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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2023
hayw-20230228_g1.jpg
Hayward Holdings, Inc.
(Exact name of Registrant as specified in its charter)


Delaware001-4020882-2060643
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
1415 Vantage Park Drive
Suite 400 Charlotte, NC 28203
(Address of principal executive offices, including zip code)

(704) 285-5445
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.001 per shareHAYWNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 2.02Results of Operations and Financial Condition.

On February 28, 2023, Hayward Holdings, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter and fiscal year ended December 31, 2022. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company, under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.


Item 9.01.Financial Statements and Exhibits

(d) Exhibits.
Exhibit No.Description
Press Release of the Company, dated February 28, 2023
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)





































SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HAYWARD HOLDINGS, INC.
Date: February 28, 2023
By:/s/ Eifion Jones
Eifion Jones
Senior Vice President and Chief Financial Officer










haywardlogo.jpg

February 28, 2023
Hayward Holdings Announces Fourth Quarter and Full Year 2022 Financial Results

FOURTH QUARTER FISCAL 2022 SUMMARY
Net Sales decreased 27% year-over-year to $259.0 million
Net Income decreased 75% year-over-year to $16.0 million
Adjusted EBITDA decreased 50% year-over-year to $53.3 million
GAAP diluted EPS decreased 72% year-over-year to $0.07
Adjusted diluted EPS decreased 61% year-over-year to $0.11

FULL FISCAL YEAR 2022 HIGHLIGHTS
Net Sales decreased 6% year-over-year to $1,314.1 million
Net Income decreased 12% year-over-year to $179.3 million
Adjusted EBITDA decreased 13% year-over-year to $367.6 million
GAAP diluted EPS increased 59% year-over-year to $0.78
Adjusted diluted EPS decreased 28% year-over-year to $0.98

CHARLOTTE, N.C. -- (BUSINESS WIRE) -- Hayward Holdings, Inc. (NYSE: HAYW) (“Hayward” or the “Company”), a global designer, manufacturer, and marketer of a broad portfolio of pool and outdoor living technology, today announced financial results for the fourth quarter and full fiscal year ended December 31, 2022.

CEO COMMENTS
“Our fourth quarter performance was consistent with expectations, reflecting the continued reduction of channel inventory days on hand,” said Kevin Holleran, Hayward’s President and Chief Executive Officer. “2022 was characterized by record sell-through of Hayward products as reported by our primary channel partners in the core U.S. market, continued market share gain, and a normalization of channel inventory in the second half. Throughout the year, we took many proactive steps to strengthen Hayward’s position as a premier company in the attractive pool industry, including introducing innovative new solutions and demonstrating agile manufacturing capability. We remained focused on protecting structural gross profit margins through disciplined price actions and manufacturing cost control while funding our growth investments. We successfully executed our enterprise cost reduction program and are on track to deliver the targeted annual SG&A cost savings of $25 million to $30 million in 2023. We expect these actions to drive the Company’s strong financial metrics and provide a solid foundation for future growth.”
FOURTH QUARTER FISCAL 2022 CONSOLIDATED RESULTS
Net sales decreased by 27% to $259.0 million for the fourth quarter of fiscal 2022. The decline in net sales during the quarter was the result of lower volumes, partially offset by favorable pricing and acquisitions. The decline in volume was primarily the result of reduced distribution channel inventory days on hand as supply chain pressure eased and lead times normalized. Macroeconomic uncertainty associated with the rising interest rate environment and geopolitical factors in Europe also contributed to the decline in volume.
Gross profit decreased by 34% to $109.5 million for the fourth quarter of fiscal 2022. Gross profit margin decreased 466 basis points to 42.3%. The decrease in gross margin was principally due to the decline in volume resulting in lower operating leverage, as well as provisioning for slow moving or obsolete inventory.
Selling, general, and administrative (“SG&A”) expenses remained relatively consistent at $60.5 million for the fourth quarter of fiscal 2022 compared to $60.1 million for the fourth quarter of fiscal 2021. As a percentage of net sales, SG&A increased 630 basis points to 23%, compared to the prior-year period of 17% due to the decrease in net sales. Research, development, and engineering expenses were $5.9 million for the fourth quarter of fiscal 2022, or 2% of net sales, as compared to $6.7 million for the prior-year period, or 2% of net sales.



