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Traeger, Inc.

Traeger, Inc.COOKEarnings & Financial Report

NYSE · Consumer Discretionary · Household Appliances

Traeger, Inc. designs, manufactures, and sells premium wood pellet grills, related accessories, and wood pellet fuel for outdoor cooking users. It primarily operates in North America, Europe, and Australia, serving residential consumers and commercial food service clients via retail partners and direct-to-consumer channels.

What changed in Traeger, Inc.'s 10-K — 2023 vs 2024

Top changes in Traeger, Inc.'s 2024 10-K

468 paragraphs added · 513 removed · 401 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

62 edited+7 added−9 removed72 unchanged
Moreover, the outdoor cooking market is expanding to include alternatives beyond traditional grills, and we also compete against companies that manufacture griddles, such as Blackstone, and companies that manufacture pizza ovens, such as Ooni. We have experienced an increase in competitors and competing offerings of gas and charcoal grills, wood pellet grills and other outdoor cooking devices in recent years.
Moreover, the outdoor cooking market is expanding to include alternatives beyond traditional grills, and we also compete against companies that manufacture griddles, such as Blackstone, and companies that manufacture pizza ovens, such as Ooni. We have experienced an increase in competitors and competing offerings of gas, charcoal, and wood pellet grills and other outdoor cooking devices in recent years.
We produce our wood pellets through a vertically integrated network of five wood pellet production facilities and a select number of contract manufacturers capable of meeting our specifications in the United States. This network includes an owned and operated facility in New York and leased facilities in Oregon, Georgia, and Texas.
We produce our wood pellets through a vertically integrated network of five wood pellet production facilities in the United States and a select number of contract manufacturers capable of meeting our specifications in the United States and Poland. This network includes an owned and operated facility in New York and leased facilities in Oregon, Georgia, and Texas.
Health and Safety Matters We are subject to federal, state, local, and international laws and regulations, including the federal Occupational Safety and Health Act, as amended ("OSHA"), and comparable state statutes, whose purpose is to protect the health and safety of workers. OSHA regulations impose various requirements, including with respect to training, policies and procedures and maintenance.
Health and Safety Matters We are subject to federal, state, local, and international laws and regulations, including the federal Occupational Safety and Health Act, as amended (“OSHA”), and comparable state statutes, whose purpose is to protect the health and safety of workers. OSHA regulations impose various requirements, including with respect to training, policies, procedures, and maintenance.
We hire for risk tolerance, intellectual curiosity, passion, humility, and a drive to do “big things.” We teach hires the Traeger culture and strategy and then toss them into the proverbial deep end. We celebrate their successes and help them learn from their mistakes.
We hire for risk tolerance, intellectual curiosity, passion, humility, and a drive to do “big things.” We teach new hires the Traeger culture and strategy and then toss them into the proverbial deep end. We celebrate their successes and help them learn from their mistakes.
Higher sales also coincide with social events and national holidays, which occur during the same timeframe. Additionally, we have experienced higher sales volume of our accessories during the fourth quarter of the year, due in part to seasonal holiday demand.
Higher sales also coincide with social events and national holidays, which occur during the same 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.
In recent years, there has been growing stakeholder interest and regulatory scrutiny in relation companies' management of their supply chains, which introduces additional criteria by which suppliers may now be assessed. For additional discussion relating to the availability of raw materials used for our business, please see Part I, Item 1A.
In recent years, there have been growing stakeholder interest and regulatory scrutiny in relation to companies' management of their supply chains, which introduces additional criteria by which suppliers may now be assessed. For additional discussion relating to the availability of raw materials used for our business, please see Part I, Item 1A.
Climate Change and Greenhouse Gases Climate change continues to attract considerable attention globally. Numerous proposals have been made and could continue to be made at the international, national, regional, state and local levels of government to monitor and limit existing emissions of greenhouse gases ("GHGs") as well as to restrict or eliminate future emissions.
Climate Change and Greenhouse Gases Climate change continues to attract considerable attention globally. Numerous proposals have been made and could continue to be made at the international, national, regional, state, and local levels of government to monitor and limit existing emissions of greenhouse gases (“GHG”) as well as to restrict or eliminate future emissions.
Waste Handling The Resource Conservation and Recovery Act, as amended ("RCRA"), and comparable state statutes and regulations promulgated thereunder, affect our operations by imposing requirements regarding the generation, transportation, treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes.
Waste Handling The Resource Conservation and Recovery Act, as amended (“RCRA”), and comparable state statutes and regulations promulgated thereunder, affect our operations by imposing requirements regarding the generation, transportation, treatment, storage, disposal, and cleanup of hazardous and non-hazardous wastes.
We believe these intellectual 5 Table of Contents property rights, combined with our innovation and distinctive product design, performance, and brand name and reputation, contribute to our competitive position and success of our business. The original patent for the wood pellet grill, which was filed by Joe Traeger in 1986, expired in 2006.
We believe these intellectual property rights, combined with our innovation and distinctive product design, performance, and brand name and reputation contribute to our competitive position and success of our business. The original patent for the wood pellet grill, which was filed by Joe Traeger in 1986, expired in 2006.
These laws and regulations require us to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain and strictly comply with stringent air permit emission limits, and in certain cases utilize specific equipment or technologies to control and measure emissions.
These laws and regulations require us to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain and strictly comply with stringent air permit emission limits, and in certain cases utilize specific equipment or 7 Table of Contents technologies to control and measure emissions.
“Risk Factors—Significant increases in the cost of raw materials for our wood pellet facilities or our suppliers suffering from operating or financial difficulties could adversely impact revenue and our ability to satisfy customer demand" and "Risk Factors—Fluctuations in the cost and availability as well as delays of raw materials, equipment, labor, and transportation could cause manufacturing delays or increase our costs." We generally purchase from our primary manufacturers on a purchase order basis.
“Risk Factors—Significant increases in the cost of raw materials for our wood pellet facilities or our suppliers suffering from operating or financial difficulties could adversely impact revenue and our ability to satisfy customer demand” and “Risk Factors—Fluctuations in the cost and availability as well as delays of raw materials, equipment, labor, and transportation could cause manufacturing delays or increase our costs.” We generally purchase from our primary manufacturers on a purchase order basis.
Our inventory is managed by these third-party logistics providers, which interface with our material resources planning ("MRP") system to enable us to maintain visibility and control over inventory levels and customer shipments. We maintain a third-party logistics providers in the Netherlands, United Kingdom, Germany and Canada to support our international growth.
Our inventory is managed by these third-party logistics providers, which interface with our material resources planning (“MRP”) system to enable us to maintain visibility and control over inventory levels and customer shipments. We maintain third-party logistics providers in the Netherlands, United Kingdom, Germany, and Canada to support our international growth.
The wood pellet industry has 6 Table of Contents received increased scrutiny from civil society groups and the media for environmental impacts associated with wood sourcing and pellet burning. To address these stakeholder concerns, we have committed to reducing the environmental impact of our wood pellet business.
The wood pellet industry has received increased scrutiny from civil society groups and the media for environmental impacts associated with wood sourcing and pellet burning. To address these stakeholder concerns, we have committed to reducing the environmental impact of our wood pellet business.
We complement this retail channel with direct to consumer ("DTC") sales through our website and Traeger app. Today, we estimate that 76 million households in the United States own a grill, representing the total addressable market.
We complement this retail channel with direct to consumer ( “ DTC”) sales through our website and Traeger app. Today, we estimate that 76 million households in the United States own a grill, representing the total addressable market.
Human Capital and Culture 3 Table of Contents We believe that the Traeger culture and people differentiate us from competitors by enabling us to sustain product innovation, engage our community, elevate our brand, and form strong partnerships over the long term. We observe that many other cooking brands produce one compelling innovation and then merely add incremental features.
Human Capital and Culture We believe that the Traeger culture and people differentiate us from competitors by enabling us to sustain product innovation, engage our community, elevate our brand, and form strong partnerships over the long term. We observe that many other cooking brands produce one compelling innovation and then merely add incremental features.
Any such discharge of pollutants must be performed in accordance with the terms of a permit issued by the U.S. EPA or the implementing state agency. In addition, the Clean Water Act and implementing state laws and regulations require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities.
Any such discharge of pollutants must be performed in accordance with the terms of a permit issued by the U.S. Environmental Protection Agency (“EPA”) or the implementing state agency. In addition, the Clean Water Act and implementing state laws and regulations require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities.
Sustainability and ESG We are committed to seeking to reduce adverse environmental impacts in our operations, supply chain and product lifecycles to the extent possible. To reinforce our commitment to our stakeholders, we launched sustainability and ESG initiatives across our organization to address our potential and actual environmental impacts.
Sustainability and ESG We are committed to seeking to reduce adverse environmental impacts in our operations, supply chain, and product lifecycles to the extent possible. To reinforce our commitment to our stakeholders, we have launched sustainability and ESG initiatives across our organization to address certain potential and/or actual environmental impacts.
The information found on our website is not part of this or any other report we file with, or furnish to, the SEC. Our filings with the SEC are also available to the public through the SEC’s website at www.sec.gov.
The information found on our website is not part of this or any other report we file 9 Table of Contents with, or furnish to, the SEC. Our filings with the SEC are also available to the public through the SEC’s website at www.sec.gov.
Under CERCLA and comparable state statutes, persons deemed "responsible parties" may be subject to strict and joint and several liability for the costs of removing or remediating previously disposed wastes (including wastes disposed of or released by prior owners or operators) or property contamination (including groundwater contamination), for damages to natural resources and for the costs of certain health studies.
Under CERCLA and comparable state statutes, persons deemed “responsible parties” may be subject to strict and joint and several liability for the costs of removing or remediating previously disposed wastes (including wastes disposed of or released by prior owners or operators) or property contamination (including groundwater contamination), for damages to natural resources and for the costs of certain health studies.
On our Investor Relations website, investors.traeger.com, we make available free of charge a variety of information for investors, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after we electronically file that material with, or furnish it to, the Securities and Exchange Commission (“SEC”).
On our Investor Relations website, investors.traeger.com, we make available, free of charge, a variety of information for investors, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after we electronically file that material with, or furnish it to, the SEC.
Similar to our experience regarding competition for our wood pellet grills, we have experienced an increase in competitors and competing offerings of wood pellets in recent years. In July 2021, we acquired Apption Labs and began selling the MEATER smart thermometer. We compete in this space with brands such as ThermoWorks, OXO, and ThermoPro, among others.
Similar to our experience regarding competition for our wood pellet grills, we have experienced an increase in competitors and competing offerings of wood pellets in recent years. In July 2021, we acquired Apption Labs and began selling the MEATER smart thermometer. We compete in this space with brands such as ThermoPro, Chef iQ, and Typhur, among others.
With approximately 2.7 million Traeger grills sold in the United States from 2019 to 2023, we estimate that our U.S. household penetration is only 3.5% of this total addressable market. As a result, we believe our potential market opportunity is massive and that our ability to grow within and beyond the outdoor grill market is unrivaled.
With approximately 2.7 million Traeger grills sold in the United States from 2020 to 2024, we estimate that our U.S. household penetration is only 3.6% of this total addressable market. As a result, we believe our potential market opportunity is massive and that our ability to grow within and beyond the outdoor grill market is unrivaled.
We are a "Great Place to Work" certified employer and have a strong track record of selectivity and retention. We believe that we are among the most attractive employers in the Salt Lake City and the greater Mountain West areas.
We are a “Great Place to Work” certified employer and have a strong track record of selectivity and retention. We believe that we are among the most attractive employers in the Salt Lake City and the greater Mountain West areas.
With federal approval, the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own more stringent requirements. While most wasted generated by our operations are exempt from regulation as hazardous wastes under RCRA, these wastes typically constitute "solid wastes" that are subject to less stringent non-hazardous waste requirements.
With federal approval, the individual states administer 8 Table of Contents some or all of the provisions of RCRA, sometimes in conjunction with their own more stringent requirements. While most wasted generated by our operations are exempt from regulation as hazardous wastes under RCRA, these wastes typically constitute “solid wastes” that are subject to less stringent non-hazardous waste requirements.
The following summarizes some of the more significant existing environmental laws and regulations applicable to our operations and our wood pellet production facilities in particular. 7 Table of Contents Air Emissions The federal Clean Air Act, as amended ("CAA"), and state and local laws and implementing regulations, regulate the emission of air pollutants from our facilities.
The following summarizes some of the more significant existing environmental laws and regulations applicable to our operations and our wood pellet production facilities in particular. Air Emissions The federal Clean Air Act, as amended (“CAA”), and state and local laws and implementing regulations, regulate the emission of air pollutants from our facilities.
Remediation of Hazardous Substances The Comprehensive Environmental Response, Compensation and Liability Act, as amended ("CERCLA"), also known as the "Superfund" law, and analogous state laws, generally impose strict and joint and several liability, without regard to fault or legality of the original conduct, on classes of persons who are considered to be responsible for the release of a "hazardous substance" into the environment.
Remediation of Hazardous Substances The Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), also known as the “Superfund” law, and analogous state laws, generally impose strict and joint and several liability, without regard to fault or legality of the original conduct, on classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment.
As of December 31, 2023, our employees were located in 36 states and 6 countries, with 490 located in the United States. Our employees are divided across several core functions, including sales and marketing, supply chain management, product development, wood pellet manufacturing, and culinary and talent management.
As of December 31, 2024, our employees were located in 27 states and 6 countries, with 517 located in the United States. Our employees are divided across several core functions, including sales and marketing, supply chain management, product development, wood pellet manufacturing, and culinary and talent management.
Many of our employees live the Traeger lifestyle at home with their own grills and at our office, with its outdoor barbecue deck and test kitchen. As of December 31, 2023, we had approximately 641 employees, of which 640 were full-time. We also retain consultants, independent contractors and temporary and part-time workers.
Many of our employees live the Traeger lifestyle at home with their own grills and at our office, with its outdoor barbecue rooftop deck and test kitchen. As of December 31, 2024, we had approximately 666 employees, of which 665 were full-time. We also retain consultants, independent contractors, and temporary and part-time workers.
Diversity and inclusion are key components of our culture and are fundamental to achieving our strategic priorities and future vision. At Traeger, inclusion, equity and diversity mean welcoming everyone to our table, and we believe the collective sum of our individual differences creates the unmistakable Traeger community and enables innovation.
Inclusion and belonging are key components of our culture and are fundamental to achieving our strategic priorities and future vision. At Traeger, this means welcoming everyone to our table, and we believe the collective sum of our individual differences creates the unmistakable Traeger community and enables innovation.
Our accessories represented 31.6% and 25.8% of our revenue for the year ended December 31, 2023 and 2022, respectively. Marketing Following the launch of the original Traeger in 1987, a dedicated community began to form around the Traeger experience.
Our accessories represented 26.5% and 31.6% of our revenue for the year ended December 31, 2024 and 2023, respectively. Marketing Following the launch of the original Traeger in 1987, a dedicated community began to form around the Traeger experience.
