Latham (SWIM) - 2021 Q4 - Annual Report

PART I Business Overview Latham Group, Inc. leads the North American residential pool market, leveraging digital marketing to drive fiberglass pool conversion and strategic growth initiatives - Latham Group, Inc. is the largest designer, manufacturer, and marketer of in-ground residential swimming pools in North America, Australia, and New Zealand, holding the 1 market position in North America in every product category[11][22] - The company pioneered a 'direct-to-homeowner' digital and social marketing strategy to create demand and generate high-quality, purchase-ready consumer leads for its dealer partners[13][23] - Fiberglass pools are underpenetrated in the U.S. market and are experiencing growth significantly outpacing the broader in-ground swimming pool market due to benefits like lower up-front and lifecycle costs, faster installation (2-3 days vs. 3 months for concrete), premium quality, less chemical usage, and lifetime warranties[17][18][23] - Key growth strategies include: utilizing leading brand and digital assets to generate greater homeowner lead volumes, accelerating fiberglass material conversion, securing additional strategic partnerships with priority dealers (over 350 exclusive Latham dealer partners worldwide), growing industry capacity by onboarding and training new dealer partners, expanding margins through mix shift towards fiberglass and productivity initiatives, and pursuing strategic acquisitions[30][31][32][34][35][36] - The company's product portfolio includes in-ground swimming pools (fiberglass and custom vinyl), pool liners (replacement liners as a stable recurring revenue source), and pool covers (automatic safety covers and all-season covers, also providing recurring revenue)[37][38][41][42][43][44] - Latham unified its corporate branding under the 'Latham' master brand in 2019, relaunching its website in February 2020 to create the only consumer-focused brand in the category[45] - Products are sold through one-step (direct to dealers for fiberglass pools) and two-step (to distributors who then sell to dealers for other products) business-to-business distribution channels[46] - Manufacturing processes for fiberglass pools require specialized equipment, skilled labor, and significant regulatory approvals, with the company investing to double its fiberglass manufacturing capacity[53][55][26] - As of December 31, 2021, the company had 2,388 full-time employees, with 205 based outside North America[75] - Since 2018, Latham has made three acquisitions: Narellan (2019, fiberglass pools in Australia/NZ), GLI (2020, vinyl liners and safety covers), and Radiant Pools (2021, vinyl-lined and aluminum-walled pools). It also made a strategic investment in Premier Pools & Spas (2020, 18.2% ownership as of Dec 31, 2021)[80] Risk Factors The company faces significant operational, industry, financial, and stock ownership risks, including demand volatility, supply chain disruptions, and substantial indebtedness - Demand for swimming pools is a discretionary purchase, susceptible to unfavorable economic conditions, consumer spending trends, housing market downturns, interest rate fluctuations, and access to credit[92][95] - The business is seasonal, with peak sales in Q2 and Q3, making it highly susceptible to adverse weather conditions (e.g., late warming, early cooling, heavy rainfall, drought)[98] - Reliance on third-party dealers and distributors for product resale means inability to attract or retain them, or loss of a major customer (one customer accounted for 25.0% of net sales in 2021), could materially affect operations[99][101] - Supply chain disruptions, particularly raw material shortages (e.g., resin in 2021 limiting fiberglass production to 58% capacity) and increases in material costs, can adversely affect net sales and operating results[105][106] - The COVID-19 pandemic has caused and may continue to cause disruptions to business and operations, including general decline in consumer confidence, supply chain delays, increased operating costs, and potential workforce impacts from vaccination mandates[107][108][111][115] - Substantial indebtedness ($325.0 million term loan and $10.0 million revolving credit facility as of Feb 23, 2022) could limit additional financing, dedicate significant cash flow to debt service, and increase vulnerability to adverse economic changes[153][154] - The company's stock price may be highly volatile due to various factors, including economic conditions, changes in growth rates, analyst coverage, and sales by insiders or other stockholders[162][165] - As a public company and an 'emerging growth company,' Latham incurs increased costs for compliance and governance, and its principal stockholders (Pamplona Fund and Wynnchurch Funds) retain significant influence over corporate actions[167][173][175][180] Unresolved Staff Comments There are no unresolved staff comments to report - No unresolved staff comments[206] Properties Latham Group, Inc. operates headquarters and manufacturing facilities across North America, Australia, and New Zealand, with ongoing capacity expansion - Headquarters are located in Latham, New York[207] - Operates manufacturing and storage facilities in the United States, Canada, New Zealand, and Australia[207][208][209] - A new 170,000 square foot fiberglass manufacturing facility is under construction in Kingston, Ontario, Canada, with production anticipated to start in 2023[209] Legal Proceedings The company is involved in routine legal proceedings, none of which are expected to materially impact its financial position or operations - Involved in various legal proceedings (contractual, employment, product liability, trademark, warranty claims) in the ordinary course of business[211] - No current claims or proceedings are believed to have a material adverse effect on the company's financial position, results of operations, or cash flows[211] Mine Safety Disclosures Mine Safety Disclosures are not applicable to the company's operations - Not applicable[212] PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Latham Group, Inc.'s common stock began trading on NASDAQ in April 2021, with no current intent to pay cash dividends - Common stock (SWIM) began trading on NASDAQ Global Select Market on April 23, 2021[214] - As of December 31, 2021, there were 32 registered holders of record of common stock[214] - The company does not currently intend to pay cash dividends; future declarations depend on earnings, cash flows, capital requirements, indebtedness, and legal/debt restrictions[215][216] Management's Discussion and Analysis of Financial Condition and Results of Operations This section reviews Latham Group, Inc.'s financial condition and operations, including 2021 sales growth, net loss, debt refinancing, and