0001558370-22-003292 | 10-K | XBRL Viewer

Print Document View Excel Document

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 43,952	$ 59,310
Trade receivables, net	60,753	32,758
Inventories, net	109,556	64,818
Income tax receivable	4,039	4,377
Prepaid expenses and other current assets	10,766	6,063
Total current assets	229,066	167,326
Property and equipment, net	63,506	47,357
Equity method investment	23,362	25,384
Deferred tax assets	10,603	345
Deferred offering costs		1,041
Goodwill	128,871	115,750
Intangible assets, net	338,310	289,473
Other assets	765
Total assets	353,645	281,609
Current liabilities:
Accounts payable	37,998	26,917
Accounts payable - related party	850	500
Current maturities of long-term debt	17,220	13,042
Accrued expenses and other current liabilities	59,097	53,478
Total current liabilities	115,165	93,937
Long-term debt, net of discount and current portion	263,188	208,454
Deferred income tax liabilities, net	56,343	55,193
Liability for uncertain tax positions	5,689	5,540
Other long-term liabilities	453	1,943
Total liabilities	440,838	365,067
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.0001 par value; 100,000,000 and no shares authorized as of December 31, 2021 and 2020, respectively; no shares issued and outstanding as of both December 31, 2021 and 2020	0	0
Common stock, $0.0001 par value; 500,000,000 shares authorized as of December 31, 2021 and 2020; 119,445,611 and 118,854,249 shares issued and outstanding as of December 31, 2021 and 2020, respectively	12	12
Additional paid-in capital	401,846	265,478
Retained earnings (accumulated deficit)	(48,583)	13,765
Accumulated other comprehensive income (loss)	370	2,354
Total stockholders' equity	353,645	281,609
Total liabilities and stockholders' equity	$ 353,645	$ 281,609

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Apr. 22, 2021	Apr. 13, 2021	Dec. 31, 2020
Consolidated Balance Sheets
Preferred Stock, Par Value	$ 0.0001			$ 0.0001
Preferred Stock, Shares Authorized	100,000,000	100,000,000		0
Preferred Stock, Shares Issued	0			0
Preferred Stock, Shares Outstanding	0			0
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	900,000,000	900,000,000	500,000,000	500,000,000
Common stock, shares issued	119,445,611			118,854,249
Common stock, shares outstanding	119,445,611			118,854,249

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Consolidated Statements of Operations
Net sales	$ 630,456	$ 403,389	$ 317,975
Cost of sales	426,294	260,616	219,819
Gross profit	204,162	142,773	98,156
Selling, general and administrative expense	217,775	85,527	57,388
Amortization	22,566	17,347	15,643
Income from operations	(36,179)	39,899	25,125
Other expense (income):
Interest expense	24,433	18,251	22,639
Other expense (income), net	(4,860)	(1,111)	(300)
Total other expense (income), net	19,573	17,140	22,339
Earnings from equity method investment	2,222
Income before income taxes	(53,530)	22,759	2,786
Income tax (benefit) expense	8,818	6,776	(4,671)
Net income	$ (62,348)	$ 15,983	$ 7,457
Net income per share
Basic	$ (0.56)	$ 0.16	$ 0.08
Diluted	$ (0.56)	$ 0.16	$ 0.08
Weighted-average common shares outstanding - basic and diluted
Basic	110,644,366	101,606,966	95,032,265
Diluted	110,644,366	102,602,738	95,400,528

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Consolidated Statements of Comprehensive Income
Net income	$ (62,348)	$ 15,983	$ 7,457
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(1,984)	2,825	(664)
Benefit pension plan adjustments			(6)
Total other comprehensive income (loss), net of tax	(1,984)	2,825	(670)
Comprehensive income	$ (64,332)	$ 18,808	$ 6,787

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

Consolidated Statements of Stockholders' Equity - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit) Cumulative Effect, Period of Adoption, Adjustment	Retained Earnings (Accumulated Deficit)	Accumulated Other Comprehensive Income (Loss)	Cumulative Effect, Period of Adoption, Adjustment	Total
Balance, beginning of period at Dec. 31, 2018	$ 10,000	$ 188,049,000		$ (7,978,000)	$ 199,000		$ 180,280,000
Balance, beginning of period (in shares) at Dec. 31, 2018	92,925,353
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income				7,457,000			7,457,000
Foreign currency translation adjustments					(664,000)		(664,000)
Proceeds from issuance of common stock		7,817,000					7,817,000
Proceeds from issuance of common stock (in shares)	3,673,677
Repurchase and retirement of treasury stock		(200,000)					(200,000)
Repurchase and retirement of treasury stock (in shares)	(100,087)
Stock-based compensation expense		808,000					808,000
Defined benefit pension plan adjustment					(6,000)		(6,000)
Capital contribution from parent			$ (1,697,000)			$ (1,697,000)
Balance, end of period at Dec. 31, 2019	$ 10,000	196,474,000		(2,218,000)	(471,000)		193,795,000
Balance, end of period (in shares) at Dec. 31, 2019	96,498,943
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income				15,983,000			15,983,000
Foreign currency translation adjustments					2,825,000		2,825,000
Proceeds from issuance of common stock	$ 2,000	65,551,000					$ 600,000
Proceeds from issuance of common stock (in shares)	21,871,850						205,197
Repurchase and retirement of treasury stock		(582,000)					$ (582,000)
Repurchase and retirement of treasury stock (in shares)	(275,238)
Stock-based compensation expense		1,827,000					1,827,000
Contingent consideration settlement	$ 758,694	2,208,000					2,208,000
Balance, end of period at Dec. 31, 2020	$ 12,000	265,478,000		13,765,000	2,354,000		281,609,000
Balance, end of period (in shares) at Dec. 31, 2020	118,854,249
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income				(62,348,000)			(62,348,000)
Foreign currency translation adjustments					(1,984,000)		(1,984,000)
Dividend		(110,033,000)					(110,033,000)
Issuance of restricted stock in connection with the Reorganization	$ 1,000	(1,000)
Issuance of restricted stock in connection with the Reorganization (in shares)	8,340,126
Issuance of common stock upon conversion of Class B units	4,145,987
Proceeds from issuance of common stock	$ 2,000	399,262,000					399,264,000
Proceeds from issuance of common stock (in shares)	23,000,000
Repurchase and retirement of treasury stock	$ (3,000)	(281,635,000)					(281,638,000)
Repurchase and retirement of treasury stock (in shares)	(33,931,091)
Treasury Stock, Shares, Retired	(1,014,976)
Issuance of common stock upon release of restricted stock units (in shares)	51,316
Stock-based compensation expense		128,775,000					128,775,000
Balance, end of period at Dec. 31, 2021	$ 12,000	$ 401,846,000		$ (48,583,000)	$ 370,000		$ 353,645,000
Balance, end of period (in shares) at Dec. 31, 2021	119,445,611

Consolidated Statements of Stockholders' Equity - (Parenthetical)	12 Months Ended
	Dec. 31, 2021 $ / shares
Condensed Consolidated Statements of Stockholders' Equity
Dividend per share	$ 1.00

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net income	$ (62,348)	$ 15,983	$ 7,457
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	32,230	25,365	21,659
Amortization of deferred financing costs and debt discount	6,419	2,317	3,151
Deferred income taxes	(12,028)	(4,670)	(10,226)
Stock-based compensation expense	128,775	1,827	808
Other non-cash	493	1,024	933
Loss on sale and disposal of property and equipment	(4,806)
Provision on liability for uncertain tax positions	149	465	5,075
Change in fair value of contingent consideration for Narellan Group Pty Limited		(204)	1,441
Earnings from equity method investment	(2,222)
Distribution received from equity method investment	1,808
Changes in operating assets and liabilities:
Trade receivables	(26,015)	9,462	(7,104)
Inventories	(39,656)	(17,023)	12,960
Prepaid expenses and other current assets	(4,455)	1,680	1,460
Income tax receivable	338	(4,190)	(503)
Other assets	800
Accounts payable	10,678	9,775	(2,278)
Accrued expenses and other current liabilities	4,686	20,556	699
Other long-term liabilities	(1,156)	793	123
Net cash provided by operating activities	33,690	63,160	35,655
Cash flows from investing activities:
Purchases of property and equipment	(24,975)	(16,264)	(8,165)
Proceeds from the sale of property and equipment	35	579	1,296
Acquisitions of businesses, net of cash acquired	(90,508)	(74,736)	(20,214)
Equity method investment in Premier Pools & Spas		(25,384)
Return of equity method investment	447
Proceeds from the sale of portion of equity method investment	6,796
Net cash used in investing activities	(117,626)	(65,553)	(27,083)
Cash flows from financing activities:
Proceeds from long-term debt borrowings	222,813	20,000	22,310
Payments on long-term debt borrowings	(169,138)	(24,044)	(5,809)
Proceeds from borrowings on the revolving credit facility	16,000
Payments on revolving credit facility	(16,000)
Deferred financing fees paid	(1,250)
Proceeds from issuance of common stock		65,553	250
Proceeds from initial public offering, net of underwriting discounts, commissions and offering costs	399,264
Repurchase and retirement of treasury stock	(281,638)	(582)	(200)
Dividend to parent	(110,033)	(6,624)
Net cash provided by financing activities	117,626	65,553	16,551
Effect of exchange rate changes on cash	(861)	997	(956)
Net increase in cash	(15,358)	2,655	24,167
Cash at beginning of period	59,310	56,655	32,488
Cash at end of period	43,952	59,310	56,655
Supplemental cash flow information:
Cash paid for interest	17,371	15,625	19,488
Income taxes paid, net	20,054	14,815	168
Supplemental disclosure of non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable and accrued expenses	664	1,235	312
Capitalized internal-use software included in accounts payable - related party .	$ 850	500
Deferred offering costs included in accounts payable and accrued expenses		1,040
Fair value of contingent consideration recorded in connection with acquisition of Narellan Group Pty Limited			8,869
Fair value of equity issued by Parent to settle contingent consideration in connection with the acquisition of Narellan Group Pty Limited		2,208	7,567
Change in defined benefit pension plan liability		(149)	$ 31
Net working capital adjustment receivable		$ 750

NATURE OF THE BUSINESS

12 Months Ended

Dec. 31, 2021

NATURE OF THE BUSINESS

NATURE OF THE BUSINESS

1.NATURE OF THE BUSINESS

Latham Group, Inc. (“the Company”) wholly owns Latham Pool Products, Inc. (“Latham Pool Products”) (together, “Latham”) and a designer, manufacturer and marketer of in-ground residential swimming pools in North America, Australia and New Zealand. Latham offers a portfolio of pools and related products, including in-ground swimming pools, pool liners and pool covers.

On December 18, 2018, Latham Investment Holdings, LP (“Parent”), an investment fund managed by affiliates of Pamplona Capital Management (the “Sponsor”), Wynnchurch Capital, L.P. and management acquired all of the outstanding equity interests of Latham Topco., Inc. a newly incorporated entity in the State of Delaware. Latham Topco, Inc. changed its name to Latham Group, Inc. on March 3, 2021.

Stock Split, Initial Public Offering and Reorganization

On April 13, 2021, the Company’s certificate of incorporation was amended and restated. On April 13, 2021, the Company effected a 109,673.709-for-one stock split of its issued and outstanding shares of common stock. Accordingly, all share and per share data included in these consolidated financial statements and notes thereto have been adjusted retroactively to reflect the impact of the amended and restated certificate of incorporation and the stock split. Refer to Note 18 for additional detail.

On April 27, 2021, the Company completed its initial public offering (the “IPO”), pursuant to which it issued and sold 23,000,000 shares of common stock, inclusive of 3,000,000 shares sold by the Company pursuant to the full exercise of the underwriters’ option to purchase additional shares. The aggregate net proceeds received by the Company from the IPO were $399.3 million, after deducting underwriting discounts and commissions and other offering costs.

Prior to the closing of the Company’s IPO on April 27, 2021 (the “Closing of the IPO”), the Company’s parent entity, Parent, merged with and into Latham Group, Inc. (the “Reorganization”). Refer to Note 18 for additional detail.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company’s consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are evaluated on an ongoing basis and revised as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known.

Seasonality

Although the Company generally has demand for its products throughout the year, its business is seasonal and weather is one of the principal external factors affecting the business. In general, net sales and net income are highest during spring and summer, representing the peak months of swimming pool use, pool installation and remodeling and repair activities. Sales periods having severe weather may also affect net sales.

Revenue Recognition

The Company adopted accounting standards codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), on January 1, 2019 using the modified retrospective method. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards. The adoption of ASC 606 resulted in a net decrease to retained earnings (accumulated deficit) of $1.7 million, a reduction to prepaid expenses of $1.2 million and an increase to accrued expenses of $0.5 million as of January 1, 2019, as a result of adjusting the timing of recording customer incentives to more closely match the revenues to which they are associated.

Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines which goods or services are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when, or as, that performance obligation is satisfied.

The Company sells its products through business-to-business distribution channels. With the exception of its extended service warranties and custom product contracts, the Company recognizes its revenue at a point in time when control of the promised goods is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. Control of the goods is considered to have been transferred upon shipping or upon arrival at the customer’s destination, depending on the terms of the purchase order. Revenue that is derived from its extended service warranties, which are separately priced and sold, is recognized over the term of the contract. Refer to Warranties within this same Note for further information.

Revenue from custom products is recognized over time utilizing an input method that compares the cost of cumulative work-in-process to date to the most current estimates for the entire cost of the performance obligation. Custom products are generally delivered to the customer within three days of receipt of the purchase order.

Each product shipped is considered to be one performance obligation. For each product shipped, the transaction price by product is specified in the purchase order. The Company recognizes revenue on the transaction price less any estimated rebates, cash discounts or other sales incentives. Customer rebates, cash discounts, and other sales incentives are estimated by applying the portfolio approach using the most-likely-amount method and are recorded as a reduction to revenue at the time of the initial sale. Estimates are updated each reporting period and any changes are allocated to the performance obligations on the same basis as at inception. The Company believes the most-likely-amount method best predicts the amount of consideration to which it will be entitled.

The Company has elected to account for shipping and handling costs as activities to fulfill the promise to transfer the goods. As a result of this accounting policy election, the Company does not consider shipping and handling activities as promised services to its customers. Therefore, shipping and handling costs billed to customers are recorded in net sales, and the related costs in cost of sales.

The Company does not engage in contracts greater than one year, and therefore does not have any contract costs capitalized as of December 31, 2021, and 2020.

As a practical expedient, the Company does not adjust the promised amount of consideration for the effects of a significant financing component as the period between the transfer of a promised good to a customer and when the customer pays for that product is one year or less.

Warranties

The Company offers limited assurance-type warranties on most of its products, which assure that the product will comply with agreed upon specifications. These assurance-type warranties are not separately priced and are not considered separate performance obligations. The Company also offers optional extended service contracts which are separately priced. The Company recognizes revenue related to extended service contracts over the term of the contract.

The Company’s assurance-type warranties generally range from five years to lifetime warranties. At the time product revenue is recognized, the Company records a liability for estimated costs that may be incurred under its warranties. The costs are estimated based on historical experience and any specific warranty issues that have been identified. The accuracy of the estimate of additional costs is dependent on the number and cost of future claims submitted during the warranty periods. Although historical warranty costs have been within expectations, there can be no assurance that future warranty costs will not exceed historical amounts. The Company believes that the reserves established for estimated and probable future product warranty claims are adequate. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the balance as necessary. Warranty costs are recorded within cost of sales on the consolidated statements of operations. The Company’s provision for product warranties was recorded within accrued expenses and other current liabilities and other long-term liabilities on the consolidated balance sheets as of December 31, 2021 and 2020.

Cost of Sales

Cost of sales includes the cost of materials and all costs to make products saleable, such as labor, materials, inbound freight, including inter-plant freight, purchasing and receiving costs, operating lease costs related to distribution and manufacturing facilities, and warehousing and distributions costs. In addition, all depreciation expense associated with assets used to manufacture products and make them saleable is included in cost of sales. The Company records shipping and handling costs associated with outbound freight as cost of sales when the related revenue is recognized in the accompanying consolidated statements of operations.

Trade Receivables, Net

Trade receivables are recorded at the original invoiced amount and do not bear interest. The Company maintains an allowance for bad debt. The allowance for bad debt is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowances based on historical write-off experience. The Company’s allowance for bad debt as of December 31, 2021 and 2020 was $2.4 million and $1.4 million, respectively.

Concentration of Credit Risk

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and trade receivables. The Company from time to time may have bank deposits in excess of insurance limits of the Federal Deposit Insurance Corporation. The Company also has bank deposits in international accounts. The Company has not historically sustained any credit losses in such accounts and believes it is not exposed to any significant credit risk related to its cash. The Company routinely reviews the financial strength of its customers before extending credit and believes that its trade receivables credit risk exposure is limited. Generally, the Company does not require collateral from its customers.

During the years ended December 31, 2021, 2020 and 2019, one customer represented approximately 25.0%, 22.3% and 25.7% of the Company’s net sales, respectively. As of December 31, 2021 and 2020, outstanding trade receivables related to this customer were $10.7 million and $5.4 million, respectively. The Company provides extended payment terms to qualified customers for sales under its “Early Buy” program, which allows customers to take delivery in December and receive payment terms for April through June of the following year.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value.

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.

Level 3 — Unobservable inputs that reflect the Company’s own assumptions incorporated into valuation techniques. These valuations require significant judgment.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When there is more than one input at different levels within the hierarchy, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assessment of the significance of a particular input to the fair value measurement in its entirety requires substantial judgment and consideration of factors specific to the asset or liability. Level 3 inputs are inherently difficult to estimate. Changes to these inputs can have significant impact on fair value measurements. Assets and liabilities measured at fair value using Level 3 inputs are based on one or more of the following valuation techniques: market approach, income approach or cost approach. There were no transfers between fair value measurement levels during the years ended December 31, 2021, 2020 and 2019.

Business Combinations

In determining whether an acquisition should be accounted for as a business combination or asset acquisition, the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, the single identifiable asset or the group of similar assets is not deemed to be a business, and is instead deemed to be an asset. If this is not the case, the Company then further evaluates whether the single identifiable asset or group of similar identifiable assets and activities includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the Company concludes that the single identifiable asset or group of similar identifiable assets and activities is a business.

The Company accounts for business combinations that are deemed to be businesses using the acquisition method of accounting. Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. Any contingent assets acquired and contingent liabilities assumed are also recognized at fair value if the Company can reasonably estimate fair value during the measurement period (which cannot exceed one year from the acquisition date). The Company re-measures any contingent liabilities at fair value in each subsequent reporting period. Transaction costs related to business combinations are expensed as incurred. Determining the fair value of assets acquired and liabilities assumed in a business combination requires management to use significant judgment and estimates, especially with respect to intangible assets.

During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations as operating expenses or income.

Acquisition-related contingent consideration was recorded in the consolidated balance sheets at its acquisition-date estimated fair value, in accordance with the acquisition method of accounting. The fair value of the acquisition-related contingent consideration was remeasured each reporting period, with changes in fair value recorded in other expense (income), net in the consolidated statements of operations. The fair value measurement is based on significant inputs not observable by market participants and thus represents a Level 3 input in the fair value hierarchy.

Equity Method Investments

Investments and ownership interests in common stock or in-substance common stock are accounted for under the equity method accounting if the Company has the ability to exercise significant influence over the entity, but does not have a controlling financial interest. Under the equity method, investments are initially recognized at cost and adjusted to reflect the Company’s interest in net earnings, dividends received and other-than-temporary impairments. The Company records its interest in the net earnings of its equity method investee, along with adjustments for amortization of basis differences, investee capital transactions and other comprehensive income (loss), within earnings (losses) from equity method investment in the consolidated statements of operations. Basis differences represent differences between the cost of the investment and the underlying equity in net assets of the investment and are generally amortized over the lives of the related assets that gave rise to the underlying basis differences. Profits or losses related to intra-entity sales with its equity method investee are eliminated until realized by the investor or investee.

