|
Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
| |
3089
(Primary Standard Industrial Classification Code Number) |
| |
83-2797583
(I.R.S. Employer Identification Number) |
|
|
John C. Kennedy, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 (212) 373-3000 |
| |
Ian D. Schuman, Esq.
Erika Weinberg, Esq. Latham & Watkins LLP 885 Third Avenue New York, New York 10022-4834 (212) 906-1200 |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☐
|
|
| | | |
Emerging growth company
☒
|
|
| | ||||||||||||||
Title of each Class of
Securities to be Registered |
| | |
Proposed Maximum
Aggregate Offering Price(1)(2) |
| | |
Amount of
Registration Fee(3) |
| ||||||
Common Stock, par value $0.0001 per share
|
| | | | $ | | | | | | $ | | | |
| | | | | iv | | | |
| | | | | 1 | | | |
| | | | | 20 | | | |
| | | | | 41 | | | |
| | | | | 43 | | | |
| | | | | 44 | | | |
| | | | | 45 | | | |
| | | | | 47 | | | |
| | | | | 50 | | | |
| | | | | 52 | | | |
| | | | | 73 | | | |
| | | | | 94 | | | |
| | | | | 102 | | | |
| | | | | 110 | | | |
| | | | | 114 | | | |
| | | | | 116 | | | |
| | | | | 124 | | | |
| | | | | 126 | | | |
| | | | | 130 | | | |
| | | | | 137 | | | |
| | | | | 137 | | | |
| | | | | 137 | | | |
| | | | | F-1 | | |
| | |
Predecessor
|
| | |
Successor(1)
|
| ||||||||||||||||||||||||||||||
| | |
Year ended
December 31, |
| |
Period of
January 1, 2018 through December 18, |
| | |
Period of
December 19, 2018 through December 31, |
| |
Year ended
December 31, |
| ||||||||||||||||||||||||
| | |
2016
(unaudited) |
| |
2017
(unaudited) |
| |
2018
(unaudited) |
| | |
2018
(unaudited) |
| |
2019(2)
|
| |
2020(2)
|
| ||||||||||||||||||
Net sales
|
| | | $ | | | | | $ | | | | | $ | | | | | | $ | | | | | $ | 317,975 | | | | | $ | | | |||||
Cost of sales
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 219,819 | | | | | | | | |
Gross profit
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 98,156 | | | | | | | | |
Selling, general and administrative
expense |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 57,388 | | | | | | | | |
Amortization
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,643 | | | | | | | | |
Income from operations
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,125 | | | | | | | | |
Other expense (income): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,639 | | | | | | | | |
Other expense (income), net
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | (300) | | | | | | | | |
Total other expense (income), net
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,339 | | | | | | | | |
Income before income taxes
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,786 | | | | | | | | |
Income tax (benefit) expense
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | (4,671) | | | | | | | | |
Net income
|
| | | $ | | | | | $ | | | | | $ | | | | | | $ | | | | | $ | 7,457 | | | | | $ | | | |||||
Net income per share attributable
to common stockholders(3): |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | | | | | $ | | | | | $ | | | | | | $ | | | | | $ | 7,457.00 | | | | | $ | | | |||||
Diluted
|
| | | $ | | | | | $ | | | | | $ | | | | | | $ | | | | | $ | 7,457.00 | | | | | $ | | | |||||
Weighted average common shares
outstanding(3): |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,000 | | | | | | | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,000 | | | | | | | | |
| | |
Predecessor
|
| | |
Successor(1)
|
| ||||||||||||
| | |
Year ended
December 31, |
| |
Period of
January 1, 2018 through December 18, |
| | |
Period of
December 19, 2018 through December 31, |
| |
Year ended
December 31, |
| ||||||
| | |
2016
(unaudited) |
| |
2017
(unaudited) |
| |
2018
(unaudited) |
| | |
2018
(unaudited) |
| |
2019(2)
|
| |
2020(2)
|
|
Pro forma net income per share attributable to common stockholders(4):
|
| | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | |
Pro forma weighted average common shares outstanding(4):
|
| | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Net cash provided by operating activities
|
| | | $ | 35,655 | | | | | $ | | | |
Net cash used in investing activities
|
| | | | (27,083) | | | | | | | | |
Net cash provided by financing activities
|
| | | | 16,551 | | | | | | | | |
| | |
Predecessor
|
| | |
Successor(1)
|
| ||||||||||||||||||||||||||||||
| | |
Year ended
December 31, |
| |
Period of
January 1, 2018 through December 18, |
| | |
Period of
December 19, 2018 through December 31, |
| |
Year ended December 31,
|
| ||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2018
|
| | |
2018
|
| |
2019(2)
|
| |
2020(2)
|
| ||||||||||||||||||
Adjusted EBITDA(5)
|
| | | $ | | | | | $ | | | | | $ | | | | | | $ | | | | | $ | 61,050 | | | | | $ | | | |||||
Adjusted EBITA margin(6)
|
| | | | % | | | | | | % | | | | | | % | | | | | | | % | | | | | | 19.2% | | | | | | % | | |
| | |
As of December 31, 2020
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(7)
|
| ||||||
Cash
|
| | | $ | | | | | $ | | | ||
Working capital(8)
|
| | | | | | | | | | | | |
Total assets
|
| | | | | | | | | | | | |
Total debt(9)
|
| | | | | | | | | | | | |
Total liabilities
|
| | | | | | | | | | | | |
Total stockholders’ equity
|
| | | | | | | | | | | | |
| | |
Predecessor
|
| | |
Successor(2)
|
| ||||||||||||||||||||||||||||||
| | |
Year ended December 31,
|
| |
Period of
January 1, 2018 through December 18, |
| | |
Period of
December 19, 2018 through December 31, |
| |
Year ended December 31,
|
| ||||||||||||||||||||||||
| | |
2016
(unaudited) |
| |
2017
(unaudited) |
| |
2018
(unaudited) |
| | |
2018
(unaudited) |
| |
2019(1)
|
| |
2020(1)
|
| ||||||||||||||||||
Net income
|
| | | $ | | | | | $ | | | | | $ | | | | | | $ | | | | | $ | 7,457 | | | | | $ | | | |||||
Depreciation and amortization
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,659 | | | | | | | | |
Interest expense
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,639 | | | | | | | | |
Income tax (benefit) expense
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | (4,671) | | | | | | | | |
Loss on sale and disposal of property and equipment
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 680 | | | | | | | | |
