Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 01, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
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 | 533 South 400 West | ||
Entity Address, City or Town | Salt Lake City | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84101 | ||
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 | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 137.4 | ||
Entity Common Stock, Shares Outstanding | 127,940,759 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement relating to its 2024 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, 2023 are incorporated herein by reference in Part III. | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001857853 | ||
Document Financial Statement Error Correction [Flag] | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 29,921 | $ 39,055 |
Restricted cash | 0 | 12,500 |
Accounts receivable, net | 59,938 | 42,050 |
Inventories | 96,175 | 153,471 |
Prepaid expenses and other current assets | 30,346 | 27,162 |
Total current assets | 216,380 | 274,238 |
Property, plant, and equipment, net | 42,591 | 55,510 |
Operating lease right-of-use assets | 48,188 | 13,854 |
Goodwill | 74,725 | 74,725 |
Intangible assets, net | 470,546 | 512,858 |
Other long-term assets | 8,329 | 15,530 |
Total assets | 860,759 | 946,715 |
Current Liabilities | ||
Accounts payable | 33,280 | 29,841 |
Accrued expenses | 52,941 | 52,295 |
Line of credit | 28,400 | 11,709 |
Current portion of notes payable | 250 | 250 |
Current portion of operating lease liabilities | 3,608 | 5,185 |
Current portion of contingent consideration | 15,000 | 12,157 |
Other current liabilities | 495 | 1,470 |
Total current liabilities | 133,974 | 112,907 |
Notes payable, net of current portion | 397,300 | 468,108 |
Operating lease liabilities, net of current portion | 29,142 | 9,001 |
Contingent consideration, net of current portion | 0 | 10,590 |
Deferred tax liability | 8,236 | 10,370 |
Other non-current liabilities | 759 | 870 |
Total liabilities | 569,411 | 611,846 |
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, 2023 and 2022 | 0 | 0 |
Common stock value | 13 | 12 |
Additional paid-in capital | 935,272 | 882,069 |
Accumulated deficit | (654,877) | (570,475) |
Accumulated other comprehensive income | 10,940 | 23,263 |
Total stockholders' equity | 291,348 | 334,869 |
Total liabilities and stockholders' equity | $ 860,759 | $ 946,715 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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) | 125,865,303 | 122,624,414 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenue | $ 605,882,000 | $ 655,901,000 | $ 785,545,000 |
Cost of revenue | 382,325,000 | 427,129,000 | 484,780,000 |
Gross profit | 223,557,000 | 228,772,000 | 300,765,000 |
Operating expense: | |||
Sales and marketing | 108,727,000 | 130,688,000 | 165,180,000 |
General and administrative | 129,800,000 | 166,824,000 | 158,555,000 |
Amortization of intangible assets | 35,554,000 | 35,554,000 | 34,379,000 |
Change in fair value of contingent consideration | 4,698,000 | 10,002,000 | 3,800,000 |
Goodwill impairment | 0 | 222,322,000 | 0 |
Restructuring costs | 225,000 | 9,324,000 | 0 |
Total operating expense | 279,004,000 | 574,714,000 | 361,914,000 |
Loss from operations | (55,447,000) | (345,942,000) | (61,149,000) |
Other income (expense): | |||
Interest expense | (31,275,000) | (27,885,000) | (26,646,000) |
Loss on extinguishment of debt | 0 | 0 | (5,185,000) |
Other income (expense), net | 4,305,000 | (7,127,000) | 2,702,000 |
Total other expense | (26,970,000) | (35,012,000) | (29,129,000) |
Loss before provision for income taxes | (82,417,000) | (380,954,000) | (90,278,000) |
Provision for income taxes | 1,985,000 | 1,186,000 | 1,489,000 |
Net loss | $ (84,402,000) | $ (382,140,000) | $ (91,767,000) |
Net income (loss) per share - basic (in dollars per share) | $ (0.68) | $ (3.19) | $ (0.82) |
Net income (loss) per share - diluted (in dollars per share) | $ (0.68) | $ (3.19) | $ (0.82) |
Weighted average common shares outstanding - basic (in shares) | 123,726,252 | 119,698,776 | 112,374,669 |
Weighted average common shares outstanding - diluted (in shares) | 123,726,252 | 119,698,776 | 112,374,669 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | $ 129,000 | $ (61,000) | $ (86,000) |
Change in cash flow hedge | (2,088,000) | 23,410,000 | 0 |
Amortization of dedesignated cash flow hedge | (10,364,000) | 0 | 0 |
Total other comprehensive income (loss) | (12,323,000) | 23,349,000 | (86,000) |
Comprehensive loss | $ (96,725,000) | $ (358,791,000) | $ (91,853,000) |
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, 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 | |||||||
Stock-based compensation | 81,112 | 81,112 | ||||||||
Net loss | (91,767) | (91,767) | ||||||||
Foreign currency translation adjustments | (86) | $ (86) | ||||||||
Change in cash flow hedge | 0 | |||||||||
Amortization of dedesignated 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 (in shares) | 117,547,916 | |||||||||
Ending balance | $ 12 | |||||||||
Stock-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 loss | (382,140) | (382,140) | ||||||||
Foreign currency translation adjustments | (61) | (61) | ||||||||
Change in cash flow hedge | 23,410 | 23,410 | ||||||||
Amortization of dedesignated cash flow hedge | 0 | |||||||||
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 (in shares) | 122,624,414 | |||||||||
Ending balance | 334,869 | $ 12 | ||||||||
Issuance of common shares in IPO, net of issuance costs | 1 | $ 1 | ||||||||
Stock-based compensation | 53,203 | 53,203 | ||||||||
Issuance of common stock under stock plan (in shares) | 3,240,889 | |||||||||
Net loss | (84,402) | (84,402) | ||||||||
Foreign currency translation adjustments | 129 | 129 | ||||||||
Change in cash flow hedge | (2,088) | (2,088) | ||||||||
Amortization of dedesignated cash flow hedge | (10,364) | $ (10,364) | ||||||||
Ending balance (in shares) at Dec. 31, 2023 | 0 | |||||||||
Ending balance at Dec. 31, 2023 | 291,348 | $ 0 | $ 0 | $ 935,272 | $ (654,877) | $ 10,940 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Ending balance (in shares) | 125,865,303 | |||||||||
Ending balance | $ 291,348 | $ 13 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (84,402,000) | $ (382,140,000) | $ (91,767,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation of property, plant, and equipment | 15,011,000 | 13,821,000 | 9,150,000 |
Amortization of intangible assets | 42,770,000 | 42,726,000 | 38,350,000 |
Amortization of deferred financing costs | 2,016,000 | 1,957,000 | 2,523,000 |
Loss on disposal of property, plant, and equipment | 2,188,000 | 1,140,000 | 274,000 |
Deferred income taxes | (2,133,000) | (1,303,000) | (939,000) |
Loss on extinguishment of debt | 0 | 0 | 5,185,000 |
Stock-based compensation expense | 53,203,000 | 87,697,000 | 81,112,000 |
Bad debt expense | (154,000) | (175,000) | 468,000 |
Unrealized loss on derivative contracts | 3,997,000 | 2,440,000 | 4,821,000 |
Amortization of dedesignated cash flow hedge | (10,364,000) | 0 | 0 |
Change in fair value of contingent consideration | 4,478,000 | 6,722,000 | 3,800,000 |
Goodwill impairment | 0 | 222,322,000 | 0 |
Restructuring costs | 0 | 2,046,000 | 0 |
Non-cash operating lease costs | 188,000 | 331,000 | 0 |
Other non-cash adjustments | 77,000 | 3,000 | 0 |
Change in operating assets and liabilities: | |||
Accounts receivable, net | (17,735,000) | 51,052,000 | (26,365,000) |
Inventories | 57,295,000 | (11,931,000) | (67,826,000) |
Prepaid expenses and other current assets | (4,199,000) | (3,046,000) | (5,787,000) |
Other non-current assets | (568,000) | 78,000 | (681,000) |
Accounts payable and accrued expenses | 2,374,000 | (28,211,000) | 19,182,000 |
Other non-current liabilities | 0 | (435,000) | 73,000 |
Net cash provided by (used in) operating activities | 64,042,000 | 5,094,000 | (28,427,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of property, plant, and equipment | (19,946,000) | (18,398,000) | (22,479,000) |
Capitalization of patent costs | (460,000) | (506,000) | (563,000) |
Proceeds from sale of property, plant, and equipment | 3,028,000 | 0 | 0 |
Business combination, net of cash acquired | 0 | 0 | (56,855,000) |
Net cash used in investing activities | (17,378,000) | (18,904,000) | (79,897,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from line of credit | 115,900,000 | 179,000,000 | 118,000,000 |
Repayments on line of credit | (171,209,000) | (145,429,000) | (67,862,000) |
Proceeds from long-term debt | 0 | 25,000,000 | 510,000,000 |
Payment of deferred financing costs | 0 | 0 | (8,601,000) |
Repayments of long-term debt | (250,000) | (125,000) | (579,921,000) |
Principal payments on finance lease liabilities | (514,000) | (505,000) | (382,000) |
Payments of acquisition related contingent consideration | (12,225,000) | (9,275,000) | 0 |
Taxes paid related to net share settlement of equity awards | 0 | (41,000) | 0 |
Proceeds from initial public offering, net of issuance costs | 0 | 0 | 142,274,000 |
Net cash provided by (used in) financing activities | (68,298,000) | 48,625,000 | 113,508,000 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (21,634,000) | 34,815,000 | 5,184,000 |
Cash, cash equivalents, and restricted cash at beginning of period | 51,555,000 | 16,740,000 | 11,556,000 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD | 29,921,000 | 51,555,000 | 16,740,000 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Cash paid during the period for interest | 40,060,000 | 25,138,000 | 23,444,000 |
Cash paid for income taxes | 3,062,000 | 2,844,000 | 1,654,000 |
NON-CASH FINANCING AND INVESTING ACTIVITIES | |||
Equipment purchased under finance leases | 460,000 | 1,116,000 | 645,000 |
Property, plant, and equipment included in accounts payable and accrued expenses | $ 3,975,000 | $ 2,134,000 | $ 8,586,000 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2023 | |
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, and sauces, as well as grill accessories (including P.A.L. Pop-And-Lock accessory rails, grill covers, liners, tools, MEATER smart thermometers, apparel and other ancillary items). 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. Certain prior period amounts have been reclassified to conform with the current period’s presentation. The reclassifications did not have a significant impact on the accompanying consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
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, obsolete reserves, valuation and impairment of intangible assets including goodwill, unrealized positions on foreign currency derivatives and reserves for warranty. Actual results could differ from these estimates. 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 that are restricted in use and were drawn down to fund payments of contingent consideration associated with the acquisition of Apption Labs. 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, 2023 2022 2021 Customer A 18 % 14 % 20 % Customer B 16 % 16 % 17 % Customer C 10 % 15 % 16 % Concentrations of credit risk exist to the extent credit terms are extended with four large customers that account for a significant portion of our trade accounts receivables. As of December 31, 2023, there were four large customers A, B, C, and D that accounted for 37%, 11%, 6%, and 14% of the Company's trade accounts receivable as compared to 31%, 20%, 8%, and 4% as of December 31, 2022. A business failure on the part of any one the four customers could result in a material amount of exposure to the Company. No other single customer accounted for greater than 10% of the Company's trade accounts receivable as of December 31, 2023 and 2022. Additionally, no other single customer accounted for greater than 10% of the Company’s net sales for the years ended December 31, 2023, 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 estimated credit loss and a reserve for estimated returns, discounts and allowances. The Company estimates its credit losses over the contractual term of the receivable and establishes an allowance for credit losses based on historical experience, current available information, and expectations of future economic conditions. The Company mitigates credit loss risk from accounts receivable by assessing customers for credit worthiness, including ongoing credit evaluations and their payment trends. As the risk of loss is determined to be similar based on the credit risk factors, we aggregate receivables on a collective basis when assessing credit losses. Accounts receivable are uncollateralized customer obligations due under normal trade terms. Receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded to income when received. The Company estimates the reserve for returns, discounts and allowances based on historical experience, contractual terms and agreed upon arrangements. 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 accompanying consolidated balance sheets, and that corresponding gains and losses are recognized in other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. The Company applies hedge accounting to the interest rate swap agreement and does not apply hedge accounting to the foreign exchange option contracts. For details associated with the Company's dedesignated interest rate swap hedging relationship, see Note 8 – Derivatives . 