Exhibit 99.2
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): December 21, 2021
Kidpik Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41032 | 81-3640708 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
200 Park Avenue South, 3rd Floor New York, New York |
10003 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 399-2323
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 (see General Instruction A.2. below):
| ☐ | 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 | ||
Common Stock, $0.001 par value per share |
PIK | The NASDAQ Stock Market LLC |
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 December 21, 2021, Kidpik Corp. (“Kidpik” or the “Company”) issued a press release and will hold a conference call and webcast regarding, among other things, its financial results for the 13 and 39 weeks ended October 2, 2021. A copy of the press release, which includes information on the conference call and webcast, and a summary of such financial results is furnished as Exhibit 99.1 to this Form 8-K.
The information contained in Item 2.02 of this Current Report and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
The Company’s management published an updated Company presentation on the Company’s website at https://investor.kidpik.com, on December 21, 2021, a copy of which is furnished as Exhibit 99.2 hereto.
The information responsive to Item 7.01 of this Form 8-K and Exhibit 99.2, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of this Report is not intended to constitute a determination by the Company that the information is material or that the dissemination of the information is required by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1* | Press Release of Kidpik Corp., dated December 21, 2021 | |
| 99.2* | December 2021 Presentation | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
* Furnished herewith.
The press release furnished as Exhibit 99.1 and the presentation furnished as Exhibit 99.2 to this Current Report on Form 8-K, contain forward-looking statements within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the press release and presentation, as well as in the Company’s other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause the results of the Company, its divisions and concepts to be materially different than those expressed or implied in such statements. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company’s beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the Company’s control. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Cautionary Statement Regarding Forward-Looking Information,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including its Quarterly Report Form 10-Q for the quarter ended October 2, 2021, filed with the SEC and available at www.sec.gov and in the “Investors” – “Financials” – “SEC Filings” section of the Company’s website at https://investor.kidpik.com/sec-filings. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.
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.
Dated: December 21, 2021
| Kidpik Corp. | ||
| By: | /s/ Ezra Dabah | |
| Name: | Ezra Dabah | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Kidpik Reports Third Quarter 2021 Financial Results
NEW YORK--Kidpik Corp. (“KIDPIK” or the “Company”), an online clothing subscription-based e-commerce company, today reported its financial results for its third quarter of 2021.
Quarter highlights:
| ● | Revenue, net: increased 20.3% to $5,574,099 compared to $4,634,529 in the third quarter of 2020. |
| ● | Subscription box revenue, net: was 85.1% of total revenue in Q3 2021 or $4,745,933, compared to $4,016,696 in Q3 2020. |
| ● | Gross Margin: was 58.2% compared to 59.3% in the third quarter of 2020 |
| ● | Shipped items: increased by 18.9% to 559,000 shipped items, compared to 470,000 shipped items in the third quarter of 2020 |
| ● | Average shipments keep rate: was 68.8% compared to 68.2% in the third quarter of 2020 |
| ● | Net Loss: was $1,189,356 or $(0.22) loss per share, compared to $978,251 or $(0.26) loss per share in the third quarter of 2020. |
“We’re pleased to report Q3 and nine-month net sales of $5.6 million and $16.6 million, an increase of 20.3% and 49.5% respectively, with nine-month subscription-based recurring revenue of $14.2 million or 85.5% of total revenue,” said Ezra Dabah, CEO of Kidpik Corp. “Our performance was driven mainly by the introduction of boys’ subscription boxes, the continued growth of our girls’ subscriptions and the newly introduced toddler box collection.”
“We are happy to have completed an upsized IPO of $18 million and to be listed on Nasdaq after the quarter end,” continued Mr. Dabah. “Strengthening our balance sheet gives us the ability to make further investments in building our brand, growing our revenue, and driving shareholder value. We look forward to achieving our growth objectives by leveraging our merchandising expertise, the technology we have built, and the knowledge our team has gained over the last five years in the rapidly growing subscription industry.”
