Latham (SWIM) 10-Q9 May 232023 Q1 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Apr. 01, 2023	May 05, 2023
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Apr. 01, 2023
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	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		114,789,027
Entity Central Index Key	0001833197
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Apr. 01, 2023	Dec. 31, 2022
Current assets:
Cash	$ 55,016	$ 32,626
Trade receivables, net	102,374	48,847
Inventories, net	149,555	165,220
Income tax receivable	5,132	2,316
Prepaid expenses and other current assets	6,579	5,998
Total current assets	318,656	255,007
Property and equipment, net	105,167	98,184
Equity method investment	25,132	25,095
Deferred tax assets	7,867	7,762
Operating lease right-of-use assets	36,927	38,308
Goodwill	131,196	131,383
Intangible assets, net	302,299	309,215
Other assets	2,408	4,729
Total assets	929,652	869,683
Current liabilities:
Accounts payable	48,835	25,449
Accounts payable - related party	367	358
Current maturities of long-term debt	3,250	3,250
Current operating lease liabilities	7,084	6,923
Accrued expenses and other current liabilities	46,747	50,885
Total current liabilities	106,283	86,865
Long-term debt, net of discount, debt issuance costs, and current portion	357,211	309,631
Deferred income tax liabilities, net	50,181	50,181
Liability for uncertain tax positions	7,248	7,123
Non-current operating lease liabilities	30,905	32,391
Other long-term liabilities	2,777	702
Total liabilities	554,605	486,893
Commitments and contingencies
Stockholders' equity:
Common stock, $0.0001 par value; 900,000,000 shares authorized as of April 1, 2023 and December 31, 2022; 114,690,053 and 114,667,975 shares issued and outstanding, as of April 1, 2023 and December 31, 2022, respectively	11	11
Additional paid-in capital	447,649	440,880
Accumulated deficit	(68,936)	(54,568)
Accumulated other comprehensive loss	(3,677)	(3,533)
Total stockholders' equity	375,047	382,790
Total liabilities and stockholders' equity	$ 929,652	$ 869,683

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Apr. 01, 2023	Dec. 31, 2022
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
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	900,000,000	900,000,000
Common stock, shares issued	114,690,053	114,667,975
Common stock, shares outstanding	114,690,053	114,667,975

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2023	Apr. 02, 2022
Condensed Consolidated Statements of Operations
Net sales	$ 137,719	$ 191,614
Cost of sales	104,349	120,960
Gross profit	33,370	70,654
Selling, general and administrative expense	33,057	45,225
Underwriting fees related to offering of common stock		11,437
Amortization	6,632	7,192
(Loss) income from operations	(6,319)	6,800
Other expense (income):
Interest expense	10,804	1,765
Loss on extinguishment of debt		3,465
Other expense (income), net	210	(355)
Total other expense, net	11,014	4,875
Earnings from equity method investment	37	542
(Loss) income before income taxes	(17,296)	2,467
Income tax (benefit) expense	(2,928)	5,307
Net loss	$ (14,368)	$ (2,840)
Net loss per share attributable to common stockholders:
Basic	$ (0.13)	$ (0.02)
Diluted	$ (0.13)	$ (0.02)
Weighted-average common shares outstanding - basic and diluted
Basic	112,102,198	113,698,513
Diluted	112,102,198	113,698,513

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2023	Apr. 02, 2022
Condensed Consolidated Statements of Comprehensive Loss
Net loss	$ (14,368)	$ (2,840)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(144)	1,220
Total other comprehensive (loss) income, net of tax	(144)	1,220
Comprehensive loss	$ (14,512)	$ (1,620)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Deficit	Accumulated Other Comprehensive Income	Cumulative Effect, Period of Adoption, Adjustment	Total
Balance, beginning of period at Dec. 31, 2021	$ 12	$ 401,846	$ (291)	$ (48,583)	$ 370	$ (291)	$ 353,645
Balance, beginning of period (in shares) at Dec. 31, 2021	119,445,611
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss				(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		(51,714)	1,590		380,096
Balance, end of period (in shares) at Apr. 02, 2022	119,469,747
Balance, beginning of period at Dec. 31, 2022	$ 11	440,880		(54,568)	(3,533)		382,790
Balance, beginning of period (in shares) at Dec. 31, 2022	114,667,975
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss				(14,368)			(14,368)
Foreign currency translation adjustments					(144)		(144)
Issuance of common stock upon release of restricted stock units (in shares)	22,078
Stock-based compensation expense		6,769					6,769
Balance, end of period at Apr. 01, 2023	$ 11	$ 447,649		$ (68,936)	$ (3,677)		$ 375,047
Balance, end of period (in shares) at Apr. 01, 2023	114,690,053

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2023	Apr. 02, 2022
Cash flows from operating activities:
Net loss	$ (14,368)	$ (2,840)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	9,258	9,494
Amortization of deferred financing costs and debt discount	430	280
Non-cash lease expense	1,877	1,780
Change in fair value of interest rate swap	4,866	(2,781)
Stock-based compensation expense	6,769	16,925
Underwriting fees related to offering of common stock		11,437
Loss on extinguishment of debt		3,465
Other non-cash, net	2,560	1,374
Earnings from equity method investment	(37)	(542)
Changes in operating assets and liabilities:
Trade receivables	(55,286)	(78,947)
Inventories	15,615	(30,490)
Prepaid expenses and other current assets	(593)	(790)
Income tax receivable	(2,816)	(26)
Other assets	(1,225)	(328)
Accounts payable	20,947	17,494
Accrued expenses and other current liabilities	(3,190)	(3,234)
Other long-term liabilities	717	261
Net cash used in operating activities	(14,476)	(57,468)
Cash flows from investing activities:
Purchases of property and equipment	(9,942)	(6,666)
Net cash used in investing activities	(9,942)	(6,666)
Cash flows from financing activities:
Proceeds from long-term debt borrowings		320,125
Payments on long-term debt borrowings	(813)	(284,009)
Proceeds from borrowings on revolving credit facilities	48,000	20,000
Payments on revolving credit facility		(10,000)
Deferred financing fees paid		(6,865)
Proceeds from the issuance of common stock		257,663
Repayments of finance lease obligations	(101)
Repurchases and retirements of common stock		(257,663)
Net cash provided by financing activities	47,086	39,251
Effect of exchange rate changes on cash	(278)	(411)
Net increase (decrease) in cash	22,390	(25,294)
Cash at beginning of period	32,626	43,952
Cash at end of period	55,016	18,658
Supplemental cash flow information:
Cash paid for interest	5,123	1,628
Income taxes paid, net	637	578
Supplemental disclosure of non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable and accrued expenses	5,849	337
Capitalized internal-use software included in accounts payable - related party	359	900
Right-of-use operating and finance lease assets obtained in exchange for lease liabilities	$ 1,625	$ 33,839