Restructuring charges(a)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 980 | | | | | | | | |
Management fees(b)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 500 | | | | | | | | |
Stock-based compensation expense
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 808 | | | | | | | | |
Other expense (income),
net(c) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | (300) | | | | | | | | |
Other non-cash items(d)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,331 | | | | | | | | |
Strategic initiative costs(e)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 964 | | | | | | | | |
Acquisition and integration related costs(f)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,612 | | | | | | | | |
Other(g) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 391 | | | | | | | | |
Adjusted EBITDA (unaudited)
|
| | | $ | | | | | $ | | | | | $ | | | | | | $ | | | | | $ | 61,050 | | | | | $ | | | |||||
Net Sales
|
| | | $ | | | | | $ | | | | | $ | | | | | | $ | | | | | $ | 317,975 | | | | | $ | | | |||||
Adjusted EBITDA margin (unaudited)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
19.2%
|
| | | |
|
%
|
| |
| | |
As of December 31, 2020
|
| |||||||||||||||
| | |
Actual
|
| |
As Adjusted
|
| |
As Further Adjusted
|
| |||||||||
| | |
(in thousands, except share data)
|
| |||||||||||||||
Cash
|
| | | $ | | | | | $ | | | | | $ | | | |||
Long-term debt, including current portion:
|
| | | | | | | | | | | | | | | | | | |
Amended Term Loan(1)
|
| | | | | | | | | | | | | | | | | | |
Revolving Credit Facility(2)
|
| | | | | | | | | | | | | | | | | | |
Related party note payable(3)
|
| | | | | | | | | | | | | | | | | | |
Total debt, net of discount and debt issuance costs
|
| | | $ | | | | | $ | | | | | | $ | | | ||
Stockholders’ equity: | | | | | | | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; no shares authorized,
issued or outstanding, actual; shares authorized, no shares issued or outstanding, as adjusted |
| | | | | | | | | | | | | | | | | | |
Common stock, $0.0001 par value; shares authorized,
shares issued and outstanding, actual; shares authorized, shares issued and outstanding, as adjusted |
| | | | | | | | | | | | | | | | | | |
Additional paid-in capital
|
| | | | | | | | | | | | | | | | | | |
Accumulated deficit
|
| | | | | | | | | | | | | | | | | | |
Accumulated other comprehensive loss
|
| | | | | | | | | | | | | | | | | | |
Total stockholders’ equity
|
| | | | | | | | | | | | | | | | | | |
Total capitalization
|
| | | $ | | | | | $ | | | | | | $ | | | |
|
Assumed initial public offering price per share
|
| |
|
| | | $ | | | ||||
|
Historical net tangible book value per share as of December 31, 2020
|
| | | $ | | | | | | | | | |
|
Increase in as adjusted net tangible book value per share attributable to the Reorganization and 2021 Financing
|
| | | | | | | | | | | | |
|
As adjusted net tangible book value per share before this offering
|
| | | | | | | | | | | | |
|
Increase in as adjusted net tangible book value per share attributable to new investors purchasing common stock in this offering
|
| | | | | | | | | | | | |
|
As adjusted and as further adjusted net tangible book value per share after this offering
|
| | | | | | | | | | | | |
|
Dilution in as adjusted net tangible book value per share to new investors purchasing common stock in this offering
|
| | | | | | | | | $ | | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
|
| ||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| |
Per Share
|
| ||||||||||||
Existing stockholders
|
| |
|
| | | | % | | | | | $ | | | | | | % | | | | | $ | | | ||
New investors
|
| | | | | | | | | | | | | | | | | | | | | | | | $ | | | |
Total
|
| | | | | | | 100.0% | | | | | $ | | | | | | 100.0% | | | | | | | | |
| | |
Predecessor
|
| | |
Successor(1)
|
| ||||||||||||||||||||||||||||||
| | |
Year ended December 31,
|
| |
Period of
January 1, 2018 through December 18, |
| | |
Period of
December 19, 2018 through December 31, |
| |
Year ended December 31,
|
| ||||||||||||||||||||||||
| | |
2016
(unaudited) |
| |
2017
(unaudited) |
| |
2018
(unaudited) |
| | |
2018
(unaudited) |
| |
2019(2)
|
| |
2020(2)
|
| ||||||||||||||||||
Net sales
|
| | | $ | | | | | $ | | | | | $ | | | | | | $ | | | | | $ | 317,975 | | | | | $ | | | |||||
Cost of sales
|
| | | | | | | | | | | | | | | | | | | | | | | | | 219,819 | | | | | | | | |||||
Gross profit
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 98,156 | | | | | | | | |
Selling, general and administrative expense
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 57,388 | | | | |||||
Amortization
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,643 | | | | |||||
Income from operations
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,125 | | | | |||||
Other expense (income): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,639 | | | | |||||
Other expense (income), net
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | (300) | | | | | | | | |
Total other expense (income), net
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,339 | | | | | | | | |
Income before income taxes
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,786 | | | | | | | | |
Income tax (benefit) expense
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | (4,671) | | | | | | | | |
Net income
|
| | | $ | | | | | $ | | | | | $ | | | | | | $ | | | | | $ | 7,457 | | | | | $ | | | |||||
Net income per share attributable to common stockholders(3):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | | | | | $ | | | | | $ | | | | | | $ | | | | | $ | 7,457.00 | | | | | $ | | | |||||
Diluted
|
| | | $ | | | | | $ | | | | | $ | | | | | | $ | | | | | $ | 7,457.00 | | | | | $ | | | |||||
Weighted average common shares outstanding(3):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,000 | | | | | | | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,000 | | | | | | | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Net cash provided by operating activities
|
| | | $ | 35,655 | | | | | $ | | | |
Net cash used in investing activities
|
| | | | (27,083) | | | | | | | | |
Net cash provided by financing activities
|
| | | | 16,551 | | | | | | | | |
| | |
As of December 31,
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
