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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):
August 5, 2024
Purple Innovation, Inc.
(Exact Name of Registrant as Specified in its
Charter)
Delaware |
|
001-37523 |
|
47-4078206 |
(State of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
4100 North Chapel Ridge Rd., Suite 200 |
|
|
Lehi, Utah |
|
84043 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (801) 756-2600
N/A
(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
communication 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-commencements
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 |
Class A Common Stock, par value $0.0001 per share |
|
PRPL |
|
The NASDAQ Stock Market LLC |
Preferred Stock Purchase Rights |
|
N/A |
|
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 August 5, 2024, Purple Innovation, Inc. (the
“Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2024, and providing
revised net revenue guidance for 2024. A copy of this press release is furnished as Exhibit 99.1 to this report and incorporated by reference
herein.
The information furnished pursuant to this Item
2.02, including 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”), and shall not be deemed to be 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 filing.
The press release furnished herewith in Exhibit
99.1 contains non-GAAP financial measures. Management believes non-GAAP financial measures assist management and investors in evaluating
and comparing period-to-period results and projections in a more meaningful and consistent manner. Reconciliations for these non-GAAP
financial measures to the most directly comparable GAAP financial measures are included in the press release.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
SIGNATURE
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: August 5, 2024 |
PURPLE INNOVATION, INC. |
|
|
|
|
By: |
/s/ Todd Vogensen |
|
|
Todd Vogensen |
|
|
Chief Financial Officer |
2
Exhibit 99.1
Purple
Innovation Reports Second Quarter 2024 Results
Lehi,
Utah, August 5, 2024 – Purple Innovation, Inc. (NASDAQ: PRPL) (“Purple”), a comfort innovation company known for
creating the “World’s First No Pressure™ Mattress,” today announced results for the second quarter ended June
30, 2024.
Second
Quarter Financial Summary (Comparisons versus Second Quarter 2023)1
| ● | Net
revenue increased 2.0% to $120.3 million compared to $117.9 million. |
| o | Wholesale
revenue increased 7.2% and Direct-to-Consumer (DTC) revenue decreased 1.8%. |
| ● | Gross
margin increased to 40.7% compared to 30.1%. |
| ● | Operating
expenses were $63.5 million, or 52.8% of revenue compared to $75.7 million, or 64.3% of revenue. |
| ● | Operating
loss was $(14.5) million compared to an operating loss of $(40.3) million. |
| ● | Net
income was $0.0 million as compared to a net loss of $(40.5) million. |
| o | Adjusted
net loss was $(13.8) million, or $(0.13) per diluted share as compared to adjusted net loss
of $(23.9) million, or $(0.23) per diluted share. |
| ● | EBITDA
was $10.6 million compared to $(34.3) million. |
| o | Adjusted
EBITDA was $(4.1) million compared to $(21.5) million. |
| ● | Cash
and cash equivalents were $23.4 million at June 30, 2024. |
“Our
second quarter results underscore the progress we’ve made enhancing the financial profile of the Company,” said Chief Executive
Officer Rob DeMartini. “Even as industry trends further deteriorated and impacted demand, we exceeded our adjusted EBITDA plan
thanks to a number of operational improvements and cost saving programs that drove a significant increase in gross margins on both a
year-over-year and sequential basis. As we look forward, we remain on track for a return to profitability in the second half of the year
and are confident that our Path to Premium Sleep strategy will continue to gain traction in the marketplace, allowing us to take share
and deliver value to our shareholders.”
Second
Quarter 2024 Review
Second
quarter 2024 net revenue increased 2.0% to $120.3 million, compared to $117.9 million in the second quarter of 2023. This increase was
primarily due to increased wholesale channel revenues driven by a significant increase in wholesale floor slots, along with the continued
positive response to the Company’s new product lineup. By channel, wholesale revenue increased 7.2% and DTC revenue decreased 1.8%. DTC
net revenues declined due to lower e-commerce revenue partially offset by growth in Purple retail showroom revenue driven by the addition
of 4 showrooms over the previous 12 months, along with a product mix shift to higher priced product.
Gross
margin for the second quarter 2024 increased to 40.7% compared to 30.1% in the year ago period. Excluding the liquidation of discontinued
products and other costs associated with the new product launch in the second quarter of 2023, the increase in gross margins was primarily
attributable to improved production efficiencies gained through the implementation of several commercial and supply chain actions over
the past year.
