EX-99.1 2 exhibit991unauditedcondens.htm EX-99.1 Document

Exhibit 99.1
 
SHARKNINJA, INC.
 
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
 
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SHARKNINJA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(unaudited)
 As of
 
March 31, 2024
December 31, 2023
Assets
Current assets:
Cash and cash equivalents$131,894 $154,061 
Accounts receivable, net(1)
780,557 985,172 
Inventories750,032 699,740 
Prepaid expenses and other current assets
61,350 58,311 
Total current assets1,723,833 1,897,284 
Property and equipment, net168,418 166,252 
Operating lease right-of-use assets137,524 63,333 
Intangible assets, net474,495 477,816 
Goodwill834,049 834,203 
Deferred tax assets, noncurrent12 
Other assets, noncurrent71,377 48,170 
Total assets$3,409,703 $3,487,070 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable(2)
$409,371 $459,651 
Accrued expenses and other current liabilities
412,141 620,333 
Tax payable45,088 20,991 
Current portion of long-term debt29,219 24,157 
Total current liabilities895,819 1,125,132 
Long-term debt765,647 775,483 
Operating lease liabilities, noncurrent139,994 63,043 
Deferred tax liabilities, noncurrent6,391 16,500 
Other liabilities, noncurrent28,282 28,019 
Total liabilities1,836,133 2,008,177 
Commitments and contingencies (Note 9)
Shareholders’ equity:
Ordinary shares, $0.0001 par value per share, 1,000,000,000 shares authorized; 139,818,810 and 139,083,369 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
14 14 
Additional paid-in capital996,159 1,009,590 
Retained earnings579,931 470,319 
Accumulated other comprehensive loss(2,534)(1,030)
Total shareholders’ equity1,573,570 1,478,893 
Total liabilities and shareholders’ equity$3,409,703 $3,487,070 
 
(1) Including amounts from a related party of $4,838 and $3,594 as of March 31, 2024 and December 31, 2023, respectively.
(2) Including amounts to a related party of $71,193 and $101,538 as of March 31, 2024 and December 31, 2023, respectively.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 
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SHARKNINJA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share data)
(unaudited) 
 
 Three Months Ended March 31,
 20242023
Net sales(1)
$1,066,228 $855,282 
Cost of sales(2)
539,611 454,739 
Gross profit526,617 400,543 
Operating expenses:  
Research and development(3)
69,596 58,725 
Sales and marketing214,568 152,120 
General and administrative(4)
87,511 67,068 
Total operating expenses371,675 277,913 
Operating income154,942 122,630 
Interest expense, net(14,722)(8,489)
Other income (expense), net3,248 (2,780)
Income before income taxes 143,468 111,361 
Provision for income taxes33,856 24,265 
Net income$109,612 $87,096 
Net income per share, basic$0.79 $0.63 
Net income per share, diluted$0.78 $0.63 
Weighted-average number of shares used in computing net income per share, basic139,448,556 138,982,872 
Weighted-average number of shares used in computing net income per share, diluted
140,703,025 138,982,872 
 
 
(1) Including amounts associated with related parties of $948 and $758 for the three months ended March 31, 2024 and 2023, respectively.
(2) Including amounts associated with related parties of $67,696 and $291,199 for the three months ended March 31, 2024 and 2023, respectively.
(3) Including amounts associated with related parties of $418 and $861 for the three months ended March 31, 2024 and 2023, respectively.
(4) Including amounts associated with related parties of ($750) and $0 for the three months ended March 31, 2024 and 2023, respectively.

 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SHARKNINJA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
 
 Three Months Ended March 31,
 20242023
Net income$109,612 $87,096 
Other comprehensive income (loss), net of tax:  
Foreign currency translation adjustments(3,374)5,257 
Unrealized gain (loss) on derivative instruments, net1,870 (2,352)
Comprehensive income$108,108 $90,001 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SHARKNINJA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
  
 Three Months Ended March 31, 2024
 Accumulated Other Comprehensive Income (Loss)
 Additional Paid-in CapitalTotal Shareholders' Equity
 Ordinary sharesRetained Earnings
 SharesAmount
Balance as of December 31, 2023139,083,369 $14 $1,009,590 $470,319 $(1,030)$1,478,893 
Share-based compensation— — 19,426 — — 19,426 
Vesting of restricted stock units, net of shares withheld for taxes735,441 — (32,857)— — (32,857)
Other comprehensive loss, net of tax— — — — (1,504)(1,504)
Net income— — — 109,612 — 109,612 
Balance as of March 31, 2024139,818,810 $14 $996,159 $579,931 $(2,534)$1,573,570 

 Three Months Ended March 31, 2023
 Accumulated Other Comprehensive Income (Loss)
 Additional Paid-in CapitalTotal Shareholders' Equity
 Ordinary sharesRetained Earnings
 SharesAmount
Balance as of December 31, 2022138,982,872 $14 $941,206 $896,738 $(9,669)$1,828,289 
Distribution paid to Former Parent— — — (60,283)— (60,283)
Share-based compensation— — 848 — — 848 
Recharge from Former Parent for share-based compensation— — (848)— — (848)
Other comprehensive income, net of tax— — — — 2,905 2,905 
Net income— — — 87,096 — 87,096 
Balance as of March 31, 2023138,982,872 $14 $941,206 $923,551 $(6,764)$1,858,007 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 

