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目录
美国
证券和交易委员会
华盛顿特区 20549
表格 10-Q

☒根据1934年证券交易法第13或15(d)节的季度报告
截至季度结束日期的财务报告2024年9月30日
或者
☐根据1934年证券交易法第13或15(d)节的转型报告书
过渡期从 到
委员会档案编号 001-40694
Traeger公司.
(根据其章程规定的注册人准确名称)
特拉华州82-2739741
（国家或其他管辖区的
公司成立或组织）
（IRS雇主
（标识号码）
    
南400西533号。,
盐湖城, 犹他州
84101
(主要行政办公室地址)(邮政编码)

(801) 701-7180
（注册人的电话号码，包括区号）
不适用
（前名称、地址及财政年度，如果自上次报告以来有更改）
在法案第12(b)条的规定下注册的证券：
每个类别的标题交易标的在其上注册的交易所的名称
普通股，每股面值$0.0001纽交所纽约证券交易所
请勾选以下选项以指示注册人是否在过去12个月内(或在注册人需要提交此类报告的较短时间内)已提交证券交易法1934年第13或15(d)条所要求提交的所有报告，并且在过去90天内已受到此类报告提交要求的影响。是 ☒ 否 ☐
请在以下勾选方框表示注册人是否已在Regulation S-T Rule 405规定的前12个月(或在注册人需要提交此类文件的较短期间内)提交了每个互动数据文件。是 ☒ 否 ☐
请在勾选标记中表明发行人是大型加速申报人、加速申报人、非加速申报人、较小报告公司还是新兴增长型公司。请参见证券交易所法案规则12b-2中“大型加速申报人”、“加速申报人”、“较小报告公司”和“新兴增长型公司”的定义。
大型加速报告人☐加速文件提交人☒
非加速文件提交人☐较小的报告公司☒
新兴成长公司☒

目录
如果是新兴成长公司，请勾选复选框，表示注册人选择不使用展期以符合根据交易所法第13(a)条提供的任何新的或修订后的财务会计准则的要求。 ☐
请在“是”旁边打勾，如果注册公司是一个空壳公司（根据证券交易法规则12b-2定义）：是 ☐ 不是 ☒
截至2024年11月1日，股份公司的普通股流通数量为 130,601,857该注册者的普通股共发行了价值0.0001美元的股票。

目录
目录
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目录
关于前瞻性声明的警示说明
本季度报告Form 10-Q中包含前瞻性声明。我们拟将此类前瞻性声明纳入《1933年证券法修正案》第27A条和《1934年证券交易法修正案》第21E条中关于前瞻性声明的安全港规定范围内。除本季度报告Form 10-Q中包含的历史事实声明外，所有其他声明均可能属于前瞻性声明。在某些情况下，您可以通过诸如“可能”，“将”，“应当”，“预计”，“计划”，“预期”，“可能”，“打算”，“目标”，“项目”，“考虑”，“相信”，“估计”，“预测”，“潜在”或“继续”等术语来识别前瞻性声明，或这些术语的否定形式或其他类似表达。本季度报告Form 10-Q中包含的前瞻性声明包括但不限于有关我们未来经营结果和财务状况、一般宏观经济趋势、行业和业务趋势、股权激励、业务策略、计划、市场增长及我们未来经营目标的声明。
本10-Q表季度报告中的前瞻性陈述只是预测。我们的这些前瞻性陈述主要基于我们当前对未来事件和财务趋势的预期和预测，我们认为这些事件和财务趋势可能会影响我们的业务、财务状况和经营业绩。前瞻性陈述涉及已知和未知的风险、不确定性和其他重要因素，这些因素可能导致我们的实际业绩、业绩或成就与前瞻性陈述所表达或暗示的任何未来业绩、业绩或成就存在重大差异，包括但不限于我们的营业亏损历史、我们有效管理未来增长的能力、我们向其他市场扩张的能力、我们维持和加强品牌以产生和维持对我们产品的持续需求的能力，我们以具有成本效益的方式吸引新客户和留住现有客户的能力，我们未能将产品质量和产品性能保持在可接受的成本上，产品责任和保修索赔以及产品召回的影响，我们运营所在的激烈市场，社交媒体和社区大使的使用，与环境、社会和治理（“ESG”）问题有关的问题，无论是与我们自己的运营还是供应链合作伙伴的运营，均有所下降我们烤架的销售，我们对烤架的依赖三大零售商、与我们的国际业务相关的风险、我们对有限数量的第三方制造商的依赖、供应商的问题（或损失）或无法获得原材料，以及我们的股东影响公司事务的能力以及第一部分第1A项中讨论的其他重要因素。我们的 “风险因素” 10-K 表年度报告 截至2023年12月31日的财年，于2024年3月8日向美国证券交易委员会提交。本10-Q表季度报告中的前瞻性陈述基于截至本10-Q表季度报告发布之日我们获得的信息，尽管我们认为此类信息构成了此类陈述的合理依据，但此类信息可能有限或不完整，不应将我们的陈述理解为表明我们已对所有可能的相关信息进行了详尽的调查或审查。这些陈述本质上是不确定的，提醒投资者不要过分依赖这些陈述。
You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report on Form 10-Q, whether as a result of any new information, future events or otherwise.
ii
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRAEGER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
September 30,
2024		December 31,
2023
(unaudited)
ASSETS
Current Assets
Cash and cash equivalents$16,872 $29,921 
Accounts receivable, net70,786 59,938 
Inventories105,058 96,175 
Prepaid expenses and other current assets24,348 30,346 
Total current assets217,064 216,380 
Property, plant, and equipment, net38,241 42,591 
Operating lease right-of-use assets45,429 48,188 
Goodwill74,725 74,725 
Intangible assets, net438,922 470,546 
Other non-current assets3,695 8,329 
Total assets$818,076 $860,759 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable$30,575 $33,280 
Accrued expenses56,630 52,941 
Line of credit12,000 28,400 
Current portion of notes payable250 250 
Current portion of operating lease liabilities3,744 3,608 
Current portion of contingent consideration— 15,000 
Other current liabilities498 495 
Total current liabilities103,697 133,974 
Notes payable, net of current portion398,159 397,300 
Operating leases liabilities, net of current portion27,574 29,142 
Deferred tax liability8,241 8,236 
Other non-current liabilities579 759 
Total liabilities538,250 569,411 
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 13 
Additional paid-in capital956,195 935,272 
Accumulated deficit
(681,927)(654,877)
Accumulated other comprehensive income
5,545 10,940 
Total stockholders’ equity
279,826 291,348 
Total liabilities and stockholders’ equity
$818,076 $860,759 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
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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,
2024202320242023
Revenue$122,050 $117,730 $435,435 $442,403 
Cost of revenue70,362 73,064 248,856 278,983 
Gross profit51,688 44,666 186,579 163,420 
Operating expenses:
Sales and marketing26,162 25,913 76,065 75,903 
General and administrative24,135 24,823 86,764 103,873 
Amortization of intangible assets8,819 8,889 26,456 26,666 
Change in fair value of contingent consideration— (2,300)— 508 
Restructuring costs— 225 — 225 
Total operating expense59,116 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 diluted128,291,933 124,053,643 126,886,385 123,265,134 
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)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
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TRAEGER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(unaudited)
(in thousands, except share amounts)
Three Months Ended September 30, 2024 and 2023
Common StockAdditional Paid-in CapitalAccumulated
Deficit		Accumulated
Other Comprehensive Income		Total Stockholders'  Equity
SharesAmount
Balance at June 30, 2024
129,110,864 $13 $952,435 $(662,138)$6,976 $297,286 
Issuance of common stock under stock plan1,961,570 — — — — — 
Shares withheld related to net share settlement(644,942)— (2,141)— — (2,141)
Stock-based compensation— — 5,901 — — 5,901 
Net loss
— — — (19,789)— (19,789)
Foreign currency translation adjustments— — — — 25 25 
Amortization of dedesignated cash flow hedge— — — — (1,456)(1,456)
Balance at September 30, 2024
130,427,492 $13 $956,195 $(681,927)$5,545 $279,826 
Balance at June 30, 2023
123,960,782 $12 $923,048 $(611,571)$16,036 $327,525 
Issuance of common stock under stock plan1,698,188 1 — — — 1 
Stock-based compensation — — 6,201 — — 6,201 
Net loss
— — — (19,261)— (19,261)
Foreign currency translation adjustments— — — — (27)(27)
Amortization of dedesignated cash flow hedge— — — — (2,666)(2,666)
Balance at September 30, 2023
125,658,970 $13 $929,249 $(630,832)$13,343 $311,773 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
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TRAEGER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(unaudited)
(in thousands, except share amounts)
Nine Months Ended September 30, 2024 and 2023
Common StockAdditional Paid-in CapitalAccumulated
Deficit		Accumulated
Other Comprehensive Income		Total
Member's and Stockholders'  Equity
SharesAmount
Balance at December 31, 2023
125,865,303 $13 $935,272 $(654,877)$10,940 $291,348 
Issuance of common stock under stock plan5,207,131 — — — — — 
Shares withheld related to net share settlement(644,942)— (2,141)— — (2,141)
Stock-based compensation— — 23,064 — — 23,064 
Net loss
— — — (27,050)— (27,050)
Foreign currency translation adjustments— — — — 111 111 
Amortization of dedesignated cash flow hedge— — — — (5,506)(5,506)
Balance at September 30, 2024
130,427,492 $13 $956,195 $(681,927)$5,545 $279,826 
Balance at December 31, 2022
122,624,414 $12 $882,069 $(570,475)$23,263 $334,869 
Issuance of common stock under stock plan3,034,556 1 — — — 1 
Stock-based compensation— — 47,180 — — 47,180 
Net loss
— — — (60,357)— (60,357)
Foreign currency translation adjustments— — — — (24)(24)
Change in cash flow hedge— — — — (2,088)(2,088)
Amortization of dedesignated cash flow hedge(7,808)(7,808)
Balance at September 30, 2023
125,658,970 $13 $929,249 $(630,832)$13,343 $311,773 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
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TRAEGER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Nine Months Ended September 30,
20242023
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 equipment10,139 11,204 
Amortization of intangible assets31,936 32,074 
Amortization of deferred financing costs1,500 1,519 
Loss on disposal of property, plant and equipment414 2,262 
Stock-based compensation expense23,064 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 adjustments1,425 141 
Change in operating assets and liabilities:
Accounts receivable
(10,851)(9,099)
Inventories
(8,883)51,580 
Prepaid expenses and other current assets2,596 (6,077)
Other non-current assets86 (393)
Accounts payable and accrued expenses5,020 (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 equipment113 2,925 
Net cash used in investing activities
(10,233)(13,126)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit47,000 103,100 
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 period29,921 51,555 
CASH AND CASH EQUIVALENTS AT END OF PERIOD$16,872 $11,280 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
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TRAEGER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
(Continued)Nine Months Ended September 30,
20242023
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 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
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TRAEGER, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Nature of Operations – Traeger, Inc. and its wholly owned Subsidiaries (collectively "Traeger" or the "Company") design, source, sell, and support wood pellet fueled barbecue grills sold to retailers, distributors, and direct to consumers. The Company produces and sells the pellets used to fire the grills and also sells Traeger-branded rubs, spices and sauces, as well as grill accessories (including P.A.L. Pop-And-Lock accessory rails, covers, barbecue tools, trays, liners, MEATER smart thermometers and merchandise). A significant portion of the Company’s sales are generated from customers throughout the United States ("U.S."), and the Company continues to develop distribution in Canada and Europe. The Company’s headquarters are in Salt Lake City, Utah.
