0001857853FALSE00018578532023-08-022023-08-02

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K/A
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 2, 2023  
 
TRAEGER, INC.
(Exact name of registrant as specified in its charter)  
 
 
 
Delaware 001-40694 82-2739741
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
1215 E Wilmington Ave., Suite 200
Salt Lake City, Utah
84106
(Address of principal executive offices)
(Zip Code)
(Registrant’s telephone number, include area code) (801) 701-7180
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 



☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $0.0001 par value per shareCOOKThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☒
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.  ☐
 
 




Explanatory Note
On August 2, 2023, Traeger, Inc. (the “Company”) furnished a Current Report on Form 8-K (the “Original Filing”) with the U.S. Securities and Exchange Commission (the “SEC”) that furnished under Items 2.02 and 9.01 the Company’s press release announcing its unaudited financial results as of and for the three and six months ended June 30, 2023 (the “Original Press Release”). The full text of the Original Press Release was furnished as Exhibit 99.1, as incorporated by reference into, the Original Filing.
The purpose of this Current Report on Form 8-K/A (this “Amendment No. 1”) is to reflect adjustments to certain financial information set forth in the Original Press Release that were made by the Company while finalizing its unaudited financial statements for inclusion in its Quarterly Report on Form 10-Q for the three months ended June 30, 2023 (the “2023 Q2 10-Q”) following the conclusion of the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) as described further in Item 4.02 of this Amendment No 1. This Amendment No. 1 amends and replaces in its entirety the Original Filing.
Item 2.02.     Results of Operations and Financial Condition
On August 7, 2023, the Company issued a press release announcing updated financial results for the quarter ended June 30, 2023. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 4.02.     Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
On August 7, 2023, the Audit Committee, after considering the recommendations of management, concluded that the Company’s previously issued consolidated financial statements as of and for the interim period ended March 31, 2023 (the “Q1 2023 Financial Statements”), included in the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 (the “2023 Q1 10-Q”) filed with SEC on May 10, 2023, should no longer be relied upon. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications of the Company describing the Q1 2023 Financial Statements should no longer be relied upon.
The determination resulted from the Company’s incorrect accounting treatment under ASC 815 Derivatives and Hedging of cumulative unrealized gains recorded within accumulated other comprehensive income (AOCI) upon the cash flow hedge dedesignation of its interest rate swaps within the Q1 2023 financial statements. In connection with this determination, the Company has concluded that because the controls to evaluate the accounting and disclosure of complex financial instruments, such as for derivatives, did not operate effectively and resulted in the failure to detect the misstatement, the deficiencies are a material weakness in the Company's internal control over financial reporting. Further details regarding the material weakness and the steps taken to remediate it will be included in the Form 10-Q/A.
The Company's management and the Audit Committee have discussed the matters described herein with Ernst & Young LLP, the Company’s independent registered public accounting firm.
A summary of the impact on the Q1 2023 Financial Statements is below.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET:



As of March 31, 2023
As Previously ReportedAdjustmentAs Restated
Stockholders' equity:
Accumulated deficit$(562,457)$(18,948)$(581,405)
Accumulated other comprehensive income (loss)(178)18,948 18,770 
Total stockholders' equity327,389 — 327,389 
Total liabilities and stockholders' equity$937,997 $— $937,997 
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Three Months Ended March 31, 2023
As Previously ReportedAdjustmentAs Restated
Other income (expense):
Interest expense$(10,454)$2,373 $(8,081)
Other income (expense), net21,899 (21,321)578 
Total other income (expense)11,445 (18,948)(7,503)
Income (loss) before provision for income taxes8,182 (18,948)(10,766)
Net income (loss)$8,018 $(18,948)$(10,930)
Net loss per share, basic and diluted$0.07 $(0.16)$(0.09)
Other comprehensive income (loss):
Change in cash flow hedge$— $(2,088)$(2,088)
Amortization of dedesignated cash flow hedge— (2,373)(2,373)
Total other comprehensive loss(32)(4,461)(4,493)
Comprehensive income (loss)$7,986 $(23,409)$(15,423)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY



As Previously Reported
Accumulated
Deficit		Accumulated
Other Comprehensive Income		Total
Stockholders' Equity
Balance at December 31, 2022$(570,475)$23,263 $334,869 
Net income8,018 — 8,018 
Change in cash flow hedge— (23,409)(23,409)
Amortization of dedesignated cash flow hedge— — — 
Balance at March 31, 2023$(562,457)$(178)$327,389 
Adjustment
Accumulated
Deficit		Accumulated
Other Comprehensive Income (Loss)		Total
Stockholders' Equity
Balance at December 31, 2022$— $— $— 
Net loss(18,948)— (18,948)
Change in cash flow hedge— 21,321 21,321 
Amortization of dedesignated cash flow hedge— (2,373)(2,373)
Balance at March 31, 2023$(18,948)$18,948 $— 
As Restated
Accumulated
Deficit		Accumulated
Other Comprehensive Income (Loss)		Total
Stockholders' Equity
Balance at December 31, 2022$(570,475)$23,263 $334,869 
Net loss(10,930)— (10,930)
Change in cash flow hedge— (2,088)(2,088)
Amortization of dedesignated cash flow hedge— (2,373)(2,373)
Balance at March 31, 2023$(581,405)$18,770 $327,389 
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Three Months Ended March 31, 2023
As Previously ReportedAdjustmentAs Restated
Net income (loss)$8,018 $(18,948)$(10,930)
Change in operating assets and liabilities:
Unrealized loss (gain) on derivative contracts(19,623)21,321 1,698 
Amortization of dedesignated cash flow hedge— (2,373)(2,373)

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



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 hereunto duly authorized.

Traeger, Inc.
Date: August 7, 2023
By:
/s/ Dominic Blosil
Dominic Blosil
Chief Financial Officer









image.jpg
CORRECTING AND REPLACING: TRAEGER ANNOUNCES SECOND QUARTER FISCAL 2023 RESULTS

SALT LAKE CITY, Ut., August 7, 2023 (BUSINESS WIRE) -- Traeger, Inc. ("Traeger" or the "Company") (NYSE: COOK), creator and category leader of the wood pellet grill, today announced corrections to its press release issued August 2, 2023, announcing the Company’s unaudited financial results for the second quarter ended June 30, 2023. The corrections to the financials presented in the press release are non-cash, and do not change the Company's revenues, Adjusted net income, or Adjusted EBITDA. The corrections do not change the Company’s 2023 revenue or Adjusted EBITDA guidance, and the Company reiterates the guidance it provided in its second quarter earnings release issued on August 2, 2023.
The corrections relate to accounting treatment for the Company’s dedesignation of its interest rate swap which occurred in the first quarter of 2023, in which the Company discontinued cash flow hedge accounting, and result in a decrease in net loss to $30.2 million for the three months ended June 30, 2023 and an increase in net loss to $41.1 million for the six months ended June 30, 2023.

The corrected press release reads:

Second Quarter FY 23 Results
•Total revenues decreased 14.4% to $171.5 million
•Gross profit margin of 36.9%, up 25 basis points compared to prior year
•Net loss of $30.2 million compared to net loss of $133.1 million compared to the prior year
•Adjusted EBITDA of $21.5 million, up from $17.0 million in the prior year
•26% sequential reduction in balance sheet inventory driven by strategic inventory management
•Raises FY 2023 revenue and Adjusted EBITDA guidance
1

