UPROXX | --- | --- | --- | --- | --- | --- | --- | |-------------------------|-------|-------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------|-------|-------| | | | | | | | | | Live Like Tyrese Gibson | | | | | | | | | | | | | | | | | | | engadget Traeger's redesigned Ironwood grills pack touchscreen controls and more efficiency The new models have many of the same features ...

PART III 68 Item 10. Directors, Executive Officers and Corporate Governance 68 Item 11. Executive Compensation 70 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 70 Item 13. Certain Relationships and Related Transactions, and Director Independence 70 Item 14. Principal Accountant Fees and Services 71 PART IV 72 Item 15. Exhibits and Financial Statement Schedules 72 Item 16. Form 10-K Summary 75 PART II 50 Item 5. Market for Registrant's Common Equity, ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to | --- | |-------------------------------------------------------------| | | | | | Commission File Number 001-40694 | | Traeger, Inc. | | (Exact name ...

Financial Data and Key Metrics Changes - The company experienced a 42% decline in third quarter sales, with grill sales down 64% compared to the previous year [6][31] - Gross profit decreased to $26 million from $54 million last year, with a gross profit margin of 27.7%, down 580 basis points year-over-year [34] - Net loss for the third quarter was $210 million, compared to a net loss of $89 million in the same period last year, resulting in a net loss per diluted share of $1.75 [38] Business Line Data and Key Metrics Changes - Consumables revenue decreased 10% to $25 million, while accessories revenue increased 18% to $30 million, driven by strong growth at MEATER [32][33] - Grill revenue decline was attributed to lower unit volumes as retailers reduced replenishment orders, partially offset by higher average selling prices [31] Market Data and Key Metrics Changes - North American revenue faced challenges due to a decline in the U.S. business and negative growth in Canada, while the rest of the world business grew 10% [33] - The company noted that more than two-thirds of the anticipated decline in grill sales in the second half of the year was due to retailer destocking rather than lower consumer demand [11] Company Strategy and Development Direction - The company is focused on reducing costs, rightsizing inventories, and driving improvements in gross margin as part of its near-term strategic priorities [14][18] - The company aims to enhance brand awareness, with unaided brand awareness hitting an all-time high, improving by 15% year-to-date [20] - Product innovation remains a key growth pillar, with plans to launch two new grills in 2023 and a collaboration with WhistlePig for new consumables [23][24] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenging operating environment due to high inflation and geopolitical uncertainty, impacting consumer sentiment and retailer ordering behavior [6][10] - The company expects full-year sales to be at or slightly below the low end of prior guidance, anticipating continued pressure from retailer destocking into the first half of 2023 [10][44] - Management remains optimistic about long-term growth, emphasizing the resilience of the outdoor cooking category and the commitment of retail partners to the Traeger brand [12][29] Other Important Information - The company recorded a $110 million noncash impairment charge to goodwill due to adverse macroeconomic conditions [38] - Cash and cash equivalents totaled $8 million at the end of the third quarter, with total net debt of $444 million and a net leverage ratio of 8.9% [39] Q&A Session Summary Question: How does the company assess supply versus demand dynamics? - Management indicated that while there is softness in demand, sell-through trends have shown stability, and promotional activities have helped improve sell-through [51][52] Question: What is the current state of channel inventory? - Management confirmed good visibility into channel inventory levels, noting sequential improvements and the need for time to work through excess inventory [58] Question: How significant is the impact of a large retailer's private label pellet business? - Management acknowledged the retailer's importance but expressed confidence in the stability of Traeger pellet sales, excluding the impact of the private label [60][62] Question: What are the plans for capital expenditures and deleveraging? - Management plans to keep capital expenditures minimal and focus on improving liquidity and profitability to aid in deleveraging efforts [66][85]

