conditions in our seasonal markets (see discussion below); and~~

◦~~unfavorable weather conditions and macroeconomic impacts in Europe (see discussion below).~~

Higher sales for certain product offerings, such as equipment and building materials, indicate continued strong demand in traditionally discretionary areas, such as pool construction, pool remodeling and equipment upgrades. In the second quarter of 2022,2023, base business sales of equipment, which includes swimming pool heaters, pumps, lights, filters and automation, ~~increased 7%~~decreased 14% compared to the same period last year, and collectively represented approximately ~~26%~~30% of net sales for the period. ~~Equipment growth in the quarter was limited by supply chain constraints and customer early buys shifted into~~Sales of building materials decreased 7% compared to the first quarter of ~~2022. Sales of building materials grew 22% compared to the second quarter of 2021~~2022 and represented approximately ~~13%~~14% of net sales in the ~~second~~first quarter of 2022. Sales of chemicals, representing 12% of total net sales, increased 25% compared to the second quarter of 2021. The increase in chemical sales was driven by inflation, improved supply and strong demand for non-discretionary maintenance products.2023.

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 ~~growth~~sales trends in these areas isare reflected in the discussion above. ~~Sales~~Base business sales to retail customers ~~increased 7%~~decreased 16% in the ~~second~~first quarter of 2023 compared to the first quarter of 2022 ~~compared to the second quarter of 2021~~ and represented approximately ~~13%~~10% of our net sales for the ~~second~~first quarter of ~~2022. Certain~~2023. Including the impact of our December 2021 acquisition of Porpoise Pool & Patio, sales to retail customers ~~were adversely impacted by unfavorable weather conditions in the quarter, hindering sales growth.~~decreased 12% and represented approximately 14% of our net sales. Sales to commercial swimming pool customers increased ~~23%~~12% in the ~~second~~first quarter of 2023 compared to the first quarter of 2022 ~~compared to the second quarter of 2021~~ and represented approximately 3%5% of our net sales for the ~~second~~first quarter of ~~2022.~~2023.

Net sales in our seasonal markets (not considering Europe), representing 50% of our total base business net sales in the second quarter of 2022, increased 9% compared to the second quarter of 2021. Comparatively, net sales in our year-round markets, representing 45% of our total base business net sales in the second quarter of 2022, increased 16% compared to the second quarter of 2021.

~~Net sales in~~ Europe, representing 5%4% of our total net sales in the ~~second~~first quarter of 2023, declined 25% compared to the first quarter of 2022, declined 8% in local currency compared to 31% growth in the second quarter of 2021. While we estimate that net sales in Europe benefited 10% from inflationary product cost increases, our results were negatively impacted by ~~a decline in volume growth driven by~~continued macroeconomic uncertainty from the war in Ukraine and ~~poor weather.~~increased fuel prices.

Gross Profit


		Three Months Ended										Three Months Ended
		June 30,										March 31,
(in millions)	(in millions)	2022			2021			Change			(in millions)	2023			2022			Change
Gross profit	Gross profit	$	666.8		$	551.7		$	115.1	21%	Gross profit	$	369.8		$	447.2		$	(77.4)	(17)%
Gross margin	Gross margin	32.4		%	30.9		%				Gross margin	30.6		%	31.7		%

Gross margin ~~increased 150~~decreased 110 basis points to ~~32.4%~~30.6% in the ~~second~~first quarter of 2023 compared to the first quarter of 2022 ~~compared to 30.9% in the second quarter of 2021, reflecting benefits from our supply chain initiatives, increased pricing and recent acquisitions. Base business~~when gross margin increased ~~100~~330 basis ~~points.~~points to 31.7% (over the same period in 2021). Our prior year gross margin benefited from higher levels of inflation and price increases, while gross margin in the first quarter of 2023 began to trend more in line with our longer-term annual gross margin outlook of 30.0%. Gross margin in the first quarter of 2023 also reflected continued benefits from sales of strategic lower cost inventory purchases ahead of recent vendor price increases.

