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8-K

Solo Brands, Inc. (SBDS)

8-K 2025-03-12 For: 2025-03-07
View Original
Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 7, 2025

Solo Brands, Inc.

(Exact Name of Registrant as Specified in its Charter)

Commission File Number 001-40979

Delaware 87-1360865
State or Other Jurisdiction of <br>Incorporation or Organization I.R.S. Employer Identification No.
1001 Mustang Dr.
Grapevine, TX 76051
Address of Principal Executive Offices Zip Code

(817) 900-2664

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share DTC New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition

On March 12, 2025, Solo Brands, Inc. (the “Company”) issued a press release regarding the Company’s financial results for its fourth quarter and fiscal year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is furnished herewith and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, except as expressly stated by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 7, 2025, the Board of Directors of the Company (the “Board”) appointed Peter Laurinaitis to serve as a Class III independent director effective immediately following the filing of the Company’s Annual Report on Form 10-K, with a term expiring at the 2027 annual meeting of stockholders and until his successor is elected and qualified or his earlier death, resignation or removal. In connection with Mr. Laurinaitis appointment, the Board increased its size from seven to eight directors.

There are no arrangements or understandings between Mr. Laurinaitis and any other person pursuant to which he was selected as a director, and there are no relationships or transactions in which Mr. Laurinaitis has an interest requiring disclosure under Item 404(a) of Regulation S-K currently contemplated or since the beginning of the last fiscal year.

Mr. Laurinaitis will be entitled to receive a monthly cash retainer of $30,000 for service on the Board, a per diem rate of $7,500 for days on which he devotes more than four hours of time, outside of Board meetings, for non-ordinary matters and activities as deemed appropriate or necessary by the Board, and reimbursement for reasonable out-of-pocket expenses incurred by him in connection with his service on the Board. Unless otherwise determined by the Board in the future, Mr. Laurinaitis will not receive equity awards as part of his compensation as a director.

In addition, the Company expects to enter into its standard indemnification agreement for directors and officers with Mr. Laurinaitis.

Item 7.01 Regulation FD Disclosure.

On March 12, 2025, the Company issued a press release announcing the appointment of Mr. Laurinaitis to the Board. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filings.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description of Exhibits
99.1 Earnings Press Release dated March 12, 2025
99.2 Appointment Press Release dated March 12, 2025
104 Cover Page Interactive Data File embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Solo Brands, Inc.
(Registrant)
Date: March 12, 2025 By: /s/ Chris Blevins
Chris Blevins
Interim General Counsel

Document

Solo Brands, Inc. Announces Fourth Quarter and Fiscal Year 2024 Results

Company Accelerates Strategic Transformation Plan to Stabilize the Business

Grapevine, Texas, March 12, 2025: Solo Brands, Inc. (NYSE: DTC) (“Solo Brands” or “the Company”) a leading portfolio of lifestyle brands (Solo Stove, Chubbies, Isle and Oru) that are redefining the outdoor and apparel industries, today announced its financial results for the three months and the year ended December 31, 2024.

John Larson, Interim President and Chief Executive Officer, commented, “During the fourth quarter, the Board and management team engaged in developing an aggressive turnaround plan for 2025. As a part of our transformation plan, we hired external financial advisors to help us go through every line item of the business. Notwithstanding challenging results, Solo Brands has a solid foundation for success, including great “enthusiasts” brands, a pipeline of new products and highly loyal customers. Our Board and management team are fully aligned and engaged on the turnaround plan and taking appropriate steps to implement 30+ value accretive initiatives identified in our turnaround plan.”

Liz Vanzura, a member of the Solo Brands Board of Directors has been appointed as the Company’s Interim Chief Marketing Officer. Ms. Vanzura will continue to serve as a member of the Board. Ms. Vanzura has a successful track record as CMO and Head of Brand Strategy for companies such as Cadillac and Hummer. She also earned the Ad Age’s Marketer of the Year award and was inducted into the AAF Advertising Hall of Achievement.

This release reflects current and prior period results revised to align with our new segment reporting structure, under which we report as two reportable segments.

Consolidated Fourth Quarter 2024 Highlights Compared to Fourth Quarter 2023

•Net sales decreased $21.8 million to $143.5 million, down 13.2%, driven by declines in both retail and direct to consumer (“DTC”) channels within the Solo Stove segment, partially offset by an increase in net sales in the Chubbies segment.

•Gross profit of $87.8 million, or 61.1% of net sales, an increase of 280 basis points versus a year ago. Adjusted gross profit(2) of $87.6 million, or 61.0% of net sales, an increase of 170 basis points versus the prior year.

•Operating expenses decreased $194.2 million to $143.0 million, down 57.6%, primarily driven by the reduction in restructuring, contract termination and impairment charges of $192.2 million in the current period.

•Net loss of $58.2 million, or (40.6)% of net sales and $0.63 per basic and diluted Class A common share, improved over the prior year period. Adjusted net income(2)(3) of $2.3 million, or $0.03 earnings per basic and diluted share, declined from the prior year period.

