Hayward Holdings, Inc.
For the period ended Mar 28, 2026. Filed Apr 29, 2026.
View on SEC.govAbout 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.
Mar 28, 2026 · Filed Apr 29, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-27; filed 2025-10-29.
0001834622-25-000142
ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-28; filed 2026-04-29.
0001834622-26-000033
ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsThe 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 173 previous paragraphs and 138 current paragraphs.
55 unchanged; 62 reworded; 21 added; 52 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 13 previous and 15 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 (21)
Current report
Gross profit increased to $118.7 million for the three months ended March 28, 2026 from $105.3 million for the three months ended March 29, 2025, an increase of $13.4 million, or 12.8%.
Current report
Selling, general, and administrative expense ("SG&A") increased to $62.6 million for the three months ended March 28, 2026 from $57.0 million for the three months ended March 29, 2025, an increase of $5.6 million, or 9.8%, primarily due to the timing of certain sales expenses during the year, incremental advertising expense for trade shows and new customers, and increased software costs.
Current report
Interest expense, net, decreased to $11.5 million for the three months ended March 28, 2026 from $13.7 million for the three months ended March 29, 2025, a decrease of $2.2 million, or 15.7%, primarily due to higher interest income on cash deposits and decreased net interest expense on bank debt.
Current report
Net income margin increased to 9.2% for the three months ended March 28, 2026 compared to 6.3% for the three months ended March 29, 2025, an increase of 290 basis points.
Current report
Adjusted net income and Adjusted net income margin
Current report
Adjusted EBITDA margin increased to 22.1% for the three months ended March 28, 2026 compared to 21.5% for the three months ended March 29, 2025, an increase of 60 basis points.
Current report
Segment Results of Operations
Current report
Net sales increased to $209.8 million for the three months ended March 28, 2026 from $187.1 million for the three months ended March 29, 2025, an increase of $22.7 million, or 12.1%.
Current report
Gross profit increased to $102.4 million for the three months ended March 28, 2026 from $91.2 million for the three months ended March 29, 2025, an increase of $11.2 million, or 12.3%.
Current report
Gross profit margin remained relatively flat at 48.8% for both the three months ended March 28, 2026 and March 29, 2025, primarily due to the offsetting impacts of positive net price, operating efficiencies and increased costs due to tariffs and inflation.
Current report
Adjusted segment income margin increased to 27.3% for the three months ended March 28, 2026 from 27.1% for the three months ended March 29, 2025, an increase of 20 basis points.
Current report
Gross profit increased to $16.3 million for the three months ended March 28, 2026 from $14.0 million for the three months ended March 29, 2025, an increase of $2.3 million, or 16.2%.
Current report
Segment income increased to $8.3 million for the three months ended March 28, 2026 from $6.5 million for the three months ended March 29, 2025, an increase of $1.8 million, or 26.7%. This was primarily driven by an increase in net sales and gross profit as discussed above.
Current report
Adjusted segment income margin increased to 19.4% for the three months ended March 28, 2026 from 16.6% for the three months ended March 29, 2025, an increase of 280 basis points.
Current report
Non-GAAP Reconciliations
Current report
Net Income and Net Income Margin to Adjusted Net Income and Adjusted Net Income Margin
Current report
Following is a reconciliation from net income and net income margin to adjusted net income and adjusted net income margin:
Current report
Beyond the next 12 months, our principal demand for funds will be for maintenance of our core business, to satisfy long-term contractual obligations, the Company’s ongoing capital expenditure program designed to improve the effectiveness and capabilities of its facilities and technology, research and development activities, potential share repurchases and any potential merger and acquisition activity. The Company's material contractual obligations include outstanding debt, operating leases and finance leases. For additional details related to the Company’s long-term contractual obligations for long-term debt, see Note 7 and for contractual obligations for leases see Note 13. We believe the combination of our current cash level, net cash flows provided by operating activities, and availability under the ABL Facility will be sufficient to satisfy the above requirements.
Current report
Net cash used in operating activities
Current report
Net cash used in operating activities increased to $150.6 million for the three months ended March 28, 2026 from $5.9 million for the three months ended March 29, 2025, an increase of $144.7 million, or 2,475.0%. The increase in cash used was primarily driven by higher accounts receivable, largely because there were no sales under the Receivables Purchase Agreement in the current period, whereas the prior year period included the sale of $100.0 million of accounts receivable.
Current report
Net cash used in financing activities was $11.0 million for the three months ended March 28, 2026 compared to net cash used in financing activities of $3.7 million for the three months ended March 29, 2025, an increase of $7.3 million, or 193.6%. The increase in net cash used was driven by higher purchases of common stock and payments of long-term debt.
Removed paragraphs (52)
Previous report
You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and related notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, this discussion and analysis includes forward-looking statements that reflect our plans, estimates and beliefs and involve risks and uncertainties. As a result of many factors, including those set forth in the section “Special Note Regarding Forward-looking Statements” in this Quarterly Report on Form 10-Q, our actual results may differ materially from those contained in or implied by any forward-looking statements. The results of operations for the three and nine months ended September 27, 2025 are not necessarily indicative of the results for any subsequent periods or the entire fiscal year ending December 31, 2025.
Previous report
Net sales increased to $772.8 million for the nine months ended September 27, 2025 from $724.5 million for the nine months ended September 28, 2024, an increase of $48.3 million, or 6.7%. See the segment discussion below for further information.
