Purple Innovation, Inc. 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion is intended to provide a review of the operating results and financial condition of Purple Innovation, Inc. The discussion should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and the notes thereto included in “Part I. Item 1. Financial Statements.” FORWARD-LOOKING STATEMENTS This quarterly report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that represent our current expectations and beliefs. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. In some cases, you can identify these statements by forward-looking words such as “believe,” “expect,” “project,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “will,” “would,” “could,” “may,” “might,” the negative of these words and other similar words. All forward-looking statements included in this Quarterly Report are made only as of the date thereof. It is routine for our internal projections and expectations to change throughout the year, and any forward-looking statements based upon these projections or expectations may change prior to the end of the next quarter or year. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses (including the discussion under the heading “Outlook for Growth”), and other characterizations of future events or circumstances are forward-looking statements. We caution and advise readers that these statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those included in the “Risk Factors” section of this Quarterly Report and in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2024. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements and investors are cautioned not to place undue reliance on any such statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Overview of Our Business Our mission is to help people feel and live better through innovative comfort solutions. We are an omni-channel company that began as a digitally-native vertical brand founded on comfort product innovation with premium offerings. We design and manufacture a variety of innovative, branded and premium comfort products, including mattresses, pillows, cushions, frames, sheets, duvets, duvet covers, and other products. Our products are the result of over 30 years of innovation and investment in proprietary and patented comfort technologies and the development of our own manufacturing processes. Our proprietary Hyper-Elastic Polymer gel technology underpins many of our comfort products and provides a range of benefits that differentiate our offerings from other competitors’ products. We sell our products via our DTC channels, including Purple.com, online marketplaces (e.g., Amazon), our customer contact center, Purple showrooms and through wholesale retailers. 25 Organization Our business consists of Purple Inc. and its consolidated subsidiary, Purple LLC. 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. At March 31, 2024, Purple Inc. had a 99.8% economic interest in Purple LLC while Class B unit holders had the remaining 0.2%. Recent Developments in Our Business Operational Developments – Launch of New Premium and Luxe Product Lineups Beginning in 2022 and continuing into 2023, we expanded our focus on product development and increased our innovation capabilities. As a result, in May 2023, we launched our new Premium and Luxe product lineups. This launch was supported by enhancements to our in-store presence and refinements to our marketing programs and brand messaging. The response to our new products and enhanced brand positioning has been extremely positive. As consumer spending habits have moved away from the COVID era e-commerce spike to brick and mortar buying, we have grown the number of Purple showrooms to 60 as of March 31, 2024. In addition, we have focused on growing our placements with wholesale partners and improving wholesale door productivity. By the end of 2023, we had transitioned all of our wholesale partners to the new line of mattress products. Improving the sales productivity of both our wholesale partners and existing showrooms remains a primary focus and critical component of our strategy to respond to shifting demand patterns. We are also diligently working to improve e-commerce conversion by determining ways to best optimize traffic on our website. We experienced several years of growth during the pandemic and increased investments to support current and future expansion. After right-sizing our operations, improving our execution, and refining our strategies to drive share gains in the premium mattress category, we are now building the framework for improved operational maturity and accountability to position us for accelerated growth. With the introduction of our new product lineups, we initiated a new marketing campaign which included enhanced brand positioning and increased media investment at the top of the acquisition funnel. In 2024, we believe we can achieve efficiencies with our media investments by targeting specific segments most likely to purchase Purple and by focusing more effort on those consumers currently in the market for a sleep product. We believe we have set the right course for