Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________________________________________________________________ FORM 10-Q __________________________________________________________________________________________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURI ...

Net Sales Increased 9.5% Compared to the Second Quarter of 2023, with U.S. Net Sales Up 19.3% Active Customer Growth of 11.7% on a Trailing Twelve-Month Basis Compared to the Second Quarter of 2023 On Track to Open Five Princess Polly Stores in 2024 Exhibit 99.1 a.k.a. Brands Holding Corp. Reports Second Quarter 2024 Financial Results SAN FRANCISCO – August 7, 2024 – a.k.a. Brands Holding Corp. (NYSE: AKA), a brand accelerator of next generation fashion brands, today announced financial results for the quar ...

Financial Data and Key Metrics Changes - Net sales for Q1 2024 were $117 million, down 3% year-over-year, but only down 1% on a constant currency basis [19] - Adjusted EBITDA was $874,000, exceeding guidance, compared to $2.2 million in the same period last year [23] - Gross margin was 56.2%, slightly down from 56.9% year-over-year [21] - Total debt decreased by 22% to $103.6 million compared to $132.4 million a year ago [23] Business Line Data and Key Metrics Changes - U.S. business net sales increased by 6.2%, accounting for 66% of total net sales, a 10% penetration increase [10][19] - Australia and New Zealand region net sales declined by 19.1% [19] - Petal & Pup launched a wedding guest collection and expanded its omni-channel presence, contributing to strong performance [16][17] Market Data and Key Metrics Changes - Active customer growth was 5.5%, with 3.8 million active customers in Q1 [20] - Average order value decreased by 3.8% to $77 [21] - The U.S. market remains the most profitable growth region, while Australia and New Zealand face challenging macro conditions [10][32] Company Strategy and Development Direction - The company focuses on three strategic priorities: retaining existing customers, expanding omni-channel presence, and streamlining operations for financial benefits [11][12] - Plans to open three new Princess Polly stores in Q3 2024, indicating a commitment to physical retail expansion [14] - The test-and-repeat merchandising approach is central to the company's strategy, allowing for better inventory management and customer engagement [11][39] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in growth opportunities in the U.S. market, particularly for Culture Kings and other brands [30][32] - The company raised its net sales guidance for 2024 to a range of $545 million to $555 million, reflecting a strong start to the year [24][27] - Management anticipates gross margin expansion in the second half of the year as inventory management improves [25][32] Other Important Information - The company repurchased 106,153 shares for approximately $1.1 million during the quarter [24] - Inventory levels decreased by 19% to $91.5 million, indicating effective inventory management [23] Q&A Session Summary Question: Opportunities for more Culture Kings stores in the U.S. - Management sees potential for more Culture Kings stores in the U.S. but not at the same level as the Las Vegas flagship [30] Question: Inventory normalization expectations - Management expects small sequential improvements in inventory levels as the U.S. business continues to grow [34] Question: Intra-quarter cadence and active customer growth - Management noted strong momentum in Q1, particularly in the U.S., with active customer growth across all channels [37][39] Question: Performance of Australia and New Zealand - Management acknowledged challenges in Australia but is optimistic about transitioning Culture Kings to a test-and-repeat model [42] Question: Capital allocation strategy - Management prioritizes growth opportunities while continuing to pay down debt and invest in the business [46]

