MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of operations should be read together with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 (our "Annual Report on Form 10-K"), filed with the Securities and Exchange Commission (the "SEC"), on March 6, 2026. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. As a result of many important factors, such as those set forth in Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K, as updated by Part II, Item 1A. "Risk Factors" of this Quarterly Report on Form 10-Q, and under "Cautionary Note Regarding Forward-Looking Statements," our actual results may differ materially from those anticipated in these forward-looking statements. For convenience of presentation, some of the numbers have been rounded in the text below.
Overview
Traeger is the creator and category leader of the wood pellet grill, an outdoor cooking system that ignites all-natural hardwoods to grill, smoke, bake, roast, braise, and barbecue. Our grills are versatile and easy to use, empowering cooks of all skill sets to create delicious meals with a wood-fired flavor that cannot be replicated with gas, charcoal, or electric grills. Grills are at the core of our platform and are complemented by Traeger wood pellets, rubs, sauces and accessories.
In May 2025, we commenced Project Gravity, a multi-phase strategic optimization plan designed to simplify our operating model, sharpen our channel strategy, and build a structurally more profitable business.
Phase 1 focused on organizational efficiency and foundational cost actions, including a reduction in force and the centralization of our MEATER business into our Salt Lake City infrastructure. Phase 2 was more strategic in nature and focused on channel optimization and resource reallocation to our highest-return opportunities. Key Phase 2 actions included discontinuation of the Costco roadshow program, exit from our direct-to-consumer ("DTC") commerce business by redirecting Traeger.com consumers to retail partners, transition to a distributor model in certain European markets, and pellet mill consolidation. We have executed the majority of these actions, with the European distributor transition continuing through fiscal year 2026.
Taken together, these Phase 1 and Phase 2 actions are expected to deliver approximately $58 million of annualized run-rate savings. We have also identified additional value capture opportunities within Phase 2 around SKU rationalization and pricing - including exiting lower-margin SKUs and simplifying our product architecture - which are expected to drive an incremental $6 million to $12 million of run-rate value, with the majority of that benefit realized in fiscal years 2027 and 2028. In total, Project Gravity is expected to deliver approximately $64 million to $70 million of run-rate savings. We realized approximately $20 million of Project Gravity savings in fiscal year 2025 and estimate that we will realize approximately $30 million of savings in fiscal year 2026, with the remaining benefits expected to be realized in fiscal year 2027 and thereafter.
Our marketing strategy has been instrumental in building our brand and driving customer advocacy and revenue. We have disrupted the outdoor cooking market and created a passionate community, the Traegerhood, which includes foodies, pitmasters, backyard heroes, moms and dads, professional athletes, outdoorsmen and outdoorswomen, and world-class chefs. This community, together with our various marketing initiatives, has helped to promote our brand and products to the wider consumer population and supported our efforts to redefine outdoor cooking as an experience accessible to everyone. We have an active online and social media presence and a content-rich website that drives significant customer engagement and brings our Traegerhood together. We also directly engage with our current and target customers by sponsoring and participating in a variety of events, including live shows, outdoor festivals, rodeos, music and film festivals, barbecue competitions, fishing tournaments, and retailer events. We believe the style and authenticity of our customer engagement reinforces our brand and drives new and existing customer interest in our products and community.
Our revenue is primarily generated through the sale of our wood pellet grills, consumables and accessories. We currently offer ten series of grills - Westwood, Woodridge, Ironwood, Timberline, Pro (with and without WiFIRE), Flatrock, and Irontop - 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. A growing number of our grills feature WiFIRE technology, which allows users to monitor and adjust their grills remotely using our Traeger app. Our consumables include our wood pellets, which are made from natural, virgin hardwood and are available in
a variety of flavors, as well as rubs and sauces. Our accessories include MEATER smart thermometers, P.A.L. Pop-And-Lock accessory rails, grill covers, liners, tools, apparel and other ancillary items.
As part of Project Gravity, we largely exited our Traeger-operated DTC business by redirecting consumers from Traeger.com to our retail partners' websites, aligning our distribution model with our retail-focused strategy. We now sell our grills, consumables and accessories primarily through retail channels, including brick-and-mortar retailers, e-commerce platforms, and multichannel retailers, who, in turn, sell our grills to their end customers. Our retailers include Ace Hardware, Amazon, Costco, The Home Depot, Walmart and Lowes, among others, as well as a significant number of independent retailers that cater to local communities and specific categories, such as hardware, camping, outdoor, farm, ranch, barbecue and other categories.
Over the last several years, we have made significant investments in our supply chain and manufacturing operations. Our supply chain includes third party manufacturers for our grills and accessories and pellet production facilities for our wood pellets that we own or lease. We work closely with our manufacturers to evolve on design, manufacturing process and product quality. Our grills are currently manufactured in China and Vietnam, our wood pellets are produced at facilities located in New York, Oregon, Georgia, Virginia, and Texas, and our MEATER smart thermometer accessories are currently manufactured in Taiwan. We have entered into manufacturing agreements covering the supply of substantially all of our grills and accessories, pursuant to which we make purchases on a purchase order basis. We rely on several third-party suppliers for the components used in our grills, including integrated circuits, processors, and system on chips.
Our revenue decreased by 40.4% and 30.2% for the three and nine months ended September 30, 2026, respectively, as compared to the three and nine months ended September 30, 2025, respectively, and was $74.7 million and $288.9 million for the three and nine months ended September 30, 2026, respectively, down from $125.4 million and $414.2 million for the three and nine months ended September 30, 2025, respectively. We recorded a net loss of $28.5 million and $34.2 million for the three and nine months ended September 30, 2026, respectively, compared to a net loss of $89.8 million and $98.0 million for the three and nine months ended September 30, 2025, respectively.
