UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended
Commission File Number: 0-25121
SLEEP NUMBER CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota | 41-1597886 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1001 Third Avenue South | ||
Minneapolis, Minnesota | 55404 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(763) 551-7000Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share | SNBR | Nasdaq Global Select Market |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitionthe definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | ||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES
As of SeptemberJune 29, 2018, 33,216,0002019, 29,323,000 shares of the Registrant’s Common Stock were outstanding.
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
INDEX
Page | |||
1 | |||
Item 1. | Financial Statements (unaudited) | 1 | |
1 | |||
2 | |||
Condensed Consolidated Statements of Shareholders' (Deficit) Equity | 3 | ||
4 | |||
5 | |||
Item 2. | 12 | ||
Item 3. | 21 | ||
Item 4. | 21 | ||
22 | |||
Item 1. | 22 | ||
Item 1A. | 22 | ||
Item 2. | 23 | ||
Item 3. | 23 | ||
Item 4. | 23 | ||
Item 5. | 23 | ||
Item 6. | 24 | ||
25 | |||
i
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(unaudited - in thousands, except per share amounts)
|
| June 29, 2019 |
|
| December 29, 2018 |
| ||
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 1,684 |
|
| $ | 1,612 |
|
Accounts receivable, net of allowance for doubtful accounts of $717 and $699, respectively |
|
| 19,581 |
|
|
| 24,795 |
|
Inventories |
|
| 87,859 |
|
|
| 84,882 |
|
Income taxes receivable |
|
| 3,259 |
|
|
| — |
|
Prepaid expenses |
|
| 14,314 |
|
|
| 8,009 |
|
Other current assets |
|
| 31,939 |
|
|
| 31,559 |
|
Total current assets |
|
| 158,636 |
|
|
| 150,857 |
|
|
|
|
|
|
|
|
|
|
Non-current assets: |
|
|
|
|
|
|
|
|
Property and equipment, net |
|
| 202,280 |
|
|
| 205,631 |
|
Operating lease right-of-use assets |
|
| 316,958 |
|
|
| — |
|
Goodwill and intangible assets, net |
|
| 74,317 |
|
|
| 75,407 |
|
Other non-current assets |
|
| 43,722 |
|
|
| 38,243 |
|
Total assets |
| $ | 795,913 |
|
| $ | 470,138 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Deficit |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Borrowings under revolving credit facility |
| $ | 281,500 |
|
| $ | 199,600 |
|
Accounts payable |
|
| 117,343 |
|
|
| 144,781 |
|
Customer prepayments |
|
| 30,473 |
|
|
| 27,066 |
|
Accrued sales returns |
|
| 17,766 |
|
|
| 19,907 |
|
Compensation and benefits |
|
| 29,960 |
|
|
| 27,700 |
|
Taxes and withholding |
|
| 10,608 |
|
|
| 18,380 |
|
Operating lease liabilities |
|
| 56,167 |
|
|
| — |
|
Other current liabilities |
|
| 48,720 |
|
|
| 51,234 |
|
Total current liabilities |
|
| 592,537 |
|
|
| 488,668 |
|
|
|
|
|
|
|
|
|
|
Non-current liabilities: |
|
|
|
|
|
|
|
|
Deferred income taxes |
|
| 5,543 |
|
|
| 4,822 |
|
Operating lease liabilities |
|
| 290,880 |
|
|
| — |
|
Other non-current liabilities |
|
| 64,255 |
|
|
| 86,198 |
|
Total liabilities |
|
| 953,215 |
|
|
| 579,688 |
|
|
|
|
|
|
|
|
|
|
Shareholders’ deficit: |
|
|
|
|
|
|
|
|
Undesignated preferred stock; 5,000 shares authorized, no shares issued and outstanding |
|
| — |
|
|
| — |
|
Common stock, $0.01 par value; 142,500 shares authorized, 29,323 and 30,868 shares issued and outstanding, respectively |
|
| 293 |
|
|
| 309 |
|
Additional paid-in capital |
|
| — |
|
|
| — |
|
Accumulated deficit |
|
| (157,595 | ) |
|
| (109,859 | ) |
Total shareholders’ deficit |
|
| (157,302 | ) |
|
| (109,550 | ) |
Total liabilities and shareholders’ deficit |
| $ | 795,913 |
|
| $ | 470,138 |
|
September 29, 2018 | December 30, 2017 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 1,241 | $ | 3,651 | |||
Accounts receivable, net of allowance for doubtful accounts of $579 and $714, respectively | 24,128 | 19,312 | |||||
Inventories | 90,980 | 84,298 | |||||
Income taxes receivable | 1,229 | — | |||||
Prepaid expenses | 9,772 | 17,565 | |||||
Other current assets | 31,007 | 27,665 | |||||
Total current assets | 158,357 | 152,491 | |||||
Non-current assets: | |||||||
Property and equipment, net | 199,452 | 208,646 | |||||
Goodwill and intangible assets, net | 75,952 | 77,588 | |||||
Deferred income taxes | — | 2,625 | |||||
Other non-current assets | 36,307 | 30,484 | |||||
Total assets | $ | 470,068 | $ | 471,834 | |||
Liabilities and Shareholders’ (Deficit) Equity | |||||||
Current liabilities: | |||||||
Borrowings under revolving credit facility | $ | 135,800 | $ | 24,500 | |||
Accounts payable | 138,735 | 129,194 | |||||
Customer prepayments | 46,118 | 27,767 | |||||
Accrued sales returns | 20,535 | 19,270 | |||||
Compensation and benefits | 31,988 | 34,602 | |||||
Taxes and withholding | 15,951 | 24,234 | |||||
Other current liabilities | 49,858 | 46,822 | |||||
Total current liabilities | 438,985 | 306,389 | |||||
Non-current liabilities: | |||||||
Deferred income taxes | 4,638 | — | |||||
Other non-current liabilities | 80,797 | 76,289 | |||||
Total liabilities | 524,420 | 382,678 | |||||
Shareholders’ (deficit) equity: | |||||||
Undesignated preferred stock; 5,000 shares authorized, no shares issued and outstanding | — | — | |||||
Common stock, $0.01 par value; 142,500 shares authorized, 33,216 and 38,813 shares issued and outstanding, respectively | 332 | 388 | |||||
Additional paid-in capital | — | — | |||||
(Accumulated deficit) retained earnings | (54,684 | ) | 88,768 | ||||
Total shareholders’ (deficit) equity | (54,352 | ) | 89,156 | ||||
Total liabilities and shareholders’ (deficit) equity | $ | 470,068 | $ | 471,834 |
See accompanying notes to condensed consolidated financial statements.
