UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.WASHINGTON, DC 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017FOR THE QUARTERLY PERIOD ENDED March 31, 2020
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________FOR THE TRANSITION PERIOD FROM _____________ TO _____________
Commission File Number:001-37523
GLOBAL PARTNER ACQUISITION CORP.
PURPLE INNOVATION, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 47-4078206 | |
(State or other jurisdiction of
|
|
| ||
| ( Identification No.) |
4100 NORTH CHAPEL RIDGE ROAD, SUITE 200
LEHI, UTAH 84043
(Address of principal executive offices, including zip code)
(801) 756-2600
(Registrant’s telephone number, including area code: (646) 756-2877code)
Not applicable
(Former name or former address, if changed since last report) 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 | OTC PINK |
Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ þNo ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”company,” and “emerging growth company” in Rule 12b-2Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ||
| Non-accelerated filer | Smaller reporting company | |||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒☐ No ☐þ
As of November 7, 2017, there were 15,989,770May 8, 2020, 23,622,214 shares of the Company’sregistrant’s Class A common stock, issued$0.0001 par value per share, and 30,270,245 shares of the registrant’s Class B common stock, $0.0001 par value per share, were outstanding.
GLOBAL PARTNER ACQUISITION CORP.PURPLE INNOVATION, INC.
Table of ContentsQUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
In this Quarterly Report on Form 10-Q, references to “dollars” and “$” are to United States (“U.S.”) dollars.
We have a number of trademarks registered with the U.S. Patent and Trademark Office, including EquaPressure®, WonderGel®and EquaGel®(for cushions), and Purple® (the logo and standard character mark) (for mattresses and pillows as well as plasticized elastomeric gel), No Pressure® and Hyper-Elastic Polymer®(for plasticized elastomeric gel and certain types of products, including mattresses); and the color “purple” (for mattresses). We also have a number of common law trademarks, including Purple Powerbase™, Purple Powerbase Premier™, Purple Powerbase Plus™, Purple Glove™, Eidertech™, Purple Grid™, Mattress Max™, WonderGel Original™, WonderGel Extreme™, DoubleGel™, DoubleGel Plus™, DoubleGel Ultra™, Roll n’ Go™, Fold N’ Go™, Purple Bed™, Purple Top™, Purple Pillow™, Portable Purple™, Everywhere Purple™, Simply Purple™, Lite Purple™, Royal Purple™, Double Purple™, Deep Purple™, Ultimate Purple™, Purple Back™, EquaGel Straight Comfort™, EquaGel General™, EquaGel Protector™ and EquaGel Adjustable™. Many of the common law marks have registrations pending with the USPTO and other international jurisdictions. Solely for convenience, we refer to our trademarks in this Quarterly Report without the ™ or ® symbol, but such references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights to our trademarks.
i
PART I –I. FINANCIAL INFORMATION
GLOBAL PARTNER ACQUISITION CORP.PURPLE INNOVATION, INC.
CONDENSED BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2017 | 2016 | |||||||
| ASSETS | (unaudited) | |||||||
| Current assets – | ||||||||
| Cash | $ | 374,000 | $ | 237,000 | ||||
| Prepaid expenses | 19,000 | 41,000 | ||||||
| Total current assets | 393,000 | 278,000 | ||||||
| Non-current assets – | ||||||||
| Cash and investments held in Trust Account | 121,749,000 | 155,543,000 | ||||||
| Total assets | $ | 122,142,000 | $ | 155,821,000 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities – | ||||||||
| Accounts payable | $ | 522,000 | $ | 199,000 | ||||
| Accrued liabilities | 289,000 | 1,614,000 | ||||||
| Accrued taxes | 204,000 | 62,000 | ||||||
| Total current liabilities | 1,015,000 | 1,875,000 | ||||||
| Other liabilities – | ||||||||
| Deferred underwriting commission | 4,000,000 | 4,658,000 | ||||||
| Total liabilities | 5,015,000 | 6,533,000 | ||||||
| Common stock subject to possible redemption; 11,212,713 shares and 14,428,805 shares, respectively, at September 30, 2017 and December 31, 2016 (at redemption value of approximately $10.00 per share) | 112,127,000 | 144,288,000 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $0.0001 par value, 1,000,000 shares authorized, none issued or outstanding | - | - | ||||||
| Common stock, $0.0001 par value, 35,000,000 shares authorized, 4,777,057 shares and 4,977,445 shares, respectively, issued and outstanding (excluding 11,212,713 and 14,428,805 shares, respectively, subject to possible redemption) at September 30, 2017 and December 31, 2016 | - | - | ||||||
| Additional paid-in-capital | 6,179,000 | 7,630,000 | ||||||
| Accumulated deficit | (1,179,000 | ) | (2,630,000 | ) | ||||
| Total stockholders’ equity | 5,000,000 | 5,000,000 | ||||||
| Total liabilities and stockholders’ equity | $ | 122,142,000 | $ | 155,821,000 | ||||
See accompanying notes to the unaudited condensed financial statements.
GLOBAL PARTNER ACQUISITION CORP.
CONDENSED STATEMENTS OF OPERATIONSCondensed Consolidated Balance Sheets
(unaudited)(In thousands, except par value)
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
| General and administrative expenses | 937,000 | 227,000 | 1,421,000 | 486,000 | ||||||||||||
| Loss from operations | (937,000 | ) | (227,000 | ) | (1,421,000 | ) | (486,000 | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Transaction fee income | 2,500,000 | - | 2,500,000 | - | ||||||||||||
| Interest income on Trust Account | 294,000 | 93,000 | 735,000 | 258,000 | ||||||||||||
| Interest expense on Notes payable – related party | (17,000 | ) | - | (57,000 | ) | - | ||||||||||
| Total other income | 2,777,000 | - | 3,178,000 | - | ||||||||||||
| Income (loss) before income tax | 1,840,000 | (134,000 | ) | 1,757,000 | (228,000 | ) | ||||||||||
| Provision for income tax | (130,000 | ) | - | (306,000 | ) | - | ||||||||||
| Net income (loss) attributable to common stock | $ | 1,710,000 | $ | (134,000 | ) | $ | 1,451,000 | $ | (228,000 | ) | ||||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic and diluted | 4,988,000 | 4,763,000 | 4,995,000 | 4,754,000 | ||||||||||||
| Diluted | 15,990,000 | 4,763,000 | 18,263,000 | 4,754,000 | ||||||||||||
| Net Income (loss) per common share: | ||||||||||||||||
| Basic | $ | 0.34 | $ | (0.03 | ) | $ | 0.29 | $ | (0.05 | ) | ||||||
| Diluted | $ | 0.11 | $ | (0.03 | ) | $ | 0.08 | $ | (0.05 | ) | ||||||
See accompanying notes to the unaudited condensed financial statements.
GLOBAL PARTNER ACQUISITION CORP.
CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY
For the nine months ended September 30, 2017
(unaudited)
| Additional | ||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balances, December 31, 2016 | 4,977,445 | $ | - | $ | 7,630,000 | $ | (2,630,000 | ) | $ | 5,000,000 | ||||||||||
| Reduction of deferred underwriting commissions | - | - | 658,000 | - | 658,000 | |||||||||||||||
| Change in proceeds subject to possible redemption(1) | (200,388 | ) | - | (2,109,000 | ) | - | (2,109,000 | ) | ||||||||||||
| Net income | - | - | - | 1,451,000 | 1,451,000 | |||||||||||||||
| Balances, September 30, 2017 | 4,777,057 | $ | - | $ | 6,179,000 | $ | (1,179,000 | ) | $ | 5,000,000 | ||||||||||
See accompanying notes to the unaudited condensed financial statements.
GLOBAL PARTNER ACQUISITION CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)(Unaudited)
| For the nine months ended | ||||||||
| September 30, | ||||||||
| 2017 | 2016 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | 1,451,000 | $ | (228,000 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operations: | ||||||||
| Decrease in prepaid expenses | 22,000 | 59,000 | ||||||
| Increase (decrease) in accounts payable, accrued liabilities and accrued taxes, net | (860,000 | ) | (47,000 | ) | ||||
| Trust income retained in Trust Account | (476,000 | ) | (187,000 | ) | ||||
| Net cash provided by (used) in operating activities | 137,000 | (403,000 | ) | |||||
| Cash flows from investing activities: | ||||||||
| Withdrawal from Trust Account upon redemption of 3,416,480 public shares | 34,165,000 | - | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from notes payable – related party | 1,200,000 | - | ||||||
| Payment of notes payable – related party | (1,200,000 | ) | - | |||||
| Redemption of common stock | (34,165,000 | ) | - | |||||
| Net cash used in financing activities | (34,165,000 | ) | - | |||||
| Net increase (decrease) in cash | 137,000 | (403,000 | ) | |||||
| Cash at beginning of period | 237,000 | 1,048,000 | ||||||
| Cash at end of period | $ | 374,000 | $ | 645,000 | ||||
| Supplemental disclosure of noncash investing and financing activities: | ||||||||
| Reduction of deferred underwriting commissions | $ | 658,000 | $ | - | ||||
| March 31, | December 31, | |||||||
| 2020 | 2019 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 26,378 | $ | 33,478 | ||||
| Accounts receivable, net | 23,270 | 28,692 | ||||||
| Inventories, net | 42,112 | 47,628 | ||||||
| Prepaid inventory | 1,033 | 879 | ||||||
| Other current assets | 5,687 | 3,442 | ||||||
| Total current assets | 98,480 | 114,119 | ||||||
| Property and equipment, net | 36,092 | 31,979 | ||||||
| Intangible assets, net | 2,813 | 1,101 | ||||||
| Other long-term assets | 525 | 525 | ||||||
| Total assets | $ | 137,910 | $ | 147,724 | ||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 37,163 | $ | 50,240 | ||||
| Accrued sales returns | 6,737 | 7,271 | ||||||
| Accrued compensation | 7,153 | 7,954 | ||||||
| Customer prepayments | 3,538 | 6,258 | ||||||
| Accrued sales tax | 4,351 | 5,602 | ||||||
| Other current liabilities | 9,258 | 9,540 | ||||||
| Total current liabilities | 68,200 | 86,865 | ||||||
| Long-term debt, related-party | 36,774 | 35,399 | ||||||
| Warrant liabilities | 7,989 | 21,622 | ||||||
| Other long-term liabilities, net of current portion | 9,833 | 8,570 | ||||||
| Total liabilities | 122,796 | 152,456 | ||||||
| Commitments and contingencies (Note 11) | ||||||||
| Stockholders’ equity (deficit): | ||||||||
| Class A common stock; $0.0001 par value, 210,000 shares authorized; 23,622 issued and outstanding at March 31, 2020 and 22,494 issued and outstanding at December 31, 2019 | 2 | 2 | ||||||
| Class B common stock; $0.0001 par value, 90,000 shares authorized; 30,270 issued and outstanding at March 31, 2020 and 31,394 issued and outstanding at December 31, 2019 | 3 | 3 | ||||||
| Additional paid-in capital | 5,955 | 5,990 | ||||||
| Accumulated earnings (deficit) | 486 | (8,349 | ) | |||||
| Total stockholders’ equity (deficit) | 6,446 | (2,354 | ) | |||||
| Noncontrolling interest | 8,668 | (2,378 | ) | |||||
| Total equity (deficit) | 15,114 | (4,732 | ) | |||||
| Total liabilities and stockholders’ equity (deficit) | $ | 137,910 | $ | 147,724 | ||||
SeeThe accompanying notes to theare an integral part of these unaudited condensed consolidated financial statements.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| Revenues, net | $ | 122,375 | $ | 83,648 | ||||
| Cost of revenues | 69,193 | 49,579 | ||||||
| Gross profit | 53,182 | 34,069 | ||||||
| Operating expenses: | ||||||||
| Marketing and sales | 36,684 | 24,017 | ||||||
| General and administrative | 7,548 | 4,565 | ||||||
| Research and development | 1,445 | 690 | ||||||
| Total operating expenses | 45,677 | 29,272 | ||||||
| Operating income | 7,505 | 4,797 | ||||||
| Other income (expense): | ||||||||
| Interest expense | (1,389 | ) | (1,144 | ) | ||||
| Other income (expense), net | (32 | ) | 229 | |||||
| Loss on extinguishment of debt | — | (6,299 | ) | |||||
| Change in fair value – warrant liabilities | 13,633 | 1,697 | ||||||
| Total other income (expense), net | 12,212 | (5,517 | ) | |||||
| Net income (loss) before income taxes | 19,717 | (720 | ) | |||||
| Income tax benefit | 284 | — | ||||||
| Net income (loss) | $ | 20,001 | $ | (720 | ) | |||
| Net income (loss) attributable to noncontrolling interest | 11,166 | (590 | ) | |||||
| Net income (loss) attributable to Purple Innovation, Inc. | $ | 8,835 | $ | (130 | ) | |||
| Net income (loss) per share: | ||||||||
| Basic | $ | 0.39 | $ | (0.02 | ) | |||
| Diluted | $ | 0.11 | $ | (0.02 | ) | |||
| Weighted average common shares outstanding: | ||||||||
| Basic | 22,675 | 8,437 | ||||||
| Diluted | 25,580 | 8,437 | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)
(In thousands)
(Unaudited)
| Class A | Class B | Additional | Accumulated | Total Stockholders’ | Total | |||||||||||||||||||||||||||||||
| Common Stock | Common Stock | Paid-in | Equity | Equity | Noncontrolling | Equity | ||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | Capital | (Deficit) | (Deficit) | Interest | (Deficit) | ||||||||||||||||||||||||||||
| Balance - December 31, 2019 | 22,494 | $ | 2 | 31,394 | $ | 3 | $ | 5,990 | $ | (8,349 | ) | $ | (2,354 | ) | $ | (2,378 | ) | $ | (4,732 | ) | ||||||||||||||||
| Net income | — | — | — | — | — | 8,835 | 8,835 | 11,166 | 20,001 | |||||||||||||||||||||||||||
| Stock-based compensation | 3 | — | — | — | 250 | — | 250 | — | 250 | |||||||||||||||||||||||||||
| Exchange of stock | 1,124 | — | (1,124 | ) | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Exercise of warrants | 1 | — | — | — | 12 | — | 12 | — | 12 | |||||||||||||||||||||||||||
| Tax Receivable Agreement liability | — | — | — | — | (221 | ) | — | (221 | ) | — | (221 | ) | ||||||||||||||||||||||||
| Accrued distributions | — | — | — | — | (196 | ) | — | (196 | ) | — | (196 | ) | ||||||||||||||||||||||||
| Impact of transactions affecting NCI | — | — | — | — | 120 | — | 120 | (120 | ) | — | ||||||||||||||||||||||||||
| Balance – March 31, 2020 | 23,622 | $ | 2 | 30,270 | $ | 3 | $ | 5,955 | $ | 486 | $ | 6,446 | $ | 8,668 | $ | 15,114 | ||||||||||||||||||||
| Class A | Class B | Additional | Accumulated | TotalStockholders’ | Total | |||||||||||||||||||||||||||||||
| Common Stock | Common Stock | Paid-in | Equity | Equity | Noncontrolling | Equity | ||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | Capital | (Deficit) | (Deficit) | Interest | (Deficit) | ||||||||||||||||||||||||||||
| Balance - December 31, 2018 | 9,731 | $ | 1 | 44,071 | $ | 4 | $ | 3,655 | $ | (4,322 | ) | $ | (662 | ) | $ | (1,349 | ) | $ | (2,011 | ) | ||||||||||||||||
| Net loss | — | — | — | — | — | (130 | ) | (130 | ) | (590 | ) | (720 | ) | |||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | 73 | — | 73 | — | 73 | |||||||||||||||||||||||||||
| Balance – March 31, 2019 | 9,731 | $ | 1 | 44,071 | $ | 4 | $ | 3,728 | $ | (4,452 | ) | $ | (719 | ) | $ | (1,939 | ) | $ | (2,658 | ) | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
GLOBAL PARTNER ACQUISITION CORP.PURPLE INNOVATION, INC.Notes to Unaudited Condensed Financial Statements
NOTE 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSCondensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Organization and General:
| Three Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | 20,001 | $ | (720 | ) | |||
| Adjustments to reconcile net income (loss) to net cash from operating activities: | ||||||||
| Depreciation and amortization | 1,778 | 722 | ||||||
| Non-cash interest | 1,375 | 732 | ||||||
| Loss on extinguishment of debt | — | 6,299 | ||||||
| Gain on change in fair value - warrant liabilities | (13,633 | ) | (1,697 | ) | ||||
| Tax receivable agreement expense | 122 | — | ||||||
| Stock-based compensation | 250 | 73 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease (increase) in accounts receivable | 5,422 | (9,448 | ) | |||||
| Decrease (increase) in inventories | 5,516 | (2,401 | ) | |||||
| Increase in prepaid inventory and other assets | (2,399 | ) | (683 | ) | ||||
| Increase (decrease) in accounts payable | (13,217 | ) | 1,179 | |||||
| Decrease in accrued sales returns | (534 | ) | (268 | ) | ||||
| Increase (decrease) in accrued compensation | (801 | ) | 463 | |||||
| Decrease in customer prepayments | (2,720 | ) | (3,187 | ) | ||||
| Increase (decrease) in other accrued liabilities | (1,421 | ) | 646 | |||||
| Net cash used in operating activities | (261 | ) | (8,290 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | (4,520 | ) | (932 | ) | ||||
| Investment in intangible assets | (2,328 | ) | (64 | ) | ||||
| Net cash used in investing activities | (6,848 | ) | (996 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from related-party debt | — | 10,000 | ||||||
| Proceeds from exercise of warrants | 12 | — | ||||||
| Payments for debt issuance costs | — | (758 | ) | |||||
| Principal payments on capital lease obligations | (3 | ) | (6 | ) | ||||
| Net cash provided by financing activities | 9 | 9,236 | ||||||
| Net decrease in cash | (7,100 | ) | (50 | ) | ||||
| Cash, beginning of the period | 33,478 | 12,232 | ||||||
| Cash, end of the period | $ | 26,378 | $ | 12,182 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the period for interest | $ | 14 | $ | — | ||||
| Cash paid during the period for income taxes | $ | 63 | $ | — | ||||
| Supplemental schedule of non-cash investing and financing activities: | ||||||||
| Property and equipment included in accounts payable | $ | 883 | $ | 438 | ||||
| Non-cash leasehold improvements | $ | 615 | $ | — | ||||
| Accrued distributions | $ | 196 | $ | — | ||||
| Tax Receivable Agreement liability | $ | 221 | $ | — | ||||
Global Partner Acquisition Corp.The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Organization
The Company’s mission is to help people feel and live better through innovative comfort solutions.
Purple Innovation, Inc., collectively with its subsidiary (the “Company” or “Purple Inc.”) is a digitally-native vertical brand founded on comfort product innovation with premium offerings. The Company designs and manufactures a variety of innovative, branded and premium comfort products, including mattresses, pillows, cushions, bases, sheets, and other products. The Company markets and sells its products through its direct-to-consumer (“DTC”) online channels, retail brick-and-mortar wholesale partners, third-party online retailers and its Company showrooms.
The Company was incorporated in Delaware on May 19, 2015. The Company was formed2015 as a special purpose acquisition company under the name of Global Partnership Acquisition Corp (“GPAC”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination withinvolving the Company and one or more businessesbusinesses. On February 2, 2018, the Company consummated a transaction structured similar to a reverse recapitalization (the “Initial Business“Business Combination”). The pursuant to which the Company is an “emerging growth company,” as defined in Section 2(a)acquired a portion of the Securities Actequity of 1933, as amended, orPurple Innovation, LLC (“Purple LLC”). At the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
At September 30, 2017, the Company had not commenced any operations. All activity for the period from May 19, 2015 (inception) through September 30, 2017 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, locating and completing a suitable Business Combination. The Company has not and will not generate any operating revenues until after completionclosing of the Business Combination at(the “Closing”), the earliest. The Company generates non-operating incomebecame the sole managing member of Purple LLC, and GPAC was renamed Purple Innovation, Inc.
As the sole managing member of Purple LLC, Purple Inc. through its officers and directors is responsible for all operational and administrative decision making and control of the day-to-day business affairs of Purple LLC without the approval of any other member, unless specified in the form of interest income on cash from the proceeds of the Public Offering and a concurrent private placement.amended operating agreement.
Sponsor and Financing:2. Summary of Significant Accounting Policies
The Company’s sponsor is Global Partner Sponsor I LLC, a Delaware limited liability corporation (the “Sponsor” or the “initial stockholder”). The registration statement for the Public Offering (as described in Note 3) was declared effective by the United States SecuritiesBasis of Presentation and Exchange Commission (the “SEC”) on July 29, 2015. The Company intends to finance an Initial Business Combination with proceeds from $155,250,000Principles of gross proceeds from the Public Offering, including the underwriters’ exercise of the over-allotment option in full (as described in Note 3) and approximately $6,408,000 of gross proceeds from a concurrent private placement (Note 3). Upon the closing of the Public Offering and the private placement, $155,250,000 was deposited in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”) as discussed below. See below as well as Notes 4, 5 and6 regarding redemptions of common stock and the release of a portion of the funds from the Trust Account in connection with stockholder approval, in August 2017, to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must complete its Initial Business Combination.
Consolidation
The Trust Account:
The funds in the Trust Account may be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining proceeds of the Public Offering outside the Trust Account may be used to pay for business, legal and accounting due diligence expenses for prospective acquisition targets and continuing general and administrative expenses.
The Company’s amended and restated certificate of incorporation originally provided that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; or (ii) the redemption of 100% of the shares of common stock included in the Units (as defined below) sold in the Public Offering if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law).
However, on August 3, 2017, the stockholders of the Company approved an amendment to the Company’s amended and restated certificate of incorporation to extend the date on which the Company must liquidate the Trust Account if the Company has not completed an initial business combination, from August 4, 2017 to November 6, 2017 (or February 5, 2018 if the Company has executed a definitive agreement for an initial business combination by November 6, 2017), and to permit the withdrawal of funds from the Trust Account to pay stockholders who properly exercise their redemption rights in connection with the extension. Stockholders representing 3,416,480 shares elected to redeem their shares as further discussed in Notes 5 and 6. As discussed further in Note 8, on November 2, 2017, the Company entered into a definitive agreement for an Initial Business Combination, thereby extending the date to complete an Initial Business Combination to February 5, 2018.
Initial Business Combination:
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination with a Target Business. As used herein, a “Target Business” is one or more businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Initial Business Combination. There is no assurance that the Company will be able to successfully effect an Initial Business Combination.
The Company after signing a definitive agreement for an Initialconsists of Purple Inc. and its consolidated subsidiary Purple LLC. Pursuant to the Business Combination will either (i) seek stockholder approvaldescribed in Note 3—Business Combination, Purple Inc. acquired approximately 18% of the Initialcommon units of Purple LLC, while InnoHold, LLC (“InnoHold”) retained approximately 82% of the common units in Purple LLC. As of March 31, 2020, Purple Inc. held approximately 44% of the common units of Purple LLC and InnoHold and other Purple LLC Class B Unit holders held approximately 56% of the common units in Purple LLC.