Operating Expenses


		Three Months Ended										Three Months Ended
		June 30,										March 31,
(in millions)	(in millions)	2022			2021			Change			(in millions)	2023			2022			Change
Selling and administrative expenses	Selling and administrative expenses	$	247.9		$	213.1		$	34.8	16%	Selling and administrative expenses	$	224.0		$	211.5		$	12.5	6%

Operating expenses as a % of net sales	Operating expenses as a % of net sales	12.1		%	11.9		%				Operating expenses as a % of net sales	18.6		%	15.0		%

Operating expenses increased ~~16%~~6% in the ~~second~~first quarter of ~~2022~~2023 compared to the ~~second~~first quarter of ~~2021, including a 1% benefit from currency exchange rate fluctuations. As a percentage of net sales, operating expenses increased to 12.1% in~~2022. Our largest expense growth drivers during the ~~second~~ quarter of 2022 compared to 11.9% in the same period of 2021. Our operating expenses have increased to support our business growth, including recent acquisitions. Employee-related expenses increased as we expand our workforce and reward employees through performance-based compensation. Other incremental operating expense increases related to ~~growth-driven~~higher rent and facility ~~and freight~~ costs, increased labor costs, the return of in-person customer-facing retail events and investments in ~~our digital transformation initiatives.~~customer-focused projects. These increases were partially offset by lower performance-based compensation expense.

Interest and Other Non-Operating Expenses, Net

Interest and other non-operating expenses, net for the ~~second~~first quarter of ~~2022~~2023 increased ~~$6.6~~$10.6 million compared to the ~~second~~first quarter of ~~2021, primarily due to higher average debt levels between periods. Our average outstanding debt was $1.6 billion in the second quarter of 2022 versus $376.8 million for the second quarter of 2021.~~2022. Our weighted average effective interest rate ~~decreased~~increased to ~~2.0%~~4.8% in the first quarter of 2023 from ~~2.7% for~~1.5% in the ~~respective~~first quarter of 2022 on average outstanding debt of $1.3 billion in both periods.

Income Taxes

Our effective income tax rate was ~~25.1%~~21.8% for the three months ended ~~June 30, 2022~~March 31, 2023 compared to ~~22.9%~~22.3% for the three months ended ~~June 30, 2021.~~March 31, 2022. We recorded a ~~$1.6~~$4.8 million tax benefit from ASU 2016-09 in the quarter ended ~~June 30, 2022~~March 31, 2023 compared to a tax benefit of ~~$7.7~~$7.3 million realized in the same period last year. Without the benefit from ASU 2016-09 in both periods, our effective tax rate was 25.5% for the ~~second~~first quarter of ~~2022~~2023 and ~~25.2%~~25.4% for the ~~second~~first quarter of ~~2021.~~

2022.

Net Income and Earnings Per Share

Net income ~~increased 18%~~decreased 43% to ~~$307.3~~$101.7 million in the ~~second~~first quarter of ~~2022~~2023 compared to ~~$259.7~~$179.3 million in the ~~second~~first quarter of ~~2021.~~2022. Earnings per diluted share ~~increased 20%~~decreased 41% to ~~$7.63~~$2.58 in the ~~second~~first quarter of ~~2022~~2023 compared to ~~$6.37~~$4.41 in the same period of ~~2021.~~2022. Without the impact from ASU 2016-09 in both periods, earnings per diluted share ~~increased 23%~~decreased 42% to ~~$7.59~~$2.46 in the ~~second~~first quarter of ~~2022~~2023 compared to ~~$6.18~~$4.23 in the ~~second~~first quarter of ~~2021.~~2022. See the reconciliation of GAAP to non-GAAP measures below.

1917

~~Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021~~

~~The following table breaks out our consolidated results into the base business component and the excluded component (sales centers excluded from base business):~~
(Unaudited) Base Business Excluded Total
(in thousands) Six Months Ended Six Months Ended Six Months Ended
June 30, June 30, June 30,
2022 2021 2022 2021 2022 2021
Net sales $ 3,292,100 $ 2,840,676 $ 176,368 $ 7,903 $ 3,468,468 $ 2,848,579
Gross profit 1,039,122 850,948 74,872 1,869 1,113,994 852,817
Gross margin 31.6 % 30.0 % 42.5 % 23.6 % 32.1 % 29.9 %
Operating expenses 420,655 383,710 38,727 1,490 459,382 385,200
Expenses as a % of net sales 12.8 % 13.5 % 22.0 % 18.9 % 13.2 % 13.5 %
Operating income 618,467 467,238 36,145 379 654,612 467,617
Operating margin 18.8 % 16.4 % 20.5 % 4.8 % 18.9 % 16.4 %