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SHARKNINJA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
Three Months Ended March 31,
 20242023
Cash flows from operating activities:  
Net income$109,612 $87,096 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:  
Depreciation and amortization27,817 22,754 
Share-based compensation19,426 848 
Provision for credit losses3,004 744 
Non-cash lease expense4,524 3,881 
Deferred income taxes, net(10,014)(5,115)
Other508 202 
Changes in operating assets and liabilities:  
Accounts receivable(1)
198,729 (8,813)
Inventories(52,356)40,644 
Prepaid expenses and other assets(2)
(25,233)74,452 
Accounts payable(3)
(48,242)(54,003)
Tax payable24,097 6,764 
Operating lease liabilities(797)(4,480)
Accrued expenses and other liabilities(4)
(207,193)(75,212)
Net cash provided by operating activities43,882 89,762 
Cash flows from investing activities:  
Purchase of property and equipment(23,572)(21,655)
Purchase of intangible asset(2,835)(2,288)
Capitalized internal-use software development(479)(333)
Cash receipts on beneficial interest in sold receivables— 16,777 
Other investing activities, net— (300)
Net cash used in investing activities(26,886)(7,799)
Cash flows from financing activities: 
Repayment of debt(5,063)(37,500)
Distribution paid to Former Parent— (60,283)
Recharge from Former Parent for share-based compensation— (848)
Net ordinary shares withheld for taxes upon issuance of restricted stock units(32,857)— 
Net cash used in financing activities(37,920)(98,631)
Effect of exchange rates changes on cash(1,243)5,349 
Net decrease in cash, cash equivalents, and restricted cash(22,167)(11,319)
Cash, cash equivalents, and restricted cash at beginning of period154,061 218,770 
Cash, cash equivalents, and restricted cash at end of period$131,894 $207,451 
Supplemental disclosures of noncash investing and financing activities:  
Purchase of property and equipment accrued and not yet paid$517 $2,822 
Unrealized loss on cash flow hedges(303)(2,352)
Reconciliation of cash, cash equivalents and restricted cash within the Condensed Consolidated Balance Sheets to the amounts shown in the Condensed Consolidated Statements of Cash Flows above:  
Cash and cash equivalents$131,894 $181,537 
Restricted cash— 25,914 
Total cash, cash equivalents and restricted cash$131,894 $207,451 
 
 
(1) Including changes in related party balances of $(1,244) and $(4,433) for the three months ended March 31, 2024 and 2023, respectively.
(2) Including changes in related party balances of $0 and $8,279 for the three months ended March 31, 2024 and 2023, respectively.
(3) Including changes in related party balances of $(30,345) and $(34,948) for the three months ended March 31, 2024 and 2023, respectively.
(4) Including changes in related party balances of $0 and $730 for the three months ended March 31, 2024 and 2023, respectively.
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


6

SHARKNINJA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. Organization and Description of Business
 
SharkNinja, Inc. (the “Company”) is a global product design and technology company that creates innovative lifestyle product solutions across multiple sub-categories, including Cleaning Appliances, Cooking and Beverage Appliances, Food Preparation Appliances and Other products under the brands of “Shark” and “Ninja.” SharkNinja, Inc. is headquartered in Needham, Massachusetts, and distributes products throughout North America, Europe, and other select international markets.

SharkNinja, Inc. was incorporated in the Cayman Islands on May 17, 2023 as a wholly-owned subsidiary of JS Global Lifestyle Company Limited (“JS Global” or the "Former Parent"). The Company was formed for the purpose of completing the listing of the Company on the New York Stock Exchange (“NYSE”) and related transactions to carry on the business of SharkNinja Global SPV, Ltd., and its subsidiaries.

SharkNinja Global SPV, Ltd. was incorporated in 2017 as a wholly-owned subsidiary of JS Global. Prior to July 28, 2023, SharkNinja Global SPV, Ltd. operated as a combination of wholly-owned businesses of JS Global, which is a listed entity on the Hong Kong Stock Exchange.

On July 30, 2023, in connection with (1) the separation (the “separation”) of the Company from JS Global and (2) the distribution to the holders of JS Global ordinary shares of all of JS Global’s equity interest in SharkNinja Global SPV, LTD. in the form of a dividend of the Company’s ordinary shares, JS Global contributed all outstanding shares of SharkNinja Global SPV, Ltd. to SharkNinja, Inc. in exchange for shares of SharkNinja, Inc. On July 31, 2023, JS Global distributed 138,982,872 shares of common stock of SharkNinja, Inc. to the holders of JS Global ordinary shares and SharkNinja, Inc. began trading on the NYSE.