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(unaudited - in thousands, except per share amounts)
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 29, 2019 |
|
| June 30, 2018 |
|
| June 29, 2019 |
|
| June 30, 2018 |
| ||||
Net sales |
| $ | 355,963 |
|
| $ | 316,338 |
|
| $ | 782,408 |
|
| $ | 704,971 |
|
Cost of sales |
|
| 138,777 |
|
|
| 127,450 |
|
|
| 302,989 |
|
|
| 278,606 |
|
Gross profit |
|
| 217,186 |
|
|
| 188,888 |
|
|
| 479,419 |
|
|
| 426,365 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
| 168,839 |
|
|
| 151,106 |
|
|
| 355,666 |
|
|
| 323,023 |
|
General and administrative |
|
| 33,045 |
|
|
| 28,828 |
|
|
| 67,368 |
|
|
| 60,562 |
|
Research and development |
|
| 8,057 |
|
|
| 6,868 |
|
|
| 16,433 |
|
|
| 13,793 |
|
Total operating expenses |
|
| 209,941 |
|
|
| 186,802 |
|
|
| 439,467 |
|
|
| 397,378 |
|
Operating income |
|
| 7,245 |
|
|
| 2,086 |
|
|
| 39,952 |
|
|
| 28,987 |
|
Interest expense, net |
|
| 3,228 |
|
|
| 1,453 |
|
|
| 5,837 |
|
|
| 1,978 |
|
Income before income taxes |
|
| 4,017 |
|
|
| 633 |
|
|
| 34,115 |
|
|
| 27,009 |
|
Income tax (benefit) expense |
|
| (263 | ) |
|
| (3,111 | ) |
|
| 4,417 |
|
|
| 2,717 |
|
Net income |
| $ | 4,280 |
|
| $ | 3,744 |
|
| $ | 29,698 |
|
| $ | 24,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share – basic |
| $ | 0.14 |
|
| $ | 0.10 |
|
| $ | 0.98 |
|
| $ | 0.65 |
|
Weighted-average shares – basic |
|
| 29,873 |
|
|
| 36,138 |
|
|
| 30,247 |
|
|
| 37,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share – diluted |
| $ | 0.14 |
|
| $ | 0.10 |
|
| $ | 0.95 |
|
| $ | 0.64 |
|
Weighted-average shares – diluted |
|
| 30,531 |
|
|
| 36,844 |
|
|
| 31,134 |
|
|
| 38,096 |
|
Three Months Ended | Nine Months Ended | ||||||||||||||
September 29, 2018 | September 30, 2017 | September 29, 2018 | September 30, 2017 | ||||||||||||
Net sales | $ | 414,779 | $ | 402,646 | $ | 1,119,750 | $ | 1,081,218 | |||||||
Cost of sales | 164,262 | 149,181 | 442,868 | 404,675 | |||||||||||
Gross profit | 250,517 | 253,465 | 676,882 | 676,543 | |||||||||||
Operating expenses: | |||||||||||||||
Sales and marketing | 188,458 | 174,800 | 511,481 | 488,564 | |||||||||||
General and administrative | 29,385 | 32,645 | 89,947 | 95,233 | |||||||||||
Research and development | 7,353 | 6,991 | 21,146 | 20,950 | |||||||||||
Total operating expenses | 225,196 | 214,436 | 622,574 | 604,747 | |||||||||||
Operating income | 25,321 | 39,029 | 54,308 | 71,796 | |||||||||||
Other expense, net | 1,836 | 248 | 3,814 | 668 | |||||||||||
Income before income taxes | 23,485 | 38,781 | 50,494 | 71,128 | |||||||||||
Income tax expense | 5,228 | 13,178 | 7,945 | 21,842 | |||||||||||
Net income | $ | 18,257 | $ | 25,603 | $ | 42,549 | $ | 49,286 | |||||||
Basic net income per share: | |||||||||||||||
Net income per share – basic | $ | 0.53 | $ | 0.63 | $ | 1.18 | $ | 1.18 | |||||||
Weighted-average shares – basic | 34,231 | 40,755 | 36,204 | 41,740 | |||||||||||
Diluted net income per share: | |||||||||||||||
Net income per share – diluted | $ | 0.52 | $ | 0.62 | $ | 1.15 | $ | 1.16 | |||||||
Weighted-average shares – diluted | 35,039 | 41,515 | 37,077 | 42,559 |
See accompanying notes to condensed consolidated financial statements.
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Condensed Consolidated StatementStatements of Shareholders’ (Deficit) Equity
(unaudited - in thousands)
|
| Common Stock |
|
| Additional Paid-in |
|
| Accumulated |
|
|
|
|
| |||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Total |
| |||||
Balance at December 29, 2018 |
|
| 30,868 |
|
| $ | 309 |
|
| $ | — |
|
| $ | (109,859 | ) |
| $ | (109,550 | ) |
Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 25,418 |
|
|
| 25,418 |
|
Exercise of common stock options |
|
| 151 |
|
|
| 2 |
|
|
| 2,834 |
|
|
| — |
|
|
| 2,836 |
|
Stock-based compensation |
|
| 364 |
|
|
| 3 |
|
|
| 3,635 |
|
|
| — |
|
|
| 3,638 |
|
Repurchases of common stock |
|
| (1,170 | ) |
|
| (12 | ) |
|
| (6,469 | ) |
|
| (40,501 | ) |
|
| (46,982 | ) |
Balance at March 30, 2019 |
|
| 30,213 |
|
| $ | 302 |
|
| $ | — |
|
| $ | (124,942 | ) |
| $ | (124,640 | ) |
Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,280 |
|
|
| 4,280 |
|
Exercise of common stock options |
|
| 115 |
|
|
| 1 |
|
|
| 2,158 |
|
|
| — |
|
|
| 2,159 |
|
Stock-based compensation |
|
| 99 |
|
|
| 1 |
|
|
| 4,249 |
|
|
| — |
|
|
| 4,250 |
|
Repurchases of common stock |
|
| (1,104 | ) |
|
| (11 | ) |
|
| (6,407 | ) |
|
| (36,933 | ) |
|
| (43,351 | ) |
Balance at June 29, 2019 |
|
| 29,323 |
|
| $ | 293 |
|
| $ | — |
|
| $ | (157,595 | ) |
| $ | (157,302 | ) |
|
| Common Stock |
|
| Additional Paid-in |
|
| Retained Earnings (Accumulated |
|
|
|
|
| |||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit) |
|
| Total |
| |||||
Balance at December 30, 2017 |
|
| 38,813 |
|
| $ | 388 |
|
| $ | — |
|
| $ | 88,768 |
|
| $ | 89,156 |
|
Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 20,548 |
|
|
| 20,548 |
|
Exercise of common stock options |
|
| 68 |
|
|
| 1 |
|
|
| 856 |
|
|
| — |
|
|
| 857 |
|
Stock-based compensation |
|
| 211 |
|
|
| 2 |
|
|
| 3,082 |
|
|
| — |
|
|
| 3,084 |
|
Repurchases of common stock |
|
| (2,149 | ) |
|
| (22 | ) |
|
| (3,938 | ) |
|
| (73,688 | ) |
|
| (77,648 | ) |
Balance at March 31, 2018 |
|
| 36,943 |
|
| $ | 369 |
|
| $ | — |
|
| $ | 35,628 |
|
| $ | 35,997 |
|
Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,744 |
|
|
| 3,744 |
|
Exercise of common stock options |
|
| 56 |
|
|
| — |
|
|
| 739 |
|
|
| — |
|
|
| 739 |
|
Stock-based compensation |
|
| 43 |
|
|
| 1 |
|
|
| 3,657 |
|
|
| — |
|
|
| 3,658 |
|
Repurchases of common stock |
|
| (2,149 | ) |
|
| (21 | ) |
|
| (4,396 | ) |
|
| (60,875 | ) |
|
| (65,292 | ) |
Balance at June 30, 2018 |
|
| 34,893 |
|
| $ | 349 |
|
| $ | — |
|
| $ | (21,503 | ) |
| $ | (21,154 | ) |
Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total | |||||||||||||||
Shares | Amount | |||||||||||||||||
Balance at December 30, 2017 | 38,813 | $ | 388 | $ | — | $ | 88,768 | $ | 89,156 | |||||||||
Net income | — | — | — | 42,549 | 42,549 | |||||||||||||
Exercise of common stock options | 157 | 1 | 2,083 | — | 2,084 | |||||||||||||
Stock-based compensation | 261 | 3 | 10,095 | — | 10,098 | |||||||||||||
Repurchases of common stock | (6,015 | ) | (60 | ) | (12,178 | ) | (186,001 | ) | (198,239 | ) | ||||||||
Balance at September 29, 2018 | 33,216 | $ | 332 | $ | — | $ | (54,684 | ) | $ | (54,352 | ) |
See accompanying notes to condensed consolidated financial statements.
