Index to Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets 4
Condensed Consolidated Statements of Operations 5
Condensed Consolidated Statements of Comprehensive Income 6
Condensed Consolidated Statements of Stockholders’ Equity 7
Condensed Consolidated Statements of Cash Flows 9
Notes to Condensed Consolidated Financial Statements 10
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Latham Group, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(unaudited)
June 27, 2026 December 31, 2025
Assets
Current assets:
Cash $ 43,480 $ 71,043
Trade receivables, net 95,230 39,914
Inventories, net 79,610 74,926
Income tax receivable 9,283 12,178
Prepaid expenses and other current assets 13,024 20,943
Total current assets 240,627 219,004
Property and equipment, net 136,331 118,820
Equity method investment 28,397 26,482
Deferred tax assets 1,056 718
Operating lease right-of-use assets 30,332 30,723
Goodwill 161,519 155,189
Intangible assets, net 258,225 268,073
Other assets 3,885 4,214
Total assets $ 860,372 $ 823,223
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 37,992 $ 19,283
Current maturities of long-term debt 3,250 3,250
Income tax payable 387 —
Current operating lease liabilities 6,892 7,630
Accrued expenses and other current liabilities 63,006 48,979
Total current liabilities 111,527 79,142
Long-term debt, net of discount, debt issuance costs, and current portion 276,563 276,591
Deferred income tax liabilities, net 34,270 34,269
Non-current operating lease liabilities 24,314 23,964
Other long-term liabilities 2,266 3,396
Total liabilities $ 448,940 $ 417,362
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value; 100,000,000 shares authorized as of both June 27, 2026 and December 31, 2025; no shares issued and outstanding as of both June 27, 2026 and December 31, 2025 — —
Common stock, $0.0001 par value; 900,000,000 shares authorized as of June 27, 2026 and December 31, 2025; 117,535,232 and 116,766,927 shares issued and outstanding, as of June 27, 2026 and December 31, 2025, respectively 12 12
Additional paid-in capital 473,660 473,423
Accumulated deficit (59,472) (63,692)
Accumulated other comprehensive loss (2,768) (3,882)
Total stockholders’ equity 411,432 405,861
Total liabilities and stockholders’ equity $ 860,372 $ 823,223
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Latham Group, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)
Fiscal Quarter Ended Two Fiscal Quarters Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Net sales $ 197,474 $ 172,639 $ 314,789 $ 284,059
Cost of sales 127,396 108,676 207,554 187,215
Gross profit 70,078 63,963 107,235 96,844
Selling, general, and administrative expense 37,620 31,940 74,209 62,560
Amortization 7,366 7,299 14,535 14,491
Income from operations 25,092 24,724 18,491 19,793
Other expense (income):
Interest expense, net 5,930 7,149 10,686 13,520
Other expense (income), net 1,376 (3,047) 2,194 (3,355)
Total other expense, net 7,306 4,102 12,880 10,165
Earnings from equity method investment 1,081 488 1,916 1,441
Income before income taxes 18,867 21,110 7,527 11,069
Income tax expense 6,113 5,130 3,307 1,051
Net income $ 12,754 $ 15,980 $ 4,220 $ 10,018
Net income per share attributable to common stockholders:
Basic $ 0.11 $ 0.14 $ 0.04 $ 0.09
Diluted $ 0.11 $ 0.13 $ 0.04 $ 0.08
Weighted-average common shares outstanding – basic and diluted
Basic 117,476,605 116,466,736 117,191,888 116,181,404
Diluted 119,541,000 119,389,997 119,732,620 119,624,905
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Latham Group, Inc.