NATURE OF THE BUSINESS

NATURE OF THE BUSINESS	3 Months Ended
NATURE OF THE BUSINESS	Apr. 01, 2023
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”), 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Apr. 01, 2023
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 unaudited condensed consolidated balance sheet at December 31, 2022 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 1, 2023 and for the fiscal quarters ended April 1, 2023 and April 2, 2022 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 fiscal year ended December 31, 2022 included in the Company’s 2022 Annual Report on Form 10-K, filed with the SEC on March 7, 2023 (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, have been included. The Company’s results of operations for the fiscal quarter ended April 1, 2023 are not necessarily indicative of the results of operations that may be expected for the fiscal year ending December 31, 2023. 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 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. Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes. Seasonality 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. Historically, net sales and net income are highest during the second and third fiscal quarters, representing the peak months of swimming pool use, pool installation, and remodeling and repair activities. Severe weather may also affect net sales in all periods. Significant Accounting Policies Refer to the Annual Report for a discussion of the Company’s significant accounting policies, as updated below. 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 June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments — Credit Losses Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
FAIR VALUE MEASUREMENTS	Apr. 01, 2023
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	3. 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 quarter ended April 1, 2023 or April 2, 2022. 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 and 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 because of the short-term maturities of these instruments. Term loan The Company’s term loan (see Note 6) is carried at amortized cost; however, the Company estimates the fair value of the term loan for disclosure purposes. The fair value of the term loan is determined using inputs based on observable market data of a non-public exchange, which are classified as Level 2 inputs. The following table sets forth the carrying amount and fair value of its term loan (in thousands): April 1, 2023 December 31, 2022 Carrying Estimated Carrying Estimated Value Fair Value Value Fair Value Term Loan $ 312,461 $ 287,464 $ 312,881 $ 290,979 Interest rate swaps The Company estimates the fair value of interest rate swaps (see Note 6) on a fiscal 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 1, 2023 and December 31, 2022, the net fair value of the Company’s interest rate swaps was a $1.4 million liability and a $3.5 million asset, respectively, which were recorded within other long-term liabilities and other assets on the condensed consolidated balance sheets, respectively.

GOODWILL AND INTANGIBLE ASSETS,

GOODWILL AND INTANGIBLE ASSETS, NET	3 Months Ended
GOODWILL AND INTANGIBLE ASSETS, NET	Apr. 01, 2023
GOODWILL AND INTANGIBLE ASSETS, NET
GOODWILL AND INTANGIBLE ASSETS, NET	4. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The carrying amount of goodwill as of April 1, 2023 and as of December 31, 2022 was $131.2 million and $131.4 million, respectively. The change in the carrying value during the fiscal quarter ended April 1, 2023 was solely because of fluctuations in foreign currency exchange rates. Intangible Assets Intangible assets, net as of April 1, 2023 consisted of the following (in thousands): April 1, 2023 Gross Foreign Carrying Currency Accumulated Net Amount Translation Amortization Amount Trade names and trademarks $ 148,100 $ (238) $ 24,631 $ 123,231 Patented technology 16,126 31 7,397 8,760 Technology 13,000 — 1,156 11,844 Pool designs 13,628 (88) 2,270 11,270 Franchise relationships 1,187 44 1,138 93 Dealer relationships 197,376 11 50,639 146,748 Order backlog 1,600 — 1,600 — Non-competition agreements 2,476 — 2,123 353 $ 393,493 $ (240) $ 90,954 $ 302,299 The Company recognized $6.6 million of amortization expense related to intangible assets during the fiscal quarter ended April 1, 2023. The Company recognized $7.2 million of amortization expense related to intangible assets during the fiscal quarter ended April 2, 2022. Intangible assets, net as of December 31, 2022 consisted of the following (in thousands): December 31, 2022 Gross Foreign Carrying Currency Accumulated Net Amount Translation Amortization Amount Trade names and trademarks $ 148,100 $ (84) $ 22,982 $ 125,034 Patented technology 16,126 37 6,959 9,204 Technology 13,000 — 939 12,061 Pool designs 13,628 (10) 2,037 11,581 Franchise relationships 1,187 45 1,064 168 Dealer relationships 197,376 13 46,699 150,690 Order backlog 1,600 — 1,600 — Non-competition agreements 2,476 — 1,999 477 $ 393,493 $ 1 $ 84,279 $ 309,215 Estimated Future Amortization Year Ended Expense Remainder of fiscal 2023 $ 19,896 2024 25,708 2025 25,550 2026 25,550 2027 25,550 Thereafter 180,045 $ 302,299

INVENTORIES, NET

INVENTORIES, NET	3 Months Ended
INVENTORIES, NET	Apr. 01, 2023
INVENTORIES, NET
INVENTORIES, NET	5. INVENTORIES, NET Inventories, net consisted of the following (in thousands): April 1, 2023 December 31, 2022 Raw materials $ 86,593 $ 95,388 Finished goods 62,962 69,832 $ 149,555 $ 165,220

