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Pharmapacks - The Rise and Fall
How a $500mm / year seller went bust
November 2nd, 2022
Pharmapacks was the single largest Amazon seller in the US and the third largest Amazon seller in the world, with revenue north of $500 million per year. They raised a total of $425 million in funding, planned to go public via a SPAC IPO valued north of $1.5 billion, and projected to reach more than $1 billion in revenue in a few years. It seemed like they were going to continue to dominate the ecommerce world for years to come. Their bankruptcy filing took many in the space by surprise - how could a company with that much money go belly up? Was it simply a bad business model? Poor timing with Covid and supply chain issues? Or perhaps just simply overreaching with their growth?
We’ve dug deep to compile the best possible data for this case study, pulling and aggregating information across newspaper articles, trade journals, government filings, industry experts, and more to give you a more in-depth exploration of the company than ever seen before.
Year over year revenue
in millions of dollars
For most sellers, these are incredible revenue numbers. But, their recent bankruptcy filing signals of some larger issues behind the scenes.
In this article, we'll look at
- The Pharmapacks Journey
- Was Pharmapacks Profitable?
- Business Model & Sales Strategy
- Moats
- Path to Profitability
- What went Wrong?
- Who owned Pharmapacks?
- Debt Profile
- Takeaways
But before we dive in - first a quick disclaimer. I am not an accountant, nor do I have any expertise in mergers, acquisition, or fundraising at this level. This analysis was performed using publicly available information sourced from SEC filings, newspaper articles, trade publications, and more. I do not have any insider knowledge as to what was happening at Pharmapacks, nor do I have any financial interests in Pharmapacks or it's subsidiaries. However, I have done my absolute best to present an objective and realistic analysis of the available data here.
You may be asking - why the focus on Pharmapacks? They were a company near and dear to my heart. When I was actively selling on Amazon, they were a constant source of inspiration for what a wholesale business can be. Their success, to me, really emphasized just how important having a data "edge" is in the wholesale business. This ultimately led me down the path and to where I am today - trying to provide the absolute best possible tools to help Amazon sellers succeed, even when they are competing against massive companies with enormous capital to invest on internal tooling.
So without further ado, let's dive on in!
The Pharmapacks Journey
2010
2010
Pharmapacks was started in 2010 with approximately $750,000 raised from friends and family. They started out as a traditional brick-and-mortar pharmacy and started to sell health and personal care products on both Amazon and eBay.2012
2012
Reached $5.7 million in sales per year2013
2013
Reached $17.5 million in sales per year2014
2014
Reached $31.5 million in sales per year
In 2014 founder Andrew Vagenas met Jonathan Webb through a friend. Webb ended up joining the company, bringing his knowledge in business and branding. Webb also brought a very important family connection - his wife’s uncle ran Quality King, one of the largest (and largely considered the most successful) secondary marketplace distributors in the world.
While speculative, it is likely during this time that Quality King took a ~20% equity stake in the company.
2015
2015
Reached $66.6 million in sales per year.
Landed at #115 in Inc. 5000's fastest growing companies, with a three-year revenue growth of 3,035%.
2016, October
2016, October
Leased a 140,000 sf warehouse / distribution facility at 1516 Motor Parkway, NY with $2 million in planned capital improvements and $8 to $10 million in automation and robotics.
2016
2016
Reached $121.1 million in sales per year.
Landed at #358 in Inc. 5000's fastest growing companies, with a three-year revenue growth of 1,071%.
2017
2017
Reached $170 million in sales per year.
Landed at #772 in Inc. 5000's fastest growing companies, with a three-year revenue growth of 592%.
2018, June
2018, June
Raised $32.5mm series A2018
2018
Reached $202 million in sales per year.
Landed at #1,212 in Inc. 5000's fastest growing companies, with a three-year revenue growth of 399%.
2019
2019
Reached $246 million in sales per year.
Landed at #1,916 in Inc. 5000's fastest growing companies, with a three-year revenue growth of 209%.
2020, April
2020, April
Approved for lease of 232,000 sf facility at 80 Wilshire Boulevard, NY with an estimated cost of $10.7 million to outfit.
2020, July
2020, July
Raised $150 million2020, September
2020, September
Raised $40 million bridge round2020, November
2020, November
Raised $250 million2020
2020
Reached $373 million in sales per year.
