3 unchanged sentences
Condensed Consolidated Statements of Operations
−Removed: Condensed Consolidated Statements of Comprehensive Loss
+Added: Condensed Consolidated Statements of Comprehensive Income
Condensed Consolidated Statements of Stockholders’ Equity
30 unchanged sentences
Preferred stock, $ 0.0001 par value;
−Removed: 100,000,000 shares authorized as of both March 29, 2025 and December 31, 2024;
−Removed: no shares issued and outstanding as of both March 29, 2025 and December 31, 2024
+Added: 100,000,000 shares authorized as of both June 28, 2025 and December 31, 2024;
+Added: no shares issued and outstanding as of both June 28, 2025 and December 31, 2024
Common stock, $ 0.0001 par value;
−Removed: 900,000,000 shares authorized as of March 29, 2025 and December 31, 2024;
−Removed: 116,362,977 and 115,764,839 shares issued and outstanding, as of March 29, 2025 and December 31, 2024, respectively
+Added: 900,000,000 shares authorized as of June 28, 2025 and December 31, 2024;
+Added: 116,536,129 and 115,764,839 shares issued and outstanding , as of June 28, 2025 and December 31, 2024, respectively
Additional paid-in capital
8 unchanged sentences
Fiscal Quarter Ended
−Removed: March 29, 2025
−Removed: March 30, 2024
+Added: Two Fiscal Quarters Ended
+Added: June 28, 2025
+Added: June 29, 2024
+Added: June 28, 2025
+Added: June 29, 2024
Cost of sales
Selling, general, and administrative expense
−Removed: Loss from operations
+Added: Income from operations
Other expense:
3 unchanged sentences
Earnings from equity method investment
−Removed: Loss before income taxes
−Removed: Income tax (benefit) expense
−Removed: Net loss per share attributable to common stockholders:
+Added: Income before income taxes
+Added: Income tax expense
+Added: Net income per share attributable to common stockholders:
Weighted-average common shares outstanding – basic and diluted
1 unchanged sentence
Latham Group, Inc.
−Removed: Condensed Consolidated Statements of Comprehensive Loss
+Added: Condensed Consolidated Statements of Comprehensive Income
(in thousands)
Fiscal Quarter Ended
−Removed: March 29, 2025
−Removed: March 30, 2024
−Removed: Other comprehensive income (loss), net of tax:
+Added: Two Fiscal Quarters Ended
+Added: June 28, 2025
+Added: June 29, 2024
+Added: June 28, 2025
+Added: June 29, 2024
+Added: Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments
−Removed: Total other comprehensive income (loss), net of tax
−Removed: Comprehensive loss
+Added: Total other comprehensive (loss) income, net of tax
+Added: Comprehensive income
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
9 unchanged sentences
Balances at March 30, 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 June 29, 2024
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
10 unchanged sentences
Balances at March 29, 2025
+Added: Foreign currency translation adjustments
+Added: Issuance of common stock upon release of restricted stock units
+Added: Common stock withheld for taxes on restricted stock units
+Added: Stock-based compensation expense
+Added: Balances at June 28, 2025
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2 unchanged sentences
(in thousands)
−Removed: Fiscal Quarter Ended
+Added: Two Fiscal Quarters Ended
Cash flows from operating activities:
−Removed: Adjustments to reconcile net loss to net cash used in operating activities:
+Added: Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization
15 unchanged sentences
Other long-term liabilities
−Removed: Net cash used in operating activities
+Added: Net cash (used in) provided by operating activities
Cash flows from investing activities :
5 unchanged sentences
Proceeds from borrowings on revolving credit facility
+Added: Payments on revolving credit facilities
Repayments of finance lease obligations
Common stock withheld for taxes on restricted stock units
−Removed: Net cash provided by (used in) financing activities
+Added: Net cash used in financing activities
Effect of exchange rate changes on cash
22 unchanged sentences
The unaudited condensed consolidated balance sheet at December 31, 2024 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 March 29, 2025 and for the fiscal quarters ended March 29, 2025 and March 30, 2024, 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 June 28, 2025 and for the fiscal quarter and two fiscal quarters ended June 28, 2025 and June 29, 2024, 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 ended March 29, 2025 are not necessarily indicative of the results of operations that may be expected for the fiscal year ending December 31, 2025 or other interim periods thereof.