Cash
|
| | | $ | 56,655 | | | | | $ | | | |
Working capital(4)
|
| | | | 77,496 | | | | | | | | |
Total assets
|
| | | | 525,711 | | | | | | | | |
Total debt(5)
|
| | | | 223,223 | | | | | | | | |
Total liabilities
|
| | | | 331,916 | | | | | | | | |
Total stockholders’ equity
|
| | | | 193,795 | | | | | | | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2019
|
| |
% of
Net Sales |
| |
2020
|
| |
% of
Net Sales |
| |
Change
Amount |
| |
Change %
of Net Sales |
| ||||||||||||||||||
| | |
(dollars in thousands)
|
| |||||||||||||||||||||||||||||||||
Net sales
|
| | | $ | 317,975 | | | | | | 100% | | | | | $ | | | | | | % | | | | | $ | | | | | | % | | | ||
Cost of sales
|
| | | | 219,819 | | | | | | 69.1 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit
|
| | | | 98,156 | | | | | | 30.9 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expense
|
| | | | 57,388 | | | | | | 18.0 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization
|
| | | | 15,643 | | | | | | 4.9 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from operations
|
| | | | 25,125 | | | | | | 7.9 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other expense (income):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | 22,639 | | | | | | 7.1 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other expense (income), net
|
| | | | (300) | | | | | | 0.1 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total other expense (income), net
|
| | | | 22,339 | | | | | | 7.0 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income before income taxes
|
| | | | 2,786 | | | | | | 0.9 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income tax (benefit) expense
|
| | | | (4,671) | | | | | | 1.5 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income
|
| | | $ | 7,457 | | | | | | 2.3% | | | | | $ | | | | | | % | | | | | $ | | | | | | % | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
| | |
(in thousands)
|
| |||||||||
Net income
|
| | | $ | 7,457 | | | | | $ | | | |
Depreciation and amortization
|
| | | | 21,659 | | | |
|
| |||
Interest expense
|
| | | | 22,639 | | | | | | | | |
Income tax (benefit) expense
|
| | | | (4,671) | | | | | | | | |
Loss on sale and disposal of property and equipment
|
| | | | 680 | | | | | | | | |
Restructuring charges(a)
|
| | | | 980 | | | | | | | | |
Management fees(b)
|
| | | | 500 | | | | | | | | |
Stock-based compensation expense
|
| | | | 808 | | | | | | | | |
Other expense (income), net(c)
|
| | | | (300) | | | | | | | | |
Other non-cash items(d)
|
| | | | 6,331 | | | | | | | | |
Strategic initiative costs(e)
|
| | | | 964 | | | | | | | | |
Acquisition and integration related costs(f)
|
| | | | 3,612 | | | | | | | | |
Other(g) | | | | | 391 | | | | | | | | |
Adjusted EBITDA
|
| | | $ | 61,050 | | | | | $ | | | |
Net sales
|
| | | $ | 317,975 | | | | | $ | | | |
Adjusted EBITDA margin
|
| | | | 19.2% | | | | | | % | | |
Leverage Ratio
|
| |
December 31,
2019 |
| |||
> 3.50:1.00
|
| | | | 90% | | |
> 3.00:1.00 and ≤ 3.50:1.00
|
| | | | 75% | | |
> 2.50:1.00 and ≤ 3.00:1.00
|
| | | | 50% | | |
> 2.00:1.00 and ≤ 2.50:1.00
|
| | | | 25% | | |
≤ 2.00:1.00
|
| | | | 0% | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
| | |
(in thousands)
|
| |||||||||
Net cash provided by operating activities
|
| | | $ | 35,655 | | | | | $ | | | |
Net cash used in investing activities
|
| | | | (27,083) | | | | | | | | |
Net cash provided by financing activities
|
| | | | 16,551 | | | | | | | | |
Effect of exchange rate changes on cash
|
| | | | (956) | | | | | | | | |
Net increase in cash
|
| | | $ | 24,167 | | | | | $ | | |
| | |
Payments Due by Period
|
| |||||||||||||||||||||||||||
| | |
Total
|
| |
Less than
1 Year |
| |
1 to 3 Years
|
| |
4 to 5 Years
|
| |
More than
5 Years |
| |||||||||||||||
Long-term indebtedness, excluding interest(1)
|
| | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||
Interest on long-term indebtedness(2)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating lease obligations(3)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other long-term liabilities(4)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total(5) | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |
Location
|
| |
Purpose
|
| |
Size (Sq. ft.)
|
| |
Ownership
(owned or leased) |
|
Adelaide, Australia
|
| | Storage facility | | |
21,097*
|
| | Leased | |
Melbourne, Australia
|
| | Storage facility and office | | |
5,942
|
| | Leased | |
Picton, Australia
|
| | Fiberglass facility | | |
41,818
|
| | Leased | |
Sydney, Australia
|
| | Office | | |
6,889
|
| | Leased | |
Yalta, Australia
|
| | Fiberglass facility | | |
28,266
|
| | Leased | |
Ajax, Canada
|
| | Fiberglass steps | | |
25,641
|
| | Leased | |
Brantford, Canada
|
| | Liners, steel panels and covers facility | | |
113,360
|
| | Leased | |
Kingston, Canada
|
| | Fiberglass facility | | |
3,600
|
| | Leased | |
Terrebonne, Canada
|
| | Warehouse/distribution | | |
35,000
|
| | Leased | |
Hamilton, New Zealand
|
| | Fiberglass facility | | |
18,912
|
| | Leased | |
Hamilton, New Zealand
|
| | Mold building facility | | |
12,701
|
| | Leased | |
Williams, California
|
| | Fiberglass facility | | |
67,734
|
| | Leased | |
Zephyrhills, Florida
|
| | Fiberglass facility | | |
42,000
|
| | Leased | |
Suwanee, Georgia
|
| | Liners and covers facility | | |
84,466
|
| | Leased | |
Fort Wayne, Indiana
|
| | Liners, kits and covers facility | | |
161,000
|
| | Leased | |
Plainfield, Indiana
|
| | Automatic safety covers facility | | |
99,288
|
| | Leased | |
De Witt, Iowa
|
| | Fiberglass facility | | |
40,000
|
| | Leased | |
Bossier City, Louisiana
|
| | Liners and covers facility | | |
47,334
|
| | Leased | |
Breaux Bridge, Louisiana
|
| | Fiberglass facility | | |
22,463
|
| | Leased | |
Latham, New York
|
| |
Headquarters, polymer panels and thermoformed steps facility
|
| |
97,000
|
| | Owned | |
Queensbury, New York
|
| | Fiberglass depot | | |
2,400
|
| | Leased | |
Scotia, New York
|
| | Liners and covers facility | | |
122,543
|
| | Leased | |
Powells Point, North Carolina
|
| | Fiberglass depot | | |
964
|
| | Leased | |
Rockingham, North Carolina
|
| | Fiberglass facility | | |
45,330
|
| | Owned | |
