10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2021

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 001-40702

_________________________

Weber Inc.

(Exact name of registrant as specified in its charter)

_________________________

DE (State or other jurisdiction of incorporation or organization)	61-1999408 (I.R.S. Employer Identification No.)
1415 S. Roselle Road Palatine, Illinois (Address of principal executive offices)	60067 (Zip Code)

(847) 934-5700

(Registrant’s telephone number, including area code)

_________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share	WEBR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

Class A Common Stock outstanding as of January 31, 2022 – 52,562,779 shares

Class B Common Stock outstanding as of January 31, 2022 – 234,645,219 shares

WEBER INC.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	4
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets (unaudited)	5
	Condensed Consolidated Statements of Operations (unaudited)	6
	Condensed Consolidated Statements of Comprehensive Income (unaudited)	7
	Condensed Consolidated Statements of Equity (Deficit) (unaudited)	8
	Condensed Consolidated Statements of Cash Flows (unaudited)	10
	Notes to Unaudited Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	43
Item 4.	Controls and Procedures	43
PART II	OTHER INFORMATION	45
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 6.	Exhibits	46
Signatures		47

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements in the sections titled “Quantitative and Qualitative Disclosures About Market Risk” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other sections of this Quarterly Report on Form 10-Q that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed in the section titled "Risk Factors" in our Annual Report on Form 10-K.

Our future results could be affected by a variety of other factors, including uncertainty of the magnitude, duration, geographic reach, impact on the global economy and current and potential travel restrictions of the COVID-19 outbreak, the current, and uncertain future, impact of the COVID-19 outbreak on our business, growth, reputation, prospects, financial condition, operating results (including components of our financial results), and cash flows and liquidity, risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financial condition, losses and future prospects, the ability to realize the anticipated benefits and synergies from business acquisitions in the amounts and at the times expected, the impact of competitive conditions, the effectiveness of pricing, advertising, and promotional programs; the success of innovation, renovation and new product introductions; the recoverability of the carrying value of goodwill and other intangibles, the success of productivity improvements and business transitions, commodity and energy prices, transportation costs, labor costs, disruptions or inefficiencies in supply chain, the availability of and interest rates on short-term and long-term financing, the levels of spending on systems initiatives, properties, business opportunities, integration of acquired businesses, and other general and administrative costs, changes in consumer behavior and preferences, the effect of U.S. and foreign economic conditions on items such as interest rates, statutory tax rates, currency conversion and availability, legal and regulatory factors including the impact of any product recalls; and business disruption or other losses from war, pandemic, terrorist acts or political unrest.

The risk factors discussed in the section titled "Risk Factors" in our Annual Report on Form 10-K could cause our results to differ materially from those expressed in the forward-looking statements made in this Quarterly Report on Form 10-Q. There also may be other risks that are currently unknown to us or that we are unable to predict at this time.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Forward-looking statements speak only as of the date they were made, and we are under no duty to update any of these forward-looking statements after the date of this Quarterly Report on Form 10-Q to conform our prior statements to actual results or revised expectations.

3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

	Page
Condensed Consolidated Balance Sheets (Unaudited)	5
Condensed Consolidated Statements of Operations (Unaudited)	6
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)	7
Condensed Consolidated Statements of Equity (Deficit) (Unaudited)	8
Condensed Consolidated Statements of Cash Flows (Unaudited)	10
Notes to Unaudited Condensed Consolidated Financial Statements	11
1. General	11
2. Acquisitions	12
3. Goodwill and Other Intangibles	15
4. Property, Equipment and Leasehold Improvements	17
5. Debt	17
6. Derivative Instruments	18
7. Income Taxes	20
8. Commitments and Contingencies	20
9. Related Parties	21
10. Fair Value of Financial Instruments	22
11. Stock-Based Compensation	24
12. Segments	27
13. Noncontrolling Interests	29
14. Earnings (Loss) Per Share	29
15. Member Notes	30

4

Weber Inc.

Condensed Consolidated Balance Sheets

(dollars in thousands, except share data)

	December 31, 2021		September 30, 2021
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	46,199	$	107,517
Accounts receivable, less allowances (1)	156,392		138,683
Inventories, net	470,519		332,621
Prepaid expenses and other current assets	113,618		68,236
Total current assets	786,728		647,057
Property, equipment and leasehold improvements, net	172,959		162,829
Operating lease right-of-use assets (2)	67,502		66,962
Other long-term assets	57,751		61,454
Trademarks, net	356,975		357,821
Other intangible assets, net	139,793		144,257
Goodwill	109,180		110,612
Total assets	$	1,690,888	$	1,550,992
Liabilities and equity (deficit)
Current liabilities:
Trade accounts payable	$	375,887	$	330,669
Accrued expenses (3)	136,365		150,610
Income taxes payable	8,696		4,823
Current portion of long-term debt and other borrowings	173,500		12,500
Current portion of long-term financing obligation	612		592
Total current liabilities	695,060		499,194
Long-term debt, less current portion	982,568		984,818
Long-term financing obligation, less current portion	38,228		38,394
Non-current operating lease liabilities (4)	55,809		55,329
Tax Receivable Agreement liability	9,226		9,226
Other long-term liabilities	79,424		85,376
Total liabilities	1,860,315		1,672,337
Commitments and Contingencies (Note 8)
Class A Common Stock, $0.001 par value - 3,000,000,000 shares authorized, 52,569,898 and 52,533,388 shares issued and outstanding as of December 31, 2021 and September 30, 2021, respectively	53		53
Class B Common Stock, $0.00001 par value - 1,500,000,000 shares authorized, 234,645,219 and 233,572,370 shares issued and outstanding as of December 31, 2021 and September 30, 2021, respectively	2		2
Preferred Stock, $0.0001 par value - 1,500,000,000 shares authorized, zero shares issued and outstanding as of both December 31, 2021 and September 30, 2021	—		—
Additional paid-in capital	12,015		6,109
Accumulated other comprehensive loss	(8,942)		(9,280)
Retained earnings (deficit)	6,899		(7,646)
Total Weber Inc. equity (deficit)	10,027		(10,762)
Noncontrolling interests	(179,454)		(110,583)
Total equity (deficit)	(169,427)		(121,345)
Total liabilities and equity (deficit)	$	1,690,888	$	1,550,992

_____________

(1)Includes related party royalty receivables of $144 and $119 at December 31, 2021 and September 30, 2021, respectively (see Note 9).

(2)Includes related party operating lease assets of $1,544 and $1,629 at December 31, 2021 and September 30, 2021, respectively (see Note 9).

(3)Includes related party operating lease liabilities of $438 and $431 at December 31, 2021 and September 30, 2021, respectively (see Note 9).

(4)Includes related party operating lease liabilities of $1,106 and $1,198 at December 31, 2021 and September 30, 2021, respectively (see Note 9).

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

Weber Inc.

Condensed Consolidated Statements of Operations

(dollars in thousands, except share and per share data)

(unaudited)

	Three Months Ended December 31,
	2021		2020
Net sales (1)	$	283,141	$	308,878
Cost of goods sold (2)	219,128		174,073
Gross profit	64,013		134,805
Operating expenses:
Selling, general and administrative (3)(4)	148,084		114,103
Amortization of intangible assets	5,174		3,017
Gain on disposal of assets held for sale	—		(5,185)
(Loss) income from operations	(89,245)		22,870
Foreign currency loss (gain)	164		(3,507)
Interest income (5)	(230)		(179)
Interest expense	15,761		14,652
Loss from early extinguishment of debt	—		5,448
(Loss) income before taxes	(104,940)		6,456
Income tax (benefit) expense	(30,387)		166
Loss from investments in unconsolidated affiliates	—		1,405
Net (loss) income	$	(74,553)	$	4,885
Net loss attributable to noncontrolling interests	(91,330)		—
Net income attributable to Weber Inc.	$	16,777	$	4,885
Earnings (loss) per share of Class A common stock
Basic	$	0.31	N/A
Diluted	$	(0.19)	N/A
Weighted average shares outstanding
Basic	53,309,932		N/A
Diluted	287,955,151		N/A

_____________

(1)Includes related party royalty revenue of $144 and $43 for the three months ended December 31, 2021 and 2020, respectively (see Note 9).

(2)Includes related party rental expense of zero and $179 for the three months ended December 31, 2021 and 2020, respectively (see Note 9).

(3)Includes related party rental expense of $167 and $59 for the three months ended December 31, 2021 and 2020, respectively (see Note 9).

(4)Includes related party royalty expense of zero and $268 for the three months ended December 31, 2021 and 2020, respectively (see Note 9).

(5)Includes related party interest income of $3 and $14 for the for the three months ended December 31, 2021 and 2020, respectively (see Note 9).

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

Weber Inc.

Condensed Consolidated Statements of Comprehensive (Loss) Income

(dollars in thousands)

(unaudited)

	Three Months Ended December 31,
	2021		2020
Net (loss) income	$	(74,553)	$	4,885
Other comprehensive (loss) income:
Foreign currency translation adjustments, net of income tax benefit of $135 and zero	(3,006)		10,457
Gain on derivative instruments, net of income tax expense of $238 and zero	5,316		3,709
Comprehensive (loss) income	(72,243)		19,051
Less: Comprehensive loss attributable to noncontrolling interests	(89,358)		—
Comprehensive income attributable to Weber Inc.	$	17,115	$	19,051

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7

Weber Inc.

Condensed Consolidated Statements of Equity (Deficit)

(dollars in thousands, except share data)

(unaudited)

	Three Months Ended December 31, 2021
	Class A Common Stock			Class B Common Stock			Preferred Stock					Accumulated Other Comprehensive Income (Loss)
	Shares	Amount		Shares	Amount		Shares	Amount		Additional Paid-in Capital		Cumulative  Translation  Adjustments		Unrealized  Gain/(Loss)  on Derivative  Instruments		Retained  Earnings  (Deficit)		Non-controlling Interests		Total
Balance at September 30, 2021	52,533,388	$	53	233,572,370	$	2	—	$	—	$	6,109	$	(5,692)	$	(3,588)	$	(7,646)	$	(110,583)	$	(121,345)
Repayment of member notes	—	—		1,072,849	—		—	—		2,077		—		—		—		9,273		11,350
Deferred tax asset associated with repayment of member notes	—	—		—	—		—	—		(487)		—		—		—		—		(487)
Issuance of Class A shares for equity awards	36,510	—		—	—		—	—		(351)		—		—		—		—		(351)
Net loss	—	—		—	—		—	—		—		—		—		16,777		(91,330)		(74,553)
Interest income on notes receivable	—	—		—	—		—	—		(3)		—		—		—		—		(3)
Dividends on Class A shares and equity awards	—	—		—	—		—	—		—		—		—		(2,232)		—		(2,232)
Distributions to noncontrolling interests	—	—		—	—		—	—		—		—		—		—		(9,627)		(9,627)
Stock-based compensation	—	—		—	—		—	—		4,670		—		—		—		20,841		25,511
Foreign currency translation adjustments	—	—		—	—		—	—		—		(441)		—		—		(2,565)		(3,006)
Gain on derivative instruments	—	—		—	—		—	—		—		—		404		—		2,353		2,757
Reclassification of realized loss on derivative instruments to net loss	—	—		—	—		—	—		—		—		375		—		2,184		2,559
Balance at December 31, 2021	52,569,898	$	53	234,645,219	$	2	—	$	—	$	12,015	$	(6,133)	$	(2,809)	$	6,899	$	(179,454)	$	(169,427)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

8

Weber Inc.

Condensed Consolidated Statements of Equity (Deficit)

(dollars in thousands)

(unaudited)

	Three Months Ended December 31, 2020
			Accumulated Other Comprehensive Income (Loss)
	Members' Equity (Deficit)		Cumulative  Translation  Adjustments		Unrealized  Gain/(Loss)  on Derivative  Instruments		Total
Balance at September 30, 2020	$	25,032	$	(28,455)	$	(40,125)	$	(43,548)
Capital contributions	100		—		—		100
Interest income on notes receivable	(14)		—		—		(14)
Notes receivable repayments	152		—		—		152
Net income	4,885		—		—		4,885
Foreign currency translation adjustments	—		10,457		—		10,457
Gain on derivative instruments	—		—		1,129		1,129
Unit-based compensation	430		—		—		430
Reclassification of realized loss on derivative instruments to net income	—		—		2,580		2,580
Members' distributions	(29,090)		—		—		(29,090)
Balance at December 31, 2020	$	1,495	$	(17,998)	$	(36,416)	$	(52,919)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

9

Weber Inc.

Condensed Consolidated Statements of Cash Flows

(dollars in thousands)

(unaudited)

	Three Months Ended December 31,
	2021		2020
Operating activities
Net (loss) income	$	(74,553)	$	4,885
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Provision for depreciation	8,613		6,749
Provision for amortization of intangible assets	5,174		3,017
Provision for amortization of deferred financing costs	1,022		912
Deferred income tax expense (benefit)	340		(1,840)
Stock/unit-based compensation	25,511		3,428
Loss from investments in unconsolidated affiliates	—		1,405
Gain on disposal of assets held for sale	—		(5,185)
Loss from early extinguishment of debt	—		5,448
Changes in operating assets and liabilities
Accounts receivable	(18,345)		(41,432)
Inventories	(139,694)		(76,209)
Prepaid expenses and other current assets	(46,606)		10,408
Trade accounts payable	52,464		(34,655)
Accrued expenses	(10,554)		(22,157)
Income taxes payable	3,074		(4,580)
Other	5,661		(11,346)
Net cash used in operating activities	(187,893)		(161,152)
Investing activities
Proceeds from disposal of property, equipment and leasehold improvements	10		11,896
Additions to property, equipment and leasehold improvements	(25,876)		(4,972)
Net cash (used in) provided by investing activities	(25,866)		6,924
Financing activities
Proceeds from issuance of long-term debt	—		1,250,000
Payments for deferred financing costs	—		(26,654)
Payments for capitalized offering costs	(2,109)		—
Payments under agreement with iDevices	(52)		(58)
Interest rate swap settlement payments	(1,478)		(996)
Proceeds from contribution of capital, net	11,346		252
Dividends paid	(2,123)		—
Members’ distributions	(9,627)		(29,090)
Borrowings from revolving credit facility	203,000		—
Payments on revolving credit facility	(42,000)		—
Payments of long-term debt	(3,125)		(616,250)
Shares withheld to satisfy employee tax obligations	(351)		—
Service on financing obligation	(145)		(125)
Net cash provided by financing activities	153,336		577,079
Effect of exchange rate changes on cash and cash equivalents	(895)		(381)
(Decrease) increase in cash and cash equivalents	(61,318)		422,470
Cash and cash equivalents at beginning of period	107,517		123,792
Cash and cash equivalents at end of period	$	46,199	$	546,262
Supplemental disclosures of cash flow information:
Cash paid for interest	$	13,311	$	12,785
Cash paid for income taxes	$	4,439	$	4,299
Supplemental disclosures of non-cash investing information:
Property and equipment included in accounts payable and accrued expenses	$	26,050	$	5,805

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

10

Weber Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. General

Description of Business

Weber Inc. (“Weber,” “Company,” “we,” and “our”), a Delaware corporation, was formed in April 2021 for the purpose of facilitating an initial public offering (“IPO”) of its Class A common stock, facilitating organizational transactions and to operate the business of Weber HoldCo LLC and its consolidated subsidiaries. The Company historically conducted its business through Weber-Stephen Products LLC prior to the IPO. Following the Company's IPO in August 2021, Weber Inc. is a holding company and its sole asset is a controlling equity interest in Weber HoldCo LLC, a Delaware limited liability company formed in April 2021. As part of the IPO and other associated transactions (collectively referred to as the “Reorganization Transactions”), Weber-Stephen Products LLC became a wholly owned subsidiary of Weber HoldCo LLC, and will continue as the primary operating company.

Weber, together with its subsidiaries, is an outdoor cooking company in the global outdoor cooking market. Our product portfolio includes traditional charcoal grills, gas grills, smokers, pellet grills, electric grills and related accessories. Our full range of products are sold in 78 countries.

We are headquartered in Palatine, Illinois, and our stock is listed on the New York Stock Exchange under the symbol “WEBR.”

Basis of Presentation

The condensed consolidated financial statements of Weber Inc. were prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) for interim reporting. In management’s opinion, the interim financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results of financial position, operations and cash flows for the periods presented. The results of operations for the period ended December 31, 2021 are not necessarily indicative of the operating results expected for the full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021.

Principles of Consolidation

The condensed consolidated financial statements include the accounts and operations of the Company and its subsidiaries. Weber HoldCo LLC is considered a variable interest entity. Weber Inc. is the primary beneficiary of Weber HoldCo LLC and has decision making authority that significantly affects the economic performance of this entity. As a result, Weber Inc. consolidates the financial statements of Weber HoldCo LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. Noncontrolling interests reflect the entitlement of the owners of Weber-Stephen Products LLC’s outstanding equity interests prior to the IPO (“Pre-IPO LLC Members”) to a portion of Weber HoldCo LLC’s net income (loss).

As the Reorganization Transactions are considered transactions between entities under common control, the condensed consolidated financial statements for periods prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Prior to the Reorganization Transactions, Weber Inc. had no operations.

Fiscal Year

The Company’s fiscal year runs from October 1 through September 30. All references to years are to fiscal years unless otherwise stated.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The effect of the change in the estimates will be recognized in the current period of the change.

11

Seasonality

Although the Company generally has demand for its products throughout the year, the Company’s sales have historically experienced some seasonality. The Company has typically experienced its highest level of sales of its products in the second and third fiscal quarters as retailers across North America and Europe changeover their floor sets, build inventory and fulfill consumer demand for outdoor cooking products. Sales are typically lower during the first and fourth fiscal quarters, with the exception of the Australia/New Zealand business which is counter seasonal to the balance of the business.

Allowance for Current Expected Credit Losses

The Company estimates its expected credit losses based on historical experience, the aging of accounts receivable, consideration of current economic conditions and its expectations of future economic conditions. The allowance for expected credit losses was $2.3 million and $2.6 million as of December 31, 2021 and September 30, 2021, respectively.

Inventories

The components of inventory are as follows:

	December 31, 2021		September 30, 2021
	(dollars in thousands)
Work-in-process and materials	$	89,922	$	60,367
Finished products	380,597		272,254
Total inventories, net	$	470,519	$	332,621

New Accounting Pronouncements Recently Adopted

In March 2020, the the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This ASU is effective for all entities beginning as of its date of effectiveness, March 12, 2020. The guidance is temporary and can be applied through December 31, 2022. The guidance has not impacted the condensed consolidated financial statements to date. The Company will continue to monitor the impact of the ASU on our condensed consolidated financial statements in the future.

New Accounting Pronouncements Issued but Not Yet Adopted

No recent accounting pronouncements were issued by the FASB that are believed by management to have a material impact on the Company’s future financial statements.

2. Acquisitions

June Acquisition

On January 12, 2021, the Company acquired all of the remaining outstanding stock of June Life, Inc. ("June"), a smart appliance and technology company. The purpose of the acquisition was primarily to advance consumer experiences through the use of embedded technology in its products and higher quality digital products.

The composition of the purchase price recorded for June was as follows (dollars in thousands):

Cash	$	108,285
Fair value of equity interest	24,144
Settlement of existing contractual relationship	9,776
Total	$	142,205

Prior to the acquisition, the Company held an existing equity interest in June, which was historically accounted for as an equity method investment. Additionally, the Company had a license and development agreement with June to license certain software and other technology owned by June and adapt this technology to certain products of the Company. The

12

license and development agreement included provisions for the Company to pay June royalties at varying rates based on the quantities and type of product sold containing the licensed technology. During the three months ended December 31, 2020, the Company recorded an equity method loss of $1.4 million, with an offsetting decrease in its investment in June.

Upon completion of the merger agreement, June became a wholly-owned subsidiary of the Company. At the time of acquisition, the fair value of the existing equity interest totaled $24.1 million, which was based on per share prices paid to the sellers of common stock and preferred stock on acquisition.

The June license and development agreement, was deemed to be an existing contractual relationship. As a result of the business combination, the Company recorded this arrangement as consideration at its January 12, 2021 fair value, which resulted in an increase in goodwill of $9.8 million.

The results of operations for June have been included in the condensed consolidated statements of operations since the acquisition date, which were not material. June operations are reflected within the Americas reportable segment. Actual and pro forma revenue and results of operations for the acquisition have not been presented because they do not have a material impact to the Company’s net sales and results of operations, either individually or in aggregate.

The December 31, 2021 condensed consolidated balance sheet includes the assets and liabilities of June, which have been measured at fair value as of the acquisition date. The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities.

The allocation of purchase price recorded for June was as follows (dollars in thousands):

Cash	$	6,046
Inventory	480
Accounts receivable	85
Prepaid expenses and other current assets	617
Property and equipment	104
Intangibles	109,700
Goodwill	53,193
Accounts payable	(870)
Accrued expenses	(2,670)
Other long-term liabilities	(24,480)
Total	$	142,205

The above fair values of assets acquired and liabilities are based on the information that was available as of the reporting date.

The goodwill of $53.2 million represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including an experienced workforce and expected future synergies. None of the goodwill is expected to be deductible for tax purposes. In the first quarter of fiscal year 2022, the Company recorded a reduction to accrued expenses of $1.3 million, with a corresponding decrease to goodwill, resulting from a change in the fair value of a liability.

The Company recognized $24.5 million of deferred tax liabilities due to the acquisition of June. The deferred tax liabilities have been recorded in Other long-term liabilities in the condensed consolidated balance sheets.

The gross carrying amounts allocated to intangible assets were as follows (dollars in thousands):

Trade names and trademarks	$	17,000
Developed software / patented technology	87,000
Non-competition / restrictive covenant agreements	5,700
Total	$	109,700

13

The useful lives assigned to intangible assets were as follows (in years):

	Useful Lives
Trade names and trademarks	20.0
Developed software / patented technology	15.0
Non-competition / restrictive covenant agreements	3.0
Total weighted average useful life	15.2

Developed software/patented technology were valued using the multi-period excess earnings method (“MPEEM”). Intangible assets consisting of trade names and trademarks and non-competition/ restrictive covenant agreements were valued using the relief from royalty (“RFR”) method and lost income method, respectively. In many cases, the determination of fair values required estimates about discount rates, future expected cash flows and other future events that are judgmental and subject to change.

As a result of the acquisition, the Company recognized $1.2 million of acquisition-related costs.

RMC Acquisition

On April 1, 2021, the Company acquired all aspects of the operations of R McDonald Co. Pty. Ltd. (“RMC”), that supported the Company’s business units in Australia and New Zealand. This included certain fixed assets, members of the RMC workforce and their related employment liabilities and the reacquired right to sell and market the Company’s products. RMC, a marketing and distribution company, had historically provided operational and marketing support to operate the Weber Australia and Weber New Zealand businesses on behalf of the Company. The primary purpose of the acquisition was to re-acquire those operational and marketing rights.

The composition of the purchase price recorded for RMC was as follows (dollars in thousands):

Cash	$	26,275
Equity consideration issued by the Company	14,582
Total	$	40,857

Prior to the acquisition, the Company had a preexisting contractual agreement with RMC which provided RMC the exclusive rights to sell, market, and distribute barbecue grills and accessories in Australia and New Zealand. With the acquisition, the effective settlement of this agreement resulted in the Company reacquiring rights to sell, market, and distribute products in Australia and New Zealand. In addition, RMC had a contractual agreement to provide administrative support services to the Company’s Australian and New Zealand businesses, as well as a licensing agreement for RMC to use certain trademarks of the Company. The transaction resulted in no gain or loss as the contractual terms of these agreements were at market.

The results of operations for RMC have been included in the condensed consolidated statements of operations since the acquisition date, which were not material. RMC operations are reflected within the Asia-Pacific (“APAC”) reportable segment. Actual and pro forma revenue and results of operations for the acquisition have not been presented because they do not have a material impact to the Company’s net sales and results of operations, either individually or in aggregate.

The December 31, 2021 condensed consolidated balance sheet includes the assets and liabilities of RMC, which have been measured at fair value as of the acquisition date. The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities.

14

The allocation of purchase price recorded for RMC was as follows (dollars in thousands):

Property and equipment	$	432
Reacquired rights	14,300
Other long-term assets	410
Goodwill	27,120
Accrued expenses	(1,405)
Total	$	40,857

The above fair values of assets acquired and liabilities are based on the information that was available as of the reporting date.

The goodwill of $27.1 million represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including an experienced workforce and expected future synergies. None of the goodwill is expected to be deductible for tax purposes. In the period subsequent to acquisition, the Company recorded a deferred tax asset of $0.4 million in its acquisition of RMC, with a corresponding decrease to goodwill.

The reacquired rights were valued using MPEEM. The useful life of the reacquired rights were estimated to be 3.3 years. The determination of fair values required estimates about discount rates, future expected cash flows and other future events that are judgmental and subject to change.

As a result of the acquisition, the Company recognized approximately $0.3 million of acquisition-related costs.

3. Goodwill and Other Intangibles

Goodwill allocated to the Company's reportable segments and changes in the carrying amount of goodwill during the three months ended December 31, 2021 is shown below.

	Americas		EMEA		APAC		Total
	(dollars in thousands)
Balance as of September 30, 2021	$	73,696	$	10,589	$	26,327	$	110,612
Acquisitions(1)	(1,284)		—		—		(1,284)
Foreign exchange	—		(186)		38		(148)
Balance as of December 31, 2021	$	72,412	$	10,403	$	26,365	$	109,180

_____________

(1)Represents a measurement period adjustment related to the June acquisition. See Note 2 for further information.

15

The Company’s intangible assets consist of the following:

	December 31, 2021
	Weighted-Average Remaining Amortization Years	Gross Carrying  Amount		Accumulated  Amortization		Net Book  Value
		(dollars in thousands)
Trademark—Weber	N/A	$	310,000	$	—	$	310,000
Trademarks—Other	14.3	55,900		(8,925)		46,975
Trademarks, net		365,900		(8,925)		356,975
Customer lists	9.0	91,361		(51,681)		39,680
Patents	7.3	3,428		(1,454)		1,974
In-process research and development	5.1	4,500		(2,213)		2,287
Developed technology	14.1	87,000		(5,589)		81,411
Reacquired rights	2.6	13,641		(3,069)		10,572
Non-compete agreement	2.1	5,700		(1,831)		3,869
Other intangible assets, net		205,630		(65,837)		139,793
Total		$	571,530	$	(74,762)	$	496,768

	September 30, 2021
	Gross Carrying  Amount		Accumulated  Amortization		Net Book  Value
	(dollars in thousands)
Trademark—Weber	$	310,000	$	—	$	310,000
Trademarks—Other	55,900		(8,079)		47,821
Trademarks, net	365,900		(8,079)		357,821
Customer lists	91,563		(50,483)		41,080
Patents	49,428		(47,389)		2,039
In-process research and development	4,500		(2,100)		2,400
Developed technology	87,000		(4,139)		82,861
Reacquired rights	13,568		(2,035)		11,533
Non-compete agreement	6,300		(1,956)		4,344
Other intangible assets, net	252,359		(108,102)		144,257
Total	$	618,259	$	(116,181)	$	502,078

The Company’s indefinite-lived intangible assets consist of Trademark—Weber.

