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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 22, 2023

 

ALLIANCE ENTERTAINMENT HOLDING CORPORATION
(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-40014   85-2373325
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

8201 Peters Road, Suite 1000

Plantation, FL, 33324

(Address of Principal Executive Offices) (Zip Code)

 

(954) 255-4000

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange on
which registered
Class A common stock, par value $0.0001 per share   *   *
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share   *   *

 

*       On February 10, 2023, the registrant’s securities were suspended from trading on the NYSE American LLC (“NYSE American”). Prior to the suspension, the trading symbols of the registrant’s Class A common stock and warrants were “ADRA” and “ADRA.WS,” respectively. Following the suspension, trades in the registrant’s securities began being quoted on the OTC Pink Open Market under the same trading symbols. Effective March 20, 2023, the trading symbols for the registrant’s Class A common stock and warrants were changed to “AENT” and “AENTW,” respectively.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 2.02.Results of Operations and Financial Condition.

 

On May 22, 2023, Alliance Entertainment Holding Corporation, a Delaware corporation (the “Company” or “Alliance”) issued a press release regarding Alliance’s financial results for its fiscal quarter ended March 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information set forth in this Item 2.02, including the exhibit attached hereto, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

 

Item 7.01.Regulation FD Disclosure.

 

An updated version of an investor presentation of the Company is attached as Exhibit 99.2 to this Current Report on Form 8-K. The presentation will be accessible online through the Investor Relations section of the Company’s website, located at ir.aent.com, under the heading “Latest Presentation.” The information on the Company’s website is not a part of this Current Report on Form 8-K.

 

The information set forth in this Item 7.01, including the exhibit attached hereto, shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

 

Forward-Looking Statements

 

This Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the Company’s management and are not predictions of actual performance. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, including those factors discussed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 30, 2023 under the heading “Risk Factors,” the Company’s Registration Statement on Form S-1 filed with the SEC on April 10, 2023 under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with the SEC, which are accessible through the Investor Relations section of the Company’s website at ir.aent.com. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The Company disclaims any obligation to update any forward-looking statements.

 

Item 9.01.Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit No.   Exhibit
99.1   Press release dated May 22, 2023.
99.2   Investor Presentation.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

 

 

Dated: May 22, 2023 ALLIANCE ENTERTAINMENT HOLDING CORPORATION
   
   
  By:  /s/ Jeffrey Walker
    Name: Jeffrey Walker
    Title: Chief Executive Officer

 

 

Exhibit 99.1

 

 

Alliance Entertainment Reports Third Quarter and Nine Month Fiscal 2023 Financial Results

 

Completes Business Combination and Becomes Publicly Traded Company

 

Third Quarter Fiscal 2023 Net Revenues Totaled $227.7 Million

 

Plantation, FL – May 22, 2023 – Alliance Entertainment Holding Corporation (OTC: AENT) (“Alliance Entertainment”, “Company”), a distributor and wholesaler of the world’s largest in stock selection of music, movies, video games, electronics, arcades, and collectibles, has reported its financial and operational results for the fiscal third quarter and nine-month period ended March 31, 2023.

 

Third Quarter and Subsequent 2023 Operational Highlights

 

·Completed its business combination with Adara Acquisition Corp.

·2023 Record Store Day on Saturday, April 22, 2023 broke a sales record for most vinyl sold in a single day with more than 800,000 units of vinyl created and shipped to participating independent record stores and retail sales expected to surpass $32 million.

·Signed a multi-year home entertainment licensing agreement with The Walt Disney Company to distribute hundreds of select physical (Blu-ray and DVD) live-action film and television properties from the ABC Signature, 20th Television, Hollywood Pictures, Touchstone Pictures, and 20th Century Studios content libraries.

·Company’s AMPED Distribution celebrated 10 years of business with impressive wins at the 2023 Grammy™ Awards and Billboard™ Charts dominance, with 26 nominations across their distributed labels for the 2023 Grammy™ Awards, resulting in seven impressive wins.

·Extended its partnership with the Criterion Collection, a continuing series of important classic and contemporary films on home video, continuing the distribution of the Criterion Collection’s titles in the physical media space across the United States, along with all backroom services including inventory, order management and financial services.

·Partnered with AutoStore™ and Swisslog to design and install a cube-based warehouse automated storage and retrieval system (ASRS) that is now live and operational at the Company’s 873,000 square foot Kentucky warehouse.

·Implemented cost savings initiatives, including headcount reduction and management salary cuts, to address macroeconomic headwinds caused by increased inflation and interest rates, and retailers’ relatively conservative inventory positions.

·Announced ticker symbol change of the Company’s common stock and warrants on the OTC under the ticker symbol “AENT” and “AENTW,” and Company trading name on the OTC changed from “Adara Acquisition Corp.” to “Alliance Entertainment Holding Corporation”.

 

 

Bruce Ogilvie, Chairman of Alliance Entertainment, commented, “The third quarter was highlighted by the close of our business combination with Adara Acquisition Corp. and continued operational execution as a premier distributor of music, movies, and consumer electronics. As a public company, we are now well positioned to pursue future strategic combinations that further diversify our products offerings, and to invest in our operations and proprietary technology. Throughout the year we have continued to build on our foundation as one of the largest physical media and entertainment product distributors in the world, securing new partnerships and shifting toward larger scale automation in our operations.

 

“While the fiscal third quarter was highly focused on our business combination, we signed several agreements of note. Our licensing agreement with The Walt Disney Company is a testament to our solid reputation as a premier resource for major studio content providers. Titles will benefit from our vast network of physical and e-commerce retailers, including several where we have proprietary fixtures for DVD and Blu-ray™ products. Our continuing partnership with the Criterion Collection allows us to distribute their top-shelf catalog to appreciative fans of classic and contemporary films of arthouse cinema and independent filmmaking.

 

“Operationally, during the quarter we installed a cube-based warehouse automated storage and retrieval system that is now live and operational, supporting order fulfillment of 33 million pieces of inventory across more than 425,000 SKUs. With our incredible growth in Vinyl shipments at our Kentucky warehouse, we needed a system that could reduce the distance walked to pick product, to store in a more compact form, and reduce the amount of labor needed to handle the product. This system is designed to support future capacity as we shift toward larger scale automation.”

 

Jeff Walker, Chief Executive Officer of Alliance Entertainment, added, “Along with our investments in automated handling we are focused on strategic cost initiatives to address macroeconomic headwinds caused by increased inflation and interest rates, and our retailers reacting relatively conservatively with their inventory positions. As the macro issues impacting us subside, we have implemented multiple value-creation initiatives to reduce costs, including headcount reduction and management salary cuts. We believe that in combination with these initiatives, we have put in place a long-term strategy with the competitive advantages that will position us for ongoing success.

