POOL CORP
10-Ks and 10-Qs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended
March 31, 2016
or
|
¨
|
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)
|
||
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer
x
|
Accelerated filer
o
|
|
|
|
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES
o
NO
x
As of
April 25, 2016
, there were
42,066,913
shares of common stock outstanding.
POOL CORPORATION
Form 10-Q
For the Quarter Ended
March 31, 2016
TABLE OF CONTENTS
|
Page
|
|||
|
|
|||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
||
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
||
|
|
|
||
POOL CORPORATION
(Unaudited)
(In thousands, except per share data)
|
Three Months Ended
|
|||||||
|
March 31,
|
|||||||
|
|
2016
|
2015
|
|||||
|
Net sales
|
$
|
515,250
|
|
$
|
450,430
|
|
|
|
Cost of sales
|
372,227
|
|
325,629
|
|
|||
|
Gross profit
|
143,023
|
|
124,801
|
|
|||
|
Selling and administrative expenses
|
113,493
|
|
109,202
|
|
|||
|
Operating income
|
29,530
|
|
15,599
|
|
|||
|
Interest and other non-operating expenses, net
|
2,964
|
|
1,995
|
|
|||
|
Income before income taxes and equity earnings
|
26,566
|
|
13,604
|
|
|||
|
Provision for income taxes
|
10,228
|
|
5,292
|
|
|||
|
Equity earnings in unconsolidated investments, net
|
25
|
|
121
|
|
|||
|
Net income
|
16,363
|
|
8,433
|
|
|||
|
Net (income) loss attributable to noncontrolling interest
|
8
|
|
(14
|
)
|
|||
|
Net income attributable to Pool Corporation
|
$
|
16,371
|
|
$
|
8,419
|
|
|
|
Earnings per share:
|
|
|
|||||
|
Basic
|
$
|
0.39
|
|
$
|
0.19
|
|
|
|
Diluted
|
$
|
0.38
|
|
$
|
0.19
|
|
|
|
Weighted average shares outstanding:
|
|
|
|||||
|
Basic
|
42,226
|
|
43,601
|
|
|||
|
Diluted
|
43,317
|
|
44,756
|
|
|||
|
Cash dividends declared per common share
|
$
|
0.26
|
|
$
|
0.22
|
|
|
The accompanying Notes are an integral part of the Consolidated Financial Statements.
1
POOL CORPORATION
Consolidated Statements of Comprehensive Income
(Unaudited)
(In thousands)
|
|
Three Months Ended
|
||||||
|
March 31,
|
|||||||
|
|
2016
|
2015
|
|||||
|
Net income
|
$
|
16,363
|
|
$
|
8,433
|
|
|
|
Other comprehensive income (loss):
|
|
|
|||||
|
Foreign currency translation adjustments
|
2,453
|
|
(4,708
|
)
|
|||
|
Change in unrealized gains and losses on interest rate swaps,
net of change in taxes of $913 and $593
|
(1,428
|
)
|
(928
|
)
|
|||
|
Total other comprehensive income (loss)
|
1,025
|
|
(5,636
|
)
|
|||
|
Comprehensive income
|
17,388
|
|
2,797
|
|
|||
|
Comprehensive (income) loss attributable to noncontrolling interest
|
(104
|
)
|
202
|
|
|||
|
Comprehensive income attributable to Pool Corporation
|
$
|
17,284
|
|
$
|
2,999
|
|
|
The accompanying Notes are an integral part of the Consolidated Financial Statements.
2
POOL CORPORATION
(In thousands, except share data)
|
March 31,
|
March 31,
|
December 31,
|
||||||||||
|
2016
|
2015
|
2015
(1)
|
||||||||||
|
|
(Unaudited)
|
(Unaudited)
|
|
|||||||||
|
Assets
|
|
|
|
|||||||||
|
Current assets:
|
|
|
|
|||||||||
|
Cash and cash equivalents
|
$
|
9,965
|
|
$
|
5,048
|
|
$
|
13,237
|
|
|||
|
Receivables, net
|
67,802
|
|
56,117
|
|
54,173
|
|
||||||
|
Receivables pledged under receivables facility
|
215,956
|
|
182,610
|
|
102,583
|
|
||||||
|
Product inventories, net
|
595,393
|
|
559,260
|
|
474,275
|
|
||||||
|
Prepaid expenses and other current assets
|
13,022
|
|
11,066
|
|
11,946
|
|
||||||
|
Deferred income taxes
|
5,536
|
|
3,091
|
|
5,530
|
|
||||||
|
Total current assets
|
907,674
|
|
817,192
|
|
661,744
|
|
||||||
|
Property and equipment, net
|
78,210
|
|
62,509
|
|
69,854
|
|
||||||
|
Goodwill
|
173,605
|
|
172,335
|
|
172,761
|
|
||||||
|
Other intangible assets, net
|
11,835
|
|
11,735
|
|
11,845
|
|
||||||
|
Equity interest investments
|
1,271
|
|
1,345
|
|
1,231
|
|
||||||
|
Other assets
|
20,646
|
|
17,488
|
|
16,926
|
|
||||||
|
Total assets
|
$
|
1,193,241
|
|
$
|
1,082,604
|
|
$
|
934,361
|
|
|||
|
Liabilities, redeemable noncontrolling interest and stockholders’ equity
|
|
|
|
|
||||||||
|
Current liabilities:
|
|
|
|
|
||||||||
|
Accounts payable
|
$
|
438,705
|
|
$
|
375,995
|
|
$
|
246,554
|
|
|||
|
Accrued expenses and other current liabilities
|
49,370
|
|
32,188
|
|
56,591
|
|
||||||
|
Short-term borrowings and current portion of long-term debt and other long-term liabilities
|
5,996
|
|
—
|
|
1,700
|
|
||||||
|
Total current liabilities
|
494,071
|
|
408,183
|
|
304,845
|
|
||||||
|
Deferred income taxes
|
29,267
|
|
23,918
|
|
29,808
|
|
||||||
|
Long-term debt, net
|
444,461
|
|
392,749
|
|
326,345
|
|
||||||
|
Other long-term liabilities
|
16,438
|
|
13,354
|
|
14,955
|
|
||||||
|
Total liabilities
|
984,237
|
|
838,204
|
|
675,953
|
|
||||||
|
Redeemable noncontrolling interest
|
2,769
|
|
2,911
|
|
2,665
|
|
||||||
|
Stockholders’ equity:
|
|
|
|
|||||||||
|
Common stock, $0.001 par value; 100,000,000 shares authorized;
42,059,318, 43,650,023 and 42,711,016 shares issued and
outstanding at March 31, 2016, March 31, 2015 and
December 31, 2015, respectively
|
42
|
|
44
|
|
43
|
|
||||||
|
Additional paid-in capital
|
384,132
|
|
350,758
|
|
374,138
|
|
||||||
|
Retained deficit
|
(165,123
|
)
|
(100,231
|
)
|
(104,709
|
)
|
||||||
|
Accumulated other comprehensive loss
|
(12,816
|
)
|
(9,082
|
)
|
(13,729
|
)
|
||||||
|
Total stockholders’ equity
|
206,235
|
|
241,489
|
|
255,743
|
|
||||||
|
Total liabilities, redeemable noncontrolling interest and stockholders’ equity
|
$
|
1,193,241
|
|
$
|
1,082,604
|
|
$
|
934,361
|
|
|||
(1)
Derived from audited financial statements.
The accompanying Notes are an integral part of the Consolidated Financial Statements.
