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Solo Brands, Inc.

For the period ended Mar 31, 2025. Filed May 12, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 12, 2025

SBDS$2.61-12.7%Stored close · as of Nov 10, 2026

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Notes to the Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands)

NOTE 1 –Significant Accounting Policies

Included below are selected significant accounting policies. Refer to Note 2 - Significant Accounting Policies, within the annual consolidated financial statements in the Company’s 2024 Form 10-K for the full list of significant accounting policies.

Basis of Presentation

The unaudited consolidated financial statements contained herein have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (the “SEC”). Accordingly, these unaudited consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results of operations, financial position and cash flows for the periods presented have been reflected. The unaudited consolidated financial statements include those of our wholly-owned and majority-owned subsidiaries and the entity consolidated under the variable interest entity model. Intercompany balances and transactions are eliminated in consolidation. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the 2024 Form 10-K. Certain prior period amounts have been conformed to the current period’s presentation.

Going Concern

The consolidated financial statements have been prepared in accordance with U.S. GAAP assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance of these consolidated financial statements.

The Company incurred a net loss of $18.6 million during the quarter ended March 31, 2025 and had an accumulated deficit of $241.0 million as of March 31, 2025. The Company had cash and cash equivalents of $206.4 million and total debt outstanding of $427.9 million as of March 31, 2025. During the quarter ended March 31, 2025, the Company drew $277.3 million under its Revolving Credit Facility (as defined herein), which matures on May 12, 2026. As of March 31, 2025, the Company was not in compliance with the interest coverage ratio and total net leverage ratio financial covenants under the credit agreement governing our Term Loan (as defined herein) and the Revolving Credit Facility and, without a waiver or forbearance from the lenders thereunder, it is likely that the Company will be required to report non-compliance with these covenants under the credit agreement with the delivery of the covenant compliance certificate for the first quarter of 2025. As a result, the Company’s outstanding debt balance of $427.9 million has been reclassified from a non-current liability to a current liability, as of March 31, 2025. Upon the determination of an event of default under the credit agreement, the lenders could elect to declare all amounts outstanding under the credit facility immediately due and payable and exercise other remedies as set forth in the credit agreement.

The Company is continuing its evaluation of strategies to refinance its existing debt and is engaged in discussions and negotiations with the lenders under the credit agreement governing the Term Loan and the Revolving Credit Facility. The Company’s strategies include restructuring or refinancing the debt, obtaining a waiver or forbearance, issuing new debt or entering into other financing arrangements or filing to commence proceedings under Chapter 11 of the U.S. Bankruptcy Code. In addition, the Company’s plans continue to be focused on improving its results and liquidity through a variety of cost savings and operational improvements throughout 2025, which include a reduction of force and closures of select distribution centers that were completed in the first quarter of 2025, as discussed in Note 2, Restructuring, Contract Termination and Impairment Charges. However, there can be no assurance that the Company will be able to refinance or restructure its debt, obtain a waiver or forbearance or other relief from the lenders, issue new debt or enter into other financing arrangements or that it will be able to execute any further cash savings or operational improvements. While the Company believes its plans to refinance or restructure its indebtedness, obtain relief from the lenders, or issue new debt or enter into other financing arrangements, and execute cash savings and operational improvements can alleviate the conditions that raise substantial doubt, these plans are not entirely within the Company’s control and cannot be assessed as being probable of occurring.

The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reporting expenses that may be necessary if the Company were unable to continue as a going concern.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses during the reporting period and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates and assumptions about future events and their effects cannot be made with certainty. Estimates may change as new events occur when additional information becomes available and if the operating environment changes. Actual results could differ from estimates.

Debt Issuance Costs

Debt issuance costs incurred by the Company in connection with obtaining debt are recorded on the balance sheet as a direct deduction from the carrying value of the associated debt liability. The costs are amortized on a straight-line basis over the term of the related debt and reported as a component of interest expense, net. Costs incurred in connection with an expected refinancing, restructuring, or debt issuance are capitalized and recorded within other non-current assets until such time as the refinancing, restructuring, or debt issuance is effected, at which point in time these capitalized debt issuance costs will be reflected as a direct deduction of the carrying value of the associated debt liability.

