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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 Or 15(d) Of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 31, 2023
POLISHED.COM
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-39418 |
|
83-3713938 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1870
Bath Avenue, Brooklyn, NY 11214
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (800) 299-9470
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-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, $0.0001 par value per share |
|
POL |
|
NYSE American LLC |
Warrants to Purchase Common Stock |
|
POL WS |
|
NYSE American 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 4.02. Non-Reliance On Previously Issued
Financial Statements Or A Related Audit Report Or Completed Interim Review.
On July 31, 2023, Polished.com
Inc. (formerly known as 1847 Goedeker Inc.) (the “Company”), announced that the Audit Committee of the Company’s Board
of Directors (the “Audit Committee”) determined, based on the recommendation of management, that the Company’s previously
issued financial statements included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, and Quarterly
Report on Form 10-Q for the period ended March 31, 2022 (the “Affected Periods)” should no longer be relied upon due to errors
identified in the affected periods primarily due to the findings of an investigation by the Audit Committee concerning certain allegations
made against the Company by certain former employees. As previously disclosed, as a result of these allegations, the Company’s prior
independent registered public accounting firm, Friedman LLP, advised the Company that there may be material adjustments and/or disclosures
necessary to restate previously reported financial information.
As a result of the investigation, the Audit Committee and the Company’s
third-party experts concluded that during the 2021-2022 period the Company was charged by its former Chief Executive Officer approximately
$800,000 for expenses unrelated to the Company and its operations. While re-auditing its financial statements for the year ended December
31, 2021, the Company determined that it needed to restate its previously issued financial statements as of and for the year ended December
31, 2021 to reflect the following adjustments:
Consolidated
Statement of Operations
| 1. | Reduction in revenue of $16.6 million, which comprised the following: (1) an increase in the allowance
for sales returns of $7.4 million, (2) revenue of $8.1 million that should be recognized in 2022, and (3) sales tax collections of $1.1
million improperly recognized as revenue. |
| 2. | Net reduction in cost of goods of $6.7 million, which comprised of the following: (1) reduction in product
cost of sales due to an increase in the allowance for sales returns of $4.0 million, (2) reduction in product cost of sales of $6.0 million
relating to revenue cutoff that should be recognized in 2022, and (3) an offsetting increase in cost of goods sold from an over accrual
of vendor rebates ($0.4 million), under accrual of vendor purchases ($1.5 million), and an error in inventory cutoff ($1.4 million). |
| 3. | Increase in general and administrative expenses of $0.9 million, resulting from an increase in bad debt
expense of $0.6 million in accordance with the Company’s policy for allowance for doubtful accounts, and an over accrual of sales
tax receivable of $0.3 million. |
| 4. | As a result of the changes above, income tax changed from a tax benefit of $4.4 million to a tax expense
of $0.1 million. |
Consolidated
Balance Sheet
| 5. | Net increase in current assets of $6.6 million, which comprised the following: (1) increase in inventory
of $7.7 million, resulting from the reduction in cost of goods sold attributable to the allowance for sales returns, revenue cutoff, and
inventory cutoff, offset by a reduction in showroom inventory of $1.0 million that was reclassified as property and equipment, (2) reduction
in receivables of $1.1 million, resulting from an increase to the allowance for doubtful accounts of $0.6 million, and an over accrual
of vendor rebates (as detailed in Nos. 1-4 above). |
| 6. | Net increase in current liabilities of $18.3 million, which comprised the following: (1) increase in accounts
payable of $10.3 million, as a result of the increase in the allowance for sales returns, and an under accrual of sales tax refund receivable
(netted with the sales tax liability), and (2) increase in customer deposits related to revenue cutoff (as detailed in Nos. 1-4 above). |
| 7. | Increase in long-term liabilities of $4.5 million, relating to an increase to the deferred tax liability
as a result of the changes described above. |
Additionally, the Company determined that it needed to restate its previously
issued financial statements as of and for the three months ended March 31, 2022 to reflect the following adjustments:
Consolidated
Statements of Operations
| 1. | Revenue declined by $4.1 million because of an understatement of a returns allowance and revenue cutoff
issues. |
| 2. | Cost of goods sold increased $1.0 million, net by reclassification of expenses from operating expenses
to cost of goods sold offset by the reduction in product cost associated with the reduction in revenue. |
| 3. | Operating expense declined by $1.9 million primarily by reclassification of operating expense to cost
of goods sold. |
| 4. | Other income (expense) various miscellaneous adjustments totaling $0.2 million. |
| 5. | Income tax expense declined by $3.3 million. |
| 6. | As a result of the above adjustments, net income declined by $0.1 million. |
Consolidated
Balance Sheet
| 7. | Current assets declined by $13.2 million from a $3.8 million reduction in vendor rebate accrual, inventory
declined by $6.7 million, net from changes to sales returns allowance and revenue cutoff adjustments, and prepaid expenses declined by
$2.7 million by to adjust for charging some items to expense, rather than prepaid expense. |
| 8. | Reclassification of showroom inventory to property and equipment. |
| 9. | Eliminate a right-of-use asset on a property that was not occupied. |
| 10. | Reflect the issuance of shares granted to two directors. |
| 11. | Reflect adjustments made to 2021 accumulated deficit and adjustment to net income for the three months
ended March 31, 2022. |
Because of this restatement,
the previously issued financial statements for the Affected Periods, as well as the relevant portions of any communication which describes
or are based on such financial statements, should no longer be relied upon. At this time, the Company cannot provide assurance that other
errors will not be identified or impact additional prior accounting periods.
