Leslie's(LESL) - 2024 Q1 - Quarterly Report

PART I - FINANCIAL INFORMATION This section provides Leslie's, Inc.'s unaudited condensed consolidated financial information, including statements and detailed notes for the quarter ended December 30, 2023 Item 1. Financial Statements This section presents Leslie's, Inc.'s unaudited condensed consolidated financial statements for the quarter ended December 30, 2023, including balance sheets, statements of operations, stockholders' deficit, and cash flows, along with detailed notes on business operations, accounting policies, goodwill, intangibles, receivables, inventories, debt, income taxes, commitments, related party transactions, share repurchases, equity-based compensation, and earnings per share Condensed Consolidated Balance Sheets This statement provides a snapshot of Leslie's, Inc.'s financial position, detailing assets, liabilities, and stockholders' deficit as of specific dates | Metric | Dec 30, 2023 (Thousands) | Sep 30, 2023 (Thousands) | Dec 31, 2022 (Thousands) | | :-------------------------------- | :----------------------- | :----------------------- | :----------------------- | | Total Assets | $998,520 | $1,034,435 | $1,076,782 | | Total Liabilities | $1,197,168 | $1,195,797 | $1,302,417 | | Total Stockholders' Deficit | $(198,648) | $(161,362) | $(225,635) | - Total assets decreased by $35.9 million from September 30, 2023, and by $78.3 million from December 31, 2022[15] - Total liabilities remained relatively stable QoQ but decreased by $105.2 million YoY[15] - Stockholders' deficit increased by $37.3 million QoQ, indicating a larger negative equity position[15] Condensed Consolidated Statements of Operations This statement outlines Leslie's, Inc.'s financial performance, including sales, expenses, and net loss for the three months ended December 30, 2023 | Metric | Three Months Ended Dec 30, 2023 (Thousands) | Three Months Ended Dec 31, 2022 (Thousands) | Change (YoY) | | :-------------------------------- | :---------------------------------------- | :---------------------------------------- | :------------- | | Sales | $173,960 | $195,104 | $(21,144) | | Cost of merchandise and services sold | $123,552 | $129,808 | $(6,256) | | Gross profit | $50,408 | $65,296 | $(14,888) | | Selling, general and administrative expenses | $86,878 | $92,281 | $(5,403) | | Operating loss | $(36,470) | $(26,985) | $(9,485) | | Interest expense | $17,071 | $13,360 | $3,711 | | Loss before taxes | $(53,541) | $(40,345) | $(13,196) | | Income tax benefit | $(13,988) | $(10,086) | $(3,902) | | Net loss | $(39,553) | $(30,259) | $(9,294) | | Basic EPS | $(0.21) | $(0.16) | $(0.05) | | Diluted EPS | $(0.21) | $(0.16) | $(0.05) | - Sales decreased by 10.8% year-over-year, leading to a 22.8% decrease in gross profit[17] - Operating loss widened by 35.1% and net loss increased by 30.7% compared to the prior year period, primarily due to lower sales and higher interest expense[17] Condensed Consolidated Statements of Stockholders' Deficit This statement details changes in Leslie's, Inc.'s equity, specifically the stockholders' deficit, over the reporting period | Metric | Dec 30, 2023 (Thousands) | Sep 30, 2023 (Thousands) | Dec 31, 2022 (Thousands) | | :-------------------------------- | :----------------------- | :----------------------- | :----------------------- | | Common Stock | $184 | $184 | $184 | | Additional Paid in Capital | $101,547 | $99,280 | $92,508 | | Retained Deficit | $(300,379) | $(260,826) | $(318,327) | | Total Stockholders' Deficit | $(198,648) | $(161,362) | $(225,635) | - The total stockholders' deficit increased from $(161.4) million at September 30, 2023, to $(198.6) million at December 30, 2023, primarily due to the net loss of $(39.6) million for the quarter, partially offset by equity-based compensation[19] Condensed Consolidated Statements of Cash Flows This statement summarizes Leslie's, Inc.'s cash inflows and outflows from operating, investing, and financing activities | Activity | Three Months Ended Dec 30, 2023 (Thousands) | Three Months Ended Dec 31, 2022 (Thousands) | | :-------------------------------- | :---------------------------------------- | :---------------------------------------- | | Net cash used in operating activities | $(71,874) | $(184,409) | | Net cash used in investing activities | $(10,699) | $(13,749) | | Net cash provided by financing activities | $35,547 | $88,556 | | Net decrease in cash and cash equivalents | $(47,026) | $(109,602) | | Cash and cash equivalents, end of period | $8,394 | $2,691 | - Net cash used in operating activities significantly decreased by $112.5 million year-over-year, primarily due to reductions in product inventories[22] - Net cash provided by financing activities decreased by $53.1 million, mainly