0001558370-22-008576 | 10-Q | XBRL Viewer

Print Document View Excel Document

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Apr. 02, 2022	May 10, 2022
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Apr. 02, 2022
Entity File Number	001-40358
Entity Registrant Name	LATHAM GROUP, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-2797583
Entity Address State Or Province	NY
Entity Address, Address Line One	787 Watervliet Shaker Road
Entity Address, City or Town	Latham
Entity Address, Postal Zip Code	12110
City Area Code	800
Local Phone Number	833-3800
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	SWIM
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		119,573,789
Entity Central Index Key	0001833197
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021
Current assets:
Cash	$ 18,658	$ 43,952
Trade receivables, net	139,016	60,753
Inventories, net	140,067	109,556
Income tax receivable	4,065	4,039
Prepaid expenses and other current assets	11,578	10,766
Total current assets	313,384	229,066
Property and equipment, net	67,841	63,506
Equity method investment	23,904	23,362
Deferred tax assets	10,619	10,603
Operating lease right-of-use assets	33,310
Goodwill	129,592	128,871
Intangible assets, net	331,589	338,310
Other assets	4,612	765
Total assets	914,851	794,483
Current liabilities:
Accounts payable	55,849	37,998
Accounts payable - related party	900	850
Current maturities of long-term debt	3,250	17,220
Current operating lease liabilities	6,784
Accrued expenses and other current liabilities	57,261	59,097
Total current liabilities	124,044	115,165
Long-term debt, net of discount, debt issuance costs and current portion	320,891	263,188
Deferred income tax liabilities, net	56,343	56,343
Liability for uncertain tax positions	5,732	5,689
Non-current operating lease liabilities	27,031
Other long-term liabilities	714	453
Total liabilities	534,755	440,838
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.0001 par value; 100,000,000 shares authorized as of both April 2, 2022 and December 31, 2021; no shares issued and outstanding as of both April 2, 2022 and December 31, 2021
Common stock, $0.0001 par value; 900,000,000 shares authorized as of April 2, 2022 and December 31, 2021; 119,469,747 and 119,445,611 shares issued and outstanding, as of April 2, 2022 and December 31, 2021, respectively	12	12
Additional paid-in capital	430,208	401,846
Accumulated deficit	(51,714)	(48,583)
Accumulated other comprehensive income	1,590	370
Total stockholders' equity	380,096	353,645
Total liabilities and stockholders' equity	$ 914,851	$ 794,483

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Apr. 02, 2022	Dec. 31, 2021
Condensed Consolidated Balance Sheets
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	900,000,000	900,000,000
Common stock, shares issued	119,469,747	119,445,611
Common stock, shares outstanding	119,469,747	119,445,611

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Condensed Consolidated Statements of Operations
Net sales	$ 191,614	$ 148,746
Cost of sales	120,960	96,306
Gross profit	70,654	52,440
Selling, general and administrative expense	45,225	27,172
Underwriting fees related to offering of common stock	11,437
Amortization	7,192	5,595
Income from operations	6,800	19,673
Other expense (income):
Interest expense	1,765	9,056
Loss on extinguishment of debt	3,465
Other (income) expense, net	(355)	(555)
Total other expense, net	4,875	8,501
Earnings from equity method investment	542	244
Income before income taxes	2,467	11,416
Income tax expense	5,307	2,883
Net (loss) income	$ (2,840)	$ 8,533
Net (loss) income per share attributable to common stockholders:
Basic	$ (0.02)	$ 0.08
Diluted	$ (0.02)	$ 0.07
Weighted-average common shares outstanding - basic and diluted
Basic	113,698,513	109,069,310
Diluted	113,698,513	121,273,854

Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Condensed Consolidated Statements of Comprehensive (Loss) Income
Net (loss) income	$ (2,840)	$ 8,533
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	1,220	(1,201)
Comprehensive (loss) income	$ (1,620)	$ 7,332

- 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

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	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, 2020	$ 12	$ 265,478		$ 13,765	$ 2,354		$ 281,609
Balance, beginning of period (in shares) at Dec. 31, 2020	118,854,249
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income				8,533			8,533
Foreign currency translation adjustments					(1,201)		(1,201)
Dividend		(110,033)					(110,033)
Repurchase and retirement of common stock	$ (2)	(64,936)					(64,938)
Repurchase and retirement of common stock (in shares)	(21,666,653)
Stock-based compensation expense		1,464					1,464
Balance, end of period at Apr. 03, 2021	$ 10	91,973		22,298	1,153		115,434
Balance, end of period (in shares) at Apr. 03, 2021	97,187,596
Balance, beginning of period at Dec. 31, 2021	$ 12	401,846		(48,583)	370		353,645
Balance, beginning of period (in shares) at Dec. 31, 2021	119,445,611
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income				(2,840)			(2,840)
Foreign currency translation adjustments					1,220		1,220
Sale of common stock	$ 1	269,099					269,100
Sale of common stock (in shares)	13,800,000
Repurchase and retirement of common stock	$ (1)	(257,662)					(257,663)
Repurchase and retirement of common stock (in shares)	(13,800,244)
Retirement of restricted stock (in shares)	(53,961)
Issuance of common stock upon release of restricted stock units (in shares)	78,341
Stock-based compensation expense		16,925					16,925
Balance, end of period at Apr. 02, 2022	$ 12	$ 430,208	$ (291)	$ (51,714)	$ 1,590	$ (291)	$ 380,096
Balance, end of period (in shares) at Apr. 02, 2022	119,469,747

Condensed Consolidated Statements of Stockholders' Equity - (Parenthetical)	3 Months Ended
	Apr. 03, 2021 $ / shares
Condensed Consolidated Statements of Stockholders' Equity
Dividend per share	$ 1.00

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Cash flows from operating activities:
Net (loss) income	$ (2,840)	$ 8,533
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	9,494	7,900
Amortization of deferred financing costs and debt discount	280	2,804
Stock-based compensation expense	16,925	1,464
Underwriting fees related to offering of common stock	11,437
Loss on extinguishment of debt	3,465
Other non-cash, net	373	1,433
Earnings from equity method investment	(542)	(244)
Distributions received from equity method investment	0	168
Changes in operating assets and liabilities:
Trade receivables	(78,947)	(60,963)
Inventories	(30,490)	(9,238)
Prepaid expenses and other current assets	(790)	119
Income tax receivable	(26)	(2,107)
Other assets	(328)
Accounts payable	17,494	8,642
Accrued expenses and other current liabilities	(3,234)	(4,103)
Other long-term liabilities	261	4,545
Net cash used in operating activities	(57,468)	(41,047)
Cash flows from investing activities:
Purchases of property and equipment	(6,666)	(4,608)
Net cash used in investing activities	(6,666)	(4,608)
Cash flows from financing activities:
Proceeds from long-term debt borrowings	320,125	172,813
Payments on long-term debt borrowings	(284,009)	(5,762)
Proceeds from borrowings on revolving credit facilities	20,000	16,000
Payments on revolving credit facilities	(10,000)	0
Deferred financing fees paid	(6,865)	(1,250)
Dividend to Class A unitholders		(110,033)
Proceeds from sale of common stock	257,663
Repurchase and retirement of common stock	(257,663)	(64,938)
Payments of initial public offering costs		(747)
Net cash provided by financing activities	39,251	6,083
Effect of exchange rate changes on cash	(411)	207
Net decrease in cash	(25,294)	(39,365)
Cash at beginning of period	43,952	59,310
Cash at end of period	18,658	19,945
Supplemental cash flow information:
Cash paid for interest	1,628	5,892
Income taxes paid, net	578	502
Supplemental disclosure of non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable and accrued expenses	337	1,144
Capitalized internal-use software included in accounts payable - related party	900	500
Deferred offering costs included in accounts payable and accrued expenses		$ 2,896
Right-of-use operating assets obtained in exchange for lease liabilities	33,839
Increase in goodwill from measurement period adjustments related to business combinations	$ 384

