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 ~~March 31,~~September 30, 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 ~~April 24,~~October 23, 2023, there were ~~39,038,250~~38,679,169 shares of common stock outstanding.

POOL CORPORATION

Form 10-Q

For the Quarter Ended ~~March 31,~~September 30, 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	67

	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		12

	Item 3. Quantitative and Qualitative Disclosures about Market Risk		2527

	Item 4. Controls and Procedures		2527

PART II. OTHER INFORMATION

	Item 1. Legal Proceedings		2628

	Item 1A. Risk Factors		2628

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		2628

	Item 6. Exhibits		2729

SIGNATURE			2830

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

POOL CORPORATION

Consolidated Statements of Income

(Unaudited)

(In thousands, except per share data)


		Three Months Ended				Three Months Ended				Nine Months Ended
		March 31,				September 30,				September 30,
		2023		2022				2023		2022		2023		2022
Net sales	Net sales	$	1,206,774	$	1,412,650		Net sales	$	1,474,407	$	1,615,339	$	4,538,545	$	5,083,807
Cost of sales	Cost of sales	837,019		965,461			Cost of sales	1,045,676		1,111,652		3,172,276		3,466,126
Gross profit	Gross profit	369,755		447,189			Gross profit	428,731		503,687		1,366,269		1,617,681
Selling and administrative expenses	Selling and administrative expenses	223,984		211,466			Selling and administrative expenses	234,288		239,810		699,046		699,192

Operating income	Operating income	145,771		235,723			Operating income	194,443		263,877		667,223		918,489
Interest and other non-operating expenses, net	Interest and other non-operating expenses, net	15,835		5,198			Interest and other non-operating expenses, net	13,599		11,707		46,327		25,428
Income before income taxes and equity in earnings	Income before income taxes and equity in earnings	129,936		230,525			Income before income taxes and equity in earnings	180,844		252,170		620,896		893,061
Provision for income taxes	Provision for income taxes	28,273		51,322			Provision for income taxes	43,079		62,205		149,339		216,687
Equity in earnings of unconsolidated investments, net	Equity in earnings of unconsolidated investments, net	36		58			Equity in earnings of unconsolidated investments, net	78		90		235		226

Net income	Net income	$	101,699	$	179,261		Net income	$	137,843	$	190,055	$	471,792	$	676,600

Earnings per share attributable to common stockholders:	Earnings per share attributable to common stockholders:						Earnings per share attributable to common stockholders:
Basic	Basic	$	2.60	$	4.46		Basic	$	3.54	$	4.82	$	12.09	$	16.99
Diluted	Diluted	$	2.58	$	4.41		Diluted	$	3.51	$	4.78	$	12.00	$	16.82
Weighted average common shares outstanding:	Weighted average common shares outstanding:						Weighted average common shares outstanding:
Basic	Basic	38,877		39,932			Basic	38,735		39,214		38,816		39,599
Diluted	Diluted	39,189		40,392			Diluted	39,023		39,580		39,112		40,012

Cash dividends declared per common share	Cash dividends declared per common share	$	1.00	$	0.80		Cash dividends declared per common share	$	1.10	$	1.00	$	3.20	$	2.80

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				Three Months Ended				Nine Months Ended
		March 31,				September 30,				September 30,
		2023		2022				2023		2022		2023		2022
Net income	Net income	$	101,699	$	179,261		Net income	$	137,843	$	190,055	$	471,792	$	676,600
Other comprehensive (loss) income:	Other comprehensive (loss) income:						Other comprehensive (loss) income:
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)		(3,809)		11,598
Foreign currency translation (loss) gain							Foreign currency translation (loss) gain	(5,025)		(11,152)		245		(18,491)
Unrealized gains on interest rate swaps, net of the change in taxes of $(305), $(2,925), $(202), and $(8,422)							Unrealized gains on interest rate swaps, net of the change in taxes of $(305), $(2,925), $(202), and $(8,422)	916		8,776		604		25,267
Total other comprehensive (loss) income	Total other comprehensive (loss) income	(1,340)		11,384			Total other comprehensive (loss) income	(4,109)		(2,376)		849		6,776
Comprehensive income	Comprehensive income	$	100,359	$	190,645		Comprehensive income	$	133,734	$	187,679	$	472,641	$	683,376

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

POOL CORPORATION

Consolidated Balance Sheets

(In thousands, except share data)


		March 31,		March 31,		December 31,			September 30,		September 30,		December 31,
		2023		2022		2022			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	$	26,470	$	35,365	$	45,591	Cash and cash equivalents	$	85,220	$	49,079	$	45,591
Receivables, net	Receivables, net	163,048		195,951		128,247		Receivables, net	140,997		189,173		128,247
Receivables pledged under receivables facility	Receivables pledged under receivables facility	401,123		483,976		223,201		Receivables pledged under receivables facility	320,585		360,623		223,201
Product inventories, net	Product inventories, net	1,686,683		1,641,155		1,591,060		Product inventories, net	1,259,308		1,539,572		1,591,060
Prepaid expenses and other current assets	Prepaid expenses and other current assets	27,875		42,310		30,892		Prepaid expenses and other current assets	26,414		61,032		30,892
Total current assets	Total current assets	2,305,199		2,398,757		2,018,991		Total current assets	1,832,524		2,199,479		2,018,991

Property and equipment, net	Property and equipment, net	200,997		180,504		193,709		Property and equipment, net	213,732		184,387		193,709
Goodwill	Goodwill	693,242		688,350		691,993		Goodwill	699,270		691,786		691,993
Other intangible assets, net	Other intangible assets, net	303,753		310,848		305,450		Other intangible assets, net	300,237		307,389		305,450
Equity interest investments	Equity interest investments	1,206		1,184		1,248		Equity interest investments	1,383		1,190		1,248
Operating lease assets	Operating lease assets	274,428		260,285		269,608		Operating lease assets	293,673		255,611		269,608
Other assets	Other assets	84,004		42,213		84,438		Other assets	89,915		48,213		84,438
Total assets	Total assets	$	3,862,829	$	3,882,141	$	3,565,437	Total assets	$	3,430,734	$	3,688,055	$	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	$	739,749	$	685,946	$	406,667	Accounts payable	$	429,436	$	442,226	$	406,667
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	126,093		179,552		168,521		Accrued expenses and other current liabilities	157,172		210,448		168,521
Short-term borrowings and current portion of long-term debt	Short-term borrowings and current portion of long-term debt	33,080		21,265		25,042		Short-term borrowings and current portion of long-term debt	37,788		12,208		25,042
Current operating lease liabilities	Current operating lease liabilities	78,498		71,685		75,484		Current operating lease liabilities	84,724		72,378		75,484
Total current liabilities	Total current liabilities	977,420		958,448		675,714		Total current liabilities	709,120		737,260		675,714

Deferred income taxes	Deferred income taxes	57,868		40,944		58,759		Deferred income taxes	55,226		45,247		58,759
Long-term debt, net	Long-term debt, net	1,332,670		1,483,808		1,361,761		Long-term debt, net	996,109		1,500,337		1,361,761
Other long-term liabilities	Other long-term liabilities	37,623		32,940		35,471		Other long-term liabilities	37,885		26,744		35,471
Non-current operating lease liabilities	Non-current operating lease liabilities	200,498		191,723		198,538		Non-current operating lease liabilities	214,168		187,589		198,538
Total liabilities	Total liabilities	2,606,079		2,707,863		2,330,243		Total liabilities	2,012,508		2,497,177		2,330,243

Stockholders’ equity:	Stockholders’ equity:							Stockholders’ equity:
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
Common stock, $0.001 par value; 100,000,000 shares authorized; 38,676,960, 39,054,302 and 39,069,419 shares issued and outstanding at September 30, 2023, September 30, 2022 and December 31, 2022, respectively								Common stock, $0.001 par value; 100,000,000 shares authorized; 38,676,960, 39,054,302 and 39,069,419 shares issued and outstanding at September 30, 2023, September 30, 2022 and December 31, 2022, respectively	39		39		39
Additional paid-in capital	Additional paid-in capital	586,595		558,755		575,776		Additional paid-in capital	600,009		570,855		575,776
Retained earnings	Retained earnings	665,561		611,583		653,484		Retained earnings	811,434		620,692		653,484
Accumulated other comprehensive income		4,555		3,900		5,895
Accumulated other comprehensive income (loss)								Accumulated other comprehensive income (loss)	6,744		(708)		5,895
Total stockholders’ equity	Total stockholders’ equity	1,256,750		1,174,278		1,235,194		Total stockholders’ equity	1,418,226		1,190,878		1,235,194
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	3,862,829	$	3,882,141	$	3,565,437	Total liabilities and stockholders’ equity	$	3,430,734	$	3,688,055	$	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)

