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 Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):November 4, 2024
Purple Innovation, Inc.
(Exact Name of Registrant as Specified in itsCharter)
| Delaware | 001-37523 | 47-4078206 |
|---|---|---|
| (State 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, 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 November 4, 2024, Purple Innovation, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 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.
| ExhibitNumber | Description |
|---|---|
| 99.1 | Press Release dated November 4, 2024, regarding financial results for the third quarter ended September 30, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 4, 2024 | PURPLE INNOVATION, INC. | |
|---|---|---|
| By: | /s/ Todd Vogensen | |
| Todd Vogensen | ||
| Chief Financial Officer |
2
Exhibit 99.1
Purple Innovation Reports Third Quarter 2024Results
Restructuring Initiatives are On Track and Delivering Significant Margin Improvement
GAAP Gross Margin of 29.7%; Adjusted Gross MarginImproved 340bps versus Last Year to 40.5%
Adjusted EBITDA Loss Narrowed Notably to $(6.4)Million versus $(16.3) Million Last Year
Lehi, Utah, November 4, 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 third quarter ended September 30, 2024.
“While our third quarter revenue was challenged, we are encouraged by both our year-to-date performance modestly exceeding the broader industry and the sustained improvements in our profitability,” said CEO Rob DeMartini.
“The restructuring plan we announced earlier this quarter is on track to deliver meaningful cost savings in the new year as we improve our operational efficiencies and positions us to capitalize on tailwinds when the market improves. Looking forward, we remain confident in our Path to Premium Sleep strategy’s ability to deliver long-term value and we look forward to building on this momentum into 2025.”
Third Quarter 2024 Financial Results
Third quarter 2024 net revenue declined by 15.3% to $118.6 million, compared to $140.0 million in the third quarter of 2023. This decrease was primarily driven by industry-wide demand softness for home-related products, a reduction in advertising spend towards more profitable marketing, and the lapping of our successful launch of new premium mattresses in 2023. By channel, DTC net revenues decreased 11.7%, and wholesale net revenues decreased 20.1%. Within DTC, e-commerce net revenues decreased 15.7%, while showroom net revenues were approximately flat. In addition to the factors above, the decline in wholesale net revenues reflected the exit of certain customers.
Gross margin for the third quarter of 2024 decreased to 29.7% down 410 basis points compared to 33.8% in the prior year, negatively impacted by the $12.9 million of restructuring related charges offset in part by improved production efficiencies. The increase in production efficiencies was primarily due to supply chain initiatives and manufacturing efficiencies. We expect the restructuring plan will further streamline our operations and provide increased gross profits. Despite deleveraging from lower sales, adjusted gross margin, which excludes restructuring related charges during the quarter and launch costs in the prior year period, grew to 40.5%, an increase of 340 basis points compared to adjusted gross margin last year.
Operating expenses for the third quarter were $82.0 million, up 2.6% from $79.9 million in Q3 2023. This increase was driven by $19.8 million in restructuring related charges as part of the consolidation of our manufacturing operations to achieve significant operational efficiencies. Excluding all restructuring related charges this year and loss on impairment of goodwill last year, adjusted operating expenses were down by $10.9 million, primarily due to a $9.1 million reduction in advertising spend.
Net loss attributable to Purple Innovation, Inc. for the third quarter of 2024 was $(39.2) million or $(0.36) per diluted share, compared to a net loss of $(36.0) million or $(0.34) per diluted share in the third quarter 2023. Adjusted net loss, excluding restructuring related charges and certain non-cash and one-time items, was $(8.4) million or $(0.08) per diluted share, an improvement from $(19.4) million or $(0.18) per diluted share in the prior year.
EBITDA for the third quarter 2024 was $(27.4) million compared to $(29.7) million in the third quarter 2023. Adjusted EBITDA was $(6.4) million, an improvement from $(16.3) million in the prior year.
1
Restructuring, Impairment and Other Related Charges
In August 2024, we initiated a restructuring plan to strategically realign our operational focus to achieve significant operational efficiencies. This plan includes the closure of our two Utah manufacturing facilities to consolidate mattress production to our Georgia plant, as well as a headcount reduction at our Utah headquarters. As a result, we have a $32.7 million total restructuring, impairment and other related charges in the third quarter 2024. We expect to record additional restructuring and other related charges in the amount of $9.9 million through the second quarter of 2025. The supply chain consolidation and corporate restructure is expected to yield annual EBITDA savings of $15 to $20 million starting in 2025, and we plan to have positive cash flow and adjusted EBITDA next year.