due to lower borrowings on the Revolving Credit Facility[22] Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements Note 1—Business and Operations This note describes Leslie's, Inc.'s core business, market position, and product offerings in the pool and spa care industry - Leslie's, Inc. is a leading direct-to-consumer pool and spa care brand, operating over 1,000 company-operated locations in 39 states and e-commerce websites[24] - Products include maintenance items like chemicals, equipment, parts, and cleaning accessories, as well as safety, recreational, and fitness-related products[24] Note 2—Summary of Significant Accounting Policies This note outlines the key accounting principles, estimates, and seasonal factors influencing Leslie's, Inc.'s financial reporting - The interim condensed consolidated financial statements are prepared in accordance with GAAP, including normal and recurring adjustments[25][27][29] - The company operates on a fiscal calendar ending on the Saturday closest to September 30th, with each quarter typically having 13 weeks[25][27][29] - Significant estimates include inventory reserves, lease assumptions, vendor rebates, and income taxes[25][27][29] - The business is highly seasonal, with sales and earnings highest during the third and fourth fiscal quarters (April through September)[30] - A new accounting pronouncement (ASU No. 2023-09) on income tax disclosures is effective for annual periods beginning after December 15, 2024, and the company is evaluating its impact[32] Note 3 —Goodwill and Other Intangibles, Net This note details Leslie's, Inc.'s goodwill and other intangible assets, including changes and amortization over the period | Metric | Dec 30, 2023 (Thousands) | Sep 30, 2023 (Thousands) | Dec 31, 2022 (Thousands) | | :-------------------------------- | :----------------------- | :----------------------- | :----------------------- | | Goodwill | $180,698 | $180,698 | $176,163 | | Net Other Intangible Assets | $37,211 | $38,157 | $41,956 | | Total Goodwill and Other Intangibles, Net | $217,909 | $218,855 | $218,119 | - Goodwill remained stable at $180.7 million from September 30, 2023, with no acquisitions in the current quarter[33][34][35] - Net other intangible assets decreased slightly due to amortization[33][34][35] - Amortization expense was $0.9 million for both the current and prior year three-month periods, with no impairment recorded[33][34][35] Note 4—Accounts and Other Receivables, Net This note provides a breakdown of Leslie's, Inc.'s accounts and other receivables, net, and their changes | Metric | Dec 30, 2023 (Thousands) | Sep 30, 2023 (Thousands) | Dec 31, 2022 (Thousands) | | :-------------------------------- | :----------------------- | :----------------------- | :----------------------- | | Vendor and other rebates receivable | $6,532 | $6,818 | $27,521 | | Customer receivables | $13,400 | $18,334 | $15,969 | | Other receivables | $4,229 | $5,900 | $4,512 | | Allowance for doubtful accounts | $(1,673) | $(1,656) | $(1,627) | | Total | $22,488 | $29,396 | $46,375 | - Total accounts and other receivables, net, decreased by $6.9 million from September 30, 2023, and by $23.9 million from December 31, 2022, primarily driven by a significant reduction in vendor and other rebates receivable[37] Note 5—Inventories This note details Leslie's, Inc.'s inventory composition and changes, including raw materials and finished goods | Metric | Dec 30, 2023 (Thousands) | Sep 30, 2023 (Thousands) | Dec 31, 2022 (Thousands) | | :-------------------------------- | :----------------------- | :----------------------- | :----------------------- | | Raw materials | $4,633 | $3,076 | $7,987 | | Finished goods | $329,398 | $308,761 | $421,530 | | Total | $334,031 | $311,837 | $429,517 | - Total inventories increased by $22.2 million from September 30, 2023, but decreased by $95.5 million from December 31, 2022, mainly due to a reduction in finished goods inventory[38] Note 6—Prepaid Expenses and Other Current Assets This note outlines Leslie's, Inc.'s prepaid expenses and other current assets, highlighting key components and period-over-period changes | Metric | Dec 30, 2023 (Thousands) | Sep 30, 2023 (Thousands) | Dec 31, 2022 (Thousands) | | :-------------------------------- | :----------------------- | :----------------------- | :----------------------- | | Prepaid insurance | $4,702 | $1,236 | $6,812 | | Prepaid occupancy costs | $1,976 | $1,967 | $2,004 | | Prepaid sales tax | $1,843 | $4,060 | $1,753 | | Prepaid inventory | — | — | $771 | | Prepaid other | $6,592 | $6,239 | $4,382 | | Other current assets | $12,018 | $10,131 | $14,199 | | Total | $27,131 | $23,633 | $29,921 | - Prepaid expenses and other current assets increased by $3.5 million from September 30, 2023, primarily