•Adjusted EBITDA(2) of $6.3 million, or 4.4% of net sales, declined from the prior year period.

Segment Fourth Quarter 2024 Highlights Compared to Fourth Quarter 2023

Solo Stove

•Net sales decreased $23.6 million to $116.6 million, down 16.8%, driven by declines in both retail and DTC channel net sales, as a result of the lack of significant new product launches.

•Segment EBITDA of $6.1 million, or 5.2% of net sales, declined from the prior year period.

Chubbies

•Net sales increased $2.6 million to $24.2 million, up 12.2%, driven primarily by increased demand within the retail net sales channel.

•Segment EBITDA of $3.3 million, or 13.7% of net sales, improved over the prior year period.

Consolidated Full Year 2024 Highlights Compared to Full Year 2023

•Net sales decreased $40.2 million to $454.6 million, down 8.1%, driven by declines in both retail and DTC channel net sales within the Solo Stove segment, partially offset by an increase in net sales in the Chubbies segment.

•Gross profit of $260.3 million, or 57.3% of net sales, a decrease of 390 basis points versus a year ago,includes a write down of inventory resulting from the wind-down of IcyBreeze. Adjusted gross profit(2) of $280.3 million, or 61.7% of net sales, an increase of 30 basis points versus the prior year.

•Operating expenses decreased $95.1 million to $434.9 million, down 17.9%, primarily driven by the reduction in restructuring, contract termination and impairment charges of $112.9 million in the current year.

•Net loss of $180.2 million, or (39.6)% of net sales and $1.94 loss per basic and diluted Class A common share, improved over the prior year. Adjusted net income(2)(3) of $11.4 million, or $0.12 earnings per basic and diluted share, declined from the prior year.

•Adjusted EBITDA(2) of $32.6 million, or 7.2% of net sales, declined from the prior year.

Segment Full Year 2024 Highlights Compared to Full Year 2023

Solo Stove

•Net sales decreased $54.2 million to $297.4 million, down 15.4%, driven by declines in retail and DTC channel net sales, as a result of the lack of significant new product launches and a non-recurring retail channel transaction in the prior year.

•Segment EBITDA of $45.9 million, or 15.4% of net sales, declined from the prior year.

Chubbies

•Net sales increased $11.1 million to $112.7 million, up 10.9%, driven by continued demand within the DTC net sales channel driven by both website and owned retail store performance, coupled with increases realized in the retail net sales channel as a result of continued growth within our retail strategic partnerships.

•Segment EBITDA of $15.8 million, or 14.0% of net sales, improved over the prior year.

Consolidated Balance Sheet

Cash and cash equivalents were $12.0 million as of December 31, 2024 compared to $19.8 million at December 31, 2023.

Inventory was $108.6 million as of December 31, 2024 compared to $111.6 million at December 31, 2023.

Outstanding borrowings were $69.0 million under the Revolving Credit Facility, and $83.0 million under the Term Loan as of December 31, 2024. Subsequent to December 31, 2024, we drew an additional $277.3 million under our Revolving Credit Facility, which matures on May 12, 2026 together with the Term Loan.

Going Concern

Our 2024 Annual Report on Form 10-K discloses that there is substantial doubt about our ability to continue as a going concern. We are evaluating strategies to refinance our existing debt and our plans are focused on improving our results and liquidity through a variety of operational improvements throughout 2025. More information on these topics will be provided on today’s conference call.

(1) This release reflects a change to the presentation of our reportable segments, with Solo Stove and Chubbies being presented as our reportable segments, while previous releases presented as one reportable segment. Prior periods are presented on this new basis for comparability purposes.

(2) This release includes references to non-GAAP financial measures. Refer to “Non-GAAP Financial Measures” later in this release for the definitions of the non-GAAP financial measures presented and a reconciliation of these measures to their closest comparable GAAP measures.

(3) This release reflects a previously disclosed change to the presentation of adjusted net income (loss) per Class A common stock from periods prior to the three and twelve months ended December 31, 2023, in order to provide a more concise view. Prior periods are presented on this new basis for comparability purposes. Please see the definition of “Adjusted Net Income (Loss) per Class A Common Stock” below for more information.

Conference Call Details

Prepared remarks about the Company's fourth quarter and full year 2024 results are scheduled for March 12, 2025, at 9:00 a.m. ET. Investors and analysts who wish to listen to the call are invited to dial +1-866-652-5200 (international callers, please dial +1-412-317-6060) approximately 10 minutes prior to the start of the call. A live webcast of the conference call will be available in the investor relations section of DTC’s website, https://investors.solobrands.com, where accompanying materials will be posted prior to the conference call.

A recorded replay of the call will be available shortly after the conclusion of the call and remain available until March 19, 2025. To access the telephone replay, dial +1-877-344-7259 (international callers, please dial +1-412-317-0088). The access code for the replay is 2589860. A replay of the webcast will also be available within two hours of the conclusion of the call and will remain available on the website, https://investors.solobrands.com, for one year.

About Solo Brands, Inc.