Condensed Consolidated Statements of Comprehensive Income
(in thousands)
(unaudited)
Fiscal Quarter Ended Two Fiscal Quarters Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Net income $ 12,754 $ 15,980 $ 4,220 $ 10,018
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments 461 (18) 1,114 199
Total other comprehensive income (loss), net of tax 461 (18) 1,114 199
Comprehensive income $ 13,215 $ 15,962 $ 5,334 $ 10,217
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Latham Group, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except share amounts)
(unaudited)
Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity
Balances at December 31, 2024 115,764,839 $ 12 $ 467,076 $ (74,816) $ (5,050) $ 387,222
Net loss — — — (5,962) — (5,962)
Foreign currency translation adjustments — — — — 217 217
Issuance of common stock upon release of restricted stock units 941,370 — — — — —
Common stock withheld for taxes on restricted stock units (343,232) — (2,306) — — (2,306)
Stock-based compensation expense — — 1,971 — — 1,971
Balances at March 29, 2025 116,362,977 $ 12 $ 466,741 $ (80,778) $ (4,833) $ 381,142
Net income — — — 15,980 — 15,980
Foreign currency translation adjustments — — — — (18) (18)
Issuance of common stock upon release of restricted stock units 182,341 — — — — —
Common stock withheld for taxes on restricted stock units (9,189) — (57) — — (57)
Stock-based compensation expense — — 1,381 — — 1,381
Balances at June 28, 2025 116,536,129 $ 12 $ 468,065 $ (64,798) $ (4,851) $ 398,428
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Latham Group, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except share amounts)
(unaudited)
Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity
Balances at December 31, 2025 116,766,927 $ 12 $ 473,423 $ (63,692) $ (3,882) $ 405,861
Net loss — — — (8,534) — (8,534)
Foreign currency translation adjustments — — — — 653 653
Issuance of common stock upon release of restricted stock units 1,005,086 — — — — —
Common stock withheld for taxes on restricted stock units (364,294) — (2,382) — — (2,382)
Stock-based compensation expense — — 1,104 — — 1,104
Balances at March 28, 2026 117,407,719 $ 12 $ 472,145 $ (72,226) $ (3,229) $ 396,702
Net income — — — 12,754 — 12,754
Foreign currency translation adjustments — — — — 461 461
Issuance of common stock upon release of restricted stock units 178,907 — — — — —
Common stock withheld for taxes on restricted stock units (51,394) — (94) — — (94)
Stock-based compensation expense — — 1,609 — — 1,609
Balances at June 27, 2026 117,535,232 $ 12 $ 473,660 $ (59,472) $ (2,768) $ 411,432
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Latham Group, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Two Fiscal Quarters Ended
June 27, 2026 June 28, 2025
Cash flows from operating activities:
Net income $ 4,220 $ 10,018
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization 26,739 25,097
Unrealized foreign currency loss (gain) 2,227 (4,059)
Amortization of deferred financing costs and debt discount 860 860
Non-cash lease expense 3,815 3,569
Change in fair value of interest rate swap (1,076) 601
Stock-based compensation expense 2,713 3,352
Bad debt expense 1,137 1,372
Other non-cash, net (556) 674
Earnings from equity method investment (1,916) (1,441)
Changes in operating assets and liabilities:
Trade receivables (56,080) (57,447)
Inventories (1,201) (900)
Prepaid expenses and other current assets (2,996) (2,706)
Income tax receivable 2,895 (4,924)
Other assets (484) (151)
Accounts payable 17,833 13,069
Accrued expenses and other current liabilities 7,707 2,351
Other long-term liabilities (54) (240)
Net cash provided by (used in) operating activities 5,783 (10,905)
Cash flows from investing activities:
Purchases of property and equipment (16,053) (10,344)
Acquisition of business, net of cash acquired (14,250) (4,934)
Net cash used in investing activities (30,303) (15,278)
Cash flows from financing activities:
Payments on long-term debt borrowings (813) (813)
Proceeds from borrowings on revolving credit facility 35,000 25,000
Payments on revolving credit facilities (35,000) (25,000)
Repayments of finance lease obligations (441) (404)
Common stock withheld for taxes on restricted stock units (2,476) (2,363)
Net cash used in financing activities (3,730) (3,580)
Effect of exchange rate changes on cash 687 308
Net decrease in cash (27,563) (29,455)
Cash at beginning of period 71,043 56,398
Cash at end of period $ 43,480 $ 26,943
Supplemental cash flow information:
Cash paid for interest $ 11,387 $ 14,683
Income taxes paid, net 304 379
Supplemental disclosure of non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable and accrued expenses $ 1,056 $ 400
Right-of-use operating and finance lease assets obtained in exchange for lease liabilities 10,400 1,272
Purchase of property and equipment through settlement of deposit 12,000 —
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Notes to Condensed Consolidated Financial Statements (unaudited)
1. NATURE OF THE BUSINESS
Latham Group, Inc. (the “Company” or “Latham”) wholly owns Latham Pool Products, Inc. (“Latham Pool Products”), a designer, manufacturer, and marketer of in-ground residential swimming pools in North America, Australia, and New Zealand. Latham Pool Products offers a portfolio of pools and related products, including in-ground swimming pools, pool covers, and pool liners.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and notes have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Unaudited Interim Financial Information
The unaudited condensed consolidated balance sheet at December 31, 2025 was derived from audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of June 27, 2026 and for the fiscal quarters and two fiscal quarters ended June 27, 2026 and June 28, 2025, respectively, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with Latham Group, Inc.’s audited consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2025 included in the Company’s 2025 Annual Report on Form 10-K, filed with the SEC on March 4, 2026 (the “Annual Report”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of these condensed consolidated financial statements, have been included. The Company’s results of operations for the fiscal quarter and two fiscal quarters ended June 27, 2026 are not necessarily indicative of the results of operations that may be expected for the fiscal year ending December 31, 2026 or other interim periods thereof.