LONG-TERM DEBT

LONG-TERM DEBT	3 Months Ended
LONG-TERM DEBT	Apr. 01, 2023
LONG-TERM DEBT
LONG-TERM DEBT	6. LONG-TERM DEBT The components of the Company’s outstanding long-term debt obligations consisted of the following (in thousands): April 1, 2023 December 31, 2022 Term Loan $ 321,750 $ 322,562 Revolving Credit Facility 48,000 — Less: Unamortized discount and debt issuance costs (9,289) (9,681) Total debt 360,461 312,881 Less: Current portion of long-term debt (3,250) (3,250) Total long-term debt $ 357,211 $ 309,631 On February 23, 2022, Latham Pool Products entered into an agreement (the “Credit Agreement”) with Barclays Bank PLC, which provides a senior secured multicurrency revolving line of credit (the “Revolving Credit Facility”) in an initial principal amount of $75.0 million and a U.S. Dollar senior secured term loan facility (the “Term Loan”) in an initial principal amount of $325.0 million. On such date, proceeds under the Credit Agreement were used to terminate the previous credit agreement by repayment of $294.0 million of outstanding debt thereunder and for general corporate purposes. Revolving Credit Facility The 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 Revolving Credit Facility matures on February 23, 2027. Loans outstanding under the 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 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 Credit Agreement), plus a margin of 2.50%. 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%. A commitment fee accrues on any unused portion of the commitments under the Revolving Credit Facility. The commitment fee is due and payable quarterly in arrears and is, 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 (as defined in the Credit Agreement, the “First Lien Net Leverage Ratio”). Borrowings under the Revolving Credit Facility are due at maturity. The Company incurred debt issuance costs of $0.8 million related to the Revolving Credit Facility. The debt issuance costs were recorded within other assets on the condensed consolidated balance sheet as of the applicable period and are being amortized over the life of the 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 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. As of April 1, 2023, there was $48.0 million Term Loan The Term Loan matures on February 23, 2029. Loans outstanding under the Term Loan bear interest, at the borrower’s option, at a rate per annum based on Term SOFR (as defined in the Credit Agreement), plus a margin ranging from 3.75% to 4.00%, depending on 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 are subject to scheduled quarterly amortization payments of $812,500, equal to 0.25% of the initial principal amount of the Term Loan. The 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 Term Loan as a direct reduction to the carrying amount of long-term debt on the condensed consolidated balance sheet as of the applicable period. Outstanding borrowings as of April 1, 2023 were $312.5 million, net of discount and debt issuance costs of $9.3 million. In connection with the Term Loan, the Company is subject to various negative, reporting, financial, and other covenants, including maintaining specific liquidity measurements. As of April 1, 2023, the unamortized debt issuance costs and discount on the Term Loan were $5.2 million and $4.1 million, respectively. The effective interest rate was 9.96% at April 1, 2023, including the impact of the Company’s interest rate swaps. As of April 1, 2023, the Company was in compliance with all financial covenants under the Credit Agreement. Interest Rate Risk Interest rate risk associated with the Credit Agreement is mitigated partially through interest rate swaps. The Company executed an interest rate swap 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 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 3). Additionally, the Company entered into an interest rate swap that was executed on March 10, 2023. The swap has an effective date of May 18, 2023 and a termination date of May 18, 2026. Under the terms of the swap, the Company fixed its SOFR borrowing rate at 4.3725% on a notional amount of $161.0 million. The interest rate swap is not designated as a hedging instrument for accounting purposes (see Note 3). Debt Maturities Principal payments due on the outstanding debt, excluding the Revolving Credit Facility, 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 Remainder of fiscal 2023 $ 2,438 2024 3,250 2025 3,250 2026 3,250 2027 3,250 Thereafter 306,312 $ 321,750 The obligations under the Credit Agreement are guaranteed by certain wholly owned subsidiaries (the “Guarantors”) of the Company as defined in the security agreement. The obligations under the Credit Agreement are secured by substantially all of the Guarantors’ tangible and intangible assets, including their accounts receivables, equipment, intellectual property, inventory, cash and cash equivalents, deposit accounts, and security accounts. The Credit Agreement also restricts payments and other distributions unless certain conditions are met, which could restrict the Company’s ability to pay dividends.

PRODUCT WARRANTIES

PRODUCT WARRANTIES	3 Months Ended
PRODUCT WARRANTIES	Apr. 01, 2023
PRODUCT WARRANTIES
PRODUCT WARRANTIES	7. PRODUCT WARRANTIES The warranty reserve activity consisted of the following (in thousands): Fiscal Quarter Ended April 1, 2023 April 2, 2022 Balance at the beginning of the fiscal year $ 3,990 $ 4,909 Adjustments to reserve 354 1,300 Less: Settlements made (in cash or in kind) (761) (1,074) Balance at the end of the fiscal quarter $ 3,583 $ 5,135

LEASES

LEASES	3 Months Ended
LEASES	Apr. 01, 2023
LEASES
LEASES	8. LEASES On January 1, 2022, the Company adopted ASU 2016-02, “Leases (Topic 842),” and the related amendments. 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. 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 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 manufacturing facilities, office space, land, and certain vehicles and equipment under operating leases. The Company also leases certain vehicles and equipment under finance 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 components of lease expense for the fiscal quarters ended April 1, 2023 and April 2, 2022 were as follows (in thousands): Fiscal Quarter Ended April 1, 2023 April 2, 2022 Operating lease expense $ 2,351 $ 2,138 Finance lease amortization of assets 109 1 Finance lease interest on lease liabilities 52 1 Short-term lease expense 54 20 Variable lease expense 327 178 Total lease expense $ 2,893 $ 2,338 Operating and finance lease right-of-use assets and lease-related liabilities as of April 1, 2023 and December 31, 2022 were as follows (in thousands): April 1, 2023 December 31, 2022 Classification Lease right-of-use assets: Operating leases $ 36,927 $ 38,308 Operating lease right-of-use assets Finance leases 1,225 316 Other assets Total lease right-of-use assets $ 38,152 $ 38,624 Lease-related liabilities Current Operating leases $ 7,084 $ 6,923 Current operating lease liabilities Finance leases 230 105 Accrued expenses and other current liabilities Non-current Operating leases 30,905 32,391 Non-current operating lease liabilities Finance leases 987 193 Other long-term liabilities Total finance lease liabilities $ 39,206 $ 39,612 The table below presents supplemental information related to leases as of April 1, 2023 and December 31, 2022: April 1, 2023 December 31, 2022 Weighted-average remaining lease term (years) Finance leases 5.4 2.8 Operating leases 6.4 6.5 Weighted-average discount rate Finance leases 7.9 % 5.4 % Operating leases 5.0 % 4.9 % 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 1, 2023 April 2, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,817 $ 1,785 The following table summarizes maturities of operating lease liabilities as of April 1, 2023 (in thousands): Operating Leases Finance Leases Total Remainder of fiscal 2023 $ 6,671 $ 238 $ 6,909 2024 8,198 317 8,515 2025 7,423 268 7,691 2026 5,929 208 6,137 2027 4,281 192 4,473 Thereafter 12,044 282 12,326 Total lease payments 44,546 1,505 46,051 Less: Interest (6,557) (288) (6,845) Present value of lease liability $ 37,989 $ 1,217 $ 39,206

