tra-20230331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number 001-40694

Traeger, Inc.

(Exact name of registrant as specified in its charter)


Delaware						82-2739741
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)


1215 E Wilmington Ave, Suite 200
Salt Lake City, Utah						84106
(Address of principal executive offices)						(Zip code)

(801) 701-7180

(Registrants telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	COOK	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of May 5, 2023, there were 123,910,539 shares of the registrant's common stock, par value $0.0001 per share, outstanding.

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TABLE OF CONTENTS


			Page
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED ) (AS RESTATED)			1
Condensed Consolidated Balance Sheets			1
Condensed Consolidated Statements of Operations and Comprehensive Loss			2
Condensed Consolidated Statements of Changes in Stockholders' Equity			3
Condensed Consolidated Statements of Cash Flows			4
Notes to Unaudited Condensed Consolidated Financial Statements			6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION S (AS RESTATED)			22
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			31
ITEM 4. CONTROLS AND PROCEDURE S (AS RESTATED)			31

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS			32
ITEM 1A. RISK FACTOR S (AS RESTATED)			32
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			33
ITEM 3. DEFAULTS UPON SENIOR SECURITIES			33
ITEM 4. MINE SAFETY DISCLOSURES			33
ITEM 5. OTHER INFORMATION			33
ITEM 6. EXHIBIT S (AS RESTATED)			33
SIGNATURES			35

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EXPLANATORY NOTE

Traeger, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A for the quarter ended March 31, 2023 (this “Form 10-Q/A”), that was originally filed with the U.S. Securities and Exchanges Commission (the "SEC") on May 10, 2023 (the "Original Filing"). On August 7, 2023, the Company filed a Current Report on Form 8-K with the SEC disclosing the determination by the audit committee, after considering the recommendations of management and consulting with Ernst & Young LLP (“E&Y”), the Company’s independent registered public accounting firm, that, as a result of the error described below, the Company will restate previously issued unaudited condensed consolidated financial statements and related disclosures as of and for the interim period ended March 31, 2023. Refer to Note 1, Description of Business and Basis of Presentation to our unaudited condensed consolidated financial statements included in this Form 10-Q/A for the adjustments to the condensed consolidated financial statements related to this restatement.

In accordance with applicable SEC rules, this Form 10-Q/A also includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, from our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), dated as of the date of filing this Form 10-Q/A.

The restatement reflects the correction of an error associated with the incorrect application of accounting guidance within ASC 815 Derivatives and Hedging related to the treatment of amounts within accumulated other comprehensive income upon cash flow hedge dedesignation of the Company's interest rates swaps. The error resulted in an overstatement to other income of $21.3 million and an overstatement of interest expenses of $2.4 million resulting in an understatement of net loss of $18.9 million within the condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2023 as well as and corresponding effects on the condensed consolidated balance sheet, condensed consolidated statement of of changes in stockholders' equity and the condensed consolidated statement of cash flows as of and for the three months ended March 31, 2023 in the Original Filing.

This Form 10-Q/A also amends and restates the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations, Risk Factors and other disclosures made in the Original Filing as appropriate to reflect the restatement and revision of the relevant periods. The items amended in the Original Filing are listed under “Items Amended in this Form 10-Q/A" below. Other than the “Items Amended in this Form 10-Q/A,” disclosures in the Original Form 10-Q remain unchanged. However, for the convenience of the reader, this Form 10-Q/A restates in its entirety, as amended, the Company’s Original Filing. The Company has not modified or updated disclosures presented in the Original Filing, except as required to reflect the effects of the restatement. Accordingly, this speaks only as of the date the Original Filing was filed and does not reflect events occurring after the filing of the Original Filing other than as described herein and no attempt has been made in this Form 10-Q/A to modify or update other disclosures as presented in the Original Filing, except as specifically referenced herein. Accordingly, this Form 10-Q/A should be read in conjunction with the Company’s filings with the SEC subsequent to the filing of the Original Filing.

Because these revisions are treated as corrections of errors to our prior period financial results, the revisions are considered to be a "restatement” under U.S. generally accepted accounting principles (“US GAAP”). Accordingly, the revised financial information included in this Form 10-Q/A has been identified as “As Restated.”

The Company’s management has concluded that in light of the error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. For a discussion of management’s consideration of the material weakness identified, see Part I, Item 4, “Controls and Procedures” of this Form 10-Q/A.