~~In our calculation of base business results, we have excluded the following acquisitions for the periods identified:~~

~~Acquired~~

~~Acquisition~~

~~Date~~

Net
Sales Centers
Acquired

~~Periods~~

~~Excluded~~

~~Tri-State Pool Distributors~~

~~April 2022~~

~~May - June 2022~~

~~Porpoise Pool & Patio, Inc.~~

~~December 2021~~

~~January - June 2022~~

~~Wingate Supply, Inc.~~

~~December 2021~~

~~January - June 2022~~

~~Vak Pak Builders Supply, Inc.~~

~~June 2021~~

~~January - June 2022 and June 2021~~

~~Pool Source, LLC~~

~~April 2021~~

~~January - June 2022 and April - June 2021~~

~~TWC Distributors, Inc.~~

~~December 2020~~

~~January - February 2022 and January - February 2021~~

~~For a more detailed explanation of how we calculated base business results and a summary of the changes in our sales centers since December 31, 2021, please refer to the discussion under the heading~~ ~~Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021.~~

~~Net Sales~~

Six Months Ended
June 30,
(in millions) 2022 2021 Change
Net sales $ 3,468.5 $ 2,848.6 $ 619.9 22%

Net sales for the first six months of 2022 increased 22% compared to the same period last year. Base business net sales increased 16%. Our results in the first half of the year were driven by continued strong demand for outdoor living products and elevated price inflation. While we have been challenged by supply chain and labor constraints, we have observed improvements in our supply chain dynamics beginning in the second quarter of 2022. Following our astounding 33% sales growth in the first quarter of 2022, results in our seasonally significant second quarter were dampened by unfavorable weather conditions in certain markets. We expect that our results will continue to benefit from favorable industry trends in the long-term, including growth in the installed base of pools, robust demand and heightened consumer interest in enhanced pool customizations.

~~The following factors impacted our sales (listed in order of estimated magnitude):~~

•~~inflationary product cost increases of approximately 10% to 11% (compared to our historical average of 1% to 2%);~~

•~~favorable trends for our products including:~~

◦~~strong demand for discretionary products, as evidenced by sales growth for product offerings such as equipment and building materials (see discussion below);~~

◦~~market share gains, including those in building materials (see discussion below);~~

◦~~increased demand for residential swimming pool maintenance supplies, as the installed base of pools continues to grow;~~

•~~6% sales growth from recent acquisitions;~~

•~~1% sales growth from an extra selling day in the first half of 2022 compared to the first half of 2021; and~~

•~~challenges presented in 2022 including:~~

◦~~1% unfavorable impact from currency exchange rate fluctuations;~~

◦~~cooler, wet weather conditions in our seasonal markets (see discussion below); and~~

◦~~unfavorable weather conditions and macroeconomic impacts in Europe (see discussion below).~~

Higher sales for certain product offerings, such as equipment and building materials, indicate continued strong demand in traditionally discretionary areas, such as pool construction, pool remodeling and equipment upgrades. In the first six months of 2022, sales of equipment, which includes swimming pool heaters, pumps, lights, filters and automation, increased approximately 12% compared to the same period last year. Equipment collectively represented 27% of net sales in the first six months of 2022. Sales of building materials grew 25% compared to the first six months of 2021 and represented approximately 13% of net sales in the first six months of 2022. Sales of chemicals, representing 11% of total net sales, increased 35% compared to the first six months of 2021. The increase in chemical sales was driven by inflation, improved supply and strong demand for non-discretionary maintenance products.

Net sales in our seasonal markets (not considering Europe), representing 47% of our total base business net sales in the first half of 2022, increased 16% compared to the first half of 2021. Comparatively, net sales in our year-round markets, representing 48% of our total base business net sales in the first half of 2022, increased 20% compared to the first half of 2021.

Net sales in Europe, representing 5% of our total net sales in the first half of 2022, were flat in local currency compared to 49% growth in the first half of 2021. While we estimate that net sales in Europe benefited 10% from inflationary product cost increases, our results were negatively impacted by a decline in volume growth driven by macroeconomic uncertainty and poor weather.