Because the separation and distribution was considered a transaction between entities under common control, the financial statements for periods prior to the transaction and the listing on the NYSE have been adjusted to combine the previously separate entities, SharkNinja, Inc. and SharkNinja Global SPV, Ltd., for presentation purposes. Further, the distributed share amount of SharkNinja, Inc. is reflected for all shares and related financial information in these condensed consolidated financial statements.

SharkNinja Global SPV, Ltd. prior to the separation and distribution, together with SharkNinja, Inc. and its subsidiaries subsequent to the separation and distribution are herein referred to as "SharkNinja" or the "Company".
 
2. Summary of Significant Accounting Policies
 
Basis of Presentation
 
The condensed consolidated financial statements that accompany these notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of SharkNinja, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. For the purposes of comparability, certain prior period amounts have been reclassified to conform to current period presentation.
 
The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements as of that date, but does not include all of the disclosures, including certain notes required by U.S. GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2023.

In management’s opinion, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only
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normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2024 and the Company’s condensed consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for the three months ended March 31, 2024 and 2023. The results for the three months ended March 31, 2024 are not necessarily indicative of the operating results expected for the year ended December 31, 2024 or any future operating periods.
 
The Company has identified the significant accounting policies that are critical to understanding its business and results of operations. There have been no significant changes during the three months ended March 31, 2024 to the significant accounting policies disclosed in the Company’s audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2023 within the Form 20-F filed on March 1, 2024.

Use of Estimates
 
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of net sales and expenses during the reporting periods and accompanying notes. Significant items subject to such estimates and assumptions include but are not limited to variable consideration for returns, sales rebates and discounts, the allowance for credit losses, reserve for product warranties, the fair value of financial assets and liabilities including the accounting and fair value of derivatives, valuation of inventory, the fair value of acquired intangible assets and goodwill, the useful lives of acquired intangible assets, determination of incremental borrowing rate for leases, share-based compensation, including probability of the attainment of awards with performance conditions and grant-date fair value of awards with market conditions, and the valuation of deferred tax assets and uncertain tax positions. Actual results could differ from those estimates.
 
Concentration of Credit Risks
 
Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, accounts receivable, and forward contracts. The Company maintains its cash and cash equivalents with high-quality financial institutions, the composition and maturities of which are regularly monitored by the Company.
 
The Company has outstanding accounts receivable balances with retailers, distributors and direct-to-consumer (“DTC”) customers. The Company is exposed to credit risk in the event of nonpayment by customers to the extent of the amounts recorded in the condensed consolidated balance sheets. The Company extends different levels of credit to customers, without requiring collateral deposits, and when necessary, maintains reserves for potential credit losses based upon the expected collectability of accounts receivable. The Company manages credit risk related to its customers by performing periodic evaluations of credit worthiness and applying other credit risk monitoring procedures.
 
The Company sells a significant portion of its products through retailers and, as a result, maintains individually significant receivable balances with these parties. If the financial condition or operations of these retailers deteriorates substantially, the Company’s operating results could be adversely affected.
 
The following table summarizes the Company’s customers that represented 10% or more of accounts receivable, net:
 As of
 
March 31, 2024
December 31, 2023
Customer A16.3 %22.4 %
Customer B18.1 16.7 
Customer C10.7 *
 * Represents less than 10%
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The following table summarizes the Company’s customers that represented 10% or more of net sales:
 
 Three Months Ended March 31,
 20242023
Customer A18.0 %15.2 %
Customer B11.7 11.6
Customer C14.6 15.3 
 * Represents less than 10%
 
Accounts Receivable, Net
 
Accounts receivable are presented net of allowance for credit losses and allowance for chargebacks. Accounts receivable are presented net of liabilities when a right of setoff exists. The Company determined the allowance for customer incentives and allowance for sales returns should be recorded as a liability.
 
The Company maintains an allowance related to customer incentives based on specific terms and conditions included in the customer agreements or based on historical experience and the Company’s expectation of discounts.
 
The Company maintains an allowance for credit losses to provide for the estimated amount of receivables that will not be collected. To estimate the allowance for credit losses the Company applied the loss-rate method using relevant available information including historical write-off activity, current conditions and reasonable and supportable forecasts. The allowance for credit losses is measured on a pooled basis when similar risk characteristics exist. When assessing whether to measure certain financial assets on a pooled basis, the Company considered various risk characteristics, including geographic location and industry of the customer.
 
Expected credit losses are estimated over the contractual term of the financial assets. Write-offs of accounts receivable are recorded to the allowance for credit losses. Any subsequent recoveries of previously written off balances are recorded as a reduction to credit loss expense.
 
Below is a rollforward of the Company’s allowance for credit losses:
 
 Three Months Ended March 31,
 20242023
  
 (in thousands)
Beginning balance$8,225 $6,998 
Provision for credit losses3,004 744 
Write-offs and other adjustments(87)325 
Ending balance$11,142 $8,067 
 
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Disaggregation of Net Sales

The following table summarizes net sales by region based on the billing address of customers:
 
 Three Months Ended March 31,
 20242023
 AmountPercentage of Net SalesAmountPercentage of Net Sales
 
 (in thousands, except percentages)
Domestic(1)
$734,219 68.9 %$601,293 70.3 %
International(2)
332,009 31.1 253,989 29.7 
Total net sales$1,066,228 100.0 %$855,282 100.0 %
 
(1) Domestic consists of net sales in the United States and Canada. Net sales from the United States represented 63.9% and 65.4% of total net sales for the three months ended March 31, 2024 and 2023, respectively.
(2) Net sales from the United Kingdom represented 19.6% and 21.3% of total net sales for the three months ended March 31, 2024 and 2023, respectively.

