8-K

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): November 15, 2021

TRAEGER, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40694	82-2739741
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification No.)		1215 E Wilmington Ave., Suite 200
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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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br>Symbols	Name of each exchange<br><br>on which registered
Common Stock, $0.0001 par value per share	COOK	The 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 November 15, 2021, Traeger, Inc. (the “Company”) issued a press release announcing financial results for the quarter ended September 30, 2021. 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	Press Release, datedNovember 15, 2021
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 15, 2021	By:	/s/ Thomas Burton
		Thomas Burton
		General Counsel and Secretary

Document

TRAEGER ANNOUNCES THIRD QUARTER FISCAL 2021 RESULTS

REITERATES OUTLOOK FOR FULL YEAR 2021

SALT LAKE CITY, Ut., November 15, 2021 (BUSINESS WIRE) -- Traeger, Inc. ("Traeger") (NYSE: COOK), creator and category leader of the wood pellet grill, today announced its financial results for the three months ended September 30, 2021.

Third Quarter FY 21 Highlights

•Total revenue of $162.0 million

•Gross profit margin of 33.5%

•Net loss of $89.2 million

•Adjusted net loss of $6.5 million

•Adjusted EBITDA of $4.1 million

"We are very pleased with our third quarter revenue performance as we continue to drive strong momentum in our brand across geographies following exceptional growth in fiscal 2020. I am especially proud of our team’s ability to navigate supply chain challenges to successfully meet demand. More recently, we were excited to announce the launch of Traeger Provisions, our direct-to-consumer premium meal offering that we believe elevates the cooking experience and unlocks significant market opportunity. Looking ahead, we are more excited than ever about our long term potential as pioneers in the industry. I want to thank the Traeger team for their hard work and passion as we continue our journey forward." said Jeremy Andrus, CEO of Traeger.

Operating Results for the Third Quarter

Total revenue increased by 11.7% to $162.0 million, compared to $145.1 million in the third quarter last year, driven by strong performance across the following product categories:

•Grills increased 4.3% to $108.8 million as compared to the third quarter last year. The increase was driven by a higher average selling price partially offset by lower unit volume compared to the prior year period.

•Consumables decreased 11.8% to $28.0 million as compared to the third quarter last year. The decrease was driven by a return to normal seasonal retailer ordering patterns. The Company was up against an unusually tough third quarter 2020 comparison during which consumables revenue grew 72% over the prior year, reflected by the pandemic’s impact on seasonal shifts in our business.

•Accessories increased 181.5% to $25.2 million as compared to the third quarter last year. This increase was driven by the acquisition of Apption Labs Limited ("MEATER") and strong growth of Traeger accessories.

The Company saw strong performance across regions and product categories. North America revenue increased 7.9% in the third quarter compared to the prior year. The Company is also seeing exceptional growth in Canada as we optimize our sales and marketing strategy post the acquisition of our two Canadian distributors in late 2020. Rest of World third quarter revenue increased 135.9%, reflecting the acquisition of MEATER and strong growth in the Company's core international markets.

Gross profit decreased to $54.3 million, compared to $65.8 million in the third quarter last year. Gross profit margin was 33.5% in the third quarter, compared to 45.3% in the same period last year. The decrease in gross profit margin was primarily due to increased freight rates and logistics costs, appreciation of the Chinese Renminbi relative to the U.S. Dollar, increased commodity and other product costs, and amortization of acquired intangible assets. Gross profit was also impacted by equity-based compensation expense related to the IPO and inventory write-offs and the restoration of our wood pellet production facility due to flood damage sustained as a result of a tropical storm.

Sales and marketing expenses were $48.5 million, compared to $26.6 million in the third quarter last year. This increase was primarily driven by higher equity-based compensation expense of $10.2 million due to the acceleration of vesting of all unvested and outstanding Class B unit awards upon completion of the IPO. Additionally, advertising expense increased to drive brand awareness and increase conversion, as well as increased investments in talent across marketing, customer experience and sales functions.

