Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 09, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 per share | ||
Trading Symbol | COOK | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 134.9 | ||
Entity Common Stock, Shares Outstanding | 122,640,995 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement relating to its 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year ended December 31, 2022 are incorporated herein by reference in Part III. | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001857853 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Salt Lake City, Utah |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 39,055 | $ 16,740 |
Restricted cash | 12,500 | 0 |
Accounts receivable, net | 42,050 | 92,927 |
Inventories | 153,471 | 141,540 |
Prepaid expenses and other current assets | 27,162 | 15,036 |
Total current assets | 274,238 | 266,243 |
Property, plant, and equipment, net | 55,510 | 55,477 |
Operating lease right-of-use assets | 13,854 | 0 |
Goodwill | 74,725 | 297,047 |
Intangible assets, net | 512,858 | 555,151 |
Other long-term assets | 15,530 | 3,608 |
Total assets | 946,715 | 1,177,526 |
Current Liabilities | ||
Accounts payable | 29,841 | 42,694 |
Accrued expenses | 52,295 | 69,773 |
Line of credit | 11,709 | 41,138 |
Current portion of notes payable | 250 | 0 |
Current portion of operating lease liabilities | 5,185 | 0 |
Current portion of contingent consideration | 12,157 | 12,200 |
Other current liabilities | 1,470 | 420 |
Total current liabilities | 112,907 | 166,225 |
Notes payable, net of current portion | 468,108 | 379,395 |
Operating lease liabilities, net of current portion | 9,001 | 0 |
Contingent consideration, net of current portion | 10,590 | 13,100 |
Deferred tax liability | 10,370 | 11,673 |
Other non-current liabilities | 870 | 1,111 |
Total liabilities | 611,846 | 571,504 |
Commitments and contingencies (see Note 14) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized and no shares issued or outstanding as of December 31, 2022 and 2021 | 0 | 0 |
Common stock value | 12 | 12 |
Additional paid-in capital | 882,069 | 794,413 |
Accumulated deficit | (570,475) | (188,317) |
Accumulated other comprehensive income (loss) | 23,263 | (86) |
Total stockholders' equity | 334,869 | 606,022 |
Total liabilities and stockholders' equity | $ 946,715 | $ 1,177,526 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
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 | 0 | 0 |
Preferred Stock, Shares Outstanding | 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 outstanding (in shares) | 122,624,414 | 117,547,916 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 655,901,000 | $ 785,545,000 | $ 545,772,000 |
Cost of revenue | 427,129,000 | 484,780,000 | 310,960,000 |
Gross profit | 228,772,000 | 300,765,000 | 234,812,000 |
Operating expense: | |||
Sales and marketing | 130,688,000 | 165,180,000 | 93,690,000 |
General and administrative | 166,824,000 | 158,555,000 | 50,243,000 |
Amortization of intangible assets | 35,554,000 | 34,379,000 | 32,533,000 |
Change in fair value of contingent consideration | 10,002,000 | 3,800,000 | 0 |
Goodwill impairment | 222,322,000 | 0 | 0 |
Restructuring costs | 9,324,000 | 0 | 0 |
Total operating expense | 574,714,000 | 361,914,000 | 176,466,000 |
Income (loss) from operations | (345,942,000) | (61,149,000) | 58,346,000 |
Other income (expense): | |||
Interest expense | (27,885,000) | (26,646,000) | (34,073,000) |
Loss on extinguishment of debt | 0 | (5,185,000) | 0 |
Other income (expense) | (7,127,000) | 2,702,000 | 7,526,000 |
Total other expense | (35,012,000) | (29,129,000) | (26,547,000) |
Income (loss) before provision for income taxes | (380,954,000) | (90,278,000) | 31,799,000 |
Provision for income taxes | 1,186,000 | 1,489,000 | 749,000 |
Net income (loss) | $ (382,140,000) | $ (91,767,000) | $ 31,050,000 |
Net income (loss) per share - basic (in dollars per share) | $ (3.19) | $ (0.82) | $ 0.29 |
Net income (loss) per share - diluted (in dollars per share) | $ (3.19) | $ (0.82) | $ 0.29 |
Weighted average common shares outstanding - basic (in shares) | 119,698,776 | 112,374,669 | 108,724,387 |
Weighted average common shares outstanding - diluted (in shares) | 119,698,776 | 112,374,669 | 108,724,387 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | $ (61,000) | $ (86,000) | $ 0 |
Change in cash flow hedge | 23,410,000 | 0 | 0 |
Total other comprehensive income | 23,349,000 | (86,000) | 0 |
Comprehensive income (loss) | $ (358,791,000) | $ (91,853,000) | $ 31,050,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER’S AND SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Units | Common Stock | Member's Capital | Additional Paid-in Capital | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Accumulated Foreign Currency Adjustment Attributable to Parent |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Ending balance (in shares) | 0 | |||||||||
Ending balance | $ 0 | |||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 108,724,422 | |||||||||
Beginning balance at Dec. 31, 2019 | $ 430,878 | $ 0 | $ 558,478 | $ 0 | $ (127,600) | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Distributions | (250) | (250) | ||||||||
Equity-based compensation | 12,810 | 12,810 | ||||||||
Net income (loss) | 31,050 | 31,050 | ||||||||
Foreign currency translation adjustments | 0 | |||||||||
Change in cash flow hedge | 0 | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 108,724,422 | |||||||||
Ending balance at Dec. 31, 2020 | 474,488 | $ 0 | 571,038 | 0 | (96,550) | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Ending balance (in shares) | 0 | |||||||||
Ending balance | 474,488 | $ 0 | ||||||||
Net income (loss) | 38,222 | |||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 108,724,422 | |||||||||
Beginning balance at Dec. 31, 2020 | 474,488 | $ 0 | 571,038 | 0 | (96,550) | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 33,067 | |||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 108,724,422 | |||||||||
Beginning balance at Dec. 31, 2020 | 474,488 | $ 0 | 571,038 | 0 | (96,550) | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (57,372) | |||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 108,724,422 | |||||||||
Beginning balance at Dec. 31, 2020 | 474,488 | $ 0 | 571,038 | 0 | (96,550) | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Effect of reorganization transaction (in shares) | (108,724,422) | 108,724,387 | ||||||||
Effect of reorganization transaction | 0 | $ 11 | (571,038) | 571,027 | ||||||
Issuance of common shares in IPO, net of issuance costs (in shares) | 8,823,529 | |||||||||
Issuance of common shares in IPO, net of issuance costs | 142,275 | $ 1 | 142,274 | |||||||
Equity-based compensation | 81,112 | 81,112 | ||||||||
Net income (loss) | (91,767) | (91,767) | ||||||||
Foreign currency translation adjustments | (86) | $ (86) | ||||||||
Change in cash flow hedge | 0 | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | |||||||||
Ending balance at Dec. 31, 2021 | 606,022 | $ 0 | 0 | 794,413 | (188,317) | (86) | ||||
Ending balance (Accounting Standards Update 2016-02) at Dec. 31, 2021 | $ (18) | $ (18) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Ending balance | 513,666 | |||||||||
Net income (loss) | (5,154) | |||||||||
Ending balance | 510,056 | |||||||||
Net income (loss) | (90,439) | |||||||||
Ending balance | 621,383 | |||||||||
Net income (loss) | (34,395) | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | |||||||||
Ending balance at Dec. 31, 2021 | 606,022 | $ 0 | 0 | 794,413 | (188,317) | (86) | ||||
Ending balance (Accounting Standards Update 2016-02) at Dec. 31, 2021 | (18) | (18) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Ending balance (in shares) | 117,547,916 | |||||||||
Ending balance | 606,022 | $ 12 | ||||||||
Net income (loss) | (8,960) | |||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||||||
Beginning balance at Dec. 31, 2021 | 606,022 | $ 0 | 0 | 794,413 | (188,317) | (86) | ||||
Beginning balance (Accounting Standards Update 2016-02) at Dec. 31, 2021 | (18) | (18) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (142,094) | |||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||||||
Beginning balance at Dec. 31, 2021 | 606,022 | $ 0 | 0 | 794,413 | (188,317) | (86) | ||||
Beginning balance (Accounting Standards Update 2016-02) at Dec. 31, 2021 | (18) | (18) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (353,236) | |||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||||||
Beginning balance at Dec. 31, 2021 | 606,022 | $ 0 | 0 | 794,413 | (188,317) | (86) | ||||
Beginning balance (Accounting Standards Update 2016-02) at Dec. 31, 2021 | $ (18) | $ (18) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Equity-based compensation | 87,697 | 87,697 | ||||||||
Issuance of common stock under stock plan (in shares) | 5,082,024 | |||||||||
Shares withheld related to net share settlement | (5,526) | |||||||||
Shares withheld related to net share settlement | (41) | (41) | ||||||||
Net income (loss) | (382,140) | (382,140) | ||||||||
Foreign currency translation adjustments | (61) | (61) | ||||||||
Change in cash flow hedge | 23,410 | $ 23,410 | ||||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | |||||||||
Ending balance at Dec. 31, 2022 | 334,869 | $ 0 | $ 0 | $ 882,069 | $ (570,475) | $ 23,263 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Ending balance | 619,131 | |||||||||
Net income (loss) | (133,134) | |||||||||
Ending balance | 503,654 | |||||||||
Net income (loss) | (211,142) | |||||||||
Ending balance | 357,983 | |||||||||
Ending balance (in shares) | 122,624,414 | |||||||||
Ending balance | $ 334,869 | $ 12 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income (loss) | $ (382,140,000) | $ (91,767,000) | $ 31,050,000 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation of property, plant, and equipment | 13,821,000 | 9,150,000 | 7,762,000 |
Amortization of intangible assets | 42,726,000 | 38,350,000 | 33,206,000 |
Amortization of deferred financing costs | 1,957,000 | 2,523,000 | 2,762,000 |
Loss on disposal of property, plant, and equipment | 1,140,000 | 274,000 | 186,000 |
Loss on extinguishment of debt | 0 | 5,185,000 | 0 |
Equity-based compensation expense | 87,697,000 | 81,112,000 | 12,810,000 |
Bad debt expense | (175,000) | 468,000 | 0 |
Unrealized loss (gain) on derivative contracts | 2,440,000 | 4,821,000 | (6,087,000) |
Change in fair value of contingent consideration | 6,722,000 | 3,800,000 | 0 |
Goodwill impairment | 222,322,000 | 0 | 0 |
Restructuring costs | 2,046,000 | 0 | 0 |
Other non-cash adjustments | 334,000 | 0 | 0 |
Change in operating assets and liabilities: | |||
Accounts receivable | 51,052,000 | (26,365,000) | (30,170,000) |
Inventories | (11,931,000) | (67,826,000) | (28,979,000) |
Prepaid expenses and other current assets | (3,046,000) | (5,787,000) | (4,311,000) |
Other non-current assets | 78,000 | (681,000) | 0 |
Accounts payable and accrued expenses | (28,211,000) | 19,182,000 | 28,351,000 |
Other non-current liabilities | (1,738,000) | (866,000) | 17,000 |
Net cash provided by (used in) operating activities | 5,094,000 | (28,427,000) | 46,597,000 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of property, plant, and equipment | (18,398,000) | (22,479,000) | (14,127,000) |
Capitalization of patent costs | (506,000) | (563,000) | (511,000) |
Proceeds from notes receivable | 0 | 0 | 21,000 |
Business combination, net of cash acquired | 0 | (56,855,000) | (12,724,000) |
Net cash used in investing activities | (18,904,000) | (79,897,000) | (27,341,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from line of credit | 179,000,000 | 118,000,000 | 57,000,000 |
Repayments on line of credit | (145,429,000) | (67,862,000) | (67,000,000) |
Proceeds from long-term debt | 25,000,000 | 510,000,000 | 0 |
Payment of deferred financing costs | 0 | (8,601,000) | (810,000) |
Repayments of long-term debt | (125,000) | (579,921,000) | (3,407,000) |
Principal payments on finance lease liabilities | (505,000) | (382,000) | (310,000) |
Payment of acquisition related contingent consideration | (9,275,000) | 0 | 0 |
Taxes paid related to net share settlement of equity awards | (41,000) | 0 | 0 |
Proceeds from initial public offering, net of issuance costs | 0 | 142,274,000 | 0 |
Distribution to members | 0 | 0 | (250,000) |
Net cash provided by (used in) financing activities | 48,625,000 | 113,508,000 | (14,777,000) |
Net increase in cash, cash equivalents, and restricted cash | 34,815,000 | 5,184,000 | 4,479,000 |
Cash, cash equivalents, and restricted cash at beginning of period | 16,740,000 | 11,556,000 | 7,077,000 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD | 51,555,000 | 16,740,000 | 11,556,000 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Cash paid during the period for interest | 25,138,000 | 23,444,000 | 31,327,000 |
Cash paid for income taxes | 2,844,000 | 1,654,000 | 76,000 |
NON-CASH FINANCING AND INVESTING ACTIVITIES | |||
Equipment purchased under finance leases | 1,116,000 | 645,000 | 393,000 |
Property, plant, and equipment included in accounts payable and accrued expenses | 2,134,000 | 8,586,000 | 576,000 |
Unpaid amount for acquisition of subsidiaries included in accrued expenses | $ 0 | $ 0 | $ 2,414,000 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 barbecue 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, sauces and premium frozen meal kits, as well as grill accessories (including covers, barbecue tools, trays, liners, MEATER smart thermometers 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. Traeger, Inc. was incorporated in July 2021 in connection with the conversion of TGPX Holdings I LLC from a Delaware limited liability company into a Delaware corporation at the time of the Company's initial public offering ("IPO") and has no material assets and liabilities or standalone operations other than its ownership in its consolidated subsidiaries. TGPX Holdings II LLC is the only direct subsidiary of Traeger, Inc. TGPX Holdings II LLC is a holding company with no other operations, cash flows, material assets or liabilities other than the equity interest in TGP Holdings III LLC. 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. Basis of Presentation and Principles of Consolidation – The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Use of Estimates – The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates and assumptions made by management that present the greatest amount of estimation uncertainty include the fair value of contingent consideration obligations, customer credits and returns, 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. Cash and Cash Equivalents – The Company considers cash on deposit and short-term investments with remaining maturities at acquisition of three months or less to be cash and cash equivalents. Restricted Cash – The Company considers cash to be restricted when withdrawal or general use is legally restricted. The restricted cash balance is associated with borrowings from the delayed draw term loan facility which are restricted in use. The Company anticipates utilizing these borrowings to settle the contingent consideration obligation. Concentrations – Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash in banks, trade accounts receivable and foreign currency contracts. Credit is extended to customers based on an evaluation of the customer’s financial condition and collateral is not generally required in the Company’s sales transactions. Three customers that accounted for a significant portion of net sales are as follows for the fiscal periods indicated: December 31, 2022 2021 2020 Customer A 14 % 20 % 20 % Customer B 16 % 17 % 18 % Customer C 15 % 16 % 16 % As of December 31, 2022, customers A, B, and C accounted for a significant portion of trade accounts receivable of 31%, 20%, and 8%, compared to 45%, 13%, and 13% as of December 31, 2021. Concentrations of credit risk exist to the extent credit terms are extended with these three large customers. A business failure on the part of any one the three customers could result in a material amount of exposure to the Company. No other single customer accounted for greater than 10% of the Company’s net sales for the years ended December 31, 2022, 2021 and 2020. Additionally, no other single customer accounted for greater than 10% of the Company's trade accounts receivable as of December 31, 2022 and 2021. 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. Accounts Receivable, Net – The Company reports its accounts receivable based on the amount that is expected to be collected from its sales to customers. The accounts receivable balance is comprised of the amounts invoiced to customers and reduced by an allowance for doubtful accounts, accrued sales discounts and a credit reserve for sales returns and allowances. The Company performs on-going credit evaluations of its customers and in certain instances may deploy third-party collection efforts. Generally, the Company does not require collateral in its transactions with customers. The Company determines its allowance for doubtful accounts and credit reserve for sales returns and allowances based on management’s evaluation of the accounts receivable aging, past credit and collection history, and product returns and discounts history. Adjustments to the allowance for doubtful accounts for amounts related to known credit events that would affect a customer’s ability to pay are charged to bad debt expense, otherwise any adjustment is recorded as a reduction to net sales. Interest is not accrued on outstanding accounts receivable balances. Inventories – Inventories consist of finished goods, work-in-process and raw materials. Inventories are stated at the lower of cost or net realizable value, with cost for raw materials and finished goods stated as an approximate cost determined on the first-in first-out basis. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Assessments to value the inventory at the lower of the average cost to purchase the inventory, or the net realizable value of the inventory, are based upon assumptions about future demand, physical deterioration, changes in price levels and market conditions. As a result of the Company’s assessments, when the net realizable value of inventory is less than the carrying value, the inventory cost is written down to the net realizable value and the write down is recorded as a charge to cost of revenue. Inventories include indirect acquisition and production costs that are incurred to bring the inventories to their present condition and location. Inventories are recorded net of reserves for obsolescence. Once established, the original cost of the inventory less the related inventory reserve represents the new cost basis of such products. Derivative Instruments – The Company is exposed to the impact of changes in foreign currency exchange rates, and benchmark interest rates. The Company uses foreign exchange option contracts for the purpose of economically hedging exposure to changes in currency fluctuations between the U.S. Dollar and the Chinese Renminbi, as well as a floating-to-fixed interest rate swap agreement to hedge a portion of the Company's variable rate debt. The Company accounts for these contracts in accordance with FASB ASC 815, Derivatives and Hedging , which requires that all derivatives be recognized at fair value in the consolidated balance sheets, and that corresponding gains and losses are recognized in other income (expense) in the consolidated statements of operations and comprehensive income (loss). The Company applies hedge accounting to the interest rate swap agreement and does not apply hedge accounting to the foreign exchange option contracts. Property, Plant, and Equipment – Property, plant, and equipment is stated at cost less accumulated depreciation and amortization. Additions and betterments to property, plant, and equipment that improve economic performance, extend the useful life, or improve the quality of units or services produced of the component asset are capitalized. The Company does not depreciate amounts recorded for land. Depreciation and amortization on individual components of property is computed using the straight-line method over the estimated useful lives of the assets as follows: Years Buildings 15 Machinery and equipment 5-20 Leasehold improvements Shorter of useful lives or lease term Office equipment and fixtures 2-10 Vehicles 2-10 Computer hardware and software 3-5 When assets are sold or otherwise disposed of, the cost and related accumulated depreciation or amortization are derecognized from the respective accounts, and any remaining carrying value is included in depreciation expense in the consolidated statements of operations if retired, or if sold, the resulting gain or loss is recognized in other income in the consolidated statements of operations and comprehensive income (loss). The cost of maintenance and repairs are expensed as incurred. The Company capitalizes costs for internal-use software incurred during the application development stage. Software costs related to preliminary project activities and post implementation activities are expensed as incurred. The Company capitalizes costs incurred for software purchases and certain costs related to website development. Capitalized costs related to internal-use software, software purchases and website development are amortized on a straight-line basis over the estimated useful life of the software, not to exceed three years. Capitalized costs less accumulated amortization are included within property, plant, and equipment, net on the consolidated balance sheets. Leases – The Company primarily leases office space, vehicles, and equipment from third parties. The Company determines if a contract is a lease at inception. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The lease term begins on the commencement date, which is the date the Company takes possession of the asset, and may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Certain of the Company’s leases contain renewal options for varying periods, which can be exercised both by mutual agreement and at the Company’s sole discretion. Leases are classified as operating or finance leases based on factors such as the lease term, lease payments, and the economic life, fair value and estimated residual value of the asset. Where leases include options to purchase the leased asset at the end of the lease term, this is assessed as a part of the Company’s lease classification determination. The Company’s leases have remaining lease terms ranging from 1 month to 19 years. Under ASC 842, the Company recognizes a right-of-use (“ROU”) asset and lease liability to account for its leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized on the commencement date based on the present value of lease payments over the noncancellable lease term. ROU assets are based on the lease liability and are increased by prepaid lease payments and decreased by lease incentives received. Lease incentives are amortized through the lease asset as reductions of expense over the lease term. For leases where the Company is reasonably certain to exercise a renewal option, such option periods have been included in the determination of the Company’s ROU assets and lease liabilities. Leases typically contain rent escalations over the lease term. The Company recognizes expense for these leases on a straight-line basis over the lease term. Some of the leases include rent escalations based on inflation indexes. Operating lease liabilities are calculated using the prevailing index or rate at lease commencement. Subsequent escalations in the index or rate and contingent rental payments are recognized as variable lease expenses. Certain leases require the Company to pay taxes, insurance, maintenance and other operating expenses associated with the leased asset. Such amounts are not included in the measurement of the ROU assets and lease liabilities to the extent they are variable in nature. These variable lease costs are recognized as a variable lease expense when incurred. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As a practical expedient, lease agreements with lease and non-lease components are accounted for as a single lease component for all asset classes. The Company elected the short-term lease recognition exemption for all leases that qualify. Therefore, leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets; instead, lease payments are recognized as lease expense on a straight-line basis over the lease term. The depreciable life of the ROU assets and leasehold improvements are limited by the expected lease term unless the Company is reasonably certain of a transfer of title or purchase option. The Company uses the rate implicit in the lease, when known, to discount future lease payments based on the information available on the commencement date for each lease. If the rate implicit in the lease is not known, the Company uses its incremental borrowing rate as the discount rate. The determination of the incremental borrowing rate requires judgment and is determined using the Company’s current secured borrowing rate, adjusted for various factors aligned with the lease including total lease payments and lease term. The Company subleases portions of its previous headquarters in three separate phases until the lease expires in 2026. Income from the subleased property is recognized on a straight-line basis and presented as a reduction of costs, allocated against general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income (loss). Sublease income for the years ended December 31, 2022, 2021 and 2020 were immaterial. Deferred Financing Costs – Costs incurred in connection with long-term debt financing are deferred and reflected net of notes payable and are amortized to interest expense utilizing the effective-interest method over the term of the related financing. Costs incurred in connection with the refinancing to the delayed draw, revolving credit facility and the amendments to the Receivables Financing Agreement are capitalized and recorded as other assets on the consolidated balance sheets. These costs are being amortized to interest expense on a straight-line basis over the term of each respective credit facility. Intangible Assets – Finite-lived intangible assets are initially recorded at fair value and presented net of accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company is currently amortizing acquired intangible assets, including customer relationships, distributor relationships, non-compete arrangements, business trademarks and technology, over periods ranging between 2.5 years and 25 years. Amortization related acquired patent technology and capitalized patent costs are recorded as a component of cost of revenue and amortization related to acquired business trademarks, customer relationships, distributor relationships, and non-compete arrangements are recorded in amortization of intangible assets in the consolidated statement of operations and comprehensive income (loss). Goodwill – Goodwill represents the excess of consideration transferred over the fair value of tangible and identifiable intangible net assets acquired and the liabilities assumed in a business combination. Substantially all of the Company’s goodwill was recognized in the purchase price allocations when the Company was acquired in 2017 and when Apption Labs was acquired in July 2021, with smaller incremental amounts recognized in subsequent business combinations. Goodwill is not amortized, but is tested for impairment at the reporting unit level annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. In conducting the impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. We currently operate as a single reporting unit under the guidance in Topic 350, Intangibles - Goodwill and Other. When testing goodwill for impairment, the Company has the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If we elect to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that carrying value exceeds its fair value, we perform a quantitative goodwill impairment test. Under the quantitative goodwill impairment test, if our reporting unit’s carrying amount exceeds its fair value, we will record an impairment charge based on that difference. To determine reporting unit fair value as part of the quantitative test, we use a weighting of fair values derived from the income approach and the market approach. Under the income approach, the Company projects the future cash flows and discount these cash flows to reflect their relative risk. The cash flows used are consistent with those the Company uses in its internal planning, which reflects actual business trends experienced and our long-term business strategy. Under the market approach, we use the guideline company method to develop valuation multiples and compare our reporting unit to similar publicly traded companies. In order to further validate the reasonableness of fair value as determined by the income and market approaches described above, a reconciliation to market capitalization is then performed by estimating a reasonable control premium and other market factors. Future changes in the judgments, assumptions and estimates that are used in the impairment testing for goodwill could result in significantly different estimates of fair value. The Company conducts annual goodwill impairment tests in the fourth quarter of each fiscal year or whenever an indicator of impairment exist. For the annual impairment tests conducted in the fourth quarters of 2022 and 2021, the Company performed qualitative assessments of goodwill and determined that it was more likely than not that the fair value of goodwill was greater than its carrying value, therefore the quantitative impairment test was not performed and no impairment of goodwill was recorded in connection with the annual impairment tests. Due to impairment indicators identified during the second and third quarters of 2022, the Company performed interim goodwill impairment tests and concluded that the carrying value of the single reporting unit exceeded its fair value and recorded $222.3 million of non-cash goodwill impairment charges for the fiscal year-ended December 31, 2022. For details associated with the Company's interim goodwill impairment testing, see Note 11 – Goodwill and Intangibles . Impairment of Assets – Long-lived assets, including property, plant, and equipment, operating right-of-use assets, and finite-lived intangible assets subject to amortization, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset or asset group. If impairment exists, the impairment loss is measured and recorded based on discounted estimated future cash flows. In estimating future cash flows, assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of cash flows from other asset groups. The Company concluded there were no indicators of impairment identified at December 31, 2022 and 2021. Fair Value of Financial Instruments – For financial assets and liabilities recorded at fair value on a recurring or non-recurring basis, fair value is the price the Company would receive to sell an asset, or pay to transfer a liability, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction. In determining fair value, observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. These two types of inputs create the following fair value hierarchy: • Level 1: Quoted prices for identical instruments in active markets. • Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level 3: Significant inputs to the valuation model are unobservable. The carrying amounts reported in the Company’s consolidated balance sheets for cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of these instruments. The carrying amounts reported in the Company’s consolidated balance sheets for the variable rate Revolving Credit Facility (defined below) also approximate its fair value. The fair value of the fixed rate First Lien Term Loan Facility (defined below) is not readily determinable, because the information is not available. For details associated with the Company's fair value measurement of financial instruments, see Note 9 – Fair Value Measurements . Contingent Consideration – The purchase consideration associated with the acquisition of Apption Labs Limited (together with its subsidiaries, "Apption Labs") includes contingent cash consideration payable to the sellers based on achievement of certain revenue, earnings, and successful product launch thresholds for fiscal years 2021, 2022 and 2023. The fair value of contingent consideration obligation 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 Company includes the fair value of this contingent obligation in current and non-current contingent consideration in the consolidated balance sheets. At each reporting period, the Company revalues the contingent consideration obligation to its fair value and records increases and decreases in fair value in the change in fair value of contingent consideration in the 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. Revenue Recognition and Sales Returns and Allowances – On January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent related amendments to the ASU (collectively “ASC 606”) using the modified retrospective method applied to contracts that were not completed as of January 1, 2020. Under the modified retrospective method, the company recognized the cumulative effect of initially applying the new revenue standard as a decrease to the opening balance of accumulated deficit. The Company recognizes revenue at the amount to which it expects to be entitled when a contract exists with a customer that specifies the goods and services to be provided at an agreed upon sales price and when the performance obligation is satisfied. The performance obligation for most of the Company’s sales transactions is considered complete when control transfers, which is determined when products are shipped or delivered to the customer depending on the terms of the contract. Sales are made on normal and customary short-term credit terms or upon delivery of point-of-sale transactions. Shipping charges billed to customers are included in net sales and related shipping costs are included in cost of sales. The company has elected to account for shipping and handling activities performed after control has been transferred to the customer as a fulfillment cost. The Company enters into contractual arrangements with customers in the form of individual customer orders which specify the goods, quantity, pricing, and associated order terms. The Company does not have long-term contracts that are satisfied over time. Due to the nature of the contracts, no significant judgment exists in relation to the identification of the customer contract or satisfaction of the performance obligation. The Company expenses incremental costs of obtaining a contract due to the short-term nature of the contracts. The Company has certain contractual programs and practices with customers that can give rise to elements of variable consideration such as customer cooperative advertising and volume incentive rebates. The company estimates the variable consideration using the most likely amount method based on sales and contractual rates with each customer and records the estimated amount of credits for these programs as a reduction to net sales. The Company has entered into contracts with some customers that allow for credits to be claimed for certain matters of operational compliance or for returns to the retail customer from end consumers. Credits that will be issued associated with these items are estimated using the expected value method and are based on actual historical experience and are recorded as a reduction of revenue at the time of recognition or when circumstances change resulting in a change in estimated returns. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company also offers assurance-type warranties relating to its products sold to end customers that are accounted for under ASC Topic 460, Guarantees . See Warranty Costs below. Cost of Revenue – Cost of revenue consists of product costs, including costs of components, costs of products from third-party contract manufacturers of grills, consumables, and accessories, direct and indirect manufacturing costs of wood pellet production, packaging, inbound freight and duties, warehousing and fulfillment, warranty costs, product quality testing and inspection costs, excess and obsolete inventory write-downs, cloud-hosting costs for connected devices, depreciation of tooling and manufacturing equipment, amortization of internal use software and patented technology, and certain employee related expenses. Warranty Costs – The Company generally provides its customers with a three-year limited warranty on residential model pellet grills and a one-year warranty on accessories for defects in material and workmanship under normal use and maintenance. Warranty liabilities are recorded on the basis of grills and accessories sold and reflect management’s estimate of warranty related costs expected to be incurred during the respective unexpired warranty periods. Management’s estimates of warranty costs are based on historical as well as current product replacement and related delivery costs incurred and warranty policies. Warranty claims expense is included in cost of revenue on the accompanying consolidated statements of operations and comprehensive income (loss). Sales and Marketing – Sales and marketing expenses consist primarily of the advertising and marketing of its products and personnel-related expenses, including salaries, benefits and equity-based compensation expense, as well as sales incentives and professional services. These costs are included in selling and marketing expenses within operating expenses in the consolidated statements of operations and comprehensive income (loss). Advertising Costs – The Company incurs non-direct response advertising costs which are expensed as incurred. Advertising expense was $48.4 million, $58.4 million and $30.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, and is included in selling and marketing expense on the accompanying consolidated statements of operations and comprehensive income (loss). General and Administrative – General and administrative expense consist primarily of personnel-related expenses, including salaries, benefits and equity based compensation and facilities for executive, finance, accounting, legal, human resources, and information technology functions. General and administrative expense also includes fees for professional services principally comprised of legal, audit, tax and accounting services, and insurance. These costs are included in general and administrative expenses within operating expenses in the consolidated statements of operations and comprehensive income (loss). Research and Development – Research and development expenses consist primarily of personnel-related expenses, including salaries, benefits and equity-based compensation expense, as well as professional services, prototype materials and software platform costs. Research and development expense was $10.8 million, $18.8 million and $6.8 million for the years ended December 31, 2022, 2021 and 2020, respectively, and is included in general and administrative expenses on the accompanying consolidated statements of operations and comprehensive income (loss). Income Taxes – The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established on deferred tax assets if it is determined by management that it is more-likely-than-not that such deferred tax assets will not be realized. Income and loss for tax purposes may differ from the financial statement amounts and may be allocated to the members on a different basis for tax purposes than for financial statement purposes. The preparation of consolidated financial statements in conformity with ASC 740, Income Taxes , requires the Company to report information regarding its exposure to various tax positions taken by the Company. The Company has determined whether any tax positions have met the recognition threshold and has measured the Company’s exposure to those tax positions. Management believes that the Company has adequately addressed all relevant tax positions and that there are no uncertain tax positions that would require adjustment to the consolidated financial statements to comply with the provisions of the guidance. The Company has elected to record any interest and penalties related to uncertain tax positions within interest expense on the accompanying consolidated statements of operations. No interest and penalties related to uncertain tax positions were recorded for either the year-ended December 31, 2022, 2021 or 2020, respectively. The Company has recorded research and development tax credits that are available for developing new or improved or innovative products, processes, software or inventions. Equity-Based Compensation – The Company recorded equity-based compensation expense related to Class B incentive units awards issued by TGP Holdings LP consistent with the compensation expense associated with the holder of the incentive units. The units granted by TGP Holdings LP have been issued for services performed on behalf of the Company. Therefore, the expense associated with these awards is pushed down to the Company. The incentive unit grants are measured for expensing purposes at the grant date based on the fair value of the award. The incentive unit grants consisted of time-based vesting units, ordinary performance vesting units, and extraordinary performance vesting units. In connection with the completion of the Company’s IPO, the Company recorded equity-based compensation as a result of the acceleration of vesting of all unvested and outstanding Class B Units. In addition, the Company awards equity-based compensation to employees and directors under the Traeger, Inc. 2021 Incentive Award Plan (the “2021 Plan”), which is described in Note 16 – Equity-Based Compensation . The Company measures compensation expense for time-based and performance-based restricted stock unit ("RSU") awards on a straight-line basis over the vesting schedule and on an accelerated attribution basis over the tranche's requisite service period, respectively. In ad |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | The following table disaggregates revenue by product category, geography, and sales channel for the fiscal periods indicated (in thousands): Year-ended December 31, Revenue by product category 2022 2021 2020 Grills $ 355,441 $ 544,200 $ 391,047 Consumables 131,342 136,216 120,247 Accessories 169,118 105,129 34,478 Total revenue $ 655,901 $ 785,545 $ 545,772 Year-ended December 31, Revenue by geography 2022 2021 2020 North America $ 598,839 $ 737,402 $ 529,983 Rest of world 57,062 48,143 15,789 Total revenue $ 655,901 $ 785,545 $ 545,772 Year-ended December 31, Revenue by sales channel 2022 2021 2020 Retail $ 502,884 $ 689,437 $ 506,786 Direct to consumer 153,017 96,108 38,986 Total revenue $ 655,901 $ 785,545 $ 545,772 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES The Company has various lease agreements related to office space, warehouses, vehicles, and office equipment. The leases expire at various dates through 2034, which are primarily accounted for as operating leases. The following table presents the components of lease costs (in thousands): December 31, 2022 Operating lease costs $ 6,476 Variable lease costs 1,561 Short-term lease costs 1,154 The following table presents lease terms and discount rates: December 31, 2022 Weighted average remaining lease term 4.54 Weighted average discount rate 4.28 % At December 31, 2022, future lease payments (receipts) under operating leases were as follows (in thousands): Operating Lease Liabilities Operating Sublease 2023 $ 5,649 $ (1,291) 2024 3,160 (1,979) 2025 2,795 (2,029) 2026 1,499 (1,035) 2027 488 — Thereafter 2,058 — Total lease payments (receipts) 15,649 (6,334) Less: Effect of discounting to net present value (1,463) Present value of lease liabilities $ 14,186 The following table presents supplemental cash flow information (in thousands): December 31, 2022 Cash payments used in operating cash flows from lease arrangements $ 6,313 Right-of-use assets obtained in exchange for new operating lease liabilities $ 21,525 Derecognition of right-of-use assets due to reassessment of lease term $ (596) |
LEASES | LEASES The Company has various lease agreements related to office space, warehouses, vehicles, and office equipment. The leases expire at various dates through 2034, which are primarily accounted for as operating leases. The following table presents the components of lease costs (in thousands): December 31, 2022 Operating lease costs $ 6,476 Variable lease costs 1,561 Short-term lease costs 1,154 The following table presents lease terms and discount rates: December 31, 2022 Weighted average remaining lease term 4.54 Weighted average discount rate 4.28 % At December 31, 2022, future lease payments (receipts) under operating leases were as follows (in thousands): Operating Lease Liabilities Operating Sublease 2023 $ 5,649 $ (1,291) 2024 3,160 (1,979) 2025 2,795 (2,029) 2026 1,499 (1,035) 2027 488 — Thereafter 2,058 — Total lease payments (receipts) 15,649 (6,334) Less: Effect of discounting to net present value (1,463) Present value of lease liabilities $ 14,186 The following table presents supplemental cash flow information (in thousands): December 31, 2022 Cash payments used in operating cash flows from lease arrangements $ 6,313 Right-of-use assets obtained in exchange for new operating lease liabilities $ 21,525 Derecognition of right-of-use assets due to reassessment of lease term $ (596) |
ACCOUNTS RECEIVABLES, NET
ACCOUNTS RECEIVABLES, NET | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ACCOUNTS RECEIVABLES, NET | Accounts receivables, net consists of the following (in thousands): December 31, 2022 2021 Trade accounts receivable $ 56,822 $ 108,620 Allowance for doubtful accounts (867) (1,090) Reserve for returns, discounts and allowances (13,905) (14,603) Total accounts receivable, net $ 42,050 $ 92,927 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | Inventories consisted of the following (in thousands): December 31, 2022 2021 Raw materials $ 7,110 $ 3,106 Work in process 12,155 11,523 Finished goods 134,206 126,911 Inventories $ 153,471 $ 141,540 Included within inventories are adjustments of $1.3 million and $0.7 million for the years ended December 31, 2022 and 2021, respectively, to record inventory to net realizable value. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | Accrued expenses consisted of the following (in thousands): December 31, 2022 2021 Accrual for inventories in-transit $ 7,987 $ 28,536 Warranty accrual 7,368 8,326 Accrued compensation and bonus 4,499 7,025 Other 32,441 25,886 Accrued expenses $ 52,295 $ 69,773 The changes in the Company’s warranty accrual, included in accrued expenses on the accompanying consolidated balance sheets, were as follows for the fiscal periods indicated (in thousands): December 31, 2022 2021 2020 Warranty accrual, beginning of period $ 8,326 $ 6,728 $ 4,798 Warranty claims (7,601) (7,693) (6,773) Warranty costs accrued 6,643 9,291 8,703 Warranty accrual, end of period $ 7,368 $ 8,326 $ 6,728 |
DERIVATIVES
