swim-20260627

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________

FORM 10-Q

_______________________________________________________________


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

For the quarterly period ended June 27, 2026


☐			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: 001-40358

Latham Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware						83-2797583
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

787 Watervliet Shaker Road, Latham, NY						12110
(Address of principal executive offices)						(Zip Code)

(800) 833-3800

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	SWIM	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (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 July 31, 2026, 117,646,086 shares of the registrant’s common stock, $0.0001 par value, were outstanding.

Table of Contents

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION			3
Item 1. Financial Statements			3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
Item 3. Quantitative and Qualitative Disclosures About Market Risk			36
Item 4. Controls and Procedures			36
PART II — OTHER INFORMATION			38
Item 1. Legal Proceedings			38
Item 1A. Risk Factors			38
Item 5. Other Information			40
Item 6. Exhibits			41
SIGNATURES			42

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

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