0001857853FALSE00018578532024-08-062024-08-06

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
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 6, 2024  
 
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.)
533 South 400 West,
Salt Lake City, Utah
84101
(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, par value $0.0001 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.  ☐
 
 




Item 2.02.     Results of Operations and Financial Condition.

On August 6, 2024, Traeger, Inc. issued a press release announcing financial results for the quarter ended June 30, 2024. 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 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 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 6, 2024
By:
/s/ Dominic Blosil
Dominic Blosil
Chief Financial Officer









imagea.jpg
TRAEGER ANNOUNCES SECOND QUARTER FISCAL 2024 RESULTS
INCREASES OUTLOOK FOR FULL YEAR 2024
SALT LAKE CITY, Ut., August 6, 2024 (BUSINESS WIRE) -- Traeger, Inc. ("Traeger" or the "Company") (NYSE: COOK), creator and category leader of the wood pellet grill, today announced its financial results for the three months ended June 30, 2024.
Second Quarter FY 24 Highlights
•Total revenues decreased 1.8% to $168.5 million
•Grill revenues increased 2.0% to $95.0 million
•Gross margin of 42.9%, up 600 basis points compared to prior year
•Net loss decreased 91.5% to $2.6 million
•Adjusted EBITDA increased 24.9% to $26.8 million
•Increases FY 2024 total revenue, gross margin and Adjusted EBITDA guidance
"Our second quarter results reflect our strong efforts over the last two years to drive increased efficiencies in our business and demonstrate our team's ability to execute in a dynamic environment," said Jeremy Andrus, CEO of Traeger. "During the quarter, consumer demand for our grills exceeded expectations, driving growth in grill revenues and leaving channel inventories in a healthy position as we head into the second half of the year. Moreover, we once again delivered outstanding gross margin expansion during the quarter which contributed to a significant increase in Adjusted EBITDA versus the prior year. I am pleased with our ability to increase our financial outlook for the year and continue to be extremely positive about Traeger's long-term opportunity."
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Operating Results for the Second Quarter
Total revenue decreased by 1.8% to $168.5 million, compared to $171.5 million in the second quarter last year.
•Grills increased 2.0% to $95.0 million as compared to the second quarter last year. The increase was primarily driven by increases in volume partially offset by decreases in average selling price. Higher unit volume was driven by effective promotional activity and strategic pricing actions on select grills. The decrease in average selling price was primarily due to mix shift to lower priced grills, strategic pricing action on select grills, and higher mix of direct import sales.
•Consumables decreased 3.1% to $33.8 million as compared to the second quarter last year. The decrease was driven by a reduction in wood pellet average selling price and volume in addition to decreases in food consumables average selling price, partially offset by an increase in volume of food consumables.
•Accessories decreased 8.8% to $39.7 million as compared to the second quarter last year. This decrease was driven primarily by lower sales of MEATER smart thermometers.
North America revenue declined 4.6% in the second quarter compared to the prior year. Rest of World revenues increased 31.9% in the second quarter compared to the prior year.
Gross profit increased to $72.3 million, compared to $63.3 million in the second quarter last year. Gross profit margin was 42.9% in the second quarter, compared to 36.9% in the same period last year. The increase in gross margin was driven primarily by favorability from freight and logistics costs, optimization of operations, and favorable foreign exchange rates.
Sales and marketing expenses were $28.2 million, compared to $27.9 million in the second quarter last year. The increase in sales and marketing expense was driven by increased investment in brand awareness and increased employee related costs partially offset by reduced professional fees.
General and administrative expenses were $30.5 million, compared to $52.4 million in the second quarter last year. The decrease in general and administrative expense was driven by lower stock-based compensation expense of $25.9 million primarily due to the cancellation of the unearned CEO PSUs and IPO PSUs in the comparable prior year period. The decreases were partially offset by higher costs related to legal matters.
Net loss was $2.6 million in the second quarter, or $0.02 per diluted share, as compared to net loss of $30.2 million in the second quarter of last year, or $0.25 per diluted share.1
Adjusted net income was $7.3 million, or $0.06 per diluted share as compared to adjusted net loss of $4.5 million, or $0.04 per diluted share in the second quarter last year.2
Adjusted EBITDA was $26.8 million in the second quarter as compared to $21.5 million in the same period last year.2
1 There were no potentially dilutive securities outstanding as of June 30, 2024 and 2023.
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 $18.0 million, compared to $29.9 million at December 31, 2023.
Inventory at the end of the second quarter was $91.0 million, compared to $96.2 million at December 31, 2023.






