8-K
Purple Innovation, Inc. (PRPL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):March 13, 2025
Purple Innovation, Inc.
(Exact name of registrant as specified in itscharter)
| Delaware | 001-37523 | 47-4078206 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS EmployerIdentification No.) |
| 4100 North Chapel Ridge Rd., Suite 200 | |
|---|---|
| Lehi, Utah | 84043 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, includingarea code: (801) 756-2600
N/A
(Former name or former address, if changed sincelast 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 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| 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 March 13, 2025, Purple Innovation, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and calendar year ended December 31, 2024, and providing guidance for 2025. A copy of the Company’s press release is attached as Exhibit 99.1 to this report and incorporated by reference.
ITEM 7.01 REGULATION FD DISCLOSURE
On March 13, 2025, the Company issued a press release announcing that its Board of Directors had initiated a review of strategic alternatives for the Company, following inbound expressions of interest. The Board of Directors has formed a special committee of independent directors to evaluate strategic alternatives. A copy of the press release is furnished as Exhibit 99.2 to this report and incorporated by reference.
The information furnished pursuant to these Items 2.02 and 7.01 and the exhibits 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.
| ExhibitNumber | Description |
|---|---|
| 99.1 | Press Release, dated March 13, 2025, regarding financial results for the fourth quarter and calendar year ended December 31, 2024, and guidance for 2025. |
| 99.2 | Press Release, dated March 13, 2025, regarding the Board of Directors initiating a review of strategic alternatives for the Company. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: March 13, 2025 | PURPLE INNOVATION, INC. | |
|---|---|---|
| By: | /s/ Todd Vogensen | |
| Todd Vogensen | ||
| Chief Financial Officer |
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Exhibit 99.1
Purple Innovation Reports Fourth Quarter andFull Year 2024 Results
Returned to Positive Adjusted EBITDA and CashFlow in Fourth Quarter
GAAP Gross Margin of 42.9% in Q4; Adjusted GrossMargin improved Over 810bps in Q4 Versus Last Year
Generated Incremental Liquidity with New $19.0Million Term Loan Increase to Support Continued Investments in Innovation and Advertising
Lehi, Utah, March 13, 2025 – Purple Innovation, Inc. (NASDAQ: PRPL) (“Purple” or the “Company”), a comfort innovation company known for creating the “World’s First No Pressure™ Mattress,” today announced results for the fourth quarter and full year ended December 31, 2024.
“Purple achieved a significant milestone in the fourth quarter, returning to positive Adjusted EBITDA for the first time in eight quarters and generating positive cash flow,” said CEO Rob DeMartini. “This accomplishment reflects our team’s disciplined execution, operational improvements, and strategic cost-saving initiatives throughout the year. Looking forward, we are confident the durability we structured into the business through recent cost saving initiatives and the support of the additional borrowings under our term loan will enable the continued execution of our Path to Premium strategy. We look forward to bringing new products to market from our robust innovation pipeline, including our Rejuvenate 2.0 launch in the second quarter, which we believe will build on our strong foundation and drive improved profitability.”
Fourth Quarter 2024 Financial Results
Fourth quarter 2024 net revenue declined by 11.6% to $129.0 million, compared to $145.9 million in the fourth quarter of 2023, driven by continued industry softness, as well as cycling the 2023 launch of our new mattress lines.
Gross profit for the fourth quarter increased to $55.3 million, compared to $48.5 million in the prior-year period. GAAP gross margin improved significantly to 42.9%, an increase of 970 basis points. Adjusted gross margin, which excludes restructuring-related charges and launch costs in the prior year, expanded to 44.9%, an improvement of over 810 basis points year-over-year, driven by continued improvements from sourcing initiatives and profitable liquidation of inventories. The Company plans to continue its focus on driving cost savings, including through additional measures in 2025 beyond the 2024 restructuring plan.