Total amortization expense for the Company’s intangible assets was $5.2 million and $3.0 million for the three months ended December 31, 2021 and 2020, respectively.

16

4. Property, Equipment and Leasehold Improvements

Property, equipment and leasehold improvements, net consists of the following:

	December 31, 2021		September 30, 2021
	(dollars in thousands)
Land	$	6,453	$	6,453
Buildings	49,009		44,829
Computer equipment and software	79,836		79,286
Equipment	252,372		238,601
Leasehold improvements	12,638		13,156
Construction-in-progress	32,158		32,547
	432,466		414,872
Accumulated depreciation	(259,507)		(252,043)
Total	$	172,959	$	162,829

Depreciation expense amounted to $8.6 million and $6.7 million for the three months ended December 31, 2021 and 2020, respectively, of which $1.9 million and $1.7 million related to the amortization of capitalized software costs, respectively. Unamortized software costs were $32.6 million and $29.1 million as of December 31, 2021 and September 30, 2021, respectively.

5. Debt

Long-term debt consists of the following:

	December 31, 2021	September 30, 2021
	(dollars in thousands)
Secured Credit Facility Term Loan, due October 2027	1,017,400	1,020,525
Secured Credit Facility Revolving Loan	161,000	—
Total borrowings	1,178,400	1,020,525
Deferred financing costs	(17,025)	(17,692)
Original issue discount	(5,307)	(5,515)
Total debt	1,156,068	997,318
Less: Current portion of long-term debt and other borrowings	(173,500)	(12,500)
Total long-term debt	982,568	984,818

Secured Credit Facility

The Company's credit facility (“Secured Credit Facility”) includes an initial term loan (“Term Loan”) of $1,250.0 million and a revolving credit facility (“Revolving Loan”) with a maximum commitment of $300.0 million. As of December 31, 2021, the Revolving Loan had borrowings outstanding of $161.0 million and letters of credit issued of $6.6 million leaving $132.4 million of available borrowing capacity.

Covenants

The Secured Credit Facility contains certain restrictive covenants relating to, among other things, limitations on indebtedness, transactions with affiliates, sales of assets, acquisitions and members’ distributions. In addition, above a certain borrowing level, there is a financial covenant relating to the Company’s average leverage ratio. As of December 31, 2021, the Company was in compliance with all covenants in the Secured Credit Facility.

17

6. Derivative Instruments

Interest Rate Swap Contracts

The Company uses interest rate swap contracts to minimize the effect of fluctuating variable interest rates under the Secured Credit Facility on Interest expense within its reported operating results. As cash flow hedges, the interest rate swaps are revalued at current market rates, with the changes in valuation reflected directly in Other comprehensive income (loss), to the extent that the hedge is effective. The gains or losses on the interest rate swaps reported in Accumulated other comprehensive income (loss) in equity are reclassified into Interest expense in the periods in which the monthly interest settlement is paid on the interest rate swap.

The notional values of the Company’s outstanding interest rate swap contracts were as follows:

	December 31, 2021		September 30, 2021
	(dollars in thousands)
Interest rate swap contracts	$	1,220,000	$	1,220,000

On October 30, 2020, the Company completed a series of transactions to amend and extend certain interest rate swap agreements by an additional three years. These interest rate swap transactions consisted of the following: (i) $360.0 million of the interest rate swaps were de-designated as cash flow hedges, (ii) the Company entered into a $360.0 million pay-variable received-fixed interest rate swap which was designed to economically offset the terms of the $360.0 million of swaps in (i) and which are not designated as cash flow hedges, and (iii) the Company entered into a $500.0 million new pay-fixed interest rate swap with an extended maturity. The new pay-fixed interest rate swaps is considered a hybrid instrument with a financing component and an embedded at-market derivative that was designated as a cash flow hedge (see discussion of cash flow presentation below).

At the time of the de-designation of the above $360.0 million in interest rate swaps, there was approximately $38.2 million of unrealized losses recorded in Accumulated other comprehensive income (loss). This amount is amortized to interest expense through the remaining term of the original de-designated swaps unless it becomes probable that the cash flows originally hedged will not occur, in which case the proportionate amount of the loss will be recorded to interest expense at that time. The $360.0 million of interest rate swaps de-designated as cash flows hedges and the $360.0 million of offsetting swaps will be marked to market with changes in fair value recognized, along with the fixed and variable payments on these swaps, in interest expense which are expected to nearly offset each other. The Company presents the derivatives on a gross basis on the balance sheet.

The new pay-fixed interest rate swap is a hybrid instrument in accordance with Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, consisting of a financing component and an embedded at-market derivative. The financing component is accounted for at amortized cost over the life of the swap while the embedded at-market derivative is accounted for at fair value on the balance sheet and designated as a cash flow hedge. This new $500.0 million swap is indexed to one-month LIBOR and is net settled on a monthly basis with the counterparty for the difference between the fixed rate of 2.2025% and the variable rate based upon one-month LIBOR (subject to a floor of 0.75%) as applied to the notional amount of the swap. In connection with the transactions discussed above, no cash was exchanged between the Company and the counterparty. The liability of the terminated interest rate swaps as well as the inception value of the receive-fixed interest rate swap was blended into the new pay-fixed interest rate swap. Cash settlements related to interest rate contracts will generally be classified as operating activities on the condensed consolidated statements of cash flows. The cash flows related to the portion of the hybrid instrument treated as debt are classified as financing activities in the condensed consolidated statements of cash flows while the portion treated as an at-market derivative is classified as operating activities.

See Note 10 for further information.

18

Foreign Currency Forward Contracts

The Company enters into foreign currency forward contracts to minimize the effect of fluctuating variable foreign currency denominated cash flows impacting Gross profit within its reported operating results. When entered, these financial instruments are designated as cash flow hedges of underlying exposures and de-designated when the foreign currency denominated sale of inventory is made to a third party. As cash flow hedges, the forward contracts are revalued at current foreign exchange rates with the changes in the valuation reflected directly in Accumulated other comprehensive income (loss), to the extent that the hedge is effective. The gains or losses on the forward contracts reported in Accumulated other comprehensive income (loss) in equity (deficit) are reclassified into Cost of goods sold in the period or periods in which the foreign currency denominated sale of inventory is made to a third party and the contracts are de-designated. The gains or losses from changes in the fair value of foreign exchange contracts de-designated as cash flow hedges are recorded in Foreign currency loss (gain). The Company also enters into foreign currency forward contracts that economically hedge its risk on foreign currency denominated receivables. The gains or losses from changes in fair value on these contracts are recorded in Foreign currency loss (gain). Cash settlements related to forward currency forward contracts are classified as operating activities on the condensed consolidated statements of cash flows.

The notional values of the Company’s outstanding foreign currency forward contracts were as follows:

	December 31, 2021		September 30, 2021
	(dollars in thousands)
Foreign currency forward contracts	$	7,992	$	28,254

See Note 10 for further information.

Cash Flow Hedges Impact on the Condensed Consolidated Statements of Comprehensive (Loss) Income

For derivatives designated as cash flow hedges, the gain (loss) recognized in Other comprehensive (loss) income was:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Interest rate swap contracts	$	2,880	$	1,219
Foreign currency forward contracts	—		(90)
Total gain recognized	$	2,880	$	1,129

Cash Flow Hedges Impact on the Condensed Consolidated Statements of Operations

For derivatives designated as cash flow hedges, the gain reclassified from Accumulated other comprehensive income (loss) into the condensed consolidated statements of operations was:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Interest rate swap contracts	$	2,673	$	2,448
Foreign currency forward contracts	—		132
Total gain recognized	$	2,673	$	2,580

For derivatives de-designated as cash flow hedges and economic hedges on foreign currency denominated receivables, the (gain) loss recognized directly into Foreign currency loss (gain) in the condensed consolidated statements of operations was:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Foreign currency forward contracts	$	(320)	$	1,507

19

As of December 31, 2021, the Company estimates that it will recognize approximately $10.2 million of losses associated with the above contracts in net income within the next 12 months.

Commodity Index Contracts

The Company uses commodity index contracts to reduce its exposure to fluctuations in cash flows relating to the purchases of aluminum and steel-based components and raw materials impacting Gross profit. The commodity index contracts are accounted for as financial instruments and the Company did not apply hedge accounting.

The notional values of the Company’s outstanding commodity index contracts were as follows:

	December 31, 2021	September 30, 2021
	(volumes in pounds)
Aluminum index contracts	4,500,000	7,200,000
Steel index contracts	25,500,000	700,000

As financial instruments, the commodity index hedges are revalued at current commodity index rates with the changes in the valuation reflected directly in Cost of goods sold. The Company recorded a corresponding loss (gain) on the change in fair market value as follows:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Commodity index contracts	$	221	$	(3,803)

See Note 10 for further information.

Counterparty Credit Risk

Using derivative instruments means assuming counterparty credit risk. Counterparty credit risk relates to the loss the Company could incur if a counterparty were to default on a derivative contract. The Company deals with only investment-grade counterparties and monitors the overall credit risk and exposure to individual counterparties. The Company did not experience any nonperformance by a counterparty during the three months ended December 31, 2021 or 2020. The Company did not require, nor did it post, collateral or security on such contracts.

7. Income Taxes

The Company recorded an income tax benefit of $30.4 million for the three months ended December 31, 2021, resulting in an effective tax rate of 29.0%, as compared to the federal statutory rate of 21.0%. The effective tax rate was higher than the statutory rate due to foreign taxes owed by foreign subsidiaries, uncertain tax positions and increases on certain previously established valuation allowances. These unfavorable expenses were partially offset by a noncontrolling interest benefit to adjust for Weber Inc.'s allocable share of Weber HoldCo LLC's net loss for the quarter. The income tax benefit for the three months ended December 31, 2021 reflects the estimated annual effective tax rate applicable to the net loss recognized for the quarter.

The Company recorded income tax expense of $0.2 million for the three months ended December 31, 2020, resulting in an effective tax rate of 2.6%, as compared to the federal statutory rate of 21.0%. The difference in the rate was due to nontaxable U.S. flow-through income and a discrete benefit resulting from our United Kingdom and South Africa valuation allowance releases. This benefit was partially offset by foreign taxes owed by foreign subsidiaries.

8. Commitments and Contingencies

Warranty

The Company offers warranties on most of its products. The specific terms and conditions of the warranties offered by the Company vary depending upon the product sold. The Company estimates the costs that may be incurred under its warranty plans and the period for which claims are honored, and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units

20

sold, the type of products sold, historical and anticipated rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

The following is an analysis of product warranty reserves and charges against those reserves (dollars in thousands):

Balance at September 30, 2021	$	28,300
Accrual for warranties issued	1,716
Warranty settlements made	(1,381)
Balance at December 31, 2021	$	28,635

The balance of warranty reserves recorded in Other long-term liabilities was $23.3 million and $23.1 million as of December 31, 2021 and September 30, 2021, respectively. The remaining current balances of $5.3 million and $5.2 million as of December 31, 2021 and September 30, 2021, respectively, were recorded in Accrued expenses.

Contingent Consideration

As part of the acquisition of all aspects of the business related to iGrill and Kitchen Thermometer products from iDevices, LLC (“iDevices”), the Company has future cash payments due to iDevices in conjunction with an earn-out and development agreement. Under this agreement, the Company paid iDevices a minimum of $8.0 million, and then must pay additional royalty payments at fixed rates on iGrill and Kitchen Thermometer products sold for a total of 10 years or up to $15.0 million, whichever comes first. Under the terms of the earn-out and development agreement, the Company paid $0.1 million during both the three months ended December 31, 2021 and 2020, respectively. The fair value of the contingent consideration liability was $0.5 million at both December 31, 2021 and September 30, 2021. The fair value of these estimated future cash payments was based on valuation methods and management’s best estimates and was recorded in Other long-term liabilities in the condensed consolidated balance sheets.

Europe Manufacturing Facility

During October 2021, the Company executed an agreement to expand the Europe Manufacturing Facility in Poland. The Company does not control the asset under construction, and is therefore not deemed the accounting owner of the asset under construction.

The lease term is 14 years and will commence upon completion of the building, which is expected to occur during the quarter ended June 30, 2022. Upon commencement, the Company will record a right-of-use asset and a lease liability. In addition, the Company has options to extend the lease term for five-year periods as allowed by local laws and regulatory requirements. The annual cash rental payments due under the lease agreement during the first year will be approximately $1.2 million. The lease also requires the Company to pay real estate taxes and maintenance costs on the facility. No lease payments were made during the quarter ended December 31, 2021.

Legal Proceedings

The Company is subject to a variety of investigations, claims, suits and other legal proceedings that arise from time to time in the ordinary course of business including, but not limited to, intellectual property, employment, tort, and breach of contract matters. The Company currently believes that the outcomes of such proceedings, individually and in the aggregate, will not have a material adverse impact on its business, cash flows, financial position or results of operations. Any legal proceedings are subject to inherent uncertainties, and management’s view of these matters and their potential effects may change in the future.

9. Related Parties

Periodically, the Company engages in transactions with related parties, which include entities that are owned in whole or in part by certain owners or employees of the Company.

The Company has historically leased certain manufacturing and office facilities in the U.S. from a related party. During the fourth quarter of fiscal year 2021, the related party sold the leased properties to a third party. Accordingly, the Company will no longer recognize these leases as related party transactions. Rental expense amounted to zero and $0.2 million for the three months ended December 31, 2021 and 2020, respectively.

During fiscal year 2021, the Company leased office facilities in Australia from a related party. Rental expense amounted to $0.2 million and zero for the three months ended December 31, 2021 and 2020, respectively. The Company

21

had related party operating right-of-use assets of $1.5 million and $1.6 million at December 31, 2021 and September 30, 2021, respectively. Additionally, the Company had related party current operating lease liabilities of $0.4 million and $0.4 million and non-current operating lease liabilities of $1.1 million and $1.2 million at December 31, 2021 and September 30, 2021, respectively.

The Company has a royalty agreement with a related party for the use of the Company’s trademark. Royalty revenue from this agreement was $0.1 million for the three months ended December 31, 2021 and was immaterial for the three months ended December 31, 2020. The Company had a royalty receivable of $0.1 million from this related party at both December 31, 2021 and September 30, 2021.

During fiscal year 2019, the Company entered into a series of transactions with June. As a result of the acquisition described in Note 2, June has become a wholly-owned subsidiary of the Company and is consolidated in its financial statements. As such, the Company no longer records related party transactions with June. For the three months ended December 31, 2021 and 2020, the Company recorded royalty expense of zero and $0.3 million, respectively.

In connection with the IPO, the Company entered into the Tax Receivable Agreement with the Pre-IPO LLC Members, which provides for the payment by Weber Inc. of 85% of certain cash tax benefits that Weber Inc. actually realizes, or in some cases is deemed to realize. The Tax Receivable Agreement liability was $9.2 million at both December 31, 2021 and September 30, 2021. The Tax Receivable Agreement is considered a related party transaction.

The Company historically had notes receivable due from members, which were fully repaid during the first quarter of fiscal year 2022. The balance of the notes receivable due from members, including interest, was zero and $11.3 million at December 31, 2021 and September 30, 2021, respectively. Related party interest income associated with the full recourse member notes was immaterial for both the three months ended December 31, 2021 and 2020. See Note 15 for further information.

10. Fair Value of Financial Instruments

With respect to financial assets and liabilities, fair value is defined as the exchange price that would be received for an asset, or paid to transfer a liability (an exit price), in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been established based on three levels of inputs, of which the first two are considered observable and the last unobservable.

•Level 1—Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.

•Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily available pricing sources for comparable instruments.

•Level 3—Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions of the data that market participants would use in pricing the asset or liability based on the best information available in the circumstances.

The Company had interest rate swap contracts held with financial institutions as of December 31, 2021 and September 30, 2021, classified as Level 2 financial instruments, which are valued using observable underlying interest rates and market-determined risk premiums at the reporting date.

The Company had foreign currency forward contracts held with financial institutions as of December 31, 2021 and September 30, 2021, classified as Level 2 financial instruments, which are valued using observable forward foreign exchange rates at the reporting date.

The Company had commodity index contracts held with financial institutions as of December 31, 2021 and September 30, 2021, classified as Level 2 financial instruments, which are valued using observable commodity index rates at the reporting date.

The Company had a contingent consideration liability as of December 31, 2021 and September 30, 2021, classified as a Level 3 instrument, in conjunction with its acquisition of all aspects of the business related to iGrill and Kitchen Thermometer products from iDevices. The fair value of these estimated future cash payments was determined based on valuation methods and estimates of future cash flows. See Note 8 for further details.

22

The fair value of financial assets and liabilities measured on a recurring basis was as follows:

	December 31, 2021		Level 1		Level 2		Level 3
	(dollars in thousands)
Prepaid expenses and other current assets:
Foreign currency forward contracts	$	171	$	—	$	171	$	—
Commodity index contracts	2,216		—		2,216		—
Interest rate swap contracts	7,661		—		7,661		—
Total	$	10,048	$	—	$	10,048	$	—
Other long-term assets:
Interest rate swap contracts	$	24,796	$	—	$	24,796	$	—
Total	$	24,796	$	—	$	24,796	$	—
Accrued expenses:
Commodity index contracts	$	854	$	—	$	854	$	—
Interest rate swap contracts	13,231		—		13,231		—
Total	$	14,085	$	—	$	14,085	$	—
Other long-term liabilities:
Interest rate swap contracts	$	33,971	$	—	$	33,971	$	—
Contingent consideration	450		—		—		450
Total	$	34,421	$	—	$	33,971	$	450

	September 30, 2021		Level 1		Level 2		Level 3
	(dollars in thousands)
Prepaid expenses and other current assets:
Foreign currency forward contracts	$	134	$	—	$	134	$	—
Commodity index contracts	3,378		—		3,378		—
Interest rate swap contracts	8,762		—		8,762		—
Total	$	12,274	$	—	$	12,274	$	—
Other long-term assets:
Interest rate swap contracts	$	27,267	$	—	$	27,267	$	—
Total	$	27,267	$	—	$	27,267	$	—
Accrued expenses:
Interest rate swap contracts	$	14,688	$	—	$	14,688	$	—
Total	$	14,688	$	—	$	14,688	$	—
Other long-term liabilities:
Interest rate swap contracts	$	40,392	$	—	$	40,392	$	—
Contingent consideration	503		—		—		503
Total	$	40,895	$	—	$	40,392	$	503

The carrying amounts reported in the Company’s condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, and trade accounts payable approximate their fair values due to the short-term nature of these instruments. The carrying amounts reported in the Company’s condensed consolidated balance sheets for the variable rate, revolving loan facility also approximate its fair value. The fair value of the fixed rate debt is not readily determinable, because the information is not available.

23

11. Stock-Based Compensation

The Weber Inc. Omnibus Incentive Plan (the “2021 Plan”) provides for the issuance of up to 22,694,608 shares of Class A common stock in connection with equity awards granted under the 2021 Plan. The Company had three types of share-based compensation awards outstanding under the 2021 Plan: profits interest awards, options and RSUs.

Profits Interest Awards

Prior to the Company's IPO, the Company granted profits interest units with vesting periods ranging from one to five years to certain key employees in consideration for their services to or for the benefit of the Company. A portion of the profits interest units vest based on service and a portion of the awards based on service as well as the Company’s achievement of certain performance objectives associated with net sales (“hybrid units”).

The profits interest units have distribution thresholds determined on a per common unit in Weber HoldCo LLC (“LLC unit”) basis with the holder receiving, upon exercise, a value in LLC units equal to the difference between the current fair value per LLC unit less the distribution threshold. Therefore, the distribution thresholds serve as a cashless exercise price, with holders receiving their share of the value of the Company’s implied equity value in excess of the distribution threshold. Once vested, the profits interests represent profits interest ownership in the Company tied solely to the accretion, if any, in the value of the Company in excess of the distribution threshold.

On December 17, 2021, Weber Inc. paid a dividend of $0.04 per share to holders of Class A common stock. Profits interest units that were outstanding at the time of the dividend were adjusted pursuant to pre-existing anti-dilution provisions in the Company’s equity incentive plan documents. The adjustments reduced the distribution thresholds of outstanding profits interest units by the amount of the dividend per share. The adjustments did not result in incremental stock-based compensation expense as the anti-dilutive adjustments were required by pre-existing terms included within the awards.

During the three months ended December 31, 2021, there has been no activity related to the profits interest units.

The following table summarizes the Company’s profits interest units distribution thresholds as of December 31, 2021, which serve as a cashless exercise price:

Distribution Threshold (per unit)(1)	Service-Based Units Outstanding	Hybrid Units Outstanding
$5.46 – $6.96	4,142,102	—
$6.97 – $8.46	4,142,102	—
$8.47 – $9.46	5,481,420	1,185,180
$9.47 – $10.71	2,295,274	592,590
Total	16,060,898	1,777,770

_____________

(1)The exercise price of units outstanding as of December 31, 2021 reflect the non-cash adjustments to the units as a result of the cash dividend paid by the Company. As such, the distribution thresholds noted above have been reduced by $0.04 per unit to reflect the adjustment.

The Company’s outstanding profits interest awards as of December 31, 2021 are shown below. There are no vested hybrid units.

	Units Outstanding	Weighted Average Exercise Price		Weighted Average Fair Value
Nonvested service units(1)	11,713,015	$	8.17	$	8.97
Vested service units(1)(2)	4,347,883	$	7.72	$	9.15
Nonvested hybrid units(3)	1,777,770	$	9.58	$	7.88

_____________

(1)The aggregate intrinsic value of all nonvested and vested service-based units outstanding was $77.8 million.

(2)The aggregate intrinsic value of all vested service-based units was $22.5 million.

(3)The aggregate intrinsic value of all hybrid units outstanding was $5.9 million.

24

As of December 31, 2021, there was $30.5 million and $6.8 million of total unrecognized compensation cost related to nonvested profits interest units for service-based vesting units and hybrid units, respectively. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of 0.72 years for service-based units and 0.82 years for hybrid units.

Options

During the three months ended December 31, 2021, the Company granted options to certain employees of the Company. Options are awarded with an exercise price equal to the market price on the date of the grant and become exercisable in one to three years after grant. Options expire ten years after the date of grant. The Company granted 1,038,866 options during the three months ended December 31, 2021. The weighted average exercise price of the options granted was $18.05 per option and the weighted average fair value was $7.06 per option. During the three months ended December 31, 2021, no options vested or were forfeited. As of December 31, 2021, the outstanding options had an intrinsic value of zero.

The fair value and corresponding stock-based compensation expense for options was determined using the Black-Scholes option pricing model. The weighted-average assumptions used to estimate the fair value of the options as of December 31, 2021, were as follows:

Expected term (in years)	6.0
Risk-free interest rate	1.24	%
Expected volatility	39.01	%
Expected dividend yield	—	%

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected holding period. The Company assumed a dividend yield of zero percent when valuing the options because, as of the grant date, the Company did not have a history of paying dividends. Expected volatility is based on the expected volatility of comparable peer companies that are publicly traded. The expected term represents the period of time that awards granted are expected to be outstanding. The Company elected to use the simplified method to estimate the expected holding period because there is not sufficient information to estimate post-vesting exercise behavior. As such, the Company will continue to use this methodology until there is sufficient history to provide a reasonable basis on which to estimate the expected term.

As of December 31, 2021, there was $6.4 million of total unrecognized compensation cost related to nonvested options. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of 0.97 years.

Restricted Stock Units

During the three months ended December 31, 2021 the Company granted RSUs to certain employees of the Company. The RSUs vest over a period ranging from three months to three years. The RSUs accrue dividend equivalents associated with the underlying shares of Class A common stock as the Company declares dividends. Dividends will generally be paid to holders of RSUs in cash upon the vesting date of the associated RSU and will be forfeited if the RSU does not vest. RSUs that were converted from equity awards outstanding prior to the Company’s IPO do not accrue dividends until they are fully vested. The fair value of the RSU awards was calculated utilizing the closing day stock price on the date of grant. No RSUs were granted or outstanding during the three months ended December 31, 2020. Upon vesting of the award, the Company will issue shares of Class A common stock to the award holder. At the time of issuance, the Company will typically withhold the number of shares to satisfy the statutory withholding tax obligation and deliver the net number of resulting shares vested to award holder.

25

The following tables summarize the Company’s RSUs and activity during the three months ended December 31, 2021:

	Total RSUs
	Number of RSUs	Weighted Average Grant Date Fair Value
Nonvested, September 30, 2021	2,086,541	$	17.56
Granted	2,546,501	$	17.22
Vested	—	$	—
Forfeited	(27,954)	$	17.97
Nonvested, December 31, 2021	4,605,088	$	17.37

	Total RSUs
	Number of RSUs	Weighted Average Grant Date Fair Value
Vested, September 30, 2021	776,544	$	17.59
Units vested	—	$	—
Units settled	(50,196)	$	17.59
Vested, December 31, 2021	726,348	$	17.59

As of December 31, 2021, there was $61.0 million of total unrecognized compensation cost related to RSUs. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of 0.82 years.

Employee Stock Purchase Plan

In August 2021, the Board of Directors approved the Employee Stock Purchase Plan (“ESPP”). The ESPP allows eligible employees to purchase a limited number of shares of Class A common stock during pre-specified offering periods at a discount established by the Company's Compensation Committee. The purchase price will be equal to the lesser of (i) 85% of the fair market value of a share on the first trading day of the offering period and (ii) 85% of the fair market value of a share on the applicable purchase date. For the ESPP, a total of 9,077,843 shares of Class A common stock were reserved for issuance and no shares have been issued during the three months ended December 31, 2021. Withholding periods will begin on January 1, 2022.

Summary of Stock-Based Compensation Expense

The table below summarizes stock-based compensation expense recognized by award type:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Profits interest awards:
Service-based profits interest awards	$	8,984	$	2,122
Hybrid profits interest awards	2,417		—
Total profits interest awards	11,401		2,122
Options	957		—
Pre-IPO Management Incentive Compensation Plan awards	—		876
RSUs	12,007		—
Total stock-based compensation expense(1)	$	24,365	$	2,998

_____________

(1)In addition to the stock-based compensation expense recognized for the awards listed above, $1.1 million and $0.4 million of expense was recognized in relation to partial recourse notes during the three months ended December 31, 2021 and 2020, respectively. See Note 15 for further information.