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Guidance For Full Year Fiscal 2024
Based on year to date performance and its outlook for the rest of the year, the Company is updating its total revenue, gross margin and Adjusted EBITDA guidance for Fiscal 2024.
•Total revenue is expected to be between $590 million and $605 million
•Gross Margin is expected to be between 40.5% and 41.5%
•Adjusted EBITDA is expected to be between $74 million and $79 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 (benefit) for income taxes, interest expense, depreciation and amortization, other income, stock-based compensation, non-routine legal expenses, and other adjustment items all of which are adjustments to Adjusted EBITDA.
Conference Call Details
A conference call to discuss the Company's second quarter results is scheduled for Tuesday, August 6, 2024, at 4:30 p.m. ET. To participate, please dial (833) 470-1428 or +1 (929) 526-1599 for international callers, conference ID 801709. The conference call will also be webcast live at https://investors.traeger.com. A recording will be available shortly after the conclusion of the call. To access the replay, please dial (866) 813-9403, conference ID 352708. A replay of the webcast will also be available approximately two hours after the conclusion of the call on the Company's website at https://investors.traeger.com. A supplemental presentation has also been posted to the Company's website at https://investors.traeger.com.
About Traeger
Traeger Grills, 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 2024 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, issues in relation to environmental, social and governance matters, both in relation to our own operations and the operations of our supply chain partners, 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, 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
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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
Media:
The Brand Amp
Traeger@thebrandamp.com
5

TRAEGER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
June 30,
2024		December 31,
2023
(unaudited)
ASSETS
Current Assets
Cash and cash equivalents$18,025 $29,921 
Accounts receivable, net89,230 59,938 
Inventories91,035 96,175 
Prepaid expenses and other current assets26,340 30,346 
Total current assets224,630 216,380 
Property, plant, and equipment, net39,807 42,591 
Operating lease right-of-use assets46,513 48,188 
Goodwill74,725 74,725 
Intangible assets, net449,471 470,546 
Other non-current assets7,260 8,329 
Total assets$842,406 $860,759 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable$33,661 $33,280 
Accrued expenses48,070 52,941 
Line of credit23,500 28,400 
Current portion of notes payable250 250 
Current portion of operating lease liabilities3,660 3,608 
Current portion of contingent consideration— 15,000 
Other current liabilities816 495 
Total current liabilities109,957 133,974 
Notes payable, net of current portion397,873 397,300 
Operating leases liabilities, net of current portion28,352 29,142 
Deferred tax liability8,247 8,236 
Other non-current liabilities691 759 
Total liabilities545,120 569,411 
Commitments and contingencies—See Note 10
Stockholders’ equity:
Preferred stock, $0.0001 par value; 25,000,000 shares authorized and no shares issued or outstanding as of June 30, 2024 and December 31, 2023— — 
Common stock, $0.0001 par value; 1,000,000,000 shares authorized
Issued and outstanding shares - 129,110,864 and 125,865,303 as of June 30, 2024 and December 31, 202313 13 
Additional paid-in capital952,435 935,272 
Accumulated deficit(662,138)(654,877)
Accumulated other comprehensive income6,976 10,940 
Total stockholders’ equity297,286 291,348 
Total liabilities and stockholders’ equity$842,406 $860,759 

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,
2024202320242023
Revenue$168,471 $171,512 $313,385 $324,673 
Cost of revenue96,143 108,181 178,494 205,919 
Gross profit72,328 63,331 134,891 118,754 
Operating expenses:
Sales and marketing28,224 27,915 49,903 49,990 
General and administrative30,491 52,371 62,629 79,050 
Amortization of intangible assets8,818 8,888 17,637 17,777 
Change in fair value of contingent consideration— 1,765 — 2,808 
Total operating expense67,533 90,939 130,169 149,625 
Income (loss) from operations4,795 (27,608)4,722 (30,871)
Other income (expense):
Interest expense(8,678)(7,810)(16,774)(15,891)
Other income, net1,281 5,450 4,957 6,028 
Total other expense(7,397)(2,360)(11,817)(9,863)
Loss before provision (benefit) for income taxes(2,602)(29,968)(7,095)(40,734)
Provision (benefit) for income taxes(24)198 166 362 
Net loss$(2,578)$(30,166)$(7,261)$(41,096)
Net loss per share, basic and diluted$(0.02)$(0.25)$(0.06)$(0.33)
Weighted average common shares outstanding, basic and diluted127,138,825 123,027,759 126,175,888 122,864,345 
Other comprehensive income (loss):
Foreign currency translation adjustments$(1)$35 $86 $3 
Change in cash flow hedge— — — (2,088)
Amortization of dedesignated cash flow hedge(1,825)(2,769)(4,050)(5,142)
Total other comprehensive loss(1,826)(2,734)(3,964)(7,227)
Comprehensive loss$(4,404)$(32,900)$(11,225)$(48,323)

