DBGI 8-K
Digital Brands Group, Inc. (DBGI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02. Results of Operations and Financial Condition.
On August 19, 2024, Digital Brands Group, Inc., a Delaware corporation (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2024. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in any website is not a part of this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02, including Exhibit 99.1, 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 subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release of the Company dated August 19, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| DIGITAL BRANDS GROUP, INC. | ||
| Dated: August 19, 2024 | By: | /s/ John Hilburn Davis IV |
| Name: | John Hilburn Davis IV | |
| Title: | President and Chief Executive Officer | |
Exhibit 99.1
Digital Brands Group Reports Second Quarter 2024 Financial Results
Austin, TX— 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, 2024.
“The company paid off over $5.0 million in debt and other liabilities during the first half of this year. The Company also lowered its G&A expenses by $4.5 million during the same period. Based on conversations with strategic partners, we believe cleaning up the balance sheet creates more interest, especially coupled with significantly lower operating expenses,” said Hil Davis, CEO of Digital Brands Group.
Davis continued, “We believe the softer consumer environment will improve. At that time, we believe the Company will be in a much better position to leverage any growth spend, especially given the lower operating expenses and significantly lower interest expense. To that point, we have recently turned back on digital advertising and are experiencing a 2.6x to 2.9x ROAS.”
Results for the First Quarter
| ● | Net revenues were $3.4 million compared to $4.5 million a year ago |
| ○ | Net revenues were negatively impacted by no digital advertising spend, which resulted in limited e-commerce revenue | |
| ○ | The Company prioritized paying off over $5.0 million in debt and other liabilities during the first half of 2024 |
| ● | Gross profit margins were 45.9% compared to 52.0% a year ago |
| ○ | Gross profit margins were negatively impacted by lower digital revenue associated with no digital advertising revenue in the quarter | |
| ○ | Gross profit was $1.6 million compared to $2.3 million a year ago |
| ● | G&A expenses decreased $1.1 million to $2.9 million compared to $4.1 million a year ago |
| ○ | G&A included $1.8 million in non-cash expenses primarily associated with D&A |
| ● | Sales & Marketing expenses were $615,000 compared to $1.1 million a year ago |
| ○ | Sales and marketing expenses ratio was 18.1% compared to 24.4% a year ago | |
| ○ | As noted above, the Company dd not spend any capital on digital advertising |
| ● | Net loss was $3.5 million compared to a net loss of $5.7 million a year ago, which excludes a one-time non-cash benefit of $10.7 million a year ago |
| ○ | Including this benefit, net income was $5.0 million a year ago |
| ● | Net loss per diluted share was $2.08 per diluted share compared to a net income per diluted share of $0.31 a year ago, which included the $10.7 million benefit a year ago |
Conference Call and Webcast Details Updated
Management will host a conference call on Monday, August 19, 2024 at 5:00 p.m. ET to discuss the results. The live conference call can be accessed by dialing 888-506-0062 from the U.S. or internationally. The conference I.D. code is 393166 or referencing Digital Brands or via the web by using the following link: https://www.webcaster4.com/Webcast/Page/3044/51112
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 | Six Month Ended June, 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Net revenues | $ | 3,396,069 | $ | 4,493,424 | 6,972,656 | $ | 8,869,803 | |||||||||
| Cost of net revenues | 1,837,392 | 2,157,349 | 3,693,243 | 4,540,488 | ||||||||||||
| Gross profit | 1,558,677 | 2,336,075 | 3,279,413 | 4,329,315 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | 2,946,688 | 4,074,051 | 3,918,420 | 8,380,063 | ||||||||||||
| Sales and marketing | 615,190 | 1,097,326 | 1,323,340 | 2,036,677 | ||||||||||||