Basis of Presentation and Principles of Consolidation – The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").
The balance sheet as of December 31, 2023 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 8, 2024 (the "Annual Report on Form 10-K").
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to fairly present the consolidated financial position, results of operations and cash flows for the interim periods presented. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of results that may be expected for any other interim period or for the year ended December 31, 2024
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform with the current period’s presentation. The reclassifications did not have a significant impact on the accompanying unaudited condensed consolidated financial statements.
There have been no significant changes in the Company’s significant accounting policies during the three and nine months ended September 30, 2024, as compared with those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 8, 2024.
Emerging Growth Company Status – The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 ("JOBS Act"). Under the JOBS Act, emerging growth companies can delay adopting new or revised financial accounting standards until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with the adoption of new or revised accounting standards and as a result of this election, its financial statements may not be comparable to companies that comply with public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the end of the fiscal year in which the market value of its common stock that is held by non-affiliates is at least $700 million as of the last business day of its most recently completed second fiscal quarter, (ii) the end of the fiscal year in which the Company has total annual gross revenues of $1.24 billion or more during such fiscal year, (iii) the date on which the Company issues more than $1.0 billion in non-convertible debt in a three-year period, or (iv) December 31, 2026.
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates – The preparation of these financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates and the assumptions made by management that present the greatest amount of estimation uncertainty include customer credits and returns, obsolete inventory reserves, valuation and impairment of intangible assets including goodwill, unrealized positions on foreign currency derivatives and reserves for warranty. Actual results could differ from these estimates.
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Concentrations – Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash in banks, trade accounts receivable, foreign currency contracts, and business activity with certain third-party contract manufacturers of our products. Credit is extended to customers based on an evaluation of the customer’s financial condition and collateral is not generally required in the Company’s sales transactions. Three customers (each large U.S. retailers) that accounted for a significant portion of net sales are as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Customer A29 %14 %24 %18 %
Customer B18 %20 %18 %18 %
Customer C6 %8 %9 %12 %
Concentrations of credit risk exist to the extent credit terms are extended with four customers that account for a significant portion of the Company’s trade accounts receivables. As of September 30, 2024, there were four customers A, B, C, and D that accounted for 37%, 24%, 3%, and 12% of the Company's trade accounts receivables as compared to 37%, 11%, 6%, and 14% as of December 31, 2023. A disruption to a business that would impact its ability to meet its financial obligations on the part of any one of these four customers could result in a material amount of exposure to the Company. No other single customer accounted for greater than 10% of trade accounts receivable as of September 30, 2024 or December 31, 2023. Additionally, no other single customer accounted for greater than 10% of the Company’s net sales for the three and nine months ended September 30, 2024 and 2023, respectively.
The Company’s sales to dealers and distributors located outside the United States are generally denominated in U.S. dollars. The Company does have sales to certain dealers located in the European Union, the United Kingdom and Canada which are denominated in Euros, British Pounds and Canadian Dollars, respectively.
The Company relies on a limited number of suppliers for its contract manufacturing of grills and accessories. A significant disruption in the operations of certain of these manufacturers, or in the transportation of parts and accessories would impact the production of the Company’s products for a substantial period of time, which could have a material adverse effect on the Company’s business, financial condition and results of operations.
Revenue Recognition and Sales Reserves and Allowances – The Company recognizes revenue at the amount to which it expects to be entitled when a contract exists with a customer that specifies the goods and services to be provided at an agreed upon sales price and when the performance obligation is satisfied. The performance obligation for most of the Company’s sales transactions is considered complete when control transfers, which is determined when products are shipped or delivered to the customer depending on the terms of the contract. Sales are made on normal and customary short-term credit terms or upon delivery of point-of-sale transactions.
Shipping charges billed to customers are included in net sales and related shipping costs are included in cost of sales. The company has elected to account for shipping and handling activities performed after control has been transferred to the customer as a fulfillment cost.
The Company enters into contractual arrangements with customers in the form of individual customer orders which specify the goods, quantity, pricing, and associated order terms. The Company does not have long-term contracts that are satisfied over time. Due to the nature of the contracts, no significant judgment exists in relation to the identification of the customer contract or satisfaction of the performance obligation. The Company expenses incremental costs of obtaining a contract due to the short-term nature of the contracts.
The Company has certain contractual programs and practices with customers that can give rise to elements of variable consideration such as customer cooperative advertising and volume incentive rebates. The Company estimates the variable consideration using the most likely amount method based on sales and contractual rates with each customer and records the estimated amount of credits for these programs as a reduction to net sales.
The Company has entered into contracts with some customers that allow for credits to be claimed for certain matters of operational compliance or for returns to the retail customer from end consumers. Credits that will be issued associated with these items are estimated using the expected value method and are based on actual historical experience and are recorded as a reduction of revenue at the time of recognition or when circumstances change resulting in a change in estimated returns. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.
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New Accounting Pronouncements Recently Adopted – In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.
3 – REVENUE
The following tables disaggregate revenue by product category, geography, and sales channel for the periods indicated (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
Revenue by product category2024202320242023
Grills$74,931 $56,573 $246,721 $239,444 
Consumables22,531 25,385 88,621 90,330 
Accessories24,588 35,772 100,093 112,629 
Total revenue$122,050 $117,730 $435,435 $442,403 
Three Months Ended September 30,Nine Months Ended September 30,
Revenue by geography2024202320242023
North America$112,709 $102,125 $389,914 $399,280 
Rest of world9,341 15,605 45,521 43,123 
Total revenue$122,050 $117,730 $435,435 $442,403 
Three Months Ended September 30,Nine Months Ended September 30,
Revenue by sales channel2024202320242023
Retail$100,118 $91,764 $367,617 $359,726 
Direct to consumer21,932 25,966 67,818 82,677 
Total revenue$122,050 $117,730 $435,435 $442,403 
4 – ACCOUNTS RECEIVABLES, NET
Accounts receivable consists of the following (in thousands):
September 30,
2024		December 31,
2023
Trade accounts receivable$89,121 $77,299 
Allowance for expected credit losses(446)(549)
Sales reserves, discounts and allowances
(17,889)(16,812)
Total accounts receivable, net$70,786 $59,938 
5 – INVENTORIES
Inventories consisted of the following (in thousands):
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September 30,
2024		December 31,
2023
Raw materials$5,372 $6,645 
Work in process6,943 9,798 
Finished goods92,743 79,732 
Inventories$105,058 $96,175 
6 – ACCRUED EXPENSES
Accrued expenses consisted of the following (in thousands):
September 30,
2024		December 31,
2023
Accrual for inventories in-transit$8,669 $9,927 
Warranty accrual6,443 7,240 
Accrued compensation and bonus7,089 6,935 
Other34,429 28,839 
Accrued expenses$56,630 $52,941 
The changes in the Company’s warranty accrual, included in accrued expenses on the accompanying condensed consolidated balance sheets, were as follows for the fiscal periods indicated (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Warranty accrual, beginning of period$6,756 $7,486 $7,240 $7,368 
Warranty claims(1,373)(2,435)(3,695)(6,015)
Warranty costs accrued1,060 2,120 2,898 5,818 
Warranty accrual, end of period$6,443 $7,171 $6,443 $7,171 
7 – DERIVATIVES
Interest Rate Swap
On February 25, 2022, the Company entered into a floating-to-fixed interest rate swap agreement to hedge or otherwise protect against fluctuations on a portion of the Company's variable rate debt. The agreement provides for a notional amount of $379.2 million, fixed rate of 2.08% and a maturity date of February 28, 2026. This agreement was designated as a cash flow hedge on the exposure of the variability of future cash flows subject to the variable monthly interest rates on $379.2 million of the term loan portion under the First Lien Term Loan Facility (as defined below). The Company assessed hedge effectiveness at the time of entering into the agreement, utilizing a regression analysis, and determined the hedge is expected to be highly effective.
