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 13, 2020

 

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

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K 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
Warrants to purchase one-half of one share of Class A Common Stock   PRPLW   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 13, 2020, Purple Innovation, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2020. A copy of the Company's press release is attached as Exhibit 99.1 to this report and incorporated by reference.

 

The information furnished pursuant to this Item 2.02 and the exhibit 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

 

EXHIBIT INDEX 

Exhibit Number   Description
99.1   Press Release dated August 13, 2020, regarding financial results for the quarter ended June 30, 2020.

  

1

 

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 13, 2020 PURPLE INNOVATION, INC.
     
  By: /s/ Craig L. Phillips
    Craig L. Phillips
    Chief Financial Officer

 

2

 

 

 

 

 

 

Exhibit 99.1

 

 

 

Purple Innovation Reports Record Second Quarter 2020 Results

Second Quarter Net Revenue Increased 60.3% to $165.1 Million

Second Quarter Operating Income Improved to $32.0 Million

Cash and Cash Equivalents at June 30, 2020 Increased to $95.4 Million

 

Lehi, Utah, August 13, 2020 – 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, 2020.

 

Second Quarter Financial Summary (Comparisons versus Second Quarter 2019)1

 

·Net revenue increased 60.3% to $165.1 million, compared to $103.0 million.
oDirect-to-Consumer (DTC) revenue increased 127.9%; Wholesale revenue decreased 49.3%
·Gross margin improved to 49.4% compared to 41.5%.
·Operating expenses as a percent of net revenue were 30.1% compared to 43.8%.
·Operating income was $32.0 million compared to operating loss of $(2.4) million.
·Net loss was $(5.8) million compared to a net loss of $(7.3) million. Adjusted net income was $30.6 million compared to $2.6 million.
·EBITDA was $(37.8) million compared to $(5.2) million. Adjusted EBITDA was $35.2 million compared to $6.2 million.

 

“It was a record breaking quarter from both a revenue and operating income standpoint as our organization successfully capitalized on the strengths of our business model and the changes in consumer buying behavior brought on by COVID-19,” said Joe Megibow, Chief Executive Officer. “Following a brief scale back in our operations early in the pandemic, we quickly ramped production and fulfillment capabilities and pivoted back to our digital roots, shifting our efforts into a mostly direct-to-consumer business to capture the growing online demand. In addition to driving an increase in online purchasing, shelter-at-home directives also fueled higher demand for many categories tied to the home. This was certainly true for Purple as our direct-to-consumer mattress business grew triple digits as did several of our other categories led by seat cushions, pillows and sheets. Our exceptional digital performance more than offset the decline in wholesale revenue, which was down due to significant store closures and reduced traffic, particularly during the first half of the quarter.”

 

Megibow continued, “Looking ahead, we remain optimistic. The positive momentum in our business has carried over into the third quarter and our strong cash position is allowing us to further invest in our key growth initiatives. This includes a new 520,000 square foot facility in Georgia opening later this year that will significantly expand our domestic manufacturing capacity over time. In terms of channel performance, we have seen a resurgence in wholesale sales as partner doors continue to reopen and resume more normalized store operations. We are encouraged with the improvement in this channel, as brick and mortar retail – both third party and Company-owned – is an important part of our omni-channel strategy. While we still have much work to be done, we are pleased with how our team is navigating through these unprecedented times and are confident that the long-term growth prospects for our Company are stronger than ever.”

 

 

 

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.

 

1

 

 

 

 

Second Quarter 2020 Review

 

Second quarter 2020 net revenue increased 60.3% to $165.1 million, compared to $103.0 million in the second quarter of 2019. The increase in net revenue was driven by strong growth in mattress sales in the DTC channel along with higher demand for pillows, sheets and seat cushions, partially offset by lower wholesale revenue due to the disruption in partner store operations including temporary closures in response to COVID-19. Net revenue, compared to order totals announced during the quarter, include the impact of customer returns and cancellations as well as timing of deliveries that drive revenue recognition. With order totals exceeding capacity for a portion of the quarter, some orders placed in the quarter will not be fulfilled and recognized as revenue until the third quarter.

Gross margin for the second quarter 2020 improved to 49.4% compared to 41.5% in the year ago period. The 790 basis point increase in gross margin year-over-year was primarily attributable to the higher proportion of DTC channel revenue, which carries higher gross margins than the wholesale channel as well as other cash preservation efforts early in the quarter. In addition, given constraints imposed by COVID-19, we have temporarily suspended white glove delivery to the home, passing along the cost savings to our consumer and thereby maintaining gross margin dollars, while showing an increase in gross margin percentage. DTC revenues comprised approximately 88% of net revenue for the quarter, compared with approximately 62% in the same quarter last year, and 66% in the first quarter of 2020. With partner doors continuing to reopen and resuming more normalized store operations, the Company expects wholesale revenue to increase as a percentage of overall revenue during the second half of 2020 compared with the second quarter.