26

12. Segments

The Company has three operating segments, Americas, which consists of Canada, Chile, Mexico and the United States; the European, Middle East and African regions (“EMEA”); and the Asia-Pacific region (“APAC”), which includes Australia and New Zealand. The Company’s reportable segments consist of Americas, EMEA and APAC. Corporate/Other is not an operating segment and includes unallocated corporate and certain supply chain expenses and assets (consisting primarily of cash, land, buildings and equipment, certain intangible assets (trademark) and deferred tax assets), inter-segment eliminations and other adjustments to segment results necessary for the presentation of consolidated financial results in accordance with GAAP. Internal revenue transactions between the Company’s segments are immaterial. Each operating segment derives its revenues from the provision of gas, charcoal, electric and pellet grills and related accessories to customers.

The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer (“CEO”). The CEO reviews financial information presented on a consolidated basis, accompanied by disaggregated information about the Company’s revenue and profitability, for purposes of making operating decisions, assessing financial performance and allocating resources. The CODM receives discrete financial information by segment.

The CODM reviews adjusted (loss) income from operations as the key segment measure of performance. Adjusted (loss) income from operations is defined as (loss) income from operations adjusted for unallocated net expenses, stock/unit-based compensation, impairment costs, and gain on disposal of assets held for sale. Adjusted (loss) income from operations excludes interest income, interest expense, loss from early extinguishment of debt, income taxes, and loss (gain) from investments in unconsolidated affiliates.

The information below summarizes key financial performance measures by reportable segment:

	Three Months Ended December 31, 2021
	Americas		EMEA		APAC		Corporate/Other		Total
	(dollars in thousands)
Net sales	$	156,494	$	62,985	$	63,662	$	—	$	283,141
Adjusted (loss) income from operations(1)	$	23,286	$	10,269	$	19,347	$	(102,742)	$	(49,840)
Depreciation and amortization	$	2,307	$	307	$	1,400	$	9,773	$	13,787
Capital expenditures	$	147	$	910	$	154	$	24,665	$	25,876
	Three Months Ended December 31, 2020
	Americas		EMEA		APAC		Corporate/Other		Total
	(dollars in thousands)
Net sales	$	179,290	$	65,817	$	63,771	$	—	$	308,878
Adjusted (loss) income from operations(1)	$	34,895	$	8,350	$	19,578	$	(33,553)	$	29,270
Depreciation and amortization	$	139	$	437	$	363	$	8,827	$	9,766
Capital expenditures	$	62	$	136	$	150	$	4,624	$	4,972

_____________

(1)Adjusted (loss) income from operations for each reportable segment includes cost of goods sold transfer price allocations and distribution allocations from Corporate/Other. Corporate/Other includes unallocated corporate and certain supply chain expenses and inter-segment eliminations.

27

Reconciliations

The information below provides a reconciliation of adjusted income from operations to (loss) income before taxes:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Segment adjusted income from operations
Americas	$	23,286	$	34,895
EMEA	10,269		8,350
APAC	19,347		19,578
Segment adjusted income from operations for reportable segments	52,902		62,823
Unallocated net expenses(1)	(116,800)		(38,203)
Adjustments to (loss) income before taxes
Stock/unit-based compensation expense	(25,511)		(3,428)
Gain on disposal of assets held for sale	—		5,185
Interest income	230		179
Interest expense	(15,761)		(14,652)
Loss from early extinguishment of debt	—		(5,448)
(Loss) income before taxes	$	(104,940)	$	6,456

_____________

(1)Unallocated net expenses includes Corporate/Other as defined in the table above and other adjustments, which include business and operational transformation costs, debt refinancing and IPO costs and COVID-19 costs.

The information below provides a reconciliation of segment assets to total consolidated assets:

	December 31, 2021
	Americas		EMEA		APAC		Corporate/Other		Total
	(dollars in thousands)
Segment assets(1)	$	218,146	$	201,209	$	51,164	$	—	$	470,519
All other(2)									1,220,369
Total assets									$	1,690,888
	September 30, 2021
	Americas		EMEA		APAC		Corporate/Other		Total
	(dollars in thousands)
Segment assets(1)	$	164,905	$	104,219	$	63,497	$	—	$	332,621
All other(2)									1,218,371
Total assets									$	1,550,992

_____________

(1)Inventory is the only segment asset reviewed by the CODM.

(2)“All other” consists of assets that are not reviewed by the CODM at a segment level: cash and cash equivalents; accounts receivable; prepaid expenses and other current assets; property, equipment and leasehold improvements, net; operating lease right-of-use assets; other long-term assets; trademarks, net; other intangible assets, net; and goodwill.

28

13. Noncontrolling Interests

The noncontrolling interests balance represents the economic interests in Weber HoldCo LLC held by the Pre-IPO LLC Members. The following table summarizes the ownership of LLC Units in Weber HoldCo LLC as of December 31, 2021:

	LLC Units	Ownership Percentage
LLC Units held by Weber Inc.	52,569,898	18	%
Units held by Pre-IPO LLC Members	234,645,219	82	%
Balance at end of period	287,215,117	100	%

The noncontrolling interest holders have the right to exchange an LLC unit along with a share of Class B common stock ("Paired Interests") for Class A common stock. As such, future exchanges of Paired Interests by noncontrolling interest holders will result in a change in ownership and decrease or increase the amount recorded as noncontrolling interests and increase or decrease additional paid-in capital when Weber HoldCo LLC has positive or negative net assets, respectively. As of December 31, 2021, no Pre-IPO LLC members have exchanged any Paired Interests.

14. Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income attributable to Weber Inc. by the weighted average number of Class A common stock outstanding during the period. The weighted average number of Class A common stock outstanding during the period includes both the weighted average of Class A common stock outstanding as well as the weighted average of vested RSUs outstanding during the period. Shares of Class B common stock do not share in earnings and are not participating securities. Accordingly, separate presentation of loss per share of Class B common stock under the two-class method has not been presented. Diluted earnings (loss) per share is calculated by giving effect to the potentially dilutive weighted average impact of profits interest awards, options, RSUs and HoldCo LLC Units that are convertible into shares of our Class A common stock when paired with an equal number of shares of Class B common stock.

Prior to the IPO, the Weber-Stephen Products LLC structure included only LLC common units issued and outstanding to pre-IPO LLC members. The Company analyzed the calculation of earnings per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. Therefore, earnings per share information has not been presented for the prior period.

29

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share of Class A common stock is as follows:

	Three Months Ended December 31, 2021
	(in thousands, except shares and per share data)
Numerator - basic:
Net loss	$	(74,553)
Less: Net loss attributable to noncontrolling interests	(91,330)
Net income attributable to Weber Inc. - basic	$	16,777
Numerator - diluted:
Net income attributable to Weber Inc. - basic	16,777
Net income (loss) effect of dilutive securities:
Add: Net loss attributable to dilutive impact of Paired Interests(1)	(71,380)
Net loss attributable to Weber Inc. - diluted	$	(54,603)
Denominator - basic:
Weighted average of Class A common stock outstanding - basic	53,309,932
Net income per Class A common stock - basic	$	0.31
Denominator - diluted:
Weighted average of Class A common stock outstanding - basic	53,309,932
Weighted average effect of dilutive securities:
Add: Class A common stock assumed exchange for Paired Interests(2)	234,645,219
Weighted average Class A common stock outstanding - diluted	287,955,151
Net loss per Class A common stock - diluted	$	(0.19)

_____________

(1) This adjustment assumes after-tax elimination of noncontrolling interests due to the assumed exchange of all Paired Interests for shares of Class A common stock in Weber Inc. as of the beginning of the period following the if-converted method for calculating diluted net loss per share.

(2)     The diluted weighted average shares outstanding of Class A common stock includes the effects of the if-converted method to reflect the assumed exchange of all Paired Interests on a one-for-one basis for shares of Class A common stock in Weber Inc.

The following number of weighted average potentially dilutive shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been anti-dilutive.

	Three Months Ended December 31,2021
Profits interest awards	5,053,269
Options	1,038,866
RSUs	4,605,088

15. Member Notes

During the three months ended December 31, 2021, the Company received $10.6 million from certain borrowers for repayment of the outstanding balance, including accrued interest, of partial recourse member notes and $0.8 million for repayment of the outstanding balance, including accrued interest, of full recourse member notes. As partial recourse notes are not reflected in the condensed consolidated financial statements, the repayment of the partial recourse notes was accounted for as an equity issuance of the 1,072,849 LLC units (along with an equal number of shares of Class B common stock).

The Company recognized $1.1 million in stock-based compensation expense during the three months ended December 31, 2021 related to the repayment of partial recourse notes, as the early repayment was considered a

30

modification to the loan term of the partial recourse notes. The Company recognized $0.4 million in unit-based compensation expense during the three months ended December 31, 2020 related to the issuance of partial recourse notes. The total amount due from members on the notes receivable, including interest, was zero and $11.3 million as of December 31, 2021 and September 30, 2021, respectively.

31

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. The section titled “Special Note Regarding Forward-Looking Statements” should be read for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our fiscal year end is September 30, and our fiscal quarters end on December 31, March 31, June 30 and September 30. Our fiscal years ended September 30, 2022, 2021 and 2020 are referred to herein as Fiscal Year 2022, Fiscal Year 2021 and Fiscal Year 2020, respectively.

Our Company

Weber Inc. (“Weber,” “Company,” “we,” and “our”), together with its subsidiaries, is the leading outdoor cooking company in the global outdoor cooking market. Our founder George Stephen, Sr., established the outdoor cooking category when he invented the original charcoal grill nearly 70 years ago. In the decades since, we have built a loyal and global following of both grilling enthusiasts and barbeque professionals in backyards all around the world. Our product portfolio includes traditional charcoal grills, gas grills, smokers, pellet and electric grills and recently our Weber Connect™ technology-enabled grills. Our full range of products are sold in 78 countries through an omni-channel network that consists of wholesale, direct-to-consumer and e-commerce.

We operate in the global outdoor cooking market, which is comprised of outdoor products that include gas grills, charcoal grills, wood pellet grills, electric grills, smokers, grilling accessories and solid fuel products (including charcoal briquettes, lump charcoal, pellets, and wood chips and chunks). Our mission at Weber is to lead the outdoor cooking industry by innovating breakthrough new products and services that enhance our global consumers’ grilling experiences. Our purpose is to ignite inspiration and discovery through everything we do, at every touchpoint with our consumers. Grilling is about making delicious food, bringing people together and creating memories.

Key Factors Affecting Our Results of Operations

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section titled "Risk Factors" in our Annual Report on Form 10-K.

Economic Conditions

Demand for our products is significantly affected by a number of economic factors impacting our customers and consumers, such as the availability of credit, consumer confidence and spending, demographic trends, employment levels and other macroeconomic factors (e.g., lockdowns, government mandates, etc.) that may influence the extent to which consumers invest in household products such as grills, and associated accessories, consumables and services.

Seasonality/Weather

Although we generally have demand for our products throughout the year, our sales have historically experienced some seasonality. We have typically experienced our highest level of sales of our products in the second and third fiscal quarters as retailers across North America and Europe changeover their floor sets, build inventory and fulfill consumer demand for outdoor cooking products. Sales are typically lower during our first and fourth fiscal quarters, with the exception of our Australia/ New Zealand business which is counter seasonal to the balance of our business. We have a long track record of investing in our business throughout the year, including in operating expenses, working capital and other growth initiatives. We typically borrow under our short-term revolving facility in the first and second fiscal quarters to fund working capital for building up inventory in anticipation of the higher demand we experience in the second and third fiscal quarters. While these investments drive performance during the primary selling season in our second and third fiscal quarters, they generally have a negative impact on cash flow and net income during our first and fourth fiscal quarters. Unfavorable weather during our higher sales season can also have a material adverse impact on our results, and can cause shifts in sales across fiscal quarters. A few examples are colder, wetter weather patterns during the key second and third fiscal quarters in North America and Europe, or drought conditions leading to wildfires similar to what Australia experienced in early Fiscal Year 2020.

32

Impact of COVID-19

Since the onset of the COVID-19 pandemic, we have focused on protecting our employees’ health and safety, meeting our customers’ needs as they navigate an uncertain financial and operating environment, working closely with our suppliers to protect our ongoing business operations and rapidly adjusting our short-, medium- and long-term operational plans to proactively and effectively respond to the current and potential future public health crises. While the COVID-19 pandemic presents serious concerns for our business and operations, our employees and their families, our customers and our suppliers, we believe that we are adapting well to the wide-ranging changes that the global economy is currently undergoing. We remain confident in our business continuity strategy, our ability to produce and sell our products safely and in compliance with applicable laws and governmental orders and mandates, and our financial flexibility even in the event of a potentially extended economic downturn. For further discussion of the risks raised by the COVID-19 pandemic, see the section titled "Risk Factors" in our Annual Report on Form 10-K.

We are fully operational as we abide by local COVID-19 safety regulations across the world. To achieve this, we have many employees working remotely and have adopted significant protective measures for our employees on site, including staggered shifts, social distancing and hygiene best practices recommended by the United States Centers for Disease Control and Prevention (the “CDC”) and local public health officials. In addition, we have taken additional steps to monitor and strengthen our supply chain to maintain an uninterrupted supply of our products.

Although we have implemented measures to mitigate the impact of the COVID-19 pandemic on our business, these measures may not be fully effective. We cannot predict the degree to, or the period over, which we will be affected by the pandemic and resulting governmental and other measures. The economic effects of the COVID-19 pandemic could continue to affect demand for our products in the foreseeable future. As the COVID-19 pandemic continues, it may also have the effect of heightening many of the risks described in the section titled “Risk Factors” in our Annual Report on Form 10-K.

The severity, magnitude and duration of the current COVID-19 pandemic is uncertain and rapidly changing. We continue to actively monitor the pandemic including, infection and hospitalization rates, vaccination efforts, and related governmental actions such as expanded or reduced stay-at home orders, mask mandates, shutdowns and social distancing guidelines. We will adjust our mitigation strategies as necessary to address any changing health, operational or financial risks that may arise. After the onset of the pandemic, we experienced a significant increase in demand for our grills and accessories. While this demand has since moderated, we will continue to manage our production capacity during this period of volatility. We continue to monitor the business for adverse impacts of the pandemic, including volatility in the foreign exchange markets, supply chain disruptions in certain markets and potential disruptions in certain countries. In the event we experience adverse impacts from the above or other factors, we would also evaluate the need to perform interim impairment tests for our goodwill, intangible assets and property, equipment and leasehold improvements. There can be no assurance that volatility and/or disruption in the global capital and credit markets will not impair our ability to access these markets on terms acceptable to us, or at all.

Impact of Inflation

Changing costs of inbound freight, materials, components, equipment, labor and other inputs used to manufacture and sell our products and logistics costs, in particular, have impacted and may in the future impact operating costs and, accordingly, may affect the prices of our products. We are involved in continuing programs to mitigate the impact of cost increases through identification of sourcing and manufacturing efficiencies where possible. However, we may not be able to fully mitigate or pass through the increases in our operating costs and rising prices could also affect demand for our products.

Items Impacting Comparability

Business Combinations

RMC Acquisition. April 1, 2021, the Company acquired all aspects of the operations of R McDonald Co. Pty. Ltd. (“RMC”), that supported the Company’s business units in Australia and New Zealand. This included certain fixed assets, members of the RMC workforce and their related employment liabilities and the reacquired right to sell and market the Company’s products. The primary purpose of the acquisition was to re-acquire those operational and marketing rights. The acquisition was accounted for as a business combination, and RMC was acquired for approximately $26.3 million in cash and $14.6 million in equity.

June Acquisition. On January 12, 2021, the Company acquired all of the outstanding stock of June Life, Inc. (“June”), a smart appliance and technology company. The acquisition aligns with the Company’s strategy of revolutionizing the outdoor cooking experience through connected products, services and experiences that make grilling the perfect meal simple with our smartphone-enabled step-by-step cooking experience. Weber Connect, powered by June

33

OS, is our award-winning smart cooking software solution developed with June. The acquisition was accounted for as a business combination, and June was acquired for aggregate consideration of $142.2 million, including $108.3 million of cash.

Gain on Disposal of Assets Held for Sale

During Fiscal Year 2020, the Company determined that one of our manufacturing sites was considered to be assets held for sale, since the asset group was being marketed for sale and all the criteria to be classified as held for sale under Accounting Standards Codification ("ASC") 360, Property, Plant and Equipment, had been met. The related buildings and its content were vacated and we no longer required these assets for our future operations. The carrying value of these assets was $8.3 million as of September 30, 2020. Assets held for sale are measured at the lower of their carrying value or the fair value less cost to sell. On December 30, 2020, we disposed of this manufacturing site, for net cash proceeds of $13.5 million, which resulted in a gain of $5.2 million.

Loss from Early Extinguishment of Debt

On October 30, 2020, the Company retired its existing senior credit facility and entered into a new credit facility (“Secured Credit Facility”) with a syndicate of financial institutions and investors. During the three months ended December 31, 2020, the Company recorded a $5.4 million loss from early extinguishment of debt, of which $4.1 million related to the term loan of the Company’s senior credit facility and $1.3 million related to revolving credit facility of the senior credit facility, representing a write-off of unamortized deferred financing costs.

Components of our Operating Results

We consider a variety of financial and operating measures in assessing the performance of our business. The key U.S. GAAP measures we use are net sales, gross profit, income from operations and net (loss) income.

Net Sales

We offer a broad range of products that consist of grills, accessories and consumables. Sales are recorded net of related discounts, allowances and taxes to be submitted to third parties. We discuss the net sales of our products in our three reportable segments, as defined below.

Gross Profit and Gross Margin

Gross profit is calculated by taking net sales less cost of goods sold, which includes the cost of direct materials, labor, purchased finished products and components, inbound freight, packaging, warranty and depreciation. Gross margin is defined as gross profit as a percentage of net sales.

Selling, General and Administrative

Selling, general and administrative expenses consist primarily of research and development, marketing, advertising and selling costs; non-manufacturing employee compensation and benefit costs; transportation costs of delivering our product to customers and the costs associated with a network of warehousing facilities to house inventory until the point of sale; outside services and fees; legal, insurance, accounting, audit and other administrative expenses; and general corporate infrastructure costs.

Reportable Segments

We operate and manage our business in three reportable segments: Americas, which consists of Canada, Chile, Mexico and the United States; the European, Middle East and African regions (“EMEA”); and the Asia-Pacific region (“APAC”), which includes Australia and New Zealand. We identify our reportable segments based on the information used by the Chief Operating Decision Maker (“CODM”) to monitor performance and allocate resources. See Note 12 to our condensed consolidated financial statements for additional information regarding our reportable segments.

Non-GAAP Measures

In addition to the U.S. GAAP results provided in this Quarterly Report on Form 10-Q, we provide supplemental non-GAAP measures to evaluate our business, measure our performance, identify trends affecting our business and assist us in making strategic decisions. Our management team utilizes a combination of GAAP and non-GAAP financial measures to evaluate business results, to make decisions regarding the future direction of our business, and for resource allocation decisions. As a result, we believe the presentation of both GAAP and non-GAAP financial measures provides investors with increased transparency into financial measures used by our management team and improves investors’ understanding of our underlying operating performance and in their analysis of ongoing operating trends. All historic non-

34

GAAP financial measures have been reconciled with the most directly comparable GAAP financial measures. The use of non-GAAP financial information should not be considered as an alternative to, or more meaningful than, the comparable U.S. GAAP measures. In addition, because our non-GAAP measures are not determined in accordance with U.S. GAAP, it is susceptible to differing calculations, and not all comparable or peer companies may calculate their non-GAAP measures in the same manner. Our non-GAAP measures are adjusted (loss) income from operations, adjusted net (loss) income, EBITDA and Adjusted EBITDA.

Adjusted (Loss) Income from Operations and Adjusted Net (Loss) Income

Adjusted (loss) income from operations and adjusted net (loss) income is (loss) income from operations and net (loss) income adjusted for stock/unit-based compensation expense, business transformation costs, operational transformation costs, impairment costs, debt refinancing and IPO costs, COVID-19 costs and gain on disposal of assets held for sale, and, in the case of adjusted net (loss) income, loss from early extinguishment of debt, net of the tax impact of such adjustments. Adjusted (loss) income from operations is also adjusted for foreign currency (loss) gain. Adjusted (loss) income from operations excludes loss from early extinguishment of debt, interest expense, net, income taxes and loss (gain) from investments in unconsolidated affiliates. We use adjusted (loss) income from operations and adjusted net (loss) income as indicators of the productivity of our business and our ability to manage expenses, after adjusting for certain expenses that we view as not indicative of regular operations. Adjusted (loss) income from operations and adjusted net (loss) income are not calculated in the same manner by all companies, and accordingly, are not necessarily comparable to similarly entitled measures of other companies and may not be an appropriate measure for performance relative to other companies.

EBITDA and Adjusted EBITDA

EBITDA is net (loss) income before interest expense, net, income taxes and depreciation and amortization.

Adjusted EBITDA is a key metric used by management and our Board of Directors to assess our financial performance. Adjusted EBITDA is also frequently used by analysts, investors and other interested parties to evaluate companies in our industry, when considered alongside other U.S. GAAP measures. We use Adjusted EBITDA to supplement U.S. GAAP measures of performance to evaluate the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other companies using similar measures.

Adjusted EBITDA is defined as net (loss) income before interest expense, net, income taxes, depreciation and amortization, adjusted for stock/unit-based compensation expense, business transformation costs, operational transformation costs, debt refinancing and IPO costs, COVID-19 operational costs, loss from early extinguishment of debt and gain on disposal of assets held for sale as shown below. Adjusted EBITDA is not calculated in the same manner by all companies, and accordingly, is not necessarily comparable to similarly entitled measures of other companies and may not be an appropriate measure for performance relative to other companies. Adjusted EBITDA should not be construed as an indicator of a company’s operating performance in isolation from, or as a substitute for, net (loss) income, cash flows from operations or cash flow data, all of which are prepared in accordance with U.S. GAAP. We have presented Adjusted EBITDA solely as supplemental disclosure because we believe it allows for a more complete analysis of results of operations. Adjusted EBITDA is not intended to represent, and should not be considered more meaningful than, or as an alternative to, measures of operating performance as determined in accordance with U.S. GAAP. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these items.

35

The following table reconciles (loss) income from operations to adjusted (loss) income from operations; net (loss) income to adjusted net (loss) income; net (loss) income to EBITDA; and EBITDA to Adjusted EBITDA for the periods presented:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
(Loss) income from operations	$	(89,245)	$	22,870
Adjustments:
Foreign currency (loss) gain(1)	(164)		3,507
Stock/unit-based compensation expense(2)	25,511		3,428
Business transformation costs(3)	7,410		871
Operational transformation costs(4)	6,648		991
Debt refinancing and IPO costs(5)	—		2,761
COVID-19 costs(6)	—		27
Gain on disposal of assets held for sale	—		(5,185)
Adjusted (loss) income from operations	$	(49,840)	$	29,270
Net (loss) income	$	(74,553)	$	4,885
Adjustments:
Stock/unit-based compensation expense(2)	25,511		3,428
Business transformation costs(3)	7,410		871
Operational transformation costs(4)	6,648		991
Debt refinancing and IPO costs(5)	—		2,761
COVID-19 costs(6)	—		27
Loss from early extinguishment of debt	—		5,448
Gain on disposal of assets held for sale	—		(5,185)
Tax impact of adjusting items	(11,458)		(214)
Adjusted net (loss) income	$	(46,442)	$	13,012
Net (loss) income	$	(74,553)	$	4,885
Adjustments:
Interest expense, net	15,531		14,473
Income tax (benefit) expense	(30,387)		166
Depreciation and amortization	13,787		9,766
EBITDA	$	(75,622)	$	29,290
Stock/unit-based compensation expense(2)	25,511		3,428
Business transformation costs(3)	7,410		871
Operational transformation costs(4)	6,648		991
Debt refinancing and IPO costs(5)	—		2,761
COVID-19 costs(6)	—		27
Loss from early extinguishment of debt	—		5,448
Gain on disposal of assets held for sale	—		(5,185)
Adjusted EBITDA	$	(36,053)	$	37,631

______________

(1)Adjusted (loss) income from operations includes foreign currency (loss) gain in order to align adjusted (loss) income from operations with Adjusted EBITDA, with the exception of depreciation and amortization and loss from investments in unconsolidated affiliates.

(2)See Note 11 to our condensed consolidated financial statements for further information.

(3)“Business transformation costs” are costs for business transformation initiatives that require severance or other costs to transition to a new operating model.

36

(4)“Operational transformation costs” are defined as restructuring and transformation initiatives related to supply chain, operational moves and startups that are designed to enable future productivity. These costs also include significant systems integration costs, as well was plant shutdown and closure costs that will drive future efficiencies.

(5)“Debt refinancing and IPO costs” are defined as certain non-capitalizable costs from the refinancing of the Company’s Secured Credit Facility and the Company's IPO.

(6)During the three months ended December 31, 2020, the Company incurred costs related to the global COVID-19 pandemic. These costs primarily resulted from the impact of enhanced employee safety and social distancing protocols.

Results of Operations

Three Months Ended December 31, 2021 Compared to the Three Months Ended December 31, 2020

The following table sets forth our summarized condensed consolidated statements of operations data in dollars, as percentage change between the respective periods and as a percentage of net sales (the table may not foot due to rounding):

	Three Months Ended December 31,				$ Variance Increase/ (Decrease)		% Variance Increase/ (Decrease)		% of Net Sales
	2021		2020						2021		2020
	(dollars in thousands)
Net sales	$	283,141	$	308,878	$	(25,737)	(8	%)	100	%	100	%
Cost of goods sold(1)(2)	219,128		174,073		45,055		26	%	77	%	56	%
Gross profit	64,013		134,805		(70,792)		(53	%)	23	%	44	%
Operating expenses:
Selling, general and administrative(1)(2)	148,084		114,103		33,981		30	%	52	%	37	%
Amortization of intangible assets	5,174		3,017		2,157		71	%	2	%	1	%
Gain on disposal of assets held for sale(3)	—		(5,185)		5,185		(100	%)	—	%	(2	%)
(Loss) income from operations	(89,245)		22,870		(112,115)		(64	%)	(32	%)	7	%
Foreign currency loss (gain)	164		(3,507)		3,671		(105	%)	—	%	(1	%)
Interest income	(230)		(179)		(51)		28	%	—	%	—	%
Interest expense	15,761		14,652		1,109		8	%	6	%	5	%
Loss from early extinguishment of debt(3)	—		5,448		(5,448)		(100	%)	—	%	2	%
(Loss) income before taxes	(104,940)		6,456		(111,396)		(1725	%)	(37	%)	2	%
Income tax (benefit) expense	(30,387)		166		(30,553)		(18405	%)	(11	%)	—	%
Loss from investments in unconsolidated affiliates	—		1,405		(1,405)		(100	%)	—	%	—	%
Net (loss) income	$	(74,553)	$	4,885	$	(79,438)	(1626	%)	(26	%)	2	%
Adjusted (loss) income from operations(4)	$	(49,840)	$	29,270	$	(79,110)	(270	%)	(18	%)	9	%
Adjusted net (loss) income(4)	$	(46,442)	$	13,012	$	(59,454)	(457	%)	(16	%)	4	%
EBITDA(4)	$	(75,622)	$	29,290	$	(104,912)	(358	%)	(27	%)	9	%
Adjusted EBITDA(4)	$	(36,053)	$	37,631	$	(73,684)	(196	%)	(13	%)	12	%

37

______________

(1)Amounts include stock/unit-based compensation expense as follows:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Cost of goods sold	$	1,182	$	121
Selling, general and administrative	24,329		3,307
Total stock/unit-based compensation expense	$	25,511	$	3,428

(2)Amount includes depreciation expense as follows:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Cost of goods sold	$	4,935	$	3,252
Selling, general and administrative	3,678		3,497
Total depreciation expense	$	8,613	$	6,749

(3)See the section titled “Key Factors Affecting Our Results of Operations—Items Impacting Comparability.”