The Business Combination atwas structured similar to a meeting called for such purpose in connection with which stockholders may seekreverse recapitalization. The historical operations of Purple LLC are deemed to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to its pro rata sharebe those of the aggregate amount then on depositCompany. Thus, the financial statements included in this report reflect (i) the Trust Account ashistorical operating results of two business daysPurple LLC prior to the consummationBusiness Combination; (ii) the combined results of the InitialCompany following the Business Combination, including interest but less taxes payable, or (ii) provide stockholders withCombination; (iii) the opportunity to haveassets and liabilities of Purple LLC at their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to redeem their shares in a tender offer will be made by the Company, solely in its discretion,historical cost; and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares (as defined below) in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination.
If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of common stock are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards, Board (“FASB”) Accounting Standards Update (“ASC”) 480, “Distinguishing Liabilities from Equity.”
On August 3, 2017,(iv) the Company’s stockholders agreed to amend the Company’s amendedequity and restated certificate of incorporation to extend the date by which the Company must consummate an Initial Business Combination from August 4, 2017 to February 5, 2018 or such earlier date as determined by the Board of Directors of the Company. Under the Extension Amendment, public stockholders had the right to redeem their pro rata portion of the funds in the Trust Account and stockholders representing 3,416,480 shares elected to redeem their shares as further discussed in Notes 4 and 5. SeeLiquidation and Going Concern below.
Liquidation and Going Concern:
As noted inInitial Business Combination above, the Company will have until February 5, 2018 to complete an Initial Business Combination. If the Company does not complete an Initial Business Combination by that date, the Company will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for aearnings per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $50,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete the Initial Business Combination within the required time period.
This mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern at September 30, 2017. No adjustments have been made to the carrying amounts of assets or liabilities as of such date should the Company be required to liquidate after February 5, 2018.
In the event of liquidation, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering.
At September 30, 2017, the Company had current liabilities of approximately $1,015,000 and negative working capital of approximately $622,000. Of these amounts, approximately $204,000 represents accrued taxes (which can be paid with interest earned from the Trust Account), approximately $20,000 represents unpaid administrative fees payable to our Sponsor and approximately $791,000 largely represents amounts owed to professionals, consultants, advisors and others for their services. Funds in the Trust Account are not generally available to pay professionals, consultants, advisors and others absent an Initial Business Combination and the majority of such parties have agreed to waive any claims against the Trust Account. The Company believes that such professionals, consultants, advisors and others will continue assisting the Company with completing the Initial Business Combination and, excluding our independent registered public accounting firm, defer a portion of their fees until such completion or on a contingency basis. Subsequent to September 30, 2017, on November 2, 2017, the Company drew $600,000 under a Sponsor note executed on November 1, 2017. Further, the Company continues to generate interest income that is available to pay taxes. As such, the Company believes that it has sufficient working capital at September 30, 2017 (assuming the subsequent receipt of the additional funding from the Sponsor which is not currently in place) to fund its operations until completion of its Initial Business Combination or, if necessary, through February 5, 2018.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation:all periods presented.
The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosureapplicable rules and regulations of the Securities and Exchange Commission (“SEC”), regarding interim financial reporting and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, as of September 30, 2017 and December 31, 2016, and the results of operations and cash flows forof the periods presented.Company. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year.
The accompanyingAs such, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K filed byMarch 9, 2020. The unaudited condensed consolidated financial statements were prepared on the Company withsame basis as the SEC. All dollar amountsaudited financial statements and, in the opinion of management, reflect all adjustments (all of which were considered of normal recurring nature) considered necessary to present fairly the Company’s financial results. The results of the three months ended March 30, 2020 are roundednot necessarily indicative of the results to be expected for the fiscal year ending December 31, 2020 or for any other interim period or other future year.
COVID-19 Pandemic Developments
The COVID-19 pandemic has recently had adverse impacts on many aspects of our operation, directly and indirectly, including our employees, consumer behavior, distribution and logistics, our suppliers, and the market overall. The scope and nature of these impacts continue to evolve each day. In light of the uncertain and rapidly evolving situation relating to the nearest thousand dollars.
Emerging Growth Company:
Section 102(b)(1)COVID-19 pandemic, we have taken a number of precautionary measures to manage our resources and mitigate the adverse impact of the JOBS Act exempts emerging growth companies from being requiredpandemic, which is intended to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered underhelp minimize the Exchange Act) are requiredrisk to comply withour Company, employees, customers, and the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition periodcommunities in which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised accounting standardwe operate. Employees at the time private companies adopt the new or revised standard.Company’s headquarters and certain other employees have been asked to work from home where possible. For roles that require employees to be on-site, such as our manufacturing facility and distribution center, we are providing protective equipment, practicing social distancing and increasing sanitizing standards.
We have experienced a sharp decline in the wholesale side of our business as temporary shutdowns of non-essential businesses and shelter-at-home directives have occurred in most U.S. states. Also, we have temporarily closed our three showrooms in California in compliance with locally mandated shelter-in-place requirements. We continue to serve customers through our Direct to Consumer (“DTC”) channel, and during the first quarter of 2020, some consumer demand for our premium, differentiated product offering shifted to our DTC channel. In response, we have refocused our efforts back to our DTC core competencies resulting in an acceleration in DTC channel sales across all of our product categories in the last half of March. This increase in online demand has produced online growth of 50% over the prior year first quarter, partially offsetting declines from our 2020 forecast in our wholesale channel. There can be no assurance that this trend of increased demand through our DTC channel will continue.
Net Income (Loss) Per Common Share:This increase in DTC demand allowed us to work through a portion of our on-hand inventory. Given the difficultly in predicting how long this pandemic will persist and its full impact, we continue to look at all opportunities to preserve liquidity. This included taking advantage of our vertically integrated business model to adjust production schedules to leverage inventory on hand and tightly manage labor costs, including temporarily furloughing roughly 35% of our permanent workforce. We also continue to dynamically adjust our significant discretionary online advertising spend in response to any changes in DTC trends as they develop.
The Company complies with the accounting and disclosure requirements in ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Shares of common stock subject to possible redemption at September 30, 2017 have been excluded from the calculation of basic income per share for the three and nine months ended September 30, 2017 since such shares, if redeemed, only participate in their pro rata sharehas temporarily deferred 25% of the Trust Account. The Company has not consideredcash compensation of Senior Executives and all the effect of warrants sold in the Public Offering and the concurrent private placement to purchase 14,170,000 shares of common stock in the calculation of diluted income (loss) per share, since the exercisecash compensation of the warrantsBoard of Directors. In addition, in March 2020 we entered into shares of common stock is contingent upon the occurrence of future events.
Concentration ofan amendment to our Amended and Restated Credit Risk:
Financial instruments that potentially subjectAgreement to allow the Company to concentrationsdefer 5% of credit risk consistthe interest for quarterly payments due during the first two quarters of 2020. In addition, we are temporarily reducing our capital spend by delaying all non-maintenance related projects and investments in non-essential initiatives and headcount additions until we have better visibility into when conditions normalize. Other proactive steps have been taken to carefully manage cash accounts in a financial institution, which at times, may exceedresponse to the Federal depository insurance coverage of $250,000.rapidly changing circumstances. We anticipate being able to start paying deferred compensation and moving forward with capital spend on certain growth initiatives during the second quarter. The Company has not experienced losses on these accountsintends to proceed cautiously and management believes the Company is not exposedcontinue to significant risks on such accounts.
Financial Instruments:take proactive steps to manage cash and respond quickly and prudently to new COVID-19 related circumstances.
The fair valueOur supply chain has not as yet been significantly affected by COVID-19. Currently, our domestic suppliers are able to continue operations and provide necessary materials when needed. Suppliers in China were temporarily closed as a result of the Company’spandemic but we had sufficient inventory on hand. Many of our suppliers resumed production in March and are able to supply materials as needed. As a result, we don’t expect supply to have a material impact on our ability to meet anticipated demand.
Although each of the remedial measures was taken by the Company to protect the business and preserve liquidity, each may also have the potential to have a material adverse impact on our current business, financial condition and results of operations, and may create additional risks for our Company. While we anticipate that the foregoing measures are temporary, we cannot predict the specific duration for which these precautionary measures will stay in effect, and we may elect or need to take additional measures as the information available to us continues to develop, including with respect to our employees, manufacturing facility and distribution center, and relationships with our suppliers and customers. Subject to certain assumptions regarding the duration and severity of the COVID-19 pandemic, and government, consumer, and our responses thereto, based on our current projections we believe our cash on hand, ongoing cash generated from e-commerce and eventual resumption and ramp up of store operations and our wholesale business, will be sufficient to cover our working capital requirements and anticipated capital expenditures for the next 12 months. However, the extent to which the COVID-19 pandemic and our precautionary measures in response thereto may impact our business will depend on future developments, which are highly uncertain and cannot be precisely predicted at this time.
Variable Interest Entities
Purple LLC is a variable interest entity (“VIE”). The Company determined that it is the primary beneficiary of Purple LLC as it is the sole managing member and has the power to direct the activities most significant to Purple LLC’s economic performance as well as the obligation to absorb losses and receive benefits that are potentially significant. At March 31, 2020, Purple Inc. had approximately a 44% economic interest in Purple LLC and consolidated 100% of Purple LLC’s assets, liabilities and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts representedresults of operations in the Company’s unaudited condensed consolidated financial statements.statements contained herein. At March 31, 2020, InnoHold and other parties owned approximately 56% of the economic interest in Purple LLC; however, InnoHold and other parties have disproportionally fewer voting rights, and are shown as the noncontrolling interest (“NCI”) holder of Purple LLC. For further discussion see Note 13 —Stockholders’ Equity.
Use of Estimates:Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company regularly makes significant estimates and assumptions including, but not limited to, estimates that affect the Company’s revenue recognition, accounts receivable and allowance for doubtful accounts, valuation of inventories, cost of revenues, sales returns, warranty returns, the recognition and measurement of loss contingencies, warrant liabilities, estimates of current and deferred income taxes, deferred income tax valuation allowances and amounts associated with the Company’s Tax Receivable Agreement with InnoHold (the “Tax Receivable Agreement”). Predicting future events is inherently an imprecise activity and, as such, requires the use of judgment. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilitiesliabilities. Actual results could differ materially from those estimates.
Revenue Recognition
In May 2014, in addition to several amendments issued during 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and disclosuresupersedes most current revenue recognition guidance, including industry-specific guidance. The Company adopted this ASU effective January 1, 2019 on a modified retrospective basis. Adoption of contingent assetsthis standard did not result in significant changes to the Company’s accounting policies, business processes, systems or controls, or have a material impact on the Company’s financial position, results of operations, or cash flows. As such, the Company did not record a cumulative adjustment to the opening equity balance of accumulated deficit as of January 1, 2019. However, additional disclosures have been added in accordance with the requirements of Topic 606 and are reflected in Note 4 –Revenue from Contracts with Customers.
The Company markets and sells its products through direct-to-consumer online channels, traditional wholesale partners, third-party online retailers, the Company factory outlet store and Company showrooms. Revenue is recognized when the Company satisfies its performance obligations under the contract which is transferring the promised products to the customer. This principle is achieved in the following steps:
Identify the contract with the customer. A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods to be transferred and identifies the payment terms related to these goods, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for the goods that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company does not have significant costs to obtain contracts with customers.
Identify the performance obligations in the contract. The Company’s contracts with customers do not include multiple performance obligations to be completed over a period of time. The performance obligations generally relate to delivering products to a customer, subject to the shipping terms of the contract. The Company has made an accounting policy election to account for shipping and handling activities performed after a customer obtains control of the goods, including “white glove” delivery services, as activities to fulfill the promise to transfer the good. The Company does not offer extended warranty or service plans. The Company does not provide an option to its customers to purchase future products at a discount and therefore there are no material option rights.
Determine the transaction price. Payment for sale of products through the direct-to-consumer online channels and third-party online retailers is collected at point of sale in advance of shipping the products. Amounts received for unshipped products are recorded as customer prepayments. Payment by traditional wholesale customers is due under customary fixed payment terms. None of the Company’s contracts contain a significant financing component. Revenue is recorded at the net sales price, which includes estimates of variable consideration such as product returns, volume rebates, and other adjustments. The estimates of variable consideration are based on historical return experience, historical and projected sales data, and current contract terms. Variable consideration is included in revenue only to the extent that it is probable that a significant reversal of the revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues.
Allocate the transaction price to performance obligations in the contract. The Company’s contracts with customers do not include multiple performance obligations. Therefore, the Company recognizes revenue upon transfer of the product to the customer’s control at contractually stated pricing.
Recognize revenue when or as we satisfy a performance obligation. The Company satisfies performance obligations at a point in time upon either shipment or delivery of goods, in accordance with the terms of each contract with the customer. With the exception of third-party “white glove” delivery and certain wholesale partners, revenue generated from product sales is recognized at shipping point, the point in time the customer obtains control of the products. Revenue generated from sales through third-party “white glove” delivery is recognized at the point in time when the product is delivered to the customer. Revenue generated from certain wholesale partners is recognized at a point in time when the product is delivered to the wholesale partner’s warehouse. The Company does not have service revenue.
Debt Issuance Costs and Discounts
Debt issuance costs and discounts are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability and are amortized into interest expense using an effective interest rate over the duration of the debt. Refer to Note 8– Long-Term Debt, Related-Party.
Liability Warrants
The Company accounts for liability warrants under the provisions of ASC 480 -Distinguishing Liabilities from Equity. ASC 480 requires the recording of certain liabilities at their fair value. Changes in the fair value of these liabilities are recognized in earnings. The Incremental Loan Warrants issued in conjunction with the Amended and Restated Credit Agreement contain a warrant repurchase provision which, upon an occurrence of a fundamental transaction as defined in the warrant agreement, could give rise to an obligation of the Company to pay cash to the warrant holders. In addition, other provisions may require the exercise price of the warrants to be reduced. The Company has determined that the fundamental transaction provisions require the warrants to be accounted for as a liability at fair value on the date of the financial statements. Actual results could differ from those estimates.transaction, with changes in fair value recognized in earnings. The Company uses the Monte Carlo Simulation of a Geometric Brownian Motion stock path model to determine the fair value of the liability. The model uses key assumptions and inputs such as exercise price, fair market value of common stock, risk free interest rate, warrant life, expected volatility and the probability of the warrant re-price. Refer to Note 9 –Warrant Liabilities.
Income Taxes:Fair Value Measurements
The Company followsuses the fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability. The levels of the fair value hierarchy are:
Level 1—Quoted market prices in active markets for identical assets or liabilities;
Level 2—Significant other observable inputs (e.g. quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable, such as interest rate and yield curves, and market-corroborated inputs); and
Level 3—Unobservable inputs in which there is little or no market data, which require the reporting unit to develop its own assumptions.
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The classification of fair value measurements within the established three-level hierarchy is based upon the lowest level of input that is significant to the measurements. Financial instruments, although not recorded at fair value on a recurring basis include cash and cash equivalents, receivables, accounts payable, accrued expenses and the Company’s debt obligations. The carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued expenses approximate fair value because of the short-term nature of these accounts. The fair value of the Company’s debt instrument is estimated to be its face value based on the contractual terms of the debt instrument and market-based expectations. The warrant liability is a Level 3 instrument and uses an internal model to estimate fair value using certain significant unobservable inputs which requires determination of relevant inputs and assumptions. Accordingly, changes in these unobservable inputs may have a significant impact on fair value. Such inputs include risk free interest rate, expected average life, expected dividend yield, and expected volatility. These Level 3 liabilities would decrease (increase) in value based upon an increase (decrease) in risk free interest rate and expected dividend yield. Conversely, the fair value of these Level 3 liabilities would generally increase (decrease) in value if the expected average life or expected volatility were to increase (decrease).
Income Taxes
The Company accounts for income taxes using the asset and liability method. Under this method, of accounting for income taxes under FASB ASC, 740, “Income Taxes.” Deferreddeferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are measured using enactedcalculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities of a change in tax rates is recognized in the year of the enacted rate change. Our effective tax rate is primarily impacted by the allocation of income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assetstaxes to the amount expected to be realized. At September 30, 2017noncontrolling interest and December 31, 2016, the Company has a deferred tax asset of approximately $450,000 and $225,000, respectively, primarily related to start-up costs. Management has determined that a fullchanges in our valuation allowance of the deferred tax asset is appropriate at this time.allowance.
FASB ASC 740 prescribesThe Company accounts for uncertainty in income taxes using a recognition threshold and a measurement attribute for the financial statement recognition and measurement ofthreshold for tax positions taken or expected to be taken in a tax return. For those benefitsreturn, which are subject to be recognized, aexamination by federal and state taxing authorities. The tax benefit from an uncertain tax position must be more-likely-than-not tois recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities. There were no unrecognizedauthorities based on technical merits of the position. The amount of the tax benefits asbenefit recognized is the largest amount of September 30, 2017 or December 31, 2016.the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. The Company recognizes accruedpenalties and interest and penalties related to unrecognizeduncertain tax benefits aspositions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations.
The Company files U.S. federal and certain state income tax expense. No amounts were accruedreturns. The income tax returns of the Company are subject to examination by U.S. federal and state taxing authorities for various time periods, depending on those jurisdictions’ rules, generally after the income tax returns are filed.
Net Income (Loss) Per Share
The two-class method of computing net income (loss) per share is required for entities that have participating securities. The two-class method is an earnings allocation formula that determines net income (loss) per share for participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company’s Class B Stock has no economic interest in the earnings of the Company, resulting in the two-class method not being applicable as of March 31, 2020 or in prior periods. Basic net income (loss) per common share is calculated by dividing net loss attributable to common shareholders by the weighted average number of shares of Class A Stock outstanding each period. Diluted net income (loss) per share adds to those shares the incremental shares that would have been outstanding and potentially dilutive assuming exchanges of the Company’s outstanding warrants, stock options and Class B Stock for Class A Stock, and the vesting of unvested and restricted Class A Stock. An anti-dilutive impact is an increase in net income per share or a reduction in net loss per share resulting from the conversion, exercise or contingent issuance of certain securities.
The Company uses the “if-converted” method to determine the potential dilutive effect of conversions of its outstanding Class B Stock, and the treasury stock method to determine the potential dilutive effect of its outstanding warrants and stock options exercisable for shares of Class A Stock and the vesting of unvested and restricted Class A Stock.
Recent Accounting Pronouncements
New Lease Guidance
In February 2016, the FASB issued ASU No. 2016-02, “Leases,” and in March 2019, the FASB issued ASU No. 2019-01, “Leases: Codification Improvements”, which updated the accounting guidance related to leases to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. They also clarify implementation issues. These updates are effective for public companies for annual periods beginning after December 15, 2018, including interim periods therein. The Company is allowed to use the private company adoption timelines, and therefore the standard is effective for the paymentCompany for its annual period beginning January 1, 2020, and interim periods within annual periods beginning January 1, 2021. The standard is to be applied utilizing a modified retrospective approach, with early adoption permitted. We are in the process of interestimplementing a new lease accounting system in connection with the adoption. While we expect a material impact to our consolidated balance sheet as a result of the adoption of this new guidance, we continue to evaluate the effect of the new standard on our consolidated financial statements and penalties at September 30, 2017related disclosures. We also expect that adoption of the new guidance will require changes to our internal controls over financial reporting.
Simplifying the Accounting for Income Taxes
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (ASU No. 2019-12). The new guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for fiscal years beginning after December 31, 2016.15, 2020 and for interim periods within those fiscal years. Early adoption is permitted. The Company is currently not awareevaluating the impact of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.adopting ASU 2019-12.
Redeemable Common Stock:New Internal-Use Software Guidance
AllIn August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350) (“ASU 2018-15”). The objective of ASU 2018-15 is to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with those incurred to develop or obtain internal-use software. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The amendments can be applied either retrospectively or prospectively. We do not expect the adoption of this standard to have a material impact on its consolidated financial statements.
3. Business Combination
On February 2, 2018, upon consummation of the 15,525,000Business Combination, Purple LLC merged with and into a wholly owned subsidiary of GPAC (PRPL Acquisition, LLC), with Purple LLC being the survivor in that merger pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), by and among GPAC, PRPL Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of GPAC (“Merger Sub”), Purple LLC and InnoHold. In connection with the Closing, GPAC was renamed “Purple Innovation, Inc.” and its articles of incorporation were amended to rename its common stock to Class A common stock (“Class A Stock”) and created a new class of stock named Class B common stock (“Class B Stock”) of which 44.1 million shares sold as partof Class B Stock were issued to InnoHold (refer to Note 13 —Stockholders’ Equityfor a description of the Class A Stock and Class B Stock).
Additionally, at the Closing, 9.7 million Class A Units of Purple LLC were issued and are solely held by Purple Inc. They are voting common units entitled to share in the Public Offering containprofits and losses of Purple LLC and receive distributions as declared by Purple LLC’s manager. 44.1 million Class B Units of Purple LLC were issued to InnoHold who has limited voting rights in Purple LLC and is entitled to share in the profits and losses of Purple LLC and to receive distributions as declared by Purple LLC’s manager. The amended operating agreement appoints Purple Inc. as the sole managing member of Purple LLC. As the sole managing member, Purple Inc. operates and controls all of the business and affairs of Purple LLC. Accordingly, although Purple Inc. has a redemption feature which allows forminority economic interest in Purple LLC, Purple Inc. has the redemption of common shares under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within thesole voting interest in and control of the management and operations of Purple LLC.
4. Revenue from Contracts with Customers
The Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemptionmarkets and liquidation of all of an entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Althoughsells its products through direct-to-consumer online channels, traditional wholesale partners, third-party online retailers and Company showrooms. Revenue is recognized when the Company did not specify a maximum redemption threshold,satisfies its charter providesperformance obligations under the contract which is transferring the promised products to the customer as described in Note 2 –Summary of Significant Accounting Policies.
Contract Balances
Payment for sale of products through the direct-to-consumer online channels, third-party online retailers and Company showrooms is collected at point of sale in advance of shipping the products. Amounts received for unshipped products are recorded as customer prepayments. Customer prepayments were $3.5 million at March 31, 2020 and $6.3 million at December 31, 2019. During the three months ended March 31, 2020, the Company recognized $6.3 million of revenue that was deferred in no event will it redeem its Public Sharescustomer prepayments at December 31, 2019.