the next stage of growth for the Company. Debt Financing On January 23, 2024, we entered into the Amended and Restated Credit Agreement, which amended and restated the Term Loan Agreement, with the Lenders. The Lenders agreed to assume our obligations under the Term Loan Agreement and agreed to refinance our existing obligations. Pursuant to the Amended and Restated Credit Agreement, we borrowed $61.0 million from the Lenders that was used to repay the $25.0 million of Term Loans outstanding, the $5.0 million of ABL Loans outstanding, loan fees, premiums and expenses incurred in connection with this transaction, and provided net proceeds to us (after payments of outstanding debt, unpaid accrued interest, and expenses) equal to approximately $27.0 million. Interest on the new loan is payable each month and the principal outstanding matures and is due on December 31, 2026. We may elect for interest to be capitalized and added to the principal amount. The loan bears interest at a rate equal to (i) the secured overnight financing rate plus 0.10%, with a floor of 3.5% per annum, plus (ii) 8.25% per annum (or, if Purple LLC elects to pay interest in kind to reduce its cash obligations, 10.25% per annum). Any prepayments on or after August 7, 2024 but before August 7, 2025 are subject to a prepayment penalty of 1.25%, and any prepayments on or after August 7, 2025 are subject to a prepayment penalty of 2.50%. We may request an additional term loan from the Lenders in an aggregate amount not to exceed $19.0 million on terms requested by us to the extent agreed to by the Lenders at their discretion. The Amended and Restated Credit Agreement also removed restrictions and requirements typically associated with an asset-based loan. In connection with our execution of the Amended and Restated Credit Agreement, all obligations under the 2023 Credit Agreements were paid in full and the 2023 Agreements were terminated. 26 Warrants In connection with the Amended and Restated Credit Agreement, we issued Warrants to the Lenders to purchase 20.0 million shares of our Class A common stock. Each Warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $1.50 per share, subject to adjustment. The Warrants will expire on the 10-year anniversary of issuance, or earlier upon redemption. A holder of the Warrants will not have the right to exercise them, to the extent that after giving effect to such exercise, the holder (together with its affiliates) would beneficially own in excess of 49.9% of the shares of Class A common stock outstanding immediately after giving effect to such exercise. The Warrants contain certain provisions that do not meet the criteria for equity classification and therefore were recorded as liabilities. The liability for these Warrants was recorded at a fair value of $19.6 million on the date of issuance with the offset included in debt issuance costs. This liability is re-measured to fair value at each reporting date or exercise date with changes in the fair value included in earnings. During the three months ended March 31, 2024, we recognized a loss of $23.6 million in our condensed consolidated statement of operations related to an increase in the fair value of the Warrants outstanding at March 31, 2024. Registration Rights Agreement In connection with the issuance of the Warrants, we entered into the Registration Rights Agreement with the Holders, providing for the registration of Registrable Securities, subject to customary terms and conditions. We are responsible for the payment of the Holders’ expenses in connection with any offering or sale of Registrable Securities by the Holders, including underwriting discounts or selling commissions, placement agent or broker fees or similar discounts, commissions or fees relating to the sale of certain Registrable Securities. On March 21, 2024, we filed a registration statement registering the Registrable Securities. Amended Employment Agreement and Special Recognition Bonuses On January 26, 2024, the Board approved an amendment to our Chief Executive Officer’s employment agreement. Under the amendment, we agreed that, among other things: (i) the Chief Executive Officer’s base salary will be increased, effective March 19, 2024, to $0.7 million; (ii) the Chief Executive Officer will be eligible to earn an incremental aggregate cash bonus equal to $0.9 million that will vest 10% on August 1, 2024, 20% on February 1, 2025, and 70% on August 1, 2025, provided he continues to be employed by us and subject to the Chief Executive Officer’s obligation to repay any such bonus actually received in the event his employment is terminated other than by us without cause prior to June 30, 2026, subject to certain conditions; and (iii) the Chief Executive Officer will be eligible to earn a cash payment of up to $5.0 million, less tax and other required withholdings, based on the Volume Weighted Average Price per share of our Class A common stock on NASDAQ during the period from March 16, 2026 through June 30, 2026 subject to his continued employment with us. The amount earned will be payable in quarterly installments commencing with the first payroll period