SOLO BRANDS, INC., 10-Q filed on 11/7/2023
Quarterly Report
v3.23.3
Cover - shares
 9 Months Ended
Sep. 30, 2023
Nov. 03, 2023
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2023  
Document Transition Report false  
Entity File Number 001-40979  
Entity Registrant Name Solo Brands, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 87-1360865  
Entity Address, Address Line One 1001 Mustang Dr.  
Entity Address, City or Town Grapevine  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 76051  
City Area Code 817  
Local Phone Number 900-2664  
Title of 12(b) Security Class A Common Stock, $0.001 par value per share  
Trading Symbol DTC  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company false  
Amendment Flag false  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Entity Central Index Key 0001870600  
Current Fiscal Year End Date --12-31  
Class A Common Stock    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   57,846,404
Class B Common Stock    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   33,004,689
v3.23.3
Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 16,551 $ 23,293
Accounts receivable, net of allowance for credit losses of $2.2 million and $1.5 million 30,743 26,176
Inventory 114,077 132,990
Prepaid expenses and other current assets 23,511 12,639
Total current assets 184,882 195,098
Non-current assets    
Property and equipment, net 26,021 15,166
Intangible assets, net 240,697 234,632
Goodwill 405,206 382,658
Operating lease right-of-use assets 32,078 34,259
Other non-current assets 9,976 534
Total non-current assets 713,978 667,249
Total assets 898,860 862,347
Current liabilities    
Accounts payable 11,528 11,783
Accrued expenses and other current liabilities 42,219 43,377
Deferred revenue 3,970 6,848
Current portion of long-term debt 5,000 5,000
Total current liabilities 62,717 67,008
Non-current liabilities    
Long-term debt, net 160,278 108,383
Deferred tax liability 51,359 82,621
Operating lease liabilities 25,722 29,133
Other non-current liabilities 13,224 205
Total non-current liabilities 250,583 220,342
Commitments and contingencies (Note 1)
Shareholders’ equity    
Additional paid-in capital 352,758 358,118
Retained earnings (accumulated deficit) 8,735 5,746
Accumulated other comprehensive income (loss) (741) (499)
Treasury stock (315) (35)
Equity attributable to the controlling interest 360,528 363,426
Equity attributable to non-controlling interests 225,032 211,571
Total equity 585,560 574,997
Total liabilities and equity 898,860 862,347
Class A Common Stock    
Shareholders’ equity    
Common stock issued 58 64
Class B Common Stock    
Shareholders’ equity    
Common stock issued $ 33 $ 32
v3.23.3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Allowance for doubtful accounts $ 2.2 $ 1.5
Class A Common Stock    
Common stock par value (in dollars per share) $ 0.001 $ 0.001
Common stock authorized (in shares) 468,767,205 475,000,000
Common stock issued (in shares) 57,751,375 63,651,051
Common stock outstanding (in shares) 57,751,375 63,651,051
Class B Common Stock    
Common stock par value (in dollars per share) $ 0.001 $ 0.001
Common stock authorized (in shares) 50,000,000 50,000,000
Common stock issued (in shares) 32,832,755 32,157,983
Common stock outstanding (in shares) 32,832,755 32,157,983
v3.23.3
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
Net sales $ 110,324 $ 102,162 $ 329,458 $ 320,384
Cost of goods sold 42,065 37,482 123,725 120,175
Gross profit 68,259 64,680 205,733 200,209
Operating expenses        
Selling, general & administrative expenses 61,333 59,489 169,479 174,299
Depreciation and amortization expenses 7,052 6,216 19,579 18,194
Impairment charges 0 0 0 30,589
Other operating expenses 1,199 2,260 3,736 3,580
Total operating expenses 69,584 67,965 192,794 226,662
Income (loss) from operations (1,325) (3,285) 12,939 (26,453)
Non-operating (income) expense        
Interest expense, net 2,766 1,805 7,542 3,838
Other non-operating (income) expense (983) (90) (6,861) 514
Total non-operating (income) expense 1,783 1,715 681 4,352
Income (loss) before income taxes (3,108) (5,000) 12,258 (30,805)
Income tax expense (benefit) (6,191) (980) (3,272) (3,677)
Net income (loss) 3,083 (4,020) 15,530 (27,128)
Less: net income (loss) attributable to noncontrolling interests (1,045) (1,816) 3,054 (10,850)
Net income (loss) attributable to Solo Brands, Inc. 4,128 (2,204) 12,476 (16,278)
Net income (loss) attributable to Solo Brands, Inc. 4,128 (2,204) 12,476 (16,278)
Other comprehensive (loss) income        
Foreign currency translation, net of tax (593) (21) (472) 49
Comprehensive (loss) income 2,490 (4,041) 15,058 (27,079)
Less: other comprehensive income (loss) attributable to noncontrolling interests (214) (7) (171) 16
Less: net (loss) income attributable to noncontrolling interests (1,045) (1,816) 3,054 (10,850)
Comprehensive (loss) income attributable to Solo Brands, Inc. $ 3,749 $ (2,218) $ 12,175 $ (16,245)
Income (loss) per Class A common stock        
Basic (in dollars per share) $ 0.07 $ (0.03) $ 0.20 $ (0.26)
Diluted (in dollars per share) $ 0.07 $ (0.03) $ 0.20 $ (0.26)
Weighted-average Class A common stock outstanding        
Basic (in shares) 57,883 63,470 61,370 63,429
Diluted (in shares) 58,368 63,470 61,581 63,429
v3.23.3
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income (loss) $ 15,530 $ (27,128)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities    
Amortization of intangible assets 16,263 15,748
Equity-based compensation 14,714 13,213
Operating lease right-of-use assets expense 6,061 4,891
Depreciation 3,862 2,446
Deferred income taxes (10,924) (6,592)
Changes in accounts receivable reserves 1,312 1,262
Amortization of debt issuance costs 645 645
Loss (gain) on disposal of property and equipment 186 (8)
Impairment charges 0 30,589
Changes in assets and liabilities    
Accounts receivable (5,472) (2,003)
Inventory 24,607 (64,244)
Prepaid expenses and other current assets (10,838) (9,342)
Accounts payable (891) 11,198
Accrued expenses and other current liabilities (5,370) (2,151)
Deferred revenue (2,878) (96)
Operating lease ROU assets and liabilities (6,799) (3,989)
Other non-current assets and liabilities (844) 231
Net cash (used in) provided by operating activities 39,164 (35,330)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Capital expenditures (6,943) (7,512)
Payments of contingent consideration (9,386) 0
Acquisitions, net of cash acquired (34,620) (774)
Net cash (used in) provided by investing activities (50,949) (8,286)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from long-term debt 60,000 45,000
Repayments of long-term debt (8,750) (1,875)
Common stock repurchases (36,957) 0
Distributions to non-controlling interests (8,944) (7,275)
Stock issued under employee stock purchase plan 106 246
Taxes paid related to net share settlement of equity awards (42) 0
Net cash (used in) provided by financing activities 5,413 36,096
Effect of exchange rate changes on cash (370) (403)
Net change in cash and cash equivalents (6,742) (7,923)
Cash and cash equivalents balance, beginning of period 23,293 25,101
Cash and cash equivalents balance, end of period 16,551 17,178
SUPPLEMENTAL NONCASH INVESTING AND FINANCING DISCLOSURES:    
Treasury stock retirements 31,164 0
Re-issuance of treasury stock $ 5,342 $ 0
v3.23.3
Consolidated Statement of Equity (Unaudited) - USD ($)
$ in Thousands
Total
Additional Paid-in Capital
Retained Earnings (Accumulated Deficit)
Accumulated Other Comprehensive Income (Loss)
Treasury Stock
Non-controlling Interest
Class A Common Stock
Class A Common Stock
Common Stock
Class B Common Stock
Class B Common Stock
Common Stock
Beginning balance (in shares) at Dec. 31, 2021               63,397,000   31,179,000
Beginning balance at Dec. 31, 2021 $ 574,171 $ 350,088 $ 10,691 $ 6   $ 213,292   $ 63   $ 31
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Net income (loss) (3,235)   (2,035)     (1,200)        
Equity-based compensation 4,437 3,300       1,137        
Other comprehensive income (loss) 24     16   8        
Tax distributions to non-controlling interests (4,290)         (4,290)        
Vested equity-based compensation and re-allocation of ownership percentage (in shares)               4,000   90,000
Vested equity-based compensation and re-allocation of ownership percentage 0 (380)       380        
Ending balance (in shares) at Mar. 31, 2022               63,401,000   31,269,000
Ending balance at Mar. 31, 2022 571,107 353,008 8,656 22   209,327   $ 63   $ 31
Beginning balance (in shares) at Dec. 31, 2021               63,397,000   31,179,000
Beginning balance at Dec. 31, 2021 574,171 350,088 10,691 6   213,292   $ 63   $ 31
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Net income (loss) (27,128)                  
Treasury stock retirement 0                  
Ending balance (in shares) at Sep. 30, 2022               63,473,000   31,436,000
Ending balance at Sep. 30, 2022 551,779 356,104 (5,587) 39   201,129   $ 63   $ 31
Beginning balance (in shares) at Mar. 31, 2022               63,401,000   31,269,000
Beginning balance at Mar. 31, 2022 571,107 353,008 8,656 22   209,327   $ 63   $ 31
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Net income (loss) (19,873)   (12,039)     (7,834)        
Equity-based compensation 3,427 2,293       1,134        
Other comprehensive income (loss) 46     31   15        
Tax distributions to non-controlling interests (251)         (251)        
Employee stock purchase plan (in shares)               60,000    
Employee stock purchase plan 246 246                
Vested equity-based compensation and re-allocation of ownership percentage (in shares)                   94,000
Vested equity-based compensation and re-allocation of ownership percentage 0 (1,726)       1,726        
Ending balance (in shares) at Jun. 30, 2022               63,461,000   31,363,000
Ending balance at Jun. 30, 2022 554,702 353,821 (3,383) 53   204,117   $ 63   $ 31
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Net income (loss) (4,020)   (2,204)     (1,816)        
Equity-based compensation 3,824 2,710       1,114        
Other comprehensive income (loss) (21)     (14)   (7)        
Tax distributions to non-controlling interests (2,706)         (2,706)        
Vested equity-based compensation and re-allocation of ownership percentage (in shares)               12,000   73,000
Vested equity-based compensation and re-allocation of ownership percentage 0 (427)       427        
Ending balance (in shares) at Sep. 30, 2022               63,473,000   31,436,000
Ending balance at Sep. 30, 2022 551,779 356,104 (5,587) 39   201,129   $ 63   $ 31
Beginning balance (in shares) at Dec. 31, 2022             63,651,051 63,651,000 32,157,983 32,158,000
Beginning balance at Dec. 31, 2022 574,997 358,118 5,746 (499) $ (35) 211,571   $ 64   $ 32
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Net income (loss) 933   924     9        
Equity-based compensation 4,764 3,703       1,061        
Other comprehensive income (loss) 104     70   34        
Tax distributions to non-controlling interests (6,178)         (6,178)        
Employee stock purchase plan 0                  
Surrender of stock to settle taxes on equity awards 0                  
Vested equity-based compensation and re-allocation of ownership percentage (in shares)               38,000   227,000
Vested equity-based compensation and re-allocation of ownership percentage 0 (829)       829        
Ending balance (in shares) at Mar. 31, 2023               63,689,000   32,385,000
Ending balance at Mar. 31, 2023 574,620 360,992 6,670 (429) (35) 207,326   $ 64   $ 32
Beginning balance (in shares) at Dec. 31, 2022             63,651,051 63,651,000 32,157,983 32,158,000
Beginning balance at Dec. 31, 2022 574,997 358,118 5,746 (499) (35) 211,571   $ 64   $ 32
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Net income (loss) 15,530                  
Treasury stock retirement (31,164)                  
Ending balance (in shares) at Sep. 30, 2023             57,751,375 57,751,000 32,832,755 32,833,000
Ending balance at Sep. 30, 2023 585,560 352,758 8,735 (741) (315) 225,032   $ 58   $ 33
Beginning balance (in shares) at Mar. 31, 2023               63,689,000   32,385,000
Beginning balance at Mar. 31, 2023 574,620 360,992 6,670 (429) (35) 207,326   $ 64   $ 32
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Net income (loss) 11,514   7,424     4,090        
Equity-based compensation 6,500 5,345       1,155        
Other comprehensive income (loss) 167     117   50        
Tax distributions to non-controlling interests (1,225)         (1,225)        
Employee stock purchase plan (in shares)               36,000    
Employee stock purchase plan 106 106                
Common stock repurchase (in shares)               (5,639,000)    
Common stock repurchase (8,591)   19,888   (28,479)          
Treasury stock retirement 0   (28,022)   28,028     $ (6)    
Surrender of stock to settle taxes on equity awards 52 52                
Vested equity-based compensation and re-allocation of ownership percentage (in shares)               216,000   225,000
Vested equity-based compensation and re-allocation of ownership percentage 2 (13,115) 0     13,116       $ 1
Ending balance (in shares) at Jun. 30, 2023               58,302,000   32,610,000
Ending balance at Jun. 30, 2023 583,145 353,380 5,960 (312) (486) 224,512   $ 58   $ 33
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Net income (loss) 3,083   4,128     (1,045)        
Equity-based compensation 2,224 1,083       1,141        
Other comprehensive income (loss) (713)     (429)   (284)        
Tax distributions to non-controlling interests (1,540)         (1,540)        
Employee stock purchase plan 0                  
Common stock repurchase (in shares)               (1,696,000)    
Common stock repurchase (6,430) 0 1,783   (8,213)          
Re-issuance of treasury stock (in shares)               1,068,000    
Re-issuance of treasury stock 5,887 545     5,342          
Treasury stock retirement 0   (3,136)   3,136          
Surrender of stock to settle taxes on equity awards (in shares)               77,000    
Surrender of stock to settle taxes on equity awards (94)       (94)          
Vested equity-based compensation and re-allocation of ownership percentage (in shares)                   223,000
Vested equity-based compensation and re-allocation of ownership percentage (2) (2,250)       2,248        
Ending balance (in shares) at Sep. 30, 2023             57,751,375 57,751,000 32,832,755 32,833,000
Ending balance at Sep. 30, 2023 $ 585,560 $ 352,758 $ 8,735 $ (741) $ (315) $ 225,032   $ 58   $ 33
v3.23.3
Significant Accounting Policies
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Significant Accounting Policies Significant Accounting Policies
Included below are selected significant accounting policies, including those that were added or modified during the nine months ended September 30, 2023 as a result of the adoption of new accounting policies. Refer to Note 2, Significant Accounting Policies, within the annual consolidated financial statements in the Company’s 2022 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 SEC. The unaudited consolidated financial statements include the wholly-owned subsidiaries. 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 2022 Form 10-K. Certain prior period amounts have been conformed to the current period’s presentation.
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.

