Traeger, Inc 8-K/A, filed Nov 5, 2025
Traeger, Inc. (COOK)
8-K/A
2025-11-05
For: 2025-05-15
View Original
Added on
April 07, 2026
About this 8-K/A
Traeger, Inc filed this 8-K/A on November 5, 2025, reporting on events of May 15, 2025.
Items reported
- Item 2.02: Financial results
- Item 2.05: Exit or restructuring costs
- Item 9.01: Financial statements and exhibits
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): November 5, 2025 (May 15, 2025 )
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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 | ||||||
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 November 5, 2025, Traeger, Inc. (the “Company” or “Traeger”) issued a press release announcing financial results for the quarter ended September 30, 2025. 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 2.05. Costs Associated with Exit or Disposal Activities.
As previously disclosed in a Current Report on Form 8-K filed on May 15, 2025 (the “May 8-K”) and an amended Current Report on Form 8-K filed on August 6, 2025 (the “August 8-K), the Board of Directors of Traeger approved a comprehensive enterprise initiative designed to streamline the Company’s organizational structure and rebalance its cost base to improve profitability and cash flow generation. As part of this initiative, the Company is identifying opportunities to deliver cost savings and operational efficiencies. These savings are expected to be achieved through a multi-step strategic optimization plan (“Project Gravity”).
Phase 1 of Project Gravity focused on centralizing the Company’s operations, which included a reduction in force and the closure of its office in the United Kingdom, consolidating operations in Utah. The Company is now implementing Phase 2, which introduces additional strategic actions related to channel optimization initiatives. These actions include discontinuing the Costco roadshow program, redirecting Traeger.com consumers to the Company’s retail partners' websites as part of an exit from the Traeger direct-to-consumer business, transitioning to a distributor model in European markets that currently operate under a direct model, and pellet mill consolidation.
In connection with Project Gravity, the Company now expects to incur pre-tax charges related to currently known and reasonably estimable actions of Project Gravity of between approximately $21.0 million and $27.0 million (the “Total Costs”), which primarily consist of cash expenditures. Of the Total Costs, the Company expects pre-tax charges of between approximately $16.0 million and $21.0 million associated with professional fees and other related costs, and between approximately $5.0 million and $6.0 million related to severance and other personnel costs. The current expectation is that Project Gravity will result in annualized pre-tax cost savings of approximately $50 million, with Phase 1 and Phase 2 expected to contribute approximately $30 million and $20 million, respectively.
The Company expects to incur additional costs and charges due to events that may occur as a result of, or associated with, the ongoing review of its business under its multi-step plan. As of the date of the filing of this Form 8-K, the Company has not finalized the exact nature and full amount of such other costs and charges. Project Gravity, in its entirety, is expected to be substantially completed by the end of 2026, with the majority of the total charges expected to be incurred by the end of 2025. Item 2.05 in each of the May 8-K and August 8-K are hereby deemed amended and supplemented by the foregoing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding when the Company expects the completion of the actions under Project Gravity, expected costs related to Project Gravity, anticipated cost savings from Project Gravity, risks that the Company will be unable to realize the anticipated benefits of Project Gravity. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties, and other important factors that may cause the Company’s 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, the factors discussed under the caption “Risk Factors” in the Company’s periodic and current reports filed with the Securities and Exchange Commission from time to time, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Any such forward-looking statements represent management's expectations and estimates as of the date of this Current Report on Form 8-K. While the Company may elect to update such forward-looking statements at some point in the future, the Company disclaims any obligation to do so, even if subsequent events cause the Company’s views to change.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover 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: November 5, 2025 | By: | /s/ Michael J. Hord | |||||||||
Michael J. Hord | |||||||||||
| Chief Financial Officer | |||||||||||
TRAEGER ANNOUNCES THIRD QUARTER FISCAL 2025 RESULTS
Now Targeting $50 million in Annualized Cost Savings from Project Gravity
Reiterates FY25 Revenue, Gross Margin and Adjusted EBITDA Guidance
SALT LAKE CITY, UT, November 5, 2025 (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 September 30, 2025.
Third Quarter FY25 Highlights
•Total revenues increased 2.7% to $125.4 million
•Grill revenues increased 2.2% to $76.6 million
•Net loss of $89.8 million compared to net loss of $19.8 million in the prior year, inclusive of a $74.7 million goodwill impairment
•Adjusted EBITDA of $13.8 million, up 11.8% from $12.3 million in the prior year
•Targeting $20 million of Project Gravity Phase 2 run-rate savings, for a total annualized savings target of $50 million
Jeremy Andrus, CEO of Traeger, commented, "I am pleased with our third quarter results, having achieved growth in both revenues and Adjusted EBITDA. Our performance demonstrates our team's strong ability to navigate a dynamic macroeconomic environment and gives us the confidence to reiterate our guidance for Fiscal 2025."
