Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40208 | |
Entity Registrant Name | Hayward Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-2060643 | |
Entity Address, Address Line One | 1415 Vantage Park Drive | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Charlotte | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 28203 | |
City Area Code | 704 | |
Local Phone Number | 285-5445 | |
Title of 12(b) Security | Common stock, $.001 per share | |
Trading Symbol | HAYW | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 213,699,058 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001834622 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 244,245 | $ 56,177 |
Accounts receivable, net of allowances of $3,027 and $3,937, respectively | 125,493 | 209,109 |
Inventories, net | 221,450 | 283,658 |
Prepaid expenses | 12,756 | 14,981 |
Income tax receivable | 23,224 | 27,173 |
Other current assets | 15,729 | 21,186 |
Total current assets | 642,897 | 612,284 |
Property, plant, and equipment, net of accumulated depreciation of $92,163 and $84,119, respectively | 159,527 | 149,828 |
Goodwill | 932,216 | 932,396 |
Trademark | 736,000 | 736,000 |
Customer relationships, net | 211,727 | 230,503 |
Other intangibles, net | 97,595 | 106,673 |
Other non-current assets | 103,120 | 107,329 |
Total assets | 2,883,082 | 2,875,013 |
Current liabilities | ||
Current portion of the long-term debt | 14,646 | 14,531 |
Accounts payable | 47,616 | 54,022 |
Accrued expenses and other liabilities | 135,620 | 163,283 |
Income taxes payable | 0 | 574 |
Total current liabilities | 197,882 | 232,410 |
Long-term debt, net | 1,080,259 | 1,085,055 |
Deferred tax liabilities, net | 258,514 | 264,111 |
Other non-current liabilities | 66,093 | 70,403 |
Total liabilities | 1,602,748 | 1,651,979 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity | ||
Preferred stock, $0.001 par value, 100,000,000 authorized, no shares issued or outstanding as of September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock $0.001 par value, 750,000,000 authorized; 242,356,177 issued and 213,689,808 outstanding at September 30, 2023; 240,529,150 issued and 211,862,781 outstanding at December 31, 2022 | 243 | 241 |
Additional paid-in capital | 1,078,200 | 1,069,878 |
Common stock in treasury; 28,666,369 and 28,666,369 at September 30, 2023 and December 31, 2022, respectively | (357,637) | (357,415) |
Retained earnings | 549,873 | 500,222 |
Accumulated other comprehensive income | 9,655 | 10,108 |
Total stockholders’ equity | 1,280,334 | 1,223,034 |
Total liabilities, redeemable stock, and stockholders’ equity | $ 2,883,082 | $ 2,875,013 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 3,027 | $ 3,937 |
Property, plant, and equipment, accumulated depreciation | $ 92,163 | $ 84,119 |
Preferred shares par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock issued (in shares) | 242,356,177 | 240,529,150 |
Common stock outstanding (in shares) | 213,689,808 | 211,862,781 |
Common treasury stock (in shares) | 28,666,369 | 28,666,369 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 220,304 | $ 245,267 | $ 713,983 | $ 1,055,169 |
Cost of sales | 114,893 | 137,483 | 374,171 | 567,626 |
Gross profit | 105,411 | 107,784 | 339,812 | 487,543 |
Selling, general, and administrative expense | 59,454 | 50,493 | 172,057 | 188,297 |
Research, development, and engineering expense | 6,177 | 6,142 | 19,027 | 16,411 |
Acquisition and restructuring related expense | 3,348 | 2,288 | 6,220 | 9,499 |
Amortization of intangible assets | 7,523 | 8,521 | 22,777 | 23,828 |
Operating income | 28,909 | 40,340 | 119,731 | 249,508 |
Interest expense, net | 17,448 | 13,938 | 55,939 | 35,105 |
Other (income) expense, net | 1,932 | (234) | 1,798 | 3,056 |
Total other expense | 19,380 | 13,704 | 57,737 | 38,161 |
Income from operations before income taxes | 9,529 | 26,636 | 61,994 | 211,347 |
Provision (benefit) for income taxes | (2,259) | 3,549 | 12,343 | 47,968 |
Net income | $ 11,788 | $ 23,087 | $ 49,651 | $ 163,379 |
Earnings per share | ||||
Basic (in usd per share) | $ 0.06 | $ 0.11 | $ 0.23 | $ 0.74 |
Diluted (in usd per share) | $ 0.05 | $ 0.10 | $ 0.23 | $ 0.70 |
Weighted average common shares outstanding | ||||
Basic (in shares) | 213,416,502 | 212,905,429 | 212,933,763 | 222,009,824 |
Diluted (in shares) | 220,863,228 | 222,006,615 | 220,634,232 | 232,131,395 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 11,788 | $ 23,087 | $ 49,651 | $ 163,379 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments, gross | (5,235) | (15,589) | (1,625) | (27,069) |
Foreign currency translation adjustments, taxes | 0 | 0 | 0 | 0 |
Foreign currency translation adjustments, net | (5,235) | (15,589) | (1,625) | (27,069) |
Change in fair value of derivatives, gross | 961 | 19,053 | 1,562 | 33,805 |
Change in fair value of derivatives, taxes | (240) | (4,763) | (390) | (8,451) |
Change in fair value of derivatives, net | 721 | 14,290 | 1,172 | 25,354 |
Comprehensive income | $ 7,274 | $ 21,788 | $ 49,198 | $ 161,664 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Changes in Redeemable Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2021 | 233,056,799 | |||||
Beginning balance at Dec. 31, 2021 | $ 1,369,513 | $ 238 | $ 1,058,724 | $ (14,066) | $ 320,875 | $ 3,742 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 74,032 | 74,032 | ||||
Stock-based compensation | 1,641 | 1,641 | ||||
Issuance of common stock for compensation plans (in shares) | 403,158 | |||||
Issuance of Common Stock for compensation plans | 428 | $ 1 | 427 | |||
Repurchase of stock (in shares) | (4,080,000) | |||||
Repurchase of stock | (80,807) | (80,807) | ||||
Other comprehensive loss (income) | 8,113 | 8,113 | ||||
Ending balance (in shares) at Apr. 02, 2022 | 229,379,957 | |||||
Ending balance at Apr. 02, 2022 | 1,372,920 | $ 239 | 1,060,792 | (94,873) | 394,907 | 11,855 |
Beginning balance (in shares) at Dec. 31, 2021 | 233,056,799 | |||||
Beginning balance at Dec. 31, 2021 | 1,369,513 | $ 238 | 1,058,724 | (14,066) | 320,875 | 3,742 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 163,379 | |||||
Ending balance (in shares) at Oct. 01, 2022 | 211,276,558 | |||||
Ending balance at Oct. 01, 2022 | 1,196,261 | $ 240 | 1,067,148 | (357,408) | 484,254 | 2,027 |
Beginning balance (in shares) at Apr. 02, 2022 | 229,379,957 | |||||
Beginning balance at Apr. 02, 2022 | 1,372,920 | $ 239 | 1,060,792 | (94,873) | 394,907 | 11,855 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 66,260 | 66,260 | ||||
Stock-based compensation | 1,991 | 1,991 | ||||
Issuance of common stock for compensation plans (in shares) | 748,247 | |||||
Issuance of Common Stock for compensation plans | 1,331 | $ 1 | 1,330 | |||
Repurchase of stock (in shares) | (14,441,118) | |||||
Repurchase of stock | (212,352) | (212,352) | ||||
Other comprehensive loss (income) | (8,529) | (8,529) | ||||
Ending balance (in shares) at Jul. 02, 2022 | 215,687,086 | |||||
Ending balance at Jul. 02, 2022 | 1,221,621 | $ 240 | 1,064,113 | (307,225) | 461,167 | 3,326 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 23,087 | 23,087 | ||||
Stock-based compensation | 2,155 | 2,155 | ||||
Issuance of common stock for compensation plans (in shares) | 359,306 | |||||
Issuance of Common Stock for compensation plans | 880 | 880 | ||||
Repurchase of stock (in shares) | (4,769,834) | |||||
Repurchase of stock | (50,183) | (50,183) | ||||
Other comprehensive loss (income) | (1,299) | (1,299) | ||||
Ending balance (in shares) at Oct. 01, 2022 | 211,276,558 | |||||
Ending balance at Oct. 01, 2022 | $ 1,196,261 | $ 240 | 1,067,148 | (357,408) | 484,254 | 2,027 |
Beginning balance (in shares) at Dec. 31, 2022 | 211,862,781 | 211,862,781 | ||||
Beginning balance at Dec. 31, 2022 | $ 1,223,034 | $ 241 | 1,069,878 | (357,415) | 500,222 | 10,108 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 8,410 | 8,410 | ||||
Stock-based compensation | 2,047 | 2,047 | ||||
Issuance of common stock for compensation plans (in shares) | 912,288 | |||||
Issuance of Common Stock for compensation plans | 570 | $ 1 | 569 | |||
Repurchase of stock | (9) | (9) | ||||
Other comprehensive loss (income) | (3,933) | (3,933) | ||||
Ending balance (in shares) at Apr. 01, 2023 | 212,775,069 | |||||
Ending balance at Apr. 01, 2023 | $ 1,230,119 | $ 242 | 1,072,494 | (357,424) | 508,632 | 6,175 |
Beginning balance (in shares) at Dec. 31, 2022 | 211,862,781 | 211,862,781 | ||||
Beginning balance at Dec. 31, 2022 | $ 1,223,034 | $ 241 | 1,069,878 | (357,415) | 500,222 | 10,108 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | $ 49,651 | |||||
Ending balance (in shares) at Sep. 30, 2023 | 213,689,808 | 213,689,808 | ||||
Ending balance at Sep. 30, 2023 | $ 1,280,334 | $ 243 | 1,078,200 | (357,637) | 549,873 | 9,655 |
Beginning balance (in shares) at Apr. 01, 2023 | 212,775,069 | |||||
Beginning balance at Apr. 01, 2023 | 1,230,119 | $ 242 | 1,072,494 | (357,424) | 508,632 | 6,175 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 29,453 | 29,453 | ||||
Stock-based compensation | 2,099 | 2,099 | ||||
Issuance of common stock for compensation plans (in shares) | 231,354 | |||||
Issuance of Common Stock for compensation plans | 156 | 156 | ||||
Other comprehensive loss (income) | 7,994 | 7,994 | ||||
Ending balance (in shares) at Jul. 01, 2023 | 213,006,423 | |||||
Ending balance at Jul. 01, 2023 | 1,269,821 | $ 242 | 1,074,749 | (357,424) | 538,085 | 14,169 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 11,788 | 11,788 | ||||