Solo Brands, headquartered in Grapevine, TX, is a leading omnichannel lifestyle brand company. Leveraging e-commerce, strategic retail relationships and physical retail stores, Solo Brands offers innovative products to consumers through five lifestyle brands – Solo Stove and TerraFlame, known for firepits, stoves, and accessories; Chubbies, a premium casual apparel and activewear brand; ISLE, maker of inflatable and hard paddle boards and accessories; and Oru Kayak, innovator of origami folding kayaks.

Contacts:

Mark Anderson, Senior Director of Treasury & Investor Relations

Investors@solobrands.com

Three Part Advisors, LLC

Sandy Martin: smartin@threepa.com, 214-616-2207

Steven Hooser: shooser@threepa.com, 214-872-2710

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our future financial position, turnaround efforts, strategic transformation goals, future growth and shareholder value,

our ability to continue as a going concern, our plans and strategy to improve our liquidity, the expected benefits of operational improvements and restructuring efforts, and seasonal trends. 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,” “guidance,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. These statements are neither promises nor guarantees, and 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, the following: our ability to continue as a going concern; our ability to realize expected benefits from our strategic plans, our ability to implement any restructuring and cost-reduction efforts; our limited liquidity; our dependence on cash generated from operations to support our business and our growth initiatives; the limits placed by our indebtedness to invest in the ongoing needs of our business; our ability to maintain and strengthen our brand to generate and maintain ongoing demand for our products; our ability to design, develop and introduce new products; 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 mitigate the impact of new and increased tariffs and similar restrictions on our business; risks associated with our international operations; our reliance on third-party manufacturers and problems with, or the loss of, our suppliers or an inability to obtain raw materials; our ability to sustain historic growth rates;; our ability to cost-effectively attract new customers and retain our existing customers; the highly competitive market in which we operate; our failure to maintain product quality and product performance at an acceptable cost; the impact of product liability and warranty claims and product recalls; business interruptions resulting from fluctuations in the price of our Class A common stock; failure to regain compliance with the continued listing requirements of the New York Stock Exchange or any future failure to meet such requirements; geopolitical actions, natural disasters, or pandemics; risks associated with our international operations; problems with, or loss of, our suppliers or an inability to obtain raw materials; and the ability of our largest stockholders to influence corporate matters. These and other important factors discussed under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, and any subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other filings we make with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Forward-looking statements speak only as of the date the statements are made and are based on information available to Solo Brands at the time those statements are made and/or management's good faith belief as of that time with respect to future events. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Availability of Information on Solo Brands’ Website and Social Media Profiles

Investors and others should note that Solo Brands routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the Solo Brands investors website at https://investors.solobrands.com. We also intend to use the social media profiles listed below as a means of disclosing information about us to our customers, investors and the public. While not all of the information that the Company posts to the Solo Brands investors website or to social media profiles is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in Solo Brands to review the information that it shares at the “Investors” link located at the top of the page on https://solobrands.com and to regularly follow our social media profiles. Users may automatically receive email alerts and other information about Solo Brands when enrolling an email address by visiting "Investor Email Alerts" in the "Resources" section of Solo Brands investor website at https://investors.solobrands.com.

Social Media Profiles:

https://linkedin.com/company/solo-brands/

https://instagram.com/solobrands/

https://www.facebook.com/groups/368095467245044/

SOLO BRANDS, INC.

Consolidated Statements of Operations and Comprehensive Income (Loss)

Three Months Ended December 31, Twelve Months Ended December 31,
(In thousands, except per share data) 2024 2023 2024 2023
Net sales $ 143,537 $ 165,318 $ 454,550 $ 494,776
Cost of goods sold 55,773 68,899 194,286 192,624
Gross profit 87,764 96,419 260,264 302,152
Operating expenses
Selling, general & administrative expenses 81,835 84,270 262,172 249,432
Restructuring, contract termination and impairment charges 52,481 244,650 136,099 248,967
Depreciation and amortization expenses 6,447 7,014 25,702 26,593
Other operating expenses 2,221 1,274 10,909 5,010
Total operating expenses 142,984 337,208 434,882 530,002
Income (loss) from operations (55,220) (240,789) (174,618) (227,850)
Non-operating (income) expense
Interest expense, net 3,652 3,462 14,004 11,004
Other non-operating (income) expense 906 (436) 528 (7,297)
Total non-operating (income) expense 4,558 3,026 14,532 3,707
Income (loss) before income taxes (59,778) (243,815) (189,150) (231,557)
Income tax expense (benefit) (1,560) (32,953) (8,958) (36,225)
Net income (loss) (58,218) (210,862) (180,192) (195,332)
Less: net income (loss) attributable to noncontrolling interests (21,239) (87,039) (66,836) (83,985)
Net income (loss) attributable to Solo Brands, Inc. $ (36,979) $ (123,823) $ (113,356) $ (111,347)
Other comprehensive income (loss)
Foreign currency translation, net of tax (210) 204 (204) (268)
Comprehensive income (loss) (58,428) (210,658) (180,396) (195,600)
Less: other comprehensive income (loss) attributable to noncontrolling interests (69) 74 (66) (97)
Less: net income (loss) attributable to noncontrolling interests (21,239) (87,039) (66,836) (83,985)
Comprehensive income (loss) attributable to Solo Brands, Inc. $ (37,120) $ (123,693) $ (113,494) $ (111,518)
Net income (loss) per Class A common stock
Basic and diluted $ (0.63) $ (2.14) $ (1.94) $ (1.84)
Weighted-average Class A common stock outstanding
Basic and diluted 58,643 57,882 58,388 60,501

Solo Brands, Inc.