key performance drivers - Latham Group, Inc. is the largest designer, manufacturer, and marketer of in-ground residential swimming pools in North America, Australia, and New Zealand, with a 65+ year operating history[223][224] - The company achieved its 12th consecutive year of net sales growth, Adjusted EBITDA growth, and Adjusted EBITDA margin expansion in 2021, though net income did not follow this trend[227] Financial Highlights (Year Ended December 31, 2021 vs. 2020) | Metric | 2021 (in millions) | 2020 (in millions) | Change (in millions) | Change (%) | | :----------------------- | :----------------- | :----------------- | :------------------- | :--------- | | Net Sales | $630.5 | $403.4 | $227.1 | 56.3% | | Net (Loss) Income | $(62.3) | $16.0 | $(78.3) | -490.1% | | Adjusted EBITDA | $139.8 | $83.8 | $56.0 | 66.8% | | Net Loss Margin | (9.9)% | 4.0% | (13.9)% | - | | Adjusted EBITDA Margin | 22.2% | 20.8% | 1.4% | - | - Net sales increase of $227.1 million (56.3%) was driven by a $171.7 million increase from volume (strong market demand, homeowner preferences, expanded dealer partnerships, and full-year GLI sales) and a $55.4 million increase from pricing[268] - Gross margin decreased by 3.0% to 32.4% in 2021, primarily due to supply chain headwinds, strategic decisions on re-pricing order backlog, and stock-based compensation expense[269] - Selling, general and administrative expense increased by $132.3 million (154.6%), mainly due to a $118.3 million increase in stock-based compensation expense, higher headcount, GLI acquisition expenses, and public company costs[271] - Raw material costs, particularly resin for fiberglass pools, experienced significant inflation and supply chain disruptions in 2021, limiting North American fiberglass production to 58% of capacity[246] - The company's liquidity is primarily from operating activities and its New Revolving Credit Facility. As of December 31, 2021, cash was $44.0 million, with $280.4 million in outstanding debt and $30.0 million available under the Revolving Credit Facility[298] Cash Flow Summary (Year Ended December 31, in thousands) | Cash Flow Activity | 2021 | 2020 | 2019 | | :-------------------------------- | :----- | :----- | :----- | | Net cash provided by operating activities | $33,690 | $63,160 | $35,655 | | Net cash used in investing activities | $(108,205) | $(115,805) | $(27,083) | | Net cash provided by financing activities | $60,018 | $54,303 | $16,551 | | Net (decrease) increase in cash | $(15,358) | $2,655 | $24,167 | - Operating activities provided $33.7 million in cash in 2021, driven by net income adjustments for non-cash items, but partially offset by increased trade receivables and inventories[308] - Investing activities used $108.2 million in cash in 2021, primarily for the Radiant acquisition ($90.5 million) and property/equipment purchases ($25.0 million)[310] - Financing activities provided $60.0 million in cash in 2021, largely from IPO proceeds ($399.3 million) and debt borrowings ($222.8 million), offset by treasury stock repurchases ($281.6 million) and dividend payments ($110.0 million)[312] Cautionary Note Regarding Forward-Looking Statements This section contains forward-looking statements subject to known and unknown risks and uncertainties, with no obligation to update them - The discussion contains forward-looking statements identified by terms like 'anticipate,' 'believe,' 'expect,' and 'will,' which involve known and unknown risks and uncertainties[221] - Actual results may differ materially due to factors such as shifts in consumer demand, material conversion pace, economic volatility (including COVID-19), interest rates, weather, supplier reliability, and competition[221] - The company undertakes no obligation to update forward-looking statements after the filing date, except as required by law[221] Overview Latham is the leading designer, manufacturer, and marketer of in-ground residential swimming pools in North America, with a long history of sales and EBITDA growth - Latham is the largest designer, manufacturer, and marketer of in-ground residential swimming pools in North America, Australia, and New Zealand, holding the 1 market position in North America[223] - The company offers a broad portfolio of pools, liners, and covers, with a 65+ year operating history[224] - Pioneered a 'direct-to-homeowner' digital marketing strategy to generate high-quality consumer leads for its dealer partners[225] - 2021 marked the 12th consecutive year of net sales growth, Adjusted EBITDA growth, and Adjusted EBITDA margin expansion, reflecting a focus on high-quality products and dealer partnerships[227] Recent Developments This section outlines Latham Group, Inc.'s key financial highlights for 2021, including significant increases in net sales and Adjusted EBITDA, alongside details of its IPO, secondary offering, and debt refinancing activities 2021 Financial Highlights | Metric | 2021 (in millions) | Change from 2020 | | :------------------- | :----------------- | :--------------- | | Net Sales | $630.5 | +56.3% ($227.1M) | | Net Loss | $(62.3) | $(78.3)M (from $16.0M net income) | | Adjusted EBITDA | $139.8 | +66.8% ($56.0M) | - On February 23, 2022, the company entered into a New Credit Agreement, refinancing $294.0 million of existing debt with a $75.0 million New Revolving Credit Facility and a $325.0 million New Term Loan Facility[230] - Completed an Initial Public Offering (IPO) on April 27, 2021, selling 23,000,000 shares and receiving $399.3 million in net proceeds, used for debt repayment, share repurchases, and general corporate purposes[231] - A secondary offering on January 11, 2022, involved the sale of 13,800,000 shares by existing stockholders, generating $12.9 million in expenses for the company[233] - Underwent a Reorganization prior to the IPO, converting parent entity interests into common stock, and effected a 109,673.709-for-one stock split on April 13, 2021[234][235] Key Factors Affecting our Performance Latham Group, Inc.'s performance is influenced by product volume driven by digital marketing and fiberglass conversion, continuous innovation, economic conditions, seasonality, raw material costs, and strategic acquisitions - Net sales are primarily driven by product volume, influenced by direct-to-homeowner digital marketing, strategic dealer partnerships (Latham Grand program), and material conversion efforts towards fiberglass pools[240] - Fiberglass pools offer compelling value due to lower costs, quicker installation, less maintenance, and higher quality, driving a long-term trend of material conversion from concrete pools[240] - Continuous product innovation and expansion of the portfolio are critical for sales growth and market share, with significant resources devoted to developing new products[240] - Economic