LESLQ 8-K
Leslie's, Inc. (LESLQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On July 28, 2025, Leslie’s, Inc. (the “Company”) issued a press release that included the announcement of certain estimated preliminary financial results for the Company’s fiscal third quarter ended June 28, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report. The estimated preliminary financial results are subject to the completion of the Company’s financial closing procedures and any adjustments that may result from the completion of the quarterly review of the Company’s consolidated financial statements. As a result, such preliminary estimates may differ from the actual results that will be reflected in the Company’s consolidated financial statements for the quarter when they are completed and publicly disclosed.
The information under Item 2.02 of this report, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information and the accompanying exhibit shall not be deemed to be incorporated by reference into filings with the U.S. Securities and Exchange Commission made by the Company, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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LESLIE’S, INC. |
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By: |
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/s/ Anthony Iskander |
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Name: |
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Anthony Iskander |
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Title: |
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Interim Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) |
Date: July 28, 2025
Exhibit 99.1
Leslie’s, Inc. Announces Preliminary Third Quarter Fiscal 2025 Financial Results
PHOENIX – July 28, 2025 – Leslie’s, Inc. (NASDAQ: LESL), the largest and most trusted direct-to-customer brand in the U.S. pool and spa care industry serving residential customers and pool professionals nationwide, today announced select preliminary estimated financial results for the third quarter of fiscal 2025. The preliminary third quarter estimated results are unaudited and subject to quarter-end adjustments and finalization by the company.
Preliminary Fiscal Third Quarter Ended June 28, 2025 Results
In addition, based on market conditions and year-to-date performance, the company is withdrawing its previously provided fiscal year 2025 guidance with plans to provide an update for the balance of year expectations when it reports its fiscal third quarter 2025 results on August 6, 2025.
“While we continue to make progress against the key pillars of our transformation initiatives, our business has faced significant challenges in our third quarter. The extremely wet and unseasonably cooler temperatures across our top geographies disrupted peak pool season,” said Jason McDonell, Leslie’s chief executive officer. “The unfavorable weather trends impacted traffic as many customers delayed pool openings. In addition, through detailed consumer work over the past few months, we believe that we have identified additional opportunities that we look forward to discussing on our upcoming conference call.
Mr. McDonell continued, “In the quarter, we continued the strategic and operational review of our business to drive improved sales and profitability. This review is focused on assessing the performance across our business in stores, online and distribution centers, our direct and indirect cost structure as well as other initiatives we believe will deliver improvements in working capital and profitability. We recognize the urgency with which we must take action and with the support of external resources we have engaged, we are working to accelerate Leslie’s return to long-term profitable growth. We remain confident in our ability to execute our transformation and have ample liquidity to enable it, including cash at the end of the quarter of approximately $43 million. In addition, we had $20 million outstanding on our revolving credit facility which we paid off subsequent to quarter end.”
1 See section “GAAP to Non-GAAP Reconciliation”.
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Conference Call Details
The company will host a conference call at 5:00 p.m. Eastern time on August 6, 2025 to discuss the financial results for the fiscal third quarter 2025 as well as progress against the company’s strategic transformation initiatives. A live audio webcast of the conference call will be available online at https://ir.lesliespool.com/.
A replay of the conference call will be available within approximately three hours of the conclusion of the call and will be available on the company’s Investor Relations website for 180 days.
About Leslie’s
Founded in 1963, Leslie’s is the largest and most trusted direct-to-customer brand in the U.S. pool and spa care industry serving residential customers and pool professionals nationwide. The company serves the aftermarket needs of residential and professional consumers with an extensive and largely exclusive assortment of essential pool and spa care products. The company operates an integrated ecosystem of over 1,000 physical locations and a robust digital platform, enabling consumers to engage with Leslie’s whenever, wherever, and however they prefer to shop. Its dedicated team of associates, pool and spa care experts, and experienced service technicians are passionate about empowering Leslie’s consumers with the knowledge, products, and solutions necessary to confidently maintain and enjoy their pools and spas.
Select Preliminary Financial Results
The select preliminary estimated financial information described above constitutes forward-looking statements. The estimates of results are based solely on information available to us as of the date of this release and are inherently uncertain. Accordingly, you should not place undue reliance on these preliminary estimated unaudited financial results. See “Forward-Looking Statements” below.