3
POOL CORPORATION
(Unaudited)
(In thousands)
|
|
Three Months Ended
|
|||||||
|
March 31,
|
||||||||
|
|
2016
|
2015
|
||||||
|
Operating activities
|
|
|
||||||
|
Net income
|
$
|
16,363
|
|
$
|
8,433
|
|
||
|
Adjustments to reconcile net income to cash used in operating activities:
|
|
|
||||||
|
Depreciation
|
4,736
|
|
3,711
|
|
||||
|
Amortization
|
339
|
|
278
|
|
||||
|
Share-based compensation
|
2,280
|
|
2,171
|
|
||||
|
Excess tax benefits from share-based compensation
|
(2,780
|
)
|
(3,738
|
)
|
||||
|
Equity earnings in unconsolidated investments, net
|
(25
|
)
|
(121
|
)
|
||||
|
Other
|
2,334
|
|
2,107
|
|
||||
|
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
||||||
|
Receivables
|
(125,331
|
)
|
(98,163
|
)
|
||||
|
Product inventories
|
(119,300
|
)
|
(93,133
|
)
|
||||
|
Prepaid expenses and other assets
|
(2,477
|
)
|
64
|
|
||||
|
Accounts payable
|
189,915
|
|
138,792
|
|
||||
|
Accrued expenses and other current liabilities
|
(5,807
|
)
|
(18,054
|
)
|
||||
|
Net cash used in operating activities
|
(39,753
|
)
|
(57,653
|
)
|
||||
|
Investing activities
|
|
|
||||||
|
Acquisition of businesses, net of cash acquired
|
(100
|
)
|
(319
|
)
|
||||
|
Purchase of property and equipment, net of sale proceeds
|
(13,405
|
)
|
(8,797
|
)
|
||||
|
Payments to fund credit agreement
|
(2,315
|
)
|
(5,350
|
)
|
||||
|
Other investments, net
|
11
|
|
(57
|
)
|
||||
|
Net cash used in investing activities
|
(15,809
|
)
|
(14,523
|
)
|
||||
|
Financing activities
|
|
|
||||||
|
Proceeds from revolving line of credit
|
286,845
|
|
217,207
|
|
||||
|
Payments on revolving line of credit
|
(233,952
|
)
|
(188,457
|
)
|
||||
|
Proceeds from asset-backed financing
|
65,000
|
|
62,500
|
|
||||
|
Payments on asset-backed financing
|
—
|
|
(16,000
|
)
|
||||
|
Proceeds from short-term borrowings, long-term debt and other long-term liabilities
|
5,995
|
|
680
|
|
||||
|
Payments on short-term borrowings, long-term debt and other long-term liabilities
|
(1,700
|
)
|
(2,209
|
)
|
||||
|
Excess tax benefits from share-based compensation
|
2,780
|
|
3,738
|
|
||||
|
Proceeds from stock issued under share-based compensation plans
|
4,934
|
|
6,229
|
|
||||
|
Payments of cash dividends
|
(10,927
|
)
|
(9,607
|
)
|
||||
|
Purchases of treasury stock
|
(65,860
|
)
|
(8,393
|
)
|
||||
|
Net cash provided by financing activities
|
53,115
|
|
65,688
|
|
||||
|
Effect of exchange rate changes on cash and cash equivalents
|
(825
|
)
|
(3,294
|
)
|
||||
|
Change in cash and cash equivalents
|
(3,272
|
)
|
(9,782
|
)
|
||||
|
Cash and cash equivalents at beginning of period
|
13,237
|
|
14,830
|
|
||||
|
Cash and cash equivalents at end of period
|
$
|
9,965
|
|
$
|
5,048
|
|
||
The accompanying Notes are an integral part of the Consolidated Financial Statements.
4
POOL CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
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.
We own a
60%
interest in Pool Systems Pty. Ltd. (PSL), an Australian company. This constitutes a controlling interest in the acquired company, which requires us to consolidate PSL’s financial position and results of operations from the date of acquisition.
The 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
2015
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 Annual Report. The results for our
three
month periods ended
March 31, 2016
are not necessarily indicative of the expected results for our fiscal year ending
December 31, 2016
.
Variable Interest Entity
In February 2015, we entered into a five-year credit agreement with a swimming pool retailer. Under this agreement and the related revolving note, we are the primary lender of operating funds for this entity. The total lending commitment under the credit agreement is
$8.5 million
, of which
$8.5 million
is owed as of
March 31, 2016
. Amounts outstanding under the credit agreement are recorded within Other assets on our Consolidated Balance Sheets and are collateralized by essentially all of the assets of the business. We have a variable interest in this entity; however, we have no decision-making authority over its activities through voting or other rights. Additionally, we have no obligation to absorb any of its losses, nor do we have the right to receive any residual returns, should either occur. We are not considered the primary beneficiary of this variable interest entity, and therefore we are not required to consolidate this entity’s financial statements.
Retained Deficit
We account for the retirement of treasury shares as a reduction of retained earnings (deficit). As of
March 31, 2016
, the Retained deficit 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
$980.7 million
and cumulative dividends of
$328.9 million
.
New Accounting Pronouncements
Upon adoption of Accounting Standards Update (ASU) 2015-03,
Interest - Imputation of Interest (Subtopic 8365-30) - Simplifying the Presentation of Debt Issuance Costs
, we now include financing costs, net of accumulated amortization as a component of long-term debt. For comparability across all periods presented on our Consolidated Balance Sheets, we reclassified certain amounts from Other assets, net in
2015
to Long-term debt, net to conform to our
2016
presentation.
5
We calculate basic earnings per share (EPS) by dividing Net income attributable to Pool Corporation by the weighted average number of common shares outstanding. We include outstanding unvested restricted stock awards of our common stock in the basic weighted average share calculation. Diluted EPS includes the dilutive effects of other share-based awards. Stock options with exercise prices that are higher than the average market prices of our common stock for the periods presented are excluded from the diluted EPS calculation because the effect is anti-dilutive.
The table below presents the computation of EPS, including the reconciliation of basic and diluted weighted average shares outstanding (in thousands, except EPS):
|
|
Three Months Ended
|
|||||||
|
March 31,
|
||||||||
|
|
2016
|
2015
|
||||||
|
Net income
|
$
|
16,363
|
|
$
|
8,433
|
|
||
|
Net (income) loss attributable to noncontrolling interest
|
8
|
|
(14
|
)
|
||||
|
Net income attributable to Pool Corporation
|
$
|
16,371
|
|
$
|
8,419
|
|
||
|
Weighted average shares outstanding:
|
|
|
||||||
|
Basic
|
42,226
|
|
43,601
|
|
||||
|
Effect of dilutive securities:
|
|
|
||||||
|
Stock options and employee stock purchase plan
|
1,091
|
|
1,155
|
|
||||
|
Diluted
|
43,317
|
|
44,756
|
|
||||
|
Earnings per share:
|
|
|
||||||
|
Basic
|
$
|
0.39
|
|
$
|
0.19
|
|
||
|
Diluted
|
$
|
0.38
|
|
$
|
0.19
|
|
||
|
Anti-dilutive stock options excluded from diluted earnings per share computations
|
153
|
|
176
|
|
||||
In November 2015, we acquired the distribution assets of The Melton Corporation, a masonry materials and supplies distributor with one sales center location in California and one sales center location in Arizona.
In October 2015, we acquired the distribution assets of Seaboard Industries, Inc., a swimming pool supply wholesale distributor with one sales center location in Connecticut and two sales center locations in New Jersey.
