What changed in this filing

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Item 1. Business

2024-03-13 compared with 2023-03-07 · 141 added, 153 removed, 184 unchanged (62% of the section changed)

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We hold the #1 position in North America in every product category in which we compete.

We believe that we are the most sought-after brand in the pool industry and the only pool company that has established a direct relationship with the homeowner.

We believe that we are the most desirable brand in the pool industry and the only pool company that has established a direct relationship with the homeowner.

We are Latham, The Pool Company TM .

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We have a heritage of innovation.

In an industry that has traditionally marketed on a business-to-business basis (pool manufacturer to dealer), we pioneered the first “direct-to-homeowner” digital and social marketing strategy that has transformed the homeowner’s purchase journey.

In an industry that has traditionally marketed from pool manufacturer to dealer, we pioneered the first “direct-to-homeowner” digital and social marketing strategy that has transformed the homeowner’s purchase journey.

Through this marketing strategy, we are able to create demand for our pools and to provide high quality, purchase-ready consumer leads to our dealer partners.

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We support our dealer network with business development tools, co-branded marketing programs, and in-house training.

Our operations consist of over 2,000 employees across over 30 locations.

The broad geographic reach of our manufacturing and distribution network allows us to deliver a fiberglass pool in a cost-effective manner.

The full resources of our company are dedicated to designing and manufacturing high-quality pool products, with the homeowner in mind, and to position ourselves as a value-added partner to our dealers.

We are the leader in the large and growing residential in-ground swimming pool industry.

Our operations consist of approximately 1,800 employees across all of our locations.

The broad geographic reach of our manufacturing and distribution network allows us to service our customers at short lead times and to deliver a fiberglass pool in a cost-effective manner.

Our mission is to design and manufacture high-quality pool products, with the homeowner in mind, and to be a value-added partner to our dealers.

Over the last decade, macroeconomic trends have driven an increase in reinvestment in the home, and we expect that consumers will continue to focus a portion of their rest-and-relaxation spending on exterior living spaces as they look for more ways to spend time outdoors.

Fiberglass pools are underpenetrated in the United States residential in-ground swimming pool market relative to other geographic markets.

As a result of material conversion away from legacy pool construction materials, growth in sales of fiberglass pools in the United States is meaningfully outpacing that of the broader in-ground swimming pool market.

A conversion to fiberglass pools from legacy pool construction materials is being driven by greater homeowner awareness of the benefits of fiberglass products.

As a result of material conversion away from legacy pool construction materials such as concrete, market share growth of fiberglass pool starts in the United States is meaningfully outpacing that of the broader in-ground swimming pool market.

Despite this growth, fiberglass pools still have significant runway for growth in the United States relative to comparable international markets.

This conversion to fiberglass pools from legacy pool construction materials, such as concrete, is being driven by greater homeowner awareness of the benefits of fiberglass products, including:

The benefits of fiberglass products include:

● Lower up-front and lifecycle costs .

Fiberglass pools cost less and have lower repair expenses compared to concrete pools.

Fiberglass pools cost less and have lower operating and repair expenses compared to concrete pools.

● Faster and easier installation .

Based on our knowledge of our dealers, we believe fiberglass pools can be installed in as little as two to three days, compared to up to three months for concrete pools.

Fiberglass pools can be installed in as little as two to three days, compared to up to three or more months for concrete pools of comparable size.

● Premium quality and aesthetics .

We believe our fiberglass pool offering is the most attractive swimming pool offering on the market.

Our special finishing process allows for traction where you need it (such as steps) and a smooth and lustrous finish everywhere else.

We believe our fiberglass pool offering is the most attractive on the market.

Our special finishing process allows a smooth and lustrous finish for traction where you need it (such as steps).

● Less chemicals .

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Pool manufacturers have traditionally marketed to dealers rather than to homeowners.

As a result, both manufacturers and homeowners have depended on dealers to educate homeowners and move them through their pool buying journey.

As a result, both manufacturers and homeowners have depended on dealers to educate homeowners and guide them through their pool buying journey.

The dealership market is highly-fragmented, consisting primarily of small, family-owned businesses.

In addition, concrete pool installers face a number of challenges, particularly as a result, we believe, of many skilled tradesmen leaving the industry.

Each of these factors, paired with the long-term positive demand trends in the industry, contribute to the supply constraint in the pool market.

Growth and Strategy

Utilize Leading Brand and Digital Assets to Generate Greater Homeowner Lead Volumes

Since 2019, we have increased spending on digital strategies and marketing.

Our content-rich digital platform provides homeowners with education and engagement tools that help them to navigate their pool buying journey, including an unrivaled pool visualization experience, informational videos and resources, budget calculators, and a pool expert community consisting of a blog and direct homeowner outreach.

The implementation of our new digital strategy has resulted in superior search engine optimization performance.

We have boosted leads for our dealers, further strengthening Latham with our dealer base.

In addition, concrete pool installers face a number of challenges, particularly the trend towards skilled tradesmen leaving the industry.

Each of these factors contribute to the supply constraint in the pool market.

Growth Strategy

Accelerate Fiberglass Material Conversion through Unique Market Positioning

As the leader in the fiberglass pool product category, we are driving the acceleration of material conversion, especially from concrete pools to fiberglass, by educating both homeowners and dealer partners about the superior benefits of fiberglass.