Revenue by Subscription (Measured for 39 weeks ended October 2, 2021)
Active Subscriptions (recurring boxes): increased 55.7% to $11.5 million
New Subscriptions (first boxes): increased 14.9% to $2.7 million
Total Subscriptions: increased 45.8% to $14.2 million or 85.5% of total revenue.
Balance Sheet and Cash Flow
| ● | Cash and cash equivalents at the end of the third quarter totaled $204,877 compared to $133,484 million at January 2, 2021. After quarter end, Kidpik completed an IPO, issuing 2,117,647 shares of common stock at a public offering price of $8.50 per share, resulting in aggregate net proceeds of approximately $16.1 million. |
| ● | Line of credit at the end of the third quarter totaled $3.2 million, compared to $2.5 million at the end of fiscal year 2020. In November 2021, the Company paid in full the outstanding line of credit amount. |
| ● | Net cash used in operating activities increased to $5,637,368 for the 39 weeks ended October 2, 2021, compared to $2,385,563 of cash used in operating activities during the 39 weeks ended September 26, 2020. |
Kidpik Corp.
Condensed Interim Statements of Operations
(Unaudited)
| For the 13 weeks ended | For the 39 weeks ended | |||||||||||||||
October 2, 2021 | September 26, 2020 | October 2, 2021 | September 26, 2020 | |||||||||||||
| Revenues, net | $ | 5,574,099 | $ | 4,634,529 | $ | 16,562,579 | $ | 11,076,010 | ||||||||
| Cost of goods sold | 2,327,335 | 1,884,898 | 6,659,012 | 4,553,832 | ||||||||||||
| Gross profit | 3,246,764 | 2,749,631 | 9,903,567 | 6,522,178 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Shipping and handling | 1,451,065 | 1,047,097 | 4,543,341 | 2,693,062 | ||||||||||||
| Payroll and related costs | 1,023,241 | 753,222 | 2,953,993 | 2,045,415 | ||||||||||||
| General and administrative | 2,169,283 | 1,790,401 | 6,318,183 | 4,301,533 | ||||||||||||
| Depreciation and amortization | 5,226 | 13,770 | 21,355 | 58,063 | ||||||||||||
| Total operating expenses | 4,648,815 | 3,604,490 | 13,836,872 | 9,098,073 | ||||||||||||
| Operating loss | (1,402,051 | ) | (854,859 | ) | (3,933,305 | ) | (2,575,895 | ) | ||||||||
| Other (income) expenses | ||||||||||||||||
| Interest expense | 229,657 | 122,567 | 584,466 | 308,153 | ||||||||||||
| Other (income)/expense | (442,352 | ) | - | (429,045 | ) | 10,000 | ||||||||||
| Total other (income) expenses | (212,695 | ) | 122,567 | 155,421 | 318,153 | |||||||||||
| Loss before provision for income taxes | (1,189,356 | ) | (977,426 | ) | (4,088,726 | ) | (2,894,048 | ) | ||||||||
| Provision for income taxes | - | 825 | 1,332 | 1,122 | ||||||||||||
| Net loss | $ | (1,189,356 | ) | $ | (978,251 | ) | $ | (4,090,058 | ) | $ | (2,895,170 | ) | ||||
| Net loss per share attributable to common stockholders: | ||||||||||||||||
| Basic | $ | (0.22 | ) | $ | (0.26 | ) | $ | (0.77 | ) | $ | (0.78 | ) | ||||
| Diluted | $ | (0.22 | ) | $ | (0.26 | ) | $ | (0.77 | ) | $ | (0.78 | ) | ||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | 5,500,187 | 3,735,457 | 5,300,308 | 3,735,457 | ||||||||||||
| Diluted | 5,500,187 | 3,735,457 | 5,300,308 | 3,735,457 | ||||||||||||
Kidpik Corp.
