ANNUAL
REPORT 2020
OUR NETWORKS AND LOCATIONS
AMERICAS
EUROPE
9
3
9
7
4
55
11
56
AUSTRALIA
9
76
3
26
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SC
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228
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Horizon®
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73
76
NPT®
NP
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21
Total Sales Centers
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398
TABLE OF
CONTENTS
Message to Our Shareholders
.................................
1
POOLCORP’s Operating Priorities
...........................
2
Financial Highlights
................................................
3
Best of the Best 2020
..............................................
4
Pool Corporation 2020 Form 10-K
...........................
5
Company Officers and Directors,
Shareholder Information
.............
Inside Back Cover
VISION
STATEMENT
Our vision is to establish POOLCORP as the global, digital
distribution leader in swimming pool, backyard and irrigation
and landscape distribution markets.
MISSION
STATEMENT
To provide exceptional value to our customers and suppliers,
creating exceptional return for our shareholders while providing
exceptional opportunities for our employees.
DEAR FELLOW SHAREHOLDERS,
We achieved extraordinary results in 2020. Record sales of $3.9 billion, a 23% increase
from 2019, were realized against the backdrop of unprecedented global health and economic
conditions caused by the COVID-19 pandemic, and consumers’ responses to coping with its
impact on their daily lives. Our results reflect a tremendous effort by our team to provide the
products and materials to fulfill homeowners’ demands to improve their home environment
and remain safe as the pandemic limited other leisure alternatives. Operating income
increased 36% to a record $464.0 million and earnings per share rose 40% to $8.97 for
2020. Our strong operating performance generated a record $397.6 million in cash flow from
operating activities and produced a Return on Invested Capital (ROIC) of 39.2% for the year.
Our results for 2020 were truly astounding; however, they also reflect a continuation of steady
growth and performance achieved over many years. As we enter 2021, we are positioned
to again deliver strong results, provide exceptional value to our customers and suppliers,
create exceptional returns for our shareholders and provide remarkable opportunities for our
employees.
While it was difficult, the COVID-19 pandemic highlighted the strength and resiliency of our
organization. Our team quickly adapted customer service procedures, operating processes
and facilities access to function safely, while continuing to deliver outstanding customer
service. Merely adjusting to this ‘new normal’ was challenging but meeting the accelerating
demand for our products was nearly overwhelming. Our team rose to the challenge,
dedicating their energies and expertise to fulfill customers’ rapidly increasing needs.
Our record results speak directly to our team’s commitment and loyalty to our customers
in doing what it takes to get the job done, regardless of the circumstances.
By virtually any measure, 2020 was an unparalleled year. It challenged and strengthened
our organization, but it also reinforced our commitment to our core operating priorities
in guiding us through these times. Our operating priorities, which are safety, growth,
profitability and being an Employer of Choice, were evident as we addressed the
challenges presented in 2020.
• Safety is our top priority, but it took on a special meaning in 2020 as the COVID-19
pandemic raised the bar on keeping our employees and customers safe in the presence
of a dangerous virus as we addressed our everyday business activities. We quickly
adapted our facilities and routines by implementing enhanced safety procedures,
leveraging touchless technology tools, such as Pool360 and BlueStreak, and finding
new and innovative ways to safely interact with and efficiently serve our customers.
• Growth, in all forms, is critical to our continued success. Organic growth of 22% was
driven by the strong consumer demand for outdoor living products and supplies and
generally favorable weather conditions throughout the year. Our industry-leading
product breadth and well-stocked sales centers allowed us to grow market share by
responding effectively to the rapidly changing and challenging conditions. Growth
through acquisitions expanded our geographic footprint, adding customers and
product categories and, perhaps most importantly, adding valuable members to the
Pool Corporation team. In 2020, we completed four acquisitions, adding 25 new sales
centers, more than 250 new team members and over $200 million in annualized sales
to our future growth potential.
• Profitability generates the resources needed to invest in customer service
enhancements, labor saving tools and systems and future growth. Amplified demand
and favorable weather during 2020 challenged us to be more efficient without
sacrificing customer service in a dramatically changed operating environment. Our
ongoing investments in capacity creation initiatives and process streamlining paid
off handsomely as we leveraged technology tools such as Pool360 (our web-based
customer portal) and BlueStreak (our mobile kiosk order processing application) to
enhance customer service, improve order accuracy and reduce staff order processing
time and costs. Process improvements resulting from more efficient product storage
configurations and the deployment of time-saving warehouse equipment and
streamlined system enhancements contributed to lower cost growth and improved
profitability. We also utilized virtual solutions for our customer, supplier and employee
interactions since our ability to safely travel and connect face-to-face was restricted.
–––– 111111111 –––––
The time and cost-saving benefits from these investments and actions not only
resulted in record profitability but positions us to continue realizing these profitability
enhancements well into the future.
• We aim to be an Employer of Choice, and we focus on attracting, retaining and
rewarding the best available talent in the industry. As a service-oriented business
in a highly competitive marketplace, our success is directly linked to our ability
to attract a talented and diverse group of people and develop them into a team that
delivers consistently superior results. Our record-setting performance in 2020 is a
testimonial to the quality of our team, the depth of their expertise and their commitment
to overcome any challenge in order to achieve, and exceed, our goals. As our
networks expand, we have a continuous need for capable people to assume growing
leadership and customer-facing roles and responsibilities. To prepare our people
for these opportunities, we operate a dedicated, fully-staffed education and training
center, the EDGE, which offers online and on-site training curriculum, providing our
team members with the resources they need to grow personally and professionally,
strengthening our team as a whole. Combined with performance-based incentive
compensation programs, industry-leading employee benefits and ever-expanding
growth opportunities, Pool Corporation strives to provide a working environment
enabling the best and brightest to achieve their career goals and contribute to our
continuing success.
As we look ahead to 2021, we anticipate robust demand as COVID-influenced home
investment trends continue. Pool builders and remodelers are reporting lengthy order
backlogs, and early year pool permit activity is strong, indicating continued growth
opportunity in the first half of 2021 and potentially beyond. Severe weather and record cold
temperatures experienced in February throughout Texas, one of our largest swimming pool
markets, damaged many swimming pools and will add to the existing, strong replacement
opportunity in that market. As work-from-home practices persist, city dwellers seek more
open spaces, the U.S. population continues its migration to southern, year-round outdoor
living markets and the millennial generation (the second largest population cohort in
U.S. history) reaches its prime household and family development years, the outlook for
swimming pool and outdoor living related business growth appears to be promising for
many years to come.
As we report these extraordinary results from 2020, we continue a legacy of exceptional
performance. In fact, we celebrated our 25th anniversary as a public company in October
2020. During that 25-year period, our share value increased by 485 times over its
split-adjusted IPO value, generating a compound annual shareholder return of over 28%. Only
one other public company provided a higher total return to its shareholders during that period.
We also gained recognition from Investor’s Business Daily® as it ranked Pool Corporation as
second among the Best ESG Companies in its 2020 IBD Composite Ratings, demonstrating
that strong social and environmental stewardship can generate exceptional investment
returns. Perhaps most noteworthy of all, Pool Corporation was selected as an S&P 500
company, joining the prestigious index in October 2020. We celebrate these accolades and
reflect on a successful history while focusing on the challenges and opportunities that lie
ahead. We are encouraged by what we see, are well-positioned to achieve our goals and have
the team in place to continue our success well into the future.
We appreciate our shareholders’ ongoing support as we continue pursuing our vision of
being the global, digital distribution leader in swimming pool, backyard and irrigation and
landscape distribution markets.
Peter D. Arvan
President and
Chief Executive Officer
John E. Stokely
Chairman of the Board of Directors
and Lead Independent Director
SAFETY | GROWTH |
PROFITABILITY |
EMPLOYER OF CHOICE
POOLCORP’S OPERATING PRIORITIES
are our guiding force, ensuring that all efforts going forward
are aligned with these core values.
• SAFETY
In 2020, COVID-19 forced us to rethink the meaning of safety to extend
beyond injury reduction and prevention. As our sales centers endeavored
to keep their teams and their customers healthy and safe while keeping the
supply chain open to keep pools and hot tubs clean and clear, the need for
personal protective equipment grew and changed. Even with these unique
challenges, our team managed to capture improvements in all safety
categories to ensure that every employee goes home safe and healthy
to their family at the end of each day.
• GROWTH AND PROFITABILITY
As stay-at-home mandates gave families a new appreciation for their
homes and backyards, demand for outdoor living products grew
exponentially. Productivity gains from capacity creation, which means
making better use of our current resources including POOL360, the
BlueStreak sales kiosk, and more efficient truck utilization, contributed
greatly to our company’s success. Sales center products were properly
stocked in prime locations and technology utilized to allow customers
to get what they needed as quickly and efficiently as possible.
WE BELIEVE THE RENEWED INTEREST IN
SWIMMING POOLS AND OUTDOOR LIVING IS
NOT ONLY GREAT NEWS FOR OUR INDUSTRY BUT
ALSO FOR HOMEOWNERS WHO WILL BENEFIT
FROM A SAFE, HAPPY ENVIRONMENT FOR THEIR
FAMILIES NOW AND FOR YEARS TO COME. ”
–– PETER D. ARVAN, President and Chief Executive Officer
• EMPLOYER OF CHOICE
As an Employer of Choice in 2020, investing in our people meant giving
employees resources and tools to stay safe, stay productive, and continue
to learn and grow in new ways. To that end, the HR Team launched a new,
multi-purpose system to streamline common HR tasks and enhance
security. Classes at the EDGEucation Training Center and our International
Sales Conference went virtual, allowing more employees than ever to
participate, and performance reviews encouraged valuable feedback
to help each employee reach their potential.
– 2 –
NET SALES (IN MILLIONS)
$4,500
$4,000
$3,500
$3,000
$2,500
$2,000
$1,500
$1,000
$500
2,788.2
2,998.1
3,199.5
2,246.6
2,363.1
2,570.8
1,954.0
2,079.7
1,793.3
1,613.7
9% CAGR 2010-2020
3,936.6
GROSS PROFIT (IN MILLIONS)
$1,200
$1,000
$800
$600
$400
$200
567.4
591.3
643.3
675.6
471.3
531.6
9% CAGR 2010-2020
1,130.9
870.2
924.9
805.3
741.1
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
OPERATING INCOME (IN MILLIONS)
$500
$450
$400
$350
$300
$250
$200
$150
$100
$50
101.2
126.7
125.1
165.5
151.8
144.9
216.2
188.9
16% CAGR 2010-2020
471.0
464.0
341.2
313.9
284.4
255.9
NET INCOME (IN MILLIONS)
$400
$350
$300
$250
$200
$150
$100
$50
149.0
128.3
97.3
110.7
57.6
73.6
72.0
88.9
82.0
20% CAGR 2010-2020
373.0
366.7
261.6
234.5
191.6
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Adjustment to Operating Income
Adjustment to Net Income
DILUTED EARNINGS PER SHARE
23% CAGR 2010-2020
RETURN ON EQUITY (USING ADJUSTED NET INCOME)
$10.00
$9.00
$8.00
$7.00
$6.00
$5.00
$4.00
$3.00
$2.00
$1.00
3.47
2.90
2.05
2.44
1.15
1.50
1.47
1.85
1.71
9.12
8.97
6.40
5.62
4.51
120%
100%
80%
60%
40%
20%
20.4%
25.5%
64.6%
51.3%
41.7%
31.2%
33.9%
111.1%
89.5%
82.5%
70.7%
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Adjustment to Diluted EPS
CUMULATIVE ADJUSTED NET INCOME
& CASH FLOW FROM OPERATIONS (IN MILLIONS)
SOURCES OF CASH
SINCE COMPANY INCEPTION (IN MILLIONS)
USES OF CASH
SINCE COMPANY INCEPTION (IN MILLIONS)
$2,600
$2,400
$2,200
$2,000
$1,800
$1,600
$1,400
$1,200
$1,000
$800
$600
$400
PROCEEDS
FROM DEBT
$338.2
(10%)
STOCK
ISSUANCE
$339.6
(11%)
CAPITAL
EXPENDITURES
$355.0
(11%)
ACQUISITIONS,
NET AND OTHER
INVESTMENTS
$601.6
(19%)
DIVIDENDS
$670.9
(21%)
CASH FLOW FROM OPERATIONS
$2,516.1 (79%)
TREASURY STOCK
$1,526.1 (49%)
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
CFFO
Adjusted Net Income
The adjustments to Operating Income, Net Income and Diluted EPS in 2011 and 2012 reflect non-cash goodwill impairment charges. In 2020, the adjustment to Operating Income reflects non-cash impairment charges of $6.9.
Adjustments to Net Income and Diluted EPS in 2020 reflect non-cash impairment charges (net of tax) of $6.3 and $0.15 per diluted share. The CAGRs in these tables are based on the unadjusted amounts.
–––– 33333333333 –––––
3
BEST
OF THE
BEST
2020
I AM VERY PROUD OF OUR TEAM AND THEIR ABILITY TO
STAY FOCUSED ON DELIVERING OUTSTANDING CUSTOMER
SERVICE IN A SAFE AND EFFECTIVE MANNER THROUGHOUT
THIS CHALLENGING AND UNPRECEDENTED PERIOD. THEIR
DEDICATION AND RESILIENCY IS SECOND TO NONE.”
– PETER D. ARVAN, President and Chief Executive Officer
–
THE FOLLOWING LOCATIONS WERE SELECTED AS THE
TOP SALES CENTERS
FOR 2020 IN THEIR RESPECTIVE DIVISIONS:
• South Florida | SCP Puerto Rico
• Mountain | SCP Salt Lake City, UT
• Southeast | SCP Atlanta, GA
• Southern California | SCP Murrieta, CA
• Midwest | Superior Pittsburgh, PA
• Pacific | SCP Fresno, CA
• Northeast | Superior Blackwood, NJ
• West | Horizon Vacaville, CA
• Canada | SCP London, ON
• South | Horizon Goodyear, AZ
• Central | SCP Olive Branch, MS
• Europe | SCP Germany
• Southwest | SCP New Braunfels, TX
– 4 –
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2020
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
(State or other jurisdiction of
incorporation or organization)
109 Northpark Boulevard,
Covington, Louisiana
(Address of principal executive offices)
36-3943363
(I.R.S. Employer
Identification No.)
70433-5001
(Zip Code)
(985) 892-5521
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.001 per share
Trading Symbol(s)
POOL
Name of each exchange on which registered
Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
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 ☒ No ☐
Yes ☐ No ☒
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant based on the
closing sales price of the registrant’s common stock as of June 30, 2020 was $10,531,013,045.
As of February 19, 2021, there were 40,229,370 shares of common stock outstanding.
Documents Incorporated by Reference
Portions of the registrant’s Proxy Statement to be mailed to stockholders on or about March 30, 2021 for the
Annual Meeting to be held on May 4, 2021, are incorporated by reference in Part III of this Form 10-K.
POOL CORPORATION
TABLE OF CONTENTS
PART I.
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Item 6.
Item 7.
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Item 7A.
Item 8.
Item 9.
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
Item 9A.
Item 9B.
Controls and Procedures
Other Information
PART III.
Item 10.
Item 11.
Item 12.
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Item 13.
Item 14.
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART IV.
Item 15.
Item 16.
Exhibits, Financial Statement Schedules
Form 10-K Summary
Index to Exhibits and Signatures
Page
1
12
18
19
21
21
22
23
24
45
46
81
81
84
84
84
84
84
84
85
85
Item 1. Business
General
PART I.
Pool Corporation (the Company, which may be referred to as we, us or our) is the world’s largest wholesale distributor of
swimming pool supplies, equipment and related leisure products and is one of the leading distributors of irrigation and
landscape products in the United States. Our vision is to establish POOLCORP as the global, digital distribution leader in
swimming pool, backyard and irrigation and landscape distribution markets. The Company was incorporated in the State of
Delaware in 1993 and has grown from a regional distributor to a multi-national, multi-network distribution company.
Our industry is highly fragmented, and as such, we add considerable value to the industry by purchasing products from a large
number of manufacturers and then distributing the products to our customer base on conditions that are more favorable than our
customers could obtain on their own.
As of December 31, 2020, we operated 398 sales centers in North America, Europe and Australia through our four distribution
networks:
•
•
•
•
SCP Distributors (SCP);
Superior Pool Products (Superior);
Horizon Distributors (Horizon); and
National Pool Tile (NPT).
Our Industry
We believe that the swimming pool industry is relatively young, with room for continued growth from the increased penetration
of new pools. Significant growth opportunities also reside with pool remodel and pool equipment replacement activities due to
the aging of the installed base of swimming pools, technological advancements and the development of energy-efficient and
more aesthetically attractive products. Additionally, the desire for consumers to enhance their outdoor living spaces with
hardscapes, lighting and outdoor kitchens also promotes growth in this area.
Favorable demographic and socioeconomic trends have positively impacted our industry, and we believe these trends will
continue to do so in the long term. These favorable trends include the following:
•
•
•
•
•
long-term growth in housing units in warmer markets due to the population migration toward the southern United
States, where use of the outdoor home environment is more prevalent and extends longer throughout the year;
increased homeowner spending on outdoor living spaces for relaxation and entertainment;
consumers bundling the purchase of a swimming pool and other products, with new irrigation systems, landscaping
and improvements to outdoor living spaces often being key components to both pool installations and remodels;
consumers using more automation and control products, higher quality materials and other pool features that add to our
sales opportunities over time; and
increased consumer spending on homes including outdoor living spaces driven by stay-at-home and remote work
trends.
Almost 60% of consumer spending in the pool industry is for maintenance and minor repair of existing swimming
pools. Maintaining a proper sanitization balance and the related upkeep and repair of swimming pool equipment, such as
pumps, heaters, filters and safety equipment, creates a non-discretionary demand for pool chemicals, equipment and other
related parts and supplies. We also believe cosmetic considerations such as a pool’s appearance and the overall look of
backyard environments create an ongoing demand for other maintenance-related goods and certain discretionary products.
We believe that the recurring nature of the maintenance and repair market has historically helped maintain a relatively
consistent rate of industry growth. This characteristic has helped cushion the negative impact on revenues in periods when
unfavorable economic conditions and softness in the housing market adversely impacted consumer discretionary spending
including pool construction and major replacement and refurbishment activities.
1
The following table reflects growth in the domestic installed base of in-ground swimming pools over the past 11 years (based
on Company estimates and information from 2019 P.K. Data, Inc. reports):
The replacement and refurbishment market currently accounts for close to 25% of consumer spending in the pool
industry. The activity in this market, which includes major swimming pool remodeling, is driven by the aging of the installed
base of pools. The timing of these types of expenditures is more sensitive to economic factors including home values, single-
family home sales and consumer confidence that impact consumer spending compared to the maintenance and minor repair
market.
New swimming pool construction comprises just over 15% of consumer spending in the pool industry. The demand for new
pools is driven by the perceived benefits of pool ownership including relaxation, entertainment, family activity, exercise and
convenience. The industry competes for new pool sales against other discretionary consumer purchases such as kitchen and
bathroom remodeling, boats, motorcycles, recreational vehicles and vacations. The industry is also affected by other factors
including, but not limited to, consumer preferences or attitudes toward pool and related outdoor living products for aesthetic,
environmental, safety or other reasons.
The irrigation and landscape industry shares many characteristics with the pool industry, and we believe that it will realize
similar long-term growth rates. Irrigation system installations often occur in tandem with new single-family home construction
making it more susceptible to economic variables that drive new home sales. However, the landscape industry offers similar
maintenance-related growth opportunities as the swimming pool industry. Product offerings such as chemicals and fertilizers,
power equipment and related repair and maintenance services offer recurring revenue streams in an industry otherwise closely
tied to the housing market. The irrigation and landscape distribution business serves both residential and commercial markets,
with the majority of sales related to the residential market. We believe that irrigation accounts for approximately 35% - 40% of
total spending in the industry, with the remaining 60% - 65% of spending related to landscape maintenance products, power
equipment, hardscapes and specialty outdoor products and accessories.
2
Our NPT network primarily serves the swimming pool market but does provide some overlap with the irrigation and landscape
industries as we offer our market-leading brand of pool tile, composite pool finish products and hardscapes. As more
consumers create and enhance outdoor living areas and continue to invest in their outdoor environment, we believe we can
focus our resources to address such demand, while leveraging our existing pool and irrigation and landscape customer base.
We feel the development of our NPT network is a natural extension of our distribution model. In addition to our 21 standalone
NPT sales centers, we currently have over 100 SCP and Superior sales centers that feature consumer showrooms where
landscape and swimming pool contractors, as well as homeowners, can view and select pool components including pool tile,
decking materials and interior pool finishes in various styles and grades, and serve as stocking locations for our NPT branded
products. We also offer virtual tools for homeowners to select and design their pool and outdoor environments, working with
their chosen contractors to install these products. We believe our showrooms, local stocking of products and virtual support
provide us with a competitive advantage in these categories. Given the more discretionary nature of these products, this
business is more sensitive to external market factors compared to our business overall.
Economic Environment
Certain trends in the housing market, the availability of consumer credit and general economic conditions (as commonly
measured by Gross Domestic Product or GDP) affect our industry, particularly new pool and irrigation system starts as well as
the timing and extent of pool refurbishments, equipment replacement, landscaping projects and outdoor living space
renovations.
We believe that over the long term, single-family housing turnover and home value appreciation may correlate with demand for
new pool construction, with higher rates of home turnover and appreciation having a positive impact on new pool starts over
time. We also believe that homeowners’ access to consumer credit is a critical factor enabling the purchase of new swimming
pools and irrigation systems. Similar to other discretionary purchases, replacement and refurbishment activities are more
heavily impacted by economic factors such as consumer confidence, GDP and employment levels. Contractor labor availability
has also become an issue in recent years, limiting our customers’ ability to fully meet consumer construction and renovation
demand.
The market environment from June 2009, when the Great Recession ended, until 2020, when the COVID-19 pandemic-induced
recession began, was characterized by steady economic expansion, the cautious recovery of consumer spending, modest
housing recovery and low inflation. However, in terms of homeowners investing in their existing homes, discretionary
expenditures, including backyard renovations, have flourished over this time period with steady increases in home values and
lack of affordable new homes prompting homeowners to stay in their homes longer and upgrade their home environments,
including their backyards. Due to the COVID-19 pandemic in 2020, many families spent more time at home and sought out
opportunities to create or expand existing home-based outdoor living and entertainment spaces, which resulted in an increase in
new pool construction and greater expenditures for maintenance and remodeling products, despite the overall decline in
economic activity in the U.S. While we estimate that new pool construction increased from approximately 80,000 units in 2019
to approximately 100,000 units in 2020, construction levels are still down approximately 55% compared to peak historical
levels and down approximately 40% from what we consider normal levels. An average of approximately 170,000 new units per
year were built in the years leading up to the Great Recession. We expect that new pool and irrigation construction levels will
continue to grow incrementally, but we believe that consumer investments in outdoor living spaces beyond the swimming pool
will generate greater growth over the next several years.
Times of strong economic conditions in the United States enable further replacement, remodeling and new construction activity.
Although some constraints exist around residential construction activities, we believe that we are well positioned to take
advantage of both the market expansion and the inherent long-term growth opportunities in our industry. Additionally, recent
regulation passed by the U.S. Department of Energy mandates all new and replacement motors and pumps for swimming pools
must meet certain compliance regulations by July 2021. This mandate, coupled with additional product developments and
technological advancements, offers further growth opportunities over the next few years.
Considering the factors discussed above, we believe we will realize annual sales growth rates of approximately 6% to 8% over
the next five years.
3
Business Strategy and Growth
Our mission is to provide exceptional value to our customers and suppliers, creating exceptional return to our shareholders,
while providing exceptional opportunities to our employees. Our core strategies are as follows:
•
•
•
to promote the growth of our industry;
to promote the growth of our customers’ businesses; and
to continuously strive to operate more effectively.
We promote the growth of our industry through various advertising and promotional programs intended to raise consumer
awareness of the benefits and affordability of pool ownership, the ease of pool maintenance and the many ways in which a pool
and the surrounding spaces may be enjoyed beyond swimming. These programs include digital and media advertising,
industry-oriented website development such as www.swimmingpool.com®, www.hottubs.com® and www.nptpool.com®,
social media platforms and other digital marketing initiatives, including our NPT® Backyard mobile app. We use these
programs as tools to educate consumers and lead prospective pool owners to our customers.
We promote the growth of our customers’ businesses by offering comprehensive support programs that include promotional
tools and marketing support to help our customers generate increased sales. Our uniquely tailored programs include such
features as customer lead generation, personalized websites, brochures, direct mail, marketing campaigns and business
development training. As a customer service, we also provide certain retail store customers assistance with all aspects of their
business, including site selection, store layout and design, product merchandising, business management system
implementation, comprehensive product offering selections and efficient ordering and inventory management processes. In
addition to these programs, we feature consumer showrooms in over 100 of our sales centers and host our annual Retail Summit
to educate our customers about product offerings and the overall industry, although we did not host our annual Retail Summit in
January 2021 due to the COVID-19 pandemic. We also act as a day-to-day resource by offering product and market expertise
to serve our customers’ unique needs.
In addition to our efforts aimed at industry and customer growth, we strive to operate more effectively by continuously focusing
on improvements in our operations. We aim to create capacity with business to business development tools and execution to
ensure best-in-class service and value creation for our customers and suppliers. In particular, we have developed the Pool360
and Horizon 24/7 platforms that help our customers be more productive by allowing them to get pricing, check availability,
enter orders and make payments online while leveraging our customer service staff resources, particularly during peak business
periods. These tools not only offer real-time integration into our enterprise resource planning system, creating efficiencies in
our business processes as well, but they also provide our customers graphical catalog presentation in the same platform. We’ve
enhanced our BlueStreak mobile order processing, which enables our sales associates with wireless technology that puts them
next to the customer rather than behind the counter. Orders are processed faster, often eliminating the need for customers to get
out of their vehicles. We are also actively making improvements to our sales centers and warehouses, including improved
showroom layouts, sales center merchandising and velocity slotting. Velocity slotting uses technology to identify fast moving,
high velocity items, which are then color-coded and placed in an easily accessible location to create efficiencies for both our
employees and customers. In addition to these initiatives, we strive to expand our Pool Corporation-branded products and
exclusive brand offerings.
We have grown our distribution networks through new sales center openings, acquisitions and the expansion of existing sales
centers depending on our market presence and capacity. For additional information regarding our new sales center openings,
acquisitions and closures/consolidations, see Item 7, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” and Item 8, Note 2 of “Notes to Consolidated Financial Statements,” included in this Form 10-K.
We plan to continue to make strategic acquisitions and open new sales centers to further penetrate existing markets and expand
into both new geographic markets and new product categories. We believe that our high customer service levels and expanded
product offerings have enabled us to gain market share historically. Going forward, we expect to realize sales growth higher
than the industry average due to further increases in market share and continued expansion of our product offerings.
We estimate that price inflation has averaged 1% to 2% annually in our industry over the past ten years. We generally pass
industry price increases through our supply chain and may make strategic volume inventory purchases ahead of vendor price
increases in order to obtain favorable pricing. We estimate that annual price inflation in 2018 and 2020 was consistent with the
ten-year average. We estimate that annual price inflation in 2019 was approximately 2% above our historical range as we sold
through strategic inventory purchases from 2018. We believe that results in 2021 will be impacted by inflationary product cost
increases of approximately 2% to 3% (compared to our historical average of 1% to 2%).
4
Customers and Products
We serve roughly 120,000 customers. No single customer accounted for 10% or more of our sales in 2020. Most of our
customers are small, family-owned businesses with relatively limited capital resources. Most of these businesses provide labor
and technical services to the end consumer and operate as independent contractors and specialty retailers employing no more
than ten employees (in many cases, working alone or with a limited crew). These customers also buy from other distributors,
mass merchants, home stores and certain specialty and internet retailers.