NET SALES

NET SALES	3 Months Ended
NET SALES	Apr. 01, 2023
NET SALES.
NET SALES	9. NET SALES The following table sets forth the Company’s disaggregation of net sales by product line (in thousands): Fiscal Quarter Ended April 1, 2023 April 2, 2022 In-ground Swimming Pools $ 78,612 $ 111,803 Covers 32,745 32,525 Liners 26,362 47,286 $ 137,719 $ 191,614

INCOME TAXES

INCOME TAXES	3 Months Ended
INCOME TAXES	Apr. 01, 2023
INCOME TAXES
INCOME TAXES	10. INCOME TAXES The effective income tax rate for the fiscal quarter ended April 1, 2023 was 16.9%, compared to 215.1% for the fiscal quarter ended April 2, 2022. The difference between the U.S. federal statutory income tax rate and the Company’s effective income tax rate for both the fiscal quarters ended April 1, 2023 and April 2, 2022 was primarily attributable to the discrete impact of stock-based compensation expense. The Inflation Reduction Act ("IRA") was passed into law on August 16, 2022. Key provisions from the IRA include the implementation of a 15% corporate alternative minimum tax, an excise tax on stock buybacks, and significant tax incentives for energy and climate initiatives. Enactment of the IRA has not impacted the Company’s financial condition, results of operations, or cash flows for the period ended April 1, 2023 and the Company does not expect a material impact on its future results.

STOCKHOLDER'S EQUITY

STOCKHOLDER'S EQUITY	3 Months Ended
STOCKHOLDER'S EQUITY	Apr. 01, 2023
STOCKHOLDER'S EQUITY
STOCKHOLDER'S EQUITY	11. STOCKHOLDERS’ EQUITY 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 Repurchase Program 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. As of April 1, 2023, approximately $77.0 million remained available for share repurchases pursuant to the Repurchase Program. The Company did not repurchase any shares of its common stock during the fiscal quarter ended April 1, 2023. 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.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	3 Months Ended
STOCK-BASED COMPENSATION	Apr. 01, 2023
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 its initial public offering. 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. The following table summarizes the Company’s stock-based compensation expense: Fiscal Quarter Ended April 1, 2023 April 2, 2022 Cost of sales $ 426 $ 1,176 Selling, general, and administrative 6,343 15,749 $ 6,769 $ 16,925 As of April 1, 2023, total unrecognized stock-based compensation expense related to all unvested stock-based awards was $21.1 million, which is expected to be recognized over a weighted-average period of 1.44 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 stock option awards granted: April 2, 2022 Risk-free interest rate 1.79 % Expected volatility 39.80 % Expected term (in years) 6.25 Expected dividend yield 0.00 % No Restricted Stock Awards The following table represents the Company’s restricted stock awards activity during the fiscal quarter ended April 1, 2023: Weighted- Average Grant- Shares Date Fair Value Outstanding at January 1, 2023 2,576,219 $ 19.00 Granted — — Vested — — Forfeited — — Outstanding at April 1, 2023 2,576,219 $ 19.00 Restricted Stock Units The following table represents the Company’s restricted stock units activity during the fiscal quarter ended April 1, 2023: Weighted- Average Grant- Shares Date Fair Value Outstanding at January 1, 2023 617,941 $ 8.37 Granted 1,781,928 3.24 Vested (22,078) 16.31 Forfeited (56,635) 6.25 Outstanding at April 1, 2023 2,321,156 $ 4.41 Stock Options The following table represents the Company’s stock option activity during the fiscal quarter ended April 1, 2023: Weighted- Weighted- Average Average Exercise Price Remaining Aggregate Shares per Share Contract Term Intrinsic Value (in years) (in thousands) Outstanding at January 1, 2023 1,914,670 $ 14.85 Granted — — Exercised — — Forfeited (161,625) 6.49 Outstanding at April 1, 2023 1,753,045 $ 15.62 8.55 $ — Vested and expected to vest at April 1, 2023 1,753,045 $ 15.62 8.55 $ — Options exercisable at April 1, 2023 391,859 $ 17.13 8.36 $ — 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

NET LOSS PER SHARE

NET LOSS PER SHARE	3 Months Ended
NET LOSS PER SHARE	Apr. 01, 2023
NET (LOSS) INCOME PER SHARE
NET (LOSS) INCOME PER SHARE	13. NET LOSS PER SHARE Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data): Fiscal Quarter Ended April 1, 2023 April 2, 2022 Numerator: Net loss attributable to common stockholders $ (14,368) $ (2,840) Denominator: Weighted-average common shares outstanding Basic 112,102,198 113,698,513 Diluted 112,102,198 113,698,513 Net loss per share attributable to common stockholders: Basic $ (0.13) $ (0.02) Diluted $ (0.13) $ (0.02) As of April 1, 2023 and December 31, 2022, 112,113,834 and 112,091,756 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 loss per share because the effect was anti-dilutive: Fiscal Quarter Ended April 1, 2023 April 2, 2022 Restricted stock awards 2,576,219 2,166,308 Restricted stock units 500,751 147,606 Stock options 1,886,497 —

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Apr. 01, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	14. RELATED PARTY TRANSACTIONS BrightAI Services Starting in 2020, BrightAI has 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. In December 2022, the Company executed an additional agreement with BrightAI for the provision of hardware that will run the technology developed by BrightAI and the Company. During the fiscal quarter ended April 1, 2023 and the fiscal year ended December 31, 2022, the Company incurred less than $0.1 million and $0.2 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 1, 2023. As of both April 1, 2023 and December 31, 2022, the Company had accounts payable related to BrightAI of $0.4 million. Expense Reimbursement 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. The Company recognized $0.2 million for the reimbursement of out-of-pocket costs and expenses to Wynnchurch Capital, L.P. and no amounts for the reimbursement of out-of-pocket costs and expenses to the Sponsor during the fiscal quarter ended April 1, 2023. The Company did not reimburse any out-of-pocket costs or expenses to the Sponsor and Wynnchurch Capital, L.P. during the fiscal quarter ended April 2, 2022. As of both April 1, 2023 and December 31, 2022, there was less than $0.1 million outstanding amounts payable to the Sponsor and no outstanding amounts payable to Wynnchurch Capital, L.P.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Apr. 01, 2023
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 unaudited condensed consolidated balance sheet at December 31, 2022 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 1, 2023 and for the fiscal quarters ended April 1, 2023 and April 2, 2022 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 fiscal year ended December 31, 2022 included in the Company’s 2022 Annual Report on Form 10-K, filed with the SEC on March 7, 2023 (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, have been included. The Company’s results of operations for the fiscal quarter ended April 1, 2023 are not necessarily indicative of the results of operations that may be expected for the fiscal year ending December 31, 2023.
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 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.
Reclassifications	Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes.
Seasonality	Seasonality 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. Historically, net sales and net income are highest during the second and third fiscal quarters, representing the peak months of swimming pool use, pool installation, and remodeling and repair activities. Severe weather may also affect net sales in all periods.
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 June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments — Credit Losses Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Apr. 01, 2023
FAIR VALUE MEASUREMENTS
Schedule of financial liabilities at fair value on a recurring basis	April 1, 2023 December 31, 2022 Carrying Estimated Carrying Estimated Value Fair Value Value Fair Value Term Loan $ 312,461 $ 287,464 $ 312,881 $ 290,979