DERIVATIVES | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | Interest Rate Swap On February 25, 2022, the Company entered into a floating-to-fixed interest rate swap agreement to hedge or otherwise protect against the Eurocurrency Base Rate (as defined in the First Lien Credit Agreement) fluctuations on a portion of the Company's variable rate debt. The agreement provides for a notional amount of $379.2 million, fixed rate of 2.08% and a maturity date of February 28, 2026. This agreement was designated as a cash flow hedge on the exposure of the variability of future cash flows subject to the variable monthly interest rates on $379.2 million of the term loan portion under the First Lien Term Loan Facility (as defined below). The Company assessed hedge effectiveness at the time of entering into the agreement, utilizing a regression analysis, and determined the hedge is expected to be highly effective. As a cash flow hedge, the interest rate swap is revalued at current market rates, with the changes in valuation being recorded in other comprehensive income within the consolidated statements of operations and comprehensive income (loss), to the extent that the hedge is effective. The gains or losses on the interest rate swaps are recorded in accumulated other comprehensive income (loss) within the consolidated balance sheets and are reclassified into interest expense in the periods in which the interest rate swap affects earnings. The cash flows related to interest settlements and changes in valuation are classified consistent with the treatment of the hedged monthly interest payments generally as operating activities on the consolidated statement of cash flows. The Company evaluates hedge effectiveness of the interest rate swap quarterly, or more frequently if necessary, by verifying the critical terms of the interest rate swap continue to match the critical terms of the hedged monthly interest payments and the hedge was expected to be highly effective as of December 31, 2022. Thus, the change in fair value of the derivative instrument offsets the change in fair value on the hedged debt, and there is no ineffectiveness to be recorded in earnings. As of December 31, 2022, the net asset balance derived from the monthly interest settlements related to the single cash flow hedge contract was $23.4 million. In January 2023, the Company elected quarterly interest payments on the term loan portion under the First Lien Term Loan Facility (as defined below). As a result, the Company evaluated hedge effectiveness of the interest rate swap and determined the critical terms of the interest rate swap do not match the critical terms of the hedged debt interest payments. The Company will record the gain on the interest rate swaps in accumulated other comprehensive income (loss) within the consolidated balance sheets and will reclassify into net interest expense within the consolidated statements of operations and comprehensive income (loss). Realized loss and unrealized gain from the interest rate swap were recorded in interest expense and other comprehensive income, respectively, within the consolidated statements of operations and comprehensive income (loss) as follows (in thousands): December 31, 2022 2021 2020 Realized loss $ (24) $ — $ — Unrealized gain 23,410 — — Total gain $ 23,386 $ — $ — Foreign Currency Contracts The Company is exposed to foreign currency exchange rate risk related to its purchases and international operations. The Company utilizes foreign currency contracts to manage foreign currency risk in purchasing inventory and capital equipment, and future settlement of foreign denominated assets and liabilities. The volume of the Company’s foreign currency contract activity is limited by the amount of transaction exposure in each foreign currency and the Company’s election as to whether to hedge the transactions. There are no derivative instruments entered into for speculative purposes. The Company had outstanding foreign currency contracts as of December 31, 2022 and 2021. 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 sheets and for periods where the net position is a liability balance, the balance is recorded within derivative liabilities on the consolidated balance sheets. Changes in the net fair value of contracts are recorded in other expense, net in the consolidated statements of operations. The gross and net balances from foreign currency contract positions were as follows (in thousands): December 31, 2022 2021 Gross Asset Fair Value $ — $ 1,439 Gross Liability Fair Value 1,001 — Net Fair Value $ 1,001 $ 1,439 Gains (losses) from foreign currency contracts were recorded in other income (expense), net within the accompanying consolidated statements of operations and comprehensive income (loss) as follows for the fiscal periods indicated (in thousands): December 31, 2022 2021 2020 Realized gain (loss) $ (1,527) $ 8,199 $ 1,512 Unrealized gain (loss) (2,396) (4,821) 6,087 Total gain (loss) $ (3,923) $ 3,378 $ 7,599 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | The following table presents information about the fair value measurement of the Company’s financial instruments (in thousands): As of December 31, Financial Instruments Recorded at Fair Value on a Recurring Basis: Fair Value Measurement Level 2022 2021 Assets: Derivative assets—foreign currency contracts (1) 2 $ — $ 1,439 Derivative assets—interest rate swap contract (2) 2 23,410 — Total assets $ 23,410 $ 1,439 Liabilities: Derivative liabilities—foreign currency contracts (3) 2 $ 1,001 $ — Contingent consideration—earn out (4) 3 22,747 25,300 Total liabilities $ 23,748 $ 25,300 (1) Included in prepaid expenses and other current assets in the consolidated balance sheets (2) Included in prepaid expenses and other current assets and other non-current assets in the consolidated balance sheets (3) Included in other current liabilities in the consolidated balance sheets (4) Included in current and non-current contingent consideration in the consolidated balance sheets 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. For the years ended December 31, 2022 and 2021, 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 and liabilities 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 value of the Company's interest rate swap contract held with a financial institution is classified as a Level 2 financial instrument, which is valued using observable underlying interest rates and market-determined risk premiums at the reporting date. On November 10, 2022, the Company entered into the second amendment to the share purchase agreement associated with the Apption Labs business combination to extend the earn out period through the end of fiscal year 2023. This amendment also modified the contingent consideration calculation associated with the achievement of certain revenue, earnings, and successful product launch thresholds for fiscal years 2022 and 2023. The remaining undiscounted amounts the Company may be required to pay under the contingent consideration arrangement is $27.4 million, becoming due during the first half of fiscal years 2023 and 2024. The fair values of the Company's contingent consideration earn out obligation is estimated using a Black Scholes model. Key assumptions used in these estimates include the weighted average cost of capital and the probability assessments with respect to the likelihood of achieving the forecasted performance targets 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 change in fair value of contingent consideration in our accompanying 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 of contingent consideration (in thousands): Balance at December 31, 2021 $ 25,300 Payments of contingent consideration (12,555) Adjustments to fair value of contingent consideration 10,002 Balance at December 31, 2022 $ 22,747 The following financial instruments are recorded at their carrying amount (in thousands): As of December 31, 2022 As of December 31, 2021 Financial Instruments Recorded at Carrying Amount: Carrying Estimated Carrying Estimated Liabilities: Debt—Credit Facilities (1) $ 476,070 $ 393,236 $ 388,195 $ 386,139 Total liabilities $ 476,070 $ 393,236 $ 388,195 $ 386,139 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | Property, plant, and equipment consisted of the following (in thousands): December 31, 2022 2021 Land and buildings $ 1,472 $ 1,472 Machinery and equipment 22,371 19,227 Leasehold improvements 9,538 7,891 Office equipment and fixtures 16,362 9,400 Vehicles 3,122 2,876 Computer software and hardware 21,668 13,473 74,533 54,339 Plus construction in progress 19,353 27,359 Less accumulated depreciation (38,376) (26,221) Property, plant, and equipment, net $ 55,510 $ 55,477 Depreciation expense related to property, plant, and equipment recorded in cost of revenue was $6.2 million, $4.0 million and $3.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. Depreciation expense related to property, plant, and equipment recorded in general and administrative expense was $7.6 million, $5.2 million and $4.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLES | Goodwill was $74.7 million and $297.0 million as of December 31, 2022 and 2021, respectively. The amount of goodwill is primarily attributable to the allocations of the purchase price from the Transaction (as defined below) on September 25, 2017 and the acquisition of Apption Labs on July 2021. As a result of sustained decreases in the Company’s publicly quoted share price, market capitalization and lower than expected operating results, the Company conducted an impairment analysis of its goodwill and long-lived assets. As a result of this analysis, the Company concluded there were no events or changes in circumstances which indicated that the carrying value of its long-lived assets may not be recoverable. However, the Company did identify indicators of goodwill impairment for the single reporting unit and concluded that a triggering event had occurred which required an interim goodwill impairment assessment during the second and third quarters of fiscal year 2022. The primary indicators of impairment were attributable to the adverse impacts from the macroeconomic conditions such as inflationary pressures and supply chain disruption, unfavorable demand, and the sustained decreases in the Company’s publicly quoted share price and market capitalization. As a result of these factors, the operating results were lower than expected. The Company estimated the reporting unit's fair value under an income and market approach using a discounted cash flow model and guideline company model, respectively. The income approach used the reporting unit's projections of estimated operating results and cash flows that were discounted using a market participant discount rate based on the weighted-average cost of capital. The main assumptions supporting the cash flow projections include, but are not limited to, revenue growth, margins, discount rate, and terminal growth rate. The financial projections reflect management's best estimate of economic and market conditions over the projected period, including forecasted revenue growth, margins, capital expenditures, depreciation, and amortization. Under the market approach, the Company uses the guideline company method to develop valuation multiples and compare the single reporting unit to similar publicly traded companies. As a result of the interim quantitative impairment assessments, the carrying value of the single reporting unit exceeded its fair value, and the Company recorded $222.3 million of non-cash goodwill impairment charge during the fiscal year ended December 31, 2022. Intangible assets consisted of the following at the dates indicated below (dollars in thousands): December 31, 2022 Weighted Gross Accumulated Net Book Customer relationships 17 $ 378,394 $ (116,857) $ 261,536 Trademark 24 281,700 (58,271) 223,429 Technology 5 36,300 (12,700) 23,600 Distributor relationships 8 2,400 (450) 1,950 Non-compete arrangements 2.5 700 (420) 280 Favorable lease position 8 51 (35) 16 Other intangible assets 11 2,519 (473) 2,047 Total $ 702,064 $ (189,206) $ 512,858 December 31, 2021 Weighted Gross Accumulated Net Book Customer relationships 17 $ 378,394 $ (94,251) $ 284,143 Trademark 24 281,700 (45,941) 235,759 Technology 5 36,300 (5,668) 30,632 Distributor relationships 8 2,400 (150) 2,250 Non-compete arrangements 2.5 700 (140) 560 Favorable lease position 8 51 (29) 22 Other intangible assets 11 2,089 (304) 1,785 Total $ 701,634 $ (146,483) $ 555,151 The preponderance of the customer relationships and trademark were pushed down from the purchase accounting in the Transaction (as defined below) in 2017. Estimated annual amortization expense for the next five years and thereafter for the years ending December 31, (in thousands): 2023 $ 42,728 2024 42,289 2025 41,835 2026 38,582 2027 35,354 Thereafter 311,334 $ 512,122 Amortization expense related to intangible assets recorded in cost of revenue was $7.2 million, $4.0 million and $0.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. Amortization expense related to intangible assets |
RECEIVABLES FINANCING AGREEMENT
RECEIVABLES FINANCING AGREEMENT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
RECEIVABLES FINANCING AGREEMENT | On November 2, 2020, the Company entered into a receivables financing agreement (the “Receivables Financing Agreement”). Through the Receivables Financing Agreement, the Company participates in a trade receivables securitization program administered on its behalf by MUFG Bank Ltd. ("MUFG") Through this arrangement, the Company has secured short-term capital requirements financing using outstanding accounts receivable balances as collateral, which have been contributed by the Company to a wholly owned subsidiary, Traeger SPE LLC. As a special purpose entity (the “SPE”), Traeger SPE LLC has been structured so that its assets (substantively the accounts receivable contributed by the Company to the SPE) are outside the reach of other creditors, including the lenders under the Company's New First Lien Credit Agreement. While the Company provides services to the SPE through continuing involvement in the aspects of collection and cash application of the receivables, the receivables are owned by the SPE once contributed to it by the Company. The Company is the primary beneficiary and holds all equity interests of the SPE, thus the Company consolidates the SPE without any significant judgments. On June 29, 2021, the Company entered into Amendment No. 1 to the Receivables Financing Agreement (the "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. Absent any cash advances that exceed the SPE’s available cash, the SPE collects proceeds from the receivables and transfers available cash to the Company on a regular basis. The Company is required to pay an 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 0.50%. The facility is set to terminate on June 29, 2024. The Company was in compliance with the covenants under the Receivables Financing Agreement as of December 31, 2022. As of December 31, 2022, the Company has drawn down on its accounts receivable facility in the amount of $11.7 million for general corporate and working capital purposes. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Unconditional purchase commitments The Company has unconditional purchase commitments for cloud-hosting costs, software licenses, and other professional fees. Future minimum payments under these unconditional purchase commitments are as follows as of December 31, (in thousands): 2023 $ 3,112 2024 2,618 2025 342 2026 — 2027 — Thereafter — Total future minimum payments $ 6,072 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. |
RETIREMENT PLAN
RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLAN | The Company maintains a defined contribution retirement plan (“401(k) plan”) for all full-time employees in the United States. This 401(k) plan allows employees to contribute a portion of their eligible compensation up to the certain maximum dollar limits set by the Internal Revenue Service. The Company made matching contributions to the 401(k) plan of $2.3 million, $1.6 million and $1.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. The expenses are recorded consistent with the payroll expense associated to each individual employee to whom the matching contributions pertains. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | Incentive Units 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 was formed. 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 directors of TGP Holdings GP Corp, a Delaware corporation and the then-general partner of TGP Holdings LP, 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. Restricted Stock Unit Awards The Traeger, Inc. 2021 Incentive Award Plan (the "2021 Plan"), became effective as of July 28, 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 consultants and directors of the Company and its subsidiaries. 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. On January 1, 2022, an additional 5,877,395 shares of common stock became available for issuance under awards granted pursuant to the 2021 Plan, as a result of the operation of an automatic annual increase provision in the 2021 Plan. 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. On July 20, 2021, the board of directors approved grants of 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 7,782,957 shares RSUs underlying the CEO Awards and 4,380,285 underlying the IPO RSUs granted to other employees, directors, and certain non-employees. CEO Awards The awards include a combination of time-based and performance-based RSUs. Specifically, time-based RSUs covering 2,594,319 shares ("RSU CEO Award") and performance-based RSUs ("PSUs") covering 5,188,638 shares ("PSU CEO Award") were granted to the CEO. RSU CEO Award 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 as its CEO or executive chairman of its board of directors. Upon a termination of the CEO’s service by the Company without cause, by the CEO for good reason, or due to the CEO’s disability (each as defined in his award agreement) or due to his death (each, a “CEO Qualifying Termination”), then, subject to the CEO’s (or his estate’s) timely execution and non-revocation of a general release of claims and continued compliance with the restrictive covenants to which the CEO is bound through the effective date of the general release of claims, any unvested portion of the RSU CEO Award will vest. To the extent any of the RSU CEO Award vests, the CEO must hold the vested and settled shares for two years following their vesting date, subject to certain exceptions set forth in the award agreement. PSU CEO Award 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 vesting tranche of the PSU CEO Award has been earned based upon achievement of the applicable stock price goal and has vested in accordance with the Letter Agreement (as described below). Other than the first vesting tranche, 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 continued 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 Upon a CEO Qualifying Termination, then, subject to the CEO’s (or his estate’s) timely execution and non-revocation of a general release of claims and continued compliance with the restrictive covenants to which the CEO is bound, any previously earned PSUs subject to the CEO PSU Award will vest, and any remaining PSUs that were not previously earned will be forfeited and terminated without consideration. To the extent any of the PSUs subject to the CEO PSU Award vest, the CEO must hold such vested shares for two years following their vesting date, subject to certain exceptions set forth in the award agreement. If the CEO experiences a termination of service other than a CEO Qualifying Termination, all PSUs (including earned PSUs) subject to the PSU CEO Award which have not become vested will be automatically forfeited and terminated as of the termination date without consideration. In the event the Company incurs a change in control, then any previously-earned PSUs will vest and any remaining PSUs will vest based on the price per share received by or payable with respect to the common stockholders in connection with the transaction, pro-rated to reflect a price per share that falls between two stock price goals. PSUs that remain unvested as of the expiration date automatically will be forfeited and terminated without consideration. Letter Agreement On August 31, 2022, the board of directors approved a letter agreement between the Company and the Company’s CEO (the “Letter Agreement”) intended to facilitate a personal tax planning initiative. The Letter Agreement provided for the accelerated vesting of 2,075,455 unvested shares subject to the RSUs CEO Award and 518,864 earned but unvested shared subject to the PSU CEO Award, and required the CEO to pay the withholding tax associated with the acceleration of the awards by cash or check, rather than by selling vested shares to cover the tax obligation with respect to such accelerated vesting. In addition, the Letter Agreement imposes certain clawback rights intended to maintain the retention incentives of the RSU CEO Award and the PSU CEO Award by mirroring their former vesting schedule. If the CEO experiences a termination of service, other than due to a qualifying termination (as defined in the applicable award agreements), prior to an original vesting date of an RSU or PSU, the CEO will forfeit and return to the Company that number of shares of the Company’s common stock that would not otherwise have vested pursuant to the terms of the original award agreements or, if he has disposed of or transferred such shares, he will deliver to the Company the corresponding value of those shares plus any gain realized in connection with such sale or other transfer. The approval for the acceleration of vesting was determined to be a modification and therefore, the Company evaluated each of the modified awards to determine the necessary accounting treatment. Vesting of the awards was assessed as probable immediately prior to and after the modification resulting in an acceleration of the remaining expense based on the original grant date fair value. As a result of the modification, the Company recorded approximately $39.4 million of accelerated equity-based compensation for the year ended December 31, 2022. Other IPO Awards 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") granted to certain senior-level executives of the Company. IPO RSUs The IPO RSUs vest based on certain time-based conditions set forth in the applicable award agreement. IPO RSUs granted to certain senior executives of the Company were originally eligible to vest as to 50% of the underlying shares on each of the third and fourth anniversaries of the closing of the IPO, subject to continued employment with the Company or one of its subsidiaries. Amendments to RSUs In August 2022, the Board approved an amendment to the vesting schedule applicable to the IPO RSUs held by certain executives and other employees. Pursuant to the amendment, the IPO RSUs are eligible to vest as to one-third of the underlying shares on each of the first, second and third anniversaries of the closing of the IPO, subject to continued employment with the Company or one of its subsidiaries. In addition, in August 2022, the Board approved an amendment to RSUs previously granted to certain employees impacted by the Company’s reduction in workforce. The amendment provided for accelerated vesting of one-third of the RSUs underlying each award then-held by such employees upon any termination of service (as defined in the 2021 Plan), subject to the holder’s timely execution and delivery to the Company (and, as applicable, non-revocation) of a general release of claims in favor of the Company. The approval for the amendment to the vesting schedule was determined to be a modification and therefore, the Company evaluated each of the modified awards to determine the necessary accounting treatment. Awards where vesting was probable prior to and after the modification resulted in an acceleration of a portion of the remaining expense, consistent with the accelerated vesting schedule, based on the original grant date fair value. Awards where vesting was not probable prior to modification resulted in remeasurement of the fair value as of the modification date, which resulted in a decrease in total fair value of awards of approximately $6.7 million due to a decrease in the fair value between the original grant