"Today, we are updating our Project Gravity cost savings target with an additional $20 million in run-rate savings as part of Gravity Phase 2. This is incremental to the $30 million in savings we previously discussed, for a total run-rate savings target of $50 million once fully implemented," continued Mr. Andrus.
"I believe Project Gravity will be transformational to our business. The efficiencies, simplification and cost optimization that we believe will result from Gravity will unlock capacity to invest into our key long-term growth pillars and will enable us to drive household penetration," concluded Mr. Andrus.
1
Operating Results for the Third Quarter
Total revenue increased 2.7% to $125.4 million, compared to $122.1 million in the third quarter last year.
•Grills increased 2.2% to $76.6 million as compared to the third quarter last year. The increase was primarily driven by growth in average selling price, partially offset by a reduction in unit volume.
•Consumables increased 12.3% to $25.3 million as compared to the third quarter last year. The increase was primarily driven by growth in wood pellet sales, partially offset by a reduction in food consumables.
•Accessories decreased 4.3% to $23.5 million as compared to the third quarter last year. This decrease was driven by lower sales of MEATER smart thermometers.
North America revenues increased 2.1% in the third quarter compared to the prior year. Rest of World revenues increased 9.9% in the third quarter compared to the prior year.
Gross profit decreased to $48.5 million, compared to $51.7 million in the third quarter last year. Gross profit margin was 38.7% in the third quarter, compared to 42.3% in the same period last year. The decrease in gross margin was driven primarily by tariff related costs, partially offset by favorability from pricing shifts, supply chain efficiencies, and strategic alignment with wholesale partners.
Sales and marketing expenses were $20.0 million, compared to $26.2 million in the third quarter last year. The decrease in sales and marketing expenses was primarily due to cost reduction actions associated with Project Gravity and lower advertising expenses.
General and administrative expenses were $22.2 million, compared to $24.1 million in the third quarter last year. The decrease in general and administrative expenses was primarily due to lower stock-based compensation expense, partially offset by a legal settlement in the prior period.
Goodwill impairment of $74.7 million was recorded, primarily driven by a sustained decrease in our stock price and market capitalization. The impairment charge is non-cash and does not impact the Company’s cash position, cash flows from operating activities, compliance with debt covenants, or future operations.
Restructuring and other costs of $6.2 million were recorded in connection with our multi-step strategic optimization plan, which includes workforce reductions and the centralization and streamlining of operations. These costs primarily relate to professional fees associated with the execution of these initiatives.
Net loss was $89.8 million in the third quarter, or a loss of $0.67 per diluted share, compared to net loss of $19.8 million in the third quarter of last year, or a loss of $0.15 per diluted share.1
Adjusted net loss was $22.3 million, or $0.17 per diluted share, compared to $7.4 million, or $0.06 per diluted share in the third quarter last year.2
Adjusted EBITDA was $13.8 million in the third quarter compared to Adjusted EBITDA of $12.3 million in the same period last year.2
1 There were no potentially dilutive securities outstanding as of September 30, 2025 and 2024.
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 third quarter totaled $5.9 million, compared to $15.0 million at December 31, 2024.
Inventory at the end of the third quarter was $114.6 million, compared to $107.4 million at December 31, 2024.
3
Project Gravity Update: Company Announces Phase 2 Cost Savings Target
The Company is providing an update on its Project Gravity transformation initiative, which is aimed at streamlining operations, enhancing organizational efficiency, and simplifying the business. These initiatives are expected to strengthen the Company’s financial foundation, improve profitability, and support continued investment in its core growth pillars. Project Gravity initiatives are expected to be largely implemented by the end of 2026.
•Phase 1 is focused on driving efficiencies to the Company’s operations, including a reduction in force in the second quarter and the integration of MEATER into the Company's headquarters. These actions are expected to deliver approximately $30 million in annualized cost savings, with about $13 million anticipated to be realized in Fiscal 2025.
•Phase 2 introduces additional strategic actions aimed at channel optimization, supply chain and manufacturing efficiencies, and other general productivity measures. These key initiatives include discontinuing the Costco roadshow program, redirecting Traeger.com consumers to our retail partners' websites as part of an exit from the Traeger direct-to-consumer business, transitioning to a distributor model in European markets that currently operate under a direct model, and pellet mill consolidation. Once fully implemented, these actions are expected to contribute approximately $20 million in annualized cost savings.