Operating expenses were $49.7 million in the second quarter 2020 compared to $45.1 million in the prior year period. As a percent of net revenue, operating expenses were 30.1% compared with 43.8% in the year ago period. The increase in operating expenses was primarily attributable to a modest increase in marketing spend aimed at driving demand and increased brand awareness as well as the addition of company-owned retail showrooms in the fourth quarter 2019. For the second quarter 2020, marketing and sales expense as a percent of net revenue decreased to 23.9% compared with 34.9% last year due to creative efforts to improve efficiency in marketing spend as well as several non-recurring factors including lower market rates near the onset of COVID-19 and intentional reductions in ad spend early in the quarter in an effort to preserve cash. The Company expects marketing and sales expense as a percent of net revenue to return to historical levels during the second half of 2020 driven in part by higher market rates due to increased advertising ahead of the November elections.

 

Operating income increased to $32.0 million for the second quarter 2020 compared to an operating loss of $(2.4) million in the prior year period.

 

Net loss was $(5.8) million for the second quarter 2020 compared to a net loss of $(7.3) million in the year ago period. Adjusted net income, which excludes adjustments for non-cash expenses associated with the change in fair value of warrant liabilities, the Tax Receivable Agreement, non-recurring stock-based compensation, and release of deferred tax asset reserves, was $30.6 million, compared to $3.1 million in the prior year period. The second quarter 2020 included a $39.0 million non-cash expense associated with the change in fair value of warrant liabilities, a $32.8 million non-cash expense associated with our Tax Receivable Agreement and a $35.4 million income tax benefit. The income tax benefit was primarily related to the release of a reserve for deferred tax assets created when Paired Class B shareholders exchanged their shares for Class A shares creating an amortizable tax basis difference. The second quarter 2019 included a $3.7 million non-cash expense associated with the change in fair value of warrant liabilities and a $6.2 million non-cash compensation expense related to InnoHold’s distribution of Paired Class B securities to then current Purple employees.

 

2

 

 

 

 

EBITDA for the second quarter 2020 was $(37.8) million compared to $(5.2) million in the second quarter 2019. Adjusted EBITDA, which excludes the adjustment for non-cash expense associated with the change in fair value of warrant liabilities, non-cash expense associated with the loss on extinguishment of debt, Tax Receivable Agreement expense, non-cash stock based compensation, legal fees, interim CFO & consulting costs, severance and COVID-19 related expenses, was $35.2 million, compared to Adjusted EBITDA of $6.2 million in the prior year period.

 

Balance Sheet

 

As of June 30, 2020, the Company had cash and cash equivalents of $95.4 million compared to $33.5 million as of December 31, 2019, an increase of 184.8%. Compared with March 31, 2020, cash and cash equivalents at June 30, 2020 increased 261.7%. The Company expects to invest a portion of these resources into capital expansion and company-owned store expansion and may be impacted by a channel shift back to wholesale.

 

Inventories as of June 30, 2020 totaled $39.8 million compared with $47.6 million as of December 31, 2019 and compared with $42.1 million as of March 31, 2020.

 

Outlook

 

For the year ending December 31, 2020, the Company previously withdrew guidance as a result of uncertainty due to the COVID-19 pandemic. Due to the continued uncertainty in the overall economy, the Company is not providing an update at this time.

Webcast and Conference Call Information

 

Purple Innovation, Inc. will host a live conference call to discuss financial results today, August 13, 2020 at 4:30 p.m. Eastern Time. To access the call dial (877)425-9470 (domestic) or (201) 389-0878 (international) at 4:25 p.m. ET and provide the Conference ID: 13708191. 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 is a digitally-native vertical brand with a mission to help people feel and live better through innovative comfort solutions. We design and manufacture a variety of innovative, premium, branded comfort products, including mattresses, pillows, cushions, frames, sheets and more. Our products are the result of over 30 years of innovation and investment in proprietary and patented comfort technologies and the development of our own manufacturing processes. Our proprietary gel technology, Hyper-Elastic Polymer®, underpins many of our comfort products and provides a range of benefits that differentiate our offerings from other competitors' products. We market and sell our products through our direct-to-consumer online channels, traditional retail partners, third-party online retailers and our owned retail showrooms. For more information on Purple, visit purple.com.

 

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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. Such forward-looking statements include but are not limited to statements previewing our third quarter and second half revenue, gross margin, channel mix, and marketing expenses. 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 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 9, 2020 and our Form 10-Q filed with the Securities and Exchange Commission on May 11, 2020 and August 13, 2020. 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, and Adjusted EBITDA 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.