Segment Operating Results

Three Months Ended December 31, 2024
(in thousands) Solo Stove Chubbies
Net sales $ 116,612 $ 24,155
Cost of goods sold 45,072 10,910
Gross profit 71,540 13,245
Marketing expense 32,254 1,644
Employee related compensation 3,632 3,448
Other segment operating expenses 29,546 4,837
Segment EBITDA 6,108 3,316
Year Ended December 31, 2024
--- --- --- --- ---
(in thousands) Solo Stove Chubbies
Net sales $ 297,379 $ 112,713
Cost of goods sold 113,977 45,707
Gross profit 183,402 67,006
Marketing expense 67,682 14,569
Employee related compensation 12,642 13,833
Other segment operating expenses 57,165 22,791
Segment EBITDA 45,913 15,813

Solo Brands, Inc.

Segment Operating Results

Three Months Ended December 31, 2023
(in thousands) Solo Stove Chubbies
Net sales $ 140,206 $ 21,537
Cost of goods sold 57,542 10,159
Gross profit 82,664 11,378
Marketing expense 43,099 2,406
Employee related compensation 2,660 2,761
Other segment operating expenses 22,527 4,356
Segment EBITDA 14,378 1,855
Year Ended December 31, 2023
--- --- --- --- ---
(in thousands) Solo Stove Chubbies
Net sales $ 351,583 $ 101,599
Cost of goods sold 135,544 40,004
Gross profit 216,039 61,595
Marketing expense 71,837 13,863
Employee related compensation 8,848 10,942
Other segment operating expenses 55,710 23,234
Segment EBITDA 79,644 13,556

SOLO BRANDS, INC.

Consolidated Balance Sheets

(In thousands, except par value and per unit data) December 31, 2024 December 31, 2023
ASSETS
Current assets
Cash and cash equivalents $ 11,980 $ 19,842
Accounts receivable, net of allowance for credit losses of $1.1 million and $1.3 million for the <br>years ended December 31, 2024 and 2023, respectively 39,440 42,725
Inventory 108,575 111,613
Prepaid expenses and other current assets 12,223 21,893
Total current assets 172,218 196,073
Non-current assets
Property and equipment, net 24,195 26,159
Intangible assets, net 189,701 221,010
Goodwill 73,119 169,648
Operating lease right-of-use assets 27,683 30,788
Other non-current assets 8,144 15,640
Total non-current assets 322,842 463,245
Total assets $ 495,060 $ 659,318
LIABILITIES AND EQUITY
Current liabilities
Accounts payable $ 69,598 $ 21,846
Accrued expenses and other current liabilities 41,661 55,155
Deferred revenue 1,829 5,310
Current portion of long-term debt 8,625 6,250
Total current liabilities 121,713 88,561
Non-current liabilities
Long-term debt, net 142,060 142,993
Deferred tax liability 6,795 17,319
Operating lease liabilities 22,079 24,648
Other non-current liabilities 9,056 13,534
Total non-current liabilities 179,990 198,494
Commitments and contingencies (Note 17)
Equity
Class A common stock, par value $0.001 per share; 468,767,205 shares authorized, 58,800,001 shares issued and outstanding; 468,767,205 authorized, 57,947,711 issued and outstanding 59 58
Class B common stock, par value $0.001 per share; 50,000,000 shares authorized, 33,091,989 shares issued and outstanding; 50,000,000 shares authorized, 33,047,780 issued and outstanding 33 33
Additional paid-in capital 363,601 357,385
Retained earnings (accumulated deficit) (228,814) (115,458)
Accumulated other comprehensive income (loss) (434) (230)
Treasury stock (733) (526)
Equity attributable to the controlling interest 133,712 241,262
Equity attributable to noncontrolling interests 59,645 131,001
Total equity 193,357 372,263
Total liabilities and equity $ 495,060 $ 659,318

SOLO BRANDS, INC.