following June 30, 2026. Also, on January 26, 2024, the Board unanimously approved a special recognition bonus payment to certain members of our senior leadership team. Each participant is eligible to earn a special recognition bonus payment equal to 15 months of their regular salary. The special recognition bonus payment is payable, subject to the employee’s continued employment with us, 10% on August 1, 2024, 20% on February 1, 2025, and 70% on August 1, 2025. Executive Summary – Results of Operations Net revenues increased 12.5% to $120.0 million for the three months ended March 31, 2024 compared to $106.7 million for the three months ended March 31, 2023. This increase was primarily due to a $13.4 million, or 33.1%, increase in wholesale channel net revenues. This growth reflected the continued positive response by our wholesale partners to the new Premium and Luxe product lineups which became fully accessible to all our wholesalers in the fourth quarter of 2023. This increase was further affected by wholesale partner “slots” (a term commonly used to describe a section in a wholesale partner’s store to display a particular product) growing approximately 11% during the quarter as compared to the prior year first quarter. Within our DTC channel, e-commerce net revenues decreased $1.8 million, or 3.5%, while Purple showroom net revenues increased $1.7 million, or 11.3%. The decrease in e-commerce net revenues reflected the ongoing impact of soft demand and a reduction in price promotions. The growth in Purple showroom net revenues was driven by the continued positive response to our new products and the number of retail locations increasing to 60 at the end of the first quarter of 2024 from 55 at the end of the prior year first quarter. 27 Gross profit increased 2.8% to $41.7 million for the three months ended March 31, 2024 compared to $40.6 million for the three months ended March 31, 2023 due primarily to an increase in sales volume. The gross profit percentage in 2024 was 34.8% as compared to 38.0% in 2023. The lower gross profit percentage in the first quarter of 2024 was primarily due to a shift in revenue to our wholesale channel, which carries a lower average selling price than sales from our DTC channels. Operating expenses decreased 0.5% to $64.9 million for the three months ended March 31, 2024 compared to $65.2 million for the three months ended March 31, 2023. This decrease primarily reflected a $3.9 million reduction in general and administrative expense, offset in part by a $3.3 million increase in marketing and sales costs. The decrease in general and administrative expense was primarily due to the prior year comparative quarter including non-recurring legal and professional costs incurred by the Board’s special committee. The increase in marketing and sales expense was driven by higher advertising spend to further support our new product lineup coupled with an increase in wholesale marketing and sales costs. Other expense totaled $27.1 million for the three months ended March 31, 2024 compared to other expense of $1.3 million for the three months ended March 31, 2023. Other expense in 2024 included a $23.6 million loss related to an increase in the fair value of the Warrants outstanding at March 31, 2024, a $3.4 million loss on extinguishment of the Company’s 2023 Credit Agreements during the quarter, and $4.5 million of interest expense related primarily to our new loan under the Amended and Restated Credit Agreement. These expenses were offset in part by $4.3 million of other income associated with proceeds received in January 2024 as partial settlement for a previously filed business interruption insurance claim. Net loss attributable to Purple Inc. increased $24.3 million to $50.2 million for the three months ended March 31, 2024 compared to $25.9 million for the three months ended March 31, 2023. The increase in net loss in 2024 was primarily due to the $23.6 million loss associated with the increase in the fair value of the Warrants outstanding at March 31, 2024. Outlook for Growth We believe that we are well positioned to build on our recent trends due to our differentiated product and growing brand strength. We remain focused on five key initiatives to drive profitable market share gains: ● Improving the productivity of our existing wholesale and showroom doors. With our wholesale partners, we are continuing to focus on deepening our partnerships at each functional touch point, including joint business planning, collaborative marketing and sales associate training to maximize productivity and continued brand awareness. In showrooms, we are prioritizing profitability over door expansion, with only one store addition planned for 2024. We plan to drive profitability through a combination of demand driving initiatives as well as cost optimization. ● Improving e-commerce mattress conversion. The implementation of price changes to improve margins had the expected impact of lower conversion rates in the first quarter. We will look to enhance e-commerce conversion rates through data-enabled personalization, improved consumer financing offers, and streamlining our