What changed in this filing

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Item 1A. Risk Factors

2021-08-09 compared with 2021-05-17 · 118 added, 89 removed, 12 unchanged (95% of the section changed)

as described below, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K

filed with the Securities and Exchange Commission on March 11, 2021 as amended by Form 10-K/A filed on May 10, 2021.

and Litigation Risks

requirements relating to the manufacture and disposal of mattresses may increase our product costs and increase the risk of disruption

to our business.

Consumer Product Safety Commission (“CPSC”) and other jurisdictions have adopted rules relating to fire retardancy standards

for the mattress industry.

Some states and the U.S.

Congress continue to consider fire retardancy regulations that may be different from

or more stringent than the current standard.

In addition, these regulations require manufacturers to implement quality assurance programs

and encourage manufacturers to conduct random testing of products.

These regulations also require maintenance and retention of compliance

documentation.

These quality assurance and documentation requirements are costly to implement and maintain.

If any product testing, other

evidence, or regulatory inspections yield results indicating that any of our products may not meet the flammability standards, we may

be required to temporarily cease production and distribution or to recall products from the field, and we may be subject to fines or

penalties, any of which outcomes could harm our business, reputation, sales, profitability, cash flows and financial condition.

CPSC adopted new flammability standards and related regulations which became effective nationwide in July 2007 for mattresses and mattress

and foundation sets.

Compliance with these requirements has resulted in higher materials and manufacturing costs for our products and

has required modifications to our information systems and business operations, further increasing our costs and negatively impacting

our capacity.

Some states and the U.S.

Congress continue to consider fire retardancy regulations that may be different from or more stringent

than the CPSC standard.

Adoption of multi-layered regulatory regimes, particularly if they conflict with each other, could increase our

costs, alter our manufacturing processes and impair the performance of our products which may have an adverse effect on our business.

California recently enacted laws effective in 2021 requiring mattress retailers delivering mattresses via common carrier in California

to offer to pick up their customers’ old mattresses at no cost to the customer.

Additionally, California, Rhode Island and Connecticut

have all enacted laws requiring the recycling of mattresses discarded in their states.

State and local bedding industry regulations vary

among the states in which we operate but generally impose requirements as to the proper labeling of bedding merchandise, restrictions

regarding the identification of merchandise as “new” or otherwise, controls as to hygiene and other aspects of product handling,

disposal, sales, resales and penalties for violations.

We or our suppliers may be required to incur significant expense to the extent

that these regulations change and require new and different compliance measures.

legislation aimed at improving the fire retardancy of mattresses, regulating the handling of mattresses in connection with preventing

or controlling the spread of bed bugs could be passed, or requiring the collection or recycling of discarded mattresses, could result

in product recalls or in a significant increase in the cost of operating our business.

In addition, failure to comply with these various

regulations may result in penalties, the inability to conduct business as previously conducted or at all, or adverse publicity, among

other things.

Adoption of multi-layered regulatory regimes, particularly if they conflict with each other, could increase our costs,

alter our manufacturing processes and impair the performance of our products which may have an adverse effect on our business.

also subject to various health and environmental provisions such as 16 CFR Part 1633 (Standard for the Flammability (Open Flame) of Mattress

as described below, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K filed

with the SEC on March 11, 2021 as amended by Form 10-K/A filed on May 10, 2021.The disclosure of risks identified below does not imply

that the risk has not already materialized.

Disruption of operations in our manufacturing

facilities, including as a result of, among other things, workplace injuries, pandemics or natural disasters, has and could increase our

costs of doing business or lead to delays in shipping our products and could materially adversely affect our operating results and our

ability to grow our business.

We have three manufacturing

plants, which are located in Alpine, Utah, Grantsville, Utah, and McDonough, Georgia.

We began operations on March 3, 2021 in McDonough,

In the future we may also enter into leases for additional manufacturing plants.

The disruption of operations

of our manufacturing facilities for a significant period of time, or even permanently, or disruptions to the scheduled build-out of the

Georgia facility such as through a closure related to the COVID-19 pandemic or the loss of a lease, may increase our costs of doing business

and lead to delays in shipping our products to customers and could materially adversely affect our operating results and our ability to

grow our business.

In addition, the occurrence of workplace injuries or other industrial accidents at one or more of our manufacturing

plants has required, and may require in the future, that we suspend production or modify our operations, which could lead to delays in

manufacturing and shipping our products to customers.

Likewise, acts of workplace violence may require us to temporarily suspend production

or modify our operations.