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)	3 Months Ended
GOODWILL AND INTANGIBLE ASSETS, NET (Tables)	Apr. 01, 2023
GOODWILL AND INTANGIBLE ASSETS, NET
Schedule of Intangible assets	Intangible assets, net as of April 1, 2023 consisted of the following (in thousands): April 1, 2023 Gross Foreign Carrying Currency Accumulated Net Amount Translation Amortization Amount Trade names and trademarks $ 148,100 $ (238) $ 24,631 $ 123,231 Patented technology 16,126 31 7,397 8,760 Technology 13,000 — 1,156 11,844 Pool designs 13,628 (88) 2,270 11,270 Franchise relationships 1,187 44 1,138 93 Dealer relationships 197,376 11 50,639 146,748 Order backlog 1,600 — 1,600 — Non-competition agreements 2,476 — 2,123 353 $ 393,493 $ (240) $ 90,954 $ 302,299 Intangible assets, net as of December 31, 2022 consisted of the following (in thousands): December 31, 2022 Gross Foreign Carrying Currency Accumulated Net Amount Translation Amortization Amount Trade names and trademarks $ 148,100 $ (84) $ 22,982 $ 125,034 Patented technology 16,126 37 6,959 9,204 Technology 13,000 — 939 12,061 Pool designs 13,628 (10) 2,037 11,581 Franchise relationships 1,187 45 1,064 168 Dealer relationships 197,376 13 46,699 150,690 Order backlog 1,600 — 1,600 — Non-competition agreements 2,476 — 1,999 477 $ 393,493 $ 1 $ 84,279 $ 309,215
Schedule of estimated amortization expense related to definite-lived intangible assets	Estimated Future Amortization Year Ended Expense Remainder of fiscal 2023 $ 19,896 2024 25,708 2025 25,550 2026 25,550 2027 25,550 Thereafter 180,045 $ 302,299

INVENTORIES, NET (Tables)

INVENTORIES, NET (Tables)	3 Months Ended
INVENTORIES, NET (Tables)	Apr. 01, 2023
INVENTORIES, NET
Schedule of inventories, net	Inventories, net consisted of the following (in thousands): April 1, 2023 December 31, 2022 Raw materials $ 86,593 $ 95,388 Finished goods 62,962 69,832 $ 149,555 $ 165,220

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	3 Months Ended
LONG-TERM DEBT (Tables)	Apr. 01, 2023
LONG-TERM DEBT
Components of the Company's outstanding debt obligations	April 1, 2023 December 31, 2022 Term Loan $ 321,750 $ 322,562 Revolving Credit Facility 48,000 — Less: Unamortized discount and debt issuance costs (9,289) (9,681) Total debt 360,461 312,881 Less: Current portion of long-term debt (3,250) (3,250) Total long-term debt $ 357,211 $ 309,631
Principal payments due on the outstanding debt	Year Ended Term Loan Remainder of fiscal 2023 $ 2,438 2024 3,250 2025 3,250 2026 3,250 2027 3,250 Thereafter 306,312 $ 321,750

PRODUCT WARRANTIES (Tables)

PRODUCT WARRANTIES (Tables)	3 Months Ended
PRODUCT WARRANTIES (Tables)	Apr. 01, 2023
PRODUCT WARRANTIES
Warranty reserve activity	The warranty reserve activity consisted of the following (in thousands): Fiscal Quarter Ended April 1, 2023 April 2, 2022 Balance at the beginning of the fiscal year $ 3,990 $ 4,909 Adjustments to reserve 354 1,300 Less: Settlements made (in cash or in kind) (761) (1,074) Balance at the end of the fiscal quarter $ 3,583 $ 5,135

LEASES (Tables)

LEASES (Tables)	3 Months Ended
LEASES (Tables)	Apr. 01, 2023
LEASES
Summary of components of lease expense	Fiscal Quarter Ended April 1, 2023 April 2, 2022 Operating lease expense $ 2,351 $ 2,138 Finance lease amortization of assets 109 1 Finance lease interest on lease liabilities 52 1 Short-term lease expense 54 20 Variable lease expense 327 178 Total lease expense $ 2,893 $ 2,338
Schedule of supplemental lease information	Operating and finance lease right-of-use assets and lease-related liabilities as of April 1, 2023 and December 31, 2022 were as follows (in thousands): April 1, 2023 December 31, 2022 Classification Lease right-of-use assets: Operating leases $ 36,927 $ 38,308 Operating lease right-of-use assets Finance leases 1,225 316 Other assets Total lease right-of-use assets $ 38,152 $ 38,624 Lease-related liabilities Current Operating leases $ 7,084 $ 6,923 Current operating lease liabilities Finance leases 230 105 Accrued expenses and other current liabilities Non-current Operating leases 30,905 32,391 Non-current operating lease liabilities Finance leases 987 193 Other long-term liabilities Total finance lease liabilities $ 39,206 $ 39,612 The table below presents supplemental information related to leases as of April 1, 2023 and December 31, 2022: April 1, 2023 December 31, 2022 Weighted-average remaining lease term (years) Finance leases 5.4 2.8 Operating leases 6.4 6.5 Weighted-average discount rate Finance leases 7.9 % 5.4 % Operating leases 5.0 % 4.9 % 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 1, 2023 April 2, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,817 $ 1,785
Summary of maturities of operating lease liabilities	Operating Leases Finance Leases Total Remainder of fiscal 2023 $ 6,671 $ 238 $ 6,909 2024 8,198 317 8,515 2025 7,423 268 7,691 2026 5,929 208 6,137 2027 4,281 192 4,473 Thereafter 12,044 282 12,326 Total lease payments 44,546 1,505 46,051 Less: Interest (6,557) (288) (6,845) Present value of lease liability $ 37,989 $ 1,217 $ 39,206