+Added: The Company’s results of operations for the fiscal quarter and two fiscal quarters ended June 28, 2025 are not necessarily indicative of the results of operations that may be expected for the fiscal year ending December 31, 2025 or other interim periods thereof.
Use of Estimates
14 unchanged sentences
Improvements to Income Tax Disclosures (“ASU 2023-09”), in an effort to enhance the transparency and decision usefulness of income tax disclosures.
−Removed: For all entities, ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.
−Removed: The a mendments should be applied prospectively with retrospective application permitted.
+Added: For all entities, ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025.
+Added: The amendments should be applied prospectively with retrospective application permitted.
Early adoption is also permitted.
15 unchanged sentences
The amendments should be applied retrospectively to all prior periods presented in the financial statements, with early adoption permitted.
−Removed: Adoption of the new standard did not have an impact on the Company’s condensed consolidated financial statements.
+Added: Adoption of this standard did not have an impact on the Company’s condensed consolidated financial statements.
Coverstar Central, LLC
45 unchanged sentences
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.
−Removed: Transaction costs for Coverstar Central are reflected within pro forma net loss for the fiscal quarter ended March 30, 2024.
+Added: Transaction costs for Coverstar Central are reflected within pro forma net income for the two fiscal quarters ended June 29, 2024.
Other Business Combinations
−Removed: During the fiscal quarter ended March 29, 2025, the Company completed the acquisition of two autocover dealers located in New York and Tennessee that qualified as a business combination.
+Added: During the two fiscal quarters ended June 28, 2025, the Company completed the acquisition of two autocover dealers located in New York and Tennessee that qualified as a business combination.
This transaction resulted in an increase to goodwill and intangibles, but was not material to our condensed consolidated financial statements, and as a result, additional business combination disclosures for this acquisition have been omitted.
13 unchanged sentences
market approach, income approach or cost approach.
−Removed: There were no transfers between fair value measurement levels during the fiscal quarters ended March 29, 2025 and March 30, 2024.
+Added: There were no transfers between fair value measurement levels during the two fiscal quarters ended June 28, 2025 or June 29, 2024.
Assets and liabilities measured at fair value on a nonrecurring basis
7 unchanged sentences
The following table sets forth the carrying amount and fair value of the term loans (in thousands):
−Removed: March 29, 2025
+Added: June 28, 2025
December 31, 2024
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 March 29, 2025 and December 31, 2024, the Company’s interest rate swap was a liability of $ 0.7 million and $ 0.4 million, respectively, which were recorded within other long-term liabilities on the condensed consolidated balance sheets.
+Added: As of June 28, 2025 and December 31, 2024, the Company’s interest rate swap was a liability of $ 1.0 million and $ 0.4 million, respectively, which were recorded within other long-term liabilities on the condensed consolidated balance sheets.
+Added: See Note 7 for further detail.
GOODWILL AND INTANGIBLE ASSETS, NET
−Removed: The carrying amount of goodwill as of March 29, 2025 and as of December 31, 2024 was $ 154.7 million and $ 152.6 million, respectively.
−Removed: The change in the carrying value during the fiscal quarter ended March 29, 2025 was primarily driven by acquisitions made in the first fiscal quarter of 2025.
+Added: The carrying amount of goodwill as of June 28, 2025 and as of December 31, 2024 was $ 155.0 million and $ 152.6 million, respectively.
+Added: The change in the carrying value during the two fiscal quarters ended June 28, 2025 was primarily driven by acquisitions made in the first fiscal quarter of 2025.
