PR Newswire | Aug 12, 2021 08:31AM EDT

08/12 07:30 CDT

Digital Brands Group Reports Second Quarter 2021 Financial Results AUSTIN, Texas, Aug. 12, 2021

AUSTIN, Texas, Aug. 12, 2021 /PRNewswire/ -- Digital Brands Group, Inc. ("DBG")(NASDAQ: DBGI), a curated collection of luxury lifestyle, digital-first brands, today reported financial results for its second quarter ended June 30, 2021.

Second quarter 2021 net loss attributable to common stockholders was $10.7 million, or $1.97 per diluted share, on revenue of $1.0 million. The net loss included a non-cash expense associated with stock-based compensation expense associated with the IPO of $3.9 million and a non-cash expense associated with a change in the fair value of contingent liabilities of $3.1 million.

"Our second quarter 2021 results reflect a meaningful improvement in our business results from our first quarter results as we were able to benefit from the cash inflows from our IPO in the middle of May," said Hil Davis, Chief Executive Officer of Digital Brands Group. "These improving business trends have continued into the third quarter, and we expect them to improve throughout the third and fourth quarters of 2021 now that we have sufficient cash and inventory to support expected levels of operations."

"As we stated in our first quarter 2021 earnings release, a combination of factors negatively impacted our pre-IPO results, which included limited cash, limited inventory, minimal marketing spend, and the continued effects of COVID-19's impact on Bailey 44," said Reid Yeoman, Chief Financial Officer of Digital Brands Group. "We are experiencing improving results as we move past our IPO date in May as we are able to use the IPO cash proceeds to order inventory, spend on marketing and invest into our brands."

Since our IPO this past May, which bolstered our balance sheet with cash for working capital, we have been able to:

* ship inventory for DSTLD, which is contributing to our improved results in July and August; * ship Bailey 44 product to wholesale accounts starting mid-May, with a significant acceleration in wholesale booking orders for this fall that are in-line with pre-pandemic wholesale levels, and; * develop a marketing and advertising plan, including an Amazon marketing strategy, which we are rolling out starting mid-July, with the majority of the spend starting this fall.

Finally, as we discussed in our S-1, we expect to continue to grow through acquisitions and expect to continue to acquire companies this year, most of which will require GAAP PCAOB audits. These audits take time, which results in a delayed acquisition timeframe weighted toward the back three to four months of 2021.

Davis concluded, "this is really the tale of two companies, one pre-IPO with limited cash, inventory and marketing dollars and one post-IPO with a stronger cash position, fully stocked inventory and a meaningful marketing budget and strategy to drive revenue and earnings. We believe that our second quarter results, which only benefited from six weeks of the IPO cash proceeds, reflect this. We expect the bulk of the post-IPO benefit to come in the third and fourth quarter as inventory is 100% in stock, the marketing strategy is in full force and Bailey-44 wholesale shipments are back to pre-pandemic levels."

Second Quarter 2021 Highlights

* Net Sales were $1.0 million versus $664,000 in the year ago quarter, an increase of 51% year over year. The increase in net sales was driven by the increase in revenue at Bailey 44 and the addition of Harper & Jones on a pro-rata basis. * Our gross profit margin increased 79.7% year over year to 39.3% from negative 40.4%. Gross profit increased by 663,000 due to improved gross margins at all our brands. * Net loss attributable to common stockholders was $10.7 million, or $1.97 per diluted share, compared to net loss attributable to common stockholders of $2.3 million, or $3.41 per diluted share, in the prior year period. * Net loss in the second quarter of 2021 included a non-cash expense associated with stock-based compensation expense associated with the IPO of $3.9 million and a non-cash expense associated with a change in the fair value of contingent liabilities of $3.1 million.

In addition to second quarter results, we wish to make you aware of the following:

* Third quarter operating results will experience similar, although less adverse impacts by those factors which impacted the first and second quarter operating results.

Conference Call and Webcast Details

The Company will host a conference call and webcast at 9:00 a.m. ET today to discuss results. The live conference call can be accessed by dialing (866) 605-1828 from the U.S. or internationally. The conference I.D. code is 13722399 or via the web by using the following link: https://tinyurl.com/2v5jdex2.