Operating income decreased by 55% to $36.1 million for the fourth quarter of fiscal 2022. The decrease in operating income was driven by lower sales. Operating income as a percentage of net sales (“operating margin”) was 13.9% for the fourth quarter of fiscal 2022, an 864 basis point reduction from the 22.6% operating margin in the fourth quarter of fiscal 2021.
Interest expense, net, increased by approximately 90% to $16.3 million for the fourth quarter of fiscal 2022 primarily as a result of variable rate increases on the term loan, utilization of the ABL revolving credit facility and interest expense on the incremental term loan opened during the fourth quarter of fiscal 2022.
Income tax expense for the fourth quarter of fiscal 2022 was $6.9 million for an effective tax rate of 30.2%, compared to $14.3 million at an effective tax rate of 18.4% for the prior-year period. The decrease was primarily due to the decrease in income from operations as well as a reduced benefit from stock option exercises.
Net income decreased by 75% to $16.0 million for the fourth quarter of fiscal 2022.
Adjusted EBITDA decreased by 50% to $53.3 million for the fourth quarter of fiscal 2022. Adjusted EBITDA margin decreased 943 basis points to 20.6%.
Diluted GAAP EPS decreased by 72% to $0.07 for the fourth quarter of fiscal 2022. Adjusted diluted EPS decreased by 61% to $0.11 for the fourth quarter of fiscal 2022.
FOURTH QUARTER FISCAL 2022 SEGMENT RESULTS
North America
Net sales decreased by 27% to $216.8 million for the fourth quarter of fiscal 2022. The decrease was primarily the result of a decline in volume, partially offset by increases in price and the favorable impact of acquisitions. The decline in volume was primarily the result of reduced distribution channel inventory days on hand as supply chain pressure eased and lead times normalized, as well as macroeconomic uncertainty associated with increasing concerns of an economic slowdown due to the rising interest rate environment. The increase in the net price was due to price increases enacted to offset inflationary pressure, as well as reduced sales rebates to customers for the seasonal year.
Segment income decreased by 56% to $40.8 million for the fourth quarter of fiscal 2022. Adjusted segment income decreased by 54% to $47.2 million.
Europe & Rest of World
Net sales decreased by 23% to $42.2 million for the fourth quarter of fiscal 2022. The decrease was primarily due to a decline in volume as a result of geopolitical factors and macroeconomic uncertainty, unfavorable impact of foreign currency translation, and channel destocking, partially offset by the favorable impact of price increases.
Segment income decreased by 61% to $8.4 million for the fourth quarter of fiscal 2022. Adjusted segment income decreased by 49% to $8.4 million.
FULL FISCAL YEAR 2022 CONSOLIDATED RESULTS
Net sales decreased by 6% to $1,314.1 million for the full fiscal year 2022. The decrease in net sales was primarily the result of lower volumes due to channel inventory corrections after a year of safety stock buildup as supply chain pressures eased and lead times returned to historical levels, even as end-customer demand remained strong for the year despite macroeconomic uncertainty associated with the rising interest rate environment.
Gross profit decreased by 9% to $597.0 million for the full fiscal year 2022. Gross profit margin decreased to 45.4% for the fiscal year 2022, a decrease of 135 basis points compared to the prior full year, primarily due to the decline in volume resulting in lower operating leverage.
Operating income decreased by 10% to $285.6 million for the full fiscal year 2022. The decrease in operating income was driven by the decrease in net sales. Operating margin was 21.7% in the full fiscal year 2022, a 95 basis point reduction from the 22.7% operating margin in the prior full year.
Net income decreased by 12% to $179.3 million for the full fiscal year 2022. Adjusted net income decreased by 17% to $226.1 million compared to the prior fiscal year.
Adjusted EBITDA decreased by 13% to $367.6 million for the full fiscal year 2022 driven primarily by decreased net sales and lower operating leverage. Adjusted EBITDA margin decreased by 211 basis points to 28.0% for the full fiscal year 2022 compared to the prior fiscal year.
Diluted GAAP EPS increased by 59% to $0.78 for the full fiscal year 2022. Adjusted diluted EPS decreased by 28% to $0.98 for the fiscal year 2022.
BALANCE SHEET AND CASH FLOW



As of December 31, 2022, Hayward had cash and cash equivalents of $56.2 million and approximately $211.6 million available for borrowing under its credit facilities. Cash flow from operations for fiscal 2022 of approximately $116 million was a decrease of approximately $73 million from the prior year comparative period as a result of increased cash used for working capital compared to the prior year and a decrease in net income.
COST OPTIMIZATION PROGRAM
During the year ended December 31, 2022 the Company initiated an enterprise cost reduction program to address the current market dynamics and maintain the Company’s strong financial metrics. The initial focus was on a reduction of variable costs with specific attention to eliminating cost inefficiencies in our supply chain and reducing labor in our production cost base. In addition to these variable cost reductions, the Company identified structural selling, general and administrative cost reduction opportunities totaling $25 million to $30 million in 2023, with initial savings of approximately $9 million that were realized in fiscal year 2022.
OUTLOOK    
The pool industry remains attractive and continues to benefit from sustainable secular demand trends in outdoor living. Hayward continues to leverage our competitive advantages and drive increasing adoption of our leading SmartPadTM pool equipment products both in new construction and the aftermarket, which represents approximately 80% of our business. Hayward is confident in its long-term outlook for profitable growth and robust cash flow generation, driven by new product innovation, expanding commercial relationships, and operational excellence.
Hayward is introducing 2023 guidance that reflects more challenging macroeconomic conditions and consequently an additional reduction of channel inventory levels. For fiscal year 2023, Hayward expects net sales to decrease 18% to 22%, and Adjusted EBITDA of $265 million to $285 million.
Please see the Forward-Looking Statements section of this release for a discussion of certain risks relevant to Hayward’s outlook.
SHARE REPURCHASE PROGRAM
For the twelve months ended December 31, 2022, Hayward repurchased approximately $343.1 million in common stock under its previously approved share repurchase program up to an aggregate of $450 million of common stock. On July 26, 2022, Hayward’s Board of Directors renewed the initial authorization of the existing repurchase program and authorized Hayward to repurchase up to an aggregate of $450 million of its common stock over the next three years of which $400.0 million remains under the renewed authorization. The repurchase program will continue to be funded by cash on hand and cash generated from operations.
CONFERENCE CALL INFORMATION
Hayward will hold a conference call to discuss the results today, February 28, 2023 at 9:00 a.m. (ET).
To access the live conference call, please register for the call in advance by visiting https://www.netroadshow.com/events/login?show=20c7f7a9&confId=46452. Registration will also be available during the call. After registering, a confirmation e-mail will be sent including dial-in details and a unique access code for entry. To ensure you are connected for the full call please register at least 10 minutes before the start of the call.
Interested investors and other parties can also listen to a webcast of the live conference call by logging onto the Investor Relations section of the company's website at https://investor.hayward.com/events-and-presentations/default.aspx. An earnings presentation will be posted to the Investor Relations section of the company’s website prior to the conference call.
For those unable to listen to the live conference call, a replay will be available approximately two hours after the call through the archived webcast on the Hayward website or by dialing (866) 813-9403 or (44) 204-525-0658. The access code for the replay is 729609. The replay will be available until 11:59 p.m. Eastern Time on March 14, 2023.
ABOUT HAYWARD HOLDINGS, INC.
Hayward Holdings, Inc. (NYSE: HAYW) is a leading global designer and manufacturer of pool and outdoor living technology. With a mission to deliver exceptional products, outstanding service and innovative solutions to transform the experience of water, Hayward offers a full line of energy-efficient and sustainable residential and commercial pool equipment including pumps, filters, heaters, cleaners, sanitizers, LED lighting, and water features all digitally connected through Hayward’s intuitive IoT-enabled SmartPad™.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains certain statements that are “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (the “Act”) and releases issued by the Securities and Exchange Commission (the “SEC”). Such forward-looking statements relating to Hayward are based on the beliefs of Hayward’s management as well as



