EX-99.1 2 exhibit991unauditedcondens.htm EX-99.1 Document

Exhibit 99.1
 
SHARKNINJA, INC.
 
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
 
1

SHARKNINJA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(unaudited)
 As of
 
March 31, 2025
December 31, 2024
Assets
Current assets:
Cash and cash equivalents$224,696 $363,669 
Accounts receivable, net(1)
1,040,635 1,266,595 
Inventories973,198 899,989 
Prepaid expenses and other current assets
157,521 114,008 
Total current assets2,396,050 2,644,261 
Property and equipment, net221,700 211,464 
Operating lease right-of-use assets143,479 146,257 
Intangible assets, net459,539 462,678 
Goodwill834,781 834,781 
Deferred tax assets58,628 43,093 
Other assets, noncurrent61,225 51,625 
Total assets$4,175,402 $4,394,159 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable(2)
$462,495 $612,031 
Accrued expenses and other current liabilities
641,667 841,529 
Tax payable70,487 36,548 
Debt, current39,344 39,344 
Total current liabilities1,213,993 1,529,452 
Debt, noncurrent726,303 736,139 
Operating lease liabilities, noncurrent143,339 145,377 
Deferred tax liabilities16,255 9,931 
Other liabilities, noncurrent37,279 37,288 
Total liabilities2,137,169 2,458,187 
Commitments and contingencies (Note 8)
Shareholders’ equity:
Ordinary shares, $0.0001 par value per share, 1,000,000,000 shares authorized; 141,041,197 and 140,347,436 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively
14 14 
Additional paid-in capital1,008,739 1,038,213 
Retained earnings1,026,859 909,024 
Accumulated other comprehensive income (loss)2,621 (11,279)
Total shareholders’ equity2,038,233 1,935,972 
Total liabilities and shareholders’ equity$4,175,402 $4,394,159 
 
(1) Including amounts from a related party of $16,521 and $9,381 as of March 31, 2025 and December 31, 2024, respectively.
(2) Including amounts to a related party of $26,264 and $39,769 as of March 31, 2025 and December 31, 2024, respectively.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 
2

SHARKNINJA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share data)
(unaudited) 
 
 Three Months Ended March 31,
 20252024
Net sales(1)
$1,222,638 $1,066,228 
Cost of sales(2)
619,412 539,611 
Gross profit603,226 526,617 
Operating expenses:  
Research and development(3)
87,603 69,596 
Sales and marketing275,737 214,568 
General and administrative(4)
94,940 87,511 
Total operating expenses458,280 371,675 
Operating income144,946 154,942 
Interest expense, net(12,629)(14,722)
Other income, net13,216 3,248 
Income before income taxes 145,533 143,468 
Provision for income taxes27,698 33,856 
Net income$117,835 $109,612 
Net income per share, basic$0.84 $0.79 
Net income per share, diluted$0.83 $0.78 
Weighted-average number of shares used in computing net income per share, basic140,622,029 139,448,556 
Weighted-average number of shares used in computing net income per share, diluted
142,183,430 140,703,025 
 
 
(1) Including amounts associated with related parties of $4,784 and $948 for the three months ended March 31, 2025 and 2024, respectively.
(2) Including amounts associated with related parties of $27,476 and $67,696 for the three months ended March 31, 2025 and 2024, respectively.
(3) Including amounts associated with related parties of $(1,658) and $418 for the three months ended March 31, 2025 and 2024, respectively.
(4) Including amounts associated with related parties of $(750) for the three months ended March 31, 2025 and 2024.

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

3

SHARKNINJA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
 
 Three Months Ended March 31,
 20252024
Net income$117,835 $109,612 
Other comprehensive income (loss), net of tax:  
Foreign currency translation adjustments7,876 (3,374)
Unrealized gain on derivative instruments, net6,024 1,870 
Comprehensive income$131,735 $108,108 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4

SHARKNINJA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
 Three Months Ended March 31, 2025
 Accumulated Other Comprehensive Income (Loss)
 Additional Paid-in CapitalTotal Shareholders' Equity
 Ordinary sharesRetained Earnings
 SharesAmount
Balance as of December 31, 2024140,347,436 $14 $1,038,213 $909,024 $(11,279)$1,935,972 
Share-based compensation— — 11,550 — — 11,550 
Vesting of restricted stock units, net of shares withheld for taxes579,234 — (48,449)— — (48,449)
Shares issued under employee stock purchase plan114,527 — 7,425 — — 7,425 
Other comprehensive income, net of tax— — — — 13,900 13,900 
Net income— — — 117,835 — 117,835 
Balance as of March 31, 2025141,041,197 $14 $1,008,739 $1,026,859 $2,621 $2,038,233 