They also share tips and tricks and interact with viewers. Traeger Shop Class We currently offer “Shop Class: Private Table,” a series of shop classes that are taught online by community ambassadors and Traeger Pro team members and feature detailed prep-to-plate instruction. The small group format ensures that the class is personal and interactive.
Traeger Shop Class We currently offer “Shop Class: Private Table,” a series of shop classes that are taught online by community ambassadors and Traeger Pro team members and feature detailed prep-to-plate instruction. The small group format ensures that the class is personal and interactive.
The Traeger app is free to download from the Apple App Store or Google Play, is free to use, and is used on more than 3.0 million mobile devices per month. Our Consumables We offer a variety of Traeger-branded wood pellets, rubs, and sauces for use when cooking with our grills.
The Traeger app is free to download from the Apple App Store or Google Play, is free to use, and has been installed on more than 3.5 million mobile devices. 2 Table of Contents Our Consumables We offer a variety of Traeger-branded wood pellets, rubs, and sauces for use when cooking with our grills.
Mission and Values In our model, culture precedes strategy and process. Choices about how we grow and operate the company stem from our core values, which help to attract and retain talented people from within and beyond our industry.
Choices about how we grow and operate the company stem from our core values, which help to attract and retain talented people from within and beyond our industry.
These competitors offer a broad array of grills at different price points, including traditional gas, charcoal and electric grill offerings, as well as a significant number of wood pellet grills. We also compete against other wood pellet grill brands, such as Dansons.
These competitors offer a broad array of grills at different price points, including traditional gas, charcoal, and electric grill offerings, as well as a significant number of wood pellet grills.
Our flagship wood pellet grills are internet of things, or IoT, devices that allow owners to program, monitor, and control their grill through our Traeger app, which is used on more than 3.0 million mobile devices per month. We complement our innovative cooking technologies with an extensive digital library of original recipes and Traeger Kitchen Live cooking classes.
Our flagship wood pellet grills are internet of things ( “ IoT”) devices that allow owners to program, monitor, and control their grill through our Traeger app, which has been installed on more than 3.5 million mobile devices. We complement our innovative cooking technologies with an extensive digital library of original recipes and Traeger cooking classes.
We regularly review our existing manufacturers and direct and indirect suppliers globally, and evaluate new manufacturers and suppliers, to ensure that we can scale our manufacturing base and strategically position our operations to mitigate risk related to geopolitical and macroeconomic pressures as we grow.
We regularly 4 Table of Contents review our existing manufacturers and direct and indirect suppliers globally, and evaluate new manufacturers and suppliers, to support scaling our manufacturing base and strategically position our operations to mitigate risk related to geopolitical and macroeconomic pressures as we grow.
Our internal supply chain management team supports product introductions and evolving channel strategies, researches materials and equipment, qualifies direct suppliers and potential manufacturers, directs internal demand and production planning, manages product purchasing plans and oversees product transportation.
Our internal supply chain management team supports product introductions and evolving channel strategies, researches materials and equipment, qualifies direct suppliers and potential manufacturers, directs internal demand and production planning, manages product purchasing plans and oversees product transportation. Our personnel also work with our third-party manufacturers to monitor product quality and manufacturing process efficiency.
For example, there is increased scrutiny on various per- and polyfluoroalkyl substances (“PFAS”) at the federal and state level, and the U.S. EPA has proposed to designate certain PFAS as hazardous substances under CERCLA.
For example, there is increased scrutiny on various per- and polyfluoroalkyl substances (“PFAS”) at the federal and state level, and the EPA has designated certain PFAS—perfluorooctanoic acid (“PFOA”) and perfluorooctanesulfonic acid (“PFOS”)—as hazardous substances under CERCLA.
Although our facilities have not historically incurred material costs for compliance with these requirements, changes to the terms and conditions of our permits in future renewals or new or modified regulations could require us to incur additional capital or operating expenditures which may be material. 8 Table of Contents Endangered Species Act The federal Endangered Species Act, as amended ("ESA"), restricts activities that may affect endangered and threatened species or their habitats.
Although our facilities have not historically incurred material costs for compliance with these requirements, changes to the terms and conditions of our permits in future renewals or new or modified regulations could require us to incur additional capital or operating expenditures which may be material.
Our team aims to build upon our core concepts of taste, versatility, ease of use, consistency, and community. Since 2014, our team has re-envisioned the outdoor cooking archetype with digital experiences and has developed and leveraged our intellectual property and proprietary rights to help protect and enhance our business and competitive position.
Since 2014, our team has re-envisioned the outdoor cooking archetype with digital experiences and has developed and leveraged our intellectual property and proprietary rights to help protect and enhance our business and competitive position.
With the purchase of their ticket, participants receive a list of supplies they’ll need to follow along in real-time. They are also mailed a swag bag filled with goodies.
With the purchase of their ticket, participants receive a list of supplies they’ll need to follow along in real-time, as well as a swag bag filled with goodies. Shop Classes are also offered in-person in select markets throughout the year.
For example, our Sustainable Wood Sourcing Policy requires that all upstream harvesting activities be conducted legally and aims to promote alignment with sustainable forestry best practices, such as by working to understand and document Traeger’s wood pellet supply chain to promote the sourcing of wood pellet materials from responsibly managed forests and/or recycled sources.
For example, our Sustainable Wood Sourcing Policy requires that all upstream harvesting activities be conducted legally and aims to promote alignment with sustainable forestry best practices, such as by working to understand and document Traeger’s wood pellet supply chain to promote the sourcing of wood pellet materials from responsibly managed forests and/or recycled sources. 6 Table of Contents Our position in the value chain enables us to source our wood fiber as pre- and post-industrial byproduct from the lumber and furniture industries and generally does not involve the dedicated felling of virgin timber.
We continually strive to maintain compliance with applicable safety, health, air, solid waste and wastewater regulations; nevertheless, we cannot guarantee that serious accidents will not occur in the future. 9 Table of Contents Global Environmental Legislation In addition to the U.S. legislative regimes above, similar environmental laws and regulations are in place in a number of jurisdictions worldwide, including in relation to climate change, water discharges, endangered species, waste, hazardous substances and health and safety matters, and such requirements may impact our operations or supply chain partners directly or indirectly.
Global Environmental Legislation In addition to the U.S. legislative regimes above, similar (though in some cases more expansive or stringent) environmental laws and regulations are in place in a number of jurisdictions worldwide, including in relation to climate change, water discharges, endangered species, waste, hazardous substances, and health and safety matters, and such requirements may impact our operations or supply chain partners directly or indirectly.
Shop Classes are also offered in-person in select markets throughout the year. 2 Table of Contents The Traeger App Our Traeger app, which we launched in 2017, is a mobile software application available on iOS or Android devices.
The Traeger App Our Traeger app, which we launched in 2017, is a mobile software application available on iOS or Android devices.
As of December 31, 2023, we had approximately 559 trademark registrations and 371 issued patents and pending patent applications in the United States and other countries. As of December 31, 2023, we had approximately 71 issued U.S. patents and 17 U.S. patent applications pending and had approximately 208 issued foreign patents and 75 foreign patent applications pending.
As of December 31, 2024, we had approximately 601 trademark registrations and 68 pending trademark applications in the United States and other countries. As of December 31, 2024, we had approximately 73 issued U.S. patents and 13 U.S. patent 5 Table of Contents applications pending and had approximately 200 issued foreign patents and 43 foreign patent applications pending.
Our products are available at more than 13,200 retail locations globally as of December 31, 2023. We have built relationships with well-known national retailers, such as The Home Depot, Ace Hardware and Costco. We also work with a significant number of independent retailers that cater to local communities and specific categories, such as hardware, camping, outdoor, farm, ranch, and barbecue.
Our core retail products are available at more than 11,200 retail locations globally as of December 31, 2024. We have built relationships with well-known national retailers such as The Home Depot, Ace Hardware, and Costco.
Similarly, the raw materials for our hardwood pellets produced in the United States are sourced directly by us, and from local sources wherever possible. Our supply chain management team coordinates the relationships and commercial terms between our manufacturers and the suppliers of raw material and components that we have sourced directly.
Our supply chain management team coordinates the relationships and commercial terms between our manufacturers and the suppliers of raw material and components that we have sourced directly.
As a result of these developments, our operations could be subject to a series of regulatory, litigation and financial risks associated with the production, transportation and sale of our products.
Certain jurisdictions have also adopted, or are considering adopting, various fees for GHG, including those embedded in the value chain for certain products. As a result of these developments, our operations could be subject to a series of regulatory, litigation, and financial risks associated with the production, transportation, and sale of our products.
They range from traditional barbecue classics like ribs and brisket to Spanish-style Paella, Italian porchetta, and even homemade baked pie, allowing consumers to take full advantage of the grill’s versatility. The majority of our recipes are developed and tested by our in-house culinary team.
Our recipes include appetizers, main dishes, sides, desserts, and even wood-fired cocktails to tie the meal together. They range from traditional barbecue classics like ribs and brisket to Spanish-style Paella, Italian porchetta, and even homemade baked pie, allowing consumers to take full advantage of the grills’ versatility.
Our DTC channel covers sales directly to customers through our website and Traeger app. Product Development Our Product team’s mission is to develop world-class innovation with flawless product commercialization and 4.8-star or higher consumer ratings to enhance the consumer cooking experience from beginning to end.
Product Development Our Product team’s mission is to develop world-class innovation with flawless product commercialization and 4.8-star-or-higher consumer ratings to enhance the consumer cooking experience from beginning to end. These high standards are essential to our strategy of selling a premium product with mass market appeal.
While the details of a social cost of carbon for federal decision-making remain uncertain, to the extent such a figure is adopted or increased it may result in more stringent GHG emission or forestry standards that may adversely impact our operations. The Biden administration also issued an executive order in January 2021 focused on addressing climate change.
Views and approaches on the appropriate value and use for a social cost of carbon vary and in some instances remain uncertain, but to the extent such a figure is adopted or increased it may result in more stringent GHG emission or forestry standards that may adversely impact our operations.
A drip tray funnels the grease, fat, and oil to an external bucket to help prevent flareups and simplify cleanup. Our Integrated Platform Our integrated platform includes six types of products: wood pellet grills, gas griddles, grilling accessories, digital content, the Traeger app and consumables.
Drip trays funnel grease, fat, and oil for easy clean-up and to help prevent flareups. Our Integrated Platform Our integrated platform includes six types of products: wood pellet grills, gas griddles, grilling accessories, digital content, the Traeger app, and consumables. We integrate these products to optimize the cooking experience and produce valuable feedback loops with consumers.
Our consumables represented 19.0% and 20.0% of our revenue for the year ended December 31, 2023 and 2022, respectively. Our Accessories We offer a variety of grill accessories (including the P.A.L.
Our digital content and expanding collection of recipes provide users the opportunity to test their skills with these Traeger-branded flavor enhancers. Our consumables represented 19.7% and 19.0% of our revenue for the year ended December 31, 2024 and 2023, respectively. Our Accessories We offer a variety of grill accessories (including the P.A.L.
We changed the outdoor cooking landscape with the original wood pellet grill, and we did so again with the first cloud-connected offering in the category. We believe our culture and people will permit us to continue the disruption in outdoor cooking and potentially expand it into other ancillary areas of the at home cooking market.
We believe our culture and people will permit us to continue the disruption in outdoor cooking and potentially expand it into other ancillary areas of the at-home cooking market. 3 Table of Contents Mission and Values In our model, culture precedes strategy and process.
In addition, we produce short- and long-form branded content highlighting sto ries, community members, and lifestyle content from the Traegerhood. A Growing Library of Recipes Creating an extensive array of wood-fired recipes is crucial to educating our consumers and inspiring them to cook more often and craft even better food.
A Growing Library of Recipes Creating an extensive array of wood-fired recipes is crucial to educating our consumers and inspiring them to cook more often and craft even better food. From quick and easy entry-level dishes to more advanced culinary endeavors, we cater to all levels of cooks.
These high standards are essential to our strategy of selling a premium product with mass market appeal. Product innovation can also increase our pricing and encourage customers to replace their grills more often than the average grill owner. As of December 31, 2023, our Product team consisted of 48 members.
Product innovation can also increase our pricing and encourage customers to replace their grills more often than the average grill owner. As of December 31, 2024, our Product team consisted of 61 members. Our team aims to build upon our core concepts of taste, versatility, ease of use, consistency, and community.
Our grills are manufactured by three manufacturers located in China and one manufacturer located in Vietnam, and we outsource the production of our accessories and apparel to a global network of suppliers. The raw materials and components used in our grills are sourced either directly by us or on our behalf by our manufacturers from a variety of suppliers.
The raw materials and components used in our grills and accessories are sourced either directly by us or on our behalf by our manufacturers from a variety of suppliers. Similarly, the raw materials for our hardwood pellets produced in the United States are sourced directly by us, and from local sources wherever possible.
National Fire Protection Association standards for combustible dust require our facilities to incorporate pollution control equipment such as cyclones, baghouses and electrostatic precipitators to minimize regulated emissions.
National Fire Protection Association standards for combustible dust require our facilities to incorporate pollution control equipment such as cyclones, baghouses, and electrostatic precipitators to minimize regulated emissions. We continually strive to maintain compliance with applicable safety, health, air, solid waste, and wastewater regulations; nevertheless, we cannot guarantee that serious accidents will not occur in the future.
Our grills represented 49.4% and 54.2% of our revenue for the year ended December 31, 2023 and 2022, respectively. Our Digital Content We produce a library of digital content including instructional recipes and videos that demonstrate tips, tricks, and cooking techniques that empower Traeger owners to progress their cooking skills.
Our Digital Content We produce a library of digital content including instructional recipes and videos that demonstrate tips, tricks, and cooking techniques that empower Traeger owners to progress their cooking skills. In addition, we produce short- and long-form branded content highlighting sto ries, community members, and lifestyle content from the Traegerhood.
We integrate these products to optimize the cooking experience and produce valuable feedback loops with consumers. As a result, our integrated platform can drive grill usage, brand affinity, word of mouth, and purchases of our consumables.
As a result, our integrated platform can drive grill usage, brand affinity, word of mouth, and purchases of our consumables. Products Our Grills We offer eight primary grill lines: Woodridge Series, Timberline Series, Ironwood Series, Pro Series with WiFIRE, Pro Series without WiFIRE, Portable Series, Club Lineup, and Flatrock flat top grill.
Our position in the value chain enables us to source our wood fiber as pre- and post-industrial byproduct from the lumber and furniture industries and generally does not involve the dedicated felling of virgin timber. We are increasingly focused on sourcing wood fiber with sustainability chain-of-custody verification through the Forest Stewardship Council ("FSC").
We are increasingly focused on sourcing wood fiber with sustainability chain-of-custody verification through the Forest Stewardship Council (“FSC”).
“Risk Factors—Climate change legislation, regulatory initiatives and litigation could result in increased operating costs or, in some instances, adversely impact demand for our products.” Finally, scientists have concluded that increasing concentrations of GHGs in the earth’s atmosphere may produce climate changes that have significant physical effects, such as sea-level rise, increased frequency and severity of storms, floods and other climatic events, including forest fires.