assumptions made by, and information currently available to it. These forward-looking statements include, but are not limited to, statements about Hayward’s strategies, plans, objectives, expectations, intentions, expenditures and assumptions and other statements contained in or incorporated by reference in this earnings release that are not historical facts. When used in this document, words such as “guidance,” “may,” “will,” “should,” “could,” “intend,” “potential,” “continue,” “anticipate,” “believe,” “estimate,” “expect,” “plan,” “target,” “predict,” “project,” “seek” and similar expressions as they relate to Hayward are intended to identify forward-looking statements. Hayward believes that it is important to communicate its future expectations to its stockholders, and it therefore makes forward-looking statements in reliance upon the safe harbor provisions of the Act. However, there may be events in the future that Hayward is not able to accurately predict or control, and actual results may differ materially from the expectations it describes in its forward-looking statements.
Examples of forward-looking statements include, among others, statements Hayward makes regarding: Hayward’s 2023 guidance; SG&A cost savings; financial position; business plans and objectives; general economic and industry trends; business prospects; future product development and acquisition strategies; growth and expansion opportunities; operating results; and working capital and liquidity. The forward-looking statements in this earnings release are only predictions. Hayward may not achieve the plans, intentions or expectations disclosed in Hayward’s forward-looking statements, and you should not place significant reliance on its forward-looking statements. Hayward has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Moreover, neither Hayward nor any other person assumes responsibility for the accuracy and completeness of forward-looking statements taken from third-party industry and market reports.
Important factors that could affect Hayward’s future results and could cause those results or other outcomes to differ materially from those indicated in its forward-looking statements include the following: its relationships with and the performance of distributors, builders, buying groups, retailers and servicers who sell Hayward’s products to pool owners; impacts on Hayward’s business from the sensitivity of its business to seasonality and unfavorable economic business and weather conditions; competition from national and global companies, as well as lower-cost manufacturers; Hayward’s ability to develop, manufacture and effectively and profitably market and sell its new planned and future products; its ability to execute on its growth strategies and expansion opportunities; impacts on Hayward’s business from political, regulatory, economic, trade, and other risks associated with operating foreign businesses, including risks associated with geopolitical conflict; its ability to maintain favorable relationships with suppliers and manage disruptions to its global supply chain and the availability of raw materials, including as a result of the COVID-19 pandemic; Hayward’s ability to identify emerging technological and other trends in its target end markets; failure of markets to accept new product introductions and enhancements; the ability to successfully identify, finance, complete and integrate acquisitions; its reliance on information technology systems and susceptibility to threats to those systems, including cybersecurity threats, and risks arising from its collection and use of personal information data; regulatory changes and developments affecting Hayward’s current and future products; volatility in currency exchange rates and interest rates; Hayward’s ability to service its existing indebtedness and obtain additional capital to finance operations and its growth opportunities; Hayward’s ability to establish and maintain intellectual property protection for its products, as well as its ability to operate its business without infringing, misappropriating or otherwise violating the intellectual property rights of others; the impact of material cost and other inflation; Hayward’s ability to attract and retain senior management and other qualified personnel; the impact of changes in laws, regulations and administrative policy, including those that limit U.S. tax benefits, impact trade agreements and tariffs, or address the impacts of climate change; the outcome of litigation and governmental proceedings; impacts on Hayward’s product manufacturing disruptions, including as a result of catastrophic and other events beyond its control, including risks associated with geopolitical conflict; uncertainties affecting the pace of distribution channel destocking and its impact on sales volumes; Hayward’s ability to realize cost savings from restructuring activities; Hayward’s and its customers’ ability to manage product inventory in an effective and efficient manner; and other factors set forth in “Risk Factors” in Hayward’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