1 | Reconciliations for non-GAAP financial measures to the most directly comparable GAAP financial
measures are included in the “RECONCILIATION OF GAAP TO NON-GAAP MEASURES” tables at the end of this press release. |
Operating
expenses were $63.5 million, or 52.8% of net revenue for the second quarter of 2024 compared to $75.7 million, or 64.3% of net revenue
in the year ago period. The reduction in operating expenses was largely driven by a $8.3 million decrease in general and administrative
costs reflecting the non-recurrence of legal and professional fees incurred by the Board’s Special Committee in the second quarter
of 2023, along with a $5.0 million decrease in marketing and sales expense. Advertising spend as a percentage of net revenues was 13.2%
in the second quarter of 2024 compared to 17.0% in the second quarter of 2023.
Operating
loss was $(14.5) million for the second quarter 2024 compared to $(40.3) million in the prior year period.
Net
income was $0.0 million for the second quarter 2024 compared to a net loss of $(40.5) million in the year ago period. Adjusted net loss,
which excludes adjustments for certain non-cash items and other items the Company does not consider in the evaluation of ongoing operational
performance, including a $18.7 million gain on the change in fair value of the warrant liability, was $(13.8)million, or $(0.13) per
diluted share, compared to $(23.9) million, or $(0.23) per diluted share in the prior year period. Adjusted net loss has also been adjusted
to reflect an estimated effective income tax rate of 25.9% for the current year and comparable prior year period.
EBITDA
for the second quarter 2024 was $10.6 million compared to $(34.3) million in the second quarter 2023. Adjusted EBITDA was $(4.1) million
compared to Adjusted EBITDA of $(21.5) million in the prior year period.
Balance
Sheet
As
of June 30, 2024, the Company had cash and cash equivalents of $23.4 million compared to $26.9 million as of December 31, 2023.
Inventories
as of June 30, 2024 totaled $69.7 million, representing a decrease of 11.2% compared with June 30, 2023, and an increase of 4.2% compared
with December 31, 2023.
2024
Outlook
Based
on first half results, couple with ongoing industry-wide demand declines, the Company is amending its revenue outlook and reiterating
its adjusted EBITDA outlook for 2024.
Purple
now expects full year net revenue to be in the range of $490 to $510 million compared to its prior range of $540 million to $560 million.
The Company still expects Adjusted EBITDA to be between $(20) million and $(10) million.
Conference
Call and Webcast Information
Purple
Innovation, Inc. will host a live conference call to discuss financial results today, August 5, 2024 at 4:30 p.m. Eastern Time. To access
the call dial (844) 825-9789 (domestic) or (412) 317-5180 (international). The call is also being webcast and can be accessed on the
investor relations section of the Company’s website, investors.purple.com. After the conference call, a webcast replay will remain available
on the investor relations section of the Company’s website for 30 days.
About
Purple
Purple,
the leading premium mattress company with the #1 Gel Grid technology in the world, the GelFlex® Grid, thoughtfully
engineers products that make restorative sleep effortless for every kind of sleeper. The result of over 30 years of innovation and in
comfort technologies, Purple’s GelFlex Grid is the most significant advancement in mattresses in decades and is proven to reduce aches
and pains. It instantly adapts as you move, balances temperature, relieves pressure and offers support in all the right places. Purple
products, including mattresses, pillows, cushions, frames, sheets, and more, can be found online at Purple.com, in 60 Purple stores
and over 3,000 retailers nationwide. Sleep Better. Live Purple.
Forward
Looking Statements
Certain
statements made in this release that are not historical facts are “forward looking statements” within the meaning of the
“safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Statements based on historical
data are not intended and should not be understood to indicate the Company’s expectations regarding future events. Forward-looking
statements provide current expectations or forecasts of future events or determinations. These forward-looking statements are not guarantees
of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. Factors that could influence the realization of forward-looking statements include,
among others: changes in economic, financial and end-market conditions in the markets in which we operate; fluctuations in raw material
prices and cost of labor; the financial condition of our customers and suppliers; competitive pressures, including the need for technology
improvement, successful new product development and introduction; changes in consumer demand, including pullbacks in consumer spending;
disruptions to our manufacturing processes; and the risk factors outlined in the “Risk Factors” section of our Annual Report
on Form 10-K filed with the Securities and Exchange Commission on March 12, 2024, and in our other filings made with the SEC. The Company
does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
Non-GAAP
Financial Measures
EBITDA,
adjusted EBITDA, adjusted net income, and adjusted net income per diluted share are non-GAAP financial measures that remove the impact
of certain non-cash and non-recurring costs. Management believes that the use of such non-GAAP financial measures provides investors
with additional useful information with respect to the impact of various adjustments, which we view as a better measure of our operating
performance. Refer to the attached table for the reconciliation of such non-GAAP financial measures to the most comparable GAAP financial
measure.