conditions (home equity financing, interest rates, consumer confidence) and seasonality/weather (peak sales in spring/summer) significantly impact demand for products[247] - Raw material costs (PVC, steel, fiberglass, resins) are volatile and represent a majority of cost of sales. Supply chain disruptions, particularly resin shortages in 2021, limited fiberglass production to 58% of capacity and compressed gross margins[244][246][248] - Acquisitions of Narellan (2019), GLI (2020), and Radiant Pools (2021) expanded market share, geographical footprint, and product offerings. A strategic equity investment in Premier Pools & Spas (2020) aimed to expand sales and distribution channels[249][250][252] - The COVID-19 pandemic led to measures protecting employees, adapting to customer needs, and adjusting operational plans, with most plants remaining operational and no significant liquidity impacts[255][256] Results of Operations Latham Group, Inc. reported a significant increase in net sales and Adjusted EBITDA for 2021, but a net loss primarily due to higher stock-based compensation and supply chain challenges Consolidated Statements of Operations Summary (in thousands) | Metric | Year Ended Dec 31, 2021 | Year Ended Dec 31, 2020 | Change Amount | Change % | | :------------------------------------ | :---------------------- | :---------------------- | :------------ | :------- | | Net sales | $630,456 | $403,389 | $227,067 | 56.3% | | Cost of sales | $426,294 | $260,616 | $165,678 | 63.6% | | Gross profit | $204,162 | $142,773 | $61,389 | 43.0% | | Selling, general and administrative expense | $217,775 | $85,527 | $132,248 | 154.6% | | Amortization | $22,566 | $17,347 | $5,219 | 30.1% | | (Loss) income from operations | $(36,179) | $39,899 | $(76,078) | -190.7% | | Interest expense | $24,433 | $18,251 | $6,182 | 33.9% | | Net (loss) income | $(62,348) | $15,983 | $(78,331) | -490.1% | | Adjusted EBITDA | $139,819 | $83,836 | $55,983 | 66.8% | - Net sales increased by $227.1 million (56.3%) in 2021, primarily due to a $171.7 million volume increase across product lines and a $55.4 million pricing increase[268] - Gross margin decreased by 3.0% to 32.4% in 2021, mainly due to supply chain headwinds, strategic re-pricing of order backlog, and stock-based compensation expense[269] - Net loss for 2021 was $62.3 million, a significant increase from $16.0 million net income in 2020, primarily driven by a $118.3 million increase in stock-based compensation expense[271][277] - Adjusted EBITDA increased by $56.0 million (66.8%) to $139.8 million in 2021, primarily due to the increase in net sales[280] Non-GAAP Financial Measures This section defines and reconciles non-GAAP financial measures, specifically Adjusted EBITDA and Adjusted EBITDA margin, used by management and investors to assess financial performance - Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures used by management and investors to evaluate financial performance, business strategies, and for budgeting and compensation decisions[287] - Adjusted EBITDA is defined as net income (loss) plus depreciation and amortization, interest expense, income tax (benefit) expense, loss on sale/disposal of property and equipment, restructuring charges, management fees, stock-based compensation expense, unrealized (gains) losses on foreign currency transactions, strategic initiative costs, acquisition and integration related costs, other, and IPO costs[287] - Adjusted EBITDA margin is Adjusted EBITDA divided by net sales[265] Reconciliation of Net (Loss) Income to Adjusted EBITDA (in thousands) | Metric | 2021 | 2020 | 2019 | | :------------------------------------------ | :----- | :----- | :----- | | Net (loss) income | $(62,348) | $15,983 | $7,457 | | Depreciation and amortization | $32,230 | $25,365 | $21,659 | | Interest expense | $24,433 | $18,251 | $22,639 | | Income tax expense (benefit) | $8,818 | $6,776 | $(4,671) | | Stock-based compensation expense | $128,775 | $1,827 | $808 | | Adjusted EBITDA | $139,819 | $83,836 | $61,050 | Liquidity and Capital Resources Latham Group, Inc.'s liquidity is primarily derived from operating activities and its revolving credit facility, with recent debt refinancing and IPO proceeds significantly impacting its capital structure - Primary liquidity sources are net cash from operating activities and availability under the New Revolving Credit Facility[298] - Cash on hand as of December 31, 2021, was $44.0 million, with $280.4 million in outstanding debt and $30.0 million available under the Revolving Credit Facility[298] - On February 23, 2022, the company refinanced its debt, entering into a New Credit Agreement with a $75.0 million New Revolving Credit Facility (maturing Feb 23, 2027) and a $325.0 million New Term Loan Facility (maturing Feb 23, 2029)[301][302][303] - The New Term Loan Facility requires scheduled quarterly amortization payments equal to 0.25% of the initial principal amount[303] Cash Flow Summary (in thousands) | Cash Flow Activity | 2021 | 2020 | 2019 | | :-------------------------------- | :----- | :----- | :----- | | Net cash provided by operating activities | $33,690 | $63,160 | $35,655 | | Net cash used in investing activities | $(108,205) | $(115,805) | $(27,083) | | Net cash provided by financing activities | $60,018 | $54,303 | $16,551 | - Operating cash flow in 2021 was $33.7 million, a decrease from $63.2 million in 2020, primarily due to increases in trade receivables and inventories[308][309] - Investing cash flow used $108.2 million in 2021, mainly for the Radiant acquisition and property/equipment purchases[310] - Financing cash flow provided $60.0 million in 2021, driven by IPO proceeds and debt borrowings, offset by treasury stock repurchases and dividends[312] Contractual Obligations Latham Group, Inc.'s contractual obligations primarily consist of principal and interest payments on long-term debt and non-cancelable capital and operating leases - Major contractual obligations as of December 31, 2021, included principal and interest payments on long-term debt and non-cancelable capital and operating leases[315] Required Principal Payments on Long-Term Debt (Post-Refinancing, in millions) | Year | Principal Payments | | :--- | :----------------- | | 2022 | $2.4 | | 2023 | $3.3 | | 2024 | $3.3 | | 2025 | $3.3 | | 2026 | $3.3 | | Thereafter | $309.6 | Required Interest Payments on Long-Term Debt (Post-Refinancing, in millions, at 4.37% interest) | Year | Interest Payments | | :--- | :---------------- | | 2022 | $11.8 | | 2023 | $14.0 | | 2024 | $13.9 | | 2025 | $13.8 | | 2026 | $13.6 | | Thereafter | $29.0 | Critical Accounting Policies and Estimates This section details Latham Group, Inc.'s critical accounting policies and estimates, including revenue recognition, business combinations, goodwill