In April 2015, we acquired certain distribution assets from Poolwerx Development LLC and opened a satellite sales center location serving South Mesa, Arizona.
We have completed our acquisition accounting for these acquisitions, subject to adjustments for standard holdback provisions per the terms of the purchase agreements, which are not material. These acquisitions did not have a material impact on our financial position or results of operations, either individually or in the aggregate.
In December 2014, we acquired certain distribution assets of St. Louis Hardscape Material & Supply, LLC, a hardscape and landscaping materials supplier with one location in St. Louis, Missouri. Because this acquisition was completed on December 31, 2014, we have included the results of this acquired company beginning January 1, 2015.
We completed our acquisition accounting for this acquisition. This acquisition did not have a material impact on our financial position or results of operations.
6
Our assets and liabilities that are measured at fair value on a recurring basis include the unrealized gains or losses on our interest rate swap contracts and 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 the estimated fair values of our interest rate swap contracts, our forward-starting interest rate swap contracts and our contingent consideration liabilities (in thousands):
|
|
Fair Value at March 31,
|
|||||||
|
2016
|
2015
|
|||||||
|
Level 2
|
||||||||
|
Unrealized losses on interest rate swaps
|
$
|
6,222
|
|
$
|
3,728
|
|
||
|
Level 3
|
||||||||
|
Contingent consideration
|
$
|
838
|
|
$
|
165
|
|
||
Interest Rate Swaps
For determining the fair value of our interest rate swap contracts, we use significant other observable market data or assumptions (Level 2 inputs) that we believe market participants would use in pricing similar assets or liabilities, including assumptions about counterparty risk. Our fair value estimates reflect an income approach based on the terms of the interest rate swap contracts and inputs corroborated by observable market data including interest rate curves. We include unrealized losses in Accrued expenses and other current liabilities on the Consolidated Balance Sheets.
We recognize any differences between the variable interest rate payments and the fixed interest rate settlements from our swap counterparties as an adjustment to interest expense over the life of the swaps. We have designated these swaps as cash flow hedges and we record the changes in the estimated fair value of the swaps to Accumulated other comprehensive loss on our Consolidated Balance Sheets. To the extent our interest rate swaps are determined to be ineffective, we recognize the changes in the estimated fair value of our swaps in earnings.
We currently have five interest rate swap contracts in effect to reduce our exposure to fluctuations in interest rates on our unsecured syndicated senior credit facility (the Credit Facility). These swaps convert the variable interest rate to a fixed interest rate on borrowings under the Credit Facility. Each of these swap contracts terminates on October 19, 2016. The following table provides additional details related to each of these swap contracts:
|
Derivative
|
Effective Date
|
Notional
Amount
(in millions)
|
Fixed
Interest
Rate
|
|||
|
Interest rate swap 1
|
November 21, 2011
|
$25.0
|
1.185%
|
|||
|
Interest rate swap 2
|
November 21, 2011
|
$25.0
|
1.185%
|
|||
|
Interest rate swap 3
|
December 21, 2011
|
$50.0
|
1.100%
|
|||
|
Interest rate swap 4
|
January 17, 2012
|
$25.0
|
1.050%
|
|||
|
Interest rate swap 5
|
January 19, 2012
|
$25.0
|
0.990%
|
|||
7
For our five interest rate swap contracts currently in effect, a portion of the change in the estimated fair value between periods relates to future interest expense. Recognition of the change in fair value between periods attributable to accrued interest is reclassified from Accumulated other comprehensive loss to Interest and other non-operating expenses, net on the Consolidated Statements of Income. These amounts were not material in the first
three
months of
2016
nor
2015
.
In May 2014, we entered into forward-starting interest rate swap contracts to reduce our exposure to future fluctuations in interest rates on our Credit Facility. The purpose of these swap contracts was to convert the variable interest rate to fixed interest rates on future borrowings under the Credit Facility following the October 19, 2016 termination date of the swap contracts described above. On October 1, 2015, we amended the terms of our forward-starting swap contracts to align the fixed interest rates per these swaps more closely with current market rates and to extend the hedged period for future interest payments on our Credit Facility. Concurrently, we de-designated the original hedge arrangements and designated the amended forward-starting interest rate swap contracts as cash flow hedges, which become effective on October 19, 2016 and terminate on November 20, 2019. In the first quarter of 2016, we determined that these forward-starting interest rate swaps are currently effective and recognized
$0.6 million
in expense, which reverses the benefit recorded in the fourth quarter of 2015 as a result of ineffectiveness for that period. This amount is recorded in Interest and other non-operating expenses, net on our Consolidated Statements of Income. The following table provides additional details related to each of these amended swap contracts:
|
Derivative
|
Amendment Date
|
Notional
Amount
(in millions)
|
Fixed
Interest
Rate
|
|||
|
Forward-starting interest rate swap 1
|
October 1, 2015
|
$75.0
|
2.273%
|
|||
|
Forward-starting interest rate swap 2
|
October 1, 2015
|
$25.0
|
2.111%
|
|||
|
Forward-starting interest rate swap 3
|
October 1, 2015
|
$50.0
|
2.111%
|
|||
We are required to amortize the amounts related to the changes in the fair values of these swaps as of the de-designation date of the original forward-starting swap contracts. These unrealized losses, which are recorded in Accumulated other comprehensive loss and total
$3.7 million
, will be amortized over the effective period of the original forward-starting interest rate swap contracts from October 2016 to September 2018.
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 continue to be in a net pay position.
Our interest rate swap and forward-starting interest rate swap contracts 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. As of
March 31, 2016
and
March 31, 2015
, each of our interest rate swap and forward-starting interest rate swap contracts was in a liability position.
Contingent Consideration
As of
March 31, 2016
, our Consolidated Balance Sheets reflected
$0.2 million
in Accrued expenses and other current liabilities and
$0.7 million
in Other long-term liabilities for contingent consideration related to future payouts for our acquisition of The Melton Corporation. In determining the estimate for contingent consideration, which is based on a percentage of gross profit for certain products, we applied a linear model using our best estimate of gross profit projections for fiscal years 2016 to 2020 (Level 3 inputs as defined in the accounting guidance). No adjustments to our original estimates of future payouts have been required since the acquisition date. We have determined that the contingent consideration liability was in a range of acceptable estimates as of
March 31, 2016
. Adjustments to the fair value of contingent consideration are recognized in earnings in the period in which we determined that the fair value changed.
As of
March 31, 2015
, our Consolidated Balance Sheets reflected
$0.2 million
in Accrued expenses and other current liabilities for our estimate of a potential future payout for the PSL acquisition. Based on PSL’s earnings for its fiscal 2015, we determined that a payout would no longer be required. We recognized this adjustment to the fair value of contingent consideration in earnings during the second quarter of 2015.
8
Other
The carrying values of cash, receivables, accounts payable and accrued liabilities approximate fair value due to the short maturity of those instruments (Level 1 inputs). The carrying value of the note receivable with our variable interest entity approximates fair value. Our determination of the estimated fair value reflects a discounted cash flow model using our estimates, including assumptions related to collectibility (Level 3 inputs). The carrying value of long-term debt approximates 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).
