Form 8-K - Current report

0000945841false00009458412024-10-242024-10-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 24, 2024

______________

POOL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware						0-26640			36-3943363
(State or other jurisdiction of						(Commission File Number)			(IRS Employer
incorporation or organization)									Identification No.)
109 Northpark Boulevard,
Covington,			Louisiana						70433-5001
(Address of principal executive offices)									(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

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Item 2.02 Results of Operations and Financial Condition.

The following information is being provided under Form 8-K Item 2.02 and should not be deemed incorporated by reference by any general statement incorporating by reference this Current Report on Form 8-K into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates this information by reference, and none of this information should be deemed "filed" under such acts.

On October 24, 2024, Pool Corporation, a Delaware corporation, issued a press release reporting third quarter results.

A copy of the release is included herein as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.

On October 24, 2024, Pool Corporation issued the press release included herein as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits
99.1			Press Release issued by Pool Corporation on October 24, 2024, reporting third quarter results.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

POOL CORPORATION

By:

/s/ Melanie Housey Hart

Melanie Housey Hart

Vice President and Chief Financial Officer

 

Dated: October 24, 2024

               

 

Exhibit 99.1

FOR IMMEDIATE RELEASE

POOL CORPORATION REPORTS THIRD QUARTER RESULTS

Highlights

•Resilient recurring maintenance revenues contributed to Q3 2024 net sales of $1.4 billion

•Seasonal gross margin of 29.1%

•Operating income of $176.4 million and operating margin of 12.3%

•Q3 2024 diluted EPS of $3.27 or $3.26 without tax benefits

•Maintains annual earnings guidance range of $11.06 - $11.46 per diluted share

______________________

COVINGTON, LA. (October 24, 2024) – Pool Corporation (Nasdaq/GSM:POOL) today reported results for the third quarter of 2024.

“We generated third quarter net sales of $1.4 billion, down 3% from the third quarter of 2023, supported by steady demand for maintenance products while the discretionary portions of our business continued to see pressure. During the quarter, we made additional progress on our Pool360 technology rollouts and digital marketing expansion, seeing strong private-label chemical sales growth, higher Pool360 usage and sustained gross margins. Our dedicated team remains focused on delivering a best-in-class customer experience and positioning ourselves for future growth by leveraging our connected software solutions and the power of our nationwide, integrated distribution network, with an efficient capital structure and strong cash flow generation,” commented Peter D. Arvan, president and CEO.

Third quarter ended September 30, 2024 compared to the third quarter ended September 30, 2023

Net sales decreased 3% in the third quarter of 2024 to $1.4 billion compared to $1.5 billion in the third quarter of 2023. Base business results approximated consolidated results for the period. Following similar trends from the first half of the year, our third quarter results were anchored by strong sales of non-discretionary maintenance products, while sales of pool construction and discretionary products remained soft compared to the third quarter of 2023. Net sales benefited approximately 2% from one more selling day in third quarter of 2024 versus the same period in 2023.

Gross profit decreased 3% to $416.4 million in the third quarter of 2024 from $428.7 million in the same period of 2023. Gross margin remained consistent at 29.1% for each of the third quarters of 2024 and 2023.

Increases in our selling and administrative expenses (operating expenses) moderated during the third quarter of 2024, growing 2% to $240.1 million compared to $234.3 million in the third quarter of 2023. Expense increases in the quarter primarily related to inflationary impacts, the expansion of our network and our technology initiatives and were partially offset by lower variable costs and a timing shift of certain expenses from the third quarter of 2024 to the fourth quarter of 2024. As a percentage of net sales, operating expenses increased to 16.8% in the third quarter of 2024 compared to 15.9% in the same period of 2023.

Operating income in the third quarter of 2024 decreased 9% to $176.4 million from $194.4 million in 2023. Operating margin was 12.3% in the third quarter of 2024 compared to 13.2% in the third quarter of 2023.

Interest and other non-operating expenses, net for the third quarter of 2024 decreased $1.2 million compared to the third quarter of 2023, primarily due to a decrease in average debt between periods.