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(unaudited - in thousands)
|
| Six Months Ended |
| |||||
|
| June 29, 2019 |
|
| June 30, 2018 |
| ||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
| $ | 29,698 |
|
| $ | 24,292 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 31,187 |
|
|
| 31,089 |
|
Stock-based compensation |
|
| 7,888 |
|
|
| 6,742 |
|
Net (gain) loss on disposals and impairments of assets |
|
| (431 | ) |
|
| 15 |
|
Deferred income taxes |
|
| 721 |
|
|
| 7,212 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
| 5,214 |
|
|
| (2,753 | ) |
Inventories |
|
| (2,977 | ) |
|
| (5,943 | ) |
Income taxes |
|
| (9,195 | ) |
|
| (19,075 | ) |
Prepaid expenses and other assets |
|
| (8,580 | ) |
|
| 8,242 |
|
Accounts payable |
|
| 12,408 |
|
|
| (4,859 | ) |
Customer prepayments |
|
| 3,407 |
|
|
| 369 |
|
Accrued compensation and benefits |
|
| 2,348 |
|
|
| (9,944 | ) |
Other taxes and withholding |
|
| (1,836 | ) |
|
| (2,608 | ) |
Other accruals and liabilities |
|
| 495 |
|
|
| (3,648 | ) |
Net cash provided by operating activities |
|
| 70,347 |
|
|
| 29,131 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
| (33,896 | ) |
|
| (21,341 | ) |
Proceeds from sales of property and equipment |
|
| 2,571 |
|
|
| 70 |
|
Net cash used in investing activities |
|
| (31,325 | ) |
|
| (21,271 | ) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Repurchases of common stock |
|
| (99,684 | ) |
|
| (142,940 | ) |
Net increase in short-term borrowings |
|
| 56,758 |
|
|
| 133,253 |
|
Proceeds from issuance of common stock |
|
| 4,995 |
|
|
| 1,596 |
|
Debt issuance costs |
|
| (1,019 | ) |
|
| (1,013 | ) |
Net cash used in financing activities |
|
| (38,950 | ) |
|
| (9,104 | ) |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
| 72 |
|
|
| (1,244 | ) |
Cash and cash equivalents, at beginning of period |
|
| 1,612 |
|
|
| 3,651 |
|
Cash and cash equivalents, at end of period |
| $ | 1,684 |
|
| $ | 2,407 |
|
Nine Months Ended | |||||||
September 29, 2018 | September 30, 2017 | ||||||
Cash flows from operating activities: | |||||||
Net income | $ | 42,549 | $ | 49,286 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 46,655 | 46,000 | |||||
Stock-based compensation | 10,098 | 11,809 | |||||
Net (gain) loss on disposals and impairments of assets | (17 | ) | 229 | ||||
Deferred income taxes | 7,263 | 3,729 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (4,816 | ) | (1,402 | ) | |||
Inventories | (6,682 | ) | (4,191 | ) | |||
Income taxes | (13,777 | ) | (147 | ) | |||
Prepaid expenses and other assets | 5,195 | (1,713 | ) | ||||
Accounts payable | 26,007 | 33,325 | |||||
Customer prepayments | 18,351 | 13,722 | |||||
Accrued compensation and benefits | (2,685 | ) | 15,277 | ||||
Other taxes and withholding | 4,265 | 758 | |||||
Other accruals and liabilities | 2,044 | 9,372 | |||||
Net cash provided by operating activities | 134,450 | 176,054 | |||||
Cash flows from investing activities: | |||||||
Purchases of property and equipment | (34,012 | ) | (37,613 | ) | |||
Proceeds from sales of property and equipment | 174 | 36 | |||||
Net cash used in investing activities | (33,838 | ) | (37,577 | ) | |||
Cash flows from financing activities: | |||||||
Repurchases of common stock | (198,239 | ) | (120,158 | ) | |||
Net increase in short-term borrowings | 94,147 | (6,194 | ) | ||||
Proceeds from issuance of common stock | 2,084 | 3,040 | |||||
Debt issuance costs | (1,014 | ) | (10 | ) | |||
Net cash used in financing activities | (103,022 | ) | (123,322 | ) | |||
Net (decrease) increase in cash, cash equivalents and restricted cash | (2,410 | ) | 15,155 | ||||
Cash, cash equivalents and restricted cash, at beginning of period | 3,651 | 14,759 | |||||
Cash, cash equivalents and restricted cash, at end of period | $ | 1,241 | $ | 29,914 |
See accompanying notes to condensed consolidated financial statements.
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Business and Summary of Significant Accounting Policies
Business & Basis of Presentation
We prepared the condensed consolidated financial statements as of and for the three and ninesix months ended
Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with our most recent audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended
DecemberThe preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of sales, expenses and income taxes during the reporting period. Predicting future events is inherently an imprecise activity and, as such, requires the use of judgment. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates will be reflected in the consolidated financial statements in future periods. Our critical accounting policies consist of stock-based compensation, goodwill and indefinite-lived intangible assets, warranty liabilities and revenue recognition.
The condensed consolidated financial statements include the accounts of Sleep Number Corporation and our 100%-owned subsidiaries. All significant intra-entity balances and transactions have been eliminated in consolidation.
New Accounting Pronouncements
Recently Adopted Accounting Guidance
Effective December 31, 2017,30, 2018 (beginning of fiscal 2019), we adopted ASC Topic 230,
The new guidance establishes a right-of-use (ROU) model (ROU) that requires a lesseeus to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. OnWe have elected the following practical expedients and accounting policies related to the adoption of the new lease standard:
• | We did not reassess our prior conclusions about lease identification, lease classification and initial direct costs; |
• | We did not elect the use of hindsight; |
• | We adopted an accounting policy for short-term leases allowing us to not recognize ROU assets and lease liabilities for leases with a term of 12 months or less; and |
• | We elected the option to not separate lease and non-lease components for all of our leases. |
In accordance with the new guidance on December 30, 2018, we expect to recognize additionalrecorded $299 million of net operating lease ROU assets and $327 million of operating lease liabilities ($52 million recorded in current operating lease liabilities and corresponding$275 million in non-current operating lease liabilities). Deferred rent and lease incentive liabilities associated with historical operating leases totaling $28 million were reclassified to the operating lease ROU assets of approximately $300 million based on the present value of the remaining minimum rental payments for existing operating leases. This amount will vary based on the interest rates in effect upon adoption and any new leases we enter into or exit from prior to adoption.
See Note 6, Leases, for further information.
5
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
2. Fair Value Measurements
At June 29, 2019 and nine months ended SeptemberDecember 29, 2018, we recognized revenue of $8had $7 million and $22 million, respectively, that was included in the deferred contract liability balance at the beginning of the respective periods.
Three Months Ended | Nine Months Ended | ||||||||
September 29, 2018 | September 29, 2018 | ||||||||
Retail | $ | 383,886 | $ | 1,026,808 | |||||
Online and phone | 28,686 | 81,580 | |||||||
Company-Controlled channel | 412,572 | 1,108,388 | |||||||
Wholesale/Other channel | 2,207 | 11,362 | |||||||
Total | $ | 414,779 | $ | 1,119,750 |
Nine Months Ended | |||||||
September 29, 2018 | September 30, 2017 | ||||||
Balance at beginning of year | $ | 19,270 | $ | 15,222 | |||
Additions that reduce net sales | 57,296 | 55,720 | |||||
Deductions from reserves | (56,031 | ) | (52,494 | ) | |||
Balance at end of period | $ | 20,535 | $ | 18,448 |
3. Inventories
Inventories consisted of the following (in thousands):
|
| June 29, 2019 |
|
| December 29, 2018 | �� | ||
Raw materials |
| $ | 6,534 |
|
| $ | 4,549 |
|
Work in progress |
|
| 199 |
|
|
| 3 |
|
Finished goods |
|
| 81,126 |
|
|
| 80,330 |
|
|
| $ | 87,859 |
|
| $ | 84,882 |
|
September 29, 2018 | December 30, 2017 | ||||||
Raw materials | $ | 4,862 | $ | 6,577 | |||
Work in progress | 136 | 170 | |||||
Finished goods | 85,982 | 77,551 | |||||
$ | 90,980 | $ | 84,298 |
4. Goodwill and Intangible Assets, Net
Goodwill and Indefinite-Lived Intangible Assets
Goodwill was $64 million at SeptemberJune 29, 20182019 and December 30, 2017.29, 2018. Indefinite-lived trade name/trademarks totaled $1.4 million at SeptemberJune 29, 20182019 and December 30, 2017.
Definite-Lived Intangible Assets
The following table provides the gross carrying amount and related accumulated amortization of our definite-lived intangible assets (in thousands):
September 29, 2018 | December 30, 2017 | ||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||||
Developed technologies | $ | 18,851 | $ | 8,341 | $ | 18,851 | $ | 6,705 | |||||||
Trade names/trademarks | 101 | 101 | 101 | 101 | |||||||||||
$ | 18,952 | $ | 8,442 | $ | 18,952 | $ | 6,806 |
Amortization expense for the three months ended SeptemberJune 29, 20182019 and SeptemberJune 30, 2017,2018, was $0.5 million and $0.5 million, respectively.million. Amortization expense for the ninesix months ended SeptemberJune 29, 2019 and June 30, 2018, and September 30, 2017, was $1.6 million and $2.7 million, respectively.
5. Credit Agreement
Our $300$450 million credit facility is for general corporate purposes, and is also utilized to meet our seasonal working capital requirements.requirements and to repurchase our stock. The credit agreement provides the lenders with a collateral security interest in substantially all of our assets and those of our subsidiaries and requires us to comply with, among other things, a maximum leverage ratio (4.5x) and a minimum interest coverage ratio.ratio (3.0x). Under the terms of the credit agreement, we pay a variable rate of interest and a commitment fee based on our leverage ratio. The credit agreement includes an accordion feature which allows us to increase the amount of the credit facility from $300$450 million to $450$600 million, subject to lenders' approval. The credit agreement matures in February 2023.2024. We were in compliance with all financial covenants as of SeptemberJune 29, 2018.