As a cash flow hedge, the interest rate swap is revalued at current market rates, with the changes in valuation being recorded in other comprehensive income within the accompanying condensed consolidated statements of operations and comprehensive loss, to the extent that the hedge is effective. The gains or losses on the interest rate swaps are recorded in accumulated other comprehensive income within the accompanying condensed consolidated balance sheets and are reclassified into interest expense in the periods in which the interest rate swap affects earnings. The cash flows related to interest settlements and changes in valuation are classified consistent with the treatment of the hedged monthly interest payments generally as operating activities on the accompanying condensed consolidated statement of cash flows.
In January 2023, the Company changed the interest reset period from one month to three months on the term loan portion under the First Lien Term Loan Facility (as defined below). As a result, the Company dedesignated its hedging relationship. At the time of dedesignation total amount recorded in accumulated other comprehensive income ("AOCI") was $21.3 million and will be amortized into earnings as a reduction of interest expense over the term of the previously hedged interest payments. As of September 30, 2024, the Company had $5.5 million remaining within AOCI to be amortized into earnings as a reduction of interest expense.
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For periods where the net position is in an asset balance, the balance is recorded within prepaid expenses and other current assets and other non-current assets on the accompanying condensed balance sheets. The gross and net balances from the interest rate swap contract position were as follows (in thousands):
September 30,
2024		December 31,
2023
Gross Asset Fair Value$8,706 $16,248 
Gross Liability Fair Value— — 
Net Asset Fair Value$8,706 $16,248 
Foreign Currency Contracts
The Company is exposed to foreign currency exchange rate risk related to its purchases and international operations. The Company utilizes foreign currency contracts to manage foreign currency risk in purchasing inventory and capital equipment, and future settlement of foreign denominated assets and liabilities. The volume of the Company’s foreign currency contract activity is limited by the amount of transaction exposure in each foreign currency and the Company’s election as to whether to hedge the transactions. There are no derivative instruments entered into for speculative purposes.
The Company had outstanding foreign currency contracts as of September 30, 2024 and December 31, 2023. The Company did not elect hedge accounting for any of these contracts. The fair market value of the contracts in an asset position are offset by the fair market value of the contracts in a liability position to reach a net position. For periods where the net position is an asset balance, the balance is recorded within prepaid expenses and other current assets on the accompanying condensed consolidated balance sheets and for periods where the net position is a liability balance, the balance is recorded within other current liabilities on the accompanying condensed consolidated balance sheets. Changes in the net fair value of contracts are recorded in other income (expense), net within the accompanying condensed consolidated statements of operations and comprehensive loss.
The gross and net balances from foreign currency contract positions were as follows (in thousands):
September 30,
2024		December 31,
2023
Gross Asset Fair Value$91 $76 
Gross Liability Fair Value— — 
Net Fair Value$91 $76 
Gains (losses) from foreign currency contracts were recorded in other income (expense), net within the accompanying condensed consolidated statements of operations and comprehensive loss as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Realized losses
$(328)$(804)$(865)$(2,484)
Unrealized gains (losses)
390 410 15 (279)
Total losses$62 $(394)$(850)$(2,763)
8 – FAIR VALUE MEASUREMENTS
For financial assets and liabilities recorded at fair value on a recurring or non-recurring basis, fair value is the price the Company would receive to sell an asset, or pay to transfer a liability, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction. In determining fair value, observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. These two types of inputs create the following fair value hierarchy:
•Level 1: Quoted prices for identical instruments in active markets.
•Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
•Level 3: Significant inputs to the valuation model are unobservable.
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The following table presents information about the fair value measurement of the Company’s financial instruments (in thousands):
Financial Instruments Recorded at Fair Value on a Recurring Basis:Fair Value
Measurement
Level
As of
September 30,
2024
As of
December 31,
2023
Assets:
Derivative assets—foreign currency contracts (1)
2$91 $76 
Derivative assets—interest rate swap contract (2)
28,706 16,248 
Total assets$8,797 $16,324 
Liabilities:
Contingent consideration—earn out (3)
3$— $15,000 
Total liabilities$— $15,000 
(1)Included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets.
(2)Included in prepaid expenses and other current assets and other non-current assets in the accompanying condensed consolidated balance sheets.
(3)Included in current contingent consideration in the accompanying condensed consolidated balance sheets.
Transfers of assets and liabilities among Level 1, Level 2 and Level 3 are recorded as of the actual date of the events or change in circumstances that caused the transfer. As of September 30, 2024 and December 31, 2023, there were no transfers between levels of the fair value hierarchy of the Company’s assets or liabilities measured at fair value.
The fair value of the Company’s derivative assets through its foreign currency contracts is based upon observable market-based inputs that reflect the present values of the differences between estimated future foreign currency rates versus fixed future settlement prices per the contracts, and therefore, are classified within Level 2. The fair value of the Company's interest rate swap contract held with a financial institution is classified as a Level 2 financial instrument, which is valued using observable underlying interest rates and market-determined risk premiums at the reporting date.
On November 10, 2022, the Company entered into the second amendment to the share purchase agreement associated with the Apption Labs business combination to extend the earn out period through the end of fiscal year 2023. This amendment also modified the contingent consideration calculation associated with the achievement of certain revenue, earnings, and successful product launch thresholds for fiscal years 2022 and 2023. In April 2024, the Company paid the remaining $15.0 million of contingent consideration based on the achievement of certain earnings and product launch thresholds for fiscal year 2023.
The fair values of the Company's contingent consideration earn out obligation were estimated using a Black Scholes model. Key assumptions used in these estimates include the weighted average cost of capital and the probability assessments with respect to the likelihood of achieving the forecasted performance targets consistent with the level of risk of achievement. As these are significant unobservable inputs, the contingent consideration earn out obligation is included in Level 3 inputs.
At each reporting date, the Company revalues the contingent consideration obligation to its fair value and records increases and decreases in fair value in the revaluation of contingent consideration in our accompanying condensed consolidated statements of operations and comprehensive loss. Changes in the fair value of the contingent consideration obligation results from changes in discount periods and rates, and changes in probability assumptions with respect to the likelihood of achieving the performance targets.
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The following table presents the fair value of contingent consideration (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Contingent consideration, beginning of period$— $13,110 $15,000 $22,747 
Payments of contingent consideration— — (15,000)(12,445)
Change in fair value of contingent consideration— (2,300)— 508 
Contingent consideration, end of period$— $10,810 $— $10,810 
The following table reconciles the changes in fair value of contingent consideration and payments of contingent consideration to the accompanying condensed consolidated statement of cash flows and condensed consolidated statements of operations and comprehensive loss (in thousands):
Nine Months Ended September 30,
20242023
Total payment of contingent consideration
$15,000 $12,445 
Less: amounts paid in excess of the acquisition date fair value of the contingent consideration (1)
(15,000)(220)
Acquisition date fair value of contingent consideration (2)
$— $12,225 
Change in fair value of contingent consideration (3)
$— $508 
Less: amounts paid in excess of the acquisition date fair value of the contingent consideration (1)
(15,000)(220)
Net change in contingent consideration (4)
$(15,000)$288 
(1)Included in the change in contingent consideration as an operating activity in the accompanying condensed consolidated statement of cash flows.
(2)Agrees to the payments of acquisition related contingent consideration as a financing activity within the accompanying condensed consolidated statement of cash flows.
(3)Agrees to the change in fair value of contingent consideration in the accompanying condensed consolidated statement of operations and comprehensive loss.
(4)Agrees to the change in contingent consideration as an operating activity in the accompanying condensed consolidated statement of cash flows.
The following financial instruments are recorded at their carrying amount (in thousands):
As of September 30, 2024
As of December 31, 2023
Financial Instruments Recorded at Carrying Amount:Carrying
Amount		Estimated
Fair Value		Carrying
Amount		Estimated
Fair Value
Liabilities:
Debt—Credit Facilities (1)
$403,638 $382,447 $403,825 $357,498 
Total liabilities$403,638 $382,447 $403,825 $357,498 
(1)Included in current portion of notes payable and notes payable, net of current portion within the accompanying condensed consolidated balance sheets. Due to the unobservable nature of the inputs these financial instruments are considered to be Level 3 instruments in the fair value hierarchy.
9 – DEBT AND FINANCING ARRANGEMENTS
Notes Payable
On June 29, 2021, the Company refinanced its existing credit facilities and entered into a new first lien credit agreement, as borrower, with Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and other lenders party thereto as joint lead arrangers and joint bookrunners (the "First Lien Credit Agreement"). The First Lien Credit Agreement provides for a $560.0 million senior secured term loan facility (the "First Lien Term Loan Facility"), including a $50.0 million delayed draw term loan, and a $125.0 million revolving credit facility (the "Revolving Credit Facility" and, together with the First Lien Term Loan Facility, the "Credit Facilities"). The Company entered into an agency transfer agreement on April 30, 2024, pursuant to which Morgan Stanley Senior Funding, Inc. succeeded Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent for the Credit Facilities. The Company’s obligations under the First Lien Credit Agreement are substantively unchanged.
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The First Lien Term Loan Facility accrues interest at a rate per annum that considers both fixed and floating components. The fixed component ranges from 3.00% to 3.25% per annum based on the Company's Public Debt Rating (as defined in the First Lien Credit Agreement). The floating component was based on the Term SOFR (as defined in the First Lien Credit Agreement) for the relevant interest period. The First Lien Term Loan Facility requires periodic principal payments from December 2021 through June 2028, with any remaining unpaid principal and any accrued and unpaid interest due on the maturity date of June 29, 2028. As of September 30, 2024, the total principal amount outstanding on the First Lien Term Loan Facility was $403.6 million.