Operating Results for the Second Quarter
Total revenue decreased by 14.4% to $171.5 million, compared to $200.3 million in the second quarter last year.
•Grills decreased 20.9% to $93.1 million as compared to the second quarter last year. The decrease was primarily driven by lower average selling prices in addition to decreased unit volumes.
•Consumables decreased 17.1% to $34.9 million as compared to the second quarter last year. The decrease was driven by lower unit volumes in addition to decreased average selling prices.
•Accessories increased 7.4% to $43.5 million as compared to the second quarter last year. This increase was driven primarily by increased average selling prices for Traeger branded accessories and increased revenue due to sales of MEATER smart thermometers.
North America revenue declined 15.6% in the second quarter compared to the prior year. Rest of World revenues increased 3.0% in the second quarter compared to the prior year.
Gross profit decreased to $63.3 million, compared to $73.4 million in the second quarter last year. Gross profit margin was 36.9% in the second quarter, compared to 36.7% in the same period last year. The increase in gross margin was driven primarily by favorability from freight costs and foreign exchange rates, offset by increased dilution.
Sales and marketing expenses were $27.9 million, compared to $42.1 million in the second quarter last year. The decrease in sales and marketing expense was driven by reduced investments in advertising costs and lower costs for commissions and travel related expenses.
General and administrative expenses were $52.4 million, compared to $31.4 million in the second quarter last year. The increase in general and administrative expense was driven by higher equity-based compensation expense of $32.1 million primarily due to the cancellation of the unearned CEO and initial public offering performance-based restricted stock units, as well as higher costs for professional fees. The increases were partially offset by lower employee related costs.
Net loss was $30.2 million in the second quarter, or a loss of $0.25 per diluted share, as compared to net loss of $133.1 million in the second quarter of last year, or a loss of $1.13 per diluted share.1
Adjusted net income was $4.3 million, or $0.04 per diluted share as compared to adjusted net income of $3.9 million, or $0.03 per diluted share in the second quarter last year.2
Adjusted EBITDA was $21.5 million in the second quarter as compared to $17.0 million in the same period last year.2
1 There were no potentially dilutive securities outstanding as of June 30, 2023 and 2022.
2 Reconciliations of GAAP to non-GAAP financial measures, as well as definitions for the non-GAAP financial measures included in this press release and the reasons for their use, are presented below.
2

Balance Sheet
Cash and cash equivalents at the end of the second quarter totaled $14.5 million, compared to $39.1 million at December 31, 2022.
Inventory at the end of the second quarter was $97.8 million, compared to $153.5 million at December 31, 2022. The decrease in inventory was driven primarily by strategic inventory management.






3


Guidance For Full Year Fiscal 2023
The Company is increasing its total revenue and Adjusted EBITDA guidance for Fiscal 2023. The Company's updated outlook reflects better than anticipated results in the first half of the year and expected growth in revenue and EBITDA in the second half of the year.
•Total revenue is expected to be between $585 million and $600 million
•Gross Margin is expected to be between 36% and 37%
•Adjusted EBITDA is expected to be between $55 million and $59 million
A reconciliation of Adjusted EBITDA guidance to Net Loss on a forward-looking basis cannot be provided without unreasonable efforts, as the Company is unable to provide reconciling information with respect to provision for income taxes, interest expense, depreciation and amortization, other (income) expense, stock-based compensation, goodwill impairment, non-routine legal expenses, change in fair value of contingent consideration, and other adjustment items all of which are adjustments to Adjusted EBITDA.
About Traeger
Traeger, headquartered in Salt Lake City, is the creator and category leader of the wood pellet grill, an outdoor cooking system that ignites all-natural hardwoods to grill, smoke, bake, roast, braise, and barbecue. In 2023, Traeger entered the griddle category, further establishing its leadership position in the outdoor cooking space. Traeger grills are versatile and easy to use, empowering cooks of all skill sets to create delicious meals with flavor that cannot be replicated. Grills are at the core of our platform and are complemented by Traeger wood pellets, rubs, sauces, accessories, and MEATER smart thermometers.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our anticipated full year fiscal 2023 results. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, our history of operating losses, our ability to manage our future growth effectively, our ability to expand into additional markets, our ability to maintain and strengthen our brand to generate and maintain ongoing demand for our products, our ability to cost-effectively attract new customers and retain our existing customers, our failure to maintain product quality and product performance at an acceptable cost, the impact of product liability and warranty claims and product recalls, the highly competitive market in which we operate, the use of social media and community ambassadors, a decline in sales of our grills, our dependence on three major retailers, risks associated with our international operations, our reliance on a limited number of third-party manufacturers and problems with (or loss of) our suppliers or an inability to obtain raw materials, and the ability of our stockholders to influence corporate matters and the other important factors discussed under the caption "Risk Factors" in our periodic and current reports filed with the Securities and Exchange Commission from time to time, including our Annual Report on Form 10-K for the year ended December 31, 2022, as updated by Part II, Item 1A. "Risk Factors" our Quarterly Report on Form 10-Q for the period ended June 30, 2023. Any such forward-looking statements represent management's estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
CONTACT:
Investors:
Nick Bacchus
Traeger, Inc.
investor@traeger.com
4