Our marketing campaigns and digital platform, including our easy to use interactive website and mobile app, inform homeowners on the benefits of fiberglass, which include lower up-front and total cost of ownership, quicker installation, easier maintenance, and a more convenient buying experience.

The Latham Augmented Reality Pool Visualizer app allows homeowners to browse fiberglass models and to select from a variety of options from their mobile device.

At “Latham University,” our dealer partners discover firsthand the benefits of fiberglass pools, including the ease and speed of installation.

Dealers also learn both basic and advanced fiberglass pool installation techniques.

As the leader in the fiberglass pool product category, we are driving the material conversion, especially from concrete pools to fiberglass, by educating both homeowners and dealer partners about the superior benefits of fiberglass.

The benefits include lower up-front and total cost of ownership, quicker installation, easier maintenance, and a more convenient buying experience.

Additionally, the connectivity we have built with our homeowners has provided us with the insights needed to stay ahead of homeowner demand trends that shape our market.

Utilize Leading Brand and Digital Assets to Generate Greater Volumes and Quality of Homeowner Leads

Since 2019, we have increased our investments in our digital strategies and consumer marketing.

Our marketing campaigns and digital platform, including our easy to use interactive website and mobile app, inform homeowners on the benefits of fiberglass.

For example, the Latham Augmented Reality Pool Visualizer app allows homeowners to browse fiberglass models and to select from a variety of options from their mobile device.

Our digital strategy has resulted in superior search engine optimization performance.

We have boosted not only the number of leads, but the overall quality of our leads for our dealers, further strengthening Latham’s relationship with our dealer base.

Secure Additional Strategic Partnerships with Priority Dealers to Gain Share

Our approach as a true business partner with our dealers positions us to take market share in our industry.

We have secured exclusivity from many of our top dealer partners, including the nation’s largest franchised dealer network, Premier Pools & Spas.

Our approach as a true business partner with our dealers positions us to gain share in our industry.

With our differentiated portfolio of products, manufacturing capabilities, customer service, and homeowner connectivity, we have developed a reputation as an innovative and dependable partner to our dealers and distributors.

At our “Latham University” training program, our dealer partners discover firsthand the benefits of fiberglass pools, including the ease and speed of installation.

Dealers also learn both basic and advanced fiberglass pool installation techniques.

We have exclusive supply arrangements with many of our top dealer partners, including the nation’s largest franchised dealer network, Premier Pools & Spas.

As the only participant with national distribution in the fiberglass pool product category, we intend to continue pursuing strategic partnerships with priority dealers in underpenetrated geographical markets that can help us accelerate our growth.

Grow Industry Capacity by Onboarding and Training New Dealer Partners

We believe that there is a tremendous opportunity to expand the capacity of skilled dealer partners to support overall industry growth and our continued market penetration.

We believe that there is a tremendous opportunity to expand the capacity of skilled dealer partners to support future industry growth and our continued market penetration.

As such, we intend to continue to use our leadership position in the industry to educate small business owners currently installing concrete pools, as well as those in related trades, about the economic opportunities available in the fiberglass product category of the pool market.

intend to onboard, train, and support them with the same emphasis we have placed on our existing dealer partnerships, including our co-branding programs, “Latham University,” and our “Business Excellence” coaching, designed to help them manage their growth.

Leveraging our investments and management expertise, we should be able to play a key role in growing the industry’s capacity.

We further intend to onboard, train, and support dealers with the same emphasis we have placed on our existing dealer partnerships,

including our co-branding programs, “Latham University” and our “Business Excellence” coaching, designed to help them manage their growth.

Leveraging our investments and management expertise, we should be able to play a key role in growing the industry’s pool building capacity.

Expand Margins through Mix Shift Towards Fiberglass and Productivity Initiatives

We believe that our consumer-centric marketing and compelling value proposition to our dealer partners will continue to drive long-term growth for our fiberglass pools.

We have made significant manufacturing capacity investments not only to support this future growth, but also to continue to deliver the compelling margin profile of our fiberglass pool offering.

We believe we can increase our margins significantly as we grow into our capacity investments and our product mix continues to shift towards fiberglass pools.

Additionally, we expect that our investments in people, processes, and equipment aimed at enhancing our manufacturing productivity will further expand our margins.

We have made significant manufacturing capacity investments not only to support long-term growth of fiberglass pools, but also to continue to deliver the compelling margin profile of our fiberglass pool offering.

We believe we have an opportunity to increase our margins as we grow into our capacity investments and our product mix continues to shift towards fiberglass pools.

Additionally, we expect that our investments in people, processes, and equipment aimed at enhancing our manufacturing efficiency will expand our margins.

Strategic Acquisitions that Enhance the Latham Platform

The pool industry offers attractive opportunities to utilize strategic acquisitions to drive consolidation and expand our product offering.

We have historically used strategic acquisitions to expand our geographic reach within the United States and internationally, enhance our product portfolio, and drive operational efficiencies.

The pool industry offers attractive opportunities for strategic acquisitions to drive consolidation and expand our product offering.

We have historically undertaken strategic acquisitions to expand our geographic reach within the United States and internationally, enhance our product portfolio, and drive operational efficiencies.

We will continue to focus on acquiring high-quality, market-leading businesses with teams, capabilities, and technologies that are complementary to our existing offerings and that enable us to better serve homeowners and dealer partners.