NATURE OF THE BUSINESS

3 Months Ended

Apr. 02, 2022

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 is 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 condensed 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.

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”).

Offering of Common Stock

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. The Company received proceeds of $257.7 million from this offering, net of $11.4 million of underwriting fees. The proceeds of $257.7 million were used to purchase 13,800,000 shares of common stock from certain of the Company’s stockholders, primarily investment funds managed by the Sponsor and Wynnchurch Capital, L.P., and also a small percentage of shares of common stock owned by some of our directors and executive officers.

As of April 2, 2022 and December 31, 2021, 113,720,584 and 113,642,487 shares of common stock are issued and outstanding for accounting purposes, respectively.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Apr. 02, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Unaudited Interim Financial Information

The consolidated balance sheet at December 31, 2021 was derived from audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of April 2, 2022 and for the fiscal quarters ended April 2, 2022 and April 3, 2021 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures

normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with Latham Group, Inc.’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021 included in the Company’s 2021 Annual Report on Form 10-K, filed with the SEC on March 10, 2022 (the “Annual Report”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of these condensed consolidated financial statements. The Company’s results of operations for the fiscal quarter ended April 2, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022.

Use of Estimates

The preparation of the Company’s condensed 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.

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.

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. Historically, 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.

Accounting Policies

Refer to the Company’s Annual Report for a discussion of the Company’s accounting policies, as updated below for recently adopted accounting standards.

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 how operating leases were accounted for under the prior guidance. 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. The Company adopted ASU 2016-02 on January 1, 2022 using the modified retrospective approach and elected the package of practical expedients to use in transition, which permitted us not to reassess, under the new standard, our prior conclusions about lease identification and lease classification. The adoption resulted in the addition of $33.5 million of operating lease right-of-use assets, and $34.0 million of operating lease liabilities, a decrease of $0.2 million to deferred rent and a decrease of $0.3 million to retained earnings for the cumulative effect of initially applying the new standard. The adoption did not have a material impact on the Company’s Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Stockholders’ Equity or Condensed Consolidated Statements of Cash Flows. See Note 9, “Leases” for additional information related to the Company’s leases and accounting policy elections.

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 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 adoption of this standard did not have an impact on the Company’s 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. 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. 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. The Company elected the optional expedient in connection with amending its interest rate swap to replace the reference rate from LIBOR to SOFR to consider the amendment as a continuation of the existing contract without having to perform an assessment that would otherwise be required under GAAP.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which amends ASC 805 by requiring acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination. For public entities, ASU 2021-08 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022. For all

other entities, ASU 2021-08 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments, with early adoption permitted. The Company is currently evaluating ASU 2021-08 and its potential impact on our consolidated financial statements.

ACQUISITIONS

3 Months Ended

Apr. 02, 2022

ACQUISITIONS

ACQUISITIONS

3. ACQUISITIONS

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 in-ground, 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.

Subsequent to the acquisition date, there was an additional amount due to the seller of $0.4 million related to the finalization of the net working capital adjustment, which was accounted for as a measurement period adjustment. The measurement period adjustment resulted in an increase in the total consideration transferred of $0.4 million and an increase to goodwill of $0.4 million. The net working capital adjustment payable was recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheet as of April 2, 2022.

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 Radiant Acquisition:


(in thousands)	November 24, 2021
Total consideration	$	91,109
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
Other long-term liabilities		2,920
Total liabilities assumed		5,702
Total fair value of net assets acquired, excluding goodwill:		77,007
Goodwill	$	14,102

The excess of the purchase price over the fair value of the identifiable assets acquired and the liabilities assumed in the Radiant Acquisition was allocated to goodwill in the amount of $14.1 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

FAIR VALUE MEASUREMENTS

3 Months Ended

Apr. 02, 2022

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

4. 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 fiscal quarters ended April 2, 2022 or April 3, 2021.

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 loans

Term loans (see Note 7) are carried at amortized cost; however, the Company estimates the fair value of term loans for disclosure purposes. The fair value of term loans 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 its term loans (in thousands):


	April 2, 2022				December 31, 2021
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
New Term Loan	$	314,141	$	309,429	$	—	$	—
Amended Term Loan	$	—	$	—	$	280,408	$	281,926

Interest rate swap

The Company estimates the fair value of the interest rate swap (see Note 7) on a quarterly basis using Level 2 inputs, including the forward SOFR 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 SOFR curve. As of April 2, 2022 and December 31, 2021, the fair value of the Company’s interest rate swap asset was $3.3 million and $0.5 million, respectively, which was recorded within other assets on the condensed 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

3 Months Ended

Apr. 02, 2022

GOODWILL AND INTANGIBLE ASSETS, NET

GOODWILL AND INTANGIBLE ASSETS, NET

5. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The carrying amount of goodwill as of April 2, 2022 and as of December 31, 2021 was $129.6 million and $128.9 million, respectively. The change in the carrying value during the fiscal quarter ended April 2, 2022 was due to an increase of $0.4 million as a result of a measurement period adjustment (see Note 3) and fluctuations in foreign currency exchange rates.

Intangible Assets

Intangible assets, net as of April 2, 2022 consisted of the following (in thousands):


	April 2, 2022
	Gross		Foreign
	Carrying		Currency		Accumulated		Net
	Amount		Translation		Amortization		Amount
Trade names and trademarks	$	148,100	$	718	$	18,034	$	130,784
Patented technology		16,126		95		5,644		10,577
Technology		13,000		—		289		12,711
Pool designs		13,628		412		1,336		12,704
Franchise relationships		1,187		83		842		428
Dealer relationships		197,376		81		34,881		162,576
Backlog		1,600				640		960
Non-competition agreements		2,476		—		1,627		849
	$	393,493	$	1,389	$	63,293	$	331,589

The Company recognized $7.2 million and $5.6 million of amortization expense related to intangible assets during the fiscal quarters ended April 2, 2022 and April 3, 2021, respectively.