(4)See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures.”

Net Sales. Net sales for the three months ended December 31, 2021 decreased by $25.7 million, or 8%, to $283.1 million from $308.9 million during the three months ended December 31, 2020. The decrease was primarily attributable to a return to normalized seasonality patterns in the Americas, whereby the Company typically recognizes lower sales during its first fiscal quarter, following exceptional retailer demand during the three months ended December 31, 2020. Additionally, product availability in the Americas and EMEA was adversely impacted by extended inventory transit times resulting from global supply chain disruptions. Fluctuation in foreign exchange rates also decreased net sales by $2.0 million, particularly the Euro and Australian Dollar as compared to the U.S. dollar. Net sales for the three months ended December 31, 2021 decreased in the Americas by 13%, in EMEA by 4%, and were flat in APAC as compared to the three months ended December 31, 2020.

Cost of Goods Sold. Cost of goods sold for the three months ended December 31, 2021 increased by $45.1 million, or 26%, to $219.1 million from $174.1 million during the three months ended December 31, 2020. The increase was primarily due to higher inbound freight costs of $29.1 million and higher commodity costs of $25.6 million, which were partially offset by lower sales volumes.

Gross Profit and Gross Margin. Gross profit for the three months ended December 31, 2021 decreased by $70.8 million, or 53%, to $64.0 million from $134.8 million during the three months ended December 31, 2020. Gross margin decreased by 2,100 basis points to 23% during the three months ended December 31, 2021 compared to the three months ended December 31, 2020. The decrease in gross margin was primarily due to higher inbound freight costs, higher commodity costs and lower sales volumes.

Selling, General and Administrative. Selling, general and administrative costs for the three months ended December 31, 2021 increased by $34.0 million, or 30%, to $148.1 million from $114.1 million during the three months ended December 31, 2020. Selling, general and administrative costs as a percent of net sales increased by 1,540 basis points to 52% during the three months ended December 31, 2021 compared to the three months ended December 31, 2020. The increase in selling, general and administrative costs was primarily driven by higher stock/unit-based compensation expense of $21.0 million, higher business and operational transformation costs of $9.1 million, and additional costs resulting from the June acquisition of $5.1 million.

Amortization of Intangible Assets. Amortization of intangible assets for the three months ended December 31, 2021 increased by $2.2 million, or 71%, to $5.2 million from $3.0 million for the three months ended December 31, 2020. The increase in amortization of intangible assets was primarily driven by the amortization of intangible assets related to the June and RMC acquisitions.

Foreign Currency Loss (Gain). The impact of foreign exchange resulted in a loss of $0.2 million for the three months ended December 31, 2021 relative to a gain of $3.5 million for the three months ended December 31, 2020 due to the

38

foreign exchange rate impacts on transactions with Weber affiliates conducted in foreign currencies other than the US dollar.

Interest Income. Interest income for the three months ended December 31, 2021 was essentially flat as compared to the previous year period.

Interest Expense. Interest expense increased by $1.1 million, or 8%, for the three months ended December 31, 2021 compared to the three months ended December 31, 2020, primarily due to commencement of the Secured Credit Facility in October 2020.

Income Taxes. Income taxes decreased by $30.6 million for the three months ended December 31, 2021 compared to the three months ended December 31, 2020. Subsequent to its IPO, the Company is structured as a C Corporation, and the current year period reflects an income tax benefit of $30.4 million as a result of the estimated annual effective tax rate applicable to the net loss recognized for the quarter. In the prior year period, the Company, through its subsidiary, Weber-Stephen Products LLC, was structured as a partnership and therefore, was subject to certain LLC entity-level taxes and foreign taxes but generally not subject to U.S. federal income taxes.

Loss from Investments in Unconsolidated Affiliates. No gain or loss from investments in unconsolidated affiliates was recorded for the three months ended December 31, 2021 as the Company completed its acquisition of June in January 2021. The three months ended December 31, 2020 reflect a loss from investments in unconsolidated affiliates of $1.4 million as a result of Weber recording its share of June’s losses.

Net (Loss) Income. Net income decreased by $79.4 million to a net loss of $74.6 million for the three months ended December 31, 2021 from net income of $4.9 million for the three months ended December 31, 2020. The decrease was primarily due to $70.8 million of lower gross profit, driven by lower net sales of $25.7 million and higher costs of goods sold of $45.1 million, and higher selling, general and administrative costs of $34.0 million relating to higher stock/unit-based compensation expense and transformation initiatives. This was partially offset by a decrease in income taxes of $30.6 million as compared to the prior year period.

Segment Information

Net sales by reportable segment is summarized as follows:

	Three Months Ended December 31,				$ Variance Increase/ (Decrease)		% Variance Increase/ (Decrease)
	2021		2020
	(dollars in thousands)
Americas	$	156,494	$	179,290	$	(22,796)	(13	%)
EMEA	62,985		65,817		(2,832)		(4	%)
APAC	63,662		63,771		(109)		—	%
Total net sales	$	283,141	$	308,878	$	(25,737)	(8	%)

Adjusted income from operations by reportable segment is summarized as follows:

	Three Months Ended December 31,				$ Variance Increase/ (Decrease)		% Variance Increase/ (Decrease)
	2021		2020
	(dollars in thousands)
Americas	$	23,286	$	34,895	$	(11,609)	(33	%)
EMEA	10,269		8,350		1,919		23	%
APAC	19,347		19,578		(231)		(1	%)
Total adjusted income from operations	$	52,902	$	62,823	$	(9,921)	(16	%)

39

The following table reconciles segment adjusted income from operations to (loss) income from operations for the periods presented:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Segment adjusted income from operations
Americas	$	23,286	$	34,895
EMEA	10,269		8,350
APAC	19,347		19,578
Segment adjusted income from operations for reportable segments	52,902		62,823
Corporate and supply chain costs	(102,742)		(33,553)
Foreign currency loss (gain)(1)	164		(3,507)
Stock/unit-based compensation expense(1)	(25,511)		(3,428)
Business transformation costs(1)	(7,410)		(871)
Operational transformation costs(1)	(6,648)		(991)
Debt refinancing and IPO costs(1)	—		(2,761)
COVID-19 costs(1)	—		(27)
Gain on disposal of assets held for sale(1)	—		5,185
(Loss) income from operations	$	(89,245)	$	22,870

______________

(1)See “Non-GAAP Measures—adjusted income from operations” for descriptions of reconciling items from (loss) income from operations to adjusted income from operations.

Americas

The following table summarizes certain financial information relating to the Americas segment results that have been derived from our condensed consolidated financial statements:

	Three Months Ended December 31,				$ Variance Increase/ (Decrease)		% Variance Increase/ (Decrease)
	2021		2020
	(dollars in thousands)
Total segment net sales	$	156,494	$	179,290	$	(22,796)	(13	%)
Segment adjusted income from operations	$	23,286	$	34,895	$	(11,609)	(33	%)

Total Segment Net Sales. Total segment net sales for the three months ended December 31, 2021 decreased by $22.8 million, or 13%, to $156.5 million from $179.3 million during the three months ended December 31, 2020. The decrease was primarily attributable to a return to normalized seasonality patterns following exceptional early season demand in Fiscal Year 2021. Additionally, product availability was adversely impacted by extended inventory transit times resulting from global supply chain disruptions. Foreign exchange rates trended favorably, contributing an additional $0.2 million of net sales for the three months ended December 31, 2021, primarily driven by the Canadian dollar as compared to the U.S. dollar.

Segment Adjusted Income from Operations. Segment adjusted income from operations for the three months ended December 31, 2021 decreased by $11.6 million, or 33%, to $23.3 million from $34.9 million during the three months ended December 31, 2020. The decrease was attributed to lower sales volumes in the U.S., partially offset by pricing actions and lower advertising costs. The three months ended December 31, 2021 also reflects $4.2 million of incremental selling, general and administrative expenses and higher intangible amortization resulting from the June acquisition.

40

EMEA

The following table summarizes certain financial information relating to the EMEA segment results that have been derived from our condensed consolidated financial statements:

	Three Months Ended December 31,				$ Variance Increase/ (Decrease)		% Variance Increase/ (Decrease)
	2021		2020
	(dollars in thousands)
Total segment net sales	$	62,985	$	65,817	$	(2,832)	(4	%)
Segment adjusted income from operations	$	10,269	$	8,350	$	1,919	23	%

Total Segment Net Sales. Total segment net sales for the three months ended December 31, 2021 decreased by $2.8 million, or 4%, to $63.0 million from $65.8 million during the three months ended December 31, 2020. The decrease was primarily attributable to product availability, which was adversely impacted by extended inventory transit times resulting from global supply chain disruptions, and unfavorable foreign exchange rates, which reduced net sales by $1.7 million, primarily driven by the Euro as compared to the U.S. dollar. Excluding the $1.7 million unfavorable impact of foreign exchange rates, EMEA net sales for the three months ended December 31, 2021 decreased by 2%, as compared to the three months ended December 31, 2020.

Segment Adjusted Income from Operations. Segment adjusted income from operations for the three months ended December 31, 2021 increased by $1.9 million, or 23%, to $10.3 million from $8.4 million during the three months ended December 31, 2020. This increase was primarily attributed to pricing actions that improved gross margin, which were partially offset by lower sales volumes.

APAC

The following table summarizes certain financial information relating to the APAC segment results that have been derived from our condensed consolidated financial statements:

	Three Months Ended December 31,				$ Variance Increase/ (Decrease)		% Variance Increase/ (Decrease)
	2021		2020
	(dollars in thousands)
Total segment net sales	$	63,662	$	63,771	$	(109)	—	%
Segment adjusted income from operations	$	19,347	$	19,578	$	(231)	(1	%)

Total Segment Net Sales. Total segment net sales for the three months ended December 31, 2021 decreased by $0.1 million to $63.7 million from $63.8 million during the three months ended December 31, 2020. The decrease was primarily attributable to unfavorable foreign exchange rates, specifically the Australian dollar as compared to the U.S. dollar, which reduced net sales by $0.5 million. Excluding the $0.5 million unfavorable impact of foreign exchange rates, APAC net sales for the three months ended December 31, 2021 increased by 1%, as compared to the three months ended December 31, 2020.

Segment Adjusted Income from Operations. Segment adjusted income from operations for the three months ended December 31, 2021 decreased by $0.2 million, or 1%, to $19.3 million from $19.6 million during the three months ended December 31, 2020. This decrease is primarily attributed to increased advertising expense of $0.8 million, strategic investments in Asia of $0.6 million to support sales growth and higher distribution costs of $1.3 million resulting from increased inbound freight and logistics costs. This was partially offset by lower selling, general and administrative costs resulting from the acquisition of RMC in Fiscal Year 2021.

Liquidity and Capital Resources

Overview

Our primary working capital requirements are to fund our daily operational activities like purchasing raw materials and component parts to manufacture products, payments to suppliers for goods and services and cash to be received for products sold to customers. Our working capital requirements fluctuate during the year, driven primarily by the seasonality of market demand and the timing of inventory manufacturing and purchases. Our capital expenditures are primarily related to growth initiatives and operational spending, including investments related to new product development, manufacturing and operational activities and investments in technology systems.

41

Generally, we fund working capital requirements, capital expenditures, payments related to acquisitions and debt service requirements with a combination of both cash on hand and the borrowing capacity under the Secured Credit Facility, as discussed below. The Company considers all investments with initial maturities of three months or less to be cash and cash equivalents, which consist primarily of demand deposits with major financial institutions in the United States and in countries where the Company’s subsidiaries operate. As of December 31, 2021, our cash and cash equivalents totaled $46.2 million, and we had $132.4 million of borrowings available under the revolving credit facility.

Based on our growth plans, we believe our cash and cash equivalents position, net cash provided by operating activities and availability under our Secured Credit Facility are currently adequate to finance our working capital requirements, planned capital expenditures and debt service. In the future, we may allocate additional capital towards strategic acquisitions. Given the current operating environment, we may opportunistically assess options to strengthen our balance sheet and ensure the most efficient capital structure. These may include additional debt financing, factoring facilities and other potential financing options. There can be no assurance equity or debt financing will be available to us if we need it or, if available, the terms will be satisfactory to us.

Secured Credit Facility

The Company has a credit facility arrangement with a term loan of $1,250.0 million and a revolving credit facility with a maximum commitment of $300.0 million (the “Secured Credit Facility”). The term loan matures on October 30, 2027 and revolving facility matures by October 30, 2025. Borrowings under the credit facilities bear interest at a rate equal to, at our option, either (i) LIBOR for the relevant interest period, adjusted for statutory reserve requirements (subject to a floor of 0.00% per annum for all revolving loans and a 0.75% floor for the term loans), plus an applicable margin or (ii) a base rate equal to the highest of (a) the rate of interest publicly announced from time to time by the administrative agent as its “prime rate”, (b) the federal funds effective rate plus 0.50% and (c) adjusted LIBOR for an interest period of one month plus 1.00% (subject to a floor of 0.00% per annum), in each case, plus an applicable margin. As of December 31, 2021, we were in compliance with the covenants of the credit facility.

Summary of Cash Flows

A summary of our cash flows provided by (used in) operating, investing and financing activities is presented in the following table:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Net cash used in operating activities	$	(187,893)	$	(161,152)
Net cash (used in) provided by investing activities	(25,866)		6,924
Net cash provided by financing activities	153,336		577,079
Effect of exchange rate changes on cash and cash equivalents	(895)		(381)
Net (decrease) increase in cash and cash equivalents	$	(61,318)	$	422,470

Cash Provided by Operating Activities

Net cash used in operating activities increased to $187.9 million for the three months ended December 31, 2021 from $161.2 million for the three months ended December 31, 2020, an increase of $26.7 million or 17%. The increase was driven by the unfavorable impact of increasing inventory levels during the three months ended December 31, 2021, primarily due to higher inventory costs, including commodities and inbound freight costs, and the unfavorable impact of higher prepaid expenses and other current assets, primarily for income taxes. This was partially offset by the favorable impacts from accounts payable balances driven by the timing of payments as compared to the prior year period.

Cash Used in Investing Activities

Net cash used in investing activities was $25.9 million for the three months ended December 31, 2021 as compared to net cash provided by investing activities of $6.9 million for the three months ended December 31, 2020. The increase of $32.8 million was due to higher capital expenditures of $20.9 million as compared to the prior year period, primarily related to the Company’s implementation of a Global SAP/S4 HANA ERP platform and building improvements for the global headquarters office in the U.S. Additionally, the current year period reflects the absence of cash proceeds of $11.9 million from the disposal of a manufacturing site during the first quarter of Fiscal Year 2021.

Cash Provided by (Used In) Financing Activities

Net cash provided by financing activities was $153.3 million for the three months ended December 31, 2021 as compared to net cash provided by financing activities of $577.1 million for the three months ended December 31, 2020.

42

The first quarter of Fiscal Year 2022 reflects net borrowings on the revolving credit facility of $161.0 million and proceeds of $11.3 million for capital contributions. The Company paid $9.6 million of member distributions, $3.1 million for its term loan, $2.1 million of dividends and $2.1 million for certain IPO-related costs, which offset the cash proceeds.

During the first quarter of Fiscal Year 2021, the Company refinanced its debt, resulting in proceeds of $1,250.0 million, of which $616.3 million was used to the payoff the previous credit facility. The Company paid $26.7 million of costs associated with the debt refinancing. Additionally, the Company paid member distributions of $29.1 million.

Dividends/Distributions

On November 3, 2021, (i) the Weber Inc. Board of Directors declared a quarterly dividend of $0.04 per share of Class A common stock, which was paid on December 17, 2021 to stockholders of record on December 7, 2021 and (ii) Weber HoldCo LLC declared a distribution of $0.04 per LLC Unit, which was paid on December 17, 2021 to LLC Unit holders on that date.

Additionally, on February 3, 2022, (i) the Weber Inc. Board of Directors declared a quarterly dividend of $0.04 per share of Class A common stock, payable March 18, 2022 to holders of our Class A common stock of record on March 8, 2022 and (ii) Weber HoldCo LLC declared a distribution of $0.04 per LLC Unit, payable March 18, 2022 to holders of LLC Units as of that date. Weber Inc. will pay the dividend to holders of Class A common stock with the funds it receives from the Weber HoldCo LLC distribution as a holder of LLC Units.

Other Information

As of December 31, 2021, $38.2 million of our $46.2 million in cash and cash equivalents was held in jurisdictions outside of the U.S. Cash held outside the U.S. may be repatriated, subject to certain limitations, and would be available to be used to fund our domestic operations. However, repatriation of funds may result in additional tax liabilities. We believe that our existing cash balance in the U.S. is sufficient to fund our working capital needs in the U.S.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, sales and expenses and related disclosures of contingent assets and liabilities. We base these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates.

There have been no significant changes to our accounting policies during the three months ended December 31, 2021. See our Annual Report on Form 10-K for the year ended September 30, 2021 for a summary of these policies.

Recent Accounting Pronouncements

There have been no new accounting standards material to Weber Inc. that have been adopted during the three months ended December 31, 2021.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes with respect to the Company’s exposure to market risk disclosed in our Annual Report on Form 10-K for the year ended September 30, 2021.

Item 4. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosure.

As of the end of the period covered by this 10-Q Report, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) and 15d-15(e). Based upon this evaluation, our principal

43

executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2021.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended December 31, 2021.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based on certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

44

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information presented in Note 8 to our condensed consolidated financial statements within this Quarterly Report on Form 10-Q is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes with respect to the risk factors disclosed in our Annual Report on Form 10-K for the year ended September 30, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of unregistered equity securities during the three months ended December 31, 2021.

Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Weber HoldCo LLC, each holder of non-voting common interest units of Weber HoldCo LLC ("LLC Units") has the right to require Weber HoldCo LLC to redeem all or a portion of its LLC Units for, at the Company’s election, newly issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of Class A Common Stock for each LLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). Additionally, in the event of a redemption request by a holder of LLC Units, the Company may, at its option, effect a direct exchange of cash or Class A Common Stock for LLC Units in lieu of such a redemption. A corresponding number of shares of Class B Common Stock will be canceled on a one-for-one basis if the Company or Weber HoldCo LLC, following a redemption request of a holder of LLC Units, redeems or exchanges LLC Units of such holder of LLC Units.

45

Item 6. Exhibits

Exhibit No.	Description
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	The following financial statements from Weber Inc.’s Quarterly Report on Form 10-Q for the three months ended December 31, 2021, filed with the Securities and Exchange Commission on February 14, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive (Loss) Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity (Deficit), and (vi) the Notes to Condensed Consolidated Financial Statements.
104**	The cover page from Weber Inc.’s Quarterly Report on Form 10-Q for the three months ended December 31, 2021 formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.

*Filed herewith.

**Furnished herewith.

46

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Weber Inc.
By:	/s/ Chris M. Scherzinger
	Chris M. Scherzinger
	Chief Executive Officer (As Principal Executive Officer)
By:	/s/ William J. Horton
	William J. Horton
	Chief Financial Officer (As Principal Financial Officer)

Date: February 14, 2022

47

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chris M. Scherzinger, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Weber Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)[Paragraph intentionally omitted pursuant to Exchange Act Rule 13a-14];

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 14, 2022	By:	/s/ Chris M. Scherzinger
		Chris M. Scherzinger Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William J. Horton, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Weber Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)[Paragraph intentionally omitted pursuant to Exchange Act Rule 13a-14];

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 14, 2022	By:	/s/ William J. Horton
		William J. Horton Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Weber Inc. for the period ending December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chris M. Scherzinger, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Weber Inc.

Date: February 14, 2022	By:	/s/ Chris M. Scherzinger
		Chris M. Scherzinger Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Weber Inc. for the period ending December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William J. Horton, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Weber Inc.

Date: February 14, 2022	By:	/s/ William J. Horton
		William J. Horton Chief Financial Officer (Principal Financial Officer)

XML

Cover Page - shares	3 Months Ended
	Dec. 31, 2021	Jan. 31, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Dec. 31, 2021
Current Fiscal Year End Date	--09-30
Document Transition Report	false
Entity File Number	001-40702
Entity Registrant Name	Weber Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	61-1999408
Entity Address, Address Line One	1415 S. Roselle Road
Entity Address, City or Town	Palatine
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60067
City Area Code	847
Local Phone Number	934-5700
Title of 12(b) Security	Common Stock
Trading Symbol	WEBR
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Entity Central Index Key	0001857951
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		52,562,779
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		234,645,219

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands		Dec. 31, 2021	Sep. 30, 2021
Current assets:
Cash and cash equivalents		$ 46,199	$ 107,517
Accounts receivable, less allowances	[1]	156,392	138,683
Inventories, net		470,519	332,621
Prepaid expenses and other current assets		113,618	68,236
Total current assets		786,728	647,057
Property, equipment and leasehold improvements, net		172,959	162,829
Operating lease right-of-use assets	[2]	67,502	66,962
Other long-term assets		57,751	61,454
Trademarks, net		356,975	357,821
Other intangible assets, net		139,793	144,257
Goodwill		109,180	110,612
Total assets		1,690,888	1,550,992
Current liabilities:
Trade accounts payable		375,887	330,669
Accrued expenses	[3]	136,365	150,610
Income taxes payable		8,696	4,823
Current portion of long-term debt and other borrowings		173,500	12,500
Current portion of long-term financing obligation		612	592
Total current liabilities		695,060	499,194
Long-term debt, less current portion		982,568	984,818
Long-term financing obligation, less current portion		38,228	38,394
Non-current operating lease liabilities	[4]	55,809	55,329
Tax Receivable Agreement liability		9,226	9,226
Other long-term liabilities		79,424	85,376
Total liabilities		1,860,315	1,672,337
Commitments and contingencies
Preferred Stock, $0.0001 par value - 1,500,000,000 shares authorized, zero shares issued and outstanding as of both December 31, 2021 and September 30, 2021		0	0
Additional paid-in capital		12,015	6,109
Accumulated other comprehensive loss		(8,942)	(9,280)
Retained earnings (deficit)		6,899	(7,646)
Total Weber Inc. equity (deficit)		10,027	(10,762)
Noncontrolling interests		(179,454)	(110,583)
Total equity (deficit)		(169,427)	(121,345)
Total liabilities and equity (deficit)		1,690,888	1,550,992
Class A Common Stock
Current liabilities:
Common stock		53	53
Class B Common Stock
Current liabilities:
Common stock		$ 2	$ 2

[1] Includes related party royalty receivables of $144 and $119 at December 31, 2021 and September 30, 2021, respectively (see Note 9).

[2] Includes related party operating lease assets of $1,544 and $1,629 at December 31, 2021 and September 30, 2021, respectively (see Note 9).

[3] Includes related party operating lease liabilities of $438 and $431 at December 31, 2021 and September 30, 2021, respectively (see Note 9).

[4] Includes related party operating lease liabilities of $1,106 and $1,198 at December 31, 2021 and September 30, 2021, respectively (see Note 9).

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 30, 2021
Class of Stock and Related Party Balances [Line Items]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,500,000,000	1,500,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Royalty receivables	$ 144	$ 119
Related party operating lease, asset	1,544	1,629
Related party operating lease, liabilities, current	438	431
Related party operating lease, liabilities, noncurrent	$ 1,106	$ 1,198
Class A Common Stock
Class of Stock and Related Party Balances [Line Items]
Common stock par or stated value per share	$ 0.001	$ 0.001
Common stock shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued (in shares)	52,569,898	52,533,388
Common stock, shares outstanding (in shares)	52,569,898	52,533,388
Class B Common Stock
Class of Stock and Related Party Balances [Line Items]
Common stock par or stated value per share	$ 0.00001	$ 0.00001
Common stock shares authorized	1,500,000,000	1,500,000,000
Common stock, shares issued (in shares)	234,645,219	233,572,370
Common stock, shares outstanding (in shares)	234,645,219	233,572,370

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands		3 Months Ended
		Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Net sales	[1]	$ 283,141	$ 308,878
Cost of goods sold	[2]	219,128	174,073
Gross profit		64,013	134,805
Operating expenses:
Selling, general and administrative	[3],[4]	148,084	114,103
Amortization of intangible assets		5,174	3,017
Gain on disposal of assets held for sale		0	(5,185)
(Loss) income from operations		(89,245)	22,870
Foreign currency loss (gain)		164	(3,507)
Interest income	[5]	(230)	(179)
Interest expense		15,761	14,652
Loss from early extinguishment of debt		0	5,448
(Loss) income before taxes		(104,940)	6,456
Income tax (benefit) expense		(30,387)	166
Loss from investments in unconsolidated affiliates		0	1,405
Net (loss) income		(74,553)	4,885
Net loss attributable to noncontrolling interests		91,330	0
Net income attributable to Weber Inc.		$ 16,777	$ 4,885
Earnings (loss) per share of Class A common stock
Basic (in dollars per share)		$ 0.31
Diluted (in dollars per share)		$ (0.19)
Weighted average shares outstanding
Basic (in shares)		53,309,932
Diluted (in shares)		287,955,151

[1] Includes related party royalty revenue of $144 and $43 for the three months ended December 31, 2021 and 2020, respectively (see Note 9).

[2] Includes related party rental expense of zero and $179 for the three months ended December 31, 2021 and 2020, respectively (see Note 9).

[3] Includes related party rental expense of $167 and $59 for the three months ended December 31, 2021 and 2020, respectively (see Note 9).

[4] Includes related party royalty expense of zero and $268 for the three months ended December 31, 2021 and 2020, respectively (see Note 9).

[5] Includes related party interest income of $3 and $14 for the for the three months ended December 31, 2021 and 2020, respectively (see Note 9).

