Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Sep. 08, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40694 | |
Entity Registrant Name | Traeger, Inc | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-2739741 | |
Entity Address, Address Line One | 1215 E Wilmington Ave | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84106 | |
City Area Code | 801 | |
Local Phone Number | 701-7180 | |
Title of 12(b) Security | Common stock, $0.0001 par value | |
Trading Symbol | COOK | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 117,547,916 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Central Index Key | 0001857853 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 75,252 | $ 11,556 |
Accounts receivable, net | 119,898 | 64,840 |
Inventories, net | 86,151 | 68,835 |
Prepaid expenses and other current assets | 11,084 | 13,776 |
Total current assets | 292,385 | 159,007 |
Property, plant, and equipment, net | 39,288 | 32,404 |
Goodwill | 256,838 | 256,838 |
Intangible assets, net | 523,225 | 539,841 |
Other long-term assets | 7,424 | 1,491 |
Total assets | 1,119,160 | 989,581 |
Current Liabilities | ||
Accounts payable | 28,954 | 21,673 |
Accrued expenses | 71,883 | 54,697 |
Line of credit | 8,000 | 0 |
Current portion of notes payable | 3,825 | 3,407 |
Current portion of capital leases | 410 | 296 |
Total current liabilities | 113,072 | 80,073 |
Notes payable, net of current portion | 493,434 | 433,605 |
Capital leases, net of current portion | 750 | 536 |
Other non-current liabilities | 341 | 327 |
Total liabilities | 607,597 | 514,541 |
Commitments and contingencies—See Note 8 | ||
Member’s equity | ||
108,724,422 Member’s capital common units authorized, issued, and outstanding at June 30, 2021 and December 31, 2020 | 0 | 0 |
Member’s capital | 573,539 | 571,038 |
Accumulated deficit | (61,976) | (95,998) |
Total member’s equity | 511,563 | 475,040 |
Total liabilities and member’s equity | $ 1,119,160 | $ 989,581 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common unit authorized (in shares) | 108,724,422 | 108,724,422 |
Common unit issued (in shares) | 108,724,422 | 108,724,422 |
Common unit outstanding (in shares) | 108,724,422 | 108,724,422 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 213,022 | $ 153,190 | $ 448,595 | $ 266,973 |
Cost of revenue | 129,715 | 86,502 | 264,657 | 148,530 |
Gross profit | 83,307 | 66,688 | 183,938 | 118,443 |
Operating expense | ||||
Sales and marketing | 47,269 | 20,985 | 78,120 | 37,703 |
General and administrative | 24,802 | 9,306 | 38,358 | 18,310 |
Amortization of intangible assets | 8,301 | 8,132 | 16,602 | 16,263 |
Total operating expense | 80,372 | 38,423 | 133,080 | 72,276 |
Income from operations | 2,935 | 28,265 | 50,858 | 46,167 |
Other income (expense), net: | ||||
Interest expense | (7,877) | (9,063) | (15,689) | (18,248) |
Loss on extinguishment of debt | (1,957) | 0 | (1,957) | 0 |
Other income (expense) | 1,996 | 167 | 1,538 | (600) |
Total other expense, net | (7,838) | (8,896) | (16,108) | (18,848) |
Income (loss) before provision for income taxes | (4,903) | 19,369 | 34,750 | 27,319 |
Provision for income taxes | 4 | 516 | 728 | 547 |
Net income (loss) | (4,907) | 18,853 | 34,022 | 26,772 |
Comprehensive income (loss) | (4,907) | 18,853 | 34,022 | 26,772 |
Net income (loss) attributable to common unit holders - basic | (4,907) | 18,853 | 34,022 | 26,772 |
Net income (loss) attributable to common unit holders - diluted | $ (4,907) | $ 18,853 | $ 34,022 | $ 26,772 |
Net income (loss) per unit - basic (in dollars per share) | $ (0.05) | $ 0.17 | $ 0.31 | $ 0.25 |
Net income (loss) per unit - diluted (in dollars per share) | $ (0.05) | $ 0.17 | $ 0.31 | $ 0.25 |
Weighted average number of units outstanding - basic (in shares) | 108,724,422 | 108,724,422 | 108,724,422 | 108,724,422 |
Weighted average number of units outstanding - diluted (in shares) | 108,724,422 | 108,724,422 | 108,724,422 | 108,724,422 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER’S EQUITY - USD ($) $ in Thousands | Total | Common Units | Member’s Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 108,724,422 | |||
Beginning balance at Dec. 31, 2019 | $ 430,878 | $ 0 | $ 558,478 | $ (127,600) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Equity-based compensation | 1,254 | 1,254 | ||
Net income (loss) | 26,772 | 26,772 | ||
Ending balance (in shares) at Jun. 30, 2020 | 108,724,422 | |||
Ending balance at Jun. 30, 2020 | 458,904 | $ 0 | 559,732 | (100,828) |
Beginning balance (in shares) at Mar. 31, 2020 | 108,724,422 | |||
Beginning balance at Mar. 31, 2020 | 439,411 | $ 0 | 559,092 | (119,681) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Equity-based compensation | 640 | 640 | ||
Net income (loss) | 18,853 | 18,853 | ||
Ending balance (in shares) at Jun. 30, 2020 | 108,724,422 | |||
Ending balance at Jun. 30, 2020 | $ 458,904 | $ 0 | 559,732 | (100,828) |
Beginning balance (in shares) at Dec. 31, 2020 | 108,724,422 | 108,724,422 | ||
Beginning balance at Dec. 31, 2020 | $ 475,040 | $ 0 | 571,038 | (95,998) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Equity-based compensation | 2,501 | 2,501 | ||
Net income (loss) | $ 34,022 | 34,022 | ||
Ending balance (in shares) at Jun. 30, 2021 | 108,724,422 | 108,724,422 | ||
Ending balance at Jun. 30, 2021 | $ 511,563 | $ 0 | 573,539 | (61,976) |
Beginning balance (in shares) at Mar. 31, 2021 | 108,724,422 | |||
Beginning balance at Mar. 31, 2021 | 514,925 | $ 0 | 571,994 | (57,069) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Equity-based compensation | 1,545 | 1,545 | ||
Net income (loss) | $ (4,907) | (4,907) | ||
Ending balance (in shares) at Jun. 30, 2021 | 108,724,422 | 108,724,422 | ||
Ending balance at Jun. 30, 2021 | $ 511,563 | $ 0 | $ 573,539 | $ (61,976) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 34,022 | $ 26,772 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation of property, plant and equipment | 4,497 | 3,326 |
Amortization of intangible assets | 16,942 | 16,593 |
Amortization of deferred financing costs | 1,373 | 1,344 |
Loss on disposal of property, plant and equipment | 51 | 50 |
Loss on extinguishment of debt | 1,957 | 0 |
Equity-based compensation expense | 2,501 | 1,254 |
Bad debt expense | 107 | 0 |
Unrealized loss on derivative contracts | 4,112 | 111 |
Change in operating assets and liabilities: | ||
Accounts receivable | (55,165) | (57,184) |
Inventories, net | (17,316) | 5,782 |
Prepaid expenses and other current assets | (1,420) | (1,908) |
Other long-term assets | (279) | 0 |
Accounts payable and accrued expenses | 24,798 | 16,398 |
Deferred rent | 13 | 34 |
Net cash provided by operating activities | 16,194 | 12,572 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property, plant, and equipment | (11,248) | (5,427) |
Acquisition of subsidiaries | 0 | (200) |
Capitalization of patent costs | (327) | (250) |
Proceeds from notes receivable | 0 | 21 |
Net cash used in investing activities | (11,575) | (5,856) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds on line of credit | 65,000 | 57,000 |
Repayments on line of credit | (57,000) | (50,000) |
Proceeds from long-term debt | 510,000 | 0 |
Payment of deferred financing costs | (8,478) | (339) |
Repayments of long-term debt | (446,355) | (1,704) |
Principal payments on capital lease obligations | (184) | (154) |
Payment of deferred offering costs | (3,906) | 0 |
Net cash provided by financing activities | 59,077 | 4,803 |
Net increase in cash | 63,696 | 11,519 |
Cash at beginning of period | 11,556 | 7,077 |
CASH AT END OF PERIOD | 75,252 | 18,596 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 13,898 | 12,113 |
Cash paid for income taxes | 874 | 76 |