With
respect to the Company’s Adjusted EBITDA outlook for the third quarter and full year 2024, a quantitative reconciliation to the
corresponding GAAP information cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting
the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are
out of our control, or cannot be reasonably predicted, including but not limited to warrant liabilities and stock based compensation.
For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material
impact on its future GAAP financial results.
Investor
Contact:
Brendon Frey, ICR
brendon.frey@icrinc.com
203-682-8200
PURPLE
INNOVATION, INC.
Condensed
Consolidated Balance Sheets
(unaudited
– in thousands, except for par value)
| |
June 30, 2024 | | |
December 31, 2023 | |
Assets | |
| | |
| |
Current assets: | |
| | |
| |
Cash and cash equivalents | |
$ | 23,408 | | |
$ | 26,857 | |
Accounts receivable, net | |
| 32,083 | | |
| 37,802 | |
Inventories | |
| 69,657 | | |
| 66,878 | |
Prepaid expenses | |
| 5,368 | | |
| 8,536 | |
Other current assets | |
| 886 | | |
| 1,737 | |
Total current assets | |
| 131,402 | | |
| 141,810 | |
Property and equipment, net | |
| 119,465 | | |
| 128,661 | |
Operating lease right-of-use assets | |
| 90,509 | | |
| 95,767 | |
Intangible assets, net | |
| 18,711 | | |
| 22,196 | |
Other long-term assets | |
| 2,063 | | |
| 2,191 | |
Total assets | |
$ | 362,150 | | |
$ | 390,625 | |
| |
| | | |
| | |
Liabilities and Stockholders’ Equity | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 37,452 | | |
$ | 49,831 | |
Accrued compensation | |
| 9,186 | | |
| 5,064 | |
Customer prepayments | |
| 4,732 | | |
| 5,718 | |
Accrued rebates and allowances | |
| 8,635 | | |
| 13,243 | |
Accrued warranty liabilities – current portion | |
| 8,141 | | |
| 9,793 | |
Operating lease obligations – current portion | |
| 15,122 | | |
| 14,843 | |
Other current liabilities | |
| 8,736 | | |
| 12,490 | |
Total current liabilities | |
| 92,004 | | |
| 110,982 | |
Related party debt | |
| 46,235 | | |
| — | |
Long-term debt, net of current portion | |
| — | | |
| 26,909 | |
Accrued warranty liabilities, net of current portion | |
| 27,291 | | |
| 25,798 | |
Operating lease obligations, net of current portion | |
| 102,217 | | |
| 109,094 | |
Warrant liabilities | |
| 24,477 | | |
| — | |
Other long-term liabilities | |
| 3,394 | | |
| 2,235 | |
Total liabilities | |
| 295,618 | | |
| 275,018 | |
Commitments and contingencies (Note 13) | |
| | | |
| | |
Stockholders’ equity: | |
| | | |
| | |
Class A common stock; $0.0001 par value, 210,000 shares authorized; 107,503 issued and outstanding at June 30, 2024 and 105,507 issued and outstanding at December 31, 2023 | |
| 11 | | |
| 11 | |
Class B common stock; $0.0001 par value, 90,000 shares authorized; 205 issued and outstanding at June 30, 2024 and at December 31, 2023 | |
| — | | |
| — | |
Additional paid-in capital | |
| 592,541 | | |
| 591,380 | |
Accumulated deficit | |
| (526,159 | ) | |
| (475,969 | ) |
Total stockholders’ equity attributable to Purple Innovation, Inc. | |
| 66,393 | | |
| 115,422 | |
Noncontrolling interest | |
| 139 | | |
| 185 | |
Total stockholders’ equity | |
| 66,532 | | |
| 115,607 | |
Total liabilities and stockholders’ equity | |
$ | 362,150 | | |
$ | 390,625 | |
PURPLE
INNOVATION, INC.