Youngstown, Ohio
|
| | Warehouse — finished products | | |
105,000
|
| | Leased | |
Youngstown, Ohio
|
| | Warehouse — raw materials | | |
85,868
|
| | Leased | |
Youngstown, Ohio
|
| | Liners and covers facility | | |
16,992
|
| | Leased | |
Fayetteville, Tennessee
|
| | Fiberglass facility | | |
58,631
|
| | Owned | |
Odessa, Texas
|
| | Fiberglass facility | | |
33,500
|
| | Leased | |
Lindon, Utah
|
| | Automatic safety covers facility | | |
55,789
|
| | Leased | |
Jane Lew, West Virginia
|
| | Fiberglass facility | | |
67,100
|
| | Leased | |
Jane Lew, West Virginia
|
| | Storage facility and office | | |
18,000
|
| | Leased | |
Name
|
| |
Age
|
| |
Position
|
|
Scott M. Rajeski | | |
54
|
| | Director and Chief Executive Officer | |
J. Mark Borseth | | |
62
|
| | Chief Financial Officer | |
Jeff Leake | | |
59
|
| | Chief Operating Officer | |
Joel Culp | | |
56
|
| | Chief Marketing Officer | |
Kaushal Dhruv | | |
45
|
| | Chief Information Officer | |
Melissa Feck | | |
49
|
| | Chief Human Resource Officer | |
Jason Duva | | |
48
|
| | General Counsel and Chief Administrative Officer | |
James Cline | | |
69
|
| | Chairman and Director | |
Robert D. Evans | | |
61
|
| | Director | |
Alexander L. Hawkinson | | |
47
|
| | Director | |
Mark Laven | | |
67
|
| | Vice Chairman and Director | |
William Pruellage | | |
47
|
| | Director | |
Andrew Singer | | |
31
|
| | Director | |
Christopher O’Brien | | |
45
|
| | Director | |
Name and Principal Position
|
| |
Fiscal
Year |
| |
Salary
($) |
| |
Stock
Awards(1) ($) |
| |
Non-Equity
Incentive Plan Compensation(2) |
| |
All Other
Compensation(3) ($) |
| |
Total
($) |
| |||
Scott Rajeski
Chief Executive Officer |
| | | | 2020 | | | | | | | | | | | | | | | | | |
J. Mark Borseth(4)
Chief Financial Officer |
| | | | 2020 | | | | | | | | | | | | | | | | | |
Joel Culp
Chief Marketing Officer |
| | | | 2020 | | | | | | | | | | | | | | | | | |
Name
|
| |
Grant
Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#)(1)(4) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(2) |
| |
Number of
Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) |
| |
Market or
Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) |
|
Scott Rajeski
|
| | | | | | | | | | | | | | | |
J. Mark Borseth
|
| | | | | | | | | | | | | | | |
Joel Culp
|
| | | | | | | | | | | | | | | |
Name
|
| |
Shares of
Common Stock |
|
Pamplona Fund
|
| | | |
Wynnchurch Funds
|
| | | |
Scott M. Rajeski
|
| | | |
J. Mark Borseth
|
| | | |
Joel Culp
|
| | | |
Jeff Leake
|
| | | |
Kaushal Dhruv
|
| | | |
Melissa Feck
|
| | | |
Jason Duva
|
| | | |
James Cline
|
| | | |
Robert D. Evans
|
| | | |
Alexander L. Hawkinson
|
| | | |
Mark Laven
|
| | | |
William Pruellage
|
| | | |
Andrew Singer
|
| | | |
Christopher O’Brien
|
| |
Name
|
| |
Number of shares of
common stock to be sold to us, assuming the underwriters’ option to purchase additional shares is not exercised |
| |
Cash
Proceeds ($) |
| |
Number of shares of
common stock to be sold to us, assuming the underwriters’ option to purchase additional shares is exercised |
| |
Cash
Proceeds ($) |
|
Pamplona Fund
|
| | | | | | | | | | | | |
Wynnchurch Funds
|
| | | | | ||||||||
Scott M. Rajeski
|
| | | | | ||||||||
J. Mark Borseth
|
| | | | | ||||||||
Joel Culp
|
| | | | | ||||||||
Jeff Leake
|
| | | | | ||||||||
Kaushal Dhruv
|
| | | | | ||||||||
Melissa Feck
|
| | | | | ||||||||
Jason Duva
|
| | | | | ||||||||
James Cline
|
| | | | | ||||||||
Robert D. Evans
|
| | | | | ||||||||
Alexander L.Hawkinson
|
| | | | | ||||||||
Mark Laven
|
| | | | | ||||||||
William Pruellage
|
| | | | | ||||||||
Andrew Singer
|
| | | | | ||||||||
Christopher O’Brien
|
| | | | |
| | |
Shares of Common Stock
Beneficially Owned Before the Offering |
| |
Shares of
Common Stock Beneficially Owned After the Offering assuming underwriters’ option is not exercised |
| |
Shares of
Common Stock Beneficially Owned After the Offering assuming underwriters’ option is exercised |
| |||||||||
| | |
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
|
5% Stockholders
|
| | | | | | | | | | | | | | | | | | |
Pamplona Funds(1)
|
| | | | | | | | | | | | | | | | | | |
Wynnchurch Funds(2)
|
| | | | | | | | | | | | | | | | | | |
Named Executive Officers and Directors
|
| | | | | | | | | | | | | | | | | | |
Scott M. Rajeski
|
| | | | | | | | | | | | | | | | | | |
J. Mark Borseth
|
| | | | | | | | | | | | | | | | | | |
Joel Culp
|
| | | | | | | | | | | | | | | | | | |
James Cline
|
| | | | | | | | | | | | | | | | | | |
Robert D. Evans
|
| | | | | | | | | | | | | | | | | | |
Alexander L. Hawkinson
|
| | | | | | | | | | | | | | | | | | |
Mark Laven
|
| | | | | | | | | | | | | | | | | | |
William Pruellage
|
| | | | | | | | | | | | | | | | | | |
Andrew Singer
|
| | | | | | | | | | | | | | | | | | |
Christopher O’Brien(2)
|
| | | | | | | | | | | | | | | | | | |
All current directors and executive officers as a group (10 persons)
|
| | | | | | | | | | | | | | | | | | |
Underwriters
|
| |
Number of Shares
|
| |||
Barclays Capital Inc.
|
| | | | | | |
BofA Securities, Inc.
|
| | | | | | |
Morgan Stanley & Co. LLC
|
| | | | | | |
Goldman Sachs & Co. LLC
|
| | | | | | |
Total
|
| | | | | |
| | |
Company
|
| |||||||||
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per Share
|
| | | $ | | | | | $ | | | ||
Total
|
| | | $ | | | | | $ | | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | | |
| | | | | F-8 | | |
| | |
December 31, 2019
|
| |||
Assets | | | | | | | |
Current assets: | | | | | | | |
Cash
|
| | | $ | 56,655 | | |
Trade receivables, net
|
| | | | 31,427 | | |
Inventories, net
|
| | | | 35,611 | | |
Prepaid expenses and other current assets
|
| | | | 3,998 | | |
Total current assets
|
| | | | 127,691 | | |
Property and equipment, net
|
| | | | 37,845 | | |
Deferred tax assets
|
| | | | 206 | | |
Goodwill
|
| | | | 101,672 | | |
Intangible assets, net
|
| | | | 258,297 | | |
Total assets
|
| | | $ | 525,711 | | |
Liabilities and Stockholders’ Equity | | | | | | | |
Current liabilities: | | | | | | | |
Accounts payable
|
| | | $ | 12,093 | | |
Current maturities of long-term debt
|
| | | | 6,891 | | |
Accrued expenses and other current liabilities
|
| | | | 22,233 | | |