date and the modification date. Due to the decrease in the fair value between the original grant date and modification date, the Company recorded a cumulative-effect adjustment. As a result of the accelerated vesting schedule, net of the cumulative-effect adjustment, the Company recorded $1.1 million of accelerated equity-based compensation for the year ended December 31, 2022. IPO PSUs 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. Once earned, the applicable IPO PSU will vest as to (i) 50% of the earned PSUs upon the later of the first anniversary of the closing of the IPO or the achievement of the applicable stock price goal and (ii) 50% of the earned PSUs upon the later of the second anniversary of the closing of the IPO or the first anniversary of when the respective stock price goal is achieved with respect to the applicable vesting tranche, in each case, subject to continued employment with the Company or one of its subsidiaries. Upon a termination of employment due to an executive’s disability (each defined in the applicable award agreement) or due to his or her death, then, subject to such executive’s (or his or her estate’s) timely execution and non-revocation of a general release of claims and continued compliance with the restrictive covenants to which such executive is bound, any previously earned PSUs subject to the IPO PSUs will vest, and any remaining PSUs subject to the IPO PSU award that were not previously earned will be automatically forfeited and terminated as of the termination date without consideration. In the event the Company incurs a change in control, then any previously-earned PSUs will vest and any remaining PSUs will vest based on the price per share received by or payable with respect to the common stockholders in connection with the transaction, pro-rated to reflect a price per share that falls between two stock price goals. PSUs that remain unvested as of the expiration date automatically will be forfeited and terminated without consideration. For RSUs and PSUs, the compensation expense is recognized on a straight-line basis over the vesting schedule and on an accelerated 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 PSUs 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 for the year ended December 31, 2022 was as follows: Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 6,274,860 $ 18.08 Modified (449,179) 18.05 Granted 4,991,392 3.69 Vested (4,044,296) 17.55 Forfeited (848,942) 15.24 Outstanding at December 31, 2022 5,923,835 $ 6.73 As of December 31, 2022, the Company had $31.5 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 2.05 years. A summary of the performance-based restricted stock unit activity during the year ended December 31, 2022 was as follows: Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 5,933,636 $ 13.25 Granted — 0.00 Vested (1,037,728) 16.52 Forfeited (181,666) 11.84 Outstanding at December 31, 2022 4,714,242 $ 12.59 As of December 31, 2022, the Company had $37.0 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 3.22 years. Summary of Equity-Based Compensation The Company's equity-based compensation was classified as follows in the accompanying consolidated statements of operations and comprehensive income (loss) for the fiscal periods indicated (in thousands): Year-ended December 31, 2022 2021 2020 Cost of revenue $ 202 $ 947 $ 88 Sales and marketing 3,796 16,401 2,575 General and administrative 83,699 63,764 10,147 Total equity-based compensation $ 87,697 $ 81,112 $ 12,810 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of income (loss) before income taxes were as follows for the fiscal periods indicated (in thousands): Year-ended 2022 2021 2020 Domestic $ (380,014) $ (83,172) $ 30,888 Foreign (940) (7,106) 911 Income (loss) before provision for income taxes $ (380,954) $ (90,278) $ 31,799 Provision for income taxes consisted of the following components for the fiscal periods indicated (in thousands): Year-ended 2022 2021 2020 Current: Federal $ 241 $ 124 $ — State 8 208 678 Foreign 2,247 2,095 121 Total current tax expense $ 2,496 $ 2,427 $ 799 Deferred expense: Federal $ — $ 1 $ — State — — — Foreign (1,310) (939) (50) Total deferred tax benefit $ (1,310) $ (938) $ (50) Provision for income taxes $ 1,186 $ 1,489 $ 749 Reconciliations of the differences between the effective and statutory income tax rates are as follows for the fiscal periods indicated: Year-ended 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 3.2 3.7 3.3 Foreign rate differential (0.1) (2.0) 0.2 Equity-based compensation (3.8) (14.3) 9.9 Global intangible low-taxed income (0.6) (1.6) — Non-deductible items (1.1) (1.1) 0.5 Research and development credits 0.1 0.6 (0.7) Change in partnership investment (0.9) (3.0) — Changes in valuation allowance (19.5) (5.4) (33.9) Changes in tax rates — (0.7) (0.5) Other 1.4 1.0 2.6 (0.3) % (1.7) % 2.4 % The differences between the U.S. statutory rate and the Company’s effective tax rate for the years ended December 31, 2022, 2021, and 2020 are primarily due to the changes in valuation allowance, state taxes, and equity-based compensation. The amounts that comprised deferred income tax assets, net are as follows for the fiscal periods indicated (in thousands): Year-ended 2022 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 30,785 $ 19,483 $ 16,807 Sec. 163(j) interest 9,948 3,342 2,998 Tax credits 1,516 1,206 725 Equity-based compensation 1 68 — Property and equipment 78 — 34 Deferred compensation — 722 — Operating lease liabilities 168 — — Investments 55,952 340 — Other 180 — — Less: valuation allowance (98,211) (25,092) (20,384) Total deferred tax assets $ 417 $ 69 $ 180 Deferred tax liabilities: Property and equipment $ (645) $ (229) $ — Intangible assets (9,971) (11,513) — Investments — — (146) Operating right-of-use assets (171) — — Total deferred tax liabilities $ (10,787) $ (11,742) $ (146) Net deferred tax asset (liability) $ (10,370) $ (11,673) $ 34 As of December 31, 2022, the Company has net operating loss carryforwards of approximately $121.8 million for federal income tax purposes, which will be available to offset future taxable income. Due to recent tax legislation, approximately $95.3 million of these net operating losses are eligible for indefinite carryforward, limited by certain taxable income limitations. The federal net operating losses will begin to expire in 2037 if not utilized. The Company is not aware of any restrictions or limitations on use of the net operating losses under Internal Revenue Code Section 382. The Company has net operating loss carryforwards of approximately $69.1 million for state income tax purposes, which will be available to offset future taxable income. The state net operating losses will begin to expire in 2023 if not utilized. Due to cumulative losses, the Company has recorded a valuation allowance against its net deferred tax assets as of December 31, 2022, 2021 and 2020, respectively. The Company also has federal research and development tax credit carryforwards of $2.1 million and state research and development tax credit carryforwards of $0.5 million, which begin to expire in 2038 and 2032, respectively, if not utilized. On December 22, 2017, tax reform legislation referred to as the Tax Cuts and Jobs Act (the “Tax Act”) was enacted in the United States. The Tax Act significantly revised U.S. federal income tax law, including by lowering the corporate income tax rate to 21%, limiting the deductibility of interest expense, implementing a modified territorial tax system and imposing a one-time repatriation tax on deemed repatriated untaxed earnings and profits of U.S.-owned foreign subsidiaries. The Tax Act also enacted provisions for the taxation of Global Intangible Low-Taxed Income (“GILTI”). In 2018, the Company adopted an accounting policy to recognize GILTI as an expense in the period incurred. As such, the Company will not provide for any deferred tax assets or liabilities related to GILTI. The Company annually conducts an analysis of its tax positions and does not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. A tax benefit is recognized only if it is more likely than not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the position. For such positions, the largest benefit that has a greater than 50% likelihood of being realized upon settlement is recognized in the financial statements. The following summarizes activity related to unrecognized tax benefits for the fiscal periods indicated (in thousands): Year-ended 2022 2021 2020 Unrecognized benefit—beginning of the year $ 908 $ — $ — Gross increases—current period positions 196 908 — Gross decreases—prior period positions (48) — — Unrecognized benefit—end of the year $ 1,056 $ 908 $ — The Company does not expect any significant change in its unrecognized tax benefits within the next 12 months. At December 31, 2022, the Company had $1.1 million of total unrecognized tax benefits recorded against research and development tax credit carryforwards, none of which would impact the effective tax rate if recognized. The Company has elected to recognize interest and penalties related to uncertain tax positions as a component of interest expense from continuing operations in the accompanying consolidated statements of operations and comprehensive income (loss). No interest or penalties have been recorded through the year ended December 31, 2022. The Company files tax returns in the United States and in various foreign and state jurisdictions. All of the Company's tax years remain open to examination by major taxing jurisdictions to which the Company is subject, as carryforward attributes generated in past years may still be adjusted upon examination by the Internal Revenue Service or state and foreign tax authorities if they have or will be used in future periods. The Company is not under examination by any jurisdiction as of December 31, 2022. With few exceptions, the Company is no longer subject to U.S. federal, state, or local income tax examinations by tax authorities for years before 2019. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | The 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 $6.4 million, $10.1 million and $6.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. Amounts payable to the third party at December 31, 2022 and 2021 was $0.4 million and $1.2 million, respectively. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | The 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 for the fiscal periods indicated (in thousands, except share and per share amounts): Year-ended December 31, 2022 2021 2020 Net income (loss) $ (382,140) $ (91,767) $ 31,050 Weighted-average common shares outstanding—basic (1) 119,698,776 112,374,669 108,724,387 Effect of dilutive securities: Restricted stock units — — — Weighted-average common shares outstanding—diluted (1) 119,698,776 112,374,669 108,724,387 Earnings (loss) per share Basic $ (3.19) $ (0.82) $ 0.29 Diluted $ (3.19) $ (0.82) $ 0.29 (1) For the year ended December 31, 2020, the Company retrospectively applied shares of common stock outstanding upon the Corporate Conversion, immediately prior to the IPO. Refer to Note 1 – Description of Business and Basis of Presentation for a description of the Corporate Conversion. 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 for the fiscal periods indicated: Year-ended December 31, 2022 2021 2020 Restricted stock units 10,638,077 12,208,496 — |
RESTRUCTURING PLAN
RESTRUCTURING PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING PLAN | RESTRUCTURING PLAN In July 2022, the Board approved a restructuring plan (the "2022 restructuring plan") as part of its efforts to reduce the Company’s costs and drive long-term operational efficiencies due to challenging macroeconomic pressures. As part of the 2022 restructuring plan, the Company eliminated approximately 14% of its global headcount, suspended operations of Traeger Provisions (the Company's premium frozen meal kit business), and postponed nearshoring efforts to manufacture product in Mexico. These actions were substantially completed in the third quarter of fiscal 2022. The following table summarizes the costs recorded in the consolidated statements of operations and comprehensive income (loss) in connection with the 2022 restructuring plan (in thousands): Year-ended December 31, 2022 Costs recorded in cost of revenue: Inventory write-off and contract cancellation costs $ 2,218 Total costs recorded in cost of revenue 2,218 Costs recorded in restructuring costs: Employee related costs 2,261 Contract exit costs 5,511 Other restructuring related costs 1,552 Total costs recorded in restructuring costs 9,324 Total restructuring costs $ 11,542 A summary of the activity in the restructuring reserve in connection with the Company's 2022 restructuring plan recorded in accrued expenses within the condensed consolidated balance sheets as follows (in thousands): Employee Related Costs Contract Exit Costs Other Restructuring Related Costs Balance at December 31, 2021 $ — $ — $ — Net additions charged to expense 2,262 7,506 — Cash payments against reserve (2,127) (4,553) — Balance at December 31, 2022 $ 135 $ 2,953 $ — |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). |
Principles of Consolidation | The accompanying 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 consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates and assumptions made by management that present the greatest amount of estimation uncertainty include the fair value of contingent consideration obligations, customer credits and returns, 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. |
Cash and Cash Equivalents | The Company considers cash on deposit and short-term investments with remaining maturities at acquisition of three months or less to be cash and cash equivalents. Restricted Cash – The Company considers cash to be restricted when withdrawal or general use is legally restricted. The restricted cash balance is associated with borrowings from the delayed draw term loan facility which are restricted in use. The Company anticipates utilizing these borrowings to settle the contingent consideration obligation. |
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. |
Accounts Receivable, Net | The Company reports its accounts receivable based on the amount that is expected to be collected from its sales to customers. The accounts receivable balance is comprised of the amounts invoiced to customers and reduced by an allowance for doubtful accounts, accrued sales discounts and a credit reserve for sales returns and allowances. The Company performs on-going credit evaluations of its customers and in certain instances may deploy third-party collection efforts. Generally, the Company does not require collateral in its transactions with customers. The Company determines its allowance for doubtful accounts and credit reserve for sales returns and allowances based on management’s evaluation of the accounts receivable aging, past credit and collection history, and product returns and discounts history. Adjustments to the allowance for doubtful accounts for amounts related to known credit events that would affect a customer’s ability to pay are charged to bad debt expense, otherwise any adjustment is recorded as a reduction to net sales. Interest is not accrued on outstanding accounts receivable balances. |
Inventories | Inventories consist of finished goods, work-in-process and raw materials. Inventories are stated at the lower of cost or net realizable value, with cost for raw materials and finished goods stated as an approximate cost determined on the first-in first-out basis. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Assessments to value the inventory at the lower of the average cost to purchase the inventory, or the net realizable value of the inventory, are based upon assumptions about future demand, physical deterioration, changes in price levels and market conditions. As a result of the Company’s assessments, when the net realizable value of inventory is less than the carrying value, the inventory cost is written down to the net realizable value and the write down is recorded as a charge to cost of revenue. Inventories include indirect acquisition and production costs that are incurred to bring the inventories to their present condition and location. Inventories are recorded net of reserves for obsolescence. Once established, the original cost of the inventory less the related inventory reserve represents the new cost basis of such products. |
Derivative Instruments | The Company is exposed to the impact of changes in foreign currency exchange rates, and benchmark interest rates. The Company uses foreign exchange option contracts for the purpose of economically hedging exposure to changes in currency fluctuations between the U.S. Dollar and the Chinese Renminbi, as well as a floating-to-fixed interest rate swap agreement to hedge a portion of the Company's variable rate debt. The Company accounts for these contracts in accordance with FASB ASC 815, Derivatives and Hedging , which requires that all derivatives be recognized at fair value in the consolidated balance sheets, and that corresponding gains and losses are recognized in other income (expense) in the consolidated statements of operations and comprehensive income (loss). The Company applies hedge accounting to the interest rate swap agreement and does not apply hedge accounting to the foreign exchange option contracts. |
Property, Plant, and Equipment | Property, plant, and equipment is stated at cost less accumulated depreciation and amortization. Additions and betterments to property, plant, and equipment that improve economic performance, extend the useful life, or improve the quality of units or services produced of the component asset are capitalized. The Company does not depreciate amounts recorded for land. Depreciation and amortization on individual components of property is computed using the straight-line method over the estimated useful lives of the assets as follows: Years Buildings 15 Machinery and equipment 5-20 Leasehold improvements Shorter of useful lives or lease term Office equipment and fixtures 2-10 Vehicles 2-10 Computer hardware and software 3-5 When assets are sold or otherwise disposed of, the cost and related accumulated depreciation or amortization are derecognized from the respective accounts, and any remaining carrying value is included in depreciation expense in the consolidated statements of operations if retired, or if sold, the resulting gain or loss is recognized in other income in the consolidated statements of operations and comprehensive income (loss). The cost of maintenance and repairs are expensed as incurred. The Company capitalizes costs for internal-use software incurred during the application development stage. Software costs related to preliminary project activities and post implementation activities are expensed as incurred. The Company capitalizes costs incurred for software purchases and certain costs related to website development. Capitalized costs related to internal-use software, software purchases and website development are amortized on a straight-line basis over the estimated useful life of the software, not to exceed three years. Capitalized costs less accumulated amortization are included within property, plant, and equipment, net on the consolidated balance sheets. Leases – The Company primarily leases office space, vehicles, and equipment from third parties. The Company determines if a contract is a lease at inception. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The lease term begins on the commencement date, which is the date the Company takes possession of the asset, and may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Certain of the Company’s leases contain renewal options for varying periods, which can be exercised both by mutual agreement and at the Company’s sole discretion. Leases are classified as operating or finance leases based on factors such as the lease term, lease payments, and the economic life, fair value and estimated residual value of the asset. Where leases include options to purchase the leased asset at the end of the lease term, this is assessed as a part of the Company’s lease classification determination. The Company’s leases have remaining lease terms ranging from 1 month to 19 years. Under ASC 842, the Company recognizes a right-of-use (“ROU”) asset and lease liability to account for its leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized on the commencement date based on the present value of lease payments over the noncancellable lease term. ROU assets are based on the lease liability and are increased by prepaid lease payments and decreased by lease incentives received. Lease incentives are amortized through the lease asset as reductions of expense over the lease term. For leases where the Company is reasonably certain to exercise a renewal option, such option periods have been included in the determination of the Company’s ROU assets and lease liabilities. Leases typically contain rent escalations over the lease term. The Company recognizes expense for these leases on a straight-line basis over the lease term. Some of the leases include rent escalations based on inflation indexes. Operating lease liabilities are calculated using the prevailing index or rate at lease commencement. Subsequent escalations in the index or rate and contingent rental payments are recognized as variable lease expenses. Certain leases require the Company to pay taxes, insurance, maintenance and other operating expenses associated with the leased asset. Such amounts are not included in the measurement of the ROU assets and lease liabilities to the extent they are variable in nature. These variable lease costs are recognized as a variable lease expense when incurred. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As a practical expedient, lease agreements with lease and non-lease components are accounted for as a single lease component for all asset classes. The Company elected the short-term lease recognition exemption for all leases that qualify. Therefore, leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets; instead, lease payments are recognized as lease expense on a straight-line basis over the lease term. The depreciable life of the ROU assets and leasehold improvements are limited by the expected lease term unless the Company is reasonably certain of a transfer of title or purchase option. The Company uses the rate implicit in the lease, when known, to discount future lease payments based on the information available on the commencement date for each lease. If the rate implicit in the lease is not known, the Company uses its incremental borrowing rate as the discount rate. The determination of the incremental borrowing rate requires judgment and is determined using the Company’s current secured borrowing rate, adjusted for various factors aligned with the lease including total lease payments and lease term. |
Deferred Financing Costs | Costs incurred in connection with long-term debt financing are deferred and reflected net of notes payable and are amortized to interest expense utilizing the effective-interest method over the term of the related financing. Costs incurred in connection with the refinancing to the delayed draw, revolving credit facility and the amendments to the Receivables Financing Agreement are capitalized and recorded as other assets on the consolidated balance sheets. These costs are being amortized to interest expense on a straight-line basis over the term of each respective credit facility. |