Three Months Ended
March 31,
2023 2022
Operating activities
Net income $ 101,699 $ 179,261
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation 7,632 7,663
Amortization 2,135 2,192
Share-based compensation 4,923 3,657
Equity in earnings of unconsolidated investments, net (36) (58)
Other 2,732 5,777
Changes in operating assets and liabilities, net of effects of acquisitions:
Receivables (211,015) (303,400)
Product inventories (96,011) (306,582)
Prepaid expenses and other assets (5,786) (23,330)
Accounts payable 332,800 287,449
Accrued expenses and other liabilities (35,870) (60,738)
Net cash provided by (used in) operating activities 103,203 (208,109)
Investing activities
Acquisition of businesses, net of cash acquired (1,760) —
Purchases of property and equipment, net of sale proceeds (15,570) (9,159)
Other investments, net (230) —
Net cash used in investing activities (17,560) (9,159)
Financing activities
Proceeds from revolving line of credit 256,079 564,288
Payments on revolving line of credit (376,895) (604,960)
Proceeds from term loan under credit facility — 250,000
Proceeds from asset-backed financing 151,200 155,000
Payments on asset-backed financing (51,100) (50,000)
Payments on term facility (2,313) (2,313)
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 (1,223) (784)
Payments of deferred and contingent acquisition consideration (551) (1,374)
Proceeds from stock issued under share-based compensation plans 5,896 3,135
Payments of cash dividends (39,073) (32,132)
Purchases of treasury stock (50,549) (62,420)
Net cash (used in) provided by financing activities (105,518) 228,717
Effect of exchange rate changes on cash and cash equivalents 754 (405)
Change in cash and cash equivalents (19,121) 11,044
Cash and cash equivalents at beginning of period 45,591 24,321
Cash and cash equivalents at end of period $ 26,470 $ 35,365


	Nine Months Ended
	September 30,
	2023		2022
Operating activities
Net income	$	471,792	$	676,600
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	23,355		23,172
Amortization	6,425		6,523
Share-based compensation	14,592		11,691

Equity in earnings of unconsolidated investments, net	(235)		(226)
Goodwill impairment	550		—
Other	1,157		12,644
Changes in operating assets and liabilities, net of effects of acquisitions:
Receivables	(110,078)		(181,775)
Product inventories	330,850		(223,268)
Prepaid expenses and other assets	(23,431)		(31,171)
Accounts payable	20,667		46,564
Accrued expenses and other liabilities	14,374		(33,284)
Net cash provided by operating activities	750,018		307,470

Investing activities
Acquisition of businesses, net of cash acquired	(11,500)		(8,309)
Purchases of property and equipment, net of sale proceeds	(42,958)		(27,965)


Other investments, net	(48)		1,760
Net cash used in investing activities	(54,506)		(34,514)

Financing activities
Proceeds from revolving line of credit	1,154,601		1,629,740
Payments on revolving line of credit	(1,497,501)		(1,629,688)
Proceeds from term loan under credit facility	—		250,000
Payments on term loan under credit facility	(6,250)		—
Proceeds from asset-backed financing	465,500		215,000
Payments on asset-backed financing	(422,700)		(130,000)
Payments on term facility	(47,313)		(6,937)
Proceeds from short-term borrowings and current portion of long-term debt	19,428		27,396
Payments on short-term borrowings and current portion of long-term debt	(19,182)		(26,960)
Payments of deferred financing costs	(52)		—
Payments of deferred and contingent acquisition consideration	(551)		(1,374)


Proceeds from stock issued under share-based compensation plans	9,278		7,201
Payments of cash dividends	(124,983)		(111,572)
Repurchases of common stock	(187,110)		(471,210)
Net cash used in financing activities	(656,835)		(248,404)
Effect of exchange rate changes on cash and cash equivalents	952		206
Change in cash and cash equivalents	39,629		24,758
Cash and cash equivalents at beginning of period	45,591		24,321
Cash and cash equivalents at end of period	$	85,220	$	49,079

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		Income		Total			Shares	Amount		Capital		Earnings		Income		Total
Balance at December 31, 2022	Balance at December 31, 2022	39,069	$	39	$	575,776	$	653,484	$	5,895	$	1,235,194	Balance at December 31, 2022	39,069	$	39	$	575,776	$	653,484	$	5,895	$	1,235,194
Net income	Net income	—	—		—		101,699		—		101,699		Net income	—	—		—		101,699		—		101,699
Foreign currency translation	Foreign currency translation	—	—		—		—		2,469		2,469		Foreign currency translation	—	—		—		—		2,469		2,469
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)		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	(144)	—		—		(50,549)		—		(50,549)		Repurchases of common stock, net of retirements	(144)	—		—		(50,549)		—		(50,549)
Share-based compensation	Share-based compensation	—	—		4,923		—		—		4,923		Share-based compensation	—	—		4,923		—		—		4,923
Issuance of stock under share-based compensation plans	Issuance of stock under share-based compensation plans	108	—		5,896		—		—		5,896		Issuance of stock under share-based compensation plans	108	—		5,896		—		—		5,896
Declaration of cash dividends	Declaration of cash dividends	—	—		—		(39,073)		—		(39,073)		Declaration of cash dividends	—	—		—		(39,073)		—		(39,073)
Balance at March 31, 2023	Balance at March 31, 2023	39,033	$	39	$	586,595	$	665,561	$	4,555	$	1,256,750	Balance at March 31, 2023	39,033	$	39	$	586,595	$	665,561	$	4,555	$	1,256,750
Net income													Net income	—	—		—		232,250		—		232,250
Foreign currency translation													Foreign currency translation	—	—		—		—		2,801		2,801
Interest rate swaps, net of the change in taxes of $(1,166)													Interest rate swaps, net of the change in taxes of $(1,166)	—	—		—		—		3,497		3,497
Repurchases of common stock, net of retirements													Repurchases of common stock, net of retirements	—	—		—		—		—		—
Share-based compensation													Share-based compensation	—	—		5,073		—		—		5,073
Issuance of stock under share-based compensation plans													Issuance of stock under share-based compensation plans	16	—		1,413		—		—		1,413
Declaration of cash dividends													Declaration of cash dividends	—	—		—		(42,945)		—		(42,945)
Other													Other	—	—		—		(307)		—		(307)
Balance at June 30, 2023													Balance at June 30, 2023	39,049	$	39	$	593,081	$	854,559	$	10,853	$	1,458,532
Net income													Net income	—	—		—		137,843		—		137,843
Foreign currency translation													Foreign currency translation	—	—		—		—		(5,025)		(5,025)
Interest rate swaps, net of the change in taxes of $(305)													Interest rate swaps, net of the change in taxes of $(305)	—	—		—		—		916		916
Repurchases of common stock, net of retirements													Repurchases of common stock, net of retirements	(385)	—		—		(138,003)		—		(138,003)
Share-based compensation													Share-based compensation	—	—		4,596		—		—		4,596
Issuance of stock under share-based compensation plans													Issuance of stock under share-based compensation plans	13	—		2,332		—		—		2,332
Declaration of cash dividends													Declaration of cash dividends	—	—		—		(42,965)		—		(42,965)

Balance at September 30, 2023													Balance at September 30, 2023	38,677	$	39	$	600,009	$	811,434	$	6,744	$	1,418,226

Common Stock Additional
Paid-In Retained Accumulated
Other
Comprehensive
Shares Amount Capital Earnings Income Total
Balance at December 31, 2021 40,193 $ 40 $ 551,963 $ 526,874 $ (7,484) $ 1,071,393
Net income — — — 179,261 — 179,261
Foreign currency translation — — — — (214) (214)
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


	Common Stock			Additional Paid-In		Retained		Accumulated Other Comprehensive
	Shares	Amount		Capital		Earnings		(Loss) Income		Total
Balance at December 31, 2021	40,193	$	40	$	551,963	$	526,874	$	(7,484)	$	1,071,393
Net income	—	—		—		179,261		—		179,261
Foreign currency translation	—	—		—		—		(214)		(214)
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
Repurchases of common stock, net of retirements	(547)	—		—		(216,261)		—		(216,261)
Share-based compensation	—	—		3,914		—		—		3,914
Issuance of stock under share-based compensation plans	25	—		1,972		—		—		1,972
Declaration of cash dividends	—	—		—		(39,896)		—		(39,896)
Balance at June 30, 2022	39,588	$	40	$	564,641	$	662,709	$	1,668	$	1,229,058
Net income	—	—		—		190,055		—		190,055
Foreign currency translation	—	—		—		—		(11,152)		(11,152)
Interest rate swaps, net of the change in taxes of $(2,925)	—	—		—		—		8,776		8,776
Repurchases of common stock, net of retirements	(549)	(1)		—		(192,528)		—		(192,529)
Share-based compensation	—	—		4,120		—		—		4,120
Issuance of stock under share-based compensation plans	15	—		2,094		—		—		2,094
Declaration of cash dividends	—	—		—		(39,544)		—		(39,544)
Balance at September 30, 2022	39,054	$	39	$	570,855	$	620,692	$	(708)	$	1,190,878

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

Newly Adopted Accounting Pronouncements

In conjunction with our debt amendments discussed further in Note 5, we adopted Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and all related amendments, which are codified into Accounting Standards Codification (ASC) 848 as of June 30, 2023. This standard provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships and sale or transfer of debt securities classified as held-to-maturity. The adoption of this standard did not have a material impact on our consolidated financial statements or related disclosures, and we do not expect a material impact in future periods.

