0001857853FALSE00018578532025-03-062025-03-06

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 6, 2025  
 
TRAEGER, INC.
(Exact name of registrant as specified in its charter)  
 
 
 
Delaware 001-40694 82-2739741
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
533 South 400 West
Salt Lake City, Utah
84101
(Address of principal executive offices)
(Zip Code)
(Registrant’s telephone number, include area code) (801) 701-7180
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 



☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $0.0001 par value per shareCOOKThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 




Item 2.02.    Results of Operations and Financial Condition.

On March 6, 2025, Traeger, Inc. (the “Company” or “Traeger”) issued a press release announcing financial results for the quarter and fiscal year ended December 31, 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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 6, 2025, the Board of Directors (the “Board”) of the Company appointed Michael Joseph (Joey) Hord, the Company’s current Sr. Vice President of Finance and Strategy, as the Company’s Chief Financial Officer, effective immediately following the filing of the Company’s Quarterly Report on Form 10-Q for the three months ending March 31, 2025 with the Securities and Exchange Commission (the “Transition Date”).

Joey Hord, 45, has served as Senior Vice President of Finance and Strategy at the Company since April 2023, and, prior to that, as Vice President of Finance and Strategy from September 2021 until March 2023. Before his time at Traeger, he spent 16 years at NIKE, Inc. in various leadership roles, including Senior Director of Global Business Planning from April 2020 to September 2021, CFO of Nike Southern Cone, and CFO of Nike Brazil. Mr. Hord holds a B.A. in Accounting and Finance from the University of Portland and has completed an Executive Leadership program at Stanford University’s Graduate School of Business.

In connection with his appointment, Mr. Hord and the Company entered into an employment offer letter (the “Offer Letter”).

Mr. Hord’s employment under the Offer Letter is “at-will” and will continue until terminated by Mr. Hord or the Company. The Offer Letter provides for (i) a $425,000 annual base salary; (ii) an annual target bonus of up to 75% of his base salary; (iii) eligibility to receive annual equity-based compensation awards with a target dollar-denominated value of $800,000; and (iv) continued eligibility to participate in the Company’s employee benefit programs. In connection with entering into the Offer Letter, Mr. Hord also will receive a one-time restricted stock unit award with a dollar-denominated value of $100,000.

Mr. Hord agreed to relocate to Salt Lake City in connection with his appointment and, under the Offer Letter, the Company will reimburse up to $100,000 in home sale closing costs in connection with his relocation, with any reimbursement grossed up for taxes (which will be repaid on a pro-rata basis if he voluntarily resigns from the Company within twelve months after his appointment).

In addition, on March 6, 2025, the Company announced that Dominic Blosil will transition to a non-executive advisory role at the Company, effective on the Transition Date. In connection with the change in Mr. Blosil’s role, Mr. Blosil entered into a separation agreement with the Company (the “Separation Agreement”), pursuant to which Mr. Blosil has agreed to provide services to the Company through December 31, 2025 (the “Termination Date”) in order to facilitate a smooth and orderly transition of his responsibilities in his role as Chief Financial Officer.

From the Transition Date through the Termination Date, Mr. Blosil will provide advisory and other services to the Company and will continue to receive the same regular compensation, including vesting of equity awards, as in effect on the Transition Date. In addition, he will receive a one-time transition payment of $150,000, subject to his non-revocation of the Separation Agreement.




Upon his termination on the Termination Date, Mr. Blosil will receive the following separation payments: (i) an additional payment of $337,500; and (ii) full accelerated vesting of all then-outstanding time-based restricted stock units held by Mr. Blosil on the Termination Date.

The separation payments are subject to Mr. Blosil’s timely execution and non-revocation of a release of claims. If his employment is terminated by the Company prior to the Termination Date other than by reason of a material breach of the Separation Agreement, then he will receive his compensation and benefits as though he had remained employed through December 31, 2025, and also would receive the separation payments.

The Separation Agreement requires Mr. Blosil to continue to comply with certain restrictive covenants, including non-competition, non-solicitation, and confidentiality, and includes a mutual release of claims. Under the Separation Agreement, Mr. Blosil also is entitled to a reimbursement of up to $5,000 for actual expenses incurred by him to have an attorney review the Separation Agreement.

Item 9.01.    Financial Statements and Exhibits.

