Greetings. And welcome to the a.k.a. Brands Holding Corp. Third Quarter 2022 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Ms. Emily Schwartz. Thank you. Please go ahead.

Good afternoon. Thank you for joining a.k.a. Brands third quarter 2022 conference call to discuss the results release this afternoon, which can be found on our website at ir.aka-brands.com. With me on the call today are Jill Ramsey, Chief Executive Officer; and Ciaran Long, Chief Financial Officer. Before we get started, I'd like to remind you of the company's safe harbor language. Management may make forward-looking statements, which refer to expectations, projections and other characterizations of future events, including guidance and underlying assumptions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed. For a further discussion of risks related to our business, please see our filings with the SEC. Please note, we assume no obligation to update any such forward-looking statements. This call will contain non-GAAP financial measures such as adjusted EBITDA and adjusted EBITDA margin. Reconciliations of these non-GAAP measures to the most comparable GAAP measures are included in the earnings release furnished to the SEC and available on our website. With that, I'll turn the call over to Jill.

Thank you, Emily, and thanks, everyone, for joining our call this afternoon. I'd like to start by congratulating the Culture Kings' team on the grand opening of their first U.S. store this past weekend and appreciating all of our teams for their ongoing hard work, agility and grit in what continues to be a dynamic and challenging macroenvironment. As we discussed last quarter, during this time of less predictable demand, we are focused on improving profitability while building great brands for the long term. Demand remains impacted by inflationary pressures on consumers, shifts in customer spending and a competitive marketing landscape. Despite these headwinds, I'm pleased that the U.S. region, our largest, had solid net sales growth of 8% in the quarter on top of very strong 84% growth last year. However, net sales overall decreased 4% to $156 million or were flat when adjusted for foreign exchange impact. Australia declined 9% or negative 2% in constant currency. Like the U.S., Australia is experiencing macro effects from consumer inflationary pressure and shift back to stores post-pandemic. Additionally, we were impacted by significant FX headwinds, which Ciaran will discuss further when he takes you through our financials and revised outlook. Thanks to the agility and swift work of our teams, we increased our gross margin rate 50 bps and improved EBITDA margin 220 bps on a sequential basis while continuing to make progress on our inventory position. We took a number of actions during the quarter, marketing spend reallocations, inventory optimization and team and resource rightsizing. We anticipate another challenging quarter, and we'll be prudent about identifying efficiencies in our operation and managing inventory while balancing our long-term focus on growth. A.k.a. Brands is the next generation of fashion, and our flexible, asset-light model enables us to adapt quickly during dynamic…

Thank you, Jill, and good afternoon, everyone. We are pleased to report third quarter net sales above our expectations, along with improving profitability metrics and quarter end inventories, despite a dramatic macro backdrop and evolving consumer environment. For the third quarter, net sales declined 4% to $156 million compared to $162 million last year. On a constant currency basis, net sales were flat. We continue to see solid active customer growth. On a trailing 12-month basis, the number of active customers in the third quarter increased 23% to 3.8 million. Total third quarter orders were flat to last year at $1.8 million, and the average order value of $85 was also flat to last year on a constant currency basis and down 4% on a reported basis. We are encouraged by the stability of our average order value as it is a reliable indicator of the desirability of our brands and products. Now I'll provide a few highlights from our three regions. In the U.S., third quarter net sales increased to $82 million, up 8% from the third quarter last year, primarily driven by the addition of Mnml as well as Petal & Pup's growth, which continued to be our fastest growing brand in the U.S. Australia net sales decreased 9% to $58 million and were down 2% on a constant currency basis. Australia sales were impacted by the macroeconomic environment, including inflationary pressures as well as consumers returning to stores post-pandemic. Notably, in the third quarter, Culture Kings' stores were the fastest growing area of the business in Australia. Turning to the rest of world. Net sales of $16 million decreased 27% from the third quarter in the prior year. Given the significant appreciation of the U.S. dollar, we made a strategic decision to shift marketing dollars from the…

Thank you. The floor is now open for questions. [Operator Instructions] The first question today is coming from Lorraine Hutchinson of Bank of America. Please go ahead.