Use of Estimates
The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are evaluated on an ongoing basis and revised as there are changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known.
Seasonality
Although the Company generally has demand for its products throughout the year, its business is seasonal and weather is one of the principal external factors affecting the business. In general, net sales and net income are highest (or net loss is the lowest) during the second and third quarters, representing the peak months of swimming pool use, pool installation, and remodeling and repair activities. Severe weather may also affect net sales in all periods.
Significant Accounting Policies
Refer to the Annual Report for a discussion of the Company’s significant accounting policies.
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Recently Issued Accounting Pronouncements
The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to “opt in” to the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company, which will occur no later than December 31, 2026. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40 (“ASU 2024-03”)), which improves disclosures to provide more detailed information about a business entity’s expenses. ASU 2024-03 is effective for public business entities for fiscal years beginning after December 15, 2026. The amendments should be applied retrospectively to all prior periods presented in the financial statements, with early adoption permitted. The Company is currently evaluating ASU 2024-03 and its potential impact on the condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) (“ASU 2025-11”), which improves the navigability of the required interim disclosures and clarifies when that guidance is applicable. ASU 2025-11 is effective for public business entities for interim reporting periods within annual fiscal years beginning after December 15, 2027. The amendments should be applied retrospectively to all prior periods presented in the financial statements, with early adoption permitted. The Company is currently evaluating ASU 2025-11 and its potential impact on the condensed consolidated financial statements.
3. ACQUISITIONS
Business Combinations
In February 2025, the Company completed the acquisition of two autocover dealers located in New York and Tennessee for a purchase price of $5.6 million. In February 2026, the Company completed the acquisition of Freedom Pools in Australia for a purchase price of $15.4 million, including a holdback of $1.6 million that has been accrued for on the Company's condensed consolidated balance sheet. Each of these acquisitions qualified as a business combination. These transactions resulted in an increase to goodwill and intangibles, but were not material to the Company's condensed consolidated financial statements, and as a result, additional business combination disclosures for these acquisitions have been omitted.
4. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value.
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
Level 3 — Unobservable inputs that reflect the Company’s own assumptions incorporated into valuation techniques. These valuations require significant judgment.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When there is more than one input at different levels within the hierarchy, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assessment of the significance of a particular input to the fair value measurement in its entirety requires substantial judgment and consideration of factors specific to the asset or liability. Level 3 inputs are inherently difficult to estimate. Changes to these inputs can have significant impact on fair value measurements. Assets and liabilities measured at fair value using Level 3 inputs are based on one or more of the following valuation techniques: market approach, income approach or cost approach. There were no transfers between fair value measurement levels during the fiscal quarters ended June 27, 2026 or June 28, 2025.
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Assets and liabilities measured at fair value on a nonrecurring basis
The Company’s non-financial assets such as goodwill, intangible assets, and property and equipment are measured at fair value upon acquisition and remeasured to fair value when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 2 and Level 3 inputs.
Fair value of financial instruments
The Company considers the carrying amounts of cash, trade receivables, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities to approximate fair value because of the short-term maturities of these instruments.
Term loans
Term loans are carried at amortized cost; however, the Company estimates the fair value of term loans for disclosure purposes. The fair value of a term loan is determined using inputs based on observable market data of a non-public exchange, which are classified as Level 2 inputs. The following table sets forth the carrying amount and fair value of the term loans (in thousands):
June 27, 2026 December 31, 2025
Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value
Term Loan $ 279,813 $ 278,414 $ 279,841 $ 279,841
Interest rate swap
The Company estimates the fair value of the interest rate swap on a quarterly basis using Level 2 inputs, including the forward SOFR curve. The fair value is estimated by comparing (i) the present value of all future monthly fixed rate payments versus (ii) the variable payments based on the forward SOFR curve. As of June 27, 2026 and December 31, 2025, the Company’s interest rate swap was a liability of $0.1 million and $1.1 million, respectively, which were recorded within other long-term liabilities on the condensed consolidated balance sheets. See Note 7 for further detail.
5. GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The carrying amount of goodwill as of June 27, 2026 and as of December 31, 2025 was $161.5 million and $155.2 million, respectively. The change in the carrying value during the two fiscal quarters ended June 27, 2026 was primarily driven by the acquisition of Freedom Pools made in the first fiscal quarter of 2026.
