Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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, par value $0.0001 per share | |
Trading Symbol | COOK | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 129,466,276 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Central Index Key | 0001857853 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 18,025 | $ 29,921 |
Accounts receivable, net | 89,230 | 59,938 |
Inventories | 91,035 | 96,175 |
Prepaid expenses and other current assets | 26,340 | 30,346 |
Total current assets | 224,630 | 216,380 |
Property, plant, and equipment, net | 39,807 | 42,591 |
Operating lease right-of-use assets | 46,513 | 48,188 |
Goodwill | 74,725 | 74,725 |
Intangible assets, net | 449,471 | 470,546 |
Other non-current assets | 7,260 | 8,329 |
Total assets | 842,406 | 860,759 |
Current Liabilities | ||
Accounts payable | 33,661 | 33,280 |
Accrued expenses | 48,070 | 52,941 |
Line of credit | 23,500 | 28,400 |
Current portion of notes payable | 250 | 250 |
Current portion of operating lease liabilities | 3,660 | 3,608 |
Current portion of contingent consideration | 0 | 15,000 |
Other current liabilities | 816 | 495 |
Total current liabilities | 109,957 | 133,974 |
Notes payable, net of current portion | 397,873 | 397,300 |
Operating leases liabilities, net of current portion | 28,352 | 29,142 |
Deferred tax liability | 8,247 | 8,236 |
Other non-current liabilities | 691 | 759 |
Total liabilities | 545,120 | 569,411 |
Commitments and contingencies—See Note 10 | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized and no shares issued or outstanding as of June 30, 2024 and December 31, 2023 | 0 | 0 |
Common stock value | 13 | 13 |
Additional paid-in capital | 952,435 | 935,272 |
Accumulated deficit | (662,138) | (654,877) |
Accumulated other comprehensive income | 6,976 | 10,940 |
Total stockholders’ equity | 297,286 | 291,348 |
Total liabilities and stockholders’ equity | $ 842,406 | $ 860,759 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
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 (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock issued (in shares) | 129,110,864 | 125,865,303 |
Common stock outstanding (in shares) | 129,110,864 | 125,865,303 |
Operating leases liabilities, net of current portion | $ 28,352 | $ 29,142 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 168,471 | $ 171,512 | $ 313,385 | $ 324,673 |
Cost of revenue | 96,143 | 108,181 | 178,494 | 205,919 |
Gross profit | 72,328 | 63,331 | 134,891 | 118,754 |
Operating expenses: | ||||
Sales and marketing | 28,224 | 27,915 | 49,903 | 49,990 |
General and administrative | 30,491 | 52,371 | 62,629 | 79,050 |
Amortization of intangible assets | 8,818 | 8,888 | 17,637 | 17,777 |
Change in fair value of contingent consideration | 0 | 1,765 | 0 | 2,808 |
Total operating expense | 67,533 | 90,939 | 130,169 | 149,625 |
Income (loss) from operations | 4,795 | (27,608) | 4,722 | (30,871) |
Other income (expense): | ||||
Interest expense | (8,678) | (7,810) | (16,774) | (15,891) |
Other income, net | 1,281 | 5,450 | 4,957 | 6,028 |
Total other expense | (7,397) | (2,360) | (11,817) | (9,863) |
Loss before provision (benefit) for income taxes | (2,602) | (29,968) | (7,095) | (40,734) |
Provision (benefit) for income taxes | (24) | 198 | 166 | 362 |
Net loss | $ (2,578) | $ (30,166) | $ (7,261) | $ (41,096) |
Net income (loss) per share - basic (in dollars per share) | $ (0.02) | $ (0.25) | $ (0.06) | $ (0.33) |
Net income (loss) per share - diluted (in dollars per share) | $ (0.02) | $ (0.25) | $ (0.06) | $ (0.33) |
Weighted average common shares outstanding - basic (in shares) | 127,138,825 | 123,027,759 | 126,175,888 | 122,864,345 |
Weighted average common shares outstanding - diluted (in shares) | 127,138,825 | 123,027,759 | 126,175,888 | 122,864,345 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | $ (1) | $ 35 | $ 86 | $ 3 |
Change in cash flow hedge | 0 | 0 | 0 | (2,088) |
Amortization of dedesignated cash flow hedge | (1,825) | (2,769) | (4,050) | (5,142) |
Total other comprehensive loss | (1,826) | (2,734) | (3,964) | (7,227) |
Comprehensive loss | $ (4,404) | $ (32,900) | $ (11,225) | $ (48,323) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER'S AND STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning balance (in shares) at Dec. 31, 2022 | 122,624,414 | ||||
Beginning balance at Dec. 31, 2022 | $ 334,869 | $ 12 | $ 882,069 | $ (570,475) | $ 23,263 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under stock plan (in shares) | 1,336,368 | ||||
Issuance of common stock under stock plan | 0 | ||||
Stock-based compensation | 40,979 | 40,979 | |||
Net loss | (41,096) | (41,096) | |||
Foreign currency translation adjustments | 3 | 3 | |||
Amortization of dedesignated cash flow hedge | (5,142) | (5,142) | |||
Amortization of dedesignated cash flow hedge | (2,088) | (2,088) | |||
Ending balance (in shares) at Jun. 30, 2023 | 123,960,782 | ||||
Ending balance at Jun. 30, 2023 | 327,525 | $ 12 | 923,048 | (611,571) | 16,036 |
Beginning balance (in shares) at Mar. 31, 2023 | 122,642,599 | ||||
Beginning balance at Mar. 31, 2023 | 327,389 | $ 12 | 890,012 | (581,405) | 18,770 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under stock plan (in shares) | 1,318,183 | ||||
Issuance of common stock under stock plan | 0 | ||||
Stock-based compensation | 33,036 | 33,036 | |||
Net loss | (30,166) | (30,166) | |||
Foreign currency translation adjustments | 35 | 35 | |||
Amortization of dedesignated cash flow hedge | (2,769) | (2,769) | |||
Amortization of dedesignated cash flow hedge | 0 | ||||
Ending balance (in shares) at Jun. 30, 2023 | 123,960,782 | ||||
Ending balance at Jun. 30, 2023 | 327,525 | $ 12 | 923,048 | (611,571) | 16,036 |
Beginning balance (in shares) at Dec. 31, 2023 | 125,865,303 | ||||
Beginning balance at Dec. 31, 2023 | 291,348 | $ 13 | 935,272 | (654,877) | 10,940 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under stock plan (in shares) | 3,245,561 | ||||
Issuance of common stock under stock plan | 0 | ||||
Stock-based compensation | 17,163 | 17,163 | |||
Net loss | (7,261) | (7,261) | |||
Foreign currency translation adjustments | 86 | 86 | |||
Amortization of dedesignated cash flow hedge | (4,050) | (4,050) | |||
Amortization of dedesignated cash flow hedge | 0 | ||||
Ending balance (in shares) at Jun. 30, 2024 | 129,110,864 | ||||
Ending balance at Jun. 30, 2024 | 297,286 | $ 13 | 952,435 | (662,138) | 6,976 |
Beginning balance (in shares) at Mar. 31, 2024 | 127,946,998 | ||||
Beginning balance at Mar. 31, 2024 | 294,625 | $ 13 | 945,370 | (659,560) | 8,802 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under stock plan (in shares) | 1,163,866 | ||||
Issuance of common stock under stock plan | 0 | ||||
Stock-based compensation | 7,065 | 7,065 | |||
Net loss | (2,578) | (2,578) | |||
Foreign currency translation adjustments | (1) | (1) | |||
Amortization of dedesignated cash flow hedge | (1,825) | (1,825) | |||
Amortization of dedesignated cash flow hedge | 0 | ||||
Ending balance (in shares) at Jun. 30, 2024 | 129,110,864 | ||||
Ending balance at Jun. 30, 2024 | $ 297,286 | $ 13 | $ 952,435 | $ (662,138) | $ 6,976 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (30,166) | $ (7,261) | $ (41,096) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation of property, plant and equipment | 6,879 | 7,462 | |
Amortization of intangible assets | 21,313 | 21,378 | |
Amortization of deferred financing costs | 1,008 | 1,026 | |
Loss on disposal of property, plant and equipment | 410 | 1,689 | |
Stock-based compensation expense | 17,163 | 40,979 | |
Unrealized loss (gain) on derivative contracts | 175 | (2,066) | |
Amortization of dedesignated cash flow hedge | (4,050) | (5,142) | |
Change in contingent consideration | (15,000) | 2,588 | |
Other non-cash adjustments | 1,011 | 180 | |
Change in operating assets and liabilities: | |||
Accounts receivable | (29,295) | (40,979) | |
Inventories | 5,140 | 55,668 | |
Prepaid expenses and other current assets | 4,756 | (1,074) | |
Other non-current assets | 74 | (13) | |
Accounts payable and accrued expenses | (1,054) | (14,154) | |
Other non-current liabilities | 0 | (590) | |