Many of these factors are macroeconomic in nature and are, therefore, beyond Hayward’s control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, Hayward’s actual results, performance or achievements may vary materially from those described in this earnings release as anticipated, believed, estimated, expected, intended, planned or projected. The forward-looking statements included in this earnings release are made only as of the date of this earnings release. Unless required by United States federal securities laws, Hayward neither intends nor assumes any obligation to update these forward-looking statements for any reason after the date of this earnings release to conform these statements to actual results or to changes in Hayward’s expectations.
NON-GAAP FINANCIAL MEASURES
This earnings release includes certain financial measures not presented in accordance with the generally accepted accounting principles in the United States (“GAAP”) including adjusted net income, adjusted basic EPS, adjusted diluted EPS, EBITDA, adjusted EBITDA, adjusted EBITDA margin, consolidated segment income, adjusted consolidated segment income, adjusted consolidated segment income margin, adjusted segment income, adjusted segment income margin, net debt and free cash flow. These financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income (loss), segment income or other measures of profitability, performance or financial condition under GAAP. You should be aware that the Company’s presentation of these measures may not be



comparable to similarly titled measures used by other companies, which may be defined and calculated differently. See the appendix for a reconciliation of historical non-GAAP measures to the most directly comparable GAAP measures.
Reconciliation of fiscal 2022 adjusted EBITDA guidance is not being provided, as Hayward does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation.



Hayward Holdings, Inc.
Unaudited Consolidated Balance Sheets
(Dollars in thousands, except per share data)
December 31, 2022December 31, 2021
Assets
Current assets
Cash and cash equivalents$56,177 $265,796 
Accounts receivable, net of allowances of $3,937 and $2,003, respectively
209,109 208,112 
Inventories, net283,658 233,449 
Prepaid expenses14,981 12,459 
Income tax receivable27,173 — 
Other current assets21,186 30,705 
Total current assets612,284 750,521 
Property, plant, and equipment, net of accumulated depreciation of $82,127 and $67,366, respectively
149,828 146,754 
Goodwill932,396 924,264 
Trademark736,000 736,000 
Customer relationships, net230,503 242,854 
Other intangibles, net106,673 103,192 
Other non-current assets107,329 74,885 
Total assets$2,875,013 $2,978,470 
Liabilities and Stockholders' Equity
Current liabilities
Current portion of the long-term debt$14,531 $12,155 
Accounts payable54,022 87,445 
Accrued expenses and other liabilities163,283 190,378 
Income taxes payable574 13,886 
Total current liabilities232,410 303,864 
Long-term debt, net1,085,055 973,124 
Deferred tax liabilities, net264,111 262,378 
Other non-current liabilities70,403 69,591 
Total liabilities1,651,979 1,608,957 
Stockholders' equity
Preferred stock, $0.001 par value, 100,000,000 authorized, no shares issued or outstanding as of December 31, 2022 and December 31, 2021
— — 
Common stock $0.001 par value, 750,000,000 authorized; 240,529,150 issued and 211,862,781 outstanding at December 31, 2022; 238,432,216 issued and 233,056,799 outstanding at December 31, 2021
241 238 
Additional paid-in capital1,069,878 1,058,724 
Common stock in treasury; 28,666,369 and 5,375,417 at December 31, 2022 and December 31, 2021, respectively
(357,415)(14,066)
Retained earnings500,222 320,875 
Accumulated other comprehensive income10,108 3,742 
Total stockholders' equity1,223,034 1,369,513 
Total liabilities, redeemable stock, and stockholders' equity$2,875,013 $2,978,470 












Hayward Holdings, Inc.
Unaudited Consolidated Statements of Operations
(Dollars in thousands, except per share data)
Three Months Ended Twelve Months Ended
December 31, 2022December 31, 2021December 31, 2022December 31, 2021
Net sales$258,967 $352,385 $1,314,136 $1,401,794 
Cost of sales149,475 186,979 717,101 746,012 
Gross profit109,492 165,406 597,035 655,782 
Selling, general, and administrative expense60,515 60,135 248,812 267,264 
Research, development, and engineering expense5,948 6,680 22,359 22,867 
Acquisition and restructuring related (income) expense(1,337)12,578 8,162 15,030 
Amortization of intangible assets8,301 6,485 32,129 32,647 
Operating income36,065 79,528 285,573 317,974 
Interest expense, net16,282 8,557 51,387 50,854 
Loss on debt extinguishment— — — 9,418 
Other (income) expense, net(3,107)(7,094)(51)(2,439)
Total other expense13,175 1,463 51,336 57,833 
Income from operations before income taxes22,890 78,065 234,237 260,141 
Provision for income taxes6,922 14,344 54,890 56,416 
Net income$15,968 $63,721 $179,347 $203,725 
Earnings per share
Basic$0.08 $0.27 $0.82 $0.52 
Diluted$0.07 $0.26 $0.78 $0.49 
Weighted average common shares outstanding
Basic211,406,214232,454,438 219,945,024 187,688,087 
Diluted219,958,655244,514,387 229,726,497 200,574,232 




