Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Entity File Number | 001-40358 | |
Entity Registrant Name | LATHAM GROUP, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-2797583 | |
Entity Address State Or Province | NY | |
Entity Address, Address Line One | 787 Watervliet Shaker Road | |
Entity Address, City or Town | Latham | |
Entity Address, Postal Zip Code | 12110 | |
City Area Code | 800 | |
Local Phone Number | 833-3800 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | SWIM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 114,755,945 | |
Entity Central Index Key | 0001833197 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 78,113 | $ 32,626 |
Trade receivables, net | 72,413 | 48,847 |
Inventories, net | 103,224 | 165,220 |
Income tax receivable | 3,855 | 2,316 |
Prepaid expenses and other current assets | 5,973 | 5,998 |
Total current assets | 263,578 | 255,007 |
Property and equipment, net | 110,331 | 98,184 |
Equity method investment | 25,234 | 25,095 |
Deferred tax assets | 7,867 | 7,762 |
Operating lease right-of-use assets | 31,934 | 38,308 |
Goodwill | 130,875 | 131,383 |
Intangible assets, net | 288,749 | 309,215 |
Other assets | 6,917 | 4,729 |
Total assets | 865,485 | 869,683 |
Current liabilities: | ||
Current maturities of long-term debt | 3,250 | 3,250 |
Current operating lease liabilities | 6,895 | 6,923 |
Accrued expenses and other current liabilities | 49,398 | 50,885 |
Total current liabilities | 86,941 | 86,865 |
Long-term debt, net of discount, debt issuance costs, and current portion | 298,371 | 309,631 |
Deferred income tax liabilities, net | 50,181 | 50,181 |
Liability for uncertain tax positions | 7,503 | 7,123 |
Non-current operating lease liabilities | 26,121 | 32,391 |
Other long-term liabilities | 3,671 | 702 |
Total liabilities | 472,788 | 486,893 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 100,000,000 shares authorized as of both September 30, 2023 and December 31, 2022; no shares issued and outstanding as of both September 30, 2023 and December 31, 2022 | ||
Common stock, $0.0001 par value; 900,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 114,755,945 and 114,667,975 shares issued and outstanding, as of September 30, 2023 and December 31, 2022, respectively | 11 | 11 |
Additional paid-in capital | 455,767 | 440,880 |
Accumulated deficit | (57,068) | (54,568) |
Accumulated other comprehensive loss | (6,013) | (3,533) |
Total stockholders' equity | 392,697 | 382,790 |
Total liabilities and stockholders' equity | 865,485 | 869,683 |
Related Party | ||
Current liabilities: | ||
Accounts payable | 8 | 358 |
Nonrelated Party | ||
Current liabilities: | ||
Accounts payable | $ 27,390 | $ 25,449 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Balance Sheets (unaudited) | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 114,755,945 | 114,667,975 |
Common stock, shares outstanding | 114,755,945 | 114,667,975 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Condensed Consolidated Statements of Operations (unaudited) | ||||
Net sales | $ 160,778 | $ 189,398 | $ 475,625 | $ 587,812 |
Cost of sales | 112,633 | 130,521 | 343,877 | 390,674 |
Gross profit | 48,145 | 58,877 | 131,748 | 197,138 |
Selling, general, and administrative expense | 23,431 | 26,749 | 86,697 | 113,778 |
Underwriting fees related to offering of common stock | 11,437 | |||
Amortization | 6,635 | 7,156 | 19,902 | 21,504 |
Income from operations | 18,079 | 24,972 | 25,149 | 50,419 |
Other expense: | ||||
Interest expense, net | 5,980 | 4,264 | 21,270 | 9,193 |
Loss on extinguishment of debt | 3,465 | |||
Other expense, net | 1,031 | 1,052 | 205 | 1,614 |
Total other expense, net | 7,011 | 5,316 | 21,475 | 14,272 |
Earnings from equity method investment | 1,771 | 1,329 | 2,468 | 2,591 |
Income before income taxes | 12,839 | 20,985 | 6,142 | 38,738 |
Income tax expense | 6,686 | 9,109 | 8,642 | 25,399 |
Net income (loss) | $ 6,153 | $ 11,876 | $ (2,500) | $ 13,339 |
Net income (loss) per share attributable to common stockholders: | ||||
Basic | $ 0.05 | $ 0.10 | $ (0.02) | $ 0.12 |
Diluted | $ 0.05 | $ 0.10 | $ (0.02) | $ 0.12 |
Weighted-average common shares outstanding - basic and diluted | ||||
Basic | 113,538,533 | 113,171,655 | 112,629,851 | 113,521,425 |
Diluted | 114,656,761 | 113,202,846 | 112,629,851 | 114,867,164 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) | ||||
Net Income (Loss) | $ 6,153 | $ 11,876 | $ (2,500) | $ 13,339 |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation adjustments | (2,007) | (2,813) | (2,480) | (5,510) |
Total other comprehensive loss, net of tax | (2,007) | (2,813) | (2,480) | (5,510) |
Comprehensive income (loss) | $ 4,146 | $ 9,063 | $ (4,980) | $ 7,829 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (unaudited) - USD ($) $ in Thousands | Common Stock Repurchase Program | Common Stock | Additional Paid-in Capital Repurchase Program | Additional Paid-in Capital | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Cumulative Effect, Period of Adoption, Adjustment | Repurchase Program | Total |
Balance, beginning of period at Dec. 31, 2021 | $ 12 | $ 401,846 | $ (48,583) | $ 370 | $ 353,645 | |||||
Balance, beginning of period (in shares) at Dec. 31, 2021 | 119,445,611 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net Income (Loss) | (2,840) | (2,840) | ||||||||
Foreign currency translation adjustments | 1,220 | 1,220 | ||||||||
Sale of common stock | $ 1 | 269,099 | 269,100 | |||||||
Sale of common stock (in shares) | 13,800,000 | |||||||||
Repurchase and retirement of common stock | $ (1) | (257,662) | (257,663) | |||||||
Repurchase and retirement of common stock (in shares) | (13,800,244) | |||||||||
Retirement of restricted stock (in shares) | 53,961 | |||||||||
Issuance of common stock upon release of restricted stock units (in shares) | 78,341 | |||||||||
Stock-based compensation expense | 16,925 | 16,925 | ||||||||
Balance, end of period at Apr. 02, 2022 | $ 12 | 430,208 | $ (291) | (51,714) | 1,590 | $ (291) | 380,096 | |||
Balance, end of period (in shares) at Apr. 02, 2022 | 119,469,747 | |||||||||
Balance, beginning of period at Dec. 31, 2021 | $ 12 | 401,846 | (48,583) | 370 | 353,645 | |||||
Balance, beginning of period (in shares) at Dec. 31, 2021 | 119,445,611 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net Income (Loss) | 13,339 | |||||||||
Balance, end of period at Oct. 01, 2022 | $ 12 | 438,698 | (35,535) | (5,140) | 398,035 | |||||
Balance, end of period (in shares) at Oct. 01, 2022 | 117,121,134 | |||||||||
Balance, beginning of period at Apr. 02, 2022 | $ 12 | 430,208 | $ (291) | (51,714) | 1,590 | $ (291) | 380,096 | |||
Balance, beginning of period (in shares) at Apr. 02, 2022 | 119,469,747 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net Income (Loss) | 4,303 | 4,303 | ||||||||
Foreign currency translation adjustments | (3,917) | (3,917) | ||||||||
Repurchase and retirement of common stock | $ (15,000) | $ (15,000) | ||||||||
Repurchase and retirement of common stock (in shares) | (2,026,231) | |||||||||
Issuance of common stock upon release of restricted stock units (in shares) | 104,042 | |||||||||
Stock-based compensation expense | 16,429 | 16,429 | ||||||||
Balance, end of period at Jul. 02, 2022 | $ 12 | 431,637 | (47,411) | (2,327) | 381,911 | |||||
Balance, end of period (in shares) at Jul. 02, 2022 | 117,547,558 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net Income (Loss) | 11,876 | 11,876 | ||||||||
Foreign currency translation adjustments | (2,813) | (2,813) | ||||||||
Retirement of restricted stock (in shares) | (426,424) | |||||||||
Stock-based compensation expense | 7,061 | 7,061 | ||||||||
Balance, end of period at Oct. 01, 2022 | $ 12 | 438,698 | (35,535) | (5,140) | 398,035 | |||||
Balance, end of period (in shares) at Oct. 01, 2022 | 117,121,134 | |||||||||
Balance, beginning of period at Dec. 31, 2022 | $ 11 | 440,880 | (54,568) | (3,533) | 382,790 | |||||
Balance, beginning of period (in shares) at Dec. 31, 2022 | 114,667,975 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net Income (Loss) | (14,368) | (14,368) | ||||||||
Foreign currency translation adjustments | (144) | (144) | ||||||||
Issuance of common stock upon release of restricted stock units (in shares) | 22,078 | |||||||||
Stock-based compensation expense | 6,769 | 6,769 | ||||||||
Balance, end of period at Apr. 01, 2023 | $ 11 | 447,649 | (68,936) | (3,677) | 375,047 | |||||
Balance, end of period (in shares) at Apr. 01, 2023 | 114,690,053 | |||||||||
Balance, beginning of period at Dec. 31, 2022 | $ 11 | 440,880 | (54,568) | (3,533) | 382,790 | |||||
Balance, beginning of period (in shares) at Dec. 31, 2022 | 114,667,975 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net Income (Loss) | (2,500) | |||||||||
Balance, end of period at Sep. 30, 2023 | $ 11 | 455,767 | (57,068) | (6,013) | 392,697 | |||||
Balance, end of period (in shares) at Sep. 30, 2023 | 114,755,945 | |||||||||
Balance, beginning of period at Apr. 01, 2023 | $ 11 | 447,649 | (68,936) | (3,677) | 375,047 | |||||
Balance, beginning of period (in shares) at Apr. 01, 2023 | 114,690,053 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net Income (Loss) | 5,715 | 5,715 | ||||||||
Foreign currency translation adjustments | (329) | (329) | ||||||||
Retirement of restricted stock (in shares) | (54,271) | |||||||||
Issuance of common stock upon release of restricted stock units (in shares) | 98,974 | |||||||||
Stock-based compensation expense | 5,764 | 5,764 | ||||||||
Balance, end of period at Jul. 01, 2023 | $ 11 | 453,413 | (63,221) | (4,006) | 386,197 | |||||
Balance, end of period (in shares) at Jul. 01, 2023 | 114,734,756 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net Income (Loss) | 6,153 | 6,153 | ||||||||
Foreign currency translation adjustments | (2,007) | (2,007) | ||||||||
Retirement of restricted stock (in shares) | (101,179) | |||||||||
Issuance of common stock upon release of restricted stock units (in shares) | 122,368 | |||||||||
Stock-based compensation expense | 2,354 | 2,354 | ||||||||
Balance, end of period at Sep. 30, 2023 | $ 11 | $ 455,767 | $ (57,068) | $ (6,013) | $ 392,697 | |||||