Stock-based compensation | 2,555 | 2,555 | ||||
Issuance of common stock for compensation plans (in shares) | 683,385 | |||||
Issuance of Common Stock for compensation plans | 897 | $ 1 | 896 | |||
Repurchase of stock | (213) | (213) | ||||
Other comprehensive loss (income) | $ (4,514) | (4,514) | ||||
Ending balance (in shares) at Sep. 30, 2023 | 213,689,808 | 213,689,808 | ||||
Ending balance at Sep. 30, 2023 | $ 1,280,334 | $ 243 | $ 1,078,200 | $ (357,637) | $ 549,873 | $ 9,655 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Oct. 01, 2022 | |
Cash flows from operating activities | ||
Net income | $ 49,651 | $ 163,379 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation | 13,018 | 13,931 |
Amortization of intangible assets | 27,803 | 28,437 |
Amortization of deferred debt issuance fees | 3,458 | 2,312 |
Stock-based compensation | 6,701 | 5,787 |
Deferred income taxes | (5,965) | (4,221) |
Allowance for bad debts | (906) | 869 |
Loss on disposal of property, plant and equipment | 945 | 5,550 |
Changes in operating assets and liabilities | ||
Accounts receivable | 85,216 | 96,874 |
Inventories | 61,715 | (70,469) |
Other current and non-current assets | 9,500 | (16,902) |
Accounts payable | (6,265) | (24,472) |
Accrued expenses and other liabilities | (27,934) | (57,411) |
Net cash provided by operating activities | 216,937 | 143,664 |
Cash flows from investing activities | ||
Purchases of property, plant, and equipment | (22,623) | (23,533) |
Acquisitions, net of cash acquired | 0 | (61,337) |
Proceeds from sale of property, plant, and equipment | 13 | 4 |
Net cash used by investing activities | (22,610) | (84,866) |
Cash flows from financing activities | ||
Proceeds from revolving credit facility | 144,100 | 150,000 |
Payments on revolving credit facility | (144,100) | (50,000) |
Proceeds from issuance of long-term debt | 3,320 | 0 |
Payments of long-term debt | (9,325) | (7,500) |
Proceeds from issuance of short-term notes payable | 6,130 | 8,119 |
Payments of short-term notes payable | (5,174) | (2,849) |
Purchase of common stock for treasury | (222) | (343,319) |
Other, net | 73 | (398) |
Net cash used by financing activities | (5,198) | (245,947) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (1,061) | (5,740) |
Change in cash and cash equivalents and restricted cash | 188,068 | (192,889) |
Cash and cash equivalents and restricted cash, beginning of period | 56,177 | 265,796 |
Cash and cash equivalents and restricted cash, end of period | 244,245 | 72,907 |
Supplemental disclosures of cash flow information | ||
Cash paid-interest | 56,438 | 32,725 |
Cash paid-income taxes | 14,913 | 93,503 |
Equipment financed under finance leases | $ 0 | $ 1,603 |
Nature of Operations and Organi
Nature of Operations and Organization | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Organization | Hayward Holdings, Inc. (“Holdings,” the “Company,” “we” or “us”) is a global designer and manufacturer of pool and outdoor living technology. The Company has seven manufacturing facilities worldwide, which are located in North Carolina, Tennessee, Rhode Island, Spain (three) and China, and other facilities in the United States, Canada, France and Australia. Cash flow is impacted by the seasonality of the swimming pool business. Cash flow is usually higher in the second and third quarters d ue to terms of sale to our customers. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of such information. All such adjustments are of a normal recurring nature. Certain information and note disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), have been condensed or omitted pursuant to such rules and regulations. These interim financial statements should be read in conjunction with the Company’s annual consolidated financial statements and notes thereto for the fiscal year ended December 31, 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results for any subsequent periods or the entire fiscal year ending December 31, 2023. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified for comparative purposes to conform to the current presentation. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue The following table disaggregates net sales between product groups and geographic regions, respectively (in thousands): Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Product groups Residential pool $ 198,073 $ 223,661 $ 646,608 $ 990,693 Commercial pool 9,518 8,370 30,595 27,262 Industrial flow control 12,713 13,236 36,780 37,214 Total $ 220,304 $ 245,267 $ 713,983 $ 1,055,169 Geographic United States $ 174,317 $ 190,849 $ 543,471 $ 795,781 Canada 10,754 12,825 41,655 96,269 Europe 17,495 18,674 72,705 100,062 Rest of World 17,738 22,919 56,152 63,057 Total international 45,987 54,418 170,512 259,388 Total $ 220,304 $ 245,267 $ 713,983 $ 1,055,169 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories, net, consist of the following (in thousands): September 30, 2023 December 31, 2022 Raw materials $ 97,984 $ 133,516 Work in progress 15,600 16,467 Finished goods 107,866 133,675 Total $ 221,450 $ 283,658 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | 5. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of the following (in thousands): September 30, 2023 December 31, 2022 Selling, promotional and advertising $ 39,710 $ 47,511 Warranty reserve 17,036 19,652 Employee compensation and benefits 15,062 18,955 Inventory purchases 14,639 24,154 Insurance reserve 9,997 9,987 Operating lease liability - short term 7,907 8,749 Freight 4,305 3,820 Short-term notes payable 4,012 3,056 Business restructuring costs 3,647 2,337 Deferred income 3,107 7,178 Professional fees 2,368 1,543 Payroll taxes 619 1,404 Other accrued liabilities 13,211 14,937 Total $ 135,620 $ 163,283 The Company offers warranties on certain of its products and records an accrual for estimated future claims. Such accruals are based on historical experience and management’s estimate of the level of future claims. The following table summarizes the warranty reserve activities (in thousands): Balance at December 31, 2022 $ 19,652 Accrual for warranties issued during the period 5,424 Payments (7,076) Balance at April 1, 2023 18,000 Accrual for warranties issued during the period 10,135 Payments (11,309) Balance at July 1, 2023 16,826 Accrual for warranties issued during the period 16,382 Payments (16,172) Balance at September 30, 2023 $ 17,036 Balance at December 31, 2021 $ 24,174 Accrual for warranties issued during the period 9,413 Payments (6,399) Balance at April 2, 2022 27,188 Accrual for warranties issued during the period 8,784 Payments (9,053) Balance at July 2, 2022 26,919 Accrual for warranties issued during the period 6,199 Payments (12,594) Balance at October 1, 2022 $ 20,524 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes The Company’s effective tax rate for the three months ended September 30, 2023 and October 1, 2022 was (23.7)% and 13.3%, respectively, after discrete items. The change in the Company’s effective tax rate was primarily due to the exercise of stock options, the release of the valuation allowance against foreign tax credit carryovers and prior period return to provision adjustments. The Company’s effective tax rate for the nine months ended September 30, 2023 and October 1, 2022 was 19.9% and 22.7%, respectively, after discrete items. The change in the Company’s effective tax rate was primarily due to the exercise of stock options, the release of the valuation allowance against foreign tax credit carryovers and prior period return to provision adjustments, partially offset by the recognition of withholding taxes on the accumulated earnings of one of the Company’s subsidiaries due to a change in its indefinite reinvestment assertion with respect to that jurisdiction. The Company will recognize a tax benefit in the financial statements for an uncertain tax position only if the Company’s assessment is that the position is “more likely than not” (i.e., a likelihood greater than 50 percent) to be allowed by the tax jurisdiction based solely on the technical merits of the position. The term “tax position” refers to a position in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities for financial reporting purposes. There were no uncertain tax positions at September 30, 2023 or October 1, 2022. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. Management evaluates the need for valuation allowances on the deferred tax assets according to the provisions of ASC 740, Income Taxes . In making this determination, the Company assesses all available evidence (positive and negative) including recent earnings, internally-prepared income tax projections, and historical financial performance. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 7. Long-Term Debt Long-term debt, net, consists of the following (in thousands): September 30, 2023 December 31, 2022 First Lien Term Facility, due May 28, 2028 $ 977,500 $ 985,000 Incremental B First Lien Term Facility, due May 28, 2028 123,750 124,688 ABL Revolving Credit Facility — — Other bank debt 7,028 4,593 Finance lease obligations 5,212 6,728 Subtotal 1,113,490 1,121,009 Less: Current portion of the long-term debt (14,646) (14,531) Less: Unamortized debt issuance costs (18,585) (21,423) Total $ 1,080,259 $ 1,085,055 On May 22, 2023, the Company entered into the Fifth Amendment (the “Fifth Amendment”) to the Company’s First Lien Credit Agreement (the “First Lien Term Facility”) to replace the LIBOR based reference rate with an adjusted term Secured Overnight Financing Rate (“SOFR”). The First Lien Term Facility bears interest at a rate equal to a base rate or SOFR, plus, in either case, an applicable margin. In the case of SOFR tranches, the applicable margin is 2.75% per annum with a 0.50% floor, with a stepdown to 2.50% per annum with a 0.50% floor when net secured leverage as defined in the First Lien Credit Agreement is less than 2.5x. |