Intangible Assets | Finite-lived intangible assets are initially recorded at fair value and presented net of accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company is currently amortizing acquired intangible assets, including customer relationships, distributor relationships, non-compete arrangements, business trademarks and technology, over periods ranging between 2.5 years and 25 years. Amortization related acquired patent technology and capitalized patent costs are recorded as a component of cost of revenue and amortization related to acquired business trademarks, customer relationships, distributor relationships, and non-compete arrangements are recorded in amortization of intangible assets in the consolidated statement of operations and comprehensive income (loss). |
Impairment of Assets | Long-lived assets, including property, plant, and equipment, operating right-of-use assets, and finite-lived intangible assets subject to amortization, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset or asset group. If impairment exists, the impairment loss is measured and recorded based on discounted estimated future cash flows. In estimating future cash flows, assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of cash flows from other asset groups. |
Contingent Consideration | The purchase consideration associated with the acquisition of Apption Labs Limited (together with its subsidiaries, "Apption Labs") includes contingent cash consideration payable to the sellers based on achievement of certain revenue, earnings, and successful product launch thresholds for fiscal years 2021, 2022 and 2023. The fair value of contingent consideration obligation 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 Company includes the fair value of this contingent obligation in current and non-current contingent consideration in the consolidated balance sheets. At each reporting period, the Company revalues the contingent consideration obligation to its fair value and records increases and decreases in fair value in the change in fair value of contingent consideration in the 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. |
Revenue Recognition and Sales Returns and Allowances | On January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent related amendments to the ASU (collectively “ASC 606”) using the modified retrospective method applied to contracts that were not completed as of January 1, 2020. Under the modified retrospective method, the company recognized the cumulative effect of initially applying the new revenue standard as a decrease to the opening balance of accumulated deficit. The Company recognizes revenue at the amount to which it expects to be entitled when a contract exists with a customer that specifies the goods and services to be provided at an agreed upon sales price and when the performance obligation is satisfied. The performance obligation for most of the Company’s sales transactions is considered complete when control transfers, which is determined when products are shipped or delivered to the customer depending on the terms of the contract. Sales are made on normal and customary short-term credit terms or upon delivery of point-of-sale transactions. Shipping charges billed to customers are included in net sales and related shipping costs are included in cost of sales. The company has elected to account for shipping and handling activities performed after control has been transferred to the customer as a fulfillment cost. The Company enters into contractual arrangements with customers in the form of individual customer orders which specify the goods, quantity, pricing, and associated order terms. The Company does not have long-term contracts that are satisfied over time. Due to the nature of the contracts, no significant judgment exists in relation to the identification of the customer contract or satisfaction of the performance obligation. The Company expenses incremental costs of obtaining a contract due to the short-term nature of the contracts. The Company has certain contractual programs and practices with customers that can give rise to elements of variable consideration such as customer cooperative advertising and volume incentive rebates. The company estimates the variable consideration using the most likely amount method based on sales and contractual rates with each customer and records the estimated amount of credits for these programs as a reduction to net sales. The Company has entered into contracts with some customers that allow for credits to be claimed for certain matters of operational compliance or for returns to the retail customer from end consumers. Credits that will be issued associated with these items are estimated using the expected value method and are based on actual historical experience and are recorded as a reduction of revenue at the time of recognition or when circumstances change resulting in a change in estimated returns. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company also offers assurance-type warranties relating to its products sold to end customers that are accounted for under ASC Topic 460, Guarantees . See Warranty Costs below. Cost of Revenue – Cost of revenue consists of product costs, including costs of components, costs of products from third-party contract manufacturers of grills, consumables, and accessories, direct and indirect manufacturing costs of wood pellet production, packaging, inbound freight and duties, warehousing and fulfillment, warranty costs, product quality testing and inspection costs, excess and obsolete inventory write-downs, cloud-hosting costs for connected devices, depreciation of tooling and manufacturing equipment, amortization of internal use software and patented technology, and certain employee related expenses. Warranty Costs – The Company generally provides its customers with a three-year limited warranty on residential model pellet grills and a one-year warranty on accessories for defects in material and workmanship under normal use and maintenance. Warranty liabilities are recorded on the basis of grills and accessories sold and reflect management’s estimate of warranty related costs expected to be incurred during the respective unexpired warranty periods. Management’s estimates of warranty costs are based on historical as well as current product replacement and related delivery costs incurred and warranty policies. |
Sales and Marketing and General and Administrative | Sales and marketing expenses consist primarily of the advertising and marketing of its products and personnel-related expenses, including salaries, benefits and equity-based compensation expense, as well as sales incentives and professional services. These costs are included in selling and marketing expenses within operating expenses in the consolidated statements of operations and comprehensive income (loss).General and administrative expense consist primarily of personnel-related expenses, including salaries, benefits and equity based compensation and facilities for executive, finance, accounting, legal, human resources, and information technology functions. General and administrative expense also includes fees for professional services principally comprised of legal, audit, tax and accounting services, and insurance. These costs are included in general and administrative expenses within operating expenses in the consolidated statements of operations and comprehensive income (loss). |
Advertising Costs | The Company incurs non-direct response advertising costs which are expensed as incurred. Advertising expense was $48.4 million, $58.4 million and $30.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, and is included in selling and marketing expense on the accompanying consolidated statements of operations and comprehensive income (loss). |
Research and Development | Research and development expenses consist primarily of personnel-related expenses, including salaries, benefits and equity-based compensation expense, as well as professional services, prototype materials and software platform costs. Research and development expense was $10.8 million, $18.8 million and $6.8 million for the years ended December 31, 2022, 2021 and 2020, respectively, and is included in general and administrative expenses on the accompanying consolidated statements of operations and comprehensive income (loss). |
Income Taxes | The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established on deferred tax assets if it is determined by management that it is more-likely-than-not that such deferred tax assets will not be realized. Income and loss for tax purposes may differ from the financial statement amounts and may be allocated to the members on a different basis for tax purposes than for financial statement purposes. The preparation of consolidated financial statements in conformity with ASC 740, Income Taxes , requires the Company to report information regarding its exposure to various tax positions taken by the Company. The Company has determined whether any tax positions have met the recognition threshold and has measured the Company’s exposure to those tax positions. Management believes that the Company has adequately addressed all relevant tax positions and that there are no uncertain tax positions that would require adjustment to the consolidated financial statements to comply with the provisions of the guidance. The Company has elected to record any interest and penalties related to uncertain tax positions within interest expense on the accompanying consolidated statements of operations. No interest and penalties related to uncertain tax positions were recorded for either the year-ended December 31, 2022, 2021 or 2020, respectively. The Company has recorded research and development tax credits that are available for developing new or improved or innovative products, processes, software or inventions. |
Equity-Based Compensation | The Company recorded equity-based compensation expense related to Class B incentive units awards issued by TGP Holdings LP consistent with the compensation expense associated with the holder of the incentive units. The units granted by TGP Holdings LP have been issued for services performed on behalf of the Company. Therefore, the expense associated with these awards is pushed down to the Company.The incentive unit grants are measured for expensing purposes at the grant date based on the fair value of the award. The incentive unit grants consisted of time-based vesting units, ordinary performance vesting units, and extraordinary performance vesting units. In connection with the completion of the Company’s IPO, the Company recorded equity-based compensation as a result of the acceleration of vesting of all unvested and outstanding Class B Units. In addition, the Company awards equity-based compensation to employees and directors under the Traeger, Inc. 2021 Incentive Award Plan (the “2021 Plan”), which is described in Note 16 – Equity-Based Compensation . The Company measures compensation expense for time-based and performance-based restricted stock unit ("RSU") awards 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, the Company recognizes forfeitures as they occur, however, 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. |
Comprehensive Income (Loss) | The Company's comprehensive income (loss) is determined based on net income adjusted for gains and losses on foreign currency translation adjustments and the interest rate swap. |
Foreign Currency | The Company has foreign subsidiaries for which the net sales generated, as well as most of the related expenses directly incurred from those operations, are denominated in local currencies. The functional currency of these foreign subsidiaries that either operate or support these operations are generally the same as the Company's functional currency. Results of operations for the Company’s consolidated foreign subsidiaries are remeasured from the local currency to the U.S. dollar using average exchange rates during the period, while monetary assets and liabilities are remeasured at the exchange rate in effect at the reporting date. Non-monetary assets and liabilities and equity accounts of consolidated foreign subsidiaries are carried at historical values. Resulting gains or losses from remeasuring foreign currency financial statements are recorded in other income (expense) in the accompanying consolidated statements of operations and comprehensive income (loss).Foreign currency transaction gains and losses resulting from exchange rate fluctuations on transactions denominated in a currency other than the U.S. Dollar are included in other income (expense) in the accompanying consolidated statements of operations and comprehensive income (loss). |
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. The adoption dates discussed below reflect this election. New Accounting Pronouncements Recently Adopted On January 1, 2022, the Company adopted ASU 2016-02, “Leases (Topic 842),” using the modified retrospective approach. This pronouncement requires lessees to recognize a lease liability and a ROU asset for each lease with a term longer than twelve months and adds new presentation and disclosure requirements for both lessees and lessors. The recognized liability is measured at the present value of lease payments not yet paid, and the corresponding asset represents the lessee’s right to use the underlying asset over the lease term and is based on the liability, subject to certain adjustments. For income statement and statement of cash flow purposes, the standard retains the dual model with leases classified as either operating or finance leases. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. The accounting guidance for lessors remains largely unchanged. The Company elected the optional transition method to apply the standard as of the effective date. Under this method, the Company has not adjusted its comparative period financial statements for the effects of the new standard or made the new, expanded required disclosures for years prior to the effective date. Therefore, the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2022 and the consolidated balance sheet as of December 31, 2022 reflect the application of ASC 842 while the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2021, and 2020 and the consolidated balance sheet as of December 31, 2021 were not adjusted and continue to be reported under the accounting guidance, ASC 840, Leases (“ASC 840”), in effect for the prior year. The Company elected the package of practical expedients permitted under the transition guidance in ASC 842 and did not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs. The adoption of the new standard had a material impact to our consolidated balance sheet due to the recognition of operating lease ROU assets and lease liabilities for lease arrangements with an initial term greater than twelve months in which the Company is the lessee. Adoption of the new standard resulted in the recognition of additional lease assets and lease liabilities of $20.8 million and $21.0 million, respectively, with the difference between the ROU asset and the lease liabilities primarily due to the existing deferred rent liability balance as of the adoption date. The cumulative effect adjustment upon adoption resulted in an immaterial opening balance sheet reduction to retained earnings. The adoption of ASU 842 did not have a material impact on the Company’s consolidated statements of operations and comprehensive income (loss) or consolidated statements of cash flows. Prior to the adoption of ASC 842, the Company entered into a lease agreement to rent an office building consisting of approximately 85,771 square feet in Salt Lake City, UT, which is expected to become the new corporate headquarters. In accordance with ASC 840, for build-to-suit lease arrangements where the Company is involved in the construction of structural improvements prior to the commencement of the lease or take some level of construction risk, the Company is considered the owner of the assets and land during the construction period. Accordingly, upon commencement of construction activities, the Company recorded a construction in progress asset and a corresponding financing liability. As of December 31, 2021, the Company capitalized $4.3 million as a build-to-suit asset with a corresponding build-to-suit lease obligation for the same amount within the consolidated balance sheets. Upon the adoption of ASC 842, this lease was classified as an operating lease, where the Company derecognized its build-to-suit asset and related liabilities, and will recognize an operating ROU asset and lease liability upon control of the underlying asset being constructed. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) . The guidance simplifies the accounting for impairment by eliminating the requirement to calculate the implied fair value of goodwill. An entity will still be able to perform today’s optional qualitative goodwill impairment assessment before determining whether to proceed to Step 1. The guidance is effective for annual impairment tests beginning after December 15, 2021; however early adoption is permitted. The Company elected to early adopt this guidance on January 1, 2020 with no significant impact to the consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract . The guidance requires customers in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASU 350-40 to determine which implementation costs to defer and recognize as an asset. The guidance is effective for annual periods beginning after December 15, 2020, and all interim periods beginning after December 15, 2021. The Company adopted this ASU effective January 1, 2021, using the prospective approach. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. New Accounting Pronouncements Issued but Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) , which modifies the measurement of expected credit losses of certain financial instruments requiring entities to estimate an expected lifetime credit loss on financial assets. The guidance is effective for fiscal years and interim periods for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company has adopted this guidance effective January 1, 2023 and is currently evaluating the impact the standard may have on the consolidated financial statements and related disclosures but does not currently believe the adoption of ASU 2016-13 will have a material impact on its consolidated financial statements. |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Revisions to Previously Issued Consolidated Financial Statements | The following tables present the revised results for each previously reported period, the adjustments made to each period and the previously reported amounts to summarize the effect of the corrections on the previously reported consolidated balance sheets, consolidated statements of operations, and consolidated statement of cash flows for the periods presented (in thousands, except per share amounts). UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET As of September 30, 2022 As Previously Reported Adjustment As Corrected Current Assets Inventories $ 161,769 $ (5,384) $ 156,385 Total current assets 233,815 (5,384) 228,431 Total assets 926,207 (5,384) 920,823 Total liabilities 562,840 — 562,840 Accumulated deficit (536,169) (5,384) (541,553) Total stockholders' equity 363,367 (5,384) 357,983 Total liabilities and stockholders' equity 926,207 (5,384) 920,823 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS Three Months Ended September 30, 2022 As Previously Reported Adjustment As Corrected Cost of revenue $ 67,810 $ 900 $ 68,710 Gross profit 25,978 (900) 25,078 General and administrative 70,882 (397) 70,485 Loss from operations (199,982) (503) (200,485) Loss before benefit for income taxes (210,864) (503) (211,367) Net loss (210,639) (503) (211,142) Net loss per share, basic and diluted $ (1.76) $ — $ (1.76) Comprehensive loss (198,421) (503) (198,924) UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS Nine Months Ended September 30, 2022 As Previously Reported Adjustment As Corrected Cost of revenue $ 334,719 $ 1,886 $ 336,605 Gross profit 183,049 (1,886) 181,163 Loss from operations (322,788) (1,886) (324,674) Loss before benefit for income taxes (351,377) (1,886) (353,263) Net loss (351,350) (1,886) (353,236) Net loss per share, basic and diluted $ (2.96) $ (0.02) $ (2.98) Comprehensive loss (326,799) (1,886) (328,685) UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2022 As Previously Reported Adjustment As Corrected Net loss $ (351,350) $ (1,886) $ (353,236) Change in operating assets and liabilities: Inventories (16,731) 1,886 (14,845) UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET As of June 30, 2022 As Previously Reported Adjustment As Corrected Current Assets Inventories $ 163,804 $ (4,484) $ 159,320 Total current assets 308,871 (4,484) 304,387 Total assets 1,110,193 (4,484) 1,105,709 Accrued Expenses 74,207 397 74,604 Total liabilities 601,658 397 602,055 Accumulated deficit (325,530) (4,881) (330,411) Total stockholders' equity 508,535 (4,881) 503,654 Total liabilities and stockholders' equity 1,110,193 (4,484) 1,105,709 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS Three Months Ended June 30, 2022 As Previously Reported Adjustment As Corrected Cost of revenue $ 126,764 $ 65 $ 126,829 Gross profit 73,506 (65) 73,441 Sales and marketing 43,811 (1,760) 42,051 General and administrative 28,886 2,550 31,436 Loss from operations (119,819) (855) (120,674) Loss before provision for income taxes (132,233) (855) (133,088) Net loss (132,279) (855) (133,134) Net loss per share, basic and diluted $ (1.12) $ (0.01) $ (1.13) Comprehensive loss (126,532) (855) (127,387) UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS Six Months Ended June 30, 2022 As Previously Reported Adjustment As Corrected Cost of revenue $ 266,909 $ 986 $ 267,895 Gross profit 157,071 (986) 156,085 General and administrative 71,755 397 72,152 Loss from operations (122,806) (1,383) (124,189) Loss before provision for income taxes (140,513) (1,383) (141,896) Net loss (140,711) (1,383) (142,094) Net loss per share, basic and diluted $ (1.19) $ (0.01) $ (1.20) Comprehensive loss (128,378) (1,383) (129,761) UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30, 2022 As Previously Reported Adjustment As Corrected Net loss $ (140,711) $ (1,383) $ (142,094) Change in operating assets and liabilities: Inventories (18,767) 986 (17,781) Accounts payable and accrued expenses (19,351) 397 (18,954) UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET As of March 31, 2022 As Previously Reported Adjustment As Corrected Current Assets Inventories $ 164,127 $ (4,026) $ 160,101 Total current assets 351,188 (4,026) 347,162 Total assets 1,268,544 (4,026) 1,264,518 Total liabilities 645,387 — 645,387 Accumulated deficit (193,251) (4,026) (197,277) Total stockholders' equity 623,157 (4,026) 619,131 Total liabilities and stockholders' equity 1,268,544 (4,026) 1,264,518 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS Three Months Ended March 31, 2022 As Previously Reported Adjustment As Corrected Cost of revenue $ 140,145 $ 921 $ 141,066 Gross profit 83,565 (921) 82,644 Sales and marketing 33,094 1,760 34,854 General and administrative 42,869 (2,153) 40,716 Loss from operations (2,987) (528) (3,515) Loss before provision for income taxes (8,280) (528) (8,808) Net loss (8,432) (528) (8,960) Net loss per share, basic and diluted $ (0.07) $ (0.01) $ (0.08) Comprehensive loss (1,846) (528) (2,374) UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended March 31, 2022 As Previously Reported Adjustment As Corrected Net loss $ (8,432) $ (528) $ (8,960) Change in operating assets and liabilities: Inventories (19,089) 528 (18,561) CONSOLIDATED BALANCE SHEET As of December 31, 2021 As Previously Reported Adjustment As Corrected Current Assets Inventories $ 145,038 $ (3,498) $ 141,540 Total current assets 269,741 (3,498) 266,243 Total assets 1,181,024 (3,498) 1,177,526 Total liabilities 571,504 — 571,504 Accumulated deficit (184,819) (3,498) (188,317) Total stockholders' equity 609,520 (3,498) 606,022 Total liabilities and stockholders' equity 1,181,024 (3,498) 1,177,526 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS Three Months Ended December 31, 2021 As Previously Reported Adjustment As Corrected Cost of revenue $ 109,481 $ 737 $ 110,218 Gross profit 65,451 (737) 64,714 Loss from operations (27,251) (737) (27,988) Loss before provision for income taxes (30,914) (737) (31,651) Net loss (33,658) (737) (34,395) Net loss per share, basic and diluted $ (0.29) $ — $ (0.29) Comprehensive loss (33,755) (737) (34,492) CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS Year Ended December 31, 2021 As Previously Reported Adjustment As Corrected Cost of revenue $ 481,834 $ 2,946 $ 484,780 Gross profit 303,711 (2,946) 300,765 Loss from operations (58,203) (2,946) (61,149) Loss before provision for income taxes (87,332) (2,946) (90,278) Net loss (88,821) (2,946) (91,767) Net loss per share, basic and diluted $ (0.79) $ (0.03) $ (0.82) Comprehensive loss (88,907) (2,946) (91,853) UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended December 31, 2021 As Previously Reported Adjustment As Corrected Net loss $ (88,821) $ (2,946) $ (91,767) Change in operating assets and liabilities: Inventories (70,772) 2,946 (67,826) UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET As of September 30, 2021 As Previously Reported Adjustment As Corrected Current Assets Inventories $ 114,597 $ (2,761) $ 111,836 Total current assets 235,036 (2,761) 232,275 Total assets 1,149,701 (2,761) 1,146,940 Total liabilities 525,557 — 525,557 Accumulated deficit (151,161) (2,761) (153,922) Total stockholders' equity 624,144 (2,761) 621,383 Total liabilities and stockholders' equity 1,149,701 (2,761) 1,146,940 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS Three Months Ended September 30, 2021 As Previously Reported Adjustment As Corrected Cost of revenue $ 107,696 $ 1,254 $ 108,950 Gross profit 54,322 (1,254) 53,068 Loss from operations (81,810) (1,254) (83,064) Loss before benefit for income taxes (91,168) (1,254) (92,422) Net loss (89,185) (1,254) (90,439) Net loss per share, basic and diluted $ (0.78) $ (0.01) $ (0.79) Comprehensive loss (89,174) (1,254) (90,428) UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS Nine Months Ended September 30, 2021 As Previously Reported Adjustment As Corrected Cost of revenue $ 372,353 $ 2,209 $ 374,562 Gross profit 238,260 (2,209) 236,051 Loss from operations (30,952) (2,209) (33,161) Loss before benefit for income taxes (56,418) (2,209) (58,627) Net loss (55,163) (2,209) (57,372) Net loss per share, basic and diluted $ (0.50) $ (0.02) $ (0.52) Comprehensive loss (55,152) (2,209) (57,361) UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2021 As Previously Reported Adjustment As Corrected Net loss $ (55,163) $ (2,209) $ (57,372) Change in operating assets and liabilities: Inventories (40,331) 2,209 (38,122) UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET As of June 30, 2021 As Previously Reported Adjustment As Corrected Current Assets Inventories $ 86,151 $ (1,507) $ 84,644 Total current assets 292,385 (1,507) 290,878 Total assets 1,119,160 (1,507) 1,117,653 Total liabilities 607,597 — 607,597 Accumulated deficit (61,976) (1,507) (63,483) Total members' equity 511,563 (1,507) 510,056 Total liabilities and members' equity 1,119,160 (1,507) 1,117,653 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended June 30, 2021 As Previously Reported Adjustment As Corrected Cost of revenue $ 129,715 $ 247 $ 129,962 Gross profit 83,307 (247) 83,060 Income from operations 2,935 (247) 2,688 Loss before provision for income taxes (4,903) (247) (5,150) Net loss (4,907) (247) (5,154) Net loss per share, basic and diluted $ (0.05) $ — $ (0.05) UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS Six Months Ended June 30, 2021 As Previously Reported Adjustment As Corrected Cost of revenue $ 264,657 $ 955 $ 265,612 Gross profit 183,938 (955) 182,983 Income from operations 50,858 (955) 49,903 Income before provision for income taxes 34,750 (955) 33,795 Net income 34,022 (955) 33,067 Net income per share, basic and diluted $ 0.31 $ (0.01) $ 0.30 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30, 2021 As Previously Reported Adjustment As Corrected Net income $ 34,022 $ (955) $ 33,067 Change in operating assets and liabilities: Inventories (17,316) 955 (16,361) UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET As of March 31, 2021 As Previously Reported Adjustment As Corrected Current Assets Inventories $ 75,532 $ (1,259) $ 74,273 Total current assets 269,038 (1,259) 267,779 Total assets 1,094,671 (1,259) 1,093,412 Total liabilities 579,746 — 579,746 Accumulated deficit (57,069) (1,259) (58,328) Total members' equity 514,925 (1,259) 513,666 Total liabilities and members' equity 1,094,671 (1,259) 1,093,412 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended March 31, 2021 As Previously Reported Adjustment As Corrected Cost of revenue $ 134,942 $ 707 $ 135,649 Gross profit 100,631 (707) 99,924 Income from operations 47,923 (707) 47,216 Income before provision for income taxes 39,653 (707) 38,946 Net income 38,929 (707) 38,222 Net income per share, basic and diluted $ 0.36 $ (0.01) $ 0.35 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended March 31, 2021 As Previously Reported Adjustment As Corrected Net income $ 38,929 $ (707) $ 38,222 Change in operating assets and liabilities: Inventories (6,697) 707 (5,990) CONSOLIDATED BALANCE SHEET As of December 31, 2020 As Previously Reported Adjustment As Corrected Current Assets Inventories $ 68,835 $ (552) $ 68,283 Total current assets 159,007 (552) 158,455 Total assets 989,581 (552) 989,029 Total liabilities 514,541 — 514,541 Accumulated deficit (95,998) (552) (96,550) Total members' equity 475,040 (552) 474,488 Total liabilities and members' equity 989,581 (552) 989,029 CONSOLIDATED STATEMENT OF OPERATIONS Year Ended December 31, 2020 As Previously Reported Adjustment As Corrected Cost of revenue $ 310,408 $ 552 $ 310,960 Gross profit 235,364 (552) 234,812 Income from operations 58,898 (552) 58,346 Income before provision for income taxes 32,351 (552) 31,799 Net income 31,602 (552) 31,050 Net income per share, basic and diluted $ 0.29 $ — $ 0.29 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended December 31, 2020 As Previously Reported Adjustment As Corrected Net income $ 31,602 $ (552) $ 31,050 Change in operating assets and liabilities: Inventories (29,531) 552 (28,979) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Significant Portion of Net Sales | Three customers that accounted for a significant portion of net sales are as follows for the fiscal periods indicated: December 31, 2022 2021 2020 Customer A 14 % 20 % 20 % Customer B 16 % 17 % 18 % Customer C 15 % 16 % 16 % |
Schedule of Estimated Useful Lives of Property Plant and Equipment | Depreciation and amortization on individual components of property is computed using the straight-line method over the estimated useful lives of the assets as follows: Years Buildings 15 Machinery and equipment 5-20 Leasehold improvements Shorter of useful lives or lease term Office equipment and fixtures 2-10 Vehicles 2-10 Computer hardware and software 3-5 Property, plant, and equipment consisted of the following (in thousands): December 31, 2022 2021 Land and buildings $ 1,472 $ 1,472 Machinery and equipment 22,371 19,227 Leasehold improvements 9,538 7,891 Office equipment and fixtures 16,362 9,400 Vehicles 3,122 2,876 Computer software and hardware 21,668 13,473 74,533 54,339 Plus construction in progress 19,353 27,359 Less accumulated depreciation (38,376) (26,221) Property, plant, and equipment, net $ 55,510 $ 55,477 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 fiscal periods indicated (in thousands): Year-ended December 31, Revenue by product category 2022 2021 2020 Grills $ 355,441 $ 544,200 $ 391,047 Consumables 131,342 136,216 120,247 Accessories 169,118 105,129 34,478 Total revenue $ 655,901 $ 785,545 $ 545,772 Year-ended December 31, Revenue by geography 2022 2021 2020 North America $ 598,839 $ 737,402 $ 529,983 Rest of world 57,062 48,143 15,789 Total revenue $ 655,901 $ 785,545 $ 545,772 Year-ended December 31, Revenue by sales channel 2022 2021 2020 Retail $ 502,884 $ 689,437 $ 506,786 Direct to consumer 153,017 96,108 38,986 Total revenue $ 655,901 $ 785,545 $ 545,772 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease, Cost | The following table presents the components of lease costs (in thousands): December 31, 2022 Operating lease costs $ 6,476 Variable lease costs 1,561 Short-term lease costs 1,154 The following table presents lease terms and discount rates: December 31, 2022 Weighted average remaining lease term 4.54 Weighted average discount rate 4.28 % The following table presents supplemental cash flow information (in thousands): December 31, 2022 Cash payments used in operating cash flows from lease arrangements $ 6,313 Right-of-use assets obtained in exchange for new operating lease liabilities $ 21,525 Derecognition of right-of-use assets due to reassessment of lease term $ (596) |
Lessee, Operating Lease, Liability, Maturity | At December 31, 2022, future lease payments (receipts) under operating leases were as follows (in thousands): Operating Lease Liabilities Operating Sublease 2023 $ 5,649 $ (1,291) 2024 3,160 (1,979) 2025 2,795 (2,029) 2026 1,499 (1,035) 2027 488 — Thereafter 2,058 — Total lease payments (receipts) 15,649 (6,334) Less: Effect of discounting to net present value (1,463) Present value of lease liabilities $ 14,186 |
ACCOUNTS RECEIVABLES, NET (Tabl
ACCOUNTS RECEIVABLES, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable | Accounts receivables, net consists of the following (in thousands): December 31, 2022 2021 Trade accounts receivable $ 56,822 $ 108,620 Allowance for doubtful accounts (867) (1,090) Reserve for returns, discounts and allowances (13,905) (14,603) Total accounts receivable, net $ 42,050 $ 92,927 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following (in thousands): December 31, 2022 2021 Raw materials $ 7,110 $ 3,106 Work in process 12,155 11,523 Finished goods 134,206 126,911 Inventories $ 153,471 $ 141,540 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): December 31, 2022 2021 Accrual for inventories in-transit $ 7,987 $ 28,536 Warranty accrual 7,368 8,326 Accrued compensation and bonus 4,499 7,025 Other 32,441 25,886 Accrued expenses $ 52,295 $ 69,773 |
Schedule of Changes in Warranty Liability | The changes in the Company’s warranty accrual, included in accrued expenses on the accompanying consolidated balance sheets, were as follows for the fiscal periods indicated (in thousands): December 31, 2022 2021 2020 Warranty accrual, beginning of period $ 8,326 $ 6,728 $ 4,798 Warranty claims (7,601) (7,693) (6,773) Warranty costs accrued 6,643 9,291 8,703 Warranty accrual, end of period $ 7,368 $ 8,326 $ 6,728 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | Realized loss and unrealized gain from the interest rate swap were recorded in interest expense and other comprehensive income, respectively, within the consolidated statements of operations and comprehensive income (loss) as follows (in thousands): December 31, 2022 2021 2020 Realized loss $ (24) $ — $ — Unrealized gain 23,410 — — Total gain $ 23,386 $ — $ — |
Schedule of Foreign Exchange Contracts | The gross and net balances from foreign currency contract positions were as follows (in thousands): December 31, 2022 2021 Gross Asset Fair Value $ — $ 1,439 Gross Liability Fair Value 1,001 — Net Fair Value $ 1,001 $ 1,439 |
Schedule of Gain (Loss) from Foreign Currency Contracts | Gains (losses) from foreign currency contracts were recorded in other income (expense), net within the accompanying consolidated statements of operations and comprehensive income (loss) as follows for the fiscal periods indicated (in thousands): December 31, 2022 2021 2020 Realized gain (loss) $ (1,527) $ 8,199 $ 1,512 Unrealized gain (loss) (2,396) (4,821) 6,087 Total gain (loss) $ (3,923) $ 3,378 $ 7,599 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on Recurring Basis | The following table presents information about the fair value measurement of the Company’s financial instruments (in thousands): As of December 31, Financial Instruments Recorded at Fair Value on a Recurring Basis: Fair Value Measurement Level 2022 2021 Assets: Derivative assets—foreign currency contracts (1) 2 $ — $ 1,439 Derivative assets—interest rate swap contract (2) 2 23,410 — Total assets $ 23,410 $ 1,439 Liabilities: Derivative liabilities—foreign currency contracts (3) 2 $ 1,001 $ — Contingent consideration—earn out (4) 3 22,747 25,300 Total liabilities $ 23,748 $ 25,300 (1) Included in prepaid expenses and other current assets in the consolidated balance sheets (2) Included in prepaid expenses and other current assets and other non-current assets in the consolidated balance sheets (3) Included in other current liabilities in the consolidated balance sheets (4) Included in current and non-current contingent consideration in the consolidated balance sheets |
Schedule of Fair Value Contingent Consideration | The following table presents the fair value of contingent consideration (in thousands): Balance at December 31, 2021 $ 25,300 Payments of contingent consideration (12,555) Adjustments to fair value of contingent consideration 10,002 Balance at December 31, 2022 $ 22,747 |
Schedule of Financial Instruments Recorded at Carrying Amount | The following financial instruments are recorded at their carrying amount (in thousands): As of December 31, 2022 As of December 31, 2021 Financial Instruments Recorded at Carrying Amount: Carrying Estimated Carrying Estimated Liabilities: Debt—Credit Facilities (1) $ 476,070 $ 393,236 $ 388,195 $ 386,139 Total liabilities $ 476,070 $ 393,236 $ 388,195 $ 386,139 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Depreciation and amortization on individual components of property is computed using the straight-line method over the estimated useful lives of the assets as follows: Years Buildings 15 Machinery and equipment 5-20 Leasehold improvements Shorter of useful lives or lease term Office equipment and fixtures 2-10 Vehicles 2-10 Computer hardware and software 3-5 Property, plant, and equipment consisted of the following (in thousands): December 31, 2022 2021 Land and buildings $ 1,472 $ 1,472 Machinery and equipment 22,371 19,227 Leasehold improvements 9,538 7,891 Office equipment and fixtures 16,362 9,400 Vehicles 3,122 2,876 Computer software and hardware 21,668 13,473 74,533 54,339 Plus construction in progress 19,353 27,359 Less accumulated depreciation (38,376) (26,221) Property, plant, and equipment, net $ 55,510 $ 55,477 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following at the dates indicated below (dollars in thousands): December 31, 2022 Weighted Gross Accumulated Net Book Customer relationships 17 $ 378,394 $ (116,857) $ 261,536 Trademark 24 281,700 (58,271) 223,429 Technology 5 36,300 (12,700) 23,600 Distributor relationships 8 2,400 (450) 1,950 Non-compete arrangements 2.5 700 (420) 280 Favorable lease position 8 51 (35) 16 Other intangible assets 11 2,519 (473) 2,047 Total $ 702,064 $ (189,206) $ 512,858 December 31, 2021 Weighted Gross Accumulated Net Book Customer relationships 17 $ 378,394 $ (94,251) $ 284,143 Trademark 24 281,700 (45,941) 235,759 Technology 5 36,300 (5,668) 30,632 Distributor relationships 8 2,400 (150) 2,250 Non-compete arrangements 2.5 700 (140) 560 Favorable lease position 8 51 (29) 22 Other intangible assets 11 2,089 (304) 1,785 Total $ 701,634 $ (146,483) $ 555,151 |
Schedule of Estimated Annual Amortization Expense | Estimated annual amortization expense for the next five years and thereafter for the years ending December 31, (in thousands): 2023 $ 42,728 2024 42,289 2025 41,835 2026 38,582 2027 35,354 Thereafter 311,334 $ 512,122 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Consolidated Outstanding Debt | The Company’s corporate level consolidated outstanding debt is as follows (dollars in thousands): December 31, Interest rate as of December 31, 2022 2022 2021 First lien credit agreement: First lien term loan facility, matures June 2028 $ 404,070 $ 379,195 7.6 % Revolving credit facility, matures June 2026 72,000 9,000 8.0 % Total notes payable 476,070 388,195 Less: unamortized deferred financing costs (7,712) (8,800) Less: current maturities (250) — Notes payable, net of current portion $ 468,108 $ 379,395 |
Schedule of Future Maturities of Notes Payable | Future maturities of the notes payable are as follows as of December 31, (in thousands): 2023 $ 250 2024 250 2025 250 2026 72,250 2027 250 Thereafter 402,820 $ 476,070 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Recorded Unconditional Purchase Obligations | The Company has unconditional purchase commitments for cloud-hosting costs, software licenses, and other professional fees. Future minimum payments under these unconditional purchase commitments are as follows as of December 31, (in thousands): 2023 $ 3,112 2024 2,618 2025 342 2026 — 2027 — Thereafter — Total future minimum payments $ 6,072 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Outstanding Award, Activity | A summary of the time-based restricted stock unit activity for the year ended December 31, 2022 was as follows: Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 6,274,860 $ 18.08 Modified (449,179) 18.05 Granted 4,991,392 3.69 Vested (4,044,296) 17.55 Forfeited (848,942) 15.24 Outstanding at December 31, 2022 5,923,835 $ 6.73 A summary of the performance-based restricted stock unit activity during the year ended December 31, 2022 was as follows: Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 5,933,636 $ 13.25 Granted — 0.00 Vested (1,037,728) 16.52 Forfeited (181,666) 11.84 Outstanding at December 31, 2022 4,714,242 $ 12.59 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | he 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 continued 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 |
Schedule of Equity-Based Compensation, Expensed and Capitalized Amount | The Company's equity-based compensation was classified as follows in the accompanying consolidated statements of operations and comprehensive income (loss) for the fiscal periods indicated (in thousands): Year-ended December 31, 2022 2021 2020 Cost of revenue $ 202 $ 947 $ 88 Sales and marketing 3,796 16,401 2,575 General and administrative 83,699 63,764 10,147 Total equity-based compensation $ 87,697 $ 81,112 $ 12,810 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (loss) before Income Taxes | The components of income (loss) before income taxes were as follows for the fiscal periods indicated (in thousands): Year-ended 2022 2021 2020 Domestic $ (380,014) $ (83,172) $ 30,888 Foreign (940) (7,106) 911 Income (loss) before provision for income taxes $ (380,954) $ (90,278) $ 31,799 |
Schedule of Provision for Income Taxes | Provision for income taxes consisted of the following components for the fiscal periods indicated (in thousands): Year-ended 2022 2021 2020 Current: Federal $ 241 $ 124 $ — State 8 208 678 Foreign 2,247 2,095 121 Total current tax expense $ 2,496 $ 2,427 $ 799 Deferred expense: Federal $ — $ 1 $ — State — — — Foreign (1,310) (939) (50) Total deferred tax benefit $ (1,310) $ (938) $ (50) Provision for income taxes $ 1,186 $ 1,489 $ 749 |
Schedule of Effective Income Tax Rate Reconciliation | Reconciliations of the differences between the effective and statutory income tax rates are as follows for the fiscal periods indicated: Year-ended 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 3.2 3.7 3.3 Foreign rate differential (0.1) (2.0) 0.2 Equity-based compensation (3.8) (14.3) 9.9 Global intangible low-taxed income (0.6) (1.6) — Non-deductible items (1.1) (1.1) 0.5 Research and development credits 0.1 0.6 (0.7) Change in partnership investment (0.9) (3.0) — Changes in valuation allowance (19.5) (5.4) (33.9) Changes in tax rates — (0.7) (0.5) Other 1.4 1.0 2.6 (0.3) % (1.7) % 2.4 % |
Schedule of Amount of Comprised Deferred Tax Assets, Net | The amounts that comprised deferred income tax assets, net are as follows for the fiscal periods indicated (in thousands): Year-ended 2022 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 30,785 $ 19,483 $ 16,807 Sec. 163(j) interest 9,948 3,342 2,998 Tax credits 1,516 1,206 725 Equity-based compensation 1 68 — Property and equipment 78 — 34 Deferred compensation — 722 — Operating lease liabilities 168 — — Investments 55,952 340 — Other 180 — — Less: valuation allowance (98,211) (25,092) (20,384) Total deferred tax assets $ 417 $ 69 $ 180 Deferred tax liabilities: Property and equipment $ (645) $ (229) $ — Intangible assets (9,971) (11,513) — Investments — — (146) Operating right-of-use assets (171) — — Total deferred tax liabilities $ (10,787) $ (11,742) $ (146) Net deferred tax asset (liability) $ (10,370) $ (11,673) $ 34 |
Schedule of Unrecognized Tax Benefits Roll Forward | The following summarizes activity related to unrecognized tax benefits for the fiscal periods indicated (in thousands): Year-ended 2022 2021 2020 Unrecognized benefit—beginning of the year $ 908 $ — $ — Gross increases—current period positions 196 908 — Gross decreases—prior period positions (48) — — Unrecognized benefit—end of the year $ 1,056 $ 908 $ — |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 for the fiscal periods indicated (in thousands, except share and per share amounts): Year-ended December 31, 2022 2021 2020 Net income (loss) $ (382,140) $ (91,767) $ 31,050 Weighted-average common shares outstanding—basic (1) 119,698,776 112,374,669 108,724,387 Effect of dilutive securities: Restricted stock units — — — Weighted-average common shares outstanding—diluted (1) 119,698,776 112,374,669 108,724,387 Earnings (loss) per share Basic $ (3.19) $ (0.82) $ 0.29 Diluted $ (3.19) $ (0.82) $ 0.29 (1) For the year ended December 31, 2020, the Company retrospectively applied shares of common stock outstanding upon the Corporate Conversion, immediately prior to the IPO. Refer to Note 1 – Description of Business and Basis of Presentation for a description of the Corporate Conversion. |
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 for the fiscal periods indicated: Year-ended December 31, 2022 2021 2020 Restricted stock units 10,638,077 12,208,496 — |
RESTRUCTURING PLAN (Tables)
RESTRUCTURING PLAN (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table summarizes the costs recorded in the consolidated statements of operations and comprehensive income (loss) in connection with the 2022 restructuring plan (in thousands): Year-ended December 31, 2022 Costs recorded in cost of revenue: Inventory write-off and contract cancellation costs $ 2,218 Total costs recorded in cost of revenue 2,218 Costs recorded in restructuring costs: Employee related costs 2,261 Contract exit costs 5,511 Other restructuring related costs 1,552 Total costs recorded in restructuring costs 9,324 Total restructuring costs $ 11,542 A summary of the activity in the restructuring reserve in connection with the Company's 2022 restructuring plan recorded in accrued expenses within the condensed consolidated balance sheets as follows (in thousands): Employee Related Costs Contract Exit Costs Other Restructuring Related Costs Balance at December 31, 2021 $ — $ — $ — Net additions charged to expense 2,262 7,506 — Cash payments against reserve (2,127) (4,553) — Balance at December 31, 2022 $ 135 $ 2,953 $ — |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | Jul. 28, 2021 |
Business Acquisition [Line Items] | ||||
Common unit outstanding (in shares) | 108,724,422 | |||
Common stock outstanding (in shares) | 122,624,414 | 117,547,916 | 108,724,387 | |
As Previously Reported | ||||
Business Acquisition [Line Items] | ||||
Common unit outstanding (in shares) | 10 | |||
IPO | ||||
Business Acquisition [Line Items] | ||||
Share price (in dollars per share) | $ 18 |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION - Revisions to Prior Consolidated Financial Statements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current Assets | |||||||||||||||