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

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
Year Ended	Amortization Expense
Remainder of fiscal 2022	$	20,984
2023		26,528
2024		25,708
2025		25,550
2026		25,550
Thereafter		207,269
	$	331,589

INVENTORIES, NET

3 Months Ended

Apr. 02, 2022

INVENTORIES, NET

INVENTORIES, NET

6. INVENTORIES, NET

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


	April 2, 2022		December 31, 2021
Raw materials	$	92,333	$	77,510
Finished goods		47,734		32,046
	$	140,067	$	109,556

LONG-TERM DEBT

3 Months Ended

Apr. 02, 2022

LONG-TERM DEBT

LONG-TERM DEBT

7. LONG-TERM DEBT

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


	April 2, 2022		December 31, 2021
New Term Loan	$	325,000	$	—
Amended Term Loan		—		284,009
New Revolving Credit Facility		10,000		—
Less: Unamortized discount and debt issuance costs		(10,859)		(3,601)
Total debt		324,141		280,408
Less: Current portion of long-term debt		(3,250)		(17,220)
Total long-term debt	$	320,891	$	263,188

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 (the “Refinancing”). On the closing date, proceeds under the agreement were used to repay $294.0 million and terminate the Credit Agreement (as defined below) and for general corporate purposes.

New Revolving Credit Facility

On February 23, 2022, Latham Pool Products entered into the New Credit Agreement with Barclays Bank PLC, which provides a senior secured multicurrency revolving line of credit in an initial principal amount of $75.0 million. 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. Borrowings under the New Revolving Credit Facility are due at maturity.

The Company incurred debt issuance costs of $0.8 million related to the New Revolving Credit Facility. The debt issuance costs were recorded within other assets on the condensed consolidated balance and are being amortized over the life of the New Revolving Credit Facility.

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, make prepayments with respect to certain indebtedness and make restricted payments and other distributions.

As of April 2, 2022, there was $10.0 million outstanding on the New Revolving Credit Facility.

New Term Loan Facility

Pursuant to the New Credit Agreement, Latham Pool Products also borrowed $325.0 million in term loans. 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 Credit Agreement, the “First Lien Net Leverage Ratio”), or based on the Base Rate (as defined in the Credit Agreement), plus a margin ranging from 2.75% to 3.00%, depending on the First Lien Net Leverage Ratio. Loans under the Term Loan Facility are subject to scheduled quarterly amortization payments equal to 0.25% of the initial principal amount of the Term Loan Facility. The New Credit Agreement contains customary mandatory prepayment provisions, including requirements to make mandatory prepayments with 50% of any excess cash flow and with 100% of the net cash proceeds from the incurrence of indebtedness not otherwise permitted to be incurred by the covenants, asset sales and casualty and condemnation events, in each case, subject to customary exceptions.

The Company recorded $6.1 million of debt issuance costs and $4.9 million of debt discount related to the New Term Loan Facility as a direct reduction to the carrying amount of long-term debt on the condensed consolidated balance sheet.

Outstanding borrowings as of April 2, 2022 were $314.1 million, net of discount and debt issuance costs of $10.9 million. In connection with the New Term Loan, the Company is subject to various financial reporting, financial and other covenants, including maintaining specific liquidity measurements.

As of April 2, 2022, the unamortized debt issuance costs and discount on the New Term Loan were $6.0 million and $4.8 million, respectively. The effective interest rate was 4.96% at April 2, 2022.

As of April 2, 2022, the Company was in compliance with all financial covenants under the New Credit Agreement.

Revolving Credit Facility

On December 18, 2018, Latham Pool Products entered into an agreement (the “Credit Agreement”) with Nomura Corporate Funding Americas, LLC 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 and defined 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 was terminated in connection with the Refinancing.

Term Loan Facility

Pursuant to the Credit Agreement, Latham Pool Products also borrowed $215.0 million in term loans (the “Term Loan”). The Term Loan was amended on May 29, 2019, to provide additional borrowings of $23.0 million, which was accounted for as a modification to the Term Loan, to fund our acquisition of Narellan Group Pty Limited and its subsidiaries (the “Narellan Acquisition”) (the “First Amendment”). On October 14, 2020, we amended the First Amendment to provide additional borrowings of $20.0 million, which was accounted for as new debt (the “Second Amendment”). The Second Amendment was further amended on January 25, 2021, to provide an additional incremental term loan of $175.0 million (the “Third Amendment”). On January 25, 2021, Latham Pool Products borrowed the incremental term loan, and the proceeds were used on February 2, 2021 to purchase and retire equity interests and to pay a distribution. On March 31, 2021, we amended our Term Loan to revise the applicable reporting requirements (the “Fourth Amendment”). On November 24, 2021, we amended the Term Loan to provide additional borrowings of $50 million (the “Fifth Amendment”). The proceeds from this incremental term loan were used to finance the Radiant Acquisition in part. The Term Loan, collectively with the First Amendment, Second Amendment, Third Amendment, the Fourth Amendment and the Fifth Amendment, is referred to as the “Amended Term Loan.” The Amended Term Loan was repaid and terminated in connection with the Refinancing.

Interest Rate Risk

Interest rate risk associated with the New Credit Agreement is managed through an interest rate swap that 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. In February of 2022, the Company amended its interest rate swap to change the index rate from LIBOR to SOFR in connection with the entry into the New Credit Agreement. Under the terms of the amended swap, the Company fixed its SOFR borrowing rate at 0.496% on a notional amount of $200.0 million. The interest rate swap is not designated as a hedging instrument for accounting purposes (see Note 2 and Note 4).

Debt Maturities

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):


Year Ended	Term Loan Facility
Remainder of fiscal 2022	$	2,438
2023		3,250
2024		3,250
2025		3,250
2026		3,250
Thereafter		319,562
	$	335,000

The obligations under the New Credit Agreement are guaranteed by certain wholly owned subsidiaries (the “Guarantors”) of the Company as defined in the security agreement. The obligations under the New 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 New 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

PRODUCT WARRANTIES

3 Months Ended

Apr. 02, 2022

PRODUCT WARRANTIES

PRODUCT WARRANTIES

8. PRODUCT WARRANTIES

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


	Fiscal Quarter Ended
	April 2, 2022		April 3, 2021
Balance at the beginning of the year	$	4,909	$	2,882
Accruals for warranties issued		1,300		1,706
Less: Settlements made (in cash or in kind)		(1,074)		(1,077)
Balance at the end of the year	$	5,135	$	3,511

LEASES

3 Months Ended

Apr. 02, 2022

LEASES

LEASES

9. LEASES

On January 1, 2022, the Company adopted ASU 2016-02, "Leases (Topic 842)," and the related amendments (collectively "ASC 842"). The optional transition method of adoption was used, in which the cumulative effect of initially applying the new standard to existing leases was $0.3 million to record the operating lease right-of-use assets and the related liabilities as of January 1, 2022. Under this method of adoption, the comparative information has not been revised and continues to be reported under the previously applicable lease accounting guidance (ASC 840).