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Our products are recognized by homeowners, dealers, and distributors for their quality, durability, performance, compelling value proposition, ease of installation and diverse style and design options.

Over our history, we have leveraged our differentiated portfolio of products, manufacturing capabilities, customer service, and homeowner connectivity to develop a reputation as an innovative and dependable partner to our dealers and distributors.

Additionally, the connectivity that we have built with our homeowners has provided us with the insights needed to stay ahead of homeowner demand trends that shape our market.

Our broad and compelling product offering, proven ability to serve as a value added partner to our dealers and distributors, and our connectivity with homeowners have been critical in achieving the leading position in every pool product category in which we compete.

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Fiberglass Pools

We believe we are the #1 fiberglass pool manufacturer by volume in North America.

Demand for our fiberglass pools is driven by both accelerating material conversion from legacy pool construction materials, especially concrete, and the long-term value, through both lower up-front and lifecycle costs, that our pools deliver to our homeowners.

We are the largest fiberglass pool manufacturer in North America, Australia and New Zealand.

Demand for our fiberglass pools is driven by both accelerating material conversion from legacy pool construction materials, especially concrete, and the long-term value that our pools deliver to our homeowners through both lower up-front and lifecycle costs.

We offer an extensive portfolio of fiberglass pools with customizable features that include unique colors, elaborate finishes, floor mosaics, lighting options, water features, in-floor cleaning, tanning ledges, and spillover spas.

Our pools come in a variety of different sizes and are known by homeowners for their premium quality and aesthetics.

Our fiberglass pools offer significant cost, installation, and maintenance advantages over traditional concrete pools.

Our innovative product portfolio is made up of a carbon fiber, Kevlar, and fiberglass build and is backed by a lifetime warranty to the original purchaser, providing our homeowners with peace of mind and security.

Based on our knowledge of our dealers, we believe fiberglass pools can be installed in as little as two to three days, compared to three months for comparable concrete pools.

Our pools come in a variety of different shapes and sizes and are known by homeowners for their premium quality and aesthetics.

Our fiberglass pools offer significant cost, installation, and maintenance advantages over traditional concrete pools while requiring fewer chemicals.

Our innovative product portfolio is made up of a fiberglass, carbon fiber and Kevlar build and is backed by a lifetime warranty to the original purchaser, providing our homeowners with peace of mind and security.

Our fiberglass pools can be installed in as little as two to three days, compared to three months for comparable concrete pools.

While we believe that our fiberglass pools are the future of the industry and meet the majority of the market of pools sold, fiberglass pools do have some limitations.

Because of shipping considerations, they are subject to certain size

Although we offer a broad portfolio of design choices, fiberglass pools can be less customizable than concrete and vinyl.

The vinyl packaged pools that Latham sells are similar to concrete pools in terms of flexibility.

Because of shipping considerations, they are subject to certain size limits.

Although we offer a broad portfolio of design choices, fiberglass pools can be less customizable than concrete and vinyl pools.

The vinyl packaged pools that Latham sells offer unlimited customization in terms of size and shape, providing the same flexibility as concrete pools.

Investments in innovation and product development have led to historical growth of our fiberglass pool sales, with increased potential for further growth and margin expansion.

Packaged Pools

We believe that we are also the leader by volume in the custom vinyl pool product category of the North American residential in-ground swimming pool market.

We believe that we are the largest manufacturer of custom vinyl pools in the North American residential in-ground swimming pool market.

Our leadership has been driven by our high-quality product offering, which is fully customizable and allows homeowners to choose from a wide range of colors and features (built-in sun ledges, benches, entry systems, and spillover spas), as well as our best-in-class national distribution network.

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The wall system for our custom vinyl pools is built of either non-corrosive steel or composite polymer, which provides our dealers with ease of installation.

In November 2021, Latham expanded our product offering and entered the vinyl-lined, aluminum-walled in-ground pool category with our purchase of Radiant Pools.

Radiant Pools uses patented technology, derived from aerospace engineering, to make structurally insulated aluminum wall panels, which makes its products a durable and aesthetically pleasing option for homeowners.

These pools can be built completely in-ground, semi-in-ground or above ground.

Vinyl-lined, aluminum-walled pools are generally more affordable than other in-ground pools, and they offer homeowners a cost efficient way to enjoy the ultimate backyard experience.

We believe we are the #1 replacement liner manufacturer in the North American residential in-ground swimming pool market, serving a market with large, non-discretionary replacement demand.

We believe we are the largest replacement liner manufacturer in the North American residential in-ground swimming pool market, serving a market with large, non-discretionary replacement demand.

Vinyl liners are a required component for the interior surface of a vinyl pool and our liners are highly customizable in shape, size, color, and pattern.

Vinyl liners typically need to be replaced every eight to ten years.

We believe replacement vinyl liners provide us with a significant avenue to stable recurring revenue.

Replacement vinyl liners provide us with a significant source of stable recurring revenue.

There are two types of covers in the pool market, automatic safety covers and all-season pool covers.

Automatic safety covers operate with a switch and are used in the pool season to cover the pool after a refreshing swim.

All-season pool covers generally go on after the swimming season.

Automatic safety covers are used in the pool season to cover and secure the pool after a refreshing swim.

All-season pool covers are generally used after the swimming season.

They protect the pool and its immediate surroundings from debris and weather, and they also provide safety for homeowners and their guests.

