July 28, 2022

Hayward Holdings Announces Second Quarter Fiscal Year 2022 Financial Results

Strong Quarter Driven by North America Sales

SECOND QUARTER FISCAL 2022 HIGHLIGHTS

•Net Sales increased 10% year-over-year to $399.4 million, North America increased by 17%

•Net Income increased 25% year-over-year to $66.3 million

•Adjusted EBITDA increased 16% year-over-year to $127.6 million

CHARLOTTE, N.C. -- (BUSINESS WIRE) -- Hayward Holdings, Inc. (“Hayward”) (NYSE: HAYW), a global designer, manufacturer and marketer of a broad portfolio of pool equipment and associated automation systems, today announced financial results for the second quarter ended July 2, 2022 of its fiscal year 2022.

CEO COMMENTS

“I am pleased to report another quarter of growth and improved operational results,” said Kevin Holleran, Hayward’s President and Chief Executive Officer. “Our strong execution and price realization drove improved gross margins, and our recent product introductions continue to drive good share gains. Overall in our core U.S. market, we see healthy demand driven by product upgrade trends in the aftermarket and resilient new construction activity. Additionally, we closed on the acquisition of a specialty lighting business which strengthens our portfolio of lighting solutions. However, during the quarter, we started to see the impact of the macro-economic environment, particularly in Europe, while seasonal markets in North America were impacted by the cool and wet spring weather. Given these trends and improving supply chain predictability, we expect our channel partners will reduce their Hayward inventory on hand by approximately 4 to 6 weeks in the second half of 2022. We are reducing our 2022 guidance to reflect this inventory reduction, and are taking the appropriate actions to manage our production and costs to maintain our industry leading margins. We and our Board are very confident in Hayward’s long term growth and free cash flow generation and as such are replenishing our share repurchase program to $450 million over 3 years.”

SECOND QUARTER FISCAL 2022 CONSOLIDATED RESULTS

Net sales increased by 10% to $399.4 million for the second quarter of fiscal 2022. Net sales continue to be driven by trends in aftermarket upgrades and consumer investments in outdoor living spaces. Net sales growth during the quarter was the result of favorable pricing and acquisitions, partially offset by lower volumes and unfavorable foreign exchange impact. The decline in volume was primarily the result of 20% lower volume sales in Europe due to geopolitical factors, poor weather in seasonal markets in North America, and initial channel inventory reductions.

Gross profit increased by 13% to $189.4 million for the second quarter of fiscal 2022. Gross profit margin increased 130 basis points to 47.4%. The increase in gross margin was due to the full impact of our pricing actions implemented over the last 18 months to offset inflation.

Selling, general, and administrative (“SG&A”) expenses decreased by 4% to $68.9 million for the second quarter of fiscal 2022. The decrease in SG&A was a result of lower performance related incentive-based compensation and warranty expenses. As a percentage of net sales, SG&A decreased 244 basis points to 17%, compared to the prior year period. Research, development, and engineering expenses were $5.0 million for the second quarter of fiscal 2022, or 1% of net sales, as compared to $5.0 million for the prior year period, or 1% of net sales.

Operating income increased by 27% to $102.7 million for the second quarter of fiscal 2022. The increase in operating income was driven by higher sales.

Interest expense, net, decreased by approximately 11% to $11.6 million for the second quarter of fiscal 2022 primarily as a result of lower interest rates as a result of the amendment to our credit facilities in the second quarter of fiscal 2021.

During the quarter we incurred an income tax expense of $21.1 million with an effective tax rate of 24.1% compared to $12.6 million at an effective tax rate of 19.4% for the prior year period. The increase is primarily due to the increase in income from operations in the current year.

Net income increased by 25% to $66.3 million for the second quarter of fiscal 2022.

Adjusted EBITDA increased by 16% to $127.6 million for the second quarter of fiscal 2022. Adjusted EBITDA margin expanded 166 basis points to 32.0%.