Previous report
Gross profit increased to $125.1 million for the three months ended September 27, 2025 from $113.1 million for the three months ended September 28, 2024, an increase of $12.0 million, or 10.6%.
Previous report
Gross profit margin increased to 51.2% for the three months ended September 27, 2025 compared to 49.7% for the three months ended September 28, 2024, an increase of 150 basis points, due to positive net price impact, the absence of a non-cash increase to cost of goods sold resulting from the fair value inventory step-up adjustment recognized as part of the purchase accounting for the acquisition of ChlorKing HoldCo, LLC and related entities ("ChlorKing") recorded in the prior-year period, and operational efficiencies in our manufacturing facilities, partially offset by an increase in costs driven by tariffs and inflation.
Previous report
Gross profit increased to $396.4 million for the nine months ended September 27, 2025 from $362.8 million for the nine months ended September 28, 2024, an increase of $33.6 million, or 9.3%.
Previous report
Gross profit margin increased to 51.3% for the nine months ended September 27, 2025 compared to 50.1% for the nine months ended September 28, 2024, an increase of 120 basis points, primarily due to positive net price impact, operational efficiencies in our manufacturing facilities and the absence of a non-cash increase to cost of goods sold resulting from the fair value inventory step-up adjustment recognized as part of the purchase accounting for the ChlorKing business recorded in the prior-year period, partially offset by an increase in costs driven by tariffs and inflation.
Previous report
Selling, general, and administrative expense (SG&A) increased to $69.8 million for the three months ended September 27, 2025 from $64.5 million for the three months ended September 28, 2024, an increase of $5.3 million, or 8.2%, primarily due to higher incentive compensation and higher salary costs driven by investments in our selling and customer care teams and wage inflation, and a non-recurring litigation expense, partially offset by decreased warranty costs.
Previous report
SG&A increased to $206.8 million for the nine months ended September 27, 2025 from $187.7 million for the nine months ended September 28, 2024, an increase of $19.1 million, or 10.2%, driven by higher incentive compensation and higher salary costs driven by investments in our selling and customer care teams and wage inflation, six months of expense related to the ChlorKing business acquired in June 2024 that is absent in the prior-year period and a non-recurring litigation expense.
Previous report
As a percentage of net sales, SG&A increased to 26.8% for the nine months ended September 27, 2025 as compared to 25.9% for nine months ended September 28, 2024, an increase of 90 basis points, due to the factors discussed above.
Previous report
RD&E increased to $19.2 million for the nine months ended September 27, 2025 from $18.9 million for the nine months ended September 28, 2024, an increase of $0.3 million, or 1.9%. As a percentage of net sales, RD&E was 2.5% for the nine months ended September 27, 2025 compared to 2.6% for the nine months ended September 28, 2024, a decrease of 10 basis points.
Previous report
For the nine months ended September 27, 2025, we incurred $3.8 million of acquisition and restructuring related expense as compared to $2.5 million of expense for the nine months ended September 28, 2024. The nine months ended September 27, 2025 primarily included the deferred purchase price recognized as compensation cost over the twelve-month service period from the date of the ChlorKing acquisition and facility driven restructuring costs within E&RW. The acquisition and restructuring-related expenses in the nine months ended September 28, 2024 primarily included costs associated with the centralization and consolidation of operations in Europe and costs related to the acquisition of the ChlorKing business.
Previous report
See Note 16. Acquisitions and Restructuring.
Previous report
For the nine months ended September 27, 2025, amortization of intangible assets decreased $0.8 million compared to the nine months ended September 28, 2024 due to the amortization pattern of certain intangible asset classes based on the declining balance method, partially offset by a full nine months of amortization expense on the intangible assets acquired as part of the acquisition of ChlorKing in June 2024 compared to three months of expense in the prior-year period.
Previous report
Interest expense, net, decreased to $11.3 million for the three months ended September 27, 2025 from $13.2 million for the three months ended September 28, 2024, a decrease of $1.9 million or 14.3%, primarily due to lower interest rates and increased interest income on cash deposits..
Previous report
Interest expense, net, decreased to $38.6 million for the nine months ended September 27, 2025 from $48.6 million for the nine months ended September 28, 2024, a decrease of $10.0 million or 20.5%, primarily due to reduced debt as a result of the repayment of the Incremental Term Loan B principal balance in April 2024, lower interest rates and increased interest income on cash investment balances..
Previous report
Interest expense, net, for the nine months ended September 27, 2025 consisted of $44.4 million of interest on the outstanding debt and $2.8 million of amortization of deferred financing fees, partially offset by $8.6 million of interest income. The effective interest rate on our borrowings, including the impact of interest rate hedges, was 6.44% for the nine months ended September 27, 2025.
Previous report
Interest expense, net, for the nine months ended September 28, 2024 consisted of $52.3 million of interest on the outstanding debt and $3.2 million of amortization of deferred financing fees, partially offset by $6.9 million of interest income. The effective interest rate on our borrowings, including the impact of interest rate hedges, was 7.00% for the nine months ended September 28, 2024.
Previous report
We incurred income tax expense of $26.2 million for the nine months ended September 27, 2025, compared to income tax expense of $16.8 million for the nine months ended September 28, 2024, an increase of $9.4 million, or 55.4%.