We recorded a $0.5 million tax benefit from Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting, in the quarter ended September 30, 2024, compared to a tax benefit of $0.4 million realized in the same period of 2023. This resulted in a $0.01 per diluted share tax benefit in the third quarter of 2024 consistent with the $0.01 per diluted share tax benefit realized in the same period of 2023.

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Net income decreased 9% to $125.7 million in the third quarter of 2024 compared to $137.8 million in the third quarter of 2023. Earnings per diluted share decreased 7% to $3.27 in the third quarter of 2024 compared to $3.51 in the same period of 2023. Without the impact from ASU 2016-09 in both periods, earnings per diluted share decreased 7% to $3.26 compared to $3.50 in the third quarter of 2023.

Nine months ended September 30, 2024 compared to the nine months ended September 30, 2023

Net sales for the nine months ended September 30, 2024 declined 5% to $4.3 billion from $4.5 billion in the nine months ended September 30, 2023. Base business results approximated consolidated results for the period. Gross margin declined 40 basis points to 29.7% from 30.1% in the same period last year.

Operating expenses for the nine months ended September 30, 2024 increased 4% to $728.6 million compared to $699.0 million for the same period in 2023. Operating income for the nine months ended September 30, 2024 decreased 17% to $556.6 million compared to $667.2 million in the same period last year. Operating margin for the nine months ended September 30, 2024 was 12.9% compared to 14.7% for the nine months ended September 30, 2023.

Interest and other non-operating expenses, net for the first nine months of 2024 decreased $6.5 million compared to the same period last year, primarily due to a decrease in average debt between periods.

Net income for the nine months ended September 30, 2024 decreased 16% to $397.0 million compared to $471.8 million for the nine months ended September 30, 2023. We recorded an $8.3 million, or $0.21 per diluted share, tax benefit from ASU 2016-09 in the nine months ended September 30, 2024 compared to a $5.9 million, or $0.15 per diluted share, tax benefit in the same period of 2023.

Earnings per diluted share decreased 14% to $10.30 in the first nine months of 2024 compared to $12.00 in the same period of 2023. Without the impact from ASU 2016-09 in both periods, earnings per diluted share was $10.09 in the first nine months of 2024 compared to $11.85 in the same period of 2023.

Balance Sheet and Liquidity

Total net receivables, including pledged receivables, decreased 8% at September 30, 2024 compared to September 30, 2023, primarily due to our lower sales in 2024. Our inventory management efforts contributed to an inventory balance of $1.2 billion, down $78.8 million, or 6%, from September 30, 2023. Total debt outstanding was $923.8 million at September 30, 2024, down $110.1 million from September 30, 2023. As previously announced, during the third quarter of 2024, we amended our credit facility to, among other items, extend the term three years and increase our borrowing capacity.

Net cash provided by operations decreased to $488.6 million in the first nine months of 2024 compared to $750.0 million in the first nine months of 2023, impacted by our prior year inventory reduction efforts of $330.9 million during the first nine months of 2023 and lower net income in 2024. Adjusted EBITDA decreased 15% to $603.3 million for the nine months ended September 30, 2024 compared to $712.3 million last year.

Outlook

“With the 2024 swimming pool season behind us, we are maintaining our 2024 full year earnings guidance of $11.06 to $11.46 per diluted share, including the $0.21 tax benefit realized this year. I would like to thank our many team members who continue to deliver on areas of opportunity in this environment. As the leading distributor to the swimming pool and outdoor living products industry, we are committed to investing in continuous improvements to enhance each customer’s experience, expanding our marketing and technological tools, providing the broadest product assortment through our long-standing partnerships with vendors, optimizing our vertical integration capabilities, and building out our digital ecosystem. We believe these organic growth drivers will accelerate our abilities well into the future,” said Arvan.

Non-GAAP Financial Measures

This press release contains certain non-GAAP measures (adjusted EBITDA and adjusted diluted EPS). See the addendum to this release for definitions of our non-GAAP measures and reconciliations of our non-GAAP measures to GAAP measures.