Intangible Assets
Intangible assets, net as of June 27, 2026 consisted of the following (in thousands):
June 27, 2026
Gross Carrying Amount Foreign Currency Translation Accumulated Amortization Net Amount
Trade names and trademarks $ 149,313 $ 76 $ 46,115 $ 103,274
Patented technology 16,126 — 12,512 3,614
Technology 13,000 — 3,974 9,026
Pool designs 13,628 81 5,313 8,396
Dealer relationships 241,476 (92) 107,707 133,677
Order backlog 2,391 (9) 2,144 238
$ 435,934 $ 56 $ 177,765 $ 258,225
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The Company recognized $7.4 million and $14.5 million of amortization expense related to intangible assets during the fiscal quarter and two fiscal quarters ended June 27, 2026. The Company recognized $7.3 million and $14.5 million of amortization expense related to intangible assets during the fiscal quarter and two fiscal quarters ended June 28, 2025.
The changes in the carrying values of dealer relationships, trade names and trademarks and backlog are driven by the acquisition of Freedom Pools made in the two fiscal quarters ended June 27, 2026.
Intangible assets, net as of December 31, 2025 consisted of the following (in thousands):
December 31, 2025
Gross Carrying Amount Foreign Currency Translation Accumulated Amortization Net Amount
Trade names and trademarks $ 148,100 $ (112) $ 42,784 $ 105,204
Patented technology 16,126 — 11,776 4,350
Technology 13,000 — 3,540 9,460
Pool designs 13,628 (78) 4,845 8,705
Dealer relationships 238,551 — 98,197 140,354
Order backlog 2,020 — 2,020 —
$ 431,425 $ (190) $ 163,162 $ 268,073
The Company estimates that amortization expense related to definite-lived intangible assets will be as follows in each of the next five fiscal years and thereafter (in thousands):
Fiscal Year Ending Estimated Future Amortization Expense
Remainder of fiscal year 2026 $ 14,725
2027 29,139
2028 28,120
2029 22,750
2030 21,900
Thereafter 141,591
$ 258,225
6. INVENTORIES, NET
Inventories, net consisted of the following (in thousands):
June 27, 2026 December 31, 2025
Raw materials $ 55,087 $ 50,973
Finished goods 24,523 23,953
$ 79,610 $ 74,926
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7. DEBT
The components of the Company’s outstanding long-term debt obligations consisted of the following (in thousands):
June 27, 2026 December 31, 2025
Term Loan $ 284,000 $ 284,813
Revolving Credit Facility — —
Less: Unamortized discount and debt issuance costs (4,187) (4,972)
Total debt 279,813 279,841
Less: Current portion of long-term debt (3,250) (3,250)
Total long-term debt $ 276,563 $ 276,591
On February 23, 2022, Latham Pool Products and certain subsidiary guarantors entered into a credit and guaranty agreement (the “Credit Agreement”) with Barclays Bank PLC, which provides a senior secured multicurrency revolving line of credit (the “Revolving Credit Facility”) in an initial principal amount of $75.0 million and a U.S. Dollar senior secured term loan facility (the “Term Loan”) in an initial principal amount of $325.0 million.
The Company is required to meet certain financial covenants, including maintaining specific liquidity measurements. There are also negative covenants, including certain restrictions on the Company’s ability to incur additional indebtedness, create liens, make investments, consolidate or merge with other entities, enter into transactions with affiliates, make prepayments with respect to certain indebtedness and make restricted payments and other distributions.
Revolving Credit Facility
The Revolving Credit Facility may be utilized to finance ongoing general corporate and working capital needs and permits Latham Pool Products to borrow loans in U.S. Dollars, Canadian Dollars, Euros and Australian Dollars. The Revolving Credit Facility matures on February 23, 2027, which is within one year after the date these financial statements are issued. The Company is currently in discussions to extend the Revolving Credit Facility before it matures. Loans outstanding under the Revolving Credit Facility denominated in U.S. Dollars and Canadian Dollars bear interest, at the borrower’s option, at a rate per annum based on Term SOFR or CDO (each, as defined in the Credit Agreement), as applicable, plus a margin of 3.50%, or at a rate per annum based on the Base Rate or the Canadian Prime Rate (each, as defined in the Credit Agreement), plus a margin of 2.50%. Loans outstanding under the Revolving Credit Facility denominated in Euros or Australian Dollars bear interest based on EURIBOR or the AUD Rate (each, as defined in the Credit Agreement), respectively, plus a margin of 3.50%. A commitment fee accrues on any unused portion of the commitments under the Revolving Credit Facility. The commitment fee is due and payable quarterly in arrears, and initially was 0.375% per annum and thereafter accrues at a rate per annum ranging from 0.25% to 0.50%, depending on the First Lien Net Leverage Ratio (as defined in the Credit Agreement). Borrowings under the Revolving Credit Facility are not subject to amortization and are due at maturity.
The Company incurred debt issuance costs of $0.8 million related to the Revolving Credit Facility. The debt issuance costs were recorded within other assets on the condensed consolidated balance sheet and are being amortized over the life of the Revolving Credit Facility.