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 ~~$4.8~~$0.4 million in the ~~first~~third quarter of 2023 compared to ~~$7.3~~$0.6 million in the ~~first~~third quarter of 2022 and $5.9 million in the nine months ended September 30, 2023, compared to $9.5 million in the nine months ended September 30, 2022.

Retained Earnings

We account for the retirement of treasury shares as a reduction of Retained earnings. As of ~~March 31,~~September 30, 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 ~~$2.2~~$2.3 billion and cumulative dividends of ~~$980.1 million.~~$1.1 billion.

Accumulated Other Comprehensive Income (Loss)

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


		March 31,				December 31,			September 30,				December 31,
		2023		2022		2022			2023		2022		2022
Foreign currency translation adjustments	Foreign currency translation adjustments	$	(17,139)	$	(9,794)	$	(19,608)	Foreign currency translation adjustments	$	(19,363)	$	(28,071)	$	(19,608)
Unrealized gains on interest rate swaps, net of tax	Unrealized gains on interest rate swaps, net of tax	21,694		13,694		25,503		Unrealized gains on interest rate swaps, net of tax	26,107		27,363		25,503
Accumulated other comprehensive income		$	4,555	$	3,900	$	5,895
Accumulated other comprehensive income (loss)								Accumulated other comprehensive income (loss)	$	6,744	$	(708)	$	5,895

~~Recent Accounting Pronouncements Pending Adoption~~

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


~~Standard~~	~~Description~~	~~Effective Date~~	~~Effect on Financial Statements and Other Significant Matters~~
~~ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~ ~~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~~	ASU 2020-04, Reference Rate Reform (Topic 848), provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The 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 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, which refined the scope of ASC 848 and 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 available until December 31, 2024.~~	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 modification related to 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 205,000 for the three months ended September 30, 2023 and 213,000 for the three months ended ~~March 31,~~September 30, 2022, and 207,000 for the nine months ended September 30, 2023 and ~~239,000~~223,000 for the ~~three~~nine months ended ~~March 31,~~September 30, 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				Three Months Ended				Nine Months Ended
		March 31,				September 30,				September 30,
		2023		2022				2023		2022		2023		2022
Net income	Net income	$	101,699	$	179,261		Net income	$	137,843	$	190,055	$	471,792	$	676,600
Amounts allocated to participating securities	Amounts allocated to participating securities	(548)		(1,051)			Amounts allocated to participating securities	(726)		(1,019)		(2,504)		(3,764)
Net income attributable to common stockholders	Net income attributable to common stockholders	$	101,151	$	178,210		Net income attributable to common stockholders	$	137,117	$	189,036	$	469,288	$	672,836

Weighted average common shares outstanding:	Weighted average common shares outstanding:						Weighted average common shares outstanding:
Basic	Basic	38,877		39,932			Basic	38,735		39,214		38,816		39,599
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	312		460			Stock options and employee stock purchase plan	288		366		296		413
Diluted	Diluted	39,189		40,392			Diluted	39,023		39,580		39,112		40,012

Earnings per share attributable to common stockholders:	Earnings per share attributable to common stockholders:						Earnings per share attributable to common stockholders:
Basic	Basic	$	2.60	$	4.46		Basic	$	3.54	$	4.82	$	12.09	$	16.99
Diluted	Diluted	$	2.58	$	4.41		Diluted	$	3.51	$	4.78	$	12.00	$	16.82

Anti-dilutive stock options excluded from diluted earnings per share computations (1)	Anti-dilutive stock options excluded from diluted earnings per share computations (1)	64		1			Anti-dilutive stock options excluded from diluted earnings per share computations (1)	31		33		64		33

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

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

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

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

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.

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


				Fair Value at March 31,							Fair Value at September 30,
		Input Level	Classification	2023		2022			Input Level	Classification	2023		2022
Assets	Assets							Assets
Unrealized gains on interest rate swaps	Unrealized gains on interest rate swaps	Level 2	Other assets	$	28,970	$	18,817	Unrealized gains on interest rate swaps	Level 2	Other assets	$	34,854	$	36,529
Deferred compensation plan asset	Deferred compensation plan asset	Level 1	Other assets	14,014		18,338		Deferred compensation plan asset	Level 1	Other assets	14,075		12,567

Liabilities	Liabilities							Liabilities
Contingent consideration liabilities	Contingent consideration liabilities	Level 3	Accrued expenses and other current liabilities	$	—	$	600	Contingent consideration liabilities	Level 3	Accrued expenses and other current liabilities	$	—	$	546
Unrealized losses on interest rate swaps		Level 2	Accrued expenses and other current liabilities	—		514

Deferred compensation plan liability	Deferred compensation plan liability	Level 1	Other long-term liabilities	14,014		18,338		Deferred compensation plan liability	Level 1	Other long-term liabilities	14,075		12,567

Interest Rate Swaps

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

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

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

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

Derivative

Inception Date

Effective Date

Termination Date

Notional Amount
(in millions)

Fixed Interest Rate

Derivative

Inception Date

Effective Date

Termination Date

Notional Amount
(in millions)

Fixed Interest Rate

Interest rate swap 1

February 5, 2020

February 26, 2021

February 28, 2025

$150.0

1.3800%

Interest rate swap 1

February 5, 2020

February 26, 2021

February 28, 2025

$150.0

1.3260%

Interest rate swap 2

March 9, 2020

September 29, 2022

February 26, 2027

$150.0

0.7400%

Interest rate swap 2

March 9, 2020

September 29, 2022

February 26, 2027

$150.0

0.6690%

For the interest rate swap contracts in effect at ~~March 31,~~September 30, 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 on the Consolidated Balance Sheets to Interest and other non-operating expenses, net on the Consolidated Statements of Income. These amounts were not material in the ~~three-month~~three and nine-month periods ended ~~March 31,~~September 30, 2023 or ~~March 31,~~September 30, 2022.

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

Derivative

Inception Date

Effective Date

Termination Date

Notional
Amount
(in millions)

Fixed
Interest
Rate

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%

Forward-starting interest rate swap

March 9, 2020

February 28, 2025

February 26, 2027

$150.0

0.7630%

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.

We amended the floating rate option for our interest rate swap contracts and forward-starting interest rate swap contract, effective June 30, 2023, to reflect the change in the reference rate in our debt agreements from the one-month London Interbank Offered Rate Market Index Rate (LIBOR) to the one-month Term Secured Overnight Financing Rate Index Rate (Term SOFR). As permitted by ASC 848, a change in rate only does not qualify as a hedge modification, and we have accounted for and presented our interest rate swap contracts and forward-starting interest rate swap contract in the same manner as prior to the amendments.

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

Other

Our deferred compensation plan asset represents investments in securities (primarily mutual funds) traded in an active market (Level 1 inputs) held for the benefit of certain employees as part of our deferred compensation plan. We record an equal and offsetting deferred compensation plan liability, which represents our obligation to participating employees. Changes in the fair value of the plan asset and liability are reflected in Selling and administrative expenses 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 are recorded at fair value on a nonrecurring basis as a result of impairment charges or business combinations. In the three months ended 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.