Disaggregated Revenue
The following table presents the Company’s revenue disaggregated by sales channel and product (in thousands):
| Three Months Ended March 31, | ||||||||
| Channel | 2020 | 2019 | ||||||
| Direct-to-consumer | $ | 80,687 | $ | 53,764 | ||||
| Wholesale partner | 41,688 | 29,884 | ||||||
| Revenues, net | $ | 122,375 | $ | 83,648 | ||||
| Three Months Ended March 31, | ||||||||
| Product | 2020 | 2019 | ||||||
| Bedding | $ | 114,501 | $ | 81,335 | ||||
| Other | 7,874 | 2,313 | ||||||
| Revenues, net | $ | 122,375 | $ | 83,648 | ||||
The Company sells products through two channels: Direct-to-Consumer and Wholesale. The Direct-to-Consumer channel includes product sales through various direct-to-consumer channels including Company showrooms. The Wholesale channel includes all product sales to traditional third-party retailers for their in an amount that would cause its net tangible assets (stockholders’ equity)store and online channels. The Company classifies products into two major categories: Bedding and Other. Bedding products include mattresses, platforms, adjustable bases, mattress protectors, pillows and sheets. Other products include cushions and various other products.
5. Inventories
Inventories consist of the following (in thousands):
| March 31, | December 31, | |||||||
| 2020 | 2019 | |||||||
| Raw materials | $ | 18,939 | $ | 16,220 | ||||
| Work-in-process | 1,610 | 2,713 | ||||||
| Finished goods | 22,455 | 29,485 | ||||||
| Inventory obsolescence reserve | (892 | ) | (790 | ) | ||||
| Inventories, net | $ | 42,112 | $ | 47,628 | ||||
6. Property and Equipment
Property and equipment consist of the following (in thousands):
| March 31, | December 31, | |||||||
| 2020 | 2019 | |||||||
| Equipment | $ | 20,809 | $ | 19,761 | ||||
| Equipment in progress | 8,152 | 5,278 | ||||||
| Leasehold improvements | 7,662 | 7,040 | ||||||
| Furniture and fixtures | 4,653 | 4,252 | ||||||
| Office equipment | 1,853 | 1,523 | ||||||
| Equipment under capital lease | 662 | 662 | ||||||
| Total property and equipment | 43,791 | 38,516 | ||||||
| Accumulated depreciation and amortization | (7,699 | ) | (6,537 | ) | ||||
| Property and equipment, net | $ | 36,092 | $ | 31,979 | ||||
The Company recorded depreciation and amortization related to be less than $5,000,001.property and equipment of $1.2 million and $0.7 million during the three months ended March 31, 2020 and 2019, respectively.
7. Other Current Liabilities
Other current liabilities consist of the following (in thousands):
| March 31, | December 31, | |||||||
| 2020 | 2019 | |||||||
| Co-op advertising, rebates, promotions | $ | 3,139 | $ | 5,311 | ||||
| Warranty accrual – current portion | 2,419 | 1,567 | ||||||
| Website commissions | 1,072 | 897 | ||||||
| Tax Receivable Agreement liability | 845 | 501 | ||||||
| Insurance financing | 830 | 350 | ||||||
| All other current liabilities | 953 | 914 | ||||||
| Total other current liabilities | $ | 9,258 | $ | 9,540 | ||||
8. Long-Term Debt, Related-Party
Long-term debt, related-party consists of the following (in thousands):
| March 31, | December 31, | |||||||
| 2020 | 2019 | |||||||
| Long-term debt, related-party | $ | 40,391 | $ | 39,202 | ||||
| Less: unamortized debt issuance costs and discounts | (3,617 | ) | (3,803 | ) | ||||
| Total long-term debt, related-party | $ | 36,774 | $ | 35,399 | ||||
Credit Agreement
On February 2, 2018, Purple LLC entered into a Credit Agreement (the “Credit Agreement”) with Coliseum Capital Partners, L.P. (“CCP”), Blackwell Partners LLC – Series A (“Blackwell”) and Coliseum Co-invest Debt Fund, L.P. (“CDF” and together with CCP and Blackwell, the “Lenders”), pursuant to which the Lenders agreed to make a loan in an aggregate principal amount of $25.0 million. The Credit Agreement was closed and funded in connection with the Closing on February 2, 2018. In conjunction with the Credit Agreement, Global Partner Sponsor I LLC (the “Sponsor”) agreed to assign to the Lenders an aggregate of 2.5 million warrants to purchase 1.3 million shares of its Class A Stock. The Credit Agreement was amended and restated on January 28, 2019 as discussed below.
Amended and Restated Credit Agreement
On January 28, 2019, Purple LLC entered into a First Amendment to the Credit Agreement (the “First Amendment”) with the Lenders. In the First Amendment, Purple LLC agreed to enter into the Amended and Restated Credit Agreement, under which two of the Lenders (“Incremental Lenders”) agreed to provide an incremental loan of $10.0 million such that the total amount of principal indebtedness provided to Purple LLC is increased to $35.0 million. A stockholder meeting was held on February 25, 2019 at which time a majority of non-interested stockholders voted in favor of this transaction. The Amended and Restated Credit Agreement, and each of the related documents, was accordingly closed, and the incremental $10.0 million loan was funded on February 26, 2019, and the Company issued to the Incremental Lenders 2.6 million warrants to purchase 2.6 million shares of the Company’s Class A Stock at a price of $5.74 per share, subject to certain adjustments. Among other things, the terms of the Amended and Restated Credit Agreement extends the maturity date for all loans under the Credit Agreement to five years from closing of the incremental loan, lowers the amount allowed for an asset-based loan to $10.0 million, revises certain restrictive covenants to make them more applicable to the Company’s current business, provides the ability for the Company to request additional loans from the Lenders not to exceed $10 million and other closing conditions, representations, warranties and covenants customary for a transaction of this type. All indebtedness under the Amended and Restated Credit Agreement bears interest at 12.0% per annum and is payable on the last business day of each fiscal quarter, provided that Purple LLC will be required to pay up to an additional 4.0% of interest per annum if it fails to meet certain EBITDA thresholds and an additional 2.0% of interest per annum if the Company is not in material compliance with the Sarbanes-Oxley Act of 2002. In addition, Purple LLC may elect for interest in excess of 5.0% per annum to be capitalized and added to the principal amount. Any principal pre-payments in the first year are subject to a make-whole payment, while principal pre-payments in years two through four are subject to certain pre-payment penalties. The Amended and Restated Credit Agreement provided for certain remedies to the Lenders in the event of customary events of default and provides for standard indemnification of the Lenders. Purple LLC continues to be restricted from making annual capital expenditures in excess of $20.0 million and incurring capital lease obligations in excess of $10.0 million at any time outstanding, subject to limited exceptions. As of March 31, 2020, the Company was in compliance with all of the covenants in the Amended and Restated Credit Agreement.
In conjunction with the incremental loan under the Amended and Restated Credit Agreement, the Company paid fees and debt issuance costs in the amount of $0.5 million and $0.3 million, respectively. Additionally, the $4.9 million fair value of the 2.6 million warrants at the time of issuance was included as a component of the loss on extinguishment of debt.
On March 27, 2020 the Company entered into the First Amendment to the Amended and Restated Credit Agreement with the Lenders. The purpose of this Amendment is to allow the Company to defer the remaining 5% of interest for the quarterly payments due March 31 and June 30, 2020 in an effort to reduce its cash disbursements during the COVID-19 impact. Pursuant to the Amendment, the Company is allowed to defer and capitalize the full amount of the interest payments due on March 31, 2020 and June 30, 2020. The Company accounted for the amendment as a modification of existing debt in accordance with ASC 470 -Debt.
PURPLE INNOVATION, INC.
Notes to the Consolidated Financial Statements
Interest expense related to the Amended and Restated Credit Agreement was $1.2 million and $1.0 million for the three months ended March 31, 2020 and 2019, respectively. Of the interest expense incurred for the three months ended March 31, 2020, all $1.2 million was paid-in-kind through additions to the principal amount. Of the interest expense incurred for the three months ended March 31, 2019, $0.6 million was paid-in-kind through additions to the principal amount and $0.4 million was paid in cash.
Loss on Extinguishment of Debt
In 2019, the Company accounted for the debt restructuring under the Amended and Restated Credit Agreement in accordance with ASC 470 -Debt. The Company determined that there are separate lenders for purposes of determining if there was an extinguishment or modification. The amended debt terms with CDF were not determined to be substantial and therefore the existing debt attributable to CDF was accounted for as a modification of debt. The amended debt terms with the Incremental Lenders were determined to be substantially different terms from their existing debt and therefore required to be accounted for as an extinguishment of their existing debt. Accordingly, the Company recognized a loss on the extinguishment of their existing debt of approximately $6.3 million for the three months ended March 31, 2019. This is a non-cash expense primarily associated with the recognition of related unamortized debt discount and debt issuance costs and the fair value of the incremental warrants issued.
9. Warrant Liabilities
The Incremental Loan Warrants issued in conjunction with the Amended and Restated Credit Agreement contain a warrant repurchase provision which, upon an occurrence of a fundamental transaction, as defined in the warrant agreement, could give rise to an obligation of the Company to pay cash to the warrant holders. In addition, upon the occurrence of any of the following events: (1) a fundamental transaction; (2) acquisition of 25% or more of the total voting power of all the securities of the entity by any one person or group of affiliated persons or entities; (3) Tony Pearce or Terry Pearce individually or together ceasing to beneficially own at least 50% of the voting securities of the Company; or (4) the Board of Directors ceasing to be comprised of a majority of independent directors as defined under NASDAQ rules, the exercise price of the warrant will be reduced by a value based upon a formula model established in the agreement. The formula model is a Black Scholes valuation model which would use the following inputs: (1) share price would be the greater of the volume weighted average price (“VWAP”) of the common stock for the prior 30 days before the applicable event date or the VWAP of the trading day immediately preceding the event date; (2) exercise price of $5.74, unless previously adjusted under other terms of the warrant; (3) volatility would be the greater of 100% and the historical volatility of the Company’s common stock for the ninety days preceding the date of the triggering event; and (4) the assumed risk-free interest rate shall correspond to the US Treasury rate for a period equal to the remaining term of this warrant.
The Company has determined that the fundamental transaction provisions require the warrants to be accounted for as a liability at fair value on the date of the transaction under guidance prescribed in ASC 480- Distinguishing Liabilities from Equity. The liability for the warrants is subsequently re-measured to fair value at each reporting date with changes in the fair value included in earnings.
The Company determined the fair value of the Incremental Loan Warrants to be $8.0 million and $21.6 million on March 31, 2020 and December 31, 2019, respectively using a Monte Carlo Simulation of a Geometric Brownian Motion stock path model with the following assumptions:
| March 31, | December 31, | |||||||
| 2020 | 2019 | |||||||
| Trading price of common stock on measurement date | $ | 5.68 | $ | 8.71 | ||||
| Exercise price | $ | 5.74 | $ | 5.74 | ||||
| Risk free interest rate | 0.37 | % | 1.69 | % | ||||
| Warrant life in years | 3.9 | 4.2 | ||||||
| Expected volatility | 44.16 | % | 36.82 | % | ||||
| Expected dividend yield | — | — | ||||||
Probability of an event causing a warrant re-price | 50.00 | % | 95.00 | % | ||||
The Company recorded a $13.6 million gain on the decrease in fair value of the Incremental Loan Warrants for the three months ended March 31, 2020.
10. Other Long-Term Liabilities
Other long-term liabilities consist of the following (in thousands):
| March 31, | December 31, | |||||||
| 2020 | 2019 | |||||||
| Deferred rent expense | $ | 5,954 | $ | 5,115 | ||||
| Warranty accrual | 6,104 | 4,621 | ||||||
| Capital leases | 485 | 488 | ||||||
| Total other long-term liabilities | 12,543 | 10,224 | ||||||
| Less: current portion of long-term liabilities | (2,710 | ) | (1,654 | ) | ||||
| Other long-term liabilities, net of current portion | $ | 9,833 | $ | 8,570 | ||||
13
The11. Commitments and Contingencies
Required Member Distributions
Prior to the Business Combination and pursuant to the then applicable First Amended and Restated Limited Liability Company recognizes changes in redemption value immediately as they occur and adjusts the carrying valueAgreement (the “First Purple LLC Agreement”), Purple LLC was required to distribute to InnoHold an amount equal the redemption value atto 45 percent of Purple LLC’s net taxable income following the end of each reporting period. Increases or decreasesfiscal year. The First Purple LLC Agreement was amended and replaced by the Second Amended and Restated Limited Liability Company Agreement (the “Second Purple LLC Agreement”) on February 2, 2018 as part of the Business Combination. The Second Purple LLC Agreement does not include any mandatory distributions, other than tax distributions. No distributions have been made under the Second Purple LLC Agreement in 2019. As of March 31, 2020, the Company has recorded an accrued distributions liability in the carrying amount of redeemable$0.3 million, which is anticipated to be distributed in July 2020.
Service Agreement
In October 2017, the Company entered into an electric service agreement with the local power company. The agreement provided for the construction and installation of certain utility improvements to provide increased power capacity to the manufacturing and warehouse facility in Grantsville, Utah. The Company prepaid $0.5 million related to the improvements and agreed to a minimum contract billing amount over a 15-year period based on regulated rate schedules and changes in actual demand during the billing period. The agreement includes an early termination clause that requires the Company to pay a pro-rata termination charge if the Company terminates within the first 10 years of the service start date. The original early termination charge was $1.3 million and is reduced annually on a straight-line basis over the 10-year period. During 2018, the utility improvements construction was completed and were made available to the Company. As of March 31, 2020, the early termination penalty was $1.0 million and the Company expects to fulfill its commitments under the agreement in the normal course of business, and as such, no liability has been recorded.
Operating Leases
The Company leases various office and warehouse facilities under non-cancellable operating leases. Office and manufacturing space for its facility in Alpine, Utah is leased from TNT Holdings an entity that prior to the Business Combination was under common stock are affectedcontrol with InnoHold, which was the majority and controlling owner of Purple LLC. The lease was originally entered into in 2010, but in October 2017 was amended with a lease term of 10 years that expires in September 2027 with an early-out clause without penalties after 5 years and includes an option for a 5-year extension. The Company leases a facility located in Grantsville, Utah for use primarily as manufacturing and warehouse space. The lease was entered into in August 2016 with a lease term of 66 months and expires in January 2022 with two 5-year extension options. The Company also leases another facility in Grantsville, Utah for use as temporary warehouse space. The lease was entered into in May 2019 with a lease term of 4 months which expired in August 2019 with a holdover option on a month to month basis. In June 2019, the Company entered into a lease for the Company factory outlet in Salt Lake City, Utah with a lease term of 36 months and one 5-year extension option. Also in June 2019, the Company entered into a lease for Corporate office space in Lehi, Utah with a lease term of 10 years, an option to early terminate after the eighty-fourth calendar month, and an option for two 5-year extensions. The Lehi lease commenced in November 2019 and the Company moved its headquarters into the building in February 2020. During 2019, the Company entered into leases for Company showrooms in Seattle, Washington, San Diego, California, Santa Clara, California and Santa Monica, California which commenced in October and November 2019, with lease terms of 3 to 16 months without any renewal options. The Company recognizes rent expense on lease payments, including those with rent escalations and rent-free periods, on a straight-line basis over the expected lease term. During the three months ended March 31, 2020 and 2019, the Company recognized rent expense in the amount of $1.3 million and $0.9 million, respectively. At March 31, 2020, the Company had deferred rent of $6.0 million, of which $0.2 million is short-term and included in other current liabilities and $5.8 million is long-term and included in other long-term liability on the accompanying balance sheet. At March 31, 2019, the Company had deferred rent of $2.6 million all of which is long-term and included in other long-term liabilities on the accompanying balance sheets.
Purchase Agreement
In February 2018, the Company entered into a purchase contract with a supplier of mineral oil that includes a minimum purchase commitment over a two-year period. In April 2019, the contract was amended to provide for a minimum purchase commitment over a four-year period ending in April 2023. In exchange, the Company is offered a further discount per gallon. As of March 31, 2020, approximately $12.4 million remains on the purchase contract. Based on current usage rates, the Company expects to fulfill its commitments under the agreement in the normal course of business, and as such, no liability has been recorded.
Indemnification Obligations
From time to time, the Company enters into contracts that contingently require it to indemnify parties against claims. These contracts primarily relate to provisions in the Company’s services agreements with related parties that may require the Company to indemnify the related parties against services rendered; and certain agreements with the Company’s officers and directors under which the Company may be required to indemnify such persons for liabilities. In connection with the Closing, to secure the payment of a certain portion of specified post-closing indemnification rights of the Company under the Merger Agreement, 0.5 million shares of Class B Stock and 0.5 million Class B Units otherwise issuable to InnoHold as equity consideration have been deposited in an escrow account for up to three years from the Closing pursuant to a contingency escrow agreement. As of March 31, 2020, 0.5 million shares of Class B Stock and 0.5 million Class B Units otherwise issuable to InnoHold as equity consideration remain deposited in an escrow account and no indemnification claims have been made.
Subscription Agreement and Preemptive Rights
In February 2018, in connection with the Business Combination, the Company entered into a subscription agreement with CCP and Blackwell, pursuant to which CCP and Blackwell agreed to purchase from the Company an aggregate of 4.0 million shares of Class A Stock at a purchase price of $10.00 per share (the “Coliseum Private Placement”). In connection with the Coliseum Private Placement, the Sponsor assigned (i) an aggregate of 1.3 million additional shares of Class A Stock to CCP and Blackwell and (ii) an aggregate of 3.3 million warrants to purchase 1.6 million shares of Class A Stock to CCP, Blackwell, and CDF. The subscription agreement provides CCP and Blackwell with preemptive rights with respect to future sales of the Company’s securities. It also provides them with a right of first refusal with respect to certain debt and preferred equity financings by charges against additional paid-in capital.the Company. The Company also entered into a registration rights agreement with CCP, Blackwell, and CDF, providing for the registration of the shares of Class A Stock issued and assigned to CCP and Blackwell in the Coliseum Private Placement, as well as the shares of Class A Stock underlying the warrants received by CCP, Blackwell and CDF. The Company has filed a registration statement with respect to such securities.
Rights of Securities Holders
The holders of certain Warrants exercisable into Class A Stock and certain other unregistered Class A Stock were entitled to registration rights pursuant to certain registration rights agreements of the Company as of the Business Combination date. In March 2018, the Company filed a registration statement registering the Warrants (and any shares of Class A Stock issuable upon the exercise of the Warrants), and certain unregistered shares of Class A Stock. The registration statement was declared effective on April 3, 2018.
The holders of the Incremental Warrants exercisable into Class A Stock were entitled to registration rights pursuant to the registration rights agreement of the Company in connection with the Amended and Restated Credit Agreement. In March 2019, the Company filed a registration statement registering the Warrants (and any shares of Class A Stock issuable upon the exercise of the Warrants). The registration statement was declared effective on May 17, 2019.
On August 3, 2017,February 2, 2018, in connection with the closing of the Business Combination, the Company entered into a Registration Rights Agreement with InnoHold and the Parent Representative (the “InnoHold Registration Rights Agreement”). Under the InnoHold Registration Rights Agreement, InnoHold holds registration rights that obligate the Company to register for resale under the Securities Act, all or any portion of the Equity Consideration (including Class A Common Stock issued in exchange for the equity consideration received in the Business Combination) (the “Registrable Securities”). InnoHold is entitled to make a written demand for registration under the Securities Act of all or part of its Registrable Securities (up to a maximum of three demands in total). Pursuant to the InnoHold Registration Rights Agreement, the Company filed a registration statement on Form S-3 that was declared effective on November 8, 2019, pursuant to which InnoHold, Tony Pearce and Terry Pearce sold 11.5 million shares of Class A Common Stock. On March 10, 2020, the Company filed a second registration statement on Form S-3 covering the resale of 18.0 million shares of Class A Common Stock by InnoHold, but such registration statement has not yet been declared effective.
Purple LLC Class B Unit Exchange Right
On February 2, 2018, in connection with the Closing, the Company entered into an exchange agreement with Purple LLC and InnoHold and Class B Unit holders who become a party thereto (the “Exchange Agreement”), which provides for the exchange of Purple LLC Class B Units (the “Class B Units”) and shares of Class B Stock (together with an equal number of Class B Units, the “Paired Securities”) for, at the Company’s option, either (A) shares of Class A Stock at an initial exchange ratio equal to one Paired Security for one share of Class A Stock or (B) a cash payment equal to the product of the average of the volume-weighted closing price of one share of Class A Stock for the ten trading days immediately prior to the date InnoHold or other Class B Unit holders deliver a notice of exchange multiplied by the number of Paired Securities being exchanged. In December 2018, InnoHold distributed Paired Securities to Terry Pearce and Tony Pearce who also agreed to become parties to the Exchange Agreement. In June 2019, InnoHold distributed Paired Securities to certain current and former employees who also agreed to become parties to the exchange agreement. Holders of Class B Units may elect to exchange all or any portion of their Paired Securities as described above by delivering a notice to Purple LLC. See Note 16 —Equity Compensation Plans.
In certain cases, adjustments to the exchange ratio will occur in case of a split, reclassification, recapitalization, subdivision or similar transaction of or relating to the Class B Units or the shares of Class A Stock and Class B Stock or a transaction in which the Class A Stock is exchanged or converted into other securities or property. The exchange ratio will also adjust in certain circumstances when the Company acquires Class B Units other than through an exchange for its shares of Class A Stock.
The right of a holder of Paired Securities to exchange may be limited by the Company if it reasonably determines in good faith that such restrictions are required by applicable law (including securities laws), such exchange would not be permitted under other agreements of such holder with the Company or its subsidiaries, including the Operating Agreement, or if such exchange would cause Purple LLC to be treated as a “publicly traded partnership” under applicable tax laws.
The Company and each holder of Paired Securities shall bear its own expense regarding the exchange except that the Company shall be responsible for transfer taxes, stamp taxes and similar duties.
During the three months ended March 31, 2020, 1.1 million Paired Securities were exchanged for shares of Class A Stock.
Maintenance of One-to-One Ratios
The Second Purple LLC Agreement includes provisions intended to ensure that the Company at all times maintains a one-to-one ratio between (a) (i) the number of outstanding shares of Class A Stock and (ii) the number of Class A Units owned by the Company (subject to certain exceptions for certain rights to purchase equity securities of the Company under a “poison pill” or similar stockholder approval of an amendmentrights plan, if any, certain convertible or exchangeable securities issued under the Company’s equity compensation plan and certain equity securities issued pursuant to the Company’s amendedequity compensation plan (other than a stock option plan) that are restricted or have not vested thereunder) and restated certificate(b) (i) the number of incorporation, stockholders representing 3,416,480other outstanding equity securities of the Company (including the warrants exercisable for shares electedof Class A Stock) and (ii) the number of corresponding outstanding equity securities of Purple LLC. These provisions are intended to redeemresult in InnoHold and other non-controlling interest holders having a voting interest in the Company that is identical to their shares as discussed furthereconomic interest in Notes 5 and 6.Purple LLC.
