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Registrant’s Telephone Number, Including Area Code
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iClass A Common Stock, $0.001 par value per share
iDTC
iNew
York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. iYes☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). iYes☒ No ☐
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Smaller reporting company
i☐
Accelerated
filer
☐
Emerging growth company
i☒
iNon-accelerated
filer
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. i☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No i☒
As of August 8, 2022, there were i63,472,851
shares of the registrant’s Class A common stock, $0.001 par value per share, outstanding and i31,386,998 shares of the registrant’s Class B common stock, $0.001 par value per share, outstanding.
This
Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,”“will,”“should,”“expects,”“plans,”“anticipates,”“could,”“intends,”“targets,”“projects,”“contemplates,”“believes,”“estimates,”“forecasts,”“predicts,”“potential” or “continue” or the negative of these terms or other similar expressions.
Forward-looking statements contained in this Quarterly Report include, but are not limited to statements regarding our future results of operations and financial position, industry and business trends, business strategy, plans, market growth and our objectives for future operations.
The forward-looking statements in this Quarterly Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including,
but not limited to, our ability to manage our future growth effectively, our ability to expand into additional markets; our ability to maintain and strengthen our brand to generate and maintain ongoing demand for our products, our ability to cost-effectively attract new customers and retain our existing customers; our failure to maintain product quality and product performance at an acceptable cost, the impact of product liability and warranty claims and product recalls; the highly competitive market in which we operate, business interruptions resulting from geopolitical actions, natural disasters, or impacts of the COVID-19 pandemic, risks associated with our international operations, problems with, or loss of, our suppliers or an inability to obtain raw materials, the ability of our stockholders to influence corporate matters, and the important factors discussed in Part I, Item 1A. “Risk Factors” in the Annual Report on Form 10-K for the year ended December
31, 2021 (“2021 Form 10-K”) filed with Securities and Exchange Commission (the “SEC”) on March 30, 2022. The forward-looking statements in this Quarterly Report are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You should read this Quarterly Report and the documents that we reference in this Quarterly Report and have filed as exhibits to this Quarterly Report with the understanding that
our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report, whether as a result of any new information, future events or otherwise.
WHERE YOU CAN FIND MORE INFORMATION
We may use our website as a distribution channel
of material information about the Company including through press releases, investor presentations, and notices of upcoming events. We intend to utilize the investor relations section of our website at https://investors.solobrands.com as a channel of distribution to reach public investors and as a means of disclosing material non-public information for complying with disclosure obligations under Regulation FD. We also intend to use certain social media channels, including, but not limited to, Twitter, Facebook
and LinkedIn, as a means of communicating with the public, our customers and investors about our Company, our products, and other matters. While not all the information that the Company posts to its website and social media channels may be deemed to be of a material nature, some information may be, and we therefore encourage investors, the media, and others interested in our Company to review the information we make public in these locations.
All periodic and current reports, registration statements and other filings that
we have filed or furnished to the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act, are available free of charge from the SEC’s website (www.sec.gov) and on our website at https://investors.solobrands.com. Such documents are available as soon as reasonably practicable after electronic filing of the material with the SEC.
Any
reference to our website or social media channels does not constitute incorporation by reference of the information contained on or available through our website, and you should not consider such information to be a part of the periodic and current reports, registration statements or other filings that we file or furnish with the SEC from time to time.
i
Basis of Presentation
This
Quarterly Report includes a period prior to the completion of the initial public offering (“IPO”) on October 28, 2021. In connection with the completion of the IPO, we effected certain reorganization transactions collectively referred to as the “Reorganization Transactions.” Unless stated otherwise, this Quarterly Report contains information before the IPO about Solo Stove Holdings, LLC, which we refer to as “Holdings.”
We also made three acquisitions (collectively, the “Acquisitions”) in 2021 in which we acquired Oru Kayak, Inc. (“Oru”), International Surf Ventures, Inc. (“ISLE”), and Chubbies, Inc. (“Chubbies”). See the Notes to the unaudited consolidated financial statements included elsewhere in this Quarterly Report for more information regarding the Acquisitions.
Accordingly,
unless the context otherwise requires, references to:
•“we,”“us,”“our,” the “Company,”“Solo Brands, Inc.” and similar references refer: (i) following the consummation of the Reorganization Transactions, including the IPO, to Solo Brands, Inc., and, unless otherwise stated, all of its subsidiaries, Holdings, and, unless otherwise stated, all of its subsidiaries, and (ii) on or prior to the completion of the Reorganization Transactions, including the IPO, to Holdings and, unless otherwise stated, all of its subsidiaries. In each case,
such references include the companies acquired in the Acquisitions from the date of the applicable Acquisition. Unless otherwise indicated, (i) information presented for a period entirely preceding an Acquisition does not give effect to the consummation of such Acquisition and reflects only the subsidiaries and brands owned prior to such Acquisition and (ii) information presented for a period following an Acquisition or during which an Acquisition occurred includes the impact of the Acquisition from the date of such Acquisition.
•“Continuing LLC Owners”refers to the direct and certain indirect owners of Holdings, collectively, prior to the Reorganization Transactions who continue to own LLC Interests (as defined below) after the Reorganization Transactions and who may, following
the completion of the IPO, exchange their LLC Interests for shares of our Class A Common Stock or a cash payment, in each case, together with a cancellation of the same number of its shares of Class B Common Stock.
•“LLC Interests”refer to a single class of common membership interests of Holdings.
Less:
net (loss) income attributable to noncontrolling interests
(i7,834)
i229
(i9,034)
i229
Net
(loss) income attributable to Solo Brands, Inc.
$
(i12,039)
$
i19,499
$
(i14,074)
$
i41,733
Other
comprehensive (loss) income
Foreign currency translation, net of tax
$
i46
$
i—
$
i70
$
i—
Comprehensive
(loss) income
(i19,827)
i19,728
(i23,038)
i41,962
Less:
comprehensive income attributable to noncontrolling interests
i15
i—
i23
i—
Less:
net (loss) income attributable to noncontrolling interests
(i7,834)
i229
(i9,034)
i229
Comprehensive
(loss) income attributable to Solo Brands, Inc.
$
(i12,008)
$
i19,499
$
(i14,027)
$
i41,733
Net
(loss) income per share
Basic
$
(i0.19)
*
$
(i0.22)
*
Diluted
$
(i0.19)
*
$
(i0.22)
*
Weighted-average
shares outstanding
Basic
ii63,416/
*
ii63,408/
*
Diluted
i63,416
*
i63,408
*
* Refer
to Note 16, Net (Loss) Income Per Share, for why the earnings per share information has not been presented for the periods three and six months ended June 30, 2021.
See Notes to Unaudited Consolidated Financial Statements
See
Notes to Unaudited Consolidated Financial Statements
5
SOLO BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – iSignificant
Accounting Policies
Included below are selected significant accounting policies including those that were added or modified during the six months ended June 30, 2022 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 2021 Form 10-K for the full list of significant accounting policies.
Basis of Presentation
iThe
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 U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in the unaudited consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to applicable rules and regulations 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
Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2021.
Use of Estimates
iThe 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.
Leases
i
The Company leases space for warehouses, stores and corporate space under operating leases expiring at various times through 2029. The
Company accounts for leases in accordance with Accounting Standards Codification (“ASC”) No. 842, Leases. The Company determines if an arrangement is a lease at inception of a contract if the terms state the Company has the right to direct the use of, and obtain substantially all the economic benefits from, a specific asset identified in the contract. The right-of-use (“ROU”) assets represent the Company's right to use the underlying assets for the lease term, and the lease liabilities represent the obligation to
make lease payments arising from the leases. The Company records its ROU assets in other non-current assets, its current lease liabilities in accrued expenses and other current liabilities and its non-current lease liabilities in other non-current liabilities. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments to be made over the lease term. Certain of the Company's lease agreements contain options to extend the lease. The Company evaluates these options on a lease-by-lease basis, and if the Company determines it is reasonably certain to be exercised, the lease term
includes the extension. The Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments, and lease expense is recognized on a straight-line basis over the lease term. The incremental borrowing rate is the rate of interest the Company could borrow on a collateralized basis over a similar term with similar payments. The Company does not record leases with an initial term of twelve months or less (“short-term leases”).