The following table presents net sales by brand:
 
 Three Months Ended March 31,
 2024 2023
 AmountPercentage of Net SalesAmountPercentage of Net Sales
 
 (in thousands, except percentages)
Shark$531,549 49.9 %$480,752 56.2 %
Ninja534,679 50.1 374,530 43.8 
Total net sales$1,066,228 100.0 %$855,282 100.0 %
The following table presents net sales by product category:
 
 Three Months Ended March 31,
 20242023
 AmountPercentage of Net SalesAmountPercentage of Net Sales
    
 (in thousands, except percentages)
Cleaning Appliances$421,920 39.6 %$414,869 48.5 %
Cooking and Beverage Appliances329,642 30.9 256,682 30.0 
Food Preparation Appliances205,036 19.2 117,849 13.8 
Other109,630 10.3 65,882 7.7 
Total net sales$1,066,228 100.0 %$855,282 100.0 %
 
Warranty Costs
 
The Company accrues the estimated cost of product warranties at the time it recognizes net sales and records warranty expense to cost of goods sold. The Company’s standard warranty provides for repair or replacement of the associated products during the warranty period. The amount of the provision for the warranties is
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estimated based on sales volume and past experience of the level of repairs and returns. If actual product failure rates or repair costs differ from estimates, revisions to the estimated warranty obligation may be required.
 
Product warranty liabilities and changes were as follows:
 
 Three Months Ended March 31,
 20242023
  
 (in thousands)
Beginning balance$28,090 $20,958 
Accruals for warranties issued7,266 6,071 
Changes in liability for pre-existing warranties(842)— 
Settlements made(9,086)(6,954)
Ending balance$25,428 $20,075 
 
Segment Information
 
The Company operates in one operating and reportable segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is the Company’s chief executive officer (“CEO”), in deciding how to allocate resources and assessing performance. The Company’s CEO allocates resources and assesses performance based upon discrete financial information at the consolidated level.
 
Net sales by geographical region can be found in the disaggregation of net sales in Note 2 above. The following table presents the Company’s property and equipment, net of depreciation and amortization, by geographic region:
 
 As of
 March 31, 2024December 31, 2023
  
 (in thousands)
United States$57,191 $60,644 
China96,043 92,931 
Rest of World15,184 12,677 
Total property and equipment, net$168,418 $166,252 
 
Recently Issued Accounting Pronouncements
 
In November 2023, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in the ASU require, among other things, disclosure of significant segment expenses that are regularly provided to an entity’s chief operating decision maker (“CODM”) and a description of other segment items (the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss) by reportable segment, as well as disclosure of the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The new standard is effective for the Company in fiscal year 2024, and interim periods beginning in fiscal year 2025. Retrospective application is required. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements.

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In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The standard is effective for the Company in fiscal year 2025, and may be applied prospectively or retrospectively. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements.

3. Condensed Consolidated Balance Sheet Components
 
Property and Equipment, Net
 
Property and equipment, net consisted of the following:
 
 As of
 March 31, 2024December 31, 2023
  
 (in thousands)
Molds and tooling$297,498 $286,305 
Computer and software101,374 100,225 
Displays92,625 91,074 
Equipment21,030 19,391 
Furniture and fixtures11,693 10,614 
Leasehold improvements38,410 36,061 
Total property and equipment562,630 543,670 
Less: accumulated depreciation(411,314)(389,689)
Construction in progress17,102 12,271 
Property and equipment, net$168,418 $166,252 
 
Depreciation expense was $21.9 million and $17.1 million for the three months ended March 31, 2024 and 2023, respectively.
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Accrued Expenses and Other Current Liabilities
 
Accrued expenses and other current liabilities consisted of the following:
 
 As of
 March 31, 2024December 31, 2023
  
 (in thousands)
Accrued customer incentives$147,831 $207,593 
Accrued expenses74,132 106,198 
Accrued compensation and benefits38,474 89,658 
Accrued returns31,548 58,828 
Sales and other tax payable2,928 19,904 
Accrued advertising10,119 35,968 
Accrued delivery and distributions28,288 29,850 
Accrued warranty25,428 28,090 
Operating lease liabilities, current9,329 8,390 
Accrued professional fees15,459 8,071 
Derivative liabilities370 3,370 
Other28,235 24,413 
Accrued expenses and other current liabilities$412,141 $620,333 
 
4. Fair Value Measurements
 
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2024:
 