Key Factors Affecting Our Financial Condition and Results of Operations
We believe that our financial condition and results of operations have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those below and in Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K.
Macroeconomic Conditions
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. We believe there is significant uncertainty regarding how macroeconomic conditions, including as a result of tariffs, sustained high levels of inflation and higher interest rates, will impact consumer demand for durable goods. These conditions have negatively impacted consumer discretionary spending behavior, and contributed to a decline in our revenue for the three and nine months ended September 30, 2026.
Since the beginning of 2025, President Trump implemented and/or reinstated tariffs and import restrictions on products from various countries. In early 2025, the U.S. imposed tariffs on certain Chinese goods and "reciprocal" tariffs under the International Emergency Economic Powers Act ("IEEPA") that escalated to as high as 125%. The U.S. also increased Section 232 tariffs on steel and aluminum to 50% in June 2025 and significantly expanded coverage to derivative products in August 2025. On April 2, 2026, President Trump signed a new Section 232 proclamation restructuring the metals tariffs so that the 50% rate applies to the full customs value of certain imported steel, aluminum, and copper products (rather than only the metal content), with certain derivative products subject to a 25% tariff on the full customs value and certain other derivative products subject to lower or no Section 232 tariffs. In November 2025, the U.S. and China reached an agreement that reduced certain tariffs on Chinese goods to 10%, with the agreement in effect through November 10, 2026, which the U.S. Treasury Secretary has announced will be extended to January 10, 2027. However, on February 20, 2026, the Supreme Court ruled that the President cannot use IEEPA to impose tariffs, invalidating certain tariffs that had been imposed under IEEPA. In response to this ruling, President Trump signed a proclamation imposing a new 10% global tariff under Section 122 of the Trade Act of 1974, effective February 24, 2026. Section 122 tariffs are subject to a 150-day statutory limit and expired by operation of law on July 24, 2026, and were not extended by Congress. Multiple legal challenges to the Section 122 tariffs have been filed, and on May 7, 2026, the U.S. Court of International Trade ruled that the Section 122 tariffs are unlawful; however, the court's injunction applied only to the named plaintiffs, and the tariffs remained in effect for all other importers pending appeal until they expired by operation of law on July 24, 2026. On March 11 and March 12, 2026, the Office of the U.S. Trade
Representative formally launched new Section 301 investigations into trading partners' unfair practices, which could result in additional tariffs. On July 23, 2026, the Office of the U.S. Trade Representative announced final action in the forced labor Section 301 investigations, imposing additional tariffs of 10% or 12.5% on imports from 60 economies, subject to certain product exemptions, effective July 24, 2026. The structural excess capacity Section 301 investigations remain pending, creating uncertainty as to the tariff rates that will apply to our imports for the remainder of 2026 and beyond. On March 4, 2026, the U.S. Court of International Trade ordered U.S. Customs to liquidate or reliquidate affected entries without regard to IEEPA duties. U.S. Customs and Border Protection ("U.S. Customs") launched Phase 1 of its Consolidated Administration and Processing of Entries refund system on April 20, 2026, with refunds on accepted CAPE Declarations expected to be processed within 60 to 90 days. All requests will be reviewed by U.S. Customs to determine validity prior to the issuance of refunds and the government has appealed the U.S. Court of International Trade refund order.
During the three months ended March 31, 2026, we recognized a loss recovery of $15.6 million related to expected tariff refunds submitted and accepted by U.S. Customs, which was recorded within prepaid expenses and other current assets. Of this amount, $12.4 million was recorded within cost of revenue and the remaining $3.2 million within inventory. As of September 30, 2026, we received $16.2 million of cash in connection with these refund requests, including $0.6 million of interest recorded within other income, net. As of September 30, 2026, the Company had submitted all refund requests for eligible IEEPA tariffs paid and has $0.3 million of refund requests outstanding and recorded within prepaid expenses and other current assets. Because the government has appealed the refund order, refunds received could be subject to repayment if the order is reversed. Accordingly, no liability has been recorded, as a liability would not be recognized unless and until the government's appeal is upheld by the courts. The ultimate timing of additional refund requests and cash receipts remains uncertain and subject to further legal and regulatory developments.
These developments, as well as any further changes in tariff rates, product coverage, or non-tariff trade barriers have disrupted and have the potential to further disrupt existing supply chains and impose additional costs on businesses in our industry. The resulting environment of tariffs and trade restrictions has required us to increase prices for our products in the U.S., which could lead to decreased consumer demand for our products and would negatively impact our results of operations, cash flows, and financial condition. For more information on risks to our business related to tariffs, please see Part II, Item 1A. "Risk Factors - United States trade policies, tariffs, antidumping and countervailing duty proceedings, and related uncertainties may have a material adverse effect on our business" included in this Quarterly Report on Form 10-Q.
In response to these macroeconomic conditions, we have taken actions to identify and execute on cost savings initiatives, while simultaneously seeking to maintain product quality and reliability across the supply chain. For example, as part of Project Gravity, our previously announced multi-step strategic optimization plan, we have conducted a reduction in force and centralized our MEATER business into our Salt Lake City infrastructure to reduce overhead and drive organizational efficiency. Additionally, we pursued streamlining and channel optimization initiatives including discontinuing the Costco roadshow program, redirecting Traeger.com consumers to our retail partners' websites as part of an exit from the Traeger direct-to-consumer business, transitioning to a distributor model in European markets that currently operate under a direct model, and pellet mill consolidation. We have also taken proactive steps to mitigate tariff-related risks by increasing product prices and negotiating cost savings with our manufacturers. 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.
We will continue to monitor and, if necessary, take additional action to mitigate the effects of the macroeconomic environment on our business.