Contingent consideration liability
|
| | | | 8,978 | | |
Total current liabilities
|
| | | | 50,195 | | |
Long-term debt, net of discount and current portion
|
| | | | 216,332 | | |
Deferred income tax liabilities, net
|
| | | | 60,008 | | |
Liability for uncertain tax positions
|
| | | | 5,075 | | |
Other long-term liabilities
|
| | | | 306 | | |
Total liabilities
|
| | | $ | 331,916 | | |
Commitments and contingencies (Note 13) | | | | | | | |
Stockholders’ equity: | | | | | | | |
Common stock, $0.0001 par value; 1,000 shares authorized as of December 31, 2019; 1,000 shares issued and outstanding as of December 31, 2019
|
| | | | — | | |
Additional paid-in capital
|
| | | | 196,484 | | |
Accumulated deficit
|
| | | | (2,218) | | |
Accumulated other comprehensive loss
|
| | | | (471) | | |
Total stockholders’ equity
|
| | | | 193,795 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 525,711 | | |
| | |
Year Ended
December 31, 2019 |
| |||
Net sales
|
| | | $ | 317,975 | | |
Cost of sales
|
| | | | 219,819 | | |
Gross profit
|
| | | | 98,156 | | |
Selling, general and administrative expense
|
| | | | 57,388 | | |
Amortization
|
| | | | 15,643 | | |
Income from operations
|
| | | | 25,125 | | |
Other expense (income): | | | | | | | |
Interest expense
|
| | | | 22,639 | | |
Other expense (income), net
|
| | | | (300) | | |
Total other expense (income), net
|
| | | | 22,339 | | |
Income before income taxes
|
| | | | 2,786 | | |
Income tax (benefit) expense
|
| | | | (4,671) | | |
Net income
|
| | | $ | 7,457 | | |
Net income per share attributable to common stockholders: | | | | | | | |
Basic
|
| | | $ | 7,457.00 | | |
Diluted
|
| | | $ | 7,457.00 | | |
Weighted average common shares outstanding – basic and diluted | | | | | | | |
Basic
|
| | | | 1,000 | | |
Diluted
|
| | | | 1,000 | | |
| | |
Year Ended
December 31, 2019 |
| |||
Net income
|
| | | $ | 7,457 | | |
Other comprehensive income (loss), net of tax: | | | | | | | |
Foreign currency translation adjustments
|
| | | | (664) | | |
Benefit pension plan adjustments
|
| | | | (6) | | |
Total other comprehensive loss, net of tax
|
| | | | (670) | | |
Comprehensive income
|
| | | $ | 6,787 | | |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive Income (Loss) |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balances at December 31, 2018
|
| | | | 1,000 | | | | | $ | — | | | | | $ | 188,059 | | | | | $ | (7,978) | | | | | $ | 199 | | | | | $ | 180,280 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 7,457 | | | | | | — | | | | | | 7,457 | | |
Cumulative effect of adoption of new revenue recognition standard (Note 2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,697) | | | | | | — | | | | | | (1,697) | | |
Foreign currency translation adjustments
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (664) | | | | | | (664) | | |
Defined benefit pension plan
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6) | | | | | | (6) | | |
Capital contribution from parent
|
| | | | — | | | | | | — | | | | | | 7,817 | | | | | | — | | | | | | — | | | | | | 7,817 | | |
Distributions to parent
|
| | | | — | | | | | | — | | | | | | (200) | | | | | | — | | | | | | — | | | | | | (200) | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | 808 | | | | | | — | | | | | | — | | | | | | 808 | | |
Balances at December 31, 2019
|
| | | | 1,000 | | | | | $ | — | | | | | $ | 196,484 | | | | | $ | (2,218) | | | | | $ | (471) | | | | | $ | 193,795 | | |
| | |
Year Ended
December 31, 2019 |
| |||
Cash flows from operating activities: | | | | | | | |
Net income
|
| | | $ | 7,457 | | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | |
Depreciation and amortization
|
| | | | 21,659 | | |
Amortization of deferred financing costs and debt discount
|
| | | | 3,151 | | |
Bad debt expense
|
| | | | 253 | | |
Deferred income taxes
|
| | | | (10,226) | | |
Stock-based compensation expense
|
| | | | 808 | | |
Loss on sale and disposal of property and equipment
|
| | | | 680 | | |
Provision on liability for uncertain tax positions
|
| | | | 5,075 | | |
Change in fair value of contingent consideration for Narellan Group Pty Limited
|
| | | | 1,441 | | |
Changes in operating assets and liabilities:
|
| | | | | | |
Trade receivables
|
| | | | (7,104) | | |
Inventories
|
| | | | 12,960 | | |
Prepaid expenses and other current assets
|
| | | | 1,460 | | |
Income tax receivable
|
| | | | (503) | | |
Accounts payable
|
| | | | (2,278) | | |
Accrued expenses and other current liabilities
|
| | | | 699 | | |
Other long-term liabilities
|
| | | | 123 | | |
Net cash provided by operating activities
|
| | | | 35,655 | | |
Cash flows from investing activities: | | | | | | | |
Purchases of property and equipment
|
| | | | (8,165) | | |
Proceeds from the sale of property and equipment
|
| | | | 1,296 | | |
Acquisitions of a business, net of cash acquired
|
| | | | (20,214) | | |
Net cash used in investing activities
|
| | | | (27,083) | | |
Cash flows from financing activities: | | | | | | | |
Proceeds from long-term debt borrowings
|
| | | | 22,310 | | |
Payments on long-term debt borrowings
|
| | | | (5,809) | | |
Proceeds from capital contributions from parent
|
| | | | 250 | | |
Distributions to parent
|
| | | | (200) | | |
Net cash provided by financing activities
|
| | | | 16,551 | | |
Effect of exchange rate changes on cash
|
| | | | (956) | | |
Net increase in cash
|
| | | $ | 24,167 | | |
Cash at beginning of period
|
| | | | 32,488 | | |
Cash at end of period
|
| | | $ | 56,655 | | |
Supplemental cash flow information: | | | | | | | |
Cash paid for interest
|
| | | $ | 19,488 | | |
Income taxes paid, net
|
| | | $ | 168 | | |
Supplemental disclosure of non-cash investing and financing activities: | | | | | | | |
Purchases of property and equipment included in accounts payable and accrued
expenses |
| | | $ | 312 | | |
Fair value of contingent consideration recorded in connection with acquisition of Narellan Group Pty Limited
|
| | | $ | 8,869 | | |
Fair value of equity consideration issued by Parent in connection with acquisition of Narellan Group Pty Limited
|
| | | $ | 7,567 | | |
Change in pension liability
|
| | | $ | 31 | | |
| | |
Estimated Useful Life
|
|