Net cash provided by operating activities | 1,269 | 25,856 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of property, plant, and equipment | (7,734) | (8,854) | |
Capitalization of patent costs | (239) | (223) | |
Proceeds from sale of property, plant, and equipment | 83 | 2,450 | |
Net cash used in investing activities | (7,890) | (6,627) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from line of credit | 42,000 | 86,500 | |
Repayments on line of credit | (46,900) | (130,209) | |
Repayments of long-term debt | (125) | (103) | |
Principal payments on finance lease obligations | (250) | (251) | |
Payment of acquisition related contingent consideration | (12,225) | 0 | (12,225) |
Net cash used in financing activities | (5,275) | (56,288) | |
Net decrease in cash, cash equivalents and restricted cash | (11,896) | (37,059) | |
Cash, cash equivalents and restricted cash at beginning of period | 29,921 | 51,555 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 14,496 | 18,025 | $ 14,496 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Cash paid during the period for interest | 20,487 | 19,783 | |
Income taxes paid, net of refunds | 1,576 | 363 | |
NON-CASH FINANCING AND INVESTING ACTIVITIES | |||
Equipment purchased under finance leases | 383 | 204 | |
Property, plant, and equipment included in accounts payable and accrued expenses | $ 1,813 | $ 626 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Nature of Operations – Traeger, Inc. and its wholly owned Subsidiaries (collectively “Traeger” or the “Company”) design, source, sell, and support wood pellet fueled 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, covers, barbecue tools, trays, liners, MEATER smart thermometers and merchandise). A significant portion of the Company’s sales are generated from customers throughout the United States (“U.S.”), and the Company continues to develop distribution in Canada and Europe. The Company’s headquarters are in Salt Lake City, Utah. Basis of Presentation and Principles of Consolidation – The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The balance sheet as of December 31, 2023 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K , filed with the Securities and Exchange Commission (“SEC”) on March 8, 2024 (the “Annual Report on Form 10-K”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to fairly present the consolidated financial position, results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of results that may be expected for any other interim period or for the year ended December 31, 2024. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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 unaudited condensed consolidated financial statements. There have been no significant changes in the Company’s significant accounting policies during the three and six months ended June 30, 2024, as compared with those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 8, 2024. Emerging Growth Company Status – The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised financial accounting standards until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with the adoption of new or revised accounting standards and as a result of this election, its financial statements may not be comparable to companies that comply with public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the end of the fiscal year in which the market value of its common stock that is held by non-affiliates is at least $700 million as of the last business day of its most recently completed second fiscal quarter, (ii) the end of the fiscal year in which the Company has total annual gross revenues of $1.24 billion or more during such fiscal year, (iii) the date on which the Company issues more than $1.0 billion in non-convertible debt in a three-year period, or (iv) December 31, 2026. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates – The preparation of these financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates and the assumptions made by management that present the greatest amount of estimation uncertainty include the customer credits and returns, obsolete inventory reserves, valuation and impairment of intangible assets including goodwill, unrealized positions on foreign currency derivatives and reserves for warranty. Actual results could differ from these estimates. Concentrations – Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash in banks, trade accounts receivable, foreign currency contracts, and business activity with certain third-party contract manufacturers of our products. Credit is extended to customers based on an evaluation of the customer’s financial condition and collateral is not generally required in the Company’s sales transactions. Three customers (each large U.S. retailers) that accounted for a significant portion of net sales are as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Customer A 22 % 22 % 22 % 20 % Customer B 18 % 13 % 18 % 18 % Customer C 11 % 13 % 10 % 13 % Concentrations of credit risk exist to the extent credit terms are extended with four customers that account for a significant portion of the Company’s trade accounts receivables. As of June 30, 2024, there were four large customers A, B, C and D that accounted for 28%, 24%, 7%, and 14% of the Company’s trade accounts receivable as compared to 37%, 11%, 6%, and 14% as of December 31, 2023. A disruption to a business that would impact its ability to meet its financial obligations on the part of any one of these four customers could result in a material amount of exposure to the Company. No other single customer accounted for greater than 10% of trade accounts receivable as of June 30, 2024 or December 31, 2023. Additionally, no other single customer accounted for greater than 10% of the Company’s net sales for the three and six months ended June 30, 2024 and 2023, respectively. 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. 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. New Accounting Pronouncements Recently 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. |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The following tables disaggregates revenue by product category, geography, and sales channel for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, Revenue by product category 2024 2023 2024 2023 Grills $ 94,971 $ 93,133 $ 171,790 $ 182,871 Consumables 33,831 34,900 66,090 64,945 Accessories 39,669 43,479 75,505 76,857 Total revenue $ 168,471 $ 171,512 $ 313,385 $ 324,673 Three Months Ended June 30, Six Months Ended June 30, Revenue by geography 2024 2023 2024 2023 North America $ 150,939 $ 158,218 $ 277,205 $ 297,155 Rest of world 17,532 13,294 36,180 27,518 Total revenue $ 168,471 $ 171,512 $ 313,385 $ 324,673 Three Months Ended June 30, Six Months Ended June 30, Revenue by sales channel 2024 2023 2024 2023 Retail $ 142,425 $ 135,198 $ 267,500 $ 267,963 Direct to consumer 26,046 36,314 45,885 56,710 Total revenue $ 168,471 $ 171,512 $ 313,385 $ 324,673 |
ACCOUNTS RECEIVABLES, NET
ACCOUNTS RECEIVABLES, NET | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLES, NET | ACCOUNTS RECEIVABLES, NET Accounts receivable consists of the following (in thousands): June 30, December 31, Trade accounts receivable $ 111,359 $ 77,299 Allowance for expected credit losses (562) (549) Reserve for returns, discounts and allowances (21,567) (16,812) Total accounts receivable, net $ 89,230 $ 59,938 |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following (in thousands): June 30, December 31, Raw materials $ 5,686 $ 6,645 Work in process 6,904 9,798 Finished goods 78,445 79,732 Inventories $ 91,035 $ 96,175 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following (in thousands): June 30, December 31, Accrual for inventories in-transit $ 8,039 $ 9,927 Warranty accrual 6,756 7,240 Accrued compensation and bonus 6,688 6,935 Other 26,587 28,839 Accrued expenses $ 48,070 $ 52,941 The changes in the Company’s warranty accrual, included in accrued expenses on the accompanying condensed consolidated balance sheets, were as follows for the fiscal periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Warranty accrual, beginning of period $ 7,069 $ 8,693 $ 7,240 $ 7,368 Warranty claims (1,249) (2,108) (2,322) (3,580) Warranty costs accrued 936 901 1,838 3,698 Warranty accrual, end of period $ 6,756 $ 7,486 $ 6,756 $ 7,486 |
