UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~April 02,~~December 31, 2~~022~~2022


☐	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~~Number: 001-39667

LESLIE’S, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	20-8397425
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2005 East Indian School Road Phoenix, AZ	85016
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (602) 366-3999

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

LESL

The Nasdaq Global Select Market

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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	☐		☒		Accelerated filer		☐

Non-accelerated filer	☒	☐		Smaller reporting company		☐

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~May 2, 2022,~~January 27, 2023, the Registrant had ~~182,838,623~~183,660,455 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents


		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Stockholders’ Deficit	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1514
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2522
Item 4.	Controls and Procedures	2623

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	2724
Item 1A.	Risk Factors	2724
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2724
Item 3.	Defaults Upon Senior Securities	2724
Item 4.	Mine Safety Disclosures	2724
Item 5.	Other Information	2724
Item 6.	Exhibits	2825

Signatures		2926

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. ~~Actual~~Our actual results or outcomes could differ materially from those indicated in these forward-looking statements for a variety of reasons, including, among others:

•

our ability to execute on our growth strategies;

•

supply disruptions;

•

our ability to maintain favorable relationships with suppliers and manufacturers;

•

competition from mass merchants and specialty retailers;

•

impacts on our business from the sensitivity of our business to weather conditions, changes in the economy (including rising interest rates, recession fears, and inflationary pressures), geopolitical events or conflicts, and the housing market;

•

disruptions in the operations of our distribution centers;

•

our ability to implement technology initiatives that deliver the anticipated benefits, without disrupting our operations;

•

our ability to attract and retain senior management and other qualified personnel;

•

regulatory changes and development affecting our current and future products;

•

our ability to obtain additional capital to finance operations;

•

commodity price inflation and deflation;

•

impacts on our business from ~~the COVID-19 pandemic;~~epidemics, pandemics, or natural disasters;

•

impacts on our business from cyber incidents and other security threats or disruptions;

•

our ability to remediate the material weakness in our internal control over financial reporting or additional material weaknesses or other deficiencies in the future or to maintain effective disclosure controls and procedures and internal control over financial reporting; and

•

other risks and uncertainties, including those listed in the section titled “Risk Factors” in our filings with the United States Securities and Exchange ~~Commission.~~Commission (“SEC”).

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks,, uncertainties, and other factors described in Part I, Item 1A, “Risk Factors” ofin our Annual Report on Form 10-K for the year ended October ~~2, 2021, and elsewhere in this Quarterly Report on Form 10-Q, and in our other filings with the Securities and Exchange Commission.~~1, 2022. Moreover,, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be ~~achieve~~dachieved or occur, and actual results or outcomes could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q, and, while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q are based on events or circumstances as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

LESLIE’S, INC.

CONDENSED Consolidated Balance Sheets

(Amounts in Thousands, Except Share and Per Share Amounts)


	April 2, 2022			October 2, 2021			April 3, 2021			December 31, 2022			October 1, 2022			January 1, 2022
	(Unaudited)			(Audited)			(Unaudited)			(Unaudited)			(Audited)			(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	51,971		$	343,498		$	88,732		$	2,691		$	112,293		$	53,341
Accounts and other receivables, net		33,619			38,860			41,733			46,375			45,295			39,353
Inventories		345,046			198,789			277,860			429,517			361,686			244,632
Prepaid expenses and other current assets		41,240			20,564			40,001			29,921			23,104			38,173
Total current assets		471,876			601,711			448,326			508,504			542,378			375,499
Property and equipment, net		70,547			70,335			63,632			75,049			78,087			65,883
Operating lease right-of-use assets		208,531			212,284			181,581			233,852			236,477			207,291
Goodwill and other intangibles, net		146,865			129,020			127,851			218,119			213,701			132,428
Deferred tax assets		2,429			3,734			15,293			—			1,268			2,327
Other assets		29,947			25,148			20,632			41,258			37,720			27,837
Total assets	$	930,195		$	1,042,232		$	857,315		$	1,076,782		$	1,109,631		$	811,265
Liabilities and stockholders’ deficit
Current liabilities
Accounts payable and accrued expenses	$	268,475		$	233,597		$	262,266		$	182,763		$	266,972		$	188,824
Operating lease liabilities		61,612			61,071			55,395			63,251			60,373			56,873
Income taxes payable		0			6,945			0			480			12,511			411
Current portion of long-term debt		8,100			8,100			8,100			8,100			8,100			8,100
Total current liabilities		338,187			309,713			325,761			254,594			347,956			254,208
Deferred tax liabilities											676			—			—
Operating lease liabilities, noncurrent		149,818			160,037			130,496			174,954			179,835			153,834
Revolving credit facility		45,000			0			0
Revolving Credit Facility											91,000			—			—
Long-term debt, net		782,921			786,125			789,339			778,133			779,726			784,527
Other long-term liabilities		0			3,915			2,729			3,060			65			—
Total liabilities		1,315,926			1,259,790			1,248,325			1,302,417			1,307,582			1,192,569
Commitments and contingencies
Stockholders’ deficit
Common stock, $0.001 par value, 1,000,000,000 shares authorized and 182,784,211, 189,821,011, and 186,884,621 issued and outstanding as of April 2, 2022, October 2, 2021, and April 3, 2021, respectively.		183			190			187
Common stock, $0.001 par value, 1,000,000,000 shares authorized and 183,564,172, 183,480,545, and 182,496,645 issued and outstanding as of December 31, 2022, October 1, 2022, and January 1, 2022, respectively.											184			183			182
Additional paid in capital		83,074			204,711			194,605			92,508			89,934			80,062
Retained deficit		(468,988	)		(422,459	)		(585,802	)		(318,327	)		(288,068	)		(461,548	)
Total stockholders’ deficit		(385,731	)		(217,558	)		(391,010	)		(225,635	)		(197,951	)		(381,304	)
Total liabilities and stockholders’ deficit	$	930,195		$	1,042,232		$	857,315		$	1,076,782		$	1,109,631		$	811,265

See accompanying notes which are an integral part of these condensed consolidated financial statements.

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LESLIE’S, INC.

CONDENSED Consolidated Statements of Operations

(Amounts in Thousands, Except Per Share Amounts)

(Unaudited)


	Three Months Ended						Six Months Ended						Three Months Ended
	April 2, 2022			April 3, 2021			April 2, 2022			April 3, 2021			December 31, 2022			January 1, 2022
Sales	$	228,072		$	192,441		$	412,896		$	337,447		$	195,104		$	184,824
Cost of merchandise and services sold		142,443			120,758			259,951			214,049			129,808			117,508
Gross profit		85,629			71,683			152,945			123,398			65,296			67,316
Selling, general and administrative expenses		89,618			70,374			169,403			147,863			92,281			79,785
Operating (loss) income		(3,989	)		1,309			(16,458	)		(24,465	)
Operating loss														(26,985	)		(12,469	)
Other expense:
Interest expense		6,949			8,126			13,812			19,642			13,360			6,863
Loss on debt extinguishment		—			1,888			—			9,169
Other expenses, net		161			1,057			550			1,057			—			389
Total other expense		7,110			11,071			14,362			29,868			13,360			7,252
Loss before taxes		(11,099	)		(9,762	)		(30,820	)		(54,333	)		(40,345	)		(19,721	)
Income tax benefit		(3,659	)		(3,310	)		(8,929	)		(17,624	)		(10,086	)		(5,270	)
Net loss	$	(7,440	)	$	(6,452	)	$	(21,891	)	$	(36,709	)	$	(30,259	)	$	(14,451	)
Earnings per share:
Basic	$	(0.04	)	$	(0.03	)	$	(0.12	)	$	(0.20	)	$	(0.16	)	$	(0.08	)
Diluted	$	(0.04	)	$	(0.03	)	$	(0.12	)	$	(0.20	)	$	(0.16	)	$	(0.08	)
Weighted average shares outstanding:
Basic		182,678			186,810			185,592			181,900			183,513			188,507
Diluted		182,678			186,810			185,592			181,900			183,513			188,507

See accompanying notes which are an integral part of these condensed consolidated financial statements.

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LESLIE’S, INC.

CONDENSED Consolidated Statements of Stockholders’ Deficit

(Amounts in Thousands)

(Unaudited)


	Common Stock						Additional Paid in Capital			Retained			Total Stockholders’			Common Stock						Additional Paid in Capital			Retained			Total Stockholders’
	Shares			Amount			(Deficit)			Deficit			Deficit
Balance, January 2, 2021		186,619		$	187		$	192,753		$	(579,350	)	$	(386,410	)
Issuance of common stock upon initial public offering, net of offering costs		—			—			(99	)		—			(99	)
Issuance of common stock under the Plan		266			—			—			—			—
Equity-based compensation		—			—			1,951			—			1,951
Net loss		—			—			—			(6,452	)		(6,452	)
Balance, April 3, 2021		186,885		$	187		$	194,605		$	(585,802	)	$	(391,010	)

Balance, January 1, 2022		182,497		$	182		$	80,062		$	(461,548	)	$	(381,304	)
Issuance of common stock under the Plan		287			1			228			—			229
Equity-based compensation		—			—			2,784			—			2,784
Net loss		—			—			—			(7,440	)		(7,440	)
Balance, April 2, 2022		182,784		$	183		$	83,074		$	(468,988	)	$	(385,731	)

	Common Stock						Additional Paid in Capital			Retained			Total Stockholders’
	Shares			Amount			(Deficit)			Deficit			Deficit
Balance, October 3, 2020		156,500		$	157		$	(278,063	)	$	(549,093	)	$	(826,999	)
Issuance of common stock upon initial public offering, net of offering costs		30,000			30			458,557			—			458,587
Issuance of common stock under the Plan		385			—			—			—			—
Equity-based compensation		—			—			14,111			—			14,111
Net loss		—			—			—			(36,709	)		(36,709	)
Balance, April 3, 2021		186,885		$	187		$	194,605		$	(585,802	)	$	(391,010	)
																Shares			Amount			(Deficit)			Deficit			Deficit
Balance, October 2, 2021		189,821		$	190		$	204,711		$	(422,459	)	$	(217,558	)		189,821		$	190		$	204,711		$	(422,459	)	$	(217,558	)
Issuance of common stock under the Plan		463			1			328			—			329			176			—			100			—			100
Equity-based compensation		—			—			5,535			—			5,535			—			—			2,751			—			2,751
Repurchase and retirement of common stock		(7,500	)		(8	)		(127,500	)		(24,638	)		(152,146	)		(7,500	)		(8	)		(127,500	)		(24,638	)		(152,146	)
Net loss		—			—			—			(21,891	)		(21,891	)		—			—			—			(14,451	)		(14,451	)
Balance, April 2, 2022		182,784		$	183		$	83,074		$	(468,988	)	$	(385,731	)
Balance, January 1, 2022																	182,497		$	182		$	80,062		$	(461,548	)	$	(381,304	)

Balance, October 1, 2022																	183,481		$	183		$	89,934		$	(288,068	)	$	(197,951	)
Issuance of common stock under the Plan																	110			1			—			—			1
Equity-based compensation																	—			—			2,993			—			2,993
Restricted stock units surrendered in lieu of withholding taxes																	(27	)		—			(419	)		—			(419	)
Net loss																	—			—			—			(30,259	)		(30,259	)
Balance, December 31, 2022																	183,564		$	184		$	92,508		$	(318,327	)	$	(225,635	)

See accompanying notes which are an integral part of these condensed consolidated financial statements.

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LESLIE’S, INC.