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. The remaining carrying value along with any proceeds are considered and recognized as a gain or loss within general and administrative expense or selling and marketing expense in the accompanying consolidated statements of operations and comprehensive 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 accompanying 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. As of December 31, 2023, the Company’s leases have remaining lease terms ranging from 1 month to 14 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. When lease agreements provide allowances for leasehold improvements, the Company assesses whether it is the owner of the leasehold improvements for accounting purposes. When the Company concludes that it is the owner, it capitalizes the leasehold improvement assets and recognizes the related depreciation expense on a straight-line basis over the lesser of the lease term or the estimated useful life of the asset. Additionally, the Company recognizes the amounts of allowances to be received from the lessor as a reduction of the lease liability and the associated right of use asset. When the Company concludes that it is not the owner, the payments that the Company makes towards the leasehold improvements are capitalized and ultimately recognized within the ROU asset upon lease commencement. Amounts recorded within ROU asset are recognized as a component of straight-line rent expense over the term of the lease. 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, considering 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 accompanying consolidated statements of operations and comprehensive loss. Sublease income for the years ended December 31, 2023, 2022 and 2021 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 long-term assets on the accompanying 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 to acquired patent technology and to 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 accompanying consolidated statement of operations and comprehensive 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. The Company currently operates 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 the Company elects to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that carrying value exceeds its fair value, the Company performs a quantitative goodwill impairment test. Under the quantitative goodwill impairment test, if the Company's reporting unit’s carrying amount exceeds its fair value, it 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 its long-term business strategy. Under the market approach, the Company uses the guideline company method to develop valuation multiples and compare its 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 2023 and 2022, 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. However, the Company identified impairment indicators during the second and third quarters of 2022 and performed interim goodwill quantitative impairment assessments. As a result, 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. 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, 2023 and 2022. Fair Value of Financial Instruments – For financial assets and liabilities recorded at fair value on a recurring or a 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 accompanying 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 accompanying 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 accompanying 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 accompanying consolidated statements of operations and comprehensive 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. Based on the achievement of the fiscal year 2023 performance targets, the Company expects to pay $15.0 million during the first half of fiscal year 2024. Revenue Recognition and Sales Returns and Allowances – 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 loss. On December 14, 2023, the Company announced a voluntary recall of its Flatrock flat top grill which impacted the operating results by $2.6 million due to estimated product returns, recall charges, inventory-write offs, logistics and rework and estimated legal costs for the year ended December 31, 2023. 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 stock-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 accompanying consolidated statements of operations and comprehensive loss. Advertising Costs – The Company incurs non-direct response advertising costs which are expensed as incurred. Advertising expense was $39.8 million, $48.4 million and $58.4 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is included in selling and marketing expense on the accompanying consolidated statements of operations and comprehensive loss. General and Administrative – General and administrative expense consist primarily of personnel-related expenses, including salaries, benefits and stock-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 accompanying consolidated statements of operations and comprehensive loss. Research and Development – Research and development expenses consist primarily of personnel-related expenses, including salaries, benefits and stock-based compensation expense, as well as professional services, prototype materials and software platform costs. Research and development expense was $11.5 million, $10.8 million and $18.8 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is included in general and administrative expenses on the accompanying consolidated statements of operations and comprehensive 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 and comprehensive loss. No interest and penalties related to uncertain tax positions were recorded for either the year-ended December 31, 2023, 2022 or 2021, respectively. The Company has re |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 2021 Grills $ 299,346 $ 355,441 $ 544,200 Consumables 114,901 131,342 136,216 Accessories 191,635 169,118 105,129 Total revenue $ 605,882 $ 655,901 $ 785,545 Year-ended December 31, Revenue by geography 2023 2022 2021 North America $ 536,496 $ 598,839 $ 737,402 Rest of world 69,386 57,062 48,143 Total revenue $ 605,882 $ 655,901 $ 785,545 Year-ended December 31, Revenue by sales channel 2023 2022 2021 Retail $ 451,759 $ 502,884 $ 689,437 Direct to consumer 154,123 153,017 96,108 Total revenue $ 605,882 $ 655,901 $ 785,545 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
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 2037, which are primarily accounted for as operating leases. In November 2020, the Company entered into a lease agreement to rent an office building in Salt Lake City, UT, that will be used as the Company's new corporate headquarters, consisting of approximately 94,000 square feet of space that expires in 2037. 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 was 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. On January 1, 2022, the Company adopted ASC 842 and determined it did not control the use of the identified asset under construction and therefore derecognized the build-to-suit asset and related liabilities. Since the Company did not control the underlying asset being constructed, the Company did not recognize an operating ROU asset and lease liability. During the construction period and prior to the commencement date, the Company incurred lease payments and costs relating to the construction and design of the underlying asset and recognized such costs as prepayments and noncash lease payments in accordance with ASC 842. On December 8, 2023, the Company obtained control to use the underlying asset being constructed which resulted in the lease commencement and recognition of an additional operating ROU asset and lease liability of $37.7 million and $21.8 million, respectively, with the difference between the ROU asset and the lease liability being primarily due to the funding of $14.9 million for lessor owned leasehold improvements and $1.0 million of prepaid rent expense. The following table presents the components of lease costs (in thousands): Year-ended December 31, 2023 2022 Operating lease costs $ 6,293 $ 6,476 Variable lease costs 1,311 1,561 The following table presents lease terms and discount rates: Year-ended December 31, 2023 2022 Weighted average remaining lease term 10.67 4.54 Weighted average discount rate 7.83 % 4.28 % At December 31, 2023, future lease payments (receipts) under operating leases were as follows (in thousands): Operating Lease Liabilities Operating Sublease 2024 $ 5,865 $ (1,979) 2025 5,465 (2,029) 2026 4,411 (1,035) 2027 3,461 — 2028 3,419 — Thereafter 28,323 — Total lease payments (receipts) 50,944 (5,043) Less: Effect of discounting to net present value (18,194) Present value of lease liabilities $ 32,750 The following table presents supplemental cash flow information (in thousands): Year-ended December 31, 2023 2022 Cash payments used in operating cash flows from lease arrangements $ 6,112 $ 6,313 Right-of-use assets obtained in exchange for new operating lease liabilities $ 40,589 $ 21,525 Derecognition of right-of-use assets due to reassessment of lease term $ (33) $ (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 2037, which are primarily accounted for as operating leases. In November 2020, the Company entered into a lease agreement to rent an office building in Salt Lake City, UT, that will be used as the Company's new corporate headquarters, consisting of approximately 94,000 square feet of space that expires in 2037. 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 was 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. On January 1, 2022, the Company adopted ASC 842 and determined it did not control the use of the identified asset under construction and therefore derecognized the build-to-suit asset and related liabilities. Since the Company did not control the underlying asset being constructed, the Company did not recognize an operating ROU asset and lease liability. During the construction period and prior to the commencement date, the Company incurred lease payments and costs relating to the construction and design of the underlying asset and recognized such costs as prepayments and noncash lease payments in accordance with ASC 842. On December 8, 2023, the Company obtained control to use the underlying asset being constructed which resulted in the lease commencement and recognition of an additional operating ROU asset and lease liability of $37.7 million and $21.8 million, respectively, with the difference between the ROU asset and the lease liability being primarily due to the funding of $14.9 million for lessor owned leasehold improvements and $1.0 million of prepaid rent expense. The following table presents the components of lease costs (in thousands): Year-ended December 31, 2023 2022 Operating lease costs $ 6,293 $ 6,476 Variable lease costs 1,311 1,561 The following table presents lease terms and discount rates: Year-ended December 31, 2023 2022 Weighted average remaining lease term 10.67 4.54 Weighted average discount rate 7.83 % 4.28 % At December 31, 2023, future lease payments (receipts) under operating leases were as follows (in thousands): Operating Lease Liabilities Operating Sublease 2024 $ 5,865 $ (1,979) 2025 5,465 (2,029) 2026 4,411 (1,035) 2027 3,461 — 2028 3,419 — Thereafter 28,323 — Total lease payments (receipts) 50,944 (5,043) Less: Effect of discounting to net present value (18,194) Present value of lease liabilities $ 32,750 The following table presents supplemental cash flow information (in thousands): Year-ended December 31, 2023 2022 Cash payments used in operating cash flows from lease arrangements $ 6,112 $ 6,313 Right-of-use assets obtained in exchange for new operating lease liabilities $ 40,589 $ 21,525 Derecognition of right-of-use assets due to reassessment of lease term $ (33) $ (596) |
ACCOUNTS RECEIVABLES, NET
ACCOUNTS RECEIVABLES, NET | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ACCOUNTS RECEIVABLES, NET | Accounts receivables, net consists of the following (in thousands): December 31, 2023 2022 Trade accounts receivable $ 77,299 $ 56,822 Allowance for expected credit losses (549) (867) Reserve for returns, discounts and allowances (16,812) (13,905) Total accounts receivable, net $ 59,938 $ 42,050 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | Inventories consisted of the following (in thousands): December 31, 2023 2022 Raw materials $ 6,645 $ 7,110 Work in process 9,798 12,155 Finished goods 79,732 134,206 Inventories $ 96,175 $ 153,471 Included within inventories are adjustments of $3.1 million and $1.3 million for the years ended December 31, 2023 and 2022, respectively, to record inventory to net realizable value. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | Accrued expenses consisted of the following (in thousands): December 31, 2023 2022 Accrual for inventories in-transit $ 9,927 $ 7,987 Warranty accrual 7,240 7,368 Accrued compensation and bonus 6,935 4,499 Other 28,839 32,441 Accrued expenses $ 52,941 $ 52,295 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, 2023 2022 2021 Warranty accrual, beginning of period $ 7,368 $ 8,326 $ 6,728 Warranty claims (6,262) (7,601) (7,693) Warranty costs accrued 6,134 6,643 9,291 Warranty accrual, end of period $ 7,240 $ 7,368 $ 8,326 |
DERIVATIVES
DERIVATIVES | 12 Months Ended |
Dec. 31, 2023 | |