Automatic Safety Covers

We believe that Latham holds the top position in the category for automatic safety covers in North America.

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Additionally, more and more pool owners are buying covers as local building codes push for safer pools.

We also offer the most complete automatic safety cover portfolio when compared to our competitors, since our products range in mix from affordable luxury options to premium covers.

Additionally, our automatic safety covers are compatible with fiberglass, vinyl, and concrete pools of almost any shape and size, driving homeowner preference for the CoverStar TM brand.

We also offer the most complete automatic safety cover portfolio when compared to our competitors, since our products range from affordable luxury options to premium covers.

Additionally, our automatic safety covers are compatible with fiberglass, vinyl, and concrete pools of almost any shape, size and brand, driving homeowner preference for our CoverStar TM brand.

All-Season Pool Covers

We believe we are the leader in the category for all-season pool covers by volume in North America.

Our winterizing mesh and solid covers are used during the off-season, reducing maintenance requirements for our homeowners.

While these covers extend the lives of our homeowners’ pools, they typically need to be replaced every eight to ten years, providing us with significant replacement demand.

Since our covers can be used for any pool, regardless of materials, shape, or size, we are able to replace covers for both our legacy homeowners and homeowners previously served by smaller, regional players.

In 2019, we unified our corporate branding and consolidated legacy in-ground swimming pool brands in North America under one banner, Latham.

We relaunched our website under the Latham brand in February 2020 and streamlined our go-to-market approach by making the Latham brand the center of our strategy.

This enabled us to increase our brand awareness with homeowners and to create the only consumer focused brand in the category.

While these covers extend the lives of our homeowners’ pools, they typically need to be replaced every eight to ten years, providing us with replacement revenue.

In North America, we operate under one banner, Latham, the Pool Company.

Our literature for dealers, marketing materials, our website, social media, advertising and promotion and our co-branding of dealer premises each reflect the Latham branding.

Our sub-brands, which sit under the Latham master brand, include Narellan TM , CoverStar TM , and GLI, among others.

Our sub-brands, which sit under the Latham master brand, include Narellan TM , CoverStar, Radiant, and GLI, among others.

Our products are sold through both one-step and two-step business-to-business distribution channels.

In our one-step distribution channel, which we exclusively use to sell our fiberglass pools, we sell our products directly to dealers who, in turn, sell our products to homeowners.

Latham provides the delivery service for our dealers, shipping direct from our factories to the consumers’ backyard.

In our two-step distribution channel, we sell our products to distributors who warehouse our products and sell them to dealers, who ultimately sell our products to homeowners.

In order to strengthen our relationship with our loyal dealer partners, we have implemented our “Latham Grand” dealer program, whereby we have secured exclusivity with over 250 of our largest dealers in North America.

In order to strengthen our relationship with our most loyal dealer partners, we have implemented our “Latham Grand” dealer program, whereby we have secured exclusivity with over 300 of our largest dealers in North America.

Included in this dealer population is the largest franchised dealer network in the United States, Premier Pools & Spas.

We also have a strong distribution network with over 475 distributor branch locations that represent our products.

Through our significant investment in partnerships with dealers and distributors and our consumer-oriented marketing efforts, we have created both a “push and pull” dynamic for our products in the marketplace.

Our Latham Grand dealers, like all of our dealers, are our customers and not our agents.

Through our significant investment in partnerships with dealers and distributors and our consumer-oriented marketing efforts, we have created a “push and pull” dynamic for our products in the marketplace.

Our agreements with our Latham Grand dealers provide for various benefits to the dealers, such as early access to customer leads, access to in-store advertising and exterior branding, basic and advanced installation training sessions, a dedicated and customized website landing page, technical support, early access to new models, and other sales support.

Latham Grand dealers agree to use us as their exclusive provider of fiberglass pools.

Latham Grand dealers also agree, among other things, to receive fiberglass training and to meet annual targets for fiberglass pool installations.

Each Latham Grand dealer agrees to operate only in specified territories, and we agree to reasonably consider impacts on the dealer’s market opportunities prior to appointing additional dealers in the same territory.

Our agreements with our Latham Grand dealers are generally perpetual and terminable at will by both parties.

Latham Grand dealers also agree, among other things, to receive fiberglass training and provide the highest level of customer satisfaction for installation.

Each Latham Grand dealer operates in specified territories, and our agreements with our Latham Grand dealers are generally perpetual and terminable at will by both parties.

Our exclusive supply agreement with Premier Pools & Spas governs the sales of certain of our products to Premier Pools & Spas franchisees.

We agree to provide training support, marketing materials and, upon prior written request, on-site field support with respect to the first installation of a product by any franchisee of Premier Pools & Spas.

We also agree to provide certain franchisees with an annual allowance for use in marketing activities and marketing co-op funds, subject to certain conditions, and to provide rebates as a percentage of sales to Premier Pools & Spas.

We also agree to provide rebates as a percentage of sales to Premier Pools & Spas.

We have long-term relationships with both our dealers and distributors.

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We are a global manufacturer based in the United States, delivering quality products with a competitive cost position.

Our manufacturing processes require significant capital investment, footprint, expertise, and time to develop.

We have continuously invested the capital necessary to expand our manufacturing capacity and to improve our manufacturing processes.

We will have sufficient capacity to support our near term growth once we have completed our

current multi-year capital plan to invest in our facilities, technologies, and systems.