Note 5 – Debt

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


		March 31,					September 30,
		2023		2022			2023		2022
Variable rate debt	Variable rate debt					Variable rate debt
Short-term borrowings		$	3,011	$	10,854

Current portion of long-term debt:	Current portion of long-term debt:					Current portion of long-term debt:
Australian credit facility	Australian credit facility	11,319		10,411		Australian credit facility	$	12,788	$	12,208
Current portion of term loans under credit facility	Current portion of term loans under credit facility	18,750		—		Current portion of term loans under credit facility	25,000		—
Short-term borrowings and current portion of long-term debt	Short-term borrowings and current portion of long-term debt	$	33,080	$	21,265	Short-term borrowings and current portion of long-term debt	$	37,788	$	12,208

Long-term portion:	Long-term portion:					Long-term portion:
Revolving credit facility	Revolving credit facility	398,895		532,253		Revolving credit facility	$	176,811	$	572,978
Term loan under credit facility	Term loan under credit facility	481,250		500,000		Term loan under credit facility	468,750		500,000
Term facility	Term facility	154,938		164,188		Term facility	109,938		159,563
Receivables securitization facility	Receivables securitization facility	299,600		290,000		Receivables securitization facility	242,300		270,000
Less: financing costs, net	Less: financing costs, net	2,013		2,633		Less: financing costs, net	1,690		2,204
Long-term debt, net	Long-term debt, net	1,332,670		1,483,808		Long-term debt, net	996,109		1,500,337
Total debt	Total debt	$	1,365,750	$	1,505,073	Total debt	$	1,033,897	$	1,512,545

On June 30, 2023, we entered into the Second Amendment to the Second Amended and Restated Credit Agreement (the Credit Facility Amendment) among us as U.S. Borrower, SCP Distributors Canada Inc. as Canadian Borrower, SCP International, Inc. as Euro Borrower, the Subsidiary Guarantors party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and certain other lenders party thereto. The Credit Facility Amendment updated the index used for the Base Rate (as further defined within the Credit Facility Amendment) from LIBOR to Term SOFR. The Credit Facility Amendment also increased the maximum amount for the Accounts Securitization (as further defined within the Credit Facility Amendment) from $350.0 million to $500.0 million and increased the Canadian Dollar Commitment, Euro Commitment and Swingline Commitment (all as further defined within the Credit Facility Amendment) to $50.0 million each.

We also entered into the Second Amendment to Credit Agreement (the Term Facility Amendment) on June 30, 2023, among us, as Borrower, the Guarantors party thereto and Bank of America, N.A. as Lender. The Term Facility Amendment updated the index used for the Base Rate (as further defined within the Term Facility Amendment) from LIBOR to Term SOFR.

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

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

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

You should read the following discussion in conjunction with the accompanying interim Consolidated Financial Statements and notes, the Consolidated Financial Statements and accompanying notes in our 2022 Annual Report on Form 10-K and ~~with~~ Management’s Discussion and Analysis in our 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 regulatory conditions and other forecasts of trends and other matters. Forward-looking statements speak only as of the date of this filing, and we undertake no obligation to publicly update or revise such statements to reflect new circumstances or unanticipated events as they occur. You can identify these statements by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate,” “estimate,” “expect,” “intend,” “believe,” “will likely result,” “outlook,” “project,” “may,” “can,” “plan,” “target,” “potential,” “should” and other words and expressions of similar meaning.

No assurance can be given that the expected results in any forward-looking statement will be achieved, and actual results may differ materially due to one or more factors, including the sensitivity of our business to weather conditions; changes in ~~the~~ economic conditions, consumer discretionary spending, the housing market, inflation or interest rates; our ability to maintain favorable relationships with suppliers and manufacturers; the extent to which home-centric trends associated with the pandemic will 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 2022 Annual Report on Form 10-K, as updated by our subsequent filings with the U.S. Securities and Exchange Commission. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

OVERVIEW

Financial Results

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 decreased ~~15%~~9% in the ~~first~~third quarter of 2023 to ~~$1.2~~$1.5 billion compared to ~~$1.4~~$1.6 billion in the ~~first~~third quarter of 2022 following ~~33%~~14% net sales growth in the ~~first~~third quarter of 2022 and ~~57%~~24% net sales growth in the ~~first~~third quarter of 2021. ~~Weather conditions were generally favorable in our southern markets, where Texas and Florida, our two largest markets in the South, realized combined~~Our base business ~~sales in line with 2022. In contrast,~~ results ~~were unfavorably impacted by unusually wet and cold weather in~~approximated our consolidated results for the ~~western U.S., including California and Arizona, two~~period. At the core of our ~~largest markets, where base~~ business, ~~sales were down a combined 21% from last year. We estimate that sales~~maintenance activities remained stable, indicating steady demand for non-discretionary products, while pool construction-related activities remained weaker as challenging macroeconomic conditions continue weighing heavily on major project consumer spending. Our results were also negatively impacted 2%1% from ~~lower customer early buy activity~~one less selling day in the ~~first~~third quarter of 2023 versus the ~~first~~third quarter of ~~2022 and 1% from continued softness in our European markets.~~2022.

Gross profit decreased ~~17%~~15% to ~~$369.8~~$428.7 million in the ~~first~~third quarter of 2023 from ~~$447.2~~$503.7 million in the same period of 2022. ~~Consistent with our expectations,~~Our gross profit increased at a 14% compound annual growth rate (CAGR) from the third quarter of 2019 to the third quarter of 2023. Gross margin decreased ~~110~~210 basis points to ~~30.6%~~29.1% in the ~~first~~third quarter of 2023 compared to ~~31.7%~~31.2% in the ~~first~~third quarter of ~~2022.~~2022 as we sold through our prior year lower cost inventory purchases.

Selling and administrative expenses (operating expenses) ~~increased 6%~~decreased 2% to ~~$224.0~~$234.3 million in the ~~first~~third quarter of 2023 compared to ~~$211.5~~$239.8 million in the ~~first~~third quarter of ~~2022. Our largest expense growth drivers~~2022 as volume-driven expenses were well managed 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.~~quarter. As a percentage of net sales, operating expenses increased to ~~18.6%~~15.9% in the ~~first~~third quarter of 2023 compared to ~~15.0%~~14.8% in the same period of 2022.

~~Operating~~While operating income in the ~~first~~third quarter of 2023 decreased ~~38%~~26% to ~~$145.8~~$194.4 million from ~~a tough comparison of $235.7~~$263.9 million in the ~~same~~third quarter ~~last year but was 13% higher than~~of 2022, operating income inincreased at a 17% CAGR from the ~~first~~third quarter of ~~2021~~2019 to the third quarter of ~~$129.0 million.~~2023. Operating margin was ~~12.1%~~13.2% in the ~~first~~third quarter of 2023 compared to ~~16.7%~~16.3% in the ~~first~~third quarter of 2022.

Interest and other non-operating expenses, net for the ~~first~~third quarter of 2023 increased ~~$10.6~~$1.9 million compared to the ~~first~~third quarter of 2022, primarily ~~reflecting~~driven by higher average interest ~~rates between periods.~~rates.

We recorded a ~~$4.8~~$0.4 million tax benefit from Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting, in the quarter ended ~~March 31,~~September 30, 2023, compared to a tax benefit of ~~$7.3~~$0.6 million realized in the same period of 2022. This resulted in a ~~$0.12~~$0.01 per diluted share tax benefit in the third quarter of 2023 compared to ~~an $0.18~~a $0.02 per diluted share tax benefit realized in the same period of 2022.

Net income decreased ~~43%~~27% to ~~$101.7~~$137.8 million in the ~~first~~third quarter of 2023 compared to ~~$179.3~~$190.1 million in the ~~first~~third quarter of 2022. Earnings per diluted share decreased ~~41%~~27% to ~~$2.58~~$3.51 in the ~~first~~third quarter of 2023 compared to ~~$4.41~~$4.78 in the same period of 2022. Without the impact from ASU 2016-09 in both periods, earnings per diluted share decreased ~~42%~~26% to ~~$2.46~~$3.50 compared to ~~$4.23~~$4.76 in the ~~first~~third quarter of 2022. Our earnings per diluted share increased at a 16% CAGR from the third quarter of 2019 to the third quarter of 2023 and a 17% CAGR without the impact of ASU2016-19 over the same period.See RESULTS OF OPERATIONS below for definitions of our non-GAAP measures and reconciliations of our non-GAAP measures to GAAP measures.

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

Financial Position and Liquidity

As of ~~March 31,~~September 30, 2023, total net receivables, including pledged receivables, decreased ~~17%~~16% compared to ~~March 31,~~September 30, 2022, ~~driven by~~primarily due to our lower sales ~~trends.~~in 2023. Our days sales outstanding (DSO), as calculated on a trailing four quarters basis, was ~~26.5~~26.3 days at ~~March 31,~~September 30, 2023 and ~~26.4~~27.0 days at ~~March 31,~~September 30, 2022. Our allowance for doubtful accounts balance was ~~$9.0~~$10.6 million at ~~March 31,~~September 30, 2023 and ~~$6.0~~$8.9 million at ~~March 31,~~September 30, 2022.