The following tablestable summarizes our borrowings under the credit facility ($ in thousands):
|
| June 29, 2019 |
|
| December 29, 2018 |
| ||
Outstanding borrowings |
| $ | 281,500 |
|
| $ | 199,600 |
|
Outstanding letters of credit |
| $ | 3,497 |
|
| $ | 3,497 |
|
Additional borrowing capacity |
| $ | 165,003 |
|
| $ | 96,903 |
|
Weighted-average interest rate |
|
| 4.2 | % |
|
| 4.2 | % |
September 29, 2018 | December 30, 2017 | ||||||
Outstanding borrowings | $ | 135,800 | $ | 24,500 | |||
Outstanding letters of credit | $ | 3,450 | $ | 3,150 | |||
Additional borrowing capacity | $ | 160,750 | $ | 125,500 | |||
Weighted-average interest rate | 4.0 | % | 3.1 | % |
6
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
6. Leases
We lease our retail, office and manufacturing space under operating leases which, in addition to the minimum lease payments, may require payment of a proportionate share of the real estate taxes and certain building operating expenses. While our local market development approach generally results in long-term participation in given markets, our retail store leases generally provide for an initial lease term of five to 10 years. Our office and manufacturing leases provide for an initial lease term of up to 15 years. In addition, our mall-based retail store leases may require payment of variable rent based on net sales in excess of certain thresholds. Certain leases may contain options to extend the term of the original lease. The exercise of lease renewal options is at our sole discretion. Lease options are included in the lease term only if exercise is reasonably certain at lease commencement. Our lease agreements do not contain any material residual value guarantees. We also lease vehicles and certain equipment under operating leases with an initial lease term of three to five years.
We determine if an arrangement is a lease at inception. Beginning in 2019 in conjunction with our adoption of ASC Topic 842, Leases, right-of-use (ROU) assets and operating lease liabilities are recognized at the lease commencement date based on the estimated present value of future lease payments over the lease term. Most of our leases do not provide an implicit interest rate nor is the rate available to us from our lessors. As an alternative, we use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, including publicly available data, in determining the present value of lease payments.
Our operating lease costs include facility, vehicle and equipment lease costs, but exclude variable lease costs. Operating lease costs are recognized on a straight-line basis over the lease term, after consideration of rent escalations and rent holidays. The lease term for purposes of the calculation begins on the earlier of the lease commencement date or the date we take possession of the property. During lease renewal negotiations that extend beyond the original lease term, we estimate straight-line rent expense based on current market conditions. Variable lease costs are recorded when it is probable the cost has been incurred and the amount is reasonably estimable. Future payments for real estate taxes and certain building operating expenses for which we are obligated are not included in operating lease costs. Leases with an initial term of 12 months or less are not recorded on the balance sheet as a ROU asset or operating lease liability. We recognize operating lease costs for these short-term leases, primarily small equipment leases, on a straight-line basis over the lease term. At June 29, 2019, our finance ROU assets and lease liabilities were not significant.
Operating lease costs were as follows (in thousands):
|
|
|
| Three Months Ended |
|
| Six Months Ended |
| ||
|
|
|
| June 29, 2019 |
|
| June 29, 2019 |
| ||
Operating lease costs(1) |
|
|
| $ | 21,079 |
|
| $ | 42,136 |
|
Variable lease costs |
|
|
| $ | 423 |
|
| $ | 921 |
|
(1) | Includes short-term lease costs which are not significant. |
7
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
The maturities of operating lease liabilities as of June 29, 2019, were as follows (in thousands):
2019 (excluding the six months ended June 29, 2019) |
| $ | 40,752 |
|
2020 |
|
| 76,056 |
|
2021 |
|
| 68,532 |
|
2022 |
|
| 60,889 |
|
2023 |
|
| 52,339 |
|
2024 |
|
| 41,107 |
|
Thereafter |
|
| 104,731 |
|
Total lease payments(1) |
|
| 444,406 |
|
Less: Interest |
|
| 97,359 |
|
Present value of operating lease liabilities(2) |
| $ | 347,047 |
|
(1) | Total lease payments exclude $55 million of legally binding minimum lease payments for leases signed but not yet commenced. |
(2) | Includes the current portion of $56 million for operating lease liabilities. |
The aggregate future commitments under operating leases as of December 30, 2018, were expected to be as follows (in thousands):
2019 |
| $ | 78,337 |
|
2020 |
|
| 73,331 |
|
2021 |
|
| 66,491 |
|
2022 |
|
| 59,515 |
|
2023 |
|
| 51,076 |
|
Thereafter |
|
| 149,318 |
|
Total lease payments(1) |
| $ | 478,068 |
|
(1) | Total lease payments include $62 million of legally binding minimum lease payments for leases signed but not yet commenced. |
Other information related to operating leases was as follows:
June 29, 2019 | ||
Weighted-average remaining lease term (years) | 6.8 | |
Weighted-average discount rate | 7.4% |
|
| Six Months Ended |
| |
(in thousands) |
| June 29, 2019 |
| |
Cash paid for amounts included in present value of operating lease liabilities |
| $ | 39,941 |
|
Right-of-use assets obtained in exchange for operating lease liabilities(1) |
| $ | 36,543 |
|
(1) | See Note 1, Recently Adopted Accounting Guidance, which discusses the impact of our initial adoption of the new lease standard. |
7. RepurchaseRepurchases of Common Stock
Repurchases of our common stock were as follows (in thousands):
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 29, 2019 |
|
| June 30, 2018 |
|
| June 29, 2019 |
|
| June 30, 2018 |
| ||||
Amount repurchased under Board-approved share repurchase program |
| $ | 40,000 |
|
| $ | 65,000 |
|
| $ | 80,900 |
|
| $ | 140,000 |
|
Amount repurchased in connection with the vesting of employee restricted stock grants |
|
| 3,351 |
|
|
| 292 |
|
|
| 9,433 |
|
|
| 2,940 |
|
Total amount repurchased |
| $ | 43,351 |
|
| $ | 65,292 |
|
| $ | 90,333 |
|
| $ | 142,940 |
|
Three Months Ended | Nine Months Ended | |||||||||||||||
September 29, 2018 | September 30, 2017 | September 29, 2018 | September 30, 2017 | |||||||||||||
Amount repurchased under Board-approved share repurchase program | $ | 55,000 | $ | 40,000 | $ | 195,000 | $ | 115,000 | ||||||||
Amount repurchased in connection with the vesting of employee restricted stock grants | 299 | 64 | 3,239 | 5,158 | ||||||||||||
Total amount repurchased | $ | 55,299 | $ | 40,064 | $ | 198,239 | $ | 120,158 |
As of SeptemberJune 29, 2018,2019, the remaining authorization under our Board-approved share repurchase program was $270$105 million. There is no expiration date governing
8
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
8. Revenue Recognition
Deferred contract assets and deferred contract liabilities are included in our consolidated balance sheets as follows (in thousands):
|
| June 29, 2019 |
|
| December 29, 2018 |
| ||
Deferred Contract Assets included in: |
|
|
|
|
|
|
|
|
Other current assets |
| $ | 21,726 |
|
| $ | 20,553 |
|
Other non-current assets |
|
| 30,930 |
|
|
| 29,456 |
|
|
| $ | 52,656 |
|
| $ | 50,009 |
|
|
| June 29, 2019 |
|
| December 29, 2018 |
| ||
Deferred Contract Liabilities included in: |
|
|
|
|
|
|
|
|
Other current liabilities |
| $ | 33,053 |
|
| $ | 32,395 |
|
Other non-current liabilities |
|
| 42,340 |
|
|
| 42,194 |
|
|
| $ | 75,393 |
|
| $ | 74,589 |
|
During both the period over whichthree months ended June 29, 2019 and June 30, 2018, we can repurchase shares. Any repurchased shares are constructively retiredrecognized revenue of $8 million that was included in the deferred contract liability balance at the beginning of the respective periods. During the six months ended June 29, 2019 and returnedJune 30, 2018, we recognized revenue of $17 million and $16 million, respectively, that was included in the deferred contract liability balance at the beginning of the respective periods.
Revenue from goods and services transferred to an unissued status.