Thank you. Good afternoon. I'm just curious if you're seeing any differences in customer behavior in the U.S. versus Australia? And more specifically maybe, how have customers reacted to the surgical price increases that you've added?

Yeah. Hi, Lorraine. Look, we're seeing the demand pressure across our brands and across regions. So the benefit of having a portfolio is you're really able to measure that and understand the macroeconomic impact. And we're certainly seeing that pressure. And I guess, one distinction is, over in Australia where we do have stores, we have seen that customer shift back into the stores as we've reopened the Culture Kings stores really gotten back into events and in-store activations. Seeing nice growth there. Of course, they are lapping some closures from last year. Our focus really is the U.S. market, where we have a lot of continued growth and runway ahead. Just very early days and excited about what's ahead, especially for Culture Kings with that store opening. On the price increases, we had made some price increases earlier back in Q3 and monitored that very closely. Did not see impact. We're able to get a nice 60 bps increase in gross margins sequentially quarter-over-quarter. We do not plan any additional price increases at this time, although we of course constantly are always able to optimize our pricing, given our high mix of exclusive and first-party brands and just very focused on profitability and controlling what we can control.

Thank you.

Thank you. The next question is coming from Oliver Chen of Cowen. Please go ahead.

Hi, Jill. Hi, Ciaran. Regarding the promotional activity and the gross margin, what are you forecasting ahead for that? And what are you seeing in the environment there? And it sounded like your inventories are under good control and have good freshness. And a second follow up. Customer acquisition costs or different comments on the call regarding the marketing costs and the efficiencies you're seeing. So going forward, has that stabilized? Do you expect it to continue to be dynamic as it's been a consideration for a lot of companies? Thanks.

Yeah. Thanks, Oliver. I'll comment on the promotions and gross margin ahead and let Ciaran jump in. And then we'll come back around to the CACs. First, we of course are anticipating a highly promotional environment for Q4. Of course, we're already starting to see that. It has pulled forward certainly this year versus last year, very different environment, very different inventory position for the whole market. We have certainly factored that into our outlook. And our brands are in quite a good inventory position. From a composition and quality of our inventory, we feel good going into Q4 and have a very flexible agile model where we can really adjust and pivot as needed in the quarter. Ciaran, anything to add on just how we forecasted that into the model?

Yeah. I think we assume Q4 will be a little bit lower than we experienced in Q3, just with the level of promotions. I think as we think about gross margin, we are seeing improvements or reductions in the cost of airfreight and bringing in product. I think that will kind of allow us to counteract any kind of increased promotional activity we've seen on top of that. So kind of feeling good about the gross margins that we've modeled in for Q4. As it relates to inventory, we're really happy with the composition and the quality of the inventory that we have. As we mentioned, we're flat on dollars in Q3 versus Q4 -- sorry, versus Q2. Down in units I think within our women's brands, we are down in dollars. So it really kind of shows the strength of that test-and-repeat model. I think on the men's brands, we still have some work to do. Just they have more third-party vendors and kind of not able to adjust as quickly there. I think we'll see more of that in Q4 and as we go into next year. But overall, just very happy with the quality of the inventory.

And on your question about the CACs, we have seen CACs stabilize as we have lapped the impact of iOS. I will say there is a lot happening in the marketing landscape. There's a lot of major changes. The biggest one, of course, being the shift from imagery to video, which is driving that downstream platform impact change as customers migrate away from Instagram and over to TikTok. Our brands have been out on TikTok for some time now, really testing and learning and tuning our efficiency there. Now we are seeing that as one of our highest returning channels for us and able to shift some of our spend there. As well, we do shift into in-house and focus on SMS, which is also incredibly efficient for us. For all these reasons, we have a very diversified marketing mix and ability to shift and adjust and very committed to our efficient 10% marketing spend and plan to hold, and that is factored into the outlook.