The table below presents the components of our debt as of
March 31, 2016
and
March 31, 2015
(in thousands):
|
|
March 31,
|
|||||||
|
|
2016
|
2015
|
||||||
|
Variable rate debt
|
||||||||
|
Short-term borrowings
|
$
|
5,996
|
|
$
|
—
|
|
||
|
Long-term portion:
|
|
|
||||||
|
Revolving Credit Facility
|
325,908
|
|
280,459
|
|
||||
|
Receivables Securitization Facility
|
120,000
|
|
114,100
|
|
||||
|
Financing costs, net
|
(1,447
|
)
|
(1,810
|
)
|
||||
|
Long-term debt, net
|
444,461
|
|
392,749
|
|
||||
|
Total debt
|
$
|
450,457
|
|
$
|
392,749
|
|
||
Certain of our foreign subsidiaries entered into a cash pooling arrangement with a financial institution for cash management purposes. This arrangement allows the participating subsidiaries to withdraw cash from the financial institution to the extent that aggregate cash deposits held by these subsidiaries are available at the financial institution. To the extent the participating subsidiaries are in an overdraft position, such overdrafts are recorded as short-term borrowings under a committed cash overdraft facility. These borrowings bear interest at a variable rate based on 3-month Euro Interbank Offered Rate (EURIBOR), plus a fixed margin. The facility has a seasonal maximum borrowing capacity of
€10.0 million
. We are required to pay a commitment fee, which is based on the borrowing capacity schedule. We pay this fee annually, in advance.
PSL utilizes the Australian Seasonal Credit Facility, which provides a borrowing capacity of AU$
3.0 million
, to supplement working capital needs during its peak season from July to March. There were no amounts outstanding under the arrangement as of
March 31, 2016
or
March 31, 2015
.
The Receivables Securitization Facility (the Receivables Facility) provides for the sale of certain of our receivables to a wholly owned subsidiary (the Securitization Subsidiary). The Securitization Subsidiary transfers variable undivided percentage interests in the receivables and related rights to certain third party financial institutions in exchange for cash proceeds, limited to the applicable funding capacities. 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 to the third party financial institutions.
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 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.
9
As discussed in Note 1 - Summary of Significant Accounting Policies, in July 2014, we purchased a controlling interest in PSL. Included in the transaction documents is a put/call option deed that grants us an option to purchase the shares held by the noncontrolling interest, and grants the holder of the noncontrolling interest an option to require us to purchase its shares in one or two transactions. The put/call option deed in this transaction is considered an equity contract and therefore a financial instrument under the accounting guidance. In applying the guidance for this transaction, we have determined that the financial instrument is embedded in the noncontrolling interest. As a public company, we are required to classify the noncontrolling interest and the embedded financial instrument as redeemable noncontrolling interest in a separate section of our Consolidated Balance Sheets, between liabilities and equity.
At the end of each period, we record the portion of comprehensive income or loss attributable to the noncontrolling interest to Redeemable noncontrolling interest to determine the carrying amount. We are required to compare the carrying amount to our estimated redemption value at the end of each reporting period. The redemption value is based on a multiple of a PSL earnings measure for a specified time period. To the extent that the estimated redemption value exceeds the carrying amount, we would record an adjustment to Redeemable noncontrolling interest. We did not record such an adjustment at
March 31, 2016
.
The table below presents the changes in Redeemable noncontrolling interest (in thousands):
|
March 31, 2016
|
|||
|
Redeemable noncontrolling interest, beginning of period
|
$
|
2,665
|
|
|
Net loss attributable to noncontrolling interest
|
(8
|
)
|
|
|
Other comprehensive income attributable to noncontrolling interest
|
112
|
|
|
|
Redeemable noncontrolling interest, end of period
|
$
|
2,769
|
|
10
You should read the following discussion in conjunction with Management’s Discussion and Analysis included in our
2015
Annual Report on Form 10-K.
For a discussion of our base business calculations, see the RESULTS OF OPERATIONS section below.
Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995
Our disclosure and analysis in 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 plans and objectives and industry, general economic 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 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,” “believe,” “will likely result,” “outlook,” “project,” “should” and other words and expressions of similar meaning.
No assurance can be given that the results in any forward-looking statements 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 economy and the housing market, our ability to maintain favorable relationships with suppliers and manufacturers, competition from other leisure product alternatives and mass merchants and other risks detailed in our
2015
Annual Report on Form 10-K. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.
OVERVIEW
Financial Results
Warmer weather across most seasonal markets resulted in an earlier than normal start to the pool season. Accelerated customer early buy deliveries, an additional selling day compared to the same period last year, and continued exceptional execution by our team all contributed to our strong start in
2016
.
Net sales for the
first
quarter of
2016
increased
14%
to
$515.3 million
compared to
$450.4 million
in the
first
quarter of
2015
, with base business sales up
13%
for the period. Our sales growth is primarily attributable to continued strength in consumer discretionary spending and seasonably favorable weather. The increase also included a 3% impact from accelerated customer early buy purchases, an almost 2% impact from one additional selling day in the quarter, and market share gains.
Gross profit for the
first
quarter of
2016
increased
15%
compared to the same period last year. Base business gross profit improved
14%
over the first quarter of last year. Gross profit as a percentage of net sales (gross margin) increased
10
basis points to
27.8%
compared to the
first
quarter of
2015
.
Selling and administrative expenses (operating expenses) increased
4%
compared to the
first
quarter of
2015
, with base business operating expenses up
3%
over the comparable
2015
period. These increases were due primarily to labor-related costs and marketing and volume-driven freight expenses.
Operating income for the quarter increased
89%
compared to the same period in
2015
. Operating income as a percentage of net sales (operating margin) was
5.7%
for the
first
quarter of
2016
compared to
3.5%
in the
first
quarter of
2015
.
Net income attributable to Pool Corporation increased
94%
compared to the
first
quarter of
2015
. Earnings per share doubled to a record
$0.38
per diluted share for the
three months
ended
March 31, 2016
versus
$0.19
per diluted share for the comparable period in
2015
.
11
Financial Position and Liquidity
Total net receivables, including pledged receivables, increased
19%
from
March 31, 2015
, reflective of our sales growth in the first quarter of
2016
including an additional billing day in March. Our allowance for doubtful accounts balance was
$4.3 million
at
March 31, 2016
compared to
$4.1 million
at
March 31, 2015
. In recent periods we have noted lower write-offs as a percentage of net sales and a smaller percentage of total receivables being greater than 60 days past due. The decline in the reserve balance as a percentage of the asset balance reflects these trends.
Net inventory levels grew
6%
compared to levels at
March 31, 2015
. The inventory reserve was
$8.3 million
at
March 31, 2016
and
$7.2 million
at
March 31, 2015
. Our inventory turns, as calculated on a trailing twelve month basis, were 3.5 times at
March 31, 2016
and 3.4 times at
March 31, 2015
.
Total debt outstanding at
March 31, 2016
was
$450.5 million
, a
$57.7 million
, or
15%
increase over total debt at
March 31, 2015
. This increase is primarily related to the funding of greater share repurchases in the
first
quarter of
2016
compared to the
first
quarter of
2015
.
Current Trends and Outlook
For a detailed discussion of trends through
2015
, see the Current Trends and Outlook section of Management’s Discussion and Analysis included in Item 7 of our
2015
Annual Report on Form 10-K.
Given our first quarter results and assuming normal weather patterns for our seasonally critical second and third quarters, as well as the remainder of the year, we now anticipate base business sales growth of 6% to 8% for the full year
2016
. We believe approximately half of the sales growth experienced in the first quarter of 2016 reflects a shift of sales into the first quarter from future quarters, with the greatest impact from this shift expected in the second quarter of 2016. This includes the acceleration of customer early buy deliveries, the earlier swimming pool openings and the additional billing day in the first quarter. We estimate that favorable weather in the first quarter of 2016 was the next largest contributor to our sales growth rate, with organic growth and acquisitions rounding out the list.