impairment, stock-based compensation, and income taxes, which involve significant management judgment - Key accounting policies involve significant estimates and assumptions, including revenue recognition, business combinations, impairment of goodwill, stock-based compensation, and income taxes[317][318] - Revenue is recognized when control of goods is transferred to customers, net of estimated rebates and sales incentives. Revenue from extended service warranties is recognized over the contract term, and custom products over time using an input method[321][322] - Business combinations are accounted for using the acquisition method, measuring acquired assets and assumed liabilities at fair value, with any excess purchase price recorded as goodwill[324][325] - Goodwill is evaluated for impairment at least annually, or more frequently if circumstances indicate, using qualitative or quantitative assessments. No impairment was found in 2021 or 2020[326][329] - Stock-based compensation is measured at grant date fair value using a Black-Scholes model for options and recognized over the service period. Total expense was $128.8 million in 2021[332][333][533] - Deferred tax assets and liabilities are recognized for temporary differences, with a valuation allowance established if realization is not more likely than not. The valuation allowance of $12.7 million was released in 2021[335][516] Off-Balance Sheet Arrangements The company did not have any off-balance sheet arrangements during the periods presented, nor does it currently - The company did not have any off-balance sheet arrangements during the periods presented, nor does it currently[339] Recently Issued and Adopted Accounting Pronouncements As an 'emerging growth company,' Latham Group, Inc. has elected to use the extended transition period for new accounting standards and is evaluating the impact of several recently issued pronouncements - The company, as an 'emerging growth company,' has elected to use the extended transition period for complying with new or revised accounting standards[349][441] - Evaluating the impact of ASU 2016-02 (Leases), ASU 2016-13 (Credit Losses), ASU 2017-12 (Derivatives and Hedging), ASU 2020-01 (Equity Securities), ASU 2020-04 (Reference Rate Reform), and ASU 2021-01 (Reference Rate Reform) on its financial statements[442][443][444][446][447][448] - Adopted ASU 2019-12 (Income Taxes) during 2021, which did not have a material impact on financial position or results of operations[445] Quantitative and Qualitative Disclosures About Market Risk Latham Group, Inc. faces market risks from interest rates, foreign currency, and inflation, managing debt interest rate exposure with a swap - The company is exposed to interest rate risk from variable-rate long-term debt (Credit Agreement and New Credit Agreement)[342] - An interest rate swap fixes the LIBOR borrowing rate on a notional amount of $200.0 million, reducing variable rate exposure. As of February 23, 2022, 40.3% of debt ($135.0 million) is subject to variable rates[342][501] - A 1.0% increase/decrease in the effective interest rate would cause an approximate $1.4 million increase/decrease to interest expense (as of Feb 23, 2022)[342] - Credit risk is concentrated in cash and trade receivables. One customer accounted for 25.0% of net sales in 2021[343][344] - Foreign currency risk primarily involves the Australian and Canadian dollars due to international operations and U.S. dollar-denominated purchases by Canadian subsidiaries. The company does not currently hedge this risk[345][346][347] - Experiences inflation and deflation related to product purchases, which could materially impact financial condition if price increases cannot be passed to customers[348] Interest Rate Risk Latham Group, Inc. manages its interest rate risk on variable-rate debt through an interest rate swap, fixing a portion of its LIBOR-indexed borrowings - The company is exposed to interest rate risk due to variable-rate borrowings under its long-term debt facilities (Credit Agreement and New Credit Agreement)[342] - An interest rate swap, effective May 18, 2020, and terminating May 18, 2023, fixes the LIBOR borrowing rate at 0.442% on a notional amount of $200.0 million[342][501] - As of February 23, 2022, after the debt refinancing and swap amendment, $135.0 million (40.3%) of the company's debt is subject to variable rates[342] - A 1.0% change in the effective interest rate would impact interest expense by approximately $1.4 million[342] Credit Risk Latham Group, Inc.'s credit risk is concentrated in cash and trade receivables, with a significant portion of net sales attributable to a single customer - Financial instruments with credit risk concentration include cash and trade receivables[343] - One customer accounted for 25.0% of net sales in 2021, 22.3% in 2020, and 25.7% in 2019[344] - Outstanding trade receivables from this customer were $10.7 million in 2021 and $5.4 million in 2020[344] Foreign Currency Risk Latham Group, Inc. faces foreign currency risk from international operations and U.S. dollar-denominated purchases by Canadian subsidiaries, primarily involving the Australian and Canadian dollars, without current hedging strategies - Foreign operations are denominated in local currencies and translated to U.S. dollars, with translation adjustments recorded in accumulated other comprehensive income (loss)[345] - Canadian subsidiaries' U.S. dollar-denominated inventory purchases create foreign currency exchange rate risk[346] - Largest foreign currency exposures are the Australian dollar and Canadian dollar. A 10% change in exchange rates is not expected to materially impact operating results or financial position[347] - The company does not currently hedge its foreign currency risk[347] Inflation Latham Group, Inc. is exposed to inflation and deflation related to product purchases, which could materially impact financial results if selling prices cannot fully offset cost volatility - The company experiences inflation and deflation related to product purchases, which could materially impact financial condition and results of operations[348] - Selling prices are adjusted to mitigate price volatility, but recovery of higher costs may be limited by the competitive environment[348] Emerging Growth Company Status As an 'emerging growth company,' Latham Group, Inc. has elected to utilize the extended transition period for complying with new or revised accounting standards - As an 'emerging growth company' under the JOBS Act, Latham has elected to use the extended transition period for new or revised accounting standards, adopting them at the same time as private companies[349] Financial Statements and Supplementary Data This section presents Latham Group, Inc.'s audited consolidated financial statements and detailed