We provide extended payment terms to qualified customers for sales under early buy programs. The extended terms usually
require payments in equal installments in April, May and June or May and June depending on geographic location. See Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates -
Allowance for Doubtful Accounts” for additional information.
We sell our products primarily to the following types of customers:
•
•
•
•
•
swimming pool remodelers and builders;
specialty retailers that sell swimming pool supplies;
swimming pool repair and service businesses;
irrigation construction and landscape maintenance contractors; and
commercial customers who service large commercial installations such as hotels, universities and community
recreational facilities.
We conduct our operations through 398 sales centers in North America, Europe and Australia. Our primary markets, with the
highest concentration of swimming pools, are California, Texas, Florida and Arizona, collectively representing approximately
54% of our 2020 net sales. In 2020, we generated approximately 94% of our sales in North America (including Canada and
Mexico), 5% in Europe and 1% in Australia. While we continue to expand both domestically and internationally, we expect
this geographic mix to be similar over the next few years. References to product line and product category data throughout this
Form 10-K generally reflect data related to the North American swimming pool market, as it is more readily available for
analysis and represents the largest component of our operations.
We use a combination of local and international sales and marketing personnel to promote the growth of our business and
develop and strengthen our customers’ businesses. Our sales and marketing personnel focus on developing customer programs
and promotional activities, creating and enhancing sales management tools and providing product and market expertise. Our
local sales personnel work from our sales centers and are charged with understanding and meeting our customers’ specific
needs.
We offer our customers more than 200,000 manufacturer and Pool Corporation-branded products. We believe that our
selection of pool equipment, supplies, chemicals, replacement parts, irrigation and related products and other pool construction
and recreational products is the most comprehensive in the industry. We sell the following types of products:
•
•
•
•
•
•
•
•
maintenance products, such as chemicals, supplies and pool accessories;
repair and replacement parts for pool equipment, such as cleaners, filters, heaters, pumps and lights;
fiberglass pools and hot tubs and packaged pool kits including walls, liners, braces and coping for in-ground and
above-ground pools;
pool equipment and components for new pool construction and the remodeling of existing pools;
irrigation and related products, including irrigation system components and professional lawn care equipment and
supplies;
building materials, such as concrete, plumbing and electrical components, both functional and decorative pool
surfaces, decking materials, tile, hardscapes and natural stone, used for pool installations and remodeling;
commercial products, including American Society of Material Engineers heaters, safety equipment and commercial
pumps and filters; and
other pool construction and recreational products, which consist of a number of product categories and include
discretionary recreational and related outdoor living products, such as hot tubs, grills and components for outdoor
kitchens, that enhance consumers’ use and enjoyment of outdoor living spaces.
We currently have over 600 product lines and approximately 50 product categories. Based on our 2020 product classifications,
sales for our pool and hot tub chemicals product category represented approximately 10% of total net sales for 2020 and 12% of
total net sales in 2019 and 2018. No other product categories accounted for 10% or more of total net sales in any of the last
three fiscal years.
5
We continue to identify new related product categories, and we typically introduce new categories each year in select
markets. We then evaluate the performance in these markets and focus on those product categories that we believe exhibit the
best long-term growth potential. We expect to realize continued sales growth for these types of product offerings by expanding
the number of locations that offer these products, increasing the number of products offered at certain locations and continuing
a modest broadening of these product offerings on a company-wide basis.
Recent regulation passed by the U.S. Department of Energy mandates all new and replacement motors and pumps sold for
swimming pools must meet certain compliance regulations by July 2021. We expect to see minimal impact from this change
until mid-way through the 2021 season. New product technology provides opportunities not only for improved energy
efficiency but also new enticements for leisure activities. Smart controls provide growth opportunities as most existing
swimming pools run on mechanical time clocks. Major equipment manufacturers have developed and will continue to develop
more retrofit kits that allow homeowners to interact with their pools or hot tubs through their smartphones. Robotic cleaners
offer consumers a more efficient option for maintaining their swimming pools. We see each of these developments as
significant growth opportunities. We offer a growing selection of energy-efficient and environmentally preferred products,
which supports sustainability and helps our customers save energy, water and money. Our green technology products include
variable speed pumps, LED pool and hot tub lights and high-efficiency heat pumps.
Over the last several years, we have increased our product offerings and service abilities related to commercial swimming
pools. We consider the commercial market to be a key growth opportunity as we focus more attention on providing products to
customers who service large commercial installations such as hotels, universities and community recreational facilities. While
we are leveraging our existing networks and relationships to grow this market, in 2017, we also acquired Lincoln Equipment,
Inc., a national distributor of equipment and supplies to commercial and institutional swimming pool customers. Sales to
commercial customers declined in 2020 due to COVID-19 related closures and the decline in both business and leisure travel.
We expect commercial sales to improve as COVID-19 pandemic conditions ease.
In 2020, the sale of maintenance and minor repair products (non-discretionary) accounted for almost 60% of our sales and gross
profits, while just over 40% of our sales and gross profits were derived from the refurbishment, replacement, construction and
installation (equipment, materials, plumbing, electrical, etc.) of swimming pools (partially discretionary). During the economic
downturn, which spanned from late 2006 to early 2010 and reached its low point in 2009, sales of maintenance and minor repair
products had increased to approximately 70% of our sales and gross profits due to the significant declines in new pool
construction and deferred remodeling and replacement activity. The current trend reflects a partial shift back toward a greater
percentage of our sales coming from major refurbishment and replacement products due to the recovery of these activities since
levels reached their historic low point in 2009.
Post-2009, we experienced product and customer mix changes, including a shift in consumer spending to some higher value,
lower margin products such as variable speed pumps and high efficiency heaters. In 2020, we experienced higher sales of
lower margin, big-ticket items, such as pool equipment and in-ground and above-ground pools. These products positively
contribute to our sales and gross profit growth but negatively impact our gross margin. We expect continued demand for these
products, but believe our efforts in various pricing and sourcing initiatives, including growth in our higher margin private label
and exclusive products (PLEX) and our expansion of building materials product offerings, have helped offset these gross
margin declines and will lead to somewhat flat or slightly lower gross margin trends over the next few years.
Operating Strategy
We distribute swimming pool supplies, equipment and related leisure products domestically through our SCP and Superior
networks and internationally through our SCP network. We adopted the strategy of operating two distinct distribution networks
within the U.S. swimming pool market primarily to offer our customers a choice of distinctive product selections, locations and
service personnel.
We distribute irrigation and related products through our Horizon network and tile, decking materials and interior pool finish
products through our NPT network, as well as through SCP and Superior networks. We evaluate our sales centers based on
their performance relative to predetermined standards that include both financial and operational measures. Our corporate
support groups provide our field operations with various services, such as developing and coordinating customer and vendor
related programs, human resources support, information systems support and expert resources to help them achieve their
goals. We believe our incentive programs and feedback tools, along with the competitive nature of our internal networks,
stimulate and enhance employee performance.
6
Distribution
Our sales centers are located within population centers near customer concentrations, typically in industrial, commercial or
mixed-use zones. Customers may pick up products at any sales center location, or we may deliver products to their premises or
job sites via our trucks or third-party carriers.
Our sales centers maintain well-stocked inventories to meet our customers’ immediate needs. We utilize warehouse
management technology to optimize receiving, inventory control, picking, packing and shipping functions. For additional
information regarding our inventory management, see Item 7, “Management’s Discussion and Analysis of Financial Condition
and Results of Operations - Critical Accounting Estimates - Inventory Obsolescence,” of this Form 10-K.
We also operate four centralized shipping locations (CSLs) in the United States that redistribute products we purchase in bulk
quantities to our sales centers or, in some cases, directly to customers. Our CSLs are regional locations that carry a wide range
of traditional swimming pool, irrigation and landscape products and related construction products.
Purchasing and Suppliers
We enjoy good relationships with our suppliers, who generally offer competitive pricing, return policies and promotional
allowances. It is customary in our industry for certain manufacturers to manage their shipments by offering seasonal terms to
qualifying purchasers such as Pool Corporation, which are referred to as early buy purchases. These early buy purchases
typically allow us to place orders in the fall at a modest discount, take delivery of product during the off-season months and pay
for these purchases in the spring or early summer.
Our preferred vendor program encourages our distribution networks to stock and sell products from a smaller number of
vendors offering the best overall terms and service to optimize profitability and shareholder return. We also work closely with
our vendors to develop programs and services to better meet the needs of our customers and to concentrate our inventory
investments. These practices, together with a more comprehensive service offering, have positively impacted our selling
margins and our returns on inventory investments. See Item 7, “Management’s Discussion and Analysis of Financial Condition
and Results of Operations - Critical Accounting Estimates - Vendor Programs,” for additional information.
We regularly evaluate supplier relationships and consider alternate sourcing to assure competitive cost, service and quality
standards. Our largest suppliers include Pentair plc, Hayward Pool Products, Inc. and Zodiac Pool Systems, Inc., which
accounted for approximately 20%, 10% and 9%, respectively, of the cost of products we sold in 2020.
Competition
We are the largest wholesale distributor of swimming pool and related backyard products (based on industry knowledge and
available data) and the only truly national wholesale distributor focused on the swimming pool industry in the United
States. We are also one of the leading distributors of irrigation and landscape products in the United States. We face intense
competition from many regional and local distributors in our markets and from one national wholesale distributor of landscape
supplies. We also face competition, both directly and indirectly, from mass market retailers (both store-based and internet) and
large pool supply retailers who primarily buy directly from manufacturers.
Some geographic markets we serve, particularly the four largest and higher pool density markets of California, Texas, Florida
and Arizona, have a greater concentration of competition than others. Barriers to entry in our industry are relatively low. We
believe that the principal competitive factors in swimming pool and irrigation and landscape supply distribution are:
•
•
•
•
•
•
the breadth and availability of products offered;
the quality and level of customer service, including ease of ordering and product delivery;
the breadth and depth of sales and marketing programs;
consistency and stability of business relationships with customers and suppliers;
competitive product pricing; and
geographic proximity to the customer.
We believe that we generally compete favorably with respect to each of these factors.
7
Seasonality and Weather
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 swimming pool use, pool and irrigation installation and remodeling and repair activities. Sales are
substantially lower during the first and fourth quarters. In 2020, we generated approximately 61% of our net sales and 76% 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 late spring and summer, primarily because extended terms offered by our suppliers are typically payable in April,
May and June, while our peak accounts receivable collections typically occur in June, July and August.
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.
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
Hot and dry
•
•
Possible Effects
Increased purchases of chemicals and supplies
for existing swimming pools
Increased purchases of above-ground pools and
irrigation and lawn care products
Unseasonably cool weather or extraordinary amounts
of rain
•
Fewer pool and irrigation and landscaping
installations
Unseasonably early warming trends in spring/late cooling
trends in fall
(primarily in the northern half of the U.S. and Canada)
Unseasonably late warming trends in spring/early cooling
trends in fall
(primarily in the northern half of the U.S. and Canada)
•
•
Decreased purchases of chemicals and supplies
Decreased purchases of impulse items such as
above-ground pools and accessories
•
A longer pool and landscape season, thus positively
impacting our sales
•
A shorter pool and landscape season, thus negatively
impacting our sales
For discussion regarding the effects seasonality and weather had on our results of operations in 2020 and 2019, see Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations - Seasonality and Quarterly
Fluctuations,” of this Form 10-K.
Government Regulations
Our business is subject to regulation under local fire codes and international, federal, state and local environmental and health
and safety requirements, including regulation by the Environmental Protection Agency, the Consumer Product Safety
Commission, the Department of Transportation, the Occupational Safety and Health Administration, the National Fire
Protection Agency and the International Maritime Organization. Most of these requirements govern the packaging, labeling,
handling, transportation, storage and sale of chemicals and fertilizers. We store certain types of chemicals and/or fertilizers at
each of our sales centers and the storage of these items is strictly regulated by local fire codes. In addition, we sell algaecides
and pest control products that are regulated as pesticides under the Federal Insecticide, Fungicide and Rodenticide Act and
various state pesticide laws. These laws primarily relate to labeling, annual registration and licensing.
8
Human Capital Management
We employed approximately 4,500 people at December 31, 2020. Given the seasonal nature of our business, our peak
employment period is the summer and, depending on expected sales levels, we add 200 to 500 employees to our work force to
meet seasonal demand. Approximately 90% of our employees are located in the U.S.
We believe that our success is a direct result of the contributions and commitment of our employees. We provide competitive
pay and benefits, as well as training and other resources to our employees. Our goal is to be an Employer of Choice through
focusing on the engagement, development, retention and health and well‑being of our employees. We have established a set of
standard operating procedures to optimize our human capital management function, including hiring and human resource
policies, training practices and operational instruction manuals. We focus on the following factors in implementing and
developing our human capital strategy:
•
•
•
•
employee health, safety and wellness;
employee growth and development;
diversity and inclusion; and
employee compensation and benefits.
Employee Health, Safety and Wellness
Our commitment to the health, safety and wellness of our employees ranks at the top of our core fundamental values. Our
ultimate goal is to send every employee home each night in the same condition in which they came to work that morning. We
aim to achieve zero serious injuries through continued investment in and focus on our core safety programs and injury-
reduction initiatives. This effort begins immediately with new employees and is reinforced each day through a focus on safety
awareness, risk identification and other essential safety protocols.
During the COVID-19 pandemic, we have taken a number of actions to protect the health and well-being of our employees and
to reward our employees for their contributions to our success. These actions include providing personal protective equipment,
expanding healthcare benefits and re-configuring working spaces and arrangements. We also made efforts to reward our
employees by extending paid leave and paying additional discretionary bonuses to our employees for their contributions.
Employee Growth and Development
We strive to be an Employer of Choice by investing in our employees. Our goal is to attract, develop and retain a talented team
of people inspired by our mission to provide exceptional value to our customers and suppliers and create exceptional return to
our shareholders, while providing exceptional opportunities for our employees. Our success depends on our employees
understanding how their work contributes to the company’s overall strategy. We use a variety of channels to facilitate open and
direct communication with our employees, including open forums with executives and employee experience surveys.
When our employees succeed, the company succeeds. To help our employees achieve success in their roles, we emphasize
continuous training and development opportunities. These include safety and security protocols, updates on new products and
service offerings and deployment of technologies. We also provide managerial training to mid-level managers and
departmental leaders. This coursework covers topics such as talent review, development of underperforming employees,
handling employee misconduct and coaching and success workshops.
We also provide an entry level program to prepare Manager Trainees (MITs) for sales and operations management
opportunities. Our MITs are hosted at either our state-of-the-art EDGEucation Center, located in Plano, TX or in a virtual
classroom. Our program includes lectures, projects and role play to provide MITs with industry knowledge, leadership skills
and the tools necessary to succeed within our organization.
Diversity and Inclusion
We are committed to fostering a diverse and inclusive workplace that represents the communities in which we work and live.
We believe that diversity drives innovation and delivers the best solutions to complex problems, and we are building a culture
where differences are welcomed and valued. To achieve this, we are committed to expanding the diversity of our workforce
through the hiring, retention and advancement of underrepresented populations. In addition, we support our existing employees
with training and development that helps create a more inclusive environment. Our recent initiatives include the establishment
of a diversity and inclusiveness team, expanding existing content in core employee development programs and improving our
efforts to recruit and hire first-class diverse talent.
9
Employee Compensation and Benefits
We strive to provide market-competitive pay, benefits and services to our employees. Our performance-based compensation
philosophy is based on rewarding each employee’s individual contributions regardless of gender, race or ethnicity. Our total
compensation package includes cash compensation (base salary and incentive or bonus payments), company contributions
toward additional benefits (such as health and disability plans), retirement plans with a company match and paid time off. We
also offer the opportunity to become a shareholder through equity grants for management and our employee stock purchase
plan.
Environmental, Social and Governance (ESG)
We are committed to sustainable business practices, which, for us, includes offering eco-friendly products to our customers,
closely monitoring our sourcing activities, providing a safe, inclusive work environment for our employees, and being good
stewards within the communities we serve. Currently, we are taking steps to trim our carbon footprint and to improve product
choices that allow our customers to reduce their environmental impact. Further, we are installing more energy-efficient systems
throughout our network and ensuring that our health and wellness programs include affordable, high quality benefits to improve
the lives of our employees. We are continually striving to ensure success in our business while protecting resources for future
generations. Our sustainability goals include the reduction of greenhouse gases and other harmful air emissions, water
conservation, energy conservation and carbon footprint minimization. We continue to improve the ways in which we handle,
distribute, transport and dispose of all products, particularly the chemicals and fertilizers that we sell.
We are dedicated to growing the swimming pool industry and have chosen charitable activities to support the swimming pool
environment, in addition to our support of other local organizations. We actively encourage our employees to volunteer and
engage with their communities through our stewardship committee and supporting charitable organizations. We believe these
endeavors will continue to create value for our customers, shareholders, employees, suppliers and communities.
Our employees, managers and officers conduct our business under the direction of our CEO and the oversight of our Board of
Directors (our Board) to enhance our long-term value for our stockholders. The core responsibility of our Board is to exercise
its fiduciary duty to act in the best interests of our company and our stockholders. In exercising this obligation, our Board and
committees perform a number of specific functions, including risk assessment, review and oversight. While management is
responsible for the day-to-day management of risk, our Board is responsible for oversight of our risk management programs,
ensuring that an appropriate culture of risk management exists within the company, and assisting management in addressing
specific risks, such as strategic risks, financial risks, regulatory risks and operational risks.
Intellectual Property
We maintain both domestic and foreign registered trademarks and patents, primarily for our Pool Corporation and Pool Systems
Pty. Ltd. (PSL) branded products that are important to our current and future business operations. We also own rights to
numerous internet domain names.
Geographic Areas
The table below presents net sales by geographic region, with international sales translated into U.S. dollars at prevailing
exchange rates, for the past three fiscal years (in thousands):
United States
International
$
$
Year Ended December 31,
2019
2,911,772
287,745
3,199,517
2020
3,579,990
356,633
3,936,623
$
$
$
$
2018
2,720,077
278,020
2,998,097
10
The table below presents net property and equipment by geographic region, with international property and equipment balances
translated into U.S. dollars at prevailing exchange rates, for the past three fiscal year ends (in thousands):
United States
International
2020
December 31,
2019
$
$
100,857
7,384
108,241
$
$
105,170
7,076
112,246
$
$
2018
100,905
6,059
106,964
Website Access and Available Information
Our website is www.poolcorp.com. The information on our website is not a part of this document.
Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge
on our website at www.poolcorp.com as soon as reasonably practicable after we electronically file such reports with, or furnish
them to, the Securities and Exchange Commission (SEC).
11
Item 1A. Risk Factors
Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act
of 1995
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, future dividend payments, share repurchases 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,” “intend,” “believe,” “will
likely result,” “outlook,” “project,” “may,” “can,” “plan,” “target,” “potential,” “should” and other words and expressions of
similar meaning.
No assurance can be given that the expected results in any forward-looking statement will be achieved, and actual results may
differ materially due to one or more factors. For these statements, we claim the protection of the safe harbor for forward-
looking statements contained in the Private Securities Litigation Reform Act.
Risk Factors
Certain factors that may affect our business and could cause actual results to differ materially from those expressed in any
forward-looking statement are described below. Investors should carefully consider the risks described below in addition to the
other information set forth in this Annual Report on Form 10-K. The risks discussed below are not the only risks we face.
Other risks or uncertainties not presently known to us, or that we currently believe are immaterial, may materially affect our
business if they occur. Moreover, new risks emerge from time to time. Further, our business may also be affected by additional
factors that generally apply to all companies operating in the U.S. and globally, which have not been included.
Risks Relating to Macroeconomic Conditions
The demand for our swimming pool, irrigation, landscape and related outdoor living products may be adversely affected
by unfavorable economic conditions.
Consumer discretionary spending affects our sales and is impacted by factors outside of our control, including general
economic conditions, the residential housing market, unemployment rates and wage levels, interest rate fluctuations, inflation,
disposable income levels, consumer confidence and access to credit. In economic downturns, the demand for swimming pool,
irrigation, landscape and related outdoor living products may decline, often corresponding with declines in discretionary
consumer spending, the growth rate of pool eligible households and swimming pool construction. Maintenance and repair
products and certain replacement and refurbishment products are required to maintain existing swimming pools, and each
currently accounts for approximately 60% and 25% of net sales related to our swimming pool business; however, the growth in
this portion of our business depends on the expansion of the installed pool base and could also be adversely affected by
decreases in construction activities, similar to the trends between late 2006 and early 2010. A weak economy may also cause
consumers to defer discretionary replacement and refurbishment activity. Even in generally favorable economic conditions,
severe and/or prolonged downturns in the housing market could have a material adverse impact on our financial performance.
Such downturns expose us to certain additional risks, including but not limited to the risk of customer closures or bankruptcies,
which could shrink our potential customer base and inhibit our ability to collect on those customers’ receivables.
We believe that homeowners’ access to consumer credit is a critical factor enabling the purchase of new pools, irrigation
systems and outdoor living products. Between late 2006 and early 2010, the unfavorable economic conditions and downturn in
the housing market resulted in significant tightening of credit markets, which limited the ability of consumers to access
financing for new swimming pools and irrigation systems. Although we have seen improvement since 2010, tightening
consumer credit could prevent consumers from obtaining financing for pool, irrigation and related outdoor projects, which
could negatively impact our sales of construction-related products.
12
The COVID-19 pandemic and associated responses could adversely impact our business and results of operations.
The COVID-19 pandemic has significantly impacted economic activity and markets throughout the world.
In response,
governmental authorities have imposed, and others in the future may impose, stay-at-home orders, shelter-in-place orders,
quarantines, executive orders and similar government orders and restrictions to control the spread of COVID-19. Such orders
or restrictions have resulted in temporary store closures, limitation of store hours, limitations on the number of people in stores
or in warehouses, enhanced requirements on sanitation, social distancing practices and travel restrictions, among other effects.
In almost all of our markets, we are designated as an essential business under the relevant state and local regulations and have
been allowed to remain open; however, if this changes, it could adversely impact our financial condition and operating results.
Our sales in March and April 2020 were adversely impacted by the COVID-19 pandemic, and in the first quarter of 2020, we
recorded impairment charges of $6.9 million related to the pandemic. For additional information, see Note 3 of our “Notes to
Consolidated Financial Statements,” included in Item 8 of this Form 10-K. During 2020, there were declines followed by
resurgences of COVID-19 cases throughout the U.S., and cases generally rose during the fourth quarter. In December 2020, the
first COVID-19 vaccines were approved for use in the U.S., and the early stages of distribution of the vaccine are in process as
of the date of this report. Recently, variants of the virus that causes COVID-19 have been identified in the U.S. and elsewhere,
and information about them is rapidly emerging, including how easily they might spread, whether they could cause more severe
illness, and whether currently authorized vaccines will protect against them. Accordingly, COVID-19 may have negative
impacts on our business in the future, and any future adverse impacts on our business may be worse than we anticipate.
Impacts from the COVID-19 pandemic, coupled with heightened demand, could also adversely impact our supply chain,
making it difficult to source and receive products needed to keep our customers adequately supplied. The ultimate impact will
depend on the severity and duration of the COVID-19 pandemic and any future resurgences and actions taken by governmental
authorities and other third parties in response, including the distribution and acceptance of vaccines, each of which is uncertain,
rapidly changing and difficult to predict. In addition, our recent growth rates driven by home-centric trends influenced by the
COVID-19 pandemic may not be sustainable and may not be indicative of future growth rates.
Risks Relating to Our Business and Industry
We are susceptible to adverse weather conditions.
Given the nature of our business, weather is one of the principal external factors affecting our business and the effect of
seasonality has a significant impact on our results. In 2020, we generated approximately 61% of our net sales and 76% of our
operating income in the second and third quarters of the year. These quarters represent the peak months of swimming pool use,
pool and irrigation installation and remodeling and repair activities. Unseasonably late warming trends in the spring or early
cooling trends in the fall can shorten the length of the pool season. Also, unseasonably cool weather or extraordinary rainfall
during the peak season can have an adverse impact on demand due to decreased swimming pool use, installation and
maintenance, as well as decreased irrigation installations. While warmer weather conditions favorably impact our sales, global
warming trends and other significant climate changes can create more variability in the short term or lead to other unfavorable
weather conditions that could adversely impact our sales or operations. Drought conditions or water management initiatives
may lead to municipal ordinances related to water use restrictions. Such restrictions could result in decreased pool and
irrigation system installations which could negatively impact our sales.
Certain extreme weather events, such as hurricanes, tropical storms and wildfires may impact our ability to deliver our services
or cause damage to our facilities. As a consequence of these or other catastrophic or uncharacteristic events, we may
experience interruption to our operations, increased costs or losses of property, equipment or inventory, which would adversely
affect our revenue and profitability.
For a discussion regarding seasonality and weather, see Item 7, “Management’s Discussion and Analysis of Financial Condition
and Results of Operations - Seasonality and Quarterly Fluctuations,” of this Form 10-K.
Our distribution business is highly dependent on our ability to maintain favorable relationships with suppliers.
As a distribution company, maintaining favorable relationships with our suppliers is critical to our success. We believe that we
add considerable value to the swimming pool and irrigation supply chains by purchasing products from a large number of
manufacturers and distributing the products to a highly fragmented customer base on conditions that are more favorable than
these customers could obtain on their own. We believe that we currently enjoy good relationships with our suppliers, who
generally offer us competitive pricing, return policies and promotional allowances. However, any failure to maintain favorable
relationships with our suppliers could have an adverse effect on our business.
13
Our largest suppliers are Pentair plc, Hayward Pool Products, Inc. and Zodiac Pool Systems, Inc., which accounted for
approximately 20%, 10% and 9%, respectively, of the costs of products we sold in 2020. A decision by our largest suppliers,
acting individually or in concert, to sell their products directly to retailers or other end users of their products, bypassing
distribution companies like ours, would have an adverse effect on our business. Additionally, if our suppliers experience
difficulties or disruptions in their operations (including due to the COVID-19 pandemic) or if we lose a single significant
supplier due to financial failure or a decision to sell exclusively to retailers or end-use consumers, we may experience increased
supply costs or may experience delays in establishing replacement supply sources that meet our quality and control standards
and may lose revenue.
We depend on a global network of suppliers to source our products, including our own branded products and products we
have exclusive distribution rights to. Product quality, warranty claims or safety concerns could negatively impact our sales
and expose us to litigation.
We rely on manufacturers and other suppliers to provide us with the products we distribute. As we increase the number of Pool
Corporation and Pool Systems Pty. Ltd. branded products we distribute, our exposure to potential liability claims may increase.
Product and service quality issues could negatively impact customer confidence in our brands and our business. If our product
and service offerings do not meet applicable safety standards or our customers’ expectations regarding safety or quality, we
could experience lost sales and increased costs and be exposed to legal, financial and reputational risks, as well as governmental
enforcement actions. Actual, potential or perceived product safety concerns, including health-related concerns, could damage
our reputation and expose us to litigation, as well as government enforcement actions, and result in costly product recalls and
other liabilities.
We face intense competition both from within our industry and from other leisure product alternatives.
Within our industry, we directly compete against various regional and local distributors as they compete against our customers
for the business of pool owners and other end-use customers. We indirectly compete against mass market retailers and large
pool or irrigation supply retailers as they purchase the great majority of their needs directly from manufacturers, and to a lesser
extent with internet retailers, as they purchase the majority of their needs from distributors. Outside of our industry, we
compete indirectly with alternative suppliers of big ticket consumer discretionary products, such as boat and motor home
distributors, and with other companies who rely on discretionary homeowner expenditures, such as home remodelers.
New competitors may emerge as there are low barriers to entry in our industry, which has led to highly competitive markets
consisting of various-sized entities, ranging from small or local operators to large regional businesses. Given the density and
demand for pool products, some geographic markets that we serve also tend to have a higher concentration of competitors than
others, particularly California, Texas, Florida and Arizona. These states encompass our four largest markets and represented
approximately 54% of our net sales in 2020.
More aggressive competition by store- and internet-based mass merchants and large pool or irrigation supply retailers could
adversely affect our sales.
