Document and Entity Information
Document and Entity Information - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Aug. 13, 2020 | |
Entity Registrant Name | Purple Innovation, Inc. | |
Entity Central Index Key | 0001643953 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-37523 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 36,625,998 | |
Class B Common Stock | ||
Entity Common Stock, Shares Outstanding | 17,381,935 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 95,402 | $ 33,478 |
Accounts receivable, net | 19,029 | 28,692 |
Inventories, net | 39,821 | 47,628 |
Prepaid inventory | 2,175 | 879 |
Other current assets | 5,195 | 3,442 |
Total current assets | 161,622 | 114,119 |
Property and equipment, net | 38,285 | 31,979 |
Intangible assets, net | 2,320 | 1,101 |
Deferred income taxes | 100,643 | |
Other long-term assets | 525 | 525 |
Total assets | 303,395 | 147,724 |
Current liabilities: | ||
Accounts payable | 51,424 | 50,240 |
Accrued sales returns | 11,949 | 7,271 |
Accrued compensation | 10,328 | 7,954 |
Customer prepayments | 8,338 | 6,258 |
Accrued sales tax | 6,741 | 5,602 |
Income tax payable | 8,498 | 274 |
Accrued rebates and allowances | 4,420 | 5,311 |
Other current liabilities | 9,520 | 3,955 |
Total current liabilities | 111,218 | 86,865 |
Long-term debt, related-party | 38,190 | 35,399 |
Warrant liabilities | 46,958 | 21,622 |
Tax receivable agreement liability, net of current portion | 78,076 | |
Other long-term liabilities, net of current portion | 11,484 | 8,570 |
Total liabilities | 285,926 | 152,456 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity (deficit): | ||
Class A common stock; $0.0001 par value, 210,000 shares authorized; 36,468 issued and outstanding at June 30, 2020 and 22,494 issued and outstanding at December 31, 2019 | 4 | 2 |
Class B common stock; $0.0001 par value, 90,000 shares authorized; 17,510 issued and outstanding at June 30, 2020 and 31,394 issued and outstanding at December 31, 2019 | 2 | 3 |
Additional paid-in capital | 20,584 | 5,990 |
Accumulated earnings (deficit) | (1,495) | (8,349) |
Total stockholders' equity (deficit) | 19,095 | (2,354) |
Noncontrolling interest | (1,626) | (2,378) |
Total equity (deficit) | 17,469 | (4,732) |
Total liabilities and stockholders' equity (deficit) | $ 303,395 | $ 147,724 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 210,000 | 210,000 |
Common stock, shares issued | 36,468 | 22,494 |
Common stock, shares outstanding | 36,468 | 22,494 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 90,000 | 90,000 |
Common stock, shares issued | 17,510 | 31,394 |
Common stock, shares outstanding | 17,510 | 31,394 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 165,096 | $ 103,004 | $ 287,471 | $ 186,652 |
Cost of revenues | 83,465 | 60,221 | 152,658 | 109,800 |
Gross profit | 81,631 | 42,783 | 134,813 | 76,852 |
Operating expenses: | ||||
Marketing and sales | 39,423 | 35,967 | 76,107 | 59,984 |
General and administrative | 8,677 | 7,933 | 16,225 | 12,498 |
Research and development | 1,580 | 1,244 | 3,025 | 1,934 |
Total operating expenses | 49,680 | 45,144 | 95,357 | 74,416 |
Operating income (loss) | 31,951 | (2,361) | 39,456 | 2,436 |
Other income (expense): | ||||
Interest expense | (1,424) | (1,301) | (2,813) | (2,445) |
Other income, net | 16 | 6 | 106 | 235 |
Loss on extinguishment of debt | (6,299) | |||
Change in fair value – warrant liabilities | (38,970) | (3,685) | (25,337) | (1,988) |
Tax receivable agreement expense | (32,823) | (32,945) | ||
Total other income (expense), net | (73,201) | (4,980) | (60,989) | (10,497) |
Net loss before income taxes | (41,250) | (7,341) | (21,533) | (8,061) |
Income tax benefit | 35,428 | 35,712 | ||
Net income (loss) | (5,822) | (7,341) | 14,179 | (8,061) |
Net income (loss) attributable to noncontrolling interest | (3,841) | (6,003) | 7,325 | (6,593) |
Net income (loss) attributable to Purple Innovation, Inc. | $ (1,981) | $ (1,338) | $ 6,854 | $ (1,468) |
Net income (loss) per share: | ||||
Basic | $ (0.07) | $ (0.16) | $ 0.26 | $ (0.17) |
Diluted | $ (0.11) | $ (0.16) | $ 0.26 | $ (0.17) |
Weighted average common shares outstanding: | ||||
Basic | 29,277 | 8,457 | 25,976 | 8,447 |
Diluted | 53,997 | 8,457 | 55,021 | 8,447 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Equity (Deficit) | Total Stockholders' Equity (Deficit) | Noncontrolling Interest | Total |
Balance at Dec. 31, 2018 | $ 1 | $ 4 | $ 3,655 | $ (4,322) | $ (662) | $ (1,349) | $ (2,011) |
Balance, shares at Dec. 31, 2018 | 9,731 | 44,071 | |||||
Net income (loss) | (130) | (130) | (590) | (720) | |||
Stock-based compensation | 73,000 | 73,000 | 73,000 | ||||
Stock-based compensation, shares | |||||||
Balance at Mar. 30, 2019 | $ 1 | $ 4 | 3,728 | (4,452) | (719) | (1,939) | (2,658) |
Balance, shares at Mar. 30, 2019 | 9,731 | 44,071 | |||||
Balance at Dec. 31, 2018 | $ 1 | $ 4 | 3,655 | (4,322) | (662) | (1,349) | (2,011) |
Balance, shares at Dec. 31, 2018 | 9,731 | 44,071 | |||||
Net income (loss) | (8,061) | ||||||
Accrued distributions | |||||||
Balance at Jun. 30, 2019 | $ 1 | $ 4 | 10,364 | (5,790) | 4,579 | (7,942) | (3,363) |
Balance, shares at Jun. 30, 2019 | 9,827 | 44,071 | |||||
Balance at Mar. 31, 2019 | $ 1 | $ 4 | 3,728 | (4,452) | (719) | (1,939) | (2,658) |
Balance, shares at Mar. 31, 2019 | 9,731 | 44,071 | |||||
Net income (loss) | (1,338) | (1,338) | (6,003) | (7,341) | |||
Stock-based compensation | 6,733 | 6,733 | 6,733 | ||||
Stock-based compensation, shares | |||||||
Repurchase of stock options | (97) | (97) | (97) | ||||
Issuance of common stock | |||||||
Issuance of common stock, shares | 96 | ||||||
Balance at Jun. 30, 2019 | $ 1 | $ 4 | 10,364 | (5,790) | 4,579 | (7,942) | (3,363) |
Balance, shares at Jun. 30, 2019 | 9,827 | 44,071 | |||||
Balance at Dec. 31, 2019 | $ 2 | $ 3 | 5,990 | (8,349) | (2,354) | (2,378) | (4,732) |
Balance, shares at Dec. 31, 2019 | 22,494 | 31,394 | |||||
Net income (loss) | 8,835 | 8,835 | 11,166 | 20,001 | |||
Stock-based compensation | 250 | 250 | 250 | ||||
Stock-based compensation, shares | |||||||
Issuance of common stock, shares | 3 | ||||||
Exchange of stock | |||||||
Exchange of stock, shares | 1,124 | (1,124) | |||||
Exercise of warrants | 12 | 12 | 12 | ||||
Exercise of warrants, shares | 1 | ||||||
Tax Receivable Agreement liability | (221) | (221) | (221) | ||||
Accrued distributions | (196) | (196) | (196) | ||||
Impact of transactions affecting NCI | 120 | 120 | (120) | ||||
Balance at Mar. 31, 2020 | $ 2 | $ 3 | 5,955 | 486 | 6,446 | 8,668 | 15,114 |
Balance, shares at Mar. 31, 2020 | 23,622 | 30,270 | |||||
Balance at Dec. 31, 2019 | $ 2 | $ 3 | 5,990 | (8,349) | (2,354) | (2,378) | (4,732) |
Balance, shares at Dec. 31, 2019 | 22,494 | 31,394 | |||||
Net income (loss) | 14,179 | ||||||
Accrued distributions | (4,523) | ||||||
Balance at Jun. 30, 2020 | $ 4 | $ 2 | 20,584 | (1,495) | 19,095 | (1,626) | 17,469 |
Balance, shares at Jun. 30, 2020 | 36,468 | 17,510 | |||||
Balance at Mar. 31, 2020 | $ 2 | $ 3 | 5,955 | 486 | 6,446 | 8,668 | 15,114 |
Balance, shares at Mar. 31, 2020 | 23,622 | 30,270 | |||||
Net income (loss) | (1,981) | (1,981) | (3,841) | (5,822) | |||
Stock-based compensation | 962 | 962 | 962 | ||||
Stock-based compensation, shares | |||||||
Issuance of common stock | $ 1 | 1 | 1 | ||||
Issuance of common stock, shares | 80 | ||||||
Exchange of stock | $ 1 | $ (1) | |||||
Exchange of stock, shares | 12,760 | (12,760) | |||||
Exercise of warrants | 11 | 11 | 11 | ||||
Exercise of warrants, shares | 1 | ||||||
Exercise of Stock option | (61) | (61) | (61) | ||||
Exercise of Stock option, shares | 5 | ||||||
Tax Receivable Agreement liability | 56,857 | 56,857 | 56,857 | ||||
Deferred income taxes | (45,266) | (45,266) | (45,266) | ||||
Accrued distributions | (4,327) | (4,327) | (4,327) | ||||
Impact of transactions affecting NCI | 6,453 | 6,453 | (6,453) | ||||
Balance at Jun. 30, 2020 | $ 4 | $ 2 | $ 20,584 | $ (1,495) | $ 19,095 | $ (1,626) | $ 17,469 |
Balance, shares at Jun. 30, 2020 | 36,468 | 17,510 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 14,179 | $ (8,061) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Depreciation and amortization | 3,816 | 1,574 |
Non-cash interest | 2,791 | 1,565 |
Loss on extinguishment of debt | 6,299 | |
Loss on change in fair value - warrant liabilities | 25,337 | 1,988 |
Tax receivable agreement expense | 32,945 | |
Stock-based compensation | 1,212 | 6,806 |
Deferred income taxes | (44,007) | |
Changes in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable | 9,663 | (14,604) |
Decrease (increase) in inventories | 7,807 | (2,117) |
Increase in prepaid inventory and other assets | (3,049) | (1,231) |
Increase in accounts payable | 903 | 4,610 |
Increase in accrued sales returns | 4,678 | 544 |
Increase in accrued compensation | 2,374 | 2,069 |
Increase (decrease) in customer prepayments | 2,080 | (2,448) |
Increase in income tax payable | 8,224 | |
Increase in other accrued liabilities | 3,399 | 5,155 |
Net cash provided by operating activities | 72,352 | 2,149 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (8,010) | (3,136) |
Investment in intangible assets | (2,435) | (121) |
Net cash used in investing activities | (10,445) | (3,257) |
Cash flows from financing activities: | ||
Proceeds from related-party debt | 10,000 | |
Proceeds from exercise of warrants | 23 | |
Repurchase of stock options | (97) | |
Payments for debt issuance costs | (758) | |
Principal payments on capital lease obligations | (6) | (14) |
Net cash provided by financing activities | 17 | 9,131 |
Net increase in cash | 61,924 | 8,023 |
Cash, beginning of the period | 33,478 | 12,232 |
Cash, end of the period | 95,402 | 20,255 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 22 | 912 |
Cash paid during the period for income taxes | 72 | |
Supplemental schedule of non-cash investing and financing activities: | ||
Property and equipment included in accounts payable | 1,025 | 482 |
Equipment acquired through capital lease | 350 | |
Non-cash leasehold improvements | 615 | |
Accrued distributions | 4,523 | |
Tax Receivable Agreement liability | 45,266 | |