Hayward Holdings, Inc.
Unaudited Consolidated Statements of Cash Flows
(In thousands)
Year Ended
December 31, 2022December 31, 2021
Cash flows from operating activities
Net income$179,347 $203,725 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation19,246 18,826 
Amortization of intangible assets38,393 38,990 
Amortization of deferred debt issuance fees3,271 4,005 
Stock-based compensation7,948 15,005 
Deferred income taxes(5,345)(15,314)
Allowance for bad debts1,934 644 
Loss on debt extinguishment— 9,418 
Loss on write-off of intangible assets— 6,319 
Loss on disposal of property, plant and equipment6,128 4,219 
Changes in operating assets and liabilities
Accounts receivable(3,409)(70,115)
Inventories(35,117)(89,660)
Other current and non-current assets(40,197)(17,161)
Accounts payable(36,773)18,365 
Accrued expenses and other liabilities(19,482)62,121 
Net cash provided by operating activities115,944 189,387 
Cash flows from investing activities
Purchases of property, plant, and equipment(29,625)(26,222)
Purchases of intangibles— (914)
Acquisitions, net of cash acquired(62,952)(21,509)
Proceeds from sale of property, plant, and equipment25 
Proceeds from settlements of investment currency hedge— (157)
Net cash used in investing activities(92,573)(48,777)
Cash flows from financing activities
Proceeds from issuance of common stock - Initial Public Offering— 377,400 
Costs associated with Initial Public Offering— (26,124)
Purchase of common stock for treasury(343,349)(9,524)
Proceeds from issuance of long-term debt129,725 51,659 
Debt issuance costs(8,547)(12,551)
Payments of long-term debt(10,445)(369,644)
Proceeds from revolving credit facility150,000 68,000 
Payments on revolving credit facility(150,000)(68,000)
Proceeds from issuance of short term debt8,119 — 
Payments of short term debt(5,063)— 
Other, net320 (259)
Net cash (used in) provided by financing activities(229,240)10,957 
Effect of exchange rate changes on cash and cash equivalents and restricted cash(3,750)(1,065)
Change in cash and cash equivalents and restricted cash(209,619)150,502 
Cash and cash equivalents and restricted cash, beginning of period265,796 115,294 
Cash and cash equivalents and restricted cash, end of period$56,177 $265,796 
Supplemental disclosures of cash flow information
Cash paid-interest$51,499 $46,763 
Cash paid-income taxes99,395 62,467 
Equipment financed under finance leases1,603 — 



Reconciliations
Consolidated Reconciliations
Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations (Non-GAAP)
Following is a reconciliation from net income to adjusted EBITDA:
(Dollars in thousands)Three Months Ended Twelve Months Ended
December 31, 2022December 31, 2021December 31, 2022December 31, 2021
Net income $15,968 $63,721 $179,347 $203,725 
Depreciation5,315 4,730 19,246 18,826 
Amortization9,956 8,087 38,393 38,990 
Interest expense16,282 8,557 51,387 50,854 
Income taxes6,922 14,344 54,890 56,416 
Loss on extinguishment of debt— — — 9,418 
EBITDA54,443 99,439 343,263 378,229 
Stock-based compensation (a)
354 2,636 1,602 19,019 
Sponsor management fees (b)
— — — 90 
Currency exchange items (c)
(1,850)106 926 4,485 
Acquisition and restructuring related expense, net (d)
(1,337)12,578 8,162 15,030 
Other (e)
1,652 (9,056)13,622 4,884 
Total Adjustments(1,181)6,264 24,312 43,508 
Adjusted EBITDA$53,262 $105,703 $367,575 $421,737 
Adjusted EBITDA margin20.6 %30.0 %28.0 %30.1 %
(a)
Represents non-cash stock-based compensation expense related to equity awards issued to management, employees, and directors. Beginning in the three months ended July 2, 2022, the adjustment includes only expense related to awards issued under the 2017 Equity Incentive Plan, which were awards granted prior to the effective date of Hayward’s initial public offering (the “IPO”), whereas in prior periods, the adjustment included stock-based compensation expense for all equity awards. Under the historical presentation, the stock-based compensation adjustment for the three months and twelve months ended December 31, 2022 would have been an expense of $2.2 million and $6.9 million, respectively.
(b)
Represents fees paid to certain of the Company’s controlling stockholders for services rendered pursuant to a 2017 management services agreement. This agreement and the corresponding payment obligation ceased on March 16, 2021, the effective date of the IPO.
(c)
Represents unrealized non-cash losses (gains) on foreign denominated monetary assets and liabilities and foreign currency contracts.
(d)
Adjustments in the fiscal quarter ended December 31, 2022 include a $2.4 million gain resulting from the release of certain reserves associated with the exit of an early-stage product line discontinued in 2021, partially offset by separation costs associated with a reduction-in-force.
Adjustments in the fiscal quarter ended December 31, 2021 include $9.9 million of business restructuring related costs associated with the exit of an early-stage product line acquired in 2018, and $2.6 million severance and retention costs associated with the relocation of our Corporate headquarters.
Adjustments in the year ended December 31, 2022 primarily include $5.0 million of costs associated with the relocation of the Corporate headquarters, $2.9 million separation costs associated with a reduction-in-force, and $1.9 million transaction costs associated with the acquisition of the specialty lighting business of Halco Technologies, LLC ("Specialty Lighting Business"), partially offset by a $2.4 million gain resulting from the release of certain reserves associated with the exit of an early-stage product line discontinued in 2021.