Previous report
The increase in the Company’s effective tax rate from 20.9% for the nine months ended September 28, 2024 to 23.9% for the nine months ended September 27, 2025 was primarily due to return-to-provision adjustments during the prior-year period and a decrease in tax benefit from stock compensation.
Previous report
Net income margin increased to 9.8% for the three months ended September 27, 2025 compared to 7.3% for the three months ended September 28, 2024, an increase of 250 basis points.
Previous report
Adjusted EBITDA margin increased to 24.2% for the three months ended September 27, 2025 compared to 22.5% for the three months ended September 28, 2024, an increase of 170 basis points.
Previous report
Adjusted EBITDA margin increased to 25.4% for the nine months ended September 27, 2025 compared to 24.7% for the nine months ended September 28, 2024, an increase of 70 basis points, due to the factors described above.
Previous report
See “— Non-GAAP Reconciliation” for a reconciliation of adjusted EBITDA and adjusted EBITDA margin to the most directly comparable GAAP metric.
Previous report
Segment
Previous report
Net sales increased to $208.2 million for the three months ended September 27, 2025 from $195.0 million for the three months ended September 28, 2024, an increase of $13.2 million, or 6.8%.
Previous report
Net sales increased to $650.5 million for the nine months ended September 27, 2025 from $609.5 million for the nine months ended September 28, 2024, an increase of $41.0 million, or 6.7%.
Previous report
The net sales increase for the three months ended September 27, 2025 was driven primarily by positive net price to offset inflation and tariffs and a modest increase in volume. The increase in volume was driven by the favorable timing of orders in the 2025 season.
Previous report
The net sales increase for the nine months ended September 27, 2025 was driven primarily by positive net price to offset inflation and tariffs, and the acquisition and successful integration of the ChlorKing business, partially offset by a modest decline in volume.
Previous report
Gross profit increased to $110.0 million for the three months ended September 27, 2025 from $101.9 million for the three months ended September 28, 2024, an increase of $8.1 million, or 8.0%.
Previous report
Gross profit increased to $349.3 million for the nine months ended September 27, 2025 from $319.2 million for the nine months ended September 28, 2024, an increase of $30.1 million, or 9.4%.
Previous report
Gross profit margin increased to 53.7% for the nine months ended September 27, 2025 from 52.4% for the nine months ended September 28, 2024, an increase of 130 basis points. Gross margin increased due to positive net price impact, operational efficiencies in our manufacturing facilities and the absence of a non-cash increase to cost of goods sold resulting from the fair value inventory step-up adjustment recognized as part of the purchase accounting for the ChlorKing business recorded in the prior-year period, partially offset by an increase in costs driven by tariffs and inflation.
Previous report
Segment income increased to $182.2 million for the nine months ended September 27, 2025 from $166.6 million for the nine months ended September 28, 2024, an increase of $15.6 million, or 9.3%. This was primarily attributable to the increase in net sales and gross profit as discussed above, partially offset by higher SG&A expense due to higher incentive compensation and higher salary costs driven by investments in our selling and customer care teams and wage inflation, partially offset by decreased warranty costs.
Previous report
Segment income margin increased to 28.0% for the nine months ended September 27, 2025 from 27.3% for the nine months ended September 28, 2024, an increase of 70 basis points. The increase was driven by the same factors as the increase in segment income discussed above.
Previous report
Adjusted segment income margin decreased to 29.6% for the three months ended September 27, 2025 from 30.5% for the three months ended September 28, 2024, a decrease of 90 basis points.
Previous report
Adjusted segment income increased to $201.4 million for the nine months ended September 27, 2025 from $186.0 million for the nine months ended September 28, 2024, an increase of $15.4 million or 8.3%. This was driven by the increased segment income as discussed above, after adjusting for the non-cash and specified costs discussed below in “— Non-GAAP Reconciliation.”
Previous report
Adjusted segment income margin increased to 31.0% for the nine months ended September 27, 2025 from 30.5% for the nine months ended September 28, 2024, an increase of 50 basis points.
Previous report
Refer to “—Non-GAAP Reconciliation” for a reconciliation of segment income to adjusted segment income.
Previous report
Net sales increased to $36.1 million for the three months ended September 27, 2025 from $32.6 million for the three months ended September 28, 2024, an increase of $3.5 million, or 10.7%.
Previous report
Net sales increased to $122.3 million for the nine months ended September 27, 2025 from $115.0 million for the nine months ended September 28, 2024, an increase of $7.3 million, or 6.3%.
Previous report
The net sales increase for the nine months ended September 27, 2025 was primarily due to growth in volume, the favorable impact from foreign currency translation and positive net price to offset inflation. The volume growth was driven by Early Buy shipments and improved market conditions in the Middle East, Asia and Europe compared to the prior-year period.
Showing the first 40 of 52 passages. Open the source sections for the rest.
Reworded paragraphs (62)
Previous wording
The Company is a leading global designer and manufacturer of pool and outdoor living technology. With the pool as the centerpiece of the growing outdoor living space, the pool industry has attractive market characteristics, including significant aftermarket requirements (such as the ongoing repair, replacement, remodeling and upgrading of equipment for existing pools), innovation-led growth opportunities, and a favorable industry structure. We are a leader in this market with a highly-recognized brand, one of the largest installed bases of pool equipment in the world, decades-long relationships with our key channel partners and trade customers and a history of technological innovation. Our engineered products, which include various energy efficient and more environmentally sustainable offerings, enhance the pool owner’s outdoor living lifestyle while also delivering high quality water, pleasant ambiance and ease of use for the ultimate backyard experience. Aftermarket replacements and upgrades to higher value Internet of Things and energy efficient models are a primary growth driver for our business.