Such delays could adversely affect our sales, customer satisfaction, profitability, cash flows, liquidity and

financial condition.

Because two of our currently operating manufacturing plants are located within the same geographic region, regional

economic downturns, natural disasters, closures due to COVID-19, the unavailability of utilities as a result of climate events or otherwise,

or other issues could potentially disrupt a significant portion of our manufacturing and other operating activities, which could adversely

affect our business.

On March 18, 2020, Magna, Utah was the epicenter of a 5.7 magnitude earthquake that was felt approximately 20

miles away at our Grantsville, Utah manufacturing plant but not felt at our Alpine, Utah manufacturing plant.

Since that date, there have

been approximately one-thousand aftershocks.

Though no damage occurred at either manufacturing plant from the 5.7 earthquake or its aftershocks,

continued or increased earthquake activity in the area could disrupt manufacturing and other operating activities, which could adversely

affect our business.

Our manufacturing processes involve the

5 unchanged sentences

accident, mechanical failure, industrial accident or any similar problem involving any one or more of our facilities has required, and

may require us in the future, that we suspend production at one or more of our manufacturing plants, which could lead to delays in manufacturing

may require in the future, that we suspend production at one or more of our manufacturing plants, which could lead to delays in manufacturing

and shipping our products and adversely affect our business and results of operations.

3 unchanged sentences

to meet workplace safety standards or, if our employees or customers perceive us having a poor safety record, it could materially impact

our ability to attract and retain new employees and our reputation with our customers could suffer, which could adversely affect our business

and results of operations.

The occurrence of such incidents

could also result in investigations by or the imposition of fines from regulatory authorities or require us to implement corrective actions

to address the causes of such incidents, which could require the expenditure of significant resources and may adversely affect our financial

condition and operations.

Further, the occurrence of such incidents may result in litigation, including personal injury or workers’

compensation claims, which could also adversely affect our financial condition and reputation.

While we maintain insurance coverage for

certain types of losses, such insurance coverage may be insufficient to cover all losses that may arise.

Risks Related to

Our Operations

Disruption of operations

in our manufacturing facilities, including as a result of, among other things, workplace injuries, pandemics or natural disasters, has

and could increase our costs of doing business or lead to delays in shipping our products.

have two manufacturing plants, which are located in Alpine, Utah and Grantsville, Utah.

We began operations on March 3, 2021 at a third

manufacturing plant in McDonough, Georgia that manufactures and distributes products.

In the future we may also enter into leases for

additional manufacturing plants.

we can produce some of our products at both Utah sites, we have consolidated production of certain products at each site.

Therefore, the

disruption of operations of our manufacturing facilities, particularly where manufacturing has been consolidated, for a significant period

of time, or even permanently, or disruptions to the scheduled build-out of the Georgia facility such as through a closure related to the

COVID-19 pandemic or the loss of the lease, may increase our costs of doing business and lead to delays in shipping our products to customers.

In addition, the occurrence of workplace injuries or other industrial accidents at one or more of our manufacturing plants has required,

and may require in the future, that we suspend production or modify our operations, which could lead to delays in manufacturing and

shipping our products to customers.

Such delays could adversely affect our sales, customer satisfaction, profitability, cash flows, liquidity

and financial condition.

Because two of our currently operating manufacturing plants are located within the same geographic region, regional

economic downturns, natural disasters, closures due to COVID-19 or other issues could potentially disrupt a significant portion of our

manufacturing and other operating activities, which could adversely affect our business.

On March 18, 2020, Magna, Utah was the epicenter

of a 5.7 magnitude earthquake that was felt approximately 20 miles away at our Grantsville, Utah manufacturing plant but not felt at our

Alpine, Utah manufacturing plant.

Since that date, there have been approximately one-thousand aftershocks.

Though no damage occurred at

either manufacturing plant from the 5.7 earthquake or its aftershocks, continued or increased earthquake activity in the area could disrupt

manufacturing and other operating activities, which could adversely affect our business.

our ability to attract and retain new employees and our reputation with our customers could suffer, which could adversely affect our

business and results of operations.

We recently experienced an

incident involving our manufacturing equipment that resulted in the death of one of our employees.

As a result, we ceased using such equipment

while we evaluated the safety of our manufacturing equipment and identified and implemented safety improvements.

In addition, once safety

improvements were implemented and manufacturing resumed, we experienced unanticipated mechanical

and maintenance issues while ramping up to normal production.

These delays in production limited our ability to fill customer orders,

which has adversely affected our financial results.