Derivatives and Hedging Transac
Derivatives and Hedging Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Transactions | 8. Derivatives and Hedging Transactions The Company holds derivative financial instruments for the purpose of hedging the risks of certain identifiable and anticipated transactions. In general, the types of risks hedged are those relating to the variability of future earnings and cash flows caused by movements in foreign currency exchange rates and interest rates. In hedging these transactions, the Company holds the following types of derivatives in the normal course of business. Interest Rate Swap Agreements The Company enters into interest rate swap agreements designated as cash flow hedges to manage its interest rate risk related to its variable rate debt obligations. As cash flow hedges, unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The interest rate swap agreements are highly cor related to the changes in interest rates to which the Company is exposed. Unrealized gains and losses on these instruments have been designated as effective and as such, the related gains or losses have been recorded as a component of accumulated other comprehensive income, net of tax. Other comprehensive income or loss is reclassified into current period income when the hedged interest expense affects earnings. As of September 30, 2023 and October 1, 2022, the Company was a party to interest rate swap agreements of a notional amount of $600.0 million and $500.0 million, respectively. During the three months ended July 1, 2023 and concurrent with the Fifth Amendment to the First Lien Credit Agreement, the Company contemporaneously entered into new interest rate swap agreements to align our interest rate swaps with the designated reference rate effectuated by the Fifth Amendment to the First Lien Term Facility. Foreign Exchange Contracts The Company enters into foreign exchange contracts to manage risks associated with foreign currency transactions and future variability of intercompany cash flows arising from those transactions that may be adversely affected by changes in exchange rates. These contracts are marked-to-market with the resulting gains and losses recognized in earnings. For the three months ended September 30, 2023 and October 1, 2022, the Company recognized $1.2 million and $4.5 million of income, respectively, and for the nine months ended September 30, 2023 and October 1, 2022, the Company recognized $0.3 million of expense and $3.1 million of income, respectively, in Other (income) expense, net, related to foreign exchange contracts. Th e following table s ummarizes the gross fair values and location of the significant derivative instruments within Company’s unaudited condensed consolidated balance sheets (in thousands): Other Current Assets Other Non-Current Assets Accrued Expenses and Other Liabilities Other Current Assets Other Non-Current Assets Accrued Expenses and Other Liabilities September 30, 2023 December 31, 2022 Interest rate swaps $ — $ 33,238 $ — $ — $ 31,676 $ — Foreign exchange contracts 901 — 35 1,450 — 232 Total $ 901 $ 33,238 $ 35 $ 1,450 $ 31,676 $ 232 The following tables present the effects of derivative instruments by contract type in accumulated other comprehensive income ( “ AOCI ” ) in the Company ’ s unaudited condensed consolidated statements of comprehensive income (in thousands): Gain (Loss) Recognized in AOCI (1) Gain (Loss) Reclassified From AOCI to Earnings (2) Location of Gain (Loss) Reclassified from AOCI into Earnings Three Months Ended Three Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Interest rate swaps (3) $ 5,244 $ 14,290 $ 4,284 $ 122 Interest expense, net (1) The tax expense on the gain (loss) recognized in AOCI for the the three months ended September 30, 2023 and October 1, 2022 was $0.2 million and $4.8 million, respectively. (2) The tax expense on the gain (loss) reclassified from AOCI to earnings for the the three months ended September 30, 2023 and October 1, 2022 was $1.1 million and zero, respectively. (3) The Company estimates that $17.7 million of unrealized gains will be reclassified from AOCI into earnings in the next twelve months. Gain (Loss) Recognized in AOCI (1) Gain (Loss) Reclassified From AOCI to Earnings (2) Location of Gain (Loss) Reclassified from AOCI into Earnings Nine Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Interest rate swaps $ 12,753 $ 25,354 $ 11,191 $ (2,127) Interest expense, net (1) The tax expense on the gain (loss) recognized in AOCI for the the nine months ended September 30, 2023 and October 1, 2022 was $0.4 million and $8.5 million, respectively. (2) The tax expense and benefit, respectively, on the gain (loss) reclassified from AOCI to earnings for the the nine months ended September 30, 2023 and October 1, 2022 was $2.8 million and $0.5 million, respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value Measurements The Company is required to disclose the estimated fair values of all financial instruments, even if they are not carried at their fair value. The fair values of financial instruments are estimates based upon market conditions and perceived risks. These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities. The Company’s financial instruments include cash and cash equivalents, accounts receivable, and accounts payable. The carrying amount of these instruments approximate fair value because of their short-term nature. The Company’s interest rate swaps and foreign exchange contracts are measured in the financial statements at fair value on a recurring basis. The fair values of these instruments are estimated using industry standard valuation models using market-based observable inputs, including interest rate curves. These instruments are customary, over-the-counter contracts with various bank counterparties that are not traded in active markets. Accordingly, the fair value measurements of the interest rate swaps and foreign exchange contracts are categorized as Level 2. As of September 30, 2023, the Company’s long-term debt instruments had a carrying value of $1,101.3 million (excluding finance leases, the ABL Facility, and other bank debt) and a fair value of approximately $1,092.4 million. As of December 31, 2022, the Company’s long-term debt instruments had a carrying value of $1,109.7 million and a fair value of approximately $1,071.5 million. The estimated fair value of the long-term debt is based on observable quoted prices in active markets for similar liabilities and is classified as a Level 2 input. The fair value of the ABL Facility approximates its carrying value. |
Segments and Related Informatio
Segments and Related Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segments and Related Information | 10. Segments and Related Information The Company’s operational and management structure is aligned to its key geographies and go-to market strategy resulting in two reportable segments: North America (“NAM”) and Europe & Rest of World (“E&RW”). Operating segments have not been aggregated to form the reportable segments. The Company determined its reportable segments based on how the Company’s Chief Operating Decision Maker (“CODM”) reviews the Company’s operating results in assessing performance and allocating resources. The CODM reviews net sales, gross profit and segment income for each of the reportable segments. Gross profit is defined as net sales less cost of sales incurred by the segment. The CODM does not evaluate reportable segments using asset information as these are managed on an enterprise-wide basis. Segment income is defined as segment net sales less cost of sales, segment selling, general, and administrative expenses (“SG&A”) and research, development, and engineering expense (“RD&E”), excluding segment acquisition and restructuring related expense as well as amortization of intangible assets recorded within segment SG&A expense. The accounting policies of the segments are the same as those of Holdings. The North America segment manufactures and sells residential and commercial swimming pool equipment and supplies as well as equipment that controls the flow of fluids. This segment is composed of three reporting units. The Europe & Rest of World segment manufactures and sells residential and commercial swimming pool equipment and supplies. This segment is composed of two reporting units. The Company sells its products primarily through distributors and retailers. Financial information by reportable segment, net of intercompany transactions, is included in the following summary (in thousands): Three Months Ended Three Months Ended September 30, 2023 October 1, 2022 North America Europe & Rest of World Total North America Europe & Rest of World Total External net sales $ 185,070 $ 35,234 $ 220,304 $ 203,674 $ 41,593 $ 245,267 Segment income 40,108 6,413 46,521 48,704 8,789 57,493 Capital expenditures (1) 6,524 120 6,644 8,035 387 8,422 Depreciation and amortization (1)(2) 5,765 246 6,011 3,853 196 4,049 Intersegment sales 1,734 79 1,813 3,759 47 3,806 Nine Months Ended Nine Months Ended September 30, 2023 October 1, 2022 North America Europe & Rest of World Total North America Europe & Rest of World Total External net sales $ 585,126 $ 128,857 $ 713,983 $ 892,050 $ 163,119 $ 1,055,169 Segment income 144,346 25,647 169,993 267,854 38,990 306,844 Capital expenditures (1) 21,110 1,082 22,192 18,611 1,977 20,588 Depreciation and amortization (1)(2) 16,978 694 17,672 17,044 571 17,615 Intersegment sales 9,453 187 9,640 27,437 401 27,838 (1) Capital expenditures and depreciation associated with Corporate are not included in these totals. (2) Amortization expense excluded from segment income is not included in these totals. The following table presents a reconciliation of segment income to income from operations before income taxes (in thousands): Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Total segment income $ 46,521 $ 57,493 $ 169,993 $ 306,844 Corporate expense, net 6,741 6,344 21,265 24,009 Acquisition and restructuring related expense 3,348 2,288 6,220 9,499 Amortization of intangible assets 7,523 8,521 22,777 23,828 Operating income 28,909 40,340 119,731 249,508 Interest expense, net 17,448 13,938 55,939 35,105 Other (income) expense, net 1,932 (234) 1,798 3,056 Total other expense 19,380 13,704 57,737 38,161 Income from operations before income taxes $ 9,529 $ 26,636 $ 61,994 $ 211,347 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Earnings Per Share The following table sets forth the computation of basic and diluted net income per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Net income attributable to common stockholders $ 11,788 $ 23,087 $ 49,651 $ 163,379 Weighted average number of common shares outstanding, basic 213,416,502 212,905,429 212,933,763 222,009,824 Effect of dilutive securities (a) 7,446,726 9,101,186 7,700,469 10,121,571 Weighted average number of common shares outstanding, diluted 220,863,228 222,006,615 220,634,232 232,131,395 Earnings per share attributable to common stockholders, basic $ 0.06 $ 0.11 $ 0.23 $ 0.74 Earnings per share attributable to common stockholders, diluted $ 0.05 $ 0.10 $ 0.23 $ 0.70 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Litigation The Company is involved in litigation arising in the normal course of business. Where appropriate, these matters have been submitted to the Company’s insurance carrier. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. It is not possible to quantify the ultimate liability, if any, in these matters. On August 2, 2023, a securities class action complaint was filed in the United States District Court for the District of New Jersey against the Company and certain of its current directors and officers (Kevin Holleran and Eifion Jones) and MSD Partners and CCMP Capital Advisors, LP on behalf of a putative class of stockholders who acquired shares of our common stock between March 2, 2022 and July 27, 2022. That action is captioned City of Southfield Fire and Police Retirement System vs. Hayward Holdings, Inc., et al. , 2:23-cv-04146-WJM-ESK (D.N.J.) (“City of Southfield”). On September 28, 2023, a second, related securities class action complaint was filed in the United States District Court for the District of New Jersey against the Company and certain of its current directors and officers (Kevin Holleran and Eifion Jones) and MSD Partners and CCMP Capital Advisors, LP on behalf of a putative class of stockholders who acquired shares of our common stock between October 27, 2021 and July 28, 2022. That action is captioned Erie County Employees’ Retirement System vs. Hayward Holdings, Inc., et al. , 2:23-cv-04146-WJM-ESK (D.N.J.) (“Erie County”). The plaintiff in the Erie County action has sought that its action be consolidated with the City of Southfield action. The complaints filed in both actions allege, among other things, that the Company and certain of its current directors and officers violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by, among other things, making materially false or misleading statements regarding growth and demand trends following our initial public offering in March 2021. The complaints seek unspecified monetary damages on behalf of the putative classes and an award of costs and expenses, including reasonable attorneys’ fees. We intend to defend the claims in both actions vigorously, and are unable to estimate the potential loss or range of loss, if any, associated with this, or any similar, lawsuit. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | 13. Leases The Company’s operating and finance lease portfolio is described in Note 15. Leases of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022. Supplemental cash flow information related to leases was as follows (in thousands): Nine Months Ended September 30, 2023 October 1, 2022 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 885 $ 11,941 Finance leases — 1,531 Supplemental balance sheet information related to leases was as follows (in thousands): September 30, 2023 December 31, 2022 Operating leases Other non-current assets $ 59,699 $ 65,495 Accrued expenses and other liabilities 7,907 8,749 Other non-current liabilities 59,682 64,800 Total operating lease liabilities 67,589 73,549 Finance leases Property, plant and equipment 10,802 10,879 Accumulated depreciation (2,229) (1,991) Property, plant and equipment, net 8,573 8,888 Current maturities of long-term debt 1,893 2,206 Long-term debt 3,319 4,522 Total finance lease liabilities $ 5,212 $ 6,728 |
Leases | 13. Leases The Company’s operating and finance lease portfolio is described in Note 15. Leases of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022. Supplemental cash flow information related to leases was as follows (in thousands): Nine Months Ended September 30, 2023 October 1, 2022 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 885 $ 11,941 Finance leases — 1,531 Supplemental balance sheet information related to leases was as follows (in thousands): September 30, 2023 December 31, 2022 Operating leases Other non-current assets $ 59,699 $ 65,495 Accrued expenses and other liabilities 7,907 8,749 Other non-current liabilities 59,682 64,800 Total operating lease liabilities 67,589 73,549 Finance leases Property, plant and equipment 10,802 10,879 Accumulated depreciation (2,229) (1,991) Property, plant and equipment, net 8,573 8,888 Current maturities of long-term debt 1,893 2,206 Long-term debt 3,319 4,522 Total finance lease liabilities $ 5,212 $ 6,728 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | 14. Stockholders’ Equity Preferred Stock The Company’s Second Restated Certificate of Incorporation authorizes the Company to issue up to 100,000,000 shares of preferred stock, $0.001 value per share, all of which is undesignated. Common Stock The Company’s Second Restated Certificate of Incorporation authorizes the Company to issue up to 750,000,000 shares of Common Stock, $0.001 value per share. Each share of Common Stock is entitled to one vote on all matters submitted to a vote of the Company’s stockholders. The holders of Common Stock are entitled to receive dividends, if any, as may be declared by the Board of Directors. Dividends paid For the three and nine months ended September 30, 2023 and October 1, 2022 no dividends were declared or paid to the Company’s common stockholders. Share Repurchase Program The Board of Directors authorized the Company’s share repurchase program (the “Share Repurchase Program”) such that the Company is authorized to repurchase from time to time up to an aggregate of $450 million of its outstanding shares of common stock, which authorization expires on July 26, 2025. The Company had no repurchases of its common stock in the quarter ended September 30, 2023. As of September 30, 2023, $400.0 million remained available for additional share repurchases under the program. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 15. Stock-based Compensation Stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations for equity-classified stock-based awards for the three and nine months ended September 30, 2023 was $2.6 million, and $6.7 million, respectively, and $2.2 million and $5.8 million, respectively, for the three and nine months ended October 1, 2022. The Company has established two equity incentive plans, the 2021 Equity Incentive Plan and the 2017 Equity Incentive Plan. The Company no longer issues awards under the 2017 Equity Incentive Plan. 2021 Equity Incentive Plan In March 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”). Under the 2021 Plan, up to 13,737,500 shares of common stock may be granted to employees, directors and consultants in the form of stock options, restricted stock units and other stock-based awards. The terms of awards granted under the 2021 Plan are determined by the Compensation Committee of the Board of Directors, subject to the provisions of the 2021 Plan. Options granted under the 2021 Plan expire no later than ten years from the date of grant. Options and time-based restricted stock units granted under the 2021 Plan generally vest ratably over a three-year period and performance-based restricted stock units vest at the end of three years subject to the performance criteria. During the nine months ended September 30, 2023, the Company granted 737,907 options, 503,443 time-based restricted stock units and 147,792 performance-based restricted stock units under the 2021 Plan with a weighted-average grant-date fair value per share of $4.73, $11.86 and $11.81 respectively. The Company determined the fair value of granted stock options at the date of grant using the Black-Scholes option-pricing model. The principal assumptions used in the Black-Scholes option-pricing model for the stock options granted on March 2, 2023 were as follows: March 2, 2023 Risk-free interest rate 4.28 % Expected life in years 6 Expected dividend yield — % Expected volatility 32.46 % The risk-free interest rate was based on the U.S. Treasury yield curve at date of grant over the expected term of these stock options. The expected volatility was based upon comparable public company historical volatility. The expected life was based on the average of the weighted-average vesting period and the contractual term of the stock option awards by utilizing the “simplified method”, as prescribed in the SEC’s Staff Accounting Bulletin (SAB) No. 107, as the Company does not have sufficient available historical data to estimate the expected term of these stock option awards. |