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

5

SHARKNINJA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
Three Months Ended March 31,
 20252024
Cash flows from operating activities:  
Net income$117,835 $109,612 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:  
Depreciation and amortization31,946 27,817 
Share-based compensation11,550 19,426 
Provision for credit losses3,178 3,004 
Non-cash lease expense4,993 4,524 
Deferred income taxes, net(9,211)(10,014)
Other870 508 
Changes in operating assets and liabilities:  
Accounts receivable(1)
237,353 198,729 
Inventories(62,850)(52,356)
Prepaid expenses and other assets
(62,900)(25,233)
Accounts payable(2)
(156,116)(48,242)
Tax payable33,939 24,097 
Operating lease liabilities(894)(797)
Accrued expenses and other liabilities
(204,549)(207,193)
Net cash (used in) provided by operating activities(54,856)43,882 
Cash flows from investing activities:  
Purchase of property and equipment(32,661)(23,572)
Purchase of intangible asset(2,836)(2,835)
Capitalized internal-use software development(1,312)(479)
Net cash used in investing activities(36,809)(26,886)
Cash flows from financing activities: 
Repayment of debt(10,125)(5,063)
Net ordinary shares withheld for taxes upon issuance of restricted stock units(48,449)(32,857)
Proceeds from shares issued under employee stock purchase plan7,425 — 
Net cash used in financing activities(51,149)(37,920)
Effect of exchange rates changes on cash3,841 (1,243)
Net decrease in cash and cash equivalents(138,973)(22,167)
Cash and cash equivalents at beginning of period363,669 154,061 
Cash and cash equivalents at end of period$224,696 $131,894 
Supplemental disclosures of noncash investing and financing activities:  
Purchase of property and equipment accrued and not yet paid$10,884 $517 
Unrealized gain (loss) on cash flow hedges6,120 (303)
 
 
(1) Including changes in related party balances of $(7,140) and $(1,244) for the three months ended March 31, 2025 and 2024, respectively.
(2) Including changes in related party balances of $(13,505) and $(30,345) for the three months ended March 31, 2025 and 2024, 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 Beauty and Home Environment Appliances products under the brands of “Shark” and “Ninja.” SharkNinja 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 ordinary shares of SharkNinja, Inc. to the holders of JS Global ordinary shares and SharkNinja, Inc. began trading on the NYSE.

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.
 
The condensed consolidated balance sheet as of December 31, 2024 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, 2024.

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 normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2025 and the Company’s condensed consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for the three months ended March 31, 2025 and 2024. The results for the three months ended March 31, 2025 are not necessarily indicative of the operating results expected for the year ended December 31, 2025 or any future operating periods.
 
7

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, 2025 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, 2024 within the Form 20-F filed on March 31, 2025.

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, 2025
December 31, 2024
Customer A17.7 %29.1 %
 
 
8

The following table summarizes the Company’s customers that represented 10% or more of net sales:
 
 Three Months Ended March 31,
 20252024
Customer A18.5 %18.0 %
Customer B*11.7
Customer C13.0 14.6 
 * 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,
 20252024
  
 (in thousands)
Beginning balance$7,856 $8,225 
Provision for credit losses3,178 3,004 
Write-offs and other adjustments(554)(87)
Ending balance$10,480 $11,142 
 
9

Disaggregation of Net Sales

The following table summarizes net sales by region based on the billing address of customers:
 
 Three Months Ended March 31,
 20252024
 AmountPercentage of Net SalesAmountPercentage of Net Sales
 
 (in thousands, except percentages)
Domestic(1)
$845,088 69.1 %$734,219 68.9 %
International(2)
377,550 30.9 332,009 31.1 
Total net sales$1,222,638 100.0 %$1,066,228 100.0 %
 
(1) Domestic consists of net sales in the United States and Canada. Net sales from the United States represented 63.6% and 63.9% of total net sales for the three months ended March 31, 2025 and 2024, respectively.
(2) Net sales from the United Kingdom represented 15.2% and 19.6% of total net sales for the three months ended March 31, 2025 and 2024, respectively.