The Audit Committee,
along with management, discussed with Sadler, Gibb & Associates, LLC, its independent registered public accounting firm, the matters
disclosed in this filing pursuant to this Item 4.02.
Item 7.01. Regulation
FD Disclosure.
On July 31, 2023, the
Company issued a press release related to the matters described in Item 4.02 furnished as part of this Current Report on Form 8-K. A copy
of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits.
As described in Item
7.01 of this Current Report on Form 8-K, the following exhibit is furnished as part of this Current Report on Form 8-K.
(d) Exhibits.
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.
|
By: |
/s/ Robert D. Barry |
|
Name: |
Robert D. Barry |
|
Title: |
Interim Chief Financial Officer and Secretary |
Dated:
July 31, 2023
3
Exhibit 99.1
Polished.com Announces Filing of Restated and Delayed
Financial Statements and Release of Results for Q1 2023
Filings Position Company to Meet Reporting Obligations
and Retain Listing on NYSE American
Provides Estimated Financials for Q2 2023 and
Updated Outlook for the Full Year
Secures Amendment to May 2022 Credit Agreement
and Maintains Relationship with its Lending Bank
BROOKLYN, N.Y.--(BUSINESS WIRE)-- Polished.com Inc.
(NYSE American: POL) (“Polished” or the “Company”) today announced that it is filing all restated and/or delayed
financial statements for Fiscal Year 2021 and Fiscal Year 2022 and is filing its results for the first quarter of Fiscal Year 2023. As
a result, the Company will be current with its financial reporting obligations and is positioned to retain its listing status on the NYSE
American. The Company’s filings and supplemental information can be found on its investor relations website: https://investor.polished.com/financials/sec-filings.
The process of filing amended and delayed financial
statements was extensive because it entailed onboarding a new audit firm and the auditing of the previously filed financial reports since
the Company’s merger and initial public offering (“IPO”) in 2021. The audit resulted in a restatement of the Fiscal
Year 2021 and first quarter of Fiscal Year 2022 results, as well as a reevaluation of the Company’s goodwill associated with the
IPO.
Rick Bunka, Chief Executive Officer, commented:
“Since new management joined in October 2022,
we have been intensely focused on addressing the findings of the Audit Committee’s 2022 investigation and putting Polished on stronger
footing. We have achieved the first round of milestones that include becoming current on financial reporting obligations and positioning
the Company’s securities to preserve their listing status. This said, we acknowledge that the unwelcomed events of the past year
were disruptive for our business, suppliers, partners, shareholders and warrant holders. Fortunately, reaching initial milestones and
remediating past issues will allow the management team to continue its focus on attaining greater stability, producing profitable growth
and resuming normalized communication with the market.
Importantly, while the restated performance of the
business in Fiscal Year 2022 was extremely disappointing, our first quarter results demonstrate that while operating on reduced volume,
the Company can deliver more normalized margins and earnings within the constraints of a difficult consumer spending environment. We intend
to spend the rest of this fiscal year establishing a stronger infrastructure, identifying more efficiencies and making sure we remain
a destination of choice for customers. By taking the right steps over the duration of 2023, which is a fix-and-rebuild year, we will be
well positioned to pursue profitable growth and enhanced value in 2024 and beyond.”
Polished also provided updates on its capital position,
outlook and strategic review.