During the two fiscal quarters ended June 27, 2026, the Company repaid $35.0 million of outstanding borrowings on the Revolving Credit Facility. As of June 27, 2026, there were no outstanding borrowings on the Revolving Credit Facility and $75.0 million was available for future borrowing.
Term Loan
Pursuant to the Credit Agreement, Latham Pool Products borrowed $325.0 million in term loans. The Term Loan matures on February 23, 2029. Loans outstanding under the Term Loan bear interest, at the borrower’s option, at a rate per annum based on Term SOFR (each, as defined in the Credit Agreement), plus a margin ranging from 3.75% to 4.00%, depending on the First Lien Net Leverage Ratio, or based on the Base Rate (as defined in the Credit Agreement), plus a margin ranging from 2.75% to 3.00%, depending on the First Lien Net Leverage Ratio. Loans under the Term Loan are subject to scheduled quarterly amortization payments of $812,500, equal to 0.25% of the initial principal amount of the Term Loan. The Term Loan contains customary mandatory prepayment provisions, including requirements to make
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mandatory prepayments with 50% of any excess cash flow and with 100% of the net cash proceeds from the incurrence of indebtedness not otherwise permitted to be incurred by the covenants, asset sales, and casualty and condemnation events, in each case, subject to customary exceptions.
Outstanding borrowings as of June 27, 2026 were $279.8 million, net of unamortized discount and debt issuance costs of $4.2 million.
As of June 27, 2026, the unamortized debt issuance costs and discount on the Term Loan were $2.3 million and $1.9 million, respectively. The effective interest rate was 8.94% at June 27, 2026, including the impact of the Company’s interest rate swap.
Interest Rate Risk
Interest rate risk associated with the Credit Agreement is mitigated partially through interest rate swaps.
The Company entered into an interest rate swap that was executed on March 10, 2023 (the “2023 Interest Rate Swap”). The 2023 Interest Rate Swap had an effective date of May 18, 2023 and a termination date of May 18, 2026. Under the terms of the 2023 Interest Rate Swap, the Company fixed its SOFR borrowing rate at 4.3725% on a notional amount of $161.0 million. The 2023 Interest Rate Swap was not designated as a hedging instrument for accounting purposes (see Note 4).
Subsequently, the Company entered into a new interest rate swap that was executed on June 4, 2025 (the “2025 Interest Rate Swap”). As part of the 2025 Interest Rate Swap, the Company terminated the 2023 Interest Rate Swap prior to its May 18, 2026 termination date. The 2025 Interest Rate Swap became effective on May 19, 2025 and has a termination date of May 18, 2027. Under the terms of the 2025 Interest Rate Swap, the Company fixed its SOFR borrowing rate at 3.92% on a notional amount of $140.0 million. The 2025 Interest Rate Swap is not designated as a hedging instrument for accounting purposes (see Note 4).
Debt Maturities
Principal payments due on the outstanding debt, excluding the Revolving Credit Facility, in the next five fiscal years, excluding any potential payments based on excess cash flow levels, are as follows (in thousands):
Fiscal Year Ending Term Loan
Remainder of fiscal year 2026 $ 2,438
2027 3,250
2028 3,250
2029 275,062
$ 284,000
Guarantees
The obligations under the Credit Agreement are guaranteed by certain wholly owned subsidiaries (the “Guarantors”) of the Company that are party to that certain security agreement, which was executed in connection with the Credit Agreement. The obligations under the Credit Agreement are secured by substantially all of the Guarantors’ tangible and intangible assets, including their accounts receivables, equipment, intellectual property, inventory, cash and cash equivalents, deposit accounts, and security accounts. The Credit Agreement also restricts payments and other distributions unless certain conditions are met, which could restrict the Company’s ability to pay dividends. The ownership chain between Latham Pool Products and the Company consists of a series of holding companies with no material assets, liabilities, or standalone operations other than indirect equity interests in Latham Pool Products.
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8. PRODUCT WARRANTIES
The warranty reserve activity consisted of the following (in thousands):
Two Fiscal Quarters Ended
June 27, 2026 June 28, 2025
Balance at the beginning of the fiscal year $ 3,349 $ 2,647
Adjustments to reserve 1,320 1,420
Less: Settlements made (in cash or in kind) (1,317) (1,080)
Balance at the end of the fiscal quarter $ 3,352 $ 2,987
9. LEASES
For leases with initial terms greater than 12 months, the Company considers these right-of-use assets and records the related asset and obligation at the present value of lease payments over the term. For leases with initial terms equal to or less than 12 months, the Company does not consider them as right-of-use assets and instead considers them short-term lease costs that are recognized on a straight-line basis over the lease term. The Company’s leases may include escalation clauses, renewal options, and/or termination options that are factored into the Company’s determination of lease term and lease payments when it is reasonably certain the option will be exercised. The Company elected to take the practical expedient and not separate lease and non-lease components of contracts. The Company estimates an incremental borrowing rate to discount the lease payments based on information available at lease commencement because the implicit rate of the lease is generally not known.