Media:
The Brand Amp
Traeger@thebrandamp.com
5

TRAEGER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
June 30,
2023		December 31,
2022
(unaudited)
ASSETS
Current Assets
Cash and cash equivalents$14,496 $39,055 
Restricted cash— 12,500 
Accounts receivable, net83,290 42,050 
Inventories97,803 153,471 
Prepaid expenses and other current assets29,842 27,162 
Total current assets225,431 274,238 
Property, plant, and equipment, net52,274 55,510 
Operating lease right-of-use assets11,284 13,854 
Goodwill74,725 74,725 
Intangible assets, net491,700 512,858 
Other non-current assets14,231 15,530 
Total assets$869,645 $946,715 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable$18,563 $29,841 
Accrued expenses49,094 52,295 
Line of credit40,000 11,709 
Current portion of notes payable250 250 
Current portion of operating lease liabilities4,109 5,185 
Current portion of contingent consideration13,110 12,157 
Other current liabilities2,143 1,470 
Total current liabilities127,269 112,907 
Notes payable, net of current portion396,722 468,108 
Operating leases liabilities, net of current portion7,470 9,001 
Contingent consideration, net of current portion— 10,590 
Deferred tax liability10,378 10,370 
Other non-current liabilities281 870 
Total liabilities542,120 611,846 
Commitments and contingencies—See Note 10
Stockholders' equity:
Preferred stock, $0.0001 par value; 25,000,000 shares authorized and no shares issued or outstanding as of June 30, 2023 and December 31, 2022— — 
Common stock, $0.0001 par value; 1,000,000,000 shares authorized
Issued and outstanding shares - 123,960,782 and 122,624,414 as of June 30, 2023 and December 31, 202212 12 
Additional paid-in capital923,048 882,069 
Accumulated deficit(611,571)(570,475)
Accumulated other comprehensive income16,036 23,263 
Total stockholders' equity327,525 334,869 
Total liabilities and stockholders' equity$869,645 $946,715 

6

TRAEGER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited)
(in thousands, except share and per share amounts)
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Revenue$171,512 $200,270 $324,673 $423,980 
Cost of revenue108,181 126,829 205,919 267,895 
Gross profit63,331 73,441 118,754 156,085 
Operating expenses:
Sales and marketing27,915 42,051 49,990 76,905 
General and administrative52,371 31,436 79,050 72,152 
Amortization of intangible assets8,888 8,888 17,777 17,777 
Change in fair value of contingent consideration1,765 255 2,808 1,955 
Goodwill impairment— 111,485 — 111,485 
Total operating expense90,939 194,115 149,625 280,274 
Loss from operations(27,608)(120,674)(30,871)(124,189)
Other income (expense):
Interest expense(7,810)(7,064)(15,891)(12,901)
Other income (expense), net5,450 (5,350)6,028 (4,806)
Total other expense(2,360)(12,414)(9,863)(17,707)
Loss before provision for income taxes(29,968)(133,088)(40,734)(141,896)
Provision for income taxes198 46 362 198 
Net loss$(30,166)$(133,134)$(41,096)$(142,094)
Net loss per share, basic and diluted$(0.25)$(1.13)$(0.33)$(1.20)
Weighted average common shares outstanding, basic and diluted123,027,759 118,211,168 122,864,345 118,051,090 
Other comprehensive income (loss):
Foreign currency translation adjustments$35 $12 $3 $9 
Change in cash flow hedge— 5,735 (2,088)12,324 
Amortization of dedesignated cash flow hedge(2,769)— (5,142)— 
Total other comprehensive income (loss)(2,734)5,747 (7,227)12,333 
Comprehensive loss$(32,900)$(127,387)$(48,323)$(129,761)