Building and improvements | | |
25 years
|
|
Molds and dyes | | |
5 – 10 years
|
|
Machinery and equipment (including computer equipment and software) | | |
3 – 10 years
|
|
Furniture and fixtures | | |
5 – 7 years
|
|
Vehicles | | |
5 years
|
|
Asset
|
| |
Estimated Useful
Life |
|
Patented technology | | |
5 – 10 years
|
|
Trade names and trademarks | | |
25 years
|
|
Pool designs | | |
14 years
|
|
Franchise relationships | | |
4 years
|
|
Dealer relationships | | |
5 – 15 years
|
|
Non-competition agreements | | |
5 years
|
|
(in thousands)
|
| |
May 31, 2019
|
| |||
Total consideration
|
| | | $ | 35,233 | | |
Allocation of purchase price: | | | | | | | |
Cash
|
| | | | 24 | | |
Trade receivables
|
| | | | 1,420 | | |
Inventories
|
| | | | 4,501 | | |
Prepaid expenses and other current assets
|
| | | | 472 | | |
Property and equipment
|
| | | | 4,861 | | |
Intangible assets
|
| | | | 18,332 | | |
Deferred tax asset
|
| | | | 126 | | |
Total assets acquired
|
| | | | 29,736 | | |
Accounts payable
|
| | | | 3,379 | | |
Accrued expenses and other current liabilities
|
| | | | 442 | | |
Deferred tax liabilities
|
| | | | 470 | | |
Total liabilities assumed
|
| | | | 4,291 | | |
Total fair value of net assets acquired, excluding goodwill:
|
| | | | 25,445 | | |
Goodwill
|
| | | $ | 9,788 | | |
(in thousands)
|
| |
Amount
|
| |||
Cash consideration
|
| | | $ | 20,238 | | |
Fair value of equity consideration
|
| | | | 7,567 | | |
Fair value of contingent consideration
|
| | | | 7,428 | | |
Total consideration
|
| | | $ | 35,233 | | |
Definite-lived intangible assets:
|
| |
Fair Value
(in thousands |
| |
Amortization Period
(in years) |
| ||||||
Trade names and trademarks
|
| | | $ | 9,535 | | | | | | 25 | | |
Pool designs
|
| | | | 5,728 | | | | | | 14 | | |
Patented technology
|
| | | | 1,410 | | | | | | 5 | | |
Franchise relationships
|
| | | | 1,187 | | | | | | 4 | | |
Dealer relationships
|
| | | | 472 | | | | | | 5 | | |
| | | | $ | 18,332 | | | | | | | | |
(in thousands)
|
| |
Year Ended
December 31, 2019 |
| |||
Net sales
|
| | | $ | 15,893 | | |
Net loss
|
| | | $ | (1,047) | | |
(in thousands)
|
| |
Year Ended
December 31, 2019 |
| |||
Net sales
|
| | | $ | 322,871 | | |
Net loss
|
| | | $ | 7,515 | | |
| | |
Fair Value
|
| |||
Balance as of May 31, 2019
|
| | | $ | 7,428 | | |
Change in fair value of Contingent Consideration
|
| | | | 1,441 | | |
Foreign currency translation adjustment
|
| | | | 109 | | |
Balance as of December 31, 2019
|
| | | $ | 8,978 | | |
|
EBITDA risk adjustment
|
| | | | 17.30% | | |
|
Annual EBITDA volatility
|
| | | | 55.00% | | |
|
Risk-free rate of return
|
| | | | 2.10% | | |
| | |
December 31, 2019
|
| |||||||||
| | |
Carrying
Value |
| |
Estimated
Fair Value |
| ||||||
Term loan
|
| | | $ | 223,223 | | | | | $ | 220,712 | | |
| | |
Year Ended
December 31, 2019 |
| |||
Balance as of December 31, 2018
|
| | | $ | 91,782 | | |
Acquisitions
|
| | | | 9,788 | | |
Foreign currency translation adjustment
|
| | | | 102 | | |
Balance as of December 31, 2019
|
| | | $ | 101,672 | | |
| | |
December 31, 2019
|
| |||||||||||||||||||||
| | |
Gross
Carrying Amount |
| |
Foreign
Currency Translation |
| |
Accumulated
Amortization |
| |
Net Amount
|
| ||||||||||||
Trade names and trademarks
|
| | | $ | 125,600 | | | | | $ | 99 | | | | | $ | 5,032 | | | | | $ | 120,667 | | |
Patented technology
|
| | | | 16,126 | | | | | | 14 | | | | | | 1,698 | | | | | | 14,442 | | |
Pool designs
|
| | | | 5,728 | | | | | | 59 | | | | | | 239 | | | | | | 5,548 | | |
Franchise relationships
|
| | | | 1,187 | | | | | | 12 | | | | | | 173 | | | | | | 1,026 | | |
Dealer relationships
|
| | | | 123,176 | | | | | | 5 | | | | | | 8,530 | | | | | | 114,651 | | |
Non-competition agreements
|
| | | | 2,476 | | | | | | — | | | | | | 513 | | | | | | 1,963 | | |
| | | | $ | 274,293 | | | | | $ | 189 | | | | | $ | 16,185 | | | | | $ | 258,297 | | |
Year Ended
|
| |
Estimated Future
Amortization Expense |
| |||
2020
|
| | | $ | 16,253 | | |
2021
|
| | | | 16,253 | | |
2022
|
| | | | 16,253 | | |
2023
|
| | | | 16,062 | | |
2024
|
| | | | 15,242 | | |
Thereafter
|
| | | | 178,234 | | |
| | | | $ | 258,297 | | |
| | |
December 31, 2019
|
| |||
Raw materials
|
| | | $ | 19,035 | | |
Finished goods
|
| | | | 16,576 | | |
| | | | $ | 35,611 | | |
| | |
December 31, 2019
|
| |||
Land
|
| | | $ | 1,613 | | |
Building and improvements
|
| | | | 5,495 | | |
Machinery and equipment
|
| | | | 17,661 | | |
Furniture and fixtures
|
| | | | 511 | | |
Computer equipment and software
|
| | | | 5,090 | | |
Molds and dyes
|
| | | | 5,602 | | |
Leasehold improvements
|
| | | | 2,611 | | |
Vehicles
|
| | | | 2,338 | | |
Construction in progress
|
| | | | 3,046 | | |
| | | | | 43,967 | | |
Less: Accumulated depreciation
|
| | | | (6,122) | | |
| | | | $ | 37,845 | | |
| | |
December 31, 2019
|
| |||
Term loan
|
| | | $ | 232,191 | | |
Revolving credit facility
|
| | | | — | | |
Less: Unamortized discount and debt issuance costs
|
| | | | (8,968) | | |
Total debt
|
| | | | 223,223 | | |
Less: Current portion of long-term debt
|
| | | | (6,891) | | |
Total long-term debt
|
| | | $ | 216,332 | | |
Leverage Ratio
|
| |
December 31, 2019
|
| |||
> 3.50:1.00
|
| | | | 90% | | |
> 3.00:1.00 and ≤ 3.50:1.00
|
| | | | 75% | | |
> 2.50:1.00 and ≤ 3.00:1.00
|
| | | | 50% | | |
> 2.00:1.00 and ≤ 2.50:1.00
|
| | | | 25% | | |
≤ 2.00:1.00
|
| | | | 0% | | |
| | |
Year Ended
December 31, 2019 |
| |||
Cash interest expense
|
| | | $ | 19,488 | | |
Amortization of debt issuance costs
|
| | | | 2,968 | | |
Amortization of original issue discount
|
| | | | 183 | | |
Total interest expense
|
| | | $ | 22,639 | | |
Year Ended
|
| |
Term Loan Facility
|
| |||
2020
|
| | | $ | 6,891 | | |
2021
|
| | | | 11,907 | | |
2022
|
| | | | 11,907 | | |
2023
|
| | | | 11,907 | | |
2024
|
| | | | 11,907 | | |
Thereafter
|
| | | | 177,672 | | |
| | | | $ | 232,191 | | |
| | |
December 31, 2019
|
| |||
Accrued sales rebates
|
| | | $ | 6,520 | | |
Accrued product warranties
|
| | | | 2,663 | | |
Accrued incentives
|
| | | | 2,448 | | |
Accrued vacation
|
| | | | 2,425 | | |
Accrued payroll
|
| | | | 2,334 | | |
Accrued third-party services
|
| | | | 1,556 | | |