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



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Traeger, Inc.
Date: March 6, 2025
By:
/s/ Jeremy Andrus
Jeremy Andrus
Chief Executive Officer









imagea.jpg
TRAEGER ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 RESULTS
PROVIDES GUIDANCE FOR 2025
SALT LAKE CITY, Ut., March 6, 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 fourth quarter and year ended December 31, 2024.
Fourth Quarter Highlights
•Total revenues increased 3.2% to $168.6 million
•Grill revenues increased 30.2% to $78.0 million
•Gross margin of 40.9%, up 410 basis points compared to prior year
•Net loss of $7.0 million compared to $24.0 million in the prior year
•Adjusted EBITDA of $18.4 million, up from $13.0 million in the prior year
Full Year 2024 Highlights
•Total revenues decreased 0.3% to $604.1 million
•Grill revenues increased 8.5% to $324.7 million
•Gross margin of 42.3%, up 540 basis points compared to prior year
•Net loss of $34.0 million compared to $84.4 million in the prior year
•Adjusted EBITDA of $81.9 million, up 34.1% from $61.1 million in the prior year
"I am pleased with our solid finish to Fiscal 2024," said Jeremy Andrus, CEO of Traeger. "In the fourth quarter, our grill revenues were better than expected, driven by healthy consumer demand at retail as well as load in of our new Woodridge series of wood pellet grills. We again saw significant gross margin expansion, which allowed us to exceed our Fiscal Year 2024 Adjusted EBITDA guidance."
Mr. Andrus continued, "Overall, we made a lot of progress on our key strategic initiatives in 2024. This includes increasing brand awareness and market share, investing into our product development engine, and driving supply chain efficiencies which allowed for substantial margin improvement."
"As we look ahead to 2025, we will continue to execute on our long-term growth strategies, including driving innovation to the outdoor cooking market and building brand awareness. While we recognize the uncertainty of the current macroeconomic backdrop, we remain confident in our brand and our team's ability to execute in any environment. We will manage the business with a prudent and flexible approach, while also building towards long-term, sustainable growth," concluded Mr. Andrus.
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Operating Results for the Fourth Quarter
Total revenues increased by 3.2% to $168.6 million, compared to $163.5 million in the fourth quarter last year.
•Grills revenues increased 30.2% to $78.0 million, compared to $59.9 million in the fourth quarter last year. The increase was driven by higher unit volumes, partially offset by a decrease in average selling price.
•Consumables revenues increased 24.9% to $30.7 million, compared to $24.6 million in the fourth quarter last year. The increase was driven by higher unit volumes and average selling prices of wood pellets.
•Accessories revenues decreased 24.1% to $60.0 million, compared to $79.0 million in the fourth quarter last year. This decrease was primarily driven by lower sales of MEATER smart thermometers partially offset by higher sales of Traeger branded accessories.
North America revenues increased 11.2% in the fourth quarter compared to the prior year. Rest of World revenues decreased 38.6% in the fourth quarter compared to the prior year.
Gross profit increased to $68.9 million, compared to $60.1 million in the fourth quarter last year. Gross margin was 40.9% in the fourth quarter, compared to 36.8% in the same period last year. The increase in gross margin was driven primarily by favorability from freight, logistics, and other supply chain costs, as well as lower warranty costs associated with a recall announced in the prior year.
Sales and marketing expenses were $33.6 million, compared to $32.8 million in the fourth quarter last year. The increase was driven primarily by higher employee costs.
General and administrative expenses were $26.7 million, compared to $25.9 million in the fourth quarter last year. The increase in general and administrative expense was driven primarily by higher professional service fees, partially offset by lower stock-based compensation expense.
Net loss was $7.0 million, or $0.05 per diluted share, as compared to a net loss of $24.0 million, or $0.19 per diluted share,1 in the fourth quarter last year.
Adjusted net income was $1.8 million, or $0.01 per diluted share as compared to adjusted net loss of $9.5 million, or $0.08 per diluted share in the fourth quarter last year.2
Adjusted EBITDA was $18.4 million compared to $13.0 million in the fourth quarter last year.2
1 There were no potentially dilutive securities outstanding as of December 31, 2024 and 2023.
2 Reconciliations of GAAP to non-GAAP financial measures, as well as definitions for the non-GAAP financial measures included in this press release and the reasons for their use, are presented below.
2

