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Leslie's, Inc.

For the period ended Jun 28, 2025. Filed Aug 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 28, 2025 · Filed Aug 7, 2025

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-29; filed 2025-05-08.

0000950170-25-067171

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

Current report: 10-Q

Period ended 2025-06-28; filed 2025-08-07.

0000950170-25-105058

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 99 previous paragraphs and 104 current paragraphs.

67 unchanged; 26 reworded; 11 added; 6 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

Income tax expense increased to $30.8 million for the three months ended June 28, 2025 compared to $18.9 million in the prior year period, an increase of $11.9 million. Income tax expense increased to $7.0 million for the nine months ended June 28, 2025 compared to a benefit of $9.2 million in the prior year period, an increase of $16.2 million. The increases were primarily attributable to the change in valuation allowance.

Current report

Diluted earnings per share was $0.12 for the three months ended June 28, 2025 compared to $0.33 in the prior year period. Diluted loss per share was $(0.40) for the nine months ended June 28, 2025 compared to $(0.07) in the prior year period.

Current report

Adjusted net income for the three months ended June 28, 2025 was $37.9 million compared to $63.3 million in the prior year period, a decrease of $25.4 million. Adjusted net loss for the nine months ended June 28, 2025 was $(49.9) million compared to $(5.5) million in the prior year period, an increase of $44.4 million. Adjusted diluted earnings per share was $0.20 for the three months ended June 28, 2025 compared to $0.34 in the prior year period. Adjusted diluted loss per share was $(0.27) for the nine months ended June 28, 2025 compared to $(0.03) in the prior year period.

Current report

Goodwill and intangible assets are recorded at their estimated fair values at the date of acquisition. We review goodwill and indefinite-lived intangible assets for impairment annually (in the fourth quarter) or more frequently if impairment indicators arise. Goodwill can be evaluated for impairment, at our option, by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary. If it is determined, based on qualitative factors, that the fair value of the reporting unit may be more likely than not less than the carrying amount, a quantitative goodwill impairment test would be required. Additionally, we can elect to forgo a qualitative assessment and perform a quantitative test. The quantitative test is to identify if a potential impairment exists by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds the fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of goodwill.

Current report

If a quantitative test is performed, we would estimate the value considering the use of various valuation techniques which may use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. We include assumptions about sales growth, operating margins, discount rates and valuations multiples which consider our budgets, business plans, economic projections and marketplace data, and are believed to reflect market participant views which would exist in an exit transaction. Some of the inherent estimates and assumptions used in this analysis are outside the control of management, including cost of capital, tax rates and market EBITDA comparable financial metrics.

Current report

For our indefinite life intangible assets, a qualitative assessment can also be performed to determine whether the existence of events and circumstances indicates it is more likely than not the intangible asset is impaired. Similar to goodwill, we can also elect to forgo a qualitative test for indefinite life intangible assets and perform a quantitative test. Upon performing the quantitative test, if the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. We evaluate whether certain trade names continue to have an indefinite life annually.

Current report

We performed a quantitative assessment of goodwill and indefinite life intangible assets during the third quarter of 2025 and noted no impairment. See Note 3 - Goodwill and Other Intangibles, Net elsewhere in this Quarterly Report on Form 10-Q for further discussion.
Removed paragraphs (6)

Previous report

Income tax benefit for the three months ended March 29, 2025 was $13.0 million compared to $14.1 million in the prior year period, a decrease of $1.2 million. Income tax benefit for the six months ended March 29, 2025 was $23.9 million compared to $28.1 million in the prior year period, a decrease of $4.2 million. The decreases were primarily attributable to the change in valuation allowance related to our interest expense limitation.

Previous report

Diluted earnings (loss) per share was $(0.28) for the three months ended March 29, 2025 compared to $(0.19) in the prior year period. Diluted earnings (loss) per share was $(0.52) for the six months ended March 29, 2025 compared to $(0.40) in the prior year period.