Net inventory levels ~~increased 3%~~of $1.3 billion as of September 30, 2023 decreased $280.3 million, or 18%, compared to ~~levels at March 31,~~September 30, 2022 ~~which compares~~and $331.8 million, or 21%, compared to ~~the 19% increase that we reported as of~~ December 31, 2022 ~~(compared~~as we sold the remainder of prior year strategic purchases we made to December 31, 2021). We are pleased with the progress in utilizing our strategic inventory buys and believe that we are appropriately stocked to ensure product availability during the swimming pool season and to support our new locations.compensate for supply chain challenges. Our inventory reserve was ~~$24.5~~$25.9 million at ~~March 31,~~September 30, 2023 and ~~$19.8~~$23.4 million at ~~March 31,~~September 30, 2022. Our inventory turns, as calculated on a trailing four quarters basis, were ~~2.5~~2.6 times at ~~March 31,~~September 30, 2023 and ~~3.1~~2.7 times at ~~March 31,~~September 30, 2022.

Total debt outstanding at ~~March 31,~~September 30, 2023 was ~~$1.4~~$1.0 billion compared to $1.5 billion at ~~March~~September 30, 2022 down $478.6 million from September 30, 2022 and $352.9 million lower than $1.4 billion at December 31, 2022, as we have used operating cash flows to ~~make payments on~~reduce our ~~debt balances. We have utilized debt proceeds over the past twelve months primarily to fund share repurchases and investments in working capital.~~debt.

Current Trends and Outlook

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

~~Based on our results to-date and trends observed into the second quarter, we now~~We expect sales for the full year of 2023 to be down in the ~~mid-single digits~~range of around 10% compared to 2022 ~~versus the flat to down 3% from our initial projections~~as previously disclosed in our ~~2022 Annual~~Second Quarter 2023 Report on Form ~~10-K. Our 2022 Annual Report~~10-Q with sales in the fourth quarter of 2023 down in the mid- to high-single digits, primarily dependent on ~~Form 10-K outlines the details of our initial projections. Our overall expectations related to renovation~~weather conditions 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 30% based on less available buildable days and current permit trends. Maintenance revenue is also expected to see a 1% lower increase than previously expected, from the use of less consumables stemming from the unfavorable weather in the first quarter.activities.

As previously disclosed in our 2022 Annual Report on Form 10-K, we project gross margin for the full year of 2023 to be in line with our long-term outlook of approximately 30.0% ~~with higher~~. We expect gross margin in the ~~first half~~fourth quarter of 2023 ~~compared to the latter half~~ of ~~the year as we sell through inventory purchased prior to recent price increases.~~approximately 29.0%.

We plan to leverage our existing infrastructure and manage discretionary spending to limit operating expense growth ~~between plus or minus 2%~~to 1% compared to the full year of ~~2022.~~2022, not considering any acquisitions that may arise in the last quarter of the year.

We project that our annual effective tax rate (without the benefit from ASU 2016-09) for 2023 will approximate ~~25.3%~~25.0% to ~~25.5%~~25.2%. 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 ~~$4.8~~$5.9 million, or ~~$0.12~~$0.15 per diluted share, tax benefit from ASU 2016-09 for the ~~three~~nine months ended ~~March 31,~~September 30, 2023. We may recognize additional tax benefits related to stock option exercises in 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 March 31,~~for the nine months ended September 30, 2023.

We expect 2023 diluted EPS in the range of ~~$14.62~~$13.15 to ~~$16.12,~~$13.65, including the impact of year-to-date tax benefits of ~~$0.12.~~$0.15. We expect to continue to use cash for the payment of cash dividends as and when declared by our Board of Directors (Board) and to fund opportunistic share repurchases ~~through the remainder of 2023.~~under our Board-authorized share repurchase program.

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 ~~March 31,~~September 30, 2023, we conducted operations through ~~427~~434 sales centers in North America, Europe and Australia. For the ~~three~~nine months ended ~~March 31,~~September 30, 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				Three Months Ended				Nine Months Ended
		March 31,				September 30,				September 30,
		2023		2022				2023		2022		2023		2022
Net sales	Net sales	100.0	%	100.0	%		Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	Cost of sales	69.4		68.3			Cost of sales	70.9		68.8		69.9		68.2
Gross profit	Gross profit	30.6		31.7			Gross profit	29.1		31.2		30.1		31.8
Selling and administrative expenses	Selling and administrative expenses	18.6		15.0			Selling and administrative expenses	15.9		14.8		15.4		13.8

Operating income	Operating income	12.1		16.7			Operating income	13.2		16.3		14.7		18.1
Interest and other non-operating expenses, net	Interest and other non-operating expenses, net	1.3		0.4			Interest and other non-operating expenses, net	0.9		0.7		1.0		0.5
Income before income taxes and equity in earnings	Income before income taxes and equity in earnings	10.8	%	16.3	%		Income before income taxes and equity in earnings	12.3	%	15.6	%	13.7	%	17.6	%

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

Three Months Ended ~~March 31,~~September 30, 2023 Compared to Three Months Ended ~~March 31,~~September 30, 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
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 %
Base Business

~~In our calculation of our~~We calculate 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~~

~~January - March 2023~~

~~Porpoise Pool & Patio, Inc.~~

~~December 2021~~

~~January - March 2023 and January - March 2022~~

~~Wingate Supply, Inc.~~

~~December 2021~~

~~January - February 2023 and January - February 2022~~

~~When calculating our base business results, we exclude sales centers that are acquired, closed or opened in new markets~~by excluding, for a period of 15 ~~months.~~months, sales centers that we acquire, open in new markets or close. 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~~we consolidate with acquired sales centers.

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

We have not provided separate base business income statements within this Form 10-Q as base business results approximated consolidated results, and acquisitions and sales centers excluded from base business contributed less than 1% to the change in net sales.

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


December 31, 2022			420
Acquired locations			24
New locations			510

~~March 31,~~September 30, 2023			~~427~~434

Net Sales


		Three Months Ended								Three Months Ended
		March 31,								September 30,
(in millions)	(in millions)	2023		2022		Change			(in millions)	2023		2022		Change
Net sales	Net sales	$	1,206.8	$	1,412.7	$	(205.9)	(15)%	Net sales	$	1,474.4	$	1,615.3	$	(140.9)	(9)%

~~Net sales and base business net sales decreased 15% in the first quarter of 2023 compared to the first quarter of 2022 following 33%~~Following 14% net sales growth in the ~~first~~third quarter of 2022 and ~~57%~~24% net sales growth in the ~~first~~third quarter of ~~2021. In~~2021 (in both cases compared to the ~~first~~prior year quarter), net sales of $1.5 billion in the third quarter of 2023 ~~differing weather conditions contributed~~decreased 9% compared to ~~variability~~$1.6 billion in the third quarter of 2022. Our base business results approximated our consolidated results ~~across geographies. Our southern markets experienced more typical weather during~~for the period. From 2019 to 2023, our third quarter ~~and generated encouraging results. However, higher precipitation and cooler temperatures suppressed results in our western markets, including California and Arizona, two~~net sales grew at a CAGR of 13%. At the core of our ~~largest markets, hampering new~~business, maintenance activities remained stable, indicating steady demand for non-discretionary products, while pool ~~construction~~construction-related activities ~~and sales of maintenance-related products.~~remained weaker as challenging macroeconomic conditions continue weighing heavily on major project consumer spending.

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

•~~We estimate that unfavorable weather conditions in the first quarter~~Our net sales were negatively impacted by lower sales ~~by approximately 5%~~volumes from reduced pool construction activity and discretionary replacement activity (see discussion below).

•Net sales benefited approximately 4%2% to 5%3% from inflationary product cost increases, which is net of price deflation for some products including chemical sanitizers, PVC pipe and rebar. This compares to a benefit of ~~10%~~9% to ~~12%~~10% in the ~~first~~third quarter of 2022.

•Sales were ~~also~~ negatively impacted 2%1% from ~~lower customer early buy activity~~one less selling day in the ~~first~~third quarter of 2023 versus the ~~first~~third quarter of ~~2022 and 1% from continued softness in our European markets.~~2022.

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.