due to an increase in prepaid insurance and other current assets[39] Note 7—Accrued Expenses and Other Current Liabilities This note details Leslie's, Inc.'s accrued expenses and other current liabilities, including changes and key components | Metric | Dec 30, 2023 (Thousands) | Sep 30, 2023 (Thousands) | Dec 31, 2022 (Thousands) | | :-------------------------------- | :----------------------- | :----------------------- | :----------------------- | | Accrued payroll and employee benefits | $14,493 | $18,558 | $13,154 | | Customer deposits | $4,491 | $7,356 | $7,505 | | Inventory related accruals | $7,821 | $13,843 | $11,254 | | Loyalty and deferred revenue | $7,264 | $6,785 | $6,157 | | Self-insurance reserves | $10,024 | $9,138 | $8,417 | | Other accrued liabilities | $21,115 | $25,191 | $13,900 | | Total | $69,854 | $90,598 | $65,494 | - Accrued expenses and other current liabilities decreased by $20.7 million from September 30, 2023, mainly due to decreases in accrued payroll, customer deposits, and inventory-related accruals[40] Note 8—Long-Term Debt, Net This note provides information on Leslie's, Inc.'s long-term debt, including term loans, revolving credit facilities, and interest rates | Metric | Dec 30, 2023 (Thousands) | Sep 30, 2023 (Thousands) | Dec 31, 2022 (Thousands) | | :-------------------------------- | :----------------------- | :----------------------- | :----------------------- | | Term Loan | $787,725 | $789,750 | $795,825 | | Revolving Credit Facility | $38,000 | — | $91,000 | | Total long-term debt | $825,725 | $789,750 | $886,825 | | Total long-term debt, net | $771,718 | $773,276 | $778,133 | - Total long-term debt increased by $35.9 million from September 30, 2023, primarily due to $38.0 million outstanding on the Revolving Credit Facility, which had no outstanding balance in the prior quarter[41][46] - The Term Loan carries an effective interest rate of 8.21% as of December 30, 2023[41][46] - The Term Loan and Revolving Credit Facility interest rates are now Term SOFR-based following amendments in June and March 2023, respectively[43][45] - The Term Loan matures on March 9, 2028, and the Revolving Credit Facility matures on August 13, 2025[43][45] Note 9—Income Taxes This note discusses Leslie's, Inc.'s effective income tax rate and factors influencing its fluctuations - The effective income tax rate was 26.1% for the three months ended December 30, 2023, an increase from 25.0% in the prior year period[49] - This difference is primarily due to state taxes and can fluctuate based on valuation allowances, tax law changes, and other discrete items[49] Note 10—Commitments & Contingencies This note outlines Leslie's, Inc.'s legal proceedings, self-insurance reserves, and other potential financial obligations - A class action complaint for federal securities law violations was filed on September 8, 2023, alleging materially false and misleading statements[50] - The company disputes the allegations and intends to defend itself vigorously, but cannot reasonably estimate the potential range of loss at this early stage[50] - The company has self-insurance retention features of up to $0.4 million per event for workers' compensation, general liability, and employee group medical plans, secured by $10.6 million in standby letters of credit[52] Note 11—Related Party Transactions This note discloses Leslie's, Inc.'s transactions with related parties, specifically a share repurchase from significant beneficial owners - On December 14, 2021, the Company repurchased 7.5 million shares of common stock from Bubbles Investor Aggregator, L.P. and Explorer Investment Pte. Ltd. (Selling Stockholders), both greater than 5% beneficial owners at the time, for $20.25 per share[53] Note 12—Share Repurchase Program This note details Leslie's, Inc.'s board-authorized share repurchase program, including available funds and activity - The board authorized a $300 million share repurchase program on December 3, 2021, expiring December 31, 2024[54][56] - As of December 30, 2023, approximately $147.7 million remained available for future purchases[54][56] | Metric | Three Months Ended Dec 30, 2023 | Three Months Ended Dec 31, 2022 | | :-------------------------------- | :------------------------------ | :------------------------------ | | Total number of shares repurchased | — | 27 | | Total amount paid for shares repurchased | $0 | $419 | Note 13—Equity-Based Compensation This note describes Leslie's, Inc.'s equity-based compensation plans, outstanding awards, and associated expenses - The 2020 Omnibus Incentive Plan allows for grants of stock options, restricted stock units (RSUs), and performance stock units (PSUs)[57] - As of December 30, 2023, approximately 6.4 million shares were available for future grants[57] - The