Previous report

Adjusted net loss for the three months ended March 29, 2025 was $46.5 million compared to $32.0 million in the prior year period, an increase of $14.5 million. Adjusted net loss for the six months ended March 29, 2025 was $87.8 million compared to $68.8 million in the prior year period, an increase of $19.0 million. Adjusted diluted earnings (loss) per share was $(0.25) for the three months ended March 29, 2025 compared to $(0.17) in the prior year period. Adjusted diluted earnings (loss) per share was $(0.47) for the six months ended March 29, 2025 compared to $(0.37) in the prior year period.
Reworded paragraphs (26)

Previous wording

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 are subject to risks, uncertainties, and other factors, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024, in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q and in our other filings with the SEC.

Current wording

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 are subject to risks, uncertainties, and other factors, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024, in Part II, Item 1A, “Risk Factors” in our Quarterly Report on Form 10-Q from the quarter ended March 29, 2025, and elsewhere in this Quarterly Report on Form 10-Q and in our other filings with the SEC.

Previous wording

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 March 29, 2025 and March 30, 2024 refer to the 13 weeks ended March 29, 2025 and March 30, 2024, respectively. References to the six months ended March 29, 2025 and March 30, 2024 refer to the 26 weeks ended March 29, 2025 and March 30, 2024, respectively.

Current wording

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 June 28, 2025 and June 29, 2024 refer to the 13 weeks ended June 28, 2025 and June 29, 2024. References to the nine months ended June 28, 2025 and June 29, 2024 refer to the 39 weeks ended June 28, 2025 and June 29, 2024.

Previous wording

Our financial performance and condition may be impacted to varying extents from period to period by macroeconomic and geopolitical developments, including tariffs, public health crises, escalating global conflicts, supply chain disruptions, labor market constraints, higher rates of inflation, higher interest rates, general economic slowdown, and potential failures among financial institutions. The direct and indirect impact COVID-19 has had on our financial and operating performance since 2020 has made period-to-period analysis and accurate forecasting difficult. Due to the non-discretionary nature of our products and services, our business delivered strong growth and profitability throughout the pandemic, in spite of restrictions on the operation of our locations and distribution facilities. New or increased tariffs and other barriers to trade, especially in light of recent comments and executive orders made by the U.S. presidential administration, could further impact or exacerbate these conditions. In recent months, the United States has announced tariffs on imports from most countries, including significant tariffs on imports from Canada, Mexico and China. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. There is substantial uncertainty about the duration of existing tariffs and whether additional tariffs may be imposed, modified or suspended, and the impacts of such actions on the Company’s business. Significant disruption to our supply chain for products we sell, as a result of geopolitical conflict, tariffs or trade policies or otherwise, can also have a material impact on our sales and earnings and cause unpredictable changes in results. In addition, we believe adverse macroeconomic trends and uncertainties including inflation and varying interest rates also increase consumers’ sensitivity to price and result in cost-conscious behavior inclusive of high ticket items, which can result in corresponding declines in sales and/or gross profit.

Current wording

Our financial performance and condition may be impacted to varying extents from period to period by macroeconomic and geopolitical developments, including tariffs, public health crises, escalating global conflicts, supply chain disruptions, labor market constraints, higher rates of inflation, higher interest rates, general economic slowdown, and potential failures among financial institutions. The direct and indirect impact COVID-19 has had on our financial and operating performance since 2020 has made period-to-period analysis and accurate forecasting difficult. Due to the non-discretionary nature of a majority of our products and services, our business delivered strong growth and profitability throughout the pandemic, in spite of restrictions on the operation of our locations and distribution facilities. New or increased tariffs and other barriers to trade, especially in light of comments and executive orders made by the U.S. presidential administration, could further impact or exacerbate these conditions. The United States has announced tariffs on imports from most countries, including significant tariffs on imports from Canada, Mexico and China. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. There is substantial uncertainty about the duration of existing tariffs and whether additional tariffs may be imposed, modified or suspended, and the impacts of such actions on the Company’s business. Significant disruption to our supply chain for products we sell, as a result of geopolitical conflict, tariffs or trade policies or otherwise, can also have a material impact on our sales and earnings and cause unpredictable changes in results. In addition, we believe adverse macroeconomic trends and uncertainties including inflation and varying interest rates also increase consumers’ sensitivity to price and result in cost-conscious behavior inclusive of high ticket items, which can result in corresponding declines in sales and/or gross profit.