The following table presents net sales by brand:
 
 Three Months Ended March 31,
 2025 2024
 AmountPercentage of Net SalesAmountPercentage of Net Sales
 
 (in thousands, except percentages)
Shark$579,309 47.4 %$531,549 49.9 %
Ninja643,329 52.6 534,679 50.1 
Total net sales$1,222,638 100.0 %$1,066,228 100.0 %
The following table presents net sales by product category:
 
 Three Months Ended March 31,
 20252024
 AmountPercentage of Net SalesAmountPercentage of Net Sales
    
 (in thousands, except percentages)
Cleaning Appliances$441,424 36.1 %$421,920 39.6 %
Cooking and Beverage Appliances345,937 28.3 329,642 30.9 
Food Preparation Appliances297,392 24.3 205,036 19.2 
Beauty and Home Environment Appliances137,885 11.3 109,630 10.3 
Total net sales$1,222,638 100.0 %$1,066,228 100.0 %
 
10

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 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,
 20252024
  
 (in thousands)
Beginning balance$26,955 $28,090 
Accruals for warranties issued10,096 7,266 
Changes in liability for pre-existing warranties— (842)
Settlements made(12,439)(9,086)
Ending balance$24,612 $25,428 
 
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 (“CODM”), who is the Company’s chief executive officer (“CEO”).

The segment derives revenues from customers through the Company’s small household appliances, which are sold under two brands: Shark and Ninja.

The accounting policies of the single segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance and decides how to allocate resources and how to allocate resources based on consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets.
 
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, 2025December 31, 2024
  
 (in thousands)
United States$67,044 $66,858 
China120,769 112,988 
Rest of World33,887 31,618 
Total property and equipment, net$221,700 $211,464 

The CODM uses consolidated net income to evaluate the overall financial performance of the Company. The focus is on revenue performance as well as on comparing actual functional spend categories to forecast and, occasionally, prior-year results to assess variances and trends. Decisions regarding resource allocation are primarily made during the annual budget planning process and augmented as needed throughout the year.
11


The following table presents selected financial information with respect to the Company’s single operating segment:

 Three Months Ended March 31,
 20252024
  
 (in thousands)
Net sales$1,222,638 $1,066,228 
Less:
Cost of sales619,412 539,611 
Advertising expenses and consumer insight initiatives94,015 83,391 
Personnel expenses(1)
139,997 93,696 
Delivery and distribution expenses90,174 71,109 
Professional service expenses(2)
34,312 28,948 
Merchant and processing fees19,624 15,823 
Facilities and technology support costs21,929 12,797 
Depreciation and amortization expenses(3)
16,756 13,844 
Prototypes and testing expenses10,487 8,971 
Transaction-related costs(4)
— 1,342 
Other segment items(5)
30,986 41,754 
Interest expense, net12,629 14,722 
Other income, net(13,216)(3,248)
Provision for income taxes27,698 33,856 
Segment net income$117,835 $109,612 
Reconciliation of profit or loss
Adjustments and reconciling items— — 
Consolidated net income$117,835 $109,612 

(1)Excludes shared-based compensation, a non-cash expense related to awards issued from the SharkNinja Equity Incentive Plan. These costs have been excluded from personnel expenses and reclassified to other segment items, as they are not presented to or reviewed by the CODM.

(2)Excludes litigation costs incurred and related settlements for certain patent infringement claims, false advertising claims against us, and product safety concerns, and excludes certain costs incurred related to the secondary offering transactions. These costs have been excluded from professional service expenses and reclassified to other segment items, as they are not presented to or reviewed by the CODM.

(3)Excludes amortization of acquired intangible assets that the Company does not consider normal recurring operating expenses, as the intangible assets relate to JS Global’s acquisition of our business. These costs have been excluded from depreciation and amortization expenses and reclassified to other segment items, as they are not presented to or reviewed by the CODM.

(4)Represents certain costs incurred related to the secondary offering transactions.

(5)Other segment items include travel expenses, commissions, miscellaneous expenses and the expenses listed in Notes 1 through 3 above.

12

Recently Issued Accounting Pronouncements
 
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 annual periods beginning after December 15, 2024, and may be applied prospectively or retrospectively. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. Management is currently evaluating this ASU to determine its impact on the Company's disclosures.