 

“Looking ahead, we continue to expand and diversify by adding brands, product categories, and retail partnerships in combination with various cost cutting initiatives. To support this growth, we are investing in automating facilities and upgrading proprietary software. As a public company with strong cash flow and with access to capital markets, we are well positioned to grow through acquisitions, enhance DTC relationships, and expand product offerings. Finally, we are working to uplist to a national stock exchange that better aligns with our corporate identity and enhances our visibility with investors. We look forward to providing updates on our progress in the months ahead,” concluded Walker.

 

Third Quarter FY2023 Financial Results

 

·Net revenues for the fiscal third quarter ended March 31, 2023 were $227.7 million, compared to $320.4 million in the same period of 2022, a decrease of 29%, due mainly to conservative inventory positions by our business to business (“B2B”) customer base and direct to consumer (“DTC”) sales channels caused by macroeconomic uncertainty.
·For the nine months ended March 31, 2023 net revenues were $911.6 million, compared to $1.152 billion for the nine months ended March 31, 2022.

 

 

·Gross profit for the fiscal third quarter ended March 31, 2023 was $27.3 million, compared to $40.1 million in the same period of 2022, a decrease of 32%.
·For the nine months ended March 31, 2023 gross profit was $74.0 million, compared to $153.9 million for the nine months ended March 31, 2022.
·Gross profit margin for the fiscal third quarter ended March 31, 2023 was 12.0%, down from 12.5% in the same period of 2022.
·For the nine months ended March 31, 2023 gross profit margin was 8.1%, down from 13.4% for the nine months ended March 31, 2022.
·Net loss for the fiscal third quarter ended March 31, 2023 was $7.8 million, compared to net income of $3.7 million for the same period of 2022.
·For the nine months ended March 31, 2023 net loss was $30.8 million, compared to net income of $33.2 million for the nine months ended March 31, 2022.
·Adjusted EBITDA loss for the fiscal third quarter ended March 31, 2023 was ($2.4) million, compared to Adjusted EBITDA of $9.6 million for the same period of 2022.
·For the nine months ended March 31, 2023 Adjusted EBITDA loss was ($21.0) million, compared to Adjusted EBITDA of $60.6 million for the nine months ended March 31, 2022.

 

Non-GAAP Financial Measures: We define Adjusted EBITDA as net gain or loss adjusted to exclude: (i) income tax expense; (ii) other income (loss); (iii) interest expense; and (iv) depreciation and amortization expense and (v) other infrequent, non- recurring expenses. Our method of calculating Adjusted EBITDA may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. We use Adjusted EBITDA to evaluate our own operating performance and as an integral part of our planning process. We present Adjusted EBITDA as a supplemental measure because we believe such a measure is useful to investors as a reasonable indicator of operating performance. We believe this measure is a financial metric used by many investors to compare companies. This measure is not a recognized measure of financial performance under GAAP in the United States and should not be considered as a substitute for operating earnings (losses), net earnings (loss) from continuing operations or cash flows from operating activities, as determined in accordance with GAAP. See the table below for a reconciliation, for the periods presented, of our GAAP net income (loss) to Adjusted EBITDA.

 

 

US-GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA RECONCILIATION

 

   Three Months Ended   Three Months Ended 
($ in thousands)  March 31, 2023   March 31, 2022 
Net Income (Loss)  $(7,750)  $3,714 
Add back:          
Interest Expense   3,207    1,004 
Income Tax Expense (Benefit)   (2,864)   1,173 
Depreciation and Amortization   1,679    1,958 
EBITDA  $(5,728)  $7,849 
Adjustments          
IC-DISC       1,751 
Mergers & Acquisition Fees       3 
SPAC Merger Transaction Cost   3,348     
Adjusted EBITDA  $(2,380)  $9,603 
Adjusted EBITDA for the three months ended March 31, 2023, includes the following expenses:          
Incremental Storage Fees Arcades  $872      

 

   Nine Months Ended   Nine Months Ended 
($ in thousands)  March 31, 2023   March 31, 2022 
Net Income (Loss)  $(30,774)  $33,240 
Add back:          
Interest Expense   9,105    2,740 
Income Tax Expense (Benefit)   (11,380)   10,497 
Depreciation and Amortization   4,845    6,330 
EBITDA   (28,204)   52,807 
Adjustments          
IC-DISC   2,833    8,014 
SPAC Merger Transaction Cost   3,348     
Mergers & Acquisition Fees   1,007    (251)
Gain on Disposal of PPE   (3)    
Adjusted EBITDA  $(21,019)  $60,570 
           
Adjusted EBITDA for the nine months ended March 31, 2023, includes the following expenses:          
           
Excessive International Transportation Costs (Units Sold)  $8,241      
Excessive International Transportation Costs (On Hand)   7,100      
Markdown for Arcades Sold   12,156      
Incremental Storage Fees Arcades   3,950      
Consumer Products Inventory Reserve   3,700      
Total  $35,147      

 

 

About Alliance Entertainment

 

Alliance Entertainment is a premier distributor of music, movies, and consumer electronics. We offer over 425,000 unique in stock SKU’s, including over 57,300 exclusive compact discs, vinyl LP records, DVDs, Blu-rays, and video games. Complementing our vast media catalog, we also stock a full array of related accessories, toys and collectibles. With more than thirty-five years of distribution experience, Alliance Entertainment serves customers of every size, providing a robust suite of services to resellers and retailers worldwide. Our efficient processing and essential seller tools noticeably reduce the costs associated with administrating multiple vendor relationships, while helping omni-channel retailers expand their product selection and fulfillment goals. For more information, visit www.aent.com.

 

Forward Looking Statements

 

Certain statements included in this Press Release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether identified in this Press Release, and on the current expectations of Alliance’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Alliance. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; failure to realize the anticipated benefits of the recently completed business combination; risks related to the rollout of Alliance’s business and the timing of expected business milestones; the effects of competition on Alliance’s future business; risks and failure by Alliance to meet the covenant requirements of its revolving credit facility, its ability to issue equity or equity-linked securities or obtain debt financing in the future, Alliance’s securities having been delisted from the NYSE American and not trading on a national securities exchange and the potential negative effect on the price and liquidity of Alliance’s securities and those factors discussed in Alliance’s Annual Report on Form 10-K filed with the SEC on March 30, 2023 under the heading “Risk Factors” and other documents filed with the SEC.