“Risk Factors—Climate change legislation, regulatory initiatives, and litigation could result in increased operating costs or, in some instances, adversely impact demand for our products.” Water Discharges The Federal Water Pollution Control Act, as amended (“Clean Water Act”), as well as state laws and implementing regulations, restrict the discharge of pollutants into waters of the United States.
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Products Our Grills We offer seven primary grill lines: Timberline Series, Ironwood Series, Pro Series with WiFIRE, Pro Series without WiFIRE, Town and Travel Series, Club Lineup, and Flatrock flat top grill. These grills vary in size, price, construction, materials, and digital technologies.
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These grills vary in size, price, construction, materials, and digital technologies. Our grills represented 53.8% and 49.4% of our revenue for the year ended December 31, 2024 and 2023, respectively.
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From quick and easy entry-level dishes to more advanced culinary endeavors, we cater to all levels of cooks. Our recipes include appetizers, main dishes, sides, desserts, and even wood-fired cocktails to tie the meal together.
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The majority of our recipes are developed and tested by our in-house culinary team. However, we also leverage our network of chefs, recipe developers, and pitmasters to source recipes and insights.
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However, we also leverage our network of chefs, recipe developers, and pitmasters to source recipes and insights. Traeger Kitchen Live Traeger offers live-streaming cooking classes to consumers through our Traeger Kitchen Live series, where our community ambassadors welcome consumers into their kitchens and instruct on how to use a Traeger for everything from barbecue brisket to baked goods.
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We also work with a significant number of independent retailers that cater to local communities and specific categories, such as hardware, camping, outdoor, farm, ranch, and barbecue. Our DTC channel covers sales directly to customers through our website.
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Our digital content and expanding collection of recipes provide users the opportunity to test their skills with these Traeger-branded flavor enhancers. In July 2022, we suspended operations of Traeger Provisions, our premium frozen meal kit business, which we launched in November 2021.
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We changed the outdoor cooking landscape with the original wood pellet grill, and we did so again with the first cloud-connected offering in the category.
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Our personnel also work with our third-party manufacturers to monitor product quality and manufacturing process efficiency. 4 Table of Contents We utilize third-party manufacturers to manufacture and supply our grills and accessories.
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We utilize third-party manufacturers to manufacture and supply our grills and accessories. Our grills are currently manufactured in China and Vietnam, our MEATER smart thermometer accessories are currently manufactured in Taiwan, and we outsource the production of our accessories and apparel to a global network of suppliers.
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In January 2021, the Biden administration issued an executive order that, among other things, established an Interagency Working Group on the Social Cost of Greenhouse Gases, or Working Group, which is called on to, among other things, develop methodologies for calculating the “social cost of carbon.” The social cost of carbon assigns a dollar value on a metric ton of greenhouse gas emissions and is used in rulemakings to determine the potential benefits of controlling releases of carbon dioxide, methane and nitrous oxide.
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Moreover, in certain cases, policymakers may consider the impact of GHG emissions (sometimes referred to as a “social cost of carbon”), alongside other environmental or social impacts, in determining the relevant costs or benefits of various actions, which may lead to regulatory or legislative initiatives increasing the cost of certain activities.
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Various figures have been used for this social cost of carbon, and certain regulatory actions have faced challenge for such figures, either due to their use at all or due to the particular figure used in calculations.
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Endangered Species Act The federal Endangered Species Act, as amended (“ESA”), restricts activities that may affect endangered and threatened species or their habitats.
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If any such effects were to occur, they could have an adverse effect on our operations. For more information, see Part I, Item 1A.
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“Risk Factors—Our business is subject to the risk of earthquakes, fires, explosions, power outages, floods, forest fires, and other catastrophic events, and to interruption by problems such as terrorism, public health crises, cyberattacks, or failure of key information technology systems.” Water Discharges The Federal Water Pollution Control Act, as amended ("Clean Water Act"), as well as state laws and implementing regulations, restrict the discharge of pollutants into waters of the United States.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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In these markets, we have faced and may continue to face challenges that are different from those we currently encounter, including competitive, merchandising, distribution, hiring, legal and regulatory, and other difficulties, such as understanding and accurately predicting the demographics, preferences, and purchasing habits of consumers in these new geographic markets.
In these markets, we have faced and may continue to face challenges that are different from those we currently encounter, including competitive, merchandising, distribution, hiring, legal, regulatory, and other difficulties, such as understanding and accurately predicting the demographics, preferences, and purchasing habits of consumers in these new geographic markets.
Even if we are able to raise awareness, customers may be slow in changing their habits and may be hesitant to use our products for a variety of reasons, including lack of experience with our products or cooking with wood pellet grills, price, competition and negative selling efforts from competitors and the perceptions regarding the time and complexity of using our products or learning new cooking techniques.
Even if we are able to raise awareness, customers may be slow in changing their habits and may be hesitant to use our products for a variety of reasons, including lack of experience with our products or cooking with wood pellet grills, price, competition, negative selling efforts from competitors, and the perceptions regarding the time and complexity of using our products or learning new cooking techniques.
Any decrease in the success of our non-paid marketing initiatives, which primarily consist of customer advocacy and word-of-mouth referrals, may cause an increase in both our marketing and customer acquisition costs. Our paid marketing initiatives include television, search engine marketing, mail to consumers, email, display and dedicated in-store arrangements, radio, and magazine advertising and social media marketing.
Any decrease in the success of our non-paid marketing initiatives, which primarily consist of customer advocacy and word-of-mouth referrals, may cause an increase in both our marketing and customer acquisition costs. Our paid marketing initiatives include television, search engine marketing, mail to consumers, email, display and dedicated in-store arrangements, radio, magazine advertising, and social media marketing.
These risks include the following: • adverse changes in foreign currency exchange rates can have a significant effect upon our results of operations, financial condition and cash flows; • increased difficulty in protecting our intellectual property rights and trade secrets, including litigation costs and the outcome of such litigation; • increased exposure to events that could impair our ability to operate internationally with third parties such as problems with such third parties’ operations, finances, insolvency, labor relations, manufacturing capabilities, costs, insurance, natural disasters or other catastrophic events; • unexpected legal or government action or changes in legal or regulatory requirements; • social, economic or political instability, including the conflicts between Russia and Ukraine and Israel and Hamas; • potential negative consequences from changes to taxation or tariff policies; • the effects of any anti-American sentiments on our brands or sales of our products; • increased difficulty in ensuring compliance by employees, agents and contractors with our policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S.
These risks include the following: • adverse changes in foreign currency exchange rates can have a significant effect upon our results of operations, financial condition, and cash flows; • increased difficulty in protecting our intellectual property rights and trade secrets, including litigation costs and the outcome of such litigation; • increased exposure to events that could impair our ability to operate internationally with third parties such as problems with such third parties’ operations, finances, insolvency, labor relations, manufacturing capabilities, costs, or insurance, or with natural disasters or other catastrophic events; • unexpected legal or government action or changes in legal or regulatory requirements; • social, economic, or political instability, including the conflicts between Russia and Ukraine and Israel and Hamas; • potential negative consequences from changes to taxation or tariff policies; • the effects of any anti-American sentiments on our brands or sales of our products; • increased difficulty in ensuring compliance by employees, agents and contractors with our policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S.
If we fail to comply with these rules, agreements or requirements, or if our data security systems are breached or compromised, we may be liable for losses incurred by card issuing banks or customers, subject to fines and higher transaction fees, lose our ability to accept credit or debit card payments from our customers, or process electronic fund transfers or facilitate other types of payments.
If we fail to comply with these rules, agreements, or requirements, or if our data security systems are breached or compromised, we may be liable for losses incurred by card-issuing banks or customers, be subject to fines and higher transaction fees, lose our ability to accept credit or debit card payments from our customers, or lose our ability to process electronic fund transfers or facilitate other types of payments.
The amount of taxes we pay in different jurisdictions may depend on the application of the tax laws of the various jurisdictions, including the United States, to our international business activities, changes in tax rates, new or revised tax laws or interpretations of existing tax laws and policies and our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements.
The amount of taxes we pay in different jurisdictions may depend on the application of the tax laws of the various jurisdictions, including the United States, to our international business activities, changes in tax rates, new or revised tax laws, interpretations of existing tax laws and policies, and our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements.
Such legislation may add additional complexity, variation in requirements, restrictions and potential legal risk, and require additional investment in resources to compliance programs, could impact strategies and availability of previously useful data and could result in increased compliance costs and changes in business practices and policies.
Such legislation may add additional complexity, variation in requirements, restrictions, and potential legal risk and could require additional investment in resources to compliance programs, impact strategies and availability of previously useful data, and result in increased compliance costs and changes in business practices and policies.
Any limitation on or discontinuation of our or our customers’ or users’ access to any Provider’s platform or app store could materially and adversely affect our business, financial condition, results of operations or otherwise require us to change the way we conduct our business.
Any limitation on or discontinuation of our or our customers’ or users’ access to any Provider’s platform or app store could materially and adversely affect our business, financial condition, or results of operations, or otherwise require us to change the way we conduct our business.
In addition, pursuant to the Stockholders Agreement between us and these investors, we agreed to nominate to our board of directors individuals designated by each of the AEA Fund, OTPP and TCP and each such investor has the right to designate directors for so long as they each beneficially own at least 5% of the aggregate number of shares of common stock outstanding immediately following our IPO.
In addition, pursuant to the Stockholders Agreement between us and these investors, we agreed to nominate to our Board individuals designated by each of the AEA Fund, OTPP, and TCP, and each such investor has the right to designate directors for so long as they each beneficially own at least 5% of the aggregate number of shares of common stock outstanding immediately following our IPO.
In addition, for so long as the AEA Fund, OTPP and TCP collectively beneficially own at least 30% of the aggregate number of shares of common stock outstanding immediately following the IPO, certain actions by us or any of our subsidiaries will require the prior written consent of each of the AEA Fund, OTPP and TCP so long as such stockholder is entitled to designate at least two directors for nomination to our board of directors.
In addition, for so long as the AEA Fund, OTPP, and TCP collectively beneficially own at least 30% of the aggregate number of shares of common stock outstanding immediately following the IPO, certain actions by us or any of our subsidiaries will require the prior written consent of each of the AEA Fund, OTPP, and TCP so long as such stockholder is entitled to designate at least two directors for nomination to our Board.
Further, our certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply with respect to certain parties to our Stockholders Agreement or their affiliates (other than us and our subsidiaries), and any of their respective principals, members, directors, partners, stockholders, officers, employees or other representatives (other than any such person who is also our employee or an employee of our subsidiaries), or any director or stockholder who is not employed by us or our subsidiaries.
Further, our certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply with respect to certain parties to our Stockholders Agreement or their affiliates (other than us and our subsidiaries), any of their respective principals, members, directors, partners, stockholders, officers, employees, or other representatives (other than any such person who is also our employee or an employee of our subsidiaries), or any director or stockholder who is not employed by us or our subsidiaries.
As a controlled company, we may elect not to comply with certain corporate governance requirements, including the requirements that: • a majority of our board of directors consists of “independent directors,” as defined under the rules of such exchange; • our board of directors has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and • our board of directors has a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
As a controlled company, we may elect not to comply with certain corporate governance requirements, including the requirements that: • a majority of our Board consists of “independent directors,” as defined under the rules of such exchange; • our Board has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and • our Board has a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
As a result of any such election, our board of directors would not have a majority of independent directors, our compensation committee would not consist entirely of independent directors and our directors would not be nominated or selected by independent directors.
As a result of any such election, our Board would not have a majority of independent directors, our compensation committee would not consist entirely of independent directors, and our directors would not be nominated or selected by independent directors.
From time to time, we may be subject to claims, lawsuits, government investigations, and other proceedings involving products liability, competition, and antitrust, intellectual property, privacy, consumer protection, securities, tax, labor and employment, commercial disputes, and other matters that could adversely affect our business operations and financial condition.
From time to time, we may be subject to claims, lawsuits, government investigations, and other proceedings involving products liability, competition, antitrust, intellectual property, privacy, consumer protection, securities, tax, labor and employment, commercial disputes, and other matters that could adversely affect our business operations and financial condition.
Our certificate of incorporation provides that, unless we otherwise consent in writing, (A) (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of us to the us or the our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws (as either may be amended or restated) or as to which the DGCL confers exclusive jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware; and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act; however, there is uncertainty as to whether a court would enforce such provision, and investors cannot waive compliance with federal securities laws and the rules and regulations thereunder.
Our certificate of incorporation provides that, unless we otherwise consent in writing, (A) (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee, or stockholder of ours to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our certificate of incorporation, or our bylaws (as either may be amended or restated) or as to which the DGCL confers exclusive jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware; and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act; however, there is uncertainty as to whether a court would enforce such provision, and investors cannot waive compliance with federal securities laws and the rules and regulations thereunder.
If we are unable to protect or preserve the value of our patents, trade dress, trademarks, copyrights, or other intellectual property and proprietary rights for any reason, or if we fail to maintain our brand image due to actual or perceived product or service quality issues, adverse publicity, governmental investigations or litigation, or other reasons, our brand and reputation could be damaged, and our business and results of our operations may be harmed.
If we are unable to protect or preserve the value of our patents, trade dress, trade secrets, trademarks, copyrights, or other intellectual property and proprietary rights for any reason, or if we fail to maintain our brand image due to actual or perceived product or service quality issues, adverse publicity, governmental investigations, litigation, or other reasons, our brand and reputation could be damaged, and our business and results of our operations may be harmed.
Even when the parties to our Stockholders Agreement cease to own shares of our stock representing a majority of the total voting power, for so long as such parties continue to own a significant percentage of our stock, they will still be able to significantly influence or effectively control the composition of our board of directors and the approval of actions requiring stockholder approval through their voting power.
Even when the parties to our Stockholders Agreement cease to own shares of our stock representing a majority of the total voting power, for so long as such parties continue to own a significant percentage of our stock, they will still be able to significantly influence or effectively control the composition of our Board and the approval of actions requiring stockholder approval through their voting power.
Food and Drug Administration ("FDA"), or parallel foreign requirements of safety for human consumption, labeling, processing and distribution under sanitary conditions and production in accordance with FDA “good manufacturing practices.” Similarly, our marketing practices are subject to regulations by the FTC or foreign equivalents, including regarding environmental marketing claims.
Food and Drug Administration (“FDA”) requirements, or parallel foreign requirements, of safety for human consumption, labeling, processing, and distribution under sanitary conditions and production in accordance with FDA “good manufacturing practices.” Similarly, our marketing practices are subject to regulations by the FTC or foreign equivalents, including regarding environmental marketing claims.
For example, various legislative and regulatory actions and proposals, such as in the United States, the Organization for Economic Co-operation and Development and the EU, have increasingly focused on future tax reform and contemplate changes to long-standing tax principles, which could adversely affect our liquidity and results of operations.
For example, various legislative and regulatory actions and proposals, such as in the United States, the Organization for Economic Co-operation and Development (the “OECD”), and the EU, have increasingly focused on future tax reform and contemplate changes to long-standing tax principles, which could adversely affect our liquidity and results of operations.