XML

Condensed Consolidated Statements of Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Related party interest income	$ (3)	$ (14)
Rental Expense
Related party rental expense	0	179
Amounts of related party transaction	167	59
Royalty Expense
Amounts of related party transaction	0	268
Royalty
Revenue from related parties	$ 144	$ 43

XML

Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (74,553)	$ 4,885
Other comprehensive (loss) income:
Foreign currency translation adjustments	(3,006)	10,457
Gain on derivative instruments, net of income tax expense of $238 and zero	5,316	3,709
Comprehensive (loss) income	(72,243)	19,051
Less: Comprehensive loss attributable to noncontrolling interests	(89,358)	0
Comprehensive income attributable to Weber Inc.	$ 17,115	$ 19,051

XML

Consolidated Statements of Equity (Deficit) - USD ($)	Total	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Preferred Stock	Additional Paid-in Capital	Cumulative Translation Adjustments	Unrealized Gain/(Loss) on Derivative Instruments	Retained Earnings (Deficit)	Non-controlling Interests	Members' Equity (Deficit)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	$ 4,885,000											$ 4,885,000
Foreign currency translation adjustments	10,457,000							$ 10,457,000				0
Beginning Balance at Sep. 30, 2020	(43,548,000)							(28,455,000)	$ (40,125,000)			25,032,000
Members' Equity [Abstract]
Repayment of member notes	100,000											100,000
Interest income on notes receivable	(14,000)											(14,000)
Interest income on notes receivable	152,000											152,000
Gain (loss) on derivative instruments	1,129,000								1,129,000			0
Foreign currency translation adjustments	430,000											430,000
Total gain recognized	2,580,000								2,580,000			0
Members Distributions, Pre IPO	(29,090,000)											(29,090,000)
Ending Balance at Dec. 31, 2020	(52,919,000)							(17,998,000)	(36,416,000)			$ 1,495,000
Beginning Balance (in shares) at Sep. 30, 2021		52,533,388	233,572,370	52,533,388	233,572,370	0
Beginning Balance at Sep. 30, 2021	(121,345,000)			$ 53,000	$ 2,000	$ 0	$ 6,109,000	(5,692,000)	(3,588,000)	$ (7,646,000)	$ (110,583,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repayment of member notes	11,350,000				$ 1,072,849		2,077,000				9,273,000
Deferred tax asset associated with repayment of member notes	(487,000)						(487,000)
Issuance of Class A shares for equity awards (in shares)				36,510
Issuance of Class A shares for equity awards	(351,000)						(351,000)
Net (loss) income	(74,553,000)									16,777,000	(91,330,000)
Interest income on notes receivable	(3,000)						(3,000)
Dividends on Class A shares and equity awards	(2,232,000)									(2,232,000)
Distributions to noncontrolling interests	(9,627,000)										(9,627,000)
Stock-based compensation	25,511,000						4,670,000				20,841,000
Foreign currency translation adjustments	(3,006,000)							(441,000)			(2,565,000)
Gain on derivative instruments	2,757,000								404,000		2,353,000
Reclassification of realized loss on derivative instruments to net loss	2,559,000								375,000		2,184,000
Ending Balance (in shares) at Dec. 31, 2021		52,569,898	234,645,219	52,569,898	234,645,219	0
Ending Balance at Dec. 31, 2021	$ (169,427,000)			$ 53,000	$ 2,000	$ 0	$ 12,015,000	$ (6,133,000)	$ (2,809,000)	$ 6,899,000	$ (179,454,000)

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating activities
Net (loss) income	$ (74,553)	$ 4,885
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Provision for depreciation	8,613	6,749
Provision for amortization of intangible assets	5,174	3,017
Provision for amortization of deferred financing costs	1,022	912
Deferred income tax expense (benefit)	340	(1,840)
Stock/unit-based compensation	25,511	3,428
Loss from investments in unconsolidated affiliates	0	1,405
Gain on disposal of assets held for sale	0	(5,185)
Loss from early extinguishment of debt	0	5,448
Changes in operating assets and liabilities
Accounts receivable	(18,345)	(41,432)
Inventories	(139,694)	(76,209)
Prepaid expenses and other current assets	(46,606)	10,408
Trade accounts payable	52,464	(34,655)
Accrued expenses	(10,554)	(22,157)
Income taxes payable	3,074	(4,580)
Other	5,661	(11,346)
Net cash used in operating activities	(187,893)	(161,152)
Investing activities
Proceeds from disposal of property, equipment and leasehold improvements	10	11,896
Additions to property, equipment and leasehold improvements	(25,876)	(4,972)
Net cash (used in) provided by investing activities	(25,866)	6,924
Financing activities
Proceeds from issuance of long-term debt	0	1,250,000
Payments for deferred financing costs	0	(26,654)
Payments for capitalized offering costs	(2,109)	0
Payments under agreement with iDevices	(52)	(58)
Interest rate swap settlement payments	(1,478)	(996)
Proceeds from contribution of capital, net	11,346	252
Dividends paid	(2,123)	0
Members’ distributions	(9,627)	(29,090)
Borrowings from revolving credit facility	203,000	0
Payments on revolving credit facility	(42,000)	0
Payments of long-term debt	(3,125)	(616,250)
Shares withheld to satisfy employee tax obligations	(351)	0
Service on financing obligation	(145)	(125)
Net cash provided by financing activities	153,336	577,079
Effect of exchange rate changes on cash and cash equivalents	(895)	(381)
(Decrease) increase in cash and cash equivalents	(61,318)	422,470
Cash and cash equivalents at beginning of period	107,517	123,792
Cash and cash equivalents at end of period	46,199	546,262
Supplemental disclosures of cash flow information:
Cash paid for interest	13,311	12,785
Cash paid for income taxes	4,439	4,299
Supplemental disclosures of non-cash investing information:
Property and equipment included in accounts payable and accrued expenses	$ 26,050	$ 5,805

XML

Condensed Consolidated Statements of Comprehensive Income - Parenthetical - USD ($)	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Foreign currency Translation adjustment, income tax benefit	$ 135,000	$ 0
Gain (loss) on derivative instrument, Income tax expense	$ 238,000	$ 0

XML

General

3 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

General

1. General

Description of Business

Weber Inc. (“Weber,” “Company,” “we,” and “our”), a Delaware corporation, was formed in April 2021 for the purpose of facilitating an initial public offering (“IPO”) of its Class A common stock, facilitating organizational transactions and to operate the business of Weber HoldCo LLC and its consolidated subsidiaries. The Company historically conducted its business through Weber-Stephen Products LLC prior to the IPO. Following the Company's IPO in August 2021, Weber Inc. is a holding company and its sole asset is a controlling equity interest in Weber HoldCo LLC, a Delaware limited liability company formed in April 2021. As part of the IPO and other associated transactions (collectively referred to as the “Reorganization Transactions”), Weber-Stephen Products LLC became a wholly owned subsidiary of Weber HoldCo LLC, and will continue as the primary operating company.

Weber, together with its subsidiaries, is an outdoor cooking company in the global outdoor cooking market. Our product portfolio includes traditional charcoal grills, gas grills, smokers, pellet grills, electric grills and related accessories. Our full range of products are sold in 78 countries.

We are headquartered in Palatine, Illinois, and our stock is listed on the New York Stock Exchange under the symbol “WEBR.”

Basis of Presentation

The condensed consolidated financial statements of Weber Inc. were prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) for interim reporting. In management’s opinion, the interim financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results of financial position, operations and cash flows for the periods presented. The results of operations for the period ended December 31, 2021 are not necessarily indicative of the operating results expected for the full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021.

Principles of Consolidation

The condensed consolidated financial statements include the accounts and operations of the Company and its subsidiaries. Weber HoldCo LLC is considered a variable interest entity. Weber Inc. is the primary beneficiary of Weber HoldCo LLC and has decision making authority that significantly affects the economic performance of this entity. As a result, Weber Inc. consolidates the financial statements of Weber HoldCo LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. Noncontrolling interests reflect the entitlement of the owners of Weber-Stephen Products LLC’s outstanding equity interests prior to the IPO (“Pre-IPO LLC Members”) to a portion of Weber HoldCo LLC’s net income (loss).

As the Reorganization Transactions are considered transactions between entities under common control, the condensed consolidated financial statements for periods prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Prior to the Reorganization Transactions, Weber Inc. had no operations.

Fiscal Year

The Company’s fiscal year runs from October 1 through September 30. All references to years are to fiscal years unless otherwise stated.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The effect of the change in the estimates will be recognized in the current period of the change.

Seasonality

Although the Company generally has demand for its products throughout the year, the Company’s sales have historically experienced some seasonality. The Company has typically experienced its highest level of sales of its products in the second and third fiscal quarters as retailers across North America and Europe changeover their floor sets, build inventory and fulfill consumer demand for outdoor cooking products. Sales are typically lower during the first and fourth fiscal quarters, with the exception of the Australia/New Zealand business which is counter seasonal to the balance of the business.

Allowance for Current Expected Credit Losses

The Company estimates its expected credit losses based on historical experience, the aging of accounts receivable, consideration of current economic conditions and its expectations of future economic conditions. The allowance for expected credit losses was $2.3 million and $2.6 million as of December 31, 2021 and September 30, 2021, respectively.

Inventories

The components of inventory are as follows:

	December 31, 2021		September 30, 2021
	(dollars in thousands)
Work-in-process and materials	$	89,922	$	60,367
Finished products	380,597		272,254
Total inventories, net	$	470,519	$	332,621

New Accounting Pronouncements Recently Adopted

In March 2020, the the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This ASU is effective for all entities beginning as of its date of effectiveness, March 12, 2020. The guidance is temporary and can be applied through December 31, 2022. The guidance has not impacted the condensed consolidated financial statements to date. The Company will continue to monitor the impact of the ASU on our condensed consolidated financial statements in the future.

New Accounting Pronouncements Issued but Not Yet Adopted

No recent accounting pronouncements were issued by the FASB that are believed by management to have a material impact on the Company’s future financial statements.

XML

Acquisitions

3 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

2. Acquisitions

June Acquisition

On January 12, 2021, the Company acquired all of the remaining outstanding stock of June Life, Inc. ("June"), a smart appliance and technology company. The purpose of the acquisition was primarily to advance consumer experiences through the use of embedded technology in its products and higher quality digital products.

The composition of the purchase price recorded for June was as follows (dollars in thousands):

Cash	$	108,285
Fair value of equity interest	24,144
Settlement of existing contractual relationship	9,776
Total	$	142,205

Prior to the acquisition, the Company held an existing equity interest in June, which was historically accounted for as an equity method investment. Additionally, the Company had a license and development agreement with June to license certain software and other technology owned by June and adapt this technology to certain products of the Company. The

license and development agreement included provisions for the Company to pay June royalties at varying rates based on the quantities and type of product sold containing the licensed technology. During the three months ended December 31, 2020, the Company recorded an equity method loss of $1.4 million, with an offsetting decrease in its investment in June.

Upon completion of the merger agreement, June became a wholly-owned subsidiary of the Company. At the time of acquisition, the fair value of the existing equity interest totaled $24.1 million, which was based on per share prices paid to the sellers of common stock and preferred stock on acquisition.

The June license and development agreement, was deemed to be an existing contractual relationship. As a result of the business combination, the Company recorded this arrangement as consideration at its January 12, 2021 fair value, which resulted in an increase in goodwill of $9.8 million.

The results of operations for June have been included in the condensed consolidated statements of operations since the acquisition date, which were not material. June operations are reflected within the Americas reportable segment. Actual and pro forma revenue and results of operations for the acquisition have not been presented because they do not have a material impact to the Company’s net sales and results of operations, either individually or in aggregate.

The December 31, 2021 condensed consolidated balance sheet includes the assets and liabilities of June, which have been measured at fair value as of the acquisition date. The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities.

The allocation of purchase price recorded for June was as follows (dollars in thousands):

Cash	$	6,046
Inventory	480
Accounts receivable	85
Prepaid expenses and other current assets	617
Property and equipment	104
Intangibles	109,700
Goodwill	53,193
Accounts payable	(870)
Accrued expenses	(2,670)
Other long-term liabilities	(24,480)
Total	$	142,205

The above fair values of assets acquired and liabilities are based on the information that was available as of the reporting date.

The goodwill of $53.2 million represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including an experienced workforce and expected future synergies. None of the goodwill is expected to be deductible for tax purposes. In the first quarter of fiscal year 2022, the Company recorded a reduction to accrued expenses of $1.3 million, with a corresponding decrease to goodwill, resulting from a change in the fair value of a liability.

The Company recognized $24.5 million of deferred tax liabilities due to the acquisition of June. The deferred tax liabilities have been recorded in Other long-term liabilities in the condensed consolidated balance sheets.

The gross carrying amounts allocated to intangible assets were as follows (dollars in thousands):

Trade names and trademarks	$	17,000
Developed software / patented technology	87,000
Non-competition / restrictive covenant agreements	5,700
Total	$	109,700

The useful lives assigned to intangible assets were as follows (in years):

	Useful Lives
Trade names and trademarks	20.0
Developed software / patented technology	15.0
Non-competition / restrictive covenant agreements	3.0
Total weighted average useful life	15.2

Developed software/patented technology were valued using the multi-period excess earnings method (“MPEEM”). Intangible assets consisting of trade names and trademarks and non-competition/ restrictive covenant agreements were valued using the relief from royalty (“RFR”) method and lost income method, respectively. In many cases, the determination of fair values required estimates about discount rates, future expected cash flows and other future events that are judgmental and subject to change.

As a result of the acquisition, the Company recognized $1.2 million of acquisition-related costs.

RMC Acquisition

On April 1, 2021, the Company acquired all aspects of the operations of R McDonald Co. Pty. Ltd. (“RMC”), that supported the Company’s business units in Australia and New Zealand. This included certain fixed assets, members of the RMC workforce and their related employment liabilities and the reacquired right to sell and market the Company’s products. RMC, a marketing and distribution company, had historically provided operational and marketing support to operate the Weber Australia and Weber New Zealand businesses on behalf of the Company. The primary purpose of the acquisition was to re-acquire those operational and marketing rights.

The composition of the purchase price recorded for RMC was as follows (dollars in thousands):

Cash	$	26,275
Equity consideration issued by the Company	14,582
Total	$	40,857

Prior to the acquisition, the Company had a preexisting contractual agreement with RMC which provided RMC the exclusive rights to sell, market, and distribute barbecue grills and accessories in Australia and New Zealand. With the acquisition, the effective settlement of this agreement resulted in the Company reacquiring rights to sell, market, and distribute products in Australia and New Zealand. In addition, RMC had a contractual agreement to provide administrative support services to the Company’s Australian and New Zealand businesses, as well as a licensing agreement for RMC to use certain trademarks of the Company. The transaction resulted in no gain or loss as the contractual terms of these agreements were at market.

The results of operations for RMC have been included in the condensed consolidated statements of operations since the acquisition date, which were not material. RMC operations are reflected within the Asia-Pacific (“APAC”) reportable segment. Actual and pro forma revenue and results of operations for the acquisition have not been presented because they do not have a material impact to the Company’s net sales and results of operations, either individually or in aggregate.

The December 31, 2021 condensed consolidated balance sheet includes the assets and liabilities of RMC, which have been measured at fair value as of the acquisition date. The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities.

The allocation of purchase price recorded for RMC was as follows (dollars in thousands):

Property and equipment	$	432
Reacquired rights	14,300
Other long-term assets	410
Goodwill	27,120
Accrued expenses	(1,405)
Total	$	40,857

The above fair values of assets acquired and liabilities are based on the information that was available as of the reporting date.

The goodwill of $27.1 million represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including an experienced workforce and expected future synergies. None of the goodwill is expected to be deductible for tax purposes. In the period subsequent to acquisition, the Company recorded a deferred tax asset of $0.4 million in its acquisition of RMC, with a corresponding decrease to goodwill.

The reacquired rights were valued using MPEEM. The useful life of the reacquired rights were estimated to be 3.3 years. The determination of fair values required estimates about discount rates, future expected cash flows and other future events that are judgmental and subject to change.

As a result of the acquisition, the Company recognized approximately $0.3 million of acquisition-related costs.

XML

Goodwill and Other Intangibles

3 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangibles

3. Goodwill and Other Intangibles

Goodwill allocated to the Company's reportable segments and changes in the carrying amount of goodwill during the three months ended December 31, 2021 is shown below.

	Americas		EMEA		APAC		Total
	(dollars in thousands)
Balance as of September 30, 2021	$	73,696	$	10,589	$	26,327	$	110,612
Acquisitions(1)	(1,284)		—		—		(1,284)
Foreign exchange	—		(186)		38		(148)
Balance as of December 31, 2021	$	72,412	$	10,403	$	26,365	$	109,180

_____________

(1)Represents a measurement period adjustment related to the June acquisition. See Note 2 for further information.

The Company’s intangible assets consist of the following:

	December 31, 2021
	Weighted-Average Remaining Amortization Years	Gross Carrying  Amount		Accumulated  Amortization		Net Book  Value
		(dollars in thousands)
Trademark—Weber	N/A	$	310,000	$	—	$	310,000
Trademarks—Other	14.3	55,900		(8,925)		46,975
Trademarks, net		365,900		(8,925)		356,975
Customer lists	9.0	91,361		(51,681)		39,680
Patents	7.3	3,428		(1,454)		1,974
In-process research and development	5.1	4,500		(2,213)		2,287
Developed technology	14.1	87,000		(5,589)		81,411
Reacquired rights	2.6	13,641		(3,069)		10,572
Non-compete agreement	2.1	5,700		(1,831)		3,869
Other intangible assets, net		205,630		(65,837)		139,793
Total		$	571,530	$	(74,762)	$	496,768

	September 30, 2021
	Gross Carrying  Amount		Accumulated  Amortization		Net Book  Value
	(dollars in thousands)
Trademark—Weber	$	310,000	$	—	$	310,000
Trademarks—Other	55,900		(8,079)		47,821
Trademarks, net	365,900		(8,079)		357,821
Customer lists	91,563		(50,483)		41,080
Patents	49,428		(47,389)		2,039
In-process research and development	4,500		(2,100)		2,400
Developed technology	87,000		(4,139)		82,861
Reacquired rights	13,568		(2,035)		11,533
Non-compete agreement	6,300		(1,956)		4,344
Other intangible assets, net	252,359		(108,102)		144,257
Total	$	618,259	$	(116,181)	$	502,078

The Company’s indefinite-lived intangible assets consist of Trademark—Weber.

Total amortization expense for the Company’s intangible assets was $5.2 million and $3.0 million for the three months ended December 31, 2021 and 2020, respectively.

XML

Property, Equipment and Leasehold Improvements

3 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property, Equipment and Leasehold Improvements

4. Property, Equipment and Leasehold Improvements

Property, equipment and leasehold improvements, net consists of the following:

	December 31, 2021		September 30, 2021
	(dollars in thousands)
Land	$	6,453	$	6,453
Buildings	49,009		44,829
Computer equipment and software	79,836		79,286
Equipment	252,372		238,601
Leasehold improvements	12,638		13,156
Construction-in-progress	32,158		32,547
	432,466		414,872
Accumulated depreciation	(259,507)		(252,043)
Total	$	172,959	$	162,829

Depreciation expense amounted to $8.6 million and $6.7 million for the three months ended December 31, 2021 and 2020, respectively, of which $1.9 million and $1.7 million related to the amortization of capitalized software costs, respectively. Unamortized software costs were $32.6 million and $29.1 million as of December 31, 2021 and September 30, 2021, respectively.

XML

Debt

3 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

5. Debt

Long-term debt consists of the following:

	December 31, 2021	September 30, 2021
	(dollars in thousands)
Secured Credit Facility Term Loan, due October 2027	1,017,400	1,020,525
Secured Credit Facility Revolving Loan	161,000	—
Total borrowings	1,178,400	1,020,525
Deferred financing costs	(17,025)	(17,692)
Original issue discount	(5,307)	(5,515)
Total debt	1,156,068	997,318
Less: Current portion of long-term debt and other borrowings	(173,500)	(12,500)
Total long-term debt	982,568	984,818

Secured Credit Facility

The Company's credit facility (“Secured Credit Facility”) includes an initial term loan (“Term Loan”) of $1,250.0 million and a revolving credit facility (“Revolving Loan”) with a maximum commitment of $300.0 million. As of December 31, 2021, the Revolving Loan had borrowings outstanding of $161.0 million and letters of credit issued of $6.6 million leaving $132.4 million of available borrowing capacity.

Covenants

The Secured Credit Facility contains certain restrictive covenants relating to, among other things, limitations on indebtedness, transactions with affiliates, sales of assets, acquisitions and members’ distributions. In addition, above a certain borrowing level, there is a financial covenant relating to the Company’s average leverage ratio. As of December 31, 2021, the Company was in compliance with all covenants in the Secured Credit Facility.

XML

Derivative Instruments

3 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

6. Derivative Instruments

Interest Rate Swap Contracts

The Company uses interest rate swap contracts to minimize the effect of fluctuating variable interest rates under the Secured Credit Facility on Interest expense within its reported operating results. As cash flow hedges, the interest rate swaps are revalued at current market rates, with the changes in valuation reflected directly in Other comprehensive income (loss), to the extent that the hedge is effective. The gains or losses on the interest rate swaps reported in Accumulated other comprehensive income (loss) in equity are reclassified into Interest expense in the periods in which the monthly interest settlement is paid on the interest rate swap.

The notional values of the Company’s outstanding interest rate swap contracts were as follows:

	December 31, 2021		September 30, 2021
	(dollars in thousands)
Interest rate swap contracts	$	1,220,000	$	1,220,000

On October 30, 2020, the Company completed a series of transactions to amend and extend certain interest rate swap agreements by an additional three years. These interest rate swap transactions consisted of the following: (i) $360.0 million of the interest rate swaps were de-designated as cash flow hedges, (ii) the Company entered into a $360.0 million pay-variable received-fixed interest rate swap which was designed to economically offset the terms of the $360.0 million of swaps in (i) and which are not designated as cash flow hedges, and (iii) the Company entered into a $500.0 million new pay-fixed interest rate swap with an extended maturity. The new pay-fixed interest rate swaps is considered a hybrid instrument with a financing component and an embedded at-market derivative that was designated as a cash flow hedge (see discussion of cash flow presentation below).

At the time of the de-designation of the above $360.0 million in interest rate swaps, there was approximately $38.2 million of unrealized losses recorded in Accumulated other comprehensive income (loss). This amount is amortized to interest expense through the remaining term of the original de-designated swaps unless it becomes probable that the cash flows originally hedged will not occur, in which case the proportionate amount of the loss will be recorded to interest expense at that time. The $360.0 million of interest rate swaps de-designated as cash flows hedges and the $360.0 million of offsetting swaps will be marked to market with changes in fair value recognized, along with the fixed and variable payments on these swaps, in interest expense which are expected to nearly offset each other. The Company presents the derivatives on a gross basis on the balance sheet.

The new pay-fixed interest rate swap is a hybrid instrument in accordance with Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, consisting of a financing component and an embedded at-market derivative. The financing component is accounted for at amortized cost over the life of the swap while the embedded at-market derivative is accounted for at fair value on the balance sheet and designated as a cash flow hedge. This new $500.0 million swap is indexed to one-month LIBOR and is net settled on a monthly basis with the counterparty for the difference between the fixed rate of 2.2025% and the variable rate based upon one-month LIBOR (subject to a floor of 0.75%) as applied to the notional amount of the swap. In connection with the transactions discussed above, no cash was exchanged between the Company and the counterparty. The liability of the terminated interest rate swaps as well as the inception value of the receive-fixed interest rate swap was blended into the new pay-fixed interest rate swap. Cash settlements related to interest rate contracts will generally be classified as operating activities on the condensed consolidated statements of cash flows. The cash flows related to the portion of the hybrid instrument treated as debt are classified as financing activities in the condensed consolidated statements of cash flows while the portion treated as an at-market derivative is classified as operating activities.

See Note 10 for further information.

Foreign Currency Forward Contracts

The Company enters into foreign currency forward contracts to minimize the effect of fluctuating variable foreign currency denominated cash flows impacting Gross profit within its reported operating results. When entered, these financial instruments are designated as cash flow hedges of underlying exposures and de-designated when the foreign currency denominated sale of inventory is made to a third party. As cash flow hedges, the forward contracts are revalued at current foreign exchange rates with the changes in the valuation reflected directly in Accumulated other comprehensive income (loss), to the extent that the hedge is effective. The gains or losses on the forward contracts reported in Accumulated other comprehensive income (loss) in equity (deficit) are reclassified into Cost of goods sold in the period or periods in which the foreign currency denominated sale of inventory is made to a third party and the contracts are de-designated. The gains or losses from changes in the fair value of foreign exchange contracts de-designated as cash flow hedges are recorded in Foreign currency loss (gain). The Company also enters into foreign currency forward contracts that economically hedge its risk on foreign currency denominated receivables. The gains or losses from changes in fair value on these contracts are recorded in Foreign currency loss (gain). Cash settlements related to forward currency forward contracts are classified as operating activities on the condensed consolidated statements of cash flows.

The notional values of the Company’s outstanding foreign currency forward contracts were as follows:

	December 31, 2021		September 30, 2021
	(dollars in thousands)
Foreign currency forward contracts	$	7,992	$	28,254

See Note 10 for further information.

Cash Flow Hedges Impact on the Condensed Consolidated Statements of Comprehensive (Loss) Income

For derivatives designated as cash flow hedges, the gain (loss) recognized in Other comprehensive (loss) income was:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Interest rate swap contracts	$	2,880	$	1,219
Foreign currency forward contracts	—		(90)
Total gain recognized	$	2,880	$	1,129

Cash Flow Hedges Impact on the Condensed Consolidated Statements of Operations

For derivatives designated as cash flow hedges, the gain reclassified from Accumulated other comprehensive income (loss) into the condensed consolidated statements of operations was:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Interest rate swap contracts	$	2,673	$	2,448
Foreign currency forward contracts	—		132
Total gain recognized	$	2,673	$	2,580

For derivatives de-designated as cash flow hedges and economic hedges on foreign currency denominated receivables, the (gain) loss recognized directly into Foreign currency loss (gain) in the condensed consolidated statements of operations was:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Foreign currency forward contracts	$	(320)	$	1,507

As of December 31, 2021, the Company estimates that it will recognize approximately $10.2 million of losses associated with the above contracts in net income within the next 12 months.

Commodity Index Contracts

The Company uses commodity index contracts to reduce its exposure to fluctuations in cash flows relating to the purchases of aluminum and steel-based components and raw materials impacting Gross profit. The commodity index contracts are accounted for as financial instruments and the Company did not apply hedge accounting.

The notional values of the Company’s outstanding commodity index contracts were as follows:

	December 31, 2021	September 30, 2021
	(volumes in pounds)
Aluminum index contracts	4,500,000	7,200,000
Steel index contracts	25,500,000	700,000

As financial instruments, the commodity index hedges are revalued at current commodity index rates with the changes in the valuation reflected directly in Cost of goods sold. The Company recorded a corresponding loss (gain) on the change in fair market value as follows:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Commodity index contracts	$	221	$	(3,803)

See Note 10 for further information.

