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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (Date of earliest
event reported): May 1, 2025
Latham Group, Inc. |
(Exact name of registrant as specified in its charter) |
|
|
|
Delaware |
001-40358 |
83-2797583 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
|
|
787 Watervliet Shaker Road, Latham, NY |
|
12110 |
(Address of principal executive offices) |
|
(Zip Code) |
|
|
|
|
(800) 833-3800 |
(Registrant’s telephone number, including area code) |
|
N/A |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock, par value $0.0001 per share |
|
SWIM |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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.
Item 2.02 |
Results of Operations and Financial Condition. |
On May 6, 2025, Latham Group, Inc. (the “Company”) issued
a press release announcing its financial results for the fiscal first quarter ended March 29, 2025. A copy of the Company’s press
release is attached hereto as Exhibit 99 and is incorporated herein by reference.
The information furnished with this Item 2.02 (including Exhibit 99
referenced under Item 9.01 below) of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such a filing.
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 1, 2025, Joshua D. Cowley, Chief Commercial Officer of the Company,
notified the Company that he will resign from his position with the Company effective as of May 16, 2025 to pursue another opportunity.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On May 1, 2025, at the 2025 annual meeting of stockholders (the “Annual
Meeting”) of the Company, the stockholders of the Company:
(1) |
Elected the three Class I director
nominees, with each director to hold office until the 2028 annual meeting of stockholders and until such director’s successor is
duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service; and |
(2) |
Ratified the appointment of
Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2025. |
Set forth below are the final voting results for each matter presented
to stockholders at the Annual Meeting.
Proposal 1: Election of Class I Directors
Nominee | |
For | |
Withheld | |
Broker Non-Votes |
James E. Cline | |
101,289,272 | |
2,566,748 | |
4,769,188 |
DeLu Jackson | |
88,333,775 | |
15,522,245 | |
4,769,188 |
Mark P. Laven | |
87,519,346 | |
16,336,674 | |
4,769,188 |
Proposal
2: Ratification of Appointment of Independent Registered Public Accounting Firm
For | |
Against | |
Abstain |
108,208,796 | |
416,176 | |
236 |
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 6, 2025 |
|
|
LATHAM GROUP, INC. |
|
|
|
|
By: |
/s/ Scott M. Rajeski |
|
Name: |
Scott M. Rajeski |
|
Title: |
Chief Executive Officer
and President |
Exhibit 99

Latham Group, Inc. Reports First Quarter 2025
Financial Results
| · | First Quarter Performance Led by Relative Strength of Fiberglass Pools
and Autocovers |
| · | Sand State Expansion Strategy on Track |
| · | Continued Benefits from Lean Manufacturing and Value Engineering Initiatives
Drove 190-Basis Point Increase in Gross Margin |
| · | Maintains Full Year Guidance for 8% Sales Growth and 19% Growth in Adjusted
EBITDA at the Midpoints |
First Quarter 2025 Financial Highlights:
| · | Net sales of $111.4 million |
| · | Net loss of $6.0 million / Net loss per diluted share of $0.05 |
| · | Adjusted EBITDA of $11.1 million / 10.0% of Net sales |
LATHAM, N.Y. – May 6, 2025 – Latham Group, Inc. (Nasdaq:
SWIM), the largest designer, manufacturer, and marketer of in-ground residential swimming pools in North America, Australia, and New Zealand,
today announced financial results for the first quarter 2025 ended March 29, 2025.
Commenting on the results, Scott Rajeski, President and CEO, said,
“Our first quarter results were in line with our expectations and reflected the relative strength of Latham’s fiberglass pool
and autocover product categories and the ongoing benefits from our lean manufacturing and value engineering initiatives.
“Both fiberglass pools and autocovers continue to benefit from
increased consumer awareness and adoption, even as the broader pool industry faces challenging conditions. We are particularly pleased
with the progress made to-date on our Sand State expansion strategy, which is designed to drive market share gains for Latham in Florida,
Texas, Arizona, and California, which represent the majority of new pool starts. Together with our dealers, we are actively engaging in
key Master Planned Communities in Florida and Texas, our initial target geographies. Additionally, our “GOOTSA” (Get Out of
the Stone Age) ad campaign is active in both states, and we are sponsoring a wide range of community events to drive consumer awareness,
increased website traffic and lead generation.