Items Amended in this Form 10-Q/A

The following sections in the Original Report are revised in this Form 10-Q/A, solely as a result of, and to reflect the restatement:

• Part I, Item 1: Financial Statements

• Part I, Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

• Part I, Item 4: Controls and Procedures

• Part II, Item 1A: Risk Factors

• Part II, Item 6: Exhibits

Except as described above and set forth in this Form 10-Q/A, this Form 10-Q/A does not amend or update any other information contained in the Original Filing. This Form 10-Q/A does not purport to reflect any information or events

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subsequent to the Original Filing, except as expressly described herein. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results, or developments that occurred or facts that became known to us after the date of the Original Filing, other than the restatement, and such forward-looking statements should be read in conjunction with our filings with the SEC, including those subsequent to the filing of the Original Filing.

iii

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q/A contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Form 10-Q/A may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates," “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Form 10-Q/A include, but are not limited to statements regarding our future results of operations and financial position, general macroeconomic trends, industry and business trends, equity compensation, business strategy, plans, market growth and our objectives for future operations and our ability to remediate the material weakness in our internal control over financial reporting.

The forward-looking statements in this Form 10-Q/A are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, our history of operating losses, our ability to manage our future growth effectively, our ability to expand into additional markets, our ability to maintain and strengthen our brand to generate and maintain ongoing demand for our products, our ability to cost-effectively attract new customers and retain our existing customers, our failure to maintain product quality and product performance at an acceptable cost, the impact of product liability and warranty claims and product recalls, the highly competitive market in which we operate, the use of social media and community ambassadors, a decline in sales of our grills, our dependence on three major retailers, risks associated with our international operations, our reliance on a limited number of third-party manufacturers and problems with (or loss of) our suppliers or an inability to obtain raw materials, and the ability of our stockholders to influence corporate matters and the other important factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 16, 2023, as updated by Part II, Item 1A. "Risk Factors" in this Form 10-Q/A. The forward-looking statements in this Form 10-Q/A are based upon information available to us as of the date of this Form 10-Q/A, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Form 10-Q/A and the documents that we reference in this Form 10-Q/A and have filed as exhibits to this Form 10-Q/A with the understanding that our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Form 10-Q/A. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Form 10-Q/A, whether as a result of any new information, future events or otherwise.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TRAEGER, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)


	March 31, 2023		December 31, 2022
	(unaudited)
	(as restated)
ASSETS
Current Assets
Cash and cash equivalents	$	15,232	$	39,055
Restricted cash	12,500		12,500
Accounts receivable, net	99,591		42,050
Inventories	132,381		153,471
Prepaid expenses and other current assets	28,034		27,162
Total current assets	287,738		274,238
Property, plant, and equipment, net	49,775		55,510
Operating lease right-of-use assets	12,221		13,854
Goodwill	74,725		74,725
Intangible assets, net	502,290		512,858
Other non-current assets	11,248		15,530
Total assets	$	937,997	$	946,715
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	26,244	$	29,841
Accrued expenses	56,286		52,295
Line of credit	40,909		11,709
Current portion of notes payable	250		250
Current portion of operating lease liabilities	4,491		5,185
Current portion of contingent consideration	12,400		12,157
Other current liabilities	803		1,470
Total current liabilities	141,383		112,907
Notes payable, net of current portion	438,936		468,108
Operating lease liabilities, net of current portion	8,045		9,001
Contingent consideration, net of current portion	11,390		10,590
Deferred tax liability	10,375		10,370
Other non-current liabilities	479		870
Total liabilities	610,608		611,846
Commitments and contingencies—See Note 10
Stockholders' equity:
Preferred stock, $0.0001 par value; 25,000,000 shares authorized and no shares issued or outstanding as of March 31, 2023 and December 31, 2022	—		—
Common stock, $0.0001 par value; 1,000,000,000 shares authorized
Issued and outstanding shares - 122,642,599 and 122,624,414 as of March 31, 2023 and December 31, 2022	12		12
Additional paid-in capital	890,012		882,069
Accumulated deficit	(581,405)		(570,475)
Accumulated other comprehensive income	18,770		23,263
Total stockholders' equity	327,389		334,869
Total liabilities and stockholders' equity	$	937,997	$	946,715

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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TRAEGER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(in thousands, except share and per share amounts)