Net sales from each of our channels was as follows (in thousands):
|
| Three Months Ended |
|
|
|
| Six Months Ended |
| ||||||||||
|
| June 29, 2019 |
|
| June 30, 2018 |
|
|
|
| June 29, 2019 |
|
| June 30, 2018 |
| ||||
Retail |
| $ | 327,999 |
|
| $ | 286,853 |
|
|
|
| $ | 720,225 |
|
| $ | 642,922 |
|
Online and phone |
|
| 25,412 |
|
|
| 24,927 |
|
|
|
|
| 55,175 |
|
|
| 52,894 |
|
Company-Controlled channel |
|
| 353,411 |
|
|
| 311,780 |
|
|
|
|
| 775,400 |
|
|
| 695,816 |
|
Wholesale/Other channel |
|
| 2,552 |
|
|
| 4,558 |
|
|
|
|
| 7,008 |
|
|
| 9,155 |
|
Total |
| $ | 355,963 |
|
| $ | 316,338 |
|
|
|
| $ | 782,408 |
|
| $ | 704,971 |
|
Obligation for Sales Returns
The cost of stock repurchases is first chargedactivity in the sales returns liability account was as follows (in thousands):
|
| Six Months Ended |
| |||||
|
| June 29, 2019 |
|
| June 30, 2018 |
| ||
Balance at beginning of year |
| $ | 19,907 |
|
| $ | 19,270 |
|
Additions that reduce net sales |
|
| 37,543 |
|
|
| 36,555 |
|
Deductions from reserves |
|
| (39,684 | ) |
|
| (39,298 | ) |
Balance at end of period |
| $ | 17,766 |
|
| $ | 16,527 |
|
9
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Notes to additional paid-in capital. Once additional paid-in capital is reduced to zero, any additional amounts are charged to (accumulated deficit) retained earnings.
(unaudited)
9. Stock-Based Compensation Expense
Total stock-based compensation expense was as follows (in thousands):
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 29, 2019 |
|
| June 30, 2018 |
|
| June 29, 2019 |
|
| June 30, 2018 |
| ||||
Stock awards |
| $ | 3,696 |
|
| $ | 2,996 |
|
| $ | 6,729 |
|
| $ | 5,488 |
|
Stock options |
|
| 554 |
|
|
| 662 |
|
|
| 1,159 |
|
|
| 1,254 |
|
Total stock-based compensation expense |
|
| 4,250 |
|
|
| 3,658 |
|
|
| 7,888 |
|
|
| 6,742 |
|
Income tax benefit |
|
| 1,066 |
|
|
| 896 |
|
|
| 1,964 |
|
|
| 1,652 |
|
Total stock-based compensation expense, net of tax |
| $ | 3,184 |
|
| $ | 2,762 |
|
| $ | 5,924 |
|
| $ | 5,090 |
|
Three Months Ended | Nine Months Ended | |||||||||||||||
September 29, 2018 | September 30, 2017 | September 29, 2018 | September 30, 2017 | |||||||||||||
Stock awards | $ | 2,759 | $ | 3,339 | $ | 8,247 | $ | 10,059 | ||||||||
Stock options | 597 | 594 | 1,851 | 1,750 | ||||||||||||
Total stock-based compensation expense | 3,356 | 3,933 | 10,098 | 11,809 | ||||||||||||
Income tax benefit | 802 | 1,314 | 2,454 | 3,968 | ||||||||||||
Total stock-based compensation expense, net of tax | $ | 2,554 | $ | 2,619 | $ | 7,644 | $ | 7,841 |
10. Profit Sharing and 401(k) Plan
Under our profit sharing and 401(k) plan, eligible employees may defer up to
50% of their compensation on a pre-tax basis, subject to Internal Revenue Service limitations. Each pay period, we may make a discretionary contribution equal to a percentage of the employee’s contribution. During the three months endedThree Months Ended | Nine Months Ended | ||||||||||||||
September 29, 2018 | September 30, 2017 | September 29, 2018 | September 30, 2017 | ||||||||||||
Interest expense | $ | 1,836 | $ | 278 | $ | 3,817 | $ | 748 | |||||||
Interest income | — | (30 | ) | (3 | ) | (80 | ) | ||||||||
Other expense, net | $ | 1,836 | $ | 248 | $ | 3,814 | $ | 668 |
11.Net Income per Common Share
The components of basic and diluted net income per share were as follows (in thousands, except per share amounts):
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 29, 2019 |
|
| June 30, 2018 |
|
| June 29, 2019 |
|
| June 30, 2018 |
| ||||
Net income |
| $ | 4,280 |
|
| $ | 3,744 |
|
| $ | 29,698 |
|
| $ | 24,292 |
|
Reconciliation of weighted-average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted-average shares outstanding |
|
| 29,873 |
|
|
| 36,138 |
|
|
| 30,247 |
|
|
| 37,191 |
|
Dilutive effect of stock-based awards |
|
| 658 |
|
|
| 706 |
|
|
| 887 |
|
|
| 905 |
|
Diluted weighted-average shares outstanding |
|
| 30,531 |
|
|
| 36,844 |
|
|
| 31,134 |
|
|
| 38,096 |
|
Net income per share – basic |
| $ | 0.14 |
|
| $ | 0.10 |
|
| $ | 0.98 |
|
| $ | 0.65 |
|
Net income per share – diluted |
| $ | 0.14 |
|
| $ | 0.10 |
|
| $ | 0.95 |
|
| $ | 0.64 |
|
Three Months Ended | Nine Months Ended | ||||||||||||||
September 29, 2018 | September 30, 2017 | September 29, 2018 | September 30, 2017 | ||||||||||||
Net income | $ | 18,257 | $ | 25,603 | $ | 42,549 | $ | 49,286 | |||||||
Reconciliation of weighted-average shares outstanding: | |||||||||||||||
Basic weighted-average shares outstanding | 34,231 | 40,755 | 36,204 | 41,740 | |||||||||||
Dilutive effect of stock-based awards | 808 | 760 | 873 | 819 | |||||||||||
Diluted weighted-average shares outstanding | 35,039 | 41,515 | 37,077 | 42,559 | |||||||||||
Net income per share – basic | $ | 0.53 | $ | 0.63 | $ | 1.18 | $ | 1.18 | |||||||
Net income per share – diluted | $ | 0.52 | $ | 0.62 | $ | 1.15 | $ | 1.16 |
For the three and ninesix months ended SeptemberJune 29, 20182019 and SeptemberJune 30, 2017,2018, anti-dilutive stock-based awards excluded from the diluted net income per share calculations were immaterial.
10
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Notes to the significant complexity of the TCJA, anticipated further guidance from the U.S. Treasury, the potential for additional guidance from the SEC/ FASB, or other new information becoming available, our provisional tax benefit may be further adjusted during 2018. Our provisional estimate is expected to be finalized no later than the fourth quarter of 2018. Further guidance and additional information regarding the TCJA may also impact our 2018 effective income tax rate, exclusive of any adjustment to the provisional tax benefit.
(unaudited)
12. Commitments and Contingencies
Warranty Liabilities
The activity in the accrued warranty liabilities account was as follows (in thousands):
|
| Six Months Ended |
| |||||
|
| June 29, 2019 |
|
| June 30, 2018 |
| ||
Balance at beginning of year |
| $ | 10,389 |
|
| $ | 9,320 |
|
Additions charged to costs and expenses for current-year sales |
|
| 5,003 |
|
|
| 6,106 |
|
Deductions from reserves |
|
| (5,591 | ) |
|
| (5,790 | ) |
Changes in liability for pre-existing warranties during the current year, including expirations |
|
| 1,418 |
|
|
| 132 |
|
Balance at end of period |
| $ | 11,219 |
|
| $ | 9,768 |
|
Nine Months Ended | |||||||
September 29, 2018 | September 30, 2017 | ||||||
Balance at beginning of year | $ | 9,320 | $ | 8,633 | |||
Additions charged to costs and expenses for current-year sales | 9,275 | 8,627 | |||||
Deductions from reserves | (8,461 | ) | (6,625 | ) | |||
Changes in liability for pre-existing warranties during the current year, including expirations | 177 | (708 | ) | ||||
Balance at end of period | $ | 10,311 | $ | 9,927 |
Legal Proceedings
We are involved from time to time in various legal proceedings arising in the ordinary course of our business, including primarily commercial, product liability, employment and intellectual property claims. In accordance with U.S. generally accepted accounting principles, in the United States, we record a liability in our consolidated financial statements with respect to any of these matters when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. With respect to currently pending legal proceedings, we have not established an estimated range of reasonably possible additional losses either because we believe that we have valid defenses to claims asserted against us or the proceeding has not advanced to a stage of discovery that would enable us to establish an estimate. We currently do not expect the outcome of these matterspending legal proceedings to have a material effect on our consolidated results of operations, financial position or cash flows. Litigation, however, is inherently unpredictable, and it is possible that the ultimate outcome of one or more claims asserted against us could adversely impact our consolidated results of operations, financial position or cash flows. We expense legal costs as incurred.
