UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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TABLE OF CONTENTS
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
All statements in this report that address events, developments or results that we expect or anticipate may occur in the future are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “project,” “forecast,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “seeks,” “scheduled,” or “will,” and similar expressions are intended to identify forward-looking statements. These statements relate to future periods, future events or our future operating or financial plans or performance, are made on the basis of management’s current views and assumptions with respect to future events, including management’s current views regarding the likely impacts of the COVID-19 pandemic. Any forward-looking statement is not a guarantee of future performance and actual results could differ materially from those contained in the forward-looking statement. We operate in a changing environment where new risks emerge from time to time and it is not possible for us to predict all risks that may affect us, particularly those associated with the COVID-19 pandemic, which has had wide-ranging and continually evolving effects. The forward-looking statements, as well as our prospects as a whole, are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. These risks and uncertainties include, without limitation:
| ● | our ability to recognize the anticipated benefits of the Business Combination (as defined below), including with respect to financial and business performance, and our ability to produce accurate projections and metrics related thereto, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably; | |
| ● | costs related to operating as a public company; | |
| ● | difficulties in managing our international business operations, particularly in the Ukraine, including with respect to enforcing the terms of our agreements with our contractors and managing increasing costs of operations; | |
| ● | the impact of health epidemics, including the COVID-19 pandemic, on our business and the actions we may take in response thereto; | |
| ● | changes in our strategy, future operations, financial position, estimated revenue and losses, product pricing, projected costs, prospects and plans; | |
| ● | the outcome of actual or potential litigation, complaints, product liability claims, or regulatory proceedings, and the potential adverse publicity related thereto; | |
| ● | the implementation, market acceptance and success of our business model, expansion plans, opportunities and initiatives, including the market acceptance of our planned products and services; | |
| ● | competition and our ability to counter competition, including changes to the algorithms of Google and other search engines; | |
| ● | developments and projections relating to our competitors and industry; | |
| ● | our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; | |
| ● | ability to maintain and enforce intellectual property rights and ability to maintain technology leadership; | |
| ● | our future capital requirements, our ability to raise capital and utilize sources of cash; | |
| ● | our ability to obtain funding for our operations; | |
| ● | changes in applicable laws or regulations; | |
| ● | the effects of current and future U.S. and foreign trade policy and tariff actions; | |
| ● | disruptions in the marketplace for online purchases of aftermarket auto parts; disruptions in the supply chain; and | |
| ● | the possibility that we may be adversely affected by other economic, business, and/or competitive factors. |
See also the section titled “Risk Factors” (refer to Part II, Item 1A of this report and Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2020), and subsequent reports and registration statements filed from time to time with the Securities and Exchange Commission (the “SEC”), for further discussion of certain risks and uncertainties that could cause actual results and events to differ materially from our forward-looking statements. Readers of this report are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. Forward-looking statements speak only as of the date they are made, and we expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This cautionary note is applicable to all forward-looking statements contained in this report.
ii
PART I
Item 1. Financial Statements
Index to Condensed Consolidated Financial Statements
1
PARTS iD, INC.
Condensed Consolidated Balance Sheets
As of March 31, 2021, and December 31, 2020
| 2021 (Unaudited) | 2020 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets | ||||||||
| Deferred tax assets | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Customer deposits | ||||||||
| Accrued expenses | ||||||||
| Other current liabilities | ||||||||
| Notes payable, current portion | ||||||||
| Total liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES (Note 6) | ||||||||
| SHAREHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $0.0001 par value per share; | ||||||||
| Common stock, $0.0001 par value per share; | ||||||||
| Additional paid in capital | - | |||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Shareholder’s Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
PARTS iD, INC.
Condensed Consolidated Statements of Operations
For the three months ended March 31, 2021 and 2020
Three months ended March 31, | ||||||||
| 2021 (Unaudited) | 2020 (Unaudited) | |||||||
| Net revenue | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Advertising | ||||||||
| Selling, general and administrative | ||||||||
| Depreciation | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Interest expense | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income taxes (benefits) | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Less: Preferred stocks dividends | - | |||||||
| Loss available to common shareholders | $ | ( | ) | $ | ( | ) | ||
| Loss per common share | ||||||||
| Basic loss per share | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares (basic) | ||||||||
| Diluted loss per share | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares (diluted) | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
PARTS iD, INC.