Components of Results of Operations
Revenue
We derive substantially all of our revenue from the sale of grills, consumables and accessories in North America, which includes the United States and Canada. We recognize revenue, net of product returns, for our grills, consumables and accessories generally at the time of shipment to retailers through our retail channel and to customers through our DTC channel. Estimated product returns are recorded as a reduction of revenue at the time of recognition and are calculated based on product returns history, observable changes in return behavior, and expected returns based on sales volume and mix. We also have certain contractual programs that can give rise to elements of variable consideration, such as volume incentive rebates, with estimated amounts of credits recorded as a reduction to revenue.
Although we experience demand for our products throughout the year, we believe there can be certain seasonal fluctuations in our revenue. We have typically experienced moderately higher levels of sales of our grills in the first and second
quarters of the year as our retailers purchase inventory in advance of warmer weather, when demand for outdoor cooking products is the highest across our key markets. Higher sales also coincide with social events and national holidays, which occur during the same warm weather timeframe. Additionally, we have 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. Several factors can impact gross margin, particularly sales channel mix and product mix. 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 WiFIRE connected grills, depreciation of tooling and manufacturing equipment, amortization of internal use software and patented technology, and certain employee-related expenses.
We calculate gross margin as gross profit divided by revenue. Gross margin on sales through our direct import program with certain retail partners is generally higher than that of our core retail channels. 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 for sales of certain of our products is higher than for others. If revenue from sales of wood pellets increased as a percentage of total revenue, we would expect to see an increase in overall gross margin. These potentially favorable gross margin impacts may not be realized, or may be offset by other unfavorable gross margin factors. Additionally, any new products that we develop, or external factors beyond our control, such as duties and tariffs and costs of doing business in certain geographies, may also impact gross margin. For example, the evolving U.S. tariff regime-including the expiration on July 24, 2026 of the temporary 10% global tariff imposed under Section 122 of the Trade Act of 1974 and related litigation over amounts collected while it was in effect, increased and modified Section 232 tariffs on steel, aluminum, copper and derivative products, existing Section 301 tariffs on Chinese goods, new forced-labor-related Section 301 tariffs on covered imports from 60 economies effective July 24, 2026, and potential additional Section 301 tariffs arising from the still-developing excess-capacity investigations launched in March 2026-could impact our gross margin, as could any retaliatory tariffs or other trade measures imposed by other nations. For more information on risks to our business related to tariffs, please see Part II, Item 1A. "United States trade policies, tariffs, antidumping and countervailing duty proceedings, and related uncertainties may have a material adverse effect on our business" included in this Quarterly Report on Form 10-Q.
Sales and Marketing
Sales and marketing expenses consist primarily of the costs associated with advertising and marketing of our products and employee-related expenses, including salaries, benefits, and stock-based compensation expense, as well as sales incentives and professional services. These costs can include print, internet and television advertising, travel-related expenses, direct customer acquisition costs, costs related to conferences and events, and broker commissions. We anticipate that sales and marketing expense as a percentage of revenue will fluctuate from period to period based on revenue for such period and the timing of the expansion of our sales and marketing functions, as these activities may vary in scope and scale over future periods.
General and Administrative
General and administrative expenses consist primarily of employee-related expenses and facilities for our executive, finance, accounting, legal, human resources, information technology and other administrative functions. General and administrative expense also includes fees for professional services, such as external legal, accounting, and information and technology services, and insurance.
In addition, general and administrative expense includes research and development expenses incurred to develop and improve our future products and processes, which primarily consist of employee and facilities-related expenses, including salaries, benefits and stock-based compensation expense, as well as fees for professional services, costs related to prototype tooling and materials, and software platform costs. Research and development expense was $2.6 million and $3.1 million for the three months ended September 30, 2026, and 2025, respectively, and $8.1 million and $9.4 million for the nine months ended September 30, 2026 and 2025, respectively.
We continue to expect our general and administrative expenses, including our research and development expenses and external legal and accounting expenses, to vary as a percentage of revenue from period to period. 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. In addition, as a result of the cost-reduction actions implemented under Project Gravity, we anticipate a reduction in overall operating expenditures, including a decrease in general and administrative expenses.
Amortization of Intangible Assets
Amortization of intangible assets primarily consists of amortization of identified finite-lived customer relationships, distributor relationships, non-compete arrangements and trademark assets that were allocated a considerable portion of the purchase price from the corporate reorganization and acquisition of our Company in 2017, as well as the July 2021 acquisition of Apption Labs Limited and its subsidiaries (collectively, "Apption Labs") pursuant to a share purchase agreement. These costs are amortized on a straight-line basis over 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.
Goodwill Impairment
Goodwill represents the excess of consideration transferred over the fair value of tangible and identifiable intangible net assets acquired and the liabilities assumed in a business combination. Goodwill is not amortized, but is tested for impairment at the reporting unit level annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. During the three months ended September 30, 2025, the Company performed a quantitative impairment test and determined that the carrying value of the reporting unit was in excess of its fair value and recorded a non-cash impairment charge of $74.7 million for the three and nine months ended September 30, 2025, which fully impaired the Company's goodwill. The Company had no goodwill as of September 30, 2026 or December 31, 2025. For details associated with the Company's interim goodwill impairment, see Note 7 - Goodwill to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Restructuring and Other Costs
On May 15, 2025, the Board of Directors of the Company approved a comprehensive enterprise initiative designed to streamline our organizational structure and rebalance its cost base to achieve profitability and cash flow generation. As part of this initiative, we have identified potential opportunities to deliver cost savings and efficiencies. These savings are expected to be achieved through Project Gravity, which includes a reduction in force and the centralization and streamlining of our operations.
As a result of these initiatives, we have recorded expenses primarily related to consulting fees and severance and other personnel costs, within restructuring and other costs in the accompanying consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2026 and 2025.