 March 31, 2024
 Fair ValueLevel 1Level 2Level 3
   
 (in thousands)
Financial Assets:
Money market funds$1,946 $1,946 $— $— 
Total financial assets$1,946 $1,946 $— $— 
Financial Liabilities:    
Derivatives designated as hedging instruments:    
Forward contracts included in accrued expenses and other current liabilities (Note 5)
$370 $— $370 $— 
Total financial liabilities$370 $— $370 $— 
 
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The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023:
 
 December 31, 2023
 Fair ValueLevel 1Level 2Level 3
    
 (in thousands)
Financial Assets:    
Money market funds$1,806 $1,806 $— $— 
Total financial assets$1,806 $1,806 $— $— 
Financial Liabilities:
Derivatives designated as hedging instruments:
Forward contracts included in accrued expenses and other current liabilities (Note 5)
$3,370 $— $3,370 $— 
Total financial liabilities$3,370 $— $3,370 $— 
 
The Company classifies its money market funds within Level 1 because they are valued using quoted prices in active markets. The Company classifies its derivative financial instruments within Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded.
 
5. Derivative Financial Instruments and Hedging
 
Notional Amount of Forward Contracts
 
The gross notional amounts of the Company’s forward contracts are USD denominated. The notional amounts of outstanding forward contracts in USD as of the periods presented were as follows:
 
 As of
 
March 31, 2024
December 31, 2023
 
 (in thousands)
Derivatives designated as hedging instruments:
Forward contracts$279,000 $350,000 
Total derivative instruments$279,000 $350,000 
 
Effect of Forward Contracts on the Condensed Consolidated Statements of Income
 
The Company did not have any forward contracts that were not designated as hedging instruments for the three months ended March 31, 2024. Total gain recognized from derivatives that were not designated as hedging instruments was $1.9 million for the three months ended March 31, 2023, and was recorded in other expense, net within the condensed consolidated statements of income.
 
Effect of Forward Contracts on Accumulated Other Comprehensive Income
 
The following table represents the unrealized losses of forward contracts that were designated as hedging instruments, net of tax effects, that were recorded in accumulated other comprehensive income as of March 31, 2024 and 2023, and their effect on other comprehensive income for the three months ended March 31, 2024 and 2023:
 
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 Three Months Ended March 31,
20242023
 (in thousands)
Beginning balance$(2,173)$— 
Amount of net gains (losses) recorded in other comprehensive income3,033 (2,352)
Amount of net losses reclassified from other comprehensive income to earnings(1,163)— 
Ending balance$(303)$(2,352)

6. Intangible Assets, Net and Goodwill
 
Intangible Assets, Net
 
Intangible assets consisted of the following as of March 31, 2024:
 
 Gross Carrying ValueAccumulated Amortization Net Carrying ValueWeighted-Average Remaining Useful Life
  
 (in thousands)(in years)
Intangible assets subject to amortization:    
Customer relationships$143,083 $(103,338)$39,745 2.5
Patents59,975 (26,184)33,791 5.6
Developed technology22,288 (6,324)15,964 7.9
Total intangible assets subject to amortization$225,346 $(135,846)$89,500  
Intangible assets not subject to amortization: 
Trade name and trademarks$384,995 $— $384,995 Indefinite
Total intangible assets, net$610,341 $(135,846)$474,495  
 
Intangible assets consisted of the following as of December 31, 2023:
 
 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted-Average Remaining Useful Life
    
 (in thousands) (in years)
Intangible assets subject to amortization:      
Customer relationships$143,083 $(99,363)$43,720  2.8
Patents57,436 (24,763)32,673  5.4
Developed technology22,677 (5,953)16,724  8.3
Total intangible assets subject to amortization$223,196 $(130,079)$93,117   
Intangible assets not subject to amortization:  
Trade name and trademarks$384,699 $— $384,699  Indefinite
Total intangible assets, net$607,895 $(130,079)$477,816   
 
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Amortization expenses for intangible assets were as follows:
 
 Three Months Ended March 31,
 20242023
  
 (in thousands)
Research and development$1,914 $1,647 
Sales and marketing3,974 3,975 
Total amortization expenses$5,888 $5,622 
 
 
The expected future amortization expenses related to the intangible assets as of March 31, 2024 were as follows: 
 Amount
 (in thousands)
Years ending December 31, 
Remainder of 2024$17,558 
202523,922 
202619,948 
20277,102 
20284,335 
Thereafter16,635 
Total$89,500 
 
Goodwill
 
The following table represents the changes to goodwill:
 
 Carrying Amount
 (in thousands)
Balance as of December 31, 2023$834,203 
Effect of foreign currency translation(154)
Balance as of March 31, 2024$834,049 
 
7. Operating Leases

The components of total lease costs for operating leases for the periods presented were as follows:

 Three Months Ended March 31,
 20242023
  
 (in thousands)
Operating lease cost$6,886 $5,179 
Variable lease cost3,122 2,504 
Short-term lease cost162 100 
Total lease cost$10,170 $7,783 

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The supplemental cash flow information related to operating leases for the periods presented were as follows:

 Three Months Ended March 31,
 20242023
  
 (in thousands)
Cash payments for operating lease liabilities$4,671 $4,608 
Operating lease liabilities arising from obtaining new operating lease right-of-use assets during the period$78,959 $1,646 