Deferred income taxes | $ 56,636 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 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 factory outlet and showrooms. The Company was incorporated in Delaware on May 19, 2015 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 involving the Company and one or more businesses. On February 2, 2018, the Company consummated a transaction structured similar to a reverse recapitalization (the “Business Combination”) pursuant to which the Company acquired a portion of the equity of Purple Innovation, LLC (“Purple LLC”). At the closing of the Business Combination (the “Closing”), the Company became 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 amended operating agreement. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company consists of Purple Inc. and its consolidated subsidiary, Purple LLC. Pursuant to the Business Combination described in Note 3— Business Combination The Business Combination was structured similar to a reverse recapitalization. The historical operations of Purple LLC are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of Purple LLC prior to the Business Combination; (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 presented. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and applicable rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting and reflect the financial position, results of operations and cash flows of the 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. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes included in the Company's Annual Report on Form 10-K filed March 9, 2020. The unaudited condensed consolidated financial statements were prepared on the same basis as the audited 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 and six months ended June 30, 2020 are not 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 impacted many aspects of our operations, directly and indirectly, including disruption of our employees, consumer behavior, distribution and logistics, our suppliers, and the market overall. The scope and nature of these impacts continue to evolve. In light of 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 intended 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, with only limited access given to employees to work in the office when necessary. 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. Despite the ongoing challenges from COVID-19, the Company has been able to capitalize on the opportunities created by this situation. We continue to serve our customers through our Direct to Consumer ("DTC") channel, which has remained strong throughout the quarter as consumer demand for our premium, differentiated product offerings shifted to our DTC channel. We continue to focus our efforts in our DTC core competencies resulting in a continued acceleration in DTC channel sales across all of our product categories throughout the quarter. This increase in demand was a contributing factor to DTC net revenue growth of 128% over the prior year second quarter. There can be no assurance that this trend of increased demand through our DTC channel will continue. We initially experienced a sharp decline in the wholesale side of our business as temporary shutdowns of non-essential businesses and shelter-at-home directives occurred in most U.S. states. As the shutdowns were lifted and stores began to open again, demand through the wholesale channel increased. In addition, we were able to re-open our three Company showrooms in California in June 2020, one of which subsequently closed again in July 2020 in compliance with local orders. This increase in DTC and Wholesale demand allowed us to work through a portion of our on-hand inventory and required us to ramp up production. We continue to take advantage of our vertically integrated business model to adjust production schedules to leverage inventory on hand and tightly manage labor costs. We also continue to dynamically adjust our significant discretionary online advertising spend in response to any changes in DTC trends as they develop. Our supply chain has not 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 have resumed production and are able to supply materials as needed. Although the Company has taken measures to protect the business, 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 continuing 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 June 30, 2020, Purple Inc. had approximately a 68% economic interest in Purple LLC and consolidated 100% of Purple LLC's assets, liabilities and results of operations in the Company's unaudited condensed consolidated financial statements contained herein. At June 30, 2020, InnoHold and other parties owned approximately 32% 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. Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss. Use of Estimates The preparation of the unaudited condensed consolidated financial statements requires 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" or "TRA"). 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 liabilities. 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 supersedes 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 this 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. Identify the performance obligations in the contract Determine the transaction price Allocate the transaction price to performance obligations in the contract. Recognize revenue when or as we satisfy a performance obligation. 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 Warrant Liabilities Fair Value Measurements The Company uses 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. 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 In calculating the provision for interim income taxes, in accordance with ASC Topic 740, an estimated annual effective tax rate is applied to year-to-date ordinary income. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. This differs from the method utilized at the end of an annual period. For annual periods, the Company accounts for income taxes using the asset and liability method. Under this method, deferred 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 calculated 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 is recognized in the year of the enacted rate change. Our effective tax rate is primarily impacted by the allocation of income taxes to the noncontrolling interest and changes in our valuation allowance. The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of 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 penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations. As of the second quarter of 2020, no uncertain tax positions have been recorded. The Company will continue to monitor this position each interim period. The Company files U.S. federal and certain state income tax returns. 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 June 30, 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 Company 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 implementing 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 related 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 15, 2020 and for interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2019-12. New Internal-Use Software Guidance In 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. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2020 | |
Business Combination [Abstract] | |
Business Combination | 3. Business Combination On February 2, 2018, upon consummation of the Business 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 of Class B Stock were issued to InnoHold (refer to Note 13 — Stockholders’ Equity 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 profits 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. As of June 30, 2020, 17.5 million Class B Units of Purple LLC remain outstanding. The amended operating agreement appoints Purple Inc. as the sole managing member of Purple LLC. As the sole managing member, Purple Inc. has the sole voting interest in and control of the management and operations of Purple LLC, including when it had only a minority economic interest in Purple LLC. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 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 and Company factory outlet and showrooms. Revenue is recognized when the Company satisfies its performance 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 factory outlet and 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 $8.7 million at June 30, 2020 and $6.3 million at December 31, 2019. During the six months ended June 30, 2020, the Company recognized $6.3 million of revenue that was deferred in customer 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 Six Months Ended Channel 2020 2019 2020 2019 Direct-to-consumer $ 145,180 $ 63,710 $ 225,867 $ 117,474 Wholesale partner 19,916 39,294 61,604 69,178 Revenues, net $ 165,096 $ 103,004 $ 287,471 $ 186,652 Three Months Ended Six Months Ended Product 2020 2019 2020 2019 Bedding $ 150,503 $ 96,383 $ 265,004 $ 173,826 Other 14,593 6,621 22,467 12,826 Revenues, net $ 165,096 $ 103,004 $ 287,471 $ 186,652 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 outlet and showrooms. The Wholesale channel includes all product sales to traditional third-party retailers for their in 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. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories Inventories consist of the following (in thousands): June 30, December 31, 2020 2019 Raw materials $ 17,722 $ 16,220 Work-in-process 1,317 2,713 Finished goods 21,373 29,485 Inventory obsolescence reserve (591 ) (790 ) Inventories, net $ 39,821 $ 47,628 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment consist of the following (in thousands): June 30, December 31, 2020 2019 Equipment $ 25,709 $ 19,761 Equipment in progress 5,858 5,278 Leasehold improvements 8,056 7,040 Furniture and fixtures 5,125 4,252 Office equipment 2,012 1,523 Equipment under capital lease 662 662 Total property and equipment 47,422 38,516 Accumulated depreciation and amortization (9,137 ) (6,537 ) Property and equipment, net $ 38,285 $ 31,979 The Company recorded depreciation and amortization related to property and equipment of $1.4 million and $0.8 million during the three months ended June 30, 2020 and 2019, respectively. Depreciation and amortization of $2.6 million and $1.5 million were recorded during the six months ended June 30, 2020 and 2019, respectively. |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | 7. Other Current Liabilities Other current liabilities consist of the following (in thousands): June 30, December 31, 2020 2019 Accrued distributions 4,666 — Warranty accrual – current portion 1,692 1,567 Website commissions 1,203 897 Tax Receivable Agreement liability – current portion 636 501 Insurance financing 510 350 All other current liabilities 813 640 Total other current liabilities $ 9,520 $ 3,955 |
Long-Term Debt, Related-Party
Long-Term Debt, Related-Party | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt, Related-Party | 8. Long-Term Debt, Related-Party Long-term debt, related-party consists of the following (in thousands): June 30, December 31, 2020 2019 Long-term debt, related-party $ 41,616 $ 39,202 Less: unamortized debt issuance costs and discounts (3,426 ) (3,803 ) Total long-term debt, related-party $ 38,190 $ 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 June 30, 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 was 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 Interest expense related to the Amended and Restated Credit Agreement was $1.2 million and $1.2 million for the three months ended June 30, 2020 and 2019, respectively, and $2.4 million and $2.0 million for the six months ended June 30, 2020 and 2019, respectively. The interest expense incurred for the three and six months ended June 30, 2020 in the amount of $1.2 million and $2.4 million, respectively, was paid-in-kind through additions to the principal amount. Of the interest expense incurred for the three and six months ended June 30, 2019, $0.7 million and $1.2 million, respectively, was paid-in-kind through additions to the principal amount and $0.5 million and $0.8 million, respectively, 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 |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Warrant Liabilities [Abstract] | |