Current wording
The Company is a leading global specialty water management company focused on designing and manufacturing pool and outdoor living technology and industrial flow control products. The Company benefits from a large installed base, recurring aftermarket demand (such as the ongoing repair, replacement, remodeling and upgrading of equipment for existing pools) and from a history of innovation, which together support long-term growth and cash generation. Our engineered products, which include various energy-efficient and more environmentally sustainable offerings, enhance the pool owner’s outdoor living lifestyle while also delivering high quality water, pleasant ambiance and ease of use for the ultimate backyard experience. Aftermarket replacements and upgrades to higher value IoT and energy efficient models are a primary growth driver for our business.
Previous wording
We have an estimated North American residential pool market share of approximately 33%. We believe that we are well-positioned for future growth. We estimate aftermarket sales represent approximately 85% of North American residential pool net sales and are generally recurring in nature since these products are critical to the ongoing operation of pools given requirements for water quality and sanitization. Our product replacement cycle of approximately 8 to 11 years drives multiple replacement opportunities over the typical life of a pool, creating opportunities to generate aftermarket product sales as pool owners repair, remodel and upgrade their pools. We estimate aftermarket sales based upon feedback from certain representative customers and management’s interpretation of available industry and government data, and not upon our GAAP net sales results.
Current wording
We have an estimated North American residential pool market share of approximately 33%. We believe that we are well-positioned for future growth. We estimate aftermarket sales represent approximately 85% of North American residential pool net sales and are generally recurring in nature since these products are critical to the ongoing operation of pools given requirements for water quality and sanitization. Our product replacement cycle of approximately eight to 11 years drives multiple replacement opportunities over the typical life of a pool, creating opportunities to generate aftermarket product sales as pool owners repair, remodel and upgrade their pools. We estimate aftermarket sales based upon feedback from certain representative customers and management’s interpretation of available industry and government data, and not upon our GAAP net sales results.
Previous wording
Our business is organized into two reportable segments: North America (“NAM”) and Europe & Rest of World (“E&RW”). The Company determined its reportable segments based on how the Chief Operating Decision Maker (“CODM”) reviews the Company’s operating results in assessing performance and allocating resources.
Current wording
Our business is organized into two reportable segments: North America (“NAM”) and Europe & Rest of World (“E&RW”). The Company determined its reportable segments based on how the Chief Operating Decision Maker (“CODM”) reviews the Company’s operating results in assessing performance and allocating resources. The Company’s CODM is the President and Chief Executive Officer.
Previous wording
NAM accounted for 85% and 86% of total net sales for the three months ended September 27, 2025 and September 28, 2024, respectively, and E&RW accounted for 15% and 14% of total net sales for the three months ended September 27, 2025 and September 28, 2024, respectively.
Current wording
NAM accounted for 82% of total net sales for both the three months ended March 28, 2026 and March 29, 2025, and E&RW accounted for 18% of total net sales for both the three months ended March 28, 2026 and March 29, 2025.
Previous wording
Our results of operations for the three and nine months ended September 27, 2025 and the three and nine months ended September 28, 2024 have been affected by the following, among other events, which must be understood to assess the comparability of our period-to-period financial performance and condition.
Current wording
Our results of operations for the three months ended March 28, 2026 and March 29, 2025 have been affected by the following, among other events, which must be understood to assess the comparability of our period-to-period financial performance and condition.
Previous wording
Our fiscal quarters end on the Saturday closest to the calendar quarter end, with the exception of year end which ends on December 31 of each fiscal year. The interim closing date for the first, second and third quarters of 2025 are March 29, June 28, and September 27, compared to the respective March 30, June 29, and September 28, 2024 date. This resulted in one additional andtwo fewer working days for the three and nine months ended September 27, 2025 compared to the 2024 periods, respectively.
Current wording
Our fiscal quarters end on the Saturday closest to and before the calendar quarter end, with the exception of year end which ends on December 31 of each fiscal year. The interim closing date for the first, second and third quarters of 2026 are March 28, June 27, and September 26, compared to the respective March 29, June 28, and September 27, 2025 dates. This resulted in one fewer working day for the three months ended March 28, 2026 compared to the 2025 period.
Previous wording
Our business is seasonal, with sales typically higher in the second and fourth quarters. During the second quarter, sales are higher in anticipation of the start of the summer pool season, and in the fourth quarter, we incentivize trade customers to buy and stock in preparation for next year’s pool season under an “Early Buy” program, which features a price discount and extended payment terms. Shipments for the 2025 Early Buy program began in the late third quarter and will continue through approximately the first quarter of 2026. The favorable payment terms extended as part of the Early Buy program generally do not exceed 180 days. We aim to keep our manufacturing plants running at a constant level throughout the year and consequently we typically build inventory in the first and third quarters, and inventory is sold-down in the second and fourth quarters. Our accounts receivable balance increases from September to April as a result of the Early Buy extended terms. Also, because the majority of our sales are to distributors whose inventory of our products may vary, including due to reasons beyond our control, such as end-user demand, supply chain lead times and macroeconomic factors, our revenue may fluctuate from period to period.