Accounts Receivable, net

Accounts receivable, net consist of amounts due to the Company from retailers and direct-to-corporate customers. Accounts receivable, net are recorded at invoiced amounts, less contractual allowances for trade terms, sales incentive programs, and discounts. The Company maintains an allowance for expected credit losses that will result from the inability of customers to make required payments. The allowance is determined based on a review of specific customer accounts where the collection is doubtful, as well as an assessment of the collectability of total receivables considering the aging of balances, historical and anticipated trends, and other factors. All accounts are subject to an ongoing review of ultimate collectability. Receivables are written off against the allowance when it is probable the amounts will not be recovered.

Business Combinations

The Company applies the acquisition method to all transactions and other events in which the Company obtains control over one or more other businesses. Assets acquired and liabilities assumed are measured at fair value as of the acquisition date. Liabilities related to contingent consideration are recognized at the acquisition date and re-measured at fair value in each subsequent reporting period. Goodwill is recognized if the consideration transferred exceeds the fair value of the net assets acquired.

Commitments and Contingencies

From time to time, the Company is involved in various legal proceedings that arise in the normal course of business. 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 Company is not currently a party to any pending litigation that it considers material. Therefore, the consolidated balance sheets do not include a liability for any potential obligations as of September 30, 2023 and December 31, 2022.
Recently Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments. The ASU includes changes to the accounting and measurement of financial assets, including the Company’s accounts receivable, by requiring the Company to recognize an allowance for all expected losses over the life of the financial asset at origination. Prior to adoption of this ASU, an allowance was not recognized until the losses were considered probable. In November 2019, the FASB issued ASU 2019-10, deferring the effective date of ASU 2016-13 to annual periods beginning after December 15, 2022. The Company adopted this standard on January 1, 2023 using the modified retrospective transition approach to the beginning of the year of adoption. Based on the evaluation of potential financial statement impacts performed by management, the Company did not record an adjustment to opening retained earnings. The adoption of this standard has not had and is not expected to have a material impact on the Company’s consolidated financial statements. Additionally, the Company modified its accounting policy to conform with the requirements of the adoption of this standard.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, an update that provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The optional guidance is provided to ease the potential burden of accounting for reference rate reform. The guidance was effective as of March 12, 2020. In December 2022, the FASB issued ASU 2022-06, deferring the date through which Topic 848 is available for contract modifications to December 31, 2024. Due to the forthcoming discontinuation of LIBOR and under the relief provided by Topic 848, the Company modified the terms of its Revolving Credit Facility and Term Loan (as defined in the Company’s 2022 Form 10-K) by replacing references to LIBOR with references to the adjusted secured overnight financing rate (“SOFR”). The adoption of Topic 848 and the related modification to the agreements did not have a significant impact on the Company’s consolidated financial statements and disclosures. The Company did not have any other agreements or transactions that would be impacted by the adoption of Topic 848.

Recently Issued Accounting Pronouncements - Not Yet Adopted
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance is effective for annual periods beginning after December 15, 2023, including interim periods therein, with early adoption permitted. The guidance will be applied prospectively to acquisitions occurring on or after the effective date. The Company will continue to evaluate the impact of this guidance, which will depend on the contract assets and liabilities acquired in future business combinations.
v3.23.3
Revenue
 9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Revenue Revenue
The Company primarily engages in (1) direct-to-consumer (“DTC”) transactions, which are primarily comprised of product sales directly from the Company’s websites, and (2) business-to-business transactions, or wholesale, 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:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net sales by channel
Direct-to-consumer$76,337$86,306$230,737$262,632
Wholesale33,987 15,856 98,721 57,752 
Net sales$110,324$102,162$329,458$320,384
v3.23.3
Acquisitions
 9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Acquisitions Acquisitions
The following transactions were accounted for under the acquisition method of accounting for business combinations.