Mass market retailers today carry a limited range of, and devote a limited amount of shelf space to, merchandise and products
targeted to our industry. Historically, mass market retailers have generally expanded by adding new stores and product breadth,
but their product offering of pool and irrigation related products has remained relatively constant. Should store‑ and internet-
based mass market retailers increase their focus on the pool or irrigation industries, or increase the breadth of their pool and
irrigation and related product offerings, they may become a more significant competitor for our direct customers and end-
use consumers, which could have an adverse impact on our business. We may face additional competitive pressures if large
pool or irrigation supply retailers look to expand their customer base to compete more directly within the distribution channel.
We depend on our ability to attract, develop and retain highly qualified personnel.
We consider our employees to be the foundation for our growth and success. As such, our future success depends in large part
on our ability to attract, retain and motivate qualified personnel. This includes succession planning related to our executive
officers and key management personnel. If we are unable to attract and retain key personnel, our operating results could be
adversely affected.
Given the seasonal nature of our business, we may hire additional employees during the summer months, including seasonal
and part-time employees, who generally are not employed during the off-season. If we are unable to attract and hire additional
personnel during the peak season, our operating results could be negatively impacted.
14
Past growth may not be indicative of future growth.
Historically, we have experienced substantial sales growth through organic market share gains, new sales center openings and
acquisitions that have increased our size, scope and geographic distribution. Our various business strategies and initiatives,
including our growth initiatives, are subject to business, economic and competitive uncertainties and contingencies, many of
which are beyond our control. While we contemplate continued growth through internal expansion and acquisitions, no
assurance can be made as to our ability to:
penetrate new markets;
generate sufficient cash flows to support expansion plans and general operating activities;
obtain financing;
identify appropriate acquisition candidates and successfully integrate acquired businesses;
•
•
•
•
• maintain favorable supplier arrangements and relationships; and
•
identify and divest assets which do not continue to create value consistent with our objectives.
If we do not manage these potential difficulties successfully, our operating results could be adversely affected.
Our results in 2020 were positively impacted by home-centric trends resulting from the COVID-19 pandemic. These trends
may not continue, or may reverse, which could adversely impact our results of operations. In addition, in recent years our
customers have had difficulty employing a sufficient number of qualified individuals to keep up with the demand for pool
maintenance, refurbishment and installation. If this trend continues or accelerates, our results of operations could be negatively
impacted.
We are subject to inventory management risks. Insufficient inventory may result in lost sales opportunities or delayed
revenue, while excess inventory may negatively impact our gross margin.
We balance the need to maintain inventory levels that are sufficient to ensure competitive lead times against the risk of
inventory obsolescence due to changing customer or consumer requirements and fluctuating commodity prices. In order to
successfully manage our inventories, we must estimate demand from our customers and purchase products that substantially
correspond to consumer demand. If we overestimate demand and purchase too much of a particular product, we face a risk that
the price of that product will fall, leaving us with inventory that we cannot sell at normal profit margins. In addition, we may
have to write down such inventory if we are unable to sell it for its recorded value. If we underestimate demand and purchase
insufficient quantities of products, inventory shortages could result in delayed revenue or loss of sales opportunities altogether
as potential customers turn to competitors’ products that are readily available. If we maintain insufficient inventory levels and
prices rise for these products, we could be forced to purchase products at higher prices and forego profitability in order to meet
customer demand. Our business, financial condition and results of operations could be negatively impacted if either or both of
these situations occur frequently or in large volumes.
The cost of chemical products could increase our cost of sales and adversely affect our results of operations and financial
condition.
Based on our 2020 product classifications, sales for our pool and hot tub chemicals product category represented approximately
10% of total net sales for 2020 and 12% of total net sales in 2019 and 2018. Our principal chemical products are granular
chlorine compounds and liquid chlorine, which are commodity materials. The prices of these chemical products are a function
of, among other things, manufacturing capacity and demand. We have generally passed through chlorine price increases to our
customers. The price of granular chlorine compounds and liquid chlorine may increase in the future, and we may not be able to
pass on any such increase to our customers. We purchase chlorine products primarily from the largest domestic suppliers. The
alternate sources of supply we currently view as reliable may ultimately be unable to supply us with all of our principal
chemical products, including chlorine products. Additionally, significant price fluctuations or shortages in our principal
chemical products may increase our cost of sales, and our results of operations and financial condition could be adversely
affected.
15
Risks Relating to Legal, Regulatory and Compliance Matters
The nature of our business subjects us to compliance with employment, environmental, health, transportation, safety and
other governmental regulations. Our costs of doing business could increase as a result of changes in, expanded
enforcement of, or adoption of new federal, state or local laws and regulations.
We are subject to regulation under federal, state, local and international employment, environmental, health, transportation and
safety requirements, which govern such things as packaging, labeling, handling, transportation, storage and sale of chemicals
and fertilizers. These laws and regulations, and related interpretations and enforcement activity, may change as a result of a
variety of factors, including political, economic or social events. Changes in, expanded enforcement of, or adoption of new
federal, state or local laws and regulations governing minimum wage or living wage requirements, the classification of exempt
and non-exempt employees or other wage, labor or workplace regulations could increase our costs of doing business and
adversely impact our results of operations.
We sell algaecides and pest control products that are regulated as pesticides under the Federal Insecticide, Fungicide and
Rodenticide Act and various state pesticide laws. These laws primarily relate to labeling, annual registration and licensing.
Management has processes in place to facilitate and support our compliance with these requirements. However, failure to
comply with these laws and regulations may result in investigations, the assessment of administrative, civil and criminal fines,
damages, seizures, disgorgements, penalties or the imposition of injunctive relief. Moreover, compliance with such laws and
regulations in the future could prove to be costly. Although we presently do not expect to incur any capital or other
expenditures relating to regulatory matters in amounts that may be material to us, we may be required to make such
expenditures in the future. These laws and regulations have changed substantially and rapidly over the last 25 years and we
anticipate that there will be continuing changes.
The clear trend in environmental, health, transportation and safety regulations is to place more restrictions and limitations on
Increasingly, strict restrictions and
activities that impact the environment, such as the use and handling of chemicals.
limitations have resulted in higher operating costs for us and it is possible that the costs of compliance with such laws and
regulations will continue to increase. Our attempts to anticipate future regulatory requirements that might be imposed and our
plans to remain in compliance with changing regulations and to minimize the costs of such compliance may not be as effective
as we anticipate.
We store chemicals, fertilizers and other combustible materials that involve fire, safety and casualty risks.
We store chemicals and fertilizers, including certain combustibles and oxidizing compounds, at our sales centers. A fire,
explosion or flood affecting one of our facilities could give rise to fire, safety and casualty losses and related liability claims.
We maintain what we believe is prudent insurance protection. However, we cannot guarantee that our insurance coverage will
be adequate to cover future claims that may arise or that we will be able to maintain adequate insurance in the future at rates we
consider reasonable. Successful claims for which we are not fully insured may adversely affect our working capital and
In addition, changes in the insurance industry have generally led to higher insurance costs and decreased
profitability.
availability of coverage.
We conduct business internationally, which exposes us to additional risks.
Our ability to successfully conduct operations in, and source products and materials from, international markets is affected by
many of the same risks we face in our U.S. operations, as well as unique costs and difficulties of managing international
operations. Our international operations, which accounted for 9% of our total net sales in 2020, expose us to certain additional
risks, including:
•
•
•
•
•
•
difficulty in staffing international subsidiary operations;
different political economic and regulatory conditions;
local laws and customs;
currency fluctuations;
adverse tax consequences; and
dependence on other economies.
For foreign-sourced products, we may be subject to certain trade restrictions that would prevent us from obtaining products.
There is also a greater risk that we may not be able to access products in a timely and efficient manner. Fluctuations in other
factors relating to international trade, such as tariffs, transportation costs and inflation are additional risks for our international
operations.
16
Changes in tax laws and accounting standards related to tax matters have caused, and may in the future cause, fluctuations
in our effective tax rate.
Taxation and tax policy changes, tax rate changes, new tax laws, revised tax law interpretations and changes in accounting
standards and guidance related to tax matters may cause fluctuations in or adversely affect our effective tax rate. Our effective
tax rate may also be impacted by changes in the geographic mix of our earnings.
In the first quarter of 2017, we adopted Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based
Payment Accounting, on a prospective basis. Our projections of financial statement impacts related to ASU 2016-09 are subject
to several assumptions which can vary significantly, including our estimated share price and the period that our employees will
exercise vested stock options. Excess tax benefits or deficiencies recognized under ASU 2016-09 vary from quarter to quarter
and past results may not be indicative of future results.
Risks Relating to Technology, Cybersecurity and Data Privacy
We rely on information technology systems to support our business operations. A significant disturbance or breach of our
technological infrastructure could adversely affect our financial condition and results of operations. Additionally, failure to
maintain the security of confidential information could damage our reputation and expose us to litigation.
Information technology supports several aspects of our business, including among others, product sourcing, pricing, customer
service, transaction processing, financial reporting, collections and cost management. Our ability to operate effectively on a
day-to-day basis and accurately report our results depends on a solid technological infrastructure, which is inherently
susceptible to internal and external threats. We are vulnerable to interruption by fire, natural disaster, power loss,
telecommunication failures, internet failures, security breaches and other catastrophic events. Exposure to various types of
cyber-attacks such as malware, computer viruses, worms or other malicious acts, as well as human error, could also potentially
disrupt our operations or result in a significant interruption in the delivery of our goods and services.
We are making, and expect to continue to make, investments in technology to maintain and update our computer systems.
Implementing significant system changes increases the risk of computer system disruption. The potential problems and
interruptions associated with implementing technology initiatives, as well as providing training and support for those initiatives,
could disrupt or reduce our operational efficiency. Advances in computer and software capabilities, encryption technology and
other discoveries increase the complexity of our technological environment, including how each interact with our various
software platforms. Such advances could delay or hinder our ability to process transactions or could compromise the integrity
of our data, resulting in a material adverse impact on our financial condition and results of operations. We also may experience
occasional system interruptions and delays that make our information systems unavailable or slow to respond, including the
interaction of our information systems with those of third parties. A lack of sophistication or reliability of our information
systems could adversely impact our operations and customer service and could require major repairs or replacements, resulting
in significant costs and foregone revenue.
The European Union and other international regulators, as well as state governments, have recently enacted or enhanced data
privacy regulations, such as the California Consumer Privacy Act, and other governments are considering establishing similar
or stronger protections. These regulations impose certain obligations for handling specified personal information in our
systems and for apprising individuals of the information we have collected about them. Despite our best efforts to comply, any
noncompliance could result in incurring potential substantial penalties and reputational damage.
Our numerous procedures and protocols designed to mitigate cybersecurity risks (including processes to timely notify
appropriate personnel for assessment and resolution and company-wide training programs), our investments in information
technology security and our updates to our business continuity plan may not prevent or effectively mitigate adverse
consequences from cybersecurity risks. The failure to maintain security over and prevent unauthorized access to our data, our
customers’ personal information, including credit card information, or data belonging to our suppliers, could put us at a
competitive disadvantage. Such a breach could result in damage to our reputation and subject us to potential litigation, liability,
fines and penalties, resulting in a possible material adverse impact on our financial condition and results of operations.
17
General Risk Factors
We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is determined.
Borrowings under our unsecured syndicated senior credit facility, term facility, accounts receivable securitization facility and
our derivatives instruments are indexed to the London Inter-bank Offering Rate (“LIBOR”). In July 2017, the Financial
Conduct Authority (the regulatory authority over LIBOR) stated they will plan for a phase out of regulatory oversight of
LIBOR after 2021 to allow for an orderly transition to an alternative reference rate. On November 30, 2020, ICE Benchmark
Administration, the administrator of LIBOR, with the support of the United States Federal Reserve and the United Kingdom’s
Financial Conduct Authority, announced plans to consult on ceasing publication of USD LIBOR on December 31, 2021 for
only the one week and two month USD LIBOR tenors and on June 30, 2023 for all other USD LIBOR tenors. While this
announcement extends the transition period to June 2023, the United States Federal Reserve concurrently issued a statement
advising banks to stop new USD LIBOR issuances by the end of 2021. The full impact of the transition away from LIBOR,
including the discontinuance of LIBOR publication and the adoption of a replacement rate for LIBOR, remains unclear. These
changes may have an adverse impact on our financing costs and any floating rate indebtedness we may incur.
Disruptions from natural or man-made disasters or extreme weather, public safety issues, geopolitical events and security
issues, labor or trade disputes and similar events could have a material adverse effect on our business.
Natural or man-made disasters or extreme weather (including as a result of climate change), public safety issues, geopolitical
events and security issues (including terrorist attacks, armed hostilities or insurrections), labor or trade disputes and similar
events can lead to uncertainty and have a negative impact on demand for our products, in addition to causing disruptions to our
supply chain. Discretionary spending is generally adversely affected during times of economic, social or political uncertainty.
The potential for natural or man-made disasters or extreme weather, geopolitical events and security issues, labor or trade
disputes and similar events could create these types of uncertainties and negatively impact our business in ways that cannot
presently be predicted.
Item 1B. Unresolved Staff Comments
None.
18
Item 2. Properties
We lease the Pool Corporation corporate offices, which consist of approximately 60,000 square feet of office space in
Covington, Louisiana, from an entity in which we have a 50% ownership interest. We own five sales center facilities in
Florida, two in Texas, one in Alabama, one in California, one in Georgia and one in Tennessee. We lease all of our other
properties and the majority of our leases have three to seven year terms. As of December 31, 2020, we had twenty leases with
remaining terms longer than seven years that expire between 2028 and 2035.
Most of our leases contain renewal options, some of which involve rent increases. In addition to minimum rental payments,
which are set at competitive rates, certain leases require reimbursement for taxes, maintenance and insurance.
Our sales centers range in size from approximately 2,000 square feet to 70,000 square feet and generally consist of warehouse,
counter, display and office space. Our centralized shipping locations (CSLs) range in size from approximately 103,000 square
feet to 185,000 square feet.
We believe that our facilities are well maintained, suitable for our business and occupy sufficient space to meet our operating
needs. As part of our normal business, we regularly evaluate sales center performance and site suitability and may relocate a
sales center or consolidate two locations if a sales center is redundant in a market, underperforming or otherwise deemed
unsuitable. We do not believe that any single lease is material to our operations.
The table below summarizes the changes in our sales centers during the year ended December 31, 2020:
Network
SCP
Superior
Horizon
NPT (2)
Total Domestic
SCP International
Total
12/31/19
176
72
67
17
332
41
373
New
Locations
2
1
—
—
3
—
3
Closed/
Consolidated
Locations (1)
(1)
—
(1)
—
(2)
(1)
(3)
Acquired
Locations
9
—
10
4
23
2
25
12/31/20
186
73
76
21
356
42
398
(1)
Consolidated sales centers are those locations where we expect to transfer the majority of the existing business to our
(2)
nearby sales center locations.
In addition to the stand-alone NPT sales centers, there are over 100 SCP and Superior locations that have consumer
showrooms and serve as stocking locations that feature NPT brand tile and composite finish products.
19
The table below identifies the number of sales centers in each state, territory or country by distribution network as of December 31, 2020:
Location
United States
California
Florida
Texas
Arizona
Georgia
Nevada
New York
Tennessee
New Jersey
North Carolina
Pennsylvania
Virginia
Washington
Alabama
Indiana
Louisiana
Oregon
Illinois
Missouri
Ohio
Oklahoma
South Carolina
Arkansas
Colorado
Idaho
Connecticut
Kansas
Massachusetts
Michigan
Minnesota
Mississippi
Hawaii
Iowa
Kentucky
Maryland
Nebraska
New Mexico
Puerto Rico
Utah
Wisconsin
Total United States
International
Canada
France
Australia
Mexico
Portugal
Spain
Belgium
Croatia
Germany
Italy
United Kingdom
Total International
Total
SCP
Superior
Horizon
NPT
Total
28
37
26
7
7
2
9
5
5
4
5
3
1
4
2
5
1
3
3
2
2
3
3
—
1
2
2
2
2
1
2
1
1
—
1
1
1
1
1
—
186
16
7
6
4
2
2
1
1
1
1
1
42
228
25
5
5
8
2
3
—
3
2
2
1
1
—
2
3
—
—
1
1
2
1
1
—
2
—
—
—
—
—
1
—
—
—
1
—
—
—
—
—
1
73
—
—
—
—
—
—
—
—
—
—
—
—
73
20
17
13
16
9
1
3
—
—
—
1
—
3
6
—
—
—
4
—
—
—
—
—
—
1
2
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
76
—
—
—
—
—
—
—
—
—
—
—
—
76
6
1
8
2
1
1
—
—
—
—
1
—
—
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
21
—
—
—
—
—
—
—
—
—
—
—
—
21
76
56
55
26
11
9
9
8
7
7
7
7
7
6
5
5
5
4
4
4
4
4
3
3
3
2
2
2
2
2
2
1
1
1
1
1
1
1
1
1
356
16
7
6
4
2
2
1
1
1
1
1
42
398
Item 3. Legal Proceedings
From time to time, we are subject to various claims and litigation arising in the ordinary course of business, including product
liability, personal injury, commercial, contract and employment matters. While the outcome of any litigation is inherently
unpredictable, based on currently available facts, we do not believe that the ultimate resolution of any of these matters will have
a material adverse impact on our financial condition, results of operations or cash flows.
Item 4. Mine Safety Disclosures
Not applicable.
21
PART II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Our common stock is traded on the Nasdaq Global Select Market under the trading symbol “POOL.” On February 19, 2021,
there were approximately 481 holders of record of our common stock.
We initiated quarterly dividend payments to our shareholders in the second quarter of 2004 and we have continued payments in
each subsequent quarter. Our Board has increased the dividend amount fifteen times, including in the fourth quarter of 2004,
annually in the second quarters of 2005 through 2008 and in the second quarters of 2011 through 2020. Our Board may declare
future dividends at their discretion, after considering various factors, including our earnings, capital requirements, financial
position, contractual restrictions and other relevant business considerations. For a description of restrictions on dividends in our
Credit Facility, Term Facility and Receivables Facility, see Note 5 of “Notes to Consolidated Financial Statements,” included in
Item 8 of this Form 10-K. We cannot assure shareholders or potential investors that dividends will be declared or paid any time
in the future if our Board determines that there is a better use of our funds.
Stock Performance Graph
The information included under the caption “Stock Performance Graph” in this Item 5 of this Annual Report on Form 10-K is
not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities
Exchange Act of 1934 (the 1934 Act) or to the liabilities of Section 18 of the 1934 Act, and will not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933 or the 1934 Act, except to the extent we specifically
incorporate it by reference into such a filing.
The following graph compares the total shareholder return on our common stock for the last five fiscal years with the total
return on the S&P 500 Index, S&P MidCap 400 Index and the Nasdaq Index for the same period, in each case assuming the
investment of $100 on December 31, 2015 and the reinvestment of all dividends. Our common stock was added to the S&P
500 Index in October 2020. We believe the S&P 500 Index includes companies with market capitalization comparable to ours.
Additionally, we chose the S&P 500 Index for comparison, as opposed to an industry index, because we do not believe that we
can reasonably identify a peer group or a published industry or line-of-business index that contains companies in a similar line
of business. Consistent with our prior year presentation, we have also included the S&P MidCap 400 Index.
22
Company / Index
Pool Corporation
S&P 500 Index
S&P MidCap 400 Index
Nasdaq Index
Base
Period
12/31/15
$ 100.00
100.00
100.00
100.00
12/31/16
$ 130.87
111.96
120.74
108.87
Indexed Returns
Years Ending
12/31/18
$ 190.89
130.42
124.80
137.12
12/31/17
$ 164.60
136.40
140.35
141.13
12/31/19
$ 275.84
171.49
157.49
187.44
12/31/20
$ 488.12
203.04
179.00
271.64
Purchases of Equity Securities
The table below summarizes the repurchases of our common stock in the fourth quarter of 2020:
Period
October 1 – October 31, 2020
November 1 – November 30, 2020
December 1 – December 31, 2020
Total
Total Number
of Shares
Purchased (1)
Average
Price
Paid per
Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plan
Maximum Approximate
Dollar Value of Shares
That May Yet be Purchased
Under the Plan (2)
17 $
349.83
— $
— $
—
—
17 $
349.83
— $
— $
— $
—
176,910,333
176,910,333
176,910,333
(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 17 shares surrendered for this purpose in the fourth quarter of 2020.
(2)
As of February 19, 2021, our total authorization remaining was $172.0 million.
Item 6. Selected Financial Data
Not applicable.
23
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
For a discussion of our base business calculations, see the RESULTS OF OPERATIONS section below.
2020 FINANCIAL OVERVIEW
Impact of the COVID-19 Pandemic
On March 11, 2020, the World Health Organization declared the novel coronavirus disease (COVID-19) a pandemic, and on
March 13, 2020, the United States declared a national emergency. States and cities have taken various measures in response to
COVID-19, including mandating the closure of certain businesses and encouraging or requiring citizens to avoid large
gatherings. Most of our North American operations are and have been continuously open for business as we are designated as
an essential business in almost all of our markets. Our operations in Europe closed for a short period during the first half of
2020 in France, Spain and Italy, in order to comply with local authorities’ orders. Our products are used to maintain and protect
outdoor commercial, residential and municipal environments through chemically-balanced, virus and bacteria-free swimming
pool water. We also supply products used in the prevention of runoff, flood, fire and other natural disasters. These products are
essential to the health and safety of the general public. As a result, our supply chain generally remains intact, with our
customers continuing to meet end-user needs.
The health, safety and security of our employees has been, and remains, one of our highest priorities. We have adapted our
operations and implemented a number of measures to facilitate a safer sales center environment for both our customers and
employees, which includes following best practices and guidelines from the Centers for Disease Control and Prevention (CDC).
We implemented enhanced hygiene and sanitation practices at our sales centers and at our corporate offices. In limited
instances, we have had to close facilities in whole or in part as a result of government regulations, as well as positive or
presumed positive results from COVID-19 testing. The direct impact of any closures did not have a material impact on our
operations.
Beginning in the middle of March 2020, when stay-at-home orders related to the COVID-19 pandemic were initially issued, we
experienced sales declines across most markets. However, as stay-at-home restrictions eased in late April through early May,
our business not only rebounded, but accelerated. We experienced unprecedented demand as families spent more time at home
and sought out opportunities to create or expand existing home-based outdoor living and entertainment spaces, resulting in
broad sales gains across nearly all of our product categories and geographies. While the short-term impact of this trend has had
a positive impact on our business, it is unclear what the long-term impact will be. In addition, governmental restrictions have
had a material impact on some of our customers, limiting their ability to operate in certain geographies from mid-March into
mid-May. While these restrictions were lifted, new stay-at-home orders or other government mandates could have a material
impact on our results.
Our balance sheet is strong with low leverage and sufficient access to additional capital. Given the seasonality of our business,
our warehouses were stocked with inventory in preparation for the upcoming peak season prior to the implementation of most
stay-at-home orders. As a result, the limited vendor supply interruptions experienced in 2020 have had a minimal impact on
our business. Supply disruptions have largely been limited to categories with the greatest demand, including heat-related
equipment and above-ground swimming pools and have not been material to our business. We continue to work closely with
our suppliers to maintain the flow of essential products to provide customers with the materials they need to serve their
communities.
Given the uncertainties caused by the COVID-19 pandemic, we began taking steps in April to reduce both capital expenditures
and operating costs. As a result, capital expenditures in 2020 were $21.7 million, which is approximately 65% of 2019 capital
expenditures. We specifically reduced operating costs for labor, fuel, utilities, advertising, meetings, travel and entertainment.
As our business outlook and market trends improved since the implementation of these cost-saving measures, we continue to
assess our discretionary spending.
The impact of the ongoing pandemic on our business and financial results will continue to vary by location and depend on
numerous evolving factors that we are not able to accurately predict. These factors include the duration and scope of the
pandemic, global economic conditions during and after the pandemic, governmental actions that have been taken (or may be
taken in the future) in response to the pandemic and changes in customer and supplier behavior in response to the pandemic.
24
Financial Results
Net sales increased 23% to $3.9 billion for the year ended December 31, 2020 compared to $3.2 billion in 2019, while base
business sales increased 22%. We realized broad sales gains across nearly all product categories. Our sales benefited from
greater swimming pool usage and high demand for residential pool products, which was driven by home-centric trends
influenced by the COVID-19 pandemic and aided by warmer weather conditions during the year.
Gross profit reached $1.1 billion for the year ended December 31, 2020, a 22% increase over gross profit of $924.9 million in
2019. Gross margin declined 20 basis points to 28.7% in 2020 compared to 28.9% in 2019. The decline in gross margin is
primarily due to sales of lower margin, big-ticket items, such as pool equipment and in-ground and above-ground pools, which
comprised a larger portion of our product mix in 2020 compared to 2019.
Selling and administrative expenses (operating expenses) increased 14%, or $83.2 million, to $666.9 million in 2020, up from
$583.7 million in 2019, with base business operating expenses up 12% over 2019. The increase in operating expenses primarily
reflects a $43.9 million increase in performance-based compensation from $24.3 million in 2019 to $68.2 million in 2020 and
expenses of $16.9 million from recently acquired businesses. Excluding $6.9 million of impairment charges we recorded in the
first quarter of 2020 and performance-based compensation in both periods, adjusted operating expenses increased 6%,
reflecting growth-driven labor and freight expenses and greater facility-related costs partially offset by lower discretionary
spending.
Operating income for the year increased 36% to $464.0 million, up from $341.2 million in 2019. Operating margin increased
110 basis points to 11.8% in 2020 compared to 10.7% in 2019.
We recorded a $28.6 million, or $0.70 per diluted share, benefit from Accounting Standards Update (ASU) 2016-09,
Improvements to Employee Share-Based Payment Accounting, for the year ended December 31, 2020 compared to a benefit
of $23.5 million, or $0.57 per diluted share, realized in 2019.
Net income increased 40% to $366.7 million in 2020 compared to $261.6 million in 2019. Earnings per share increased 40% to
a record $8.97 per diluted share compared to $6.40 per diluted share in 2019. Excluding the impact of non-cash impairments,
net of tax, in 2020 and the impact from ASU 2016-09 in both periods, adjusted diluted earnings per share increased 44% to
$8.42 in 2020 compared to $5.83 in 2019. See the reconciliation of GAAP to non-GAAP measures included in RESULTS OF
OPERATIONS below.
Financial Position and Liquidity
Cash provided by operations was $397.6 million in 2020, which helped fund the following initiatives:
•
•
•
•
•
•
payments of $124.6 million for acquisitions;
net debt repayments of $95.8 million;
quarterly cash dividend payments to shareholders, totaling $91.9 million for the year;
share repurchases, totaling $76.2 million for the year;
net capital expenditures of $21.7 million; and
growth in net working capital of $21.1 million.
Total net receivables, including pledged receivables, increased 28% compared to December 31, 2019, reflecting December sales
growth and partially offset by improved collections. Our allowance for doubtful accounts was $4.8 million at December 31,
2020 and $5.5 million at December 31, 2019. Our days sales outstanding ratio, as calculated on a trailing four quarters basis,
was 26.5 days at December 31, 2020 and 29.0 days at December 31, 2019.
Inventory levels grew 11% to $781.0 million at December 31, 2020 compared to $702.3 million at December 31, 2019,
reflecting business growth and inventory from acquired businesses of $42.2 million. Our reserve for inventory obsolescence
was $11.4 million at December 31, 2020 compared to $9.0 million at December 31, 2019. Our inventory turns, as calculated on
a trailing four quarters basis, were 3.8 times at December 31, 2020 and 3.2 times at December 31, 2019.
Accrued expenses and other current liabilities increased $82.9 million to $143.7 million in 2020, primarily reflecting increases
in accrued performance-based compensation, unrealized losses on interest rate swaps and deferred payroll tax payments.