Total Other Expense
Total other expense consists of interest expense and other income, net. Interest expense includes interest and other fees associated with our Credit Facilities, Receivables Financing Agreement (each as defined below) the amortization of amounts recorded within accumulated other comprehensive income (loss) prior to the dedesignation of the interest rate swap derivative contract as a cash flow hedge. Other income, net consists of the benefit recognized associated with the employee retention tax credit, any unrealized gains (losses) from our interest rate swap derivative contract subsequent to the dedesignation of the swap contract from a cash flow hedge, interest income, foreign currency realized and unrealized gains and losses resulting from exchange rate fluctuations on transactions denominated in a currency other than the U.S. Dollar and from the foreign currency contracts that we use to manage our exposure to foreign currency exchange rate risk related to our purchases and international operations.
Results of Operations
The following tables summarize key components of our unaudited results of operations for the periods presented (dollars in thousands). The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future.
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Three Months Ended
September 30,
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Change
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Nine Months Ended
September 30,
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Change
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2026
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2025
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Amount
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%
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2026
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2025
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Amount
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%
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Revenue
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$
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74,682
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$
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125,396
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$
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(50,714)
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(40.4)
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%
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$
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288,911
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$
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414,162
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$
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(125,251)
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(30.2)
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%
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Cost of revenue
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49,673
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|
76,850
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(27,177)
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(35.4)
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%
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173,469
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249,157
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(75,688)
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(30.4)
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%
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Gross profit
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25,009
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48,546
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(23,537)
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(48.5)
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%
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115,442
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165,005
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(49,563)
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(30.0)
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%
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Operating expenses:
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Sales and marketing
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14,294
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20,000
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(5,706)
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(28.5)
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%
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43,993
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66,989
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(22,996)
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(34.3)
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%
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General and administrative
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19,946
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22,164
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(2,218)
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(10.0)
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%
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61,150
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73,215
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(12,065)
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(16.5)
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%
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Amortization of intangible assets
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8,813
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|
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8,813
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-
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-
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%
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26,438
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26,447
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(9)
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-
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%
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Goodwill impairment
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-
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74,725
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(74,725)
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*
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-
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74,725
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(74,725)
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*
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Restructuring and other costs
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1,739
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6,204
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(4,465)
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(72.0)
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%
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6,372
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9,672
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(3,300)
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(34.1)
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%
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Total operating expense
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44,792
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131,906
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(87,114)
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(66.0)
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%
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137,953
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251,048
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(113,095)
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(45.0)
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%
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Loss from operations
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(19,783)
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|
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(83,360)
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(63,577)
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(76.3)
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%
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(22,511)
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(86,043)
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(63,532)
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(73.8)
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%
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Other income (expense):
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Interest expense
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(7,904)
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(7,815)
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|
89
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|
1.1
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%
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(23,787)
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(23,799)
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(12)
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(0.1)
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%
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Other income, net
|
137
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|
|
1,049
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(912)
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(86.9)
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%
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11,928
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9,563
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2,365
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24.7
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%
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Total other expense
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(7,767)
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(6,766)
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|
1,001
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14.8
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%
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(11,859)
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(14,236)
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(2,377)
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(16.7)
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%
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Loss before provision (benefit) for income taxes
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(27,550)
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(90,126)
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(62,576)
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(69.4)
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%
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(34,370)
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|
(100,279)
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(65,909)
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(65.7)
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%
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Provision (benefit) for income taxes
|
977
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|
|
(307)
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|
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1,284
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|
418.2
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%
|
|
(208)
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|
|
(2,298)
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|
(2,090)
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|
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(90.9)
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%
|
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Net loss
|
$
|
(28,527)
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|
|
$
|
(89,819)
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|
|
$
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(61,292)
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(68.2)
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%
|
|
$
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(34,162)
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|
|
$
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(97,981)
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|
|
$
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(63,819)
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(65.1)
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%
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* Not meaningful
Comparison of the Three Months Ended September 30, 2026 and 2025
Revenue
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|
|
Three Months Ended
September 30,
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|
Change
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|
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2026
|
|
2025
|
|
Amount
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%
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(dollars in thousands)
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|
Revenue:
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|
|
Grills
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$
|
39,729
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|
|
$
|
76,569
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|
|
$
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(36,840)
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|
|
(48.1)
|
%
|
|
Consumables
|
19,447
|
|
|
25,296
|
|
|
(5,849)
|
|
|
(23.1)
|
%
|
|
Accessories
|
15,506
|
|
|
23,531
|
|
|
(8,025)
|
|
|
(34.1)
|
%
|
|
Total Revenue
|
$
|
74,682
|
|
|
$
|
125,396
|
|
|
$
|
(50,714)
|
|
|
(40.4)
|
%
|
Revenue decreased by $50.7 million, or 40.4%, to $74.7 million for the three months ended September 30, 2026 compared to $125.4 million for the three months ended September 30, 2025. The decrease was driven primarily by lower sales from grills, accessories, and consumables.
Revenue from our grills decreased by $36.8 million, or 48.1%, to $39.7 million for the three months ended September 30, 2026 compared to $76.6 million for the three months ended September 30, 2025. The decrease was primarily driven by a reduction in average selling price in excess of 30% and a decrease in unit volume in excess of 20%. The decrease in average selling price was primarily due to the current year launches of lower-priced offerings compared to higher-priced launches in the prior year period, and channel and product line optimization actions taken under Project Gravity. The decrease in unit volume was primarily attributable to comparisons against elevated retailer purchases in the third quarter of last year, as well as product and channel actions under Project Gravity.