3. Condensed Consolidated Balance Sheet Components
 
Property and Equipment, Net
 
Property and equipment, net consisted of the following:
 
 As of
 March 31, 2025December 31, 2024
  
 (in thousands)
Molds and tooling$297,840 $267,756 
Displays70,049 64,960 
Computer and software56,254 53,565 
Leasehold improvements43,469 42,711 
Equipment20,378 19,826 
Furniture and fixtures18,513 17,694 
Total property and equipment506,503 466,512 
Less: accumulated depreciation and amortization(293,090)(266,800)
Construction in progress8,287 11,752 
Property and equipment, net$221,700 $211,464 
 
Depreciation expense was $25.9 million and $21.9 million for the three months ended March 31, 2025 and 2024, respectively.

13

Accrued Expenses and Other Current Liabilities
 
Accrued expenses and other current liabilities consisted of the following:
 
 As of
 March 31, 2025December 31, 2024
  
 (in thousands)
Accrued customer incentives$210,836 $291,384 
Accrued expenses126,717 177,573 
Accrued compensation and benefits51,964 109,156 
Accrued returns104,431 86,557 
Accrued delivery and distributions56,907 52,711 
Accrued warranty24,612 26,955 
Accrued advertising6,038 20,779 
Sales and other tax payable2,182 20,318 
Accrued professional fees10,010 18,451 
Operating lease liabilities, current21,657 18,133 
Derivative liabilities456 66 
Other25,857 19,446 
Accrued expenses and other current liabilities$641,667 $841,529 
 
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, 2025:
 
 March 31, 2025
 Fair ValueLevel 1Level 2Level 3
   
 (in thousands)
Financial assets:
Money market funds included in cash and cash equivalents$1,025 $1,025 $— $— 
Total financial assets$1,025 $1,025 $— $— 
Financial liabilities:    
Derivatives designated as hedging instruments:    
Forward contracts included in accrued expenses and other current liabilities (Note 5)
$456 $— $456 $— 
Total financial liabilities$456 $— $456 $— 
 
14

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, 2024:
 
 December 31, 2024
 Fair ValueLevel 1Level 2Level 3
    
 (in thousands)
Financial assets:    
Money market funds included in cash and cash equivalents$581 $581 $— $— 
Total financial assets$581 $581 $— $— 
Financial liabilities:
Derivatives designated as hedging instruments:
Forward contracts included in accrued expenses and other current liabilities (Note 5)
$66 $— $66 $— 
Total financial liabilities$66 $— $66 $— 
 
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, 2025
December 31, 2024
 
 (in thousands)
Derivatives designated as hedging instruments:
Forward contracts$15,000 $48,472 
Total derivative instruments$15,000 $48,472 
 
15

Effect of Forward Contracts on Accumulated Other Comprehensive Income
 
The following table represents the unrealized (losses) gains 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, 2025 and 2024, and their effect on other comprehensive income for the three months ended March 31, 2025 and 2024:
 
 Three Months Ended March 31,
20252024
 (in thousands)
Beginning balance$(8,263)$(2,173)
Amount of net (losses) gains recorded in other comprehensive income(555)3,033 
Amount of net gains (losses) reclassified from other comprehensive income to earnings6,579 (1,163)
Ending balance$(2,239)$(303)

6. Intangible Assets, Net and Goodwill
 
Intangible Assets, Net
 
Intangible assets consisted of the following as of March 31, 2025:
 
 Gross Carrying ValueAccumulated Amortization Net Carrying ValueWeighted-Average Remaining Useful Life
  
 (in thousands)(in years)
Intangible assets subject to amortization:    
Customer relationships$143,083 $(119,236)$23,847 1.5
Patents68,628 (32,079)36,549 7.2
Developed technology22,415 (9,371)13,044 6.7
Total intangible assets subject to amortization$234,126 $(160,686)$73,440  
Intangible assets not subject to amortization: 
Trade name and trademarks$386,099 $— $386,099 Indefinite
Total intangible assets, net$620,225 $(160,686)$459,539  
 
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Intangible assets consisted of the following as of December 31, 2024:
 