Accordingly, at September 30, 2017Non-Income Related Taxes
The U.S. Supreme Court ruling inSouth Dakota v. Wayfair, Inc., No.17-494, reversed a longstanding precedent that remote sellers are not required to collect state and December 31, 2016, 11,212,713local sales taxes. We cannot predict the effect of these and 14,428,805, respectively,other attempts to impose sales, income or other taxes on e-commerce. The Company currently collects and reports on sales tax in all states in which it does business. However, the application of existing, new or revised taxes on our business, in particular, sales taxes, VAT and similar taxes would likely increase the cost of doing business online and decrease the attractiveness of selling products over the internet. The application of these taxes on our business could also create significant increases in internal costs necessary to capture data and collect and remit taxes. There have been, and will continue to be, substantial ongoing costs associated with complying with the various indirect tax requirements in the numerous markets in which we conduct or will conduct business.
Legal Proceedings
On January 9, 2018, Chris Knudsen, a former consultant to the company, filed a complaint against Purple LLC in the Fourth Judicial District Court of the 15,525,000 Public Shares were classified outsideState of permanentUtah. Mr. Knudsen alleges that before his consulting contract ended in March 2016, he and Purple LLC reached an oral agreement under which Mr. Knudsen would become the company’s chief executive officer on April 1, 2016, and under which Mr. Knudsen would immediately receive a 4% equity at their redemption value.interest in Purple LLC. Mr. Knudsen alleges that Purple LLC’s failure to convey to him a 4% equity interest in the company constitutes a breach of that oral agreement, and Mr. Knudsen claims damages of $10.75 million, based on his calculation of the value of a 4% interest in Purple LLC. In the alternative, Mr. Knudsen seeks declaratory relief that he owns the 4% equity position in Purple LLC. Purple LLC denies that it reached an agreement with Mr. Knudsen for him to assume the role of chief executive officer and denies that it reached an agreement to provide equity to Mr. Knudsen. Purple LLC believes that Mr. Knudsen’s lawsuit is without merit and is vigorously contesting it. The Company maintains insurance to defend against claims of this nature, which management believes is adequate to cover the cost of its defense of Mr. Knudsen’s claims. Fact discovery and expert discovery in this matter has been completed. In October 2019, Purple LLC moved for summary judgment on Mr. Knudsen’s claims, and the court will hear oral argument on that motion in May 2020.
Recent Accounting Pronouncements:On September 9, 2019, Purple LLC filed a Statement of Claim against PerfectSense Home Inc. and PerfectSense Trading Co. Ltd. (collectively, “PerfectSense”) in the Federal Court of Canada. PerfectSense is a manufacturer and supplier of mattresses and related products. PerfectSense owns the domain name www.purplesleep.ca, which used to, but no longer, redirects to its website at www.perfectsense.ca. In addition to this, Purple LLC has alleged that PerfectSense has: designed their mattresses with the same look as the Purple mattresses (white mattress top, purple stripe, and grey bottom); used many of the marketing elements on Purple’s website (including a similar “exploded view” image of their mattress); and adopted the color purple as their dominant marketing color. Purple LLC is suing for a declaration that PerfectSense has infringed Purple LLC’s copyright and trademark rights and committed the tort of passing off. Purple LLC is asking for injunctive relief, damages, an accounting of profits, interest, costs, and delivery up or destruction of the infringing products (including delivery up of the www.purplesleep.ca domain). After filing the statement of claim, Purple LLC posted $15,000 CAD as security for PerfectSense’s costs. PerfectSense recently brought a motion to strike that was resolved on consent. Pleadings are now closed, and the action will proceed under case management.
ManagementThe Company is from time to time involved in various other claims, legal proceedings and complaints arising in the ordinary course of business. The Company does not believe that adverse decisions in any recently issued, but not yet effective, accounting pronouncements, if currently adopted,such pending or threatened proceedings, or any amount that the Company might be required to pay by reason thereof, would have a material adverse effect on the Company’s financial statements.condition or future results of the Company.
NOTE 3 – PUBLIC OFFERING12. Related Party Transactions
On August 4, 2015,The Company had various transactions with entities or individuals which are considered related parties.
Coliseum Capital Management, LLC
Immediately following the Business Combination, Adam Gray was appointed to the Company’s board of directors. Mr. Gray is a manager of Coliseum Capital, LLC, which is the general partner of CCP and CDF, and he is also a managing partner of Coliseum Capital Management, LLC (“CCM”), which is the investment manager of Blackwell. Mr. Gray has voting and dispositive control over securities held by CCP, CDF and Blackwell which are also Lenders under the Amended and Restated Credit Agreement. In 2018, the Lenders agreed to make a loan in an aggregate principal amount of $25.0 million pursuant to the Credit Agreement entered into as part of the Business Combination. In conjunction with the Credit Agreement, the Sponsor agreed to assign to the Lenders an aggregate of 2.5 million warrants to purchase 1.3 million shares of its Class A Stock. In 2019, two of the Lenders agreed to provide an incremental loan of $10.0 million (see Note 10 –Long-term Debt, Related-party). The Lenders in aggregate had $40.4 million in principal borrowings outstanding as of March 31, 2020, comprised of $35.0 million in original loan amount and $5.4 million in capitalized interest. Pursuant to the First Amendment to the Amended and Restated Credit Agreement, the Company closeddid not make any cash interest payments to the Public Offering forLenders during the salethree months ended March 31, 2020. The Company made a cash interest payment of 15,525,000 Units$0.4 million during the three months ended March 31, 2019. As part of the Amended and Restated Credit Agreement, CCP and Blackwell were granted 2.6 million warrants to purchase 2.6 million shares of the Company’s Class A Stock at a price of $5.74 per share, subject to certain adjustments.
In February 2018, in connection with the Business Combination, the Company entered into a subscription agreement with CCP and Blackwell, pursuant to which CCP and Blackwell agreed to purchase from the Company an aggregate of 4.0 million shares of Class A Stock at a purchase price of $10.00 per unitshare (the “Units”“Coliseum Private Placement”), including. In connection with the full exerciseColiseum Private Placement, the Sponsor assigned (i) an aggregate of the underwriters’ over-allotment option yielding gross proceeds1.3 million additional shares of $155,250,000. Each Unit consistsClass A Stock to CCP and Blackwell and (ii) an aggregate of one share3.3 million warrants to purchase 1.6 million shares of Class A Stock to CCP, Blackwell, and CDF. The subscription agreement provides CCP and Blackwell with preemptive rights with respect to future sales of the Company’s securities. It also provides them with a right of first refusal with respect to certain debt and preferred equity financings by the Company. The Company also entered into a registration rights agreement with CCP, Blackwell, and CDF, providing for the registration of the shares of Class A Stock issued and assigned to CCP and Blackwell in the Coliseum Private Placement, as well as the shares of Class A Stock underlying the warrants received by CCP, Blackwell and CDF. The Company has filed a registration statement with respect to such securities.
Purple Founder Entities
TNT Holdings, LLC (herein “TNT Holdings”), EdiZONE, LLC (herein “EdiZONE”) and InnoHold, LLC (herein “InnoHold”) (the “Purple Founder Entities”) were entities under common stock, $0.0001control with Purple LLC prior to the Business Combination as TNT Holdings and InnoHold are majority owned and controlled by Terry Pearce and Tony Pearce (with EdiZONE being wholly owned by TNT Holdings) who also were the founders of Purple LLC and immediately following the Business Combination were appointed to the Company’s Board (the “Purple Founders”). InnoHold is a majority shareholder of the Company.
TNT Holdings owns the Alpine facility Purple LLC leases. Effective as of October 31, 2017, Purple LLC entered into an Amended and Restated Lease Agreement with TNT Holdings. The Company determined that TNT Holdings is not a VIE as neither the Company nor Purple LLC hold any explicit or implicit variable interest in TNT Holdings and do not have a controlling financial interest in TNT Holdings. The Company incurred $0.2 million and $0.3 million in rent expense to TNT Holdings for the building lease of the Alpine facility for the three months ended March 31, 2020 and 2019, respectively. The Company has been leasing its headquarters facility in Alpine, Utah from TNT Holdings since 2010. The Company has leased a new facility in Lehi, Utah and moved its headquarters into that building in February 2020. The Company intends to continue to lease the building in Alpine, Utah from TNT Holdings and use it for production, research and development and video production.
During the three months ended March 31, 2020, 1.1 million Paired Securities have been exchanged for Class A Stock by entities and certain current and former employees of the Company who received distributions of such Paired Securities from InnoHold.
13. Stockholders’ Equity
Prior to the Business Combination, GPAC was a shell company with no operations, formed as a vehicle to effect a business combination with one or more operating businesses. After the Closing, the Company became a holding company whose sole material asset consists of its interest in Purple LLC.
Class A Common Stock
The Company has 210.0 million shares of Class A Stock authorized at a par value of $0.0001 per share. Holders of the Company’s Class A Stock are entitled to one vote for each share held on all matters to be voted on by the stockholders and participate in dividends, if declared by the Board, or receive any portion of any such assets in respect of their shares upon liquidation, dissolution, distribution of assets or winding-up of the Company in excess of the par value of such stock. Holders of the Class A Stock and holders of the Class B Stock voting together as a single class, have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Holders of Class A Stock and Class B Stock are entitled to one redeemable commonvote per share on matters to be voted on by stockholders. At March 31, 2020, 23.6 million shares of Class A Stock were outstanding.
In accordance with the terms of the Business Combination, approximately 1.3 million shares of Class A Stock were subject to vesting and forfeiture. The shares of Class A Stock subject to vesting will be forfeited eight years from the Closing, unless any of the following events (each a “Triggering Event”) occurs prior to that time:(i) the closing price of the Class A Stock on the principal exchange on which it is listed is at or above $12.50 for 20 trading days over a thirty trading day period (subject to certain adjustments), (ii) a change of control of the Company, (iii) a “going private” transaction by the Company pursuant to Rule 13e-3 under the Exchange Act or such other time as the Company ceases to be subject to the reporting obligations under Section 13 or 15(d) of the Exchange Act, or (iv) the time that the Company’s Class A Stock ceases to be listed on a national securities exchange. During the three months ended March 31, 2020, a Triggering Event occurred as the closing price of the Class A Stock on the principal exchange on which it is listed was at or above $12.50 for 20 trading days over a thirty trading day period. Accordingly, the shares of Class A Stock are no longer subject to vesting or forfeiture.
Class B Common Stock
The Company has 90.0 million shares of Class B Stock authorized at a par value of $0.0001 per share. Holders of the Company’s Class B Stock will vote together as a single class with holders of the Company’s Class A Stock on all matters properly submitted to a vote of the stockholders. Shares of Class B Stock may be issued only to InnoHold, their respective successors and assigns, as well as any permitted transferees of InnoHold. A holder of Class B Stock may transfer shares of Class B Stock to any transferee (other than the Company) only if such holder also simultaneously transfers an equal number of such holder’s Purple LLC Class B Units to such transferee in compliance with the Second Purple LLC Agreement. The Class B Stock is not entitled to receive dividends, if declared by the Board, or to receive any portion of any such assets in respect of their shares upon liquidation, dissolution, distribution of assets or winding-up of the Company in excess of the par value of such stock.
In connection with the Business Combination, approximately 44.1 million shares of Series B Stock were issued to InnoHold as part of the equity consideration. At March 31, 2020, 30.3 million shares of Class B Stock were outstanding.
Preferred Stock
The Company has 5.0 million shares of preferred stock purchase warrantauthorized at a par value of $0.0001 per share. The preferred stock may be issued from time to time in one or more series. The directors are expressly authorized to provide for the issuance of shares of the preferred stock in one or more series and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, designations and other special rights or restrictions. At March 31, 2020, there were no shares of preferred stock outstanding.
Public and Sponsor Warrants
There were 15.5 million public warrants (the “Warrants”“Public Warrants”). issued in connection with GPAC’s formation and IPO and 12.8 million warrants (the “Sponsor Warrants”), issued pursuant to a private placement simultaneously with the IPO. Each Warrantof the Company’s warrants entitles the registered holder to purchase one-half of one share of common stockthe Company’s Class A Stock at a price of $5.75. No fractional shares will be issued upon exercise$5.75 per half share ($11.50 per full share), subject to adjustment pursuant to the terms of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round downwarrant agreement. Pursuant to the nearestwarrant agreement, a warrant holder may exercise its warrants only for a whole number the number of shares of common stockthe Class A Stock. For example, if a warrant holder holds one warrant to purchase one-half of one share of Class A Stock, such warrant will not be issuedexercisable. If a warrant holder holds two warrants, such warrants will be exercisable for one share of the Class A Stock. In no event will the Company be required to the warrant holder. Each Warrant will become exercisablenet cash settle any warrant. The warrants have a five-year term which commenced on the later ofMarch 2, 2018, 30 days after the completion of the Initial Business Combination, or 12 months from the closing of the Public Offering and will expire five years after the completion of the Initial Business Combinationon February 2, 2023, or earlier upon redemption or liquidation. However,
The Company may call the warrants for redemption if the Company does not complete the Initial Business Combination on or prior to February 5, 2018, the Warrants will expire. The Company has agreed to use its best efforts following the completion of the Initial Business Combination to file a new registration statement under the Securities Act, to cover the shares of common stock issuable upon the exercise of the warrants. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the Warrants issued as part of the 15,525,000 Units during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they are exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that thereported last sale price of the Company’s shares of common stockClass A Stock equals or exceeds $24.00 per share for any 20 trading days within thea 30-trading day period ending on the third trading day beforeprior to the date the Company sends the notice of redemption to the Warrant holders.
The Company paid an underwriting discount of 3% ofwarrant holders; provided, however, that the gross proceeds of the Public Offering to the underwriters at the closing of the Public Offering (approximately $4,658,000), with an additional fee (the “Deferred Discount”) of 3% of the gross proceeds payable upon the Company’s completion of the Initial Business Combination. In July 2017,Sponsor Warrants are not redeemable by the Company reached an agreement with the underwriters to reduce the Deferred Discount from $4,657,500 to $4,000,000. The reduction was recorded as an addition to additional paid in capital in the three and nine months ended September 30, 2017. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes the Initial Business Combination.
In addition, on August 4, 2015, the Sponsor paid the Company approximately $6,408,000 in a private placement for the purchase of 12,815,000 warrants at a price of $0.50 per warrant (the “Private Placement Warrants”) - see also Note 4.
NOTE 4 – RELATED PARTY TRANSACTIONS
Founder Shares:
In May 2015, the Sponsor purchased 3,881,250 shares of common stock (the “Founder Shares”) for $25,000, or approximately $0.006 per share. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions as described in more detail below. The Sponsor agreed to forfeit up to 506,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters so that the initial stockholder would own 20.0% of the Company’s issued and outstanding shares after the Public Offering. As described above, the underwriters exercised their over-allotment option in full and therefore none of the Founder Shares were forfeited.
The Company’s initial stockholder has agreed not to transfer, assign or sell any of its Founder Shares until the earlier of (A) one year after the completion of the Initial Business Combination, or earlier if, subsequent to the Initial Business Combination, the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Private Placement Warrants;
Upon the closing of the Public Offering on August 4, 2015, the Sponsor paid the Company approximately $6,408,000 in a private placement for the purchase of 12,815,000 warrants (including warrants in connection with the exercise of the over-allotment option) at a price of $0.50 per warrant (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one-half of one share of common stock at $5.75 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account pending completion of the Initial Business Combination. The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the Initial Business Combination and they are non-redeemable so long as they are held by the Sponsor or its permitted transferees. IfIn addition, with respect to the Private PlacementSponsor Warrants, so long as such Sponsor Warrants are held by someone other than the Sponsor or its permitted transferees,transferee, the Private Placementholder may elect to exercise the Sponsor Warrants will be redeemableon a cashless basis, by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Otherwise, the Private Placementsurrendering their Sponsor Warrants have terms and provisionsfor that are identical to thosenumber of the Warrants sold as partshares of the Units in the Public Offering and have no net cash settlement provisions.
If the Company does not complete an Initial Business Combination, then the proceeds from the Private Placement Warrants will be part of the liquidating distributionClass A Stock equal to the public stockholders andquotient obtained by dividing (x) the Private Placement Warrants will expire worthless.
Registration Rights:
The Company’s initial stockholder and holdersproduct of the Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Public Offering in July 2015. The Company’s initial stockholder and holders of the Private Placement Warrants are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Related Party Loans:
On January 12, 2017, the Company issued a promissory note to the Sponsor. The note permitted the Company to borrow money from time to time from the Sponsor in an aggregate principal amount of up to $1,200,000 with an interest rate of 7.5% per annum. During January 2017, the Company borrowed $1,200,000 under the note. The Company used the proceeds from such borrowings for ongoing operational expenses and certain other expenses in connection with the Company’s Initial Business Combination. The note was repaid, together with approximately $57,000 of accrued interest, on September 5, 2017 (see Note 7).
Administrative Services Agreement:
The Company has agreed to pay $10,000 a month for office space, utilities and administrative support to the Sponsor. Services commenced on July 29, 2015, the date the securities were first listed on the NASDAQ Capital Market, and will terminate upon the earlier of the consummation by the Company of the Initial Business Combination or the liquidation of the Company. Administrative services charges earned but not paid under the agreement aggregating $20,000 are included in accrued liabilities at September 30, 2017.
NOTE 5 - TRUST ACCOUNT AND FAIR VALUE MEASUREMENT
The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
Upon the closing of the Public Offering and the private placement, a total of $155,250,000 was deposited into the Trust Account. All proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations.
At September 30, 2017 and December 31, 2016, the proceeds of the Trust Account were invested primarily in U.S. government treasury bills. The U.S. government treasury bills held at December 31, 2016 matured in March 2017 and the U. S. government treasury bills held at September 30, 2017 matured in October 2017. The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320 “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet at September 30, 2017 and December 31, 2016 and adjusted for the amortization or accretion of premiums or discounts. Approximately $66,000 and $1,000, respectively, of the balance in the Trust Account was held in cash at September 30, 2017 and December 31, 2016. During the nine months ended September 30, 2017 and 2016, approximately $260,000 and $70,000, respectively, was released from the Trust Account to the Company to pay taxes.
The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In addition, the table presents the carrying value under FASB ASC 320. Since all of the Company’s permitted investments consist of U.S. government treasury bills and cash, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows:
| Carrying | Gross | Quoted Prices in | ||||||||||
| Value at | Unrealized | Active | ||||||||||
| Description | September 30, 2017 | Holding Gain | Markets (Level 1) | |||||||||
| Assets: | ||||||||||||
| U.S. Government | ||||||||||||
| Treasury Bills | $ | 121,683,000 | $ | 10,000 | $ | 121,693,000 | ||||||
| Cash | 66,000 | - | 66,000 | |||||||||
| Total | $ | 121,749,000 | $ | 10,000 | $ | 121,759,000 | ||||||
| Carrying | Gross | Quoted Prices in | ||||||||||
| Value at | Unrealized | Active | ||||||||||
| Description | December 31, 2016 | Holding Loss | Markets (Level 1) | |||||||||
| Assets | ||||||||||||
| U.S. Government | ||||||||||||
| Treasury Bills | $ | 155,542,000 | $ | (15,000 | ) | $ | 155,527,000 | |||||
| Cash | 1,000 | - | 1,000 | |||||||||
| Total | $ | 155,543,000 | $ | (15,000 | ) | $ | 155,528,000 | |||||
On August 3, 2017, in connection with stockholder approval of the Company’s Amended and Restated Certificate of Incorporation, stockholders representing 3,416,480 shares elected to redeem their shares for a pro rata share of the amount in the Trust Account resulting in approximately $34,269,000 removed from the Trust Account in connection with such redemptions at a redemption value of approximately $10.03 per share.
At September 30, 2017, such redemption amount per share was approximately $10.04.
NOTE 6 – STOCKHOLDERS’ EQUITY
Common Stock:
The Company is authorized to issue 35,000,000 shares of common stock. The Company will likely (depending on the terms of the Initial Business Combination) be required to increase the number of shares of common stockClass A Stock underlying the Sponsor Warrants, multiplied by the difference between the exercise price of the Sponsor Warrants and the “fair market value” (defined below), by (y) the fair market value. The “fair market value” means the average reported last sale price of the Class A Stock for the 10 trading days ending on the third trading day prior to the date on which itthe notice of warrant exercise is authorizedsent to issue atthe warrant agent. All other terms, rights and obligations of the Sponsor Warrants remain the same as the Public Warrants. Both the Public and Sponsor Warrants are classified as equity instruments in the accompanying condensed consolidated balance sheet.
From the time as its stockholders vote onof GPAC’s IPO up to the Initial Business Combination towith Purple LLC, GPAC had 28.3 million warrants outstanding. During the extent the Company seeks stockholder approval inthree months ended March 31, 2020, one exercise of warrants occurred for a de minimis amount. At March 31, 2020, approximately 28.3 million warrants remain outstanding.
Incremental Loan Warrants
In connection with the Initial Business Combination. HoldersAmended and Restated Credit Agreement, the Company issued to CCP and Blackwell, as the Incremental Lenders funding the Incremental Loan, 2.6 million Incremental Loan Warrants to purchase 2.6 million shares of the Company’s common stock are entitledClass A Stock. Each Incremental Loan Warrant entitles the registered holder to purchase one vote for each share of common stock they own. At September 30, 2017the Company’s Class A Stock at a price of $5.74 per share, subject to adjustment pursuant to the terms of the warrant agreement. The Incremental Loan Warrants have a five-year term and December 31, 2016, there were 15,989,770 and 19,406,250, respectively,will expire on February 26, 2024, or earlier upon redemption or liquidation.
The Company may call the warrants for redemption at a price of $0.01 per Share of Class A Stock if the reported last sale price of the Class A Stock equals or exceeds $24.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. If the Company calls the Incremental Loan Warrants for redemption, it will have the option to require the holder to exercise the Incremental Loan Warrants on a cashless basis, by surrendering their Incremental Loan Warrants for that number of shares of common stock issued and outstanding. At September 30, 2017 and December 31, 2016, 11,212,713 and 14,428,805, respectively,Class A Stock equal to the quotient obtained by dividing (x) the product of the outstanding shares were subject to redemption.
As discussed further in Note 5, on August 3, 2017, shareholders representing 3,416,480 shares elected to redeem their shares which reduced the number of outstanding shares of Class A Stock underlying the Incremental Loan Warrants, multiplied by the difference between the exercise price of the Sponsor Warrants and the “fair market value” (defined below), by (y) the fair market value. The “fair market value” means the average reported last sale price of the Class A Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Incremental Loan Warrants.