Forward-looking Statements

Certain statements included in this release are "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting DBG and therefore involve several risks and uncertainties. You can identify these statements by the fact that they use words such as "will," "anticipate," "estimate," "expect," "should," and "may" and other words and terms of similar meaning or use of future dates, however, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements regarding DBG's plans, objectives, projections and expectations relating to DBG's operations or financial performance, and assumptions related thereto are forward-looking statements. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. DBG undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Potential risks and uncertainties that could cause the actual results of operations or financial condition of DBG to differ materially from those expressed or implied by forward-looking statements include, but are not limited to: risks arising from the widespread outbreak of an illness or any other communicable disease, or any other public health crisis, including the coronavirus (COVID-19) global pandemic; the level of consumer demand for apparel and accessories; disruption to DBGs distribution system; the financial strength of DBG's customers; fluctuations in the price, availability and quality of raw materials and contracted products; disruption and volatility in the global capital and credit markets; DBG's response to changing fashion trends, evolving consumer preferences and changing patterns of consumer behavior; intense competition from online retailers; manufacturing and product innovation; increasing pressure on margins; DBG's ability to implement its business strategy; DBG's ability to grow its wholesale and direct-to-consumer businesses; retail industry changes and challenges; DBG's and its vendors' ability to maintain the strength and security of information technology systems; the risk that DBG's facilities and systems and those of our third-party service providers may be vulnerable to and unable to anticipate or detect data security breaches and data or financial loss; DBG's ability to properly collect, use, manage and secure consumer and employee data; stability of DBG's manufacturing facilities and foreign suppliers; continued use by DBG's suppliers of ethical business practices; DBG's ability to accurately forecast demand for products; continuity of members of DBG's management; DBG's ability to protect trademarks and other intellectual property rights; possible goodwill and other asset impairment; DBG's ability to execute and integrate acquisitions; changes in tax laws and liabilities; legal, regulatory, political and economic risks; adverse or unexpected weather conditions; DBG's indebtedness and its ability to obtain financing on favorable terms, if needed, could prevent DBG from fulfilling its financial obligations; and climate change and increased focus on sustainability issues. More information on potential factors that could affect DBG's financial results is included from time to time in DBG's public reports filed with the SEC, including DBG's Annual Report on Form 10-K, and Quarterly Reports on Form 10-Q, and Forms 8-K filed or furnished with the SEC.

DIGITAL BRANDS GROUP, INC

STATEMENT OF OPERATIONS

Three Months Ended

June 30,

2021 2020

Net revenues $ 1,003,529 $ 664,017

Cost of net revenues 608,944 932,362

Gross profit (loss) 394,585 (268,345)

Operating expenses:

General and administrative 7,192,460 1,426,388

Sales and marketing 923,283 124,370

Distribution 69,864 75,246

Change in fair value of contingent 3,050,901 -consideration

Total operating expenses 11,236,508 1,626,004

Loss from operations (10,841,923) (1,894,349)

Other income (expense):

Interest expense (897,920) (373,957)

Other non-operating income (expenses) (57,775) -

Total other income (expense), net (955,695) (373,957)

Income tax benefit (provision) 1,100,120 709

Net loss $ (10,697,498) $ (2,267,597)

Weighted average common sharesoutstanding -

basic and diluted 5,435,023 664,167

Net loss per common share - basic and $ $ diluted (1.97) (3.41)

The accompanying notes are an integral part of these financial statements.

DIGITAL BRANDS GROUP, INC

STATEMENTS OF CASH FLOW

Six Months Ended

June 30,

2021 2020

Cash flows from operating activities:

Net loss $ (13,721,433) $ (4,174,124)

Adjustments to reconcile net loss to netcash used in operating activities:

Depreciation and amortization 291,661 318,057

Amortization of loan discount and fees 580,684 82,210

Stock-based compensation 4,021,529 99,864

Fees incurred in connection with debt 132,609 -financings

Change in fair value of warrant 72,445 -liability

Change in fair value of contingent 3,050,901 -consideration

Deferred income tax benefit (1,100,120) -

Change in credit reserve 9,748 (58,132)

Changes in operating assets andliabilities:

Accounts receivable, net (261,386) 12,399

Due from factor, net 139,629 (67,361)

Inventory 75,287 639,006

Prepaid expenses (688,893) (40,248)

Accounts payable 575,513 1,410,536

Accrued expenses and other 262,019 (825,344)liabilities

Deferred revenue (99,045) (15,231)

Accrued compensation - related party (88,550) (28,807)

Accrued interest 151,465 434,482

Net cash used in operating activities (6,595,937) (2,212,696)

Cash flows from investing activities:

Cash acquired (consideration) pursuant to (475,665) 106,913business combination

Issuance of related party receivable - (20,000)

Purchase of property, equipment and (10,277) -software

Deposits (19,115) 43,510

Net cash provided by (used in) (505,056) 130,423investing activities

Cash flows from financing activities:

Proceeds from related party advances - 35,231

Advances from factor 53,797 180,552

Proceeds from venture debt - 250,000

Issuance of loans payable 2,626,050 1,701,044

Repayments of promissory notes and loans (2,001,305) -payable

Issuance of convertible notes payable 528,650 -

Proceeds from initial public offering 10,000,002 -

Exercise of over-allotment option with 1,364,997 -public offering, net

Exercise of warrants 145,696 -

Proceeds from sale of Series A-3 - 483,387preferred stock

Subscription receivable from Series A-3 - 9,223preferred stock

Proceeds from sale of Series CF preferred - 286,518stock

Offering costs (2,116,959) (43,353)

Net cash provided by financing 10,600,928 2,902,602activities

Net increase in cash and cash equivalents 3,499,935 820,329

Cash and cash equivalents at beginning of 575,986 40,469period

Cash and cash equivalents at end of $ 4,075,921 $ 860,798period

The accompanying notes are an integral part of these financial statements.