Condensed Consolidated Statements of Changes in Shareholders’ Deficit
For the three months ended March 31, 2021 and 2020 (Unaudited)
| Class A Common Stock | Class F Common Stock | Preferred Stock | Additional Paid In | Accumulated Deficit | Total Shareholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Amount | Deficit | ||||||||||||||||||||||||||||
| Balance at January 1, 2020 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Preferred stock dividend | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at March 31, 2020 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Balance at January 1, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Share based compensation | - | - | - | - | ||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at March 31, 2021 | $ | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
PARTS iD, INC.
Condensed Consolidated Statements of Cash
Flows
For the three months ended March 31, 2021 and 2020 (Unaudited)
| Three months ended March 31, | ||||||||
| 2021 (Unaudited) | 2020 (Unaudited) | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation | ||||||||
| Deferred income tax | - | ( | ) | |||||
| Share based compensation | - | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable | ||||||||
| Customer deposits | ||||||||
| Accrued expenses | ( | ) | ||||||
| Other current liabilities | ||||||||
| Net cash provided by operating activities | ||||||||
| Cash Flows on Investing Activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Website and software development costs | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Principal paid on notes payable | ( | ) | ( | ) | ||||
| Payments of preferred stock dividends | - | ( | ) | |||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net change in Cash | ||||||||
| Cash, beginning of year | ||||||||
| Cash, end of year | $ | $ | ||||||
| Supplemental disclosure of cash flows information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | - | |||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
PARTS iD, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1 – Organization and Description of Business
Description of Business
PARTS iD, Inc., a Delaware corporation
(the “Company,” “PARTS iD,” “we” or “us”), is a technology-driven, digital commerce
company focused on creating custom infrastructure and unique user experiences within niche markets.
Merger between Legacy Acquisition Corp. and Onyx Enterprises Int’l, Corp.
On November 20, 2020, Legacy Acquisition Corp., a special purpose acquisition company and publicly traded “shell company” (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended) (“Legacy”), and Onyx Enterprises Int’l, Corp., a New Jersey corporation (“Onyx”), consummated a business combination (the “Business Combination”) pursuant to that Business Combination Agreement, dated as of September 18, 2020 (the “Business Combination Agreement”), by and among Legacy, Excel Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Legacy and directly owned subsidiary of Merger Sub 2 as defined below (“Merger Sub 1”), Excel Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Legacy (“Merger Sub 2”), Onyx, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the stockholder representative, pursuant to which: (a) Merger Sub 1 merged with and into Onyx, with Onyx surviving as a direct wholly-owned subsidiary of Merger Sub 2, (b) Onyx merged with and into Merger Sub 2, with Merger Sub 2 surviving as direct wholly-owned subsidiary of Legacy, and (c) Legacy changed its name from Legacy Acquisition Corp. to PARTS iD, Inc. and Merger Sub 2 changed its name to PARTS iD, LLC.
At the effective time of the Business
Combination, Legacy issued
The Business Combination was treated as a recapitalization and reverse acquisition for financial reporting purposes. Onyx is considered the acquirer for accounting purposes, and Legacy’s historical financial statements before the Business Combination have been replaced with the historical financial statements of Onyx in this and future filings with the SEC. Accordingly, the operations of the Company are primarily comprised of the historical operations of Onyx and the financial position and result of operations of Legacy have been incorporated into the Company’s consolidated financial statements beginning on November 20, 2020, the effective date of the Business Combination. Similarly, the outstanding number of common shares of Onyx, its par value and Additional paid in capital (APIC) as of December 31, 2019 were adjusted to reflect the exchange of shares and its par value of the legal acquirer, Legacy.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).
6
In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. The December 31, 2020 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. Results for interim periods should not be considered indicative of results for any other interim period or for the full year.
The consolidated financial statements include the accounts of PARTS iD, Inc. and its wholly-owned subsidiary PARTS iD LLC. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the level of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements include revenue recognition, return allowances, allowance for doubtful accounts, depreciation, inventory valuation, valuation of deferred income tax assets and the capitalization and recoverability of software development costs.
Significant Accounting Policies
There have been no significant changes from the significant accounting policies disclosed in Note 2 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 (our “2020 Form 10-K”).