Revenue from our consumables decreased by $5.8 million, or 23.1%, to $19.4 million for the three months ended September 30, 2026 compared to $25.3 million for the three months ended September 30, 2025. The decrease was primarily driven by declines in wood pellet and food consumables sales, each is in excess of 20%. The decrease in wood pellet sales was primarily driven by a reduction in unit volume in excess of 20% due to seasonal ordering shifts and changes in retail channel dynamics. The decrease in food consumable sales was primarily attributable to lower unit volume in excess of 20%, reflecting prior year channel expansion load-in.
Revenue from our accessories decreased by $8.0 million, or 34.1%, to $15.5 million for the three months ended September 30, 2026 compared to $23.5 million for the three months ended September 30, 2025. The decrease was driven primarily by lower sales of MEATER smart thermometers due to continued competitive pressure, as well as a mid-double digit decrease in unit volumes of Traeger branded accessories.
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Change
|
|
|
2026
|
|
2025
|
|
Amount
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
Gross profit
|
$
|
25,009
|
|
|
$
|
48,546
|
|
|
$
|
(23,537)
|
|
|
(48.5)
|
%
|
|
Gross margin (Gross profit as a percentage of revenue)
|
33.5
|
%
|
|
38.7
|
%
|
|
|
|
|
Gross profit decreased by $23.5 million, or 48.5%, to $25.0 million for the three months ended September 30, 2026 compared to $48.5 million for the three months ended September 30, 2025. Gross margin decreased to 33.5% for the three months ended September 30, 2026 from 38.7% for the three months ended September 30, 2025. The decrease in gross margin was driven primarily by the timing of trade spend, deleverage of fixed warehousing expenses on lower revenue, and continued margin pressure in our MEATER business, partially offset by an IEEPA tariff refund benefit.
Sales and Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Change
|
|
|
2026
|
|
2025
|
|
Amount
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
Sales and marketing
|
$
|
14,294
|
|
|
$
|
20,000
|
|
|
$
|
(5,706)
|
|
|
(28.5)
|
%
|
|
As a percentage of revenue
|
19.1
|
%
|
|
15.9
|
%
|
|
|
|
|
Sales and marketing expense decreased by $5.7 million, or 28.5%, to $14.3 million for the three months ended September 30, 2026 compared to $20.0 million for the three months ended September 30, 2025. The decrease was primarily driven by lower employee-related costs and reduced demand creation spend, reflecting cost reduction actions associated with Project Gravity. As a percentage of revenue, sales and marketing expense increased to 19.1% for the three months ended September 30, 2026 from 15.9% for the three months ended September 30, 2025, as the decline in revenue outpaced the reduction in sales and marketing expense.
General and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Change
|
|
|
2026
|
|
2025
|
|
Amount
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
General and administrative
|
$
|
19,946
|
|
|
$
|
22,164
|
|
|
$
|
(2,218)
|
|
|
(10.0)
|
%
|
|
As a percentage of revenue
|
26.7
|
%
|
|
17.7
|
%
|
|
|
|
|
General and administrative expense decreased by $2.2 million, or 10.0%, to $19.9 million for the three months ended September 30, 2026 compared to $22.2 million for the three months ended September 30, 2025. The decrease was primarily driven by lower employee-related costs, reflecting cost reduction actions associated with Project Gravity. As a percentage of revenue, general and administrative expense increased to 26.7% for the three months ended September 30, 2026 from 17.7% for the three months ended September 30, 2025, as the decline in revenue outpaced the reduction in general and administrative expense.
Goodwill Impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Change
|
|
|
2026
|
|
2025
|
|
Amount
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
Goodwill impairment
|
$
|
-
|
|
|
$
|
74,725
|
|
|
$
|
(74,725)
|
|
|
*
|
|
As a percentage of revenue
|
-
|
%
|
|
59.6
|
%
|
|
|
|
|
* Not meaningful
We recorded no goodwill impairment for the three months ended September 30, 2026 compared to $74.7 million of non-cash goodwill impairment for the three months ended September 30, 2025. The impairment was primarily driven by a sustained decrease of our prior year stock price and market capitalization, resulting in our reporting unit's carrying amount exceeding its fair value.
Restructuring and Other Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Change
|
|
|
2026
|
|
2025
|
|
Amount
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
Restructuring and other costs
|
$
|
1,739
|
|
|
$
|
6,204
|
|
|
$
|
(4,465)
|
|
|
(72.0)
|
%
|
|
As a percentage of revenue
|
2.3
|
%
|
|
4.9
|
%
|
|
|
|
|
Restructuring and other costs decreased by $4.5 million, or 72.0%, to $1.7 million for the three months ended September 30, 2026 compared to $6.2 million for the three months ended September 30, 2025. The decrease in restructuring and other costs was primarily driven by reduced consulting fees, as well as lower severance and other personnel costs.
Total Other Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Change
|
|
|
2026
|
|
2025
|
|
Amount
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
Interest expense
|
$
|
(7,904)
|
|
|
$
|
(7,815)
|
|
|
$
|
89
|
|
|
1.1
|
%
|
|
Other income, net
|
137
|
|
|
1,049
|
|
|
(912)
|
|
|
(86.9)
|
%
|
|
Total other expense
|
$
|
(7,767)
|
|
|
$
|
(6,766)
|
|
|
$
|
1,001
|
|
|
14.8
|
%
|
|
As a percentage of revenue
|
(10.4)
|
%
|
|
(5.4)
|
%
|
|
|
|
|
Total other expense increased by $1.0 million, or 14.8%, to $7.8 million for the three months ended September 30, 2026 compared to $6.8 million for the three months ended September 30, 2025. This increase was primarily related to the benefit recognized in the comparable prior year period associated with the employee retention tax credit.