Operating expenses for the fourth quarter were $63.0 million, down 2.6% from $64.7 million in Q4 2023. This improvement was driven by disciplined cost control and benefits of the Company’s restructuring activities in the third quarter of 2024, offset partially by an increase in advertising investments.
Net loss attributable to Purple Innovation, Inc. for the fourth quarter was $(8.5) million, an improvement from $(18.3) million in the prior year.
Adjusted EBITDA for the fourth quarter was $2.9 million, a significant improvement compared to $(9.8) million last year, demonstrating the benefits of higher ticket sizes from the Company’s premium sleep strategy and restructuring initiatives.
Full Year 2024 Financial Results
For the full year 2024, net revenue was $487.9 million, down 4.4% compared to $510.5 million in 2023. DTC net revenue was $283.7 million, a decrease of 4.4%, while wholesale net revenue was $204.2 million, a decrease of 4.5%, due primarily to increased industry softness and cycling the launch in 2023 of the Company’s new mattress product lines.
Gross profit for the full year increased to $181.1 million, compared to $171.8 million last year. GAAP gross margin for the year improved to 37.1%, an increase of 350 basis points year-over-year. Adjusted gross margin grew to 40.3%, up 310 basis points compared to the prior year, as the Company benefited from production efficiencies and sourcing initiatives.
Full-year operating expenses declined 4.6% to $273.3 million, compared to $285.5 million in 2023, with the benefits of cost savings initiatives and lapping special committee costs from 2023 being partially offset by $20.0 million in restructuring, impairment and other related charges.
Full-year net loss attributable to Purple Innovation, Inc. was $(97.9) million, an improvement from $(120.8) million in the prior year.
Adjusted EBITDA for the full year improved significantly to $(20.8) million, compared to $(54.7) million in 2023, reflecting the Company’s strategic focus on improving profitability.
Balance Sheet
Cash and cash equivalents were $29.0 million as of December 31, 2024, compared to $26.9 million as of December 31, 2023, and compared to $23.3 million as of September 30, 2024, with the improvement in EBITDA driving positive cash flow in the fourth quarter.
Inventories as of December 31, 2024 totaled $56.9 million, compared to $66.9 million at December 31, 2023, representing a decrease of 15.0%.
Term Loan Amendment
As part of its ongoing capital management strategy, Purple borrowed an additional $19.0 million pursuant to an amendment to its existing term loan, bringing the total principal commitment to $80.0 million. As with our existing Term loan the increased amount includes the ability to PIK our interest.
Mr. DeMartini added, “We are grateful to our lenders for their continued confidence in Purple and our strategy, as demonstrated by this increased financial commitment. The additional capital will support Purple’s liquidity position as we continue to invest in innovation and advertising and execute on our Path to Premium strategy.”
2025 Outlook
For 2025, the Company currently expects full year revenue to be in the range of $465 to $485 million and adjusted EBITDA in the range of flat to positive $10 million. The Company expects its quarterly revenue and adjusted EBITDA performance to improve sequentially as it progresses through the year.
For the first quarter, the Company plans total revenue to be in the range of $102 to $107 million, and adjusted EBITDA in the range of $(6) to $(9) million.
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Review of Strategic Alternatives
In a separate news release today, Purple announced that its Board of Directors has formed a special committee of independent directors to evaluate strategic alternatives to maximize shareholder value. The review, which was initiated following inbound expressions of interest, may include, but is not limited to, consideration of a sale, merger, or other strategic or financial transaction. There can be no assurances as to the outcome or timing of the review, or whether any particular transaction may be pursued or consummated.
Conference Call and Webcast Information
Purple Innovation, Inc. will host a live conference call to discuss financial results today, March 13, 2025 at 4:30 p.m. Eastern Time. To access the call dial 844-481-1976 (domestic) or 412-317-0642 (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 58 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 statements include, but are not limited to, statements regarding the durability of our business, our execution of our Path to Premium strategy, our innovation pipeline, the timing of new product collection launches, our ability to improve profitability, our review of strategic alternatives and the timing and future prospects thereof. 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.