CONDENSED Consolidated Statements of Cash Flows

(Amounts in Thousands)

(Unaudited)


	Six Months Ended						Three Months Ended
	April 2, 2022			April 3, 2021			December 31, 2022			January 1, 2022
Operating Activities
Net loss	$	(21,891	)	$	(36,709	)	$	(30,259	)	$	(14,451	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		15,817			12,858			8,503			9,241
Equity-based compensation		5,535			14,111			2,993			2,751
Amortization of deferred financing costs and debt discounts		986			1,134			502			496
Provision for doubtful accounts		418			64			10			249
Deferred income taxes		1,305			(8,711	)		1,944			1,407
Loss (gain) on disposition of assets		118			(1,753	)
Loss on debt extinguishment		—			9,169
Loss on disposition of assets								6			17
Changes in operating assets and liabilities:
Accounts and other receivables		4,823			(10,316	)		(1,090	)		(742	)
Inventories		(132,358	)		(127,814	)		(64,770	)		(43,723	)
Prepaid expenses and other current assets		(20,306	)		(17,095	)		(6,429	)		(17,593	)
Other assets		(4,922	)		(6,150	)		(3,601	)		(2,741	)
Accounts payable and accrued expenses		26,588			64,007			(80,809	)		(48,528	)
Income taxes payable		(6,945	)		(1,857	)		(12,031	)		(6,534	)
Operating lease assets and liabilities, net		(5,925	)		(2,728	)		622			(5,408	)
Net cash used in operating activities		(136,757	)		(111,790	)		(184,409	)		(125,559	)
Investing Activities
Purchases of property and equipment		(14,322	)		(9,490	)		(5,697	)		(5,402	)
Business acquisitions, net of cash acquired		(29,988	)		(6,040	)		(8,540	)		(5,146	)
Proceeds from disposition of fixed assets		407			2,404			488			21
Net cash used in investing activities		(43,903	)		(13,126	)		(13,749	)		(10,527	)
Financing Activities
Borrowings on revolving credit facility		45,000			0
Borrowings on Revolving Credit Facility								91,000			—
Repayment of long-term debt		(4,050	)		(392,085	)		(2,025	)		(2,025	)
Issuance of long-term debt		0			907
Payment of deferred financing costs		0			(9,562	)
Proceeds from options exercised		329			0			—			100
Repurchase and retirement of common stock		(152,146	)		—			—			(152,146	)
Proceeds from issuance of common stock upon initial public offering, net		0			458,587
Net cash (used in) provided by financing activities		(110,867	)		57,847
Payments of employee tax withholdings related to restricted stock vesting								(419	)		—
Net cash provided by (used in) financing activities								88,556			(154,071	)
Net decrease in cash and cash equivalents		(291,527	)		(67,069	)		(109,602	)		(290,157	)
Cash and cash equivalents, beginning of period		343,498			155,801			112,293			343,498
Cash and cash equivalents, end of period	$	51,971		$	88,732		$	2,691		$	53,341
Supplemental Information:
Interest	$	13,325		$	27,081		$	12,593		$	6,725
Income taxes, net of refunds received		7,358			3,998			1			(50	)

See accompanying notes which are an integral part of these condensed consolidated financial statements.

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LESLIE’S, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1—Business and Operations

Leslie’s, Inc. (“Leslie’s,” “we,” “our,” “us,” “its,” or the “Company”) is the leading direct-to-consumer pool and spa care brand. We market and sell pool and spa supplies and related products and services, which primarily consist of maintenance items such as chemicals, equipment and parts, and cleaning accessories, as well as safety, recreational, and fitness-related products. We currently market our products through~~965~~992 company-operated locations in 3839 states and e-commerce websites.

Note 2—Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

We prepared the accompanying interim condensed consolidated financial statements following United States generally accepted accounting principles (“GAAP”). The financial statements include all normal and recurring adjustments that are necessary for a fair presentation of our financial position and operating results. The interim condensed consolidated financial statements include the accounts of Leslie’s, Inc. and our subsidiaries. All significant intercompany accounts and transactions have been eliminated. These interim condensed consolidated financial statements and the related notes should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended October ~~2, 2021.~~1, 2022.

Fiscal Periods

We operate on a fiscal calendar that results in a fiscal year consisting of a 52- or 53-week period ending on the Saturday closest to September 30th. In a 52-week fiscal year, each quarter contains 13 weeks of operations; in a 53-week fiscal year, each of the first, second and third quarters includes 13 weeks of operations and the fourth quarter includes 14 weeks of operations. References to the three months ended ~~April 2,~~December 31, 2022 and the three months ended ~~April 3, 2021~~January 1, 2022 refer to the 13 weeks ended ~~April 2,~~December 31, 2022 and ~~April 3, 2021,~~January 1, 2022, respectively. ~~References to the six months ended April 2, 2022 and the six months ended April 3, 2021 refer to the 26 weeks ended April 2, 2022 and April 3, 2021, respectively.~~

Use of Estimates

~~To prepare financial statements that conform~~Management is required to ~~GAAP, we~~ make certain estimates and assumptions ~~that affect~~during the ~~amounts reported in our~~preparation of the condensed consolidated financial statements in accordance with GAAP. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements. They also impact the reported amount of net income (loss) during any period. Actual results could differ from those estimates.

Significant estimates underlying the accompanying ~~notes. Our most significant estimates relate to sales returns,~~condensed consolidated financial statements include inventory ~~obsolescence~~ reserves, lease assumptions, vendor rebate programs, our loyalty program, the determination of income taxes payable and deferred income taxes, sales returns reserve, self-insurance ~~valuation~~liabilities, the recoverability of intangible assets and goodwill, and intangible asset 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.

~~Prior Period Reclassifications~~

~~Reclassifications of certain immaterial prior period amounts have been made to conform to current period presentation.~~

~~Fair Value Measurements~~

~~We use fair value measurements to record~~ fair value of ~~certain~~ assets acquired in a business combination, and contingent consideration related to ~~estimate fair value of financial instruments~~ business combinations0.~~t recorded at fair value but required to be disclosed at fair value.~~

~~As of April 2, 2022 and October 2, 2021, we held~~ 0 ~~assets that are required to be measured at fair value on a recurring basis.~~

~~The fair value of our amended and restated term loan credit agreement (“Term Loan”) due in 2028 (see Note 9—Long-Term Debt, Net) was determined to be $790.9~~ ~~million and $802.9~~ million as of April 2, 2022 and October 2, 2021, respectively. These fair value estimates, determined to be Level 2, are subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

~~The carrying amounts of cash, cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to the short-term maturity of these instruments.~~

~~There were~~ 0 ~~transfers between levels in the fair value hierarchy during the three and six months ended April 2, 2022 and April 3, 2021, respectively.~~

~~Table of Contents~~

Seasonality

Our business is highly seasonal. ~~In general, sales~~Sales and earnings are highest during our third and fourth fiscal quarters, being April through September, ~~and~~which represent the peak months of swimming pool use. Sales are substantially lower during our first and second fiscal quarters.

Summary of Other Significant Accounting Policies

There have been no updates to our Significant Accounting Policies since our Annual Report on Form 10-K for the year ended October 1, 2022. For more information regarding our Significant Accounting Policies and Estimates, see Note 2—Summary of Significant Accounting Policies included in our Annual Report on Form 10-K for the year ended October 1, 2022.

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Recent Accounting Pronouncements

In March 2020, January 2021 and December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes. ASU 2019-12 removes certain exceptions related to intraperiod tax allocations, foreign subsidiaries and interim reporting that are present within existing GAAP rules. The ASU also provides updated guidance regarding the tax treatment of certain franchise taxes, goodwill and nontaxable entities, among other items. In addition, ASU 2019-12 clarifies that the effect of a change in tax laws or rates should be reflected in the annual effective tax rate computation during the interim period that includes the enactment date. We adopted ASU 2019-12 as of October 3, 2021, (as of the beginning of the current annual period) and its adoption did not have a material impact on our consolidated financial statements.

~~In October 2021,~~2022, the FASB issued ASU No. ~~2021-08, Business Combinations~~2020-04, 2021-01 and 2022-06, respectively, regarding Reference Rate Reform (collectively “Topic 848”). This collective guidance is in response to accounting concerns regarding contract modifications and hedge accounting because of impending rate reform associated with structural risks of interbank offered rates, and particularly, the risk of cessation of the London Inter-Bank Offer Rate (“LIBOR”) related to regulators in several jurisdictions around the world having undertaken reference rate reform initiatives to identify alternative reference rates. The intended cessation date of the overnight 1-, 3-, 6-, and 12-month tenors of LIBOR is expected to be June 30, 2023. In addition, Topic ~~805”): Accounting~~848 provides optional expedients and exceptions for ~~Contract Assets~~applying GAAP to contracts, hedging relationships, and ~~Contract Liabilities from Contracts with Customers, which includes~~other transactions affected by reference rate reform if certain ~~amendments to improve, simplify, and provide consistency for recognition and measurement of acquired contract assets and contract liabilities from revenue contracts in a business combination.~~criteria are met. The amendments require that an acquirer recognize and measure such contract assets and contract liabilities under Topic 606, Revenue from Contracts with Customers, as if it had originated the contracts. The amendments also allow for election of certain practical expedients, which are applied on an acquisition-by-acquisition basis. The ASUguidance is effective ~~for fiscal years beginning~~upon issuance and may be applied through December 31, 2024, after ~~December 15, 2022, including interim periods within those fiscal years. Early adoption is~~which entities will no longer be permitted ~~including for any interim period, and if elected,~~to apply the ~~amendments are applied retrospectively for any acquisitions that occurred~~relief in ~~the fiscal year~~Topic 848. In anticipation of ~~interim adoption. We adopted ASU 2021-08 during the second quarter of fiscal 2022 and~~ its adoption ~~did~~and based on management’s initial evaluation of the projected impact to our condensed consolidated financial statements, we do not ~~have~~estimate there to be a material ~~impact on our consolidated financial statements.~~impact.

Note 3—Business Combinations

~~The following acquisitions did not have a material impact on our financial position or results of operations.~~ Our condensed consolidated financial statements include the results of operations of these acquisitions from the date of acquisition. The total purchase consideration was allocated to the tangible and intangible assets acquired and the liabilities assumed at their estimated fair values as of each acquisition date, with the excess recorded to goodwill. The goodwill resulting from these acquisitions is expected to be deductible for income tax purposes. During the measurement periods, which will not exceed one year from each closing, we will continue to obtain information to assist us in finalizing the acquisition date fair values. Any qualifying changes to our preliminary estimates will be recorded as adjustments to the respective assets and liabilities, with any residual amounts allocated to goodwill.

Fiscal ~~2022 Acquisitions~~2023 Acquisition

During the ~~six~~three months ended ~~April 2,~~December 31, 2022, we acquired a business for a purchase price of $8.5 million. This acquisition expanded our pool and spa footprint and added five new locations across Florida and Louisiana. The purchase accounting for this acquisition has not yet been completed.

Fiscal 2022 Acquisitions

In fiscal 2022, we acquired 2six businesses for an aggregate purchase price of $~~30.0~~107.7 ~~million.~~million, inclusive of contingent consideration of up to $4.0 million if certain performance metrics are achieved within one to three years of the respective closing dates. These acquisitions expanded our pool and spa footprint and added 1427 new retail locations. We are in the process of obtaining third-party valuations of certain intangible assets and inventories; thus, the provisional measurement of inventories, intangible assets and goodwill are subject to change. locations as well as expanded our manufacturing capabilities. The following table sets forth the preliminary purchase price allocation of these acquisitions, net of immaterial measurement period adjustments, in the aggregate (in thousands):

Total purchase consideration, net of cash acquired

$
29,988

Less fair value of assets acquired and liabilities assumed:

Inventory

13,899

Intangibles

2,000

Other assets and liabilities, net

(1,644
)
Total assets acquired, net of liabilities assumed

14,255

Goodwill

$
15,733

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~~Fiscal 2021 Acquisitions~~

~~In fiscal 2021, we completed~~ 3 ~~acquisitions of retailers of supplies and services for hot tubs and swim spas with~~ 8 ~~locations. During the six~~ ~~months ended April 2, 2022, we recorded measurement period adjustments resulting in an increase in goodwill of $1.5~~ ~~million related to these acquisitions.~~. The purchase accounting for ~~two~~four of the ~~three~~six acquisitions is complete.