Intangible Assets
−Removed: Intangible assets, net as of March 29, 2025 consisted of the following (in thousands):
−Removed: March 29, 2025
+Added: Intangible assets, net as of June 28, 2025 consisted of the following (in thousands):
+Added: June 28, 2025
Trade names and trademarks
4 unchanged sentences
Non-competition agreements
−Removed: The Company recognized $ 7.2 million of amortization expense related to intangible assets during the fiscal quarter ended March 29, 2025.
−Removed: The Company recognized $ 6.4 million of amortization expense related to intangible assets during the fiscal quarter ended March 30, 2024.
−Removed: The change in the carrying value of dealer relationships is driven by the acquisitions made in the first fiscal quarter of 2025.
+Added: The Company recognized $ 7.3 million and $ 14.5 million of amortization expense related to intangible assets during the fiscal quarter and two fiscal quarters ended June 28, 2025, respectively.
+Added: 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, respectively.
+Added: The change in the carrying value of dealer relationships is driven by the acquisitions made in the two fiscal quarters of 2025.
Intangible assets, net as of December 31, 2024 consisted of the following (in thousands):
12 unchanged sentences
Inventories, net consisted of the following (in thousands):
−Removed: March 29, 2025
+Added: June 28, 2025
December 31, 2024
3 unchanged sentences
The components of the Company’s outstanding long-term debt obligations consisted of the following (in thousands):
−Removed: March 29, 2025
+Added: June 28, 2025
December 31, 2024
7 unchanged sentences
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.
−Removed: As of March 29, 2025, the Company was in compliance with all financial covenants under the Credit Agreement.
Revolving Credit Facility
6 unchanged sentences
A commitment fee accrues on any unused portion of the commitments under the Revolving Credit Facility.
−Removed: 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, the “First Lien Net Leverage Ratio”).
+Added: 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).
Borrowings under the Revolving Credit Facility are not subject to amortization and are due at maturity.
1 unchanged sentence
The debt issuance costs were recorded within other assets on the condensed consolidated balance sheet and are being amortized over the life of the Revolving Credit Facility.
−Removed: As of March 29, 2025, there was $ 25.0 million of outstanding borrowings on the Revolving Credit Facility and $ 50.0 million was available for future borrowing.
+Added: On June 12, 2025, the Company repaid the $ 25.0 million of outstanding borrowings on the Revolving Credit Facility.
+Added: As of June 28, 2025, there were no outstanding borrowings on the Revolving Credit Facility and $ 75.0 million was available for future borrowing.
Pursuant to the Credit Agreement, Latham Pool Products borrowed $ 325.0 million in term loans.
2 unchanged sentences
Loans under the Term Loan are subject to scheduled quarterly amortization payments of $ 812,500 , equal to 0.25 % of the initial principal amount of the Term Loan.
−Removed: The Term Loan 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.
−Removed: During the fiscal quarter ended March 30, 2024, the Company made a pre-payment of $ 18.0 million in addition to the required annual payments of $ 3.3 million.
+Added: The Term Loan contains customary mandatory prepayment provisions, including requirements to make mandatory prepayments with 50 % of any excess cash flow and with 100 % of
+Added: 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.
+Added: During the two fiscal quarters ended June 29, 2024, the Company made a pre-payment of $ 18.0 million in addition to the required annual payments of $ 3.3 million.
No additional pre-payments are expected to be made during the year ending December 31, 2025.
−Removed: Outstanding borrowings as of March 29, 2025 were $ 281.9 million, net of discount and debt issuance costs of $ 6.2 million.
+Added: Outstanding borrowings as of June 28, 2025 were $ 281.5 million, net of unamortized discount and debt issuance costs of $ 5.8 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 March 29, 2025, the unamortized debt issuance costs and discount on the Term Loan were $ 3.4 million and $ 2.7 million, respectively.
−Removed: The effective interest rate was 9.31 % at March 29, 2025, including the impact of the Company’s interest rate swap.