Note 3 – Property and Equipment
Property and equipment consisted of the following as of:
| March 31, 2021 | December 31, 2020 | |||||||
| Website and software development | $ | $ | ||||||
| Furniture and fixtures | ||||||||
| Computers and electronics | ||||||||
| Vehicles | ||||||||
| Leasehold improvements | ||||||||
| Video and equipment | ||||||||
| Total - Gross | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total - Net | $ | $ | ||||||
Property and equipment included the following amounts for assets recorded under capital leases.
| March 31, 2021 | December 31, 2020 | |||||||
| Gross value at cost | $ | $ | ||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Net | $ | $ | ||||||
Depreciation of property and equipment
for the three months ended March 31, 2021 and 2020 amounted to $
7
Note 4 – Borrowings
Equipment Leases
As of March 31, 2021 and December 31,
2020, the Company’s borrowings consisted of equipment leases at an interest rate of
Future minimum lease payments under non-cancelable capital leases during the year ended March 31 are as follows:
| 2022 | $ | |||
| Less: Interest expenses | ||||
| Total | $ |
Note 5 – Shareholders’ Deficit
Preferred Stock
As of March 31, 2021, the Company had
authorized for issuance a total of
Common Stock
As of March 31, 2021, the Company had
| a) | Adjustment reserve: Upon finalizing the Business Combination consideration, subject to the adjustments, if any, the Company will issue up to |
| c) | Equity Plans reserve: |
Further, pursuant to the Business Combination Agreement, the Sponsor has a right to 1,502,129 shares of Class A common stock should its price exceed $15.00 per share for any thirty-day trading period during the 730 calendar days after the closing of the Business Combination.
Note 6 – Commitments and Contingencies
As of March 31, 2021, there were no material changes to the Company’s legal matters and other contingencies disclosed in the Note 6 of the Notes to Consolidated Financial Statements included in our 2020 Form 10-K.
8
Note 7 — Stock-Based Compensation
Equity Incentive Plan
In October 2020, in connection
with the Business Combination, the Company’s stockholders approved the PARTS iD, Inc. 2020 Equity Incentive Plan (the “2020
EIP”). There are
As of March 31, 2021, total unrecognized
compensation expense related to unvested RSUs was $
Employee Stock Purchase Plan
In October 2020, in connection
with the Business Combination, the Company’s stockholders approved the PARTS iD, Inc. 2020 Employee Stock Purchase Plan
(the “2020 ESPP”). There are
Share-Based Compensation Expense
Share-based compensation expense amounting
to $
Note 8 – Income Taxes
For the three months ended March 31, 2021
and 2020, the effective income tax rate of
On March 27, 2020, the Coronavirus Aid,
Relief, and Economic Security Act (“CARES Act”) was enacted in the United Sates. The CARES Act contains several tax
provisions, including modifications to the NOL and business interest limitations as well as a technical correction to the recovery
period for qualified improvement property. The Company has evaluated these provisions in the CARES Act and does not expect a material
impact to its tax provision, except for the
The Company does not currently anticipate any significant increase or decrease of the total amount of unrecognized tax benefits within the next twelve months.
None of the Company’s U.S. federal or state income tax returns are currently under examination by the Internal Revenue Service (the “IRS”) or state authorities. However, fiscal years 2017 and later remain subject to examination by the IRS and respective states.
Note 9 – Subsequent Events
Upon finalization of the Business Combination
consideration in April 2021, the Company released
9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following management’s discussion and analysis of financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements, together with the related notes thereto, included in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 (our “2020 Form 10-K”).
For the purposes of this section, “we,” “us,” “our,” “Onyx,” the “Company” and “PARTS iD” each refer to Onyx prior to the closing of the Business Combination and PARTS iD, Inc. following the closing of the Business Combination, as the context indicates, unless the context otherwise refers to Legacy Acquisition Corp.
Overview
PARTS iD, Inc. is a technology-driven, digital commerce company focused on creating custom infrastructure and unique user experiences within niche markets. PARTS iD was originally founded in 2008 as Onyx Enterprises, Int’l, Corp. Our vision is to develop a leading technology platform purpose-built for purchasing complex parts and accessories for all vehicle types with a complete repository of fitment data, and to deliver an unrivaled parts and accessories shopping experience of extraordinary choice, competitive prices and fast delivery.
The success of CARiD.com has inspired pursuit of our long-term strategy to scale into similar markets via our proprietary built, modular digital commerce technology platform. While our core focus continues to be automotive, in August 2018, we launched seven new verticals (including BOATiD.com, MOTORCYCLEiD.com, CAMPERiD.com and more) which demonstrates fungibility of our technology platform. These verticals address similar market challenges and focus on the enthusiasts’ needs through our seamless shopping experience using proprietary tools and techniques.