General and administrative (“G&A”) expenses were $75.8 million, compared to $17.3 million in the third quarter last year. This was largely due to an increase of equity-based compensation expense of $36.9 million due to the acceleration of vesting of all unvested and outstanding Class B unit awards upon completion of the IPO, increased professional services fees related to third party costs incurred for non-routine start-up costs attributable to Traeger Provisions, and higher personnel-related expenses associated with investments to build a team to support our current and future growth.

Change in fair value of contingent consideration resulted in additional expense of $2.9 million primarily due to the increase in the likelihood of MEATER achieving the revenue performance targets.

Net loss was $89.2 million in the third quarter, or a loss of $0.78 per diluted share, as compared to a net income of $8.1 million in the third quarter of last year, or $0.07 per diluted share.1 The net loss was driven primarily by equity-based compensation expense due to the acceleration of vesting of awards upon completion of the IPO.

1 There were no potentially dilutive securities outstanding as of September 30, 2021 and September 30, 2020.

Adjusted net loss was $6.5 million, or $0.06 per diluted share as compared to adjusted net income of $24.0 million, or $0.22 per diluted share in the third quarter last year.2

Adjusted EBITDA was $4.1 million in the third quarter as compared to $34.4 million in the same period last year.2

Balance Sheet

Cash and cash equivalents at the end of the third quarter totaled $18.1 million, compared to $11.6 million at December 31, 2020. The cash balance benefited from gross proceeds of $158.8 million from the completion of the IPO combined with proceeds of $62.1 million from the refinancing of our long-term debt at the end of the second quarter. A portion of those proceeds were utilized to repay $130.8 million on the outstanding first lien term loan and to acquire all of the equity interests of MEATER for $60.0 million of cash at closing.

Inventory at end of the third quarter was $114.6 million, compared to $68.8 million at December 31, 2020. While strategically navigating challenges in the global supply chain, the Company has invested in and managed our inventory balance to a level that represents the right product mix to meet expected demand and targeted levels of safety stock. Inventory costs increased during the quarter primarily due to macroeconomic factors, including increased freight rates, logistics costs, rising commodity prices and other product costs.

Total principal amount outstanding under our New First Lien Term Loan Facility was $379.2 million at the end of the third quarter. On June 29, 2021, the Company refinanced the existing Credit Facilities and entered into a new First Lien Credit Agreement under which the Company replaced our existing first and second lien term loans. Under the terms of our new credit agreement, the Company lowered our cost of capital, increased the capacity on our revolving credit facility from $67.0 million to $125.0 million, and added a $50.0 million delayed draw term loan. In addition, the Company increased the capacity under our receivables financing agreement to $100.0 million. The Company utilized excess cash to repay $130.8 million on the new first lien term loan on August 11, 2021.

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.

Guidance For Full Year Fiscal 20213

The current outlook reflects sustained consumer demand, gross margin pressures due to global supply chain challenges, and investment in product innovation, marketing, growth infrastructure, and public company costs.

•Total revenue is expected to be between $760 million and $770 million

•Adjusted EBITDA is expected to be between $103 million and $108 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, other (income) expense, interest expense, depreciation and amortization, equity-based compensation, non-routine legal expenses, non-routine start-up costs, non-routine acquisition expenses, change in fair value of contingent consideration, offering related expenses, non-routine refinancing expenses, and other adjustment items 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 November 15, 2021, at 4:30 p.m. ET. To participate, please dial (646) 904-5544 or (844) 200-6205 for international callers, conference ID 745763. 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 (929) 458-6194 or (866) 813-9403 for international callers, conference ID 887196. A replay of the webcast will also be available approximately two hours after the conclusion of the call on the Company's website as https://investors.traeger.com.

About Traeger

Traeger, headquartered in Salt Lake City, is the creator and category leader of the wood pellet grill, a versatile and easy to use outdoor cooking system. Traeger pellet grills use all-natural hardwood fuel to infuse food with flavorful smoke, making food taste delicious and most of all, memorable. Traeger pellet grills utilize wood-fired convection power to provide 6-in-1 versatility; owners can grill, smoke, bake, roast, braise and barbecue meals on one cooking system.