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Non-GAAP Financial Measures
EBITDA, adjusted gross margin, 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 full year 2025, 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:
Stacy Turnof, Edelman Smithfield
stacy.turnof@edelmansmithfield.com
917-362-2581
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PURPLE INNOVATION, INC.
Condensed Consolidated Balance Sheets
(unaudited - in thousands, except par value)
| 2023 | |||||
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 29,011 | $ | 26,857 | ||
| Accounts receivable, net | 33,057 | 37,802 | |||
| Inventories | 56,863 | 66,878 | |||
| Prepaid expenses | 6,023 | 8,536 | |||
| Other current assets | 1,414 | 1,737 | |||
| Total current assets | 126,368 | 141,810 | |||
| Property and equipment, net | 93,874 | 128,661 | |||
| Operating lease right-of-use assets | 75,516 | 95,767 | |||
| Intangible assets, net | 8,890 | 22,196 | |||
| Other long-term assets | 3,197 | 2,191 | |||
| Total assets | 307,845 | $ | 390,625 | ||
| Liabilities and Stockholders’ Equity | |||||
| Current liabilities: | |||||
| Accounts payable | 40,639 | $ | 49,831 | ||
| Accrued compensation | 9,415 | 5,064 | |||
| Customer prepayments | 6,411 | 5,718 | |||
| Accrued rebates and allowances | 10,013 | 13,243 | |||
| Accrued warranty liabilities – current portion | 6,114 | 9,793 | |||
| Operating lease obligations – current portion | 15,661 | 14,843 | |||
| Other current liabilities | 12,750 | 12,490 | |||
| Total current liabilities | 101,003 | 110,982 | |||
| Related party debt | 55,394 | — | |||
| Long-term debt, net of current portion | — | 26,909 | |||
| Accrued warranty liabilities, net of current portion | 26,091 | 25,798 | |||
| Operating lease obligations, net of current portion | 87,072 | 109,094 | |||
| Warrant liabilities | 16,067 | — | |||
| Other long-term liabilities | 2,009 | 2,235 | |||
| Total liabilities | 287,636 | 275,018 | |||
| Commitments and contingencies (Note 15) | |||||
| Stockholders’ equity: | |||||
| Class A common stock; 0.0001 par value, 210,000 shares authorized; 107,545 and 105,507 issued and outstanding at December 31, 2024 and 2023, respectively | 11 | 11 | |||
| Class B common stock; 0.0001 par value, 90,000 shares authorized; 165 and 205 issued and outstanding at December 31, 2024 and 2023, respectively | — | — | |||
| Additional paid-in capital | 594,053 | 591,380 | |||
| Accumulated deficit | (573,866 | ) | (475,969 | ) | |
| Total stockholders’ equity attributable to Purple Innovation, Inc. | 20,198 | 115,422 | |||
| Noncontrolling interest | 11 | 185 | |||
| Total stockholders’ equity | 20,209 | 115,607 | |||
| Total liabilities and stockholders’ equity | 307,845 | $ | 390,625 |
All values are in US Dollars.
5
PURPLE INNOVATION, INC.