Top Metrics – First Quarter 2023
| · | Net product sales for the quarter were $95.4 million, compared to $148.7
million in the prior year period. |
| · | Gross profit for the quarter was $21.1 million (22.2% margin), compared to
$30.8 million (20.7% margin) in the prior year period.
|
| · | Net loss for the quarter was $2.8 million, or $0.03 per diluted common share,
compared to net income of $5.8 million, or $0.05 (restated) per diluted common share, in the prior year period.
|
| · | Adjusted EBITDA for the quarter was $1.9 million. |
Top Metrics – FY 2022
|
· |
Net product sales for the year were $534.5 million, compared to $345.7 million for the prior year. |
|
|
|
|
· |
Gross profit for the year was $89.5 million (16.7% margin), compared to $69.8 million (20.2% margin) for the prior year. |
|
|
|
|
· |
Net loss for the year was $126 million, or $1.18 per diluted common share, compared to a net loss of $7.6 million, or $0.12 per diluted common share, in the prior year. This was largely driven by factors that include an impairment charge of $109.1 million. |
|
|
|
|
· |
Adjusted EBITDA for the year was $1.2 million. |
Top Metrics – Amended and Restated FY 2021 Results
| · | Net product sales for the year ended December
31, 2021 were $345.7 million versus previously reported net sales of $362.3 million. The reduction in revenue of $16.6 million comprised
the following: (1) an increase in the allowance for sales returns of $7.4 million, (2) revenue of $8.1 million that should be recognized
in 2022, and (3) sales tax collections of $1.1 million improperly recognized as revenue. |
|
· |
Gross profit for the year was $69.8 million versus a previously reported figure of $79.6
million. |
|
|
|
|
· |
Net loss for the year ended December 31, 2021 was $7.6 million, or $0.12 per diluted common share, versus
reported net income of $7.7 million, or $0.10 per diluted common share. |
Update on Capital Position, Outlook and Ongoing Review Process
| | |
| · | As of June 30, 2023, the Company had $8.7 million
in cash and cash equivalents and $5.6 million in restricted cash relative to $102.8 million in debt. At this time, the Company has sufficient
cash to fund its operations and it does not anticipate the need to raise capital to sustain operations. |
| · | The Company has secured an amendment (the
“Amended Credit Agreement”) to its May 2022 credit agreement that revises the new EBITDA covenant and minimum liquidity
provision. The amendment requires the Company to repay its existing term loan and any revolving loans by August 31, 2024. To help
Polished maintain optimal flexibility and liquidity, the Company has started working with an independent financial advisor to
explore options for replacing the loan. Additional information pertaining to the Amended Credit Agreement can be found on a Form
10-K that will be filed by the Company with the U.S. Securities and Exchange Commission. |
| · | Due to extended disruptions associated with remediating
legacy issues and the significant, unexpected decline in discretionary spending, which has impacted the broader household appliances market,
Polished is estimating Net Sales of between $85 million and $90 million and low-single-digit EBITDA margins for the second quarter. |
| o | The Company expects to generate annualized Net Sales of between $375 million and $400 million and low-single-digit
EBITDA margins for the full year. |
| o | These expectations are as of July 31, 2023, and remain subject to substantial uncertainty. Results are
unpredictable and may be materially affected by various factors, such as the economy, inflation, interest rates, regional labor markets,
supply chain constraints and other variables. |
| · | The Board of Directors and management continue
to work with independent advisors to evaluate strategic alternatives that can maximize value. There is no assurance that this ongoing
process will result in any transaction or sale of the Company. |
Conference Call
The Company will host an investor conference
call at 8:30 a.m. ET on Friday, August 4, 2023 to review its results. The phone number for the investor conference call is 1-844-881-0136
(toll-free) or 1-412-902-6507 (international); please ask to join the Polished Investor Conference Call. This call and all supplemental
information can be accessed on the Company’s investor relations site at https://investor.polished.com.
ABOUT POLISHED
Polished is raising the bar, delivering a world-class,
white-glove shopping experience for home appliances. From the best product selections from top brands to exceptional customer service,
we are simplifying the purchasing process and empowering consumers as we provide a polished experience, from inspiration to installation.
A product expert helps customers get inspired and imagine the space they want, then shares fresh ideas, unbiased recommendations and excellent
deals to suit the project's budget and style. The goal is peace of mind when it comes to new appliances. Polished perks include its "Love-It-Or-Return-It"
30-day policy, extended warranties, the ability to arrange for delivery and installation at your convenience and other special offers.
Learn more at www.Polished.com.