Balance, end of period (in shares) at Sep. 30, 2023 | 114,755,945 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Oct. 01, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (2,500) | $ 13,339 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 29,784 | 28,834 |
Amortization of deferred financing costs and debt discount | 1,290 | 1,140 |
Non-cash lease expense | 5,874 | 5,596 |
Change in fair value of interest rate swaps | 1,790 | (4,203) |
Stock-based compensation expense | 14,887 | 40,415 |
Underwriting fees related to offering of common stock | 11,437 | |
Loss on extinguishment of debt | 3,465 | |
Bad debt expense | 4,984 | 1,457 |
Other non-cash, net | 34 | 6,496 |
Earnings from equity method investment | (2,468) | (2,591) |
Distributions received from equity method investment | 2,330 | |
Changes in operating assets and liabilities: | ||
Trade receivables | (28,652) | (44,875) |
Inventories | 61,738 | (59,139) |
Prepaid expenses and other current assets | (25) | 2,458 |
Income tax receivable | (1,539) | (2,051) |
Other assets | (4,289) | (442) |
Accounts payable | 2,085 | 3,702 |
Accrued expenses and other current liabilities | (169) | (92) |
Other long-term liabilities | 2,969 | 290 |
Net cash provided by operating activities | 88,123 | 5,236 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (28,273) | (29,002) |
Proceeds from the sale of property and equipment | 24 | |
Acquisitions of businesses, net of cash acquired | (384) | |
Net cash used in investing activities | (28,273) | (29,362) |
Cash flows from financing activities: | ||
Proceeds from long-term debt borrowings | 320,125 | |
Payments on long-term debt borrowings | (12,437) | (285,634) |
Proceeds from borrowings on revolving credit facilities | 48,000 | 25,000 |
Payments on revolving credit facilities | (48,000) | (25,000) |
Deferred financing fees paid | (6,865) | |
Proceeds from the issuance of common stock | 257,663 | |
Repayments of finance lease obligations | (437) | |
Repurchase and retirement of common stock | (272,663) | |
Net cash (used in) provided by financing activities | (12,874) | 12,626 |
Effect of exchange rate changes on cash | (1,489) | (1,832) |
Net increase (decrease) in cash | 45,487 | (13,332) |
Cash at beginning of period | 32,626 | 43,952 |
Cash at end of period | 78,113 | 30,620 |
Supplemental cash flow information: | ||
Cash paid for interest | 18,538 | 8,760 |
Income taxes paid, net | 2,990 | 20,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchases of property and equipment included in accounts payable and accrued expenses | 484 | 2,202 |
Capitalized internal-use software included in accounts payable - related party | 800 | |
Right-of-use operating and finance lease assets obtained in exchange for lease liabilities | $ 5,766 | $ 45,876 |
NATURE OF THE BUSINESS
NATURE OF THE BUSINESS | 9 Months Ended |
Sep. 30, 2023 | |
NATURE OF THE BUSINESS | |
NATURE OF THE BUSINESS | 1. NATURE OF THE BUSINESS Latham Group, Inc. (the “Company”) wholly owns Latham Pool Products, Inc. (“Latham Pool Products”) (together, “Latham”), a designer, manufacturer, and marketer of in-ground residential swimming pools in North America, Australia, and New Zealand. Latham offers a portfolio of pools and related products, including in-ground swimming pools, pool liners, and pool covers. On December 18, 2018, Latham Investment Holdings, LP, an investment fund managed by affiliates of Pamplona Capital Management (the “Sponsor”), Wynnchurch Capital, L.P. and management acquired all of the outstanding equity interests of Latham Topco., Inc., a newly incorporated entity in the State of Delaware. Latham Topco, Inc. changed its name to Latham Group, Inc. on March 3, 2021. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Unaudited Interim Financial Information The unaudited condensed consolidated balance sheet at December 31, 2022 was derived from audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of September 30, 2023 and for the fiscal and three fiscal quarters ended September 30, 2023 and October 1, 2022 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with Latham Group, Inc.’s audited consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2022 included in the Company’s 2022 Annual Report on Form 10-K, filed with the SEC on March 7, 2023 (the “Annual Report”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of these condensed consolidated financial statements, have been included. The Company’s results of operations for the fiscal quarter and three fiscal quarters ended September 30, 2023 are not necessarily indicative of the results of operations that may be expected for the fiscal year ending December 31, 2023. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience, known trends, and other market-specific relevant factors that it believes to be reasonable under the circumstances. Estimates are evaluated on an ongoing basis and revised as there are changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known. Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes. Seasonality Although the Company generally has demand for its products throughout the fiscal year, its business is seasonal and weather is one of the principal external factors affecting the business. Historically, net sales and net income are highest during the second and third fiscal quarters, representing the peak months of swimming pool use, pool installation, and remodeling and repair activities. Severe weather may also affect net sales in all periods. Significant Accounting Policies Refer to the Annual Report for a discussion of the Company’s significant accounting policies, as updated below. Recently Issued Accounting Pronouncements The Company qualifies as “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to “opt in” to the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments — Credit Losses Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 3. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value. Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly. Level 3 — Unobservable inputs that reflect the Company’s own assumptions incorporated into valuation techniques. These valuations require significant judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When there is more than one input at different levels within the hierarchy, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assessment of the significance of a particular input to the fair value measurement in its entirety requires substantial judgment and consideration of factors specific to the asset or liability. Level 3 inputs are inherently difficult to estimate. Changes to these inputs can have significant impact on fair value measurements. Assets and liabilities measured at fair value using Level 3 inputs are based on one or more of the following valuation techniques: market approach, income approach or cost approach. There were no transfers between fair value measurement levels during the three fiscal quarters ended September 30, 2023 or October 1, 2022. Assets and liabilities measured at fair value on a nonrecurring basis The Company’s non-financial assets such as goodwill, intangible assets, and property and equipment are measured at fair value upon acquisition and remeasured to fair value when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 2 and Level 3 inputs. Fair value of financial instruments The Company considers the carrying amounts of cash, trade receivables, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities to approximate fair value because of the short-term maturities of these instruments. Term loan The Company’s term loan (see Note 6) is carried at amortized cost; however, the Company estimates the fair value of the term loan for disclosure purposes. The fair value of the term loan is determined using inputs based on observable market data of a non-public exchange, which are classified as Level 2 inputs. The following table sets forth the carrying amount and fair value of its term loan (in thousands): September 30, 2023 December 31, 2022 Carrying Estimated Carrying Estimated Value Fair Value Value Fair Value Term Loan $ 301,621 $ 292,572 $ 312,881 $ 290,979 Interest rate swaps The Company estimates the fair value of interest rate swaps (see Note 6) on a fiscal quarterly basis using Level 2 inputs, including the forward SOFR curve. The fair value is estimated by comparing (i) the present value of all future monthly fixed rate payments versus (ii) the variable payments based on the forward SOFR curve. As of September 30, 2023 and December 31, 2022, the net fair value of the Company’s interest rate swaps was an asset balance of $1.7 million and $3.5 million, respectively, which were recorded within other assets on the condensed consolidated balance sheets. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2023 | |
GOODWILL AND INTANGIBLE ASSETS, NET | |
GOODWILL AND INTANGIBLE ASSETS, NET | 4. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The carrying amount of goodwill as of September 30, 2023 and as of December 31, 2022 was $130.9 million and $131.4 million, respectively. The change in the carrying value during the three fiscal quarters ended September 30, 2023 was solely because of fluctuations in foreign currency exchange rates. Based on the results of the qualitative assessment performed for the Company’s one reporting unit, the Company determined that goodwill was not impaired at October 2, 2022. As a result of a decline in the Company’s stock price, the Company plans to perform a quantitative assessment for the 2023 annual test as of October 1, 2023, which may result in a non-cash impairment charge during the fiscal quarter ended December 31, 2023. Intangible Assets Intangible assets, net as of September 30, 2023 consisted of the following (in thousands): September 30, 2023 Gross Foreign Carrying Currency Accumulated Net Amount Translation Amortization Amount Trade names and trademarks $ 148,100 $ (554) $ 27,930 $ 119,616 Patented technology 16,126 108 8,274 7,960 Technology 13,000 — 1,589 11,411 Pool designs 13,628 (172) 2,738 10,718 Franchise relationships 1,187 140 1,286 41 Dealer relationships 197,376 39 58,517 138,898 Order backlog 1,600 — 1,600 — Non-competition agreements 2,476 — 2,371 105 $ 393,493 $ (439) $ 104,305 $ 288,749 The Company recognized $6.6 million and $19.9 million of amortization expense related to intangible assets during the fiscal quarter and three fiscal quarters ended September 30, 2023. The Company recognized $7.2 million and $21.5 million of amortization expense related to intangible assets during the fiscal quarter and three fiscal quarters ended October 1, 2022. Intangible assets, net as of December 31, 2022 consisted of the following (in thousands): December 31, 2022 Gross Foreign Carrying Currency Accumulated Net Amount Translation Amortization Amount Trade names and trademarks $ 148,100 $ (84) $ 22,982 $ 125,034 Patented technology 16,126 37 6,959 9,204 Technology 13,000 — 939 12,061 Pool designs 13,628 (10) 2,037 11,581 Franchise relationships 1,187 45 1,064 168 Dealer relationships 197,376 13 46,699 150,690 Order backlog 1,600 — 1,600 — Non-competition agreements 2,476 — 1,999 477 $ 393,493 $ 1 $ 84,279 $ 309,215 Estimated Future Amortization Year Ended Expense Remainder of fiscal 2023 $ 6,632 2024 25,708 2025 25,550 2026 25,550 2027 25,550 Thereafter 179,759 $ 288,749 |