Loans under the Revolving Credit Facility accrue interest at a rate per annum that considers both fixed and floating components. The fixed component ranges from 2.75% to 3.25% per annum based on the Company's most recently determined First Lien Net Leverage Ratio (as defined in the First Lien Credit Agreement). The floating component was based on the Term SOFR for the relevant interest period. The Revolving Credit Facility also has a variable commitment fee, which is based on the Company's most recently determined First Lien Net Leverage Ratio and ranges from 0.25% to 0.50% per annum on undrawn amounts. Letters of credit may be issued under the Revolving Credit Facility in an amount not to exceed $15.0 million which, when issued, lower the overall borrowing capacity of the facility. The Revolving Credit Facility expires on June 29, 2026 and no principal payments are due before such date. As of September 30, 2024, the Company had no outstanding loan amounts under the Revolving Credit Facility.
The First Lien Credit Agreement contains certain affirmative and negative covenants that limit the Company's ability to, among other things, incur additional indebtedness or liens (with certain exceptions), make certain investments, engage in fundamental changes or transactions including changes of control, transfer or dispose of certain assets, make restricted payments (including dividends), engage in new lines of business, make certain prepayments and engage in certain affiliate transactions. In addition, the Company is subject to a financial covenant and is required to maintain a First Lien Net Leverage Ratio (as defined in the First Lien Credit Agreement) not to exceed 6.20 to 1.00. As of September 30, 2024, the Company was in compliance with the covenants under the Credit Facilities.
Accounts Receivable Credit Facility
On November 2, 2020, the Company entered into a receivables financing agreement (as amended, the "Receivables Financing Agreement"). Through the Receivables Financing Agreement, the Company participates in a trade receivables securitization program, administered on its behalf by MUFG Bank Ltd. ("MUFG"), using outstanding accounts receivable balances as collateral, which have been contributed by the Company to its wholly owned subsidiary and special purpose entity, Traeger SPE LLC (the "SPE"). While the Company provides operational services to the SPE, the receivables are owned by the SPE once contributed to it by the Company. The Company is the primary beneficiary and holds all equity interests of the SPE, thus the Company consolidates the SPE without any significant judgments.
On November 8, 2023, the Company entered into Amendment No. 9 to the Receivables Financing Agreement in order to extend the expiration of the facility by one year to June 27, 2025. As part of the amendment, the maximum borrowing capacity was decreased from $100.0 million to $75.0 million and allows for seasonal adjustments, at the discretion of the Company (with consent of the lenders under the Receivables Financing Agreement), to change the capacity anywhere between $30.0 million and $75.0 million. The Company is required to pay fixed interest on outstanding cash advances of 2.5%, a floating interest based on the CP Rate (as defined in the Receivables Financing Agreement), and an unused capacity charge that ranges from 0.25% to 0.5%. Amendment No. 9 also implemented a new liquidity threshold at $42.5 million of liquidity. If the Company's liquidity falls below this threshold, it may result in an increase in the required level of reserves, which would result in a reduction of the Company's borrowing base under the Receivables Financing Agreement during such a liquidity shortfall.
On August 6, 2024, the Company entered into Amendment No. 10 to the Receivables Financing Agreement in order to extend the expiration of the facility to August 6, 2027. As part of the amendment, the Company is required to pay an upfront fee for the facility, along with a fixed interest rate on outstanding cash advances of approximately 2.6% and a floating interest rate based on the CP Rate or Adjusted Term SOFR (each as defined in the Receivables Financing Agreement). The Company was in compliance with the covenants under the Receivables Financing Agreement as of September 30, 2024.
As of September 30, 2024, the Company had drawn down $12.0 million under this facility for general corporate and working capital purposes.
10 – COMMITMENTS AND CONTINGENCIES
Legal Matters
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In the normal course of business, the Company is involved in legal proceedings and other potential loss contingencies, some of which are covered by insurance. In accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies ("Topic 450"), the Company establishes accruals for contingencies when it is probable that a loss will be incurred and the amount, or range of amounts, can be reasonably estimated. If the reasonable estimate is a range, the Company will accrue the best estimate in that range. When no amount within the range is a better estimate than any other amount, the Company will accrue the minimum amount in the range. Legal proceedings and other contingencies for which no accrual has been established are disclosed to the extent required by ASC Topic 450.
In August 2024, the Company received an offer of compromise to reach an out-of-court settlement for a product liability matter. The Company believes this matter, and any monetary settlement associated with it, is covered by its insurance policies. The Company establishes accruals when a particular contingency is probable and reasonably estimable. As of September 30, 2024, although the loss is probable, the Company has not recorded an accrual because the amount is not reasonably estimable.
The Company regularly evaluates the status of legal proceedings and other matters in which the Company is involved to assess whether a loss is probable or there is a reasonable possibility that a loss or additional loss may have been incurred to determine if accruals are appropriate. The Company further evaluates each legal proceeding and other matters to assess whether an estimate of possible loss or range of loss can be made to determine whether accruals are appropriate. For the matter described above, management is unable to provide a meaningful estimate of the possible loss or range of possible loss because, among other reasons, there is uncertainty as to the outcome of the settlement negotiations. For this matter, while management does not believe, based on currently available information and the anticipated coverage from the Company's insurance policies, that the outcomes of the matter will have a material effect on the Company's condensed consolidated financial position, results of operations or cash flows, we cannot give any assurance regarding the ultimate outcome of the matter.
11 – STOCK-BASED COMPENSATION
The Traeger, Inc. 2021 Incentive Award Plan (the "2021 Plan") provides for the grant of stock options, including incentive stock options, and nonqualified stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation rights, and other stock or cash awards to the Company’s employees and consultants and directors of the Company and its subsidiaries. Subject to the adjustment described in the following sentence, the initial number of shares of the Company's common stock available for issuance under awards granted pursuant to the 2021 Plan was equal to 14,105,750 shares, increased to 19,983,145 shares on January 1, 2022 by operation of an annual increase provision in the 2021 Plan, and which shares may be authorized but unissued shares, treasury shares, or shares purchased in the open market. On January 1, 2024 and 2023, an additional 6,293,265 and 6,131,220 shares of common stock became available for issuance under awards granted pursuant to the 2021 Plan, respectively, as a result of the operation of an automatic annual increase provision in the 2021 Plan. Notwithstanding anything to the contrary in the 2021 Plan, no more than 100,000,000 shares of our common stock may be issued pursuant to the exercise of incentive stock options under the 2021 Plan.
The Company's stock-based compensation was classified as follows in the accompanying condensed consolidated statements of operations and comprehensive loss (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Cost of revenue$17 $20 $60 $55 
Sales and marketing785 1,386 2,330 3,068 
General and administrative5,099 4,795 20,674 44,057 
Total stock-based compensation$5,901 $6,201 $23,064 $47,180 
2023 Performance Shares
On April 13, 2023, following mutual agreement between the Company and each named executive officer, our board of directors approved the cancellation and termination of the unearned performance stock units originally granted to certain executives in connection with the initial public offering. On the same day, the Company’s board of directors approved a grant to the Chief Executive Officer (“CEO”) of an award of 1,037,728 performance-based restricted shares (the “2023 Performance Shares”).
The 2023 Performance Shares were eligible to be earned upon the achievement of an Adjusted EBITDA goal during the fiscal year ending on December 31, 2023. Based on the achievement of the Adjusted EBITDA goal, the 2023 Performance Shares became earned and vested on March 31, 2024.
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2024 Performance Shares
On February 6, 2024, the Company’s board of directors approved a grant to the CEO of an award of 2,075,456 performance-based restricted shares (the “2024 Performance Shares” and, together with the 2023 Performance Shares, the “CEO Performance Shares”). The 2024 Performance Shares were issued under the 2021 Plan and are intended to retain and incentivize the CEO to lead the Company to sustained, long-term superior financial performance.
The number of 2024 Performance Shares eligible to be earned are determined upon the achievement of the Threshold, Target and Maximum Adjusted EBITDA Goals (as defined in the performance-based restricted stock agreement) for the fiscal year ending on December 31, 2024. Any 2024 Performance Shares that become earned based on the achievement of the Adjusted EBITDA goals will vest on March 31, 2025.
To the extent that the Company achieves Adjusted EBITDA that is less than the Threshold Adjusted EBITDA Goal during the 2024 fiscal year, then 1,037,728 of the 2024 Performance Shares will instead become eligible to be earned based on the achievement of a stock price goal of $18.00 per share (the “Stock Price Goal”) for the period beginning on January 1, 2025 and ending on August 2, 2031. If the Stock Price Goal is achieved, the 2024 Performance Shares that become earned as a result of the achievement of the Stock Price Goal will vest on the later of March 31, 2025 or the date on which the Stock Price Goal is achieved.
The vesting of the 2024 Performance Shares is in all cases subject to the CEO’s continued service as the Company’s Chief Executive Officer or Executive Chairman of our board of directors.
Performance-Based Restricted Stock Units
On April 5, 2024, the Company’s board of directors approved the granting of performance-based restricted stock units (“PSUs”) to certain executives. The number of PSUs eligible to be earned are determined upon the achievement of the Threshold, Target and Maximum Adjusted EBITDA Goals (as defined in the PSU Agreement) for the fiscal year ending on December 31, 2024. Any PSUs that become earned based on the achievement of the Adjusted EBITDA goals will primarily vest on March 31, 2025.
The vesting of the PSUs is in all cases subject to the continued employment with the Company or its affiliates.
For the time-based restricted stock units (“RSUs”) and PSUs, the compensation expense is recognized on a straight-line basis over the vesting schedule and on an accelerated basis over the tranche’s requisite service period, respectively. For the CEO Performance Shares, the compensation expense is recognized on an accelerated basis over the tranche’s requisite service period. The compensation expense related to the PSUs and CEO Performance Shares could increase or decrease depending on the estimated probability of achieving the Adjusted EBITDA goals over the requisite service period. In addition, when an award is forfeited prior to the vesting date, the Company will recognize an adjustment for the previously recognized expense in the period of the forfeiture, with the exception of performance-based awards for which the requisite service period has been satisfied.