Warrant Liabilities | 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. In May 2020, Tony Pearce or Terry Pearce individually or together ceased to beneficially own at least 50% of the voting securities of the Company. As a result, the exercise price of the warrants were reduced to $0, based on the formula established in the agreement. 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 Company determined the fair value of the Incremental Loan Warrants to be $47.0 million and $21.6 million on June 30, 2020 and December 31, 2019, respectively using a Monte Carlo Simulation of a Geometric Brownian Motion stock path model with the following assumptions: June 30, December 31, 2020 2019 Trading price of common stock on measurement date $ 18.00 $ 8.71 Exercise price $ — $ 5.74 Risk free interest rate 0.24 % 1.69 % Warrant life in years 3.7 4.2 Expected volatility 50.57 % 36.82 % Expected dividend yield — — Probability of an event causing a warrant re-price 100.00 % 95.00 % The Company recorded a $39.0 million and $3.7 million loss on the increase in fair value of the Incremental Loan Warrants for the three months ended June 30, 2020 and 2019, respectively. The Company recorded a $25.3 million and $2.0 million loss on the increase in fair value of the Incremental Loan Warrants for the six months ended June 30, 2020 and 2019, respectively. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Other Long-Term Liabilities [Abstract] | |
Other Long-Term Liabilities | 10. Other Long-Term Liabilities Other long-term liabilities consist of the following (in thousands): June 30, December 31, 2020 2019 Deferred rent expense $ 6,285 $ 5,115 Warranty accrual 6,715 4,621 Capital leases 474 488 Total other long-term liabilities 13,474 10,224 Less: current portion of long-term liabilities (1,990 ) (1,654 ) Other long-term liabilities, net of current portion $ 11,484 $ 8,570 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Required Member Distributions Prior to the Business Combination and pursuant to the then applicable First Amended and Restated Limited Liability Company Agreement (the "First Purple LLC Agreement"), Purple LLC was required to distribute to InnoHold an amount equal to 45 percent of Purple LLC's net taxable income following the end of each fiscal 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 June 30, 2020, the Company has recorded an accrued tax distributions liability in the amount of $4.7 million, which was 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 June 30, 2020, the early termination penalty was $0.9 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 control 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 June 30, 2020 and 2019, the Company recognized rent expense in the amount of $1.3 million and $0.9 million, respectively. During the six months ended June 30, 2020 and 2019, the Company recognized rent expense in the amount of $2.6 million and $1.8 million, respectively. At June 30, 2020, the Company had deferred rent of $6.3 million, of which $0.2 million is short-term and included in other current liabilities and $6.1 million is long-term and included in other long-term liabilities on the accompanying balance sheets. At December 31, 2019, the Company had deferred rent of $5.1 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 June 30, 2020, approximately $10.0 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 June 30, 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 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 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. The Company filed a second registration statement on Form S-3 that was declared effective on May 14, 2020, pursuant to which InnoHold sold 12.4 million shares of Class A Common Stock. 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 six months ended June 30, 2020, 13.9 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 rights 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 equity compensation plan (other than a stock option plan) that are restricted or have not vested thereunder) and (b) (i) the number of other outstanding equity securities of the Company (including the warrants exercisable for shares of Class A Stock) and (ii) the number of corresponding outstanding equity securities of Purple LLC. These provisions are intended to result in InnoHold and other non-controlling interest holders having a voting interest in the Company that is identical to their economic interest in Purple LLC. Non-Income Related Taxes The U.S. Supreme Court ruling in South Dakota v. Wayfair, Inc. 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 State of Utah. Mr. Knudsen alleged 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 interest in Purple LLC. Mr. Knudsen also alleged 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 claimed damages of $10.75 million, based on his calculation of the value of a 4% interest in Purple LLC. The Company maintains insurance to defend against claims of this nature. In October 2019, Purple LLC moved for summary judgment on Mr. Knudsen's claims. In June 2020, the court granted that motion and entered judgment on behalf of Purple LLC, fully disposing of all claims in the lawsuit. No appeal was filed by Mr. Knudsen and the time period for filing an appeal has expired. 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 is proceeding under case management. On April 2, 2020, Mary Harper, an individual purporting to reside in Montana, filed a class action complaint against Purple Innovation Inc., in the United States District Court District of Montana, Billings Division. Ms. Harper alleged Purple Innovation, 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"). The Company moved to dismiss the lawsuit on jurisdictional grounds and provided evidence regarding Ms. Harper's express consent to receive telephonic communications. Subsequently thereto, on July 27, 2020, Ms. Harper voluntarily dismissed her lawsuit against Purple Innovation, LLC. The 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 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 financial condition or future results of the Company. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions 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 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 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 control 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 has been leasing since 2010. 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 June 30, 2020 and 2019, respectively and $0.4 million and $0.6 million for the six months ended June 30, 2020 and 2019, respectively. The Company continues to lease the Alpine facility that was formerly the Company headquarters, for use in production, research and development and video production. During the six months ended June 30, 2020, 13.9 million Paired Securities have been exchanged for Class A Stock by Innohold and certain current and former employees of the Company who received distributions of such Paired Securities from InnoHold. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 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 vote per share on matters to be voted on by stockholders. At June 30, 2020, 36.5 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 six months ended June 30, 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 June 30, 2020, 17.5 million shares of Class B Stock were outstanding. Preferred Stock The Company has 5.0 million shares of preferred stock authorized 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 June 30, 2020, there were no shares of preferred stock outstanding. Public and Sponsor Warrants There were 15.5 million public warrants (the "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 of the Company's warrants entitles the registered holder to purchase one-half of one share of the Company's Class A Stock at a price of $5.75 per half share ($11.50 per full share), subject to adjustment pursuant to the terms of the warrant agreement. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of the 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 exercisable. 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 net cash settle any warrant. The warrants have a five-year term which commenced on March 2, 2018, 30 days after the completion of the Business Combination, and will expire on February 2, 2023, or earlier upon redemption or liquidation. The Company may call the warrants for redemption 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; provided, however, that the Sponsor Warrants are not redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. In addition, with respect to the Sponsor Warrants, so long as such Sponsor Warrants are held by the Sponsor or its permitted transferee, the holder may elect to exercise the Sponsor Warrants on a cashless basis, by surrendering their Sponsor Warrants for that number of shares of Class A Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class 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 the notice of warrant exercise is sent to the 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 of GPAC's IPO up to the Business Combination with Purple LLC, GPAC had 28.3 million warrants outstanding. During the six months ended June 30, 2020, a few exercises of warrants occurred for a de minimis amount. At June 30, 2020, approximately 28.3 million warrants remain outstanding. Incremental Loan Warrants In connection with the Amended 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 Class A Stock. Each Incremental Loan Warrant entitles the registered holder to purchase one share of the 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 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 Class A Stock equal to the quotient obtained by dividing (x) the product of the number of 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 Equity During the six months ended June 30, 2020, Tony Pearce or Terry Pearce individually or together ceased to beneficially own at least 50% of the voting securities of the Company. As a result, the exercise price of the warrants were reduced to $0, based on the formula established in the agreement. 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 June 30, 2020, the combined NCI percentage in Purple LLC was approximately 32%. 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. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 are 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. In prior periods the Company had maintained a full valuation allowance on its net deferred tax assets which are comprised primarily of basis differences in Purple LLC. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income sufficient to utilize the deferred tax assets on income tax returns. In prior periods, management had determined that its net deferred tax assets were not more likely than not going to be realized due to existence of critical negative evidence that the Company was in a three-year cumulative loss position. Considering this and other factors, a valuation allowance of $44.3 million was maintained through the period ending March 31, 2020. For the period ended June 30, 2020, and in assessing the realizability of deferred tax assets, management determined that it is now more likely than not that its net deferred tax assets will be realized and that a full valuation allowance for its deferred tax assets is no longer appropriate. As of the period ended June 30, 2020, the Company is no longer in a three-year cumulative loss position. As a result of the removal of this negative evidence and other items of positive evidence, the Company has determined that the deferred tax assets are now more likely than not to be realized. Accordingly, $32.8 million of the valuation allowance associated with the Company's federal and state deferred tax assets was released and recorded as an income tax benefit during the period ended June 30, 2020. An additional $2.7 million of remaining valuation allowance will be released in subsequent quarters as taxes are recorded. In addition, and in conjunction with the removal of the valuation allowance, the Company recorded an additional $59.0 million in deferred tax assets primarily related to tax basis increases resulting from exchanges of Class B Paired Securities during the six months ended June 30, 2020. The deferred tax assets at June 30, 2020 are $112.1 million with $11.5 million of remaining valuation allowance recorded against the deferred tax assets, which will be released in subsequent quarters. $8.8 million of valuation allowance has been recorded against the residual outside partnership basis for the amount the Company believes is not more likely than not realizable. The Company currently estimates its annual effective income tax rate to be 0.4%. The annualized effective tax rate for the Company differs from the federal rate of 21% primarily due to (1) the release of a portion of the valuation allowance through the current year's annual effective tax rate calculation, and (2) NCI in Purple LLC that is allocated to InnoHold and others. The effective tax rate as of June 30, 2020, is (166)% primarily due to the tax benefit from the release of the valuation allowance. For the three months and six months ended June 30, 2020, the Company has recorded an income tax benefit of $35.4 million and $35.7 million, respectively. In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (CARES Act) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 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 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. In 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 six months ended June 30, 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 six months ended June 30, 2020 related to the CARES Act. In connection with the Business Combination, the Company entered into the TRA with InnoHold, which provides for the 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 by the Company as a result of, and additional tax basis arising from, payments it makes under the TRA. 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 is 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 Company as a result of such exchange or redemption. The amount of the increase in asset basis, the related estimated cash tax savings and the attendant TRA Liability to be recorded will depend on the price of the Company's Class A Stock at the time of the relevant redemption or exchange. The estimation of liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount and timing of future taxable income. As a result of the initial merger transaction and 26.6 million to date exchanges of Class B Units for Class A Stock, the potential future TRA liability is $81.5 million, of which $78.7 million has been recorded through the second quarter of 2020. Due to the release of the Company's valuation allowance on the deferred tax assets to which the Tax Receivable Agreement liability relates, only $78.7 of the $81.5 million has been recorded to date ($0.5 million in 2019 and an incremental $78.2 million through June 30, 2020). Of the total liability recorded during 2020, $45.3 million relates to current year exchanges and was recorded as an adjustment to equity and $32.9 was recorded to expense in order to reestablish the TRA related to prior year exchanges. The additional $2.8 million is expected to be recorded in the third and fourth quarters of the year ending December 31, 2020. 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 June 30, 2020, no uncertain tax positions were recognized as liabilities in the condensed consolidated financial statements. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | 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 Six Months Ended 2020 2019 2020 2019 Net income (loss) (numerator): Net income (loss) attributable to Purple Innovation, Inc.-basic $ (1,981 ) $ (1,338 ) $ 6,854 $ (1,468 ) Add: Net income (loss) attributed to the noncontrolling interest (3,841 ) — 7,325 — Net income (loss) attributable to Purple Innovation, Inc.-diluted $ (5,822 ) $ (1,338 ) $ 14,179 $ (1,468 ) Weighted average shares (denominator): Weighted average shares—basic 29,277 8,457 25,976 8,447 Add: Dilutive effects of equity awards — — 1,515 — Add: Dilutive effects of Class B Common Stock 24,720 — 27,530 — Weighted average shares—diluted 53,997 8,457 55,021 8,447 Net income (loss) per common share: Basic $ (0.07 ) $ (0.16 ) $ 0.26 $ (0.17 ) Diluted $ (0.11 ) $ (0.16 ) $ 0.26 $ (0.17 ) For the three months ended June 30, 2020, the Company excluded 4.9 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 six months ended June 30, 2020, the Company excluded 2.6 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 and six months ended June 30, 2019, the Company excluded 44.1 million Paired Securities convertible into shares of Class A Stock, 18.1 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. |
Equity Compensation Plans
Equity Compensation Plans | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity Compensation Plans | 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 June 30, 2020, approximately 2.0 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. In May 2020, the Company granted restricted stock awards under the Company's 2017 Equity Incentive Plan to the Certain employees of the Company. The stock awards vest over 3 to 4 years. The estimated fair value of the restricted stock is measured on the grant date and is recognized over the vesting period. The Company determined that the fair value of the restricted stock on the grant dates were $0.7 million. Employee Stock Options During the six months ended June 30, 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 ranging from of $12.76 to $15.12 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 six months ended June 30, 2020 using the Black Scholes method with the following assumptions: Fair market value $ 8.02 – 15.12 Exercise price $ 12.76 – 15.12 Risk free interest rate 0.21 - 0.61 % Expected term in years 2.50 - 3.56 Expected volatility 38.28 – 54.45 % Expected dividend yield — The following table summarizes the Company's total stock option activity for the six months ended June 30, 2020: Options (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Intrinsic Value $ As of June 30, 2020: Options outstanding as of January 1, 2020 2,136 $ 6.95 4.3 $ 3,752 Granted 309 13.11 — — Exercised (14 ) 6.51 — — Forfeited/cancelled (20 ) 6.51 — — Options outstanding as of June 30, 2020 2,411 $ 7.75 3.9 $ 24,719 Outstanding and exercisable stock options as of June 30, 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 3.64 83 $ 3.64 $ 1,021 5.95 538 3.25 224 3.25 2,701 6.51 325 3.89 92 3.89 1,059 6.65 200 3.86 54 3.86 615 7.99 28 4.42 9 4.42 86 8.07 8 4.16 — — — 8.17 325 4.25 102 4.25 998 8.32 250 4.00 — — — 8.55 179 4.25 — — — 12.76 25 4.70 — — — 13.12 281 4.69 17 3.88 83 15.12 3 4.88 — — — 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 $0.4 million and $0.1 million in stock-based compensation expenses related to stock options during the three months ended June 30, 2020 and 2019, respectively. The Company recognized $0.6 million and $0.2 million in stock-based compensation expenses related to stock options during the six months ended June 30, 2020 and 2019, respectively. As of June 30, 2020, there was $3.7 million of total unrecognized stock compensation cost with a remaining recognition period of 2.85 years. InnoHold Incentive Units In 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. The distribution by InnoHold to current employees of Purple LLC as of the distribution date resulted in the recognition of non-cash stock compensation expense for Purple LLC in the amount of $6.3 million which represented the fair value of the Paired Securities as of the distribution date in 2019. As of June 30, 2020, 0.8 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-Based 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-based 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 Six Months Ended Non-Cash Stock-Based Compensation 2020 2019 2020 2019 Cost of revenues $ 45 $ 453 $ 80 $ 465 Marketing and sales 88 2,883 148 2,883 General and administrative 507 2,881 659 2,942 Research and development 322 516 325 516 Total non-cash stock-based compensation $ 962 $ 6,733 $ 1,212 $ 6,806 |
Employee Retirement Plan
Employee Retirement Plan | 6 Months Ended |
Jun. 30, 2020 | |
Retirement Benefits [Abstract] | |
Employee Retirement Plan | 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 $0.6 million and $0.3 million for the three months ended June 30, 2020 and 2019, respectively, and $1.0 million and $0.6 million for the six months ended June 30, 2020 and 2019, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events On July 21, 2020, the Company signed a Lease (the "Lease") with PNK S2, LLC for approximately 520,000 square feet of warehouse and manufacturing space in McDonough, Georgia. The Company anticipates immediately preparing the building for use as a manufacturing, distribution and office facility and expects it to be fully operational in 2021. The term of the Lease is 128 months including an eight-month free rent period, which will commence upon completion of the landlord's work on the Company's space in the building which is anticipated to be completed in November 2020. In July 2020, the Company's showroom in Santa Clara, California was temporarily closed a second time in order to be in compliance with locally mandated shelter-in-place requirements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company consists of Purple Inc. and its consolidated subsidiary, Purple LLC. Pursuant to the Business Combination described in Note 3— Business Combination The Business Combination was structured similar to a reverse recapitalization. The historical operations of Purple LLC are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of Purple LLC prior to the Business Combination; (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 presented. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and applicable rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting and reflect the financial position, results of operations and cash flows of the 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. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes included in the Company's Annual Report on Form 10-K filed March 9, 2020. The unaudited condensed consolidated financial statements were prepared on the same basis as the audited 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 and six months ended June 30, 2020 are not 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 operations, directly and indirectly, including disruption of our employees, consumer behavior, distribution and logistics, our suppliers, and the market overall. The scope and nature of these impacts continue to evolve. In light of 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 intended 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, with only limited access given to employees to work in the office when necessary. 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 initially experienced a sharp decline in the wholesale side of our business as temporary shutdowns of non-essential businesses and shelter-at-home directives occurred in most U.S. states. As the shutdowns were lifted and stores began to open again, demand through the wholesale channel increased. We were able to re-open our three Company showrooms in California. We serve customers through our Direct to Consumer ("DTC") channel, which has remained strong throughout the quarter as consumer demand for our premium, differentiated product offerings shifted to our DTC channel. We continue to focus our efforts in our DTC core competencies resulting in a continued acceleration in DTC channel sales across all of our product categories throughout the quarter. This increase in demand was a contributing factor to DTC net revenue growth of 130% over the prior year second quarter. There can be no assurance that this trend of increased demand through our DTC channel will continue. This increase in DTC and Wholesale demand allowed us to work through a portion of our on-hand inventory and required us to ramp up production. We continue to take advantage of our vertically integrated business model to adjust production schedules to leverage inventory on hand and tightly manage labor costs. We also continue to dynamically adjust our significant discretionary online advertising spend in response to any changes in DTC trends as they develop. Our supply chain has not 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 have resumed production and are able to supply materials as needed. Although the Company has taken measures to protect the business, 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 continuing 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. |
COVID-19 Pandemic Developments | COVID-19 Pandemic Developments The COVID-19 pandemic has impacted many aspects of our operations, directly and indirectly, including disruption of our employees, consumer behavior, distribution and logistics, our suppliers, and the market overall. The scope and nature of these impacts continue to evolve. In light of 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 intended 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, with only limited access given to employees to work in the office when necessary. 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. Despite the ongoing challenges from COVID-19, the Company has been able to capitalize on the opportunities created by this situation. We continue to serve our customers through our Direct to Consumer ("DTC") channel, which has remained strong throughout the quarter as consumer demand for our premium, differentiated product offerings shifted to our DTC channel. We continue to focus our efforts in our DTC core competencies resulting in a continued acceleration in DTC channel sales across all of our product categories throughout the quarter. This increase in demand was a contributing factor to DTC net revenue growth of 128% over the prior year second quarter. There can be no assurance that this trend of increased demand through our DTC channel will continue. We initially experienced a sharp decline in the wholesale side of our business as temporary shutdowns of non-essential businesses and shelter-at-home directives occurred in most U.S. states. As the shutdowns were lifted and stores began to open again, demand through the wholesale channel increased. In addition, we were able to re-open our three Company showrooms in California in June 2020, one of which subsequently closed again in July 2020 in compliance with local orders. This increase in DTC and Wholesale demand allowed us to work through a portion of our on-hand inventory and required us to ramp up production. We continue to take advantage of our vertically integrated business model to adjust production schedules to leverage inventory on hand and tightly manage labor costs. We also continue to dynamically adjust our significant discretionary online advertising spend in response to any changes in DTC trends as they develop. Our supply chain has not 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 have resumed production and are able to supply materials as needed. Although the Company has taken measures to protect the business, 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 continuing 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 | 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 June 30, 2020, Purple Inc. had approximately a 68% economic interest in Purple LLC and consolidated 100% of Purple LLC’s assets, liabilities and results of operations in the Company’s unaudited condensed consolidated financial statements contained herein. At June 30, 2020, InnoHold and other parties owned approximately 32% 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. |
Reclassification | |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements requires 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” or “TRA”). 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 liabilities. Actual results could differ materially from those estimates. |
Revenue Recognition | 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 supersedes 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 this 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. Identify the performance obligations in the contract Determine the transaction price Allocate the transaction price to performance obligations in the contract. Recognize revenue when or as we satisfy a performance obligation. |
Debt Issuance Costs and Discounts | 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 | Liability Warrants The Company accounts for liability warrants under the provisions of ASC 480 - Distinguishing Liabilities from Equity Warrant Liabilities |
Fair Value Measurements | Fair Value Measurements The Company uses 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. 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 | Income Taxes In calculating the provision for interim income taxes, in accordance with ASC Topic 740, an estimated annual effective tax rate is applied to year-to-date ordinary income. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. This differs from the method utilized at the end of an annual period. For annual periods, the Company accounts for income taxes using the asset and liability method. Under this method, deferred 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 calculated 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 is recognized in the year of the enacted rate change. Our effective tax rate is primarily impacted by the allocation of income taxes to the noncontrolling interest and changes in our valuation allowance. The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of 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 penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying consolidated statements of operations. As of the second quarter of 2020, no uncertain tax positions have been recorded. The Company will continue to monitor this position each interim period. The Company files U.S. federal and certain state income tax returns. 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 | 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 June 30, 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 | 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 Company 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 implementing 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 related 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 15, 2020 and for interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2019-12. New Internal-Use Software Guidance In 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. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue disaggregated by sales channel and product | Three Months Ended Six Months Ended Channel 2020 2019 2020 2019 Direct-to-consumer $ 145,180 $ 63,710 $ 225,867 $ 117,474 Wholesale partner 19,916 39,294 61,604 69,178 Revenues, net $ 165,096 $ 103,004 $ 287,471 $ 186,652 Three Months Ended Six Months Ended Product 2020 2019 2020 2019 Bedding $ 150,503 $ 96,383 $ 265,004 $ 173,826 Other 14,593 6,621 22,467 12,826 Revenues, net $ 165,096 $ 103,004 $ 287,471 $ 186,652 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | June 30, December 31, 2020 2019 Raw materials $ 17,722 $ 16,220 Work-in-process 1,317 2,713 Finished goods 21,373 29,485 Inventory obsolescence reserve (591 ) (790 ) Inventories, net $ 39,821 $ 47,628 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | June 30, December 31, 2020 2019 Equipment $ 25,709 $ 19,761 Equipment in progress 5,858 5,278 Leasehold improvements 8,056 7,040 Furniture and fixtures 5,125 4,252 Office equipment 2,012 1,523 Equipment under capital lease 662 662 Total property and equipment 47,422 38,516 Accumulated depreciation and amortization (9,137 ) (6,537 ) Property and equipment, net $ 38,285 $ 31,979 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other current liabilities | June 30, December 31, 2020 2019 Accrued distributions 4,666 — Warranty accrual – current portion 1,692 1,567 Website commissions 1,203 897 Tax Receivable Agreement liability – current portion 636 501 Insurance financing 510 350 All other current liabilities 813 640 Total other current liabilities $ 9,520 $ 3,955 |
Long-Term Debt, Related-Party (
Long-Term Debt, Related-Party (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt, related-party | June 30, December 31, 2020 2019 Long-term debt, related-party $ 41,616 $ 39,202 Less: unamortized debt issuance costs and discounts (3,426 ) (3,803 ) Total long-term debt, related-party $ 38,190 $ 35,399 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Warrant Liabilities [Abstract] | |
Schedule of fair value of the incremental loan warrants | June 30, December 31, 2020 2019 Trading price of common stock on measurement date $ 18.00 $ 8.71 Exercise price $ — $ 5.74 Risk free interest rate 0.24 % 1.69 % Warrant life in years 3.7 4.2 Expected volatility 50.57 % 36.82 % Expected dividend yield — — Probability of an event causing a warrant re-price 100.00 % 95.00 % |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Other Long-Term Liabilities [Abstract] | |