Adjustments in the year ended December 31, 2021 primarily include $9.9 million of business restructuring related costs associated with the exit of an early-stage product line acquired in 2018, $3.0 million severance and relocation costs associated with the relocation of our Corporate headquarters, and $2.1 million of business restructuring related costs associated with the exit of redundant manufacturing and distribution facilities.
(e)
Adjustments in the fiscal quarter ended December 31, 2022 primarily includes a $0.7 million non-cash increase in cost of goods sold resulting from the fair value inventory step-up adjustment recognized as part of the purchase accounting for the Specialty Lighting Business, $0.7 million of transitional expenses incurred to enable go-forward public company regulatory compliance, and other immaterial items.
Adjustments in the fiscal quarter ended December 31, 2021 primarily include $12.8 million income related to the property damage and business interruption as a result of the fire incident in our manufacturing and administrative facilities in Yuncos, Spain as well as $2.5 million of operating losses associated with the early-stage product line mentioned above, and other immaterial items.
Adjustments in the year ended December 31, 2022 include $5.5 million of expenses associated with the discontinuation of a product joint development agreement, a $3.3 million non-cash increase in cost of goods sold resulting from the fair value inventory step-up adjustment recognized as part of the purchase accounting for the Specialty Lighting Business, $2.3 million of transitional expenses incurred to enable go-forward public company regulatory compliance, $1.4 million of costs incurred related to the selling stockholder offering of shares in May 2022, which are reported in SG&A in our consolidated statements of operations, $0.9 million of expenses related to the Corporate headquarters transition, $0.2 million bad debt reserves related to certain customers impacted by the conflict in Russia and Ukraine, and other immaterial items, partially offset by subsequent collections and $1.1 million of gains resulting from an insurance policy reimbursement related to the fire incident in our manufacturing and administrative facilities in Yuncos, Spain.

Adjustments in the year ended December 31, 2021 primarily include $7.4 million net insurance settlement proceeds which reflects an incurred property damage loss of $5.4 million, recorded in the second quarter, offset by an insurance policy reimbursement of $12.8 million received in the fourth quarter for the aforementioned property loss as well as the consequential business interruption loss amount caused by the fire incident in Yuncos Spain, a $4.0 million legal reserve and fees, $4.0 million of operating losses related to the early-stage product line acquired in 2018 mentioned above, $1.9 million related to debt refinancing, $1.0 million related to our IPO, and other immaterial items.





Adjusted Net Income and Adjusted EPS Reconciliation (Non-GAAP)

Following is a reconciliation of net income to adjusted net income and earnings per share to adjusted earnings per share:
(Dollars in thousands, except per share data)Three Months Ended Twelve Months Ended
December 31, 2022December 31, 2021December 31, 2022December 31, 2021
Net income$15,968 $63,721 $179,347 $203,725 
Tax adjustments (a)
1,164 (6,799)(2,676)(6,799)
Other adjustments and amortization:
Stock-based compensation (b)
354 2,636 1,602 19,019 
Sponsor management fees (c)
— — — 90 
Currency exchange items (d)
(1,850)106 926 4,485 
Acquisition and restructuring related expense, net (e)
(1,337)12,578 8,162 15,030 
Other (f)
1,652 (9,056)13,622 4,884 
Total other adjustments(1,181)6,264 24,31243,508 
Loss on extinguishment of debt— — — 9,418 
Amortization9,956 8,087 38,393 38,990 
Tax effect (g)
(2,207)(3,887)(15,379)(22,519)
Certain transactional-related adjustments (h):
Interest savings— — — 6,443 
Acquisitions— 744 2,761 3,823 
Tax effect (g)
— (151)(678)(2,774)
Adjusted net income$23,700 $67,979 $226,080 $273,815 
Weighted average number of common shares outstanding, basic211,406,214 232,454,438 219,945,024 187,688,087 
Weighted average number of common shares outstanding, diluted219,958,655 244,514,387 229,726,497 200,574,232 
Basic EPS$0.08 $0.27 $0.82 $0.52 
Diluted EPS$0.07 $0.26 $0.78 $0.49 
Adjusted basic EPS (i)
$0.11 $0.29 1.031.46
Adjusted diluted EPS (i)
$0.11 $0.28 0.981.37



(a)
Tax adjustments for the three and twelve months ended December 31, 2022 reflect a normalized tax rate of 25.2% and 24.6% compared to our effective tax rate of 30.2% and 23.4%, respectively. Our effective tax rate for the three months ended December 31, 2022 includes a 4% impact from withholding taxes related to the repatriation of foreign earnings and 1% impact associated with share-based compensation activity. Our effective tax rate for the twelve months ended December 31, 2022 includes a (0.9)% impact of the revaluation of deferred tax liabilities as a result of state tax law changes, (0.6)% impact from the exercise of stock options and a (0.1)% impact from return to provision items, partially offset by a 0.4% impact from withholding taxes related to the repatriation of foreign earnings. Tax adjustments for the three and twelve months ended December 31, 2021 reflect a normalized tax rate of 20.4% and 24.3% compared to our effective tax rate of 18.4% and 21.7%, respectively. Our effective tax rate for the three and twelve months ended December 31, 2021 includes the tax impacts associated with reversal of certain valuation allowances, the impact associated with share-based compensation activity and the impact of our exit of an early-stage product line phased out in 2021. The impact to the effective tax rate of the aforementioned items on the three- months ended December 31, 2021 were (1.1%), (0.7)% and (0.2)%, respectively. The impact to the effective tax rate of the aforementioned items on the twelve months ended December 31, 2021 were (1.4%), (0.9)% and (0.3)%, respectively.
(b)
Represents non-cash stock-based compensation expense related to equity awards issued to management, employees, and directors. Beginning in the three months ended July 2, 2022, the adjustment includes only expense related to awards issued under the 2017 Equity Incentive Plan, which were awards granted prior to the effective date of the IPO, whereas in prior periods, the adjustment included stock-based compensation expense for all equity awards. Under the historical presentation, the stock-based compensation adjustment for the three months and twelve months ended December 31, 2022 would have been an expense of $2.2 million and $6.9 million, respectively.
(c)
Represents fees paid to certain of the Company’s controlling stockholders for services rendered pursuant to a 2017 management services agreement. This agreement and the corresponding payment obligation ceased on March 16, 2021, the effective date of the IPO.
(d)
Represents unrealized non-cash losses (gains) on foreign denominated monetary assets and liabilities and foreign currency contracts.
(e)Adjustments in the fiscal quarter ended December 31, 2022 include a $2.4 million gain resulting from the release of certain reserves associated with the exit of an early-stage product line discontinued in 2021, partially offset by separation costs associated with a reduction-in-force.