NON-CASH FINANCING AND INVESTING ACTIVITIES | ||
Equipment purchased under capital leases | 511 | 257 |
Property, plant, and, equipment included in accounts payable | $ 662 | $ 1,264 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Nature of Operations – TGPX Holdings I LLC and its wholly owned Subsidiaries (collectively “Traeger” or the “Company”) design, source, sell, and support wood pellet fueled barbeque grills sold to retailers, distributors, and direct to consumers. The Company produces and sells the pellets used to fire the grills and also sells Traeger-branded rubs, spices, and sauces, as well as grill accessories (including covers, barbeque tools, trays, liners, and merchandise). A significant portion of the Company’s sales are generated from customers throughout the United States (“U.S.”), and the Company continues to develop distribution in Canada and Europe. The Company’s headquarters are in Salt Lake City, Utah. In July 2021, the Company effected a forward split of its 10 common units into 108,724,422 common units. All unit, per unit and related information presented in the accompanying consolidated financial statements have been retroactively adjusted, where applicable, to reflect the impact of the split of common units. As of June 30, 2021, the 108,724,422 common units in the Company were held by TGP Holdings LP and there were no potentially dilutive securities at the TGPX Holdings I LLC level. Accordingly, basic and diluted earnings per share presented on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as of June 30, 2021 and 2020 are the same. Immediately prior to the effectiveness of the registration statement pertaining to the Company’s initial public offering (“IPO”) on July 28, 2021, the Company converted from a Delaware limited liability company into a Delaware corporation, and changed its name to Traeger, Inc. Pursuant to the statutory corporate conversion (the "Corporate Conversion"), all of the outstanding limited liability company interests of TGPX Holdings I LLC were converted into shares of common stock of Traeger, Inc., and TGP Holdings LP (the “Partnership”) became the holder of such shares of common stock of Traeger, Inc. In connection with the Corporate Conversion, the Partnership liquidated and distributed these shares of common stock to the holders of partnership interests in the Partnership in direct proportion to their respective interests in the Partnership based upon the value of Traeger, Inc. at the time of the IPO, with a value implied by the initial public offering price of the shares of common stock sold in the IPO. Based on the IPO price of $18.00 per share, following the Partnership’s liquidation and distribution, including the elimination of any fractional shares resulting therefrom, and the Corporate Conversion, the Company had 108,724,387 shares of common stock outstanding immediately prior to the IPO. Pushdown Accounting – On September 25, 2017, AEA Investors LP, TCP Traeger Holdings SPV LLC, Ontario Limited, and other management and limited partners purchased a 100% equity stake (the “Transaction”) in Traeger Pellet Grills Holdings LLC through a merger agreement in which TGP Holdings LP (“Purchaser”) was formed. TGPX Holdings I LLC was formed and became a wholly owned subsidiary of Purchaser on that date. Total consideration transferred by the Purchaser for the acquisition of Traeger Pellet Grills Holdings LLC was $954 million. The Company has applied pushdown accounting from the Transaction to recognize the fair value of assets acquired and liabilities assumed. This included recording newly established fair values for property, plant, and equipment and the recognition of identified intangibles and goodwill in the purchase price allocation. Basis of Presentation and Principles of Consolidation – The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) related to a quarterly report on Form 10-Q. The year-end condensed consolidated balance sheet data was derived from the Company’s audited financial statements. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2020 included in the Company’s final prospectus for its IPO, filed pursuant to Rule 424(b) under the Securities Exchange Act of 1933, as amended, with the SEC on July 30, 2021 (the “Prospectus”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to fairly present the consolidated financial position, results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2021. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company Status – The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised financial accounting standards until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with the adoption of new or revised accounting standards and as a result of this election, its financial statements may not be comparable to companies that comply with public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the end of the fiscal year in which the market value of its common stock that is held by non-affiliates is at least $700 million as of the last business day of its most recently completed second fiscal quarter, (ii) the end of the fiscal year in which the Company has total annual gross revenues of $1.07 billion or more during such fiscal year, (iii) the date on which the Company issues more than $1.0 billion in non-convertible debt in a three-year period, or (iv) the end of the fiscal year in which the fifth anniversary of the Company’s IPO occurs, which will be December 31, 2026. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates – The preparation of these financial statements in accordance 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 financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates and the assumptions made by management that present the greatest amount of estimation uncertainty include business combination accounting for the fair value of assets acquired and liabilities assumed, customer credits and returns, obsolete inventory reserves, valuation and impairment of intangible assets including goodwill, unrealized positions on foreign currency derivatives and reserves for warranty. Actual results could differ from these estimates. Concentrations – Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash in banks, trade accounts receivable and foreign currency contracts. Credit is extended to customers based on an evaluation of the customer’s financial condition and collateral is not generally required in the Company’s sales transactions. Three customers (each large U.S. retailers) that accounted for a significant portion of net sales are as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Customer A 17 % 20 % 20 % 18 % Customer B 16 % 11 % 20 % 17 % Customer C 16 % 15 % 16 % 17 % As of June 30, 2021, those same three customers accounted for a significant portion of trade accounts receivable of 15%, 19%, and 16% for customers A, B, and C, respectively, compared to 18%, 21%, and 19% as of December 31, 2020. Concentrations of credit risk exist to the extent credit terms are extended with these three large customers. A business failure on the part of any one the three customers could result in a material amount of exposure to the Company. No other single customer accounted for greater than 10% of the Company’s net sales for the three and six months ended June 30, 2021 and 2020, respectively. Additionally, no other single customer accounted for greater than 10% of trade accounts receivable as of June 30, 2021 and December 31, 2020. The Company’s sales to dealers and distributors located outside the United States are generally denominated in U.S. dollars. The Company does have sales to certain dealers located in the European Union, the United Kingdom