Operating Results for the Full Year ended December 31, 2024
Total revenues decreased by 0.3% to $604.1 million, compared to $605.9 million last year.
•Grills revenues increased 8.5% to $324.7 million, compared to $299.3 million last year. The increase was driven by unit volume growth partially offset by reductions in average selling price.
•Consumables revenues increased 3.8% to $119.3 million, compared to $114.9 million last year. The increase was driven by an increase in wood pellet sales, partially offset by a reduction in food consumables sales.
•Accessories revenues decreased 16.5% to $160.1 million, compared to $191.6 million last year. This decrease was primarily driven by lower sales of MEATER smart thermometers, as well as a reduction in sales of Traeger-branded accessories.
North America revenues increased 1.1% compared to the prior year. Rest of World revenues decreased 11.1% compared to the prior year.
Gross profit increased to $255.5 million, compared to $223.6 million last year. Gross profit margin was 42.3%, compared to 36.9% in the same period last year. The increase in gross margin was driven primarily by favorability from freight and logistics, lower warranty costs, as well as favorability in foreign exchange rates.
Sales and marketing expenses were $109.7 million, compared to $108.7 million last year. The increase was primarily due to an increase in advertising costs, travel related expenses, commissions and other employee expenses, and professional fees.
General and administrative expenses were $113.5 million, compared to $129.8 million last year. The decrease in general and administrative expenses was driven primarily by the decrease in stock-based compensation expense of $24.3 million, partially offset by increased employee and occupancy costs.
Net loss was $34.0 million, or $0.27 per diluted share, as compared to net loss of $84.4 million, or $0.68 per diluted share,1 in the same period last year.
Adjusted net income was $6.4 million, or $0.05 per diluted share, as compared to adjusted net loss of $27.0 million, or $0.22 per diluted share in the same period last year.2
Adjusted EBITDA was $81.9 million compared to $61.1 million in the same period last year.2
3

Balance Sheet
Cash and cash equivalents at December 31, 2024 totaled $15.0 million, compared to $29.9 million at December 31, 2023.
Inventory at December 31, 2024 was $107.4 million, compared to $96.2 million at December 31, 2023.
4


Guidance For Full Year Fiscal 2025
The Company's guidance for Fiscal Year 2025 does not reflect the potential impact of recently implemented or proposed tariffs.
•Total revenue is expected to be between $595 million and $615 million
•Gross margin is expected to be between 42.2% and 42.8%
•Adjusted EBITDA is expected to be between $75 million and $85 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 fourth quarter and full year 2024 results is scheduled for Thursday, March 6, 2025, at 4:30 p.m. ET. To participate, please dial (833) 470-1428 or +1 (404) 975-4839 for international callers, conference ID 941354. 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 480268. 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.
About Traeger
Traeger Grills, headquartered in Salt Lake City, is the creator and category leader of the wood pellet grill, an outdoor cooking system that ignites all-natural hardwoods to grill, smoke, bake, roast, braise, and barbecue. In 2023, Traeger entered the griddle category, further establishing its leadership position in the outdoor cooking space. Traeger grills are versatile and easy to use, empowering cooks of all skill sets to create delicious meals with flavor that cannot be replicated. Grills are at the core of our platform and are complemented by Traeger wood pellets, rubs, sauces, accessories and MEATER smart thermometers.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our anticipated full year fiscal 2025 results. These statements are neither promises nor guarantees, are based on current expectations, estimates and assumptions, and 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 or future growth effectively; our growth depending in part on our continued penetration and expansion into additional markets; our dependence on maintaining and strengthening our brand to generate and maintain ongoing demand for our products; our ability to cost-effectively attract new customers or 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; product liability and warranty claims and product recalls; the highly competitive market in which we operate; 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
5

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

6

TRAEGER, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share and per share amounts)
December 31,
20242023
ASSETS
Current Assets
Cash and cash equivalents$14,981 $29,921 
Accounts receivable, net85,331 59,938 
Inventories107,367 96,175 
Prepaid expenses and other current assets35,444 30,346 
Total current assets243,123 216,380 
Property, plant, and equipment, net36,949 42,591 
Operating lease right-of-use assets44,370 48,188 
Goodwill74,725 74,725 
Intangible assets, net428,536 470,546 
Other long-term assets2,974 8,329 
Total assets$830,677 $860,759 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable$27,701 $33,280 
Accrued expenses82,143 52,941 
Line of credit5,000 28,400 
Current portion of notes payable250 250 
Current portion of operating lease liabilities3,790 3,608 
Contingent consideration— 15,000 
Other current liabilities3,357 495 
Total current liabilities122,241 133,974 
Notes payable, net of current portion398,445 397,300 
Operating lease liabilities, net of current portion26,646 29,142 
Deferred tax liability6,376 8,236 
Other non-current liabilities539 759 
Total liabilities554,247 569,411 
Commitments and contingencies (see Note 14)
Stockholders' equity
Preferred stock, $0.0001 par value; 25,000,000 shares authorized and no shares issued or outstanding as of December 31, 2024 and 2023— — 
Common stock, $0.0001 par value; 1,000,000,000 shares authorized
Issued and outstanding shares - 130,648,819 and 125,865,303 as of December 31, 2024 and 202313 13 
Additional paid-in capital960,966 935,272 
Accumulated deficit(688,885)(654,877)
Accumulated other comprehensive income4,336 10,940 
Total stockholders' equity276,430 291,348 
Total liabilities and stockholders' equity$830,677 $860,759 
7