Sconberg, LLC
On May 1, 2023, Solo Brands, LLC, a wholly-owned subsidiary of Solo Stove Holdings, LLC (“Holdings”), entered into an Equity Purchase Agreement to acquire 100% of the voting equity interests in Sconberg, LLC (“TerraFlame”), that constitute a business for purposes of Accounting Standards Codification (“ASC”) 805, Business Combinations, for total purchase consideration of $13.2 million, of which $5.5 million was cash paid at closing. The remainder of the consideration, an earnout and post-closing payment liabilities of $7.7 million, was recorded as contingent consideration, which are tied to TerraFlame achieving certain specified profitability metrics. The total purchase consideration was primarily allocated to $5.6 million of intangible assets, $4.3 million of property and equipment and $1.9 million of goodwill. The Company acquired TerraFlame to increase its brand and market share in the overall outdoor activities industry and penetrate the indoor fire and decor industry, as TerraFlame manufactures, markets, and sells fire features for both outdoor and indoor use.

As part of the acquisition, the Company is required to make the earnout and post-closing payments that are contingent on the future performance of TerraFlame. The fair value of the earnout was derived using a Monte Carlo simulation. It was determined that the mean of $2.6 million was the most reasonable estimate of fair value as of the acquisition date, with the simulation producing a range of $0.0 million to $2.8 million. The fair value of the post-closing payment of $5.1 million was derived using a threshold and cap (capped call) structure. Due to the valuation model chosen, there was no applicable range produced. These contingent considerations represent stand-alone liabilities that are measured at fair value on a recurring basis and are considered a level 3 estimate. See Note 2, Significant Accounting Policies in our 2022 Form 10-K for additional information about the fair value framework and the levels within. The earnout contingent consideration is included in accrued expenses and other current liabilities and the post-closing payment contingent consideration is included in other non-current liabilities within the consolidated balance sheets (unaudited).

Transaction related expenses incurred to date as a result of the acquisition of TerraFlame amounted to $0.5 million and are recorded in other operating expenses within the consolidated statements of operations and comprehensive income (loss) (unaudited).

The excess enterprise value of TerraFlame over the estimated fair value of assets and liabilities assumed was recorded as goodwill. Goodwill was recorded to reflect the excess purchase consideration over net assets acquired, which represents the value that is expected to be achieved from expanding the Company’s product offerings and other synergies related to the acquisition of TerraFlame. The primary factor that contributed to the recognition of goodwill was the expected future revenue growth of TerraFlame.
The Company accounted for the acquisition of TerraFlame using the acquisition method of accounting in accordance with ASC 805. This required that assets acquired and liabilities assumed be measured at fair value. The Company determined, using level 3 inputs, the fair value of certain assets and liabilities including fixed assets, inventory and intangible assets. Fixed assets and inventory were fair valued using a mix of cost, comparative sales and market approaches. Specific to intangible assets, customer related intangibles were valued using an excess earnings method and tradename was valued using the relief from royalty method. The fair value of the assets acquired and liabilities assumed have been prepared on a preliminary basis with information currently available, and are subject to change. As of September 30, 2023, the purchase price accounting has not been finalized; however, the Company will complete the purchase price accounting within one year from the acquisition date as required by ASC 805.
Subsequent to the acquisition date and as required by ASC 805, the contingent consideration recorded as part of the acquisition was remeasured as of September 30, 2023. As a result of this remeasurement, the earnout contingent consideration was reduced by $2.6 million and the change to the post-closing payment contingent consideration was negligible. The impacts of the reductions were recorded in selling, general and administrative expenses within the consolidated statements of operations and comprehensive income (loss) (unaudited) as of September 30, 2023.
IcyBreeze Cooling, LLC

On July 1, 2023, Solo Brands, LLC entered into an Equity Purchase Agreement to acquire 100% of the voting equity interests in IcyBreeze Cooling, LLC (“IcyBreeze”), which constitutes a business for purposes of ASC 805, for total purchase consideration of $52.1 million. Cash paid at closing was $30.0 million, net of $7.4 million in cash acquired. The remainder of the consideration, an earnout of $14.9 million, was recorded as contingent consideration, which is tied to IcyBreeze achieving certain specified profitability metrics. The total purchase consideration was primarily allocated to $16.1 million of intangible assets, $4.4 million of inventory, and $4.2 million of property and equipment, with the remainder primarily being $20.7 million of goodwill. The Company acquired IcyBreeze to pair a seasonally complimentary in-demand product in the outdoor activities industry to its current product portfolio, as IcyBreeze manufactures, markets, and sells portable air-conditioning products.

As part of the acquisition, the Company is required to make earnout payments that are contingent on the future performance of IcyBreeze. The fair value of the earnout was derived using a Monte Carlo simulation. It was determined the mean of $14.9 million was the most reasonable estimate of fair value as of the acquisition date. These contingent considerations represent stand-alone liabilities that are measured at fair value on a recurring basis and are considered a level 3 estimate. See Note 2, Significant Accounting Policies in our 2022 Form 10-K for additional information about the fair value framework and the levels within. The current portion of the earnout contingent consideration is included in accrued expenses and other current liabilities and the long-term portion of the earnout contingent consideration is included in other non-current liabilities within the consolidated balance sheets (unaudited).

Transaction related expenses incurred to date as a result of the acquisition of IcyBreeze amounted to $0.4 million and are recorded in other operating expenses within the consolidated statements of operations and comprehensive income (loss) (unaudited).

The excess enterprise value of IcyBreeze over the estimated fair value of assets and liabilities assumed was recorded as goodwill. Goodwill was recorded to reflect the excess purchase consideration over net assets acquired, which represents the value that is expected to be achieved from expanding the Company’s product offerings and other synergies related to the acquisition of IcyBreeze. The primary factor that contributed to the recognition of goodwill was the expected future revenue growth of IcyBreeze.
The Company accounted for the acquisition of IcyBreeze using the acquisition method of accounting in accordance with ASC 805. This required that assets acquired and liabilities assumed be measured at fair value. The Company determined, using level 3 inputs, the fair value of certain assets and liabilities including fixed assets, inventory and intangible assets. Fixed assets and inventory were fair valued using a mix of cost, comparative sales and market approaches. Specific to intangible assets, tradename and technology were valued using the relief from royalty method. The fair value of the assets acquired and liabilities assumed have been prepared on a preliminary basis with information currently available, and are subject to change. As of September 30, 2023, the purchase price accounting has not been finalized; however, the Company will complete the purchase price accounting within one year from the acquisition date as required by ASC 805.
On July 11, 2023, the parties to the acquisition, Solo Brands, LLC and IcyBreeze, entered into that certain First Amendment to Equity Purchase Agreement, that, among other things, revised the terms of the contingent consideration, resulting in an acceleration of the payment of the contingent consideration to the effective date for aggregate consideration of $15.3 million. The difference between the fair value of the contingent consideration of $14.9 million and the payment amount of $15.3 million was recorded in selling, general and administrative expenses on the consolidated statements of operations and comprehensive income (loss) (unaudited) as of September 30, 2023.
Net sales for TerraFlame and IcyBreeze for the three and nine months ended September 30, 2023 were $8.5 million and $9.6 million, respectively, and net income (loss) for the same periods was $2.2 million and $2.1 million, respectively.
v3.23.3
Inventory
 9 Months Ended
Sep. 30, 2023
Inventory Disclosure [Abstract]  
Inventory Inventory
Inventory consisted of the following:
September 30, 2023December 31, 2022
Finished products on hand$94,532 $112,126
Finished products in transit15,772 16,589
Raw materials3,773 4,275
Inventory$114,077 $132,990 
v3.23.3
Property and Equipment, net
 9 Months Ended
Sep. 30, 2023
Property, Plant and Equipment [Abstract]  
Property and Equipment, net Property and Equipment, net
Property and equipment, net consisted of the following:
September 30, 2023December 31, 2022
Machinery$14,800 $8,940
Leasehold improvements8,3766,959
Buildings4,421—
Computer, software, and other equipment2,868 2,003
Furniture and fixtures2,195 1,463
Land1,090—
Construction in progress34267
Property and equipment, gross34,092 19,432 
Accumulated depreciation(8,071)(4,266)
Property and equipment, net$26,021$15,166

Depreciation expense was $1.4 million and $3.8 million for the three and nine months ended September 30, 2023, compared to $0.9 million and $2.4 million for the three and nine months ended September 30, 2022, respectively. Depreciation expense is recorded to depreciation and amortization expenses on the consolidated statements of operations and comprehensive income (loss) (unaudited).
v3.23.3
Goodwill and Intangible Assets, net
 9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets, net Goodwill and Intangible Assets, net
Goodwill
In the third quarter of 2023, the Company identified a triggering event indicating the fair value of one or more of the Company’s reporting units more likely than not did not exceed their carrying values. The triggering event was an adverse change in the plan for each brand approved by the board of directors, resulting in a lower near-term forecast of future operating results. As a result, the Company performed an interim quantitative goodwill impairment test for all of its reporting units and determined that the fair value exceeded the carrying value for each reporting unit. As such, the interim quantitative test did not result in a goodwill impairment for the Company’s reporting units.
The carrying value of goodwill was as follows:

Balance, December 31, 2022
382,658
Acquisitions22,548
Balance, September 30, 2023
405,206 

