Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 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, $0.0001 par value | |
Trading Symbol | COOK | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 117,547,916 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Central Index Key | 0001857853 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 18,103 | $ 11,556 |
Accounts receivable, net | 85,588 | 64,840 |
Inventories, net | 114,597 | 68,835 |
Prepaid expenses and other current assets | 16,748 | 13,776 |
Total current assets | 235,036 | 159,007 |
Property, plant, and equipment, net | 48,356 | 32,404 |
Goodwill | 297,207 | 256,838 |
Intangible assets, net | 565,741 | 539,841 |
Other long-term assets | 3,361 | 1,491 |
Total assets | 1,149,701 | 989,581 |
Current Liabilities | ||
Accounts payable | 28,172 | 21,673 |
Accrued expenses | 69,862 | 54,697 |
Line of credit | 19,000 | 0 |
Current portion of notes payable | 0 | 3,407 |
Current portion of capital leases | 406 | 296 |
Current portion of contingent consideration | 10,400 | 0 |
Total current liabilities | 127,840 | 80,073 |
Notes payable, net of current portion | 370,061 | 433,605 |
Capital leases, net of current portion | 680 | 536 |
Contingent consideration, net of current portion | 14,000 | 0 |
Deferred tax liability | 12,606 | 0 |
Other non-current liabilities | 370 | 327 |
Total liabilities | 525,557 | 514,541 |
Commitments and contingencies—See Note 9 | ||
Member's/Stockholders' equity: | ||
0 and 108,724,422 member’s capital common units authorized, issued, and outstanding as of September 30, 2021 and December 31, 2020 | 0 | |
Preferred stock, $0.0001 par value; 25,000,000 shares authorized and no shares issued or outstanding as of September 30, 2021 and December 31, 2020 | 0 | |
Common stock value | 12 | |
Member's capital | 571,038 | |
Additional paid-in capital | 775,282 | |
Accumulated deficit | (151,161) | (95,998) |
Accumulated other comprehensive income | 11 | |
Total member's/stockholders' equity | 624,144 | |
Total member's/stockholders' equity | 475,040 | |
Total liabilities and member's/stockholders' equity | $ 1,149,701 | $ 989,581 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common unit authorized (in shares) | 0 | 0 |
Common unit issued (in shares) | 0 | 0 |
Common unit outstanding (in shares) | 108,724,422 | 108,724,422 |
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock issued (in shares) | 117,547,916 | |
Common stock outstanding (in shares) | 117,547,916 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 162,018 | $ 145,071 | $ 610,613 | $ 412,044 |
Cost of revenue | 107,696 | 79,294 | 372,353 | 227,824 |
Gross profit | 54,322 | 65,777 | 238,260 | 184,220 |
Operating expenses: | ||||
Sales and marketing | 48,519 | 26,635 | 126,639 | 64,337 |
General and administrative | 75,824 | 17,327 | 114,182 | 35,637 |
Amortization of intangible assets | 8,889 | 8,135 | 25,491 | 24,398 |
Change in fair value of contingent consideration | 2,900 | 0 | 2,900 | 0 |
Total operating expense | 136,132 | 52,097 | 269,212 | 124,372 |
Income (loss) from operations | (81,810) | 13,680 | (30,952) | 59,848 |
Other income (expense), net: | ||||
Interest expense | (5,704) | (8,061) | (21,393) | (26,309) |
Loss on extinguishment of debt | (3,228) | 0 | (5,185) | 0 |
Other income (expense) | (426) | 2,647 | 1,112 | 2,047 |
Total other expense, net | (9,358) | (5,414) | (25,466) | (24,262) |
Income (loss) before provision for income taxes | (91,168) | 8,266 | (56,418) | 35,586 |
Provision (benefit) for income taxes | (1,983) | 150 | (1,255) | 697 |
Net income (loss) | (89,185) | 8,116 | (55,163) | 34,889 |
Net income (loss) attributable to common shareholders - basic | (89,185) | 8,116 | (55,163) | 34,889 |
Net income (loss) attributable to shareholders - diluted | $ (89,185) | $ 8,116 | $ (55,163) | $ 34,889 |
Net income (loss) per share - basic (in dollars per share) | $ (0.78) | $ 0.07 | $ (0.50) | $ 0.32 |
Net income (loss) per share - diluted (in dollars per share) | $ (0.78) | $ 0.07 | $ (0.50) | $ 0.32 |
Weighted average common shares outstanding - basic (in shares) | 114,382,955 | 108,724,387 | 110,631,304 | 108,724,387 |
Weighted average common shares outstanding - diluted (in shares) | 114,382,955 | 108,724,387 | 110,631,304 | 108,724,387 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | $ 11 | $ 0 | $ 11 | $ 0 |
Total other comprehensive income | 11 | 0 | 11 | 0 |
Comprehensive income (loss) | $ (89,174) | $ 8,116 | $ (55,152) | $ 34,889 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER'S AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Units | Common Stock | Members Capital | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
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 | 11,059 | 11,059 | |||||
Net income (loss) | 34,889 | 34,889 | |||||
Other comprehensive income | 0 | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 108,724,422 | ||||||
Ending balance at Sep. 30, 2020 | 476,826 | $ 0 | 569,537 | (92,711) | |||
Beginning balance (in shares) at Jun. 30, 2020 | 108,724,422 | ||||||
Beginning balance at Jun. 30, 2020 | 458,905 | $ 0 | 559,732 | (100,827) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-based compensation | 9,805 | 9,805 | |||||
Net income (loss) | 8,116 | 8,116 | |||||
Other comprehensive income | 0 | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 108,724,422 | ||||||
Ending balance at Sep. 30, 2020 | $ 476,826 | $ 0 | 569,537 | (92,711) | |||
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] | |||||||
Effect of reorganization transaction (in shares) | (108,724,422) | 108,724,387,000 | |||||
Effect of reorganization transaction | 0 | $ 0 | $ 11 | (571,038) | $ 571,027 | ||
Issuance of common shares in IPO, net of issuance costs (in shares) | 8,823,529,000 | ||||||
Issuance of common shares in IPO, net of issuance costs | 142,544 | $ 1 | 142,544 | ||||
Equity-based compensation | 61,711 | 61,711 | |||||
Net income (loss) | (55,163) | (55,163) | |||||
Other comprehensive income | $ 11 | $ 11 | |||||
Ending balance (in shares) at Sep. 30, 2021 | 108,724,422 | ||||||
Beginning balance (in shares) at Jun. 30, 2021 | 108,724,422 | ||||||
Beginning balance at Jun. 30, 2021 | $ 511,563 | $ 0 | 573,539 | (61,976) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Effect of reorganization transaction (in shares) | (108,724,422) | 108,724,387,000 | |||||
Effect of reorganization transaction | 0 | $ 0 | $ 11 | $ (573,539) | 573,528 | ||
Issuance of common shares in IPO, net of issuance costs (in shares) | 8,823,529,000 | ||||||
Issuance of common shares in IPO, net of issuance costs | 142,544 | $ 1 | 142,544 | ||||
Equity-based compensation | 59,210 | 59,210 | |||||
Net income (loss) | (89,185) | (89,185) | |||||
Other comprehensive income | $ 11 | 11 | |||||
Ending balance (in shares) at Sep. 30, 2021 | 108,724,422 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Ending balance (in shares) | 117,547,916,000 | ||||||
Ending balance | $ 624,144 | $ 12 | $ 775,282 | $ (151,161) | $ 11 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (55,163) | $ 34,889 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation of property, plant and equipment | 6,647 | 5,458 |
Amortization of intangible assets | 27,622 | 24,898 |
Amortization of deferred financing costs | 1,871 | 2,033 |
Loss on disposal of property, plant and equipment | 104 | 31 |
Loss on extinguishment of debt | 5,185 | 0 |
Equity-based compensation expense | 61,711 | 11,059 |
Bad debt expense | 634 | 0 |
Unrealized loss on derivative contracts | 4,800 | (2,184) |
Changes in fair value of contingent consideration | 2,900 | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | (19,192) | (45,859) |
Inventories, net | (40,331) | (3,797) |
Prepaid expenses and other current assets | (7,479) | (2,668) |
Other long-term assets | (219) | 0 |
Accounts payable and accrued expenses | 10,031 | 18,525 |
Deferred rent | 9 | 42 |
Net cash provided by (used in) operating activities | (870) | 42,427 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property, plant, and equipment | (17,986) | (9,442) |
Acquisition of subsidiaries | 0 | (200) |
Capitalization of patent costs | (424) | (346) |
Proceeds from notes receivable | 0 | 21 |
Business combination, net of cash acquired | (57,041) | 0 |
Net cash used in investing activities | (75,451) | (9,967) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds on line of credit | 84,000 | 57,000 |
Repayments on line of credit | (65,000) | (67,000) |
Proceeds from long-term debt | 510,000 | 0 |
Payment of deferred financing costs | (8,478) | (339) |
Repayments of long-term debt | (579,915) | (2,555) |
Principal payments on capital lease obligations | (283) | (230) |
Proceeds from initial public offering, net of issuance costs | 142,544 | 0 |