This preliminary financial information has been prepared by and is the responsibility of management. Our independent registered public accounting firm, Ernst & Young LLP, has not audited, reviewed or performed any procedures with respect to the preliminary financial information provided today.
Use of Non-GAAP Financial Measures and Other Operating Measures
In addition to reporting financial results in accordance with accounting principles generally accepted in the United States (“GAAP”), we use certain non-GAAP financial measures and other operating measures, including Adjusted EBITDA, Adjusted net income (loss), and Adjusted diluted earnings per share, to evaluate the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. These non-GAAP financial measures and other operating measures should not be considered in isolation or as substitutes for our results as reported under GAAP. In addition, these non-GAAP financial measures and other operating measures are not calculated in the same manner by all companies, and accordingly, are not necessarily comparable to similarly titled measures of other companies and may not be appropriate measures for performance relative to other companies.
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Adjusted EBITDA
Adjusted EBITDA is defined as earnings before interest (including amortization of debt issuance costs), taxes, depreciation and amortization, equity-based compensation expense, executive transition costs, severance, strategic project costs, 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 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 Diluted Earnings (Loss) per Share
Adjusted net income (loss) and Adjusted diluted earnings (loss) 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 diluted earnings (loss) 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 equity-based compensation expense, executive transition costs, severance, strategic project costs, merger and acquisition costs, change in valuation allowance for deferred taxes, 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.
Forward-Looking Statements
This press release contains forward-looking statements about us, our industry and select preliminary third quarter financial results that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this press release, including statements regarding our preliminary third quarter 2025 results, future results of operations or financial condition, business strategy, value proposition, legal proceedings, competitive advantages, market size, growth opportunities, industry expectations, 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
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expressions. Our actual results or outcomes could differ materially from those indicated in these forward-looking statements for a variety of reasons, including, among others:
Additionally, factors that could cause actual results to differ from the preliminary estimated results include the discovery of new information that affects accounting estimates, management judgement or impacts valuation methodologies underlying these estimated results and the completion of our financial and other closing procedures as well as the preparation of our unaudited consolidated financial statements.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this press release primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and
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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” in our Annual Report on Form 10-K for the year ended September 28, 2024, in Part II, Item 1A, “Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended June 28, 2025 and in our other filings with the SEC. 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 press release. The results, outcomes, events, and circumstances reflected in the forward-looking statements may not be achieved 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 press release, 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 press release 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 press release to reflect events or circumstances after the date of this press release or to reflect new information, changed expectations, the occurrence of unanticipated events or otherwise, except as required by law. We may not actually achieve the plans, intentions, outcomes, 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.
Contact
Elisabeth Eisleben
Senior Vice President, Investor & Public Relations
Leslie’s, Inc.
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GAAP to Non-GAAP Reconciliation of Preliminary Results
(Amounts in thousands except per share amounts)
(unaudited)
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Low |
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High |
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Net income |
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$ |
20,000 |
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$ |
22,000 |
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Interest expense |
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15,600 |
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15,800 |
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Income tax expense |
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30,550 |
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30,850 |
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Depreciation and amortization expense(1) |
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8,500 |
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8,600 |
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Equity-based compensation expense(2) |
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1,500 |
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1,600 |
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Strategic project costs(3) |
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1,000 |
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1,100 |
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Executive transition costs and other(4) |
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1,900 |
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2,100 |
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Adjusted EBITDA |
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$ |
79,050 |
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$ |
82,050 |
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Low |
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High |
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Net income |
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$ |
20,000 |
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$ |
22,000 |
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Equity-based compensation expense(2) |
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1,500 |
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1,600 |
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Strategic project costs(3) |
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1,000 |
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1,100 |
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Executive transition costs and other(4) |
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1,900 |
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2,100 |
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Change in valuation allowance(5) |
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16,000 |
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16,800 |
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Tax effects of these adjustments(6) |
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(5,100 |
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(5,400 |
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Adjusted net income |
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$ |
35,300 |
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$ |
38,200 |
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Diluted earnings per share |
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$ |
0.11 |
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$ |
0.12 |
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Adjusted diluted earnings per share |
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$ |
0.19 |
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$ |
0.21 |
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Weighted average shares outstanding |
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Diluted |
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185,490 |
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185,490 |
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