Falls off the Inc. 5000's fastest growing companies list. Their growth rate should have qualified them for a spot here, so this was likely due to either not getting audited, not passing the audit, or simply not submitting. Potentially they were just too busy doing fundraising and dealing with the new challenges of Covid.
2021, September
2021, September
Announced intention to IPO via a SPAC. They forecast that the SPAC deal would add approximately $434 million in cash to it's balance sheet.2021, October
2021, October
Purchased 315,000 sf facility in California for $57 million, with an additional $10 million in renovations and retrofitting planned.
2021
2021
Projected to reach $450 million in sales per year2022
2022
Projected to reach $595 million in sales per year2022, March
2022, March
SPAC deal falls through due to "unfavorable market conditions"2022, June
2022, June
Pharmapacks files for bankruptcyWas Pharmapacks Profitable?
While we don't have any definitive information for the earlier years, it is likely that Pharmapacks was running profitably or at least near break even for the first 8 years. While they did take $750,000 in initial investment from friends and family to get the company started, they considered themselves bootstrapped up until 2018, when they raised $32.5 in their Series A. It is unlikely that they would have been able to grow to $170 million in sales in their first 7 years without outside investment if they were running deeply in the red.
Documents do show them running at a deep loss from 2018 onwards, posting net losses of $23 million in 2018, $35 million in 2019, and $61 million in 2020. This was likely why they needed to keep raising money, as their growth was costing them a lot.
| Actual | Expected | ||||||
|---|---|---|---|---|---|---|---|
| ($mm) | 2018A | 2019A | 2020A | 2021E | 2022E | 2023E | 2024E |
| Revenue | $202 | $246 | $373 | $456 | $707 | $1,028 | $1,335 |
| YoY Growth (%) | 22% | 52% | 22% | 55% | 45% | 30% | |
| Total Gross Profit | $89 | $112 | $177 | $207 | $324 | $484 | $651 |
| Gross Margin (%) | 44% | 46% | 47% | 45% | 46% | 47% | 49% |
| Selling & Distribution Expenses | $88 | $117 | $188 | $237 | $298 | $370 | $459 |
| % of Revenue | 44% | 48% | 50% | 52% | 42% | 36% | 34% |
| Warehouse & G&A Expense | $24 | $30 | $49 | $99 | $115 | $122 | $133 |
| % of Revenue | 12% | 12% | 13% | 22% | 16% | 12% | 10% |
| Operating Income | ($23) | ($35) | ($61) | ($129) | ($89) | ($7) | $58 |
| Margin (%) | (11%) | (14%) | (16%) | (28%) | (13%) | (1%) | 4% |
While they forecast large additional losses for 2021, 2022, and 2023, they were expecting to start turning a profit by 2024. Which begs the question - how exactly were they planning on doing that? But before we can answer that, we need to look at their business model.
Business Model & Sales Strategy
While Pharmapacks started off as a reseller, they did start to add other revenue streams to their business. From paperwork filed in 2020, they had 3 primary revenue sources in the business:
- Distributor sales. These are more conventional wholesale type sales, where they are buying products from a distributor who is selling name brand goods.
- Consumer Packaged Good (CPG) conglomerates. These are relationships where Pharmapacks is able to buy name brand goods directly from the brands themselves. So for example, instead of buying something like Lysol through a distributor, they were able to buy Lysol directly from the parent company, cutting out one middleman in the process. These relationships very well may have contained exclusivity contracts as well, allowing Pharmapacks to be the sole seller on various online marketplaces.
- Digitally Native Brands. These are more traditional private label brands. Pharmapacks had 20+ brands they had an ownership stake in. Private label brands generally will tend to have higher margins, but generally will have lower sales volumes than larger, more recognized brands from CPGs. Pharmapacks had a mixture of internal brands as well as external brands that they either acquired and/or earned equity stakes in.
While they sold in a number of different online marketplaces, including their own website, Amazon was by far their largest sales channel, accounting for approximately 80% of their sales in 2020.
The pie charts below show the actual numbers in 2020 and expected numbers by 2022 for their various revenue sources, as well as anticipated changes in marketplace volume.
