8-K

Traeger, Inc. (COOK)

8-K 2024-11-06 For: 2024-11-06
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Added on April 07, 2026

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 6, 2024

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.) 533 South 400 West,
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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)
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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>Symbol(s) Name of each exchange<br><br>on which registered
Common Stock, par value $0.0001 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 6, 2024, Traeger, Inc. issued a press release announcing financial results for the quarter ended September 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 Press Release, datedNovember6, 2024
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 6, 2024 By: /s/ Dominic Blosil
Dominic Blosil
Chief Financial Officer

Document

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TRAEGER ANNOUNCES THIRD QUARTER FISCAL 2024 RESULTS

INCREASES OUTLOOK FOR FULL YEAR 2024

SALT LAKE CITY, Ut., November 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 September 30, 2024.

Third Quarter FY 24 Highlights

•Total revenues increased 3.7% to $122.1 million

•Grill revenues increased 32.5% to $74.9 million

•Gross margin of 42.3%, up 440 basis points compared to prior year

•Net loss of $19.8 million compared to net loss of $19.3 million in the prior year

•Adjusted EBITDA of $12.3 million, up from $4.7 million in the prior year

•Raises low-end of FY 2024 revenue guidance range

•Increases FY 2024 gross margin and Adjusted EBITDA guidance

"Traeger delivered third quarter results which were ahead of our expectations and which demonstrate our team's commitment to execution," commented Jeremy Andrus, CEO of Traeger. "Strong sell-through of our grills drove upside in our replenishment sales in the quarter, resulting in a 32% increase in our grills revenues. Furthermore, we continue to see significant gross margin expansion, which drove meaningful growth in Adjusted EBITDA in the quarter. Our results are allowing us to increase our financial guidance for the year once again. We believe our progress on driving efficiencies in the business over the last two years positions us well to deliver growth and shareholder value, in particular as our innovation pipeline accelerates into next year and beyond."

Operating Results for the Third Quarter

Total revenue increased 3.7% to $122.1 million, compared to $117.7 million in the third quarter last year.

•Grills increased 32.5% to $74.9 million as compared to the third quarter last year. The increase was primarily driven by unit volume growth partially offset by a reduction in average selling price. Higher unit volume was driven by effective promotional activity and strategic pricing action on select grills. The decrease in average selling price was primarily due to a mix shift to lower priced grills, a higher mix of direct import sales, and strategic pricing action on select grills.

•Consumables decreased 11.2% to $22.5 million as compared to the third quarter last year. The decrease was primarily driven by a reduction in wood pellet unit volume and a reduction in food consumables unit volume. Lower wood pellet and food consumables unit volume was due to seasonal ordering shifts.

•Accessories decreased 31.3% to $24.6 million as compared to the third quarter last year. This decrease was driven by lower sales of MEATER smart thermometers as well as unit volume reductions in Traeger branded accessories.

North America revenue increased 10.4% in the third quarter compared to the prior year. Rest of World revenues decreased 40.1% in the third quarter compared to the prior year.

Gross profit increased to $51.7 million, compared to $44.7 million in the third quarter last year. Gross profit margin was 42.3% in the third quarter, compared to 37.9% in the same period last year. The increase in gross margin was driven primarily by favorability from freight, logistics, and other supply chain costs.

Sales and marketing expenses were $26.2 million, compared to $25.9 million in the third quarter last year. As a percentage of sales, sales and marketing expenses were down 60 bps compared to the third quarter last year.

General and administrative expenses were $24.1 million, compared to $24.8 million in the third quarter last year. As a percentage of sales, general and administrative expenses were down 130 bps compared to the third quarter last year.

Net loss was $19.8 million in the third quarter, or a loss of $0.15 per diluted share, compared to net loss of $19.3 million in the third quarter of last year, or a loss of $0.16 per diluted share.1

Adjusted net loss was $7.4 million, or $0.06 per diluted share, compared to $14.3 million, or $0.12 per diluted share in the third quarter last year.2

Adjusted EBITDA was $12.3 million in the third quarter compared to Adjusted EBITDA of $4.7 million in the same period last year.2

1 There were no potentially dilutive securities outstanding as of September 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.

Balance Sheet

Cash and cash equivalents at the end of the third quarter totaled $16.9 million, compared to $29.9 million at December 31, 2023.

Inventory at the end of the third quarter was $105.1 million, compared to $96.2 million at December 31, 2023.

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 $595 million and $605 million

•Gross Margin is expected to be between 41.8% and 42.3%

•Adjusted EBITDA is expected to be between $78 million and $81 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, 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 Wednesday, November 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 322897. 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 367971. 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.

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 and our position to deliver growth and shareholder value, as well as our innovation pipeline. Words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “will,” “goal,” “potential” and similar expressions are intended to identify forward-looking statements. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, our history of operating losses, our ability to manage our future growth effectively, our ability to expand into additional markets, our ability to maintain and strengthen our brand to generate and maintain ongoing demand for our products, our ability to cost-effectively attract new customers and retain our existing customers, our failure to maintain product quality and product performance at an acceptable cost, the impact of product liability and warranty claims and product recalls, the highly competitive market in which we operate, the use of social media and community ambassadors, a decline in sales of our grills, our dependence on three major retailers, risks associated with our international operations, our reliance on a limited number of third-party manufacturers and problems with (or loss of) our suppliers or an inability to obtain raw materials, and the ability of our stockholders to influence corporate matters and 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, as updated by Part II, Item 1A.

"Risk Factors" of our Quarterly Report on Form 10-Q for the period ended September 30, 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

TRAEGER, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

December 31,<br>2023
ASSETS
Current Assets
Cash and cash equivalents 16,872 $ 29,921
Accounts receivable, net 59,938
Inventories 96,175
Prepaid expenses and other current assets 30,346
Total current assets 216,380
Property, plant, and equipment, net 42,591
Operating lease right-of-use assets 48,188
Goodwill 74,725
Intangible assets, net 470,546
Other non-current assets 8,329
Total assets 818,076 $ 860,759
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable 30,575 $ 33,280
Accrued expenses 52,941
Line of credit 28,400
Current portion of notes payable 250
Current portion of operating lease liabilities 3,608
Current portion of contingent consideration 15,000
Other current liabilities 495
Total current liabilities 133,974
Notes payable, net of current portion 397,300
Operating leases liabilities, net of current portion 29,142
Deferred tax liability 8,236
Other non-current liabilities 759
Total liabilities 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 September 30, 2024 and December 31, 2023
Common stock, 0.0001 par value; 1,000,000,000 shares authorized
Issued and outstanding shares - 130,427,492 and 125,865,303 as of September 30, 2024 and December 31, 2023 13
Additional paid-in capital 935,272
Accumulated deficit (654,877)
Accumulated other comprehensive income 10,940
Total stockholders’ equity 291,348
Total liabilities and stockholders’ equity 818,076 $ 860,759

All values are in US Dollars.

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,
2024 2023 2024 2023
Revenue $ 122,050 $ 117,730 $ 435,435 $ 442,403
Cost of revenue 70,362 73,064 248,856 278,983
Gross profit 51,688 44,666 186,579 163,420
Operating expenses:
Sales and marketing 26,162 25,913 76,065 75,903
General and administrative 24,135 24,823 86,764 103,873
Amortization of intangible assets 8,819 8,889 26,456 26,666
Change in fair value of contingent consideration (2,300) 508
Restructuring costs 225 225
Total operating expense 59,116 57,550 189,285 207,175
Loss from operations (7,428) (12,884) (2,706) (43,755)
Other income (expense):
Interest expense (8,534) (7,517) (25,308) (23,408)
Other income (expense), net (3,964) 1,992 993 8,020
Total other expense (12,498) (5,525) (24,315) (15,388)
Loss before provision (benefit) for income taxes (19,926) (18,409) (27,021) (59,143)
Provision (benefit) for income taxes (137) 852 29 1,214
Net loss $ (19,789) $ (19,261) $ (27,050) $ (60,357)
Net loss per share, basic and diluted $ (0.15) $ (0.16) $ (0.21) $ (0.49)
Weighted average common shares outstanding, basic and diluted 128,291,933 124,053,643 126,886,385 123,265,134
Other comprehensive income (loss):
Foreign currency translation adjustments $ 25 $ (27) $ 111 $ (24)
Change in cash flow hedge (2,088)
Amortization of dedesignated cash flow hedge (1,456) (2,666) (5,506) (7,808)
Total other comprehensive loss (1,431) (2,693) (5,395) (9,920)
Comprehensive loss $ (21,220) $ (21,954) $ (32,445) $ (70,277)

TRAEGER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

Nine Months Ended September 30,
2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (27,050) $ (60,357)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation of property, plant and equipment 10,139 11,204
Amortization of intangible assets 31,936 32,074
Amortization of deferred financing costs 1,500 1,519
Loss on disposal of property, plant and equipment 414 2,262
Stock-based compensation expense 23,064 47,180
Unrealized loss (gain) on derivative contracts 7,526 (2,689)
Amortization of dedesignated cash flow hedge (5,506) (7,808)
Change in contingent consideration (15,000) 288
Other non-cash adjustments 1,425 141
Change in operating assets and liabilities:
Accounts receivable (10,851) (9,099)
Inventories (8,883) 51,580
Prepaid expenses and other current assets 2,596 (6,077)
Other non-current assets 86 (393)
Accounts payable and accrued expenses 5,020 (15,467)
Other non-current liabilities 1
Net cash provided by operating activities 16,416 44,359
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant, and equipment (10,034) (15,678)
Capitalization of patent costs (312) (373)
Proceeds from sale of property, plant, and equipment 113 2,925
Net cash used in investing activities (10,233) (13,126)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit 47,000 103,100
Repayments on line of credit (63,400) (161,809)
Repayments of long-term debt (188) (188)
Payment of deferred financing costs (119)
Principal payments on finance lease obligations (384) (386)
Payments of acquisition related contingent consideration (12,225)
Taxes paid related to net share settlement of equity awards (2,141)
Net cash used in financing activities (19,232) (71,508)
Net decrease in cash, cash equivalents and restricted cash (13,049) (40,275)
Cash, cash equivalents and restricted cash at beginning of period 29,921 51,555
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 16,872 $ 11,280