Although the ongoing COVID-19 pandemic has caused an economic downturn on a global scale, disrupted global supply chains, and created significant uncertainty, volatility, and disruption across economies, due to the further adoption of online shopping by consumers, it has had a positive effect on the Company’s e-commerce business operations, including a substantial increase in net sales, profitability and cash flows. To date, the Company has largely been successful in managing its supply chain, despite increases in order cancellations and delivery times.
We have made significant investments to provide an enhanced experience to our diverse base of “do-it-yourself” (“DIY”), “do-it-for-me” (“DIFM”) and PRO (mechanics) customers. As of March 31, 2021, we had over 1,000 active product vendors with their many shipping locations across the nation. This distributed, inventory-light fulfillment model allowed us to offer customers over 17 million SKUs on the platform as of March 31, 2021. Furthermore, our proprietary fulfillment algorithm determines and selects the most optimal fulfillment location based on inventory availability and proximity to the customer, thereby providing faster delivery speed and decreasing the total cost to the customer. In the first quarter of 2021, we continued to focus on improving our product offerings in the catalog, specifically for new verticals, original equipment (“OE”) and repair parts business.
The total number of orders received in the three months ended March 31, 2021 increased 52.9% compared to the three months ended March 31, 2020. By category of accessories and parts, in the three months ended March 31, 2021 compared to the same prior year period, the total value of orders received increased by: for Wheels and Tires, 93%; for Boating and Marine, 83%; for Motorcycle and Powersports, 80%; and for RVs/Campers, 108%.
We have also been focused on increasing our presence in the DIFM segment of the automotive aftermarket industry, including growing related partnerships, and we chose to invest in a tire installation network as our first step. Through partnerships with tire installation businesses, we had 2,117 active tire installation locations nationwide as of March 31, 2021. Using our purpose-built data architecture and differentiated technology, consumers can visit CARiD.com, research and choose from a wide variety of tires, and in the same transaction select a tire installation center near them and schedule an appointment. This initiative is one of many programs we are working on to advance CARiD.com’s position as a one-stop shop and seamless solution for all car enthusiast needs.
Management continues to focus on several other efforts to drive growth, including product cultivation, vendor optimization, distribution network expansion and marketing diversification.
10
Effects of the COVID-19 Pandemic
The global spread of COVID-19 and related measures to contain its spread (such as government-mandated business closures and shelter-in-place guidelines) have created significant volatility, uncertainty and economic disruption. Although the COVID-19 pandemic and related measures to contain its spread have not adversely affected the Company’s results of operations to date, they have adversely affected certain components of the Company’s business, including by increasing cancellations (which can result in an increase in advertisement costs) and shipping times. In future periods, the pandemic might cause shipping difficulties, including slowed deliveries to customers; the potential for increased cancellations by customers; and the ability of consumers to pay for products. Although consumer demand for and the inventory of the Company’s products have remained stable, in future periods the COVID-19 pandemic could have an adverse impact on the Company through reduced consumer demand for or inventory of its products. Additionally, the COVID-19 pandemic has caused the Company to require employees to work remotely for an indefinite period of time, which could negatively impact its business and harm productivity and collaboration. If there is a prolonged impact of COVID-19, it could adversely affect the Company’s business, results of operations, financial condition and liquidity, perhaps materially. The future impact of COVID-19 and these containment measures cannot be predicted with certainty and may increase the Company’s borrowing costs, if any, and other costs of capital and otherwise adversely affect its business, results of operations, financial condition and liquidity, and the Company cannot assure that it will have access to external financing at times and on terms it considers acceptable, or at all, or that it will not experience other liquidity issues going forward. For more information on the risks the COVID-19 pandemic poses to the business, see Item 1A. “Risk Factors” in our 2020 Form 10-K.