We believe that our paid and non-paid marketing initiatives have been critical in promoting customer awareness of our products and wood pellet grills, which in turn has driven demand for our products and increased the extent to which new and existing customers utilize our online content for cooking related information and resources.
We believe that our paid and non-paid marketing initiatives have been critical in promoting customer awareness of our wood pellet grills and other products, which in turn has driven demand for our products and increased the extent to which new and existing customers utilize our online content for cooking-related information and resources.
For example, the California Consumer Privacy Act ("CCPA") requires covered companies to provide disclosures to California consumers and provide such consumers certain data protection and privacy rights, including the ability to opt-out of certain disclosure of personal data. The CCPA also provides for civil penalties for violations, as well as a private right of action for certain data breaches.
For example, the California Consumer Privacy Act (“CCPA”) requires covered companies to provide disclosures to California consumers and provide such consumers certain data protection and privacy rights, including the ability to opt-out of certain disclosure of personal data. The CCPA also provides for civil penalties for violations, as well as a private right of action for certain data breaches.
Regulation of cookies and similar technologies, and any decline of cookies or similar online tracking technologies as a means to identify and potentially target customers and users, may also lead to broader restrictions and impairments on our marketing and personalization activities and may materially adversely impact our efforts to understand our customers and users and our business, results of operations, and financial condition.
Regulation of cookies and similar technologies, and any decline of cookies or similar online tracking technologies as a means to identify and potentially target customers and users, may lead to broader restrictions and impairments on our marketing and personalization activities and may materially adversely impact our efforts to understand our customers and users and our business, results of operations, and financial condition.
To effectively market our products, we must educate these customers about the various benefits of using our products and about cooking with wood pellet grills generally. We cannot assure you that we will be successful in changing customer behavior or cooking habits or that we will achieve broad market education or awareness.
To effectively market our products, we must educate these customers about the various benefits of using our products and about cooking with wood pellet grills. We cannot assure you that we will be successful in changing customer behavior or cooking habits or that we will achieve broad market education or awareness.
For instance, for so long as the AEA Fund, OTPP and TCP continue to own a significant percentage of our common stock, they may be able to cause or prevent a change of control of the Company or a change in the composition of our board of directors, and could preclude any unsolicited acquisition of the Company.
For instance, for so long as the AEA Fund, OTPP, and TCP continue to own a significant percentage of our common stock, they may be able to cause or prevent a change of control of the Company or a change in the composition of our Board and could preclude any unsolicited acquisition of the Company.
For example, in 2017, we have introduced products that incorporate smart features, including our WiFIRE technology, a cloud based, Wi-Fi controller that connects our grills to our Traeger app, enabling users to automate recipe steps and control and monitor their grill remotely.
For example, in 2017, we introduced products that incorporate smart features, including our WiFIRE technology, a cloud-based Wi-Fi controller, that connects our grills to our Traeger app, enabling users to automate recipe steps and control and monitor their grill remotely.
Further, our quarterly results of operations in future fiscal years may fluctuate or otherwise be significantly affected as a result of macroeconomic conditions and widely reported global supply chain constraints, including the resulting increased freight rates and logistics costs.
Further, our quarterly results of operations in future fiscal years may fluctuate or otherwise be significantly affected as a result of macroeconomic conditions, including as a result of tariffs, and widely reported global supply chain constraints, including the resulting increased freight rates and logistics costs.
In addition, the Regulation would require many entities selling batteries in the EU to develop and implement due diligence policies to address social and environmental risks linked to the sourcing of batteries, and a number of other requirements such as in relation to minimum levels of recycled minerals.
In addition, the regulation would require many entities selling batteries in the EU to develop and implement due diligence policies to address social and environmental risks linked to the sourcing of batteries, as well as a number of other requirements such as in relation to minimum levels of recycled minerals.
Nevertheless, the steps we take to protect our intellectual property and proprietary rights against infringement or other violation may be inadequate, and we may experience difficulty in effectively limiting the unauthorized use of our patents, trademarks, trade dress, copyrights and other intellectual property and proprietary rights worldwide.
Nevertheless, the steps we take to protect our intellectual property and proprietary rights against infringement or other violation may be inadequate, and we may experience difficulty in effectively limiting the unauthorized use of our patents, trademarks, trade dress, trade secrets, copyrights and other intellectual property and proprietary rights worldwide.
We have recorded substantial stock-compensation expense for the IPO Awards, accelerated vesting, and cancellation and termination of unearned awards as described above . The accelerated vesting was determined to be a modification and therefore, we evaluated each of the modified awards to determine the necessary accounting treatment.
We have recorded substantial stock-based compensation expense for the IPO Awards, accelerated vesting, and cancellation and termination of unearned awards as described above . The accelerated vesting was determined to be a modification, and therefore, we evaluated each of the modified awards to determine the necessary accounting treatment.
Higher sales also coincide with social events and national holidays, which occur during the same timeframe. Additionally, we have experienced higher sales volume of our accessories during the fourth quarter of the year, due in part to seasonal holiday demand.
Higher sales also coincide with social events and national holidays, which occur during the same 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.
This public health crises or any further political developments or health concerns in markets in which our products are manufactured could result in social, economic, and labor instability, adversely affecting the supply of our products and, in turn, our business, financial condition, and results of operations.
Public health crises or any further political developments or health concerns in markets in which our products are manufactured could result in social, economic, and labor instability, adversely affecting the supply of our products and, in turn, our business, financial condition, and results of operations.
We also compete against other wood pellet grill brands, such as Dansons. Moreover, the outdoor cooking market is expanding to include alternatives beyond traditional grills, and we also compete against companies that manufacture griddles, such as Blackstone, and companies that manufacture pizza ovens, such as Ooni.
We also compete against other wood pellet brands, such as Dansons. Moreover, the outdoor cooking market is expanding to include alternatives beyond traditional grills, and we also compete against companies that manufacture griddles, such as Blackstone, and companies that manufacture pizza ovens, such as Ooni.
Our certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply with respect to certain parties to our New Stockholders Agreements and any director or stockholder who is not employed by us or our subsidiaries.
Our certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply with respect to certain parties to our Stockholders Agreements and any director or stockholder who is not employed by us or our subsidiaries.
Pursuant to our certificate of incorporation we renounced, to the fullest extent permitted by law and in accordance with Section 122(17) of the Delaware General Corporation Law, all interest and expectancy that we otherwise would be entitled to have in, and all rights to be offered an opportunity to participate in, any opportunity that may be presented to the AEA Fund, OTPP and TCP or their affiliates (other than us and our subsidiaries), and any of their respective principals, members, directors, partners, stockholders, officers, employees or other representatives (other than any such person who is also our employee or an employee of our subsidiaries), or any director or stockholder who is not employed by the AEA Fund, OTPP and TCP or their affiliates and any director or stockholder who is not employed by us or our subsidiaries, therefore, have no duty to communicate or present corporate opportunities to us, and have the right to either hold any corporate opportunity for their (and their affiliates’) own account and benefit or to recommend, assign or otherwise transfer such corporate opportunity to persons other than us, including to any director or stockholder who is not employed by us or our subsidiaries.
Pursuant to our certificate of incorporation we renounced, to the fullest extent permitted by law and in accordance with Section 122(17) of the Delaware General Corporation Law, all interest and expectancy that we otherwise would be entitled to have in, and all rights to be offered an opportunity to participate in, any opportunity that may be presented to the AEA Fund, OTPP, and TCP or their affiliates (other than us and our subsidiaries), and any of their respective principals, members, directors, partners, stockholders, officers, employees, or other representatives (other than any 42 Table of Contents such person who is also our employee or an employee of our subsidiaries), or any director or stockholder who is not employed by the AEA Fund, OTPP, and TCP or their affiliates, and any director or stockholder who is not employed by us or our subsidiaries, therefore, have no duty to communicate or present corporate opportunities to us and have the right to either hold any corporate opportunity for their (and their affiliates’) own account and benefit or to recommend, assign, or otherwise transfer such corporate opportunity to persons other than us, including to any director or stockholder who is not employed by us or our subsidiaries.
In many foreign countries, including countries in which we may conduct business, it may be a local custom that businesses engage in practices that are prohibited by the FCPA or other applicable laws and regulations.
In addition, in many foreign countries, including countries in which we may conduct business, it may be a local custom that businesses engage in practices that are prohibited by the FCPA or other applicable laws and regulations.
There can also be no assurance that our cybersecurity risk management program or processes, policies, controls and/or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information.
However, there can also be no assurance that our cybersecurity risk management program or processes, policies, controls, and/or procedures will be fully implemented, complied with, or effective in protecting our IT Systems and Confidential Information.
Section 382 of the Internal Revenue Code of 1986, as amended ("Section 382"), generally imposes an annual limitation on the amount of taxable income that may be offset by NOLs and certain other tax attributes when a corporation has undergone an “ownership change” (generally, if the percentage of its stock owned by its “5-percent shareholders,” as defined in Section 382, increases by more than 50 percentage points (by value) over a three-year period).
Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”), generally imposes an annual limitation on the amount of taxable income that may be offset by NOLs and certain other tax attributes when a corporation has undergone an “ownership change” (generally, if the percentage of its stock owned by its “5-percent shareholders,” as defined in Section 382, increases by more than 50 percentage points (by value) over a three-year period).
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board, which is responsible for appointing the members of our management.
Our substantial indebtedness could have important consequences to the holders of our common stock, including the following: • making it more difficult for us to satisfy our obligations with respect to our other debt; • limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements; • requiring us to dedicate a substantial portion of our cash flows to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions, and other general corporate purposes; • increasing our vulnerability to general adverse economic and industry conditions; • limiting our flexibility in planning for and reacting to changes in the industry in which we compete; • placing us at a disadvantage compared to other, less leveraged competitors; and • increasing our cost of borrowing.
Our substantial indebtedness could have important consequences to the holders of our common stock, including the following: • making it more difficult for us to satisfy our obligations with respect to our other debt; • limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, or other general corporate requirements; 32 Table of Contents • requiring us to dedicate a substantial portion of our cash flows to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions, and other general corporate purposes; • increasing our vulnerability to general adverse economic and industry conditions; • limiting our flexibility in planning for and reacting to changes in the industry in which we compete; • placing us at a disadvantage compared to other, less leveraged competitors; and • increasing our cost of borrowing.
Our recent growth rates may not be sustainable or indicative of future growth and we expect our growth rate to slow. We have experienced significant growth since our change of ownership in 2013. Our historical rate of growth may not be sustainable or indicative of our future rate of growth.
Our historical growth rates may not be sustainable or indicative of future growth and we expect our growth rate to slow. We have experienced significant growth since our change of ownership in 2013. Our historical rate of growth may not be sustainable or indicative of our future rate of growth.
The success of some of our products and services depend upon the effective operation of certain mobile operating systems, networks and standards that are run by operating system providers and app stores (Providers).
The success of some of our products and services depend upon the effective operation of certain mobile operating systems, networks, and standards that are run by operating system providers and app stores (“Providers”).
As of December 31, 2021, the net carrying value of goodwill totaled $297.0 million prior to concluding that a triggering event had occurred during fiscal year 2022 which required interim goodwill impairment assessments. We periodically assess the value of these assets for impairment in accordance with U.S. generally accepted accounting principles (GAAP).
As of December 31, 2021, the net carrying value of goodwill totaled $297.0 million prior to concluding that a triggering event had occurred during fiscal year 2022, which required interim goodwill impairment assessments. We periodically assess the value of these assets for impairment in accordance with U.S. generally accepted accounting principles (“GAAP”).
While our insurance policies include liability coverage for certain of these cyber-security or security-related matters, our insurance is subject to certain exclusions and exceptions, as well as retention amounts that could be substantial. Therefore, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies.
While our insurance policies include liability coverage for certain of these cybersecurity or security-related matters, our insurance is subject to certain exclusions and exceptions, as well as retention amounts that could be substantial. Therefore, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies.
Threats to the confidentiality, integrity and availability of our IT Systems and Confidential Information are increasingly diverse and sophisticated, including from a range of cybersecurity risks and threats, such as viruses and worms, ransomware attacks, social engineering/phishing attacks, denial-of-service attacks, physical or electronic break-ins, email scams in an attempt to acquire data or company assets, third-party or employee theft or misuse, and similar disruptions from unauthorized tampering with our servers and computer systems or those of third parties that we use in 35 Table of Contents our operations.
Threats to the confidentiality, integrity, and availability of our IT Systems and Confidential Information are increasingly diverse and sophisticated, including from a range of cybersecurity risks and threats, such as viruses and worms, ransomware attacks, social engineering/phishing attacks, denial-of-service attacks, physical or electronic break-ins, email scams in an attempt to acquire data or company assets, third-party or employee theft or misuse, and similar disruptions from unauthorized tampering with our servers and computer systems or those of third parties that we use in our operations.
We cannot predict what impact the new laws and regulations or the increased costs of compliance, if any, will have on our operations in China, in particular the Data Security Law or PIPL, or the increased costs of compliance, if any, will have on our operations in China due to their recent enactment and the limited guidance available, particularly on PIPL, which entities are awaiting further guidance on.
We cannot predict what impact the new laws and regulations or the increased costs of compliance, if any, will have on our operations in China, in particular the Data Security Law or PIPL and its implementation regulations, or the increased costs of compliance, if any, will have on our operations in China due to their recent enactment and the limited guidance available, particularly on PIPL, which entities are awaiting further guidance on.
The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including: • actual or anticipated fluctuations in our results of operations; • the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates or ratings by any securities analysts who follow us or our failure to meet these estimates or the expectations of investors; • announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, results of operations, or capital commitments; • changes in operating performance and stock market valuations of other retail companies generally, or those in our industry in particular; • price and volume fluctuations in the overall stock market, including as a result of the COVID-19 pandemic and trends in the economy as a whole; • changes in our board of directors or management; • sales of large blocks of our common stock, including sales by our principal stockholders, executive officers or directors; • lawsuits threatened or filed against us; • changes in laws or regulations applicable to our business; • changes in our capital structure, such as future issuances of debt or equity securities; • short sales, hedging, and other derivative transactions involving our capital stock; • general economic conditions in the United States; • other events or factors, including those resulting from war, incidents of terrorism, pandemics, or other public health emergencies or responses to these events; and • the other factors described in this Part I, Item 1A.
The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including: • actual or anticipated fluctuations in our results of operations; • the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates or ratings by any securities analysts who follow us, or our failure to meet these estimates or the expectations of investors; • announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, results of operations, or capital commitments; • changes in operating performance and stock market valuations of other retail companies generally, or those in our industry in particular; • price and volume fluctuations in the overall stock market, including as a result of economic trends; • changes in our Board of Directors (the “Board”) or management; • sales of large blocks of our common stock, including sales by our principal stockholders, executive officers, or directors; • lawsuits threatened or filed against us; • changes in laws or regulations applicable to our business; • changes in our capital structure, such as future issuances of debt or equity securities; • short sales, hedging, and other derivative transactions involving our capital stock; • general economic conditions in the United States; • other events or factors, including those resulting from war, incidents of terrorism, pandemics, or other public health emergencies, or responses to these events; and • the other factors described in this Part I, Item 1A.