Condensed
Consolidated Statements of Operations
(unaudited
– in thousands, except per share amounts)
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Revenues, net | |
$ | 120,271 | | |
$ | 117,882 | | |
$ | 240,304 | | |
$ | 224,609 | |
Cost of revenues | |
| 71,331 | | |
| 82,408 | | |
| 149,644 | | |
| 148,557 | |
Gross profit | |
| 48,940 | | |
| 35,474 | | |
| 90,660 | | |
| 76,052 | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Marketing and sales | |
| 41,377 | | |
| 46,379 | | |
| 82,839 | | |
| 84,552 | |
General and administrative | |
| 18,117 | | |
| 26,437 | | |
| 37,845 | | |
| 50,104 | |
Research and development | |
| 3,986 | | |
| 2,925 | | |
| 7,652 | | |
| 6,297 | |
Total operating expenses | |
| 63,480 | | |
| 75,741 | | |
| 128,336 | | |
| 140,953 | |
Operating loss | |
| (14,540 | ) | |
| (40,267 | ) | |
| (37,676 | ) | |
| (64,901 | ) |
Other income (expense): | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| (4,161 | ) | |
| (352 | ) | |
| (8,635 | ) | |
| (554 | ) |
Other income, net | |
| 53 | | |
| 37 | | |
| 4,447 | | |
| 110 | |
Loss on extinguishment of debt | |
| — | | |
| — | | |
| (3,394 | ) | |
| (1,217 | ) |
Change in fair value – warrant liabilities | |
| 18,693 | | |
| — | | |
| (4,906 | ) | |
| — | |
Total other income (expense), net | |
| 14,585 | | |
| (315 | ) | |
| (12,488 | ) | |
| (1,661 | ) |
Net income (loss) before income taxes | |
| 45 | | |
| (40,582 | ) | |
| (50,164 | ) | |
| (66,562 | ) |
Income tax benefit (expense) | |
| (54 | ) | |
| (72 | ) | |
| (113 | ) | |
| (144 | ) |
Net income (loss) | |
| (9 | ) | |
| (40,654 | ) | |
| (50,277 | ) | |
| (66,706 | ) |
Net loss attributable to noncontrolling interest | |
| (36 | ) | |
| (167 | ) | |
| (87 | ) | |
| (286 | ) |
Net income (loss) attributable to Purple Innovation, Inc. | |
$ | 27 | | |
$ | (40,487 | ) | |
$ | (50,190 | ) | |
$ | (66,420 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net income (loss) per share: | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 0.00 | | |
$ | (0.39 | ) | |
$ | (0.47 | ) | |
$ | (0.65 | ) |
Diluted | |
$ | (0.00 | ) | |
$ | (0.39 | ) | |
$ | (0.47 | ) | |
$ | (0.65 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 107,489 | | |
| 105,079 | | |
| 106,755 | | |
| 101,760 | |
Diluted | |
| 107,779 | | |
| 105,079 | | |
| 106,755 | | |
| 101,760 | |
PURPLE
INNOVATION, INC.