Certain of the Company's lease agreements include payments for certain
variable costs not determinable upon lease commencement, including common area maintenance, utilities, property taxes and inflation adjustments. These variable lease payments are recognized in selling, general and administrative expenses, but are not included in the ROU asset or lease liability balances. The Company's lease agreements do not contain any material residual value guarantees, restrictions or covenants.
Recently Adopted Accounting Pronouncements
iIn
February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), and has modified the standard thereafter, which supersedes the lease requirements in ASC 840. The ASU requires lessees to recognize a right-of-use asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of operations. Prior to this new standard, leases were classified as either capital or operating, with only capital leases recognized on the consolidated balance sheets. The Company did not have any capital leases prior to or upon adoption of ASU 2016-02. The Company adopted this standard on January
1, 2022 using the modified retrospective transition approach. Upon adoption of ASU 2016-02, the Company recorded the following amounts associated with operating leases in its consolidated balance sheet at January 1, 2022: $i24.9 million of ROU assets in other non-current assets, $i4.1 million
of lease liabilities in accrued expenses and other current liabilities and $i21.4 million of lease liabilities in other non-current liabilities. There was no impact to the opening balance of retained earnings as a result of implementing ASU 2016-02. The Company elected the package of three practical expedients available under the ASU, which allows entities to carryforward accounting conclusions under previous GAAP by not reassessing the following: (a) whether a contract
is or contains a lease, (b) lease classification or (c) determination of initial direct costs. Additionally, the Company implemented appropriate changes to internal processes and controls to support recognition, subsequent measurement and disclosures./
6
Recently Issued Accounting Pronouncements - Not Yet Adopted
In June 2016, the FASB issued 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 and held-to-maturity debt securities, by requiring the Company to recognize an allowance for all expected losses over the life of the financial asset at origination. This is different from the current practice, where an allowance is not recognized until the losses are considered probable. The ASU also changes the way credit losses are recognized for available-for-sale debt securities. Credit losses are recognized through the recording of an allowance rather than as a write-down of the carrying value. 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. Upon adoption, the ASU will be applied using a modified retrospective transition method to the beginning of the earliest period presented. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. Although early adoption is permitted, the Company does not plan to early adopt. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.
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 is effective as of March 12, 2020 and is available for contract modifications through December 31, 2022. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.
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.
NOTE 2 – iRevenue
The
Company primarily engages in direct-to-consumer transactions, which is comprised of product sales directly from the Company’s website, and business-to-business transactions, or wholesale, which is 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.
i
The
following table disaggregates net sales by channel:
The following transactions were accounted for under the acquisition method of accounting for business combinations.
Oru Kayak, Inc.
On May 3, 2021, Solo Brands, LLC, a wholly-owned subsidiary of Holdings, acquired i60%
of the voting equity interests in Oru Kayak, Inc. (“Oru”) for total cash consideration of $i25.4 million. Additionally, the Company elected to purchase the remaining i40%
on September 8, 2021 in exchange for i9.3 million Class B units of Solo Stove Holdings, LLC. The purchase of the remaining i40%
was priced using Oru’s last twelve months adjusted EBITDA times a predetermined multiple. The Company acquired Oru to increase its brand and market share in the overall outdoor activities industry, as Oru manufactures, markets, and sells kayak boats and kayak accessories.
The excess enterprise value of Oru 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 from expanding the Company’s product offerings and other synergies. Factors that contributed to the recognition of goodwill included the expected future revenue growth of Oru. iNone
of the goodwill recognized was expected to be deductible for tax purposes. A working capital settlement of $i0.2 million was paid during the first quarter of 2022, and purchase accounting has been finalized.
7
i
The
following table summarizes the fair values of the assets acquired and liabilities assumed by the Company at the acquisition date:
Cash
$
i6,307
Accounts
receivable
i357
Inventory
i4,171
Property
and equipment
i436
Prepaid expenses and other assets
i902
Intangible
assets
i21,115
Accounts payable and accrued liabilities
(i4,119)
Deferred
revenue
(i746)
Deferred tax liability
(i6,247)
Total
identifiable net assets
i22,176
Noncontrolling interest
(i15,320)
Goodwill
i18,781
Total
i25,637
Less:
cash acquired
(i6,307)
Total, net of cash acquired
$
i19,330
/
International
Surf Ventures, LLC
On August 2, 2021, Solo Brands, LLC, a wholly-owned subsidiary of Holdings, acquired i100% of the voting equity interests in International Surf Ventures, LLC (“ISLE”) for total consideration of cash paid of $i24.8
million and Class B units of Solo Stove Holdings, LLC of $i16.5 million. The Company acquired ISLE to increase its brand and market share in the overall outdoor activities industry, as ISLE manufactures, markets, and sells stand up paddle boards and paddle board accessories.
The excess enterprise value of
ISLE 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 from expanding the Company’s product offerings and other synergies. Factors that contributed to the recognition of goodwill included the expected future revenue growth of ISLE. iNone
of the goodwill recognized was expected to be deductible for tax purposes. Purchase accounting has been finalized.
The following table summarizes the fair values of the assets acquired and liabilities assumed by the Company at the acquisition date:
Cash
$
i3,085
Accounts
receivable
i107
Inventory
i8,986
Property
and equipment
i110
Prepaid expenses and other assets
i60
Intangible
assets
i4,121
Accounts payable and accrued liabilities
(i4,697)
Total
identifiable net assets
i11,772
Goodwill
i29,564
Total
i41,336
Less:
fair value of class B units
(i16,494)
Less: cash acquired
(i3,085)
Total,
net of cash acquired
$
i21,757
Chubbies, Inc.
On September 1, 2021, Solo Brands, LLC, a wholly-owned subsidiary of Holdings, acquired i100%
of the voting equity interests in Chubbies, Inc. (“Chubbies”) for total consideration of cash paid of $i100.4 million and Class B units of Solo Stove Holdings, LLC of $i29.1 million.
The Company acquired Chubbies to increase its brand and market share in the overall outdoor activities industry, as Chubbies sells casual wear, sportwear, swimwear, outerwear, loungewear, and other accessories.
The excess enterprise value of Chubbies 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 from expanding the Company’s product offerings and other synergies. Factors that contributed to the recognition of goodwill included the expected future revenue
8
growth
of Chubbies. iNone of the goodwill recognized was expected to be deductible for tax purposes. A working capital settlement of $i0.6 million
was paid during the first quarter of 2022, and purchase accounting has been finalized.
The following table summarizes the fair values of the assets acquired and liabilities assumed by the Company at the acquisition date:
Depreciation
expense was $i0.8 million and $i1.5 million for the three and six months ended June 30, 2022, compared to $i0.1
million and $i0.2 million for the three and six months ended June 30, 2021, respectively. Depreciation expense is recorded to depreciation and amortization expense on the consolidated statements of operations.
(1)
Includes impairment of trademark discussed below.
/
In the second quarter of 2022, as a result of the Company’s identification of triggering events to perform an interim quantitative goodwill impairment test (see Note 7, Goodwill for more information), the Company first considered the extent to which the adverse events and circumstances identified could affect the reporting units’ carrying amounts. The Company observed weakened paddleboard sales resulting in a lower near-term forecast
of future operating results, which constituted a triggering event for one of the Company’s held and used long-lived asset groups primarily consisting of a trademark intangible asset. The Company reviewed the undiscounted future cash flows for the identified long-lived asset group, and the results of the analysis indicated the carrying amount for the long-lived asset group was not expected to be recovered. The Company estimated the fair value of the trademark intangible using the relief-from-royalty method under the income approach, based on the following significant assumptions: management’s estimates of future net sales for the long-lived asset group, the royalty rate and the weighted average cost of capital adjusted
for the relevant risk associated with the characteristics of the long-lived asset group. The fair value was then compared to the carrying value of the long-lived asset group, and the Company recorded a $i2.7 million impairment charge to the trademark intangible asset at June 30, 2022. This impairment charge was recorded to impairment charges on the unaudited consolidated statements of operations and comprehensive
(loss) income. As a result of this impairment charge, the Company also reassessed the useful life of this trademark and revised it from ififteen years to ifive years. This
change does not have a material impact to amortization expense in any future year.