Condensed Consolidated Statements of Income
(unaudited - in thousands, except per shareamounts)
| Three Months Ended<br> December 31, | Year Ended<br> December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenues, net | $ | 128,975 | $ | 145,936 | $ | 487,877 | $ | 510,541 | ||||
| Cost of revenues: | ||||||||||||
| Cost of revenues | 71,113 | 97,472 | 291,303 | 338,716 | ||||||||
| Cost of revenues – restructuring related charges | 2,583 | — | 15,442 | — | ||||||||
| Total cost of revenues | 73,696 | 97,472 | 306,745 | 338,716 | ||||||||
| Gross profit | 55,279 | 48,464 | 181,132 | 171,825 | ||||||||
| Operating expenses: | ||||||||||||
| Marketing and sales | 45,485 | 44,945 | 171,263 | 182,313 | ||||||||
| General and administrative | 14,006 | 16,818 | 69,117 | 84,446 | ||||||||
| Research and development | 2,390 | 2,897 | 12,962 | 11,898 | ||||||||
| Restructuring, impairment and other related charges | 1,092 | — | 19,973 | — | ||||||||
| Loss on impairment of goodwill | — | — | — | 6,879 | ||||||||
| Total operating expenses | 62,973 | 64,660 | 273,315 | 285,536 | ||||||||
| Operating loss | (7,694 | ) | (16,196 | ) | (92,183 | ) | (113,711 | ) | ||||
| Other (expense) income: | ||||||||||||
| Interest expense | (4,481 | ) | (819 | ) | (17,510 | ) | (1,967 | ) | ||||
| Other (expense) income, net | (64 | ) | (1,513 | ) | 11,548 | (1,198 | ) | |||||
| Loss on extinguishment of debt | — | — | (3,394 | ) | (4,331 | ) | ||||||
| Change in fair value – warrant liabilities | 3,615 | — | 3,504 | — | ||||||||
| Total other (expense) income, net | (930 | ) | (2,332 | ) | (5,852 | ) | (7,496 | ) | ||||
| Net (loss) income before income taxes | (8,624 | ) | (18,528 | ) | (98,035 | ) | (121,207 | ) | ||||
| Income tax (benefit) expense | (113 | ) | (154 | ) | 63 | 8 | ||||||
| Net loss | (8,511 | ) | (18,374 | ) | (98,098 | ) | (121,215 | ) | ||||
| Net loss attributable to noncontrolling interest | (32 | ) | (41 | ) | (201 | ) | (458 | ) | ||||
| Net loss attributable to Purple Innovation, Inc. | $ | (8,479 | ) | $ | (18,333 | ) | $ | (97,897 | ) | $ | (120,757 | ) |
| Net loss per share: | ||||||||||||
| Basic | $ | (0.08 | ) | $ | (0.17 | ) | $ | (0.91 | ) | $ | (1.17 | ) |
| Diluted | $ | (0.08 | ) | $ | (0.17 | ) | $ | (0.91 | ) | $ | (1.17 | ) |
| Weighted average common shares outstanding: | ||||||||||||
| Basic | 107,528 | 105,503 | 107,139 | 103,602 | ||||||||
| Diluted | 107,710 | 105,737 | 107,324 | 103,936 |
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PURPLE INNOVATION, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited - in thousands)
| Three Months Ended December 31, | Year Ended<br> <br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Cash flows from operating activities: | ||||||||||||
| Net loss | $ | (8,511 | ) | $ | (18,374 | ) | $ | (98,098 | ) | $ | (121,215 | ) |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||
| Depreciation and amortization | 7,907 | 6,143 | 35,355 | 25,106 | ||||||||
| Non-cash interest | 1,926 | 317 | 7,229 | 1,237 | ||||||||
| Paid-in-kind interest | 2,651 | — | 9,679 | — | ||||||||
| Non-cash restructuring, impairment and other related charges | 123 | 20,238 | — | |||||||||
| Loss on impairment of goodwill | — | — | — | 6,879 | ||||||||
| Loss on extinguishment of debt | — | — | 3,394 | 4,331 | ||||||||
| Loss on disposal of property and equipment | — | 1,680 | 770 | 1,680 | ||||||||
| Change in fair value - warrant liabilities | (3,615 | ) | — | (3,504 | ) | — | ||||||
| Stock-based compensation | 707 | 1,083 | 2,815 | 4,875 | ||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | (3,395 | ) | (5,116 | ) | 4,745 | (3,651 | ) | |||||