Acquisitions and Restructuring
Acquisitions and Restructuring | 9 Months Ended |
Sep. 30, 2023 | |
Acquisition, Restructuring and Related Activities [Abstract] | |
Acquisitions and Restructuring | 16. Acquisitions and Restructuring Acquisition and restructuring related expense, net consists of the following (in thousands): Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Business restructuring costs $ 3,348 $ 2,288 $ 5,426 $ 6,276 Acquisition transaction and integration costs — — 794 3,223 Total $ 3,348 $ 2,288 $ 6,220 $ 9,499 On March 29, 2021, the Company announced the relocation of its corporate office functions to Charlotte, North Carolina from Berkeley Heights, New Jersey. As of September 30, 2023, the Company has largely completed the relocation. The estimated severance and retention costs pertaining to this relocation are approximately $6.3 million. The impacted employees must remain with the Company through their planned exit date to receive each of the severance and retention amounts. Such costs are accounted for in accordance with ASC 420, Exit or Disposal Cost Obligations . The Company incurred approximately $2.1 million of expense related to the relocation during the nine months ended September 30, 2023. During the third quarter of 2022, the Company initiated an enterprise cost reduction program to address the current market dynamics and maintain the Company’s strong financial metrics. The initial focus was on a reduction of variable costs with specific attention to eliminating cost inefficiencies in our supply chain and reducing variable labor in our production cost base. In addition to these variable cost reductions, the Company identified structural selling, general and administrative cost reduction opportunities with initial savings commencing in the third quarter of 2022. For the nine months ended September 30, 2023, the Company incurred $1.3 million of expense related to the cost reduction program. These include severance and employee benefit costs, as well as other direct separation benefit costs. During the third quarter of 2023, the Company initiated programs to centralize and consolidate operations and professional services in Europe. For the three months ended September 30, 2023, the Company incurred $1.9 million of expense related to the programs, which include severance and employee benefit costs, as well as other direct separation benefit costs. The following tables summarize the status of the Company’s restructuring related expense and related liability balances (in thousands): 2023 Activity Liability as of December 31, 2022 Costs Recognized Cash Payments Liability as of September 30, 2023 One-time termination benefits $ 2,422 $ 4,894 $ (3,731) $ 3,585 Facility-related — — — — Other — 532 (470) 62 Total $ 2,422 $ 5,426 $ (4,201) $ 3,647 2022 Activity Liability as of December 31, 2021 Costs Recognized Cash Payments Liability as of October 1, 2022 One-time termination benefits $ 1,035 $ 3,609 $ (2,677) $ 1,967 Facility-related 27 337 (364) — Other (1) 4,374 2,330 (4,981) 1,723 Total $ 5,436 $ 6,276 $ (8,022) $ 3,690 (1) “Other” restructuring related expense primarily consists of expenses pertaining to the relocation of the corporate headquarters. Restructuring costs are included within acquisition and restructuring related costs on the Company’s unaudited condensed consolidated statements of operations, while the restructuring liability is included as a component of accrued expenses and other liabilities on the Company’s unaudited condensed consolidated balance sheets. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 17. Related-Party Transactions During the three and nine months ended September 30, 2023, the Company did not incur any significant related party transactions. During the nine months ended October 1, 2022, as part of the Company’s previously announced $450 million share repurchase program, the Company agreed to repurchase shares of common stock under two separate agreements from certain affiliates of one of the Company’s then-controlling stockholders, CCMP Capital Advisors, LP (“CCMP”). First, the Company agreed on January 24, 2022 to repurchase 4.08 million shares at a price per share of $19.80, for an aggregate consideration of approximately $81 million. The price per share was approved by an independent committee of the Board of Directors and is the same price at which certain affiliates of the Company’s then-controlling stockholders sold their shares in a block trade in compliance with Rule 144. Closing of this share repurchase occurred on March 11, 2022. Second, on May 2, 2022, the Company agreed to purchase 8.0 million shares being sold as part of an underwritten offering (the “Underwritten Offering”) by certain affiliates of CCMP, at a price per share of approximately $13.88, for an aggregate consideration of approximately $111 million. The price per share was approved by an independent committee of the Board of Directors and is the same price at which the underwriters agreed to purchase shares from the selling stockholders in the Underwritten Offering. Closing of this share repurchase occurred on May 5, 2022. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ 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 | $ 11,788 | $ 29,453 | $ 8,410 | $ 23,087 | $ 66,260 | $ 74,032 | $ 49,651 | $ 163,379 |
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 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of such information. All such adjustments are of a normal recurring nature. Certain information and note disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), have been condensed or omitted pursuant to such rules and regulations. These interim financial statements should be read in conjunction with the Company’s annual consolidated financial statements and notes thereto for the fiscal year ended December 31, 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results for any subsequent periods or the entire fiscal year ending December 31, 2023. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified for comparative purposes to conform to the current presentation. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Net Sales by Product Groups | The following table disaggregates net sales between product groups and geographic regions, respectively (in thousands): Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Product groups Residential pool $ 198,073 $ 223,661 $ 646,608 $ 990,693 Commercial pool 9,518 8,370 30,595 27,262 Industrial flow control 12,713 13,236 36,780 37,214 Total $ 220,304 $ 245,267 $ 713,983 $ 1,055,169 Geographic United States $ 174,317 $ 190,849 $ 543,471 $ 795,781 Canada 10,754 12,825 41,655 96,269 Europe 17,495 18,674 72,705 100,062 Rest of World 17,738 22,919 56,152 63,057 Total international 45,987 54,418 170,512 259,388 Total $ 220,304 $ 245,267 $ 713,983 $ 1,055,169 |
Schedule of Net Sales by Geographic Destinations | The following table disaggregates net sales between product groups and geographic regions, respectively (in thousands): Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Product groups Residential pool $ 198,073 $ 223,661 $ 646,608 $ 990,693 Commercial pool 9,518 8,370 30,595 27,262 Industrial flow control 12,713 13,236 36,780 37,214 Total $ 220,304 $ 245,267 $ 713,983 $ 1,055,169 Geographic United States $ 174,317 $ 190,849 $ 543,471 $ 795,781 Canada 10,754 12,825 41,655 96,269 Europe 17,495 18,674 72,705 100,062 Rest of World 17,738 22,919 56,152 63,057 Total international 45,987 54,418 170,512 259,388 Total $ 220,304 $ 245,267 $ 713,983 $ 1,055,169 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories, Net | Inventories, net, consist of the following (in thousands): September 30, 2023 December 31, 2022 Raw materials $ 97,984 $ 133,516 Work in progress 15,600 16,467 Finished goods 107,866 133,675 Total $ 221,450 $ 283,658 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities and Other Current Liabilities | Accrued expenses and other liabilities consist of the following (in thousands): September 30, 2023 December 31, 2022 Selling, promotional and advertising $ 39,710 $ 47,511 Warranty reserve 17,036 19,652 Employee compensation and benefits 15,062 18,955 Inventory purchases 14,639 24,154 Insurance reserve 9,997 9,987 Operating lease liability - short term 7,907 8,749 Freight 4,305 3,820 Short-term notes payable 4,012 3,056 Business restructuring costs 3,647 2,337 Deferred income 3,107 7,178 Professional fees 2,368 1,543 Payroll taxes 619 1,404 Other accrued liabilities 13,211 14,937 Total $ 135,620 $ 163,283 |