 

Additional risks related to Alliance’s business in particular include, but are not limited to competition, the ability of Alliance to grow and manage growth profitably, the ability of Alliance to maintain relationships with customers and suppliers and retain key employees; changes in the applicable laws or regulations; the possibility that Alliance may be adversely affected by other economic, business, a material weakness in Alliance’s internal control over financial reporting, and/or competitive factors; the impact of the global COVID-19 pandemic. There may be additional risks and uncertainties that Alliance does not presently know or currently believes are immaterial that could cause actual results to differ from those contained in the forward-looking statements. Such risk factors also include, among others, future growth expectations and acquisitions; specific economic conditions in the United States; changes in laws and regulations; potential liability from future litigation; the diversion of management time on acquisitions and integration related issues; modifications or adjustments to Alliance’s financial statements as a result of applicable securities laws; and general economic conditions. Most of these factors are outside Alliance’s control and are difficult to predict.

 

For investor inquiries, please contact:

MZ Group

Chris Tyson/Larry Holub

(949) 491-8235

[email protected] 

 

 

ALLIANCE ENTERTAINMENT HOLDING CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

($ in thousands) except share information  March 31, 2023   June 30, 2022 
   (Unaudited)     
Assets          
Current Assets          
Cash and Cash Equivalents  $1,034   $1,469 
Trade Receivables, Net   79,444    98,699 
Related Party Receivable       245 
Inventory, Net   163,057    249,439 
Other Current Assets   7,852    9,128 
Total Current Assets   251,387    358,980 
Property and Equipment, Net   11,266    3,284 
Operating Lease Right-Of-Use Assets   7,493    8,360 
Goodwill   87,151    79,903 
Intangibles, Net   24,754    18,764 
Other Long-Term Assets   270    3,748 
Deferred Tax Asset, Net   5,904     
Total Assets  $388,225   $473,039 
Liabilities and Stockholders' Equity          
Current Liabilities          
Accounts Payable  $149,780   $198,187 
Accrued Expenses   9,805    11,573 
Current Portion of Operating Lease Obligations   3,740    4,453 
Current Portion of Finance Lease Obligations   2,404     
Revolving Credit Facility, Net   127,343    135,968 
Promissory Note   472     
Income Taxes Payable       418 
Total Current Liabilities   293,544    350,599 
Warrants   205     
Finance Lease Obligation, Non- Current   5,909    3,377 
Operating Lease Obligations, Non-Current   4,608    4,864 
Deferred Tax Liability       5,271 
Total Liabilities   304,266    364,111 
Commitments and Contingencies (Note 12)          
Stockholders' Equity          
Preferred Stock Par Value $0.0001 per share, Authorized 1,000,000 shares, 0 shares Issued and Outstanding        
Common Stock: Par Value $0.0001 per share, Authorized 550,000,000 shares at March 31, 2023, and 100,000,000 at June 30, 2022; Issued and Outstanding 49,167,170 Shares as of March 31, 2023, and 47,500,000 at June 30, 2022   5    5 
Paid In Capital   44,326    39,995 
Treasury Stock       (2,674)
Accumulated Other Comprehensive Loss   (66)   (66)
Retained Earnings   39,694    71,668 
Total Stockholders' Equity   83,959    108,928 
Total Liabilities and Stockholders' Equity  $388,225   $473,039 

 

 

ALLIANCE ENTERTAINMENT HOLDING CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE (LOSS) INCOME

 

   Three Months Ended   Three Months Ended   Nine Months Ended   Nine Months Ended 
($ in thousands except share and per share amounts)  March 31, 2023   March 31, 2022   March 31, 2023   March 31, 2022 
Net Revenues  $227,728   $320,412   $911,590   $1,152,198 
Cost of Revenues (excluding depreciation and amortization)   200,402    280,274    837,897    998,304 
Operating Expenses                    
Distribution and Fulfillment Expense   14,923    15,755    50,153    48,961 
Selling, General and Administrative Expense   14,783    14,754    44,559    44,364 
Depreciation and Amortization   1,679    1,957    4,845    6,330 
Transaction Costs   3,348    31    4,355    (251)
IC DISC Commissions       1,751    2,833    8,014 
Loss on Disposal of Fixed Assets           (3)    
Total Operating Expenses   34,733    34,248    106,742    107,418 
Operating (Loss) Income   (7,407)   5,890    (33,049)   46,477 
Other Expenses                    
Interest Expense, Net   3,207    1,004    9,105    2,740 
Total Other Expenses   3,207    1,004    9,105    2,740 
(Loss) Income Before Income Tax (Benefit) Expense   (10,614)   4,887    (42,154)   43,737 
Income Tax (Benefit) Expense   (2,864)   1,173    (11,380)   10,497 
Net (Loss) Income   (7,750)   3,714    (30,774)   33,240 
Net (Loss) Income per Share – Basic and Diluted  $(0.16)  $0.08   $(0.64)  $0.70 
Weighted Average Common Shares Outstanding   48,426,206    47,500,000    47,804,228    47,500,000 

 

 

ALLIANCE ENTERTAINMENT HOLDING CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   Nine Months Ended   Nine Months Ended 
($ in thousands)  March 31, 2023   March 31, 2022 
Cash Flows from Operating Activities:          
Net (Loss) Income  $(30,774)  $33,240 
Adjustments to Reconcile Net (Loss) Income to          
 Net Cash Provided by (Used in) Operating Activities:          
Inventory write-down   10,800     
Depreciation of Property and Equipment   1,804    2,438 
Amortization of Intangible Assets   3,041    3,872 
Amortization of Deferred Financing Costs (Included in Interest)   125    125 
Bad Debt Expense   330    170 
Gain on Disposal of Fixed Assets   (3)    
Changes in Assets and Liabilities, Net of Acquisitions          
Trade Receivables   22,213    (5,539)
Related Party Receivable   245    476 
Inventory   80,814    (108,113)
Income Taxes Payable\Receivable   (11,960)   (1,905)
Operating Lease Right-Of-Use Assets   867    3,190 
Operating Lease Obligations   (969)   (3,391)
Other Assets   5,606    (3,773)
Accounts Payable   (73,313)   (10,095)
Accrued Expenses   (512)   5,662 
Net Cash Provided by (Used in) Operating Activities   8,314    (83,643)
Cash Flows from Investing Activities:          
Cash Received for Business Acquisitions, Net of Cash Acquired   1     
Net Cash Provided by Investing Activities   1     
Cash Flows from Financing Activities:          
Payments on Financing Leases       (773)
Payments on Seller Notes       (3,750)
Payments on Revolving Credit Facility   (873,137)   (1,078,603)
Borrowings on Revolving Credit Facility   864,387    1,158,328 
Proceeds from Financing advancements       3,377 
Capital Contribution       2,518 
Net Cash (Used in) Provided by Financing Activities   (8,750)   81,097 
Net Decrease in Cash and Cash Equivalents   (435)   (2,546)
Cash, Beginning of the Period   1,469    4,028 
Cash, End of the Period  $1,034   $1,482 
Supplemental disclosure for Cash Flow Information          
Cash Paid for Interest  $10,128   $1,848 
Cash Paid for Income Taxes  $586   $2,692 
Supplemental Disclosure for Non-Cash Investing Activities          
Fixed Asset Financed with Debt  $8,252   $ 
Capital Contribution  $6,592   $ 