Net cash provided by (used in) financing activities | 82,868 | (13,124) |
Net increase in cash | 6,547 | 19,336 |
Cash at beginning of period | 11,556 | 7,077 |
CASH AT END OF PERIOD | 18,103 | 26,413 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 18,974 | 19,521 |
Cash paid for income taxes | 1,665 | 0 |
NON-CASH FINANCING AND INVESTING ACTIVITIES | ||
Equipment purchased under capital leases | 534 | 326 |
Property, plant, and, equipment included in accounts payable | $ 3,395 | $ 872 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 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 – Traeger, Inc. 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. 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 from TGPX Holdings I LLC 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 condensed consolidated financial statement include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. 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 nine months ended September 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 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 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, liabilities assumed, and contingent considerations, 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. Four customers (each large U.S. retailers) that accounted for a significant portion of net sales are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Customer A 11 % 18 % 18 % 18 % Customer B 16 % 26 % 19 % 20 % Customer C 18 % 16 % 17 % 17 % Customer D 11 % 5 % 6 % 4 % As of September 30, 2021, those same four customers accounted for a significant portion of trade accounts receivable of 15%, 14%, 13%, and 17% for customers A, B, C, and D respectively, compared to 18%, 21%, 19%, and 7% as of December 31, 2020. Concentrations of credit risk exist to the extent credit terms are extended with these four large customers. A business failure on the part of any one of the four 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 nine months ended September 30, 2021 and 2020, respectively. Additionally, no other single customer accounted for greater than 10% of trade accounts receivable as of September 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 | 9 Months Ended |
Sep. 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 September 30, Nine Months Ended September 30, Revenue by product category 2021 2020 2021 2020 Grills $ 108,799 $ 104,350 $ 443,495 $ 298,944 Consumables 28,029 31,773 110,067 87,788 Accessories 25,190 8,948 57,051 25,312 Total revenue $ 162,018 $ 145,071 $ 610,613 $ 412,044 Three Months Ended September 30, Nine Months Ended September 30, Revenue by geography 2021 2020 2021 2020 North America $ 151,862 $ 140,766 $ 581,805 $ 399,845 Rest of world 10,156 4,305 28,808 12,199 Total revenue $ 162,018 $ 145,071 $ 610,613 $ 412,044 Three Months Ended September 30, Nine Months Ended September 30, Revenue by sales channel 2021 2020 2021 2020 Retail $ 138,376 $ 140,174 $ 564,133 $ 386,078 Direct to consumer 23,642 4,897 46,480 25,966 Total revenue $ 162,018 $ 145,071 $ 610,613 $ 412,044 |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Accounts receivable consists of the following (in thousands): September 30, December 31, Trade accounts receivable $ 101,866 $ 77,574 Allowance for doubtful accounts (1,151) (652) Reserve for returns, discounts and allowances (15,127) (12,082) Total accounts receivable, net $ 85,588 $ 64,840 Inventories consisted of the following (in thousands): September 30, December 31, Raw materials $ 3,901 $ 1,161 Work in process 9,936 6,087 Finished goods 100,760 61,587 Inventories, net $ 114,597 $ 68,835 Included within inventories are adjustments of $0.2 million and $0.8 million at September 30, 2021 and December 31, 2020, respectively, to record inventory to net realizable value. Accrued expenses consisted of the following (in thousands): September 30, December 31, Accrual for inventories in-transit $ 22,878 $ 27,012 Warranty accrual 8,436 6,728 Accrued compensation and bonus 6,985 6,179 Other 31,563 14,778 Accrued expenses $ 69,862 $ 54,697 The changes in the Company’s warranty accrual, included in accrued expenses on the accompanying condensed consolidated balance sheets, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Warranty accrual, beginning of period $ 8,094 $ 5,987 $ 6,728 $ 4,798 Warranty claims (2,544) (2,000) (6,221) (5,256) Warranty costs accrued 2,886 2,241 7,929 6,686 Warranty accrual, end of period $ 8,436 $ 6,228 $ 8,436 $ 6,228 |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS On July 1, 2021 (the "Acquisition Date"), the Company acquired all outstanding shares of Apption Labs Limited, and its subsidiaries (collectively “Apption Labs”), a technology company that specializes in the manufacture and design of innovative hardware and software related to small kitchen appliances, including the MEATER smart thermometer and related technology. The total purchase consideration was approximately $78.5 million, net of cash acquired, which is comprised of cash paid, contingent consideration, net working capital adjustments, and escrow consideration. The acquisition of Apption Labs will help facilitate the Company's entry into the adjacent accessories markets with a highly complementary product that the Company believes will bolster our existing portfolio, create efficiencies for consumers and expose the Company to new growth channels. The purchase consideration includes contingent cash consideration payable to the sellers based on achievement of certain revenue thresholds for fiscal years 2021 and 2022 as detailed in the Share Purchase Agreement. The acquisition date fair value of contingent consideration obligation of $21.5 million is estimated based on the probability assessments with respect to the likelihood of achieving the performance targets and discount rates consistent with the level of risk of achievement. The range of the undiscounted amounts the Company may be required to pay under the contingent consideration arrangement is between $0 and $40.0 million. See Note 7 “Fair Value Measurement" for subsequent measurements of this contingent liability. The Company recognized $1.8 million of acquisition-related costs that were expensed as incurred during the three and nine months ended September 30, 2021. These costs are recorded in general and administrative expense in the condensed consolidated statements of operations and comprehensive income (loss). The operating results of Apption Labs have been included in the Company's condensed consolidated statements of operations and comprehensive income (loss) since the acquisition date. Actual and pro forma revenue and results of operations for the acquisition have not been presented because they do not have a material impact to the consolidated revenue and results of operations, either individually or in the aggregate. Determination and allocation of the consideration transferred to net tangible and intangible assets is based upon preliminary estimates. These preliminary estimates and assumptions could change significantly during the measurement period as the Company finalizes the valuations of the net tangible and intangible assets acquired and liabilities assumed. Balances subject to adjustments include, but are not limited to, the valuation of contingent consideration, net working capital adjustments, fair value of acquired inventory, net, fair value of identified intangible assets, goodwill, and the associated deferred tax implications. During the measurement period, the Company may record adjustments to the provisional amounts recognized in the Company’s initial accounting for the acquisition. The Company expects the allocation of the consideration transferred to be final within the measurement period (up to one year from the acquisition date). Any change could result in variances between our future financial results and the amounts recognized in the financial information presented below, including variances in fair values recorded, as well as expenses associated with these items. The acquisition was accounting for under the acquisition method in accordance with ASC 805. The following table summarizes the preliminary estimated fair values of the consideration transferred, assets acquired and liabilities assumed as of the date of the Apption Labs acquisition (in thousands): Consideration Transferred Fair Value Cash paid, net of cash acquired $ 36,957 Contingent consideration 21,500 Other closing consideration 20,050 Total purchase consideration, net of cash acquired $ 78,507 Assets acquired Accounts receivable, net $ 2,190 Inventory, net 5,431 Prepaid and other current assets 293 Property and equipment 1,357 Intangible Assets 53,100 Goodwill 40,360 Total assets acquired $ 102,731 Liabilities assumed Accounts payable