INVENTORIES, NET
INVENTORIES, NET | 9 Months Ended |
Sep. 30, 2023 | |
INVENTORIES, NET | |
INVENTORIES, NET | 5. INVENTORIES, NET Inventories, net consisted of the following (in thousands): September 30, 2023 December 31, 2022 Raw materials $ 60,036 $ 95,388 Finished goods 43,188 69,832 $ 103,224 $ 165,220 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2023 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | 6. LONG-TERM DEBT The components of the Company’s outstanding long-term debt obligations consisted of the following (in thousands): September 30, 2023 December 31, 2022 Term Loan $ 310,125 $ 322,562 Revolving Credit Facility — — Less: Unamortized discount and debt issuance costs (8,504) (9,681) Total debt 301,621 312,881 Less: Current portion of long-term debt (3,250) (3,250) Total long-term debt $ 298,371 $ 309,631 On February 23, 2022, Latham Pool Products entered into an agreement (the “Credit Agreement”) with Barclays Bank PLC, which provides a senior secured multicurrency revolving line of credit (the “Revolving Credit Facility”) in an initial principal amount of $75.0 million and a U.S. Dollar senior secured term loan facility (the “Term Loan”) in an initial principal amount of $325.0 million. On such date, proceeds under the Credit Agreement were used to terminate the previous credit agreement by repayment of $294.0 million of outstanding debt thereunder and for general corporate purposes. Revolving Credit Facility The Revolving Credit Facility may be utilized to finance ongoing general corporate and working capital needs and permits Latham Pools Products to borrow loans in U.S. Dollars, Canadian Dollars, Euros and Australian Dollars. The Revolving Credit Facility matures on February 23, 2027. Loans outstanding under the Revolving Credit Facility denominated in U.S. Dollars and Canadian Dollars bear interest, at the borrower’s option, at a rate per annum based on Term SOFR or CDO (each, as defined in the Credit Agreement), as applicable, plus a margin of 3.50%, or at a rate per annum based on the Base Rate or the Canadian Prime Rate (each, as defined in the Credit Agreement), plus a margin of 2.50%. Loans outstanding under the Revolving Credit Facility denominated in Euros or Australian Dollars bear interest based on EURIBOR or the AUD Rate (each, as defined in the Credit Agreement), respectively, plus a margin of 3.50%. A commitment fee accrues on any unused portion of the commitments under the Revolving Credit Facility. The commitment fee is due and payable quarterly in arrears, and initially was 0.375% per annum and thereafter accrues at a rate per annum ranging from 0.25% to 0.50%, depending on the First Lien Net Leverage Ratio (as defined in the Credit Agreement, the “First Lien Net Leverage Ratio”). Borrowings under the Revolving Credit Facility are due at maturity. The Company incurred debt issuance costs of $0.8 million related to the Revolving Credit Facility. The debt issuance costs were recorded within other assets on the condensed consolidated balance sheet as of the applicable period and are being amortized over the life of the Revolving Credit Facility. The Company is required to meet certain financial covenants, including maintaining specific liquidity measurements. There are also negative covenants, including certain restrictions on the Company’s and its subsidiaries’ ability to incur additional indebtedness, create liens, make investments, consolidate, or merge with other entities, enter into transactions with affiliates, make prepayments with respect to certain indebtedness, make dividend payments, loans, or advances to the Company, declare dividends and make restricted payments and other distributions. As of September 30, 2023, there were no outstanding borrowings on the Revolving Credit Facility and $75.0 million was available for future borrowing. Term Loan The Term Loan matures on February 23, 2029. Loans outstanding under the Term Loan bear interest, at the borrower’s option, at a rate per annum based on Term SOFR (as defined in the Credit Agreement), plus a margin ranging from 3.75% to 4.00%, depending on the First Lien Net Leverage Ratio, or based on the Base Rate (as defined in the Credit Agreement), plus a margin ranging from 2.75% to 3.00%, depending on the First Lien Net Leverage Ratio. Loans under the Term Loan are subject to scheduled quarterly amortization payments of $812,500, equal to 0.25% of the initial principal amount of the Term Loan. The Credit Agreement contains customary mandatory prepayment provisions, including requirements to make mandatory prepayments with 50% of any excess cash flow and with 100% of the net cash proceeds from the incurrence of indebtedness not otherwise permitted to be incurred by the covenants, asset sales, and casualty and condemnation events, in each case, subject to customary exceptions. Outstanding borrowings as of September 30, 2023 were $301.6 million, net of unamortized discount and debt issuance costs of $8.5 million. In connection with the Term Loan, the Company is subject to various negative, reporting, financial, and other covenants, including maintaining specific liquidity measurements. As of September 30, 2023, the unamortized debt issuance costs and discount on the Term Loan were $4.7 million and $3.8 million, respectively. The effective interest rate was 10.26% at September 30, 2023, including the impact of the Company’s interest rate swaps. As of September 30, 2023, the Company was in compliance with all financial covenants under the Credit Agreement. Interest Rate Risk Interest rate risk associated with the Credit Agreement is mitigated partially through interest rate swaps. The Company executed an interest rate swap on April 30, 2020. The swap had an effective date of May 18, 2020 and a termination date of May 18, 2023. In February 2022, the Company amended its interest rate swap to change the index rate from LIBOR to SOFR in connection with the entry into the Credit Agreement. Under the terms of the amended swap, the Company fixed its SOFR borrowing rate at 0.496% on a notional amount of $200.0 million. The interest rate swap was not designated as a hedging instrument for accounting purposes (see Note 3). Additionally, the Company entered into an interest rate swap that was executed on March 10, 2023. The swap has an effective date of May 18, 2023 and a termination date of May 18, 2026. Under the terms of the swap, the Company fixed its SOFR borrowing rate at 4.3725% on a notional amount of $161.0 million. The interest rate swap is not designated as a hedging instrument for accounting purposes (see Note 3). Debt Maturities Principal payments due on the outstanding debt, excluding the Revolving Credit Facility, in the next five fiscal years, excluding any potential payments based on excess cash flow levels, are as follows (in thousands): Year Ended Term Loan Remainder of fiscal 2023 $ 813 2024 3,250 2025 3,250 2026 3,250 2027 3,250 Thereafter 296,312 $ 310,125 The obligations under the Credit Agreement are guaranteed by certain wholly owned subsidiaries (the “Guarantors”) of the Company as defined in the security agreement. The obligations under the Credit Agreement are secured by substantially all of the Guarantors’ tangible and intangible assets, including their accounts receivables, equipment, intellectual property, inventory, cash and cash equivalents, deposit accounts, and security accounts. The Credit Agreement also restricts payments and other distributions unless certain conditions are met, which could restrict the Company’s ability to pay dividends. |
PRODUCT WARRANTIES
PRODUCT WARRANTIES | 9 Months Ended |
Sep. 30, 2023 | |
PRODUCT WARRANTIES | |
PRODUCT WARRANTIES | 7. PRODUCT WARRANTIES The warranty reserve activity consisted of the following (in thousands): Three Fiscal Quarters Ended September 30, 2023 October 1, 2022 Balance at the beginning of the fiscal year $ 3,399 $ 4,909 Adjustments to reserve 4,737 5,479 Less: Settlements made (in cash or in kind) (4,724) (5,072) Balance at the end of the fiscal quarter $ 3,412 $ 5,316 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
LEASES | |