Restructuring, Contract Termination and Impairment Charges

Restructuring, contract termination and impairment charges are primarily comprised of severance and employee-related benefits, contract termination fees and asset impairment charges. We recognize employee severance costs as a liability at estimated fair value, at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Contract termination fees include costs incurred to terminate a contract and the impacts to related assets or liabilities associated with these contracts. Asset impairment charges include impairments of long-lived assets and goodwill, as addressed in Note 2 - Significant Accounting Policies, in the 2024 Form 10-K. Restructuring, contract termination and asset impairment activities are recognized when they are incurred and included in restructuring, contract termination and impairment charges on the consolidated statements of operations and comprehensive income (loss).

Commitments and Contingencies

From time to time, the Company is involved in various legal proceedings. While the Company intends to prosecute and defend any lawsuit vigorously, the Company presently believes that the ultimate outcome of any currently pending legal proceeding will not have any material adverse effect on its financial position, cash flows, or results of operations. However, litigation is subject to inherent uncertainties and unfavorable rulings could occur. An unfavorable ruling could include monetary damages, which could impact the Company’s business and the results of operations for the period in which the ruling occurs or future periods. Based on the information available, the Company evaluates the likelihood of potential outcomes. The Company records the appropriate liability when the amount is deemed probable and reasonably estimable. In addition, the Company does not accrue for estimated legal fees and other directly related costs as they are expensed as incurred. The consolidated balance sheets do not include a liability for any potential obligations as of March 31, 2025 or December 31, 2024.

Recently Issued Accounting Pronouncements - Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, that requires presentation of specific categories of reconciling items, as well as reconciling items that meet a quantitative threshold, in the reconciliation between the income tax provision and the income tax provision using statutory tax rates. The ASU also requires disclosure of income taxes paid disaggregated by jurisdiction with separate disclosure of income taxes paid to individual jurisdictions that meet a quantitative threshold. The amendments in this accounting standard are effective for fiscal years beginning after December 15, 2024, on a prospective basis. Early adoption and retrospective application are permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements but will require certain additional disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), expanding disclosure requirements related to certain income statement expenses. The ASU also requires tabular disclosure of certain operating expenses disaggregated into categories, such as purchases of inventory, employee compensation, and depreciation. The FASB subsequently issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) to clarify the effective date of ASU 2024-03. The guidance is effective for fiscal years beginning after December 15, 2026, on a prospective basis, with retrospective application being optional. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements but will require certain additional disclosures.

NOTE 2 -Restructuring, Contract Termination and Impairment Charges

In the first quarter of 2025, management and the Board of Directors of the Company engaged strategic consulting firms to assist the Company with improving financial results from its operations. This operational improvement is being conducted, primarily, to support the potential refinancing or restructuring of the Company’s outstanding debt and included the engagement of restructuring, legal and investment banking consultants to perform financial planning, forecasting and project management activities. Certain of these strategic consulting firms have assisted and are expected to continue to assist the Company in developing an operational plan for the near- and long-term, identify cost saving initiatives to reduce the operational expenses of the Company and aid in the development of enhanced internal reporting to deliver timely insight to management. Those activities which were determined to be specifically related to a potential refinancing or restructuring of the Company’s outstanding debt have been separately capitalized as debt issuance costs. See our policy as it relates to debt issuance costs in Note 1, Significant Accounting Policies and additional information on the debt issuance costs capitalized during the first quarter of 2025 in Note 9, Debt, Net.