Climate change legislation, regulatory initiatives and litigation could result in increased operating costs or, in some instances, adversely impact demand for our products. Many nations have agreed to limit emissions of greenhouse gases pursuant to the United Nations Framework Convention on Climate Change, also known ("UNFCCC") and subsequent agreements.
Climate change legislation, regulatory initiatives, and litigation could result in increased operating costs or, in some instances, adversely impact demand for our products. Many nations have agreed to limit emissions of greenhouse gases pursuant to the United Nations Framework Convention on Climate Change, also known (“UNFCCC”) and subsequent agreements.
Violations of the FCPA, the UK Bribery Act, OFAC regulations, or other export control, anti-corruption, anti-money laundering, and anti-terrorism laws or regulations may result in severe criminal or civil penalties, and we may be subject to other related liabilities, which could harm our business, financial condition, cash flows, and results of operations.
Violations of the FCPA, the UK Bribery Act, OFAC regulations, or other export control, anti-corruption, and anti-terrorism laws or regulations may result in severe criminal or civil penalties, and we may be subject to other related liabilities, which could harm our business, financial condition, cash flows, and results of operations.
Furthermore, in depressed market conditions, retailers that we have entered into contracts with may not be able to perform their obligations under our contracts and/or may no longer need the amount of our products they have contracted for or may be able to obtain comparable products at a lower price.
Furthermore, in depressed market conditions, retailers that have entered into contracts with us may not be able to perform their obligations under our contracts and/or may no longer need the amount of our products they have contracted for or may be able to obtain comparable products at a lower price.
The Company’s PFAS plan involve risks, including the actual timing, costs, and financial impact of such plan; the Company’s ability to complete such plan, on the anticipated timing or at all; potential governmental or regulatory actions relating to the Company’s continued PFAS use; the Company’s ability to identify and manufacture acceptable substitutes for PFAS, and the possibility that such substitutes will not achieve the anticipated or desired commercial or operational results; potential litigation relating to the Company’s PFAS plans or handling or use of PFAS; and the possibility that the Company’s PFAS plan will involve greater costs than anticipated, or otherwise have negative impacts on the Company’s relationships with its customers and other counterparties.
The Company’s PFAS plan involve risks, including the actual timing, costs, and financial impact of such plan; the Company’s ability to complete such plan on the anticipated timing or at all; potential governmental or regulatory actions relating to the Company’s continued PFAS use; the Company’s ability to identify and manufacture acceptable substitutes for PFAS, and the 27 Table of Contents possibility that such substitutes will not achieve the anticipated or desired commercial or operational results; potential litigation relating to the Company’s PFAS plans or handling or use of PFAS; and the possibility that the Company’s PFAS plan will involve greater costs than anticipated, or otherwise have negative impacts on the Company’s relationships with its customers and other counterparties.
Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management, including the following: • amendments to certain provisions of our certificate of incorporation or amendments to our bylaws will generally require the approval of at least two-thirds of the voting power of our outstanding capital stock; • our staggered board; • at any time when the parties to our Stockholders Agreement, dated as of July 28, 2021 (the “Stockholders Agreement”), with AEA Investors (the “AEA Fund”), Ontario Teachers’ Pension Plan Board (“OTPP”) and Trilantic Capital Partners (“TCP”), beneficially own, in the aggregate, at least a majority of the voting power of our outstanding capital stock, our stockholders may take action by consent without a meeting, and at any time when the parties to our Stockholders Agreement beneficially own, in the aggregate, less than the majority of the voting power of our outstanding capital stock, our stockholders may not take action by written consent, but may only take action at a meeting of stockholders; • our certificate of incorporation does not provide for cumulative voting; 41 Table of Contents • vacancies on our board of directors are able to be filled only by our board of directors and not by stockholders, subject to the rights granted pursuant to the Stockholders Agreement and the Management Stockholders Agreement, dated as of July 28, 2021 (the “Management Stockholders Agreement, and together with the Stockholders Agreement, the "New Stockholders Agreements"), between the Company and Jeremy Andrus; • a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer or a majority of our board of directors; • our certificate of incorporation restricts the forum for certain litigation against us to Delaware or the federal courts, as applicable, unless we otherwise consent in writing; • our board of directors has the authority to issue shares of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and • advance notice procedures apply for stockholders (other than the parties to our New Stockholders Agreements for nominations made pursuant to the terms of the New Stockholders Agreements) to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management, including the following: 40 Table of Contents • amendments to certain provisions of our certificate of incorporation or amendments to our bylaws will generally require the approval of at least two-thirds of the voting power of our outstanding capital stock; • our staggered Board; • at any time when the parties to our Stockholders Agreement, dated as of July 28, 2021 and as amended on April 30, 2024 (the “Stockholders Agreement”), with AEA Investors (the “AEA Fund”), Ontario Teachers’ Pension Plan Board (“OTPP”), and Trilantic Capital Partners (“TCP”), beneficially own, in the aggregate, at least a majority of the voting power of our outstanding capital stock, our stockholders may take action by consent without a meeting, and at any time when the parties to our Stockholders Agreement beneficially own, in the aggregate, less than the majority of the voting power of our outstanding capital stock, our stockholders may not take action by written consent, but may only take action at a meeting of stockholders; • our certificate of incorporation does not provide for cumulative voting; • vacancies on our Board are able to be filled only by our Board and not by stockholders, subject to the rights granted pursuant to the Stockholders Agreement and the Management Stockholders Agreement, dated as of July 28, 2021 (the “Management Stockholders Agreement, and together with the Stockholders Agreement, the “Stockholders Agreements”), between the Company and Jeremy Andrus; • a special meeting of our stockholders may only be called by the chairperson of our Board, our Chief Executive Officer, or a majority of our Board; • our certificate of incorporation restricts the forum for certain litigation against us to Delaware or the federal courts, as applicable, unless we otherwise consent in writing; • our Board has the authority to issue shares of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and • advance notice procedures apply for stockholders (other than the parties to our Stockholders Agreements for nominations made pursuant to the terms of the Stockholders Agreements) to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
Moreover, while we may at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others) to improve the ESG profile of our company and/or products, such initiatives or achievements of such commitments may be costly and may not have the desired effect.
Moreover, while we may at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others) to improve the ESG profile of our company and/or products, such initiatives may be costly and may not have the desired effect.
We face significant risks if we or any of our directors, officers, employees, agents or other partners or representatives fail to comply with these laws and governmental authorities in the United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse effect on our business, reputation, results of operations, and financial condition.
We face significant risks if we or any of our directors, officers, employees, agents, or other partners or representatives fail to comply with anti-corruption laws, and governmental authorities in the United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties, which could have a material adverse effect on our business, reputation, results of operations, and financial condition.
While we actively develop and protect our intellectual property rights, there can be no assurance that we will be adequately protected in all countries in which we conduct our business or that we will prevail when defending our patent, trademark, and other intellectual property and proprietary rights.
While we actively develop and protect our intellectual property rights, there can be no assurance that we will be adequately protected in all countries in which we conduct our business or that we will prevail when defending our patent, trademark, trade secret, and other intellectual property and proprietary rights.
In addition, we have opted out of Section 203 of the Delaware General Corporation Law ("DGCL"), but our certificate of incorporation provides that engaging in any of a broad range of business combinations with any “interested stockholder” (generally defined as any person who, together with that person’s affiliates and associates, owns, 15% or more of our outstanding voting stock) for a period of three years following the date on which the stockholder became an “interested stockholder” is prohibited, provided, however, that, under our certificate of incorporation, the parties to our Stockholders Agreement and their respective affiliates are not be deemed to be interested stockholders regardless of the percentage of our outstanding voting stock owned by them, and accordingly are not be subject to such restrictions.
In addition, we have opted out of Section 203 of the Delaware General Corporation Law (“DGCL”), but our certificate of incorporation provides that engaging in any of a broad range of business combinations with any “interested stockholder” (generally defined as any person who, together with that person’s affiliates and associates, owns 15% or more of our outstanding voting stock) for a period of three years following the date on which the stockholder became an “interested stockholder” is prohibited, provided, however, that under our certificate of incorporation, the parties to our Stockholders Agreement and their respective affiliates are not to be deemed “interested stockholders” regardless of the percentage of our outstanding voting stock owned by them, and accordingly they are not subject to such restrictions.
For example, disruptions to or increases in the cost of local, regional domestic or international transportation services for our products and other forms of infrastructure, such as electricity, due to shortages of vessels, barges, railcars or trucks, weather-related problems, flooding, droughts, accidents, mechanical difficulties, bankruptcy, strikes, lockouts, bottlenecks (such as the blockage of the Suez Canal in March 2021) or other events could increase our costs, temporarily impair our ability to deliver products to our customers on time or at all and might, in certain circumstances, constitute a force majeure event under our customer contracts, permitting our customers to suspend taking delivery of and paying for our products or resulting in a charge to us for our customers’ lost profits as a result of our failure to timely deliver our products.
For example, disruptions to or increases in the cost of local, regional, domestic, or international transportation services for our products and other forms of infrastructure, such as electricity, due to shortages of vessels, barges, railcars, or trucks, weather-related problems, flooding, droughts, accidents, mechanical difficulties, bankruptcy, strikes, lockouts, bottlenecks, or other events could increase our costs, temporarily impair our ability to deliver products to our customers on time or at all and might, in certain circumstances, constitute a force majeure event under our customer contracts, permitting our customers to suspend taking delivery of and paying for our products or resulting in a charge to us for our customers’ lost profits as a result of our failure to timely deliver our products.
While we have taken steps to manage such risks, such efforts can require us to incur significant costs and may not be effective, due in part to the unpredictability associated with the time horizons for 48 Table of Contents certain climate-related projects. Additionally, to the extent such events increase, it may adversely impact the availability or cost of insurance.
While we have taken steps to manage such risks, such efforts can require us to incur significant costs and may not be effective, due in part to the unpredictability associated with the time horizons for certain climate-related projects. Additionally, to the extent such events increase, it may adversely impact the availability or cost of insurance.
As of December 31, 2023, our substantial indebtedness also could have exposed us to the risk of increased interest rates, as our borrowings under our First Lien Term Loan Facility and Revolving Credit Facility are at variable rates of interest.
As of December 31, 2024, our substantial indebtedness also could have exposed us to the risk of increased interest rates, as our borrowings under our First Lien Term Loan Facility and Revolving Credit Facility are at variable rates of interest.
For instance, a shift in consumer tastes, dietary habits, and nutritional values, concerns regarding the health effects of foods typically cooked on our grills and shifts in preference from animal-based protein 16 Table of Contents to plant-based protein products could reduce our sales or our market share, which would harm our business and financial condition.
For instance, a shift in consumer tastes, dietary habits, and nutritional values, concerns regarding the health effects of foods typically cooked on our grills, and shifts in preference from animal-based protein to plant-based protein products could reduce our sales or our market share, which would harm our business and financial condition.
Despite our efforts to implement security barriers to such threats, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems, Confidential Information or business.
Despite our efforts to implement security barriers to such threats, we may be unable to detect, investigate, remediate, or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems or business.
Any breach of our cybersecurity measures could result in violation of privacy, security, and data protection laws and regulations, legal claims or proceedings (such as class actions), government or regulatory investigation and enforcement actions, fines and penalties, and a loss of confidence in our security measures, any or all of which materially adversely affect our financial condition, business, results of operations, and reputation.
Any breach of our cybersecurity measures could result in violation of privacy, security, and data protection laws and regulations, legal claims or proceedings (such as class actions), government or regulatory investigation and enforcement actions, fines, and penalties, and a loss of confidence in our security measures, any or all of which could materially adversely affect our financial condition, business, results of operations, and 35 Table of Contents reputation.
If the market for wood pellet grills does not develop, develops more slowly than expected, or becomes saturated with competitors, or if our products do not achieve market acceptance, our business, financial condition, and results of operations could be adversely affected. Our estimated addressable market is subject to inherent challenges and uncertainties.
If the market for wood pellet grills does not develop, develops more slowly than expected, or becomes saturated with competitors, or if our products do not achieve market acceptance, our business, financial condition, and results of operations could be adversely affected. 17 Table of Contents Our estimated addressable market is subject to inherent challenges and uncertainties.
The enactment of the CCPA is prompting a wave of new legislation in a number of U.S. states which imposes, or has the potential to impose additional obligations on companies that collect, store, use, retain, disclose, transfer and otherwise process confidential, sensitive and personal data, and will continue to shape the data privacy environment nationally.
The enactment of the CCPA has prompted a wave of new legislation in a number of U.S. states which imposes, or has the potential to impose, additional obligations on companies that collect, store, use, retain, disclose, transfer, and otherwise process confidential, sensitive, and personal data, and will continue to shape the data privacy environment nationally.
Vesting of the awards was assessed as probable immediately prior to and after the modification resulting in an acceleration of the remaining expense based on the original grant date fair value. As a result of the modification, we recorded approximately $40.5 million of accelerated stock- 45 Table of Contents based compensation for the year ended December 31, 2022.
Vesting of the awards was assessed as probable immediately prior to and after the modification resulting in an acceleration of the remaining expense based on the original grant date fair value. As a result of the modification, we recorded approximately $40.5 million of accelerated stock-based compensation expense for the year ended December 31, 2022.
The successful 36 Table of Contents assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of sublimits, large deductible or co-insurance requirements, could have a material adverse effect on our results of operations, financial condition and cash flows.
The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of sublimits, large deductible, or co-insurance requirements, could have a material adverse effect on our results of operations, financial condition, and cash flows.
Such requirements may adversely impact our MEATER thermometer business, by requiring a redesign of our products or increasing the cost of batteries to us and our consumers, reducing demand and adversely impacting our revenue and results of operations. 27 Table of Contents Regulation of certain perfluoroalkyl and polyfluoroalkyl substances in the United States and internationally may affect our product lines.
Such requirements may adversely impact our MEATER thermometer business by requiring a redesign of our products or increasing the cost of batteries to us and our consumers, reducing demand and adversely impacting our revenue and results of operations. Regulation of certain perfluoroalkyl and polyfluoroalkyl substances in the United States and internationally may affect our product lines.
In addition, we could incur significant costs to correct any defects, warranty claims, or other problems, including costs related to product recalls, and such costs may not be covered by insurance and could have a material adverse effect on our business, financial condition, and results of operations.
In addition, we could incur significant costs to correct any defects, 13 Table of Contents warranty claims, or other problems, including costs related to product recalls, and such costs may not be covered by insurance and could have a material adverse effect on our business, financial condition, and results of operations.
Any of these events or the impact on the availability of wood fiber could increase our operating costs or prevent us from selling our wood pellets in quantities that satisfy customer demand, and thereby could have a material adverse effect on our brand, reputation, business, financial condition, and results of operations.
Any of these events or the impact on the availability of wood fiber could increase our operating costs or prevent us from selling our wood pellets in quantities that satisfy 23 Table of Contents customer demand and thereby could have a material adverse effect on our brand, reputation, business, financial condition, and results of operations.
