A.K.A. BRANDS HOLDING CORP. 10-K

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a “smaller reporting company,” as defined in Item 10 of Regulation S-K, we are not required to provide this information. 72 Table of Contents ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA a.k.a. BRANDS HOLDING CORP. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PricewaterhouseCoopers, Melbourne, Australia, Auditor Firm ID: 1379 ) 74 CONSOLIDATED BALANCE SHEETS 75 CONSOLIDATED STATEMENTS OF INCOME 76 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 77 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY, PARTNERS' CAPITAL AND REDEEMABLE NONCONTROLLING INTEREST 78 CONSOLIDATED STATEMENTS OF CASH FLOWS 79 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 81 73 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of a.k.a. Brands Holding Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of a.k.a. Brands Holding Corp. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, partners’ capital and redeemable noncontrolling interest and cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers Melbourne, Australia March 7, 2024 We have served as the Company’s auditor since 2021. 74 Table of Contents a.k.a. BRANDS HOLDING CORP. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 21,859 $ 46,319 Restricted cash 2,170 2,054 Accounts receivable 4,796 3,231 Inventory, net 91,024 126,533 Prepaid income taxes — 6,089 Prepaid expenses and other current assets 15,846 13,378 Total current assets 135,695 197,604 Property and equipment, net 27,154 28,958 Operating lease right-of-use assets 37,465 37,317 Intangible assets, net 64,322 76,105 Goodwill 94,898 167,731 Deferred tax assets 1,569 1,070 Other assets 618 853 Total assets $ 361,721 $ 509,638 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 28,279 $ 20,903 Accrued liabilities 25,223 39,806 Sales returns reserve 9,610 3,968 Deferred revenue 11,782 11,421 Income taxes payable 257 — Operating lease liabilities, current 7,510 6,643 Current portion of long-term debt 3,300 5,600 Total current liabilities 85,961 88,341 Long-term debt 90,094 138,049 Operating lease liabilities 35,344 34,404 Other long-term liabilities 1,704 1,483 Deferred income taxes — 284 Total liabilities 213,103 262,561 Commitments and contingencies (Note 16) Stockholders’ equity: Preferred stock, $ 0.001 par value; 50,000,000 shares authorized; zero shares issued or outstanding as of December 31, 2023 and 2022, respectively — — Common stock, $ 0.001 par value; 500,000,000 shares authorized; 10,567,881 and 10,750,586 shares issued and outstanding as of December 31, 2023 and 2022, respectively* 128 129 Additional paid-in capital 466,172 460,660 Accumulated other comprehensive loss ( 50,269 ) ( 45,185 ) Accumulated deficit ( 267,413 ) ( 168,527 ) Total stockholders’ equity 148,618 247,077 Total liabilities and stockholders’ equity $ 361,721 $ 509,638 The accompanying notes are an integral part of these consolidated financial statements * Adjusted for the one-for-12 Reverse Stock Split. Refer to Note 14, “Stockholders’ Equity.” 75 Table of Contents a.k.a. BRANDS HOLDING CORP. CONSOLIDATED STATEMENTS OF INCOME (in thousands, except share and per share amounts) Year Ended December 31, 2023 2022 2021 Net sales $ 546,258 $ 611,738 $ 562,191 Cost of sales 245,978 274,491 254,527 Gross profit 300,280 337,247 307,664 Operating expenses: Selling 149,307 166,070 144,345 Marketing 68,907 66,730 58,120 General and administrative 96,951 102,700 88,816 Goodwill impairment 68,524 173,786 — Total operating expenses 383,689 509,286 291,281 (Loss) income from operations ( 83,409 ) ( 172,039 ) 16,383 Other expense, net: Interest expense ( 11,165 ) ( 7,043 ) ( 9,485 ) Loss on extinguishment of debt — — ( 10,924 ) Other expense ( 2,391 ) ( 1,532 ) ( 1,213 ) Total other expense, net ( 13,556 ) ( 8,575 ) ( 21,622 ) Loss before income taxes ( 96,965 ) ( 180,614 ) ( 5,239 ) (Provision for) benefit from income tax ( 1,921 ) 3,917 ( 852 ) Net loss ( 98,886 ) ( 176,697 ) ( 6,091 ) Net loss attributable to noncontrolling interests — — 123 Net loss attributable to a.k.a. Brands Holding Corp. $ ( 98,886 ) $ ( 176,697 ) $ ( 5,968 ) Net loss per share, basic and diluted* $ ( 9.24 ) $ ( 16.47 ) $ ( 0.77 ) Weighted average shares outstanding, basic and diluted* 10,707,024 10,726,392 7,769,281 The accompanying notes are an integral part of these consolidated financial statements * Adjusted for the one-for-12 Reverse Stock Split. Refer to Note 14, “Stockholders’ Equity.” 76 Table of Contents a.k.a. BRANDS HOLDING CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended December 31, 2023 2022 2021 Net loss $ ( 98,886 ) $ ( 176,697 ) $ ( 6,091 ) Other comprehensive loss: Currency translation ( 5,084 ) ( 34,105 ) ( 27,619 ) Total comprehensive loss ( 103,970 ) ( 210,802 ) ( 33,710 ) Comprehensive loss attributable to noncontrolling interests — — 10,824 Comprehensive loss attributable to a.k.a. Brands Holding Corp. $ ( 103,970 ) $ ( 210,802 ) $ ( 22,886 ) The accompanying notes are an integral part of these consolidated financial statements 77 Table of Contents a.k.a. BRANDS HOLDING CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY, PARTNERS’ CAPITAL (1) AND REDEEMABLE NONCONTROLLING INTEREST (in thousands, except share and unit data) Common Stock Partnership Units Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings (Accumulated Deficit) Non-controlling Interest Total Equity Redeemable Noncontrolling Interest Shares (2) Amount Units Amount Balance as of December 31, 2020 — — 114,167,842 108,197 727 5,839 14,138 9,983 138,884 — Issuance of units — — 25,746,282 82,669 — — — — 82,669 — Noncontrolling interest from purchase of Culture Kings — — — — — — — — — 142,718 Purchase of Petal & Pup noncontrolling interest — — — — ( 10,599 ) — — ( 9,599 ) ( 20,198 ) — Purchase of Culture Kings noncontrolling interest 1,817,483 22 — — 132,256 — — — 132,278 ( 132,278 ) Reorganization transactions 7,898,363 95 ( 139,914,124 ) ( 190,866 ) 190,771 — — — — — Issuance of common stock upon initial public offering, net issuance costs 833,333 10 — — 95,711 — — — 95,721 — Issuance of common stock in the acquisition of mnml 171,474 2 — — 17,303 — — — 17,305 — Change in tax bases of Culture Kings’ assets related to purchase of Culture Kings’ noncontrolling interest — — — — 19,595 — — — 19,595 — Equity-based compensation — — — — 8,043 — — — 8,043 — Cumulative translation adjustment — — — — — ( 16,919 ) — ( 1,006 ) ( 17,925 ) ( 9,694 ) Net (loss) income — — — — — — ( 5,968 ) 622 ( 5,346 ) ( 746 ) Balance as of December 31, 2021 10,720,653 129 — — 453,807 ( 11,080 ) 8,170 — 451,026 — Equity-based compensation — — — — 6,730 — — — 6,730 — Issuance of common stock under employee equity plans, net of shares withheld 29,933 — — — 123 — — — 123 — Cumulative translation adjustment — — — — — ( 34,105 ) — — ( 34,105 ) — Net loss — — — — — — ( 176,697 ) — ( 176,697 ) — Balance as of December 31, 2022 10,750,586 129 — — 460,660 ( 45,185 ) ( 168,527 ) — 247,077 — Equity-based compensation — — — — 7,640 — — — 7,640 — Issuance of common stock under employee equity plans, net of shares withheld 137,801 — — — ( 28 ) — — — ( 28 ) — Repurchase of shares ( 320,506 ) ( 1 ) — — ( 2,100 ) — — — ( 2,101 ) — Cumulative translation adjustment — — — — — ( 5,084 ) — — ( 5,084 ) — Net loss — — — — — — ( 98,886 ) — ( 98,886 ) — Balance as of December 31, 2023 10,567,881 $ 128 — $ — $ 466,172 $ ( 50,269 ) $ ( 267,413 ) $ — $ 148,618 $ — _________ (1) Excelerate, L.P. was the predecessor entity to a.k.a. Brands Holding Corp. Refer to Note 1, “Description of Business,” for additional information. (2) Adjusted for the one-for-12 Reverse Stock Split. Refer to Note 14, “Stockholders’ Equity.” The accompanying notes are an integral part of these consolidated financial statements 78 Table of Contents a.k.a. BRANDS HOLDING CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net loss $ ( 98,886 ) $ ( 176,697 ) $ ( 6,091 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation expense 7,605 6,156 2,694 Amortization expense 11,536 14,192 14,016 Amortization of inventory fair value adjustment — 707 15,908 Amortization of debt issuance costs 624 647 607 Loss on extinguishment of debt — — 10,924 Lease incentives 1,596 1,722 361 Loss on disposal of businesses 1,533 — — Non-cash operating lease expense 7,766 9,779 6,246 Equity-based compensation 7,640 6,730 8,043 Deferred income taxes, net ( 745 ) ( 4,064 ) ( 11,951 ) Goodwill impairment 68,524 173,786 — Changes in operating assets and liabilities, net of effects of acquisitions: Accounts receivable ( 1,283 ) ( 602 ) ( 858 ) Inventory 32,149 ( 16,257 ) ( 32,131 ) Prepaid expenses and other current assets ( 2,789 ) 6,134 ( 11,543 ) Accounts payable 7,512 ( 1,888 ) 6,038 Income taxes payable 6,214 ( 2,442 ) ( 9,329 ) Accrued liabilities ( 13,982 ) ( 7,419 ) 26,678 Returns reserve 5,566 ( 2,678 ) 3,091 Deferred revenue 522 267 7,197 Lease liabilities ( 7,676 ) ( 8,392 ) ( 5,932 ) Net cash provided by (used in) operating activities 33,426 ( 319 ) 23,968 Cash flows from investing activities: Acquisition of businesses, net of cash acquired — ( 5,321 ) ( 249,302 ) Purchase of noncontrolling interest — — ( 20,198 ) Purchases of intangible assets ( 61 ) ( 247 ) ( 841 ) Purchases of property and equipment ( 5,970 ) ( 19,746 ) ( 7,734 ) Net cash used in investing activities ( 6,031 ) ( 25,314 ) ( 278,075 ) Cash flows from financing activities: Proceeds from initial public offering, net of issuance costs — — 96,863 Payments of costs related to initial public offering — ( 1,142 ) — Proceeds from line of credit, net of issuance costs 11,500 40,000 34,150 Repayment of line of credit ( 51,500 ) — ( 42,204 ) Proceeds from issuance of debt, net of issuance costs — ( 121 ) 254,134 Repayment of debt ( 10,700 ) ( 5,600 ) ( 155,762 ) Taxes paid related to net share settlement of equity awards ( 191 ) ( 104 ) — Proceeds from issuances under equity-based compensation plans 162 227 — Proceeds from issuance of units — — 82,669 Repurchase of shares ( 2,100 ) — — Net cash (used in) provided by financing activities ( 52,829 ) 33,260 269,850 Effect of exchange rate changes on cash, cash equivalents and restricted cash 1,090 ( 272 ) ( 1,824 ) Net change in cash, cash equivalents and restricted cash ( 24,344 ) 7,355 13,919 Cash, cash equivalents and restricted cash at beginning of year 48,373 41,018 27,099 Cash, cash equivalents and restricted cash at end of year $ 24,029 $ 48,373 $ 41,018 79 Table of Contents a.k.a. BRANDS HOLDING CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2023 2022 2021 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 21,859 $ 46,319 $ 38,832 Restricted cash 2,170 2,054 2,186 Total cash, cash equivalents and restricted cash $ 24,029 $ 48,373 $ 41,018 Supplemental disclosure of cash flow information: Interest paid $ 10,515 $ 6,296 $ 7,901 Income tax (refund received) paid, net ( 4,039 ) 2,329 20,626 Supplemental disclosure of non-cash investing activities: Consideration payable in connection with a business acquisition $ — $ — $ 4,901 Fair value of common stock issued in connection with the purchase of mnml — — 17,305 Right-of-use asset additions under operating leases 8,447 22,237 4,073 Offering costs not yet paid — — 1,142 Debt issuance costs not yet paid — — 121 The accompanying notes are an integral part of these consolidated financial statements 80 Table of Contents a.k.a. BRANDS HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (tabular amounts in thousands, except share, per share data, unit, per unit data, ratios, or as noted) Note 1. Organization and Description of Business a.k.a. Brands Holding Corp. (together with its wholly owned subsidiaries, collectively, the “Company”), which operates under the name “a.k.a. Brands” or “a.k.a.,” is a portfolio of next-generation fashion brands for the next generation of consumers. The Company seeks to leverage its industry expertise and operational synergies to accelerate its brands so they can grow faster, reach broader audiences, achieve greater scale and enhance their profitability. The Company is headquartered in San Francisco, California, with buying, studio, marketing, fulfillment and administrative functions primarily in Australia and the United States. Initial Public Offering In September 2021, the Company completed an initial public offering (the “IPO”), in which the Company issued and sold 833,333 shares of its newly authorized common stock for $ 132.00 per share, both as adjusted for the one-for-12 Reverse Stock Split (as defined in Note 14, “Stockholders’ Equity”), for net proceeds of $ 95.7 million, after deducting underwriting discounts and commissions of $ 6.6 million, and offering costs of $ 7.7 million. Reorganization Transactions a.k.a. Brands Holding Corp. was formed as a Delaware corporation on May 20, 2021 to be the issuer of common stock in the IPO. Excelerate, L.P. (“Excelerate”), a Cayman limited partnership, and the predecessor entity to a.k.a. Brands Holding Corp., was the holding company of the entities that owned and operated the a.k.a. businesses prior to the IPO. The equity interests of Excelerate, which included the Series A partner units and incentive units, were owned by affiliates of Summit Partners LP (“Summit”), certain other investors and certain of our executive officers and directors and other members of management. In connection with the IPO, a reorganization was undertaken to cause Excelerate to become a wholly-owned subsidiary of a.k.a. Brands Holding Corp. Immediately prior to the reorganization, Summit, management and certain other investors exchanged their limited partnership interests in Excelerate for limited partnership interests in New Excelerate, L.P. (“New Excelerate”), and New Excelerate became a limited partner of Excelerate. Immediately prior to the pricing of the IPO, New Excelerate and other Excelerate investors transferred their interests in Excelerate to a.k.a. Brands Holding Corp., in exchange for common stock in a.k.a. Brands Holding Corp (the “New Excelerate Reorganization”). As a result, Excelerate became a wholly-owned subsidiary of a.k.a. Brands Holding Corp. As a result of the Culture Kings acquisition in March 2021 (refer to Note 3, “Acquisitions,” for additional information on the Culture Kings acquisition), Excelerate indirectly owned 55 % of the equity interests in CK Holdings, LP (“CK Holdings”), which owned 100 % of the Company’s Culture Kings business prior to the IPO. The remaining 45 % of the equity interests in CK Holdings were held by certain minority investors. Immediately following the New Excelerate Reorganization, the Company completed a series of transactions in which the minority investors exchanged their remaining interests in CK Holdings for 1,817,483 newly issued shares of a.k.a. Brands Holding Corp.’s common stock, as adjusted for the one-for-12 Reverse Stock Split. The number of shares issued in exchange for the minority interests was determined based on the relative valuations of CK Holdings and consolidated a.k.a. at the time of the IPO. Excelerate historically owned 66.7 % of the equity interests in P&P Holdings, LP (“P&P Holdings”), which operated the Company’s Petal & Pup business prior to the IPO. The remaining 33.3 % of the equity interests in P&P Holdings were held by certain minority investors. On August 19, 2021, the Company repurchased approximately 6.0 % of the equity held by the P&P minority investors for AUD $ 5.0 million. In connection with the completion of the IPO, the Company used a portion of the net proceeds from the IPO to fund the acquisition of the remaining 27.3 % of the equity interests in P&P Holdings then owned by the P&P minority investors for cash of approximately AUD $ 22.8 million. Following the completion of this purchase, P&P Holdings became a wholly-owned subsidiary of a.k.a. Brands Holding Corp. Refinancing Transactions In March 2021, certain subsidiaries of the Company entered into senior secured credit facilities that provided the Company with a $ 125.0 million senior secured term loan facility and up to $ 25.0 million aggregate principal in revolving borrowings (the “Fortress Credit Facilities”), and also issued $ 25.0 million in senior subordinated notes to an affiliate of Summit (the “Summit Notes”) to provide financing for the Company’s acquisition of Culture Kings. 81 Table of Contents In connection with the IPO, certain subsidiaries of the Company entered into a senior secured credit facility inclusive of a $ 100 million term loan and a $ 50 million revolving line of credit. The Company used borrowings under this senior secured credit facility’s term loan, together with a portion of the proceeds from the IPO, to repay the Fortress Credit Facilities in full and to redeem the Summit Notes in full and subsequently terminated them. Refer to Note 8, “Debt,” for additional information. Historical Units Prior to the IPO, incentive units had been issued to certain directors and members of management. These incentive units had a requirement that such shares could not participate in distributions and earnings of Excelerate until after the holders of the Series A partner units received their return of capital plus a specified threshold amount per unit. At no time prior to IPO had such threshold been met. In September 2021, in connection with the IPO, all previous ownership interests in Excelerate, held by New Excelerate and other Excelerate investors were exchanged for shares of common stock in a.k.a. Brands Holdings Corp. in direct proportion to their respective Series A partner units and incentive units, subject to a reverse split factor of 61.25 %. All unit, per unit and related information presented in the accompanying consolidated financial statements have been retroactively adjusted, where applicable, to reflect the impact of the split of units held by New Excelerate investors into a proportionate amount of shares of a.k.a. Brands Holdings Corp.’s common stock. The terms of the incentive units remained unchanged and individual holders of such units will only be entitled to participate in the distributions and earnings of New Excelerate once the holders of the Series A partner units receive their return of capital plus a specified threshold amount per unit. However, as New Excelerate was issued shares of common stock in direct proportion to its combined Series A partner units and incentive units, New Excelerate will participate in all distributions and returns of the Company in relation to the total amount of shares of a.k.a. Brands Holdings Corp.’s common stock that it holds. Prior to the IPO, the Company used the two-class method in calculating earnings per unit and had not deemed the incentive units to be potentially dilutive because such shares cannot participate in distributions and earnings of the Company until after the Series A units receive their return of capital plus a specified threshold amount per unit, and such threshold had not been met. Accordingly, basic and diluted earnings per share presented on the consolidated statements of income for all periods prior to the IPO are the same. Post-IPO, the common stock held by New Excelerate includes shares issued in proportion to the ownership interests in respect to the incentive units. Therefore, the impact of the incentive unit ownership is included in the common stock issued and outstanding after the IPO. Note 2. Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the balances of the Company and all of its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. On an ongoing basis, the Company evaluates items subject to significant estimates and assumptions. Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist of cash and cash equivalents, restricted cash and accounts receivable. Although the Company’s deposits held with banks may exceed the amount of federal insurance provided on such deposits, the Company has not experienced any losses in such accounts. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash and cash equivalents for the amounts reflected on the consolidated balance sheets. As of December 31, 2023 and 2022, the Company had $ 9.3 million and $ 21.7 million, respectively, on deposit in banks outside of the United States. 82 Table of Contents Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity (at date of purchase) of three months or less to be cash equivalents. Cash and cash equivalents consist primarily of demand deposits and receivables from third-party credit card processors. Cash equivalents are carried at cost, which approximates fair value. Restricted Cash Restricted cash primarily relates to amounts held by counterparties as collateral under various lease agreements. Restricted cash is presented separately from cash and cash equivalents on the accompanying consolidated balance sheets. Accounts Receivable Accounts receivable consists of trade accounts receivable that are reported net of an allowance for doubtful accounts. The Company had $ 0.2 million in allowance for doubtful accounts as of December 31, 2023. The Company had no allowance for doubtful accounts as of December 31, 2022. Inventory, Net Inventories are accounted for using an average cost method and are valued at the lower of cost or net realizable value. Cost of inventory includes import duties and other taxes and transport and handling costs. The Company records a provision for excess and obsolete inventory to adjust the carrying value of inventory based on assumptions regarding future demand for the Company’s products. Lower of cost or net realizable value is evaluated by considering obsolescence, excess levels of inventory, deterioration and other factors. The Company analyzes the quantity of inventory on hand, the quantity sold in the past year, the anticipated sales volume, the expected sales price and the cost of making the sale when evaluating the net realizable value of its inventory. If the sales volume or sales price of specific products declines, additional write-downs may be required. Excess and obsolete inventory is charged to cost of goods sold in the period the write-down is estimated. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist primarily of advance payments on inventory to be delivered from vendors, security deposits, prepaid packaging and insurance. Deferred Offering Costs Deferred offering costs consisted primarily of legal, accounting and other fees related to the IPO, which were recorded in prepaid expenses and other current assets on the consolidated balance sheets prior to the IPO. After the completion of the IPO in September 2021, deferred offering costs of $ 7.7 million were reclassified to stockholders’ equity and recorded net against the proceeds from the IPO. Property and Equipment, Net Property and equipment are recorded at cost, net of accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to ten years . Estimated useful life (years) Furniture and fixtures 5 - 10 years Machinery and equipment 5 - 10 years Computer equipment and capitalized software 3 - 5 years Buildings and leasehold improvements Shorter of the lease term or the estimated life of the assets Upon the sale or disposal of property and equipment, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheets and the resulting gain or loss is reflected in general and administrative expense in the consolidated statements of income. Property and equipment that is fully depreciated as of the last day of a fiscal year is written off during the first quarter of the following year. 83 Table of Contents The Company has incurred costs related to the development of the Company’s websites. The Company capitalizes these website development costs, as applicable, in accordance with ASC Subtopic 350-50, Intangibles—Goodwill and Other—Website Development Costs (“ASC 350-50”) . ASC 350-50 requires that costs incurred during the website development stage be capitalized. Capitalized website costs include salary and benefit costs for Company employees and contractors that develop the website. When the development phase is substantially complete and the website is ready for its intended purpose, capitalized costs are depreciated using the straight-line method over the three-year useful life. Business Combinations The Company accounts for business combinations using the acquisition method and accordingly, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree are recorded at their acquisition date fair values. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Goodwill recorded in an acquisition is assigned to applicable reporting units based on expected revenues or expected cash flows. Identifiable intangible assets with finite lives are amortized over their useful lives. Amortization of intangible assets is recorded in general and administrative expense. While the Company uses its best estimates and assumptions as a part of the determination of fair value to accurately value assets acquired, liabilities assumed and any noncontrolling interest on the business combination date, the Company’s estimates and assumptions are inherently subject to refinement. As a result, during the preliminary determination of fair value, which may be up to one year from the business combination date, the Company may record adjustments to the assets acquired or liabilities assumed subsequent to the completion of the determination of fair value in the Company’s operating results in the period in which the adjustments were determined. Noncontrolling interest is part of the aggregate consideration paid for an acquisition. It is measured at the minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at the date of acquisition by the Company, subject to possible adjustments for up to one year from the business combination date, and the minorities’ share of changes in equity since the date of acquisition. The Company also incurs acquisition-related and other expenses including legal, banking, accounting and other advisory fees of third parties which are recorded as general and administrative expenses as incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. Goodwill and Intangible Assets Assets acquired and liabilities assumed are measured at fair value as of the acquisition date. Goodwill, which has an indefinite useful life, represents the excess of the purchase price over the fair value of the net assets acquired, including the amount assigned to identifiable intangible assets. The primary drivers that generate goodwill are the value of synergies between the acquired entities and the Company and the acquired assembled workforce, neither of which qualifies as a separately identifiable intangible asset. As of December 31, 2023 and 2022, the Company had goodwill of $ 94.9 million and $ 167.7 million, respectively. Intangible assets, other than goodwill, acquired by the Company include brand names, customer relationships and trademarks. Intangible assets that are fully depreciated as of the last day of a fiscal year are written off during the first quarter of the following year. None of the Company’s intangible assets, other than goodwill, are indefinite lived. Impairment of Long-Lived Assets and Goodwill The Company’s long-lived assets consist of intangible assets and property and equipment. The Company’s goodwill has an indefinite useful life. Goodwill is tested for impairment at least annually, in the fourth quarter and whenever changes in circumstances indicate an impairment may exist. The goodwill impairment test is performed at the reporting unit level, which is generally at the level of or one level below an operating segment. Generally, a qualitative assessment is first performed to determine whether a quantitative goodwill impairment test is necessary. If management determines, after performing an assessment based on the qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, or that a fair value of the reporting unit substantially in the excess of the carrying amount cannot be assured, then a quantitative goodwill impairment test would be required. The quantitative test for goodwill impairment is performed by determining the fair value of the related reporting units. Fair value is measured based on the discounted cash flow method and relative market-based approaches. An impairment charge is recorded equal to any shortfall between the fair value of a reporting unit and its carrying value. 84 Table of Contents In 2023, the Company concluded that the carrying value of the Culture Kings and Petal & Pup reporting units exceeded their fair values as of August 31, 2023. As a result, the Company recorded a non-cash goodwill impairment charge of $ 68.5 million during the third quarter of 2023. As part of the annual goodwill impairment test conducted in the fourth quarter of 2022, the Company concluded that the carrying value of the Company’s Culture Kings and Rebdolls reporting units exceeded their fair values and recorded a total non-cash goodwill impairment charge of $ 173.8 million during the year ended December 31, 2022. Refer to Note 6, “Goodwill,” for further information. No goodwill impairment was recorded for the year ended December 31, 2021. The Company reviews finite-lived intangible assets and property and equipment for possible impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. This determination includes evaluation of factors such as future asset utilization and future net undiscounted cash flows expected to result from the use of the assets. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. The Company’s identifiable intangible assets are typically comprised of customer relationships and brand names. The cost of identifiable assets with finite lives is generally amortized on a straight-line basis over the assets’ respective estimated useful lives, which range from four to ten years . No impairment losses related to finite-lived intangible assets or property and equipment were recognized during the years ended December 31, 2023, 2022 and 2021. Leases The Company generally leases office space, warehouse facilities and stores under non-cancellable agreements. Upon each agreement’s commencement date, the Company determines if the agreement is part of an arrangement that is or that contains a lease, determines the lease classification and recognizes right-of-use assets and lease liabilities for all leases with the exception of leases with terms of 12 months or less. The Company accounts for lease and non-lease components as a single lease component. Operating lease right-of-use assets are classified as long-term assets in the consolidated balance sheets. Operating lease liabilities are classified as current lease liabilities and long-term lease liabilities based on when lease payments are due. The Company’s lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms as well as payments for common area maintenance and administrative services. As of December 31, 2023 and 2022, the Company did not have material finance lease arrangements. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected term of the lease commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate (“IBR”) based on the information available at the commencement date of the respective lease to determine the present value of future payments. The determination of the IBR requires judgment and is primarily based on the Company’s uncollateralized borrowing rate, adjusted for the impact of collateralization, the lease term and other specific terms included in each lease arrangement. The IBR is determined at the lease commencement and is subsequently reassessed upon a modification to the lease arrangement. The right-of-use asset also includes any lease payments made prior to the commencement date and excludes lease incentives and initial direct costs incurred. Lease expense for minimum lease payments on operating leases is recognized on a straight-line basis over the lease term. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company reviews right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the right-of-use asset may not be recoverable. When such events occur, the Company compares the carrying amount of the right-of-use asset to the undiscounted expected future cash flows related to the right-of-use asset. If the comparison indicates that an impairment exists, the amount of the impairment is calculated as the difference between the excess of the carrying amount over the fair value of the right-of-use asset. If a readily determinable market price does not exist, fair value is estimated using discounted expected cash flows attributable to the right-of-use asset. 85 Table of Contents Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are recorded net on the balance sheet. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are recognized to the extent it is believed that these assets are more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carry back and carry forward periods), projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the valuation allowance. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced. The Company classifies interest and penalties, if applicable, related to income tax liabilities as a component of income tax expense. The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals and litigation processes, if any. The second step is to measure the largest amount of tax benefit as the largest amount that is more likely than not to be realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. As of December 31, 2023, there are no known uncertain tax positions. Equity-based Compensation Restricted Stock Units and Stock Options The Company has granted equity-based awards in the form of restricted stock units and stock options to employees. Equity-based compensation expense related to these equity-based awards is recognized based on the fair value of the awards granted. The Company estimates the fair value of restricted stock unit awards granted based upon the closing price of the Company’s common stock on the grant date. The Company estimates the fair value of stock option awards granted using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying shares of the Company’s common stock, the risk-free interest rate, the expected volatility of the price of the Company’s common stock, the expected dividend yield of the Company’s common stock and the expected term of the equity award. The assumptions used to determine the fair value of the equity awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The related equity-based compensation expense is recognized on a straight-line basis over the requisite service period of the awards, which is generally three or four years . The Company accounts for forfeitures as they occur. These assumptions and estimates are as follows: • Risk-Free Interest Rate . The risk-free interest rate for the expected term of the equity award is based on the U.S. Treasury yield curve in effect at the time of the grant. • Expected Volatility . Until the Company has sufficient trading history for its common stock, the expected volatility is estimated by taking the average historic stock price volatility for industry peers, consisting of several public companies in the Company’s industry which are either similar in size, stage of life cycle or financial leverage, over a period equivalent to the expected term of the awards. • Expected Dividend Yield . The Company has never declared or paid any cash dividends and does not currently plan to pay cash dividends in the foreseeable future. As a result, an expected dividend yield of zero percent is used. 86 Table of Contents • Expected Term . For stock options, the expected term represents the period that a stock option award is expected to be outstanding. The Company has limited historical exercise data from which to derive expected term input assumptions. Consequently, the Company calculates expected term using the Securities and Exchange Commission’s simplified method whereby the expected term of a stock option award is equal to the average of the award's contractual term and vesting term. The Company will continue to use judgment in evaluating the assumptions related to its equity-based compensation on a prospective basis. Partnership Units Valuations For the partnership units granted prior to IPO, the Company relied on valuations prepared by an independent third-party valuation firm in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation . Such valuations were aligned with the Company’s internal valuation approach. Subsequent to the IPO, it is no longer necessary for the Company to estimate the fair value of partnership units, as no further incentive partnership unit awards will be granted. See Note 13, “Equity-based Compensation,” for additional information. Employee Benefit Programs The Company has a 401(k) defined contribution plan covering eligible employees. Participants may contribute a percentage of their pre-tax earnings annually, subject to limitations imposed by the Internal Revenue Service. The Company matches contributions, subject to Internal Revenue Service limitations, and contributions vest immediately. The Company’s short-term obligations, which represent wages and salaries for vacation days earned, non-monetary benefits and accumulated sick leaves that are expected to settle wholly within 12 months after the end of the period in which the employees render the related service, are recognized in respect of employee services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are included in accrued liabilities in the consolidated balance sheets. Foreign Currencies The functional currency for the Company and its United States and Cayman subsidiaries is the United States dollar, while the functional currency for the Company’s Australian subsidiaries is the Australian dollar. For those subsidiaries, the assets and liabilities are translated into U.S. dollars at the exchange rates in effect at the balance sheet date for assets and liabilities and an average rate for each period for revenues and expenses. Translation adjustments are recorded as a component of accumulated other comprehensive income (loss) in the consolidated statements of stockholders’ equity. Transactions denominated in a currency other than the functional currency of the entity involved give rise to foreign currency remeasurement gains and losses, which are included in other expense on the consolidated statements of income. Foreign currency transaction losses were $ 0.8 million, $ 1.6 million and $ 1.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. Comprehensive Income (Loss) Comprehensive income (loss) is composed of two components: net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of stockholders’ equity but are excluded from net income. The Company’s other comprehensive income (loss) consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency. The Company has disclosed other comprehensive income (loss) as a component of stockholders’ equity. 87 Table of Contents Revenue Recognition Revenue is primarily derived from the sale of apparel merchandise through the Company’s online websites, stores, third-party marketplaces and, when applicable, shipping revenue. Revenue is recognized in an amount that reflects the consideration expected to be received in exchange for products. To determine revenue recognition for contracts with customers in accordance with Revenue from Contracts with Customers (Topic 606) , the Company recognizes revenue from the commercial sales of products and contracts by applying the following five steps: (1) identification of the contract, or contracts, with the customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, the Company satisfies its performance obligation. A contract is created with the customer at the time the order is placed by the customer, which creates a single performance obligation. The Company recognizes revenue for its single performance obligation at the time control of the product passes to the customer, which is when the goods are transferred to a third-party common carrier, for purchases through the Company’s online websites, or at point of sale, for purchases in its stores. In addition, the Company has elected to treat shipping and handling as fulfillment activities and not a separate performance obligation. Net sales from product sales includes shipping charged to the customer and is recorded net of taxes collected from customers, which are recorded in accrued liabilities and are remitted to governmental authorities. Cash discounts earned by the customers at the time of purchase and estimates for sales return allowances are deducted from gross revenue in determining net sales. The Company generally provides refunds for goods returned within 30 to 45 days from the original purchase date. A returns reserve is recorded by the Company based on historical refund experience with a corresponding reduction of sales and cost of sales. The sales return reserve was $ 9.6 million and $ 4.0 million as of December 31, 2023 and 2022, respectively. The following table presents a summary of the Company’s sales return reserve: December 31, 2023 2022 Beginning balance $ 3,968 $ 6,887 Returns ( 101,025 ) ( 101,716 ) Allowance 106,667 98,797 Ending balance $ 9,610 $ 3,968 The Company also sells gift cards and issues online credits in lieu of cash refunds or exchanges. Proceeds from the issuance of gift cards and online credits issued are recorded as deferred revenue and recognized as revenue when the gift cards or online credit are redeemed or upon inclusion in gift card and online credit breakage estimates. Breakage estimates are determined based on prior historical experience. Revenue recognized in net sales on breakage of gift cards and online credit for the years ended December 31, 2023, 2022 and 2021 was $ 1.6 million, $ 0.2 million and $ 0.5 million, respectively. The following table presents the disaggregation of the Company’s net sales by geography, based on customer address: Year Ended December 31, 2023 2022 2021 United States $ 315,496 $ 312,977 $ 270,028 Australia/New Zealand 202,777 268,873 265,365 Rest of world 27,985 29,888 26,798 Total $ 546,258 $ 611,738 $ 562,191 Cost of Sales Cost of sales consists of the purchase price of merchandise sold to customers and includes import duties and other taxes, freight-in, defective merchandise returned from customers, inventory write-offs and other miscellaneous shrinkage. 88 Table of Contents Selling Expenses Selling expenses consist of costs incurred in operating and staffing the fulfillment centers and stores, costs attributable to inspecting and warehousing inventory, picking, packaging and preparing customer orders for shipment, customer service, shipping and other transportation costs incurred in delivering merchandise to customers and customers returning merchandise, merchant processing fees and shipping supplies. The amount of shipping and handling costs included in selling expenses, inclusive of outbound shipping and returned freight costs, was $ 69.3 million, $ 80.5 million and $ 70.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. Marketing Marketing expenses are expensed as incurred and consist primarily of targeted online performance marketing costs, such as display advertising, retargeting, paid search/product listing ads, affiliate marketing, paid social, search engine optimization, personalized email marketing, social media advertising and mobile “push” communications through the Company’s apps. Marketing expenses also include the Company’s spend on brand marketing channels, including cash compensation to influencers, events and other forms of online and offline marketing. Marketing expenses are primarily related to growing and retaining the customer base. Advertising costs are expensed as incurred. General and Administrative General and administrative expenses consist primarily of payroll and related benefit costs and equity-based compensation expense for employees involved in general corporate functions, including merchandising, marketing and technology; costs associated with the use by those functions of facilities and equipment, including depreciation, rent and other occupancy expenses; professional services; and amortization associated with the Company’s intangible assets, including acquired brand names, customer relationships and trademarks. Other Expense, Net Other expense, net, consists primarily of interest expense of $ 11.2 million, $ 7.0 million and $ 9.5 million for the years ended December 31, 2023, 2022 and 2021, respectively, foreign currency losses of $ 0.8 million, $ 1.6 million and $ 1.7 million for the years ended December 31, 2023, 2022 and 2021, respectively, and $ 10.9 million of loss on extinguishment of debt for the year ended December 31, 2021. Net Income (Loss) Per Share Basic net income (loss) per share is calculated using net income attributable to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share reflects the dilutive effects of stock options and restricted stock units outstanding during the period, to the extent such securities would not be anti-dilutive, and is determined using the treasury stock method. Fair Value Measurements The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. The carrying amounts for the Company’s cash and cash equivalents, accounts receivable, accounts payable, line of credit and accrued liabilities approximate fair value due to their short-term maturities. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full-term of the asset or liability. • Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. 89 Table of Contents Certain Risks and Concentrations The Company is subject to certain risks, including dependence on third-party technology providers and hosting services for website servers, exposure to risks associated with online commerce security, credit card fraud, as well as the interpretation of state and local laws and regulations in regard to the collection and remittance of sales and use taxes. The Company does not have significant customer or vendor concentrations. Segment Information Operating segments are defined as components of an entity for which separate financial information is available and is regularly reviewed by the Chief Operating Decision Maker in deciding how to allocate resources and in assessing performance. The Company has determined that its four brands are each an operating segment. The Company has aggregated its operating segments into one reportable segment based on the similar nature of products sold, production, merchandising and distribution processes involved, target customers and economic characteristics. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard requires disclosure of significant segment expenses and other segment items by reportable segment. This ASU becomes effective for annual periods beginning in 2024 and interim periods in 2025. The Company is assessing the impact of this ASU. In December 2023, FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which will require incremental income tax disclosures on an annual basis for all public entities. The amendments require that public business entities disclose specific categories in the rate reconciliation and provide additional information for reconciling items meeting a quantitative threshold. The amendments also require disclosure of income taxes paid to be disaggregated by jurisdiction, and disclosure of income tax expense disaggregated by federal, state and foreign. ASU 2023-09 is effective for annual reporting beginning with the fiscal year ending December 31, 2025. The Company is currently evaluating the incremental disclosures that will be required in the Company’s consolidated financial statements. 90 Table of Contents Note 3. Acquisitions Culture Kings On March 31, 2021, pursuant to a share sale agreement, the Company, through its subsidiary CK Holdings, acquired a 55 % ownership stake in Culture Kings. The previous shareholders of Culture Kings retained a 45 % noncontrolling interest in Culture Kings by receipt of an equity interest in CK Holdings. The Company recognized goodwill as the excess of the fair value of the total purchase consideration and noncontrolling interests over the net fair value of the identifiable assets acquired and the liabilities assumed. The purchase price consisted of AUD $ 307.4 million ($ 235.9 million) in cash consideration and noncontrolling interest with a fair value of AUD $ 186.0 million ($ 142.7 million). In connection with the IPO, the Company completed a series of transactions in which the minority investors exchanged their interests in CK Holdings for newly issued shares of the Company’s common stock. Culture Kings is focused on street apparel aimed at the young adult age group and has a combination of online sales as well as stores based in Australia. Culture Kings expanded the Company’s consumer market to include male consumers and further expanded the Company’s presence in the United States. The following table sets forth the final allocation of the total consideration to the identifiable tangible and intangible assets acquired and liabilities assumed, as of the date of the acquisition, with the excess recorded to goodwill: Purchase consideration: Total purchase price, net of cash acquired of $ 8,831 $ 227,053 Fair value of noncontrolling interest 142,717 Total consideration $ 369,770 Identifiable net assets acquired: Account receivable, net $ 625 Inventory (1) 62,937 Prepaid expenses and other current assets 4,800 Property and equipment, net 8,048 Intangible assets, net (2) 73,209 Operating lease right-of-use assets 24,299 Accounts payable ( 13,449 ) Deferred revenue ( 141 ) Income taxes payable ( 1,778 ) Other current liabilities ( 2,533 ) Operating lease liabilities ( 24,299 ) Deferred income taxes, net ( 25,439 ) Accrued liabilities, non-current ( 1,058 ) Net assets acquired 105,221 Goodwill $ 264,549 The purchase price allocation includes significant judgments, assumptions and estimates to determine the fair value of assets acquired and liabilities assumed. The valuations involving the most significant assumptions, estimates and judgment are: (1) Inventory was adjusted by $ 15.1 million to step-up inventory cost to estimated fair value. The fair value of the inventory was determined utilizing the net realizable value method, which was based on the expected selling price of the inventory to customers adjusted for related disposal costs and a profit allowance for the post-acquisition selling effort. (2) The fair value of the acquired intangible assets was determined with the assistance of a valuation specialist and include: Fair Value at Acquisition Date Annual Amortization Expense Estimated Useful Life in Years Brand names $ 68,354 $ 6,835 10 years Customer relationships 4,855 1,214 4 years Total $ 73,209 91 Table of Contents Brand names are valued using a relief from royalty approach, which estimates the license fee that would need to be paid by Culture Kings if it was deprived of the brand names and domain names, and instead had to pay a license fee for their use. The fair value is the present value of the expected future license fee cash flows. Customer relationship intangible assets are valued using the multi-period excess earnings method, which is the present value of the projected cash flows that are expected to be generated by the existing intangible asset after reduction by an estimated fair rate of return on contributory assets required to generate the customer relationship revenues. Key assumptions included discounted cash flow, estimated life cycle and customer attrition rates. Total acquisition costs incurred by the Company in connection with its purchase of Culture Kings primarily related to third-party legal, accounting and tax diligence fees, which were $ 3.3 million. These costs are recorded in general and administrative expenses in the consolidated statements of income for the year ended December 31, 2021. Goodwill of $ 264.5 million, no ne of which is deductible for tax purposes, represents the excess purchase price over the estimated fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed. The goodwill arising from the acquisition consists largely of anticipated synergies related to combining Culture Kings with the Company’s existing operations. See Note 6, “Goodwill,” for additional information about goodwill impairment. The fair value of the noncontrolling interest was determined by measuring the fair value of the subsidiaries’ identifiable assets and liabilities at the date of acquisition, adjusted for a discount to factor the non-marketable, noncontrolling holding. The noncontrolling interest in Culture Kings contained a put right whereby the minority investors could have caused CK Holdings to purchase all of their units at a per unit price equal to six times the EBITDA of CK Holdings, calculated as of the twelve-month period ending on the end of the most recent fiscal quarter. The put right was only exercisable after December 31, 2023. In accordance with ASC 810, Consolidation , as this put right was redeemable outside of the Company’s control, the noncontrolling interest was classified outside the permanent equity section of the Company’s consolidated balance sheets prior to the IPO. In connection with the IPO, the Company completed a series of transactions in which the CK Holdings minority investors exchanged their interests in CK Holdings for newly issued shares of the Company’s common stock, thereby eliminating the noncontrolling interest classified outside of permanent equity. Since the date of acquisition, March 31, 2021, the results of Culture Kings have been included in the Company’s consolidated results. For the year ended December 31, 2021, Culture Kings’ net sales of $ 196.5 million and a net loss of $( 5.9 ) million are included in the accompanying consolidated statements of income. The unaudited pro forma financial information below is presented to illustrate the estimated effects of the acquisition of Culture Kings and the associated financing as if they had occurred on January 1, 2020: Year Ended December 31, 2021 Net sales $ 613,390 Net income attributable to a.k.a. Brands Holding Corp. 16,781 Net income per share, basic and diluted: $ 2.07 The pro forma information was prepared using the acquisition method of accounting in accordance with ASC 805, Business Combinations . The unaudited pro forma financial information has been prepared for informational purposes only and is not indicative of what the Company’s results of operations would have been had the transactions occurred on January 1, 2020, nor does it project the results of operations of the combined company following the transaction. 92 Table of Contents mnml On October 14, 2021, the Company acquired all of the equity interests of Third Estate LLC (“mnml”) for total consideration of $ 46.1 million, including cash consideration of $ 28.2 million, net of cash acquired of $ 0.6 million, and subject to working capital adjustments. The remaining consideration of $ 17.3 million was paid in the form of 171,474 shares of the Company’s common stock. mnml is an LA-based streetwear brand that offers competitively priced on-trend wardrobe staples. This acquisition allowed the Company to continue its growth into the U.S. market and provides opportunities for customer cross-sell. The final fair values of assets acquired and liabilities assumed, as of the date of the acquisition, are as follows: Accounts receivable, net $ 68 Inventory (1) 7,321 Prepaid expenses and other current assets 1,838 Other assets 15 Intangible assets (2) 14,300 Accounts payable ( 504 ) Deferred income ( 164 ) Accrued liabilities ( 1,794 ) Assumed loan ( 1,312 ) Sales and use tax liability ( 1,100 ) Deferred income taxes, net ( 3,159 ) Total net assets acquired 15,509 Goodwill 29,990 Total purchase price, net of cash acquired of $ 605 $ 45,499 The purchase price allocation includes significant judgments, assumptions and estimates to determine the fair value of assets acquired and liabilities assumed. The valuations involving the most significant assumptions, estimates and judgment are: (1) Inventory was adjusted by $ 1.9 million to step-up inventory cost to estimated fair value. The fair value of the inventory was determined utilizing the net realizable value method, which was based on the expected selling price of the inventory to customers adjusted for related disposal costs and a profit allowance for the post-acquisition selling effort. (2) The fair value of the acquired intangible assets was determined with the assistance of a valuation specialist and include: Fair Value at Acquisition Date Amortization Period Brand $ 11,800 10 years Customer relationships 2,500 3 years Total intangible assets $ 14,300 The results of operations of mnml are included in the Company’s consolidated statements of income beginning October 14, 2021. For the year ended December 31, 2021, mnml’s net sales of $ 11.6 million and net income attributable to the Company of $ 1.0 million are included in the accompanying consolidated statements of income. Goodwill of $ 30.0 million, no ne of which is deductible for tax purposes, represents the excess purchase price over the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed. The goodwill arising from the acquisition consists largely of anticipated synergies related to combining mnml with the Company’s existing operations. Total acquisition costs incurred by the Company in connection with the purchase primarily related to third-party legal, accounting and tax diligence fees, which were $ 1.3 million. These costs are recorded in general and administrative expenses in the consolidated statement of income for the year ended December 31, 2021. 93 Table of Contents Purchase of Noncontrolling Interests Immediately following the New Excelerate Reorganization (as described in Note 1, “Organization and Description of Business”), the Company completed a series of transactions in which the CK Holdings minority investors exchanged their interests in CK Holdings for 1,817,483 newly issued shares of a.k.a. Brands Holding Corp.’s common stock, as adjusted for the one-for-12 Reverse Stock Split. The number of shares issued in exchange for the minority interests was determined based on the relative valuations of CK Holdings and a.k.a. Brands Holding Corp.’s consolidated group at the time of the IPO. This exchange resulted in the elimination of the noncontrolling interest in Culture Kings, with a value of $ 132.3 million , and an increase in additional paid-in capital with a nominal amount recorded as common stock at a value of $ 0.001 per issued share in the exchange. Following the completion of this transaction, CK Holdings became a wholly-owned subsidiary of a.k.a. Brands Holding Corp. The Company had historically owned 66.7 % of the equity interests in P&P Holdings, which operated the Company’s Petal & Pup business prior to the IPO. The remaining 33.3 % of the equity interests in P&P Holdings were held by certain minority investors. On August 19, 2021, the Company repurchased approximately 6.0 % of the equity held by the P&P minority investors for AUD $ 5.0 million . In connection with the completion of the IPO, the Company used a portion of the net proceeds from the IPO to fund the acquisition of the remaining 27.3 % of the equity interests in P&P Holdings then owned by the P&P minority investors for cash of approximately AUD $ 22.8 million . As a result of the transaction, noncontrolling interest of $ 9.6 million was eliminated and the $ 10.6 million paid in excess of the noncontrolling interest was recorded as a reduction to additional paid-in capital. Following the completion of this purchase, P&P Holdings became a wholly-owned subsidiary of the Company. Rebdolls In March 2023, the Company completed the sale of its Rebdolls reporting unit back to its founder. Upon close of the transaction, the Company recorded a pre-tax loss of $ 1.0 million in other expense, net in its condensed consolidated statements of income in the first quarter of fiscal year 2023. As part of the sale, the Company retained an 18 % economic interest in Rebdolls but retained no further rights related to Rebdolls. Such investment was determined to have no value, as recovery of any amount was deemed remote. Note 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets are comprised of the following: December 31, 2023 2022 Security deposits $ 610 $ 2,945 Inventory prepayments 4,982 3,067 Other 10,254 7,366 Total prepaid expenses and other current assets $ 15,846 $ 13,378 Note 5. Property and Equipment, Net Property and equipment, net is comprised of the following: December 31, 2023 2022 Furniture and fixtures $ 2,439 $ 2,367 Machinery and equipment 6,008 5,188 Computer equipment and capitalized software 7,531 6,015 Leasehold improvements 27,680 24,816 Total property and equipment 43,658 38,386 Less accumulated depreciation ( 16,504 ) ( 9,428 ) Total property and equipment, net $ 27,154 $ 28,958 Total depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $ 7.6 million, $ 6.2 million and $ 2.7 million, respectively. 94 Table of Contents Note 6. Goodwill The carrying value of goodwill, as of December 31, 2023 and 2022, was $ 94.9 million and $ 167.7 million, respectively. In August 2023, due to elevated interest rates and unfavorable demand in Australia, the Company reduced its forecasts and expectations for the Culture Kings and Petal & Pup reporting units. This reduction was identified as a triggering event and a subsequent quantitative test concluded that the carrying value of the Culture Kings and Petal & Pup reporting units exceeded their fair values as of August 31, 2023. As a result, the Company recorded a non-cash goodwill impairment charge of $ 68.5 million during the third quarter of 2023. As of December 31, 2023, $ 11.3 million of goodwill related to Petal & Pup remained on the consolidated balance sheet, while the goodwill related to Culture Kings was fully impaired. Additionally, as of the testing date, the estimated fair value of the mnml reporting unit exceeded the carrying value by 1.4 % and the carrying value of the related goodwill was $ 30.0 million. Holding all other assumptions used in the fair value measurement of the mnml reporting unit constant, a 2 % increase in the selected discount rate would result in impairment. As part of the annual goodwill impairment test conducted in the fourth quarter of 2022, the Company determined that the carrying value of its Culture Kings and Rebdolls reporting units exceeded their fair values and recorded a total non-cash goodwill impairment charge of $ 173.8 million during the year ended December 31, 2022. The worsening economic trends in the fourth quarter of 2022, including continued inflation and rising interest rates, as well as unfavorable demand due to changing customer preferences towards a mix of online and physical store shopping led the Company to lower its earnings forecasts and expectations for the Culture Kings and Rebdolls reporting units, driving the reduction in their fair values. The goodwill of acquired companies is primarily related to expected improvements in technology performance and functionality, as well as sales growth from future product and service offerings and new customers, together with certain intangible assets that do not qualify for separate recognition. The goodwill of acquired companies is generally not deductible for tax purposes. The following table summarizes goodwill activity: Balance as of December 31, 2021 $ 363,305 Impairment ( 173,786 ) Changes in foreign currency translation ( 21,788 ) Balance as of December 31, 2022 167,731 Impairment ( 68,524 ) Changes in foreign currency translation ( 4,309 ) Balance as of December 31, 2023 $ 94,898 Note 7. Intangible Assets The gross amounts and accumulated amortization of acquired identifiable intangible assets with finite useful lives as of December 31, 2023 and 2022, included in intangible assets, net in the accompanying consolidated balance sheets, are as follows: December 31, Useful life Weighted Average Amortization Period 2023 2023 Weighted Average Amortization Period 2022 2022 Customer relationships 4 years 1.2 years $ 21,640 2.0 years $ 21,703 Brands 10 years 6.9 years 84,023 7.9 years 84,278 Trademarks 5 years 1.3 years 107 2.3 years 107 Total intangible assets 105,770 106,088 Less accumulated amortization ( 41,448 ) ( 29,983 ) Total intangible assets, net $ 64,322 $ 76,105 Amortization of acquired intangible assets with finite useful lives is included in general and administrative expenses and was $ 11.5 million, $ 14.2 million and $ 13.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. 95 Table of Contents Future estimated amortization expense for acquired identifiable intangible assets is as follows: Year ending December 31: 2024 $ 10,263 2025 9,553 2026 8,749 2027 8,402 2028 7,533 Thereafter 19,822 Total amortization expense $ 64,322 Note 8. Debt Debt Financing for the Culture Kings Acquisition To fund the acquisition of Culture Kings (refer to Note 3, “Acquisitions,” for additional information), on March 31, 2021, Polly Holdco Pty Ltd. (“Polly Holdco”), a wholly-owned subsidiary of the Company, entered into a debt agreement with a syndicated group, with an affiliate of Fortress Credit Corp as administrative agent, consisting of a $ 125.0 million term-loan facility and a $ 25.0 million revolving credit facility. Polly Holdco also issued $ 25.0 million in senior subordinated notes to certain debt funds of Summit, a related party of the Company (refer to Note 17, “Related Party Transactions,” for additional information). The combined term loan and senior subordinated notes provided the Company with $ 144.1 million, net of loan fees of approximately $ 5.9 million. The Company incurred debt issuance costs of $ 6.9 million, of which $ 1.0 million related to the revolving credit facility, which were capitalized and included in prepaid and other current assets as deferred financing costs and were being amortized over the life of the facility, or 6 years. The remaining $ 5.9 million of debt issuance costs relating to the term loan and senior subordinated notes were presented net of the outstanding debt and were being amortized over the life of the outstanding debt, using the effective interest rate method. The Company repaid the term loan, revolving credit facility and senior subordinated notes in full and terminated them in September 2021 in connection with the IPO, as described further below. Senior Secured Credit Facility On September 24, 2021, in connection with the closing of the IPO, certain subsidiaries of the Company entered into a senior secured credit facility comprised of a $ 100.0 million term loan and a $ 50.0 million revolving line of credit, as well as an option for additional term loan of up to $ 50.0 million through an accordion feature. The senior secured credit facility also allows for the issuance of one or more letters of credit from time to time by syndicate lenders. Effective April 4, 2023, the Company modified its senior secured credit facility under existing contractual provisions to yield interest based on interest rates based on Term SOFR, as defined in the credit agreement for the senior secured credit facility (the “Credit Agreement”). Key terms and conditions of each facility were as follows: • The $ 100.0 million term loan matures five years after closing and requires the Company to make amortized annual payments of 5.0 % during the first and second years, 7.5 % during the third and fourth years and 10.0 % during the fifth year with the balance of the loan due at maturity. Borrowings under the term loan accrue interest at Term SOFR plus an applicable margin dependent upon our net leverage ratio, as defined in the Credit Agreement. The highest interest rate under the agreement occurs at a net leverage ratio of greater than 2.75 x, yielding an interest rate of Term SOFR plus 3.25 %. • The $ 50.0 million revolving line of credit, which matures five years after closing, accrues interest at Term SOFR plus an applicable margin dependent upon our net leverage ratio. The highest interest rate under the Credit Agreement occurs at a net leverage ratio of greater than 2.75 x, yielding an interest rate of Term SOFR plus 3.25 %. Additionally, a margin fee of 25 - 35 basis points is assessed on unused amounts under the revolving line of credit, subject to adjustment based on our net leverage ratio. • The $ 50.0 million accordion feature allows the Company to enter into additional term loan borrowings at terms to be agreed upon at the time of issuance, but on substantially the same basis as the original term loan, which includes the requirement to make amortized annual payments at the same cadence as that of the original term loan. 96 Table of Contents The senior secured credit facility requires that the Company maintain a maximum total net leverage ratio of 3.50 to 1.00 as of the last day of any fiscal quarter, beginning with the fiscal quarter ended December 31, 2021 through maturity. The senior secured credit facility also requires that the Company maintain a minimum fixed charge coverage ratio of 1.25 to 1.00 as of the last day of any fiscal quarter, beginning with the fiscal quarter ended December 31, 2021 through maturity. In the event that the Company fails to comply with the financial covenant, the Company will have the option to make certain equity contributions, directly or indirectly, to cure any non-compliance with such covenant, subject to certain other conditions and limitations. Beginning with the fiscal year ending December 31, 2022, and continuing annually thereafter, the Company is required to make a mandatory prepayment as a percentage of excess cash flows, as defined in the Credit Agreement, in the period based on the Company triggering certain net debt leverage ratios. Specifically, a mandatory prepayment of 50 % of excess cash flows is required if the Company’s net leverage ratio exceeds 2.75 x, and a mandatory prepayment of 25 % of excess cash flows is required if the Company’s net leverage ratio is greater than or equal to 2.25 x. As of December 31, 2023 , the Company was in compliance with all debt covenants. The Company incurred $ 2.7 million of debt issuance costs in relation to the senior secured credit facility. Of this, $ 0.9 million related to the revolving credit facility and was capitalized and included in prepaid and other current assets as deferred financing costs to be amortized over the life of the facility, or 5 years. The remaining $ 1.8 million of debt issuance costs related to the term loan and is presented net of outstanding debt in long term debt on the balance sheet. Debt issuance costs are amortized over the life of the outstanding debt, using the effective interest rate method. In September 2021, the Company used borrowings from the term loan under this senior secured credit facility, together with a portion of the proceeds from the IPO, to repay in full and terminate the previous term loan, revolving credit facility and senior subordinated notes entered into in March 2021 in relation to the Culture Kings acquisition. As part of the repayment, the Company also paid $ 4.5 million in prepayment penalties and wrote off $ 6.4 million of unamortized debt issuance costs, all of which is included in the loss on extinguishment of debt in the consolidated statements of income. In October 2021, the Company borrowed $ 15.0 million under the revolving line of credit at an initial applicable interest rate of 3.37 % and final payoff due on September 24, 2026. The borrowings on the revolving line of credit were used in the acquisition of mnml. In November 2021, subsequent to the draw on the revolver, the Company borrowed $ 12.0 million of additional term loan under the accordion feature at substantially the same terms as the original term loan. In December 2021, the borrowings from the accordion feature, along with cash on hand, were used to completely repay the borrowings from the revolving line of credit. In connection with the borrowings under the accordion feature, additional debt issuance costs of $ 0.3 million were incurred and presented net of outstanding debt in long term debt on the balance sheet, to be amortized over the life of the accordion, using the effective interest rate method. In January 2022, the Company borrowed $ 15.0 million under the revolving line of credit at an initial applicable interest rate of 3.52 % and final payoff due on September 24, 2026. Additionally, in March 2022, the Company borrowed $ 10.0 million under the revolving line of credit at an initial applicable interest rate of 3.60 % and final payoff due on September 24, 2026. In October 2022, the Company borrowed $ 15.0 million under the revolving line of credit at an initial applicable rate of 6.50 % and final payoff due on September 24, 2026. In October 2023 and November 2023, the Company borrowed $ 5.5 million and $ 6.0 million, respectively, under the revolving line of credit at an initial applicable interest rate of 8.70 % and 8.69 %, respectively, with final payoffs due on September 24, 2026. During the year ended December 31, 2023, the Company voluntarily repaid all of the outstanding amount owed under its revolving line of credit and made an early prepayment of $ 5.1 million of the outstanding amount owed under its term loan in addition to required quarterly repayments. As of December 31, 2023, the all-in rate (Term SOFR plus the applicable margin) for the Company’s term loan and borrowings under the revolving line of credit was 8.47 %. Total Debt and Interest Outstanding debt consisted of the following: December 31, 2023 2022 Term loan $ 94,450 $ 105,150 Revolving credit facility — 40,000 Capitalized debt issuance costs ( 1,056 ) ( 1,501 ) Total debt 93,394 143,649 Less: current portion ( 3,300 ) ( 5,600 ) Total long-term debt $ 90,094 $ 138,049 97 Table of Contents Interest expense, which included the amortization of debt issuance costs, totaled $ 11.2 million, $ 7.0 million and $ 9.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. Additionally, as of December 31, 2023, the Company had $ 1.3 million of outstanding letters of credit. Note 9. Leases The Company leases office locations, warehouse facilities and stores under various non-cancellable operating lease agreements. The Company’s leases have remaining lease terms of approximately 1 year to 10 years, which represent the non-cancellable periods of the leases and include extension options that the Company determined are reasonably certain to be exercised. The Company excludes from the lease terms any extension options that are not reasonably certain to be exercised, ranging from approximately 6 months to 3 years. Lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms as well as payments for common area maintenance and administrative services. The Company often receives customary incentives from landlords, such as reimbursements for tenant improvements and rent abatement periods, which effectively reduce the total lease payments owed for these leases. Leases are classified as operating or financing at commencement. The Company does not have any material financing leases. Operating lease right-of-use assets and liabilities on the consolidated balance sheets represent the present value of the remaining lease payments over the remaining lease terms. The Company uses its incremental borrowing rate to calculate the present value of the lease payments, as the implicit rates in the leases are not readily determinable. Operating lease costs consist primarily of the fixed lease payments included in the operating lease liabilities and are recorded on a straight-line basis over the lease terms. The Company’s operating lease costs were as follows: Year Ended December 31, 2023 2022 2021 Operating lease costs $ 10,005 $ 8,890 $ 5,823 Variable lease costs 944 609 343 Short-term lease costs 385 430 136 Total lease costs $ 11,334 $ 9,929 $ 6,302 The Company does not have any sublease income and the Company’s lease agreements do not contain any residual value guarantees or material restrictive covenants. Supplemental cash flow information relating to the Company’s operating leases was as follows: Year Ended December 31, 2023 2022 2021 Cash paid for operating lease liabilities $ 8,421 $ 6,027 $ 5,490 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities 8,447 22,237 4,073 Other information relating to the Company’s operating leases was as follows: As of December 31, 2023 2022 Weighted-average remaining lease term 6.4 years 7.4 years Weighted-average discount rate 5.1 % 4.3 % 98 Table of Contents As of December 31, 2023, the maturities of operating lease liabilities were as follows: 2024 $ 9,452 2025 9,083 2026 7,507 2027 5,851 2028 4,762 Thereafter 13,633 Total remaining lease payments 50,288 Less: imputed interest 7,434 Total operating lease liabilities 42,854 Less: current portion ( 7,510 ) Long-term operating lease liabilities $ 35,344 Note 10. Income Taxes Loss before income taxes consisted of the following: Year Ended December 31, 2023 2022 2021 United States $ ( 8,904 ) $ ( 7,586 ) $ ( 245 ) Foreign ( 88,061 ) ( 173,028 ) ( 4,994 ) Loss before income taxes $ ( 96,965 ) $ ( 180,614 ) $ ( 5,239 ) The components of the provision for (benefit from) income taxes consisted of the following: Year Ended December 31, 2023 2022 2021 Current: Federal $ 1,496 $ 1,059 $ 2,631 State 649 354 733 Foreign 465 ( 1,208 ) 7,828 Total 2,610 205 11,192 Deferred: Federal ( 2,305 ) ( 2,325 ) ( 579 ) State 467 ( 126 ) ( 42 ) Foreign 1,149 ( 1,671 ) ( 9,719 ) Total ( 689 ) ( 4,122 ) ( 10,340 ) Provision for (benefit from) income taxes $ 1,921 $ ( 3,917 ) $ 852 99 Table of Contents The (benefit from) provision for income taxes differs from the tax computed using the statutory U.S. federal income tax rate of 21% as a result of the following items: Year Ended December 31, 2023 2022 2021 (Benefit from) provision for income taxes at U.S. statutory rate $ ( 20,363 ) $ ( 37,929 ) $ ( 1,100 ) State income taxes, net of federal income tax benefit 512 250 546 Permanent differences 555 266 1,121 Foreign tax rate differential ( 8,220 ) ( 14,900 ) ( 886 ) Transaction costs — — ( 477 ) Equity-based compensation 1,082 860 1,689 Goodwill impairment 21,444 51,990 — Change in valuation allowance 6,987 — — Change in tax basis of Culture Kings’ inventory and intangibles — ( 2,233 ) — Intra-entity transfer of certain intellectual property rights — ( 1,030 ) — Other ( 76 ) ( 1,191 ) ( 41 ) Provision for (benefit from) income taxes $ 1,921 $ ( 3,917 ) $ 852 The foreign tax rate differential relates to differences between the income tax rates in effect in the foreign countries in which the Company operates, in particular Australia where the corporate tax rate is 30%. The components of net deferred tax assets (liabilities) were as follows: Year Ended December 31, 2023 2022 Deferred tax assets: Transaction costs $ 843 $ 1,327 Property and equipment 1,678 1,217 Accruals and reserves 5,201 3,155 Lease liabilities 11,391 10,601 Asset retirement obligation 165 348 Inventory 2,427 273 Foreign exchange gains / losses 1,078 150 Interest limitation 1,034 551 Loss carryforwards 10,472 6,874 Other 387 — Subtotal 34,676 24,496 Less: Valuation allowance ( 12,158 ) ( 4,755 ) Total deferred tax assets 22,518 19,741 Deferred tax liabilities: Property and equipment ( 2,427 ) — Intangible assets ( 6,850 ) ( 8,372 ) Right-of-use assets ( 11,472 ) ( 10,668 ) Foreign exchange gains / losses ( 200 ) — Other — 85 Total deferred tax liabilities ( 20,949 ) ( 18,955 ) Net deferred assets $ 1,569 $ 786 100 Table of Contents The Company had gross deferred tax assets of $ 34.7 million and $ 24.5 million and gross deferred tax liabilities of $ 20.9 million and $ 19.0 million at December 31, 2023 and 2022, respectively. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. When weighing all available evidence associated with the realizability of its deferred tax assets, in particular, uncertainties related to the future generation of taxable income, the recent negative trends in the Australian market and cumulative losses in the Australian market, the Company determined that it was not “more likely than not” that it would be able to realize the tax benefits associated with certain of its net deferred tax assets. Based on this evaluation, a full valuation allowance of $ 11.8 million has been recorded on the net deferred tax assets in the Company’s Australian business. Additionally, a full valuation allowance of $ 0.4 million has been recorded on the U.S. capital loss carryforward related to the sale of Rebdolls in March 2023. For the year ended December 31, 2023, the valuation allowance increased by $ 7.4 million, primarily due to incremental net operating losses in Australia that were not considered realizable. As of December 31, 2023, the Company had a $ 26.0 million Australian net operating loss carryforward and a $ 15.8 million Australian capital loss carryforward, as well as a U.S. capital loss carryforward of $ 1.7 million on the sale of Rebdolls. As of December 31, 2022, the Company had a $ 7.1 million Australian net operating loss carryforward and a $ 15.8 million Australian capital loss carryforward on the intra-entity transfer of certain intellectual property rights from Australia to the U.S. The net operating loss and capital loss carryforwards have no expiration. The Company has not provided deferred taxes on unremitted earnings attributable to foreign subsidiaries that have been considered permanently reinvested. As of December 31, 2023, there are no unremitted earnings from these operations. As of December 31, 2023 and 2022, the Company had no uncertain tax positions. The Company is subject to taxation in the United States, Cayman Islands and Australia. For U.S. federal income tax purposes, 2020 and later tax years remain open for examination by the tax authorities under the normal three-year statute of limitations. For major U.S. states, 2019 and later tax years remain open for examination by the tax authorities under a four-year statute of limitations. For Australia, 2019 and subsequent tax years remain subject to examination. Tax Contingencies The Company is subject to income taxes in the United States and Australia. Significant judgment is required in evaluating the Company’s tax positions and determining the provision for income taxes. During the ordinary course of business, the Company considers tax positions for which the ultimate tax determination is uncertain for the purpose of determining whether a reserve is required, despite the Company’s belief that the tax positions are fully supportable. To date the Company has not established a reserve provision because the Company believes that all tax positions are highly certain. Note 11. Accrued Liabilities Accrued liabilities consisted of the following: December 31, 2023 2022 Accrued salaries and other benefits $ 8,428 $ 10,569 Accrued freight costs 3,976 5,064 Sales tax payable 4,955 15,999 Accrued marketing costs 2,885 2,566 Accrued professional services 909 2,509 Other accrued liabilities 4,070 3,099 Total accrued liabilities $ 25,223 $ 39,806 Note 12. Deferred Revenue Deferred revenue consisted of the following: December 31, 2023 2022 Gift cards $ 11,303 $ 10,829 Other 479 592 Total deferred revenue $ 11,782 $ 11,421 101 Table of Contents Note 13. Equity-based Compensation Incentive Plans 2021 Omnibus Incentive Plan In September 2021, the Company’s board of directors adopted, and its stockholders approved, the 2021 Omnibus Incentive Plan (the “2021 Plan”) which became effective in connection with the IPO. The 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units and other forms of equity and cash compensation. A total of 408,355 shares of the Company’s common stock, as adjusted for the one-for-12 Reverse Stock Split, were initially reserved for issuance under the 2021 Plan. The number of shares of common stock reserved and available for issuance under the 2021 Plan automatically increases on January 1 of each year by 1 % of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the compensation committee of the Company’s board of directors. On May 30, 2023, the Company’s stockholders approved an amendment to the 2021 Plan to increase the number of shares available for issuance under the 2021 Plan by 833,333 shares of the Company’s common stock, as adjusted for the one-for-12 Reverse Stock Split. As of December 31, 2023, there were 1,456,396 shares reserved for issuance under the 2021 Plan, as adjusted for the one-for-12 Reverse Stock Split. 2021 Employee Stock Purchase Plan In September 2021, the Company’s board of directors adopted, and its stockholders approved, the 2021 Employee Stock Purchase Plan (the “ESPP”) which became effective in connection with the IPO. A total of 102,088 shares of the Company’s common stock, as adjusted for the one-for-12 Reverse Stock Split, were initially reserved for issuance under the ESPP. The number of shares reserved and available for issuance under the ESPP automatically increases on January 1 of each year by 1 % of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the compensation committee of the Company’s board of directors. As of December 31, 2023, there were 316,797 shares reserved for issuance under the ESPP, as adjusted for the one-for-12 Reverse Stock Split. The offering periods of the ESPP are six months long and are anticipated to be offered twice per year. The price at which common stock is purchased under the ESPP is equal to 85 % of the fair market value of a share of the Company’s common stock on the first or last day of the offering period, whichever is lower. The fair value of the discount and the look-back period will be estimated using the Black-Scholes option pricing model. 2018 Stock and Incentive Compensation Plan Prior to the IPO, the 2018 Stock and Incentive Compensation Plan, as amended (the “2018 Plan”), provided for the issuance of time-based incentive units and performance-based incentive units issued by Excelerate (the predecessor entity of a.k.a. Brands Holding Corp.). In connection with the reorganization transactions and the IPO, all of the equity interests in Excelerate, including outstanding incentive units issued as equity-based compensation under the 2018 Plan, were transferred to New Excelerate. The incentive units issued under the 2018 Plan participate in distributions from New Excelerate, but only after investors receive their return of capital plus a specified threshold amount per unit. The total incentive pool size under the 2018 Plan was 16,475,735 units. The 2018 Plan was terminated in September 2021 in connection with the IPO but continues to govern the terms of outstanding incentive units that were granted prior to the IPO. No further incentive units will be granted under the 2018 Plan. 102 Table of Contents Grant Activity Stock Options The 2021 Plan provides for the issuance of incentive and nonqualified stock options. Under the 2021 Plan, the exercise price of a stock option shall not be less than the fair market value of one share of the Company’s common stock on the date of grant. Stock options have a contractual term, the period during which they are exercisable, not to exceed ten years from the date of grant, and generally vest over time, based on performance or based on the achievement of a market condition. In September 2023, an award, including 416,667 performance-based stock options (the “Bryett Award”), was issued to Wesley Bryett, a member of the Company’s board of directors, co-founder of Princess Polly and the Global CEO of Culture Kings. This award expires after ten years , or upon the termination of Mr. Bryett’s service to the Company, and includes four tranches of stock options that will vest and become exercisable based upon the achievement of various common stock price targets. The weighted average exercise price for the options in the Bryett Award is $ 109.27 . Each tranche of stock options has a different derived service period, the average of which is approximately 5.5 years. As of December 31, 2023, no options issued as part of the Bryett Award had vested, the options held no intrinsic value, and total unrecognized compensation cost related to the Bryett Award was $ 1.1 million which is expected to be recognized over 5.2 years. A summary of the Company's time-based stock option activity under the 2021 Plan for the years ended December 31, 2023, 2022 and 2021, as adjusted for the one-for-12 Reverse Stock Split, is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance as of December 31, 2021 22,752 $ 114.00 9.73 $ — Granted 19,536 47.64 Exercised — — Forfeited/Repurchased — — Balance as of December 31, 2022 42,288 83.36 9.04 — Granted — — Exercised — — Forfeited/Repurchased ( 2,468 ) 114.00 Balance as of December 31, 2023 39,820 81.47 8.06 — Vested as of December 31, 2023 22,503 82.70 8.05 — As of December 31, 2023, there was $ 0.7 million of total unrecognized compensation cost related to unvested time-based stock options issued under the 2021 Plan, which is expected to be recognized over a weighted average period of 1.5 years. The assumptions that the Company used to determine the grant date fair value of time-based stock options granted under the 2021 Plan during the year ended December 31, 2022, were as follows, presented on a weighted-average basis: Year Ended December 31, 2022 Risk free interest rate 2.96 % Expected volatility 65.34 % Expected dividend yield — % Expected term 5.85 years 103 Table of Contents Restricted Stock Units The 2021 Plan provides for the issuance of restricted stock units (“RSUs”). RSUs issued prior to March 31, 2022, vest over four years while all RSUs issued after that date vest over three years . A summary of the Company's RSU activity under the 2021 Plan for the years ended December 31, 2023, 2022 and 2021, as adjusted for the one-for-12 Reverse Stock Split, is as follows: Number of Shares Weighted Average Grant Date Fair Value Balance as of December 31, 2021 76,290 $ 120.48 Granted 325,967 21.36 Vested ( 21,911 ) 118.20 Forfeited/Repurchased ( 12,834 ) 116.40 Balance as of December 31, 2022 367,512 32.81 Granted 387,067 7.87 Vested ( 130,550 ) 34.20 Forfeited/Repurchased ( 45,116 ) 34.79 Balance as of December 31, 2023 578,913 $ 15.67 As of December 31, 2023, there was $ 8.3 million of total unrecognized compensation cost related to unvested RSUs issued under the 2021 Plan, which is expected to be recognized over a weighted average period of 1.9 years. Incentive Units The 2018 Plan provided for the issuance of time-based incentive units and performance-based incentive units. Time-based incentive units generally vest over four years . Performance-based incentive units vested upon the satisfaction of the performance condition as described further below. Time-Based Incentive Partnership Units The following table summarizes time-based incentive unit activity under the 2018 Plan for the years ended December 31, 2023, 2022 and 2021: Number of Units Weighted Average Grant Date Fair value Weighted Average Participation Threshold Aggregate Intrinsic Value Balance as of December 31, 2021 5,975,813 1.16 36.48 14,162 Granted — — — Vested ( 2,511,311 ) 1.15 36.24 Forfeited/Repurchased ( 100,646 ) 0.46 21.96 Balance as of December 31, 2022 3,363,856 1.43 18.64 — Granted — — — Vested ( 1,987,639 ) 1.37 17.67 Forfeited/Repurchased ( 16,150 ) 3.19 22.68 Balance as of December 31, 2023 1,360,067 1.50 20.01 — Vested as of December 31, 2023 7,861,220 As of December 31, 2023, there was $ 1.7 million of total unrecognized compensation cost related to unvested time-based incentive units issued under the 2018 Plan, which is expected to be recognized over a weighted average period of 0.9 years. 104 Table of Contents Performance-Based Incentive Units Performance-based incentive units vest upon the satisfaction of a performance condition and become exercisable upon the satisfaction of the market condition. The performance condition was satisfied upon the occurrence of the IPO. As it was not deemed probable until it occurred, all compensation expense related to these awards was recognized at the date of the IPO. The market condition is satisfied upon the initial investor in Excelerate receiving an aggregate return equal to three times its aggregate investment. As of December 31, 2023, all outstanding performance-based incentive units had been fully expensed. Transition Agreement During the year ended December 31, 2020, the Company entered into a transition agreement with a former executive whereby all unvested incentive units were forfeited upon their termination. Pursuant to the terms of this transition agreement, the former executive retained 261,287 vested incentive units following their termination. As permitted by the original terms of the incentive units, the Company exercised its right to repurchase the former executive’s remaining 802,634 vested incentive units for total cash consideration of $ 1.1 million payable within a certain period following their termination. As of December 31, 2021, the consideration payable was deducted from additional paid-in capital as it did not exceed the fair value of the repurchased incentive units as of the date of repurchase. The units were repurchased in 2022. ESPP Purchase Rights A summary of the Company's ESPP activity under the 2021 Plan for the years ended December 31, 2023 and 2022, as adjusted for the one-for-12 Reverse Stock Split, was as follows: Year Ended December 31, 2023 2022 Shares purchased using ESPP purchase rights 39,050 12,348 Weighted average purchase price $ 4.14 $ 18.36 Equity-Based Compensation Expense The Company recognizes compensation expense in general and administrative expenses within operating expenses for stock options, RSUs, ESPP purchase rights and time-based incentive units granted prior to the IPO by amortizing the grant date fair value on a straight-line basis over the expected vesting period to the extent the vesting of the grant is considered probable. The Company recognized compensation expense for performance-based incentive units granted prior to the IPO at the date of IPO. The Company recognizes equity-based award forfeitures in the period such forfeitures occur. The following table summarizes the Company’s equity-based compensation expense by award type for all Plans: Year Ended December 31, 2023 2022 2021 Stock options $ 572 $ 495 $ 95 RSUs 4,256 2,943 655 ESPP purchase rights 148 188 — Time-based incentive units 2,664 3,104 2,390 Performance-based incentive units — — 4,903 Total $ 7,640 $ 6,730 $ 8,043 Note 14. Stockholders’ Equity Preferred Stock In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 50,000,000 shares of undesignated preferred stock with a par value of $ 0.001 per share with rights and preferences, including voting rights, designated from time to time by the Company’s board of directors. 105 Table of Contents Common Stock The Company has one class of common stock. In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 500,000,000 shares of common stock with a par value of $ 0.001 per share, with one vote per share. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the Company’s board of directors. On September 29, 2023, the Company effected a one-for-12 reverse stock split of its common stock (the “Reverse Stock Split”). No fractional shares were issued in connection with the Reverse Stock Split and all holders of such fractional interests received cash equal to such fraction multiplied by the average of the closing sales prices of the Company’s common stock during the regular trading hours for the five consecutive trading days immediately preceding the effective date of the Reverse Stock Split, with such average closing sales prices being adjusted to give effect to the Reverse Stock Split. All references in these financial statements to the Company’s outstanding common stock, including per share information, have been retrospectively adjusted to reflect the Reverse Stock Split. Share Repurchase Program & Share Forfeitures On May 25, 2023, the Company's board of directors approved a share repurchase program (the “Share Repurchase Program”). Pursuant to the Share Repurchase Program, the Company was initially authorized to repurchase up to $ 2.0 million of shares of the Company’s common stock. Subsequently, in 2023, the Company’s board of directors approved an additional repurchase capacity under the Share Repurchase Program of $ 3.0 million of shares of the Company’s common stock. The timing of any repurchases by the Company and the actual number of shares repurchased are at the Company’s discretion, and, in deciding when to repurchase shares and the amount of shares to repurchase, the Company will consider available liquidity, general market and economic conditions, alternate uses for the capital and other factors. Share repurchases may be made from time to time through a Rule 10b5-1 trading plan, open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements. The Share Repurchase Program may be suspended or discontinued at any time and has no expiration date. All repurchased shares under the Share Repurchase Program will be retired. Additionally, from time to time, the Company’s employees may surrender shares of the Company’s common stock to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted shares of common stock issued under the 2021 Plan. With respect to these surrendered shares, the price paid per share is based on the fair value at the time of surrender. During the year ended December 31, 2023, inclusive of repurchases under the Share Repurchase Program and shares surrendered by employees to satisfy tax obligations, the Company repurchased 348,468 shares of its common stock for $ 2.3 million, at an average price of $ 6.72 per share. Note 15. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share and a reconciliation of the weighted average number of shares outstanding: Year Ended December 31, 2023 2022 2021 Numerator: Net loss attributable to a.k.a. Brands Holding Corp. $ ( 98,886 ) $ ( 176,697 ) $ ( 5,968 ) Denominator: Weighted-average common shares outstanding, basic and diluted 10,707,024 10,726,392 7,769,281 Net loss per share: Net loss per share, basic and diluted $ ( 9.24 ) $ ( 16.47 ) $ ( 0.77 ) Due to the reorganization transactions as described in Note 1 “Description of Business,” for periods prior to our IPO in September 2021, a split of units held by New Excelerate investors into a proportionate amount of shares of the Company’s common stock is reflected in the weighted-average common shares outstanding. The Company used the two-class method in calculating net income per share historically, as it related to the outstanding incentive units. However, for all periods prior to the IPO, there were no potentially dilutive securities. 106 Table of Contents Basic net income (loss) per share is calculated by dividing net income (loss) attributable to a.k.a. Brands Holding Corp. for the period by the weighted-average number of shares of common stock for the period. Diluted net income (loss) per share has been calculated in a manner consistent with that of basic net income (loss) per share while giving effect to shares issuable upon exercise and/or vesting of potentially dilutive stock option and RSU grants, as well as ESPP purchase rights, outstanding during the period, if applicable. Due to the net loss attributable to a.k.a. Brands Holding Corp. for all periods shown, no potentially dilutive securities had an impact on diluted loss per share for any period. For the years ended December 31, 2023, 2022 and 2021, 333,327 , 112,904 and 6,535 shares, respectively, were excluded from the calculation of weighted-average diluted common shares outstanding as they had an anti-dilutive effect. Note 16. Commitments and Contingencies Contingencies The Company records a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses material contingencies when it believes a loss is not probable but reasonably possible. Accounting for contingencies requires us to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Although the Company cannot predict with assurance the outcome of any litigation or tax matters, it does not believe there are currently any such actions that, if resolved unfavorably, would have a material impact on the Company’s operating results, financial position or cash flows. Indemnifications In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, directors, officers and other parties with respect to certain matters. The Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in the consolidated financial statements. Note 17. Related Party Transactions The Company may enter into transactions with related parties from time to time. Related Party Debt Financing In connection with the acquisition of Culture Kings (refer to Note 3, “Acquisitions,” for additional information), on March 31, 2021, Polly Holdco, a wholly-owned subsidiary of the Company, issued $ 25.0 million in senior subordinated notes to an affiliate of Summit, a global investment firm who has a majority ownership interest in the Company. The senior subordinated notes were subsequently paid in full and terminated in connection with the IPO (refer to Note 8, “Debt,” for additional information). Note 18. Subsequent Events The Company has evaluated subsequent events occurring through March 7, 2024, the date that these financial statements were originally available to be issued, and determined the following subsequent events occurred that would require disclosure in these financial statements. Draw on Revolving Line of Credit On January 30, 2024, the Company borrowed $ 9.5 million under the revolving line of credit, which is part of the Company’s senior secured credit facility. The initial applicable interest rate for the borrowings is 8.45 % and final payoff is due on September 24, 2026. On February 12, 2024, the Company borrowed $ 7.0 million under the revolving line of credit, which is part of the Company’s senior secured credit facility. The initial applicable interest rate for the borrowings is 8.43 % and final payoff is due on September 24, 2026. 107 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.