On September 18, 2018, two former Home Delivery Technician, Donald Cassels, and former Field Services Delivery Assistant, Jose Cadenas,employees filed suit, now venued in Superior Court in San FranciscoFresno County, California, alleging representative claims on a purported class action basis under the California Labor Code Private Attorney General Act. While the two representative plaintiffs were in the Home Delivery workforce, the Complaint does not limit the purported plaintiff class to that group. The plaintiffs allege that Sleep Number failed or refused to adopt adequate practices, policies and procedures relating to wage payments, record keeping, employment disclosures, meal and rest breaks, among other claims, under California law. The plaintiffs purport to represent all former and current Sleep Number employees in the State of California aggrieved by the alleged practices. The Complaint seeks damages in the form of civil penalties and plaintiff’splaintiffs’ attorneys’ fees, and expressly disclaims the recovery of any purported individual specific relief or underpaid wages. On October 8, 2018, after Sleep Number raised issues with the plaintiff’s choice of venue, the parties filed a joint stipulation to transfer venue from the Superior Court in San Francisco County to Superior Court in Fresno County. Sleep Number believes plaintiff’s purported claims are without merit and intendsWe intend to vigorously defend this matter.
On March 27, 2018, Level Sleep, LLC filed a patent infringement lawsuit against Sleep Number in the Federal District Court for the Eastern District of Texas. In its Complaint, Level Sleep claims that Sleep Number infringed two patents owned by Level Sleep, U.S. Patent Nos. 6,807,698 and 7,036,172 (the “Patents”), by, among other things, making, using, offering for sale, or selling within the United States, and/or importing into the United States, beds with sleep surfaces having foam with multiple zones in the longitudinal direction. Level Sleep has asserted that five non-360 beds no longer sold and two current non-360 beds infringe the Patents. Level Sleep seeks damages in the form of a reasonable royalty. Sleep Number has asserted that the Patents are invalid and that our products do not infringe the Patents. The case is scheduled for trial in February 2020 and is in the pre-trial discovery process. We intend to vigorously defend this matter.
11
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide a reader of our condensed consolidated financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in seven sections:
• | Risk Factors |
• | Company Overview |
• | Results of Operations |
• | Liquidity and Capital Resources |
• | Non-GAAP Data |
• | Off-Balance-Sheet Arrangements and Contractual Obligations |
• | Critical Accounting Policies |
Risk Factors
The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements and the Notes thereto included herein. This quarterly report on Form 10-Qthis Quarterly Report contains certain forward-looking statements that relate to future plans, events, financial results or performance. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “predict,” “intend,” “potential,” “continue” or the negative of these or similar terms. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections.
• | Current and future general and industry economic trends and consumer confidence; |
• | The effectiveness of our marketing messages; |
• | The efficiency of our advertising and promotional efforts; |
• | Our ability to execute our Company-Controlled distribution strategy; |
• | Our ability to achieve and maintain acceptable levels of product and service quality, and acceptable product return and warranty claims rates; |
• | Our ability to continue to improve and expand our product line, and consumer acceptance of our products, product quality, innovation and brand image; |
• | Industry competition, the emergence of additional competitive products and the adequacy of our intellectual property rights to protect our products and brand from competitive or infringing activities; |
• | The potential for claims that our products, processes, advertising, or trademarks infringe the intellectual property rights of others; |
• | Availability of attractive and cost-effective consumer credit options; |
• | Our manufacturing processes with minimal levels of inventory, which may leave us vulnerable to shortages in supply; |
• | Our dependence on significant suppliers and third parties and our ability to maintain relationships with key suppliers or third parties, including several sole-source suppliers or providers of services; |
• | Rising commodity costs and other inflationary pressures; |
• | Risks inherent in global sourcing activities, including tariffs and the potential for shortages in supply; |
• | Risks of disruption in the operation of any of our main manufacturing facilities or assembly facilities; |
• | Increasing government regulation; |
• | Pending or unforeseen litigation and the potential for adverse publicity associated with litigation; |
• | The adequacy of our and third-party information systems to meet the evolving needs of our business and existing and evolving risks and regulatory standards applicable to data privacy and security; |
• | The costs and potential disruptions to our business related to upgrading our information systems; |
• | The vulnerability of our and third-party information systems to attacks by hackers or other cyber threats that could compromise the security of our systems, result in a data breach or disrupt our business; |
• | Our ability to attract, retain and motivate qualified management, executive and other key employees, including qualified retail sales professionals and managers. |
Additional information concerning these, and other risks and uncertainties is contained under the caption “Risk Factors” in our Annual Report on Form 10-K.
We have no obligation to publicly update or revise any of the forward-looking statements contained in this quarterly reportQuarterly Report on Form 10-Q.
Company Overview
Sleep Number Corporation, based in Minneapolis, Minnesota, was founded in 1987. We are listed on The NASDAQNasdaq Stock Market LLC (NASDAQ(Nasdaq Global Select Market) under the symbol “SNBR.”
Sleep Number is to improve lives by individualizing sleep experiences. Our vision is to become one of the world's most beloved brands
Our relentless focus on developing benefit-driven innovation for our bed’s DualAir™ system. Through daily digital interactions that build lifelong relationships, SleepIQ technology also communicates how you slept and provides insights on what adjustments you can make to optimize your sleep and improve your daily life. Sleep Number also offers FlexFit™ adjustable bases, and Sleep Number
Results of Operations
Quarterly and Year-to-Date Results
Quarterly and year-to-date operating results may fluctuate significantly as a result of a variety of factors, including increases or decreases in sales, the timing, amount and effectiveness of advertising expenditures, changes in sales return rates or warranty experience, timing of investments in growth initiatives and infrastructure, timing of store openings/closings and related expenses, changes in net sales resulting from changes in our store base, the timing of new product introductions and related expenses, the timing of promotional offerings, competitive factors, changes in commodity costs, any disruptions in supplies or third-party service providers, seasonality of retail and bedding industry sales, consumer confidence and general economic conditions. Therefore, our historical results of operations may not be indicative of the results that may be achieved for any future period.
Highlights
Financial highlights for the period ended SeptemberJune 29, 20182019 were as follows:
• | |
Net sales for the three months ended |
• | Our revolutionary Sleep Number 360® smart beds have driven double-digit demand growth for four consecutive quarters (transition completed in July 2018), including the 13% net sales increase in the second quarter of 2019. |
• | Sales per store (Company-Controlled channel sales for stores open at least one year, including online and phone sales) on a trailing twelve-month basis for the period ended June 29, 2019, totaled $2.8 million, 6% higher than the same period one year ago. |
• | Operating income for the three months ended |
• | Net |
• | Cash provided by operating activities for the six months ended June 29, 2019 increased by $41 million to $70 million, compared with $29 million for the same period one year ago. |
• | At June 29, 2019, we ended the quarter with $282 million of borrowings under our $450 million revolving credit facility. |
• | During the three months ended June 29, 2019, we repurchased 1.0 million shares of our common stock under our Board-approved share repurchase program at a cost of $40 million (based on trade date, at an average of $38.69 per share). As of June 29, 2019, the remaining authorization under our Board-approved share repurchase program was $105 million. |
The following table sets forth our results of operations expressed as dollars and percentages of net sales. Figures are in millions, except percentages and per share amounts. Amounts may not add due to rounding differences.