Comparison of the Nine Months Ended September 30, 2026 and 2025
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
Change
|
|
|
2026
|
|
2025
|
|
Amount
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
Revenue:
|
|
|
Grills
|
$
|
148,686
|
|
|
$
|
237,437
|
|
|
$
|
(88,751)
|
|
|
(37.4)
|
%
|
|
Consumables
|
78,348
|
|
|
91,941
|
|
|
(13,593)
|
|
|
(14.8)
|
%
|
|
Accessories
|
61,877
|
|
|
84,784
|
|
|
(22,907)
|
|
|
(27.0)
|
%
|
|
Total Revenue
|
$
|
288,911
|
|
|
$
|
414,162
|
|
|
$
|
(125,251)
|
|
|
(30.2)
|
%
|
Revenue decreased by $125.3 million, or 30.2%, to $288.9 million for the nine months ended September 30, 2026 compared to $414.2 million for the nine months ended September 30, 2025. The decrease was driven primarily by lower sales from grills, accessories, and consumables.
Revenue from our grills decreased by $88.8 million, or 37.4%, to $148.7 million for the nine months ended September 30, 2026 compared to $237.4 million for the nine months ended September 30, 2025. The decrease was primarily driven by a reduction in unit volume and average selling price, each is in excess of 20%. The reduction in unit volume was driven by the prior year launch of the Woodridge series of grills, channel and product line optimization actions taken in connection with Project Gravity in the current year, and prior year elevated retail orders placed in response to tariff uncertainty. The decrease in average selling price was primarily driven by mix shift toward lower-priced grills and a higher mix of direct import sales.
Revenue from our consumables decreased by $13.6 million, or 14.8%, to $78.3 million for the nine months ended September 30, 2026 compared to $91.9 million for the nine months ended September 30, 2025. The decrease was driven by a low-double digit decrease in wood pellet sales and a reduction in food consumables sales in excess of 20%. The decrease in wood pellet sales was primarily driven by a high-single digit decrease in unit volume and mid-single digit decline in average selling price, primarily due to channel optimization actions taken in connection with Project Gravity. The reduction in food consumables sales was primarily due to lower unit volume, reflecting prior year channel expansion load-in.
Revenue from our accessories decreased by $22.9 million, or 27.0%, to $61.9 million for the nine months ended September 30, 2026 compared to $84.8 million for the nine months ended September 30, 2025. The decrease was driven primarily by lower sales of MEATER smart thermometers due to continued competitive pressure and a decrease in Traeger branded accessories, primarily driven by a low-double digit decrease in unit volumes and a low-single digit decrease in average selling price.
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
Change
|
|
|
2026
|
|
2025
|
|
Amount
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
Gross profit
|
$
|
115,442
|
|
|
$
|
165,005
|
|
|
$
|
(49,563)
|
|
|
(30.0)
|
%
|
|
Gross margin (Gross profit as a percentage of revenue)
|
40.0
|
%
|
|
39.8
|
%
|
|
|
|
|
Gross profit decreased by $49.6 million, or 30.0%, to $115.4 million for the nine months ended September 30, 2026 compared to $165.0 million for the nine months ended September 30, 2025. Gross margin increased to 40.0% for the nine months ended September 30, 2026 from 39.8% for the nine months ended September 30, 2025. The increase in gross margin was driven primarily by the benefit from the IEEPA tariff refund, partially offset by a product mix shift and deleverage on fixed promotional investments.
Sales and Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
Change
|
|
|
2026
|
|
2025
|
|
Amount
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
Sales and marketing
|
$
|
43,993
|
|
|
$
|
66,989
|
|
|
$
|
(22,996)
|
|
|
(34.3)
|
%
|
|
As a percentage of revenue
|
15.2
|
%
|
|
16.2
|
%
|
|
|
|
|
Sales and marketing expense decreased by $23.0 million, or 34.3%, to $44.0 million for the nine months ended September 30, 2026 compared to $67.0 million for the nine months ended September 30, 2025. As a percentage of revenue, sales and marketing expense decreased to 15.2% for the nine months ended September 30, 2026 from 16.2% for the nine months ended September 30, 2025. The decrease was primarily due to lower employee-related costs and reduced demand creation spend, reflecting cost reduction actions associated with Project Gravity.
General and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
Change
|
|
|
2026
|
|
2025
|
|
Amount
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
General and administrative
|
$
|
61,150
|
|
|
$
|
73,215
|
|
|
$
|
(12,065)
|
|
|
(16.5)
|
%
|
|
As a percentage of revenue
|
21.2
|
%
|
|
17.7
|
%
|
|
|
|
|
General and administrative expense decreased by $12.1 million, or 16.5%, to $61.2 million for the nine months ended September 30, 2026 compared to $73.2 million for the nine months ended September 30, 2025. The decrease in general and administrative expense was driven primarily by lower employee-related costs reflecting cost reduction actions associated with Project Gravity, and reduced stock-based compensation expense. As a percentage of revenue, general and administrative expense increased to 21.2% for the nine months ended September 30, 2026 from 17.7% for the nine months ended September 30, 2025, as the decline in revenue outpaced the reduction in general and administrative expense.
Goodwill Impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
Change
|
|
|
2026
|
|
2025
|
|
Amount
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
Goodwill impairment
|
$
|
-
|
|
|
$
|
74,725
|
|
|
$
|
(74,725)
|
|
|
*
|
|
As a percentage of revenue
|
-
|
%
|
|
18.0
|
%
|
|
|
|
|
* Not meaningful
We recorded no goodwill impairment for the nine months ended September 30, 2026 compared to $74.7 million of non-cash goodwill impairment for the nine months ended September 30, 2025. The impairment was primarily driven by a sustained
decrease of our prior year stock price and market capitalization, resulting in our reporting unit's carrying amount exceeding its fair value.