Consolidated Statements of Cash Flows

Year Ended December 31,
(In thousands) 2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (180,192) $ (195,332)
Adjustments to reconcile net income (loss) to net cash and cash equivalents provided by (used in) operating activities
Restructuring, contract termination and impairment charges 136,099 248,967
Depreciation and amortization 26,632 27,349
Inventory charges associated with restructuring and consolidation activities 18,309
Noncash operating lease expense 8,517 8,373
Equity-based compensation 6,754 15,050
Change in fair value of contingent consideration 4,438 (1,573)
Prepaid marketing charges 1,871
Amortization of debt issuance costs 860 860
Other noncash adjustments 922 1,204
Barter credits (7,160)
Deferred income taxes (11,684) (47,040)
Changes in assets and liabilities
Inventory (14,673) 28,182
Accrued expenses and other current liabilities (14,133) 6,811
Accounts receivable 3,195 (16,328)
Other non-current assets and liabilities 176 2,409
Deferred revenue (3,481) (1,571)
Operating lease liabilities (8,586) (8,113)
Prepaid expenses and other current assets 343 (9,222)
Accounts payable 38,150 9,557
Payments of contingent consideration (3,000)
Net cash provided by (used in) operating activities 10,517 62,423
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (14,512) (9,093)
Payments of contingent consideration (9,386)
Acquisitions, net of cash acquired (34,600)
Net cash provided by (used in) investing activities (14,512) (53,079)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt 80,000 70,000
Repayments of long-term debt (79,250) (35,000)
Debt issuance costs paid (167)
Finance lease liability principal paid (144) (379)
Exercise of Options for Class A common stock 39
Common stock repurchases (36,957)
Distributions to non-controlling interests (4,284) (10,511)
Taxes paid related to net share settlement of equity awards (207) (305)
Stock issued under employee stock purchase plan 395 247
Net cash provided by (used in) financing activities (3,657) (12,866)
Effect of exchange rate changes on cash (210) 71
Net change in cash and cash equivalents (7,862) (3,451)
Cash and cash equivalents balance, beginning of period 19,842 23,293
Cash and cash equivalents balance, end of period $ 11,980 $ 19,842

Non-GAAP Financial Measures

We report our financial results in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”); however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We use adjusted gross profit, adjusted gross profit margin, free cash flow, adjusted net income, adjusted net income (loss) per Class A common stock, adjusted EBITDA and adjusted EBITDA margin non-GAAP financial measures, because we believe they are useful indicators of our operating performance. Our management uses these non-GAAP measures principally as measures of our operating performance, and in the case of free cash flow of our liquidity, and believes that these non-GAAP measures are useful to our investors because they are frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance and liquidity of companies in industries similar to ours. Our management also uses these non-GAAP measures for planning purposes, including the preparation of our annual operating budget and financial projections.

None of these non-GAAP measures is a measurement of financial performance under U.S. GAAP. These non-GAAP measures should not be considered in isolation or as a substitute for a measure of our liquidity or operating performance prepared in accordance with U.S. GAAP and are not indicative of net income (loss) as determined under U.S. GAAP. In addition, the exclusion of certain gains or losses in the calculation of non-GAAP financial measures should not be construed as an inference that these items are unusual or infrequent as they may recur in the future, nor should it be construed that our future results will be unaffected by unusual or non-recurring items. These non-GAAP financial measures have limitations that should be considered before using these measures to evaluate our liquidity or financial performance. Some of these limitations are as follows.

These non-GAAP measures exclude certain tax payments that may require a reduction in cash available to us; do not reflect our cash expenditures, or future requirements, for capital expenditures (including capitalized software developmental costs) or contractual commitments; do not reflect changes in, or cash requirements for, our working capital needs; do not reflect the cash requirements necessary to service interest or principal payments on our debt; exclude certain purchase accounting adjustments related to acquisitions; and exclude equity-based compensation expense, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy.

In addition, other companies may define and calculate similarly-titled non-GAAP financial measures differently than us, thereby limiting the usefulness of these non-GAAP financial measures as a comparative tool. Because of these and other limitations, you should consider our non-GAAP measures only as supplemental to other U.S. GAAP-based financial performance measures.

Free Cash Flow

We calculate free cash flow as net cash provided by (used in) operating activities, reduced by capital expenditures (consisting of purchases of property and equipment, purchases of intangible assets and capitalization of internal use software). We believe free cash flow is an important liquidity measure of the cash that is available for operational expenses, investments in our business, strategic acquisitions, and for certain other activities such as repaying debt obligations.

Adjusted Free Cash Flow

Adjusted free cash flow is defined as free cash flow eliminating the cash impact of the following costs that are believed by management to be non-operating in nature and not representative of the Company’s core operating performance, as listed below under “Non-GAAP Adjustments”: business optimization and expansion expense, management transition costs, transaction costs, sales tax audit expense, tax refunds, prepaid marketing charges (in the period in which cash outflows occurred) and payments of contingent consideration included in net cash provided by (used in) operating activities. We believe that adjusted free cash flow enhances investors’ understanding of the liquidity of our ongoing operations. Our definition of adjusted free cash flow may differ from those used by other companies.

Adjusted Net Income (Loss)

We calculate adjusted net income as net income (loss) excluding impairment charges and the costs that are believed by management to be non-operating in nature and not representative of the Company’s core operating performance, as listed below under “Non-GAAP Adjustments”. Adjusted net income (loss) attributable to noncontrolling interests is calculated as income (loss) before income taxes, adjusted in the same manner as adjusted net income, adjusted for the allocable attribution to the noncontrolling interest.