LEASES | 8. LEASES On January 1, 2022, the Company adopted ASU 2016-02, “Leases (Topic 842),” and the related amendments. The optional transition method of adoption was used, in which the cumulative effect of initially applying the new standard to existing leases was $0.3 million to record the operating lease right-of-use assets and the related liabilities as of January 1, 2022. Under this method of adoption, the comparative information has not been revised and continues to be reported under the previously applicable lease accounting guidance. For leases with initial terms greater than 12 months, the Company considers these right-of-use assets and records the related asset and obligation at the present value of lease payments over the term. For leases with initial terms equal to or less than 12 months, the Company does not consider them as right-of-use assets and instead considers them short-term lease costs that are recognized on a straight-line basis over the lease term. The Company’s leases may include escalation clauses, renewal options, and/or termination options that are factored into the Company’s determination of lease term and lease payments when it is reasonably certain the option will be exercised. The Company elected to take the practical expedient and not separate lease and non-lease components of contracts. The Company estimates an incremental borrowing rate to discount the lease payments based on information available at lease commencement because the implicit rate of the lease is generally not known. The Company leases manufacturing facilities, office space, land, and certain vehicles and equipment under operating leases. The Company also leases certain vehicles and equipment under finance leases. The Company determines if an arrangement is a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The components of lease expense for the fiscal quarters ended September 30, 2023 and October 1, 2022 were as follows (in thousands): Fiscal Quarter Ended Three Fiscal Quarters Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Operating lease expense $ 2,577 $ 2,295 $ 7,245 $ 6,799 Finance lease amortization of assets 199 21 465 28 Finance lease interest on lease liabilities 87 4 207 7 Short-term lease expense 96 58 246 90 Variable lease expense 315 141 910 445 Total lease expense $ 3,274 $ 2,519 $ 9,073 $ 7,369 Operating and finance lease right-of-use assets and lease-related liabilities as of September 30, 2023 and December 31, 2022 were as follows (in thousands): September 30, 2023 December 31, 2022 Classification Lease right-of-use assets: Operating leases $ 31,934 $ 38,308 Operating lease right-of-use assets Finance leases 4,013 316 Other assets Total lease right-of-use assets $ 35,947 $ 38,624 Lease-related liabilities Current Operating leases $ 6,895 $ 6,923 Current operating lease liabilities Finance leases 703 105 Accrued expenses and other current liabilities Non-current Operating leases 26,121 32,391 Non-current operating lease liabilities Finance leases 3,402 193 Other long-term liabilities Total lease liabilities $ 37,121 $ 39,612 The table below presents supplemental information related to leases as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Weighted-average remaining lease term (years) Finance leases 5.5 2.8 Operating leases 5.9 6.5 Weighted-average discount rate Finance leases 8.2 % 5.4 % Operating leases 5.0 % 4.9 % The table below presents supplemental information related to the cash flows for operating leases recorded on the condensed consolidated statements of cash flows (in thousands): Three Fiscal Quarters Ended September 30, 2023 October 1, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 5,763 $ 5,249 The following table summarizes maturities of operating lease liabilities as of September 30, 2023 (in thousands): Operating Leases Finance Leases Total Remainder of fiscal 2023 $ 2,183 $ 253 $ 2,436 2024 8,108 1,013 9,121 2025 7,309 958 8,267 2026 5,789 865 6,654 2027 4,086 820 4,906 Thereafter 10,738 1,187 11,925 Total lease payments 38,213 5,096 43,309 Less: Interest (5,197) (991) (6,188) Present value of lease liability $ 33,016 $ 4,105 $ 37,121 |
NET SALES
NET SALES | 9 Months Ended |
Sep. 30, 2023 | |
NET SALES. | |
NET SALES | 9. NET SALES The following table sets forth the Company’s disaggregation of net sales by product line (in thousands): Fiscal Quarter Ended Three Fiscal Quarters Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 In-ground Swimming Pools $ 82,884 $ 102,334 $ 252,029 $ 326,290 Covers 47,460 51,934 108,961 122,848 Liners 30,434 35,130 114,635 138,674 $ 160,778 $ 189,398 $ 475,625 $ 587,812 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
INCOME TAXES | |
INCOME TAXES | 10. INCOME TAXES The effective income tax rate for the fiscal and three fiscal quarters ended September 30, 2023 was 52.1% and 140.7%, respectively, compared to 43.4% and 65.6% for the fiscal and three fiscal quarters ended October 1, 2022, respectively. The differences between the U.S. federal statutory income tax rate and the Company's effective income tax rates for the fiscal quarter ended September 30, 2023 and the fiscal quarter ended October 1, 2022 were primarily attributable to the discrete impacts of stock-based compensation expense for which there is no associated tax benefit. On October 15, 2023, the statute of limitations expired with respect to the Company’s 2019 U.S. Federal income tax return for which the Company has a liability related to uncertain tax positions recorded. As a result of the expiration of the statute of limitations, the Company will release the uncertain tax position liability with a corresponding net tax benefit of $7.5 million (a gross tax benefit of $10.7 million from the liability release offset by tax expense of $3.2 million from establishing a valuation allowance on an associated deferred tax asset) during the fourth fiscal quarter of 2023. The Inflation Reduction Act ("IRA") was effective beginning in 2023. Key provisions from the IRA include the implementation of a 15% corporate alternative minimum tax for corporations with book income in excess of $1 billion, an excise tax on the fair market value of stock buybacks (offset by the fair market value of stock issued in the same tax year), and significant tax incentives for energy and climate initiatives. Enactment of the new law has not impacted the Company’s financial condition, results of operations or cash flows for the period ended September 30, 2023 and the Company does not expect a material impact on our future results at this time. The Company will continue to monitor any impacts of further guidance on the IRA as released and assess any impacts as applicable. |
STOCKHOLDER'S EQUITY
STOCKHOLDER'S EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
STOCKHOLDER'S EQUITY | |
STOCKHOLDER'S EQUITY | 11. STOCKHOLDERS’ EQUITY Offering of Common Stock On January 11, 2022, the Company completed an offering of 13,800,000 shares of common stock, par value $0.0001 per share, including the exercise in full by the underwriters of their option to purchase up to 1,800,000 additional shares of common stock, at a public offering price of $19.50 per share. The Company received proceeds of $257.7 million from this offering, net of $11.4 million of underwriting fees. The proceeds of $257.7 million were used to purchase 13,800,000 shares of common stock from certain of the Company’s stockholders, primarily investment funds managed by the Sponsor and Wynnchurch Capital, L.P., and also a small percentage of shares of common stock owned by some of the Company’s directors and executive officers. Repurchase Program On May 10, 2022, the Company approved a stock repurchase program (the “Repurchase Program”), which authorized the Company to repurchase up to $100 million of the Company’s shares of common stock over the next three years. The Company may effect these repurchases in open market transactions, privately negotiated purchases, or other acquisitions. The Company is not obligated to repurchase any of its shares of its common stock under the Repurchase Program and the timing and amount of any repurchases will depend on market conditions, the Company’s stock price, alternative uses of capital, the terms of the Company’s debt instruments, and other factors. As of September 30, 2023, $77.0 million remained available for share repurchases pursuant to the Repurchase Program. The Company did not repurchase any shares of its common stock during the fiscal quarter ended September 30, 2023. The Company accounts for the excess of the repurchase price over the par value of shares acquired as a reduction to additional paid-in capital. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 12. STOCK-BASED COMPENSATION On April 12, 2021, the Company’s stockholders approved the 2021 Omnibus Equity Incentive Plan (the “2021 Omnibus Equity Plan”), which became effective on April 22, 2021, upon pricing of its initial public offering. The 2021 Omnibus Equity Plan provides for the issuance of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based and cash-based awards. The maximum grant date fair value of cash and equity awards that may be awarded to a non-employee director under the 2021 Omnibus Equity Plan during any one fiscal year, together with any cash fees paid to such non-employee director during such fiscal year, is $750,000. On May 2, 2023, at the 2023 annual meeting of stockholders the Company, the stockholders approved the first amendment (the “First Amendment”) to the Latham Group, Inc. 2021 Omnibus Equity Plan, which was previously approved by the Board of Directors of the Company. The First Amendment became effective upon stockholder approval, and provides for (i) an increase by 8,000,000 shares of the share pool, i.e. the maximum number of shares of the Company’s common stock that may be issued pursuant to awards granted under the 2021 Omnibus Equity Plan, (ii) a prohibition on recycling of shares withheld or remitted to pay taxes for all awards, (iii) a minimum vesting period of one year for all awards, with an exception for shares representing 5% of the share pool, and (iv) a prohibition on the transfer of stock options and stock appreciation rights for value or to third-party financial institutions without stockholder approval. Except as amended by the First Amendment, the other terms of the 2021 Omnibus Equity Plan remain in full force and effect. Subsequent to the First Amendment, the maximum aggregate number of shares reserved for issuance under the 2021 Omnibus Equity Plan is 21,170,212 shares. The following table summarizes the Company’s stock-based compensation expense (in thousands): Fiscal Quarter Ended Three Fiscal Quarters Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Cost of sales $ 143 $ 730 $ (57) $ 3,046 Selling, general, and administrative 2,211 6,331 14,944 37,369 $ 2,354 $ 7,061 $ 14,887 $ 40,415 As of September 30, 2023, total unrecognized stock-based compensation expense related to all unvested stock-based awards was $11.2 million, which is expected to be