Balance Sheet
Cash and cash equivalents were $23.4 million as of September 30, 2024, compared to $26.9 million as of December 31, 2023.
Inventories as of September 30, 2024 totaled $59.9 million, representing a decrease of 10.5%, or $7.0 million compared with December 31, 2023.
2024 Outlook
For the full year 2024, we expect to be at the lower end of our guidance range for net revenue of $490 million to $510 million, and also at the lower end of our guidance range for Adjusted EBITDA outlook of $(20) million to $(10) million. The company continues to prioritize and benefit from operational improvements and expects positive Adjusted EBITDA in the fourth quarter.
Conference Call and Webcast Information
Purple Innovation, Inc. will host a live conference call to discuss financial results today, November 4, 2024 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 59 Purple stores and over 3,000 retailers nationwide. Sleep Better. Live Purple.
2
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:
Stacy Turnof, Edelman Smithfield
stacy.turnof@edelmansmithfield.com
917-362-2581
3
PURPLE INNOVATION, INC.
Condensed Consolidated Balance Sheets
(unaudited – in thousands, except forpar value)
| December 31,<br> 2023 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 23,399 | $ | 26,857 | ||
| Accounts receivable, net | 29,662 | 37,802 | |||
| Inventories | 59,881 | 66,878 | |||
| Prepaid expenses | 9,241 | 8,536 | |||
| Other current assets | 1,005 | 1,737 | |||
| Total current assets | 123,188 | 141,810 | |||
| Property and equipment, net | 100,155 | 128,661 | |||
| Operating lease right-of-use assets | 74,254 | 95,767 | |||
| Intangible assets, net | 9,226 | 22,196 | |||
| Other long-term assets | 2,450 | 2,191 | |||
| Total assets | 309,273 | $ | 390,625 | ||
| Liabilities and Stockholders’ Equity | |||||
| Current liabilities: | |||||
| Accounts payable | 30,393 | $ | 49,831 | ||
| Accrued compensation | 15,109 | 5,064 | |||
| Customer prepayments | 3,778 | 5,718 | |||
| Accrued rebates and allowances | 10,040 | 13,243 | |||
| Accrued warranty liabilities – current portion | 7,634 | 9,793 | |||
| Operating lease obligations – current portion | 16,157 | 14,843 | |||
| Other current liabilities | 11,353 | 12,490 | |||
| Total current liabilities | 94,464 | 110,982 | |||
| Related party debt | 50,813 | — | |||
| Long-term debt, net of current portion | — | 26,909 | |||
| Accrued warranty liabilities, net of current portion | 27,336 | 25,798 | |||
| Operating lease obligations, net of current portion | 85,621 | 109,094 | |||
| Warrant liabilities | 19,682 | — | |||
| Other long-term liabilities | 3,344 | 2,235 | |||
| Total liabilities | 281,260 | 275,018 | |||
| Commitments and contingencies (Note 14) | |||||
| Stockholders’ equity: | |||||
| Class A common stock; 0.0001 par value, 210,000 shares authorized; 107,516 issued and outstanding at September 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; 192 issued and outstanding at September 30, 2024 and at December 31, 2023 | — | — | |||
| Additional paid-in capital | 593,343 | 591,380 | |||
| Accumulated deficit | (565,387 | ) | (475,969 | ) | |
| Total stockholders’ equity attributable to Purple Innovation, Inc. | 27,967 | 115,422 | |||
| Noncontrolling interest | 46 | 185 | |||
| Total stockholders’ equity | 28,013 | 115,607 | |||
| Total liabilities and stockholders’ equity | 309,273 | $ | 390,625 |
All values are in US Dollars.
4
PURPLE INNOVATION, INC.