	Total
Total purchase consideration, net of cash acquired	$	107,663
Fair value of assets acquired and liabilities assumed:
Inventories		20,050
Finite-lived intangible assets		15,200
Other assets and liabilities, net		1,692
Total assets acquired, net of liabilities assumed		36,942
Goodwill	$	70,721

Note 4 —Goodwill and Other Intangibles, Net

Goodwill

The following table details the changes in goodwill (in thousands):

April 2, 2022

October 2, 2021

April 3, 2021

Balance at beginning of the period

$
101,114

$
93,295

$
93,295

Acquisitions

15,733

7,819

4,397

Measurement period adjustments

1,475

0

0

Balance at the end of the period

$
118,322

$
101,114

$
97,692


	December 31, 2022		October 1, 2022		January 1, 2022
Balance at beginning of the period	$	173,513	$	101,114	$	101,114
Acquisitions, net of measurement period adjustments		2,650		72,399		4,675
Balance at the end of the period	$	176,163	$	173,513	$	105,789

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Other Intangible Assets

Other intangible assets consisted of the following as of ~~April 2,~~December 31, 2022 (in thousands, except weighted average remaining useful life):


	Weighted Average Remaining Useful Life (in Years)		Gross Carrying Value		Accumulated Amortization			Net Carrying Amount		Weighted Average Remaining Useful Life (in Years)		Gross Carrying Value		Accumulated Amortization			Net Carrying Amount
Trade name and trademarks (finite life)		9.2	$	7,940	$	(5,350	)	$	2,590		10.5	$	27,140	$	(6,224	)	$	20,916
Trade name and trademarks (indefinite life)	Indefinite			17,750		—			17,750	Indefinite			9,350		—			9,350
Non-compete agreements		7.0		8,683		(7,276	)		1,407		6.1		8,683		(7,431	)		1,252
Consumer relationships		6.1		19,000		(12,513	)		6,487		7.7		24,100		(13,879	)		10,221
Other intangibles		6.7		6,620		(6,311	)		309		5.8		6,620		(6,403	)		217
Total			$	59,993	$	(31,450	)	$	28,543			$	75,893	$	(33,937	)	$	41,956

Other intangible assets consisted of the following as of October ~~2, 2021~~1, 2022 (in thousands, except weighted average remaining useful life):


	Weighted Average Remaining Useful Life (in Years)		Gross Carrying Value		Accumulated Amortization			Net Carrying Amount		Weighted Average Remaining Useful Life (in Years)		Gross Carrying Value		Accumulated Amortization			Net Carrying Amount
Trade name and trademarks (finite life)		6.6	$	5,940	$	(5,274	)	$	666		11.0	$	24,440	$	(5,907	)	$	18,533
Trade name and trademarks (indefinite life)	Indefinite			17,750		—			17,750	Indefinite			9,350		—			9,350
Non-compete agreements		7.5		8,633		(7,123	)		1,510		6.5		8,683		(7,379	)		1,304
Consumer relationships		6.4		19,000		(11,688	)		7,312		7.9		24,100		(13,339	)		10,761
Other intangibles		7.0		6,620		(5,952	)		668		6.2		6,620		(6,380	)		240
Total			$	57,943	$	(30,037	)	$	27,906			$	73,193	$	(33,005	)	$	40,188

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Other intangible assets consisted of the following as of ~~April 3, 2021~~January 1, 2022 (in thousands, except weighted average remaining useful life):


	Weighted Average Remaining Useful Life (in Years)		Gross Carrying Value		Accumulated Amortization			Net Carrying Amount		Weighted Average Remaining Useful Life (in Years)		Gross Carrying Value		Accumulated Amortization			Net Carrying Amount
Trade name and trademarks (finite life)		3.1	$	5,540	$	(5,195	)	$	345		6.5	$	5,940	$	(5,311	)	$	629
Trade name and trademarks (indefinite life)	Indefinite			18,550		—			18,550	Indefinite			17,750		—			17,750
Non-compete agreements		8.9		9,833		(7,014	)		2,819		7.2		8,633		(7,174	)		1,459
Consumer relationships		6.5		18,500		(10,853	)		7,647		6.3		19,000		(12,545	)		6,455
Other intangibles		7.3		5,303		(4,505	)		798		6.9		6,620		(6,274	)		346
Total			$	57,726	$	(27,567	)	$	30,159			$	57,943	$	(31,304	)	$	26,639

Amortization ~~expen~~seexpense was $~~0.1~~0.9 million and $~~0.5~~1.3 million for the three months ended ~~April 2,~~December 31, 2022 and ~~April 3, 2021, respectively. Amortization expense was $1.4~~ ~~million~~ ~~and $1.0~~ ~~million for the six months ended April 2,~~January 1, 2022, ~~and April 3, 2021,~~ respectively. ~~NaN~~No impairment of goodwill or other intangible assets was recorded during the three ~~and six~~ months ended ~~April 2,~~December 31, 2022 and ~~April 3, 2021, respectively.~~January 1, 2022.

The following table summarizes the estimated future amortization expense related to finite-lived intangible assets on our condensed consolidated balance sheet as of ~~April 2,~~December 31, 2022 (in thousands):


	Amount		Amount
Remainder of fiscal 2022	$	1,174
2023		2,123
Remainder of fiscal 2023			$	3,580
2024		1,485		3,873
2025		1,388		3,777
2026		1,142		3,530
2027				3,407
Thereafter		3,481		14,439
Total	$	10,793	$	32,606

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Note 5—Accounts and Other Receivables, Net

Accounts and other receivables, net consisted of the following (in thousands):


	April 2, 2022			October 2, 2021			April 3, 2021			December 31, 2022			October 1, 2022			January 1, 2022
Vendor and other rebates receivable	$	20,519		$	23,222		$	29,288		$	27,521		$	24,546		$	26,476
Customer receivables		12,193			13,473			10,464			15,969			17,708			11,415
Other receivables		1,932			4,621			2,545			4,512			4,553			4,155
Allowance for doubtful accounts		(1,025	)		(2,456	)		(564	)		(1,627	)		(1,512	)		(2,693	)
Total	$	33,619		$	38,860		$	41,733		$	46,375		$	45,295		$	39,353

Note 6—Inventories

Inventories consisted of the following (in thousands):


	April 2, 2022		October 2, 2021		April 3, 2021		December 31, 2022		October 1, 2022		January 1, 2022
Raw materials	$	9,595	$	4,244	$	4,274	$	7,987	$	9,065	$	4,741
Finished goods		335,451		194,545		273,586		421,530		352,621		239,891
Total	$	345,046	$	198,789	$	277,860	$	429,517	$	361,686	$	244,632

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Note 7—Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	April 2, 2022		October 2, 2021		April 3, 2021		December 31, 2022		October 1, 2022		January 1, 2022
Prepaid expenses	$	21,209	$	12,814	$	23,809
Income taxes receivable		10,555		—		11,054
Prepaid insurance							$	6,812	$	1,110	$	6,372
Prepaid occupancy costs								2,004		1,840		1,727
Prepaid sales tax								1,753		2,874		1,079
Prepaid inventory								771		—		17,785
Prepaid other								4,382		4,847		2,931
Other current assets		9,476		7,750		5,138		14,199		12,433		8,279
Total	$	41,240	$	20,564	$	40,001	$	29,921	$	23,104	$	38,173

Note 8—Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following (in thousands):


	April 2,2022		October 2, 2021		April 3, 2021		December 31, 2022		October 1, 2022		January 1, 2022
Accounts payable	$	160,909	$	100,960	$	181,524	$	117,269	$	156,456	$	99,540
Accrued payroll and employee benefits		20,050		40,071		20,492		13,154		34,010		16,354
Customer deposits		16,874		19,861		16,288		7,505		13,250		15,659
Interest		4,293		4,898		524		579		342		4,521
Inventory related accruals		15,072		12,444		10,544		11,254		16,034		9,166
Loyalty and deferred revenue		8,727		6,685		2,835		6,157		5,541		7,944
Sales taxes		11,807		13,975		11,741
Sales tax								4,528		9,130		8,189
Self-insurance reserves		11,182		7,679		5,039		8,417		9,280		8,709
Other accrued liabilities		19,561		27,024		13,279		13,900		22,929		18,742
Total	$	268,475	$	233,597	$	262,266	$	182,763	$	266,972	$	188,824

As of ~~April 2,~~December 31, 2022 and October ~~2, 2021 there were~~1, 2022, capital expenditures included in other accrued liabilities of $~~2.0~~0.4 million and $~~1.5~~1.1 million, respectively. As of ~~April 3, 2021~~January 1, 2022, there were 0no capital expenditures included in other accrued liabilities.

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Note 9—Long-Term Debt, Net

Our long-term debt, net consisted of the following (in thousands, except interest rates):


	Effective Interest Rate (1)				April 2, 2022			October 2, 2021			April 3, 2021			Effective Interest Rate (1)				December 31, 2022			October 1, 2022			January 1, 2022
Term Loan—due on March 9, 2028		3.02	%	(2)	$	801,900		$	805,950		$	810,000			7.23	%	(2)	$	795,825		$	797,850		$	803,925
Revolving Credit Facility		1.25	%	(3)		45,000			0			0			5.99	%	(3)		91,000			—			—
Total long-term debt						846,900			805,950			810,000							886,825			797,850			803,925
Less: current portion of long-term debt						(8,100	)		(8,100	)		(8,100	)						(8,100	)		(8,100	)		(8,100	)
Less: noncurrent Revolving Credit Facility						(45,000	)		0			0							(91,000	)		—			—
Less: unamortized discount						(3,046	)		(3,285	)		(3,519	)						(2,684	)		(2,805	)		(3,164	)
Less: deferred financing charges						(7,833	)		(8,440	)		(9,042	)						(6,908	)		(7,219	)		(8,134	)
Total long-term debt, net					$	782,921		$	786,125		$	789,339						$	778,133		$	779,726		$	784,527

(1)

Effective interest rates as of ~~April 2,~~December 31, 2022.

(2)

Carries interest at a specified margin over LIBOR between 2.50% and 2.75% with a minimum LIBOR of 0.50%.

(3)

Carries interest at a specific margin between 0.25% and 0.75% with respect to Base Rate loans and between 1.25% and 1.75% with respect to Eurodollar Rate loans.

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Term Loan

In March 2021, we entered into an amendment to our term loan credit agreement (“Term ~~Loan.~~Loan”). The amended Term Loan provides for an $810.0 million secured term loan facility with a maturity date of March 9, 2028. Borrowings under the Term Loan ~~have~~had an initial applicable rate, at our option, of (i)(i) 2.75% for loans that are LIBOR loans and (ii) 1.75% of for loans that are ABR loans. The applicable rate of the Term Loan is based on our first lien leverage ratio as follows: (a) if the first lien leverage ratio is greater than 2.75 to 1.00, thethe applicable rate will be 2.75% for LIBOR loans and 1.75% for ABR loans and (b) the first lien leverage ratio is less than or equal to 2.75 to 1.00, the applicable rate will be 2.50% for LIBOR loans and 1.50% for ABR loans. For LIBOR loans, the loans will bear interest at the adjusted LIBOR rate plus the applicable rate, where the adjusted LIBOR rate will not be less than 0.50%. ~~As a result of the amendment during the three months ended April 3, 2021, we recognized a $1.9~~ ~~million loss on debt extinguishment on our condensed consolidated statements of operations.~~

Revolving Credit Facility

In April 2021, we entered into Amendment No. 5 to our $200.0 million credit facility ~~(the “Revolving~~(“Revolving Credit Facility”) maturing on August 13, 2025 (the “Amendment”). The Amendment has (i) an applicable margin on ~~the~~ Base Rate loans with a range of 0.25% to 0.75%, (ii) an applicable margin on ~~the~~ Eurodollar Rate loans with a range of 1.25% to 1.75%, (iii) a LIBOR floor of 0%, and (iv) a commitment fee rate of 0.25%.