In the event of a “fundamental transaction” as defined in the warrant agreement, the holder will have the right to purchase and receive the same kind and amount of consideration receivable by the stockholders of the Company upon the occurrence of such fundamental transaction. The warrant agreement requires the Company to cause the surviving company in a fundamental transaction, to assume the obligations of the Company under the Incremental Loan Warrants. In addition, a clause in the Incremental Loan Warrant Agreement states, upon the occurrence of a fundamental transaction, that the holders of the Incremental Loan Warrants may elect to either (i) have the exercise price of the warrant reduced by the Black-Scholes value of the Incremental Loan Warrants (as set forth in the Incremental Loan Warrants Agreement) or (ii) cause the Company or its successor to repurchase all or a portion of the Incremental Loan Warrants at the Black-Scholes value (as set forth in the Incremental Loan Warrants). In addition, upon the occurrence of any of the additional following events: (1) acquisition of 25% or more of the total voting power of all the securities of the entity by any one person or group of affiliated persons or entities; (2) Tony Pearce or Terry Pearce individually or together ceasing to beneficially own at least 50% of the voting securities of the Company; or (3) the Board of Directors ceasing to be comprised of a majority of independent directors as defined under NASDAQ rules, the exercise price of the warrant will be reduced by a value based upon a formula model established in the agreement. As a result of these clauses, the Incremental Loan Warrants embody an obligation to repurchase the Company’s equity shares, or is indexed to such an obligation, and may require the Company to settle the obligation by transferring assets. As such, the Incremental Loan Warrants are classified as liabilities under ASC 480 -Distinguishing Liabilities from 19,406,250 to 15,989,770.Equity.
Preferred Stock:Noncontrolling Interest
Noncontrolling interest (“NCI”) is the membership interest held by holders other than the Company. On February 2, 2018, upon the close of the Business Combination, and at December 31, 2018, InnoHold’s and other Purple LLC Class B Unit holders’ combined NCI percentage in Purple LLC was approximately 82%. At March 31, 2020, the combined NCI percentage in Purple LLC was approximately 56%. The Company has consolidated the financial position and results of operations of Purple LLC and reflected the proportionate interest held by all such Purple LLC Class B Unit holders as NCI.
14. Income Taxes
The Company’s sole material asset is Purple LLC, which is treated as a partnership for U.S. federal income tax purposes and for purposes of certain state and local income taxes. Purple LLC’s net taxable income and any related tax credits are passed through to its members and is included in the members’ tax returns, even though such net taxable income or tax credits may not have actually been distributed. While the Company consolidates Purple LLC for financial reporting purposes, the Company will be taxed on its share of earnings of Purple LLC not attributed to the noncontrolling interest holders, which will continue to bear their share of income tax on its allocable earnings of Purple LLC. The income tax burden on the earnings taxed to the noncontrolling interest holders is not reported by the Company in its consolidated financial statements under GAAP. As a result, the Company’s effective tax rate differs materially from the statutory rate. The primary factors impacting the expected tax are the allocation of tax benefit to noncontrolling interest and the impact of the valuation allowance.
As of March 31, 2020, the Company has recorded a full valuation allowance on its net deferred tax assets. In assessing the realizability of deferred tax assets, management determined that it is more likely than not that its net deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and consideration of tax-planning strategies. Considering these factors, a valuation allowance was recorded in the year ended December 31, 2019, and the Company continues to be in a full valuation allowance position for the three months ended March 31, 2020.
The Company currently estimates its annual effective income tax rate to be 1.0%. The effective tax rate for the Company differs from the federal rate of 21% primarily due to (1) a full valuation allowance, (2) NCI in Purple LLC that is authorizedallocated to issue 1,000,000 shares of preferredInnoHold and (3) various other items such as limitations on meals and entertainment, certain stock with such designations, votingcompensation and other rightscosts.
For the three months ended March 31, 2020, the Company has recorded an income tax benefit in the amount of $0.3 million due to the normal accrual of income taxes using the annual effective tax rate approach, offset by discrete tax benefits related to the effects of the CARES Act discussed below
In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and preferences as may be determined from time to timeEconomic Security Act (CARES Act) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the BoardTax Cuts and Jobs Act of Directors. At September 30, 2017 (2017 Tax Act). Corporate taxpayers may carryback net operating losses (NOLs) originating during 2018 through 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for tax years beginning January 1, 2019 and December 31, 2016, there were no shares2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of preferred stock issued and outstanding.the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act.
NOTE 7 – TERMINATION OF PROPOSED BUSINESS COMBINATION WITH SEQUEL AND RELATED TRANSACTION FEE INCOMEIn addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act resulted in two adjustments to our income tax provision for the three months ended March 31, 2020, relating to increased 2019 NOL utilization and tax benefits from NOL carrybacks. We have recorded a discrete benefit of $0.5 million in our income tax provision for the three months ended March 31, 2020 related to the CARES Act.
On January 11, 2017,In connection with the Business Combination, the Company entered into anthe Tax Receivable Agreement and Plan of Merger (the “Sequel Merger Agreement”), by and amongwith InnoHold, which provides for the Company, Sequel Acquisition, LLC (the “MergerSub”), a wholly-owned subsidiary of the Company, Sequel Youth and Family Services, LLC (“Sequel”) and other parties named thereto. Pursuant to the Sequel Merger Agreement, the Company agreed to acquire the Sequel business through an equity purchase and a merger of MergerSub with and into Sequel, with Sequel being the survivor in the merger (the “Sequel Business Combination”). On May 19, 2017, the Company received notice from Sequel that Sequel terminated the Sequel Merger Agreement since the transactions contemplated by the Sequel Merger Agreement were not completed on or prior to May 15, 2017 as required.
On September 1, 2017, the Company received a $2,500,000 fee for releasing a third party from a non-circumvention agreement with the Company relating to the Sequel Business Combination. In connection with the receipt of this payment by the Company to InnoHold of 80% of the net cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the Closing as a result of (i) any tax basis increases in the assets of Purple LLC resulting from the distribution to InnoHold of the cash consideration, (ii) the tax basis increases in the assets of Purple LLC resulting from the redemption by Purple LLC or the exchange by the Company, as applicable, of Class B Paired Securities or cash, as applicable, and (iii) imputed interest deemed to be paid down approximately $2,250,000by the Company as a result of, accrued liabilities relatingand additional tax basis arising from, payments it makes under the Tax Receivable Agreement.
As noncontrolling interest holders exercise their right to exchange or cause Purple LLC to redeem all or a portion of their Class B Units, a TRA Liability may be recorded based on 80% of the estimated future cash tax savings that the Company may realize as a result of increases in the basis of the assets of Purple LLC attributed to the Sequel Business Combination, including the principalCompany as a result of such exchange or redemption. The amount of the Sponsor Noteincrease in asset basis, the related estimated cash tax savings and the attendant TRA Liability to be recorded will depend on the price of $1,200,000 togetherthe Company’s Class A Stock at the time of the relevant redemption or exchange.
The estimation of liability under the Tax Receivable Agreement is by its nature imprecise and subject to significant assumptions regarding the amount and timing of future taxable income. As a result of 13.7 million life to date exchanges of Class B Units for Class A Stock, the potential future TRA Liability is $37.5 million, which has not been recorded due to the valuation allowance on the deferred tax assets, with approximately $57,000the exception of accrued interest.$0.8 million as the Company has realized cash tax benefits under the Tax Receivable Agreement.
The effects of uncertain tax positions are recognized in the consolidated financial statements if these positions meet a “more-likely-than-not” threshold. For those uncertain tax positions that are recognized in the consolidated financial statements, liabilities are established to reflect the portion of those positions it cannot conclude “more-likely-than-not” to be realized upon ultimate settlement. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties would be included on the related tax liability line in the consolidated balance sheet. As of March 31, 2020, no uncertain tax positions were recognized as liabilities in the condensed consolidated financial statements.
Early Warning of Possible Valuation Allowance Reversal in Future Periods
The Company recorded a valuation allowance against all of the deferred tax assets as of March 31, 2020 and December 31, 2019. The Company intends to continue maintaining a full valuation allowance on the deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. However, given the current earnings and anticipated future earnings, the Company believes there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow the Company to reach a conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. In addition, the full potential future TRA Liability will be required to be recognized. The exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve.
15. Net Income (Loss) Per Common Share
The Business Combination was structured similar to a reverse recapitalization by which the Company issued stock for the net assets of Purple LLC accompanied by a recapitalization. The following table sets forth the calculation of basic and diluted weighted average shares outstanding and earnings per share for the periods presented (in thousands, except per share amounts):
| Three Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| Net income (loss) (numerator): | ||||||||
| Net income (loss) attributable to Purple Innovation, Inc.-basic | $ | 8,835 | $ | (130 | ) | |||
| Less: dilutive effect of change in fair value liabilities | (5,958 | ) | — | |||||
| Net income (loss) attributable to Purple Innovation, Inc.-diluted | $ | 2,877 | $ | (130 | ) | |||
| Weighted average shares (denominator): | ||||||||
| Weighted average shares—basic | 22,675 | 8,437 | ||||||
| Add: dilutive effects of equity awards | 1,390 | — | ||||||
| Add: dilutive effects of incremental warrants | 1,262 | — | ||||||
| Weighted average shares—diluted | 25,327 | 8,437 | ||||||
| Net income (loss) per common share: | ||||||||
| Basic | $ | 0.39 | $ | (0.02 | ) | |||
| Diluted | $ | 0.11 | $ | (0.02 | ) | |||
For the three months ended March 31, 2020, the Company excluded 31.3 million Paired Securities convertible into shares of Class A Stock, 14.2 million shares of Class A Stock issuable upon conversion of certain Company warrants and stock options and 0.1 million shares of issued Class A Stock subject to vesting as the effect was anti-dilutive. For the three months ended March 31, 2019, the Company excluded 44.1 million Paired Securities convertible into shares of Class A Stock, 17.7 million shares of Class A Stock issuable upon conversion of the Company’s warrants and 1.3 million shares of issued Class A Stock subject to vesting as the effect was anti-dilutive.
16. Equity Compensation Plans
2017 Equity Incentive Plan
The Purple Innovation, Inc. 2017 Equity Incentive Plan (the “2017 Incentive Plan”) provides for grants of stock options, stock appreciation rights, restricted stock and other stock-based awards. Directors, officers and other employees and subsidiaries and affiliates, as well as others performing consulting or advisory services for the Company and its subsidiaries, will be eligible for grants under the 2017 Incentive Plan. The aggregate number of shares of Common Stock which may be issued or used for reference purposes under the 2017 Incentive Plan or with respect to which awards may be granted may not exceed 4.1 million shares. As of March 31, 2020, approximately 2.3 million shares remain available under the 2017 Incentive Plan.
Class A Common Stock Awards
In March 2020, the Company granted a restricted stock award under the Company’s 2017 Equity Incentive Plan to the Company’s independent Board advisor and GPAC observer. The stock award vests in March 2021. As this award includes a service condition, the estimated fair value of the restricted stock is measured on the grant date and is recognized over the service period. The Company determined that the fair value of the restricted stock on the grant date was immaterial.
Employee Stock Options
During the three months ended March 31, 2020, the Company granted stock options under the Company’s 2017 Equity Incentive Plan to certain management of the Company. The stock options have an exercise price of $12.76 per option. The stock options expire in five years and vest over a four-year period. The estimated fair value of the stock options, less expected forfeitures, is amortized over the options vesting period on a straight-line basis. The Company determined the fair value of the options granted during the three months ended March 31, 2020 using the Black Scholes method with the following assumptions:
| Fair market value | $ | 8.02 | ||
| Exercise price | $ | 12.76 | ||
| Risk free interest rate | 0.61 | % | ||
| Expected term in years | 3.56 | |||
| Expected volatility | 38.28 | % | ||
| Expected dividend yield | — |
The following table summarizes the Company’s total stock option activity for the three months ended March 31, 2020:
Options (in thousands) | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term in Years | Intrinsic Value $ | |||||||||||||
| As of March 31, 2020: | ||||||||||||||||
| Options outstanding as of January 1, 2020 | 2,136 | $ | 6.95 | 4.3 | $ | — | ||||||||||
| Granted | 25 | 12.76 | — | — | ||||||||||||
| Exercised | — | — | — | — | ||||||||||||
| Forfeited/cancelled | (20 | ) | 6.51 | — | — | |||||||||||
| Options outstanding as of March 31, 2020 | 2,141 | $ | 7.03 | 4.1 | $ | — | ||||||||||
Outstanding and exercisable stock options as of March 31, 2020 are as follows:
| Options Outstanding | Options Exercisable | |||||||||||||||||||||
| Exercise Prices | Number of Options Outstanding | Weighted (Years) | Number of Options Exercisable | Weighted | Intrinsic Value | |||||||||||||||||
| $ | 5.75 | 250 | 3.89 | 68 | $ | 3.89 | $ | — | ||||||||||||||
| 5.95 | 538 | 3.50 | 191 | 3.50 | — | |||||||||||||||||
| 6.51 | 338 | 4.14 | 85 | 4.14 | — | |||||||||||||||||
| 6.65 | 200 | 4.11 | — | — | — | |||||||||||||||||
| 8.07 | 8 | 4.41 | — | — | — | |||||||||||||||||
| 8.17 | 325 | 4.50 | 81 | 4.50 | ||||||||||||||||||
| 8.32 | 250 | 4.25 | — | — | — | |||||||||||||||||
| 12.76 | 25 | 4.95 | — | — | — | |||||||||||||||||
The estimated fair value of the Company stock options, less expected forfeitures, is amortized over the options vesting period on the straight-line basis. The Company recognized $0.2 million and $0.1 million in stock-based compensation expenses related to stock options during the three months ended March 31, 2020 and 2019, respectively.
As of March 31, 2020, there was $2.7 million of total unrecognized stock compensation cost with a remaining recognition period of 3.0 years.
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NOTE 8 – SUBSEQUENT EVENTSInnoHold Incentive Units
Entry into Merger AgreementIn January 2017, pursuant to the 2016 Equity Incentive Plan approved by InnoHold and Purple LLC that authorized the issuance of 12.0 million incentive units, Purple LLC granted 11.3 million incentive units to Purple Team LLC, an entity for the benefit of certain employees who were participants in that plan. In conjunction with the Business Combination, Purple Team LLC was merged into InnoHold with InnoHold being the surviving entity and the Purple Team LLC incentive units were cancelled and new incentive units were issued by InnoHold under its own limited liability company agreement (the “InnoHold Agreement”). On February 8, 2019, InnoHold initiated a tender offer to each of these incentive unit holders, some of which are current employees of Purple LLC, to distribute to each a pro rata number of 2.5 million Paired Securities held by InnoHold in exchange for the cancellation of their ownership interests in InnoHold. All InnoHold incentive unit holders accepted the offer, and the terms and distribution of each transaction were finalized and closed on June 25, 2019. At the closing of the tender offer, those incentive unit holders received, based on their pro rata holdings of InnoHold Class B Units, a portion of 2.5 million Paired Securities held by InnoHold. As of March 31, 2020, 1.1 million of the Paired Securities remain to be exchanged for Class A Stock by the incentive unit holders. A small number of Paired Securities remain subject to vesting contingent upon such current employees’ continued employment with the Company.
Aggregate Non-Cash Stock Compensation
The Company has accounted for all stock-based compensation under the provisions of ASC 718 Compensation—Stock Compensation. This standard requires the Company to record a non-cash expense associated with the fair value of stock-based compensation over the requisite service period. The table below summarizes the aggregate non-cash stock compensation recognized in the statement of operations for stock awards, employee stock options and the distribution by InnoHold of Paired Securities.
| (in thousands) | Three Months Ended March 31, | |||||||
| Non-Cash Stock Compensation | 2020 | 2019 | ||||||
| Cost of revenues | $ | 35 | $ | — | ||||
| Marketing and sales | 60 | — | ||||||
| General and administrative | 151 | 73 | ||||||
| Research and development | 4 | — | ||||||
| Total non-cash stock compensation | $ | 250 | $ | 73 | ||||
17. Employee Retirement Plan
In July 2018 the Company established a 401(k) plan that qualifies as a deferred compensation arrangement under Section 401 of the IRS Code. All eligible employees over the age of 18 and with 4 months’ service are eligible to participate in the plan. The plan provides for Company matching of employee contributions up to 5% of eligible earnings. Company contributions immediately vest. The Company matching contribution expense was $0.4 million and $0.3 million for the three months ended March 31, 2020 and 2019, respectively.
18. Subsequent Events
On NovemberApril 2, 2017,2020, Mary Harper, an individual purporting to reside in Montana, filed a class action complaint against Purple Inc. in the United States District Court District of Montana, Billings Division. Ms. Harper alleges Purple Inc. sent her text message advertisements to her cellular telephone and the cellular telephones of numerous other individuals across the country in violation of the Telephone Consumer Protection Act, 47 U.S.C. § 227 (“TCPA”). Purple Inc. does not engage in any telephone-based marketing communication either directly or through third party affiliates. Purple LLC, a subsidiary company of Purple Inc., is the operational, branding, and marketing company associated with the Purple brand. At all times, Purple LLC maintained, and continues to maintain, strict compliance with telephone marketing laws and only communicates with individual who have provide written consent through a double opt-in process. Purple Inc., and Purple LLC if added as a defendant, maintain that Ms. Harper’s lawsuit is without merit and will vigorously contest it.
On April 23, 2020, the Company and TNT Holdings entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and amongamendment to the Company, PRPL Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiarylease agreement on the Alpine, Utah facility. Under the current lease, TNT Holdings is allowed to charge the cost of the Company (“Merger Sub”), Purple Innovation, LLC, a Delaware limitedcommercial general liability company (“Purple”), InnoHold, LLC, a Delaware limited liability company and the sole equity holder of Purple (“InnoHold”), and the Sponsor, solely in its capacity thereunder as the representative of the Company after the consummation of the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, the Company agreed to acquire Purple’s business through a merger of Merger Sub with and into Purple, with Purple being the survivor in the merger (the “Business Combination,” and together with the other transactions contemplated by the Merger Agreement and the agreements attached thereto, the “Transactions”). The Merger Agreement and the Transactions were unanimously approved by the board of directors of the Company.
Purple is a comfort technology company with products aimed at improving how people sleep, sit and stand. Purple currently offers mattress, bedding and cushioning products through direct-to-consumer and retail channels. Purple is based in Alpine, UT, was organized as a Delaware limited liability company in 2010 and changed its name to Purple Innovation, LLC in January 2017. Additional information regarding Purple, the Business Combination and the Transactions is available in the Form 8-K filed by the Company on November 3, 2017 and the preliminary proxy statement filed by the Company on November 6, 2017.
Second Sponsor Note
Subsequent to September 30, 2017, on November 1, 2017, the Company executed the Second Sponsor Note for up to $1,000,000 to cover certain Business Combination fees and expenses. The Second Sponsor Note does not bear interest and can be drawn down in any amount upon five business days' notice to the Sponsor. On November 2, 2017, the Company drew $600,000 under the Second Sponsor Note. Under the Second Sponsor Note, the Company has the option to convert any unpaid balance into shares of common stock based on a share price of $10.00 per share. The Sponsor is also entitled to receive a capital commitment fee in the amount of $50,000 in consideration of its agreement to commit to make the loaninsurance to the Company. The Second Sponsor Note is repayable in full upon the earliest to occur of: (i) the consummation of the Business Combination, (ii) February 28, 2018 and (iii) the date that the winding up ofThis amendment gives the Company is effective.an insurable interest that allows the Company to obtain the insurance directly, thereby controlling the cost of insurance, and name TNT Holdings as a co-insured.
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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysisis intended to provide a more comprehensive review of the Company’soperating results and financial condition and results of operationsPurple Innovation, Inc. than can be obtained from reading the Unaudited Condensed Consolidated Financial Statements alone. The discussion should be read in conjunction with the condensed financial statementsUnaudited Condensed Consolidated Financial Statements and the notes thereto contained elsewhereincluded in this report. References to the “Company,“Part I. Item 1. Financial Statements.” “us” or “we” refer to Global Partner Acquisition Corp.
Special Note Regarding Forward-Looking StatementsFORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that represent our current expectations and beliefs. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. In some cases, you can identify these statements by forward-looking words such as “believe,” “expect,” “project,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “will,” “would,” “could,” “may,” “might,” the negative of these words and other similar words.
All forward-looking statements included in this sectionQuarterly Report are made only as of the date thereof. It is routine for our internal projections and other partsexpectations to change throughout the year, and any forward-looking statements based upon these projections or expectations may change prior to the end of this Form 10-Q regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations,next quarter or year. Investors are cautioned not to place undue reliance on any such forward-looking statements. When used in this Form 10-Q, words suchWe undertake no obligation to publicly update or revise any forward-looking statement, whether as “anticipate,” “believe,” “estimate,” “expect,” “intend”a result of new information, future events or otherwise, except as required by law.
We caution and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-lookingadvise readers that these statements are based on the beliefs of management, as well as assumptions made by,that may not be realized and information currently availableinvolve risks and uncertainties that could cause actual results to the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements asexpectations and beliefs contained herein. These risks include the evolving impact and duration of the COVID-19 pandemic. For a resultsummary of certainthese risks, see the risk factors detailedincluded in the “Risk Factors” section in this Quarterly Report, in our filingsAnnual Report on Form 10-K filed with the SEC.Securities and Exchange Commission on March 9, 2020.
OverviewIntroductory Note
We are a blank check company incorporated on May 19, 2015 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). We intend to effectuateOn February 2, 2018, our predecessor, GPAC, consummated the Business Combination using cash from the proceeds of a public offering (the “Public Offering”) that closed on August 4, 2015 and a sale of warrants in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”), our capital stock, debt or a combination of cash, stock and debt.
The issuance of additional shares of our stock in a Business Combination:
Similarly, if we issue debt securities, it could result in:
On January 11, 2017, the Company entered into an Agreement and Plan of Merger (the “Sequel Merger Agreement”), by and among the Company, Sequel Acquisition, LLC (the “MergerSub”), a wholly-owned subsidiary of the Company, Sequel Youth and Family Services, LLC (“Sequel”) and other parties named thereto. Pursuant to the Sequel Merger Agreement, the Company agreed to acquire the Sequel business through an equity purchase and a merger of MergerSub with and into Sequel, with Sequel being the survivor in the merger (the “Sequel Business Combination”). On May 19, 2017, the Company received notice from Sequel that Sequel terminated the Sequel Merger Agreement since the transactions contemplated by the Sequel Merger Agreement were not completed on or prior to May 15, 2017 as required.
On September 1, 2017, the Company received a $2,500,000 fee for releasing a third party from a non-circumvention agreement with the Company relating to the Sequel Business Combination. In connection with the receipt of this payment by the Company, the Company paid down approximately $2,250,000 of accrued liabilities relating to the Sequel Business Combination, including the principal amount of the Sponsor Note of $1,200,000 together with approximately $57,000 of accrued interest.