+Added: As of June 28, 2025, the unamortized debt issuance costs and discount on the Term Loan were $ 3.2 million and $ 2.6 million, respectively.
+Added: The effective interest rate was 9.24 % at June 28, 2025, including the impact of the Company’s interest rate swap.
Interest Rate Risk
−Removed: Interest rate risk associated with the Credit Agreement is mitigated partially through an interest rate swap.
−Removed: The Company entered into an interest rate swap that was executed on March 10, 2023.
−Removed: The swap has an effective date of May 18, 2023 and a termination date of May 18, 2026.
−Removed: Under the terms of the swap, the Company fixed its SOFR borrowing rate at 4.3725 % on a notional amount of $ 161.0 million.
+Added: Interest rate risk associated with the Credit Agreement is mitigated partially through interest rate swaps.
+Added: The Company entered into an interest rate swap that was executed on March 10, 2023 (the “2023 Interest Rate Swap”).
+Added: The 2023 Interest Rate Swap had an effective date of May 18, 2023 and a termination date of May 18, 2026.
+Added: Under the terms of the 2023 Interest Rate Swap, the Company fixed its SOFR borrowing rate at 4.3725 % on a notional amount of $ 161.0 million.
+Added: The 2023 Interest Rate Swap was not designated as a hedging instrument for accounting purposes (see Note 4).
+Added: Additionally, the Company entered into a new interest rate swap that was executed on June 4, 2025 (the “2025 Interest Rate Swap”).
+Added: As part of the 2025 Interest Rate Swap, the Company terminated the 2023 Interest Rate Swap prior to its May 18, 2026 termination date.
+Added: The 2025 Interest Rate Swap became effective on May 19, 2025 and has a termination date of May 18, 2027.
+Added: Under the terms of the 2025 Interest Rate Swap, the Company fixed its SOFR borrowing rate at 3.92 % on a notional amount of $ 140.0 million.
The 2025 Interest Rate Swap is not designated as a hedging instrument for accounting purposes (see Note 4).
9 unchanged sentences
The warranty reserve activity consisted of the following (in thousands):
−Removed: Fiscal Quarter Ended
−Removed: March 29, 2025
−Removed: March 30, 2024
+Added: Two Fiscal Quarters Ended
+Added: June 28, 2025
+Added: June 29, 2024
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 quarters ended March 29, 2025 and March 30, 2024 were as follows (in thousands):
+Added: The components of lease expense for the fiscal quarter and two fiscal quarters ended June 28, 2025 and June 29, 2024 were as follows (in thousands):
Fiscal Quarter Ended
−Removed: March 29, 2025
−Removed: March 30, 2024
+Added: Two Fiscal Quarters Ended
+Added: June 28, 2025
+Added: June 29, 2024
+Added: June 28, 2025
+Added: June 29, 2024
Operating lease expense
4 unchanged sentences
Total lease expense
−Removed: Operating and finance lease right-of-use assets and lease-related liabilities as of March 29, 2025 and December 31, 2024 were as follows (in thousands):
−Removed: March 29, 2025
+Added: Operating and finance lease right-of-use assets and lease-related liabilities as of June 28, 2025 and December 31, 2024 were as follows (in thousands):
+Added: June 28, 2025
December 31, 2024
15 unchanged sentences
Total lease liabilities
−Removed: The table below presents supplemental information related to leases as of March 29, 2025 and December 31, 2024:
−Removed: March 29, 2025
+Added: The table below presents supplemental information related to leases as of June 28, 2025 and December 31, 2024:
+Added: June 28, 2025
December 31, 2024
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: Fiscal Quarter Ended
−Removed: March 29, 2025
−Removed: March 30, 2024
+Added: Two Fiscal Quarters Ended
+Added: June 28, 2025
+Added: June 29, 2024
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 March 29, 2025 (in thousands):
+Added: The following table summarizes fiscal year maturities of operating lease liabilities as of June 28, 2025 (in thousands):
Operating Leases
5 unchanged sentences
Fiscal Quarter Ended
−Removed: March 29, 2025
−Removed: March 30, 2024
+Added: Two Fiscal Quarters Ended
+Added: June 28, 2025
+Added: June 29, 2024
+Added: June 28, 2025
+Added: June 29, 2024
In-ground Swimming Pools
−Removed: The effective income tax rate for the fiscal quarter ended March 29, 2025 was 40.6 % compared to ( 7.2 )% for the fiscal quarter ended March 30, 2024.