Total debt outstanding of $416.0 million at December 31, 2020 decreased $95.4 million, or 19%, compared to December 31,
2019, as we have utilized our operating cash flows to decrease debt balances.
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Current Trends and Outlook
Due to the COVID-19 pandemic in 2020, families spent more time at home and sought out opportunities to create or expand
existing home-based outdoor living and entertainment spaces, which resulted in an increase in new pool construction and
greater expenditures for maintenance and remodeling products. We believe that increased consumer spending on homes,
including outdoor living spaces, will continue in 2021 and may have longer term benefits as work-from-home trends persist or
increase.
The market environment from June 2009, when the Great Recession ended, until 2020, when the COVID-19 pandemic-induced
recession began, was characterized by steady economic expansion, the cautious recovery of consumer spending, modest
housing recovery and low inflation. However, in terms of homeowners investing in their existing homes, discretionary
expenditures, including backyard renovations, have flourished over this time period with steady increases in home values and
lack of affordable new homes prompting homeowners to stay in their homes longer and upgrade their home environments,
including their backyards. We expect that new pool and irrigation construction levels will continue to grow incrementally,
constrained by availability of construction labor, but we believe that consumer investments in outdoor living spaces beyond the
swimming pool will generate continued growth over the next several years.
Although some constraints exist around residential construction activities, we believe that we are well positioned to take
advantage of both the market expansion and the inherent long term growth opportunities in our industry. Additionally, recent
regulation passed by the U.S. Department of Energy mandates all new and replacement motors and pumps for swimming pools
must meet certain compliance regulations by July 2021. This mandate, coupled with additional product developments and
technological advancements, offers further growth opportunities over the next few years.
In 2020, we benefited from strong pool construction trends as robust demand fueled by the COVID-19 pandemic led to
increased home investment trends. While we estimate that new pool construction increased from approximately 80,000 units in
2019 to approximately 100,000 new units in 2020, construction levels are still down approximately 55% compared to peak
historical levels and down approximately 40% from what we consider normal levels. Favorable weather plays a role in industry
growth by accelerating growth in any given year, expanding the number of available construction days, extending the pool
season and pool usage and positively impacting demand for discretionary products. Conversely, unfavorable weather impedes
growth. In establishing our outlook each year, we base our growth assumptions on normal weather conditions and do not
incorporate alternative weather predictions into our guidance.
We established our initial outlook for 2021 based on reasonable expectations of organic market share growth, ongoing leverage
of existing investments in our business and continuous process improvements. For 2021, we expect strong growth in the first
half of the year, particularly the first quarter of 2021, due to continued elevated demand influenced by the ongoing COVID-19
pandemic. In the second half of the year, we expect to face tougher year-over-year comparisons and inherent industry capacity
constraints, although we remain encouraged by positive industry outlooks.
Impacts from the COVID-19 pandemic, coupled with heightened demand, could also adversely impact our supply chain,
making it difficult to source and receive products needed to keep our customers adequately supplied. We anticipate that we
may face product shortages or elevated prices specifically related to Trichlor, a popular sanitizer for pools and hot tubs, as the
industry faces constraints resulting from the loss of a major supplier due to a fire in the summer of 2020. Although supply
constraints did not have a material impact on our business in 2020, it is difficult to predict the extent to which this could impact
our business in 2021.
We expect to continue to gain market share through our comprehensive service and product offerings, which we continually
diversify through internal sourcing initiatives and expansion into new markets. We also plan to broaden our geographic
presence by opening 8 to 10 new sales centers in 2021 and by making selective acquisitions when appropriate opportunities
arise.
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The following summarizes our outlook for 2021:
•
We expect sales growth of 8% to 12%, impacted by the following factors and assumptions:
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normal weather patterns for 2021;
continued elevated demand for residential pool products, driven by home-centric trends influenced by the
COVID-19 pandemic;
a benefit from construction backlogs depending on our customers’ building capacity, including the
availability of labor, and weather;
estimated 4% to 5% growth from acquisitions completed throughout 2020;
market share gains;
inflationary product cost increases of approximately 2% to 3% (compared to our historical average of 1% to
2%); and
estimated 2% growth in the installed base of pools.
•
We expect gross margin to decline 20 to 40 basis points for the full year of 2021 compared to the full year of 2020
with gains or relatively neutral gross margin trends in the first half of 2021 and declines in the latter half of 2021.
•
We expect operating expenses will grow at approximately 60% to 70% of the rate of our gross profit growth, reflecting
inflationary increases and incremental costs to support our sales growth expectations, with greater growth in the first
half of the year and more modest growth in the back half. The main challenges in achieving this metric include
managing people and facility costs in tight labor and real estate markets. However, we continue to see significant
opportunity to leverage our existing infrastructure to achieve this goal. We also expect performance-based
compensation for the full year of 2021 to normalize and decrease by approximately $30.0 million compared to the full
year of 2020.
In 2021, we expect our effective tax rate will approximate 25.5%, excluding the impact of ASU 2016-09. Our effective tax rate
is dependent upon our results of operations and may change if actual results are different from our current expectation. Due to
ASU 2016-09 requirements, we expect our effective tax rate will fluctuate from quarter to quarter, particularly in periods when
employees elect to exercise their vested stock options or when restrictions on share-based awards lapse. Based on our
December 31, 2020 stock price, we estimate that we have approximately $4.5 million in unrealized excess tax benefits related
to stock options that expire and restricted awards that vest in the first quarter of 2021. We may recognize additional tax benefits
related to stock option exercises in 2021 from grants that expire in years after 2021, for which we have not included any
expected benefits in our guidance. The estimated impact related to ASU 2016-09 is subject to several assumptions which can
vary significantly, including our estimated share price and the period that our employees will exercise vested stock options. We
recorded a $28.6 million benefit in our provision for income taxes for the year ended December 31, 2020 related to ASU
2016-09.
We project that 2021 earnings will be in the range of $9.12 to $9.62 per diluted share, including an estimated $0.11 benefit from
ASU 2016-09 during the first quarter of 2021. We expect cash provided by operations will approximate net income for fiscal
year 2021. We expect to continue to use cash to fund opportunistic share repurchases over the next year. We also expect to use
cash for the payment of cash dividends as and when declared by our Board of Directors.
The forward-looking statements in this Current Trends and Outlook section are subject to significant risks and uncertainties,
including the effects of the evolving COVID-19 pandemic, 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 Item 1A of this Form 10-K. Also see
“Cautionary Statement for Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995”
prior to the heading “Risk Factors” in Item 1A.
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CRITICAL ACCOUNTING ESTIMATES
Critical accounting estimates are those estimates made in accordance with U.S. generally accepted accounting principles that
involve a significant level of estimation uncertainty and have had, or are reasonably likely to have, a material impact on our
financial condition or results of operations.
Management has discussed the development, selection and disclosure of our critical accounting estimates with the Audit
Committee of our Board. Our critical accounting estimates are discussed below, including, to the extent material and
reasonably available, the impact such estimates have had, or are reasonably likely to have, on our financial condition or results
of operations.
Allowance for Doubtful Accounts
We maintain an allowance for doubtful accounts based on an estimate of the losses we will incur if our customers do not make
required payments. We perform periodic credit evaluations of our customers and typically do not require collateral. Consistent
with industry practices, we generally require payment from our North American customers within 30 days, except for sales
under early buy programs for which we provide extended payment terms to qualified customers. The extended terms usually
require payments in equal installments in April, May and June or May and June, depending on geographic location. Credit
losses have generally been within or better than our expectations.
Similar to our business, our customers’ businesses are seasonal. Sales are lowest in the winter months and our past due
accounts receivable balance as a percentage of total receivables generally increases during this time. We provide reserves for
uncollectible accounts based on our accounts receivable aging. These reserves range from 0.05% for amounts currently due to
up to 100% for specific accounts more than 60 days past due.
At the end of each quarter, we perform a reserve analysis of all accounts with balances greater than $20,000 and more than 60
days past due. Additionally, we perform a separate reserve analysis on the balance of our accounts receivables with emphasis
on past due accounts. We estimate future losses based upon historical bad debts, customer receivable balances, age of customer
receivable balances, customers’ financial conditions and current and forecasted economic trends, including certain trends in the
housing market, the availability of consumer credit and general economic conditions (as commonly measured by Gross
Domestic Product or GDP). We monitor housing market trends through review of the House Price Index as published by the
Federal Housing Finance Agency, which measures the movement of single-family house prices.
During the year, we write off account balances when we have exhausted reasonable collection efforts and determined that the
likelihood of collection is remote. These write-offs are charged against our allowance for doubtful accounts. In the past five
years, write-offs have averaged approximately 0.08% of net sales annually. Write-offs as a percentage of net sales
approximated 0.09% in 2020, 0.12% in 2019 and 0.07% in 2018. We expect that write-offs will range from 0.05% to 0.10% of
net sales in 2021.
At the end of each fiscal year, we prepare a hindsight analysis by comparing the prior year-end allowance for doubtful accounts
balance to (i) current year write-offs and (ii) any significantly aged outstanding receivable balances. Based on our hindsight
analysis, we concluded that the prior year allowance was within a range of acceptable estimates and that our estimation
methodology is appropriate.
If the balance of the accounts receivable reserve increased or decreased by 20% at December 31, 2020, pretax income would
change by approximately $1.0 million and earnings per share would change by approximately $0.02 per diluted share (based on
the number of weighted average diluted shares outstanding for the year ended December 31, 2020).
Inventory Obsolescence
Product inventories represent the largest asset on our balance sheet. Our goal is to manage our inventory such that we minimize
stock-outs to provide the highest level of service to our customers. To do this, we maintain at each sales center an adequate
inventory of stock keeping units (SKUs) with the highest sales volumes. At the same time, we continuously strive to better
manage our slower moving classes of inventory, which are not as critical to our customers and thus, inherently turn at slower
rates.
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We classify products at the sales center level based on sales at each location over the expected sellable period, which is the
previous 12 months for most products, except for special order non-stock items that lack a SKU in our system and products
with less than 12 months of usage. Below is a description of these inventory classifications:
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•
•
•
new products with less than 12 months usage;
highest sales velocity items, which represent approximately 80% of net sales at the sales center;
lower sales velocity items, which we keep in stock to provide a high level of customer service;
products with no sales for the past 12 months at the local sales center level, excluding special order products not yet
delivered to the customer; and
non-stock special order items.
There is little risk of obsolescence for our highest sales velocity items, which represent approximately 80% of net sales at the
sales center, because these products generally turn quickly. We establish our reserve for inventory obsolescence based on
inventory with lower sales velocity and inventory with no sales for the past 12 months, which we believe represent some
exposure to inventory obsolescence, with particular emphasis on SKUs with the least sales over the previous 12 months. The
reserve is intended to reflect the value of inventory at net realizable value. We provide a reserve of 5% for inventory with
lower sales velocity, inventory with no sales for the past 12 months and non-stock inventory as determined at the sales center
level. We also provide an additional 5% reserve for excess lower sales velocity inventory and an additional 45% reserve for
excess inventory with no sales for the past 12 months. We determine excess inventory, which is defined as the amount of
inventory on hand in excess of the previous 12 months’ usage, on a company-wide basis. We also evaluate whether the
calculated reserve provides sufficient coverage of total inventory with no sales for the past 12 months. We have not changed
our methodology from prior years.
In evaluating the adequacy of our reserve for inventory obsolescence, we consider a combination of factors, including:
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•
•
the level of inventory in relation to historical sales by product, including inventory usage by class based on product
sales at both the sales center level and on a company-wide basis;
changes in customer preferences or regulatory requirements;
seasonal fluctuations in inventory levels;
geographic location; and
superseded products and new product offerings.
We periodically adjust our reserve for inventory obsolescence as changes occur in the above-identified factors. At the end of
each fiscal year, we prepare a hindsight analysis by comparing the prior year-end obsolescence reserve balance to (i) current
year inventory write-offs and (ii) the value of products with no sales for the past 12 months that remain in inventory. Based on
our hindsight analysis, we concluded that our prior year reserve was within a range of acceptable estimates and that our
estimation methodology is appropriate.
If the balance of our inventory reserve increased or decreased by 20% at December 31, 2020, pretax income would change by
approximately $2.3 million and earnings per share would change by approximately $0.04 per diluted share (based on the
number of weighted average diluted shares outstanding for the year ended December 31, 2020).
Vendor Programs
Many of our vendor arrangements provide for us to receive specified amounts of consideration when we achieve any of a
number of measures. These measures generally relate to the volume level of purchases from our vendors, or our net cost of
products sold, and may include negotiated pricing arrangements. We account for vendor programs as a reduction of the prices
of the vendor’s products and therefore a reduction of inventory until we sell the product, at which time we recognize such
consideration as a reduction of cost of sales in our income statement.
Throughout the year, we estimate the amount earned based on our expectation of total purchases for the fiscal year relative to
the purchase levels that mark our progress toward the attainment of various levels within certain vendor programs. We accrue
vendor program benefits on a monthly basis using these estimates provided that we determine they are probable and reasonably
estimable. Our estimates for annual purchases, future inventory levels and sales of qualifying products are driven by our sales
projections, which can be significantly impacted by a number of external factors including changes in economic conditions and
weather. Changes in our purchasing mix also impact our estimates, as certain program rates can vary depending on our volume
of purchases from specific vendors.
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We continually revise these estimates throughout the year to reflect actual purchase levels and identifiable trends. As a result,
our estimated quarterly vendor program benefits accrual may include cumulative catch-up adjustments to reflect any changes in
our estimates between reporting periods. These adjustments tend to have a greater impact on gross margin in the fourth quarter
since it is our seasonally slowest quarter and because the majority of our vendor arrangements are based on calendar year
periods. We update our estimates for these arrangements at year end to reflect actual annual purchase or sales levels. In the
first quarter of the subsequent year, we prepare a hindsight analysis by comparing actual vendor credits received to the prior
year vendor receivable balances. Based on our hindsight analysis, we concluded that our vendor program estimates were within
a range of acceptable estimates and that our estimation methodology is appropriate.
If market conditions were to change, vendors may change the terms of some or all of these programs. Although such changes
would not affect the amounts we have recorded related to products already purchased, they may lower or raise our cost for
products purchased and sold in future periods.
Income Taxes
We record deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and
liabilities using currently enacted rates and laws that will be in effect when we expect the differences to reverse. Due to
changing tax laws and state income tax rates, significant judgment is required to estimate the effective tax rate expected to
apply to tax differences that are expected to reverse in the future.
We record Global Intangible Low Tax Income (GILTI) on foreign earnings as period costs if and when incurred, although we
not have realized any impacts since the enactment of U.S. tax reform enacted in December 2017.
As of December 31, 2020, U.S. income taxes were not provided on the earnings or cash balances of our foreign subsidiaries,
outside of the provisions of the transition tax from U.S. tax reform. As we have historically invested or expect to invest the
undistributed earnings indefinitely to fund current cash flow needs in the countries where held, additional income tax provisions
may be required. Determining the amount of unrecognized deferred tax liability on these undistributed earnings and cash
balances is not practicable due to the complexity of tax laws and regulations and the varying circumstances, tax treatments and
timing of any future repatriation. We determined not to change our indefinite reinvestment assertion in light of U.S. tax reform.
We operate in 39 states, 1 United States territory and 11 foreign countries. We are subject to regular audits by federal, state and
foreign tax authorities, and the amount of income taxes we pay is subject to adjustment by the applicable tax authorities. We
recognize a benefit from an uncertain tax position only after determining it is more likely than not that the tax position will
withstand examination by the applicable taxing authority. Our estimate for the potential outcome of any uncertain tax issue is
highly judgmental. We regularly evaluate our tax positions and incorporate these expectations into our reserve estimates. We
believe we have adequately provided for any reasonably foreseeable outcome related to these matters. However, our future
results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made
or resolved, or when statutes of limitation on potential assessments expire. These adjustments may include changes in valuation
allowances that we have established. As a result of these uncertainties, our total income tax provision may fluctuate on a
quarterly basis.
Each year, we prepare a return to provision analysis upon filing our income tax returns. Based on this hindsight analysis, we
concluded that our prior year income tax provision was within a range of acceptable estimates and that our provision calculation
methodology is appropriate. Differences between our effective income tax rate and federal and state statutory tax rates are
primarily due to valuation allowances recorded for certain of our international subsidiaries with tax losses.
Performance-Based Compensation Accrual
The Compensation Committee of our Board (Compensation Committee) annually reviews our compensation structure to
oversee management’s implementation of maintaining a program that attracts, retains, develops and motivates employees
without leading to unnecessary risk taking. Our compensation packages include bonus plans that are specific to each group of
eligible participants and their levels and areas of responsibility. The majority of our bonus plans have annual cash payments
that are based primarily on objective performance criteria. We calculate bonuses based on the achievement of certain key
measurable financial and operational results, including operating income and diluted earnings per share (EPS).
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We use an annual cash performance award (annual bonus) to focus corporate behavior on short-term goals for growth, financial
performance and other specific financial and business improvement metrics. Management sets the company’s annual bonus
objectives at the beginning of the bonus plan year using both historical information and forecasted results of operations for the
current plan year. Management also establishes specific business improvement objectives for both our operating units and
corporate employees. The Compensation Committee approves objectives for annual bonus plans involving executive
management.
We also utilize our medium-term (three-year) Strategic Plan Incentive Program (SPIP) to provide senior management with an
additional cash-based, pay-for-performance award based on the achievement of specified earnings growth objectives. Payouts
through the SPIP are based on three-year compound annual growth rates (CAGRs) of our diluted EPS.
We record annual performance-based compensation accruals based on operating income achieved in a quarter as a percentage
of total expected operating income for the year. We estimate total expected operating income for the current plan year using
management’s estimate of the total overall incentives earned per the stated bonus plan objectives. Starting in June, and
continuing each quarter through our fiscal year end, we adjust our estimated performance-based compensation accrual based on
our detailed analysis of each bonus plan, the participants’ progress toward achievement of their specific objectives and
management’s estimates related to the discretionary components of the bonus plans, if any.
We record SPIP accruals based on our total expected EPS for the current fiscal year and earnings growth estimates for the
succeeding two years. We base our current fiscal year estimates on the same assumptions used for our annual bonus calculation
and we base our forward-looking estimates on historical growth trends and our projections for the remainder of the three-year
performance periods.
Our quarterly performance-based compensation expense and accrual balances may vary relative to actual annual bonus expense
and payouts due to the following:
•
•
•
differences between estimated and actual performance;
our projections related to achievement of multiple-year performance objectives for our SPIP; and
the discretionary components of the bonus plans.
We generally make bonus payments at the end of February following the most recently completed fiscal year. Each year, we
compare the actual bonus payouts to amounts accrued at the previous year's end to determine the accuracy of our performance-
based compensation estimates. Based on our hindsight analysis, we concluded that our performance-based compensation
accrual balances were within a reasonable range of acceptable estimates and that our estimation methodologies are appropriate.
Impairment of Goodwill and Other Indefinite-Lived Intangible Assets
Goodwill is our largest intangible asset. At December 31, 2020, our goodwill balance was $268.2 million, representing
approximately 15% of total assets. Goodwill represents the excess of the amount we paid to acquire a company over the
estimated fair value of tangible assets and identifiable intangible assets acquired, less liabilities assumed.
We perform a goodwill impairment test in the fourth quarter of each year or on a more frequent basis if events or changes in
circumstances occur that indicate potential impairment. To the extent the carrying value of a reporting unit is greater than its
estimated fair value, we record a goodwill impairment charge for the difference, up to the carrying value of the goodwill. We
recognize any impairment loss in operating income.
Since we define an operating segment as an individual sales center and we do not have operations below the sales center level,
we define a reporting unit as an individual sales center. As of October 1, 2020, we had 226 reporting units with allocated
goodwill balances. The most significant goodwill balance for a reporting unit was $5.7 million and the average goodwill
balance was $0.9 million.
In October of 2020, 2019 and 2018, we performed our annual goodwill impairment test and did not recognize any goodwill
impairment at the reporting unit level.
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In the first quarter of 2020, we determined certain impairment triggers for our Australian reporting units had occurred due to the
impact of the COVID-19 pandemic on expected future operating cash flows. We performed interim goodwill impairment
analyses, which included discounted cash flow analyses, and determined that the estimated fair values of our Australian
reporting units no longer exceeded their carrying values. In the period ended March 31, 2020, we recorded impairment equal to
the total goodwill and intangibles carrying amounts of our five Australian reporting units, which included goodwill impairment
of $3.5 million and intangibles impairment, related to the Pool Systems tradename and trademark, of $0.9 million.
We estimate the fair value of our reporting units based on an income approach that incorporates our assumptions for
determining the present value of future cash flows. We project future cash flows using management’s assumptions for sales
growth rates, operating margins, discount rates and earnings multiples. These estimates can significantly affect the outcome of
our impairment test. We also review for potential impairment indicators at the reporting unit level based on an evaluation of
recent historical operating trends, current and projected local market conditions and other relevant factors as appropriate.
To test the reasonableness of our fair value estimates, we compared our aggregate estimated fair values to our market
capitalization as of the date of our annual impairment test. We expect that a reasonable fair value estimate would reflect a
moderate acquisition premium. Our aggregate estimated fair values fell in line with our market capitalization, which we
consider to be reasonable for the purpose of our goodwill impairment test. To facilitate a sensitivity analysis, we reduced our
consolidated fair value estimate to reflect more conservative discounted cash flow assumptions, the sensitivity of a 50 basis
point increase in our estimated weighted average cost of capital or a 50 basis point decrease in the estimated perpetuity growth
rate. Our sensitivity analysis generated a fair value estimate below our market capitalization and resulted in the identification of
no additional at-risk locations.
Based on our 2020 goodwill impairment analysis, we consider one of our Horizon reporting units in California as most at risk
for goodwill impairment due to marginal results in recent years. The most sensitive assumptions related to our fair value for
this location relates to future projected operating results and management’s ability to effectively manage costs. As of
December 31, 2020, our aggregate goodwill balance for this reporting unit was $1.4 million.
If our assumptions or estimates in our fair value calculations change or if operating results are less than forecasted, we could
incur impairment charges in future periods, especially related to the reporting unit discussed above. Impairment charges would
decrease operating income, negatively impact diluted EPS and result in lower asset values on our balance sheet.
Recent Accounting Pronouncements
See Note 1 of “Notes to Consolidated Financial Statements,” included in Item 8 of this Form 10-K for details.
32
RESULTS OF OPERATIONS
The table below summarizes information derived from our Consolidated Statements of Income expressed as a percentage of net
sales for the past three fiscal years:
Year Ended December 31,
2019
2020
2018
Net sales
Cost of sales
Gross profit
Operating expenses
Operating income
Interest and other non-operating expenses, net
100.0 %
100.0 %
100.0 %
71.3
28.7
16.9
11.8
0.3
71.1
28.9
18.2
10.7
0.7
71.0
29.0
18.6
10.5
0.7
Income before income taxes and equity earnings
11.5 %
9.9 %
9.8 %
Note: Due to rounding, percentages may not add to operating income or income before income taxes and equity earnings.
Our discussion of consolidated operating results includes the operating results from acquisitions in 2020, 2019 and 2018. We
have included the results of operations in our consolidated results since the respective acquisition dates.
Fiscal Year 2020 compared to Fiscal Year 2019
The following table breaks out our consolidated results into the base business component and the excluded components
(sales centers excluded from base business):
(Unaudited)
(in thousands)
Net sales
Gross profit
Gross margin
Operating expenses (1)
Expenses as a % of net sales
Operating income (loss) (1)
Operating margin
Base Business
Year Ended
December 31,
Excluded
Year Ended
December 31,
Total
Year Ended
December 31,
2020
$ 3,886,079
2019
$ 3,183,940
2020
2019
$
50,544
$
15,577
2020
$ 3,936,623
2019
$ 3,199,517
1,117,303
28.8 %
650,020
16.7 %
467,283
12.0 %
922,193
29.0 %
579,068
18.2 %
343,125
10.8 %
13,599
26.9 %
16,855
33.3 %
(3,256)
(6.4) %
2,732
17.5 %
4,611
29.6 %
(1,879)
(12.1)%
1,130,902
28.7 %
666,875
16.9 %
464,027
11.8 %
924,925
28.9 %
583,679
18.2 %
341,246
10.7 %
(1) Base business and total include $6.9 million of impairment from goodwill and other assets recorded in the first quarter of
2020.
33
We have excluded the following acquisitions from base business for the periods identified:
Acquired
TWC Distributors, Inc. (1)
Jet Line Products, Inc.
Northeastern Swimming Pool Distributors, Inc. (1)
Master Tile Network LLC (1)
W.W. Adcock, Inc. (1)
Turf & Garden, Inc. (1)
Acquisition
Date
Net
Sales Centers
Acquired
Periods
Excluded
December 2020
10
December 2020
October 2020
September 2020
February 2020
January 2019
November 2018
9
2
4
4
4
October - December 2020
September - December 2020
February - December 2020
January - March 2020 and
January - March 2019
January 2020 and
January 2019
(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 centers during 2020:
December 31, 2019
Acquired locations
New locations
Closed/consolidated locations
December 31, 2020
373
25
3
(3)
398
For information about our recent acquisitions, see Note 2 of “Notes to Consolidated Financial Statements,” included in Item 8
of this Form 10-K.
34
Net Sales
(in millions)
Net sales
Year Ended December 31,
2020
2019
Change
$
3,936.6
$
3,199.5
$ 737.1
23%
Net sales increased 23% compared to 2019, with 22% of this increase resulting from base business sales growth. As the
pandemic forced families to spend more time at home in 2020, they sought out opportunities to create or expand existing home-
based outdoor living and entertainment spaces. This created unprecedented demand throughout our markets, and we realized
broad sales gains across nearly all product categories. Our sales benefited from greater swimming pool usage, high demand for
residential pool products and warmer weather conditions during the year.
The following factors benefited our sales growth (listed in order of estimated magnitude):
•
•
•
•
•
•
strong demand for discretionary products, as evidenced by improvements in sales growth rates for product offerings
such as equipment, building materials and above-ground pools and hot tubs (see discussion below);
increased demand for residential swimming pool maintenance supplies due to earlier pool openings and increased
usage, as evidenced by improvements in sales growth rates to retail customers (see discussion below);
market share gains, including those in building materials (see discussion below);
inflationary product cost increases of approximately 1% to 2%;
1% sales growth from recent acquisitions; and
1% sales growth from an additional selling day in 2020 compared to 2019.
We believe that sales growth rates for certain product offerings, such as equipment, building materials and above-ground pools
and hot tubs evidence increased spending in traditionally discretionary areas, such as pool construction, pool remodeling and
equipment upgrades. In 2020, sales for equipment, such as swimming pool heaters, pumps, lights and filters, increased 31%
compared to 2019, and collectively represented approximately 29% of net sales. This increase reflects both the growth of
replacement activity and continued demand for higher-priced, more energy-efficient products. Sales of building materials,
which includes tile and sales from recently acquired Master Tile locations, grew 23% compared to 2019 and represented
approximately 12% of net sales in 2020. Sales of above-ground pools increased 57% in 2020 compared to 2019 and
represented approximately 1% of net sales in 2020.
Sales to customers who service large commercial installations and specialty retailers that sell swimming pool supplies are
included in the appropriate existing product categories, and growth or decline in these areas are reflected in the numbers above.
Sales to retail customers increased 24% compared to 2019 and represented approximately 13% of our net sales in 2020. Sales
to commercial customers declined 10% in 2020, driven by COVID-19 related closures and the decline in both business and
leisure travel. Sales to commercial customers represented approximately 4% of our net sales in 2020.
2020 Quarterly Sales Performance Compared to 2019 Quarterly Sales Performance
•
•
•
•
Strong demand for discretionary products during the first quarter of 2020 led to net sales and base business sales
growth of 13%. Sales were also favorably impacted by an additional selling day in the first quarter of 2020 compared
to the first quarter of 2019.
Net sales and base business sales increased 14% in the second quarter of 2020 as stay-at-home restrictions eased in late
April through early May, and sales benefited from greater swimming pool demand and usage, resulting in broad sales
gains across many product categories and geographies.