notes for 2019-2021, including auditor reports and key accounting policies - Includes audited consolidated financial statements for the years ended December 31, 2021, 2020, and 2019[351] - Financial statements comprise Consolidated Balance Sheets, Statements of Operations, Statements of Comprehensive Income (Loss), Statements of Stockholders' Equity, and Statements of Cash Flows[351] - Independent auditor reports from RSM US LLP (for 2019) and Deloitte & Touche LLP (for 2020 and 2021) are included, with Deloitte & Touche LLP also auditing the retrospective adjustments for the Reorganization[354][362][363] Consolidated Balance Sheets (in thousands) | Metric | Dec 31, 2021 | Dec 31, 2020 | | :------------------------------------ | :----------- | :----------- | | Total Assets | $794,483 | $646,676 | | Total Liabilities | $440,838 | $365,067 | | Total Stockholders' Equity | $353,645 | $281,609 | Consolidated Statements of Operations (in thousands) | Metric | 2021 | 2020 | 2019 | | :------------------------------------ | :----- | :----- | :----- | | Net sales | $630,456 | $403,389 | $317,975 | | Gross profit | $204,162 | $142,773 | $98,156 | | (Loss) income from operations | $(36,179) | $39,899 | $25,125 | | Net (loss) income | $(62,348) | $15,983 | $7,457 | | Basic Net (loss) income per share | $(0.56) | $0.16 | $0.08 | | Diluted Net (loss) income per share | $(0.56) | $0.16 | $0.08 | Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | 2021 | 2020 | 2019 | | :-------------------------------- | :----- | :----- | :----- | | Net cash provided by operating activities | $33,690 | $63,160 | $35,655 | | Net cash used in investing activities | $(108,205) | $(115,805) | $(27,083) | | Net cash provided by financing activities | $60,018 | $54,303 | $16,551 | | Net (decrease) increase in cash | $(15,358) | $2,655 | $24,167 | 1. NATURE OF THE BUSINESS Latham Group, Inc. is a leading designer, manufacturer, and marketer of in-ground residential swimming pools, liners, and covers, which completed its IPO in April 2021 following a significant reorganization - Latham Group, Inc. (formerly Latham Topco, Inc.) wholly owns Latham Pool Products, Inc., a designer, manufacturer, and marketer of in-ground residential swimming pools, liners, and covers in North America, Australia, and New Zealand[381][382] - The company completed its IPO on April 27, 2021, selling 23,000,000 shares and receiving $399.3 million in net proceeds[384] - Prior to the IPO, a Reorganization occurred where the parent entity merged into Latham Group, Inc., and a 109,673.709-for-one stock split was effected on April 13, 2021[383][385] 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This section outlines Latham Group, Inc.'s significant accounting policies, including revenue recognition, business combinations, inventory valuation, property and equipment depreciation, goodwill impairment, income taxes, and stock-based compensation, all prepared in accordance with GAAP - Financial statements are prepared in accordance with GAAP, requiring management estimates and assumptions[386][387] - Business is seasonal, with highest net sales and income during spring and summer[388] - Revenue is recognized when control of promised goods transfers to customers, net of estimated rebates and sales incentives. Extended service warranties are recognized over contract term, and custom products over time[391][393] - Cost of sales includes materials, labor, inbound freight, manufacturing overhead, and distribution costs[399] - Trade receivables are recorded at invoiced amount, with an allowance for bad debt based on historical experience[400] - Business combinations are accounted for using the acquisition method, measuring acquired assets and liabilities at fair value, with goodwill recognized for any excess purchase price[407] - Investments where significant influence exists but not control are accounted for using the equity method[411] - Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out method[415] - Property and equipment are recorded at cost and depreciated using the straight-line method over estimated useful lives[416] - Goodwill is tested for impairment annually or more frequently if circumstances indicate, using qualitative or quantitative assessments[421][422] - Income taxes are accounted for using the asset and liability method, recognizing deferred tax assets and liabilities for temporary differences[427] - Stock-based compensation is measured at grant date fair value and recognized over the service period[430][431] 3. ACQUISITIONS Latham Group, Inc. has strategically expanded its market share, geographical footprint, and product offerings through the acquisitions of Narellan (2019), GLI (2020), and Radiant Pools (2021) - Acquired Narellan Group Pty Limited on May 31, 2019, for $35.2 million, expanding market share and geographical footprint in Australia, New Zealand, and Canada[449] - Acquired GL International, LLC on October 22, 2020, for $79.7 million, expanding liner and safety cover product offerings[456] - Acquired Trojan Leisure Products, LLC d/b/a Radiant Pools on November 24, 2021, for $90.7 million, expanding product portfolio into vinyl-lined and aluminum-walled swimming pools[460] Goodwill from Acquisitions (in thousands) | Acquisition | Goodwill Recognized | | :---------- | :------------------ | | Narellan | $9,788 | | GLI | $13,105 | | Radiant | $13,718 | Pro Forma Financial Information (Unaudited, in thousands) | Metric | 2021 | 2020 | 2019 | | :---------------- | :------- | :------- | :------- | | Net sales | $662,282 | $486,276 | $396,655 | | Net (loss) income | $(50,441) | $30,163 | $1,712 | 4. EQUITY METHOD INVESTMENT Latham Group, Inc. holds an equity interest in Premier Pools & Spas, accounted for using the equity method, and has an exclusive supply agreement with its franchisees - On October 30, 2020, the company acquired a 28% equity interest in Premier Pools & Spas for $25.4 million, accounted for using the equity method[468][469] - In August 2021, a partial sale reduced ownership to 20.1%, resulting in a $3.9 million gain. Further issuance of non-voting units in December 2021 reduced ownership to 18.2%, with a $1.0 million gain[468] - Entered an exclusive supply agreement with Premier Pools & Spas franchisees for specific pool and pool products for a ten-year term[471] - As of December 31, 2021, the carrying amount of the equity method investment was $23.4 million. The company received $2.2 million in dividends from Premier Pools & Spas in 2021[473] 5. FAIR VALUE MEASUREMENTS This section details Latham Group, Inc.'s fair value measurements, categorizing assets and liabilities into Level 1, 2, or 3 based on input observability, and provides fair value estimates for its term loan and interest rate swap - Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction, categorized