We are also obligated to pay a commission on all outstanding letters of credit as well as customary administrative, issuance, fronting, amendment, payment, and negotiation fees. As of ~~April 2,~~December 31, 2022, we had $~~45.0~~91.0 million outstanding on the Revolving Credit Facility. As of October ~~2, 2021~~1, 2022 and ~~April 3, 2021,~~January 1, 2022, 0no amounts were outstanding on the Revolving Credit ~~Facility, respectively.~~Facility. The amount available under our Revolving Credit Facility was reduced by $10.0 million of existing standby letters of credit as of ~~April 2,~~December 31, 2022. ~~Subsequent to April 2, 2022, we repaid the outstanding balance on the Revolving Credit Facility of $45.0~~ ~~million.~~

~~Senior Unsecured Notes~~

~~The senior unsecured notes principal of $390.0~~ ~~million was paid in full on November 3, 2020, resulting in a loss on debt extinguishment of $7.3~~ ~~million on our condensed consolidated statements of operations for the six months ended April 3, 2021, respectively.~~

Representations and Covenants

Substantially all of our assets are pledged as collateral to secure our indebtedness. The Term Loan and the Revolving Credit Facility do not require us to comply with any financial covenants. The Term Loan and the Revolving Credit Facility contain customary representations and warranties, covenants, and conditions to borrowing. No event of default ~~had~~ occurred as of ~~April 2,~~December 31, 2022, October ~~2, 2021,~~1, 2022, or ~~April 3, 2021.~~January 1, 2022.

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Future Debt Maturities

The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as o~~f April 2,~~of December 31, 2022 (in thousands):


	Amount		Amount
Remainder of fiscal 2022	$	4,050
2023		8,100
Remainder of fiscal 2023			$	6,075
2024		6,075		6,075
2025		55,125		101,125
2026		8,100		8,100
2027				8,100
Thereafter		765,450		757,350
Total	$	846,900	$	886,825

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Note 10—Income Taxes

Our effective income tax rate was a benefit of ~~29.0~~25.0% for the ~~six~~three months ended ~~April 2,~~December 31, 2022, compared to ~~a benefit of~~ ~~32.4~~26.7% for the ~~six~~three months ended ~~April 3, 2021.~~January 1, 2022. The ~~difference~~differences between the statutory rate and our effective rate for the ~~six~~three months ended ~~April 2,~~December 31, 2022 ~~was~~and January 1, 2022, were primarily attributable to state taxes. The difference between the statutory rate and our effective rate for the six months ended April 3, 2021, was primarily attributable to a reduction in the valuation allowance for our interest limitation carryforward and state taxes. Our effective income tax rate can fluctuate due to factors including valuation allowances, changes in tax laws, federal and state audits, and the impact of other discrete items.

In August 2022, the Inflation Reduction Act of 2022 was signed into law and contains provisions effective January 1, 2023. The Company is currently evaluating its impact on future periods, and at this time the Company does not expect it to have a material impact on our condensed consolidated financial statements.

Note 11—Commitments & Contingencies

Contingencies

We are defendants in lawsuits or potential claims encountered in the normal course of business. When the potential liability from a matter can be estimated and the loss is considered probable, we record the estimated loss. Due to uncertainties related to the resolution of lawsuits, investigations and claims, the ultimate outcome may differ from the estimates. We do not expect that the resolutions of any of these matters will have a material effect to our condensed consolidated financial position or results of operations. We did not record any material loss contingencies as of ~~April 2,~~December 31, 2022, October ~~2, 2021,~~1, 2022, and ~~April 3, 2021,~~January 1, 2022, respectively.

Our workers’ compensation insurance program, general liability insurance program, and employee group medical plan have self-insurance retention features of up to $0.4 ~~milli~~onmillion per event as of ~~April 2,~~December 31, 2022, October 1, 2022 and ~~October 2, 2021.~~January 1, 2022. We had standby letters of credit outstanding in the ~~amounts~~amount of $10.0 million as of ~~April 2,~~December 31, 2022 for the purpose of securing such obligations under our workers’ compensation self-insurance programs.

Note 12—Related Party Transactions

In February 2017, we entered into a management services agreement with our private equity sponsors in connection with our acquisition in February 2017. The management services agreement provided that we pay an annual fee for management and advisory services to us and our affiliates, including general management consulting services, support and analysis with respect to financing alternatives and strategic planning functions. The management services agreement terminated in October 2020 in connection with the completion of our initial public offering (“IPO”). During the six months ended April 3, 2021, we paid or accrued management fees in the amount of $~~0.4~~ ~~million.~~

On December 14, 2021, the Company entered into a share repurchase agreement with Bubbles Investor Aggregator, L.P. and Explorer Investment Pte. Ltd. (together, the “Selling Stockholders”), each a greater than 5% beneficial owner of the Company’s common stock at the time of the transaction, providing for the repurchase by the Company from the Selling Stockholders of an aggregate of 7.5 million shares of common stock, conditioned on the closing of a contemporaneous secondary public offering (the “Offering”). The price per share of repurchased common stock paid by the Company was $20.25, which represents the per share price at which shares of common stock were sold to the public in the Offering less the underwriting discount. The repurchase transaction closed on December 16, 2021. See Note 13—Share Repurchase Program for detailed information regarding ~~the~~our share repurchase program.

Note 13—Share Repurchase Program

On December 3, 2021, the ~~Board~~board of ~~Directors~~directors authorized a share repurchase program for up to an aggregate ~~amount~~ of $300 million of the Company’s outstanding shares of common stock over a period of three years, expiring December 3, 2024. The amount, price, manner, and timing of repurchases are determined by the Company in its discretion and depends on a number of factors, including legal requirements, price, economic and market conditions, the Company’s financial condition, capital requirements, cash flows, results of operations, future business prospects, and other factors our management may deem relevant. The ~~timing, volume, and nature of repurchases, are subject to market conditions, applicable securities laws and other factors and~~share repurchase program may be amended, suspended, or discontinued at any time. Shares may be repurchased from ~~time to time~~time-to-time using a variety of methods, including on the open market and/or in privately negotiated transactions, ~~or otherwise.~~including under plans complying with Rule 10b5-1 under the Exchange Act, as part of accelerated share repurchases, and other methods.

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On December 16, 2021, the Company repurchased and retired 7.5 million shares of common stock at a price per share of $20.25. under the program. The Company paid $151.9 million ($152.1 million including offering costs) to fund the share repurchase using existing cash on hand. The Company accounted for the share repurchase and retirement of shares under the cost method by deducting its par value from common stock, reducing additional paid-in-capital by $127.5 million ~~using~~(using the share price when the ~~stock was~~shares were originally ~~issued,~~issued), and increasing retained deficit by the remaining

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excess cost of $24.4 ~~million increased retained deficit.~~ million.

As of ~~April 2,~~December 31, 2022, approximately $147.7 $~~148.1~~ m~~illion~~million remained available for future purchases under ~~the~~our share repurchase program.

The following table presents information about our repurchases of common stock under our share repurchase program (in thousands):


	Three Months Ended				Six Months Ended				Three Months Ended
	April 2, 2022		April 3, 2021		April 2, 2022		April 3, 2021		December 31, 2022		January 1, 2022
Total number of shares repurchased		—		—		7,500		—		27		7,500
Total amount paid for shares repurchased	$	—	$	—	$	151,875	$	—	$	419	$	151,875

Note 14—Equity-Based Compensation

Equity-Based Compensation

2020 Omnibus Incentive Plan

In October 2020, we adopted the Leslie’s, Inc. 2020 Omnibus Incentive Plan (the “Plan”). The Plan provides for the grant of awards such as non-qualified stock options to purchase Leslie’s common stock (each, a “Stock Option”) ~~and~~, restricted stock units (“RSUs”) and performance stock units (“PSUs”) which may settle in Leslie’s, Inc. common stock to our directors, executives, and eligible employees of the Company. The vesting of the Company’s outstanding and unvested Stock Options, RSUs and PSUs is contingent upon the holder’s continued service through the date of each applicable vesting event. As of December 31, 2022, we had approximately 7.4 million shares of common stock available for future grants under the Plan.

As of December 31, 2022, the aggregate unamortized value of all outstanding equity-based compensation awards was approximately $35.6 million, which is expected to be recognized over a weighted average period of approximately 2.7 years.

Stock Options

Stock Options granted under the Plan generally expire ten years from the date of grant and consist of Stock Options that vest upon the satisfaction of time-based requirements (“Service Stock Option”) and performance-based Stock Options that vest upon satisfaction of a performance-based requirement (“Performance Stock Options”). RSUs consist of grants that vest ratably upon the satisfaction of time-based requirements (“Service RSU”) and performance-based RSUs that vest upon satisfaction of performance-based requirements (“Performance RSU”). In each case, vesting of the Company’s outstanding and unvested Stock Options and RSUs is contingent upon the holder’s continued service through the date of each applicable vesting event. As of April 2, 2022, we had approximatelyrequirements. ~~7.5~~ ~~million shares of common stock available for future grants under the Plan.~~

~~As of April 2, 2022, the aggregate unamortized value of all outstanding equity-based compensation awards was approximately $34.8~~ ~~million, which is expected to be recognized over a weighted average period of approximately~~ ~~2.8~~ ~~years.~~

~~Stock Options~~

The following tables summarizes our Stock Option activity under the Plan during the ~~six~~three months ended December 31, 2022 (in thousands, except per share amounts):

April 2, 2022

Number of Options

Weighted Average
Exercise Price

Outstanding, Beginning

4,877

$
18.22

Granted

0

0

Exercised

(19
)

17.00

Forfeited

(334
)

18.33

Balance, Ending

4,524

$
18.22

Vested as of April 2, 2022(1)

1,363

$
17.71

~~(1)~~

~~Includes~~ ~~550,736~~ ~~stock options that were subject to the Company’s achievement of the fiscal 2021 net income target which was deemed to have been met during the six months ended April 2, 2022.~~


	December 31, 2022
	Number of Options			Weighted Average Exercise Price
Outstanding, Beginning		3,780		$	18.24
Granted		—			—
Exercised		—			—
Forfeited/Expired		(137	)		18.69
Balance, Ending		3,643		$	18.23

Vested and exercisable as of December 31, 2022		1,994		$	17.87


	As of April 2, 2022		As of December 31, 2022
Aggregate intrinsic value of options outstanding	$	12,009	$	—
Unamortized value of unvested stock options	$	12,122	$	7,920
Weighted average period (years) that expense is expected to be recognized		2.1
Weighted average remaining contractual life (years) for options outstanding		9.0
Weighted average years that expense is expected to be recognized				1.6
Weighted average remaining contractual years outstanding				8.4

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Restricted Stock Units and Performance Units

RSUs represent grants that vest ratably upon the satisfaction of time-based requirements. PSUs represent grants potentially issuable in the future based upon the Company’s achievement of certain performance conditions. The fair value of our RSUs and PSUs are calculated based on the Company’s stock price on the date of the grant.

The following table summarizes our RSU and PSU activity under the Plan during the ~~six~~three months ended December 31, 2022 (in thousands, except per share amounts):


	April 2, 2022					December 31, 2022
	Number of RSUs			Weighted Average Grant Date Fair Value		Number of RSUs/PSUs			Weighted Average Grant Date Fair Value
Outstanding, Beginning		3,135		$	6.90		2,297		$	10.04
Granted(1)		455			19.94		909			12.04
Vested		(444	)		4.13		(110	)		4.53
Forfeited		(276	)		6.76		(79	)		12.07
Balance, Ending		2,870		$	9.41		3,017		$	10.79

As of April 2, 2022

Unamortized value of unvested RSUs

$
22,701

Weighted average period (years) expense is expected to be recognized

3.2

(1)

Includes 0.3 million PSUs granted in December 2022 subject to the Company achieving certain adjusted net income and sales performance targets on a cumulative basis during each of fiscal years 2023, 2024, and 2025. The criteria is based on a range of these performance targets in which participants may earn between 0% to 200% of the base number of awards granted. The weighted average grant date fair value of the PSUs was $12.04 and assumes attainment of target payout rates at 100% as set forth in the performance criteria. Equity-based compensation expense is recognized for awards deemed probable of vesting.


	As of December 31, 2022
Unamortized value of unvested RSUs/PSUs	$	27,645
Weighted average period (years) expense is expected to be recognized		3.0

During the three ~~and six~~ months ended ~~April 2,~~December 31, 2022 and January 1, 2022, equity-based compensation ~~expens~~eexpense was $~~2.9~~3.0 million and $~~5.7~~2.8 million, ~~respectively, and includes Company related payroll tax expense. During the three months ended April 3, 2021, equity-based~~respectively. Equity-based compensation expense wa~~s $2.0~~ ~~million.~~ ~~During the six months ended April 3, 2021, equity-based compensation expense was $14.1~~ ~~million~~ ~~and was primarily due to the vesting of performance-based equity units as a result of the Company’s IPO. These costs are~~is reported in selling, general, ~~and~~& administrative expenses (“SG&A”) in our condensed consolidated statements of operations.