Accrued taxes
|
| | | | 884 | | |
Accrued interest
|
| | | | 647 | | |
Other
|
| | | | 2,756 | | |
Total accrued expenses and other current liabilities
|
| | | $ | 22,233 | | |
| | |
Year Ended
December 31, 2019 |
| |||
Balance at the beginning of the year
|
| | | $ | 1,977 | | |
Accruals for warranties issued
|
| | | | 3,729 | | |
Less: Settlements made (in cash or in kind)
|
| | | | (2,860) | | |
Balance at the end of the year
|
| | | | 2,846 | | |
Less: Current portion of accrued warranty costs
|
| | | | (2,663) | | |
Accrued warranty costs – less current portion
|
| | | $ | 183 | | |
| | |
Year Ended
December 31, 2019 |
| |||
In-ground Swimming Pools
|
| | | $ | 175,033 | | |
Covers
|
| | | | 70,984 | | |
Liners
|
| | | | 71,958 | | |
| | | | $ | 317,975 | | |
|
Balance at the beginning of the year
|
| | | $ | 1,535 | | |
|
Bad debt expense
|
| | | | 253 | | |
|
Write-offs
|
| | | | (466) | | |
|
Balance at the end of the year
|
| | | $ | 1,322 | | |
| | |
Year Ended
December 31, 2019 |
| |||
Income (loss) before income taxes: | | | | | | | |
Domestic
|
| | | $ | 9,939 | | |
Foreign
|
| | | | (7,153) | | |
Total
|
| | | $ | 2,786 | | |
| | |
Year Ended
December 31, 2019 |
| |||
Current income tax (benefit) expense: | | | | | | | |
Domestic
|
| | | $ | 5,424 | | |
Foreign
|
| | | | 131 | | |
Total current tax (benefit) expense
|
| | | | 5,555 | | |
Deferred income tax (benefit) expense | | | | | | | |
Domestic
|
| | | | (10,020) | | |
Foreign
|
| | | | (206) | | |
Total deferred tax (benefit) expense
|
| | | | (10,226) | | |
Total income tax (benefit) expense
|
| | | $ | (4,671) | | |
| | |
Year Ended
December 31, 2019 |
| |
Rate
|
| ||||||
Federal statutory tax rate
|
| | | $ | 583 | | | | | | 21.0% | | |
Foreign taxes less than U.S. statutory rate
|
| | | | 31 | | | | | | 1.1% | | |
State income tax, net of federal benefit
|
| | | | (1,867) | | | | | | (67.2)% | | |
Uncertain tax provisions
|
| | | | 9,681 | | | | | | 348.2% | | |
Change in valuation allowance
|
| | | | (163) | | | | | | (5.9)% | | |
GILTI
|
| | | | 586 | | | | | | 21.1% | | |
Meals and entertainment
|
| | | | 186 | | | | | | 6.8% | | |
Foreign expenses not deductible for tax
|
| | | | 1,560 | | | | | | 56.1% | | |
Transaction costs not deductible for tax
|
| | | | 370 | | | | | | 13.3% | | |
Canadian tax restructuring
|
| | | | (15,635) | | | | | | (562.4)% | | |
Other expenses not deductible for tax
|
| | | | (3) | | | | | | (0.1)% | | |
| | | | $ | (4,671) | | | | | | (168.0)% | | |
| | |
Year Ended
December 31, 2019 |
| |||
Balance at January 1
|
| | | $ | (12,300) | | |
Additions
|
| | | | (163) | | |
Deductions
|
| | | | — | | |
Balance at December 31
|
| | | $ | (12,463) | | |
| | |
December 31, 2019
|
| |||
Deferred Tax Assets: | | | | | | | |
Net operating loss carryforwards
|
| | | $ | 12,110 | | |
Inventory values
|
| | | | 680 | | |
Warranty reserve
|
| | | | 649 | | |
Trade receivables
|
| | | | 477 | | |
Stock options
|
| | | | 389 | | |
Section 163(j)
|
| | | | 289 | | |
Deferred taxes in equity
|
| | | | 257 | | |
Accrued expenses
|
| | | | 224 | | |
Transaction costs
|
| | | | 107 | | |
Canadian tax credits
|
| | | | 86 | | |
Deferred revenue
|
| | | | 64 | | |
Gross deferred tax assets
|
| | | | 15,332 | | |
Valuation allowance
|
| | | | (12,463) | | |
Total deferred tax asset
|
| | | | 2,869 | | |
Less: Foreign deferred tax benefit
|
| | | | (206) | | |
Total domestic deferred tax asset
|
| | | | 2,663 | | |
Deferred Tax Liabilities: | | | | | | | |
Intangibles
|
| | | | (57,221) | | |
Fixed assets
|
| | | | (4,677) | | |
Prepaid expenses
|
| | | | (773) | | |
Total deferred tax liabilities
|
| | | | (62,671) | | |
Net deferred tax liabilities
|
| | | $ | (60,008) | | |
| | |
Year Ended
December 31, 2019 |
| |||
Balance at the beginning of the year
|
| | | $ | — | | |
Additions for tax positions taken during prior years
|
| | | | — | | |
Additions for tax positions taken during the current year
|
| | | | 9,681 | | |
Settlements
|
| | | | — | | |
Foreign currency translation adjustment
|
| | | | — | | |
Lapses in statute of limitations
|
| | | | — | | |
Balance at the end of the year
|
| | | $ | 9,681 | | |
| Year Ended | | | | | | | |
|
2020
|
| | | $ | 6,123 | | |
|
2021
|
| | | | 4,263 | | |
|
2022
|
| | | | 3,124 | | |
|
2023
|
| | | | 1,639 | | |
|
2024
|
| | | | 1,436 | | |
|
Thereafter
|
| | | | 2,569 | | |
| | | | | $ | 19,154 | | |
| | |
Number of PIUs
|
| |
Weighted Average
Grant Date Fair Value |
| ||||||
Balance at the beginning of the year
|
| | | | 20,890,124 | | | | | $ | 0.41 | | |
Granted
|
| | | | 3,692,699 | | | | | $ | 0.38 | | |
Forfeited
|
| | | | (2,848,653) | | | | | $ | 0.41 | | |
Balance at the end of the year
|
| | | | 21,734,170 | | | | | | | | |
| | |
Year Ended
December 31, 2019 |
| |||
Expected volatility
|
| | | | 49.00% | | |
Risk-free interest rate
|
| | | | 1.90% | | |
Expected term (in years)
|
| | | | 4.60 | | |
Expected dividend yield
|
| | | | —% | | |
| | |
Year Ended
December 31, 2019 |
| |||
Numerator: | | | | | | | |
Net income attributable to common stockholders
|
| | | $ | 7,457 | | |
Denominator: | | | | | | | |
Weighted average common shares outstanding, basic and diluted
|
| | | | 1,000 | | |
Net income per share attributable to common stockholders, basic and diluted
|
| | | $ | 7,457.00 | | |
| | |
Year Ended
December 31, 2019 |
| |||
Net sales | | | | | | | |
United States
|
| | | $ | 257,786 | | |
Canada
|
| | | | 43,157 | | |
Australia
|
| | | | 12,126 | | |
New Zealand
|
| | | | 2,432 | | |
Other
|
| | | | 2,474 | | |
Total
|
| | | $ | 317,975 | | |
| | |
December 31,
2019 |
| |||
Long-lived assets | | | | | | | |
United States
|
| | | $ | 30,433 | | |
Australia
|
| | | | 4,094 | | |
Canada
|
| | | | 2,279 | | |
New Zealand
|
| | | | 1,039 | | |
Total
|
| | | $ | 37,845 | | |
| | |
December 31, 2019
|
| |||
Assets | | | | | | | |
Investment in subsidiary
|
| | | $ | 193,795 | | |
Stockholders’ Equity | | | | | | | |
Common stock, $0.0001 par value; 1,000 shares authorized at December 31, 2019; 1,000 shares issued and outstanding at December 31, 2019
|
| | | | — | | |
Additional paid-in capital
|
| | | | 196,484 | | |
Accumulated deficit
|
| | | | (2,218) | | |