Condensed Consolidated Statements of Operations
(unaudited – in thousands, except pershare amounts)
| Three Months Ended<br> September 30, | Nine Months Ended<br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenues, net | $ | 118,598 | $ | 139,996 | $ | 358,902 | $ | 364,605 | ||||
| Cost of revenues: | ||||||||||||
| Cost of revenues | 70,546 | 92,687 | 220,190 | 241,244 | ||||||||
| Cost of revenues – restructuring related charges | 12,859 | — | 12,859 | — | ||||||||
| Total cost of revenues | 83,405 | 92,687 | 233,049 | 241,244 | ||||||||
| Gross profit | 35,193 | 47,309 | 125,853 | 123,361 | ||||||||
| Operating expenses: | ||||||||||||
| Marketing and sales | 42,939 | 52,816 | 125,778 | 137,368 | ||||||||
| General and administrative | 17,266 | 17,524 | 55,111 | 67,628 | ||||||||
| Research and development | 2,920 | 2,704 | 10,572 | 9,001 | ||||||||
| Restructuring, impairment and other related charges | 18,881 | — | 18,881 | — | ||||||||
| Loss on impairment of goodwill | — | 6,879 | — | 6,879 | ||||||||
| Total operating expenses | 82,006 | 79,923 | 210,342 | 220,876 | ||||||||
| Operating loss | (46,813 | ) | (32,614 | ) | (84,489 | ) | (97,515 | ) | ||||
| Other income (expense): | ||||||||||||
| Interest expense | (4,394 | ) | (594 | ) | (13,029 | ) | (1,148 | ) | ||||
| Other income, net | 7,165 | 205 | 11,612 | 315 | ||||||||
| Change in fair value – warrant liabilities | 4,795 | — | (111 | ) | — | |||||||
| Loss on extinguishment of debt | — | (3,114 | ) | (3,394 | ) | (4,331 | ) | |||||
| Total other income (expense), net | 7,566 | (3,503 | ) | (4,922 | ) | (5,164 | ) | |||||
| Net loss before income taxes | (39,247 | ) | (36,117 | ) | (89,411 | ) | (102,679 | ) | ||||
| Income tax expense | (63 | ) | (18 | ) | (176 | ) | (162 | ) | ||||
| Net loss | (39,310 | ) | (36,135 | ) | (89,587 | ) | (102,841 | ) | ||||
| Net loss attributable to noncontrolling interest | (82 | ) | (131 | ) | (169 | ) | (417 | ) | ||||
| Net loss attributable to Purple Innovation, Inc. | $ | (39,228 | ) | $ | (36,004 | ) | $ | (89,418 | ) | $ | (102,424 | ) |
| Net loss per share: | ||||||||||||
| Basic | $ | (0.36 | ) | $ | (0.34 | ) | $ | (0.84 | ) | $ | (0.99 | ) |
| Diluted | $ | (0.36 | ) | $ | (0.34 | ) | $ | (0.84 | ) | $ | (0.99 | ) |
| Weighted average common shares outstanding: | ||||||||||||
| Basic | 107,508 | 105,326 | 107,008 | 102,962 | ||||||||
| Diluted | 107,508 | 105,326 | 107,008 | 102,962 |
5
PURPLE INNOVATION, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited — in thousands)
| Three Months Ended September 30, | Nine Months Ended<br> <br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Cash flows from operating activities: | ||||||||||||
| Net loss | $ | (39,310 | ) | $ | (36,135 | ) | $ | (89,587 | ) | $ | (102,841 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Depreciation and amortization | 14,627 | 6,073 | 27,448 | 18,963 | ||||||||
| Non-cash interest | 1,931 | 234 | 5,303 | 920 | ||||||||
| Paid-in-kind interest | 2,653 | — | 7,028 | — | ||||||||
| Non-cash restructuring, impairment and other related charges | 20,115 | — | 20,115 | — | ||||||||
| Loss on impairment of goodwill | — | 6,879 | — | 6,879 | ||||||||
| Change in fair value – warrant liabilities | (4,795 | ) | — | 111 | — | |||||||
| Loss on extinguishment of debt | — | 3,114 | 3,394 | 4,331 | ||||||||
| Stock-based compensation | 791 | 939 | 2,108 | 3,792 | ||||||||
| Loss on disposal of property and equipment | 658 | — | 770 | — | ||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | 2,421 | (10,002 | ) | 8,140 | 1,465 | |||||||
| Inventories | 5,750 | 5,757 | 2,971 | 696 | ||||||||
| Prepaid expenses and other assets | (4,287 | ) | (4,156 | ) | 378 | (1,204 | ) | |||||
| Operating leases, net | (765 | ) | 147 | (2,105 | ) | 1,462 | ||||||
| Accounts payable | (7,036 | ) | (2,760 | ) | (16,558 | ) | 544 | |||||