~~Gross Profit~~

Six Months Ended
June 30,
(in millions) 2022 2021 Change
Gross profit $ 1,114.0 $ 852.8 $ 261.2 31%
Gross margin 32.1 % 29.9 %

Gross margin improved 220 basis points to 32.1% in the six months ended June 30, 2022 compared to 29.9% in the first six months of 2021. This improvement reflects focused supply chain management initiatives to address inflation, increased pricing and benefits from our recent acquisitions.

~~Operating Expenses~~

Six Months Ended
June 30,
(in millions) 2022 2021 Change
Selling and administrative expenses $ 459.4 $ 385.2 $ 74.2 19%
Operating expenses as a % of net sales 13.2 % 13.5 %

Operating expenses for the six months ended June 30, 2022 increased 19% compared to the first six months of 2021, including a 1% benefit from currency exchange rate fluctuations. Our operating expenses have increased to support our business growth, including recent acquisitions. Our expense growth reflects increases in growth-driven labor, facility and freight costs, along with increased investments in technology and higher performance-based compensation.

~~Interest and Other Non-Operating Expenses, Net~~

Interest and other non-operating expenses, net for the first six months of 2022 increased $9.2 million compared to the same period last year, primarily due to higher average debt levels between periods. Our average outstanding debt was $1.4 billion for the first six months of 2022 versus $387.1 million for the same period of 2021. Our weighted average effective interest rate decreased to 1.8% from 2.5% for the respective periods.

~~Income Taxes~~

Our effective income tax rate was 24.1% for the six months ended June 30, 2022 compared to 22.6% for the six months ended June 30, 2021. We recorded a $8.9 million, or $0.22 per diluted share, tax benefit from ASU 2016-09 in the six months ended June 30, 2022compared to a $11.7 million, or $0.29 per diluted share, tax benefit in the same period of 2021. Without the benefits from ASU 2016-09, our effective tax rate was 25.5% for the six months ended June 30, 2022 and 25.2% for the six months ended June 30, 2021.

~~Net Income and Earnings Per Share~~

Net income increased 36% to $486.5 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021. Earnings per diluted share increased 37% to $12.03 for the six months ended June 30, 2022 versus $8.78 per diluted share for the six months ended June 30, 2021. Without the impact from ASU 2016-09 in both periods, earnings per diluted share increased 39% to $11.81 for the six months ended June 30, 2022 compared to $8.49 for the six months ended June 30, 2021. 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 within 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,
2022 2021 2022 2021
Diluted EPS $ 7.63 $ 6.37 $ 12.03 $ 8.78
ASU 2016-09 tax benefit (0.04) (0.19) (0.22) (0.29)
Adjusted diluted EPS $ 7.59 $ 6.18 $ 11.81 $ 8.49


(Unaudited)	Three Months Ended
	March 31,
	2023		2022
Diluted EPS	$	2.58	$	4.41



ASU 2016-09 tax benefit	(0.12)		(0.18)

Adjusted diluted EPS	$	2.46	$	4.23

2318

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 ~~2021,~~2022, we generated approximately ~~60%~~59% of our net sales and ~~69%~~67% 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 data for the first quarter of 2023, the four quarters of 2022 and the fourth, third and second quarters of ~~2022, the four quarters of 2021 and the third and fourth quarters of 2020.~~2021. We have included income statement and balance sheet data for the most recent eight quarters to allow for a meaningful comparison of the seasonal fluctuations in these amounts. In our opinion, 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 ~~the recent pandemic-driven increased demand for our products~~ and the impact of new and acquired sales centers.


(Unaudited)	(Unaudited)	QUARTER																(Unaudited)	QUARTER
(in thousands)	(in thousands)	2022				2021								2020				(in thousands)	2023		2022								2021
		Second		First		Fourth		Third		Second		First		Fourth		Third			First		Fourth		Third		Second		First		Fourth		Third		Second
Statement of Income Data	Statement of Income Data																	Statement of Income Data
Net sales	Net sales	$	2,055,818	$	1,412,650	$	1,035,557	$	1,411,448	$	1,787,833	$	1,060,745	$	839,261	$	1,139,229	Net sales	$	1,206,774	$	1,095,920	$	1,615,339	$	2,055,818	$	1,412,650	$	1,035,557	$	1,411,448	$	1,787,833
Gross profit	Gross profit	666,804		447,189		322,376		441,899		551,685		301,131		239,095		328,698		Gross profit	369,755		315,731		503,687		666,804		447,189		322,376		441,899		551,685
Operating income	Operating income	418,888		235,723		127,891		237,276		338,586		129,031		74,351		148,233		Operating income	145,771		107,295		263,877		418,888		235,723		127,891		237,276		338,586
Net income	Net income	307,283		179,261		107,609		184,665		259,695		98,655		59,174		119,098		Net income	101,699		71,863		190,055		307,283		179,261		107,609		184,665		259,695