Adjusted Net Income (Loss) per Class A Common Stock

We calculate adjusted net income (loss) per Class A common stock as adjusted net income, as defined above, less the allocable portion of net income to the noncontrolling interest, divided by weighted average diluted shares or weighted average shares of Class A common stock, respectively, as calculated under U.S. GAAP.

Beginning with the reporting of our results for the three and twelve month periods ended December 31, 2023, adjusted net income (loss) per Class A Common Stock removes the portion of adjusted net income (loss) attributable to noncontrolling interests as management believes this presentation provides investors with a more concise view of the Company’s results. The Company intends to present adjusted net income (loss) per Class A Common Stock on this basis going forward and has presented prior periods on the same basis for comparability purposes.

EBITDA

We calculate EBITDA as net income (loss) before interest expense, income taxes, and depreciation and amortization expenses.

Adjusted EBITDA

We calculate adjusted EBITDA as net income (loss) before interest expense, income taxes, depreciation and amortization expenses, impairment charges, equity-based compensation expense, and the costs that are believed by management to be non-operating in nature and not representative of the Company’s core operating performance, as listed below under “Non-GAAP Adjustments”.

Adjusted EBITDA Margin

We calculate adjusted EBITDA margin as adjusted EBITDA, divided by net sales.

Adjusted Gross Profit

We calculate adjusted gross profit as gross profit, less inventory charges associated with restructuring and consolidation activities, inventory fair value write-ups and tooling depreciation.

Adjusted Gross Profit Margin

We calculate adjusted gross profit margin as adjusted gross profit, divided by net sales.

Non-GAAP Adjustments

In addition to the costs specifically noted under the non-GAAP metrics above, the Company believes that evaluation of its financial performance can be enhanced by a supplemental presentation of results that exclude costs believed by management to be non-operating in nature and not representative of the Company’s core operating performance. These costs are excluded in order to enhance consistency and comparability with results in prior periods that do not include such items and to provide a basis for evaluating operating results in future periods.

•Restructuring, contract termination, impairment and related charges - Represents contract termination, impairment and restructuring charges related to the termination of underperforming marketing contracts, reorganization of the Oru and ISLE reporting units of the Company under a revised management structure, and charges related to the IcyBreeze reporting unit and the related inventory charges associated with the restructuring and consolidation activities, as well as the goodwill impairment charges related to the Solo Stove reporting unit driven by the sustained decline in share price.

•Amortization expense - Represents the non-cash amortization of intangible assets related to the reorganization transactions in 2020 and the 2021 and 2023 acquisitions and additions to patents in regard to their defense.

•Business optimization and expansion expenses - Represents select consulting and software implementation fees.

•Equity-based compensation expense - Represents the non-cash expense related to the incentive units, restricted stock units, options, performance stock units, executive performance stock units and employee stock purchases, with vestings occurring over time and settled with the Company’s Class A common stock.

•Changes in fair value of contingent earn-out liability - Represents the charge to mark the contingent earn-out consideration to fair value in connection with the 2023 acquisitions.

•Management transition costs - Represents costs primarily related to executive transition costs for executive search fees and related costs for the transition of certain members of management, such as severance costs.

•Transaction costs - Represents transaction costs primarily related to professional service fees incurred in connection with the secondary offering, Form S-3 registration statement filed in 2023 and acquisition activities, including financial diligence and legal fees.

•Prepaid marketing charges - Represents the write-off of marketing campaigns that were determined to be inconsistent with current marketing strategies.

•Inventory fair value write-ups - Represents the recognition of fair market value write-ups of inventory accounted for under ASC 805 related to the 2023 acquisitions.

•Sales tax audit expense - Represents a sales tax assessment related to prior periods.

•Tax refunds - Represents a one-time tax refund related to COVID-19 era benefits.

•Tooling depreciation - Represents the depreciation applicable to the tooling used in the manufacturing process that is recognized within cost of goods sold.

•Tax impact of adjusting items - Represents the tax impact of the respective adjustments for each non-GAAP financial measure calculated at an expected statutory rate of 21.0%, adjusted to reflect the allocation to the controlling interest.

•Removal of valuation allowance - Represents the removal of the valuation allowance recorded within the period, as determined through revision of the current period tax provision to reflect the Non-GAAP Adjustments to income (loss) before income taxes.

SOLO BRANDS, INC.