The weighted-average remaining lease terms and discount rates for operating leases were as follows:

 Three Months Ended March 31,
 20242023
Weighted-average remaining lease term (years)7.26.2
Weighted-average discount rate6.2%4.4%

Future minimum lease payments under non-cancellable leases as of March 31, 2024, were as follows:

 Amount
 (in thousands)
Years ending December 31, 
Remainder of 2024$13,762 
202523,083 
202626,342 
202726,682 
202826,710 
Thereafter73,293 
Total undiscounted lease payments189,872 
Less: imputed interest(40,549)
Total operating lease liabilities$149,323 

8. Debt
 
On July 20, 2023, the Company entered into a credit agreement (“2023 Credit Agreement”) with Bank of America, N.A., as administrative agent, and certain banks and financial institutions party thereto as lenders and issuing banks. The 2023 Credit Agreement provides for an $810.0 million term loan facility (the “2023 Term Loans”) and a $500.0 million revolving credit facility (“2023 Revolving Facility”). The 2023 Term Loans and 2023 Revolving Facility mature in July 2028, and both facilities bear interest at the Secured Overnight Financing Rate (“SOFR”) plus 1.75%. All SOFR borrowings under the 2023 Credit Agreement also incur a 0.1% credit adjustment. The Company has the ability to borrow in certain alternative currencies under the 2023 Credit Agreement. Alternative currency loans are priced using an Alternative Currency Term Rate plus any applicable spread adjustments. The Company may request increases to the 2023 Term Loans or 2023 Revolving Facility in a maximum aggregate amount not to exceed the greater of $520.0 million or 100% of adjusted earnings before interest, taxes, depreciation, and amortization, as defined in the 2023 Credit Agreement, for the most recently completed fiscal year. The 2023 Credit Agreement replaced the Company’s existing credit facility that had a remaining principal balance of $400.0 million and accrued interest of $9.2 million.

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No amounts were outstanding on the 2023 Revolving Facility as of December 31, 2023 and there were no draw downs on the 2023 Revolving Facility during the three months ended March 31, 2024. As of March 31, 2024, $9.8 million of letters of credit were outstanding, resulting in an available balance of $490.2 million under the 2023 Revolving Facility.

The Company is required to meet certain financial covenants customary with this type of agreement, including, but not limited to, maintaining a maximum ratio of indebtedness and a minimum specified interest coverage ratio. As of March 31, 2024, the Company was in compliance with the covenants under the 2023 Credit Agreement.

The obligations of the loan parties under the 2023 Credit Agreement with respect to the 2023 Term Loans and 2023 Revolving Facility are secured by (i) equity interests owned by the loan parties in each other loan party and in certain of the Company's wholly-owned domestic restricted subsidiaries and (ii) substantially all assets of the domestic loan parties (subject to certain customary exceptions). In addition, subject to certain customary exceptions, these obligations are guaranteed by (i) the Company, (ii) each subsidiary of the Company that directly or indirectly owns a borrower and (iii) each other direct and indirect wholly-owned domestic restricted subsidiary of the Company.

Long-term debt related to the 2023 Term Loans consisted of the following:
 
 As of
 
March 31, 2024
December 31, 2023
  
 (in thousands)
2023 Term Loans with principal payments due quarterly; final balance due on maturity date of July 20, 2028$799,875 $804,938 
Less: deferred financing costs(5,009)(5,298)
Total debt, net of deferred financing costs794,866 799,640 
Less: current portion(29,219)(24,157)
Long-term debt, net of current portion$765,647 $775,483 
 
Aggregate maturities of long-term debt as of March 31, 2024 were as follows:
 
 Amount
 (in thousands)
Years ending December 31, 
Remainder of 2024$20,250 
202540,500 
202640,500 
202740,500 
2028658,125 
Total future principal payments$799,875 
 
The Company recognizes and records interest expense related to its term loans in interest expense, net, which totaled $15.6 million and $7.0 million for the three months ended March 31, 2024 and 2023, respectively.

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9. Commitments and Contingencies    
 
Non-Cancelable Purchase Obligations
 
In the normal course of business, the Company enters into non-cancelable purchase commitments. As of March 31, 2024, the outstanding non-cancelable purchase obligations with a term of 12 months or longer were immaterial.
 
Indemnifications and Contingencies
 
The Company enters into indemnification provisions under certain agreements with other parties in the ordinary course of business. In its customer agreements, the Company has agreed to indemnify, defend and hold harmless the indemnified party for third-party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party intellectual property infringement claims. For certain large or strategic customers, the Company has agreed to indemnify, defend and hold harmless the indemnified party for non-compliance with certain additional representations and warranties made by the Company.
 
Legal Proceedings
 
From time to time, the Company may be involved in various legal proceedings arising from the normal course of business activities. The Company investigates these claims as they arise. The Company is not presently a party to any litigation the outcome of which the Company believes, if determined adversely to the Company, would individually or taken together, have a material adverse effect on its business, financial condition and results of operations.
 