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 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 (loss) within the accompanying consolidated statements of operations and comprehensive 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 within the accompanying 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 accompanying consolidated statement of cash flows. In January 2023, the Company changed the interest reset period from one month to three months on the term loan portion under the First Lien Term Loan Facility (as defined below). As a result, the Company dedesignated its hedging relationship. At the time of dedesignation total amount recorded in accumulated other comprehensive income ("AOCI") was $21.3 million and will be amortized into earnings as a reduction of interest expense over the term of the previously hedged interest payments. As of December 31, 2023 the Company had $11.5 million remaining within AOCI to be amortized into earnings as a reduction of interest expense. For periods where the net position is an asset balance, the balance is recorded within prepaid expenses and other current assets and other non-current assets on the accompanying consolidated balance sheets. The gross and net balances from the interest rate swap contract position were as follows (in thousands): December 31, 2023 2022 2021 Gross asset fair value $ 16,248 $ 23,410 $ — Gross liability fair value — — — Net asset fair value $ 16,248 $ 23,410 $ — 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, 2023 and 2022. 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 accompanying consolidated balance sheets and for periods where the net position is a liability balance, the balance is recorded within other non-current liabilities on the accompanying consolidated balance sheets. Changes in the net fair value of contracts are recorded within other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. The gross and net balances from foreign currency contract positions were as follows (in thousands): December 31, 2023 2022 Gross Asset Fair Value $ 76 $ — Gross Liability Fair Value — 1,001 Net Fair Value $ 76 $ 1,001 Gains (losses) from foreign currency contracts were recorded in other income (expense), net within the accompanying consolidated statements of operations and comprehensive loss as follows for the fiscal periods indicated (in thousands): December 31, 2023 2022 2021 Realized gain (loss) $ (3,080) $ (1,527) $ 8,199 Unrealized gain (loss) 1,033 (2,396) (4,821) Total gain (loss) $ (2,047) $ (3,923) $ 3,378 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 Assets: Derivative assets—foreign currency contracts (1) 2 $ 76 $ — Derivative assets—interest rate swap contract (2) 2 16,248 23,410 Total assets $ 16,324 $ 23,410 Liabilities: Derivative liabilities—foreign currency contracts (3) 2 $ — $ 1,001 Contingent consideration—earn out (4) 3 15,000 22,747 Total liabilities $ 15,000 $ 23,748 (1) Included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. (2) Included in prepaid expenses and other current assets and other non-current assets in the accompanying consolidated balance sheets. (3) Included in other current liabilities in the accompanying consolidated balance sheets. (4) Included in current and non-current contingent consideration in the accompanying 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, 2023 and 2022, 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 amount the Company expects to pay under the contingent consideration arrangement is $15.0 million, becoming due during the first half of fiscal year 2024. The fair values of the Company's contingent consideration earn out obligation was 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 the accompanying consolidated statements of operations and comprehensive 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 Year-ended December 31, 2023 2022 2021 Contingent consideration, beginning of period $ 22,747 $ 25,300 $ — Acquisition date fair value of contingent consideration — — 21,500 Payments of contingent consideration (12,445) (12,555) — Change in fair value of contingent consideration 4,698 10,002 3,800 Contingent consideration, end of period $ 15,000 $ 22,747 $ 25,300 The following table reconciles the changes in fair value of contingent consideration and payments of contingent consideration to the accompanying consolidated statement of cash flows and consolidated statements of operations and comprehensive loss (in thousands): Year-ended December 31, 2023 2022 2021 Total payment of contingent consideration $ 12,445 $ 12,555 $ — Less: amounts paid in excess of the acquisition date fair value of the contingent consideration (1) (220) (3,280) — Acquisition date fair value of contingent consideration (2) $ 12,225 $ 9,275 $ — Change in fair value of contingent consideration (3) $ 4,698 $ 10,002 $ 3,800 Less: amounts paid in excess of the acquisition date fair value of the contingent consideration (1) (220) (3,280) — Net change in fair value of contingent consideration (4) $ 4,478 $ 6,722 $ 3,800 (1) Included in the change in fair value of contingent consideration as an operating activity in the accompanying consolidated statement of cash flows. (2) Agrees to the payments of acquisition related contingent consideration as a financing activity within the accompanying consolidated statement of cash flows. (3) Agrees to the change in fair value of contingent consideration in the accompanying consolidated statement of operations and comprehensive loss. (4) Agrees to the change in fair value of contingent consideration as an operating activity in the accompanying consolidated statement of cash flows. The following financial instruments are recorded at their carrying amount (in thousands): As of December 31, 2023 As of December 31, 2022 Financial Instruments Recorded at Carrying Amount: Carrying Estimated Carrying Estimated Liabilities: Debt—Credit Facilities (1) $ 403,825 $ 357,498 $ 476,070 $ 393,236 Total liabilities $ 403,825 $ 357,498 $ 476,070 $ 393,236 (1) |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | Property, plant, and equipment consisted of the following (in thousands): December 31, 2023 2022 Land and buildings $ 1,972 $ 1,472 Machinery and equipment 25,292 22,371 Leasehold improvements 11,783 9,538 Office equipment and fixtures 20,580 16,362 Vehicles 2,954 3,122 Computer software and hardware 23,358 21,668 Property, plant, and equipment, gross 85,938 74,533 Plus: construction in progress 8,026 19,353 Less: accumulated depreciation (51,374) (38,376) Property, plant, and equipment, net $ 42,591 $ 55,510 Depreciation expense related to property, plant, and equipment recorded in cost of revenue was $7.1 million, $6.2 million and $4.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. Depreciation expense related to property, plant, and equipment recorded in general and administrative expense was $7.9 million, $7.6 million and $5.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLES | The amount of goodwill is primarily attributable to the allocations of the purchase price from the acquisition of Traeger Pellet Grills Holdings LLC on September 25, 2017 (the "Transaction") and the acquisition of Apption Labs on July 1, 2021. Changes in the carrying amount of goodwill during the fiscal years ended December 31, 2023 and 2022, is as follows (in thousands): December 31, 2023 2022 Goodwill, beginning of period $ 74,725 $ 297,047 Goodwill impairment — (222,322) Goodwill, end of period $ 74,725 $ 74,725 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 2023 and 2022, 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. During the second and third quarters of fiscal year 2022, the Company experienced a sustained decrease in its publicly quoted share price, market capitalization and lower than expected operating results. As such, the Company conducted an impairment analysis of its goodwill and long-lived assets. and 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. As a result of the interim quantitative impairment assessments, the goodwill 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, 2023 Weighted Gross Accumulated Net Book Customer relationships 17 $ 378,394 $ (139,463) $ 238,930 Trademark 24 281,700 (70,601) 211,099 Technology 5 36,300 (19,731) 16,569 Distributor relationships 8 2,400 (750) 1,650 Non-compete arrangements 2.5 700 (700) — Favorable lease position 8 51 (42) 9 Other intangible assets 11 2,920 (632) 2,288 Total $ 702,464 $ (231,919) $ 470,546 December 31, 2022 Weighted Gross Accumulated Net Book Customer relationships 17 $ 378,394 $ (116,857) $ 261,537 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) 2,046 Total $ 702,064 $ (189,206) $ 512,858 The preponderance of the customer relationships and trademark were pushed down from the purchase accounting in the Transaction (as defined above) in 2017. Estimated annual amortization expense for the next five years and thereafter for the years ending December 31, (in thousands): 2024 $ 42,305 2025 41,863 2026 38,604 2027 35,356 2028 35,356 Thereafter 276,150 Total $ 469,634 Amortization expense related to intangible assets recorded in cost of revenue was $7.2 million, $7.2 million and $4.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. Amortization expense related to intangible assets recorded in amortization of intangible assets was $35.6 million, $35.6 million and $34.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. |
RECEIVABLES FINANCING AGREEMENT
RECEIVABLES FINANCING AGREEMENT | 12 Months Ended |
Dec. 31, 2023 | |
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. On November 8, 2023, we entered into Amendment No. 9 to the Receivables Financing Agreement in order to extend the expiration of the facility by one year to June 27, 2025. As part of the amendment, the maximum borrowing capacity was decreased from $100.0 million to $75.0 million and a mechanism was added to allow for seasonal adjustments to the maximum borrowing capacity, which can now be set between $30.0 million and $75.0 million. A seasonal adjustment schedule was established upon the effectiveness of Amendment No. 9, and further adjustments can be made up two times annually at the discretion of the Company (with consent of the lenders under the Receivables Financing Agreement). We are required to pay fixed interest on outstanding cash advances of 2.5%, a floating interest based on the CP Rate or Adjusted Term SOFR (each as defined in the Receivables Financing Agreement), and an unused capacity charge that ranges from 0.25% to 0.5%. Amendment No. 9 also implemented a new liquidity threshold at $42.5 million of liquidity. If our liquidity falls below this threshold, it may result in an increase in the required level of reserves, which would result in a reduction of our borrowing base under the Receivables Financing Agreement during such a liquidity shortfall. We were in compliance with the covenants under the Receivables Financing Agreement as of December 31, 2023 . As of December 31, 2023, the Company has drawn down on its accounts receivable facility in the amount of $28.4 million for general corporate and working capital purposes. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
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): 2024 $ 4,396 2025 2,099 2026 253 2027 — 2028 — Thereafter — Total $ 6,748 Legal Matters The Company is subject to various claims, complaints and legal actions in the normal course of business. The Company does not believe it has any currently pending litigation of which the outcome will have a material adverse effect on its operations or financial position. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | 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 was 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, 2024 and January 1, 2023, an additional 6,293,265 shares and 6,131,220 shares of common stock became available for issuance under awards granted pursuant to the 2021 Plan, respectively, 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 o f 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 included 7,782,957 RSUs underlying the CEO Awards and 4,380,285 RSUs 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 Mr. Andrus (the "CEO"). 