aggregate unamortized value of outstanding equity-based compensation awards was $24.6 million, expected to be recognized over approximately 2.7 years[58][63] - Equity-based compensation expense was $2.7 million for the three months ended December 30, 2023, down from $3.0 million in the prior year[58][63] | Metric | Stock Options (Thousands) | RSUs/PSUs (Thousands) | | :-------------------------------- | :------------------------ | :-------------------- | | Outstanding, Beginning (Dec 30, 2023) | 3,308 | 2,084 | | Granted (Dec 30, 2023) | — | 1,638 | | Vested (Dec 30, 2023) | — | (221) | | Forfeited/Expired (Dec 30, 2023) | (230) | (133) | | Balance, Ending (Dec 30, 2023) | 3,078 | 3,368 | | Unamortized value (Dec 30, 2023) | $3,115 | $21,505 | | Weighted average period expense expected to be recognized (years) | 0.9 | 2.9 | Note 14—Earnings Per Share This note presents Leslie's, Inc.'s basic and diluted earnings per share calculations, including factors affecting dilution | Metric | Three Months Ended Dec 30, 2023 | Three Months Ended Dec 31, 2022 | | :-------------------------------- | :------------------------------ | :------------------------------ | | Net loss (Thousands) | $(39,553) | $(30,259) | | Weighted average shares outstanding - basic (Thousands) | 184,383 | 183,513 | | Weighted average shares outstanding - diluted (Thousands) | 184,383 | 183,513 | | Basic earnings per share | $(0.21) | $(0.16) | | Diluted earnings per share | $(0.21) | $(0.16) | - Diluted EPS was $(0.21) for the three months ended December 30, 2023, compared to $(0.16) in the prior year period[64] - Potentially dilutive shares (Stock Options and RSUs) totaling 4.9 million were excluded from the diluted EPS calculation as their effect would have been antidilutive due to the net loss[64] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides a detailed discussion and analysis of Leslie's, Inc.'s financial condition and results of operations for the three months ended December 30, 2023. It covers the company's business overview, key performance measures, factors impacting comparability, a detailed breakdown of financial results, seasonality, liquidity, and capital resources Our Company This section provides an overview of Leslie's, Inc.'s market position, product offerings, and strategic innovations in the pool and spa care industry - Leslie's is the largest direct-to-consumer brand in the U.S. pool and spa care industry, with over 1,000 branded locations and a robust digital platform[68] - It holds approximately 15% market share of residential aftermarket product spend as of 2022[68] - Over 80% of the product assortment consists of non-discretionary maintenance items, including chemicals, equipment, and cleaning accessories, along with essential services like installation and repair[69] - The company offers complimentary in-store water testing via its proprietary AccuBlue® system[69] - The company emphasizes a legacy of leadership and innovation, having pioneered in-store water testing, equipment repair services, loyalty programs, and an expansive platform of owned and exclusive brands[70] Key Factors and Measures We Use to Evaluate Our Business This section outlines the key GAAP and non-GAAP financial metrics and operational measures Leslie's, Inc. uses to assess its business performance - Key GAAP measures include sales, gross profit and gross margin, selling, general and administrative expenses (SG&A), and operating income (loss)[72] - Key non-GAAP measures and other operating measures include comparable sales, comparable sales growth, Adjusted EBITDA, Adjusted net income (loss), and Adjusted earnings per share[72][74] - Comparable sales growth is a key metric for assessing financial performance[72][74] - Adjusted EBITDA and Adjusted net income (loss) are used by management and the board to evaluate business strategies, budgeting, and industry comparisons, excluding non-recurring or non-cash items[83][85][86] Factors Affecting the Comparability of our Results of Operations This section discusses macroeconomic, geopolitical, and consumer behavior factors that influence the comparability of Leslie's, Inc.'s financial results - Financial performance is impacted by macroeconomic and geopolitical developments, including supply chain disruptions, labor market constraints, inflation, rising interest rates, and general economic slowdowns[89] - Adverse trends increase consumer price sensitivity[89] - Consumer purchasing patterns, such as stockpiling of granular chlorine compounds due to unstable supply, can lead to unpredictable changes in demand and revenue fluctuations[90] Results of Operations This section provides a detailed analysis of Leslie's, Inc.'s sales, gross profit, expenses, and net loss for the reporting period | Metric | Three Months