Compared to
2015
, we have neutral selling days for the full year for
2016
, as well as for our second and third quarters, but we have one less selling day in the fourth quarter. We still expect the full year
2016
gross margin to be in line with the
2015
gross margin. For the year, we expect operating expenses to grow at approximately half the rate of our gross profit growth, reflecting inflationary increases and incremental costs to support our sales growth expectations.
We expect our effective tax rate will be consistent with last year. Our effective tax rate is dependent upon our results of operations and may change if actual results are different from our current expectations, particularly any significant changes in our geographic mix. As a result of these factors, our total income tax provision may also fluctuate on a quarterly basis.
Based on
2016
results to date and our expectations for the balance of the year, we have raised our annual earnings guidance range to $3.25 to $3.40 per diluted share, compared to our previously reported range of $3.20 to $3.35 per diluted share. We expect cash provided by operations will be in line with net income for the
2016
fiscal year. We anticipate that we may use approximately
$100.0 million
to
$150.0 million
in cash to fund share repurchases during the year. Through
March 31, 2016
, we have spent
$63.2 million
to purchase shares of our common shares on the open market.
12
RESULTS OF OPERATIONS
As of
March 31, 2016
, we conducted operations through
338
sales centers in North America, Europe, South America and Australia.
The following table presents information derived from the Consolidated Statements of Income expressed as a percentage of net sales:
|
Three Months Ended
|
|||||||
|
March 31,
|
|||||||
|
|
2016
|
2015
|
|||||
|
Net sales
|
100.0
|
%
|
100.0
|
%
|
|||
|
Cost of sales
|
72.2
|
|
72.3
|
|
|||
|
Gross profit
|
27.8
|
|
27.7
|
|
|||
|
Operating expenses
|
22.0
|
|
24.2
|
|
|||
|
Operating income
|
5.7
|
|
3.5
|
|
|||
|
Interest and other non-operating expenses, net
|
0.6
|
|
0.4
|
|
|||
|
Income before income taxes and equity earnings
|
5.2
|
%
|
3.0
|
%
|
|||
Note: Due to rounding, percentages may not add to Operating income or Income before income taxes and equity earnings.
We have included the results of operations from acquisitions in
2015
in our consolidated results since the respective acquisition dates.
13
Three Months Ended
March 31, 2016
Compared to Three Months Ended
March 31, 2015
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,
|
|||||||||||||||||||||
|
|
2016
|
2015
|
2016
|
2015
|
2016
|
2015
|
||||||||||||||||||
|
Net sales
|
$
|
510,517
|
|
$
|
449,824
|
|
$
|
4,733
|
|
$
|
606
|
|
$
|
515,250
|
|
$
|
450,430
|
|
||||||
|
Gross profit
|
141,854
|
|
124,624
|
|
1,169
|
|
177
|
|
143,023
|
|
124,801
|
|
||||||||||||
|
Gross margin
|
27.8
|
%
|
27.7
|
%
|
24.7
|
%
|
29.2
|
%
|
27.8
|
%
|
27.7
|
%
|
||||||||||||
|
Operating expenses
|
112,002
|
|
108,927
|
|
1,491
|
|
275
|
|
113,493
|
|
109,202
|
|
||||||||||||
|
Expenses as a % of net sales
|
21.9
|
%
|
24.2
|
%
|
31.5
|
%
|
45.4
|
%
|
22.0
|
%
|
24.2
|
%
|
||||||||||||
|
Operating income (loss)
|
29,852
|
|
15,697
|
|
(322
|
)
|
(98
|
)
|
29,530
|
|
15,599
|
|
||||||||||||
|
Operating margin
|
5.8
|
%
|
3.5
|
%
|
(6.8
|
)%
|
(16.2
|
)%
|
5.7
|
%
|
3.5
|
%
|
||||||||||||
In our calculation of base business results, we have excluded the following acquisitions for the periods identified:
|
Acquired
(1)
|
Acquisition
Date
|
Net
Sales Centers
Acquired
|
Periods
Excluded
|
|||
|
The Melton Corporation
|
November 2015
|
2
|
January - March 2016
|
|||
|
Seaboard Industries, Inc.
|
October 2015
|
3
|
January - March 2016
|
|||
|
Poolwerx Development LLC
|
April 2015
|
1
|
January - March 2016
|
|||
|
St. Louis Hardscape Material & Supply, LLC
|
December 2014
|
1
|
January - March 2016 and
January - March 2015 |
|||
|
(1)
|
We acquired certain distribution assets of each of these companies.
|
When calculating our base business results, we exclude sales centers that are acquired, closed, or opened in new markets, for a period of 15 months. We also exclude consolidated sales centers when we do not expect to maintain the majority of the existing business and existing sales centers that are consolidated with acquired sales centers.
We generally allocate corporate overhead expenses to excluded sales centers on the basis of their net sales as a percentage of total net sales. After 15 months of operations, we include acquired, consolidated and new market sales centers in the base business calculation including the comparative prior year period.
The table below summarizes the changes in our sales center count during the first
three
months of
2016
:
|
December 31, 2015
|
336
|
|
|
Acquired locations
|
—
|
|
|
New locations
|
2
|
|
|
Consolidated locations
|
—
|
|
|
March 31, 2016
|
338
|
|
14
Net Sales
|
|
Three Months Ended
|
|
||||||||||||
|
March 31,
|
||||||||||||||
|
(in millions)
|
2016
|
2015
|
Change
|
|||||||||||
|
Net sales
|
$
|
515.3
|
|
$
|
450.4
|
|
$
|
64.9
|
|
14%
|
||||
Net sales for the
first
quarter of
2016
increased
14%
compared to the
first
quarter of
2015
, with base business sales up
13%
for the period. Warmer than normal weather across our seasonal markets largely contributed to our first quarter sales growth. As discussed further in our
Seasonality, Quarterly Fluctuations and Weather
section, warmer weather early in the season accelerates pool openings and allows for increased purchases of chemicals and supplies for existing pools, which are often necessary for priming a pool after the winter season. The favorable weather also increased the ability for customers to perform remodel, replacement and new construction activity. Further, many of the construction projects that began in the fourth quarter of 2015 continued into the
first
quarter of
2016
. At the end of
2015
we benefited from an extended pool season in certain markets, with above average temperatures through much of the fourth quarter.
The following factors contributed to
our sales growth (listed in order of estimated magnitude):
|
•
|
warmer than normal weather in most of our seasonal markets (see discussion above), evidenced by chemical sales growth of
10%
and double digit sales growth in our filter and automatic pool cleaner parts and accessories product categories compared to the
first
quarter of
2015
;
|
|
•
|
continued improvement in consumer discretionary expenditures, including some market recovery in remodeling and replacement activity (see discussion below);
|
|
•
|
market share growth, particularly in building materials and commercial product categories;
|
|
•
|
an increase in customer early buy deliveries (approximately 3%);
|
|
•
|
an additional selling day in the
first
quarter of
2016
compared to the
first
quarter of
2015
(close to 2%); and
|
|
•
|
inflationary (estimated at approximately 1%) product cost increases.
|
Sales of building materials and tile grew by
15%
compared to the
first
quarter of
2015
. Sales of equipment, which includes heaters, pumps and filters, also increased by
15%
compared to the
first
quarter of
2015
. Commercial product sales increased 19% compared to
first
quarter of
2015
.