+Added: The effective income tax rate for the fiscal quarter and two fiscal quarters ended June 28, 2025 was 24.3 % and 9.5 %, respectively, compared to 3.2 % and 15.2 %, respectively, for the fiscal quarter and two fiscal quarters ended June 29, 2024.
The differences between the U.S.
−Removed: federal statutory income tax rate and the Company’s effective income tax rates for the fiscal quarter ended March 29, 2025 and the fiscal quarter ended March 30, 2024 were primarily attributable to the discrete impact of stock-based compensation expense for which there is no associated tax benefit and the effects of branch accounting for Latham Canada.
−Removed: STOCKHOLDERS’ EQUITY
−Removed: Repurchase Program
−Removed: On May 10, 2022, the Board of Directors of the Company (the “Board”) approved a stock repurchase program (the “Repurchase Program”), which authorizes the Company to repurchase up to $ 100 million of the Company’s shares of common stock by May 2025.
−Removed: The Company may effect these repurchases in open market transactions, privately negotiated purchases, or other acquisitions.
−Removed: 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 March 29, 2025, $ 77.0 million remained available for share repurchases pursuant to the Repurchase Program.
−Removed: The Company did no t repurchase any shares of its common stock during the fiscal quarter ended March 29, 2025.
−Removed: 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.
+Added: federal statutory income tax rate and the Company’s effective income tax rates for the fiscal quarter ended June 28, 2025 and the fiscal quarter ended June 29, 2024 were primarily attributable to the discrete impact of stock-based compensation expense for which there is no associated tax benefit and the effects of branch accounting for Latham Canada.
+Added: On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law in the U.S.
+Added: The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.
+Added: The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.
+Added: The Company is currently assessing OBBBA’s impact on its consolidated financial statements.
STOCK-BASED COMPENSATION
3 unchanged sentences
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 .
−Removed: On May 2, 2023, at the 2023 annual meeting of stockholders of the Company, the stockholders approved the first amendment (the “Equity Plan First Amendment”) to the 2021 Omnibus Equity Plan, which was previously approved by the Board.
+Added: On May 2, 2023, at the 2023 annual meeting of stockholders of the Company, the stockholders approved the first amendment (the “Equity Plan First Amendment”) to the 2021 Omnibus Equity Plan, which was previously approved by the Board of Directors of the Company (the “Board”).
The Equity Plan First Amendment became effective upon stockholder approval, and provides for (i) an increase by 8,000,000 shares of the share pool, i.e.
−Removed: the maximum number of shares of the Company’s common stock that may be issued pursuant to awards granted under the 2021 Omnibus Equity Plan, (ii) a prohibition on recycling of shares withheld or remitted to pay taxes for all awards, (iii) a minimum vesting period of one year for all awards, with an exception for shares representing 5 % of the share pool, and (iv) a prohibition on the transfer of stock options and stock appreciation rights for value or to third-party financial institutions without stockholder approval.
+Added: the maximum number of shares of the Company’s common stock that may be issued pursuant to awards granted under the 2021 Omnibus Equity Plan, (ii) a prohibition on recycling shares withheld or remitted to pay taxes for all awards, (iii) a minimum vesting period of one year for all awards, with an exception for shares representing 5 % of the share pool and (iv) a prohibition on the transfer of stock options and stock appreciation rights for value or to third-party financial institutions without stockholder approval.
Except as amended by the Equity Plan First Amendment, the other terms of the 2021 Omnibus Equity Plan remain in full force and effect.