The loss of members of our management or key employees may disrupt our business and harm our results of operations. We do not maintain "key person" insurance for any of our executives or other employees. Furthermore, our ability to manage further expansion will require us to continue to attract, motivate, and retain additional qualified personnel.
The loss of members of our management or key employees may disrupt our business and harm our results of operations. We do not maintain “key person” insurance for any of our executives or other employees. Furthermore, our ability to manage further expansion will require us to continue to attract, motivate, and retain additional qualified personnel.
We believe that our revenue, as well as our ability to improve or maintain margins and profitability, will depend upon, among other factors, our 10 Table of Contents ability to address the challenges, risks, and difficulties described elsewhere in this report and the extent to which our various products grow and contribute to our results of operations.
We believe that our revenue, as well as our ability to improve or maintain margins and profitability, will depend upon, among other factors, our ability to address the challenges, risks, and difficulties described elsewhere in this report and the extent to which our various products grow and contribute to our results of operations.
We may make fewer sales to our retailers for a variety of reasons, including, but not limited to: • failure to accurately identify the needs of our retailers; • a lack of acceptance of new products, consumables, accessories, or services; • failure to obtain shelf space or prominent digital placement from our retailers; • loss of business relationships, including due to brand or reputational harm; • breaches of contracts with retailers, or our failure to enter into or renew our contracts or purchase orders with major retailers; • consolidation within the retail industry among retailers and retail chains; • reduced, delayed or material changes to the business requirements or operations of our retailers; • failure to fulfil orders from our retailers in full or on a timely basis; 15 Table of Contents • strikes or other work stoppages affecting sales and inventory of our major retailers; • increasing competition by our competitors or the competitors of our major retailers that do not offer or sell our products; • store closures, decreased foot traffic, recession or other adverse effects resulting from public health crises such as the COVID-19 pandemic (or other future pandemics or epidemics); or • general failure or bankruptcy of any of our major retailers.
We may make fewer sales to our retailers for a variety of reasons, including, but not limited to: • failure to accurately identify the needs of our retailers; • a lack of acceptance of new products, consumables, accessories, or services; • failure to obtain shelf space or prominent digital placement from our retailers; • loss of business relationships, including due to brand or reputational harm; • breaches of contracts with retailers, or our failure to enter into or renew our contracts or purchase orders with major retailers; 15 Table of Contents • consolidation within the retail industry among retailers and retail chains; • reduced, delayed, or material changes to the business requirements or operations of our retailers; • failure to fulfil orders from our retailers in full or on a timely basis; • strikes or other work stoppages affecting sales and inventory of our major retailers; • increasing competition by our competitors or the competitors of our major retailers that do not offer or sell our products; • store closures, decreased foot traffic, recession, or other adverse effects resulting from public health crises; or • general failure or bankruptcy of any of our major retailers.
Part of our growth strategy involves increasing our DTC sales through our website and Traeger app. However, we have limited operating and compliance experience executing the retail component of this strategy, and our competitors may have a greater online presence and a more developed e-commerce platform than us.
Part of our growth strategy involves increasing our DTC sales through our website and Traeger app. However, we have limited operating and compliance experience executing the retail component of this strategy, and our competitors may have a 19 Table of Contents greater online presence and a more developed e-commerce platform than us.
The level of customer traffic and volume of 19 Table of Contents customer purchases through our websites or other e-commerce initiatives are substantially dependent on our ability to provide a content-rich and user-friendly website, a hassle-free customer experience, sufficient product availability, and reliable, timely delivery of our products.
The level of customer traffic and volume of customer purchases through our websites or other e-commerce initiatives are substantially dependent on our ability to provide a content-rich and user-friendly website, a hassle-free customer experience, sufficient product availability, and reliable, timely delivery of our products.
It is also possible that a union seeking to organize one subset of our employee population, such as the employees in our manufacturing facility, could also mount a 24 Table of Contents corporate campaign, resulting in negative publicity or other actions that require attention by our management team and our employees.
It is also possible that a union seeking to organize one subset of our employee population, such as the employees in our manufacturing facility, could also mount a corporate campaign, resulting in negative publicity or other actions that require attention by our management team and our employees.
Climate change may impact the frequency or intensity of certain catastrophic events, as well as contribute to chronic changes in the physical environment (such as rising sea levels or changes in ambient temperature or precipitation patterns) which may disrupt our operations or those of our suppliers, require us to incur additional operating or capital expenditures, adversely affect the cost or availability of insurance, or otherwise adversely impact our business, financial condition, or results of operations.
Climate change or other environmental or social pressures may impact the frequency or intensity of certain catastrophic events, as well as contribute to chronic changes in the physical environment (such as rising sea levels or changes in ambient temperature or precipitation patterns) which may disrupt our operations or those of our suppliers, require us to incur additional operating or capital expenditures, adversely affect the cost or availability of insurance, or otherwise adversely impact our business, financial condition, or results of operations.
Unfavorable ESG ratings could result in negative investor or other stakeholder sentiment, which may have a negative impact on our business, whether from a reputational perspective, through a reduction in interest in purchasing our stock or products, issues in attracting/retaining employees, customers and business partners, or otherwise.
Unfavorable ESG ratings or other negative perceptions of our ESG profile could result in negative investor or other stakeholder sentiment, which may have a negative impact on our business, whether from a reputational perspective, through a reduction in interest in purchasing our stock or products, issues in attracting/retaining employees, customers and business partners, or otherwise.
Factors that could affect our ability to accurately forecast demand for our products include: (a) an increase or decrease in demand for our products; (b) our failure to accurately forecast customer acceptance for our new products; (c) product introductions by competitors; (d) unanticipated changes in general market conditions or other factors, which may result in cancellations of orders or a reduction or increase in the rate of reorders or at-once orders placed by retailers; (e) the impact of unseasonable weather conditions; (f) weakening of economic conditions or consumer confidence in future economic conditions, which could reduce demand for discretionary items, such as our products; and (g) terrorism or acts of war, or the threat thereof, or political or labor instability or unrest, riots, public health crises such as the COVID-19 pandemic (or other future pandemics or epidemics), which could adversely affect consumer confidence and spending or interrupt production and distribution of product and raw materials.
Factors that could affect our ability to accurately forecast demand for our products include: (a) an increase or decrease in demand for our products; (b) our failure to accurately forecast customer acceptance for our new products; (c) product introductions by competitors; (d) unanticipated changes in general market conditions or other factors, which may result in cancellations of orders or a reduction or increase in the rate of reorders or at-once orders placed by retailers; (e) the impact of unseasonable weather conditions; (f) weakening of economic conditions or consumer confidence in future economic conditions, which could reduce demand for discretionary items, such as our products; and (g) terrorism or acts of war, or the threat thereof, political or labor instability or unrest, riots, public health crises, and trade wars, which could adversely affect consumer confidence and spending or interrupt production and distribution of product and raw materials.
Our reliance on suppliers and manufacturers in foreign markets creates risks inherent in doing business in foreign jurisdictions, including: (a) the burdens of complying with a variety of foreign laws and regulations, including trade and labor restrictions and laws relating to the importation and taxation of goods; (b) changes in the U.S. or international regulations requiring the enactment of more restrictive environmental regulations in markets where we manufacture our products, including China, Vietnam, and/or Taiwan; (c) weaker protection for intellectual property and other legal rights than in the United States, and practical difficulties in enforcing intellectual property and other rights outside of the United States; (d) compliance with U.S. and foreign laws relating to foreign operations and business activities, including the FCPA and the UK Bribery Act (which generally prohibit U.S. companies from making improper payments to foreign officials for the purpose of obtaining or retaining business), regulations of the U.S.
Our reliance on suppliers and manufacturers in foreign markets creates risks inherent in doing business in foreign jurisdictions, including: (a) the burdens of complying with a variety of foreign laws and regulations, including trade and labor restrictions and laws relating to the importation and taxation of goods; (b) changes in the U.S. or international regulations requiring the enactment of more restrictive environmental regulations in markets where we manufacture our products, including China, Vietnam, and/or Taiwan; (c) weaker protection for intellectual property and other legal rights than in the United States, and practical difficulties in enforcing intellectual property and other rights outside of the United States; (d) compliance with U.S. and foreign laws relating to foreign operations and business activities, including the FCPA and the UK Bribery Act (which generally prohibit U.S. companies from making improper payments to govern officials and private counterparties for the purpose of obtaining or retaining business or securing an unfair business advantage) and regulations of the U.S.
Office of Foreign Assets Control ("OFAC") (which generally restrict U.S. companies from operating in certain countries, or maintaining business relationships with certain restricted parties), U.S. anti-money laundering regulations, and similar laws that prohibit engaging in other corrupt and illegal practices; (e) economic and political instability and acts of terrorism in the countries where our suppliers are located; (f) public health crises, such as pandemics and epidemics, in the countries where our suppliers and manufacturers are located; (g) transportation interruptions or increases in transportation costs; and (h) the imposition of tariffs or non-tariff barriers on components and products that we import into the United States or other markets.
Office of Foreign Assets Control (“OFAC”) (which generally restrict U.S. companies from operating in certain countries, or maintaining business relationships with certain restricted parties) and similar laws that prohibit engaging in other corrupt and illegal practices; (e) economic and political instability and acts of terrorism in the countries where our suppliers are located; (f) public health crises, such as pandemics and epidemics, in the countries where our suppliers and manufacturers are located; (g) transportation interruptions or increases in transportation costs; and (h) the imposition of tariffs or non-tariff barriers on components and products that we import into the United States or other markets.
Our financial statements could fail to reflect adequate reserves to cover such a contingency. 32 Table of Contents Changes in tax laws or regulations in the various tax jurisdictions we are subject to that are applied adversely to us or our customers could increase the costs of our products and harm our business.
Our financial statements could fail to reflect adequate reserves to cover such a contingency. Changes in tax laws or regulations in the various tax jurisdictions we are subject to that are applied adversely to us or our customers could increase the costs of our products and harm our business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program. The Committee receives regular reports from management on our cybersecurity risks.
Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management program. The Audit Committee receives regular reports from management on our cybersecurity risks.
Our management team, including the Executive Vice President of Technology and Vice President of Infrastructure and Architecture, are responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Our management team, including the Executive Vice President of Technology and Vice President of IT Infrastructure and Architecture, are responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Our cybersecurity risk management program includes: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; • a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; • cybersecurity awareness training of our employees, incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and 49 Table of Contents • a third-party risk management process for service providers, suppliers, and vendors.
Key elements of our cybersecurity risk management program include: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; • a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security controls; • cybersecurity awareness training of our employees, incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for service providers, suppliers, and vendors.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have 48 Table of Contents materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
Item 1C. Cybersecurity. We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan. We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework ("NIST CSF").
Item 1C. Cybersecurity. We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan. We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”).
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Our management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public, or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our IT environment.
In addition, management updates the Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on our cyber risk management program.
In addition, management updates the Audit Committee, where it deems appropriate, regarding any cybersecurity incidents it considers to be significant. The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on our cyber risk management program.
Added
Our Executive Vice President of Technology and Vice President of IT Infrastructure and Architecture have extensive experience in the management of cybersecurity risk management programs, having each served in various leadership roles in information technology and information security for over 10 years.
Added
We also have experienced data security, risk, and compliance professionals reporting to our Executive Vice President of Technology and Vice President of IT Infrastructure and Architecture. In addition to our in-house cybersecurity capabilities, we also engage with external assessors, consultants, auditors, or other third parties to assist with assessing, identifying, and managing cybersecurity risks.

Item 2. Properties

Properties — owned and leased real estate

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Item 2. Properties. On December 2023, the Company moved into our new headquarters located in Salt Lake City, Utah, where we lease approximately 94,000 square feet of space under a lease that expires in 2037. Our headquarters are used for accounting and finance, sales and marketing, customer support, product development and supply chain management functions.
Item 2. Properties. In December 2023, the Company moved into our new headquarters located in Salt Lake City, Utah, where we lease approximately 94,000 square feet of space under a lease that expires in 2037. Our headquarters are used for accounting and finance, sales and marketing, customer support, product development, and supply chain management functions.
The table below provides an overview of our wood pellet production facilities as of December 31, 2023.
The table below provides an overview of our wood pellet production facilities as of December 31, 2024.
(2) Average headcount for the fiscal year ended December 31, 2023. 50 Table of Contents
(2) Average headcount for the fiscal year ended December 31, 2024. 49 Table of Contents
Addison, NY Molalla, OR Sweet Home, OR Menlo, GA Jasper, TX Raw Material Storage (sq. ft.) 5,000 12,000 6,500 n/a 8,000 Manufacturing Size (sq. ft.) 3,750 5,280 4,800 6,000 8,400 Warehousing Size (sq. ft.) 36,000 12,800 39,000 47,000 34,000 Average Production (tons of wood pellets per year) (1) 18,244 12,820 17,090 23,274 15,520 Maximum Production (tons of wood pellets per year) 54,338 19,924 19,924 39,848 19,924 Ownership Owned Leased Leased Leased Leased Lease End — 2027 2029 2026 2035 Average Headcount (2) 17 10 14 16 11 (1) Based on actual production for the fiscal year ended December 31, 2023.
Addison, NY Molalla, OR Sweet Home, OR Menlo, GA Jasper, TX Raw Material Storage (sq. ft.) 5,000 12,000 6,500 5,400 8,000 Manufacturing Size (sq. ft.) 3,750 5,280 4,800 6,000 8,400 Warehousing Size (sq. ft.) 64,500 12,800 33,800 47,000 34,000 Average Production (tons of wood pellets per year) (1) 24,800 12,568 25,924 24,541 15,654 Maximum Production (tons of wood pellets per year) 54,338 19,924 59,772 39,848 19,924 Ownership Owned Leased Leased Leased Leased Lease End — 2027 2029 2026 2035 Average Headcount (2) 20 10 13 15 11 (1) Based on actual production for the fiscal year ended December 31, 2024.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Item 3. 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. Item 4.
Item 3. 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.
Removed
Mine Safety Disclosures. Not applicable. 51 Table of Contents PART II
Added
For more information, see Note 14 – Commitments and Contingencies to the consolidated financial statements included in the accompanying notes to the consolidated financial statements. Item 4. Mine Safety Disclosures. Not applicable. 50 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors, subject to compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness.
Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our Board, subject to compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness.
Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability and other factors that our board of directors may deem relevant. Recent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer or Affiliated Purchaser None.
Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability, and other factors that our Board may deem relevant. Recent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer or Affiliated Purchaser None. Item 6. [Reserved]. 51 Table of Contents
Holders As of March 1, 2024, there were 21 holders of record of our common stock.
Holders As of March 3, 2025, there were 20 holders of record of our common stock.
Removed
Performance Graph The following graph and table illustrate the total return from July 29, 2021 through December 31, 2023, for (i) our common stock, (ii) the Standard and Poor's SmallCap 600 Stock Index ("S&P 600 Index") and (iii) the Standard and Poor's SmallCap 600 Consumer Discretionary Index.
Removed
The graph and the table assume that $100 was invested on July 29, 2021 in each of our common stock, the S&P 600 Index, and Standard and Poor's SmallCap 600 Consumer Discretionary Index, and that any dividends were reinvested.