In the third quarter of 2020, net sales and base business sales increased 27% and benefited from continued elevated
demand for residential pool products, driven by home-centric trends influenced by the COVID-19 pandemic.
Net sales in the fourth quarter of 2020 increased 44%, while base business sales increased 39%. Sales benefited from
continued stay-at-home trends combined with favorable weather nationwide and acquisitions, which added 4% to sales
growth.
In addition to the sales discussion above, see further details of significant weather impacts under the subheading Seasonality
and Quarterly Fluctuations below.
35
Gross Profit
(in millions)
Gross profit
Gross margin
Year Ended December 31,
2020
2019
Change
$
1,130.9
$
924.9
$ 206.0
22%
28.7 %
28.9 %
Gross margin declined 20 basis points to 28.7% in 2020 compared to 28.9% in 2019, primarily due to sales of lower margin,
big-ticket items, such as pool equipment and in-ground and above-ground pools, which comprised a larger portion of our
product mix in 2020 compared to 2019.
Operating Expenses
(in millions)
Year Ended December 31,
Selling and administrative expenses
$
659.9
$
583.7
$ 76.2
Impairment of goodwill and other assets
Operating expenses as a percentage of net sales
6.9
16.9 %
—
6.9
18.2 %
13%
100%
2020
2019
Change
Operating expenses increased 14%, or $83.2 million, to $666.9 million in 2020, up from $583.7 million in 2019, while base
business operating expenses grew 12%. The increase in operating expenses primarily reflects a $43.9 million increase in
performance-based compensation from $24.3 million in 2019 to $68.2 million in 2020 and expenses of $16.9 million from
recently acquired businesses.
In the first quarter of 2020, we recorded impairment charges of $6.9 million, which included non-cash goodwill and intangibles
impairment charges of $4.4 million, equal to the total goodwill and intangibles carrying amounts of our Australian reporting
units, and $2.5 million from a long-term note, as collectability was impacted by the COVID-19 pandemic.
Excluding impairment charges and performance-based compensation in both periods, adjusted operating expenses were up 6%,
reflecting growth-driven labor and freight expenses and greater facility-related costs partially offset by lower discretionary
spending. As a result of strong expense control and our ability to leverage our existing network, operating expenses as a
percentage of net sales declined 130 basis points, contributing to the 110 basis point expansion in our operating margin for the
year.
Interest and Other Non-operating Expenses, net
Interest and other non-operating expenses, net decreased $11.4 million compared to 2019, reflecting lower average debt levels
and lower average interest rates between periods. Average outstanding debt was $422.2 million in 2020 versus $599.6
million in 2019. Our 2020 average outstanding debt balance has decreased as we utilized operating cash flows to pay off debt
balances. Our weighted average effective interest rate decreased to 2.1% in 2020 compared to 3.4% in 2019.
Income Taxes
Our effective income tax rate was 18.9% at December 31, 2020 and 17.7% at December 31, 2019. We recorded a
$28.6 million, or $0.70 per diluted share, benefit from ASU 2016-09 for the year ended December 31, 2020 compared to a
benefit of $23.5 million, or $0.57 per diluted share, realized in the same period in 2019. Excluding the benefits from ASU
2016-09, our effective tax rate was 25.2% and 25.1% for the years ended 2020 and 2019, respectively.
Net Income and Earnings Per Share
Net income increased 40% to $366.7 million in 2020 compared to $261.6 million in 2019. Adjusted net income, excluding the
$6.3 million, or $0.15 per diluted share, impact of non-cash impairments, net of tax, increased 43% to $373.0 million. Earnings
per share increased 40% to $8.97 per diluted share compared to $6.40 per diluted share in 2019. Excluding the impact of non-
cash impairments, net of tax, and the impact from ASU 2016-09 in both periods, adjusted diluted earnings per share increased
44% to $8.42 in 2020 compared to $5.83 in 2019. See the reconciliation of GAAP to non-GAAP measures below.
36
Reconciliation of Non-GAAP Financial Measures
Adjusted Income Statement Information
We have included adjusted net income and adjusted diluted EPS, which are non-GAAP financial measures, as supplemental
disclosures, because we believe these measures are useful to investors and others in assessing our year-over-year operating
performance. We believe these measures should be considered in addition to, not as a substitute for, net income and diluted
EPS presented in accordance with GAAP, respectively, and in the context of our other disclosures included within this Form
10-Q. Other companies may calculate these non-GAAP financial measures differently than we do, which may limit their
usefulness as comparative measures.
The table below presents a reconciliation of net income to adjusted net income.
(Unaudited)
(in thousands)
Net income
Impairment of goodwill and other assets
Tax impact on impairment of long-term note (1)
Adjusted net income
Year Ended
December 31,
2020
$
$
366,738
6,944
(654)
373,028
(1)
As described in our First Quarter 2020 Quarterly Report on Form 10-Q, our effective tax rate at March 31, 2020 was a
0.1% benefit. Excluding impairment from goodwill and intangibles and tax benefits from ASU 2016-09 recorded in
the first quarter of 2020, our effective tax rate for the first quarter of 2020 was 25.4%, which we used to calculate the
tax impact related to the $2.5 million long-term note impairment.
The table below presents a reconciliation of diluted EPS to adjusted diluted EPS.
(Unaudited)
Diluted EPS
$
After-tax non-cash impairment charges
Adjusted diluted EPS excluding after-tax non-cash
impairment charges
ASU 2016-09 tax benefit
Year Ended
December 31,
2020
2019
$
8.97
0.15
9.12
0.70
6.40
—
6.40
0.57
Adjusted diluted EPS excluding after-tax non-cash
impairment charges and tax benefit
$
8.42
$
5.83
Fiscal Year 2019 compared to Fiscal Year 2018
For a detailed discussion of the Results of Operations in Fiscal Year 2019 compared to Fiscal Year 2018, see the Results of
Operations section of Management’s Discussion and Analysis included in Part II, Item 7 of our 2019 Annual Report on
Form 10-K.
37
Seasonality and Quarterly Fluctuations
For discussion regarding the effects seasonality and weather have on our business, see Item 1, “Business,” of this Form 10-K.
The following table presents certain unaudited quarterly data for 2020 and 2019. 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)
(in thousands)
Statement of Income Data
Net sales
Gross profit
Operating income
Net income
Net sales as a % of annual
net sales
Gross profit as a % of
annual gross profit
Operating income as a % of
annual operating
income
Balance Sheet Data
2020
2019
QUARTER
First
Second
Third
Fourth
First
Second
Third
Fourth
$ 677,288 $ 1,280,846 $ 1,139,229 $ 839,261 $ 597,456 $ 1,121,328 $ 898,500 $ 582,234
189,629
35,588
30,912
373,481
205,857
157,555
328,698
148,233
119,098
239,095
174,631
74,351
59,174
38,386
32,637
330,314
172,523
131,390
257,931
104,540
79,525
162,050
25,798
18,024
17 %
33 %
29 %
21 %
19 %
35 %
28 %
18 %
17 %
33 %
29 %
21 %
19 %
36 %
28 %
18 %
8 %
44 %
32 %
16 %
11 %
51 %
31 %
8 %
Total receivables, net
$ 345,915 $
453,405 $ 366,412 $ 289,200 $ 313,127 $ 417,126 $ 307,798 $ 226,539
Product inventories, net
Accounts payable
Total debt
858,190
517,620
586,050
628,418
346,272
438,804
612,824
268,412
339,934
780,989
266,753
416,018
815,742
472,487
698,977
694,447
342,335
692,337
616,217
214,309
547,560
702,274
261,963
511,407
Note: Due to rounding, the sum of quarterly percentage amounts may not equal 100%.
38
Weather Impacts on Fiscal Year 2020 to Fiscal Year 2019 Comparisons
In the first quarter of 2020, sales benefited from above-average temperatures throughout the contiguous United States,
particularly in the southern United States. These favorable weather conditions contrast from the first quarter of 2019 when
wetter and cooler-than-normal temperatures to begin the year hindered sales growth.
Weather conditions in the second quarter of 2020 were varied across the contiguous United States; however, results in the
second quarter of 2020 benefited from generally mild weather conditions. Much of the western United States benefited from
warmer weather, while the southeastern United States experienced slightly below-average temperatures. Southern California
and the southeastern United States, including Florida, experienced more precipitation than normal. In contrast, results for the
second quarter of 2019 were largely impacted by record rainfall and cooler temperatures in three of our largest markets,
California, Texas and Arizona, particularly in the month of May, which was the second wettest May on record for the
contiguous United States.
Overall, weather conditions in the third quarter of 2020 were generally favorable, which benefited results. Much of the western
United States experienced above-average temperatures, particularly in California, which was also plagued with the most active
wildfire year on record. Precipitation was below-average in most of the western half of the United States and normal to above-
average in the eastern half. Likewise, results in the third quarter of 2019 were positively impacted by above-average
temperatures and below-average precipitation throughout most of the country.
Sales in the fourth quarter of 2020 benefited from above-average temperatures and below-average precipitation, particularly in
the month of November, which was the fourth warmest on record in a 126-year period for the contiguous United States.
Similarly, in the fourth quarter of 2019, sales benefited from above average temperatures, primarily in the southern and
southeastern United States.
Weather Impacts on Fiscal Year 2019 to Fiscal Year 2018 Comparisons
For a detailed discussion of Weather Impacts on Fiscal Year 2019 compared to Fiscal Year 2018, see the Seasonality and
Quarterly Fluctuations section of Management’s Discussion and Analysis included in Part II, Item 7 of our 2019 Annual Report
on Form 10-K.
Geographic Areas
Since all of our sales centers have similar operations and share similar economic characteristics, we aggregate our sales centers
into a single reportable segment. For additional details, see Note 1 of our “Notes to Consolidated Financial Statements,”
included in Item 8 of this Form 10-K.
For a breakdown of net sales and property, plant and equipment between our United States and international operations, see
Item 1, “Business,” of this Form 10-K.
39
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is defined as the ability to generate adequate amounts of cash to meet short-term and long-term cash needs.
We assess our liquidity in terms of our ability to generate cash to fund our operating activities, taking into consideration the
seasonal nature of our business. Significant factors which could affect our liquidity include the following:
•
•
•
•
•
•
•
•
•
cash flows generated from operating activities;
the adequacy of available bank lines of credit;
the quality of our receivables;
acquisitions;
dividend payments;
capital expenditures;
changes in income tax laws and regulations;
the timing and extent of share repurchases; and
the ability to attract long-term capital with satisfactory terms.
Our primary capital needs are seasonal working capital obligations, debt repayment obligations and other general corporate
initiatives, including acquisitions, opening new sales centers, dividend payments and share repurchases. Our primary working
capital obligations are for the purchase of inventory, payroll, rent, other facility costs and selling and administrative expenses.
Our working capital obligations fluctuate during the year, driven primarily by seasonality and the timing of inventory
purchases. Our primary sources of working capital are cash from operations supplemented by bank borrowings, which have
historically been sufficient to support our growth and finance acquisitions. 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 capital structure, including a modest
amount of debt, and returning cash to our shareholders through dividends and share repurchases. Our specific priorities for the
use of cash are as follows:
•
•
•
•
•
capital expenditures primarily for maintenance and growth of our sales center structure, technology-related
investments and fleet vehicles;
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; and
repurchases of our common stock under our Board authorized share repurchase program.
Capital expenditures were 0.6% of net sales in 2020, 1.0% of net sales in 2019 and 1.1% of net sales in 2018. Capital
expenditures in 2020 were lower than our historical average due to cost-saving measures implemented at the beginning of the
COVID-19 pandemic. Over the last five years, capital expenditures have averaged roughly 1.0% of net sales.
Our capital spending primarily relates to leasehold improvements, delivery and service vehicles and information technology.
We focus our capital expenditure plans on the needs of our sales centers. For 2021, based on management’s current plans, we
project capital expenditures will continue to approximate the historical average.
As of December 31, 2020, our average total leverage ratio was 0.86, which was below our target range of between 1.5 and 2.0
and below our average total leverage ratio of 1.61 as of December 31, 2019. Our strong operating results and cash flow from
operations enabled us to reduce our debt balances in 2020. We expect our average total leverage ratio through the first half of
2021 will continue to be below our target range.
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 February 19, 2021, $172.0 million of the current Board authorized amount under our authorized share repurchase plan
remained available. We expect to repurchase additional shares in 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.
40
Sources and Uses of Cash
The following table summarizes our cash flows (in thousands):
Operating activities
Investing activities
Financing activities
Year Ended December 31,
$
2020
397,581
(146,289)
(244,371)
$
2019
298,776
(42,263)
(244,486)
Cash provided by operations of $397.6 million for 2020 increased $98.8 million compared to 2019, primarily reflecting the
$105.2 million improvement in net income.
Cash used in investing activities increased in 2020 due to an increase of $115.7 million in payments for acquisitions compared
to 2019, which was partially offset by an $11.7 million decrease in net capital expenditures between years.
Cash used in financing activities was $244.4 million in 2020, consistent with $244.5 million in 2019, which primarily reflects a
$59.6 million decrease in net debt payments, offset by additional share repurchases of $53.0 million and an increase in
dividends paid of $8.2 million.
For a discussion of our sources and uses of cash in 2018, see the Liquidity and Capital Resources – Sources and Uses of Cash
section of Management’s Discussion and Analysis included in Part II, Item 7 of our 2019 Annual Report on Form 10-K.
Future Sources and Uses of Cash
To supplement cash from operations as our primary source of working capital, we will continue to utilize our three major credit
facilities, which are the Amended and Restated Revolving Credit Facility (the Credit Facility), the Term Facility (the Term
Facility) and the Receivables Securitization Facility (the Receivables Facility). For additional details regarding these facilities,
see Note 5 of our “Notes to Consolidated Financial Statements,” included in Item 8 of this Form 10-K.
Revolving Credit Facility
Our Credit Facility provides for $750.0 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 $825.0 million. The Credit Facility matures on September 29,
2022. We intend to use the Credit Facility for general corporate purposes, for future share repurchases and to fund future
growth initiatives.
At December 31, 2020, there was $109.0 million outstanding, a $4.8 million standby letter of credit outstanding and $636.2
million available for borrowing under the Credit Facility. The weighted average effective interest rate for the Credit Facility as
of December 31, 2020 was approximately 1.2%, excluding commitment fees.
Term Facility
Our Term Facility provides for $185.0 million in borrowing capacity and matures on December 30, 2026. Proceeds from the
Term Facility were used to pay down the Credit Facility, adding capacity for future share repurchases, acquisitions and growth-
oriented working capital expansion. The Term Facility is repaid in quarterly installments of 1.250% of the Term Facility on the
last business day of each quarter beginning in the first quarter of 2020. We classify the entire outstanding balance as Long-term
debt on our Consolidated Balance Sheets as we intend and have the ability to refinance the obligations on a long-term basis.
The total of the quarterly payments will be equal to 33.75% of the Term Facility with the final principal repayment, equal to
66.25% of the Term Facility, due on the maturity date. We may prepay amounts outstanding under the Term Facility without
penalty other than interest breakage costs.
At December 31, 2020, the Term Facility had an outstanding balance of $175.8 million at a weighted average effective interest
rate of 2.7%.
41
Financial Covenants
Financial covenants of the Credit Facility and the Term 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 December 31, 2020, 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 December 31, 2020, our average total leverage ratio equaled 0.86
(compared to 1.61 as of December 31, 2019) and the TTM average total debt amount used in this calculation was
$439.3 million.
•
Minimum Fixed Charge Coverage Ratio. On the last day of each fiscal quarter, our fixed charge ratio must be greater
than or equal to 2.25 to 1.00. Fixed Charge Ratio is the ratio of the TTM EBITDAR divided by TTM Interest Expense
paid or payable in cash plus TTM Rental Expense (as those terms are defined in the Credit Facility). As of
December 31, 2020, our fixed charge ratio equaled 7.81 (compared to 5.38 as of December 31, 2019) and TTM Rental
Expense was $63.2 million.
The Credit Facility and the Term Facility also limit 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 and the Term 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 and the Term Facility, we may repurchase shares of our common stock provided no default or event of
default has occurred and is continuing, or would result from the repurchase of shares, and our maximum average total leverage
ratio (determined on a pro forma basis) is less than 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 and the Term Facility could result in higher interest rates on our
borrowings or the acceleration of the maturities of our outstanding debt.
Receivables Securitization Facility
Our two-year accounts receivable securitization facility (the Receivables Facility) offers us a lower-cost form of financing, with
a peak funding capacity of up to $295.0 million between May 1 and May 31, which includes an additional seasonal funding
capacity that is available between March 1 and July 31. Other funding capacities range from $120.0 million to $275.0 million
throughout the remaining months of the year. The Receivables Facility matures on November 1, 2021. We classify the entire
outstanding balance as Long-term debt on our Consolidated Balance Sheets as we intend and have the ability to refinance the
obligations on a long-term basis.
The Receivables Facility provides for the sale of certain of our receivables to a wholly-owned subsidiary (the Securitization
Subsidiary). The Securitization Subsidiary transfers variable undivided percentage interests in the receivables and related rights
to certain third-party financial institutions in exchange for cash proceeds, limited to the applicable funding capacities. Upon
payment of the receivables by customers, rather than remitting to the financial institutions the amounts collected, we retain such
collections as proceeds for the sale of new receivables until payments become due.
The Receivables Facility contains terms and conditions (including representations, covenants and conditions precedent)
customary for transactions of this type. Additionally, an amortization event will occur if we fail to maintain a maximum
average total leverage ratio (average total funded debt/EBITDA) of 3.25 to 1.00 and a minimum fixed charge coverage ratio
(EBITDAR/cash interest expense plus rental expense) of 2.25 to 1.00.
At December 31, 2020, there was $120.0 million outstanding under the Receivables Facility at a weighted average effective
interest rate of 0.9%, excluding commitment fees.
42
Interest Rate Swaps
We utilize interest rate swap contracts and forward-starting interest rate swap contracts to reduce our exposure to fluctuations in
variable interest rates for future interest payments on our variable rate borrowings. Interest expense related to the notional
amounts under all swap contracts is based on the fixed rates plus the applicable margin on the respective borrowings.
In 2020, we had one interest rate swap in place, which became effective on November 20, 2019 and terminated on November
20, 2020. This swap contract was previously forward-looking and converted the variable interest rate on our variable rate
borrowings to a fixed rate of 1.1425% on a notional amount of $150.0 million.
As of December 31, 2020, we had two interest rate swap contracts in place, which became effective on November 20, 2020 and
terminate on September 29, 2022. These swap contracts were previously forward-starting and convert the variable interest rates
on our variable rate borrowings to fixed interest rates of 2.0925% and 1.5500%, respectively, on notional amounts of $75.0
million each.
We have entered into forward-starting interest rate swap contracts to extend the hedged period for future interest payments on
our variable rate borrowings. These swap contracts will convert the variable interest rate to a fixed interest rate on our variable
rate borrowings.
The following table provides details related to each of our forward-starting interest rate swap contracts:
Derivative
Inception Date
Forward-starting interest rate swap 1 February 5, 2020
Forward-starting interest rate swap 2 March 9, 2020
Forward-starting interest rate swap 3 March 9, 2020
Effective Date
February 26,
2021
September 29,
2022
February 28,
2025
Termination
Date
February 28,
2025
February 26,
2027
February 26,
2027
Notional
Amount (in
millions)
$150.0
Fixed
Interest
Rate
1.3800%
$150.0
0.7400%
$150.0
0.8130%
Compliance and Future Availability
As of December 31, 2020, we were in compliance with all covenants and financial ratio requirements under our Credit Facility,
our Term Facility and our Receivables Facility. We believe we will remain in compliance with all covenants and financial ratio
requirements throughout 2021. For additional information regarding our debt arrangements, see Note 5 of “Notes to
Consolidated Financial Statements,” included in Item 8 of this Form 10-K.
43
Contractual Obligations
At December 31, 2020, our contractual obligations for long-term debt, operating leases and purchase obligations were as
follows (in thousands):
Long-term debt
Operating leases
Purchase obligations (1)
Total
416,643
223,715
106,357
746,715
$
$
Less than
1 year
$
$
141,119
56,443
36,369
233,931
Payments Due by Period
1-3 years
3-5 years
$
$
127,524
92,403
69,988
289,915
$
$
18,500
47,121
—
65,621
More than
5 years
$
$
129,500
27,748
—
157,248
(1) Purchase obligations include all legally binding contracts such as firm minimum commitments for inventory purchases and
software commitments. We issue inventory purchase orders in the normal course of business, which represent
authorizations to purchase that are cancellable by their terms. We do not consider purchase orders to be firm inventory
commitments; therefore, they are excluded from the table above.
The table below contains estimated interest payments (in thousands) related to our long-term debt obligations presented in the
table above. We calculated estimates of future interest payments based on the December 31, 2020 outstanding debt balances,
using the fixed rates under our interest rate swap agreements for the applicable notional amounts and the weighted average
effective interest rates as of December 31, 2020 for the remaining outstanding balances not covered by our swap contracts. To
project the estimated interest expense to coincide with the time periods used in the table above, we projected the estimated debt
balances for future years based on the scheduled maturity dates of the Credit Facility, the Term Facility and the Receivables
Facility. For certain of our contractual obligations, such as unrecognized tax benefits, uncertainties exist regarding the timing
of future payments and the amount by which these potential obligations will increase or decrease over time. As such, we have
excluded unrecognized tax benefits from our contractual obligations table. See Notes 5 and 7 of “Notes to Consolidated
Financial Statements,” included in Item 8 of this Form 10-K for additional discussion related to our debt and more information
related to our unrecognized tax benefits.
Estimated Interest Payments Due by Period
Total
Less than
1 year
1-3 years
3-5 years
More than
5 years
Interest
$
23,659
$
6,793
$
8,497
$
5,651
$
2,718
44
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risks, including interest rate risk and foreign currency risk. The adverse effects of potential changes
in these market risks are discussed below. The following discussion does not consider the effects of the reduced level of overall
economic activity that could exist following such changes. Further, in the event of changes of such magnitude, we would likely
take actions to mitigate our exposure to such changes.
Interest Rate Risk
Our earnings are exposed to changes in short-term interest rates because of the variable interest rates on our debt. However, we
have entered into interest rate swap contracts to reduce our exposure to market fluctuations. For information about our debt
arrangements and interest rate swaps, see Note 5 of “Notes to Consolidated Financial Statements,” included in Item 8 of this
Form 10‑K.
In 2020, there was no interest rate risk related to the notional amounts under our interest rate swap contracts. The portions of
our outstanding balances under the Credit Facility, Term Facility and the Receivables Facility that were not covered by our
interest rate swap contracts were subject to variable interest rates. To calculate the potential impact in 2020 related to interest
rate risk, we performed a sensitivity analysis assuming that we borrowed the maximum available amount under the Credit
Facility, excluding the accordion feature, and the off-season maximum amount available under the Receivables Facility. Our
Term Facility, entered into on December 30, 2019, was fully drawn as of that date. In this analysis, we assumed that the
variable interest rates for the Credit Facility and the Receivables Facility increased by 1.0%. Based on this calculation,
our pretax income would have decreased by approximately $7.8 million and earnings per share would have decreased by
approximately $0.14 per diluted share (based on the number of weighted average diluted shares outstanding for the year ended
December 31, 2020). The maximum amount available under the Credit Facility is $750.0 million, excluding the $75.0 million
accordion feature, and the maximum amount available under the Receivables Facility is $255.0 million, excluding the $40.0
million seasonal increase in capacity available from March 1 to July 31.
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.
Currency Risk
Changes in the exchange rates for the functional currencies of our international subsidiaries, as shown in the table below, may
positively or negatively impact our sales, operating expenses and earnings. Historically, we have not hedged our currency
exposure and fluctuations in exchange rates have not materially affected our operating results. While our international
operations accounted for only 9% of total net sales in 2020, our exposure to currency rate fluctuations could be material in 2021
and future years to the extent that either currency rate changes are significant or that our international operations comprise a
larger percentage of our consolidated results.
Functional Currencies
Canada
United Kingdom
Belgium
Croatia
France
Germany
Italy
Portugal
Spain
Mexico
Australia
Canadian Dollar
British Pound
Euro
Kuna
Euro
Euro
Euro
Euro
Euro
Mexican Peso
Australian Dollar
45
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Stockholders’ Equity
Notes to Consolidated Financial Statements
Page
47
49
50
51
52
53
54
46
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Pool Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Pool Corporation (the Company) as of December 31, 2020
and 2019, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for
each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the
“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects,
the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework), and our report dated February 25, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the account or disclosures to which it relates.
Valuation of Goodwill
Description of
the Matter
At December 31, 2020, the Company’s goodwill was $268.2 million. As discussed in Note
3 of the consolidated financial statements, goodwill is tested for impairment at least
annually at the reporting unit level. The Company’s goodwill is assigned to reporting units
as of the acquisition date.
Auditing management’s annual goodwill impairment test was complex and highly
judgmental due to the estimation required to determine the fair value of the reporting units.
In particular, the fair value estimate is sensitive to certain assumptions, such as changes in
the weighted average cost of capital, revenue growth rate, operating margin, and terminal
growth rate which are affected by expectations about future market or economic conditions.
47
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of
controls over the Company’s goodwill impairment review process, including controls over
management’s review of the significant assumptions described above.
To test the estimated fair value of the Company’s reporting units, we performed audit
procedures that included, among others, assessing methodologies and testing the significant
assumptions discussed above and the underlying data used by the Company in its analysis. We
compared the significant assumptions used by management to current industry and economic
trends and other relevant factors, such as historical results. We assessed the historical accuracy
of management’s estimates and performed sensitivity analyses of significant assumptions to
evaluate the changes in the fair value of the reporting units that would result from changes in
the assumptions. We also involved a specialist to assist in our evaluation of the valuation
methodology applied by the Company and the significant assumptions used in estimating the
fair value of the Company. In addition, we reviewed the allocation of the Company’s fair
value to its reporting units and the comparison of the Company’s fair value to its market
capitalization.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1994.
New Orleans, Louisiana
February 25, 2021
48
POOL CORPORATION
Consolidated Statements of Income
(In thousands, except per share data)
Net sales
Cost of sales
Gross profit
Selling and administrative expenses
Impairment of goodwill and other assets
Operating income
Interest and other non-operating expenses, net
Income before income taxes and equity earnings
Provision for income taxes
Equity earnings in unconsolidated investments, net
Net income
Earnings per share:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted
Year Ended December 31,
2019
$ 3,199,517
2,274,592
924,925
583,679
—
341,246
23,772
317,474
56,161
262
$ 261,575
2020
$ 3,936,623
2,805,721
1,130,902
659,931
6,944
464,027
12,353
451,674
85,231
295
$ 366,738
2018
$ 2,998,097
2,127,924
870,173
556,284
—
313,889
20,896
292,993
58,774
242
$ 234,461
$
$
9.14
8.97
$
$
6.57
6.40
$
$
5.82
5.62
40,106
40,865
39,833
40,865
40,311
41,693
Cash dividends declared per common share
$
2.29
$
2.10
$
1.72
The accompanying Notes are an integral part of these Consolidated Financial Statements.
49
POOL CORPORATION
Consolidated Statements of Comprehensive Income
(In thousands)
Net income
Other comprehensive (loss) income:
Foreign currency translation adjustments
Change in unrealized losses and gains on interest rate swaps,
net of the change in taxes of $2,957, $552 and $(425)
Total other comprehensive (loss) income
Comprehensive income
Year Ended December 31,
2019
$ 261,575
2018
$ 234,461
2020
$ 366,738
5,210
2,295
(4,945)
(8,870)
(3,660)
$ 363,078
(1,657)
638
$ 262,213
1,276
(3,669)
$ 230,792
The accompanying Notes are an integral part of the Consolidated Financial Statements.