	Three Months Ended March 31,
	2023		2022
	(as restated)
Revenue	$	153,161	$	223,710
Cost of revenue	97,738		141,066
Gross profit	55,423		82,644
Operating expenses:
Sales and marketing	22,075		34,854
General and administrative	26,679		40,716
Amortization of intangible assets	8,889		8,889
Change in fair value of contingent consideration	1,043		1,700

Total operating expense	58,686		86,159
Loss from operations	(3,263)		(3,515)
Other income (expense):
Interest expense	(8,081)		(5,837)
Other income, net	578		544
Total other expense	(7,503)		(5,293)
Loss before provision for income taxes	(10,766)		(8,808)
Provision for income taxes	164		152
Net loss	$	(10,930)	$	(8,960)
Net loss per share, basic and diluted	$	(0.09)	$	(0.08)
Weighted average common shares outstanding, basic and diluted	122,699,114		117,889,233
Other comprehensive income (loss):
Foreign currency translation adjustments	$	(32)	$	(3)
Change in cash flow hedge	(2,088)		6,589
Amortization of dedesignated cash flow hedge	(2,373)		—
Total other comprehensive income (loss)	(4,493)		6,586
Comprehensive loss	$	(15,423)	$	(2,374)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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TRAEGER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(unaudited)

(in thousands, except share amounts)



	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders' Equity
	Shares	Amount
Balance at December 31, 2022	122,624,414	$	12	$	882,069	$	(570,475)	$	23,263	$	334,869
Issuance of common stock under stock plan	18,185	—		—		—		—		—
Stock-based compensation	—	—		7,943		—		—		7,943
Net loss (as restated)	—	—		—		(10,930)		—		(10,930)
Foreign currency translation adjustments	—	—		—		—		(32)		(32)
Change in cash flow hedge (as restated)	—	—		—		—		(2,088)		(2,088)
Amortization of dedesignated cash flow hedge (as restated)	—	—		—		—		(2,373)		(2,373)
Balance at March 31, 2023	122,642,599	$	12	$	890,012	$	(581,405)	$	18,770	$	327,389



	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity
	Shares	Amount
Balance at December 31, 2021	117,547,916	$	12	$	794,413	$	(188,317)	$	(86)	$	606,022
Issuance of common stock under stock plan	529,630	—		—		—		—		—
Stock-based compensation	—	—		15,483		—		—		15,483
Net loss	—	—		—		(8,960)		—		(8,960)
Foreign currency translation adjustments	—	—		—		—		(3)		(3)
Change in cash flow hedge	—	—		—		—		6,589		6,589
Balance at March 31, 2022	118,077,546	$	12	$	809,896	$	(197,277)	$	6,500	$	619,131

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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TRAEGER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)


	Three Months Ended March 31,
	2023		2022
	(as restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(10,930)	$	(8,960)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property, plant and equipment	3,564		2,481
Amortization of intangible assets	10,638		10,645
Amortization of deferred financing costs	534		495
Loss on disposal of property, plant and equipment	1,870		152
Stock-based compensation expense	7,943		15,483
Bad debt expense	56		72
Unrealized loss on derivative contracts	1,698		570
Amortization of dedesignated cash flow hedge	(2,373)		—
Change in fair value of contingent consideration	1,043		1,700
Other non-cash adjustments	(16)		—
Change in operating assets and liabilities:
Accounts receivable	(57,145)		(70,383)
Inventories	21,090		(18,561)
Prepaid expenses and other current assets	(1,214)		1,741
Other non-current assets	18		4
Accounts payable and accrued expenses	(73)		17,638
Other non-current liabilities	(293)		12
Net cash used in operating activities	(23,590)		(46,911)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant, and equipment	(2,082)		(4,524)
Capitalization of patent costs	(123)		(124)
Proceeds from sale of property, plant, and equipment	2,450		—
Net cash provided by (used in) investing activities	245		(4,648)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on line of credit	62,200		46,100
Repayments on line of credit	(62,500)		(78)
Repayments of long-term debt	(51)		—
Principal payments on finance lease obligations	(127)		(105)
Net cash provided by (used in) financing activities	(478)		45,917
Net decrease in cash, cash equivalents and restricted cash	(23,823)		(5,642)
Cash, cash equivalents and restricted cash at beginning of period	51,555		16,740
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	27,732	$	11,098

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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TRAEGER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)