DERIVATIVES
DERIVATIVES | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | 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 was expected to be highly effective. As a cash flow hedge, the interest rate swap is revalued at current market rates, with the changes in valuation being recorded in other comprehensive income within the accompanying condensed 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 condensed 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 condensed 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 it 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 June 30, 2024 the Company had $6.9 million remaining within AOCI to be amortized into earnings as a reduction of interest expense. For periods where the net position is in an asset balance, the balance is recorded within prepaid expenses and other current assets and other non-current assets on the accompanying condensed balance sheets. The gross and net balances from the interest rate swap contract position were as follows (in thousands): June 30, December 31, Gross Asset Fair Value $ 16,447 $ 16,248 Gross Liability Fair Value — — Net Asset Fair Value $ 16,447 $ 16,248 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 June 30, 2024 and December 31, 2023. The Company did not elect hedge accounting for any of these contracts. 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 condensed consolidated balance sheets and for periods where the net position is a liability balance, the balance is recorded within other current liabilities on the accompanying condensed consolidated balance sheets. Changes in the net fair value of contracts are recorded in other income, net within the accompanying condensed consolidated statements of operations and comprehensive loss. The gross and net balances from foreign currency contract positions were as follows (in thousands): June 30, December 31, Gross Asset Fair Value $ — $ 76 Gross Liability Fair Value 299 — Net Fair Value $ 299 $ 76 Gains (losses) from foreign currency contracts were recorded in other income, net within the accompanying condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Realized loss $ (376) $ (813) $ (537) $ (1,680) Unrealized gain (loss) 205 (1,309) (375) (689) Total loss $ (171) $ (2,122) $ (912) $ (2,369) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS For financial assets and liabilities recorded at fair value on a recurring or non-recurring basis, fair value is the price the Company would receive to sell an asset, or pay to transfer a liability, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction. In determining fair value, observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. These two types of inputs create the following fair value hierarchy: • Level 1: Quoted prices for identical instruments in active markets. • Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level 3: Significant inputs to the valuation model are unobservable. The following table presents information about the fair value measurement of the Company’s financial instruments (in thousands): Financial Instruments Recorded at Fair Value on a Recurring Basis: Fair Value As of June 30, As of December 31, Assets: Derivative assets—foreign currency contracts (1) 2 $ — $ 76 Derivative assets—interest rate swap contract (2) 2 16,447 16,248 Total assets $ 16,447 $ 16,324 Liabilities: Derivative liabilities—foreign currency contracts (3) 2 $ 299 $ — Contingent consideration—earn out (4) 3 — 15,000 Total liabilities $ 299 $ 15,000 (1) Included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. (2) Included in prepaid expenses and other current assets and other non-current assets in the accompanying condensed consolidated balance sheets. (3) Included in other current liabilities in the accompanying condensed consolidated balance sheets. (4) Included in current contingent consideration in the accompanying condensed 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. As of June 30, 2024 and December 31, 2023, there were no transfers between levels of the fair value hierarchy of the Company’s assets or liabilities measured at fair value. The fair value of the Company’s derivative assets through its foreign currency contracts is based upon observable market-based inputs that reflect the present values of the differences between estimated future foreign currency rates versus fixed future settlement prices per the contracts, and therefore, are classified within Level 2. The fair 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. In April 2024, the Company paid the remaining $15.0 million of contingent consideration based on the achievement of certain earnings and product launch thresholds for fiscal year 2023. The fair value 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 revaluation of contingent consideration in our accompanying condensed 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 contingent consideration (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contingent consideration, beginning of period $ 15,000 $ 23,790 $ 15,000 $ 22,747 Payments of contingent consideration (15,000) (12,445) (15,000) (12,445) Change in fair value of contingent consideration — 1,765 — 2,808 Contingent consideration, end of period $ — $ 13,110 $ — $ 13,110 The following table reconciles the changes in fair value of contingent consideration and payments of contingent consideration to the accompanying condensed consolidated statement of cash flows and condensed consolidated statements of operations and comprehensive loss (in thousands): Six Months Ended June 30, 2024 2023 Total payment of contingent consideration $ 15,000 $ 12,445 Less: amounts paid in excess of the acquisition date fair value of the contingent consideration (1) (15,000) (220) Acquisition date fair value of contingent consideration (2) $ — $ 12,225 Change in fair value of contingent consideration (3) $ — $ 2,808 Less: amounts paid in excess of the acquisition date fair value of the contingent consideration (1) (15,000) (220) Net change in contingent consideration (4) $ (15,000) $ 2,588 (1) Included in the change in contingent consideration as an operating activity in the accompanying condensed consolidated statement of cash flows. (2) Agrees to the payments of acquisition related contingent consideration as a financing activity within the accompanying condensed consolidated statement of cash flows. (3) Agrees to the change in fair value of contingent consideration in the accompanying condensed consolidated statement of operations and comprehensive loss. (4) Agrees to the change in contingent consideration as an operating activity in the accompanying condensed consolidated statement of cash flows. The following financial instruments are recorded at their carrying amount (in thousands): As of June 30, 2024 As of December 31, 2023 Financial Instruments Recorded at Carrying Amount: Carrying Estimated Carrying Estimated Liabilities: Debt—Credit Facilities (1) $ 403,700 $ 383,515 $ 403,825 $ 357,498 Total liabilities $ 403,700 $ 383,515 $ 403,825 $ 357,498 (1) Included in current portion of notes payable and notes payable, net of current portion within the accompanying condensed consolidated balance sheets. Due to the unobservable nature of the inputs these financial instruments are considered to be Level 3 instruments in the fair value hierarchy. |
DEBT AND FINANCING ARRANGEMENTS
DEBT AND FINANCING ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