For leases with initial terms greater than 12 months, the Company considers these right-of-use assets and records the related asset and obligation at the present value of lease payments over the term. For leases with initial terms equal to or less than 12 months, the Company does not consider them as right-of-use assets and instead considers them short-term lease costs that are recognized on a straight-line basis over the lease term. The Company’s leases may include escalation clauses, renewal options and/or termination options that are factored into the Company’s determination of lease term and lease payments when it is reasonably certain the option will be exercised. The Company has elected to take the practical expedient and not separate lease and non-lease components of contracts. The Company estimates an incremental borrowing rate to discount the lease payments based on information available at lease commencement because the implicit rate of the lease is generally not known.

The Company leases vehicles, manufacturing facilities, office space, land, and equipment under operating leases. The Company determines if an arrangement is a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company does not have material finance leases.

The components of lease expense for the fiscal quarter ended April 2, 2022 were as follows (in thousands):


	Fiscal Quarter Ended
	April 2, 2022
Operating lease expense	$	2,138
Short-term lease expense		20
Variable lease expense		178
Total lease expense	$	2,336

The table below presents supplemental information related to leases as of April 2, 2022:


	April 2, 2022
Weighted-average remaining lease term (years)
Operating leases		6.3
Weighted-average discount rate
Operating leases		4.5	%

The table below presents supplemental information related to the cash flows for operating leases recorded on the condensed consolidated statements of cash flows (in thousands):


	Fiscal Quarter Ended
	April 2, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,785

The following table summarizes maturities of operating lease liabilities as of April 2, 2022 (in thousands):


	Operating Leases
Remainder of fiscal 2022	$	6,534
2023		6,753
2024		6,155
2025		5,508
2026		4,416
Thereafter		10,386
Total lease payments		39,752
Less: Interest		(5,937)
Present value of lease liability	$	33,815

NET SALES

3 Months Ended

Apr. 02, 2022

NET SALES.

NET SALES

10. NET SALES

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


	Fiscal Quarter Ended
	April 2, 2022		April 3, 2021
In-ground Swimming Pools	$	111,803	$	93,643
Covers		32,525		24,006
Liners		47,286		31,097
	$	191,614	$	148,746

- 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

3 Months Ended

Apr. 02, 2022

INCOME TAXES

INCOME TAXES

11. INCOME TAXES

The effective income tax rate for the fiscal quarter ended April 2, 2022 was 215.1%, compared to 25.3% for the fiscal quarter ended April 3, 2021. The difference between the U.S. federal statutory income tax rate and the Company’s effective income tax rate for the fiscal quarter ended April 2, 2022 was primarily attributable to the discrete impact of stock compensation expense for which there is no associated tax benefit. The difference between the U.S. federal statutory income tax rate and the Company’s effective income tax rate for the fiscal quarter ended April 3, 2021 was impacted by a variety of factors, primarily the impact of state taxes.

- 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

STOCK-BASED COMPENSATION

3 Months Ended

Apr. 02, 2022

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

12. 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, is $750,000.

Stock-based compensation expense for the fiscal quarters ended April 2, 2022 and April 3, 2021 was $16.9 million and $1.5 million, respectively. Stock-based compensation expense of $1.2 million and $15.7 was recorded in cost of sales and selling, general and administrative expense, respectively, for the fiscal quarter ended April 2, 2022. Stock-based compensation expense for the fiscal quarter ended April 3, 2021 was recorded in selling, general and administrative expense on the condensed consolidated statements of

operations. As of April 2, 2022, total unrecognized stock-based compensation expense related to all unvested stock-based awards was $64.1 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:


	Fiscal Quarter Ended
	April 2, 2022
Risk-free interest rate	1.79	%
Expected volatility	39.80	%
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 fiscal quarter ended April 2, 2022:


		Weighted-
		Average Grant-
	Shares	Date Fair Value
Outstanding at January 1, 2022	5,803,124	$	19.00
Granted	—		—
Vested	—		—
Forfeited	(53,961)		19.00
Outstanding at April 2, 2022	5,749,163	$	19.00

Restricted Stock Units

The following table represents the Company’s restricted stock units activity during the fiscal quarter ended April 2, 2022:


		Weighted-
		Average Grant-
	Shares	Date Fair Value
Outstanding at January 1, 2022	278,591	$	19.08
Granted	73,556		16.66
Vested	(78,341)		19.00
Forfeited	(2,806)		19.00
Outstanding at April 2, 2022	271,000	$	18.45

Stock Options

The following table represents the Company’s stock option activity during the fiscal quarter ended April 2, 2022:


			Weighted-	Weighted-
			Average	Average
		Exercise Price		Remaining	Aggregate
	Shares	per Share		Contract Term	Intrinsic Value
				(in years)	(in thousands)
Outstanding on January 1, 2022	822,886	$	19.08
Granted	1,114,637		15.65
Exercised	—		—
Forfeited	(3,308)		19.00
Outstanding at April 2, 2022	1,934,215	$	17.11	8.76	$	—
Vested and expected to vest at April 2, 2022	1,934,215	$	17.11	8.76	$	—
Options exercisable at April 2, 2022	—		—	—		—

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 fiscal quarter ended April 2, 2022 was $6.51 per share.

NET INCOME (LOSS) PER SHARE

3 Months Ended

Apr. 02, 2022

NET INCOME (LOSS) PER SHARE

NET INCOME (LOSS) PER SHARE

13. NET INCOME (LOSS) PER SHARE

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


	Fiscal Quarter Ended
	April 2, 2022		April 3, 2021
Numerator:
Net (loss) income attributable to common stockholders	$	(2,840)	$	8,533
Denominator:
Weighted-average common shares outstanding
Basic		113,698,513		109,069,310
Diluted		113,698,513		121,273,854
Net (loss) income per share attributable to common stockholders:
Basic	$	(0.02)	$	0.08
Diluted	$	(0.02)	$	0.07

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 (loss) per share because the effect was anti-dilutive:


	Fiscal Quarter Ended
	April 2, 2022	April 3, 2021
Restricted stock awards	2,166,308	—
Restricted stock units	147,606	—
Stock options	—	—

RELATED PARTY TRANSACTIONS

3 Months Ended

Apr. 02, 2022

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

14. 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 fiscal quarter ended April 2, 2022 and the year ended December 31, 2021, the Company incurred $0.3 million and $2.1 million, respectively, associated with services performed by BrightAI, which is recorded as construction in progress within property and equipment, net on the

condensed consolidated balance sheet as of April 2, 2022. As of both April 2, 2022 and December 31, 2021, the Company had accounts payable - related party to BrightAI of $0.9 million.

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 IPO.