On August 3, 2017, the Company’s stockholders agreed to amend the Company’s amended and restated certificate of incorporation pursuant to an “Extension Amendment,” to extend the date by which the Company must (i) consummate a Business Combination, (ii) cease its operations if it fails to complete such Business Combination, and (iii) redeem or repurchase 100% of the Company’s common stock included as part of the units sold in the Company’s initial public offering that was consummated on August 4, 2015 from August 4, 2017 to November 6, 2017 (or February 5, 2018 if the Company has executed a definitive agreement for a business combination by November 6, 2017) or such earlier date as determined by the Board. Under the Extension Amendment, public stockholders will have the right to redeem their pro rata portion of the funds in the Trust Account.
On November 2, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, PRPL Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub”), Purple Innovation, LLC, a Delaware limited liability company (“Purple”), InnoHold, LLC, a Delaware limited liability company and the sole equity holder of Purple (“InnoHold”), and the Sponsor, solely in its capacity thereunder as the representative of the Parent after the consummation of the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, by and among GPAC, Merger Sub, Purple LLC, InnoHold and the Company agreed to acquire Purple’sSponsor, which provided for the Company’s acquisition of Purple LLC’s business through athe merger of Merger Sub with and into Purple LLC, with Purple LLC being the survivor in the merger (the “Business Combination,” and togetherBusiness Combination.
In connection with the other transactions contemplated byClosing, the Merger Agreement and the agreements attached thereto, the “Transactions”). The Merger Agreement and the Transactions were unanimously approved by the board of directors of the Company.
Purple is a comfort technology company with products aimed at improving how people sleep, sit and stand. Purple currently offers mattress, bedding and cushioning products through direct-to-consumer and retail channels. Purple is based in Alpine, UT, was organized as a Delaware limited liability company in 2010 andCompany changed its name from “Global Partner Acquisition Corp.” to “Purple Innovation, Inc.” The Business Combination was accounted for as a reverse recapitalization because the former owners of Purple Innovation, LLC have control over the combined company through their 82% ownership of the common stock of the Company. Although the Company was the legal acquirer, the historical operations of Purple LLC are deemed to be those of the Company. Thus, the financial statements included in January 2017. Additional information regardingthis Quarterly Report on Form 10-Q reflect (i) the historical operating results of Purple LLC prior to the Business CombinationCombination; (ii) the combined results of the Company following the Business Combination; (iii) the assets and liabilities of Purple LLC at their historical cost; and (iv) the Company’s equity and earnings per share for all periods (both pre- and post-Business Combination) presented.
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Overview of Our Business
Our mission is to help people feel and live better through innovative comfort solutions.
We are a digitally-native vertical brand founded on comfort product innovation with premium offerings. We design and manufacture a variety of innovative, branded and premium comfort products, including mattresses, pillows, cushions, frames, sheets, and other products. Our products are the result of over 30 years of innovation and investment in proprietary and patented comfort technologies and the Transactionsdevelopment 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 (“DTC”) online channels, retail brick-and-mortar wholesale partners, third-party online retailers and our Company showrooms.
COVID-19 Pandemic Developments
The COVID-19 pandemic has recently had adverse impacts on many aspects of our operation, directly and indirectly, including our employees, consumer behavior, distribution and logistics, our suppliers, and the market overall. The scope and nature of these impacts continue to evolve each day. In light of the uncertain and rapidly evolving situation relating to the COVID-19 pandemic, we have taken a number of precautionary measures to manage our resources and mitigate the adverse impact of the pandemic, which is availableintended to help minimize the risk to our Company, employees, customers, and the communities in which we operate. Employees at the Company’s headquarters and certain other employees have been asked to work from home where possible. For roles that require employees to be on-site, such as our manufacturing facility and distribution center, we are practicing social distancing and increasing sanitizing standards.
We have experienced a sharp decline in the Form 8-Kwholesale side of our business as temporary shutdowns of non-essential businesses and shelter-at-home directives have occurred in most U.S. states. Also, we have temporarily closed our three showrooms in California in compliance with locally mandated shelter-in-place requirements. We continue to serve customers through our DTC channel, and during the first quarter of 2020, some consumer demand for our premium, differentiated product offering shifted to our DTC channel. In response, we have refocused our efforts back to our DTC core competencies resulting in an acceleration in DTC channel sales across all of our product categories in the last half of March through April. This increase in DTC demand has produced DTC growth of 50% over the prior year first quarter, partially offsetting declines from our 2020 forecast in our wholesale channel. There can be no assurance that this trend of increased demand through our DTC channel will continue.
This increase in DTC demand allowed us to work through a portion of our on-hand inventory. Given the difficulty in predicting how long this pandemic will persist and its full impact, we continue to look at all opportunities to preserve liquidity. This included taking advantage of our vertically integrated business model to adjust production schedules to leverage inventory on hand and tightly manage labor costs, including temporarily furloughing roughly 35% of our permanent workforce. We also continue to dynamically adjust our significant discretionary online advertising spend in response to any changes in DTC trends as they develop.
The Company has temporarily deferred 25% of the cash compensation of Senior Executives and all the cash compensation of the Board of Directors. In addition, in March 2020 we entered into an amendment to our Amended and Restated Credit Agreement to allow the Company to defer 5% of the interest for quarterly payments due during the first two quarters of 2020. In addition, we are temporarily reducing our capital spend by delaying all non-maintenance related projects and investments in non-essential initiatives and headcount additions until we have better visibility into when conditions normalize. Other proactive steps have been taken to carefully manage cash in response to the rapidly changing circumstances. We anticipate being able to start paying deferred compensation and moving forward with capital spend on certain growth initiatives during the second quarter. The Company intends to proceed cautiously and continue to take proactive steps to manage cash and respond quickly and prudently to new COVID-19 related circumstances.
Our supply chain has not as yet been significantly affected by COVID-19. Currently, our domestic suppliers are able to continue operations and provide necessary materials when needed. Suppliers in China were temporarily closed as a result of the pandemic but we had sufficient inventory on hand. Many of our suppliers resumed production in March and are able to supply materials as needed. As a result, we don’t expect supply to have a material impact on our ability to meet anticipated demand.
After a brief decline in late March, DTC orders began to accelerate in early April and remained strong throughout the month, resulting in an increase of over 170% to approximately $54 million compared with the same month last year. Wholesale orders were down approximately 45% from April 2019, however, orders from our wholesale partners are starting to resume. In order to meet demand, we terminated our temporary furlough for almost all manufacturing personnel and restarted our manufacturing operations. We are currently operating at nearly full capacity to meet current demand and in anticipation of the Memorial Day promotion period. We have also partnered with the Brands for Better coalition, committing 10% of net proceeds in April, raising approximately $0.3 million towards the production of approximately 1,000 specialty beds to relieve shortages in care facilities nationwide due to COVID-19. These specialty beds will be produced in our facilities.
Although each of the remedial measures was filedtaken by the Company to protect the business and preserve liquidity, each may also have the potential to have a material adverse impact on November 3, 2017our current business, financial condition and results of operations, and may create additional risks for our Company. While we anticipate that the foregoing measures are temporary, we cannot predict the specific duration for which these precautionary measures will stay in effect, and we may elect or need to take additional measures as the information available to us continues to develop, including with respect to our employees, manufacturing facility and distribution center, and relationships with our suppliers and customers. Subject to certain assumptions regarding the duration and severity of the COVID-19 pandemic, and government, consumer, and our responses thereto, based on our current projections we believe our cash on hand, ongoing cash generated from our DTC business and eventual resumption and ramp up of store operations and our wholesale business, will be sufficient to cover our working capital requirements and anticipated capital expenditures for the next 12 months. However, the extent to which the COVID-19 pandemic and our precautionary measures in response thereto may impact our business will depend on future developments, which are highly uncertain and cannot be precisely predicted at this time.
Operating Results for the Three Months Ended March 31, 2020 and 2019
The following table sets forth for the periods indicated, our results of operations and the preliminary proxy statement filedpercentage of total revenue represented in our statements of operations:
| Three Months Ended March 31, | ||||||||||||||||
| 2020 | % of Net Revenues | 2019 | % of Net Revenues | |||||||||||||
| Revenues, net | $ | 122,375 | 100.0 | % | $ | 83,648 | 100.0 | % | ||||||||
| Cost of revenues | 69,193 | 56.5 | 49,579 | 59.3 | ||||||||||||
| Gross profit | 53,182 | 43.5 | 34,069 | 40.7 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Marketing and sales | 36,684 | 30.0 | 24,017 | 28.7 | ||||||||||||
| General and administrative | 7,548 | 6.2 | 4,565 | 5.5 | ||||||||||||
| Research and development | 1,445 | 1.2 | 690 | 0.8 | ||||||||||||
| Total operating expenses | 45,677 | 37.3 | 29,272 | 35.0 | ||||||||||||
| Operating income | 7,505 | 6.1 | 4,797 | 5.7 | ||||||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | (1,389 | ) | (1.1 | ) | (1,144 | ) | (1.4 | ) | ||||||||
| Other income (expense), net | (32 | ) | 0.0 | 229 | 0.3 | |||||||||||
| Loss on extinguishment of debt | — | — | (6,299 | ) | (7.5 | ) | ||||||||||
| Change in fair value – warrant liabilities | 13,633 | 11.1 | 1,697 | 2.0 | ||||||||||||
| Total other income (expense), net | 12,212 | 10.0 | (5,517 | ) | (6.6 | ) | ||||||||||
| Net income (loss) before income taxes | 19,717 | 16.1 | (720 | ) | (0.9 | ) | ||||||||||
| Income tax benefit | 284 | 0.2 | — | — | ||||||||||||
| Net Income (loss) | 20,001 | 16.3 | (720 | ) | (0.9 | ) | ||||||||||
| Net income (loss) attributable to noncontrolling interest | 11,166 | 9.1 | (590 | ) | (0.7 | ) | ||||||||||
| Net income (loss) attributable to Purple Innovation, Inc. | $ | 8,835 | 7.2 | $ | (130 | ) | (0.2 | ) | ||||||||
Revenue
Total net revenue increased $38.7 million, or 46.3%, to $122.4 million for the three months ended March 31, 2020 from $83.6 million for the three months ended March 31, 2019 due mainly to a $23.0 million increase in mattress sales, a $10.2 million increase in top of mattress sales and a $5.5 million net increase in other products. The increase in bedding revenue was primarily attributable to a 50.0% increase in our direct-to-consumer revenue and a 39.5% increase in wholesale revenue driven by a 100% increase in third-party stores that sold our products as compared to the same period last year.
Cost of Revenues
The cost of revenues increased $19.6 million, or 39.6%, to $69.2 million for the three months ended March 31, 2020 from $49.6 million for the three months ended March 31, 2019. The increase was primarily due to a $9.9 million increase in direct material costs, a $5.6 million increase in labor and overhead, and a $4.1 million increase in other costs, all associated with increased mattress sales. The gross profit percentage increased to 43.5% of net revenues in 2020 from 40.7% in 2019. The increase was primarily driven by efficiencies in operations and logistics and higher margins due to product and channel mix.
Marketing and Sales
Marketing and sales expenses increased $12.7 million, or 52.7%, to $36.7 million for the three months ended March 31, 2020 from $24.0 million for the year ended March 31, 2019. The increase was primarily due to an $8.2 million increase in advertising costs, a $2.5 million increase in other marketing and sales expenses, and a $2.0 million increase in marketing salaries related to an increase in personnel. The marketing and sales expense as a percentage of net revenue was 30.0% for the three months ended March 31, 2020. This is an increase from 28.7% for the three months ended March 31, 2019 due to lower marketing expenses incurred during the three months ended March 31, 2019 as a result of shifting of marketing expenses until later in 2019.
General and Administrative
General and administrative expenses increased $3.0 million, or 65.3%, to $7.5 million for the three months ended March 31, 2020 from $4.6 million for the three months ended March 31, 2019. The increase was primarily due to a $1.7 million increase in salaries related to an increase in personnel, $0.8 million increase in software subscriptions, legal fees and a new corporate building lease and $0.5 million increase in all other expenses.
Research and Development
Research and development costs increased $0.8 million, or 109.4%, to $1.4 million for the three months ended March 31, 2020 from $0.7 million for the three months ended March 31, 2019. The increase was primarily due to a $0.6 million in amortization of a one-year license agreement for innovative technology and a $0.2 million increase in salaries and wages and other R&D expenses as we added resources for new product innovation.
Operating Income
Operating income increased $2.7 million, or 56.5%, to $7.5 million for the three months ended March 31, 2020, from operating income of $4.8 million for the three months ended March 31, 2019. The increase was primarily due to increased sales and improved operational efficiencies, partially offset by increases in advertising and operating expenses.
Interest Expense
We incurred $1.4 million in interest expense for the three months ended March 31, 2020 including $1.2 million related to the Amended and Restated Credit Agreement and $0.2 million in other interest. The Amended and Restated Credit Agreement had an outstanding principal balance of $40.4 million at March 31, 2020. Interest accrues at a fixed rate of 12% and we have been historically capitalizing 7% interest and paying 5% interest in cash. In March 2020, we signed the first amendment to the Amended and Restated Credit Agreement that allows the Company to capitalize the full 12% interest, or approximately $1.2 million for the two quarterly payments due March 31 and June 20, 2020. This was part of an effort to reduce cash disbursements during the current COVID-19 pandemic. Interest expense was $1.1 million for the three months ended March 31, 2019. The portion relating to the Amended and Restated Credit Agreement was $1.0 million of which $0.6 million was paid-in-kind through additions to the principal amount and $0.4 million was paid in cash. In addition, we incurred discounts and debt issuance costs related to the debt in the amount of $0.1 million which was amortized to interest expense as non-cash interest.
28
Loss on November 6, 2017.Extinguishment of Debt
In February 2019, in conjunction with the Incremental Loan under the Amended and Restated Credit Agreement, we determined that the amended debt terms resulted in substantially different terms for a portion of the existing debt and therefore was required to be accounted for as an extinguishment of a portion of the existing debt. Accordingly, we recognized a non-cash loss on the extinguishment of a portion of the existing debt of approximately $6.3 million. This was a non-cash expense primarily associated with the recognition of related unamortized debt discount and debt issuance costs and the fair value of the Incremental Loan Warrants issued.
Change in Fair Value – Warrant Liabilities
The Incremental Loan Warrants issued in conjunction with the Amended and Restated Credit Agreement are classified as liabilities and recorded at fair value on the date of the transaction and subsequently re-measured to fair value at each reporting date with changes in the fair value included in earnings. A decrease in fair value for the three months ended March 31, 2020 resulted in a non-cash gain in the amount of $13.6 million recorded in earnings for the period. The decrease in the fair value of the Incremental Loan Warrants as of March 31, 2020 was due primarily to the decrease in our stock price and a change in probability that the Pearces will reduce their ownership interest below 50% triggering a change in the exercise price of the outstanding Incremental Loan Warrants.
Income Tax Benefit
Our income tax benefit was $0.3 million for the three months ended March 31, 2020, compared to no income tax expense for the three months ended March 31, 2019. Our tax benefit for 2020 is due to the normal accrual of income taxes using the AETR approach, offset by discrete tax benefits related to the effects of the CARES Act.
Noncontrolling Interest
As a result of entering into the Merger Agreement, the Company will have until February 5, 2018 to complete the Business Combination. However, there can be no assurances thatCombination in 2018, we attribute net income or loss to the Company will completeClass B units in Purple LLC, owned by InnoHold and other parties, as a noncontrolling interest at their aggregate ownership percentage. At March 31, 2020, this ownership percentage was approximately 56%, a decrease from approximately 82% at March 31, 2019. This decrease was the Business Combination. See “Risk Factors”result of the exchange of 13.7 million Paired Securities for Class A Stock since March 31, 2019, mostly attributed to InnoHold’s secondary public offering concluded in our Annual Report on Form 10-K filed on March 14, 2017November and Part II Other Information, Item 1A Risk Factors and in the preliminary proxy statement filed by the Company on November 6, 2017.December 2019.
Liquidity and Capital Resources
As indicated
Our primary cash needs have historically consisted of working capital, capital expenditures and debt service. Our working capital needs depend upon the timing of cash receipts from sales, payments to vendors and others, changes in the accompanying financial statements, at September 30, 2017,inventories, and capital and operating lease payment obligations. We had working capital of $30.3 million as of March 31, 2020, and we had approximately $374,000working capital of $27.3 million as of December 31, 2019. During the three months ended March 31, 2020, our accounts receivable decreased by $5.4 million mainly due to a decrease in cash. We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you thatwholesale revenue and our plans to complete our Business Combination will be successful.
Results of Operations
For the period from May 19, 2015 (inception) through September 30, 2017 our activities consisted of formation and preparation for the Public Offering and, subsequentaccounts payable decreased by $13.1 million due to the Public Offering, locatingtiming of payments. Our capital expenditures primarily relate to acquiring and completing a suitable Business Combination.maintaining manufacturing equipment and expanding capacity. Our operating costscash used for capital expenditures was $4.5 million for the three months ended September 30, 2017March 31, 2020. We financed these capital expenditures through cash provided by operating activities. As a result of the COVID-19 pandemic, we have taken a number of precautionary measures to manage our resources and 2016 were approximately $937,000mitigate the adverse impact of the pandemic. Given the difficultly in predicting how long this pandemic will persist and $227,000, respectively,its full impact, we continue to look at all opportunities to preserve liquidity. We are temporarily reducing our capital spend by delaying all non-maintenance related projects and are largely associated withinvestments in non-essential initiatives and headcount additions until we have better visibility into when conditions may normalize. Other proactive steps have been taken to carefully manage cash and quickly and prudently respond to the rapidly changing circumstances including temporarily furloughing a portion of our governancepermanent workforce, temporarily deferring a portion of the cash compensation of Senior Executives and public reporting, insurance, as well as state franchise taxesall the cash compensation of approximately $25,000members of our Board of Directors, and $25,000, respectively,limiting other discretionary expenses. We also entered into an amendment to our Amended and chargesRestated Credit Agreement to allow the Company to defer 5% of $10,000 per monththe interest for quarterly payments due during the first two quarters of 2020. In addition, our receivables from our Sponsor for administrative services as well as,wholesale partners remain healthy. Most of our wholesale partners continue to make payments in accordance with their original contract terms and remain current on their outstanding balances. As a result of our precautionary measures, continued payments from wholesale customers, and our strong DTC sales, our cash balance at April 30, 2020 was $62.5 million. Subject to certain assumptions regarding the threeduration and nine months ended September 30, 2017, approximately $700,000severity of costs associatedthe COVID-19 pandemic, and our responses thereto, based on our current projections we believe our cash on hand, along with the potential initialongoing cash generated from our DTC business combination and extension. Our operating costseventual resumption and ramp up of store operations, will be sufficient to cover our working capital requirements and anticipated capital expenditures for the nine months ended September 30, 2017 and 2016 were approximately $1,421,000 and $486,000, respectively, and are largely associated with our governance and public reporting, insurance, as well as state franchise taxes of approximately $75,000 and $75,000, respectively, and charges of $10,000 per month from our Sponsor for administrative services as well as, in the nine months ended September 30, 2017, approximately $900,000 of costs associated with the extension agreement, the Sequel Business Combination and the Business Combination. Interest income earned on our U.S. government treasury bills totaled approximately $294,000 and $735,000 during the three and nine months ended September 30, 2017, respectively, and approximately $93,000 and $258,000 during the three and nine months ended September 30, 2016. The increase in interest income in the three and nine months ended September 30, 2017, despite a reduction in the funds in the Trust Account due to redemptions in August 2017, results from the higher yields on U.S. government treasury bills compared to the three and nine months ended September 30, 2016.
During the three and nine months ended September 30, 2017 the Company received a $2,500,000 fee for releasing a third party from a non-circumvention agreement with the Company relating to the Sequel Business Combination. In connection with the receipt of this payment by the Company, the Company paid down approximately $2,250,000 of accrued liabilities relating to that business combination, including the Sponsor Note for $1,200,000 together with approximately $57,000 of accrued interest
The provision for income taxes for the three and nine months ended September 30, 2017 reflects the federal income taxes on income from the Trust Account, net of expenses that are currently deductible.
Liquidity and Capital Resourcesnext 12 months.
On August 4, 2015, we consummatedMarch 27, 2020, the Public Offering of an aggregate of 15,525,000 units (including the full exercisePresident of the underwriters’ over-allotment option)United States signed the Coronavirus Aid Relief, and Economic Security (CARES) Act into law. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. We are evaluating the applicability of the CARES Act to the Company, and the potential impacts on our business. While we may determine to apply for certain relief programs provided under the CARES Act, there is no guarantee that we will meet any eligibility requirements to participate in such programs or, even if we are able to participate, that such programs will provide meaningful benefit to our business.
On January 28, 2019, Purple LLC entered into the First Amendment, which amended the Credit Agreement. In the First Amendment, Purple LLC agreed to enter into the Amended and Restated Credit Agreement under which the Lenders agreed to provide an incremental loan of $10.0 million such that the total amount of principal indebtedness provided to Purple LLC was increased to $35.0 million. A stockholder meeting was held on February 25, 2019 at which time a majority of non-interested stockholders voted in favor of this transaction. Accordingly, the Amended and Restated Credit Agreement, and each related document, was closed and an incremental loan of $10.0 million was funded. In addition, we issued to the Lenders warrants to purchase 2.6 million shares of the Company’s Class A Stock at a price of $10.00$5.74 per unit generating grossshare, subject to certain adjustments. On February 26, 2019, we received approximately $9.2 million in proceeds of approximately $155,250,000 before underwriting discountsafter debt issuance costs and expenses. Simultaneouslyfees. For additional information regarding our credit agreement with the consummation of the Public Offering, we consummated the private placement of 12,815,000 Private Placement Warrants, each exercisableColiseum, refer to purchase one-half of one share Note 8 —Long-Term Debt, Related Partyof our common stock at $5.75 per half share ($11.50 per whole share), to the Sponsor, at a price of $0.50 per Private Placement Warrant, generating gross proceeds, before expenses, of approximately $6,408,000. We received net proceeds from the Public Offering and the sale of the Private Placement Warrants of approximately $156,550,000, net of the non-deferred portion of the underwriting commissions of $4,658,000 and offering costs and other expenses of approximately $450,000. $155,250,000 of the proceeds from the Public Offering and the concurrent private placement were deposited into the Trust Account and are not available to us for operations (other than amounts identified for payment of taxes).condensed consolidated financial statements.
UntilDebt service for the consummationthree months ended March 31, 2020 totaled $1.2 million and consisted of interest paid in-kind on the Public Offering,Amended and Restated Credit Agreement as well as principal and interest payments on certain capital leases.
In the Company’s onlyevent our cash flow from operations or other sources of liquidity werefinancing are less than anticipated, we believe we will be able to fund operating expenses based on our ability to scale back operations, reduce marketing spend and postpone or discontinue our growth strategies. In such event, this could result in slower growth or no growth, and we may run the initial purchaserisk of Founder Shares for $25,000 bylosing key suppliers, we may not be able to timely satisfy customer orders, and we may not be able to retain all of our employees. In addition, we may be forced to restructure our obligations to current creditors or pursue work-out options.