The cost saving initiatives identified and executed upon in the first quarter of 2025 are designed to reduce operational expenditures over the long-term, and as a result, in the short-term, the expected benefits from these initiatives have been limited. The key cost saving initiatives and operational planning activities undertaken in the first quarter of 2025, for which the Company recorded the related charges to restructuring, contract termination and impairment charges on the consolidated statements of operations and comprehensive income (loss) as applicable, were as follows:

reduction in force (“RIF”) of management and non-management personnel in an effort to align headcount with the operational needs of the business, resulting in a moderate decline in related expenses in the short term, with the significance of the savings anticipated to be recognized in future periods;

closure of two distribution centers to reduce fixed costs in the short term and in future periods, as well as unnecessary capacity; and

reduction in marketing spend within the Solo Stove segment to better align product pricing with our retail partners.

The components of the restructuring, contract termination and impairment charges are as follows (in thousands):

Three Months Ended March 31,
(in thousands)20252024
Restructuring charges$5,208$—
Impairment charges471—
Contract termination160—
Total restructuring, contract termination and impairment charges$5,839$—

The following table details the Company’s restructuring activity for the first quarter of 2025, for which there was no corresponding activity in the prior year period:

(in thousands)Restructuring Charges
Balance at December 31, 2024$—
Restructuring charges5,208
Payments(3,567)
Non-cash restructuring charges(93)
Balance at March 31, 2025$1,548

The following table summarizes the current liabilities related to the restructuring charges:

(in thousands)March 31, 2025December 31, 2024
Accounts payable$991$—
Accrued expenses and other current liabilities557—
Total current liabilities$1,548$—

The Company anticipates that the strategic consulting firms’ activities will continue to occur through, and potentially beyond, any potential refinancing or restructuring date in 2025. Additionally, the Company is evaluating and identifying additional cost saving initiatives that it may execute in the near term, with certain upfront costs to be reflected within restructuring, contract termination and impairment charges. As of March 31, 2025, the Company is unable to estimate the potential upfront costs of these cost saving initiatives, due to their preliminary nature.

NOTE 3 –Revenue

The Company primarily engages in direct-to-consumer transactions, which are comprised of product sales directly from the Company’s website, and business-to-business transactions, or retail, which are comprised of product sales to retailers, including where possession of the Company’s products is taken and sold by the retailer in-store or online.

The following table disaggregates net sales by channel (in thousands):

Three Months Ended March 31,
20252024
Net sales by channel
Direct-to-consumer$33,800$51,043
Retail43,45234,281
Net sales$77,252$85,324

NOTE 4 –Inventory

Inventory consisted of the following (in thousands):

March 31, 2025December 31, 2024
Finished products on hand, net of inventory obsolescence reserve of $5.8 million and $15.2 million as of March 31, 2025 and December 31, 2024, respectively.$93,910$80,098
Finished products in transit4,42321,756
Raw materials4,7356,721
Inventory$103,068$108,575

NOTE 5 –Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

March 31, 2025December 31, 2024
Inventory deposits$2,206$2,066
Insurance1,7912,556
Software1,3181,016
Tax receivables1,0732,026
Non-trade receivables(1)1,0382,953
Other2,8601,606
Prepaid expenses and other current assets$10,286$12,223

(1) The non-trade receivables line item decreased by $1.9 million as a result of the reclassification of certain receivables to accounts receivable, net of allowance for credit losses as of March 31, 2025.

NOTE 6 –Intangible Assets, Net

Intangible assets consisted of the following (in thousands):

March 31, 2025December 31, 2024
Gross carrying value
Brand$198,514$205,614
Trademark26,71426,714
Customer relationships31,12831,128
Patents6,69914,211
Intangible assets, gross263,055277,667
Accumulated amortization and impairments
Brand(1)(59,011)(62,783)
Trademarks(6,402)(5,956)
Customer relationships(10,528)(9,839)
Patents(2)(1,684)(9,388)
Accumulated amortization, gross(77,625)(87,966)
Intangible assets, net$185,430$189,701

(1) For the year ended December 31, 2024, the Company recorded a brand noncash impairment charge of $6.5 million.

(2) For the year ended December 31, 2024, the Company recorded a patents noncash impairment charge of $6.8 million.