| Accrued compensation | 5,923 | 1,908 | 10,045 | (801 | ) | |||||||
| Customer prepayments | (954 | ) | (302 | ) | (1,940 | ) | 723 | |||||
| Accrued rebates and allowances | 1,405 | 2,748 | (3,203 | ) | (1,229 | ) | ||||||
| Accrued warranty liabilities | (462 | ) | 2,360 | (621 | ) | 7,422 | ||||||
| Other accrued liabilities | 2,454 | 5,441 | 1,592 | 3,070 | ||||||||
| Net cash provided by (used in) operating activities | 1,119 | (17,755 | ) | (24,611 | ) | (55,808 | ) | |||||
| Cash flows from investing activities: | ||||||||||||
| Excess restricted cash returned to acquiree | — | (826 | ) | — | (826 | ) | ||||||
| Purchase of property and equipment | (1,018 | ) | (3,326 | ) | (6,160 | ) | (8,769 | ) | ||||
| Investment in intangible assets | (110 | ) | (208 | ) | (221 | ) | (588 | ) | ||||
| Net cash used in investing activities | (1,128 | ) | (4,360 | ) | (6,381 | ) | (10,183 | ) | ||||
| 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 | — | ||||||||
| Proceeds from term loan | — | 25,000 | — | 25,000 | ||||||||
| Payments for debt issuance costs | — | (3,228 | ) | (3,466 | ) | (6,126 | ) | |||||
| Proceeds from stock offering | — | — | — | 60,300 | ||||||||
| Payments for public offering costs | — | — | — | (3,301 | ) | |||||||
| Proportional Representation Preferred Linked Stock redemption fee | — | — | — | (105 | ) | |||||||
| Tax receivable agreement payments | — | — | — | (269 | ) | |||||||
| Net cash provided by financing activities | — | 21,772 | 27,534 | 50,843 | ||||||||
| Net decrease in cash | (9 | ) | (343 | ) | (3,458 | ) | (15,148 | ) | ||||
| Cash, beginning of the period | 23,408 | 26,949 | 26,857 | 41,754 | ||||||||
| Cash, end of the period | $ | 23,399 | $ | 26,606 | $ | 23,399 | $ | 26,606 |
6
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 andAdjusted EBITDA
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 (income) expense, 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 fees, 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>September 30, | Nine Months Ended<br> <br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| GAAP net loss | $ | (39,310 | ) | (36,135 | ) | (89,587 | ) | (102,841 | ) | |||
| Interest expense | 4,394 | 594 | 13,029 | 1,148 | ||||||||
| Income tax expense | 63 | 18 | 176 | 162 | ||||||||
| Other income, net | (7,165 | ) | (205 | ) | (11,612 | ) | (315 | ) | ||||
| Depreciation and amortization | 14,627 | 6,073 | 27,448 | 18,963 | ||||||||
| EBITDA | (27,391 | ) | (29,655 | ) | (60,546 | ) | (82,883 | ) | ||||
| Adjustments: | ||||||||||||
| Change in fair value - warrant liability | (4,795 | ) | — | 111 | — | |||||||
| Loss on extinguishment of debt | — | 3,114 | 3,394 | 4,331 | ||||||||
| Stock-based compensation expense | 791 | 939 | 2,108 | 3,792 | ||||||||
| Restructuring related charges | 23,669 | — | 23,669 | — | ||||||||
| Vendor separation fee | — | — | — | 1,050 | ||||||||
| Loss on project write-off | — | — | 1,355 | — | ||||||||
| Loss on impairment of goodwill | — | 6,879 | — | 6,879 | ||||||||
| Legal fees | 16 | 775 | 940 | 3,520 | ||||||||
| Board special committee costs | — | — | — | 14,160 | ||||||||
| Acquisition expenses | — | — | — | 65 | ||||||||
| Executive interim and search costs | 409 | 1,456 | 3,383 | 3,258 | ||||||||
| Severance costs | 202 | — | 1,086 | 586 | ||||||||
| Showroom opening and closing costs | 724 | 242 | 782 | 338 | ||||||||
| Adjusted EBITDA | $ | (6,375 | ) | $ | (16,250 | ) | $ | (23,718 | ) | $ | (44,904 | ) |
7
Reconciliation of GAAP Gross Margin to Adjusted Gross Margin
A reconciliation of GAAP gross margin to the non-GAAP measures of adjusted gross margin is provided below. Adjusted gross margin 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 restructuring and provides meaningful measures of our operating performance.