| Distribution | 299,034 | 242,214 | 564,533 | 512,399 | ||||||||||||
| Change in fair value of contingent considerartion | - | (10,698,475 | ) | - | (10,698,475 | ) | ||||||||||
| Total operating expenses | 3,860,912 | (5,284,884 | ) | 5,806,293 | 230,664 | |||||||||||
| Income (loss) from operations | (2,302,235 | ) | 7,620,959 | (2,526,880 | ) | 4,098,651 | ||||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | (1,239,624 | ) | (1,086,888 | ) | (1,744,615 | ) | (2,951,487 | ) | ||||||||
| Other non-operating income (expenses) | 31,379 | 2,240 | 77,280 | (676,749 | ) | |||||||||||
| Total other income (expense), net | (1,208,245 | ) | (1,084,648 | ) | (1,667,335 | ) | (3,628,236 | ) | ||||||||
| Income tax benefit (provision) | - | - | - | - | ||||||||||||
| Net income (loss) from continuing operations | (3,510,481 | ) | 6,536,311 | (4,194,216 | ) | 470,415 | ||||||||||
| Income from discontinued operations, net of tax | - | (1,492,050 | ) | - | (1,562,503 | ) | ||||||||||
| Net income (loss) | $ | (3,510,481 | ) | $ | 5,044,261 | (4,194,216 | ) | $ | (1,092,088 | ) | ||||||
| Weighted average common shares outstanding - | ||||||||||||||||
| Basic | 1,684,801 | 6,170,227 | 1,703,645 | 5,920,596 | ||||||||||||
| Dilluted | 1,684,801 | 20,865,111 | 1,703,645 | 20,615,480 | ||||||||||||
| Net loss per common share - basic | $ | (2.08 | ) | $ | 1.06 | $ | (2.46 | ) | $ | 0.08 | ||||||
| Net loss per common share -dilluted | $ | (2.08 | ) | $ | 0.31 | $ | (2.46 | ) | $ | 0.02 | ||||||
The accompanying notes are an integral part of these financial statements.
DIGITAL BRANDS GROUP, INC
STATEMENTS OF CASH FLOW
| Six Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (4,194,216 | ) | $ | (1,092,088 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 1,439,094 | 1,765,619 | ||||||
| Amortization of loan discount and fees | 1,582,887 | 1,611,433 | ||||||
| Loss on extinguishment of debt | - | 689,100 | ||||||
| Loss on dsisposition of bussiness | - | 1,523,940 | ||||||
| Stock-based compensation | 168,200 | 207,094 | ||||||
| Shares issued for services | 224,265 | 499,338 | ||||||
| Change in credit reserve | (151,611 | ) | 344,140 | |||||
| Change in fair value of contigent consideration | - | (10,698,475 | ) | |||||
| Discontinued operation | - | 7,666 | ||||||
| Non-cash lease expense | 530,312 | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | (210,819 | ) | 375,685 | |||||
| Due from factor | (253,342 | ) | (96,955 | ) | ||||
| Inventory | (211,846 | ) | 454,011 | |||||
| Prepaid expenses and other current assets | (101,289 | ) | (44,213 | ) | ||||
| Accounts payable | (1,419,297 | ) | 92,494 | |||||
| Accrued expenses and other liabilities | - | 1,346,068 | ||||||
| Deferred revenue | - | (183,782 | ) | |||||
| Accrued interest payable | 196,601 | 217,479 | ||||||
| Due to RP | 26,909 | |||||||
| Lease liabilities | (377,500 | ) | - | |||||
| Net cash used in operating activities | (2,751,651 | ) | (2,981,446 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Cash disposed | - | (18,192 | ) | |||||
| Purchase of property, equipment and software | (23,800 | ) | (27,855 | ) | ||||
| Deposits | (77,280 | ) | 87,378 | |||||
| Net cash provided by (used in) investing activities | (101,080 | ) | 41,331 | |||||
| Cash flows from financing activities: | ||||||||
| Repayments from related party advances | (57,427 | ) | ||||||
| Advances from factor | - | 154,073 | ||||||
| Issuance of loans and note payable | 490,977 | 4,194,799 | ||||||
| Repayments of convertible notes and loan payable | (2,179,906 | ) | (6,604,552 | ) | ||||
| Insurance for common stock for cash | 4,613,681 | |||||||
| Issuance of common stock in public offering | - | 5,000,003 | ||||||
| Offering costs | - | (686,927 | ) | |||||
| Net cash provided by financing activities | 2,924,752 | 1,999,969 | ||||||
| Net change in cash and cash equivalents | 72,021 | (940,146 | ) | |||||
| Cash and cash equivalents at beginning of period | 20,773 | 1,275,616 | ||||||
| Cash and cash equivalents at end of period | $ | 92,794 | $ | 335,470 | ||||
The accompanying notes are an integral part of these financial statements.