Schedule of Change in Warranty Reserve | The following table summarizes the warranty reserve activities (in thousands): Balance at December 31, 2022 $ 19,652 Accrual for warranties issued during the period 5,424 Payments (7,076) Balance at April 1, 2023 18,000 Accrual for warranties issued during the period 10,135 Payments (11,309) Balance at July 1, 2023 16,826 Accrual for warranties issued during the period 16,382 Payments (16,172) Balance at September 30, 2023 $ 17,036 Balance at December 31, 2021 $ 24,174 Accrual for warranties issued during the period 9,413 Payments (6,399) Balance at April 2, 2022 27,188 Accrual for warranties issued during the period 8,784 Payments (9,053) Balance at July 2, 2022 26,919 Accrual for warranties issued during the period 6,199 Payments (12,594) Balance at October 1, 2022 $ 20,524 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt, net, consists of the following (in thousands): September 30, 2023 December 31, 2022 First Lien Term Facility, due May 28, 2028 $ 977,500 $ 985,000 Incremental B First Lien Term Facility, due May 28, 2028 123,750 124,688 ABL Revolving Credit Facility — — Other bank debt 7,028 4,593 Finance lease obligations 5,212 6,728 Subtotal 1,113,490 1,121,009 Less: Current portion of the long-term debt (14,646) (14,531) Less: Unamortized debt issuance costs (18,585) (21,423) Total $ 1,080,259 $ 1,085,055 |
Derivatives and Hedging Trans_2
Derivatives and Hedging Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Effect of Derivative Instruments in the Statement of Financial Position and Operations and Comprehensive Income (Loss) | Th e following table s ummarizes the gross fair values and location of the significant derivative instruments within Company’s unaudited condensed consolidated balance sheets (in thousands): Other Current Assets Other Non-Current Assets Accrued Expenses and Other Liabilities Other Current Assets Other Non-Current Assets Accrued Expenses and Other Liabilities September 30, 2023 December 31, 2022 Interest rate swaps $ — $ 33,238 $ — $ — $ 31,676 $ — Foreign exchange contracts 901 — 35 1,450 — 232 Total $ 901 $ 33,238 $ 35 $ 1,450 $ 31,676 $ 232 The following tables present the effects of derivative instruments by contract type in accumulated other comprehensive income ( “ AOCI ” ) in the Company ’ s unaudited condensed consolidated statements of comprehensive income (in thousands): Gain (Loss) Recognized in AOCI (1) Gain (Loss) Reclassified From AOCI to Earnings (2) Location of Gain (Loss) Reclassified from AOCI into Earnings Three Months Ended Three Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Interest rate swaps (3) $ 5,244 $ 14,290 $ 4,284 $ 122 Interest expense, net (1) The tax expense on the gain (loss) recognized in AOCI for the the three months ended September 30, 2023 and October 1, 2022 was $0.2 million and $4.8 million, respectively. (2) The tax expense on the gain (loss) reclassified from AOCI to earnings for the the three months ended September 30, 2023 and October 1, 2022 was $1.1 million and zero, respectively. (3) The Company estimates that $17.7 million of unrealized gains will be reclassified from AOCI into earnings in the next twelve months. Gain (Loss) Recognized in AOCI (1) Gain (Loss) Reclassified From AOCI to Earnings (2) Location of Gain (Loss) Reclassified from AOCI into Earnings Nine Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Interest rate swaps $ 12,753 $ 25,354 $ 11,191 $ (2,127) Interest expense, net (1) The tax expense on the gain (loss) recognized in AOCI for the the nine months ended September 30, 2023 and October 1, 2022 was $0.4 million and $8.5 million, respectively. (2) The tax expense and benefit, respectively, on the gain (loss) reclassified from AOCI to earnings for the the nine months ended September 30, 2023 and October 1, 2022 was $2.8 million and $0.5 million, respectively. |
Segments and Related Informat_2
Segments and Related Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The Company sells its products primarily through distributors and retailers. Financial information by reportable segment, net of intercompany transactions, is included in the following summary (in thousands): Three Months Ended Three Months Ended September 30, 2023 October 1, 2022 North America Europe & Rest of World Total North America Europe & Rest of World Total External net sales $ 185,070 $ 35,234 $ 220,304 $ 203,674 $ 41,593 $ 245,267 Segment income 40,108 6,413 46,521 48,704 8,789 57,493 Capital expenditures (1) 6,524 120 6,644 8,035 387 8,422 Depreciation and amortization (1)(2) 5,765 246 6,011 3,853 196 4,049 Intersegment sales 1,734 79 1,813 3,759 47 3,806 Nine Months Ended Nine Months Ended September 30, 2023 October 1, 2022 North America Europe & Rest of World Total North America Europe & Rest of World Total External net sales $ 585,126 $ 128,857 $ 713,983 $ 892,050 $ 163,119 $ 1,055,169 Segment income 144,346 25,647 169,993 267,854 38,990 306,844 Capital expenditures (1) 21,110 1,082 22,192 18,611 1,977 20,588 Depreciation and amortization (1)(2) 16,978 694 17,672 17,044 571 17,615 Intersegment sales 9,453 187 9,640 27,437 401 27,838 (1) Capital expenditures and depreciation associated with Corporate are not included in these totals. (2) Amortization expense excluded from segment income is not included in these totals. The following table presents a reconciliation of segment income to income from operations before income taxes (in thousands): Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Total segment income $ 46,521 $ 57,493 $ 169,993 $ 306,844 Corporate expense, net 6,741 6,344 21,265 24,009 Acquisition and restructuring related expense 3,348 2,288 6,220 9,499 Amortization of intangible assets 7,523 8,521 22,777 23,828 Operating income 28,909 40,340 119,731 249,508 Interest expense, net 17,448 13,938 55,939 35,105 Other (income) expense, net 1,932 (234) 1,798 3,056 Total other expense 19,380 13,704 57,737 38,161 Income from operations before income taxes $ 9,529 $ 26,636 $ 61,994 $ 211,347 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net income per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Net income attributable to common stockholders $ 11,788 $ 23,087 $ 49,651 $ 163,379 Weighted average number of common shares outstanding, basic 213,416,502 212,905,429 212,933,763 222,009,824 Effect of dilutive securities (a) 7,446,726 9,101,186 7,700,469 10,121,571 Weighted average number of common shares outstanding, diluted 220,863,228 222,006,615 220,634,232 232,131,395 Earnings per share attributable to common stockholders, basic $ 0.06 $ 0.11 $ 0.23 $ 0.74 Earnings per share attributable to common stockholders, diluted $ 0.05 $ 0.10 $ 0.23 $ 0.70 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease, Cost | Supplemental cash flow information related to leases was as follows (in thousands): Nine Months Ended September 30, 2023 October 1, 2022 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 885 $ 11,941 Finance leases — 1,531 |
Schedule of Assets and Liabilities, Lessee | Supplemental balance sheet information related to leases was as follows (in thousands): September 30, 2023 December 31, 2022 Operating leases Other non-current assets $ 59,699 $ 65,495 Accrued expenses and other liabilities 7,907 8,749 Other non-current liabilities 59,682 64,800 Total operating lease liabilities 67,589 73,549 Finance leases Property, plant and equipment 10,802 10,879 Accumulated depreciation (2,229) (1,991) Property, plant and equipment, net 8,573 8,888 Current maturities of long-term debt 1,893 2,206 Long-term debt 3,319 4,522 Total finance lease liabilities $ 5,212 $ 6,728 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Option Pricing Model for Stock Options Granted | The principal assumptions used in the Black-Scholes option-pricing model for the stock options granted on March 2, 2023 were as follows: March 2, 2023 Risk-free interest rate 4.28 % Expected life in years 6 Expected dividend yield — % Expected volatility 32.46 % |
Acquisitions and Restructuring
Acquisitions and Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Acquisition, Restructuring and Related Activities [Abstract] | |
Schedule of Acquisition and Restructuring Related Expense | Acquisition and restructuring related expense, net consists of the following (in thousands): Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Business restructuring costs $ 3,348 $ 2,288 $ 5,426 $ 6,276 Acquisition transaction and integration costs — — 794 3,223 Total $ 3,348 $ 2,288 $ 6,220 $ 9,499 |
Schedule of Charges for Facility Closure and Other One Time Termination Benefits | The following tables summarize the status of the Company’s restructuring related expense and related liability balances (in thousands): 2023 Activity Liability as of December 31, 2022 Costs Recognized Cash Payments Liability as of September 30, 2023 One-time termination benefits $ 2,422 $ 4,894 $ (3,731) $ 3,585 Facility-related — — — — Other — 532 (470) 62 Total $ 2,422 $ 5,426 $ (4,201) $ 3,647 2022 Activity Liability as of December 31, 2021 Costs Recognized Cash Payments Liability as of October 1, 2022 One-time termination benefits $ 1,035 $ 3,609 $ (2,677) $ 1,967 Facility-related 27 337 (364) — Other (1) 4,374 2,330 (4,981) 1,723 Total $ 5,436 $ 6,276 $ (8,022) $ 3,690 (1) “Other” restructuring related expense primarily consists of expenses pertaining to the relocation of the corporate headquarters. |