The grant date fair values of the 2024 Performance Shares and PSUs were based on the shares and units eligible to be earned under the Target Adjusted EBITDA Goal as of the applicable grant date.
A summary of the time-based restricted stock unit activity during the nine months ended September 30, 2024 was as follows:
UnitsWeighted Average Grant Date Fair Value
Outstanding at December 31, 2023
8,098,660 $4.84 
Granted4,775,837 2.55 
Vested(3,131,675)6.10 
Forfeited(553,736)4.21 
Outstanding at September 30, 2024
9,189,086 $3.26 
As of September 30, 2024, the Company had $22.1 million of unrecognized stock-based compensation expense related to unvested time-based restricted stock units that is expected to be recognized over a weighted-average period of 1.99 years.
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A summary of the performance-based restricted stock unit and performance-based restricted share activity during the nine months ended September 30, 2024 was as follows:
UnitsWeighted Average Grant Date Fair Value
Outstanding at December 31, 2023
1,037,728 $15.58 
Granted3,152,807 2.21 
Vested(1,037,728)15.58 
Forfeited or cancelled— — 
Outstanding at September 30, 2024
3,152,807 $2.21 
As of September 30, 2024, the Company had $3.0 million of unrecognized stock-based compensation expense related to unvested performance-based restricted stock units and performance-based restricted shares that are expected to be recognized over a weighted-average period of 0.64 years.
During the nine months ended September 30, 2024, the Company paid $2.1 million for the net settlement of income tax obligations related to employee equity awards that vested during the period. During the nine months ended September 30, 2023, no amounts were paid for the net settlement of income tax obligations related to employee equity awards that vested during the period.
12 – INCOME TAXES
For the three months ended September 30, 2024 and 2023, the Company recorded an income tax benefit and provision of $137,000 and $852,000, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded an income tax provision of $29,000 and $1,214,000, respectively.
The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all the deferred tax assets will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carryback and tax planning strategies. Generally, more weight is given to objectively verifiable evidence, such as the cumulative loss in recent years, as a significant piece of negative evidence to overcome. As of September 30, 2024, the Company's U.S. operations have resulted in losses, and as such, the Company maintains a valuation allowance against substantially all its U.S. deferred tax assets.
13 – RELATED PARTY TRANSACTIONS
The Company outsources a portion of its customer service and support through a third party who is an affiliate of the Company through common ownership. For the three months ended September 30, 2024 and 2023, the Company recorded expenses associated with such services of $1.5 million and $1.7 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded expenses associated with such services of $4.0 million and $4.4 million, respectively. Amounts payable to the third party as of September 30, 2024 and December 31, 2023 was $1.0 million and $1.0 million, respectively.
14 – NET LOSS PER SHARE
The Company computes basic earnings (loss) per share ("EPS") attributable to common stockholders by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted EPS is calculated by adjusting weighted average shares outstanding for the dilutive effect of potential common shares, determined using the treasury-stock method. For purposes of the diluted EPS calculation, restricted stock units and performance shares are considered to be potential common shares.
The following table sets forth the computation of the Company’s basic and diluted EPS attributable to common stockholders for the fiscal periods indicated (in thousands, except share and per share amounts):
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Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net loss
$(19,789)$(19,261)$(27,050)$(60,357)
Weighted-average common shares outstanding—basic128,291,933 124,053,643 126,886,385 123,265,134 
Effect of dilutive securities:
Restricted stock units and performance shares— — — — 
Weighted-average common shares outstanding—diluted128,291,933 124,053,643 126,886,385 123,265,134 
Loss per share
Basic and diluted$(0.15)$(0.16)$(0.21)$(0.49)
The following table includes the number of units and shares that may be dilutive common shares in the future, and were not included in the computation of diluted earnings (loss) per share because the effect was anti-dilutive for the fiscal periods indicated:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Restricted stock units and performance shares12,341,893 9,313,853 12,341,893 9,313,853 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of operations should be read together with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023 (our "Annual Report on Form 10-K"), filed with the Securities and Exchange Commission (the “SEC”), on March 8, 2024. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. As a result of many important factors, such as those set forth in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K, our actual results may differ materially from those anticipated in these forward-looking statements. For convenience of presentation, some of the numbers have been rounded in the text below.
Overview
Traeger 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. Our grills are versatile and easy to use, empowering cooks of all skill sets to create delicious meals with a wood-fired flavor that cannot be replicated with gas, charcoal, or electric grills. Grills are at the core of our platform and are complemented by Traeger wood pellets, rubs, sauces and accessories.
Our marketing strategy has been instrumental in building our brand and driving customer advocacy and revenue. We have disrupted the outdoor cooking market and created a passionate community, the Traegerhood, which includes foodies, pitmasters, backyard heroes, moms and dads, professional athletes, outdoorsmen and outdoorswomen, and world-class chefs. This community, together with our various marketing initiatives, has helped to promote our brand and products to the wider consumer population and supported our efforts to redefine outdoor cooking as an experience accessible to everyone. We have an active online and social media presence and a content-rich website that drives significant customer engagement and brings our Traegerhood together. We also directly engage with our current and target customers by sponsoring and participating in a variety of events, including live shows, outdoor festivals, rodeos, music and film festivals, barbecue competitions, fishing tournaments, and retailer events. We believe the style and authenticity of our customer engagement reinforces our brand and drives new and existing customer interest in our products and community.
Our revenue is primarily generated through the sale of our wood pellet grills, consumables and accessories. We currently offer seven series of grills – Pro (with and without WiFIRE), Ironwood, Timberline, and Flatrock – as well as a selection of smaller, portable grills within our Town and Travel Series and a special Club Lineup through targeted channels. Our grills are available in a number of different sizes and can be upgraded through a variety of accessories. A growing number of our grills feature WiFIRE technology, which allows users to monitor and adjust their grills remotely using our Traeger app. Our consumables include our wood pellets, which are made from natural, virgin hardwood and are available in a variety of flavors, as well as rubs and sauces. Our accessories include MEATER smart thermometers, P.A.L. Pop-And-Lock accessory rails, grill covers, liners, tools, apparel and other ancillary items.
We sell our grills using an omnichannel distribution strategy that consists primarily of retail and direct to consumer ("DTC") channels. Our retail channel covers brick-and-mortar retailers, e-commerce platforms, and multichannel retailers, who, in turn, sell our grills to their end customers. Our retailers include Ace Hardware, Amazon, Costco, The Home Depot, and Best Buy, among others, as well as a significant number of independent retailers that cater to local communities and specific categories, such as hardware, camping, outdoor, farm, ranch, barbecue and other categories. Our DTC channel covers sales directly to customers through our website and Traeger app, as well as certain country- and region-specific Traeger or distributor websites. Our consumables and accessories are available through the same channels as our grills.
Over the last several years, we have made significant investments in our supply chain and manufacturing operations. Our supply chain includes third party manufacturers for our grills and accessories and pellet production facilities for our wood pellets that we own or lease. We work closely with our manufacturers to evolve on design, manufacturing process and product quality. Our grills are currently manufactured in China and Vietnam, our wood pellets are produced at facilities located in New York, Oregon, Georgia, Virginia, and Texas, and our MEATER smart thermometer accessories are currently manufactured in Taiwan. We have entered into manufacturing agreements covering the supply of substantially all of our grills and accessories, pursuant to which we make purchases on a purchase order basis. We rely on several third-party suppliers for the components used in our grills, including integrated circuits, processors, and system on chips.
Our revenue increased by 3.7% and decreased by 1.6% for the three and nine months ended September 30, 2024, respectively, as compared to the three and nine months ended September 30, 2023, respectively, and was $122.1 million and
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$435.4 million for the three and nine months ended September 30, 2024, respectively, up from $117.7 million and down from $442.4 million for the three and nine months ended September 30, 2023, respectively. We recorded a net loss of $19.8 million and $27.1 million for the three and nine months ended September 30, 2024, respectively, compared to a net loss of $19.3 million and $60.4 million for the three and nine months ended September 30, 2023, respectively.
Key Factors Affecting Our Financial Condition and Results of Operations
We believe that our financial condition and results of operations have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those below and in Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K.
Macroeconomic Conditions
There is significant uncertainty regarding how macroeconomic conditions, including sustained high levels of inflation and higher interest rates, will impact consumer demand for durable goods. While some of these conditions have negatively impacted consumer discretionary spending behavior, we continue to see demand for our products. We have, however, seen instances of consumer sensitivity to higher price points. Therefore, we have utilized promotional activity and strategic pricing action on select grills, which has primarily attributed to unit volume growth in excess of 80%, partially offset by high-double digit reduction in average selling price due to mix shift to lower priced grills, strategic pricing action on select grills, and higher mix of direct import sales for the nine months ended September 30, 2024 as compared to the prior year period. As a result, revenue from our grills increased by $7.3 million to $246.7 million for the nine months ended September 30, 2024 as compared to the prior year period.
In response to these macroeconomic conditions, we have taken actions to identify and execute on cost savings initiatives, while simultaneously seeking to maintain product quality and reliability across the supply chain. For example, we have partnered with certain retailers in a direct import program, executed long-term transportation contracts, and implemented operational efficiencies across our pellet mill operations. As a result, we have experienced an increase in gross margin to 42.8% for the nine months ended September 30, 2024 from 36.9% for the nine months ended September 30, 2023. We expect continued cost savings to improve operating results in the long-term, but given the uncertainty of the macroeconomic environment in the near-term, there can be no assurance regarding the outcome of our continuing efforts to help mitigate the effects of these conditions on our business. We will continue to monitor and, if necessary, take additional action to mitigate the effects of the macroeconomic environment on our business.