Amortization expense was $i5.2 million and $i10.5
million for the three and six months ended June 30, 2022, compared to $i4.2 million and $i7.7 million
for the three and six months ended June 30, 2021, respectively. Amortization expense is recorded to depreciation and amortization expense on the unaudited consolidated statements of operations and comprehensive (loss) income.
i
Estimated amortization expense for the next five years was as follows:
Years
Ending December 31,
Amount
2022 (remaining six months)
$
i10,475
2023
i20,952
2024
i20,952
2025
i20,952
2026
i20,573
Thereafter
i150,841
Total
future amortization expense
$
i244,745
/
10
NOTE
7 – iGoodwill
In the second quarter of 2022, the Company identified triggering events 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 events included: (1) adverse equity market conditions resulting in a sustained decline in the
Company’s stock price subsequent to the Company’s issuance of its first quarter 2022 results on Form 10-Q and (2) weakened demand for the ISLE reporting unit’s products 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 recorded a $i27.9 million goodwill impairment charge
related to its ISLE reporting unit, which has $i1.7 million of remaining goodwill after the impairment. The results of the interim quantitative test did not result in a goodwill impairment for the Company’s other reporting units. The impairment charge was recorded to impairment charges on the unaudited consolidated statements of operations and comprehensive (loss) income. For 2021, the annual goodwill impairment analysis did inot
result in impairment charges at any of the Company’s reporting units.
The Company estimated the fair value of its reporting units using a weighting of fair values derived from the income and market approaches, where comparable market data was available. Under the income approach, the Company determined the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections were based on management’s estimates of revenue growth rates and operating margins, considering industry and market conditions, and management’s estimates of working capital requirements. The discount rate for each
reporting unit was based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of each reporting unit and its estimated cash flows. Under the market approach, the Company utilized a combination of methods, including estimates of fair value based on: (1) market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit and (2) pricing multiples derived from recent merger and acquisition transactions of comparable publicly-traded companies.
Interest
expense related to long-term debt was $i1.2 million and $i2.0 million for the three and six months ended June
30, 2022, compared to $i3.4 million and $i5.1 million for the three and six months ended June 30, 2021,
respectively.
11
Revolving Credit Facility and Term Loan
On May 12, 2021, the Company entered into a credit agreement with a bank (the “Revolving Credit Facility”). Under the terms of this agreement, the Company may borrow up to $i200
million under a revolving credit facility. On June 2, 2021, and on September 1, 2021, the Company entered into amendments to the Revolving Credit Facility, which resulted in an increase in the maximum amount available under the Revolving Credit Facility to $ii350.0/
million. Under the terms of the Revolving Credit Facility, the Company has access to certain swing line loans and letters of credit. The Revolving Credit Facility matures on May 12, 2026 and bears interest at a rate equal to the base rate as defined in the agreement plus an applicable margin, which as of June 30, 2022, was based on LIBOR. All outstanding principal and interest due on the Revolving Credit Facility are due at maturity.
During the six months ended June 30, 2022, the Company had total draws of $i25.0
million, with a weighted average interest rate of i1.9%, and ino repayments on its Revolving Credit Facility.
In addition to the
above, the amendments included a provision for the Company to borrow up to $i100.0 million under a term loan (the “Term Loan”). The proceeds from the Term Loan were used to fund the Chubbies acquisition (see Note 3). The term loan matures on September 1, 2026 and bears interest at a rate equal to a base rate defined in the agreement plus an applicable margin, which as of June 30, 2022 was
based on LIBOR. The Company is required to make quarterly principal payments on the Term Loan. During the six months ended June 30, 2022, the Company repaid $i1.3 million on its Term Loan. All outstanding principal and interest due on the Term Loan are due at maturity. The
Company was in compliance with all covenants under all credit arrangements as of June 30, 2022.
Deferred debt issuance costs were amortized over the term of the related debt and are presented net of long-term debt on the consolidated balance sheets.
i
As of June 30, 2022, the future maturities of principal amounts of the
Company’s total debt obligations, excluding lease obligations (see Note 10 for future maturities of lease obligations), for the next five years and in total, consists of the following:
Years Ending December 31,
Amount
2022 (remaining six months)
$
i1,875
2023
i5,000
2024
i6,250
2025
i10,625
2026
i131,875
Total
$
i155,625
/
NOTE
10 – iLeases
i
The following table presents the components of the total leased assets and lease liabilities and their classification in the
Company's unaudited consolidated balance sheets:
Operating cash outflows for amounts included in the measurement of lease liabilities
$
i1,737
$
i2,310
Right
of use assets obtained in exchange for lease obligations
i249
i3,243
i
Future
maturities of lease liabilities at June 30, 2022 are presented in the following table:
Years Ending December 31,
Operating Leases
2022 (remaining six months)
$
i2,817
2023
i5,683
2024
i5,603
2025
i5,278
2026
i3,916
Thereafter
i5,943
Total
lease payments
i29,240
Less: imputed interest
i2,291
Present
value of lease liabilities
$
i26,949
/
NOTE
11 – iEquity-Based Compensation
Fair Value Considerations
Determining the fair value of awards requires judgment. The Monte Carlo simulation model and Black-Scholes model is used to estimate the fair value of awards that have service, performance and/or market vesting conditions. The assumptions used in these models require the input of subjective assumptions as
follows:
Fair value—The fair value of the common stock underlying the incentive units was determined by the Company’s board of directors (the “Board”). Because there is no public market for the incentive units, the Company’s Board determined the common stock fair value at the incentive unit grant date by considering several objective and subjective factors, including the price paid for its common and preferred stock, actual and forecasted operating and financial performance, market conditions and performance of comparable publicly traded companies, developments and milestones within the Company, the rights,
preferences, and privileges of its common and preferred stock, and the likelihood of achieving a liquidity event. The fair value of the underlying common stock is determined by the closing stock price on the New York Stock Exchange.
Expected volatility—Expected volatility is based on historical volatilities of a publicly-traded peer group based on weekly price observations over a period equivalent to the expected term of the award.
Expected term—For awards with only service vesting conditions, the expected term is determined using the simplified method, which estimates the expected term using the contractual life of the award and the vesting period. For awards with performance or market conditions, the term is estimated in consideration of the time period expected to achieve
the performance or market condition, the contractual term of the award, and estimates of future exercise behavior.
Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the award.
Expected dividend yield—The dividend yield is based on the Company’s current expectations of dividend payouts. The Company has never declared or paid any cash dividends on its common stock, and the Company does not anticipate paying any
cash dividends in the foreseeable future.
DLOM estimate—The discounts for lack of marketability are used to help calculate the value of closely held and restricted shares. A valuation discount exists between a share that is publicly traded, and thus has a market, and the market for privately held stock, which often has little, if any, marketplace.
Forfeiture rate—The Company will recognize forfeitures as they occur instead of estimating forfeitures based on historical activity.
13
Incentive
Units
Prior to the IPO, certain employees of the Company purchased incentive units in Solo Stove Holdings, LLC for $i0.000001 per unit. The majority of the incentive units were issued in December 2020 with additional issuances in March and June 2021. The
Company used the Monte Carlo simulation model to determine the fair value of the incentive units. Each incentive award consists of service-based units (representing one-third (1/3) of the number of incentive units) and performance-based units (representing two-thirds (2/3) of the number of incentive units).
The incentive units with a service condition were scheduled to vest over ifour years with i25%
vesting on the one-year anniversary of the grant date and the remaining i75% of such service-based units vesting in substantially equal monthly installments over the following ithree
years, subject to the employee’s continued employment through each applicable vesting date. Additionally, the vesting of the service-based units will accelerate upon the occurrence of a sale transaction prior to the employee’s termination of employment. The IPO did not meet the definition of a sale transaction per the incentive unit agreement. Therefore, the vesting of the service-based units did not accelerate upon the IPO, nor did the vesting schedule change.
There were i27.6
million incentive units outstanding immediately before the Reorganization Transactions. After the Reorganization Transactions, the i27.6 million incentive units converted into i3.4
million common units in Solo Stove Holdings, LLC. The i3.4 million common units consisted of service-based units representing one-third (1/3) of the common units and performance-based units representing two-thirds (2/3) of the common units.
In connection with the IPO, i0.9
million of the i2.3 million performance-based common units vested with the remaining i1.4
million unvested performance-based common units being canceled. Associated with these units the Company recognized $i3.3 million of stock compensation expense during the fourth quarter of fiscal 2021.