DEBT AND FINANCING ARRANGEMENTS | DEBT AND FINANCING ARRANGEMENTS Notes Payable On June 29, 2021, the Company refinanced its existing credit facilities and entered into a new first lien credit agreement, as borrower, with Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and other lenders party thereto as joint lead arrangers and joint bookrunners (the “First Lien Credit Agreement”). The First Lien Credit Agreement provides for a $560.0 million senior secured term loan facility (the “First Lien Term Loan Facility”), including a $50.0 million delayed draw term loan, and a $125.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the First Lien Term Loan Facility, the “Credit Facilities”). The Company entered into an agency transfer agreement on April 30, 2024, pursuant to which Morgan Stanley Senior Funding, Inc. succeeded Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent for the Credit Facilities. The Company’s obligations under the First Lien Credit Agreement are substantively unchanged. The First Lien Term Loan Facility accrues interest at a rate per annum that considers both fixed and floating components. The fixed component ranges from 3.00% to 3.25% per annum based on the Company’s Public Debt Rating (as defined in the First Lien Credit Agreement). The floating component was based on the Term SOFR (as defined in the First Lien Credit Agreement) for the relevant interest period. The First Lien Term Loan Facility requires periodic principal payments from December 2021 through June 2028, with any remaining unpaid principal and any accrued and unpaid interest due on the maturity date of June 29, 2028. As of June 30, 2024, the total principal amount outstanding on the First Lien Term Loan Facility was $403.7 million. Loans under the Revolving Credit Facility accrue interest at a rate per annum that considers both fixed and floating components. The fixed component ranges from 2.75% to 3.25% per annum based on the Company’s most recently determined First Lien Net Leverage Ratio (as defined in the First Lien Credit Agreement). The floating component was based on the Term SOFR for the relevant interest period. The Revolving Credit Facility also has a variable commitment fee, which is based on the Company’s most recently determined First Lien Net Leverage Ratio and ranges from 0.25% to 0.50% per annum on undrawn amounts. Letters of credit may be issued under the Revolving Credit Facility in an amount not to exceed $15.0 million which, when issued, lower the overall borrowing capacity of the facility. The Revolving Credit Facility expires on June 29, 2026 and no principal payments are due before such date. As of June 30, 2024, the Company had no outstanding loan amounts under the Revolving Credit Facility. The First Lien Credit Agreement contains certain affirmative and negative covenants that limit the Company’s ability to, among other things, incur additional indebtedness or liens (with certain exceptions), make certain investments, engage in fundamental changes or transactions including changes of control, transfer or dispose of certain assets, make restricted payments (including dividends), engage in new lines of business, make certain prepayments and engage in certain affiliate transactions. In addition, the Company is subject to a financial covenant and is required to maintain a First Lien Net Leverage Ratio (as defined in the First Lien Credit Agreement) not to exceed 6.20 to 1.00. As of June 30, 2024, the Company was in compliance with the covenants under the Credit Facilities. Accounts Receivable Credit Facility On November 2, 2020, the Company entered into a receivables financing agreement (as amended, 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”), using outstanding accounts receivable balances as collateral, which have been contributed by the Company to its wholly owned subsidiary and special purpose entity, Traeger SPE LLC (the “SPE”). While the Company provides operational services to the SPE, 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 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 to two times annually at the discretion of the Company (with consent of the lenders under the Receivables Financing Agreement). The Company is 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. On August 6, 2024, the Company entered into Amendment No. 10 to the Receivables Financing Agreement in order to extend the expiration of the facility to August 6, 2027. As part of the amendment, the Company is required to pay an upfront fee for the facility, along with a fixed interest rate on outstanding cash advances of approximately 2.6% and a floating interest rate based on the CP Rate or Adjusted Term SOFR (each as defined in the Receivables Financing Agreement). The Company was in compliance with the covenants under the Receivables Financing Agreement as of June 30, 2024. As of June 30, 2024, the Company had drawn down $23.5 million under this facility for general corporate and working capital purposes. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Matters The Company is subject to various claims, complaints and legal actions in the normal course of business. The Company does not believe it has any currently pending litigation of which the outcome will have a material adverse effect on its operations or financial position. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Traeger, Inc. 2021 Incentive Award Plan (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 the Company ’ s common stock available for issuance under awards granted pursuant to the 2021 Plan is equal to 14,105,750 shares, which increased to 19,983,145 shares on January 1, 2022 by operation of an annual increase provision in the 2021 Plan, and which shares may be authorized but unissued shares, treasury shares, or shares purchased in the open market. On January 1, 2024 and 2023, an additional 6,293,265 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 of our common stock may be issued pursuant to the exercise of incentive stock options under the 2021 Plan. The Company’s stock-based compensation was classified as follows in the accompanying condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cost of revenue $ 24 $ 19 $ 43 $ 35 Sales and marketing 896 952 1,545 1,683 General and administrative 6,145 32,065 15,575 39,261 Total stock-based compensation $ 7,065 $ 33,036 $ 17,163 $ 40,979 2023 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 performance stock units originally granted to certain executives in connection with the initial public offering. On the same day, the Company’s board of directors approved a grant to the Chief Executive Officer (“CEO”) of an award of 1,037,728 performance-based restricted shares (the “2023 Performance Shares”). The 2023 Performance Shares were eligible to be earned upon the achievement of an Adjusted EBITDA goal during the fiscal year ending on December 31, 2023. Based on the achievement of the Adjusted EBITDA goal, the 2023 Performance Shares became earned and vested on March 31, 2024 . 2024 Performance Shares On February 6, 2024, the Company’s board of directors approved a grant to the CEO of an award of 2,075,456 performance-based restricted shares (the “2024 Performance Shares” and, together with the 2023 Performance Shares, the “CEO Performance Shares”). The 2024 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 number of 2024 Performance Shares eligible to be earned are determined upon the achievement of the Threshold, Target and Maximum Adjusted EBITDA Goals (as defined in the performance-based restricted stock agreement) for the fiscal year ending on December 31, 2024. Any 2024 Performance Shares that become earned based on the achievement of the Adjusted EBITDA goals will vest on March 31, 2025. To the extent that the Company achieves Adjusted EBITDA that is less than the Threshold Adjusted EBITDA Goal during the 2024 fiscal year, then 1,037,728 of the 2024 Performance Shares will instead 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, 2025 and ending on August 2, 2031. If the Stock Price Goal is achieved, the 2024 Performance Shares that become earned as a result of the achievement of the Stock Price Goal will vest on the later of March 31, 2025 or the date on which the Stock Price Goal is achieved. The vesting of the 2024 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. Performance-Based Restricted Stock Units On April 5, 2024, the Company’s board of directors approved the granting of performance-based restricted stock units (“PSUs”) to certain executives. The number of PSUs eligible to be earned are determined upon the achievement of the Threshold, Target and Maximum Adjusted EBITDA Goals (as defined in the PSU Agreement) for the fiscal year ending on December 31, 2024. Any PSUs that become earned based on the achievement of the Adjusted EBITDA goals will primarily vest on March 31, 2025. The vesting of the PSUs is in all cases subject to the continued employment with the Company or its affiliates. For the time-based restricted stock units (“RSUs”) and PSUs, the compensation expense is recognized on a straight-line basis over the vesting schedule and on an accelerated basis over the tranche’s requisite service period, respectively. For the CEO Performance Shares, the compensation expense is recognized on an accelerated basis over the tranche’s requisite service period. The compensation expense related to the PSUs and CEO Performance Shares could increase or decrease depending on the estimated probability of achieving the Adjusted EBITDA goals over the requisite service period. 