| Inventories | 3,018 | 5,207 | 5,989 | 5,903 | ||||||||
| Prepaid expenses and other assets | 1,967 | 2,778 | 2,345 | 1,574 | ||||||||
| Operating leases, net | (307 | ) | (58 | ) | (2,412 | ) | 1,404 | |||||
| Accounts payable | 10,182 | 3,838 | (6,376 | ) | 4,382 | |||||||
| Accrued Compensation | (5,694 | ) | (826 | ) | 4,351 | (1,627 | ) | |||||
| Customer prepayments | 2,633 | 543 | 693 | 1,266 | ||||||||
| Accrued rebates and allowances | (27 | ) | 4,668 | (3,230 | ) | 3,439 | ||||||
| Accrued warranty liabilities | (2,765 | ) | 3,705 | (3,386 | ) | 11,128 | ||||||
| Other accrued liabilities | (39 | ) | (4,442 | ) | 1,553 | (1,373 | ) | |||||
| Net cash provided by (used in) operating activities | 6,761 | 1,146 | (17,850 | ) | (54,662 | ) | ||||||
| Cash flows from investing activities: | ||||||||||||
| Excess restricted cash returned to acquiree | — | — | — | (826 | ) | |||||||
| Purchase of property and equipment | (1,084 | ) | (5,622 | ) | (7,244 | ) | (14,391 | ) | ||||
| Investment in intangible assets | (65 | ) | (256 | ) | (286 | ) | (844 | ) | ||||
| Net cash used in investing activities | (1,149 | ) | (5,878 | ) | (7,530 | ) | (16,061 | ) | ||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from term loan | — | — | — | 25,000 | ||||||||
| Proceeds revolving line of credit | — | 17,000 | — | 17,000 | ||||||||
| Proceeds from related party loan | 61,000 | — | ||||||||||
| Payments on term loan | — | — | (25,000 | ) | (24,656 | ) | ||||||
| Payments on revolving line of credit | — | (12,000 | ) | (5,000 | ) | (12,000 | ) | |||||
| Proceeds from stock offering | — | — | — | 60,300 | ||||||||
| Payments for stock offering costs | — | — | — | (3,301 | ) | |||||||
| Proceeds from exercise of stock options | — | — | — | — | ||||||||
| Payments for debt issuance costs | — | (17 | ) | (3,466 | ) | (6,143 | ) | |||||
| Proportional Representation Preferred Linked Stock redemption fee | — | — | — | (105 | ) | |||||||
| Tax receivable agreement payments | — | — | — | (269 | ) | |||||||
| Net cash provided by (used in) financing activities | — | 4,983 | 27,534 | 55,826 | ||||||||
| Net (decrease) increase in cash | 5,612 | 251 | 2,154 | (14,897 | ) | |||||||
| Cash, beginning of the period | 23,399 | 26,606 | 26,857 | 41,754 | ||||||||
| Cash, end of the period | $ | 29,011 | $ | 26,857 | $ | 29,011 | $ | 26,857 |
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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, adjusted net loss, and adjusted net loss per diluted share. 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 Loss to Non-GAAP EBITDA and AdjustedEBITDA
A reconciliation of GAAP net loss to the non-GAAP measures of EBITDA and adjusted EBITDA is provided below. EBITDA represents net loss before interest expense, income tax (benefit) expense, other expense (income), net, and depreciation and amortization. Adjusted EBITDA represents EBITDA excluding costs incurred due to changes in the fair value of the warrant liability, debt extinguishment, stock-based compensation expense, restructuring related charges, vendor separation fee, loss on project write-off, impairment of goodwill, nonrecurring legal fees, Board special committee costs, acquisition expenses, executive interim and search costs, severance costs and showroom opening and closing costs. 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<br> <br>December 31, | Year Ended<br> <br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| GAAP net loss | $ | (8,511 | ) | $ | (18,374 | ) | $ | (98,098 | ) | $ | (121,215 | ) |