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 2021 results, including in respect of the impact of the recent MEATER acquisition. 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, the following: 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; the impacts of the COVID-19 pandemic on certain aspects of our business; 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. These and other important factors discussed under the caption "Risk Factors" in

3 On July 1, 2021, the Company acquired all of the equity interest of MEATER. Full year fiscal 2021 guidance includes the expected financial results of MEATER for the second half of 2021.

our Quarterly Report on Form 10-Q for the period ended June 30, 2021 and our other filings with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. 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:

Jean Fontana / Bruce Williams

ICR, Inc.

investor@traeger.com

Media: ICR, Inc. TraegerPR@icrinc.com

Traeger, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except unit, share, and per share amounts)

		December 31,<br>2020
ASSETS
Current Assets
Cash and cash equivalents	18,103	$	11,556
Accounts receivable, net		64,840
Inventories, net		68,835
Prepaid expenses and other current assets		13,776
Total current assets		159,007
Property, plant, and equipment, net		32,404
Goodwill		256,838
Intangible assets, net		539,841
Other long-term assets		1,491
Total assets	1,149,701	$	989,581
LIABILITIES, MEMBER'S AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	28,172	$	21,673
Accrued expenses		54,697
Line of credit		—
Current portion of notes payable		3,407
Current portion of capital leases		296
Current portion of contingent consideration		—
Total current liabilities		80,073
Notes payable, net of current portion		433,605
Capital leases, net of current portion		536
Contingent consideration, net of current portion		—
Deferred tax liability		—
Other non-current liabilities		327
Total liabilities		514,541
Commitments and contingencies—See Note 9
Member's/Stockholders' equity:
0 and 108,724,422 member’s capital common units authorized, issued, and outstanding as of September 30, 2021 and December 31, 2020		—
Preferred stock, 0.0001 par value; 25,000,000 shares authorized and no shares issued or outstanding as of September 30, 2021 and December 31, 2020		—
Common stock, 0.0001 par value; 1,000,000,000 shares authorized
Issued shares - 117,547,916 and 0 as of September 30, 2021 and December 31, 2020
Outstanding shares - 117,547,916 and 0 as of September 30, 2021 and December 31, 2020		—
Member's capital		571,038
Additional paid-in capital		—
Accumulated deficit		(95,998)
Accumulated other comprehensive income		—
Total member's/stockholders' equity		475,040
Total liabilities and member's/stockholders' equity	1,149,701	$	989,581

All values are in US Dollars.

Traeger, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited)

(in thousands, except share and per share amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenue	$	162,018	$	145,071	$	610,613	$	412,044
Cost of revenue	107,696		79,294		372,353		227,824
Gross profit	54,322		65,777		238,260		184,220
Operating expenses:
Sales and marketing	48,519		26,635		126,639		64,337
General and administrative	75,824		17,327		114,182		35,637
Amortization of intangible assets	8,889		8,135		25,491		24,398
Change in fair value of contingent consideration	2,900		—		2,900		—
Total operating expense	136,132		52,097		269,212		124,372
Income (loss) from operations	(81,810)		13,680		(30,952)		59,848
Other income (expense), net:
Interest expense	(5,704)		(8,061)		(21,393)		(26,309)
Loss on extinguishment of debt	(3,228)		—		(5,185)		—
Other income (expense)	(426)		2,647		1,112		2,047
Total other expense, net	(9,358)		(5,414)		(25,466)		(24,262)
Income (loss) before provision for income taxes	(91,168)		8,266		(56,418)		35,586
Provision (benefit) for income taxes	(1,983)		150		(1,255)		697
Net income (loss)	$	(89,185)	$	8,116	$	(55,163)	$	34,889
Net income (loss) attributable to common shareholders	$	(89,185)	$	8,116	$	(55,163)	$	34,889
Net income (loss) per share, basic and diluted	$	(0.78)	$	0.07	$	(0.50)	$	0.32
Weighted average common shares outstanding, basic and diluted	114,382,955		108,724,387		110,631,304		108,724,387
Other comprehensive income (loss):
Foreign currency translation adjustments	$	11	$	—	$	11	$	—
Total other comprehensive income	11		—		11		—
Comprehensive income (loss)	$	(89,174)	$	8,116	$	(55,152)	$	34,889