and Canada which are denominated in Euros, British Pounds and Canadian Dollars, respectively. The Company relies on a limited number of suppliers for its contract manufacturing of grills and accessories. A significant disruption in the operations of certain of these manufacturers, or in the transportation of parts and accessories would impact the production of the Company’s products for a substantial period of time, which could have a material adverse effect on the Company’s business, financial condition and results of operations. Recently Issued Accounting Standards As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”), allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. There have been no material changes to the implementation or evaluation of “Recently Issued Accounting Standards” as described in the Company's annual audited financial statements for the period ended December 31, 2020. |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The following table disaggregates revenue by product category, geography, and sales channel for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, Revenue by product category 2021 2020 2021 2020 Grills $ 156,101 $ 111,419 $ 334,756 $ 194,593 Consumables 41,178 32,221 81,991 56,015 Accessories 15,743 9,550 31,848 16,365 Total revenue $ 213,022 $ 153,190 $ 448,595 $ 266,973 Three Months Ended June 30, Six Months Ended June 30, Revenue by geography 2021 2020 2021 2020 North America $ 203,692 $ 149,642 $ 429,943 $ 259,080 Rest of world 9,330 3,548 18,652 7,894 Total revenue $ 213,022 $ 153,190 $ 448,595 $ 266,973 Three Months Ended June 30, Six Months Ended June 30, Revenue by sales channel 2021 2020 2021 2020 Retail $ 195,921 $ 137,526 $ 425,748 $ 245,905 Direct to consumer 17,101 15,664 22,847 21,068 Total revenue $ 213,022 $ 153,190 $ 448,595 $ 266,973 |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Accounts receivable consists of the following (in thousands): June 30, December 31, Trade accounts receivable $ 137,977 $ 77,574 Allowance for doubtful accounts (755) (652) Reserve for returns, discounts and allowances (17,324) (12,082) Total accounts receivable, net $ 119,898 $ 64,840 Inventories consisted of the following (in thousands): June 30, December 31, Raw materials $ 3,629 $ 1,161 Work in process 10,691 6,087 Finished goods 71,831 61,587 Inventories, net $ 86,151 $ 68,835 Included within inventories are adjustments of $0.0 million and $0.8 million at June 30, 2021 and December 31, 2020, respectively, to record inventory to net realizable value. Accrued expenses consisted of the following (in thousands): June 30, December 31, Accrual for inventories in-transit $ 24,402 $ 27,012 Warranty accrual 8,094 6,728 Accrued compensation and bonus 4,995 6,179 Other 34,392 14,778 Accrued expenses $ 71,883 $ 54,697 The changes in the Company’s warranty liability, included in accrued expenses on the accompanying condensed consolidated balance sheets, were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Warranty accrual, beginning of period $ 8,071 $ 5,132 $ 6,728 $ 4,798 Warranty claims (2,205) (2,062) (3,666) (3,256) Warranty costs accrued 2,228 2,917 5,032 4,445 Warranty accrual, end of period $ 8,094 $ 5,987 $ 8,094 $ 5,987 |
DERIVATIVES
DERIVATIVES | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES The Company is exposed to foreign currency exchange rate risk related to its purchases and international operations. The Company utilizes foreign currency contracts to manage foreign currency risk in purchasing inventory and capital equipment, and future settlement of foreign denominated assets and liabilities. The volume of the Company’s foreign currency contract activity is limited by the amount of transaction exposure in each foreign currency and the Company’s election as to whether to hedge the transactions. There are no derivative instruments entered into for speculative purposes. The Company had outstanding foreign currency contracts as of June 30, 2021 and December 31, 2020. The Company did not elect hedge accounting for any of these contracts. All outstanding contracts are with the same counterparty and thus the fair market value of the contracts in an asset position are offset by the fair market value of the contracts in a liability position to reach a net position. For periods where the net position is an asset balance, the balance is recorded within prepaid expenses and other current assets on the consolidated balance sheet and for periods where the net position is a liability balance, the balance is recorded within derivative liabilities on the consolidated balance sheet. Changes in the net fair value of contracts are recorded in other expense, net in the consolidated statements of operations. The Company’s only derivative transactions were foreign currency contracts. Gross and net balances from foreign currency contract positions were as follows (in thousands): June 30, December 31, Gross Asset Fair Value $ 2,148 $ 6,259 Gross Liability Fair Value — — Net Asset Fair Value $ 2,148 $ 6,259 Gains (losses) from foreign currency contracts were recorded in other income (expense), net within the accompanying consolidated statements of operations as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Realized gain (loss) $ 2,899 $ 57 $ 5,448 $ (244) Unrealized gain (loss) (763) 389 (4,112) (111) Totals gains (loss) $ 2,136 $ 446 $ 1,336 $ (355) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTSFinancial assets and liabilities valued using Level 1 inputs are based on unadjusted quoted market prices within active markets. Financial assets and liabilities valued using Level 2 inputs are based primarily on observable trades and/or prices for similar assets or liabilities in active or inactive markets. Financial assets and liabilities valued using Level 3 inputs are primarily valued using management’s assumptions about the assumptions market participants would utilize in pricing the asset or liability. The following table presents information about the fair value measurement of the Company’s financial instruments (in thousands): Financial Instruments Recorded at Fair Value on a Recurring Basis: Fair Value As of June 30, As of December 31, Assets: Derivative assets—foreign currency contracts (1) 2 $ 2,148 $ 6,259 Total assets $ 2,148 $ 6,259 (1) Included in prepaid expenses and other current assets in the consolidated balance sheet Transfers of assets and liabilities among Level 1, Level 2 and Level 3 are recorded as of the actual date of the events or change in circumstances that caused the transfer. As of June 30, 2021 and December 31, 2020, there were no transfers between levels of the fair value hierarchy of the Company’s assets or liabilities measured at fair value. The fair value of the Company’s derivative assets through its foreign currency contracts is based upon observable market-based inputs that reflect the present values of the differences between estimated future foreign currency rates versus fixed future settlement prices per the contracts, and therefore, are classified within Level 2. The following financial instruments are recorded at their carrying amount (in thousands of dollars): As of June 30, 2021 As of December 31, 2020 Financial Instruments Recorded at Carrying Amount: Carrying Estimated Carrying Estimated Liabilities: Debt—First Lien (1) $ 510,000 $ 510,423 $ — $ — Debt—First Lien and Second Lien (2) — — 446,355 439,253 Total liabilities $ 510,000 $ 510,423 $ 446,355 $ 439,253 (1) Included in notes payable in the consolidated balance sheet. Due to the unobservable nature of the inputs these financial instruments are considered to be Level 3 instruments in the fair value hierarchy (2) The First Lien and Second Lien were refinanced and repaid on June 29, 2021. |