Our manufacturing processes require significant capital investment and expertise.

We have continuously invested to expand our manufacturing capacity and to improve our manufacturing processes for efficiency and consistency.

We have sufficient capacity and capability to support our growth targets over the next several years.

We are in the middle of our digital transformation effort to upgrade all of our technology and enterprise resource planning systems.

We use our own fleet of trucks and drivers, as well as third-party common carriers to ship our finished products.

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The manufacture of fiberglass pools requires highly specialized equipment and a technically skilled workforce.

We manufacture fiberglass pools by applying the various layers of materials onto a mold, ending with the fiberglass finish that gives these pools their name.

We have a broad and diverse mold portfolio designed to meet customer needs.

We manufacture fiberglass pools by applying various layers of materials onto a mold, ending with the fiberglass finish that gives these pools their name.

We have the largest mold portfolio in the industry, designed to meet customer needs.

We use an eight-layer building process to provide an industry-leading thickness and durability formula for our fiberglass pools.

We also use finite element analysis, which is a computerized method for predicting how a product reacts to real-world forces, vibration, heat, fluid flow, and other physical effects.

This allows us to model the fiberglass pools that we build to minimize the risk that there are any structural weak points in the design(s).

We use finite element analysis, which is a computerized method for predicting how a product reacts to real-world forces, vibration, heat, fluid flow, and other physical effects.

This allows us to model the fiberglass pools that

we build to minimize the risk of any structural weak points in the designs.

Our use of a flow controlled material delivery system allows us to ensure that we are applying the appropriate mixture of resin and material, and to align the mixture to the temperature and humidity of the local environment of our production plant.

In addition to the technical know-how and equipment, the manufacturing of fiberglass pools requires local and state air permits in each of our manufacturing plants.

We have existing air permits to accommodate our current fiberglass manufacturing capacity, and we work with local, state, and federal agencies to increase capacity limits as needed.

Our coast-to-coast network of facilities provides, on average, lower transportation costs and shorter lead times compared to smaller, regional manufacturers in our sector.

Over-highway transportation costs of fiberglass pools become increasingly expensive beyond a 400-500 mile radius, a cost that is typically passed to the homeowner.

In addition, Latham has our own fleet of delivery vehicles and drivers, who complement our third party distributor partners and provide us with greater surety of timely delivering during the peak building season.

Our coast-to-coast network of facilities allows us to be within close proximity of our customers with shorter lead times and lower transportation costs.

This is a key competitive advantage as transportation costs of fiberglass pools become increasingly expensive with longer shipping distances.

We have our own fleet of delivery vehicles and drivers, who complement our third party distributor partners and ensure timely delivery during the peak building season.

Once our fiberglass pools are delivered to their destination, our dealers provide quality installation and support to homeowners.

The manufacture of our custom vinyl pools requires different techniques based on the product type.

For our polymer wall vinyl pools, we have a facility that produces all of our polymer panels on structural foam equipment, which requires unique and specialized molds for each panel, as well as a system to inject the resin into the molds.

For our polymer wall vinyl pools, we have a facility that produces all of our polymer panels on structural foam equipment, which require unique and specialized molds for each panel, as well as a system to inject the resin into the molds.

Our highly-engineered plastic molding machines provide us the leading edge capability to mold high-quality structural panels in customized, proprietary shapes.

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We manufacture a complete line of both sonically and heat welded vinyl pool liners for both above and in-ground swimming pool applications, with what we believe is the most technologically advanced processing of vinyl sonic welding in the industry.

We have installed specialized machines across our liner and cover facilities in North America, which has allowed us to gain a significant advantage over the competition.

Our Ultra-Seam TM technology provides an industry-leading capability to address seam tear or separation.

We have production capacity to support custom liners at or better than the industry standard delivery window, from design to shipment.

Our Ultra-Seam TM technology provides an industry-leading capability to reduce seam tear or separation.

We have production capacity to support custom liners with a three-day delivery promise from design to shipment, better than the industry standard delivery window.

Our automatic safety cover manufacturing facilities cut, sew, and assemble highly engineered motorized safety covers in a build-to-order model at or better than the industry standard delivery window, from design to shipment.

automatic safety cover business leverages our capabilities around machining, cut/sew, sonic welding, and assembly operations to provide a recessed/concealed covering application for in-ground swimming pool cover products.

Our automatic safety cover business leverages our capabilities around machining, cut/sew, sonic welding, and assembly operations to provide a recessed/concealed covering application for in-ground swimming pool cover products.

Our traveling heat welding machine provides an industry-leading seam for durability and finish.

Our processing equipment offers tight tolerance and flexible manufacturing with compressed lead times across the various laser cutters, bending, assembly, and test equipment.

Our all-season covers are manufactured on the same equipment as our liners.

Raw Materials and Suppliers

We utilize a centralized sourcing model that includes a dedicated team of procurement professionals so that we can coordinate and leverage our purchases across a diverse supplier base.

Our centralized sourcing model focuses on achieving competitive costs and ensuring supply availability.

The manufacturing facilities coordinate all material deliveries with respect to volume and timing to ensure proper alignment between consumption and working capital programs.

In 2023, we purchased supplies from 267 suppliers, with 65% of supplies being purchased from our top ten suppliers and 16% of supplies being purchased from our largest supplier.