Gross Profit
|
|
Three Months Ended
|
|
||||||||||||
|
March 31,
|
||||||||||||||
|
(in millions)
|
2016
|
2015
|
Change
|
|||||||||||
|
Gross profit
|
$
|
143.0
|
|
$
|
124.8
|
|
$
|
18.2
|
|
15%
|
||||
|
Gross margin
|
27.8
|
%
|
27.7
|
%
|
|
|
||||||||
Gross margin for the
first
quarter of
2016
increased
10
basis points compared to the
first
quarter of
2015
, largely benefiting from the favorable product mix from earlier pool openings as well as internal pricing initiatives. This impact was partially offset by an increase in customer early buy deliveries, as these sales are primarily comprised of lower margin discretionary products and include applicable discounts.
Operating Expenses
|
|
Three Months Ended
|
|
||||||||||||
|
March 31,
|
||||||||||||||
|
(in millions)
|
2016
|
2015
|
Change
|
|||||||||||
|
Operating expenses
|
$
|
113.5
|
|
$
|
109.2
|
|
$
|
4.3
|
|
4%
|
||||
|
Operating expenses as a % of net sales
|
22.0
|
%
|
24.2
|
%
|
|
|
||||||||
Operating expenses increased
4%
in the
first
quarter of
2016
compared to the
first
quarter of
2015
, with base business operating expenses up
3%
compared to the same period last year. These increases were due primarily to labor-related costs and marketing and volume-driven freight expenses.
15
Interest and Other Non-operating Expenses, Net
Interest and other non-operating expenses, net increased
49%
compared to the
first
quarter of
2015
. The primary component is interest expense on debt, which increased
16%
over last year. Our weighted average effective interest rate remained consistent at 2.0% for the
first
quarters of
2016
and
2015
on higher average outstanding debt of
$390.1 million
versus
$344.9 million
for the respective periods.
Income Taxes
Our effective income tax rate was
38.5%
for the three months ended
March 31, 2016
compared to
38.9%
for the three months ended
March 31, 2015
. The decline in our effective income tax rate is primarily the result of improved performance by our international entities and a lower impact from permanent items on the estimated higher pre-tax income base for
2016
.
Net Income and Earnings Per Share
Net income attributable to Pool Corporation for the
first
quarter of
2016
increased
94%
to
$16.4 million
compared to the
first
quarter of
2015
. Earnings per diluted share doubled to
$0.38
for the
first
quarter of
2016
versus
$0.19
per diluted share for the comparable period in
2015
.
16
Seasonality and Quarterly Fluctuations
Our business is highly 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 landscape maintenance and installation. Sales are substantially lower during the first and fourth quarters, when we may incur net losses. In
2015
, we generated approximately
63%
of our net sales and
90%
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 2016, the four quarters of 2015, and the second, third and fourth quarters of 2014. We have included income statement and balance sheet data for the most recent eight quarters to allow for a meaningful comparison of the seasonal fluctuations in these amounts. In our opinion, this information reflects all normal and recurring adjustments considered necessary for a fair presentation of this data. Due to the seasonal nature of our industry, the results of any one or more quarters are not necessarily a good indication of results for an entire fiscal year or of continuing trends.
|
(Unaudited)
|
QUARTER
|
|||||||||||||||||||||||||||||||
|
(in thousands)
|
2016
|
2015
|
2014
|
|||||||||||||||||||||||||||||
|
|
First
|
Fourth
|
Third
|
Second
|
First
|
Fourth
|
Third
|
Second
|
||||||||||||||||||||||||
|
Statement of Income (Loss) Data
|
||||||||||||||||||||||||||||||||
|
Net sales
|
$
|
515,250
|
|
$
|
415,075
|
|
$
|
645,779
|
|
$
|
851,855
|
|
$
|
450,430
|
|
$
|
376,442
|
|
$
|
615,536
|
|
$
|
848,240
|
|
||||||||
|
Gross profit
|
143,023
|
|
118,295
|
|
184,288
|
|
248,260
|
|
124,801
|
|
106,020
|
|
176,244
|
|
246,976
|
|
||||||||||||||||
|
Operating income (loss)
|
29,530
|
|
5,979
|
|
65,512
|
|
129,132
|
|
15,599
|
|
(732
|
)
|
58,457
|
|
122,499
|
|
||||||||||||||||
|
Net income (loss)
|
16,363
|
|
2,579
|
|
39,403
|
|
77,809
|
|
8,433
|
|
(1,979
|
)
|
34,958
|
|
73,863
|
|
||||||||||||||||
|
Balance Sheet Data
|
||||||||||||||||||||||||||||||||
|
Total receivables, net
|
$
|
283,758
|
|
$
|
156,756
|
|
$
|
219,774
|
|
$
|
318,498
|
|
$
|
238,727
|
|
$
|
140,645
|
|
$
|
207,165
|
|
$
|
306,500
|
|
||||||||
|
Product inventories, net
|
595,393
|
|
474,275
|
|
412,587
|
|
473,362
|
|
559,260
|
|
466,962
|
|
414,331
|
|
451,507
|
|
||||||||||||||||
|
Accounts payable
|
438,705
|
|
246,554
|
|
170,582
|
|
236,868
|
|
375,995
|
|
236,294
|
|
154,511
|
|
233,549
|
|
||||||||||||||||
|
Total debt
(1)
|
450,457
|
|
328,045
|
|
393,370
|
|
493,580
|
|
392,749
|
|
318,872
|
|
392,014
|
|
429,122
|
|
||||||||||||||||
|
(1)
|
For all periods presented, total debt balances have been adjusted to reflect our adoption of ASU 2015-03. For additional information, see Note 1 of “Notes to Consolidated Financial Statements,” included in Item 1 of this Form 10-Q.
|
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.
17
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 products
|
|
|
|
|
|
Unseasonably cool weather or extraordinary amounts of rain
|
•
|
Fewer pool and landscape 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 trends in fall
|
•
|
A longer pool and landscape season, thus positively impacting our sales
|
|
(primarily in the northern half of the U.S. and Canada)
|
|
|
|
|
|
|
|
Unseasonably late warming trends in spring/early cooling trends in fall
|
•
|
A shorter pool and landscape season, thus negatively impacting our sales
|
|
(primarily in the northern half of the U.S. and Canada)
|
|
|
Weather Impacts on
2016
to
2015
Comparisons
Warmer than normal weather across nearly all markets in the United States benefited our
first
quarter of
2016
sales growth. Warmer weather early in the season accelerates pool openings and allows for increased purchases of chemicals and maintenance supplies for existing pools. By comparison, our year-round markets experienced similar favorable weather conditions in the first quarter of last year, while our seasonal markets, particularly in the northeast United States and eastern Canada, experienced cooler than normal temperatures in
2015
. The unusually early warm weather in
2016
in our seasonal markets benefited our first quarter sales. Growth in our California markets was impacted by unfavorable 2016 weather comparisons to 2015 due to higher winter precipitation and average temperatures in 2016 versus record warm temperatures in 2015.
18
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;
|
|
•
|
acquisitions;
|
|
•
|
scheduled debt payments;
|
|
•
|
dividend payments;
|
|
•
|
capital expenditures;
|
|
•
|
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 requirements and other general corporate purposes, including acquisitions, dividend payments and share repurchases. Our primary sources of working capital are cash from operations supplemented by borrowings, which have historically been sufficient to support our growth and finance acquisitions. The same principle applies to funds used for capital expenditures and share repurchases.