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About Pool Corporation

POOLCORP is the world’s largest wholesale distributor of swimming pool and related backyard products. POOLCORP operates 447 sales centers in North America, Europe and Australia, through which it distributes more than 200,000 products to roughly 125,000 wholesale customers. For more information, please visit www.poolcorp.com.

Forward-Looking Statements

This news release includes “forward-looking” statements that involve risks and uncertainties that are generally identifiable through the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” “should,” “will,” “may,” and similar expressions and include projections of earnings. The forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date of this release, and we undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur. Actual results may differ materially due to a variety of factors, including the sensitivity of our business to weather conditions; changes in economic conditions, consumer discretionary spending, the housing market, inflation or interest rates; our ability to maintain favorable relationships with suppliers and manufacturers; the extent to which home-centric trends will continue to moderate or reverse; competition from other leisure product alternatives or mass merchants; our ability to continue to execute our growth strategies; changes in the regulatory environment; new or additional taxes, duties or tariffs; excess tax benefits or deficiencies recognized under ASU 2016-09 and other risks detailed in POOLCORP’s 2023 Annual Report on Form 10-K, 2024 Quarterly Reports on Form 10-Q and other reports and filings filed with the Securities and Exchange Commission (SEC) as updated by POOLCORP's subsequent filings with the SEC.

Investor Relations Contacts:

Kristin S. Byars

985.801.5153

[e-mail]

Curtis J. Scheel

985.801.5341

[e-mail]

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POOL CORPORATION

Consolidated Statements of Income

(Unaudited)

(In thousands, except per share data)

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2024						2023						2024						2023
Net sales			$	1,432,879					$	1,474,407					$	4,323,474					$	4,538,545
Cost of sales			1,016,476						1,045,676						3,038,370						3,172,276
Gross profit			416,403						428,731						1,285,104						1,366,269
Percent			29.1		%				29.1		%				29.7		%				30.1		%
Selling and administrative expenses			240,050						234,288						728,550						699,046
Operating income			176,353						194,443						556,554						667,223
Percent			12.3		%				13.2		%				12.9		%				14.7		%
Interest and other non-operating expenses, net			12,355						13,599						39,818						46,327
Income before income taxes and equity in earnings			163,998						180,844						516,736						620,896
Provision for income taxes			38,361						43,079						119,891						149,339
Equity in earnings of unconsolidated investments, net			64						78						180						235
Net income			$	125,701					$	137,843					$	397,025					$	471,792
Earnings per share attributable to common stockholders: (1)
Basic			$	3.29					$	3.54					$	10.37					$	12.09
Diluted			$	3.27					$	3.51					$	10.30					$	12.00
Weighted average common shares outstanding:
Basic			37,983						38,735						38,104						38,816
Diluted			38,187						39,023						38,330						39,112
Cash dividends declared per common share			$	1.20					$	1.10					$	3.50					$	3.20

(1)    Earnings per share under the two-class method is calculated using net income attributable to common stockholders (net income reduced by earnings allocated to participating securities), which was $125.0 million and $137.1 million for the three months ended September 30, 2024 and September 30, 2023, respectively, and $395.0 million and $469.3 million for the nine months ended September 30, 2024 and September 30, 2023, respectively. Participating securities excluded from weighted average common shares outstanding were 206,000 and 205,000 for the three months ended September 30, 2024 and September 30, 2023, respectively, and 206,000 and 207,000 for the nine months ended September 30, 2024 and September 30, 2023, respectively.