(Continued)	Three Months Ended March 31,
	2023		2022
	(as restated)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	4,718	$	4,897
Cash paid for income taxes	$	470	$	654
NON-CASH FINANCING AND INVESTING ACTIVITIES
Equipment purchased under finance leases	$	72	$	56
Property, plant, and equipment included in accounts payable and accrued expenses	$	2,568	$	7,226

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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TRAEGER, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Nature of Operations – Traeger, Inc. and its wholly owned Subsidiaries (collectively "Traeger" or the "Company") design, source, sell, and support wood pellet fueled barbecue grills sold to retailers, distributors, and direct to consumers. The Company produces and sells the pellets used to fire the grills and also sells Traeger-branded rubs, spices, and sauces, as well as grill accessories (including covers, barbecue tools, trays, liners, MEATER smart thermometers and merchandise). A significant portion of the Company’s sales are generated from customers throughout the United States ("U.S."), and the Company continues to develop distribution in Canada and Europe. The Company’s headquarters are in Salt Lake City, Utah.

Traeger, Inc. was incorporated in July 2021 in connection with the conversion of TGPX Holdings I LLC from a Delaware limited liability company into a Delaware corporation at the time of the Company's initial public offering ("IPO") and has no material assets and liabilities or standalone operations other than its ownership in its consolidated subsidiaries. TGPX Holdings II LLC is the only direct subsidiary of Traeger, Inc. TGPX Holdings II LLC is a holding company with no other operations, cash flows, material assets or liabilities other than the equity interest in TGP Holdings III LLC. Pursuant to the statutory corporate conversion (the "Corporate Conversion"), all of the outstanding limited liability company interests of TGPX Holdings I LLC were converted into shares of common stock of Traeger, Inc., and TGP Holdings LP (the "Partnership") became the holder of such shares of common stock of Traeger, Inc. In connection with the Corporate Conversion, the Partnership liquidated and distributed these shares of common stock to the holders of partnership interests in the Partnership in direct proportion to their respective interests in the Partnership based upon the value of Traeger, Inc. at the time of the IPO, with a value implied by the initial public offering price of the shares of common stock sold in the IPO.

Basis of Presentation and Principles of Consolidation – The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements. These accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 16, 2023 (the "Annual Report on Form 10-K").

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to fairly present the consolidated financial position, results of operations and cash flows for the interim periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of results that may be expected for any other interim period or for the year ended December 31, 2023.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company Status – The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 ("JOBS Act"). Under the JOBS Act, emerging growth companies can delay adopting new or revised financial accounting standards until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with the adoption of new or revised accounting standards and as a result of this election, its financial statements may not be comparable to companies that comply with public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the end of the fiscal year in which the market value of its common stock that is held by non-affiliates is at least $700 million as of the last business day of its most recently completed second fiscal quarter, (ii) the end of the fiscal year in which the Company has total annual gross revenues of $1.24 billion or more during such fiscal year, (iii) the date on which the Company issues more than $1.0 billion in non-convertible debt in a three-year period, or (iv) December 31, 2026.

Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements – The Company is restating its unaudited condensed consolidated financial statements for the three months ended March 31, 2023, included in this Amendment No. 1 on this Quarterly Report on Form 10-Q/A.

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The restatement reflects the correction of an error associated with the application of guidance within ASC 815 Derivatives and Hedging on the treatment of amounts within accumulated other comprehensive income (loss) upon cash flow hedge dedesignation of the Company's interest rate swaps.

The following tables present the restated amounts, the adjustments made and the previously reported amounts to summarize the effect of the corrections on the previously reported condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income (loss) and condensed consolidated statement of cash flows for the three months ended March 31, 2023 (in thousands, except per share amounts):

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET:


	As of March 31, 2023
	As Previously Reported		Adjustment		As Restated
Stockholders' equity:
Accumulated deficit	$	(562,457)	$	(18,948)	$	(581,405)
Accumulated other comprehensive income (loss)	(178)		18,948		18,770
Total stockholders' equity	327,389		—		327,389
Total liabilities and stockholders' equity	$	937,997	$	—	$	937,997

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)