The Company records its proportionate share of earnings or losses of Premier Holdco, LLC (“Premier Pools & Spas”) within earnings from equity method investment in the consolidated statements of operations on a three-month lag. The Company recorded its interest in the net earnings of Premier Pools & Spas of $2.2 million for the year ended December 31, 2021, which included a $0.3 million adjustment for the amortization of basis differences, within earnings from equity method investment in the consolidated statements of operations during the year ended December 31, 2021. As the Company initially invested in Premier Pools & Spas on October 30, 2020, there was no earnings from equity method investment recorded during year ended December 31, 2020. The Company received distributions of $2.2 million during the year ended December 31, 2021.

For presentation in the consolidated statements of cash flows, the Company utilizes the cumulative earnings approach for purposes of determining whether distributions should be classified as either a return on investment, which are be included in operating activities, or a return of investment, which would be included in investing activities. Under the cumulative earnings approach, the Company compares the distributions received to its cumulative equity-method earnings since inception. Any distributions received up to the amount of cumulative equity earnings are be considered a return on investment and classified in operating activities. Any excess distributions would be considered a return of investment and classified in investing activities.

Equity method goodwill is not amortized or tested for impairment; instead the Company evaluates equity method investments for impairment when events or changes in circumstances indicate that the decline in value below the carrying amount of its equity method investment is determined to be other than temporary. In such a case, the decline in value below the carrying amount of its equity method investment is recognized in the consolidated statements of operations in the period the impairment occurs.

Inventories, Net

Inventories, primarily raw materials and finished goods, are stated at the lower of cost or net realizable value. Cost is determined under the first-in, first-out method. Inventory costs include all costs directly attributable to the products, including all manufacturing overhead, and excludes costs to distribute. The Company periodically reviews its inventory for slow moving or obsolete items and writes down the related products to estimated net realizable value. As of December 31, 2021 and 2020, the Company’s reserves for estimated slow moving products or obsolescence were $2.7 million and $1.8 million, respectively.

Property and Equipment, Net

Property and equipment are recorded at cost and presented net of accumulated depreciation. Property and equipment acquired through business combinations are recorded at fair value at the acquisition date. Expenditures for betterments and major improvements that substantially enhance the value and increase the estimated useful life of the assets are capitalized and depreciated over the new estimated useful life. Normal repairs and maintenance costs are expensed as incurred. Depreciation and amortization expense are recognized using the straight-line method over the estimated useful lives of each respective asset category as follows:


		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

Leasehold improvements are amortized over the shorter of the term of the related lease or the estimated useful lives of the improvements. When property and equipment is sold or retired, the asset cost and accumulated depreciation and amortization are removed from the respective accounts and a gain or loss is recognized, if any, on the consolidated statements of operations.

The Company capitalizes external costs and directly attributable internal costs to acquire or create internal-use software which are incurred subsequent to the completion of the preliminary project state. These costs relate to activities such as software design, configuration, coding, testing and installation and exclude training and maintenance. Once the software is substantially complete and ready for its intended use, capitalized development costs are amortized straight-line over the estimated useful life of the software, generally not to exceed five years.

Long-Lived Assets

Long-lived assets include property and equipment and definite-lived intangible assets. The Company evaluates the carrying value of its long-lived assets for impairment whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. Conditions that may indicate impairment include, but are not limited to, a significant decrease in the market price of an asset, a significant adverse change in the extent or manner in which an asset is being used or a significant decrease in its physical condition, and operating or cash flow performance that demonstrates continuing losses associated with an asset or asset group. The Company also considers non-financial data such as changes in the operating environment, competitive information, market trends and business relationships.

A potential impairment has occurred if the projected future undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group are less than the carrying value of the asset or asset group. The estimate of cash flows includes management’s assumptions of cash inflows and outflows directly resulting from the use of the asset in operation. If the carrying value exceeds the sum of the undiscounted cash flows, an impairment charge is recorded equal to the excess of the asset or asset group’s carrying value over its fair value. Fair value is measured using appropriate valuation methodologies that would typically include a projected discounted cash flow model using a discount rate the Company believes is commensurate with the risk inherent in its business. The Company did not recognize any impairment losses on long-lived assets during the years ended December 31, 2021 and 2020.

The Company amortizes its definite-lived intangible assets using the straight-line method. The weighted-average estimated useful lives (in years) of the Company’s definite-lived intangible assets are as follows:


		Estimated
Asset		Useful Life
Trade names and trademarks		9 – 25 years
Technology		15 years
Pool designs		14 – 15 years
Dealer relationships		5 – 13 years
Patented technology		5 – 10 years
Non-competition agreements		5 years
Franchise relationships		4 years
Backlog		10 months

Goodwill

The Company accounts for goodwill as the excess of the purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. Goodwill is not subject to amortization; rather, the Company tests goodwill for impairment annually on the first day of the Company’s fourth fiscal quarter and whenever events occur or changes in circumstances indicate that impairment may have occurred. Historically, including for the Company’s annual impairment test conducted during the year ended December 31, 2020, the Company had two reporting units for the purpose of performing its goodwill impairment test. In November 2020, the Company made changes to its internal organizational structure, including roles and responsibilities and to its internal reporting, resulting in a change to segment management. As a result of the change in segment management and in the information that is regularly reviewed, the results of the previous two reporting units are no longer being reviewed for profitability on an individual basis. Due to these factors, the Company recognized a change in reporting units effective in November 2020 and determined that only one reporting unit exists. The Company completed an assessment of any potential impairment for all reporting units immediately prior to and after the reporting unit change and determined that no impairment existed.

Impairment testing is performed for the Company’s reporting unit by first assessing qualitative factors to see if further testing of goodwill is required. If the Company concludes that it is more likely than not that its reporting unit’s fair value is less than its carrying amount based on the qualitative assessment, then a quantitative test is required. The Company may also choose to bypass the qualitative assessment and perform the quantitative test.

If the estimated fair value of the reporting unit exceeds the carrying amount, the Company considers that goodwill is not impaired. If the carrying value exceeds estimated fair value, there is an impairment of goodwill and an impairment loss is recorded. The Company calculates the impairment loss by comparing the fair value of its reporting unit less the carrying amount, including goodwill. Goodwill impairment would be limited to the carrying value of the goodwill.

Debt Issuance Costs

The Company defers costs incurred in conjunction with acquiring third-party financing. The Company amortizes debt issuance costs over the term of the related long-term debt instruments using the effective interest method. Debt issuance costs related to long-term debt are recorded as a direct reduction to the carrying amount of long-term debt on the consolidated balance sheets.

Segment Reporting

The Company identifies operating segments based on how the chief operating decision maker (“CODM”) manages the business, allocates resources, makes operating decisions and evaluates operating performance.

The Company conducts its business as one operating and reportable segment that designs, manufactures and markets in-ground swimming pools, liners and covers. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information presented on a consolidated basis for purposes of assessing financial performance and allocating resources.

Income Taxes

The Company accounts for income taxes using the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities, using enacted tax rates expected to be applicable in the years in which the temporary differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected, scheduling of anticipated reversals of taxable temporary differences, and considering prudent and feasible tax planning strategies. If in future periods the Company were to determine that it would be able to realize its deferred tax assets in excess of the net recorded amount, an adjustment to the deferred tax assets, particularly a release of the valuation allowance, would increase income in the period such determination was made.

The Company records liabilities for uncertain income tax positions based on a two-step process. The first step is recognition, where an individual tax position is evaluated as to whether it has a likelihood of greater than 50% of being sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation processes. For tax positions that are currently estimated to have less than a 50% likelihood of being sustained, no tax benefit is recorded. For tax positions that have met the recognition threshold in the first step, the Company performs the second step of measuring the benefit to be recorded. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized on ultimate settlement. The actual benefits ultimately realized may differ from the estimates. In future periods, changes in facts, circumstances and new information may require the Company to change the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recorded in income tax (benefit) expense and liability in the period in which such changes occur.

The Company’s policy is to classify interest and penalties related to unrecognized tax benefits as a component of income tax (benefit) expense within the consolidated statements of operations. The Company had $0.3 million of accrued interest and no accrued penalties as of December 31, 2021. The Company had $0.2 million of accrued interest and no accrued penalties as of December 31, 2020. The Company reinvests earnings of foreign operations indefinitely and, accordingly, does not provide for income taxes that could result from the remittance of such earnings.

Stock-Based Compensation

Stock-based compensation is measured and recognized based on the grant date fair value of the awards. The fair value of the Company’s common stock is determined based on the quoted market price of the Company’s common stock for purposes of computing stock compensation expense. For stock options, the Company uses a Black-Scholes model for estimating the grant date fair value. The Black-Scholes pricing model requires critical assumptions including risk-free rate, volatility, expected term and expected dividend yield. The expected term is computed using the simplified method. The Company uses the simplified method to calculate expected term of the stock options as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the stock-based award. The Company considers the historical volatility of the Company’s stock price, as well as implied volatility. The Company utilized a dividend yield of zero, as it have no history or plan of declaring dividends on its common stock. The assumptions underlying these valuations represented the Company’s best estimate, which involved inherent uncertainties and the application of judgment. As a result, if the Company had used significantly different assumptions or estimates, the fair value of the Company’s stock-based compensation expense could have been materially different.

For stock options, restricted stock awards and restricted stock units, stock-based compensation is recognized using a graded vesting method over the requisite service period in which employees earn the awards. The Company accounts for forfeitures of stock-based awards as they occur rather than applying an estimated forfeiture rate to stock-based compensation expense.

Contemporaneously with the pricing of the Company’s IPO, on April 22, 2021, the Company effected its Omnibus Incentive Plan in which it granted to certain employees of the Company restricted stock awards, restricted stock units and option awards inclusive of the as converted Class B units as a result of the Reorganization.

Foreign Currency Translation and Foreign Currency Transactions

The financial statements of the Company’s foreign operations are denominated in local currency and are then translated to U.S. dollars. Assets and liabilities are translated using the current rate of exchange at the balance sheet dates or historical rates of exchange, as applicable. Revenue and expenses are translated using the average monthly exchange rates prevailing throughout the reporting period. The related foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Transaction gains and losses associated with the Company’s international subsidiaries, which are denominated in currencies other than the Company’s foreign entities’ functional currencies, are recognized as a component of other expense (income), net within the consolidated statements of operations.

Advertising Costs

Advertising costs, consisting of costs related to dealer conferences and commercials, are expensed as incurred and are included in selling, general and administrative expense on the consolidated statements of operations. Total advertising costs were $7.6 million, $5.9 million and $3.8 million during the years ended December 31, 2021, 2020 and 2019, respectively.

Comprehensive Income (Loss)

Comprehensive income (loss) is a measure of net income and all other changes in equity that result from transactions other than with equity holders and would normally be recorded in the consolidated statements of stockholders’ equity and the consolidated statements of comprehensive income. Other comprehensive income (loss) consists of foreign currency translation adjustments and defined benefit plan adjustments.

Income tax (benefit) expense on the components of other comprehensive income (loss) was not significant for the years ended December 31, 2021, 2020 and 2019.

Earnings Per Share

Basic net income per share is calculated by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net income per share is calculated by dividing net income available to common stockholders by the diluted weighted-average number of shares of common stock outstanding for the period. Potentially dilutive shares are included in the diluted per-share calculations when the effect of their inclusion is dilutive.

Treasury Stock

The Company accounts for treasury stock acquisitions using the cost method. The Company accounts for the retirement of treasury stock by deducting its par value from common stock and reflecting any excess of cost over par value as a deduction from additional paid-in capital on the consolidated balance sheets.

Reclassifications

Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes.

Recently Issued Accounting Pronouncements

The Company qualifies as “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to “opt in” to the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. In addition, a lessee is required to record (i) a right-of-use asset and a lease liability on its balance sheet for all leases with accounting lease terms of more than 12 months regardless of whether it is an operating or financing lease and (ii) lease expense in its consolidated statement of operations for operating leases and amortization and interest expense in its consolidated statement of operations for financing leases. Leases with a term of 12 months or less may be accounted for similar to prior guidance for operating leases today. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842), which added an optional transition method that allows companies to adopt the standard as of the beginning of the year of adoption as opposed to the earliest comparative period presented. In November 2019, the FASB issued guidance delaying the effective date for all entities, except for public business entities. For nonpublic entities, this guidance is effective for annual periods beginning after December 15, 2020. In June 2020, the FASB issued additional guidance delaying the effective date for all entities, except for public business entities. For public entities, ASU 2016-02 was effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. For nonpublic entities, this guidance is effective for annual periods beginning after December 15, 2021. Early adoption is permitted. The adoption of ASU-2016-02 will have a material impact on the Company’s consolidated balance sheets.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, which narrowed the scope and changed the effective date for nonpublic entities for ASU 2016-13. The FASB subsequently issued supplemental guidance within ASU 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”). ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For public entities that are SEC filers, excluding entities eligible to be smaller reporting companies, ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, ASU 2016-13 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-13 will have on its consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”), which is intended to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its consolidated financial statements. In addition to that main objective, the amendments in the update make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. Additional updates to further clarify the guidance in ASU 2017-12 were issued by the FASB in October 2018 within ASU 2018-16. For public entities, the amendment is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For nonpublic entities, ASU 2017-12 is effective for fiscal years beginning after December 15, 2020 and interim periods beginning after December 15, 2021. Early application is permitted in any interim period after the issuance of the update. The Company is currently evaluating the impact that the adoption of ASU 2017-12 will have on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. For public entities, ASU 2019-12 is effective for annual periods beginning after December 15, 2020, and interim periods within those reporting periods. For nonpublic companies, ASU 2019-12 is effective for annual periods beginning after December 15, 2021, and interim periods within those reporting periods. Early adoption is permitted. The Company adopted ASU 2019-12 during the year ended December 31, 2021. The adoption of this standard required no cumulative-effect adjustments and did not have a material impact on the Company’s financial position or results of operations.

In January 2020, the FASB issued ASU 2020-01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ASU 2020-01”), which is intended to clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. For public entities, ASU 2020-01 is effective for annual periods beginning after December 15, 2020, and interim periods within those reporting periods. For nonpublic companies, ASU 2020-01 is effective for annual periods beginning after December 15, 2021, and interim periods within those reporting periods. The Company is currently evaluating the impact that the adoption of ASU 2020-01 will have on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. This guidance is effective for all entities upon issuance on March 12, 2020 and may be applied through December 31, 2022. The expedients and exceptions in this guidance are optional, and the Company is evaluating the potential future financial statement impact of any such expedient or exception that it may elect to apply as the Company evaluates the effects of adopting this guidance on its consolidated financial statements.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. Specifically, this guidance applies to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. The ASU became effective as of March 12, 2020 and can be adopted anytime during the period of January 1, 2020 through December 31, 2022. The Company is currently evaluating the impact that the adoption of ASU 2021-01 will have on its consolidated financial statements.

ACQUISITIONS

12 Months Ended

Dec. 31, 2021

ACQUISITIONS

ACQUISITIONS

3.ACQUISITIONS

Narellan Group Pty Limited

On May 31, 2019 (the “Acquisition Date”), Latham Pool Products acquired Narellan Group Pty Limited and its subsidiaries (collectively “Narellan”) for a total purchase price of $35.2 million (the “Narellan Acquisition”). The results of Narellan’s operations have been included in the consolidated financial statements since that date. Narellan is a fiberglass pool manufacturer based in Australia with operations in Australia, New Zealand and Canada. The acquisition expanded the Company’s market share with a broader geographical footprint. Additionally, the acquisition provided the Company with an increase in dealer and franchise relationships. In connection with the Narellan Acquisition, consideration paid included $20.2 million in cash, $7.6 million in equity consideration and $7.4 million of contingent consideration as of the Acquisition Date. The cash consideration was funded, in part, through long-term debt proceeds of $22.3 million, net of discount of $0.7 million. The equity consideration consisted of common stock. The valuation of the common stock was prepared using a quantitative put options method. The Company incurred $1.1 million in transaction costs.

The Company agreed to pay the contingent consideration in the form of cash and equity consideration to the seller if certain EBITDA targets were achieved for any of the trailing twelve months periods ended December 31, 2019, June 30, 2020 or the year ended December 31, 2020 (the “Contingent Consideration”). The fair value of the Contingent Consideration at the Acquisition Date was $7.4 million.

On September 25, 2020, the Company amended the terms of the Narellan share purchase agreement to accelerate the settlement of the Contingent Consideration with the selling shareholders of Narellan based upon estimated EBITDA for the year ended December 31, 2020. The Contingent Consideration was settled through a cash payment of $6.6 million and the issuance of an additional 758,697 shares of common stock as equity consideration, which had a contractual value of $2.2 million and was recorded as a capital contribution on the consolidated statements of stockholders’ equity. As the fair value of the common stock issued of $2.8 million exceeded the contractual value of $2.2 million and the selling shareholders are also employees of the Company, the Company recorded the excess remuneration paid to the selling shareholders of $0.6 million as stock-based compensation in the consolidated statements of operations and as contributed capital in the consolidated statements of stockholders’ equity as of and for the year-ended December 31, 2020.

The Company accounted for the Narellan Acquisition using the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations (“ASC 805”). This requires that the assets acquired and liabilities assumed be measured at fair value. The Company estimated, using Level 3 inputs, the fair value of certain fixed assets using a combination of the cost approach and the market approach. Inventories were valued using the comparative sales method. Specific to intangible assets, dealer relationships and franchise relationships were valued using the multi-period excess earnings method, whereas trade names and proprietary pool designs were valued using the relief from royalty method. The Company recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date.

The following summarizes the purchase price allocation for the Company’s acquisition of Narellan:


(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

Total consideration was comprised of the following:


(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

The excess of the purchase price over the fair value of the identifiable assets acquired and the liabilities assumed in the acquisition was allocated to goodwill in the amount of $9.8 million. Goodwill resulting from the acquisition was attributable to the expanded market share and broader geographical footprint. The goodwill recognized is not deductible for tax purposes.

The Company allocated a portion of the purchase price to specific intangible asset categories as follows:


	Fair Value		Amortization
Definite-lived intangible assets:	(in thousands)		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

The following are the net sales and net loss from Narellan included in the Company’s results from the Acquisition Date through December 31, 2019:


(in thousands)	Amount
Net sales	$	15,893
Net loss	$	(1,047)

GL International, LLC

On October 22, 2020, Latham Pool Products acquired GL International, LLC ( “GLI”) for a total purchase price of $79.7 million (the “GLI Acquisition”). The results of GLI’s operations have been included in the consolidated financial statements since that date. GLI specializes in manufacturing custom pool liners and safety covers. As a result, this acquisition expanded the Company’s liner and safety cover product offerings. In connection with the GLI Acquisition, consideration paid was $79.7 million in cash, or $74.7 million net of cash acquired of $5.0 million, and excluding a net working capital adjustment receivable of $0.8 million. The net working capital adjustment receivable was recorded in prepaid expenses and other current assets in the consolidated balance sheet as of December 31, 2020. The cash consideration was funded from existing cash on hand. The Company incurred $2.4 million in transaction costs.

The Company accounted for the GLI Acquisition using the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations (“ASC 805”). This requires that the assets acquired and liabilities assumed be measured at fair value. The Company estimated, using Level 3 inputs, the fair value of certain fixed assets using a combination of the cost approach and the market approach. Inventories were valued using the comparative sales method, less the cost of disposal. Specific to intangible assets, dealer relationships were valued using the multi-period excess earnings method, whereas trade names were valued using the relief from royalty method. The Company recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date.

The following summarizes the purchase price allocation for the Company’s acquisition of GLI:


(in thousands)	October 22, 2020
Total consideration	$	79,743
Allocation of purchase price:
Cash		5,007
Trade receivables		10,639
Inventories		11,854
Prepaid expenses and other current assets		3,949
Property and equipment		1,402
Intangible assets		46,700
Total assets acquired		79,551
Accounts payable		3,536
Accrued expenses and other current liabilities		8,853
Other long-term liabilities		524
Total liabilities assumed		12,913
Total fair value of net assets acquired, excluding goodwill		66,638
Goodwill	$	13,105

The excess of the purchase price over the fair value of the identifiable assets acquired and the liabilities assumed in the acquisition was allocated to goodwill in the amount of $13.1 million. Goodwill resulting from the GLI Acquisition was attributable to the expanded market share and product offerings. Goodwill resulting from the GLI Acquisition is deductible for tax purposes.