Related to our product sales, following a period of significant growth over the past three years, we observed a period-over-period decline in volumes of discretionary products sold, aslargely due to lagging new pool construction activities moderated and were further impacted by unfavorable weather conditions and macroeconomic impacts. This is evidenced by lower sales for product offerings such as equipment and building materials.activities. In the ~~first~~third quarter of 2023, ~~base business~~ sales of equipment, which includes swimming pool heaters, pumps, lights, filters and automation, decreased ~~14%~~9% compared to the same period last year, and collectively represented approximately ~~30%~~28% of net sales for the period. Sales of building materials decreased 7%13% compared to the ~~first~~third quarter of 2022 and represented approximately ~~14%~~12% of net sales in the ~~first~~third quarter of 2023.

approximately 14% of our total net sales. As consumers take advantage of travel opportunities, sales to commercial swimming pool customers increased 10% in the third quarter of 2023 compared to the third quarter of 2022 and represented approximately ~~10%~~4% of our net sales for the first quarter of 2023. Including the impact of our December 2021 acquisition of Porpoise Pool & Patio, sales to retail customers decreased 12% and represented approximately 14% of our net sales. Sales to commercial swimming pool customers increased 12% in the first quarter of 2023 compared to the first quarter of 2022 and represented approximately 5% of our net sales for the firstthird quarter of 2023.

Net sales in Europe, representing 4% of our total net sales in the first quarter of 2023, declined 25% compared to the first quarter of 2022, impacted by continued macroeconomic uncertainty from the war in Ukraine and increased fuel prices.

Gross Profit


		Three Months Ended										Three Months Ended
		March 31,										September 30,
(in millions)	(in millions)	2023			2022			Change			(in millions)	2023			2022			Change
Gross profit	Gross profit	$	369.8		$	447.2		$	(77.4)	(17)%	Gross profit	$	428.7		$	503.7		$	(75.0)	(15)%
Gross margin	Gross margin	30.6		%	31.7		%				Gross margin	29.1		%	31.2		%

Gross margin decreased ~~110~~210 basis points to ~~30.6%~~29.1% in the ~~first~~third quarter of 2023 compared to 31.2% in the ~~first~~third quarter of ~~2022 when gross margin increased 330 basis points to 31.7% (over the same period in 2021).~~2022. Our prior year gross margin benefited from our strategic inventory buys, when we purchased product ahead of vendor price increases. As our sales benefited from higher ~~levels of~~ inflation, ~~and price increases, while~~we were able to sell those products at a lower average cost to our sales price. Our gross margin in the ~~first~~third quarter of 2023 ~~began~~was also unfavorably impacted by a variety of factors, including product mix and customer mix and a more competitive pricing environment. Related to ~~trend more~~product mix, we realized lower sales of higher margin building materials due to a decline in ~~line with~~construction and remodel activity, in addition to price deflation on trichlor. Changes in our ~~longer-term annual gross~~customer mix resulted from a higher proportion of sales to larger, lower margin ~~outlook of 30.0%.~~customers. Gross margin in the ~~first~~third quarter of 2023 also ~~reflected continued benefits~~reflects a typical sequential decrease from ~~sales~~the 30.6% gross margin realized in the second quarter of ~~strategic lower cost inventory purchases ahead of recent vendor price increases.~~2023.

Operating Expenses


		Three Months Ended										Three Months Ended
		March 31,										September 30,
(in millions)	(in millions)	2023			2022			Change			(in millions)	2023			2022			Change
Selling and administrative expenses	Selling and administrative expenses	$	224.0		$	211.5		$	12.5	6%	Selling and administrative expenses	$	234.3		$	239.8		$	(5.5)	(2)%

Operating expenses as a % of net sales	Operating expenses as a % of net sales	18.6		%	15.0		%				Operating expenses as a % of net sales	15.9		%	14.8		%

Operating expenses ~~increased 6%~~decreased 2% in the ~~first~~third quarter of 2023 compared to the ~~first~~third quarter of ~~2022. Our largest expense growth drivers~~2022 as volume-driven expenses were well managed during the quarter. Our operating expenses reflect lower employee-related costs, lower variable and discretionary expenses and reduced delivery and vehicle operating costs. Employee-related expenses were down 5% from the third quarter ~~related~~of 2022, primarily reflecting lower performance-based compensation expense and controlled overtime and temporary employee pay that correlate with lower sales volumes. Freight-related costs declined due to ~~higher rent~~lower fuel costs and ~~facility costs, increased labor costs, the return of in-person customer-facing retail events and investments in customer-focused projects.~~lower sales. These ~~increases~~expense decreases were partially offset by ~~lower performance-based compensation expense.~~higher building and insurance costs between periods related to inflation and the expansion of our network. We recorded goodwill impairment of $0.6 million during the third quarter of 2023, primarily related to one of our Horizon reporting units in Texas that we previously identified as being most at risk of goodwill impairment.

Interest and Other Non-Operating Expenses, Net

Interest and other non-operating expenses, net for the ~~first~~third quarter of 2023 increased ~~$10.6~~$1.9 million compared to the ~~first~~third quarter of ~~2022.~~2022, as higher average interest rates more than offset a decrease in average debt between periods. Our weighted average effective interest rate increased to ~~4.8%~~5.2% in the ~~first~~third quarter of 2023 from ~~1.5%~~3.2% in the ~~first~~third quarter of 2022 on average outstanding debt of ~~$1.3~~$1.0 billion ~~in both~~and $1.5 billion for the respective periods.

Income Taxes

Our effective income tax rate was ~~21.8%~~23.8% for the three months ended ~~March 31,~~September 30, 2023, compared to ~~22.3%~~24.7% for the three months ended ~~March 31,~~September 30, 2022. We recorded a ~~$4.8~~$0.4 million tax benefit from ASU 2016-09 in the quarter ended ~~March 31,~~September 30, 2023, compared to a tax benefit of ~~$7.3~~$0.6 million realized in the same period last year. Without the benefit from ASU 2016-09 in both periods, our effective tax rate was ~~25.5%~~24.1% for the ~~first~~third quarter of 2023 and ~~25.4%~~24.9% for the ~~first~~third quarter of 2022. Our third quarter effective income tax rate is typically lower compared to other quarters due to the annual expiration of statutes of limitations in the various jurisdictions where we have recorded uncertain tax positions.

Net Income and Earnings Per Share

Net income decreased ~~43%~~27% to ~~$101.7~~$137.8 million in the ~~first~~third quarter of 2023 compared to ~~$179.3~~$190.1 million in the ~~first~~third quarter of 2022. Earnings per diluted share decreased ~~41%~~27% to ~~$2.58~~$3.51 in the ~~first~~third quarter of 2023 compared to ~~$4.41~~$4.78 in the same period of 2022. Without the impact from ASU 2016-09 in both periods, earnings per diluted share decreased ~~42%~~26% to ~~$2.46~~$3.50 in the ~~first~~third quarter of 2023 compared to ~~$4.23~~$4.76 in the ~~first~~third quarter of 2022. See the reconciliation of GAAP to non-GAAP measures below.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Net Sales


	Nine Months Ended
	September 30,
(in millions)	2023		2022		Change
Net sales	$	4,538.5	$	5,083.8	$	(545.3)	(11)%

Net sales for the first nine months of 2023 decreased 11% compared to the same period last year. Differing weather conditions in the first half of 2023 contributed to variability in our results across our geographic markets in the first and second quarters of the year. While our southern markets experienced more typical weather during the first quarter of 2023 and generated encouraging results, higher precipitation and cooler temperatures suppressed results in our western markets, including two of our largest markets, California and Arizona. In the second quarter of 2023, cautious consumer sentiment combined with a slow start to the swimming pool season after unfavorable weather early in the quarter led to slower maintenance activity than anticipated, reduced outdoor living construction activity and deferred discretionary replacement activity. In the third quarter of 2023, results reflected lower sales volumes from reduced pool construction activity and discretionary replacement activity. Net sales benefits from record hot temperatures across the southern United States in the third quarter were largely offset by rainy conditions in the Northeast.

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

•Net sales benefited approximately 4% from inflationary product cost increases, which compares to a benefit of 9% to 10% in the first nine months of 2022.

•We estimate that unfavorable weather conditions in the first nine months of 2023 negatively impacted sales by approximately2%.

•Sales were also negatively impacted 1% from lower customer early buy activity in the first nine months of 2023 versus the first nine months of 2022.

The impact of differing weather patterns contributed to variability in the results of our geographic markets in the first nine months of the year, particularly in the first half of the year. Net sales in our North American seasonal markets, representing 44% of our net sales in the first nine months of 2023, decreased 14% compared to the first nine months 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 North American year-round markets, representing 52% of our net sales in the first nine months of 2023, decreased 9% compared to the first nine months of 2022.