“Ongoing improvements from our lean manufacturing and value engineering
initiatives drove a 190-basis point expansion in gross margin in the first quarter. This performance partially offset increased SG&A
spending, which was primarily related to the Company’s growth initiatives.”

First Quarter 2025 Results
Net sales for the first quarter of 2025 were $111.4 million, up $0.8
million or 0.7%, from $110.6 million in the prior year’s first quarter, primarily reflecting positive sales momentum at the end
of the quarter.
First Quarter Net Sales by Product Line
(in thousands)
| |
Fiscal Quarter Ended | |
| |
March 29, 2025 | | |
March 30, 2024 | |
In-ground Swimming Pools | |
$ | 57,734 | | |
$ | 59,832 | |
Covers | |
| 31,611 | | |
| 26,868 | |
Liners | |
| 22,075 | | |
| 23,929 | |
| |
$ | 111,420 | | |
$ | 110,629 | |
Gross profit for the first quarter of 2025 was $32.9 million, up $2.3
million or 7.5% from $30.6 million in the prior year’s first quarter. Gross margin of 29.5% expanded by 190 basis points from 27.7%
in the year-ago quarter, reflecting lean manufacturing and value engineering initiatives and a margin benefit from the three Coverstar
acquisitions.
Selling, general, and administrative expenses were $30.6 million, an
increase of $4.3 million or 16.6%, from $26.3 million in the first quarter of 2024, primarily representing increased spending on sales
and marketing to drive future growth, as well as the three Coverstar acquisitions.
Net loss was $6.0 million, or $0.05 per diluted share, compared to
a net loss of $7.9 million, or $0.07 per diluted share, reported for the prior year’s first quarter. Net loss margin narrowed to
5.4% compared to 7.1% for the first quarter of 2024.
Adjusted EBITDA for the first quarter of 2025 was $11.1 million, $1.2
million or 9.4% below the $12.3 million in the prior year’s first quarter. The decrease in Adjusted EBITDA was primarily due to
increased investment in sales and marketing programs, partially offset by the benefits from lean manufacturing and value engineering initiatives.
Adjusted EBITDA margin was 10.0%, 110 basis points below the 11.1% reported in the prior year period.
Balance Sheet, Cash Flow, and Liquidity
Latham ended the first quarter of 2025 with cash of $24.0 million.
Net cash used in operating activities was $46.9 million, representing seasonal working capital requirements in line with the Company’s
expectations.
Total debt was $306.9 million at the end of the first quarter, and
the net debt leverage ratio was 3.6.
Capital expenditures totaled $3.5 million in the first quarter of 2025,
compared to $5.3 million in the first quarter of 2024.

Summary and Outlook
“We are pleased that first quarter results were aligned with
our expectations and have put us on track to achieve our full year guidance. After a few slow weeks in early January, we saw a nice sequential
pick up of business activity in March, supporting our expectation for progressively higher year-on-year comparisons during the typically
stronger second and third quarters of the year. At the same time, we remain cautious on 2025 new pool starts, which we currently project
to be roughly in line with 2024 levels. Additionally, we are closely monitoring the impact of elevated tariffs on imported raw materials.
Imports represent approximately 15-20% of the raw materials used in our manufacturing process, so our exposure is relatively limited.
While tariff-related uncertainty remains, we are confident in our ability to offset raw material cost increases through strategic pre-purchasing
and operational adjustments. Additionally, we recently implemented targeted price increases on certain products to help mitigate the impact
of tariffs.
“Based on our current business trends reflecting the seasonal
ramp-up in Q1 and early Q2, we are maintaining our full year 2025 guidance as outlined in the table below, which represents year-on-year
sales growth of 8% at the midpoint. This expectation is primarily driven by category share gains in fiberglass pools and autocovers, along
with contributions from the Coverstar Central acquisition in August 2024 and the early 2025 acquisitions of two of our smaller autocover
dealers. Adjusted EBITDA growth of 19% at the midpoint reflects the significant operating leverage inherent in our business model, while
also accounting for increased investment in growth initiatives,” Mr. Rajeski concluded.