Note 15—Earnings Per Share

The following is a reconciliation of basic weighted average common shares outstanding to diluted weighted average common shares outstanding (in thousands, except per share amounts):


	Three Months Ended						Six Months Ended						Three Months Ended
	April 2, 2022			April 3, 2021			April 2, 2022			April 3, 2021			December 31, 2022			January 1, 2022
Numerator:
Net loss	$	(7,440	)	$	(6,452	)	$	(21,891	)	$	(36,709	)	$	(30,259	)	$	(14,451	)
Denominator:
Weighted average shares outstanding - basic		182,678			186,810			185,592			181,900		$	183,513			188,507
Effect of dilutive securities:
Stock options		—			—			—			—
Stock Options														—			—
RSUs		—			—			—			—			—			—
Weighted average shares outstanding - diluted		182,678			186,810			185,592			181,900			183,513			188,507

Basic earnings per share	$	(0.04	)	$	(0.03	)	$	(0.12	)	$	(0.20	)	$	(0.16	)	$	(0.08	)
Diluted earnings per share	$	(0.04	)	$	(0.03	)	$	(0.12	)	$	(0.20	)	$	(0.16	)	$	(0.08	)

The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted earnings per share because the effect of including such shares would have been antidilutive (in thousands):


	Three Months Ended				Six Months Ended				Three Months Ended
	April 2, 2022		April 3, 2021		April 2, 2022		April 3, 2021		December 31, 2022		January 1, 2022
Stock options		811		760		860		437
Stock Options										3,699		2,214
RSUs		2,467		5,505		2,652		4,673		1,969		240
Total		3,278		6,265		3,512		5,110		5,668		2,454

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

The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes, which are included elsewhere in this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Actual results or outcomes may differ materially from those anticipated in these forward-looking statements, which isare subject to risks, uncertainties, and other factors, including those described in Part l,I, Item 1A,“~~Risk Factors~~” of “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended October ~~2, 2021, and elsewhere in this Quarterly Report on Form 10-Q, and in our other filings with the Securities and Exchange Commission.~~1, 2022.

We operate on a fiscal calendar that results in a fiscal year consisting of a 52- or 53-week period ending on the Saturday closest to September 30th. In a 52-week fiscal year, each quarter contains 13 weeks of operations; in a 53-week fiscal year, each of the first, second and third quarters includes 13 weeks of operations and the fourth quarter includes 14 weeks of operations. References to ~~fiscal~~the three months ended December 31, 2022 and the three months ended January 1, 2022 refer to the ~~fiscal year~~13 weeks ended ~~October~~December 31, 2022 and January 1, ~~2022. Fiscal~~ 2022, ~~included 52 weeks of operations.~~respectively.

Our Company

We are the largest and most trusted ~~direct-to-consumer~~direct-to-consumer brand in the ~~$14~~$15 billion United States pool and spa care industry, serving residential and professional consumers. Founded in 1963, we are the only direct-to-consumer pool and spa care brand with national scale, operating an integrated marketing and distribution ecosystem powered by a physical network of ~~965~~992 branded locations and a robust digital platform. We offer an extensive assortment of professional-grade products, the majority of which are exclusive to Leslie’s, as well as certified installation and repair services, all of which are essential to the ongoing maintenance of pools and spas. Our dedicated team of associates, pool and spa care experts, and experienced service technicians are passionate about empowering our consumers with the knowledge, products, and solutions necessary to confidently maintain and enjoy their pools and spas. The considerable scale of our integrated marketing and distribution ecosystem, which is powered by our direct-to-consumer network, uniquely enables us to efficiently reach and service every pool and spa in the continental United States.

We operate primarily in the pool and spa aftermarket industry, which is one of the most fundamentally attractive consumer categories given its scale, predictability, and growth outlook. We have a highly predictable, recurring revenue model, as evidenced by our 5859 consecutive years of sales growth. Approximately 80% of our assortment is comprised of non-discretionary products essential to the care of residential and commercial pools and spas. Our assortment includes ~~chemicals,~~chemicals, equipment and parts, cleaning and maintenance equipment, and safety, recreational, and fitness-related products. We also offer important essential services, such as equipment installation and repair for residential consumers and professional pool operators. Consumers receive the benefit of extended vendor warranties on purchased products from our locations and on installations or repairs from our certified in-field technicians. We offer complimentary, commercial-grade in-store water testing and analysis via our proprietary AccuBlue® system, which increases consumer engagement, conversion, basket size, and loyalty, resulting in higher lifetime value. Our water treatment expertise is powered by data and intelligence accumulated from the millions of water tests we have performed over the years, positioning us as the most trusted water treatment service provider in the industry. Due to the non-discretionary nature of our products and services, our business has historically delivered strong, uninterrupted growth and profitability in all market environments, including through the Great Recession and the ongoing COVID-19 pandemic.

We have a legacy of leadership and disruptive innovation. Since our founding in 1963, we have been the leading innovator in our category and have provided our consumers with the most advanced pool and spa care available. As we have scaled, we have leveraged our competitive advantages to strategically reinvest in our business and intellectual property to develop new value-added capabilities. Over the course of our history, we have pioneered complimentary in-store water testing, offered complimentary in-store equipment repair services, introduced the industry’s first loyalty program, and developed an expansive platform of owned and exclusive brands. These differentiated capabilities allow us to meet the needs of any pool and spa owner, whether they care for their pool or spa themselves or rely on a professional, whenever, wherever, and however they choose to engage with us.

Key Factors and Measures We Use to Evaluate Our Business

We consider a variety of financial and operating measures in assessing the performance of our business. The key measures we use under ~~United States~~ GAAP are sales, gross profit and gross margin, SG&A, and operating income (loss). The key non-GAAP measures and other operating measures we use are comparable sales, comparable sales growth, Adjusted EBITDA, Adjusted net income (loss), and Adjusted earnings per share.

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Sales

We offer a broad range of products that consists of regularly purchased, non-discretionary pool and spa maintenance items such as chemicals, equipment, cleaning accessories and parts, as well as installation and repair services for pool and spa equipment. Our offering of proprietary, owned, and third-party brands across diverse product categories drives sales growth by attracting new consumers and encouraging repeat visits from our existing consumers. Revenue from merchandise sales at retail locations is recognized at the point of sale, revenue from services is recognized when the services are rendered, and revenue from e-commerce merchandise sales is generally recognized upon shipment of the merchandise. Revenue is recorded net of related discounts and sales tax. Payment from retail customers is generally at the point of sale and payment terms for professional pool operator customers are based on our credit requirements and generally have terms of less than 60 days. When we receive payment from a consumer before the consumer has taken possession of the merchandise or the service has been performed, the amount received is recorded as deferred revenue or as a customer deposit until the sale or service is complete. Sales are impacted by product mix and availability, as well as promotional and competitive activities and the spending habits of our consumers. Growth of our sales is primarily driven by comparable sales growth and expansion of our locations in existing and new markets.

Comparable Sales and Comparable Sales Growth

We measure comparable sales growth as the increase or decrease in sales recorded by the comparable base in any reporting period, compared to sales recorded by the comparable base in the prior reporting period. The comparable base includes sales through our locations and through our e-commerce websites and third-party marketplaces. Comparable sales growth is a key measure used by management and our board of directors to assess our financial performance.

We consider a new or acquired location comparable in the first full month after it has completed ~~52 weeks~~one year of sales. Closed locations become non-comparable during their last partial month of operation. Locations that are relocated are considered comparable at the time the relocation is complete. Comparable sales is not calculated in the same manner by all companies, and accordingly, ~~are~~is not necessarily comparable to similarly titled measures of other companies and may not be an appropriate measure for performance relative to other companies.

The number of new locations reflects the number of locations opened during a particular reporting period. New locations require an initial capital investment in location build-outs, fixtures, and equipment, which we amortize over time as well as cash required for inventory.

As of ~~April 2,~~December 31, 2022, we op~~erated 965 retail locations~~operated 992 locations in 3839 states across the United States. We owned 27 locations and leased the remainder of our locations. Our initial lease terms are typically five years with options to renew for multiple ~~successive~~successive five-year periods. We evaluate new opportunities in new and existing markets based on the number of pools and spas in the market, competition, our existing locations, availability and cost of real estate, and distribution and operating costs of our locations. We review performance of our locations on a regular basis and evaluate opportunities to strategically close locations to improve our profitability. Our limited investment costs in individual locations and our ability to transfer sales to our extensive network of remaining locations and e-commerce websites allows us to improve profitability as a result of any strategic closures.

Gross Profit and Gross Margin

Gross profit is equal to our sales less our cost of merchandise and services sold. Cost of merchandise and services sold reflects the direct cost of purchased merchandise, costs to package certain chemical products, including direct materials and labor, costs to provide services, including labor and materials, as well as distribution and occupancy costs. The direct cost of purchased merchandise includes vendor rebates, which are generally treated as a reduction of merchandise costs. We recognize such vendor rebates at the time the obligations to purchase products or perform services have been completed, and the related inventory has been sold. Distribution costs include warehousing and transportation expenses, including costs associated with third-party fulfillment centers used to ship merchandise to our e-commerce consumers. Occupancy costs include the rent, common area maintenance, real estate taxes, and depreciation and amortization costs of all retail locations. These costs are significant and are expected to continue to increase proportionate to our growth.

Gross margin is gross profit as a percentage of our sales. Gross margin is impacted by merchandise costs, pricing and promotions, product mix and availability, inflation, and service costs, which can vary. Our proprietary brands, custom-formulated products, and vertical integration provide us with cost savings, as well as greater control over product availability and quality as compared to other companies in the industry. Gross margin is also impacted by the costs of distribution and occupancy costs, which can vary.

Our gross profit is variable in nature and generally follows changes in sales. The components of our cost of merchandise and services sold may not be comparable to the components of cost of sales or similar measures of other companies. As a result, our gross profit and gross margin may not be comparable to similar data made available by other companies.

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Selling, General and Administrative Expenses

Our SG&A includes selling and operating expenses across our retail locations and digital platform, and c~~orporate-level~~our corporate-level general and administrative expenses. Selling and operating expenses at retail locations include payroll, bonus and benefit costs for personnel, supplies, and credit and debit card processing costs. Corporate expenses include payroll, bonus, and benefit costs for our corporate and field support functions, equity-based compensation, marketing and advertising, insurance, utilities, occupancy costs related to our corporate office facilities, professional services, and depreciation and amortization for all assets, except those related to our retail locations and distribution operations, which are included in cost of merchandise and services sold. Selling and operating expenses generally vary proportionately with sales and the change in the number of locations. In contrast, general and administrative expenses are generally not directly proportional to sales and the change in the number of locations but are expected to increase over time to support our growth and public company obligations. The components of our SG&A may not be comparable to the components of similar measures of other companies.

Operating Income (Loss)

Operating income (loss) is gross profit less SG&A. Operating income (loss) excludes interest expense, loss on debt extinguishment, income tax expense (benefit), and other (income) expenses, net. We use operating income (loss) as an indicator of the productivity of our business and our ability to manage expenses.

Adjusted EBITDA

Adjusted EBITDA is defined as earnings before interest (including amortization of debt issuance costs), taxes, depreciation and amortization, management fees, equity-based compensation expense, loss on debt extinguishment, costs related to equity offerings, strategic project costs, executive transition costs, ~~loss (gain)~~severance, losses (gains) on disposition of fixed assets, ~~mark-to-market on interest rate cap,~~merger and acquisition costs, and other non-recurring, non-cash or discrete items. Adjusted EBITDA is a key measure used by management and our board of directors to assess our financial performance. Adjusted EBITDA is 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 to supplement GAAP measures of performance to evaluate the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other companies using similar measures.