Condensed
Consolidated Statements of Cash Flows
(unaudited
- in thousands)
| |
Three Months Ended
June 30, | | |
Six
Months Ended
June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Cash flows from operating activities: | |
| | |
| | |
| | |
| |
Net loss | |
$ | (9 | ) | |
$ | (40,654 | ) | |
$ | (50,277 | ) | |
$ | (66,706 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | | |
| | | |
| | |
Depreciation and amortization | |
| 6,439 | | |
| 6,007 | | |
| 12,821 | | |
| 12,890 | |
Non-cash interest | |
| 1,809 | | |
| 416 | | |
| 3,372 | | |
| 686 | |
Paid-in-kind interest | |
| 2,525 | | |
| — | | |
| 4,375 | | |
| — | |
Loss on extinguishment of debt | |
| — | | |
| — | | |
| 3,394 | | |
| 1,217 | |
Change in fair value – warrant liabilities | |
| (18,693 | ) | |
| — | | |
| 4,906 | | |
| — | |
Stock-based compensation | |
| 825 | | |
| 1,661 | | |
| 1,317 | | |
| 2,853 | |
Loss on disposal of property and equipment | |
| — | | |
| — | | |
| 112 | | |
| — | |
Changes in operating assets and liabilities: | |
| | | |
| | | |
| | | |
| | |
Accounts receivable | |
| (4,341 | ) | |
| (8,657 | ) | |
| 5,719 | | |
| 11,467 | |
Inventories | |
| 2,371 | | |
| 9,423 | | |
| (2,779 | ) | |
| (5,061 | ) |
Prepaid expenses and other assets | |
| 4,599 | | |
| 2,049 | | |
| 4,665 | | |
| 2,952 | |
Operating leases, net | |
| (1,131 | ) | |
| 239 | | |
| (1,340 | ) | |
| 1,315 | |
Accounts payable | |
| (2,479 | ) | |
| 2,081 | | |
| (9,522 | ) | |
| 3,304 | |
Accrued compensation | |
| (602 | ) | |
| (5,598 | ) | |
| 4,122 | | |
| (2,709 | ) |
Customer prepayments | |
| 738 | | |
| 2,624 | | |
| (986 | ) | |
| 1,025 | |
Accrued rebates and allowances | |
| 109 | | |
| 2,845 | | |
| (4,608 | ) | |
| (3,977 | ) |
Accrued warranty liabilities | |
| (527 | ) | |
| 3,165 | | |
| (159 | ) | |
| 5,063 | |
Other accrued liabilities | |
| (549 | ) | |
| (151 | ) | |
| (862 | ) | |
| (2,372 | ) |
Net cash used in operating activities | |
| (8,916 | ) | |
| (24,550 | ) | |
| (25,730 | ) | |
| (38,053 | ) |
| |
| | | |
| | | |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | | |
| | | |
| | |
Purchase of property and equipment | |
| (2,104 | ) | |
| (2,500 | ) | |
| (5,142 | ) | |
| (5,443 | ) |
Investment in intangible assets | |
| (49 | ) | |
| (225 | ) | |
| (111 | ) | |
| (380 | ) |
Net cash used in investing activities | |
| (2,153 | ) | |
| (2,725 | ) | |
| (5,253 | ) | |
| (5,823 | ) |
| |
| | | |
| | | |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | | |
| | | |
| | |
Payments on term loan | |
| — | | |
| — | | |
| (25,000 | ) | |
| (24,656 | ) |
Payments on revolving line of credit | |
| — | | |
| — | | |
| (5,000 | ) | |
| — | |
Proceeds from related party loan | |
| — | | |
| — | | |
| 61,000 | | |
| — | |
Payments for debt issuance costs | |
| — | | |
| — | | |
| (3,466 | ) | |
| (2,898 | ) |
Proceeds from stock offering | |
| — | | |
| — | | |
| — | | |
| 60,300 | |
Payments for public offering costs | |
| — | | |
| (201 | ) | |
| — | | |
| (3,301 | ) |
Proportional Representation Preferred Linked Stock redemption fee | |
| — | | |
| (105 | ) | |
| — | | |
| (105 | ) |
Tax receivable agreement payments | |
| — | | |
| — | | |
| — | | |
| (269 | ) |
Net cash provided by (used in) financing activities | |
| — | | |
| (306 | ) | |
| 27,534 | | |
| 29,071 | |
| |
| | | |
| | | |
| | | |
| | |
Net decrease in cash | |
| (11,069 | ) | |
| (27,581 | ) | |
| (3,449 | ) | |
| (14,805 | ) |
Cash, beginning of the period | |
| 34,477 | | |
| 54,530 | | |
| 26,857 | | |
| 41,754 | |
Cash, end of the period | |
$ | 23,408 | | |
$ | 26,949 | | |
$ | 23,408 | | |
$ | 26,949 | |
PURPLE
INNOVATION, INC.
RECONCILIATION
OF GAAP TO NON-GAAP MEASURES
(In
thousands)
Management
believes that the use of the following non-GAAP financial measures provides investors with additional useful information with respect
to the impact of various adjustments, which we view as a better measure of our operating performance. These non-GAAP financial measures
are EBITDA, adjusted EBITDA, adjusted net income, adjusted net income per diluted share and adjusted gross profit. Other companies may
calculate these non-GAAP measures differently than we do. These non-GAAP measures have limitations as analytical tools, and you should
not consider them in isolation or as a substitute for our financial results prepared in accordance with GAAP.