FY 2025 Guidance Ranges
| |
Low | | |
High | |
Net Sales | |
$ | 535 million | | |
$ | 565 million | |
Adjusted EBITDA1 | |
$ | 90 million | | |
$ | 100 million | |
Capital Expenditures | |
$ | 27 million | | |
$ | 33 million | |
| 1) | A reconciliation of Latham’s projected Adjusted EBITDA to net income (loss) for 2025 is not available without unreasonable effort
due to uncertainty related to our future income tax expense (benefit). |
Conference Call Details
Latham will hold a conference call to discuss its first quarter 2025
financial results today, May 6, 2025, at 4:30 PM Eastern Time.
Participants are encouraged to pre-register for the conference call
by visiting https://dpregister.com/sreg/10198351/fed5b9f0e6. Callers who pre-register will be sent a confirmation e-mail including
a conference passcode and unique PIN to gain immediate access to the call. Participants may pre-register at any time, including up to
and after the call start time.

To ensure you are connected for the full call, please register at least
10 minutes before the start of the call.
A live audio webcast of the conference call, along with related presentation
materials, will be available online at https://ir.lathampool.com/ under “Events & Presentations”.
Those without internet access or unable to pre-register may dial in
by calling:
PARTICIPANT DIAL IN (TOLL FREE): 1-833-953-2435
PARTICIPANT INTERNATIONAL DIAL IN: 1-412-317-5764
An archived webcast will be available approximately two hours after
the conclusion of the call, through May 6, 2026, on the Company’s investor relations website under “Events & Presentations.”
A transcript of the event will also be available on the Company’s investor relations website approximately three business days after
the call.
About Latham Group, Inc.
Latham Group, Inc., headquartered in Latham, NY, is the largest designer,
manufacturer, and marketer of in-ground residential swimming pools in North America, Australia, and New Zealand. Latham has a coast-to-coast
operations platform consisting of approximately 1,850 employees across around 30 locations.
Non-GAAP Financial Measures
We track our non-GAAP financial measures to monitor and manage our
underlying financial performance. This news release includes the presentation of Adjusted EBITDA, Adjusted EBITDA margin, net debt and
net debt leverage ratio, on a historical and pro forma basis, which are non-GAAP financial measures that exclude the impact of certain
costs, losses, and gains that are required to be included under GAAP. Our pro forma presentation gives effect to the Coverstar Central
acquisition as if it occurred as of January 1, 2023. Although we believe these measures are useful to investors and analysts for the same
reasons it is useful to management, as discussed below, these measures are neither a substitute for, nor superior to, U.S. GAAP financial
measures or disclosures. Other companies may calculate similarly-titled non-GAAP measures differently, limiting their usefulness as comparative
measures. In addition, our presentation of non-GAAP financial measures should not be construed to imply that our future results will be
unaffected by any such adjustments. We have reconciled our historic non-GAAP financial measures to the applicable most comparable GAAP
measures in this news release.

Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA and Adjusted EBITDA margin are key metrics used
by management and our board of directors to assess our financial performance. Adjusted EBITDA and Adjusted EBITDA margin are also
frequently used by analysts, investors and other interested parties to evaluate companies in our industry, when considered alongside
other GAAP measures. We use Adjusted EBITDA and Adjusted EBITDA margin to supplement GAAP measures of performance to evaluate the
effectiveness of our business strategies, to make budgeting decisions, to utilize as a significant performance metric in our
incentive compensation plans, and to compare our performance against that of other companies using similar measures. We have
presented Adjusted EBITDA and Adjusted EBITDA margin solely as supplemental disclosures because we believe they allow for a more
complete analysis of results of operations and assist investors and analysts in comparing our operating performance across reporting
periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance, such as
(i) depreciation and amortization, (ii) interest expense, net, (iii) income tax expense (benefit), (iv) loss (gain) on sale and
disposal of property and equipment, (v) restructuring charges, (vi) stock-based compensation expense, (vii) unrealized (gains)
losses on foreign currency transactions, (viii) strategic initiative costs, (ix) acquisition and integration related costs and (x)
other.
Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures
and should not be considered as alternatives to net income (loss) as a measure of financial performance or any other performance measure
derived in accordance with GAAP, and they should not be construed as an inference that our future results will be unaffected by unusual
or non-recurring items. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental
analysis. In evaluating Adjusted EBITDA and Adjusted EBITDA margin, you should be aware that in the future we may incur expenses that
are the same as or similar to some of the adjustments in this news release. There can be no assurance that we will not modify the presentation
of Adjusted EBITDA and Adjusted EBITDA margin in the future, and any such modification may be material. In addition, other companies,
including companies in our industry, may not calculate Adjusted EBITDA and Adjusted EBITDA margin at all or may calculate Adjusted EBITDA
and Adjusted EBITDA margin differently and accordingly, are not necessarily comparable to similarly entitled measures of other companies,
which reduces the usefulness of Adjusted EBITDA and Adjusted EBITDA margin as tools for comparison.
Adjusted EBITDA and Adjusted EBITDA margin have their limitations as
analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP.
Some of these limitations are that Adjusted EBITDA and Adjusted EBITDA margin:
· | do not reflect every expenditure, future requirements for capital expenditures
or contractual commitments; |
· | do not reflect changes in our working capital needs; |
· | do not reflect the interest expense, net, or the amounts necessary to service
interest or principal payments, on our outstanding debt; |
· | do not reflect income tax expense (benefit), and because the payment of taxes
is part of our operations, tax expense is a necessary element of our costs and ability to operate; |
· | do not reflect non-cash stock-based compensation, which will remain a key
element of our overall compensation package; and |
· | do not reflect the impact of earnings or charges resulting from matters we
consider not to be indicative of our ongoing operations. |

Although depreciation and amortization are eliminated in the calculation
of Adjusted EBITDA and Adjusted EBITDA margin, the assets being depreciated and amortized will often have to be replaced in the future,
and Adjusted EBITDA and Adjusted EBITDA margin do not reflect any costs of such replacements.
Net Debt and Net Debt Leverage Ratio
Net Debt and Net Debt Leverage Ratio are non-GAAP financial measures
used in monitoring and evaluating our overall liquidity, financial flexibility, and leverage. Other companies may calculate similarly
titled non-GAAP measures differently, limiting their usefulness as comparative measures. We define Net Debt as total debt less cash and
cash equivalents. We define the Net Debt Leverage Ratio as Net Debt divided by last twelve months (“LTM”) of Adjusted EBITDA.
We believe this measure is an important indicator of our ability to service our long-term debt obligations. There are material limitations
to using Net Debt Leverage Ratio as we may not always be able to use cash to repay debt on a dollar-for-dollar basis.
Forward-Looking Statements
Certain statements in this earnings release constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in
this release other than statements of historical fact may constitute forward-looking statements, including statements regarding our
future operating results and financial position, our business strategy and plans, business and market trends, our objectives for
future operations, macroeconomic and geopolitical conditions (including enhanced tariffs and the adverse global trade environment),
the expected benefits of our cost reduction plans, the implementation of our digital transformation and lean manufacturing and value
engineering activities, acquisitions and their integration, and the sufficiency of our cash balances, working capital and cash
generated from operating, investing, and financing activities for our future liquidity and capital resource needs. These statements
involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of our control,
which may cause our actual results, performance or achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements, including: unfavorable economic conditions and related impact
on consumer spending and demand for our products; inflationary impacts, including on consumer demand for our products; our ability
to globally source raw materials and components for manufacturing our products; the impact of trade policies on our global supply
chain, the import or export of goods and their related costs, as well as on consumer confidence; declining home ownership affecting
demand for our products; competitive risks; natural disasters, including resulting from climate change, geopolitical events, war,
terrorism, public health issues or other catastrophic events; disturbances and breaches to our technological infrastructure, and our
reliance on information technology systems; adverse weather conditions impacting our sales, which can lead to significant
variability of sales in reporting periods; the consequences of industry consolidation on our customer base and pricing; interruption
of our production capability at our manufacturing facilities from accident, fire, calamity and other causes; product quality issues,
warranty claims or safety concerns such as those due to the failure of builders to follow our product installation instructions and
specifications; our ability to keep pace with technological developments and standards, such as generative artificial intelligence;
delays in, or systems disruptions issues caused by the implementation of our enterprise resource planning system; our ability to
attract, develop and retain highly qualified personnel; our ability to collect accounts receivables from our customers; compliance
with government regulations; our ability and the cost to obtain transportation services; the protection of our intellectual property
and defense of third-party infringement claims; international business risks; realizing anticipated benefits from acquisitions;
possible asset impairments; and our ability to secure financing and our substantial indebtedness; and other factors set forth under
“Risk Factors” and elsewhere in our most recent Annual Report on Form 10-K and subsequent reports we file with the SEC.
Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time that may impair
our business, financial condition, results of operations and cash flows.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable and our expectations based on third-party information and projections are from sources that management believes
to be reputable, we cannot guarantee future results, levels of activities, performance or achievements. These forward-looking statements
reflect our views with respect to future events as of the date hereof or the date specified herein, and we have based these forward-looking
statements on our current expectations and projections about future events and trends. Given these uncertainties, you should not place
undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to update or review publicly
any forward-looking statements, whether as a result of new information, future events or otherwise after the date hereof. We anticipate
that subsequent events and developments will cause our views to change. Our forward-looking statements further do not reflect the potential
impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake.
Contact:
Lynn Morgen
Casey Kotary
ADVISIRY Partners
lathamir@advisiry.com
212-750-5800

Latham Group, Inc.
Condensed Consolidated Statements
of Operations
(in thousands, except share
and per share data)
(unaudited)
| |
Fiscal Quarter Ended | |
| |
March 29, 2025 | | |
March 30, 2024 | |
Net sales | |
$ | 111,420 | | |
$ | 110,629 | |
Cost of sales | |
| 78,539 | | |
| 80,040 | |
Gross profit | |
| 32,881 | | |
| 30,589 | |
Selling, general, and administrative expense | |
| 30,620 | | |
| 26,250 | |
Amortization | |
| 7,192 | | |
| 6,412 | |
Loss from operations | |
| (4,931 | ) | |
| (2,073 | ) |
Other expense: | |
| | | |
| | |
Interest expense, net | |
| 6,371 | | |
| 4,982 | |
Other (income) expense , net | |
| (308 | ) | |
| 1,586 | |
Total other expense, net | |
| 6,063 | | |
| 6,568 | |
Earnings from equity method investment | |
| 953 | | |
| 1,309 | |
Loss before income taxes | |
| (10,041 | ) | |
| (7,332 | ) |
Income tax (benefit) expense | |
| (4,079 | ) | |
| 532 | |
Net loss | |
$ | (5,962 | ) | |
$ | (7,864 | ) |
Net loss per share attributable to common stockholders: | |
| | | |
| | |
Basic | |
$ | (0.05 | ) | |
$ | (0.07 | ) |
Diluted | |
$ | (0.05 | ) | |
$ | (0.07 | ) |
Weighted-average common shares outstanding – basic and diluted | |
| | | |
| | |
Basic | |
| 115,885,111 | | |
| 115,038,929 | |
Diluted | |
| 115,885,111 | | |
| 115,038,929 | |

Latham Group, Inc.
Condensed Consolidated Balance
Sheets
(in thousands, except share
and per share data)
(unaudited)
| |
March 29, | | |
December 31, | |
| |
2025 | | |
2024 | |
Assets | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash | |
$ | 23,966 | | |
$ | 56,398 | |
Trade receivables, net | |
| 83,760 | | |
| 32,299 | |
Inventories, net | |
| 86,863 | | |
| 77,101 | |
Income tax receivable | |
| 8,588 | | |
| 3,964 | |
Prepaid expenses and other current assets | |
| 8,363 | | |
| 8,536 | |
Total current assets | |
| 211,540 | | |
| 178,298 | |
Property and equipment, net | |
| 112,000 | | |
| 112,848 | |
Equity method investment | |
| 25,844 | | |
| 24,891 | |
Deferred tax assets | |
| 729 | | |
| 729 | |
Operating lease right-of-use assets | |
| 27,154 | | |
| 28,259 | |
Goodwill | |
| 154,681 | | |
| 152,625 | |
Intangible assets, net | |
| 289,230 | | |
| 292,913 | |
Other assets | |
| 3,407 | | |
| 3,644 | |
Total assets | |
$ | 824,585 | | |
$ | 794,207 | |
Liabilities and Stockholders’ Equity | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 28,035 | | |
$ | 13,141 | |
Current maturities of long-term debt | |
| 3,250 | | |
| 3,250 | |
Current operating lease liabilities | |
| 7,100 | | |
| 7,176 | |
Accrued expenses and other current liabilities | |
| 44,640 | | |
| 47,410 | |
Total current liabilities | |
| 83,025 | | |
| 70,977 | |
Long-term debt, net of discount, debt issuance costs, and current portion | |
| 303,663 | | |
| 278,271 | |
Deferred income tax liabilities, net | |
| 32,347 | | |
| 32,347 | |
Non-current operating lease liabilities | |