Adjusted EBITDA is not a recognized measure of financial performance under GAAP but is used by some investors to determine a company’s ability to service or incur indebtedness. Adjusted EBITDA is not calculated in the same manner by all companies, and accordingly, is not necessarily comparable to similarly ~~entitled~~titled measures of other companies and may not be an appropriate measure for performance relative to other companies. Adjusted EBITDA should not be construed as an indicator of a company’s operating performance in isolation from, or as a substitute for, net income (loss), cash flows from operations or cash flow data, all of which are prepared in accordance with GAAP. We have presented Adjusted EBITDA solely as supplemental disclosure because we believe it allows for a more complete analysis of results of operations. Adjusted EBITDA is not intended to represent, and should not be considered more meaningful than, or as an alternative to, measures of operating performance as determined in accordance with GAAP. In the future, we may incur expenses or charges such as those added back to calculate Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these items.

Adjusted Net Income (Loss) and Adjusted Earnings per Share

Adjusted net income (loss) and Adjusted earnings per share are additional key measures used by management and our board of directors to assess our financial performance. Adjusted net income (loss) and Adjusted earnings per share are also frequently used by analysts, investors, and other interested parties to evaluate companies in our industry, when considered alongside other GAAP measures.

Adjusted net income (loss) is defined as net income (loss) adjusted to exclude management fees, equity-based compensation expense, loss on debt extinguishment, costs related to equity offerings, strategic project costs, executive transition costs, ~~loss (gain)~~severance, losses (gains) on disposition of fixed assets, ~~mark-to-market on interest rate cap,~~merger and acquisition costs, and other non-recurring, non-cash or discrete items. Adjusted diluted earnings per share is defined as Adjusted net income (loss) divided by the diluted weighted average number of common shares outstanding.

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Factors Affecting the Comparability of our Results of Operations

Our reported results have been affected by, among other events, the following events, which must be understood in order to assess the comparability of our period-to-period financial performance and condition.

Impact of ~~COVID-19~~Macroeconomic Events and Uncertainties

~~We continue~~Our financial performance and condition may be impacted to ~~closely monito~~rvarying extents from period to period by macroeconomic and geopolitical developments, including the ongoing ~~impact~~COVID-19 pandemic, escalating global conflicts, supply chain disruptions, labor market constraints, rising rates of ~~COVID-19 on all aspects~~inflation, and rising interest rates. The extent of ~~our business and in all of our locations.~~ ~~Closures and restrictions did not have a material impact on our performance during~~ the ~~13 weeks ended~~ ~~April 2, 2022 and April 3, 2021, respectively. We remain committed to supporting federal, state, and local mandates to prevent the spread of COVID-19 while we operate our business and to do our part in protecting public health.~~

We help keep our communities safe from serious public health risks by providing essential products and services. Water that is not properly maintained can serve as a breeding ground for potentially fatal bacteria and viruses.

As a business, the health and safety of our consumers, communities, and associates remain our highest priority, and we continue to take all precautions recommended by the Centers for Disease Control and Prevention to ensure their safety and well-being. We have proactively implemented extensive measures in response to COVID-19 throughout our business operations, including:

•

~~Required employees who are experiencing symptoms or have been in close contact with someone who has symptoms or have been exposed to the coronavirus to stay home;~~

•

~~Provided additional employee benefits related to COVID-19, including paid sick leave while employees recover from receiving the COVID-19 vaccine~~;

•

~~Provided vaccination clinics for our employees at our corporate office and distribution centers;~~

•

~~Distributed personal protective equipment and implemented new monitoring protocols, including the installation of contactless temperature scanners in our corporate offices and distribution centers~~;

•

~~Enhanced facility cleaning including routine sanitization of high touch surfaces;~~

•

~~Implemented social distancing guidelines in our locations;~~

•

~~Implemented mask guidelines for all locations and distribution centers;~~

•

~~Encouraged contactless payments and introduced curbside pickup and contact-free service calls;~~

•

~~Executed remote workforce plan for associates in our corporate offices. Effective October 2021, all corporate office employees returned to work at the corporate office on a hybrid schedule; and~~

•

Effective October 2021, enacted a vaccination policy requiring certain employees to provide proof of vaccination or receive a religious or medical exemption. The vaccination policy currently applies to all corporate office employees.

We have also closely coordinated with our vendor partners to minimize the impact of supply disruptions and maintain the flow of essential products to meet the elevated demand from consumers in the current environment. The full impact of COVID-19 on our financial and operating performance depends significantly on the duration and severity of the pandemic, the actions taken to contain or mitigate its impact, and any changes in consumer behaviors. ItWhile it is not possible to predict the likelihood, timing, or severity of ~~the aforementioned~~future direct and indirect impacts of COVID-19 on our ~~business. Restrictions~~business, due to the non-discretionary nature of our products and services, our business has delivered strong growth and profitability thus far throughout the pandemic, despite restrictions on the operation of our locations and distribution ~~facilities could have a material impact on our sales and earnings. COVID-19 could also lead to significant~~facilities. Significant disruption to our supply chain for products we sell, ~~and~~as a result of COVID-19, geopolitical conflict or otherwise, could have a material impact on our sales and earnings.

Business Acquisitions

~~Our business acquisitions did not have a material impact on our financial position or results of operations.~~ See Note 3—Business Combinations to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for information regarding ourour business acquisitions.

~~Table of Contents~~

~~Incremental Public Company Expenses~~

As a newly public company we will incur significant expenses on an ongoing basis that we did not incur as a private company. Those costs include additional director compensation and director and officer liability insurance expenses, as well as third-party and internal resources related to accounting, auditing, Sarbanes-Oxley Act compliance, legal, and investor and public relations expenses. These costs will generally be included in SG&A in our condensed consolidated statements of operations.

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Results of Operations

We derived our condensed consolidated statements of operations for the ~~13- and 26- weeks~~13-weeks ended ~~April 2,~~December 31, 2022 and ~~April 3, 2021~~January 1, 2022 from our condensed consolidated financial statements. Our historical results are not necessarily indicative of the results that may be expected in the future. The following table summarizes key components of our results of operations for the periods indicated, both in dollars and as a percentage of our sales (in thousands, except per share amounts).:


	Three Months Ended						Six Months Ended						Three Months Ended
Statements of Operations data:	April 2, 2022			April 3, 2021			April 2, 2022			April 3, 2021
Statements of Operations Data:													December 31, 2022			January 1, 2022
Sales	$	228,072		$	192,441		$	412,896		$	337,447		$	195,104		$	184,824
Cost of merchandise and services sold		142,443			120,758			259,951			214,049			129,808			117,508
Gross profit		85,629			71,683			152,945			123,398			65,296			67,316
Selling, general and administrative expenses		89,618			70,374			169,403			147,863			92,281			79,785
Operating (loss) income		(3,989	)		1,309			(16,458	)		(24,465	)
Operating loss														(26,985	)		(12,469	)
Other expense:
Interest expense		6,949			8,126			13,812			19,642			13,360			6,863
Loss on debt extinguishment		—			1,888			—			9,169
Other expenses, net		161			1,057			550			1,057			—			389
Total other expense		7,110			11,071			14,362			29,868			13,360			7,252
Loss before taxes		(11,099	)		(9,762	)		(30,820	)		(54,333	)		(40,345	)		(19,721	)
Income tax benefit		(3,659	)		(3,310	)		(8,929	)		(17,624	)		(10,086	)		(5,270	)
Net loss	$	(7,440	)	$	(6,452	)	$	(21,891	)	$	(36,709	)	$	(30,259	)	$	(14,451	)
Earnings per share
Basic	$	(0.04	)	$	(0.03	)	$	(0.12	)	$	(0.20	)	$	(0.16	)	$	(0.08	)
Diluted	$	(0.04	)	$	(0.03	)	$	(0.12	)	$	(0.20	)	$	(0.16	)	$	(0.08	)
Weighted average shares outstanding
Basic		182,678			186,810			185,592			181,900			183,513			188,507
Diluted		182,678			186,810			185,592			181,900			183,513			188,507

Percentage of Sales(1)	(%)			(%)			(%)			(%)			(%)			(%)
Sales		100.0			100.0			100.0			100.0			100.0			100.0
Cost of merchandise and services sold		62.5			62.8			63.0			63.4			66.5			63.6
Gross margin		37.5			37.2			37.0			36.6			33.5			36.4
Selling, general and administrative expenses		39.3			36.6			41.0			43.8			47.3			43.2
Operating (loss) income		(1.7	)		0.7			(4.0	)		(7.3	)
Operating loss														(13.8	)		(6.7	)
Other expense:
Interest expense		3.0			4.2			3.3			5.8			6.8			3.7
Loss on debt extinguishment		—			1.0			—			2.7
Other expenses, net		0.1			0.5			0.1			0.3			—			0.2
Total other expense		3.1			5.8			3.5			8.9			6.8			3.9
Loss before taxes		(4.9	)		(5.1	)		(7.5	)		(16.1	)		(20.7	)		(10.7	)
Income tax benefit		(1.6	)		(1.7	)		(2.2	)		(5.2	)		(5.2	)		(2.9	)
Net loss		(3.3	)		(3.4	)		(5.3	)		(10.9	)		(15.5	)		(7.8	)
Other Financial and Operations data:
Other Financial and Operations Data:
Number of new and acquired locations, net		6			4			13			4			2			7
Number of locations open at end of period		965			940			965			940			992			959
Comparable sales growth(2)		13.3	%		51.3	%		16.4	%		33.7	%		(4.0	)%		20.5	%
Adjusted EBITDA(3)	$	8,696		$	9,528		$	9,792		$	9,285		$	(11,915	)	$	1,096
Adjusted EBITDA as a percentage of sales(3)		3.8	%		5.0	%		2.4	%		2.8	%		(6.1	)%		0.6	%
Adjusted net loss(3)	$	(2,738	)	$	(2,781	)	$	(13,654	)	$	(13,400	)	$	(25,333	)	$	(10,916	)
Adjusted diluted earnings per share	$	(0.01	)	$	(0.01	)	$	(0.07	)	$	(0.07	)	$	(0.14	)	$	(0.06	)

(1)

Components may not add to totals due to rounding.

(2)

See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors and Measures We Use to Evaluate Our Business.”

(3)

The tables below provide a reconciliation from our net loss to Adjusted EBITDA and net loss to Adjusted net loss for the 13 ~~and 26 weeks~~ 13-weeks ended ~~April 2,~~December 31, 2022 and ~~April 3, 2021, respectively~~January 1, 2022 (in thousands).

2018

Table of Contents

Three Months Ended

Six Months Ended

April 2, 2022

April 3, 2021

April 2, 2022

April 3, 2021

Net loss

$
(7,440
)

$
(6,452
)

$
(21,891
)

$
(36,709
)
Interest expense

6,949

8,126

13,812

19,642

Income tax benefit

(3,659
)

(3,310
)

(8,929
)

(17,624
)
Depreciation and amortization expense(1)

6,576

6,263

15,817

12,858

Management fees(2)

—

—

—

382

Equity-based compensation expense(3)

2,918

1,951

5,712

14,111

Loss on debt extinguishment(4)

—

1,888

—

9,169

Costs related to equity offerings(5)

161

1,057

550

9,209

Strategic project costs(6)

2,274

—

3,787

—

Executive transition costs and other(7)

917

5

934

(1,753
)
Adjusted EBITDA

$
8,696

$
9,528

$
9,792

$
9,285


	Three Months Ended
	December 31, 2022			January 1, 2022
Net loss	$	(30,259	)	$	(14,451	)
Interest expense		13,360			6,863
Income tax benefit		(10,086	)		(5,270	)
Depreciation and amortization expense(1)		8,503			9,241
Equity-based compensation expense(2)		3,044			2,794
Costs related to equity offerings(3)		—			389
Strategic project costs(4)		720			1,513
Executive transition costs and other(5)		2,803			17
Adjusted EBITDA	$	(11,915	)	$	1,096

Three Months Ended

Six Months Ended

April 2, 2022

April 3, 2021

April 2, 2022

April 3, 2021

Net loss

$
(7,440
)

$
(6,452
)

$
(21,891
)

$
(36,709
)
Management fees(2)

—

—

—

382

Equity-based compensation expense(3)

2,918

1,951

5,712

14,111

Loss on debt extinguishment(4)

—

1,888

—

9,169

Costs related to equity offerings(5)

161

1,057

550

9,209

Strategic project costs(6)

2,274

—

3,787

—

Executive transition costs and other(7)

917

5

934

(1,753
)
Tax effects of these adjustments(8)

(1,568
)

(1,230
)

(2,746
)

(7,809
)
Adjusted net loss

$
(2,738
)

$
(2,781
)

$
(13,654
)

$
(13,400
)


	Three Months Ended
	December 31, 2022			January 1, 2022
Net loss	$	(30,259	)	$	(14,451	)
Equity-based compensation expense(2)		3,044			2,794
Costs related to equity offerings(3)		—			389
Strategic project costs(4)		720			1,513
Executive transition costs and other(5)		2,803			17
Tax effects of these adjustments(6)		(1,641	)		(1,178	)
Adjusted net loss	$	(25,333	)	$	(10,916	)

(1)

Includes depreciation related to our distribution centers and locations, which is reported in cost of merchandise and services sold in our condensed consolidated statements of operations.