Financial Performance - Total revenue for the three months ended June 30, 2022, was $200.27 million, a decrease of 5.5% from $213.02 million in the same period of 2021[22]. - Gross profit for the six months ended June 30, 2022, was $157.07 million, down 14.6% from $183.94 million in the prior year[22]. - Net loss for the three months ended June 30, 2022, was $132.28 million, compared to a net loss of $4.91 million for the same period in 2021[22]. - Net loss for the six months ended June 30, 2022, was $140.7 million compared to a net income of $34.0 million for the same period in 2021[30]. - Revenue from grills for the six months ended June 30, 2022, was $268.11 million, down 20% from $334.76 million in the same period of 2021[58]. - Revenue decreased by 6.0% to $200.3 million for the three months ended June 30, 2022, compared to $213.0 million for the same period in 2021[146]. - Revenue from grills decreased by $38.4 million, or 24.6%, to $117.7 million for the three months ended June 30, 2022, primarily due to lower unit volume[170]. - Revenue from consumables increased by $0.9 million, or 2.2%, to $42.1 million for the three months ended June 30, 2022, driven by increased average selling prices[171]. - Revenue from accessories increased by $24.8 million, or 157.2%, to $40.5 million for the three months ended June 30, 2022, primarily due to sales of MEATER smart thermometers[172]. Assets and Liabilities - Total current assets increased to $308.87 million as of June 30, 2022, from $269.74 million at the end of 2021, representing a growth of 14.5%[19]. - Total liabilities rose to $601.66 million as of June 30, 2022, compared to $571.50 million at the end of 2021, an increase of 5.3%[19]. - The company’s accumulated deficit increased to $(325.53) million as of June 30, 2022, compared to $(184.82) million at the end of 2021[19]. - Cash and cash equivalents decreased to $13.61 million as of June 30, 2022, down from $16.74 million at the end of 2021[19]. - Accounts receivable as of June 30, 2022, totaled $111.76 million, an increase of 20.2% from $92.93 million at December 31, 2021[70]. - Total inventories as of June 30, 2022, were $163.80 million, up from $145.04 million at December 31, 2021, reflecting an increase of 12.9%[71]. Expenses - Operating expenses for the three months ended June 30, 2022, totaled $193.33 million, significantly higher than $80.37 million in the same period of 2021[22]. - General and administrative expenses increased by $33.4 million, or 87.1%, to $71.8 million for the six months ended June 30, 2022, representing 16.9% of revenue[191]. - Sales and marketing expenses are expected to increase as the company expands outreach to potential new customers[157]. - Research and development expenses were $6.7 million for the six months ended June 30, 2022, up from $5.8 million for the same period in 2021[159]. - The total expenses recorded for customer service and support through a third party amounted to $3.6 million for the six months ended June 30, 2022[134]. Goodwill and Impairments - The company reported a goodwill impairment of $111.49 million for the three months ended June 30, 2022[22]. - The company recorded a non-cash goodwill impairment charge of $111.5 million for the three and six months ended June 30, 2022, due to the carrying value exceeding fair value[54]. - The company recorded a non-cash goodwill impairment of $111.5 million for the six months ended June 30, 2022, representing 26.3% of revenue, compared to no impairment for the same period in 2021[195]. Financing and Capital Structure - The Company refinanced its credit facilities, entering into a First Lien Credit Agreement providing for a $560.0 million senior secured term loan facility and a $125.0 million revolving credit facility[95]. - As of June 30, 2022, the total principal amount outstanding on the First Lien Term Loan Facility was $391.7 million, including a $12.5 million balance under the delayed draw term loan[96]. - The Company had drawn down $83.8 million under the Receivables Financing Agreement as of June 30, 2022, with a borrowing capacity increased to $100.0 million[103]. - The company may seek additional equity or debt financing to support growth or acquisitions, which could be dilutive to existing stockholders[198]. Strategic Initiatives - The company continues to expand its distribution in Canada and Europe, focusing on wood pellet fueled barbecue grills and related products[35]. - The company acquired Apption Labs for approximately $78.3 million, which is expected to enhance its product portfolio and create new growth channels[61]. - The identifiable intangible assets acquired from Apption Labs were valued at $53.1 million, with technology valued at $32.3 million and trademarks at $17.7 million[69]. - The contingent consideration related to the Apption Labs acquisition includes a potential payment of up to $27.4 million based on revenue thresholds for fiscal year 2022[62]. Market Conditions and Outlook - Inflationary pressures and supply chain constraints have increased product component and freight costs, impacting revenue costs[151]. - The company is well positioned to attract new customers and capitalize on industry trends despite uncertainties from the COVID-19 pandemic[149]. - Seasonal fluctuations in revenue are expected, with higher sales typically occurring in the first and second quarters[153]. - The company’s financial projections reflect management's best estimates of economic and market conditions, including revenue growth and margins[75].