Previous wording

We derived our condensed consolidated statements of operations for the three and six months ended March 29, 2025 and March 30, 2024 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):

Current wording

We derived our condensed consolidated statements of operations for the three and nine months ended June 28, 2025 and June 29, 2024 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 and percentages):

Previous wording

The tables below provide a reconciliation from our net loss to Adjusted EBITDA and net loss to Adjusted net loss for the three and six months ended March 29, 2025 and March 30, 2024 (in thousands).

Current wording

The tables below provide a reconciliation from our net income (loss) to Adjusted EBITDA and net income (loss) to Adjusted net income (loss) for the three and nine months ended June 28, 2025 and June 29, 2024 (in thousands).

Previous wording

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

Current wording

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

Previous wording

Represents non-cash change in valuation allowance for deferred taxes that management does not believe are indicative of our ongoing operations. This item is reported in income tax benefit in our condensed consolidated statements of operations and we note they may reoccur in the future.

Current wording

Represents non-cash change in valuation allowance for deferred taxes. This item is reported in income tax (expense) benefit in our condensed consolidated statements of operations.

Previous wording

Sales were $177.1 million for the three months ended March 29, 2025 compared to $188.7 million in the prior year period, a decrease of $11.5 million, or 6.1%. The change was primarily driven by lower transaction volume and mix of products sold. Comparable sales were lower by $12.4 million relative to the prior year period. Non-comparable sales, including acquisitions and new stores, contributed $0.9 million in the current year period.

Current wording

Sales were $500.3 million for the three months ended June 28, 2025 compared to $569.6 million in the prior year period, a decrease of $69.3 million, or 12.2%. The change was primarily driven by lower transaction volume and mix of products sold. Comparable sales were lower by $70.5 million relative to the prior year period. Non-comparable sales, including acquisitions and new stores, contributed $1.2 million in the current year period.

Previous wording

Sales were $352.4 million for the six months ended March 29, 2025, compared to $362.6 million in the prior year period, a decrease of $10.3 million, or 2.8%. The change was primarily driven by lower transaction volume as well as average order value and mix of products sold. Comparable sales were lower by $12.1 million relative to the prior year period. Non-comparable sales, including acquisitions and new stores, contributed $1.8 million in the current year period.

Current wording

Sales were $852.7 million for the nine months ended June 28, 2025, compared to $932.3 million in the prior year period, a decrease of $79.6 million, or 8.5%. The change was primarily driven by lower transaction volume as well as average order value and mix of products sold. Comparable sales were lower by $82.5 million relative to the prior year period. Non-comparable sales, including acquisitions and new stores, contributed $2.9 million in the current year period.

Previous wording

Gross profit for the three months ended March 29, 2025 was $43.9 million compared to $54.3 million in the prior year period, representing a decrease of $10.4 million, or 19.1%. Gross margin decreased to 24.8% compared to 28.8% in the prior year period. The decline in rate was mainly due to occupancy and distribution center costs (220 basis points) and decrease in volume of products sold and mix (180 basis points).

Current wording

Gross profit for the three months ended June 28, 2025 was $197.9 million compared to $228.8 million in the prior year period, representing a decrease of $31.0 million, or 13.5%. Gross margin decreased to 39.6% compared to 40.2% in the prior year period. The decline in rate was mainly due to occupancy and distribution center costs (30 basis points) and decrease in volume of products sold and mix (30 basis points).

Previous wording

Gross profit for the six months ended March 29, 2025 was $91.7 million compared to $104.7 million in the prior year period, a decrease of $13.1 million, or 12.5%. Gross margin decreased to 26.0% compared to 28.9% in the prior year period. The decline in rate was mainly due to occupancy costs and distribution center costs (150 basis points) and decrease in volume of products sold and mix (140 basis points).

Current wording

Gross profit for the nine months ended June 28, 2025 was $289.6 million compared to $333.6 million in the prior year period, a decrease of $44.0 million, or 13.2%. Gross margin decreased to 34.0% compared to 35.8% in the prior year period. The decline in rate was mainly due to occupancy costs and distribution center costs (100 basis points) and decrease in volume of products sold and mix (80 basis points).

Previous wording

SG&A for the three months ended March 29, 2025 was $92.3 million compared to $84.9 million in the prior year period, an increase of $7.5 million, or 8.8%. The increase in SG&A was primarily related to increased compensation expenses of $4.3 million, $1.5 million for direct store expenses, and $1.1 million for professional fees and consulting expenses.