DEBT AND FINANCING ARRANGEMENTS
DEBT AND FINANCING ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT AND FINANCING ARRANGEMENTS | DEBT AND FINANCING ARRANGEMENTS On September 25, 2017, we entered into (i) a first lien credit agreement with various lenders ("First Lien Credit Agreement") and (ii) a second lien credit agreement with a syndicate of various lenders ("Second Lien Credit Agreement") and together with the First Lien Credit Agreement. On June 29, 2021, the Company refinanced its existing credit facilities and entered into a new First Lien Credit Agreement, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and other lender parties thereto as joint lead arrangers and joint bookrunners ("New First Lien Credit Agreement"). The New First Lien Credit Agreement provides for a $560.0 million senior secured term loan facility ("New First Lien Term Loan Facility"), including a $50.0 million delayed draw term loan, and a $125.0 million revolving credit facility ("New Revolving Credit Facility"). The New First Lien Term Loan Facility accrues interest at a rate per annum that considers both fixed and floating components. The fixed component ranges from 3.00% to 3.50% per annum based on the consummation of a Qualifying Public Offering and our Public Debt Rating (each as defined in the New First Lien Credit Agreement). The floating component is based on the Eurocurrency Base Rate (as defined in the New First Lien Credit Agreement) for the relevant interest period. The New First Lien Term Loan Facility requires quarterly principal payments from December 2021 through June 2028, with any remaining unpaid principal and any accrued and unpaid interest due on the maturity date of June 29, 2028. The delayed draw term loan includes a variable commitment fee, which is based on the fixed interest rate and ranges from 0% to the Applicable Rate (as defined in the New First Lien Credit Agreement). As of June 30, 2021, and the total principal amount outstanding on the New First Lien Term Loan Facility was $510.0 million, and the Company had not drawn on the delayed draw term loan. Loans under the New Revolving Credit Facility, accrue interest at a rate per annum that considers both fixed and floating components. The fixed component ranges from 2.75% to 3.50% per annum based on the consummation of a Qualifying Public Offering and our most recently determined First Lien Net Leverage Ratio (as defined in the New First Lien Credit Agreement). The floating component is based on the Eurocurrency Base Rate for the relevant interest period. The New Revolving Credit Facility also has a variable commitment fee, which is based on our most recently determined First Lien Net Leverage Ratio and ranges from 0.25% to 0.50% per annum on undrawn amounts. Letters of credit may be issued under the New Revolving Credit Facility in an amount not to exceed $15.0 million which, when issued, lower the overall borrowing capacity of the facility. The New Revolving Credit Facility expires on June 29, 2026 and no principal payments are due before such date. As of June 30, 2021, there was no outstanding principal balance under the New Revolving Credit Facility. The Company performed an analysis on a creditor-by-creditor basis for debt modifications and extinguishments to determine if repurchased debt was substantially different than debt issued to determine the appropriate accounting treatment of associated issuance costs. In connection with the refinancing, the Company recorded a $2.0 million loss from early extinguishment of debt in the condensed consolidated statements of operations and comprehensive income. In connection with the New First Lien Credit Agreement, the Company paid financing costs totaling $8.4 million, of which $6.7 million related to the New First Lien Term Loan Facility and $1.7 million related to the New Revolving Credit Facility. The total financing costs included an original issue discount of $2.8 million. Costs incurred in connection with New First Lien Term Loan Facility were deferred and reflected net of notes payable and are amortized to interest expense utilizing the effective-interest method over the term of the loan. Costs incurred in connection with the delayed draw and revolving credit facility were deferred and recorded as other assets. These costs are being amortized to interest expense on a straight-line basis over the term of respective credit facilities. The New First Lien Credit Agreement contains certain affirmative and negative covenants that limit our ability to, among other things, incur additional indebtedness or liens (with certain exceptions), make certain investments, engage in fundamental changes or transactions including changes of control, transfer or dispose of certain assets, make restricted payments (including dividends), engage in new lines of business, make certain prepayments and engage in certain affiliate transactions. In addition, we are subject to a financial covenant whereby we are required to maintain a First Lien Net Leverage Ratio (as defined in the New First Lien Credit Agreement) not to exceed 6.20 to 1.00. As of June 30, 2021, we were in compliance with the covenants under the prior Credit Facilities. Accounts Receivable Credit Facility On June 29, 2021, we entered into Amendment No. 1 to the Receivables Financing Agreement ("Amended Receivables Financing Agreement") and increased the net borrowing capacity from the prior range of $30.0 million to $45.0 million up to $100.0 million. As of June 30, 2021, we had drawn down $8.0 million under this facility for general corporate and working capital purposes. We are required to pay an annual upfront fee for the facility, along with interest on outstanding cash advances of approximately 1.7%, and an unused capacity charge that ranges from 0.25% to 0.5%. The facility is set to terminate on June 29, 2024. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Matters The Company is subject to various claims, complaints and legal actions in the normal course of business. The Company does not believe it has any currently pending litigation of which the outcome will have a material adverse effect on its operations or financial position. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | EQUITY-BASED COMPENSATION TGP Holdings LP established a management incentive equity pool, authorizing a maximum of 99,389 total units, or 15% of the total authorized units, for purpose of compensatory awards to employees and certain directors of the Company. Under the Plan, eligible management employees and directors are granted a certain number of Class B Units of TGP Holdings LP which are considered to be profit interests. The participation threshold of the Class B Units is established for each grant based on the fair market value of TGP Holdings LP membership units at the date of the grant. The Company recognized $1.5 million and $0.6 million for the three months ended June 30, 2021 and 2020, respectively of compensation expense in the accompanying condensed consolidated statements of operations. For the six months ended June 30, 2021 and 2020, the Company recognized compensation expense of $2.5 million and $1.3 million, respectively. As of June 30, 2021, total unrecognized compensation expense for unvested units totaled $4.4 million, and are expected to vest over a weighted average period of 2.4 years. As the performance criteria related to the extraordinary performance units has not been achieved, and the achievement of the performance criteria has not been deemed to be probable at any time up to and including June 30, 2021, no equity-based compensation expense has been recorded related to these units. As of June 30, 2021, unrecognized compensation related to extraordinary performance units was $2.8 million. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the three months ended June 30, 2021 and 2020, the Company recorded a provision for income taxes of $0.0 million and $0.5 million, respectively. For the six months ended June 30, 2021 and 2020, the Company recorded a provision for income taxes of $0.7 million and $0.5 million, respectively. The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all the deferred tax assets will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carryback and tax planning strategies. Generally, more weight is given to objectively verifiable evidence, such as the cumulative loss in recent years, as a significant piece of negative evidence to overcome. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONSThe Company outsources a portion of its customer service and support through a third party who is an affiliate of the Company through common ownership. The total amount of expenses the Company recorded associated with such services totaled $4.2 million and $1.6 million for the six months ended June 30, 2021 and 2020, respectively. Amounts payable to the third party as of June 30, 2021 and December 31, 2020 was $1.7 million and $0.7 million, respectively. |
EARNINGS (LOSS) PER UNIT
EARNINGS (LOSS) PER UNIT | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER UNIT | EARNINGS (LOSS) PER UNIT The Company discloses two calculations of earnings per member unit: basic earnings per unit and diluted earnings per unit. The numerator in calculating basic earnings per unit and diluted earnings per unit is consolidated net income. The denominator in calculating basic earnings per unit is the weighted average units outstanding. The denominator for diluted earnings per unit is the same as basic because there were no potential dilutive common units outstanding. The computation of basic and diluted earnings per common unit is as follows (in thousands, except unit and per unit amounts): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net income (loss) available to members—basic and diluted $ (4,907) $ 18,853 $ 34,022 $ 26,772 Weighted average number of units—basic and diluted 108,724,422 108,724,422 108,724,422 108,724,422 Earnings (loss) per unit—basic and diluted $ (0.05) $ 0.17 $ 0.31 $ 0.25 There were no potentially dilutive securities outstanding as of June 30, 2021 and June 30, 2020. Equity-based compensation awards are granted at a parent level above the Company’s consolidation results and the expense related to those awards is pushed down to the Company. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company has evaluated subsequent events through September 9, 2021, the date the Condensed Consolidated Financial Statements were available to be issued. On July 1, 2021, the Company acquired all of the equity interests of Apption Labs Limited and its subsidiaries. Apption Labs Limited specializes in the manufacture and design of innovative hardware and software related to small kitchen appliances. This acquisition will help facilitate the Company’s entry into the adjacent accessories market and bolster its existing portfolio with a complementary product. Total consideration for the acquisition included $60.0 million of cash paid at time of closing and up to $40 million in contingent consideration based on achievement of certain revenue thresholds for fiscal 2021 and 2022. The Company has not finalized its accounting for the Apption Labs acquisition as this transaction recently occurred on July 1, 2021 and therefore, is unable to disclose preliminary accounting. The assets and liabilities acquired or that will result from the acquisition, include cash, fixed assets, accounts receivable, inventory, technology, intangible assets, contingent liabilities, and goodwill. All areas of the purchase accounting are not yet finalized, including the valuation of i) receivables, ii) intangible assets; iii) deferred purchase consideration, iv) inventory, and v) fixed assets. Additionally, the purchase price allocation is provisional for income tax-related matters. The Company anticipates reporting the preliminary purchase accounting associated with the acquisition in connection with the filing of its third quarter 2021 financial statements. On July 12, 2021, the Board approved the acceleration of vesting of all unvested and outstanding Class B unit awards, subject to the successful completion of an initial public offering of the Company. The approval for the acceleration of vesting was determined to be a modification. As a result, the Company evaluated each of the modified awards to determine the necessary accounting. At the time of the initial public offering, awards where vesting was probable prior to and after the modification, will result in an acceleration of the remaining expense based on the original grant date fair value and awards where vesting was not probable, will result in recognition of the fair value of the modified awards as of the modification date. The Company has estimated the fair value of the Class B unit awards on the date of modification using the midpoint of the preliminary price range related to the initial public offering, after giving effect to the conversion of vested Class B units into shares of the Company’s common stock. The conversion of the Class B units into shares of common stock will be determined by applying the equity value associated with existing Class A and Class B units and assuming the equity value is distributed to each unit in accordance with the order of cash distributions required by the TGP Holdings LP limited partnership agreement. In connection with the completion of the Company’s initial public offering, based on the initial public offering price of $18.00 per share the Company estimates that it will incur aggregate equity compensation expense of approximately $47.4 million as a result of the acceleration of vesting of the unvested Class B unit awards. Given the proximity of the modification to the initial public offering, the actual expense to be recorded by the Company will be based on the actual conversion of the Class B units into common stock and the valuation of the Company at time of the initial public offering. On July 20, 2021, the Board approved 12,163,242 restricted stock unit (“RSU”) awards that became effective in connection with the completion of the Company’s initial public offering, which include RSUs granted to our Chief Executive Officer and to other employees, directors, and certain non-employees. The awards include a combination of time-based and performance based awards. The Company estimates the grant date fair value of the RSU awards to the Chief Executive Officer would be approximately $116.6 million, which would be expected to be recognized as compensation expense over a weighted average period of 4.94 years, and the grant date fair value of the RSU awards to other employees, directors, and certain non-employees would be approximately $73.2 million, which would be expected to be recognized as compensation expense over a weighted average period of 3.52 years. In connection with the IPO, the board of directors and stockholders approved a certificate of incorporation to provide for 1,000,000,000 authorized shares of common stock with a par value of $0.0001 per share and 25,000,000 shares of preferred stock with a par value of $0.0001 per share. On August 2, 2021, the Company completed the IPO in which the Company issued and sold 8,823,529 shares of common stock at a public offering price of $18.00 per share. The Company’s aggregate gross proceeds from the sale of shares in the IPO $158.8 million before underwriter discounts and commissions, fees and expenses of $18.3 million. On August 11, 2021 the Company utilized proceeds received in connection with the initial public offering and repaid $130.8 million on its outstanding first lien term loan. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Pushdown Accounting | On September 25, 2017, AEA Investors LP, TCP Traeger Holdings SPV LLC, Ontario Limited, and other management and limited partners purchased a 100% equity stake (the “Transaction”) in Traeger Pellet Grills Holdings LLC through a merger agreement in which TGP Holdings LP (“Purchaser”) was formed. TGPX Holdings I LLC was formed and became a wholly owned subsidiary of Purchaser on that date. Total consideration transferred by the Purchaser for the acquisition of Traeger Pellet Grills Holdings LLC was $954 million. The Company has applied pushdown accounting from the Transaction to recognize the fair value of assets acquired and liabilities assumed. This included recording newly established fair values for property, plant, and equipment and the recognition of identified intangibles and goodwill in the purchase price allocation. |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) related to a quarterly report on Form 10-Q. The year-end condensed consolidated balance sheet data was derived from the Company’s audited financial statements. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2020 included in the Company’s final prospectus for its IPO, filed pursuant to Rule 424(b) under the Securities Exchange Act of 1933, as amended, with the SEC on July 30, 2021 (the “Prospectus”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to fairly present the consolidated financial position, results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2021. |
Principles of Consolidation | The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of these financial statements in accordance 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 financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates and the assumptions made by management that present the greatest amount of estimation uncertainty include business combination accounting for the fair value of assets acquired and liabilities assumed, customer credits and returns, obsolete inventory reserves, valuation and impairment of intangible assets including goodwill, unrealized positions on foreign currency derivatives and reserves for warranty. Actual results could differ from these estimates. |
Concentrations | Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash in banks, trade accounts receivable and foreign currency contracts. Credit is extended to customers based on an evaluation of the customer’s financial condition and collateral is not generally required in the Company’s sales transactions. Three customers (each large U.S. retailers) that accounted for a significant portion of net sales are as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Customer A 17 % 20 % 20 % 18 % Customer B 16 % 11 % 20 % 17 % Customer C 16 % 15 % 16 % 17 % As of June 30, 2021, those same three customers accounted for a significant portion of trade accounts receivable of 15%, 19%, and 16% for customers A, B, and C, respectively, compared to 18%, 21%, and 19% as of December 31, 2020. Concentrations of credit risk exist to the extent credit terms are extended with these three large customers. A business failure on the part of any one the three customers could result in a material amount of exposure to the Company. No other single customer accounted for greater than 10% of the Company’s net sales for the three and six months ended June 30, 2021 and 2020, respectively. Additionally, no other single customer accounted for greater than 10% of trade accounts receivable as of June 30, 2021 and December 31, 2020. The Company’s sales to dealers and distributors located outside the United States are generally denominated in U.S. dollars. The Company does have sales to certain dealers located in the European Union, the United Kingdom and Canada which are denominated in Euros, British Pounds and Canadian Dollars, respectively. The Company relies on a limited number of suppliers for its contract manufacturing of grills and accessories. A significant disruption in the operations of certain of these manufacturers, or in the transportation of parts and accessories would impact the production of the Company’s products for a substantial period of time, which could have a material adverse effect on the Company’s business, financial condition and results of operations. |
Recently Issued Accounting Standards | As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”), allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. There have been no material changes to the implementation or evaluation of “Recently Issued Accounting Standards” as described in the Company's annual audited financial statements for the period ended December 31, 2020. |
Fair Value Measurements | Financial assets and liabilities valued using Level 1 inputs are based on unadjusted quoted market prices within active markets. Financial assets and liabilities valued using Level 2 inputs are based primarily on observable trades and/or prices for similar assets or liabilities in active or inactive markets. Financial assets and liabilities valued using Level 3 inputs are primarily valued using management’s assumptions about the assumptions market participants would utilize in pricing the asset or liability. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Significant Portion of Net Sales | Three customers (each large U.S. retailers) that accounted for a significant portion of net sales are as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Customer A 17 % 20 % 20 % 18 % Customer B 16 % 11 % 20 % 17 % Customer C 16 % 15 % 16 % 17 % |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates revenue by product category, geography, and sales channel for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, Revenue by product category 2021 2020 2021 2020 Grills $ 156,101 $ 111,419 $ 334,756 $ 194,593 Consumables 41,178 32,221 81,991 56,015 Accessories 15,743 9,550 31,848 16,365 Total revenue $ 213,022 $ 153,190 $ 448,595 $ 266,973 Three Months Ended June 30, Six Months Ended June 30, Revenue by geography 2021 2020 2021 2020 North America $ 203,692 $ 149,642 $ 429,943 $ 259,080 Rest of world 9,330 3,548 18,652 7,894 Total revenue $ 213,022 $ 153,190 $ 448,595 $ 266,973 Three Months Ended June 30, Six Months Ended June 30, Revenue by sales channel 2021 2020 2021 2020 Retail $ 195,921 $ 137,526 $ 425,748 $ 245,905 Direct to consumer 17,101 15,664 22,847 21,068 Total revenue $ 213,022 $ 153,190 $ 448,595 $ 266,973 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consists of the following (in thousands): June 30, December 31, Trade accounts receivable $ 137,977 $ 77,574 Allowance for doubtful accounts (755) (652) Reserve for returns, discounts and allowances (17,324) (12,082) Total accounts receivable, net $ 119,898 $ 64,840 |
Schedule of Inventories | Inventories consisted of the following (in thousands): June 30, December 31, Raw materials $ 3,629 $ 1,161 Work in process 10,691 6,087 Finished goods 71,831 61,587 Inventories, net $ 86,151 $ 68,835 |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): June 30, December 31, Accrual for inventories in-transit $ 24,402 $ 27,012 Warranty accrual 8,094 6,728 Accrued compensation and bonus 4,995 6,179 Other 34,392 14,778 Accrued expenses $ 71,883 $ 54,697 |
