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United States securities and exchange commission logo
April 12, 2021
Scott Rajeski
Chief Executive Officer
Latham Group, Inc.
787 Watervliet Shaker Road
Latham, New York 12110
Re: Latham Group, Inc.
Registration
Statement on Form S-1
Filed March 31,
2021
File No. 333-254930
Dear Mr. Rajeski:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1, filed March 31, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures
Adjusted EBITDA, Acquisition Adjusted EBITDA and Adjusted EBITDA Margin,
page 64
1. We note that your
Acquisition Adjusted EBITDA adjustments were determined using the
principles of the
guidance of Article 11 of Regulation S-X, as amended by the Securities
and Exchange Commission
Release No. 33-10786. Please address the following:
Revise to rename
this non-GAAP measure to one that more clearly explains the
nature of this
non-GAAP measure, such as "pro forma adjusted EBITDA."
Disclose, if
true, that this measure has been calculated in accordance with US GAAP
and Article 11 of
Regulation SX.
Scott Rajeski
Latham Group, Inc.
April 12, 2021
Page 2
Disclose a separate reconciliation that reconciles from the
most comparable GAAP
measure to your pro forma non-GAAP measure.
Provide the disclosures required by Item 10(e)(1)(C) regarding
why management
believes this non-GAAP financial measure provides useful
information to investors.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at
202-551-3723 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Asia Timmons-Pierce at 202-551-3754 or Jay Ingram at 202-551-3397 with
any other
questions.
FirstName LastNameScott Rajeski Sincerely,
Comapany NameLatham Group, Inc.
Division of
Corporation Finance
April 12, 2021 Page 2 Office of
Manufacturing
FirstName LastName