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 the fiscal quarters ended April 2, 2022 and April 3, 2021. The Company did not reimburse any out-of-pocket costs or expenses to the Sponsor and Wynnchurch Capital, L.P. during both the fiscal quarters ended April 2, 2022 and April 3, 2021. As of both April 2, 2022 and December 31, 2021, there were no outstanding amounts payable to the Sponsor and Wynnchurch Capital, L.P.

SUBSEQUENT EVENTS

3 Months Ended

Apr. 02, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

15. SUBSEQUENT EVENTS

On May 10, 2022, the Company approved a stock repurchase program (the “Repurchase Program”), which authorized the Company to repurchase up to $100 million of the Company’s shares of common stock over the next three years. The Company may effect these repurchases in open market transactions, privately negotiated purchases or other acquisitions. The Company is not obligated to repurchase any of its shares of its common stock under the Repurchase Program and the timing and amount of any repurchases will depend on market conditions, the Company’s stock price, alternative uses of capital, the terms of the Company’s debt instruments and other factors.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Apr. 02, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Unaudited Interim Financial Information	Basis of Presentation The accompanying unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Unaudited Interim Financial Information The consolidated balance sheet at December 31, 2021 was derived from audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of April 2, 2022 and for the fiscal quarters ended April 2, 2022 and April 3, 2021 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with Latham Group, Inc.’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021 included in the Company’s 2021 Annual Report on Form 10-K, filed with the SEC on March 10, 2022 (the “Annual Report”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of these condensed consolidated financial statements. The Company’s results of operations for the fiscal quarter ended April 2, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022.
Use of Estimates	Use of Estimates The preparation of the Company’s condensed 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.
Segment Reporting	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.
Seasonality	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. Historically, 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.
Accounting Policies	Accounting Policies Refer to the Company’s Annual Report for a discussion of the Company’s accounting policies, as updated below for recently adopted accounting standards.
Recently Issued Accounting Pronouncements	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 how operating leases were accounted for under the prior guidance. 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. The Company adopted ASU 2016-02 on January 1, 2022 using the modified retrospective approach and elected the package of practical expedients to use in transition, which permitted us not to reassess, under the new standard, our prior conclusions about lease identification and lease classification. The adoption resulted in the addition of $33.5 million of operating lease right-of-use assets, and $34.0 million of operating lease liabilities, a decrease of $0.2 million to deferred rent and a decrease of $0.3 million to retained earnings for the cumulative effect of initially applying the new standard. The adoption did not have a material impact on the Company’s Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Stockholders’ Equity or Condensed Consolidated Statements of Cash Flows. See Note 9, “Leases” for additional information related to the Company’s leases and accounting policy elections. 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 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 adoption of this standard did not have an impact on the Company’s 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. 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. 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. The Company elected the optional expedient in connection with amending its interest rate swap to replace the reference rate from LIBOR to SOFR to consider the amendment as a continuation of the existing contract without having to perform an assessment that would otherwise be required under GAAP. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which amends ASC 805 by requiring acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination. For public entities, ASU 2021-08 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022. For all other entities, ASU 2021-08 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments, with early adoption permitted. The Company is currently evaluating ASU 2021-08 and its potential impact on our consolidated financial statements.

ACQUISITIONS (Tables)

3 Months Ended

Apr. 02, 2022

ACQUISITIONS

Summary of purchase price allocation


(in thousands)	November 24, 2021
Total consideration	$	91,109
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
Other long-term liabilities		2,920
Total liabilities assumed		5,702
Total fair value of net assets acquired, excluding goodwill:		77,007
Goodwill	$	14,102

Schedule of purchase price to specific intangible asset categories


	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

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Apr. 02, 2022

FAIR VALUE MEASUREMENTS

Schedule of financial liabilities at fair value on a recurring basis


	April 2, 2022				December 31, 2021
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
New Term Loan	$	314,141	$	309,429	$	—	$	—
Amended Term Loan	$	—	$	—	$	280,408	$	281,926

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)

3 Months Ended

Apr. 02, 2022

GOODWILL AND INTANGIBLE ASSETS, NET

Schedule of Intangible assets

Intangible assets, net as of April 2, 2022 consisted of the following (in thousands):


	April 2, 2022
	Gross		Foreign
	Carrying		Currency		Accumulated		Net
	Amount		Translation		Amortization		Amount
Trade names and trademarks	$	148,100	$	718	$	18,034	$	130,784
Patented technology		16,126		95		5,644		10,577
Technology		13,000		—		289		12,711
Pool designs		13,628		412		1,336		12,704
Franchise relationships		1,187		83		842		428
Dealer relationships		197,376		81		34,881		162,576
Backlog		1,600				640		960
Non-competition agreements		2,476		—		1,627		849
	$	393,493	$	1,389	$	63,293	$	331,589

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

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
Year Ended	Amortization Expense
Remainder of fiscal 2022	$	20,984
2023		26,528
2024		25,708
2025		25,550
2026		25,550
Thereafter		207,269
	$	331,589

INVENTORIES, NET (Tables)

3 Months Ended

Apr. 02, 2022

INVENTORIES, NET

Schedule of inventories, net

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


	April 2, 2022		December 31, 2021
Raw materials	$	92,333	$	77,510
Finished goods		47,734		32,046
	$	140,067	$	109,556

LONG-TERM DEBT (Tables)

3 Months Ended

Apr. 02, 2022

LONG-TERM DEBT

Components of the Company's outstanding debt obligations


	April 2, 2022		December 31, 2021
New Term Loan	$	325,000	$	—
Amended Term Loan		—		284,009
New Revolving Credit Facility		10,000		—
Less: Unamortized discount and debt issuance costs		(10,859)		(3,601)
Total debt		324,141		280,408
Less: Current portion of long-term debt		(3,250)		(17,220)
Total long-term debt	$	320,891	$	263,188

Principal payments due on the outstanding debt


Year Ended	Term Loan Facility
Remainder of fiscal 2022	$	2,438
2023		3,250
2024		3,250
2025		3,250
2026		3,250
Thereafter		319,562
	$	335,000

- 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

PRODUCT WARRANTIES (Tables)

3 Months Ended

Apr. 02, 2022

PRODUCT WARRANTIES

Warranty reserve activity

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


	Fiscal Quarter Ended
	April 2, 2022		April 3, 2021
Balance at the beginning of the year	$	4,909	$	2,882
Accruals for warranties issued		1,300		1,706
Less: Settlements made (in cash or in kind)		(1,074)		(1,077)
Balance at the end of the year	$	5,135	$	3,511

LEASES (Tables)

3 Months Ended

Apr. 02, 2022

LEASES

Summary of components of lease expense


	Fiscal Quarter Ended
	April 2, 2022
Operating lease expense	$	2,138
Short-term lease expense		20
Variable lease expense		178
Total lease expense	$	2,336

Schedule of supplemental lease information

The table below presents supplemental information related to leases as of April 2, 2022:


	April 2, 2022
Weighted-average remaining lease term (years)
Operating leases		6.3
Weighted-average discount rate
Operating leases		4.5	%