Guidance For Full Year Fiscal 2025
Based on year to date performance and its outlook for the rest of the year, the Company is reiterating its total revenue, gross margin and Adjusted EBITDA guidance for Fiscal 2025.
•Total revenue is expected to be between $540 million and $555 million
•Gross Margin is expected to be between 40.5% and 41.5%
•Adjusted EBITDA is expected to be between $66 million and $73 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) expense, stock-based compensation, non-routine legal expenses, goodwill impairment, restructuring and other costs and employee retention tax credits all of which are adjustments to Adjusted EBITDA.
Conference Call Details
A conference call to discuss the Company's third quarter results is scheduled for Wednesday, November 5, 2025, at 4:30 p.m. ET. To participate, please dial (833) 470-1428 or +1 (646) 844-6383 for international callers, conference ID 513369. 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 489606. 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, 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.
4
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 organization focus, our Project Gravity initiative and its impact on our business, including anticipated cost savings, and our anticipated full year Fiscal 2025 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; United States trade policies that restrict imports or increase import tariffs, including the impact of recently implemented and proposed tariffs; 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 affecting our reputation or subjecting us to fines or other penalties; issues in relation to environmental, social and governance matters; any decline in demand from certain retailers; risks associated with our significant international operations; our reliance on limited number of third-party manufacturers; and the other 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, 2024. 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
Media:
The Brand Amp
Traeger@thebrandamp.com
The Brand Amp
Traeger@thebrandamp.com
5
TRAEGER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
| September 30, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 5,866 | $ | 14,981 | |||||||
| Accounts receivable, net | 80,674 | 85,331 | |||||||||
| Inventories | 114,627 | 107,367 | |||||||||
| Prepaid expenses and other current assets | 14,759 | 35,444 | |||||||||
| Total current assets | 215,926 | 243,123 | |||||||||
| Property, plant, and equipment, net | 33,739 | 36,949 | |||||||||
| Operating lease right-of-use assets | 40,560 | 44,370 | |||||||||
| Goodwill | — | 74,725 | |||||||||
| Intangible assets, net | 397,403 | 428,536 | |||||||||
| Other non-current assets | 1,994 | 2,974 | |||||||||
| Total assets | $ | 689,622 | $ | 830,677 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable | $ | 14,105 | $ | 27,701 | |||||||
| Accrued expenses | 54,648 | 82,143 | |||||||||
| Line of credit | — | 5,000 | |||||||||
| Current portion of notes payable | 250 | 250 | |||||||||
| Current portion of operating lease liabilities | 3,409 | 3,790 | |||||||||
| Other current liabilities | 604 | 3,357 | |||||||||
| Total current liabilities | 73,016 | 122,241 | |||||||||
| Notes payable, net of current portion | 399,304 | 398,445 | |||||||||
| Operating leases liabilities, net of current portion | 24,307 | 26,646 | |||||||||
| Deferred tax liability | 6,363 | 6,376 | |||||||||
| Other non-current liabilities | 496 | 539 | |||||||||
| Total liabilities | 503,486 | 554,247 | |||||||||
Commitments and contingencies—See Note 11 | |||||||||||
Stockholders’ equity: | |||||||||||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized and no shares issued or outstanding as of September 30, 2025 and December 31, 2024 | — | — | |||||||||
Common stock, $0.0001 par value; 1,000,000,000 shares authorized | |||||||||||
Issued and outstanding shares - 136,912,932 and 130,648,819 as of September 30, 2025 and December 31, 2024, respectively | 14 | 13 | |||||||||
| Additional paid-in capital | 971,607 | 960,966 | |||||||||
Accumulated deficit | (786,866) | (688,885) | |||||||||
Accumulated other comprehensive income | 1,381 | 4,336 | |||||||||
Total stockholders’ equity | 186,136 | 276,430 | |||||||||
Total liabilities and stockholders’ equity | $ | 689,622 | $ | 830,677 | |||||||
6
TRAEGER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited)
(in thousands, except share and per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | 125,396 | $ | 122,050 | $ | 414,162 | $ | 435,435 | |||||||||||||||
| Cost of revenue | 76,850 | 70,362 | 249,157 | 248,856 | |||||||||||||||||||
| Gross profit | 48,546 | 51,688 | 165,005 | 186,579 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales and marketing | 20,000 | 26,162 | 66,989 | 76,065 | |||||||||||||||||||
| General and administrative | 22,164 | 24,135 | 73,215 | 86,764 | |||||||||||||||||||