| Interest expense | 4,481 | 819 | 17,510 | 1,967 | ||||||||
| Income tax (benefit) expense | (113 | ) | (154 | ) | 63 | 8 | ||||||
| Other expense (income), net | 64 | 1,513 | (11,548 | ) | 1,198 | |||||||
| Depreciation and amortization | 7,907 | 6,143 | 35,355 | 25,106 | ||||||||
| EBITDA | 3,828 | (10,053 | ) | (56,718 | ) | (92,936 | ) | |||||
| Adjustments: | ||||||||||||
| Change in fair value - warrant liability | (3,615 | ) | — | (3,504 | ) | — | ||||||
| Loss on extinguishment of debt | — | — | 3,394 | 4,331 | ||||||||
| Stock-based compensation expense | 685 | 1,083 | 2,793 | 4,875 | ||||||||
| Restructuring related charges | 1,378 | — | 25,047 | — | ||||||||
| Vendor separation fee | — | — | — | 1,050 | ||||||||
| Loss on project write-off | — | — | 1,355 | — | ||||||||
| Loss on impairment of goodwill | — | — | — | 6,879 | ||||||||
| Legal fees | 42 | 177 | 982 | 3,697 | ||||||||
| Board special committee fees | — | (2,750 | ) | — | 11,410 | |||||||
| Acquisition expenses | — | — | — | 65 | ||||||||
| Executive interim and search costs | 233 | 1,117 | 3,616 | 4,375 | ||||||||
| Severance costs | 146 | 282 | 1,232 | 868 | ||||||||
| Showroom opening/closing costs | 174 | 353 | 956 | 691 | ||||||||
| Adjusted EBITDA | $ | 2,871 | $ | (9,791 | ) | $ | (20,847 | ) | $ | (54,695 | ) |
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Reconciliation of GAAP Gross Profit to Adjusted Gross Profit
A reconciliation of GAAP gross profit to the non-GAAP measures of adjusted gross profit is provided below. Adjusted gross profit represents adjusted net revenue less adjusted cost of revenue. Adjusted net revenue represents revenue adjusted for revenue deemed lost through discounts on products during our transition to our new product line in 2023. Adjusted cost of revenues represents cost of revenues excluding certain incremental costs incurred during our transition to our new product line in 2023 and restructuring charges recorded in cost of revenues in 2024. We believe adjusted gross margin provides additional useful information with respect to the impact of the new product launch and restructuring and provides meaningful measures of our operating performance.
| Three Months Ended December 31, | Year Ended <br> December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||
| Revenues, net | $ | 128,975 | $ | 145,936 | $ | 487,877 | $ | 510,541 | ||||
| Discounts on new product transition | — | 2,106 | — | 14,859 | ||||||||
| Adjusted revenues, net | 128,975 | 148,042 | 487,877 | 525,400 | ||||||||
| Total cost of revenues | 73,696 | 97,472 | 306,745 | 338,716 | ||||||||
| Cost of new product transition | — | (3,807 | ) | — | (8,822 | ) | ||||||
| Restructuring charges in cost of revenues | (2,583 | ) | — | (15,442 | ) | — | ||||||
| Adjusted cost of revenues | 71,113 | 93,665 | 291,303 | 329,894 | ||||||||
| Adjusted gross profit | $ | 57,862 | $ | 54,377 | $ | 196,574 | $ | 195,506 | ||||
| Adjusted gross profit % | 44.9 | % | 36.7 | % | 40.3 | % | 37.2 | % |
Reconciliation of GAAP Operating Expenses to Adjusted OperatingExpenses
A reconciliation of GAAP operating expenses to the non-GAAP measures of adjusted operating expenses is provided below. Adjusted operating expenses represents operating expenses adjusted for restructuring related charges in 2024 and the Board special committee fees and impairment of goodwill in 2023. We believe adjusted operating expenses provides additional useful information with respect to the impact of the restructuring and provides meaningful measures of our operating performance.