Thank you. Happy holidays. Best regards.

Thanks, Oliver.

Thank you. The next question is coming from Edward Yruma of Piper Sandler. Please go ahead.

Hey, thanks so much, for taking the question. I guess, first, could you just maybe refine a little bit -- so the guidance change for the fourth quarter, how much of it was strictly due to the FX versus how much is either trends you're seeing on conservatism? And if you give us a little bit of insight back to the third quarter? Kind of what did the trajectory performance look like in the quarter? And if you can make any comments on the exit velocity, that would be great. Thank you.

Sure. Yeah, as it relates to FX, Ed, I would say all of it in there is really related to the change of $10 million really is all related to FX. When we gave Q2 guidance, we were modeling kind of U.S. to Australia dollar rate at about the 0.7, and we kind of saw it all through October at about 0.63. It's obviously kind of -- it is moving every day at the moment, but we've kind of modeled that 0.63 through the rest of the year. And then just as it relates to the trajectory in Q3, I would say it's kind of -- it was kind of stronger going through July and August. As we went through September, it's certainly kind of late in the month, late in the quarter started to soften. Obviously, we did see some FX impact, particularly high in that period as well, and that does impact our international customers. As we've modeled out Q4, we're kind of taking that run rate that we've seen out of Q3 into Q4, and that's kind of what we're using to project those for the rest of the year.

Thank you.

Just doesn't know that the operation machine is broken. So if we could just be patient for a minute or two, and we'll work through it.

Thank you for your patience. My apologies for that. Our next question is coming from Noah Zatzkin of KeyBanc Capital Markets. Please go ahead.

Hi. Thanks for taking my questions. Just on the Culture Kings opening, if you could provide any color on just how you're thinking about the store opportunity there in the U.S. over time and just any color on the economics of the four-walls that would be really helpful. Thank you.

Yeah. Noah, thanks for your question, and thanks for coming out to see the grand opening. We are incredibly excited about the store and just a huge congratulations and appreciation out to the founder, Simon and Tahnee. They have an incredible vision for these stores. Really like nothing else out there. Feel very pleased with the early -- very, very early days, it just opened last weekend, but pleased with the out of the gates. I feel that we've really nailed the location, the format, the merch mix and the marketing and content. We will continue to look at other markets and opportunities. We'll take a real test-and-learn approach, not necessarily -- the stores are not all going to be that big. That is certainly a large flagship model, and Vegas is an incredible tourist location where you get just a ton of foot traffic, and we nailed that. Traffic is really back in Vegas. As we look to roll out to a broader market, we will look for other high tourist markets. It's a great way to scale your brand fast. You can reach a lot of unique customers that are changing quickly. So just really excited about the potential here. And we're just getting started, and it has incredible awareness element to grow and scale this brand in the U.S. I'll let Ciaran jump in and comment on the four-wall economics.

Yeah. Hey, Noah, we're certainly expecting the store to be four-wall profitable. Obviously, it will take a little bit of time to ramp up. And for us, kind of expecting payback on a -- I would say, kind of between four and five years on just that four-wall basis, not counting obviously kind of the broad benefit we'll get from the store. The store is about 13,000 -- 13,500 square foot of retail space, rent is about $1.9 million on a GAAP basis. You can kind of -- I would say, AOV is a little bit higher usually than you see online. And we feel the economics will be very strong from an EBITDA perspective as well once the store kind of gets over that initial ramp.

Thank you.

Thank you. The next question is coming from Dana Telsey of Telsey Advisory Group. Please go ahead.

Good afternoon, everyone. As you think about the regions, the U.S. and Australia, obviously, a moderation in the U.S., but it seemed like the deceleration in Australia improved a little bit. What are you seeing? And how does it differ by brand? And how do you -- how are you planning North America, the U.S. go forward? Thank you.