and accrued liabilities $ 8,474 Deferred tax liability 12,646 Other current liabilities 344 Other non-current liabilities 2,760 Total liabilities assumed 24,224 Total net assets, net of cash acquired $ 78,507 The excess purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, none of which is expected to be deductible for tax purposes. The goodwill generated from these transactions is attributable to the expected synergies to be achieved upon consummation of the business combinations and the assembled workforce values. The following table details the identifiable intangible assets acquired at their fair value and their corresponding useful lives at the acquisition date (amounts in thousands): Identifiable Intangible Assets Fair Value Estimated Useful Life (in years) Technology $ 32,300 5 Trademarks 17,700 10 Distributor relationships 2,400 8 Non-compete arrangements 700 2.5 $ 53,100 Identifiable intangible assets acquired primarily include technology, trademarks, distributor relationship, and non-compete arrangements. The fair value of technology acquired in the acquisition was determined using the excess earnings model, the trademarks acquired was determined using a relief from royalty model, the distributor relationships acquired was determined using the distributor model, and the non-compete arrangements acquired were determined using the with and without model. These models utilize certain unobservable inputs, including discounted cash flows, historical and projected financial information, royalty rates, distributor attrition rates, and technology obsolescence rates, classified as Level 3 measurements as defined by Fair Value Measurement (Topic 820). Amortization of technology is recorded in cost of revenue and amortization of trademarks, distributor relationships and non-compete arrangements are recorded in amortization of intangible assets in the condensed consolidated statements of operations and comprehensive income (loss). |
DERIVATIVES
DERIVATIVES | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVESThe 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 September 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): September 30, December 31, Gross Asset Fair Value $ 1,459 $ 6,259 Gross Liability Fair Value — — Net Asset Fair Value $ 1,459 $ 6,259 Gains (losses) from foreign currency contracts were recorded in other income (expense), net within the accompanying condensed consolidated statements of operations and comprehensive income (loss) as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Realized gain (loss) $ 1,301 $ 135 $ 6,749 $ (110) Unrealized gain (loss) (689) 2,294 (4,800) 2,184 Total gains $ 612 $ 2,429 $ 1,949 $ 2,074 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 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. 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 September 30, As of December 31, Assets: Derivative assets—foreign currency contracts (1) 2 $ 1,459 $ 6,259 Total assets $ 1,459 $ 6,259 Liabilities: Contingent consideration—earn out (2) 3 $ 24,400 $ — Total liabilities $ 24,400 $ — (1) Included in prepaid expenses and other current assets in the condensed consolidated balance sheet (2) Included in current and long-term contingent consideration in the condensed 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 September 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 fair values of the Company's contingent consideration earn out obligation associated with the Apption Labs business combination is estimated using a Monte Carlo model. Key assumptions used in these estimates include probability assessments with respect to the likelihood of achieving the performance targets and discount rates of 7.77% and 8.04% for each respective earn out period, consistent with the level of risk of achievement. As these are significant unobservable inputs, the contingent consideration earn out obligation is included in Level 3 inputs. At each reporting date, the Company revalues the contingent consideration obligation to its fair value and records increases and decreases in fair value in the revaluation of contingent consideration in our condensed consolidated statements of operations and comprehensive income (loss). Changes in the fair value of the contingent consideration obligation results from changes in discount periods and rates, and changes in probability assumptions with respect to the likelihood of achieving the performance targets. The following table presents the fair value contingent consideration (in thousands): Balance at December 31, 2020 $ — Fair value of contingent consideration recognized at Acquisition Date 21,500 Payments of contingent consideration — Adjustments to fair value of contingent consideration 2,900 Balance at September 30, 2021 $ 24,400 The following financial instruments are recorded at their carrying amount (in thousands of dollars): As of September 30, 2021 As of December 31, 2020 Financial Instruments Recorded at Carrying Amount: Carrying Estimated Carrying Estimated Liabilities: Debt—First Lien (1) $ 379,195 $ 378,960 $ — $ — Debt—First Lien and Second Lien (2) — — 446,355 439,253 Total liabilities $ 379,195 $ 378,960 $ 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 | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT AND FINANCING ARRANGEMENTS | DEBT AND FINANCING ARRANGEMENTS On September 25, 2017, the Company 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") and, together with the New First Lien Term Loan Facility, the New Credit Facilities. 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 September 30, 2021, the total principal amount outstanding on the New First Lien Term Loan Facility was $379.2 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 September 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 (loss). 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. On August 11, 2021 the Company utilized net proceeds received in connection with the initial public offering and made a voluntary prepayment of $130.8 million of its outstanding principle under the New First Lien Term Loan. In connection with the voluntary prepayment, the Company expensed $3.2 million of previously unamortized deferred financing costs as a loss on extinguishment of debt in the condensed consolidated statements of operations and comprehensive income (loss). 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, the Company is subject to a financial covenant and 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 September 30, 2021, the Company was in compliance with the covenants under the New Credit Facilities. Accounts Receivable Credit Facility On June 29, 2021, the Company 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 September 30, 2021, the Company had drawn down $19.0 million under this facility for general corporate and working capital purposes. The Company is 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 | 9 Months Ended |
Sep. 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. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
CAPITAL STOCK | CAPITAL STOCK On August 2, 2021, the Company completed an 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, generating aggregate gross proceeds of $158.8 million before underwriter discounts and commissions, fees and expenses of $18.8 million. Additionally, certain selling stockholders sold an aggregate of 18,235,293 shares (including 3,529,411 shares pursuant to the underwriters’ exercise of their option to purchase additional shares). Immediately prior to the completion of the IPO, the Company converted to a Delaware corporation, from a limited liability company. The Company’s certificate of incorporation provides for one classes of common stock and authorizes shares of undesignated preferred stock, the rights, preferences and privileges of which may be designated from time to time by the board of directors. The Company is authorized to issue up to 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 . Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, do not have cumulative voting rights and are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of any series of preferred stock that we may designate and issue in the future. The Company’s common stock is traded on the New York Stock Exchange under the symbol “COOK.” In conjunction with the Corporate Conversion and prior to the closing of the IPO, the Company effected a forward split of its 10 common units into 108,724,422 common units. Concurrently with the Corporate Conversion, the units were converted to an aggregate of 108,724,387 shares of common stock, including the elimination of any fractional shares resulting therefrom. In addition, t he 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 IPO, with a value implied by the initial public offering price of the shares of common stock sold in the IPO. At September 30, 2021 , the amount of issued and outstanding common stock is 117,547,916. The Company has not issued any shares of preferred stock. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | EQUITY-BASED COMPENSATION In connection with the Transaction, TGP Holdings LP established a management incentive equity pool, authorizing a maximum of 99,389 total units, or 15% of the total autho rized units, for purposes of issuing compensatory awards to employees and certain directors of the Company, and its subsidiaries. Pursuant to the Amended and Restated Limited Partnership Agreement of TGP Holdings LP, dated as of September 25, 2017, eligible management employees and directors were granted a certain number of Class B Units of TGP Holdings LP which were intended to be treated as profit interests for tax purposes. The participation threshold of the Class B Units was historically established for each grant based on the fair market value of TGP Holdings LP membership units at the date of the grant. On July 12, 2021, the Board of the Directors approved the acceleration of vesting of all unvested and outstanding Class B Units, subject to the successful completion of the Company's IPO. 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 IPO, awards where vesting was probable prior to and after the modification, resulted in an acceleration of the remaining expense based on the original grant date fair value and awards where vesting was not probable, resulted in recognition of the fair value of the modified awards as of the modification date. In connection with the completion of the Company’s IPO, Class B Units that were outstanding and vested were, as part of the Corporate Conversion, converted into shares of common stock of the Company. The Company recorded equity compensation expense of approximately $47.4 million as a result of the acceleration of vesting of the unvested Class B Units based on the IPO price of $18.00. Given the proximity of the modification to the IPO, the expense recorded by the Company was based on the actual conversion of the Class B Unit into common stock and the valuation of the Company at time of the IPO. The Traeger, Inc. 2021 Incentive Award Plan (“2021 Plan”), became effective as of August 3, 2021, the day prior to the first public trading date of our common stock. The 2021 Plan provides for the grant of stock options, including incentive stock options, and nonqualified stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation rights, and other stock or cash awards to the Company’s employees and directors. Subject to the adjustment described in the following sentence, the initial number of shares of our common stock available for issuance under awards granted pursuant to the 2021 Plan is equal to 14,105,750 shares, which shares may be authorized but unissued shares, treasury shares, or shares purchased in the open market. Notwithstanding anything to the contrary in the 2021 Plan, no more than 100,000,000 shares of our common stock may be issued pursuant to the exercise of incentive stock options under the 2021 Plan. The Company's equity-based compensation was classified as follows in the condensed consolidated statements of operations and comprehensive income (loss) (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 568 $ 71 $ 580 $ 80 Sales and marketing 12,444 1,902 12,975 2,117 General and administrative 46,198 7,832 48,156 8,862 Total equity-based compensation $ 59,210 $ 9,806 $ 61,711 $ 11,059 Restricted Stock Unit Awards On July 20, 2021, the Board approved restricted stock units (“RSUs”) covering 12,163,242 shares of common stock that became effective in connection with the completion of the Company’s IPO, which include RSUs covering 7,782,957 shares granted to the Company's Chief Executive Officer ("CEO") and RSUs covering 4,380,285 shares granted to other employees, directors, and certain non-employees. The awards include a combination of time-based and performance-based awards. Specifically, time-based RSUs covering 2,594,319 shares ("RSU CEO Award") and performance-based RSUs covering 5,188,638 shares ("PSU CEO Award") were granted to the CEO. The RSU CEO Award will vest as to 20% of the underlying shares on each of the first, second, third, fourth and fifth anniversaries of the closing of the IPO, subject to continued service with the Company. The PSU CEO Awards will become earned based on the achievement of stock price goals (measured as a volume-weighted stock price over 60 consecutive trading days) at any time until the ten Earned PSUs’ Vesting Tranche Vesting Date First Vesting Tranche 50% on the first anniversary and 50% on the second anniversary of the closing of the IPO Second Vesting Tranche 50% on the second anniversary and 50% on the third anniversary of the closing of the IPO Third Vesting Tranche 50% on the third anniversary and 50% on the fourth anniversary of the closing of the IPO Fourth Vesting Tranche 50% on the fourth anniversary and 50% on the fifth anniversary of the closing of the IPO Fifth Vesting Tranche 50% on the fifth anniversary and 50% on the sixth anniversary of the closing of the IPO The RSUs granted to other employees, directors, and certain non-employees, included 3,635,287 time-based RSUs ("IPO RSUs") and 744,998 performance-based RSUs ("IPO PSUs"). The IPO RSUs will vest based on certain time-based conditions set forth in the applicable award agreement. The IPO PSUs consist of two equal tranches,with the first tranche having a stock price goal of 200% of the IPO price and the second tranche having a stock price goal of 300% of the IPO price. For each tranche, 50% vests upon the later of the first anniversary of the IPO date or the achievement of the Price Per Share Goal and the second 50% vests upon the later of the second anniversary of the IPO date or the first anniversary of when the respective Price Per Share Goal is achieved, in each case, subject to continued employment. For time-based and performance-based RSU awards, the compensation expense is recognized on a straight-line basis over the vesting schedule and on an accelerated attribution basis over the tranche's requisite service period, respectively. In addition, when an award is forfeited prior to the vesting date, the Company will recognize an adjustment for the previously recognized expense in the period of the forfeiture, with the exception of performance-based awards for which the requisite service period has been provided. The Company uses the Monte Carlo pricing model to estimate the fair value of its performance-based RSU awards as of the grant date, and uses various simulations of future stock prices through the Stochastic model to estimate the fair value over the remaining term of the performance period as of the grant date. A summary of the time-based restricted stock unit activity during the nine months ended September 30, 2021 was as follows (in thousands, except per unit data): Nine Months Ended September 30, 2021 Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2020 — $ — Granted at fair value 6,229,606 18.00 Vested — — Forfeited (82,218) 18.00 Outstanding at September 30, 2021 6,147,388 $ 18.00 As of September 30, 2021, the Company had $103.5 million of unrecognized equity-based compensation expense related to unvested time-based restricted stock units that is expected to be recognized over a weighted-average period of 4.03 years. A summary of the performance-based restricted stock unit activity during the nine months ended September 30, 2021 was as follows (in thousands, except per unit data): Nine Months Ended September 30, 2021 Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2020 — $ — Granted at fair value 5,933,636 13.25 Vested — — Forfeited — — Outstanding at September 30, 2021 5,933,636 $ 13.25 As of September 30, 2021, the Company had $74.0 million of unrecognized equity-based compensation expense related to unvested performance-based units that is expected to be recognized over a weighted-average period of 3.47 years. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the three months ended September 30, 2021 and 2020, the Company recorded an income tax benefit and expense of $2.0 million and $0.2 million, respectively. For the nine months ended September 30, 2021 and 2020, the Company recorded an income tax benefit and expense of $1.3 million and $0.7 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. As of September 30, 2021, the Company's U.S. operations have resulted in losses, and as such, the Company maintains a valuation allowance against substantially all its U.S. deferred tax assets. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 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 $8.2 million and $4.2 million for the nine months ended September 30, 2021 and 2020, respectively. Amounts payable to the third party as of September 30, 2021 and December 31, 2020 was $2.4 million and $0.7 million, respectively. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHAREThe Company computes basic earnings (loss) per share ("EPS") attributable to common stockholders by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted EPS is calculated by adjusting weighted average shares outstanding for the dilutive effect of potential common shares, determined using the treasury-stock method. For purposes of the diluted EPS calculation, restricted stock units are considered to be potential common shares. The following table sets forth the computation of the Company’s basic and diluted EPS attributable to common stockholders (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net income (loss) $ (89,185) $ 8,116 $ (55,163) $ 34,889 Weighted-average common shares outstanding—basic 114,382,955 108,724,387 110,631,304 108,724,387 Effect of dilutive securities: Restricted stock units — — — — Weighted-average common shares outstanding—diluted 114,382,955 108,724,387 110,631,304 108,724,387 Earnings (loss) per share Basic $ (0.78) $ 0.07 $ (0.50) $ 0.32 Diluted $ (0.78) $ 0.07 $ (0.50) $ 0.32 The following table includes the number of units that may be dilutive common shares in the future, and were not included in the computation of diluted earnings (loss) per share because the effect was anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Restricted stock units 12,081,024 — 12,081,024 — |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 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 condensed consolidated financial statement include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. 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 nine months ended September 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, liabilities assumed, and contingent considerations, 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. Four customers (each large U.S. retailers) that accounted for a significant portion of net sales are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Customer A 11 % 18 % 18 % 18 % Customer B 16 % 26 % 19 % 20 % Customer C 18 % 16 % 17 % 17 % Customer D 11 % 5 % 6 % 4 % As of September 30, 2021, those same four customers accounted for a significant portion of trade accounts receivable of 15%, 14%, 13%, and 17% for customers A, B, C, and D respectively, compared to 18%, 21%, 19%, and 7% as of December 31, 2020. Concentrations of credit risk exist to the extent credit terms are extended with these four large customers. A business failure on the part of any one of the four 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 nine months ended September 30, 2021 and 2020, respectively. Additionally, no other single customer accounted for greater than 10% of trade accounts receivable as of September 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) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Significant Portion of Net Sales | Four customers (each large U.S. retailers) that accounted for a significant portion of net sales are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Customer A 11 % 18 % 18 % 18 % Customer B 16 % 26 % 19 % 20 % Customer C 18 % 16 % 17 % 17 % Customer D 11 % 5 % 6 % 4 % |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 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 September 30, Nine Months Ended September 30, Revenue by product category 2021 2020 2021 2020 Grills $ 108,799 $ 104,350 $ 443,495 $ 298,944 Consumables 28,029 31,773 110,067 87,788 Accessories 25,190 8,948 57,051 25,312 Total revenue $ 162,018 $ 145,071 $ 610,613 $ 412,044 Three Months Ended September 30, Nine Months Ended September 30, Revenue by geography 2021 2020 2021 2020 North America $ 151,862 $ 140,766 $ 581,805 $ 399,845 Rest of world 10,156 4,305 28,808 12,199 Total revenue $ 162,018 $ 145,071 $ 610,613 $ 412,044 Three Months Ended September 30, Nine Months Ended September 30, Revenue by sales channel 2021 2020 2021 2020 Retail $ 138,376 $ 140,174 $ 564,133 $ 386,078 Direct to consumer 23,642 4,897 46,480 25,966 Total revenue $ 162,018 $ 145,071 $ 610,613 $ 412,044 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consists of the following (in thousands): September 30, December 31, Trade accounts receivable $ 101,866 $ 77,574 Allowance for doubtful accounts (1,151) (652) Reserve for returns, discounts and allowances (15,127) (12,082) Total accounts receivable, net $ 85,588 $ 64,840 |
Schedule of Inventories | Inventories consisted of the following (in thousands): September 30, December 31, Raw materials $ 3,901 $ 1,161 Work in process 9,936 6,087 Finished goods 100,760 61,587 Inventories, net $ 114,597 $ 68,835 |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): September 30, December 31, Accrual for inventories in-transit $ 22,878 $ 27,012 Warranty accrual 8,436 6,728 Accrued compensation and bonus 6,985 6,179 Other 31,563 14,778 Accrued expenses $ 69,862 $ 54,697 |
Schedule of Changes in Warranty Liability | The changes in the Company’s warranty accrual, included in accrued expenses on the accompanying condensed consolidated balance sheets, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Warranty accrual, beginning of period $ 8,094 $ 5,987 $ 6,728 $ 4,798 Warranty claims (2,544) (2,000) (6,221) (5,256) Warranty costs accrued 2,886 2,241 7,929 6,686 Warranty accrual, end of period $ 8,436 $ 6,228 $ 8,436 $ 6,228 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary estimated fair values of the consideration transferred, assets acquired and liabilities assumed as of the date of the Apption Labs acquisition (in thousands): Consideration Transferred Fair Value Cash paid, net of cash acquired $ 36,957 Contingent consideration 21,500 Other closing consideration 20,050 Total purchase consideration, net of cash acquired $ 78,507 Assets acquired Accounts receivable, net $ 2,190 Inventory, net 5,431 Prepaid and other current assets 293 Property and equipment 1,357 Intangible Assets 53,100 Goodwill 40,360 Total assets acquired $ 102,731 Liabilities assumed Accounts payable and accrued liabilities $ 8,474 Deferred tax liability 12,646 Other current liabilities 344 Other non-current liabilities 2,760 Total liabilities assumed 24,224 Total net assets, net of cash acquired $ 78,507 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following table details the identifiable intangible assets acquired at their fair value and their corresponding useful lives at the acquisition date (amounts in thousands): Identifiable Intangible Assets Fair Value Estimated Useful Life (in years) Technology $ 32,300 5 Trademarks 17,700 10 Distributor relationships 2,400 8 Non-compete arrangements 700 2.5 $ 53,100 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 9 Months Ended |
Sep. 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): September 30, December 31, Gross Asset Fair Value $ 1,459 $ 6,259 Gross Liability Fair Value — — Net Asset Fair Value $ 1,459 $ 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 condensed consolidated statements of operations and comprehensive income (loss) as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Realized gain (loss) $ 1,301 $ 135 $ 6,749 $ (110) Unrealized gain (loss) (689) 2,294 (4,800) 2,184 Total gains $ 612 $ 2,429 $ 1,949 $ 2,074 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured 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 September 30, As of December 31, Assets: Derivative assets—foreign currency contracts (1) 2 $ 1,459 $ 6,259 Total assets $ 1,459 $ 6,259 Liabilities: Contingent consideration—earn out (2) 3 $ 24,400 $ — Total liabilities $ 24,400 $ — (1) Included in prepaid expenses and other current assets in the condensed consolidated balance sheet (2) Included in current and long-term contingent consideration in the condensed consolidated balance sheet |
Schedule of Fair Value Contingent Consideration | The following table presents the fair value contingent consideration (in thousands): Balance at December 31, 2020 $ — Fair value of contingent consideration recognized at Acquisition Date 21,500 Payments of contingent consideration — Adjustments to fair value of contingent consideration 2,900 Balance at September 30, 2021 $ 24,400 |