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. In August 2022, the vesting schedules of the IPO RSUs held by certain executives and employees were amended such that 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 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 of the CEO Awards, the Company recorded approximately $39.4 million of accelerated stock-based compensation for the year ended December 31, 2022. CEO and IPO PSU Cancellations; Performance Shares On April 13, 2023, following mutual agreement between the Company and each named executive officer, our board of directors approved the cancellation and termination of the unearned CEO PSUs and IPO PSUs originally granted to the executives on August 2, 2021. As a result, the Company recognized $27.5 million of stock-based compensation expense during the year ended December 31, 2023 related to the cancellations. On the same day, our board of directors approved a grant to the CEO of an award of 1,037,728 performance-based restricted shares (the “Performance Shares”). The Performance Shares were issued under the 2021 Plan and are intended to retain and incentivize the CEO to lead the Company to sustained, long-term superior financial performance. The Performance Shares are eligible to be earned upon the achievement of an Adjusted EBITDA goal during the fiscal year ending on December 31, 2023. If the Adjusted EBITDA goal is achieved, the earned Performance Shares will vest on March 31, 2024. If the Adjusted EBITDA goal is not achieved, then the Performance Shares instead will become eligible to be earned based on the achievement of a stock price goal of $18.00 per share (the "Stock Price Goal") for the period beginning on January 1, 2024 and ending on August 2, 2031. If the Stock Price Goal is achieved, the earned Performance Shares will vest on the later of March 31, 2024 or the date on which the Stock Price Goal is achieved. The vesting of the Performance Shares is in all cases subject to the CEO’s continued service as the Company's Chief Executive Officer or Executive Chairman of our board of directors. Upon a termination of the CEO’s service to the Company without cause, by the CEO for good reason, or due to the CEO’s death or disability (each as defined in his award agreement), any previously earned Performance Shares will vest, and any remaining Performance Shares will be forfeited and terminated without consideration as of the date of termination. The vesting of any Performance Shares upon a qualifying termination will be subject to the CEO’s timely execution and non-revocation of a general release of claims, and continued compliance with customary restrictive covenants. In the event the Company incurs a change in control (as defined in the 2021 Plan), then any previously-earned Performance Shares will vest, and any remaining Performance Shares will vest if the Stock Price Goal is achieved based on the price per share received by or payable to our holders of our common stock in connection with the transaction. Any remaining Performance Shares will be forfeited and terminated without consideration as of immediately prior to the change in control. The CEO is required to make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Performance Shares, and to pay the withholding tax associated with the issuance of the Performance Shares. To the extent the Performance Shares vest, the CEO must hold such shares for two years following the applicable vesting date, subject to certain exceptions set forth in the award agreement. For RSUs and for PSUs, and Performance Shares the compensation expense is recognized on a straight-line basis over the vesting schedule and on an accelerated basis over the 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 satisfied. The Company uses the Monte Carlo pricing model to estimate the fair value of its PSUs and Performance Shares 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, 2023 was as follows: Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2022 5,923,835 $ 6.73 Granted 4,638,063 3.90 Vested (2,203,161) 7.58 Forfeited (260,077) 7.68 Outstanding at December 31, 2023 8,098,660 $ 4.84 As of December 31, 2023, the Company had $27.2 million of unrecognized stock-based compensation expense related to unvested time-based restricted stock units that is expected to be recognized over a weighted-average period of 1.96 y ears. A summary of the performance-based restricted stock unit activity during the year ended December 31, 2023 was as follows: Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2022 4,714,242 $ 12.59 Modified (1,037,728) 15.13 Granted — — Vested — — Forfeited (3,676,514) 11.87 Outstanding at December 31, 2023 — $ — As of December 31, 2023, the Company had no unrecognized stock-based compensation expense related to unvested performance-based units. A summary of the performance-based restricted share activity for the year ended December 31, 2023 was as follows: Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2022 — $ — Granted 1,037,728 15.58 Vested — — Forfeited — — Outstanding at December 31, 2023 1,037,728 $ 15.58 As of December 31, 2023, the Company had $4.7 million of unrecognized stock-based compensation expense related to unvested performance-based restricted share that is expected to be recognized over a weighted-average period of 2.58 years. Summary of Stock-Based Compensation The Company's stock-based compensation was classified as follows in the accompanying consolidated statements of operations and comprehensive loss for the fiscal periods indicated (in thousands): Year-ended December 31, 2023 2022 2021 Cost of revenue $ 74 $ 202 $ 947 Sales and marketing 4,115 3,796 16,401 General and administrative 49,014 83,699 63,764 Total stock-based compensation $ 53,203 $ 87,697 $ 81,112 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
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 loss before income taxes were as follows for the fiscal periods indicated (in thousands): Year-ended 2023 2022 2021 Domestic $ (96,517) $ (380,014) $ (83,172) Foreign 14,100 (940) (7,106) Loss before provision for income taxes $ (82,417) $ (380,954) $ (90,278) Provision for income taxes consisted of the following components for the fiscal periods indicated (in thousands): Year-ended 2023 2022 2021 Current: Federal $ 12 $ 241 $ 124 State 95 8 208 Foreign 4,018 2,247 2,095 Total current tax expense $ 4,125 $ 2,496 $ 2,427 Deferred expense: Federal $ (26) $ — $ 1 State 26 — — Foreign (2,140) (1,310) (939) Total deferred tax benefit $ (2,140) $ (1,310) $ (938) Provision for income taxes $ 1,985 $ 1,186 $ 1,489 Reconciliations of the differences between the effective and statutory income tax rates are as follows for the fiscal periods indicated: Year-ended 2023 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 0.3 3.2 3.7 Foreign rate differential (0.5) (0.1) (2.0) Stock-based compensation (15.3) (3.8) (14.3) Global intangible low-taxed income (5.3) (0.6) (1.6) Non-deductible items (2.3) (1.1) (1.1) Research and development credits 1.0 0.1 0.6 Change in partnership investment 15.7 (0.9) (3.0) Changes in valuation allowance (25.6) (19.5) (5.4) Changes in tax rates 0.5 — (0.7) Return to provision 3.2 — — Other 4.9 1.4 1.0 (2.4) % (0.3) % (1.7) % The differences between the U.S. statutory rate and the Company’s effective tax rate for the years ended December 31, 2023, 2022, and 2021 are primarily due to the changes in valuation allowance, state taxes, and stock-based compensation. The amounts that comprised deferred income tax assets, net are as follows for the fiscal periods indicated (in thousands): Year-ended 2023 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 33,706 $ 30,785 $ 19,483 Sec. 163(j) interest 17,032 9,948 3,342 Tax credits 2,033 1,516 1,206 Stock-based compensation — 1 68 Property and equipment 76 78 — Deferred compensation — — 722 Operating lease liabilities 78 168 — Investments 66,367 55,952 340 Other 365 180 — Less: valuation allowance (119,231) (98,211) (25,092) Total deferred tax assets $ 426 $ 417 $ 69 Deferred tax liabilities: Property and equipment $ (809) $ (645) $ (229) Intangible assets (7,769) (9,971) (11,513) Investments — — — Operating right-of-use assets (84) (171) — Total deferred tax liabilities $ (8,662) $ (10,787) $ (11,742) Net deferred tax liability $ (8,236) $ (10,370) $ (11,673) As of December 31, 2023, the Company has net operating loss carryforwards of approximately $130.0 million for federal income tax purposes, which will be available to offset future taxable income. Due to recent tax legislation, approximately $103.5 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 $86.3 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 2024 if not utilized. Due to cumulative losses, the Company has recorded a valuation allowance against its net deferred tax assets as of December 31, 2023, 2022 and 2020, respectively. The Company also has federal research and development tax credit carryforwards of $2.8 million and state research and development tax credit carryforwards of $0.8 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 2023 2022 2021 Unrecognized benefit—beginning of the year $ 1,056 $ 908 $ — Gross increases—current period positions 184 196 908 Gross increases—prior period positions 179 — — Gross decreases—prior period positions — (48) — Unrecognized benefit—end of the year $ 1,419 $ 1,056 $ 908 The Company does not expect any significant change in its unrecognized tax benefits within the next 12 months. At December 31, 2023, the Company had $1.4 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 loss. No interest or penalties have been recorded through the year ended December 31, 2023. 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, 2023. 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 2021. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
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 $5.8 million, $6.4 million and $10.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. Amounts payable to the third party at December 31, 2023 and 2022 was $1.0 million and $0.4 million, respectively. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 Net loss $ (84,402) $ (382,140) $ (91,767) Weighted-average common shares outstanding—basic 123,726,252 119,698,776 112,374,669 Effect of dilutive securities: Restricted stock units and performance shares — — — Weighted-average common shares outstanding—diluted 123,726,252 119,698,776 112,374,669 Loss per share Basic and diluted $ (0.68) $ (3.19) $ (0.82) The following table includes the number of units and shares that may be dilutive common shares in the future, and were not included in the computation of diluted loss per share because the effect was anti-dilutive for the fiscal periods indicated: Year-ended December 31, 2023 2022 2021 Restricted stock units and performance shares 8,098,660 10,638,077 12,208,496 |
RESTRUCTURING PLAN
RESTRUCTURING PLAN | 12 Months Ended |
Dec. 31, 2023 | |
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. Costs associated with the 2022 restructuring plan recorded in cost of revenue was $0 and $2.2 million for the years ended December 31, 2023, and 2022, respectively. Costs associated with the 2022 restructuring plan recorded in restructuring costs was $0 and $9.3 million for the years ended December 31, 2023 and 2022, respectively. A summary of the activity in the restructuring reserve in connection with the Company's 2022 restructuring plan recorded in accrued expenses within the accompanying consolidated balance sheets as follows (in thousands): Employee Related Costs Contract Exit 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 Net additions charged to expense — 225 Cash payments against reserve (135) (3,178) Balance at December 31, 2023 $ — $ — |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net loss | $ (84,402) | $ (382,140) | $ (91,767) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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, obsolete reserves, valuation and impairment of intangible assets including goodwill, unrealized positions on foreign currency derivatives and reserves for warranty. Actual results could differ from these estimates. |
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 that are restricted in use and were drawn down to fund payments of contingent consideration associated with the acquisition of Apption Labs. |
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 estimated credit loss and a reserve for estimated returns, discounts and allowances. The Company estimates its credit losses over the contractual term of the receivable and establishes an allowance for credit losses based on historical experience, current available information, and expectations of future economic conditions. The Company mitigates credit loss risk from accounts receivable by assessing customers for credit worthiness, including ongoing credit evaluations and their payment trends. As the risk of loss is determined to be similar based on the credit risk factors, we aggregate receivables on a collective basis when assessing credit losses. Accounts receivable are uncollateralized customer obligations due under normal trade terms. Receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded to income when received. The Company estimates the reserve for returns, discounts and allowances based on historical experience, contractual terms and agreed upon arrangements. |
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 accompanying consolidated balance sheets, and that corresponding gains and losses are recognized in other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. The Company applies hedge accounting to the interest rate swap agreement and does not apply hedge accounting to the foreign exchange option contracts. For details associated with the Company's dedesignated interest rate swap hedging relationship, see Note 8 – Derivatives . |