In the first quarter of 2025, the Company observed the following triggering events for the Company’s held and used long-lived asset groups:

A sustained decline in the share price of the Company’s Class A common stock as of March 31, 2025; and

the potential impact of tariff increases, if imposed.

Long-lived asset groups are determined by the lowest level of independent, identifiable cash flows, for which the Company has determined is the brands and in the case of Chubbies, the owned retail store level. As a result of the identified triggering events, the Company performed a recoverability test for the identified long-lived asset groups. The results of the test indicated that the carrying amounts for the long-lived asset groups were expected to be recoverable.

NOTE 7 –Goodwill

The carrying value of goodwill by reportable segment (and All Other) was as follows (in thousands):

Solo StoveChubbiesAll OtherConsolidated
Balance, December 31, 2024$—$73,119$—$73,119
Impairment losses————
Balance, March 31, 2025$—$73,119$—$73,119

In the first quarter of 2025, the Company identified indications of impairment, as noted above in Note 6, Intangible Assets, Net. The Company elected to perform a qualitative goodwill analysis (“Step 0”) of the Chubbies reporting unit, the only reporting unit with remaining goodwill as of March 31, 2025, which included assessing the economic conditions, industry and market considerations, cost factors, overall financial performance of the reporting unit, prior period fair values and other entity and reporting unit specific events. Based on this assessment, the Company determined that it was more likely than not that the fair value of the Chubbies reporting unit exceeded its respective carrying value as of March 31, 2025.

NOTE 8 –Accrued Expenses and Other Current Liabilities

Significant accrued expenses and other current liabilities were as follows (in thousands):

March 31, 2025December 31, 2024
Leases$8,657$9,370
Inventory(1)5,09214,812
Allowance for sales returns3,5294,264
Contingent consideration(2)3,505—
Income taxes(3)2,59956
Payroll2,5011,834
Interest(4)2,354484
Allowance for sales rebates(5)1,4523,434
Non-income taxes(6)1,7563,602
Other3,0643,805
Accrued expenses and other current liabilities$34,509$41,661

(1) The inventory line item decreased by $9.7 million, primarily as a result of invoices received subsequent to December 31, 2024.

(2) The contingent consideration line item increased by $3.5 million as a result of the reclassification of the current portion of the contingent consideration from other non-current liabilities.

(3) See Note 12, Income Taxes for details on the increase of $2.5 million in the income taxes line item.

(4) The interest line item increased by $1.9 million as a result of the higher weighted average debt balance and interest accrued on this balance as of March 31, 2025.

(5) The allowance for sales rebates line item decreased by $2.0 million as a result of lower anticipated rebates following the fourth quarter, in which rebate activity is generally higher for the Solo Stove segment.

(6) The non-income taxes line item decreased by $1.8 million as a result of a decrease in the accrued sales tax and VAT payable, primarily due to timing of payments.

NOTE 9 –Debt, Net

Debt, net consisted of the following (in thousands):

Weighted-Average Interest Rate at March 31, 2025March 31, 2025December 31, 2024
Term loan6.43%$82,500$83,000
Revolving credit facility6.52%346,32269,000
Unamortized debt issuance costs(932)(1,315)
Total debt, net of debt issuance costs427,890150,685

As of March 31, 2025, the outstanding borrowings of the Company were reclassified from non-current to current due to the expected reporting of non-compliance with the interest rate coverage ratio and total net leverage ratio financial covenants under the credit agreement governing our Term Loan Facility and Revolving Credit Facility, as discussed in further detail in Note 1, Significant Accounting Policies. See Note 13, Fair Value Measurements for more information regarding the fair value considerations for debt, net.

As of March 31, 2025, the Company had incurred $4.0 million of expenses in direct relation to a potential refinancing or restructuring of the Company’s outstanding debt, which were determined to be debt issuance costs and appropriately capitalized. The debt issuance costs attributable to the refinancing or restructuring activity have been recorded to other non-current assets until such time as any applicable refinancing or restructuring is completed, in line with our policy in Note 1, Significant Accounting Policies. The net debt issuance costs of $0.9 million associated with the currently outstanding debt are recorded as a contra-liability within current debt, net on the March 31, 2025.