website while testing new messaging configurations and techniques. ● Driving gross margin improvements. We believe we can drive gross margin improvements through tactics such as selective pricing actions, continued mix shift towards our Premium and Luxe collections and manufacturing and supply chain optimization. ● Continued focus on innovation. We are strategically evaluating and ensuring we have a pipeline of future products in development of new comfort and sleep technology. We focus intensively on innovation to support our long-range growth and profitability plan. ● Improving our marketing efficiency. We are bringing the execution of our paid digital advertising back in-house, shifting more spend toward higher-converting media behind our “Sleep Better, Live Purple” campaign, reallocating media based on consumer segmentation and geographical analyses. This includes new impactful advertising with the goal of decreasing our cost acquisition. Additionally, we will look to drive more customer engagement through new marketing techniques. There is no guarantee that we will be able to effectively execute these initiatives, which are subject to risks, uncertainties, and assumptions that are difficult to predict, including the risks described under “Risk Factors” and elsewhere herein. Therefore, actual results may differ materially and adversely from those described above. In addition, we may, in the future, adapt these focuses in response to changes in the market or our business. 28 Operating Results for the Three Months Ended March 31, 2024 and 2023 The following table sets forth for the periods indicated, our results of operations and the percentage of total revenue represented in our condensed consolidated statements of operations (dollars in thousands): Three Months Ended March 31, 2024 % of Net Revenues 2023 % of Net Revenues Revenues, net $ 120,033 100.0 % $ 106,727 100.0 % Cost of revenues 78,313 65.2 66,149 62.0 Gross profit 41,720 34.8 40,578 38.0 Operating expenses: Marketing and sales 41,462 34.5 38,173 35.8 General and administrative 19,728 16.4 23,667 22.2 Research and development 3,666 3.1 3,372 3.2 Total operating expenses 64,856 54.0 65,212 61.1 Operating loss (23,136 ) (19.3 ) (24,634 ) (23.1 ) Other income (expense): Interest expense (4,474 ) (3.7 ) (202 ) (0.2 ) Other income, net 4,394 3.7 72 — Loss on extinguishment of debt (3,394 ) (2.8 ) (1,217 ) (1.1 ) Change in fair value – warrant liabilities (23,599 ) (19.7 ) — — Total other expense, net (27,073 ) (22.6 ) (1,346 ) (1.3 ) Net loss before income taxes (50,209 ) (41.8 ) (25,980 ) (24.3 ) Income tax (expense) benefit (59 ) — (72 ) (0.1 ) Net loss (50,268 ) (41.9 ) (26,052 ) (24.4 ) Net loss attributable to noncontrolling interest (51 ) — (119 ) (0.1 ) Net loss attributable to Purple Innovation, Inc. $ (50,217 ) (41.8 ) $ (25,933 ) (24.3 ) Revenues, Net Net revenues increased $13.3 million, or 12.5%, to $120.0 million for the three months ended March 31, 2024 compared to $106.7 million for the three months ended March 31, 2023. This revenue growth was primarily due to a $13.4 million, or 33.1%, increase in wholesale channel net revenues. This growth reflected the continued positive response of our wholesale partners to the new Premium and Luxe product lineups which became fully accessible to all our wholesalers in the fourth quarter of 2023. This increase was further affected by wholesale partner “slots” (a term commonly used to describe a section in a wholesale partner’s store to display a particular product) growing approximately 11% during the quarter as compared to the prior year first quarter. Within our DTC channel, e-commerce net revenues decreased $1.8 million, or 3.5%, while Purple showroom net revenues increased $1.7 million, or 11.3%. The decrease in e-commerce net revenues reflected the ongoing impact of soft demand and a reduction in price promotions. The growth in Purple showroom net revenues was driven by the continued positive response to our new products and the number of retail locations increasing to 60 at the end of the first quarter of 2024 from 55 at the end of the prior year first quarter. Cost of Revenues Cost of revenues increased $12.2 million, or 18.4%, to $78.3 million for the three months ended March 31, 2024 compared to $66.1 million for the three months ended March 31, 2023. This increase was primarily due to the corresponding increase in sales volume. Our gross profit percentage, which decreased to 34.8% of net revenues in the first quarter of 2024 from 38.0% in the prior year first quarter, was in part impacted by a shift in revenue to our wholesale channel, which carries a lower average selling price than sales from our DTC channels. 