Adjustments in the fiscal quarter ended December 31, 2021 include $9.9 million of business restructuring related costs associated with the exit of an early-stage product line acquired in 2018, and $2.6 million severance and retention costs associated with the relocation of our Corporate headquarters.
Adjustments in the year ended December 31, 2022 primarily include $5.0 million of costs associated with the relocation of the Corporate headquarters, $2.9 million separation costs associated with a reduction-in-force, and $1.9 million transaction costs associated with the acquisition of the Specialty Lighting Business, partially offset by a $2.4 million gain resulting from the release of certain reserves associated with the exit of an early-stage product line discontinued in 2021.

Adjustments in the year ended December 31, 2021 primarily include $9.9 million of business restructuring related costs associated with the exit of an early-stage product line acquired in 2018, $3.0 million severance and relocation costs associated with the relocation of our Corporate headquarters, and $2.1 million of business restructuring related costs associated with the exit of redundant manufacturing and distribution facilities.
(f)Adjustments in the fiscal quarter ended December 31, 2022 primarily includes a $0.7 million non-cash increase in cost of goods sold resulting from the fair value inventory step-up adjustment recognized as part of the purchase accounting for the Specialty Lighting Business, $0.7 million of transitional expenses incurred to enable go-forward public company regulatory compliance, and other immaterial items.

Adjustments in the fiscal quarter ended December 31, 2021 primarily include $12.8 million income related to the property damage and business interruption as a result of the fire incident in our manufacturing and administrative facilities in Yuncos, Spain as well as $2.5 million of operating losses associated with the early-stage product line mentioned above, and other immaterial items.
Adjustments in the year ended December 31, 2022 include $5.5 million of expenses associated with the discontinuation of a product joint development agreement, a $3.3 million non-cash increase in cost of goods sold resulting from the fair value inventory step-up adjustment recognized as part of the purchase accounting for the Specialty Lighting Business, $2.3 million of transitional expenses incurred to enable go-forward public company regulatory compliance, $1.4 million of costs incurred related to the selling stockholder offering of shares in May 2022, which are reported in SG&A in our consolidated statements of operations, $0.9 million of expenses related to the Corporate headquarters transition, $0.2 million bad debt reserves related to certain customers impacted by the conflict in Russia and Ukraine, and other immaterial items, partially offset by subsequent collections and $1.1 million of gains resulting from an insurance policy reimbursement related to the fire incident in our manufacturing and administrative facilities in Yuncos, Spain.

Adjustments in the year ended December 31, 2021 primarily include $7.4 million net insurance settlement proceeds which reflects an incurred property damage loss of $5.4 million, recorded in the second quarter, offset by an insurance policy reimbursement of $12.8 million received in the fourth quarter for the aforementioned property loss as well as the consequential business interruption loss amount caused by the fire incident in Yuncos Spain, a $4.0 million legal reserve and fees, $4.0 million of operating losses related to the early-stage product line acquired in 2018 mentioned above, $1.9 million related to debt refinancing, $1.0 million related to our IPO, and other immaterial items.
(g)The tax effect represents the immediately preceding adjustments at the normalized tax rates as discussed in footnote (a) above.
(h)
The adjustments for the three and twelve months ended December 31, 2021 represent adjustments related to the acquisition of the Specialty Lighting Business as if the acquisition had occurred at the beginning of the period and adjustments related to interest savings from repayment in full of our Second Lien Term Facility and partial repayment of our First Lien Credit Agreement as if such payments had occurred at the beginning of the period.
(i)For the twelve months ended December 31, 2021, adjusted net income used in the computation of adjusted basic and diluted EPS does not include certain IPO related items impacting net income attributable to common stockholders used as the numerator of the GAAP basic and diluted EPS computations, including a deemed dividend to Class A shareholders of $85.5 million and dividends to Class C shareholders of $41 thousand. Including these items in the calculation of adjusted EPS would result in adjusted basic and diluted EPS of $0.90 and $0.84 per share, respectively.