Current wording
Our business is seasonal, with sales typically higher in the second and fourth quarters. During the second quarter of a fiscal year, sales are higher in anticipation of the start of the summer pool season. In the fourth quarter, we incentivize customers to buy and stock up in preparation for next year’s pool season under an “Early Buy” program, which features price discounts and extended payment terms. Shipments for the 2025 Early Buy program began in the late third quarter and continued through approximately the first quarter of 2026. The favorable payment terms extended as part of the Early Buy program generally do not exceed 180 days. We aim to keep our manufacturing plants running at a constant level throughout the year and consequently we generally build inventory in the first and third quarters, and inventory is sold-down in the second and fourth quarters. Our accounts receivable balance increases from September to April as a result of the Early Buy extended terms and increases through June due to higher sales in the second quarter. Also, because the majority of our sales are to distributors whose inventory of our products may vary, including due to reasons beyond our control, such as end-user demand, supply chain lead times and macroeconomic factors, our revenue may fluctuate from period to period.
Previous wording
The imposition of, and threat of imposition of, tariffs and other trade restrictions by the United States government in 2025, and tariffs and other trade restrictions announced by governments of other nations in response to these actions, have created substantial uncertainty in the global economy. This uncertainty, as well as the direct impact of these tariffs and other trade restrictions, may adversely affect the Company’s business by reducing market demand for the Company’s products, increasing the Company’s supply costs that cannot be passed on to customers and/or adversely affecting the competitiveness of the Company’s products against those of manufacturers not subject to such tariffs and trade restrictions. Geopolitical conflicts around the world have also created substantial uncertainty in the global economy, including as a result of sanctions and penalties imposed in response to these conflicts. In particular, armed conflicts in the Middle East and in Ukraine and Russia have adversely affected market demand in the Middle East and Asia, which has negatively impacted our results in our E&RW segment. See “—Segment—Europe & Rest of World,” below. Given the nature of our business and global operations, if these or other geopolitical conflicts continue or worsen, our business and results of operations may be adversely affected.
Current wording
The imposition of, and threat of imposition of, tariffs and other trade restrictions by the United States government in 2025, and tariffs and other trade restrictions announced by governments of other nations in response to these actions, have created substantial uncertainty in the global economy. On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). Following the Supreme Court’s decision, the U.S. announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports, in addition to any existing non-IEEPA tariffs. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. Furthermore, the Company may be eligible to receive refunds of certain tariffs it paid that were levied under the IEEPA. If it is determined that the Company is eligible for refunds, the availability, amount and timing of such refunds is uncertain and subject to further developments. This uncertainty, as well as the direct impact of tariffs and other trade restrictions, may adversely affect the Company’s business by reducing market demand for the Company’s products, increasing the Company’s supply costs that cannot be passed on to customers and/or adversely affecting the competitiveness of the Company’s products against those of manufacturers not subject to such tariffs and trade restrictions. Geopolitical conflicts around the world have also created substantial uncertainty in the global economy, including as a result of sanctions and penalties imposed in response to these conflicts. In particular, armed conflicts in the Middle East and in Ukraine and Russia have adversely affected market demand in the Middle East and Asia, which has negatively impacted our results in our E&RW segment. See “—Segment—Europe & Rest of World,” below. Given the nature of our business and global operations, if these or other geopolitical conflicts continue or worsen, our business and results of operations may be adversely affected.
Previous wording
We consider a variety of financial and operating measures in assessing the performance of our business. The key GAAP measures we use are net sales, gross profit and gross profit margin, selling, general, and administrative expense (“SG&A”), research, development, and engineering expense (“RD&E”), operating income and operating income margin. The key non-GAAP measures we use are EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted segment income, and adjusted segment income margin.
Current wording
We consider a variety of financial and operating measures in assessing the performance of our business. The key GAAP measures we use are net sales, gross profit and gross profit margin, selling, general, and administrative expense (“SG&A”), research, development, and engineering expense (“RD&E”), operating income and operating income margin. The key non-GAAP measures we use are EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted segment income, adjusted segment income margin, adjusted net income, adjusted net income margin, and adjusted diluted earnings per share.
Previous wording
For information about our use of Non-GAAP measures and a reconciliation of these metrics to the most relevant GAAP measure see “—Non-GAAP Reconciliation.”
Current wording
For information about our use of Non-GAAP measures and a reconciliation of these metrics to the most directly comparable GAAP measures see “—Non-GAAP Reconciliations.”
Previous wording
The following tables summarize key components of our results of operations for the periods indicated. We derived the consolidated statements of operations for the three and nine months ended September 27, 2025 and September 28, 2024 from our unaudited 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 our results of operations:
Current wording
The following tables summarize key components of our results of operations for the periods indicated. We derived the consolidated statements of operations for the three months ended March 28, 2026 and March 29, 2025 from our unaudited 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 our results of operations:
Previous wording
Net sales increased to $244.3 million for the three months ended September 27, 2025 from $227.6 million for the three months ended September 28, 2024, an increase of $16.7 million, or 7.4%. See the segment discussion below for further information.
Current wording
Net sales increased to $255.2 million for the three months ended March 28, 2026 from $228.8 million for the three months ended March 29, 2025, an increase of $26.4 million, or 11.5%. See the segment discussion below for further information.