SECOND QUARTER FISCAL 2022 SEGMENT RESULTS

North America

Net sales increased by 17% to $342.1 million for the second quarter of fiscal 2022. The increase was driven by improved pricing and acquisitions, which offset the lower volume in weather effected seasonal markets, namely the Midwest, Northeast and Canada, as well as a moderating of channel inventory.

Segment income increased by 24% to $110.5 million for the second quarter of fiscal 2022. Adjusted segment income increased by 24% to $122.5 million.

Europe & Rest of World

Net sales decreased by 19% to $57.4 million for the second quarter of fiscal 2022. The decrease was primarily driven by a decline in volume and the unfavorable impact from foreign currency, as well as channel inventory reductions.

Segment income increased by 7% to $13.2 million for the second quarter of fiscal 2022. Adjusted segment income decreased by 27% to $13.0 million.

BALANCE SHEET AND CASH FLOW

As of July 2, 2022, Hayward had cash and cash equivalents of $109.0 million and approximately $130.1 million available for future borrowings under its ABL Facility. Cash flow from operations for the six months ended July 2, 2022, of approximately $64 million was a decrease of approximately $60 million from the comparative period as a result of the increase in working capital.

OUTLOOK    

Hayward is reducing its full fiscal year 2022 guidance to reflect its outlook for the expected channel inventory reduction in the second half of the year as well as continued impact of geopolitical events in Europe and unfavorable exchange rates. Hayward continues to see robust consumer demand for pool equipment products in the U.S., specifically, for our suite of SmartPadTM products into both new construction and the aftermarket. In addition, recent acquisitions and new products support Hayward's leading market position. Hayward is confident in its ability to successfully execute in an evolving environment in the near-term and remains positive about its long-term growth outlook.

For the full fiscal year 2022, Hayward's outlook for net sales is a decline of 2% to 6% year-over-year and for Adjusted EBITDA, is $385 million to $400 million. Despite the reduction in current year outlook, we are very proud that the midpoint of our revised guidance for fiscal year 2022 implies a three year aggregate growth of $613 million, or 84%, in net sales and $220 million, or 128%, in Adjusted EBITDA.

Please see the Forward-Looking Statements section of this release for a discussion of certain risks relevant to Hayward’s outlook.

SHARE REPURCHASE PROGRAM

In the first half of 2022, Hayward repurchased approximately $293.1 million in common stock under its previously approved share repurchase program, leaving approximately $156.9 million remaining under the initial authorization. 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. 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, July 28, 2022 at 9:00 a.m. (ET).

To access the live conference call, please register for the call in advance by visiting https://ige.netroadshow.com/registration/q4inc/11296/hayward-holdings-inc-2q22-earnings-call/. 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 061360. The replay will be available until 11:59 p.m. Eastern Time on August 11, 2022.

ABOUT HAYWARD HOLDINGS, INC.

Hayward Holdings, Inc. (NYSE: HAYW) is a leading global designer and manufacturer of pool equipment and technology all key to the SmartPad™ conversion strategy designed to provide superior outdoor living experience. Hayward offers a full line of innovative, energy-efficient and sustainable residential and commercial pool equipment, including a complete line of advanced pumps, filters, heaters, automatic pool cleaners, LED lighting, internet of things (IoT) enabled controls, alternate sanitizers and water features.

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 outlook, 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 ability to execute on its growth strategies and expansion opportunities; 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; its relationships with and the performance of distributors, builders, buying groups, retailers and servicers who sell Hayward’s products to pool owners; competition from national and global companies, as well as lower-cost manufacturers; impacts on Hayward’s business from the sensitivity of its business to seasonality and unfavorable economic and business conditions; Hayward’s ability to identify emerging technological and other trends in its target end markets; Hayward’s ability to develop, manufacture and effectively and profitably market and sell its new planned and future products; failure of markets to accept new product introductions and enhancements; the ability to successfully identify, finance, complete and integrate acquisitions; Hayward’s ability to attract and retain senior management and other qualified personnel; regulatory changes and developments affecting Hayward’s current and future products; volatility in currency exchange rates; Hayward’s ability to service its existing indebtedness and obtain additional capital to finance operations and its growth 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; 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; 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 business from the COVID-19 pandemic; and other factors set forth in “Risk Factors” in Hayward’s Annual Report on Form 10-K for the year ended December 31, 2021.