The Company allocated a portion of the purchase price to specific intangible asset categories as follows:


	Fair Value		Amortization
Definite-lived intangible assets:	(in thousands)		Period (in years)
Trade names	$	9,500	9
Dealer relationships		37,200	8
	$	46,700

The following are the net sales and net loss from GLI included in the Company’s results from the GLI Acquisition Date through December 31, 2020:


	Year Ended
(in thousands)	December 31, 2020
Net sales	$	7,689
Net loss	$	(1,123)

Trojan Leisure Products, LLC d/b/a Radiant Pools

On November 24, 2021, Latham Pool Products acquired Trojan Leisure Products, LLC d/b/a Radiant Pools (“Radiant”) for a total purchase price of $90.7 million (the “Radiant Acquisition”). The results of Radiant’s operations have been included in the consolidated financial statements since that date. Radiant specializes in manufacturing proprietary vinyl liner aluminum swimming pools which can be built completely inground, semi-inground, or above ground. As a result, this acquisition expanded the Company’s product offerings. In connection with the Radiant Acquisition, consideration paid was $90.7 million in cash, or $90.5 million net of cash acquired of $0.2 million. The cash consideration was funded, in part, through long-term debt proceeds of $50.0 million. The Company incurred $2.9 million in transaction costs.

The Company accounted for the Radiant Acquisition using the acquisition method of accounting in accordance with ASC 805. This requires that the assets acquired and liabilities assumed be measured at fair value. The Company estimated, using Level 3 inputs, the fair value of certain fixed assets using a combination of the cost approach and the market approach. Inventories were valued using the comparative sales method, less the cost of disposal. Specific to intangible assets, customer relationships and backlog were valued using the multi-period excess earnings method, whereas trade names, technology and pool designs were valued using the relief from royalty method. The Company recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date.

The following summarizes the purchase price allocation for the Company’s acquisition of Radiant:


(in thousands)	November 24, 2021
Total consideration	$	90,725
Allocation of purchase price:
Cash		217
Trade receivables		2,805
Inventories		5,528
Prepaid expenses and other current assets		396
Property and equipment		1,263
Intangible assets		72,500
Total assets acquired		82,709
Accounts payable		1,744
Accrued expenses and other current liabilities		1,038
Deferred income tax liabilities		2,920
Total liabilities assumed		5,702
Total fair value of net assets acquired, excluding goodwill		77,007
Goodwill	$	13,718

The excess of the purchase price over the fair value of the identifiable assets acquired and the liabilities assumed in the acquisition was allocated to goodwill in the amount of $13.7 million. Goodwill resulting from the Radiant Acquisition was attributable to the expanded market share and product offerings. Goodwill resulting from the Radiant Acquisition is deductible for tax purposes.

The Company allocated a portion of the purchase price to specific intangible asset categories as follows:


	Fair Value		Amortization
Definite-lived intangible assets:	(in thousands)		Period
Dealer relationships	$	37,000	13 years
Trade names		13,000	25 years
Technology		13,000	15 years
Pool designs		7,900	15 years
Backlog		1,600	10 months
	$	72,500

The following are the net sales and net income from Radiant included in the Company’s results from the Radiant Acquisition Date through December 31, 2021:


	Year Ended
(in thousands)	December 31, 2021
Net sales	$	2,211
Net income	$	3

Pro Forma Financial Information (Unaudited)

The following pro forma financial information presents the statements of operations of the Company with Narellan, GLI and Radiant as if the acquisitions occurred on January 1, 2019. The pro forma results do not include any anticipated synergies, cost savings or other expected benefits of an acquisition. The pro forma financial information is not necessarily indicative of what the financial results would have been had the acquisitions been completed on January 1, 2019 and is not necessarily indicative of the Company’s future financial results.


	Year Ended
	December 31,
(in thousands)	2021		2020		2019
Net sales	$	662,282	$	486,276	$	396,655
Net (loss) income	$	(50,441)	$	30,163	$	1,712

The pro forma financial information presented above reflects the effects as a result of the acquisitions, including the amortization expense from acquired intangible assets, the depreciation and amortization expense from acquired property and equipment, the additional cost of sales from acquired inventory, interest expense from debt financing, and any related tax effects. Transaction costs for GLI and Radiant are reflected within pro forma net income for the year ended December 31, 2019.

EQUITY METHOD INVESTMENT

12 Months Ended

Dec. 31, 2021

EQUITY METHOD INVESTMENT

EQUITY METHOD INVESTMENT

4.EQUITY METHOD INVESTMENT

On October 30, 2020, the Company entered into a securities purchase agreement to purchase 28% of the common units of Premier Pools & Spas for $25.4 million. On August 6, 2021, the Company entered into a securities purchase agreement, together with Premier Holdco LLC, Premier Pools Management Corp. Holdco, Premier Franchise Management Holdco, PFC Holdco, and PPSF, LLC, pursuant to which Premier Group Holdings Inc., an affiliate of Wynnchurch Capital, L.P., acquired 29.8% of the common units of Premier Pools & Spas in aggregate from all sellers, including the Company. Sellers who were not related parties of Wynnchurch Capital, L.P. or the Company determined the purchase price per common unit paid by Premier Group Holdings Inc., indicating the amount paid for the common units of Premier Pools & Spas reflects the price that would be paid in an arm’s-length transaction. As a result of the transaction, the Company received cash proceeds of $6.8 million and recorded a gain on the sale of equity method investment of $3.9 million, which was recorded within other (income) expense, net on the consolidated statements of operations during the fiscal year ended December 31, 2021. The Company’s post-sale ownership interest in Premier Pools & Spas was 20.1%. On December 17, 2021, Premier Pools & Spas issued additional non-voting common units to Premier Group Holdings Inc. As a result of the transaction, the Company recorded a gain on the sale of equity method investment of $1.0 million. The Company’s ownership interest in Premier Pools & Spas after the issuance of additional non-voting common units is 18.2% while its’ voting interest remains 20.1%.

The Company concluded that it holds common stock of Premier Pools & Spas and has the ability to exercise significant influence over Premier Pools & Spas but does not have a controlling financial interest. Accordingly, the Company accounts for this investment using the equity method of accounting. The Company’s proportionate share of the earnings or losses of the investee are reported as a separate line in the consolidated statements of operations.

Premier Pools & Spas is a holding company for its manufacturing and franchising companies including PFC LLC, Premier Franchise Management LLC, Premier Pools Management LLC, and Premier Fiberglass LLC (the “Premier Companies”). The Premier Companies are a leading swimming pool-building brand that uses its franchisee network to sell and install pools around the United States.

In connection with Latham’s Investment in Premier Pools & Spas, the Company entered into an exclusive supply agreement with Premier Pools & Spas, the Premier Companies, and Premier Pools & Spas’ franchisees (“Premier Franchisees”) (together, the “Customer”). Premier Pools & Spas does not consolidate the operations of the Premier Franchisees. Per the supply agreement, Latham is the exclusive supplier of the Premier Franchisees for specific pool and pool products. These products include fiberglass products and package pool products. The initial term of the supply agreement is ten years.

For the first three years of the supply agreement, the Customer is entitled to a low-teens percentage rebate for all fiberglass pools sold and an additional growth rebate of a low single-digit to low-teens percentage based on year over year sales growth on fiberglass pools (the “Rebates”). The Rebates will be paid directly to Premier Pools Management Corp. Holdco.

As of December 31, 2021, the Company’s carrying amount for the equity method investment in Premier Pools & Spas was $23.4 million. During the fiscal year ended December 31, 2021, Premier Pools & Spas paid the Company dividends of $2.2 million that are presented on the consolidated statement of cash flows as distribution received from equity method investment of $1.8 million and return of equity method investment of $0.4 million, respectively. The Company has elected a three-month financial reporting lag. The Company recorded its interest in net earnings of Premier Pools & Spas of $2.2 million for the fiscal year ended December 31, 2021, along with a basis difference adjustment of $0.3 million.

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2021

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

5.FAIR VALUE MEASUREMENTS

Assets and liabilities measured at fair value on a nonrecurring basis

The Company’s non-financial assets such as goodwill, intangible assets and property and equipment are measured at fair value upon acquisition or remeasured to fair value when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 2 and Level 3 inputs.

Fair value of financial instruments

The Company considers the carrying amounts of cash, trade receivables, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities, to approximate fair value due to the short-term maturities of these instruments.

Term loan

The term loan is carried at amortized cost; however, the Company estimates the fair value of the term loan for disclosure purposes. The fair value of the term loan is determined using inputs based on observable market data of a non-public exchange using, which are classified as Level 2 inputs. The following table sets forth the carrying amount and fair value of the term loan (in thousands):


	December 31,
	2021				2020
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
Term loan	$	280,408	$	281,926	$	221,496	$	221,081

Interest rate swap

The Company estimates the fair value of the interest rate swap on a quarterly basis using Level 2 inputs, including the forward LIBOR curve. The fair value is estimated by comparing (i) the present value of all future monthly fixed rate payments versus (ii) the variable payments based on the forward LIBOR curve. As of December 31, 2021, the Company’s interest rate swap asset was $0.5 million, which was recorded within other assets on the consolidated balance sheets. As of December 31, 2020, the Company’s interest rate swap liability was $0.3 million, which was recorded within other long-term liabilities on the consolidated balance sheets.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

GOODWILL AND INTANGIBLE ASSETS, NET

12 Months Ended

Dec. 31, 2021

GOODWILL AND INTANGIBLE ASSETS, NET

GOODWILL AND INTANGIBLE ASSETS, NET

6.GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The following table presents the changes in the carrying value of goodwill during the years ended December 31, 2021, 2020 and 2019 (in thousands):


	Amount
Balance as of December 31, 2019	$	101,672
Acquisition of GLI		13,105
Foreign currency translation adjustment		973
Balance as of December 31, 2020		115,750
Acquisition of Radiant		13,718
Foreign currency translation adjustment		(597)
Balance as of December 31, 2021	$	128,871

The Company performed an annual test for goodwill impairment in the fourth quarter of the fiscal year ended December 31, 2021 in accordance with Step 0 of ASC 350 and determined that goodwill was not impaired. The Company performed an annual test for goodwill impairment in the fourth quarter of the fiscal years ended December 31, 2020 and 2019 in accordance with Step 1 of ASC 350 and determined that goodwill was not impaired.

Intangible Assets

Intangible assets, net as of December 31, 2021 consisted of the following (in thousands):


	December 31, 2021
	Gross		Foreign
	Carrying		Currency		Accumulated		Net
	Amount		Translation		Amortization		Amount
Trade names and trademarks	$	148,100	$	439	$	16,382	$	132,157
Patented technology		16,126		65		5,205		10,986
Technology		13,000		—		72		12,928
Pool designs		13,628		265		1,101		12,792
Franchise relationships		1,187		54		767		474
Dealer relationships		197,376		22		30,838		166,560
Backlog		1,600		—		160		1,440
Non-competition agreements		2,476		—		1,503		973
	$	393,493	$	845	$	56,028	$	338,310

Intangible assets, net as of December 31, 2020 consisted of the following (in thousands):


	December 31, 2020
	Gross		Foreign
	Carrying		Currency		Accumulated		Net
	Amount		Translation		Amortization		Amount
Trade names and trademarks	$	135,100	$	1,047	$	10,258	$	125,889
Patented technology		16,126		155		3,452		12,829
Pool designs		5,728		629		648		5,709
Franchise relationships		1,187		130		470		847
Dealer relationships		160,376		52		17,697		142,731
Non-competition agreements		2,476		—		1,008		1,468
	$	320,993	$	2,013	$	33,533	$	289,473

The Company recognized $22.6 million, $17.3 million, and $15.6 million of amortization expense related to intangible assets during the years ended December 31, 2021, 2020, and 2019, respectively.

The Company estimates that amortization expense related to definite-lived intangible assets will be as follows in each of the next five years and thereafter (in thousands):


	Estimated Future
	Amortization
Year Ended	Expense
2022	$	28,158
2023		26,527
2024		25,707
2025		25,550
2026		25,550
Thereafter		206,818
	$	338,310

INVENTORIES, NET

12 Months Ended

Dec. 31, 2021

INVENTORIES, NET

INVENTORIES, NET

7.INVENTORIES, NET

Inventories, net consisted of the following (in thousands):


	December 31,
	2021		2020
Raw materials	$	77,510	$	37,010
Finished goods		32,046		27,808
	$	109,556	$	64,818

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2021

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET

8.PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following (in thousands):


	December 31,
	2021		2020
Land	$	1,744	$	1,613
Building and improvements		7,369		5,898
Machinery and equipment		27,910		21,478
Furniture and fixtures		1,470		1,406
Computer equipment and software		7,011		6,633
Molds and dyes		13,365		9,051
Leasehold improvements		4,560		3,573
Vehicles		4,363		3,061
Construction in progress		18,677		8,525
		86,469		61,238
Less: Accumulated depreciation		(22,963)		(13,881)
	$	63,506	$	47,357

Depreciation and amortization expense related to property and equipment during the years ended December 31, 2021, 2020 and 2019 was $9.7 million, $8.0 million and $6.0 million, respectively. Construction in progress recorded as of December 31, 2021 and 2020 primarily related to an increase in fiberglass molds and fiberglass production capacity. The Company recorded aggregate losses on sales and disposals of property and equipment of $0.3 million, $0.3 million and $0.7 million during the years ended December 31, 2021, 2020 and 2019 respectively.

LONG-TERM DEBT

12 Months Ended

Dec. 31, 2021

LONG-TERM DEBT

LONG-TERM DEBT

9.LONG-TERM DEBT

The components of the Company’s outstanding debt obligations consisted of the following (in thousands):


	December 31,
	2021		2020
Term loan	$	284,009	$	228,147
Less: Unamortized discount and debt issuance costs		(3,601)		(6,651)
Total debt		280,408		221,496
Less: Current portion of long-term debt		(17,220)		(13,042)
Total long-term debt	$	263,188	$	208,454

Revolving Credit Facility

On December 18, 2018, the Latham Pool Products entered into an agreement (the “Credit Agreement”) with Nomura Corporate Funding Americas, LLC (“Nomura”) that included a revolving line of credit (the “Revolver”) and letters of credit (“Letters of Credit” or collectively with the Revolver, the “Revolving Credit Facility”), as well as a term loan (as described below). The Revolving Credit Facility was utilized to finance ongoing general corporate and working capital needs with the Revolver of up to $30.0 million. The Revolving Credit Facility matures on December 18, 2023.

The Revolving Credit Facility allows for either Eurocurrency borrowings, bearing interest ranging from 4.50% to 4.75%, or base rate borrowings, bearing interest ranging from 3.50% to 3.75% depending on the First Lien Net Leverage Ratio, as defined in the Credit Agreement. A commitment fee accrues on any unused portion of the commitments under the Revolving Credit Facility. The commitment fee is due and payable quarterly in arrears and is equal to the applicable margin times the actual daily amount by which the $30.0 million initial commitment exceeds the sum of the outstanding borrowings under the Revolver and outstanding Letters of Credit obligations. The applicable margin ranges from 0.375% to 0.500% as determined by the Company’s First Lien Net Leverage Ratio as defined in the Credit Agreement.

The Company is required to meet certain financial covenants, including maintaining specific liquidity measurements. There are also negative covenants, including certain restrictions on the Company’s ability to incur additional indebtedness, create liens, make investments, consolidate or merge with other entities, enter into transactions with affiliates and make prepayments. As of December 31, 2021 and 2020, the Company was in compliance with all financial-related covenants related to the Credit Agreement. There were no amounts outstanding as of December 31, 2021 and 2020 on the Revolver or Letters of Credit.

Term Loan Facility

On December 18, 2018, in connection with the Acquisition, the Company entered into the Credit Agreement with Nomura to borrow $215.0 million (the “Original Term Loan”). The Company incurred debt issuance costs of $11.5 million related to the transaction.

The Original Term Loan was amended on May 29, 2019, to provide additional borrowings of $23.0 million at a discount of $0.7 million (the “First Amendment”) to fund the Company’s acquisition of Narellan. Any portion of the First Amendment not used to fund the acquisition of Narellan was required to be applied to repay the First Amendment in an aggregate amount equal to such portion of the First Amendment, without any premium or penalty.

On August 6, 2020, the Company entered into a Form of Affiliated Lender Assignment and Assumption with Nomura (the “Assignment”). Under the Assignment, the Company repaid $4.975 million of the outstanding principal balance, which was accepted as full repayment of $5.0 million of the outstanding principal balance. The Company treated the $25.0 thousand as a gain on extinguishment of debt and recorded it within interest expense, net in its consolidated statements of operations during the year ended December 31, 2020.

On October 14, 2020, the Company entered into a subsequent amendment under the Original Term Loan with Nomura to borrow an additional $20.0 million (the “Second Amendment” and collectively with the Original Term Loan and the First Amendment, the “Term Loan”). The Company accounted for the borrowings under the Second Amendment as new debt and recorded $0.1 million of third party costs as a direct reduction to the carrying amount of long-term debt on the consolidated balance sheet. There were no financing costs incurred with the Second Amendment. The Term Loan has a maturity date of June 18, 2025. Interest and principal payments are due quarterly.

On January 25, 2021, the Company entered into a subsequent amendment to the Term Loan with Nomura to borrow an additional $175.0 million (the “Third Amendment” and collectively with the “Term Loan”, the “Amended Term Loan”). The amendment did not change the maturity date of the Term Loan and the Amended Term Loan bears interest under the same terms as the Term Loan. The Company accounted for $165.0 million of the borrowings under the Third Amendment as new debt and $10.0 million of the borrowings under the Third Amendment as a debt modification. The Company recorded an aggregate of $1.2 million of debt issuance costs as a direct reduction to the carrying amount of long-term debt on the consolidated balance sheet.

The Amended Term Loan allowed for the $175.0 million of proceeds to be distributed to Class A unitholders. On February 2, 2021, the Company used the proceeds of the Amended Term Loan to repurchase and retire treasury stock of $64.9 million and to pay a dividend to Class A unitholders of $110.0 million.

On April 27, 2021, upon completion of the IPO, the Company used $152.7 million of the net proceeds from the IPO to repay $152.7 million of the Amended Term Loan.

On November 24, 2021, the Company entered into a subsequent amendment to the Amended Term Loan with Nomura to provide for incremental term loans in an aggregate principal amount of $50.0 million. The new loans will have terms identical including with respect to, among other things, maturity, the interest rate and amortization. The other terms of the Amended Term Loan remained unchanged. Under the Amended Term Loan, the Company is required to repay the outstanding principal balance in fixed quarterly payments of $4.3 million, commencing December 31, 2021, with a final payment of $228.0 million due on June 18, 2025. The Company accounted for $22.6 million of the borrowings under the November 2021 amendment as new debt and $27.4 million of the borrowings under the Fifth Amendment as a debt modification. The Company did not incur a material amount of issuance costs in connection with the additional borrowings under the Amended Term Loan.

The Amended Term Loan bears interest at (1) a base rate equal to the highest of (i) the Federal Funds Rate plus 1∕2 of 1%, (ii) the “prime rate” published in the Money Rates section of the Wall Street Journal and (iii) LIBOR (2) plus a Loan Margin of (i) 6.00% for Eurocurrency Rate Loans and (ii) 5.00% for Base Rate Loans, as defined in the Credit Agreement. Principal payments under the First Amendment were calculated as 0.629% of the outstanding principal balance. In connection with the Amended Term Loan, the Company is subject to various financial reporting, financial and other covenants, including maintaining specific liquidity measurements.

Under the Amended Term Loan, the Company is required to make mandatory prepayments based on the Company’s excess cash flow for the year, as follows (as a percentage of the Company’s excess cash flow for the year):


	Mandatory
	Prepayment
Net Leverage Ratio	Percentage
> 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	%

Net Leverage Ratio in the table above is defined, as of any date of determination, as the ratio of net indebtedness at such date to consolidated earnings before interest, taxes, depreciation and amortization.

There was no estimated mandatory prepayment to be paid as of December 31, 2021 or 2020. There are also negative covenants, including, but not limited to, certain restrictions on the Company’s ability to incur additional indebtedness, create liens, make investments, consolidate or merge with other entities, enter into transactions with affiliates and make prepayments. As of December 31, 2021 and 2020, the Company was in compliance with all financial-related covenants related to the Term Loan.