Intangible Assets, net

Intangible assets consisted of the following:
September 30, 2023December 31, 2022
Gross carrying value
Brand$205,614 $196,114
Trademark33,566 33,566
Customer relationships31,805 28,605
Developed technology17,871 17,871
Patents12,511 2,883
Intangible assets, gross301,367 279,039 
Accumulated amortization and impairments
Brand(39,118)(29,146)
Trademark(1)
(7,747)(5,957)
Customer relationships(6,611)(4,542)
Developed technology(6,170)(4,255)
Patents(1,024)(507)
Accumulated amortization, gross(60,670)(44,407)
Intangible assets, net$240,697 $234,632 
(1) Includes impairment of trademark. See Note 7, Intangible Assets, net, to the audited consolidated financial statements included in the 2022 Form 10-K.
Amortization expense was $5.7 million and $16.3 million for the three and nine months ended September 30, 2023, compared to $5.3 million and $15.7 million for the three and nine months ended September 30, 2022. Amortization expense is recorded to depreciation and amortization expenses on the consolidated statements of operations and comprehensive income (loss) (unaudited).
v3.23.3
Accrued Expenses and Other Current Liabilities
 9 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
Accrued Expenses and Other Current Liabilities Accrued Expenses and Other Current Liabilities
Significant accrued expenses and other current liabilities were as follows:
September 30, 2023December 31, 2022
Inventory9,8037,543
Leases7,7346,889
Payroll6,9956,999
Non-income taxes3,9136,163
Allowance for sales returns3,6423,937
Marketing3,610451
Income taxes2,7425,490
Shipping costs1,0773,607
Other2,7032,298
Accrued expenses and other current liabilities$42,219$43,377
v3.23.3
Long-Term Debt, Net
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Long-Term Debt, Net Long-Term Debt, Net
Long-term debt, net consisted of the following:
Weighted-Average Interest Rate at September 30, 2023
September 30, 2023December 31, 2022
Term loan6.44 %$92,500 $96,250
Revolving credit facility6.50 %75,000 20,000
Unamortized debt issuance costs(2,222)(2,867)
Total debt, net of debt issuance costs165,278 113,383 
Less: current portion of long-term debt5,000 5,000
Long-term debt, net$160,278 $108,383 

Long-term debt, net approximates fair value and is valued using Level 2 inputs within the fair value hierarchy, as defined in Note 2, Significant Accounting Policies, in the 2022 Form 10-K.

The Company was in compliance with all covenants under all credit arrangements as of September 30, 2023.
v3.23.3
Leases
 9 Months Ended
Sep. 30, 2023
Leases [Abstract]  
Leases Leases
The following table presents the components of the total leased assets and lease liabilities and their classification in the Company's consolidated balance sheets (unaudited):

Classification in Consolidated Balance SheetsSeptember 30, 2023December 31, 2022
Right-of-use assets, net
Operating leases
Operating lease right-of-use assets$32,078 $34,259 
Finance leases
Other non-current assets851 — 
Total right-of-use assets, net
$32,929 $34,259 
Current lease liabilities
Operating leases
Accrued expenses and other current liabilities$7,590 $6,889 
Finance leases
Accrued expenses and other current liabilities144 — 
Long-term lease liabilities
Operating leases
Operating lease liabilities25,722 29,133 
Finance leases
Other non-current liabilities486 — 
Total lease liabilities
$33,942 $36,022 
The components of lease expense were as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Operating lease right-of-use expense$2,079 $1,861 $6,061 $4,891 
Finance lease expense:
Amortization of assets48 — 48 — 
Interest on lease liabilities23 — 23 — 
Total finance lease expense71 — 71 — 
Variable and short-term lease expense543 481 1,843 1,092 
Total lease expense$2,693$2,342$7,975$5,983

The weighted average remaining lease terms and discount rates were as follows:

September 30, 2023December 31, 2022
Weighted average remaining lease term (years)
Operating leases
4.415.05
Finance leases4.33— 
Weighted average discount rate
Operating leases
2.95 %2.66 %
Finance leases6.15 %— %

Cash flow and other information related to leases is included in the following table:

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Cash outflows for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases
$2,048$1,404$5,991$3,714
Lease right of use assets obtained in exchange for lease obligations
Operating leases
— 12,044 2,532 15,287 
Financing leases899 — 899 — 

Future maturities of lease liabilities as of September 30, 2023 were as follows:

Years Ending December 31,Operating LeasesFinance Leases
2023 (remaining three months)$2,140 $— 
20248,562 182 
20258,628 182 
20267,216 182 
20275,283 182 
Thereafter4,108 — 
Total lease payments35,937 728 
Less: imputed interest2,625 98 
Present value of lease liabilities$33,312 $630 
Leases Leases
The following table presents the components of the total leased assets and lease liabilities and their classification in the Company's consolidated balance sheets (unaudited):

Classification in Consolidated Balance SheetsSeptember 30, 2023December 31, 2022
Right-of-use assets, net
Operating leases
Operating lease right-of-use assets$32,078 $34,259 
Finance leases
Other non-current assets851 — 
Total right-of-use assets, net
$32,929 $34,259 
Current lease liabilities
Operating leases
Accrued expenses and other current liabilities$7,590 $6,889 
Finance leases
Accrued expenses and other current liabilities144 — 
Long-term lease liabilities
Operating leases
Operating lease liabilities25,722 29,133 
Finance leases
Other non-current liabilities486 — 
Total lease liabilities
$33,942 $36,022 
The components of lease expense were as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Operating lease right-of-use expense$2,079 $1,861 $6,061 $4,891 
Finance lease expense:
Amortization of assets48 — 48 — 
Interest on lease liabilities23 — 23 — 
Total finance lease expense71 — 71 — 
Variable and short-term lease expense543 481 1,843 1,092 
Total lease expense$2,693$2,342$7,975$5,983

The weighted average remaining lease terms and discount rates were as follows:

September 30, 2023December 31, 2022
Weighted average remaining lease term (years)
Operating leases
4.415.05
Finance leases4.33— 
Weighted average discount rate
Operating leases
2.95 %2.66 %
Finance leases6.15 %— %

Cash flow and other information related to leases is included in the following table:

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Cash outflows for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases
$2,048$1,404$5,991$3,714
Lease right of use assets obtained in exchange for lease obligations
Operating leases
— 12,044 2,532 15,287 
Financing leases899 — 899 — 

Future maturities of lease liabilities as of September 30, 2023 were as follows:

Years Ending December 31,Operating LeasesFinance Leases
2023 (remaining three months)$2,140 $— 
20248,562 182 
20258,628 182 
20267,216 182 
20275,283 182 
Thereafter4,108 — 
Total lease payments35,937 728 
Less: imputed interest2,625 98 
Present value of lease liabilities$33,312 $630 
v3.23.3
Equity-Based Compensation
 9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation Equity-Based Compensation
Summary of Equity-Based Compensation

The table below summarizes equity-based compensation expense recognized by award type:

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Common units$3,068 $3,368 $9,441 $10,241 
Restricted stock units1,037 899 2,965 2,507 
Performance stock units690 — 1,891 — 
Stock options169 59 417 435 
Employee stock purchase plan— — 52 30 
Total equity-based compensation$4,964 $4,326 $14,766 $13,213 

Common Units

A summary of the common units was as follows for the periods indicated (in thousands, except per share data):

Outstanding Common Units
Weighted Average Grant Date Fair Value Per Unit
Weighted Average Remaining Contractual Term (Years)
Aggregate Intrinsic Value
Unvested, December 31, 2022
1,193$13.121.16$15,655
Forfeited/canceled(63)12.00(756)
Vested(675)14.40(9,717)
Unvested, September 30, 2023
45511.380.435,182
Exercisable, September 30, 2023(1)
—$—$—
(1) Note there were performance and service-based units that vested by September 30, 2023. However, none of such units are exercisable under the Stockholders Agreement, as described in Note 12, Equity-Based Compensation, to the audited consolidated financial statements included in our 2022 Form 10-K.

Incentive Award Plan

Restricted Stock Units

The following table summarizes the activity related to the Company’s restricted stock units:

Restricted Stock Units Outstanding
Number of AwardsWeighted-Average Grant Date Fair Value
Outstanding, December 31, 2022
1,784 $6.05 
Granted361 4.80 
Vested and converted to shares(334)8.40 
Forfeited/canceled(336)6.73 
Outstanding, September 30, 2023
1,475 $5.06 

Performance Stock Units

The following table summarizes the activity related to the Company’s performance stock units:

Performance Stock Units Outstanding
Number of AwardsWeighted-Average Grant Date Fair Value
Outstanding, December 31, 2022
1,296 $3.86 
Granted150 5.41 
Forfeited/canceled(49)3.97 
Outstanding, September 30, 2023
1,397 $4.02 
Stock Options

The following table summarizes the activity related to the Company’s stock options:

Number of Stock OptionsWeighted-Average Grant Date Fair ValueWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (Years)
Aggregate Intrinsic Value (1)
Outstanding, December 31, 2022
687 $4.34 $8.29 4.98$— 
Forfeited or expired(217)3.72 6.44 — 
Vested(126)3.72 8.75 
Outstanding, September 30, 2023
344 $4.70 9.28 4.42— 
Exercisable, September 30, 2023(1)
188 $5.36 $11.46 — $3.3 
(1) The aggregate intrinsic value represents only those vested options that have a weighted-average exercise price below the closing Class A common stock price at the end of each period.