The Company leases manufacturing facilities, office space, land, and certain vehicles and equipment under operating leases. The Company also leases certain vehicles and equipment under finance leases. The Company determines if an arrangement is a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The components of lease expense for the fiscal quarter and two fiscal quarters ended June 27, 2026 and June 28, 2025 were as follows (in thousands):
Fiscal Quarter Ended Two Fiscal Quarters Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Operating lease expense $ 2,450 $ 2,164 $ 4,737 $ 4,326
Finance lease amortization of assets 219 211 435 421
Finance lease interest on lease liabilities 58 67 116 135
Short-term lease expense 67 96 139 193
Variable lease expense 228 168 462 367
Total lease expense $ 3,022 $ 2,706 $ 5,889 $ 5,442
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Operating and finance lease right-of-use assets and lease-related liabilities as of June 27, 2026 and December 31, 2025 were as follows (in thousands):
June 27, 2026 December 31, 2025 Classification
Lease right-of-use assets:
Operating leases $ 30,332 $ 30,723 Operating lease right-of-use assets
Finance leases 2,641 2,714 Other assets
Total lease right-of-use assets $ 32,973 $ 33,437
Lease-related liabilities:
Current
Operating leases $ 6,892 $ 7,630 Current operating lease liabilities
Finance leases 885 815 Accrued expenses and other current liabilities
Non-current
Operating leases 24,314 23,964 Non-current operating lease liabilities
Finance leases 1,978 2,125 Other long-term liabilities
Total lease liabilities $ 34,069 $ 34,534
The table below presents supplemental information related to leases as of June 27, 2026 and December 31, 2025:
June 27, 2026 December 31, 2025
Weighted-average remaining lease term (years):
Finance leases 3.3 3.6
Operating leases 5.6 4.9
Weighted-average discount rate:
Finance leases 7.9 % 8.1 %
Operating leases 6.3 % 5.9 %
The table below presents supplemental information related to the cash flows for operating leases recorded on the condensed consolidated statements of cash flows (in thousands):
Two Fiscal Quarters Ended
June 27, 2026 June 28, 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases $ 3,751 $ 3,666
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The following table summarizes fiscal year maturities of operating lease liabilities as of June 27, 2026 (in thousands):
Operating Leases Finance Leases Total
Remainder of fiscal year 2026 $ 4,631 $ 545 $ 5,176
2027 7,745 1,049 8,794
2028 6,400 977 7,377
2029 5,769 492 6,261
2030 4,572 161 4,733
Thereafter 8,101 17 8,118
Total lease payments 37,218 3,241 40,459
Less: Interest (6,012) (378) (6,390)
Present value of lease liability $ 31,206 $ 2,863 $ 34,069
10. NET SALES
The following table sets forth the Company’s disaggregation of net sales by product line (in thousands):
Fiscal Quarter Ended Two Fiscal Quarters Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
In-ground Swimming Pools $ 96,314 $ 78,601 $ 156,045 $ 136,335
Covers 40,984 37,245 74,482 68,855
Liners 60,176 56,793 84,262 78,869
$ 197,474 $ 172,639 $ 314,789 $ 284,059
11. INCOME TAXES
The effective income tax rate for the fiscal quarter and two fiscal quarters ended June 27, 2026 was 32.4% and 43.9%, respectively, compared to 24.3% and 9.5%, respectively, for the fiscal quarter and two fiscal quarters ended June 28, 2025. The differences between the U.S. federal statutory income tax rate and the Company's effective income tax rates for the fiscal quarter ended June 27, 2026 and the fiscal quarter ended June 28, 2025 were primarily attributable to the discrete impact of stock-based compensation expense for which there is no associated tax benefit, the effects of branch accounting for Latham Canada and the jurisdictional mix of income.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S. The OBBBA maintained the 21% corporate tax rate and makes permanent many of the beneficial expired and expiring tax provisions originally enacted in the Tax Cuts and Jobs Act of 2017, including the immediate expensing of domestic research and development expenditures, more favorable interest deductibility and 100 percent bonus depreciation with effective dates in 2025. Revisions to the international tax framework are effective in 2026. The OBBBA did not have a material impact on the Company's effective tax rate.
12. STOCK-BASED COMPENSATION
On April 12, 2021, the Company’s stockholders approved the Latham Group, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Omnibus Equity Plan”), which became effective on April 22, 2021, and was further amended on May 2, 2023 and April 30, 2026. Such amendments, among other things, collectively increased the maximum aggregate number of shares reserved for issuance under the 2021 Omnibus Equity Plan to 24,570,212 shares. The 2021 Omnibus Equity Plan provides for the issuance of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units and other stock-based and cash-based awards.