Yeah. I will say, in general, we have seen a bit of that demand pressure across brands and across regions. And in Australia, though, we uniquely have stores over in Australia and really saw that customer shifting back into stores as we started back to events and in-store activation. So that really helped improve on the Culture Kings' part of the business certainly helped to offset some of the online demand pressure. And really, we are focused on the U.S. We're most excited about the potential for these brands to keep scaling and growing in the U.S. market. Culture Kings is just getting started, and it's a perfect time to be opening the store and leaning in and really excited about what we're seeing ahead here.

And then just as the marketing spend, and Jill, you mentioned the reallocation of marketing. What are you doing on the marketing side and the reallocation? And what is the spend -- how does this -- what do you see is the spend as a result of that?

Yeah. Well, between Q2 and Q3, we did make some adjustments in our marketing mix and reallocated into higher returning marketing channels, shifting more of our focus in, in-house like SMS texts where we see really, really great returns and efficiency as well as starting to shift more into TikTok, where we've also tuned the business to have a higher return. Shifting out of rest of world. We had put some marketing spend into Europe, but we shifted that out. And so we need some regional adjustments, shifting more of that into the U.S. It's not an ideal time to push into Europe right now given the strength of the dollar. So ensuring that we are focused on profitability and getting our most efficient marketing return. So we are committed to that marketing spend at around 10% going forward, and that is all factored into the model.

Thank you.

Thank you. The next question is coming from Youssef Squali of Truist Securities. Please go ahead.

All right. Thank you very much, guys. So a couple of questions. The first is around just the Q4 guide and what's implied in terms of growth of the U.S. business. Arguably, I think there's probably going to be some deceleration just based on the numbers, but I'd love for you to maybe quantify that for us. And then also, can you address the balance sheet liquidity? I know you decided that 2022, you will not make any M&A. But just as you look at the business and the ongoing trends through 2023, kind of any idea about, one, whether ultimately you have enough free cash flow generation to kind of get you to the other side of it without the need for capital. Yeah, maybe those two, and then I have a quick follow-up.

Sure. Yeah, I think as we think about the guidance for Q4, I think we do kind of expect, I would say, the same level of organic growth or organic deceleration that we've seen in Q3, Youssef, if you adjust for Mnml. So in Q3, we had a full quarter of Mnml. And this year or last year, we had Mnml in there for 10 weeks of the 12-week period. So there'll be a little bit of headwind from that. I think as we unpack it, we are seeing certainly pressure from an AOV perspective, is where we're seeing most of the pressure as we model that out. I think we might be a little bit kind of flat again in order volume. And then I think from an active customer perspective, I think there'll be low single-digit growth. We are kind of dropping off some really big quarters where we acquired customers, if you think of Q2-Q3 last year where the kind of U.S. was coming out, that will impact that. And then from a balance sheet perspective, I think it's really good for us to see in Q3 that we got back to operating -- generating strong operating cash flow. $12 million in the quarter was really good to see. We did draw down some of the revolver. And I think in particular, early in Q3 -- or sorry, early in Q4, we had a couple of big payments, obviously, the Culture Kings gains and capital spend for the store. We also had some legacy payments for the mnml acquisition and for some old sales tax at Princess Polly. So there's kind of some one-off stuff there. I think we feel that we'll be positive cash flow again from an operating perspective in Q4 and back generating cash, and I think we'll continue to do that as we go forward into FY '23. I think we're still looking to do acquisitions. We're very committed first to drive the organic growth and support the growth of the brands that we have. I think we'll kind of focus on that first.

Any earn-outs, big earn-outs next year?

No, no earn-outs at all.

All right. And then, Jill, you talked a number of times about SMS or text message marketing. Can you maybe expand on that? Is that relatively a new channel for you? It seems like you're pretty excited about that. Maybe which channels are operating the best for you at this point and for which brands? Thank you.