Interest expense, net, was $5.6 million and $3.1 million for the three months ended March 31, 2025 and 2024, respectively. For the three months ended March 31, 2025, the Company recognized $0.4 million of interest income, primarily through short-term investments classified as cash and cash equivalents. Interest income was not significant for the three months ended March 31, 2024.

During the three months ended March 31, 2025, the Company borrowed an aggregate amount of $277.3 million and madeno payments under the Revolving Credit Facility. As of March 31, 2025, the Company also had $3.7 million of letters of credit issued and outstanding. There wasno availability for future draws on the Revolving Credit Facility as of March 31, 2025. Availability as of December 31, 2024 was $279.6 million, net of $1.4 million of letters of credit issued and outstanding.

NOTE 10 –Other Non-Current Liabilities

Significant other non-current liabilities were as follows (in thousands):

March 31, 2025December 31, 2024
Contingent consideration(1)$3,657$7,232
Long-term non-income taxes1,1301,130
Finance lease liability532694
Other non-current liabilities$5,319$9,056

(1)Contingent consideration declined $3.5 million as a result of the reclassification of the current portion of contingent consideration to accrued expenses and other current liabilities.

NOTE 11 –Equity-Based Compensation

The Company recognized an equity-based compensation benefit of $0.9 million for the three months ended March 31, 2025, as a result of forfeitures exceeding the current quarter compensation expense, and expense of $1.2 million for the corresponding period in 2024. Our stock options have contractual terms offour toten years and become exercisable over athree-year period. Expense related to stock options is recognized on a straight-line basis over the vesting period. Expense related to restricted stock units ("RSUs") issued to eligible employees under the Solo Brands, Inc. 2021 Incentive Award Plan (the “Incentive Award Plan”) is recognized over the vesting period, generally between three years andfour years. Expense related to RSUs granted to non-employee directors under the Incentive Award Plan is recognized on a straight-line basis over the vesting period, with newly appointed non-employee directors grants and grants to continuing non-employee directors vesting over aone-year period, while historically newly appointed non-employee directors grants vested over athree-year period. Expense related to performance stock units (“PSUs”) is recognized on a straight-line basis from their award date to the end of the performance period, generallytwo years. Expense related to special performance stock units (“SPSUs”) is recognized on a straight-line basis from their award date to the end of the requisite service period ofthree years. Expense related to the Executive Performance Stock Units (“EPSUs”) is recognized over the derived service period.

The following table summarizes equity-based compensation awards granted and forfeited during the three months ended March 31, 2025:

(in thousands)Number of Shares GrantedNumber of Shares Forfeited
RSUs1,307(446)
EPSUs—(1,468)
SPSUs—(357)

NOTE 12 –Income Taxes

Provision for Income Taxes

The Company is subject to U.S. federal, state, and local income taxes on the Company's allocable share of taxable income of Solo Stove Holdings, LLC (“Holdings”). The subsidiaries of Holdings are also subject to income taxes in the foreign jurisdictions in which they operate. We are the sole managing member of Holdings, and as a result, consolidate the financial results of Holdings. Holdings is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Holdings is generally not subject to U.S. federal and certain state and local income taxes. Instead, taxable income or loss is allocated to its members on a pro rata basis. We are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income or loss of Holdings, as well as any stand-alone income or loss generated by Solo Brands, Inc. Furthermore, we are subject to income taxes for our Chubbies, Oru Mexico and Solo Stove foreign operations.

Our forecasted annual effective tax rate (“AETR”), as calculated for our tax filing jurisdictions generating earnings, was 23.7% as of March 31, 2025. The effective income tax rate was (18.9)% for the three months ended March 31, 2025, compared to 33.0% for the corresponding period in 2024. The decrease for the three months ended March 31, 2025 was primarily driven by valuation allowances recorded on the Solo Brands, Inc. deferred tax assets. Our effective income tax rate is negative due to earnings generated on the Chubbies, Oru Mexico and Solo Stove foreign operations.