The table below presents supplemental information related to the cash flows for operating leases recorded on the condensed consolidated statements of cash flows (in thousands):


	Fiscal Quarter Ended
	April 2, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,785

Summary of maturities of operating lease liabilities


	Operating Leases
Remainder of fiscal 2022	$	6,534
2023		6,753
2024		6,155
2025		5,508
2026		4,416
Thereafter		10,386
Total lease payments		39,752
Less: Interest		(5,937)
Present value of lease liability	$	33,815

NET SALES (Tables)

3 Months Ended

Apr. 02, 2022

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):


	Fiscal Quarter Ended
	April 2, 2022		April 3, 2021
In-ground Swimming Pools	$	111,803	$	93,643
Covers		32,525		24,006
Liners		47,286		31,097
	$	191,614	$	148,746

STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Apr. 02, 2022

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:


	Fiscal Quarter Ended
	April 2, 2022
Risk-free interest rate	1.79	%
Expected volatility	39.80	%
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 fiscal quarter ended April 2, 2022:


		Weighted-
		Average Grant-
	Shares	Date Fair Value
Outstanding at January 1, 2022	5,803,124	$	19.00
Granted	—		—
Vested	—		—
Forfeited	(53,961)		19.00
Outstanding at April 2, 2022	5,749,163	$	19.00

Schedule of restricted stock units

The following table represents the Company’s restricted stock units activity during the fiscal quarter ended April 2, 2022:


		Weighted-
		Average Grant-
	Shares	Date Fair Value
Outstanding at January 1, 2022	278,591	$	19.08
Granted	73,556		16.66
Vested	(78,341)		19.00
Forfeited	(2,806)		19.00
Outstanding at April 2, 2022	271,000	$	18.45

Schedule of stock option activity

The following table represents the Company’s stock option activity during the fiscal quarter ended April 2, 2022:


			Weighted-	Weighted-
			Average	Average
		Exercise Price		Remaining	Aggregate
	Shares	per Share		Contract Term	Intrinsic Value
				(in years)	(in thousands)
Outstanding on January 1, 2022	822,886	$	19.08
Granted	1,114,637		15.65
Exercised	—		—
Forfeited	(3,308)		19.00
Outstanding at April 2, 2022	1,934,215	$	17.11	8.76	$	—
Vested and expected to vest at April 2, 2022	1,934,215	$	17.11	8.76	$	—
Options exercisable at April 2, 2022	—		—	—		—

NET INCOME (LOSS) PER SHARE (Tables)

3 Months Ended

Apr. 02, 2022

NET INCOME (LOSS) PER SHARE

Schedule of basic and diluted earnings (loss) per share

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


	Fiscal Quarter Ended
	April 2, 2022		April 3, 2021
Numerator:
Net (loss) income attributable to common stockholders	$	(2,840)	$	8,533
Denominator:
Weighted-average common shares outstanding
Basic		113,698,513		109,069,310
Diluted		113,698,513		121,273,854
Net (loss) income per share attributable to common stockholders:
Basic	$	(0.02)	$	0.08
Diluted	$	(0.02)	$	0.07

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


	Fiscal Quarter Ended
	April 2, 2022	April 3, 2021
Restricted stock awards	2,166,308	—
Restricted stock units	147,606	—
Stock options	—	—

NATURE OF THE BUSINESS - (Details) $ / shares in Units, $ in Thousands				3 Months Ended
	Jan. 11, 2022 USD ($) $ / shares shares	Apr. 27, 2021 USD ($) shares	Apr. 13, 2021	Apr. 02, 2022 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares shares
Business Acquisition [Line Items]
Stock split ratio			109,673.709
Common stock, shares authorized				900,000,000	900,000,000
Common stock, par value \| $ / shares				$ 0.0001	$ 0.0001
Proceeds from sale of common stock \| $				$ 257,663
Underwriting fees \| $				$ 11,437
Common stock issued for accounting purposes (in shares)				113,720,584	113,642,487
Common stock outstanding for accounting purposes (in shares)				113,720,584	113,642,487
IPO
Business Acquisition [Line Items]
Sale of common stock (in shares)		23,000,000
Net proceeds from the IPO \| $		$ 399,300
Underwriters Option
Business Acquisition [Line Items]
Sale of common stock (in shares)		3,000,000
Common stock, shares authorized	1,800,000
Secondary Offering [Member]
Business Acquisition [Line Items]
Common stock, shares authorized	13,800,000
Common stock, par value \| $ / shares	$ 0.0001
Shares issue price \| $ / shares	$ 19.50
Proceeds from sale of common stock \| $	$ 257,700
Underwriting fees \| $	11,400
Proceeds from sale of common stock, net of underwriting fees. \| $	$ 257,700
Number of shares Repurchased	13,800,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment Reporting (Details)	3 Months Ended
	Apr. 02, 2022 segment
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of operating segments	1
Number of reportable segments	1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Adoption of ASU 2016-02 (Details) - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021
Recently Issued Accounting Pronouncements
Operating lease right-of-use assets	$ 33,310
Operating lease liabilities	33,815
Retained earnings	$ (51,714)	$ (48,583)
ASU 2016-02 \| Adjustment
Recently Issued Accounting Pronouncements
Operating lease right-of-use assets		33,500
Operating lease liabilities		34,000
Deferred rent		(200)
Retained earnings		$ (300)

- Definition

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

+ References + Details

ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended
ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands	Nov. 25, 2021	Nov. 24, 2021	Apr. 02, 2022	Apr. 03, 2021
Business Acquisition [Line Items]
Proceeds from long term debt used to pay Acquisition consideration			$ 320,125	$ 172,813
Trojan Leisure Products, LLC d/b/a Radiant Pools
Business Acquisition [Line Items]
Business acquisition, cash consideration		$ 90,700
Cash acquired		200
Total purchase price, net of cash acquired		90,500
Proceeds from long term debt used to pay Acquisition consideration		50,000
Business acquisition, transaction costs		$ 2,900
Measurement period adjustment	$ 400

ACQUISITIONS - Purchase price allocation (Details) - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021	Nov. 24, 2021
Allocation of purchase price:
Goodwill	$ 129,592	$ 128,871
Trojan Leisure Products, LLC d/b/a Radiant Pools
Business Acquisition [Line Items]
Total consideration			$ 91,109
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
Other long-term liabilities			2,920
Total liabilities assumed			5,702
Total fair value of net assets acquired, excluding goodwill:			77,007
Goodwill			$ 14,102

ACQUISITIONS - Allocation of purchase price (Details) - Trojan Leisure Products, LLC d/b/a Radiant Pools $ in Thousands	3 Months Ended
	Apr. 02, 2022 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 72,500
Dealer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 37,000
Amortization Period	13 years
Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 13,000
Amortization Period	25 years
Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 13,000
Amortization Period	15 years
Pool designs
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 7,900
Amortization Period	15 years
Backlog
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 1,600
Amortization Period	10 months