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. The remaining carrying value along with any proceeds are considered and recognized as a gain or loss within general and administrative expense or selling and marketing expense in the accompanying consolidated statements of operations and comprehensive 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 accompanying 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. As of December 31, 2023, the Company’s leases have remaining lease terms ranging from 1 month to 14 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. When lease agreements provide allowances for leasehold improvements, the Company assesses whether it is the owner of the leasehold improvements for accounting purposes. When the Company concludes that it is the owner, it capitalizes the leasehold improvement assets and recognizes the related depreciation expense on a straight-line basis over the lesser of the lease term or the estimated useful life of the asset. Additionally, the Company recognizes the amounts of allowances to be received from the lessor as a reduction of the lease liability and the associated right of use asset. When the Company concludes that it is not the owner, the payments that the Company makes towards the leasehold improvements are capitalized and ultimately recognized within the ROU asset upon lease commencement. Amounts recorded within ROU asset are recognized as a component of straight-line rent expense over the term of the lease. 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, considering 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 long-term assets on the accompanying 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 to acquired patent technology and to 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 accompanying consolidated statement of operations and comprehensive 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. The Company currently operates 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 the Company elects to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that carrying value exceeds its fair value, the Company performs a quantitative goodwill impairment test. Under the quantitative goodwill impairment test, if the Company's reporting unit’s carrying amount exceeds its fair value, it 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 its long-term business strategy. Under the market approach, the Company uses the guideline company method to develop valuation multiples and compare its 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. |
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. |
Fair Value of Financial Instruments | For financial assets and liabilities recorded at fair value on a recurring or a 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. |
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 accompanying consolidated balance sheets. |
Revenue Recognition and Sales Returns and Allowances | 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 loss. On December 14, 2023, the Company announced a voluntary recall of its Flatrock flat top grill which impacted the operating results by $2.6 million due to estimated product returns, recall charges, inventory-write offs, logistics and rework and estimated legal costs for the year ended December 31, 2023. |
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 stock-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 accompanying consolidated statements of operations and comprehensive loss.General and administrative expense consist primarily of personnel-related expenses, including salaries, benefits and stock-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 accompanying consolidated statements of operations and comprehensive loss. |
Advertising Costs | The Company incurs non-direct response advertising costs which are expensed as incurred. Advertising expense was $39.8 million, $48.4 million and $58.4 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is included in selling and marketing expense on the accompanying consolidated statements of operations and comprehensive loss. |
Research and Development | Research and development expenses consist primarily of personnel-related expenses, including salaries, benefits and stock-based compensation expense, as well as professional services, prototype materials and software platform costs. Research and development expense was $11.5 million, $10.8 million and $18.8 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is included in general and administrative expenses on the accompanying consolidated statements of operations and comprehensive 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 and comprehensive loss. No interest and penalties related to uncertain tax positions were recorded for either the year-ended December 31, 2023, 2022 or 2021, 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 stock-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 stock-based compensation as a result of the acceleration of vesting of all unvested and outstanding Class B Units. In addition, the Company awards stock-based compensation to employees and directors under the Traeger, Inc. 2021 Incentive Award Plan (the “2021 Plan”), which is described in Note 15 – Stock-Based Compensation . The Company measures compensation expense for time-based restricted stock unit ("RSU") awards on a straight-line basis over the vesting schedule and for the performance-based RSU and restricted share awards we measure compensation expense on an accelerated attribution basis over the requisite service period. 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 and restricted share 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 loss is determined based on net loss adjusted for gains and losses on foreign currency translation adjustments and the interest rate swap, as well as amortized gains and losses associated with the dedesignated 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), net in the accompanying consolidated statements of operations and comprehensive 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), net on the accompanying consolidated statements of operations and comprehensive loss. |
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. |
Segment Information | The Company concluded that its business is a single reportable segment and operates solely as a consumer products business. This is supported by the Company’s operational structure, which includes sales, design, operations, marketing, and administrative functions focused on the entire product suite rather than individual product categories. The Company’s chief operating decision maker does not regularly review financial information below a level of consolidated Company results to determine resource allocation or to assess performance. |
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 In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial instruments measured at amortized cost and also applies to some off-balance sheet credit exposures. The Company has adopted this guidance effective January 1, 2023. The adoption of this guidance did not have a material impact on the Company’s accompanying consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU is intended to ease the potential accounting and financial reporting burden of reference rate reform, including the expected market transition from the London Interbank Offering Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The guidance provides optional expedients and scope exceptions for transactions if certain criteria are met. These transactions include contract modifications, hedge accounting, and the sale or transfer of debt securities classified as held-to-maturity. The Company adopted this ASU in the second quarter of 2023. Adoption of this new standard did not have a material impact on the Company's accompanying consolidated financial statements and related disclosures. New Accounting Pronouncements Issued but Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 Customer A 18 % 14 % 20 % Customer B 16 % 16 % 17 % Customer C 10 % 15 % 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, 2023 2022 Land and buildings $ 1,972 $ 1,472 Machinery and equipment 25,292 22,371 Leasehold improvements 11,783 9,538 Office equipment and fixtures 20,580 16,362 Vehicles 2,954 3,122 Computer software and hardware 23,358 21,668 Property, plant, and equipment, gross 85,938 74,533 Plus: construction in progress 8,026 19,353 Less: accumulated depreciation (51,374) (38,376) Property, plant, and equipment, net $ 42,591 $ 55,510 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 2021 Grills $ 299,346 $ 355,441 $ 544,200 Consumables 114,901 131,342 136,216 Accessories 191,635 169,118 105,129 Total revenue $ 605,882 $ 655,901 $ 785,545 Year-ended December 31, Revenue by geography 2023 2022 2021 North America $ 536,496 $ 598,839 $ 737,402 Rest of world 69,386 57,062 48,143 Total revenue $ 605,882 $ 655,901 $ 785,545 Year-ended December 31, Revenue by sales channel 2023 2022 2021 Retail $ 451,759 $ 502,884 $ 689,437 Direct to consumer 154,123 153,017 96,108 Total revenue $ 605,882 $ 655,901 $ 785,545 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lease, Cost | The following table presents the components of lease costs (in thousands): Year-ended December 31, 2023 2022 Operating lease costs $ 6,293 $ 6,476 Variable lease costs 1,311 1,561 The following table presents lease terms and discount rates: Year-ended December 31, 2023 2022 Weighted average remaining lease term 10.67 4.54 Weighted average discount rate 7.83 % 4.28 % The following table presents supplemental cash flow information (in thousands): Year-ended December 31, 2023 2022 Cash payments used in operating cash flows from lease arrangements $ 6,112 $ 6,313 Right-of-use assets obtained in exchange for new operating lease liabilities $ 40,589 $ 21,525 Derecognition of right-of-use assets due to reassessment of lease term $ (33) $ (596) |
Lessee, Operating Lease, Liability, Maturity | At December 31, 2023, future lease payments (receipts) under operating leases were as follows (in thousands): Operating Lease Liabilities Operating Sublease 2024 $ 5,865 $ (1,979) 2025 5,465 (2,029) 2026 4,411 (1,035) 2027 3,461 — 2028 3,419 — Thereafter 28,323 — Total lease payments (receipts) 50,944 (5,043) Less: Effect of discounting to net present value (18,194) Present value of lease liabilities $ 32,750 |
ACCOUNTS RECEIVABLES, NET (Tabl
ACCOUNTS RECEIVABLES, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable | Accounts receivables, net consists of the following (in thousands): December 31, 2023 2022 Trade accounts receivable $ 77,299 $ 56,822 Allowance for expected credit losses (549) (867) Reserve for returns, discounts and allowances (16,812) (13,905) Total accounts receivable, net $ 59,938 $ 42,050 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following (in thousands): December 31, 2023 2022 Raw materials $ 6,645 $ 7,110 Work in process 9,798 12,155 Finished goods 79,732 134,206 Inventories $ 96,175 $ 153,471 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): December 31, 2023 2022 Accrual for inventories in-transit $ 9,927 $ 7,987 Warranty accrual 7,240 7,368 Accrued compensation and bonus 6,935 4,499 Other 28,839 32,441 Accrued expenses $ 52,941 $ 52,295 |
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, 2023 2022 2021 Warranty accrual, beginning of period $ 7,368 $ 8,326 $ 6,728 Warranty claims (6,262) (7,601) (7,693) Warranty costs accrued 6,134 6,643 9,291 Warranty accrual, end of period $ 7,240 $ 7,368 $ 8,326 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | December 31, 2023 2022 2021 Gross asset fair value $ 16,248 $ 23,410 $ — Gross liability fair value — — — Net asset fair value $ 16,248 $ 23,410 $ — |
Schedule of Foreign Exchange Contracts | The gross and net balances from foreign currency contract positions were as follows (in thousands): December 31, 2023 2022 Gross Asset Fair Value $ 76 $ — Gross Liability Fair Value — 1,001 Net Fair Value $ 76 $ 1,001 |
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 loss as follows for the fiscal periods indicated (in thousands): December 31, 2023 2022 2021 Realized gain (loss) $ (3,080) $ (1,527) $ 8,199 Unrealized gain (loss) 1,033 (2,396) (4,821) Total gain (loss) $ (2,047) $ (3,923) $ 3,378 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 Assets: Derivative assets—foreign currency contracts (1) 2 $ 76 $ — Derivative assets—interest rate swap contract (2) 2 16,248 23,410 Total assets $ 16,324 $ 23,410 Liabilities: Derivative liabilities—foreign currency contracts (3) 2 $ — $ 1,001 Contingent consideration—earn out (4) 3 15,000 22,747 Total liabilities $ 15,000 $ 23,748 (1) Included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. (2) Included in prepaid expenses and other current assets and other non-current assets in the accompanying consolidated balance sheets. (3) Included in other current liabilities in the accompanying consolidated balance sheets. (4) Included in current and non-current contingent consideration in the accompanying consolidated balance sheets. |
Schedule of Fair Value Contingent Consideration | The following table presents the fair value of contingent consideration Year-ended December 31, 2023 2022 2021 Contingent consideration, beginning of period $ 22,747 $ 25,300 $ — Acquisition date fair value of contingent consideration — — 21,500 Payments of contingent consideration (12,445) (12,555) — Change in fair value of contingent consideration 4,698 10,002 3,800 Contingent consideration, end of period $ 15,000 $ 22,747 $ 25,300 |