recognized over a weighted-average period of 1.3 years. The following table sets forth the significant assumptions used in the Black-Scholes option-pricing model on a weighted-average basis to determine the fair value of stock option awards granted: Three Fiscal Quarters Ended October 1, 2022 Risk-free interest rate 2.04 % Expected volatility 39.67 % Expected term (in years) 6.25 Expected dividend yield 0.00 % No The following table sets forth the significant assumptions used in the Black-Scholes option-pricing model on a weighted-average basis to determine the fair value of stock appreciation rights awards granted: Three Fiscal Quarters Ended September 30, 2023 Risk-free interest rate 3.45 % Expected volatility 40.29 % Expected term (in years) 6.25 Expected dividend yield 0.00 % Restricted Stock Awards The following table represents the Company’s restricted stock awards activity during the three fiscal quarters ended September 30, 2023: Weighted- Average Grant- Shares Date Fair Value Outstanding at January 1, 2023 2,576,219 $ 19.00 Granted — — Vested (1,239,520) 19.00 Forfeited (155,450) 19.00 Outstanding at September 30, 2023 1,181,249 $ 19.00 Restricted Stock Units The following table represents the Company’s restricted stock units activity during the three fiscal quarters ended September 30, 2023: Weighted- Average Grant- Shares Date Fair Value Outstanding at January 1, 2023 617,941 $ 8.37 Granted 2,232,040 3.23 Vested (243,420) 10.42 Forfeited (247,685) 3.94 Outstanding at September 30, 2023 2,358,876 $ 3.76 Stock Options The following table represents the Company’s stock option activity during the three fiscal quarters ended September 30, 2023: Weighted- Weighted- Average Average Exercise Price Remaining Aggregate Shares per Share Contract Term Intrinsic Value (in years) (in thousands) Outstanding at January 1, 2023 1,914,670 $ 14.85 Granted — — Exercised — — Forfeited (325,433) 11.80 Outstanding at September 30, 2023 1,589,237 $ 15.47 7.86 $ — Vested and expected to vest at September 30, 2023 1,589,237 $ 15.47 7.86 $ — Options exercisable at September 30, 2023 583,527 $ 16.58 7.13 $ — The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock Stock Appreciation Rights During the fiscal quarter ended April 1, 2023, as a portion of the annual equity award grants to the Company’s executive officers, the Compensation Committee of the Board of Directors approved stock appreciation rights for an aggregate of 790,181 shares of the Company’s common stock, with a strike price of $3.24 per share (the “Contingent Grants”). At the time of such approval, the Company did not have enough shares of the Company’s common stock in the share pool under the 2021 Omnibus Equity Plan to support such grant. As of April 1, 2023, the Contingent Grants remained subject to stockholder approval of the First Amendment. On May 2, 2023, following stockholder approval of the First Amendment, the foregoing stock appreciation right awards became effective without condition. The following table represents the Company’s stock appreciation rights activity during the three fiscal quarters ended September 30, 2023: Weighted- Weighted- Average Average Exercise Price Remaining Aggregate Shares per Share Contract Term Intrinsic Value (in years) (in thousands) Outstanding at January 1, 2023 — $ — Granted 790,181 3.24 Exercised — — Forfeited (93,256) 3.24 Outstanding at September 30, 2023 696,925 $ 3.24 9.59 $ — Vested and expected to vest at September 30, 2023 696,925 $ 3.24 9.59 $ — Stock appreciation rights exercisable at September 30, 2023 — $ — — $ — The aggregate intrinsic value of stock appreciation rights is calculated as the difference between the strike price of the stock appreciation rights and the fair value of the Company’s common stock for those stock appreciation rights that had strike prices lower than the fair value of the Company’s common stock. No stock appreciation rights were granted under this plan during the fiscal quarter ended September 30, 2023. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
NET INCOME (LOSS) PER SHARE | |
NET INCOME (LOSS) PER SHARE | 13. NET INCOME (LOSS) PER SHARE Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data): Fiscal Quarter Ended Three Fiscal Quarters Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Numerator: Net income (loss) attributable to common stockholders $ 6,153 $ 11,876 $ (2,500) $ 13,339 Denominator: Weighted-average common shares outstanding Basic 113,538,533 113,171,655 112,629,851 113,521,425 Diluted 114,656,761 113,202,846 112,629,851 114,867,164 Net income (loss) per share attributable to common stockholders: Basic $ 0.05 $ 0.10 $ (0.02) $ 0.12 Diluted $ 0.05 $ 0.10 $ (0.02) $ 0.12 As of September 30, 2023 and December 31, 2022, 113,574,696 and 112,091,756 shares of common stock were issued and outstanding for accounting purposes, respectively. The following table includes the number of shares that may be dilutive common shares in the future that were not included in the computation of diluted net income (loss) per share because the effect was anti-dilutive: Fiscal Quarter Ended Three Fiscal Quarters Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Restricted stock awards 64,329 3,842,873 909,375 1,280,958 Restricted stock units 57,885 212,183 220,255 108,570 Stock options 1,644,520 1,963,331 1,753,740 1,655,462 Stock appreciation rights 738,940 — 422,874 — |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 14. RELATED PARTY TRANSACTIONS BrightAI Services Starting in 2020, BrightAI has rendered services to the Company, for which the cost has been capitalized as internal-use software. A co-founder of BrightAI Services has served on the Company’s Board of Directors since December 9, 2020. In December 2022, the Company executed an additional agreement with BrightAI for the provision of hardware to run the technology developed by BrightAI and the Company. During the three fiscal quarters ended September 30, 2023 and the fiscal year ended December 31, 2022, the Company incurred $0.8 million and $0.2 million, respectively, associated with services performed by BrightAI, which is recorded as construction in progress within property and equipment, net on the condensed consolidated balance sheet as of September 30, 2023. As of September 30, 2023 and December 31, 2022, the Company had accounts payable related to BrightAI of $0.0 million and $0.4 million, respectively. Expense Reimbursement The Company entered into a Stockholders’ Agreement with the Sponsor and Wynnchurch Capital, L.P. on April 27, 2021. The Stockholders’ Agreement requires the Company to reimburse the Sponsor and Wynnchurch Capital, L.P. for their reasonable out-of-pocket costs and expenses in connection with monitoring and overseeing their investment in the Company. The Company recognized no amount and $0.2 million for the reimbursement of out-of-pocket costs and expenses to Wynnchurch Capital, L.P. and no amounts for the reimbursement of out-of-pocket costs and expenses to the Sponsor during the fiscal quarter and three fiscal quarters ended September 30, 2023, respectively. The Company recognized $0.2 million for the reimbursement of out-of-pocket costs and expenses to the Sponsor and $0.1 million for the reimbursement of out-of-pocket costs and expenses to the Wynnchurch Capital, L.P. during the fiscal quarter and the three fiscal quarters ended October 1, 2022. As of both September 30, 2023 and December 31, 2022, there was less than $0.1 million outstanding amounts payable to the Sponsor and no outstanding amounts payable to Wynnchurch Capital, L.P. |
RESTRUCTURING COSTS
RESTRUCTURING COSTS | 9 Months Ended |
Sep. 30, 2023 | |
RESTRUCTURING COSTS | |
RESTRUCTURING COSTS | 15. RESTRUCTURING COSTS During the second and third fiscal quarters of 2023, the Company initiated an additional cost reduction plan focused on efforts to improve efficiencies and decrease costs. The plan involved a reduction in the Company’s workforce as well as closures of various manufacturing facilities. The Company expects to incur charges for employee severance and related costs, as well as fixed asset and facility related expenses, of approximately $2.8 million. During the quarter ended September 30, 2023, the Company recognized costs related to the plan totaling $1.8 million, comprised primarily of $1.0 million for severance and related costs and $0.8 million relating to the facility closures. These charges were included in cost of sales and selling, general, and administrative expenses in the condensed consolidated statements of operations. The remaining costs under the plan of approximately $1.0 million are expected to be incurred and recognized in the fourth fiscal quarter of 2023. The Company had an exit or disposal cost related liability of $0.3 million as of September 30, 2023 and no liability as of December 31, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation and Unaudited Interim Financial Information | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Unaudited Interim Financial Information The unaudited condensed consolidated balance sheet at December 31, 2022 was derived from audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of September 30, 2023 and for the fiscal and three fiscal quarters ended September 30, 2023 and October 1, 2022 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with Latham Group, Inc.’s audited consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2022 included in the Company’s 2022 Annual Report on Form 10-K, filed with the SEC on March 7, 2023 (the “Annual Report”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of these condensed consolidated financial statements, have been included. The Company’s results of operations for the fiscal quarter and three fiscal quarters ended September 30, 2023 are not necessarily indicative of the results of operations that may be expected for the fiscal year ending December 31, 2023. |
Use of Estimates | Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience, known trends, and other market-specific relevant factors that it believes to be reasonable under the circumstances. Estimates are evaluated on an ongoing basis and revised as there are changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known. |