7

TRAEGER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Six Months Ended June 30,
20242023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss$(7,261)$(41,096)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation of property, plant and equipment6,879 7,462 
Amortization of intangible assets21,313 21,378 
Amortization of deferred financing costs1,008 1,026 
Loss on disposal of property, plant and equipment410 1,689 
Stock-based compensation expense17,163 40,979 
Unrealized loss (gain) on derivative contracts175 (2,066)
Amortization of dedesignated cash flow hedge(4,050)(5,142)
Change in contingent consideration(15,000)2,588 
Other non-cash adjustments1,011 180 
Change in operating assets and liabilities:
Accounts receivable(29,295)(40,979)
Inventories5,140 55,668 
Prepaid expenses and other current assets4,756 (1,074)
Other non-current assets74 (13)
Accounts payable and accrued expenses(1,054)(14,154)
Other non-current liabilities— (590)
Net cash provided by operating activities1,269 25,856 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant, and equipment(7,734)(8,854)
Capitalization of patent costs(239)(223)
Proceeds from sale of property, plant, and equipment83 2,450 
Net cash used in investing activities(7,890)(6,627)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit42,000 86,500 
Repayments on line of credit(46,900)(130,209)
Repayments of long-term debt(125)(103)
Principal payments on finance lease obligations(250)(251)
Payment of acquisition related contingent consideration— (12,225)
Net cash used in financing activities(5,275)(56,288)
Net decrease in cash, cash equivalents and restricted cash(11,896)(37,059)
Cash, cash equivalents and restricted cash at beginning of period29,921 51,555 
CASH AND CASH EQUIVALENTS AT END OF PERIOD$18,025 $14,496 

8

TRAEGER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
(Continued)Six Months Ended June 30,
20242023
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest$19,783 $20,487 
Income taxes paid, net of refunds$363 $1,576 
NON-CASH FINANCING AND INVESTING ACTIVITIES
Equipment purchased under finance leases$204 $383 
Property, plant, and equipment included in accounts payable and accrued expenses$626 $1,813 

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 (Loss), Adjusted Net Income (Loss) per share, Adjusted EBITDA Margin, and Adjusted Net Income (Loss) 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 (Loss), together with a reconciliation of Net Loss to each such measure, and providing Adjusted Net Income (Loss) per share, together with a reconciliation of Net Loss per share to such measure, and Adjusted EBITDA Margin and Adjusted Net Income (Loss) 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 (Loss), and Adjusted Net Income (Loss) 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 (Loss), and Adjusted Net Income (Loss) 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 Income (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 (Loss), and Adjusted Net Income (Loss) 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 EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted Net Income (Loss) Margin and Adjusted Net Income (Loss) per share, respectively, on a consolidated basis.


10

Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
(dollars in thousands, except share and per share amounts)
Net loss
$(2,578)$(30,166)$(7,261)$(41,096)
Adjustments:
Other income (1)
(3,688)(9,298)(9,550)(10,658)
Stock-based compensation7,065 33,036 17,163 40,979 
Non-routine legal expenses (2)
1,600 248 1,702 481 
Amortization of acquisition intangibles (3)
8,255 8,253 16,510 16,507 
Change in fair value of contingent consideration— 1,765 — 2,808 
Other adjustment items (4)
— 526 — 669 
Tax impact of adjusting items (5)
(3,385)(8,828)(6,612)(12,922)
Adjusted net income (loss)
$7,269 $(4,464)$11,952 $(3,232)
Net loss
$(2,578)$(30,166)$(7,261)$(41,096)
Adjustments:
Provision (benefit) for income taxes
(24)198 166 362 
Interest expense8,678 7,810 16,774 15,891 
Depreciation and amortization13,944 14,587 28,191 28,841 
Other income (6)
(1,863)(6,529)(5,500)(5,516)
Stock-based compensation7,065 33,036 17,163 40,979 
Non-routine legal expenses (2)
1,600 248 1,702 481 
Change in fair value of contingent consideration— 1,765 — 2,808 
Other adjustment items (4)
— 526 — 669 
Adjusted EBITDA$26,822 $21,475 $51,235 $43,419 
Revenue$168,471 $171,512 $313,385 $324,673 
Net loss margin
(1.5)%(17.6)%(2.3)%(12.7)%
Adjusted net income (loss) margin
4.3 %(2.6)%3.8 %(1.0)%
Adjusted EBITDA margin15.9 %12.5 %16.3 %13.4 %
Net loss per diluted share
$(0.02)$(0.25)$(0.06)$(0.33)
Adjusted net income (loss) per diluted share
$0.06 $(0.04)$0.09 $(0.03)
Weighted average common shares outstanding - diluted127,138,825 123,027,759 126,175,888 122,864,345 
(1)Represents realized and unrealized gains (losses) 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 the loss contingency and external legal costs incurred in connection with the settlement and defense of a class action lawsuit and intellectual property litigation.
(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.
(5)Represents the tax effect of non-GAAP adjustments calculated at an estimated blended statutory tax rate of 25.6% and 25.2% for the three and six months ended June 30, 2024, respectively, and 25.6% and 25.4% for the three and six months ended June 30, 2023, respectively. The amounts for the three and six months ended June 30, 2023 have been adjusted to reflect the application of the estimated blended statutory tax rates, as opposed to effective income tax rates that was used in the prior period, in order to include the current and deferred income tax expenses that are commensurate with the non-GAAP measure of profitability.
(6)Represents realized and unrealized gains (losses) 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
v3.24.2.u1
Cover Page
Aug. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 06, 2024
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 533 South 400 West
Entity Address, City or Town Salt Lake City
Entity Address, State or Province UT
Entity Address, Postal Zip Code 84101
City Area Code 801
Local Phone Number 701-7180
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0001 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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