 

 

Exhibit 99.2

 

Alliance Entertainment Investor Presentation OTC:AENT May 22, 2023

Legal Disclaimer 2 This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purposes only . This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful . No representations or warranties, express or implied are given in, or in respect of, this Presentation . Although all information and opinions expressed in this Presentation, including industry and market data obtained from third - party industry publications and sources as well as from research reports prepared for other purposes, were obtained from sources believed to be reliable and are included in good faith, Alliance Entertainment Holding Corporation (“Alliance”) has not independently verified the information obtained from these sources and cannot assure you of the information’s accuracy or completeness . This information is subject to change . Some data are also based on the good faith estimates of Alliance, which are derived from their respective views of internal sources as well as the independent sources described above . Nothing herein should be construed as legal, financial, tax or other advice . You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein . The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs . Nothing contained herein shall be deemed a recommendation to any party to enter into any transaction or take any course of action . Forward Looking Statements Certain statements included in this Presentation that are not historical facts are forward - looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995 . Forward - looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters . These forward - looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity . These statements are based on various assumptions, whether identified in this Presentation, and on the current expectations of Alliance’s management and are not predictions of actual performance . These forward - looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability . Actual events and circumstances are difficult or impossible to predict and will differ from assumptions . Many actual events and circumstances are beyond the control of Alliance . These forward - looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions ; failure to realize the anticipated benefits of the recently completed business combination ; risks related to the rollout of Alliance’s business and the timing of expected business milestones ; the effects of competition on Alliance’s future business ; risks and failure by Alliance to meet the covenant requirements of its revolving credit facility, our ability to issue equity or equity - linked securities or obtain debt financing in the future, Alliance’s securities having been delisted from the NYSE American and not trading on a national securities exchange and the potential negative effect on the price and liquidity of Alliance’s securities and those factors discussed in Alliance’s Annual Report on Form 10 - K filed with the SEC on March 30 , 2023 under the heading “Risk Factors” and other documents filed with the SEC . Additional risks related to Alliance’s business in particular include, but are not limited to competition, the ability of Alliance to grow and manage growth profitably, the ability of Alliance to maintain relationships with customers and suppliers and retain key employees ; changes in the applicable laws or regulations ; the possibility that Alliance may be adversely affected by other economic, business, a material weakness in Alliance’s internal control over financial reporting, and/or competitive factors ; the impact of the global COVID - 19 pandemic . There may be additional risks and uncertainties that Alliance does not presently know or currently believes are immaterial that could cause actual results to differ from those contained in the forward - looking statements . Such risk factors also include, among others, future growth expectations and acquisitions ; specific economic conditions in the United States ; changes in laws and regulations ; potential liability from future litigation ; the diversion of management time on acquisitions and integration related issues ; modifications or adjustments to Alliance’s financial statements as a result of applicable securities laws ; and general economic conditions . Most of these factors are outside Alliance’s control and are difficult to predict .

Legal Disclaimer - Continued 3 Non - GAAP Financial Measures In addition to financial measures prepared in accordance with United States generally accepted accounting principles (“GAAP”) . s ome of the financial information and data contained in this Presentation, such as Adjusted EBITDA, EBITDA - CapEx and EV/EBITDA, has not been prepared in accordanc e with GAAP. Alliance believes these non - GAAP measures of financial results provide useful informant to management and investors regarding certain financial an d business trends relating to Alliance’s financial condition and results of operations. Alliance’s management uses these non - GAAP measures for trend analyses, for purposes of determining management incentive compensation, and for budgeting and planning purposes. Alliance believes that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluati ng operating results and trends in and in comparing Alliance’s financial measures with other similar companies, many of which present similar non - GAAP financial me asures to investors. Management does not consider these non - GAAP measures in isolation or as an alternative to financial measures determined in accor dance with GAAP. The principal limitation of these non - GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Alliance’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgme nts by management about which expense and income are excluded or included in determining these non - GAAP financial measures. Accordingly, our Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including companies in our industry, because other companies may calculate Adjusted EBITD A i n a different manner than we calculate this measure. In order to compensate for these limitations, management presents non - GAAP financial measures in connec tion with GAAP results. In evaluating Adjusted EBITDA and EBITDA, you should be aware that in the future we may or may not incur expenses similar to som e o f the adjustments we have reported. Our presentation of Adjusted EBITDA and EBITDA does not imply that our future results will be unaffected by these adj ustments or any unusual or non - recurring items. You should review Alliance’s audited financial statements, which have been included in the proxy statement/ pro spectus filed by Adara Acquisition Corp. with the SEC on December 12, 2022. Trademarks This Presentation contains trademarks, service marks, trade names, and copyrights of Alliance, and other companies, which are th e property of their respective owners. The use or display of third parties’ trademarks, service marks, trade name or products in this Presentation is not in ten ded to, and does not imply, a relationship with Alliance, or an endorsement of sponsorship by or of Alliance. Solely for convenience, the trademarks, servi ce marks and trade names referred to in this Presentation may appear with the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that Al liance will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trad e n ames. The information contained herein is as of May 22, 2023, and does not reflect any subsequent events.