Employee Stock Purchase Plan

As of September 30, 2023, 139,032 shares of Class A common stock have been issued under the Solo Brands, Inc. 2021 Employee Stock Purchase Plan.
v3.23.3
Income Taxes
 9 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
Provision for Income Taxes

The effective income tax rate was 199.2% and (26.7)% for the three and nine months ended September 30, 2023, compared to 19.6% and 11.9% for the corresponding periods in 2022. The change for the three and nine months ended September 30, 2023 was primarily due to the current quarter release of the Company’s remaining valuation allowance against deferred tax assets. The three months ended September 30, 2023 effective tax rate of 199.2% is due to the income tax benefit on the current quarter valuation allowance release as compared to the small pre-tax loss for the three months ended September 30, 2023.

Income tax benefit for the three and nine months ended September 30, 2023 was $6.2 million and $3.3 million, respectively, compared to $1.0 million and $3.7 million in the corresponding periods for 2022, respectively. Income taxes represent federal, state, and local income taxes on the Company’s allocable share of taxable income of Holdings, as well as Oru's and Chubbies' federal and state tax expense and foreign tax expense related to international subsidiaries.

The weighted-average ownership interest in Holdings was 63.8% and 64.8% for the three and nine months ended September 30, 2023, respectively, and 67.0% for the three and nine months ended September 30, 2022.

Deferred Tax Assets and Liabilities

As of September 30, 2023, the total deferred tax liability related to the basis difference in the Company's investment in Holdings was $40.5 million. However, a portion of the total basis difference will only reverse upon the eventual sale of its interest in Holdings, which the Company expects would result in a capital loss. Previously, a valuation allowance was established against the deferred tax asset to which this portion relates. As of September 30, 2023, the Company concluded, based on the weight of all available positive and negative evidence, that all of the deferred tax assets are more likely than not to be realized. As a result, $6.7 million of the remaining valuation allowance on the partnership deferred tax assets was released in the quarter ended September 30, 2023. The remaining $0.3 million of the valuation allowance will be released through the effective tax rate during the quarter ending December 31, 2023.The Company’s valuation allowance previously decreased by $19.9 million during the six months ended June 30, 2023 primarily due to a remeasurement of its investment in partnership as a result of the secondary offering completed in May 2023.

During the three and nine months ended September 30, 2023, 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 13, Income Taxes, to the audited consolidated financial statements included in our 2022 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 September 30, 2023, the Company concluded, based on the weight of all available positive and negative evidence, that all of its deferred tax assets are more likely than not to be realized.

During the nine months ended September 30, 2023, the Company received a one-time refund payment of $5.1 million related to COVID-19 era employment tax, which is recorded to other non-operating (income) expense on the consolidated statements of operations and comprehensive income (loss) (unaudited).
v3.23.3
Net Income (Loss) Per Share
 9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Net Income (Loss) Per Share 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:

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net income (loss)
$3,083 $(4,020)$15,530 $(27,128)
Less: Net income (loss) attributable to non-controlling interests
(1,045)(1,816)3,054 (10,850)
Net income (loss) attributable to Solo Brands, Inc.
$4,128 $(2,204)$12,476 $(16,278)
Weighted average shares of Class A common stock outstanding - basic57,883 63,470 61,370 63,429 
Effect of dilutive securities485 — 211 — 
Weighted average shares of Class A common stock outstanding - diluted58,368 63,470 61,581 63,429 
Net income (loss) per share of Class A common stock outstanding - basic
$0.07 $(0.03)$0.20 $(0.26)
Net income (loss) per share of Class A common stock outstanding - diluted
$0.07 $(0.03)$0.20 $(0.26)

During the three months ended September 30, 2023 and 2022, 0.2 million and 0.6 million options and 0.4 million and 1.2 million restricted stock units, respectively, were not included in the computation of diluted net income per share because their effect would have been anti-dilutive. During the nine months ended September 30, 2023 and 2022, 0.3 million and 0.6 million options and 0.3 million and 1.2 million restricted stock units, respectively, were not included in the computation of diluted net income per share because their effect would have been anti-dilutive. The Company has determined that the performance stock units and the shares of Class B common stock will in all cases neither be dilutive nor anti-dilutive and has excluded them from the calculation of net income (loss) per Class A common stock for all periods presented.
v3.23.3
Equity
 9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Equity Equity
Class A Common Stock
    
During the three months ended September 30, 2023, the Board of Directors of the Company approved the repurchase of an aggregate of 627,286 shares of Class A common stock. During the nine months ended September 30, 2023, pursuant to the Stock Purchase Agreements, dated as of May 10, 2023 and July 12, 2023, by the Company and the selling stockholders party thereto, the Company repurchased 5,605,509 and 627,286 shares of its Class A common stock for $28.0 million and $3.1 million, respectively, which shares were subsequently retired in accordance with resolutions of the Board of Directors’, which is a classified as a non-cash financing activity within the statements of cash flows.

As of September 30, 2023, the Company has 468,767,205, shares of Class A common stock, par value 0.001 per share, authorized, a decrease from the balance as of December 31, 2022 of 475,000,000, as a result of the repurchase and retirement of an aggregate of 6,232,795 shares in the nine months ended 2023. Holders of Class A common stock are entitled to one vote per share on all matters presented to the stockholders in general. In the event of liquidation, dissolution or winding up, each holder of Class A common stock will be entitled to a pro rata distribution of any assets available for distribution to common stockholders.
v3.23.3
Barter Arrangements
 9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Barter Arrangements Barter Arrangements
In the third quarter of 2023, the Company entered into a trade credit agreement with a third-party vendor, whereby the Company provided inventory in exchange for trade credits to be used for purchases of media advertising with the third-party provider. The Company exchanged $7.2 million of inventory for trade credits during the three and nine month periods ended September 30, 2023. As of September 30, 2023, the Company had fully recognized the $7.2 million as a part of net sales.

As of September 30, 2023, The Company had $7.2 million of unused trade credits remaining, which are included in other non-current assets on the consolidated balance sheets (unaudited).

The Company accounts for barter transactions under ASC 606. Barter transactions with commercial substance are recorded at the estimated fair value of the products exchanged, unless the products and/or services received have a more readily determinable estimated fair value. Revenue associated with barter transactions is recorded upon shipment of the inventory consistent with the Company’s standard shipping terms.
v3.23.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.23.3
Significant Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
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 SEC. The unaudited consolidated financial statements include the wholly-owned subsidiaries. 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 2022 Form 10-K. Certain prior period amounts have been conformed to the current period’s presentation.
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.
Accounts Receivable, net Accounts receivable, net consist of amounts due to the Company from retailers and direct-to-corporate customers. Accounts receivable, net are recorded at invoiced amounts, less contractual allowances for trade terms, sales incentive programs, and discounts. The Company maintains an allowance for expected credit losses that will result from the inability of customers to make required payments. The allowance is determined based on a review of specific customer accounts where the collection is doubtful, as well as an assessment of the collectability of total receivables considering the aging of balances, historical and anticipated trends, and other factors. All accounts are subject to an ongoing review of ultimate collectability. Receivables are written off against the allowance when it is probable the amounts will not be recovered.
Business Combinations The Company applies the acquisition method to all transactions and other events in which the Company obtains control over one or more other businesses. Assets acquired and liabilities assumed are measured at fair value as of the acquisition date. Liabilities related to contingent consideration are recognized at the acquisition date and re-measured at fair value in each subsequent reporting period. Goodwill is recognized if the consideration transferred exceeds the fair value of the net assets acquired.
Commitments and Contingencies From time to time, the Company is involved in various legal proceedings that arise in the normal course of business. 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 Company is not currently a party to any pending litigation that it considers material. Therefore, the consolidated balance sheets do not include a liability for any potential obligations as of September 30, 2023 and December 31, 2022.
Recently Adopted Accounting Pronouncements, Recently Issued Accounting Pronouncements - Not Yet Adopted
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments. The ASU includes changes to the accounting and measurement of financial assets, including the Company’s accounts receivable, by requiring the Company to recognize an allowance for all expected losses over the life of the financial asset at origination. Prior to adoption of this ASU, an allowance was not recognized until the losses were considered probable. In November 2019, the FASB issued ASU 2019-10, deferring the effective date of ASU 2016-13 to annual periods beginning after December 15, 2022. The Company adopted this standard on January 1, 2023 using the modified retrospective transition approach to the beginning of the year of adoption. Based on the evaluation of potential financial statement impacts performed by management, the Company did not record an adjustment to opening retained earnings. The adoption of this standard has not had and is not expected to have a material impact on the Company’s consolidated financial statements. Additionally, the Company modified its accounting policy to conform with the requirements of the adoption of this standard.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, an update that provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The optional guidance is provided to ease the potential burden of accounting for reference rate reform. The guidance was effective as of March 12, 2020. In December 2022, the FASB issued ASU 2022-06, deferring the date through which Topic 848 is available for contract modifications to December 31, 2024. Due to the forthcoming discontinuation of LIBOR and under the relief provided by Topic 848, the Company modified the terms of its Revolving Credit Facility and Term Loan (as defined in the Company’s 2022 Form 10-K) by replacing references to LIBOR with references to the adjusted secured overnight financing rate (“SOFR”). The adoption of Topic 848 and the related modification to the agreements did not have a significant impact on the Company’s consolidated financial statements and disclosures. The Company did not have any other agreements or transactions that would be impacted by the adoption of Topic 848.