 

 

Investor Contact:

Brendon Frey, ICR

[email protected]

203-682-8200

 

Media Contact:

Alecia Pulman, ICR
[email protected]

646-277-1200

 

Purple Innovation, Inc.
Misty Bond
Director of Purple Communications
[email protected]

385-498-1851

 

 

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PURPLE INNOVATION, INC.

Condensed Consolidated Balance Sheets

(In thousands, except par value)

(Unaudited)

 

    June 30,     December 31,  
    2020     2019  
             
Assets            
Current assets:            
Cash and cash equivalents   $ 95,402     $ 33,478  
Accounts receivable, net     19,029       28,692  
Inventories, net     39,821       47,628  
Prepaid inventory     2,175       879  
Other current assets     5,195       3,442  
Total current assets     161,622       114,119  
Property and equipment, net     38,285       31,979  
Intangible assets, net     2,320       1,101  
Deferred income taxes     100,643        
Other long-term assets     525       525  
Total assets   $ 303,395     $ 147,724  
                 
Liabilities and Stockholders’ Equity (Deficit)                
Current liabilities:                
Accounts payable   $ 51,424     $ 50,240  
Accrued sales returns     11,949       7,271  
Accrued compensation     10,328       7,954  
Customer prepayments     8,338       6,258  
Accrued sales tax     6,741       5,602  
Income tax payable     8,498       274  
Accrued rebates and allowances     4,420       5,311  
Other current liabilities     9,520       3,955  
Total current liabilities     111,218       86,865  
Long-term debt, related-party     38,190       35,399  
Warrant liabilities     46,958       21,622  
Tax receivable agreement liability, net of current portion     78,076        
Other long-term liabilities, net of current portion     11,484       8,570  
Total liabilities     285,926       152,456  
Commitments and contingencies (Note 11)                
Stockholders’ equity (deficit):                
Class A common stock; $0.0001 par value, 210,000 shares authorized; 36,468 issued and outstanding at June 30, 2020 and 22,494 issued and outstanding at December 31, 2019     4       2  
Class B common stock; $0.0001 par value, 90,000 shares authorized; 17,510 issued and outstanding at June 30, 2020 and 31,394 issued and outstanding at December 31, 2019     2       3  
Additional paid-in capital     20,584       5,990  
Accumulated earnings (deficit)     (1,495 )     (8,349 )
Total stockholders’ equity (deficit)     19,095       (2,354 )
Noncontrolling interest     (1,626 )     (2,378 )
Total equity (deficit)     17,469       (4,732 )
Total liabilities and stockholders’ equity (deficit)   $ 303,395     $ 147,724  

 

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PURPLE INNOVATION, INC.

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

 

    Three Months Ended
June 30,
    Six Months Ended
June 30,
 
    2020     2019     2020     2019  
                         
Revenues, net   $ 165,096     $ 103,004     $ 287,471     $ 186,652  
Cost of revenues     83,465       60,221       152,658       109,800  
Gross profit     81,631       42,783       134,813       76,852  
Operating expenses:                                
Marketing and sales     39,423       35,967       76,107       59,984  
General and administrative     8,677       7,933       16,225       12,498  
Research and development     1,580       1,244       3,025       1,934  
Total operating expenses     49,680       45,144       95,357       74,416  
Operating income (loss)     31,951       (2,361 )     39,456       2,436  
Other income (expense):                                
Interest expense     (1,424 )     (1,301 )     (2,813 )     (2,445 )
Other income, net     16       6       106       235  
Loss on extinguishment of debt                       (6,299 )
Change in fair value – warrant liabilities     (38,970 )     (3,685 )     (25,337 )     (1,988 )
Tax receivable agreement expense     (32,823 )           (32,945 )      
Total other income (expense), net     (73,201 )     (4,980 )     (60,989 )     (10,497 )
Net loss before income taxes     (41,250 )     (7,341 )     (21,533 )     (8,061 )
Income tax benefit     35,428             35,712        
Net income (loss)     (5,822 )     (7,341 )     14,179       (8,061 )
Net income (loss) attributable to noncontrolling interest     (3,841 )     (6,003 )     7,325       (6,593 )
Net income (loss) attributable to Purple Innovation, Inc.   $ (1,981 )   $ (1,338 )   $ 6,854     $ (1,468 )
Net income (loss) per share:                                
Basic   $ (0.07 )   $ (0.16 )   $ 0.26     $ (0.17 )
Diluted   $ (0.11 )   $ (0.16 )   $ 0.26     $ (0.17 )
Weighted average common shares outstanding:                                
Basic     29,277       8,457       25,976       8,447  
Diluted     53,997       8,457       55,021       8,447  

 

 

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PURPLE INNOVATION, INC.

 Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

             
    Three Months Ended June 30,    

Six Months Ended

June 30,

 
    2020     2019     2020     2019  
Cash flows from operating activities:                                
Net income (loss)   $ (5,822 )   $ (7,341 )   $ 14,179     $ (8,061 )
Adjustments to reconcile net income (loss) to net cash provided in operating activities:                                
Depreciation and amortization     2,038       852       3,816       1,574  
Non-cash interest     1,416       833       2,791       1,565  
Loss on extinguishment of debt                       6,299  
Loss on change in fair value - warrant liabilities     38,970       3,685       25,337       1,988  
Tax receivable agreement expense     32,823             32,945        
Stock-based compensation     962       6,733       1,212       6,806  
Deferred income taxes     (44,007 )           (44,007 )      
Changes in operating assets and liabilities:                                
Decrease (increase) in accounts receivable     4,241       (5,156 )     9,663       (14,604 )
Decrease (increase) in inventories     2,291       284       7,807       (2,117 )
Increase in prepaid inventory and other assets     (650 )     (548 )     (3,049 )     (1,231 )
Increase in accounts payable     14,120       3,431       903       4,610  
Increase in accrued sales returns     5,212       812       4,678       544  
Increase in accrued compensation     3,175       1,606       2,374       2,069  
Increase (decrease) in customer prepayments     4,800       739       2,080       (2,448
Increase in income tax payable     8,244             8,224        
Increase in other accrued liabilities     4,820       4,509       3,399       5,155  
Net cash provided by operating activities     72,613       10,439       72,352       2,149  
                                 
Cash flows from investing activities:                                
Purchase of property and equipment     (3,490 )     (2,204 )     (8,010 )     (3,136 )
Investment in intangible assets     (107 )     (57 )     (2,435 )     (121 )
Net cash used in investing activities     (3,597 )     (2,261 )     (10,445 )     (3,257 )
                                 
Cash flows from financing activities:                                
Proceeds from related-party debt                       10,000  
Proceeds from exercise of warrants     11             23        
Repurchase of stock options           (97 )           (97 )
Payments for debt issuance costs                       (758 )
Principal payments on capital lease obligations     (3 )     (8 )     (6 )     (14 )
Net cash provided by (used in) financing activities     8       (105 )     17       9,131  
                                 
Net increase in cash     69,024       8,073       61,924       8,023  
Cash, beginning of the period     26,378       12,182       33,478       12,232  
Cash, end of the period   $ 95,402     $ 20,255     $ 95,402     $ 20,255  
                                 
Supplemental disclosures of cash flow information:                                
Cash paid during the period for interest   $ 8     $ 464     $ 22     $ 913  
Cash paid during the period for income taxes   $ 9     $     $ 72     $  
                                 
Supplemental schedule of non-cash investing and financing activities:                                
Property and equipment included in accounts payable   $ 142     $ 44     $ 1,025     $ 482  
Equipment acquired through capital lease   $     $     $     $ 350  
Non-cash leasehold improvements   $     $     $ 615     $  
Accrued distributions   $ 4,403     $     $ 4,523     $  
Tax Receivable Agreement liability   $ 45,266     $     $ 45,266     $  
Deferred income taxes   $ 56,636     $     $ 56,636     $  

 

 

 

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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 and adjusted operating loss. 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) income before interest expense, other (income) expense, net, and depreciation and amortization. Adjusted EBITDA represents EBITDA excluding costs incurred due to stock-based compensation expense, debt extinguishment, warrant liability, nonrecurring legal fees, interim CFO and consulting fees and severance and CEO search costs. 

                         
   

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
    2020     2019     2020     2019  
                         
GAAP net income (loss)   $ (5,822 )   $ (7,341 )   $ 14,179     $ (8,061 )
Interest expense     1,424       1,301       2,813       2,445  
Income tax benefit     (35,428 )          —       (35,712 )          —  
Other income, net     (16 )     (6 )     (106 )     (235 )
Depreciation and amortization     2,038       852       3,816       1,574  
EBITDA     (37,804 )     (5,194 )     (15,010 )     (4,277 )
Adjustments:                                
Debt extinguishment and warrant liability     38,970         3,685       25,337          8,287  
Stock-based compensation expense     962          6,733       1,212       6,806  
Product reserve     (308 )          —       500            —  
Tax Receivable Agreement expense     32,823            —       32,945            —  
Legal fees     377       262       608       403  
Interim CFO and consulting          —            307            —       494  
Severance and CEO search costs     62       389       105       411  
COVID-19 related expenses     117            —       117            —  
Adjusted EBITDA   $ 35,199     $ 6,182     $ 45,814     $ 12,124  

 

 

 

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