Condensed Interim Balance Sheets
| October
2, 2021 | January 2, | |||||||
| (Unaudited) | 2021 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | 204,877 | $ | 133,484 | ||||
| Restricted cash | 149,268 | 551,812 | ||||||
| Accounts receivable | 373,071 | 320,446 | ||||||
| Inventory | 8,604,004 | 7,480,072 | ||||||
| Prepaid expenses and other current assets | 1,115,264 | 822,580 | ||||||
| Total current assets | 10,446,484 | 9,308,394 | ||||||
| Leasehold improvements and equipment, net | 7,133 | 27,874 | ||||||
| Intangible assets, net | - | 614 | ||||||
| Total assets | $ | 10,453,617 | $ | 9,336,882 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 2,837,075 | $ | 2,960,687 | ||||
| Due to related party | 1,219,038 | 599,811 | ||||||
| Accrued expenses and other current liabilities | 507,985 | 690,049 | ||||||
| Advance payable | 1,196,742 | 829,030 | ||||||
| Loan payable, current portion | - | 91,429 | ||||||
| Short-term debt, related party | 1,300,000 | - | ||||||
| Line of credit | 3,200,000 | 2,032,118 | ||||||
| Total current liabilities | 10,260,840 | 7,203,124 | ||||||
| Loan payable, less current portion | - | 350,923 | ||||||
| Total liabilities | 10,260,840 | 7,554,047 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity | ||||||||
| Preferred stock (par value $0.001, 25,000,000 shares authorized, of which no shares are issued and outstanding as of October 2, 2021 and January 2, 2021) | - | - | ||||||
| Common stock (par value $0.001, 75,000,000 shares authorized, of which 5,500,187 and 5,075,444 shares are issued and outstanding as of October 2, 2021 and January 2, 2021) | 5,500 | 5,075 | ||||||
| Additional paid-in capital | 32,248,972 | 29,749,397 | ||||||
| Accumulated stockholders’ deficit | (32,061,695 | ) | (27,971,637 | ) | ||||
| Total stockholders’ equity | 192,777 | 1,782,835 | ||||||
| Total liabilities and stockholders’ equity | $ | 10,453,617 | $ | 9,336,882 | ||||
Kidpik Corp.
Condensed Interim Statements of Cash Flows
(Unaudited)
| For the 39 weeks ended | ||||||||
| October
2, 2021 | September
26, 2020 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (4,090,058 | ) | $ | (2,895,170 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 21,355 | 58,062 | ||||||
| Amortization of debt issuance costs | 29,377 | 20,955 | ||||||
| Forgiveness of loan payable | (442,352 | ) | - | |||||
| Bad debt expense | 614,239 | 348,236 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (666,864 | ) | (320,236 | ) | ||||
| Inventory | (1,123,932 | ) | (482,361 | ) | ||||
| Prepaid expenses and other current assets | (292,684 | ) | (116,957 | ) | ||||
| Accounts payable | (123,612 | ) | 660,541 | |||||
| Accounts payable, related parties | 619,227 | 309,747 | ||||||
| Accrued expenses and other current liabilities | (182,064 | ) | 31,620 | |||||
| Net cash used in operating activities | (5,637,368 | ) | (2,385,563 | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchases of leasehold improvements and equipment | - | (7,683 | ) | |||||
| Net cash used in investing activities | - | (7,683 | ) | |||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of long-term debt from related party | 2,000,000 | 1,000,000 | ||||||
| Proceeds from issuance of common stock | 500,000 | - | ||||||
| Net proceeds (repayments) from line of credit | 1,138,505 | (63,365 | ) | |||||
| Net proceeds (repayments) from advance payable | 367,712 | (274,374 | ) | |||||
| Proceeds from loan payable | - | 442,352 | ||||||
| Proceeds from loan payable related party | 1,300,000 | 810,000 | ||||||
| Net cash provided by financing activities | 5,306,217 | 1,914,613 | ||||||
| Net decrease in cash and restricted cash | (331,151 | ) | (478,633 | ) | ||||