Schedule of other long-term liabilities | June 30, December 31, 2020 2019 Deferred rent expense $ 6,285 $ 5,115 Warranty accrual 6,715 4,621 Capital leases 474 488 Total other long-term liabilities 13,474 10,224 Less: current portion of long-term liabilities (1,990 ) (1,654 ) Other long-term liabilities, net of current portion $ 11,484 $ 8,570 |
Net Income (Loss) Per Common _2
Net Income (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted weighted average shares outstanding and earnings per share | Three Months Ended Six Months Ended 2020 2019 2020 2019 Net income (loss) (numerator): Net income (loss) attributable to Purple Innovation, Inc.-basic $ (1,981 ) $ (1,338 ) $ 6,854 $ (1,468 ) Add: Net income (loss) attributed to the noncontrolling interest (3,841 ) — 7,325 — Net income (loss) attributable to Purple Innovation, Inc.-diluted $ (5,822 ) $ (1,338 ) $ 14,179 $ (1,468 ) Weighted average shares (denominator): Weighted average shares—basic 29,277 8,457 25,976 8,447 Add: Dilutive effects of equity awards — — 1,515 — Add: Dilutive effects of Class B Common Stock 24,720 — 27,530 — Weighted average shares—diluted 53,997 8,457 55,021 8,447 Net income (loss) per common share: Basic $ (0.07 ) $ (0.16 ) $ 0.26 $ (0.17 ) Diluted $ (0.11 ) $ (0.16 ) $ 0.26 $ (0.17 ) |
Equity Compensation Plans (Tabl
Equity Compensation Plans (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of fair market value using Black-Scholes method | Fair market value $ 8.02 – 15.12 Exercise price $ 12.76 – 15.12 Risk free interest rate 0.21 - 0.61 % Expected term in years 2.50 - 3.56 Expected volatility 38.28 – 54.45 % Expected dividend yield — |
Schedule of total stock option activity | Options (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Intrinsic Value $ As of June 30, 2020: Options outstanding as of January 1, 2020 2,136 $ 6.95 4.3 $ 3,752 Granted 309 13.11 — — Exercised (14 ) 6.51 — — Forfeited/cancelled (20 ) 6.51 — — Options outstanding as of June 30, 2020 2,411 $ 7.75 3.9 $ 24,719 |
Schedule of outstanding and exercisable stock options | Options Outstanding Options Exercisable Exercise Prices Number of Options Outstanding Weighted (Years) Number of Options Exercisable Weighted Intrinsic Value $ 5.75 250 3.64 83 $ 3.64 $ 1,021 5.95 538 3.25 224 3.25 2,701 6.51 325 3.89 92 3.89 1,059 6.65 200 3.86 54 3.86 615 7.99 28 4.42 9 4.42 86 8.07 8 4.16 — — — 8.17 325 4.25 102 4.25 998 8.32 250 4.00 — — — 8.55 179 4.25 — — — 12.76 25 4.70 — — — 13.12 281 4.69 17 3.88 83 15.12 3 4.88 — — — |
Schedule of non-cash stock compensation | (in thousands) Three Months Ended Six Months Ended Non-Cash Stock-Based Compensation 2020 2019 2020 2019 Cost of revenues $ 45 $ 453 $ 80 $ 465 Marketing and sales 88 2,883 148 2,883 General and administrative 507 2,881 659 2,942 Research and development 322 516 325 516 Total non-cash stock-based compensation $ 962 $ 6,733 $ 1,212 $ 6,806 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2020 | |
Summary of Significant Accounting Policies (Textual) | |
Business combination, description | Pursuant to the Business Combination described in Note 3—Business Combination, Purple Inc. acquired approximately 18% of the common units of Purple LLC, while InnoHold, LLC (“InnoHold”) retained approximately 82% of the common units in Purple LLC. As of June 30, 2020, Purple Inc. held approximately 68% of the common units of Purple LLC and InnoHold and other Purple LLC Class B Unit holders held approximately 32% of the common units in Purple LLC. |
Variable interest entity, description | Purple Inc. had approximately a 68% economic interest in Purple LLC and consolidated 100% of Purple LLC’s assets, liabilities and results of operations in the Company’s unaudited condensed consolidated financial statements contained herein. At June 30, 2020, InnoHold and other parties owned approximately 32% 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. |
Income tax benefit, description | The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. |
Percenatge of revenue growth | 130.00% |
Business Combination (Details)
Business Combination (Details) shares in Thousands | Feb. 02, 2018shares |
Class A Common Stock [Member] | |
Merger Transaction (Textual) | |
Number of shares issued to stockholders | 9,700 |
Class B Common Stock [Member] | |
Merger Transaction (Textual) | |
Number of shares issued to stockholders | 44,100 |
Shares distribution, description | They are voting common units entitled to share in the profits 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. As of June 30, 2020, 17.5 million Class B Units of Purple LLC remain outstanding. The amended operating agreement appoints Purple Inc. as the sole managing member of Purple LLC. |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Channel | ||||
Revenues, net | $ 165,096 | $ 103,004 | $ 287,471 | $ 186,652 |
Channel [Member] | ||||
Channel | ||||
Revenues, net | 165,096 | 103,004 | 287,471 | 186,652 |
Channel [Member] | Direct-to-consumer [Member] | ||||
Channel | ||||
Revenues, net | 145,180 | 63,710 | 225,867 | 117,474 |
Channel [Member] | Wholesale partner [Member] | ||||
Channel | ||||
Revenues, net | 19,916 | 39,294 | 61,604 | 69,178 |
Product [Member] | ||||
Channel | ||||
Revenues, net | 165,096 | 103,004 | 287,471 | 186,652 |
Product [Member] | Bedding [Member] | ||||
Channel | ||||
Revenues, net | 150,503 | 96,383 | 265,004 | 173,826 |
Product [Member] | Other [Member] | ||||
Channel | ||||
Revenues, net | $ 14,593 | $ 6,621 | $ 22,467 | $ 12,826 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Revenue from Contracts with Customers (Textual) | ||
Customer prepayments | $ 8,338 | $ 6,258 |
Deferred in customer prepayments | $ 6,300 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 17,722 | $ 16,220 |
Work-in-process | 1,317 | 2,713 |
Finished goods | 21,373 | 29,485 |
Inventory obsolescence reserve | (591) | (790) |
Inventories, net | $ 39,821 | $ 47,628 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Equipment | $ 25,709 | $ 19,761 |
Equipment in progress | 5,858 | 5,278 |
Leasehold improvements | 8,056 | 7,040 |
Furniture and fixtures | 5,125 | 4,252 |
Office equipment | 2,012 | 1,523 |
Equipment under capital lease | 662 | 662 |
Total property and equipment | 47,422 | 38,516 |
Accumulated depreciation and amortization | (9,137) | (6,537) |
Property and equipment, net | $ 38,285 | $ 31,979 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Property and Equipment (Textual) | ||||
Depreciation and amortization | $ 1,400 | $ 800 | $ 2,600 | $ 1,500 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Other Liabilities Disclosure [Abstract] | ||
Accrued distributions | $ 4,666 | |
Warranty accrual - current portion | 1,692 | 1,567 |
Website commissions | 1,203 | 897 |
Tax Receivable Agreement liability - current portion | 636 | 501 |
Insurance financing | 510 | 350 |
All other current liabilities | 813 | 640 |
Total other current liabilities | $ 9,520 | $ 3,955 |
Long-Term Debt, Related-Party_2
Long-Term Debt, Related-Party (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Long-term debt, related-party | $ 41,616 | $ 39,202 |
Less: unamortized debt issuance costs and discounts | (3,426) | (3,803) |
Total long-term debt, related-party | $ 38,190 | $ 35,399 |
Long-Term Debt, Related-Party_3
Long-Term Debt, Related-Party (Details Textual) - USD ($) shares in Thousands, $ in Thousands | Feb. 02, 2018 | Jan. 28, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 |
Long-Term Debt, Related-Party (Textual) | |||||||
Principal indebtedness | $ 35,000 | ||||||
Principal amount | $ 25,000 | ||||||
Debt of business combination | $ 500 | ||||||
Amended and restated credit agreement, description | 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 June 30, 2020, the Company was in compliance with all of the covenants in the Amended and Restated Credit Agreement. | 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 $41.6 million in principal borrowings outstanding as of June 30, 2020, comprised of $35.0 million in original loan amount and $6.6 million in capitalized interest. Pursuant to the First Amendment to the Amended and Restated Credit Agreement, the Company did not make any cash interest payments to the Lenders during the three or six months ended June 30, 2020. The Company made a cash interest payment of $0.5 million and $0.8 million during the three and six months ended June 30, 2019, respectively. Pursuant to the Second Amendment to the Amended and Restated Credit Agreement, a negative covenant was removed so that there would not be an event of default if Lenders acquired 25% or more ownership of the Company. 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 May 2020, pursuant to the terms of the warrant agreement upon the condition that Tony Pearce or Terry Pearce individually or together ceased to beneficially own at least 50% of the voting securities of the Company, the exercise price of the warrants were adjust to $0 per share. | |||||
Debt issuance costs | 300 | ||||||
Interest expense related to the amended and restated credit agreement | $ 1,200 | $ 1,200 | 2,400 | $ 2,000 | |||
Loss on extinguishment debt | (6,299) | ||||||
Fair value of the incremental loan warrants | 25,300 | 2,000 | 39,000 | 3,700 | |||
Paid-in-kind interest | $ 1,200 | 700 | 24,000 | 1,200 | |||
Paid in cash | $ 500 | $ 800 | |||||
Amended and Restated Credit Agreement [Member] | |||||||
Long-Term Debt, Related-Party (Textual) | |||||||
Loss on extinguishment debt | $ 2,600 | ||||||
Class A Common Stock [Member] | |||||||
Long-Term Debt, Related-Party (Textual) | |||||||
Aggregate of shares assign to the Lenders | 1,300 | ||||||
Warrant [Member] | |||||||
Long-Term Debt, Related-Party (Textual) | |||||||
Aggregate of shares assign to the Lenders | 2,500 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - Warranty [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Trading price of common stock on measurement date | $ 18 | $ 8.71 |
Exercise price | $ 5.74 | |
Risk free interest rate | 0.24% | 1.69% |
Warrant life in years | 3 years 8 months 12 days | 4 years 2 months 12 days |
Expected volatility | 50.57% | 36.82% |
Expected dividend yield | ||
Probability of an event causing a warrant re-price | 100.00% | 95.00% |
Warrant Liabilities (Details Te
Warrant Liabilities (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Warrant Liabilities (Textual) | ||||
Fair value of the incremental loan warrants | $ 47,000 | $ 21,600 | ||
Warrants [Member] | ||||
Warrant Liabilities (Textual) | ||||
Fair value of the incremental loan warrants | $ 39,000 | $ 3,700 | $ 25,300 | $ 2,000 |
Amended and restated credit agreement, description | 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. In May 2020, Tony Pearce or Terry Pearce individually or together ceased to beneficially own at least 50% of the voting securities of the Company. As a result, the exercise price of the warrants were reduced to $0, based on the formula established in the agreement. |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Other Long-Term Liabilities [Abstract] | ||
Deferred rent expense | $ 6,285 | $ 5,115 |
Warranty accrual | 6,715 | 4,621 |
Capital leases | 474 | 488 |
Total other long-term liabilities | 13,474 | 10,224 |
Less: current portion of long-term liabilities | (1,990) | (1,654) |