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 grant date fair value of the 2024 Performance Shares and PSUs were based on the shares and units eligible to be earned under the Target Adjusted EBITDA Goal as of the applicable grant date. A summary of the time-based restricted stock unit activity during the six months ended June 30, 2024 was as follows: Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2023 8,098,660 $ 4.84 Granted 3,892,576 2.34 Vested (1,170,105) 4.33 Forfeited (388,219) 4.63 Outstanding at June 30, 2024 10,432,912 $ 3.98 As of June 30, 2024, the Company had $23.9 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 years. A summary of the performance-based restricted stock unit and performance-based restricted share activity during the six months ended June 30, 2024 was as follows: Units and Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2023 1,037,728 $ 15.58 Granted 3,152,807 2.21 Vested (1,037,728) 15.58 Forfeited — — Outstanding at June 30, 2024 3,152,807 $ 2.21 As of June 30, 2024, the Com pany had $4.3 million of unrecognized stock-based compensation expense related to unvested performance-based restricted stock units and performance-based restricted shares that are expected to be recognized over a weighted-average period of 0.87 years. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | For the three months ended June 30, 2024 and 2023, the Company recorded a benefit and provision for income taxes of $24,000 and $198,000, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded a provision for income taxes of $166,000 and $362,000, respectively. The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all the deferred tax assets will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carryback and tax planning strategies. Generally, more weight is given to objectively verifiable evidence, such as the cumulative loss in recent years, as a significant piece of negative evidence to overcome. As of June 30, 2024, the Company’s U.S. operations have resulted in losses, and as such, the Company maintains a valuation allowance against substantially all its U.S. deferred tax assets. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 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. For the three months ended June 30, 2024 and 2023, the Company recorded expenses associated with such services of $1.3 million and $1.7 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded expenses associated with such services of $2.5 million and $2.7 million, respectively. Amounts payable to the third party as of June 30, 2024 and December 31, 2023 was $0.9 million and $1.0 million, respectively. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NET LOSS PER SHARE The Company computes basic earnings (loss) per share (“EPS”) attributable to common stockholders by dividing net 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 and performance shares 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): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net loss $ (2,578) $ (30,166) $ (7,261) $ (41,096) Weighted-average common shares outstanding—basic 127,138,825 123,027,759 126,175,888 122,864,345 Effect of dilutive securities: Restricted stock units and performance shares — — — — Weighted-average common shares outstanding—diluted 127,138,825 123,027,759 126,175,888 122,864,345 Loss per share Basic and diluted $ (0.02) $ (0.25) $ (0.06) $ (0.33) 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: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Restricted stock units and performance shares 13,585,719 9,792,240 13,585,719 9,792,240 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (2,578) | $ (30,166) | $ (7,261) | $ (41,096) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The balance sheet as of December 31, 2023 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K , filed with the Securities and Exchange Commission (“SEC”) on March 8, 2024 (the “Annual Report on Form 10-K”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to fairly present the consolidated financial position, results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of results that may be expected for any other interim period or for the year ended December 31, 2024. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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 unaudited condensed consolidated financial statements. There have been no significant changes in the Company’s significant accounting policies during the three and six months ended June 30, 2024, as compared with those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 8, 2024. |
Principles of Consolidation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The balance sheet as of December 31, 2023 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K , filed with the Securities and Exchange Commission (“SEC”) on March 8, 2024 (the “Annual Report on Form 10-K”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to fairly present the consolidated financial position, results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of results that may be expected for any other interim period or for the year ended December 31, 2024. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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 unaudited condensed consolidated financial statements. There have been no significant changes in the Company’s significant accounting policies during the three and six months ended June 30, 2024, as compared with those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 8, 2024. |
Use of Estimates | The preparation of these financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates and the assumptions made by management that present the greatest amount of estimation uncertainty include the customer credits and returns, obsolete inventory reserves, valuation and impairment of intangible assets including goodwill, unrealized positions on foreign currency derivatives and reserves for warranty. Actual results could differ from these estimates. |
Concentrations | Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash in banks, trade accounts receivable, foreign currency contracts, and business activity with certain third-party contract manufacturers of our products. Credit is extended to customers based on an evaluation of the customer’s financial condition and collateral is not generally required in the Company’s sales transactions. Three customers (each large U.S. retailers) that accounted for a significant portion of net sales are as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Customer A 22 % 22 % 22 % 20 % Customer B 18 % 13 % 18 % 18 % Customer C 11 % 13 % 10 % 13 % Concentrations of credit risk exist to the extent credit terms are extended with four customers that account for a significant portion of the Company’s trade accounts receivables. As of June 30, 2024, there were four large customers A, B, C and D that accounted for 28%, 24%, 7%, and 14% of the Company’s trade accounts receivable as compared to 37%, 11%, 6%, and 14% as of December 31, 2023. A disruption to a business that would impact its ability to meet its financial obligations on the part of any one of these four customers could result in a material amount of exposure to the Company. No other single customer accounted for greater than 10% of trade accounts receivable as of June 30, 2024 or December 31, 2023. Additionally, no other single customer accounted for greater than 10% of the Company’s net sales for the three and six months ended June 30, 2024 and 2023, respectively. The Company’s sales to dealers and distributors located outside the United States are generally denominated in U.S. dollars. The Company does have sales to certain dealers located in the European Union, the United Kingdom and Canada which are denominated in Euros, British Pounds and Canadian Dollars, respectively. The Company relies on a limited number of suppliers for its contract manufacturing of grills and accessories. A significant disruption in the operations of certain of these manufacturers, or in the transportation of parts and accessories would impact the production of the Company’s products for a substantial period of time, which could have a material adverse effect on the Company’s business, financial condition and results of operations. |