Current wording

SG&A for the three months ended June 28, 2025 was $129.6 million compared to $131.1 million in the prior year period, a decrease of $1.6 million, or 1.2%. The decrease in SG&A was primarily related to decreased merchant fees of $2.9 million, $1.5 million for direct store expenses, and $0.6 million for marketing fees, partially offset by $3.0 million of increased other operating expenses.

Previous wording

SG&A for the six months ended March 29, 2025 was $179.7 million compared to $171.7 million in the prior year period, an increase of $8.0 million, or 4.7%. The increase in SG&A was driven by $3.7 million of increased compensation expenses and $2.3 million of professional fees and consulting expenses.

Current wording

SG&A for the nine months ended June 28, 2025 was $309.3 million compared to $302.9 million in the prior year period, an increase of $6.4 million, or 2.1%. The increase in SG&A was primarily driven by $6.7 million of increased compensation expenses, $2.9 million of professional fees and consulting expenses, partially off set by $3.2 million in decreased marketing fees.

Previous wording

Interest expense for the three months ended March 29, 2025 was $15.9 million compared to $18.2 million in the prior year period, a decrease of $2.3 million. Interest expense for the six months ended March 29, 2025 was $31.7 million compared to $35.2 million in the prior year period, a decrease of $3.5 million.

Current wording

Interest expense for the three months ended June 28, 2025 was $15.8 million compared to $18.2 million in the prior year period, a decrease of $2.4 million. Interest expense for the nine months ended June 28, 2025 was $47.4 million compared to $53.4 million in the prior year period, a decrease of $6.0 million.

Previous wording

These decreases for the three and six months ended March 29, 2025 were due to lower interest rates and lower balances on our term loan.

Current wording

These decreases for the three and nine months ended June 28, 2025 were due to lower interest rates and lower balances on our term loan.

Previous wording

The effective income tax rate was 20.2% and 19.9% for the three and six months ended March 29, 2025, respectively, and included net income tax expenses attributable to equity-based compensation awards and the change in valuation allowance related to our interest expense limitation. The effective income tax rate was 29.0% and 27.5% for the three and six months ended March 30, 2024, and included net income tax expenses attributable to equity-based compensation awards.

Current wording

The effective income tax rate was 58.7% and (10.4)% for the three and nine months ended June 28, 2025, respectively, and included net income tax expenses attributable to equity-based compensation awards and the change in valuation allowance. The effective income tax rate was 23.8% and a benefit of 40.7% for the three and nine months ended June 29, 2024, and included net income tax expenses attributable to equity-based compensation awards.

Previous wording

Net loss for the three months ended March 29, 2025 was $51.3 million compared to $34.6 million in the prior year period, an increase of $16.8 million. Net loss for the six months ended March 29, 2025 was $95.9 million compared to $74.1 million in the prior year period, an increase of $21.8 million. The changes in net loss during the three and six months ended March 29, 2025 was primarily due to decreases in gross profit combined with increases in SG&A.

Current wording

Net income for the three months ended June 28, 2025 was $21.7 million compared to $60.7 million in the prior year period, a decrease of $38.9 million. The changes in net income during the three months ended June 28, 2025, was primarily due to decreases in gross profit due to lower sales. Net loss for the nine months ended June 28, 2025 was $(74.2) million compared to $(13.5) million in the prior year period, an increase of $60.7 million. The changes in net loss during the nine months ended June 28, 2025 was primarily due to decreases in gross profit due to lower sales combined with increases in SG&A.

Previous wording

Adjusted EBITDA for the three months ended March 29, 2025 was $(36.1) million compared to $(19.3) million in the prior year period, a decrease of $16.8 million. Adjusted EBITDA for the six months ended March 29, 2025 was $(65.4) million compared to $(43.7) million in the prior year period, a decrease of $21.7 million. The decreases in both the three and six months ended March 29, 2025 were primarily due to decreases in gross profit combined with increases in SG&A expense during the period.