| Three Months Ended December 31, | Year Ended<br> December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||
| Operating expenses | $ | 62,973 | $ | 64,660 | $ | 273,315 | $ | 285,536 | |||
| Restructuring related charges in operating expenses | (1,092 | ) | — | (20,915 | ) | — | |||||
| Board special committee fees | — | 2,750 | — | (11,410 | ) | ||||||
| Loss on impairment of goodwill | — | — | — | (6,879 | ) | ||||||
| Adjusted operating expenses | $ | 61,881 | $ | 67,410 | $ | 252,400 | $ | 267,247 |
9
Reconciliation of GAAP Net Loss to non-GAAP Adjusted Net Loss andAdjusted Net Loss per Diluted Share
Our presentation of adjusted net loss assumes that all net loss is attributable to Purple Innovation, Inc. (i.e. there is no allocation of net 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 loss per share, diluted, is calculated by dividing adjusted net loss 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 loss 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:
| Three MonthsEnded December 31, | Year Ended <br><br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share amounts) | 2024 | 2023 | 2024 | 2023 | ||||||||
| Net loss | $ | (8,511 | ) | $ | (18,374 | ) | $ | (98,098 | ) | $ | (121,215 | ) |
| Income tax (benefit) expense, as reported | (113 | ) | (154 | ) | 63 | 8 | ||||||
| Change in fair value – warrant liabilities | (3,615 | ) | — | (3,504 | ) | — | ||||||
| Loss on extinguishment of debt | — | — | 3,394 | 4,331 | ||||||||
| Restructuring related charges | 1,378 | — | 25,047 | — | ||||||||
| Loss on project write-off/vendor separation fee | — | — | 1,355 | 1,050 | ||||||||
| Loss on impairment of goodwill | — | — | — | 6,879 | ||||||||
| Board special committee fees | — | (2,750 | ) | — | 11,410 | |||||||
| Acquisition expenses | — | — | — | 65 | ||||||||
| Gain on insurance proceeds | — | — | (11,499 | ) | — | |||||||
| Adjusted net loss before income taxes | (10,861 | ) | (21,278 | ) | (83,242 | ) | (97,472 | ) | ||||
| Adjusted income tax benefit^(1)^ | 2,813 | 5,511 | 21,560 | 25,245 | ||||||||
| Adjusted net loss | $ | (8,048 | ) | $ | (15,767 | ) | $ | (61,682 | ) | $ | (72,227 | ) |
| Adjusted net loss per share, diluted | $ | (0.07 | ) | $ | (0.15 | ) | $ | (0.57 | ) | $ | (0.69 | ) |
| Adjusted weighted-average shares outstanding, diluted^(2)^ | 107,710 | 105,737 | 107,324 | 103,936 |
(1) Represents the estimated effective tax rate of 25.9% for the three months and year ended December 31, 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.
10
A reconciliation of net income (loss) per share, diluted, to adjusted net income per diluted share is set forth below for the three months and year ended December 31, 2023 and 2022:
| For the Three Months Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | |||||||||||||||
| Net Loss | Weighted Average<br> Shares,<br> Diluted | Net Loss per Share, Diluted | Net Loss | Weighted Average Shares, Diluted | Net Loss per Share, Diluted | |||||||||||
| Net loss attributable to Purple Innovation Inc.^(1)^ | $ | (8,479 | ) | 107,710 | $ | (0.08 | ) | $ | (18,333 | ) | 105,737 | $ | (0.17 | ) | ||
| Assumed exchange of shares^(2)^ | (32 | ) | (41 | ) | ||||||||||||
| Net loss | (8,511 | ) | (18,374 | ) | ||||||||||||
| Adjustments to arrive at adjusted net loss before taxes^(3)^ | (2,350 | ) | (2,904 | ) | ||||||||||||
| Adjusted net loss before taxes | (10,861 | ) | (21,278 | ) | ||||||||||||
| Adjusted income tax benefit^(4)^ | 2,813 | 5,511 | ||||||||||||||
| Adjusted net loss | $ | (8,048 | ) | 107,710 | $ | (0.07 | ) | $ | (15,767 | ) | 105,737 | $ | (0.15 | ) |
(1) Represents net income 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 and added in if not already included in the weighted average diluted shares. 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 December 31, 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.