Reconciliation
of GAAP Net Income (Loss) to Non-GAAP EBITDA and Adjusted EBITDA
A
reconciliation of GAAP net income (loss) to the non-GAAP measures of EBITDA and adjusted EBITDA is provided below. EBITDA represents
net income (loss) before interest expense, income tax (benefit) expense, other (income) expense, net, and depreciation and amortization.
Adjusted EBITDA represents EBITDA excluding costs incurred due to stock-based compensation expense, debt extinguishment, changes in the
fair value of the warrant liability, nonrecurring legal fees, Board special committee costs, executive interim and search costs, severance
costs, vendor separation fee, showroom opening costs, new production facility start-up costs and COVID-19 related expenses. We believe
EBITDA and Adjusted EBITDA provide additional useful information with respect to the impact of various adjustments and provide meaningful
measures of our operating performance.
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
GAAP net loss | |
$ | (9 | ) | |
| (40,654 | ) | |
| (50,277 | ) | |
| (66,706 | ) |
Interest expense | |
| 4,161 | | |
| 352 | | |
| 8,635 | | |
| 554 | |
Income tax expense | |
| 54 | | |
| 72 | | |
| 113 | | |
| 144 | |
Other income, net | |
| (53 | ) | |
| (37 | ) | |
| (4,447 | ) | |
| (110 | ) |
Depreciation and amortization | |
| 6,439 | | |
| 6,007 | | |
| 12,821 | | |
| 12,890 | |
EBITDA | |
| 10,592 | | |
| (34,260 | ) | |
| (33,155 | ) | |
| (53,228 | ) |
Adjustments: | |
| | | |
| | | |
| | | |
| | |
Change in fair value - warrant liability | |
| (18,693 | ) | |
| — | | |
| 4,906 | | |
| — | |
Loss on extinguishment of debt | |
| — | | |
| — | | |
| 3,394 | | |
| 1,217 | |
Stock-based compensation expense | |
| 829 | | |
| 1,661 | | |
| 1,321 | | |
| 2,853 | |
Vendor separation fee | |
| — | | |
| — | | |
| — | | |
| 1,050 | |
Loss on project write-off | |
| 1,355 | | |
| — | | |
| 1,355 | | |
| — | |
Legal fees | |
| 87 | | |
| 1,395 | | |
| 924 | | |
| 2,745 | |
Board special committee fees | |
| — | | |
| 8,298 | | |
| — | | |
| 14,160 | |
Acquisition expenses | |
| — | | |
| 65 | | |
| — | | |
| 65 | |
Executive interim and search costs | |
| 1,526 | | |
| 1,013 | | |
| 2,974 | | |
| 1,802 | |
Severance costs | |
| 104 | | |
| 267 | | |
| 884 | | |
| 586 | |
Showroom opening costs | |
| 57 | | |
| 39 | | |
| 58 | | |
| 96 | |
Adjusted EBITDA | |
$ | (4,143 | ) | |
$ | (21,522 | ) | |
$ | (17,339 | ) | |
$ | (28,654 | ) |
Reconciliation
of GAAP Net Income to non-GAAP Adjusted Net Income and Adjusted Net Income per Diluted Share
Our
presentation of adjusted net income assumes that all net income is attributable to Purple Innovation, Inc. (i.e. there is no allocation
of net income or loss to noncontrolling interests), which assumes the full exchange at the beginning of the period of all outstanding
Paired Securities for shares of Class A common stock of Purple Innovation, Inc., adjusted for certain nonrecurring items that we do not
believe directly reflect our core operations. Adjusted net income per share, diluted, is calculated by dividing adjusted net income by
the total shares of Class A common stock outstanding plus any dilutive warrants, options and restricted stock as calculated in accordance
with GAAP and assuming the full exchange of all outstanding Paired Securities as of the beginning of each period presented. Adjusted
net loss and adjusted net loss per diluted share, are supplemental measures of operating performance that do not represent, and should
not be considered, alternatives to net loss and earnings per share, as calculated in accordance with GAAP. We believe adjusted net loss
and adjusted net loss per diluted share, supplement GAAP measures and enable us to more effectively evaluate our performance period-over-period.