We prioritize our use of cash based on investing in our business, maintaining a prudent debt structure and returning money to our shareholders. Our specific priorities for the use of cash are as follows:
|
•
|
maintenance and new sales center capital expenditures;
|
|
•
|
strategic acquisitions executed opportunistically;
|
|
•
|
payment of cash dividends as and when declared by our Board of Directors (Board);
|
|
•
|
repayment of debt to maintain an average total leverage ratio (as defined below) between 1.5 and 2.0 times; and
|
|
•
|
repurchases of our common stock under our Board authorized share repurchase program.
|
Over the last five years, capital expenditures have averaged roughly 1.0% of net sales. Capital expenditures were 1.0% of net sales in 2015, 0.8% of net sales in 2014 and 0.9% of sales in 2013. Going forward, we project capital expenditures will be 1.0% to 1.5% of net sales as we expand facilities and purchase delivery vehicles to address growth opportunities.
Sources and Uses of Cash
The following table summarizes our cash flows (in thousands):
|
|
Three Months Ended
|
|||||||
|
March 31,
|
||||||||
|
|
2016
|
2015
|
||||||
|
Operating activities
|
$
|
(39,753
|
)
|
$
|
(57,653
|
)
|
||
|
Investing activities
|
(15,809
|
)
|
(14,523
|
)
|
||||
|
Financing activities
|
53,115
|
|
65,688
|
|
||||
Cash
used in
operating activities of
$39.8 million
improved during the first
three
months of
2016
compared to the first
three
months of
2015
primarily due to our net income growth.
Cash used in investing activities for the first
three
months of
2016
increased compared to the first
three
months of
2015
largely due to higher capital expenditures for vehicle additions that were pulled forward to the first quarter of this year.
Cash provided by financing activities decreased between periods, which reflects an additional
$57.5 million
used for share repurchases compared to the first
three
months of
2015
, partially offset by a
$48.5 million
increase in funding provided by net borrowings.
19
Future Sources and Uses of Cash
Our Credit Facility provides for $465.0 million in borrowing capacity under a five-year unsecured revolving credit facility and includes sublimits for the issuance of swingline loans and standby letters of credit. Pursuant to an accordion feature, the aggregate maximum principal amount of the commitments under the Credit Facility may be increased at our request and with agreement by the lenders by up to $75.0 million, to a total of $540.0 million. The Credit Facility matures on November 20, 2020. We intend to use the Credit Facility for general corporate purposes, for future share repurchases and to fund future growth initiatives.
At
March 31, 2016
, there was
$325.9 million
outstanding and
$135.1 million
available for borrowing under the Credit Facility. We currently have five interest rate swap contracts in place that reduce our exposure to fluctuations in variable interest rates for future interest payments on the Credit Facility. These swap contracts convert the Credit Facility’s variable interest rate to fixed rates of 1.185% on notional amounts totaling $50.0 million, 1.100% on a notional amount of $50.0 million, 1.050% on a notional amount of $25.0 million and 0.990% on a notional amount of $25.0 million. Interest expense related to the notional amounts under these swap contracts is based on the fixed rates plus the applicable margin on the Credit Facility. All five swap contracts will terminate on October 19, 2016.
In May 2014, we entered into forward-starting interest rate swap contracts to reduce our exposure to future fluctuations in interest rates on our Credit Facility. In an effort to bring the fixed rates per our forward-starting contracts in line with current market rates and extend the hedged period for future interest payments on our Credit Facility, we amended the terms of the swap contracts in the fourth quarter of 2015. As amended, these new swap contracts will convert the Credit Facility’s variable interest rate to fixed rates of 2.273% on a notional amount of $75.0 million and 2.111% on notional amounts totaling $75.0 million. Each of these forward-starting interest rate swap contracts becomes effective on
October 19, 2016
and terminates on November 20, 2019.
The weighted average effective interest rate for the Credit Facility as of
March 31, 2016
was approximately
2.0%
, excluding commitment fees.
Financial covenants on the Credit 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, 2016
, 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 trailing twelve months (TTM) Average Total Funded Indebtedness plus the TTM Average Accounts Securitization Proceeds divided by the TTM EBITDA (as those terms are defined in the Credit Facility). As of
March 31, 2016
, our average total leverage ratio equaled
1.58
(compared to
1.61
as of December 31, 2015) and the TTM average total debt amount used in this calculation was
$405.1 million
.
|
|
•
|
Minimum Fixed Charge Coverage Ratio
. On the last day of each fiscal quarter, our fixed charge ratio must be greater than or equal to 2.25 to 1.00. Fixed Charge Ratio is the ratio of the TTM EBITDAR divided by TTM Interest Expense paid or payable in cash plus TTM Rental Expense (as those terms are defined in the Credit Facility). As of
March 31, 2016
, our fixed charge ratio equaled
5.34
(compared to
5.18
as of December 31, 2015) and TTM Rental Expense was
$49.7 million
.
|
The Credit Facility also limits the declaration and payment of dividends on our common stock to no more than 50% of the preceding year’s Net Income (as defined in the Credit Facility), provided no default or event of default has occurred and is continuing, or would result from the payment of dividends. Additionally, we may declare and pay quarterly dividends notwithstanding that the aggregate amount of dividends paid would be in excess of the 50% limit described above so long as (i) the amount per share of such dividends does not exceed the amount per share paid during the most recent fiscal year in which we were in compliance with the 50% limit and (ii) our Average Total Leverage Ratio is less than 3.00 to 1.00 both immediately before and after giving pro forma effect to such dividends. Further, dividends must be declared and paid in a manner consistent with our past practice.
Under the Credit 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 2.50 to 1.00. Other covenants 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 the Credit Facility could result in penalty payments, higher interest rates on our borrowings or the acceleration of the maturities of our outstanding debt.
20
Our two-year Receivables Facility offers us a lower cost form of financing, with a peak funding capacity of up to $200.0 million between May 1 and June 30, which includes an additional seasonal funding capacity that is available between March 1 and July 31. Other funding capacities range from $55.0 million to $135.0 million throughout the remaining months of the year.
The Receivables Facility provides for the sale of certain of our receivables to a wholly owned subsidiary (the Securitization Subsidiary). The Securitization Subsidiary transfers variable undivided percentage interests in the receivables and related rights to certain third party financial institutions in exchange for cash proceeds, limited to the applicable funding capacities. Upon payment of the receivables by customers, rather than remitting to the financial institutions the amounts collected, we retain such collections as proceeds for the sale of new receivables until payments become due.
The Receivables Facility contains terms and conditions (including representations, covenants and conditions precedent) customary for transactions of this type. Additionally, an amortization event will occur if we fail to maintain a maximum average total leverage ratio (average total funded debt/EBITDA) of 3.25 to 1.00 and a minimum fixed charge coverage ratio (EBITDAR/cash interest expense plus rental expense) of 2.25 to 1.00.
At
March 31, 2016
, there was
$120.0 million
outstanding under the Receivables Facility at a weighted average effective interest rate of
1.2%
, excluding commitment fees.
As of
March 31, 2016
, we were in compliance with all covenants and financial ratio requirements. We believe we will remain in compliance with all 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 Item 8 of our
2015
Annual Report on Form 10-K.
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 have the ability to finance any such transactions.
As of
April 25, 2016
,
$159.0 million
of the current Board authorized amount under our share repurchase program remained available. We expect to repurchase additional shares on the open market from time to time depending on market conditions. We plan to fund these repurchases with cash provided by operations and borrowings under the credit and receivables facilities.
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 estimate or assumptions, or the use of different estimates and assumptions, could have a material impact on our consolidated results of operations or financial condition.
|
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
2015
Annual Report on Form 10-K. We have not changed these policies from those previously disclosed.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09,
Revenue from Contracts with Customers
(ASU 2014-09), which requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new standard also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. ASU 2014-09 will be effective for annual periods beginning after December 15, 2017 and will replace most existing revenue recognition guidance in U.S. GAAP. The guidance may be applied using either a retrospective or cumulative effect transition method. We are currently evaluating the effect that ASU 2014-09 will have on our financial position, results of operations and related disclosures.