Reconciliation of Non-GAAP Financial Information to GAAP

(Unaudited) (In thousands, except per share amounts)

Adjusted Gross Profit

The following tables reconcile the non-GAAP financial measures to their most comparable GAAP measure for the periods presented:

Three Months Ended December 31, Year Ended December 31,
(dollars in thousands) 2024 2023 2024 2023
Gross profit $ 87,764 $ 96,419 $ 260,264 $ 302,152
Inventory charges associated with restructuring and consolidation activities (433) 18,309
Inventory fair value write-up 907 805 907
Tooling depreciation 240 756 927 756
Adjusted gross profit $ 87,571 $ 98,082 $ 280,305 $ 303,815
Gross profit margin<br>(Gross profit as a % of net sales) 61.1 % 58.3 % 57.3 % 61.1 %
Adjusted gross profit margin <br>(Adjusted gross profit as a % of net sales) 61.0 % 59.3 % 61.7 % 61.4 %

Free Cash Flow

The following table reconciles net cash (used in) provided by operating activities to free cash flow and adjusted free cash flow for the periods presented:

Year Ended December 31,
(dollars in thousands) 2024 2023
Net cash (used in) provided by operating activities (as reported) $ 10,517 $ 62,423
Capital expenditures (14,512) (9,093)
Free cash flow $ (3,995) $ 53,330
Business optimization and expansion expense 8,108 462
Management transition costs 3,133 1,621
Transaction costs 1,029 3,347
Sales tax audit expense 485
Tax refunds (5,121)
Prepaid marketing charges 1,871
Payments of contingent consideration 3,000
Adjusted free cash flow $ 13,631 $ 53,639

Consolidated Adjusted Net Income and Adjusted EPS

The following table reconciles net income (loss) to adjusted net income (loss) for the periods presented:

Three Months Ended December 31, Year Ended December 31,
(dollars in thousands) 2024 2023 2024 2023
Net income (loss) $ (58,218) $ (210,862) $ (180,192) $ (195,332)
Restructuring, contract termination, impairment and related charges 52,048 244,650 154,408 248,967
Amortization expense 4,944 6,133 20,107 22,396
Business optimization and expansion expense 1,852 6 8,108 462
Equity-based compensation expense 2,062 21 6,802 14,787
Changes in fair value of contingent earn-out liability (283) 669 4,438 (1,573)
Management transition costs 43 706 3,133 1,621
Transaction costs 41 492 1,029 3,347
Prepaid marketing charges 1,871
Inventory fair value write-ups 907 805 907
Sales tax audit expense 485
Tax refunds (5,121)
Tax impact of adjusting items (8,180) (31,401) (27,033) (35,708)
Reversal of valuation allowance 7,955 17,463
Adjusted net income (loss) $ 2,264 $ 11,321 $ 11,424 $ 54,753
Less: adjusted net income (loss) attributable to noncontrolling interests 335 3,548 4,334 19,697
Adjusted net income (loss) attributable to Solo Brands, Inc. $ 1,929 $ 7,773 $ 7,090 $ 35,056
Net income (loss) per Class A common stock $ (0.63) $ (2.14) $ (1.94) $ (1.84)
Adjusted net income (loss) per Class A common stock $ 0.03 $ 0.13 $ 0.12 $ 0.58
Weighted-average Class A common stock outstanding - basic and diluted 58,643 57,882 58,388 60,501

Adjusted EBITDA

Consolidated Adjusted EBITDA Reconciliation

The following table reconciles consolidated net income (loss) to consolidated adjusted EBITDA for the periods presented:

Three Months Ended December 31, Year Ended December 31,
(dollars in thousands) 2024 2023 2024 2023
Net income (loss) $ (58,218) $ (210,862) $ (180,192) $ (195,332)
Interest expense 3,652 3,462 14,004 11,004
Income tax (benefit) expense (1,560) (32,953) (8,958) (36,225)
Depreciation and amortization expense 6,687 7,770 26,629 27,349
EBITDA $ (49,439) $ (232,583) $ (148,517) $ (193,204)
Restructuring, contract termination, impairment and related charges 52,048 244,650 154,408 248,967
Equity-based compensation expense 2,062 21 6,802 14,787
Business optimization and expansion expense 1,852 6 8,108 462
Changes in fair value of contingent earn-out liability (283) 669 4,438 (1,573)
Management transition costs 43 706 3,133 1,621
Prepaid marketing charges 1,871
Inventory fair value write-ups 907 805 907
Transaction costs 41 492 1,029 3,347
Sales tax audit expense 485
Tax refunds (5,121)
Consolidated Adjusted EBITDA $ 6,324 $ 14,868 $ 32,562 $ 70,193
Net income (loss) margin<br>(Net income (loss) as a % of net sales) (40.6) % (127.5) % (39.6) % (39.5) %
Adjusted EBITDA margin <br>(Adjusted EBITDA as a % of net sales) 4.4 % 9.0 % 7.2 % 14.2 %

12

Document

Solo Brands Announces Appointment of Peter Laurinaitis to its Board of Directors

Brings Extensive Experience in Financial Strategy, Special Situations, Capital-Raising, M&A and Restructuring Advisory

GRAPEVINE, Texas – March 12, 2025 – Solo Brands, Inc. (NYSE: DTC) (“Solo Brands” or “the Company”) a leading portfolio of lifestyle brands (Solo Stove, Chubbies, Isle and Oru) that are redefining the outdoor and apparel industries, today announced that Peter Laurinaitis has been appointed to the Company’s Board of Directors.

“Solo Brands welcomes Peter to the Board during this important time for our Company, as we work to strengthen our financial position. His appointment is another step to solidify our strategy and team and enhance the Board’s oversight as we execute against our plan,” said Matthew Guy-Hamilton, Chairman of Solo Brands’ Board of Directors. “We believe that Peter’s strategic insights and experience in leading complex financial advisory assignments will be key as we chart a path toward growth.”