7

TRAEGER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Six Months Ended June 30,
20232022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss$(41,096)$(142,094)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation of property, plant and equipment7,462 6,023 
Amortization of intangible assets21,378 21,337 
Amortization of deferred financing costs1,026 979 
Loss on disposal of property, plant and equipment1,689 1,176 
Stock-based compensation expense40,979 27,434 
Bad debt expense189 (127)
Unrealized loss (gain) on derivative contracts(2,066)2,864 
Amortization of dedesignated cash flow hedge(5,142)— 
Change in fair value of contingent consideration2,588 (1,325)
Goodwill impairment— 111,485 
Other non-cash adjustments(17)— 
Change in operating assets and liabilities:
Accounts receivable(40,979)(18,709)
Inventories, net55,668 (17,781)
Prepaid expenses and other current assets(1,074)(2,394)
Other non-current assets(13)23 
Accounts payable and accrued expenses(14,154)(18,954)
Other non-current liabilities(582)13 
Net cash provided by (used in) operating activities25,856 (30,050)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant, and equipment(8,854)(12,422)
Capitalization of patent costs(223)(305)
Proceeds from sale of property, plant, and equipment2,450 — 
Net cash used in investing activities(6,627)(12,727)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit86,500 110,600 
Repayments on line of credit(130,209)(73,927)
Proceeds from long-term debt— 12,500 
Repayments of long-term debt(103)— 
Principal payments on capital lease obligations(251)(217)
Payment of acquisition related contingent consideration(12,225)(9,275)
Taxes paid related to net share settlement of equity awards— (41)
Net cash provided by (used in) financing activities(56,288)39,640 
Net decrease in cash, cash equivalents and restricted cash(37,059)(3,137)
Cash, cash equivalents and restricted cash at beginning of period51,555 16,740 
CASH AND CASH EQUIVALENTS AT END OF PERIOD$14,496 $13,603 

8

TRAEGER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
(Continued)Six Months Ended June 30,
20232022
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest$20,487 $11,781 
Cash paid for income taxes$1,576 $1,988 
NON-CASH FINANCING AND INVESTING ACTIVITIES
Equipment purchased under finance leases$383 $344 
Property, plant, and equipment included in accounts payable and accrued expenses$1,813 $8,736 

9

TRAEGER, INC.
RECONCILIATIONS OF AND OTHER INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES
(unaudited)
In addition to our results and measures of performance determined in accordance with U.S. GAAP, we believe that certain non-GAAP financial measures are useful in evaluating and comparing our financial and operational performance over multiple periods, identifying trends affecting our business, formulating business plans and making strategic decisions.
Each of Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per share, Adjusted EBITDA Margin, and Adjusted Net Income Margin are key performance measures that our management uses to assess our financial performance and is also used for internal planning and forecasting purposes. We believe that these non-GAAP financial measures are useful to investors and other interested parties in analyzing our financial performance because it provides a comparable overview of our operations across historical periods. In addition, we believe that providing each of Adjusted EBITDA and Adjusted Net Income, together with a reconciliation of Net Loss to each such measure, and providing Adjusted Net Income per share, together with a reconciliation of Net Loss per share to such measure, and Adjusted EBITDA Margin and Adjusted Net Income Margin, together with a reconciliation of Net Loss Margin to such measures, helps investors make comparisons between our company and other companies that may have different capital structures, different tax rates, and/or different forms of employee compensation. For example, due to finite-lived intangible assets included on our balance sheet following our corporate reorganization in 2017, we have significant non-cash amortization expense attributable to the nature of our capital structure.
Each of Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per share are used by our management team as an additional measure of our performance for purposes of business decision-making, including managing expenditures, and evaluating potential acquisitions. Period-to-period comparisons of Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per share help our management identify additional trends in our financial results that may not be shown solely by period-to-period comparisons of Net Loss or Loss from Continuing Operations or Net Loss per share. In addition, we may use Adjusted EBITDA in the incentive compensation programs applicable to some of our employees. Each of Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per share has inherent limitations because of the excluded items, and may not be directly comparable to similarly titled metrics used by other companies.
The following table presents a reconciliation of Net Loss, Net Loss Margin and Net Loss per share, the most directly comparable financial measures calculated in accordance with U.S. GAAP, to Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income Margin and Adjusted Net Income per share, respectively, on a consolidated basis.


