|
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
|
| | | | $ | | | | | | $ | | | |
| | | | | iii | | | |
| | | | | 1 | | | |
| | | | | 19 | | | |
| | | | | 40 | | | |
| | | | | 42 | | | |
| | | | | 43 | | | |
| | | | | 44 | | | |
| | | | | 46 | | | |
| | | | | 48 | | | |
| | | | | 50 | | | |
| | | | | 71 | | | |
| | | | | 91 | | | |
| | | | | 99 | | | |
| | | | | 107 | | | |
| | | | | 110 | | | |
| | | | | 112 | | | |
| | | | | 120 | | | |
| | | | | 122 | | | |
| | | | | 126 | | | |
| | | | | 132 | | | |
| | | | | 132 | | | |
| | | | | 132 | | | |
| | | | | 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
|
| | | $ | | | | | $ | | | | | $ | | | | | | $ | | | | | $ | 74.57 | | | | | $ | | | |||||
Diluted
|
| | | $ | | | | | $ | | | | | $ | | | | | | $ | | | | | $ | 74.57 | | | | | $ | | | |||||
Weighted average common shares outstanding(3):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100 | | | | | | | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100 | | | | | | | | |
| | |
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(4)
|
| | | $ | | | | | $ | | | | | $ | | | | | | $ | | | | | $ | 61,050 | | | | | $ | | | |||||
Adjusted EBITDA margin(5)
|
| | | | % | | | | | | % | | | | | | % | | | | | | | % | | | | | | 19.2% | | | | | | % | | |
| | |
As of December 31, 2020
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(6)
|
| ||||||
Cash
|
| | | $ | | | | | $ | | | ||
Working capital(7)
|
| | | | | | | | | | | | |
Total assets
|
| | | | | | | | | | | | |
Total debt(8)
|
| | | | | | | | | | | | |
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
|
| ||||||
| | |
(in thousands, except share data)
|
| |||||||||
Cash
|
| | | $ | | | | | $ | | | ||
Long-term debt, including current portion:
|
| | | | | | | | | | | | |
Amended Term Loan(1)
|
| | | | | | | | | | | | |
Revolving Credit Facility(2)
|
| | | | | | | | | | | | |
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 new investors purchasing common stock in this offering
|
| | | | | | | | | | | | |
|
As adjusted net tangible book value per share after this offering
|
| | | | | | | | | | | | |
|
Dilution 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
|
| | | $ | | | | | $ | | | | | $ | | | | | | $ | | | | | $ | 74.57 | | | | | $ | | | |||||
Diluted
|
| | | $ | | | | | $ | | | | | $ | | | | | | $ | | | | | $ | 74.57 | | | | | $ | | | |||||
Weighted average common shares outstanding(3):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100 | | | | | | | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100 | | | | | | | | |
| | |
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 | |
Robert Harper | | |
61
|
| | Chief Commercial Officer | |
Kaushal Dhruv | | |
45
|
| | Chief Information Officer | |
Melissa Feck | | |
49
|
| | Chief Human Resource Officer | |
James Cline | | |
69
|
| | Chairman and Director | |
Robert D. Evans | | |
61
|
| | Director | |
Alexander L. Hawkinson | | |
47
|
| | Director | |
Mark Laven | | |
67
|
| | Vice Chairman and Director | |
Russell Gehrett | | |
36
|
| | 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
|
| | | | | | | | | | | | | | | |
| | |
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
|
| | | | | | | | | | | | | | | | | | |
Russell Gehrett
|
| | | | | | | | | | | | | | | | | | |
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-36 | | |
| | |
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; 100 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
|
| | | $ | 74.57 | | |
Diluted
|
| | | $ | 74.57 | | |
Weighted average common shares outstanding – basic and diluted | | | | | | | |
Basic
|
| | | | 100 | | |
Diluted
|
| | | | 100 | | |
| | |
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
|
| | | | 100 | | | | | $ | — | | | | | $ | 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
|
| | | | 100 | | | | | $ | | | | | $ | 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
|
| | | | 100 | | |
Net income per share attributable to common stockholders, basic and diluted
|
| | | $ | 74.57 | | |
| | |
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; 100 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
|
| | | $ | 74.57 | | |
Weighted average common shares outstanding – basic and diluted
|
| | | | 100 | | |
| | |
Year Ended
December 31, 2019 |
| |||
Net income
|
| | | $ | 7,457 | | |
Equity in other comprehensive loss of subsidiary
|
| | | | (670) | | |
Comprehensive income
|
| | | $ | 6,787 | | |
|
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., the lenders party thereto and Nomura Securities International, Inc., as administrative agent | |
10.2* | | | Form of Stockholders Agreement by and among Latham Topco, Inc. and the stockholders party thereto | |
10.3* | | | Form of Registration Rights Agreement by and among Latham Topco, Inc. and the stockholders party thereto | |
10.4* | | | Form of Indemnification Agreement by and among the Latham Topco, Inc. and each of its directors and executive officers | |
10.5* | | | Employment Agreement by and between Scott Rajeski and Latham Pool Products, Inc., dated December 17, 2018 | |
10.6* | | | Offer Letter by and between J. Mark Borseth and Latham Pool Products, Inc., dated February 7, 2020, as amended February 11, 2020 | |
10.7* | | | Employment Agreement by and between J. Mark Borseth and Latham Pool Products, Inc., dated February 12, 2020, as amended April 6, 2020 | |
10.8* | | | Offer Letter by and between Joel Culp and Latham Pool Products, Inc., dated January 18, 2019 | |
10.9* | | | Employment Agreement by and between Joel Culp and Latham Pool Products, Inc., dated February 11, 2019 | |
10.10* | | | Latham Pool Products, Inc. Management Incentive Bonus Plan | |
10.11* | | | Latham Topco, Inc. 2021 Omnibus 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) | |
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
|
|
|
Russell Gehrett
|
| | 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
|
|