Recently Issued Accounting Standards | 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. |
Fair Value Measurements | For financial assets and liabilities recorded at fair value on a recurring or non-recurring basis, fair value is the price the Company would receive to sell an asset, or pay to transfer a liability, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction. In determining fair value, observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. These two types of inputs create the following fair value hierarchy: • Level 1: Quoted prices for identical instruments in active markets. • Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level 3: Significant inputs to the valuation model are unobservable. |
Revenue from Contract with Customer | 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Significant Portion of Net Sales | Three customers (each large U.S. retailers) that accounted for a significant portion of net sales are as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Customer A 22 % 22 % 22 % 20 % Customer B 18 % 13 % 18 % 18 % Customer C 11 % 13 % 10 % 13 % |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables disaggregates revenue by product category, geography, and sales channel for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, Revenue by product category 2024 2023 2024 2023 Grills $ 94,971 $ 93,133 $ 171,790 $ 182,871 Consumables 33,831 34,900 66,090 64,945 Accessories 39,669 43,479 75,505 76,857 Total revenue $ 168,471 $ 171,512 $ 313,385 $ 324,673 Three Months Ended June 30, Six Months Ended June 30, Revenue by geography 2024 2023 2024 2023 North America $ 150,939 $ 158,218 $ 277,205 $ 297,155 Rest of world 17,532 13,294 36,180 27,518 Total revenue $ 168,471 $ 171,512 $ 313,385 $ 324,673 Three Months Ended June 30, Six Months Ended June 30, Revenue by sales channel 2024 2023 2024 2023 Retail $ 142,425 $ 135,198 $ 267,500 $ 267,963 Direct to consumer 26,046 36,314 45,885 56,710 Total revenue $ 168,471 $ 171,512 $ 313,385 $ 324,673 |
ACCOUNTS RECEIVABLES, NET (Tabl
ACCOUNTS RECEIVABLES, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consists of the following (in thousands): June 30, December 31, Trade accounts receivable $ 111,359 $ 77,299 Allowance for expected credit losses (562) (549) Reserve for returns, discounts and allowances (21,567) (16,812) Total accounts receivable, net $ 89,230 $ 59,938 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following (in thousands): June 30, December 31, Raw materials $ 5,686 $ 6,645 Work in process 6,904 9,798 Finished goods 78,445 79,732 Inventories $ 91,035 $ 96,175 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): June 30, December 31, Accrual for inventories in-transit $ 8,039 $ 9,927 Warranty accrual 6,756 7,240 Accrued compensation and bonus 6,688 6,935 Other 26,587 28,839 Accrued expenses $ 48,070 $ 52,941 |
Schedule of Changes in Warranty Liability | The changes in the Company’s warranty accrual, included in accrued expenses on the accompanying condensed consolidated balance sheets, were as follows for the fiscal periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Warranty accrual, beginning of period $ 7,069 $ 8,693 $ 7,240 $ 7,368 Warranty claims (1,249) (2,108) (2,322) (3,580) Warranty costs accrued 936 901 1,838 3,698 Warranty accrual, end of period $ 6,756 $ 7,486 $ 6,756 $ 7,486 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | For periods where the net position is in an asset balance, the balance is recorded within prepaid expenses and other current assets and other non-current assets on the accompanying condensed balance sheets. The gross and net balances from the interest rate swap contract position were as follows (in thousands): June 30, December 31, Gross Asset Fair Value $ 16,447 $ 16,248 Gross Liability Fair Value — — Net Asset Fair Value $ 16,447 $ 16,248 |
Schedule of Foreign Exchange Contracts | The gross and net balances from foreign currency contract positions were as follows (in thousands): June 30, December 31, Gross Asset Fair Value $ — $ 76 Gross Liability Fair Value 299 — Net Fair Value $ 299 $ 76 |
Schedule of Gain (Loss) from Foreign Currency Contracts | Gains (losses) from foreign currency contracts were recorded in other income, net within the accompanying condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Realized loss $ (376) $ (813) $ (537) $ (1,680) Unrealized gain (loss) 205 (1,309) (375) (689) Total loss $ (171) $ (2,122) $ (912) $ (2,369) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the fair value measurement of the Company’s financial instruments (in thousands): Financial Instruments Recorded at Fair Value on a Recurring Basis: Fair Value As of June 30, As of December 31, Assets: Derivative assets—foreign currency contracts (1) 2 $ — $ 76 Derivative assets—interest rate swap contract (2) 2 16,447 16,248 Total assets $ 16,447 $ 16,324 Liabilities: Derivative liabilities—foreign currency contracts (3) 2 $ 299 $ — Contingent consideration—earn out (4) 3 — 15,000 Total liabilities $ 299 $ 15,000 (1) Included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. (2) Included in prepaid expenses and other current assets and other non-current assets in the accompanying condensed consolidated balance sheets. (3) Included in other current liabilities in the accompanying condensed consolidated balance sheets. (4) Included in current contingent consideration in the accompanying condensed consolidated balance sheets. |
Schedule of Fair Value Contingent Consideration | The following table presents the fair value contingent consideration (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contingent consideration, beginning of period $ 15,000 $ 23,790 $ 15,000 $ 22,747 Payments of contingent consideration (15,000) (12,445) (15,000) (12,445) Change in fair value of contingent consideration — 1,765 — 2,808 Contingent consideration, end of period $ — $ 13,110 $ — $ 13,110 The following table reconciles the changes in fair value of contingent consideration and payments of contingent consideration to the accompanying condensed consolidated statement of cash flows and condensed consolidated statements of operations and comprehensive loss (in thousands): Six Months Ended June 30, 2024 2023 Total payment of contingent consideration $ 15,000 $ 12,445 Less: amounts paid in excess of the acquisition date fair value of the contingent consideration (1) (15,000) (220) Acquisition date fair value of contingent consideration (2) $ — $ 12,225 Change in fair value of contingent consideration (3) $ — $ 2,808 Less: amounts paid in excess of the acquisition date fair value of the contingent consideration (1) (15,000) (220) Net change in contingent consideration (4) $ (15,000) $ 2,588 (1) Included in the change in contingent consideration as an operating activity in the accompanying condensed consolidated statement of cash flows. (2) Agrees to the payments of acquisition related contingent consideration as a financing activity within the accompanying condensed consolidated statement of cash flows. (3) Agrees to the change in fair value of contingent consideration in the accompanying condensed consolidated statement of operations and comprehensive loss. (4) Agrees to the change in contingent consideration as an operating activity in the accompanying condensed 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 June 30, 2024 As of December 31, 2023 Financial Instruments Recorded at Carrying Amount: Carrying Estimated Carrying Estimated Liabilities: Debt—Credit Facilities (1) $ 403,700 $ 383,515 $ 403,825 $ 357,498 Total liabilities $ 403,700 $ 383,515 $ 403,825 $ 357,498 (1) Included in current portion of notes payable and notes payable, net of current portion within the accompanying condensed consolidated balance sheets. Due to the unobservable nature of the inputs these financial instruments are considered to be Level 3 instruments in the fair value hierarchy. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Equity-Based Compensation, Expensed and Capitalized Amount | The Company’s stock-based compensation was classified as follows in the accompanying condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cost of revenue $ 24 $ 19 $ 43 $ 35 Sales and marketing 896 952 1,545 1,683 General and administrative 6,145 32,065 15,575 39,261 Total stock-based compensation $ 7,065 $ 33,036 $ 17,163 $ 40,979 |