Accumulated other comprehensive loss
|
| | | | (471) | | |
Total stockholders’ equity
|
| | | $ | 193,795 | | |
| | |
Year Ended
December 31, 2019 |
| |||
Equity in net income of subsidiary
|
| | | $ | 7,457 | | |
Net income
|
| | | $ | 7,457 | | |
Net income per share | | | | | | | |
Net income per share attributable to common stockholders – basic and diluted
|
| | | $ | 7,457.00 | | |
Weighted average common shares outstanding – basic and diluted
|
| | | | 1,000 | | |
| | |
Year Ended
December 31, 2019 |
| |||
Net income
|
| | | $ | 7,457 | | |
Equity in other comprehensive loss of subsidiary
|
| | | | (670) | | |
Comprehensive income
|
| | | $ | 6,787 | | |
(in thousands)
|
| |
October 22,
2020 |
| |||
Total consideration
|
| | | $ | 78,404 | | |
Allocation of purchase price: | | | | | | | |
Cash
|
| | | | 5,007 | | |
Trade receivables
|
| | | | 11,013 | | |
Inventories
|
| | | | 11,855 | | |
Prepaid expenses and other current assets
|
| | | | 3,949 | | |
Property and equipment
|
| | | | 1,402 | | |
Intangible assets
|
| | | | 46,900 | | |
Total assets acquired
|
| | | | 80,126 | | |
Accounts payable
|
| | | | (3,536) | | |
Accrued expenses and other current liabilities
|
| | | | (8,844) | | |
Other long-term liabilities
|
| | | | (504) | | |
Total liabilities assumed
|
| | | | (12,884) | | |
Total fair value of net assets acquired, excluding goodwill:
|
| | | | 67,242 | | |
Goodwill
|
| | | $ | 11,162 | | |
Definite-lived intangible assets:
|
| |
Fair Value
(in thousands) |
| |
Amortization Period
(in years) |
| ||||||
Trade names
|
| | | $ | 9,700 | | | | | | 9 | | |
Dealer relationships
|
| | | | 37,200 | | | | | | 8 | | |
| | | | $ | 46,900 | | | | | | | | |
|
SEC registration fee
|
| | | $ | * | | |
|
Stock exchange listing fee
|
| | | | * | | |
|
FINRA filing fee
|
| | | | * | | |
|
Printing expenses
|
| | | | * | | |
|
Legal fees and expenses
|
| | | | * | | |
|
Accounting fees and expenses
|
| | | | * | | |
|
Blue Sky fees and expenses
|
| | | | * | | |
|
Transfer agent and registrar fees
|
| | | | * | | |
|
Miscellaneous
|
| | | | * | | |
|
Total
|
| | | $ | * | | |
Exhibit
Number |
| |
Exhibit Description
|
|
1.1* | | | Form of Underwriting Agreement | |
3.1* | | | Form of Amended and Restated Certificate of Incorporation of Latham Topco, Inc., to become effective immediately prior to the completion of this offering | |
3.2* | | | Form of Amended and Restated Bylaws of Latham Topco, Inc., to become effective immediately prior to the completion of this offering | |
4.1* | | | Specimen Share Certificate of Latham Topco, Inc. | |
5.1* | | | Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to the validity of the securities being offered | |
10.1* | | | Credit Agreement, dated as of December 18, 2018, among Latham Pool Products, Inc., Latham International Manufacturing Corp., the lenders party thereto and Nomura Corporate Funding Americas, LLC., as administrative agent | |
10.2* | | | First Incremental Facility Amendment to the Credit Agreement, dated as of May 29, 2019, among Latham Pool Products, Inc., Latham International Manufacturing Corp., the lenders party thereto and Nomura Corporate Funding Americas, LLC, as administrative agent | |
10.3* | | | Second Incremental Facility Amendment to the Credit Agreement, dated as of October 14, 2020, among Latham Pool Products, Inc., Latham International Manufacturing Corp., the lenders party thereto and Nomura Corporate Funding Americas, LLC., as administrative agent | |
10.4* | | | Third Incremental Facility Amendment to the Credit Agreement, dated as of January 25, 2021 among Latham Pool Products, Inc., Latham International Manufacturing Corp., the lenders party thereto and Nomura Corporate Funding Americas, LLC., as administrative agent | |
10.5* | | | Form of Stockholders Agreement by and among Latham Topco, Inc. and the stockholders party thereto | |
10.6* | | | Form of Registration Rights Agreement by and among Latham Topco, Inc. and the stockholders party thereto | |
10.7* | | | Form of Indemnification Agreement by and among the Latham Topco, Inc. and each of its directors and executive officers | |
10.8* | | | Employment Agreement by and between Scott Rajeski and Latham Pool Products, Inc., dated December 17, 2018 | |
10.9* | | | Offer Letter by and between J. Mark Borseth and Latham Pool Products, Inc., dated February 7, 2020, as amended February 11, 2020 | |
10.10* | | | Employment Agreement by and between J. Mark Borseth and Latham Pool Products, Inc., dated February 12, 2020, as amended April 6, 2020 | |
10.11* | | | Offer Letter by and between Joel Culp and Latham Pool Products, Inc., dated January 18, 2019 | |
10.12* | | | Employment Agreement by and between Joel Culp and Latham Pool Products, Inc., dated February 11, 2019 | |
10.13* | | | Latham Pool Products, Inc. Management Incentive Bonus Plan | |
10.14* | | | Latham Topco, Inc. 2021 Omnibus Equity Incentive Plan | |
10.15* | | | Form of Nonqualified Option Award Agreement under the 2021 Omnibus Equity Incentive Plan | |
10.16* | | | Form of Restricted Stock Award Agreement under the 2021 Omnibus Equity Incentive Plan | |
10.17* | | | Form of Restricted Stock Unit Award Agreement under the 2021 Omnibus Equity Incentive Plan | |
21.1* | | | Subsidiaries of the registrant | |
23.1* | | | Consent of RSM US LLP, independent registered public accounting firm | |
23.2* | | | Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1) | |
Exhibit
Number |
| |
Exhibit Description
|
|
24.1* | | | Powers of Attorney (included in signature page) | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
Scott M. Rajeski
|
| | Chief Executive Officer; Director (Principal Executive Officer) | | |
, 2021
|
|
|
James Mark Borseth
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| |
, 2021
|
|
|
William Pruellage
|
| | Director | | |
, 2021
|
|
|
Andrew Singer
|
| | Director | | |
, 2021
|
|
|
Christopher O’Brien
|
| | Director | | |
, 2021
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
Mark Laven
|
| |
Director
|
| |
, 2021
|
|
|
James Cline
|
| | Director | | |
, 2021
|
|
|
Robert D. Evans
|
| | Director | | |
, 2021
|
|
|
Alexander L. Hawkinson
|
| | Director | | |
, 2021
|
|