Reclassifications | Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes. |
Seasonality | Seasonality Although the Company generally has demand for its products throughout the fiscal year, its business is seasonal and weather is one of the principal external factors affecting the business. Historically, net sales and net income are highest during the second and third fiscal quarters, representing the peak months of swimming pool use, pool installation, and remodeling and repair activities. Severe weather may also affect net sales in all periods. |
Significant Accounting Policies | Significant Accounting Policies Refer to the Annual Report for a discussion of the Company’s significant accounting policies, as updated below. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company qualifies as “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to “opt in” to the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments — Credit Losses Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
Schedule of financial liabilities at fair value on a recurring basis | The following table sets forth the carrying amount and fair value of its term loan (in thousands): September 30, 2023 December 31, 2022 Carrying Estimated Carrying Estimated Value Fair Value Value Fair Value Term Loan $ 301,621 $ 292,572 $ 312,881 $ 290,979 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
GOODWILL AND INTANGIBLE ASSETS, NET | |
Schedule of Intangible assets | Intangible assets, net as of September 30, 2023 consisted of the following (in thousands): September 30, 2023 Gross Foreign Carrying Currency Accumulated Net Amount Translation Amortization Amount Trade names and trademarks $ 148,100 $ (554) $ 27,930 $ 119,616 Patented technology 16,126 108 8,274 7,960 Technology 13,000 — 1,589 11,411 Pool designs 13,628 (172) 2,738 10,718 Franchise relationships 1,187 140 1,286 41 Dealer relationships 197,376 39 58,517 138,898 Order backlog 1,600 — 1,600 — Non-competition agreements 2,476 — 2,371 105 $ 393,493 $ (439) $ 104,305 $ 288,749 Intangible assets, net as of December 31, 2022 consisted of the following (in thousands): December 31, 2022 Gross Foreign Carrying Currency Accumulated Net Amount Translation Amortization Amount Trade names and trademarks $ 148,100 $ (84) $ 22,982 $ 125,034 Patented technology 16,126 37 6,959 9,204 Technology 13,000 — 939 12,061 Pool designs 13,628 (10) 2,037 11,581 Franchise relationships 1,187 45 1,064 168 Dealer relationships 197,376 13 46,699 150,690 Order backlog 1,600 — 1,600 — Non-competition agreements 2,476 — 1,999 477 $ 393,493 $ 1 $ 84,279 $ 309,215 |
Schedule of estimated amortization expense related to definite-lived intangible assets | Estimated Future Amortization Year Ended Expense Remainder of fiscal 2023 $ 6,632 2024 25,708 2025 25,550 2026 25,550 2027 25,550 Thereafter 179,759 $ 288,749 |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
INVENTORIES, NET | |
Schedule of inventories, net | Inventories, net consisted of the following (in thousands): September 30, 2023 December 31, 2022 Raw materials $ 60,036 $ 95,388 Finished goods 43,188 69,832 $ 103,224 $ 165,220 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
LONG-TERM DEBT | |
Components of the Company's outstanding debt obligations | September 30, 2023 December 31, 2022 Term Loan $ 310,125 $ 322,562 Revolving Credit Facility — — Less: Unamortized discount and debt issuance costs (8,504) (9,681) Total debt 301,621 312,881 Less: Current portion of long-term debt (3,250) (3,250) Total long-term debt $ 298,371 $ 309,631 |
Principal payments due on the outstanding debt | Year Ended Term Loan Remainder of fiscal 2023 $ 813 2024 3,250 2025 3,250 2026 3,250 2027 3,250 Thereafter 296,312 $ 310,125 |
PRODUCT WARRANTIES (Tables)
PRODUCT WARRANTIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
PRODUCT WARRANTIES | |
Warranty reserve activity | The warranty reserve activity consisted of the following (in thousands): Three Fiscal Quarters Ended September 30, 2023 October 1, 2022 Balance at the beginning of the fiscal year $ 3,399 $ 4,909 Adjustments to reserve 4,737 5,479 Less: Settlements made (in cash or in kind) (4,724) (5,072) Balance at the end of the fiscal quarter $ 3,412 $ 5,316 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
LEASES | |
Summary of components of lease expense | Fiscal Quarter Ended Three Fiscal Quarters Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Operating lease expense $ 2,577 $ 2,295 $ 7,245 $ 6,799 Finance lease amortization of assets 199 21 465 28 Finance lease interest on lease liabilities 87 4 207 7 Short-term lease expense 96 58 246 90 Variable lease expense 315 141 910 445 Total lease expense $ 3,274 $ 2,519 $ 9,073 $ 7,369 |
Schedule of supplemental lease information | Operating and finance lease right-of-use assets and lease-related liabilities as of September 30, 2023 and December 31, 2022 were as follows (in thousands): September 30, 2023 December 31, 2022 Classification Lease right-of-use assets: Operating leases $ 31,934 $ 38,308 Operating lease right-of-use assets Finance leases 4,013 316 Other assets Total lease right-of-use assets $ 35,947 $ 38,624 Lease-related liabilities Current Operating leases $ 6,895 $ 6,923 Current operating lease liabilities Finance leases 703 105 Accrued expenses and other current liabilities Non-current Operating leases 26,121 32,391 Non-current operating lease liabilities Finance leases 3,402 193 Other long-term liabilities Total lease liabilities $ 37,121 $ 39,612 The table below presents supplemental information related to leases as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Weighted-average remaining lease term (years) Finance leases 5.5 2.8 Operating leases 5.9 6.5 Weighted-average discount rate Finance leases 8.2 % 5.4 % Operating leases 5.0 % 4.9 % The table below presents supplemental information related to the cash flows for operating leases recorded on the condensed consolidated statements of cash flows (in thousands): Three Fiscal Quarters Ended September 30, 2023 October 1, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 5,763 $ 5,249 |
Summary of maturities of operating lease liabilities | Operating Leases Finance Leases Total Remainder of fiscal 2023 $ 2,183 $ 253 $ 2,436 2024 8,108 1,013 9,121 2025 7,309 958 8,267 2026 5,789 865 6,654 2027 4,086 820 4,906 Thereafter 10,738 1,187 11,925 Total lease payments 38,213 5,096 43,309 Less: Interest (5,197) (991) (6,188) Present value of lease liability $ 33,016 $ 4,105 $ 37,121 |
NET SALES (Tables)
NET SALES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
NET SALES. | |
Summary of disaggregation of net sales by product line | The following table sets forth the Company’s disaggregation of net sales by product line (in thousands): Fiscal Quarter Ended Three Fiscal Quarters Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 In-ground Swimming Pools $ 82,884 $ 102,334 $ 252,029 $ 326,290 Covers 47,460 51,934 108,961 122,848 Liners 30,434 35,130 114,635 138,674 $ 160,778 $ 189,398 $ 475,625 $ 587,812 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
PROFITS INTEREST UNITS | |
Summary of stock-based compensation expense | Fiscal Quarter Ended Three Fiscal Quarters Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Cost of sales $ 143 $ 730 $ (57) $ 3,046 Selling, general, and administrative 2,211 6,331 14,944 37,369 $ 2,354 $ 7,061 $ 14,887 $ 40,415 |
Schedule of assumptions used to determine the fair value of option awards granted | The following table sets forth the significant assumptions used in the Black-Scholes option-pricing model on a weighted-average basis to determine the fair value of stock option awards granted: Three Fiscal Quarters Ended October 1, 2022 Risk-free interest rate 2.04 % Expected volatility 39.67 % Expected term (in years) 6.25 Expected dividend yield 0.00 % No The following table sets forth the significant assumptions used in the Black-Scholes option-pricing model on a weighted-average basis to determine the fair value of stock appreciation rights awards granted: Three Fiscal Quarters Ended September 30, 2023 Risk-free interest rate 3.45 % Expected volatility 40.29 % Expected term (in years) 6.25 Expected dividend yield 0.00 % |
Schedule of restricted stock awards | The following table represents the Company’s restricted stock awards activity during the three fiscal quarters ended September 30, 2023: Weighted- Average Grant- Shares Date Fair Value Outstanding at January 1, 2023 2,576,219 $ 19.00 Granted — — Vested (1,239,520) 19.00 Forfeited (155,450) 19.00 Outstanding at September 30, 2023 1,181,249 $ 19.00 |
Schedule of restricted stock units | The following table represents the Company’s restricted stock units activity during the three fiscal quarters ended September 30, 2023: Weighted- Average Grant- Shares Date Fair Value Outstanding at January 1, 2023 617,941 $ 8.37 Granted 2,232,040 3.23 Vested (243,420) 10.42 Forfeited (247,685) 3.94 Outstanding at September 30, 2023 2,358,876 $ 3.76 |
Schedule of stock option activity | The following table represents the Company’s stock option activity during the three fiscal quarters ended September 30, 2023: Weighted- Weighted- Average Average Exercise Price Remaining Aggregate Shares per Share Contract Term Intrinsic Value (in years) (in thousands) Outstanding at January 1, 2023 1,914,670 $ 14.85 Granted — — Exercised — — Forfeited (325,433) 11.80 Outstanding at September 30, 2023 1,589,237 $ 15.47 7.86 $ — Vested and expected to vest at September 30, 2023 1,589,237 $ 15.47 7.86 $ — Options exercisable at September 30, 2023 583,527 $ 16.58 7.13 $ — |
Schedule of stock appreciation rights activity | Weighted- Weighted- Average Average Exercise Price Remaining Aggregate Shares per Share Contract Term Intrinsic Value (in years) (in thousands) Outstanding at January 1, 2023 — $ — Granted 790,181 3.24 Exercised — — Forfeited (93,256) 3.24 Outstanding at September 30, 2023 696,925 $ 3.24 9.59 $ — Vested and expected to vest at September 30, 2023 696,925 $ 3.24 9.59 $ — Stock appreciation rights exercisable at September 30, 2023 — $ — — $ — |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