[PART I - FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and management's discussion for the quarter ended March 31, 2024 [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Q1 2024, reporting a net loss of $8.9 million Condensed Consolidated Balance Sheet Highlights (unaudited) | Account | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :--- | :--- | :--- | | **Total Current Assets** | $133,611 | $135,695 | | **Total Assets** | $355,754 | $361,721 | | **Total Current Liabilities** | $82,489 | $85,961 | | **Total Liabilities** | $220,244 | $213,103 | | **Total Stockholders' Equity** | $135,510 | $148,618 | Condensed Consolidated Statements of Income (unaudited) | Metric | Three Months Ended Mar 31, 2024 (in thousands) | Three Months Ended Mar 31, 2023 (in thousands) | | :--- | :--- | :--- | | Net sales | $116,840 | $120,485 | | Gross profit | $65,674 | $68,500 | | Loss from operations | $(6,093) | $(6,551) | | Net loss | $(8,933) | $(9,553) | | Net loss per share (Basic & Diluted) | $(0.85) | $(0.89) | Condensed Consolidated Statements of Cash Flows Highlights (unaudited) | Activity | Three Months Ended Mar 31, 2024 (in thousands) | Three Months Ended Mar 31, 2023 (in thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | $(7,687) | $(2,960) | | Net cash used in investing activities | $(755) | $(1,880) | | Net cash provided by (used in) financing activities | $8,899 | $(11,443) | | **Net decrease in cash** | **$(133)** | **$(16,129)** | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail accounting policies, financial components, and disclosures, including revenue disaggregation and debt structure - The company has aggregated its four brands (Princess Polly, Petal & Pup, Culture Kings, mnml) into a single reportable segment due to similarities in products, processes, customers, and economic characteristics[38](index=38&type=chunk) Net Sales by Geography (in thousands) | Geography | Three Months Ended Mar 31, 2024 | Three Months Ended Mar 31, 2023 | | :--- | :--- | :--- | | U.S. | $77,138 | $72,626 | | Australia/New Zealand | $33,516 | $41,446 | | Rest of world | $6,186 | $6,413 | | **Total** | **$116,840** | **$120,485** | - As of March 31, 2024, the company had **$103.6 million** in total debt, consisting of a **$94.0 million** term loan and **$10.5 million** drawn on its revolving credit facility. The company was in compliance with all debt covenants[49](index=49&type=chunk)[51](index=51&type=chunk) - On September 29, 2023, the company effected a **one-for-12 reverse stock split** of its common stock. All share and per-share amounts for prior periods have been retrospectively adjusted[74](index=74&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2024 performance, noting a 3% net sales decrease to $116.8 million and a net loss of $8.9 million Key Operating Metrics | Metric | Three Months Ended Mar 31, 2024 | Three Months Ended Mar 31, 2023 | | :--- | :--- | :--- | | Active customers (millions) | 3.83 | 3.63 | | Average order value ($) | $77 | $80 | | Number of orders (millions) | 1.52 | 1.50 | Key Financial Metrics (GAAP and Non-GAAP) | Metric | Three Months Ended Mar 31, 2024 (in thousands) | Three Months Ended Mar 31, 2023 (in thousands) | | :--- | :--- | :--- | | Gross margin | 56% | 57% | | Net loss | $(8,933) | $(9,553) | | Adjusted EBITDA | $874 | $2,186 | | Adjusted EBITDA margin | 1% | 2% | - Net sales decreased by **3%** (**1%** on a constant currency basis) primarily due to a **4% decrease** in average order value, which was impacted by adverse macroeconomic conditions in Australia and New Zealand[106](index=106&type=chunk) - General and administrative expenses decreased by **$3.2 million** (**12%**), driven by lower sales tax penalties, professional fees, and intangible amortization[110](index=110&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity relies on $21.9 million cash and a senior secured credit facility, deemed sufficient for the next 12 months - Principal sources of liquidity as of March 31, 2024, were cash and cash equivalents of **$21.9 million**, a revolving line of credit, and a term loan accordion provision[113](index=113&type=chunk) - Net cash used in operating activities increased to **$7.7 million** in Q1 2024 from **$3.0 million** in Q1 2023, primarily due to increased inventory purchases compared to the prior period[119](index=119&type=chunk)[121](index=121&type=chunk) - Net cash provided by financing activities was **$8.9 million** in Q1 2024, a significant shift from the **$11.4 million** used in Q1 2023. This was mainly due to **$10.1 million** in net proceeds from the credit facility in 2024 versus net repayments in 2023[119](index=119&type=chunk)[125](index=125&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exempt from market risk disclosures as a smaller reporting company under SEC regulations - As a "smaller reporting company," the company is exempt from providing quantitative and qualitative disclosures about market risk[129](index=129&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to two unremediated material weaknesses in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective at the reasonable assurance level as of March 31, 2024, due to two unremediated material weaknesses[130](index=130&type=chunk) - The two material weaknesses are: (1) insufficient design, implementation, and documentation of internal controls at the entity level and across key processes, and (2) lack of appropriate segregation of duties in manual and IT-based processes[132](index=132&type=chunk) - Remediation efforts are ongoing, including hiring experienced personnel, engaging a third-party consulting firm, and implementing a new Enterprise Resource Planning (ERP) system to improve controls and enforce segregation of duties[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) [PART II - OTHER INFORMATION](index=39&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, other information, and exhibits for the reporting period [Item 1. Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to ordinary legal proceedings, with no material adverse impact expected, but a new copyright claim is noted - The company states that existing legal proceedings are not expected to have a material adverse impact on its financial position or results of operations[137](index=137&type=chunk) - In April 2024, the company received a cease and desist letter for alleged copyright infringement. While a loss is reasonably possible, the amount is not currently estimable[83](index=83&type=chunk) [Item 1A. Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors were reported in this period - The company reports no material changes to the risk factors disclosed in its 2023 Form 10-K[138](index=138&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details the company's share repurchase activity, with 113,959 shares repurchased in Q1 2024 Share Repurchase Activity (Q1 2024) | Period | Total Shares Purchased | Average Price Paid per Share ($) | | :--- | :--- | :--- | | Jan 2024 | 49,081 | $9.40 | | Feb 2024 | 37,501 | $10.24 | | Mar 2024 | 27,377 | $10.98 | | **Total** | **113,959** | **-** | - As of March 31, 2024, approximately **$1.8 million** remained available for future repurchases under the company's Share Repurchase Program[140](index=140&type=chunk) [Item 5. Other Information](index=40&type=section&id=Item%205.%20Other%20Information) No directors or executive officers adopted or terminated Rule 10b5-1 trading plans during Q1 2024 - During the three months ended March 31, 2024, no directors or executive officers adopted or terminated a Rule 10b5-1 trading plan[143](index=143&type=chunk) [Item 6. Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including required certifications and XBRL data files

[a.k.a. Brands Holding Corp. First Quarter 2024 Financial Results](index=1&type=section&id=a.k.a.%20Brands%20Holding%20Corp.%20First%20Quarter%202024%20Financial%20Results) [Performance Overview](index=1&type=section&id=Performance%20Overview) In Q1 2024, the company exceeded guidance despite a 3.0% decline in total net sales, driven by U.S. growth and balance sheet improvements Q1 2024 Key Financial Metrics | Metric | Q1 2024 | Q1 2023 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $116.8M | $120.5M | -3.0% | | U.S. Net Sales | - | - | +6.2% | | Net Loss | $(8.9)M | $(9.6)M | N/A | | Net Loss per Share | $(0.85) | $(0.89) | N/A | | Adjusted EBITDA | $0.9M | $2.2M | -59.1% | - The company successfully grew its active customer base by **5.5%** on a trailing twelve-month basis compared to Q1 2023[3](index=3&type=chunk)[6](index=6&type=chunk) - Significant balance sheet improvements were made year-over-year, with a **19% reduction in inventory** and a **22% reduction in debt**[3](index=3&type=chunk) - Management highlighted strong execution of strategic priorities, including customer acquisition and retention, omnichannel presence, and operational streamlining[6](index=6&type=chunk)[8](index=8&type=chunk) [Brand Highlights](index=1&type=section&id=Brand%20Highlights) Key brands executed strategic initiatives, including physical store expansion, new marketplace launches, and strong U.S. sales growth - Princess Polly is expanding its physical retail footprint with **three new stores planned for Q3 2024** in Scottsdale, Boston, and San Diego[12](index=12&type=chunk) - Petal & Pup expanded its omnichannel strategy by launching on Nordstrom's website, building on previous successes with Macy's and Target[12](index=12&type=chunk) - Culture Kings U.S. delivered another quarter of **strong double-digit net sales growth**, driven by its first-party brands which made up over 50% of its U.S. sales[12](index=12&type=chunk) [Financial Performance Analysis](index=2&type=section&id=Financial%20Performance%20Analysis) The company experienced mixed financial results with declining net sales and gross margin, offset by reduced administrative expenses [First Quarter Financial Details](index=2&type=section&id=First%20Quarter%20Financial%20Details) Net sales decreased 3.0% and gross margin contracted slightly, while G&A expenses improved as a percentage of sales Q1 2024 vs Q1 2023 Operating Results | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Net Sales | $116.8M | $120.5M | | Gross Margin | 56.2% | 56.9% | | Selling Expenses (% of sales) | 29.3% | 28.6% | | Marketing Expenses (% of sales) | 12.7% | 12.3% | | G&A Expenses (% of sales) | 19.4% | 21.5% | | Adjusted EBITDA | $0.9M | $2.2M | - The decrease in net sales was driven by a decline in average order value, primarily due to adverse macroeconomic conditions in Australia and New Zealand[18](index=18&type=chunk) - G&A expenses decreased primarily due to reductions in sales tax penalties and interest, professional fees, intangible amortization, and insurance costs[18](index=18&type=chunk) [Balance Sheet and Cash Flow](index=2&type=section&id=Balance%20Sheet%20and%20Cash%20Flow) The company strengthened its balance sheet by reducing inventory and debt, though cash flow from operations saw increased usage Balance Sheet and Cash Flow Highlights (as of March 31, 2024) | Metric | Q1 2024 | Q1 2023 | YoY Change | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | $21.9M | $30.2M | -27.5% | | Inventory | $91.5M | $112.5M | -18.7% | | Total Debt | $103.6M | $132.4M | -21.8% | | Cash flow used in operations | $(7.7)M | $(3.0)M | +156.7% | [Outlook](index=2&type=section&id=Outlook) The company provides guidance for Q2 and the full fiscal year 2024, anticipating net sales of $545 million to $555 million for the year Q2 2024 Outlook | Metric | Guidance Range | | :--- | :--- | | Net Sales | $133M - $138M | | Adjusted EBITDA | $4.5M - $5.5M | | Weighted Avg. Diluted Shares | 10.5M | Full Year 2024 Outlook | Metric | Guidance Range | | :--- | :--- | | Net Sales | $545M - $555M | | Adjusted EBITDA | $17M - $19M | | Weighted Avg. Diluted Shares | 10.6M | - The outlook assumes continued macroeconomic pressures, particularly in Australia and New Zealand, and the opening of three to four Princess Polly stores[16](index=16&type=chunk) [Key Financial and Operating Metrics](index=9&type=section&id=Key%20Financial%20and%20Operating%20Metrics) Active customers grew 5.5%, but average order value declined, with U.S. sales growth contrasting a sharp decline in Australia/New Zealand Key Operational Metrics (Q1 2024 vs Q1 2023) | Metric | Q1 2024 | Q1 2023 | % Change | | :--- | :--- | :--- | :--- | | Active customers (millions) | 3.83 | 3.63 | 5.5% | | Average order value | $77 | $80 | (3.8)% | | Number of orders (millions) | 1.52 | 1.50 | 1.3% | Sales by Region (Q1 2024 vs Q1 2023) | Region | Q1 2024 Sales | Q1 2023 Sales | % Change | | :--- | :--- | :--- | :--- | | U.S. | $77.1M | $72.6M | 6.2% | | Australia/New Zealand | $33.5M | $41.4M | (19.1)% | | Rest of world | $6.2M | $6.4M | (3.5)% | | **Total** | **$116.8M** | **$120.5M** | **(3.0)%** | [Consolidated Financial Statements](index=6&type=section&id=Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated statements of income, balance sheets, and cash flows for Q1 2024 [Condensed Consolidated Statements of Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) The company reported a net loss of $8.9 million on net sales of $116.8 million for the first quarter of 2024 Q1 2024 Income Statement Summary (in thousands) | Line Item | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Net sales | $116,840 | $120,485 | | Gross profit | $65,674 | $68,500 | | Loss from operations | $(6,093) | $(6,551) | | Net loss | $(8,933) | $(9,553) | | Net loss per share | $(0.85) | $(0.89) | [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2024, the company held total assets of $355.8 million and total liabilities of $220.2 million Balance Sheet Summary (in thousands) | Line Item | March 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $21,939 | $21,859 | | Inventory | $91,489 | $91,024 | | Total assets | $355,754 | $361,721 | | Total liabilities | $220,244 | $213,103 | | Total stockholders' equity | $135,510 | $148,618 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $7.7 million, while financing activities provided $8.9 million in cash Cash Flow Summary (in thousands) | Line Item | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(7,687) | $(2,960) | | Net cash used in investing activities | $(755) | $(1,880) | | Net cash (used in) provided by financing activities | $8,899 | $(11,443) | | Net decrease in cash | $(133) | $(16,129) | [Reconciliation of Non-GAAP Financial Measures](index=10&type=section&id=Reconciliation%20of%20Non-GAAP%20Financial%20Measures) This section reconciles the Q1 2024 GAAP net loss of $8.9 million to the non-GAAP Adjusted EBITDA of $0.9 million Reconciliation of Net Loss to Adjusted EBITDA (in thousands) | Line Item | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | **Net loss** | **$ (8,933)** | **$ (9,553)** | | Total other expense, net | 2,821 | 3,885 | | Provision for (benefit from) income tax | 19 | (883) | | Depreciation and amortization expense | 4,298 | 5,440 | | Equity-based compensation expense | 1,956 | 1,936 | | Non-routine items | 713 | 1,361 | | **Adjusted EBITDA** | **$ 874** | **$ 2,186** |

LAS VEGAS--(BUSINESS WIRE)--Culture Kings, a premier international streetwear brand and retail destination, proudly announces its return as an official partner of Rolling Loud California, taking place in Inglewood, CA from March 14th to March 17th, 2024. This marks the second consecutive year of the global partnership between Culture Kings and Rolling Loud, the World’s Largest Hip-Hop Festival, further solidifying the brand’s commitment to music, fashion, and culture. As part of this exciting collaborati ...

a.k.a Brands Holding Corp. (NYSE:AKA) Q4 2023 Earnings Conference Call March 7, 2024 4:15 PM ET Company Participants Ciaran Long - Interim Chief Executive Officer & Chief Financial Officer Emily Schwartz - Head, Investor Relations & Corporate Communications Conference Call Participants Youssef Squali - Truist Securities Ashley Owens - KeyBanc Capital Markets Operator Greetings, and welcome to the a.k.a Brands Fourth Quarter and Fiscal 2023 Earnings Conference Call. At this time all participants are in a lis ...

Company Performance - A.k.a. Brands reported a quarterly loss of $1.31 per share, significantly worse than the Zacks Consensus Estimate of a loss of $0.46, and compared to a loss of $0.36 per share a year ago, indicating a negative earnings surprise of -184.78% [1] - The company's revenues for the quarter ended December 2023 were $148.91 million, missing the Zacks Consensus Estimate by 3.56%, and slightly down from $149.13 million in the same quarter last year [1] - Over the last four quarters, A.k.a. Brands has not surpassed consensus EPS estimates, and it has topped consensus revenue estimates only twice [1] Stock Performance - A.k.a. Brands shares have increased by approximately 51.6% since the beginning of the year, outperforming the S&P 500, which gained 7% [2] - The future performance of A.k.a. Brands' stock will largely depend on management's commentary during the earnings call and the company's earnings outlook [2] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is -$0.24 on revenues of $127.5 million, and for the current fiscal year, it is -$0.77 on revenues of $586.6 million [4] - The estimate revisions trend for A.k.a. Brands is mixed, resulting in a Zacks Rank 3 (Hold), indicating that the shares are expected to perform in line with the market in the near future [3] Industry Context - The Retail - Apparel and Shoes industry, to which A.k.a. Brands belongs, is currently ranked in the bottom 39% of over 250 Zacks industries, suggesting potential challenges ahead [4] - Zumiez, another company in the same industry, is expected to report quarterly earnings soon, with a consensus EPS estimate of $0.26, reflecting a year-over-year decline of -55.9% [5]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________________________________________________________________ FORM 10-K __________________________________________________________________________________________________ (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ...

Exhibit 99.1 a.k.a. Brands Holding Corp. Reports Fourth Quarter and Full Year 2023 Financial Results U.S. Net Sales Grew ~12% Compared to the Fourth Quarter of 2022 Strengthened Balance Sheet Through $50.7 Million Debt Paydown in FY23 Scaling Omnichannel Strategy through Additional Stores, Marketplace and Wholesale Opportunities in 2024 SAN FRANCISCO – March 7, 2024 – a.k.a. Brands Holding Corp. (NYSE: AKA), a brand accelerator of next generation fashion brands, today announced financial results for the fou ...