Nature of Operations and Orga_2
Nature of Operations and Organization (Details) | Sep. 30, 2023 manufacturing_facility |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of manufacturing facilities | 7 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Revenue from External Customer [Line Items] | ||||
Net sales | $ 220,304 | $ 245,267 | $ 713,983 | $ 1,055,169 |
United States | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 174,317 | 190,849 | 543,471 | 795,781 |
Total international | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 45,987 | 54,418 | 170,512 | 259,388 |
Canada | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 10,754 | 12,825 | 41,655 | 96,269 |
Europe | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 17,495 | 18,674 | 72,705 | 100,062 |
Rest of World | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 17,738 | 22,919 | 56,152 | 63,057 |
Residential pool | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 198,073 | 223,661 | 646,608 | 990,693 |
Commercial pool | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 9,518 | 8,370 | 30,595 | 27,262 |
Industrial flow control | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | $ 12,713 | $ 13,236 | $ 36,780 | $ 37,214 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 97,984 | $ 133,516 |
Work in progress | 15,600 | 16,467 |
Finished goods | 107,866 | 133,675 |
Total | $ 221,450 | $ 283,658 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jul. 01, 2023 | Apr. 01, 2023 | Dec. 31, 2022 | Oct. 01, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||||||||
Selling, promotional and advertising | $ 39,710 | $ 47,511 | ||||||
Warranty reserve | 17,036 | $ 16,826 | $ 18,000 | 19,652 | $ 20,524 | $ 26,919 | $ 27,188 | $ 24,174 |
Employee compensation and benefits | 15,062 | 18,955 | ||||||
Inventory purchases | 14,639 | 24,154 | ||||||
Insurance reserve | 9,997 | 9,987 | ||||||
Operating lease liability - short term | 7,907 | 8,749 | ||||||
Freight | 4,305 | 3,820 | ||||||
Short-term notes payable | 4,012 | 3,056 | ||||||
Business restructuring costs | 3,647 | 2,337 | ||||||
Deferred income | 3,107 | 7,178 | ||||||
Professional fees | 2,368 | 1,543 | ||||||
Payroll taxes | 619 | 1,404 | ||||||
Other accrued liabilities | 13,211 | 14,937 | ||||||
Accrued expenses and other liabilities | $ 135,620 | $ 163,283 |
Accrued Expenses and Other Li_4
Accrued Expenses and Other Liabilities - Warranty Reserve (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2023 | Jul. 01, 2023 | Apr. 01, 2023 | Oct. 01, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||||
Beginning balance | $ 16,826 | $ 18,000 | $ 19,652 | $ 26,919 | $ 27,188 | $ 24,174 |
Accrual for warranties issued during the period | 16,382 | 10,135 | 5,424 | 6,199 | 8,784 | 9,413 |
Payments | (16,172) | (11,309) | (7,076) | (12,594) | (9,053) | (6,399) |
Ending balance | $ 17,036 | $ 16,826 | $ 18,000 | $ 20,524 | $ 26,919 | $ 27,188 |
Accrued Expenses and Other Li_5
Accrued Expenses and Other Liabilities - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Payables and Accruals [Abstract] | ||||
Warranty expense | $ 16.4 | $ 6.2 | $ 31.9 | $ 24.4 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | (23.70%) | 13.30% | 19.90% | 22.70% |
Uncertain tax positions reserve | $ 0 | $ 0 | $ 0 | $ 0 |
Long-Term Debt - Schedule Of Lo
Long-Term Debt - Schedule Of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Other bank debt | $ 7,028 | $ 4,593 |
Finance lease obligations | 5,212 | 6,728 |
Subtotal | 1,113,490 | 1,121,009 |
Less: Current portion of the long-term debt | (14,646) | (14,531) |
Less: Unamortized debt issuance costs | (18,585) | (21,423) |
Long-term debt, net | 1,080,259 | 1,085,055 |
Term Loan | First Lien Term Facility, due May 28, 2028 | ||
Line of Credit Facility [Line Items] | ||
Long-term debt, gross | 977,500 | 985,000 |
Term Loan | Incremental B First Lien Term Facility, due May 28, 2028 | ||
Line of Credit Facility [Line Items] | ||
Long-term debt, gross | 123,750 | 124,688 |
Revolving Credit Facility | ABL Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Long-term debt, gross | $ 0 | $ 0 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - Term Loan - First Lien Term Facility, Due May 28, 2028 | 1 Months Ended | |
May 22, 2023 | Apr. 30, 2023 | |
Line of Credit Facility [Line Items] | ||
Secured leverage ratio | 2.5 | |
Leverage ratio threshold for mandatory prepayment of zero | 2.5 | |
Leverage ratio threshold for mandatory prepayment of fifty percent | 3 | |
Secured Overnight Financing Rate (SOFR) | Debt Instrument Covenant Period One | ||
Line of Credit Facility [Line Items] | ||
Basis spread | 2.75% | |
Secured Overnight Financing Rate (SOFR) | Debt Instrument Covenant Period Two | ||
Line of Credit Facility [Line Items] | ||
Basis spread | 2.50% | |
Minimum | ||
Line of Credit Facility [Line Items] | ||
Mandatory annual prepayment, percentage of excess cash | 0% | |
Minimum | Secured Overnight Financing Rate (SOFR) | Debt Instrument Covenant Period One | ||
Line of Credit Facility [Line Items] | ||
Basis spread | 0.50% | |
Minimum | Secured Overnight Financing Rate (SOFR) | Debt Instrument Covenant Period Two | ||
Line of Credit Facility [Line Items] | ||
Basis spread | 0.50% | |
Maximum | ||
Line of Credit Facility [Line Items] | ||
Mandatory annual prepayment, percentage of excess cash | 50% |
Derivatives and Hedging Trans_3
Derivatives and Hedging Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Derivative [Line Items] | ||||
Other income (expense) | $ (1,932) | $ 234 | $ (1,798) | $ (3,056) |
Interest Rate Swap | Cash Flow Hedging | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | 600,000 | 500,000 | 600,000 | 500,000 |
Foreign Exchange Contracts | ||||
Derivative [Line Items] | ||||
Other income (expense) | $ 1,200 | $ 4,500 | $ (300) | $ 3,100 |
Derivatives and Hedging Trans_4
Derivatives and Hedging Transactions - Gross Fair Values and Location of Derivative Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Other Assets | $ 901 | $ 1,450 |
Other Current Assets | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Other Assets | 0 | 0 |
Other Current Assets | Foreign exchange contracts | ||
Derivatives, Fair Value [Line Items] | ||
Other Assets | 901 | 1,450 |
Other Non-Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Other Assets | 33,238 | 31,676 |
Other Non-Current Assets | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Other Assets | 33,238 | 31,676 |
Other Non-Current Assets | Foreign exchange contracts | ||
Derivatives, Fair Value [Line Items] | ||
Other Assets | 0 | 0 |
Accrued Expenses and Other Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Accrued Expenses and Other Liabilities | 35 | 232 |
Accrued Expenses and Other Liabilities | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Accrued Expenses and Other Liabilities | 0 | 0 |
Accrued Expenses and Other Liabilities | Foreign exchange contracts | ||
Derivatives, Fair Value [Line Items] | ||
Accrued Expenses and Other Liabilities | $ 35 | $ 232 |
Derivatives and Hedging Trans_5
Derivatives and Hedging Transactions - Effects of Derivative Instruments by Contract Type in AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Tax expense on the gain (loss) reclassified from AOCI to earnings | $ 1,100 | $ 0 | ||
Interest Expense | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain (Loss) Recognized in AOCI, Interest rate swaps | 5,244 | 14,290 | $ 12,753 | $ 25,354 |
Gain (Loss) Reclassified From AOCI to Earnings, Interest rate swaps | 4,284 | 122 | 11,191 | (2,127) |
Tax expense on the gain (loss) recognized in AOCI | 200 | 4,800 | 400 | 8,500 |
Tax expense on the gain (loss) reclassified from AOCI to earnings | $ 2,800 | $ (500) | ||
Cash flow hedge gain to be reclassified within 12 months | $ 17,700 | $ 17,700 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Level 2, Fair Value Inputs - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Debt Instrument [Line Items] | ||
Long term debt | $ 1,101.3 | $ 1,109.7 |
Fair Value | ||
Debt Instrument [Line Items] | ||
Long term debt | $ 1,092.4 | $ 1,071.5 |
Segments and Related Informat_3
Segments and Related Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 reporting_unit segment | |
Revenue, Major Customer [Line Items] | |
Number of reportable segments | segment | 2 |
North America Segment | |
Revenue, Major Customer [Line Items] | |
Number of reporting units | 3 |
Europe and Rest of World Segment | |
Revenue, Major Customer [Line Items] | |
Number of reporting units | 2 |
Segments and Related Informat_4
Segments and Related Information - Financial Information by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Revenue, Major Customer [Line Items] | ||||
External net sales | $ 220,304 | $ 245,267 | $ 713,983 | $ 1,055,169 |
Segment income | 28,909 | 40,340 | 119,731 | 249,508 |
Operating Segments | ||||
Revenue, Major Customer [Line Items] | ||||
External net sales | 220,304 | 245,267 | 713,983 | 1,055,169 |
Segment income | 46,521 | 57,493 | 169,993 | 306,844 |
Capital expenditures | 6,644 | 8,422 | 22,192 | 20,588 |
Depreciation and amortization | 6,011 | 4,049 | 17,672 | 17,615 |
Intersegment sales | ||||