Components of Results of Operations
Revenue
We derive substantially all of our revenue from the sale of grills, consumables and accessories in North America, which includes the United States and Canada. We recognize revenue, net of product returns, for our grills, consumables and accessories generally at the time of delivery to retailers through our retail channel and to customers through our DTC channel. Estimated product returns are recorded as a reduction of revenue at the time of recognition and are calculated based on product returns history, observable changes in return behavior, and expected returns based on sales volume and mix. We also have certain contractual programs that can give rise to elements of variable consideration, such as volume incentive rebates, with estimated amounts of credits recorded as a reduction to revenue.
Although we experience demand for our products throughout the year, there is seasonal fluctuations in our revenue. We have typically experienced moderately higher levels of sales of our grills in the first and second quarters of the year as our retailers purchase inventory in advance of warmer weather, when demand for outdoor cooking products is the highest across our key markets. Higher sales also coincide with social events and national holidays, which occur during the same warm weather timeframe. Additionally, we have typically experienced higher sales volume of our accessories during the fourth quarter of the year, due in part to seasonal holiday demand.
Gross Profit
Gross profit reflects revenue less cost of revenue. Cost of revenue consists of product costs, including the costs of components, costs of products from our third-party manufacturers, direct and indirect manufacturing costs across all products, packaging, inbound freight and duties, warehousing and fulfillment, warranty costs, product quality testing and inspection costs, excess and obsolete inventory write-downs, cloud-hosting costs for our WiFIRE connected grills, depreciation of tooling and manufacturing equipment, amortization of internal use software and patented technology, and certain employee-related expenses.
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We calculate gross margin as gross profit divided by revenue. Gross margin can be impacted by several factors, including, in particular, product mix and sales channel mix. For example, gross margin on sales through our DTC channel is generally higher than gross margin on sales through our retail channel. If our DTC sales grow faster than sales from our retail channel, and if we are able to realize greater economies of scale or product cost improvements through engineering and sourcing, we would expect a favorable impact to overall gross margin over time. Additionally, gross margin on sales of certain of our products is higher than for others. If revenue from sales of wood pellets increased as a percentage of total revenue, we would expect to see an increase in overall gross margin. These favorable anticipated gross margin impacts may not be realized, or may be offset by other unfavorable gross margin factors. Additionally, any new products that we develop, or our planned expansion into new geographies, may impact our future gross margin. External factors beyond our control, such as duties and tariffs and costs of doing business in certain geographies can also impact gross margin.
Sales and Marketing
Sales and marketing expense consists primarily of the costs associated with advertising and marketing of our products and employee-related expenses, including salaries, benefits, and stock-based compensation expense, as well as sales incentives and professional services. These costs can include print, internet and television advertising, travel-related expenses, direct customer acquisition costs, costs related to conferences and events, and broker commissions. We anticipate that sales and marketing expense as a percentage of revenue will fluctuate from period to period based on revenue for such period and the timing of the expansion of our sales and marketing functions, as these activities may vary in scope and scale over future periods.
General and Administrative
General and administrative expense consists primarily of employee-related expenses and facilities for our executive, finance, accounting, legal, human resources, information technology and other administrative functions. General and administrative expense also includes fees for professional services, such as external legal, accounting, and information and technology services, and insurance.
In addition, general and administrative expense includes research and development expenses incurred to develop and improve our future products and processes, which primarily consist of employee and facilities-related expenses, including salaries, benefits and stock-based compensation expense, as well as fees for professional services, costs related to prototype tooling and materials, and software platform costs. Research and development expense was $3.3 million and $2.8 million for the three months ended September 30, 2024, and 2023, respectively, and $11.8 million and $8.0 million for the nine months ended September 30, 2024 and 2023, respectively.
We continue to expect our general and administrative expenses, including our research and development expenses and external legal and accounting expenses, to normalize as we continue to manage our investments to support our growth and develop new and enhance existing products. We anticipate that general and administrative expense as a percentage of revenue will vary from period to period, but we expect to leverage these expenses over time as we grow our revenue.
Amortization of Intangible Assets
Amortization of intangible assets primarily consists of amortization of identified finite-lived customer relationships, distributor relationships, non-compete arrangements and trademark assets that were allocated a considerable portion of the purchase price from the corporate reorganization and acquisition of our Company in 2017, as well as the July 2021 acquisition of Apption Labs Limited and its subsidiaries (collectively, "Apption Labs") pursuant to a share purchase agreement (the "Share Purchase Agreement"). These costs are amortized on a straight-line basis over 2.5 to 25 year useful lives and, as a result, amortization expense on these assets is expected to remain stable over the coming years. Future business acquisitions may result in incremental amortization of intangible assets acquired in any such transactions.
Change in Fair Value of Contingent Consideration
The fair values of our contingent consideration earn out obligation associated with the Apption Labs business combination is estimated based on probability adjusted present values of the consideration expected to be transferred using significant inputs. At each reporting date, we revalue the contingent consideration obligation to its fair value and records increases and decreases in fair value in the general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive loss. Changes in the fair value of the contingent consideration obligation results from changes in discount periods and rates, and changes in probability assumptions with respect to the likelihood of achieving the performance targets in the Share Purchase Agreement.
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Total Other Expense
Total other expense consists of interest expense and other income (expense), net. Interest expense includes interest and other fees associated with our Credit Facilities, Receivables Financing Agreement (each as defined below) as well as the amortization of amounts recorded within accumulated other comprehensive income prior to the dedesignation of the interest rate swap derivative contracts as a cash flow hedge. Other income (expense), net consists of any realized and unrealized gains (losses) from our interest rate swap derivative contract subsequent to the dedesignation of the swap contract from a cash flow hedge, foreign currency realized and unrealized gains and losses resulting from exchange rate fluctuations on transactions denominated in a currency other than the U.S. Dollar and from the foreign currency contracts that we use to manage our exposure to foreign currency exchange rate risk related to our purchases and international operations.
Results of Operations
The following tables summarize key components of our unaudited results of operations for the periods presented (dollars in thousands). The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future.
 Three Months Ended
September 30,		ChangeNine Months Ended
September 30,		Change
 20242023Amount%20242023Amount%
Revenue$122,050 $117,730 $4,320 3.7 %$435,435 $442,403 $(6,968)(1.6)%
Cost of revenue70,362 73,064 (2,702)(3.7)%248,856 278,983 (30,127)(10.8)%
Gross profit51,688 44,666 7,022 15.7 %186,579 163,420 23,159 14.2 %
Operating expenses:
Sales and marketing26,162 25,913 249 1.0 %76,065 75,903 162 0.2 %
General and administrative24,135 24,823 (688)(2.8)%86,764 103,873 (17,109)(16.5)%
Amortization of intangible assets8,819 8,889 (70)(0.8)%26,456 26,666 (210)(0.8)%
Change in fair value of contingent consideration— (2,300)2,300 100.0 %— 508 (508)(100.0)%
Restructuring costs
— 225 (225)(100.0)%— 225 (225)(100.0)%
Total operating expense59,116 57,550 1,566 2.7 %189,285 207,175 (17,890)(8.6)%
Loss from operations(7,428)(12,884)(5,456)(42.3)%(2,706)(43,755)(41,049)(93.8)%
Other income (expense):
Interest expense(8,534)(7,517)1,017 13.5 %(25,308)(23,408)1,900 8.1 %
Other income (expense), net(3,964)1,992 (5,956)(299.0)%993 8,020 (7,027)87.6 %
Total other expense(12,498)(5,525)6,973 126.2 %(24,315)(15,388)8,927 58.0 %
Loss before provision (benefit) for income taxes(19,926)(18,409)1,517 8.2 %(27,021)(59,143)(32,122)(54.3)%
Provision (benefit) for income taxes(137)852 (989)(116.1)%29 1,214 (1,185)(97.6)%
Net loss$(19,789)$(19,261)$528 2.7 %$(27,050)$(60,357)$(33,307)(55.2)%
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Comparison of the Three Months Ended September 30, 2024 and 2023
Revenue
Three Months Ended
September 30,		Change
20242023Amount%
(dollars in thousands)
Revenue:
Grills$74,931 $56,573 $18,358 32.5 %
Consumables22,531 25,385 (2,854)(11.2)%
Accessories24,588 35,772 (11,184)(31.3)%
Total Revenue$122,050 $117,730 $4,320 3.7 %
Revenue increased by $4.3 million, or 3.7%, to $122.1 million for the three months ended September 30, 2024 compared to $117.7 million for the three months ended September 30, 2023. The increase was driven primarily by higher sales of grills partially offset by lower sales from MEATER smart thermometers, lower consumables sales, and lower Traeger branded accessories sales.
Revenue from our grills increased by $18.4 million, or 32.5%, to $74.9 million for the three months ended September 30, 2024 compared to $56.6 million for the three months ended September 30, 2023. The increase was primarily driven by unit volume growth in excess of 80% partially offset by reduction in average selling price in excess of 20%. 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 mix shift to lower priced grills, higher mix of direct import sales, and strategic pricing action on select grills.
Revenue from our consumables decreased by $2.9 million, or 11.2%, to $22.5 million for the three months ended September 30, 2024 compared to $25.4 million for the three months ended September 30, 2023. The decrease was primarily driven by high-single digit reduction in wood pellet unit volume and high-double digit reduction in food consumables unit volume. Lower wood pellet and food consumables unit volume was due to seasonal ordering shifts.
Revenue from our accessories decreased by $11.2 million, or 31.3%, to $24.6 million for the three months ended September 30, 2024 compared to $35.8 million for the three months ended September 30, 2023. The decrease was driven primarily by lower sales of MEATER smart thermometers and unit volume reductions in excess of 20% in Traeger branded accessories.