10. Shareholders' Equity and Equity Incentive Plan
 
Distributions to Former Parent
 
During the year ended December 31, 2022, the Company entered into a note agreement with Parent (the “2022 Intercompany Note to Parent”) in which SharkNinja transferred $49.3 million to its Parent. Due to the nature of the note receivable, the Company considered it to be an in-substance distribution to its Parent accounted for as contra-equity at inception. During the three months ended March 31, 2023, the Company declared and issued distributions to the Former Parent of $110.4 million which included amounts receivable of $50.4 million under the 2022 Intercompany Note to Former Parent, including interest, in satisfaction of such note.

Restricted Share Units

SharkNinja Equity Incentive Plan

On July 28, 2023, the Company's board of directors adopted the 2023 Equity Incentive Plan (the "2023 Plan”) to grant cash and equity incentive awards to eligible participants in order to attract, motivate and retain talent. The 2023 Plan provides for the issuance of stock options, share appreciation rights, restricted stock awards, RSUs, performance awards and other awards. The 2023 Plan initially made 13,898,287 ordinary shares available for future award grants.

The 2023 Plan contains an evergreen provision whereby the shares available for future grants are increased on the first day of each calendar year from January 1, 2025 through and including January 1, 2033. As of March 31, 2024, 9,841,705 ordinary shares were available for future grant under the 2023 Plan. Shares or RSUs forfeited, and unexercised stock option lapses from the 2023 Plan are available for future grant under the 2023 Plan.

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RSU activities for the three months ended March 31, 2024 for RSUs granted under the 2023 Plan to the Company's employees were as follows:
 Number of SharesWeighted Average Grant Date Fair Value per share
Unvested as of December 31, 2023
3,857,986 $28.32 
Granted45,000 53.77 
Vested(1,372,022)(28.91)
Cancelled/Forfeited(29,822)(30.05)
Unvested as of March 31, 2024
2,501,142 $28.43 

RSUs granted for the three months ended March 31, 2024 under the 2023 Plan were 45,000, of which 18,000 RSUs were granted to employees with service-only conditions and 27,000 performance-based RSUs were granted to employees with vesting conditions tied to the achievement of certain performance growth metrics, such as net sales, gross profit and operating cash flow.

Employee Stock Purchase Plan

On July 28, 2023, the board of directors approved the 2023 Employee Share Purchase Plan (the "ESPP"). A maximum of 1% of the Company's outstanding ordinary shares (or 1,389,828 shares) were made available for sale under the ESPP. The ESPP contains an evergreen provision whereby the shares available for sale will automatically increase on the first day of each calendar year from January 1, 2025 through and including January 1, 2033, in an amount equal to the lesser of (i) 0.15% of the total number of shares of the Company's ordinary shares outstanding on December 31 of the preceding year; (ii) 300,000 shares; or (iii) such lesser number of shares as determined by the board at any time prior to the first day of a given calendar year. The first offering period began in February 2024. During the three months ended March 31, 2024, there were no shares purchased under the ESPP. As of March 31, 2024, total unrecognized share-based compensation was $1.3 million, which is to be recognized over a weighted-average remaining period of 0.3 years.

Share-Based Compensation
 
The share-based compensation by line item in the accompanying condensed consolidated statements of income is summarized as follows:
 
 Three Months Ended March 31,
 20242023
 (in thousands)
Research and development$3,499 $230 
Sales and marketing2,572 101 
General and administrative13,355 517 
Total share-based compensation$19,426 $848 
 
As of March 31, 2024, the Company had $54.3 million unrecognized share-based compensation cost related to RSUs granted under the 2023 Plan that will be recognized over the weighted average period of 1.7 years. Of this unrecognized share-based compensation cost, $25.7 million and $5.0 million related to RSUs granted under the 2023 Plan with performance and market conditions, respectively.

For those RSUs with service conditions, performance conditions or a combination of both, the grant date fair value was measured based on the quoted price of our common stock at the date of grant. The weighted average grant date fair value of these awards for the three months ended March 31, 2024 was $53.77 per share.
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The total grant-date fair value of RSUs vested during the three months ended March 31, 2024 was $39.7 million.
 
11. Income Taxes
 
The Company recorded a provision for income taxes of $33.9 million and $24.3 million for the three months ended March 31, 2024 and 2023, respectively. The Company's effective tax rate (“ETR”) was 23.6% and 21.8% for the three months ended March 31, 2024 and 2023, respectively. This increase in the ETR is primarily driven by limitations on deductible executive compensation. 
 
12. Net Income Per Share
 
On July 31, 2023, in connection with the separation from JS Global, 138,982,872 shares of common stock of SharkNinja, Inc. were distributed to JS Global shareholders. The distributed share amount of SharkNinja, Inc. is utilized for the calculation of basic and diluted net income per share of the Company for all periods presented prior to the separation and distribution from JS Global. For the three months ended March 31, 2023, these shares are treated as issued and outstanding for purposes of calculating historical net income per share. For periods prior to the separation and distribution, it is assumed that there are no dilutive equity instruments as there were no equity awards of SharkNinja, Inc. outstanding prior to the separation and distribution.
 