TRAEGER, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited)
(in thousands, except share and per share amounts)
Three Months Ended December 31,Year-ended December 31,
2024202320242023
Revenue$168,637 $163,479 $604,072 $605,882 
Cost of revenue99,747 103,342 348,603 382,325 
Gross profit68,890 60,137 255,469 223,557 
Operating expense:
Sales and marketing33,591 32,824 109,656 108,727 
General and administrative26,719 25,927 113,483 129,800 
Amortization of intangible assets8,818 8,888 35,274 35,554 
Change in fair value of contingent consideration— 4,190 — 4,698 
Restructuring costs— — — 225 
Total operating expense69,128 71,829 258,413 279,004 
Loss from operations(238)(11,692)(2,944)(55,447)
Other income (expense):
Interest expense(8,192)(7,867)(33,500)(31,275)
Other income (expense), net(513)(3,715)480 4,305 
Total other expense(8,705)(11,582)(33,020)(26,970)
Loss before provision (benefit) for income taxes(8,943)(23,274)(35,964)(82,417)
Provision (benefit) for income taxes(1,985)771 (1,956)1,985 
Net loss$(6,958)$(24,045)$(34,008)$(84,402)
Net loss per share, basic and diluted$(0.05)$(0.19)$(0.27)$(0.68)
Weighted-average common shares outstanding, basic and diluted129,174,440 125,094,571 127,443,657 123,726,252 
Other comprehensive income (loss):
Foreign currency translation adjustments$(49)$153 $62 $129 
Change in cash flow hedge— — — (2,088)
Amortization of dedesignated cash flow hedge(1,160)(2,556)(6,666)(10,364)
Total other comprehensive income (loss)(1,209)(2,403)(6,604)(12,323)
Comprehensive loss$(8,167)$(26,448)$(40,612)$(96,725)
8

TRAEGER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Year-ended December 31,
202420232022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss$(34,008)$(84,402)$(382,140)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation of property, plant, and equipment13,870 15,011 13,821 
Amortization of intangible assets42,458 42,770 42,726 
Amortization of deferred financing costs1,977 2,016 1,957 
Loss on disposal of property, plant, and equipment649 2,188 1,140 
Stock-based compensation expense27,901 53,203 87,697 
Unrealized loss on derivative contracts9,971 3,997 2,440 
Amortization of dedesignated cash flow hedge(6,666)(10,364)— 
Change in contingent consideration(15,000)4,478 6,722 
Goodwill impairment— — 222,322 
Restructuring costs— — 2,046 
Other non-cash adjustments(233)(2,022)(1,144)
Change in operating assets and liabilities:
Accounts receivable(25,396)(17,735)51,052 
Inventories(11,192)57,295 (11,931)
Prepaid expenses and other current assets(7,573)(4,199)(3,046)
Other non-current assets148 (568)78 
Accounts payable and accrued expenses26,982 2,374 (28,211)
Other non-current liabilities— — (435)
Net cash provided by operating activities23,888 64,042 5,094 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant, and equipment(11,996)(19,946)(18,398)
Capitalization of patent costs(448)(460)(506)
Proceeds from sale of property, plant, and equipment113 3,028 — 
Net cash used in investing activities(12,331)(17,378)(18,904)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit63,000 115,900 179,000 
Repayments on line of credit(86,400)(171,209)(145,429)
Proceeds from long-term debt— — 25,000 
Repayments of long-term debt(250)(250)(125)
Payment of deferred financing costs(119)— — 
Principal payments on finance lease liabilities(521)(514)(505)
Payments of acquisition related contingent consideration— (12,225)(9,275)
Taxes paid related to net share settlement of equity awards(2,207)— (41)
Net cash provided by (used in) financing activities(26,497)(68,298)48,625 
Net increase (decrease) in cash, cash equivalents, and restricted cash(14,940)(21,634)34,815 
Cash, cash equivalents, and restricted cash at beginning of period29,921 51,555 16,740 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD$14,981 $29,921 $51,555 
9