Counterparty Credit Risk

Using derivative instruments means assuming counterparty credit risk. Counterparty credit risk relates to the loss the Company could incur if a counterparty were to default on a derivative contract. The Company deals with only investment-grade counterparties and monitors the overall credit risk and exposure to individual counterparties. The Company did not experience any nonperformance by a counterparty during the three months ended December 31, 2021 or 2020. The Company did not require, nor did it post, collateral or security on such contracts.

XML

Income Taxes

3 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

7. Income Taxes

The Company recorded an income tax benefit of $30.4 million for the three months ended December 31, 2021, resulting in an effective tax rate of 29.0%, as compared to the federal statutory rate of 21.0%. The effective tax rate was higher than the statutory rate due to foreign taxes owed by foreign subsidiaries, uncertain tax positions and increases on certain previously established valuation allowances. These unfavorable expenses were partially offset by a noncontrolling interest benefit to adjust for Weber Inc.'s allocable share of Weber HoldCo LLC's net loss for the quarter. The income tax benefit for the three months ended December 31, 2021 reflects the estimated annual effective tax rate applicable to the net loss recognized for the quarter.

The Company recorded income tax expense of $0.2 million for the three months ended December 31, 2020, resulting in an effective tax rate of 2.6%, as compared to the federal statutory rate of 21.0%. The difference in the rate was due to nontaxable U.S. flow-through income and a discrete benefit resulting from our United Kingdom and South Africa valuation allowance releases. This benefit was partially offset by foreign taxes owed by foreign subsidiaries

XML

Commitments and Contingencies

3 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

Warranty

The Company offers warranties on most of its products. The specific terms and conditions of the warranties offered by the Company vary depending upon the product sold. The Company estimates the costs that may be incurred under its warranty plans and the period for which claims are honored, and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units

sold, the type of products sold, historical and anticipated rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

The following is an analysis of product warranty reserves and charges against those reserves (dollars in thousands):

Balance at September 30, 2021	$	28,300
Accrual for warranties issued	1,716
Warranty settlements made	(1,381)
Balance at December 31, 2021	$	28,635

The balance of warranty reserves recorded in Other long-term liabilities was $23.3 million and $23.1 million as of December 31, 2021 and September 30, 2021, respectively. The remaining current balances of $5.3 million and $5.2 million as of December 31, 2021 and September 30, 2021, respectively, were recorded in Accrued expenses.

Contingent Consideration

As part of the acquisition of all aspects of the business related to iGrill and Kitchen Thermometer products from iDevices, LLC (“iDevices”), the Company has future cash payments due to iDevices in conjunction with an earn-out and development agreement. Under this agreement, the Company paid iDevices a minimum of $8.0 million, and then must pay additional royalty payments at fixed rates on iGrill and Kitchen Thermometer products sold for a total of 10 years or up to $15.0 million, whichever comes first. Under the terms of the earn-out and development agreement, the Company paid $0.1 million during both the three months ended December 31, 2021 and 2020, respectively. The fair value of the contingent consideration liability was $0.5 million at both December 31, 2021 and September 30, 2021. The fair value of these estimated future cash payments was based on valuation methods and management’s best estimates and was recorded in Other long-term liabilities in the condensed consolidated balance sheets.

Europe Manufacturing Facility

During October 2021, the Company executed an agreement to expand the Europe Manufacturing Facility in Poland. The Company does not control the asset under construction, and is therefore not deemed the accounting owner of the asset under construction.

The lease term is 14 years and will commence upon completion of the building, which is expected to occur during the quarter ended June 30, 2022. Upon commencement, the Company will record a right-of-use asset and a lease liability. In addition, the Company has options to extend the lease term for five-year periods as allowed by local laws and regulatory requirements. The annual cash rental payments due under the lease agreement during the first year will be approximately $1.2 million. The lease also requires the Company to pay real estate taxes and maintenance costs on the facility. No lease payments were made during the quarter ended December 31, 2021.

Legal Proceedings

The Company is subject to a variety of investigations, claims, suits and other legal proceedings that arise from time to time in the ordinary course of business including, but not limited to, intellectual property, employment, tort, and breach of contract matters. The Company currently believes that the outcomes of such proceedings, individually and in the aggregate, will not have a material adverse impact on its business, cash flows, financial position or results of operations. Any legal proceedings are subject to inherent uncertainties, and management’s view of these matters and their potential effects may change in the future.

XML

Related Parties

3 Months Ended

Dec. 31, 2021

Related Party Transactions [Abstract]

Related Parties

9. Related Parties

Periodically, the Company engages in transactions with related parties, which include entities that are owned in whole or in part by certain owners or employees of the Company.

The Company has historically leased certain manufacturing and office facilities in the U.S. from a related party. During the fourth quarter of fiscal year 2021, the related party sold the leased properties to a third party. Accordingly, the Company will no longer recognize these leases as related party transactions. Rental expense amounted to zero and $0.2 million for the three months ended December 31, 2021 and 2020, respectively.

During fiscal year 2021, the Company leased office facilities in Australia from a related party. Rental expense amounted to $0.2 million and zero for the three months ended December 31, 2021 and 2020, respectively. The Company

had related party operating right-of-use assets of $1.5 million and $1.6 million at December 31, 2021 and September 30, 2021, respectively. Additionally, the Company had related party current operating lease liabilities of $0.4 million and $0.4 million and non-current operating lease liabilities of $1.1 million and $1.2 million at December 31, 2021 and September 30, 2021, respectively.

The Company has a royalty agreement with a related party for the use of the Company’s trademark. Royalty revenue from this agreement was $0.1 million for the three months ended December 31, 2021 and was immaterial for the three months ended December 31, 2020. The Company had a royalty receivable of $0.1 million from this related party at both December 31, 2021 and September 30, 2021.

During fiscal year 2019, the Company entered into a series of transactions with June. As a result of the acquisition described in Note 2, June has become a wholly-owned subsidiary of the Company and is consolidated in its financial statements. As such, the Company no longer records related party transactions with June. For the three months ended December 31, 2021 and 2020, the Company recorded royalty expense of zero and $0.3 million, respectively.

In connection with the IPO, the Company entered into the Tax Receivable Agreement with the Pre-IPO LLC Members, which provides for the payment by Weber Inc. of 85% of certain cash tax benefits that Weber Inc. actually realizes, or in some cases is deemed to realize. The Tax Receivable Agreement liability was $9.2 million at both December 31, 2021 and September 30, 2021. The Tax Receivable Agreement is considered a related party transaction.

The Company historically had notes receivable due from members, which were fully repaid during the first quarter of fiscal year 2022. The balance of the notes receivable due from members, including interest, was zero and $11.3 million at December 31, 2021 and September 30, 2021, respectively. Related party interest income associated with the full recourse member notes was immaterial for both the three months ended December 31, 2021 and 2020. See Note 15 for further information.

XML

Fair Value of Financial Instruments

3 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

10. Fair Value of Financial Instruments

With respect to financial assets and liabilities, fair value is defined as the exchange price that would be received for an asset, or paid to transfer a liability (an exit price), in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been established based on three levels of inputs, of which the first two are considered observable and the last unobservable.

•Level 1—Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.

•Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily available pricing sources for comparable instruments.

•Level 3—Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions of the data that market participants would use in pricing the asset or liability based on the best information available in the circumstances.

The Company had interest rate swap contracts held with financial institutions as of December 31, 2021 and September 30, 2021, classified as Level 2 financial instruments, which are valued using observable underlying interest rates and market-determined risk premiums at the reporting date.

The Company had foreign currency forward contracts held with financial institutions as of December 31, 2021 and September 30, 2021, classified as Level 2 financial instruments, which are valued using observable forward foreign exchange rates at the reporting date.

The Company had commodity index contracts held with financial institutions as of December 31, 2021 and September 30, 2021, classified as Level 2 financial instruments, which are valued using observable commodity index rates at the reporting date.

The Company had a contingent consideration liability as of December 31, 2021 and September 30, 2021, classified as a Level 3 instrument, in conjunction with its acquisition of all aspects of the business related to iGrill and Kitchen Thermometer products from iDevices. The fair value of these estimated future cash payments was determined based on valuation methods and estimates of future cash flows. See Note 8 for further details.

The fair value of financial assets and liabilities measured on a recurring basis was as follows:

	December 31, 2021		Level 1		Level 2		Level 3
	(dollars in thousands)
Prepaid expenses and other current assets:
Foreign currency forward contracts	$	171	$	—	$	171	$	—
Commodity index contracts	2,216		—		2,216		—
Interest rate swap contracts	7,661		—		7,661		—
Total	$	10,048	$	—	$	10,048	$	—
Other long-term assets:
Interest rate swap contracts	$	24,796	$	—	$	24,796	$	—
Total	$	24,796	$	—	$	24,796	$	—
Accrued expenses:
Commodity index contracts	$	854	$	—	$	854	$	—
Interest rate swap contracts	13,231		—		13,231		—
Total	$	14,085	$	—	$	14,085	$	—
Other long-term liabilities:
Interest rate swap contracts	$	33,971	$	—	$	33,971	$	—
Contingent consideration	450		—		—		450
Total	$	34,421	$	—	$	33,971	$	450

	September 30, 2021		Level 1		Level 2		Level 3
	(dollars in thousands)
Prepaid expenses and other current assets:
Foreign currency forward contracts	$	134	$	—	$	134	$	—
Commodity index contracts	3,378		—		3,378		—
Interest rate swap contracts	8,762		—		8,762		—
Total	$	12,274	$	—	$	12,274	$	—
Other long-term assets:
Interest rate swap contracts	$	27,267	$	—	$	27,267	$	—
Total	$	27,267	$	—	$	27,267	$	—
Accrued expenses:
Interest rate swap contracts	$	14,688	$	—	$	14,688	$	—
Total	$	14,688	$	—	$	14,688	$	—
Other long-term liabilities:
Interest rate swap contracts	$	40,392	$	—	$	40,392	$	—
Contingent consideration	503		—		—		503
Total	$	40,895	$	—	$	40,392	$	503

The carrying amounts reported in the Company’s condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, and trade accounts payable approximate their fair values due to the short-term nature of these instruments. The carrying amounts reported in the Company’s condensed consolidated balance sheets for the variable rate, revolving loan facility also approximate its fair value. The fair value of the fixed rate debt is not readily determinable, because the information is not available.

XML

Stock-Based Compensation

3 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

11. Stock-Based Compensation

The Weber Inc. Omnibus Incentive Plan (the “2021 Plan”) provides for the issuance of up to 22,694,608 shares of Class A common stock in connection with equity awards granted under the 2021 Plan. The Company had three types of share-based compensation awards outstanding under the 2021 Plan: profits interest awards, options and RSUs.

Profits Interest Awards

Prior to the Company's IPO, the Company granted profits interest units with vesting periods ranging from one to five years to certain key employees in consideration for their services to or for the benefit of the Company. A portion of the profits interest units vest based on service and a portion of the awards based on service as well as the Company’s achievement of certain performance objectives associated with net sales (“hybrid units”).

The profits interest units have distribution thresholds determined on a per common unit in Weber HoldCo LLC (“LLC unit”) basis with the holder receiving, upon exercise, a value in LLC units equal to the difference between the current fair value per LLC unit less the distribution threshold. Therefore, the distribution thresholds serve as a cashless exercise price, with holders receiving their share of the value of the Company’s implied equity value in excess of the distribution threshold. Once vested, the profits interests represent profits interest ownership in the Company tied solely to the accretion, if any, in the value of the Company in excess of the distribution threshold.

On December 17, 2021, Weber Inc. paid a dividend of $0.04 per share to holders of Class A common stock. Profits interest units that were outstanding at the time of the dividend were adjusted pursuant to pre-existing anti-dilution provisions in the Company’s equity incentive plan documents. The adjustments reduced the distribution thresholds of outstanding profits interest units by the amount of the dividend per share. The adjustments did not result in incremental stock-based compensation expense as the anti-dilutive adjustments were required by pre-existing terms included within the awards.

During the three months ended December 31, 2021, there has been no activity related to the profits interest units.

The following table summarizes the Company’s profits interest units distribution thresholds as of December 31, 2021, which serve as a cashless exercise price:

Distribution Threshold (per unit)(1)	Service-Based Units Outstanding	Hybrid Units Outstanding
$5.46 – $6.96	4,142,102	—
$6.97 – $8.46	4,142,102	—
$8.47 – $9.46	5,481,420	1,185,180
$9.47 – $10.71	2,295,274	592,590
Total	16,060,898	1,777,770

_____________

(1)The exercise price of units outstanding as of December 31, 2021 reflect the non-cash adjustments to the units as a result of the cash dividend paid by the Company. As such, the distribution thresholds noted above have been reduced by $0.04 per unit to reflect the adjustment.

The Company’s outstanding profits interest awards as of December 31, 2021 are shown below. There are no vested hybrid units.

	Units Outstanding	Weighted Average Exercise Price		Weighted Average Fair Value
Nonvested service units(1)	11,713,015	$	8.17	$	8.97
Vested service units(1)(2)	4,347,883	$	7.72	$	9.15
Nonvested hybrid units(3)	1,777,770	$	9.58	$	7.88

_____________

(1)The aggregate intrinsic value of all nonvested and vested service-based units outstanding was $77.8 million.

(2)The aggregate intrinsic value of all vested service-based units was $22.5 million.

(3)The aggregate intrinsic value of all hybrid units outstanding was $5.9 million.

As of December 31, 2021, there was $30.5 million and $6.8 million of total unrecognized compensation cost related to nonvested profits interest units for service-based vesting units and hybrid units, respectively. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of 0.72 years for service-based units and 0.82 years for hybrid units.

Options

During the three months ended December 31, 2021, the Company granted options to certain employees of the Company. Options are awarded with an exercise price equal to the market price on the date of the grant and become exercisable in one to three years after grant. Options expire ten years after the date of grant. The Company granted 1,038,866 options during the three months ended December 31, 2021. The weighted average exercise price of the options granted was $18.05 per option and the weighted average fair value was $7.06 per option. During the three months ended December 31, 2021, no options vested or were forfeited. As of December 31, 2021, the outstanding options had an intrinsic value of zero.

The fair value and corresponding stock-based compensation expense for options was determined using the Black-Scholes option pricing model. The weighted-average assumptions used to estimate the fair value of the options as of December 31, 2021, were as follows:

Expected term (in years)	6.0
Risk-free interest rate	1.24	%
Expected volatility	39.01	%
Expected dividend yield	—	%

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected holding period. The Company assumed a dividend yield of zero percent when valuing the options because, as of the grant date, the Company did not have a history of paying dividends. Expected volatility is based on the expected volatility of comparable peer companies that are publicly traded. The expected term represents the period of time that awards granted are expected to be outstanding. The Company elected to use the simplified method to estimate the expected holding period because there is not sufficient information to estimate post-vesting exercise behavior. As such, the Company will continue to use this methodology until there is sufficient history to provide a reasonable basis on which to estimate the expected term.

As of December 31, 2021, there was $6.4 million of total unrecognized compensation cost related to nonvested options. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of 0.97 years.

Restricted Stock Units

During the three months ended December 31, 2021 the Company granted RSUs to certain employees of the Company. The RSUs vest over a period ranging from three months to three years. The RSUs accrue dividend equivalents associated with the underlying shares of Class A common stock as the Company declares dividends. Dividends will generally be paid to holders of RSUs in cash upon the vesting date of the associated RSU and will be forfeited if the RSU does not vest. RSUs that were converted from equity awards outstanding prior to the Company’s IPO do not accrue dividends until they are fully vested. The fair value of the RSU awards was calculated utilizing the closing day stock price on the date of grant. No RSUs were granted or outstanding during the three months ended December 31, 2020. Upon vesting of the award, the Company will issue shares of Class A common stock to the award holder. At the time of issuance, the Company will typically withhold the number of shares to satisfy the statutory withholding tax obligation and deliver the net number of resulting shares vested to award holder.

The following tables summarize the Company’s RSUs and activity during the three months ended December 31, 2021:

	Total RSUs
	Number of RSUs	Weighted Average Grant Date Fair Value
Nonvested, September 30, 2021	2,086,541	$	17.56
Granted	2,546,501	$	17.22
Vested	—	$	—
Forfeited	(27,954)	$	17.97
Nonvested, December 31, 2021	4,605,088	$	17.37

	Total RSUs
	Number of RSUs	Weighted Average Grant Date Fair Value
Vested, September 30, 2021	776,544	$	17.59
Units vested	—	$	—
Units settled	(50,196)	$	17.59
Vested, December 31, 2021	726,348	$	17.59

As of December 31, 2021, there was $61.0 million of total unrecognized compensation cost related to RSUs. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of 0.82 years.

Employee Stock Purchase Plan

In August 2021, the Board of Directors approved the Employee Stock Purchase Plan (“ESPP”). The ESPP allows eligible employees to purchase a limited number of shares of Class A common stock during pre-specified offering periods at a discount established by the Company's Compensation Committee. The purchase price will be equal to the lesser of (i) 85% of the fair market value of a share on the first trading day of the offering period and (ii) 85% of the fair market value of a share on the applicable purchase date. For the ESPP, a total of 9,077,843 shares of Class A common stock were reserved for issuance and no shares have been issued during the three months ended December 31, 2021. Withholding periods will begin on January 1, 2022.

Summary of Stock-Based Compensation Expense

The table below summarizes stock-based compensation expense recognized by award type:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Profits interest awards:
Service-based profits interest awards	$	8,984	$	2,122
Hybrid profits interest awards	2,417		—
Total profits interest awards	11,401		2,122
Options	957		—
Pre-IPO Management Incentive Compensation Plan awards	—		876
RSUs	12,007		—
Total stock-based compensation expense(1)	$	24,365	$	2,998

_____________

(1)In addition to the stock-based compensation expense recognized for the awards listed above, $1.1 million and $0.4 million of expense was recognized in relation to partial recourse notes during the three months ended December 31, 2021 and 2020, respectively. See Note 15 for further information.

XML

Segments

3 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Segments

12. Segments

The Company has three operating segments, Americas, which consists of Canada, Chile, Mexico and the United States; the European, Middle East and African regions (“EMEA”); and the Asia-Pacific region (“APAC”), which includes Australia and New Zealand. The Company’s reportable segments consist of Americas, EMEA and APAC. Corporate/Other is not an operating segment and includes unallocated corporate and certain supply chain expenses and assets (consisting primarily of cash, land, buildings and equipment, certain intangible assets (trademark) and deferred tax assets), inter-segment eliminations and other adjustments to segment results necessary for the presentation of consolidated financial results in accordance with GAAP. Internal revenue transactions between the Company’s segments are immaterial. Each operating segment derives its revenues from the provision of gas, charcoal, electric and pellet grills and related accessories to customers.

The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer (“CEO”). The CEO reviews financial information presented on a consolidated basis, accompanied by disaggregated information about the Company’s revenue and profitability, for purposes of making operating decisions, assessing financial performance and allocating resources. The CODM receives discrete financial information by segment.

The CODM reviews adjusted (loss) income from operations as the key segment measure of performance. Adjusted (loss) income from operations is defined as (loss) income from operations adjusted for unallocated net expenses, stock/unit-based compensation, impairment costs, and gain on disposal of assets held for sale. Adjusted (loss) income from operations excludes interest income, interest expense, loss from early extinguishment of debt, income taxes, and loss (gain) from investments in unconsolidated affiliates.

The information below summarizes key financial performance measures by reportable segment:

	Three Months Ended December 31, 2021
	Americas		EMEA		APAC		Corporate/Other		Total
	(dollars in thousands)
Net sales	$	156,494	$	62,985	$	63,662	$	—	$	283,141
Adjusted (loss) income from operations(1)	$	23,286	$	10,269	$	19,347	$	(102,742)	$	(49,840)
Depreciation and amortization	$	2,307	$	307	$	1,400	$	9,773	$	13,787
Capital expenditures	$	147	$	910	$	154	$	24,665	$	25,876
	Three Months Ended December 31, 2020
	Americas		EMEA		APAC		Corporate/Other		Total
	(dollars in thousands)
Net sales	$	179,290	$	65,817	$	63,771	$	—	$	308,878
Adjusted (loss) income from operations(1)	$	34,895	$	8,350	$	19,578	$	(33,553)	$	29,270
Depreciation and amortization	$	139	$	437	$	363	$	8,827	$	9,766
Capital expenditures	$	62	$	136	$	150	$	4,624	$	4,972

_____________

(1)Adjusted (loss) income from operations for each reportable segment includes cost of goods sold transfer price allocations and distribution allocations from Corporate/Other. Corporate/Other includes unallocated corporate and certain supply chain expenses and inter-segment eliminations.

Reconciliations

The information below provides a reconciliation of adjusted income from operations to (loss) income before taxes:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Segment adjusted income from operations
Americas	$	23,286	$	34,895
EMEA	10,269		8,350
APAC	19,347		19,578
Segment adjusted income from operations for reportable segments	52,902		62,823
Unallocated net expenses(1)	(116,800)		(38,203)
Adjustments to (loss) income before taxes
Stock/unit-based compensation expense	(25,511)		(3,428)
Gain on disposal of assets held for sale	—		5,185
Interest income	230		179
Interest expense	(15,761)		(14,652)
Loss from early extinguishment of debt	—		(5,448)
(Loss) income before taxes	$	(104,940)	$	6,456

_____________

(1)Unallocated net expenses includes Corporate/Other as defined in the table above and other adjustments, which include business and operational transformation costs, debt refinancing and IPO costs and COVID-19 costs.

The information below provides a reconciliation of segment assets to total consolidated assets:

	December 31, 2021
	Americas		EMEA		APAC		Corporate/Other		Total
	(dollars in thousands)
Segment assets(1)	$	218,146	$	201,209	$	51,164	$	—	$	470,519
All other(2)									1,220,369
Total assets									$	1,690,888
	September 30, 2021
	Americas		EMEA		APAC		Corporate/Other		Total
	(dollars in thousands)
Segment assets(1)	$	164,905	$	104,219	$	63,497	$	—	$	332,621
All other(2)									1,218,371
Total assets									$	1,550,992

_____________

(1)Inventory is the only segment asset reviewed by the CODM.

(2)“All other” consists of assets that are not reviewed by the CODM at a segment level: cash and cash equivalents; accounts receivable; prepaid expenses and other current assets; property, equipment and leasehold improvements, net; operating lease right-of-use assets; other long-term assets; trademarks, net; other intangible assets, net; and goodwill.

XML

Noncontrolling Interests

3 Months Ended

Dec. 31, 2021

Noncontrolling Interest [Abstract]

Noncontrolling Interests

13. Noncontrolling Interests

The noncontrolling interests balance represents the economic interests in Weber HoldCo LLC held by the Pre-IPO LLC Members. The following table summarizes the ownership of LLC Units in Weber HoldCo LLC as of December 31, 2021:

	LLC Units	Ownership Percentage
LLC Units held by Weber Inc.	52,569,898	18	%
Units held by Pre-IPO LLC Members	234,645,219	82	%
Balance at end of period	287,215,117	100	%

The noncontrolling interest holders have the right to exchange an LLC unit along with a share of Class B common stock ("Paired Interests") for Class A common stock. As such, future exchanges of Paired Interests by noncontrolling interest holders will result in a change in ownership and decrease or increase the amount recorded as noncontrolling interests and increase or decrease additional paid-in capital when Weber HoldCo LLC has positive or negative net assets, respectively. As of December 31, 2021, no Pre-IPO LLC members have exchanged any Paired Interests.

XML

Earnings (Loss) Per Share

3 Months Ended

Dec. 31, 2021

Earnings Per Unit [Abstract]

Earnings (Loss) Per Share

14. Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income attributable to Weber Inc. by the weighted average number of Class A common stock outstanding during the period. The weighted average number of Class A common stock outstanding during the period includes both the weighted average of Class A common stock outstanding as well as the weighted average of vested RSUs outstanding during the period. Shares of Class B common stock do not share in earnings and are not participating securities. Accordingly, separate presentation of loss per share of Class B common stock under the two-class method has not been presented. Diluted earnings (loss) per share is calculated by giving effect to the potentially dilutive weighted average impact of profits interest awards, options, RSUs and HoldCo LLC Units that are convertible into shares of our Class A common stock when paired with an equal number of shares of Class B common stock.

Prior to the IPO, the Weber-Stephen Products LLC structure included only LLC common units issued and outstanding to pre-IPO LLC members. The Company analyzed the calculation of earnings per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. Therefore, earnings per share information has not been presented for the prior period.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share of Class A common stock is as follows:

	Three Months Ended December 31, 2021
	(in thousands, except shares and per share data)
Numerator - basic:
Net loss	$	(74,553)
Less: Net loss attributable to noncontrolling interests	(91,330)
Net income attributable to Weber Inc. - basic	$	16,777
Numerator - diluted:
Net income attributable to Weber Inc. - basic	16,777
Net income (loss) effect of dilutive securities:
Add: Net loss attributable to dilutive impact of Paired Interests(1)	(71,380)
Net loss attributable to Weber Inc. - diluted	$	(54,603)
Denominator - basic:
Weighted average of Class A common stock outstanding - basic	53,309,932
Net income per Class A common stock - basic	$	0.31
Denominator - diluted:
Weighted average of Class A common stock outstanding - basic	53,309,932
Weighted average effect of dilutive securities:
Add: Class A common stock assumed exchange for Paired Interests(2)	234,645,219
Weighted average Class A common stock outstanding - diluted	287,955,151
Net loss per Class A common stock - diluted	$	(0.19)

_____________

(1) This adjustment assumes after-tax elimination of noncontrolling interests due to the assumed exchange of all Paired Interests for shares of Class A common stock in Weber Inc. as of the beginning of the period following the if-converted method for calculating diluted net loss per share.

(2)     The diluted weighted average shares outstanding of Class A common stock includes the effects of the if-converted method to reflect the assumed exchange of all Paired Interests on a one-for-one basis for shares of Class A common stock in Weber Inc.

The following number of weighted average potentially dilutive shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been anti-dilutive.

	Three Months Ended December 31,2021
Profits interest awards	5,053,269
Options	1,038,866
RSUs	4,605,088

XML

Member Notes

3 Months Ended

Dec. 31, 2021

Related Party Transactions [Abstract]

Member Notes

15. Member Notes

During the three months ended December 31, 2021, the Company received $10.6 million from certain borrowers for repayment of the outstanding balance, including accrued interest, of partial recourse member notes and $0.8 million for repayment of the outstanding balance, including accrued interest, of full recourse member notes. As partial recourse notes are not reflected in the condensed consolidated financial statements, the repayment of the partial recourse notes was accounted for as an equity issuance of the 1,072,849 LLC units (along with an equal number of shares of Class B common stock).

The Company recognized $1.1 million in stock-based compensation expense during the three months ended December 31, 2021 related to the repayment of partial recourse notes, as the early repayment was considered a

modification to the loan term of the partial recourse notes. The Company recognized $0.4 million in unit-based compensation expense during the three months ended December 31, 2020 related to the issuance of partial recourse notes. The total amount due from members on the notes receivable, including interest, was zero and $11.3 million as of December 31, 2021 and September 30, 2021, respectively.