Share-based Payment Arrangement, Outstanding Award, Activity, Excluding Option | A summary of the time-based restricted stock unit activity during the six months ended June 30, 2024 was as follows: Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2023 8,098,660 $ 4.84 Granted 3,892,576 2.34 Vested (1,170,105) 4.33 Forfeited (388,219) 4.63 Outstanding at June 30, 2024 10,432,912 $ 3.98 A summary of the performance-based restricted stock unit and performance-based restricted share activity during the six months ended June 30, 2024 was as follows: Units and Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2023 1,037,728 $ 15.58 Granted 3,152,807 2.21 Vested (1,037,728) 15.58 Forfeited — — Outstanding at June 30, 2024 3,152,807 $ 2.21 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net loss $ (2,578) $ (30,166) $ (7,261) $ (41,096) Weighted-average common shares outstanding—basic 127,138,825 123,027,759 126,175,888 122,864,345 Effect of dilutive securities: Restricted stock units and performance shares — — — — Weighted-average common shares outstanding—diluted 127,138,825 123,027,759 126,175,888 122,864,345 Loss per share Basic and diluted $ (0.02) $ (0.25) $ (0.06) $ (0.33) |
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: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Restricted stock units and performance shares 13,585,719 9,792,240 13,585,719 9,792,240 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Revenue from Contract with Customer, Product and Service Benchmark | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 22% | 22% | 22% | 20% | |
Revenue from Contract with Customer, Product and Service Benchmark | Customer B | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 18% | 13% | 18% | 18% | |
Revenue from Contract with Customer, Product and Service Benchmark | Customer C | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11% | 13% | 10% | 13% | |
Accounts Receivable | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 28% | 37% | |||
Accounts Receivable | Customer B | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 24% | 11% | |||
Accounts Receivable | Customer C | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 7% | 6% | |||
Accounts Receivable | Customer D | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 14% | 14% |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 168,471 | $ 171,512 | $ 313,385 | $ 324,673 |
Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 142,425 | 135,198 | 267,500 | 267,963 |
Direct to consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 26,046 | 36,314 | 45,885 | 56,710 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 150,939 | 158,218 | 277,205 | 297,155 |
Rest of world | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 17,532 | 13,294 | 36,180 | 27,518 |
Grills | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 94,971 | 93,133 | 171,790 | 182,871 |
Consumables | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 33,831 | 34,900 | 66,090 | 64,945 |
Accessories | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 39,669 | $ 43,479 | $ 75,505 | $ 76,857 |
ACCOUNTS RECEIVABLES, NET (Deta
ACCOUNTS RECEIVABLES, NET (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | ||
Trade accounts receivable | $ 111,359 | $ 77,299 |
Allowance for expected credit losses | (562) | (549) |
Reserve for returns, discounts and allowances | (21,567) | (16,812) |
Total accounts receivable, net | $ 89,230 | $ 59,938 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,686 | $ 6,645 |
Work in process | 6,904 | 9,798 |
Finished goods | 78,445 | 79,732 |
Inventories | $ 91,035 | $ 96,175 |
ACCRUED EXPENSES - Schedule of
ACCRUED EXPENSES - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||||||
Accrual for inventories in-transit | $ 8,039 | $ 9,927 | ||||
Warranty accrual | 6,756 | $ 7,069 | 7,240 | $ 7,486 | $ 8,693 | $ 7,368 |
Accrued compensation and bonus | 6,688 | 6,935 | ||||
Other | 26,587 | 28,839 | ||||
Accrued expenses | $ 48,070 | $ 52,941 |
ACCRUED EXPENSES - Change in Wa
ACCRUED EXPENSES - Change in Warranty Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||||
Warranty accrual, beginning of period | $ 7,069 | $ 8,693 | $ 7,240 | $ 7,368 |
Warranty claims | (1,249) | (2,108) | (2,322) | (3,580) |
Warranty costs accrued | 936 | 901 | 1,838 | 3,698 |
Warranty accrual, end of period | $ 6,756 | $ 7,486 | $ 6,756 | $ 7,486 |
DERIVATIVES - Narratives (Detai
DERIVATIVES - Narratives (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jan. 31, 2023 | Feb. 25, 2022 |
Derivatives, Fair Value [Line Items] | ||||
Dedesignation of cash flow hedge | $ 21,300 | |||
Hedging instrument expected to be reclassified | $ 6,900 | |||
Interest Rate Swap | ||||
Derivatives, Fair Value [Line Items] | ||||
Notional amount | $ 379,200 | |||
Fixed interest rate | 2.08% | |||
Interest Rate Swap | Cash Flow Hedging | ||||
Derivatives, Fair Value [Line Items] | ||||
Net asset fair value | $ 16,447 | $ 16,248 | ||
First Lein Term Loan Facility | Secured Debt | ||||
Derivatives, Fair Value [Line Items] | ||||
Long-term debt | $ 379,200 |
DERIVATIVES - Summary of Gross
DERIVATIVES - Summary of Gross and Net Fair Value of Cash Flow Hedge Position (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Cash Flow Hedging | Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Net Fair Value | $ 16,447 | $ 16,248 |
DERIVATIVES - Summary of Gros_2
DERIVATIVES - Summary of Gross and Net Fair Value of Foreign Currency Contracts (Details) - Foreign currency contract - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Derivatives, Fair Value [Line Items] | ||
Gross Asset Fair Value | $ 0 | $ 76 |
Gross Liability Fair Value | 299 | 0 |
Net Fair Value | $ 299 | |
Net Fair Value | $ 76 |
DERIVATIVES - Summary of Gains
DERIVATIVES - Summary of Gains (Losses) from Foreign Currency Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Realized loss | $ (376) | $ (813) | $ (537) | $ (1,680) |
Unrealized gain (loss) | 205 | (1,309) | (375) | (689) |
Total loss | $ (171) | $ (2,122) | $ (912) | $ (2,369) |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Level 2 | Interest rate contract | ||
Liabilities: | ||
Derivative liability | $ 0 | $ 0 |
Fair Value, Recurring | ||
Assets: | ||
Total assets | 16,447 | 16,324 |
Liabilities: | ||
Total liabilities | 299 | 15,000 |
Fair Value, Recurring | Level 2 | Interest rate contract | ||
Assets: | ||
Derivative asset | 16,447 | 16,248 |
Fair Value, Recurring | Level 2 | Foreign currency contract | ||
Assets: | ||
Derivative asset | 0 | 76 |
Liabilities: | ||
Derivative liability | 299 | 0 |
Fair Value, Recurring | Level 3 | ||
Liabilities: | ||
Contingent consideration—earn out (4) | $ 0 | $ 15,000 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Millions | 1 Months Ended |
Apr. 30, 2023 USD ($) | |
Apption Labs Limited, Earn Out Period Two | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Payment for Contingent Consideration Liability, Investing Activities | $ 15 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Fair value Consideration Payments (Details) - Level 3 - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 15,000 | $ 23,790 | $ 15,000 | $ 22,747 |
Payments of contingent consideration | (15,000) | (12,445) | (15,000) | (12,445) |
Change in fair value of contingent consideration | 0 | 1,765 | 0 | 2,808 |
Ending balance | $ 0 | $ 13,110 | $ 0 | $ 13,110 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Financial Instruments Reported at Carrying Amount (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 403,700 | $ 403,825 |