At IPO, the Company replaced the i1.4
million performance-based incentive units that did not vest under the above market conditions with service-based common units in Solo Stove Holdings, LLC that vest over itwo years, with i50%
of units vesting after ione year and i50%
vesting in ifour quarterly installments in the following year, subject to the employee’s continued employment with the Company through the applicable vesting date. If Summit Partners sells all of its equity interests in the
Company or if the investment return to Summit equals or exceeds i4.0x on a per-share basis for four consecutive quarters, and in each case the employee remains employed with the Company on such date, then all unvested service-based common units that were previously performance-based units will vest. For accounting purposes, these awards were considered new awards with an estimated fair value of $i25.8
million. Pursuant to the Stockholders Agreement, dated October 27, 2021 by and among the Company and the stockholders party thereto, holders of common units cannot exercise vested service-based common units until such time as Summit Partners and its affiliates cease to own any of the shares of Solo Stove Holdings, LLC common stock owned by them at IPO, Summit Partners does a follow-on registered offering in which case holders can perform an equivalent transaction, or the Stockholders Agreement is otherwise terminated in accordance with its terms.
During the three and six months ended June 30, 2022, the Company recognized
$i3.4 million and $i6.9 million of equity-based compensation expense related to service-based units, respectively. During the three and six months ended June
30, 2021, the Company recognized $i0.3 million and $i0.5 million of equity-based compensation
expense related to service-based units, respectively.
i
The grant date fair value of each incentive unit incorporates a range of assumptions for inputs as follows:
2020
Expected
term (years)
i4.0
Expected stock price volatility
i36.0
%
Risk-free
interest rate
i0.3
%
Expected dividend yield
i—
DLOM
estimate
i16.0
%
Weighted average fair value at grant date
$
i0.25
/
14
i
A
summary of the common units is 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)
(1)
Note there were performance and service-based units that vested by June 30, 2022. However, none of them are exercisable due to the Stockholders Agreement, as described above.
/
Incentive Award Plan
In October 2021, the Board adopted, and the stockholders of the Company approved, the 2021 Incentive Award Plan (“Incentive Award Plan”), which became effective on October 28, 2021. Upon the Incentive Award Plan becoming effective, there were i10,789,561
shares of Class A common stock authorized under the Incentive Award Plan. The shares of Class A common stock authorized under the Incentive Award Plan will increase annually, beginning on January 1, 2023 and continuing through 2031, by the lesser of (i) i5% of the aggregate number of shares of common stock outstanding on the last day of the immediately preceding calendar year, and (ii) a smaller number
of shares as determined by the Board.
Stock Options
Upon IPO, the Company granted stock options under the Incentive Award Plan. Stock options provide for the purchase of shares of the Company’s Class A common stock in the future at an exercise price set on the grant date. Unless otherwise determined by the plan administrator and except for certain substitute options granted in connection with a corporate transaction, the stock option's exercise price will not be less than i100%
of the fair market value of the underlying share on the date of grant. The options vest over ifour years, with i25%
vesting on the first anniversary of the grant date and the remainder vesting in substantially equal quarterly installments over the following ithree years, subject to the employee’s continued employment with the Company through the applicable vesting date.
During the three and six months ended June 30, 2022,
the Company recorded equity-based compensation expense related to the options of $i0.2 million and $i0.4
million, respectively.
The following summary sets forth the stock option activity under the Incentive Award Plan (in thousands, except per share data):
Options Outstanding
Number of Stock
Options
Weighted-Average Exercise Price
Weighted-Average Remaining Contractual Term (Years)
(1)
The aggregate intrinsic value is zero because the closing Class A common stock price at the end each period is less than the weighted-average exercise price of the options.
i
Unvested option activity is as follows (in thousands, except per share data):
Upon and after the IPO, the Company granted restricted stock units (“RSUs”) under the Incentive Award Plan. The RSUs are unfunded, unsecured rights to receive, on the applicable settlement date, shares of Class A common stock or an amount in cash or other consideration determined by the plan administrator to be of equal value as of such settlement date. The RSUs will vest over ifour
years, with i25% vesting on the first anniversary of the grant date and the remainder vesting in substantially equal quarterly installments over the following ithree
years, subject to the employee’s continued employment with the Company through the applicable vesting date.
During the three and six months ended June 30, 2022, the Company recorded equity-based compensation expense related to the RSUs of $i0.8 million and $i1.6
million, respectively.
i
The following table summarizes the activity related to the Company’s restricted stock units:
In October 2021, the Board adopted, and the stockholders of the Company approved, the 2021 Employee Stock Purchase Plan (the “ESPP”). The maximum number of shares of Class A common stock which will be authorized for sale under the ESPP is equal to the sum of (a) i1,618,434
shares of common stock and (b) an annual increase on the first day of each calendar year beginning on January 1, 2023 and ending on and including January 1, 2031, by a number of shares of Class A common stock equal to the lesser of (i) i0.5% of the shares of common stock outstanding on the last day of the immediately preceding calendar year and (ii) a
smaller number of shares of common stock as determined by the Board; provided, however, that no more than i6,473,736 shares of Class A common stock may be issued or transferred pursuant to right granted under Section 423 Component (as defined the ESPP) of the ESPP (which numbers may be adjusted pursuant to the ESPP). As of June 30, 2022, awards with respect to i60,436
shares of Class A common stock have been issued under the ESPP.
NOTE 12 – iIncome Taxes
The Company is the sole managing member of Solo Stove Holdings, LLC (“Holdings”), and as a result, consolidates its financial results. Holdings is treated
as a partnership for U.S. federal and most applicable state and local income tax purposes. Any taxable income or loss generated by Holdings is passed through to and included in the taxable income or loss of its members, including the Company, on a pro rata basis. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income or loss of Holdings, as well as any stand-alone income or loss generated by Solo Brands, Inc.
Provision for Income Taxes
The effective income tax rate was i8.4%
and i10.5% for the three and six months ended June 30, 2022, compared to i0.6% and i0.4%
for the corresponding periods in 2021, respectively. The increase was primarily due to the Reorganization Transactions that occurred in 2021, partially offset by a discrete tax benefit related to the Company’s impairment charges recorded during the three and six months ended June 30, 2022. Refer to Note 6, Intangible Assets, net, and Note 7, Goodwill for more information regarding the impairment charges. Prior to the Reorganization Transactions in 2021, the Company was only subject to certain LLC state entity-level taxes; whereas, in 2022 and 2021, the Company was also subject to U.S. federal, state and local income taxes on the
Company’s allocable share of any taxable income or loss generated by Holdings subsequent to the Reorganization Transactions.
16
The weighted-average ownership interest in Holdings was ii67.0/%
for the three and six months ended June 30, 2022.
Deferred Tax Assets and Liabilities
As of June 30, 2022, the total deferred tax liability related to the basis difference in the Company's investment in Holdings was $i46.0 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. As of June 30, 2022, the total valuation allowance established against the deferred tax asset to which this portion relates was $i27.1 million. An additional valuation allowance of $i0.9
was recognized primarily related to the impact of the goodwill impairment charge recorded during the second quarter of 2022.
During the six months ended June 30, 2022, 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 and related deductions for imputed interest on such payments. Refer to "Tax Receivable Agreement” herein for additional information.
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 June 30, 2022, the Company concluded, based on the weight of all available positive and negative evidence, that all of its deferred tax assets (except for those deferred tax assets described above relating to basis differences that are expected to result in a capital loss upon eventual sale of its interest in Holdings) are more likely than not to be realized. As such, no additional valuation allowance was recognized.
Tax Receivable Agreement
Pursuant to the Company’s election under Section 754 of the Internal Revenue Code (the "Code"),
the Company expects to obtain an increase in its share of the tax basis related to the net assets of Holdings when LLC Interests are redeemed or exchanged by the non-controlling interest holders and other qualifying transactions. The Company plans to make an election under Section 754 of Code for each taxable year in which a redemption or exchange of LLC Interest occurs, treating any redemptions and exchanges of LLC Interests by the non-controlling interest holders as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that would otherwise be paid in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to
those capital assets.