Mr. Laurinaitis, who most recently served as a Partner and subsequently a Senior Advisor at PJT Partners, brings a proven track record of guiding companies through complex financial situations. He also has a deep background and three decades of experience in financial strategy, special situations, capital-raising, M&A and restructuring advisory. Notably, Mr. Laurinaitis has been involved in the raising of several billion dollars in fresh capital for companies across all sectors of the economy, in addition to implementing restructuring strategies to help maximize value for stakeholders, including the restructuring of over $100 billion in liabilities. Prior to his most recent role, Mr. Laurinaitis held a leadership position as a Senior Managing Director at The Blackstone Group in its restructuring practice and served as turnaround consultant and auditor at Arthur Andersen. He currently serves as Independent Director of FirstElement Fuel, Inc.

“I am honored to join the Board of Directors at such a pivotal time for Solo Brands and look forward to bringing my experience and insights to the Company,” said Mr. Laurinaitis. “I look forward to working alongside the Board and management team to execute on the Company’s plan and take the right next steps for Solo Brands.”

Separately, the Company provided updates on the business and its performance in its fourth quarter and full-year 2024 earnings press release issued today.

About Peter Laurinaitis

Peter Laurinaitis is an accomplished and trusted financial advisor with 30 years of relevant financial, special situations, capital-raising, M&A, and restructuring advisory experience.

Mr. Laurinaitis currently serves as Independent Director of FirstElement Fuel, Inc., a California-based hydrogen infrastructure company. Recently, Mr. Laurinaitis served as a Senior Advisor in the Restructuring and Special Situations Group of PJT Partners, having previously served as a Partner from the founding of PJT Partners in 2015 through 2024. Prior to that, Mr. Laurinaitis worked for The Blackstone Group starting in 2001 and served as a Senior Managing Director in its Restructuring Group. Mr. Laurinaitis also served in the Corporate Restructuring and Audit Groups of Arthur Andersen starting in 1993.

Mr. Laurinaitis received a BS in Accounting from the University of Central Florida, an MSA in Accounting from the University of Central Florida (UCF) and an MBA in Finance from the Wharton School of the University of Pennsylvania. Mr. Laurinaitis is a Certified Public Accountant (CPA, inactive), Certified Insolvency and Restructuring Advisor (CIRA) and a Certified Turnaround Professional (CTP). Mr. Laurinaitis has served as a guest lecturer at the University of Pennsylvania Law School, Wharton Business School, Columbia Law School, and the NYU Stern School of Business. Mr. Laurinaitis serves on the UCF Capital Markets Advisory Board.

About Solo Brands

Solo Brands, headquartered in Grapevine, TX, is a leading omnichannel lifestyle brand company. Leveraging e-commerce, strategic wholesale relationships and physical retail stores, Solo Brands offers innovative products to consumers through five lifestyle brands – Solo Stove and TerraFlame, known for firepits, stoves, and accessories; Chubbies, a premium casual apparel and activewear brand; ISLE, maker of inflatable and hard paddle boards and accessories; and Oru Kayak, innovator of origami folding kayaks.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-

looking statements, including without limitation statements regarding our future financial position, our ability to continue as a going concern, our plans and strategy to improve our liquidity, the expected benefits of director appointments, the expected benefits of operational improvements and restructuring efforts and seasonal trends. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “strengthen,” “enhance,” “believes,” “estimates,” “forecasts,” “guidance,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. These statements are neither promises nor guarantees, and 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, the following: our ability to continue as a going concern; our ability to realize expected benefits from our strategic plans, any restructuring and cost-reduction efforts; our limited liquidity; our dependence on cash generated from operations to support our business and our growth initiatives; the limits placed by our indebtedness to invest in the ongoing needs of our business; our ability to maintain and strengthen our brand to generate and maintain ongoing demand for our products; our ability to design, develop and introduce new products; our ability to mitigate the impact of new and increased tariffs and similar restrictions on our business; risks associated with our international operations; our reliance on third-party manufacturers and problems with, or the loss of, our suppliers or an inability to obtain raw materials; our ability to sustain historic growth rates; our ability to cost-effectively attract new customers and retain our existing customers; the highly competitive market in which we operate; our failure to maintain product quality and product performance at an acceptable cost; the impact of product liability and warranty claims and product recalls; fluctuations in the price of our Class A common stock; failure to regain compliance with the continued listing requirements of the New York Stock Exchange or any future failure to meet such requirements; ; the ability of our largest stockholders to influence corporate matters; and geopolitical conflicts and their impact on the global economy, energy supplies and raw materials. These and other important factors discussed under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, and any subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other filings we make with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Forward-looking statements speak only as of the date the statements are made and are based on information available to Solo Brands at the time those statements are made and/or management's good faith belief as of that time with respect to future events. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Contacts

Mark Anderson, Senior Director of Treasury & Investor Relations

investors@solobrands.com