TRAEGER INVESTOR PRESENT ATION SECOND QUARTER 2022 SAFE HARBOR STATEMENT This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation 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 2022 results, our expected annualized savings from our cost reduction plan, our ...

TRAEGER INVESTOR PRESENT ATION · FIRST QUARTER 2022 | --- | --- | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ...

[PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the company's unaudited financial statements and management's discussion for the quarter [Financial Statements (Unaudited)](index=6&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) Presents unaudited condensed consolidated financial statements for Q1 2022, including balance sheets, operations, equity, and cash flows [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a summary of the company's financial position as of March 31, 2022, and December 31, 2021 Balance Sheet Summary (in thousands) | Balance Sheet Items | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$1,268,544** | **$1,181,024** | | Total Current Assets | $351,188 | $269,741 | | Inventories | $164,127 | $145,038 | | Goodwill | $297,047 | $297,047 | | **Total Liabilities** | **$645,387** | **$571,504** | | Total Current Liabilities | $200,311 | $166,225 | | Notes Payable | $417,734 | $379,395 | | **Total Stockholders' Equity** | **$623,157** | **$609,520** | [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) This section details the company's financial performance, including revenue, gross profit, and net income (loss) for the three months ended March 31, 2022 and 2021 Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Revenue | $223,710 | $235,573 | | Gross Profit | $83,565 | $100,631 | | Income (Loss) from Operations | $(2,987) | $47,923 | | **Net Income (Loss)** | **$(8,432)** | **$38,929** | | **Net Income (Loss) per Share** | **$(0.07)** | **$0.36** | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section outlines the cash inflows and outflows from operating, investing, and financing activities for the three months ended March 31, 2022 and 2021 Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(46,911) | $(26,544) | | Net cash used in investing activities | $(4,648) | $(4,975) | | Net cash provided by financing activities | $45,917 | $37,064 | | **Net (decrease) increase in cash** | **$(5,642)** | **$5,545** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Detailed notes explain financial statements, covering accounting policies, revenue, business combinations, debt, and equity compensation - Three major retail customers accounted for **17%**, **23%**, and **14%** of net sales for the three months ended March 31, 2022[40](index=40&type=chunk) Revenue by Product Category (in thousands) | Product Category | Q1 2022 Revenue | Q1 2021 Revenue | | :--- | :--- | :--- | | Grills | $150,431 | $178,655 | | Consumables | $39,651 | $40,813 | | Accessories | $33,628 | $16,105 | - The company acquired Apption Labs (MEATER smart thermometer) on July 1, 2021, for a total purchase consideration of approximately **$78.3 million**, which included a contingent consideration obligation[48](index=48&type=chunk)[49](index=49&type=chunk) - As of March 31, 2022, the company had **$379.2 million** outstanding on its First Lien Term Loan Facility, had drawn **$47.0 million** on its Revolving Credit Facility, and **$49.2 million** on its Accounts Receivable Credit Facility[81](index=81&type=chunk)[82](index=82&type=chunk)[87](index=87&type=chunk) - Equity-based compensation expense increased significantly to **$15.5 million** in Q1 2022 from **$1.0 million** in Q1 2021, following the IPO and related RSU/PSU grants[96](index=96&type=chunk)[155](index=155&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=25&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's financial performance, liquidity, and capital resources for Q1 2022 [Results of Operations](index=28&type=section&id=Results%20of%20Operations) Analyzes revenue, gross profit, operating expenses, and net income (loss) for Q1 2022 compared to the prior year Key Performance Metrics Comparison | Metric | Q1 2022 | Q1 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | $223.7M | $235.6M | (5.0)% | | Gross Profit | $83.6M | $100.6M | (17.0)% | | Gross Margin | 37.4% | 42.7% | (530 bps) | | Operating Income (Loss) | $(3.0)M | $47.9M | (106.2)% | | Net Income (Loss) | $(8.4)M | $38.9M | (121.7)% | - The decrease in revenue was driven by lower unit volume for grills (**-15.8%**) and consumables (**-2.8%**), partially offset by a **108.8%** increase in accessories revenue, which benefited from the Apption Labs acquisition[148](index=148&type=chunk)[149](index=149&type=chunk)[151](index=151&type=chunk) - General and administrative expenses surged by **216.2%** to **$42.9 million**, primarily due to a **$13.6 million** increase in equity-based compensation expense and higher personnel-related costs[155](index=155&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash position, available credit facilities, and ability to fund operations - As of March 31, 2022, the company had cash and cash equivalents of **$11.1 million**[161](index=161&type=chunk) - The company has access to a **$125.0 million** Revolving Credit Facility and a Receivables Financing Agreement with a capacity of up to **$100.0 million** to support liquidity[173](index=173&type=chunk)[180](index=180&type=chunk) - Net cash used in operating activities for the quarter was **$46.9 million**, an increase from the **$26.5 million** used in the prior-year period, driven by a net loss and changes in working capital, particularly an increase in accounts receivable[164](index=164&type=chunk)[165](index=165&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) No material changes to market risk disclosures since the Annual Report on Form 10-K - There have been no material changes to the company's market risk disclosures from those in its Annual Report on Form 10-K[186](index=186&type=chunk) [Controls and Procedures](index=33&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls were effective as of March 31, 2022, with no material changes to internal controls - Management concluded that as of March 31, 2022, the company's disclosure controls and procedures were effective at a reasonable assurance level[189](index=189&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[190](index=190&type=chunk) [PART II. OTHER INFORMATION](index=34&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, defaults, and other miscellaneous information [Legal Proceedings](index=34&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company faces various legal proceedings but expects no material adverse effects on operations or financial position - The company states that the ultimate resolution of current legal matters is not expected to have a material adverse effect on its business, financial condition, or operating results[192](index=192&type=chunk) [Risk Factors](index=34&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company reports no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K - There have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K[193](index=193&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECU RITIES%20AND%20USE%20OF%20PROCEEDS) No unregistered equity sales reported; IPO proceeds primarily used for debt prepayment - The company completed its IPO on August 2, 2021, raising net proceeds of **$138.5 million** after deducting underwriter discounts and other expenses[195](index=195&type=chunk) - Approximately **$130.8 million** of the IPO proceeds were used to prepay debt under the First Lien Term Loan Facility, with the remainder used for general corporate and working capital purposes[196](index=196&type=chunk) [Defaults Upon Senior Securities](index=34&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reports no defaults upon senior securities - None[197](index=197&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not applicable[204](index=204&type=chunk) [Other Information](index=35&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company reports no other information for this item - None[205](index=205&type=chunk) [Exhibits](index=35&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed with the report, including CEO and CFO certifications and XBRL data files - Lists exhibits filed with the Form 10-Q, including CEO/CFO certifications and XBRL documents[201](index=201&type=chunk)[202](index=202&type=chunk)[203](index=203&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40694 Traeger, Inc. (Exact name of registrant as specified in its charter) Delaware 82-2739741 (State or other jurisdiction of incorporat ...

Call Start: 16:30 January 1, 0000 5:37 PM ET Traeger, Inc. (NYSE:COOK) Q4 2021 Earnings Conference Call March 23, 2022 16:30 ET CompanyParticipants Nick Bacchus - Vice President of Investor Relations Dom Blosil - Chief Financial Officer Jeremy Andrus - Chief Executive Officer Conference Call Participants Randy Konik - Jefferies Peter Benedict - Baird Simeon Siegel - BMO Capital Markets John Glass - Morgan Stanley Sharon Zackfia - William Blair Joe Feldman - Telsey Advisory Group Operator Thank you for joini ...