Schedule Of Fair Value Of Contingent Consideration | The following table reconciles the changes in fair value of contingent consideration and payments of contingent consideration to the accompanying consolidated statement of cash flows and consolidated statements of operations and comprehensive loss (in thousands): Year-ended December 31, 2023 2022 2021 Total payment of contingent consideration $ 12,445 $ 12,555 $ — Less: amounts paid in excess of the acquisition date fair value of the contingent consideration (1) (220) (3,280) — Acquisition date fair value of contingent consideration (2) $ 12,225 $ 9,275 $ — Change in fair value of contingent consideration (3) $ 4,698 $ 10,002 $ 3,800 Less: amounts paid in excess of the acquisition date fair value of the contingent consideration (1) (220) (3,280) — Net change in fair value of contingent consideration (4) $ 4,478 $ 6,722 $ 3,800 (1) Included in the change in fair value of contingent consideration as an operating activity in the accompanying consolidated statement of cash flows. (2) Agrees to the payments of acquisition related contingent consideration as a financing activity within the accompanying consolidated statement of cash flows. (3) Agrees to the change in fair value of contingent consideration in the accompanying consolidated statement of operations and comprehensive loss. (4) Agrees to the change in fair value of contingent consideration as an operating activity in the accompanying consolidated statement of cash flows. |
Schedule of Financial Instruments Recorded at Carrying Amount | The following financial instruments are recorded at their carrying amount (in thousands): As of December 31, 2023 As of December 31, 2022 Financial Instruments Recorded at Carrying Amount: Carrying Estimated Carrying Estimated Liabilities: Debt—Credit Facilities (1) $ 403,825 $ 357,498 $ 476,070 $ 393,236 Total liabilities $ 403,825 $ 357,498 $ 476,070 $ 393,236 (1) |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 Land and buildings $ 1,972 $ 1,472 Machinery and equipment 25,292 22,371 Leasehold improvements 11,783 9,538 Office equipment and fixtures 20,580 16,362 Vehicles 2,954 3,122 Computer software and hardware 23,358 21,668 Property, plant, and equipment, gross 85,938 74,533 Plus: construction in progress 8,026 19,353 Less: accumulated depreciation (51,374) (38,376) Property, plant, and equipment, net $ 42,591 $ 55,510 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill during the fiscal years ended December 31, 2023 and 2022, is as follows (in thousands): December 31, 2023 2022 Goodwill, beginning of period $ 74,725 $ 297,047 Goodwill impairment — (222,322) Goodwill, end of period $ 74,725 $ 74,725 |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following at the dates indicated below (dollars in thousands): December 31, 2023 Weighted Gross Accumulated Net Book Customer relationships 17 $ 378,394 $ (139,463) $ 238,930 Trademark 24 281,700 (70,601) 211,099 Technology 5 36,300 (19,731) 16,569 Distributor relationships 8 2,400 (750) 1,650 Non-compete arrangements 2.5 700 (700) — Favorable lease position 8 51 (42) 9 Other intangible assets 11 2,920 (632) 2,288 Total $ 702,464 $ (231,919) $ 470,546 December 31, 2022 Weighted Gross Accumulated Net Book Customer relationships 17 $ 378,394 $ (116,857) $ 261,537 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) 2,046 Total $ 702,064 $ (189,206) $ 512,858 |
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): 2024 $ 42,305 2025 41,863 2026 38,604 2027 35,356 2028 35,356 Thereafter 276,150 Total $ 469,634 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2023 2022 First lien credit agreement: First lien term loan facility, matures June 2028 $ 403,825 $ 404,070 8.7 % Revolving credit facility, matures June 2026 — 72,000 8.7 % Total notes payable 403,825 476,070 Less: unamortized deferred financing costs (6,275) (7,712) Less: current maturities (250) (250) Notes payable, net of current portion $ 397,300 $ 468,108 |
Schedule of Future Maturities of Notes Payable | Future maturities of the notes payable are as follows as of December 31, (in thousands): 2024 $ 250 2025 250 2026 250 2027 250 2028 402,825 Thereafter — Total $ 403,825 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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): 2024 $ 4,396 2025 2,099 2026 253 2027 — 2028 — Thereafter — Total $ 6,748 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 was as follows: Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2022 5,923,835 $ 6.73 Granted 4,638,063 3.90 Vested (2,203,161) 7.58 Forfeited (260,077) 7.68 Outstanding at December 31, 2023 8,098,660 $ 4.84 A summary of the performance-based restricted stock unit activity during the year ended December 31, 2023 was as follows: Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2022 4,714,242 $ 12.59 Modified (1,037,728) 15.13 Granted — — Vested — — Forfeited (3,676,514) 11.87 Outstanding at December 31, 2023 — $ — A summary of the performance-based restricted share activity for the year ended December 31, 2023 was as follows: Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2022 — $ — Granted 1,037,728 15.58 Vested — — Forfeited — — Outstanding at December 31, 2023 1,037,728 $ 15.58 |
Schedule of Equity-Based Compensation, Expensed and Capitalized Amount | The Company's stock-based compensation was classified as follows in the accompanying consolidated statements of operations and comprehensive loss for the fiscal periods indicated (in thousands): Year-ended December 31, 2023 2022 2021 Cost of revenue $ 74 $ 202 $ 947 Sales and marketing 4,115 3,796 16,401 General and administrative 49,014 83,699 63,764 Total stock-based compensation $ 53,203 $ 87,697 $ 81,112 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (loss) before Income Taxes | The components of loss before income taxes were as follows for the fiscal periods indicated (in thousands): Year-ended 2023 2022 2021 Domestic $ (96,517) $ (380,014) $ (83,172) Foreign 14,100 (940) (7,106) Loss before provision for income taxes $ (82,417) $ (380,954) $ (90,278) |
Schedule of Provision for Income Taxes | Provision for income taxes consisted of the following components for the fiscal periods indicated (in thousands): Year-ended 2023 2022 2021 Current: Federal $ 12 $ 241 $ 124 State 95 8 208 Foreign 4,018 2,247 2,095 Total current tax expense $ 4,125 $ 2,496 $ 2,427 Deferred expense: Federal $ (26) $ — $ 1 State 26 — — Foreign (2,140) (1,310) (939) Total deferred tax benefit $ (2,140) $ (1,310) $ (938) Provision for income taxes $ 1,985 $ 1,186 $ 1,489 |
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 2023 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 0.3 3.2 3.7 Foreign rate differential (0.5) (0.1) (2.0) Stock-based compensation (15.3) (3.8) (14.3) Global intangible low-taxed income (5.3) (0.6) (1.6) Non-deductible items (2.3) (1.1) (1.1) Research and development credits 1.0 0.1 0.6 Change in partnership investment 15.7 (0.9) (3.0) Changes in valuation allowance (25.6) (19.5) (5.4) Changes in tax rates 0.5 — (0.7) Return to provision 3.2 — — Other 4.9 1.4 1.0 (2.4) % (0.3) % (1.7) % |
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 2023 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 33,706 $ 30,785 $ 19,483 Sec. 163(j) interest 17,032 9,948 3,342 Tax credits 2,033 1,516 1,206 Stock-based compensation — 1 68 Property and equipment 76 78 — Deferred compensation — — 722 Operating lease liabilities 78 168 — Investments 66,367 55,952 340 Other 365 180 — Less: valuation allowance (119,231) (98,211) (25,092) Total deferred tax assets $ 426 $ 417 $ 69 Deferred tax liabilities: Property and equipment $ (809) $ (645) $ (229) Intangible assets (7,769) (9,971) (11,513) Investments — — — Operating right-of-use assets (84) (171) — Total deferred tax liabilities $ (8,662) $ (10,787) $ (11,742) Net deferred tax liability $ (8,236) $ (10,370) $ (11,673) |
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 2023 2022 2021 Unrecognized benefit—beginning of the year $ 1,056 $ 908 $ — Gross increases—current period positions 184 196 908 Gross increases—prior period positions 179 — — Gross decreases—prior period positions — (48) — Unrecognized benefit—end of the year $ 1,419 $ 1,056 $ 908 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 Net loss $ (84,402) $ (382,140) $ (91,767) Weighted-average common shares outstanding—basic 123,726,252 119,698,776 112,374,669 Effect of dilutive securities: Restricted stock units and performance shares — — — Weighted-average common shares outstanding—diluted 123,726,252 119,698,776 112,374,669 Loss per share Basic and diluted $ (0.68) $ (3.19) $ (0.82) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings (Loss) Per Share | The following table includes the number of units and shares that may be dilutive common shares in the future, and were not included in the computation of diluted loss per share because the effect was anti-dilutive for the fiscal periods indicated: Year-ended December 31, 2023 2022 2021 Restricted stock units and performance shares 8,098,660 10,638,077 12,208,496 |
RESTRUCTURING PLAN (Tables)
RESTRUCTURING PLAN (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | A summary of the activity in the restructuring reserve in connection with the Company's 2022 restructuring plan recorded in accrued expenses within the accompanying consolidated balance sheets as follows (in thousands): Employee Related Costs Contract Exit 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 Net additions charged to expense — 225 Cash payments against reserve (135) (3,178) Balance at December 31, 2023 $ — $ — |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2021 | Jul. 28, 2021 |
Business Acquisition [Line Items] | ||||
Common unit outstanding (in shares) | 108,724,422 | |||
Common stock outstanding (in shares) | 125,865,303 | 122,624,414 | 108,724,387 | |
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 ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current Assets | |||
Inventories | $ 96,175 | $ 153,471 | |
Assets, Current | 216,380 | 274,238 | |
Assets | 860,759 | 946,715 | |
Current Liabilities | |||
Accrued expenses | 52,941 | 52,295 | |
Liabilities | 569,411 | 611,846 | |
Equity [Abstract] | |||
Accumulated deficit | (654,877) | (570,475) | |
Equity, Attributable to Parent | 291,348 | 334,869 | |
Total liabilities and stockholders' equity | 860,759 | 946,715 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS | |||
Cost of revenue | 382,325 | 427,129 | $ 484,780 |
Gross Profit | 223,557 | 228,772 | 300,765 |
Sales and marketing | 108,727 | 130,688 | 165,180 |
General and administrative | 129,800 | 166,824 | 158,555 |
Operating Income (Loss) | (55,447) | (345,942) | (61,149) |
Loss before provision for income taxes | (82,417) | (380,954) | (90,278) |
Net loss | $ (84,402) | $ (382,140) | $ (91,767) |
Earnings (loss) per share - Basic (in dollars per share) | $ (0.68) | $ (3.19) | $ (0.82) |
Earnings (loss) per share - Diluted (in dollars per share) | $ (0.68) | $ (3.19) | $ (0.82) |
Comprehensive loss | $ (96,725) | $ (358,791) | $ (91,853) |
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | |||
Net loss | (84,402) | (382,140) | (91,767) |
Inventories | 57,295 | (11,931) | (67,826) |
Accounts payable and accrued expenses | $ 2,374 | $ (28,211) | $ 19,182 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration Risks (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer, Product and Service Benchmark | Customer A | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 18% | 14% | 20% |
Revenue from Contract with Customer, Product and Service Benchmark | Customer B | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 16% | 16% | 17% |
Revenue from Contract with Customer, Product and Service Benchmark | Customer C | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10% | 15% | 16% |
Accounts Receivable | Customer A | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 37% | 31% | |
Accounts Receivable | Customer B | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11% | 20% | |
Accounts Receivable | Customer C | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 6% | 8% | |
Accounts Receivable | Customer D | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 14% | 4% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Lives of Property Plant and Equipment (Details) | Dec. 31, 2023 |
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) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | ||||
Property, plant, and equipment, net | $ 42,591,000 | $ 42,591,000 | $ 55,510,000 | |
Goodwill impairment | 0 | 0 | 222,322,000 | $ 0 |
Advertising expense | 39,800,000 | 48,400,000 | 58,400,000 | |
Research and development expense | 11,500,000 | 10,800,000 | 18,800,000 | |
Unrecognized tax benefits, income tax penalties and interest expense | 0 | 0 | 0 | |
Net foreign exchange gain (loss) | (100,000) | (3,200,000) | $ (1,400,000) | |
Operating lease right-of-use assets | 48,188,000 | 48,188,000 | $ 13,854,000 | |
Operating lease, liability | $ 32,750,000 | $ 32,750,000 | ||
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 | |||
Software and Software Development Costs | ||||
Concentration Risk [Line Items] | ||||
Estimated useful lives (in years) | 3 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 | 2 years 6 months | ||
Maximum | ||||
Concentration Risk [Line Items] | ||||
Lessee, operating lease, remaining lease term | 14 years | 14 years | ||
Finite-lived intangibles, weighted average useful life (in years) | 25 years | 25 years | ||
Customer Concentration Risk | Customer A | Accounts Receivable | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 37% | 31% | ||