Other long-term liabilities, net of current portion | $ 11,484 | $ 8,570 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) shares in Thousands, $ in Thousands | Nov. 08, 2019 | Sep. 09, 2019 | Jan. 09, 2018 | Feb. 28, 2018 | Feb. 02, 2018 | Oct. 31, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Commitments and Contingencies (Textual) | |||||||||||
Required member distributions, percentage | 45.00% | ||||||||||
Service agreement, description | 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. | ||||||||||
Recognized rent expense | $ 1,300 | $ 900 | $ 1,300 | $ 900 | |||||||
Accrued tax distributions liability | $ 4,700 | ||||||||||
Indemnification obligations, description | 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 June 30, 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. | ||||||||||
Purchase agreement, description | 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. | ||||||||||
Non-cancellable operating leases, description | 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. | ||||||||||
Operating leases, description | 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. | ||||||||||
Purchase contract | 10,000 | $ 10,000 | |||||||||
Escrow deposits, description | 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. | 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. The Company filed a second registration statement on Form S-3 that was declared effective on May 14, 2020, pursuant to which InnoHold sold 12.4 million shares of Class A Common Stock. | |||||||||
Termination penalty | 900 | ||||||||||
Other long-term liability | 6,100 | 6,100 | |||||||||
Deferred rent | $ 6,300 | 6,300 | |||||||||
Short-term debt | 200 | ||||||||||
Operating Leases [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Deferred rent included in long term liabilities | $ 5,100 | ||||||||||
Recognized rent expense | 2,600 | $ 1,800 | |||||||||
Mr. Knudsen [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Legal proceedings, description | Mr. Knudsen alleged 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 interest in Purple LLC. Mr. Knudsen also alleged 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 claimed damages of $10.75 million, based on his calculation of the value of a 4% interest in Purple LLC. | ||||||||||
Purple LLC [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
PerfectSense's costs, description | 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. | ||||||||||
Class A Common Stock [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Amount of previously paired securities | $ 13,900 | ||||||||||
Purchase shares | 100 | ||||||||||
Number of shares sold | 11,500 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jan. 28, 2019 | Feb. 28, 2018 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | |
Related Party Transactions (Textual) | ||||||||
Amended and restated credit agreement, description | 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 June 30, 2020, the Company was in compliance with all of the covenants in the Amended and Restated Credit Agreement. | 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 $41.6 million in principal borrowings outstanding as of June 30, 2020, comprised of $35.0 million in original loan amount and $6.6 million in capitalized interest. Pursuant to the First Amendment to the Amended and Restated Credit Agreement, the Company did not make any cash interest payments to the Lenders during the three or six months ended June 30, 2020. The Company made a cash interest payment of $0.5 million and $0.8 million during the three and six months ended June 30, 2019, respectively. Pursuant to the Second Amendment to the Amended and Restated Credit Agreement, a negative covenant was removed so that there would not be an event of default if Lenders acquired 25% or more ownership of the Company. 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 May 2020, pursuant to the terms of the warrant agreement upon the condition that Tony Pearce or Terry Pearce individually or together ceased to beneficially own at least 50% of the voting securities of the Company, the exercise price of the warrants were adjust to $0 per share. | ||||||
Conversion of securities | ||||||||
Subscription agreement, description | 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. | |||||||
InnoHold [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Conversion of securities | $ 13,900 | |||||||
TNT [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Rent expense | $ 200 | $ 300 | $ 400 | $ 600 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares shares in Thousands | 6 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stockholders' Equity (Textual) | |||
Common stocks, description | 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. | ||
Warrants, description | (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 | ||
Preferred stock authorized | 500 | ||
Preferred stock par value | $ 0.0001 | ||
Preferred stock issued | |||
Preferred stock, outstanding | |||
Warrants transaction expire date | |||
Public and Sponsor Warrants [Member] | |||
Stockholders' Equity (Textual) | |||
Warrants term | 5 years | ||
Tony Pearce [Member] | |||
Stockholders' Equity (Textual) | |||
Warrants, description | Beneficially own at least 50% of the voting securities of the Company. As a result, the exercise price of the warrants were reduced to $0, based on the formula established in the agreement. | ||
Purple LLC [Member] | |||
Stockholders' Equity (Textual) | |||
Percentage of noncontrolling interest | 32.00% | 82.00% | |
Class A Common Stock | |||
Stockholders' Equity (Textual) | |||
Warrants expiration date, description | |||
Warrants outstanding | 28,300 | ||
Common stock authorized | 210,000 | 210,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock issued | 36,468 | 22,494 | |
Common stock, shares outstanding | 36,468 | 22,494 | |
Common stocks, description | 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. | ||
Warrants issued | 1,550 | ||
Shares issued | 1,300 | ||
Purchase warrants, shares | 2,600 | ||
Class B Common Stock [Member] | |||
Stockholders' Equity (Textual) | |||
Common stock authorized | 90,000 | 90,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock issued | 17,510 | 31,394 | |
Common stock, shares outstanding | 17,510 | 31,394 | |
GPAC [Member] | |||
Stockholders' Equity (Textual) | |||
Warrants outstanding | 28,300 | ||
InnoHold [Member] | Class B Common Stock [Member] | |||
Stockholders' Equity (Textual) | |||
Common stock, shares outstanding | 17,500 | ||
InnoHold [Member] | Series B Stock [Member] | |||
Stockholders' Equity (Textual) | |||
Shares issued | 44,100 | ||
Class A Common Stock [Member] | |||
Stockholders' Equity (Textual) | |||
Warrants to purchase of common stock price per share | $ 5.74 | ||
Warrants expiration date, description | |||
Warrants issued | 2,600 | ||
Warrants, description | 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 Class A Stock equal to the quotient obtained by dividing (x) the product of the number of 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. | ||
Sponsor Warrants [Member] | |||
Stockholders' Equity (Textual) | |||
Warrants issued | 12,800 | ||
Warrants, description | Each of the Company’s warrants entitles the registered holder to purchase one-half of one share of the Company’s Class A Stock at a price of $5.75 per half share ($11.50 per full share), subject to adjustment pursuant to the terms of the warrant agreement. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Income Taxes (Textual) | |||
Tax receivable agreement, description | The estimation of liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount and timing of future taxable income. As a result of the initial merger transaction and 26.6 million to date exchanges of Class B Units for Class A Stock, the potential future TRA liability is $81.5 million, of which $78.7 million has been recorded through the second quarter of 2020. Due to the release of the Company's valuation allowance on the deferred tax assets to which the Tax Receivable Agreement liability relates, only $78.7 of the $81.5 million has been recorded to date ($0.5 million in 2019 and an incremental $78.2 million through June 30, 2020). Of the total liability recorded during 2020, $45.3 million relates to current year exchanges and was recorded as an adjustment to equity and $32.9 was recorded to expense in order to reestablish the TRA related to prior year exchanges. The additional $2.8 million is expected to be recorded in the third and fourth quarters of the year ending December 31, 2020. | ||
Tax receivable agreement, percentage | 80.00% | 80.00% | |
Effective tax rate | (166.00%) | ||
Net deferred tax assets | $ 100,643 | $ 100,643 | |
U.S. federal corporate tax rate, description | The Company currently estimates its annual effective income tax rate to be 0.4%. The annualized effective tax rate for the Company differs from the federal rate of 21% primarily due to (1) the release of a portion of the valuation allowance through the current year’s annual effective tax rate calculation, and (2) NCI in Purple LLC that is allocated to InnoHold and others. | ||
Income tax benefit | 35,700 | $ 35,400 | |
Adjusted taxable income, description | The Company is no longer in a three-year cumulative loss position. As a result of the removal of this negative evidence and other items of positive evidence, the Company has determined that the deferred tax assets are now more likely than not to be realized. Accordingly, $32.8 million of the valuation allowance associated with the Company's federal and state deferred tax assets was released and recorded as an income tax benefit during the period ended June 30, 2020. An additional $2.7 million of remaining valuation allowance will be released in subsequent quarters as taxes are recorded. In addition, and in conjunction with the removal of the valuation allowance, the Company recorded an additional $59.0 million in deferred tax assets primarily related to tax basis increases resulting from exchanges of Class B Paired Securities during the six months ended June 30, 2020. The deferred tax assets at June 30, 2020 are $112.1 million with $11.5 million of remaining valuation allowance recorded against the deferred tax assets, which will be released in subsequent quarters. $8.8 million of valuation allowance has been recorded against the residual outside partnership basis for the amount the Company believes is not more likely than not realizable. | ||
Valuation allowance | $ 443,000 | $ 443,000 | |
InnoHold [Member] | |||
Income Taxes (Textual) | |||
Tax receivable agreement, description | 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 by the Company as a result of, and additional tax basis arising from, payments it makes under the TRA. | ||
Tax receivable agreement, percentage | 80.00% | 80.00% | |
CARES Act [Member] | |||
Income Taxes (Textual) | |||
Adjusted taxable income, description | The COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (CARES Act) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 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 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. | ||