Schedule of Changes in Warranty Liability | The changes in the Company’s warranty liability, included in accrued expenses on the accompanying condensed consolidated balance sheets, were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Warranty accrual, beginning of period $ 8,071 $ 5,132 $ 6,728 $ 4,798 Warranty claims (2,205) (2,062) (3,666) (3,256) Warranty costs accrued 2,228 2,917 5,032 4,445 Warranty accrual, end of period $ 8,094 $ 5,987 $ 8,094 $ 5,987 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Foreign Exchange Contracts | The Company’s only derivative transactions were foreign currency contracts. Gross and net balances from foreign currency contract positions were as follows (in thousands): June 30, December 31, Gross Asset Fair Value $ 2,148 $ 6,259 Gross Liability Fair Value — — Net Asset Fair Value $ 2,148 $ 6,259 |
Schedule of Gain (Loss) from Foreign Currency Contracts | Gains (losses) from foreign currency contracts were recorded in other income (expense), net within the accompanying consolidated statements of operations as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Realized gain (loss) $ 2,899 $ 57 $ 5,448 $ (244) Unrealized gain (loss) (763) 389 (4,112) (111) Totals gains (loss) $ 2,136 $ 446 $ 1,336 $ (355) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on Recurring Basis | The following table presents information about the fair value measurement of the Company’s financial instruments (in thousands): Financial Instruments Recorded at Fair Value on a Recurring Basis: Fair Value As of June 30, As of December 31, Assets: Derivative assets—foreign currency contracts (1) 2 $ 2,148 $ 6,259 Total assets $ 2,148 $ 6,259 (1) Included in prepaid expenses and other current assets in the consolidated balance sheet |
Schedule of Financial Instruments Recorded at Carrying Amount | The following financial instruments are recorded at their carrying amount (in thousands of dollars): As of June 30, 2021 As of December 31, 2020 Financial Instruments Recorded at Carrying Amount: Carrying Estimated Carrying Estimated Liabilities: Debt—First Lien (1) $ 510,000 $ 510,423 $ — $ — Debt—First Lien and Second Lien (2) — — 446,355 439,253 Total liabilities $ 510,000 $ 510,423 $ 446,355 $ 439,253 (1) Included in notes payable in the consolidated balance sheet. Due to the unobservable nature of the inputs these financial instruments are considered to be Level 3 instruments in the fair value hierarchy (2) The First Lien and Second Lien were refinanced and repaid on June 29, 2021. |
EARNINGS (LOSS) PER UNIT (Table
EARNINGS (LOSS) PER UNIT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Common Unit | The computation of basic and diluted earnings per common unit is as follows (in thousands, except unit and per unit amounts): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net income (loss) available to members—basic and diluted $ (4,907) $ 18,853 $ 34,022 $ 26,772 Weighted average number of units—basic and diluted 108,724,422 108,724,422 108,724,422 108,724,422 Earnings (loss) per unit—basic and diluted $ (0.05) $ 0.17 $ 0.31 $ 0.25 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 25, 2017 | Jun. 30, 2021 | Jun. 30, 2020 | Aug. 02, 2021 | Jul. 31, 2021 | Jul. 28, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||
Common unit outstanding (in shares) | 108,724,422 | 108,724,422 | |||||
Potentially dilutive securities (in shares) | 0 | 0 | |||||
Previously Reported | |||||||
Business Acquisition [Line Items] | |||||||
Common unit outstanding (in shares) | 10 | ||||||
Traeger Pellet Grills Holsings LLC | |||||||
Business Acquisition [Line Items] | |||||||
Equity stake percentage | 100.00% | ||||||
Consideration transferred | $ 954 | ||||||
Subsequent Event | |||||||
Business Acquisition [Line Items] | |||||||
Common unit outstanding (in shares) | 108,724,422 | ||||||
Common stock outstanding (in shares) | 108,724,387 | ||||||
IPO | Subsequent Event | |||||||
Business Acquisition [Line Items] | |||||||
Sale of stock, price per share (in dollars per share) | $ 18 | ||||||
TGP Holdings LP | Majority Shareholder | |||||||
Business Acquisition [Line Items] | |||||||
Common unit outstanding (in shares) | 108,724,422 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenue from Contract with Customer, Product and Service Benchmark | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 17.00% | 20.00% | 20.00% | 18.00% | |
Revenue from Contract with Customer, Product and Service Benchmark | Customer B | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 16.00% | 11.00% | 20.00% | 17.00% | |
Revenue from Contract with Customer, Product and Service Benchmark | Customer C | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 16.00% | 15.00% | 16.00% | 17.00% | |
Accounts Receivable | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 15.00% | 18.00% | |||
Accounts Receivable | Customer B | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 19.00% | 21.00% | |||
Accounts Receivable | Customer C | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 16.00% | 19.00% |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 213,022 | $ 153,190 | $ 448,595 | $ 266,973 |
Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 195,921 | 137,526 | 425,748 | 245,905 |
Direct to consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 17,101 | 15,664 | 22,847 | 21,068 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 203,692 | 149,642 | 429,943 | 259,080 |
Rest of world | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 9,330 | 3,548 | 18,652 | 7,894 |
Grills | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 156,101 | 111,419 | 334,756 | 194,593 |
Consumables | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 41,178 | 32,221 | 81,991 | 56,015 |
Accessories | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 15,743 | $ 9,550 | $ 31,848 | $ 16,365 |
BALANCE SHEET COMPONENTS - Sche
BALANCE SHEET COMPONENTS - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Trade accounts receivable | $ 137,977 | $ 77,574 |
Allowance for doubtful accounts | (755) | (652) |
Reserve for returns, discounts and allowances | (17,324) | (12,082) |
Total accounts receivable, net | $ 119,898 | $ 64,840 |
BALANCE SHEET COMPONENTS - Sc_2
BALANCE SHEET COMPONENTS - Schedule of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 3,629 | $ 1,161 |
Work in process | 10,691 | 6,087 |
Finished goods | 71,831 | 61,587 |
Inventories, net | 86,151 | 68,835 |
Inventory adjustments | $ 0 | $ 800 |
BALANCE SHEET COMPONENTS - Sc_3
BALANCE SHEET COMPONENTS - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Accrual for inventories in-transit | $ 24,402 | $ 27,012 | ||||
Warranty accrual | 8,094 | $ 8,071 | 6,728 | $ 5,987 | $ 5,132 | $ 4,798 |
Accrued compensation and bonus | 4,995 | 6,179 | ||||
Other | 34,392 | 14,778 | ||||
Accrued expenses | $ 71,883 | $ 54,697 |
BALANCE SHEET COMPONENTS - Chan
BALANCE SHEET COMPONENTS - Change in Warranty Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||||
Warranty accrual, beginning of period | $ 8,071 | $ 5,132 | $ 6,728 | $ 4,798 |
Warranty claims | (2,205) | (2,062) | (3,666) | (3,256) |
Warranty costs accrued | 2,228 | 2,917 | 5,032 | 4,445 |
Warranty accrual, end of period | $ 8,094 | $ 5,987 | $ 8,094 | $ 5,987 |
DERIVATIVES - Summary of Gross
DERIVATIVES - Summary of Gross and Net Fair Value of Foreign Currency Contracts (Details) - Foreign currency contract - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Gross Asset Fair Value | $ 2,148 | $ 6,259 |
Gross Liability Fair Value | 0 | 0 |
Net Asset Fair Value | $ 2,148 | $ 6,259 |
DERIVATIVES - Summary of Gains
DERIVATIVES - Summary of Gains (Losses) from Foreign Currency Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Realized gain (loss) | $ 2,899 | $ 57 | $ 5,448 | $ (244) |
Unrealized gain (loss) | (763) | 389 | (4,112) | (111) |