Current wording

Adjusted EBITDA for the three months ended June 28, 2025 was $81.6 million compared to $109.5 million in the prior year period, a decrease of $27.9 million. The changes in Adjusted EBITDA during the three months ended June 28, 2025, were primarily due to decreases in gross profit due to lower sales. Adjusted EBITDA for the nine months ended June 28, 2025 was $16.2 million compared to $65.8 million in the prior year period, a decrease of $49.6 million. The decrease in Adjusted EBITDA during the nine months ended June 28, 2025 was primarily due to decreases in gross profit combined with increases in SG&A.

Previous wording

Cash and cash equivalents consist primarily of cash on deposit with banks. Cash and cash equivalents totaled $17.3 million and $108.5 million as of March 29, 2025 and September 28, 2024, respectively. As of March 29, 2025, we had $101.5 million outstanding on our Revolving Credit Facility. We had no amounts outstanding on our Revolving Credit Facility as of September 28, 2024.

Current wording

Cash and cash equivalents consist primarily of cash on deposit with banks. Cash and cash equivalents totaled $42.7 million as of June 28, 2025, $74.4 million as of June 29, 2024, and $108.5 million as of September 28, 2024. As of June 28, 2025, we had $20.0 million outstanding on our Revolving Credit Facility. We had no amounts outstanding on our Revolving Credit Facility as of June 29, 2024 and September 28, 2024.

Previous wording

As of March 29, 2025, outstanding standby letters of credit totaled $11.9 million and, after considering borrowing base restrictions, we had $136.6 million of available borrowing capacity under the terms of the Revolving Credit Facility. As of March 29, 2025, we were in compliance with the covenants under the Revolving Credit Facility and our Term Loan.

Current wording

As of June 28, 2025, outstanding standby letters of credit totaled $11.8 million and, after considering borrowing base restrictions, we had $218.2 million of available borrowing capacity under the terms of the Revolving Credit Facility. As of June 28, 2025, we were in compliance with the covenants under the Revolving Credit Facility and our Term Loan.

Previous wording

Net cash used in operating activities was $154.3 million for the six months ended March 29, 2025 compared to net cash used in operating activities of $115.1 million in the prior year period, an increase of $39.2 million. The increase was primarily driven by changes in working capital related to reduced accrued expenses of $7.6 million, reduced accounts payable of $6.7 million, and increased product inventories of $33.6 million.

Current wording

Net cash used in operating activities was $(39.4) million for the nine months ended June 28, 2025 compared to net cash provided by operating activities of $60.4 million in the prior year period, a decrease of $99.8 million. The decrease was primarily driven by changes in working capital related to increased product inventories of $48.5 million combined with reduced accrued expenses of $15.5 million, partially offset by increased accounts payable of $24.0 million.

Previous wording

Net cash used in investing activities was $11.1 million for the six months ended March 29, 2025 compared to $24.0 million in the prior year period, a decrease of $12.9 million. This decrease was primarily driven by lower investments in purchases of property and equipment.

Current wording

Net cash used in investing activities was $18.9 million for the nine months ended June 28, 2025 compared to $34.2 million in the prior year period, a decrease of $15.3 million. This decrease was primarily driven by lower investments in purchases of property and equipment of $15.3 million.

Previous wording

Net cash provided by financing activities for the six months ended March 29, 2025 was $74.2 million compared to $92.1 million in the prior year period, a decrease of $17.9 million. This decrease was primarily driven by lower borrowings on the Revolving Credit Facility combined with higher repayment of long-term debt.

Current wording

Net cash used in financing activities for the nine months ended June 28, 2025 was $7.5 million compared to $7.1 million in the prior year period, an increase of $0.4 million. This increase was primarily driven by higher repayments of long-term debt, partially offset by higher borrowings on the Revolving Credit Facility, which had not been repaid in full as of June 28, 2025.

Previous wording

There have been no material changes to our contractual obligations and other commitments during the six months ended March 29, 2025 from those disclosed in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024.

Current wording

There have been no material changes to our contractual obligations and other commitments during the nine months ended June 28, 2025 from those disclosed in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024.

Previous wording

There have been no material changes to our critical accounting estimates during the six months ended March 29, 2025 from those disclosed in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024.

Current wording

Except as indicated below, there have been no material changes to our critical accounting estimates during the nine months ended June 28, 2025 from those disclosed in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024.