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||||||||||||||||||
|
| June 29, 2019 |
|
| June 30, 2018 |
|
| June 29, 2019 |
|
| June 30, 2018 |
| ||||||||||||||||||||
Net sales |
| $ | 356.0 |
|
|
| 100.0 | % |
| $ | 316.3 |
|
|
| 100.0 | % |
| $ | 782.4 |
|
|
| 100.0 | % |
| $ | 705.0 |
|
|
| 100.0 | % |
Cost of sales |
|
| 138.8 |
|
|
| 39.0 | % |
|
| 127.5 |
|
|
| 40.3 | % |
|
| 303.0 |
|
|
| 38.7 | % |
|
| 278.6 |
|
|
| 39.5 | % |
Gross profit |
|
| 217.2 |
|
|
| 61.0 | % |
|
| 188.9 |
|
|
| 59.7 | % |
|
| 479.4 |
|
|
| 61.3 | % |
|
| 426.4 |
|
|
| 60.5 | % |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
| 168.8 |
|
|
| 47.4 | % |
|
| 151.1 |
|
|
| 47.8 | % |
|
| 355.7 |
|
|
| 45.5 | % |
|
| 323.0 |
|
|
| 45.8 | % |
General and administrative |
|
| 33.0 |
|
|
| 9.3 | % |
|
| 28.8 |
|
|
| 9.1 | % |
|
| 67.4 |
|
|
| 8.6 | % |
|
| 60.6 |
|
|
| 8.6 | % |
Research and development |
|
| 8.1 |
|
|
| 2.3 | % |
|
| 6.9 |
|
|
| 2.2 | % |
|
| 16.4 |
|
|
| 2.1 | % |
|
| 13.8 |
|
|
| 2.0 | % |
Total operating expenses |
|
| 209.9 |
|
|
| 59.0 | % |
|
| 186.8 |
|
|
| 59.1 | % |
|
| 439.5 |
|
|
| 56.2 | % |
|
| 397.4 |
|
|
| 56.4 | % |
Operating income |
|
| 7.2 |
|
|
| 2.0 | % |
|
| 2.1 |
|
|
| 0.7 | % |
|
| 40.0 |
|
|
| 5.1 | % |
|
| 29.0 |
|
|
| 4.1 | % |
Interest expense, net |
|
| 3.2 |
|
|
| 0.9 | % |
|
| 1.5 |
|
|
| 0.5 | % |
|
| 5.8 |
|
|
| 0.7 | % |
|
| 2.0 |
|
|
| 0.3 | % |
Income before income taxes |
|
| 4.0 |
|
|
| 1.1 | % |
|
| 0.6 |
|
|
| 0.2 | % |
|
| 34.1 |
|
|
| 4.4 | % |
|
| 27.0 |
|
|
| 3.8 | % |
Income tax (benefit) expense |
|
| (0.3 | ) |
|
| (0.1 | )% |
|
| (3.1 | ) |
|
| (1.0 | )% |
|
| 4.4 |
|
|
| 0.6 | % |
|
| 2.7 |
|
|
| 0.4 | % |
Net income |
| $ | 4.3 |
|
|
| 1.2 | % |
| $ | 3.7 |
|
|
| 1.2 | % |
| $ | 29.7 |
|
|
| 3.8 | % |
| $ | 24.3 |
|
|
| 3.4 | % |
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ | 0.14 |
|
|
|
|
|
| $ | 0.10 |
|
|
|
|
|
| $ | 0.98 |
|
|
|
|
|
| $ | 0.65 |
|
|
|
|
|
Diluted |
| $ | 0.14 |
|
|
|
|
|
| $ | 0.10 |
|
|
|
|
|
| $ | 0.95 |
|
|
|
|
|
| $ | 0.64 |
|
|
|
|
|
Weighted-average number of common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Basic |
|
| 29.9 |
|
|
|
|
|
|
| 36.1 |
|
|
|
|
|
|
| 30.2 |
|
|
|
|
|
|
| 37.2 |
|
|
|
|
|
Diluted |
|
| 30.5 |
|
|
|
|
|
|
| 36.8 |
|
|
|
|
|
|
| 31.1 |
|
|
|
|
|
|
| 38.1 |
|
|
|
|
|
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||
September 29, 2018 | September 30, 2017 | September 29, 2018 | September 30, 2017 | |||||||||||||||||||||||||
Net sales | $ | 414.8 | 100.0 | % | $ | 402.6 | 100.0 | % | $ | 1,119.8 | 100.0 | % | $ | 1,081.2 | 100.0 | % | ||||||||||||
Cost of sales | 164.3 | 39.6 | % | 149.2 | 37.1 | % | 442.9 | 39.6 | % | 404.7 | 37.4 | % | ||||||||||||||||
Gross profit | 250.5 | 60.4 | % | 253.5 | 62.9 | % | 676.9 | 60.4 | % | 676.5 | 62.6 | % | ||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||
Sales and marketing | 188.5 | 45.4 | % | 174.8 | 43.4 | % | 511.5 | 45.7 | % | 488.6 | 45.2 | % | ||||||||||||||||
General and administrative | 29.4 | 7.1 | % | 32.6 | 8.1 | % | 89.9 | 8.0 | % | 95.2 | 8.8 | % | ||||||||||||||||
Research and development | 7.4 | 1.8 | % | 7.0 | 1.7 | % | 21.1 | 1.9 | % | 21.0 | 1.9 | % | ||||||||||||||||
Total operating expenses | 225.2 | 54.3 | % | 214.4 | 53.3 | % | 622.6 | 55.6 | % | 604.7 | 55.9 | % | ||||||||||||||||
Operating income | 25.3 | 6.1 | % | 39.0 | 9.7 | % | 54.3 | 4.9 | % | 71.8 | 6.6 | % | ||||||||||||||||
Other expense, net | 1.8 | 0.4 | % | 0.2 | 0.1 | % | 3.8 | 0.3 | % | 0.7 | 0.1 | % | ||||||||||||||||
Income before income taxes | 23.5 | 5.7 | % | 38.8 | 9.6 | % | 50.5 | 4.5 | % | 71.1 | 6.6 | % | ||||||||||||||||
Income tax expense | 5.2 | 1.3 | % | 13.2 | 3.3 | % | 7.9 | 0.7 | % | 21.8 | 2.0 | % | ||||||||||||||||
Net income | $ | 18.3 | 4.4 | % | $ | 25.6 | 6.4 | % | $ | 42.5 | 3.8 | % | $ | 49.3 | 4.6 | % | ||||||||||||
Net income per share: | ||||||||||||||||||||||||||||
Basic | $ | 0.53 | $ | 0.63 | $ | 1.18 | $ | 1.18 | ||||||||||||||||||||
Diluted | $ | 0.52 | $ | 0.62 | $ | 1.15 | $ | 1.16 | ||||||||||||||||||||
Weighted-average number of common shares: | ||||||||||||||||||||||||||||
Basic | 34.2 | 40.8 | 36.2 | 41.7 | ||||||||||||||||||||||||
Diluted | 35.0 | 41.5 | 37.1 | 42.6 |
The percentage of our total net sales, by dollar volume, from each of our channels was as follows:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 29, 2019 |
|
| June 30, 2018 |
|
| June 29, 2019 |
|
| June 30, 2018 |
| ||||
Company-Controlled channel |
|
| 99.3 | % |
|
| 98.6 | % |
|
| 99.1 | % |
|
| 98.7 | % |
Wholesale/Other channel |
|
| 0.7 | % |
|
| 1.4 | % |
|
| 0.9 | % |
|
| 1.3 | % |
Total |
|
| 100.0 | % |
|
| 100.0 | % |
|
| 100.0 | % |
|
| 100.0 | % |
Three Months Ended | Nine Months Ended | |||||||||||
September 29, 2018 | September 30, 2017 | September 29, 2018 | September 30, 2017 | |||||||||
Company-Controlled channel | 99.5 | % | 99.3 | % | 99.0 | % | 98.5 | % | ||||
Wholesale/Other channel | 0.5 | % | 0.7 | % | 1.0 | % | 1.5 | % | ||||
Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
The components of total net sales change, including comparable net sales changes, were as follows:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 29, 2019 |
|
| June 30, 2018 |
|
| June 29, 2019 |
|
| June 30, 2018 |
| ||||
Sales change rates: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail comparable-store sales (1) |
|
| 9 | % |
|
| 8 | % |
|
| 7 | % |
|
| 1 | % |
Online and phone |
|
| 2 | % |
|
| 19 | % |
|
| 4 | % |
|
| 12 | % |
Company-Controlled comparable sales change (1) |
|
| 8 | % |
|
| 9 | % |
|
| 7 | % |
|
| 2 | % |
Net opened/closed stores |
|
| 5 | % |
|
| 3 | % |
|
| 4 | % |
|
| 3 | % |
Total Company-Controlled channel |
|
| 13 | % |
|
| 12 | % |
|
| 11 | % |
|
| 5 | % |
Wholesale/Other channel |
|
| (44 | %) |
|
| (29 | %) |
|
| (23 | %) |
|
| (33 | %) |
Total net sales change |
|
| 13 | % |
|
| 11 | % |
|
| 11 | % |
|
| 4 | % |
Three Months Ended | Nine Months Ended | |||||||||||
September 29, 2018 | September 30, 2017 | September 29, 2018 | September 30, 2017 | |||||||||
Sales change rates: | ||||||||||||
Retail comparable-store sales(1) | (1 | %) | 5 | % | 0 | % | 1 | % | ||||
Online and phone | 10 | % | 9 | % | 11 | % | 17 | % | ||||
Company-Controlled comparable sales change | 0 | % | 5 | % | 1 | % | 2 | % | ||||
Net opened/closed stores | 3 | % | 6 | % | 3 | % | 8 | % | ||||
Total Company-Controlled channel | 3 | % | 11 | % | 4 | % | 10 | % | ||||
Wholesale/Other channel | (21 | %) | (65 | %) | (31 | %) | (38 | %) | ||||
Total net sales change | 3 | % | 9 | % | 4 | % | 8 | % |
(1) |
Stores are included in the comparable-store calculations in the 13th full month of operations. Stores that have been remodeled or repositioned within the same shopping center remain in the comparable-store base. |
14
Other sales metrics were as follows:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 29, 2019 |
|
| June 30, 2018 |
|
| June 29, 2019 |
|
| June 30, 2018 |
| ||||
Average sales per store (1) ($ in thousands) |
| $ | 2,800 |
|
| $ | 2,645 |
|
|
|
|
|
|
|
|
|
Average sales per square foot (1) |
| $ | 1,015 |
|
| $ | 985 |
|
|
|
|
|
|
|
|
|
Stores > $2 million in net sales (2) |
|
| 69 | % |
|
| 63 | % |
|
|
|
|
|
|
|
|
Stores > $3 million in net sales (2) |
|
| 28 | % |
|
| 23 | % |
|
|
|
|
|
|
|
|
Average revenue per mattress unit – Company-Controlled channel (3) |
| $ | 4,945 |
|
| $ | 4,508 |
|
| $ | 4,868 |
|
| $ | 4,459 |
|
Three Months Ended | Nine Months Ended | |||||||||||||||
September 29, 2018 | September 30, 2017 | September 29, 2018 | September 30, 2017 | |||||||||||||