Corporate charitable deduction, description | In 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 six months ended June 30, 2020, relating to increased 2019 NOL utilization and tax benefits from NOL carrybacks. We have recorded a discrete benefit of $0.5 million in our income tax provision for the six months ended June 30, 2020 related to the CARES Act. |
Net Income (Loss) Per Common _3
Net Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Net income (loss) (numerator): | ||||
Net income (loss) attributable to Purple Innovation, Inc.-basic | $ (1,981) | $ (1,338) | $ 6,854 | $ (1,468) |
Add: Net income (loss) attributed to the noncontrolling interest | (3,841) | 7,325 | ||
Net income (loss) attributable to Purple Innovation, Inc.-diluted | $ (5,822) | $ (1,338) | $ 14,179 | $ (1,468) |
Weighted average shares (denominator): | ||||
Weighted average shares—basic | 29,277 | 8,457 | 25,976 | 8,447 |
Add: Dilutive effects of equity awards | 1,515 | |||
Add: Dilutive effects of Class B Common Stock | 24,720 | 27,530 | ||
Weighted average shares—diluted | 53,997 | 8,457 | 55,021 | 8,447 |
Net income (loss) per common share: | ||||
Basic | $ (0.07) | $ (0.16) | $ 0.26 | $ (0.17) |
Diluted | $ (0.11) | $ (0.16) | $ 0.26 | $ (0.17) |
Net Income (Loss) Per Common _4
Net Income (Loss) Per Common Share (Details Textual) - Class A Common Stock - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Net Income (Loss) Per Common Share (Textual) | ||||
Excluded shares of issued common stock subject to vesting | 100 | 4,410 | 100 | 4,410 |
Shares of common stock issuable upon conversion of warrants | 4,900 | 18,100 | 2,600 | 18,100 |
Common stock issuable upon conversion | 1,300 | 1,300 |
Equity Compensation Plans (Deta
Equity Compensation Plans (Details) | 6 Months Ended |
Jun. 30, 2020USD ($)$ / shares | |
Expected dividend yield | $ | |
Minimum [Member] | |
Fair market value | $ 8.02 |
Exercise price | $ 12.76 |
Risk free interest rate | 0.21% |
Expected term in years | 2 years 6 months |
Expected volatility | 38.28% |
Maximum [Member] | |
Fair market value | $ 15.12 |
Exercise price | $ 15.12 |
Risk free interest rate | 0.61% |
Expected term in years | 3 years 6 months 21 days |
Expected volatility | 54.45% |
Equity Compensation Plans (De_2
Equity Compensation Plans (Details 1) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Options outstanding as of January 1, 2020 | shares | 2,136 |
Options, Granted | shares | 309 |
Options, Exercised | shares | (14) |
Options, Forfeited/cancelled | shares | (20) |
Options outstanding as of June 30, 2020 | shares | 2,411 |
Weighted Average Exercise Price, outstanding as of January 1, 2020 | $ / shares | $ 6.95 |
Weighted Average Exercise Price, Granted | $ / shares | 13.11 |
Weighted Average Exercise Price, Exercised | $ / shares | 6.51 |
Weighted Average Exercise Price, Forfeited/cancelled | $ / shares | 6.51 |
Weighted Average Exercise Price, outstanding as of June 30, 2020 | $ / shares | $ 7.75 |
Weighted Average Remaining Contractual Term in Years, outstanding as of January 1, 2020 | 4 years 3 months 19 days |
Weighted Average Remaining Contractual Term in Years, outstanding as of June 30, 2020 | 3 years 10 months 25 days |
Intrinsic Value, outstanding as of January 1, 2020 | $ | $ 3,752 |
Intrinsic Value, Granted | $ | |
Intrinsic Value, Exercised | $ | |
Intrinsic Value, Forfeited/cancelled | $ | |
Intrinsic Value, outstanding as of June 30, 2020 | $ | $ 24,719 |
Equity Compensation Plans (De_3
Equity Compensation Plans (Details 2) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Options Outstanding Weighted Average Remaining Life (Years) | 4 years 3 months 19 days |
5.75 [Member] | |
Options Outstanding, Exercise Prices | $ / shares | $ 5.75 |
Options Outstanding Number of Options Outstanding | 250 |
Options Outstanding Weighted Average Remaining Life (Years) | 3 years 7 months 21 days |
Options Exercisable, Number of Options Exercisable | 83 |
Options Exercisable, Weighted Average Remaining Life (Years) | 3 years 7 months 21 days |
Options Exercisable, Intrinsic Value | $ | $ 1,021 |
5.95 [Member] | |
Options Outstanding, Exercise Prices | $ / shares | $ 5.95 |
Options Outstanding Number of Options Outstanding | 538 |
Options Outstanding Weighted Average Remaining Life (Years) | 3 years 2 months 30 days |
Options Exercisable, Number of Options Exercisable | 224 |
Options Exercisable, Weighted Average Remaining Life (Years) | 3 years 2 months 30 days |
Options Exercisable, Intrinsic Value | $ | $ 2,701 |
6.51 [Member] | |
Options Outstanding, Exercise Prices | $ / shares | $ 6.51 |
Options Outstanding Number of Options Outstanding | 325 |
Options Outstanding Weighted Average Remaining Life (Years) | 3 years 10 months 21 days |
Options Exercisable, Number of Options Exercisable | 92 |
Options Exercisable, Weighted Average Remaining Life (Years) | 3 years 10 months 21 days |
Options Exercisable, Intrinsic Value | $ | $ 1,059 |
6.65 [Member] | |
Options Outstanding, Exercise Prices | $ / shares | $ 6.65 |
Options Outstanding Number of Options Outstanding | 200 |
Options Outstanding Weighted Average Remaining Life (Years) | 3 years 10 months 10 days |
Options Exercisable, Number of Options Exercisable | 54 |
Options Exercisable, Weighted Average Remaining Life (Years) | 3 years 10 months 10 days |
Options Exercisable, Intrinsic Value | $ | $ 615 |
7.99 [Member] | |
Options Outstanding, Exercise Prices | $ / shares | $ 7.99 |
Options Outstanding Number of Options Outstanding | 28 |
Options Outstanding Weighted Average Remaining Life (Years) | 4 years 5 months 1 day |
Options Exercisable, Number of Options Exercisable | 9 |
Options Exercisable, Weighted Average Remaining Life (Years) | 4 years 5 months 1 day |
Options Exercisable, Intrinsic Value | $ | $ 86 |
8.07 [Member] | |
Options Outstanding, Exercise Prices | $ / shares | $ 8.07 |
Options Outstanding Number of Options Outstanding | 8 |
Options Outstanding Weighted Average Remaining Life (Years) | 4 years 1 month 27 days |
Options Exercisable, Number of Options Exercisable | |
Options Exercisable, Intrinsic Value | $ | |
8.17 [Member] | |
Options Outstanding, Exercise Prices | $ / shares | $ 8.17 |
Options Outstanding Number of Options Outstanding | 325 |
Options Outstanding Weighted Average Remaining Life (Years) | 4 years 2 months 30 days |
Options Exercisable, Number of Options Exercisable | 102 |
Options Exercisable, Weighted Average Remaining Life (Years) | 4 years 2 months 30 days |
Options Exercisable, Intrinsic Value | $ | $ 998 |
8.32 [Member] | |
Options Outstanding, Exercise Prices | $ / shares | $ 8.32 |
Options Outstanding Number of Options Outstanding | 250 |
Options Outstanding Weighted Average Remaining Life (Years) | 4 years |
Options Exercisable, Number of Options Exercisable | |
Options Exercisable, Intrinsic Value | $ | |
8.55 [Member] | |
Options Outstanding, Exercise Prices | $ / shares | $ 8.55 |
Options Outstanding Number of Options Outstanding | 179 |
Options Outstanding Weighted Average Remaining Life (Years) | 4 years 2 months 30 days |
Options Exercisable, Number of Options Exercisable | |
Options Exercisable, Weighted Average Remaining Life (Years) | |
Options Exercisable, Intrinsic Value | $ | |
12.76 [Member] | |
Options Outstanding, Exercise Prices | $ / shares | $ 12.76 |
Options Outstanding Number of Options Outstanding | 25 |
Options Outstanding Weighted Average Remaining Life (Years) | 4 years 8 months 12 days |
Options Exercisable, Number of Options Exercisable | |
Options Exercisable, Intrinsic Value | $ | |
13.12 [Member] | |
Options Outstanding, Exercise Prices | $ / shares | $ 13.12 |
Options Outstanding Number of Options Outstanding | 281 |
Options Outstanding Weighted Average Remaining Life (Years) | 4 years 8 months 9 days |
Options Exercisable, Number of Options Exercisable | 17 |
Options Exercisable, Weighted Average Remaining Life (Years) | 3 years 10 months 17 days |
Options Exercisable, Intrinsic Value | $ | $ 83 |
15.12 [Member] | |
Options Outstanding, Exercise Prices | $ / shares | $ 15.12 |
Options Outstanding Number of Options Outstanding | 3 |
Options Outstanding Weighted Average Remaining Life (Years) | 4 years 10 months 17 days |
Options Exercisable, Number of Options Exercisable | |
Options Exercisable, Intrinsic Value | $ |
Equity Compensation Plans (De_4
Equity Compensation Plans (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Total non-cash stock-based compensation | $ 962 | $ 6,733 | $ 1,212 | $ 6,806 |
Cost of revenues [Member] | ||||
Total non-cash stock-based compensation | 45 | 453 | 80 | 465 |
Marketing and sales [Member] | ||||
Total non-cash stock-based compensation | 88 | 2,883 | 148 | 2,883 |
General and administrative [Member] | ||||
Total non-cash stock-based compensation | 507 | 2,881 | 659 | 2,942 |
Research and development [Member] | ||||
Total non-cash stock-based compensation | $ 332 | $ 516 | $ 325 | $ 516 |
Equity Compensation Plans (De_5
Equity Compensation Plans (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
May 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Equity Compensation Plans (Textual) | |||||
Stock-based compensation expense | $ 400 | $ 100 | $ 600 | $ 200 | |
Unrecognized stock compensation cost | $ 400 | $ 300 | |||
InnoHold incentive units, description | 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 June 30, 2020, 0.8 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. | ||||
Stock Options [Member] | |||||
Equity Compensation Plans (Textual) | |||||
Unrecognized stock compensation cost | $ 3,700 | ||||
Remaining recognition period | 2 years 10 months 6 days | ||||
Employee Stock Option [Member] | |||||
Equity Compensation Plans (Textual) | |||||
Vesting period | 4 years | ||||
Stock option expire date | 5 years | ||||
Minimum [Member] | Employee Stock Option [Member] | |||||
Equity Compensation Plans (Textual) | |||||
Stock option exercise price | $ 12.76 | $ 12.76 | |||
Maximum [Member] | Employee Stock Option [Member] | |||||
Equity Compensation Plans (Textual) | |||||
Stock option exercise price | $ 15.12 | $ 15.12 | |||
2017 Equity Incentive Plan [Member] | |||||
Equity Compensation Plans (Textual) | |||||
Class A stock authorized | 4,100 | 4,100 | |||
Shares remain available | 2,000 | 2,000 | |||
Fair value of the restricted stock grant date | $ 700 | ||||
2017 Equity Incentive Plan [Member] | Minimum [Member] | |||||
Equity Compensation Plans (Textual) | |||||
Vesting period | 3 years | ||||
2017 Equity Incentive Plan [Member] | Maximum [Member] | |||||
Equity Compensation Plans (Textual) | |||||
Vesting period | 4 years |
Employee Retirement Plan (Detai
Employee Retirement Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Employee Retirement Plan (Textual) | ||||
Employee retirement plan, description | The plan provides for Company matching of employee contributions up to 5% of eligible earnings. Company contributions immediately vest. | |||
Contribution expense | $ 600 | $ 300 | $ 100 | $ 600 |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 21, 2020ft² |
Warehouse [Member] | Subsequent Event [Member] | |
Subsequent Events (Textual) | |
Warehouse and manufacturing space | 520,000 |