NET SALES (Tables)

NET SALES (Tables)	3 Months Ended
NET SALES (Tables)	Apr. 01, 2023
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 1, 2023 April 2, 2022 In-ground Swimming Pools $ 78,612 $ 111,803 Covers 32,745 32,525 Liners 26,362 47,286 $ 137,719 $ 191,614

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	3 Months Ended
STOCK-BASED COMPENSATION (Tables)	Apr. 01, 2023
PROFITS INTEREST UNITS
Summary of stock-based compensation expense	Fiscal Quarter Ended April 1, 2023 April 2, 2022 Cost of sales $ 426 $ 1,176 Selling, general, and administrative 6,343 15,749 $ 6,769 $ 16,925
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 stock option awards granted: 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 1, 2023: Weighted- Average Grant- Shares Date Fair Value Outstanding at January 1, 2023 2,576,219 $ 19.00 Granted — — Vested — — Forfeited — — Outstanding at April 1, 2023 2,576,219 $ 19.00
Schedule of restricted stock units	The following table represents the Company’s restricted stock units activity during the fiscal quarter ended April 1, 2023: Weighted- Average Grant- Shares Date Fair Value Outstanding at January 1, 2023 617,941 $ 8.37 Granted 1,781,928 3.24 Vested (22,078) 16.31 Forfeited (56,635) 6.25 Outstanding at April 1, 2023 2,321,156 $ 4.41
Schedule of stock option activity	The following table represents the Company’s stock option activity during the fiscal quarter ended April 1, 2023: Weighted- Weighted- Average Average Exercise Price Remaining Aggregate Shares per Share Contract Term Intrinsic Value (in years) (in thousands) Outstanding at January 1, 2023 1,914,670 $ 14.85 Granted — — Exercised — — Forfeited (161,625) 6.49 Outstanding at April 1, 2023 1,753,045 $ 15.62 8.55 $ — Vested and expected to vest at April 1, 2023 1,753,045 $ 15.62 8.55 $ — Options exercisable at April 1, 2023 391,859 $ 17.13 8.36 $ —

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	3 Months Ended
NET LOSS PER SHARE (Tables)	Apr. 01, 2023
NET (LOSS) INCOME PER SHARE
Schedule of basic and diluted earnings (loss) per share	Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data): Fiscal Quarter Ended April 1, 2023 April 2, 2022 Numerator: Net loss attributable to common stockholders $ (14,368) $ (2,840) Denominator: Weighted-average common shares outstanding Basic 112,102,198 113,698,513 Diluted 112,102,198 113,698,513 Net loss per share attributable to common stockholders: Basic $ (0.13) $ (0.02) Diluted $ (0.13) $ (0.02)
Schedule of antidilutive securities excluded from computation of dilutive net income per share	Fiscal Quarter Ended April 1, 2023 April 2, 2022 Restricted stock awards 2,576,219 2,166,308 Restricted stock units 500,751 147,606 Stock options 1,886,497 —

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair value of financial instruments (Details) - Level 2 - USD ($) $ in Thousands	Apr. 01, 2023	Dec. 31, 2022
Term loan \| Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amount	$ 312,461	$ 312,881
Term loan \| Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amount	287,464	290,979
Interest Rate Swap
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of interest rate swap asset	$ 1,400	$ 3,500

GOODWILL AND INTANGIBLE ASSET_3

GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) - USD ($) $ in Thousands	Apr. 01, 2023	Dec. 31, 2022
GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill	$ 131,196	$ 131,383

GOODWILL AND INTANGIBLE ASSET_4

GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2023	Apr. 02, 2022	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 393,493		$ 393,493
Foreign Currency Translation	(240)		1
Accumulated Amortization	90,954		84,279
Net Amount	302,299		309,215
Amortization of Intangible Assets	6,632	$ 7,192
Trade names and trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	148,100		148,100
Foreign Currency Translation	(238)		(84)
Accumulated Amortization	24,631		22,982
Net Amount	123,231		125,034
Patented technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	16,126		16,126
Foreign Currency Translation	31		37
Accumulated Amortization	7,397		6,959
Net Amount	8,760		9,204
Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	13,000		13,000
Accumulated Amortization	1,156		939
Net Amount	11,844		12,061
Pool designs
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	13,628		13,628
Foreign Currency Translation	(88)		(10)
Accumulated Amortization	2,270		2,037
Net Amount	11,270		11,581
Franchise relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,187		1,187
Foreign Currency Translation	44		45
Accumulated Amortization	1,138		1,064
Net Amount	93		168
Dealer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	197,376		197,376
Foreign Currency Translation	11		13
Accumulated Amortization	50,639		46,699
Net Amount	146,748		150,690
Order backlog
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,600		1,600
Accumulated Amortization	1,600		1,600
Non-competition agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,476		2,476
Accumulated Amortization	2,123		1,999
Net Amount	$ 353		$ 477

GOODWILL AND INTANGIBLE ASSET_5

GOODWILL AND INTANGIBLE ASSETS, NET - Amortization Expense (Details) - USD ($) $ in Thousands	Apr. 01, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of fiscal 2023	$ 19,896
2024	25,708
2025	25,550
2026	25,550
2027	25,550
Thereafter	180,045
Net Amount	$ 302,299	$ 309,215

INVENTORIES, NET (Details)

INVENTORIES, NET (Details) - USD ($) $ in Thousands	Apr. 01, 2023	Dec. 31, 2022
INVENTORIES, NET
Raw materials	$ 86,593	$ 95,388
Finished goods	62,962	69,832
Inventory, Net, Total	$ 149,555	$ 165,220

LONG-TERM DEBT (Details)

LONG-TERM DEBT (Details) - USD ($) $ in Thousands	Feb. 23, 2022	Apr. 01, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Gross debt		$ 321,750
Less: Unamortized discount and debt issuance costs		(9,289)	$ (9,681)
Total debt		360,461	312,881
Less: Current portion of long-term debt		(3,250)	(3,250)
Total long-term debt		357,211	309,631
Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 75,000
Repayment of debt	$ 294,000
Term loan
Debt Instrument [Line Items]
Gross debt		321,750	$ 322,562
Revolving Credit Facility
Debt Instrument [Line Items]
Gross debt		$ 48,000