Revenue by Marketplace
$373M
Revenue by Type
$373M
Some points worth noting:
- A full 80% of their revenue came from Amazon in 2020
- A stable forecast (read: no growth) for their bread-and-butter distributor wholesale model
- They were betting big on Walmart growth, with forecasts going from $60M to $226M, almost 100% year over year growth.
- High optimism from their digitally native brands segment, with forecasts expected to more than triple sales from $67M to $233M.
Moats
The major moat that Pharmapacks built was its distribution. They invested heavily into their own warehouse and fulfillment centers. They were likely one of the largest sellers in the world utilizing Amazon’s Seller Fulfilled Prime program, which essentially allows your FBM shipments to be eligible for the Prime program, greatly increasing sales velocity.
Their agreements with large CPGs would also have been incredibly difficult for other companies to replicate as well, which likely gave them exclusive access to online distribution channels for some of the fastest moving consumer packaged goods in the country.
The family connection to Quality King is one that cannot be overlooked either. Quality King likely offered Pharmapacks access to goods cheaper than they could be sourced from traditional distributors, as well as potential access to Quality King’s top tier legal counsel to help defend themselves against IP complaints, lawsuits, and other legal issues.
Path to Profitability
While their reliance on the Seller Fulfilled Prime (SFP) program gave them great sales velocity, it was also incredibly expensive. Part of the eligibility for SFP is to have two-day shipping to all of their customers. With their primary warehouse located in New York, this allowed them to fairly cheaply offer two-day shipping to a majority of the east coast, particularly their customers in New York. But it is simply expensive to ship a package with two day shipping across the country to a customer in California, as it likely requires the package to be shipped via air.
The table below breaks down how the shipping type impacts their margins. While they had 5% net margins on their ground shipments, they had (-17%) margins on all their air shipping, which accounted for approximately 15% of their packages in 2021. In other words, for every $100 in sales they did that they had to ship via air, they lost $17. Averaging their ground and air shipment costs, they forecast a 2% blended margin contribution in 2021.
2021 Expected
Ground / 3rd Party Fulfillment (~85% of shipments)
Air Freight (~15% of shipments)
Blended contribution margin: 2%
2024 Expected
Ground / 3rd Party Fulfillment (~98% of shipments)
Air Freight (~2% of shipments)
Blended contribution margin: 16%
Reducing the frequency of reliance on air shipping was the major opportunity they saw to drive down their costs and increase their margins. With a warehouse planned to open in California in 2022, a Texas facility in 2023, and a facility in the midwest sometime in 2024+, they were expected to be able to cover 92% of the population with two day ground shipping and 46% with next day shipping. This would have increased their blended margin contribution from 2% to 16%, allowing them to finally start earning a profit.
However, additional fulfillment centers come with very large fixed costs. For each of the three planned new fulfillment centers, they were likely looking at tens of millions per year in lease costs, another $10 - $20 million to retrofit, purchase, and install equipment, as well as the overhead of having at least a few hundred additional employees on the payroll (at ~$35,000 per employee).
While the additional fulfillment centers drive up their unit margins, Pharmapacks needed to continue pushing some incredible growth numbers on their top-line revenue in order to cover the large increases in their fixed costs associated with adding additional fulfillment centers to their network.
Pharmapacks were also looking to push their digitally native brand portfolio as well, which boasts structurally higher margins than distributor or CPG sourced products.
What went Wrong?
The reliance on outside capital to keep the lights on until they hit certain economies of scale sticks out as the most obvious problem here. They took a “bet the company” approach to try and reach the billion-plus dollar valuation by aggressive investment in extremely capital intensive strategies, like building out distribution centers.
While this strategy has worked previously, it poses an existential risk. If your access to outside capital dries up, then your company goes under. As we have seen with the recent economic downturn, low interest rate capital looking for a good home isn’t an infinitely deep pool.
The increased supply chain shortages caused significant out of stock issues for Pharmapacks, costing them an estimated $116 million in sales in 2021. This, combined with likely increased hiring and payroll costs during covid, likely accelerated their need for an outside capital infusion.
While speculative, I believe that the $440 million they had raised the year prior likely made them a less than favorable target for an additional investment raise, which likely pushed them into the SPAC IPO route.
