a.k.a. Brands Holding Corp.

Greetings. Welcome to AKA Brands Holding Corps' fourth quarter and full year 2022 conference call. At this time, all participants are in listen-only mode. A question and answer session will follow the formal presentation. If anyone today should require operator assistance during the conference, please press star zero from your telephone keypad. Please note that this conference is being recorded. At this time, I'll now turn the conference over to Emily Schwartz with Head of Communications. Emily, you may now begin.

Good afternoon. Thank you for joining AKA Brands' fourth quarter and full year 2022 conference call to discuss the results released this afternoon, which can be found on our website at ir.aka-brands.com. With me on the call today is Kieran Long, Interim Chief Executive Officer and Chief Financial Officer. Before we get started, I'd like to remind you of the company's safe harbor language. Management may make forward-looking statements which refer to expectations, projections, and other characterizations of future events, including guidance and underlying assumptions. Forward-looking statements involve risks and certainties that could cause actual results to differ materially from those expressed. For further discussion of risks related to our business, please see our filings with the SEC. Please note we assume no obligation to update any such forward-looking statements. This call will contain non-GAAP financial measures such as adjustity beyond adjustity beyond margin. Reconciliation of these non-GAAP measures to the most comparable GAAP measures are included in the earnings-related furnished to the SEC and available on our website. The call will also contain certain numbers presented on a pro forma basis, which includes the impact of Culture Kings as if we had owned it for all periods and comparable periods described. With that, I'll turn the call over to Kiran.

Thanks, Emily. Good afternoon, everyone, and thanks for joining our call today. As you saw in today's press release, unfortunately, Jill is dealing with some unforeseen medical issues and is taking time to work through that. I will be taking on Jill's responsibilities as acting CEO on an interim basis, but Jill will continue to stay as involved in the business as her house allows for, and she will remain on the board. She will not be on today's call, but she prepared remarks that I will read on her behalf, and then I will continue with my commentary on the financials before taking your questions. The following are her remarks. Before we discuss our full quarter and full year results, I want to commend our teams for their unwavering dedication this year and for stepping up to every challenge that came our way. Despite the external pressures, we are steadfast in our vision to be the leaders in next-generation fashion for the next-generation consumer. And we remain laser-focused on growing our brands profitably. Our brands, teams, and flexible business model give me confidence that we have tremendous runway ahead and will deliver on our long-term goals. For the full year, net sales grew 9% to 612 million, or were flat on a pro forma basis, which, as a reminder, assumes we owned Culture Kings for all periods in 2021. On a constant currency basis, net sales increased 13%. The US, which is now our largest market, led our growth at 16%, and Australia grew 4%. Importantly, Despite the challenges in the macro environment, we continued to generate profit and delivered 32 million of adjusted EBITDA for the year. Our brands continue to gain market share and grow awareness around the world. In 2022, we grew our customer base to 3.8 million, and we expect that number to grow this year as we expand our brands, particularly Culture Kings in the US. And we grew our social media followers by nearly 1.5 million this year, across the portfolio, further proving the demand and relevancy of our brands. Turning now to the fourth quarter. The fourth quarter was softer than we anticipated as we faced a highly promotional backdrop and made strategic decisions on marketing and inventory newness that impacted both our top line and bottom line. Sales decreased 18% year-over-year to $149 million, or were down 13% on a constant currency basis. and we delivered adjusted EBITDA of 6 million. The US declined by 11% on top of a very strong 74% growth in the fourth quarter last year on a pro forma basis. And Australia declined 12% on a constant currency basis. I want to give you some color on the factors that impacted our business in the fourth quarter. A key anchor of our strategy is balancing growth and profitability across our brands. We're proud to run a profitable and durable business, and we're committed to building great brands for the long term. We entered the fourth quarter knowing it was going to be promotional due to the inventory glut across the fashion sector. But as we went through the holiday season, particularly in the second half of the quarter, the promotions and discounts were abundant and much more intense than we anticipated. As part of our efforts to balance growth and profitability, we made the strategic decision not to compete at our peers' promotional levels, and we held our discounts and promotions relatively flat to last year. Furthermore, because of the heightened promotional environment, we also saw that the returns and marketing investments were lower than previous levels, and incremental