As of December 31, 2021, the unamortized debt issuance costs and discount on the Amended Term Loan were $2.5 million and $1.1 million, respectively. As of December 31, 2020, the unamortized debt issuance costs and discount on the Term Loan were $6.3 million and $0.4 million, respectively. The effective interest rate was 7.04% at December 31, 2021.

Interest rate risk associated with the Company’s Credit Agreement is managed through an interest rate swap which the Company executed on April 30, 2020. The swap has an effective date of May 18, 2020 and a termination date of May 18, 2023. Under the terms of the swap, the Company fixed its LIBOR borrowing rate at 0.442% on a notional amount of $200.0 million. The interest rate swap is not designated as a hedging instrument for accounting purposes.

Principal payments due on the outstanding debt in the next five fiscal years, excluding any potential payments based on excess cash flow levels, are as follows (in thousands):


	Term Loan
Year Ended	Facility
2022	$	17,220
2023		17,220
2024		17,220
2025		232,349
	$	284,009

The obligations under the Credit Agreement are guaranteed by certain wholly owned subsidiaries (the “Guarantors”) of the Company as defined in the security agreement. The obligations under the Credit Agreement are secured by substantially all of the Guarantors’ tangible and intangible assets, including their accounts receivables, equipment, intellectual property, inventory, cash and cash equivalents, deposit accounts and security accounts. The Credit Agreement also restricts payments and other distributions unless certain conditions are met, which could restrict the Company’s ability to pay dividends.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2021

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES..

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

10.ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following (in thousands):


	December 31,
	2021		2020
Accrued sales rebates	$	20,300	$	15,511
Accrued product warranties		4,717		2,705
Accrued incentives		9,205		11,244
Accrued vacation		2,773		3,805
Accrued payroll		6,107		6,098
Deferred offering costs		—		1,040
Accrued third-party services		1,458		2,172
Income taxes payable		587		—
Deferred revenue		5,927		4,530
Other		8,023		6,373
Total accrued expenses and other current liabilities	$	59,097	$	53,478

PRODUCT WARRANTIES

12 Months Ended

Dec. 31, 2021

PRODUCT WARRANTIES

PRODUCT WARRANTIES

11.PRODUCT WARRANTIES

The warranty reserve activity consisted of the following (in thousands):


	Year Ended
	December 31,
	2021		2020		2019
Balance at the beginning of the year	$	2,882	$	2,846	$	1,977
Accruals for warranties issued		8,824		3,966		3,729
Warranty liabilities assumed in GLI Acquisition		—		118		—
Warranty liabilities assumed in Radiant Acquisition		50		—		—
Less: Settlements made (in cash or in kind)		(6,847)		(4,048)		(2,860)
Balance at the end of the year	$	4,909	$	2,882	$	2,846

NET SALES

12 Months Ended

Dec. 31, 2021

NET SALES.

NET SALES

12.NET SALES

The following table sets forth the Company’s disaggregation of net sales by product line (in thousands):


	Year Ended
	December 31,
	2021		2020		2019
In-ground Swimming Pools	$	368,465	$	237,410	$	175,033
Covers		132,126		84,524		70,984
Liners		129,865		81,455		71,958
	$	630,456	$	403,389	$	317,975

The allowance for bad debt activity during the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands):


	Year Ended
	December 31,
	2021		2020		2019
Balance at the beginning of the year	$	1,438	$	1,322	$	1,535
Bad debt expense		979		358		253
Write-offs		(24)		(242)		(466)
Balance at the end of the year	$	2,393	$	1,438	$	1,322

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

INCOME TAXES

12 Months Ended

Dec. 31, 2021

INCOME TAXES

INCOME TAXES

13.INCOME TAXES

The Company is subject to United States federal, state and local income taxes, as well as other foreign income taxes. The domestic and foreign components of its (loss) income before income taxes are as follows (in thousands):


	Year Ended
	December 31,
	2021		2020		2019
(Loss) income before income taxes:
Domestic	$	(68,261)	$	19,609	$	9,939
Foreign		14,731		3,150		(7,153)
Total	$	(53,530)	$	22,759	$	2,786

Current and deferred income tax expense (benefit) is composed of the following (in thousands):


	Year Ended
	December 31,
	2021		2020		2019
Current income tax expense (benefit):
Domestic	$	19,855	$	10,342	$	5,424
Foreign		991		1,104		131
Total current tax (benefit) expense		20,846		11,446		5,555
Deferred income tax (benefit) expense:
Domestic		(1,912)		(4,532)		(10,020)
Foreign		(10,116)		(138)		(206)
Total deferred tax (benefit) expense		(12,028)		(4,670)		(10,226)
Total income tax (benefit) expense	$	8,818	$	6,776	$	(4,671)

The reconciliation of the statutory federal income tax rate with the Company’s effective income tax rate is as follows (% of Income (Loss) Before Income Taxes):


	Year Ended		Year Ended		Year Ended
	December 31, 2021		December 31, 2020		December 31, 2019
Federal statutory tax rate	21.0	%	21.0	%	21.0	%
Foreign rate differential	(1.4)	%	1.2	%	1.1	%
State income tax, net of federal benefit	(3.3)	%	1.4	%	(67.2)	%
Uncertain tax positions	(0.3)	%	0.8	%	348.2	%
Change in valuation allowance	23.8	%	(1.1)	%	(5.9)	%
GILTI	0.8	%	1.5	%	21.1	%
Meals and entertainment	(0.2)	%	0.5	%	6.8	%
Foreign expenses not deductible for tax	(0.8)	%	1.7	%	56.1	%
Transaction costs not deductible for tax	(0.2)	%	2.0	%	13.3	%
Nondeductible stock compensation	(48.0)	%	—	%	—	%
Canadian restructuring	—	%	—	%	(562.4)	%
Canadian branch income	(9.1)	%	1.8	%	0.0	%
Other permanent items	1.2	%	(1.0)	%	(0.1)	%
	(16.5)	%	29.8	%	(168.0)	%

The following table summarizes changes in the valuation allowance (in thousands):


	Year Ended
	December 31,
	2021		2020		2019
Balance at January 1	$	(12,704)	$	(12,463)	$	(12,300)
Additions		—		(241)		(163)
Deductions		12,704		—		—
Balance at December 31	$	—	$	(12,704)	$	(12,463)

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the U.S. Tax Cuts and Jobs Act of 2017 (the “Act”). The Act made broad and complex changes to the U.S. tax code, including, but not limited to (1) reducing the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018, (2) bonus depreciation that allows for full expensing of qualified property, (3) interest expense deduction limitation rules, and (4) new international tax provisions including, but not limited to, GILTI and Foreign Derived Intangible Income (“FDII”). The Act also required companies to record/pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred. The one-time transition tax was based on the Company’s total post-1986 earnings and profits (“E&P”) that were previously deferred for U.S. income tax purposes. The Company did not record a liability for the one-time transition tax for all of its foreign subsidiaries as the Company did not have aggregate E&P from those foreign subsidiaries.

During the year ended December 31, 2019, the Company finalized the computations of the income tax effects of the Act. Although the Company has completed its accounting for the effects of the Act, the determination of the Act’s income tax effects may change following future legislation or further interpretation of the Act based on the publication of recently proposed U.S. Treasury regulations and guidance from the Internal Revenue Service and state tax authorities. The Company has elected with respect to its treatment of GILTI to account for taxes on GILTI as incurred.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") was enacted in response to the coronavirus ("COVID-19") pandemic. The CARES Act is aimed at providing assistance and health care for individuals, families, and businesses affected by COVID-19 and generally supporting the U.S. economy. The CARES Act, among other things, includes provisions related to refundable payroll tax credits, deferment of the employer portion of social security payments, net operating loss carryback periods, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act did not have a material impact on the Company’s consolidated financial condition or results of operations for the years ended December 31, 2021 and 2020.

On December 27, 2020, the Consolidated Appropriations Act (“CAA”) was enacted in further response to the COVID-19 pandemic. The CAA extended many of the provisions enacted by the CARES Act, the extension of which likewise did not have a material impact on the Company’s consolidated financial statements for the years ended December 31, 2021 and 2020.

In December 2019, the FASB issued ASU 2019-12, which is intended to enhance and simplify various aspects of the accounting for income taxes. The amendments in this update remove certain exceptions to the general principles in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and amends existing guidance to improve consistent application of the accounting for franchise taxes, enacted changes in tax laws or rates, and transactions that result in a step-up in the tax basis of goodwill. The adoption of this standard during the year ended December 31, 2021 required no cumulative-effect adjustments and did not have a material impact on the Company’s financial position or results of operations.

Deferred Income Taxes

Deferred income taxes recognize the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts used for income tax purposes, and the impact of available net operating loss (“NOL”) and tax credit carryforwards. These items are stated at the enacted tax rates that are expected to be in effect when taxes are actually paid or recovered.

Deferred income tax assets and liabilities recorded on the balance sheets as of December 31, 2021 and 2020 consist of the following (in thousands):


	December 31,
	2021		2020
Deferred tax assets:
Net operating loss carryforwards	$	9,885	$	12,099
Inventories, net		1,267		473
Warranty reserve		1,041		789
Trade receivables		483		360
Profits interest units		1,778		760
Accrued expenses		539		1,010
Transaction costs		1,211		607
Future branch taxes		(2,462)		—
Other		719		216
Gross deferred tax assets		14,461		16,314
Valuation allowance		—		(12,704)
Total deferred tax asset		14,461		3,610
Less: Foreign deferred tax benefit		(10,603)		(345)
Total domestic deferred tax asset		3,858		3,265
Deferred tax liabilities:
Intangible assets		(50,298)		(53,874)
Property and equipment, net		(5,788)		(4,120)
Prepaid expenses and other		(1,201)		(464)
Investments in partnerships		(2,914)		—
Total deferred tax liabilities		(60,201)		(58,458)
Net deferred tax liabilities	$	(56,343)	$	(55,193)

ASC 740 requires that the Company reduce its deferred income tax assets by a valuation allowance if, based on the weight of the available evidence, it is more likely than not that all or a portion of a deferred tax asset will not be realized. After consideration of all evidence, both positive and negative, management concluded that it is more likely than not that it will be able to realize all of its deferred tax assets and that a valuation allowance of $12.7 million is no longer necessary as of December 31, 2021. Accordingly, the valuation allowance was released during the year ended December 31, 2021.

As of December 31, 2021, the Company had net operating loss (“NOL”) carryforwards of approximately $9.9 million (tax effected), which will be available to offset future taxable income and tax liabilities. The NOL carryforwards expire in calendar years 2026 through 2039.

The Company reinvests earnings of foreign operations indefinitely and, accordingly, does not provide for income taxes that could result from the remittance of such earnings. The Company acknowledges that it would need to accrue and pay taxes should it decide to repatriate cash generated from earnings of its foreign subsidiaries that are considered indefinitely reinvested but expect that the potential tax liability would be insignificant.

Tax Uncertainties

The liability related to uncertain tax positions, exclusive of interest, is $5.4 million at December 31, 2021. Of this amount, $5.4 million, if recognized, would impact the effective tax rate. The Company does not expect this balance to significantly change within the next twelve months. The Company’s policy is to record interest and penalties related to unrecognized tax benefits in the income tax provision (benefit). As of December 31, 2021, the Company had $0.3 million of accrued interest and no accrued penalties.

The Company is subject to income taxes in the U.S., certain states and numerous foreign jurisdictions. While the Company believes it has adequately provided for all tax positions, amounts asserted by taxing authorities could be greater than its accrued position. Accordingly, additional provisions on federal and foreign tax-related matters could be recorded in the future as revised estimates are made or the underlying matters are settled or otherwise resolved.

The Company files a federal consolidated tax return which includes all U.S. entities as well several combined/consolidated state tax returns and separate state tax returns. In addition, the Company files Canadian and Australian tax returns for its Canadian, Australian, and New Zealand entities. The Company is subject to the regular examination of our income tax returns by tax authorities. The Company does not have any audits in process. Examinations in material jurisdictions or changes in laws, rules, regulations or interpretations by local taxing authorities could result in impacts to tax years open under statute or to foreign operating structures currently in place. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations or changes in laws, rules, regulations or interpretations to determine the adequacy of our provision for taxes. It is possible the outcomes from these examinations will have a material adverse effect on our financial condition and operating results.

Tax years from the fiscal year ended December 31, 2018 through present are open for examination in the U.S. Tax years and tax periods ended December 31, 2017 through present are open for state examination. Tax years and tax periods from June 30, 2018 through present are currently open for examination in Canada. Tax years and tax periods from June 30, 2017 through present are currently open for examination in Australia. Tax years and tax periods from March 31, 2017 through present are currently open for examination in New Zealand.

The following is a reconciliation of the beginning and ending amount of uncertain tax positions (in thousands):


	Year Ended
	December 31,
	2021		2020
Balance at the beginning of the year	$	9,862	$	9,681
Additions for tax positions taken during prior years		149		181
Additions for tax positions taken during the current year		—		—
Balance at the end of the year	$	10,011	$	9,862

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2021

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

14.COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company leases certain property and equipment under agreements generally with terms of five years or less and may include certain renewal options. Rental expense during the years ended December 31, 2021, 2020 and 2019 was $8.8 million, $6.8 million and $6.1 million, respectively.

The minimum annual rental commitments under non-cancelable operating leases as of December 31, 2021 are due as follows (in thousands):



	Year Ended
2022	$	8,094
2023		6,278
2024		5,674
2025		4,726
2026		3,479
Thereafter		6,854
	$	35,105

Litigation

In the normal course of its business, the Company is involved in various legal proceedings involving contractual and employment relationships, product liability claims, trademark rights and a variety of other matters. The Company does not believe there are any pending legal proceedings that will have a material impact on the Company’s financial position, results of operations or cash flows. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings.

EMPLOYEE BENEFIT PLANS

12 Months Ended

Dec. 31, 2021

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

15.EMPLOYEE BENEFIT PLANS

The Company has various retirement savings plans covering substantially all employees of the Company. These plans allow eligible employees to make discretionary contributions. The Company makes discretionary matching and other contributions depending on the plan and recognized expense of $2.0 million, $0.8 million and $0.9 million related to such plans during the years ended December 31, 2021, 2020 and 2019, respectively.

During the year-ended December 31, 2020, the Company terminated its defined benefit pension plan, liquidating the existing plan assets and settling all remaining plan obligations associated with the Company’s pension plans, which resulted in an immaterial impact to the consolidated financial statements.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section S99
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=21916913&loc=d3e273930-122802

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (o)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (p)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 70
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-URI http://asc.fasb.org/topic&trid=2235017

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 60
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=6414203&loc=d3e39689-114964

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (q)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (l)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

+ Details

PROFITS INTEREST UNITS

12 Months Ended

Dec. 31, 2021

STOCK-BASED COMPENSATION.

PROFITS INTEREST UNITS

16.PROFITS INTEREST UNITS

Prior to the Reorganization, the Company’s Parent granted profit interest units (“PIUs”) in the form of Class B units of the Parent to certain key employees and directors for purposes of retaining them and enabling such individuals to participate in the long-term growth and financial success of the Company. As part of the Reorganization, the vested and unvested PIUs of the Parent, were converted on a pro rata basis into equivalent restricted stock units and restricted stock awards of the Company’s common stock. The following table summarizes the activity for all PIUs during the years ended December 31, 2021, 2020 and 2019:


		Weighted-Average
		Grant-Date
	Number of PIUs	Fair Value
Balance at January 1, 2019	20,890,124	$	0.41
Granted	3,692,699	$	0.38
Forfeited	(2,848,653)	$	0.41
Balance at December 31, 2019	21,734,170
Granted	7,843,107	$	0.60
Forfeited	(2,152,315)	$	0.35
Balance at December 31, 2020	27,424,962	$	0.43
Forfeited	(1,266,068)	$	0.34
Converted at IPO in connection with the Reorganization	(26,158,894)	$	0.43
Balance at December 31, 2021	—	$	—

On January 29, 2021, an employee holder of PIUs terminated his employment with the Company, at which time all 1,055,057 of his performance-vesting units were forfeited. At the time of his termination, the employee held 527,528 of time-vesting units, of which 211,011 time-vesting units were vested. Per the terms of his termination agreement, the Company accelerated the vesting of an additional 105,506 time-vesting units, such that the total time-vesting units vested were equal to 316,517 upon his termination and the remaining 211,011 of unvested time-vesting units were forfeited upon his termination. As the employee’s profits interest units had not vested from an accounting perspective, the retention and immediate vesting of the retained time-vesting units was accounted for as a modification. A cumulative catch-up charge of $1.1 million was recorded during the fiscal quarter ended April 3, 2021 to reflect the incremental fair value of the awards as of the date of the modification, as compared to the grant-date fair value.

The Company used the following assumptions in conjunction with the Contingent Claims Analysis Model to estimate the fair value of the PIUs:


	Year Ended		Year Ended
	December 31, 2020		December 31, 2019
Expected volatility	55.00	%	49.00	%
Risk-free interest rate	0.20	%	1.90	%
Expected term (in years)	3.2		4.6
Expected dividend yield	—	%	—	%

During the year ended December 31, 2020, the Company recorded $0.6 million in stock-based compensation expense related to the settlement of the Contingent Consideration, which is recorded in selling, general and administrative expense in the consolidated statements of operations.

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2021

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

17.STOCK-BASED COMPENSATION

On April 12, 2021, the Company’s stockholders approved the 2021 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), which became effective on April 22, 2021, upon pricing of the IPO. The Omnibus Incentive Plan provides for the issuance of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based and cash-based awards. The maximum aggregate number of shares reserved for issuance under the Omnibus Incentive Plan is 13,170,212 shares. The maximum grant date fair value of cash and equity awards that may be awarded to a non-employee director under the Omnibus Incentive Plan during any one fiscal year, together with any cash fees paid to such non-employee director during such fiscal year, will be $750 thousand.

Contemporaneously with the pricing of the Company’s IPO, on April 22, 2021 the Company granted 8,340,126 of restricted stock awards, 341,301 of restricted stock units and 886,862 of option awards under the Omnibus Incentive Plan to employees of the Company. Of the 8,340,126 restricted stock awards granted, (i) 6,799,414 vest every six months in equal installments beginning on December 27, 2021 and ending on December 27, 2023, and (ii) 1,540,712 vest every six months in equal installments, beginning on December 27, 2021 and ending on December 27, 2024. Of the 341,301 restricted stock unit awards granted, (i) 251,828 vest 1/3 on the nine-month anniversary of the Closing of the IPO, 1/3 on the first anniversary of the Closing of the IPO, and 1/3 on the two-year anniversary of the Closing of the IPO; (ii) 22,367 vest on the first anniversary of the Closing of the IPO; (iii) 51,316 vest on December 16, 2021; and (iv) 15,790 vest evenly on each of the first three anniversaries of the Closing of the IPO. All 886,862 of the option awards vest 25% annually on each of the first four anniversaries of the Closing of the IPO. The option awards were granted with a strike price of $19.00 per share. Under the terms of the Omnibus Incentive Plan, all stock options will expire if not exercised within ten years of the grant date.

Stock-based compensation expense for the years ended December 31, 2021 and 2020 was $128.8 million and $1.8 million, respectively. Stock-based compensation expense of $8.7 million and $120.1 million was recorded in cost of sales and selling, general and administrative expense, respectively, for the year ended December 31, 2021. Stock-based compensation expense for the year ended December 31, 2020 was recorded in selling, general and administrative expense on the consolidated statements of operations. Of the $128.8 million of stock-based compensation expense recorded during the year ended December 31, 2021, $0.5 million was due to the accelerated vesting of restricted stock and $49.0 million was due to the modification as a result of the Reorganization. Refer to Note 16 above for detail regarding the Company’s equity-based awards issued in the form of PIUs prior to the Reorganization and IPO. The recognized income tax benefit related to stock-based compensation was $0.1 million for the year ended December 31, 2021. There was no recognized income tax benefit related to stock-based compensation for the years ended December 31, 2020 and 2019. As of December 31, 2021, total unrecognized stock-based compensation expense related to all unvested stock-based awards of $73.6 million, which is expected to be recognized over a weighted-average period of 1.45 years.