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”), EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted segment income, adjusted segment income margin and net debt. 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 or performance 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 for the forward-looking full year fiscal 2022 net sales and adjusted EBITDA outlook 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 Condensed Consolidated Balance Sheets

(Dollars in thousands, except per share data)

	July 2, 2022		December 31, 2021
Assets
Current assets
Cash and cash equivalents	$	108,965	$	265,796
Accounts receivable, net of allowances of $3,235 and $2,003, respectively	248,639		208,112
Inventories, net	312,461		233,449
Prepaid expenses	17,709		12,459
Other current assets	21,126		30,705
Total current assets	708,900		750,521
Property, plant, and equipment, net of accumulated depreciation of $74,683 and $67,366, respectively	147,651		146,754
Goodwill	926,730		924,264
Trademark	736,000		736,000
Customer relationships, net	228,491		242,854
Other intangibles, net	138,708		103,192
Other non-current assets	94,875		74,885
Total assets	$	2,981,355	$	2,978,470
Liabilities and Stockholders' Equity
Current liabilities
Current portion of the long-term debt	$	11,957	$	12,155
Accounts payable	97,500		87,445
Accrued expenses and other liabilities	200,686		190,378
Income taxes payable	—		13,886
Total current liabilities	310,143		303,864
Long-term debt, net	1,119,312		973,124
Deferred tax liabilities, net	256,453		262,378
Other non-current liabilities	73,826		69,591
Total liabilities	1,759,734		1,608,957
Stockholders' equity
Preferred stock, $0.001 par value, 100,000,000 authorized, no shares issued or outstanding as of July 2, 2022 and December 31, 2021	—		—
Common stock $0.001 par value, 750,000,000 authorized; 239,583,621 issued and 215,687,086 outstanding at July 2, 2022; 238,432,216 issued and 233,056,799 outstanding at December 31, 2021	240		238
Additional paid-in capital	1,064,113		1,058,724
Common stock in treasury; 23,896,535 and 5,375,417 at July 2, 2022 and December 31, 2021, respectively	(307,225)		(14,066)
Retained earnings	461,167		320,875
Accumulated other comprehensive income	3,326		3,742
Total stockholders' equity	1,221,621		1,369,513
Total liabilities, redeemable stock, and stockholders' equity	$	2,981,355	$	2,978,470

Hayward Holdings, Inc.

Unaudited Condensed Consolidated Statements of Operations

(Dollars in thousands, except per share data)

	Three Months Ended				Six Months Ended
	July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021
Net sales	$	399,442	$	364,422	$	809,902	$	698,785
Cost of sales	210,077		196,404		430,143		370,863
Gross profit	189,365		168,018		379,759		327,922
Selling, general, and administrative expense	68,947		71,802		137,804		138,322
Research, development, and engineering expense	5,033		4,997		10,269		9,817
Acquisition and restructuring related expense	4,940		1,636		7,211		1,669
Amortization of intangible assets	7,697		8,632		15,307		17,462
Operating income	102,748		80,951		209,168		160,652
Interest expense, net	11,605		12,975		21,167		31,247
Loss on debt extinguishment	—		3,608		—		9,418
Other (income) expense, net	3,804		(1,000)		3,290		2,568
Total other expense	15,409		15,583		24,457		43,233
Income from operations before income taxes	87,339		65,368		184,711		117,419
Provision for income taxes	21,079		12,552		44,419		27,736
Net income	$	66,260	$	52,816	$	140,292	$	89,683
Earnings per share
Basic	$	0.30	$	0.23	$	0.62	$	0.02
Diluted	$	0.29	$	0.22	$	0.59	$	0.02
Weighted average common shares outstanding
Basic	218,401,182		231,103,424		225,358,529		143,721,029
Diluted	228,642,982		244,203,652		235,943,099		153,571,905