DIGITAL BRANDS GROUP, INC

STATEMENT OF BALANCE SHEETS

Three Months Ended

June 30,

2021 2020

ASSETS

Current assets:

Cash and cash $ 4,075,921 860,797equivalents

Accounts receivable, 346,390 45,080net

Due from factor, net 6,859 (367,122)

Inventory 1,165,152 3,726,623

Prepaid expenses 849,434 269,620

Total current 6,443,756 4,534,999assets

Deferred offering costs - -

Property, equipment and 119,817 1,107,950software, net

Goodwill 16,160,766 6,479,218

Intangible assets, net 11,175,794 8,462,500

Deposits 116,199 187,493

Total assets $ 34,016,332 $ 20,772,160

LIABILITIES ANDSTOCKHOLDERS' EQUITY(DEFICIT)

Current liabilities:

Accounts payable $ 6,307,071 6,405,936

Accrued expenses and 1,615,622 1,182,730other liabilities

Deferred revenue 172,470 -

Due to related parties 252,635 234,620

Contingent 6,539,417 -consideration liability

Convertible notes, 100,000 -current

Accrued interest 801,031 355,253payable

Note payable - related 299,489 150,231party

Venture debt, current 300,000 -

Loan payable, current 1,712,000 -

Promissory note 3,500,000 4,500,000payable

Total current 21,599,735 12,828,770liabilities

Convertible notes - 799,280

Loan payable 1,762,639 1,701,044

Venture debt, net of 5,701,755 4,853,049discount

Warrant liability 78,710 8,618

Total liabilities 29,142,839 20,190,760

Stockholders' equity(deficit):

Series Seed convertiblepreferred stock, $0.0001par, no shares and20,714,518 shares,authorized,

issued and outstanding atJune 30, 2021 and December - 2,07131, 2020, respectively

Series A convertiblepreferred stock, $0.0001par, no shares and14,481,413 sharesauthorized, no shares

and 5,654,072 sharesissued and outstanding atJune 30, 2021, and - 565December 31, 2020,respectively

Series A-2 convertiblepreferred stock, $0.0001par, no shares and20,000,000 sharesauthorized, no shares

and 5,932,742 sharesissued and outstanding atJune 30, 2021, and - 593December 31, 2020,respectively

Series A-3 convertiblepreferred stock, $0.0001par, no shares and18,867,925 sharesauthorized, no shares

and 9,032,330 sharesissued and outstanding atJune 30, 2021, and - 904December 31, 2020,respectively

Series CF convertiblepreferred stock, $0.0001par, no shares and2,000,000 sharesauthorized, no shares

and 836,331 shares issuedand outstanding at June - 8330, 2021, and December31, 2020, respectively

Series B convertiblepreferred stock, $0.0001par, no shares and20,714,517 sharesauthorized, no shares

and 20,714,517 sharesissued and outstanding atJune 30, 2021, and - 2,075December 31, 2020,respectively

Undesignated preferredstock, $0.0001 par,10,000,000 shares and936,144 shares authorized,0 shares

issued and outstanding asof both June 30, 2021 and -December 31, 2020

Common stock, $0.0001 par,200,000,000 and110,000,000 sharesauthorized, 11,044,594 and664,167 shares

issued and outstanding asof both June 30, 2021 and 1,104 66December 31, 2020,respectively

Additional paid-in capital 51,939,819 27,366,845

Accumulated deficit (47,067,430) (26,791,805)

Total stockholders' 4,873,493 581,399equity (deficit)

Total liabilities andstockholders' equity $ 34,016,332 $ 20,772,160(deficit)

The accompanying notes are an integral part of these financial statements.

About Digital Brands Group

We offer a wide variety of apparel through numerous brands on a both direct-to-consumer and wholesale basis. We have created a business model derived from our founding as a digitally native-first vertical brand. Digital native first brands are brands founded as e-commerce driven businesses, where online sales constitute a meaningful percentage of net sales, although they often subsequently also expand into wholesale or direct retail channels., Unlike typical e-commerce brands, as a digitally native vertical brand we control our own distribution, sourcing products directly from our third-party manufacturers and selling directly to the end consumer. We focus on owning the customer's "closet share" by leveraging their data and purchase history to create personalized targeted content and looks for that specific customer cohort. We have strategically expanded into an omnichannel brand offering these styles and content not only on-line but at selected wholesale and retail storefronts. We believe this approach allows us opportunities to successfully drive Lifetime Value ("LTV") while increasing new customer growth.

Digital Brands Group, Inc. Company ContactHil Davis, CEOEmail: invest@digitalbrandsgroup.coPhone: (800) 593-1047

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SOURCE Digital Brands Group, Inc.