(2)

Represents amounts paid or accrued in connection with our management services agreement, which was terminated upon the completion of our IPO in November 2020 and are reported in SG&A in our condensed consolidated statements of operations.

~~(3)~~

Represents charges related to equity-based compensation and the related Company payroll tax expense, which are reported in SG&A ~~in our condensed consolidated statements of operations.~~

~~(4)~~

Represents non-cash expense due to the write-off of deferred financing costs related to the Term Loan modification during the three months ended April 3, 2021 and the repayment of our senior unsecured notes during the six months ended April 3, 2021 which are reported in loss on debt extinguishment in our condensed consolidated statements of operations.

~~(5)~~(3)

Includes ~~one-time payments of contractual amounts incurred in connection with our IPO that was completed in November 2020 which are reported in SG&A, and~~ costs incurred for follow-on equity offerings, ~~in December 2021~~ which are reported in other (income) expenses, net in our condensed consolidated statements of operations.

~~(6)~~(4)

Represents non-recurring costs, such as third-party consulting costs, ~~that~~which are not part of our ongoing operations and are incurred to execute differentiated, strategic projects, and are reported in SG&A in our condensed consolidated statements of operations.

~~(7)~~(5)

Includes executive transition costs, severance associated with corporate restructuring, losses (gains) on disposition of fixed assets, merger and acquisition costs, and other ~~non-recurring,~~non- recurring, non-cash, or discrete items as determined by management. Amounts are reported in SG&A ~~and other expenses, net~~ in our condensed consolidated statements of operations.

~~(8)~~(6)

Represents the tax effect of the total adjustments based on our actual statutory tax rate. Amounts are reported in income tax benefit in our condensed consolidated statements of operations.

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Selected Financial Information

Sales

Sales increased to ~~$228.1~~$195.1 million for the three months ended ~~April 2,~~December 31, 2022, from ~~$192.4~~$184.8 million in the prior year period, an increase of ~~$35.7~~$10.3 million, or ~~18.5%~~5.6%. The increase was primarily driven by higher non-comparable sales of $17.7 million from acquisitions and new store growth. For the three months ended December 31, 2022, comparable sales growth ~~of $25.5~~decreased $7.4 million, or ~~13.3% in the current year period as well as non-comparable sales growth driven by acquisitions and new locations open for less than 52 weeks.~~

~~Sales increased~~4.0%, primarily due to ~~$412.9 million for the six months ended April 2, 2022, from $337.4 million in~~adverse weather conditions compared to the prior year period, an increase of $75.5 million, or 22.4%. The increase was primarily driven by higher comparable sales growth of $55.2 million, or 16.4% in the current year period as well as non-comparable sales growth driven by acquisitions and new locations open for less than 52 weeksperiod.

We believe that COVID-19 has accelerated secular trends in consumer behavior and has favorably impacted our sales. While the duration and effects of the COVID-19 pandemic are uncertain, we anticipate that the changes in consumer behavior will continue for the foreseeable future.

Gross Profit and Gross Margin

Gross profit ~~increased~~decreased to ~~$85.6~~$65.3 million for the three months ended ~~April 2,~~December 31, 2022 from ~~$71.7~~$67.3 million in the prior year period, ~~an increase~~a decrease of ~~$13.9~~$2.0 million, or ~~19.5%~~3.0%. Gross margin ~~increased~~decreased to ~~37.5%~~33.5% compared to ~~37.2%~~36.4% in the prior year period, ~~an increase~~a decrease of 30290 basis points.

Gross profit increased to $152.9 million for the six months ended April 2, 2022 from $123.4 million in the prior year period, an increase of $29.5 million, or 23.9%. Gross margin increased to 37.0% compared to 36.6% in the prior year period, an increase of 40 basis points.

~~These increases~~ The decrease in gross profit ~~were~~was primarily due to ~~product~~a reduction in comparable sales. The decrease in gross margin ~~improvements~~was primarily due to business mix and occupancy ~~leverage, partially offset by business mix.~~deleverage.

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Selling, General and Administrative Expenses

SG&A increased to ~~$89.6~~$92.3 million ~~for~~during the three months ended ~~April 2,~~December 31, 2022 from ~~$70.4~~$79.8 million induring the ~~prior year period,~~three months ended January 1, 2022, an increase of ~~$19.2~~$12.5 million or ~~27.3%~~15.7%. This increase in SG&A was primarily related to a ~~$15.2~~$12.0 million increase associated with higher sales, Minflationary costs associated with payroll and digital marketing expenses and non-comparable SG&A associated with our acquisitions; a $2.8 million increase in executive transition and other ~~investments~~costs primarily related to ~~support Company growth,~~severance payments associated with the elimination of non-customer facing positions and nonrecurring merger and acquisition costs; and a ~~$3.0~~$0.3 million increase ~~primarily related to~~in non-cash equity based compensation expense. These increases were offset by lower depreciation and amortization expense of $1.7 million and lower strategic project costs incurred inof $0.8 million compared to the ~~second quarter of fiscal 2022, and higher non-cash equity-based compensation expense of $1.0 million.~~prior year period.

~~SG&A~~Total Other Expense

Total other expenses increased to ~~$169.4~~$13.4 million for the ~~six~~three months ended ~~April 2,~~December 31, 2022 from ~~$147.9~~$7.3 million in the prior year period, an increase of ~~$21.5 million, or 14.6%. This~~$6.1 million. The increase in ~~SG&A~~other expenses was primarily related the increase in interest expense of $6.5 million due to ~~a $31.7 million~~the increase ~~associated with higher sales, M&A, and other investments to support Company growth, a $2.6 million reduction primarily~~ in ~~gain~~LIBOR rates on sale of assets realized in the first half of fiscal 2021, and a $3.8 million increase related to strategic project costs incurred in the first half of fiscal 2022. This increase was offset by lower non-cash equity-based compensation costs of $8.4 million and certain one-time payments of contractual amounts of $8.2 million, asour floating rate debt compared to the prior year period. ~~These offsets were primarily incurred in connection with our IPO in the first half of fiscal 2021.~~

~~Total Other Expense~~

Total other expenses decreased to $7.1 million for the three months ended April 2, 2022 from $11.1 million in the prior year period, a decrease of $4.0 million. Total other expenses decreased to $14.4 million for the six months ended April 2, 2022 from $29.9 million in the prior year period, a decrease of $15.5 million.

These decreases were primarily driven by $1.9 million and $9.2 million of non-cash loss on debt extinguishment related to the refinancing of the Term Loan and repayment of our senior unsecured notes during the three and six months ended April 2, 2021, respectively, and lower interest expenses related to the repayment of our senior unsecured notes with the proceeds of our IPO in November 2020 of $1.2 million and $5.8 million, respectively.

Income Taxes

Income tax benefit increased to ~~$3.7~~$10.1 million for the three months ended ~~April 2,~~December 31, 2022 ~~from $3.3~~compared to $5.3 million in the prior year period, an increase of ~~$0.4~~$4.8 million. ~~Income tax benefit decreased~~The increase was primarily attributable to ~~$8.9 million for the six months ended April 2, 2022, from $17.6 million in the prior year period,~~ a ~~decrease of $8.7 million.~~higher pretax loss.

The effective income tax rate was a benefit of ~~33.0% and 29.0%~~25.0% for the three ~~and six~~ months ended ~~April 2,~~December 31, 2022 ~~respectively,~~ and includes ~~the~~ net income tax ~~benefits~~expenses attributable to equity-based compensation ~~awards and research and development credits.~~awards. The effective income tax rate was ~~33.9% and 32.4% for the three and six months ended April 3, 2021, respectively, and includes~~ a ~~decrease~~benefit of 26.7% in the ~~valuation allowance for our interest limitation carryforward~~prior year period and includes net income tax benefits attributable to equity-based compensation awards.

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Net Loss and Earnings per Share

Net loss ~~was~~ ~~$7.4~~increased to $(30.3) million for the three months ended ~~April 2,~~December 31, 2022 compared to a ~~net loss of $6.5 million in the prior year period. Net loss decreased to $21.9 million for the six months ended April 2, 2022 compared to a net loss of $36.7~~$(14.5) million in the prior year period, an ~~improvement~~increase of ~~$14.8~~$15.8 million.

Diluted earnings per share was ~~$(0.04)~~$(0.16) for the three months ended ~~April 2,~~December 31, 2022 compared to ~~$(0.03) in the prior year period. Diluted earnings per share improved to $(0.12) for the six months ended April 2, 2022 from $(0.20) in the prior year period.~~

~~Adjusted~~ net loss improved slightly to $2.7 million for the three months ended April 2, 2022 compared to an Adjusted net loss of $2.8 million in the prior year period. Adjusted net loss was $13.7 million for the six months ended April 2, 2022 compared to an Adjusted net loss of $13.4 million$(0.08) in the prior year period.

Adjusted net loss increased to $(25.3) million for the three months ended December 31, 2022 compared to $(10.9) million in the prior year period, an increase of $14.4 million. Adjusted diluted earnings per share ~~of $(0.01) and $(0.07)~~was $(0.14) for the three ~~and six~~ months ended ~~April 2,~~December 31, 2022 ~~remained consistent with~~compared to $(0.06) in the prior year ~~periods.~~period.

Adjusted EBITDA

Adjusted EBITDA ~~was $8.7~~decreased to $(11.9) million for the three months ended ~~April 2,~~December 31, 2022 compared to ~~$9.5~~$1.1 million in the prior year period, a decrease of ~~$0.8~~$13.0 million. ~~Adjusted EBITDA increased~~This decrease was due primarily to ~~$9.8 million for~~ the ~~six months ended April 2, 2022 compared to $9.3 million~~decrease in ~~the prior year period, an increase of $0.5 million.~~gross profit and higher SG&A.

Seasonality and Quarterly Fluctuations

Our business is highly seasonal. ~~In general, sales~~Sales and earnings are highest during the third and fourth fiscal quarters, which include April through September, and represent the peak months of swimming pool use. In fiscal ~~2021,~~2022, we generated approximately 75% of our sales and ~~97%~~95% of our Adjusted EBITDA in the third and fourth quarters of our fiscal year. Sales are substantially lower during our first and second fiscal quarters. We have a long track record of investing in our business throughout the year, including in operating expenses, working capital, and capital expenditures related to new locations and other growth initiatives. While these investments drive performance during the primary selling season in our third and fourth fiscal quarters, they have a negative impact during our first and second fiscal quarters.

We typically experience a build-up of inventory and accounts payable during the first and second fiscal quarters in anticipation of the peak swimming pool supply selling season. We negotiate extended payment terms with certain of our primary suppliers as we receive merchandise in December through March, and we pay for merchandise in April through July.

The principal external factor affecting our business is weather. Hot weather can increase purchases of chemicals and other non-discretionary products ~~and~~as well as purchases of discretionary products and can drive increased purchases of installation and repair services. Unseasonably cool weather or significant amounts of rainfall during the peak sales season can reduce chemical consumption in pools and spas and decrease consumer purchases of our products and services. In addition, unseasonably early or late warming trends can increase or decrease the length of the pool season and impact timing around pool openings and closings and, therefore, our total sales and timing of our sales.