29 Marketing and Sales Marketing and sales expense increased $3.3 million, or 8.6%, to $41.5 million for the three months ended March 31, 2024 compared to $38.2 million for the three months ended March 31, 2023. This increase was primarily comprised of a $1.2 million increase in advertising spending and a $1.8 million increase in wholesale marketing and sales costs. Advertising spend as a percentage of net revenues was 10.8% in the first quarter of 2024 compared to 11.0% in the first quarter of 2023. The increase in wholesale marketing and sales expenses was primarily due to increased costs associated with our wholesale partners becoming fully transitioned to the new Premium and Luxe product lineup during the third and fourth quarters of 2023. General and Administrative General and administrative expense decreased $3.9 million, or 16.6%, to $19.7 million for the three months ended March 31, 2024 compared to $23.7 million for the three months ended March 31, 2023. This decrease was primarily due to a $5.0 million decline in legal and professional fees as the prior year’s comparative quarter included costs associated with the Board’s special committee. Research and Development Research and development costs increased $0.3 million, or 8.7%, to $3.7 million for the three months ended March 31, 2024 compared to $3.4 million for the three months ended March 31, 2023. This increase primarily reflected our continued focus on new product innovation initiatives. Operating Loss Operating loss decreased $1.5 million to $23.1 million for the three months ended March 31, 2024 compared to $24.6 million for the three months ended March 31, 2023. The smaller operating loss primarily resulted from an increase in gross profit that was driven by higher sales coupled with a minimal decrease in operating expenses. Interest Expense Interest expense totaled $4.5 million for the three months ended March 31, 2024 compared to $0.2 million for the three months ended March 31, 2023. This increase was primarily due to interest incurred on the $61.0 million new loan that was entered into in January 2024 to refinance the term loan and revolving line of credit associated with the 2023 Credit Agreements. Interest expense in the first quarter of 2023 was lower because the term loan associated with 2020 Credit Agreement was repaid in full in February 2023. Other Income, Net Other income increased to $4.4 million for the three months ended March 31, 2024 compared to $0.1 million for the three months ended March 31, 2023. This increase was primarily due to $4.3 million of proceeds received in January 2024 as partial settlement for a previously filed business interruption insurance claim. Loss on Extinguishment of Debt In January 2024, we entered into the Amended and Restated Credit Agreement that terminated and paid off our 2023 Credit Agreements. This termination was accounted for as an extinguishment of debt and $3.4 million of unamortized debt issuance costs were recorded as loss on extinguishment of debt in the first quarter of 2024. In February 2023, we entered into a fifth amendment to the since terminated 2020 Credit Agreement and repaid in full the outstanding balance of the related term loan plus accrued interest. This amendment was accounted for as an extinguishment of debt and $1.2 million of unamortized debt issuance costs were recorded as loss on extinguishment of debt in the first quarter of 2023. 30 Change in Fair Value – Warrant Liabilities In connection with the Amended and Restated Credit Agreement, we issued 20.0 million Warrants to the Lenders. These Warrants contain certain provisions that do not meet the criteria for equity classification and therefore are recorded as liabilities. The initial liability for these Warrants was recorded at a fair value of $19.6 million on the date of issuance with the offset included in debt issuance costs. This liability is being re-measured to fair value at each reporting date or exercise date with changes in the fair value included in earnings. During the three months ended March 31, 2024, we recognized a loss of $23.6 million in our condensed consolidated statement of operations related to an increase in the fair value of the Warrants outstanding at March 31, 2024. Income Tax (Expense) Benefit We had income tax expense of $0.1 million for the three months ended March 31, 2024 compared to an income tax expense of $0.1 million for the three months ended March 31, 2023. The income tax expense amount in the first quarter of 2024 related to various state taxes. Noncontrolling Interest We calculate net income or loss attributable to noncontrolling interests on a quarterly basis using their weighted average ownership percentage. Net loss attributed to noncontrolling interests was $0.1 million for both the three months ended March 31, 2024 and 2023. Liquidity and Capital Resources Our principal sources of funds are cash flows from operations and cash and cash equivalents on hand, supplemented with borrowings made pursuant to our Amended and Restated Credit Agreement and proceeds received from offerings of our equity capital. Principal uses of funds consist of capital expenditures, working capital needs, and operating lease payment obligations. In accordance with the Amended and Restated Credit Agreement, the Company has elected to pay interest in kind on its new loan to reduce cash obligations. Our working capital needs depend largely upon the timing of cash receipts from product sales, payments to vendors and others, changes in inventories, and operating lease payment obligations. Our cash and cash equivalents and working