XML

General (Policies)

3 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation

The condensed consolidated financial statements of Weber Inc. were prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) for interim reporting. In management’s opinion, the interim financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results of financial position, operations and cash flows for the periods presented. The results of operations for the period ended December 31, 2021 are not necessarily indicative of the operating results expected for the full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021.

Principles of Consolidation

The condensed consolidated financial statements include the accounts and operations of the Company and its subsidiaries. Weber HoldCo LLC is considered a variable interest entity. Weber Inc. is the primary beneficiary of Weber HoldCo LLC and has decision making authority that significantly affects the economic performance of this entity. As a result, Weber Inc. consolidates the financial statements of Weber HoldCo LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. Noncontrolling interests reflect the entitlement of the owners of Weber-Stephen Products LLC’s outstanding equity interests prior to the IPO (“Pre-IPO LLC Members”) to a portion of Weber HoldCo LLC’s net income (loss).

As the Reorganization Transactions are considered transactions between entities under common control, the condensed consolidated financial statements for periods prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Prior to the Reorganization Transactions, Weber Inc. had no operations.

Fiscal Year

Fiscal Year The Company’s fiscal year runs from October 1 through September 30. All references to years are to fiscal years unless otherwise stated.

Use of Estimates

Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The effect of the change in the estimates will be recognized in the current period of the change.

Seasonality

Seasonality Although the Company generally has demand for its products throughout the year, the Company’s sales have historically experienced some seasonality. The Company has typically experienced its highest level of sales of its products in the second and third fiscal quarters as retailers across North America and Europe changeover their floor sets, build inventory and fulfill consumer demand for outdoor cooking products. Sales are typically lower during the first and fourth fiscal quarters, with the exception of the Australia/New Zealand business which is counter seasonal to the balance of the business.

Allowance for Current Expected Credit Losses

Allowance for Current Expected Credit Losses

The Company estimates its expected credit losses based on historical experience, the aging of accounts receivable, consideration of current economic conditions and its expectations of future economic conditions. The allowance for expected credit losses was $2.3 million and $2.6 million as of December 31, 2021 and September 30, 2021, respectively.

New Accounting Pronouncements Recently Adopted

New Accounting Pronouncements Recently Adopted

In March 2020, the the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This ASU is effective for all entities beginning as of its date of effectiveness, March 12, 2020. The guidance is temporary and can be applied through December 31, 2022. The guidance has not impacted the condensed consolidated financial statements to date. The Company will continue to monitor the impact of the ASU on our condensed consolidated financial statements in the future.

New Accounting Pronouncements Issued but Not Yet Adopted

New Accounting Pronouncements Issued but Not Yet Adopted No recent accounting pronouncements were issued by the FASB that are believed by management to have a material impact on the Company’s future financial statements.

XML

General (Tables)

3 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Components of Inventory

The components of inventory are as follows:

	December 31, 2021		September 30, 2021
	(dollars in thousands)
Work-in-process and materials	$	89,922	$	60,367
Finished products	380,597		272,254
Total inventories, net	$	470,519	$	332,621

XML

Acquisitions (Tables)

3 Months Ended

Dec. 31, 2021

Business Acquisition [Line Items]

Summary of preliminary valuations and subject to final adjustment, allocated to intangible assets

The useful lives assigned to intangible assets were as follows (in years):

	Useful Lives
Trade names and trademarks	20.0
Developed software / patented technology	15.0
Non-competition / restrictive covenant agreements	3.0
Total weighted average useful life	15.2

June Acquisition

Business Acquisition [Line Items]

Summary of Preliminary Composition of the Purchase Price

The composition of the purchase price recorded for June was as follows (dollars in thousands):

Cash	$	108,285
Fair value of equity interest	24,144
Settlement of existing contractual relationship	9,776
Total	$	142,205

Summary of the Preliminary Allocation of Purchase Price

The allocation of purchase price recorded for June was as follows (dollars in thousands):

Cash	$	6,046
Inventory	480
Accounts receivable	85
Prepaid expenses and other current assets	617
Property and equipment	104
Intangibles	109,700
Goodwill	53,193
Accounts payable	(870)
Accrued expenses	(2,670)
Other long-term liabilities	(24,480)
Total	$	142,205

Summary of preliminary valuations and subject to final adjustment, allocated to intangible assets

The gross carrying amounts allocated to intangible assets were as follows (dollars in thousands):

Trade names and trademarks	$	17,000
Developed software / patented technology	87,000
Non-competition / restrictive covenant agreements	5,700
Total	$	109,700

RMC Acquisition

Business Acquisition [Line Items]

Summary of Preliminary Composition of the Purchase Price

The composition of the purchase price recorded for RMC was as follows (dollars in thousands):

Cash	$	26,275
Equity consideration issued by the Company	14,582
Total	$	40,857

Summary of the Preliminary Allocation of Purchase Price

The allocation of purchase price recorded for RMC was as follows (dollars in thousands):

Property and equipment	$	432
Reacquired rights	14,300
Other long-term assets	410
Goodwill	27,120
Accrued expenses	(1,405)
Total	$	40,857

XML

Goodwill and Other Intangibles (Tables)

3 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Company's Goodwill

Goodwill allocated to the Company's reportable segments and changes in the carrying amount of goodwill during the three months ended December 31, 2021 is shown below.

	Americas		EMEA		APAC		Total
	(dollars in thousands)
Balance as of September 30, 2021	$	73,696	$	10,589	$	26,327	$	110,612
Acquisitions(1)	(1,284)		—		—		(1,284)
Foreign exchange	—		(186)		38		(148)
Balance as of December 31, 2021	$	72,412	$	10,403	$	26,365	$	109,180

_____________

(1)Represents a measurement period adjustment related to the June acquisition. See Note 2 for further information.

Summary of Company's Intangible Assets

The Company’s intangible assets consist of the following:

	December 31, 2021
	Weighted-Average Remaining Amortization Years	Gross Carrying  Amount		Accumulated  Amortization		Net Book  Value
		(dollars in thousands)
Trademark—Weber	N/A	$	310,000	$	—	$	310,000
Trademarks—Other	14.3	55,900		(8,925)		46,975
Trademarks, net		365,900		(8,925)		356,975
Customer lists	9.0	91,361		(51,681)		39,680
Patents	7.3	3,428		(1,454)		1,974
In-process research and development	5.1	4,500		(2,213)		2,287
Developed technology	14.1	87,000		(5,589)		81,411
Reacquired rights	2.6	13,641		(3,069)		10,572
Non-compete agreement	2.1	5,700		(1,831)		3,869
Other intangible assets, net		205,630		(65,837)		139,793
Total		$	571,530	$	(74,762)	$	496,768

	September 30, 2021
	Gross Carrying  Amount		Accumulated  Amortization		Net Book  Value
	(dollars in thousands)
Trademark—Weber	$	310,000	$	—	$	310,000
Trademarks—Other	55,900		(8,079)		47,821
Trademarks, net	365,900		(8,079)		357,821
Customer lists	91,563		(50,483)		41,080
Patents	49,428		(47,389)		2,039
In-process research and development	4,500		(2,100)		2,400
Developed technology	87,000		(4,139)		82,861
Reacquired rights	13,568		(2,035)		11,533
Non-compete agreement	6,300		(1,956)		4,344
Other intangible assets, net	252,359		(108,102)		144,257
Total	$	618,259	$	(116,181)	$	502,078

XML

Property, Equipment and Leasehold Improvements (Tables)

3 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Summary of Property, Equipment and Leasehold Improvements, Net

Property, equipment and leasehold improvements, net consists of the following:

	December 31, 2021		September 30, 2021
	(dollars in thousands)
Land	$	6,453	$	6,453
Buildings	49,009		44,829
Computer equipment and software	79,836		79,286
Equipment	252,372		238,601
Leasehold improvements	12,638		13,156
Construction-in-progress	32,158		32,547
	432,466		414,872
Accumulated depreciation	(259,507)		(252,043)
Total	$	172,959	$	162,829

XML

Debt (Tables)

3 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Summary of Long-term Debt

Long-term debt consists of the following:

	December 31, 2021	September 30, 2021
	(dollars in thousands)
Secured Credit Facility Term Loan, due October 2027	1,017,400	1,020,525
Secured Credit Facility Revolving Loan	161,000	—
Total borrowings	1,178,400	1,020,525
Deferred financing costs	(17,025)	(17,692)
Original issue discount	(5,307)	(5,515)
Total debt	1,156,068	997,318
Less: Current portion of long-term debt and other borrowings	(173,500)	(12,500)
Total long-term debt	982,568	984,818

XML

Derivative Instruments (Tables)

3 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Notional Amounts of Outstanding Derivative Positions

The notional values of the Company’s outstanding interest rate swap contracts were as follows:

	December 31, 2021		September 30, 2021
	(dollars in thousands)
Interest rate swap contracts	$	1,220,000	$	1,220,000

The notional values of the Company’s outstanding foreign currency forward contracts were as follows:

	December 31, 2021		September 30, 2021
	(dollars in thousands)
Foreign currency forward contracts	$	7,992	$	28,254

Summary of Derivative Instruments, Gain (Loss)

For derivatives designated as cash flow hedges, the gain (loss) recognized in Other comprehensive (loss) income was:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Interest rate swap contracts	$	2,880	$	1,219
Foreign currency forward contracts	—		(90)
Total gain recognized	$	2,880	$	1,129

The Company recorded a corresponding loss (gain) on the change in fair market value as follows:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Commodity index contracts	$	221	$	(3,803)

Schedule of Derivatives Designated as Cash Flow Hedges

For derivatives designated as cash flow hedges, the gain reclassified from Accumulated other comprehensive income (loss) into the condensed consolidated statements of operations was:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Interest rate swap contracts	$	2,673	$	2,448
Foreign currency forward contracts	—		132
Total gain recognized	$	2,673	$	2,580

Schedule of Foreign Exchange Contracts, Statement of Financial Position

For derivatives de-designated as cash flow hedges and economic hedges on foreign currency denominated receivables, the (gain) loss recognized directly into Foreign currency loss (gain) in the condensed consolidated statements of operations was:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Foreign currency forward contracts	$	(320)	$	1,507

The notional values of the Company’s outstanding commodity index contracts were as follows:

	December 31, 2021	September 30, 2021
	(volumes in pounds)
Aluminum index contracts	4,500,000	7,200,000
Steel index contracts	25,500,000	700,000

XML

Commitments and Contingencies (Tables)

3 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Product Warranty Liability

The following is an analysis of product warranty reserves and charges against those reserves (dollars in thousands):

Balance at September 30, 2021	$	28,300
Accrual for warranties issued	1,716
Warranty settlements made	(1,381)
Balance at December 31, 2021	$	28,635

XML

Fair Value of Financial Instruments (Tables)

3 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis

The fair value of financial assets and liabilities measured on a recurring basis was as follows:

	December 31, 2021		Level 1		Level 2		Level 3
	(dollars in thousands)
Prepaid expenses and other current assets:
Foreign currency forward contracts	$	171	$	—	$	171	$	—
Commodity index contracts	2,216		—		2,216		—
Interest rate swap contracts	7,661		—		7,661		—
Total	$	10,048	$	—	$	10,048	$	—
Other long-term assets:
Interest rate swap contracts	$	24,796	$	—	$	24,796	$	—
Total	$	24,796	$	—	$	24,796	$	—
Accrued expenses:
Commodity index contracts	$	854	$	—	$	854	$	—
Interest rate swap contracts	13,231		—		13,231		—
Total	$	14,085	$	—	$	14,085	$	—
Other long-term liabilities:
Interest rate swap contracts	$	33,971	$	—	$	33,971	$	—
Contingent consideration	450		—		—		450
Total	$	34,421	$	—	$	33,971	$	450

	September 30, 2021		Level 1		Level 2		Level 3
	(dollars in thousands)
Prepaid expenses and other current assets:
Foreign currency forward contracts	$	134	$	—	$	134	$	—
Commodity index contracts	3,378		—		3,378		—
Interest rate swap contracts	8,762		—		8,762		—
Total	$	12,274	$	—	$	12,274	$	—
Other long-term assets:
Interest rate swap contracts	$	27,267	$	—	$	27,267	$	—
Total	$	27,267	$	—	$	27,267	$	—
Accrued expenses:
Interest rate swap contracts	$	14,688	$	—	$	14,688	$	—
Total	$	14,688	$	—	$	14,688	$	—
Other long-term liabilities:
Interest rate swap contracts	$	40,392	$	—	$	40,392	$	—
Contingent consideration	503		—		—		503
Total	$	40,895	$	—	$	40,392	$	503

XML

Stock-Based Compensation (Tables)

3 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Summary of Profit Interest Units and their Corresponding Distribution Thresholds

The following table summarizes the Company’s profits interest units distribution thresholds as of December 31, 2021, which serve as a cashless exercise price:

Distribution Threshold (per unit)(1)	Service-Based Units Outstanding	Hybrid Units Outstanding
$5.46 – $6.96	4,142,102	—
$6.97 – $8.46	4,142,102	—
$8.47 – $9.46	5,481,420	1,185,180
$9.47 – $10.71	2,295,274	592,590
Total	16,060,898	1,777,770

_____________

(1)The exercise price of units outstanding as of December 31, 2021 reflect the non-cash adjustments to the units as a result of the cash dividend paid by the Company. As such, the distribution thresholds noted above have been reduced by $0.04 per unit to reflect the adjustment.

Summary of Profits Interest Units Activity

The Company’s outstanding profits interest awards as of December 31, 2021 are shown below. There are no vested hybrid units.

	Units Outstanding	Weighted Average Exercise Price		Weighted Average Fair Value
Nonvested service units(1)	11,713,015	$	8.17	$	8.97
Vested service units(1)(2)	4,347,883	$	7.72	$	9.15
Nonvested hybrid units(3)	1,777,770	$	9.58	$	7.88

_____________

(1)The aggregate intrinsic value of all nonvested and vested service-based units outstanding was $77.8 million.

(2)The aggregate intrinsic value of all vested service-based units was $22.5 million.

(3)The aggregate intrinsic value of all hybrid units outstanding was $5.9 million.

The following tables summarize the Company’s RSUs and activity during the three months ended December 31, 2021:

	Total RSUs
	Number of RSUs	Weighted Average Grant Date Fair Value
Nonvested, September 30, 2021	2,086,541	$	17.56
Granted	2,546,501	$	17.22
Vested	—	$	—
Forfeited	(27,954)	$	17.97
Nonvested, December 31, 2021	4,605,088	$	17.37

	Total RSUs
	Number of RSUs	Weighted Average Grant Date Fair Value
Vested, September 30, 2021	776,544	$	17.59
Units vested	—	$	—
Units settled	(50,196)	$	17.59
Vested, December 31, 2021	726,348	$	17.59

Summary of Weighted Average Assumptions Used to Estimate the Fair Value of the Profits Interest Units which are outstanding

The weighted-average assumptions used to estimate the fair value of the options as of December 31, 2021, were as follows:

Expected term (in years)	6.0
Risk-free interest rate	1.24	%
Expected volatility	39.01	%
Expected dividend yield	—	%

Schedule of Summary of stock-based compensation expense recognized by award type

The table below summarizes stock-based compensation expense recognized by award type:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Profits interest awards:
Service-based profits interest awards	$	8,984	$	2,122
Hybrid profits interest awards	2,417		—
Total profits interest awards	11,401		2,122
Options	957		—
Pre-IPO Management Incentive Compensation Plan awards	—		876
RSUs	12,007		—
Total stock-based compensation expense(1)	$	24,365	$	2,998

_____________

(1)In addition to the stock-based compensation expense recognized for the awards listed above, $1.1 million and $0.4 million of expense was recognized in relation to partial recourse notes during the three months ended December 31, 2021 and 2020, respectively. See Note 15 for further information.

XML

Segments (Tables)

3 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Summary of Key Financial Performance Measures by Reportable Segment

The information below summarizes key financial performance measures by reportable segment:

	Three Months Ended December 31, 2021
	Americas		EMEA		APAC		Corporate/Other		Total
	(dollars in thousands)
Net sales	$	156,494	$	62,985	$	63,662	$	—	$	283,141
Adjusted (loss) income from operations(1)	$	23,286	$	10,269	$	19,347	$	(102,742)	$	(49,840)
Depreciation and amortization	$	2,307	$	307	$	1,400	$	9,773	$	13,787
Capital expenditures	$	147	$	910	$	154	$	24,665	$	25,876
	Three Months Ended December 31, 2020
	Americas		EMEA		APAC		Corporate/Other		Total
	(dollars in thousands)
Net sales	$	179,290	$	65,817	$	63,771	$	—	$	308,878
Adjusted (loss) income from operations(1)	$	34,895	$	8,350	$	19,578	$	(33,553)	$	29,270
Depreciation and amortization	$	139	$	437	$	363	$	8,827	$	9,766
Capital expenditures	$	62	$	136	$	150	$	4,624	$	4,972

_____________

(1)Adjusted (loss) income from operations for each reportable segment includes cost of goods sold transfer price allocations and distribution allocations from Corporate/Other. Corporate/Other includes unallocated corporate and certain supply chain expenses and inter-segment eliminations.

Summary of Reconciliation of Adjusted Income From Operations to Income Before Taxes

The information below provides a reconciliation of adjusted income from operations to (loss) income before taxes:

	Three Months Ended December 31,
	2021		2020
	(dollars in thousands)
Segment adjusted income from operations
Americas	$	23,286	$	34,895
EMEA	10,269		8,350
APAC	19,347		19,578
Segment adjusted income from operations for reportable segments	52,902		62,823
Unallocated net expenses(1)	(116,800)		(38,203)
Adjustments to (loss) income before taxes
Stock/unit-based compensation expense	(25,511)		(3,428)
Gain on disposal of assets held for sale	—		5,185
Interest income	230		179
Interest expense	(15,761)		(14,652)
Loss from early extinguishment of debt	—		(5,448)
(Loss) income before taxes	$	(104,940)	$	6,456

_____________

(1)Unallocated net expenses includes Corporate/Other as defined in the table above and other adjustments, which include business and operational transformation costs, debt refinancing and IPO costs and COVID-19 costs.

Summary of Reconcilaition of Segment Assets to Total Consolidated Assets

The information below provides a reconciliation of segment assets to total consolidated assets:

	December 31, 2021
	Americas		EMEA		APAC		Corporate/Other		Total
	(dollars in thousands)
Segment assets(1)	$	218,146	$	201,209	$	51,164	$	—	$	470,519
All other(2)									1,220,369
Total assets									$	1,690,888
	September 30, 2021
	Americas		EMEA		APAC		Corporate/Other		Total
	(dollars in thousands)
Segment assets(1)	$	164,905	$	104,219	$	63,497	$	—	$	332,621
All other(2)									1,218,371
Total assets									$	1,550,992

_____________

(1)Inventory is the only segment asset reviewed by the CODM.

(2)“All other” consists of assets that are not reviewed by the CODM at a segment level: cash and cash equivalents; accounts receivable; prepaid expenses and other current assets; property, equipment and leasehold improvements, net; operating lease right-of-use assets; other long-term assets; trademarks, net; other intangible assets, net; and goodwill.

XML

Noncontrolling Interests (Tables)

3 Months Ended

Dec. 31, 2021

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interest

The noncontrolling interests balance represents the economic interests in Weber HoldCo LLC held by the Pre-IPO LLC Members. The following table summarizes the ownership of LLC Units in Weber HoldCo LLC as of December 31, 2021:

	LLC Units	Ownership Percentage
LLC Units held by Weber Inc.	52,569,898	18	%
Units held by Pre-IPO LLC Members	234,645,219	82	%
Balance at end of period	287,215,117	100	%

XML

Earnings (Loss) Per Share (Tables)

3 Months Ended

Dec. 31, 2021

Earnings Per Unit [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share of Class A common stock is as follows:

	Three Months Ended December 31, 2021
	(in thousands, except shares and per share data)
Numerator - basic:
Net loss	$	(74,553)
Less: Net loss attributable to noncontrolling interests	(91,330)
Net income attributable to Weber Inc. - basic	$	16,777
Numerator - diluted:
Net income attributable to Weber Inc. - basic	16,777
Net income (loss) effect of dilutive securities:
Add: Net loss attributable to dilutive impact of Paired Interests(1)	(71,380)
Net loss attributable to Weber Inc. - diluted	$	(54,603)
Denominator - basic:
Weighted average of Class A common stock outstanding - basic	53,309,932
Net income per Class A common stock - basic	$	0.31
Denominator - diluted:
Weighted average of Class A common stock outstanding - basic	53,309,932
Weighted average effect of dilutive securities:
Add: Class A common stock assumed exchange for Paired Interests(2)	234,645,219
Weighted average Class A common stock outstanding - diluted	287,955,151
Net loss per Class A common stock - diluted	$	(0.19)

_____________

(1) This adjustment assumes after-tax elimination of noncontrolling interests due to the assumed exchange of all Paired Interests for shares of Class A common stock in Weber Inc. as of the beginning of the period following the if-converted method for calculating diluted net loss per share.

(2)     The diluted weighted average shares outstanding of Class A common stock includes the effects of the if-converted method to reflect the assumed exchange of all Paired Interests on a one-for-one basis for shares of Class A common stock in Weber Inc.

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following number of weighted average potentially dilutive shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been anti-dilutive.

	Three Months Ended December 31,2021
Profits interest awards	5,053,269
Options	1,038,866
RSUs	4,605,088

XML

General - Narrative (Detail) $ in Millions	Dec. 31, 2021 USD ($) country	Sep. 30, 2021 USD ($)
Accounting Policies [Abstract]
Number of countries in which entity operates | country	78
Allowance for expected credit loss | $	$ 2.3	$ 2.6

XML

General - Summary of Components of Inventory (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 30, 2021
Accounting Policies [Abstract]
Work-in-process and materials	$ 89,922	$ 60,367
Finished products	380,597	272,254
Total inventories, net	$ 470,519	$ 332,621

XML

Acquisitions - Narrative (Detail) - USD ($) $ in Thousands			3 Months Ended
	Apr. 01, 2021	Jan. 12, 2021	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021
Business Acquisition [Line Items]
Loss from investments in unconsolidated affiliates			$ 0	$ 1,405
Goodwill			109,180		$ 110,612
Reduction in accrued expenses from change in fair value of liability			$ (1,300)
June Acquisition
Business Acquisition [Line Items]
Fair value of equity interest		$ 24,144
Increase in goodwill		9,800
Goodwill		53,193
Goodwill, expected tax deductible amount		0
Deferred tax liabilities		24,500
Useful lives (in years)			15 years 2 months 12 days
June Acquisition | Loss Gain From Investments In Unconsolidated Affiliates
Business Acquisition [Line Items]
Loss from investments in unconsolidated affiliates				$ 1,400
June Acquisition | Selling, General and Administrative Expenses
Business Acquisition [Line Items]
Acquisition related costs		$ 1,200
RMC Acquisition
Business Acquisition [Line Items]
Increase in goodwill	$ 27,100
Goodwill	27,120
RMC Acquisition | Selling, General and Administrative Expenses
Business Acquisition [Line Items]
Net deferred tax assets	400
RMC Acquisition | Contractual Rights
Business Acquisition [Line Items]
Acquisition related costs	$ 300
Useful lives (in years)	3 years 3 months 18 days

XML

Acquisitions - Summary of Preliminary Composition of the Purchase Price (Detail) - USD ($) $ in Thousands	Apr. 01, 2021	Jan. 12, 2021
June Acquisition
Schedule of Business Combination Consideration Transferred [Line Items]
Cash		$ 108,285
Fair value of equity interest		24,144
Settlement of existing contractual relationship		9,776
Total		$ 142,205
RMC Acquisition
Schedule of Business Combination Consideration Transferred [Line Items]
Cash	$ 26,275
Equity consideration issued by the Company	14,582
Total	$ 40,857

XML

Acquisitions - Summary of the Preliminary Allocation of Purchase Price (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 30, 2021	Apr. 01, 2021	Jan. 12, 2021
Business Acquisition [Line Items]
Goodwill	$ 109,180	$ 110,612
June Acquisition
Business Acquisition [Line Items]
Cash				$ 6,046
Inventory				480
Accounts receivable				85
Prepaid expenses and other current assets				617
Property and equipment				104
Intangibles				109,700
Goodwill				53,193
Accounts payable				(870)
Accrued expenses				(2,670)
Other long-term liabilities				(24,480)
Total				$ 142,205
RMC Acquisition
Business Acquisition [Line Items]
Property and equipment			$ 432
Intangibles			14,300
Other long-term assets			410
Goodwill			27,120
Accrued expenses			(1,405)
Total			$ 40,857

XML

Acquisitions - Summary of Preliminary Valuations and Subject to Final Adjustment, Allocated to Intangible Assets (Detail) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jan. 12, 2021
June Acquisition
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount			$ 109,700
Useful lives (in years)	15 years 2 months 12 days
Trade names and trademarks | June Acquisition
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount			17,000
Useful lives (in years)	20 years
Developed software / patented technology
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 87,000	$ 87,000
Developed software / patented technology | June Acquisition
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount			87,000
Useful lives (in years)	15 years
Non-competition / restrictive covenant agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 5,700	$ 6,300
Non-competition / restrictive covenant agreements | June Acquisition
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount			$ 5,700
Useful lives (in years)	3 years

XML

Goodwill and Other Intangibles - Summary of Company's Goodwill (Detail) $ in Thousands	3 Months Ended
	Dec. 31, 2021 USD ($)
Goodwill [Line Items]
Beginning Balance	$ 110,612
Acquisitions	(1,284)
Foreign exchange	(148)
Ending Balance	109,180
Americas
Goodwill [Line Items]
Beginning Balance	73,696
Acquisitions	(1,284)
Foreign exchange	0
Ending Balance	72,412
EMEA
Goodwill [Line Items]
Beginning Balance	10,589
Acquisitions	0
Foreign exchange	(186)
Ending Balance	10,403
APAC
Goodwill [Line Items]
Beginning Balance	26,327
Acquisitions	0
Foreign exchange	38
Ending Balance	$ 26,365