All this likely contributed to their SPAC IPO falling through due. Unfortunately, we don’t have much detail on the exact reasons behind that other than “unfavorable market conditions.”
Who owned Pharmapacks?
While ownership information of a private company such as Pharmapacks was hard to come by, we were able to uncover three documents which give some details of ownership over time. As you'd expect, progressively more ownership is given to investors throughout the various investment rounds.
A few things of note:
- A number of suppliers were also equity partners, notably Quality King, Reckitt Benckiser, Sealed Air Corporation, a venture arm of McKesson, and a "P&G 610 LLC" which may or may not be an entity related to the CPG conglomerate, Proctor and Gamble.
- Early partnerships with Quality King and Reckitt Benckiser were likely instrumental in alleviating cash flow issues, opening doors to CPG exclusives, and potentially giving Pharmapacks access to Quality King's legal team. Their legal team has successfully defended Quality King in numerable cases (some even reaching the Supreme Court), earning them the nickname of "ever-innocent Quality King".
- Later partnerships with Sealed Air Corporation likely helped in reducing cash flow constraints when upgrading and installing automation equipment in warehouse and distribution facilities.
- Later partnerships with McKesson and, potentially, P&G would likely have helped in creating and solidifying CPG exclusive deals while simultaneously easing cash flow constraints.
Ownership
Debt Profile
According to the bankruptcy filing, Pharmapacks owed it's top 29 creditors a total of $123 million. However, these filings are including convertible notes, which are technically debt, but not in the sense that we would typically think of it. Convertible notes can be more accurately thought of as a loan that is not expected to be paid back with principal and interest, but rather with future equity in the company.
| Company | Country | Debt Type | Amount |
|---|---|---|---|
| MTVL, LLC | HK | CONVERTIBLE NOTES | $30,000,036.00 |
| LUXOR CAPITAL GROUP LP | US | CONVERTIBLE NOTES | $17,983,850.00 |
| HEIGHTS CAPITAL MANAGEMENT | US | CONVERTIBLE NOTES | $14,999,992.50 |
| MGG INVESTMENT GROUP LP | US | CONVERTIBLE NOTES | $14,999,992.50 |
| THE POSES FAMILY FOUNDATION | US | CONVERTIBLE NOTES | $7,499,992.00 |
| LO GLOBAL PRIVATE ASSETS FUND | LU | CONVERTIBLE NOTES | $4,999,997.50 |
| GLENN M. CREAMER ASSOCIATES II LP | US | CONVERTIBLE NOTES | $2,999,998.50 |
| AJZ WINDMILL LLC | US | CONVERTIBLE NOTES | $2,899,996.00 |
| CFGI HOLDINGS, LLC | US | TRADE PAYABLE | $2,722,937.55 |
| UNITED PARCEL SERVICE | US | TRADE PAYABLE | $2,649,944.38 |
| GRIBOVO HOLDINGS LLC | US | CONVERTIBLE NOTES | $2,095,000.00 |
| ALTAHEIDE LLC | US | CONVERTIBLE NOTES | $1,999,999.00 |
| RICHARD KING MELLON FOUNDATION | US | CONVERTIBLE NOTES | $1,999,999.00 |
| ETHIQUE LIMITED | NZ | TRADE PAYABLE | $1,745,491.84 |
| TRADESWELL INC. | US | TRADE PAYABLE | $1,422,268.90 |
| JEROME PERIBERE | US | CONVERTIBLE NOTES | $1,200,000.00 |
| RANDSTAD US, LLC | US | TRADE PAYABLE | $1,079,805.47 |
| MCKESSON MEDICAL | US | TRADE PAYABLE | $1,079,150.94 |
| BAYER HEALTHCARE LLC | US | TRADE PAYABLE | $1,054,651.16 |
| DAVID WOLKOFF | US | CONVERTIBLE NOTES | $1,000,000.00 |
| SCRUB DADDY INC. | US | TRADE PAYABLE | $972,929.36 |
| KORBER SUPPLY CHAIN US, INC. F/K/A HIGHJUMP | US | TRADE PAYABLE | $968,436.92 |
| KINRAY INC. | US | TRADE PAYABLE | $936,440.47 |
| MEDTECH PRODUCTS, INC. | US | TRADE PAYABLE | $781,749.00 |
| JOHNSON & JOHNSON CONSUMER INC | US | TRADE PAYABLE | $669,880.74 |
| JPMORGAN CHASE BANK, N.A. | US | TRADE PAYABLE | $619,055.52 |
| RB HEALTH(US) LLC C/O RECKITT BENCKISER LLC | US | PPP LOAN | $618,691.72 |
| MAESA HOLDINGS INC. | US | TRADE PAYABLE | $573,049.23 |
| 4X COMMERCE LLC | US | TRADE PAYABLE | $563,797.84 |
| Total Debt | $123,137,134.04 |
If we exclude the convertible notes from the debt profile, things look a little more reasonable, with $18.4 million in more conventional debt. While this may look like a lot offhand, Pharmapacks ran at a ~50% gross margin.