Yes. So SMS marketing or text where you collect the customers' cell phone and reach them via text is really replacing e-mail as one of the most efficient in-house channels. We've been able to really grow our subscriber base and our customers. We did focus groups recently, and the customer was very clear that was their favorite way to hear from us and learn about new product drops and new promotions. So we've really seen that to be a very effective way to quickly communicate with the customer. It does tend to drive more repeat and returning customers, but -- so it's a great retention tool. But for new customer acquisition, we're certainly still very focused on social media and our wide influencer program. We of course, go after a much broader, wider network of smaller influencers and have grown that with college ambassadors and really scaled that out. But ultimately, our brands are very innovative and out ahead of a lot of others on the marketing front and constantly testing and learning and tuning their market channels. But what I'm also really excited about is the live video. Live streaming shopping is certainly going to be a new platform for us that we are leaning into and super excited about.

All right. Thank you, both.

Thank you. The next question is coming from Ike Boruchow of Wells Fargo. Please go ahead.

Hey, guys. This is Jesse on for Ike. Thanks for taking my question here. I was just wondering, there were some comments that included -- women's inventory sounded down year-over-year right now, while men's remains a little elevated due to third-party inventory. So it sounds like liquidations are actually the inverse of what prior expectations were for men's to clean now and women's by end of year. I'm just curious what happened there. And then looking forward, if there are any differentiated dynamics to consider by gender, heading into what's anticipated to be a heavy promotional holiday environment this year? Thank you.

Hey, Jesse. This is Ciaran. Let me just be super clear on the inventory. So we haven't been doing any particular liquidations, I would say. Because of the test-and-repeat model, the women's brands are just -- they're not buying out and committing to inventory. They're doing that very short periods. So they are able to adjust their inventory buys and their inventory dollars much, much quicker. That's why we saw in Q3 where the inventory dollars are down versus Q2, right, that they're sequentially down. And that was very much our women's brands that are on those test-and-repeat models. They're still slightly up year-over-year, but much, much closer. The men's brands, because they are buying from third-party vendors, they're not able to adjust their inventory as quick. And so that's why it will take longer for us to adjust their inventory. Like I said, very happy with what we have and it stays much more relevant for a longer period with men's inventory. So we like the composition that we have going into holiday. But the men's will take just a longer period, I would say, to adjust on the dollars.

Yeah. I'd just add that the majority of our inventory is bought on that test-and-repeat model. All of our women's brands are buying on that, which really derisks your inventory. And we are now expanding that over into our men's and streetwear businesses and adding more of our mix on to that short lead time buying. So eager to have even more control in inventory management as we expand upon that into next year.

Thanks for elucidating that for investors.

Thank you. The next question is coming from Michael Binetti of Credit Suisse. Please go ahead.

Hey, guys. This is Carson on for Michael. First off, congrats on a nice quarter. And thanks for taking our question here. We've heard some instances of consumers starting to trade down on lower price point categories and brands. Are you guys seeing that within your banners? And if so, how are you positioning inventory for the spring? And then another one, did we hear you correctly that you used the September exit rate for forecasting fourth quarter? Did October perform in line with September? Or was there a change in the trend there? Thanks.

Yeah. Hey, Carson. Thanks for your question. Look, we are seeing -- as we guided in August and anticipated a demand pressured back half, we are seeing that across the brands and regions. As far as like clear signals of trade down, I'd say we have seen a little bit of an uptick in our mix of markdown versus reg sales. So where we have put some things on markdown, we are seeing a little bit more customer shifting into that, I think just reflecting that deal-seeking mindset and the customer being a little bit more frugal with the macro backdrop. As far as how we trended out the business and the outlook, I'll let Ciaran comment on that.

Yeah. Hey, Carson. We've been using the most recent trends, right? So what we've been seeing for October and the first kind of 10 days of November is what we've used to model out Q4 from a sales perspective.

Make sense. Thanks.

Thank you. At this time, I'd like to turn the floor back over to management for any additional or closing comments.

Yeah. Just thank you all for joining. And if you haven't had a chance yet to get out to Vegas and see the new store, we invite you to come check it out. It's unlike anything you've ever seen. It's incredible. So thank you all.

Ladies and gentlemen, thank you for your participation. This concludes today's event. You may disconnect your lines or log-off the webcast at this time. And enjoy the rest of your day.