On October 27, 2021, the Company entered into a tax receivable agreement with the then-existing non-controlling interest holders (the "Tax Receivable Agreement") that provides payments to be made to non-controlling interest holders of i85% of the amount of any tax benefits that the
Company actually realizes, or in some cases is deemed to realize, as a result of (i) increases in the Company's share of the tax basis in the net assets of Holdings resulting from any redemptions or exchanges of LLC Interests, (ii) tax basis increases attributable to payments made under the Tax Receivable Agreement, and (iii) deductions attributable to imputed interest pursuant to the Tax Receivable Agreement (the "TRA Payments"). The Company expects to benefit from the remaining i15%
of any tax benefits that it may actually realize. The TRA Payments are not conditioned upon any continued ownership interest in Holdings or on the Company. The rights of each non-controlling interest holder under the Tax Receivable Agreement are assignable to transferees of its LLC Interests.
During the three and six months ended June 30, 2022, there were ino
redemptions of LLC Interests that would have resulted in an increase in the tax basis of the Company's investment in Holdings subject to the provisions of the Tax Receivable Agreement. During the three and six months ended June 30, 2022, inclusive of interest, iino/
payments were made to the members of Holdings pursuant to the Tax Receivable Agreement. As of June 30, 2022, there were iino/
TRA Payments due under the Tax Receivable Agreement.
NOTE 13 – iCommitments and Contingencies
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 June 30, 2022 and December 31, 2021.
Purchase Commitments
The
Company has entered into non-cancelable purchase contracts for operating expenditures, primarily short-term inventory purchases, for $i18.8 million as of June 30, 2022 and $i14.8
million as of December 31, 2021.
17
NOTE 14 – iFair Value Measurements
The
Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Levels within the hierarchy are defined within Note 2, Significant Accounting Policies, in the 2021 Form 10-K.
i
The following tables present information about the
Company’s assets and liabilities measured at fair value on a recurring basis:
During
the second quarter of 2022, the Company recorded impairment charges of $i27.9 million and $i2.7 million
for goodwill and trademark intangible assets, respectively. Indicators of value from income and market approaches, where comparable market data is available, were the basis for the determination of the fair values, which include Level 3 inputs. See Note 6, Intangible Assets, net, and Note 7, Goodwill, for additional discussions of the Company's impairment analyses. There were no other material nonrecurring fair value measurements during the periods ended June 30, 2022 and December 31, 2021.
NOTE 15 – iShareholders'
and Members' Equity
Class A Common Stock
The Company has ii475,000,000/
shares of Class A common stock, par value $ii0.001/
per share, authorized. Holders of Class A common stock are entitled to one vote per share on all matters presented to the stockholders generally. 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.
Class B Common Stock
The Company has ii50,000,000/
shares of Class B common stock, par value $ii0.001/
per share, authorized. Shares of Class B common stock will only be issued in the future to the extent necessary to maintain a one-to-one ratio between the number of LLC Interests held by the Continuing LLC Owners and the number of shares of Class B common stock issued to the Continuing LLC Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Shares of Class B common stock will be cancelled on a one-for-one basis if the Company, at the election of the Continuing LLC Owners, redeem or exchange their LLC Interests pursuant to the terms of the Holdings LLC Agreement. Holders of Class B common stock are entitled to one vote per share on all matters presented to the stockholders generally. In the event of liquidation, dissolution or winding up, holders of Class B common stock shall be entitled to receive $ii0.001/
per share and will not be entitled to receive any distribution of the Company’s assets.
Class A Units
Pursuant to the 2020 Agreement, as defined in the 2021 Form 10-K, Solo Stove Holdings, LLC authorized i250,000,000 Class A units for issuance at a price of $i1
per unit. For so long as any of the Class A units remain outstanding, the Class A units will rank senior to the Class B units discussed below. Holders of Class A units are entitled to ione vote per share on all matters to be voted upon by the members. When and if distributions are declared by the Company’s Board, holders of Class A units are entitled to ratably receive distributions until the aggregate unreturned capital with respect to each holder’s Class A units has been reduced to zero. Upon dissolution,
liquidation, distribution of assets, or other winding up, the holders of Class A units are entitled to receive ratably the assets available for distribution after payment of liabilities and before the holders of Class B units and incentive units (see Note 11).
Class B Units
Pursuant to the 2020 Agreement, Solo Stove Holdings, LLC has authorized i175,000,000 Class B units for issuance at a price of $i1
per unit. Holders of Class B units are entitled to ione vote per share on all matters to be voted upon by the members. Holders of Class A units and Class B units generally vote together as a single class on all matters presented to the Company’s members for their vote or approval. When and if distributions are declared by the Company’s Board, holders of Class B units are entitled to ratably receive distributions until
the aggregate unreturned capital with respect to each holder’s Class B units has been reduced to zero. Upon dissolution, liquidation, distribution of assets, or other winding up, the holders of Class B units are entitled to receive ratably the assets available for distribution after payment of liabilities and Class A unitholders and before the holders of incentive units.
Pursuant to the 2020 Agreement, the Company’s Board may authorize Solo Stove Holdings, LLC to create and/or issue additional equity securities, provided that the number of additional authorized incentive units do not exceed i10%
of the outstanding Class A and Class B units without
18
the prior written consent of the majority investors. Upon issuance of additional equity securities, all unitholders shall be diluted with respect to such issuance, subject to differences in rights and preferences of different classes, groups, and series of equity securities, and the Company’s Board shall have the power to amend the schedule of unitholders to reflect such additional issuances and dilution.
As part of the 2020 Agreement, certain members of management, in lieu of a cash transaction bonus, elected to receive Class B units which had a fair value of $i4.7 million.
NOTE
16 – iNet (Loss) Income Per Share
The Company analyzed the calculation of earnings per unit for the periods prior to the Reorganization Transactions and determined that it resulted in values that would not be meaningful to the users of these unaudited consolidated financial statements. Therefore, earnings per unit information has not been presented for the three and six months ended June
30, 2021.
Basic net (loss) income per share of Class A common stock is computed by dividing net (loss) income attributable to Solo Brands, Inc. by the weighted average number of shares of Class A common stock outstanding during the period. Diluted net (loss) income per share of Class A common stock is computed by dividing net (loss) income 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.
i
The
following table sets forth the calculation of the basic and diluted net (loss) income per share for the Company’s Class A common stock:
Less:
Net (loss) income attributable to non-controlling interests
(i7,834)
(i9,034)
Net
(loss) income attributable to Solo Brands, Inc.
$
(i12,039)
$
(i14,074)
Numerator:
Net
(loss) income attributable to Class A common shareholders - basic and diluted
$
(ii12,039/)
$
(ii14,074/)
Denominator:
Weighted
average shares of Class A common stock outstanding - basic and diluted
ii63,416/
ii63,408/
Loss
per share of Class A common stock outstanding - basic and diluted
$
(ii0.19/)
$
(ii0.22/)
/
During
the three and six months ended June 30, 2022, ii33.4/ million
shares of Class B common stock, ii0.5/ million
options and ii1.1/ million
restricted stock units were not included in the computation of diluted net income per share because their effect would have been anti-dilutive.
i
NOTE 17 – iSubsequent
Events
On August 1, 2022, the Company granted i148,705 stock options with an exercise price of $i5.01
per share and i148,705 RSUs, both at a grant date fair value of $i4.73
per share, or $i1.4 million aggregate grant date fair value. These awards vest over iifour
years/, with ii25/%
vesting on the first anniversary of the grant date and the remainder vesting in substantially equal quarterly installments over the following iithree
years/, subject to the employee’s continued employment with the Company through the applicable vesting date.
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction
with “Risk Factors” and our unaudited consolidated financial statements and the related notes to those statements included elsewhere in this Quarterly Report, as well as our audited consolidated financial statements included in our 2021 Form 10-K. In addition to historical consolidated financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Some of the numbers included herein have been rounded for the convenience of presentation. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under Item II, Part 1A, “Risk Factors” and elsewhere in this Quarterly Report. See “Special Note Regarding Forward-Looking Statements.”
Overview
We
own and operate premium authentic lifestyle brands with ingenious products we market and deliver through our direct-to-consumer (“DTC”) platform. We aim to help our customers enjoy good moments that create lasting memories. We consistently deliver innovative, high-quality products that are loved by our customers and revolutionize the outdoor experience, build community and help everyday people reconnect with what matters most.