Related to our product sales, following a period of significant growth over the past three years, we observed a year-over-year decline in volumes of discretionary products sold, largely due to lagging new pool construction activities. In the first nine months of 2023, sales of equipment, which includes swimming pool heaters, pumps, lights, filters and automation, decreased approximately 10% compared to the same period last year and collectively represented 29% of net sales in the first nine months of 2023. Sales of building materials decreased 9% compared to the first nine months of 2022 and represented approximately 13% of net sales in the first nine months of 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 sales trends in these areas are reflected in the discussion above. Sales to retail customers decreased 9% in the first nine months of 2023 compared to the first nine months of 2022 and represented approximately 15% of our consolidated net sales. As consumers take advantage of travel opportunities, sales to commercial customers increased 10% in the first nine months of 2023 compared to the first nine months of 2022 and represented approximately 4% of our consolidated net sales in the first nine months of 2023.

Gross Profit


	Nine Months Ended
	September 30,
(in millions)	2023			2022			Change
Gross profit	$	1,366.3		$	1,617.7		$	(251.4)	(16)%
Gross margin	30.1		%	31.8		%

Gross margin declined 170 basis points to 30.1% in the nine months ended September 30, 2023, compared to 31.8% in the first nine months of 2022. Our prior year gross margin benefited from higher levels of inflation and price increases, while gross margin in the first nine months of 2023 is in line with our longer-term annual gross margin outlook of 30.0%. Our gross margin in the first half of 2023 reflected benefits from sales of strategic lower cost inventory purchases we made ahead of vendor price increases, which was most impactful in the first quarter of 2023 when a higher portion of lower-priced inventory was sold. Gross margin in the third quarter of 2023 was also impacted by less advantageous product and customer mix and a competitive pricing environment.

Operating Expenses


	Nine Months Ended
	September 30,
(in millions)	2023			2022			Change
Selling and administrative expenses	$	699.0		$	699.2		$	(0.2)	—%

Operating expenses as a % of net sales	15.4		%	13.8		%

Operating expenses for the nine months ended September 30, 2023 were flat compared to the prior year period. Our largest expense growth drivers related to higher rent and facility costs, increased insurance and healthcare-related costs, the return of in-person customer-facing retail events and investments in customer-focused projects. These increases were offset by lower employee-related costs, lower variable and discretionary expenses and reduced delivery and vehicle operating costs. We also recorded goodwill impairment of $0.6 million in the first nine months of 2023, primarily related to one of our Horizon reporting units in Texas that we previously identified as being most at risk of goodwill impairment.

Interest and Other Non-Operating Expenses, Net

Interest and other non-operating expenses, net for the first nine months of 2023 increased $20.9 million compared to the same period last year, as higher average interest rates more than offset a decrease in average debt between periods. Our weighted average effective interest rate increased to 5.1% from 2.3% for the respective periods on average outstanding debt of $1.2 billion for the first nine months of 2023 versus $1.5 billion for the same period of 2022.

Income Taxes

Our effective income tax rate was 24.1% for the nine months ended September 30, 2023, compared to 24.3% for the nine months ended September 30, 2022. We recorded a $5.9 million, or $0.15 per diluted share, tax benefit from ASU 2016-09 in the nine months ended September 30, 2023,compared to a $9.5 million, or $0.24 per diluted share, tax benefit in the same period of 2022. Without the benefits from ASU 2016-09, our effective tax rate was 25.0% for the nine months ended September 30, 2023, and 25.3% for the nine months ended September 30, 2022.

Net Income and Earnings Per Share

Net income decreased 30% to $471.8 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022. Earnings per diluted share decreased 29% to $12.00 for the nine months ended September 30, 2023, versus $16.82 per diluted share for the nine months ended September 30, 2022. Without the impact from ASU 2016-09 in both periods, earnings per diluted share decreased 29% to $11.85 for the nine months ended September 30, 2023, compared to $16.58 for the nine months ended September 30, 2022. 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)	(Unaudited)	Three Months Ended				(Unaudited)	Three Months Ended				Nine Months Ended
		March 31,					September 30,				September 30,
		2023		2022					2023		2022		2023		2022
Diluted EPS	Diluted EPS	$	2.58	$	4.41			Diluted EPS	$	3.51	$	4.78	$	12.00	$	16.82

ASU 2016-09 tax benefit	ASU 2016-09 tax benefit	(0.12)		(0.18)				ASU 2016-09 tax benefit	(0.01)		(0.02)		(0.15)		(0.24)

Adjusted diluted EPS	Adjusted diluted EPS	$	2.46	$	4.23			Adjusted diluted EPS	$	3.50	$	4.76	$	11.85	$	16.58

1820

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 2022, we generated approximately 59% of our net sales and 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 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,~~We believe this information reflects all normal and recurring adjustments considered necessary for a fair presentation of this data. The results of any one or more quarters are not necessarily a good indication of results for an entire fiscal year or of continuing future trends for a variety of reasons, including the seasonal nature of our business and the impact of new and acquired sales centers.


(Unaudited)	(Unaudited)	QUARTER																(Unaudited)	QUARTER
(in thousands)	(in thousands)	2023		2022								2021						(in thousands)	2023						2022								2021
		First		Fourth		Third		Second		First		Fourth		Third		Second			Third		Second		First		Fourth		Third		Second		First		Fourth
Statement of Income Data	Statement of Income Data																	Statement of Income Data
Net sales	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	Net sales	$	1,474,407	$	1,857,363	$	1,206,774	$	1,095,920	$	1,615,339	$	2,055,818	$	1,412,650	$	1,035,557
Gross profit	Gross profit	369,755		315,731		503,687		666,804		447,189		322,376		441,899		551,685		Gross profit	428,731		567,783		369,755		315,731		503,687		666,804		447,189		322,376
Operating income	Operating income	145,771		107,295		263,877		418,888		235,723		127,891		237,276		338,586		Operating income	194,443		327,009		145,771		107,295		263,877		418,888		235,723		127,891
Net income	Net income	101,699		71,863		190,055		307,283		179,261		107,609		184,665		259,695		Net income	137,843		232,250		101,699		71,863		190,055		307,283		179,261		107,609

Balance Sheet Data	Balance Sheet Data																	Balance Sheet Data
Total receivables, net	Total receivables, net	$	564,171	$	351,448	$	549,796	$	756,585	$	679,927	$	376,571	$	476,150	$	585,566	Total receivables, net	$	461,582	$	630,950	$	564,171	$	351,448	$	549,796	$	756,585	$	679,927	$	376,571
Product inventories, net	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		Product inventories, net	1,259,308		1,392,886		1,686,683		1,591,060		1,539,572		1,579,101		1,641,155		1,339,100
Accounts payable	Accounts payable	739,749		406,667		442,226		604,225		685,946		398,697		414,156		439,453		Accounts payable	429,436		485,100		739,749		406,667		442,226		604,225		685,946		398,697
Total debt	Total debt	1,365,750		1,386,803		1,512,545		1,595,398		1,505,073		1,183,350		362,819		423,116		Total debt	1,033,897		1,184,586		1,365,750		1,386,803		1,512,545		1,595,398		1,505,073		1,183,350

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.

1921

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 2023 and 2022 Results

During the third quarter of 2023, sales benefited from record breaking temperatures and below average precipitation across the southern United States, especially Texas, Louisiana and Florida. These benefits were largely offset by rainy conditions in the Northeast. Comparatively, sales in the third quarter of 2022 were generally aided by above-average temperatures throughout much of the contiguous United States, although Florida saw a decline in sales due to closures resulting from Hurricane Ian towards the end of the quarter.

Overall, weather conditions unfavorably impacted sales in the second quarter of 2023, particularly at the beginning of the second quarter. The first week of April through Easter weekend was much cooler across the West versus both average temperatures and prior year. The last week of April was also significantly cooler than normal from Texas through the mid-Atlantic region, excluding the coastal Southeast. While the Northeast had warmer than average weather the first few weeks of April, temperatures cooled dramatically through the first week of May and smoke from wildfires in Canada unfavorably impacted sales in early June. Weather in Florida was more normal and consistent with prior year, while favorable weather conditions compared to the second quarter of 2022 were limited to the Pacific Northwest and Europe. Similarly, sales growth in the second quarter of 2022 was challenged by unfavorable weather conditions in our seasonal markets and Europe; however, our southern markets benefited from above-average temperatures, particularly in Texas.