21
In July 2015, the FASB issued ASU 2015-11,
Inventory (Topic 330): Simplifying the Measurement of Inventory
, which requires entities to measure inventory at the lower of cost or net realizable value rather than at the lower of cost or market. Net realizable value is the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 will be effective for annual periods beginning after December 15, 2016, and early adoption is permitted. We have not elected to early adopt this guidance. We do not expect the adoption of ASU 2015-11 will have a material impact on our financial position, results of operations and related disclosures.
In September 2015, the FASB issued ASU 2015-16,
Simplifying the Accounting for Measurement-Period Adjustments
, which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. ASU 2015-16 will be effective for annual periods beginning after December 15, 2016, and early adoption is permitted. We have not elected to early adopt this guidance. We do not expect the adoption of ASU 2015-16 will have a material impact on our financial position, results of operations and related disclosures.
In November 2015, the FASB issued ASU 2015-17,
Balance Sheet Classification of Deferred Taxes
, which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet rather than separately presenting net deferred tax assets or liabilities as current or noncurrent. Also, companies will no longer allocate valuation allowances between current and noncurrent deferred tax assets because those allowances also will be classified as noncurrent. ASU 2015-17 will be effective for annual periods beginning after December 15, 2016, and early adoption is permitted. We have not elected to early adopt this guidance. We do not expect the adoption of ASU 2015-17 will have an impact on our results of operations, but it will change the presentation of our financial position and disclosures related to deferred tax assets and liabilities.
In February 2016, the FASB issued ASU 2016-02,
Leases
, which requires lessees to record most leases on their balance sheets but recognize expenses in a manner similar to current guidance. ASU 2016-02 will be effective for annual periods beginning after December 15, 2018. The guidance is required to be applied using a modified retrospective approach. We are currently evaluating the effect that ASU 2016-02 will have on our financial position, results of operations and related disclosures.
In March 2016, the FASB issued ASU 2016-09,
Improvements to Employee Share-Based Payment Accounting
, which amends several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance requires all excess tax benefits or deficiencies to be recognized as income tax expense or benefit in the income statement, and all excess tax benefits to be classified with other income tax cash flows as operating activities. This portion of the amendment should be applied prospectively. The guidance also changes the timing of when excess tax benefits are recognized and the methods available to an entity to estimate the impact of forfeitures related to share-based awards. These two amendment topics should be applied using a modified retrospective transition method, and would require recognition of cumulative-effect adjustments to equity as of the beginning of the period in which the guidance is adopted. The guidance also classifies cash paid by an employer when directly withholding shares for tax-withholding purposes as a financing activity on the statement of cash flows. This portion of the amendment should be applied retrospectively. ASU 2016-09 will be effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period, but we are not early adopting this guidance. We are currently evaluating the effect that ASU 2016-09 will have on our financial position, results of operations and related disclosures.
22
Interest Rate Risk
There have been no material changes from what we reported in our Annual Report on Form 10-K for the year ended
December 31, 2015
that affect fiscal
2016
.
Currency Risk
There have been no material changes from what we reported in our Annual Report on Form 10-K for the year ended
December 31, 2015
that affect fiscal
2016
.
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, 2016
, management, including the CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures. Based on that evaluation, management, including the CEO and CFO, concluded that as of
March 31, 2016
, 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.
23
There have been no material developments in our previously reported legal proceedings.
There have been no material changes from the risk factors disclosed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2015
.
The table below summarizes the repurchases of our common stock in the
first
quarter of
2016
:
|
Period
|
Total Number
of Shares
Purchased
(1)
|
Average Price
Paid per Share
|
Total Number of
Shares Purchased as Part of Publicly
Announced Plan
(2)
|
Maximum Approximate
Dollar Value of Shares That May Yet be Purchased
Under the Plan
(3)
|
||||||||||
|
January 1-31, 2016
|
519,107
|
|
$
|
75.85
|
|
505,122
|
|
$
|
33,839,229
|
|
||||
|
February 1-29, 2016
|
272,754
|
|
$
|
77.94
|
|
264,700
|
|
$
|
163,232,406
|
|
||||
|
March 1-31, 2016
|
64,270
|
|
$
|
81.21
|
|
52,700
|
|
$
|
158,952,578
|
|
||||
|
Total
|
856,131
|
|
$
|
76.93
|
|
822,522
|
|
|
||||||
|
(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
33,609
shares surrendered for this purpose in the
first
quarter of
2016
.
|
|
(2)
|
In
February 2016
, our Board authorized an additional
$150.0 million
under our share repurchase program for the repurchase of shares of our common stock in the open market at prevailing market prices or in privately negotiated transactions.
|
|
(3)
|
As of
April 25, 2016
,
$159.0 million
of the authorized amount remained available under our current share repurchase program.
|
Exhibits filed as part of this report are listed in the Index to Exhibits appearing on page 26.
24
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 28, 2016
.
|
|
|
POOL CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mark W. Joslin
|
|
|
|
Mark W. Joslin
|
|
Senior Vice President and Chief Financial Officer, and duly authorized signatory on behalf of the registrant
|
||
25
INDEX TO EXHIBITS
|
|
|
|
|
|
|
Incorporated by Reference
|
||||
|
No.
|
|
Description
|
|
Filed 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
|
|
Restated Composite Bylaws of the Company.
|
|
|
|
8-K
|
|
000-26640
|
|
12/20/2012
|
|
4.1
|
|
Form of certificate representing shares of common stock of the Company.
|
|
|
|
8-K
|
|
000-26640
|
|
5/19/2006
|
|
|
Certification by Mark W. Joslin pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
|
Certification by Manuel J. Perez de la Mesa pursuant to Rule 13a-14(a) and 15d‑14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
|
Certification by Manuel J. Perez de la Mesa and Mark W. Joslin pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
101.INS
|
+
|
XBRL Instance Document
|
|
X
|
|
|
|
|
|
|
|
101.SCH
|
+
|
XBRL Taxonomy Extension Schema Document
|
|
X
|
|
|
|
|
|
|
|
101.CAL
|
+
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
101.DEF
|
+
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
101.LAB
|
+
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
101.PRE
|
+
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
X
|
|
|
|
|
|
|
+ Attached as Exhibit 101 to this report are the following items formatted in XBRL (Extensible Business Reporting Language):
|
1.
|
Consolidated Statements of Income for the
three
months ended
March 31, 2016
and
March 31, 2015
;
|
|
2.
|
Consolidated Statements of Comprehensive Income for the
three
months ended
March 31, 2016
and
March 31, 2015
;
|
|
3.
|
Consolidated Balance Sheets at
March 31, 2016
,
December 31, 2015
and
March 31, 2015
;
|
|
4.
|
Condensed Consolidated Statements of Cash Flows for the
three
months ended
March 31, 2016
and
|
March 31, 2015
; and
|
5.
|
Notes to Consolidated Financial Statements.
|
26
TABLE OF CONTENTS
Part I. Financial InformationItem 1. Financial StatementsNote 1 Summary Of Significant Accounting PoliciesNote 2 Earnings Per ShareNote 3 AcquisitionsNote 4 Fair Value Measurements and Interest Rate SwapsNote 5 DebtNote 6 Redeemable Noncontrolling InterestItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 6. Exhibits