Restructuring and Other Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
Change
|
|
|
2026
|
|
2025
|
|
Amount
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
Restructuring and other costs
|
$
|
6,372
|
|
|
$
|
9,672
|
|
|
$
|
(3,300)
|
|
|
(34.1)
|
%
|
|
As a percentage of revenue
|
2.2
|
%
|
|
2.3
|
%
|
|
|
|
|
Restructuring and other costs decreased by $3.3 million, or 34.1%, to $6.4 million for the nine months ended September 30, 2026 compared to $9.7 million for the nine months ended September 30, 2025. The decrease in restructuring and other costs was primarily driven by reduced consulting fees, as well as lower severance and other personnel costs.
Total Other Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
Change
|
|
|
2026
|
|
2025
|
|
Amount
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
Interest expense
|
$
|
(23,787)
|
|
|
$
|
(23,799)
|
|
|
$
|
(12)
|
|
|
(0.1)
|
%
|
|
Other income, net
|
11,928
|
|
|
9,563
|
|
|
2,365
|
|
|
24.7
|
%
|
|
Total other expense
|
$
|
(11,859)
|
|
|
$
|
(14,236)
|
|
|
$
|
(2,377)
|
|
|
(16.7)
|
%
|
|
As a percentage of revenue
|
(4.1)
|
%
|
|
(3.4)
|
%
|
|
|
|
|
Total other expense decreased by $2.4 million, or 16.7%, to $11.9 million for the nine months ended September 30, 2026 compared to $14.2 million for the nine months ended September 30, 2025. This decrease was primarily related to the incremental benefit recognized in the current year associated with the employee retention tax credit and interest income from the IEEPA tariff refunds, partially offset by unfavorable foreign currency impacts and lower realized gains on our interest rate swaps following their maturity on February 28, 2026.
Liquidity and Capital Resources
Historically, our cash requirements have principally been for working capital purposes, capital expenditures, and debt service payments. We have funded our operations through cash flows from operating activities, cash on hand, and borrowings under our credit facilities and receivables financing agreement. In the event of failure of any of our financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect our business and financial position.
As of September 30, 2026, we had cash and cash equivalents of $67.8 million, $82.5 million borrowing capacity under our Revolving Credit Facility (as defined below) and $16.3 million borrowing capacity under our Receivables Financing Agreement (as defined below). As of September 30, 2026, we had no outstanding loan amounts under the Revolving Credit Facility and Receivables Financing Agreement. As of September 30, 2026, the total principal amount outstanding under our First Lien Term Loan Facility was $403.1 million, with any remaining unpaid principal and any accrued and unpaid interest due on the maturity date of June 29, 2028. Based on our current business plan and revenue prospects, we believe that our existing cash and cash equivalents, availability under our Revolving Credit Facility and Receivables Financing Agreement, and our anticipated cash flows from operating activities will be sufficient to meet our working capital and operating resource expenditure requirements for at least the next twelve months from the date of this Quarterly Report on Form 10-Q. However, our future working capital requirements will depend on many factors, including the implementation of Project Gravity, our rate of revenue growth and profitability, the timing and size of future acquisitions, and the timing of introductions of new products and investments in our supply chain and implementation of technologies. The Receivables Financing Agreement is scheduled to expire on August 6, 2027, the Extended Revolving Facility (as defined below) is scheduled to expire on December 29, 2027, and the First Lien Term Loan Facility matures on June 29, 2028.
We may from time to time seek to raise additional equity or debt financing to support our growth or in connection with the acquisition of complementary businesses. Any equity financing we may undertake could be dilutive to our existing stockholders, and any additional debt financing we may undertake could require debt service and financial and operational requirements that could adversely affect our business. There is no assurance we would be able to obtain future financing on acceptable terms or at all. See Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K.
Cash Flows
The following table sets forth cash flow data for the periods indicated therein (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
2026
|
|
2025
|
|
Net cash provided by operating activities
|
$
|
54,839
|
|
|
$
|
5,009
|
|
|
Net cash used in investing activities
|
(5,577)
|
|
|
(5,863)
|
|
|
Net cash used in financing activities
|
(1,072)
|
|
|
(8,261)
|
|
|
Net increase (decrease) in cash and cash equivalents
|
$
|
48,190
|
|
|
$
|
(9,115)
|
|
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 increase in net cash provided by operating activities during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 is primarily due to the receipts of the IEEPA tariff refunds of $16.2 million and the receipts of employee retention tax credits of $11.6 million, which drove a decrease in net loss, as well as the net cash provided by working capital, adjusted for non-cash items, as compared to the prior year period. The current period change in working capital was primarily driven by a decrease in accounts receivable, reflecting the collection of prior period balances against a lower volume of new sales activity following our exit from the direct-to-consumer business and the Costco roadshow programs under Project Gravity. Working capital also benefited from a decrease in inventories, reflecting deliberate rightsizing of inventory levels in support of our strategic realignment under Project Gravity, and a decrease in accrued expenses, reflecting lower operating cost levels resulting from cost savings actions taken under Project Gravity.
Cash Flow from Investing Activities
The decrease in cash used in investing activities during the nine months ended September 30, 2026 was primarily related to lower capital expenditures related to tooling equipment.
Cash Flow from Financing Activities
The decrease in cash used in financing activities during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily driven by the absence of borrowings under the Receivables Financing Agreement (as defined below) in the current period, compared to net repayments of $5.0 million in the prior year period for general corporate and working capital purposes.
Credit Facilities
On June 29, 2021, we refinanced our existing credit facilities and entered into the First Lien Credit Agreement. The First Lien Credit Agreement originally provided for a $560.0 million senior secured term loan facility (the "First Lien Term Loan Facility"), including a $50.0 million delayed draw term loan, and a $125.0 million revolving credit facility (the "Revolving Credit Facility" and, together with the First Lien Term Loan Facility, the "Credit Facilities").