Schedule of Financial Instruments Recorded at Carrying Amount | The following financial instruments are recorded at their carrying amount (in thousands of dollars): As of September 30, 2021 As of December 31, 2020 Financial Instruments Recorded at Carrying Amount: Carrying Estimated Carrying Estimated Liabilities: Debt—First Lien (1) $ 379,195 $ 378,960 $ — $ — Debt—First Lien and Second Lien (2) — — 446,355 439,253 Total liabilities $ 379,195 $ 378,960 $ 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. |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Equity-Based Compensation, Expensed and Capitalized Amount | The Company's equity-based compensation was classified as follows in the condensed consolidated statements of operations and comprehensive income (loss) (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 568 $ 71 $ 580 $ 80 Sales and marketing 12,444 1,902 12,975 2,117 General and administrative 46,198 7,832 48,156 8,862 Total equity-based compensation $ 59,210 $ 9,806 $ 61,711 $ 11,059 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Once earned, the PSU CEO Award will vest on the applicable vesting date described in the following table or, if later, the date on which the applicable stock price goal is achieved, subject to the CEO's continues service as our CEO or executive chairman of our board of directors: Earned PSUs’ Vesting Tranche Vesting Date First Vesting Tranche 50% on the first anniversary and 50% on the second anniversary of the closing of the IPO Second Vesting Tranche 50% on the second anniversary and 50% on the third anniversary of the closing of the IPO Third Vesting Tranche 50% on the third anniversary and 50% on the fourth anniversary of the closing of the IPO Fourth Vesting Tranche 50% on the fourth anniversary and 50% on the fifth anniversary of the closing of the IPO Fifth Vesting Tranche 50% on the fifth anniversary and 50% on the sixth anniversary of the closing of the IPO |
Share-based Payment Arrangement, Outstanding Award, Activity, Excluding Option | A summary of the time-based restricted stock unit activity during the nine months ended September 30, 2021 was as follows (in thousands, except per unit data): Nine Months Ended September 30, 2021 Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2020 — $ — Granted at fair value 6,229,606 18.00 Vested — — Forfeited (82,218) 18.00 Outstanding at September 30, 2021 6,147,388 $ 18.00 As of September 30, 2021, the Company had $103.5 million of unrecognized equity-based compensation expense related to unvested time-based restricted stock units that is expected to be recognized over a weighted-average period of 4.03 years. A summary of the performance-based restricted stock unit activity during the nine months ended September 30, 2021 was as follows (in thousands, except per unit data): Nine Months Ended September 30, 2021 Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2020 — $ — Granted at fair value 5,933,636 13.25 Vested — — Forfeited — — Outstanding at September 30, 2021 5,933,636 $ 13.25 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted EPS Attributable for Common Stockholders | The following table sets forth the computation of the Company’s basic and diluted EPS attributable to common stockholders (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net income (loss) $ (89,185) $ 8,116 $ (55,163) $ 34,889 Weighted-average common shares outstanding—basic 114,382,955 108,724,387 110,631,304 108,724,387 Effect of dilutive securities: Restricted stock units — — — — Weighted-average common shares outstanding—diluted 114,382,955 108,724,387 110,631,304 108,724,387 Earnings (loss) per share Basic $ (0.78) $ 0.07 $ (0.50) $ 0.32 Diluted $ (0.78) $ 0.07 $ (0.50) $ 0.32 |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings (loss) Per Share | The following table includes the number of units that may be dilutive common shares in the future, and were not included in the computation of diluted earnings (loss) per share because the effect was anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Restricted stock units 12,081,024 — 12,081,024 — |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 25, 2017 | Sep. 30, 2021 | Aug. 02, 2021 | Jul. 31, 2021 | Jul. 28, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||
Common unit outstanding (in shares) | 108,724,422 | 108,724,422 | 108,724,422 | ||||
Common stock outstanding (in shares) | 117,547,916 | 108,724,387 | 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% | ||||||
Total purchase consideration, net of cash acquired | $ 954 | ||||||
IPO | |||||||
Business Acquisition [Line Items] | |||||||
Sale of stock, price per share (in dollars per share) | $ 18 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue from Contract with Customer, Product and Service Benchmark | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.00% | 18.00% | 18.00% | 18.00% | |
Revenue from Contract with Customer, Product and Service Benchmark | Customer B | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 16.00% | 26.00% | 19.00% | 20.00% | |
Revenue from Contract with Customer, Product and Service Benchmark | Customer C | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 18.00% | 16.00% | 17.00% | 17.00% | |
Revenue from Contract with Customer, Product and Service Benchmark | Customer D | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.00% | 5.00% | 6.00% | 4.00% | |
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 | 14.00% | 21.00% | |||
Accounts Receivable | Customer C | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 13.00% | 19.00% | |||
Accounts Receivable | Customer D | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 17.00% | 7.00% |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 162,018 | $ 145,071 | $ 610,613 | $ 412,044 |
Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 138,376 | 140,174 | 564,133 | 386,078 |
Direct to consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 23,642 | 4,897 | 46,480 | 25,966 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 151,862 | 140,766 | 581,805 | 399,845 |
Rest of world | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10,156 | 4,305 | 28,808 | 12,199 |
Grills | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 108,799 | 104,350 | 443,495 | 298,944 |
Consumables | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 28,029 | 31,773 | 110,067 | 87,788 |
Accessories | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 25,190 | $ 8,948 | $ 57,051 | $ 25,312 |
BALANCE SHEET COMPONENTS - Sche
BALANCE SHEET COMPONENTS - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Trade accounts receivable | $ 101,866 | $ 77,574 |
Allowance for doubtful accounts | (1,151) | (652) |
Reserve for returns, discounts and allowances | (15,127) | (12,082) |
Total accounts receivable, net | $ 85,588 | $ 64,840 |
BALANCE SHEET COMPONENTS - Sc_2
BALANCE SHEET COMPONENTS - Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 3,901 | $ 1,161 |
Work in process | 9,936 | 6,087 |
Finished goods | 100,760 | 61,587 |
Inventories, net | 114,597 | 68,835 |
Inventory adjustments | $ 200 | $ 800 |
BALANCE SHEET COMPONENTS - Sc_3
BALANCE SHEET COMPONENTS - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Accrual for inventories in-transit | $ 22,878 | $ 27,012 | ||||
Warranty accrual | 8,436 | $ 8,094 | 6,728 | $ 6,228 | $ 5,987 | $ 4,798 |
Accrued compensation and bonus | 6,985 | 6,179 | ||||
Other | 31,563 | 14,778 | ||||
Accrued expenses | $ 69,862 | $ 54,697 |
BALANCE SHEET COMPONENTS - Chan
BALANCE SHEET COMPONENTS - Change in Warranty Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||||
Warranty accrual, beginning of period | $ 8,094 | $ 5,987 | $ 6,728 | $ 4,798 |
Warranty claims | (2,544) | (2,000) | (6,221) | (5,256) |
Warranty costs accrued | 2,886 | 2,241 | 7,929 | 6,686 |
Warranty accrual, end of period | $ 8,436 | $ 6,228 | $ 8,436 | $ 6,228 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) - Apption Labs Limited - USD ($) $ in Thousands | Jul. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Business Acquisition [Line Items] | |||
Total purchase consideration, net of cash acquired | $ 78,507 | ||
Contingent consideration | 21,500 | ||
Business combination, low value of outcomes | 0 | ||
Business combination, high value of outcomes | $ 40,000 | ||
Acquisition related costs | $ 1,800 | $ 1,800 |
BUSINESS COMBINATIONS - Prelimi
BUSINESS COMBINATIONS - Preliminary Fair Value Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jul. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Consideration Transferred | ||||
Cash paid, net of cash acquired | $ 57,041 | $ 0 | ||
Assets acquired | ||||
Goodwill | $ 297,207 | $ 256,838 | ||
Apption Labs Limited | ||||
Consideration Transferred | ||||
Cash paid, net of cash acquired | $ 36,957 | |||
Contingent consideration | 21,500 | |||
Other closing consideration | 20,050 | |||
Total purchase consideration, net of cash acquired | 78,507 | |||
Assets acquired | ||||
Accounts receivable, net | 2,190 | |||
Inventory, net | 5,431 | |||
Prepaid and other current assets | 293 | |||
Property and equipment | 1,357 | |||
Intangible Assets | 53,100 | |||
Goodwill | 40,360 | |||
Total assets acquired | 102,731 | |||
Liabilities assumed | ||||