Key Financial and Operating Metrics
We measure our business using financial and operating metrics, as well as non-GAAP financial measures. See “Results of Operations – Non-GAAP Financial Measures” below for more information on non-GAAP financial measures. We monitor several key business metrics to evaluate our business, measure our performance, develop financial forecasts and make strategic decisions, including the following:
Traffic and Engagement Metrics
| Three months ended March 31, | ||||||||||||||||
| 2021 | 2020 | Change | % Change | |||||||||||||
| Number of Users | 34,535,770 | 32,850,632 | 1,685,138 | 5.13 | % | |||||||||||
| Number of Sessions | 64,749,311 | 60,565,624 | 4,183,687 | 6.91 | % | |||||||||||
| Bounce Rate | 13.98 | % | 15.00 | % | (1.02 | )% | (6.81 | )% | ||||||||
| Number of Pageviews | 285,876,353 | 255,621,302 | 30,255,051 | 11.84 | % | |||||||||||
| Pages/Session | 4.42 | 4.22 | 0.19 | 4.61 | % | |||||||||||
| Average Session Duration | 0:03:26 | 0:03:27 | (0:00:01 | ) | (0.48 | )% | ||||||||||
We use the metrics above to gauge our ability to acquire targeted traffic and keep users engaged. This information informs us of how effective our proprietary technology, data, and content is, and helps us define our strategic roadmap and key initiatives.
11
Results of Operations
| For the three months ended March 31, | Change | |||||||||||||||||||||||
| 2021 | % of Rev. | 2020 | % of Rev. | Dollars | Percentage | |||||||||||||||||||
| Revenue, net | $ | 109,073,628 | $ | 70,725,965 | $ | 38,347,663 | 54.2 | % | ||||||||||||||||
| Cost of goods sold | 86,240,019 | 79.1 | % | 55,557,165 | 78.6 | % | 30,682,854 | 55.2 | % | |||||||||||||||
| Gross profit | 22,833,609 | 20.9 | % | 15,168,800 | 21.4 | % | 7,664,809 | 50.5 | % | |||||||||||||||
| Gross margin | 20.9 | % | 21.4 | % | ||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Advertising | 10,499,386 | 9.6 | % | 6,094,150 | 8.6 | % | 4,405,236 | 72.3 | % | |||||||||||||||
| Selling, general & administrative | 11,358,707 | 10.4 | % | 8,671,254 | 12.3 | % | 2,687,453 | 31.0 | % | |||||||||||||||
| Depreciation | 1,773,773 | 1.6 | % | 1,524,683 | 2.2 | % | 249,090 | 16.3 | % | |||||||||||||||
| Total operating expenses | 23,631,866 | 21.7 | % | 16,290,087 | 23.1 | % | 7,341,779 | 45.1 | % | |||||||||||||||
| Loss from operations | (798,257 | ) | (0.7 | )% | (1,121,287 | ) | (1.7 | )% | 323,030 | 28.8 | % | |||||||||||||
| Other expenses | ||||||||||||||||||||||||
| Interest expense | 6,490 | 0.0 | % | 5,783 | 0.0 | % | 707 | 12.2 | % | |||||||||||||||
| Loss before income tax | (804,747 | ) | (0.7 | )% | (1,127,070 | ) | (1.7 | )% | 322,323 | 28.6 | % | |||||||||||||
| Income tax benefit | (159,934 | ) | (0.1 | )% | (282,500 | ) | (0.4 | )% | 122,566 | (43.4 | )% | |||||||||||||
| Net loss | $ | (644,813 | ) | (0.6 | )% | $ | (844,570 | ) | (1.3 | )% | $ | 199,757 | 23.7 | % | ||||||||||
Revenue
Revenue increased $38.3 million, or 54.2%, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020. This increase was primarily attributable to a 41.6% increase in the conversion rate compared to the three months ended March 31, 2020. The increase in the conversion rate was primarily attributable to product growth in new verticals, search engine bidding automation and optimization, and increased e-commerce adoption due to COVID-19.
Cost of Goods Sold
Cost of goods sold is composed of product cost, the associated fulfillment and handling costs charged by vendors, if any, and shipping costs. In the three months ended March 31, 2021, cost of goods sold increased by $30.7 million, or 55.2%, compared to the three months ended March 31, 2020. The increase in cost of goods sold was primarily driven by an increased sourcing of products sold, which led to a 54.2% increase in revenue compared to the three months ended March 31, 2020. For the three months ended March 31, 2021, cost of goods sold was 79.1% of revenue, compared to 78.6% of revenue in the three months ended March 31, 2020. The 50 basis point increase in cost of goods sold as a percentage of revenue was primarily attributable to an increase in shipping costs during the current year period.