A reconciliation of net loss, the most directly comparable GAAP measure, to adjusted net loss and the computation of adjusted net loss
per diluted share, are set forth below:
(in thousands, except per share amounts) | |
Three Months Ended
June 30, | | |
Six Months Ended
June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Net loss | |
$ | (9 | ) | |
$ | (40,654 | ) | |
$ | (50,277 | ) | |
$ | (66,706 | ) |
Income tax (benefit) expense, as reported | |
| 54 | | |
| 72 | | |
| 113 | | |
| 144 | |
Loss on extinguishment of debt | |
| — | | |
| — | | |
| 3,394 | | |
| 1,217 | |
Board special committee fees | |
| — | | |
| 8,298 | | |
| — | | |
| 14,160 | |
Change in fair value – warrant liabilities | |
| (18,693 | ) | |
| — | | |
| 4,906 | | |
| — | |
Adjusted net loss before income taxes | |
| (18,648 | ) | |
| (32,284 | ) | |
| (41,864 | ) | |
| (51,185 | ) |
Adjusted income tax benefit(1) | |
| 4,830 | | |
| 8,362 | | |
| 10,843 | | |
| 13,257 | |
Adjusted net loss | |
$ | (13,818 | ) | |
$ | (23,922 | ) | |
$ | (31,021 | ) | |
$ | (37,928 | ) |
| |
| | | |
| | | |
| | | |
| | |
Adjusted net loss per share, diluted | |
$ | (0.13 | ) | |
$ | (0.23 | ) | |
$ | (0.29 | ) | |
$ | (0.37 | ) |
| |
| | | |
| | | |
| | | |
| | |
Adjusted weighted-average shares outstanding, diluted(2) | |
| 107,779 | | |
| 105,079 | | |
| 106,755 | | |
| 102,188 | |
(1) | Represents the
estimated effective tax rate of 25.9% for the three and six months ended June 30, 2024 and 2023, applied to adjusted net income before
income taxes. The estimated effective tax rates are what the Company would be subject to and consist of the combined federal statutory
tax rate and the Company’s blended state tax rates, assuming no valuation allowance. |
(2) | Assumes options
and restricted stock units calculated in accordance with GAAP and the full exchange of all outstanding Paired Securities for shares of
Class A common stock as of the beginning of the period. |
A
reconciliation of net income (loss) per share, diluted, to adjusted net loss per diluted share is set forth below for the three and six
months ended June 30, 2024 and 2023:
| |
For the Three Months Ended | |
| |
June 30, 2024 | | |
June 30, 2023 | |
| |
Net Income | | |
Weighted
Average Shares, Diluted | | |
Net
Income
per Share,
Diluted | | |
Net Income | | |
Weighted
Average
Shares,
Diluted | | |
Net
Income
per Share,
Diluted | |
Net income (loss) attributable to Purple Innovation Inc.(1) | |
$ | 27 | | |
| 107,779 | | |
$ | 0.00 | | |
$ | (40,487 | ) | |
| 105,079 | | |
$ | (0.39 | ) |
Assumed exchange of shares(2) | |
| (36 | ) | |
| — | | |
| | | |
| (167 | ) | |
| 428 | | |
| | |
Net loss | |
| (9 | ) | |
| | | |
| | | |
| (40,654 | ) | |
| | | |
| | |
Adjustments to arrive at adjusted loss before taxes(3) | |
| (18,639 | ) | |
| | | |
| | | |
| 8,370 | | |
| | | |
| | |
Adjusted loss before taxes | |
| (18,648 | ) | |
| | | |
| | | |
| (32,284 | ) | |
| | | |
| | |
Adjusted income tax benefit(4) | |
| 4,830 | | |
| | | |
| | | |
| 8,362 | | |
| | | |
| | |
Adjusted net loss | |
$ | (13,818 | ) | |
| 107,779 | | |
$ | (0.13 | ) | |
$ | (23,922 | ) | |
| 105,507 | | |
$ | (0.23 | ) |
(1) | Represents net
income (loss) attributable to Purple Innovation, Inc. and the associated weighted average diluted shares, of Class A common stock outstanding.