Ended Dec 30, 2023 (Thousands) | Three Months Ended Dec 31, 2022 (Thousands) | Change (YoY) | | :-------------------------------- | :---------------------------------------- | :---------------------------------------- | :------------- | | Sales | $173,960 | $195,104 | $(21,144) | | Comparable sales growth | (11.7)% | 4.0% | (15.7) pp | | Gross profit | $50,408 | $65,296 | $(14,888) | | Gross margin | 29.0% | 33.5% | (450) bps | | Selling, general and administrative expenses | $86,878 | $92,281 | $(5,403) | | Operating loss | $(36,470) | $(26,985) | $(9,485) | | Interest expense | $17,071 | $13,360 | $3,711 | | Net loss | $(39,553) | $(30,259) | $(9,294) | | Diluted EPS | $(0.21) | $(0.16) | $(0.05) | | Adjusted EBITDA | $(24,420) | $(11,915) | $(12,505) | | Adjusted net loss | $(36,763) | $(25,333) | $(11,430) | | Adjusted diluted EPS | $(0.20) | $(0.14) | $(0.06) | - Sales decreased by 10.8% to $174.0 million, with comparable sales declining by 11.7%[93][97][98][99][100][101][103][104][105] - Gross profit decreased by 22.8%, and gross margin fell by 450 basis points to 29.0%, primarily due to timing of rebate recognition, expensing of capitalized distribution expenses, and deleverage on distribution and occupancy costs[93][97][98][99][100][101][103][104][105] - SG&A decreased by 5.9% to $86.9 million, driven by lower merchant fees, headcount, executive transition costs, and M&A costs[99][100] - Interest expense increased by $3.7 million due to higher interest rates[99][100] - Net loss increased to $(39.6) million, and Adjusted EBITDA decreased to $(24.4) million, primarily due to the decline in gross profit[103][105] Seasonality and Quarterly Fluctuations This section explains the seasonal nature of Leslie's, Inc.'s business and its impact on sales, earnings, and cash flow - The business is highly seasonal, with peak sales and earnings occurring in the third and fourth fiscal quarters (April through September) due to swimming pool use[107] - The first and second fiscal quarters typically have substantially lower sales[107] - Investments in operating expenses, working capital, and capital expenditures are made throughout the year, negatively impacting earnings and cash flow in the first and second quarters[107][108] - Inventory and accounts payable build up during the first and second quarters in anticipation of the peak selling season[107][108] - Weather is a principal external factor, with hot weather increasing purchases and unseasonably cool or rainy weather reducing consumption and sales[109] Liquidity and Capital Resources This section details Leslie's, Inc.'s sources of liquidity, cash position, and borrowing capacity under its credit facilities - Primary liquidity sources are net cash from operating activities and borrowing availability under the Revolving Credit Facility[112][113] - Cash and cash equivalents were $8.4 million as of December 30, 2023, down from $55.4 million at September 30, 2023[112][113] - As of December 30, 2023, $38.0 million was outstanding on the Revolving Credit Facility, with $201.4 million of available borrowing capacity after considering standby letters of credit[113][117] - No events of default occurred[113][117] - Net cash used in operating activities decreased by $112.5 million year-over-year to $71.9 million, primarily due to reductions in product inventories[118][119][121] - Net cash provided by financing activities decreased by $53.1 million due to lower Revolving Credit Facility borrowings[118][119][121] Share Repurchase Program This section provides an update on Leslie's, Inc.'s share repurchase program, including remaining authorization - As of December 30, 2023, approximately $147.7 million remained available for future purchases under the $300 million share repurchase program, which expires on December 31, 2024[123] Contractual Obligations and Other Commitments This section confirms no material changes to Leslie's, Inc.'s contractual obligations since the prior annual report - There have been no material changes to contractual obligations and other commitments during the three months ended December 30, 2023, from those disclosed in the Annual Report on Form 10-K for fiscal year ended September 30, 2023[125] Critical Accounting Estimates This section confirms no material changes to Leslie's, Inc.'s critical accounting estimates since the prior annual report - No material changes to critical accounting estimates were made during the three months ended December 30, 2023, from those disclosed in the Annual Report on Form 10-K for fiscal year ended September 30, 2023[128] Recent Accounting Pronouncements This section refers to disclosures regarding recent accounting pronouncements relevant to Leslie's, Inc.'s financial statements - Information regarding recent accounting