Carrying Amount | First Lein Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 403,700 | 403,825 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 383,515 | 357,498 |
Estimated Fair Value | Level 3 | First Lein Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 383,515 | $ 357,498 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of Changes to contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | ||||
Total payment of contingent consideration | $ 12,445 | $ 15,000 | ||
Less: amounts paid in excess of the acquisition date fair value of the contingent consideration (1) | (220) | (15,000) | ||
Payment of acquisition related contingent consideration | 12,225 | 0 | $ 12,225 | |
Change in contingent consideration | $ 0 | $ 1,765 | 0 | 2,808 |
Change in contingent consideration | $ (15,000) | $ 2,588 |
DEBT AND FINANCING ARRANGEMEN_2
DEBT AND FINANCING ARRANGEMENTS (Details) | Nov. 08, 2023 USD ($) | Jun. 29, 2021 USD ($) | Aug. 06, 2024 | Jun. 30, 2024 USD ($) | Nov. 07, 2023 USD ($) | Jul. 31, 2021 |
Debt Instrument [Line Items] | ||||||
Current borrowing capacity | $ 75,000,000 | $ 100,000,000 | ||||
Debt Instrument, Fixed Interest Rate On Outstanding Cash Advances | 0.025 | |||||
Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Fixed Interest Rate On Outstanding Cash Advances | 0.026 | |||||
Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 30,000,000 | |||||
Unused capacity percentage | 0.25% | |||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 75,000,000 | |||||
Unused capacity percentage | 0.50% | |||||
First Lein Term Loan Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fixed interest rate | 3% | |||||
First Lein Term Loan Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Fixed interest rate | 3.25% | |||||
First Lein Term Loan Facility | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 560,000,000 | |||||
Outstanding principal balance | $ 403,700,000 | |||||
Debt instrument, covenant, minimum leverage ratio | 620% | |||||
First Lein Term Loan Facility | Delayed Draw Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 50,000,000 | |||||
First Lein Term Loan Facility | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 125,000,000 | |||||
First Lein Term Loan Facility | Line of Credit | Revolving Credit Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fixed interest rate | 2.75% | |||||
Unused capacity percentage | 0.25% | |||||
First Lein Term Loan Facility | Line of Credit | Revolving Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Fixed interest rate | 3.25% | |||||
Unused capacity percentage | 0.50% | |||||
First Lein Term Loan Facility | Line of Credit | Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 15,000,000 | |||||
Accounts Receivable Credit Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding principal balance | $ 23,500,000 | |||||
Debt Instrument, Restrictive Covenant, Liquidity Threshold | $ 42,500,000 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||||
Feb. 06, 2024 | Apr. 13, 2023 | Jun. 30, 2024 | Jan. 01, 2024 | Jan. 01, 2023 | Jan. 01, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share price target (in dollars per share) | $ 18 | ||||||
2021 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for grant (in shares) | 19,983,145 | 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 | 2021 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 2,075,456 | 1,037,728 | |||||
Time-Based Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 3,892,576 | ||||||
Unrecognized stock based compensation expense | $ 23,900 | ||||||
Share-based payment arrangement, unrecognized compensation, weighted average period (in years) | 1 year 11 months 15 days | ||||||
Performance-Based Restricted Stock Unit And Performance-Based Restricted Share | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 3,152,807 | ||||||
Unrecognized stock based compensation expense | $ 4,300 | ||||||
Share-based payment arrangement, unrecognized compensation, weighted average period (in years) | 10 months 13 days | ||||||
Performance-Based Restricted Stock Units | Chief Executive Officer | 2021 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Eligible shares based on targets (in shares) | 1,037,728 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Equity-based Compensation, Expensed and Capitalized Amount (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based arrangement, compensation expense | $ 7,065 | $ 33,036 | $ 17,163 | $ 40,979 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based arrangement, compensation expense | 24 | 19 | 43 | 35 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based arrangement, compensation expense | 896 | 952 | 1,545 | 1,683 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based arrangement, compensation expense | $ 6,145 | $ 32,065 | $ 15,575 | $ 39,261 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Unit Activity (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Time-Based Restricted Stock Units | |
Stock Appreciation Rights Activity | |
Outstanding at December 31, 2021 (in shares) | shares | 8,098,660 |
Granted (in shares) | shares | 3,892,576 |
Vested (in shares) | shares | (1,170,105) |
Forfeited (in shares) | shares | (388,219) |
Outstanding at March 31, 2021 (in shares) | shares | 10,432,912 |
Weighted Average Grant Date Fair Value | |
Outstanding, Weighted average grant date fair value at December 30, 2021 (in dollars per share) | $ / shares | $ 4.84 |
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares | 2.34 |
Vested, Weighted average grant date fair value (in dollars per share) | $ / shares | 4.33 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 4.63 |
Outstanding, Weighted average grant date fair value at March 31, 2021 (in dollars per share) | $ / shares | $ 3.98 |
Performance-Based Restricted Stock Unit And Performance-Based Restricted Share | |
Stock Appreciation Rights Activity | |
Outstanding at December 31, 2021 (in shares) | shares | 1,037,728 |
Granted (in shares) | shares | 3,152,807 |
Vested (in shares) | shares | (1,037,728) |
Forfeited (in shares) | shares | 0 |
Outstanding at March 31, 2021 (in shares) | shares | 3,152,807 |
Weighted Average Grant Date Fair Value | |
Outstanding, Weighted average grant date fair value at December 30, 2021 (in dollars per share) | $ / shares | $ 15.58 |
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares | 2.21 |
Vested, Weighted average grant date fair value (in dollars per share) | $ / shares | 15.58 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 0 |
Outstanding, Weighted average grant date fair value at March 31, 2021 (in dollars per share) | $ / shares | $ 2.21 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ (24) | $ 198 | $ 166 | $ 362 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||
Amount payable to third party | $ 33,661 | $ 33,661 | $ 33,280 | ||
Affiliated Entity | Customer Service and Support, Charges | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction expenses | 1,300 | $ 1,700 | 2,500 | $ 2,700 | |
Affiliated Entity | Customer Service and Support | |||||
Related Party Transaction [Line Items] | |||||
Amount payable to third party | $ 900 | $ 900 | $ 1,000 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Computation of Basic and Diluted EPS Attributable for Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (2,578) | $ (30,166) | $ (7,261) | $ (41,096) |
Weighted average common shares outstanding - basic (in shares) | 127,138,825 | 123,027,759 | 126,175,888 | 122,864,345 |
Effect of dilutive securities: | ||||
Restricted stock (in shares) | 0 | 0 | 0 | 0 |
Weighted average common shares outstanding - diluted (in shares) | 127,138,825 | 123,027,759 | 126,175,888 | 122,864,345 |
Earnings Per Share, Basic and Diluted | ||||
Earnings (loss) per share - basic (in dollars per share) | $ (0.02) | $ (0.25) | $ (0.06) | $ (0.33) |
Earnings (loss) per share - diluted (in dollars per share) | $ (0.02) | $ (0.25) | $ (0.06) | $ (0.33) |
EARNINGS (LOSS) PER SHARE - S_2
EARNINGS (LOSS) PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restricted stock units and performance shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities (in shares) | 13,585,719 | 9,792,240 | 13,585,719 | 9,792,240 |