If cash flow from operations or available financing under the Sponsor,Amended and Restated Credit Agreement are not sufficient to fund our operating expenses or our growth strategies, we may need to raise additional capital. Our ability to obtain additional capital on acceptable terms or at all is subject to a totalvariety of $225,000 loaned byuncertainties, including instability in the Sponsor againstcredit and financial markets resulting from the COVID-19 pandemic and approval from the Lenders. Adequate financing may not be available or, if available, may only be available on unfavorable terms. The U.S. government has recently announced that it is establishing a Main Street Lending Program to support lending to small and medium-sized businesses. However, there is no guarantee that we will be eligible to participate in such program or that, if we are eligible to participate, that we will receive any benefits under this program. Further, the Main Street Lending Program imposes restrictions on how funds received are used that would limit our ability to operate our business. The restrictive covenants in the Amended and Restated Credit Agreement may make it difficult to obtain additional capital on terms that are favorable to us, and the Lenders may not agree to lend us additional funds. There is no assurance we will obtain the capital we require. As a result, there can be no assurance that we will be able to fund our future operations or growth strategies. In addition, future equity or debt financings, including under the Amended and Restated Credit Agreement, may require us to also issue warrants or other equity securities that are likely to be dilutive to our existing stockholders. Newly issued securities may include preferences or superior voting rights or, as described above, may be combined with the issuance of an unsecured promissory note. These loans were non-interest bearingwarrants or other derivative securities, which each may have additional dilutive effects. Furthermore, we may incur substantial costs in pursuing future capital and were paid in full on August 4, 2015 in connection with the closing of the Public Offering.
On January 12, 2017, the Company issued a promissory note to the Sponsor (the “Sponsor Note”). The note permitted the Company to borrow money from time to time from the Sponsor in an aggregate principal amount of up to $1,200,000 with an interest rate of 7.5% per annum. During January 2017, the Company borrowed $1,200,000 under the note. The Company used the proceeds from such borrowings for ongoing operationalfinancing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and certain other costs. We may also be required to recognize non-cash expenses in connection with the Company’s Initial Business Combination. The note was repaid, together with approximately $57,000 of accrued interest,certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition. If we cannot raise additional funds on September 5, 2017.
On September 1, 2017, the Company received a $2,500,000 fee in exchange for releasing a third party from a non-circumvention agreement with the Company relatingfavorable terms or at all, we may not be able to the Sequel Business Combination. In connection with the receipt of this payment by the Company, the Company paid down approximately $2,250,000 of accrued liabilities relating to that business combination, including the Sponsor Note for $1,200,000 together with approximately $57,000 of accrued interest.
During the nine months ended September 30, 2017, approximately $137,000 of cash was provided from operations and we drew down, and then paid off, $1,200,000 under the Sponsor Note. At September 30, 2017, we had approximately $374,000 of cash available outside of the Trust Account to fund our search for a Business Combination. We have had discussions with memberscarry out all or parts of our Sponsor about providing up to $1.0 million of additional financinglong-term growth strategy, maintain our growth and competitiveness or continue in the form of loans or advances to fund expenses incurred in connection with the consummation of an Initial Business Combination, but there are no agreements for such financing currently in place. We believe that we will have sufficient resources, assuming receipt of the additional financing from our Sponsor, which is not currently in place, to fund our operations and our search for a Business Combination through the period that ends with our liquidation.
Subsequent to September 30, 2017, on November 1, 2017, the Company executed the Second Sponsor Note for up to $1,000,000 to cover certain Business Combination fees and expenses. The Second Sponsor Note does not bear interest and can be drawn down in any amount upon five business days' notice to the Sponsor. On November 2, 2017, the Company drew $600,000 under the Second Sponsor Note. Under the Second Sponsor Note, the Company has the option to convert any unpaid balance into shares of common stock based on a share price of $10.00 per share. The Sponsor is also entitled to receive a capital commitment fee in the amount of $50,000 in consideration of its agreement to commit to make the loan to the Company. The Second Sponsor Note is repayable in full upon the earliest to occur of: (i) the consummation of the Business Combination, (ii) February 28, 2018 and (iii) the date that the winding up of the Company is effective.
Off-balance sheet financing arrangementsbusiness.
We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.
Contractual obligations
At September 30, 2017, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. In connection with the Public Offering, in July 2015 we entered into an Administrative Services Agreement with our Sponsor, pursuant to which the Company pays $10,000 per month for office space, utilities and administrative support. At September 30, 2017, the condensed balance sheet includes $20,000 of fees accrued but not paid under the Administrative Services Agreement. Upon the earlier of the completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying the monthly fee.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has identified the following as its critical accounting policies:
Emerging Growth Company
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply withmake certain payments to InnoHold under the new or revised financial accounting standards. The JOBS Act provides thatTax Receivable Agreement, which payments may have a company can electmaterial adverse effect on our liquidity and capital resources. We are currently unable to opt outdetermine the total future amount of these payments due to the extended transition period and comply withunpredictable nature of several factors, including the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt outtiming of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,future exchanges, the Company, as an emerging growth company, can adopt the new or revised standardmarket price of shares of Class A Stock at the time private companies adopt the new or revised standard.
Net Income (Loss) Per Common Share
The Company complies with the accounting and disclosure requirements in ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Shares of common stock subject to possible redemption at September 30, 2017 have been excluded from the calculation of basic income per share for the three and nine months ended September 30, 2017 since such shares, if redeemed, only participate in their pro rata share of the Trust Account. The Company has not consideredexchanges, the effect of warrants sold in the Public Offeringextent to which such exchanges are taxable and the concurrent private placement to purchase 14,170,000 shares of common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrenceamount and timing of future events.
Financial Instruments
The fair valuetaxable income sufficient to utilize tax attributes that give rise to the payments under Tax Receivable Agreement. As of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized forMarch 31, 2020, the estimated future tax consequences attributablepayments under the Tax Receivable Agreement are $37.5 million. The liability has not been recorded as of the three months ended March 31, 2020 due to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At September 30, 2017 and December 31, 2016, the Company has a deferred tax asset of approximately $450,000 and $225,000, respectively, related to net operating loss carryforwards (which begin to expire in 2035) and start-up costs. Management has determined that a full valuation allowance ofon the deferred tax asset is appropriate at this time.representing the step-up in tax basis resulting from the exchanges thus far. However, in 2019 and 2020, the Company realized cash tax benefits under the Tax Receivable Agreement. As such, we have recorded a Tax Receivable Agreement liability of $0.8 million.
Redeemable Common Stock
All of the shares of common stock sold as part of the Units in the Public Offering contain a redemption feature which allowsCash Flows for the redemption of such common stock under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemptionThree Months Ended March 31, 2020 and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company does not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001.2019
The Company recognizes changesfollowing summarizes our cash flows for the three months ended March 31, 2020 and 2019 as reported in redemption value immediatelyour condensed consolidated statements of cash flows (in thousands):
| Three Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| Net cash used in operating activities | $ | (261 | ) | $ | (8,290 | ) | ||
| Net cash used in investing activities | (6,848 | ) | (996 | ) | ||||
| Net cash provided by financing activities | 9 | 9,236 | ||||||
| Net decrease in cash | (7,100 | ) | (50 | ) | ||||
| Cash, beginning of the period | 33,478 | 12,232 | ||||||
| Cash, end of the period | $ | 26,378 | $ | 12,182 | ||||
Three months ended March 31, 2020 Compared to the Three months ended March 31, 2019
Cash used in operating activities was $0.3 million for the three months ended March 31, 2020, a decrease of $8.0 million from cash used in operating activities of $8.3 million during the three months ended March 31, 2019. This decrease in cash used by operations was due mainly to increased operating income, a decrease of $5.5 million in inventory and a decrease of $5.4 million in accounts receivable partially offset by a $13.2 million decrease in accounts payable during the three months ended March 31, 2020 compared to lower operating income, an increase of $9.4 million in accounts receivable and an increase in inventory of $2.4 million during the three months ended March 31, 2019 Operating income increased $2.7 million for the three months ended March 31, 2020 over the three months ended March 31, 2019 as they occura result of improved operational efficiencies and adjustslower costs in production.
Cash used in investing activities was $6.8 million for the carrying valuethree months ended March 31, 2020, an increase of $5.8 million from cash used in investing activities of $1.0 million during the securitythree months ended March 31, 2019. This increase is due mainly to equal the redemption value at the endincrease in purchases of each reporting period. Increases or decreasesproperty and equipment and a one-year license agreement.
Cash provided by financing activities was $0.0 million in the carrying amountthree months ended March 31, 2020, a decrease of redeemable common stock are affected$9.2 million from cash provided by charges against additional paid-in capital.financing of $9.2 million during the three months ended March 31, 2019. The cash provided in 2019 was due to the $10.0 million in funds received from the Amended and Restated Credit Agreement, partially offset by $0.8 million in debt issuance cost and other financing payments.
RecentCritical Accounting PronouncementsPolicies
Management does not believe that any recently issued, but not yet effective,For a description of our critical accounting pronouncements, if currently adopted, would have a material effect on the Company’spolicies, refer to Note 2 —Summary of Significant Accounting Policies of our condensed consolidated financial statements.
Contractual Obligations
In April 2020, the Company and TNT Holdings entered into an amendment to the lease agreement on the Alpine, Utah facility. Under the current lease, TNT Holdings is allowed to charge the cost of the commercial general liability insurance to the Company. This amendment gives the Company an insurable interest that allows us to obtain the insurance directly, thereby controlling the cost of insurance, and name TNT Holdings as a co-insured. The amendment is included as Exhibit 10.1 to this Quarterly Report on Form 10-Q.
Seasonality and Cyclicality
We believe that sales of our products are typically subject to seasonality corresponding to different periods of the consumer spending cycle, holidays and other seasonal factors. Our sales may also vary with the performance of the broader economy consistent with the market.
Available Information
Our website address is www.purple.com. We make available free of charge on the Investor Relations portion of our website, investors.purple.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.
We also use the Investor Relations portion of our website, investors.purple.com, as a channel of distribution of additional Company information that may be deemed material. Accordingly, investors should monitor this channel, in addition to following our press releases, Securities and Exchange Commission filings and public conference calls and webcasts. The contents of our website shall not be deemed to be incorporated herein by reference.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We were incorporated in Delaware on May 19, 2015 for the purpose of effecting a Business Combination. As of September 30, 2017, we had not commenced any operations or generated any revenues. All activity through September 30, 2017 relates to our formation and our Public Offering and subsequent to that, locating and completing a suitable Business Combination. Subsequent to the Public Offering, $155,250,000 of the net proceeds of the Public Offering and the private placement that closed on August 4, 2015 were deposited into a Trust Account that invests solely in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U. S. government obligations. At September 30, 2017, the Trust Account is invested primarily in U.S. government treasury bills. Therefore, we do not believe there is currently a material interest rate risk. On August 3, 2017, in connection with stockholder approval of the Company’s Amended and Restated Certificate of Incorporation, stockholders representing 3,416,480 shares elected to redeem their shares for a pro rata share of the amount in the Trust Account resulting in approximately $34,269,000 removed from the Trust Account in connection with such redemptions at a redemption value of approximately $10.03 per share.Not Applicable.
ITEM 4.CONTROLS AND PROCEDURES
As an emerging growth company, we are exempt from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act of 2002.
(a) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in companyour reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer,Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15Based upon this evaluation, and 15d-15 under the Exchange Act,above criteria, our Chief Executive OfficerCEO and Chief Financial Officer carried out an evaluation ofCFO concluded that the effectiveness of the design and operation of ourCompany’s disclosure controls and procedures are effective as of September 30, 2017. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.March 31, 2020.
(b) Changes in Internal Control overControls Over Financial ReportingReporting.
During the three months ended September 30, 2017, there hasThere have been no changechanges in our internal control over financial reporting that hasoccurred during the three months ended March 31, 2020 that have materially affected, or isare reasonably likely to materially affect, our internal controlcontrols over financial reporting.
PART II —II. OTHER INFORMATION
None.The Company is from time to time involved in various claims, legal proceedings and complaints arising in the ordinary course of business. Please refer to Note 11 —Commitments and Contingencies and Note 18– Subsequent Events to the condensed consolidated financial statements contained in this report and to Part I, Item 3 of our Annual Report on Form 10-K filed on March 11, 2020 for certain information regarding our legal proceedings.
As of the date of this Report,Except as described below, there have been no material changes tofrom the risk factors previously disclosed in our Annual Report on Form 10-K for the period ended December 31, 2016 except we may disclose changes to such factors or disclose additional factors from time to time in our future filingsfiled with the SEC including those risks included in the preliminary proxy statement filed by the CompanySecurities and Exchange Commission on November 6, 2017.March 9, 2020.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSThe ongoing COVID-19 pandemic and responses thereto have adversely affected and we expect will continue to adversely affect aspects of our business operations, including, among other things, our supply chain, workforce, and liquidity.
None.In December 2019, a novel strain of coronavirus, SARS-CoV-2, was reported to have surfaced in Wuhan, China. Since then, SARS-CoV-2, and the resulting disease, COVID-19, has spread to multiple countries, including the United States and all of the primary markets where we conduct business. On March 10, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, and the U.S. government-imposed travel restrictions on travel between the United States and Europe for a 30-day period. Further, on March 13, 2020, the President of the United States declared the COVID-19 pandemic a national emergency, invoking powers under the Stafford Act, the legislation that directs federal emergency disaster response. Almost all U.S. states and many local jurisdictions have issued, and others in the future may issue, “shelter-in-place” orders, quarantines, executive orders and similar government orders, restrictions, and recommendations for their residents to control the spread of COVID-19. Such orders, restrictions and recommendations, and the perception that additional orders, restrictions or recommendations could occur, have resulted in widespread closures of businesses not deemed “essential,” work stoppages, slowdowns and delays, work-from-home policies, travel restrictions and cancellation of events, as well as record declines in stock prices, among other effects. We continue to monitor our operations and government mandates and may elect or be required to temporarily close our offices to protect our employees, and limit our access to customers and limit customer use of our products as they are required to prioritize resources to address the public healthcare needs arising from the COVID-19 pandemic. The disruptions to our activities and operations will negatively impact our business, operating results and financial condition. There is a risk that government actions, or lack thereof, will not be effective at containing COVID-19, and that government actions or inactions, including the orders and restrictions described above and premature lessening of those restrictions, that are intended to contain the spread of COVID-19 while also minimizing harm to the economy, will have a devastating negative impact on the world economy at large, in which case the risks to our sales, operating results and financial condition described herein would be elevated significantly.
ITEM 3. DEFAULTS UPON SENIOR SECURITIESThe duration of the COVID-19 pandemic’s impact on our business may be difficult to assess or predict. The widespread pandemic has resulted, and may continue to result for an extended period, in significant disruption of global financial markets, reducing our ability to access capital, which would negatively affect our liquidity. While we have taken certain actions to manage our available cash, including temporarily reducing production schedules to match demand, temporarily furloughing a portion of our workforce, temporarily deferring 25% of the cash compensation of our Senior Executive and all cash compensation of our Board of Directors, and temporarily delaying non-maintenance capital expenditure projects and investments in non-essential initiatives, there is no guarantee that such measures will be successful in effectively managing our resources and mitigating the negative impact of the COVID-19 pandemic on our business and operating results. In addition, there is a risk that such actions could limit our ability to timely respond to changes in consumer demand for our products. Further, if we are unable to complete capital expenditure projects or investments in the future, we will be unable to grow our business, and our results of operations and financial condition will be adversely affected.
None.Further, quarantines or government reaction or shutdowns for COVID-19 could disrupt our supply chain. Travel and import restrictions may also disrupt our ability to manufacture or distribute our products. Any import or export or other cargo restrictions related to our products or the raw materials used to manufacture our products would restrict our ability to manufacture and ship products and harm our business, financial condition and results of operations. Our key personnel and other employees could also be affected by COVID-19, potentially reducing their availability. In addition, the government responses to COVID-19 or the procedures we take to mitigate its effect on our workforce could reduce the efficiency of our operations or prove insufficient to mitigate the adverse impact of COVID-19 on our business. We may delay or reduce certain capital spending and related projects until the travel and logistical impacts of COVID-19 are lifted, which will delay the completion of such projects.
ITEM 4. MINE SAFETY DISCLOSURESEven after initial quarantines and other government restrictions are scaled back, there is risk that we will be unable to return to normal production and operations in a timely manner, due to, among other things, disruptions and delays in our supply chain, reduced demand in our wholesale and DTC channels, and difficulties in ramping up our own operations. We may also experience disputes with our suppliers and/or customers as a result of such difficulties. Further, there may be subsequent outbreaks of COVID-19 that could disrupt our operations. In addition, as employees return to work, we may face claims by such employees or regulatory authorities that we have not provided adequate protection to our employees with respect to the spread of COVID-19 at our facilities.
None.The global outbreak of COVID-19 continues to rapidly evolve. The ultimate impact of the COVID-19 outbreak is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business or the global economy as a whole. However, these effects have harmed our business, financial condition and results of operations in the near term and could have a continuing material impact on our operations, sales and ability to continue as a going concern. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this ‘‘Risk Factors’’ section, such as those relating to our high level of indebtedness, our need to generate sufficient cash flows to service our indebtedness and our ability to comply with the covenants contained in the agreements that govern our indebtedness.
Customer demand for and our ability to sell and market our products, particularly within our wholesale business, have been and we expect will continue to be adversely affected by the COVID-19 pandemic and responses thereto.
The COVID-19 pandemic has created significant uncertainty in our business, slowed our anticipated wholesale partner and showroom plans and has resulted in a contraction of our wholesale business due to temporary shutdowns of non-essential businesses and shelter-at-home directives in most U.S. states. The future impact to our wholesale partners and consumer demand from the COVID-19 pandemic or a future health epidemic or other outbreak occurring in other locations, particularly in North America, is unknown. If we fail to anticipate changes in demand or consumer behavior resulting from the COVID-19 pandemic it could adversely affect our business or operating results.
If sales in our wholesale channel continue at depressed levels or further decline, including as a result of stay-at-home orders or temporary closures of our wholesale partners’ stores, our business will be adversely affected. Moreover, we may be impacted by difficulties experienced by our wholesale partners as a result of the COVID-19 pandemic, including disruptions in their supply chains, their liquidity challenges and their ability to keep open or reopen retail locations. In addition, while in the quarter ended March 31, 2020 we experienced an increase in demand for our products through our DTC channel, there can be no guarantee that sales through our DTC channel will continue to increase or will not decline.
We may not be eligible to participate in the relief programs provided under the recently adopted Coronavirus Aid Relief, and Economic Security (CARES) Act and even if we are eligible we may not realize any material benefits from participating in such programs.
On March 27, 2020, the President of the United States signed the Coronavirus Aid Relief, and Economic Security (CARES) Act into law. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. We are evaluating the applicability of the CARES Act to the Company, and the potential impacts on our business.
While we may determine to apply for programs available under the CARES Act, there is no guarantee that we will meet any eligibility requirements to participate in such programs or, even if we are able to participate, that such programs will provide meaningful benefit to our business.
In addition to the CARES Act in connection with the COVID-19 pandemic, the U.S. government and state/local governments may offer programs intended to assist employers. We may fail to qualify for or take advantage of such COVID-19 relief programs, which may have a negative impact on our business. In the event we obtain financing through a government COVID-19 stimulus program, such financing may impose additional restrictions on our business and how those funds are used, such as bringing employees back from furlough even if production levels remain reduced, restrictions on the payment of distributions or dividends and limits on executive pay that could adversely affect our ability to recruit and retain qualified key employees.
We have engaged in significant related-party transactions with affiliates and owners that may give rise to conflicts of interest, result in losses to the Company or otherwise adversely affect our operations and the value of our business.
We have engaged in numerous related-party transactions involving controlling persons and officers of the Company, as well as with other entities affiliated with controlling persons. Several of these transactions were entered into prior to the Business Combination. For example, since 2010, we have leased our facilities in Alpine, Utah from TNT Holdings, which is owned by Tony Pearce and Terry Pearce. As we grow, and our needs change, we may need to negotiate a termination or modification of this lease, and we have recently amended this lease to shift responsibility from TNT Holdings to the Company for arranging certain types of insurance. We have leased a new facility in Lehi, Utah and moved our headquarters into that building during the first quarter 2020. We currently intend to continue to lease the building in Alpine, Utah from TNT Holdings and use it as a facility for production, research and development and video productions. We also may at some time purchase this Alpine facility from TNT Holdings. Tony and Terry Pearce, either personally or through one or more of their other entities, also have tangible property located in this Alpine facility that has not been clearly identified and separated from our property. Although we expected this tangible property to be either removed or identified and separated in 2019, this has not yet occurred. Tony and Terry Pearce pay no rent or other compensation to us to store such property in our leased facility. While there is currently no dispute over the lease, and we do not anticipate a dispute, there could arise in the future a dispute between the Company and Tony and Terry Pearce over this lease, or ownership of the property located at this facility.
Prior to the Business Combination, we also entered into an Amended and Restated Confidential Assignment and License Back Agreement with EdiZONE, an entity beneficially owned and controlled by Tony Pearce and Terry Pearce through their ownership of TNT Holdings, pursuant to which EdiZONE transferred tangible and intellectual property to us and we licensed back to EdiZONE certain intellectual property previously licensed by EdiZONE to third parties prior to the Business Combination in order to enable EdiZONE to continue to meet certain pre-existing license obligations to those third parties. EdiZONE and the Pearces have agreed to not modify or extend these third-party licenses and to not enter new third-party licenses. As these third-party license obligations end all rights under the license revert to the Company. These third parties include direct competitors to us that at the time of the Business Combination were not selling products through retail channels in which we were selling our products. One of these third parties is now a domestic competitor of ours, as it now sells mattresses through some of the same retailers through which we also sell our products. This competitor’s sales revenues are increasing, resulting in increasing royalties paid to EdiZONE from this licensee. Another third-party licensee may make it difficult for us to expand into certain geographic regions, such as the European Union. Casey McGarvey, our Chief Legal Officer, is also entitled to receive a small percent of such royalties from EdiZONE related to these third-party licenses, in accordance with a small investment made in EdiZONE years before the Business Combination. While the current license back to EdiZONE, as recently amended following the Business Combination, is much narrower than the license that existed at the time of the Business Combination, these third-party licenses, including licenses by EdiZONE to our competitors, may lead to conflicts of interest between us and our insiders receiving royalties. At the time this agreement with EdiZONE was first entered into, Purple LLC had only Tony and Terry Pearce as directors. Subsequent to the Business Combination, the license to EdiZONE was amended to broaden our rights and narrow EdiZONE’s rights with the approval of our independent directors.