The following table sets forth the significant assumptions used in the Black-Scholes option-pricing model on a weighted-average basis to determine the fair value of option awards granted:


	Year Ended
	December 31, 2021
Risk-free interest rate	0.64	%
Expected volatility	38.19	%
Expected term (in years)	6.25
Expected dividend yield	0.00	%

Restricted Stock Awards

The following table represents the Company’s restricted stock awards activity during the year ended December 31, 2021:


		Weighted-
		Average Grant-
	Shares	Date Fair Value
Outstanding at January 1, 2021	—	$	—
Granted	8,340,126		19.00
Vested	(1,522,026)		—
Forfeited	(1,014,976)		19.00
Outstanding at December 31, 2021	5,803,124	$	19.00

Restricted Stock Units

The following table represents the Company’s restricted stock units activity during the year ended December 31, 2021:


		Weighted-
		Average Grant-
	Shares	Date Fair Value
Outstanding at January 1, 2021	—	$	—
Granted	346,674		19.07
Vested	(51,316)		19.00
Forfeited	(16,767)		19.00
Outstanding at December 31, 2021	278,591	$	19.08

Stock Options

The following table represents the Company’s stock option activity during the year ended December 31, 2021:


			Weighted-	Weighted-
			Average	Average
		Exercise Price		Remaining	Aggregate
	Shares	per Share		Contract Term	Intrinsic Value
				(in years)	(in thousands)
Outstanding on January 1, 2021	—	$	—	—	$	—
Granted	903,978		19.08
Exercised	—
Forfeited	(81,092)
Outstanding at December 31, 2021	822,886	$	19.08	9.32	$	4,893
Vested and expected to vest at December 31, 2021	822,886	$	19.08	9.32	$	4,893
Options exercisable at December 31, 2021	—		—	—		—

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock.

The weighted average grant-date fair value of stock options granted during the year ended December 31, 2021 was $7.25 per share.

SHAREHOLDER'S EQUITY

12 Months Ended

Dec. 31, 2021

SHAREHOLDER'S EQUITY

SHAREHOLDER'S EQUITY.

18.SHAREHOLDER’S EQUITY

Equity Structure Prior to Reorganization

Prior to the IPO and the Reorganization, the Parent owned 100% of the issued and outstanding common stock of the Company. The capital structure of the Parent consisted of two different classes of limited partnership interests, Class A and Class B units (profits interests). Prior to the Reorganization, none of the Class B units would have been vested for accounting purposes due to the Parent’s $0 Repurchase Right, which applied in the event of a voluntary termination or termination without cause, since it functions as a vesting condition.

Reorganization

Prior to the Closing of the IPO, the Company’s parent entity, Parent, merged with and into Latham Group, Inc., The purpose of the Reorganization was to allow existing indirect owners of the Company to become direct shareholders of the Company.

In connection with the Reorganization, Class A units of the Parent (the “Class A units”) were converted into economically equivalent number of shares of the Company’s common stock on a pro rata basis to the individual holders’ ownership , and Class B units of the Parent (the “Class B units”) were converted into an economically equivalent number of restricted and unrestricted shares of the Company’s common stock, based on each individual’s respective equity value, as derived by individual Class B ownership. The Reorganization was accounted for as an equity reorganization between entities under common control.

As the Class A units were akin to common shares as all holders held economic interest of the Parent and were entitled to distributions on a pro rata basis to their respective the individual holders’ ownership, the conversion of Class A units to common shares as part of the Reorganization was considered to be the equivalent to a stock split, which requires retrospective treatment for accounting purposes. Accordingly, all share and per share amounts in these consolidated financial statements and related notes have been retroactively restated, where applicable, for all periods herein, to give effect to the conversion ratio applied in connection with the Reorganization. As a result of the retrospective application of the Reorganization, any transaction between the Company and Parent has been eliminated from these consolidated financial statements as these represent intercompany transactions.

Class B units were historically accounted for as compensatory arrangements in accordance with ASC 718 “Compensation – Stock Compensation”, akin to stock appreciation rights, that when vested would share on the economic appreciation of the equity value of Parent over the agreed hurdles. As a result of the Reorganization, the Company determined that only vested Class B units are considered outstanding for accounting purposes. A portion of the Class B units vest based on continued employment by the holder, or time-vesting units, and the remaining Class B units vest upon defined performance and market conditions, or performance-vesting units. Therefore, the Company has considered any unvested restricted shares as contingently issuable shares until they vest. The conversion of time-vesting Class B units to restricted shares is retrospectively included in the weighted-average common shares outstanding used to calculate diluted net income (loss) per share using the treasury stock method for each period in which the individual unit holder’s threshold was met at the reporting date and therefore the individual unit holder would have participated in a hypothetical distribution to the Parent unit holders, if dilutive. The conversion of performance-vesting Class B units to restricted shares is not included in the weighted-average shares outstanding used to calculate diluted net income (loss) per share for any period prior to the Reorganization and IPO as the performance vesting thresholds were not satisfied and the performance units were not considered probable to vest historically. Refer to Note 19 for additional details relating to net income (loss) per share

Equity Structure Subsequent to the Reorganization

On April 13, 2021, the Company’s certificate of incorporation was amended and restated. Under the amended and restated certificate of incorporation, the Company has authority to issue 500,000,000 shares of common stock, par value $0.0001 per share. On April 12, 2021, the Company’s board of directors declared and on April 13, 2021, the Company effected a 109,673.709-for-one stock split of its issued and outstanding shares of common stock.

As a part of the equity Reorganization, on April 22, 2021, 194,207,115 Class A units converted into 97,187,596 shares of common stock and 26,158,894 Class B units converted into 4,145,987 shares of common stock and 8,340,126 shares of unvested restricted stock.

Amendment and Restatement of Certificate of Incorporation

On April 22, 2021, the Company’s certificate of incorporation was further amended and restated to, among other things, increase the authorized shares to 1,000,000,000, of which 900,000,000 are shares of common stock, par value $0.0001 per share and 100,000,000 are shares of preferred stock, par value 0.0001 per share.

As of and December 31, 2021 and 2020, 113,642,487 and 118,854,249 shares of common stock are issued and outstanding for accounting purposes, respectively.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

NET INCOME PER SHARE

12 Months Ended

Dec. 31, 2021

NET INCOME PER SHARE

NET INCOME PER SHARE

19.NET INCOME PER SHARE

Basic and diluted net income per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data):


	Year Ended December 31,
	2021		2020		2019
Numerator:
Net income attributable to common stockholders	$	(62,348)	$	15,983	$	7,457
Denominator:
Weighted-average common shares outstanding
Basic		110,644,366		101,606,966		95,032,265
Diluted		110,644,366		102,602,738		95,400,528
Net income per share attributable to common stockholders
Basic	$	(0.56)	$	0.16	$	0.08
Diluted	$	(0.56)	$	0.16	$	0.08

The following table includes the number of shares that may be dilutive common shares in the future that were not included in the computation of diluted net income per share because the effect was anti-dilutive:


	Year Ended December 31,
	2021	2020	2019
Restricted stock awards	5,909,089	22,524	97,718
Restricted stock units	106,917	—	—
Stock options	39	—	—

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2021

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

20.RELATED PARTY TRANSACTIONS

BrightAI Services

Starting in 2020, BrightAI rendered services to the Company , for which the cost was capitalized as internal-use software. A co-founder of BrightAI Services has served on the Company’s board of directors since December 9, 2020. During the years ended December 31, 2021 and 2020, the Company incurred $2.1 million and $0.5 million, respectively, associated with services performed by BrightAI, which is recorded as construction in progress within in property and equipment, net on the consolidated balance sheet as of December 31, 2021. As of December 31, 2021 and 2020, the Company had accounts payable - related party to BrightAI of $0.9 million and $0.5 million, respectively.

Expense Reimbursement and Management Fees

The Company had an expense reimbursement agreement (the “management fee arrangement”) with the Sponsor and Wynnchurch Capital, L.P. for ongoing consulting and advisory services. The management fee arrangement provided for the aggregate payment of up to $1.0 million each year for reimbursement of expenses incurred with services provided and, depending on the extent of services provided, management fees. The management fee arrangement terminated upon consummation of the Company’s initial public offering.

The Company entered into a Stockholders’ Agreement with the Sponsor and Wynnchurch Capital, L.P. on April 27, 2021. The Stockholders’ Agreement requires the Company to reimburse the Sponsor and Wynnchurch Capital, L.P. the reasonable out-of-pocket costs and expenses in connection with monitoring and overseeing their investment in the Company.

There were no management fees incurred by the Company during both the years ended December 31, 2021 and 2020. The Company reimbursed less than $0.1 million of out-of-pocket costs and expenses to the Sponsor and Wynnchurch Capital, L.P. during both the years ended December 31, 2021 and 2020. As of both December 31, 2021 and 2020, there were no outstanding amounts payable to the Sponsor and Wynnchurch Capital, L.P.

Operating Lease

In May 2019, in connection with the Narellan Acquisition, the Company assumed an operating lease for the manufacture, sale and storage of swimming pools and associated equipment with Acquigen Pty Ltd, which was owned by an individual employed by the Company. The lease expires in June 2028. The Company recognized $0.5 million, $0.4 million and $0.2 million of rent expense related to this lease during the years ended December 31, 2021, 2020 and 2019, respectively, which is recognized within selling, general and administrative expense on the consolidated statements of operations. As of December 31, 2021, the individual was no longer employed by the Company and, therefore, no longer considered a related party. Related party transactions disclosed herein that relate to the individual were recognized while the individual was an employee and considered a related party.

GEOGRAPHIC INFORMATION

12 Months Ended

Dec. 31, 2021

GEOGRAPHIC INFORMATION

GEOGRAPHIC INFORMATION

21.GEOGRAPHIC INFORMATION

Net sales by geography is based on the delivery address of the customer as specified in purchase order. Net sales by geographic area was as follows (in thousands):


	December 31,
	2021		2020		2019
Net sales
United States	$	491,870	$	325,716	$	257,786
Canada		98,662		50,499		43,157
Australia		25,216		20,181		12,126
New Zealand		8,055		3,984		2,432
Other		6,653		3,009		2,474
Total	$	630,456	$	403,389	$	317,975

Our long-lived assets by geographic area, which consist of property and equipment, net assets were as follows (in thousands):


	December 31,
	2021		2020
Long-lived assets
United States	$	52,695	$	37,680
Canada		4,607		3,050
Australia		4,444		4,979
New Zealand		1,760		1,648
Total	$	63,506	$	47,357

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY)

12 Months Ended

Dec. 31, 2021

CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY)

CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY)

22.CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY)

Latham Group, Inc.

(Parent Company Only)

CONDENSED BALANCE SHEETS

(in thousands, except share and per share data)


	December 31,
	2021		2020
Assets
Investment in subsidiary	$	353,645	$	281,609
Total assets	$	353,645	$	281,609
Liabilities and Stockholders’ Equity
Total liabilities	$	—	$	—
Stockholders’ Equity
Preferred stock, $0.0001 par value; 100,000,000 and no shares authorized as of December 31, 2021 and 2020, respectively; no shares issued and outstanding as of both December 31, 2021 and 2020		—		—
Common stock, $0.0001 par value; 900,000,000 and 500,000,000 shares authorized as of December 31, 2021 and 2020, respectively; 119,445,611 and 118,854,249 shares issued and outstanding as of December 31, 2021 and 2020, respectively		12		12
Additional paid-in capital		401,846		265,478
(Accumulated deficit) retained earnings		(48,583)		13,765
Accumulated other comprehensive income		370		2,354
Total stockholders’ equity		353,645		281,609
Total liabilities and stockholders’ equity	$	353,645	$	281,609

The accompanying notes are an integral part of these condensed financial statements.

Latham Group, Inc.

(Parent Company Only)

CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)


	Year Ended
	December 31,
	2021		2020		2019
Equity in net (loss) income of subsidiary	$	(62,348)	$	15,983	$	7,457
Net (loss) income attributable to common stockholders	$	(62,348)	$	15,983	$	7,457
Net (loss) income per share
Net (loss) income per share attributable to common stockholders – basic and diluted
Basic	$	(0.56)	$	0.16	$	0.08
Diluted	$	(0.56)	$	0.16	$	0.08
Weighted-average common shares outstanding – basic and diluted
Basic		110,644,366		101,606,966		95,032,265
Diluted		110,644,366		102,602,738		95,400,528

The accompanying notes are an integral part of these condensed financial statements.

Latham Group, Inc.

(Parent Company Only)

CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)


	Year Ended
	December 31,
	2021		2020		2019
Net (loss) income	$	(62,348)	$	15,983	$	7,457
Equity in other comprehensive (loss) income of subsidiary		(1,984)		2,825		(670)
Comprehensive (loss) income	$	(64,332)	$	18,808	$	6,787

The accompanying notes are an integral part of these condensed financial statements.

Latham Group, Inc.

(Parent Company Only)

CONDENSED STATEMENT OF CASH FLOWS

(in thousands)


	Year Ended
	December 31,
	2021		2020		2019
Cash flows from operating activities:
Net (loss) income	$	(62,348)	$	15,983	$	7,457
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Equity in net loss (income) of subsidiary		62,348		(15,983)		(7,457)
Net cash provided by operating activities		—		—		—
Cash flows from investing activities:
Investment in subsidiary		(117,626)		(65,553)		—
Net cash used in investing activities		(117,626)		(65,553)		—
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriting discounts, commissions and offering costs		399,264		—		—
Repurchase and retirement of treasury stock		(281,638)		—		—
Proceeds from issuance of common stock		—		65,553		—
Net cash provided by financing activities		117,626		65,553		—
Net increase in cash		—		—		—
Cash at beginning of period		—		—		—
Cash at end of period	$	—	$	—	$	—

The accompanying notes are an integral part of these condensed financial statements.

Notes to Condensed Financial Statements of Registrant (Parent Company Only)

1.Basis of Presentation

These condensed parent company-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X. Latham Group, Inc. has no material assets or standalone operations other than its ownership in its consolidated subsidiaries. Under the terms of the Credit Agreement entered into by the Latham Pool Products, a wholly owned subsidiary of LIMC, which itself is a wholly owned subsidiary of Latham Group, Inc., Latham Pool Products is restricted from making dividend payments, loans or advances to Latham Group, Inc., unless certain conditions are met. As of December 31, 2021 and 2020, substantially all of the consolidated net assets of Latham Pool Products are considered restricted net assets as defined in Rule 4-08(e)(3) of Regulation S-X.

Latham Group, Inc. is able to transfer assets from Latham Pool Products in order to pay certain tax liabilities.

These condensed parent company financial statements have been prepared using the same accounting principles and policies described in the notes to the condensed financial statements, with the only exception being that the parent company accounts for its subsidiary using the equity method.

2.Common Stock

On October 14, 2020 and October 20, 2020, existing shareholders purchased an aggregate of 21,666,653 shares of Latham Group, Inc.’s common stock for an aggregate of $64.9 million. In addition, during the year ended December 31, 2020, the Company issued 205,197 shares of common stock for an aggregate of $0.6 million.

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

23. SUBSEQUENT EVENTS

Secondary Offering

On January 11, 2022, the Company completed an offering of 13,800,000 shares of common stock, par value $0.0001 per share, including the exercise in full by the underwriters of their option to purchase up to 1,800,000 additional shares of common stock, at a public offering price of $19.50 per share. All of the net proceeds from this offering were used to purchase 13,800,000 shares of common stock from certain of our stockholders. In connection with the offering the Company incurred approximately $12.9 million in expenses, including underwriter fees.

Debt Refinancing

On February 23, 2022, Latham Pool Products entered into an agreement (the “New Credit Agreement”) with Barclays Bank PLC, which provides a senior secured multicurrency revolving line of credit (the “New Revolving Credit Facility”) in an initial principal amount of $75.0 million and a U.S. Dollar senior secured term loan facility (the “New Term Loan Facility”) in an initial principal amount of $325.0 million. On the closing date, proceeds under the agreement were used to repay and replace $294.0 million under, and terminate, the Credit Agreement and for general corporate purposes.

The New Revolving Credit Facility may be utilized to finance ongoing general corporate and working capital needs and permits Latham Pools Products to borrow loans in U.S. Dollars, Canadian Dollars, Euros and Australian Dollars. The New Revolving Credit Facility matures on February 23, 2027. Loans outstanding under the New Revolving Credit Facility denominated in U.S. Dollars and Canadian Dollars bear interest, at the borrower’s option, at a rate per annum based on Term SOFR or CDO (each, as defined in the New Credit Agreement), as applicable, plus a margin of 3.50%, or at a rate per annum based on the Base Rate or the Canadian Prime Rate (each, as defined in the New Credit Agreement), plus a margin of 2.50%. Loans outstanding under the New Revolving Credit Facility denominated in Euros or Australian Dollars bear interest based on EURIBOR or the AUD Rate (each, as defined in the New Credit Agreement), respectively, plus a margin of 3.50%. A commitment fee accrues on any unused portion of the commitments under the New Revolving Credit Facility. The commitment fee is due and payable quarterly in arrears and is, initially, 0.375% per annum and will, thereafter, accrue at a rate per annum ranging from 0.25% to 0.50%, depending on the First Lien Net Leverage Ratio. The New Revolving Credit Facility is not subject to amortization.

The New Term Loan Facility matures on February 23, 2029. Loans outstanding under the New Term Loan Facility bear interest, at the borrower’s option, at a rate per annum based on Term SOFR (as defined in the New Credit Agreement), plus a margin ranging from 3.75% to 4.00%, depending on the First Lien Net Leverage Ratio (as defined in the New Credit Agreement, the “First Lien Net Leverage Ratio”), or based on the Base Rate (as defined in the New Credit Agreement), plus a margin ranging from 2.75% to 3.00%, depending on the First Lien Net Leverage Ratio. Loans under the New Term Loan Facility are subject to scheduled quarterly amortization payments equal to 0.25% of the initial principal amount of the New Term Loan Facility. The Company also amended its interest rate swap to change the index rate from LIBOR to SOFR in connection with the New Credit Agreement.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

Seasonality

Revenue Recognition

The Company does not engage in contracts greater than one year, and therefore does not have any contract costs capitalized as of December 31, 2021, and 2020.

Warranties

Cost of Sales

Trade Receivables, Net

Concentration of Credit Risk

Fair Value Measurements

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.

Level 3 — Unobservable inputs that reflect the Company’s own assumptions incorporated into valuation techniques. These valuations require significant judgment.

Business Combinations

Equity Method Investments

Inventories, Net

Property and Equipment, Net


		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

Long-Lived Assets


		Estimated
Asset		Useful Life
Trade names and trademarks		9 – 25 years
Technology		15 years
Pool designs		14 – 15 years
Dealer relationships		5 – 13 years
Patented technology		5 – 10 years
Non-competition agreements		5 years
Franchise relationships		4 years
Backlog		10 months

Stock-Based Compensation

Foreign Currency Translation and Foreign Currency Transactions

Advertising Costs

Comprehensive Income (Loss)

Income tax (benefit) expense on the components of other comprehensive income (loss) was not significant for the years ended December 31, 2021, 2020 and 2019.

Earnings Per Share

Treasury Stock

Reclassifications

Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes.