FAIR VALUE MEASUREMENTS - Fair value of financial instruments (Details) - Level 2 - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021
New Term Loan Facility \| Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amount	$ 314,141
New Term Loan Facility \| Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amount	309,429
Amended Term Loan \| Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amount		$ 280,408
Amended Term Loan \| Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amount		281,926
Interest Rate Swap
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of interest rate swap asset	$ 3,300	$ 500

GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) - USD ($) $ in Thousands	Nov. 25, 2021	Apr. 02, 2022	Dec. 31, 2021	Nov. 24, 2021
Business Acquisition [Line Items]
Goodwill		$ 129,592	$ 128,871
Trojan Leisure Products, LLC d/b/a Radiant Pools
Business Acquisition [Line Items]
Goodwill				$ 14,102
Measurement period adjustment	$ 400

GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 393,493		$ 393,493
Finite Lived Intangible Assets, Accumulated Foreign Currency Translation Gain (Loss)	1,389		845
Accumulated Amortization	63,293		56,028
Net Amount	331,589		338,310
Amortization of Intangible Assets	7,192	$ 5,595
Trade names and trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	148,100		148,100
Finite Lived Intangible Assets, Accumulated Foreign Currency Translation Gain (Loss)	718		439
Accumulated Amortization	18,034		16,382
Net Amount	130,784		132,157
Patented technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	16,126		16,126
Finite Lived Intangible Assets, Accumulated Foreign Currency Translation Gain (Loss)	95		65
Accumulated Amortization	5,644		5,205
Net Amount	10,577		10,986
Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	13,000		13,000
Accumulated Amortization	289		72
Net Amount	12,711		12,928
Pool designs
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	13,628		13,628
Finite Lived Intangible Assets, Accumulated Foreign Currency Translation Gain (Loss)	412		265
Accumulated Amortization	1,336		1,101
Net Amount	12,704		12,792
Franchise relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,187		1,187
Finite Lived Intangible Assets, Accumulated Foreign Currency Translation Gain (Loss)	83		54
Accumulated Amortization	842		767
Net Amount	428		474
Dealer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	197,376		197,376
Finite Lived Intangible Assets, Accumulated Foreign Currency Translation Gain (Loss)	81		22
Accumulated Amortization	34,881		30,838
Net Amount	162,576		166,560
Backlog
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,600		1,600
Accumulated Amortization	640		160
Net Amount	960		1,440
Non-competition agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,476		2,476
Accumulated Amortization	1,627		1,503
Net Amount	$ 849		$ 973

GOODWILL AND INTANGIBLE ASSETS, NET - Amortization Expense (Details) - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of fiscal 2022	$ 20,984
2023	26,528
2024	25,708
2025	25,550
2026	25,550
Thereafter	207,269
Net Amount	$ 331,589	$ 338,310

INVENTORIES, NET (Details) - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021
INVENTORIES, NET
Raw materials	$ 92,333	$ 77,510
Finished goods	47,734	32,046
Inventory, Net, Total	$ 140,067	$ 109,556

LONG-TERM DEBT (Details) - USD ($) $ in Thousands	Feb. 23, 2022	Apr. 02, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Gross debt		$ 335,000
Less: Unamortized discount and debt issuance costs		(10,859)	$ (3,601)
Total debt		324,141	280,408
Less: Current portion of long-term debt		(3,250)	(17,220)
Total long-term debt		320,891	263,188
Repayment of debt	$ 294,000
New Revolving Credit Facility
Debt Instrument [Line Items]
Gross debt		10,000
Maximum borrowing capacity	75,000
New Term Loan Facility
Debt Instrument [Line Items]
Gross debt		325,000
Total debt		$ 314,100
Maximum borrowing capacity	$ 325,000
Amended Term Loan
Debt Instrument [Line Items]
Gross debt			$ 284,009

LONG-TERM DEBT - New Revolving Credit Facility (Details) - New Revolving Credit Facility - USD ($) $ in Millions	Feb. 23, 2022	Apr. 02, 2022
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 75.0
Commitment fee rate range, depending on leverage ratio	0.375%
Debt issuance costs	$ 0.8
Amount outstanding		$ 10.0
Minimum
Debt Instrument [Line Items]
Commitment fee rate range, depending on leverage ratio	0.25%
Maximum
Debt Instrument [Line Items]
Commitment fee rate range, depending on leverage ratio	0.50%
SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	3.50%
Canadian Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate	2.50%
EURIBOR or AUD Rate
Debt Instrument [Line Items]
Basis spread on variable rate	3.50%

LONG-TERM DEBT - New Term Loan Facility (Details) - USD ($) $ in Thousands		3 Months Ended
	Feb. 23, 2022	Apr. 02, 2022	Dec. 31, 2021	Dec. 18, 2018
Debt Instrument [Line Items]
Gross debt		$ 335,000
Amount outstanding, net of discount and issuance costs		324,141	$ 280,408
Discount and debt issuance costs		10,859	$ 3,601
New Term Loan Facility
Debt Instrument [Line Items]
Gross debt		325,000
Principal payments calculated as percent of outstanding principal	0.25%
Mandatory prepayment rate as a percentage of excess cash flow	50.00%
Mandatory prepayment rate as a percentage of non-permitted indebtedness	100.00%
Debt issuance costs	$ 6,100	6,000
Unamortized discount	4,900	4,800
Amount outstanding, net of discount and issuance costs		$ 314,100
Maximum borrowing capacity	$ 325,000
Effective interest rate		4.96%
New Term Loan Facility \| SOFR \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	3.75%
New Term Loan Facility \| SOFR \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	4.00%
New Term Loan Facility \| Base Rate \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	2.75%
New Term Loan Facility \| Base Rate \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	3.00%
Revolver
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 30,000

LONG-TERM DEBT - Term Loan Facility (Details) - USD ($) $ in Thousands	Apr. 02, 2022	Nov. 24, 2021	Jan. 25, 2021	Oct. 14, 2020	May 29, 2019
Debt Instrument [Line Items]
Gross debt	$ 335,000
Term loan
Debt Instrument [Line Items]
Gross debt					$ 215,000
Additional borrowings under amendment		$ 50,000	$ 175,000	$ 20,000	$ 23,000

LONG-TERM DEBT - Interest rate swap (Details) - Interest Rate Swap $ in Millions	Feb. 28, 2022 USD ($)
Derivative [Line Items]
Derivative notional amount	$ 200.0
SOFR
Derivative [Line Items]
Fixed borrowing rate	0.496%

LONG-TERM DEBT - Principal payments due (Details) $ in Thousands	Apr. 02, 2022 USD ($)
Principal payments due
Remainder of fiscal 2022	$ 2,438
2023	3,250
2024	3,250
2025	3,250
2026	3,250
Thereafter	319,562
Total payments due	$ 335,000

PRODUCT WARRANTIES (Details) - USD ($) $ in Thousands	3 Months Ended
PRODUCT WARRANTIES (Details) - USD ($) $ in Thousands	Apr. 02, 2022	Apr. 03, 2021
Movement in Standard Product Warranty Accrual [Roll Forward]
Balance at the beginning of the year	$ 4,909	$ 2,882
Accruals for warranties issued	1,300	1,706
Less: Settlements made (in cash or in kind)	(1,074)	(1,077)
Balance at the end of the year	$ 5,135	$ 3,511

LEASES - Lease expense (Details) - USD ($) $ in Thousands	3 Months Ended
LEASES - Lease expense (Details) - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021
Leases
Retained earnings	$ (51,714)	$ (48,583)
Components of lease expense:
Operating lease expense	2,138
Short-term lease expense	20
Variable lease expense	178
Total lease expense	$ 2,336
ASU 2016-02 \| Adjustment
Leases
Retained earnings		$ (300)

- Definition

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

+ References + Details

LEASES - Supplemental information (Details) $ in Thousands	3 Months Ended
LEASES - Supplemental information (Details) $ in Thousands	Apr. 02, 2022 USD ($)
Weighted-average remaining lease term (years)
Operating leases	6 years 3 months 18 days
Weighted-average discount rate
Operating leases	4.50%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 1,785

LEASES - Maturities of operating lease liabilities (Details) $ in Thousands	Apr. 02, 2022 USD ($)
LEASES
Remainder of fiscal 2022	$ 6,534
2023	6,753
2024	6,155
2025	5,508
2026	4,416
Thereafter	10,386
Total	39,752
Less: Interest	(5,937)
Present value of lease liability	$ 33,815

NET SALES (Details) - USD ($) $ in Thousands	3 Months Ended
NET SALES (Details) - USD ($) $ in Thousands	Apr. 02, 2022	Apr. 03, 2021
Disaggregation of Revenue [Line Items]
Net sales	$ 191,614	$ 148,746
In-ground Swimming Pools
Disaggregation of Revenue [Line Items]
Net sales	111,803	93,643
Covers
Disaggregation of Revenue [Line Items]
Net sales	32,525	24,006
Liners
Disaggregation of Revenue [Line Items]
Net sales	$ 47,286	$ 31,097

- 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

INCOME TAXES (Details)	3 Months Ended
INCOME TAXES (Details)	Apr. 02, 2022	Apr. 03, 2021
INCOME TAXES
Effective income tax rate	215.10%	25.30%

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Apr. 12, 2021	Apr. 02, 2022	Apr. 03, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance	13,170,212
Maximum grant date fair value of cash and equity awards that may be awarded to a non-employee director	$ 750,000
Stock-based compensation expense		$ 16,900	$ 1,500
Total unrecognized stock-based compensation expense		$ 64,100
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		$ 6.51
Cost of sales
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 1,200
Selling, general and administrative expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 15,700

STOCK-BASED COMPENSATION - Weighted average basis for fair value option award granted (Details)	3 Months Ended
	Apr. 02, 2022
STOCK-BASED COMPENSATION.
Risk-free interest rate	1.79%
Expected volatility	39.80%
Expected term (in years)	6 years 3 months
Expected dividend yield	0.00%

STOCK-BASED COMPENSATION - Restricted Stock Awards (Details) - Restricted stock awards	3 Months Ended
	Apr. 02, 2022 $ / shares shares
Shares
Balance at beginning \| shares	5,803,124
Granted \| shares
Vested \| shares
Forfeited \| shares	(53,961)
Balance at ending \| shares	5,749,163
Weighted-Average Grant Date Fair Value
Balance at beginning \| $ / shares	$ 19.00
Granted \| $ / shares
Vested \| $ / shares
Forfeited \| $ / shares	19.00
Balance at ending \| $ / shares	$ 19.00

STOCK-BASED COMPENSATION - Restricted Stock Units (Details) - Restricted stock units	3 Months Ended
	Apr. 02, 2022 $ / shares shares
Shares
Balance at beginning \| shares	278,591
Granted \| shares	73,556
Vested \| shares	(78,341)
Forfeited \| shares	(2,806)
Balance at ending \| shares	271,000
Weighted-Average Grant Date Fair Value
Balance at beginning \| $ / shares	$ 19.08
Granted \| $ / shares	16.66
Vested \| $ / shares	19.00
Forfeited \| $ / shares	19.00
Balance at ending \| $ / shares	$ 18.45

STOCK-BASED COMPENSATION - Stock Options (Details) - Stock options - USD ($)	3 Months Ended	12 Months Ended
	Apr. 02, 2022	Dec. 31, 2021
Shares
Outstanding at the beginning	822,886
Granted	1,114,637
Forfeited	(3,308)
Outstanding at the end	1,934,215	822,886
Vested and expected to vest	1,934,215
Options exercisable at the end
Weighted-Average Exercise Price per Share
Outstanding at the beginning (in dollars per share)	$ 19.08
Granted (in dollars per share)	15.65
Forfeited (in dollars per share)	19.00
Outstanding at the end (in dollars per share)	17.11	$ 19.08
Vested and expected to vest at the end (in dollars per share)	17.11
Options exercisable at the end (in dollars per share)
Weighted-Average Remaining Contract Term
Outstanding at the end (in years)	8 years 9 months 3 days	0 years
Vested and expected to vest at the end (in years)	8 years 9 months 3 days
Options exercisable at the end (in years)	0 years
Options exercisable at the end (in dollars)

NET INCOME (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Numerator:
Net (loss) income attributable to common stockholders	$ (2,840)	$ 8,533
Weighted-average common shares outstanding
Basic	113,698,513	109,069,310
Diluted	113,698,513	121,273,854
Net (loss) income per share attributable to common stockholders
Basic	$ (0.02)	$ 0.08
Diluted	$ (0.02)	$ 0.07
Restricted stock awards
Net (loss) income per share attributable to common stockholders
Potentially dilutive securities outstanding	2,166,308
Restricted stock units
Net (loss) income per share attributable to common stockholders
Potentially dilutive securities outstanding	147,606

RELATED PARTY TRANSACTIONS - Bright AI Services (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Apr. 02, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Accounts payable - related party	$ 900	$ 850
Bright AI Services
Related Party Transaction [Line Items]
Accounts payable - related party	900	900
Bright AI Services \| Development Of Internal Use Software
Related Party Transaction [Line Items]
Costs incurred	$ 300	$ 2,100

RELATED PARTY TRANSACTIONS - Expense Reimbursement and Management Fees (Details) - Sponsor - Management Fee Arrangement - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Maximum annual reimbursement	$ 1,000
Management fees incurred	0	$ 0
Amounts payable	$ 0		$ 0

SUBSEQUENT EVENTS (Details) - Subsequent Event - Repurchase Program [Member] $ in Millions	May 10, 2022 USD ($)
SUBSEQUENT EVENTS
Amount authorized	$ 100
Term of repurchase program	3 years