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POOL CORPORATION

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

						September 30,									September 30,												Change
						2024									2023												$						%
Assets
Current assets:
			Cash and cash equivalents			$			91,347						$			85,220						$			6,127						7			%
			Receivables, net (1)						119,538									140,997									(21,459)						(15)
			Receivables pledged under receivables facility						306,155									320,585									(14,430)						(5)
			Product inventories, net (2)						1,180,491									1,259,308									(78,817)						(6)
			Prepaid expenses and other current assets						43,168									26,414									16,754						63
Total current assets									1,740,699									1,832,524									(91,825)						(5)
Property and equipment, net									243,308									213,732									29,576						14
Goodwill									700,147									699,270									877						—
Other intangible assets, net									292,722									300,237									(7,515)						(3)
Equity interest investments									1,434									1,383									51						4
Operating lease assets									309,648									293,673									15,975						5
Other assets									79,431									89,915									(10,484)						(12)
Total assets						$			3,367,389						$			3,430,734						$			(63,345)						(2)			%
Liabilities and stockholders’ equity
Current liabilities:
			Accounts payable			$			401,702						$			429,436						$			(27,734)						(6)			%
			Accrued expenses and other current liabilities						185,118									157,172									27,946						18
			Short-term borrowings and current portion of long-term debt						44,683									37,788									6,895						18
			Current operating lease liabilities						95,412									84,724									10,688						13
Total current liabilities									726,915									709,120									17,795						3
Deferred income taxes									65,106									55,226									9,880						18
Long-term debt, net									879,146									996,109									(116,963)						(12)
Other long-term liabilities									43,612									37,885									5,727						15
Non-current operating lease liabilities									220,101									214,168									5,933						3
Total liabilities									1,934,880									2,012,508									(77,628)						(4)
Total stockholders’ equity									1,432,509									1,418,226									14,283						1
Total liabilities and stockholders’ equity						$			3,367,389						$			3,430,734						$			(63,345)						(2)			%

(1)The allowance for doubtful accounts was $10.0 million at September 30, 2024 and $10.6 million at September 30, 2023.

(2)The inventory reserve was $28.6 million at September 30, 2024 and $25.9 million at September 30, 2023.

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POOL CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

									Nine Months Ended
									September 30,
									2024									2023									Change
Operating activities
Net income						$			397,025						$			471,792						$			(74,767)
Adjustments to reconcile net income to net cash provided by operating activities:
			Depreciation						26,848									23,355									3,493
			Amortization						6,514									6,425									89
			Share-based compensation						14,391									14,592									(201)
			Equity in earnings of unconsolidated investments, net						(180)									(235)									55
			Goodwill impairment						—									550									(550)
			Other						3,123									1,157									1,966
Changes in operating assets and liabilities, net of effects of acquisitions:
			Receivables						(80,362)									(110,078)									29,716
			Product inventories						181,326									330,850									(149,524)
			Prepaid expenses and other assets						57,151									(23,431)									80,582
			Accounts payable						(109,021)									20,667									(129,688)
			Accrued expenses and other liabilities						(8,196)									14,374									(22,570)
Net cash provided by operating activities									488,619									750,018									(261,399)
Investing activities
Acquisition of businesses, net of cash acquired									(4,435)									(11,500)									7,065
Purchases of property and equipment, net of sale proceeds									(45,951)									(42,958)									(2,993)
Other investments, net									944									(48)									992
Net cash used in investing activities									(49,442)									(54,506)									5,064
Financing activities
Proceeds from revolving line of credit									1,146,900									1,154,601									(7,701)
Payments on revolving line of credit									(1,274,400)									(1,497,501)									223,101
Payments on term loan under credit facility									(18,750)									(6,250)									(12,500)
Proceeds from asset-backed financing									623,900									465,500									158,400
Payments on asset-backed financing									(606,300)									(422,700)									(183,600)
Payments on term facility									—									(47,313)									47,313
Proceeds from short-term borrowings and current portion of long-term debt									8,873									19,428									(10,555)
Payments on short-term borrowings and current portion of long-term debt									(8,643)									(19,182)									10,539
Payments of deferred financing costs									(1,731)									(52)									(1,679)
Payments of deferred and contingent acquisition consideration									—									(551)									551
Proceeds from stock issued under share-based compensation plans									11,955									9,278									2,677
Payments of cash dividends									(134,181)									(124,983)									(9,198)
Repurchases of common stock									(159,408)									(187,110)									27,702
Net cash used in financing activities									(411,785)									(656,835)									245,050
Effect of exchange rate changes on cash and cash equivalents									(2,585)									952									(3,537)
Change in cash and cash equivalents									24,807									39,629									(14,822)
Cash and cash equivalents at beginning of period									66,540									45,591									20,949
Cash and cash equivalents at end of period						$			91,347						$			85,220						$			6,127

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ADDENDUM

Base Business

When calculating our base business results, we exclude sales centers that are acquired, opened in new markets or closed for a period of 15 months. We also exclude consolidated sales centers when we do not expect to maintain the majority of the existing business and existing sales centers that 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, 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 press release as our base business results for the three and nine months ending September 30, 2024 closely approximated our 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 in the first nine months of 2024.