Recently Issued Accounting Pronouncements - Not Yet Adopted
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance is effective for annual periods beginning after December 15, 2023, including interim periods therein, with early adoption permitted. The guidance will be applied prospectively to acquisitions occurring on or after the effective date. The Company will continue to evaluate the impact of this guidance, which will depend on the contract assets and liabilities acquired in future business combinations.
v3.23.3
Revenue (Tables)
 9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Net Sales
The following table disaggregates net sales by channel:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net sales by channel
Direct-to-consumer$76,337$86,306$230,737$262,632
Wholesale33,987 15,856 98,721 57,752 
Net sales$110,324$102,162$329,458$320,384
v3.23.3
Inventory (Tables)
 9 Months Ended
Sep. 30, 2023
Inventory Disclosure [Abstract]  
Schedule of Inventory
Inventory consisted of the following:
September 30, 2023December 31, 2022
Finished products on hand$94,532 $112,126
Finished products in transit15,772 16,589
Raw materials3,773 4,275
Inventory$114,077 $132,990 
v3.23.3
Property and Equipment, net (Tables)
 9 Months Ended
Sep. 30, 2023
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment, net Property and equipment, net consisted of the following:
September 30, 2023December 31, 2022
Machinery$14,800 $8,940
Leasehold improvements8,3766,959
Buildings4,421—
Computer, software, and other equipment2,868 2,003
Furniture and fixtures2,195 1,463
Land1,090—
Construction in progress34267
Property and equipment, gross34,092 19,432 
Accumulated depreciation(8,071)(4,266)
Property and equipment, net$26,021$15,166
v3.23.3
Goodwill and Intangible Assets, net (Tables)
 9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of the Carrying Value of Goodwill
The carrying value of goodwill was as follows:

Balance, December 31, 2022
382,658
Acquisitions22,548
Balance, September 30, 2023
405,206 
Schedule of Intangible Assets
Intangible assets consisted of the following:
September 30, 2023December 31, 2022
Gross carrying value
Brand$205,614 $196,114
Trademark33,566 33,566
Customer relationships31,805 28,605
Developed technology17,871 17,871
Patents12,511 2,883
Intangible assets, gross301,367 279,039 
Accumulated amortization and impairments
Brand(39,118)(29,146)
Trademark(1)
(7,747)(5,957)
Customer relationships(6,611)(4,542)
Developed technology(6,170)(4,255)
Patents(1,024)(507)
Accumulated amortization, gross(60,670)(44,407)
Intangible assets, net$240,697 $234,632 
(1) Includes impairment of trademark. See Note 7, Intangible Assets, net, to the audited consolidated financial statements included in the 2022 Form 10-K.
v3.23.3
Accrued Expenses and Other Current Liabilities (Tables)
 9 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
Schedule of Accrued Expenses and Other Current Liabilities
Significant accrued expenses and other current liabilities were as follows:
September 30, 2023December 31, 2022
Inventory9,8037,543
Leases7,7346,889
Payroll6,9956,999
Non-income taxes3,9136,163
Allowance for sales returns3,6423,937
Marketing3,610451
Income taxes2,7425,490
Shipping costs1,0773,607
Other2,7032,298
Accrued expenses and other current liabilities$42,219$43,377
v3.23.3
Long-Term Debt, Net (Tables)
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
Long-term debt, net consisted of the following:
Weighted-Average Interest Rate at September 30, 2023
September 30, 2023December 31, 2022
Term loan6.44 %$92,500 $96,250
Revolving credit facility6.50 %75,000 20,000
Unamortized debt issuance costs(2,222)(2,867)
Total debt, net of debt issuance costs165,278 113,383 
Less: current portion of long-term debt5,000 5,000
Long-term debt, net$160,278 $108,383 
v3.23.3
Leases (Tables)
 9 Months Ended
Sep. 30, 2023
Leases [Abstract]  
Schedule of Operating Lease Assets and Liabilities
The following table presents the components of the total leased assets and lease liabilities and their classification in the Company's consolidated balance sheets (unaudited):

Classification in Consolidated Balance SheetsSeptember 30, 2023December 31, 2022
Right-of-use assets, net
Operating leases
Operating lease right-of-use assets$32,078 $34,259 
Finance leases
Other non-current assets851 — 
Total right-of-use assets, net
$32,929 $34,259 
Current lease liabilities
Operating leases
Accrued expenses and other current liabilities$7,590 $6,889 
Finance leases
Accrued expenses and other current liabilities144 — 
Long-term lease liabilities
Operating leases
Operating lease liabilities25,722 29,133 
Finance leases
Other non-current liabilities486 — 
Total lease liabilities
$33,942 $36,022 
Schedule of Components of Lease Expense
The components of lease expense were as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Operating lease right-of-use expense$2,079 $1,861 $6,061 $4,891 
Finance lease expense:
Amortization of assets48 — 48 — 
Interest on lease liabilities23 — 23 — 
Total finance lease expense71 — 71 — 
Variable and short-term lease expense543 481 1,843 1,092 
Total lease expense$2,693$2,342$7,975$5,983

The weighted average remaining lease terms and discount rates were as follows:

September 30, 2023December 31, 2022
Weighted average remaining lease term (years)
Operating leases
4.415.05
Finance leases4.33— 
Weighted average discount rate
Operating leases
2.95 %2.66 %
Finance leases6.15 %— %

Cash flow and other information related to leases is included in the following table:

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Cash outflows for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases
$2,048$1,404$5,991$3,714
Lease right of use assets obtained in exchange for lease obligations
Operating leases
— 12,044 2,532 15,287 
Financing leases899 — 899 — 
Schedule of Future Maturities of Operating Lease Liabilities
Future maturities of lease liabilities as of September 30, 2023 were as follows:

Years Ending December 31,Operating LeasesFinance Leases
2023 (remaining three months)$2,140 $— 
20248,562 182 
20258,628 182 
20267,216 182 
20275,283 182 
Thereafter4,108 — 
Total lease payments35,937 728 
Less: imputed interest2,625 98 
Present value of lease liabilities$33,312 $630 
Schedule of Future Maturities of Finance Lease Liabilities
Future maturities of lease liabilities as of September 30, 2023 were as follows:

Years Ending December 31,Operating LeasesFinance Leases
2023 (remaining three months)$2,140 $— 
20248,562 182 
20258,628 182 
20267,216 182 
20275,283 182 
Thereafter4,108 — 
Total lease payments35,937 728 
Less: imputed interest2,625 98 
Present value of lease liabilities$33,312 $630 
v3.23.3
Equity-Based Compensation (Tables)
 9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Summary of Equity-based Compensation Expense
The table below summarizes equity-based compensation expense recognized by award type:

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Common units$3,068 $3,368 $9,441 $10,241 
Restricted stock units1,037 899 2,965 2,507 
Performance stock units690 — 1,891 — 
Stock options169 59 417 435 
Employee stock purchase plan— — 52 30 
Total equity-based compensation$4,964 $4,326 $14,766 $13,213 
Schedule of Common Units and Stock Options Activity
A summary of the common units was as follows for the periods indicated (in thousands, except per share data):

Outstanding Common Units
Weighted Average Grant Date Fair Value Per Unit
Weighted Average Remaining Contractual Term (Years)
Aggregate Intrinsic Value
Unvested, December 31, 2022
1,193$13.121.16$15,655
Forfeited/canceled(63)12.00(756)
Vested(675)14.40(9,717)
Unvested, September 30, 2023
45511.380.435,182
Exercisable, September 30, 2023(1)
—$—$—
(1) Note there were performance and service-based units that vested by September 30, 2023. However, none of such units are exercisable under the Stockholders Agreement, as described in Note 12, Equity-Based Compensation, to the audited consolidated financial statements included in our 2022 Form 10-K.
The following table summarizes the activity related to the Company’s stock options:

Number of Stock OptionsWeighted-Average Grant Date Fair ValueWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (Years)
Aggregate Intrinsic Value (1)
Outstanding, December 31, 2022
687 $4.34 $8.29 4.98$— 
Forfeited or expired(217)3.72 6.44 — 
Vested(126)3.72 8.75 
Outstanding, September 30, 2023
344 $4.70 9.28 4.42— 
Exercisable, September 30, 2023(1)
188 $5.36 $11.46 — $3.3 
(1) The aggregate intrinsic value represents only those vested options that have a weighted-average exercise price below the closing Class A common stock price at the end of each period.
Schedule of Restricted Stock Units Activity
The following table summarizes the activity related to the Company’s restricted stock units:

Restricted Stock Units Outstanding
Number of AwardsWeighted-Average Grant Date Fair Value
Outstanding, December 31, 2022
1,784 $6.05 
Granted361 4.80 
Vested and converted to shares(334)8.40 
Forfeited/canceled(336)6.73 
Outstanding, September 30, 2023
1,475 $5.06 
The following table summarizes the activity related to the Company’s performance stock units:

Performance Stock Units Outstanding
Number of AwardsWeighted-Average Grant Date Fair Value
Outstanding, December 31, 2022
1,296 $3.86 
Granted150 5.41 
Forfeited/canceled(49)3.97 
Outstanding, September 30, 2023
1,397 $4.02 
v3.23.3
Net Income (Loss) Per Share (Tables)
 9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Schedule of Basic and Diluted Net Income (Loss) Per Share and Weighted-Average Common Shares Outstanding
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:

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net income (loss)
$3,083 $(4,020)$15,530 $(27,128)
Less: Net income (loss) attributable to non-controlling interests
(1,045)(1,816)3,054 (10,850)
Net income (loss) attributable to Solo Brands, Inc.
$4,128 $(2,204)$12,476 $(16,278)
Weighted average shares of Class A common stock outstanding - basic57,883 63,470 61,370 63,429 
Effect of dilutive securities485 — 211 — 
Weighted average shares of Class A common stock outstanding - diluted58,368 63,470 61,581 63,429 
Net income (loss) per share of Class A common stock outstanding - basic
$0.07 $(0.03)$0.20 $(0.26)
Net income (loss) per share of Class A common stock outstanding - diluted
$0.07 $(0.03)$0.20 $(0.26)
v3.23.3
Revenue - Schedule of Disaggregation of Net Sales (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Disaggregation of Revenue [Line Items]        
Net sales $ 110,324 $ 102,162 $ 329,458 $ 320,384
Direct-to-consumer        
Disaggregation of Revenue [Line Items]        
Net sales 76,337 86,306 230,737 262,632
Wholesale        
Disaggregation of Revenue [Line Items]        
Net sales $ 33,987 $ 15,856 $ 98,721 $ 57,752
v3.23.3
Acquisitions - Sconberg Narrative (Details) - USD ($)
$ in Thousands
 5 Months Ended 9 Months Ended
May 01, 2023
Sep. 30, 2023
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Business Acquisition [Line Items]          
Property and equipment, net   $ 26,021 $ 26,021   $ 15,166
Goodwill   405,206 405,206   $ 382,658
Payments of contingent consideration     9,386 $ 0  
Sconberg LLC (TerraFlame)          
Business Acquisition [Line Items]          
Purchase option voting interest acquired 100.00%        
Cash consideration for acquisition $ 13,200        
Acquired consideration paid 5,500        
Business combination, recognized identifiable assets acquired and liabilities assumed, contingent liability 7,700        
Intangible assets, net 5,600        
Property and equipment, net 4,300        
Goodwill $ 1,900        
Acquisition related costs   500      
Contingent consideration reduction   (2,600)      
Sconberg LLC (TerraFlame) | Earnout Contingent Consideration          
Business Acquisition [Line Items]          
Payments of contingent consideration   5,100      
Sconberg LLC (TerraFlame) | Weighted Average | Earnout Contingent Consideration          
Business Acquisition [Line Items]          
Earnout contingent consideration   2,600 2,600    
Sconberg LLC (TerraFlame) | Minimum | Earnout Contingent Consideration          
Business Acquisition [Line Items]          
Earnout contingent consideration   0 0    
Sconberg LLC (TerraFlame) | Maximum | Earnout Contingent Consideration          
Business Acquisition [Line Items]          
Earnout contingent consideration   $ 2,800 $ 2,800    
v3.23.3
Acquisitions - IcyBreeze Colling Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 5 Months Ended 9 Months Ended
Jul. 11, 2023
Jul. 01, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Business Acquisition [Line Items]                        
Inventory     $ 114,077           $ 114,077 $ 114,077   $ 132,990
Property and equipment, net     26,021           26,021 26,021   15,166
Goodwill     405,206           405,206 405,206   $ 382,658
Payments of contingent consideration                   9,386 $ 0  
Net sales, acquisitions     110,324     $ 102,162       329,458 320,384  
Net income (loss), acquisitions     3,083 $ 11,514 $ 933 $ (4,020) $ (19,873) $ (3,235)   15,530 $ (27,128)  
IcyBreeze Cooling LLC                        
Business Acquisition [Line Items]                        
Purchase option voting interest acquired   100.00%                    
Cash consideration for acquisition   $ 52,100                    
Acquired consideration paid   30,000                    
Cash acquired from acquisition   7,400                    
Business combination, recognized identifiable assets acquired and liabilities assumed, contingent liability   14,900                    
Intangible assets, net   16,100                    
Inventory   4,400                    
Property and equipment, net   4,200                    
Goodwill   20,700                    
Acquisition related costs                 $ 400      
Earnout contingent consideration $ 14,900                      
Payments of contingent consideration $ 15,300                      
IcyBreeze Cooling LLC | Earnout Contingent Consideration | Weighted Average                        
Business Acquisition [Line Items]                        
Earnout contingent consideration   $ 14,900                    
Sconberg LLC (TerraFlame) And IcyBreeze Colling LLC | Pro Forma                        
Business Acquisition [Line Items]                        
Net sales, acquisitions     8,500             9,600    
Net income (loss), acquisitions     $ 2,200             $ 2,100    
v3.23.3
Inventory (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Finished products on hand $ 94,532 $ 112,126
Finished products in transit 15,772 16,589
Raw materials 3,773 4,275
Inventory $ 114,077 $ 132,990
v3.23.3
Property and Equipment, net - Schedule of Property and Equipment, net (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 34,092 $ 19,432
Accumulated depreciation (8,071) (4,266)
Property and equipment, net 26,021 15,166
Machinery    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 14,800 8,940
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 8,376 6,959
Buildings    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 4,421 0
Computer, software, and other equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 2,868 2,003
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 2,195 1,463
Land    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 1,090 0
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 342 $ 67
v3.23.3
Property and Equipment, net - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Property, Plant and Equipment [Abstract]        
Depreciation expense $ 1.4 $ 0.9 $ 3.8 $ 2.4
v3.23.3
Goodwill and Intangible Assets, net- Schedule of the Carrying Value of Goodwill (Details)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
USD ($)
Goodwill [Roll Forward]  
Goodwill, beginning balance $ 382,658
Acquisitions 22,548
Goodwill, ending balance $ 405,206
v3.23.3
Goodwill and Intangible Assets, net- Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, gross $ 301,367 $ 279,039
Accumulated amortization, gross (60,670) (44,407)
Intangible assets, net 240,697 234,632
Brand    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, gross 205,614 196,114
Accumulated amortization, gross (39,118) (29,146)
Trademark    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, gross 33,566 33,566
Accumulated amortization, gross (7,747) (5,957)
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, gross 31,805 28,605
Accumulated amortization, gross (6,611) (4,542)
Developed technology    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, gross 17,871 17,871
Accumulated amortization, gross (6,170) (4,255)
Patents    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, gross 12,511 2,883
Accumulated amortization, gross $ (1,024) $ (507)
v3.23.3
Goodwill and Intangible Assets, net- Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization of intangible assets $ 5,700 $ 5,300 $ 16,263 $ 15,748
v3.23.3
Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]    
Inventory $ 9,803 $ 7,543
Leases 7,734 6,889
Payroll 6,995 6,999
Non-income taxes 3,913 6,163
Allowance for sales returns 3,642 3,937
Marketing 3,610 451
Income taxes 2,742 5,490
Shipping costs 1,077 3,607
Other 2,703 2,298
Accrued expenses and other current liabilities $ 42,219 $ 43,377
v3.23.3
Long-Term Debt, Net (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Unamortized debt issuance costs $ (2,222) $ (2,867)
Total debt, net of debt issuance costs 165,278 113,383
Less: current portion of long-term debt 5,000 5,000
Long-term debt, net $ 160,278 108,383
Term loan    
Debt Instrument [Line Items]    
Weighted average interest rate (as a percent) 6.44%  
Total debt, gross $ 92,500 96,250
Revolving credit facility | Revolving credit facility    
Debt Instrument [Line Items]    
Weighted average interest rate (as a percent) 6.50%  
Total debt, gross $ 75,000 $ 20,000
v3.23.3
Leases - Schedule of Components of the Total Leased Assets and Lease Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Leases [Abstract]    
Right-of-use assets, net, operating leases $ 32,078 $ 34,259
Right-of-use assets, net, finance leases 851 0
Total right-of-use assets, net 32,929 34,259
Current lease liabilities, operating leases 7,590 6,889
Current lease liabilities, finance leases 144 0
Long-term lease liabilities, operating leases 25,722 29,133
Long-term lease liabilities, finance leases 486 0
Total lease liabilities $ 33,942 $ 36,022
Finance lease, right-of-use asset, statement of financial position [Extensible Enumeration] Other non-current assets Other non-current assets
Operating lease, liability, current, statement of financial position [Extensible Enumeration] Accrued expenses and other current liabilities Accrued expenses and other current liabilities
Finance lease, liability, current, statement of financial position [Extensible Enumeration] Accrued expenses and other current liabilities Accrued expenses and other current liabilities
Finance lease, liability, noncurrent, statement of financial position [Extensible Enumeration] Other non-current liabilities Other non-current liabilities
v3.23.3
Leases - Schedule of Components of Lease Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Leases [Abstract]        
Operating lease right-of-use expense $ 2,079 $ 1,861 $ 6,061 $ 4,891
Finance lease expense:        