Hayward Holdings, Inc. Unaudited Condensed Consolidated Statements of Cash Flows (Dollars in thousands)	Six Months Ended
	July 2, 2022		July 3, 2021
Cash flows from operating activities
Net income	$	140,292	$	89,683
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation	9,598		9,251
Amortization of intangible assets	18,188		20,497
Amortization of deferred debt issuance fees	1,478		2,253
Stock-based compensation	3,632		12,478
Deferred income taxes	(9,423)		(3,403)
Allowance for bad debts	1,232		131
Loss on debt extinguishment	—		9,418
Loss on disposal of property, plant and equipment	5,359		3,742
Changes in operating assets and liabilities
Accounts receivable	(40,727)		(36,989)
Inventories	(67,946)		(26,586)
Other current and non-current assets	5,918		(1,534)
Accounts payable	5,982		29,817
Accrued expenses and other liabilities	(9,907)		14,631
Net cash provided by operating activities	63,676		123,389
Cash flows from investing activities
Purchases of property, plant, and equipment	(15,855)		(9,854)
Purchases of intangibles	—		(528)
Acquisitions, net of cash acquired	(61,337)		—
Proceeds from sale of property, plant, and equipment	4		25
Proceeds from settlements of investment currency hedge	—		699
Net cash used in investing activities	(77,188)		(9,658)
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	(293,159)		(1,044)
Proceeds from issuance of long-term debt	—		51,659
Debt issuance costs	—		(12,289)
Payments of long-term debt	(5,000)		(364,644)
Proceeds from revolving credit facility	150,000		68,000
Payments on revolving credit facility	—		(68,000)
Proceeds from issuance of short term debt	6,979		—
Payments of short term debt	(642)		—
Other, net	721		(108)
Net cash (used in) provided by financing activities	(141,101)		24,850
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(2,218)		(52)
Change in cash and cash equivalents and restricted cash	(156,831)		138,529
Cash and cash equivalents and restricted cash, beginning of period	265,796		115,294
Cash and cash equivalents and restricted cash, end of period	$	108,965	$	253,823
Supplemental disclosures of cash flow information
Cash paid-interest	$	19,358	$	29,152
Cash paid-income taxes	67,286		25,675
Equipment financed under finance leases	1,531		—

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						Six Months Ended
	July 2, 2022			July 3, 2021			July 2, 2022			July 3, 2021
Net income	$	66,260		$	52,816		$	140,292		$	89,683
Depreciation	4,758			4,503			9,598			9,251
Amortization	9,091			10,105			18,188			20,497
Interest expense	11,605			12,975			21,167			31,247
Income taxes	21,079			12,552			44,419			27,736
Loss on extinguishment of debt	—			3,608			—			9,418
EBITDA	112,793			96,559			233,664			187,832
Stock-based compensation (a)	315			5,265			1,252			15,899
Sponsor management fees (b)	—			—			—			90
Currency exchange items (c)	3,453			(593)			2,724			3,230
Acquisition and restructuring related expense, net (d)	4,940			1,636			7,211			1,669
Other (e)	6,136			7,527			9,035			8,986
Total Adjustments	14,844			13,835			20,222			29,874
Adjusted EBITDA	$	127,637		$	110,394		$	253,886		$	217,706
Adjusted EBITDA margin	32.0		%	30.3		%	31.3		%	31.2		%