TRAEGER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
(Continued)Year-ended December 31,
202420232022
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest$38,512 $40,060 $25,138 
Income taxes paid, net of refunds$1,951 $3,062 $2,844 
NON-CASH FINANCING AND INVESTING ACTIVITIES
Equipment purchased under finance leases$292 $460 $1,116 
Property, plant, and equipment included in accounts payable and accrued expenses$678 $3,975 $2,134 

10

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, Adjusted EBITDA Margin, and Adjusted Net Income (Loss) 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, Adjusted EBITDA Margin, and Adjusted Net Income (Loss) 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 or Net Loss Margin. 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, Adjusted EBITDA Margin, and Adjusted Net Income (Loss) 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 Adjusted Net Income (Loss) Margin and Adjusted Net Income (Loss) per share, respectively, on a consolidated basis.
11

Three Months Ended December 31,Year-ended December 31,
2024202320242023
(dollars in thousands, except share and per share amounts)
Net loss
$(6,958)$(24,045)$(34,008)$(84,402)
Adjustments:
Other (income) expense (1)
(1,149)720 (8,280)(15,581)
Restructuring costs (2)
— — — 225 
Stock-based compensation4,837 6,023 27,901 53,203 
Non-routine legal expenses (3)
13 397 1,794 878 
Amortization of acquisition intangibles (4)
8,112 8,253 32,868 33,014 
Change in fair value of contingent consideration— 4,190 — 4,698 
Other adjustment items (5)
— — — 669 
Tax impact of adjusting items (6)
(3,033)(5,035)(13,914)(19,721)
Adjusted net income (loss)
$1,822 $(9,497)$6,361 $(27,017)
Net loss
$(6,958)$(24,045)$(34,008)$(84,402)
Adjustments:
Provision (benefit) for income taxes
(1,985)771 (1,956)1,985 
Interest expense8,192 7,867 33,500 31,275 
Depreciation and amortization14,251 14,503 56,327 57,778 
Other (income) expense (7)
11 3,276 (1,614)(5,216)
Restructuring costs (2)
— — — 225 
Stock-based compensation4,837 6,023 27,901 53,203 
Non-routine legal expenses (3)
13 397 1,794 878 
Change in fair value of contingent consideration— 4,190 — 4,698 
Other adjustment items (5)
— — — 669 
Adjusted EBITDA$18,361 $12,982 $81,944 $61,093 
Revenue$168,637 $163,479 $604,072 $605,882 
Net loss margin
(4.1)%(14.7)%(5.6)%(13.9)%
Adjusted net income (loss) margin
1.1 %(5.8)%1.1 %(4.5)%
Adjusted EBITDA margin10.9 %7.9 %13.6 %10.1 %
Net loss per diluted share
$(0.05)$(0.19)$(0.27)$(0.68)
Adjusted net income (loss) per diluted share
$0.01 $(0.08)$0.05 $(0.22)
Weighted average common shares outstanding - diluted129,174,440 125,094,571 127,443,657 123,726,252 
(1)Represents realized and unrealized gains (losses) on the interest rate swap, including amortization of dedesignated cash flow hedge, losses on the disposal of property, plant, and equipment, and unrealized gains (losses) from foreign currency transactions and derivatives.
(2)Represents costs in connection with the 2022 restructuring plan.
(3)Represents loss contingency and external legal expenses incurred in connection with the 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 25.7% and 25.6% for the three months and year ended December 31, 2024, respectively, and 25.3% and 25.5% for the three months and year ended December 31, 2023, respectively.
(7)Represents realized and unrealized gains (losses) on the interest rate swap, losses on the disposal of property, plant, and equipment, and unrealized gains (losses) from foreign currency transactions and derivatives.
12
v3.25.0.1
Cover Page
Mar. 06, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 06, 2025
Entity Registrant Name TRAEGER, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40694
Entity Tax Identification Number 82-2739741
Entity Address, Address Line One 533 South 400 West
Entity Address, City or Town Salt Lake City
Entity Address, State or Province UT
Entity Address, Postal Zip Code 84101
City Area Code 801
Local Phone Number 701-7180
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol COOK
Security Exchange Name NYSE
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001857853
Amendment Flag false
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