into Level 1 (quoted prices), Level 2 (observable inputs), and Level 3 (unobservable inputs)[403][404] - Carrying amounts of cash, trade receivables, accounts payable, and accrued expenses approximate fair value due to short-term maturities[475] Term Loan Fair Value (in thousands) | Metric | Dec 31, 2021 (Carrying Value) | Dec 31, 2021 (Estimated Fair Value) | Dec 31, 2020 (Carrying Value) | Dec 31, 2020 (Estimated Fair Value) | | :--------- | :---------------------------- | :---------------------------------- | :---------------------------- | :---------------------------------- | | Term loan | $280,408 | $281,926 | $221,496 | $221,081 | - The interest rate swap's fair value is estimated quarterly using Level 2 inputs (forward LIBOR curve). As of December 31, 2021, the swap was an asset of $0.5 million[477] 6. GOODWILL AND INTANGIBLE ASSETS, NET This section details the changes in Latham Group, Inc.'s goodwill carrying value, which was not impaired in recent annual tests, and provides a breakdown of its net intangible assets and estimated future amortization expense Changes in Goodwill Carrying Value (in thousands) | Period | Amount | | :-------------------------- | :------- | | Balance as of Dec 31, 2019 | $101,672 | | Acquisition of GLI | $13,105 | | Foreign currency translation adjustment | $973 | | Balance as of Dec 31, 2020 | $115,750 | | Acquisition of Radiant | $13,718 | | Foreign currency translation adjustment | $(597) | | Balance as of Dec 31, 2021 | $128,871 | - Goodwill was not impaired in the annual tests for 2021, 2020, and 2019[479] Intangible Assets, Net (December 31, 2021, in thousands) | Asset Category | Gross Carrying Amount | Accumulated Amortization | Net Amount | | :------------------------ | :-------------------- | :----------------------- | :--------- | | Trade names and trademarks | $148,100 | $16,382 | $132,157 | | Patented technology | $16,126 | $5,205 | $10,986 | | Technology | $13,000 | $72 | $12,928 | | Pool designs | $13,628 | $1,101 | $12,792 | | Franchise relationships | $1,187 | $767 | $474 | | Dealer relationships | $197,376 | $30,838 | $166,560 | | Backlog | $1,600 | $160 | $1,440 | | Non-competition agreements | $2,476 | $1,503 | $973 | | Total | $393,493 | $56,028 | $338,310 | - Amortization expense for intangible assets was $22.6 million in 2021, $17.3 million in 2020, and $15.6 million in 2019[480] Estimated Future Amortization Expense (in thousands) | Year Ended | Estimated Future Amortization Expense | | :--------- | :------------------------------------ | | 2022 | $28,158 | | 2023 | $26,527 | | 2024 | $25,707 | | 2025 | $25,550 | | 2026 | $25,550 | | Thereafter | $206,818 | | Total | $338,310 | 7. INVENTORIES, NET This section provides a breakdown of Latham Group, Inc.'s inventories, net, which are valued at the lower of cost or net realizable value using the FIFO method, and includes reserves for slow-moving or obsolete items Inventories, Net (in thousands) | Category | Dec 31, 2021 | Dec 31, 2020 | | :----------- | :----------- | :----------- | | Raw materials | $77,510 | $37,010 | | Finished goods | $32,046 | $27,808 | | Total | $109,556 | $64,818 | - Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out (FIFO) method[415] - Reserves for slow-moving or obsolete items were $2.7 million in 2021 and $1.8 million in 2020[415] 8. PROPERTY AND EQUIPMENT, NET This section details Latham Group, Inc.'s property and equipment, net, including land, buildings, machinery, and construction in progress, which primarily relates to increased fiberglass production capacity Property and Equipment, Net (in thousands) | Category | Dec 31, 2021 | Dec 31, 2020 | | :-------------------------- | :----------- | :----------- | | Land | $1,744 | $1,613 | | Building and improvements | $7,369 | $5,898 | | Machinery and equipment | $27,910 | $21,478 | | Computer equipment and software | $7,011 | $6,633 | | Molds and dyes | $13,365 | $9,051 | | Construction in progress | $18,677 | $8,525 | | Less: Accumulated depreciation | $(22,963) | $(13,881) | | Total | $63,506 | $47,357 | - Depreciation and amortization expense for property and equipment was $9.7 million in 2021, $8.0 million in 2020, and $6.0 million in 2019[483] - Construction in progress primarily relates to increased fiberglass molds and production capacity[483] 9. LONG-TERM DEBT This section details Latham Group, Inc.'s long-term debt obligations, including the refinancing of existing debt with a new credit agreement in February 2022, and the impact of an interest rate swap Outstanding Debt Obligations (in thousands) | Metric | Dec 31, 2021 | Dec 31, 2020 | | :------------------------------------ | :----------- | :----------- | | Term loan | $284,009 | $228,147 | | Less: Unamortized discount and debt issuance costs | $(3,601) | $(6,651) | | Total debt | $280,408 | $221,496 | | Less: Current portion of long-term debt | $(17,220) | $(13,042) | | Total long-term debt | $263,188 | $208,454 | - The Revolving Credit Facility (up to $30.0 million) matured on December 18, 2023, and was terminated on February 23, 2022, with no amounts outstanding as of December 31, 2021 and 2020[485][488] - The Amended Term Loan had a principal balance of $284.0 million as of December 31, 2021, with a maturity date of June 18, 2025, and was terminated on February 23, 2022[305][496][499] - On February 23, 2022, a New Credit Agreement was entered into, providing a $75.0 million New Revolving Credit Facility (matures Feb 23, 2027) and a $325.0 million New Term Loan Facility (matures Feb 23, 2029)[301][302][303] - The effective interest rate on the Amended Term Loan was 7.04% at December 31, 2021[500] - An interest rate swap fixed the LIBOR borrowing rate at 0.442% on a notional amount of $200.0 million, expiring May 18, 2023[501] 10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES This section provides a detailed breakdown of Latham Group, Inc.'s accrued expenses and other current liabilities, including sales rebates, product warranties, incentives, payroll, and deferred revenue Accrued Expenses and Other Current Liabilities (in thousands) | Category | Dec 31, 2021 | Dec 31, 2020 | | :-------------------------------- | :----------- | :----------- | | Accrued sales rebates | $20,300 | $15,511 | | Accrued product warranties | $4,717 | $2,705 | | Accrued incentives | $9,205 | $11,244 | | Accrued vacation | $2,773 | $3,805 | | Accrued payroll | $6,107 | $6,098 | | Deferred offering costs | $0 | $1,040 | | Accrued third-party services | $1,458 | $2,172 | | Income taxes payable | $587 | $0 | | Deferred revenue | $5,927 | $4,530 | | Other | $8,023 | $6,373 | | Total | $59,097 | $53,478 | 11. PRODUCT WARRANTIES Latham Group, Inc. offers limited assurance-type warranties on most products, with a liability recorded for estimated costs at the time of