50
POOL CORPORATION
Consolidated Balance Sheets
(In thousands, except share data)
Assets
Current assets:
Cash and cash equivalents
Receivables, net
Receivables pledged under receivables facility
Product inventories, net
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Goodwill
Other intangible assets, net
Equity interest investments
Operating lease assets
Other assets
Total assets
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable
Accrued expenses and other current liabilities
Short-term borrowings and current portion of long-term debt
Current operating lease liabilities
Total current liabilities
Deferred income taxes
Long-term debt, net
Other long-term liabilities
Non-current operating lease liabilities
Total liabilities
Stockholders’ equity:
Common stock, $0.001 par value; 100,000,000 shares authorized;
40,232,210 shares issued and outstanding at December 31, 2020 and
40,074,160 shares issued and outstanding at December 31, 2019
Additional paid-in capital
Retained earnings (deficit)
Accumulated other comprehensive loss
Total stockholders’ equity
Total liabilities and stockholders’ equity
December 31,
2020
2019
$
$
$
$
$
$
34,128
122,252
166,948
780,989
17,610
1,121,927
108,241
268,167
12,181
1,292
205,875
21,987
1,739,670
266,753
143,694
11,869
60,933
483,249
27,653
404,149
38,261
146,888
1,100,200
40
519,579
133,870
(14,019)
639,470
1,739,670
$
$
28,583
76,648
149,891
702,274
16,172
973,568
112,246
188,596
11,038
1,227
176,689
19,902
1,483,266
261,963
60,813
11,745
56,325
390,846
32,598
499,662
27,970
122,010
1,073,086
40
485,239
(64,740)
(10,359)
410,180
1,483,266
The accompanying Notes are an integral part of these Consolidated Financial Statements.
51
POOL CORPORATION
Consolidated Statements of Cash Flows
(In thousands)
Operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
Amortization
Share-based compensation
Provision for doubtful accounts receivable, net of write-offs
Provision for inventory obsolescence, net of write-offs
(Benefit) provision for deferred income taxes
Losses (gains) on sales of property and equipment
Equity earnings in unconsolidated investments, net
Net losses on foreign currency transactions
Impairment of goodwill and other assets
Other
Changes in operating assets and liabilities, net of effects of acquisitions:
Receivables
Product inventories
Prepaid expenses and other assets
Accounts payable
Accrued expenses and other current liabilities
Net cash provided by operating activities
Investing activities
Acquisition of businesses, net of cash acquired
Purchases of property and equipment, net of sale proceeds
Net cash used in investing activities
Financing activities
Proceeds from revolving line of credit
Payments on revolving line of credit
Proceeds from asset-backed financing
Payments on asset-backed financing
Proceeds from term facility
Payments on term facility
Proceeds from short-term borrowings and current portion of long-term debt
Payments on short-term borrowings and current portion of long-term debt
Payments of deferred financing costs
Payments on deferred and contingent acquisition consideration
Proceeds from stock issued under share-based compensation plans
Payments of cash dividends
Purchases of treasury stock
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year Ended December 31,
2019
2018
2020
$
366,738
$
261,575
$
234,461
27,967
1,431
14,516
(664)
2,362
(2,542)
38
(295)
1,748
6,944
410
(38,688)
(42,447)
(13,744)
(9,212)
83,019
397,581
(124,587)
(21,702)
(146,289)
27,885
1,389
13,472
(710)
1,310
3,723
(85)
(262)
1,347
—
3,313
(15,691)
(14,165)
(4,218)
16,860
3,033
298,776
(8,901)
(33,362)
(42,263)
1,053,968
(1,145,616)
326,700
(321,700)
—
(9,250)
13,822
(13,698)
(12)
(281)
19,824
(91,929)
(76,199)
(244,371)
(1,376)
5,545
28,583
34,128
$
1,066,529
(1,415,988)
189,000
(182,500)
185,000
—
30,863
(28,286)
(406)
(312)
18,574
(83,772)
(23,188)
(244,486)
198
12,225
16,358
28,583
$
$
26,122
1,793
12,874
2,286
1,462
4,661
(289)
(242)
560
—
808
(14,371)
(142,170)
1,018
(6,567)
(3,750)
118,656
(2,578)
(31,580)
(34,158)
1,138,195
(998,503)
198,400
(189,900)
—
—
17,127
(18,793)
(106)
(661)
13,569
(69,430)
(187,469)
(97,571)
(509)
(13,582)
29,940
16,358
The accompanying Notes are an integral part of these Consolidated Financial Statements.
52
POOL CORPORATION
Consolidated Statements of Changes in Stockholders’ Equity
(In thousands)
Common Stock
Additional
Paid-In
Retained
Earnings
Accumulated
Other
Comprehensive
Shares
Amount
Capital
(Deficit)
Loss
Total
Balance at December 31, 2017
40,212 $
40 $ 426,750 $ (196,316) $
(7,328) $
Net income
Foreign currency translation
Interest rate swaps, net of the change
in taxes of $(425)
Repurchases of common stock, net of
retirements
Share-based compensation
Issuance of stock under share-based
compensation plans
Declaration of cash dividends
—
—
—
(1,291)
—
585
—
Balance at December 31, 2018
39,506
Net income
Foreign currency translation
Interest rate swaps, net of the change
in taxes of $552
Repurchases of common stock, net of
retirements
Share-based compensation
Adoption of ASU 2016-02
Issuance of stock under share-based
compensation plans
Declaration of cash dividends
Balance at December 31, 2019
Net income
Foreign currency translation
Interest rate swaps, net of the change
in taxes of $2,957
Repurchases of common stock, net of
retirements
Share-based compensation
Issuance of stock under share-based
compensation plans
—
—
—
(155)
—
—
723
—
40,074
—
—
—
(401)
—
559
Declaration of cash dividends
Balance at December 31, 2020
—
40,232 $
—
—
—
—
—
—
—
40
—
—
—
—
—
—
—
—
40
—
—
—
—
—
—
—
—
—
—
12,874
13,569
234,461
—
—
(187,469)
—
—
—
(69,322)
—
—
—
—
13,472
—
18,574
—
485,239
—
—
—
—
14,516
19,824
261,575
—
—
(23,188)
—
(709)
—
(83,772)
(64,740)
366,738
—
—
(76,199)
—
—
—
40 $ 519,579 $ 133,870 $
(91,929)
—
—
(4,945)
223,146
234,461
(4,945)
1,276
1,276
—
—
—
—
—
2,295
(187,469)
12,874
13,569
(69,322)
223,590
261,575
2,295
(1,657)
(1,657)
—
—
—
—
—
(10,359)
—
5,210
(23,188)
13,472
(709)
18,574
(83,772)
410,180
366,738
5,210
(8,870)
(8,870)
—
—
—
—
(14,019) $
(76,199)
14,516
19,824
(91,929)
639,470
453,193
(218,646)
(10,997)
The accompanying Notes are an integral part of these Consolidated Financial Statements.
53
POOL CORPORATION
Notes to Consolidated Financial Statements
Note 1 - Organization and Summary of Significant Accounting Policies
Description of Business
As of December 31, 2020, Pool Corporation and our subsidiaries (the Company, which may be referred to as we, us or our)
operated 398 sales centers in North America, Europe and Australia from which we sell swimming pool supplies, equipment and
related leisure products, irrigation and landscape products and hardscape, tile and stone products to pool builders, retail stores,
service companies, landscape contractors and golf courses. We distribute products through four networks: SCP Distributors
(SCP), Superior Pool Products (Superior), Horizon Distributors (Horizon) and National Pool Tile (NPT).
Basis of Presentation and Principles of Consolidation
We prepared the Consolidated Financial Statements following U.S. generally accepted accounting principles (GAAP) and the
requirements of the Securities and Exchange Commission (SEC). The financial statements include all normal and recurring
adjustments that are necessary for a fair presentation of our financial position and operating results. The Consolidated Financial
Statements include the accounts of Pool Corporation and our subsidiaries. All of our subsidiaries are wholly owned. All
significant intercompany accounts and intercompany transactions have been eliminated.
Use of Estimates
To prepare financial statements that conform to GAAP, we make estimates and assumptions that affect the amounts reported in
our financial statements and accompanying notes. Our most significant estimates relate to the allowance for doubtful accounts,
inventory obsolescence reserves, vendor programs, income taxes, performance-based compensation accruals and goodwill
impairment evaluations. We continually review our estimates and make adjustments as necessary, but actual results could be
significantly different from what we expected when we made these estimates.
Newly Adopted Accounting Pronouncements
On January 1, 2020, we adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic
326): Measurement of Credit Losses on Financial Instruments, and all related amendments, which are codified into Accounting
Standards Codification (ASC) 326, using the cumulative-effect transition method related to our trade receivables. This new
standard changes the way companies evaluate credit losses for most financial assets and certain other instruments. For trade
and other receivables, held-to-maturity debt securities, loans and other instruments, entities are required to use a new forward-
looking “expected loss” model to evaluate impairment, potentially resulting in earlier recognition of allowances for losses. The
new standard also requires enhanced disclosures, including the requirement to disclose the information used to track credit
quality by year of origination for most financing receivables. The adoption of this standard did not have a material impact on
our financial position or results of operations, and we do not expect the adoption of this guidance to have a material effect on
our results of operations in future periods. As the impact from adoption was not material, we did not recognize an adjustment
to the beginning balance of retained earnings.
We adopted ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, for
our interim impairment tests performed in the period ended March 31, 2020. This new standard eliminated the requirement to
calculate the implied fair value of goodwill to measure a goodwill impairment charge (commonly referred to as Step 2 under the
previous guidance). Rather, the measurement of a goodwill impairment charge is based on the excess of a reporting unit’s
carrying value over its fair value (Step 1 under the previous guidance). The impact of the new standard is dependent on the
specific facts and circumstances of individual impairments, if any. The adoption of this guidance did not impact our results of
operations, statement of financial position or cash flows.
On January 1, 2020, we adopted ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, on a
prospective basis. This new standard aligns the requirements for capitalizing implementation costs incurred in a hosting
arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain
internal-use software and hosting arrangements that include an internal-use software license. The adoption of this guidance did
not materially impact our results of operations, statement of financial position or cash flows.
54
On January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842), and all the related amendments, which are codified into
ASC 842. The adoption of ASU 2016-02 significantly increased assets and liabilities on our Consolidated Balance Sheet as we
recorded a right-of-use asset and corresponding liability for each of our existing operating leases. We adopted this guidance
using the modified retrospective approach by recognizing a cumulative adjustment to retained earnings on the adoption date,
which was not material. Additionally, we elected to apply the practical expedient that allows us to exclude comparative
presentation; thus, we did not restate our prior period balance sheet to reflect the new guidance.
We recorded operating lease assets of approximately $175.7 million and operating lease liabilities of approximately $181.6
million as of January 1, 2019. To calculate the present value of our lease liabilities, we used the incremental borrowing rate on
December 31, 2018, for operating leases that commenced prior to that date. The difference between the operating lease assets
and operating lease liabilities primarily represents our straight-line rent liability of $5.1 million recorded under previous
accounting guidance. Under ASU 2016-02, this liability is considered a reduction of the operating lease asset. We recorded the
remaining difference between our operating lease assets and operating lease liabilities, net of the deferred tax impact, as an
adjustment to our retained deficit. Additionally, we reclassified prepaid rent of $4.9 million as of January 1, 2019 to our
operating lease asset resulting in a balance of $180.6 million as of the adoption date. The adoption of this guidance did not
materially impact our results of operations or cash flows. For additional information regarding our adoption of this guidance,
see Note 9.
On January 1, 2019, we adopted ASU 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting
for Hedging Activities. The new guidance eliminated the requirement to separately measure and report hedge ineffectiveness.
For qualifying cash flow and net investment hedges, the change in the fair value of the hedging instrument will be recorded in
Other Comprehensive Income (OCI), and amounts deferred in OCI will be reclassified to earnings in the same income
statement line item that is used to present the earnings effect of the hedged item. The adoption of this standard did not have a
material impact on our financial position and we do not expect a material impact in future periods.
Segment Reporting
Since all of our sales centers have similar operations and share similar economic characteristics, we aggregate our sales centers
into a single reportable segment. These similarities include (i) the nature of our products and services, (ii) the types of
customers we sell to and (iii) the distribution methods we use. Our chief operating decision maker (CODM) evaluates each
sales center based on individual performance that includes both financial and operational measures. These measures include
operating income growth and accounts receivable and inventory management criteria. Each sales center manager and eligible
field employee earns performance-based compensation based on these measures developed at the sales center level.
A bottom-up approach is used to develop the operating budget for each individual sales center. The CODM approves the
budget and routinely monitors budget to actual results for each sales center. Additionally, our CODM makes resource
allocation decisions primarily on a sales center-by-sales center basis. No single sales center meets any of the quantitative
thresholds (10% of revenues, profit or assets) for separately reporting information about an operating segment. We do not track
sales by product lines and product categories on a consolidated basis. We lack readily available financial information due to the
number of our product lines and product categories and the fact that we make ongoing changes to product classifications within
these groups, thus making it impracticable to report our sales by product category.
Seasonality and Weather
Our business is highly seasonal and weather is one of the principal external factors affecting our business. In general, sales and
net income are highest during the second and third quarters, which represent the peak months of swimming pool use, pool and
irrigation installation and remodeling and repair activities. Sales are substantially lower during the first and fourth quarters.
Revenue Recognition
Under ASC 606, we recognize a sale when a customer obtains control of the product, and we record the amount that reflects the
consideration we expect to receive in exchange for such product. We recognize a sale when a customer picks up product at any
sales center, when we deliver product to their premises or job sites via our trucks or when we present the product to a third-
party carrier. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to
determine the amount of revenue to recognize each period.
55
We consider our distribution of products to represent one reportable revenue stream. Our products are similar in nature, and our
revenue recognition policy is the same across our distribution networks. Our customers share similar characteristics and
purchase products across all categories. We recognize revenue when our customers take control of our products. We include
shipping and handling fees billed to customers as freight out income within net sales.
We measure revenue as the amount of consideration we expect to receive in exchange for transferring our products.
Consideration may vary due to volume incentives and expected customer returns. We offer volume incentives to some of our
customers and account for these incentives as a reduction of sales. We estimate the amount of volume incentives earned based
on our estimate of cumulative sales for the fiscal year relative to our customers’ progress toward achieving minimum purchase
requirements. We record customer returns, including those associated with customer early buy programs, as a reduction of
sales. Based on available information related to our customers’ returns, we record an allowance for estimated returns, which
historically has not been material. We regularly review our marketing programs, coupons and customary business practices to
determine if any variable consideration exists under ASC 606. Other items that we record as reductions to sales include cash
discounts, pricing adjustments and credit card fees related to customer payments.
The majority of our sales transactions do not contain additional performance obligations after delivery; therefore, we do not
have multiple performance obligations for which to allocate the transaction price. We recognize shipping and handling costs
associated with outbound freight in selling and administrative expenses.
We report sales net of tax amounts that we collect from our customers and remit to governmental authorities. These tax
amounts may include, but are not limited to, sales, use, value-added and some excise taxes.
Vendor Programs
Many of our arrangements with our vendors provide for us to receive specified amounts of consideration when we achieve any
of a number of measures. These measures are generally related to the volume level of purchases from our vendors, or our net
cost of products sold, and may include negotiated pricing arrangements. We account for vendor programs as a reduction of the
prices of the vendors’ products and as a reduction of inventory until we sell the products, at which time such considerations are
recognized as a reduction of Cost of sales on our Consolidated Statements of Income.
Throughout the year, we estimate the amount earned based on our expectation of total purchases for the fiscal year relative to
the purchase levels that mark our progress toward earning each program. We accrue vendor benefits on a monthly basis using
these estimates, provided that we determine they are probable and reasonably estimable. We continually revise these estimates
to reflect actual credits earned based on actual purchase levels and trends related to sales and purchasing mix. When we make
adjustments to our estimates, we determine whether any portion of the adjustment impacts the amount of vendor credits that are
deferred in inventory. We recognize changes in our estimates as a cumulative catch-up adjustment to the amounts recognized
to date in our Consolidated Financial Statements.
Shipping and Handling Costs
We record shipping and handling costs associated with inbound freight as cost of sales. The table below presents shipping and
handling costs associated with outbound freight, which we include in selling and administrative expenses (in thousands):
2020
2019
2018
$
59,224
$
51,580
$
48,610
Share-Based Compensation
We record share-based compensation for stock options and other share-based awards based on the estimated fair value as
measured on the grant date. For stock option awards, we use a Black-Scholes model for estimating the grant date fair value.
For additional discussion of share-based compensation, see Note 6.
56
Advertising Costs
We expense advertising costs when incurred. The table below presents advertising expense for the past three years
(in thousands):
Income Taxes
2020
2019
2018
$
6,755
$
7,842
$
7,390
We reduce federal and state income taxes payable by the tax benefits associated with the exercise of nonqualified stock options
and the lapse of restrictions on restricted stock awards. To the extent realized tax deductions exceed the amount of previously
recognized deferred tax benefits related to share-based compensation, we record an excess tax benefit. We record all excess tax
benefits as a component of income tax benefit or expense in the income statement in the period in which stock options are
exercised or restrictions on stock awards lapse.
We record Global Intangible Low Tax Income (GILTI) on foreign earnings as period costs if and when incurred, although we
have not realized any impacts since the enactment of U.S. tax reform enacted in December 2017.
For additional information regarding income taxes, see Note 7.
Equity Method Investments
We account for our 50% investment in Northpark Corporate Center, LLC (NCC) using the equity method of accounting.
Accordingly, we report our share of income or loss based on our ownership interest in this investment.
Earnings Per Share
We calculate basic earnings per share (EPS) by dividing Net income by the weighted average number of common shares
outstanding. Diluted EPS reflects the dilutive effects of potentially dilutive securities, which include in-the-money outstanding
stock options and shares to be purchased under our employee stock purchase plan. Using the treasury stock method, the effect
of dilutive securities includes these additional shares of common stock that would have been outstanding based on the
assumption that these potentially dilutive securities had been issued. For additional discussion of earnings per share, see
Note 8.
Foreign Currency
The functional currency of each of our foreign subsidiaries is its applicable local currency. We translate our foreign subsidiary
financial statements into U.S. dollars based on published exchange rates. We include these translation adjustments as a
component of Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. We include realized
transaction gains and losses that arise from exchange rate fluctuations in Interest and other non-operating expenses, net on the
Consolidated Statements of Income. We realized net foreign currency transaction losses of $1.7 million in 2020, $1.3 million
in 2019 and $0.6 million in 2018. In 2019, our net foreign currency transaction loss included a $0.9 million reclassification
from Accumulated other comprehensive loss related to the closing of our sales center in Colombia.
57
Fair Value Measurements
Our assets and liabilities that are measured at fair value on a recurring basis include the unrealized gains or losses on our
interest rate swap contracts and contingent consideration related to recent acquisitions. The three levels of the fair value
hierarchy under the accounting guidance are described below:
Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active
markets.
Level 2 Inputs to the valuation methodology include:
•
•
•
•
quoted prices for similar assets or liabilities in active markets;
quoted prices for identical or similar assets or liabilities in inactive markets;
inputs other than quoted prices that are observable for the asset or liability; or
inputs that are derived principally from or corroborated by observable market data by
correlation or other means.
Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
Recurring Fair Value Measurements
The table below presents the estimated 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 December 31,
2020
2019
Level 2
Unrealized gains on interest rate swaps
$
223
$
Unrealized losses on interest rate swaps
12,314
655
919
Level 3
Contingent consideration liabilities
$
1,343
$
703
We include unrealized gains in Prepaid expenses and other current assets and unrealized losses in Accrued expenses and other
current liabilities on the Consolidated Balance Sheets. As of December 31, 2020, our Consolidated Balance Sheets reflect $0.3
million in Accrued expenses and other current liabilities and $1.0 million in Other long-term liabilities related to our estimates
for contingent consideration payouts.
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).
For determining the fair value of our interest rate swap and forward-starting 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.
The carrying value of long-term debt approximates fair value (Level 3 inputs). Our determination of the estimated fair value
reflects a discounted cash flow model using our estimates, including assumptions related to borrowing rates (Level 3 inputs).
Nonrecurring Fair Value Measurements
In addition to our assets and liabilities that we measure at fair value on a recurring basis, our assets and liabilities are also
subject to nonrecurring fair value measurements. Generally, our assets are recorded at fair value on a nonrecurring basis as a
result of impairment charges.
58
In the first quarter of 2020, we recorded impairment charges of $6.9 million, which included non-cash goodwill and intangibles
impairment charges of $4.4 million, equal to the total goodwill and intangibles carrying amounts of our Australian reporting
units, and $2.5 million from a long-term note, as collectability was impacted by the COVID-19 pandemic. For additional
discussion of goodwill and intangibles impairment, see Note 3.
Derivatives and Hedging Activities
At inception, we formally designate and document our interest rate swap contracts that qualify for hedge accounting as cash
flow hedges of interest payments on variable rate borrowings. We formally assess, both at inception and at least quarterly,
whether the financial instruments used in hedging transactions are effective at offsetting changes in cash flows of the related
underlying exposure. To the extent our derivatives are effective in offsetting the variability of the hedged cash flows, we record
the changes in the estimated fair value of our interest rate swap contracts to Accumulated other comprehensive income (loss) on
the Consolidated Balance Sheets.
Our interest rate swap contracts 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.
We recognize any differences between the variable interest rate in effect and the fixed interest rate per our swap contracts as an
adjustment to interest expense over the life of the swaps.
For our 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 income (loss) to Interest and other non-operating expenses, net on the
Consolidated Statements of Income. These amounts were not material in any period presented. For additional discussion of
our interest rate swaps, see Note 5.
Cash Equivalents
We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash
equivalents.
Credit Risk and Allowance for Doubtful Accounts
We record trade receivables at the invoiced amounts less an allowance for doubtful accounts for estimated losses we may incur
if customers do not pay. We perform periodic credit evaluations of our customers and we typically do not require collateral.
Consistent with industry practices, we generally require payment from our North American customers within 30 days, except
for sales under early buy programs for which we provide extended payment terms to qualified customers.
Management estimates future losses based on historical bad debts, customer receivable balances, age of customer receivable
balances, customers’ financial conditions and current and forecasted economic trends, including certain trends in the housing
market, the availability of consumer credit and general economic conditions (as commonly measured by Gross Domestic
Product or GDP). We monitor housing market trends through review of the House Price Index as published by the Federal
Housing Finance Agency, which measures the movement of single-family house prices. At the end of each quarter, we perform
a reserve analysis of all accounts with balances greater than $20,000 that are more than 60 days past due. During the year, we
write off account balances when we have exhausted reasonable collection efforts and determined that the likelihood of
collection is remote. These write-offs are charged against our allowance for doubtful accounts.
The following table summarizes the changes in our allowance for doubtful accounts for the past three years (in thousands):
Balance at beginning of year
Bad debt expense
Write-offs, net of recoveries
Balance at end of year
2020
2019
2018
$
$
5,472
1,900
(2,564)
4,808
$
$
6,182
2,768
(3,478)
5,472
$
$
3,897
4,164
(1,879)
6,182
59
Product Inventories and Reserve for Inventory Obsolescence
Product inventories consist primarily of goods we purchase from manufacturers to sell to our customers. We record inventory
at the lower of cost, using the average cost method, or net realizable value. We establish our reserve for inventory obsolescence
based on inventory turns by class with particular emphasis on stock keeping units with the weakest sales over the expected
sellable period, which is the previous 12 months for most products. The reserve is intended to reflect the net realizable value of
inventory that we may not be able to sell at a profit.
In evaluating the adequacy of our reserve for inventory obsolescence, we consider a combination of factors including:
•
•
•
•
•
the level of inventory in relation to historical sales by product, including inventory usage by classification based on
product sales at both the sales center and on a company-wide basis;
changes in customer preferences or regulatory requirements;
seasonal fluctuations in inventory levels;
geographic location; and
superseded products and new product offerings.
We periodically adjust our reserve for inventory obsolescence as changes occur in the above-identified factors.
The following table summarizes the changes in our reserve for inventory obsolescence for the past three years (in thousands):
2020
2019
2018
Balance at beginning of year
$
Provision for inventory write-downs
Deduction for inventory write-offs
$
9,036
6,181
(3,819)
$
7,726
3,656
(2,346)
Balance at end of year
$
11,398
$
9,036
$
6,264
3,998
(2,536)
7,726
Property and Equipment
Property and equipment are stated at cost. We depreciate property and equipment on a straight-line basis over the following
estimated useful lives:
Buildings
Leasehold improvements (1)
Autos and trucks
Machinery and equipment
Computer equipment
Furniture and fixtures
40 years
1 - 10 years
3 - 6 years
3 - 15 years
3 - 7 years
5 - 10 years
(1)
For substantial improvements made near the end of a lease term where we are reasonably certain the lease will be
renewed, we amortize the leasehold improvement over the remaining life of the lease including the expected renewal
period.
The table below presents depreciation expense for the past three years (in thousands):
2020
2019
2018
$
27,967
$
27,885
$
26,122
Acquisitions
We use the acquisition method of accounting and recognize assets acquired and liabilities assumed at fair value as of the
acquisition date. Any contingent assets acquired and contingent liabilities assumed are also recognized at fair value if we can
reasonably estimate fair value during the measurement period (which cannot exceed one year from the acquisition date). We
re-measure any contingent liabilities at fair value in each subsequent reporting period. We expense all acquisition-related costs
as incurred, including any restructuring costs associated with a business combination.
60
If our initial acquisition accounting is incomplete by the end of the reporting period in which a business combination occurs, we
report provisional amounts for incomplete items. Once we obtain information required to finalize the accounting for
incomplete items, we adjust the provisional amounts recognized. We make adjustments to these provisional amounts during the
measurement period.
For all acquisitions, we include the results of operations in our Consolidated Financial Statements as of the acquisition date.
For additional discussion of acquisitions, see Note 2.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the amount we paid to acquire a company over the estimated fair value of tangible assets and
identifiable intangible assets acquired, less liabilities assumed. We test goodwill and other indefinite-lived intangible assets for
impairment annually as of October 1st and at any other time when impairment indicators exist.
We estimate fair value based on an income approach that incorporates our assumptions for determining the present value of
future cash flows. We project future cash flows using management’s assumptions for sales growth rates, operating margins,
discount rates and multiples. These assumptions are considered unobservable inputs (Level 3 inputs as defined in the
accounting guidance). To the extent the carrying value of a reporting unit is greater than its estimated fair value, we record a
goodwill impairment charge for the difference, up to the carrying value of the goodwill. We recognize any impairment loss in
operating income. Since we define an operating segment as an individual sales center and we do not have operations below the
sales center level, our reporting unit is an individual sales center. For additional discussion of goodwill and other intangible
assets, see Note 3.
Receivables Securitization Facility
Our accounts receivable 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.
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 on our Consolidated Balance Sheets as we intend and have the ability to refinance
the obligations on a long-term basis. We present the receivables that collateralize the cash proceeds separately as Receivables
pledged under receivables facility on our Consolidated Balance Sheets. For additional discussion of the Receivables Facility,
see Note 5.
Self-Insurance
We are self-insured for employee health benefits, workers’ compensation coverage, property and casualty, and automobile
insurance. To limit our exposure, we also maintain excess and aggregate liability coverage. We establish self-insurance
reserves based on estimates of claims incurred but not reported and information that we obtain from third-party service
providers regarding known claims. Our management reviews these reserves based on consideration of various factors,
including but not limited to the age of existing claims, estimated settlement amounts and other historical claims data.
Accumulated Other Comprehensive Loss
The table below presents the components of our Accumulated other comprehensive loss balance (in thousands):
Foreign currency translation adjustments
Unrealized losses on interest rate swaps, net of tax
Accumulated other comprehensive loss
December 31,
2020
2019
$
$
$
(4,917)
(9,102)
(14,019)
$
(10,127)
(232)
(10,359)
61
Retained Earnings
We account for the retirement of treasury share repurchases as an increase of our Retained earnings (deficit) on our
Consolidated Balance Sheets. As of December 31, 2020, the retained earnings reflects cumulative net income, the cumulative
impact of adjustments for changes in accounting pronouncements, treasury share retirements since the inception of our share
repurchase programs of $1.5 billion and cumulative dividends of $670.8 million.