For the three months ended June 30, 2024, the Paired Securities are included in the beginning weighted average shares, diluted. |
(2) | Assumes the full
exchange of all outstanding Paired Securities for shares of Class A common stock as of the beginning of the period. Also assumes the
addition of net income attributable to noncontrolling interests corresponding with the assumed exchange of the Paired Securities for
shares of Class A common stock. |
(3) | Represents the
total impact of all adjustments identified in the adjusted net income table above to arrive at adjusted income before income taxes. Also
assumes the dilutive warrants, options and restricted stock as calculated in accordance with GAAP. |
(4) | Represents the
estimated effective tax rate of 25.9% for the three months ended June 30, 2024 and 2023, applied to adjusted net income before income
taxes. The estimated effective tax rates are what the Company would be subject to and consist of the combined federal statutory tax rate
and the Company’s blended state tax rates. |
|
|
For
the Six Months Ended |
|
|
|
June
30, 2024 |
|
|
June
30, 2023 |
|
|
|
Net
Income |
|
|
Weighted
Average
Shares,
Diluted |
|
|
Net
Income per Share, Diluted |
|
|
Net
Income |
|
|
Weighted
Average Shares, Diluted |
|
|
Net
Income per Share, Diluted |
|
Net
loss attributable to Purple Innovation Inc.(1) |
|
$ |
(50,190 |
) |
|
|
106,755 |
|
|
$ |
(0.47 |
) |
|
$ |
(66,420 |
) |
|
|
101,760 |
|
|
$ |
(0.65 |
) |
Assumed exchange of shares(2) |
|
|
(87 |
) |
|
|
205 |
|
|
|
|
|
|
|
(286 |
) |
|
|
428 |
|
|
|
|
|
Net loss |
|
|
(50,277 |
) |
|
|
|
|
|
|
|
|
|
|
(66,706 |
) |
|
|
|
|
|
|
|
|
Adjustments
to arrive at adjusted loss before taxes(3) |
|
|
8,413 |
|
|
|
|
|
|
|
|
|
|
|
15,521 |
|
|
|
|
|
|
|
|
|
Adjusted loss before taxes |
|
|
(41,864 |
) |
|
|
|
|
|
|
|
|
|
|
(51,185 |
) |
|
|
|
|
|
|
|
|
Adjusted income tax benefit(4) |
|
|
10,843 |
|
|
|
|
|
|
|
|
|
|
|
13,257 |
|
|
|
|
|
|
|
|
|
Adjusted net loss |
|
$ |
(31,021 |
) |
|
|
106,960 |
|
|
$ |
(0.29 |
) |
|
$ |
(37,928 |
) |
|
|
102,188 |
|
|
$ |
(0.37 |
) |
(1) | Represents net
loss attributable to Purple Innovation, Inc. and the associated weighted average diluted shares, of Class A common stock outstanding. |
(2) | Assumes the full
exchange of all outstanding Paired Securities for shares of Class A common stock as of the beginning of the period. Also assumes the
addition of net income attributable to noncontrolling interests corresponding with the assumed exchange of the Paired Securities for
shares of Class A common stock. |
(3) | Represents the
total impact of all adjustments identified in the adjusted net income table above to arrive at adjusted income before income taxes. Also
assumes the dilutive warrants, options and restricted stock as calculated in accordance with GAAP. |
(4) | Represents the
estimated effective tax rate of 25.9% for the six months ended June 30, 2024 and 2023, applied to adjusted net income before income taxes.
The estimated effective tax rates are what the Company would be subject to and consist of the combined federal statutory tax rate and
the Company’s blended state tax rates, assuming no valuation allowance. |
10
v3.24.2.u1
Cover
|
Aug. 05, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 05, 2024
|
Entity File Number |
001-37523
|
Entity Registrant Name |
Purple Innovation, Inc.
|
Entity Central Index Key |
0001643953
|
Entity Tax Identification Number |
47-4078206
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
4100 North Chapel Ridge Rd.
|
Entity Address, Address Line Two |
Suite 200
|
Entity Address, City or Town |
Lehi
|
Entity Address, State or Province |
UT
|
Entity Address, Postal Zip Code |
84043
|
City Area Code |
801
|
Local Phone Number |
756-2600
|
Written Communications |
false
|
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false
|
Pre-commencement Tender Offer |
false
|
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false
|
Entity Emerging Growth Company |
false
|
Class A Common Stock, par value $0.0001 per share |
|
Title of 12(b) Security |
Class A Common Stock, par value $0.0001 per share
|
Trading Symbol |
PRPL
|
Security Exchange Name |
NASDAQ
|
Preferred Stock Purchase Rights |
|
Title of 12(b) Security |
Preferred Stock Purchase Rights
|
Trading Symbol |
N/A
|
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NASDAQ
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