Traeger, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	Nine Months Ended September 30,
	2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(55,163)	$	34,889
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation of property, plant and equipment	6,647		5,458
Amortization of intangible assets	27,622		24,898
Amortization of deferred financing costs	1,871		2,033
Loss on disposal of property, plant and equipment	104		31
Loss on extinguishment of debt	5,185		—
Equity-based compensation expense	61,711		11,059
Bad debt expense	634		—
Unrealized loss on derivative contracts	4,800		(2,184)
Changes in fair value of contingent consideration	2,900		—
Change in operating assets and liabilities:
Accounts receivable	(19,192)		(45,859)
Inventories, net	(40,331)		(3,797)
Prepaid expenses and other current assets	(7,479)		(2,668)
Other long-term assets	(219)		—
Accounts payable and accrued expenses	10,031		18,525
Deferred rent	9		42
Net cash provided by (used in) operating activities	(870)		42,427
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant, and equipment	(17,986)		(9,442)
Acquisition of subsidiaries	—		(200)
Capitalization of patent costs	(424)		(346)
Proceeds from notes receivable	—		21
Business combination, net of cash acquired	(57,041)		—
Net cash used in investing activities	(75,451)		(9,967)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on line of credit	84,000		57,000
Repayments on line of credit	(65,000)		(67,000)
Proceeds from long-term debt	510,000		—
Payment of deferred financing costs	(8,478)		(339)
Repayments of long-term debt	(579,915)		(2,555)
Principal payments on capital lease obligations	(283)		(230)
Proceeds from initial public offering, net of issuance costs	142,544		—
Net cash provided by (used in) financing activities	82,868		(13,124)
Net increase in cash	6,547		19,336
Cash at beginning of period	11,556		7,077
CASH AT END OF PERIOD	$	18,103	$	26,413

Traeger, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

(Continued)	Nine Months Ended September 30,
	2021		2020
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	18,974	$	19,521
Cash paid for income taxes	$	1,665	$	—
NON-CASH FINANCING AND INVESTING ACTIVITIES
Equipment purchased under capital leases	$	534	$	326
Property, plant, and, equipment included in accounts payable	$	3,395	$	872

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 and Adjusted Net Income (Loss) is a key performance measure 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 income (loss) to each such measure, 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 and Adjusted Net Income (Loss) is 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 and Adjusted Net Income (Loss) help our management identify additional trends in our financial results that may not be shown solely by period-to-period comparisons of net income or income from continuing operations. In addition, we may use Adjusted EBITDA in the incentive compensation programs applicable to some of our employees. Each of Adjusted EBITDA and Adjusted Net Income (Loss) has inherent limitations because of the excluded items, and may not be directly comparable to similarly titled metrics used by other companies.

Adjusted EBITDA

We calculate Adjusted EBITDA as net income (loss) adjusted to exclude provision (benefit) for income taxes, other (income) expense, interest expense, depreciation and amortization, equity-based compensation, non-routine legal expenses, non-routine start-up costs, non-routine acquisition expenses, change in fair value of contingent consideration, offering related expenses, non-routine refinancing expenses, and other adjustment items. Other (income) expense are gains (losses) on disposal of property, plant and equipment, impairments of long-term assets, unrealized gains (losses) from derivatives, and the loss on extinguishment of debt upon refinancing and early repayment. Non-routine legal expenses are primarily external legal expenses for litigation, patent and trademark defense, and legal costs related to an acquisition. Non-routine start-up costs represent investments in a new product category. Acquisition expenses are primarily for consulting and legal costs incurred in connection with the acquisition of MEATER. Changes in fair value of contingent consideration results from changes in the fair value of the contingent consideration associated with the acquisition of MEATER due to changes in discount periods and rates, and changes in probability assumptions with respect to the likelihood of achieving the performance targets. Offering related expenses are primarily for legal and consulting costs incurred in connection with our IPO process. Non-routine refinancing expenses are primarily for consulting and legal costs incurred to refinance our credit facilities. Other adjustment items include inventory write-offs and and restoration of our wood pellet production facility due to flood damage sustained as a result of a tropical storm and costs to establish our China warehouse.4 Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA and Adjusted EBITDA Margin should be viewed as measures of operating performance that are

4 Includes $0.9 million of inventory write-offs and restoration of our wood pellet production facility due to flood damage sustained as a result of a tropical storm and $0.1 million of costs to establish our China warehouse.

supplements to, and not substitutes for, operating income or loss, net earnings or loss and other U.S. GAAP measures of income (loss). The following table presents a reconciliation of net income (loss), the most directly comparable financial measure calculated in accordance with U.S. GAAP, to Adjusted EBITDA on a consolidated basis.