Removed
The comparisons reflected in the graph and table are not intended to forecast the future performance of our stock and may not be indicative of our future performance. Comparison of Cumulative Total Return Since July 29, 2021 Assumes Initial Investment of $100 52 Table of Contents Item 6. [Reserved]. 53 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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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.
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, information and technology services, and insurance.
First Lien Credit Agreement The First Lien Credit Facility 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.
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 Company estimated the reporting unit's fair value under the income approach, which utilizes a discounted cash flow model, and the market approach, which utilizes the guideline company model. The income approach used the reporting unit's projections of estimated operating results and cash flows that were discounted using a market participant discount rate based on the weighted-average cost of capital.
We estimated the reporting unit's fair value under the income approach, which utilizes a discounted cash flow model, and the market approach, which utilizes the guideline company model. The income approach used the reporting unit's projections of estimated operating results and cash flows that were discounted using a market participant discount rate based on the weighted-average cost of capital.
We also 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.
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.
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.
Cost of revenue consists of product costs, including the costs of products from our third-party manufacturers, costs of components, 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 connected products, depreciation of tooling and manufacturing equipment, amortization of internal use software and patented technology, and certain employee-related expenses.
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.
Our grills are currently manufactured in China and Vietnam, our wood pellets are produced at facilities located in New York, Oregon, Georgia, Virginia, Texas, and Poland, and our MEATER smart thermometer accessories are currently manufactured in Taiwan.
This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" and in other parts of this Annual Report on Form 10-K.
This discussion contains forward-looking statements based upon current plans, expectations, and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “ Risk Factors” and in other parts of this Annual Report on Form 10-K.
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.
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 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.
We derive substantially all of our revenue from the sale of grills, consumables, and accessories as well as associated shipping charges billed to customers.
Revenue Recognition We derive substantially all of our revenue from the sale of grills, consumables, and accessories as well as associated shipping charges billed to customers.
Under the market approach, the Company uses the guideline company method to develop valuation multiples and compare the single reporting unit to similar publicly traded companies.
Under the market approach, we uses the guideline company method to develop valuation multiples and compare the single reporting unit to similar publicly traded companies.
The primary indicators of impairment were attributable to the adverse impacts from the macroeconomic conditions such as inflationary pressures and supply chain disruption, unfavorable demand, and the sustained decreases in the Company’s publicly quoted share price and market capitalization. As a result of these factors, the Company's operating results were lower than expected.
The primary indicators of impairment were attributable to the adverse impacts from the macroeconomic conditions such as inflationary pressures and supply chain disruption, unfavorable demand, and the sustained decreases in our publicly quoted share price and market capitalization. As a result of these factors, our operating results were lower than expected.
Other income (expense), net also consists of any realized and unrealized gains (losses) from our interest rate swap derivative contract subsequent to the dedesignation of the swap contract as 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.
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.
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").
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”).
However, the Company did identify indicators of goodwill impairment for the single reporting unit and concluded that a triggering event had occurred which required an interim goodwill impairment assessment during the second and third quarters of fiscal year 2022.
However, we did identify indicators of goodwill impairment for the single reporting unit and concluded that a triggering event had occurred which required an interim goodwill impairment assessment during the second and third quarters of fiscal year 2022.
We are currently amortizing acquired intangible assets, including customer relationships, distributor relationships, non-compete arrangements, business trademarks, technology and other intangible assets over periods ranging between 2.5 years and 25 years. These assets were recognized in the purchase price allocation when we underwent a corporate restructuring and acquisition in 2017, as well as when we acquired Apption Labs in July 2021.
We are currently amortizing acquired intangible assets, including customer relationships, distributor relationships, business trademarks, technology, and other intangible assets over periods ranging between 2.5 years and 25 years. These assets were recognized in the purchase price allocation when we underwent a corporate restructuring and acquisition in 2017, as well as when we acquired Apption Labs in July 2021.
As a result of this analysis, the Company concluded there were no events or changes in circumstances which indicated that the carrying value of its long-lived assets may not be recoverable.
As a result of this analysis, we concluded there were no events or changes in circumstances which indicated that the carrying value of its long-lived assets may not be recoverable.
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, we believe there can be certain seasonal fluctuations in our revenue.
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 are seasonal fluctuations in our revenue.
Substantially all of our goodwill was recognized in the purchase price allocations when our Company was acquired in 2017 and when Apption Labs was acquired in July 2021, with smaller incremental amounts recognized in subsequent business combinations.
Substantially all of the our goodwill was recognized in the purchase price allocations when the Company was acquired in 2017 and when Apption Labs was acquired in July 2021, with smaller incremental amounts recognized in other business combinations.
The performance obligation for most of our sales transactions are 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.
The performance obligation for most of our sales transactions are considered complete 61 Table of Contents 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 for point-of-sale transactions.
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 65 Table of Contents revenue at the time of recognition or when circumstances change resulting in a change in estimated returns.
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.
A discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021 has been reported previously in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 16, 2023, under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations." 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.
A discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022 has been reported previously in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 8, 2024, under the heading “ Management's Discussion and Analysis of Financial Condition and Results of Operations.” 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.
"Risk Factors" of this Annual Report on Form 10-K. Macroeconomic Conditions Continuing global economic uncertainty, terrorism and conflicts, political conditions and fiscal challenges in the United States and abroad could result in adverse macroeconomic conditions, including inflation, slower growth or recession.
“ Risk Factors” of this Annual Report on Form 10-K. Macroeconomic Conditions Continuing global economic uncertainty, terrorism and conflicts, political conditions, and fiscal challenges in the United States and abroad could result in adverse macroeconomic conditions, including inflation, slower growth, or recession.
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. 57 Table of Contents Results of Operations The following tables summarize key components of our results of operations for the periods presented (dollars in thousands).
Dollar and the foreign currency contracts that we use to manage our exposure to foreign currency exchange rate risk related to our purchases and international operations. 55 Table of Contents Results of Operations The following tables summarize key components of our results of operations for the periods presented (dollars in thousands).
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.
The majority 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.
Higher sales also coincide with social events and national holidays, which occur during the same warm weather timeframe. Additionally, we have 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.
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 53 Table of Contents Gross profit reflects revenue less cost of revenue.
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.
We currently offer eight series of grills – Woodridge, Ironwood, Timberline, Pro (with and without WiFIRE), and Flatrock – as well as a selection of smaller, portable grills within our Portable 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.
As of December 31, 2023, we had no outstanding loan amounts under the Revolving Credit Facility.
As of December 31, 2024, we had no outstanding loan amounts under the Revolving Credit Facility.
For the annual impairment tests conducted in the fourth quarters of 2023 and 2022, the Company performed qualitative assessments of goodwill and determined that it was more likely than not that the fair value of goodwill was greater than its carrying value.
For the annual impairment tests conducted in the fourth quarters of 2024 and 2023, we performed qualitative assessments of goodwill and determined that it was more likely than not that the fair value of goodwill was greater than its carrying value.
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.
In addition, when we exceed the Covenant Trigger Amount (as defined in the First Lien Credit Agreement), we are subject to a financial covenant whereby we are required to maintain a Maximum First Lien Net Leverage Ratio (as defined in the First Lien Credit Agreement) not to exceed 6.20 to 1.00.
See Note 12 – Notes Payable to the accompanying consolidated financial statements for additional information regarding our Credit Facilities. We have various lease agreements related to office space, warehouses, vehicles, and office equipment that expire at various dates through 2037. As of December 31, 2023, the future minimum rental payments under non-cancelable operating leases was $50.9 million.
See Note 12 – Notes Payable to the accompanying consolidated financial statements for additional information regarding our Credit Facilities. We have various lease agreements related to office space, warehouses, vehicles, and office equipment that expire at various dates through 2037. As of December 31, 2024, the future minimum rental payments under non-cancelable operating leases were $46.4 million.
We recorded a net loss of $84.4 million for the year ended December 31, 2023, compared to a net loss of $382.1 million for the year ended December 31, 2022. 54 Table of Contents Key Factors Affecting Our Financial Condition and Results of Operation 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.
We recorded a net loss of $34.0 million for the year ended December 31, 2024, compared to a net loss of $84.4 million for the year ended December 31, 2023. 52 Table of Contents 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.
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.
Additionally, any new products that we develop, or external factors beyond our control, such as duties and tariffs and costs of doing business in certain geographies, may also impact gross margin.
Future changes in the judgments, assumptions and estimates that are used in the impairment testing for goodwill could result in significantly different estimates of fair value. The Company conducts annual goodwill impairment tests in the fourth quarter of each fiscal year or whenever an indicator of impairment exist.
Future changes in the judgments, assumptions, and estimates that are used in the impairment testing for goodwill could result in significantly different estimates of fair value. We conduct annual goodwill impairment tests in the fourth quarter of each fiscal year or whenever an indicator of impairment exists.
As of December 31, 2023, we had cash and cash equivalents of $29.9 million, $125.0 million borrowing capacity under our Revolving Credit Facility (as defined below) and up to $30.0 million borrowing capacity under our Receivables Financing Agreement (as defined below).
As of December 31, 2024, we had cash and cash equivalents of $15.0 million, $125.0 million borrowing capacity under our Revolving Credit Facility (as defined below), and up to $30.0 million borrowing capacity under our Receivables Financing Agreement (as defined below).
In addition, we recognize forfeitures as they occur, however, when an award is forfeited prior to the vesting date, we 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 provided.
In addition, when an award is forfeited prior to the vesting date, we 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 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").
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”).
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.
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.
As a percentage of revenue, general and administrative expense decreased to 21.4% for the year ended December 31, 2023 from 25.4% for the year ended December 31, 2022.
As a percentage of revenue, general and administrative expense decreased to 18.8% for the year ended December 31, 2024 from 21.4% for the year ended December 31, 2023.
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.
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.
As of December 31, 2023, we had no outstanding loan amounts under the Revolving Credit Facility and had drawn down $28.4 million under the Receivables Financing Agreement. As of December 31, 2023, the total principal amount outstanding under our First Lien Term Loan Facility (as defined below) was $403.8 million.
As of December 31, 2024, we had no outstanding loan amounts under the Revolving Credit Facility and had drawn down $5.0 million under the Receivables Financing Agreement. As of December 31, 2024, the total principal amount outstanding under our First Lien Term Loan Facility (as defined below) was $403.6 million.
Gross profit as a percentage of revenue increased to 36.9% for the year ended December 31, 2023 from 34.9% for the year ended December 31, 2022.
Gross profit as a percentage of revenue increased to 42.3% for the year ended December 31, 2024 from 36.9% for the year ended December 31, 2023.
As a result of these actions, the Company expects cost savings to improve operating results in the long-term, but given the uncertainty of the current macroeconomic environment, there can be no assurance regarding the outcome of our continuing efforts to help mitigate the effects of these conditions on our business.
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, including as a result of tariffs, there can be no assurance regarding the outcome of our continuing efforts to help mitigate the effects of these conditions on our business.
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. We were in compliance with the covenants under the Receivables Financing Agreement as of December 31, 2023.
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.
As of December 31, 2023, we were in compliance with the covenants under the New Credit Facilities. Accounts Receivable Credit Facility On November 2, 2020, we entered into a receivables financing agreement, as amended, or the Receivables Financing Agreement. Pursuant to the Receivables Financing Agreement, we participate in a trade receivables securitization program administered by MUFG Bank Ltd.
As of December 31, 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.
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 business in 2017, as well as the July 2021 acquisition of Apption Labs.
Amortization of Intangible Assets Amortization of intangible assets primarily consists of amortization of identified finite-lived customer relationships, distributor relationships, 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 pursuant to the share purchase agreement (the “ Share Purchase Agreement”).
Change in Fair Value of Contingent Consideration Year-ended December 31, Change 2023 2022 Amount % (dollars in thousands) Change in fair value of contingent consideration $ 4,698 $ 10,002 $ (5,304) (53.0) % As a percentage of revenue 0.8 % 1.5 % Change in fair value of contingent consideration, attributable to the revalued earn out obligation associated with the Apption Labs business combination, decreased by $5.3 million, or 53.0%, to $4.7 million for the year ended December 31, 2023 compared to $10.0 million for the year ended December 31, 2022.
Change in Fair Value of Contingent Consideration Year-ended December 31, Change 2024 2023 Amount % (dollars in thousands) Change in fair value of contingent consideration $ — $ 4,698 $ (4,698) (100.0) % As a percentage of revenue — % 0.8 % Change in fair value of contingent consideration, attributable to the revalued earn out obligation associated with the Apption Labs business combination, decreased by $4.7 million for the year ended December 31, 2024 as compared to the prior year period.
Contractual Obligations As of December 31, 2023, significant contractual obligations related to debt were $403.8 million of principal borrowings and $158.0 million of related interest, which will become due on the maturity date of June 29, 2028. Projected interest costs on variable rate instruments were calculated using market rates at December 31, 2023.
Contractual Obligations As of December 31, 2024, significant contractual obligations related to debt were $403.6 million of principal borrowings and $111.4 million of related interest, which principal borrowings will become due on the maturity date of June 29, 2028. Projected interest costs on variable rate instruments are based on market rates as of December 31, 2024.
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.
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.
Upon an event of default, 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 any entities above TGPX Holdings II LLC, including Traeger, Inc.
The assets of Traeger SPE LLC (the “ SPE”) , 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.
At each reporting date, we revalue the contingent consideration obligation to its fair value and records increases and decreases in fair value within the change in fair value of contingent consideration in our accompanying consolidated statements of operations and comprehensive loss.
Prior to the final payment we would revalue the contingent consideration obligation to its fair value and record increases and decreases in fair value within the change in fair value of contingent consideration in our accompanying consolidated statements of operations and comprehensive loss.
Our revenue decreased by 7.6% for the year ended December 31, 2023 as compared to the year ended December 31, 2022, and was $605.9 million for the year ended December 31, 2023, down from $655.9 million for the year ended December 31, 2022.
Our revenue decreased by 0.3% for the year ended December 31, 2024 as compared to the year ended December 31, 2023, and was $604.1 million for the year ended December 31, 2024, down from $605.9 million for the year ended December 31, 2023.
If we elect to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that carrying value exceeds its fair value, we perform a quantitative goodwill impairment test. Under the quantitative goodwill impairment test, if our reporting unit’s carrying amount exceeds its fair value, we will record an impairment charge based on that difference.
If we elect to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that carrying value exceeds its fair value, we perform a quantitative goodwill impairment test.
The First Lien Term Loan Facility requires quarterly 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.
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 December 31, 2024, the total principal amount outstanding on the First Lien Term Loan Facility was $403.6 million.
See Note 4 – Leases to the accompanying consolidated financial statements for additional information regarding our non-cancellable operating leases. 64 Table of Contents We also have purchase obligations consisting of agreements to purchase goods and services entered into in the ordinary course of business.
See Note 4 – Leases to the accompanying consolidated financial statements for additional information regarding our non-cancellable operating leases. We also have purchase obligations consisting of agreements to purchase goods and services entered into in the ordinary course of business. As of December 31, 2024, the future minimum value of our non-cancellable unconditional purchase obligations was $7.3 million.