marketing spend was hitting diminishing returns and was not profitable. In an effort to maximize profitability, we held our marketing spend at the same 10% of net sales on a rate basis. which also impacted our top line. And lastly, as we aggressively tightened our inventory in the back half of the year, we entered the peak holiday selling period with fewer new styles in our women's brands, which impacted both the top and bottom lines. While our marketing decisions and lower levels of newness had short-term impacts on the quarter, we believe that they protect the integrity and durability of our brands and business model for the long term. I'm pleased to report that we have already taken steps to course correct. Given that we have flexibility in our operating model, as we've seen changes in the promotional environment, we've adjusted our marketing spend. And the fashion newness is back at our brands as we head into spring. I'm confident that with our levels of newness normalizing, we will also register a meaningful sequential improvement in our gross margin. Despite the challenging macro environment, I'm proud of the progress we made during the quarter, strengthening the foundation of the business. The Culture Kings flagship store that opened in November is exceeding our expectations, and we're pleased with the halo effect the store is having on online sales. We also continue to make sequential improvements on our inventory, which is down $17 million over the last six months, and we have another quarter of positive cash flow in the fourth quarter. Subsequent quarter end, we also paid down $6 million of our revolver. While we can't control the macro environment, we can control how we drive the business forward. To that extent, I'm excited to talk about the new initiatives across our portfolio that will drive growth, but more importantly, accelerate brand awareness for the long term. As we look to the future of fashion, we believe that core to building durable, next-generation brands is showing up everywhere our customers are. whether that's direct-to-consumer, through wholesale partners, digital, mobile, or in-stores. Our brands have already mastered building authentic relationships directly with customers and providing great experiences, and we believe they will excel in other channels too. To that end, in 2023, we're piloting select wholesale partnerships, and we're also testing a Princess Polly store in Southern California in the back half of the year. We have an exciting year ahead filled with new tests and initiatives while simultaneously strengthening our balance sheet to fuel profitable growth for the long term. So let me share some highlights from our brand initiatives. Starting with our women's brands, using robust data and analytics in combination with comprehensive survey work, it's clear that Princess Polly customers are creating more ways to experience the brand. As mentioned, we're very excited that Princess Polly is piloting a store in Southern California this year. and we'll share more information on the store in the coming months. I'm also excited to announce that Princess Polly signed a wholesale agreement with PacSun to carry select best-selling styles online and in 15 stores. PacSun is a strong strategic fit for Princess Polly's first wholesale engagement because they are also a top 10 brand according to Piper Sandler's Taking Stock with Teens survey. They have a large footprint in prime locations nationwide providing convenience for our existing customers to physically experience the quality of the Princess Polly brand in stores, as well as the opportunity to acquire new customers and promote brand awareness. The partnership launched today and a broader rollout will follow this summer. While we're looking forward to the new initiatives of Princess Polly, the brand is also laser focused on the core strategy. On the merchandising front, Princess Polly's core product has been about clothes for going out and hanging out, but the brand is uniquely positioned to offer a full range of merchandise from formal dresses to vintage tees. To that end, they're expanding their formal wear offering for this year's prom season, and similar to Culture Kings, Princess Polly is also leveraging the print shop we acquired in 2021 to quickly print graphic tees. They're dropping 10 to 15 new styles per month, which is a mix of Princess Polly's branded merchandise and licensed properties. They recently launched a Betty Boo licensed collection that exceeds expectations, and we're excited for an upcoming partnership with the NCAA. Leaders in next generation marketing, Princess Polly has mastered organically appearing on their customer screens and feeds, no matter the channel. They continue to lean heavily into TikTok, growing their follower base nearly 40% in 2022. And it's now a top-performing channel based in ROI. They've also fine-tuned and proved their TikTok influencer strategic partnerships with recent successful collaborations with influencer Alex Earle, who garnered over 4 million views in her campaigns, and Melody Miles, a micro-influencer who brought nearly 1,000 new customers to the brand. We're also excited that Princess Polly is bringing back its in-person events with the launch of their Spring Break Activation in Miami next week. Touring around popular hotspots in a branded Jeep, the Princess Polly team will be giving out merch, gathering viral-worthy social media content, and engaging with their customers. They're also hosting an exclusive party for influencers, college ambassadors, and their top-tier loyalty members to promote the brand and increase customer engagement. As I noted earlier, we view wholesale as a brand-building activity and as seeds of growth for the back half of 2023, but mostly for 2024 and beyond. In addition to piloting our wholesale strategy for Princess Polly with Paxson, we're in active discussions with other wholesale partners within the U.S. and internationally for all of our brands. We're also exploring marketplace opportunities, and Petal & Pub launched on Target Marketplace last month and is gaining traction. We'd be selective when choosing wholesale and marketplace partners to ensure a strong strategic fit and partners that would enhance our brand's awareness. Turning now to our streetwear brands. As I mentioned earlier, we're bullish on Culture King's expansion in the U.S. and I'm more confident than ever after seeing the initial success of the stores in Vegas. The store is exceeding expectations in revenue, traffic, and brand building activities. Equally as exciting is the impact the store is having on online sales since it opened in early November. They've seen great traction with in-store events, drawing artists such as ASAP Ferg, and athletes such as Kirk Cousins and Marlon Humphrey from the NFL. And celebrities such as Ludacris and Cascade have all shopped at Vegas Store. They have a robust marketing calendar and events lined up this year, both in the U.S. and Australia. This past weekend, Culture Kings had an official partnership with Rolling Load, a big hip-hop festival in L.A., where they had a branded stage and a basketball court and a merchandise and collab. They also partnered with professional boxer Caleb Plant, who hosted a live-streamed boxing session in the Vegas store this week and released an exclusive collaboration with Minimal. And Snoop Dogg DJed at the Melbourne Culture Kings store this past weekend. As a reminder, unlike our women's brands, Cush Kings carries a mix of in-house design fashion brands and third-party athletic, footwear, and fan gear apparel brands. We've always seen strong demand for the exclusive in-house design product in the US, which has now accelerated even further after the store opening. We're thrilled that seven of the top 10 brands by sales in Vegas are in-house exclusive brands, including Minimal, which is now a top 10 brand on the Culture King's website and in the Vegas store. In addition to the success of the in-house brands, we're excited that the store has unlocked new partnerships with third-party brands like New Balance and Crocs and more that will be available online and in stores in the coming months. I want to share that Simon and Tony Beard have stepped down from their day-to-day operating roles as co-CEOs of Culture King's to spend time with their family and pursue entrepreneurial ventures. Simon and Tani have built an incredible brand over the last decade and have set the brand up for tremendous global success. They will transition to advisors to the company and Simon remains an active member of the AKA Board of Directors. I want to express my gratitude to Simon and Tani for their partnership through this transition and more importantly, their unwavering commitment to building the brand into the global success it is today. Adrian Gribben, Culture King CFO, has been promoted to Chief Operating Officer, and John Yoska remains President of the U.S. We have confidence in this leadership team as they are industry veterans with tenured backgrounds in global streetwear and retail. I also want to share the subsequent quarter end we sold WebDolls back to the founder, Grizal Paula. The brand saw tremendous growth under our ownership, and we believe in its long-term success, but we've determined that the brand of Red Dog Size does not experience the full potential of the AKA platform. I want to thank Rizal for her partnership over the past three years, and we're excited to remain a minority shareholder in the brand. To conclude, I want to give you my perspective on 2023 and beyond. We anticipate that the macro environment will remain dynamic and pressured in the coming year. But as you've heard today, we're evolving our model and our strategies to build high quality, durable fashion brands for the long term. We're testing new ways to expand awareness and grow our customer base across the portfolio. We're aligned and nimble and will move even faster to accelerate these brands while continuing to deliver profit. We're viewing 2023 as a year to test and learn new channels and innovations while simultaneously strengthening our balance sheet. When I think about the long term, I'm confident that we have significant opportunity to deliver both growth and profit as Gen Z and millennials continue to gain spending power. Our brands are young and at the beginning of their life cycles with tremendous global runway ahead of them. We continue to manage our business prudently and I'm looking forward to an exciting year. Now, let me turn to my comments on the financials. Our fourth quarter results were softer than we anticipated, largely due to the macro environment and our strategic decision to pull back on marketing spend as we balanced profitability during the holiday season that became even more promotional than we anticipated in the second half of the quarter. We also made the decision not to compete at the same promotional and discount levels as our peers and held our promotions roughly flat to last year to protect the long-term integrity of our brands. And lastly, we aggressively brought down inventory in the back half of the year, particularly in our women's brands, which we believe impacted newness, our top-line results, and our margins. A combination of these factors resulted in four-quarter sales that came in below expectations. The lower than planned sales combined with a lower gross margin deleveraged the middle of the P&L. That said, we continued to make progress on strengthening our balance sheet in the fourth quarter. We delivered another quarter of positive operating cash flow. We registered sequential improvements on inventory, hitting our quarter in gold with continued improvements ahead in 2023. We continued reducing our outbound shipping and fulfillment costs which lays the foundation for greater cost efficiencies this year. And as I mentioned, we remain disciplined on the promotional front, limiting the breadth and depth of our discounts, protecting our brands. Additionally, subsequent to quarter end, we paid down $6 million of our revolver. Despite the challenging environment, I'm confident that we are well positioned for the upcoming year as we look to improve our operating model and exit 2023 with growing brands and a much stronger balance sheet. Before I go through the results in more detail, let me spend a few minutes on the non-cash impairment charge related to our acquisition of Culture Kings that you saw in our findings. The $173.8 million charge relates to an updated valuation of the Culture Kings business since acquisition, which is the result of the adverse economic trends in the fourth quarter, including inflation and interest rates as well as pressure of consumer demand. This charge does not impact a cash position, debt provenance, or future operations. As mentioned, we are pleased with the performance of the Culture King store and the halo effect in online sales, and it gives us confidence in the future of the brand in the US. Now for a detailed discussion on our results. For the fourth quarter, net sales declined 18% to $149 million compared to $182 million last year. On a constant currency basis, net sales were down 13% or $24 million. Active customers on a trailing 12-month basis was up 3%. Total fourth quarter orders were down 14% to last year at $1.9 million from lower marketing spend and the average order value of $77 was down 8% on a reported basis and flat in constant currency due to a lower mix of full price items. Now I'll provide a few highlights from our three regions. In the U.S., four-quarter net sales decreased to $71 million, down 11% from the four-quarter last year, driven by macro factors, including softness in demand trends, the highly promotional macro environment, fewer new styles in our women's brands as we move through inventory in the back half, and our decision to pull back on marketing. Australian net sales decreased 21% to $61 million, or were down 12% on a constant currency basis. Australian net sales were impacted by similar macroeconomic environment trends in the U.S., including softer demand and inflationary pressures, as well as an exaggerated shift of customers returning to stores post-pandemic. Notably, in the fourth quarter, Culture King stores continued to be the fastest growing area of the business in Australia. Turning to rest of the world, net sales of $80 million decreased 33% from the fourth quarter in the prior year, Similar to the third quarter, given the significant depreciation of the US dollar, we made a strategic decision to shift marketing dollars from the UK and Europe to our main regions that have higher returns. Additionally, our pricing model for markets outside of the US and Australia is tied to the US dollar. So when the dollar strengthens, our products become more expensive for customers in international regions. Moving to profitability. Reported gross margins in the fourth quarter was 52.8% versus 54.6% in the same period last year, or a decline of 180 basis points. When adjusted for the impact of the $3.7 million Culture Kings imagery step-up in the fourth quarter last year, gross margins would have declined 360 basis points, largely the result of a lower mix of full-priced items. Additionally, we continue to experience elevated freight rates as we work through older inventory. Selling expenses were $39 million compared to $45.5 million in the fourth quarter of 2021. Selling expenses were 26.2% of net sales compared to 24.9% of net sales in the fourth quarter of 2021. The increase was primarily due to fixed cost deleverage in our distribution centers given the lower volume of sales, partially offset by improvements we've made on outbound shipping and labor productivity. Importantly, we continue to make progress, and this is the second quarter of sequential rate improvement in selling expenses. Marketing expenses were $15.4 million compared to $21.5 million in the fourth quarter of 2021, a 28% reduction. On a rate basis, marketing expenses were 10.3% of net sales compared to 11.8% of net sales in the fourth quarter of 2021. The lower marketing expenses as a percent of sales was due to our strategic decision to pull back on spend as we balanced both sales and profitability. As I mentioned, as we went through the quarter, we determined the return on incremental marketing spend was lower than prior levels given the heightened levels of promotion during the holiday season. As we go through Q1, we are seeing some reduction in promotion intensity and we're increasing our marketing expense with the expectation that we'll be around 12% of net sales for marketing expense in Q1. General and administrative expenses were 26.1 million compared to 27.3 million in the fourth quarter of 2021. On a rate basis, G&A expense were 17.5% of net sales compared to 14.9% of net sales in the fourth quarter of 2021. The increase in G&A expenses as a percent of net sales was primarily due to lower sales in the fourth quarter of 2022. Adjusted EBITDA was 6.1 million or 4.1% of net sales compared to 16.1 million or 8.8% of net sales in the fourth quarter of 2021. Net loss as adjusted was 3.4 million or $0.03 per share in the fourth quarter of 2022 compared to a net income of $4.3 million or $0.03 per share in the same period last year. Turning to the balance sheet, we ended the quarter with $46 million in cash and cash equivalents and $144 million in debt. At the end of the quarter, we had total liquidity of approximately $56 million. Inventory at the end of the quarter was $127 million compared to $116 million at the end of the fourth quarter of 2021. While we were up in inventory dollars year-over-year, inventory units are down 2% compared to last year. The increase in inventory year-over-year was primarily associated with Culture King's new fulfillment center, the US door opening, and higher air freight expense. Compared to the end of the third quarter, inventory decreased 10.4 million, or 8%, and is down 5% on a unit basis. And inventory is down 17 million since the second quarter of 2022. Overall, we are pleased with the sequential improvement in inventory in the back half of 2022, and we feel confident in the composition, newness, and quality of our inventory, and expect to see continued sequential decline in inventory dollars and units in fiscal 2023 on a constant currency basis. Touching on cash flow. In the fourth quarter, we generated $11.1 million of operating cash flow, marking the second quarter of positive cash flow generation in fiscal 2022. In the back half of 2022, we generated $23 million of operating cash flow. Turning to our outlook. As we look to 2023 and beyond, we want to continue to build these brands to meet their long-term potential, which is why we're testing the omni-channel initiatives that I laid out. While we're doing that, we're also going to strengthen our balance sheet so we can build optionality and reinvest in the business. We're anticipating another year of macroeconomic pressure on both the consumer side as well as the expense side, and we'll continue to manage the business prudently. Overall for the year, we expect to deliver between 570 to 600 million in net sales. We're anticipating the first half of the year to be more challenging from a comp perspective due to our strong performance in the first half of last year when the consumer was excited to go back to festivals and traveling, and we anticipate comps easing in the back half. Importantly, with an improved level of newness in our imagery mix, and if we see better performance in marketing channels, we have the potential to increase our marketing spend to drive top-line sales in EBITDA dollars as the year progresses. Our new auto channel initiatives, including the Princess Polly store and wholesale, represent small initial tests that will not have a material impact on our financial performance in 2023 and are baked into our guidance. Our focus on testing new channels of distribution in 2023 will set the stage for future expansion of our market reach and growth over time. For the year, we expect to see year-over-year improvements in gross margin rate of about 100 basis points as we get past the elevated air freight rates that we saw in 2022. In selling expenses, we expect the overall rate for the year to be in line with the overall rate we experienced in 2022. We'll see higher rates in the first half of the year due to lower sales volume compared to last year. In G&A, we anticipate limited dollar growth spend year over year while ensuring we are driving efficiencies across the business and supporting future growth opportunities. All of these factors taken together, we anticipate delivering $35 to $37 million of EBITDA for the year. We expect tax rate of 30% and weighted average shares outstanding of approximately $130 million. I also want to call out the improvements that we're expecting in free cash flows and leverage we have in this area. Firstly, we expect capital expenditures to be in the range of eight to 10 million this year, significantly down from last year's 20 million. Secondly, we expect to see continued improvements on inventory turns and lower inventory dollars as we go through this year. These two areas combined with improving EBITDA will allow us to reduce our debt, improve our leverage and strengthen our balance sheet. As mentioned, subsequent to quarter end, we paid off 6 million of debt and we expect to continue to pay down our debts as we go through 2023. Looking at the first quarter, we're anticipating net sales of 130 to 116 million and EBITDA of 1.5 to 1.8 million. While we continue to manage our business through the current macro challenges, we remain confident in the long-term growth and success of our brands and business model. Now, we'll open it up for questions.