Accounts payable and accrued liabilities | 8,474 | |||
Deferred tax liability | 12,646 | |||
Other current liabilities | 344 | |||
Other non-current liabilities | 2,760 | |||
Total liabilities assumed | 24,224 | |||
Total net assets, net of cash acquired | $ 78,507 |
BUSINESS COMBINATIONS - Summary
BUSINESS COMBINATIONS - Summary of Amount Assigned to Identifiable Intangible Assets (Details) $ in Thousands | Jul. 01, 2021USD ($) |
Business Acquisition [Line Items] | |
Finite-lived intangible assets acquired | $ 53,100 |
Technology | |
Business Acquisition [Line Items] | |
Finite-lived intangible assets acquired | $ 32,300 |
Useful life (in years) | 5 years |
Trademarks | |
Business Acquisition [Line Items] | |
Finite-lived intangible assets acquired | $ 17,700 |
Useful life (in years) | 10 years |
Distributor relationships | |
Business Acquisition [Line Items] | |
Finite-lived intangible assets acquired | $ 2,400 |
Useful life (in years) | 8 years |
Non-compete arrangements | |
Business Acquisition [Line Items] | |
Finite-lived intangible assets acquired | $ 700 |
Useful life (in years) | 2 years 6 months |
DERIVATIVES - Summary of Gross
DERIVATIVES - Summary of Gross and Net Fair Value of Foreign Currency Contracts (Details) - Foreign currency contract - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Gross Asset Fair Value | $ 1,459 | $ 6,259 |
Gross Liability Fair Value | 0 | 0 |
Net Asset Fair Value | $ 1,459 | $ 6,259 |
DERIVATIVES - Summary of Gains
DERIVATIVES - Summary of Gains (Losses) from Foreign Currency Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Realized gain (loss) | $ 1,301 | $ 135 | $ 6,749 | $ (110) |
Unrealized gain (loss) | (689) | 2,294 | (4,800) | 2,184 |
Total gains | $ 612 | $ 2,429 | $ 1,949 | $ 2,074 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - Level 3 - Measurement Input, Discount Rate | Sep. 30, 2021 | Sep. 30, 2020 |
Apption Labs Limited, Earn Out Period One | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration, measurement input | 0.0777 | |
Apption Labs Limited, Earn Out Period Two | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration, measurement input | 0.0804 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Total assets | $ 1,459 | $ 6,259 |
Liabilities: | ||
Total liabilities | 24,400 | 0 |
Level 2 | Foreign currency contract | ||
Assets: | ||
Derivative asset - foreign currency contracts | 1,459 | 6,259 |
Level 3 | ||
Liabilities: | ||
Contingent consideration | $ 24,400 | $ 0 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Fair value Consideration Payments (Details) - Level 3 $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 0 |
Fair value of contingent consideration recognized at Acquisition Date | 21,500 |
Payments of contingent consideration | 0 |
Adjustments to fair value of contingent consideration | 2,900 |
Ending balance | $ 24,400 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Financial Instruments Reported at Carrying Amount (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 379,195 | $ 446,355 |
Carrying Amount | First Lein Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 379,195 | 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 | 378,960 | 439,253 |
Estimated Fair Value | Level 3 | First Lein Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 378,960 | 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 ($) | Aug. 11, 2021 | Jun. 29, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 28, 2021 |
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $ 2,000,000 | $ 3,228,000 | $ 0 | $ 5,185,000 | $ 0 | ||
Financing costs | 8,478,000 | $ 339,000 | |||||
First Lein Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Financing costs | 8,400,000 | ||||||
Debt instrument, unamortized discount | $ 3,200,000 | $ 2,800,000 | |||||
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 | ||||||
Long-term debt | 379,200,000 | 379,200,000 | |||||
Financing costs | $ 6,700,000 | ||||||
Repayments of debt | $ 130,800,000 | ||||||
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 | |||||
Financing costs | $ 1,700,000 | ||||||
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 | $ 19,000,000 | $ 19,000,000 | |||||
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 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) $ / shares in Units, $ in Millions | Aug. 02, 2021USD ($)$ / sharesshares | Sep. 30, 2021vote$ / sharesshares | Jul. 31, 2021shares | Jul. 28, 2021shares | Jun. 30, 2021shares | Dec. 31, 2020$ / sharesshares | Sep. 30, 2020shares |
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of stock, number of shares issued (in shares) | 18,235,293 | ||||||
Common stock authorized (in shares) | 1,000,000,000 | 1,000,000,000 | |||||
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Preferred stock authorized (in shares) | 25,000,000 | 25,000,000 | |||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, number of votes per share | vote | 1 | ||||||
Common unit outstanding (in shares) | 108,724,422 | 108,724,422 | 108,724,422 | ||||
Common stock outstanding (in shares) | 117,547,916 | 108,724,387 | 0 | ||||
Common stock issued (in shares) | 117,547,916 | 0 | |||||
Previously Reported | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common unit outstanding (in shares) | 10 | ||||||
IPO | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of stock, number of shares issued (in shares) | 8,823,529 | ||||||
Share price (in dollars per share) | $ / shares | $ 18 | ||||||
Gross proceeds from sale of shares | $ | $ 158.8 | ||||||
Payments of stock issuance costs | $ | $ 18.8 | ||||||
Over-Allotment Option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of stock, number of shares issued (in shares) | 3,529,411 |
EQUITY-BASED COMPENSATION - Nar
EQUITY-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Millions | Aug. 02, 2021USD ($)$ / shares | Jul. 20, 2021trancheshares | Sep. 30, 2021USD ($)shares |
2021 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based arrangement, maximum authorized units (in shares) | 100,000,000 | ||
Number of shares available for grant (in shares) | 14,105,750 | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based arrangement, maximum authorized units (in shares) | 12,163,242 | ||
Restricted stock units | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based arrangement, maximum authorized units (in shares) | 7,782,957 | ||
Restricted stock units | Employees, Directors And Certain Non-Employees, Excluding Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based arrangement, maximum authorized units (in shares) | 4,380,285 | ||
Time-Based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized stock based compensation expense | $ | $ 103.5 | ||
Share-based payment arrangement, unrecognized compensation, weighted average period (in years) | 4 years 10 days | ||
Time-Based Restricted Stock Units | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based arrangement, maximum authorized units (in shares) | 2,594,319 | ||
Time-Based Restricted Stock Units | Chief Executive Officer | Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights percentage | 20.00% | ||
Time-Based Restricted Stock Units | Chief Executive Officer | Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights percentage | 20.00% | ||
Time-Based Restricted Stock Units | Chief Executive Officer | Tranche Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights percentage | 20.00% | ||
Time-Based Restricted Stock Units | Chief Executive Officer | Tranche Four | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights percentage | 20.00% | ||
Time-Based Restricted Stock Units | Chief Executive Officer | Tranche Five | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights percentage | 20.00% | ||
Time-Based Restricted Stock Units | Employees, Directors And Certain Non-Employees, Excluding Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based arrangement, maximum authorized units (in shares) | 3,635,287 | ||
Performance-Based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized stock based compensation expense | $ | $ 74 | ||
Share-based payment arrangement, unrecognized compensation, weighted average period (in years) | 3 years 5 months 19 days | ||
Performance-Based Restricted Stock Units | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based arrangement, maximum authorized units (in shares) | 5,188,638 | ||
Award vesting period | 60 days | ||
Term of awards | 10 years | ||
Number of tranches | tranche | 5 | ||
Performance-Based Restricted Stock Units | Chief Executive Officer | First Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of outstanding common stock | 125.00% | ||
Performance-Based Restricted Stock Units | Chief Executive Officer | Second Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of outstanding common stock | 125.00% | ||