| (in thousands) | Three Months Ended<br><br> September 30, | Nine Months Ended<br><br> September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenues, net | $ | 118,598 | $ | 139,996 | $ | 358,902 | $ | 364,605 | ||||
| Discounts on new product transition | — | 3,124 | — | 12,752 | ||||||||
| Adjusted revenues, net | 118,598 | 143,120 | 358,902 | 377,357 | ||||||||
| Total cost of revenues | 83,405 | 92,687 | 233,049 | 241,244 | ||||||||
| Cost of new product transition | — | (2,692 | ) | — | (5,015 | ) | ||||||
| Restructuring charges in cost of revenues | (12,859 | ) | — | (12,859 | ) | — | ||||||
| Adjusted cost of revenues | 70,546 | 89,995 | 220,190 | 236,229 | ||||||||
| Adjusted gross profit | $ | 48,052 | $ | 53,125 | $ | 138,712 | $ | 141,128 | ||||
| Adjusted gross profit % | 40.5 | % | 37.1 | % | 38.6 | % | 37.4 | % |
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 loss on 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.
| (in thousands) | Three Months Ended<br><br> September 30, | Nine Months Ended<br><br> September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Operating expenses | $ | 82,006 | $ | 79,923 | $ | 210,342 | $ | 220,876 | ||||
| Restructuring related charges in operating expenses | (19,832 | ) | — | (19,832 | ) | — | ||||||
| Loss on impairment of goodwill | — | (6,879 | ) | — | (6,879 | ) | ||||||
| Adjusted operating expenses | $ | 62,174 | $ | 73,044 | $ | 190,510 | $ | 213,997 |
8
Reconciliation of GAAP Net Income to non-GAAP Adjusted Net Incomeand 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<br><br> September 30, | Nine Months Ended<br><br> September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Net loss | $ | (39,310 | ) | $ | (36,135 | ) | $ | (89,587 | ) | $ | (102,841 | ) |
| Income tax (benefit) expense, as reported | 63 | 18 | 176 | 162 | ||||||||
| Loss on extinguishment of debt | — | 3,114 | 3,394 | 4,331 | ||||||||
| Restructuring related charges | 32,682 | — | 32,682 | — | ||||||||
| Loss on impairment of goodwill | — | 6,879 | — | 6,879 | ||||||||
| Board special committee fees | — | — | — | 14,160 | ||||||||
| Acquisition expenses | — | — | — | 65 | ||||||||
| Change in fair value – warrant liabilities | (4,795 | ) | — | 111 | — | |||||||
| Adjusted net loss before income taxes | (11,360 | ) | (26,124 | ) | (53,224 | ) | (77,244 | ) | ||||
| Adjusted income tax benefit^(1)^ | 2,942 | 6,766 | 13,785 | 20,006 | ||||||||
| Adjusted net loss | $ | (8,418 | ) | $ | (19,358 | ) | $ | (39,439 | ) | $ | (57,238 | ) |
| Adjusted net loss per share, diluted | $ | (0.08 | ) | $ | (0.18 | ) | $ | (0.37 | ) | $ | (0.55 | ) |
| Adjusted weighted-average shares outstanding, diluted^(2)^ | 107,703 | 105,744 | 107,203 | 103,380 | ||||||||
| (1) | Represents the estimated effective tax rate of 25.9% for<br>the three and nine months ended September 30, 2024 and 2023, applied to adjusted net income before income taxes. The estimated effective<br>tax rates are what the Company would be subject to and consist of the combined federal statutory tax rate and the Company’s blended<br>state tax rates assuming no valuation allowance. | |||||||||||
| --- | --- | |||||||||||
| (2) | Assumes options and restricted stock units calculated in<br>accordance with GAAP and the full exchange of all outstanding Paired Securities for shares of Class A common stock as of the beginning<br>of the period. | |||||||||||
| --- | --- |
9
A reconciliation of net income (loss) per share, diluted, to adjusted net loss per diluted share is set forth below for the three and nine months ended September 30, 2024 and 2023:
| For the Three Months Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2024 | September 30, 2023 | |||||||||||||||
| Net <br><br>Income | Weighted<br><br> Average<br> Shares,<br> Diluted | Net<br><br> Income <br><br>per Share,<br><br> Diluted | Net Income | Weighted<br><br> Average<br><br> Shares,<br><br> Diluted | Net<br><br> Income <br><br>per Share,<br><br> Diluted | |||||||||||