(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 and six months ended July 2, 2022 would have been an expense of $1.9 million and $2.9 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 three and six months ended July 2, 2022 are primarily driven by transaction costs associated with the acquisition of the specialty lighting business of Halco Lighting Technologies, LLC and costs associated with the relocation of the corporate headquarters. Adjustments in the three and six months ended July 3, 2021 are primarily driven by restructuring related costs associated with the exit of a redundant manufacturing and distribution facility.
(e)	Adjustments in the three months ended July 2, 2022 include expenses associated with the discontinuation of a product joint development agreement, costs incurred for follow-on equity offerings in May 2022, which are reported in SG&A in our unaudited condensed consolidated statements of operations, partially offset by gains resulting from an insurance policy reimbursement related to the fire incident in Yuncos, Spain. Adjustments in the three months ended July 3, 2021 include a write-off related to the aforementioned fire in Yuncos, Spain, costs related to our debt refinancing, and operating losses related to an early stage product business acquired in 2018 that was phased out. Adjustments in the six months ended July 2, 2022 include expenses associated with the discontinuation of a product joint development agreement, follow-on equity offerings in May 2022, which are reported in SG&A in our unaudited condensed consolidated statements of operations, partially offset by gains resulting from an insurance policy reimbursement related to the fire incident in Yuncos, Spain. Also included in the six months ended are bad debt reserves for certain customers in Russia and Ukraine partially offset by collections of these previously reserved receivables. Adjustments in the six months ended July 3, 2021 include a write-off related to the aforementioned fire in Yuncos, Spain, expenses incurred in preparation for the IPO and transaction related bonuses, costs related to our debt refinancing, and operating losses related to an early stage product business acquired in 2018 that was phased out.

Following is a reconciliation from net income to adjusted EBITDA for the last twelve months:

(Dollars in thousands)	Last Twelve Months(f)			Fiscal Year
	July 2, 2022			December 31, 2021
Net income	$	254,334		$	203,725
Depreciation	19,175			18,826
Amortization	36,680			38,990
Interest expense	40,774			50,854
Income taxes	73,099			56,416
Loss on extinguishment of debt	—			9,418
EBITDA	424,062			378,229
Stock-based compensation (a)	4,372			19,019
Sponsor management fees (b)	—			90
Currency exchange items (c)	3,979			4,485
Acquisition and restructuring related expense, net (d)	20,572			15,030
Other (e)	4,932			4,884
Total Adjustments	33,855			43,508
Adjusted EBITDA	$	457,917		$	421,737
Adjusted EBITDA margin	30.3		%	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 and six months ended July 2, 2022 would have been an expense of $1.9 million and $2.9 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 last twelve months ended July 2, 2022 and December 31, 2021 each include business restructuring related costs associated with the exit of an early-stage product business acquired in 2018, severance and relocation costs associated with the relocation of our Corporate headquarters, and business restructuring related costs associated with the exit of redundant manufacturing and distribution facilities.
(e)	Adjustments in the last twelve months ended July 2, 2022 include expenses associated with the discontinuation of a product joint development agreement, follow-on equity offerings, legal reserve and fee expenses, operating losses related to the early stage product business acquired in 2018 mentioned above, and bad debt reserves for certain customers in Russia and Ukraine, partially offset by gains resulting from an insurance policy reimbursement related to the fire incident in Yuncos, Spain Adjustments in the twelve months ended December 31, 2021 include net insurance settlement proceeds for property damage loss as well as the consequential business interruption loss amount caused by the fire incident in Yuncos Spain, legal reserve and fee expenses, operating losses related to the early stage product business acquired in 2018 mentioned above, debt refinancing expenses, and expenses incurred in preparation with the IPO.
(f)	Last twelve months adjusted EBITDA is calculated as six months ended July 2, 2022 Adjusted EBITDA plus Fiscal Year ended December 31, 2021 Adjusted EBITDA less six months ended July 3, 2021 Adjusted EBITDA.