NET INCOME (LOSS) PER SHARE | |
Schedule of basic and diluted net income (loss) per share | Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data): Fiscal Quarter Ended Three Fiscal Quarters Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Numerator: Net income (loss) attributable to common stockholders $ 6,153 $ 11,876 $ (2,500) $ 13,339 Denominator: Weighted-average common shares outstanding Basic 113,538,533 113,171,655 112,629,851 113,521,425 Diluted 114,656,761 113,202,846 112,629,851 114,867,164 Net income (loss) per share attributable to common stockholders: Basic $ 0.05 $ 0.10 $ (0.02) $ 0.12 Diluted $ 0.05 $ 0.10 $ (0.02) $ 0.12 |
Schedule of antidilutive securities excluded from computation of diluted net income (loss) per share | Fiscal Quarter Ended Three Fiscal Quarters Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Restricted stock awards 64,329 3,842,873 909,375 1,280,958 Restricted stock units 57,885 212,183 220,255 108,570 Stock options 1,644,520 1,963,331 1,753,740 1,655,462 Stock appreciation rights 738,940 — 422,874 — |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair value of financial instruments (Details) - Level 2 - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Term loan | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amount | $ 301,621 | $ 312,881 |
Term loan | Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amount | 292,572 | 290,979 |
Interest Rate Swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of interest rate swap asset | $ 1,700 | $ 3,500 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
GOODWILL AND INTANGIBLE ASSETS, NET | ||
Goodwill | $ | $ 130,875 | $ 131,383 |
Number of reporting units | segment | 1 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 393,493 | $ 393,493 | $ 393,493 | ||
Foreign Currency Translation | (439) | (439) | 1 | ||
Accumulated Amortization | 104,305 | 104,305 | 84,279 | ||
Net Amount | 288,749 | 288,749 | 309,215 | ||
Amortization of Intangible Assets | 6,635 | $ 7,156 | 19,902 | $ 21,504 | |
Trade names and trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 148,100 | 148,100 | 148,100 | ||
Foreign Currency Translation | (554) | (554) | (84) | ||
Accumulated Amortization | 27,930 | 27,930 | 22,982 | ||
Net Amount | 119,616 | 119,616 | 125,034 | ||
Patented technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 16,126 | 16,126 | 16,126 | ||
Foreign Currency Translation | 108 | 108 | 37 | ||
Accumulated Amortization | 8,274 | 8,274 | 6,959 | ||
Net Amount | 7,960 | 7,960 | 9,204 | ||
Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 13,000 | 13,000 | 13,000 | ||
Accumulated Amortization | 1,589 | 1,589 | 939 | ||
Net Amount | 11,411 | 11,411 | 12,061 | ||
Pool designs | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 13,628 | 13,628 | 13,628 | ||
Foreign Currency Translation | (172) | (172) | (10) | ||
Accumulated Amortization | 2,738 | 2,738 | 2,037 | ||
Net Amount | 10,718 | 10,718 | 11,581 | ||
Franchise relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 1,187 | 1,187 | 1,187 | ||
Foreign Currency Translation | 140 | 140 | 45 | ||
Accumulated Amortization | 1,286 | 1,286 | 1,064 | ||
Net Amount | 41 | 41 | 168 | ||
Dealer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 197,376 | 197,376 | 197,376 | ||
Foreign Currency Translation | 39 | 39 | 13 | ||
Accumulated Amortization | 58,517 | 58,517 | 46,699 | ||
Net Amount | 138,898 | 138,898 | 150,690 | ||
Order backlog | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 1,600 | 1,600 | 1,600 | ||
Accumulated Amortization | 1,600 | 1,600 | 1,600 | ||
Non-competition agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 2,476 | 2,476 | 2,476 | ||
Accumulated Amortization | 2,371 | 2,371 | 1,999 | ||
Net Amount | $ 105 | $ 105 | $ 477 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of fiscal 2023 | $ 6,632 | |
2024 | 25,708 | |
2025 | 25,550 | |
2026 | 25,550 | |
2027 | 25,550 | |
Thereafter | 179,759 | |
Net Amount | $ 288,749 | $ 309,215 |
INVENTORIES, NET (Details)
INVENTORIES, NET (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
INVENTORIES, NET | ||
Raw materials | $ 60,036 | $ 95,388 |
Finished goods | 43,188 | 69,832 |
Inventory, Net, Total | $ 103,224 | $ 165,220 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Feb. 23, 2022 | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | |||
Gross debt | $ 310,125 | ||
Less: Unamortized discount and debt issuance costs | (8,504) | $ (9,681) | |
Total debt | 301,621 | 312,881 | |
Less: Current portion of long-term debt | (3,250) | (3,250) | |
Total long-term debt | 298,371 | 309,631 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | ||
Maximum borrowing capacity | $ 75,000 | 75,000 | |
Repayment of debt | $ 294,000 | ||
Term loan | |||
Debt Instrument [Line Items] | |||
Gross debt | $ 310,125 | $ 322,562 |
LONG-TERM DEBT - Revolving Cred
LONG-TERM DEBT - Revolving Credit Facility (Details) - Revolving Credit Facility - USD ($) $ in Millions | Feb. 23, 2022 | Sep. 30, 2023 |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 75 | $ 75 |
Commitment fee rate range, depending on leverage ratio | 0.375% | |
Debt issuance costs | $ 0.8 | |
Minimum | ||
Debt Instrument [Line Items] | ||
Commitment fee rate range, depending on leverage ratio | 0.25% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Commitment fee rate range, depending on leverage ratio | 0.50% | |
SOFR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.50% | |
Canadian Prime Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.50% | |
EURIBOR or AUD Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.50% |
LONG-TERM DEBT - Term Loan Faci
LONG-TERM DEBT - Term Loan Facility (Details) - USD ($) | 9 Months Ended | |||
Feb. 23, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Gross debt | $ 310,125,000 | |||
Amount outstanding, net of discount and issuance costs | 301,621,000 | $ 312,881,000 | ||
Discount and debt issuance costs | 8,504,000 | $ 9,681,000 | ||
Repayment of long term debt | 12,437,000 | $ 285,634,000 | ||
Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Principal payments calculated as percent of outstanding principal | 0.25% | |||
Mandatory prepayment rate as a percentage of excess cash flow | 50% | |||
Mandatory prepayment rate as a percentage of non-permitted indebtedness | 100% | |||
Debt issuance costs | 4,700,000 | |||
Unamortized discount | 3,800,000 | |||
Amount outstanding, net of discount and issuance costs | $ 301,600,000 | |||
Maximum borrowing capacity | $ 325,000,000 | |||
Effective interest rate | 10.26% | |||
Repayment amount to be paid quarterly | $ 812,500 | |||
Term Loan Facility | SOFR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.75% | |||
Term Loan Facility | SOFR | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 4% | |||
Term Loan Facility | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.75% | |||
Term Loan Facility | Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3% |
LONG-TERM DEBT - Interest rate
LONG-TERM DEBT - Interest rate swap (Details) - Interest Rate Swap - USD ($) $ in Millions | Mar. 10, 2023 | Feb. 28, 2022 |
Derivative [Line Items] | ||
Derivative notional amount | $ 161 | $ 200 |
SOFR | ||
Derivative [Line Items] | ||
Fixed borrowing rate | 4.3725% | 0.496% |
LONG-TERM DEBT - Principal paym
LONG-TERM DEBT - Principal payments due (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Principal payments due | |
Remainder of fiscal 2023 | $ 813 |
2024 | 3,250 |
2025 | 3,250 |
2026 | 3,250 |
2027 | 3,250 |
Thereafter | 296,312 |
Total payments due | $ 310,125 |
PRODUCT WARRANTIES (Details)
PRODUCT WARRANTIES (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Oct. 01, 2022 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance at the beginning of the fiscal year | $ 3,399 | $ 4,909 |
Adjustments to reserve | 4,737 | 5,479 |
Less: Settlements made (in cash or in kind) | (4,724) | (5,072) |
Balance at the end of the fiscal quarter | $ 3,412 | $ 5,316 |
LEASES - Lease expense (Details
LEASES - Lease expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||||||
Retained earnings | $ (57,068) | $ (57,068) | $ (54,568) | |||
Components of lease expense: | ||||||
Operating lease expense | 2,577 | $ 2,295 | 7,245 | $ 6,799 | ||
Finance lease amortization of assets | 199 | 21 | 465 | 28 | ||
Finance lease interest on lease liabilities | 87 | 4 | 207 | 7 | ||
Short-term lease expense | 96 | 58 | 246 | 90 | ||
Variable lease expense | 315 | 141 | 910 | 445 | ||
Total lease expense | $ 3,274 | $ 2,519 | $ 9,073 | $ 7,369 | ||
ASU 2016-02 | Adjustment | ||||||
Leases | ||||||
Retained earnings | $ (300) |
LEASES - Operating and finance
LEASES - Operating and finance lease right-of-use assets and liabilities and Supplemental information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | |
Lease right-of-use assets: | |||
Operating leases | $ 31,934 | $ 38,308 | |
Finance leases | $ 4,013 | 316 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets | ||
Total lease right-of-use assets | $ 35,947 | 38,624 | |
Lease-related liabilities | |||
Operating leases, Current | 6,895 | 6,923 | |
Finance leases, Current | $ 703 | 105 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | ||
Operating leases, Non-current | $ 26,121 | 32,391 | |
Finance leases, Non-current | $ 3,402 | 193 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | ||
Total finance lease liabilities | $ 37,121 | $ 39,612 | |
Weighted-average remaining lease term (years) | |||
Finance leases | 5 years 6 months | 2 years 9 months 18 days | |
Operating leases | 5 years 10 months 24 days | 6 years 6 months | |
Weighted-average discount rate | |||
Finance leases | 8.20% | 5.40% | |
Operating leases | 5% | 4.90% | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 5,763 | $ 5,249 |
LEASES - Maturities of operatin
LEASES - Maturities of operating lease liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
LEASES | ||
Remainder of fiscal 2023 | $ 2,183 | |
2024 | 8,108 | |
2025 | 7,309 | |
2026 | 5,789 | |
2027 | 4,086 | |
Thereafter | 10,738 | |
Total lease payments | 38,213 | |
Less: Interest | (5,197) | |
Present value of lease liability | 33,016 | |