DIGITAL BRANDS GROUP, INC
STATEMENT OF BALANCE SHEETS
| June 30, 2024 | December 31, 2023 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 92,794 | $ | 20,773 | ||||
| Accounts receivable, net | 285,652 | 74,833 | ||||||
| Due from factor, net | 742,764 | 337,811 | ||||||
| Inventory | 5,061,446 | 4,849,600 | ||||||
| Prepaid expenses and other current assets | 377,959 | 276,670 | ||||||
| Total current assets | 6,560,615 | 5,559,687 | ||||||
| Property, equipment and software, net | 79,309 | 55,509 | ||||||
| Goodwill | 8,973,501 | 8,973,501 | ||||||
| Intangible assets, net | 8,543,123 | 9,982,217 | ||||||
| Deposits | 152,711 | 75,431 | ||||||
| Right of use asset | 633,755 | 689,688 | ||||||
| Total assets | $ | 24,943,014 | $ | 25,336,033 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 6,119,604 | $ | 7,538,902 | ||||
| Accrued expenses and other liabilities | 4,957,132 | 4,758,492 | ||||||
| Due to related parties | 426,921 | 400,012 | ||||||
| Convertible note payable, net | 100,000 | 100,000 | ||||||
| Accrued interest payable | 1,944,362 | 1,996,753 | ||||||
| Loan payable, current | 2,110,188 | 2,325,842 | ||||||
| Promissory note payable, net | 4,730,740 | 4,884,592 | ||||||
| Right of use liability, current portion | 1,031,261 | 1,210,814 | ||||||
| Total current liabilities | 21,420,208 | 23,215,407 | ||||||
| Loan payable | 150,000 | 150,000 | ||||||
| Right of use liability, non current portion | 276,432 | - | ||||||
| Deferred tax liability | 368,034 | 368,034 | ||||||
| Total liabilities | 22,214,674 | 23,733,441 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Undesignated preferred stock, $0.0001 par, 10,000,000 shares authorized, 0 shares issued and outstanding as of both June 30, 2024 and December 31, 2023 | - | |||||||
| Series A convertible preferred stock, $0.0001 par, 6,300 shares designated, 6,300 shares issued and outstanding as of both June 30, 2024 and December 31, 2023 | 1 | 1 | ||||||
| Series C convertible preferred stock, $0.0001 par, 1,744 and 4,786 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 1 | 1 | ||||||
| Common stock, $0.0001 par, 1,000,000,000 shares authorized, 2,282,332 and 1,114,359 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 226 | 110 | ||||||
| Additional paid-in capital | 120,916,777 | 115,596,929 | ||||||
| Accumulated deficit | (118,188,665 | ) | (113,994,449 | ) | ||||
| Total stockholders’ equity | 2,728,340 | 1,602,592 | ||||||
| Total liabilities and stockholders’ equity | $ | 24,943,014 | $ | 25,336,033 | ||||
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. 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.
Digital Brands Group, Inc. Company Contact
Hil Davis, CEO
Email: [email protected]
Phone: (800) 593-1047
SOURCE Digital Brands Group, Inc.
Related Links
https://www.digitalbrandsgroup.co
https://ir.digitalbrandsgroup.co