| Cash and restricted cash, beginning of period | 685,296 | 631,320 | ||||||
| Cash and restricted cash, end of period | $ | 354,145 | $ | 152,687 | ||||
| Reconciliation of cash and restricted cash: | ||||||||
| Cash | $ | 204,877 | $ | 99,297 | ||||
| Restricted cash | 149,268 | 53,390 | ||||||
| $ | 354,145 | $ | 152,687 | |||||
| Supplemental disclosure of cash flow data: | ||||||||
| Interest paid | $ | 500,905 | $ | 291,056 | ||||
| Taxes paid | $ | 1,332 | $ | 297 | ||||
| Supplemental disclosure of noncash financing activities: | ||||||||
| Conversion of shareholder debt | $ | 2,000,000 | $ | - | ||||
Revenue, net
The Company’s revenue, net is disaggregated based on the following categories:
| For the 13 weeks ended | For the 39 weeks ended | |||||||||||||||
| October
2, 2021 | September
26, 2020 | October
2, 2021 | September
26, 2020 | |||||||||||||
| Subscription boxes | $ | 4,745,933 | 4,016,696 | $ | 14,163,217 | $ | 9,712,382 | |||||||||
| Amazon sales | 568,947 | 485,599 | 1,893,814 | 1,064,678 | ||||||||||||
| Online website sales | 259,219 | 132,234 | 505,548 | 298,950 | ||||||||||||
| Total revenue | $ | 5,574,099 | $ | 4,634,529 | $ | 16,562,579 | $ | 11,076,010 | ||||||||
Gross Margin
Gross profit is equal to our net sales (revenues, net) less cost of goods sold. Gross profit as a percentage of our net sales is referred to as gross margin. Cost of sales consists of the purchase price of merchandise sold to customers and includes import duties and other taxes, freight in, defective merchandise returned from customers, receiving costs, inventory write-offs, and other miscellaneous shrinkage.
| For the 13 weeks ended | For the 39 weeks ended | |||||||||||||||
| October
2, 2021 | September
26, 2020 | October
2, 2021 | September 26, 2020 | |||||||||||||
| Gross margin | 58.2 | % | 59.3 | % | 59.8 | % | 58.9 | % | ||||||||
Shipped Items
We define shipped items as the total number of items shipped in a given period to our customers through our active subscription, Amazon and online website sales.
| For the 13 weeks ended | For the 39 weeks ended | |||||||||||||||
| (In thousands) | (In thousands) | |||||||||||||||
| October
2, 2021 | September
26, 2020 | October
2, 2021 | September
26, 2020 | |||||||||||||
| Shipped Items | 559 | 470 | 1,680 | 1,139 | ||||||||||||
Average Shipment Keep Rate
Average shipment keep rate is calculated as the total number of items kept by our customers divided by total number of shipped items in a given period.
| For the 13 weeks ended | For the 39 weeks ended | |||||||||||||||
| October
2, 2021 | September
26, 2020 | October
2, 2021 | September
26, 2020 | |||||||||||||
| Average Shipment Keep Rate | 68.8 | % | 68.2 | % | 68.5 | % | 67.0 | % | ||||||||
Revenue by Channel
| 13
weeks ended October 2, 2021 | 13
weeks ended September 26, 2020 | Change ($) | Change (%) | |||||||||||||
| Revenue by channel | ||||||||||||||||
| Subscription boxes | $ | 4,745,933 | 4,016,696 | 729,237 | 18.2 | % | ||||||||||
| Amazon sales | 568,947 | 485,599 | 83,348 | 17.2 | % | |||||||||||
| Online website sales | 259,219 | 132,234 | 126,985 | 96.0 | % | |||||||||||
| Total revenue | $ | 5,574,099 | $ | 4,634,529 | $ | 939,570 | 20.3 | % | ||||||||
| 39
weeks ended October 2, 2021 | 39
weeks ended September 26, 2020 | Change ($) | Change (%) | |||||||||||||
| Revenue by channel | ||||||||||||||||
| Subscription boxes | $ | 14,163,217 | $ | 9,712,382 | $ | 4,450,835 | 45.8 | % | ||||||||
| Amazon sales | 1,893,814 | 1,064,678 | 829,136 | 77.9 | % | |||||||||||
| Online website sales | 505,548 | 298,950 | 206,598 | 69.1 | % | |||||||||||
| Total revenue | $ | 16,562,579 | $ | 11,076,010 | $ | 5,486,569 | 49.5 | % | ||||||||