capital positions were $34.5 million and $47.9 million, respectively, as of March 31, 2024 compared to $26.9 million and $30.8 million, respectively, as of December 31, 2023. Cash used for capital expenditures totaled $3.1 million for both the first quarter of 2024 and the first quarter of 2023. Our capital expenditures in 2024 primarily consisted of additional investments made in our manufacturing operations and showroom facilities. Additional details about our Amended and Restated Credit Agreement are described above under “ Recent Developments in our Business – Debt Financing. ” Based on our current projections, we believe our cash on hand, amounts available under our Amended and Restated Credit Agreement, and expected cash to be generated from our operations will be sufficient to meet our working capital requirements and cover anticipated capital expenditures for the next 12 months. In the event our cash flow from operations or other sources of financing are less than anticipated, we believe we will be able to fund operating expenses based on our ability to scale back operations, reduce marketing spend, and postpone or discontinue our growth strategies. Such actions could result in slower growth or no growth, and we may lose key suppliers, be unable to timely satisfy customer orders, and be unable to retain all of our employees. In addition, we may be forced to restructure our obligations to creditors, pursue work-out options or other protective measures. We may also need to seek additional funding sources including new debt from subordinated lenders or equity capital. However, such additional debt or equity capital may not be available on terms favorable to us or at all. Our ability to raise additional debt financing would require the consent of the Lenders. 31 Other Contractual Obligations Other material contractual obligations primarily include operating lease payment obligations. See Note 8 of the condensed consolidated financial statements for additional information on leases. Cash Flows for the Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023 The following summarizes our cash flows for the three months ended March 31, 2024 and 2023 as reported in our condensed consolidated statements of cash flows (in thousands): Three Months Ended March 31, 2024 2023 Net cash used in operating activities $ (16,814 ) $ (13,503 ) Net cash used in investing activities (3,100 ) (3,098 ) Net cash provided by financing activities 27,534 29,377 Net increase in cash 7,620 12,776 Cash, beginning of the period 26,857 41,754 Cash, end of the period $ 34,477 $ 54,530 Cash used in operating activities was $16.8 million and $13.5 million for the three months ended March 31, 2024 and 2023, respectively. Cash used in operating activities during the first quarter of 2024 was more than offset by the net proceeds received from entering into the Amended and Restated Credit Agreement in January 2024 . Significant components of the year-over-year change in cash used in operating activities included a $24.2 million increase in net loss, offset in part by a $23.6 million increase in the fair value of Warrants issued in January 2024 . Cash used in investing activities reflected capital expenditures of $3.1 million for both the three months ended March 31, 2024 and 2023 . Capital expenditures in the first quarter of 2024 primarily consisted of additional investments made in our manufacturing operations and showroom facilities. Cash provided by financing activities was $27.5 million during the three months ended March 31, 2024 compared to $29.4 million during the three months ended March 31, 2023. Financing activities in the first quarter of 2024 included $61.0 million of proceeds received from the new loan under the Amended and Restated Credit Agreement, offset in part by a $25.0 million payment to pay off the Term Loans from the 2023 Credit Agreement, a $5.0 million payment to pay off the ABL Loans from the 2023 Credit Agreement, and payments of $3.5 million for debt issuance costs associated with entering into the Amended and Restated Credit Agreement . Critical Accounting Policies We discuss our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Annual Report on Form 10-K filed March 12, 2024. There have been no significant changes in our critical accounting policies since the end of fiscal 2023. Available Information Our website address is www.purple.com. We make available free of charge on the Investor Relations portion of our website, investors.purple.com, our annual report on Form 10-K and Form 10-K/A, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The inclusion of our website address in this report does not include or incorporate by reference into this report any information on our website. We also use the Investor Relations portion of our website, investors.purple.com, as a channel of distribution of additional Company information that may be deemed material. Accordingly, investors should monitor this channel, in addition to following our press releases, SEC filings and public conference calls and webcasts. The contents of our website shall not be deemed to be incorporated herein by reference. 32