Weather conditions varied across the contiguous United States throughout the first quarter of 2023. Conditions were generally favorable in our southern markets, where sales benefited from 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 California and Arizona, which are two of our largest markets. Comparatively, in the first quarter of 2022, overall weather conditions 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.

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 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;

•inventory and other operating expenses;

•strategic acquisitions executed opportunistically;

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

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

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

We focus our capital expenditure plans principally on the needs of our sales centers, and in recent years have increased our spending on information technology. Historically, our capital expenditures 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~~From 2020 to 2022, 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 and our spending through September 30, 2023, we project capital expenditures in 2023 will approximate 1.0% of net sales.

Sources and Uses of Cash

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


		Three Months Ended					Nine Months Ended
		March 31,					September 30,
		2023		2022			2023		2022
Operating activities	Operating activities	$	103,203	$	(208,109)	Operating activities	$	750,018	$	307,470
Investing activities	Investing activities	(17,560)		(9,159)		Investing activities	(54,506)		(34,514)
Financing activities	Financing activities	(105,518)		228,717		Financing activities	(656,835)		(248,404)

Net cash provided by operations improved to ~~$103.2~~$750.0 million for the first ~~three~~nine months of 2023 from ~~net cash used in operations of $208.1~~$307.5 million for the first ~~three~~nine months of 2022, primarily driven by positive changes in working capital, particularly as we ~~sell~~sold through our prior year strategic inventory purchases, partially offset by lower net income.

Net cash used in investing activities for the first ~~three~~nine months of 2023 increased $20.0 million compared to the first ~~three~~nine months of 2022, primarily due to a ~~$6.4~~$15.0 million increase in capital expenditures and ~~$1.8~~a $3.2 million ofincrease in cash used for ~~the acquisition of a business in the first quarter of 2023.~~acquisitions.

Net cash used in financing activities was ~~$105.5~~$656.8 million for the first ~~three~~nine months of 2023 compared to ~~net cash provided by financing activities of $228.7~~$248.4 million for the first ~~three~~nine months of 2022, primarily reflecting ~~$21.2~~$353.4 million of net debt payments in the first ~~three~~nine months of 2023 versus ~~$321.5~~$328.6 million of net debt proceeds in the first ~~three~~nine months of 2022 and an increase in dividends paid of ~~$6.9~~$13.4 million, partially offset by ~~an $11.9~~a $284.1 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). Effective June 30, 2023, we amended the index rate used to pay interest on our Credit Facility and Term Facility, from the one-month London Interbank Offer Rate (LIBOR) to the one-month Term Secured Overnight Financing Rate Index Rate (Term SOFR). For additional details regarding these facilities, including recent amendments, see the summary descriptions below and more complete descriptions in Note 5 of our ~~"Notes~~“Notes to Consolidated Financial Statements,” included in Part II, Item 8 in our 2022 Annual Report on Form 10-K and Note 5 of “Notes to Consolidated Financial Statements” included in Part I, Item 1 of this Form 10-Q.

Credit Facility

Our Credit Facility provides for $1.25 billion in borrowing capacity consisting of a $750.0 million five-year unsecured revolving credit facility and a $500.0 million term loan facility. The Credit Facility also includes sublimits for the issuance of swingline loans and standby letters of credit. We pay interest on revolving and term loan borrowings under the Credit Facility at a variable rate based on ~~the one month London Interbank Offered Rate (LIBOR),~~one-month Term SOFR, plus an applicable margin. The term loan requires quarterly amortization payments during the third, fourth and fifth years of the loan, beginning in September 2023 aggregating to 20% of the original principal amount ~~of the loan 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 ~~March 31,~~September 30, 2023, there was ~~$398.9~~$176.8 million of revolving borrowings outstanding, a ~~$500.0~~$493.8 million term loan, a ~~$4.8~~$16.0 million standby letter of credit outstanding and ~~$346.3~~$557.2 million available for borrowing under the Credit Facility. The weighted average effective interest rate for the Credit Facility as of ~~March 31,~~September 30, 2023, was approximately ~~4.6%~~4.5%, excluding commitment fees.

Term Facility

Our Term Facility provides for $185.0 million in borrowing capacity and matures on December 30, 2026. Proceeds from the Term Facility were used to pay down the Credit Facility in December 2019, adding borrowing capacity for future share repurchases, acquisitions and growth-oriented working capital expansion. We pay interest on borrowings under the Term Facility at a variable rate based on ~~the~~ one month ~~LIBOR,~~Term SOFR, plus an applicable margin. The Term Facility is repaid in quarterly installments of 1.250% of the Term Facility on the last business day of each quarter beginning in the first quarter of ~~2020.~~2020 with the final principal repayment due on the maturity date. We may prepay amounts outstanding under the Term Facility without penalty other than interest breakage costs. 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 ~~March 31,~~September 30, 2023, there was ~~$154.9~~$109.9 million outstanding under the Term Facility with a weighted average effective interest rate of ~~6.0%~~6.5%.

Receivables Securitization Facility

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

The Receivables Facility provides for the sale of certain of our receivables to a wholly-owned subsidiary (the Securitization Subsidiary). The Securitization Subsidiary transfers variable undivided percentage interests in the receivables and related rights

to certain third-party financial institutions in exchange for cash proceeds, limited to the applicable funding capacities. Upon payment of the receivables by customers, rather than remitting to the financial institutions the amounts collected, we retain such collections as proceeds for the sale of new receivables until payments become due.

At ~~March 31,~~September 30, 2023, there was ~~$299.6~~$242.3 million outstanding under the Receivables Facility at a weighted average effective interest rate of ~~5.7%~~6.2%, excluding commitment fees.

Financial Covenants

Financial covenants of the Credit Facility, Term Facility and Receivables Facility include maintenance of a maximum average total leverage ratio and a minimum fixed charge coverage ratio, which are our most restrictive financial covenants. As of ~~March 31,~~September 30, 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 and (iii) the TTM Average Accounts Securitization Proceeds divided by TTM EBITDA (as those terms are defined in the Credit Facility). As of ~~March 31,~~September 30, 2023, our average total leverage ratio equaled 1.48 (compared to ~~1.37~~1.48 as of ~~December 31, 2022)~~June 30, 2023) and the TTM average total indebtedness amount used in this calculation was ~~$1.5~~$1.2 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 ~~March 31,~~September 30, 2023, our fixed charge ratio equaled ~~7.96~~6.07 (compared to ~~9.57~~6.74 as of ~~December 31, 2022)~~June 30, 2023) and TTM Rental Expense was ~~$83.2~~$89.0 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 ~~March 31,~~September 30, 2023, we had two interest rate swap contracts in place and one forward-starting interest rate swap contract, each of which has the effect of converting our exposure to variable interest rates on a portion of our variable rate borrowings to fixed interest rates. For more information, see Note 4 of “Notes to Consolidated Financial Statements” included in Part I, Item 1 of this Form 10-Q.

Compliance and Future Availability

As of ~~March 31,~~September 30, 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 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 ~~April 24,~~October 23, 2023, ~~$186.4~~$463.3 million remained available to purchase shares of ~~the current Board-authorized amount~~our common stock under our current Board-approved share repurchase ~~program remained available.~~program. We expect to repurchase shares on the open market from time to time ~~depending on~~subject to market conditions. We plan to fund these repurchases with cash provided by operations and borrowings under the above-described credit facilities.

2426

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

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

Currency Risk

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

2527

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 to the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 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 ~~first~~third quarter of 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)
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


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)
July 1-31, 2023	—	$	—	—	$	600,000,000
August 1-31, 2023	166,447	$	360.77	166,299	$	540,002,039
September 1-30, 2023	218,295	$	351.27	218,295	$	463,320,854
Total	384,742	$	355.38	384,594

(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 ~~19,079~~148 shares surrendered for this purpose in the ~~first~~third quarter of 2023.

(2)In May ~~2022,~~2023, our Board authorized an additional ~~$196.2~~$413.6 million under our share repurchase program for the repurchase of shares of our common stock in the open market at prevailing market prices bringing the total authorization available under the program to $600.0 million. As of ~~April 24,~~October 23, 2023, ~~$186.4~~$463.3 million of the authorized amount remained available for use 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.

2628

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~~10/25/2023

4.1

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

8-K

000-26640

5/19/2006

31.1

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

31.2

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

32.1

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

101.INS

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

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

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

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

1.Consolidated Statements of Income for the three and nine months ended ~~March 31,~~September 30, 2023 and ~~March 31,~~September 30, 2022;

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

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

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

5.Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended ~~March 31,~~September 30, 2023 and ~~March 31,~~September 30, 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 ~~April 27,~~October 26, 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

2830


(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		%