Gross Profit
Three Months Ended
September 30,		Change
20242023Amount%
(dollars in thousands)
Gross profit$51,688 $44,666 $7,022 15.7 %
Gross margin (Gross profit as a percentage of revenue)42.3 %37.9 %
Gross profit increased by $7.0 million, or 15.7%, to $51.7 million for the three months ended September 30, 2024 compared to $44.7 million for the three months ended September 30, 2023. Gross margin increased to 42.3% for the three months ended September 30, 2024 from 37.9% for the three months ended September 30, 2023. The increase in gross margin was driven primarily by favorability from freight, logistics, and other supply chain costs.
Sales and Marketing
Three Months Ended
September 30,		Change
20242023Amount%
(dollars in thousands)
Sales and marketing$26,162 $25,913 $249 1.0 %
As a percentage of revenue21.4 %22.0 %
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Sales and marketing expense increased by $0.2 million, or 1.0%, to $26.2 million for the three months ended September 30, 2024 compared to $25.9 million for the three months ended September 30, 2023. As a percentage of revenue, sales and marketing expense decreased to 21.4% for the three months ended September 30, 2024 from 22.0% for the three months ended September 30, 2023.
General and Administrative
Three Months Ended
September 30,		Change
20242023Amount%
(dollars in thousands)
General and administrative$24,135 $24,823 $(688)(2.8)%
As a percentage of revenue19.8 %21.1 %
General and administrative expense decreased by $0.7 million, or 2.8%, to $24.1 million for the three months ended September 30, 2024 compared to $24.8 million for the three months ended September 30, 2023. As a percentage of revenue, general and administrative expense decreased to 19.8% for the three months ended September 30, 2024 from 21.1% for the three months ended September 30, 2023.
Change in Fair Value of Contingent Consideration
Three Months Ended
September 30,		Change
20242023Amount%
(dollars in thousands)
Change in fair value of contingent consideration$— $(2,300)$2,300 100.0 %
As a percentage of revenue— %(2.0)%
Change in fair value of contingent consideration, attributable to the revalued earn out obligation associated with the Apption Labs business combination, increased by $2.3 million for the three months ended September 30, 2024 as compared to prior year period. The change in fair value was primarily driven by the change during each period in the likelihood of achieving the fiscal year 2023 performance targets. In April 2024, the Company paid the remaining $15.0 million of contingent consideration based on the achievement of certain earnings and product launch thresholds for fiscal year 2023.
Total Other Expense
Three Months Ended
September 30,		Change
20242023Amount%
(dollars in thousands)
Interest expense$(8,534)$(7,517)$1,017 13.5 %
Other income (expense), net
(3,964)1,992 (5,956)299.0 %
Total other expense
$(12,498)$(5,525)$6,973 126.2 %
As a percentage of revenue(10.2)%(4.7)%
Total other expense increased by $7.0 million, or 126.2%, to $12.5 million for the three months ended September 30, 2024 compared to $5.5 million for the three months ended September 30, 2023. This increase was primarily due to the unrealized losses from our interest rate swap as well as increased interest expense on our First Lien Term Loan Facility, partially offset by changes in realized and unrealized gains and losses from foreign currencies.
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Comparison of the Nine Months Ended September 30, 2024 and 2023
Revenue
Nine Months Ended
September 30,		Change
20242023Amount%
(dollars in thousands)
Revenue:
Grills$246,721 $239,444 $7,277 3.0 %
Consumables88,621 90,330 (1,709)(1.9)%
Accessories100,093 112,629 (12,536)(11.1)%
Total Revenue$435,435 $442,403 $(6,968)(1.6)%
Revenue decreased by $7.0 million, or 1.6%, to $435.4 million for the nine months ended September 30, 2024 compared to $442.4 million for the nine months ended September 30, 2023. The decrease was driven primarily by lower sales from our accessories and consumables, partially offset by higher grill sales.
Revenue from our grills increased by $7.3 million, or 3.0%, to $246.7 million for the nine months ended September 30, 2024 compared to $239.4 million for the nine months ended September 30, 2023. The increase was primarily driven by unit volume growth in excess of 20% partially offset by high-double digit 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 mix shift to lower priced grills, higher mix of direct import sales, and strategic pricing action on select grills.
Revenue from our consumables decreased by $1.7 million, or 1.9%, to $88.6 million for the nine months ended September 30, 2024 compared to $90.3 million for the nine months ended September 30, 2023. The decrease was driven by low-single digit reduction in wood pellet unit volume.
Revenue from our accessories decreased by $12.5 million, or 11.1%, to $100.1 million for the nine months ended September 30, 2024 compared to $112.6 million for the nine months ended September 30, 2023. The decrease was driven primarily by lower sales of MEATER smart thermometers and low-double digit unit volume reduction in Traeger branded accessories.
Gross Profit
Nine Months Ended
September 30,		Change
20242023Amount%
(dollars in thousands)
Gross profit$186,579 $163,420 $23,159 14.2 %
Gross margin (Gross profit as a percentage of revenue)42.8 %36.9 %
Gross profit increased by $23.2 million, or 14.2%, to $186.6 million for the nine months ended September 30, 2024 compared to $163.4 million for the nine months ended September 30, 2023. Gross margin increased to 42.8% for the nine months ended September 30, 2024 from 36.9% for the nine months ended September 30, 2023. The increase in gross margin was driven primarily by favorability from freight, logistics, and other supply chain costs, as well as favorability due to changes in foreign exchange rates.
Sales and Marketing
Nine Months Ended
September 30,		Change
20242023Amount%
(dollars in thousands)
Sales and marketing$76,065 $75,903 $162 0.2 %
As a percentage of revenue17.5 %17.2 %
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Sales and marketing expense increased by $0.2 million, or 0.2%, to $76.1 million for the nine months ended September 30, 2024 compared to $75.9 million for the nine months ended September 30, 2023. As a percentage of revenue, sales and marketing expense increased to 17.5% for the nine months ended September 30, 2024 from 17.2% for the nine months ended September 30, 2023.
General and Administrative
Nine Months Ended
September 30,		Change
20242023Amount%
(dollars in thousands)
General and administrative$86,764 $103,873 $(17,109)(16.5)%
As a percentage of revenue19.9 %23.5 %
General and administrative expense decreased by $17.1 million, or 16.5%, to $86.8 million for the nine months ended September 30, 2024 compared to $103.9 million for the nine months ended September 30, 2023. As a percentage of revenue, general and administrative expense decreased to 19.9% for the nine months ended September 30, 2024 from 23.5% for the nine months ended September 30, 2023. The decrease in general and administrative expense was driven by a decrease in stock-based compensation expense of $23.4 million primarily due to the cancellation of the unearned CEO PSUs and IPO PSUs as well as losses on the disposal of property, plant and equipment in the comparable prior year period, partially offset by increased employee and occupancy costs.
Change in Fair Value of Contingent Consideration
Nine Months Ended
September 30,		Change
20242023Amount%
(dollars in thousands)
Change in fair value of contingent consideration$— $508 $(508)(100.0)%
As a percentage of revenue— %0.1 %
Change in fair value of contingent consideration, attributable to the revalued earn out obligation associated with the Apption Labs business combination, decreased by $0.5 million for the nine months ended September 30, 2024 as compared to prior year period. The change in fair value was primarily driven by the change during each period in the likelihood of achieving the fiscal year 2023 performance targets. In April 2024, the Company paid the remaining $15.0 million of contingent consideration based on the achievement of certain earnings and product launch thresholds for fiscal year 2023.
Total Other Expense
Nine Months Ended
September 30,		Change
20242023Amount%
(dollars in thousands)
Interest expense$(25,308)$(23,408)$1,900 8.1 %
Other income, net
993 8,020 (7,027)87.6 %
Total other expense
$(24,315)$(15,388)$8,927 58.0 %
As a percentage of revenue(5.6)%(3.5)%
Total other expense increased by $8.9 million, or 58.0%, to $24.3 million for the nine months ended September 30, 2024 compared to $15.4 million for the nine months ended September 30, 2023. This increase was primarily due to unrealized losses from our interest rate swap as well as increased interest expense on our First Lien Term Loan Facility, partially offset by changes in realized and unrealized gains and losses from our foreign currency contracts.
Liquidity and Capital Resources
Historically, our cash requirements have principally been for working capital purposes, capital expenditures, and debt service payments. We have funded our operations through cash flows from operating activities, cash on hand, and borrowings under our credit facilities and receivables financing agreement. In the event of failure of any of our financial institutions where
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we maintain our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect our business and financial position.
As of September 30, 2024, we had cash and cash equivalents of $16.9 million, $125.0 million borrowing capacity under our Revolving Credit Facility (as defined below) and $34.9 million borrowing capacity under our Receivables Financing Agreement (as defined below). As of September 30, 2024, we had no outstanding loan amounts under the Revolving Credit Facility and had drawn down $12.0 million on the Receivables Financing Agreement. As of September 30, 2024, the total principal amount outstanding under our First Lien Term Loan Facility was $403.6 million. Based on our current business plan and revenue prospects, we believe that our existing cash and cash equivalents, availability under our Revolving Credit Facility and Receivables Financing Agreement, and our anticipated cash flows from operating activities will be sufficient to meet our working capital and operating resource expenditure requirements for at least the next twelve months from the date of this Quarterly Report on Form 10-Q. However, our future working capital requirements will depend on many factors, including our rate of revenue growth and profitability, the timing and size of future acquisitions, and the timing of introductions of new products and investments in our supply chain and implementation of technologies.