pronouncements is provided in Note 2—Summary of Significant Accounting Policies[130] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that there have been no material changes in the company's primary risk exposures or management of market risks, including interest rate risk and the impact of inflation and deflation, from those disclosed in its Annual Report on Form 10-K for the fiscal year ended September 30, 2023 - No material changes in primary risk exposures or management of market risks, including interest rate risk and the impact of inflation and deflation, from those disclosed in the Annual Report on Form 10-K for fiscal year ended September 30, 2023[131][132] Item 4. Controls and Procedures This section addresses the effectiveness of Leslie's, Inc.'s disclosure controls and procedures and internal control over financial reporting. Management concluded that disclosure controls and procedures were ineffective due to un-remediated material weaknesses in internal control over financial reporting, with remediation efforts ongoing and expected to be completed in fiscal year 2024 - Management concluded that disclosure controls and procedures were ineffective as of December 30, 2023, due to un-remediated material weaknesses in internal control over financial reporting, as disclosed in the prior Annual Report on Form 10-K[133] - Remediation efforts for the material weaknesses are ongoing and are anticipated to be completed during fiscal year 2024[134][135] - No other material changes in internal control over financial reporting occurred during the quarter[134][135] PART II - OTHER INFORMATION This section provides additional information beyond financial statements, covering legal proceedings, risk factors, equity sales, and other disclosures Item 1. Legal Proceedings This section states that Leslie's, Inc. is subject to routine litigation and claims, for which reserves are established when probable and estimable, but these are not expected to have a material adverse effect. There have been no material changes to legal proceedings from those described in the Annual Report on Form 10-K, except as noted in the financial statements - The company is subject to routine litigation and claims, with established reserves for probable and estimable losses, which are not significant[138] - The ultimate liability is not expected to have a material adverse effect[138] - No material changes to legal proceedings from the Annual Report on Form 10-K, except for the class action complaint mentioned in Note 10 of the condensed consolidated financial statements[139] Item 1A. Risk Factors This section indicates that there have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended September 30, 2023 - There have been no material changes from the risk factors disclosed in the Annual Report on Form 10-K for the year ended September 30, 2023[140] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports that there were no unregistered sales of equity securities and no issuer purchases of equity securities during the reporting period - No issuer purchases of equity securities or sales of unregistered securities occurred during the reporting period[141] Item 3. Defaults Upon Senior Securities This section confirms that there were no defaults upon senior securities during the reporting period - No defaults upon senior securities occurred[142] Item 4. Mine Safety Disclosures This section states that mine safety disclosures are not applicable to Leslie's, Inc. - Mine safety disclosures are not applicable[143] Item 5. Other Information This section reports that there was no information required to be disclosed on Form 8-K, no changes to procedures for recommending director nominees, and no director or Section 16 officer adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - No information required on Form 8-K, no changes to director nominee procedures, and no trading plan adoptions or terminations by directors or Section 16 officers during the quarter[144][145][146] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including the 2024 Form of Performance Unit Award Agreement, certifications of the Principal Executive Officer and Principal Financial Officer, and Inline XBRL documents - Exhibits include the 2024 Form of Performance Unit Award Agreement, certifications of the Principal Executive Officer and Principal Financial Officer (pursuant to Rules 13a-14(a) and 15d-14(a) and 18 U.S.C. Section 1350), and various Inline XBRL documents[148] Signatures This section contains the signature of Leslie's, Inc.'s Chief Financial Officer, Scott Bowman, certifying the filing of the report on February 1, 2024 - The report was signed by Scott Bowman, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) on behalf of Leslie's, Inc. on February 1, 2024[152][154]