Corporate Overview Alliance Entertainment is a premier distributor of music, movies, video games and consumer electronics 4 • Alliance Entertainment was initially capitalized with less than $200,000 and is now a worldwide distributor and retailer of physical exclusive and non - exclusive media of the biggest brands in the entertainment business without raising equity from outside investors • Alliance Entertainment has grown to over $1.4 billion in annual revenue and employs over 1,050 team members, ships to over 35,000 storefronts and distributes over 425,000 in stock SKUs to the largest retailers in the world • Trusted supplier for Walmart and a trusted omni channel supplier to Amazon, Best Buy, Costco, Target, Kohl’s, BJ’s, Meijer, and Barnes & Noble. • Continued growth and acquisitions to expand selection and gain market share, enter new markets and continue diversification while maintaining fiscal responsibility “Our vision is simple: be the best in class with service, selection and technology. By being the leader, that will create more growth and opportunities for our vendors, customers, and Alliance.” OTC: AENT Share Price 1 $3.29 Market Cap 1 $162M FY 2022 Revenue 2 $1,417M FY 2022 Adj. EBITDA 2 $60M Cash & Cash Equivalents 2 $1.37M Shares Outstanding 3 49M Public Float 1 1.06M Headquarters Plantation, FL Employees 1,050+ 1. As of May 19, 2023. 2. As of June 30, 2022. A reconciliation of Adjusted EBITDA to GAAP Net Income is provided on Exhibit 1. 3. See slide 16.

Direct - to - Consumer (DTC) & eCommerce Alliance is a $1.4 Billion leading Direct - to - Consumer (DTC) and eCommerce provider for the entertainment industry We are the gateway between brands and retailers 5

Expansion Plans Alliance continues to expand and diversify by adding brands, product categories, and retail partnerships Alliance is the conduit for leading brands to reach Alliance’s current customer base, while helping omni - channel retailers expand their product selection and fulfillment goals. Alliance is the retailers’ back office for in store and eCommerce solutions. All Electronic Data Interchange and logistics are operational and ready for existing retail channels to add new products. Alliance’s goal has always been to provide all the meta - data of content & images, service, selection, and purchasing to omni - channel retailers to expand their selection to compete with the leading on - line retailer. Acquire & Consolidate Synergize Create Value 6

Growth History 2013 Music & Video Distribution • Super D acquires Alliance Entertainment becoming the largest music and video distributor • The first major step in consolidating the 3 main packaged media categories. Super D rebrands to Alliance Entertainment post acquisition 2016 Music & VMI • AN Connect Acquisition • Walmart & Best Buy accounts added • Vendor Managed Inventory system and software systems acquired, providing Alliance with a critical addition to its service offering 2018 Gaming • Mecca Acquisition • Microsoft, Sony, and Nintendo suppliers added • Alliance enters the gaming space, expanding its already diverse physical media product offering 2018 Video Exclusive Distribution • Distribution Solutions Acquisition • Walmart, Amazon, Target, and Best Buy Video Movie Supplier Numbers added • 20 exclusive video distribution studios acquired 2020 Gaming • COKeM Acquisition • Walmart, Best Buy, Target, GameStop, Kohls, and Costco accounts added • Alliances adds the leading gaming distributor with significant store and DTC sales 2022 Toys & Collectibles • Think 3Fold Acquisition • Walmart expansion • Alliance adds collectible toys with 4 feet of shelf space in 3,900 Walmart stores 2023 Public Listing • Adara Acquisition Corp. • Alliance consummates merger with Adara and De - SPACs to become publicly traded company 7

Alliance Strategic Priorities INCREASE MARKET SHARE Expanding its existing product and service offerings and executing its acquisition strategy will drive Alliance’s efforts toward increasing market share. ENHANCE DTC RELATIONSHIPS & CAPABILITIES Alliance’s DTC services are in greater demand as consumer preferences shift and stress retailers' eCommerce and DTC capabilities. Enhancing DTC relationships will grow existing revenue lines and improving capabilities will generate a more attractive overall service offering. EXECUTE ACQUISITION STRATEGY Alliance has a proven track record of successfully acquiring and integrating competitors and complementary businesses. Executive Chairman Bruce Ogilvie and Chief Executive Officer Jeff Walker have acquired over a dozen companies in the last 20 years including Alliance Entertainment, AN Connect, Mecca Electronics, Distribution Solutions, CokeM, and Think3Fold. EXPAND INTO NEW CONSUMER PRODUCTS Leveraging existing relationships, Alliance can expand into new consumer product segments, growing its product offering and providing more to its existing customer base while attracting new customers in the process. TECHNOLOGICAL ADVANCEMENT Alliance will further invest in automating facilities and upgrading proprietary software. 8

SERVICE Product and eCommerce distribution and inventory solutions TECHNOLOGY State - of - the art systems and facilities SELECTION One of the largest physical media and entertainment product distributors Alliance provides traditional retailers with world class eCommerce abilities, leveling the playing field Alliance has specialized in providing superior: 9

MERCHANDISING SERVICES & IN - STORE OPERATIONS INVENTORY & PRODUCT PLACEMENT OMNI - CHANNEL STRATEGY SUPPORT AUTOMATED DTC PROCESS INVENTORY & CATEGORY MANAGEMENT SYSTEMS Alliance provides efficient, Omni - Channel expansion solutions for retailers eCommerce & DTC Vendor Managed Inventory Alliance provides a full, enterprise - level infrastructure and drop ships orders directly to consumers on behalf of its customers . The entire ordering, confirmation and invoicing process is automated . The functionality allows customers to focus on sales while Alliance performs all stocking, warehousing and shipping functions . END - TO - END ECOMMERCE SOLUTION Alliance is a leader in vendor managed inventory solutions providing solutions tailored to customers to support their inventory needs . These value - add services provide a highly technical, critical business function for partners . Service 10

Alliance consolidates and distributes a vast portfolio of entertainment products, while its proprietary database powers retailers’ online music and gaming offerings Gaming Products DVD & Blu - Ray CD Consumer Products Currently over 425,000 SKUs in stock Selection Vinyl Retro Arcades 11

AutoStore Automated Storage & Retrieval System Alliance completed installing an AutoStore Automated Storage & Retrieval System for its Shepherdsville warehouse as of January 2023 . This system is expected to dramatically improve Alliance’s warehouse operations, allowing the Company to achieve increased levels of speed, reliability, capacity, and precision, resulting in significant cost savings. With a 22,200 sqft. footprint and 52,325 total bins, the AutoStore system can hold up to 66 lbs. of product per bin. Each bin allows for up to 8 unique SKUs. Working in combination with current pallet picking and case picking out of the warehouse’s mezzanine, the AutoStore system is projected to have a pick rate of 2,000 lines per hour across 7 picking ports. Increased Storage Capacity 24/7 Access Improved Energy Efficiency Drive Future Savings Alliance is investing in enhancements to its automated handling equipment capable of reducing shipping times, streamlining order processing, and improving overall warehouse management . Technology Click Icon Below For Video 12