Balance Sheet Data	Balance Sheet Data																	Balance Sheet Data
Total receivables, net	Total receivables, net	$	756,585	$	679,927	$	376,571	$	476,150	$	585,566	$	487,602	$	289,200	$	366,412	Total receivables, net	$	564,171	$	351,448	$	549,796	$	756,585	$	679,927	$	376,571	$	476,150	$	585,566
Product inventories, net	Product inventories, net	1,579,101		1,641,155		1,339,100		1,043,407		894,654		977,228		780,989		612,824		Product inventories, net	1,686,683		1,591,060		1,539,572		1,579,101		1,641,155		1,339,100		1,043,407		894,654
Accounts payable	Accounts payable	604,225		685,946		398,697		414,156		439,453		634,998		266,753		268,412		Accounts payable	739,749		406,667		442,226		604,225		685,946		398,697		414,156		439,453
Total debt	Total debt	1,595,398		1,505,073		1,183,350		362,819		423,116		433,171		416,018		339,934		Total debt	1,365,750		1,386,803		1,512,545		1,595,398		1,505,073		1,183,350		362,819		423,116

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.

2419

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 ~~2022~~2023 and ~~2021~~2022 Results

~~We observed unfavorable weather~~Weather conditions ~~in certain markets~~varied across the contiguous United States throughout the ~~second~~first quarter of ~~2022. Heavy rainfall and cooler temperatures throughout the northeastern United States and Canada resulted~~2023. Conditions were generally favorable in ~~slower sales activity and limited sales growth in the second quarter of 2022. Additionally, results in Europe continued to be impacted by unfavorable weather conditions. In contrast,~~ our southern markets, where sales benefited from ~~above-average temperatures,~~warmer weather and below-average precipitation. In contrast, results were unfavorably impacted by unusually wet and cold weather in the western U.S., particularly in ~~Texas. In the second quarter~~California and Arizona, which are two of ~~2021, overall weather conditions favorably impacted sales growth with the average U.S. temperature in June 2021 being the hottest on record in 127 years.~~

~~Overall, weather conditions~~our largest markets. Comparatively, in the first quarter of 2022, ~~were less favorable than~~overall weather conditions ~~in the first quarter of 2021. Sales~~were generally favorable, and sales benefited from above-average temperatures along much of the west and the east coast, although Texas experienced cooler-than-normal temperatures. In addition, some seasonal markets had unfavorable weather compared to the first quarter of 2021 when construction activity started earlier than normal. Similarly, results in Europe were hindered by unfavorable weather conditions. In the first quarter of 2021, sales benefited from favorable and generally mild weather conditions throughout the contiguous United States. ~~In February 2021, Texas experienced the most costly winter storm event on record for the United States, which damaged many swimming pools and added to already strong replacement activity~~.

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 ~~2021~~2022 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, 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;

•~~investing in~~ inventory and ~~funding~~ 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

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

We focus our capital expenditure plans principally on the needs of our sales centers, and in recent years have increased our spending on information technology. ~~We project~~Historically, our capital expenditures ~~in 2022 will approximate our historical average of~~have averaged roughly 1.0% of net sales. Capital expenditures were 0.7% of net sales in 2022 and 2021 and 0.6% of net sales in 2020. Since 2020, ~~and~~our capital expenditures as a percentage of net sales were lower than our historical average primarily due to our significant sales growth. Based on management’s current plans, we project capital expenditures in 2023 will approximate 1.0% of net ~~sales in 2019 and have averaged roughly 1.0% of net sales over the past five years.~~sales.