Previous wording
The net sales increase for the nine months ended September 27, 2025 was driven by positive net price to offset inflation and tariffs, the favorable impact from acquisitions, and a modest increase in volume.
Current wording
The net sales increase for the three months ended March 28, 2026 was driven by positive net price to offset inflation and tariffs, the favorable impact from foreign currency translation, and an increase in volume.
Previous wording
Gross profit margin increased to 52.8% for the three months ended September 27, 2025 from 52.3% for the three months ended September 28, 2024, an increase of 50 basis points. Gross margin increased due to positive net price impact, the absence of a non-cash increase to cost of goods sold resulting from the fair value inventory step-up adjustment recognized as part of the purchase accounting for the ChlorKing business recorded in the prior-year period, and operational efficiencies in our manufacturing facilities, partially offset by an increase in costs driven by tariffs and inflation.
Current wording
Gross profit margin increased to 46.5% for the three months ended March 28, 2026 compared to 46.0% for the three months ended March 29, 2025, an increase of 50 basis points, due to positive net price and operating efficiencies, partially offset by an increase in cost of sales driven by tariffs and inflation.
Previous wording
As a percentage of net sales, SG&A increased to 28.6% for the three months ended September 27, 2025 as compared to 28.3% for the three months ended September 28, 2024, an increase of 30 basis points, driven by the factors discussed above.
Current wording
As a percentage of net sales, SG&A decreased to 24.5% for the three months ended March 28, 2026 as compared to 24.9% for the three months ended March 29, 2025, a decrease of 40 basis points, as the growth in net sales exceeded the growth in SG&A.
Previous wording
Research, development, and engineering expense (RD&E) increased to $7.1 million for the three months ended September 27, 2025 from $6.4 million for the three months ended September 28, 2024, an increase of $0.7 million, or 10.4%. RD&E spend continues to be focused on new product development and new product quality.
Current wording
Research, development, and engineering expense (RD&E) increased to $6.8 million for the three months ended March 28, 2026 from $6.0 million for the three months ended March 29, 2025, an increase of $0.8 million, or 12.9%. RD&E spend continues to be focused on new product development and new product performance improvements.
Previous wording
As a percentage of net sales, RD&E remained relatively consistent at 2.9% for the three months ended September 27, 2025 compared to 2.8% for the three months ended September 28, 2024.
Current wording
As a percentage of net sales, RD&E remained relatively consistent at 2.6% for both the three months ended March 28, 2026 and March 29, 2025.
Previous wording
For the three months ended September 27, 2025, we incurred $0.3 million of acquisition and restructuring related expense as compared to $1.1 million of expense for the three months ended September 28, 2024. The expense in the three months ended September 27, 2025 was driven by facility and other restructuring costs within our E&RW business compared to the three months ended September 28, 2024, which was primarily driven by costs associated with the acquisition of ChlorKing.
Current wording
For the three months ended March 28, 2026, we incurred $0.5 million of acquisition and restructuring related expense as compared to $1.9 million of expense for the three months ended March 29, 2025. The expense in the three months ended March 28, 2026 was driven by costs associated with restructuring actions, while the prior period expense was primarily driven by costs associated with the acquisition of ChlorKing HoldCo, LLC and related entities (“ChlorKing”), including the deferred purchase price treated as compensation cost over the 12-month service period from the date of acquisition.
Previous wording
For the three months ended September 27, 2025, amortization of intangible assets decreased by $0.7 million compared to the three months ended September 28, 2024 due to the amortization pattern of certain intangible asset classes based on the declining balance method.
Current wording
For the three months ended March 28, 2026, amortization of intangible assets decreased by $0.5 million compared to the three months ended March 29, 2025 due to the amortization pattern of certain intangible asset classes based on the declining balance method.
Previous wording
For the three and nine months ended September 27, 2025, operating income increased $7.6 million and $13.6 million, respectively, due to the aggregated effect of the items described above.
Current wording
For the three months ended March 28, 2026, operating income increased by $9.0 million due to the aggregated effect of the items described above.
Previous wording
Interest expense, net, for the three months ended September 28, 2024 consisted of $15.9 million of interest expense on the outstanding debt and $1.0 million of amortization of deferred financing fees, partially offset by $3.7 million of interest income on cash deposits. The effective interest rate on our borrowings, including the impact of interest rate hedges, was 6.78% for the three months ended September 28, 2024.
Current wording
Interest expense, net, for the three months ended March 28, 2026 consisted of $13.6 million of interest expense on the outstanding debt and $0.8 million of amortization of deferred financing fees, partially offset by $2.9 million of interest income on cash deposits. The effective interest rate on our borrowings, including the impact of interest rate hedges, was 6.21% for the three months ended March 28, 2026.
Previous wording
Interest expense, net, for the three months ended September 27, 2025 consisted of $15.0 million of interest expense on the outstanding debt and $0.9 million of amortization of deferred financing fees, partially offset by $4.6 million of interest income on cash deposits. The effective interest rate on our borrowings, including the impact of interest rate hedges, was 6.49% for the three months ended September 27, 2025.
Current wording
Interest expense, net, for the three months ended March 29, 2025 consisted of $14.3 million of interest expense on the outstanding debt and $0.9 million of amortization of deferred financing fees, partially offset by $1.5 million of interest income on cash deposits. The effective interest rate on our borrowings, including the impact of interest rate hedges, was 6.31% for the three months ended March 29, 2025.