Recently Issued Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of estimated useful lives of property, plant and equipment


		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

Schedule of weighted-average estimated useful lives of finite lived intangible assets


		Estimated
Asset		Useful Life
Trade names and trademarks		9 – 25 years
Technology		15 years
Pool designs		14 – 15 years
Dealer relationships		5 – 13 years
Patented technology		5 – 10 years
Non-competition agreements		5 years
Franchise relationships		4 years
Backlog		10 months

ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2021

Business Acquisition [Line Items]

Schedule of pro forma financial information


	Year Ended
	December 31,
(in thousands)	2021		2020		2019
Net sales	$	662,282	$	486,276	$	396,655
Net (loss) income	$	(50,441)	$	30,163	$	1,712

Narellan Group Pty Limited

Business Acquisition [Line Items]

Summary of purchase price allocation

The following summarizes the purchase price allocation for the Company’s acquisition of Narellan:


(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

Schedule of purchase price to specific intangible asset categories

The Company allocated a portion of the purchase price to specific intangible asset categories as follows:


	Fair Value		Amortization
Definite-lived intangible assets:	(in thousands)		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

Schedule of components total consideration

Total consideration was comprised of the following:


(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

Schedule of net sales and net loss from acquiree included in the Company's results from the Acquisition Date

The following are the net sales and net loss from Narellan included in the Company’s results from the Acquisition Date through December 31, 2019:


(in thousands)	Amount
Net sales	$	15,893
Net loss	$	(1,047)

GL International, LLC

Business Acquisition [Line Items]

Summary of purchase price allocation

The following summarizes the purchase price allocation for the Company’s acquisition of GLI:


(in thousands)	October 22, 2020
Total consideration	$	79,743
Allocation of purchase price:
Cash		5,007
Trade receivables		10,639
Inventories		11,854
Prepaid expenses and other current assets		3,949
Property and equipment		1,402
Intangible assets		46,700
Total assets acquired		79,551
Accounts payable		3,536
Accrued expenses and other current liabilities		8,853
Other long-term liabilities		524
Total liabilities assumed		12,913
Total fair value of net assets acquired, excluding goodwill		66,638
Goodwill	$	13,105

Schedule of purchase price to specific intangible asset categories

The Company allocated a portion of the purchase price to specific intangible asset categories as follows:


	Fair Value		Amortization
Definite-lived intangible assets:	(in thousands)		Period (in years)
Trade names	$	9,500	9
Dealer relationships		37,200	8
	$	46,700

Schedule of net sales and net loss from acquiree included in the Company's results from the Acquisition Date

The following are the net sales and net loss from GLI included in the Company’s results from the GLI Acquisition Date through December 31, 2020:


	Year Ended
(in thousands)	December 31, 2020
Net sales	$	7,689
Net loss	$	(1,123)

Trojan Leisure Products, LLC d/b/a Radiant Pools

Business Acquisition [Line Items]

Summary of purchase price allocation

The following summarizes the purchase price allocation for the Company’s acquisition of Radiant:


(in thousands)	November 24, 2021
Total consideration	$	90,725
Allocation of purchase price:
Cash		217
Trade receivables		2,805
Inventories		5,528
Prepaid expenses and other current assets		396
Property and equipment		1,263
Intangible assets		72,500
Total assets acquired		82,709
Accounts payable		1,744
Accrued expenses and other current liabilities		1,038
Deferred income tax liabilities		2,920
Total liabilities assumed		5,702
Total fair value of net assets acquired, excluding goodwill		77,007
Goodwill	$	13,718

Schedule of purchase price to specific intangible asset categories

The Company allocated a portion of the purchase price to specific intangible asset categories as follows:


	Fair Value		Amortization
Definite-lived intangible assets:	(in thousands)		Period
Dealer relationships	$	37,000	13 years
Trade names		13,000	25 years
Technology		13,000	15 years
Pool designs		7,900	15 years
Backlog		1,600	10 months
	$	72,500

Schedule of net sales and net loss from acquiree included in the Company's results from the Acquisition Date

The following are the net sales and net income from Radiant included in the Company’s results from the Radiant Acquisition Date through December 31, 2021:


	Year Ended
(in thousands)	December 31, 2021
Net sales	$	2,211
Net income	$	3

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2021

Term loan

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Schedule of financial liabilities at fair value on a recurring basis


	December 31,
	2021				2020
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
Term loan	$	280,408	$	281,926	$	221,496	$	221,081

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2021

GOODWILL AND INTANGIBLE ASSETS, NET

Schedule of changes in the carrying value of goodwill

The following table presents the changes in the carrying value of goodwill during the years ended December 31, 2021, 2020 and 2019 (in thousands):


	Amount
Balance as of December 31, 2019	$	101,672
Acquisition of GLI		13,105
Foreign currency translation adjustment		973
Balance as of December 31, 2020		115,750
Acquisition of Radiant		13,718
Foreign currency translation adjustment		(597)
Balance as of December 31, 2021	$	128,871

Schedule of Intangible assets

Intangible assets, net as of December 31, 2021 consisted of the following (in thousands):


	December 31, 2021
	Gross		Foreign
	Carrying		Currency		Accumulated		Net
	Amount		Translation		Amortization		Amount
Trade names and trademarks	$	148,100	$	439	$	16,382	$	132,157
Patented technology		16,126		65		5,205		10,986
Technology		13,000		—		72		12,928
Pool designs		13,628		265		1,101		12,792
Franchise relationships		1,187		54		767		474
Dealer relationships		197,376		22		30,838		166,560
Backlog		1,600		—		160		1,440
Non-competition agreements		2,476		—		1,503		973
	$	393,493	$	845	$	56,028	$	338,310

Intangible assets, net as of December 31, 2020 consisted of the following (in thousands):


	December 31, 2020
	Gross		Foreign
	Carrying		Currency		Accumulated		Net
	Amount		Translation		Amortization		Amount
Trade names and trademarks	$	135,100	$	1,047	$	10,258	$	125,889
Patented technology		16,126		155		3,452		12,829
Pool designs		5,728		629		648		5,709
Franchise relationships		1,187		130		470		847
Dealer relationships		160,376		52		17,697		142,731
Non-competition agreements		2,476		—		1,008		1,468
	$	320,993	$	2,013	$	33,533	$	289,473

Schedule of estimated amortization expense related to definite-lived intangible assets

The Company estimates that amortization expense related to definite-lived intangible assets will be as follows in each of the next five years and thereafter (in thousands):


	Estimated Future
	Amortization
Year Ended	Expense
2022	$	28,158
2023		26,527
2024		25,707
2025		25,550
2026		25,550
Thereafter		206,818
	$	338,310

INVENTORIES, NET (Tables)

12 Months Ended

Dec. 31, 2021

INVENTORIES, NET

Schedule of inventories, net

Inventories, net consisted of the following (in thousands):


	December 31,
	2021		2020
Raw materials	$	77,510	$	37,010
Finished goods		32,046		27,808
	$	109,556	$	64,818

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2021

PROPERTY AND EQUIPMENT, NET

Schedule of Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):


	December 31,
	2021		2020
Land	$	1,744	$	1,613
Building and improvements		7,369		5,898
Machinery and equipment		27,910		21,478
Furniture and fixtures		1,470		1,406
Computer equipment and software		7,011		6,633
Molds and dyes		13,365		9,051
Leasehold improvements		4,560		3,573
Vehicles		4,363		3,061
Construction in progress		18,677		8,525
		86,469		61,238
Less: Accumulated depreciation		(22,963)		(13,881)
	$	63,506	$	47,357

LONG-TERM DEBT (Tables)

12 Months Ended

Dec. 31, 2021

LONG-TERM DEBT

Components of the Company's outstanding debt obligations

The components of the Company’s outstanding debt obligations consisted of the following (in thousands):


	December 31,
	2021		2020
Term loan	$	284,009	$	228,147
Less: Unamortized discount and debt issuance costs		(3,601)		(6,651)
Total debt		280,408		221,496
Less: Current portion of long-term debt		(17,220)		(13,042)
Total long-term debt	$	263,188	$	208,454

Schedule of mandatory prepayments based on Company's excess cash flow for the year


	Mandatory
	Prepayment
Net Leverage Ratio	Percentage
> 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	%

Principal payments due on the outstanding debt

Principal payments due on the outstanding debt in the next five fiscal years, excluding any potential payments based on excess cash flow levels, are as follows (in thousands):


	Term Loan
Year Ended	Facility
2022	$	17,220
2023		17,220
2024		17,220
2025		232,349
	$	284,009

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69B
-URI http://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69E
-URI http://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644

+ Details

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2021

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES...

Schedule of accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	December 31,
	2021		2020
Accrued sales rebates	$	20,300	$	15,511
Accrued product warranties		4,717		2,705
Accrued incentives		9,205		11,244
Accrued vacation		2,773		3,805
Accrued payroll		6,107		6,098
Deferred offering costs		—		1,040
Accrued third-party services		1,458		2,172
Income taxes payable		587		—
Deferred revenue		5,927		4,530
Other		8,023		6,373
Total accrued expenses and other current liabilities	$	59,097	$	53,478

PRODUCT WARRANTIES (Tables)

12 Months Ended

Dec. 31, 2021

PRODUCT WARRANTIES

Warranty reserve activity

The warranty reserve activity consisted of the following (in thousands):


	Year Ended
	December 31,
	2021		2020		2019
Balance at the beginning of the year	$	2,882	$	2,846	$	1,977
Accruals for warranties issued		8,824		3,966		3,729
Warranty liabilities assumed in GLI Acquisition		—		118		—
Warranty liabilities assumed in Radiant Acquisition		50		—		—
Less: Settlements made (in cash or in kind)		(6,847)		(4,048)		(2,860)
Balance at the end of the year	$	4,909	$	2,882	$	2,846

NET SALES (Tables)

12 Months Ended

Dec. 31, 2021

NET SALES.

Summary of disaggregation of net sales by product line

The following table sets forth the Company’s disaggregation of net sales by product line (in thousands):


	Year Ended
	December 31,
	2021		2020		2019
In-ground Swimming Pools	$	368,465	$	237,410	$	175,033
Covers		132,126		84,524		70,984
Liners		129,865		81,455		71,958
	$	630,456	$	403,389	$	317,975

Schedule for allowance of bad debt activity

The allowance for bad debt activity during the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands):


	Year Ended
	December 31,
	2021		2020		2019
Balance at the beginning of the year	$	1,438	$	1,322	$	1,535
Bad debt expense		979		358		253
Write-offs		(24)		(242)		(466)
Balance at the end of the year	$	2,393	$	1,438	$	1,322

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2021

INCOME TAXES

Schedule of domestic and foreign components of its income (loss) before income taxes


	Year Ended
	December 31,
	2021		2020		2019
(Loss) income before income taxes:
Domestic	$	(68,261)	$	19,609	$	9,939
Foreign		14,731		3,150		(7,153)
Total	$	(53,530)	$	22,759	$	2,786

Schedule of current and deferred income tax (benefit) expense

Current and deferred income tax expense (benefit) is composed of the following (in thousands):


	Year Ended
	December 31,
	2021		2020		2019
Current income tax expense (benefit):
Domestic	$	19,855	$	10,342	$	5,424
Foreign		991		1,104		131
Total current tax (benefit) expense		20,846		11,446		5,555
Deferred income tax (benefit) expense:
Domestic		(1,912)		(4,532)		(10,020)
Foreign		(10,116)		(138)		(206)
Total deferred tax (benefit) expense		(12,028)		(4,670)		(10,226)
Total income tax (benefit) expense	$	8,818	$	6,776	$	(4,671)

Schedule of reconciliation of statutory federal income tax rate with Company's effective income tax rate

The reconciliation of the statutory federal income tax rate with the Company’s effective income tax rate is as follows (% of Income (Loss) Before Income Taxes):


	Year Ended		Year Ended		Year Ended
	December 31, 2021		December 31, 2020		December 31, 2019
Federal statutory tax rate	21.0	%	21.0	%	21.0	%
Foreign rate differential	(1.4)	%	1.2	%	1.1	%
State income tax, net of federal benefit	(3.3)	%	1.4	%	(67.2)	%
Uncertain tax positions	(0.3)	%	0.8	%	348.2	%
Change in valuation allowance	23.8	%	(1.1)	%	(5.9)	%
GILTI	0.8	%	1.5	%	21.1	%
Meals and entertainment	(0.2)	%	0.5	%	6.8	%
Foreign expenses not deductible for tax	(0.8)	%	1.7	%	56.1	%
Transaction costs not deductible for tax	(0.2)	%	2.0	%	13.3	%
Nondeductible stock compensation	(48.0)	%	—	%	—	%
Canadian restructuring	—	%	—	%	(562.4)	%
Canadian branch income	(9.1)	%	1.8	%	0.0	%
Other permanent items	1.2	%	(1.0)	%	(0.1)	%
	(16.5)	%	29.8	%	(168.0)	%

Schedule of changes in valuation allowance

The following table summarizes changes in the valuation allowance (in thousands):


	Year Ended
	December 31,
	2021		2020		2019
Balance at January 1	$	(12,704)	$	(12,463)	$	(12,300)
Additions		—		(241)		(163)
Deductions		12,704		—		—
Balance at December 31	$	—	$	(12,704)	$	(12,463)

Schedule of deferred income tax assets and liabilities

Deferred income tax assets and liabilities recorded on the balance sheets as of December 31, 2021 and 2020 consist of the following (in thousands):


	December 31,
	2021		2020
Deferred tax assets:
Net operating loss carryforwards	$	9,885	$	12,099
Inventories, net		1,267		473
Warranty reserve		1,041		789
Trade receivables		483		360
Profits interest units		1,778		760
Accrued expenses		539		1,010
Transaction costs		1,211		607
Future branch taxes		(2,462)		—
Other		719		216
Gross deferred tax assets		14,461		16,314
Valuation allowance		—		(12,704)
Total deferred tax asset		14,461		3,610
Less: Foreign deferred tax benefit		(10,603)		(345)
Total domestic deferred tax asset		3,858		3,265
Deferred tax liabilities:
Intangible assets		(50,298)		(53,874)
Property and equipment, net		(5,788)		(4,120)
Prepaid expenses and other		(1,201)		(464)
Investments in partnerships		(2,914)		—
Total deferred tax liabilities		(60,201)		(58,458)
Net deferred tax liabilities	$	(56,343)	$	(55,193)

Schedule of reconciliation of beginning and ending amount of uncertain tax positions

The following is a reconciliation of the beginning and ending amount of uncertain tax positions (in thousands):


	Year Ended
	December 31,
	2021		2020
Balance at the beginning of the year	$	9,862	$	9,681
Additions for tax positions taken during prior years		149		181
Additions for tax positions taken during the current year		—		—
Balance at the end of the year	$	10,011	$	9,862

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2021

COMMITMENTS AND CONTINGENCIES

Summary of minimum annual rental commitments under non-cancelable operating leases

The minimum annual rental commitments under non-cancelable operating leases as of December 31, 2021 are due as follows (in thousands):



	Year Ended
2022	$	8,094
2023		6,278
2024		5,674
2025		4,726
2026		3,479
Thereafter		6,854
	$	35,105

PROFITS INTEREST UNITS (Tables)

12 Months Ended

Dec. 31, 2021

STOCK-BASED COMPENSATION.

Schedule of activity of all PIUs


		Weighted-Average
		Grant-Date
	Number of PIUs	Fair Value
Balance at January 1, 2019	20,890,124	$	0.41
Granted	3,692,699	$	0.38
Forfeited	(2,848,653)	$	0.41
Balance at December 31, 2019	21,734,170
Granted	7,843,107	$	0.60
Forfeited	(2,152,315)	$	0.35
Balance at December 31, 2020	27,424,962	$	0.43
Forfeited	(1,266,068)	$	0.34
Converted at IPO in connection with the Reorganization	(26,158,894)	$	0.43
Balance at December 31, 2021	—	$	—

Schedule of assumptions in conjunction with the Contingent Claims Analysis Model to estimate the fair value of the PIUs

The Company used the following assumptions in conjunction with the Contingent Claims Analysis Model to estimate the fair value of the PIUs:


	Year Ended		Year Ended
	December 31, 2020		December 31, 2019
Expected volatility	55.00	%	49.00	%
Risk-free interest rate	0.20	%	1.90	%
Expected term (in years)	3.2		4.6
Expected dividend yield	—	%	—	%

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2021

STOCK-BASED COMPENSATION.

Schedule of assumptions used to determine the fair value of option awards granted

The following table sets forth the significant assumptions used in the Black-Scholes option-pricing model on a weighted-average basis to determine the fair value of option awards granted:


	Year Ended
	December 31, 2021
Risk-free interest rate	0.64	%
Expected volatility	38.19	%
Expected term (in years)	6.25
Expected dividend yield	0.00	%

Schedule of restricted stock awards

The following table represents the Company’s restricted stock awards activity during the year ended December 31, 2021:


		Weighted-
		Average Grant-
	Shares	Date Fair Value
Outstanding at January 1, 2021	—	$	—
Granted	8,340,126		19.00
Vested	(1,522,026)		—
Forfeited	(1,014,976)		19.00
Outstanding at December 31, 2021	5,803,124	$	19.00

Schedule of restricted stock units

The following table represents the Company’s restricted stock units activity during the year ended December 31, 2021:


		Weighted-
		Average Grant-
	Shares	Date Fair Value
Outstanding at January 1, 2021	—	$	—
Granted	346,674		19.07
Vested	(51,316)		19.00
Forfeited	(16,767)		19.00
Outstanding at December 31, 2021	278,591	$	19.08

Schedule of stock option activity

The following table represents the Company’s stock option activity during the year ended December 31, 2021:


			Weighted-	Weighted-
			Average	Average
		Exercise Price		Remaining	Aggregate
	Shares	per Share		Contract Term	Intrinsic Value
				(in years)	(in thousands)
Outstanding on January 1, 2021	—	$	—	—	$	—
Granted	903,978		19.08
Exercised	—
Forfeited	(81,092)
Outstanding at December 31, 2021	822,886	$	19.08	9.32	$	4,893
Vested and expected to vest at December 31, 2021	822,886	$	19.08	9.32	$	4,893
Options exercisable at December 31, 2021	—		—	—		—

NET INCOME PER SHARE (Tables)

12 Months Ended

Dec. 31, 2021

NET INCOME PER SHARE

Schedule of basic and diluted earnings (loss) per share

Basic and diluted net income per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data):


	Year Ended December 31,
	2021		2020		2019
Numerator:
Net income attributable to common stockholders	$	(62,348)	$	15,983	$	7,457
Denominator:
Weighted-average common shares outstanding
Basic		110,644,366		101,606,966		95,032,265
Diluted		110,644,366		102,602,738		95,400,528
Net income per share attributable to common stockholders
Basic	$	(0.56)	$	0.16	$	0.08
Diluted	$	(0.56)	$	0.16	$	0.08

Schedule of antidilutive securities excluded from computation of dilutive net income per share


	Year Ended December 31,
	2021	2020	2019
Restricted stock awards	5,909,089	22,524	97,718
Restricted stock units	106,917	—	—
Stock options	39	—	—

GEOGRAPHIC INFORMATION (Tables)

12 Months Ended

Dec. 31, 2021

GEOGRAPHIC INFORMATION

Schedule of Net sales by geography

Net sales by geography is based on the delivery address of the customer as specified in purchase order. Net sales by geographic area was as follows (in thousands):


	December 31,
	2021		2020		2019
Net sales
United States	$	491,870	$	325,716	$	257,786
Canada		98,662		50,499		43,157
Australia		25,216		20,181		12,126
New Zealand		8,055		3,984		2,432
Other		6,653		3,009		2,474
Total	$	630,456	$	403,389	$	317,975

Schedule of Long-lived assets by geographic area

Our long-lived assets by geographic area, which consist of property and equipment, net assets were as follows (in thousands):


	December 31,
	2021		2020
Long-lived assets
United States	$	52,695	$	37,680
Canada		4,607		3,050
Australia		4,444		4,979
New Zealand		1,760		1,648
Total	$	63,506	$	47,357

CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY) (Tables)

12 Months Ended

Dec. 31, 2021

CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY)

Schedule of condensed balance sheets

Latham Group, Inc.

(Parent Company Only)

CONDENSED BALANCE SHEETS

(in thousands, except share and per share data)


	December 31,
	2021		2020
Assets
Investment in subsidiary	$	353,645	$	281,609
Total assets	$	353,645	$	281,609
Liabilities and Stockholders’ Equity
Total liabilities	$	—	$	—
Stockholders’ Equity
Preferred stock, $0.0001 par value; 100,000,000 and no shares authorized as of December 31, 2021 and 2020, respectively; no shares issued and outstanding as of both December 31, 2021 and 2020		—		—
Common stock, $0.0001 par value; 900,000,000 and 500,000,000 shares authorized as of December 31, 2021 and 2020, respectively; 119,445,611 and 118,854,249 shares issued and outstanding as of December 31, 2021 and 2020, respectively		12		12
Additional paid-in capital		401,846		265,478
(Accumulated deficit) retained earnings		(48,583)		13,765
Accumulated other comprehensive income		370		2,354
Total stockholders’ equity		353,645		281,609
Total liabilities and stockholders’ equity	$	353,645	$	281,609

Schedule of condensed statements of operations

Latham Group, Inc.