Performance-Based Restricted Stock Units | Chief Executive Officer | Third Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of outstanding common stock | 125.00% | ||
Performance-Based Restricted Stock Units | Chief Executive Officer | Fourth Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of outstanding common stock | 125.00% | ||
Performance-Based Restricted Stock Units | Chief Executive Officer | Tranche One | First Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights percentage | 50.00% | ||
Performance-Based Restricted Stock Units | Chief Executive Officer | Tranche Two | First Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights percentage | 50.00% | ||
Performance-Based Restricted Stock Units | Chief Executive Officer | Tranche Two | Second Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights percentage | 50.00% | ||
Performance-Based Restricted Stock Units | Chief Executive Officer | Tranche Three | Second Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights percentage | 50.00% | ||
Performance-Based Restricted Stock Units | Chief Executive Officer | Tranche Three | Third Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights percentage | 50.00% | ||
Performance-Based Restricted Stock Units | Chief Executive Officer | Tranche Four | Third Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights percentage | 50.00% | ||
Performance-Based Restricted Stock Units | Chief Executive Officer | Tranche Four | Fourth Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights percentage | 50.00% | ||
Performance-Based Restricted Stock Units | Chief Executive Officer | Tranche Five | Fourth Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights percentage | 50.00% | ||
Performance-Based Restricted Stock Units | Employees, Directors And Certain Non-Employees, Excluding Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based arrangement, maximum authorized units (in shares) | 744,998 | ||
Performance-Based Restricted Stock Units | Employees, Directors And Certain Non-Employees, Excluding Chief Executive Officer | First Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of outstanding common stock | 200.00% | ||
Performance-Based Restricted Stock Units | Employees, Directors And Certain Non-Employees, Excluding Chief Executive Officer | Second Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of outstanding common stock | 300.00% | ||
Performance-Based Restricted Stock Units | Employees, Directors And Certain Non-Employees, Excluding Chief Executive Officer | Tranche One | First Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights percentage | 50.00% | ||
Performance-Based Restricted Stock Units | Employees, Directors And Certain Non-Employees, Excluding Chief Executive Officer | Tranche One | Second Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights percentage | 50.00% | ||
Performance-Based Restricted Stock Units | Employees, Directors And Certain Non-Employees, Excluding Chief Executive Officer | Tranche Two | First Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights percentage | 50.00% | ||
Performance-Based Restricted Stock Units | Employees, Directors And Certain Non-Employees, Excluding Chief Executive Officer | Tranche Two | Second Vesting Tranche | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights percentage | 50.00% | ||
Common Class B | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity compensation expense | $ | $ 47.4 | ||
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 | ||
Share-based arrangement, maximum authorized unit percentage | 15.00% | ||
IPO | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (in dollars per share) | $ / shares | $ 18 | ||
IPO | Performance-Based Restricted Stock Units | Employees, Directors And Certain Non-Employees, Excluding Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of tranches | tranche | 2 |
EQUITY-BASED COMPENSATION - Sch
EQUITY-BASED COMPENSATION - Schedule of Equity-based Compensation, Expensed and Capitalized Amount (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based arrangement, compensation expense | $ 59,210 | $ 9,806 | $ 61,711 | $ 11,059 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based arrangement, compensation expense | 568 | 71 | 580 | 80 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based arrangement, compensation expense | 12,444 | 1,902 | 12,975 | 2,117 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based arrangement, compensation expense | $ 46,198 | $ 7,832 | $ 48,156 | $ 8,862 |
EQUITY-BASED COMPENSATION - Ves
EQUITY-BASED COMPENSATION - Vesting Schedule of PSUs (Details) - Performance-Based Restricted Stock Units - Chief Executive Officer | 9 Months Ended |
Sep. 30, 2021 | |
First Anniversary | First Vesting Tranche | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50.00% |
Second Anniversary | First Vesting Tranche | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50.00% |
Second Anniversary | Second Vesting Tranche | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50.00% |
Third Anniversary | Second Vesting Tranche | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50.00% |
Third Anniversary | Third Vesting Tranche | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50.00% |
Fourth Anniversary | Third Vesting Tranche | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50.00% |
Fourth Anniversary | Fourth Vesting Tranche | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50.00% |
Fifth Anniversary | Fourth Vesting Tranche | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50.00% |
Fifth Anniversary | Fifth Vesting Tranche | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50.00% |
Sixth Anniversary | Fifth Vesting Tranche | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50.00% |
EQUITY-BASED COMPENSATION - Res
EQUITY-BASED COMPENSATION - Restricted Stock Unit Activity (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Time-Based Restricted Stock Units | |
Stock Appreciation Rights Activity | |
Outstanding at December 31, 2020 (in shares) | shares | 0 |
Granted (in shares) | shares | 6,229,606 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (82,218) |
Outstanding at September 30, 2021 (in shares) | shares | 6,147,388 |
Weighted Average Grant Date Fair Value | |
Outstanding, Weighted average grant date fair value at December 30, 2020 (in dollars per share) | $ / shares | $ 0 |
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares | 18 |
Vested, Weighted average grant date fair value (in dollars per share) | $ / shares | 0 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 18 |
Outstanding, Weighted average grant date fair value at September 30, 2021 (in dollars per share) | $ / shares | $ 18 |
Performance-Based Restricted Stock Units | |
Stock Appreciation Rights Activity | |
Outstanding at December 31, 2020 (in shares) | shares | 0 |
Granted (in shares) | shares | 5,933,636 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Outstanding at September 30, 2021 (in shares) | shares | 5,933,636 |
Weighted Average Grant Date Fair Value | |
Outstanding, Weighted average grant date fair value at December 30, 2020 (in dollars per share) | $ / shares | $ 0 |
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares | 13.25 |
Vested, Weighted average grant date fair value (in dollars per share) | $ / shares | 0 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 0 |
Outstanding, Weighted average grant date fair value at September 30, 2021 (in dollars per share) | $ / shares | $ 13.25 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) expense | $ (1,983) | $ 150 | $ (1,255) | $ 697 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Affiliated Entity - Customer Service and Support - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Related party transaction expenses | $ 8.2 | $ 4.2 | |
Amount payable to third party | $ 2.4 | $ 0.7 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Computation of Basic and Diluted EPS Attributable for Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ (89,185) | $ 8,116 | $ (55,163) | $ 34,889 |
Weighted average common shares outstanding - basic (in shares) | 114,382,955 | 108,724,387 | 110,631,304 | 108,724,387 |
Effect of dilutive securities: | ||||
Restricted stock (in shares) | 0 | 0 | 0 | 0 |
Weighted average common shares outstanding - diluted (in shares) | 114,382,955 | 108,724,387 | 110,631,304 | 108,724,387 |
Earnings (loss) per share | ||||
Earnings (loss) per share - basic (in dollars per share) | $ (0.78) | $ 0.07 | $ (0.50) | $ 0.32 |
Earnings (loss) per share - diluted (in dollars per share) | $ (0.78) | $ 0.07 | $ (0.50) | $ 0.32 |
EARNINGS (LOSS) PER SHARE - S_2
EARNINGS (LOSS) PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities (in shares) | 12,081,024 | 0 | 12,081,024 | 0 |