Gross Profit and Gross Margin
Gross profit increased $7.7 million, or 50.5%, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020. This increase was primarily attributable to the 54.2% increase in revenue, partially offset by increased shipping costs, in the three months ended March 31, 2021. Gross margin of 20.9% in the three months ended March 31, 2021 was slightly lower than the gross margin of 21.4% in three months ended March 31, 2020, primarily attributable to an increase in shipping costs.
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Operating Expenses
Advertising expenses increased $4.4 million, or 72.3%, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020. This increase in advertising costs was primarily attributable to (i) an increase in paid traffic in the three months ended March 31, 2021, (ii) a change in the mix of advertising channels used, and (iii) testing of new advertising campaigns and content development.
Selling, general and administrative (“SG&A”) expenses increased $2.7 million, or 31.0%, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020. This increase was primarily attributable to an increase of (i) $1.2 million of public company operating expenses, and (ii) $1.1 million in merchant services provider processing fees in line with the increase in revenue.
Depreciation expenses increased $0.2 million, or 16.3%, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020. This increase was primarily attributable to depreciation expense recognized in the three months ended March 31, 2021 related to prior years’ website and software development activities, partially offset by a marginal decrease in website and software development costs during the three months ended March 31, 2021.
Despite the increase in public company operating expenses and other expenses noted above, total operating expenses as a percent of net revenue decreased 130 basis points to 21.7% for the three months ended March 31, 2021 compared to 23.0% for the three months ended March 31, 2020.
Interest Expense
Interest expense increased by $707, or 12.2%, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020. This increase in interest expense in terms of dollar amount was not material.
Income Tax Benefit
The income tax benefit decreased by $0.1 million, or 43.4%, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020. For the three months ended March 31, 2021, the effective income tax rate was 19.87% compared to 25.06% for the three months ended March 31, 2020. The decrease in rate was primarily attributable to a decrease in expenses not deductible for income tax purposes.
Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA
This report includes non-GAAP financial measures that differ from financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures may not be comparable to similar measures reported by other companies and should be considered in addition to, and not as a substitute for, or superior to, other measures prepared in accordance with GAAP. Management uses non-GAAP financial measures internally to evaluate the performance of the business. Additionally, management believes certain non-GAAP measures provide meaningful incremental information to investors to consider when evaluating the performance of the Company.
To this end, we provide EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. EBITDA consists of net income (loss) plus (a) interest expense; (b) income tax provision (or less benefit); and (c) depreciation expense. Adjusted EBITDA consists of EBITDA plus costs, fees, expenses, write offs and other items that do not impact the fundamentals of our operations, as described further below following the reconciliation of these metrics. Management believes these non-GAAP measures provide useful information to investors in their assessment of the performance of our business. The exclusion of certain expenses in calculating EBITDA and Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis as these costs may vary independent of business performance. Accordingly, we believe that EBITDA and Adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.
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EBITDA and Adjusted EBITDA have limitations as an analytical tool, and you should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
| ● | Although depreciation is a non-cash charge, the assets being depreciated may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; | |
| ● | EBITDA and Adjusted EBITDA do not reflect changes in our working capital; | |
| ● | EBITDA and Adjusted EBITDA do not reflect income tax payments that may represent a reduction in cash available to us; | |
| ● | EBITDA and Adjusted EBITDA do not reflect depreciation and interest expenses associated with the lease financing obligations; and | |
| ● | Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. |
Because of these limitations, you should consider EBITDA and Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss) and our other GAAP results.
The following table reflects the reconciliation of net loss to EBITDA and Adjusted EBITDA for each of the periods indicated.