Revenue, Major Customer [Line Items] | ||||
External net sales | 1,813 | 3,806 | 9,640 | 27,838 |
North America | Operating Segments | ||||
Revenue, Major Customer [Line Items] | ||||
External net sales | 185,070 | 203,674 | 585,126 | 892,050 |
Segment income | 40,108 | 48,704 | 144,346 | 267,854 |
Capital expenditures | 6,524 | 8,035 | 21,110 | 18,611 |
Depreciation and amortization | 5,765 | 3,853 | 16,978 | 17,044 |
North America | Intersegment sales | ||||
Revenue, Major Customer [Line Items] | ||||
External net sales | 1,734 | 3,759 | 9,453 | 27,437 |
Europe & Rest of World | Operating Segments | ||||
Revenue, Major Customer [Line Items] | ||||
External net sales | 35,234 | 41,593 | 128,857 | 163,119 |
Segment income | 6,413 | 8,789 | 25,647 | 38,990 |
Capital expenditures | 120 | 387 | 1,082 | 1,977 |
Depreciation and amortization | 246 | 196 | 694 | 571 |
Europe & Rest of World | Intersegment sales | ||||
Revenue, Major Customer [Line Items] | ||||
External net sales | $ 79 | $ 47 | $ 187 | $ 401 |
Segments and Related Informat_5
Segments and Related Information - Reconciliation of Segment Income to Income from Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Revenue, Major Customer [Line Items] | ||||
Operating income | $ 28,909 | $ 40,340 | $ 119,731 | $ 249,508 |
Acquisition and restructuring related expense | 3,348 | 2,288 | 6,220 | 9,499 |
Amortization of intangible assets | 7,523 | 8,521 | 22,777 | 23,828 |
Interest expense, net | 17,448 | 13,938 | 55,939 | 35,105 |
Other (income) expense, net | 1,932 | (234) | 1,798 | 3,056 |
Total other expense | 19,380 | 13,704 | 57,737 | 38,161 |
Income from operations before income taxes | 9,529 | 26,636 | 61,994 | 211,347 |
Total segment income | ||||
Revenue, Major Customer [Line Items] | ||||
Operating income | 46,521 | 57,493 | 169,993 | 306,844 |
Corporate expense, net | ||||
Revenue, Major Customer [Line Items] | ||||
Operating income | $ 6,741 | $ 6,344 | $ 21,265 | $ 24,009 |
Earnings Per Share (Details)
Earnings 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 | |
Earnings Per Share [Abstract] | ||||||||
Net income attributable to common stockholders | $ 11,788 | $ 29,453 | $ 8,410 | $ 23,087 | $ 66,260 | $ 74,032 | $ 49,651 | $ 163,379 |
Weighted Average Number of Shares Outstanding, Basic | ||||||||
Weighted average number of common shares outstanding, basic (in shares) | 213,416,502 | 212,905,429 | 212,933,763 | 222,009,824 | ||||
Effect of dilutive securities (in shares) | 7,446,726 | 9,101,186 | 7,700,469 | 10,121,571 | ||||
Weighted average number of common shares outstanding, diluted (in shares) | 220,863,228 | 222,006,615 | 220,634,232 | 232,131,395 | ||||
Earnings Per Share, Basic and Diluted | ||||||||
Earnings per share attributable to common stockholders, basic (in usd per share) | $ 0.06 | $ 0.11 | $ 0.23 | $ 0.74 | ||||
Earnings per share attributable to common stockholders, diluted (in usd per share) | $ 0.05 | $ 0.10 | $ 0.23 | $ 0.70 | ||||
Excluded from the weighted average number of common shares outstanding, dilutive due to being anti-dilutive (in shares) | 2,900,000 | 2,500,000 | 2,800,000 | 2,200,000 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Oct. 01, 2022 | |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | $ 885 | $ 11,941 |
Finance leases | $ 0 | $ 1,531 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Operating leases | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other non-current assets | Other non-current assets |
Other non-current assets | $ 59,699 | $ 65,495 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other liabilities | Accrued expenses and other liabilities |
Accrued expenses and other liabilities | $ 7,907 | $ 8,749 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other non-current liabilities | Other non-current liabilities |
Other non-current liabilities | $ 59,682 | $ 64,800 |
Total operating lease liabilities | 67,589 | 73,549 |
Finance leases | ||
Property, plant and equipment | 10,802 | 10,879 |
Accumulated depreciation | $ (2,229) | $ (1,991) |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant, and equipment, net of accumulated depreciation of $92,163 and $84,119, respectively | Property, plant, and equipment, net of accumulated depreciation of $92,163 and $84,119, respectively |
Property, plant and equipment, net | $ 8,573 | $ 8,888 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of the long-term debt | Current portion of the long-term debt |
Current maturities of long-term debt | $ 1,893 | $ 2,206 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term debt, net | Long-term debt, net |
Long-term debt | $ 3,319 | $ 4,522 |
Total finance lease liabilities | $ 5,212 | $ 6,728 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) vote $ / shares shares | Oct. 01, 2022 USD ($) $ / shares | Sep. 30, 2023 USD ($) vote $ / shares shares | Oct. 01, 2022 USD ($) $ / shares | Dec. 31, 2022 $ / shares shares | |
Equity [Abstract] | |||||
Preferred stock authorized (in shares) | shares | 100,000,000 | 100,000,000 | 100,000,000 | ||
Preferred shares par value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, authorized (in shares) | shares | 750,000,000 | 750,000,000 | 750,000,000 | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Number of vote | vote | 1 | 1 | |||
Common stock dividends declared (in usd per share) | $ 0 | $ 0 | $ 0 | $ 0 | |
Common stock dividends cash paid (in usd per share) | $ 0 | $ 0 | $ 0 | $ 0 | |
Share repurchase program amount | $ | $ 450 | $ 450 | $ 450 | $ 450 | |
Number of shares repurchased (in shares) | shares | 0 | ||||
Remaining amount authorized for repurchase | $ | $ 400 | $ 400 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) derivative_contract | Oct. 01, 2022 USD ($) | Sep. 30, 2023 USD ($) derivative_contract $ / shares shares | Oct. 01, 2022 USD ($) | Mar. 31, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ | $ 2.6 | $ 2.2 | $ 6.7 | $ 5.8 | |
Number of equity incentive plans | derivative_contract | 2 | 2 | |||
2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common shares authorized for future issuance (in shares) | 13,737,500 | ||||
2021 Plan | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options, expiration term | 10 years | ||||
Granted (in shares) | 737,907 | ||||
Granted (in usd per share) | $ / shares | $ 4.73 | ||||
2021 Plan | Time Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Granted (in shares) | 503,443 | ||||
Granted (in usd per share) | $ / shares | $ 11.86 | ||||
2021 Plan | Performance Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Granted (in shares) | 147,792 | ||||
Granted (in usd per share) | $ / shares | $ 11.81 |
Stock-based Compensation - Blac
Stock-based Compensation - Black-Scholes Option-Pricing Model (Details) - 2021 Plan | Mar. 02, 2023 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 4.28% |
Expected life (years) | 6 years |
Expected dividend yield | 0% |
Expected volatility | 32.46% |
Acquisitions and Restructurin_2
Acquisitions and Restructuring - Acquisition and Restructuring Related Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Acquisition, Restructuring and Related Activities [Abstract] | ||||
Business restructuring costs | $ 3,348 | $ 2,288 | $ 5,426 | $ 6,276 |
Acquisition transaction and integration costs | 0 | 0 | 794 | 3,223 |
Total | $ 3,348 | $ 2,288 | $ 6,220 | $ 9,499 |
Acquisitions and Restructurin_3
Acquisitions and Restructuring - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring costs | $ 6.3 | $ 6.3 |
Employee Relocation | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 2.1 | |
Employee Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 1.9 | $ 1.3 |
Acquisitions and Restructurin_4
Acquisitions and Restructuring - Facility Closure and Other One-Time Termination Benefits (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Oct. 01, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 2,422 | $ 5,436 |
Costs Recognized | 5,426 | 6,276 |
Cash Payments | (4,201) | (8,022) |
Ending balance | 3,647 | 3,690 |
One-time termination benefits | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 2,422 | 1,035 |
Costs Recognized | 4,894 | 3,609 |
Cash Payments | (3,731) | (2,677) |
Ending balance | 3,585 | 1,967 |
Facility-related | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | 27 |
Costs Recognized | 0 | 337 |
Cash Payments | 0 | (364) |
Ending balance | 0 | 0 |
Other | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | 4,374 |
Costs Recognized | 532 | 2,330 |
Cash Payments | (470) | (4,981) |
Ending balance | $ 62 | $ 1,723 |
Related-Party Transactions (Det
Related-Party Transactions (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | |||
May 02, 2022 USD ($) $ / shares shares | Jan. 24, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Oct. 01, 2022 USD ($) agreement | |
Related Party Transaction [Line Items] | ||||
Share repurchase program amount | $ 450,000 | $ 450,000 | ||
Number of separate agreement | agreement | 2 | |||
Number of shares authorized for repurchase (in shares) | shares | 4,080 | |||
Repurchase price per share (in usd per share) | $ / shares | $ 19.80 | |||
Consideration transferred for repurchased stock | $ 81,000 | $ 222 | $ 343,319 | |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Number of shares authorized for repurchase (in shares) | shares | 8,000 | |||
Repurchase price per share (in usd per share) | $ / shares | $ 13.88 | |||
Consideration transferred for repurchased stock | $ 111,000 |