First Lien Credit Agreement
The First Lien Term Loan Facility accrues interest at Term SOFR plus a fixed spread ranging from 3.00% to 3.25% per annum based on our Public Debt Rating (as defined in the First Lien Credit Agreement). The First Lien Term Loan Facility requires quarterly principal payments from December 2021 through June 2028, with any remaining unpaid principal and accrued interest due on the maturity date of June 29, 2028. As of September 30, 2026 and December 31, 2025, the total principal amount outstanding on the First Lien Term Loan Facility was $403.1 million and $403.3 million, respectively.
On August 5, 2025, we amended the First Lien Credit Agreement (the "Amendment") to reduce the overall size of the Revolving Credit Facility from $125.0 million to $112.5 million and split it into two tranches: a $30.0 million tranche which
expired on June 29, 2026 and an $82.5 million tranche expiring on December 29, 2027 (the "Extended Revolving Facility"). Loans under the Extended Revolving Facility accrue interest at Term SOFR plus a fixed spread ranging from 2.75% to 3.25% per annum, with a commitment fee of 0.25% to 0.50% per annum on undrawn amounts, each based on our First Lien Net Leverage Ratio (as defined in the First Lien Credit Agreement). Letters of credit may be issued under the Extended Revolving Facility in an amount not to exceed $11.4 million which, when issued, lower the overall borrowing capacity of the facility. No payment of outstanding principal amounts under either tranche is due prior to the respective expiration date of each tranche. As of September 30, 2026 and December 31, 2025, we had no outstanding loan amounts under the Extended Revolving Facility.
Except as noted below, the Credit Facilities are collateralized by substantially all of the assets of TGP Holdings III LLC, TGPX Holdings II LLC, TCP Traeger Blocker, LP, Traeger Pellet Grills Holdings LLC and certain subsidiaries of Traeger Pellet Grills Holdings LLC, including intellectual property, mortgages and the equity interest of each of these respective entities. The assets of Traeger SPE LLC (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 any entities above TGPX Holdings II LLC, including Traeger, Inc.
The First Lien Credit Agreement contains certain affirmative and negative covenants that limit our ability to, among other things, incur additional indebtedness or liens (with certain exceptions), make certain investments, engage in fundamental changes or transactions including changes of control, transfer or dispose of certain assets, make restricted payments (including dividends), engage in new lines of business, make certain prepayments and engage in certain affiliate transactions. All lenders under the Revolving Credit Facility are the beneficiaries of a First Lien Net Leverage Ratio (as defined in the First Lien Credit Agreement) test of 6.20 to 1.00, which is only applicable if our utilization of the Revolving Credit Facility in excess of a threshold set forth in the First Lien Credit Agreement. Pursuant to the Amendment, we have agreed to certain additional negative covenant restrictions for the benefit of the lenders under the Extended Revolving Facility. The lenders under the Extended Revolving Facility are the beneficiaries of a 6.20 to 1.00 First Lien Net Leverage Ratio covenant with a lower trigger threshold for testing, as set forth in the Amendment, and a minimum liquidity covenant requiring the maintenance of liquidity of at least $15.0 million, which is tested monthly. As of September 30, 2026, 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., using outstanding accounts receivables balances as collateral, which have been contributed by us to our wholly owned subsidiary, Traeger SPE LLC (the "SPE"). While we provide operational services to the SPE, the receivables are owned by the SPE once contributed to it by us. We are the primary beneficiary and hold all equity interests of the SPE, thus we consolidate the SPE without any significant judgments.
The maximum borrowing capacity under the Receivables Financing Agreement is between $30.0 million and $75.0 million. The Receivables Financing Agreement allows for seasonal adjustments to the maximum borrowing capacity and further adjustments can be made up to two times annually at our discretion (with consent of the lenders under the Receivables Financing Agreement). We are required to pay fixed interest on outstanding cash advances of 2.5%, a floating interest based on the CP Rate or Adjusted Term SOFR (each as defined in the Receivables Financing Agreement), and an unused capacity charge that ranges from 0.25% to 0.5%. The Receivables Financing Agreement also includes a liquidity threshold of $42.5 million and 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 the borrowing base under the Receivables Financing Agreement during such a liquidity shortfall.
On August 6, 2024, we entered into Amendment No. 10 to the Receivables Financing Agreement in order to extend the expiration of the facility to August 6, 2027. As part of the amendment, we are required to pay an upfront fee for the facility, along with a fixed interest rate on outstanding cash advances of approximately 2.6% and a floating interest rate based on the CP Rate or Adjusted Term SOFR (each as defined in the Receivables Financing Agreement). We were in compliance with the covenants under the Receivables Financing Agreement as of September 30, 2026.
As of September 30, 2026 and December 31, 2025, we had no outstanding loan amounts under the Receivables Financing Agreement.
Contractual Obligations
There have been no material changes to our contractual obligations as of September 30, 2026 from those disclosed in our Annual Report on Form 10-K. Refer to the heading "Management's Discussion and Analysis of Financial Condition and Results
of Operations-Liquidity and Capital Resources" included in our Annual Report on Form 10-K for a discussion of our debt and operating lease obligations, respectively.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of our financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.
Our critical accounting policies and estimates are described under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K, the notes to the consolidated financial statements included therein and Note 2 - Summary of Significant Accounting Policies to the accompanying unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q. During the nine months ended September 30, 2026, there were no material changes to our critical accounting policies and estimates from those discussed in our Annual Report on Form 10-K.
Recent Accounting Pronouncements
For information regarding recent accounting pronouncements, see Note 2 - Summary of Significant Accounting Policies to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.