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.
Future business acquisitions may result in incremental amortization of intangible assets acquired in any such transactions. 54 Table of Contents 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.
We have funded our operations through cash flows from operating activities, cash on hand, and borrowings under our credit facilities and receivables financing agreement. Market conditions can impact the viability of these institutions.
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. Market conditions can impact the viability of these institutions.
Gross Profit Year-ended December 31, Change 2023 2022 Amount % (dollars in thousands) Gross profit $ 223,557 $ 228,772 $ (5,215) (2.3) % Gross margin (Gross profit as a percentage of revenue) 36.9 % 34.9 % Gross profit decreased by $5.2 million, or 2.3%, to $223.6 million for the year ended December 31, 2023 compared to $228.8 million for the year ended December 31, 2022.
Gross Profit Year-ended December 31, Change 2024 2023 Amount % (dollars in thousands) Gross profit $ 255,469 $ 223,557 $ 31,912 14.3 % Gross margin (Gross profit as a percentage of revenue) 42.3 % 36.9 % Gross profit increased by $31.9 million, or 14.3%, to $255.5 million for the year ended December 31, 2024 compared to $223.6 million for the year ended December 31, 2023.
As of December 31, 2023, the future minimum value of our non-cancellable unconditional purchase obligations was $6.7 million. See Note 14 – Commitments and Contingencies to the accompanying consolidated financial statements for additional information regarding our purchase obligations. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP.
See Note 14 – Commitments and Contingencies to the accompanying consolidated financial statements for additional information regarding our purchase obligations. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of our financial statements in conformity with U.S.
Significant negative industry or economic trends, disruptions to our businesses, significant unexpected or planned changes in use of the assets, divestitures and market capitalization declines may result in additional impairments to goodwill and other long-lived assets.
Significant negative industry or economic trends, disruptions to our businesses, significant unexpected or planned changes in use of the assets, divestitures, and market capitalization declines may result in additional impairments to goodwill and other long-lived assets. Stock-Based Compensation We award stock-based compensation to employees, directors and executives under the Traeger, Inc. 2021 Incentive Award Plan (the “2021 Plan”).
We measure compensation expense for time-based restricted stock unit ("RSU") awards on a straight-line basis over the vesting schedule and for the performance-based RSU and restricted share awards we measure compensation expense on an accelerated attribution basis over the requisite service period.
We recognize compensation expense for time-based restricted stock units (“RSUs”) on a straight-line basis over the vesting schedule. For the performance-based restricted units and shares, the compensation expense is recognized on an accelerated basis over the tranche’s requisite service period.
As a percentage of revenue, sales and marketing expense decreased to 17.9% for the year ended December 31, 2023 from 19.9% for the year ended December 31, 2022. The decrease in sales and marketing expense was driven primarily by a decrease in advertising costs, travel related expenses, commissions and other employee expenses, and professional fees.
As a percentage of revenue, sales and marketing expense increased to 18.2% for the year ended December 31, 2024 from 17.9% for the year ended December 31, 2023. The increase in sales and marketing expense was driven primarily by an increase in employee costs, travel related expenses, partially offset by lower advertising expenses.
Through this arrangement, we have secured short-term capital requirements financing using outstanding accounts receivable balances as collateral, which have been contributed by us to a wholly owned subsidiary, Traeger SPE LLC.
Through this arrangement, we have secured short-term capital requirements financing using outstanding accounts receivables balances as collateral, which have been contributed by us to a wholly owned subsidiary, the SPE. While we provide operational services to the SPE, the receivables are owned by the SPE once contributed 60 Table of Contents to it by us.
Following completion of our IPO in July 2021, 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 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.
This decrease was driven primarily by lower unit sales for grills and consumables, partially offset by higher sales of MEATER smart thermometers. Revenue from our grills decreased by $56.1 million, or 15.8%, to $299.3 million for the year ended December 31, 2023 compared to $355.4 million for the year ended December 31, 2022.
This decrease was driven primarily by lower sales from our accessories, partially offset by higher sales from our grill and consumables. Revenue from our grills increased by $25.4 million, or 8.5%, to $324.7 million for the year ended December 31, 2024 compared to $299.3 million for the year ended December 31, 2023.
General and Administrative Year-ended December 31, Change 2023 2022 Amount % (dollars in thousands) General and administrative $ 129,800 $ 166,824 $ (37,024) (22.2) % As a percentage of revenue 21.4 % 25.4 % General and administrative expense decreased by $37.0 million, or 22.2%, to $129.8 million for the year ended December 31, 2023 compared to $166.8 million for the year ended December 31, 2022.
General and Administrative Year-ended December 31, Change 2024 2023 Amount % (dollars in thousands) General and administrative $ 113,483 $ 129,800 $ (16,317) (12.6) % As a percentage of revenue 18.8 % 21.4 % General and administrative expense decreased by $16.3 million, or 12.6%, to $113.5 million for the year ended December 31, 2024 compared to $129.8 million for the year ended December 31, 2023.
During 2022, as a result of sustained decreases in the Company’s publicly quoted share price, market capitalization and lower than expected operating results, the Company conducted an interim impairment analysis of its goodwill and long-lived 66 Table of Contents assets.
Therefore, the quantitative impairment test was not performed and no impairment of goodwill was recorded in connection with the annual impairment tests. During 2022, as a result of sustained decreases in our publicly quoted share price, market capitalization, and lower than expected operating results, we conducted an interim impairment analysis of its goodwill and long-lived assets.
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 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.
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 our direct import program grows or its sales outpace those of our core retail channels, and if we are able to realize greater economies of scale and freight cost savings, 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.
Therefore the quantitative impairment test was not performed and no impairment of goodwill was recorded in connection with the annual impairment tests. Restructuring Costs The Board approved the 2022 restructuring plan as part of its efforts to reduce our costs and drive long-term operational efficiencies due to challenging macroeconomic pressures.
Restructuring Costs The Board approved the 2022 restructuring plan as part of its efforts to reduce our costs and drive long-term operational efficiencies due to challenging macroeconomic pressures.
Sales and Marketing Year-ended December 31, Change 2023 2022 Amount % (dollars in thousands) Sales and marketing $ 108,727 $ 130,688 $ (21,961) (16.8) % As a percentage of revenue 17.9 % 19.9 % Sales and marketing expense decreased by $22.0 million, or 16.8%, to $108.7 million for the year ended December 31, 2023 compared to $130.7 million for the year ended December 31, 2022.
Sales and Marketing 57 Table of Contents Year-ended December 31, Change 2024 2023 Amount % (dollars in thousands) Sales and marketing $ 109,656 $ 108,727 $ 929 0.9 % As a percentage of revenue 18.2 % 17.9 % Sales and marketing expense increased by $0.9 million, or 0.9%, to $109.7 million for the year ended December 31, 2024 compared to $108.7 million for the year ended December 31, 2023.
The facility was set to terminate on June 29, 2024. 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.
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.
Revenue from our accessories increased by $22.5 million, or 13.3%, to $191.6 million for the year ended December 31, 2023 compared to $169.1 million for the year ended December 31, 2022. This increase was driven primarily by higher sales of MEATER smart thermometers.
Revenue from our accessories decreased by $31.6 million, or 16.5%, to $160.1 million for the year ended December 31, 2024 compared to $191.6 million for the year ended December 31, 2023. This decrease was driven primarily by lower sales of MEATER smart thermometers and high single-digit reduction in sales of Traeger-branded accessories.
Total Other Expense 60 Table of Contents Year-ended December 31, Change 2023 2022 Amount % (dollars in thousands) Interest expense $ (31,275) $ (27,885) $ 3,390 12.2 % Other income (expense) 4,305 (7,127) (11,432) (160.4) % Total other expense $ (26,970) $ (35,012) $ (8,042) (23.0) % As a percentage of revenue (4.5) % (5.3) % Total other expense decreased by $8.0 million, or 23.0%, to $27.0 million for the year ended December 31, 2023 compared to $35.0 million for the year ended December 31, 2022.
Total Other Expense Year-ended December 31, Change 2024 2023 Amount % (dollars in thousands) Interest expense $ (33,500) $ (31,275) $ 2,225 7.1 % Other income, net 480 4,305 (3,825) (88.9) % Total other expense $ (33,020) $ (26,970) $ 6,050 22.4 % As a percentage of revenue (5.5) % (4.5) % 58 Table of Contents Total other expense increased by $6.1 million, or 22.4%, to $33.0 million for the year ended December 31, 2024 compared to $27.0 million for the year ended December 31, 2023.
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.
“Risk Factors – United States trade policies that restrict imports or increase import tariffs may have a material adverse effect on our business. ” 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.
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 55 Table of Contents generally higher than gross margin on sales through our retail channel.
We calculate gross margin as gross profit divided by revenue. Several factors can impact gross margin, particularly sales channel mix and product mix. For instance, gross margin on sales through our direct import program with certain retail partners is generally higher than that of our core retail channels.
Cash Flows The following table sets forth cash flow data for the periods indicated therein (in thousands): Year-ended December 31, 2023 2022 Net cash provided by operating activities $ 64,042 $ 5,094 Net cash used in investing activities (17,378) (18,904) Net cash provided by (used in) financing activities (68,298) 48,625 Net increase (decrease) in cash, cash equivalents, and restricted cash $ (21,634) $ 34,815 Cash Flow from Operating Activities During the year ended December 31, 2023, net cash provided by operating activities consisted of a net loss of $84.4 million and net non-cash adjustments to net loss of $111.3 million, partially offset by net changes in operating assets and liabilities of $37.2 million.
Cash Flows The following table sets forth cash flow data for the periods indicated therein (in thousands): Year-ended December 31, 2024 2023 Net cash provided by operating activities $ 23,888 $ 64,042 Net cash used in investing activities (12,331) (17,378) Net cash used in financing activities (26,497) (68,298) Net decrease in cash, cash equivalents, and restricted cash $ (14,940) $ (21,634) 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 cash flows used are consistent with those the Company uses in its internal planning, which reflects actual business trends experienced and our long-term business strategy. Under the market approach, we use the guideline company method to develop valuation multiples and compare our reporting unit to similar publicly traded companies.
Under the income approach, we project the future cash flows and discounts these cash flows to reflect their relative risk. The cash flows used are consistent with those we use in our internal planning, which reflects actual business trends experienced and our long-term business strategy.
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.
However, as we continue to manage our investments to support our growth and develop new and enhance existing products, we expect to leverage these expenses over time as we grow our revenue.
Lower unit volume was driven by retail destocking in the first half of fiscal year 2023 and the decrease in average selling price was primarily due to a pricing change with certain retailers as part of our direct import program and strategic pricing actions on select grills. 58 Table of Contents Revenue from our consumables decreased by $16.4 million, or 12.5%, to $114.9 million for the year ended December 31, 2023 compared to $131.3 million for the year ended December 31, 2022.
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 increased by $4.4 million, or 3.8%, to $119.3 million for the year ended December 31, 2024 compared to $114.9 million for the year ended December 31, 2023.
Following completion of our IPO in July 2021, 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). Until June 2023, as describe further below, the floating component was based on the Eurocurrency Base Rate for the relevant interest period.
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).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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While inflation has had a manageable impact our financial position and results of operations to date, a sustained high rate of inflation may have an adverse effect on our gross margin and operating expenses, if the selling prices of our products do not increase with these increased costs. 68 Table of Contents
While inflation has had a manageable impact on our financial position and results of 64 Table of Contents operations to date, a sustained high rate of inflation may have an adverse effect on our gross margin and operating expenses if the selling prices of our products do not increase with these increased costs.
We had outstanding foreign currency contracts as of December 31, 2023 and 2022 but did not elect hedge accounting for any of these contracts.
We had outstanding foreign currency contracts as of December 31, 2024 and 2023 but did not elect hedge accounting for any of these contracts.
Changes in the net fair value of contracts are recorded in other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. At December 31, 2023 and 2022, the net asset and liability fair values of our foreign currency contract positions was $0.1 million and $1.0 million, respectively.
Changes in the net fair value of contracts are recorded in other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss. At December 31, 2024 and 2023, the net liability and asset fair values of our foreign currency contract positions was $2.9 million and $0.1 million, respectively.
Based on the outstanding balance of the 67 Table of Contents New Credit Facilities as of December 31, 2023, for every 100 basis point increase in the interest rates, we would incur approximately $4.0 million of additional annual interest expense.
Based on the outstanding balance of the New Credit Facilities as of December 31, 2024, for every 100 basis point increase in the interest rates, we would incur approximately $4.0 million of additional annual interest expense.
At December 31, 2023, a 10% favorable or unfavorable exchange rate movement in the Chinese Renminbi in our portfolio of foreign currency contracts would have resulted in an incremental unrealized gain of approximately $5.0 million or unrealized loss of approximately $4.1 million, respectively.
At December 31, 2024, a 10% favorable or unfavorable exchange rate movement in the Chinese Renminbi in our portfolio of foreign currency contracts would have resulted in an incremental unrealized gain of approximately $4.2 million or unrealized loss of approximately $8.1 million, respectively.
These foreign currency contract positions resulted in a net loss of $2.0 million and a net gain of $3.9 million for the year ended December 31, 2023 and 2022, respectively.
These foreign currency contract positions resulted in a net loss of $4.0 million and $2.0 million for the year ended December 31, 2024 and 2023, respectively.
We hold cash and cash equivalents for working capital purposes. We do not have material exposure to market risk with respect to investments. We had $403.8 million and $476.1 million of outstanding debt as of December 31, 2023 and 2022, respectively. Certain amounts under our Credit Facilities accrue interest at a floating interest rate.
We do not have material exposure to market risk with respect to investments. We had $403.6 million and $403.8 million of outstanding debt as of December 31, 2024 and 2023, respectively. Certain amounts under our Credit Facilities accrue interest at a floating interest rate.
However, our business can be affected by sustained dramatic movements in steel prices. Inflation Risk We are exposed to inflationary factors such as increases in the costs of our products and overhead costs that may adversely affect our operating results.
Inflation Risk We are exposed to inflationary factors such as increases in the costs of our products and overhead costs that may adversely affect our operating results.
Our market risk exposure is primarily a result of fluctuations in interest rates, foreign currency exchange risk and commodity price risk. We do not hold or issue financial instruments for speculative or trading purposes. Interest Rate Risk We had cash and cash equivalents of $29.9 million and $39.1 million as of December 31, 2023 and 2022, respectively.
We do not hold or issue financial instruments for speculative or trading purposes. 63 Table of Contents Interest Rate Risk We had cash and cash equivalents of $15.0 million and $29.9 million as of December 31, 2024 and 2023, respectively. We hold cash and cash equivalents for working capital purposes.
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Our market risk exposure is primarily a result of fluctuations in interest rates, foreign currency exchange risk, and commodity price risk.
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However, our business can be affected by sustained dramatic movements in steel prices, including as a result of the reinstatement of a 25% tariff on all steel imports under President Trump's executive order in February 2025. The tariff on steel imports will become effective March 12, 2025.

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