Customer Concentration Risk | Customer B | Accounts Receivable | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 11% | 20% | ||
Customer Concentration Risk | Customer C | Accounts Receivable | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 6% | 8% |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 605,882 | $ 655,901 | $ 785,545 |
Retail | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 451,759 | 502,884 | 689,437 |
Direct to consumer | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 154,123 | 153,017 | 96,108 |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 536,496 | 598,839 | 737,402 |
Rest of world | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 69,386 | 57,062 | 48,143 |
Grills | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 299,346 | 355,441 | 544,200 |
Consumables | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 114,901 | 131,342 | 136,216 |
Accessories | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 191,635 | $ 169,118 | $ 105,129 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | 12 Months Ended | |||
Dec. 08, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 30, 2020 ft² | |
Lessee, Lease, Description [Line Items] | ||||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 37,700,000 | $ 40,589,000 | $ 21,525,000 | |
Additional lease liability | 21,800,000 | |||
Leasehold improvements | 14,900,000 | |||
Prepaid rent expense | $ 1,000,000 | |||
Salt Lake City, UT | ||||
Lessee, Lease, Description [Line Items] | ||||
Area leased | ft² | 94,000 |
LEASES - Lease, Cost (Details)
LEASES - Lease, Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease costs | $ 6,293 | $ 6,476 |
Variable lease costs | $ 1,311 | $ 1,561 |
Weighted average remaining lease term | 10 years 8 months 1 day | 4 years 6 months 14 days |
Weighted average discount rate | 7.83% | 4.28% |
LEASES - Lessee, Operating Leas
LEASES - Lessee, Operating Lease, Liability, Maturity (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Lease Liabilities | |
2024 | $ 5,865 |
2025 | 5,465 |
2026 | 4,411 |
2027 | 3,461 |
2028 | 3,419 |
Thereafter | 28,323 |
Total lease payments (receipts) | 50,944 |
Less: Effect of discounting to net present value | (18,194) |
Present value of lease liabilities | 32,750 |
Operating Sublease | |
2024 | (1,979) |
2025 | (2,029) |
2026 | (1,035) |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total lease payments (receipts) | $ (5,043) |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 08, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | |||
Operating Lease, Payments | $ 6,112 | $ 6,313 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 37,700 | 40,589 | 21,525 |
Derecognition of right-of-use assets due to reassessment of lease term | $ (33) | $ (596) |
ACCOUNTS RECEIVABLES, NET - (De
ACCOUNTS RECEIVABLES, NET - (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Trade accounts receivable | $ 77,299 | $ 56,822 |
Allowance for expected credit losses | (549) | (867) |
Reserve for returns, discounts and allowances | (16,812) | (13,905) |
Total accounts receivable, net | $ 59,938 | $ 42,050 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 6,645 | $ 7,110 |
Work in process | 9,798 | 12,155 |
Finished goods | 79,732 | 134,206 |
Inventories | 96,175 | 153,471 |
Inventory adjustments | $ 3,100 | $ 1,300 |
ACCRUED EXPENSES - Schedule of
ACCRUED EXPENSES - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accrual for inventories in-transit | $ 9,927 | $ 7,987 | ||
Warranty accrual | 7,240 | 7,368 | $ 8,326 | $ 6,728 |
Accrued compensation and bonus | 6,935 | 4,499 | ||
Other | 28,839 | 32,441 | ||
Accrued expenses | $ 52,941 | $ 52,295 |
ACCRUED EXPENSES - Change in Wa
ACCRUED EXPENSES - Change in Warranty Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | |||
Warranty accrual, beginning of period | $ 7,368 | $ 8,326 | $ 6,728 |
Warranty claims | (6,262) | (7,601) | (7,693) |
Warranty costs accrued | 6,134 | 6,643 | 9,291 |
Warranty accrual, end of period | $ 7,240 | $ 7,368 | $ 8,326 |
DERIVATIVES - Narrative (Detail
DERIVATIVES - Narrative (Details) - USD ($) | Dec. 31, 2023 | Dec. 08, 2023 | Feb. 25, 2022 |
Derivative [Line Items] | |||
Long-term debt | $ 403,825,000 | ||
First Lien Term Loan Facility | Secured Debt | |||
Derivative [Line Items] | |||
Long-term debt | $ 379,200,000 | ||
Interest Rate Swap | Cash Flow Hedging | |||
Derivative [Line Items] | |||
Notional amount | $ 11,500,000 | $ 21,300,000 | |
Interest Rate Swap | Cash Flow Hedging | Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Notional amount | $ 379,200,000 | ||
Fixed interest rate | 2.08% |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gross asset fair value | $ (31,275) | $ (27,885) | $ (26,646) |
Interest Rate Contract | Level 2 | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative liability | 0 | 0 | 0 |
Net asset fair value | 16,248 | 23,410 | 0 |
Interest Rate Contract | Level 2 | Fair Value, Recurring | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative asset | $ 16,248 | $ 23,410 | $ 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, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Gross Asset Fair Value | $ 76 | $ 0 |
Gross Liability Fair Value | 0 | 1,001 |
Net Fair Value | $ 76 | $ 1,001 |
DERIVATIVES - Summary of Gains
DERIVATIVES - Summary of Gains (Losses) from Foreign Currency Contracts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative [Line Items] | |||
Total gain (loss) | $ (100) | $ (3,200) | $ (1,400) |
Foreign Currency Contracts | |||
Derivative [Line Items] | |||
Realized gain (loss) | (3,080) | (1,527) | 8,199 |
Unrealized gain (loss) | 1,033 | (2,396) | (4,821) |
Total gain (loss) | $ (2,047) | $ (3,923) | $ 3,378 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Financial Instruments Measured at Fair value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Level 2 | Interest Rate Contract | |||
Liabilities: | |||
Derivative liability | $ 0 | $ 0 | $ 0 |
Fair Value, Recurring | |||
Assets: | |||
Total assets | 16,324 | 23,410 | |
Liabilities: | |||
Total liabilities | 15,000 | 23,748 | |
Fair Value, Recurring | Level 2 | Interest Rate Contract | |||
Assets: | |||
Derivative asset | 16,248 | 23,410 | $ 0 |
Fair Value, Recurring | Level 2 | Foreign Currency Contracts | |||
Assets: | |||
Derivative asset | $ 76 | 0 | |
Liabilities: | |||
Derivative liability | 1,001 | ||
Fair Value, Recurring | Level 3 | |||
Liabilities: | |||
Contingent consideration | $ 22,747 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Apption Labs Limited | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Business combination, contingent consideration, undiscounted liability | $ 15 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair value Consideration Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Acquisition date fair value of contingent consideration | $ 0 | $ 0 | $ 21,500 |
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 | Change in fair value of contingent consideration | |
Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 22,747 | $ 25,300 | 0 |
Payments of contingent consideration | (12,445) | (12,555) | 0 |
Change in fair value of contingent consideration | 4,698 | 10,002 | 3,800 |
Ending balance | $ 15,000 | $ 22,747 | $ 25,300 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of Changes to Contingent Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||
Total payment of contingent consideration | $ 12,445 | $ 12,555 | $ 0 |
Less: amounts paid in excess of the acquisition date fair value of the contingent consideration | (220) | (3,280) | 0 |
Acquisition date fair value of contingent consideration | 12,225 | 9,275 | 0 |
Change in fair value of contingent consideration | 4,698 | 10,002 | 3,800 |
Change in fair value of contingent consideration | $ 4,478 | $ 6,722 | $ 3,800 |
FAIR VALUE MEASUREMENTS - Sum_2
FAIR VALUE MEASUREMENTS - Summary of Financial Instruments Reported at Carrying Amount (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 403,825 | $ 476,070 |
Carrying Amount | First Lien Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 403,825 | 476,070 |
Carrying Amount | First Lien and Second Lien Agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 476,070 | |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 357,498 | 393,236 |
Estimated Fair Value | Level 3 | First Lien Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 357,498 | 393,236 |
Estimated Fair Value | Level 3 | First Lien and Second Lien Agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 393,236 |
PROPERTY, PLANT AND EQUIPMENT-
PROPERTY, PLANT AND EQUIPMENT- Property Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (51,374) | $ (38,376) |
Property, plant, and equipment, net | 42,591 | 55,510 |
Depreciable Property, Plant and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 85,938 | 74,533 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,972 | 1,472 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 25,292 | 22,371 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 11,783 | 9,538 |
Office equipment and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 20,580 | 16,362 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,954 | 3,122 |
Computer software and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 23,358 | 21,668 |
Plus: construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 8,026 | $ 19,353 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation of property, plant, and equipment in cost of sales | $ 7.1 | $ 6.2 | $ 4 |
Depreciation of property, plant, and equipment in general and administrative expense | $ 7.9 | $ 7.6 | $ 5.2 |
GOODWILL AND INTANGIBLES - Carr
GOODWILL AND INTANGIBLES - Carrying Amount of Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||||
Goodwill, beginning of period | $ 74,725,000 | $ 297,047,000 | ||
Goodwill impairment | $ 0 | 0 | (222,322,000) | $ 0 |
Goodwill, end of period | $ 74,725,000 | $ 74,725,000 | $ 74,725,000 | $ 297,047,000 |
GOODWILL AND INTANGIBLES - Narr
GOODWILL AND INTANGIBLES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 74,725 | $ 74,725 | $ 297,047 |
Cost, amortization | 7,200 | 7,200 | 4,000 |
Amortization of intangible assets | $ 35,600 | $ 35,600 | $ 34,400 |
GOODWILL AND INTANGIBLES - Fini
GOODWILL AND INTANGIBLES - Finite and Indefinite Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles, gross carrying amount | $ 702,464 | $ 702,064 |
Finite-lived intangibles, accumulated amortization | (231,919) | (189,206) |
Finite-lived intangibles, net book value | $ 470,546 | $ 512,858 |
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 | (139,463) | (116,857) |
Finite-lived intangibles, net book value | $ 238,930 | $ 261,537 |
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 | (70,601) | (58,271) |
Finite-lived intangibles, net book value | $ 211,099 | $ 223,429 |
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 | (19,731) | (12,700) |
Finite-lived intangibles, net book value | $ 16,569 | $ 23,600 |
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 | (750) | (450) |
Finite-lived intangibles, net book value | $ 1,650 | $ 1,950 |
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 | (700) | (420) |
Finite-lived intangibles, net book value | $ 0 | $ 280 |
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 | (42) | (35) |
Finite-lived intangibles, net book value | $ 9 | $ 16 |
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 | $ 2,920 | $ 2,519 |
Finite-lived intangibles, accumulated amortization | (632) | (473) |
Finite-lived intangibles, net book value | $ 2,288 | $ 2,046 |
GOODWILL AND INTANGIBLES - Esti
GOODWILL AND INTANGIBLES - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles, net book value | $ 470,546 | $ 512,858 |
Excluding Patents Pending Not Yet Amortized | ||
Finite-Lived Intangible Assets [Line Items] | ||
2024 | 42,305 | |
2025 | 41,863 | |
2026 | 38,604 | |
2027 | 35,356 | |
2028 | 35,356 | |
Thereafter | 276,150 | |
Finite-lived intangibles, net book value | $ 469,634 |
NOTES PAYABLE - Consolidated Ou
NOTES PAYABLE - Consolidated Outstanding Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: unamortized deferred financing costs | $ (6,275) | $ (7,712) |
Less: current maturities | (250) | (250) |
Notes payable, net of current portion | 397,300 | 468,108 |
First Lien Term Loan Facility | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 0 | 72,000 |
Interest rate | 8.70% | |
First Lien Term Loan Facility, Term Loan Maturing June 2028 | Line of Credit | Secured Debt | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 403,825 | 404,070 |
Interest rate | 8.70% | |
Second Lein Term Loan Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 403,825 | $ 476,070 |
NOTES PAYABLE - Narrative (Deta
NOTES PAYABLE - Narrative (Details) - USD ($) | 12 Months Ended | |||||
Jun. 29, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 09, 2022 | Jul. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 5,185,000 | |||
Financing costs | 0 | 0 | 8,601,000 | |||
Amortization of deferred financing costs | 2,016,000 | 1,957,000 | $ 2,523,000 | |||
Notes payable, net of current portion | 397,300,000 | $ 468,108,000 | ||||
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 | |||||
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 | First Lien Term Loan Facility, Term Loan Maturing June 2026 | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 125,000,000 | |||||