 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 $(115,261)$27,822  1.8
Patents66,209 (30,448)35,761  7.1
Developed technology22,245 (8,832)13,413  7.0
Total intangible assets subject to amortization$231,537 $(154,541)$76,996   
Intangible assets not subject to amortization:  
Trade name and trademarks$385,682 $— $385,682  Indefinite
Total intangible assets, net$617,219 $(154,541)$462,678   
 
Amortization expenses for intangible assets were as follows:
 
 Three Months Ended March 31,
 20252024
  
 (in thousands)
Research and development$2,118 $1,914 
Sales and marketing3,975 3,974 
Total amortization expenses$6,093 $5,888 
 
 
The expected future amortization expenses related to the intangible assets as of March 31, 2025 were as follows: 
 Amount
 (in thousands)
Years ending December 31, 
Remainder of 2025$19,908 
202622,414 
20279,569 
20286,799 
20296,778 
Thereafter7,972 
Total$73,440 
 
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7. 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.

No amounts were outstanding on the 2023 Revolving Facility as of December 31, 2024 and March 31, 2025. During the three months ended March 31, 2025 there were $150.0 million in draw downs on the 2023 Revolving Facility, which were all repaid during the quarter. As of March 31, 2025, $11.0 million of letters of credit were outstanding, resulting in an available balance of $489.0 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, 2025, 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.

Debt consisted of the following:
 
 As of
 
March 31, 2025
December 31, 2024
  
 (in thousands)
2023 Term Loans with principal payments due quarterly; final balance due on maturity date of July 20, 2028$769,500 $779,625 
Less: deferred financing costs(3,853)(4,142)
Total debt, net of deferred financing costs765,647 775,483 
Less: debt, current(39,344)(39,344)
Debt, noncurrent$726,303 $736,139 
 
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Aggregate maturities on debt (excluding the 2023 Revolving Facility) as of March 31, 2025 were as follows:
 
 Amount
 (in thousands)
Years ending December 31, 
Remainder of 2025$30,375 
202640,500 
202740,500 
2028658,125 
Total future principal payments$769,500 
 
The Company recognizes and records interest expense related to its term loans in interest expense, net, which totaled $13.6 million and $15.6 million for the three months ended March 31, 2025 and 2024, respectively.

8. Commitments and Contingencies    
 
Non-Cancelable Purchase Obligations
 
In the normal course of business, the Company enters into non-cancelable purchase commitments, including marketing and endorsement agreements. Certain of these agreements extend over terms of up to five years, with payments required in varying installments over the term. As of March 31, 2025, the Company has remaining obligations associated with marketing and endorsement agreements with original terms greater than 12 months totaling $25.3 million, which are payable in a combination of cash and ordinary shares of SharkNinja, Inc., as follows:
 
 Amount
 (in thousands)
Years ending December 31, 
Remainder of 2025$5,750 
20266,500 
20276,000 
20286,000 
20291,000 
Total$25,250 

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.
 
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Legal Proceedings
 
From time to time, the Company may be involved in various legal proceedings arising from the normal course of business activities, including certain patent infringement claims, false advertising claims against us, and product safety concerns. The Company investigates these claims as they arise. In the opinion of management, the amount of ultimate loss with respect to any current legal proceedings and claims, if determined adversely to the Company, will not have a material adverse effect on its business, financial condition and results of operation.

In December 2024, the Company reached a settlement agreement related to asserted patent infringement claims associated with certain product technology. Under the terms of the settlement, both parties agreed to dismiss all claims and counterclaims with prejudice. As a result of the settlement, the Company received $20.0 million in February 2025.

Product Recall

In May 2025, the Company announced a voluntary recall of the Ninja Foodi OP300 series pressure cooker in cooperation with the U.S. Consumer Product Safety Commission and Health Canada. As a result, the Company recorded a liability for the estimated cost of recall remedies for consumers of $3.6 million which are included within accrued expenses and other current liabilities on our condensed consolidated balance sheet as of March 31, 2025. Estimating the cost of recall remedies required judgment and is primarily based on expected consumer participation rates and the estimated cost of the new lid design. Additionally, the Company expects to incur other indirect costs related to the recall, such as legal fees, website costs to allow consumers to respond to the recall, and costs to handle consumer inquiries. The Company will reevaluate these assumptions each period, and the related accruals may be adjusted when factors indicate that the accrual is either not sufficient to cover or exceeds the estimated product recall expenses.
 