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We generally open new locations before our peak selling season begins and we close locations after our peak selling season ends. We expect that our quarterly results of operations will fluctuate depending on the timing and amount of sales contributed by new locations.

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are net cash provided by operating activities and borrowing availability under our Revolving Credit Facility. Historically, we have funded working capital requirements, capital expenditures, payments related to acquisitions, debt service requirements and repurchases of shares of our common stock with internally generated cash on hand and through our Revolving Credit Facility.

Cash and cash equivalents consist primarily of cash on deposit with banks. Cash and cash equivalents totaled ~~$52.0~~$2.7 million and ~~$343.5~~$112.3 million as of ~~April 2,~~December 31, 2022 and October ~~2, 2021,~~1, 2022, respectively. As of ~~April 2,~~December 31, 2022, we had ~~$45.0~~$91.0 million outstanding on our Revolving Credit Facility ~~as compared to $0~~and we had no amounts outstanding as of October ~~2, 2021. Subsequent to April 2,~~1, 2022, ~~we repaid the outstanding balance of $45.0 million on the Revolving Credit Facility.~~

Our primary working capital requirements are for the purchase of inventory, payroll, rent, other facility costs, distribution costs, and general and administrative costs. Our working capital requirements fluctuate during the year, driven primarily by seasonality and the timing of inventory purchases.

~~Table of Contents~~

Our capital expenditures are primarily related to infrastructure-related investments, including investments related to upgrading and maintaining our information technology systems, ongoing location improvements, expenditures related to our distribution centers, and new location openings. We expect to fund capital expenditures from net cash provided by operating activities.

Based on our growth plans, we believe our cash and cash equivalents position, net cash provided by operating activities, and borrowing availability under our Revolving Credit Facility will be adequate to finance our working capital requirements, planned capital expenditures, strategic acquisitions, share repurchases, and debt service over the next 12 months. ~~In the future, we may also allocate capital toward additional strategic acquisitions and share repurchases.~~ If cash provided by operating activities and borrowings under our Revolving Credit Facility are not sufficient or available to meet our capital requirements, then we may need to obtain additional equity or debt financing. There can be no assurance that equity or debt financing will be available to us if we need it or, if available, whether the terms will be satisfactory to us.

As of ~~April 2,~~December 31, 2022, outstanding standby letters of credit totaled $10.0 million and, after considering borrowing base restrictions, we had ~~$145.0~~$99.0 million of available borrowing capacity under the terms of the Revolving Credit Facility. As of ~~April 2,~~December 31, 2022, we were in compliance with the covenants under the Revolving Credit Facility and our Term Loan agreements.

Summary of Cash Flows

A summary of our cash flows from operating, investing, and financing activities is presented in the following table (in thousands):


	Six Months Ended						Three Months Ended
	April 2, 2022			April 3, 2021			December 31, 2022			January 1, 2022
Net cash used in operating activities	$	(136,757	)	$	(111,790	)	$	(184,409	)	$	(125,559	)
Net cash used in investing activities		(43,903	)		(13,126	)		(13,749	)		(10,527	)
Net cash (used in) provided by financing activities		(110,867	)		57,847
Net cash provided by (used in) financing activities								88,556			(154,071	)
Net decrease in cash and cash equivalents	$	(291,527	)	$	(67,069	)	$	(109,602	)	$	(290,157	)

Cash Used in Operating Activities

Net cash used in operating activities increased to ~~$136.8~~$184.4 million for the ~~six~~three months ended ~~April 2,~~December 31, 2022 compared to ~~$111.8~~$125.6 million in the prior year period, an increase of ~~$25.0~~$58.8 million. This increase was primarily driven by changes in working capital related to ~~the~~ strategic investment in product inventories to meet ~~heightened~~ customer demand across product categories.

Cash Used in Investing Activities

Net cash used in investing activities increased to ~~$43.9~~$13.7 million for the ~~six~~three months ended ~~April 2,~~December 31, 2022 compared to ~~$13.1~~$10.5 million in the prior year period, an increase of ~~$30.8~~$3.2 million. This increase was primarily driven by ~~increased spend~~higher investments for business ~~acquisitions of $23.9 million and investments in property and equipment of $4.8 million, partially offset by a decrease in proceeds from fixed asset dispositions of~~ ~~$2.0~~ ~~million.~~acquisitions.

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Cash Provided by (Used in) ~~Provided by~~ Financing Activities

Net cash provided by financing activities for the three months ended December 31, 2022 was $88.6 million, and was primarily related to the borrowings on our Revolving Credit Facility of $91.0 million. Net cash used in financing activities for the ~~six~~three months ended ~~April 2,~~January 1, 2022 ~~of $110.9~~was $154.1 million, and was primarily related to the repurchase and retirement of common stock of $152.1 ~~million and net repayment of long-term debt of $4.0 million, partially offset by borrowings on our Revolving Credit Facility of $45.0~~ million. ~~Net cash provided by financing activities for the six months ended April 3, 2021 of $57.8 million, was primarily related to proceeds raised during our IPO in November 2020 of~~ ~~$458.6~~ ~~million, partially offset by the net repayment of long-term debt and deferred financing costs totaling $ 400.7 million.~~

Share Repurchase Program

On December 3, 2021, the ~~Board~~board of ~~Directors~~directors authorized a share repurchase program for up to an aggregate ~~amount~~ of $300 million of the Company’s outstanding shares of common stock over a period of three years. The amount and timing of repurchases depends on a number of factors, including the Company's financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors our management may deem relevant. The timing, volume and nature of repurchases, are subject to market conditions, applicable securities laws and other factors and may be amended, suspended or discontinued at any time. Shares may be repurchased from time to time on the open market, in privately negotiated transactions, or otherwise.

~~Table of Contents~~

Onyears, expiring December 16, 2021, the Company repurchased and retired 7.5 million shares of common stock at a price per share of $20.25. The Company paid $151.9 million ($152.1 million including offering costs) to fund the share repurchase using existing cash on hand. The Company accounted for the share repurchase and retirement under the cost method by deducting its par value from common stock, reducing additional paid-in-capital by $127.5 million using the share price when the stock was originally issued, and the remaining excess cost of $24.4 million increased retained deficit.31, 2024. As of ~~April 2,~~December 31, 2022, ~~$148.1~~ approximately $147.7 million remained available for future purchases under ~~the program.~~our share repurchase program (see Note 13—Share Repurchase Program to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q).

Contractual Obligations and Other Commitments

There were no material changes to our contractual obligations outside the ordinary course of our business during the three months ~~and six months~~ ended ~~April 2, 2022.~~

~~Critical Accounting Policies and Estimates~~

Our condensed consolidated financial statements are prepared in accordance with GAAP and the applicable rules and regulations of the SEC for interim reporting. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

~~There have been no material changes to our critical accounting policies and estimates during the 13- and 26- weeks ended April 2,~~December 31, 2022 from those disclosed in our Annual Report on Form 10-K for the fiscal year ended October ~~2, 2021.~~1, 2022.

Critical Accounting Estimates

The preparation of our condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of sales and expenses during the reported periods. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and results of operations, and which require a company to make its most difficult and subjective judgements. Based on this definition, we have identified the critical accounting policies and judgements, which are disclosed in our Annual Report on Form 10-K for the fiscal year ended October 1, 2022. We base these estimates on historical results and various other assumptions we believe to be reasonable, all of which form the basis for making estimates concerning the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates.

There have been no material changes to our critical accounting estimates during the three months ended December 31, 2022 from those disclosed in our Annual Report on Form 10-K for the fiscal year ended October 1, 2022.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, see Note 2—Summary of Significant Accounting Policies to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in our Annual Report on Form 10-K for the fiscal year ended October ~~2, 2021.~~1, 2022.

Impact of Inflation and Deflation

~~We experience inflation and deflation related~~There have been no material changes in our exposure to our purchase of certain products. This price volatility could potentially have a material impact on our financial condition and/or our results of operations. We actively manage the impact of inflation, including tariffs, through strong relationships with our diverse supplier base, vendor negotiation, and promotion management. We also strategically invest through inventory purchases in order to obtain favorable pricing ahead of any vendor price increases. In order to mitigate price volatility, we monitor price fluctuations and may adjust our selling prices accordingly, however, our ability to recover higher costs through increased pricing may be limited by the competitive environment in which we operate. Although we may experience periodic effects on sales, gross profit, gross margins and cash flows as a result of changing prices, including most recently from inflationary pressures due primarily to supply chain disruptions complicated by the COVID-19 pandemic, we do not expect the effect of inflation or deflation ~~to have a material impact~~from those disclosed in our Annual Report on ~~our ability to execute our long-term business strategy. We currently do not use derivative instruments to manage these risks.~~Form 10-K for the fiscal year ended October 1, 2022.

2522

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Item 4. Controls and Procedures.

Management’s Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the appropriate time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. We, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the design and operation of our disclosure controls and procedures were ~~effective~~ineffective as of the ~~end of the period covered by this Quarterly~~material weakness in internal control over financial reporting that was disclosed in our Annual Report on Form ~~10-Q.~~10-K for the fiscal year ended October 1, 2022 was not yet remediated during the quarter ended December 31, 2022.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~April 2,~~December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial ~~reporting.~~reporting, except as described below.

26Remediation

As previously disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended October 1, 2022, we are in the process of implementing a plan to address the material weakness in internal control over financial reporting that was disclosed in our Annual Report on Form 10-K. The material weakness will not be considered remediated, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We anticipate that the remediation of this material weakness will be completed during fiscal year 2023. We are committed to continuing to improve our internal control processes, and, as we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies, or we may modify certain of our remediation measures.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are subject to various litigations, claims and other proceedings that arise from time to time in the ordinary course of business. We believe these actions are routine and incidental to the business. As of ~~April 2,~~December 31, 2022, we had established reserves for claims that are probable and estimable and such reserves were not significant. While we cannot feasibly predict the outcome of these matters with certainty, we believe, based on examination of these matters, experience to date and discussions with counsel, that the ultimate liability, individually or in the aggregate, will not have a material adverse effect on our business, financial position, results of operations, or cash flows.

Item 1A. Risk Factors.

There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended October ~~2, 2021.~~1, 2022.

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

Issuer Purchases of Equity Securities

~~None.~~The following table sets forth the repurchases of our common stock under our $300 million share repurchase program during the three months ended December 31, 2022:


Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Dollar Value of Shares that May Yet Be Purchased Under the Program
October 2, 2022 - October 29, 2022		—	$	—		—	$	—
October 30, 2022 - November 26, 2022 (1)		27,329	$	15.32		27,329	$	418,680
November 27, 2022 - December 31, 2022		—	$	—		—	$	—

(1)

All repurchases disclosed in this table were repurchased as part of our publicly announced share repurchase program.

Sales of Unregistered Securities

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date/ Period End Date
10.1*	Leslie’s, Inc. Annual Incentive Plan
10.2*	Form of Restricted Stock Unit Award Agreement pursuant to 2020 Omnibus Incentive Plan
10.3*	Form of Performance Unit Award Agreement pursuant to 2020 Omnibus Incentive Plan
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934
32.1+	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2+	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Schema Document
101.CAL*	Inline XBRL Calculation Linkbase Document
101.LAB*	Inline XBRL Label Linkbase Document
101.PRE*	Inline XBRL Presentation Linkbase Document
101.DEF*	Inline XBRL Definition Linkbase Document
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

+ Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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Table of Contents

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	LESLIE’S, INC.

Date: ~~May 6, 2022~~February 3, 2023	By:	/s/ Steven M. Weddell
		Steven M. Weddell
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

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Total purchase consideration, net of cash acquired	$	29,988
Less fair value of assets acquired and liabilities assumed:
Inventory		13,899
Intangibles		2,000
Other assets and liabilities, net		(1,644	)
Total assets acquired, net of liabilities assumed		14,255
Goodwill	$	15,733


	As of April 2, 2022
Unamortized value of unvested RSUs	$	22,701
Weighted average period (years) expense is expected to be recognized		3.2