TRAEGER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

(Continued) Nine Months Ended September 30,
2024 2023
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 29,643 $ 30,243
Income taxes paid, net of refunds $ 1,575 $ 2,449
NON-CASH FINANCING AND INVESTING ACTIVITIES
Equipment purchased under finance leases $ 206 $ 451
Property, plant, and equipment included in accounts payable and accrued expenses $ 51 $ 2,152

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), Adjusted Net Income (Loss) per share, and Adjusted Gross Margin 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), Adjusted Net Income (Loss) per share, and Adjusted Gross Margin 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), Adjusted Net Income (Loss) per share, and Adjusted Gross Margin 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.

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
2024 2023 2024 2023
(dollars in thousands, except share and per share amounts)
Net loss $ (19,789) $ (19,261) $ (27,050) $ (60,357)
Adjustments:
Other (income) expense (1) 2,419 (5,644) (7,131) (16,302)
Restructuring costs (2) 225 225
Stock-based compensation 5,901 6,201 23,064 47,180
Non-routine legal expenses (3) 79 1,782 481
Amortization of acquisition intangibles (4) 8,246 8,253 24,756 24,762
Change in fair value of contingent consideration (2,300) 508
Other adjustment items (5) 669
Tax impact of adjusting items (6) (4,268) (1,765) (10,880) (14,686)
Adjusted net income (loss) $ (7,412) $ (14,291) $ 4,541 $ (17,520)
Net loss $ (19,789) $ (19,261) $ (27,050) $ (60,357)
Adjustments:
Provision (benefit) for income taxes (137) 852 29 1,214
Interest expense 8,534 7,517 25,308 23,408
Depreciation and amortization 13,885 14,433 42,076 43,275
Other (income) expense (7) 3,875 (2,978) (1,625) (8,494)
Restructuring costs (2) 225 225
Stock-based compensation 5,901 6,201 23,064 47,180
Non-routine legal expenses (3) 79 1,782 481
Change in fair value of contingent consideration (2,300) 508
Other adjustment items (5) 669
Adjusted EBITDA $ 12,348 $ 4,689 $ 63,584 $ 48,109
Revenue $ 122,050 $ 117,730 $ 435,435 $ 442,403
Net loss margin (16.2) % (16.4) % (6.2) % (13.6) %
Adjusted net income (loss) margin (6.1) % (12.1) % 1.0 % (4.0) %
Adjusted EBITDA margin 10.1 % 4.0 % 14.6 % 10.9 %
Net loss per diluted share $ (0.15) $ (0.16) $ (0.21) $ (0.49)
Adjusted net income (loss) per diluted share $ (0.06) $ (0.12) $ 0.04 $ (0.14)
Weighted average common shares outstanding - diluted 128,291,933 124,053,643 126,886,385 123,265,134

(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, as well as unrealized gains (losses) from foreign currency transactions and derivatives.

(2)Represents the final costs related to the 2022 restructuring plan.

(3)Represents loss contingency and external legal costs incurred in connection with the settlement and defense of a class action lawsuit and intellectual property litigation.

(4)Represents the amortization expense associated with intangible assets recorded in connection with the 2017 acquisition of Traeger Pellet Grills Holdings LLC.

(5)Represents non-routine operational wind-down costs.

(6)Represents the tax effect of non-GAAP adjustments calculated at an estimated blended statutory tax rate of 25.6% for both the three and nine months ended September 30, 2024, respectively, and 26.2% and 25.5% for both the three and nine months ended September 30, 2023. The amounts for the three and nine months ended September 30, 2023 have been adjusted to reflect the application of the estimated blended statutory tax rates, as opposed to effective income tax rates that were used in prior periods, in order to include the current and deferred income tax expenses that are commensurate with the non-GAAP measure of profitability.

(7)Represents realized and unrealized gains (losses) on the interest rate swap, losses on the disposal of property, plant, and equipment, as well as unrealized gains (losses) from foreign currency transactions and derivatives.

11