Equity-Based Compensation | Equity-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 common stock underlying stock options and restricted stock units 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. Incentive Units Prior to the IPO, certain employees of the Company purchased incentive units in Solo Stove Holdings, LLC for $0.000001 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 four years with 25% vesting on the one-year anniversary of the grant date and the remaining 75% of such service-based units vesting in substantially equal monthly installments over the following three 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 27.6 million incentive units outstanding immediately before the Reorganization Transactions. After the Reorganization Transactions, the 27.6 million incentive units converted into 3.4 million common units in Solo Stove Holdings, LLC. The 3.4 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, 0.9 million of the 2.3 million performance-based common units vested with the remaining 1.4 million unvested performance-based common units being canceled. Associated with these units the Company recognized $3.3 million of stock compensation expense during the fourth quarter of fiscal 2021. At IPO, the Company replaced the 1.4 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 two years, with 50% of units vesting after one year and 50% vesting in four 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 4.0x 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 $25.8 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 nine months ended September 30, 2022, the Company recognized $3.4 million and $10.2 million of equity-based compensation expense related to service-based units, respectively. During the three and nine months ended September 30, 2021, the Company recognized $0.2 million and $0.7 million of equity-based compensation expense related to service-based units, respectively. The grant date fair value of each incentive unit incorporates a range of assumptions for inputs as follows: 2020 Expected term (years) 4.0 Expected stock price volatility 36.0 % Risk-free interest rate 0.3 % Expected dividend yield — DLOM estimate 16.0 % Weighted average fair value at grant date $ 0.25 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) Aggregate Intrinsic Value Unvested, December 31, 2021 2,238 $ 13.91 2.11 $ 31,124 Granted — — — Forfeited/canceled (66) 15.02 (987) Vested (257) 4.35 (1,120) Unvested, September 30, 2022 1,915 15.15 1.24 29,017 Exercisable, September 30, 2022 (1) — $ — $ — (1) Note there were performance and service-based units that vested by September 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 10,789,561 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) 5% of the aggregate number of shares of Class A 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 100% of the fair market value of the underlying share on the date of grant. The options vest over four years, with 25% vesting on the first anniversary of the grant date and the remainder vesting in substantially equal quarterly installments over the following three years, subject to the employee’s continued employment with the Company through the applicable vesting date. During the three and nine months ended September 30, 2022, the Company recorded equity-based compensation expense related to the options of $0.1 million and $0.4 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) Aggregate Intrinsic Value (1) Outstanding, December 31, 2021 340 $ 17.00 9.8 $ — Granted 327 5.71 — Exercised — — — Forfeited/canceled (93) 17.00 — Outstanding, September 30, 2022 574 10.57 6.0 — Exercisable, September 30, 2022 — $ — — $ — (1) The aggregate intrinsic value is zero because the closing Class A common stock price at the end of each period is less than the weighted-average exercise price of the options. Unvested option activity is as follows (in thousands, except per share data): Options Weighted-Average Grant Date Fair Value Unvested, December 31, 2021 340 $ 8.71 Granted 327 2.84 Vested — — Forfeited or expired (93) 8.71 Unvested, September 30, 2022 574 $ 5.36 The fair value of each option was estimated at the grant date using the Black-Scholes method with the following assumptions: Nine Months Ended September 30, Fiscal Year Ended December 31, 2022 2021 Risk-free interest rate 2.7% - 3.1% 1.6 % Expiration (in years) 10 10 Expected volatility 40.5% - 40.7% 37.0 % Dividend yield — — Restricted Stock Units 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 four years, with 25% vesting on the first anniversary of the grant date and the remainder vesting in substantially equal quarterly installments over the following three years, subject to the employee’s continued employment with the Company through the applicable vesting date. During the three and nine months ended September 30, 2022, the Company recorded equity-based compensation expense related to the RSUs of $1.0 million and $2.5 million, respectively. The following table summarizes the activity related to the Company’s restricted stock units: Restricted Stock Units Outstanding Number of Awards Weighted-Average Grant Date Fair Value Outstanding, December 31, 2021 661 $ 19.05 Granted 730 5.32 Vested and converted to shares (12) 19.26 Forfeited/canceled (149) 17.71 Outstanding, September 30, 2022 1,230 $ 11.06 Employee Stock Purchase Plan 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) 1,618,434 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) 0.5% 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 Class A common stock as determined by the Board; provided, however, that no more than 6,473,736 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 September 30, 2022, awards with respect to 60,436 shares of Class A common stock have been issued under the ESPP. |