Previous wording
There was no loss on extinguishment of debt for three and nine months ended September 27, 2025. The $4.9 million loss on extinguishment of debt for the nine months ended September 28, 2024 was incurred as a result of the voluntary repayment of the Incremental Term Loan B principal balance in April 2024.
Current wording
The $0.2 million loss on extinguishment of debt for the three months ended March 28, 2026 was incurred as a result of the voluntary repayment of the principal balance for a portion of other bank debt in February 2026. There was no loss on extinguishment of debt for the three months ended March 29, 2025.
Previous wording
We incurred income tax expense of $7.2 million for the three months ended September 27, 2025, compared to an income tax expense of $4.4 million for the three months ended September 28, 2024, an increase of $2.8 million, or 62.7%.
Current wording
We incurred income tax expense of $6.8 million for the three months ended March 28, 2026, compared to income tax expense of $4.3 million for the three months ended March 29, 2025, an increase of $2.5 million, or 55.4%. While pretax income increased 61.2% for the three months ended March 28, 2026, the effective tax rate decreased, resulting in a 55.4% increase in income tax expense compared to the three months ended March 29, 2025.
Previous wording
The increase in the Company’s effective tax rate from 21.1% for the three months ended September 28, 2024 to 23.0% for the three months ended September 27, 2025 was primarily due to a decrease in tax benefit from stock compensation.
Current wording
The decrease in the Company’s effective tax rate from 23.3% for the three months ended March 29, 2025 to 22.4% for the three months ended March 28, 2026 was primarily due to lower state taxes.
Previous wording
As a result of the foregoing, net income increased by $7.5 million and $19.2 million for the three and nine months ended September 27, 2025, respectively.
Current wording
As a result of the foregoing, net income increased by $9.0 million, or 63.0%, for the three months ended March 28, 2026.
Previous wording
Adjusted EBITDA increased to $196.4 million for the nine months ended September 27, 2025 from $178.7 million for the nine months ended September 28, 2024, an increase of $17.7 million, or 9.9%, driven primarily by increased net sales and higher gross profit, partially offset by an increase in SG&A expense.
Current wording
Adjusted net income increased to $29.8 million for the three months ended March 28, 2026 from $22.1 million for the three months ended March 29, 2025, an increase of $7.7 million, or 34.9%, driven primarily by increased net sales.
Previous wording
Net income margin increased to 10.8% for the nine months ended September 27, 2025 compared to 8.8% for the nine months ended September 28, 2024, an increase of 200 basis points.
Current wording
Adjusted net income margin increased to 11.7% for the three months ended March 28, 2026 compared to 9.7% for the three months ended March 29, 2025, an increase of 200 basis points.
Previous wording
Adjusted EBITDA increased to $59.1 million for the three months ended September 27, 2025 from $51.1 million for the three months ended September 28, 2024, an increase of $8.0 million, or 15.6%, driven primarily by increased net sales and higher gross profit.
Current wording
Adjusted EBITDA increased to $56.4 million for the three months ended March 28, 2026 from $49.1 million for the three months ended March 29, 2025, an increase of $7.3 million, or 14.8%, driven primarily by increased net sales.
Previous wording
Segment income represents segment net sales less cost of sales, segment SG&A and RD&E, excluding acquisition and restructuring related expense as well as amortization of intangible assets. A reconciliation of segment income to our operating income is detailed below. Adjusted segment income represents segment income adjusted for the impact of depreciation, amortization of intangible assets recorded within cost of sales, stock-based compensation and certain non-cash, nonrecurring or other items that are included in segment income that we do not consider indicative of the ongoing segment operating performance. See “—Non-GAAP Reconciliation” for a reconciliation of these metrics to the most directly comparable GAAP metric.
Current wording
Segment income represents segment net sales less cost of sales, segment SG&A and RD&E, excluding acquisition and restructuring related expense as well as amortization of intangible assets. A reconciliation of segment income to our operating income is detailed below. Adjusted segment income represents segment income adjusted for the impact of depreciation, amortization of intangible assets recorded within cost of sales and certain non-cash, nonrecurring or other items that are included in segment income that we do not consider indicative of the ongoing segment operating performance. See “—Non-GAAP Reconciliations” for reconciliations of these metrics to the most directly comparable GAAP metric.
Previous wording
The net sales increase for the three months ended September 27, 2025 was driven by positive net price to offset inflation and tariffs, increased volume, and the favorable impact from foreign currency translation. The increase in volume was driven by the favorable timing of orders in the 2025 season.
Current wording
The net sales increase for the three months ended March 28, 2026 was driven primarily by positive net price to offset inflation and tariffs, an increase in volume, and the favorable impact from foreign currency translation.
Previous wording
Segment income increased to $55.4 million for the three months ended September 27, 2025 from $51.6 million for the three months ended September 28, 2024, an increase of $3.8 million, or 7.4%. This was primarily driven by an increase in net sales and gross profit as discussed above, partially offset by an increase in SG&A due to higher incentive compensation and higher salary costs driven by investments in our selling and customer care teams and wage inflation, partially offset by decreased warranty costs.