| For the Year Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | |||||||||||||||
| Net Loss | Weighted Average<br> Shares,<br> Diluted | Net Loss per Share, Diluted | Net Loss | Weighted Average Shares, Diluted | Net Loss per Share, Diluted | |||||||||||
| Net loss attributable to Purple Innovation Inc.^(1)^ | $ | (97,897 | ) | 107,324 | $ | (0.91 | ) | $ | (120,757 | ) | 103,936 | $ | (1.17 | ) | ||
| Assumed exchange of shares^(2)^ | (201 | ) | (458 | ) | ||||||||||||
| Net loss | (98,098 | ) | (121,215 | ) | ||||||||||||
| Adjustments to arrive at adjusted net loss before taxes^(3)^ | 14,856 | 23,743 | ||||||||||||||
| Adjusted net loss before taxes | (83,242 | ) | (97,472 | ) | ||||||||||||
| Adjusted income tax benefit^(4)^ | 21,560 | 25,245 | ||||||||||||||
| Adjusted net loss | $ | (61,682 | ) | 107,324 | $ | (0.57 | ) | $ | (72,227 | ) | 103,936 | $ | (0.69 | ) |
(1) Represents net income 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 and added in if not already included in the weighted average diluted shares. 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% the year ended December 31, 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.
11
Exhibit 99.2
Purple Innovation Announces Review of StrategicAlternatives to Maximize Shareholder Value
Initiates Review Following Receipt of Expressionsof Interest
Returned to Positive Adjusted EBITDA and PositiveCash Flow Generation in Fourth Quarter 2024
and Expanded Credit Facility, Enabling EnhancedFinancial Flexibility
Lehi, Utah, March 13, 2025 – Purple Innovation, Inc. (NASDAQ: PRPL) (“Purple” or the “Company”), a comfort innovation company known for creating the “World’s First No Pressure™ Mattress,” today announced that its Board of Directors (the “Board”) has initiated a review of strategic alternatives for the Company, following inbound expressions of interest. The Board will consider a broad range of opportunities to maximize shareholder value, including, but not limited to, a sale, merger, or other strategic or financial transaction.
To evaluate potential alternatives for the Company, the Board has formed a special committee of independent directors comprised of Gary T. DiCamillo (Chair), D. Scott Peterson, and Claudia Hollingsworth.
Mr. DiCamillo said, “Purple’s Board is committed to maximizing shareholder value and assessing all credible pathways available to the Company to achieve this objective. Following the Company’s recent receipt of expressions of interest – reflecting our attractive position as a leading independent premium mattress brand – we believe it is in the best interests of all Purple stakeholders to initiate a formal review of strategic alternatives. We embark on this process from a position of strength, having delivered positive Adjusted EBITDA and positive cash flow performance in the fourth quarter of 2024, while meaningfully enhancing our financial position through the expansion of our existing credit facility. As the Board conducts its review, the Purple team remains laser focused on executing against our Path to Premium strategy and continuing to serve our customers and wholesale partners.”
The Board has not set a timetable for the conclusion of its evaluation, nor has it made any decisions related to any potential strategic alternatives at this time. Purple does not intend to comment on this review of strategic alternatives until it deems further disclosure is appropriate or necessary. There can be no assurances as to the outcome or timing of such review, or whether any particular transaction may be pursued or consummated.
Purple has retained Jefferies LLC as financial advisor to assist in its review of strategic alternatives.
Purple today separately reported financial results for the fourth quarter and full year ended December 31, 2024, as well as an increase of $19 million in its existing term loan, bringing the total commitment to $80 million.
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 58 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 statements include, but are not limited to, statements regarding our exploration of strategic alternatives, the timing thereof, and future prospects. 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.