The primary raw materials used in our products are PVC, galvanized steel, fiberglass, aluminum, various resins, high impact polystyrene, gelcoat and polypropylene fabric.

Our supply agreements with key suppliers are typically

negotiated on an annual basis.

The cost of the raw materials used in our manufacturing processes has historically varied and has been affected by changes in supply and demand.

We have minimal fixed-price contracts with our major vendors.

Occasionally, based on market conditions, we utilize hedges to control our raw material costs.

Prices for spot market purchases are negotiated on a continuous basis in line or better than current market prices.

Other than occasional strategic purchases of larger quantities of certain raw materials, we generally buy materials on an as-needed basis.

Changes in prices of our raw materials have a direct impact on our cost of sales.

We strive to maintain strong and collaborative relationships with our suppliers and believe that the sources for these inputs are well-established, generally available on world markets, and in sufficient quantity.

We do not undertake defined purchase agreements requiring fixed commitments or “take or pay” requirements with our suppliers.

If one or more suppliers were unable to satisfy our requirements for particular raw materials, we believe alternative sources of supply would be available, although we could experience a disruption to our operations as alternative suppliers are identified and qualified and new supply arrangements are entered into.

See “Risk Factors — Risks Related to Our Operations and Industry — We depend on a global network of third-party suppliers to provide components and raw materials essential to the manufacturing of our pools and price increases or deviations in the quantity or quality of the raw materials used to manufacture our products could adversely affect our net sales and operating results” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Performance— Cost and Availability of Materials.”

Sales and Marketing

Traditionally we have relied heavily on a business-to-business model built on strong partnerships with our dealers and distributors to generate awareness of our products.

In parallel with our 2020 rebranding, we pivoted to a “direct-to-homeowner” digital and social marketing strategy that puts the consumer at the center of our marketing efforts.

We focus on a “direct-to-homeowner” digital and social marketing strategy that puts the consumer at the center of our marketing efforts.

Latham’s unique “direct-to-homeowner” marketing strategy is driving a greater understanding of the benefits of owning a pool, specifically a fiberglass pool, and generating significant consumer demand.

We have made meaningful, ongoing investments to position Latham as the brand of choice for the homeowner.

Our continued investment in innovation, product quality, and consumer engagement has been a key driver of our sales growth.

We are increasingly responsible for our own lead generation, including via our online platform, mobile app, and consumer hotline.

This allows us to provide higher quality, purchase-ready leads to our dealer partners.

Our continued investment in consumer engagement has been a key driver of our historical sales growth.

We are generating our own leads, including via our online platform, mobile app, and consumer hotline.

This allows us to provide high quality, purchase-ready leads to our dealer partners.

Our new digital platform engages the consumer early in the pool buying process and facilitates the buying journey from inspiration and design to a Latham pool purchase.

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In addition, our Latham Augmented Reality Pool Visualizer app provides the technology for homeowners to visualize a Latham pool in their own backyard.

The interactive nature allows homeowners to compare a variety of pool types and shapes and, when ready, directly contact a dealer without leaving the app.

The interactive nature allows homeowners to compare a variety of pool types and shapes and, when ready, directly contact a dealer without leaving the Latham app.

We maintain a sales organization throughout North America, Australia, and New Zealand that works with dealers and distributors and focuses on increased penetration, dealer growth, and dealer share of wallet.

An example of this was the 2020 launch of Latham Grand, a valued-added program that drives dealers toward a 100% exclusive relationship with Latham.

Once Latham Grand dealers become exclusive, we invest in them through localized marketing spend, co-branding opportunities, tailored offerings, and priority lead generation.

We also provide our dealers with enhanced product literature, in-store display samples, and other initiatives to drive sales.

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Our improved digital marketing engine has the ability to strategically target market spend and to generate leads in territories where dealers have capacity, in under-penetrated markets, and in the largest in-ground swimming pool markets.

Through focused demonstrations, education, product training, and other sales support efforts, we are raising the level of professionalism of our dealers to help facilitate higher lead conversion rates and quality installations, thereby driving the consumer demand.

We established “Latham University” in Zephyrhills, Florida, where we provide both start-up training and education on fiberglass pool advantages and best practice, sales training, and advanced pool installation to our dealers.

Through focused demonstrations, education, product training, and other sales support efforts, we are helping our dealers to increase lead conversion rates and quality installations, thereby driving the consumer demand.

We established “Latham University” in Zephyrhills, Florida, where we provide both start-up training and education on fiberglass pool advantages and best practices, sales training, and advanced pool installation to our dealers.

Additionally, we provide on-site installation assistance to our new dealer partners on their initial fiberglass pool installation.

We recently announced the launch of Measure by Latham ("Measure"), a proprietary advanced AI-powered device that dramatically reduces dealer time and error in measuring swimming pool vinyl liners and safety covers.

Measure is an end-to-end solution that will provide dealers with a simple, cost-effective user experience, high-performance measuring accuracy, and a modernized ordering process.

In early 2023, we launched Measure by Latham ("Measure"), a proprietary advanced AI-powered device that dramatically reduces dealer time and error in measuring swimming pool safety covers.

Measure is an end-to-end solution that

provides dealers with a simple, cost-effective user experience, high-performance measuring accuracy, and a modernized ordering process.

In the future, we will add the capability to measure vinyl liners.