XML

Goodwill and Other Intangibles - Summary of Company's Intangible Assets (Detail) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2021	Sep. 30, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount, Trademarks, net	$ 571,530	$ 618,259
Net Book Value	496,768	502,078
Finite-Lived Intangible Assets, Net [Abstract]
Accumulated Amortization	$ (74,762)	(116,181)
Trademarks—Other
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Years	14 years 3 months 18 days
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	$ 55,900	55,900
Accumulated Amortization	(8,925)	(8,079)
Net Book Value	46,975	47,821
Trademarks, net
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount, Trademarks, net	365,900	365,900
Net Book Value	356,975	357,821
Finite-Lived Intangible Assets, Net [Abstract]
Accumulated Amortization	$ (8,925)	(8,079)
Customer lists
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Years	9 years
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	$ 91,361	91,563
Accumulated Amortization	(51,681)	(50,483)
Net Book Value	$ 39,680	41,080
Patents
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Years	7 years 3 months 18 days
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	$ 3,428	49,428
Accumulated Amortization	(1,454)	(47,389)
Net Book Value	$ 1,974	2,039
In-process research and development
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Years	5 years 1 month 6 days
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	$ 4,500	4,500
Accumulated Amortization	(2,213)	(2,100)
Net Book Value	$ 2,287	2,400
Developed technology
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Years	14 years 1 month 6 days
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	$ 87,000	87,000
Accumulated Amortization	(5,589)	(4,139)
Net Book Value	$ 81,411	82,861
Reacquired rights
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Years	2 years 7 months 6 days
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	$ 13,641	13,568
Accumulated Amortization	(3,069)	(2,035)
Net Book Value	$ 10,572	11,533
Non-compete agreement
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Years	2 years 1 month 6 days
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	$ 5,700	6,300
Accumulated Amortization	(1,831)	(1,956)
Net Book Value	3,869	4,344
Other intangible assets, net
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	205,630	252,359
Accumulated Amortization	(65,837)	(108,102)
Net Book Value	139,793	144,257
Trademark—Weber
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount, Trademarks - Weber	310,000	310,000
Net Book Value	$ 310,000	$ 310,000

XML

Goodwill and Other Intangibles - Narrative (Detail) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 5,174	$ 3,017

XML

Property, Equipment and Leasehold Improvements - Summary of Property, Equipment and Leasehold Improvements, Net (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 30, 2021
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 432,466	$ 414,872
Accumulated depreciation	(259,507)	(252,043)
Total	172,959	162,829
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	6,453	6,453
Buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	49,009	44,829
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	79,836	79,286
Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	252,372	238,601
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	12,638	13,156
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 32,158	$ 32,547

XML

Property, Equipment and Leasehold Improvements - Narrative (Detail) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 8,613	$ 6,749
Amortization of capitalized software costs	1,900	$ 1,700
Unamortized software costs	$ 32,600		$ 29,100

XML

Debt - Summary of Long-term Debt (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 30, 2021
Debt Instrument [Line Items]
Less: Current portion of long-term debt and other borrowings	$ (173,500)	$ (12,500)
Long-term debt, less current portion	982,568	984,818
Long-term Debt
Debt Instrument [Line Items]
Long-term debt	1,156,068	997,318
Total borrowings	1,178,400	1,020,525
Deferred financing costs	(17,025)	(17,692)
Original issue discount	(5,307)	(5,515)
Total debt	1,156,068	997,318
Less: Current portion of long-term debt and other borrowings	(173,500)	(12,500)
Long-term debt, less current portion	982,568	984,818
Long-term Debt | Secured Credit Facility Term Loan, due October 2027
Debt Instrument [Line Items]
Long-term debt	1,017,400	1,020,525
Total debt	1,017,400	1,020,525
Long-term Debt | Secured Credit Facility Revolving Loan
Debt Instrument [Line Items]
Long-term debt	161,000	0
Total debt	$ 161,000	$ 0

XML

Debt - Narrative (Detail) - USD ($) $ in Millions	Dec. 31, 2021	Oct. 30, 2020
Revolving Loan
Debt Instrument [Line Items]
Fair value of amount outstanding	$ 161.0
Line of credit facility, remaining borrowing capacity	132.4
Secured Credit Facility
Debt Instrument [Line Items]
Long-term debt		$ 1,250.0
Line of credit facility, maximum borrowing capacity		$ 300.0
Letter of Credit | Revolving Loan
Debt Instrument [Line Items]
Letters of credit outstanding, amount	$ 6.6

XML

Derivative Instruments - Summary of Company's Outstanding Interest Rate Swap Contracts (Detail) - USD ($)	Dec. 31, 2021	Sep. 30, 2021
Interest rate swap contracts
Derivative [Line Items]
Interest rate swap and foreign currency contracts	$ 1,220,000,000	$ 1,220,000,000

XML

Derivative Instruments - Narrative (Detail) - USD ($)		3 Months Ended
	Oct. 30, 2020	Dec. 31, 2021	Sep. 30, 2021
Unrealized losses recorded in AOCI	$ 38,200,000
Derivative, floor interest rate	0.75%
Derivative, cost of hedge net of cash received	$ 0
Derivative instruments estimated gain loss net		$ 10,200,000
Interest rate swap contracts
Derivative, term of contract	3 years
Interest rate swap and foreign currency contracts		$ 1,220,000,000	$ 1,220,000,000
Hybrid Instrument | Interest rate swap contracts
Interest rate swap and foreign currency contracts	$ 500,000,000.0
Derivative, basis spread description	one-month LIBOR
Derivative, frequency of settlement terms	monthly basis
Derivative, fixed interest rate	2.2025%
Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swap contracts
Interest rate swap and foreign currency contracts	$ 360,000,000.0
Not Designated as Hedging Instrument, Economic Hedge | Interest rate swap contracts
Interest rate swap and foreign currency contracts	360,000,000.0
Not Designated as Hedging Instrument | Interest rate swap contracts
Interest rate swap and foreign currency contracts	$ 360,000,000.0

XML

Derivative Instruments - Summary of Foreign Currency Forward Contracts (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 30, 2021
Foreign currency forward contracts
Derivative [Line Items]
Interest rate swap and foreign currency contracts	$ 7,992	$ 28,254

XML

Derivative Instruments - Summary of the (Loss) Gain Recognized in Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (loss) recognized in Other comprehensive (loss) income	$ 5,316	$ 3,709
Cash Flow Hedging | Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (loss) recognized in Other comprehensive (loss) income	2,880	1,129
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate swap contracts
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (loss) recognized in Other comprehensive (loss) income	2,880	1,219
Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency forward contracts
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (loss) recognized in Other comprehensive (loss) income	$ 0	$ (90)

XML

Derivative Instruments - Summary of Cash Flow Hedges (Detail) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total gain recognized		$ 2,580
Cash Flow Hedging | Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total gain recognized	$ 2,673	2,580
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate swap contracts
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total gain recognized	2,673	2,448
Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency forward contracts
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total gain recognized	$ 0	$ 132

XML

Derivative Instruments - Summary of Foreign Currency (Detail) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Foreign Currency Gain (Loss) | Foreign currency forward contracts
Derivative Instruments, Gain (Loss) [Line Items]
Foreign currency forward contracts	$ (320)	$ 1,507

XML

Derivative Instruments - Schedule of Notional Amounts of Commodity Index (Details) - lb lb in Millions	Dec. 31, 2021	Sep. 30, 2021
Aluminum index contracts
Derivatives, Fair Value [Line Items]
Derivative nonmonetary notional amount (in pounds)	4.5	7.2
Steel index contracts
Derivatives, Fair Value [Line Items]
Derivative nonmonetary notional amount (in pounds)	25.5	0.7

XML

Derivative Instruments - Schedule of loss (gain) on change in fair market value (Detail) - Commodity Contract - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Derivative Instruments, Gain (Loss) [Line Items]
Loss on commodity index contracts	$ 221
Gain on commodity index contracts		$ (3,803)

XML

Income Taxes - Additional information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income tax (benefit) expense	$ (30,387)	$ 166
Effective income tax rate reconciliation (percent)	29.00%	2.60%

XML

Commitments and Contingencies - Schedule of product warranty reserves and charges (Detail) $ in Thousands	3 Months Ended
	Dec. 31, 2021 USD ($)
Product Warranty [Roll Forward]
Balance at the beginning of the period	$ 28,300
Accrual for warranties issued	1,716
Warranty settlements made	(1,381)
Balance at the end of the period	$ 28,635

XML

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2022	Oct. 31, 2021	Sep. 30, 2021
Payments under consideration agreement	$ 52	$ 58
Contingent consideration, liability	500				$ 500
Operating lease payments	0
Europe
Optional lease extension term (in years)				5 years
Lease liability				$ 1,200
Europe | Forecast
Operating lease term (in years)			14 years
iDevices LLC
Contingent consideration arrangements, high range of outcomes, value	15,000
iDevices LLC | Earnout and development agreement
Contingent consideration arrangements, minimum outcome	$ 8,000
Contingent consideration arrangements range of outcomes term (in years)	10 years
Other Noncurrent Liabilities
Product warranty accrual, noncurrent	$ 23,300				23,100
Accounts Payable and Accrued Liabilities
Product warranty accrual, current	$ 5,300				$ 5,200

XML

Related Parties - Narrative (Detail) - USD ($) $ in Thousands		3 Months Ended
		Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021
Operating lease right-of-use assets	[1]	$ 67,502		$ 66,962
Non-current operating lease liabilities	[2]	$ 55,809		55,329
Weber Inc.
Tax receivable agreement, certain cash tax benefits, percent		85.00%
Tax receivable agreement liability		$ 9,200		9,200
Royalty
Revenue from related parties		144	$ 43
Royalty receivables		100		100
Rental Expense
Operating lease expense		0	200
Rental Expense | AUSTRALIA
Operating lease expense		200	0
Operating lease right-of-use assets		1,500		1,600
Operating lease liability, current		400		400
Non-current operating lease liabilities		1,100		1,200
June
Related party, royalty expense		0	$ 300
Member Notes
Total amount due from members on the notes receivable		$ 0		$ 11,300

[1] Includes related party operating lease assets of $1,544 and $1,629 at December 31, 2021 and September 30, 2021, respectively (see Note 9).

[2] Includes related party operating lease liabilities of $1,106 and $1,198 at December 31, 2021 and September 30, 2021, respectively (see Note 9).

XML

Fair Value of Financial Instruments - Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis (Detail) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 30, 2021
Prepaid expenses and other current assets:
Prepaid expenses and other current assets:	$ 10,048	$ 12,274
Other long-term assets:
Other long-term assets:	24,796	27,267
Accrued expenses:
Accrued expenses:	14,085	14,688
Other long-term liabilities:
Other long-term liabilities:	34,421	40,895
Level 1
Prepaid expenses and other current assets:
Prepaid expenses and other current assets:	0	0
Other long-term assets:
Other long-term assets:	0	0
Accrued expenses:
Accrued expenses:	0	0
Other long-term liabilities:
Other long-term liabilities:	0	0
Level 2
Prepaid expenses and other current assets:
Prepaid expenses and other current assets:	10,048	12,274
Other long-term assets:
Other long-term assets:	24,796	27,267
Accrued expenses:
Accrued expenses:	14,085	14,688
Other long-term liabilities:
Other long-term liabilities:	33,971	40,392
Level 3
Prepaid expenses and other current assets:
Prepaid expenses and other current assets:	0	0
Other long-term assets:
Other long-term assets:	0	0
Accrued expenses:
Accrued expenses:	0	0
Other long-term liabilities:
Other long-term liabilities:	450	503
Foreign currency forward contracts
Prepaid expenses and other current assets:
Prepaid expenses and other current assets:	171	134
Foreign currency forward contracts | Level 1
Prepaid expenses and other current assets:
Prepaid expenses and other current assets:	0	0
Foreign currency forward contracts | Level 2
Prepaid expenses and other current assets:
Prepaid expenses and other current assets:	171	134
Foreign currency forward contracts | Level 3
Prepaid expenses and other current assets:
Prepaid expenses and other current assets:	0	0
Commodity index contracts
Prepaid expenses and other current assets:
Prepaid expenses and other current assets:	2,216	3,378
Accrued expenses:
Accrued expenses:	854
Commodity index contracts | Level 1
Prepaid expenses and other current assets:
Prepaid expenses and other current assets:	0	0
Accrued expenses:
Accrued expenses:	0
Commodity index contracts | Level 2
Prepaid expenses and other current assets:
Prepaid expenses and other current assets:	2,216	3,378
Accrued expenses:
Accrued expenses:	854
Commodity index contracts | Level 3
Prepaid expenses and other current assets:
Prepaid expenses and other current assets:	0	0
Accrued expenses:
Accrued expenses:	0
Interest rate swap contracts
Prepaid expenses and other current assets:
Prepaid expenses and other current assets:	7,661	8,762
Other long-term assets:
Other long-term assets:	24,796	27,267
Accrued expenses:
Accrued expenses:	13,231	14,688
Other long-term liabilities:
Other long-term liabilities:	33,971	40,392
Interest rate swap contracts | Level 1
Prepaid expenses and other current assets:
Prepaid expenses and other current assets:	0	0
Other long-term assets:
Other long-term assets:	0	0
Accrued expenses:
Accrued expenses:	0	0
Other long-term liabilities:
Other long-term liabilities:	0	0
Interest rate swap contracts | Level 2
Prepaid expenses and other current assets:
Prepaid expenses and other current assets:	7,661	8,762
Other long-term assets:
Other long-term assets:	24,796	27,267
Accrued expenses:
Accrued expenses:	13,231	14,688
Other long-term liabilities:
Other long-term liabilities:	33,971	40,392
Interest rate swap contracts | Level 3
Prepaid expenses and other current assets:
Prepaid expenses and other current assets:	0	0
Other long-term assets:
Other long-term assets:	0	0
Accrued expenses:
Accrued expenses:	0	0
Other long-term liabilities:
Other long-term liabilities:	0	0
Contingent consideration
Other long-term liabilities:
Other long-term liabilities:	450	503
Contingent consideration | Level 1
Other long-term liabilities:
Other long-term liabilities:	0	0
Contingent consideration | Level 2
Other long-term liabilities:
Other long-term liabilities:	0	0
Contingent consideration | Level 3
Other long-term liabilities:
Other long-term liabilities:	$ 450	$ 503

XML

Stock-Based Compensation - Narrative (Detail) - USD ($)		3 Months Ended
	Dec. 17, 2021	Dec. 31, 2021
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost		$ 61,000,000.0
Remaining unrecognised compensation cost is expected to be recognised over a weighted average period		9 months 25 days
Restricted Stock Units (RSUs) | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)		3 months
Restricted Stock Units (RSUs) | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)		3 years
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost		$ 6,400,000
Remaining unrecognised compensation cost is expected to be recognised over a weighted average period		11 months 19 days
Expiration period (in years)		10 years
Options granted in the period (in shares)		1,038,866
Options granted in the period, Weighted average exercise price (in dollars per share)		$ 18.05
Options granted in the period, Weighted average grant date fair value (in dollars per share)		$ 7.06
Options vested in the period (in shares)		0
Options forfeited in the period (in shares)		0
Options outstanding, intrinsic value		$ 0
Expected dividend yield		0.00%
Stock options | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options exercisable period (in years)		one
Stock options | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options exercisable period (in years)		three years
Omnibus Incentive Plan 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)		22,694,608
Profits Interest Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividends declared per share (in dollars per share)	$ 0.04
Dividends recalled per share (in dollars per share)		$ 0.04
Profits Interest Plan | Profits Interest Units | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)		1 year
Profits Interest Plan | Profits Interest Units | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)		5 years
Profits Interest Plan | Service-Based Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost		$ 30,500,000
Remaining unrecognised compensation cost is expected to be recognised over a weighted average period		8 months 19 days
Profits Interest Plan | Hybrid Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost		$ 6,800,000
Remaining unrecognised compensation cost is expected to be recognised over a weighted average period		9 months 25 days
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incentive compensation plan expense		$ 9,077,843
Employee Stock Purchase Plan | ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase price of common stock, percent		85.00%
Employee Stock Purchase Plan | ESPP | Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued in period (in shares)		0

XML

Stock-Based Compensation - Schedule of Units Outstanding and Distribution Threshold - Post Modification (Details) - Weber HoldCo LLC Units	3 Months Ended
	Dec. 31, 2021 $ / shares shares
Service-Based Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units outstanding (in shares)	16,060,898
Hybrid Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units outstanding (in shares)	1,777,770
$5.46 – $6.96 | Service-Based Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units outstanding (in shares)	4,142,102
$5.46 – $6.96 | Hybrid Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units outstanding (in shares)	0
$5.46 – $6.96 | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Distribution threshold (in dollars per share) | $ / shares	$ 5.46
$5.46 – $6.96 | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Distribution threshold (in dollars per share) | $ / shares	$ 6.96
$6.97 – $8.46 | Service-Based Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units outstanding (in shares)	4,142,102
$6.97 – $8.46 | Hybrid Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units outstanding (in shares)	0
$6.97 – $8.46 | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Distribution threshold (in dollars per share) | $ / shares	$ 6.97
$6.97 – $8.46 | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Distribution threshold (in dollars per share) | $ / shares	$ 8.46
$8.47 – $9.46 | Service-Based Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units outstanding (in shares)	5,481,420
$8.47 – $9.46 | Hybrid Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units outstanding (in shares)	1,185,180
$8.47 – $9.46 | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Distribution threshold (in dollars per share) | $ / shares	$ 8.47
$8.47 – $9.46 | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Distribution threshold (in dollars per share) | $ / shares	$ 9.46
$9.47 – $10.71 | Service-Based Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units outstanding (in shares)	2,295,274
$9.47 – $10.71 | Hybrid Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units outstanding (in shares)	592,590
$9.47 – $10.71 | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Distribution threshold (in dollars per share) | $ / shares	$ 9.47
$9.47 – $10.71 | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Distribution threshold (in dollars per share) | $ / shares	$ 10.71

XML

Stock-Based Compensation - Summary of Profits Interest Awards (Detail) $ / shares in Units, $ in Millions	3 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Weber HoldCo LLC Units | Service-Based Units
Nonvested Units
Units Outstanding (in shares) | shares	11,713,015
Weighted Average Exercise Price (in dollars per share)	$ 8.17
Weighted Average Fair Value (in dollars per share)	$ 8.97
Vested Units
Vested hybrid units (in shares) | $	$ 77.8
Weber HoldCo LLC Units | Service-Based Units | Vested
Vested Units
Units Outstanding (in shares) | shares	4,347,883
Weighted Average Exercise Price (in dollars per share)	$ 7.72
Weighted Average Fair Value (in dollars per share)	$ 9.15
Vested hybrid units (in shares) | $	$ 22.5
Weber HoldCo LLC Units | Hybrid Units
Nonvested Units
Units Outstanding (in shares) | shares	1,777,770
Weighted Average Exercise Price (in dollars per share)	$ 9.58
Weighted Average Fair Value (in dollars per share)	$ 7.88
Vested Units
Vested hybrid units (in shares) | $	$ 5.9
Profits Interest Plan | Hybrid Units | Vested
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units vested (in shares) | shares	0

XML

Stock-Based Compensation - Profits Interest Plan Summary of Weighted Average Assumptions Used to Estimate the Fair Value of the Profits Interest Units which are Outstanding (Detail) - Stock options	3 Months Ended
	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years
Risk-free interest rate	1.24%
Expected volatility	39.01%
Expected dividend yield	0.00%

XML

Stock-Based Compensation - Schedule of RSU Activitiy (Details) - Restricted Stock Units (RSUs)	3 Months Ended
	Dec. 31, 2021 $ / shares shares
Nonvested Units
Beginning balance (in shares) | shares	2,086,541
Units granted (in shares) | shares	2,546,501
Units vested (in shares) | shares	0
Units forfeited or canceled (in shares) | shares	(27,954)
Ending balance (in shares) | shares	4,605,088
Nonvested, Weighted Average Fair Value
Beginning balance, Weighted average fair value (in dollars per share) | $ / shares	$ 17.56
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares	17.22
Vested, Weighted average grant date fair value (in dollars per share | $ / shares	0
Forfeited, Weighted average fair value (in dollars per shares) | $ / shares	17.97
Ending Balance, Weighted average fair value (in dollars per share) | $ / shares	$ 17.37
Vested RSUs, Number of Shares
Beginning balance, Number of Units (in shares) | shares	776,544
Units vested (in shares) | shares	0
Units settled (in shares) | shares	(50,196)
Ending balance, Number of Units (in shares) | shares	726,348
Vested, Weighted Average Grant Date Fair Value
Vested, Beginning Balance, Weighted Average Grate Date Fair Value (in dollars per share) | $ / shares	$ 17.59
Units vested post conversion, Weighted Average Grate Date Fair Value (in dollars per share) | $ / shares	0
Units settled, Weighted Average Grate Date Fair Value (in dollars per share) | $ / shares	17.59
Vested, Ending Balance, Weighted Average Grate Date Fair Value (in dollars per share) | $ / shares	$ 17.59

XML

Stock-Based Compensation - Schedule of Stock-based Compensation Expense, by Award Type (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense	$ 24,365	$ 2,998
Service-based profits interest awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense	8,984	2,122
Hybrid profits interest awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense	2,417	0
Profits interest awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense	11,401	2,122
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense	957	0
Pre-IPO Management Incentive Compensation Plan awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense	0	876
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense	12,007	0
Partial Recourse Notes
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense	$ 1,100	$ 400

XML

Segments - Narrative (Details)	3 Months Ended
	Dec. 31, 2021 segment
Segment Reporting [Abstract]
Number of operating segments	3

XML

Segments - Summary of Key Financial Performance Measures by Reportable Segment (Detail) - USD ($) $ in Thousands		3 Months Ended
		Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Net sales	[1]	$ 283,141	$ 308,878
Adjusted (loss) income from operations		(49,840)	29,270
Depreciation and amortization		13,787	9,766
Capital expenditures		25,876	4,972
Operating Segments
Segment Reporting Information [Line Items]
Adjusted (loss) income from operations		52,902	62,823
Operating Segments | Americas
Segment Reporting Information [Line Items]
Net sales		156,494	179,290
Adjusted (loss) income from operations		23,286	34,895
Depreciation and amortization		2,307	139
Capital expenditures		147	62
Operating Segments | EMEA
Segment Reporting Information [Line Items]
Net sales		62,985	65,817
Adjusted (loss) income from operations		10,269	8,350
Depreciation and amortization		307	437
Capital expenditures		910	136
Operating Segments | APAC
Segment Reporting Information [Line Items]
Net sales		63,662	63,771
Adjusted (loss) income from operations		19,347	19,578
Depreciation and amortization		1,400	363
Capital expenditures		154	150
Corporate/Other | Corporate and Other
Segment Reporting Information [Line Items]
Net sales		0	0
Adjusted (loss) income from operations		(102,742)	(33,553)
Depreciation and amortization		9,773	8,827
Capital expenditures		$ 24,665	$ 4,624

[1] Includes related party royalty revenue of $144 and $43 for the three months ended December 31, 2021 and 2020, respectively (see Note 9).

XML

Segments - Summary of Reconciliation of Adjusted Income From Operations to Income Before Taxes (Detail) - USD ($) $ in Thousands		3 Months Ended
		Dec. 31, 2021	Dec. 31, 2020
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment adjusted income from operations for reportable segments		$ (49,840)	$ 29,270
Unallocated net expenses		(116,800)	(38,203)
Adjustments to income before taxes
Stock/unit-based compensation expense		(25,511)	(3,428)
Gain on disposal of assets held for sale		0	5,185
Interest income	[1]	230	179
Interest expense		(15,761)	(14,652)
Loss from early extinguishment of debt		0	(5,448)
(Loss) income before taxes		(104,940)	6,456
Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment adjusted income from operations for reportable segments		52,902	62,823
Operating Segments | Americas
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment adjusted income from operations for reportable segments		23,286	34,895
Operating Segments | EMEA
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment adjusted income from operations for reportable segments		10,269	8,350
Operating Segments | APAC
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment adjusted income from operations for reportable segments		$ 19,347	$ 19,578

[1] Includes related party interest income of $3 and $14 for the for the three months ended December 31, 2021 and 2020, respectively (see Note 9).

XML

Segments - Summary of Reconcilaition of Segment Assets to Total Consolidated Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 30, 2021
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 1,690,888	$ 1,550,992
Operating Segments
Segment Reporting, Asset Reconciling Item [Line Items]
Segment assets	470,519	332,621
All other	1,220,369	1,218,371
Total assets	1,690,888	1,550,992
Operating Segments | Americas
Segment Reporting, Asset Reconciling Item [Line Items]
Segment assets	218,146	164,905
Operating Segments | EMEA
Segment Reporting, Asset Reconciling Item [Line Items]
Segment assets	201,209	104,219
Operating Segments | APAC
Segment Reporting, Asset Reconciling Item [Line Items]
Segment assets	51,164	63,497
Corporate/Other
Segment Reporting, Asset Reconciling Item [Line Items]
Segment assets	$ 0	$ 0

XML

Noncontrolling Interests (Details)	3 Months Ended
	Dec. 31, 2021 shares
Noncontrolling Interest [Line Items]
LLC Units (in shares)	287,215,117
LLC Units and Units Held by Pre-IPO LLC Members
Noncontrolling Interest [Line Items]
Ownership Percentage	100.00%
LLC Units held by Weber Inc.
Noncontrolling Interest [Line Items]
LLC Units (in shares)	52,569,898
Ownership Percentage	18.00%
Units held by Pre-IPO LLC Members
Noncontrolling Interest [Line Items]
LLC Units (in shares)	234,645,219
Ownership Percentage	82.00%

XML

Earnings (Loss) Per Share - Summary of Net Income Per Unit (Detail) $ / shares in Units, $ in Thousands	3 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($)
Numerator:
Net (loss) income	$ (74,553)	$ 4,885
Less: Net loss attributable to noncontrolling interests	(91,330)	$ 0
Net income attributable to Weber Inc. - basic	16,777
Add: Net loss attributable to dilutive impact of Paired Interests(1)	(71,380)
Net loss attributable to Weber Inc. - diluted	$ (54,603)
Denominator:
Weighted average Class A Common stock outstanding - basic (in shares) | shares	53,309,932
Net income per Class A common stock - basic (in dollars per share) | $ / shares	$ 0.31
Add: Class A common stock assumed exchange for Paired Interests | shares	234,645,219
Weighted average shares of Class A common stock outstanding - diluted (in shares) | shares	287,955,151
Net loss per Class A common stock - diluted (in dollars per share) | $ / shares	$ (0.19)
Ratio of shares converted, if converted	1

XML

Earnings (Loss) Per Share - Schedule of Potentially Dilutive Shares Excluded from the Calculation of Diluted Loss Per Share (Detail)	3 Months Ended
	Dec. 31, 2021 shares
Profits interest awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	5,053,269
Class B Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	1,038,866
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	4,605,088

XML

Member Notes - Narrative (Detail) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021
Related Party Transaction [Line Items]
Share-based payment arrangement, expense	$ 24,365	$ 2,998
Member Notes
Related Party Transaction [Line Items]
Total amount due from members on the notes receivable	$ 0		$ 11,300
Member Notes | Options
Related Party Transaction [Line Items]
Shares issued during the period (in shares)	1,072,849
Member Notes | Partial Recourse Notes
Related Party Transaction [Line Items]
Notes receivable repayments	$ 10,600
Share-based payment arrangement, expense	1,100	$ 400
Member Notes | Recourse
Related Party Transaction [Line Items]
Notes receivable repayments	$ 800