Supplemental Cash Flow Information
The following table presents supplemental disclosures to the accompanying Consolidated Statements of Cash Flows (in
thousands):
Year Ended December 31,
2019
2018
2020
Cash paid during the year for:
Interest
Income taxes, net of refunds
$
8,257
81,792
$
20,960
51,076
$
17,796
50,091
Recent Accounting Pronouncements Pending Adoption
The following table summarizes the remaining recent accounting pronouncements that we plan to adopt in future periods:
Standard
ASU 2019-12, Income
Taxes (Topic 740),
Simplifying the
Accounting for Income
Taxes
ASU 2020-04,
Reference Rate Reform
(Topic 848),
Facilitation of the
Effects of Reference
Rate Reform on
Financial Reporting
Description
Simplifies the accounting for income taxes by
eliminating certain exceptions related to the
approach for intraperiod tax allocation, the
methodology for calculating income taxes in an
interim period and the recognition of deferred tax
liabilities for outside basis differences. Most
amendments are required to be applied on a
prospective basis, while certain amendments must
be applied on a retrospective or modified
retrospective basis.
Provides temporary optional guidance to ease the
potential burden in accounting for reference rate
reform. The new guidance provides optional
expedients and exceptions for applying generally
accepted accounting principles to transactions
affected by reference rate reform if certain criteria
are met. These transactions include: contract
modifications, hedging relationships, and sale or
transfer of debt securities classified as held-to-
maturity. Entities may apply the provisions of the
new standard as of the beginning of the reporting
period when the election is made.
Effective Date
Annual periods
beginning after
December 15, 2020
Effect on Financial
Statements and Other
Significant Matters
We do not expect that
there will be a material
impact to the financial
statements as a result
of adopting this ASU.
The provisions of this
update are only
available until
December 31, 2022,
when the reference rate
replacement activity is
expected to be
completed.
We are currently
evaluating the effect
this standard will have
on our financial
position, results of
operations and related
disclosures.
62
Note 2 - Acquisitions
2020 Acquisitions
In February 2020, we acquired the distribution assets of Master Tile Network LLC, a wholesale distributor of swimming pool
tile and hardscape products, adding two locations in Texas, one location in Nevada and one location in Oklahoma.
In September 2020, we acquired the distribution assets of Northeastern Swimming Pool Distributors, Inc., a wholesale
distributor of swimming pool equipment, chemicals and supplies, adding two locations in Ontario, Canada.
In October 2020, we acquired Jet Line Products, Inc., a wholesale distributor of swimming pool equipment, chemicals and
supplies, adding three locations in New Jersey, three locations in New York, two locations in Texas and one location in Florida.
In December 2020, we acquired TWC Distributors, Inc., a wholesale distributor of irrigation and landscape maintenance
products, adding nine locations in Florida and one in Georgia.
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.
2019 Acquisitions
In January 2019, we acquired the distribution assets of W.W. Adcock, Inc., a wholesale distributor of swimming pool products,
equipment, parts and supplies adding two locations in Pennsylvania, one location in North Carolina and one location in
Virginia.
We have completed our acquisition accounting for this acquisition. This acquisition did not have a material impact on our
financial position or results of operations.
2018 Acquisitions
In January 2018, we acquired the distribution assets of Tore Pty. Ltd. (doing business as Pool Power), a wholesale distributor of
pool and hot tub equipment in South Australia, with one distribution center in Adelaide, Australia.
In November 2018, we acquired the distribution assets of Turf & Garden, Inc., a wholesale distributor of irrigation products and
landscape maintenance equipment, parts and supplies with three locations in Virginia and one location in North Carolina.
We have completed our acquisition accounting for these acquisitions. These acquisitions did not have a material impact on our
financial position or results of operations, either individually or in the aggregate.
63
Note 3 - Goodwill and Other Intangible Assets
The table below presents changes in the carrying amount of goodwill and our accumulated impairment losses (in thousands):
Goodwill (gross) at December 31, 2018
$
Foreign currency translation adjustments
Goodwill (gross) at December 31, 2019
Accumulated impairment losses at December 31, 2018
Goodwill impairment
Accumulated impairment losses at December 31, 2019
198,351
124
198,475
(9,879)
—
(9,879)
Goodwill (net) at December 31, 2019
$
188,596
Goodwill (gross) at December 31, 2019
$
Acquired goodwill
Foreign currency translation adjustments
Goodwill (gross) at December 31, 2020
Accumulated impairment losses at December 31, 2019
Goodwill impairment
Accumulated impairment losses at December 31, 2020
198,475
82,497
584
281,556
(9,879)
(3,510)
(13,389)
Goodwill (net) at December 31, 2020
$
268,167
The determination of our reporting units’ goodwill and intangibles fair values includes numerous assumptions that are subject
to various risks and uncertainties. The principal assumptions, all of which are considered Level 3 inputs, used in our cash flow
analyses consisted of changes in market conditions, forecasted future operating results (including sales growth rates and
operating margins) and discount rates (including our weighted-average cost of capital).
In the first quarter of 2020, we determined certain impairment triggers for our Australian reporting units had occurred due to the
impact of the COVID-19 pandemic on expected future operating cash flows. We performed interim goodwill impairment
analyses, which included discounted cash flow analyses, and determined that the estimated fair values of our Australian
reporting units no longer exceeded their carrying values. In the period ended March 31, 2020, we recorded impairment equal to
the total goodwill and intangibles carrying amounts of our five Australian reporting units, which included goodwill impairment
of $3.5 million and intangibles impairment, related to the Pool Systems tradename and trademark, of $0.9 million. We recorded
these amounts in Impairment of goodwill and other assets on our Consolidated Statements of Income.
In October 2020 and October 2019, we performed our annual goodwill impairment test and did not record any goodwill
impairment at the reporting unit level. As of October 1, 2020, we had 226 reporting units with allocated goodwill
balances. The most significant goodwill balance for a reporting unit was $5.7 million and the average goodwill balance per
reporting unit was $0.9 million.
64
Other intangible assets consisted of the following (in thousands):
December 31,
2020
2019
Intangibles
Gross
Accumulated
Amortization
Intangibles
Net
Intangibles
Gross
Accumulated
Amortization
Intangibles
Net
Weighted
Average
Useful
Life
$
8,400
$
—
$
8,400
$
8,400
$
—
$
8,400
Indefinite
—
—
—
990
—
990
Indefinite
1,500
(962)
538
1,500
(887)
613
20
6,917
—
(3,674)
—
3,243
—
4,611
470
(3,576)
(470)
1,035
—
4.62
5
$
16,817
$
(4,636) $
12,181
$
15,971
$
(4,933) $
11,038
Horizon
tradename
Pool
Systems
tradename
and
trademarks
National
Pool Tile
(NPT)
tradename
Non-
compete
agreements
Patents
Total other
intangibles
The Horizon tradename has an indefinite useful life and is not subject to amortization. However, we evaluate the useful life of
this intangible asset and test for impairment annually. The NPT tradename and our non-compete agreements have finite useful
lives, and we amortize the estimated fair value of these agreements using the straight-line method over their respective useful
lives. We have not identified any indicators of impairment related to these assets. The useful lives for our non-compete
agreements are based on their contractual terms.
Other intangible amortization expense was $1.0 million in both 2020 and 2019 and $1.1 million in 2018.
The table below presents estimated amortization expense for other intangible assets for the next five years (in thousands):
$
2021
2022
2023
2024
2025
1,085
895
773
470
395
65
Note 4 - Details of Certain Balance Sheet Accounts
The table below presents additional information regarding certain balance sheet accounts (in thousands):
Receivables, net:
Trade accounts
Vendor programs
Other, net
Total receivables
Less: Allowance for doubtful accounts
Receivables, net
Prepaid expenses and other current assets:
Prepaid expenses
Other current assets
Prepaid expenses and other current assets
Property and equipment, net:
Land
Buildings
Leasehold improvements
Autos and trucks
Machinery and equipment
Computer equipment
Furniture and fixtures
Fixed assets in progress
Total property and equipment
Less: Accumulated depreciation
Property and equipment, net
Accrued expenses and other current liabilities:
Salaries and payroll deductions
Performance-based compensation
Taxes payable
Unrealized losses on interest rate swaps
Other current liabilities
$
$
$
$
$
$
$
Accrued expenses and other current liabilities
$
December 31,
2020
2019
33,553
90,988
2,519
127,060
(4,808)
122,252
16,401
1,209
17,610
3,608
7,348
54,300
95,667
73,353
29,935
9,448
4,608
278,267
(170,026)
108,241
24,930
59,897
20,676
12,314
25,877
143,694
$
$
$
$
$
$
$
$
18,455
59,228
4,437
82,120
(5,472)
76,648
14,568
1,604
16,172
3,608
7,132
50,165
89,052
69,027
43,001
9,886
1,761
273,632
(161,386)
112,246
13,688
22,907
9,814
919
13,485
60,813
66
Note 5 - Debt
The table below presents the components of our debt (in thousands):
Variable rate debt
Short-term borrowings
Current portion of long-term debt:
Australian credit facility
Short-term borrowings and current portion of long-term debt
Long-term portion:
Revolving credit facility
Term facility
Receivables securitization facility
Less: financing costs, net
Long-term debt, net
Total debt
December 31,
2020
2019
$
—
$
1,647
11,869
11,869
10,098
11,745
109,024
175,750
120,000
625
404,149
416,018
$
200,673
185,000
115,000
1,011
499,662
511,407
$
Revolving Credit Facility
On September 29, 2017, we, along with our wholly owned subsidiaries, SCP Distributors Canada Inc., as the Canadian
Borrower, and SCP Pool B.V., as the Dutch Borrower, amended and restated our unsecured syndicated senior credit facility (the
Credit Facility). The Credit Facility borrowing capacity increased to $750.0 million from $465.0 million under a five-year
revolving credit facility. We also extended the maturity date of the agreement to September 29, 2022. As amended on
November 7, 2019, SCP Pool B.V. was removed as the Dutch Borrower and replaced with SCP International, Inc. as the Euro
Borrower.
The Credit Facility 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 $825.0 million.
Our obligations under the Credit Facility are guaranteed by substantially all of our existing and future direct and indirect
domestic subsidiaries. The Credit Facility contains terms and provisions (including representations, covenants and conditions)
and events of default customary for transactions of this type. If we default under the Credit Facility, the lenders may terminate
their commitments under the Credit Facility and may require us to repay all amounts.
At December 31, 2020, there was $109.0 million outstanding, a $4.8 million standby letter of credit outstanding and $636.2
million available for borrowing under the Credit Facility. The weighted average effective interest rate for the Credit Facility as
of December 31, 2020 was approximately 1.2%, excluding commitment fees.
Revolving borrowings under the Credit Facility bear interest, at our option, at either of the following and, in each case, plus an
applicable margin:
a.
a base rate, which is the highest of (i) the Wells Fargo Bank, National Association prime rate, (ii) the Federal Funds
Rate plus 0.500% and (iii) the London Interbank Offered Rate (LIBOR) Market Index Rate plus 1.000%; or
b.
LIBOR.
Borrowings by the Canadian Borrower bear interest, at the Canadian Borrower’s option, at either of the following and, in each
case, plus an applicable margin:
a.
a base rate, which is the greatest of (i) the Canadian Reference Bank prime rate and (ii) the annual rate of interest equal
to the sum of the Canadian Dealer Offered Rate (CDOR) plus 1.000%; or
b.
CDOR.
67
Borrowings by the Euro Borrower bear interest at LIBOR plus an applicable margin.
The interest rate margins on the borrowings and letters of credit are based on our leverage ratio and will range from 1.025% to
1.425% on CDOR, LIBOR and swingline loans, and from 0.025% to 0.425% on Base Rate and Canadian Base Rate
loans. Borrowings under the swingline loans are based on the LIBOR Market Index Rate (LMIR) plus any applicable
margin. We are also required to pay an annual facility fee ranging from 0.100% to 0.200%, depending on our leverage ratio.
Term Facility
On December 30, 2019, we along with certain of our subsidiaries entered into a $185.0 million term facility (the Term Facility)
with Bank of America, N.A. The Term Facility matures on December 30, 2026. Proceeds from the Term Facility were used to
pay down the company's revolving credit facility, adding capacity for future share repurchases, acquisitions and growth-
oriented working capital expansion.
The Term Facility is repaid in quarterly installments of 1.250% of the Term Facility on the last business day of each quarter
beginning in the first quarter of 2020. We classify the entire outstanding balance as Long-term debt on our Consolidated
Balance Sheets as we intend and have the ability to refinance the obligations on a long-term basis. The total of the quarterly
payments will be equal to 33.75% of the Term Facility with the final principal repayment, equal to 66.25% of the Term Facility,
due on the maturity date.
Our obligations under the Term Facility are guaranteed by substantially all of our existing and future domestic subsidiaries.
The Term Facility contains terms and provisions (including representations, covenants and conditions) customary for
transactions of this type. If we default under the Term Facility, the lenders may terminate their commitments under the Term
Facility and may require us to repay all amounts.
At December 31, 2020, the Term Facility had an outstanding balance of $175.8 million at a weighted average effective interest
rate of 2.7%.
Borrowings under the Term Facility bear interest, at our option, at either of the following and, in each case, plus an applicable
margin:
a.
b.
a base rate, which is the greatest of (i) the rate per annum equal to the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of
New York on the business day next succeeding such day plus one-half of one percent (0.50%), (ii) the rate of interest
in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” or (iii) the
Eurodollar Rate (defined below) plus one percent (1.00%); or
the Eurodollar Rate, which is the rate per annum equal to the LIBOR as administered by the ICE Benchmark
Administration (or any successor administrator), as published on the applicable Bloomberg screen page with a term
equivalent to the applicable interest period.
The interest rate margins on the borrowings are based on our leverage ratio and will range from 1.125% to 1.625% on
Eurodollar Rate borrowings and 0.125% to 0.625% on Base Rate borrowings.
Receivables Securitization Facility
On November 1, 2019, we and certain of our subsidiaries entered into an amendment of our two-year accounts receivable
securitization facility (the Receivables Facility). As amended, the Receivables Facility has a peak seasonal funding capacity of
up to $295.0 million for the month of May, which includes an additional seasonal funding capacity that is available between
March 1 and July 31. Other funding capacities range from $120.0 million to $275.0 million throughout the remaining months
of the year. The Receivables Facility matures on November 1, 2021. We classify the entire outstanding balance as Long-term
debt on our Consolidated Balance Sheets as we intend and have the ability to refinance the obligations on a long-term basis.
The Receivables Facility provides for the sale of certain of our receivables to a wholly owned subsidiary (the Securitization
Subsidiary). The Securitization Subsidiary transfers variable undivided percentage interests in the receivables and related rights
to certain third-party financial institutions in exchange for cash proceeds, limited to the applicable funding capacities. Upon
payment of the receivables by customers, rather than remitting to the financial institutions the amounts collected, we retain such
collections as proceeds for the sale of new receivables until payments become due to the financial institutions.
68
The Receivables Facility is subject to terms and conditions (including representations, covenants and conditions precedent)
customary for transactions of this type. Failure to maintain certain ratios or meet certain of these covenants could trigger an
amortization event.
At December 31, 2020, there was $120.0 million outstanding under the Receivables Facility at a weighted average effective
interest rate of 0.9%, excluding commitment fees.
Depending on the funding source used by the financial institutions to purchase the receivables, amounts outstanding under the
Receivables Facility bear interest at one of the following and, in each case, plus an applicable margin of 0.75%:
a.
b.
for financial institutions using the commercial paper market, commercial paper rates based on the applicable variable
rates in the commercial paper market at the time of issuance; or
for financial institutions not using the commercial paper market, LMIR.
We also pay an unused fee of 0.35% on the excess of the facility limit over the average daily capital outstanding. We pay this
fee monthly in arrears.
Australian Seasonal Credit Facility
In the second quarter of 2017, Pool Systems Pty. Ltd. (PSL) entered into a credit facility to fund expansion and supplement
working capital needs. The credit facility provides a borrowing capacity of AU$20.0 million.
Cash Pooling Arrangement
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. We also pay a commitment fee on the average outstanding balance. This fee is paid annually
in advance. Our borrowing capacity is €12.0 million.
Maturities of Long-Term Debt
The table below presents maturities of long-term debt, excluding unamortized deferred financing costs, for the next five years
(in thousands):
2021
2022
2023
2024
2025
$ 141,119
118,274
9,250
9,250
9,250
Interest Rate Swaps
In 2020, we had one interest rate swap contract in place, which became effective on November 20, 2019 and terminated on
November 20, 2020. This swap contract was previously forward-starting and converted the variable interest rate to a fixed
interest rate on our variable rate borrowings. Interest expense related to the notional amount under this swap contract was based
on the fixed rate plus the applicable margin on our variable rate borrowings.
The following table provides additional details related to this swap contract:
Derivative
Interest rate swap 1
Inception Date Effective Date
November 20,
2019
July 6, 2016
Termination
Date
November 20,
2020
Notional
Amount
(in millions)
$150.0
Fixed
Interest
Rate
1.1425%
69
We currently have two interest rate swaps in place, which became effective on November 20, 2020 and terminate on
September 29, 2022. These swap contracts were previously forward-starting and convert the variable interest rate to fixed
interest rates on our variable rate borrowings. Interest expense related to the notional amounts under these swap contracts is
based on the fixed rates plus the applicable margin on our variable rate borrowings. Changes in the estimated fair value of these
interest rate swap contracts are recorded to Accumulated other comprehensive loss on the Consolidated Balance Sheets.
The following table provides additional details related to these swap contracts:
Derivative
Interest Rate Swap 2
Interest Rate Swap 3
May 7, 2019
Inception Date Effective Date
November 20,
2020
November 20,
2020
July 25, 2019
Termination
Date
September 29,
2022
September 29,
2022
Notional
Amount
(in millions)
$75.0
Fixed
Interest
Rate
2.0925%
$75.0
1.5500%
We have entered into additional forward-starting interest rate swap contracts to extend the hedged period for future interest
payments on our variable rate borrowings. These swap contracts will convert the variable interest rate to a fixed interest rate on
our variable rate borrowings.
The following table provides details related to each of our forward-starting interest rate swap contracts:
Derivative
Forward-Starting Interest Rate Swap 1
Forward-Starting Interest Rate Swap 2 March 9, 2020
Forward-Starting Interest Rate Swap 3 March 9, 2020
February 5,
2020
Inception Date Effective Date
February 26,
2021
September 29,
2022
February 28,
2025
Termination
Date
February 28,
2025
February 26,
2027
February 26,
2027
Notional
Amount
(in millions)
$150.0
Fixed
Interest
Rate
1.3800%
$150.0
0.7400%
$150.0
0.8130%
The net difference between interest paid and interest received related to our swap agreements resulted in an incremental interest
expense of $0.9 million in 2020, a benefit of $0.3 million in 2019 and an expense of $0.3 million in 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.
We previously had three interest rate swap contracts which became effective on October 19, 2016 and terminated on November
20, 2019. These swaps were previously forward-starting contracts that were amended in October 2015 to bring the fixed rates
per our forward-starting contracts in line with market rates at that time and extend the hedged period for future interest
payments on our variable rate borrowings. Upon amendment of the original hedge agreements, we were required to freeze the
amounts related to the changes in the fair values of these swaps, which were recorded in Accumulated other comprehensive
loss. These balances became fully amortized in 2018, and we recorded expense of $1.4 million in 2018 as amortization of the
unrealized loss in Interest and other non-operating expenses, net. We recognized expense of $0.5 million in 2019 and a benefit
of $1.2 million in 2018 as a result of ineffectiveness. We recorded these amounts in Interest and other non-operating expenses,
net on our Consolidated Statements of Income.
70
Financial and Other Covenants
Financial covenants of the Credit Facility, Term Facility and Receivables Facility are closely aligned and include a minimum
fixed charge coverage ratio and maintenance of a maximum average total leverage ratio, which are our most restrictive
covenants. The Credit Facility and the Term Facility also limit 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 and the Term 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 and the Term Facility, we may repurchase shares of our common stock provided no default or event of
default has occurred and is continuing, or would result from the repurchase of shares, and our maximum average total leverage
ratio (determined on a pro forma basis) is less than 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 and Term Facility could result in penalty payments, higher interest
rates on our borrowings or the acceleration of the maturities of our outstanding debt.
As of December 31, 2020, we were in compliance with all covenants and financial ratio requirements related to the
Credit Facility, the Term Facility and the Receivables Facility.
Deferred Financing Costs
We capitalize financing costs we incur related to implementing and amending our debt arrangements. We record these costs as
a reduction of Long-term debt, net on our Consolidated Balance Sheets and amortize them over the contractual life of the
related debt arrangements. The table below summarizes changes in deferred financing costs for the past two years (in
thousands):
December 31,
2020
2019
Deferred financing costs:
Balance at beginning of year
Financing costs deferred
Balance at end of year
Less: Accumulated amortization
$
5,118
$
12
5,130
(4,505)
Deferred financing costs, net of accumulated amortization
$
625
$
4,712
406
5,118
(4,107)
1,011
71
Note 6 - Share-Based Compensation
Share-Based Plans
Current Plan
In May 2007, our shareholders approved the 2007 Long-Term Incentive Plan (the 2007 LTIP), which authorizes the
Compensation Committee of our Board of Directors (the Board) to grant non-qualified stock options and restricted stock
In May 2016, our shareholders approved an amendment and
awards to employees, directors, consultants or advisors.
restatement of the 2007 Long-Term Incentive Plan (the Amended 2007 LTIP) and increased the number of shares that may be
issued to a total of 9,315,000 shares. As of December 31, 2020, we had 4,189,438 shares available for future issuance including
971,975 shares that may be issued as restricted stock.
Stock options granted under the Amended 2007 LTIP have an exercise price equal to our stock’s closing market price on the
grant date and expire ten years from the grant date. Restricted stock awards granted under the Amended 2007 LTIP are issued
at no cost to the grantee. Both stock options and restricted stock awards vest over time depending on an employee’s length of
service with the company. Share-based awards to our employees generally vest either five years from the grant date or on a
three/five year split vest schedule, where half of the awards vest three years from the grant date and the remainder of the awards
vest five years from the grant date. Share-based awards to our non-employee directors vest one year from the grant date.
Beginning with 2016 grants, certain restricted stock awards to our employees contain performance-based criteria in addition to
the service-based vesting criteria described above. The awards provide for a three-year performance period for the metric to be
achieved. If the performance metric fails to be met, it may be extended by one or two years; however, if it is not met by the end
of the extended performance period, then all shares of performance-based restricted stock will be immediately forfeited and
canceled. For each of the performance-based grants from 2016 through 2018, we achieved the performance condition in the
initial three-year performance period. For the performance-based grants in 2019 and 2020, we have concluded that the
performance condition is probable to be attained in the initial three-year performance period.
Stock Option Awards
The following table summarizes stock option activity under our share-based plans for the year ended December 31, 2020:
Balance at December 31, 2019
Granted
Less: Exercised
Forfeited
Balance at December 31, 2020
Shares
1,302,051
67,869
482,361
3,500
884,059
Exercisable at December 31, 2020
532,114
Weighted
Average
Exercise
Price
Weighted Average
Remaining
Contractual Term
(Years)
Aggregate
Intrinsic
Value
$
$
$
64.46
219.95
36.61
90.70
91.49
58.37
4.66
3.04
$ 248,430,030
$ 167,153,553
The following table presents information about stock options outstanding and exercisable at December 31, 2020:
Range of Exercise
Prices
$ 24.50 to $ 58.26
$ 58.27 to $ 117.04
$ 117.05 to $ 220.01
Shares
343,143
325,422
215,494
884,059
Exercisable
Stock Options
Weighted
Average
Exercise
Price
Shares
343,143
$
188,971
—
45.98
80.86
—
Weighted
Average
Exercise
Price
$
45.98
87.17
170.48
$
91.49
532,114
$
58.37
Outstanding
Stock Options
Weighted Average
Remaining
Contractual Term
(Years)
2.09
5.10
8.09
4.66
72
The following table summarizes the cash proceeds and tax benefits realized from the exercise of stock options:
(in thousands, except share amounts)
Options exercised
Cash proceeds
Intrinsic value of options exercised
Tax benefits realized
Year Ended December 31,
2020
482,361
$
17,657
$ 116,794
29,199
$
2019
640,475
16,839
97,007
24,252
$
$
$
2018
491,448
11,779
61,469
15,367
$
$
$
We estimated the fair value of employee stock option awards at the grant date based on the assumptions summarized in the
following table:
(Weighted average)
Expected volatility
Expected term
Risk-free interest rate
Expected dividend yield
Grant date fair value
2020
20.7 %
Year Ended December 31,
2019
21.4 %
2018
23.7 %
6.8 years
7.0 years
7.3 years
1.22 %
1.3 %
42.52
$
2.52 %
1.3 %
37.75
$
2.87 %
1.5 %
35.71
$
We calculated expected volatility over the expected term of the awards based on the historical volatility of our common
stock. We use weekly price observations for our historical volatility calculation because we believe this provides the most
appropriate measurement of volatility given the trading patterns of our common stock. We estimated the expected term based
on the vesting period of the awards and our historical exercise activity for awards with similar characteristics. In 2018, the
weighted average expected term is impacted by a higher expected term estimate for stock option awards granted to our named
executive officers. There were no stock option awards granted to named executive officers in 2019 or 2020. The risk-free
interest rate is based on the U.S. Treasury zero-coupon issues with a remaining term approximating the expected term of the
option. We determined the expected dividend yield based on the dividends we anticipate paying over the expected term.
For purposes of recognizing share-based compensation expense, we ratably expense the estimated fair value of employee stock
options over the options’ requisite service period. The requisite service period for our share-based awards is either the vesting
period, or if shorter, the period from the grant date to the date the employee becomes eligible to retire under our share-based
award agreements. We recognize compensation cost for awards with graded vesting using the graded vesting recognition
method.
The following table presents the total share-based compensation expense for stock option awards for the past three years (in
thousands):
Option grants share-based compensation expense
Option grants share-based compensation tax benefits
$
$
2,842
710
$
3,021
755
3,218
805
2020
2019
2018
At December 31, 2020,
million. We anticipate recognizing this expense over a weighted average period of 2.6 years.
the unamortized compensation expense related
to stock option awards
totaled $2.8
73
Restricted Stock Awards
The table below presents restricted stock award activity under our share-based plans for the year ended December 31, 2020:
Balance unvested at December 31, 2019
Granted (at market price) (1)
Less: Vested
Forfeited
Balance unvested at December 31, 2020
Weighted
Average
Grant Date
Fair Value
123.13
$
225.14
100.16
87.29
153.12
$
Shares
303,304
66,309
77,294
615
291,704
(1) The majority of these shares contain performance-based vesting conditions.
At December 31, 2020,
$12.7 million. We anticipate recognizing this expense over a weighted average period of 2.9 years.
the unamortized compensation expense related
to
the restricted stock awards
totaled
The table below presents the total number of restricted stock awards that vested for the past three years and the related fair
value of those awards (in thousands, except share amounts):
Restricted stock awards - shares vested
Fair value of restricted stock awards vested
77,294
16,813
$
75,143
12,316
$
68,149
9,642
$
2020
2019
2018
The following table presents the total share-based compensation expense for restricted stock awards for the past three years
(in thousands):
Restricted stock awards share-based compensation expense
$
10,965
$
10,026
$
9,151
2020
2019
2018
Employee Stock Purchase Plan
In March 1998, the Board adopted the SCP Pool Corporation Employee Stock Purchase Plan (the ESPP). Under the ESPP,
employees who meet minimum age and length of service requirements may purchase stock at 85% of the lower of:
a.
b.
as amended in May 2016, the closing price of our common stock at the end of a six month plan period ending either
July 31 or January 31; or
the average of the beginning and ending closing prices of our common stock for such six month period.