2 unchanged sentences
Fiscal Quarter Ended
−Removed: March 29, 2025
−Removed: March 30, 2024
+Added: Two Fiscal Quarters Ended
+Added: June 28, 2025
+Added: June 29, 2024
+Added: June 28, 2025
+Added: June 29, 2024
Selling, general, and administrative
−Removed: As of March 29, 2025, total unrecognized stock-based compensation expense related to all unvested stock-based awards was $ 15.7 million, which is expected to be recognized over a weighted-average period of 2.2 years.
+Added: As of June 28, 2025, total unrecognized stock-based compensation expense related to all unvested stock-based awards was $ 12.6 million, which is expected to be recognized over a weighted-average period of 2.0 years.
Restricted Stock Units
−Removed: The following table represents the Company’s restricted stock units activity during the fiscal quarter ended March 29, 2025:
+Added: The following table represents the Company’s restricted stock units activity during the two fiscal quarters ended June 28, 2025:
Average Grant-
1 unchanged sentence
Outstanding at January 1, 2025
−Removed: Outstanding at March 29, 2025
+Added: ( 1,123,711 )
+Added: Outstanding at June 28, 2025
Stock Options
−Removed: The following table represents the Company’s stock option activity during the fiscal quarter ended March 29, 2025:
+Added: The following table represents the Company’s stock options activity during the two fiscal quarters ended June 28, 2025:
Exercise Price
3 unchanged sentences
Outstanding at January 1, 2025
−Removed: Outstanding at March 29, 2025
−Removed: Vested and expected to vest at March 29, 2025
−Removed: Options exercisable at March 29, 2025
+Added: Outstanding at June 28, 2025
+Added: Vested and expected to vest at June 28, 2025
+Added: Options exercisable at June 28, 2025
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 .
Stock Appreciation Rights
−Removed: The following table represents the Company’s stock appreciation rights activity during the quarter ended March 29, 2025:
+Added: The following table represents the Company’s stock appreciation rights activity during the two fiscal quarters ended June 28, 2025:
Exercise Price
3 unchanged sentences
Outstanding at January 1, 2025
−Removed: Outstanding at March 29, 2025
−Removed: Vested and expected to vest at March 29, 2025
−Removed: Stock appreciation rights exercisable at March 29, 2025
+Added: Outstanding at June 28, 2025
+Added: Vested and expected to vest at June 28, 2025
+Added: Stock appreciation rights exercisable at June 28, 2025
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 fiscal quarter ended March 29, 2025 the Compensation Committee of the Board approved the grant of performance stock units (“PSUs”) as a portion of the annual equity award to the Company’s executive officers.
−Removed: Thirty-three percent of the target number of PSUs awarded on the date of grant will be earned annually at 0 % to 200 % of the target number of PSUs based on the Company’s achievement of Adjusted EBITDA (with 100 % of PSUs being earned at target performance, and linear interpolation between threshold and target and maximum performance) as defined in the award agreement, for each year of the three-year performance period beginning January 1, 2025 and ending December 31, 2027.
+Added: During the two fiscal quarters ended June 28, 2025, the Compensation Committee of the Board approved the grant of performance stock units (“PSUs”) as a portion of the annual equity award to the Company’s executive officers.
+Added: Thirty-three percent of the target number of PSUs awarded on the grant date will be earned annually at 0 % to 200 % of the target number of PSUs based on the Company’s achievement of Adjusted EBITDA (with 100 % of PSUs being earned at target performance, and linear interpolation between threshold and target and maximum performance) as defined in the award agreement, for each year of the three-year performance period beginning January 1, 2025 and ending December 31, 2027.
Any earned PSUs cliff vest on the third anniversary of the grant date.
Adjusted EBITDA is considered a performance condition and the grant date fair value corresponds with management’s expectation of the probable outcome of the performance condition as of the grant date.