Shakopee, MN 220K Sqft Facility Shepherdsville, KY 873K Sqft Facility Distribution Center • Shepherdsville, KY • Shakopee, MN • Dallas, TX • Los Angeles, CA • Charlotte, NC Offices • Bentonville, AR • Itasca, IL • Irvine, CA • Sacramento, CA • EI Segundo, CA • Minneapolis, MN • Shepherdsville, KY • Sunrise, FL Strategically Located Operations Through its highly skilled workforce and tech enabled facilities, Alliance has established a strong fulfillment and distribution infrastructure that allows Alliance to achieve industry leading speed and accuracy metrics. Click Icons for Videos 13

FY19 FY20 FY21 FY22 9 Months Ended 03-31-2023 2 FY19 FY20 FY21 FY22 9 Months Ended 03-31-2023 $(21) REVENUE ($ in millions, Fiscal Year Ended 6/30) ADJUSTED EBITDA ($ in millions, Fiscal Year Ended 6/30) $747 $776 $1,324 $1,417 $25 $33 $69 $60 ADJUSTED EBITDA MARGIN 3.3% 4.2% 5.2% 4.2% Financial Summary GROWING REVENUES $1.4 BILLION FY 2022 Alliance has grown revenues by expanding its customer base and product offering, and through several successful acquisitions. STRONG EBITDA PROFILE $60+ MILLION ADJUSTED EBITDA FY 2022 Alliance has driven margin expansion since inception through effective cost control measures and successful acquisition integrations. MATURE REVENUE BASE FORTUNE 100 CUSTOMERS Alliance has developed years - long relationships as the gateway between the world’s biggest brands in the entertainment business, including Microsoft, Sony Pictures, The Walt Disney Studios, Universal Music Group and Warner Bros., and a strong customer base that includes Fortune 100 retailers such as Amazon, Best Buy, Costco, Target and Walmart. LEADER IN THE SPACE INTERNATIONAL FOOTPRINT Alliance is a premier international distributor of music, movies, video games and consumer electronics, ships to over 35,000 storefronts and distributes over 425,000 in stock SKUs across North America to the largest retailers in the world. 1. A reconciliation of Adjusted EBITDA to GAAP Net Income is provided on Exhibit 1. 2. Adjusted EBITDA for the 9 months ended March 31, 2023, includes excessive transportation costs, markdowns and other arcade related costs of $35.1M outlined on slide 18. 1 14 - 2.3% $912

470,000 Capitalization Table 1 Alliance Entertainment Management & Directors own 97% of outstanding common shares 15 Class A Common Shares Warrants (Exercise Price: $11.50) Equity Incentive Plan Shares 2 49,167,170 9,920,000 1. Does not include up to 60 million shares of contingent common stock which automatically convert into shares of Class A common in three equal tranches when the price of the Class A common stock reaches $ 20 , $ 30 and $ 50 per share, and under a variety of conditions within 5 , 7 and 10 years . 2. Represents restricted stock awards expected to be granted . Does not include an additional 130 , 000 shares of Class A common stock available for grant under Alliance’s equity inventive plan .

Sales by Configuration 16 (In Thousands) Sales by Configuration 9 Months Ended 03 - 31 - 2023 Fiscal Year Ended 06 - 30 - 2022 Fiscal Year Ended 06 - 30 - 2021 Fiscal Year Ended 06 - 30 - 2020 Gaming $333,046 36.5% $557,658 39.3% $497,817 37.6% $108,735 14.0% Vinyl $241,518 26.5% $329,202 23.2% $288,326 21.8% $158,633 20.5% DVD/Blu - ray/UltraHD $ 145,900 16.1% $272,921 19.3% $300,522 22.7% $283,371 36.5% CD $91,476 10.0% $151,583 10.7% $148,263 11.2% $164,728 21.2% Collectibles & Consumer Products $64,872 7.1% $57,980 4.1% $40,729 3.1% $17,591 2.3% Freight $16,501 1.8% $21,682 1.5% $22,260 1.7% $19,138 2.5% Exclusive Distribution Fees $11,900 1.3% $17,874 1.3% $17,460 1.3% $17,430 2.2% Digital Delivery $6,378 0.7% $8,476 0.6% $8,191 0.6% $5,967 0.8% Grand Total $911,590 100.0% $1,417,377 100.0% $1,323,567 100.0% $775,596 100.0% $- $50,000 $100,000 $150,000 $200,000 $250,000 $300,000 $350,000 $400,000 $450,000 $500,000 $550,000 $600,000 9 Months Ended 03-31-2023 Fiscal Year Ended 06-30-2022 Fiscal Year Ended 06-30-2021 Fiscal Year Ended 03-30-2020 In Thousands Gaming Vinyl DVD/Blu-ray/UltraHD CD Collectibles & Consumer Products Freight Exclusive Distribution Fees Digital Delivery

9 Months Ended Fiscal Year 03 - 31 - 2023 06 - 30 - 2022 06 - 30 - 2021 06 - 30 - 2020 06 - 30 - 2019 Revenue $911,590 $1,417,377 $1,323,567 $775,596 $746,529 YoY Revenue Growth % 7.1% 70.7% 3.9% Cost of Goods Sold 837,897 1,234,995 1,140,885 656,485 637,970 Gross Profit $73,691 $182,382 $182,682 $119,111 $108,559 Gross Profit % 8.1% 12.9% 13.8% 15.4% 14.5% Operating Expenses: Distribution and Fulfilment Expense 50,153 64,260 56,885 35,877 37,121 Selling, General and Administrative 44,559 58,110 57,249 50,007 46,929 Total Operating Expenses 94,712 122,370 114,134 85,884 84,050 10.4% 8.6% 8.6% 11.1% 11.3% Non - Operating Expenses: Depreciation 1,803 3,097 5,623 7,124 6,232 Amortization 3,042 5,162 5,772 8,660 7,851 Interest Expense 9,105 4,056 2,938 3,524 6,850 IC - DISC Commissions 2,833 9,907 5,394 8,182 7,050 Income Taxes (Benefits) (11,380) 9,423 10,791 376 2,415 Gain/Loss on Disposal of PPE (3) - 87 - - Mergers & Acquisition Fees 4,355 (251) 3,509 - 4 Total Non - Operating Expenses 9,755 31,394 34,370 27,866 30,402 1.1% 2.2% 2.6% 3.6% 4.1% Adjusted EBITDA $(21,019) $60,018 $68,564 $32,909 $24,541 Adjusted EBITDA % - 2.3% 4.2% 5.2% 4.2% 3.3% Adjusted EBITDA for the nine months ended March 31, 2023, includes the following costs: Excessive International Transportation Costs (Units Sold) 8,241 Excessive International Transportation Costs (On Hand) 7,100 Markdown for Arcades Sold 12,156 Incremental Storage Fees Arcades 3,950 Consumer Products Inventory Reserve 3,700 Total $35,147 17 Income Statement ($ in 000’s) 1. A reconciliation of Adjusted EBITDA to GAAP Net Income is provided on Exhibit 1. 1