Demand for our products is also affected by the level of interest rates and the availability of credit, consumer confidence and spending, housing affordability, demographic trends, employment levels, and other macroeconomic factors that may influence the extent to which consumers engage in renovations to their backyard, including pool installation projects to enhance the outdoor living spaces of their homes.

To facilitate the decision to buy, we offer warranties for our products.

In addition, to assist consumers in financing their pool purchase, we connect them to specialist pool financing providers with which we partner.

Raw Materials and Suppliers

We utilize a centralized sourcing model that includes a dedicated team of procurement professionals so that we can coordinate and leverage our purchases across a diverse supplier base.

Our centralized sourcing model complements our growth to achieve competitive costs and to ensure supply availability.

The manufacturing facilities coordinate all material deliveries with respect to volume and timing to ensure proper alignment between consumption and working capital programs.

In 2022, we purchased supplies from over 275 suppliers, with 63% of supplies being purchased from our top ten suppliers and 17% of supplies being purchased from our largest supplier.

The primary raw materials used in our products are PVC, galvanized steel, fiberglass, aluminum, Kevlar fiber, carbon fiber, various resins, gelcoat, polypropylene fabric, ceramics, and roving.

Our supply agreements with key suppliers are typically negotiated on an annual basis.

The cost of the raw materials used in our manufacturing processes has historically varied and has been affected by changes in supply and demand.

We have minimal fixed-price contracts with our major vendors.

We have not entered into hedges of our raw material costs at this time, but we may choose to enter into such hedges in the future.

Prices for spot market purchases are negotiated on a continuous basis in line with current market prices.

Other than occasional strategic purchases of larger quantities of certain raw materials, we generally buy materials on an as-needed basis.

Changes in prices of our raw materials have a direct impact on our cost of sales.

We do not undertake defined purchase agreements requiring fixed commitments or “take or pay” requirements with our suppliers.

We are the leader in the North American in-ground residential swimming pool market, holding the #1 position by volume in each of our product categories.

We also operate in New Zealand and Australia, where we hold the #1 position by volume in the fiberglass pools category in both Australia and New Zealand, according to management estimates.

We hold the leading position by volume in each of our product categories.

We also operate in New Zealand and Australia, where we hold the leading position by volume in the fiberglass pools category.

We compete with regional and local manufacturers on the basis of a number of considerations, including brand recognition and loyalty, quality, performance, product characteristics, marketing, product development, sales and distribution, and price.

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Concrete pools are highly customizable when compared to fiberglass pools (which use a pre-manufactured shell), but they require frequent and more costly maintenance than fiberglass.

In contrast to concrete pools, fiberglass pools are subject to shipping limitations and, as a result, their width cannot exceed certain size.

Based on our knowledge of our dealers, we believe it takes approximately three months to install a concrete pool.

Based on our knowledge of our dealers, we believe it takes approximately three months to install a concrete pool compared to two to three days for fiberglass.

We do not participate in the concrete pool market other than to provide automatic safety covers and all-season covers for concrete pools.

We believe that the shift in material from concrete to fiberglass that the North American in-ground swimming pool industry is undergoing will favor our products.

We believe that the shift in material from concrete to fiberglass that the North American in-ground swimming pool industry is undergoing will favor our business.

See “Risk Factors—Risks Related to Our Operations and Industry—We face competition both from within our industry and from other outdoor living products and if we are not able to compete effectively, our prospects for future success will be jeopardized.” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Performance—Volume of Products Sold.”

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Calendar years having severe weather also play a role in affecting sales growth, as particularly rainy or cold years tend to slow the volume of sales, including as a result of complicating conditions for pool installations.

These scenarios are partially mitigated by our geographic diversity, both across the United States and through international markets.

See “Risk Factors — Risks Related to Our Operations and Industry — Adverse weather conditions could negatively impact our sales, as well as result in significant variability of sales in reporting periods.”

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We rely on trademark and service mark protection to protect our brands, and we have registered or applied to register many of these trademarks and service marks.

In particular, we believe the Latham brand is significant to the success of our business.

We also rely on a combination of unpatented proprietary know-how and trade secrets, and to a lesser extent, patents to preserve our position in the market.

We have patented a number of our innovative designs, technologies and processes.

We also rely on a combination of unpatented proprietary know-how and trade secrets.

As we develop technologies and processes that we believe are innovative, we assess the patentability of new intellectual property.

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As of December 31, 2023, we had 1,760 full-time employees, of whom 150 were based outside of North America.

Our workforce is not unionized.

We believe we have good relations with our employees.

Our reputation for exceptional quality relies on having exceptional people, so we ensure that our team is rewarded, engaged, and developed to build fulﬁlling careers.

Our reputation for exceptional products, services and quality relies on having exceptional people, so we ensure that our team is rewarded, engaged, and developed to build fulﬁlling careers.

We provide competitive employee wages that are appropriate to employee positions, skill levels, experience, knowledge, and geographic location, and we provide additional rewards including incentive plans, bonus plans, and achievement awards.

We benchmark our beneﬁts plan annually to ensure our employee value proposition remains competitive and attractive to new talent.

We benchmark our compensation and beneﬁts plan regularly to ensure our employee value proposition remains competitive and attractive to new talent.

The health and safety of our people is a primary concern for us, so we have implemented a comprehensive health and safety program to manage workplace safety hazards and to protect employees.