Current wording
Segment income increased to $50.5 million for the three months ended March 28, 2026 from $43.5 million for the three months ended March 29, 2025, an increase of $7.0 million, or 16.2%. This was primarily driven by an increase in net sales, partially offset by an increase in SG&A due to the timing of sales expenses and incremental advertising expenses.
Previous wording
Segment income margin increased to 26.6% for the three months ended September 27, 2025 from 26.4% for the three months ended September 28, 2024, an increase of 20 basis points. The increase was driven by the same factors discussed above in segment income.
Current wording
Segment income margin increased to 24.1% for the three months ended March 28, 2026 from 23.2% for the three months ended March 29, 2025, an increase of 90 basis points. The increase was driven by the same factors discussed above in segment income.
Previous wording
Adjusted segment income increased to $61.7 million for the three months ended September 27, 2025 from $59.5 million for the three months ended September 28, 2024, an increase of $2.2 million, or 3.8%. This was driven by the increase in segment income as discussed above, after adjusting for the non-cash and specified costs discussed below in “— Non-GAAP Reconciliation.”
Current wording
Adjusted segment income increased to $57.3 million for the three months ended March 28, 2026 from $50.7 million for the three months ended March 29, 2025, an increase of $6.6 million, or 13.2%. This was driven by the increase in segment income as discussed above, after adjusting for the non-cash and specified costs discussed below in “— Non-GAAP Reconciliations.”
Previous wording
Segment income increased to $20.4 million for the nine months ended September 27, 2025 from $16.8 million for the nine months ended September 28, 2024, an increase of $3.6 million, or 21.3%. This was driven by the factors discussed above.
Current wording
Net sales increased to $45.4 million for the three months ended March 28, 2026 from $41.8 million for the three months ended March 29, 2025, an increase of $3.6 million, or 8.7%.
Previous wording
The net sales increase for the three months ended September 27, 2025 was primarily due to the rise in volume and the favorable impact of foreign currency translation, partially offset by the impact of a decrease in net price. The increase in volume was driven by shipment timing under the Early Buy program.
Current wording
The net sales increase for the three months ended March 28, 2026 was primarily due to the favorable impact of foreign currency translation and positive net price, partially offset by the impact of a modest decrease in volume.
Previous wording
Gross profit margin increased to 41.9% for the three months ended September 27, 2025 from 34.4% for the three months ended September 28, 2024, an increase of 750 basis points, primarily driven by operational efficiencies related to higher volume and the absence of a discrete inventory adjustment recorded in the prior-year period.
Current wording
Gross profit margin increased to 35.8% for the three months ended March 28, 2026 from 33.5% for the three months ended March 29, 2025, an increase of 230 basis points, primarily driven by operational efficiencies.
Previous wording
Segment income margin increased by 970 basis points from 7.6% for the three months ended September 28, 2024 to 17.3% for the three months ended September 27, 2025, resulting from the increase in gross profit.
Current wording
Segment income margin increased by 250 basis points from 15.7% for the three months ended March 29, 2025 to 18.2% for the three months ended March 28, 2026, resulting from the increase in gross profit.
Previous wording
Adjusted segment income increased to $6.7 million for the three months ended September 27, 2025 from $2.7 million for the three months ended September 28, 2024, an increase of $4.0 million or 143.5%. This was primarily driven by the increase in net sales and gross profit as discussed above, after adjusting for the non-cash and specified costs described in “—Non-GAAP Reconciliation” below.
Current wording
Adjusted segment income increased to $8.8 million for the three months ended March 28, 2026 from $7.0 million for the three months ended March 29, 2025, an increase of $1.8 million or 26.5%. This was primarily driven by the increase in net sales and gross profit as discussed above, after adjusting for the non-cash and specified costs described in “—Non-GAAP Reconciliations” below.
Previous wording
The Company uses EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted segment income and adjusted segment income margin to supplement GAAP measures of performance to evaluate the effectiveness of our business strategies. These metrics are also frequently used by analysts, investors and other interested parties to evaluate companies in our industry, when considered alongside other GAAP measures.
Current wording
The Company uses EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted segment income, adjusted segment income margin, adjusted net income, adjusted net income margin and adjusted diluted earnings per share to supplement GAAP measures of performance to evaluate the effectiveness of our business strategies. These metrics are also frequently used by analysts, investors and other interested parties to evaluate companies in our industry, when considered alongside other GAAP measures.
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Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
NAM accounted for 84% of total net sales for each of thenine months ended September 27, 2025 and September 28, 2024, and E&RW accounted for 16% of total net sales for each of thenine months ended September 27, 2025 and September 28, 2024.
Previous report — wording carried elsewhere
No sales of accounts receivable occurred during thethree months ended September 27, 2025. During the nine months ended September 27, 2025, there were proceeds of $99.1 million from the sale of $100.0 million of receivables under the Receivables Purchase Agreement. As of September 27, 2025, none of the sold receivables remained to be collected and remitted to the transferee. The expense recognized related to the discount on sales for the nine months ended September 27, 2025 was $0.9 million.
Previous report — wording carried elsewhere
For thethree months ended September 27, 2025, the effective interest rate on borrowings under the First Lien Term Facility, including the impact of an interest rate hedge, was 6.26%. The effective interest rate is comprised of 6.94% for interest and 0.31% for financing costs, partially offset by 0.99% for interest incomeon the interest rate swaps.
Previous report — wording carried elsewhere
Net cash provided by operating activities