Other incidents could result in further production delays, which could adversely affect our operating performance and reputation with our customers.

While we have lowered our risk of future safety incidents by committing significant

financial resources and time to implement safety improvements, these safety improvements may cause our production output to decrease and

could materially adversely affect our operating results and our ability to grow our business.

The occurrence of this and

other such incidents could also result in investigations by or the imposition of fines from regulatory authorities or require us to implement

corrective actions to address the causes of such incidents, which could require the expenditure of significant resources and may adversely

affect our financial condition and operations.

Further, the occurrence of such incidents may result in litigation, including personal

injury or workers’ compensation claims, which could also adversely affect our financial condition and reputation.

While we maintain

insurance coverage for certain types of losses, such insurance coverage may be insufficient to cover all losses that may arise.

We depend on executive employees, and if

we lose the services of members of the executive team, we may not be able to run our business effectively.

Our future success depends in part on our ability to attract and retain

key executive, merchandising, marketing, sales, finance, operations and engineering personnel.

If any of our executives cease to be employed

by us, or if our growth or other changes in circumstances require executives with additional skill sets, we would have to hire replacement

or additional qualified personnel.

Our ability to successfully attract and hire other experienced and qualified executives cannot be assured

and may be difficult because we face competition for these professionals from our competitors, our suppliers and other companies operating

in our industry and in our geographic locations.

Departures and any delay in replacing executives could significantly disrupt

our ability to grow and pursue our strategic plans.

While we believe our current executives have benefitted and will continue to benefit

us, finding qualified replacements is time-consuming, takes Company resources, and can disrupt our growth and achievement of strategic

We do not maintain key-person insurance for members of our executive management team.

Regulatory requirements relating to the

manufacture and disposal of mattresses may increase our product costs and increase the risk of disruption to our business.

Consumer Product

Safety Commission (“CPSC”) and other jurisdictions have adopted rules relating to fire retardancy standards for the mattress

Some states and the U.S.

Congress continue to consider fire retardancy regulations that may be different from or more stringent

than the current standard.

In addition, these regulations require manufacturers to implement quality assurance programs and encourage

manufacturers to conduct random testing of products.

These regulations also require maintenance and retention of compliance documentation.

These quality assurance and documentation requirements are costly to implement and maintain.

If any product testing, other evidence, or

regulatory inspections yield results indicating that any of our products may not meet the flammability standards, we may be required to

temporarily cease production and distribution or to recall products from the field, and we may be subject to fines or penalties, any of

which outcomes could harm our business, reputation, sales, profitability, cash flows and financial condition.

The CPSC adopted new flammability

standards and related regulations which became effective nationwide in July 2007 for mattresses and mattress and foundation sets.

with these requirements has resulted in higher materials and manufacturing costs for our products and has required modifications to our

information systems and business operations, further increasing our costs and negatively impacting our capacity.

Some states and the U.S.

Congress continue to consider fire retardancy regulations that may be different from or more stringent than the CPSC standard.

of multi-layered regulatory regimes, particularly if they conflict with each other, could increase our costs, alter our manufacturing

processes and impair the performance of our products which may have an adverse effect on our business.

Also, California recently

enacted laws effective in 2021 requiring mattress retailers delivering mattresses via common carrier in California to offer to pick up

their customers’ old mattresses at no cost to the customer.

Additionally, California, Rhode Island and Connecticut have all enacted

laws requiring the recycling of mattresses discarded in their states.

State and local bedding industry regulations vary among the states

in which we operate but generally impose requirements as to the proper labeling of bedding merchandise, restrictions regarding the identification

of merchandise as “new” or otherwise, controls as to hygiene and other aspects of product handling, disposal, sales, resales

and penalties for violations.

We or our suppliers may be required to incur significant expense to the extent that these regulations change

and require new and different compliance measures.

New legislation aimed at improving

the fire retardancy of mattresses, regulating the handling of mattresses in connection with preventing or controlling the spread of bed

bugs could be passed, or requiring the collection or recycling of discarded mattresses, could result in product recalls or in a significant

increase in the cost of operating our business.

In addition, failure to comply with these various regulations may result in penalties,

the inability to conduct business as previously conducted or at all, or adverse publicity, among other things.

Adoption of multi-layered

regulatory regimes, particularly if they conflict with each other, could increase our costs, alter our manufacturing processes and impair

the performance of our products which may have an adverse effect on our business.

We are also subject to various health and environmental

provisions such as 16 CFR Part 1633 (Standard for the Flammability (Open Flame) of Mattress Sets).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors