10 unchanged sentences
(in thousands, except share and per share data)
+Added: September 28,
Current assets:
25 unchanged sentences
Preferred stock, $ 0.0001 par value;
−Removed: 100,000,000 shares authorized as of both June 29, 2024 and December 31, 2023;
−Removed: no shares issued and outstanding as of both June 29, 2024 and December 31, 2023
+Added: 100,000,000 shares authorized as of both September 28, 2024 and December 31, 2023;
+Added: no shares issued and outstanding as of both September 28, 2024 and December 31, 2023
Common stock, $ 0.0001 par value;
−Removed: 900,000,000 shares authorized as of June 29, 2024 and December 31, 2023;
−Removed: 115,577,103 and 114,871,782 shares issued and outstanding , as of June 29, 2024 and December 31, 2023, respectively
+Added: 900,000,000 shares authorized as of September 28, 2024 and December 31, 2023;
+Added: 115,592,865 and 114,871,782 shares issued and outstanding , as of September 28, 2024 and December 31, 2023, respectively
Additional paid-in capital
8 unchanged sentences
Fiscal Quarter Ended
−Removed: Two Fiscal Quarters Ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Three Fiscal Quarters Ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Cost of sales
3 unchanged sentences
Interest expense, net
−Removed: Other expense (income), net
+Added: Other (income) expense, net
Total other expense, net
Earnings from equity method investment
−Removed: Income (loss) before income taxes
−Removed: Income tax expense
+Added: Income before income taxes
+Added: Income tax (benefit) expense
Net income (loss)
6 unchanged sentences
Fiscal Quarter Ended
−Removed: Two Fiscal Quarters Ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Three Fiscal Quarters Ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Net income (loss)
19 unchanged sentences
Balances at July 1, 2023
+Added: Foreign currency translation adjustments
+Added: Retirement of restricted stock
+Added: Issuance of common stock
+Added: Stock-based compensation expense
+Added: Balances at September 30, 2023
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
13 unchanged sentences
Balances at June 29, 2024
+Added: Foreign currency translation adjustments
+Added: Issuance of common stock upon release of restricted stock units
+Added: Stock-based compensation expense
+Added: Balances at September 28, 2024
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2 unchanged sentences
(in thousands)
−Removed: Two Fiscal Quarters Ended
+Added: Three Fiscal Quarters Ended
+Added: September 28,
+Added: September 30,
Cash flows from operating activities:
20 unchanged sentences
Purchases of property and equipment
+Added: Acquisition of business, net of cash acquired
Net cash used in investing activities
14 unchanged sentences
Purchases of property and equipment included in accounts payable and accrued expenses
−Removed: Capitalized internal-use software included in accounts payable – related party
Right-of-use operating and finance lease assets obtained in exchange for lease liabilities
20 unchanged sentences
The unaudited condensed consolidated balance sheet at December 31, 2023 was derived from audited financial statements but does not include all disclosures required by GAAP.
−Removed: The accompanying unaudited condensed consolidated financial statements as of June 29, 2024 and for the fiscal quarter and two fiscal quarters ended June 29, 2024 and July 1, 2023, respectively, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements.
+Added: The accompanying unaudited condensed consolidated financial statements as of September 28, 2024 and for the fiscal quarter and three fiscal quarters ended September 28, 2024 and September 30, 2023, respectively, 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.
1 unchanged sentence
In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of these condensed consolidated financial statements, have been included.
−Removed: The Company’s results of operations for the fiscal quarter and two fiscal quarters ended June 29, 2024 are not necessarily indicative of the results of operations that may be expected for the fiscal year ending December 31, 2024 or other interim periods thereof.
+Added: The Company’s results of operations for the fiscal quarter and three fiscal quarters ended September 28, 2024 are not necessarily indicative of the results of operations that may be expected for the fiscal year ending December 31, 2024 or other interim periods thereof.
Use of Estimates
5 unchanged sentences
Changes in estimates are recorded in the period in which they become known.
−Removed: Reclassifications
−Removed: Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes.
Although the Company generally has demand for its products throughout the fiscal year, its business is seasonal and weather is one of the principal external factors affecting the business.
23 unchanged sentences
The Company is currently evaluating ASU 2024-01 and its potential impact on the condensed consolidated financial statements.
+Added: Coverstar Central, LLC
+Added: On August 2, 2024 (the “Acquisition Date”), Latham Pool Products acquired Coverstar Central, LLC (“Coverstar Central”) for total consideration of $ 71.0 million (the “Coverstar Central Acquisition”).
+Added: The total consideration included $ 66.1 million in cash (including an estimated net working capital adjustment of $ 0.8 million) and a non-cash settlement of preexisting obligations of $ 4.9 million.
+Added: Preexisting relationships are effectively settled since such a relationship becomes intercompany upon the acquisition and is eliminated in post-combination financial statements.
+Added: The cash consideration was funded with cash on hand.
+Added: The Company incurred $ 0.9 million in transaction costs.
+Added: The results of Coverstar Central’s operations have been included in the condensed consolidated financial statements since that date.
+Added: Coverstar Central is an automatic safety cover dealer based in the United States.
+Added: The acquisition allows for vertical integration of the Company’s automatic safety cover product category.
+Added: Additionally, the acquisition provides the Company with an increase in dealer and franchise relationships.
+Added: The Company accounted for the Coverstar Central Acquisition using the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations (“ASC 805”).
+Added: This requires that the assets acquired and liabilities assumed be measured at fair value.
+Added: Inventories were valued using the comparative sales method.
+Added: Specific to intangible assets, backlog and customer relationships were valued using the multi-period excess earnings method.
+Added: The Company recorded the assets acquired and liabilities assumed at their respective fair values as of the Acquisition Date.
+Added: The fair value of assets acquired and liabilities assumed recorded in the condensed consolidated financial statements may be subject to adjustment pending completion of final evaluation.
+Added: These fair value estimates will be reevaluated and adjusted, if needed, during the measurement period of up to one year from the Acquisition Date, and recorded as adjustments to goodwill.
+Added: The following summarizes the preliminary allocation for the Company’s acquisition of Coverstar Central as of September 28, 2024:
+Added: (in thousands)
+Added: August 2, 2024
+Added: Total consideration
+Added: Trade receivables
+Added: Prepaid expenses and other current assets
+Added: Property and equipment
+Added: Intangible assets
+Added: Deferred tax assets
+Added: Total assets acquired, excluding goodwill
+Added: Accounts payable
+Added: Accrued expenses and other current liabilities
+Added: Total liabilities assumed
+Added: Total fair value of net assets acquired, excluding goodwill
+Added: The excess of the total consideration over the fair value of the identifiable assets acquired and the liabilities assumed in the acquisition was allocated to goodwill in the amount of $ 21.6 million.
+Added: Goodwill resulting from the acquisition was attributable to vertical integration, the expanded market share and broader geographical footprint.
+Added: The goodwill recognized is not deductible for tax purposes.
+Added: The Company allocated a portion of the total consideration to specific intangible asset categories as follows:
+Added: Definite-lived intangible assets:
+Added: (in thousands)
+Added: Period (in years)
+Added: Dealer relationships
+Added: Order backlog
+Added: The following are the incremental net sales and incremental net loss from Coverstar Central included in the Company’s results from the Acquisition Date through September 28, 2024:
+Added: (in thousands)
+Added: Pro Forma Financial Information (Unaudited)
+Added: The following pro forma financial information presents the statements of operations of the Company with Coverstar Central as if the acquisition occurred on January 1, 2023.
+Added: The pro forma results do not include any anticipated synergies, cost savings or other expected benefits of the acquisition.
+Added: The pro forma financial information is not necessarily indicative of what the financial results would have been had the acquisition been completed on January 1, 2023 and is not necessarily indicative of the Company’s future financial results.
+Added: Three Fiscal Quarters Ended
+Added: September 28,
+Added: September 30,
+Added: (in thousands)
+Added: The pro forma financial information presented above reflects the effects as a result of the acquisition, including the amortization expense from acquired intangible assets, the additional cost of sales from acquired inventory, the elimination of intercompany transactions and the removal of certain costs (primarily payroll costs) that would not have occurred and any related tax effects.
+Added: Transaction costs for Coverstar Central are reflected within pro forma net income for the three fiscal quarters ended September 30, 2023.
FAIR VALUE MEASUREMENTS
12 unchanged sentences
market approach, income approach or cost approach.
−Removed: There were no transfers between fair value measurement levels during the two fiscal quarters ended June 29, 2024 or July 1, 2023.
+Added: There were no transfers between fair value measurement levels during the three fiscal quarters ended September 28, 2024 or September 30, 2023.
Assets and liabilities measured at fair value on a nonrecurring basis
8 unchanged sentences
The following table sets forth the carrying amount and fair value of its Term Loan (in thousands):
−Removed: June 29, 2024
+Added: September 28, 2024
December 31, 2023
2 unchanged sentences
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.
−Removed: As of June 29, 2024 and December 31, 2023, the fair value of the Company’s interest rate swap was an asset of $ 0.9 million and a liability of $ 1.2 million, respectively, which were recorded within other assets and other long-term liabilities, respectively, on the condensed consolidated balance sheets.
+Added: As of September 28, 2024 and December 31, 2023, the fair value of the Company’s interest rate swap was a liability of $ 2.1 million and $ 1.2 million, respectively, which were recorded within other long-term liabilities on the condensed consolidated balance sheets.
GOODWILL AND INTANGIBLE ASSETS, NET
−Removed: The carrying amount of goodwill as of June 29, 2024 and as of December 31, 2023 was $ 131.2 million and $ 131.4 million, respectively.
−Removed: The change in the carrying value during the two fiscal quarters ended June 29, 2024 was solely because of fluctuations in foreign currency exchange rates.
+Added: The carrying amount of goodwill as of September 28, 2024 and as of December 31, 2023 was $ 153.0 million and $ 131.4 million, respectively.
+Added: The change in the carrying value during the three fiscal quarters ended September 28, 2024 was primarily driven by an addition of $ 21.6 million relating to the Coverstar Central Acquisition.
Intangible Assets
−Removed: Intangible assets, net as of June 29, 2024 consisted of the following (in thousands):
−Removed: June 29, 2024
+Added: Intangible assets, net as of September 28, 2024 consisted of the following (in thousands):
+Added: September 28, 2024
Trade names and trademarks
4 unchanged sentences
Non-competition agreements
−Removed: The Company recognized $ 6.4 million and $ 12.8 million of amortization expense related to intangible assets during the fiscal quarter and two fiscal quarters ended June 29, 2024.
−Removed: The Company recognized $ 6.6 million and $ 13.3 million of amortization expense related to intangible assets during the fiscal quarter and two fiscal quarters ended July 1, 2023.
+Added: The Company recognized $ 7.0 million and $ 19.8 million of amortization expense related to intangible assets during the fiscal quarter and three fiscal quarters ended September 28, 2024, respectively.
+Added: The Company recognized $ 6.6 million and $ 19.9 million of amortization expense related to intangible assets during the fiscal quarter and three fiscal quarters ended September 30, 2023, respectively.
Intangible assets, net as of December 31, 2023 consisted of the following (in thousands):
12 unchanged sentences
Inventories, net consisted of the following (in thousands):
−Removed: June 29, 2024
+Added: September 28, 2024
December 31, 2023
3 unchanged sentences
The components of the Company’s outstanding long-term debt obligations consisted of the following (in thousands):
−Removed: June 29, 2024
+Added: September 28, 2024
December 31, 2023
5 unchanged sentences
Dollar senior secured term loan facility (the “Term Loan”) in an initial principal amount of $ 325.0 million.
−Removed: As of June 29, 2024, the Company was in compliance with all financial covenants under the Credit Agreement.
+Added: As of September 28, 2024, the Company was in compliance with all financial covenants under the Credit Agreement.
Revolving Credit Facility
5 unchanged sentences
Loans outstanding under the Revolving Credit Facility denominated in Euros or Australian Dollars bear interest based on EURIBOR or the AUD Rate (each, as defined in the Credit Agreement), respectively, plus a margin of 3.50 %.
−Removed: A commitment fee accrues on any unused portion of the commitments under the Revolving
−Removed: Credit Facility.
+Added: A commitment fee accrues on any unused portion of the commitments under the Revolving Credit Facility.
The commitment fee is due and payable quarterly in arrears, and initially was 0.375 % per annum and thereafter accrues at a rate per annum ranging from 0.25 % to 0.50 %, depending on the First Lien Net Leverage Ratio (as defined in the Credit Agreement).
4 unchanged sentences
There are also negative covenants, including certain restrictions on the Company’s and its subsidiaries’ 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, make dividend payments, loans, or advances to the Company, declare dividends and make restricted payments and other distributions.
−Removed: As of June 29, 2024, there were no outstanding borrowings on the Revolving Credit Facility and $ 75.0 million was available for future borrowing.
+Added: As of September 28, 2024, there were no outstanding borrowings on the Revolving Credit Facility and $ 75.0 million was available for future borrowing.
The Term Loan matures on February 23, 2029.
2 unchanged sentences
The Credit Agreement contains customary mandatory prepayment provisions for the Term Loan, 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.
−Removed: During the two fiscal quarters ended June 29, 2024, the Company made a payment of $ 18.0 million.
−Removed: Outstanding borrowings as of June 29, 2024 were $ 282.4 million, net of unamortized discount and debt issuance costs of $ 7.3 million.
+Added: During the three fiscal quarters ended September 28, 2024, the Company made a payment of $ 18.0 million.
+Added: Outstanding borrowings as of September 28, 2024 were $ 282.8 million, net of unamortized discount and debt issuance costs of $ 6.9 million.
In connection with the Term Loan, the Company is subject to various negative, reporting, financial, and other covenants, including maintaining specific liquidity measurements.
−Removed: As of June 29, 2024, the unamortized debt issuance costs and discount on the Term Loan were $ 4.1 million and $ 3.3 million, respectively.
−Removed: The effective interest rate was 9.98 % at June 29, 2024, including the impact of the Company’s interest rate swaps.
+Added: As of September 28, 2024, the unamortized debt issuance costs and discount on the Term Loan were $ 3.9 million and $ 3.1 million, respectively.
+Added: The effective interest rate was 9.22 % at September 28, 2024, including the impact of the Company’s interest rate swaps.
Interest Rate Risk
18 unchanged sentences
The warranty reserve activity consisted of the following (in thousands):
−Removed: Two Fiscal Quarters Ended
−Removed: June 29, 2024
+Added: Three Fiscal Quarters Ended
+Added: September 28, 2024
+Added: September 30, 2023
Balance at the beginning of the fiscal year
11 unchanged sentences
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.
−Removed: The components of lease expense for the fiscal quarter and two fiscal quarters ended June 29, 2024 and July 1, 2023 were as follows (in thousands):
+Added: The components of lease expense for the fiscal quarter and three fiscal quarters ended September 28, 2024 and September 30, 2023 were as follows (in thousands):
Fiscal Quarter Ended
−Removed: Two Fiscal Quarters Ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Three Fiscal Quarters Ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Operating lease expense
4 unchanged sentences
Total lease expense
−Removed: Operating and finance lease right-of-use assets and lease-related liabilities as of June 29, 2024 and December 31, 2023 were as follows (in thousands):
−Removed: June 29, 2024
+Added: Operating and finance lease right-of-use assets and lease-related liabilities as of September 28, 2024 and December 31, 2023 were as follows (in thousands):
+Added: September 28, 2024
December 31, 2023
15 unchanged sentences
Total lease liabilities
−Removed: The table below presents supplemental information related to leases as of June 29, 2024 and December 31, 2023:
−Removed: June 29, 2024
+Added: The table below presents supplemental information related to leases as of September 28, 2024 and December 31, 2023:
+Added: September 28, 2024
December 31, 2023
6 unchanged sentences
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):
−Removed: Two Fiscal Quarters Ended
−Removed: June 29, 2024
+Added: Three Fiscal Quarters Ended
+Added: September 28, 2024
+Added: September 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
−Removed: The following table summarizes fiscal year maturities of operating lease liabilities as of June 29, 2024 (in thousands):
+Added: The following table summarizes fiscal year maturities of operating lease liabilities as of September 28, 2024 (in thousands):
Operating Leases
5 unchanged sentences
Fiscal Quarter Ended
−Removed: Two Fiscal Quarters Ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Three Fiscal Quarters Ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
In-ground Swimming Pools
−Removed: The effective income tax rate for the fiscal quarter and two fiscal quarters ended June 29, 2024 was 3.2 % and 15.2 %, respectively, compared to 46.1 % and ( 29.2 )% for the fiscal quarter and two fiscal quarters ended July 1, 2023.
+Added: The effective income tax rate for the fiscal quarter and three fiscal quarters ended September 28, 2024 was ( 0.7 )% and 7.6 %, respectively, compared to 52.1 % and 140.7 %, respectively, for the fiscal quarter and three fiscal quarters ended September 30, 2023.
The differences between the U.S.
−Removed: federal statutory income tax rate and our effective income tax rates for the fiscal quarter ended June 29, 2024 and the fiscal quarter ended July 1, 2023 were primarily attributable to the impacts of stock-based compensation expense and foreign income.
+Added: federal statutory income tax rate and the Company’s effective income tax rates for the fiscal quarter ended September 28, 2024 and the fiscal quarter ended September 30, 2023 were primarily attributable to the impacts of stock-based compensation expense and foreign income.
STOCKHOLDERS’ EQUITY
3 unchanged sentences
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.
−Removed: As of June 29, 2024, $ 77.0 million remained available for share repurchases pursuant to the Repurchase Program.
−Removed: The Company did not repurchase any shares of its common stock during the fiscal quarter ended June 29, 2024.
+Added: As of September 28, 2024, $ 77.0 million remained available for share repurchases pursuant to the Repurchase Program.
+Added: The Company did not repurchase any shares of its common stock during the fiscal quarter ended September 28, 2024.
The Company accounts for the excess of the repurchase price over the par value of shares acquired as a reduction to additional paid-in capital.
2 unchanged sentences
The 2021 Omnibus Equity Plan provides for the issuance of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units and other stock-based and cash-based awards.
−Removed: The maximum grant date fair value of cash and equity awards that may be awarded to a
−Removed: non-employee director under the 2021 Omnibus Equity Plan during any one fiscal year, together with any cash fees paid to such non-employee director during such fiscal year, is $ 750,000 .
+Added: The maximum grant date fair value of cash and equity awards that may be awarded to a non-employee director under the 2021 Omnibus Equity Plan during any one fiscal year, together with any cash fees paid to such non-employee director during such fiscal year, is $ 750,000 .
On May 2, 2023, at the 2023 annual meeting of stockholders of the Company, the stockholders approved the first amendment (the “First Amendment”) to the 2021 Omnibus Equity Plan, which was previously approved by the Board of Directors of the Company.
5 unchanged sentences
Fiscal Quarter Ended
−Removed: Two Fiscal Quarters Ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Three Fiscal Quarters Ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Cost of sales
Selling, general, and administrative
−Removed: As of June 29, 2024, total unrecognized stock-based compensation expense related to all unvested stock-based awards was $ 12.8 million, which is expected to be recognized over a weighted-average period of 2.1 years.
+Added: As of September 28, 2024, total unrecognized stock-based compensation expense related to all unvested stock-based awards was $ 11.6 million, which is expected to be recognized over a weighted-average period of 2.0 years.
Restricted Stock Awards
−Removed: The following table represents the Company’s restricted stock awards activity during the two fiscal quarters ended June 29, 2024:
+Added: The following table represents the Company’s restricted stock awards activity during the three fiscal quarters ended September 28, 2024:
Average Grant-
1 unchanged sentence
Outstanding at January 1, 2024
−Removed: Outstanding at June 29, 2024
+Added: Outstanding at September 28, 2024
Restricted Stock Units
−Removed: The following table represents the Company’s restricted stock units activity during the two fiscal quarters ended June 29, 2024:
+Added: The following table represents the Company’s restricted stock units activity during the three fiscal quarters ended September 28, 2024:
Average Grant-
1 unchanged sentence
Outstanding at January 1, 2024
−Removed: Outstanding at June 29, 2024
+Added: Outstanding at September 28, 2024
Stock Options
−Removed: The following table represents the Company’s stock options activity during the two fiscal quarters ended June 29, 2024:
+Added: The following table represents the Company’s stock options activity during the three fiscal quarters ended September 28, 2024:
Exercise Price
3 unchanged sentences
Outstanding at January 1, 2024
−Removed: Outstanding at June 29, 2024
−Removed: Vested and expected to vest at June 29, 2024
−Removed: Options exercisable at June 29, 2024
+Added: Outstanding at September 28, 2024
+Added: Vested and expected to vest at September 28, 2024
+Added: Options exercisable at September 28, 2024
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 .
4 unchanged sentences
On May 2, 2023, following stockholder approval of the First Amendment, the foregoing stock appreciation right awards became effective without condition.
−Removed: The following table represents the Company’s stock appreciation rights activity during the two fiscal quarters ended June 29, 2024:
+Added: The following table represents the Company’s stock appreciation rights activity during the three fiscal quarters ended September 28, 2024:
Exercise Price
3 unchanged sentences
Outstanding at January 1, 2024
−Removed: Outstanding at June 29, 2024
−Removed: Vested and expected to vest at June 29, 2024
−Removed: Stock appreciation rights exercisable at June 29, 2024
+Added: Outstanding at September 28, 2024
+Added: Vested and expected to vest at September 28, 2024
+Added: Stock appreciation rights exercisable at September 28, 2024
The aggregate intrinsic value of stock appreciation rights is calculated as the difference between the strike price of the stock appreciation rights and the fair value of the Company’s common stock for those stock appreciation rights that had strike prices lower than the fair value of the Company’s common stock.
Performance Stock Units
−Removed: During the two fiscal quarters ended June 29, 2024, the Compensation Committee of the Board of Directors approved the grant of performance stock units (“PSUs”) as a portion of the annual equity award to the Company’s executive officers.
+Added: During the three fiscal quarters ended September 28, 2024, the Compensation Committee of the Board of Directors approved the grant of performance stock units (“PSUs”) as a portion of the annual equity award to the Company’s executive officers.
The PSUs will be earned at 0 % to 200 % of the target PSUs (with 100 % of PSUs being earned at target performance, and linear interpolation between threshold and target and maximum performance) based on the Company’s achievement of Adjusted EBITDA, as defined in the award agreement, over a one -fiscal year performance period ending December 31, 2024.
4 unchanged sentences
Compensation expense related to unvested PSUs is recognized ratably over the service period.
−Removed: The following table represents the Company’s PSU activity during the two fiscal quarters ended June 29, 2024:
+Added: The following table represents the Company’s PSU activity during the three fiscal quarters ended September 28, 2024:
Outstanding at January 1, 2024
Adjustment for expected performance achievement (1)
−Removed: Outstanding at June 29, 2024 (2)
−Removed: (1) Represents the adjustment to previously granted PSUs based on the Company’s performance expectations as of June 29, 2024.
−Removed: (2) An additional 443,100 PSUs could potentially be included if the maximum performance level of 200 % is earned for all PSUs outstanding as of June 29, 2024.
+Added: Outstanding at September 28, 2024 (2)
+Added: (1) Represents the adjustment to previously granted PSUs based on the Company’s performance expectations as of September 28, 2024.
+Added: (2) An additional 443,100 PSUs could potentially be included if the maximum performance level of 200 % is earned for all PSUs outstanding as of September 28, 2024.
NET INCOME (LOSS) PER SHARE
1 unchanged sentence
Fiscal Quarter Ended
−Removed: Two Fiscal Quarters Ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Three Fiscal Quarters Ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Net income (loss) attributable to common stockholders
1 unchanged sentence
Net income (loss) per share attributable to common stockholders:
−Removed: As of June 29, 2024 and December 31, 2023, 115,555,660 and 114,828,896 shares of common stock were issued and outstanding for accounting purposes, respectively.
+Added: As of September 28, 2024 and December 31, 2023, 115,571,422 and 114,828,896 shares of common stock were issued and outstanding for accounting purposes, respectively.
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
−Removed: Two Fiscal Quarters Ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Three Fiscal Quarters Ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Restricted stock awards
8 unchanged sentences
In December 2022, the Company executed an additional agreement with BrightAI for the provision of hardware to run the technology developed by BrightAI and the Company.
−Removed: During the two fiscal quarters ended June 29, 2024 and July 1, 2023, the Company incurred no material amounts and $ 0.8 million, respectively, associated with services performed by BrightAI, which was recorded as construction in progress within property and equipment, net on the condensed consolidated balance sheet as of July 1, 2023.
+Added: During the three fiscal quarters ended September 28, 2024 and September 30, 2023, the Company incurred no material amounts and $ 0.8 million, respectively, associated with services performed by BrightAI, which was recorded as construction in progress within property and equipment, net on the condensed consolidated balance sheet as of September 30, 2023.
As of December 31, 2023, the Company had no accounts payable related to BrightAI.
−Removed: RESTRUCTURING COSTS
−Removed: During the second and third fiscal quarters of 2023, the Company initiated an additional plan focused on efforts to improve efficiencies and decrease costs.
−Removed: The plan involved a reduction in the Company’s workforce as well as closures of various manufacturing facilities.
−Removed: The Company had an exit or disposal cost related liability of less than $ 0.1 million as of June 29, 2024 and $ 0.2 million as of December 31, 2023.
−Removed: SUBSEQUENT EVENT
−Removed: On August 2, 2024, the Company completed a stock acquisition of CoverStar Central, LLC.
−Removed: (“CoverStar Central”), the Company’s exclusive dealer of automatic safety covers in 29 states – mainly in the center of the U.S.
−Removed: The purchase price was $ 64.5 million, subject to certain adjustments, including for working capital as compared to an agreed target and transaction expenses.
−Removed: The Company fully funded the transaction with cash on hand.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.