| Amortization of intangible assets | 8,813 | 8,819 | 26,447 | 26,456 | |||||||||||||||||||
Goodwill impairment | 74,725 | — | 74,725 | — | |||||||||||||||||||
Restructuring and other costs | 6,204 | — | 9,672 | — | |||||||||||||||||||
| Total operating expense | 131,906 | 59,116 | 251,048 | 189,285 | |||||||||||||||||||
Loss from operations | (83,360) | (7,428) | (86,043) | (2,706) | |||||||||||||||||||
Other income (expense): | |||||||||||||||||||||||
| Interest expense | (7,815) | (8,534) | (23,799) | (25,308) | |||||||||||||||||||
Other income (expense), net | 1,049 | (3,964) | 9,563 | 993 | |||||||||||||||||||
Total other expense | (6,766) | (12,498) | (14,236) | (24,315) | |||||||||||||||||||
Loss before provision (benefit) for income taxes | (90,126) | (19,926) | (100,279) | (27,021) | |||||||||||||||||||
Provision (benefit) for income taxes | (307) | (137) | (2,298) | 29 | |||||||||||||||||||
Net loss | $ | (89,819) | $ | (19,789) | $ | (97,981) | $ | (27,050) | |||||||||||||||
Net loss per share, basic and diluted | $ | (0.67) | $ | (0.15) | $ | (0.74) | $ | (0.21) | |||||||||||||||
| Weighted average common shares outstanding, basic and diluted | 134,214,292 | 128,291,933 | 132,290,564 | 126,886,385 | |||||||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustments | $ | 49 | $ | 25 | $ | (102) | $ | 111 | |||||||||||||||
| Amortization of dedesignated cash flow hedge | (909) | (1,456) | (2,853) | (5,506) | |||||||||||||||||||
Total other comprehensive loss | (860) | (1,431) | (2,955) | (5,395) | |||||||||||||||||||
Comprehensive loss | $ | (90,679) | $ | (21,220) | $ | (100,936) | $ | (32,445) | |||||||||||||||
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TRAEGER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
Net loss | $ | (97,981) | $ | (27,050) | |||||||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation of property, plant and equipment | 9,363 | 10,139 | |||||||||
| Amortization of intangible assets | 31,489 | 31,936 | |||||||||
| Amortization of deferred financing costs | 1,474 | 1,500 | |||||||||
Loss (gain) on disposal of property, plant, and equipment | (84) | 414 | |||||||||
| Stock-based compensation expense | 12,476 | 23,064 | |||||||||
Unrealized loss on derivative contracts | 3,550 | 7,526 | |||||||||
| Amortization of dedesignated cash flow hedge | (2,853) | (5,506) | |||||||||
Change in contingent consideration | — | (15,000) | |||||||||
Goodwill impairment | 74,725 | — | |||||||||
| Other non-cash adjustments | 1,214 | 1,425 | |||||||||
| Change in operating assets and liabilities: | |||||||||||
Accounts receivable | 4,649 | (10,851) | |||||||||
Inventories | (7,259) | (8,883) | |||||||||
| Prepaid expenses and other current assets | 15,591 | 2,596 | |||||||||
| Other non-current assets | 95 | 86 | |||||||||
| Accounts payable and accrued expenses | (41,440) | 5,020 | |||||||||
Net cash provided by operating activities | 5,009 | 16,416 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Purchase of property, plant, and equipment | (5,614) | (10,034) | |||||||||
| Capitalization of patent costs | (357) | (312) | |||||||||
| Proceeds from sale of property, plant, and equipment | 108 | 113 | |||||||||
Net cash used in investing activities | (5,863) | (10,233) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from line of credit | 47,000 | 47,000 | |||||||||
| Repayments on line of credit | (52,000) | (63,400) | |||||||||
| Repayments of long-term debt | (188) | (188) | |||||||||
Payment of deferred financing costs | (820) | (119) | |||||||||
Principal payments on finance lease obligations | (418) | (384) | |||||||||
| Taxes paid related to net share settlement of equity awards | (1,835) | (2,141) | |||||||||
Net cash used in financing activities | (8,261) | (19,232) | |||||||||
Net decrease in cash and cash equivalents | (9,115) | (13,049) | |||||||||
Cash and cash equivalents at beginning of period | 14,981 | 29,921 | |||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 5,866 | $ | 16,872 | |||||||
8
TRAEGER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
| (Continued) | Nine Months Ended September 30, | ||||||||||
| 2025 | 2024 | ||||||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||||||||||
| Cash paid during the period for interest | $ | 25,324 | $ | 29,643 | |||||||
Income taxes paid, net of refunds | $ | 1,426 | $ | 1,575 | |||||||
| NON-CASH FINANCING AND INVESTING ACTIVITIES | |||||||||||
| Equipment purchased under finance leases | $ | 314 | $ | 206 | |||||||
| Property, plant, and equipment included in accounts payable and accrued expenses | $ | 928 | $ | 51 | |||||||
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 are 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 they provide 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 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 Net Income (Loss), Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income (Loss) per share, respectively, on a consolidated basis.