The following table sets forth the computation of basic and diluted net income per share for the periods presented:
 
 Three Months Ended March 31,
 20242023
  
 (in thousands, except share and per share data)
Numerator:
Net income$109,612 $87,096 
Denominator:
Weighted-average shares used in computing net income per share, basic139,448,556 138,982,872 
Dilutive effect of RSUs1,254,469 — 
Weighted-average shares used in computing net income per share, diluted140,703,025 138,982,872 
Net income per share, basic$0.79 $0.63 
Net income per share, diluted$0.78 $0.63 
 
Potential ordinary shares of certain performance-based and market-based RSUs of approximately 1,162,716 for the three months ended March 31, 2024, for which all targets required to trigger vesting had not been achieved, were excluded from the calculations of weighted average shares used in computing diluted net income per share.
 
13. Related Party Transactions
 
Transactions with JS Global

Prior to the separation, the Company operated as part of JS Global’s broader corporate organization rather than as a stand-alone public company and engaged in various transactions with JS Global entities. Following the separation and distribution, JS Global continues to be a related party due to a common shareholder that has majority control of both the Company and JS Global. Our arrangements with JS Global entities and/or other related persons or entities as of the separation are described below.
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Supplier Agreements
 
The Company historically relied on a JS Global purchasing office entity to source finished goods on the Company’s behalf and to provide certain procurement and quality control services. Additionally, the Company purchases certain finished goods directly from a subsidiary of JS Global. For the three months ended March 31, 2024 and 2023, the Company purchased $55.8 million and $298.8 million, respectively, of finished goods from JS Global entities. In connection with these agreements, the Company historically incurred costs related to certain procurement and quality control activities that were reimbursed by JS Global entities. For the three months ended March 31, 2024 and 2023, JS Global entities paid the Company $0 and $7.6 million, respectively, which were recorded as a reduction to cost of sales for services rendered under these agreements.

Sourcing Services Agreement

In connection with the separation, the Company entered into a sourcing services agreement with JS Global. Pursuant to the agreement, the Company procures products from certain suppliers in the Asia-Pacific region (“APAC”), and JS Global provides coordination, process management and relationship management support to us with respect to such suppliers. The Company retains the right to procure such products and services from third parties. The Company pays JS Global a service fee based on the aggregate amount of products procured by the Company from such suppliers managed by JS Global under the agreement. The Sourcing Services Agreement has a term commencing July 28, 2023 and ending on June 30, 2025. The Company will pay JS Global the following: (i) for the period July 28, 2023 to June 30, 2024, an amount equal to 4% of the procurement amount during such period; and (ii) for the period from July 1, 2024 until December 31, 2024, an amount equal to 2% of the procurement amount during such period; and (iii) for the period from January 1, 2025 until the end of the Term, an amount equal to 1% of the procurement amount during such period. For the three months ended March 31, 2024, fees incurred by the Company related to this agreement were $11.9 million and were included in cost of sales.

Brand License Agreement

In connection with the separation, the Company entered into a brand license agreement with JS Global, in which the Company granted to JS Global the non-exclusive rights to obtain, produce and source, and the exclusive rights to distribute and sell, our brands of products in certain international markets in APAC. The brand license agreement has a term of 20 years from the date of the separation. Under this agreement, JS Global pays to SharkNinja a royalty of 3% of net sales of licensed products. For the three months ended March 31, 2024, the Company earned royalty income of $0.9 million which was included in net sales.

Product Development Agreements

The Company has historically utilized JS Global subsidiaries for certain research and development services. For the three months ended March 31, 2024 and 2023, the Company paid $0.9 million and $0.9 million, respectively, to JS Global entities for these services.

In connection with the separation, the Company entered into an agreement with JS Global to provide certain research and development, and related product management, services to JS Global entities related to the distribution of products in APAC. For the three months ended March 31, 2024, the Company earned product development service fees of $0.5 million under this agreement, which were recorded as a reduction of research and development expenses.

Transition Services Agreement

In connection with the separation, the Company entered into a transition services agreement with JS Global pursuant to which the Company provides certain transition services to JS Global, in order to facilitate the transition of the separated JS Global business. The services are provided on a transitional basis for a term of twenty-four
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months, subject to a three-month extension by JS Global. For the three months ended March 31, 2024, service fees related to this agreement were $0.8 million and were recorded as a reduction of general and administrative expenses.

Transactions with Former Parent
 
See Note 10 - Shareholders' Equity and Equity Incentive Plan for details on the Company’s distributions to Former Parent.

The following is a summary of the related party transactions associated with JS Global:

Three Months Ended March 31,
20242023
(in thousands)
Related party revenue
Sale of goods$— $758 
Royalty income948 — 
Related party expense (income)
Cost of sales - purchases of goods and services, net$67,696 $291,199 
Research and development services, net418 861 
General and administrative(750)— 

 As of
 March 31, 2024December 31, 2023
  
 (in thousands)
Related party assets  
Accounts receivable, net$4,838 $3,594 
Related party liabilities
Accounts payable$71,193 $101,538 
 

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