(Parent Company Only)

CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)


	Year Ended
	December 31,
	2021		2020		2019
Equity in net (loss) income of subsidiary	$	(62,348)	$	15,983	$	7,457
Net (loss) income attributable to common stockholders	$	(62,348)	$	15,983	$	7,457
Net (loss) income per share
Net (loss) income per share attributable to common stockholders – basic and diluted
Basic	$	(0.56)	$	0.16	$	0.08
Diluted	$	(0.56)	$	0.16	$	0.08
Weighted-average common shares outstanding – basic and diluted
Basic		110,644,366		101,606,966		95,032,265
Diluted		110,644,366		102,602,738		95,400,528

Schedule of condensed statements of comprehensive income

Latham Group, Inc.

(Parent Company Only)

CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)


	Year Ended
	December 31,
	2021		2020		2019
Net (loss) income	$	(62,348)	$	15,983	$	7,457
Equity in other comprehensive (loss) income of subsidiary		(1,984)		2,825		(670)
Comprehensive (loss) income	$	(64,332)	$	18,808	$	6,787

Schedule of condensed statements of cash flows

Latham Group, Inc.

(Parent Company Only)

CONDENSED STATEMENT OF CASH FLOWS

(in thousands)


	Year Ended
	December 31,
	2021		2020		2019
Cash flows from operating activities:
Net (loss) income	$	(62,348)	$	15,983	$	7,457
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Equity in net loss (income) of subsidiary		62,348		(15,983)		(7,457)
Net cash provided by operating activities		—		—		—
Cash flows from investing activities:
Investment in subsidiary		(117,626)		(65,553)		—
Net cash used in investing activities		(117,626)		(65,553)		—
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriting discounts, commissions and offering costs		399,264		—		—
Repurchase and retirement of treasury stock		(281,638)		—		—
Proceeds from issuance of common stock		—		65,553		—
Net cash provided by financing activities		117,626		65,553		—
Net increase in cash		—		—		—
Cash at beginning of period		—		—		—
Cash at end of period	$	—	$	—	$	—

NATURE OF THE BUSINESS - (Details) $ / shares in Units, $ in Millions				12 Months Ended
	Apr. 27, 2021 USD ($) shares	Apr. 13, 2021 $ / shares shares	Oct. 20, 2020 shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2021 $ / shares shares	Apr. 22, 2021 $ / shares shares
Business Acquisition [Line Items]
Common stock, shares authorized		500,000,000		500,000,000	900,000,000	900,000,000
Common stock, par value \| $ / shares		$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Stock split ratio		109,673.709
Proceeds from issuance of common stock (in shares)			21,666,653	205,197
IPO
Business Acquisition [Line Items]
Proceeds from issuance of common stock (in shares)	23,000,000
Net proceeds from the IPO \| $	$ 399.3
Underwriters Option
Business Acquisition [Line Items]
Proceeds from issuance of common stock (in shares)	3,000,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jan. 01, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net decrease to retained earnings (accumulated deficit)	$ (48,583)	$ 13,765
Increase to accrued expenses	$ 59,097	$ 53,478
Product warranty term	5 years
ASC 606 \| Initial application cumulative effect
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net decrease to retained earnings (accumulated deficit)			$ 1,700
Reduction to prepaid expenses			1,200
Increase to accrued expenses			$ 500

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Trade Receivables, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allowance for bad debt	$ 2,393	$ 1,438	$ 1,322	$ 1,535

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) customer	Dec. 31, 2020 USD ($) customer	Dec. 31, 2019 customer
Concentration Risk [Line Items]
Number of largest customers \| customer	1	1	1
Trade receivables	$ 60,753	$ 32,758
Net sales \| Customer concentration \| Customer one
Concentration Risk [Line Items]
Concentration risk percentage	25.00%	22.30%	25.70%
Trade receivables	$ 10,700	$ 5,400

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventories, Net (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reserves for estimated slow moving products or obsolescence	$ 2.7	$ 1.8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, Net (Details)	12 Months Ended
	Dec. 31, 2021
Building and improvements
Property, Plant and Equipment [Line Items]
Estimated useful life	25 years
Molds and dyes \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Molds and dyes \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Machinery and equipment (including computer equipment and software) \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Machinery and equipment (including computer equipment and software) \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Vehicles
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Software
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Long-Lived Assets (Details)	12 Months Ended
	Dec. 31, 2021
Technology
Finite-Lived Intangible Assets [Line Items]
Weighted-average estimated useful lives (in years)	15 years
Non-competition agreements
Finite-Lived Intangible Assets [Line Items]
Weighted-average estimated useful lives (in years)	5 years
Franchise relationships
Finite-Lived Intangible Assets [Line Items]
Weighted-average estimated useful lives (in years)	4 years
Backlog
Finite-Lived Intangible Assets [Line Items]
Weighted-average estimated useful lives (in years)	10 months
Maximum \| Trade names and trademarks
Finite-Lived Intangible Assets [Line Items]
Weighted-average estimated useful lives (in years)	25 years
Maximum \| Pool designs
Finite-Lived Intangible Assets [Line Items]
Weighted-average estimated useful lives (in years)	15 years
Maximum \| Dealer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted-average estimated useful lives (in years)	13 years
Maximum \| Patented technology
Finite-Lived Intangible Assets [Line Items]
Weighted-average estimated useful lives (in years)	10 years
Minimum \| Trade names and trademarks
Finite-Lived Intangible Assets [Line Items]
Weighted-average estimated useful lives (in years)	9 years
Minimum \| Pool designs
Finite-Lived Intangible Assets [Line Items]
Weighted-average estimated useful lives (in years)	14 years
Minimum \| Dealer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted-average estimated useful lives (in years)	5 years
Minimum \| Patented technology
Finite-Lived Intangible Assets [Line Items]
Weighted-average estimated useful lives (in years)	5 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill, Deferred Offering Costs, Segment Reporting, Income Taxes (Details)	1 Months Ended	12 Months Ended
	Nov. 30, 2020 item	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($) item
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of reporting units \| item	1		2
Number of operating segments \| segment		1
Number of reportable segments \| segment		1
Accrued interest on unrecognized tax benefits		$ 300,000	$ 200,000
Accrued penalties on unrecognized tax benefits		0	$ 0
Impairment		$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock-Based Compensation, Pension and Other Postretirement Plans, Advertising , Earnings Per Share (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Total advertising costs	$ 7.6	$ 5.9	$ 3.8

ACQUISITIONS (Details) - USD ($) $ in Thousands					12 Months Ended
ACQUISITIONS (Details) - USD ($) $ in Thousands	Nov. 24, 2021	Oct. 22, 2020	Sep. 25, 2020	May 31, 2019	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Total purchase price, net of cash acquired					$ 90,508	$ 74,736	$ 20,214
Net working capital adjustment receivable						750
Proceeds from long term debt used to pay Acquisition consideration					222,813	20,000	22,310
Fair value of the Class A units issued in settlement of contingent consideration						2,208	7,567
Goodwill					128,871	115,750	101,672
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Goodwill					$ 128,871	115,750	$ 101,672
Narellan Group Pty Limited
Business Acquisition [Line Items]
Total purchase price				$ 35,233
Business acquisition, cash consideration				20,238
Business Acquisition, Transaction Costs				1,100
Business acquisition, contingent consideration						$ 7,400
Business acquisition, equity consideration				7,567
Proceeds from long term debt used to pay Acquisition consideration				22,300
Long-Term Debt, Discount				700
Contingent Consideration settled through a cash payment			$ 6,600
Contingent Consideration settled through Class A units as equity consideration			758,697
Contractual value of shares issued to settle contingent consideration			$ 2,200
Fair value of the Class A units issued in settlement of contingent consideration			2,800
Stock-based compensation expense arising in contingent consideration settlement			$ 600
Goodwill				9,788
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Total consideration				35,233
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
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets				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
Trojan Leisure Products, LLC d/b/a Radiant Pools
Business Acquisition [Line Items]
Total purchase price	$ 90,700
Total purchase price, net of cash acquired	90,500
Cash acquired	200
Business Acquisition, Transaction Costs	2,900
Proceeds from long term debt used to pay Acquisition consideration	50,000
Goodwill	13,718
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Total consideration	90,725
Cash	217
Trade receivables	2,805
Inventories	5,528
Prepaid expenses and other current assets	396
Property and equipment	1,263
Intangible assets	72,500
Total assets acquired	82,709
Accounts payable	1,744
Accrued expenses and other current liabilities	1,038
Deferred tax liabilities	2,920
Total liabilities assumed	5,702
Total fair value of net assets acquired, excluding goodwill:	77,007
Goodwill	$ 13,718
GL International, LLC
Business Acquisition [Line Items]
Total purchase price		$ 79,700
Total purchase price, net of cash acquired		74,700
Cash acquired		5,000
Net working capital adjustment receivable		800
Business Acquisition, Transaction Costs		2,400
Goodwill		13,105
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Total consideration		79,743
Cash		5,007
Trade receivables		10,639
Inventories		11,854
Prepaid expenses and other current assets		3,949
Property and equipment		1,402
Intangible assets		46,700
Total assets acquired		79,551
Accounts payable		3,536
Accrued expenses and other current liabilities		8,853
Other long-term liabilities		524
Total liabilities assumed		12,913
Total fair value of net assets acquired, excluding goodwill:		66,638
Goodwill		$ 13,105

ACQUISITIONS - Financial Information (Details) - USD ($) $ in Thousands				12 Months Ended
	Nov. 24, 2021	Oct. 22, 2020	May 31, 2019	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition, Pro Forma Information [Abstract]
Net sales				$ 662,282	$ 486,276	$ 396,655
Net income (loss)				(50,441)	30,163	1,712
Narellan Group Pty Limited
Business Acquisition, Pro Forma Information [Abstract]
Net sales						15,893
Net income (loss)						$ (1,047)
GL International, LLC
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value		$ 46,700
Business Acquisition, Pro Forma Information [Abstract]
Net sales					7,689
Net income (loss)					$ (1,123)
Trojan Leisure Products, LLC d/b/a Radiant Pools
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 72,500
Business Acquisition, Pro Forma Information [Abstract]
Net sales				2,211
Net income (loss)				$ 3
Trade names \| GL International, LLC
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value		$ 9,500
Amortization Period		9 years
Trade names \| Trojan Leisure Products, LLC d/b/a Radiant Pools
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 13,000
Amortization Period	25 years
Trade names and trademarks \| Narellan Group Pty Limited
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value			$ 9,535
Amortization Period			25 years
Pool designs \| Narellan Group Pty Limited
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value			$ 5,728
Amortization Period			14 years
Pool designs \| Trojan Leisure Products, LLC d/b/a Radiant Pools
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 7,900
Amortization Period	15 years
Patented technology \| Narellan Group Pty Limited
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value			$ 1,410
Amortization Period			5 years
Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization Period				15 years
Technology \| Trojan Leisure Products, LLC d/b/a Radiant Pools
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 13,000
Amortization Period	15 years
Franchise relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization Period				4 years
Franchise relationships \| Narellan Group Pty Limited
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value			$ 1,187
Amortization Period			4 years
Backlog
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization Period				10 months
Backlog \| Trojan Leisure Products, LLC d/b/a Radiant Pools
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 1,600
Amortization Period	10 months
Dealer relationships \| Narellan Group Pty Limited
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value			$ 472
Amortization Period			5 years
Dealer relationships \| GL International, LLC
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value		$ 37,200
Amortization Period		8 years
Dealer relationships \| Trojan Leisure Products, LLC d/b/a Radiant Pools
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 37,000
Amortization Period	13 years

ACQUISITIONS - Consideration (Details) - USD ($) $ in Thousands	Nov. 24, 2021	Oct. 22, 2020	May 31, 2019
Narellan Group Pty Limited
Business Combination, Consideration Transferred [Abstract]
Cash consideration			$ 20,238
Fair value of equity consideration			7,567
Fair value of contingent consideration as of the acquisition date			7,428
Total consideration			$ 35,233
GL International, LLC
Business Combination, Consideration Transferred [Abstract]
Total consideration		$ 79,700
Trojan Leisure Products, LLC d/b/a Radiant Pools
Business Combination, Consideration Transferred [Abstract]
Total consideration	$ 90,700

EQUITY METHOD INVESTMENT (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
EQUITY METHOD INVESTMENT (Details) - USD ($) $ in Thousands	Oct. 30, 2020	Oct. 02, 2021	Dec. 31, 2021	Dec. 31, 2020	Aug. 06, 2021
Schedule of Equity Method Investments [Line Items]
Ownership percentage			20.10%
Consideration paid				$ 25,384
Term of the supply agreement			3 months
Proceeds from the sale of portion of equity method investment			$ 6,796
Equity Method Investments			23,362	$ 25,384
Return of equity method investment			1,800
Earnings from equity method investment			(2,222)
Distributions received from equity method investment			$ 1,808
Premier Group Holdings Inc. Member
Schedule of Equity Method Investments [Line Items]
Ownership percentage					0.298%
Premier Pools & Spas
Schedule of Equity Method Investments [Line Items]
Ownership percentage	28.00%		20.10%
Consideration paid	$ 25,400
Term of the supply agreement			10 years
Period defined in agreement for calculating percentage of rebates			3 years
Proceeds from the sale of portion of equity method investment		$ 6,800
Gain on Sale of Investments		$ 3,900
Equity Method Investments			$ 23,400
Return of equity method investment			400
Earnings from equity method investment			2,200
Equity Method Investments Basis Difference Adjustment			300
Distributions received from equity method investment			$ 2,200

FAIR VALUE MEASUREMENTS - Reconciliation of the Company's Contingent Consideration (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
FAIR VALUE MEASUREMENTS
Change in fair value of Contingent Consideration	$ (204)	$ 1,441

FAIR VALUE MEASUREMENTS - Fair value of financial instruments (Details) - Level 2 - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	$ 500	$ 300
Term loan \| Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amount	280,408	221,496
Term loan \| Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amount	$ 281,926	$ 221,081

GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
GOODWILL AND INTANGIBLE ASSETS, NET
Beginning balance	$ 115,750	$ 101,672
Acquisition	13,718	13,105
Foreign currency translation adjustment	(597)	973
Ending balance	$ 128,871	$ 115,750

GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 393,493	$ 320,993
Foreign Currency Translation	845	2,013
Accumulated Amortization	56,028	33,533
Net Amount	338,310	289,473
Amortization of Intangible Assets	22,566	17,347	$ 15,643
Trade names and trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	148,100	135,100
Foreign Currency Translation	439	1,047
Accumulated Amortization	16,382	10,258
Net Amount	132,157	125,889
Patented technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	16,126	16,126
Foreign Currency Translation	65	155
Accumulated Amortization	5,205	3,452
Net Amount	10,986	12,829
Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	13,000
Accumulated Amortization	72
Net Amount	12,928
Pool designs
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	13,628	5,728
Foreign Currency Translation	265	629
Accumulated Amortization	1,101	648
Net Amount	12,792	5,709
Franchise relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,187	1,187
Foreign Currency Translation	54	130
Accumulated Amortization	767	470
Net Amount	474	847
Backlog
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,600
Accumulated Amortization	160
Net Amount	1,440
Dealer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	197,376	160,376
Foreign Currency Translation	22	52
Accumulated Amortization	30,838	17,697
Net Amount	166,560	142,731
Non-competition agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,476	2,476
Accumulated Amortization	1,503	1,008
Net Amount	$ 973	$ 1,468

GOODWILL AND INTANGIBLE ASSETS, NET - Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2022	$ 28,158
2023	26,527
2024	25,707
2025	25,550
2026	25,550
Thereafter	206,818
Total	$ 338,310	$ 289,473

INVENTORIES, NET (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
INVENTORIES, NET
Raw materials	$ 77,510	$ 37,010
Finished goods	32,046	27,808
Inventory, Net, Total	$ 109,556	$ 64,818

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 86,469	$ 61,238
Less: Accumulated depreciation	(22,963)	(13,881)
Property and equipment, net	63,506	47,357
Depreciation and amortization expense	9,700	8,000	$ 6,000
Loss on sales and disposal of Property and Equipment	300	300	$ 700
Land
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	1,744	1,613
Building and improvements
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	7,369	5,898
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	27,910	21,478
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	1,470	1,406
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	7,011	6,633
Molds and dyes
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	13,365	9,051
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	4,560	3,573
Vehicles
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	4,363	3,061
Construction in progress
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 18,677	$ 8,525

LONG-TERM DEBT (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Term loan	$ 284,009
Less: Current portion of long-term debt	(17,220)	$ (13,042)
Term loan
Debt Instrument [Line Items]
Term loan	284,009	228,147
Less: Unamortized discount and debt issuance costs	(3,601)	(6,651)
Total debt	280,408	221,496
Less: Current portion of long-term debt	(17,220)	(13,042)
Total long-term debt	$ 263,188	$ 208,454

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

LONG-TERM DEBT - Revolving Credit Facility (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Debt, principal amount outstanding	$ 284,009

LONG-TERM DEBT - Term Loan Facility (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Long-term debt, net of discount and current portion	$ 263,188	$ 208,454
Repayment of debt	169,138	24,044	$ 5,809
Current maturities of long-term debt	17,220	13,042
Financing costs	1,250
Term loan
Debt Instrument [Line Items]
Discount and debt issuance costs	3,601	6,651
Amount outstanding, net of discount and issuance costs	280,408	221,496
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net	3,601	6,651
Current maturities of long-term debt	$ 17,220	$ 13,042

- Definition

+ References + Details

LONG-TERM DEBT - Schedule of mandatory prepayments based on Company's excess cash flow for the year (Details)	12 Months Ended
	Dec. 31, 2021
> 3.50:1.00
Debt Instrument [Line Items]
Mandatory Prepayment Percentage	0.90%
> 3.00:1.00 and 3.50:1.00
Debt Instrument [Line Items]
Mandatory Prepayment Percentage	0.75%
> 2.50:1.00 and 3.00:1.00
Debt Instrument [Line Items]
Mandatory Prepayment Percentage	0.50%
> 2.00:1.00 and 2.50:1.00
Debt Instrument [Line Items]
Mandatory Prepayment Percentage	0.25%
2.00:1.00
Debt Instrument [Line Items]
Mandatory Prepayment Percentage	0.00%

LONG-TERM DEBT - Principal payments due (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Principal payments due
2022	$ 17,220
2023	17,220
2024	17,220
2025	232,349
Total payments due	$ 284,009

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES.
Accrued sales rebates	$ 20,300	$ 15,511
Accrued product warranties	4,717	2,705
Accrued incentives	9,205	11,244
Accrued vacation	2,773	3,805
Accrued payroll	6,107	6,098
Deferred offering costs		1,040
Accrued third-party services	1,458	2,172
Deferred revenue	5,927	4,530
Income taxes payable	587
Other	8,023	6,373
Total accrued expenses and other current liabilities	$ 59,097	$ 53,478

PRODUCT WARRANTIES (Details) - USD ($) $ in Thousands	12 Months Ended
PRODUCT WARRANTIES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Movement in Standard Product Warranty Accrual [Roll Forward]
Balance at the beginning of the year	$ 2,882	$ 2,846	$ 1,977
Accruals for warranties issued	8,824	3,966	3,729
Warranty liabilities assume in GLI Acquisition	50	118
Less: Settlements made (in cash or in kind)	(6,847)	(4,048)	(2,860)
Balance at the end of the year	$ 4,909	$ 2,882	$ 2,846

NET SALES (Details) - USD ($) $ in Thousands	12 Months Ended
NET SALES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Net sales	$ 630,456	$ 403,389	$ 317,975
In-ground Swimming Pools
Disaggregation of Revenue [Line Items]
Net sales	368,465	237,410	175,033
Covers
Disaggregation of Revenue [Line Items]
Net sales	132,126	84,524	70,984
Liners
Disaggregation of Revenue [Line Items]
Net sales	$ 129,865	$ 81,455	$ 71,958

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

NET SALES - Allowance for bad debt activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Allowance for bad debt activity roll forward
Balance at the beginning of the year	$ 1,438	$ 1,322	$ 1,535
Bad debt expense	979	358	253
Write-offs	(24)	(242)	(466)
Balance at the end of the year	$ 2,393	$ 1,438	$ 1,322

INCOME TAXES - Components of income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income (loss) before income taxes:
Domestic	$ (68,261)	$ 19,609	$ 9,939
Foreign	14,731	3,150	(7,153)
Total	$ (53,530)	$ 22,759	$ 2,786