Sources and Uses of Cash

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

Six Months Ended
June 30,
2022 2021
Operating activities $ 28,731 $ 187,228
Investing activities (27,431) (32,495)
Financing activities 64,643 (131,061)


	Three Months Ended
	March 31,
	2023		2022
Operating activities	$	103,203	$	(208,109)
Investing activities	(17,560)		(9,159)
Financing activities	(105,518)		228,717

Net cash provided by operations ~~was $28.7~~improved to $103.2 million for the first ~~six~~three months of ~~2022 compared to $187.2~~2023 from net cash used in operations of $208.1 million for the first ~~six~~three months of ~~2021. The decrease in our operating cash flows was~~2022, primarily driven by ~~federal tax payments of $79.5 million~~positive changes in ~~2022, which were allowed to be deferred and included in accrued expenses and other liabilities at December 31, 2021. Additional impacts relate to growth-driven~~ working capital, ~~outflows, including increased~~particularly as we sell through our prior year strategic inventory purchases, ~~which were largely~~partially offset by ~~an increase in~~lower net income.

Net cash used in investing activities for the first ~~six~~three months of ~~2022 decreased~~2023 increased compared to the first ~~six~~three months of ~~2021~~2022, primarily due to a ~~decrease~~$6.4 million increase in capital expenditures and $1.8 million of cash used for the acquisition of ~~businesses~~a business in the first quarter of ~~$7.5~~2023.

Net cash used in financing activities was $105.5 million ~~offset by an increase in capital expenditures~~for the first three months of ~~$2.5 million.~~

~~Net~~2023 compared to net cash provided by financing activities ~~increased $195.7 million to $64.6~~of $228.7 million for the first ~~six~~three months of 2022, ~~compared to~~primarily reflecting $21.2 million of net ~~cash used~~debt payments in ~~financing activities of $131.1 million for~~ the first ~~six~~three months of ~~2021. The increase in cash provided by financing activities reflects a $404.7~~2023 versus $321.5 million ~~increase in~~of net debt proceeds ~~partially offset by a $188.5 million increase~~ in ~~share repurchases~~the first three months of 2022 and an increase in dividends paid of ~~$16.6 million.~~$6.9 million, partially offset by an $11.9 million decrease in share repurchases between periods.

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 2022 Annual Report on Form 10-K and Note 5of “Notes to Consolidated Financial Statements” included in Part I, Item 1 of this Form 10-Q.

Credit Facility

Our Credit Facility ~~as amended on December 30, 2021,~~ 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 ~~a $750.0 million revolving credit facility and~~ 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 London Interbank Offered Rate (LIBOR), plus an applicable margin. The term ~~loans require~~loan requires quarterly amortization payments beginning in September 2023 aggregating to 20% of the original principal amount of the loan during the third, fourth and fifth years 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, 2022,~~March 31, 2023, there was ~~$566.2~~$398.9 million of revolving borrowings outstanding, a $500.0 million term loan, a $4.8 million standby letter of credit outstanding and ~~$179.0~~$346.3 million available for borrowing under the Credit Facility. ~~Currently, we pay interest on revolving and term loan borrowings under the Credit Facility at a variable rate based on the one month London Interbank Offered Rate (LIBOR), plus an applicable margin.~~ The weighted average effective interest rate for the Credit Facility as of ~~June 30, 2022~~March 31, 2023 was approximately ~~2.6%~~4.6%, excluding commitment fees.

Term Facility

Our Term Facility ~~as amended on October 12, 2021,~~ 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 the one month LIBOR, 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. 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 total of the quarterly payments through maturity will be equal to 33.75% of the Term Facility with the final principal repayment, equal to 66.25% of the Term Facility, due on the maturity date. We may prepay amounts outstanding under the Term Facility without penalty other than interest breakage costs.

At ~~June 30, 2022,~~March 31, 2023, there was ~~$161.9~~$154.9 million outstanding under the Term Facility with a weighted average effective interest rate of ~~2.8%~~6.0%. ~~We pay interest on borrowings under the Term Facility at a variable rate based on the one month LIBOR, plus an applicable margin.~~

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 ~~June~~August and from ~~$175.0~~$210.0 million to ~~$315.0~~$340.0 million during the remaining months of the year. The Receivables Facility matures on November 1, ~~2023.~~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.

The Receivables Facility contains terms and conditions (including representations, covenants and conditions precedent) customary for transactions of this type. Additionally, an amortization event will occur if we fail to maintain a maximum average total leverage ratio (average total funded debt/EBITDA) of 3.25 to 1.00 and a minimum fixed charge coverage ratio (EBITDAR/cash interest expense plus rental expense) of 2.25 to 1.00.

