SEC Comment Letter 0000000000-24-001196 to Leslie's, Inc. (LESL) (CIK 0001821806) (LESL)
Leslie's, Inc. (LESL) (CIK 0001821806)
Date: Jan. 31, 2024 · CIK: 0001821806 · Accession: 0000000000-24-001196
AI Filing Summary & Sentiment
File numbers found in text: 001-39667
Letter
United States securities and exchange commission logo January 31, 2024 Scott Bowman Chief Financial Officer Leslie's, Inc. 2005 East Indian School Road Phoenix, AZ 85016 Re:Leslie's, Inc. Form 10-K for the Fiscal Year Ended September 30, 2023 Filed November 29, 2023 File No. 001-39667 Dear Scott Bowman: We have reviewed your filing and have the following comment(s). Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Fiscal Year Ended September 30, 2023 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 35 1.You present non-GAAP adjustments to exclude the executive transition costs associated with corporate restructuring and consulting costs related to strategic projects from your Adjusted EBITDA and Adjusted net income calculations. Please clarify the nature of your corporate restructuring activities and strategic projects. Please tell us your consideration of Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations in determining the appropriateness of these non-GAAP adjustments. In regard to the restructuring costs, please tell us your consideration for disclosing the information referenced in ASC 420-10-50-1 and SAB Topic 5.P.4. Comparison of Fiscal 2023 and 2022, page 37 2.Where you describe two or more factors that contributed to a material change in a financial statement line item between periods, please quantify the incremental impact of each factor identified. For example, please quantify the impact that the adjustments
FirstName LastNameScott Bowman Comapany NameLeslie's, Inc. January 31, 2024 Page 2 FirstName LastName Scott Bowman Leslie's, Inc. January 31, 2024 Page 2 associated with year-end physical inventory results, occupancy deleverage associated with the decrease in comparable sales, and other items listed in your narrative had on gross margin. Refer to Item 303 of Regulation S-K and SEC Release No. 33-8350. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Blaise Rhodes at 202-551-3774 or Suying Li at 202-551-3335 if you have questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
January 31, 2024
Scott Bowman
Chief Financial Officer
Leslie's, Inc.
2005 East Indian School Road
Phoenix, AZ 85016
Re:Leslie's, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2023
Filed November 29, 2023
File No. 001-39667
Dear Scott Bowman:
We have reviewed your filing and have the following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 35
1.You present non-GAAP adjustments to exclude the executive transition costs associated
with corporate restructuring and consulting costs related to strategic projects from your
Adjusted EBITDA and Adjusted net income calculations. Please clarify the nature of your
corporate restructuring activities and strategic projects. Please tell us your consideration of
Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations in determining the appropriateness of these non-GAAP adjustments. In
regard to the restructuring costs, please tell us your consideration for disclosing the
information referenced in ASC 420-10-50-1 and SAB Topic 5.P.4.
Comparison of Fiscal 2023 and 2022, page 37
2.Where you describe two or more factors that contributed to a material change in a
financial statement line item between periods, please quantify the incremental impact of
each factor identified. For example, please quantify the impact that the adjustments
FirstName LastNameScott Bowman
Comapany NameLeslie's, Inc.
January 31, 2024 Page 2
FirstName LastName
Scott Bowman
Leslie's, Inc.
January 31, 2024
Page 2
associated with year-end physical inventory results, occupancy deleverage associated with
the decrease in comparable sales, and other items listed in your narrative had on gross
margin. Refer to Item 303 of Regulation S-K and SEC Release No. 33-8350.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Blaise Rhodes at 202-551-3774 or Suying Li at 202-551-3335 if you have
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services