LONG-TERM DEBT - Revolving Cred

LONG-TERM DEBT - Revolving Credit Facility (Details) - Revolving Credit Facility - USD ($) $ in Millions	Feb. 23, 2022	Apr. 01, 2023
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 75
Commitment fee rate range, depending on leverage ratio	0.375%
Debt issuance costs	$ 0.8
Amount outstanding		$ 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 - Term Loan Faci

LONG-TERM DEBT - Term Loan Facility (Details) - USD ($)		3 Months Ended
LONG-TERM DEBT - Term Loan Facility (Details) - USD ($)	Feb. 23, 2022	Apr. 01, 2023	Apr. 02, 2022	Dec. 31, 2022
Debt Instrument [Line Items]
Gross debt		$ 321,750,000
Amount outstanding, net of discount and issuance costs		360,461,000		$ 312,881,000
Discount and debt issuance costs		9,289,000		$ 9,681,000
Repayment of long term debt		813,000	$ 284,009,000
Term Loan Facility
Debt Instrument [Line Items]
Principal payments calculated as percent of outstanding principal	0.25%
Mandatory prepayment rate as a percentage of excess cash flow	50%
Mandatory prepayment rate as a percentage of non-permitted indebtedness	100%
Debt issuance costs	$ 6,100,000	5,200,000
Unamortized discount	4,900,000	4,100,000
Amount outstanding, net of discount and issuance costs		$ 312,500,000
Maximum borrowing capacity	325,000,000
Effective interest rate		9.96%
Repayment amount to be paid quarterly	$ 812,500
Term Loan Facility \| SOFR \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	3.75%
Term Loan Facility \| SOFR \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	4%
Term Loan Facility \| Base Rate \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	2.75%
Term Loan Facility \| Base Rate \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	3%

LONG-TERM DEBT - Interest rate

LONG-TERM DEBT - Interest rate swap (Details) - Interest Rate Swap - USD ($) $ in Millions	Mar. 10, 2023	Feb. 28, 2022
Derivative [Line Items]
Derivative notional amount	$ 161	$ 200
SOFR
Derivative [Line Items]
Fixed borrowing rate	4.3725%	0.496%

LONG-TERM DEBT - Principal paym

LONG-TERM DEBT - Principal payments due (Details) $ in Thousands	Apr. 01, 2023 USD ($)
Principal payments due
Remainder of fiscal 2023	$ 2,438
2024	3,250
2025	3,250
2026	3,250
2027	3,250
Thereafter	306,312
Total payments due	$ 321,750

PRODUCT WARRANTIES (Details)

PRODUCT WARRANTIES (Details) - USD ($) $ in Thousands	3 Months Ended
PRODUCT WARRANTIES (Details) - USD ($) $ in Thousands	Apr. 01, 2023	Apr. 02, 2022
Movement in Standard Product Warranty Accrual [Roll Forward]
Balance at the beginning of the fiscal year	$ 3,990	$ 4,909
Adjustments to reserve	354	1,300
Less: Settlements made (in cash or in kind)	(761)	(1,074)
Balance at the end of the fiscal quarter	$ 3,583	$ 5,135

LEASES - Lease expense (Details

LEASES - Lease expense (Details) - USD ($) $ in Thousands	3 Months Ended
LEASES - Lease expense (Details) - USD ($) $ in Thousands	Apr. 01, 2023	Apr. 02, 2022	Dec. 31, 2022	Dec. 31, 2021
Leases
Retained earnings	$ (68,936)		$ (54,568)
Components of lease expense:
Operating lease expense	2,351	$ 2,138
Finance lease amortization of assets	109	1
Finance lease interest on lease liabilities	52	1
Short-term lease expense	54	20
Variable lease expense	327	178
Total lease expense	$ 2,893	$ 2,338
ASU 2016-02 \| Adjustment
Leases
Retained earnings				$ (300)

LEASES - Operating and finance

LEASES - Operating and finance lease right-of-use assets and liabilities and Supplemental information (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2023	Apr. 02, 2022	Dec. 31, 2022
Lease right-of-use assets:
Operating leases	$ 36,927		$ 38,308
Finance leases	$ 1,225		316
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets
Total lease right-of-use assets	$ 38,152		38,624
Lease-related liabilities
Operating leases, Current	7,084		6,923
Finance leases, Current	$ 230		105
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Current
Operating leases, Non-current	$ 30,905		32,391
Finance leases, Non-current	$ 987		193
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Noncurrent
Total finance lease liabilities	$ 39,206		$ 39,612
Weighted-average remaining lease term (years)
Finance leases	5 years 4 months 24 days		2 years 9 months 18 days
Operating leases	6 years 4 months 24 days		6 years 6 months
Weighted-average discount rate
Finance leases	7.90%		5.40%
Operating leases	5%		4.90%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 1,817	$ 1,785

LEASES - Maturities of operatin

LEASES - Maturities of operating lease liabilities (Details) - USD ($) $ in Thousands	Apr. 01, 2023	Dec. 31, 2022
LEASES
Remainder of fiscal 2023	$ 6,671
2024	8,198
2025	7,423
2026	5,929
2027	4,281
Thereafter	12,044
Total lease payments	44,546
Less: Interest	(6,557)
Present value of lease liability	37,989
Finance Leases
Remainder of fiscal 2023	238
2024	317
2025	268
2026	208
2027	192
Thereafter	282
Total lease payments	1,505
Less: Interest	(288)
Present value of lease liability	1,217
Total
Remainder of fiscal 2023	6,909
2024	8,515
2025	7,691
2026	6,137
2027	4,473
Thereafter	12,326
Total lease payments	46,051
Less: Interest	(6,845)
Present value of lease liability	$ 39,206	$ 39,612

NET SALES (Details)

NET SALES (Details) - USD ($) $ in Thousands	3 Months Ended
NET SALES (Details) - USD ($) $ in Thousands	Apr. 01, 2023	Apr. 02, 2022
Disaggregation of Revenue [Line Items]
Net sales	$ 137,719	$ 191,614
In-ground Swimming Pools
Disaggregation of Revenue [Line Items]
Net sales	78,612	111,803
Covers
Disaggregation of Revenue [Line Items]
Net sales	32,745	32,525
Liners
Disaggregation of Revenue [Line Items]
Net sales	$ 26,362	$ 47,286