Amortization of assets 48 0 48 0
Interest on lease liabilities 23 0 23 0
Total finance lease expense 71 0 71 0
Variable and short-term lease expense 543 481 1,843 1,092
Total lease expense $ 2,693 $ 2,342 $ 7,975 $ 5,983
v3.23.3
Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details)
Sep. 30, 2023
Dec. 31, 2022
Weighted average remaining lease term (years)    
Operating leases 4 years 4 months 28 days 5 years 18 days
Finance leases 4 years 3 months 29 days 0 years
Weighted average discount rate    
Operating leases 2.95% 2.66%
Finance leases 6.15% 0.00%
v3.23.3
Leases - Schedule of Cash Flow and Other Information Related to Leases (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Cash outflows for amounts included in the measurement of lease liabilities        
Operating cash outflows from operating leases $ 2,048 $ 1,404 $ 5,991 $ 3,714
Lease right of use assets obtained in exchange for lease obligations        
Operating leases 0 12,044 2,532 15,287
Financing leases $ 899 $ 0 $ 899 $ 0
v3.23.3
Leases - Schedule of Future Maturities of Operating and Financing Lease Liabilities (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Operating Leases  
2023 (remaining three months) $ 2,140
2024 8,562
2025 8,628
2026 7,216
2027 5,283
Thereafter 4,108
Total lease payments 35,937
Less: imputed interest 2,625
Present value of lease liabilities 33,312
Finance Leases  
2023 (remaining three months) 0
2024 182
2025 182
2026 182
2027 182
Thereafter 0
Total lease payments 728
Less: imputed interest 98
Present value of lease liabilities $ 630
v3.23.3
Equity-Based Compensation - Schedule of Equity -Based Compensation Arrangements by Share-Based Payment Award (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total equity-based compensation $ 4,964 $ 4,326 $ 14,766 $ 13,213
Common units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total equity-based compensation 3,068 3,368 9,441 10,241
Restricted stock units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total equity-based compensation 1,037 899 2,965 2,507
Performance stock units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total equity-based compensation 690 0 1,891 0
Stock options        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total equity-based compensation 169 59 417 435
Employee stock purchase plan        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total equity-based compensation $ 0 $ 0 $ 52 $ 30
v3.23.3
Equity-Based Compensation - Summary of Common Units (Details) - Common units - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Outstanding Common Units    
Beginning balance (in shares) 1,193  
Forfeited/canceled (in shares) (63)  
Vested (in shares) (675)  
Ending balance (in shares) 455 1,193
Exercisable (in shares) 0  
Weighted Average Grant Date Fair Value Per Unit    
Beginning balance (in dollars per share) $ 13.12  
Forfeited and cancelled (in dollars per share) 12.00  
Vested (in dollars per share) 14.40  
Ending balance (in dollars per share) 11.38 $ 13.12
Exercisable, weighted-average exercise price (in dollars per share) $ 0  
Weighted Average Remaining Contractual Term (Years)    
Outstanding 5 months 4 days 1 year 1 month 28 days
Aggregate Intrinsic Value    
Beginning balance $ 15,655  
Forfeited/canceled 756  
Vested 9,717  
Ending balance 5,182 $ 15,655
Exercisable, aggregate intrinsic value $ 0  
v3.23.3
Equity-Based Compensation - Schedule of Restricted Stock Units and Performance Stock Units (Details)
 9 Months Ended
Sep. 30, 2023
$ / shares
shares
Restricted stock units  
Number of Awards  
Outstanding at beginning of period (in shares) | shares 1,784,000
Granted (in shares) | shares 361,000
Vested and converted to shares (in shares) | shares (334,000)
Forfeited/canceled (in shares) | shares (336,000)
Outstanding at end of period (in shares) | shares 1,475,000
Weighted-Average Grant Date Fair Value  
Outstanding at beginning of period (in dollars per share) | $ / shares $ 6.05
Granted (in dollars per share) | $ / shares 4.80
Vested and converted to shares (in dollars per share) | $ / shares 8.40
Forfeited/canceled (in dollars per share) | $ / shares 6.73
Outstanding at end of period (in dollars per share) | $ / shares $ 5.06
Performance stock units  
Number of Awards  
Outstanding at beginning of period (in shares) | shares 1,296,000
Granted (in shares) | shares 150,000
Forfeited/canceled (in shares) | shares (49,000)
Outstanding at end of period (in shares) | shares 1,397,000
Weighted-Average Grant Date Fair Value  
Outstanding at beginning of period (in dollars per share) | $ / shares $ 3.86
Granted (in dollars per share) | $ / shares 5.41
Forfeited/canceled (in dollars per share) | $ / shares 3.97
Outstanding at end of period (in dollars per share) | $ / shares $ 4.02
v3.23.3
Equity-Based Compensation - Summary of Stock Options (Details) - Stock options - Incentive Award Plan - USD ($)
$ / shares in Units, shares in Thousands
 9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Number of Stock Options    
Beginning balance (in shares) 687  
Forfeited or expired (in shares) (217)  
Vested (in shares) (126)  
Ending balance (in shares) 344 687
Exercisable (in shares) 188  
Weighted-Average Grant Date Fair Value    
Beginning balance (in dollars per share) $ 4.34  
Forfeited or expired (in dollars per share) 3.72  
Vested (in dollars per share) 3.72  
Ending balance (in dollars per share) 4.70 $ 4.34
Exercisable, weighted-average exercise price (in dollars per share) 5.36  
Weighted-Average Exercise Price    
Beginning balance (in dollars per share) 8.29  
Forfeited or expired (in dollars per share) 6.44  
Vested (in dollars per share) 8.75  
Ending balance (in dollars per share) 9.28 $ 8.29
Exercisable, weighted-average exercise price (in dollars per share) $ 11.46  
Weighted-Average Remaining Contractual Term (Years)    
Outstanding 4 years 5 months 1 day 4 years 11 months 23 days
Aggregate Intrinsic Value    
Beginning balance $ 0  
Ending balance 0 $ 0
Exercisable, aggregate intrinsic value $ 3,300  
v3.23.3
Equity-Based Compensation - Employee Stock Purchase Plan (Details)
 9 Months Ended
Sep. 30, 2023
shares
Employee stock purchase plan  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Shares issued (in shares) 139,032
v3.23.3
Income Taxes (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended 9 Months Ended
Dec. 31, 2023
Sep. 30, 2023
Sep. 30, 2022
Jun. 30, 2023
Sep. 30, 2023
Sep. 30, 2022
Operating Loss Carryforwards [Line Items]            
Effective tax rate (as a percent)   199.20% 19.60%   (26.70%) 11.90%
Income tax (benefit)   $ (6,191) $ (980)   $ (3,272) $ (3,677)
Deferred tax liabilities, investment in holdings   40,500     40,500  
Valuation allowance decrease   $ 6,700   $ 19,900    
Income tax refund payment         $ 5,100  
Subsidiaries            
Operating Loss Carryforwards [Line Items]            
Weighted average ownership interest (as a percent)   63.80% 67.00%   64.80% 67.00%
Subsequent Event            
Operating Loss Carryforwards [Line Items]            
Valuation allowance decrease $ 300          
v3.23.3
Net Income (Loss) Per Share - Schedule of Basic and Diluted Net (Loss) Income Per Share and Weighted-Average Common Shares Outstanding (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Earnings Per Share [Abstract]                
Net income (loss) $ 3,083 $ 11,514 $ 933 $ (4,020) $ (19,873) $ (3,235) $ 15,530 $ (27,128)
Less: Net income (loss) attributable to non-controlling interests (1,045)     (1,816)     3,054 (10,850)
Net income (loss) attributable to Solo Brands, Inc. 4,128     (2,204)     12,476 (16,278)
Net income (loss) attributable to Solo Brands, Inc. $ 4,128     $ (2,204)     $ 12,476 $ (16,278)
Weighted average shares of Class A common stock outstanding - basic (in shares) 57,883     63,470     61,370 63,429
Effect of dilutive securities (in shares) 485     0     211 0
Weighted average shares of Class A common stock outstanding - diluted (in shares) 58,368     63,470     61,581 63,429
Income (loss) per share of Class A common stock outstanding - basic (in dollars per share) $ 0.07     $ (0.03)     $ 0.20 $ (0.26)
Income (loss) per share of Class A common stock outstanding - diluted (in dollars per share) $ 0.07     $ (0.03)     $ 0.20 $ (0.26)
v3.23.3
Net Income (Loss) Per Share - Narrative (Details) - shares
shares in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Stock options        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share (in shares) 0.2 0.6 0.3 0.6
Restricted stock units        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share (in shares) 0.4 1.2 0.3 1.2
v3.23.3
Equity (Details) - Class A Common Stock - USD ($)
$ / shares in Units, $ in Millions
 9 Months Ended
Jul. 12, 2023
May 10, 2023
Sep. 30, 2023
Dec. 31, 2022
Class of Stock [Line Items]        
Stock repurchase program, number of shares authorized to be repurchased (in shares)     627,286  
Stock repurchased and retired (in shares) 627,286 5,605,509 6,232,795  
Stock repurchased and retired during period, value $ 3.1 $ 28.0    
Common stock authorized (in shares)     468,767,205 475,000,000
Common stock par value (in dollars per share)     $ 0.001 $ 0.001
Voting rights description     Holders of Class A common stock are entitled to one vote per share on all matters presented to the stockholders in general. In the event of liquidation, dissolution or winding up, each holder of Class A common stock will be entitled to a pro rata distribution of any assets available for distribution to common stockholders.  
v3.23.3
Barter Arrangements (Details)
$ in Millions
Sep. 30, 2023
USD ($)
Segment Reporting [Abstract]  
Exchange of trade credits $ 7.2
Recognizion of net sales 7.2
Unused media credits $ 7.2