Prior to the Business Combination, we also entered into a Shared Services Agreement with other entities controlled by Tony Pearce and Terry Pearce, including EdiZONE, which covered the provision of services to these entities by our employees. The Shared Services Agreement was terminated by us effective July 24, 2019. No legal or accounting services were provided by Purple LLC during 2019 prior to this termination.
Prior to the Business Combination, InnoHold, an entity owned by Terry and Tony Pearce and our controlling stockholder, also granted equity incentive awards in Purple LLC to certain key employees at that time. As a result of the structure of those awards being granted through a separate entity, the equity incentives were required, because of the structure of the Business Combination, to be exchanged for ownership units in InnoHold, to avoid those equity interests becoming of no value to the participants. Those participants’ ownership interests had certain restrictions, including vesting requirements. These equity incentives granted to key employees prior to the Business Combination are forfeited to the extent the grant to an employee is not yet fully vested at the time that such employee’s employment is terminated. Before and for a period of time since the Business Combination, all forfeitures occurring from departing employees have inured to the benefit of only the owners of InnoHold, and not all of our stockholders. This means that the forfeited equity did not increase our currently approved equity incentive pool. Because the forfeited equity resulting from these departures prior to this distribution was held at InnoHold, that forfeited equity did not replenish our equity incentive pool and could not be used for equity grants to those who have replaced and will replace these employees or for other purposes essential to the business. During 2019, to avoid future forfeitures from inuring only to the benefit of InnoHold’s owners, InnoHold distributed to the incentive participants their pro rata share of InnoHold’s ownership of Class B Stock in Purple Inc. and Class B Units in Purple LLC, after which any forfeitures would inure to the benefit of all of our stockholders. InnoHold distributed additional paired shares of Class B Stock in Purple Inc. and Class B Units in Purple LLC which also will be subject to the same vesting requirements and result in forfeitures inuring to the benefit of all shareholders. Our current equity incentive pool, as approved by the stockholders prior to the Business Combination in the 2017 Equity Incentive Plan, did not account for the departure, before this distribution by InnoHold, of such key employees who had existing equity grants through InnoHold, and there is a risk that we will have to seek approval from the Board and stockholders to refresh the equity incentive pool earlier than anticipated at the time of the Business Combination because of the unanticipated need to use shares from the existing pool to hire and retain other key employees needed to achieve the Company’s growth objectives. If the equity pool is not refreshed, there is a risk that we may not be able to hire and retain such key employees. If the equity pool is refreshed with authorized shares of the Company that are issued in accordance with our 2017 Equity Incentive Plan, our stockholders will be diluted. Also, this distribution by InnoHold to the equity incentive participants has caused us to incur administrative expenses related to the distributions, the management of the differing vesting schedules and compliance with their rights under the distribution agreements. In addition, the calculations of the distributive share and related income tax withholdings with respect to holders of InnoHold’s Class B Units, as well as the processes by which such distributions and withholdings are made, are highly complex. As a result, there is a risk that the recipients of such distributions or other third parties may claim that we have miscalculated the distribution or income tax withholding amounts or failed to timely pay the taxes. The cost of responding to such claims, including but not limited to the diversion of management’s attention from our operations and defense or settlement costs, could negatively impact our operations and financial results.
In connection with the Business Combination, Purple LLC also entered into a Credit Agreement with certain lenders which was guaranteed by Purple Inc. The lenders also are stockholders and warrant holders of the Company and appointed one director to serve on our Board, Adam Gray. Further, on February 26, 2019, the Amended and Restated Credit Agreement between Purple LLC and the Lenders thereto, and each of the related documents, including the issuance of additional warrants to the Lenders, was closed and an incremental loan was funded. On March 27, 2020, this Amended and Restated Credit Agreement was amended to allow Purple LLC at its election a 5% paid-in-kind interest deferral for the first two quarters of 2020. The exercise of rights under this Amended and Restated Credit Agreement by the Lenders may create conflicts of interest between us and Mr. Gray. Should additional credit be granted under the Amended and Restated Credit Agreement, we will be required to issue to the Lenders additional incremental warrants on similar terms which could cause additional dilution of all shareholders’ interests.
Disruption of operations in either of our two manufacturing facilities, including as a result of pandemics or natural disasters, could increase our costs of doing business or lead to delays in shipping our products.
We have two manufacturing plants, which are located in Alpine, Utah and Grantsville, Utah. Although we can produce some of our products at both sites, we have consolidated production of certain products at each site. Therefore, the disruption of operations of our manufacturing facilities, particularly where manufacturing has been consolidated, for a significant period of time, or even permanently, such as through a closure related to the COVID-19 pandemic or the loss of the lease, may increase our costs of doing business and lead to delays in shipping our products to customers. Such delays could adversely affect our sales, customer satisfaction, profitability, cash flows, liquidity and financial condition. Because both of our manufacturing plants are located within the same geographic region, regional economic downturns, natural disasters or other issues could potentially disrupt all of our manufacturing and other operating activities, which could adversely affect our business. On March 18, 2020, Magna, Utah was the epicenter of a 5.7 magnitude earthquake that was felt approximately 20 miles away at our Grantsville, Utah manufacturing plant but not felt at our Alpine, Utah manufacturing plant. Since that date, there have been approximately one-thousand aftershocks. Though no damage occurred at either manufacturing plant from the 5.7 earthquake or its aftershocks, continued or increased earthquake activity in the area could disrupt manufacturing and other operating activities, which could adversely affect our business.
We operate in a highly competitive Comfort Industry, and if we are unable to compete successfully, we may lose customers and our sales may decline.
The Comfort Industry market is highly competitive and fragmented. We face competition from many manufacturers (including competitors that primarily manufacture and import from China and other low-cost countries), traditional brick-and-mortar retailers and online retailers, including direct-to-consumer competitors. Participants in the Comfort Industry compete primarily on price, quality, brand name recognition, product availability and product performance and compete across a range of distribution channels. The highly competitive nature of the Comfort Industry means we are continually subject to the risk of loss of market share, loss of significant customers, reductions in margins, and the inability to acquire new customers.
A number of our significant competitors offer products that compete directly with our products. Any such competition by established manufacturers and retailers or new entrants into the market could have a material adverse effect on our business, financial condition and operating results. Comfort Industry manufacturers and retailers are seeking to increase their channels of distribution and are looking for new ways to reach the consumer. Like us, many newer competitors in the mattress industry have begun to offer “bed-in-a-box” or similar products directly to consumers through the Internet and other distribution channels. Some of our established competitors have begun to offer “bed-in-a-box” products as well. Many of our competitors source their products from countries such as China and Vietnam, where the costs may be lower than our costs. Companies providing for the distribution of mattresses online or through retail stores, such as Amazon and Walmart, also have begun to offer competing products in their respective channels. In addition, retailers outside the U.S. have integrated vertically in the furniture and bedding industries, and it is possible that retailers may acquire other retailers or may seek to vertically integrate in the U.S. by acquiring a mattress manufacturer.
Many of our current and potential competitors may have substantially greater financial support, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition, mature distribution methods, and more established relationships in the industry than we do and sell products through broader and more established distribution channels. These competitors, or new entrants into the market, may compete aggressively and gain market share with existing or new products, and may pursue or expand their presence in the Comfort Industry. We cannot be sure we will have the resources or expertise to compete successfully in the future. We have limited ability to anticipate the timing and scale of new product introductions, advertising campaigns or new pricing strategies by our competitors, which could inhibit our ability to retain or increase market share, or to maintain our product margins. Our current and potential competitors may secure better terms from vendors, adopt more aggressive pricing, and devote more resources to technology, infrastructure, fulfillment, and marketing. Also, due to the large number of competitors and their wide range of product offerings, we may not be able to continue to differentiate our products through value, styling or functionality from those of our competitors. Our products are also typically heavier than others and some markets we wish to expand into will not support delivery of our heavy products through parcel services or other affordable home delivery services, limiting our ability to serve the market.
One competitor, which has been a licensee of EdiZONE for over fifteen years, uses substantially similar technology to our Hyper-Elastic Polymer material and Purple Grid in its own mattress, topper and pillow products sold through branded retail stores domestically and in Canada. This competitor has been growing its sales and now distributes its products through wholesale partners with retail locations where our mattresses are sold. This competitor may continue to increase its sales and expand into additional distribution channels which could erode our sales in those retail locations and channels. The continuing growth of this single competitor could adversely affect our business.
A consolidation of the domestic market for foam may increase the prices for foam in the geographical market in which we purchase foam, which could adversely affect our business. We source a specialized type of foam from a supplier who is in bankruptcy, and the result of that litigation may affect our ability to continue to obtain that specialized foam and require us to modify our product offerings, lose sales or incur increased expenses that could adversely affect our cash flows, margins and profitability.
In addition, the barriers to entry into the retail bedding industry are relatively low. New or existing bedding retailers could enter our markets and increase the competition we face. Competition in existing and new markets may also prevent or delay our ability to gain relative market share. Any of the developments described above could have a material adverse effect on our planned growth and future results of operations.
We will face different market dynamics and competition as we develop new products to expand our presence in our target markets. In some markets, our future competitors may have greater brand recognition and broader distribution than we currently enjoy. We may not be as successful as our competitors in generating revenues in those markets due to the lack of recognition of our brands, lack of customer acceptance, lack of product quality history and other factors. As a result, any new expansion efforts could be costlier and less profitable than our efforts in our existing markets. If we are not as successful as our competitors are in our target markets, our sales could decline, our margins could be impacted negatively and we could lose market share, any of which could materially harm our business.
If we are unable to effectively compete with other manufacturers and retailers of mattresses, pillows and cushions, our sales, profitability, cash flows and financial condition may be adversely impacted.
The results of the U.S. Department of Commerce’s antidumping investigation could have a negative impact on our planned growth and future results of operations.
The U.S. Department of Commerce (the “Department”) previously opened an antidumping investigation into whether mattresses imported from China are being sold into the United States at below fair market value. The investigation results from a petition filed by U.S. mattress manufacturers claiming that in recent years Chinese exporters have unfairly made large gains in market share by undercutting prices. On May 29, 2019, the Department made a preliminary determination to impose import duties on Chinese exporters. On October 18, 2019, the Department made its final determination imposing import duties on exporters of Chinese mattresses. The U.S. International Trade Commission (the “ITC”) made its final injury determination on December 9, 2019. On December 16, 2019, the Department issued an antidumping duty order directing the U.S. Customs and Border Protection (“CBP”) to assess, upon further instruction by the Department, antidumping duties equal to the amount by which the normal value of the merchandise exceeds the export price, or constructed export price, of the subject merchandise for all relevant entries of mattresses from China. However, if the antidumping duties do not result in the prevention of dumping of underpriced Chinese mattresses into the U.S. market, or if the import duties enacted by the Department or the antidumping order issued by the ITC are removed, rescinded, or modified, we could experience or continue to experience a negative impact on our planned growth and the future results of operations.
In addition, in March 2020 several U.S. mattress manufacturers and two labor unions announced that they filed seven antidumping duty petitions and one countervailing duty petition with the Department charging that unfairly traded imports of finished mattresses from eight countries are causing material injury to the U.S. mattress industry. If the Department fails to open an investigation or fails to impose antidumping duties on the named exporting countries, we could experience continued negative impact on our planned growth and future results of operations.
Our business exposes us to personal injury, property damage and product liability claims, which could result in adverse publicity and harm to our brands and our results of operations.
We may be subject to personal injury, property damage and product liability claims for the products that we sell or related to the Company showrooms we will operate. Any personal injury, property damage or product liability claim made against us, whether or not it has merit, could be time consuming and costly to defend, resulting in adverse publicity, or damage to our reputation, and have an adverse effect on our results of operations. In addition, any negative publicity involving our vendors, employees, labor contractors, delivery contractors and other parties who are not within our control could negatively impact us.
Further, the products we sell are subject to regulation by the U.S. Consumer Product Safety Commission (“CPSC”) and similar state and international regulatory authorities. Such products could be subject to recalls and other actions by these authorities. Product safety concerns may require us to voluntarily remove selected products from our stores. Such recalls and voluntary removal of products can result in, among other things, lost sales, diverted resources, potential harm to our reputation and increased customer service costs, which could have a material adverse effect on our financial condition.
We have complied with CPSC regulations to voluntarily report our discovery of a potential defect in an accessory product supplied to us and some of our competitors by third parties which has resulted in some failures of the product to perform as intended and which could be determined to be a substantial product hazard for our customers. A handful of minor injuries have been reported, although no serious injuries have been substantiated as a result of such failures. We temporarily stopped selling this product while we investigated and worked with the CPSC to make sure appropriate action is taken. We independently developed an improvement to ensure that this product functions properly for the intended useful life, and the CPSC has concluded that we may implement our improvement on products previously purchased by our customers and in inventory. As a result, we will make this improvement available to our customers and begin selling this accessory product again. We anticipate at this time 50% of our customers who purchased this product will desire to receive our improvement which we will ship to them at no cost. Since we will incur the cost of this improvement, if our estimate is too low, we may incur additional expenses. Contacting customers with this improvement also may result in an increase in warranty claims or claims of injury or damage prior to receiving the improvement that has not yet been communicated to us. If a customer is harmed by a product failure there also could be litigation and expenses related to a claim of personal injury, which could harm our brand and reputation and negatively affect our operating results.
We have received notice from the CPSC of several purported consumer complaints regarding some of our products. While we believe such complaints to be baseless, in terms of the alleged harms and, in some cases, the individual’s actual use of our product, we are required to devote significant amounts of time, attention and other resources, including financial resources, to investigating and responding to such complaints. Further, because the complaints are available to the public, such complaints could result in adverse publicity or damage to our reputation and brand value and result in lower sales.
We maintain insurance against some forms of personal injury, property damage and product liability claims, but such coverage may not be adequate for liabilities actually incurred. A successful claim brought against us in excess of available insurance coverage, or any claim or product recall that results in significant adverse publicity against us, may have a material adverse effect on our sales, profitability, cash flows and financial condition.
Future sales of our Class A Stock by our existing stockholders may cause our stock price to fall.
The market price of our Class A Stock could decline as a result of sales by our existing stockholders in the market, or the perception that these sales could occur. These sales might also make it more difficult for us to sell equity securities at a time and price that we deem appropriate. In addition, subsequent public issuances of our stock would cause the interest of each current Purple Inc. stockholder to be diluted.
In connection with the Closing of the Business Combination, the founders, Tony and Terry Pearce, through InnoHold control the majority of the shares of Class B Stock of the Company which constituted over 56% of all ownership interests in the Company at March 31, 2020. The founders already have exchanged 11.5 million of their Class B Stock for Class A Stock and sold them. Also, at this time, CCP and Blackwell own a substantial percentage of the shares of Class A Stock of the Company and warrants for additional Class A Stock. Any of these shareholders may choose to sell shares of common stock. The founders particularly may decide to liquidate additional large portions of their interests. The amount of shares they are able to sell, if sold in large blocks or relatively close to each other in time, could result in downward pressure on the price of our Class A Stock.
There has not been an active trading market for our Class A Stock until recently. The trading volume of our Class A Stock has been relatively low on average, and only recently has been increasing, and a return to low trading volume could make it more difficult to sell a substantial number of shares at any point in time. This risk related to the lack of an active trading market also may make it more difficult for any shareholder to sell their shares, and until an active trading market becomes sustainable, it may make our stock less desirable to investors. InnoHold, CCP, Blackwell and CDF, who hold most of our common stock, may not sell shares, or sell enough shares, to increase the float to a point where a sustainable market develops. In March 2020, the Company filed a registration statement relating to a secondary offering by InnoHold, which registration statement has not yet been declared effective. After such registration statement was filed, the price of our Class A Stock declined. Uncertainty relating to the timing and number of shares involved in any offering by InnoHold under such registration statement may lead to uncertainty in the market and continued downward pressure on the price of our Class A Stock. Further, if the registration statement is declared effective and InnoHold determines to sell shares of Class A Stock thereunder, the number of shares actually sold may be insufficient to support an active market for our Class A Stock or may cause the price of our Class A Stock to decline.
Purple LLC’s level of indebtedness could adversely affect Purple LLC’s and our ability to meet its obligations under its indebtedness, react to changes in the economy or its industry and to raise additional capital to fund operations.
As of March 31, 2020, Purple LLC had total debt of $40.9 million outstanding, comprised of $40.4 million outstanding under the Amended and Restated Credit Agreement and $0.5 million in capital lease obligations. Under the existing Amended and Restated Credit Agreement, we were allowed to defer 7% of the 12% quarterly interest payments and add those deferred payments in the outstanding debt balance. In March 2020, Purple LLC entered into the First Amendment to the Amended and Restated Credit Agreement (the “Amendment”). The purpose of this Amendment is to allow Purple LLC to defer the remaining 5% of interest for the quarterly payments due March 31 and June 30, 2020 in an effort to reduce cash disbursements during the current COVID-19 pandemic. Pursuant to the Amendment, we are allowed to defer and capitalize the full amount of the interest payments due on March 31, 2020 and June 30, 2020. The Amendment will increase the total debt outstanding by approximately $1.1 million.
Our level of indebtedness could have important consequences to stockholders. For example, it could:
| ● | make it more difficult to satisfy our obligations with respect to our indebtedness, resulting in possible defaults on, and acceleration of, such indebtedness; |
| ● | increase our vulnerability to general adverse economic and industry conditions; |
| ● | require us to dedicate a substantial portion of our cash flows from operations to payments on indebtedness, thereby reducing the availability of such cash flows to fund working capital, capital expenditures and other general corporate requirements or to carry out other aspects of its business; |
| ● | limit our ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements or to carry out other aspects of our business; |
| ● | limit our ability to make material acquisitions or take advantage of business opportunities that may arise; and |
| ● | place us at a potential competitive disadvantage compared to our competitors that have less debt. |
We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility.
Although we may be entitled to tax benefits relating to additional tax depreciation or amortization deductions as a result of the tax basis step-up we receive in connection with the exchanges of Class B Units into our Class A Stock and related transactions, we will be required to pay InnoHold 80% of these tax benefits under the Tax Receivable Agreement.
InnoHold and other owners of Class B Units and shares of Class B Stock may, subject to certain conditions and transfer restrictions, exchange their Class B Units and shares of Class B Stock for shares of Class A Stock pursuant to the Exchange Agreement. The deemed exchanges in the Business Combination and any exchanges pursuant to the Exchange Agreement, are expected to result in increases in our allocable share of the tax basis of the tangible and intangible assets of Purple LLC. These increases in tax basis may increase (for tax purposes) depreciation and amortization deductions and therefore reduce the amount of income or franchise tax that we would otherwise be required to pay in the future, although the Internal Revenue Service (“IRS”) or any applicable foreign, state or local tax authority may challenge all or part of that tax basis increase, and a court could sustain such a challenge. As of March 31, 2020, there have been 13.7 million exchanges of Class B Units and shares of Class B Stock for shares of Class A Stock.
In connection with the Business Combination, we entered into the Tax Receivable Agreement, which generally provides for the payment by us to InnoHold of 80% of certain tax benefits, if any, that we realize as a result of these increases in tax basis and of certain other tax benefits related to entering into the Tax Receivable Agreement, including income or franchise tax benefits attributable to payments under the Tax Receivable Agreement. These payment obligations pursuant to the Tax Receivable Agreement are the obligation of the Company and not of Purple LLC. The actual increase in our allocable share of the Company’s tax basis in its assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price of shares of our Common Stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of our income. As of March 31, 2020, the Company’s preliminary estimate of the liability under the Tax Receivable Agreement resulting from the distribution of the cash consideration to InnoHold in connection with the Business Combination and tax basis increases as a result of the exchange of 13.7 million Paired Securities was approximately $37.5 million. Due to the full valuation allowance position of the Company, the potential Tax Receivable Agreement liability of $37.5 million has not been recorded with the exception of $0.8 million recorded as of March 31, 2020. This current Tax Receivable Agreement liability is the result of the Company’s realization of a portion of the tax benefit generated by the tax basis step-up adjustment. To the extent the Company realizes tax benefits in future years, or in the event of a change in future tax rates, or if payments under the Tax Receivable Agreement are required to be accelerated, this liability may exceed the estimated liability.
Because not all of the relevant factors described above are known at this time with respect to the exchanges that have occurred, and none of the relevant factors are known with respect to future exchanges (whether this year or in subsequent years), except as estimated above, we cannot yet with certainty determine the amounts (if any) that would or will be payable under the Tax Receivable Agreement. However, we expect that as a result of the possible size and frequency of the exchanges and the resulting increases in the tax basis of the tangible and intangible assets of Purple LLC, the payments under the Tax Receivable Agreement will be substantial and could have a material adverse effect on our financial condition. The payments under the Tax Receivable Agreement are not conditioned upon continued ownership of the Company by the holders of units.
InnoHold will not be required to reimburse us for any excess payments that may previously have been made under the Tax Receivable Agreement, for example, due to adjustments resulting from examinations by taxing authorities. Rather, excess payments made to such holders will be netted against payments otherwise to be made, if any, after the determination of such excess. As a result, in certain circumstances we could make payments under the Tax Receivable Agreement in excess of our actual income or franchise tax savings, if any, and we may not be able to recoup such excess, which could materially impair our financial condition and adversely affect our liquidity.
For illustrative purposes, if all of the 30.3 million Paired Securities outstanding as of March 31, 2020 were exchanged for shares of Class A Stock pursuant to the Exchange Agreement, and the fair market value of the Class A Stock were equal to $12.80 per share (the closing price of a share of our Class A Stock on May 8, 2020), our aggregate liability under the Tax Receivable Agreement would be, in addition to the estimated $37.5 million liability described above, approximately $138.4 million payable in estimated amounts ranging from $4 million to $9 million over a 15-year period. Of that approximately $138 million amount, approximately $97.2 million relates to the exchange of Paired Securities for the 29.2 million shares of Class A Stock into which the Paired Securities currently held by InnoHold are exchangeable. The foregoing estimate of our aggregate liability is based on certain assumptions, including that there are no changes in relevant tax law, that we are able to fully depreciate or amortize our assets, and that we recognize taxable income sufficient to realize the full benefit of the increased depreciation and amortization of our assets in each of the next 15 tax years. These assumptions may not be accurate with respect to all or any exchanges of Paired Securities for Class A Stock. As a result, the amount and timing of our actual aggregate liability under the Tax Receivable Agreement may differ materially from our estimates depending on a number of factors, including those described above and elsewhere in this report.
ITEM 5.OTHER INFORMATION
None.
| * | |
| (1) | Previously filed as an Exhibit to the Current Report on Form 8-K filed March 30, 2020 |
In accordance withPursuant 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 thereunto duly authorized.
| May 11, 2020 | By: | /s/ | |
| |||
| Joseph B. Megibow | |||
| Chief Executive Officer | ||
| (Principal Executive Officer) | |||
| Date: | May 11, 2020 | By: | /s/ Craig L. Phillips |
| Craig L. Phillips | |||
| Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) |
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