| For the three months ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Net loss | $ | (644,813 | ) | $ | (844,570 | ) | ||
| Interest expense | 6,490 | 5,783 | ||||||
| Income taxes (benefits) | (159,934 | ) | (282,500 | ) | ||||
| Depreciation | 1,773,773 | 1,524,683 | ||||||
| EBITDA | 975,516 | 403,396 | ||||||
| Stock compensation expenses | 28,824 | - | ||||||
| Founder’s compensation(1) | - | 211,887 | ||||||
| Legal & settlement expenses(2) | 243,426 | 30,258 | ||||||
| Other items(3) | - | 37,981 | ||||||
| Adjusted EBITDA Total | $ | 1,247,766 | $ | 683,522 | ||||
| (1) | Represents the excess compensation paid to one of the founders of Onyx over the amount management believes would have been the compensation of an independent professional CEO for the applicable reporting periods. |
| (2) | Represents legal and settlement expenses and gains related to significant matters that do not impact the fundamentals of our operations, pertaining to: (i) expenses of relating to causes of action between certain of the Company’s shareholders and which involves claims directly against the Company seeking the fulfillment of alleged indemnification obligations with respect to these matters, and (ii) relating to trademark and IP protection cases. We are involved in routine IP litigation, commercial litigation and other various litigation matters. We review litigation matters from both a qualitative and quantitative perspective to determine if excluding the losses or gains will provide our investors with useful incremental information. Litigation matters can vary in their characteristics, frequency and significance to our operating results. |
| (3) | Includes write-offs of advances and certain fraud loss claims from earlier years that we determined were uncollectible. |
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Free Cash Flow
To provide investors with additional information regarding our financial results, we have also disclosed free cash flow, a non-GAAP financial measure that we calculate as net cash provided by (used in) operating activities less capital expenditures (which consist of purchases of property and equipment and website and software development costs). We have provided a reconciliation below of free cash flow to net cash provided by operating activities, the most directly comparable GAAP financial measure.
We have included free cash flow in this report because it is an important indicator of our liquidity as it measures the amount of cash we generate. Accordingly, we believe that free cash flow provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.
Free cash flow has limitations as a financial measure, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. There are limitations to using non-GAAP financial measures, including that other companies, including companies in our industry, may calculate free cash flow differently. Because of these limitations, you should consider free cash flow alongside other financial performance measures, including net cash provided by (used in) operating activities, capital expenditures and our other GAAP results.
The following table presents a reconciliation of net cash provided by operating activities to free cash flow for each of the periods indicated.
| For the three months ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Net cash provided by operating activities | $ | 17,017,962 | $ | 4,249,014 | ||||
| Purchase of property and equipment | (13,099 | ) | (6,053 | ) | ||||
| Website and software development costs | (1,759,175 | ) | (1,792,353 | ) | ||||
| Free Cash Flow | $ | 15,245,688 | $ | 2,450,608 | ||||
Liquidity and Capital Resources
Our primary sources of liquidity are cash on hand of $37.4 million as of March 31, 2021, cash generated from operations and changes in operating assets and liabilities. We believe our current resources will be sufficient to fund our cash needs for current operations for at least the next 12 months. Our primary uses of cash are for investment in website and software development.
Comparison of the three months ended March 31, 2021 and 2020
The following table summarizes the key cash flow metrics from our statements of cash flows for the three months ended March 31, 2021 and 2020:
| For the three months ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Net cash provided by operating activities | $ | 17,017,962 | $ | 4,249,014 | ||||
| Net cash used in investing activities | (1,772,274 | ) | (1,798,406 | ) | ||||
| Net cash used in financing activities | (5,156 | ) | (130,456 | ) | ||||
| Net change in Cash | $ | 15,240,532 | $ | 2,320,152 | ||||
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Cash Flows from Operating Activities
The net cash provided by operating activities consists of our net income (loss) adjusted for certain non-cash items, including depreciation as well as the effect of changes in working capital and other activities. Operating cash flows can be volatile and are sensitive to many factors, including changes in working capital and our net income (loss). We have a negative working capital model (current liabilities exceed current assets). Any profitable growth in revenue results in incremental cash for the Company, as we receive funds when customers place orders on the website, while accounts payable are paid over a period time, based on vendor terms, which range on average from one week to eight weeks.
Cash provided by operating activities in the three months ended March 31, 2021 was $17.0 million and was driven primarily by cash provided by a change in operating assets and liabilities of $15.9 million, which in turn was primarily driven by increases in accounts payable and customer deposits, and the impact of non-cash depreciation and amortization expense of $1.8 million.
Cash provided by operating activities in the three months ended March 31, 2020 was $4.3 million and was driven primarily by cash provided by operating assets and liabilities of $3.9 million and the impact of non-cash depreciation and amortization expense of $1.5 million.
Cash Flows from Investing Activities
Net cash used in investing activities was $1.8 million for each of the three months ended March 31, 2021 and 2020. Cash used in investing activities varies depending on the timing of technology and product development cycles.
Cash Flows from Financing Activities
Net cash used in financing activities for the three months ended March 31, 2021 was $5,156, compared to $130,456 in the three months ended March 31, 2020. The decrease was primarily related to cessation of payments of preferred stock dividends.