| Net income (loss) attributable to Purple Innovation Inc.^(1)^ | $ | (39,228 | ) | 107,508 | $ | (0.36 | ) | $ | (36,004 | ) | 105,326 | $ | (0.34 | ) | ||
| Assumed exchange of shares^(2)^ | (82 | ) | 195 | (131 | ) | 418 | ||||||||||
| Net loss | (39,310 | ) | (36,135 | ) | ||||||||||||
| Adjustments to arrive at adjusted loss before taxes^(3)^ | 27,950 | 10,011 | ||||||||||||||
| Adjusted loss before taxes | (11,360 | ) | (26,124 | ) | ||||||||||||
| Adjusted income tax benefit^(4)^ | 2,942 | 6,766 | ||||||||||||||
| Adjusted net loss | $ | (8,418 | ) | 107,703 | $ | (0.08 | ) | $ | (19,358 | ) | 105,744 | $ | (0.18 | ) | ||
| (1) | Represents net income (loss) attributable to Purple Innovation,<br>Inc. and the associated weighted average diluted shares, of Class A common stock outstanding. | |||||||||||||||
| --- | --- | |||||||||||||||
| (2) | Assumes the full exchange of all outstanding Paired Securities<br>for shares of Class A common stock as of the beginning of the period. Also assumes the addition of net income attributable to noncontrolling<br>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<br>in the adjusted net income table above to arrive at adjusted income before income taxes. Also assumes the dilutive warrants, options<br>and restricted stock as calculated in accordance with GAAP. | |||||||||||||||
| --- | --- | |||||||||||||||
| (4) | Represents the estimated effective tax rate of 25.9% for<br>the three months ended September 30, 2024 and 2023, applied to adjusted net income before income taxes. The estimated effective tax rates<br>are what the Company would be subject to and consist of the combined federal statutory tax rate and the Company’s blended state<br>tax rates assuming no valuation allowance. | |||||||||||||||
| --- | --- |
10
| For the Nine Months Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2024 | September 30, 2023 | |||||||||||||||
| Net<br><br> Income | Weighted<br><br> Average<br> Shares,<br> Diluted | Net <br><br>Income <br><br>per Share,<br><br> Diluted | Net <br><br>Income | Weighted<br><br> Average<br><br> Shares,<br><br> Diluted | Net <br><br>Income<br><br> per Share,<br><br> Diluted | |||||||||||
| Net loss attributable to Purple Innovation Inc.^(1)^ | $ | (89,418 | ) | 107,008 | $ | (0.84 | ) | $ | (102,424 | ) | 102,962 | $ | (0.99 | ) | ||
| Assumed exchange of shares^(2)^ | (169 | ) | 195 | (417 | ) | 418 | ||||||||||
| Net loss | (89,587 | ) | (102,841 | ) | ||||||||||||
| Adjustments to arrive at adjusted loss before taxes^(3)^ | 36,363 | 25,597 | ||||||||||||||
| Adjusted loss before taxes | (53,224 | ) | (77,244 | ) | ||||||||||||
| Adjusted income tax benefit^(4)^ | 13,785 | 20,006 | ||||||||||||||
| Adjusted net loss | $ | (39,439 | ) | 107,203 | $ | (0.37 | ) | $ | (57,238 | ) | 103,380 | $ | (0.55 | ) | ||
| (1) | Represents net loss attributable to Purple Innovation, Inc.<br>and the associated weighted average diluted shares, of Class A common stock outstanding. | |||||||||||||||
| --- | --- | |||||||||||||||
| (2) | Assumes the full exchange of all outstanding Paired Securities<br>for shares of Class A common stock as of the beginning of the period. Also assumes the addition of net income attributable to noncontrolling<br>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<br>in the adjusted net income table above to arrive at adjusted income before income taxes. Also assumes the dilutive warrants, options<br>and restricted stock as calculated in accordance with GAAP. | |||||||||||||||
| --- | --- | |||||||||||||||
| (4) | Represents the estimated effective tax rate of 25.9% for<br>the nine months ended September 30, 2024 and 2023, applied to adjusted net income before income taxes. The estimated effective tax rates<br>are what the Company would be subject to and consist of the combined federal statutory tax rate and the Company’s blended state<br>tax rates assuming no valuation allowance. | |||||||||||||||
| --- | --- |
11