No more than 956,250 shares of our common stock may be issued under the ESPP. For the two six month offering periods in
each of the last three years, our employees purchased the following aggregate number of shares:
2020
2019
2018
10,929
12,716
15,966
The grant date fair value for the most recent ESPP purchase period ended July 31, 2020 was $88.21 per share. Share-based
compensation expense related to our ESPP was $0.7 million in 2020, $0.4 million in 2019 and $0.5 million in 2018.
74
Note 7 - Income Taxes
We reduce federal and state income taxes payable by the tax benefits associated with the exercise of deductible nonqualified
stock options and the lapse of restrictions on deductible restricted stock awards. To the extent realized tax deductions exceed
the amount of previously recognized deferred tax benefits related to share-based compensation, we record an excess tax benefit.
We record all excess tax benefits or deficiencies as income tax benefit or expense in the income statement. We recorded excess
tax benefits of $28.6 million to our income tax provision in 2020, $23.5 million in 2019 and $15.3 million in 2018.
Income before income taxes and equity earnings is attributable to the following jurisdictions (in thousands):
United States
Foreign
Total
Year Ended December 31,
2019
$ 304,259
13,215
$ 317,474
2018
$ 278,311
14,682
$ 292,993
2020
$ 428,857
22,817
$ 451,674
The provision for income taxes consisted of the following (in thousands):
Year Ended December 31,
2019
2018
2020
Current:
Federal
State and other
Total current provision for income taxes
$
67,093
20,680
87,773
$
35,270
17,168
52,438
$
39,504
14,609
54,113
Deferred:
Federal
State and other
Total deferred provision for income taxes
Provision for income taxes
$
(1,298)
(1,244)
(2,542)
85,231
$
4,154
(431)
3,723
56,161
$
4,676
(15)
4,661
58,774
A reconciliation of the U.S. federal statutory tax rate to our effective tax rate on Income before income taxes and equity
earnings is as follows:
Federal statutory rate
Change in valuation allowance
Stock-based compensation
Other, primarily state income tax rate
Total effective tax rate
Year Ended December 31,
2020
21.00 %
(0.22)
(6.34)
4.43
18.87 %
2019
2018
21.00 %
0.10
(7.40)
3.99
17.69 %
21.00 %
(0.13)
(5.23)
4.42
20.06 %
75
The table below presents the components of our deferred tax assets and liabilities (in thousands):
Deferred tax assets:
Product inventories
Accrued expenses
Leases
Share-based compensation
Uncertain tax positions
Net operating losses
Interest rate swaps
Other
Total non-current
Less: Valuation allowance
Component reclassified for net presentation
Total non-current, net
Total deferred tax assets
Deferred tax liabilities:
Trade discounts on purchases
Prepaid expenses
Leases
Intangible assets, primarily goodwill
Depreciation
Total non-current
Component reclassified for net presentation
Total non-current, net
December 31,
2020
2019
$
6,110
4,101
50,301
8,730
3,266
3,829
3,023
3,628
82,988
(3,166)
(78,542)
1,280
1,280
2,218
3,379
49,004
34,244
17,350
106,195
(78,542)
27,653
$
5,740
927
42,698
9,245
2,852
4,807
66
2,889
69,224
(4,794)
(63,699)
731
731
2,326
2,821
41,418
32,331
17,401
96,297
(63,699)
32,598
Total deferred tax liabilities
27,653
32,598
Net deferred tax liability
$
26,373
$
31,867
At December 31, 2020, certain of our international subsidiaries had tax loss carryforwards totaling approximately $13.6 million,
which expire in various years after 2021. Deferred tax assets related to the tax loss carryforwards of these international
subsidiaries were $3.8 million as of December 31, 2020 and $4.8 million as of December 31, 2019. We have recorded a
corresponding valuation allowance of $2.9 million and $4.6 million in the respective years.
As of December 31, 2020, United States income taxes were not provided on earnings or cash balances of our foreign
subsidiaries, outside of the provisions of the transition tax from U.S. tax reform enacted in December 2017. As we have
historically invested or expect to invest the undistributed earnings indefinitely to fund current cash flow needs in the countries
where held, additional income tax provisions may be required. Determining the amount of unrecognized deferred tax liability
on these undistributed earnings and cash balances is not practicable due to the complexity of tax laws and regulations and the
varying circumstances, tax treatments and timing of any future repatriation.
76
The following table summarizes the activity related to uncertain tax positions for the past three years (in thousands):
Balance at beginning of year
Increases for tax positions taken during a prior period
Increases for tax positions taken during the current period
Decreases resulting from the expiration of the statute of limitations
Decreases relating to settlements
Balance at end of year
2020
$ 13,582
1,363
2,721
2,113
—
$ 15,553
2019
$ 12,179
771
2,354
1,390
332
$ 13,582
2018
$
9,937
76
3,809
1,603
40
$ 12,179
The total amount of unrecognized tax benefits that, if recognized, would decrease the effective tax rate was $12.3 million at
December 31, 2020 and $10.7 million at December 31, 2019.
We record interest expense related to unrecognized tax benefits in Interest and other non-operating expenses, net, while we
record related penalties in Selling and administrative expenses on our Consolidated Statements of Income. For unrecognized
tax benefits, we had interest expense of $1.0 million in 2020, $0.6 million in 2019 and $0.2 million in 2018. Accrued interest
related to unrecognized tax benefits was approximately $2.7 million at December 31, 2020 and $1.7 million at December 31,
2019.
We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. With few exceptions, we
are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before
2017.
Note 8 - Earnings Per Share
The table below presents the computation of earnings per share, including the reconciliation of basic and diluted weighted
average shares outstanding (in thousands, except per share data):
Net income
Weighted average shares outstanding:
Basic
Effect of dilutive securities:
Stock options and employee stock purchase plan
Diluted
Earnings per share:
Basic
Diluted
Year Ended December 31,
2020
2019
2018
$ 366,738
$ 261,575
$ 234,461
40,106
39,833
40,311
759
40,865
1,032
40,865
1,382
41,693
$
$
9.14
8.97
$
$
6.57
6.40
$
$
5.82
5.62
Anti-dilutive stock options excluded from diluted earnings per share
computations (1)
—
—
—
(1)
Since these options have exercise prices that are higher than the average market prices of our common stock, including
them in the calculation would have an anti-dilutive effect on earnings per share.
77
Note 9 - Commitments and Contingencies
Commitments
We lease facilities for our corporate and administrative offices, sales centers and centralized shipping locations under operating
leases that expire in various years through 2035. Most of our leases contain five-year terms with renewal options that allow us
to extend the lease term beyond the initial period, subject to terms agreed upon at lease inception. Based on our leasing
practices and contract negotiations, we determined that we are not reasonably certain to exercise the renewal options and, as
such, we have not included optional renewal periods in our measurement of operating lease assets, liabilities and expected lease
terms.
We elected to apply the package of practical expedients available within ASU 2016-02, which is intended to provide some
relief to issuers. Electing this option allowed us to retain our existing assessment of whether an arrangement is or contains a
lease, is classified as an operating or financing lease and contains initial direct costs. We also elected the practical expedients
that allow us to exclude short-term leases from our Consolidated Balance Sheets and to combine lease and non-lease
components. For additional discussion of our adoption of this accounting guidance, see Note 1.
For leases with step rent provisions whereby the rental payments increase incrementally over the life of the lease, we recognize
expense on a straight-line basis determined by the total lease payments over the lease term. To the extent we determine that
future obligations related to real estate taxes, insurance and other lease components are variable, we exclude them from the
measurement of our operating lease assets and liabilities.
Some of our real estate agreements include rental payments adjusted periodically for inflation. Our lease agreements do not
contain any material residual value guarantees or material restrictive covenants.
The table below presents rent expense associated with facility and vehicle operating leases for the past three years (in
thousands):
Lease Cost
Operating lease cost (1)
Variable lease cost
Classification
Selling and administrative
expenses
Selling and administrative
expenses
(1)
Includes short-term lease cost, which is not material.
2020
2019
$ 63,141 $ 60,104 $ 57,235
2018
$ 16,700 $ 13,778 $ 12,867
Based on our lease portfolio as of December 31, 2020, the table below sets forth the approximate future lease payments related
to operating leases with initial terms of one year or more (in thousands):
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less: interest
Present value of lease liabilities
$
56,443
52,513
39,890
28,085
19,036
27,748
223,715
15,894
$ 207,821
78
To calculate the present value of our lease liabilities, we determined our incremental borrowing rate based on the effective
interest rate on our Credit Facility adjusted for a collateral feature similar to that of our leased properties, as we are unable to
derive implicit rates from our existing leases. The table below presents the weighted-average remaining lease term (years) of
our operating leases and the weighted-average discount rate used in the above calculation:
Lease Term and Discount Rate for Operating Leases
2020
2019
Weighted-average remaining lease term (years)
Weighted-average discount rate
5.10
2.99 %
4.57
3.41 %
December 31,
The table below presents the amount of cash paid for amounts included in the measurement of lease liabilities (in thousands):
Year Ended
December 31,
2020
2019
Operating cash flows for lease liabilities
$
60,723 $
56,617
Contingencies
From time to time, we are subject to various claims and litigation arising in the ordinary course of business, including product
liability, personal injury, commercial, contract and employment matters. Each quarter, we evaluate developments related to
claims and litigation and record a liability if we deem a loss to be probable and estimable. When evaluating these matters for
accrual and disclosure, we consider factors such as historical experience, specific facts and claims asserted, the likelihood we
will prevail and the magnitude of any potential loss. The outcome of any litigation is inherently unpredictable. Based on
currently available facts, we do not believe that the ultimate resolution of any of these claims and litigation matters will have a
material adverse impact on our financial condition, results of operations or cash flows. We do not believe our exposure for any
of these matters is material for disclosure, either individually or in the aggregate.
Note 10 - Related Party Transactions
Policy
Our policy for related party transactions is included in our written Audit Committee Charter. This policy requires that our
Audit Committee review and approve all related party transactions required to be disclosed in our Annual Proxy Statement or
required to be approved based on Nasdaq rules.
Transactions
We lease corporate and administrative offices from NCC, an entity we have held a 50% ownership interest in since 2005. NCC
owns and operates an office building in Covington, Louisiana. We lease corporate and administrative offices from NCC,
occupying approximately 60,000 square feet of office space, and we pay rent of $0.1 million per month. Our lease term ends
May 2025.
The table below presents rent expense associated with this lease for the past three years (in thousands):
2020
2019
2018
NCC
$
1,222
$
1,222
$
1,155
79
Note 11 - Employee Benefit Plans
We offer a 401(k) savings and retirement plan, which is a defined contribution plan that provides benefits for substantially all
employees who meet length of service requirements. Eligible employees are able to contribute up to 75% of their
compensation, subject to the federal dollar limit. For plan participants, we provide a matching contribution. We contribute a
total maximum match on employee contributions of up to 4% of their compensation, with a 100% match on the first 3% of
compensation deferred and a 50% match on deferrals between 3% and 5% of compensation. We also offer retirement plans for
certain of our international entities. The plan funding is calculated as a percentage of the employee’s earnings and in
compliance with local laws and practices. The related expense is not material and is included in the table below.
We have a nonqualified deferred compensation plan that allows certain employees who occupy key management positions to
defer salary and bonus amounts. This plan also provides a matching contribution similar to that provided under our 401(k) plan
to the extent that a participant’s contributions to the 401(k) plan are limited by IRS deferral and compensation limitations. The
total combined company matching contribution provided to a participant under the 401(k) plan and the nonqualified deferred
compensation plan for any one year may not exceed 4% of a participant’s salary and bonus. The employee and company
matching contributions are invested in certain equity and fixed income securities based on individual employee elections.
The table below sets forth our contributions for the past three years (in thousands):
Defined contribution and international retirement plans $
8,259
$
7,373
$
7,239
Deferred compensation plan
160
195
245
2020
2019
2018
Note 12 - Quarterly Financial Data (Unaudited)
The table below summarizes the unaudited quarterly results of operations for the past two years (in thousands, except per share
data):
2020
2019
Quarter
First
Second
Third
Fourth
First
Second
Third
Fourth
$ 677,288 $ 1,280,846 $ 1,139,229 $ 839,261 $ 597,456 $ 1,121,328 $ 898,500
$ 582,234
189,629
30,912
373,481
157,555
328,698
119,098
239,095
174,631
59,174
32,637
330,314
131,390
257,931
162,050
79,525
18,024
$
$
0.77 $
0.75 $
3.94 $
3.87 $
2.97 $
2.92 $
1.47 $
1.45 $
0.83
$
0.80 $
3.30
$
3.22 $
1.99 $
1.95 $
0.45
0.44
Net sales
Gross profit
Net income
Earnings per share:
Basic
Diluted
The sum of basic and diluted earnings per share for each of the quarters may not equal the total basic and diluted earnings per
share for the annual periods because of rounding differences and a difference in the way that in-the-money stock options are
considered from quarter to quarter.
80
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934 (the Act). The rules refer to the controls and other procedures designed to ensure that information required to be disclosed
in reports that we file or submit under the Act is (1) recorded, processed, summarized and reported within the time periods
specified in the 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 December 31, 2020, 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 December 31, 2020, 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.
81
Management’s Report on Internal Control Over Financial Reporting
Pool Corporation’s management is responsible for establishing and maintaining adequate internal control over financial
reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal
control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of published financial statements. All internal control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation. Any evaluation or projection of effectiveness to future periods is also subject to risk that
controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Pool Corporation’s management assessed the effectiveness of our internal control over financial reporting as of December 31,
2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in the Internal Control-Integrated Framework (2013 Framework). Based on this assessment,
management has concluded that, as of December 31, 2020, Pool Corporation’s internal control over financial reporting was
effective.
The independent registered public accounting firm that audited the Consolidated Financial Statements included in Item 8 of this
Form 10-K has issued a report on Pool Corporation’s internal control over financial reporting. This report appears below.
82
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Pool Corporation
Opinion on Internal Control over Financial Reporting
We have audited Pool Corporation’s internal control over financial reporting as of December 31, 2020, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion, Pool Corporation (the Company) maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated
statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period
ended December 31, 2020, and the related notes and our report dated February 25, 2021 expressed an unqualified opinion
thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
New Orleans, Louisiana
February 25, 2021
83
Item 9B. Other Information
Not applicable.
Item 10. Directors, Executive Officers and Corporate Governance
PART III.
Incorporated by reference to Pool Corporation’s 2021 Proxy Statement to be filed with the SEC.
We have a Code of Business Conduct and Ethics (the Code) that applies to all of our employees, officers and directors, and is
available on our website at www.poolcorp.com. Any substantive amendments to the Code, or any waivers granted to any
directors or executive officers, including our principal executive officer, principal financial officer or principal accounting
officer and controller, will be disclosed on our website and remain there for at least 12 months.
Item 11. Executive Compensation
Incorporated by reference to Pool Corporation’s 2021 Proxy Statement to be filed with the SEC.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Incorporated by reference to Pool Corporation’s 2021 Proxy Statement to be filed with the SEC.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Incorporated by reference to Pool Corporation’s 2021 Proxy Statement to be filed with the SEC.
Item 14. Principal Accountant Fees and Services
Incorporated by reference to Pool Corporation’s 2021 Proxy Statement to be filed with the SEC.
84
PART IV.
Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1) Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Stockholders’ Equity
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules.
Page
47
49
50
51
52
53
54
All schedules are omitted because they are not applicable or are not required
or because the required information is provided in our Consolidated Financial
Statements or accompanying Notes included in Item 8 of this Form 10-K.
(3) The exhibits listed in the Index to Exhibits.
Item 16. Form 10-K Summary
None.
85
INDEX TO EXHIBITS
No.
3.1
3.2
4.1
4.2
Description
Restated Certificate of Incorporation of the Company.
Amended and Restated Bylaws of the Company.
Form of certificate representing shares of common
stock of the Company.
Description of the Securities of Pool Corporation
Registered Under Section 12 of the Securities and
Exchange Act of 1934.
10.1
* Amended and Restated SCP Pool Corporation
Employee Stock Purchase Plan.
Filed/
Furnished
with this
Form 10-K
Incorporated by Reference
Form
File No.
Date Filed
10-Q
000-26640 08/09/2006
8-K
8-K
000-26640 02/08/2019
000-26640 05/19/2006
10-K
000-26640 02/27/2020
8-K
000-26640 05/06/2016
10.2
* Pool Corporation Amended and Restated 2007 Long-
8-K
000-26640 05/06/2016
Term Incentive Plan.
10.3
* Form of Stock Option Agreement for Employees under
the Amended and Restated 2007 Long-Term Incentive
Plan.
10-K
000-26640 02/26/2015
10.4
* Form of Performance-Based Restricted Stock
10-K
000-26640 02/26/2016
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
Agreement under the Pool Corporation Amended and
Restated 2007 Long-Term Incentive Plan.
* Form of Stock Option Agreement for Directors under
the Amended and Restated 2007 Long‑Term Incentive
Plan.
* Form of Restricted Stock Agreement for Directors
under the Amended and Restated 2007 Long-Term
Incentive Plan.
* Form of Employment Agreement.
* Employment Agreement, dated January 17, 2003,
between SCP Distributors, LLC and A. David Cook.
* Employment Agreement, dated December 20, 2016,
between SCP Distributors, LLC and Peter D. Arvan.
* Nonqualified Deferred Compensation Plan Basic Plan
Document, dated March 1, 2005.
* Nonqualified Deferred Compensation Plan Adoption
Agreement by and among SCP Distributors, L.L.C.,
Superior Pool Products, L.L.C. and Cypress, Inc., dated
March 1, 2005.
Trust Agreement by and among SCP Distributors,
L.L.C., Superior Pool Products, L.L.C. and Cypress,
Inc. and T. Rowe Price Trust Company, dated March 1,
2005.
8-K
000-26640 05/06/2009
8-K
000-26640 05/06/2009
10-K
10-K
000-26640 03/18/2003
000-26640 03/01/2005
10-K
000-26640 02/24/2017
10-Q
000-26640 04/29/2005
10-Q
000-26640 04/29/2005
10-Q
000-26640 04/29/2005
10.13
* Pool Corporation Executive Officer Annual Incentive
10-K
000-26640 02/27/2019
Plan.
No.
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
Description
Amended and Restated Credit Agreement dated as of
September 29, 2017, among Pool Corporation as US
Borrower, by and among Pool Corporation, as US
Borrower, SCP Distributors Canada Inc., as Canadian
Borrower, SCP Pool B.V., as Dutch Borrower, Wells
Fargo Bank, National Association, as Joint Lead
Arranger, Administrative Agent, Swingline Lender and
an Issuing Lender, Bank of America, N.A., MUFG
Union Bank, N.A., Capital One, N.A., Regions Bank,
and BB&T Capital Markets, each as Joint Lead
Arranger and Syndication Agent, and Fifth Third Bank,
JP Morgan Chase Bank, N.A., Industrial and
Commercial Bank of China Ltd., New York Branch,
and the Bank of East Asia Ltd., New York Branch.
as amended by First Amendment to Amended and
Restated Credit Agreement.
as amended by Second Amendment to Amended and
Restated Credit Agreement.
as amended by Third Amendment to Amended and
Restated Credit Agreement.
* Pool Corporation Strategic Plan Incentive Program.
Receivables Sale and Contribution Agreement, dated
as of October 11, 2013, between SCP Distributors
LLC, Horizon Distributors, Inc., Superior Pool
Products LLC and Poolfx Supply LLC, as Originators
and Superior Commerce LLC, as Buyer.
Receivables Purchase Agreement, dated as of October
11, 2013, among Superior Commerce LLC as Seller,
SCP Distributors LLC, as the Servicer, the Purchasers
from time to time thereto, The Bank of
Tokyo‑Mitsubishi UFJ, Ltd., New York Branch, as the
Victory Group Co-Agent and Wells Fargo Bank,
National Association, as the Wells Group Co-Agent
and as Administrative Agent.
as amended by Second Amendment to the Receivables
Purchase Agreement dated as of June 25, 2014.
as amended by Third Amendment to the Receivables
Purchase Agreement dated as of October 24, 2014.
as amended by Fourth Amendment to the Receivables
Purchase Agreement dated as of October 1, 2015.
as amended by Fifth Amendment to the Receivables
Purchase Agreement dated as of October 15, 2015.
as amended by Sixth Amendment to the Receivables
Purchase Agreement dated as of October 28, 2016.
as amended by Seventh Amendment to the Receivables
Purchase Agreement dated as of August 31, 2017.
as amended by Eighth Amendment to the Receivables
Purchase Agreement dated as of November 28, 2017.
as amended by Ninth Amendment to the Receivables
Purchase Agreement dated as of October 31. 2018.
as amended by Tenth Amendment to the Receivables
Purchase Agreement dated as of November 1, 2019.
Performance Undertaking, dated as of October 11,
2013, by and between Pool Corporation and Superior
Commerce LLC.
Filed/
Furnished
with this
Form 10-K
Incorporated by Reference
Form
File No.
Date Filed
8-K
000-26640 10/02/2017
8-K
000-26640 09/24/2018
10-K
000-26640 02/27/2020
10-K
000-26640 02/27/2020
10-K
8-K
000-26640 02/27/2019
000-26640 10/17/2013
8-K
000-26640 10/17/2013
10-Q
000-26640 07/30/2014
8-K
000-26640 10/28/2014
8-K
000-26640 10/20/2015
8-K
000-26640 10/20/2015
8-K
000-26640 10/31/2016
8-K
000-26640 09/01/2017
8-K
000-26640 11/29/2017
8-K
000-26640 11/02/2018
8-K
000-26640 11/04/2019
8-K
000-26640 10/17/2013
No.
10.31
21.1
23.1
31.1
31.2
32.1
Description
Credit Agreement, dated as of December 30, 2019,
among Pool Corporation as the Borrower, Certain
Subsidiaries of the Borrower Party Hereto, as the
Guarantors, and Bank of America, N.A., as the Lender.
Subsidiaries of the registrant.
Consent of Ernst & Young LLP.
Certification by Chief Financial Officer pursuant to
Rule 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Certification by Chief Executive Officer pursuant to
Rule 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Certification by Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
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Linkbase Document
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Filed/
Furnished
with this
Form 10-K
Incorporated by Reference
Form
File No.
Date Filed
8-K
000-26640
01/02/2020
X
X
X
X
X
X
X
X
X
X
X
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Indicates a management contract or compensatory plan or arrangement
Attached as Exhibit 101 to this report are the following items formatted in iXBRL (Inline Extensible Business Reporting
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1.
2. Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, December 31, 2019 and
Consolidated Statements of Income for the years ended December 31, 2020, December 31, 2019 and December 31, 2018;
December 31, 2018;
3. Consolidated Balance Sheets at December 31, 2020 and December 31, 2019;
4. Consolidated Statements of Cash Flows for the years ended December 31, 2020, December 31, 2019 and December 31,
2018;
5. Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2020, December 31, 2019
and December 31, 2018; and
6. Notes to Consolidated Financial Statements.
Pursuant to the requirements of Section 13 or 15(d) 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 February 25, 2021.
SIGNATURES
POOL CORPORATION
By:
/s/ JOHN E. STOKELY
John E. Stokely, Chairman of the Board
and Lead Independent Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant in the capacities indicated on February 25, 2021.
Signature:
Title:
/s/ JOHN E. STOKELY
John E. Stokely
/s/ PETER D. ARVAN
Peter D. Arvan
/s/ MARK W. JOSLIN
Mark W. Joslin
/s/ MELANIE M. HOUSEY HART
Melanie M. Housey Hart
/s/ ANDREW W. CODE
Andrew W. Code
/s/ TIMOTHY M. GRAVEN
Timothy M. Graven
/s/ DEBRA S. OLER
Debra S. Oler
/s/ MANUEL J. PEREZ DE LA MESA
Manuel J. Perez de la Mesa
/s/ HARLAN F. SEYMOUR
Harlan F. Seymour
/s/ ROBERT C. SLEDD
Robert C. Sledd
/s/ DAVID G. WHALEN
David G. Whalen
Chairman of the Board and Lead Independent Director
President, Chief Executive Officer and Director
Senior Vice President and Chief Financial Officer
Vice President, Corporate Controller and Chief Accounting
Officer
Director
Director
Director
Director
Director
Director
Director
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OFFICERS
Peter D. Arvan (1)
President and Chief Executive Officer
Mark W. Joslin (1)
Senior Vice President and Chief Financial Officer
Jeffrey M. Clay (1)
President of Horizon Distributors, Inc.
David B. Collier (1)
Vice President of Operations and Supply Chain
A. David Cook (1)
Former Group Vice President, Retired March 2021
Melanie M. Housey Hart (1)
Vice President, Corporate Controller and
Chief Accounting Officer
Todd R. Marshall
Chief Information Officer
Jennifer M. Neil (1)
Vice President, Secretary and Chief Legal Officer
Robert R. Rankin
Vice President and General Manager
Kenneth G. St. Romain (1)
Group Vice President
Donna K. Williams
Vice President and Chief Marketing Officer
BOARD OF DIRECTORS
John E. Stokely (3), (6)
Chairman of the Board
Retired, Former President, Chief Executive Officer
and Chairman of Richfood Holdings, Inc.
Manuel J. Perez de la Mesa
Vice Chairman of the Board
Retired, Former President and Chief Executive Officer
of Pool Corporation
Peter D. Arvan
President and Chief Executive Officer
Andrew W. Code (5)
Founder and Former Managing Partner, CHS Capital
Timothy M. Graven (2), (7)
Retired, Former President and Chief Operating Officer
of Steel Technologies, Inc.
Debra S. Oler (5), (9)
Retired, Former Senior Vice President/President North
American Sales and Service of W.W. Grainger, Inc.
Harlan F. Seymour (4), (7), (8)
Retired, Former Chairman of ACI Worldwide, Inc.
Robert C. Sledd (3), (5)
Retired, Director of Owens & Minor, Inc.
David G. Whalen (3), (9)
Former President and Chief Executive Officer
of A.T. Cross Company
SEC FILINGS / INVESTOR CONTACT
Pool Corporation reports filed with or furnished to the
Securities and Exchange Commission are available without
charge to shareholders upon written request. These requests
and other investor inquiries should be directed to Investor
Relations at the company’s corporate address below.
SHAREHOLDERS’ MEETING
The Annual Shareholders’ Meeting of Pool Corporation will be
held on Tuesday, May 4, 2021, at 9:00 a.m., Central Time.
We are pleased to announce that this year’s Annual Meeting
will be a virtual meeting via live webcast on the Internet.
Shareholders of record as of March 16, 2021, will be entitled
to vote at this meeting.
STOCK LISTING
Pool Corporation’s common stock is traded on the Nasdaq
Global Select Market under the symbol POOL.
COMPANY ADDRESS
Pool Corporation
109 Northpark Boulevard
Covington, LA 70433-5001
Phone: 985.892.5521
www.poolcorp.com
REGISTRAR AND TRANSFER AGENT
Computershare Trust Company, N.A.
P.O. Box 505000
Louisville, KY 40233
Phone: 877.498.8861
Inquiries regarding stock transfers, lost certificates or
address changes should be directed to Computershare at
the above address.
For more information: www.computershare.com
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Ernst & Young LLP
New Orleans, LA
OUTSIDE SECURITIES COUNSEL
Jones Walker LLP
New Orleans, LA
(1) Executive Officer
(2) Chairman, Audit Committee
(3) Member, Audit Committee
(4) Chairman, Compensation Committee
(5) Member, Compensation Committee
(6) Chairman, Nominating and
Corporate Governance Committee
(7) Member, Nominating and
Corporate Governance Committee
(8) Chairman, Strategic Planning Committee
(9) Member, Strategic Planning Committee
ANNUAL
REPORT 2020
EXCEPTIONAL
VALUE
RETURN
OPPORTUNITIES
109 Northpark Blvd | Covington, LA 70433
985.892.5521
www.poolcorp.com