Subscription Boxes Revenue
| 39
weeks ended October 2, 2021 | 39
weeks ended September 26, 2020 | Change ($) | Change (%) | |||||||||||||
| Subscription boxes revenue from | ||||||||||||||||
| Active subscriptions – recurring boxes | $ | 11,474,502 | $ | 7,371,851 | $ | 4,102,652 | 55.7 | % | ||||||||
| New subscriptions - first box | 2,688,715 | 2,340,531 | 348,183 | 14.9 | % | |||||||||||
| Total Subscription boxes revenue | $ | 14,163,217 | $ | 9,712,382 | $ | 4,450,835 | 45.8 | % | ||||||||
Revenue by Product Line
| 13
weeks ended October 2, 2021 | 13
weeks ended September 26, 2020 | Change ($) | Change (%) | |||||||||||||
| Revenue by product line | ||||||||||||||||
| Girls’ apparel | $ | 4,189,538 | $ | 3,941,463 | $ | 248,075 | 6.3 | % | ||||||||
| Boys’ apparel | 1,111,509 | 693,066 | 418,443 | 60.4 | % | |||||||||||
| Toddlers’ apparel | 273,052 | - | 273,052 | n/a | % | |||||||||||
| Total revenue | $ | 5,574,099 | $ | 4,634,529 | $ | 939,570 | 20.3 | % | ||||||||
| 39
weeks ended October 2, 2021 | 39
weeks ended September 26, 2020 | Change ($) | Change (%) | |||||||||||||
| Revenue by product line | ||||||||||||||||
| Girls’ apparel | $ | 12,647,081 | $ | 10,374,374 | $ | 2,272,707 | 21.9 | % | ||||||||
| Boys’ apparel | 3,341,419 | 701,636 | 2,639,783 | 376.2 | % | |||||||||||
| Toddlers’ apparel | 574,079 | - | 574,079 | n/a | % | |||||||||||
| Total revenue | $ | 16,562,579 | $ | 11,076,010 | $ | 5,486,569 | 49.5 | % | ||||||||
Earnings Call Information:
Today at 4:30pm ET a live webcast will be accessible at the following link on the investor relations section of the KIDPIK website at https://investor.kidpik.com. Analysts and investors may also call in by dialing (877)-545-0320 or (973)-528-0002 for international callers, conference ID 315694.
A replay of the conference call will be available approximately two hours after the conclusion of the call on the investor relations section of the KIDPIK website at https://investor.kidpik.com or by dialing (877)-481-4010 or (919)-882-2331 for international callers, conference ID 43975. The replay will be available until December 28, 2021.
About Kidpik Corp.
Founded in 2016, KIDPIK (NASDAQ:PIK) is an online clothing subscription box for kids, offering mix-&-match, expertly styled outfits that are curated based on each member’s style preferences. KIDPIK delivers a surprise box monthly or seasonally, providing an effortless shopping experience for parents and a fun discovery for kids. Each seasonal collection is designed in-house by a team with decades of experience designing childrenswear. KIDPIK combines the expertise of fashion stylists with proprietary data and technology to translate kids’ unique style preferences into surprise boxes of curated outfits. We also sell our branded clothing and footwear through our e-commerce website, shop.kidpik.com. For more information, visit www.kidpik.com.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements.” The Private Securities Litigation Reform Act of 1995 provides a safe-harbor for forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to the Company on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including, without limitation, those set forth in the “Risk Factors” section of the Company’s Registration Statement and preliminary prospectus for the offering filed with the SEC. Thus, actual results could be materially different. The Company undertakes no obligation to update these statements whether as a result of new information, future events or otherwise, after the date of this release, except as required by law.
Contacts
Investor
Relations Contact:
James Carbonara
ir@kidpik.com
Media:
press@kidpik.com
Exhibit 99.2