We may from time to time seek to raise additional equity or debt financing to support our growth or in connection with the acquisition of complementary businesses. Any equity financing we may undertake could be dilutive to our existing stockholders, and any additional debt financing we may undertake could require debt service and financial and operational requirements that could adversely affect our business. There is no assurance we would be able to obtain future financing on acceptable terms or at all. See Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K and Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q.
Cash Flows
The following table sets forth cash flow data for the periods indicated therein (in thousands):
Nine Months Ended
September 30,
20242023
Net cash provided by operating activities$16,416 $44,359 
Net cash used in investing activities(10,233)(13,126)
Net cash used in financing activities(19,232)(71,508)
Net decrease in cash, cash equivalents and restricted cash$(13,049)$(40,275)
Cash Flow from Operating Activities
Cash flows related to operating activities are dependent on net loss, non-cash adjustments to net loss, and changes in working capital. The decrease in cash provided by operating activities during the nine months ended September 30, 2024 compared to cash provided by operating activities during the nine months ended September 30, 2023 is primarily due to an increase in net cash used for working capital, partially offset by a decrease in net loss, adjusted for non-cash items, as compared to the prior year period. The increase in cash used for working capital was primarily due to a decrease in the change in accounts receivable in the current period, primarily driven by the collections of large trade receivable balances in the prior year period that were outstanding at the beginning of the prior year period, partially offset by a decrease in the change in inventory balances in the current period as a result of strategic inventory management in the prior year period to reduce the high inventory levels at the beginning of the prior year period.
Cash Flow from Investing Activities
The decrease in cash used in investing activities during the nine months ended September 30, 2024 was primarily related the prior year construction costs for our new corporate headquarters, partially offset by proceeds received from the prior year sale of property, plant, and equipment.
Cash Flow from Financing Activities
The decrease in cash used in financing activities during the nine months ended September 30, 2024 was primarily driven by the decrease in net borrowing on our Revolving Credit Facility, and payment in the prior year period associated with the acquisition date fair value of contingent consideration.
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Credit Facilities
On June 29, 2021, we refinanced our existing credit facilities and entered into a new first lien credit agreement, as borrower, with Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and other lenders party thereto as joint lead arrangers and joint bookrunners (the "First Lien Credit Agreement"). The First Lien Credit Agreement provides for a senior secured term loan facility (the "First Lien Term Loan Facility") and a revolving credit facility (the "Revolving Credit Facility" and, together with the First Lien Term Loan Facility, the "Credit Facilities"). We entered into an agency transfer agreement on April 30, 2024, pursuant to which Morgan Stanley Senior Funding, Inc. succeeded Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent for the Credit Facilities. Our obligations under the First Lien Credit Agreement are substantively unchanged.
First Lien Credit Agreement
The First Lien Credit Agreement provides for a $560.0 million First Lien Term Loan Facility (including a $50.0 million delayed draw term loan) and a $125.0 million Revolving Credit Facility.
The First Lien Term Loan Facility accrues interest at a rate per annum that considers both fixed and floating components. The fixed component ranges from 3.00% to 3.25% per annum based on our Public Debt Rating (as defined in the First Lien Credit Agreement). The floating component is based on the Term SOFR (as defined in the First Lien Credit Agreement) for the relevant interest period. The First Lien Term Loan Facility requires periodic principal payments from December 2021 through June 2028, with any remaining unpaid principal and any accrued and unpaid interest due on the maturity date of June 29, 2028. As of September 30, 2024, the total principal amount outstanding on the First Lien Term Loan Facility was $403.6 million.
Loans under the Revolving Credit Facility accrue interest at a rate per annum that considers both fixed and floating components. The fixed component ranges from 2.75% to 3.25% per annum based on our most recently determined First Lien Net Leverage Ratio (as defined in the First Lien Credit Agreement). The floating component is based on the Term SOFR for the relevant interest period. The Revolving Credit Facility also has a variable commitment fee, which is based on our most recently determined First Lien Net Leverage Ratio and ranges from 0.25% to 0.50% per annum on undrawn amounts. Letters of credit may be issued under the Revolving Credit Facility in an amount not to exceed $15.0 million which, when issued, lower the overall borrowing capacity of the facility. The Revolving Credit Facility expires on June 29, 2026 and no principal payments are due before such date. As of September 30, 2024, we had no outstanding loan amounts under the Revolving Credit Facility.
Except as noted below, the Credit Facilities are collateralized by substantially all of the assets of TGP Holdings III LLC, TGPX Holdings II LLC, Traeger Pellet Grills Holdings LLC and certain subsidiaries of Traeger Pellet Grills Holdings LLC, including intellectual property, mortgages and the equity interest of each of these respective entities. The assets of Traeger SPE LLC, substantively consisting of our accounts receivable, collateralize the receivables financing agreement discussed below and do not collateralize the Credit Facilities. There are no guarantees from parent entities above Traeger, Inc.
The First Lien Credit Agreement contains certain affirmative and negative covenants that limit our ability to, among other things, incur additional indebtedness or liens (with certain exceptions), make certain investments, engage in fundamental changes or transactions including changes of control, transfer or dispose of certain assets, make restricted payments (including dividends), engage in new lines of business, make certain prepayments and engage in certain affiliate transactions. In addition, we are subject to a financial covenant whereby we are required to maintain a First Lien Net Leverage Ratio (as defined in the First Lien Credit Agreement) not to exceed 6.20 to 1.00. As of September 30, 2024, we were in compliance with the covenants under the Credit Facilities.
Accounts Receivable Credit Facility
On November 2, 2020, we entered into a receivables financing agreement (as amended, the “Receivables Financing Agreement”). Through the Receivables Financing Agreement, we participate in a trade receivables securitization program, administered on our behalf by MUFG Bank Ltd. ("MUFG"), using outstanding accounts receivables balances as collateral, which have been contributed by us to our wholly owned subsidiary, Traeger SPE LLC (the "SPE"). While we provide operational services to the SPE, the receivables are owned by the SPE once contributed to it by us. We are the primary beneficiary and hold all equity interests of the SPE, thus we consolidate the SPE without any significant judgments.
On November 8, 2023, we entered into Amendment No. 9 to the Receivables Financing Agreement in order to extend the expiration of the facility by one year to June 27, 2025. As part of the amendment, the maximum borrowing capacity was decreased from $100.0 million to $75.0 million and allows for seasonal adjustments, at our discretion (with consent of the lenders under the Receivables Financing Agreement), to change the capacity anywhere between $30.0 million and $75.0. million. We are required to pay fixed interest on outstanding cash advances of 2.5%, a floating interest based on the CP Rate (as
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defined in the Receivables Financing Agreement), and an unused capacity charge that ranges from 0.25% to 0.5%. Amendment No. 9 also implemented a new liquidity threshold at $42.5 million of liquidity. If our liquidity falls below this threshold, it may result in an increase in the required level of reserves, which would result in a reduction of our borrowing base under the Receivables Financing Agreement during such a liquidity shortfall.
On August 6, 2024, we entered into Amendment No. 10 to the Receivables Financing Agreement in order to extend the expiration of the facility to August 6, 2027. As part of the amendment, we are required to pay an upfront fee for the facility, along with a fixed interest rate on outstanding cash advances of approximately 2.6% and a floating interest rate based on the CP Rate or Adjusted Term SOFR (each as defined in the Receivables Financing Agreement). We were in compliance with the covenants under the Receivables Financing Agreement as of September 30, 2024.
As of September 30, 2024, we had drawn down $12.0 million under this facility for general corporate and working capital purposes.
Contractual Obligations
There have been no material changes to our contractual obligations as of September 30, 2024 from those disclosed in our Annual Report on Form 10-K. Refer to the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" included in our Annual Report on Form 10-K for a discussion of our debt and operating lease obligations, respectively.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of our financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.
Our critical accounting policies and estimates are described under the heading "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K, the notes to the consolidated financial statements included therein and Note 2 – Summary of Significant Accounting Policies to the accompanying unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q. During the nine months ended September 30, 2024, except as indicated below, there were no material changes to our critical accounting policies and estimates from those discussed in our Annual Report on Form 10-K.
Recent Accounting Pronouncements
For information regarding recent accounting pronouncements, see Note 2 – Summary of Significant Accounting Policies to the unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to our disclosures regarding our exposure to market risk as described in Part II, Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
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Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are from time to time subject to various legal proceedings, claims, and governmental inspections, audits, or investigations that arise in the ordinary course of our business. We believe that the ultimate resolution of these matters would not be expected to have a material adverse effect on our business, financial condition, or operating results. For more information, see Note 10 – Commitments and Contingencies to the unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
ITEM 1A. RISK FACTORS
There have been no material changes with respect to the risk factors disclosed in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer or Affiliated Purchaser
None.
Use of Proceeds
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.
None.
(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.
None.
(c) Insider Trading Arrangements and Policies.
During the three months ended September 30, 2024, no director
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or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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ITEM 6. EXHIBITS
Incorporated by Reference
Exhibit No.
Exhibit Description
Form
Date
Number
Filed/Furnished
Herewith
3.1
8-K
08/03/21
3.1
3.2
8-K
06/17/24
3.1
3.3
8-K
08/03/21
3.2
4.1
8-K
08/03/21
10.2
4.210-Q
08/07/24
4.1
10.110-Q
08/07/24
10.2
10.210-Q
08/07/24
10.3
31.1
*
31.2
*
32.1
**
32.2
**
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*
101.SCH
Inline XBRL Taxonomy Extension Schema Document
*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
*
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
* Filed herewith.
** Furnished herewith.

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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 thereunto duly authorized.

TRAEGER, INC.
Date: November 6, 2024
By:/s/ Jeremy Andrus
Name:Jeremy Andrus
Title:Chief Executive Officer
(Principal Executive Officer)
Date: November 6, 2024
By:/s/ Dominic Blosil
Name:Dominic Blosil
Title:Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
33