FORWARD LOOKING STATEMENTS
This press release contains
"forward-looking statements" that are subject to substantial risks and uncertainties. All statements, other than
statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained
in this press release may be identified by the use of words such as "anticipate," "believe,"
"contemplate," "could," "estimate," "expect," "intend," "seek,"
"may," "might," "plan," "potential," "predict," "project,"
"target," "aim," "should," "will", "would," or the negative of these words or
other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on
the Company's current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict.
Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. You
should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other
factors, which are, in some cases, beyond the Company’s control and which could materially affect results. Factors that may
cause actual results to differ materially from current expectations include, among other things, those described more fully in the
section titled "Risk Factors" of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and
Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the Securities and Exchange Commission. Forward-looking
statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information
except as required under applicable law.
NON-GAAP FINANCIAL MEASURES
The Company's audited consolidated financial statements
and unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in
the United States ("GAAP"). The Company also provides financial information in this release that was not prepared in accordance
with GAAP and should not be considered as an alternative to the information prepared in accordance with GAAP. The Company believes the
non-GAAP financial measures presented in this press release will help investors understand the financial condition and operating results
of the Company and assess the Company’s future prospects. The Company believes these non-GAAP financial measures, each of which
is discussed in greater detail below, are important supplemental measures because they exclude unusual or non-recurring items as well
as non-cash items that are unrelated to or may not be indicative of our ongoing operating results. Further, when read in conjunction with
GAAP results, these non-GAAP financial measures provide a baseline for analyzing trends in our underlying businesses and can be used by
management as a tool to help make financial, operational and planning decisions. Finally, these measures are often used by analysts and
other interested parties to evaluate companies in our industry by providing more comparable measures that are less affected by factors
such as capital structure.
The Company recognizes that these non-GAAP financial
measures have limitations, including that they may be calculated differently by other companies or may be used under different circumstances
or for different purposes, thereby affecting their comparability from company to company. In order to compensate for these and the other
limitations discussed below, management does not consider these measures in isolation from or as alternatives to the comparable financial
measures determined in accordance with GAAP. Readers should review the reconciliations below and should not rely on any single financial
measure to evaluate our business.
The non-GAAP financial measure used in this press
release is adjusted EBITDA. The Company defines adjusted EBITDA as net income before income taxes, depreciation and amortization, financing
costs, interest expense, sales tax accrual and one-time non-operational events. Adjusted EBITDA is not calculated in accordance with GAAP
and should not be considered an alternative to any financial measure that was calculated under GAAP. Adjusted EBITDA is used to facilitate
a comparison of the ordinary, ongoing and customary course of the operations of the combined company on a consistent basis from period
to period and provide an additional understanding of factors and trends affecting the business of the Company. Adjusted EBITDA may not
be comparable to similarly titled non-GAAP measures used by other companies as other companies may have calculated the measures differently.
The reconciliation of adjusted EBITDA to net income
for the Company is provided below (in thousands):
Q1 2023:
| |
Three Months Ended | |
| |
March 31, 2023 | |
Net loss for three months ended March 31, 2023 | |
$ | (2,761 | ) |
Depreciation and amortization | |
| 1,070 | |
Interest expense | |
| 1,882 | |
Income tax expense | |
| 104 | |
| |
| | |
EBITDA | |
| 295 | |
Adjustments | |
| | |
Loss on change in fair value of derivative contract | |
| 1,325 | |
Management fee | |
| 63 | |
Stock compensation expense | |
| 188 | |
| |
| | |
ADJUSTED EBITDA | |
$ | 1,871 | |
FY 2022:
| |
Year-Ended | |
| |
December 31, 2022 | |
Net loss for year | |
$ | (125,965 | ) |
Depreciation and amortization | |
| 11,456 | |
Interest expense | |
| 3,421 | |
Income tax benefit | |
| (8,409 | ) |
| |
| | |
EBITDA | |
| (119,497 | ) |
Adjustments | |
| | |
Impairment of goodwill and intangible assets | |
| 109,140 | |
Loss on settlement of debt | |
| 3,240 | |
Estimated penalty and interest for late filing sales tax | |
| 2,123 | |
Negotiated settlement of fees related to Appliances Connection Acquisition | |
| 1,750 | |
Specific inventory reserves | |
| 1,100 | |
Allowance for doubtful accounts | |
| 900 | |
Severance payments | |
| 613 | |
Sales tax audit findings | |
| 400 | |
Fee to re-audit 2021 | |
| 465 | |
Delaware 405 lawsuit | |
| 475 | |
Miscellaneous other items | |
| 516 | |
| |
| | |
ADJUSTED EBITDA | |
$ | 1,225 | |
CONTACTS
Investor Relations
ir@polished.com
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