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, 2023 USD ($) |
Maturities of Long-term Debt [Abstract] | |
2024 | $ 250 |
2025 | 250 |
2026 | 250 |
2027 | 250 |
2028 | 402,825 |
Thereafter | 0 |
Long-term debt | $ 403,825 |
RECEIVABLES FINANCING AGREEME_2
RECEIVABLES FINANCING AGREEMENT (Details) - Accounts Receivable Credit Facility - Line of Credit - USD ($) | Nov. 08, 2023 | Jun. 29, 2021 | Dec. 31, 2023 | Jun. 28, 2021 |
Debt Instrument [Line Items] | ||||
Current borrowing capacity | $ 75,000,000 | $ 100,000,000 | ||
Maximum borrowing capacity | $ 100,000,000 | |||
Upfront fee percentage | 1.70% | |||
Fixed interest rate on outstanding cash advances | 2.50% | |||
Outstanding principal balance | $ 28,400,000 | |||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Current borrowing capacity | $ 30,000,000 | |||
Maximum borrowing capacity | $ 30,000,000 | |||
Unused capacity percentage | 0.25% | 0.25% | ||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Current borrowing capacity | $ 45,000,000 | |||
Maximum borrowing capacity | $ 75,000,000 | |||
Unused capacity percentage | 0.50% | 0.50% | ||
Restrictive covenant, liquidity threshold | $ 42,500,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Recorded Unconditional Purchase Obligations (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Recorded Unconditional Purchase Obligation, Fiscal Year Maturity Schedule [Abstract] | |
2024 | $ 4,396 |
2025 | 2,099 |
2026 | 253 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total | $ 6,748 |
RETIREMENT PLAN (Details)
RETIREMENT PLAN (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Compensation expense recognized for 401(k) | $ 2 | $ 2.3 | $ 1.6 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | 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) | 125,865,303 | 122,624,414 | 108,724,387 | |
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) - USD ($) | 12 Months Ended | ||||||||
Apr. 13, 2023 | Aug. 31, 2022 | Jul. 20, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2024 | Jan. 01, 2023 | Jul. 28, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based arrangement, compensation expense | $ 53,203,000 | $ 87,697,000 | $ 81,112,000 | ||||||
2021 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares available for grant (in shares) | 14,105,750 | ||||||||
Number of additional shares available for grant (in shares) | 6,293,265 | 6,131,220 | |||||||
Share-based arrangement, maximum authorized units (in shares) | 100,000,000 | ||||||||
Chief Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Equity compensation expense | $ 39,400,000 | ||||||||
IPO | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share price (in dollars per share) | $ 18 | ||||||||
Restricted stock units and performance shares | |||||||||
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 and performance shares | 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 | ||||||||
Accelerated vesting (in shares) | 2,075,455 | ||||||||
Restricted stock units and performance shares | 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 and performance shares | Employees, Directors And Certain Non-Employees, Excluding Chief Executive Officer | Vesting Tranche, One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting rights percentage | 50% | ||||||||
Restricted stock units and performance shares | Employees, Directors And Certain Non-Employees, Excluding Chief Executive Officer | Vesting Tranche, Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting rights percentage | 50% | ||||||||
Time-Based Restricted Stock Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized stock based compensation expense | $ 27,200,000 | ||||||||
Share-based payment arrangement, unrecognized compensation, weighted average period (in years) | 1 year 11 months 15 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 | 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 | $ 0 | ||||||||
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 | ||||||||
Performance-Based Restricted Stock Units | Chief Executive Officer | 2021 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share price (in dollars per share) | $ 18 | ||||||||
Granted (in shares) | 1,037,728 | ||||||||
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 Shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized stock based compensation expense | $ 4,700,000 | ||||||||
Share-based payment arrangement, unrecognized compensation, weighted average period (in years) | 2 years 6 months 29 days | ||||||||
Performance Shares | Chief Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Accelerated vesting (in shares) | 518,864 | ||||||||
Performance Shares | Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based arrangement, compensation expense | $ 27,500,000 |
EQUITY-BASED COMPENSATION - Out
EQUITY-BASED COMPENSATION - Outstanding Award, Activity (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Time-Based Restricted Stock Units | |
Units | |
Outstanding at beginning period (in shares) | shares | 5,923,835 |
Granted (in shares) | shares | 4,638,063 |
Vested (in shares) | shares | (2,203,161) |
Forfeited (in shares) | shares | (260,077) |
Outstanding at ending period (in shares) | shares | 8,098,660 |
Weighted Average Grant Date Fair Value | |
Outstanding, Weighted average grant date fair value at beginning period (in dollars per share) | $ / shares | $ 6.73 |
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares | 3.90 |
Vested, Weighted average grant date fair value (in dollars per share) | $ / shares | 7.58 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 7.68 |
Outstanding, Weighted average grant date fair value at ending period (in dollars per share) | $ / shares | $ 4.84 |
Performance-Based Restricted Stock Units | |
Units | |
Outstanding at beginning period (in shares) | shares | 4,714,242 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (3,676,514) |
Outstanding at ending period (in shares) | shares | 0 |
Weighted Average Grant Date Fair Value | |
Outstanding, Weighted average grant date fair value at beginning period (in dollars per share) | $ / shares | $ 12.59 |
Modified (in dollars per share) | $ / shares | 15.13 |
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 | 0 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 11.87 |
Outstanding, Weighted average grant date fair value at ending period (in dollars per share) | $ / shares | $ 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Modified | shares | (1,037,728) |
Restricted Stock | |
Units | |
Outstanding at beginning period (in shares) | shares | 0 |
Granted (in shares) | shares | 1,037,728 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Outstanding at ending period (in shares) | shares | 1,037,728 |
Weighted Average Grant Date Fair Value | |
Outstanding, Weighted average grant date fair value at beginning period (in dollars per share) | $ / shares | $ 0 |
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares | 15.58 |
Vested, Weighted average grant date fair value (in dollars per share) | $ / shares | 0 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 0 |
Outstanding, Weighted average grant date fair value at ending period (in dollars per share) | $ / shares | $ 15.58 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based arrangement, compensation expense | $ 53,203 | $ 87,697 | $ 81,112 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based arrangement, compensation expense | 74 | 202 | 947 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based arrangement, compensation expense | 4,115 | 3,796 | 16,401 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based arrangement, compensation expense | $ 49,014 | $ 83,699 | $ 63,764 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income (loss) before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (96,517) | $ (380,014) | $ (83,172) |
Foreign | 14,100 | (940) | (7,106) |
Loss before provision for income taxes | $ (82,417) | $ (380,954) | $ (90,278) |
INCOME TAXES - Current and Defe
INCOME TAXES - Current and Deferred Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 12 | $ 241 | $ 124 |
State | 95 | 8 | 208 |
Foreign | 4,018 | 2,247 | 2,095 |
Total current tax expense | 4,125 | 2,496 | 2,427 |
Deferred expense: | |||
Federal | (26) | 0 | 1 |
State | 26 | 0 | 0 |
Foreign | (2,140) | (1,310) | (939) |
Total deferred tax benefit | (2,140) | (1,310) | (938) |
Provision for income taxes | $ 1,985 | $ 1,186 | $ 1,489 |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
State income taxes, net of federal benefit | 0.30% | 3.20% | 3.70% |
Foreign rate differential | (0.50%) | (0.10%) | (2.00%) |
Stock-based compensation | (15.30%) | (3.80%) | (14.30%) |
Global intangible low-taxed income | (5.30%) | (0.60%) | (1.60%) |
Non-deductible items | (2.30%) | (1.10%) | (1.10%) |
Research and development credits | 1% | 0.10% | 0.60% |
Change in partnership investment | 15.70% | (0.90%) | (3.00%) |
Changes in valuation allowance | (25.60%) | (19.50%) | (5.40%) |
Changes in tax rates | 0.50% | 0% | (0.70%) |
Return to provision | 3.20% | 0% | 0% |
Other | 4.90% | 1.40% | 1% |
Effective income tax rate reconciliation, percent | (2.40%) | (0.30%) | (1.70%) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 33,706 | $ 30,785 | $ 19,483 |
Sec. 163(j) interest | 17,032 | 9,948 | 3,342 |
Tax credits | 2,033 | 1,516 | 1,206 |
Stock-based compensation | 0 | 1 | 68 |
Property and equipment | 76 | 78 | 0 |
Deferred compensation | 0 | 0 | 722 |
Operating lease liabilities | 78 | 168 | 0 |
Investments | 66,367 | 55,952 | 340 |
Other | 365 | 180 | 0 |
Less: valuation allowance | (119,231) | (98,211) | (25,092) |
Total deferred tax assets | 426 | 417 | 69 |
Deferred tax liabilities: | |||
Property and equipment | (809) | (645) | (229) |
Intangible assets | (7,769) | (9,971) | (11,513) |
Investments | 0 | 0 | 0 |
Operating right-of-use assets | (84) | (171) | 0 |
Total deferred tax liabilities | (8,662) | (10,787) | (11,742) |
Net deferred tax liability | $ (8,236) | $ (10,370) | $ (11,673) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | ||||
Unrecognized tax benefits | $ 1,419,000 | $ 1,056,000 | $ 908,000 | $ 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 | 130,000,000 | |||
Net operating loss for indefinite carryforwards | 103,500,000 | |||
Federal | Research Tax Credit Carryforward | ||||
Income Tax Contingency [Line Items] | ||||
Tax credit carryforward amount | 2,800,000 | |||
State and Local Jurisdiction | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 86,300,000 | |||
State and Local Jurisdiction | Research Tax Credit Carryforward | ||||
Income Tax Contingency [Line Items] | ||||
Tax credit carryforward amount | $ 800,000 |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benfits (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized benefit—beginning of the year | $ 1,056,000 | $ 908,000 | $ 0 |
Gross increases—current period positions | 184,000 | 196,000 | 908,000 |
Gross increases—prior period positions | 179,000 | 0 | 0 |
Gross decreases—prior period positions | 0 | (48,000) | 0 |
Unrecognized benefit—end of the year | $ 1,419,000 | $ 1,056,000 | $ 908,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Accounts payable | $ 33,280 | $ 29,841 | |
Affiliated Entity | Customer Service and Support | |||
Related Party Transaction [Line Items] | |||
Related party transaction expenses | 5,800 | 6,400 | $ 10,100 |
Accounts payable | $ 1,000 | $ 400 |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (84,402) | $ (382,140) | $ (91,767) |
Weighted average common shares outstanding - basic (in shares) | 123,726,252 | 119,698,776 | 112,374,669 |
Effect of dilutive securities: | |||
Restricted stock (in shares) | 0 | 0 | 0 |
Weighted average common shares outstanding - diluted (in shares)) | 123,726,252 | 119,698,776 | 112,374,669 |
Loss per share | |||
Earnings (loss) per share - Basic (in dollars per share) | $ (0.68) | $ (3.19) | $ (0.82) |
Earnings (loss) per share - Diluted (in dollars per share) | $ (0.68) | $ (3.19) | $ (0.82) |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted stock units and performance shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities (in shares) | 8,098,660 | 10,638,077 | 12,208,496 |
RESTRUCTURING PLAN - Narrative
RESTRUCTURING PLAN - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Number of positions eliminated, period percent | 14% | |||
Restructuring costs | $ 225,000 | $ 9,324,000 | $ 0 | |
Costs of Revenue | 2022 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 0 | 2,200,000 | ||
Restructuring Charges | 2022 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 0 | $ 9,300,000 |
RESTRUCTURING PLAN - Restructur
RESTRUCTURING PLAN - Restructuring Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Charges [Abstract] | |||
Restructuring Charges | $ 225 | $ 9,324 | $ 0 |
RESTRUCTURING PLAN - Summary of
RESTRUCTURING PLAN - Summary of Activity in the Restructuring Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Employee Severance | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 135 | $ 0 |
Net additions charged to expense | 0 | 2,262 |
Cash payments against reserve | (135) | (2,127) |
Ending balance | 0 | 135 |
Contract Termination | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 2,953 | 0 |
Net additions charged to expense | 225 | 7,506 |
Cash payments against reserve | (3,178) | (4,553) |
Ending balance | $ 0 | $ 2,953 |