Segment Reconciliations

Following is a reconciliation from segment income to adjusted segment income for the North America ("NAM") and Europe & Rest of World ("E&RW") segments:

(Dollars in thousands)	Three Months Ended									Three Months Ended
	July 2, 2022									July 3, 2021
	Total			NAM			E&RW			Total			NAM			E&RW
Net sales	$	399,442		$	342,080		$	57,362		$	364,422		$	293,575		$	70,847
Gross profit	$	189,365		$	166,818		$	22,549		$	168,018		$	140,442		$	27,576
Gross profit margin %	47.4		%	48.8		%	39.3		%	46.1		%	47.8		%	38.9		%
Segment income	$	123,771		$	110,539		$	13,232		$	101,652		$	89,285		$	12,367
Segment income margin %	31.0		%	32.3		%	23.1		%	27.9		%	30.4		%	17.5		%
Depreciation	4,454			4,248			206			4,410			4,109			301
Amortization	1,394			1,394			—			1,473			1,473			—
Stock-based compensation	829			765			64			3,753			3,748			5
Other (a)	5,040			5,538			(498)			5,597			551			5,046
Total adjustments	11,717			11,945			(228)			15,233			9,881			5,352
Adjusted segment income	$	135,488		$	122,484		$	13,004		$	116,885		$	99,166		$	17,719
Adjusted segment income margin %	33.9		%	35.8		%	22.7		%	32.1		%	33.8		%	25.0		%
Expenses not allocated to segments
Corporate expense, net	$	8,386								$	10,433
Acquisition and restructuring related expense	4,940									1,636
Amortization of intangible assets	7,697									8,632
Operating income	$	102,748								$	80,951

(a)	The three months ended July 2, 2022 for NAM includes expenses associated with the discontinuation of a product joint development agreement that Hayward believes are not representative of its ongoing business operations. The three months ended July 3, 2021 includes operating losses which relate to an early stage product business acquired in 2018 that was phased out in 2021.
	The three months ended July 2, 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 three months ended July 3, 2021 represents the impact of a fire at our manufacturing and administrative facilities in Yuncos, Spain.

(Dollars in thousands)	Six Months Ended									Six Months Ended
	July 2, 2022									July 3, 2021
	Total			NAM			E&RW			Total			NAM			E&RW
Net sales	$	809,902		$	688,376		$	121,526		$	698,785		$	565,040		$	133,745
Gross profit	$	379,759		$	329,875		$	49,886		$	327,922		$	275,098		$	52,824
Gross profit margin %	46.9		%	47.9		%	41.0		%	46.9		%	48.7		%	39.5		%
Segment income	$	249,351		$	219,150		$	30,201		$	202,346		$	175,100		$	27,246
Segment income margin %	30.79		%	31.8		%	24.9		%	29.0		%	31.0		%	20.4		%
Depreciation	8,957			8,582			375			9,068			8,400			668
Amortization	2,881			2,881			—			3,035			3,035			—
Stock-based compensation	459			356			103			7,996			7,444			552
Other (a)	6,450			5,738			712			6,034			983			5,051
Total adjustments	18,747			17,557			1,190			26,133			19,862			6,271
Adjusted segment income (a)	$	268,098		$	236,707		$	31,391		$	228,479		$	194,962		$	33,517
Adjusted segment income margin % (a)	33.1		%	34.4		%	25.8		%	32.7		%	34.5		%	25.1		%
Expenses not allocated to segments
Corporate expense, net	$	17,665								$	22,563
Acquisition and restructuring related expense	7,211									1,669
Amortization of intangible assets	15,307									17,462
Operating income	$	209,168								$	160,652

(a)

The six months ended July 2, 2022 for NAM includes expenses associated with the discontinuation of a product joint development agreement and certain general and administrative expenses that Hayward believes are not representative of its ongoing business operations. The six months ended July 3, 2021 include operating losses which relate to an early stage product business acquired in 2018 that was phased out in 2021.

The six months ended July 2, 2022 for E&RW includes bad debt reserves related to certain customers impacted by the conflict in Russia and Ukraine partially offset by subsequent collections.

CONTACTS

Investor Relations Contact: Hayward Investor Relations: 908-288-9706

investor.relations@hayward.com

Media Relations Contact:

Tanya McNabb

tmcnabb@hayward.com

Source: Hayward Holdings, Inc