Critical Accounting Estimates
SEC guidance defines critical accounting estimates as those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operation of the registrant. There were no significant changes in our critical accounting estimates from those discussed in our 2020 Form 10-K, except as disclosed below. See Note 2 of the Notes to Unaudited Condensed Consolidated Financial Statements for our other significant accounting policies and accounting pronouncements that may impact the Company’s consolidated financial position, earnings, cash flows or disclosures.
Revenue Recognition
Our revenue recognition is impacted by estimates of unshipped and undelivered orders at the end of the applicable reporting period. As we ship a large volume of packages through multiple carriers, actual delivery dates may not always be available, and as such we estimate delivery dates based on historical data. If actual unshipped and undelivered orders are not consistent with our estimates, the impact on our revenue for the applicable reporting period could be material. Unshipped and undelivered orders as of March 31, 2021 and December 31, 2020 were $27.3 million and $16.2 million, respectively, which are reflected as customer deposits on our balance sheets.
The outstanding days from the order date of our unshipped and undelivered orders were, on average, estimated at 12.7 days as of March 31, 2021, based on our actual determination of 12.7 days as of December 31, 2020.
Sales discounts earned by customers at the time of purchase and taxes collected from customers, which are remitted to governmental authorities, are deducted from gross revenue in determining net revenue. Allowances for sales returns are estimated and recorded based on historical experience and reduce product revenue, inclusive of shipping fees, by expected product returns. Our estimated net allowances for sales returns at March 31, 2021 and 2020 were $1,125,970 and $554,753 respectively.
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If actual sales returns are not consistent with our estimates, or if we have to make adjustments, we may incur future losses or gains that could be material. Adjustments to our estimated net allowances for sales returns over the three months ended March 31, 2021 and 2020 were as follows:
| Three months ended March 31, | Balance at beginning of period | Adjustment | Balance at close of period | |||||||||
| 2021 | $ | 1,062,077 | $ | 63,893 | $ | 1,125,970 | ||||||
| 2020 | $ | 495,697 | $ | 59,056 | $ | 554,753 | ||||||
Website and Software Development
We capitalize certain costs associated with website and software (technology platform including the catalog) developed for internal use in accordance with Accounting Standards Codification (“ASC”) 350-50, Intangibles — Goodwill and Other — Website Development Costs, and ASC 350-40, Intangibles — Goodwill and Other — Internal Use Software, when both the preliminary project design and the testing stage are completed and management has authorized further funding for the project, which it deems probable of completion and to be used for the function intended. Capitalized costs include amounts directly related to website and software development such as contractors’ fees, payroll and payroll-related costs for employees who are directly associated with and who devote time to the internal-use software project. Capitalization of such costs ceases when the project is substantially complete and ready for its intended use. Capitalized costs are amortized over a three-year period commencing on the date that the specific module or platform is placed in service. Costs incurred during the preliminary stages of development and ongoing maintenance costs are expensed as incurred. Determinations as to when a project is substantially complete and what constitutes ongoing maintenance require judgments and estimates by management. We periodically review the carrying values of capitalized costs and makes judgments as to ultimate realization. The amount of capitalized software costs for the three months ended March 31, 2021 and 2020 were as follows:
| Three months ended March 31, | Capitalized Software | |||
| 2021 | $ | 1,759,175 | ||
| 2020 | $ | 1,792,353 | ||
Off-Balance Sheet Arrangements
PARTS iD is not a party to any off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2021. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of March 31, 2021.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
Item 1. Legal Proceedings
There have been no material changes to the information pertaining to certain legal and regulatory matters and proceedings in which we are involved that is contained in Note 6 of the Notes to Consolidated Financial Statements included in our 2020 Form 10-K.
Item 1A. Risk Factors
There have been no material changes to our risk factors from those previously disclosed in our 2020 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
During the three months ended March 31, 2021, the Company did not sell any of its equity securities that were not registered under the Securities Act.
Issuer Purchases of Equity Securities
During the three months ended March 31, 2021, the Company did not repurchase any of its securities.
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Item 6. Exhibits
| * | Each of these Exhibits constitutes a management contract, compensatory plan or arrangement. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PARTS iD, INC. | ||
| May 10, 2021 | By: | /s/ Antonino Ciappina |
| Antonino Ciappina | ||
| Chief Executive Officer | ||
| May 10, 2021 | By: | /s/ Kailas Agrawal |
| Kailas Agrawal | ||
| Chief Financial Officer | ||
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