December 31, 2023			439
Acquired locations			2
New locations			9
Consolidated/closed locations			(3)
September 30, 2024			447

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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 press release.

Adjusted EBITDA

As illustrated in detail in the reconciliation table below, we define Adjusted EBITDA as net income or net loss plus interest and other non-operating expenses, income taxes, depreciation, amortization, share-based compensation, goodwill and other impairments and equity in earnings or loss of unconsolidated investments.  Other companies may calculate Adjusted EBITDA differently than we do, which may limit its usefulness as a comparative measure.

Adjusted EBITDA is not a measure of performance as determined by generally accepted accounting principles (GAAP). We believe Adjusted EBITDA should be considered in addition to, not as a substitute for, operating income or loss, net income or loss, net cash flows provided by or used in operating, investing and financing activities or other income statement or cash flow statement line items reported in accordance with GAAP.

We have included Adjusted EBITDA as a supplemental disclosure because management uses it to monitor our performance, and we believe that it is widely used by our investors, industry analysts and others as a useful supplemental performance measure. We believe that Adjusted EBITDA, when viewed with our GAAP results and the accompanying reconciliations, provides an additional measure that enables management and investors to monitor factors and trends affecting our ability to service debt, pay taxes and fund capital expenditures.

The table below presents a reconciliation of net income to Adjusted EBITDA.

(Unaudited)									Three Months Ended																		Nine Months Ended
(In thousands)									September 30,																		September 30,
									2024									2023									2024									2023
Net income						$			125,701						$			137,843						$			397,025						$			471,792
			Adjustments to increase (decrease) net income:
			Interest and other non-operating expenses (1)						12,230									13,647									39,484									47,054
			Provision for income taxes						38,361									43,079									119,891									149,339
			Share-based compensation						4,047									4,596									14,391									14,592
			Equity in earnings of unconsolidated investments, net						(64)									(78)									(180)									(235)
			Goodwill impairment						—									550									—									550
			Depreciation						9,257									8,063									26,848									23,355
			Amortization (2)						1,963									2,001									5,854									5,863
Adjusted EBITDA						$			191,495						$			209,701						$			603,313						$			712,310

(1)Shown net of losses (gains) on foreign currency transactions of $125 and $(48) for the three months ended September 30, 2024 and September 30, 2023, respectively, and $334 and $(727) for the nine months ended September 30, 2024 and September 30, 2023, respectively.

(2)Excludes amortization of deferred financing costs of $350 and $187 for the three months ended September 30, 2024 and September 30, 2023, respectively, and $660 and $562 for the nine months ended September 30, 2024 and September 30, 2023, respectively. This non-cash expense is included in Interest and other non-operating expenses, net on the Consolidated Statements of Income.

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Adjusted Diluted EPS

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

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

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

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

(Unaudited)						Three Months Ended												Nine Months Ended
						September 30,												September 30,
						2024						2023						2024						2023
Diluted EPS						$	3.27					$	3.51					$	10.30					$	12.00
ASU 2016-09 tax benefit						(0.01)						(0.01)						(0.21)						(0.15)
Adjusted diluted EPS						$	3.26					$	3.50					$	10.09					$	11.85

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Document Document	Oct. 24, 2024
Cover Page [Abstract]
Entity Central Index Key	0000945841
Title of 12(b) Security	Common Stock, par value $0.001 per share
Entity Registrant Name	POOL CORPORATION
Document Type	8-K
Document Period End Date	Oct. 24, 2024
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-3943363
Entity Address, Address Line One	109 Northpark Boulevard,
Entity Address, City or Town	Covington,
Entity Address, State or Province	LA
Entity Address, Postal Zip Code	70433-5001
City Area Code	(985)
Local Phone Number	892-5521
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Trading Symbol	POOL
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity File Number	0-26640

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