Finance Leases | ||
Remainder of fiscal 2023 | 253 | |
2024 | 1,013 | |
2025 | 958 | |
2026 | 865 | |
2027 | 820 | |
Thereafter | 1,187 | |
Total lease payments | 5,096 | |
Less: Interest | (991) | |
Present value of lease liability | 4,105 | |
Total | ||
Remainder of fiscal 2023 | 2,436 | |
2024 | 9,121 | |
2025 | 8,267 | |
2026 | 6,654 | |
2027 | 4,906 | |
Thereafter | 11,925 | |
Total lease payments | 43,309 | |
Less: Interest | (6,188) | |
Present value of lease liability | $ 37,121 | $ 39,612 |
NET SALES (Details)
NET SALES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 160,778 | $ 189,398 | $ 475,625 | $ 587,812 |
In-ground Swimming Pools | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 82,884 | 102,334 | 252,029 | 326,290 |
Covers | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 47,460 | 51,934 | 108,961 | 122,848 |
Liners | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 30,434 | $ 35,130 | $ 114,635 | $ 138,674 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
INCOME TAXES | ||||
Effective income tax rate | 52.10% | 43.40% | 140.70% | 65.60% |
Tax benefit of release of uncertain tax position liability | $ 7.5 | |||
Gross tax benefit of release of uncertain tax position liability | 10.7 | |||
Tax expense from valuation allowance | $ 3.2 |
STOCKHOLDER'S EQUITY (Details)
STOCKHOLDER'S EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
May 10, 2022 | Jan. 11, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | Oct. 01, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Value of shares repurchased and retired | $ 257,663 | ||||||
Underwriting fees | $ 11,437 | ||||||
Repurchase Program | |||||||
Value of shares repurchased and retired | $ 15,000 | ||||||
Amount authorized | $ 100,000 | ||||||
Term of repurchase program | 3 years | ||||||
Amount remaining for repurchases | $ 77,000 | ||||||
Common Stock | |||||||
Proceeds from sale of common stock (in shares) | 13,800,000 | 13,800,000 | |||||
Offering price per share | $ 19.50 | ||||||
Value of shares repurchased and retired | $ 257,700 | $ 1 | |||||
Underwriting fees | $ 11,400 | ||||||
Number of shares repurchased and retired during the period | 13,800,000 | (13,800,244) | |||||
Common Stock | Repurchase Program | |||||||
Number of shares repurchased and retired during the period | (2,026,231) | ||||||
Common Stock | Underwriters Option | |||||||
Proceeds from sale of common stock (in shares) | 1,800,000 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Apr. 12, 2021 | Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | May 02, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for issuance | 21,170,212 | 21,170,212 | 8,000,000 | |||
Maximum grant date fair value of cash and equity awards that may be awarded to a non-employee director | $ 750,000 | |||||
Stock-based compensation expense | $ 2,354 | $ 7,061 | $ 14,887 | $ 40,415 | ||
Total unrecognized stock-based compensation expense | 11,200 | $ 11,200 | ||||
Total unrecognized stock-based compensation expense expected to be recognized over a weighted-average period | 1 year 3 months 18 days | |||||
Cost of sales | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 143 | 730 | $ (57) | 3,046 | ||
Selling, general and administrative expense | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 2,211 | $ 6,331 | $ 14,944 | $ 37,369 |
STOCK-BASED COMPENSATION - Weig
STOCK-BASED COMPENSATION - Weighted average basis for fair value option award granted (Details) | 9 Months Ended | |
Sep. 30, 2023 | Oct. 01, 2022 | |
PROFITS INTEREST UNITS | ||
Risk-free interest rate | 3.45% | 2.04% |
Expected volatility | 40.29% | 39.67% |
Expected term (in years) | 6 years 3 months | 6 years 3 months |
Expected dividend yield | 0% | 0% |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Awards (Details) - Restricted stock awards | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Shares | |
Balance at beginning | shares | 2,576,219 |
Granted | shares | |
Vested | shares | (1,239,520) |
Forfeited | shares | (155,450) |
Balance at ending | shares | 1,181,249 |
Weighted-Average Grant Date Fair Value | |
Balance at beginning | $ / shares | $ 19 |
Granted | $ / shares | |
Vested | $ / shares | 19 |
Forfeited | $ / shares | 19 |
Balance at ending | $ / shares | $ 19 |
STOCK-BASED COMPENSATION - Re_2
STOCK-BASED COMPENSATION - Restricted Stock Units (Details) - Restricted stock units | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Shares | |
Balance at beginning | shares | 617,941 |
Granted | shares | 2,232,040 |
Vested | shares | (243,420) |
Forfeited | shares | (247,685) |
Balance at ending | shares | 2,358,876 |
Weighted-Average Grant Date Fair Value | |
Balance at beginning | $ / shares | $ 8.37 |
Granted | $ / shares | 3.23 |
Vested | $ / shares | 10.42 |
Forfeited | $ / shares | 3.94 |
Balance at ending | $ / shares | $ 3.76 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Options (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Apr. 01, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Employee Stock Option [Member] | ||||
Shares | ||||
Outstanding at the beginning | 1,914,670 | 1,914,670 | ||
Granted | 0 | |||
Forfeited | (325,433) | |||
Outstanding at the end | 1,589,237 | 1,589,237 | 1,914,670 | |
Vested and expected to vest | 1,589,237 | 1,589,237 | ||
Options exercisable at the end | 583,527 | 583,527 | ||
Weighted-Average Exercise Price per Share | ||||
Outstanding at the beginning (in dollars per share) | $ 14.85 | $ 14.85 | ||
Forfeited (in dollars per share) | 11.80 | |||
Outstanding at the end (in dollars per share) | $ 15.47 | 15.47 | $ 14.85 | |
Vested and expected to vest at the end (in dollars per share) | 15.47 | 15.47 | ||
Options exercisable at the end (in dollars per share) | $ 16.58 | $ 16.58 | ||
Weighted-Average Remaining Contract Term | ||||
Outstanding at the end (in years) | 7 years 10 months 9 days | 0 years | ||
Vested and expected to vest at the end (in years) | 7 years 10 months 9 days | |||
Options exercisable at the end (in years) | 0 years | |||
Options exercisable at the end (in dollars) | ||||
Stock Appreciation Rights (SARs) | ||||
Shares | ||||
Granted | 0 | 790,181 | 790,181 | |
Forfeited | (93,256) | |||
Outstanding at the end | 696,925 | 696,925 | ||
Vested and expected to vest | 696,925 | 696,925 | ||
Weighted-Average Exercise Price per Share | ||||
Granted (in dollars per share) | $ 3.24 | $ 3.24 | ||
Forfeited (in dollars per share) | 3.24 | |||
Outstanding at the end (in dollars per share) | $ 3.24 | 3.24 | ||
Vested and expected to vest at the end (in dollars per share) | $ 3.24 | $ 3.24 | ||
Weighted-Average Remaining Contract Term | ||||
Outstanding at the end (in years) | 9 years 7 months 2 days | |||
Vested and expected to vest at the end (in years) | 9 years 7 months 2 days | |||
Options exercisable at the end (in years) | 0 years |
NET INCOME (LOSS) PER SHARE (De
NET INCOME (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Jul. 01, 2023 | Apr. 01, 2023 | Oct. 01, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | |
Numerator: | |||||||||
Net income (loss) attributable to common stockholders | $ 6,153 | $ 5,715 | $ (14,368) | $ 11,876 | $ 4,303 | $ (2,840) | $ (2,500) | $ 13,339 | |
Weighted-average common shares outstanding | |||||||||
Basic | 113,538,533 | 113,171,655 | 112,629,851 | 113,521,425 | |||||
Diluted | 114,656,761 | 113,202,846 | 112,629,851 | 114,867,164 | |||||
Net income (loss) per share attributable to common stockholders: | |||||||||
Basic | $ 0.05 | $ 0.10 | $ (0.02) | $ 0.12 | |||||
Diluted | $ 0.05 | $ 0.10 | $ (0.02) | $ 0.12 | |||||
Common stock issued and outstanding for accounting purposes | 113,574,696 | 113,574,696 | 112,091,756 | ||||||
Restricted stock awards | |||||||||
Net income (loss) per share attributable to common stockholders: | |||||||||
Potentially dilutive securities outstanding | 64,329 | 3,842,873 | 909,375 | 1,280,958 | |||||
Restricted stock units | |||||||||
Net income (loss) per share attributable to common stockholders: | |||||||||
Potentially dilutive securities outstanding | 57,885 | 212,183 | 220,255 | 108,570 | |||||
Employee Stock Option | |||||||||
Net income (loss) per share attributable to common stockholders: | |||||||||
Potentially dilutive securities outstanding | 1,644,520 | 1,963,331 | 1,753,740 | 1,655,462 | |||||
Stock appreciation rights | |||||||||
Net income (loss) per share attributable to common stockholders: | |||||||||
Potentially dilutive securities outstanding | 738,940 | 422,874 |
RELATED PARTY TRANSACTIONS - Br
RELATED PARTY TRANSACTIONS - Bright AI Services (Details) - Bright AI Services - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Accounts payable | $ 0 | $ 0.4 |
Development Of Internal Use Software | ||
Related Party Transaction [Line Items] | ||
Costs incurred | $ 0.8 | $ 0.2 |
RELATED PARTY TRANSACTIONS - Ex
RELATED PARTY TRANSACTIONS - Expense Reimbursement (Details) - Management Fee Arrangement - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | |
Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Reimbursements to related party of out-of-pocket costs or expenses | $ 0 | $ 0.2 | $ 0 | $ 0.2 | |
Sponsor | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Amounts payable | 0.1 | 0.1 | $ 0.1 | ||
Wynnchurch Capital, L.P. | |||||
Related Party Transaction [Line Items] | |||||
Reimbursements to related party of out-of-pocket costs or expenses | 0 | $ 0.1 | 0.2 | $ 0.1 | |
Amounts payable | $ 0 | $ 0 | $ 0 |
RESTRUCTURING COSTS (Details)
RESTRUCTURING COSTS (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
RESTRUCTURING COSTS | ||||
Restructuring costs | $ 1.8 | |||
Severance costs | 1 | |||
Other restructuring costs | 0.8 | |||
Exit or disposal cost | $ 0.3 | $ 0 | ||
Subsequent Event | ||||
RESTRUCTURING COSTS | ||||
Other restructuring costs | $ 1 | |||
Severance and related costs | ||||
RESTRUCTURING COSTS | ||||
Employee related costs | $ 2.8 | $ 2.8 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jul. 01, 2023 | Apr. 01, 2023 | Oct. 01, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ 6,153 | $ 5,715 | $ (14,368) | $ 11,876 | $ 4,303 | $ (2,840) | $ (2,500) | $ 13,339 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |