Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40828 | |
Entity Registrant Name | a.k.a. Brands Holding Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-0970919 | |
Entity Address, Address Line One | 100 Montgomery Street | |
Entity Address, Address Line Two | Suite 1600 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94104 | |
City Area Code | 415 | |
Local Phone Number | 295-6085 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | AKA | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 128,674,678 | |
Entity Central Index Key | 0001865107 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 29,109 | $ 38,832 |
Restricted cash | 1,666 | 2,186 |
Accounts receivable | 3,030 | 2,663 |
Inventory, net | 143,853 | 115,783 |
Prepaid income taxes | 11,050 | 4,059 |
Prepaid expenses and other current assets | 20,092 | 20,809 |
Total current assets | 208,800 | 184,332 |
Property and equipment, net | 18,450 | 14,657 |
Operating lease right-of-use assets | 38,991 | 26,415 |
Intangible assets, net | 85,548 | 98,287 |
Goodwill | 346,337 | 363,305 |
Other assets | 945 | 850 |
Total assets | 699,071 | 687,846 |
Current liabilities: | ||
Accounts payable | 28,457 | 25,088 |
Accrued liabilities | 55,728 | 53,375 |
Sales returns reserve | 5,166 | 6,887 |
Deferred revenue | 7,643 | 11,344 |
Operating lease liabilities, current | 6,338 | 5,721 |
Current portion of long-term debt | 5,600 | 5,600 |
Total current liabilities | 108,932 | 108,015 |
Long-term debt | 125,618 | 103,182 |
Operating lease liabilities | 34,415 | 21,370 |
Other long-term liabilities | 1,338 | 1,333 |
Deferred income taxes, net | 2,225 | 2,920 |
Total liabilities | 272,528 | 236,820 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 50,000,000 shares authorized; zero shares issued or outstanding | 0 | 0 |
Common stock, $0.001 par value; 500,000,000 shares authorized; 128,669,181 and 128,647,836 shares issued and outstanding | 129 | 129 |
Additional paid-in capital | 456,637 | 453,807 |
Accumulated other comprehensive loss | (35,706) | (11,080) |
Retained earnings | 5,483 | 8,170 |
Total stockholders’ equity | 426,543 | 451,026 |
Total liabilities and stockholders’ equity | $ 699,071 | $ 687,846 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 128,669,181 | 128,647,836 |
Common stock, shares outstanding (in shares) | 128,669,181 | 128,647,836 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 158,471 | $ 149,227 | $ 306,790 | $ 218,006 |
Cost of sales | 71,024 | 67,793 | 135,147 | 95,984 |
Gross profit | 87,447 | 81,434 | 171,643 | 122,022 |
Operating expenses: | ||||
Selling | 45,254 | 40,023 | 85,618 | 58,277 |
Marketing | 19,064 | 14,908 | 34,769 | 21,132 |
General and administrative | 25,703 | 19,220 | 50,481 | 32,650 |
Total operating expenses | 90,021 | 74,151 | 170,868 | 112,059 |
Income (loss) from operations | (2,574) | 7,283 | 775 | 9,963 |
Other expense, net: | ||||
Interest expense | (1,393) | (4,113) | (2,652) | (4,217) |
Other expense | (1,200) | (42) | (1,112) | (61) |
Total other expense, net | (2,593) | (4,155) | (3,764) | (4,278) |
Income (loss) before income taxes | (5,167) | 3,128 | (2,989) | 5,685 |
Benefit from (provision for) income taxes | 955 | (939) | 302 | (1,706) |
Net income (loss) | (4,212) | 2,189 | (2,687) | 3,979 |
Net loss (income) attributable to noncontrolling interests | 0 | 242 | 0 | (76) |
Net income (loss) attributable to a.k.a. Brands Holding Corp. | $ (4,212) | $ 2,431 | $ (2,687) | $ 3,903 |
Net income (loss) per share: | ||||
Basic (in dollars per share) | $ (0.03) | $ 0.03 | $ (0.02) | $ 0.05 |
Diluted (in dollars per share) | $ (0.03) | $ 0.03 | $ (0.02) | $ 0.05 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 128,657,271 | 85,702,097 | 128,652,580 | 77,860,431 |
Diluted (in shares) | 128,657,271 | 85,702,097 | 128,652,580 | 77,860,431 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (4,212) | $ 2,189 | $ (2,687) | $ 3,979 |
Other comprehensive loss: | ||||
Currency translation | (39,031) | (5,681) | (24,626) | (11,099) |
Total comprehensive loss | (43,243) | (3,492) | (27,313) | (7,120) |
Comprehensive loss attributable to noncontrolling interests | 0 | 2,214 | 0 | 3,870 |
Comprehensive loss attributable to a.k.a. Brands Holding Corp. | $ (43,243) | $ (1,278) | $ (27,313) | $ (3,250) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY, PARTNERS’ CAPITAL AND REDEEMABLE NONCONTROLLING INTEREST - USD ($) $ in Thousands | Total | Common Stock | Partnership Units | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Noncontrolling Interest | ||
Total Stockholders’ Equity | |||||||||
Equity-based compensation | $ 523 | $ 523 | |||||||
Net income (loss) | 1,790 | $ 1,472 | $ 318 | ||||||
Beginning balance (in shares) at Dec. 31, 2020 | [1] | 114,167,842 | |||||||
Beginning balance at Dec. 31, 2020 | 138,884 | $ 108,197 | [1] | 727 | $ 5,839 | 14,138 | 9,983 | ||
Partnership Equity | |||||||||
Issuance of units (in shares) | [1] | 25,746,282 | |||||||
Issuance of units | 82,669 | $ 82,669 | [1] | ||||||
Equity-based compensation | 523 | 523 | |||||||
Cumulative translation adjustment | (3,842) | (3,444) | (398) | ||||||
Net income | 1,790 | 1,472 | 318 | ||||||
Ending balance (in shares) at Mar. 31, 2021 | [1] | 139,914,124 | |||||||
Ending balance at Mar. 31, 2021 | 220,024 | $ 190,866 | [1] | 1,250 | 2,395 | 15,610 | 9,903 | ||
Beginning balance at Dec. 31, 2020 | 0 | ||||||||
Redeemable Noncontrolling Interest | |||||||||
Noncontrolling interest from purchase of Culture Kings | 142,717 | ||||||||
Cumulative translation adjustment | (1,575) | ||||||||
Ending balance at Mar. 31, 2021 | 141,142 | ||||||||
Total Stockholders’ Equity | |||||||||
Cumulative translation adjustment | (11,099) | ||||||||
Net income (loss) | 3,979 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | [1] | 114,167,842 | |||||||
Beginning balance at Dec. 31, 2020 | 138,884 | $ 108,197 | [1] | 727 | 5,839 | 14,138 | 9,983 | ||
Partnership Equity | |||||||||
Net income | 3,979 | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | [1] | 139,914,124 | |||||||
Ending balance at Jun. 30, 2021 | 219,471 | $ 190,866 | [1] | 1,859 | (1,314) | 18,041 | 10,019 | ||
Beginning balance at Dec. 31, 2020 | 0 | ||||||||
Ending balance at Jun. 30, 2021 | 138,812 | ||||||||
Total Stockholders’ Equity | |||||||||
Equity-based compensation | 609 | 609 | |||||||
Cumulative translation adjustment | (5,681) | ||||||||
Net income (loss) | 2,189 | ||||||||
Beginning balance (in shares) at Mar. 31, 2021 | [1] | 139,914,124 | |||||||
Beginning balance at Mar. 31, 2021 | 220,024 | $ 190,866 | [1] | 1,250 | 2,395 | 15,610 | 9,903 | ||
Partnership Equity | |||||||||
Equity-based compensation | 609 | 609 | |||||||
Cumulative translation adjustment | (3,846) | (3,709) | (137) | ||||||
Net income (loss) | 2,684 | 2,431 | 253 | ||||||
Net income | 2,189 | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | [1] | 139,914,124 | |||||||
Ending balance at Jun. 30, 2021 | 219,471 | $ 190,866 | [1] | 1,859 | (1,314) | 18,041 | $ 10,019 | ||
Beginning balance at Mar. 31, 2021 | 141,142 | ||||||||
Redeemable Noncontrolling Interest | |||||||||
Cumulative translation adjustment | (1,835) | ||||||||
Net income (loss) | (495) | ||||||||
Ending balance at Jun. 30, 2021 | $ 138,812 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 128,647,836 | 128,647,836 | |||||||
Beginning balance at Dec. 31, 2021 | $ 451,026 | $ 129 | 453,807 | (11,080) | 8,170 | ||||
Total Stockholders’ Equity | |||||||||
Equity-based compensation | 1,368 | 1,368 | |||||||
Cumulative translation adjustment | 14,405 | 14,405 | |||||||
Net income (loss) | 1,525 | 1,525 | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 128,647,836 | ||||||||
Ending balance at Mar. 31, 2022 | 468,324 | $ 129 | 455,175 | 3,325 | 9,695 | ||||
Partnership Equity | |||||||||
Equity-based compensation | 1,368 | 1,368 | |||||||
Net income | $ 1,525 | 1,525 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 128,647,836 | 128,647,836 | |||||||
Beginning balance at Dec. 31, 2021 | $ 451,026 | $ 129 | 453,807 | (11,080) | 8,170 | ||||
Total Stockholders’ Equity | |||||||||
Cumulative translation adjustment | (24,626) | ||||||||
Net income (loss) | $ (2,687) | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 128,669,181 | 128,669,181 | |||||||
Ending balance at Jun. 30, 2022 | $ 426,543 | $ 129 | 456,637 | (35,706) | 5,483 | ||||
Partnership Equity | |||||||||
Net income | (2,687) | ||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 128,647,836 | ||||||||
Beginning balance at Mar. 31, 2022 | 468,324 | $ 129 | 455,175 | 3,325 | 9,695 | ||||
Total Stockholders’ Equity | |||||||||
Equity-based compensation | $ 1,494 | 1,494 | |||||||
Issuance of common stock upon settlement of equity awards, net of shares withheld (in shares) | 21,345 | ||||||||
Issuance of common stock upon settlement of equity awards, net of shares withheld | $ (32) | ||||||||
Cumulative translation adjustment | (39,031) | (39,031) | |||||||
Net income (loss) | $ (4,212) | (4,212) | |||||||
Ending balance (in shares) at Jun. 30, 2022 | 128,669,181 | 128,669,181 | |||||||
Ending balance at Jun. 30, 2022 | $ 426,543 | $ 129 | 456,637 | $ (35,706) | 5,483 | ||||
Partnership Equity | |||||||||
Equity-based compensation | 1,494 | $ 1,494 | |||||||
Net income | $ (4,212) | $ (4,212) | |||||||
[1]Excelerate, L.P. was the predecessor entity to a.k.a. Brands Holding Corp. Refer to Note 1 for additional information. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (2,687) | $ 3,979 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Depreciation expense | 2,728 | 870 |
Amortization expense | 8,079 | 6,231 |
Amortization of inventory fair value adjustment | 707 | 6,266 |
Amortization of debt issuance costs | 326 | 247 |
Non-cash interest expense | 0 | 693 |
Non-cash operating lease expense | 3,109 | 3,064 |
Equity-based compensation | 2,862 | 1,132 |
Deferred income taxes, net | (1,078) | (2,109) |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (424) | (1,602) |
Inventory | (33,183) | (11,490) |
Prepaid expenses and other current assets | (67) | (5,755) |
Accounts payable | 5,304 | 1,354 |
Income taxes payable | (7,213) | (8,587) |
Accrued liabilities | 4,896 | 13,278 |
Returns reserve | (1,569) | 2 |
Deferred revenue | (3,434) | 2,857 |
Lease liabilities | (1,943) | (2,950) |
Net cash (used in) provided by operating activities | (23,587) | 7,480 |
Cash flows from investing activities: | ||
Acquisition of businesses, net of cash acquired | 0 | (225,744) |
Cash paid from holdbacks associated with acquisitions | (2,095) | 0 |
Purchase of intangible assets | (64) | 0 |
Purchases of property and equipment | (5,803) | (3,361) |
Net cash used in investing activities | (7,962) | (229,105) |
Cash flows from financing activities: | ||
Payments of costs related to initial public offering | (1,142) | 0 |
Proceeds from line of credit, net of issuance costs | 25,000 | 12,045 |
Repayment of line of credit | 0 | (6,364) |
Proceeds from issuance of debt, net of issuance costs | (121) | |
Proceeds from issuance of debt, net of issuance costs | 144,103 | |
Repayment of debt | (2,800) | (938) |
Taxes paid related to net share settlement of equity awards | (32) | 0 |
Proceeds from issuance of units | 0 | 82,669 |
Net cash provided by financing activities | 20,905 | 231,515 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 401 | (413) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (10,243) | 9,477 |
Cash, cash equivalents and restricted cash at beginning of period | 41,018 | 27,099 |
Cash, cash equivalents and restricted cash at end of period | 30,775 | 36,576 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 29,109 | 34,341 |
Restricted cash | 1,666 | 2,235 |
Total cash, cash equivalents and restricted cash | $ 30,775 | $ 36,576 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business a.k.a. Brands Holding Corp. (together with our wholly-owned subsidiaries, collectively, the “Company”), which operates under the name “a.k.a. Brands” or “a.k.a.,” is an online fashion retailer focused on acquiring and accelerating the growth of next-generation, digitally native fashion brands targeting Gen Z and Millennial customers. 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 10,000,000 shares of its newly authorized common stock for $11.00 per share 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 (“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 for additional information), 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 21,809,804 newly issued shares of a.k.a. Brands Holding Corp. common stock. 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 (refer to Note 3 for additional information on the Culture Kings acquisition). In connection with the IPO, certain subsidiaries of the Company entered into a new 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 new senior secured credit facility’s term loan, together with a portion of the proceeds from the IPO, to repay the Fortress Credit Facilities and Summit Notes in full and subsequently terminated them. Refer to Note 8 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, L.P. 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, L.P., 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. 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. common stock that it holds. Prior to the IPO, a.k.a. 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 condensed 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. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Principles of Consolidation and Basis of Presentation The Company’s unaudited condensed consolidated interim financial statements have been prepared in accordance with Article 10 of the SEC’s Regulation S-X. As permitted under those rules, certain footnotes or other financial information that are normally required by generally accepted accounting principles in the United States (“GAAP”) can be condensed or omitted. These financial statements have been prepared on the same basis as our annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of our financial information. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2021 which are included in the 2021 Form 10-K. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2022 or for any other interim period or for any other future year. The accompanying condensed 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. Revenue Recognition Revenue is primarily derived from the sale of apparel merchandise through the Company’s online websites and stores 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 returns reserve was $5.2 million and $6.9 million as of June 30, 2022 and December 31, 2021, respectively. The following table presents a summary of the Company’s sales return reserve: Balance as of December 31, 2020 $ 3,517 Returns (80,915) Allowance 84,285 Balance as of December 31, 2021 6,887 Returns (53,506) Allowance 51,785 Balance as of June 30, 2022 $ 5,166 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 both the three months ended June 30, 2022 and 2021 was immaterial. Revenue recognized in net sales on breakage of gift cards and online credit for the six months ended June 30, 2022 and 2021 was $0.1 million and immaterial, respectively. The following table presents the disaggregation of the Company’s net sales by geography, based on customer address: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 U.S. $ 82,277 $ 71,205 $ 159,945 $ 114,035 Australia 56,540 59,317 108,434 78,332 Rest of world 19,654 18,705 38,411 25,639 Total $ 158,471 $ 149,227 $ 306,790 $ 218,006 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 five 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. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill and the allocation of consolidated income taxes to separate financial statements of entities not subject to income tax. The Company adopted this ASU on January 1, 2022, and the adoption did not have a material impact on its condensed consolidated financial statements. New Accounting Pronouncements Not Yet Adopted In March, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The pronouncement and amendments help limit the accounting impact from contract modifications, including hedging relationships, due to the transition from the London Inter-Bank Offered Rate (“LIBOR”) to alternative reference rates that are completed by December 31, 2022. The Company is currently evaluating the impact of this update, but does not expect a significant impact to our financial results, financial position or cash flows from the transition from LIBOR to alternative reference interest rates, but will continue to monitor the impact of this transition until it is completed. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 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 a.k.a. Brands Holding Corp. common stock (refer to Note 1 for additional information). 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 and expands the Company’s consumer market to include male consumers and further expansion 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 Brand names $ 68,354 $ 6,835 10 years Customer relationships 4,855 1,214 4 years Total $ 73,209 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, were $3.3 million. These costs are recorded in general and administrative expenses in the condensed consolidated statement of income for the year ended December 31, 2021. Goodwill of $264.5 million, none 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. 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 a.k.a. Brands Holding Corp. 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. The following amounts are included in the accompanying condensed consolidated statements of income for the three and six months ended June 30, 2022: Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Net sales $ 53,901 $ 102,826 Net loss (2,366) (2,459) 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: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net sales $ 158,471 $ 149,227 $ 306,790 $ 269,205 Net income (loss) attributable to a.k.a. Brands Holding Corp. (4,212) 4,840 (2,687) 5,576 Net income (loss) per share, basic and diluted $ (0.03) $ 0.06 $ (0.02) $ 0.07 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. 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 2,057,695 shares of a.k.a. common stock. mnml is an LA-based streetwear brand that offers competitively priced on-trend wardrobe staples. This acquisition allows the Company to continue its growth into the U.S. market and provides opportunities for customer cross-sell. The estimated 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 2,178 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 15,849 Goodwill 29,650 Total purchase price, net of cash acquired of $605 $ 45,499 The cash purchase consideration is subject to working capital adjustments that will be concluded prior to October 14, 2022. The preliminary 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 Estimated Useful Life Brand name $ 11,800 10 years Customer relationships 2,500 3 years Total $ 14,300 The results of operations of mnml are included in the Company’s consolidated results beginning October 14, 2021. Total net sales of $9.4 million and net loss of $1.0 million of mnml are included in the accompanying condensed consolidated statement of income for the three months ended June 30, 2022. Total net sales of $20.0 million and net loss of $0.2 million of mnml are included in the accompanying condensed consolidated statement of income for the six months ended June 30, 2022. Goodwill of $29.7 million, none 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 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, were $1.3 million. These costs are recorded in general and administrative expenses in the condensed consolidated statement of income during the year ended December 31, 2021. Purchase of Noncontrolling Interests Immediately following the New Excelerate Reorganization (as described in Note 1), the Company completed a series of transactions in which the CK Holdings minority investors exchanged their interests in CK Holdings for 21,809,804 newly issued shares of a.k.a. Brands Holding Corp. common stock. The number of shares issued in exchange for the minority interests was determined based on the relative valuations of CK Holdings and the consolidated a.k.a. 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 a.k.a. Brands Holding Corp. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets are comprised of the following: June 30, December 31, Inventory prepayments $ 11,162 $ 14,251 Other 8,930 6,558 Total prepaid expenses and other current assets $ 20,092 $ 20,809 |
Property, and Equipment, Net
Property, and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, and Equipment, Net | Property and Equipment, Net Property and equipment, net is comprised of the following: June 30, December 31, Furniture and fixtures $ 2,305 $ 1,305 Machinery and equipment 3,318 1,595 Computer equipment and capitalized software 5,353 2,638 Leasehold improvements 13,545 12,457 Total property and equipment 24,521 17,995 Less accumulated depreciation (6,071) (3,338) Total property and equipment, net $ 18,450 $ 14,657 Total depreciation expense was $1.5 million and $0.7 million for the three months ended June 30, 2022 and 2021, respectively, and was $2.7 million and $0.9 million for the six months ended June 30, 2022 and 2021, respectively. 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. On January 1, 2022, the Company established a policy to classify all capitalized software, website design and software systems as property and equipment, resulting in a reclassification of such assets and related depreciation and amortization from intangible assets, net, to property and equipment, net. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | GoodwillThe carrying value of goodwill, as of June 30, 2022 and December 31, 2021, was $346.3 million and $363.3 million, respectively. No goodwill impairment was recorded during the six months ended June 30, 2022 or the year ended December 31, 2021. The goodwill of the 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 Changes in foreign currency translation (16,968) Balance as of June 30, 2022 $ 346,337 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The gross amounts and accumulated amortization of acquired identifiable intangible assets with finite useful lives as of June 30, 2022 and December 31, 2021, included in intangible assets, net in the accompanying condensed consolidated balance sheets, are as follows: June 30, 2022 December 31, 2021 Useful life Weighted Average Amortization Period 2022 2022 Weighted Average Amortization Period 2021 2021 Customer relationships 4 years 2.4 years $ 22,923 2.5 years $ 24,516 Brands 10 years 8.4 years 95,865 8.9 years 100,315 Website design and software system 3 years 2.2 years 1,883 Trademarks 5 years 2.8 years 109 3.3 years 114 Total intangible assets 118,897 126,828 Less accumulated amortization (33,349) (28,541) Total intangible assets, net $ 85,548 $ 98,287 Amortization of acquired intangible assets with finite useful lives is included in general and administrative expenses and was $4.0 million and $3.8 million for the three months ended June 30, 2022 and 2021, respectively and $8.1 million and $6.2 million for the six months ended June 30, 2022 and 2021, respectively. 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. On January 1, 2022, the Company established a policy to classify all capitalized software, website design and software systems as property and equipment, resulting in a reclassification of such assets and related depreciation and amortization from intangible assets, net, to property and equipment, net. Future estimated amortization expense for acquired identifiable intangible assets is as follows: Amortization Expense Year ending December 31: Remainder of 2022 $ 6,399 2023 12,234 2024 11,712 2025 9,970 2026 9,582 Thereafter 35,651 Total amortization expense $ 85,548 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Princess Polly Operating Line of Credit The Company’s subsidiary Princess Polly had an operating line of credit (the “Polly Facility”) up to a maximum of $15.4 million, which was guaranteed by Polly Bidco Pty Ltd. and Polly Holdco Pty Ltd, each subsidiaries of the Company (“Princess Polly Group”). The assets of the Princess Polly Group were pledged as security under the Polly Facility. The Polly Facility was available to make cash draws, procure letters of credit instruments and for the provision of ancillary facilities. The Polly Facility was due November 2021, and was therefore classified as a current liability as of December 31, 2020. As of December 31, 2020, the Company had drawn $6.2 million on the Facility and had $0.8 million drawn in letters of credit which were held as collateral under various custom bonds agreements. The Company repaid the outstanding balances under the Polly Facility in full and terminated it in February 2021. Rebdolls Revolving Line of Credit Rebdolls had a revolving line of credit for a maximum of $0.5 million with Bank of America, N.A. The assets of Rebdolls were pledged as security under this line of credit. As of December 31, 2020, Rebdolls had an outstanding balance of $0.2 million on the revolving line of credit. The Company repaid the outstanding balances under the revolving line of credit in full on February 28, 2021, the date of its maturity, and terminated it. Debt Financing for the Culture Kings Acquisition To fund the acquisition of Culture Kings (refer to Note 3 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 Partners, a related party of the Company (refer to Note 16 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. New Senior Secured Credit Facility On September 24, 2021, in connection with the closing of the IPO, certain subsidiaries of the Company entered into a new senior secured credit facility inclusive 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. 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 LIBOR plus an applicable margin dependent upon our net leverage ratio. The highest interest rate under the agreement occurs at a net leverage ratio of greater than 2.75x, yielding an interest rate of LIBOR plus 3.25%. • The $50.0 million revolving line of credit, which matures five years after closing, accrues interest at LIBOR plus an applicable margin dependent upon our net leverage ratio. The highest interest rate under the agreement occurs at a net leverage ratio of greater than 2.75x, yielding an interest rate of LIBOR 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. The new 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 new 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 by 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 2.75x, 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 2.25x. As of June 30, 2022, the Company was in compliance with all debt covenants. The Company incurred $2.7 million of debt issuance costs in relation to the new senior secured credit facility. Of this, $0.9 million relates to the revolving credit facility and is capitalized and included in prepaid and other current assets as deferred financing costs to be amortized over the life of the facility, or five years. The remaining $1.8 million of debt issuance costs relates to the term loan and is presented net of our outstanding debt in long-term debt on our 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 new 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. In October 2021, the Company borrowed $15.0 million under the revolving line of credit at an 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. See Note 3 for additional details. 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 our outstanding debt in long-term debt on our 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 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 applicable interest rate of 3.60% and final payoff due on September 24, 2026. Beginning on June 30, 2022, the all-in rate (LIBOR plus the applicable margin) for the Company’s term loan and borrowings under the revolving line of credit was repriced under the governing terms of the senior secured credit facility to an applicable interest rate of 4.75%. Total Debt and Interest Outstanding debt consisted of the following: June 30, December 31, Term loan $ 107,950 $ 110,750 Revolving credit facility 25,000 — Capitalized debt issuance costs (1,732) (1,968) Total debt 131,218 108,782 Less current portion (5,600) (5,600) Total long-term debt $ 125,618 $ 103,182 Interest expense, which included the amortization of debt issuance costs, totaled $1.4 million and $4.1 million for the three months ended June 30, 2022 and 2021, respectively, and $2.7 million and $4.2 million for the six months ended June 30, 2022 and 2021, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | 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 condensed 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: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating lease costs $ 2,347 $ 1,794 $ 4,512 $ 2,146 Variable lease costs 170 130 318 177 Short-term lease costs 90 50 219 50 Total lease costs $ 2,607 $ 1,974 $ 5,049 $ 2,373 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: Six Months Ended June 30, 2022 2021 Cash paid for operating lease liabilities $ 3,709 $ 2,015 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities 17,758 70 Other information relating to the Company’s operating leases was as follows: June 30, December 31, Weighted-average remaining lease term 7.6 years 6.1 years Weighted-average discount rate 4.3% 3.9% As of June 30, 2022, the maturities of operating lease liabilities were as follows: Remainder of 2022 $ 2,259 2023 9,105 2024 6,273 2025 5,518 2026 4,678 Thereafter 21,211 Total remaining lease payments 49,044 Less: imputed interest 8,291 Total operating lease liabilities 40,753 Less: current portion (6,338) Long-term operating lease liabilities $ 34,415 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Interim income taxes are based on an estimated annualized effective tax rate applied to the respective quarterly periods, adjusted for discrete tax items in the period in which they occur. Although the Company believes its tax estimates are reasonable, the Company can make no assurance that the final tax outcome of these matters will not be different from that which it has reflected in its historical income tax provisions and accruals. Such differences could have a material impact on the Company’s income tax provision and operating results in the period in which the Company makes such determinations. 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. The Company’s provision for income taxes for the three and six months ended June 30, 2022 resulted in an income tax benefit of $1.0 million and $0.3 million, respectively. The effective tax rate as a percentage of income (loss) before income taxes for the three and six months ended June 30, 2022 was 18.5% and 10.1%, respectively, compared to the U.S. federal statutory rate of 21.0%. The lower effective tax rate for the three and six months ended June 30, 2022 was primarily due to a discrete tax adjustment which offset the income tax benefit related to loss before income taxes. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following: June 30, December 31, Accrued salaries and other benefits $ 6,761 $ 11,746 Accrued freight costs 7,846 9,199 Accrued sales taxes 23,402 20,008 Accrued marketing costs 5,959 2,543 Accrued professional services 1,621 1,698 Other accrued liabilities 10,139 8,181 Total accrued liabilities $ 55,728 $ 53,375 |
Equity-based Compensation
Equity-based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-based Compensation | 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 4,900,269 shares of the Company’s common stock 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 increased on January 1, 2022 by 1% of the number of shares of the Company’s common stock outstanding on December 31, 2021, and will continue to automatically increase each January 1 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. 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. The ESPP authorizes the issuance of shares of the Company’s common stock pursuant to purchase rights granted to employees. The ESPP includes two components: a “Section 423 Component” and a “Non-Section 423 Component.” The Section 423 Component is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code (the “Code”) and will be administered, interpreted and construed in a manner consistent with the requirements of Section 423 of the Code and is limited to employees of the Company located in the United States. The Non-Section 423 Component will be granted pursuant to separate offerings designed to achieve tax, securities laws or other objectives for eligible employees of the Company located outside of the United States. A total of 1,225,067 shares of the Company’s common stock were initially reserved for issuance under the ESPP. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2023, by the lesser of 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. The offering periods of the ESPP will be 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. 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, L.P. (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, L.P., including outstanding incentive units issued as equity-based compensation under the 2018 Plan, were transferred to New Excelerate, L.P. (refer to Note 1 for additional information). The incentive units issued under the 2018 Plan participate in distributions from New Excelerate, L.P., but only after investors receive their return of capital plus a specified threshold amount per unit. The total incentive pool size under the 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. Upon the expiration, forfeiture, cancellation or withholding of units for employee taxes of any incentive units underlying outstanding incentive unit awards granted under the 2018 Plan, an equal number of shares of a.k.a. Brands Holding Corp. common stock will become available for grant under the 2021 Plan that was established in connection with the IPO. 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 an incentive 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 are exercisable over periods not to exceed ten years from the date of grant, and generally vest over time or based on performance. As of June 30, 2022, all stock option grants have been time-based. A summary of the Company's time-based stock option activity under the 2021 Plan was as follows: Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value Balance as of December 31, 2021 273,026 $ 9.50 $ — Granted 107,564 3.79 Vested — — Forfeited/Repurchased — — Balance as of June 30, 2022 380,590 $ 7.89 $ — Vested as of June 30, 2022 — As of June 30, 2022, there was $1.3 million of total unrecognized compensation cost related to unvested stock options issued under the 2021 Plan, which is expected to be recognized over a weighted average period of 3.1 years. The assumptions that the Company used to determine the grant date fair value of stock options granted under the 2021 Plan during the three months ended June 30, 2022 were as follows, presented on a weighted-average basis: Risk free interest rate 2.96 % Expected volatility 65.34 % Expected dividend yield — % Expected term 5.85 years 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 was as follows: Number of Shares Weighted Average Grant Date Fair Value Balance as of December 31, 2021 915,480 $ 10.04 Granted 405,412 4.41 Vested (30,622) 9.19 Forfeited/Repurchased (87,633) 9.99 Balance as of June 30, 2022 1,202,637 $ 8.20 As of June 30, 2022, there was $8.6 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 2.9 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: 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 $ 3.04 $ 14,162 Granted — — — Vested (1,438,825) 1.22 3.43 Forfeited/Repurchased (100,646) 0.46 1.83 Balance as of June 30, 2022 4,436,342 $ 1.28 $ 2.94 $ 5,565 Vested as of June 30, 2022 4,801,094 As of June 30, 2022, there was $5.4 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 2.2 years. While there were no time-based incentive units granted under the 2018 Plan during the three and six months ended June 30, 2022, the assumptions that the Company used to determine the grant date fair value of time-based incentive units during the three and six months ended June 30, 2021 were as follows, presented on a weighted-average basis: Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Risk free interest rate 0.09 % 0.10 % Expected volatility 45.00 % 45.00 % Expected dividend yield — % — % Expected term 1.39 years 1.41 years 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 IPO. The market condition is satisfied upon the initial investor in Excelerate, L.P. receiving an aggregate return equal to three times its aggregate investment. As of September 30, 2021, all outstanding performance-based incentive units have been fully expensed. The grant date fair value of the performance-based incentive units was determined using the Black-Scholes option pricing model, modified to allow for vesting only if the value at the distribution date is at or above the performance threshold. ESPP Purchase Rights The initial six-month offering period for the ESPP began on June 1, 2022 and will end on November 30, 2022. T he assumptions that the Company used to determine the grant date fair value of the ESPP purchase rights during the three months ended June 30, 2022 were as follows, presented on a weighted-average basis : Risk free interest rate 1.63 % Expected volatility 84.63 % Expected dividend yield — % Expected term 0.50 years Equity-Based Compensation Expense The Company recognizes compensation expense in general and administrative expenses within operating expenses in the condensed consolidated statements of income for stock options, RSUs 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: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Stock options $ 91 $ — $ 213 $ — RSUs 540 — 1,183 — Time-based incentive units 863 609 1,466 1,132 Total $ 1,494 $ 609 $ 2,862 $ 1,132 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | 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. 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. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The following table sets forth the computation of basic and diluted net income (loss) per share and a reconciliation of the weighted average number of shares outstanding: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net income (loss) attributable to a.k.a. Brands Holding Corp. $ (4,212) $ 2,431 $ (2,687) $ 3,903 Denominator: Weighted-average common shares outstanding, basic and diluted 128,657,271 85,702,097 128,652,580 77,860,431 Net income (loss) per share: Net income (loss) per share, basic and diluted $ (0.03) $ 0.03 $ (0.02) $ 0.05 Due to the reorganization transactions as described in Note 1, 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. Accordingly, basic and diluted earnings per share presented herein and on the condensed consolidated statements of income for all periods prior to the IPO are the same. Basic net income per share is calculated by dividing net income 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 per share has been calculated in a manner consistent with that of basic net income per share while giving effect to shares of potentially dilutive stock option and RSU grants outstanding during the period, if applicable. Due to the net loss attributable to a.k.a. Brands Holding Corp. for both the three and six months ended June 30, 2022, no potentially dilutive securities had an impact on diluted loss per share for such periods. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Debt Financing In connection with the acquisition of Culture Kings (refer to Note 3 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 for additional information). |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company has evaluated subsequent events occurring through August 10, 2022, the date that these financial statements were originally available to be issued, and determined that no subsequent events occurred that would require disclosure in these financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of ConsolidationAll intercompany transactions and balances have been eliminated in consolidation. |
Basis of Presentation | Basis of PresentationThe Company’s unaudited condensed consolidated interim financial statements have been prepared in accordance with Article 10 of the SEC’s Regulation S-X. As permitted under those rules, certain footnotes or other financial information that are normally required by generally accepted accounting principles in the United States (“GAAP”) can be condensed or omitted. These financial statements have been prepared on the same basis as our annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of our financial information. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2021 which are included in the 2021 Form 10-K. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2022 or for any other interim period or for any other future year. The accompanying condensed consolidated financial statements include the balances of the Company and all of its wholly-owned subsidiaries. |
Use of Estimates | 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. |
Revenue Recognition | Revenue Recognition Revenue is primarily derived from the sale of apparel merchandise through the Company’s online websites and stores 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. |
Segment Information | 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 five 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. |
Recently Adopted Accounting Pronouncements and New Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill and the allocation of consolidated income taxes to separate financial statements of entities not subject to income tax. The Company adopted this ASU on January 1, 2022, and the adoption did not have a material impact on its condensed consolidated financial statements. New Accounting Pronouncements Not Yet Adopted In March, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The pronouncement and amendments help limit the accounting impact from contract modifications, including hedging relationships, due to the transition from the London Inter-Bank Offered Rate (“LIBOR”) to alternative reference rates that are completed by December 31, 2022. The Company is currently evaluating the impact of this update, but does not expect a significant impact to our financial results, financial position or cash flows from the transition from LIBOR to alternative reference interest rates, but will continue to monitor the impact of this transition until it is completed. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Sales Return Reserve | The following table presents a summary of the Company’s sales return reserve: Balance as of December 31, 2020 $ 3,517 Returns (80,915) Allowance 84,285 Balance as of December 31, 2021 6,887 Returns (53,506) Allowance 51,785 Balance as of June 30, 2022 $ 5,166 |
Disaggregation of Revenue | The following table presents the disaggregation of the Company’s net sales by geography, based on customer address: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 U.S. $ 82,277 $ 71,205 $ 159,945 $ 114,035 Australia 56,540 59,317 108,434 78,332 Rest of world 19,654 18,705 38,411 25,639 Total $ 158,471 $ 149,227 $ 306,790 $ 218,006 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 Brand names $ 68,354 $ 6,835 10 years Customer relationships 4,855 1,214 4 years Total $ 73,209 The estimated 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 2,178 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 15,849 Goodwill 29,650 Total purchase price, net of cash acquired of $605 $ 45,499 The cash purchase consideration is subject to working capital adjustments that will be concluded prior to October 14, 2022. The preliminary 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 Estimated Useful Life Brand name $ 11,800 10 years Customer relationships 2,500 3 years Total $ 14,300 |
Schedule of Acquired Finite-Lived Intangible Assets | 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 Brand names $ 68,354 $ 6,835 10 years Customer relationships 4,855 1,214 4 years Total $ 73,209 Fair Value at Acquisition Date Estimated Useful Life Brand name $ 11,800 10 years Customer relationships 2,500 3 years Total $ 14,300 The gross amounts and accumulated amortization of acquired identifiable intangible assets with finite useful lives as of June 30, 2022 and December 31, 2021, included in intangible assets, net in the accompanying condensed consolidated balance sheets, are as follows: June 30, 2022 December 31, 2021 Useful life Weighted Average Amortization Period 2022 2022 Weighted Average Amortization Period 2021 2021 Customer relationships 4 years 2.4 years $ 22,923 2.5 years $ 24,516 Brands 10 years 8.4 years 95,865 8.9 years 100,315 Website design and software system 3 years 2.2 years 1,883 Trademarks 5 years 2.8 years 109 3.3 years 114 Total intangible assets 118,897 126,828 Less accumulated amortization (33,349) (28,541) Total intangible assets, net $ 85,548 $ 98,287 |
Condensed Income Statement | The following amounts are included in the accompanying condensed consolidated statements of income for the three and six months ended June 30, 2022: Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Net sales $ 53,901 $ 102,826 Net loss (2,366) (2,459) |
Business Acquisition, Pro Forma Information | 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: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net sales $ 158,471 $ 149,227 $ 306,790 $ 269,205 Net income (loss) attributable to a.k.a. Brands Holding Corp. (4,212) 4,840 (2,687) 5,576 Net income (loss) per share, basic and diluted $ (0.03) $ 0.06 $ (0.02) $ 0.07 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid, and Other Assets Disclosure | Prepaid expenses and other current assets are comprised of the following: June 30, December 31, Inventory prepayments $ 11,162 $ 14,251 Other 8,930 6,558 Total prepaid expenses and other current assets $ 20,092 $ 20,809 |
Property, and Equipment, Net (T
Property, and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, and Equipment, Net | Property and equipment, net is comprised of the following: June 30, December 31, Furniture and fixtures $ 2,305 $ 1,305 Machinery and equipment 3,318 1,595 Computer equipment and capitalized software 5,353 2,638 Leasehold improvements 13,545 12,457 Total property and equipment 24,521 17,995 Less accumulated depreciation (6,071) (3,338) Total property and equipment, net $ 18,450 $ 14,657 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes goodwill activity: Balance as of December 31, 2021 $ 363,305 Changes in foreign currency translation (16,968) Balance as of June 30, 2022 $ 346,337 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Acquired Finite-Lived Intangible Assets | 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 Brand names $ 68,354 $ 6,835 10 years Customer relationships 4,855 1,214 4 years Total $ 73,209 Fair Value at Acquisition Date Estimated Useful Life Brand name $ 11,800 10 years Customer relationships 2,500 3 years Total $ 14,300 The gross amounts and accumulated amortization of acquired identifiable intangible assets with finite useful lives as of June 30, 2022 and December 31, 2021, included in intangible assets, net in the accompanying condensed consolidated balance sheets, are as follows: June 30, 2022 December 31, 2021 Useful life Weighted Average Amortization Period 2022 2022 Weighted Average Amortization Period 2021 2021 Customer relationships 4 years 2.4 years $ 22,923 2.5 years $ 24,516 Brands 10 years 8.4 years 95,865 8.9 years 100,315 Website design and software system 3 years 2.2 years 1,883 Trademarks 5 years 2.8 years 109 3.3 years 114 Total intangible assets 118,897 126,828 Less accumulated amortization (33,349) (28,541) Total intangible assets, net $ 85,548 $ 98,287 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Future estimated amortization expense for acquired identifiable intangible assets is as follows: Amortization Expense Year ending December 31: Remainder of 2022 $ 6,399 2023 12,234 2024 11,712 2025 9,970 2026 9,582 Thereafter 35,651 Total amortization expense $ 85,548 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | Outstanding debt consisted of the following: June 30, December 31, Term loan $ 107,950 $ 110,750 Revolving credit facility 25,000 — Capitalized debt issuance costs (1,732) (1,968) Total debt 131,218 108,782 Less current portion (5,600) (5,600) Total long-term debt $ 125,618 $ 103,182 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Operating Lease Cost | The Company’s operating lease costs were as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating lease costs $ 2,347 $ 1,794 $ 4,512 $ 2,146 Variable lease costs 170 130 318 177 Short-term lease costs 90 50 219 50 Total lease costs $ 2,607 $ 1,974 $ 5,049 $ 2,373 |
Schedule Of Supplemental Information Related To Operating Leases | Supplemental cash flow information relating to the Company’s operating leases was as follows: Six Months Ended June 30, 2022 2021 Cash paid for operating lease liabilities $ 3,709 $ 2,015 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities 17,758 70 Other information relating to the Company’s operating leases was as follows: June 30, December 31, Weighted-average remaining lease term 7.6 years 6.1 years Weighted-average discount rate 4.3% 3.9% |
Schedule of Operating Lease Maturity | As of June 30, 2022, the maturities of operating lease liabilities were as follows: Remainder of 2022 $ 2,259 2023 9,105 2024 6,273 2025 5,518 2026 4,678 Thereafter 21,211 Total remaining lease payments 49,044 Less: imputed interest 8,291 Total operating lease liabilities 40,753 Less: current portion (6,338) Long-term operating lease liabilities $ 34,415 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: June 30, December 31, Accrued salaries and other benefits $ 6,761 $ 11,746 Accrued freight costs 7,846 9,199 Accrued sales taxes 23,402 20,008 Accrued marketing costs 5,959 2,543 Accrued professional services 1,621 1,698 Other accrued liabilities 10,139 8,181 Total accrued liabilities $ 55,728 $ 53,375 |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, Activity | A summary of the Company's time-based stock option activity under the 2021 Plan was as follows: Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value Balance as of December 31, 2021 273,026 $ 9.50 $ — Granted 107,564 3.79 Vested — — Forfeited/Repurchased — — Balance as of June 30, 2022 380,590 $ 7.89 $ — Vested as of June 30, 2022 — |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The assumptions that the Company used to determine the grant date fair value of stock options granted under the 2021 Plan during the three months ended June 30, 2022 were as follows, presented on a weighted-average basis: Risk free interest rate 2.96 % Expected volatility 65.34 % Expected dividend yield — % Expected term 5.85 years While there were no time-based incentive units granted under the 2018 Plan during the three and six months ended June 30, 2022, the assumptions that the Company used to determine the grant date fair value of time-based incentive units during the three and six months ended June 30, 2021 were as follows, presented on a weighted-average basis: Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Risk free interest rate 0.09 % 0.10 % Expected volatility 45.00 % 45.00 % Expected dividend yield — % — % Expected term 1.39 years 1.41 years |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | A summary of the Company's RSU activity under the 2021 Plan was as follows: Number of Shares Weighted Average Grant Date Fair Value Balance as of December 31, 2021 915,480 $ 10.04 Granted 405,412 4.41 Vested (30,622) 9.19 Forfeited/Repurchased (87,633) 9.99 Balance as of June 30, 2022 1,202,637 $ 8.20 |
Share-Based Payment Arrangement, Outstanding Award, Activity, Excluding Option | The following table summarizes time-based incentive unit activity under the 2018 Plan: 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 $ 3.04 $ 14,162 Granted — — — Vested (1,438,825) 1.22 3.43 Forfeited/Repurchased (100,646) 0.46 1.83 Balance as of June 30, 2022 4,436,342 $ 1.28 $ 2.94 $ 5,565 Vested as of June 30, 2022 4,801,094 |
Schedule of Share-Based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The initial six-month offering period for the ESPP began on June 1, 2022 and will end on November 30, 2022. T he assumptions that the Company used to determine the grant date fair value of the ESPP purchase rights during the three months ended June 30, 2022 were as follows, presented on a weighted-average basis : Risk free interest rate 1.63 % Expected volatility 84.63 % Expected dividend yield — % Expected term 0.50 years |
Summarizes The Company’s Equity-based Compensation Expense | The following table summarizes the Company’s equity-based compensation expense by award type for all Plans: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Stock options $ 91 $ — $ 213 $ — RSUs 540 — 1,183 — Time-based incentive units 863 609 1,466 1,132 Total $ 1,494 $ 609 $ 2,862 $ 1,132 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net income (loss) per share and a reconciliation of the weighted average number of shares outstanding: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net income (loss) attributable to a.k.a. Brands Holding Corp. $ (4,212) $ 2,431 $ (2,687) $ 3,903 Denominator: Weighted-average common shares outstanding, basic and diluted 128,657,271 85,702,097 128,652,580 77,860,431 Net income (loss) per share: Net income (loss) per share, basic and diluted $ (0.03) $ 0.03 $ (0.02) $ 0.05 |
Organization and Description _2
Organization and Description of Business - Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Payment of deferred offering costs | $ 1,142 | $ 0 | |
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued in transaction (in shares) | 10,000,000 | ||
Sale of stock (in dollars per share) | $ 11 | ||
Proceeds from issuance of units | $ 95,700 | ||
Underwriting discounts and commissions | 6,600 | ||
Payment of deferred offering costs | $ 7,700 |
Organization and Description _3
Organization and Description of Business - Reorganization Transactions (Details) $ in Thousands, $ in Millions | 1 Months Ended | |||||
Aug. 19, 2021 AUD ($) | May 21, 2021 shares | Mar. 31, 2021 USD ($) | Sep. 30, 2021 AUD ($) | Mar. 31, 2021 | Aug. 18, 2021 | |
Culture Kings | ||||||
Business Acquisition [Line Items] | ||||||
Equity interest number of shares issued (in shares) | shares | 21,809,804 | |||||
Percent of ownership acquired | 55% | 55% | ||||
Total consideration | $ 369,770 | |||||
P&P Holdings, LP | ||||||
Business Acquisition [Line Items] | ||||||
Percent of ownership acquired | 6% | 27.30% | ||||
Total consideration | $ 5 | $ 22.8 | ||||
Culture Kings | ||||||
Business Acquisition [Line Items] | ||||||
Ownership by parent, percent | 55% | 55% | ||||
Equity interest owned percentage | 45% | 45% | ||||
Culture Kings Business | Culture Kings | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percent | 100% | |||||
P&P Holdings, LP | ||||||
Business Acquisition [Line Items] | ||||||
Ownership by parent, percent | 66.70% | |||||
Equity interest owned percentage | 33.30% |
Organization and Description _4
Organization and Description of Business - Refinancing (Details) - Subsidiary - Affiliated Entity - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 |
Senior Subordinated Notes | ||
Debt Instrument [Line Items] | ||
Face amount | $ 25,000,000 | |
Senior Secured Term Loan Facility | Term loan | ||
Debt Instrument [Line Items] | ||
Face amount | $ 100,000,000 | 125,000,000 |
Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 50,000,000 | $ 25,000,000 |
Organization and Description _5
Organization and Description of Business - Historical Units (Details) | 1 Months Ended |
Sep. 30, 2021 | |
Directors And Members | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Reverse split factor | 61.25% |
Significant Accounting Polici_4
Significant Accounting Policies - Revenue Recognition - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||
Sales returns reserve | $ 5,166,000 | $ 5,166,000 | $ 6,887,000 | $ 3,517,000 | ||
Breakage Of Online Credit And Gift Cards | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue recognized | $ 0 | $ 0 | $ 100,000 | $ 0 | ||
Minimum | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Refund period | 30 days | |||||
Maximum | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Refund period | 45 days |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule Of Sales Return Reserve (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Sales Return Reserve | ||
Balance beginning period | $ 6,887 | $ 3,517 |
Returns | (53,506) | (80,915) |
Allowance | 51,785 | 84,285 |
Balance ending period | $ 5,166 | $ 6,887 |
Significant Accounting Polici_6
Significant Accounting Policies - Revenue Disaggregation Schedule (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 158,471 | $ 149,227 | $ 306,790 | $ 218,006 |
U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 82,277 | 71,205 | 159,945 | 114,035 |
Australia | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 56,540 | 59,317 | 108,434 | 78,332 |
Rest of world | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 19,654 | $ 18,705 | $ 38,411 | $ 25,639 |
Significant Accounting Polici_7
Significant Accounting Policies - Segment Information (Details) | 6 Months Ended |
Jun. 30, 2022 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 5 |
Number of reportable segments | 1 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Oct. 14, 2021 USD ($) shares | Aug. 19, 2021 AUD ($) | May 21, 2021 USD ($) shares | Mar. 31, 2021 USD ($) | Mar. 31, 2021 AUD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2021 AUD ($) | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Aug. 18, 2021 | Mar. 31, 2021 AUD ($) | |
Business Acquisition [Line Items] | |||||||||||||
Goodwill | $ 346,337,000 | $ 346,337,000 | $ 363,305,000 | ||||||||||
Acquisition of businesses, net of cash acquired | $ 0 | $ 225,744,000 | |||||||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Culture Kings | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Equity interest owned percentage | 45% | 45% | |||||||||||
Ownership by parent, percent | 55% | 55% | |||||||||||
P&P Holdings, LP | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Equity interest owned percentage | 33.30% | ||||||||||||
Ownership by parent, percent | 66.70% | ||||||||||||
Culture Kings | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percent of ownership acquired | 55% | 55% | |||||||||||
Upfront cash consideration | $ 235,900,000 | $ 307.4 | |||||||||||
Fair value of noncontrolling interest | 142,717,000 | $ 186 | |||||||||||
Acquisition costs | 3,300,000 | ||||||||||||
Goodwill | 264,549,000 | ||||||||||||
Goodwill deductible for tax purposes | $ 0 | ||||||||||||
Price multiple EBITDA | 6 | 6 | |||||||||||
Total consideration | $ 369,770,000 | ||||||||||||
Acquisition of businesses, net of cash acquired | 227,053,000 | ||||||||||||
Cash acquired from acquisition | $ 8,831,000 | ||||||||||||
Equity interest number of shares issued (in shares) | shares | 21,809,804 | ||||||||||||
Net sales | $ 53,901,000 | $ 102,826,000 | |||||||||||
Purchase of Culture Kings noncontrolling interest | $ 132,300,000 | ||||||||||||
Third Estate LLC (mnml) | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition costs | $ 1,300,000 | ||||||||||||
Goodwill | $ 29,650,000 | ||||||||||||
Goodwill deductible for tax purposes | 0 | ||||||||||||
Total consideration | 46,100,000 | ||||||||||||
Acquisition of businesses, net of cash acquired | 28,200,000 | ||||||||||||
Cash acquired from acquisition | 605,000 | ||||||||||||
Equity interests issued and issuable | $ 17,300,000 | ||||||||||||
Equity interest number of shares issued (in shares) | shares | 2,057,695 | ||||||||||||
Net sales | 9,400,000 | 20,000,000 | |||||||||||
Net loss | $ 1,000,000 | $ 200,000 | |||||||||||
P&P Holdings, LP | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percent of ownership acquired | 6% | 27.30% | 27.30% | ||||||||||
Total consideration | $ 5 | $ 22.8 | |||||||||||
P&P Holdings, LP | Noncontrolling Interest | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase of noncontrolling interest | $ 9,600,000 | ||||||||||||
P&P Holdings, LP | Additional Paid-In Capital | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase of noncontrolling interest | $ 10,600,000 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) $ in Thousands, $ in Millions | 6 Months Ended | |||||
Oct. 14, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2021 AUD ($) | |
Purchase consideration: | ||||||
Total purchase price, net of cash acquired of $8,831 | $ 0 | $ 225,744 | ||||
Identifiable net assets acquired: | ||||||
Goodwill | $ 346,337 | $ 363,305 | ||||
Culture Kings | ||||||
Purchase consideration: | ||||||
Total purchase price, net of cash acquired of $8,831 | $ 227,053 | |||||
Cash acquired from acquisition | 8,831 | |||||
Fair value of noncontrolling interest | 142,717 | $ 186 | ||||
Total consideration | 369,770 | |||||
Identifiable net assets acquired: | ||||||
Account receivable, net | 625 | |||||
Inventory | 62,937 | |||||
Prepaid expenses and other current assets | 4,800 | |||||
Property and equipment, net | 8,048 | |||||
Intangible assets, net | 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 | |||||
Inventory adjustment | $ 15,100 | |||||
Third Estate LLC (mnml) | ||||||
Purchase consideration: | ||||||
Total purchase price, net of cash acquired of $8,831 | $ 28,200 | |||||
Cash acquired from acquisition | 605 | |||||
Total consideration | 46,100 | |||||
Identifiable net assets acquired: | ||||||
Account receivable, net | 68 | |||||
Inventory | 7,321 | |||||
Prepaid expenses and other current assets | 2,178 | |||||
Other assets | 15 | |||||
Intangible assets, net | 14,300 | |||||
Accounts payable | (504) | |||||
Deferred revenue | (164) | |||||
Accrued liabilities | (1,794) | |||||
Assumed loan | (1,312) | |||||
Sales and use tax liability | (1,100) | |||||
Deferred income taxes, net | (3,159) | |||||
Net assets acquired | 15,849 | |||||
Goodwill | 29,650 | |||||
Total purchase price, net of cash acquired | 45,499 | |||||
Inventory adjustment | $ 1,900 |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Assets Acquired (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Oct. 14, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Annual Amortization Expense | $ 4,000 | $ 3,800 | $ 8,079 | $ 6,231 | ||
Culture Kings | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Fair Value at Acquisition Date | $ 73,209 | |||||
Culture Kings | Brands | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Fair Value at Acquisition Date | 68,354 | |||||
Annual Amortization Expense | $ 6,835 | |||||
Estimated Useful Life | 10 years | |||||
Culture Kings | Customer relationships | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Fair Value at Acquisition Date | $ 4,855 | |||||
Annual Amortization Expense | $ 1,214 | |||||
Estimated Useful Life | 4 years | |||||
Third Estate LLC (mnml) | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Fair Value at Acquisition Date | $ 14,300 | |||||
Third Estate LLC (mnml) | Brands | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Fair Value at Acquisition Date | $ 11,800 | |||||
Estimated Useful Life | 10 years | |||||
Third Estate LLC (mnml) | Customer relationships | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Fair Value at Acquisition Date | $ 2,500 | |||||
Estimated Useful Life | 3 years |
Acquisitions - Accompanying Con
Acquisitions - Accompanying Condensed Consolidated Statement Of Income (Details) - Culture Kings - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||
Net sales | $ 53,901 | $ 102,826 |
Net loss | $ (2,366) | $ (2,459) |
Acquisitions - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Details) - Culture Kings - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Net sales | $ 158,471 | $ 149,227 | $ 306,790 | $ 269,205 |
Net income (loss) attributable to a.k.a. Brands Holding Corp. | $ (4,212) | $ 4,840 | $ (2,687) | $ 5,576 |
Net income (loss) per share, basic (in dollars per share) | $ (0.03) | $ 0.06 | $ (0.02) | $ 0.07 |
Net income (loss) per share, diluted (in dollars per share) | $ (0.03) | $ 0.06 | $ (0.02) | $ 0.07 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Inventory prepayments | $ 11,162 | $ 14,251 |
Other | 8,930 | 6,558 |
Prepaid expenses and other current assets | $ 20,092 | $ 20,809 |
Property, and Equipment, Net (D
Property, and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 24,521 | $ 24,521 | $ 17,995 | ||
Less accumulated depreciation | (6,071) | (6,071) | (3,338) | ||
Property and equipment, net | 18,450 | 18,450 | 14,657 | ||
Depreciation and amortization expense | 1,500 | $ 700 | 2,700 | $ 900 | |
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 2,305 | 2,305 | 1,305 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 3,318 | 3,318 | 1,595 | ||
Computer equipment and capitalized software | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 5,353 | 5,353 | 2,638 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 13,545 | $ 13,545 | $ 12,457 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 346,337,000 | $ 363,305,000 |
Goodwill impairment | 0 | 0 |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 363,305,000 | |
Changes in foreign currency translation | (16,968,000) | |
Goodwill, ending balance | $ 346,337,000 | $ 363,305,000 |
Intangible Assets - Acquired In
Intangible Assets - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 118,897 | $ 126,828 |
Less accumulated amortization | (33,349) | (28,541) |
Total intangible assets, net | $ 85,548 | $ 98,287 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 4 years | |
Weighted Average Amortization Period | 2 years 4 months 24 days | 2 years 6 months |
Total intangible assets | $ 22,923 | $ 24,516 |
Brands | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 10 years | |
Weighted Average Amortization Period | 8 years 4 months 24 days | 8 years 10 months 24 days |
Total intangible assets | $ 95,865 | $ 100,315 |
Website design and software system | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 3 years | |
Weighted Average Amortization Period | 2 years 2 months 12 days | |
Total intangible assets | $ 1,883 | |
Trademarks | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 5 years | |
Weighted Average Amortization Period | 2 years 9 months 18 days | 3 years 3 months 18 days |
Total intangible assets | $ 109 | $ 114 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 4,000 | $ 3,800 | $ 8,079 | $ 6,231 |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 6,399 | |
2023 | 12,234 | |
2024 | 11,712 | |
2025 | 9,970 | |
2026 | 9,582 | |
Thereafter | 35,651 | |
Total intangible assets, net | $ 85,548 | $ 98,287 |
Debt - Princess Polly Operating
Debt - Princess Polly Operating Line of Credit (Details) - Princess Polly - Affiliated Entity - USD ($) | Jun. 30, 2022 | Dec. 31, 2020 |
Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 15,400,000 | |
Amount outstanding | $ 6,200,000 | |
Letter of Credit | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Amount outstanding | $ 800,000 |
Debt - Rebdolls Revolving Line
Debt - Rebdolls Revolving Line of Credit (Details) - Revolving Credit Facility - Bank Of America, N.A - Rebdoll - Line of Credit - Affiliated Entity - USD ($) | Jun. 30, 2022 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 500,000 | |
Amount outstanding | $ 200,000 |
Debt - Debt Financing For The C
Debt - Debt Financing For The Culture Kings Acquisition (Details) - USD ($) | 6 Months Ended | |||
Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | ||||
Proceeds from issuance of debt, net of issuance costs | $ 144,103,000 | |||
Outstanding amount | $ 131,218,000 | $ 108,782,000 | ||
Affiliated Entity | Polly Holdco Pty Lrd. (Polly) | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding amount | $ 144,100,000 | |||
Loan fees | 5,900,000 | |||
Debt issuance costs | 6,900,000 | |||
Term loan | Affiliated Entity | Polly Holdco Pty Lrd. (Polly) | ||||
Line of Credit Facility [Line Items] | ||||
Face amount | 125,000,000 | |||
Term loan | Affiliated Entity | Polly Holdco Pty Lrd. (Polly) | Term Loan And Senior Subordinated notes | ||||
Line of Credit Facility [Line Items] | ||||
Debt issuance costs | 5,900,000 | |||
Line of Credit | Affiliated Entity | Polly Holdco Pty Lrd. (Polly) | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 25,000,000 | |||
Debt issuance costs, line of credit | $ 1,000,000 | |||
Debt issuance cost, amortization period | 6 years | |||
Senior Subordinated Notes | Affiliated Entity | Polly Holdco Pty Lrd. (Polly) | ||||
Line of Credit Facility [Line Items] | ||||
Proceeds from issuance of debt, net of issuance costs | $ 25,000,000 |
Debt - New Senior Secured Credi
Debt - New Senior Secured Credit Facility (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||
Sep. 24, 2021 | Mar. 31, 2022 | Jan. 31, 2022 | Nov. 30, 2021 | Oct. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||||
Proceeds from line of credit, net of issuance costs | $ 25,000,000 | $ 12,045,000 | ||||||
Debt issuance costs, net | $ 1,732,000 | $ 1,968,000 | ||||||
New Senior Secured Credit Facility | Affiliated Entity | ||||||||
Debt Instrument [Line Items] | ||||||||
Net leverage ratio (greater than) | 3.50 | |||||||
Fixed charge coverage ratio, maximum | 1.25 | |||||||
Debt issuance costs | $ 2,700,000 | |||||||
New Senior Secured Credit Facility | Affiliated Entity | Leverage Ratio Exceeds 2.75 | ||||||||
Debt Instrument [Line Items] | ||||||||
Net leverage ratio (greater than) | 2.75 | |||||||
Percent of excess cash flow | 50% | |||||||
New Senior Secured Credit Facility | Affiliated Entity | Leverage Ratio Greater Than Or Equal 2.25 | ||||||||
Debt Instrument [Line Items] | ||||||||
Net leverage ratio (greater than) | 2.25 | |||||||
Percent of excess cash flow | 25% | |||||||
New Senior Secured Credit Facility | Term loan | Affiliated Entity | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 100,000,000 | |||||||
Additional borrowing capacity (up to) | $ 50,000,000 | |||||||
Debt instrument, term | 5 years | |||||||
Amortized annual payments percentage, year one | 5% | |||||||
Amortized annual payments percentage, year two | 5% | |||||||
Amortized annual payments percentage, year three | 7.50% | |||||||
Amortized annual payments percentage, year four | 7.50% | |||||||
Amortized annual payments percentage, year five | 10% | |||||||
Net leverage ratio (greater than) | 2.75 | |||||||
Basis spread on variable rate | 3.25% | |||||||
Debt issuance costs | $ 1,800,000 | |||||||
New Senior Secured Credit Facility | Line of Credit | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from line of credit, net of issuance costs | $ 10,000,000 | $ 15,000,000 | $ 12,000,000 | $ 15,000,000 | ||||
Interest rate for borrowings | 3.60% | 3.52% | 3.37% | 4.75% | ||||
Debt issuance costs, net | $ 300,000 | |||||||
New Senior Secured Credit Facility | Line of Credit | Affiliated Entity | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance cost, amortization period | 5 years | |||||||
New Senior Secured Credit Facility | Line of Credit | Affiliated Entity | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||
Debt instrument, term | 5 years | |||||||
Net leverage ratio (greater than) | 2.75 | |||||||
Debt issuance costs, line of credit | $ 900,000 | |||||||
New Senior Secured Credit Facility | Line of Credit | Affiliated Entity | Revolving Credit Facility | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused amounts fee under the revolver, percent | 0.25% | |||||||
New Senior Secured Credit Facility | Line of Credit | Affiliated Entity | Revolving Credit Facility | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused amounts fee under the revolver, percent | 0.35% | |||||||
New Senior Secured Credit Facility | Line of Credit | Affiliated Entity | Revolving Credit Facility | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.25% |
Debt - Total Debt and Interest
Debt - Total Debt and Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Capitalized debt issuance costs | $ (1,732) | $ (1,732) | $ (1,968) | ||
Total debt | 131,218 | 131,218 | 108,782 | ||
Less current portion | (5,600) | (5,600) | (5,600) | ||
Long-term debt | 125,618 | 125,618 | 103,182 | ||
Interest expense | 1,400 | $ 4,100 | 2,700 | $ 4,200 | |
Term loan | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | 107,950 | 107,950 | 110,750 | ||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 25,000 | $ 25,000 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) | Jan. 31, 2022 USD ($) squareFeet | |
Lessee, Lease, Description [Line Items] | ||
Area of leased space | squareFeet | 13,425 | |
Lease first year annual cash payment | $ | $ 9,105 | $ 1,700 |
Annual cash payments increased rate | 3% | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 1 year | |
Extension options | 6 months | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 10 years | |
Extension options | 3 years |
Leases - Operating Lease Costs
Leases - Operating Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease costs | $ 2,347 | $ 1,794 | $ 4,512 | $ 2,146 |
Variable lease costs | 170 | 130 | 318 | 177 |
Short-term lease costs | 90 | 50 | 219 | 50 |
Total lease costs | $ 2,607 | $ 1,974 | $ 5,049 | $ 2,373 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||
Cash paid for operating lease liabilities | $ 3,709 | $ 2,015 |
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | $ 17,758 | $ 70 |
Leases - Other Information Rela
Leases - Other Information Relating To The Company’s Operating Leases (Details) | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term | 7 years 7 months 6 days | 6 years 1 month 6 days |
Weighted-average discount rate | 4.30% | 3.90% |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
Remainder of 2022 | $ 2,259 | ||
2023 | 9,105 | $ 1,700 | |
2024 | 6,273 | ||
2025 | 5,518 | ||
2026 | 4,678 | ||
Thereafter | 21,211 | ||
Total remaining lease payments | 49,044 | ||
Less: imputed interest | 8,291 | ||
Total operating lease liabilities | 40,753 | ||
Less: current portion | (6,338) | $ (5,721) | |
Operating lease liabilities | $ 34,415 | $ 21,370 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ 955 | $ (939) | $ 302 | $ (1,706) |
Effective income tax rate | 18.50% | 10.10% |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued salaries and other benefits | $ 6,761 | $ 11,746 |
Accrued freight costs | 7,846 | 9,199 |
Accrued sales taxes | 23,402 | 20,008 |
Accrued marketing costs | 5,959 | 2,543 |
Accrued professional services | 1,621 | 1,698 |
Other accrued liabilities | 10,139 | 8,181 |
Accrued liabilities | $ 55,728 | $ 53,375 |
Equity-based Compensation - Nar
Equity-based Compensation - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 shares | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 | Jun. 30, 2022 USD ($) shares | Dec. 31, 2018 shares | |
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total unrecognized compensation cost | $ | $ 8.6 | $ 8.6 | |||
Weighted average period (in years) | 2 years 10 months 24 days | ||||
Vesting period | 4 years | 3 years | |||
Granted (in shares) | 405,412 | ||||
Time-based incentive units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ | $ 5.4 | $ 5.4 | |||
Weighted average period (in years) | 2 years 2 months 12 days | ||||
Vesting period | 4 years | ||||
Granted (in shares) | 0 | ||||
Performance-Based Incentive Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Return multiple | 3 | 3 | |||
2021 Omnibus Incentive Plan | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares reserved for issuance (in shares) | 4,900,269 | ||||
Annual increase of shares authorized for issuance (percent) | 1% | ||||
Unrecognized compensation cost | $ | $ 1.3 | $ 1.3 | |||
Weighted average period (in years) | 3 years 1 month 6 days | ||||
2021 Employee Stock Purchase Plan | Employee Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares reserved for issuance (in shares) | 1,225,067 | ||||
Annual increase of shares authorized for issuance (percent) | 1% | ||||
Percentage on share price issued | 85% | ||||
2018 Stock and Incentive Compensation Plan | Incentive Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares reserved for issuance (in shares) | 16,475,735 | ||||
2018 Stock and Incentive Compensation Plan | Time-based incentive units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 0 | 0 |
Equity-based Compensation - Sto
Equity-based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Number of Options | ||
Beginning balance (in shares) | 380,590 | 273,026 |
Granted (in shares) | 107,564 | |
Vested (in shares) | 0 | |
Forfeited/Repurchased (in shares) | 0 | |
Ending balance (in shares) | 380,590 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 9.50 | |
Granted (in dollars per share) | 3.79 | |
Vested (in dollars per share) | $ 0 | |
Forfeited/Repurchased (in dollars per share) | 0 | |
Ending balance (in dollars per share) | $ 7.89 | |
Aggregate Intrinsic Value | $ 0 | $ 0 |
Equity-based Compensation - Res
Equity-based Compensation - Restricted Stock Units (Details) - RSUs | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | shares | 915,480 |
Granted (in shares) | shares | 405,412 |
Vested (in shares) | shares | (30,622) |
Forfeited/Repurchased (in shares) | shares | (87,633) |
Ending balance (in shares) | shares | 1,202,637 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 10.04 |
Granted (in dollars per share) | $ / shares | 4.41 |
Vested (in dollars per share) | $ / shares | 9.19 |
Forfeited/Repurchased (in dollars per share) | $ / shares | 9.99 |
Ending balance (in dollars per share) | $ / shares | $ 8.20 |
Equity-based Compensation - Inc
Equity-based Compensation - Incentive Units (Details) - Time-based incentive units $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | |
Number of Units | ||
Beginning balance (in shares) | shares | 5,975,813 | |
Granted (in shares) | shares | 0 | |
Vested (in shares) | shares | (1,438,825) | |
Forfeited/Repurchased (in shares) | shares | (100,646) | |
Ending balance (in shares) | shares | 4,436,342 | |
Vested (in shares) | shares | 4,801,094 | |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 1.16 | |
Granted (in dollars per share) | 0 | |
Vested (in dollars per share) | 1.22 | |
Forfeited/Repurchased (in dollars per share) | 0.46 | |
Ending balance (in dollars per share) | 1.28 | |
Weighted Average Participation Threshold | ||
Beginning of the period (in dollars per share) | 3.04 | |
Granted (in dollars per share) | 0 | |
Vested (in dollars per share) | 3.43 | |
Forfeited/Repurchased (in dollars per share) | 1.83 | |
End of the period (in dollars per share) | $ 2.94 | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value | $ | $ 5,565 | $ 14,162 |
Equity-based Compensation - Ass
Equity-based Compensation - Assumptions (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free interest rate | 2.96% | ||
Expected volatility | 65.34% | ||
Expected dividend yield | 0% | ||
Expected term | 5 years 10 months 6 days | ||
Time-based incentive units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free interest rate | 0.09% | 0.10% | |
Expected volatility | 45% | 45% | |
Expected dividend yield | 0% | 0% | |
Expected term | 1 year 4 months 20 days | 1 year 4 months 28 days | |
Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free interest rate | 1.63% | ||
Expected volatility | 84.63% | ||
Expected dividend yield | 0% | ||
Expected term | 6 months |
Equity-based Compensation - Equ
Equity-based Compensation - Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 1,494 | $ 609 | $ 2,862 | $ 1,132 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 91 | 0 | 213 | 0 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 540 | 0 | 1,183 | 0 |
Time-based incentive units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 863 | $ 609 | $ 1,466 | $ 1,132 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | Jun. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Sep. 30, 2021 vote $ / shares shares |
Equity [Abstract] | |||
Preferred stock, shares authorized (in shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 |
Preferred stock par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | shares | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, number of votes per share | vote | 1 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Net income (loss) attributable to a.k.a. Brands Holding Corp. | $ (4,212) | $ 2,431 | $ (2,687) | $ 3,903 |
Denominator: | ||||
Weighted-average common shares outstanding, basic (in shares) | 128,657,271 | 85,702,097 | 128,652,580 | 77,860,431 |
Weighted-average common shares outstanding, diluted (in shares) | 128,657,271 | 85,702,097 | 128,652,580 | 77,860,431 |
Net income (loss) per share: | ||||
Net income per share, basic (in dollars per share) | $ (0.03) | $ 0.03 | $ (0.02) | $ 0.05 |
Net income per share, diluted (in dollars per share) | $ (0.03) | $ 0.03 | $ (0.02) | $ 0.05 |
Related Party Transactions (Det
Related Party Transactions (Details) | Mar. 31, 2021 USD ($) |
Subsidiary | Senior Subordinated Notes | Princess Polly | |
Related Party Transaction [Line Items] | |
Face amount | $ 25,000,000 |