Totals gains (loss) | $ 2,136 | $ 446 | $ 1,336 | $ (355) |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Financial Instruments Measured at Fair value (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | $ 2,148 | $ 6,259 |
Level 2 | Foreign currency contract | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset - foreign currency contracts | $ 2,148 | $ 6,259 |
FAIR VALUE MEASUREMENTS - Sum_2
FAIR VALUE MEASUREMENTS - Summary of Financial Instruments Reported at Carrying Amount (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 510,000 | $ 446,355 |
Carrying Amount | First Lein Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 510,000 | 0 |
Carrying Amount | First And Second Lien Agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 446,355 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 510,423 | 439,253 |
Estimated Fair Value | Level 3 | First Lein Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 510,423 | 0 |
Estimated Fair Value | Level 3 | First And Second Lien Agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 0 | $ 439,253 |
DEBT AND FINANCING ARRANGEMEN_2
DEBT AND FINANCING ARRANGEMENTS (Details) - USD ($) | Jun. 29, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 28, 2021 |
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of debt | $ 2,000,000 | $ 1,957,000 | $ 0 | $ 1,957,000 | $ 0 | |
Financing costs | 8,400,000 | 8,478,000 | $ 339,000 | |||
Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Financing costs | $ 1,700,000 | |||||
First Lein Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 510,000,000 | 510,000,000 | ||||
First Lein Term Loan Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fixed interest rate | 3.00% | |||||
First Lein Term Loan Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Fixed interest rate | 3.50% | |||||
First Lein Term Loan Facility | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 560,000,000 | |||||
Financing costs | 6,700,000 | |||||
Debt instrument, unamortized discount | $ 2,800,000 | |||||
Debt instrument, covenant, minimum leverage ratio | 620.00% | |||||
First Lein Term Loan Facility | Delayed Draw Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 50,000,000 | |||||
Long-term debt | 0 | 0 | ||||
First Lein Term Loan Facility | Delayed Draw Term Loan | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Upfront fee percentage | 0.00% | |||||
First Lein Term Loan Facility | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 125,000,000 | |||||
Outstanding principal balance | 0 | 0 | ||||
First Lein Term Loan Facility | Line of Credit | Revolving Credit Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fixed interest rate | 2.75% | |||||
Unused capacity percentage | 0.25% | |||||
First Lein Term Loan Facility | Line of Credit | Revolving Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Fixed interest rate | 3.50% | |||||
Unused capacity percentage | 0.50% | |||||
First Lein Term Loan Facility | Line of Credit | Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 15,000,000 | |||||
Accounts Receivable Credit Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 100,000,000 | |||||
Upfront fee percentage | 1.70% | |||||
Outstanding principal balance | $ 8,000,000 | $ 8,000,000 | ||||
Accounts Receivable Credit Facility | Line of Credit | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Unused capacity percentage | 0.25% | |||||
Current borrowing capacity | $ 30,000,000 | |||||
Accounts Receivable Credit Facility | Line of Credit | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Unused capacity percentage | 0.50% | |||||
Current borrowing capacity | $ 45,000,000 |
EQUITY-BASED COMPENSATION (Deta
EQUITY-BASED COMPENSATION (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based arrangement, compensation expense | $ 1.5 | $ 0.6 | $ 2.5 | $ 1.3 |
Share-based arrangement, unrecognized compensation expense | 4.4 | $ 4.4 | ||
Share-based payment arrangement, unrecognized compensation, weighted average period (in years) | 2 years 4 months 24 days | |||
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based arrangement, compensation expense | $ 0 | |||
Share-based arrangement, unrecognized compensation expense | $ 2.8 | $ 2.8 | ||
TGP Holdings LP | Common Class B | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based arrangement, maximum authorized units (in shares) | 99,389 | 99,389 | ||
Share-based arrangement, maximum authorized unit percentage | 15.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 4 | $ 516 | $ 728 | $ 547 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Affiliated Entity - Customer Service and Support - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Related party transaction expenses | $ 4.2 | $ 1.6 | |
Amount payable to third party | $ 1.7 | $ 0.7 |
EARNINGS (LOSS) PER UNIT (Detai
EARNINGS (LOSS) PER UNIT (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Potentially dilutive securities (in shares) | 0 | 0 | ||
Net income (loss) attributable to common unit holders - basic | $ (4,907) | $ 18,853 | $ 34,022 | $ 26,772 |
Net income (loss) attributable to common unit holders - diluted | $ (4,907) | $ 18,853 | $ 34,022 | $ 26,772 |
Weighted average number of units outstanding - basic (in shares) | 108,724,422 | 108,724,422 | 108,724,422 | 108,724,422 |
Weighted average number of units - diluted (in shares) | 108,724,422 | 108,724,422 | 108,724,422 | 108,724,422 |
Earnings (loss) per unit - basic (in dollars per share) | $ (0.05) | $ 0.17 | $ 0.31 | $ 0.25 |
Earnings (loss) per unit - diluted (in dollars per share) | $ (0.05) | $ 0.17 | $ 0.31 | $ 0.25 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 11, 2021 | Aug. 02, 2021 | Jul. 20, 2021 | Jul. 01, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Subsequent Event [Line Items] | ||||||
Share-based payment arrangement, unrecognized compensation, weighted average period (in years) | 2 years 4 months 24 days | |||||
Payments of stock issuance costs | $ 3,906 | $ 0 | ||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Equity compensation expense | $ 47,400 | |||||
Common stock authorized (in shares) | 1,000,000,000 | |||||
Common stock par value (in dollars per share) | $ 0.0001 | |||||
Preferred stock authorized (in shares) | 25,000,000 | |||||
Preferred stock par value (in dollars per share) | $ 0.0001 | |||||
Subsequent Event | First Lein Term Loan Facility | ||||||
Subsequent Event [Line Items] | ||||||
Repayments of debt | $ 130,800 | |||||
Subsequent Event | Chief Executive Officer | Restricted Stock Units (RSUs) | 2021 Plan | ||||||
Subsequent Event [Line Items] | ||||||
Share-based arrangement, maximum authorized units (in shares) | 12,163,242 | |||||
Grant date fair value of awards granted | $ 116,600 | |||||
Share-based payment arrangement, unrecognized compensation, weighted average period (in years) | 4 years 11 months 8 days | |||||
Subsequent Event | Employees, Directors And Certain Non-Employees, Excluding Chief Executive Officer | Restricted Stock Units (RSUs) | 2021 Plan | ||||||
Subsequent Event [Line Items] | ||||||
Grant date fair value of awards granted | $ 73,200 | |||||
Share-based payment arrangement, unrecognized compensation, weighted average period (in years) | 3 years 6 months 7 days | |||||
Subsequent Event | IPO | ||||||
Subsequent Event [Line Items] | ||||||
Sale of stock, price per share (in dollars per share) | $ 18 | |||||
Sale of stock, number of shares issued (in shares) | 8,823,529 | |||||
Gross proceeds from sale of shares | $ 158,800 | |||||
Payments of stock issuance costs | $ 18,300 | |||||
Apption Labs Limited | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Cash paid to acquire business | $ 60,000 | |||||
Business combination contingent consideration | $ 40,000 |