10

Three Months Ended
June 30,		Six Months Ended
June 30,
2023202220232022
(dollars in thousands, except share and per share amounts)
Net loss
$(30,166)$(133,134)$(41,096)$(142,094)
Adjustments:
Other (income) expense (1)
(9,298)3,401 (10,658)4,075 
Goodwill impairment— 111,485 — 111,485 
Stock-based compensation33,036 11,951 40,979 27,434 
Non-routine legal expenses (2)
248 1,051 481 2,969 
Amortization of acquisition intangibles (3)
8,253 8,253 16,507 16,507 
Change in fair value of contingent consideration1,765 255 2,808 1,955 
Other adjustment items (4)
526 668 669 1,081 
Tax impact of adjusting items (5)
(46)— 106 — 
Adjusted net income$4,318 $3,930 $9,796 $23,412 
Net loss
$(30,166)$(133,134)$(41,096)$(142,094)
Adjustments:
Provision for income taxes198 46 362 198 
Interest expense7,810 7,064 15,891 12,901 
Depreciation and amortization14,587 14,242 28,841 27,419 
Other (income) expense (6)
(6,529)3,401 (5,516)4,075 
Goodwill impairment— 111,485 — 111,485 
Stock-based compensation33,036 11,951 40,979 27,434 
Non-routine legal expenses (2)
248 1,051 481 2,969 
Change in fair value of contingent consideration1,765 255 2,808 1,955 
Other adjustment items (4)
526 668 669 1,081 
Adjusted EBITDA$21,475 $17,029 $43,419 $47,423 
Revenue$171,512 $200,270 $324,673 $423,980 
Net loss margin(17.6)%(66.5)%(12.7)%(33.5)%
Adjusted net income margin2.5 %2.0 %3.0 %5.5 %
Adjusted EBITDA margin12.5 %8.5 %13.4 %11.2 %
Net loss per diluted share$(0.25)$(1.13)$(0.33)$(1.20)
Adjusted net income per diluted share$0.04 $0.03 $0.08 $0.20 
Weighted average common shares outstanding - diluted123,027,759 118,211,168 122,864,345 118,051,090 
(1)Represents realized and unrealized gains on the interest rate swap, including amortization of dedesignated cash flow hedge, losses on the disposal of property, plant, and equipment, and unrealized gains (losses) from foreign currency transactions and derivatives.
(2)Represents external legal expenses for litigation, patent and trademark defense.
(3)Represents the amortization expense associated with intangible assets recorded in connection with the 2017 acquisition of Traeger Pellet Grills Holdings LLC.
(4)Represents non-routine operational wind-down costs, non-cash ground lease expense associated with a build-to-suit lease in 2022, as well as write-offs and restoration costs at our wood pellet production facility due to flood damage sustained as a result of a tropical storm.
(5)Represents an adjusted tax rate equal to our annual estimated tax rate on Adjusted Net Income. This rate is based on our estimated annual GAAP income (loss) tax rate forecast, adjusted to account for items excluded from GAAP income (loss) in calculating the non-GAAP financial measures presented above. Due to the differences in the tax treatment of items excluded from non-GAAP earnings, as well as the methodology applied to our estimated annual tax rates, our estimated tax rate on Adjusted Net Income may differ from our GAAP tax rate and from our actual tax liabilities.
(6)Represents realized and unrealized gains on the interest rate swap, losses on the disposal of property, plant, and equipment, and unrealized gains (losses) from foreign currency transactions and derivatives.
11
v3.23.2
Cover Page
Aug. 02, 2023
Cover [Abstract]  
Document Type 8-K/A
Document Period End Date Aug. 02, 2023
Entity Registrant Name TRAEGER, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40694
Entity Tax Identification Number 82-2739741
Entity Address, Address Line One 1215 E Wilmington Ave
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Salt Lake City
Entity Address, State or Province UT
Entity Address, Postal Zip Code 84106
City Area Code 801
Local Phone Number 701-7180
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol COOK
Security Exchange Name NYSE
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001857853
Amendment Flag false
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