	Three Months Ended<br>September 30,						Nine Months Ended<br>September 30,
	2021			2020			2021			2020
	(dollars in thousands)
Net income (loss)	$	(89,185)		$	8,116		$	(55,163)		$	34,889
Adjusted to exclude the following:
Provision (benefit) for income taxes	(1,983)			150			(1,255)			697
Other (income) expense	3,977			(2,324)			10,045			(2,158)
Interest expense	5,704			8,061			21,393			26,309
Depreciation and amortization	13,076			10,446			34,515			30,394
Equity-based compensation	59,210			9,806			61,711			11,059
Non-routine legal expenses	1,313			104			4,068			1,080
Non-routine start-up costs	2,883			—			5,863			—
Non-routine acquisition expenses	2,624			—			2,624			—
Change in fair value of contingent consideration	2,900			—			2,900			—
Offering related expenses	2,607			—			3,642			—
Non-routine refinancing expenses	—			—			3,895			—
Other adjustment items	972			—			972			—
Adjusted EBITDA	$	4,098		$	34,359		$	95,210		$	102,270
Revenue	162,018			145,071			610,613			412,044
Net income (loss) as a percentage of revenue	(55.0)		%	5.6		%	(9.0)		%	8.5		%
Adjusted EBITDA Margin	2.5		%	23.7		%	15.6		%	24.8		%

Adjusted Net Income (Loss)

We calculate Adjusted Net Income (Loss) as net income (loss) adjusted to exclude other (income) expense, equity-based compensation, non-routine legal expenses, amortization of acquisition intangibles, non-routine start-up costs, non-routine acquisition expenses, change in fair value of contingent consideration, offering related expenses, non-routine refinancing expenses, other adjustment items, and tax impact of adjusting items. Amortization of acquisition intangibles includes amortization expense associated with intangible assets recorded in connection with the 2017 acquisition of Traeger Pellet Grills Holdings LLC. Tax impact of adjusting items for the quarter is adjusted for a tax rate equal to our annual estimated tax rate on Adjusted Net Income (Loss). 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 below as well as significant tax adjustments. 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 (Loss) may differ from our GAAP tax rate and from our actual tax liabilities. Adjusted Net Income (Loss) should be viewed as a measure of operating performance that is a supplement to, and not a substitute for, operating income or loss, net earnings or loss and other U.S. GAAP measures of income (loss). The following table presents a reconciliation of net income (loss), the most directly comparable financial measure calculated in accordance with U.S. GAAP, to Adjusted Net Income (Loss) on a consolidated basis.

	Three Months Ended<br>September 30,				Nine Months Ended<br>September 30,
	2021		2020		2021		2020
	(dollars in thousands)
Net income (loss)	$	(89,185)	$	8,116	$	(55,163)	$	34,889
Adjusted to exclude the following:
Other (income) expense	3,977		(2,324)		10,045		(2,158)
Equity-based compensation	59,210		9,806		61,711		11,059
Non-routine legal expenses	1,313		104		4,068		1,080
Amortization of acquisition intangibles	8,253		8,253		24,760		24,760
Non-routine start-up costs	2,883		—		5,863		—
Non-routine acquisition expenses	2,624		—		2,624		—
Change in fair value of contingent consideration	2,900		—		2,900		—
Offering related expenses	2,607		—		3,642		—
Non-routine refinancing expenses	—		—		3,895		—
Other adjustment items	972		—		972		—
Tax impact of adjusting items	(2,078)		—		(2,078)		—
Adjusted Net Income (Loss)	$	(6,524)	$	23,955	$	63,239	$	69,630

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