Income tax expense for the three months ended March 31, 2025 was $2.9 million, compared to $3.2 million of income tax benefit in the corresponding period in 2024. Income taxes represent federal, state, and local income taxes as calculated by our AETR of Chubbies' federal and state tax expense and Oru Mexico and Solo Stove foreign operations foreign tax expense.

The weighted-average ownership interest in Holdings was 64.1% and 63.8% for the three months ended March 31, 2025 and 2024, respectively.

Deferred Tax Assets and Liabilities

As of March 31, 2025, the total deferred tax liability related to the basis difference in the Company's investment in Holdings wasnominal. The total net basis difference currently recorded would reverse upon the eventual sale of its interest in Holdings as a capital gain.

During the three months ended March 31, 2025, the Company did not recognize any deferred tax assets related to additional tax basis increases generated from expected future payments under the Tax Receivable Agreement, as defined in Note 16 - Income Taxes, to the audited consolidated financial statements included in our 2024 Form 10-K.

The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. As of March 31, 2025, the Company concluded, based on the weight of all available positive and negative evidence, that not all of the Solo Brands, Inc. deferred tax assets are more likely than not to be realized. During the year ended December 31, 2024, the Company evaluated and concluded that there was significant negative evidence related to the realizability of Oru's deferred tax assets, resulting in the Company recording a full valuation allowance against the deferred tax assets of Oru. As of March 31, 2025, there has been no change in the valuation allowance assessment related to Oru’s deferred tax assets, with a full valuation allowance remaining in place.

NOTE 13 –Fair Value Measurements

The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Levels within the hierarchy are defined within Note 2 - Significant Accounting Policies, in the 2024 Form 10-K.

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis (in thousands):

Fair Value Measurements
March 31, 2025Total Fair ValueLevel 1Level 2Level 3
Financial liabilities:
Contingent Consideration$7,162$—$—$7,162
Fair Value Measurements
December 31, 2024Total Fair ValueLevel 1Level 2Level 3
Financial liabilities:
Contingent Consideration$7,232$—$—$7,232

There were no transfers of financial assets and liabilities measured at fair value between the valuation hierarchy Levels 1, 2 and 3 for three months ended March 31, 2025 and year ended December 31, 2024.

The contingent consideration related to our TerraFlame reporting unit as of March 31, 2025 and December 31, 2024 consists of a post-closing payment, resulting from the Company’s acquisition of the business in 2023 and relies on forecasted results through the expected post-closing payment period. The fair value of the post-closing payment is valued using a threshold and cap (capped call) structure. This contingent consideration represents a stand-alone liability that is measured at fair value on a recurring basis at the end of each reporting period using inputs that are unobservable and significant to the overall fair value measurement and are considered a Level 3 estimate. As of March 31, 2025 and 2024, a gain of $0.1 million and a loss of $0.4 million, respectively, from the change in the fair value of the contingent consideration were recorded to selling, general and administrative expenses on the consolidated statements of operations and comprehensive income (loss) (unaudited) as a result of the remeasurement as of each respective date.

As of March 31, 2025, the current portion of the contingent consideration liability was $3.5 million and is recorded within accrued expenses and other current liabilities, while the non-current portion of $3.7 million is recorded within other non-current liabilities on the consolidated balance sheets.

Financial Assets and Liabilities not Measured at Fair Value

Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash and cash equivalents, restricted cash, accounts and notes receivable, net and notes payable and other debt. The fair value of the Company's cash and cash equivalents, accounts receivable, net and accounts payable approximate their carrying values due to the short-term nature of the instruments and are classified as Level 1 measurement in the fair value hierarchy.