| 20,951 | | |
| 22,138 | |
Other long-term liabilities | |
| 3,457 | | |
| 3,252 | |
Total liabilities | |
$ | 443,443 | | |
$ | 406,985 | |
Commitments and contingencies | |
| | | |
| | |
Stockholders’ equity: | |
| | | |
| | |
Preferred stock, $0.0001 par value; 100,000,000 shares authorized as of both March 29, 2025 and December 31, 2024; no shares issued and outstanding as of both March 29, 2025 and December 31, 2024 | |
| — | | |
| — | |
Common stock, $0.0001 par value; 900,000,000 shares authorized as of March 29, 2025 and December 31, 2024; 116,362,977 and 115,764,839 shares issued and outstanding, as of March 29, 2025 and December 31, 2024, respectively | |
| 12 | | |
| 12 | |
Additional paid-in capital | |
| 466,741 | | |
| 467,076 | |
Accumulated deficit | |
| (80,778 | ) | |
| (74,816 | ) |
Accumulated other comprehensive loss | |
| (4,833 | ) | |
| (5,050 | ) |
Total stockholders’ equity | |
| 381,142 | | |
| 387,222 | |
Total liabilities and stockholders’ equity | |
$ | 824,585 | | |
$ | 794,207 | |

Latham Group, Inc.
Condensed Consolidated Statements
of Cash Flows
(in thousands)
(unaudited)
| |
Fiscal Quarter Ended | |
| |
March 29, | | |
March 30, | |
| |
2025 | | |
2024 | |
Cash flows from operating activities: | |
| | | |
| | |
Net loss | |
$ | (5,962 | ) | |
$ | (7,864 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 12,400 | | |
| 10,374 | |
Gain on insurance proceeds received for capital | |
| | | |
| | |
Unrealized foreign currency (gain) loss | |
| (417 | ) | |
| 1,584 | |
Amortization of deferred financing costs and debt discount | |
| 430 | | |
| 430 | |
Non-cash lease expense | |
| 1,776 | | |
| 1,780 | |
Change in fair value of interest rate swap | |
| 283 | | |
| (1,804 | ) |
Stock-based compensation expense | |
| 1,971 | | |
| 1,243 | |
Bad debt expense | |
| 875 | | |
| 1,299 | |
Other non-cash, net | |
| (63 | ) | |
| 173 | |
Earnings from equity method investment | |
| (953 | ) | |
| (1,309 | ) |
Distributions received from equity method investment | |
| — | | |
| 908 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Trade receivables | |
| (52,550 | ) | |
| (44,895 | ) |
Inventories | |
| (9,559 | ) | |
| 1,648 | |
Prepaid expenses and other current assets | |
| 189 | | |
| 467 | |
Income tax receivable | |
| (4,624 | ) | |
| (428 | ) |
Other assets | |
| (10 | ) | |
| (146 | ) |
Accounts payable | |
| 14,271 | | |
| 8,179 | |
Accrued expenses and other current liabilities | |
| (4,861 | ) | |
| (5,987 | ) |
Other long-term liabilities | |
| (78 | ) | |
| (164 | ) |
Net cash used in operating activities | |
| (46,882 | ) | |
| (34,512 | ) |
Cash flows from investing activities: | |
| | | |
| | |
Purchases of property and equipment | |
| (3,452 | ) | |
| (5,345 | ) |
Acquisition of business, net of cash acquired | |
| (4,934 | ) | |
| — | |
Net cash used in investing activities | |
| (8,386 | ) | |
| (5,345 | ) |
Cash flows from financing activities: | |
| | | |
| | |
Payments on long-term debt borrowings | |
| — | | |
| (18,813 | ) |
Proceeds from borrowings on revolving credit facility | |
| 25,000 | | |
| — | |
Repayments of finance lease obligations | |
| (201 | ) | |
| (189 | ) |
Common stock withheld for taxes on restricted stock units | |
| (2,306 | ) | |
| — | |
Net cash provided (used in) by financing activities | |
| 22,493 | | |
| (19,002 | ) |
Effect of exchange rate changes on cash | |
| 343 | | |
| (93 | ) |
Net decrease in cash | |
| (32,432 | ) | |
| (58,951 | ) |
Cash at beginning of period | |
| 56,398 | | |
| 102,763 | |
Cash at end of period | |
$ | 23,966 | | |
$ | 43,811 | |
Supplemental cash flow information: | |
| | | |
| | |
Cash paid for interest | |
$ | 6,266 | | |
$ | 9,513 | |
Income taxes paid, net | |
| 344 | | |
| 39 | |
Supplemental disclosure of non-cash investing and financing activities: | |
| | | |
| | |
Purchases of property and equipment included in accounts payable and accrued expenses | |
$ | 1,360 | | |
$ | 426 | |
Right-of-use operating and finance lease assets obtained in exchange for lease liabilities | |
| 994 | | |
| 198 | |

Latham Group, Inc.
Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation
(Non-GAAP Reconciliation)
(in thousands)
| |
Fiscal Quarter Ended | |
| |
March 29, 2025 | | |
March 30, 2024 | |
Net loss | |
$ | (5,962 | ) | |
$ | (7,864 | ) |
Depreciation and amortization | |
| 12,400 | | |
| 10,375 | |
Interest expense, net | |
| 6,371 | | |
| 4,982 | |
Income tax (benefit) expense | |
| (4,079 | ) | |
| 532 | |
(Gain) loss on sale and disposal of property and equipment | |
| (69 | ) | |
| 12 | |
Restructuring charges(a) | |
| 15 | | |
| 318 | |
Stock-based compensation expense(b) | |
| 1,971 | | |
| 1,243 | |
Unrealized (gains) losses on foreign currency transactions(c) | |
| (417 | ) | |
| 1,584 | |
Strategic initiative costs(d) | |
| 644 | | |
| 1,123 | |
Acquisition and integration related costs(e) | |
| 267 | | |
| — | |
Other(f) | |
| (2 | ) | |
| (12 | ) |
Adjusted EBITDA | |
$ | 11,139 | | |
$ | 12,293 | |
Net sales | |
$ | 111,420 | | |
$ | 110,629 | |
Net loss margin | |
| (5.4 | )% | |
| (7.1 | )% |
Adjusted EBITDA margin | |
| 10.0 | % | |
| 11.1 | % |
(a) | Represents costs related to a cost reduction plan that includes severance and other costs for our executive management changes and
additional costs related to our cost reduction plans, which include further actions to reduce our manufacturing overhead by reducing headcount
in addition to facility shutdowns. |
(b) | Represents non-cash stock-based compensation expense. |
(c) | Represents unrealized foreign currency transaction losses associated with our international subsidiaries. |
(d) | Represents fees paid to external consultants and other expenses for our strategic initiatives. |
(e) | Represents acquisition and integration costs, as well as other costs related to potential transactions. |
(f) | Other costs consist of other discrete items as determined by management, primarily including: (i) fees paid to external advisors
for various matters and (ii) other items. |

Latham Group, Inc.
Net Debt Leverage Ratio
(Non-GAAP Reconciliation)
(in thousands)
| |
March 29, 2025 | |
Total Debt | |
$ | 306,913 | |
| |
| | |
Less: | |
| | |
Cash | |
| (23,966 | ) |
Net Debt | |
| 282,947 | |
| |
| | |
LTM Adjusted EBITDA(1) | |
| 79,065 | |
Net Debt Leverage Ratio | |
| 3.6 | |
| |
| | |
LTM Pro Forma Adjusted EBITDA(2) | |
| 84,514 | |
Pro Forma Net Debt Leverage Ratio | |
| 3.3 | |
(1) | LTM Adjusted EBITDA is defined as Adjusted EBITDA for the most recent twelve-month period. |
(2) | LTM Pro Forma Adjusted EBITDA includes pre-acquisition portion of Adjusted EBITDA for the trailing twelve months that is not
included in historical results. |
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