At ~~June 30, 2022,~~March 31, 2023, there was ~~$350.0~~$299.6 million outstanding under the Receivables Facility at a weighted average effective interest rate of ~~2.5%~~5.7%, excluding commitment fees.

Financial Covenants

Financial covenants of the Credit Facility, Term Facility and ~~the Term~~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, 2022,~~March 31, 2023, 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 ~~plus~~and (iii) the TTM Average Accounts Securitization Proceeds divided by ~~the~~ TTM EBITDA (as those terms are defined in the Credit Facility). As of ~~June 30, 2022,~~March 31, 2023, our average total leverage ratio equaled ~~1.15~~1.48 (compared to ~~1.06~~1.37 as of ~~March~~December 31, 2022) and the TTM average total indebtedness amount used in this calculation was ~~$1.2~~$1.5 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, 2022,~~March 31, 2023, our fixed charge ratio equaled ~~12.22~~7.96 (compared to ~~12.38~~9.57 as of ~~March~~December 31, 2022) and TTM Rental Expense was ~~$75.4~~$83.2 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, 2022,~~March 31, 2023, we had ~~three~~two interest rate swap contracts in place and ~~two~~one forward-starting interest rate swap ~~contracts,~~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, 2022,~~March 31, 2023, 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 ~~2021~~2022 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, 2022, $422.8~~April 24, 2023, $186.4 million of the current Board-authorized amount under our share repurchase program remained available. We expect to repurchase shares on the open market from time to time depending on market conditions. We plan to fund these repurchases with cash provided by operations and borrowings under the above-described credit facilities.

2924

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

There have been no material changes during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 from what we reported in our ~~2021~~2022 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 ~~2021~~2022 Annual Report on Form 10-K.

Currency Risk

There have been no material changes during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 from what we reported in our ~~2021~~2022 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 ~~2021~~2022 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, 2022,~~March 31, 2023, 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, 2022,~~March 31, 2023, 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.

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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, 2022. There have been no material changes ~~from~~to the risk factors disclosed in Part I, Item 1A ~~“Risk Factors” in~~of our ~~2021~~ Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2022.

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

The table below summarizes the repurchases of our common stock in the ~~second~~first quarter of ~~2022:~~2023:
Period
Total Number
of Shares
Purchased (1)
Average Price
Paid per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plan
Maximum Approximate
Dollar Value of Shares
That May Yet be Purchased
Under the Plan (2)
April 1-30, 2022 68,974 $ 420.64 68,974 $ 413,772,800
May 1-31, 2022 306,365 $ 399.26 306,361 $ 487,683,064
June 1-30, 2022 171,431 $ 378.75 171,431 $ 422,753,395
Total 546,770 $ 395.53 546,766


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan	Maximum Approximate Dollar Value of Shares That May Yet be Purchased Under the Plan (2)
January 1-31, 2023	—	$	—	—	$	230,242,715
February 1-28, 2023	34,851	$	356.99	16,792	$	224,242,921
March 1-31, 2023	109,154	$	350.18	108,134	$	186,382,518
Total	144,005	$	351.83	124,926

(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 419,079 shares surrendered for this purpose in the ~~second~~first quarter of ~~2022.~~2023.

(2)In May 2022, our Board authorized an additional $196.2 million under our share repurchase program for the repurchase of shares of our common stock in the open market at prevailing market ~~prices.~~prices bringing the total authorization available under the program to $600.0 million. As of ~~July 25, 2022, $422.8~~April 24, 2023, $186.4 million of the authorized amount remained available under our current share repurchase program.

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.

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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

2/8/2019

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, 2022~~March 31, 2023 and ~~June 30, 2021;~~March 31, 2022;

2.Consolidated Statements of Comprehensive Income for the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 and ~~June 30, 2021;~~March 31, 2022;

3.Consolidated Balance Sheets at ~~June 30, 2022,~~March 31, 2023, December 31, ~~2021~~2022 and ~~June 30, 2021;~~March 31, 2022;

4.Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~June 30, 2021;~~March 31, 2022;

5.Consolidated Statements of Changes in Stockholders’ Equity for the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 and ~~June 30, 2021;~~March 31, 2022; and

6.Notes to Consolidated Financial Statements.

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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 28, 2022.~~April 27, 2023.


						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

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