Unaudited As of 03 - 31 - 2023 Audited As of 06 - 30 - 2022 Audited As of 06 - 30 - 2021 ASSETS Cash and Equivalents. 1,034 1,469 4,028 Accounts Receivable - Trade 79,445 98,699 111,332 Inventory 163,057 249,439 141,661 Other Current Assets 7,852 9,373 8,763 Net PP&E & Operating Lease Right - OF - Use Assets 18,759 11,644 18,988 Net Intangible Assets 24,754 18,764 23,927 Net Goodwill 87,151 79,903 79,903 Total Other Assets 6,174 3,748 361 Total Assets $388,225 $473,039 $388,963 LIABILITIES Accounts Payable & Accrued Expenses 159,585 209,760 227,887 Line of Credit 127,343 135,968 53,580 Other Current Liabilities 6,616 4,871 10,719 Non - Current Liabilities 10,722 13,512 16,475 Total Liabilities 304,266 364,111 308,661 EQUITY 83,959 108,928 80,302 Total Liabilities and Equity $388,225 $473,039 $388,963 ($ in 000’s) Balance Sheet 18

ENVIRONMENTAL INITIATIVES Alliance has introduced eco - friendly CDF packaging, implemented paperless pick, pack and ship processes, and plans to reduce emissions with its new AutoStore ASRS system. DIVERSITY & INCLUSION EFFORTS Creating and sustaining a diverse and inclusive working environment is a critical component of Alliance’s core values. DEDICATION TO SAFETY Workplace safety is a priority for Alliance having implemented numerous measures to minimize accidents within the workplace. Project Gigaton Alliance participates in Walmart’s Project Gigaton. This project seeks to remove one billion metric tons (a gigaton) of greenhouse gases from the global value chain by 2030. Click the icon for more information. ESG Initiatives Alliance continues to evolve, expanding the efficiency and environmental efficacy of its operations through a number of ESG efforts 19

BRUCE OGILVIE Executive Chairman Bruce has spent his entire career in the entertainment distribution industry starting with the founding of Abbey Road Distributors in 1980 . Over the next 14 years, Bruce led Abbey Road’s growth to over $ 94 million in sales and successfully sold the business in 1994 . In 1995 , Bruce was awarded E&Y’s Distribution Entrepreneur of the Year Award for his work with Abbey Road . Armed with start - up experience, a successful exit, and street - level distribution knowledge, in 1996 , Bruce was selected by a bank group to turn around the 600 - store chain, Wherehouse Records . Under Bruce’s leadership Wherehouse emerged from bankruptcy within nine months and was sold to Cerberus Capital . Following his success with Wherehouse Records, Bruce bought a one - third interest in Super D in 2001 and assumed the role as CEO, joining with founders Jeff Walker and David Hurwitz . Bruce became the Chairman in 2013 after the merger of Super D and Alliance Entertainment . Tom Finke Director, Chair of Compensation, Audit, and Nominating and Corporate Governance Committees Tom has served as a director of Invesco Ltd . (NYSE : IVZ) since December 3 , 2020 . Mr . Finke served as Chairman of Adara Acquisition Corp . from its inception in August 2020 and as its Chief Executive Officer from June 2022 , in each case until its business combination with Alliance . Prior to joining the Board of Invesco, Mr . Finke was the Chairman and CEO of Barings LLC from 2016 - 2020 , and Chairman and CEO of Babson Capital Management, LLC from 2008 - 2016 . Mr . Finke also served as the Executive Vice President and Chief Investment Officer of MassMutual Life from 2008 - 2011 . Mr . Finke earned a Master of Business Administration degree from Duke University’s Fuqua School of Business in 1991 , and a Bachelor’s of Science degree from the University of Virginia’s McIntire School of Commerce in 1986 . In addition to his distinguished professional career, Mr . Finke is a Trustee of Davidson College, a member of the Board of Visitors of the Fuqua School of Business, Chairman of the Board of Charlotte Center City Partners, a member of the Board of Directors of the National Math & Science Initiative, and a member of the Investment Committee of the Roman Catholic Diocese of Charlotte . Alliance Leadership Team 20 JEFF WALKER Chief Executive Officer, Director After earning a degree in Economics from UC Irvine, Jeff Walker and David Hurwitz founded the CD Listening Bar in 1990 , a retail music store . A few years later, Jeff and David started wholesaling CDs from the back of the store, beginning the journey to create Super D, a music wholesaler founded in 1995 . In 2001 , Jeff and David Hurwitz sold a third of Super D to Bruce Ogilvie . Over the next decade, Bruce and Jeff continued to grow Super D’s presence in the music wholesaling space, culminating with the acquisition of Alliance Entertainment in 2013 . Upon the closing of the Alliance acquisition, Jeff became the CEO of the combined company . In 2015 , Jeff was awarded E&Y’s Distribution Entrepreneur of the Year award in Orange County . Tom Donaldson Director, Compensation, Audit, and Nominating and Corporate Governance Committees Tom is the Founder and Managing Partner of Blystone & Donaldson, a Charlotte, NC - based investment firm that focuses on middle - market companies . Mr . Donaldson was a director of Adara Acquisition Corp . from its inception in August 2020 through its business combination in February 2023 . Prior to Blystone & Donaldson, Mr . Donaldson served as an executive at Investors Management Corporation (“IMC”) where he focused on investment decisions, managing risk and developing relationships with companies of interest . Prior to IMC, he served as a Partner of Morehead Capital Management, LLC (“Morehead”) before it was merged into IMC in 2016 . Prior to Morehead, he practiced law as an associate and then a Partner at McGuireWoods LLP where he represented private funds and their portfolio companies in corporate governance, structuring and financing transactions and operating businesses in a wide variety of industries . Mr . Donaldson received his Master of Business Administration degree and Juris Doctor degree from Villanova University . He earned his undergraduate degree in Political Science from North Carolina State University . Teri Wielenga Director, Chair of Audit Committee Teri is a senior global finance executive, board director, and advisor with more than 30 years of experience at complex, highly regulated Fortune 500 companies and a Big Four accounting firm . She has led global tax policy and strategy for Gilead Sciences (Nasdaq : GILD) . She currently serves as board director, secretary, treasurer for The Gilead Foundation, and also currently serves as audit committee chair for the Arc Research Institute . Teri managed rapid global growth as the Senior Vice President of Tax for Allergan (NYSE : AGN) . She also previously served as board director, chief financial officer of the Allergan Foundation and served as a board director for multiple Allergan subsidiaries in Ireland, Japan, and Bermuda . Chris Nagelson Director, Compensation, and Nominating and Corporate Governance Committees Chris was the Vice President, DMM for Walmart, Inc . in Bentonville, AR . During that period, he was responsible for providing the strategic direction for the department that delivered market share growth as well as supported the overall corporate strategy . Chris also identified and established key performance indicators to improve team efficiencies and sales strategies and led a broad, cross - functional team in strategic executive - level planning . From June 1997 to February 2005 , Chris was the Divisional Merchandise Manager for American Eagle Outfitters, Inc . , based in Pittsburgh, PA . John Kutch CFO, Director John been Alliance’s Chief Financial Officer since February 2018 . From October 2014 to March 2017 , John was Vice President of Finance   —   US Operations for Metalsa, a metals supplier to the automotive manufacturing industry . For the ten years prior, he was employed by Amazon as a Senior Manager   — Senior Regional Controller . John received a bachelor’s degree from Washington State University majoring in Management Information Systems, and a Master of Business Administration from Carnegie Mellon University   —   Tepper School of Business . Senior Management : Board of Directors :