So, if they were selling $1.5M in product per day in early 2022, that's a monthly turnover of $45M or so, with ~50% of that going to COGS, for ~$22.5M in COGS expenses per month. Pharmapacks likely had net payments terms with their suppliers, which would make this level of debt not particularly noteworthy.
| Company | Country | Debt Type | Amount |
|---|---|---|---|
| CFGI HOLDINGS, LLC | US | TRADE PAYABLE | $2,722,937.55 |
| UNITED PARCEL SERVICE | US | TRADE PAYABLE | $2,649,944.38 |
| ETHIQUE LIMITED | NZ | TRADE PAYABLE | $1,745,491.84 |
| TRADESWELL INC. | US | TRADE PAYABLE | $1,422,268.90 |
| RANDSTAD US, LLC | US | TRADE PAYABLE | $1,079,805.47 |
| MCKESSON MEDICAL | US | TRADE PAYABLE | $1,079,150.94 |
| BAYER HEALTHCARE LLC | US | TRADE PAYABLE | $1,054,651.16 |
| SCRUB DADDY INC. | US | TRADE PAYABLE | $972,929.36 |
| KORBER SUPPLY CHAIN US, INC. F/K/A HIGHJUMP | US | TRADE PAYABLE | $968,436.92 |
| KINRAY INC. | US | TRADE PAYABLE | $936,440.47 |
| MEDTECH PRODUCTS, INC. | US | TRADE PAYABLE | $781,749.00 |
| JOHNSON & JOHNSON CONSUMER INC | US | TRADE PAYABLE | $669,880.74 |
| JPMORGAN CHASE BANK, N.A. | US | TRADE PAYABLE | $619,055.52 |
| RB HEALTH(US) LLC C/O RECKITT BENCKISER LLC | US | PPP LOAN | $618,691.72 |
| MAESA HOLDINGS INC. | US | TRADE PAYABLE | $573,049.23 |
| 4X COMMERCE LLC | US | TRADE PAYABLE | $563,797.84 |
| Total Debt | $18,458,281.04 |
Takeaways
A few takeaways for your business:
- Bet-the-company strategies can fail catastrophically.
- High fixed costs decrease your optionality. Pharmapacks likely couldn’t scale down their warehouse operations and payroll costs when they were facing supply shortages.
- Access to capital can change quickly in evolving market conditions. More conventional credit, such as credit cards, lines of credit, or supplier net payment terms are not immune from this.
Does it make sense to have your own warehouse and employees? Sure, your unit margins are going to be better, but is losing the optionality during a downturn worth it?
What is the ideal amount of debt to take on to grow your business? Having a year’s worth of expenses in the bank is certainly safe, but how much does it cost you in potential growth?
While there is no right or wrong answer to these questions and there is an enormous spectrum of answers, Pharmapacks presents an interesting case study of a business on one extreme end of that spectrum - a business that bet it all, invested heavily into growth to eventually reach a stage of profitability, who had their firehose of outside capital dry up.
Bonus - Pharmapacks' Vendor List
In their bankruptcy filings, Pharmapacks entire vendor list was disclosed. While this has some vendors in it that won't be applicable to you (like the company they used to do their fencing), there may be some gold nuggets of suppliers in there!Get the 700+ Vendor List
Can I ask a favor? If you found any part of this case study interesting - could you share it with a friend? We're trying to push out more high-quality content like this and a share would be very much appreciated!
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