INCOME TAXES - Current and deferred income tax (benefit) expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current income tax (benefit) expense:
Domestic	$ 19,855	$ 10,342	$ 5,424
Foreign	991	1,104	131
Total current tax (benefit) expense	20,846	11,446	5,555
Deferred income tax (benefit) expense:
Domestic	(1,912)	(4,532)	(10,020)
Foreign	(10,116)	(138)	(206)
Total deferred tax (benefit) expense	(12,028)	(4,670)	(10,226)
Total income tax (benefit) expense	$ 8,818	$ 6,776	$ (4,671)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

INCOME TAXES - Reconciliation of the statutory federal income tax rate with the Company's effective income tax rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
INCOME TAXES
Federal statutory tax rate	21.00%	21.00%	21.00%	21.00%	35.00%
Foreign rate differential	(1.40%)	1.20%	1.10%
State income tax, net of federal benefit	(3.30%)	1.40%	(67.20%)
Uncertain tax positions	(0.30%)	0.80%	348.20%
Change in valuation allowance	23.80%	(1.10%)	(5.90%)
GILTI	0.80%	1.50%	21.10%
Meals and entertainment	(0.20%)	0.50%	6.80%
Foreign expenses not deductible for tax	(0.80%)	1.70%	56.10%
Transaction costs not deductible for tax	(0.20%)	2.00%	13.30%
Nondeductible stock compensation	(48.00%)
Canadian restructuring			(562.40%)
Canadian Branch Income	(9.10%)	1.80%	0.00%
Other expenses not deductible for tax	1.20%	(1.00%)	(0.10%)
Total	(16.50%)	29.80%	(168.00%)

INCOME TAXES - Changes in the valuation allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
INCOME TAXES
Balance at January 1	$ (12,704)	$ (12,463)	$ (12,300)
Additions		(241)	(163)
Deductions	$ 12,704
Balance at December 31		$ (12,704)	$ (12,463)

INCOME TAXES - Deferred Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets:
Net operating loss carryforwards	$ 9,885	$ 12,099
Inventories, net	1,267	473
Warranty reserve	1,041	789
Trade receivables	483	360
Profits interest units	1,778	760
Accrued expenses	539	1,010
Transaction costs	1,211	607
Future branch taxes	(2,462)
Other	719	216
Gross deferred tax assets	14,461	16,314
Valuation allowance		(12,704)	$ (12,463)	$ (12,300)
Total deferred tax asset	14,461	3,610
Less: Foreign deferred tax benefit	(10,603)	(345)
Total domestic deferred tax asset	3,858	3,265
Deferred tax liabilities:
Intangible assets	(50,298)	(53,874)
Property and equipment, net	(5,788)	(4,120)
Prepaid expenses and other	(1,201)	(464)
Investments in partnerships	(2,914)
Total deferred tax liabilities	(60,201)	(58,458)
Net deferred tax liabilities	$ (56,343)	$ (55,193)

INCOME TAXES - Uncertain tax positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
INCOME TAXES
Balance at the beginning of the year	$ 9,862	$ 9,681
Additions for tax positions taken during prior years	149	181
Balance at the end of the year	$ 10,011	$ 9,862

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
INCOME TAXES
Federal statutory tax rate	21.00%	21.00%	21.00%	21.00%	35.00%
Valuation allowance		$ 12,704	$ 12,463	$ 12,300
Operating Loss Carryforwards	$ 9,900
Liability related to uncertain tax positions, exclusive of interest	5,400
Liability related to uncertain tax positions, if recognized, would impact the effective tax rate	5,400
Accrued interest	300	200
Accrued penalty	$ 0	$ 0

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
COMMITMENTS AND CONTINGENCIES
Term of lease	5 years
Rental expense	$ 8,800	$ 6,800	$ 6,100
Minimum annual rental commitments under non-cancelable operating leases
2022	8,094
2023	6,278
2024	5,674
2025	4,726
2026	3,479
Thereafter	6,854
Total	$ 35,105

EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions	12 Months Ended
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
EMPLOYEE BENEFIT PLANS
Discretionary matching and other contributions	$ 2.0	$ 0.8	$ 0.9

PROFITS INTEREST UNITS (Details) - USD ($) $ in Millions	12 Months Ended
PROFITS INTEREST UNITS (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Expense	$ 128.8	$ 1.8
Selling, general and administrative expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Expense	$ 120.1

PROFITS INTEREST UNITS - Number of PIUs and Weighted - Average Grant Date Fair Value - (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of PIUs
Balance at beginning	27,424,962	21,734,170	20,890,124
Granted		7,843,107	3,692,699
Forfeited	(1,266,068)	(2,152,315)	(2,848,653)
Converted at IPO in connection with the Reorganization	(26,158,894)
Balance at ending		27,424,962	21,734,170
Weighted-Average Grant Date Fair Value
Balance at beginning	$ 0.43		$ 0.41
Granted		$ 0.60	0.38
Forfeited	0.34	0.35	$ 0.41
Converted at IPO in connection with the Reorganization	$ 0.43
Balance at ending		$ 0.43

PROFITS INTEREST UNITS - Fair value of the PIUs - (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
STOCK-BASED COMPENSATION.
Expected volatility	38.19%	55.00%	49.00%
Risk-free interest rate	0.64%	0.20%	1.90%
Expected term (in years)	6 years 3 months	3 years 2 months 14 days	4 years 7 months 6 days
Expected dividend yield	0.00%

STOCK-BASED COMPENSATION - Narrative (Details) $ in Thousands	Apr. 12, 2021 USD ($) shares
STOCK-BASED COMPENSATION.
Shares reserved for issuance \| shares	13,170,212
Maximum grant date fair value of cash and equity awards that may be awarded to a non-employee director \| $	$ 750

STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Apr. 22, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted			7,843,107	3,692,699
Stock-based compensation expense		$ 128.8	$ 1.8
Stock-based compensation expense due to accelerated vesting of restricted stock		0.5
Stock-based compensation expense due to the modification		49.0
Total unrecognized stock-based compensation expense		$ 73.6
Total unrecognized stock-based compensation expense expected to be recognized over a weighted-average period		1 year 5 months 12 days
Weighted average grant-date fair value		$ 7.25
Cost of sales
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 8.7
Selling, general and administrative expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 120.1
Vest every six months in equal installments beginning on December 27, 2021 and ending on December 27, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards other than options vested	6,799,414
Vest every six months in equal installments, beginning on December 27, 2021 and ending on December 27, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards other than options vested	1,540,712
Vest 1/3 on the nine-month anniversary of the Closing of the IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards other than options vested	251,828
Vesting percentage	33.30%
Vest 1/3 on the first anniversary of the Closing of the IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	33.30%
Vest 1/3 on the two-year anniversary of the Closing of the IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	33.30%
Vest on the first anniversary of the Closing of the IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards other than options vested	22,367
Vest on the nine-month anniversary of the Closing of the IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards other than options vested	51,316
Vest evenly on each of the first three anniversaries of the Closing of the IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards other than options vested	15,790
Vest 25% annually on each of the first four anniversaries of the Closing of the IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%
Restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	8,340,126	8,340,126
Number of awards other than options vested		1,522,026
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	341,301	346,674
Number of awards other than options vested		51,316
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	886,862
Number of options granted		903,978
Strike price	$ 19.00

STOCK-BASED COMPENSATION - Weighted average basis for fair value option award granted (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
STOCK-BASED COMPENSATION.
Risk-free interest rate	0.64%	0.20%	1.90%
Expected volatility	38.19%	55.00%	49.00%
Expected term (in years)	6 years 3 months	3 years 2 months 14 days	4 years 7 months 6 days
Expected dividend yield	0.00%

STOCK-BASED COMPENSATION - Restricted Stock Awards (Details) - $ / shares		12 Months Ended
	Apr. 22, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Shares
Balance at beginning		27,424,962	21,734,170	20,890,124
Granted			7,843,107	3,692,699
Forfeited		(1,266,068)	(2,152,315)	(2,848,653)
Balance at ending			27,424,962	21,734,170
Weighted-Average Grant Date Fair Value
Balance at beginning		$ 0.43		$ 0.41
Granted			$ 0.60	0.38
Forfeited		$ 0.34	0.35	$ 0.41
Balance at ending			$ 0.43
Restricted stock awards
Shares
Granted	8,340,126	8,340,126
Vested		(1,522,026)
Forfeited		(1,014,976)
Balance at ending		5,803,124
Weighted-Average Grant Date Fair Value
Granted		$ 19.00
Forfeited		19.00
Balance at ending		$ 19.00

STOCK-BASED COMPENSATION - Restricted Stock Units (Details) - $ / shares		12 Months Ended
	Apr. 22, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Shares
Balance at beginning		27,424,962	21,734,170	20,890,124
Granted			7,843,107	3,692,699
Forfeited		(1,266,068)	(2,152,315)	(2,848,653)
Balance at ending			27,424,962	21,734,170
Weighted-Average Grant Date Fair Value
Balance at beginning		$ 0.43		$ 0.41
Granted			$ 0.60	0.38
Forfeited		$ 0.34	0.35	$ 0.41
Balance at ending			$ 0.43
Restricted stock units
Shares
Granted	341,301	346,674
Vested		(51,316)
Forfeited		(16,767)
Balance at ending		278,591
Weighted-Average Grant Date Fair Value
Granted		$ 19.07
Vested		19.00
Forfeited		19.00
Balance at ending		$ 19.08

STOCK-BASED COMPENSATION - Stock Options (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Weighted-Average Exercise Price per Share
Granted (in dollars per share) \| $ / shares	$ 19.08
Outstanding at the end (in dollars per share) \| $ / shares	19.08
Vested and expected to vest at the end (in dollars per share) \| $ / shares	$ 19.08
Weighted-Average Remaining Contract Term
Outstanding at the end (in years)	9 years 3 months 25 days
Vested and expected to vest at the end (in years)	9 years 3 months 25 days
Outstanding at the end (in dollars) \| $	$ 4,893
Options exercisable at the end (in dollars) \| $	$ 4,893
Stock options
Shares
Options granted	903,978
Forfeited	(81,092)
Outstanding at the end	822,886
Vested and expected to vest	822,886

SHAREHOLDER'S EQUITY (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Apr. 22, 2021 $ / shares shares	Apr. 13, 2021 $ / shares shares	Dec. 31, 2021 USD ($) item $ / shares shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2019 shares
SHAREHOLDER'S EQUITY
Number of classes of limited partner interests \| item			2
Number of units vested			0
Repurchase right \| $			$ 0
Common stock, shares authorized	900,000,000	500,000,000	900,000,000	500,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Stock split ratio		109,673.709
Number of restricted shares issued upon conversion of units				7,843,107	3,692,699
Preferred stock shares authorized	100,000,000		100,000,000	0
Preferred stock par value \| $ / shares			$ 0.0001	$ 0.0001
Total authorized shares under certificate of incorporation	1,000,000,000
Common stock issued and outstanding			113,642,487	118,854,249
Latham Investment Holdings, LP
SHAREHOLDER'S EQUITY
Ownership interest of parent before reorganization			100.00%
Class A Units
SHAREHOLDER'S EQUITY
Number of units converted	194,207,115
Number of shares issued upon conversion of units	97,187,596
Class B Units
SHAREHOLDER'S EQUITY
Number of units converted	26,158,894
Number of shares issued upon conversion of units	4,145,987
Number of restricted shares issued upon conversion of units	8,340,126

NET INCOME PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net income attributable to common stockholders	$ (62,348)	$ 15,983	$ 7,457
Weighted-average common shares outstanding
Basic	110,644,366	101,606,966	95,032,265
Diluted	110,644,366	102,602,738	95,400,528
Net income per share attributable to common stockholders
Basic	$ (0.56)	$ 0.16	$ 0.08
Diluted	$ (0.56)	$ 0.16	$ 0.08
Restricted stock units
Net income per share attributable to common stockholders
Potentially dilutive securities outstanding	106,917
Stock options
Net income per share attributable to common stockholders
Potentially dilutive securities outstanding	39
Restricted stock awards
Net income per share attributable to common stockholders
Potentially dilutive securities outstanding	5,909,089	22,524	97,718

RELATED PARTY TRANSACTIONS - Bright AI Services (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Accounts payable - related party	$ 850	$ 500
Bright AI Services
Related Party Transaction [Line Items]
Accounts payable - related party	900	500
Costs incurred	$ 2,100	$ 500

RELATED PARTY TRANSACTIONS - Expense Reimbursement and Management Fees (Details) - Sponsor - Management Fee Arrangement $ in Millions	12 Months Ended	24 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Related Party Transaction [Line Items]
Maximum annual reimbursement	$ 1.0
Management fees incurred		$ 0.0
Amounts payable	$ 0.0	$ 0.0

RELATED PARTY TRANSACTIONS - Operating Lease (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Acquigen Pty Ltd. \| Lease Agreement
Related Party Transaction [Line Items]
Rent expense	$ 0.5	$ 0.4	$ 0.2

GEOGRAPHIC INFORMATION - Geographic Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 630,456	$ 403,389	$ 317,975
Property and equipment, net	63,506	47,357
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	491,870	325,716	257,786
Property and equipment, net	52,695	37,680
Canada
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	98,662	50,499	43,157
Property and equipment, net	4,607	3,050
Australia
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	25,216	20,181	12,126
Property and equipment, net	4,444	4,979
New Zealand
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	8,055	3,984	2,432
Property and equipment, net	1,760	1,648
Other
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 6,653	$ 3,009	$ 2,474

- Definition

+ References

+ Details

CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY) - CONDENSED BALANCE SHEETS (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Assets
Investment in subsidiary	$ 353,645	$ 281,609
Total assets	353,645	281,609
Liabilities and Stockholders' Equity
Total liabilities	440,838	365,067
Stockholders' equity:
Preferred stock, $0.0001 par value; 100,000,000 and no shares authorized as of December 31, 2021 and 2020, respectively; no shares issued and outstanding as of both December 31, 2021 and 2020	0	0
Common stock, $0.0001 par value; 900,000,000 and 500,000,000 shares authorized as of December 31, 2021 and 2020, respectively; 119,445,611 and 118,854,249 shares issued and outstanding as of December 31, 2021 and 2020, respectively	12	12
Additional paid-in capital	401,846	265,478
Retained earnings (accumulated deficit)	(48,583)	13,765
Accumulated other comprehensive income (loss)	370	2,354
Total stockholders' equity	353,645	281,609	$ 193,795	$ 180,280
Total liabilities and stockholders' equity	$ 353,645	$ 281,609

CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY) - CONDENSED BALANCE SHEETS (Parenthetical) (Details) - $ / shares	Dec. 31, 2021	Apr. 22, 2021	Apr. 13, 2021	Dec. 31, 2020
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred Stock, Par Value	$ 0.0001			$ 0.0001
Preferred Stock, Shares Authorized	100,000,000	100,000,000		0
Preferred Stock, Shares Issued	0			0
Preferred Stock, Shares Outstanding	0			0
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	900,000,000	900,000,000	500,000,000	500,000,000
Common Stock, Shares, Issued	119,445,611			118,854,249
Common Stock, Shares, Outstanding	119,445,611			118,854,249

CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY) - CONDENSED STATEMENTS OF OPERATIONS (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Condensed Income Statements, Captions [Line Items]
Equity in net income of subsidiary	$ (62,348)	$ 15,983	$ 7,457
Net income attributable to common stockholders	$ (62,348)	$ 15,983	$ 7,457
Net income per share
Net income per share attributable to common stockholers - basic	$ (0.56)	$ 0.16	$ 0.08
Net income per share attributable to common stockholders - diluted	$ (0.56)	$ 0.16	$ 0.08
Weighted-average common shares outstanding - basic	110,644,366	101,606,966	95,032,265
Weighted-average common shares outstanding - diluted	110,644,366	102,602,738	95,400,528

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e4984-109258

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e3842-109258

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e4984-109258

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=125512782&loc=d3e3842-109258

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY) - CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Condensed Statement of Income Captions [Line Items]
Net income	$ (62,348)	$ 15,983	$ 7,457
Equity in other comprehensive income (loss) of subsidiary	(1,984)	2,825	(670)
Comprehensive income	$ (64,332)	$ 18,808	$ 6,787

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY) - CONDENSED STATEMENT OF CASH FLOWS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net income	$ (62,348)	$ 15,983	$ 7,457
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in net income of subsidiary	62,348	(15,983)	(7,457)
Net cash provided by operating activities	33,690	63,160	35,655
Cash flows from investing activities:
Investment in subsidiary	(117,626)	(65,553)
Net cash used in investing activities	(117,626)	(65,553)	(27,083)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriting discounts, commissions and offering costs	399,264
Repurchase and retirement of treasury stock	(281,638)	(582)	(200)
Proceeds from issuance of common stock		65,553	250
Net cash provided by financing activities	117,626	65,553	16,551
Net increase in cash	(15,358)	2,655	24,167
Cash at beginning of period	59,310	56,655	32,488
Cash at end of period	43,952	59,310	56,655
Supplemental cash flow information:
Cash paid for interest	$ 17,371	$ 15,625	$ 19,488

CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY) - Additional information (Details) - USD ($) $ in Thousands			12 Months Ended
	Apr. 27, 2021	Oct. 20, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Condensed Financial Statements, Captions [Line Items]
Proceeds from issuance of common stock (in shares)		21,666,653		205,197
Value of shares issued during the period		$ 64,900	$ 399,264	$ 600	$ 7,817
IPO
Condensed Financial Statements, Captions [Line Items]
Proceeds from issuance of common stock (in shares)	23,000,000
Net proceeds from the IPO	$ 399,300
Underwriters Option
Condensed Financial Statements, Captions [Line Items]
Proceeds from issuance of common stock (in shares)	3,000,000

SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions					12 Months Ended
	Feb. 23, 2022	Jan. 11, 2022	Apr. 27, 2021	Oct. 20, 2020	Dec. 31, 2020	Dec. 31, 2021	Apr. 22, 2021	Apr. 13, 2021
SUBSEQUENT EVENTS
Shares issued to parent				21,666,653	205,197
Common stock, par value					$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Underwriters Option
SUBSEQUENT EVENTS
Shares issued to parent			3,000,000
Subsequent Event
SUBSEQUENT EVENTS
Repayment of debt	$ 294.0
Subsequent Event \| New Revolving Credit Facility
SUBSEQUENT EVENTS
Maximum borrowing capacity	$ 75.0
Commitment fee (as a percent)	0.375%
Subsequent Event \| New Revolving Credit Facility \| SOFR
SUBSEQUENT EVENTS
Basis spread on variable rate	3.50%
Subsequent Event \| New Revolving Credit Facility \| Base Rate
SUBSEQUENT EVENTS
Basis spread on variable rate	2.50%
Subsequent Event \| New Revolving Credit Facility \| EURIBOR Rate
SUBSEQUENT EVENTS
Basis spread on variable rate	3.50%
Subsequent Event \| New Revolving Credit Facility \| Minimum
SUBSEQUENT EVENTS
Commitment fee accrual (as a percent)	0.25%
Subsequent Event \| New Revolving Credit Facility \| Maximum
SUBSEQUENT EVENTS
Commitment fee accrual (as a percent)	0.50%
Subsequent Event \| New Term Loan Facility
SUBSEQUENT EVENTS
Principal amount	$ 325.0
Quarterly amortization payments (as a percent)	0.25%
Subsequent Event \| New Term Loan Facility \| Minimum \| SOFR
SUBSEQUENT EVENTS
Basis spread on variable rate	3.75%
Subsequent Event \| New Term Loan Facility \| Minimum \| Base Rate
SUBSEQUENT EVENTS
Basis spread on variable rate	2.75%
Subsequent Event \| New Term Loan Facility \| Maximum \| SOFR
SUBSEQUENT EVENTS
Basis spread on variable rate	4.00%
Subsequent Event \| New Term Loan Facility \| Maximum \| Base Rate
SUBSEQUENT EVENTS
Commitment fee (as a percent)	3.00%
Subsequent Event \| Secondary offering
SUBSEQUENT EVENTS
Shares issued to parent		13,800,000
Common stock, par value		$ 0.0001
Shares issue price		$ 19.50
Number of shares Repurchased		13,800,000
Stock issuance costs		$ 12.9
Subsequent Event \| Underwriters Option
SUBSEQUENT EVENTS
Shares issued to parent		1,800,000