−Removed: The grant date fair value is determined based on the fair market value of the Company’s stock at market close on the grant date multiplied by the target number of shares subject to the award and adjusted for management's expectation of the probable outcome of the performance condition.
+Added: The grant date fair value was determined based on the fair market value of the Company’s stock at market close on the grant date multiplied by the target number of shares subject to the award and adjusted for management’s expectation of the probable outcome of the performance condition.
The probability of achieving the performance criteria is assessed quarterly during the performance period.
Compensation expense related to unvested PSUs is recognized ratably over the performance period.
−Removed: The following table represents the Company’s PSU activity during the fiscal quarter ended March 29, 2025:
+Added: The following table represents the Company’s PSU activity during the two fiscal quarters ended June 28, 2025:
Outstanding at January 1, 2025
Adjustment for performance achievement (1)
−Removed: Outstanding at March 29, 2025
−Removed: (1) Represents the adjustment to previously granted PSUs based on performance expectations as of the end of each respective fiscal year.
−Removed: (2) An additional 325,613 PSUs could potentially be included if the maximum performance level of 200 % is earned for all PSUs granted during the fiscal quarter ended March 29, 2025.
−Removed: NET LOSS PER SHARE
−Removed: Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data):
+Added: Outstanding at June 28, 2025 (2)
+Added: (1) Represents the adjustment to previously granted PSUs based on the Company’s performance expectations as of the end of each respective fiscal year.
+Added: (2) An additional 292,870 PSUs could potentially be included if the maximum performance level of 200 % is earned for all PSUs granted on or after January 1, 2025 and outstanding as of June 28, 2025.
+Added: NET INCOME PER SHARE
+Added: Basic and diluted net income per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data):
Fiscal Quarter Ended
−Removed: March 29, 2025
−Removed: March 30, 2024
−Removed: Net loss attributable to common stockholders
+Added: Two Fiscal Quarters Ended
+Added: June 28, 2025
+Added: June 29, 2024
+Added: June 28, 2025
+Added: June 29, 2024
+Added: Net income attributable to common stockholders
Weighted-average common shares outstanding
−Removed: Net loss per share attributable to common stockholders:
−Removed: As of March 29, 2025 and December 31, 2024, 116,362,977 and 115,764,839 shares of common stock were issued and outstanding, respectively.
−Removed: 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 loss per share because the effect was anti-dilutive:
+Added: Net income per share attributable to common stockholders:
+Added: As of June 28, 2025 and December 31, 2024, 116,536,129 and 115,764,839 shares of common stock were issued and outstanding, respectively.
+Added: The following table includes the number of shares that may be dilutive common shares in the future that were not included in the computation of diluted net income per share because the effect was anti-dilutive:
Fiscal Quarter Ended
−Removed: March 29, 2025
−Removed: March 30, 2024
+Added: Two Fiscal Quarters Ended
+Added: June 28, 2025
+Added: June 29, 2024
+Added: June 28, 2025
+Added: June 29, 2024
Restricted stock awards
10 unchanged sentences
Fiscal Quarter Ended
−Removed: March 29, 2025
−Removed: March 30, 2024
+Added: Two Fiscal Quarters Ended
+Added: June 28, 2025
+Added: June 29, 2024
+Added: June 28, 2025
+Added: June 29, 2024
Other cost of sales (1)
8 unchanged sentences
Earnings from equity method investment
−Removed: Income tax (benefit) expense
+Added: Income tax expense
(1) Other cost of sales includes total cost of sales (as presented in the condensed consolidated statements of operations) excluding depreciation, stock-based compensation, restructuring charges, and strategic initiative costs.
3 unchanged sentences
(5) Represents acquisition and integration costs as well as other costs related to potential transactions.
−Removed: (6) Represents costs related to a cost reduction plan that includes severance and other costs for our executive management changes and additional costs related to our cost reduction plans, which include further actions to reduce our manufacturing overhead by reducing headcount in addition to facility shutdowns.
+Added: (6) Represents costs that include severance and other expenses for our executive management changes.
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.