9. Shareholders' Equity and Equity Incentive Plan
 
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, restricted stock units (“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. On January 1, 2025, 842,084 additional ordinary shares were registered as a result of this evergreen provision. As of March 31, 2025, 10,295,505 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, 2025 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, 2024
2,169,401 $35.71 
Granted54,078 96.52 
Vested(1,043,442)33.20 
Cancelled/Forfeited(62,290)43.00 
Unvested as of March 31, 2025
1,117,747 $40.59 

RSUs granted for the three months ended March 31, 2025 under the 2023 Plan were 54,078, of which 16,320 RSUs were granted with service-only conditions and 37,758 performance-based RSUs were granted 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. On January 1, 2025, 210,521 additional ordinary shares were registered as a result of this evergreen provision. As of March 31, 2025, 1,465,485 ordinary shares were available for future grant under the ESPP Plan. The ESPP provides for six-month offering periods during which the Company will grant rights to purchase ordinary shares to eligible employees. The first offering period began in February 2024. During the three months ended March 31, 2025, there were 114,527 shares purchased under the ESPP. There were no shares purchased under the ESPP during the three months ended March 31, 2024. As of March 31, 2025, total unrecognized share-based compensation was $1.9 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,
 20252024
 (in thousands)
Research and development$2,909 $3,499 
Sales and marketing2,538 2,572 
General and administrative6,103 13,355 
Total share-based compensation$11,550 $19,426 
 
As of March 31, 2025, the Company had $27.3 million unrecognized share-based compensation cost related to RSUs granted under the 2023 Plan that will be recognized over a weighted average period of 0.9 years. Of this unrecognized share-based compensation cost, $15.2 million related to RSUs granted under the 2023 Plan with performance conditions.
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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 ordinary shares at the date of grant. The weighted average grant date fair value of these awards for the three months ended March 31, 2025 was $96.52 per share.

The total grant-date fair value of RSUs vested during the three months ended March 31, 2025 was $34.6 million.
 
10. Income Taxes
 
The Company recorded a provision for income taxes of $27.7 million and $33.9 million for the three months ended March 31, 2025 and 2024, respectively. The Company’s effective tax rate (“ETR”) was 19.0% and 23.6% for the three months ended March 31, 2025 and 2024, respectively. This decrease in the ETR is primarily driven by the impact of share-based compensation.
 
11. Net Income Per Share
 
The following table sets forth the computation of basic and diluted net income per share for the periods presented:
 
 Three Months Ended March 31,
 20252024
  
 (in thousands, except share and per share data)
Numerator:
Net income$117,835 $109,612 
Denominator:
Weighted-average shares used in computing net income per share, basic140,622,029 139,448,556 
Dilutive effect of RSUs1,561,401 1,254,469 
Weighted-average shares used in computing net income per share, diluted142,183,430 140,703,025 
Net income per share, basic$0.84 $0.79 
Net income per share, diluted$0.83 $0.78 
 
12. 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 significant shareholder and board member 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.

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, 2025 and 2024, the Company purchased $25.1 million and $55.8 million, respectively, of finished goods from JS Global entities.

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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 July 31, 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, 2025 and 2024, fees incurred by the Company related to this agreement were $2.4 million and $11.9 million, respectively, and were included in cost of inventories.

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, 2025 and 2024, the Company earned royalty income of $4.8 million and $0.9 million, respectively, which was included in net sales.

Product Development Agreements

The Company has historically utilized JS Global subsidiaries for certain research and development services. For these services, the Company incurred costs of $0 and $0.9 million for three months ended March 31, 2025 and 2024 respectively.

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, 2025 and 2024, the Company earned product development service fees of $1.7 million and $0.5 million under this agreement, respectively, 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 months, subject to a three-month extension by JS Global. For the three months ended March 31, 2025 and 2024, service fees related to this agreement were $0.8 million and were recorded as a reduction of general and administrative expenses.

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

Three Months Ended March 31,
20252024
(in thousands)
Related party revenue
Royalty income$4,784 $948 
Related party expense (income)
Cost of sales - purchases of goods and services, net$27,476 $67,696 
Research and development services, net(1,658)418 
General and administrative(750)(750)

 As of
 March 31, 2025December 31, 2024
  
 (in thousands)
Related party assets  
Accounts receivable, net$16,521 $9,381 
Related party liabilities
Accounts payable$26,264 $39,769 
 

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