Recent News 21 News Releases • Alliance Entertainment Announces Highest Physcial Vinyl Album Sales for Record Store Day Event - Apr 26, 2023 • Alliance Entertainment’s AMPED Distribution Celebrates 10 Years of Business with Impressive Wins at The Grammy Awards TM and Billboard Charts Dominance TM - Mar 9, 2023 • Alliance Entertainment Completes Business Combination with Adara Acquisition Corp. - Feb 10, 2023 • Alliance Entertainment’s Mill Creek Entertainment Announces New Home Entertainment Licensing Agreement with The Walt Disney Company – Jan 30, 2023 • Alliance Entertainment’s AMPED Distribution Brings Home 26 Grammy Nominations Across Its Family of Independent Labels – Jan 27, 2023 • Alliance Entertainment’s Distribution Solutions Announces Partnership Extension with the Criterion Collection – Jan 18, 2023 • Alliance Entertainment Automates 873,000 Sq Ft Kentucky Warehouse with AutoStore Œ Storage and Retrieval Technology – Jan 5, 2023 • Alliance Entertainment Announces its Latest Exclusive, Funko® Funko Pop! Rocks: Iron Maiden – Eddie “Glow in the Dark” Set – Nov 18, 2022 • Alliance Entertainment’s Mill Creek Entertainment Announces Licensing Deal with The Nacelle Company – Oct 18, 2023

Contact Investor Relations Chris Tyson/Larry Holub MZ Group ( 949 ) 491 - 8235 AENT@mzgroup . us www.aent.com 22

Appendix 23

Exhibit 1 Reconciliation of Adjusted EBITDA to GAAP Net Income 9 Months Ended Fiscal Year 03 - 31 - 2023 06 - 30 - 2022 06 - 30 - 2021 06 - 30 - 2020 06 - 30 - 2019 Operating Earnings Before Depreciation, Amortization & Arcade Adjustment $(21,019) $60,012 $68,548 $33,227 $24,509 Net Income/(Loss) Per GAAP $(30,774) $28,619 $34,178 $5,361 $(5,894) Adj. EBITDA Calculation: Net Income/Loss per GAAP (30,774) 28,619 34,178 5,361 (5,894) Depreciation 1,802 3,097 5,623 7,124 6,232 Amortization 3,042 5,162 6,028 8,660 7,851 Interest Expense 9,105 4,056 2,938 3,524 6,850 IC - DISC Commissions 2,833 9,907 5,394 8,182 7,050 Income Taxes (Benefits) (11,380) 9,423 10,791 376 2,415 Gain/Loss Disposal of PPE & FX Currency (3) 7 102 (318) 33 Mergers & Acquisition Fees 4,355 (251) 3,509 - 4 Adjusted EBITDA $(21,019) $60,018 $68,564 $32,909 $24,541 Adjusted EBITDA % - 2.3% 4.2% 5.2% 4.2% 3.3% Adjusted EBITDA for the nine months ended March 31, 2023, includes the following costs: Excessive International Transportation Costs (Units Sold) 8,241 Excessive International Transportation Costs (On Hand) 7,100 Markdown for Arcades Sold 12,156 Incremental Storage Fees Arcades 3,950 Consumer Products Inventory Reserve 3,700 Total 35,147 24 ($ in 000’s )

9 Months Ended 03 - 31 - 2023 Year Ended 6 - 30 - 2022 Year Ended 6 - 30 - 2021 Year Ended 6 - 30 - 2020 Year Ended 6 - 30 - 2019 Cash Flows from Operating Activities Net Income (Loss) $(30,774) $28,619 $34,178 $5,361 $(5,894) Adjustments to Reconcile Net Income Net Cash provided by (Used In) Operating Activities Inventory Write - Down 10,800 - - - - Depreciation of Property and Equipment 1,804 3,096 5,623 7,124 6,232 Amortization of Intangible Assets 3,041 5,162 5,772 8,660 7,851 Amortization of Deferred Financing Costs (Included in Interest) 125 166 334 358 358 Payment - in - Kind, Interest - - - - 2,600 Bad Debt Expense 330 496 225 155 (188) Deferred Income Taxes - (1,177) 1,543 1,286 2,195 (Gain) Loss on Disposal of Fixed Assets (3) - 87 - - Changes in Assets and Liabilities, Net of Acquisitions Trade Receivables 22,213 12,138 8,053 13,684 (8,988) Related Party Receivable 245 1,231 157 (1,633) - Inventory 80,014 (107,778) (8,617) 35,821 2,989 Income Taxes Payable/Receivable (11,960) (1,867) 4,453 (1,187) 1,733 Operating Lease Right - Of - Use Assets 867 4,299 (817) 3,137 (14,979) Operating Lease Obligations (969) (4,583) 664 (3,284) 16,518 Other Assets 5,606 (5,230) 1,980 3,228 1,087 Accounts Payable (73,313) (16,146) 18,686 (38,761) (14,136) Accrued Expenses (512) (1,980) 2,395 (6,560) (2,602) Net Cash Provided by (Used in) Operating Activities $8,314 $(83,554) $74,718 $27,391 $(5,224) Exhibit 2 Consolidated Statement of Cash Flows ($ in 000’s ) 25