Inventories | $ 153,471,000 | $ 156,385,000 | $ 159,320,000 | $ 160,101,000 | $ 141,540,000 | $ 111,836,000 | $ 84,644,000 | $ 74,273,000 | $ 159,320,000 | $ 84,644,000 | $ 156,385,000 | $ 111,836,000 | $ 153,471,000 | $ 141,540,000 | $ 68,283,000 |
Total current assets | 274,238,000 | 228,431,000 | 304,387,000 | 347,162,000 | 266,243,000 | 232,275,000 | 290,878,000 | 267,779,000 | 304,387,000 | 290,878,000 | 228,431,000 | 232,275,000 | 274,238,000 | 266,243,000 | 158,455,000 |
Total assets | 946,715,000 | 920,823,000 | 1,105,709,000 | 1,264,518,000 | 1,177,526,000 | 1,146,940,000 | 1,117,653,000 | 1,093,412,000 | 1,105,709,000 | 1,117,653,000 | 920,823,000 | 1,146,940,000 | 946,715,000 | 1,177,526,000 | 989,029,000 |
Current Liabilities | |||||||||||||||
Accrued expenses | 52,295,000 | 74,604,000 | 69,773,000 | 74,604,000 | 52,295,000 | 69,773,000 | |||||||||
Total liabilities | 611,846,000 | 562,840,000 | 602,055,000 | 645,387,000 | 571,504,000 | 525,557,000 | 607,597,000 | 579,746,000 | 602,055,000 | 607,597,000 | 562,840,000 | 525,557,000 | 611,846,000 | 571,504,000 | 514,541,000 |
Equity [Abstract] | |||||||||||||||
Accumulated deficit | (570,475,000) | (541,553,000) | (330,411,000) | (197,277,000) | (188,317,000) | (153,922,000) | (63,483,000) | (58,328,000) | (330,411,000) | (63,483,000) | (541,553,000) | (153,922,000) | (570,475,000) | (188,317,000) | (96,550,000) |
Total stockholders' equity | 334,869,000 | 357,983,000 | 503,654,000 | 619,131,000 | 606,022,000 | 621,383,000 | 510,056,000 | 513,666,000 | 503,654,000 | 510,056,000 | 357,983,000 | 621,383,000 | 334,869,000 | 606,022,000 | 474,488,000 |
Total liabilities and stockholders' equity | $ 946,715,000 | 920,823,000 | 1,105,709,000 | 1,264,518,000 | 1,177,526,000 | 1,146,940,000 | 1,117,653,000 | 1,093,412,000 | 1,105,709,000 | 1,117,653,000 | 920,823,000 | 1,146,940,000 | 946,715,000 | 1,177,526,000 | 989,029,000 |
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS | |||||||||||||||
Cost of revenue | 68,710,000 | 126,829,000 | 141,066,000 | 110,218,000 | 108,950,000 | 129,962,000 | 135,649,000 | 267,895,000 | 265,612,000 | 336,605,000 | 374,562,000 | 427,129,000 | 484,780,000 | 310,960,000 | |
Gross profit | 25,078,000 | 73,441,000 | 82,644,000 | 64,714,000 | 53,068,000 | 83,060,000 | 99,924,000 | 156,085,000 | 182,983,000 | 181,163,000 | 236,051,000 | 228,772,000 | 300,765,000 | 234,812,000 | |
Sales and marketing | 42,051,000 | 34,854,000 | 130,688,000 | 165,180,000 | 93,690,000 | ||||||||||
General and administrative | 70,485,000 | 31,436,000 | 40,716,000 | 72,152,000 | 166,824,000 | 158,555,000 | 50,243,000 | ||||||||
Loss from operations | (200,485,000) | (120,674,000) | (3,515,000) | (27,988,000) | (83,064,000) | 2,688,000 | 47,216,000 | (124,189,000) | 49,903,000 | (324,674,000) | (33,161,000) | (345,942,000) | (61,149,000) | 58,346,000 | |
Income (loss) before provision for income taxes | (211,367,000) | (133,088,000) | (8,808,000) | (31,651,000) | (92,422,000) | (5,150,000) | 38,946,000 | (141,896,000) | 33,795,000 | (353,263,000) | (58,627,000) | (380,954,000) | (90,278,000) | 31,799,000 | |
Net income (loss) | $ (211,142,000) | $ (133,134,000) | $ (8,960,000) | $ (34,395,000) | $ (90,439,000) | $ (5,154,000) | $ 38,222,000 | $ (142,094,000) | $ 33,067,000 | $ (353,236,000) | $ (57,372,000) | $ (382,140,000) | $ (91,767,000) | $ 31,050,000 | |
Earnings (loss) per share - Basic (in dollars per share) | $ (1.76) | $ (1.13) | $ (0.08) | $ (0.29) | $ (0.79) | $ (0.05) | $ 0.35 | $ (1.20) | $ 0.30 | $ (2.98) | $ (0.52) | $ (3.19) | $ (0.82) | $ 0.29 | |
Earnings (loss) per share - Diluted (in dollars per share) | $ (0.08) | $ (1.76) | $ (1.13) | $ (0.29) | $ (0.79) | $ (0.05) | $ 0.35 | $ (1.20) | $ 0.30 | $ (2.98) | $ (0.52) | $ (3.19) | $ (0.82) | $ 0.29 | |
Comprehensive income (loss) | $ (198,924,000) | $ (127,387,000) | $ (2,374,000) | $ (34,492,000) | $ (90,428,000) | $ (129,761,000) | $ (328,685,000) | $ (57,361,000) | $ (358,791,000) | $ (91,853,000) | $ 31,050,000 | ||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | |||||||||||||||
Net income (loss) | (211,142,000) | (133,134,000) | (8,960,000) | (34,395,000) | (90,439,000) | $ (5,154,000) | $ 38,222,000 | (142,094,000) | $ 33,067,000 | (353,236,000) | (57,372,000) | (382,140,000) | (91,767,000) | 31,050,000 | |
Inventories | (18,561,000) | (5,990,000) | (17,781,000) | (16,361,000) | (14,845,000) | (38,122,000) | (11,931,000) | (67,826,000) | (28,979,000) | ||||||
Accounts payable and accrued expenses | (18,954,000) | $ (28,211,000) | 19,182,000 | 28,351,000 | |||||||||||
As Previously Reported | |||||||||||||||
Current Assets | |||||||||||||||
Inventories | 161,769,000 | 163,804,000 | 164,127,000 | 145,038,000 | 114,597,000 | 86,151,000 | 75,532,000 | 163,804,000 | 86,151,000 | 161,769,000 | 114,597,000 | 145,038,000 | 68,835,000 | ||
Total current assets | 233,815,000 | 308,871,000 | 351,188,000 | 269,741,000 | 235,036,000 | 292,385,000 | 269,038,000 | 308,871,000 | 292,385,000 | 233,815,000 | 235,036,000 | 269,741,000 | 159,007,000 | ||
Total assets | 926,207,000 | 1,110,193,000 | 1,268,544,000 | 1,181,024,000 | 1,149,701,000 | 1,119,160,000 | 1,094,671,000 | 1,110,193,000 | 1,119,160,000 | 926,207,000 | 1,149,701,000 | 1,181,024,000 | 989,581,000 | ||
Current Liabilities | |||||||||||||||
Accrued expenses | 74,207,000 | 74,207,000 | |||||||||||||
Total liabilities | 562,840,000 | 601,658,000 | 645,387,000 | 571,504,000 | 525,557,000 | 607,597,000 | 579,746,000 | 601,658,000 | 607,597,000 | 562,840,000 | 525,557,000 | 571,504,000 | 514,541,000 | ||
Equity [Abstract] | |||||||||||||||
Accumulated deficit | (536,169,000) | (325,530,000) | (193,251,000) | (184,819,000) | (151,161,000) | (61,976,000) | (57,069,000) | (325,530,000) | (61,976,000) | (536,169,000) | (151,161,000) | (184,819,000) | (95,998,000) | ||
Total stockholders' equity | 363,367,000 | 508,535,000 | 623,157,000 | 609,520,000 | 624,144,000 | 511,563,000 | 514,925,000 | 508,535,000 | 511,563,000 | 363,367,000 | 624,144,000 | 609,520,000 | 475,040,000 | ||
Total liabilities and stockholders' equity | 926,207,000 | 1,110,193,000 | 1,268,544,000 | 1,181,024,000 | 1,149,701,000 | 1,119,160,000 | 1,094,671,000 | 1,110,193,000 | 1,119,160,000 | 926,207,000 | 1,149,701,000 | 1,181,024,000 | 989,581,000 | ||
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS | |||||||||||||||
Cost of revenue | 67,810,000 | 126,764,000 | 140,145,000 | 109,481,000 | 107,696,000 | 129,715,000 | 134,942,000 | 266,909,000 | 264,657,000 | 334,719,000 | 372,353,000 | 481,834,000 | 310,408,000 | ||
Gross profit | 25,978,000 | 73,506,000 | 83,565,000 | 65,451,000 | 54,322,000 | 83,307,000 | 100,631,000 | 157,071,000 | 183,938,000 | 183,049,000 | 238,260,000 | 303,711,000 | 235,364,000 | ||
Sales and marketing | 43,811,000 | 33,094,000 | |||||||||||||
General and administrative | 70,882,000 | 28,886,000 | 42,869,000 | 71,755,000 | |||||||||||
Loss from operations | (199,982,000) | (119,819,000) | (2,987,000) | (27,251,000) | (81,810,000) | 2,935,000 | 47,923,000 | (122,806,000) | 50,858,000 | (322,788,000) | (30,952,000) | (58,203,000) | 58,898,000 | ||
Income (loss) before provision for income taxes | (210,864,000) | (132,233,000) | (8,280,000) | (30,914,000) | (91,168,000) | (4,903,000) | 39,653,000 | (140,513,000) | 34,750,000 | (351,377,000) | (56,418,000) | (87,332,000) | 32,351,000 | ||
Net income (loss) | $ (210,639,000) | $ (132,279,000) | $ (8,432,000) | $ (33,658,000) | $ (89,185,000) | $ (4,907,000) | $ 38,929,000 | $ (140,711,000) | $ 34,022,000 | $ (351,350,000) | $ (55,163,000) | $ (88,821,000) | $ 31,602,000 | ||
Earnings (loss) per share - Basic (in dollars per share) | $ (1.76) | $ (1.12) | $ (0.07) | $ (0.29) | $ (0.78) | $ (0.05) | $ 0.36 | $ (1.19) | $ 0.31 | $ (2.96) | $ (0.50) | $ (0.79) | $ 0.29 | ||
Earnings (loss) per share - Diluted (in dollars per share) | (0.07) | $ (1.76) | $ (1.12) | $ (0.29) | $ (0.78) | $ (0.05) | $ 0.36 | $ (1.19) | $ 0.31 | $ (2.96) | $ (0.50) | $ (0.79) | $ 0.29 | ||
Comprehensive income (loss) | $ (198,421,000) | $ (126,532,000) | $ (1,846,000) | $ (33,755,000) | $ (89,174,000) | $ (128,378,000) | $ (326,799,000) | $ (55,152,000) | $ (88,907,000) | ||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | |||||||||||||||
Net income (loss) | (210,639,000) | (132,279,000) | (8,432,000) | (33,658,000) | (89,185,000) | $ (4,907,000) | $ 38,929,000 | (140,711,000) | $ 34,022,000 | (351,350,000) | (55,163,000) | (88,821,000) | $ 31,602,000 | ||
Inventories | (19,089,000) | (6,697,000) | (18,767,000) | (17,316,000) | (16,731,000) | (40,331,000) | (70,772,000) | (29,531,000) | |||||||
Accounts payable and accrued expenses | (19,351,000) | ||||||||||||||
Adjustment | |||||||||||||||
Current Assets | |||||||||||||||
Inventories | (5,384,000) | (4,484,000) | (4,026,000) | (3,498,000) | (2,761,000) | (1,507,000) | (1,259,000) | (4,484,000) | (1,507,000) | (5,384,000) | (2,761,000) | (3,498,000) | (552,000) | ||
Total current assets | (5,384,000) | (4,484,000) | (4,026,000) | (3,498,000) | (2,761,000) | (1,507,000) | (1,259,000) | (4,484,000) | (1,507,000) | (5,384,000) | (2,761,000) | (3,498,000) | (552,000) | ||
Total assets | (5,384,000) | (4,484,000) | (4,026,000) | (3,498,000) | (2,761,000) | (1,507,000) | (1,259,000) | (4,484,000) | (1,507,000) | (5,384,000) | (2,761,000) | (3,498,000) | (552,000) | ||
Current Liabilities | |||||||||||||||
Accrued expenses | 397,000 | 397,000 | |||||||||||||
Total liabilities | 0 | 397,000 | 0 | 0 | 0 | 0 | 0 | 397,000 | 0 | 0 | 0 | 0 | 0 | ||
Equity [Abstract] | |||||||||||||||
Accumulated deficit | (5,384,000) | (4,881,000) | (4,026,000) | (3,498,000) | (2,761,000) | (1,507,000) | (1,259,000) | (4,881,000) | (1,507,000) | (5,384,000) | (2,761,000) | (3,498,000) | (552,000) | ||
Total stockholders' equity | (5,384,000) | (4,881,000) | (4,026,000) | (3,498,000) | (2,761,000) | (1,507,000) | (1,259,000) | (4,881,000) | (1,507,000) | (5,384,000) | (2,761,000) | (3,498,000) | (552,000) | ||
Total liabilities and stockholders' equity | (5,384,000) | (4,484,000) | (4,026,000) | (3,498,000) | (2,761,000) | (1,507,000) | (1,259,000) | (4,484,000) | (1,507,000) | (5,384,000) | (2,761,000) | (3,498,000) | (552,000) | ||
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS | |||||||||||||||
Cost of revenue | 900,000 | 65,000 | 921,000 | 737,000 | 1,254,000 | 247,000 | 707,000 | 986,000 | 955,000 | 1,886,000 | 2,209,000 | 2,946,000 | 552,000 | ||
Gross profit | (900,000) | (65,000) | (921,000) | (737,000) | (1,254,000) | (247,000) | (707,000) | (986,000) | (955,000) | (1,886,000) | (2,209,000) | (2,946,000) | (552,000) | ||
Sales and marketing | (1,760,000) | 1,760,000 | |||||||||||||
General and administrative | (397,000) | 2,550,000 | (2,153,000) | 397,000 | |||||||||||
Loss from operations | (503,000) | (855,000) | (528,000) | (737,000) | (1,254,000) | (247,000) | (707,000) | (1,383,000) | (955,000) | (1,886,000) | (2,209,000) | (2,946,000) | (552,000) | ||
Income (loss) before provision for income taxes | (503,000) | (855,000) | (528,000) | (737,000) | (1,254,000) | (247,000) | (707,000) | (1,383,000) | (955,000) | (1,886,000) | (2,209,000) | (2,946,000) | (552,000) | ||
Net income (loss) | $ (503,000) | $ (855,000) | $ (528,000) | $ (737,000) | $ (1,254,000) | $ (247,000) | $ (707,000) | $ (1,383,000) | $ (955,000) | $ (1,886,000) | $ (2,209,000) | $ (2,946,000) | $ (552,000) | ||
Earnings (loss) per share - Basic (in dollars per share) | $ 0 | $ (0.01) | $ (0.01) | $ 0 | $ (0.01) | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.03) | $ 0 | ||
Earnings (loss) per share - Diluted (in dollars per share) | $ (0.01) | $ 0 | $ (0.01) | $ 0 | $ (0.01) | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.03) | $ 0 | ||
Comprehensive income (loss) | $ (503,000) | $ (855,000) | $ (528,000) | $ (737,000) | $ (1,254,000) | $ (1,383,000) | $ (1,886,000) | $ (2,209,000) | $ (2,946,000) | ||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | |||||||||||||||
Net income (loss) | $ (503,000) | $ (855,000) | (528,000) | $ (737,000) | $ (1,254,000) | $ (247,000) | $ (707,000) | (1,383,000) | $ (955,000) | (1,886,000) | (2,209,000) | (2,946,000) | $ (552,000) | ||
Inventories | $ 528,000 | $ 707,000 | 986,000 | $ 955,000 | $ 1,886,000 | $ 2,209,000 | $ 2,946,000 | $ 552,000 | |||||||
Accounts payable and accrued expenses | $ 397,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration Risks (Details) - Customer Concentration Risk - Revenue from Contract with Customer, Product and Service Benchmark | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer A | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 14% | 20% | 20% |
Customer B | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 16% | 17% | 18% |
Customer C | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 15% | 16% | 16% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Lives of Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 15 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 20 years |
Office equipment and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 2 years |
Office equipment and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 10 years |
Vehicles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 2 years |
Vehicles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 10 years |
Computer software and hardware | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 3 years |
Computer software and hardware | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 01, 2022 USD ($) | Nov. 30, 2020 USD ($) ft² | |
Concentration Risk [Line Items] | ||||||
Property, plant, and equipment, net | $ 55,510,000 | $ 55,510,000 | $ 55,477,000 | |||
Goodwill impairment | 0 | 222,322,000 | 0 | $ 0 | ||
Advertising expense | 48,400,000 | 58,400,000 | 30,300,000 | |||
Research and development expense | 10,800,000 | 18,800,000 | 6,800,000 | |||
Unrecognized tax benefits, income tax penalties and interest expense | 0 | 0 | 0 | |||
Net foreign exchange gain (loss) | (3,200,000) | (1,400,000) | $ (200,000) | |||
Operating lease right-of-use assets | 13,854,000 | 13,854,000 | $ 0 | |||
Operating lease, liability | $ 14,186,000 | $ 14,186,000 | ||||
Accounting Standards Update 2016-02 | Cumulative Effect, Period of Adoption, Adjustment | ||||||
Concentration Risk [Line Items] | ||||||
Operating lease right-of-use assets | $ 20,800,000 | |||||
Operating lease, liability | $ 21,000,000 | |||||
Residential Model Pellet Grills | ||||||
Concentration Risk [Line Items] | ||||||
Standard product warranty | 3 years | |||||
Accessories For Defects In Material And Workmanship | ||||||
Concentration Risk [Line Items] | ||||||
Standard product warranty | 1 year | |||||
Salt Lake City, UT | ||||||
Concentration Risk [Line Items] | ||||||
Area of building rented | ft² | 85,771 | |||||
Plus construction in progress | Salt Lake City, UT | ||||||
Concentration Risk [Line Items] | ||||||
Property, plant, and equipment, net | $ 4,300,000 | |||||
Software and Software Development Costs | ||||||
Concentration Risk [Line Items] | ||||||
Estimated useful lives (in years) | 3 years | |||||
Minimum | ||||||
Concentration Risk [Line Items] | ||||||
Lessee, operating lease, remaining lease term | 1 month | 1 month | ||||
Finite-lived intangibles, weighted average useful life (in years) | 2 years 6 months | |||||
Maximum | ||||||
Concentration Risk [Line Items] | ||||||
Lessee, operating lease, remaining lease term | 19 years | 19 years | ||||
Finite-lived intangibles, weighted average useful life (in years) | 25 years | |||||
Customer Concentration Risk | Customer A | Accounts Receivable | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 31% | 45% | ||||
Customer Concentration Risk | Customer B | Accounts Receivable | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 20% | 13% | ||||
Customer Concentration Risk | Customer C | Accounts Receivable | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 8% | 13% |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 655,901 | $ 785,545 | $ 545,772 |
Retail | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 502,884 | 689,437 | 506,786 |
Direct to consumer | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 153,017 | 96,108 | 38,986 |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 598,839 | 737,402 | 529,983 |
Rest of world | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 57,062 | 48,143 | 15,789 |
Grills | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 355,441 | 544,200 | 391,047 |
Consumables | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 131,342 | 136,216 | 120,247 |
Accessories | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 169,118 | $ 105,129 | $ 34,478 |
LEASES - Lease, Cost (Details)
LEASES - Lease, Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Operating lease costs | $ 6,476 |
Variable lease costs | 1,561 |
Short-term lease costs | $ 1,154 |
Weighted average remaining lease term | 4 years 6 months 14 days |
Weighted average discount rate | 4.28% |
LEASES - Lessee, Operating Leas
LEASES - Lessee, Operating Lease, Liability, Maturity (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Lease Liabilities | |
2023 | $ 5,649 |
2024 | 3,160 |
2025 | 2,795 |
2026 | 1,499 |
2027 | 488 |
Thereafter | 2,058 |
Total lease payments (receipts) | 15,649 |
Less: Effect of discounting to net present value | (1,463) |
Present value of lease liabilities | 14,186 |
Operating Sublease | |
2023 | (1,291) |
2024 | (1,979) |
2025 | (2,029) |
2026 | (1,035) |
2027 | 0 |
Thereafter | 0 |
Total lease payments (receipts) | $ (6,334) |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Operating Lease, Payments | $ 6,313 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 21,525 |
Derecognition of right-of-use assets due to reassessment of lease term | $ (596) |
ACCOUNTS RECEIVABLES, NET - (De
ACCOUNTS RECEIVABLES, NET - (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Trade accounts receivable | $ 56,822 | $ 108,620 |
Allowance for doubtful accounts | (867) | (1,090) |
Reserve for returns, discounts and allowances | (13,905) | (14,603) |
Total accounts receivable, net | $ 42,050 | $ 92,927 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | |||||||||
Raw materials | $ 7,110 | $ 3,106 | |||||||
Work in process | 12,155 | 11,523 | |||||||
Finished goods | 134,206 | 126,911 | |||||||
Inventories | 153,471 | $ 156,385 | $ 159,320 | $ 160,101 | 141,540 | $ 111,836 | $ 84,644 | $ 74,273 | $ 68,283 |
Inventory adjustments | $ 1,300 | $ 700 |
ACCRUED EXPENSES - Schedule of
ACCRUED EXPENSES - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accrual for inventories in-transit | $ 7,987 | $ 28,536 | |||
Warranty accrual | 7,368 | 8,326 | $ 6,728 | $ 4,798 | |
Accrued compensation and bonus | 4,499 | 7,025 | |||
Other | 32,441 | 25,886 | |||
Accrued expenses | $ 52,295 | $ 74,604 | $ 69,773 |
ACCRUED EXPENSES - Change in Wa
ACCRUED EXPENSES - Change in Warranty Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | |||
Warranty accrual, beginning of period | $ 8,326 | $ 6,728 | $ 4,798 |
Warranty claims | (7,601) | (7,693) | (6,773) |
Warranty costs accrued | 6,643 | 9,291 | 8,703 |
Warranty accrual, end of period | $ 7,368 | $ 8,326 | $ 6,728 |
DERIVATIVES - Narrative (Detail
DERIVATIVES - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Feb. 25, 2022 |
Derivative [Line Items] | ||
Long-term debt | $ 476,070 | |
First Lien Term Loan Facility | Secured Debt | ||
Derivative [Line Items] | ||
Long-term debt | $ 379,200 | |
Interest Rate Swap | ||
Derivative [Line Items] | ||
Notional amount | $ 379,200 | |
Fixed interest rate | 2.08% | |
Interest Rate Swap | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Net asset fair value | $ 23,400 |
DERIVATIVES - Summary of Realiz
DERIVATIVES - Summary of Realized Losses and Unrealized Gains On Interest Rate Swaps (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Realized loss | $ (27,885) | $ (26,646) | $ (34,073) |
Interest Rate Swap | Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Realized loss | (24) | 0 | |
Unrealized gain | 23,410 | 0 | |
Total gain | $ 23,386 | $ 0 |
DERIVATIVES - Summary of Gross
DERIVATIVES - Summary of Gross and Net Fair Value of Foreign Currency Contracts (Details) - Foreign Currency Contracts - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Gross Asset Fair Value | $ 0 | $ 1,439 |
Gross Liability Fair Value | 1,001 | 0 |
Net Fair Value | $ 1,001 | $ 1,439 |
DERIVATIVES - Summary of Gains
DERIVATIVES - Summary of Gains (Losses) from Foreign Currency Contracts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative [Line Items] | |||
Total gain (loss) | $ (3,200) | $ (1,400) | $ (200) |
Foreign Currency Contracts | |||
Derivative [Line Items] | |||
Realized gain (loss) | (1,527) | 8,199 | 1,512 |
Unrealized gain (loss) | (2,396) | (4,821) | 6,087 |
Total gain (loss) | $ (3,923) | $ 3,378 | $ 7,599 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Financial Instruments Measured at Fair value (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Total assets | $ 23,410 | $ 1,439 |
Liabilities: | ||
Total liabilities | 23,748 | 25,300 |
Level 2 | Interest Rate Contract | ||
Assets: | ||
Derivative asset | 23,410 | 0 |
Level 2 | Foreign Currency Contracts | ||
Assets: | ||
Derivative asset | 0 | 1,439 |
Liabilities: | ||
Derivative liability | 1,001 | 0 |
Level 3 | ||
Liabilities: | ||
Contingent consideration | $ 22,747 | $ 25,300 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Apption Labs Limited | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Business combination, contingent consideration, undiscounted liability | $ 27.4 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair value Consideration Payments (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of contingent consideration |
Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 25,300 |
Payments of contingent consideration | (12,555) |
Adjustments to fair value of contingent consideration | $ 10,002 |
FAIR VALUE MEASUREMENTS - Sum_2
FAIR VALUE MEASUREMENTS - Summary of Financial Instruments Reported at Carrying Amount (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 476,070 | $ 388,195 |
Carrying Amount | First Lien Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 476,070 | 388,195 |
Carrying Amount | First Lien and Second Lien Agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 388,195 | |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 393,236 | 386,139 |
Estimated Fair Value | Level 3 | First Lien Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 393,236 | 386,139 |
Estimated Fair Value | Level 3 | First Lien and Second Lien Agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 386,139 |
PROPERTY, PLANT AND EQUIPMENT-
PROPERTY, PLANT AND EQUIPMENT- Property Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation | $ (38,376) | $ (26,221) |
Property, plant, and equipment, net | 55,510 | 55,477 |
Depreciable Property, Plant and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 74,533 | 54,339 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,472 | 1,472 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 22,371 | 19,227 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,538 | 7,891 |
Office equipment and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 16,362 | 9,400 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,122 | 2,876 |
Computer software and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 21,668 | 13,473 |
Plus construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 19,353 | $ 27,359 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation of property, plant, and equipment in cost of sales | $ 6.2 | $ 4 | $ 3.4 |
Depreciation of property, plant, and equipment in general and administrative expense | $ 7.6 | $ 5.2 | $ 4.4 |
GOODWILL AND INTANGIBLES - Narr
GOODWILL AND INTANGIBLES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 74,725 | $ 297,047 | |
Cost, amortization | 7,200 | 4,000 | $ 700 |
Amortization of intangible assets | $ 35,600 | $ 34,400 | $ 32,500 |