Segment Reconciliations

Following is a reconciliation from income from operations before income taxes to consolidated segment income and segment income to adjusted segment income for the North America (“NAM”) and Europe & Rest of World (“E&RW”) segments:
(Dollars in thousands)Three Months EndedThree Months Ended
December 31, 2022December 31, 2021
Total NAME&RWTotal NAME&RW
Net sales$258,967$216,809$42,158$352,385$297,574$54,811
Gross profit109,49293,13016,362165,406142,19723,209
Gross profit margin %42.3 %43.0 %38.8 %46.9 %47.8 %42.3 %
Income from operations before income taxes$22,890$78,065
Expenses not allocated to segments
Corporate expense, net6,14215,642
Acquisition and restructuring related expense(1,337)12,578
Amortization of intangible assets in selling, general, and administrative expense8,3016,485
Interest expense, net16,2828,557
Loss on debt extinguishment
Other (income) expense, net(3,107)(7,094)
Segment income$49,171$40,773$8,398$114,233$92,866$21,367
Segment income margin %19.0 %18.8 %19.9 %32.4 %31.2 %39.0 %
Depreciation$4,809 $4,614 $195 $4,395 $4,218 $177 
Amortization1,656 1,656 — 1,612 1,611 
Stock-based compensation (a)
(617)(566)(51)1,327 1,323 
Other (b)
568 716 (148)(2,043)3,114 (5,157)
Total adjustments6,416 6,420 (4)5,291 10,266 (4,975)
Adjusted segment income$55,587$47,193$8,394$119,524$103,132$16,392
Adjusted segment income margin %21.5 %21.8 %19.9 %33.9 %34.7 %29.9 %
(a)
Represents non-cash stock-based compensation expense related to equity awards issued to management, employees, and directors. Beginning in the three months ended July 2, 2022, the adjustment includes only expense related to awards issued under the 2017 Equity Incentive Plan, which were awards granted prior to the effective date of the IPO, whereas in prior periods, the adjustment included stock-based compensation expense for all equity awards. Under the historical presentation, the stock-based compensation adjustment for the fiscal quarter ended December 31, 2022 would have been an expense of $0.5 million and $0.1 million for NAM and E&RW, respectively.
(b)
Adjustments in the fiscal quarter ended December 31, 2022 for NAM includes a $0.7 million non-cash increase in cost of goods sold resulting from the fair value inventory step-up adjustment recognized as part of the purchase accounting for the Specialty Lighting Business. The fiscal quarter ended December 31, 2021 primarily includes operating losses of approximately $2.5 million which relate to an early-stage product line acquired in 2018 that was phased out in 2021.
Adjustments in the fiscal quarter ended December 31, 2022 for E&RW includes collections of previously reserved bad debt expense related to certain customers impacted by the conflict in Russia and Ukraine. The fiscal quarter ended December 31, 2021 primarily includes $5.4 million insurance proceeds associated with the fire incident in our Spain facility.










(Dollars in thousands)Twelve Months EndedTwelve Months Ended
December 31, 2022December 31, 2021
Total NAME&RWTotal NAME&RW
Net sales$1,314,136$1,108,859$205,277$1,401,794$1,160,850$240,944
Gross profit597,035514,85582,180655,782558,95096,832
Gross profit margin %45.4 %46.4 %40.0 %46.8 %48.2 %40.2 %
Income from operations before income taxes$234,237$260,141
Expenses not allocated to segments
Corporate expense, net30,15153,430
Acquisition and restructuring related expense8,16215,030
Amortization of intangible assets in selling, general, and administrative expense32,12932,647
Interest expense, net51,38750,854
Loss on debt extinguishment9,418
Other (income) expense, net(51)(2,439)
Segment income$356,015$308,627$47,388$419,081$359,886$59,195
Segment income margin %27.1 %27.8 %23.1 %29.9 %31.0 %24.6 %
Depreciation$17,815 $17,049 $766 $17,891 $16,871 $1,020 
Amortization6,265 6,265 — 6,352 6,351 
Stock-based compensation (a)
(434)(494)60 9,231 8,641 590 
Other (b)
9,534 9,332 202 4,948 4,665 283 
Total adjustments33,180 32,152 1,028 38,422 36,528 1,894 
Adjusted segment income
$389,195$340,779$48,416$457,503$396,414$61,089
Adjusted segment income margin %
29.6 %30.7 %23.6 %32.6 %34.1 %25.4 %
(a)
Represents non-cash stock-based compensation expense related to equity awards issued to management, employees, and directors. Beginning in the three months ended July 2, 2022, the adjustment includes only expense related to awards issued under the 2017 Equity Incentive Plan, which were awards granted prior to the effective date of the IPO, whereas in prior periods, the adjustment included stock-based compensation expense for all equity awards. Under the historical presentation, the stock-based compensation adjustment for the twelve months ended December 31, 2022 would have been an expense of $0.6 million and $0.2 million for NAM and E&RW, respectively.
(b)Adjustments in the year ended December 31, 2022 for NAM include $5.5 million of expenses associated with the discontinuation of a product joint development agreement and a $3.3 million non-cash increase in cost of goods sold resulting from the fair value inventory step-up adjustment recognized as part of the purchase accounting for the Specialty Lighting Business, and other immaterial items.

Adjustments in the year ended December 31, 2021 for NAM include non-recurring severance expenses, retention bonuses, legal fees, and the operating losses of approximately $4.0 million related to an early-stage product line acquired in 2018 that was phased out in 2021.
Adjustments in the year ended December 31, 2022 for E&RW include $0.2 million bad debt reserves related to certain customers impacted by the conflict in Russia and Ukraine partially offset by subsequent collections.

Adjustments in the year ended December 31, 2021 for E&RW include $5.4 million of costs related to a fire at our manufacturing and administrative facilities in Yuncos Spain incurred in the second quarter of 2021 that were offset by the insurance proceeds received in the fourth quarter of 2021.



CONTACTS
Media Relations:
Tanya McNabb
tmcnabb@hayward.com
Investor Relations:
Kevin Maczka
investor.relations@hayward.com
Source: Hayward Holdings, Inc.