	Three Months Ended March 31, 2023
	As Previously Reported		Adjustment		As Restated
Other income (expense):
Interest expense	$	(10,454)	$	2,373	$	(8,081)
Other income (expense), net	21,899		(21,321)		578
Total other income (expense)	11,445		(18,948)		(7,503)
Income (loss) before provision for income taxes	8,182		(18,948)		(10,766)
Net income (loss)	$	8,018	$	(18,948)	$	(10,930)
Net loss per share, basic and diluted	$	0.07	$	(0.16)	$	(0.09)
Other comprehensive income (loss):
Change in cash flow hedge	$	—	$	(2,088)	$	(2,088)
Amortization of dedesignated cash flow hedge	—		(2,373)		(2,373)
Total other comprehensive loss	(32)		(4,461)		(4,493)
Comprehensive income (loss)	$	7,986	$	(23,409)	$	(15,423)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

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	As Previously Reported
	Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity

Balance at December 31, 2022	$	(570,475)	$	23,263	$	334,869
Net income	8,018		—		8,018
Change in cash flow hedge	—		(23,409)		(23,409)
Amortization of dedesignated cash flow hedge	—		—		—
Balance at March 31, 2023	$	(562,457)	$	(178)	$	327,389

	Adjustment
	Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity

Balance at December 31, 2022	$	—	$	—	$	—
Net loss	(18,948)		—		(18,948)
Change in cash flow hedge	—		21,321		21,321
Amortization of dedesignated cash flow hedge	—		(2,373)		(2,373)
Balance at March 31, 2023	$	(18,948)	$	18,948	$	—

	As Restated
	Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity

Balance at December 31, 2022	$	(570,475)	$	23,263	$	334,869
Net loss	(10,930)		—		(10,930)
Change in cash flow hedge	—		(2,088)		(2,088)
Amortization of dedesignated cash flow hedge	—		(2,373)		(2,373)
Balance at March 31, 2023	$	(581,405)	$	18,770	$	327,389

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS


	Three Months Ended March 31, 2023
	As Previously Reported		Adjustment		As Restated
Net income (loss)	$	8,018	$	(18,948)	$	(10,930)
Change in operating assets and liabilities:
Unrealized loss (gain) on derivative contracts	(19,623)		21,321		1,698
Amortization of dedesignated cash flow hedge	—		(2,373)		(2,373)

In addition to the changes reflected above, amounts were restated in the following Notes as a result of these adjustments:

Note 7, Derivatives

Note 14. Loss Per Share

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates – The preparation of these financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates and the assumptions made by management that present the greatest amount of estimation uncertainty include the fair value of contingent consideration obligations, customer credits and returns, obsolete inventory reserves, valuation and impairment of intangible assets including goodwill, unrealized positions on foreign currency derivatives and reserves for warranty. Actual results could differ from these estimates.

Table of Contents

Restricted Cash – The Company considers cash to be restricted when withdrawal or general use is legally restricted. The restricted cash balance is associated with borrowings from the delayed draw term loan facility which are restricted in use. The Company anticipates utilizing these borrowings to settle the contingent consideration obligation.

Concentrations – Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash in banks, trade accounts receivable, foreign currency contracts, and business activity with certain third-party contract manufacturers of our products. Credit is extended to customers based on an evaluation of the customer’s financial condition and collateral is not generally required in the Company’s sales transactions. Three customers (each large U.S. retailers) that accounted for a significant portion of net sales are as follows:


	Three Months Ended March 31,
	2023		2022
Customer A	17	%	17	%
Customer B	22	%	23	%
Customer C	12	%	14	%

As of March 31, 2023, customers A, B, and C accounted for a significant portion of trade accounts receivable of 19%, 28%, and 12%, compared to 31%, 20%, and 8% as of December 31, 2022. Concentrations of credit risk exist to the extent credit terms are extended with these three large customers. A business failure on the part of any one of the three customers could result in a material amount of exposure to the Company. No other single customer accounted for greater than 10% of the Company’s net sales for the three months ended March 31, 2023 and 2022, respectively. Additionally, no other single customer accounted for greater than 10% of trade accounts receivable as of March 31, 2023 and December 31, 2022.

The Company’s sales to dealers and distributors located outside the United States are generally denominated in U.S. dollars. The Company does have sales to certain dealers located in the European Union, the United Kingdom and Canada which are denominated in Euros, British Pounds and Canadian Dollars, respectively.

The Company relies on a limited number of suppliers for its contract manufacturing of grills and accessories. A significant disruption in the operations of certain

SEC Form 10-Q/A filed by Traeger Inc. (Amendment)