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended
INCOME TAXES (Details)	Apr. 01, 2023	Apr. 02, 2022
INCOME TAXES
Effective income tax rate	16.90%	215.10%

STOCKHOLDER'S EQUITY (Details)

STOCKHOLDER'S EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	May 10, 2022	Jan. 11, 2022	Apr. 02, 2022	Apr. 01, 2023	Dec. 31, 2022
Common stock, par value		$ 0.0001		$ 0.0001	$ 0.0001
Value of shares repurchased and retired			$ 257,663
Underwriting fees			$ 11,437
Common stock issued and outstanding				112,113,834	112,091,756
Repurchase Program [Member]
Amount authorized	$ 100,000
Term of repurchase program	3 years
Amount remaining for repurchases				$ 77,000
Common Stock
Proceeds from sale of common stock (in shares)		13,800,000	13,800,000
Offering price per share		$ 19.50
Value of shares repurchased and retired		$ 257,700	$ 1
Underwriting fees		$ 11,400
Number of shares repurchased and retired during the period		13,800,000	13,800,244
Common Stock \| Underwriters Option
Proceeds from sale of common stock (in shares)		1,800,000

STOCK-BASED COMPENSATION - Narr

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended
	Apr. 12, 2021	Apr. 01, 2023	Apr. 02, 2022
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		$ 6,769	$ 16,925
Total unrecognized stock-based compensation expense		$ 21,100
Total unrecognized stock-based compensation expense expected to be recognized over a weighted-average period		1 year 5 months 8 days
Cost of sales
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 426	1,176
Selling, general and administrative expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 6,343	$ 15,749

STOCK-BASED COMPENSATION - Weig

STOCK-BASED COMPENSATION - Weighted average basis for fair value option award granted (Details)	3 Months Ended
	Apr. 02, 2022
PROFITS INTEREST UNITS
Risk-free interest rate	1.79%
Expected volatility	39.80%
Expected term (in years)	6 years 3 months
Expected dividend yield	0%

STOCK-BASED COMPENSATION - Rest

STOCK-BASED COMPENSATION - Restricted Stock Awards (Details) - Restricted stock awards	3 Months Ended
	Apr. 01, 2023 $ / shares shares
Shares
Balance at beginning \| shares	2,576,219
Granted \| shares
Vested \| shares
Balance at ending \| shares	2,576,219
Weighted-Average Grant Date Fair Value
Balance at beginning \| $ / shares	$ 19
Granted \| $ / shares
Vested \| $ / shares
Balance at ending \| $ / shares	$ 19

STOCK-BASED COMPENSATION - Re_2

STOCK-BASED COMPENSATION - Restricted Stock Units (Details) - Restricted stock units	3 Months Ended
	Apr. 01, 2023 $ / shares shares
Shares
Balance at beginning \| shares	617,941
Granted \| shares	1,781,928
Vested \| shares	(22,078)
Forfeited \| shares	(56,635)
Balance at ending \| shares	2,321,156
Weighted-Average Grant Date Fair Value
Balance at beginning \| $ / shares	$ 8.37
Granted \| $ / shares	3.24
Vested \| $ / shares	16.31
Forfeited \| $ / shares	6.25
Balance at ending \| $ / shares	$ 4.41

STOCK-BASED COMPENSATION - Stoc

STOCK-BASED COMPENSATION - Stock Options (Details) - Stock options - USD ($)	3 Months Ended	12 Months Ended
	Apr. 01, 2023	Dec. 31, 2022
Shares
Outstanding at the beginning	1,914,670
Granted	0
Forfeited	(161,625)
Outstanding at the end	1,753,045	1,914,670
Vested and expected to vest	1,753,045
Options exercisable at the end	391,859
Weighted-Average Exercise Price per Share
Outstanding at the beginning (in dollars per share)	$ 14.85
Forfeited (in dollars per share)	6.49
Outstanding at the end (in dollars per share)	15.62	$ 14.85
Vested and expected to vest at the end (in dollars per share)	15.62
Options exercisable at the end (in dollars per share)	$ 17.13
Weighted-Average Remaining Contract Term
Outstanding at the end (in years)	8 years 6 months 18 days	0 years
Vested and expected to vest at the end (in years)	8 years 6 months 18 days
Options exercisable at the end (in years)	0 years
Options exercisable at the end (in dollars)

NET LOSS PER SHARE (Details)

NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Apr. 01, 2023	Apr. 02, 2022	Dec. 31, 2022
Numerator:
Net loss attributable to common stockholders	$ (14,368)	$ (2,840)
Weighted-average common shares outstanding
Basic	112,102,198	113,698,513
Diluted	112,102,198	113,698,513
Net loss per share attributable to common stockholders:
Basic	$ (0.13)	$ (0.02)
Diluted	$ (0.13)	$ (0.02)
Common stock issued and outstanding for accounting purposes	112,113,834		112,091,756
Restricted stock awards
Net loss per share attributable to common stockholders:
Potentially dilutive securities outstanding	2,576,219	2,166,308
Restricted stock units
Net loss per share attributable to common stockholders:
Potentially dilutive securities outstanding	500,751	147,606
Stock options
Net loss per share attributable to common stockholders:
Potentially dilutive securities outstanding	1,886,497

RELATED PARTY TRANSACTIONS - Br

RELATED PARTY TRANSACTIONS - Bright AI Services (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Apr. 01, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Accounts payable - related party	$ 367	$ 358
Bright AI Services
Related Party Transaction [Line Items]
Accounts payable - related party	400	400
Bright AI Services \| Development Of Internal Use Software
Related Party Transaction [Line Items]
Costs incurred		$ 200
Bright AI Services \| Development Of Internal Use Software \| Maximum
Related Party Transaction [Line Items]
Costs incurred	$ 100

RELATED PARTY TRANSACTIONS - Ex

RELATED PARTY TRANSACTIONS - Expense Reimbursement (Details) - Sponsor - Management Fee Arrangement - USD ($) $ in Millions	3 Months Ended
	Apr. 01, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Reimbursements to related party of out-of-pocket costs or expenses	$ 0.2
Maximum
Related Party Transaction [Line Items]
Amounts payable	$ 0.1	$ 0.1