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (dollars in thousands, except share and per share amounts) | |||||||||||||||||||||||
Net loss | $ | (89,819) | $ | (19,789) | $ | (97,981) | $ | (27,050) | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
Other (income) expense (1) | (1,376) | 2,419 | (7,478) | (7,131) | |||||||||||||||||||
| Stock-based compensation | 3,331 | 5,901 | 12,476 | 23,064 | |||||||||||||||||||
Non-routine legal expenses (2) | 5 | 79 | 24 | 1,782 | |||||||||||||||||||
Amortization of acquisition intangibles (3) | 8,111 | 8,246 | 24,333 | 24,756 | |||||||||||||||||||
| Goodwill impairment | 74,725 | — | 74,725 | — | |||||||||||||||||||
Restructuring and other costs (4) | 6,204 | — | 9,672 | — | |||||||||||||||||||
Employee retention tax credit (5) | (982) | — | (6,049) | — | |||||||||||||||||||
Tax impact of adjusting items (6) | (22,501) | (4,268) | (27,393) | (10,880) | |||||||||||||||||||
Adjusted net income (loss) | $ | (22,302) | $ | (7,412) | $ | (17,671) | $ | 4,541 | |||||||||||||||
Net loss | $ | (89,819) | $ | (19,789) | $ | (97,981) | $ | (27,050) | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
Provision (benefit) for income taxes | (307) | (137) | (2,298) | 29 | |||||||||||||||||||
| Interest expense | 7,815 | 8,534 | 23,799 | 25,308 | |||||||||||||||||||
| Depreciation and amortization | 13,302 | 13,885 | 40,852 | 42,076 | |||||||||||||||||||
Other (income) expense (7) | (467) | 3,875 | (4,625) | (1,625) | |||||||||||||||||||
| Stock-based compensation | 3,331 | 5,901 | 12,476 | 23,064 | |||||||||||||||||||
Non-routine legal expenses (3) | 5 | 79 | 24 | 1,782 | |||||||||||||||||||
| Goodwill impairment | 74,725 | — | 74,725 | — | |||||||||||||||||||
Restructuring and other costs (4) | 6,204 | — | 9,672 | — | |||||||||||||||||||
Employee retention tax credit (5) | (982) | — | (6,049) | — | |||||||||||||||||||
| Adjusted EBITDA | $ | 13,807 | $ | 12,348 | $ | 50,595 | $ | 63,584 | |||||||||||||||
| Revenue | $ | 125,396 | $ | 122,050 | $ | 414,162 | $ | 435,435 | |||||||||||||||
Net loss margin | (71.6) | % | (16.2) | % | (23.7) | % | (6.2) | % | |||||||||||||||
Adjusted net income (loss) margin | (17.8) | % | (6.1) | % | (4.3) | % | 1.0 | % | |||||||||||||||
| Adjusted EBITDA margin | 11.0 | % | 10.1 | % | 12.2 | % | 14.6 | % | |||||||||||||||
Net loss per diluted share | $ | (0.67) | $ | (0.15) | $ | (0.74) | $ | (0.21) | |||||||||||||||
Adjusted net income (loss) per diluted share | $ | (0.17) | $ | (0.06) | $ | (0.13) | $ | 0.04 | |||||||||||||||
| Weighted average common shares outstanding - diluted | 134,214,292 | 128,291,933 | 132,290,564 | 126,886,385 | |||||||||||||||||||
(1)Represents realized and unrealized (gains) losses on the interest rate swap, including amortization of dedesignated cash flow hedge, (gains) losses on the disposal of property, plant, and equipment, and unrealized (gains) losses from foreign currency transactions and derivatives.
(2)Represents external legal expenses incurred in connection with the 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 restructuring and other costs in connection with Project Gravity primarily related to professional fees and severance and other personnel costs.
(5)Represents the total benefit recorded associated with the refund from the Internal Revenue Service in connection with the Employee Retention Tax Credit.
(6)Represents the tax effect of non-GAAP adjustments calculated at an estimated blended statutory tax rate of 25.4% for both the three and nine months ended September 30, 2025 and 26.2% and 25.5% for both the three and nine months ended September 30, 2024, respectively.
(7)Represents realized and unrealized (gains) losses on the interest rate swap, (gains) losses on the disposal of property, plant, and equipment, and unrealized (gains) losses from foreign currency transactions and derivatives.
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