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The following table summarizes the Company’s stock-based compensation expense (in thousands):
Fiscal Quarter Ended Two Fiscal Quarters Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Selling, general, and administrative $ 1,609 $ 1,381 $ 2,713 $ 3,352
As of June 27, 2026, total unrecognized stock-based compensation expense related to all unvested stock-based awards was $11.9 million, which is expected to be recognized over a weighted-average period of 1.6 years.
Restricted Stock Units
The following table represents the Company’s restricted stock units activity during the two fiscal quarters ended June 27, 2026:
Shares Weighted- Average Grant- Date Fair Value
Outstanding at January 1, 2026 3,335,594 $ 4.22
Granted 848,165 6.25
Vested (1,121,197) 4.43
Forfeited (491,540) 4.41
Outstanding at June 27, 2026 2,571,022 $ 4.77
Stock Options
The following table represents the Company’s stock options activity during the two fiscal quarters ended June 27, 2026:
Shares Weighted- Average Exercise Price per Share Weighted- Average Remaining Contract Term Aggregate Intrinsic Value
(in years) (in thousands)
Outstanding at January 1, 2026 1,150,712 $ 14.84
Granted — —
Exercised — —
Forfeited — —
Expired (23,649) 17.23
Outstanding at June 27, 2026 1,127,063 $ 14.78 3.76 $ 81
Vested and expected to vest at June 27, 2026 1,127,063 $ 14.78 3.76 $ 81
Options exercisable at June 27, 2026 1,073,609 $ 15.22 3.64 $ 61
The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock.
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Stock Appreciation Rights
The following table represents the Company’s stock appreciation rights activity during the two fiscal quarters ended June 27, 2026:
Shares Weighted- Average Exercise Price per Share Weighted- Average Remaining Contract Term Aggregate Intrinsic Value
(in years) (in thousands)
Outstanding at January 1, 2026 514,503 $ 3.12
Granted 907,591 6.44
Exercised (38,529) 3.24
Forfeited — —
Outstanding at June 27, 2026 1,383,565 $ 5.30 7.84 $ 1,569
Vested and expected to vest at June 27, 2026 1,383,565 $ 5.30 7.84 $ 1,569
Stock appreciation rights exercisable at June 27, 2026 321,150 $ 3.15 4.68 $ 1,048
The aggregate intrinsic value of stock appreciation rights is calculated as the difference between the strike price of the stock appreciation rights and the fair value of the Company’s common stock for those stock appreciation rights that had strike prices lower than the fair value of the Company’s common stock.
Performance Stock Units
During the year ended December 31, 2025, the Compensation Committee of the Board approved the grant of performance stock units (“PSUs”) as a portion of the annual equity award to the Company’s senior management. The 2025 PSU program includes three equal tranches of grants. Each tranche has an annual performance period, with performance goals established for the first tranche of PSUs granted in 2025 in dollars, and second and third tranches of PSUs granted or to be granted in 2026 and 2027, respectively, as a percentage of growth from actual performance in the prior year. Any earned PSUs cliff vest on the third anniversary of the grant date for the first tranche. Thirty-three percent of the target number of PSUs awarded on each grant date will be earned at 0% to 200% of the target number of PSUs based on the Company’s achievement of the applicable Adjusted EBITDA performance goal (with 100% of PSUs being earned at target performance, and linear interpolation between threshold and target and maximum performance) as defined in the award agreement, for each year of the three-year performance period beginning on January 1, 2025 and ending December 31, 2027. The first and second tranches of PSUs under the 2025 PSU program were granted in March 2025 and 2026, respectively.
During the two fiscal quarters ended June 27, 2026, additional PSU grants were approved for the 2026 PSU program. The 2026 PSU program includes three equal tranches of grants. Each tranche has an annual performance period, with performance goals established for the first tranche of PSUs granted in 2026 in dollars, and second and third tranches of PSUs to be granted in 2027 and 2028 as a percentage of growth from actual performance in the prior year. Any earned PSUs cliff vest on the third anniversary of the grant date for the first tranche. Thirty-three percent of the target number of PSUs awarded on each grant date will be earned at 0% to 200% of the target number of PSUs based on the Company’s achievement of the applicable Adjusted EBITDA performance goal (with 100% of PSUs being earned at target performance, and linear interpolation between threshold and target and maximum performance) as defined in the award agreement, for each year of the three-year performance period beginning on January 1, 2026 and ending December 31, 2028. The first tranche of PSUs under the 2026 PSU program were granted in March 2026.