Our net sales increased to $136.0 million and $218.2 million in the three and six months ended June 30, 2022 from $88.7 million and $157.8 million in the corresponding periods of 2021, representing increases of 53.3% and 38.3%, respectively, including the effect of acquisitions. Our net income decreased to a net loss of $19.9 million and $23.1 million in the three and six months ended June
30, 2022 from net income of $19.7 million and $42.0 million in the corresponding periods of 2021, respectively. The current period net losses were primarily due to $30.6 million of impairment charges recorded during the second quarter of 2022. In addition to financial outputs, we take deliberate care to monitor and respond to our customer health as measured by our customer referral rate of 43.4%, our repeat purchase rate of 41.0%, and our net promoter score of 82 in the six months ended June 30, 2022. Together, these health checks ensure we continue to keep the customer at the center of what we do and drive solid customer lifetime value that we believe will result in long-term financial value to the Company.
Outlook
Although
we are not immune to the recent macroeconomic headwinds, including inflation, that could impact discretionary spending in 2022, increased freight and raw material costs, and continued supply chain issues that may impact demand for our products and ability to hold margins, we remain optimistic about the future growth opportunities for all our brands. We experienced an increase in momentum during the second quarter, but we are cautious about the ever-changing consumer sentiment. Our third quarter sales are historically lower than the second quarter as a result of seasonality trends for our products.
Key Factors Affecting Our Results of Operations
We believe that our performance and future success depend on
a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in Part I, Item 1A. “Risk Factors” included in our 2021 Form 10-K.
Economic Conditions
Demand for our products is impacted by a number of economic factors impacting our customers, such as consumer confidence, demographic trends, employment levels, inflation, discretionary income, interest rates, and other macroeconomic factors. These factors may influence the extent to which consumers invest in outdoor lifestyle products such as fire pits, stoves, paddleboards, kayaks, grills, consumables, and associated accessories.
Supply Chain
In
2022, some of our factories in China have closed periodically due to COVID-19 outbreaks. This has had adverse impacts on our business, primarily with the delivery of Solo Stove Pi. Our other products have been minimally impacted due to our strong inventory position. We secured our contracted freight rates for the current year, and we expect freight rates to be higher in 2022 than the prior year, which will continue to put pressure on gross margin in 2022. However, we have seen spot rates decrease from the highs in 2021, and we will opportunistically use the spot rates if they are lower than our contracted rates. If supply chain challenges persist or worsen, our business may continue to be adversely impacted.
Inflation
We expect the volatility we experienced in the first half of 2022 to continue to impact the
Company in the third quarter. We believe consumers will continue to feel the pressures of higher inflation, impacting their spending.
Success of Our Innovation Pipeline
Our future growth depends in part on our ability to introduce new and enhanced products. The success of our new and enhanced products depends on many factors, including anticipating consumer trends, finding innovative solutions to consumer needs, differentiating our products from those of our competitors, obtaining protection for our intellectual property and the ability to expand our brand beyond the categories of products we currently sell.
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Seasonality/Weather
Sales
have historically experienced seasonality, with our highest level of sales typically being generated in the second and fourth fiscal quarters and the first fiscal quarter typically generating the lowest sales. This historical sales trend is supported by the demand for our products at the beginning of the summer and holiday shopping seasons. During the first six months of 2022, second quarter net sales were greater than first quarter net sales. Unfavorable weather can impact demand, including wet or exceptionally hot or dry weather conditions. Widespread wild fires also have potential to adversely impact our business.
COVID-19 Impacts
As we continue to monitor and navigate the COVID-19 pandemic and its effects, we may take additional actions based on the requirements and recommendations of local health guidelines, and intend to focus on investments for future, long-term
growth. In certain circumstances, there may be developments outside our control requiring us to adjust our operating plan. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of the COVID-19 pandemic on our financial condition, results of operations or cash flows in the future. In addition, see Part I, Item 1A. “Risk Factors” included in our 2021 Form 10-K.
Ability to Scale Our Operating Model
We depend on third-party manufacturers for the sourcing of our products and generally do not maintain long-term supply agreements with our manufacturers. Our future performance may be impacted by the inability or unwillingness of our third-party manufacturers to meet our product demand and the availability of land-based and air freight carriers. Our ability to support our growth will also be dependent
on attracting, motivating, and retaining personnel.
Business Acquisitions
Our ability to find suitable acquisition targets and integrate them on to the Solo Brands platform could impact our future business performance.
Components of Our Results of Operations
Net Sales
Net sales are comprised of DTC and wholesale channel sales to retail partners. Net sales in both channels reflect the impact of partial shipments, product returns, and discounts for certain sales programs or promotions.
Our
net sales have historically included a seasonal component. In the DTC channel, our historical net sales tend to be highest in our second and fourth quarters, while our wholesale channel has generated higher sales in the first and third quarters. Additionally, we expect volatility in the results of operations throughout the year relative to the timing of new product launches.
Cost of Goods Sold and Gross Profit
Gross profit reflects net sales less cost of goods sold, which primarily includes the purchase cost of our products from our third-party manufacturers, inbound freight and duties, product quality testing and inspection costs, and depreciation on molds and equipment that we own.
Selling, General & Administrative Expenses
Selling,
general and administrative (“SG&A”) expenses consist primarily of marketing costs, equity-based compensation expense and benefits costs, costs of our warehousing and logistics operations, costs of operating on third-party DTC marketplaces, professional fees and services, cost of product shipment to our customers, and general corporate infrastructure expenses.
Depreciation and Amortization Expenses
Depreciation and amortization expenses consist of depreciation of property, plant and equipment and amortization of definite-lived intangible assets.
Impairment Charges
Impairment charges consist of impairments recorded to definite-lived intangible
assets and goodwill.
Increases
in net sales for the three and six months ended June 30, 2022 compared to the corresponding periods were primarily driven by 112.7% and 76.0% increases in total orders period over period, respectively, as a result of $39.4 million and $62.0 million of activity related to acquisitions, respectively. Partially offsetting the increase in total orders for the three months ended June 30, 2022, average order size decreased 32.1% compared to the corresponding period due to a shift in product mix as a result of acquisitions. In addition to the increase in total orders for the six months ended June 30, 2022, average order size increased 10.6% as a result of acquisition activity. Partially offsetting these increases, a $10.5 million decrease resulted from the normalization of demand in the six months ended June
30, 2022 compared to the six months ended June 30, 2021, which reflected an increase in revenue recognized related to an inflated deferred revenue balance at the end of 2020 driven by product stock-outs throughout 2020.
Cost of Goods Sold and Gross Profit
Three Months Ended
June 30,
Change
(dollars in thousands)
2022
2021
$
%
Cost of goods sold
$
49,343
$
29,045
$
20,298
69.9
%
Gross
profit
86,676
59,700
26,976
45.2
%
Gross margin (Gross profit as a % of net sales)
63.7
%
67.3
%
(3.6)
%
Six
Months Ended June 30,
Change
(dollars in thousands)
2022
2021
$
%
Cost of goods sold
$
82,693
$
51,652
$
31,041
60.1
%
Gross
profit
135,529
106,164
29,365
27.7
%
Gross margin (Gross profit as a % of net sales)
62.1
%
67.3
%
(5.2)
%
Increases
in cost of goods sold for the three and six months ended June 30, 2022 compared to the corresponding periods were primarily due to $16.8 million and $31.6 million of acquisition activity. Additionally, for the three months ended June 30, 2022 a $4.2 million cost increase was driven by corresponding increased sales, partially offset by a $1.3 million decrease in freight costs. Increases in gross profit for the three and six months ended June 30, 2022 compared to the corresponding periods were primarily due to acquisition activity.
Decreases in gross margin for the three and six months ended June 30, 2022 compared to the corresponding periods were primarily due to inventory turns driving recognition of fair value inventory write-ups
from acquisition activity.
Selling, General & Administrative Expenses
Three Months Ended June 30,
Change
(dollars in thousands)
2022
2021
$
%
Selling, general, and administrative expenses
$
69,166
$
29,662
$
39,504
133.2
%
SG&A as a % of net sales
50.9
%
33.4
%
17.5
%
Six
Months Ended June 30,
Change
(dollars in thousands)
2022
2021
$
%
Selling, general, and administrative expenses
$
114,810
$
48,396
$
66,414
137.2
%
SG&A
as a % of net sales
52.6
%
30.7
%
21.9
%
Increases in SG&A expenses for the three and six months ended June 30, 2022 compared to the corresponding periods were primarily due to $17.3 million and $27.5 million of acquisition activity, respectively. The remaining increases in SG&A for the three and six months ended June
22
30,
2022 compared to the corresponding periods were primarily driven by the following increases: $8.2 million and $15.6 million in employee costs as a result of equity-based compensation and increased headcount, $6.3 million and $10.2 million in advertising and marketing spend, $3.1 million and $4.1 million in distribution and logistic costs, $1.4 million and $2.5 million in professional services costs, and $1.1 million and $2.1 million in rent. Additionally, the increase for the six months ended June 30, 2022 compared to the corresponding period included a $1.7 million increase in insurance as a result of becoming a public company.
Depreciation and Amortization Expenses
Three
Months Ended June 30,
Change
(dollars in thousands)
2022
2021
$
%
Depreciation and amortization expenses
$
6,043
$
4,312
$
1,731
40.1
%
Six
Months Ended June 30,
Change
(dollars in thousands)
2022
2021
$
%
Depreciation and amortization expenses
$
11,978
$
7,905
$
4,073
51.5
%
Increases
in depreciation and amortization expenses for the three and six months ended June 30, 2022 compared to the corresponding periods were driven by a $1.0 million increase and $2.7 million increase in amortization, respectively, primarily related to increases in definite-lived intangible assets as a result of acquisition activity and increases of $0.7 million and $1.3 million in depreciation, respectively, primarily related to a new global headquarters facility.
Impairment Charges
During the three and six months ended June 30, 2022, the Company recorded impairment charges of $30.6 million, of which $27.9 million related to goodwill and $2.7 million related to trademark intangibles.
No impairment charges were recorded during the three and six months ended June 30, 2021. For more information, see Note 7, Goodwill, and Note 6, Intangible Assets, net.
Interest Expense
Interest expense for the three and six months ended June 30, 2022 decreased $2.2 million and $3.1 million, respectively, compared to corresponding periods. The decreases in interest expense were due to lower interest rates on a lower average debt balance.
Income Taxes
We are the sole managing member of Holdings, and as a result, consolidate the financial results of Holdings. Holdings is treated as a partnership for U.S. federal and most applicable
state and local income tax purposes. As a partnership, Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Holdings is passed through to and included in the taxable income or loss of its members, including us, on a pro rata basis. We are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income or loss of Holdings, as well as any stand-alone income or loss generated by Solo Brands, Inc.
Income tax benefit for the three and six months ended June 30, 2022 was $1.8 million and $2.7 million, respectively, compared to income tax expense of $0.1 million and a nominal expense in corresponding periods. Income taxes represents federal, state, and local income taxes on our allocable share of taxable income
of Holdings, as well as Oru's and Chubbies' federal and state tax expense and Solo Brands Europe BV foreign tax expense.
Liquidity and Capital Resources
Historically, our cash requirements have principally been for working capital purposes. We expect these needs to continue as we develop and grow our business. We fund our working capital, primarily inventory, and accounts receivable, from cash flows from operating activities, cash on hand, and borrowings under our Revolving Credit Facility.
Current Liquidity
As of June 30, 2022, we had a cash balance of $26.7 million,
working capital (excluding cash) of $117.6 million, and $292.5 million of borrowings available under the Revolving Credit Facility.
Revolving Credit Facility and Term Loan
On May 12, 2021, we entered into a credit agreement with JPMorgan Chase Bank, N.A., the Lenders and L/C Issuers party thereto (each as defined therein) and the other parties thereto (as subsequently amended on June 2, 2021, and September 1, 2021, the “Revolving Credit Facility”). As so amended, the Revolving Credit Facility allows us to borrow up to $350.0 million of revolving loans, including the ability to issue up to $20.0 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding
under the Revolving Credit Facility, it
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does reduce the amounts available under the Revolving Credit Facility. The Revolving Credit Facility matures on May 12, 2026 and bears interest at a rate equal to the base rate as defined in the agreement plus an applicable margin, which as of June 30, 2022, was based on LIBOR. Interest is due on the last business day of each March, June, September and December. On June 30, 2022, we had $57.5 million in outstanding borrowings and $292.5 million available for future borrowings on the Revolving Credit Facility. All outstanding principal and interest due under the Revolving Credit Facility
are due at maturity.
In addition to the above, the amendment on September 1, 2021 included a provision to borrow up to $100.0 million under a term loan (the “Term Loan”). The proceeds from the Term Loan were used to fund the Chubbies acquisition. The Term Loan matures on September 1, 2026, and the weighted average interest rate on the Term Loan during the six months ended June 30, 2022 was 3.50%. We were required to make quarterly principal payments on the Term Loan beginning on December 31, 2021. On June 30, 2022, we had $98.1 million outstanding on the Term Loan. All outstanding principal and interest due on the Term Loan are due
at maturity.
The recent changes in our working capital requirements generally reflect the growth in our business. Although we cannot predict with certainty all of our particular short-term cash uses or the timing or amount of cash requirements, we believe that our available cash on hand, along with amounts available under our Revolving Credit Facility will be sufficient to satisfy our liquidity requirements for at least the next twelve months. However, the continued growth of our business, including our expansion into international markets, may significantly increase our expenses (including our capital expenditures) and cash requirements. Furthermore, we will continue to seek possible brand and mission consistent acquisition opportunities that would require additional capital. In addition, the amount of our future product sales is difficult to predict, and actual sales may not be in line with our
forecasts. As a result, we may be required to seek additional funds in the future from issuances of equity or debt, obtaining additional credit facilities, or loans from other sources.
Other Terms of the Revolving Credit Facility
We may request incremental term loans, incremental equivalent debt, or revolving commitment increases (we refer to each as an Incremental Increase) in amounts such that, after giving pro forma effect to such Incremental Increase, our total secured net leverage ratio (as defined in the Revolving Credit Facility) would not exceed the then-applicable cap under the Revolving Credit Facility. In the event that any lenders fund any of the Incremental Increases, the terms and provisions of each Incremental Increase, including the interest rate, shall be determined by us and the lenders, but in no event shall the terms and provisions,
when taken as a whole and subject to certain exceptions, of the applicable Incremental Increase, be more favorable to any lender providing any portion of such Incremental Increase than the terms and provisions of the loans provided under the Revolving Credit Facility unless such terms and conditions reflect market terms and conditions at the time of incurrence or issuance thereof as determined by us in good faith.
The Revolving Credit Facility is (a) jointly and severally guaranteed by the Guarantors and any future subsidiaries that execute a joinder to the guaranty and related collateral agreements and (b) secured by a first priority lien on substantially all of our and the Guarantors’ assets, subject to certain customary exceptions.
The Revolving Credit Facility requires us to comply with
certain financial ratios, including:
•at the end of each fiscal quarter, a total net leverage ratio (as defined in the Revolving Credit Facility) for the four quarters then ended of not more than: 4.00 to 1.00, for each quarter ending in 2021, 2022, and on June 30, 2023; 3.75 to 1.00, for each quarter ending June 30, 2023 through March 31, 2024; and 3.50 to 1.00, for each quarter ending June 30, 2024 or thereafter;
•at the end of each fiscal quarter commencing with the quarter ending September 30, 2021, an interest coverage ratio (as defined in the Revolving Credit Facility) for the four
quarters then ended of not less than 3.00 to 1.00.
In addition, the Revolving Credit Facility contains customary financial and non-financial covenants limiting, among other things, mergers and acquisitions; investments, loans, and advances; affiliate transactions; changes to capital structure and the business; additional indebtedness; additional liens; the payment of dividends; and the sale of assets, in each case, subject to certain customary exceptions. The Revolving Credit Facility contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, defaults under other material debt, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the Revolving Credit Facility to be in full force and effect, and a change of control of our business.
Cash
Flows
Six Months Ended June 30,
(dollars in thousands)
2022
2021
Cash flows provided by (used in):
Operating activities
$
(11,912)
$
(6,931)
Investing
activities
(5,356)
(20,946)
Financing activities
$
19,012
$
3,006
Operating activities
The $5.0 million increase in cash used in operating activities, as shown in the table above, was primarily due to the following:
•net income decreased $65.1
million, partially offset by increases in non-cash adjustments to net income of $39.6 million, which resulted in a cash usage of $25.5 million;
•changes in prepaid expenses and other current assets decreased operating cash flow by $3.7 million, primarily driven by an increase in value-added tax receivables and prepaid income taxes;
24
•changes in other non-current assets and liabilities decreased operating cash flow by $3.3 million, primarily driven by operating lease payments; and
•changes in accrued expenses and other current liabilities decreased operating cash flow by $2.3 million, primarily driven by net working
capital settlements paid in 2022 for 2021 acquisitions and current lease liabilities recognized as part the adoption of ASC 842.
Partially offsetting these increases in cash used in operating activities were the following:
•changes in deferred revenue increased operating cash flow by $17.8 million, primarily driven by shipments of previously backordered products;
•changes in accounts receivable increased operating cash flow by $8.6 million, primarily driven improved collection efforts; and
•changes in inventory increased operating cash flow by $3.8 million, primarily driven by higher inventory purchases in 2021 for new products.
Investing
activities
The $15.6 million decrease in cash used in investing activities, as shown in the table above, was due to an $18.4 million decrease in acquisition activity. This decrease was partially offset by an increase in capital expenditures of $2.8 million primarily due to increased equipment purchases for factory and warehouse build outs.
Financing activities
The $16.0 million increase in cash provided by financing activities, as shown in the table above, was primarily due to a $100.0 million increase in cash as a result of a decrease in payments for contingent consideration and a $29.7 million increase in cash as a result of decreases in distributions to non-controlling interests, partially offset by a $113.9 million decrease in cash provided by net debt activities.
Contractual
Obligations
For information regarding our contractual obligations, see Note 9, Long-Term Debt, Note 10, Leases, and Note 13, Commitments and Contingencies, in this Quarterly Report and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2021 Form 10-K.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. In preparing the consolidated financial statements,
we make estimates and judgments that affect the reported amounts of assets, liabilities, sales, expenses, and related disclosure of contingent assets and liabilities. We re-evaluate our estimates on an on-going basis. Our estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual results may differ from these estimates and could differ based upon other assumptions or conditions.
See Note 2, Significant Accounting Policies, to the audited consolidated financial statements included in our 2021 Form 10-K for more information about our significant accounting policies, including our critical accounting policies. The critical accounting estimates that reflect our more significant judgments and estimates used in the preparation of our consolidated financial statements
are described in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, included in our 2021 Form 10-K. During the six months ended June 30, 2022, there were no material changes to our critical accounting policies and estimates from those discussed in our 2021 Form 10-K, except as discussed below. Within the context of these critical accounting estimates, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.
Goodwill
As of June 30, 2022 and December 31, 2021, we had $382.7 million and $410.6 million of goodwill. In preparation of our unaudited
consolidated financial statements for the second quarter of 2022, we identified triggering events, performed an interim assessment for impairment and recorded $27.9 million of impairment for one of our reporting units (see Note 7, Goodwill). As a result of our interim testing, the fair value of the remaining reporting units exceeded their carrying values by greater than 10%.
The estimated fair values of the reporting units were determined using the income and market approaches, where comparable market data was available. Under the income approach, the assumptions that had the most significant impact determining the reporting units’ fair values were management’s estimates of operating margin expansion, estimates of working capital requirements, and the weighted average cost of capital (discount rate). Under the market approach, the assumptions that had the most significant impact determining
the reporting units’ fair values were the selection of comparable publicly-traded companies for each reporting unit and related valuation multiples. A change in any of these assumptions, individually or in the aggregate, or future financial performance below management expectations may result in the carrying value of one or more reporting units exceeding their fair value, and goodwill could be impaired. The future occurrence of a potential indicator of impairment could include matters such as: a decrease in expected net earnings, a further decline in equity market conditions, a decline in comparable market multiples, a continued and sustained decline in the Company’s common stock price, a significant adverse change in legal factors or the general business climate,
25
an
adverse action or assessment by a regulator, and a significant downturn in demand for products offered by the Company. In the event of significant adverse changes of the nature described above, it may be necessary for the Company to recognize a non-cash impairment of goodwill, which could have a material adverse effect on the Company’s consolidated business, results of operations and financial condition.
Recent Accounting Pronouncements
For a description of recent
accounting pronouncements, see “Recently Adopted Accounting Pronouncements” and “Recently Issued Accounting Pronouncements—Not Yet Adopted” in Note 1 to the unaudited consolidated financial statements included elsewhere in this Quarterly Report.
JOBS Act
We currently qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Accordingly, we are provided the option to adopt new or revised accounting guidance either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We have elected to adopt new or revised accounting guidance within the same time period as private companies, unless management determines it is preferable to take advantage of early adoption provisions
offered within the applicable guidance. Our utilization of these transition periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the transition periods afforded under the JOBS Act.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates.
Interest
Rate Risk
In order to maintain liquidity and fund business operations, we have a long-term credit facility and separate term loan that bear variable interest rates based on prime, federal funds, or LIBOR plus an applicable margin based on our total net leverage ratio. As of June 30, 2022, we had indebtedness of $57.5 million and $98.1 million under our Revolving Credit Facility and Term Loan, respectively. The nature and amount of our long-term debt can be expected to vary as a result of future business requirements, market conditions, and other factors. We may elect to enter into interest rate swap contracts to reduce the impact associated with interest rate fluctuations, but as of June 30, 2022, we have
not entered into any such contracts. A 100 bps increase in LIBOR would increase our interest expense by approximately $1.6 million in any given year.
Inflation Risk
Inflationary factors such as increases in the cost of our product and overhead costs may adversely affect our operating results. Although we have been able to navigate inflationary pressures without material impact to our financial position through June 30, 2022, a continued high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and SG&A expenses as a percentage of net sales, if the selling prices of our products do not increase with these increased costs.
We expect to continue to be impacted by the volatility we experienced in the first half of 2022 into the third quarter.
Commodity Price Risk
The primary raw materials and components used by our contract manufacturing partners include stainless steel and aluminum. We believe these materials are readily available from multiple vendors. We have, and may continue to, negotiate prices with suppliers of these products on behalf of our third-party contract manufacturers in order to leverage the cumulative impact of our volume; however, prices have fluctuated and may continue to do so. Certain of these products use petroleum or natural gas as inputs.
However, we do not believe there is a significant direct correlation between petroleum or natural gas prices and the costs of our products.
Foreign Currency Risk
Our international sales are primarily denominated in U.S. dollars. During the six months ended June 30, 2022, net sales in international markets accounted for 8.7% of our consolidated revenues. During the six months ended June 30, 2021, net sales in international markets accounted for 5.7% of our consolidated net sales. Therefore, we do not believe exposure to foreign currency fluctuations had a material impact on our net sales. A portion of our operating expenses are incurred outside the Unites States and are denominated in foreign currencies, which are also subject
to fluctuations due to changes in foreign currency exchange rates. In addition, our suppliers may incur many costs, including labor costs, in other currencies. To the extent that exchange rates move unfavorably for our suppliers, they may seek to pass these additional costs on to us, which could have a material impact on our gross margin. In addition, a strengthening of the U.S. dollar may increase the cost of our products to our customers outside of the United States. Our operating results and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates. However, we believe that the exposure to foreign currency fluctuations from operating expenses is not material at this time.
26
Item
4. Controls and Procedures
Limitations on effectiveness of controls and procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of disclosure controls and procedures
Our management, with the participation of our principal executive
officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2022, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2022 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
27
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Information on the Company’s legal proceedings is set forth under Part I, "Item 3. Legal Proceedings” in our 2021 Form 10-K. There have been no material changes to the legal proceedings as
described in the 2021 Form 10-K.
Item 1A. Risk Factors
You should carefully consider the risk factors set forth under Part I, Item 1A. Risk Factors in our 2021 Form 10-K, which could materially affect our business, financial condition, and future results. The risks described in the 2021 Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results.
There have been
no material changes to the risk factors identified in Part I, Item 1A. Risk Factors in our 2021 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sale of Equity Securities
There were no sales of unregistered securities during the three months ended June 30, 2022.
Purchase of Equity Securities
We did not repurchase shares of our Class A common stock during the three months ended June
30, 2022.
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