As of March 31, 2025, the Company transferred its outstanding debt under the Term Loan Facility and the Revolving Credit Facility from Level 2 to Level 3 in the fair value hierarchy due to the impact of the expected reporting of non-compliance with the interest rate coverage ratio and total net leverage ratio financial covenants under the credit agreement. See Note 1, Significant Accounting Policies for further information related to this expected non-compliance and its effects.

The classification of the carrying amount of the Company's outstanding debt as current as of March 31, 2025, resulted in the Company reassessing the fair valuation of the outstanding debt. The fair value of the outstanding debt was calculated by discounting the future cash flows of the debt at rates based on instruments with similar risk, terms and maturities as compared to the Company's existing debt arrangements and was classified as a Level 3 measurement in the fair value hierarchy, with a carrying value of $427.9 million and a corresponding fair value of $416.3 million. As of December 31, 2024, the carrying amount of the Company's outstanding debt was $150.7 million, which approximated fair value using level 2 inputs.

NOTE 14 –Net Income (Loss) Per Share

Basic net income (loss) per share of Class A common stock is computed by dividing net income (loss) attributable to Solo Brands, Inc. by the weighted average number of shares of Class A common stock outstanding during the period. Diluted net income (loss) per share of Class A common stock is computed by dividing net income (loss) attributable to Solo Brands, Inc. by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

The following table sets forth the calculation of the basic and diluted net income (loss) per share for the Company’s Class A common stock (in thousands, except per share data):

Three Months Ended March 31,
20252024
Net income (loss)$(18,577)$(6,484)
Less: Net income (loss) attributable to non-controlling interests(6,385)(3,082)
Net income (loss) attributable to Solo Brands, Inc.$(12,192)$(3,402)
Weighted average shares of Class A common stock outstanding - basic and diluted58,98658,068
Net income (loss) per share of Class A common stock outstanding - basic and diluted$(0.21)$(0.06)

During the three months ended March 31, 2025 and 2024,0.1 million and 0.1 million options and 1.9 million and 1.1 million restricted stock units, respectively, were not included in the computation of diluted net income (loss) per share because their effect would have been anti-dilutive.

NOTE 15 -Variable Interest Entities

As of March 31, 2025 and December 31, 2024, we consolidatedone entity that is a VIE, that relates to a manufacturing entity for Oru, for which we are the primary beneficiary. Through a management agreement governing the entity, we manage the entity and handle all day-to-day operating decisions. Accordingly, we have the decision-making power over the activities that most significantly impact the economic performance of our VIE and an obligation to absorb losses or receive benefits from the VIE that could potentially be significant to the VIE. These decisions and significant activities include, but are not limited to, manufacturing schedules, production processes, units of production and types of products. The Company is contractually obligated to provide financial support to the VIE.

Total assets of the VIE included on the consolidated balance sheet as of March 31, 2025 and December 31, 2024 were $2.4 million and $2.2 million, respectively. Total liabilities of the VIE included on the consolidated balance sheets as of March 31, 2025 and December 31, 2024 were $2.9 million and $2.8 million, respectively.

The VIE’s assets may only be used to settle the VIE’s obligations and may not be used for other consolidated entities. The VIE’s liabilities are non-recourse to the general credit of the Company’s other consolidated entities.

NOTE 16 -Segments

The Company conducts its worldwide operations through separate business segments, each of which represents major product lines. Operations are conducted in the U.S. and various foreign countries, primarily in Europe, Canada and Australia. Segment reporting is based upon the “management approach,” i.e., how we organize operating segments for which separate financial information is (1) available and (2) evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our CODM is our Chief Executive Officer.

The Company’stwo reportable segments are as follows:

SegmentKey BrandsDescription of Primary Products
Solo StoveSolo Stove and TerraFlameIndoor and outdoor firepits, stoves, and accessories
ChubbiesChubbiesPremium casual apparel and activewear

Our remaining operating segments that did not meet the criteria necessary to be considered a reportable segment are aggregated into All Other.