We provide regular training and competency development to verify and ensure compliance with health and safety procedures and regulations.

In the post-pandemic world, we continue to drive community health safety guidelines and best practices for employee wellness gained from our COVID-19 experience.

Diversity, Equity, and Inclusion

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Our health and safety policies and practices include an employee training and competency development program to train, verify, and encourage compliance with health and safety procedures and regulations annually.

monitor our total recordable incident rate monthly and review workplace injury and claims trends with our carriers monthly to identify areas of focus and opportunities for implementing new programs to protect our employees.

We monitor our total recordable incident rate monthly and review workplace injury and claims trends with our carriers monthly to identify areas of focus and opportunities for implementing new programs to protect our employees.

Acquisitions and Partnerships

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and the purchase of Narellan, a manufacturer of fiberglass pools in Australia and New Zealand in May 2019.

We also made a strategic investment in October 2020 by acquiring a 28% interest in Premier Pools & Spas, a pool builder focusing on in-ground swimming pools (which was reduced in connection with a partial sale to 20.1% on August 6, 2021).

On December 17, 2021, Premier Pools & Spas issued additional non-voting common units.

Our ownership interest in Premier Pools & Spas after the issuance of additional non-voting common units is 18.2% while our voting interest remains 20.1%.

We also made a strategic investment in October 2020 by acquiring a minority interest in Premier Pools & Spas, a pool builder focusing on in-ground swimming pools.

We anticipate that we will continue to look to grow our portfolio of outdoor living products through further acquisitions.

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In launching our formal ESG program in 2021, we worked with independent consultants to assess our ESG performance, benchmark our efforts against our competitors, and establish a comprehensive strategy to manage ESG risks and opportunities effectively.

Our management team develops ESG strategy and related goals and policies through an ESG working group, and our ESG program is overseen by our Board of Directors’ Nominating and Corporate Governance Committee.

Management has established an ESG working group that is a cross-functional team managing the day-to-day implementation of company initiatives and driving accountability for ESG performance.

The working group is focused on measuring our progress in each of the key ESG areas relevant to our business, including environmental, health, and safety;

diversity, equity, and inclusion;

sustainable products and supply chains;

and corporate governance.

Our Board views oversight and effective management of ESG related risks and opportunities as essential to the Company’s ability to execute its strategy and achieve long-term sustainable growth.

Our management team develops ESG strategy and related goals and policies through an ESG working group, and our ESG program is overseen by our Nominating and Corporate Governance Committee.

Our Nominating and Corporate Governance Committee and ESG working group are involved in policy planning and the coordination of corporate-wide ESG efforts.

The working group is a cross-functional team managing the day-to-day implementation of company initiatives and accountability for performance.

Our Nominating and Corporate Governance Committee reviews the Company’s progress towards the achievement of its ESG strategy and goals on a periodic basis.

We published our inaugural ESG report in the second quarter of 2022, which included information regarding our first materiality assessment undertaken by an independent third party.

We published our 2022 ESG report in the

fourth quarter of 2023, which highlighted our progress in each of our priority areas.

We intend to publish an annual ESG report to update our stakeholders on our ongoing journey.

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We employ an environmental, health, and safety team that is responsible for managing, auditing, and executing unified, companywide safety and compliance programs, as well as working directly with site leadership and associates on safety awareness, reports, and preventative measures.

Web Sites and Additional Information

Securities and Exchange Commission (“SEC”) maintains an Internet web site at www.sec.gov that contains reports, proxy statements, and other information regarding our Company.

In addition, we maintain an Investor Relations web site at https://ir.lathampool.com/.

We make available through our web site our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after we electronically file with or furnish such material to the SEC.

We do not charge any fees to view, print, or access these reports on our web site.

The contents of our web site or any other web site referenced are not a part of this report.

Websites and Additional Information

Securities and Exchange Commission (“SEC”) maintains an Internet website at www.sec.gov that contains reports, proxy statements, and other information regarding our Company.

In addition, we maintain an Investor Relations website at https://ir.lathampool.com/.

We make available through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after we electronically file with or furnish such material to the SEC.

We do not charge any fees to view, print, or access these reports on our website.

The contents of our website or any other website referenced are not a part of this report.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Annual Report on Form 10-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

All statements contained in this report other than statements of historical fact may constitute forward-looking statements, including statements regarding our future operating results and financial position, our business strategy and plans, business and market trends, our objectives for future operations, macroeconomic and geopolitical conditions, and the sufficiency of our cash balances, working capital and cash generated from operating, investing, and financing activities for our future liquidity and capital resource needs.

“plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology.

These statements involve known and unknown risks, uncertainties, assumptions and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including those set forth under the section of this Annual Report on Form 10-K titled “Risk Factors,” "Management's Discussion and Analysis of Financial Condition and Results of Operations"

and elsewhere in this Annual Report on Form 10-K, or as described on other subsequent reports we file or furnish with the SEC.

All statements contained in this report other than statements of historical fact may constitute forward-looking statements, including statements regarding our future operating results and financial position, our business strategy and plans, business and market trends, our objectives for future operations, macroeconomic and geopolitical conditions, the implementation of our cost reduction plans and expected benefits, and the sufficiency of our cash balances, working capital and cash generated from operating, investing, and financing activities for our future liquidity and capital resource needs.

These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “confident,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology.

We encourage you to read this report and our other filings with the SEC carefully.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business