GOODWILL AND INTANGIBLES - Fini
GOODWILL AND INTANGIBLES - Finite and Indefinite Lived Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles, gross carrying amount | $ 702,064 | $ 701,634 |
Finite-lived intangibles, accumulated amortization | (189,206) | (146,483) |
Finite-lived intangibles, net book value | $ 512,858 | $ 555,151 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles, weighted average useful life (in years) | 17 years | 17 years |
Finite-lived intangibles, gross carrying amount | $ 378,394 | $ 378,394 |
Finite-lived intangibles, accumulated amortization | (116,857) | (94,251) |
Finite-lived intangibles, net book value | $ 261,536 | $ 284,143 |
Trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles, weighted average useful life (in years) | 24 years | 24 years |
Finite-lived intangibles, gross carrying amount | $ 281,700 | $ 281,700 |
Finite-lived intangibles, accumulated amortization | (58,271) | (45,941) |
Finite-lived intangibles, net book value | $ 223,429 | $ 235,759 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles, weighted average useful life (in years) | 5 years | 5 years |
Finite-lived intangibles, gross carrying amount | $ 36,300 | $ 36,300 |
Finite-lived intangibles, accumulated amortization | (12,700) | (5,668) |
Finite-lived intangibles, net book value | $ 23,600 | $ 30,632 |
Distributor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles, weighted average useful life (in years) | 8 years | 8 years |
Finite-lived intangibles, gross carrying amount | $ 2,400 | $ 2,400 |
Finite-lived intangibles, accumulated amortization | (450) | (150) |
Finite-lived intangibles, net book value | $ 1,950 | $ 2,250 |
Non-compete arrangements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles, weighted average useful life (in years) | 2 years 6 months | 2 years 6 months |
Finite-lived intangibles, gross carrying amount | $ 700 | $ 700 |
Finite-lived intangibles, accumulated amortization | (420) | (140) |
Finite-lived intangibles, net book value | $ 280 | $ 560 |
Favorable lease position | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles, weighted average useful life (in years) | 8 years | 8 years |
Finite-lived intangibles, gross carrying amount | $ 51 | $ 51 |
Finite-lived intangibles, accumulated amortization | (35) | (29) |
Finite-lived intangibles, net book value | $ 16 | $ 22 |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles, weighted average useful life (in years) | 11 years | 11 years |
Finite-lived intangibles, gross carrying amount | $ 2,519 | $ 2,089 |
Finite-lived intangibles, accumulated amortization | (473) | (304) |
Finite-lived intangibles, net book value | $ 2,047 | $ 1,785 |
GOODWILL AND INTANGIBLES - Esti
GOODWILL AND INTANGIBLES - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles, net book value | $ 512,858 | $ 555,151 |
Excluding Patents Pending Not Yet Amortized | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 | 42,728 | |
2024 | 42,289 | |
2025 | 41,835 | |
2026 | 38,582 | |
2027 | 35,354 | |
Thereafter | 311,334 | |
Finite-lived intangibles, net book value | $ 512,122 |
NOTES PAYABLE - Consolidated Ou
NOTES PAYABLE - Consolidated Outstanding Debt (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Less: unamortized deferred financing costs | $ (7,712) | $ (8,800) | |
Less: current maturities | (250) | 0 | |
Notes payable, net of current portion | 468,108 | 379,395 | |
Revolving Credit Facility | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Notes payable, net of current portion | $ 9,500 | ||
First Lien Term Loan Facility | Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total notes payable | $ 72,000 | 9,000 | |
Interest rate | 8% | ||
First Lien Term Loan Facility, Term Loan Maturing June 2028 | Line of Credit | Secured Debt | |||
Debt Instrument [Line Items] | |||
Total notes payable | $ 404,070 | 379,195 | |
Interest rate | 7.60% | ||
Second Lein Term Loan Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total notes payable | $ 476,070 | $ 388,195 |
NOTES PAYABLE - Narrative (Deta
NOTES PAYABLE - Narrative (Details) - USD ($) | 12 Months Ended | ||||||||
Mar. 20, 2023 | Aug. 11, 2021 | Jun. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2023 | Aug. 09, 2022 | Jul. 31, 2021 | |
Debt Instrument [Line Items] | |||||||||
Loss on extinguishment of debt | $ 2,000,000 | $ 0 | $ 5,185,000 | $ 0 | |||||
Financing costs | 0 | 8,601,000 | 810,000 | ||||||
Amortization of deferred financing costs | 1,957,000 | 2,523,000 | $ 2,762,000 | ||||||
Notes payable, net of current portion | 468,108,000 | $ 379,395,000 | |||||||
First Lien Term Loan Facility, Term Loan Maturing June 2026 | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Financing costs | 8,400,000 | ||||||||
Debt instrument, unamortized discount | $ 2,800,000 | ||||||||
Amortization of deferred financing costs | $ 3,200,000 | ||||||||
First Lien Term Loan Facility | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, covenant, minimum net leverage ratio | 620% | 850% | |||||||
Debt instrument, covenant, minimum liquidity | $ 35,000,000 | ||||||||
Debt instrument, covenant, fixed dollar amount | $ 127,000,000 | $ 102,000,000 | |||||||
Secured Debt | First Lien Term Loan Facility, Term Loan Maturing June 2026 | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | 560,000,000 | ||||||||
Proceeds from issuance of long-term debt | $ 25,000,000 | ||||||||
Financing costs | $ 6,700,000 | ||||||||
Repayments of debt | $ 130,800,000 | ||||||||
Debt instrument, covenant, maximum leverage ratio | 620% | ||||||||
Delayed Draw Term Loan | First Lien Term Loan Facility, Term Loan Maturing June 2026 | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 50,000,000 | ||||||||
Revolving Credit Facility | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes payable, net of current portion | $ 9,500,000 | ||||||||
Revolving Credit Facility | Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of long-term debt | $ 30,000,000 | ||||||||
Revolving Credit Facility | First Lien Term Loan Facility, Term Loan Maturing June 2026 | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 125,000,000 | ||||||||
Financing costs | 1,700,000 | ||||||||
Letter of Credit | First Lien Term Loan Facility, Term Loan Maturing June 2026 | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 15,000,000 | ||||||||
Minimum | Secured Debt | First Lien Term Loan Facility, Term Loan Maturing June 2026 | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate | 3% | ||||||||
Upfront fee percentage | 0% | ||||||||
Minimum | Revolving Credit Facility | First Lien Term Loan Facility, Term Loan Maturing June 2026 | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate | 2.75% | ||||||||
Unused capacity percentage | 0.25% | ||||||||
Maximum | Secured Debt | First Lien Term Loan Facility, Term Loan Maturing June 2026 | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate | 3.25% | ||||||||
Maximum | Revolving Credit Facility | First Lien Term Loan Facility, Term Loan Maturing June 2026 | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate | 3.25% | ||||||||
Unused capacity percentage | 0.50% |
NOTES PAYABLE - Future Maturiti
NOTES PAYABLE - Future Maturities of Notes Payable (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Maturities of Long-term Debt [Abstract] | |
2023 | $ 250 |
2024 | 250 |
2025 | 250 |
2026 | 72,250 |
2027 | 250 |
Thereafter | 402,820 |
Long-term debt | $ 476,070 |
RECEIVABLES FINANCING AGREEME_2
RECEIVABLES FINANCING AGREEMENT (Details) - Accounts Receivable Credit Facility - Line of Credit - USD ($) | Jun. 29, 2021 | Dec. 31, 2022 | Jun. 28, 2021 |
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 100,000,000 | ||
Upfront fee percentage | 1.70% | ||
Outstanding principal balance | $ 11,700,000 | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Current borrowing capacity | $ 30,000,000 | ||
Unused capacity percentage | 0.25% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Current borrowing capacity | $ 45,000,000 | ||
Unused capacity percentage | 0.50% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Recorded Unconditional Purchase Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Recorded Unconditional Purchase Obligation, Fiscal Year Maturity Schedule [Abstract] | |
2023 | $ 3,112 |
2024 | 2,618 |
2025 | 342 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total future minimum payments | $ 6,072 |
RETIREMENT PLAN (Details)
RETIREMENT PLAN (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Compensation expense recognized for 401(k) | $ 2.3 | $ 1.6 | $ 1.2 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | Jul. 28, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock authorized (in shares) | 1,000,000,000 | 1,000,000,000 | ||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock authorized (in shares) | 25,000,000 | 25,000,000 | ||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common unit outstanding (in shares) | 108,724,422 | |||
Common stock outstanding (in shares) | 122,624,414 | 117,547,916 | 108,724,387 | |
As Previously Reported | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common unit outstanding (in shares) | 10 | |||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share price (in dollars per share) | $ 18 |
EQUITY-BASED COMPENSATION - Nar
EQUITY-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2022 shares | Aug. 02, 2021 USD ($) $ / shares | Jul. 20, 2021 tranche shares | Sep. 25, 2017 shares | Aug. 31, 2022 shares | Dec. 31, 2022 USD ($) shares | Jan. 01, 2022 shares | Jul. 28, 2021 $ / 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 | |||||||
Number of additional shares available for grant (in shares) | 5,877,395 | |||||||
Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity compensation expense | $ | $ 39.4 | |||||||
IPO | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share price (in dollars per share) | $ / shares | $ 18 | |||||||
IPO | Common Class B | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share price (in dollars per share) | $ / shares | $ 18 | |||||||
Incentive Units | Common Class B | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity compensation expense | $ | $ 47.4 | |||||||
Incentive Units | 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% | |||||||
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 | |||||||
Required period to hold shares after vesting | 2 years | |||||||
Accelerated vesting (in shares) | 2,075,455 | |||||||
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 | |||||||
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] | ||||||||
Award vesting rights percentage | 50% | |||||||
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] | ||||||||
Award vesting rights percentage | 50% | |||||||
Restricted stock units | IPO | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity compensation expense | $ | 1.1 | |||||||
Decrease in fair value of awards | 6,700,000 | |||||||
Time-Based Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized stock based compensation expense | $ | $ 31.5 | |||||||
Share-based payment arrangement, unrecognized compensation, weighted average period (in years) | 2 years 18 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% | |||||||
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% | |||||||
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% | |||||||
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% | |||||||
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% | |||||||
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 | $ | $ 37 | |||||||
Share-based payment arrangement, unrecognized compensation, weighted average period (in years) | 3 years 2 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 | |||||||
Required period to hold shares after vesting | 2 years | |||||||
Performance 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% | |||||||
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% | |||||||
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% | |||||||
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% | |||||||
Performance-Based Restricted Stock Units | Chief Executive Officer | Fifth Vesting Tranche | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percentage of outstanding common stock | 125% | |||||||
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% | |||||||
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% | |||||||
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% | |||||||
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% | |||||||
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% | |||||||
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% | |||||||
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% | |||||||
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% | |||||||
Performance-Based Restricted Stock Units | Chief Executive Officer | Tranche Five | Fifth Vesting Tranche | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights percentage | 50% | |||||||
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) | 7,449.98 | |||||||
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] | ||||||||
Award vesting rights percentage | 50% | |||||||
Percentage of outstanding common stock | 200% | |||||||
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] | ||||||||
Award vesting rights percentage | 50% | |||||||
Percentage of outstanding common stock | 300% | |||||||
Performance-Based Restricted Stock Units | IPO | 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 | |||||||
Performance Shares | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Accelerated vesting (in shares) | 518,864 |
EQUITY-BASED COMPENSATION - Out
EQUITY-BASED COMPENSATION - Outstanding Award, Activity (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Time-Based Restricted Stock Units | |
Units | |
Outstanding at beginning period (in shares) | shares | 6,274,860 |
Modified (in shares) | shares | (449,179) |
Granted (in shares) | shares | 4,991,392 |
Vested (in shares) | shares | (4,044,296) |
Forfeited (in shares) | shares | (848,942) |
Outstanding at ending period (in shares) | shares | 5,923,835 |
Weighted Average Grant Date Fair Value | |
Outstanding, Weighted average grant date fair value at beginning period (in dollars per share) | $ / shares | $ 18.08 |
Modified (in dollars per share) | $ / shares | 18.05 |
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares | 3.69 |
Vested, Weighted average grant date fair value (in dollars per share) | $ / shares | 17.55 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 15.24 |
Outstanding, Weighted average grant date fair value at ending period (in dollars per share) | $ / shares | $ 6.73 |
Performance-Based Restricted Stock Units | |
Units | |
Outstanding at beginning period (in shares) | shares | 5,933,636 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (1,037,728) |
Forfeited (in shares) | shares | (181,666) |
Outstanding at ending period (in shares) | shares | 4,714,242 |
Weighted Average Grant Date Fair Value | |
Outstanding, Weighted average grant date fair value at beginning period (in dollars per share) | $ / shares | $ 13.25 |
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares | 0 |
Vested, Weighted average grant date fair value (in dollars per share) | $ / shares | 16.52 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 11.84 |
Outstanding, Weighted average grant date fair value at ending period (in dollars per share) | $ / shares | $ 12.59 |
EQUITY-BASED COMPENSATION - Ves
EQUITY-BASED COMPENSATION - Vesting Schedule of PSUs (Details) - Chief Executive Officer - Performance-Based Restricted Stock Units | 12 Months Ended |
Dec. 31, 2022 | |
First Vesting Tranche | First Anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50% |
First Vesting Tranche | Second Anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50% |
Second Vesting Tranche | Second Anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50% |
Second Vesting Tranche | Third Anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50% |
Third Vesting Tranche | Third Anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50% |
Third Vesting Tranche | Fourth Anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50% |
Fourth Vesting Tranche | Fourth Anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50% |
Fourth Vesting Tranche | Fifth Anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50% |
Fifth Vesting Tranche | Fifth Anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50% |
Fifth Vesting Tranche | Sixth Anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights percentage | 50% |
EQUITY-BASED COMPENSATION - Sch
EQUITY-BASED COMPENSATION - Schedule of Equity-based Compensation, Expensed and Capitalized Amount (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based arrangement, compensation expense | $ 87,697 | $ 81,112 | $ 12,810 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based arrangement, compensation expense | 202 | 947 | 88 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based arrangement, compensation expense | 3,796 | 16,401 | 2,575 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based arrangement, compensation expense | $ 83,699 | $ 63,764 | $ 10,147 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income (loss) before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||||||||||||
Domestic | $ (380,014) | $ (83,172) | $ 30,888 | |||||||||||
Foreign | (940) | (7,106) | 911 | |||||||||||
Income (loss) before provision for income taxes | $ (211,367) | $ (133,088) | $ (8,808) | $ (31,651) | $ (92,422) | $ (5,150) | $ 38,946 | $ (141,896) | $ 33,795 | $ (353,263) | $ (58,627) | $ (380,954) | $ (90,278) | $ 31,799 |
INCOME TAXES - Current and Defe
INCOME TAXES - Current and Deferred Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 241 | $ 124 | $ 0 |
State | 8 | 208 | 678 |
Foreign | 2,247 | 2,095 | 121 |
Total current tax expense | 2,496 | 2,427 | 799 |
Deferred expense: | |||
Federal | 0 | 1 | 0 |
State | 0 | 0 | 0 |
Foreign | (1,310) | (939) | (50) |
Total deferred tax benefit | (1,310) | (938) | (50) |
Provision for income taxes | $ 1,186 | $ 1,489 | $ 749 |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
State income taxes, net of federal benefit | 3.20% | 3.70% | 3.30% |
Foreign rate differential | (0.10%) | (2.00%) | 0.20% |
Equity-based compensation | (3.80%) | (14.30%) | 9.90% |
Global intangible low-taxed income | (0.60%) | (1.60%) | 0% |
Non-deductible items | (1.10%) | (1.10%) | 0.50% |
Research and development credits | 0.10% | 0.60% | (0.70%) |
Change in partnership investment | (0.90%) | (3.00%) | 0% |
Changes in valuation allowance | (19.50%) | (5.40%) | (33.90%) |
Changes in tax rates | 0% | (0.70%) | (0.50%) |
Other | 1.40% | 1% | 2.60% |
Effective income tax rate reconciliation, percent | (0.30%) | (1.70%) | 2.40% |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 30,785 | $ 19,483 | $ 16,807 |
Sec. 163(j) interest | 9,948 | 3,342 | 2,998 |
Tax credits | 1,516 | 1,206 | 725 |
Equity-based compensation | 1 | 68 | 0 |
Property and equipment | 78 | 0 | 34 |
Deferred compensation | 0 | 722 | 0 |
Operating lease liabilities | 168 | 0 | 0 |
Investments | 55,952 | 340 | 0 |
Other | 180 | 0 | 0 |
Less: valuation allowance | (98,211) | (25,092) | (20,384) |
Total deferred tax assets | 417 | 69 | 180 |
Deferred tax liabilities: | |||
Property and equipment | (645) | (229) | 0 |
Intangible assets | (9,971) | (11,513) | 0 |
Investments | 0 | 0 | (146) |
Operating right-of-use assets | (171) | 0 | 0 |
Total deferred tax liabilities | (10,787) | (11,742) | (146) |
Net deferred tax asset (liability) | $ (10,370) | $ (11,673) | |
Net deferred tax asset (liability) | $ 34 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | ||||
Unrecognized tax benefits | $ 1,056,000 | $ 908,000 | $ 0 | $ 0 |
Unrecognized tax benefits that would impact effective tax rate if recognized | 0 | |||
Unrecognized tax benefits, income tax penalties and interest expense | 0 | $ 0 | $ 0 | |
Federal | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 121,800,000 | |||
Net operating loss for indefinite carryforwards | 95,300,000 | |||
Federal | Research Tax Credit Carryforward | ||||
Income Tax Contingency [Line Items] | ||||
Tax credit carryforward amount | 2,100,000 | |||
State and Local Jurisdiction | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 69,100,000 | |||
State and Local Jurisdiction | Research Tax Credit Carryforward | ||||
Income Tax Contingency [Line Items] | ||||
Tax credit carryforward amount | $ 500,000 |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benfits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized benefit—beginning of the year | $ 908 | $ 0 | $ 0 |
Gross increases—current period positions | 196 | 908 | 0 |
Unrecognized Tax Benefits, Decrease Resulting from Current Period Tax Positions | (48) | 0 | 0 |
Unrecognized benefit—end of the year | $ 1,056 | $ 908 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Affiliated Entity - Customer Service and Support - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Related party transaction expenses | $ 6.4 | $ 10.1 | $ 6.5 |
Amount payable to third party | $ 0.4 | $ 1.2 |
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 | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||||||||||||||
Net income (loss) | $ (211,142) | $ (133,134) | $ (8,960) | $ (34,395) | $ (90,439) | $ (5,154) | $ 38,222 | $ (142,094) | $ 33,067 | $ (353,236) | $ (57,372) | $ (382,140) | $ (91,767) | $ 31,050 | |
Weighted average common shares outstanding - basic (in shares) | 119,698,776 | 112,374,669 | 108,724,387 | ||||||||||||
Effect of dilutive securities: | |||||||||||||||
Restricted stock (in shares) | 0 | 0 | 0 | ||||||||||||
Weighted average common shares outstanding - diluted (in shares)) | 119,698,776 | 112,374,669 | 108,724,387 | ||||||||||||
Earnings (loss) per share | |||||||||||||||
Earnings (loss) per share - Basic (in dollars per share) | $ (1.76) | $ (1.13) | $ (0.08) | $ (0.29) | $ (0.79) | $ (0.05) | $ 0.35 | $ (1.20) | $ 0.30 | $ (2.98) | $ (0.52) | $ (3.19) | $ (0.82) | $ 0.29 | |
Earnings (loss) per share - Diluted (in dollars per share) | $ (0.08) | $ (1.76) | $ (1.13) | $ (0.29) | $ (0.79) | $ (0.05) | $ 0.35 | $ (1.20) | $ 0.30 | $ (2.98) | $ (0.52) | $ (3.19) | $ (0.82) | $ 0.29 |
EARNINGS (LOSS) PER SHARE - S_2
EARNINGS (LOSS) PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities (in shares) | 10,638,077 | 12,208,496 | 0 |
RESTRUCTURING PLAN - Narrative
RESTRUCTURING PLAN - Narrative (Details) | 3 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Number of positions eliminated, period percent | 14% |
RESTRUCTURING PLAN - Restructur
RESTRUCTURING PLAN - Restructuring Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Inventory write-off and contract cancellation costs | $ 2,218 | ||
Costs recorded in restructuring costs: | |||
Total costs recorded in restructuring costs | 9,324 | $ 0 | $ 0 |
Total restructuring costs | 11,542 | ||
Employee related costs | |||
Costs recorded in restructuring costs: | |||
Total costs recorded in restructuring costs | 2,261 | ||
Contract exit costs | |||
Costs recorded in restructuring costs: | |||
Total costs recorded in restructuring costs | 5,511 | ||
Other restructuring related costs | |||
Costs recorded in restructuring costs: | |||
Total costs recorded in restructuring costs | $ 1,552 |
RESTRUCTURING PLAN - Summary of
RESTRUCTURING PLAN - Summary of Activity in the Restructuring Reserve (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Employee related costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 0 |
Net additions charged to expense | 2,262 |
Cash payments against reserve | (2,127) |
Ending balance | 135 |
Contract exit costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
Net additions charged to expense | 7,506 |
Cash payments against reserve | (4,553) |
Ending balance | 2,953 |
Other restructuring related costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
Net additions charged to expense | 0 |
Cash payments against reserve | 0 |
Ending balance | $ 0 |