Adjusted EBITDA is considered a performance condition and the grant date fair value corresponds with management’s expectation of the probable outcome of the performance condition as of the grant date. The grant date fair value was determined based on the fair market value of the Company’s stock at market close on the grant date multiplied by the target number of shares subject to the award and adjusted for management’s expectation of the probable outcome of the performance condition. The probability of achieving the performance criteria is assessed quarterly during the performance period. Compensation expense related to unvested PSUs is recognized ratably over the performance period.
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The following table represents the Company’s PSU activity during the two fiscal quarters ended June 27, 2026:
Shares Weighted- Average Grant Date Fair Value
Outstanding at January 1, 2026 941,803 $ 5.23
Granted 314,026 6.30
Adjustment for performance achievement (1) — —
Forfeited (136,870) 7.05
Outstanding at June 27, 2026 ⁽²⁾ 1,118,959 $ 5.31
(1)Represents the adjustment to previously granted PSUs based on the Company’s performance expectations as of the end of each respective fiscal year.
(2)An additional 354,312 PSUs could potentially be included if the maximum performance level of 200% is earned for all PSUs granted on or after January 1, 2025 and outstanding as of June 27, 2026.
13. NET INCOME PER SHARE
Basic and diluted net income per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data):
Fiscal Quarter Ended Two Fiscal Quarters Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Numerator:
Net income attributable to common stockholders $ 12,754 $ 15,980 $ 4,220 $ 10,018
Denominator:
Weighted-average common shares outstanding
Basic 117,476,605 116,466,736 117,191,888 116,181,404
Diluted 119,541,000 119,389,997 119,732,620 119,624,905
Net income per share attributable to common stockholders:
Basic $ 0.11 $ 0.14 $ 0.04 $ 0.09
Diluted $ 0.11 $ 0.13 $ 0.04 $ 0.08
As of June 27, 2026 and December 31, 2025, 117,535,232 and 116,766,927 shares of common stock were issued and outstanding, respectively.
The following table includes the number of shares that may be dilutive common shares in the future that were not included in the computation of diluted net income per share because the effect was anti-dilutive:
Fiscal Quarter Ended Two Fiscal Quarters Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Restricted stock awards — — — —
Restricted stock units 705,895 759,917 352,947 320,065
Stock options 1,132,851 1,353,643 1,089,180 1,316,089
Stock appreciation rights 907,591 — 886,727 —
Performance stock units 302,012 309,781 151,006 198,622
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14. SEGMENT REPORTING
The Company conducts business as one operating and reportable segment that designs, manufactures, and markets in-ground swimming pools, pool covers, and pool liners. The Company’s Chief Executive Officer, who is the chief operating decision maker (“CODM”), reviews financial information presented on a consolidated basis for purposes of assessing financial performance and allocating resources.
The Company reports consolidated net income (loss), as management believes that is the measure most consistent with the measurement principles in the Company’s condensed consolidated financial statements. Consolidated net income (loss) is used by the CODM predominantly in the annual budget and forecasting, including consideration of budget-to-actual variances when making decisions about the allocation of operating and capital resources.
Operations of the Company’s single segment consisted of the following (in thousands):
Fiscal Quarter Ended Two Fiscal Quarters Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Net sales $ 197,474 $ 172,639 $ 314,789 $ 284,059
Other cost of sales(1) 122,204 104,476 197,822 178,901
Other selling, general and administrative expense(2) 31,590 28,282 62,140 54,911
Depreciation 6,087 5,188 11,769 10,186
Amortization(3) 7,585 7,509 14,970 14,911
Stock-based compensation expense 1,609 1,381 2,713 3,352
Strategic initiative costs(4) 509 918 959 1,562
Acquisition and integration related costs(5) 2,798 16 5,925 283
Restructuring charges(6) — 145 — 160
Interest expense, net 5,930 7,149 10,686 13,520
Other expense (income), net 1,376 (3,047) 2,194 (3,355)
Earnings from equity method investment (1,081) (488) (1,916) (1,441)
Income tax expense 6,113 5,130 3,307 1,051
Net income $ 12,754 $ 15,980 $ 4,220 $ 10,018
(1)Other cost of sales includes total cost of sales (as presented in the condensed consolidated statements of operations) excluding depreciation, stock-based compensation, restructuring charges, and strategic initiative costs.
(2)Other selling, general and administrative expense includes total selling, general and administrative expense (as presented in the condensed consolidated statements of operations) excluding depreciation, amortization, stock-based compensation, strategic initiative costs and acquisition and integration related costs.
(3)Inclusive of finance lease amortization.
(4)Represents fees paid to external consultants and other expenses for our strategic initiatives.
(5)Represents acquisition and integration costs, including the earn-out related to the Coverstar Central acquisition, as well as other costs related to potential transactions.
(6)Represents costs that include severance and other expenses for our executive management changes.
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