Our CODM relies on internal management reporting that analyzes our segment's EBITDA, which he utilizes to evaluate performance and allocate resources. As segment assets are not reported to or used by the CODM to measure business performance or allocate resources, total segment assets are not presented below.

The following table presents the percentage of net sales attributable to the Company’stwo reportable segments:

Percentage of Net Sales
Solo StoveChubbies
Three Months Ended March 31, 202533.8%55.3%
Three Months Ended March 31, 202460.3%34.8%

A single customer contributed greater than 10% of consolidated net sales, at $10.5 million and $11.5 million for the three months ended March 31, 2025 and 2024, respectively, from which both the Solo Stove and Chubbies segments generated net sales activity.

Our sales to foreign customers, mostly attributable to the Solo Stove segment, were $5.6 million and $5.8 million for the three months ended March 31, 2025 and 2024, respectively. The following table presents the percentage of international net sales attributable to ourtwo reportable segments:

Percentage of International Net Sales
Solo StoveChubbies
Three Months Ended March 31, 202588.1%3.0%
Three Months Ended March 31, 202488.1%2.8%

Net sales to no individual country outside the U.S. accounted for more than 5% of net sales for the three months ended March 31, 2025 and 2024.

Three Months Ended March 31, 2025
(in thousands)Solo StoveChubbiesAll Other(1)Consolidated
Net sales$26,128$42,689$8,435$77,252
Cost of goods sold11,47018,1735,00434,647
Marketing expense5,7123,3146249,650
Employee related compensation3,3093,4349717,714
Other segment operating expenses(2)7,1236,4731,45615,052
Segment EBITDA(1,486)11,29538010,189
Corporate and other non-segment operating expenses(3)8,104
Restructuring, contract termination and impairment charges5,839
Depreciation and amortization expenses6,889
Interest expense, net5,570
Other non-operating (income) expense(580)
Income (loss) before income taxes$(15,633)
Depreciation and amortization expenses$4,961$1,389$539$6,889
Three Months Ended March 31, 2024
(in thousands)Solo StoveChubbiesAll Other(1)Consolidated
Net sales$51,477$29,657$4,190$85,324
Cost of goods sold20,74812,4081,62434,780
Marketing expense9,8653,6481,49915,012
Employee related compensation2,1813,2361,1096,526
Other segment operating expenses(2)11,0385,4331,44117,912
Segment EBITDA7,6454,932(1,483)11,094
Corporate and other non-segment operating expenses(3)11,171
Restructuring, contract termination and impairment charges—
Depreciation and amortization expenses6,275
Interest expense, net3,106
Other non-operating (income) expense221
Income (loss) before income taxes$(9,679)
Depreciation and amortization expenses$4,630$1,078$567$6,275

1 Includes net sales of our operating segments that did not meet the requirements to be considered a reportable segment, which includes net sales of Oru, ISLE and IcyBreeze (through date of wind-down), as well as the consolidating elimination entries that are not specific to our reportable segments.

2 Includes expenses for seller fees, shipping and fulfillment, along with certain fixed and other variable expenses incurred in the normal course of business.

3 Includes corporate general and administrative service expenses of $6.9 million and $7.0 million for the three months ended March 31, 2025 and 2024, respectively, with the remaining non-segment operating expenses being primarily fixed costs.

Net sales exclude all intercompany sales between our reportable segments and All Other, as well as related profits, which were not material for the three months ended March 31, 2025 and 2024.

NOTE 17 -Related Parties

The Company occasionally enters into transactions with related parties in the normal course of business. One related party, which is wholly owned by an employee of Solo Brands and this employee’s immediate family, purchases merchandise from Solo Brands to sell in a certain geographical market. There were no significant sales or expenses associated with related parties for the three months ended March 31, 2025 or 2024.

The accounts receivable associated with this related party is included in accounts receivable, net on the consolidated balance sheets. There were no significant liabilities due to related parties as of March 31, 2025 and December 31, 2024.

(in thousands)March 31, 2025December 31, 2024
Accounts receivable due from related party$1,041$1,074
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