revenue recognition, and this section details the warranty reserve activity - The company offers limited assurance-type warranties (5 years to lifetime) on most products, with a liability recorded for estimated costs at the time of revenue recognition[397][398] Warranty Reserve Activity (in thousands) | Metric | 2021 | 2020 | 2019 | | :-------------------------------- | :----- | :----- | :----- | | Balance at beginning of year | $2,882 | $2,846 | $1,977 | | Accruals for warranties issued | $8,824 | $3,966 | $3,729 | | Warranty liabilities assumed (GLI/Radiant) | $50 | $118 | $0 | | Less: Settlements made | $(6,847) | $(4,048) | $(2,860) | | Balance at end of year | $4,909 | $2,882 | $2,846 | 12. NET SALES This section provides a breakdown of Latham Group, Inc.'s net sales by product line and details the activity in its allowance for bad debt Net Sales by Product Line (in thousands) | Product Line | 2021 | 2020 | 2019 | | :-------------------- | :----- | :----- | :----- | | In-ground Swimming Pools | $368,465 | $237,410 | $175,033 | | Covers | $132,126 | $84,524 | $70,984 | | Liners | $129,865 | $81,455 | $71,958 | | Total | $630,456 | $403,389 | $317,975 | Allowance for Bad Debt Activity (in thousands) | Metric | 2021 | 2020 | 2019 | | :-------------------------- | :----- | :----- | :----- | | Balance at beginning of year | $1,438 | $1,322 | $1,535 | | Bad debt expense | $979 | $358 | $253 | | Write-offs | $(24) | $(242) | $(466) | | Balance at end of year | $2,393 | $1,438 | $1,322 | 13. INCOME TAXES This section details Latham Group, Inc.'s income tax expense and effective tax rate reconciliation, highlighting the impact of domestic and foreign operations, and the release of a valuation allowance on deferred tax assets (Loss) Income Before Income Taxes by Geography (in thousands) | Geography | 2021 | 2020 | 2019 | | :---------- | :------- | :------- | :------- | | Domestic | $(68,261) | $19,609 | $9,939 | | Foreign | $14,731 | $3,150 | $(7,153) | | Total | $(53,530) | $22,759 | $2,786 | Income Tax Expense (Benefit) (in thousands) | Category | 2021 | 2020 | 2019 | | :-------------------------------- | :----- | :----- | :----- | | Total current tax (benefit) expense | $20,846 | $11,446 | $5,555 | | Total deferred tax (benefit) expense | $(12,028) | $(4,670) | $(10,226) | | Total income tax (benefit) expense | $8,818 | $6,776 | $(4,671) | Effective Income Tax Rate Reconciliation (% of Income (Loss) Before Income Taxes) | Factor | 2021 | 2020 | 2019 | | :------------------------------------ | :----- | :----- | :----- | | Federal statutory tax rate | 21.0% | 21.0% | 21.0% | | Foreign rate differential | (1.4)% | 1.2% | 1.1% | | State income tax, net of federal benefit | (3.3)% | 1.4% | (67.2)% | | Uncertain tax positions | (0.3)% | 0.8% | 348.2% | | Change in valuation allowance | 23.8% | (1.1)% | (5.9)% | | Nondeductible stock compensation | (48.0)% | 0.0% | 0.0% | | Effective tax rate | (16.5)% | 29.8% | (168.0)% | - The valuation allowance of $12.7 million was released in 2021, as management concluded that deferred tax assets are more likely than not to be realized[508][516] - As of December 31, 2021, the company had $9.9 million (tax effected) in net operating loss (NOL) carryforwards, expiring between 2026 and 2039[517] - The liability for uncertain tax positions was $5.4 million at December 31, 2021, with $0.3 million in accrued interest[519] 14. COMMITMENTS AND CONTINGENCIES This section outlines Latham Group, Inc.'s minimum annual rental commitments under non-cancelable operating leases and confirms that no pending legal proceedings are expected to have a material financial impact Minimum Annual Rental Commitments Under Non-Cancelable Operating Leases (in thousands) | Year Ended | Amount | | :--------- | :----- | | 2022 | $8,094 | | 2023 | $6,278 | | 2024 | $5,674 | | 2025 | $4,726 | | 2026 | $3,479 | | Thereafter | $6,854 | | Total | $35,105 | - Rental expense for operating leases was $8.8 million in 2021, $6.8 million in 2020, and $6.1 million in 2019[525] - No pending legal proceedings are expected to have a material impact on the company's financial position, results of operations, or cash flows[526] 15. EMPLOYEE BENEFIT PLANS Latham Group, Inc. offers various retirement savings plans with discretionary contributions, and this section details the related expenses and the termination of a defined benefit pension plan - The company offers various retirement savings plans with discretionary matching and other contributions[527] - Expense related to these plans was $2.0 million in 2021, $0.8 million in 2020, and $0.9 million in 2019[527] - The defined benefit pension plan was terminated in 2020, with an immaterial impact on financial statements[528] 16. PROFITS INTEREST UNITS Prior to its reorganization, Latham Group, Inc.'s parent entity granted Profit Interest Units (PIUs) to key personnel, which converted into restricted stock units and awards upon the company's IPO - Prior to the Reorganization, Parent granted Profit Interest Units (PIUs) to key employees and directors, which converted into restricted stock units and restricted stock awards of the Company's common stock at IPO[529] PIU Activity (Number of PIUs) | Period | Number of PIUs | | :-------------------------- | :------------- | | Balance at January 1, 2019 | 20,890,124 | | Granted (2019) | 3,692,699 | | Forfeited (2019) | (2,848,653) | | Balance at December 31, 2019 | 21,734,170 | | Granted (2020) | 7,843,107 | | Forfeited (2020) | (2,152,315) | | Balance at December 31, 2020 | 27,424,962 | | Forfeited (2021) | (1,266,068) | | Converted at IPO | (26,158,894) | | Balance at December 31, 2021 | 0 | - Stock-based compensation expense related to PIUs was $0.6 million in 2020[530] 17. STOCK-BASED COMPENSATION This section details Latham Group, Inc.'s stock-based compensation, including the 2021 Omnibus Incentive Plan, the types of awards granted, and the total unrecognized expense - The 2021 Omnibus Incentive Plan, approved April 12, 2021, allows for issuance of various equity awards, with a maximum of 13,170,212 shares reserved[531] - On April 22, 2021, 8,340,126 restricted stock awards, 341,301 restricted stock units, and 886,862 option awards were granted under the plan[532] - Stock-based compensation expense was $128.8 million in 2021 (including $49.0 million from Reorganization modification) and $1.8 million in 2020[533] - As of December 31, 2021, total unrecognized stock-based compensation expense was $73.6 million, to be recognized over a weighted-average period of 1.45 years[533] Stock Option Activity (Year Ended December 31, 2021) | Metric | Shares | Weighted-Average Exercise Price per Share | | :------------------------------------ | :------- | :---------------------------------------- | | Outstanding on January 1, 2021 | 0 | $0 | | Granted | 903,978 | $19.08 | | Forfeited | (81,092) | - | | Outstanding at December 31, 2021 | 822,886 | $19.08 | 18. SHAREHOLDER'S EQUITY This section outlines the changes in Latham Group, Inc.'s shareholder's equity, including the conversion of parent entity units into common stock during the IPO reorganization and the authorized share structure - Prior to the IPO, the Parent's capital structure consisted of Class A and Class B (profits interests) units[539] - The Reorganization converted Class A units into common stock and Class B units into restricted/unrestricted common stock, treated retrospectively as a stock split[541][542] - On April 22, 2021, 194,207,115 Class A units converted into 97,187,596 common shares, and 26,158,894 Class B units converted into 4,145,987 common shares and 8,340,126 unvested restricted shares[546] - The certificate of incorporation was amended to increase authorized shares to 1,000,000,000 (900,000,000 common, 100,000,000 preferred)[547] Stockholders' Equity (in thousands) | Metric | Dec 31, 2021 | Dec 31, 2020 | | :-------------------------- | :----------- | :----------- | | Common stock | $12 | $12 | | Additional paid-in capital | $401,846 | $265,478 | | (Accumulated deficit) retained earnings | $(48,583) | $13,765 | | Accumulated other comprehensive income | $370 | $2,354 | | Total stockholders' equity | $353,645 | $281,609 | 19. NET INCOME PER SHARE This section presents Latham Group, Inc.'s basic and diluted net (loss) income per share, calculated by dividing net income by the weighted-average common shares outstanding, noting anti-dilutive effects in 2021 Net (Loss) Income Per Share Attributable to Common Stockholders (in thousands, except per share data) | Metric | 2021 | 2020 | 2019 | | :------------------------------------ | :------- | :------- | :------- | | Net income attributable to common stockholders | $(62,348) | $15,983 | $7,457 | | Weighted-average common shares outstanding – Basic | 110,644,366 | 101,606,966 | 95,032,265 | | Weighted-average common shares outstanding – Diluted | 110,644,366 | 102,602,738 | 95,400,528 | | Basic Net (loss) income per share | $(0.56) | $0.16 | $0.08 | | Diluted Net (loss) income per share | $(0.56) | $0.16 | $0.08 | - Basic and diluted net income per share are calculated by dividing net income available to common stockholders by the weighted-average common shares outstanding[438] - Potentially dilutive shares (restricted stock awards, restricted stock units, stock options) were not included in 2021 diluted EPS calculation as their effect was anti-dilutive due to the net loss[549] 20. RELATED PARTY TRANSACTIONS This section details Latham Group, Inc.'s related party transactions, including services from BrightAI Services, the termination of management fee arrangements with sponsors, and an operating lease with Acquigen Pty Ltd - BrightAI Services provided services for internal-use software, with costs capitalized as construction in progress. Incurred $2.1 million in 2021 and $0.5 million in 2020[550] - The management fee arrangement with the Sponsor and Wynnchurch Capital, L.P. terminated upon IPO, with no management fees incurred in 2021 or 2020[551][553] - Reimbursed less than $0.1 million in out-of-pocket costs to the Sponsor and Wynnchurch Capital, L.P. in 2021 and 2020[553] - Assumed an operating lease with Acquigen Pty Ltd (owned by a former employee) in 2019, with rent expense of $0.5 million in 2021[554] 21. GEOGRAPHIC INFORMATION This section provides a breakdown of Latham Group, Inc.'s net sales and long-lived assets by geographic area, highlighting its operations in the United States, Canada, Australia, and New Zealand Net Sales by Geographic Area (in thousands) | Geography | 2021 | 2020 | 2019 | | :---------- | :----- | :----- | :----- | | United States | $491,870 | $325,716 | $257,786 | | Canada | $98,662 | $50,499 | $43,157 | | Australia | $25,216 | $20,181 | $12,126 | | New Zealand | $8,055 | $3,984 | $2,432 | | Other | $6,653 | $3,009 | $2,474 | | Total | $630,456 | $403,389 | $317,975 | Long-Lived Assets by Geographic Area (in thousands) | Geography | Dec 31, 2021 | Dec 31, 2020 | | :---------- | :----------- | :----------- | | United States | $52,695 | $37,680 | | Canada | $4,607 | $3,050 | | Australia | $4,444 | $4,979 | | New Zealand | $1,760 | $1,648 | | Total | $63,506 | $47,357 | 22. CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY) This section presents condensed financial information for Latham Group, Inc. (Parent Company Only), which primarily holds investments in consolidated subsidiaries with restricted net assets - Latham Group, Inc. (Parent Company Only) has no material assets or standalone operations other than its ownership in consolidated subsidiaries[569] - Substantially all consolidated net assets of Latham Pool Products are restricted net assets, limiting dividend payments, loans, or advances to Latham Group, Inc. under the Credit Agreement[569] Parent Company Only Condensed Balance Sheets (in thousands) | Metric | Dec 31, 2021 | Dec 31, 2020 | | :-------------------------- | :----------- | :----------- | | Investment in subsidiary | $353,645 | $281,609 | | Total Assets | $353,645 | $281,609 | | Total Liabilities | $0 | $0 | | Total Stockholders' Equity | $353,645 | $281,609 | Parent Company Only Condensed Statements of Operations (in thousands) | Metric | 2021 | 2020 | 2019 | | :------------------------------------ | :------- | :------- | :------- | | Equity in net (loss) income of subsidiary | $(62,348) | $15,983 | $7,457 | | Net (loss) income attributable to common stockholders | $(62,348) | $15,983 | $7,457 | Parent Company Only Condensed Statements of Cash Flows (in thousands) | Cash Flow Activity | 2021 | 2020 | 2019 | | :-------------------------------- | :------- | :------- | :------- | | Net cash provided by operating activities | $0 | $0 | $0 | | Net cash used in investing activities | $(117,626) | $(65,553) | $0 | | Net cash provided by financing activities | $117,626 | $65,553 | $0 | | Net increase in cash | $0 | $0 | $0 | 23. SUBSEQUENT EVENTS This section details Latham Group, Inc.'s subsequent events, including a secondary offering by existing stockholders and the refinancing of its debt with a new credit agreement in February 2022 - On January 11, 2022, the company completed a secondary offering of 13,800,000 common shares by existing stockholders, incurring approximately $12.9 million in expenses[573] - On February 23, 2022, Latham Pool Products refinanced its debt, entering into a New Credit Agreement with a $75.0 million New Revolving Credit Facility (matures Feb 23, 2027) and a $325.0 million New Term Loan Facility (matures Feb 23, 2029)[574][575][576] - The New Term Loan Facility is subject to quarterly amortization payments of 0.25% of the initial principal amount[576] [Changes in and Disag