Average sales per store(1) ($ in thousands) | $ | 2,635 | $ | 2,567 | ||||||||||||
Average sales per square foot(1) | $ | 977 | $ | 985 | ||||||||||||
Stores > $1 million in net sales(2) | 98 | % | 98 | % | ||||||||||||
Stores > $2 million in net sales(2) | 62 | % | 59 | % | ||||||||||||
Average revenue per mattress unit – Company-Controlled channel(3) | $ | 4,387 | $ | 4,385 | $ | 4,432 | $ | 4,239 |
(1) | Trailing-twelve months Company-Controlled comparable sales per store open at least one year. |
(2) |
Trailing-twelve months for stores open at least one year (excludes online and phone sales). |
(3) | Represents Company-Controlled channel total net sales divided by Company-Controlled channel mattress units. |
The number of retail stores operating was as follows:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 29, 2019 |
|
| June 30, 2018 |
|
| June 29, 2019 |
|
| June 30, 2018 |
| ||||
Beginning of period |
|
| 585 |
|
|
| 558 |
|
|
| 579 |
|
|
| 556 |
|
Opened |
|
| 17 |
|
|
| 11 |
|
|
| 32 |
|
|
| 24 |
|
Closed |
|
| (8 | ) |
|
| (4 | ) |
|
| (17 | ) |
|
| (15 | ) |
End of period |
|
| 594 |
|
|
| 565 |
|
|
| 594 |
|
|
| 565 |
|
Three Months Ended | Nine Months Ended | |||||||||||
September 29, 2018 | September 30, 2017 | September 29, 2018 | September 30, 2017 | |||||||||
Beginning of period | 565 | 549 | 556 | 540 | ||||||||
Opened | 9 | 6 | 33 | 30 | ||||||||
Closed | (5 | ) | (2 | ) | (20 | ) | (17 | ) | ||||
End of period | 569 | 553 | 569 | 553 |
Comparison of Three Months Ended SeptemberJune 29, 20182019 with Three Months Ended SeptemberJune 30, 2017
Net sales
Net sales increased 3% to $415 million for the three months ended SeptemberJune 29, 2018,2019 increased by $40 million, or 13%, to $356 million, compared with $403$316 million for the same period one year ago. Net sales for the three months ended September 29, 2018 were negatively affected by an approximately $24 million shift in sales from our third quarter to our fourth quarter as a result of strong consumer demand later in the quarter after our completed transition to all Sleep Number 360
Our revolutionary Sleep Number 360 smart beds have driven double-digit demand growth for four consecutive quarters (transition completed in July 2018), including the 13% net sales increase in the second quarter of 2019. The Sleep Number 360 smart bed won 13 awards at CES 2017, including being named the Best of Innovation Honoree in the Home Appliance category. It also received the 2018 Edison Silver Award for breakthrough product design and innovation in the three months ended September 29, 2018 were consistent with the prior year period.
The $12$40 million net sales increase compared with the same period one year ago was comprised of the following: (i) a $14$25 million increase resulting from net store openings; partially offset by (ii) a $1 million decrease in our Company-Controlled comparable net sales; and (iii)(ii) a $1$17 million decrease inincrease resulting from net store openings. Wholesale/Other channel sales.sales decreased slightly year-over-year. Company-Controlled mattress unit sales increased 3% compared with the prior year. Average revenue per mattress unit in our Company-Controlled channel totaled $4,387, consistent$4,945, a 10% increase compared with $4,508 in the prior year.
Gross profit
Gross profit of $251$217 million decreasedincreased by $3$28 million, or 1%15%, compared with $253$189 million for the same period one year ago. The gross profit rate was 60.4%improved to 61.0% of net sales for the three months ended SeptemberJune 29, 2018,2019, compared with 62.9%59.7% for the prior-year comparable period. The current-year gross profit rate declineincrease of 2.51.3 ppt. was primarily due to two factors in about equal proportion:factors: (i) closeout sales of our prior line of classic series beds;current-period manufacturing and supply chain efficiency gains, and benefit-driven product price increases (1.0 ppt.); and (ii) a higher mixthe elimination of lower-margin sourced products, including FlexFit™ adjustable bases that integrate wellprior year’s product transition costs and temporary inefficiencies associated with our 360
Sales and marketing expenses for the three months ended SeptemberJune 29, 2018 increased to $1882019 were $169 million, or 45.4%47.4% of net sales, compared with $175$151 million, or 43.4%47.8% of net sales, for the same period one year ago. The 2.00.4 ppt. changedecrease in the sales and marketing expense rate was primarily resulteddue to the expense leverage from increased salesthe 13% increase in net sales; partially offset by an increase in media and marketingpromotional expenses including our new campaign called "This is Not a Bed™", that drove strong order growth during the back-half of the third-quarter 2018. A significant portion of the third-quarter order growth will be included in net sales after delivery of the ordersadditional customer traffic to our customers in the fourth-quarter 2018 (see Net sales discussion above).
General and administrative expenses
General and administrative (G&A) expenses totaled $29$33 million, or 7.1%9.3% of net sales, for the three months ended SeptemberJune 29, 2018,2019, compared with $33$29 million, or 8.1%9.1% of net sales, in the prior-year period. The $3.3$4.2 million decreaseincrease in G&A expenses consisted primarily of the following: (i) a $1.9$1.7 million decreaseincrease in employee compensation primarily resulting from a year-over-year decreaseincrease in performance-based incentive compensation; and (ii) a $1.4$1.2 million increase in professional fees; and (iii) a $1.3 million net decreaseincrease in miscellaneous other expenses. The G&A expense rate decreasedincreased by 1.00.2 ppt. in the current-year period compared with the same period one year ago due to the decrease in expensesitems discussed above, andpartially offset by the leveraging impact of the 3%13% net sales increase.
Research and development expenses
Research and development (R&D) expenses increased by 17% to $8 million for the three months ended SeptemberJune 29, 2018,2019 compared with $13.2$7 million infor the same period one year ago. The effective income taxR&D expense rate for the three months ended SeptemberJune 29, 2018 decreased2019 increased to 22.3% from 34.0%2.3% of net sales compared with 2.2% of net sales for the comparable period, reflecting the impact from the Tax Cuts and Jobs Act, including the reduction in the federal corporate income tax rate from 35%prior year. The spending level increase supports our consumer innovation strategy.
Interest expense, net
Interest expense, net increased to 21%. The effective tax rate$3.2 million for the current-year period also benefited from: (i) the recognition of additional tax credits; and (ii) stock-based compensation excess tax benefits. See Note 12,
Income tax benefit
Income tax benefit was $0.3 million for the three months ended June 29, 2019, compared with a $3.1 million benefit last year. Both periods benefited from discrete tax items. The current-year period included stock-based compensation excess tax benefits and a favorable resolution of a tax matter totaling $1.3 million, or $0.04 per diluted share. The prior-year period included a one-time tax planning benefit of $2.9 million, or $0.08 per diluted share, associated with the new Tax Cuts and Jobs Act.
Comparison of Six Months Ended June 29, 2019 with Six Months Ended June 30, 2018
Net sales
Net sales for the ninesix months ended SeptemberJune 29, 2018 were negatively affected2019 increased by an approximately $24$77 million, shift in sales from our third quarteror 11%, to our fourth quarter as a result of strong consumer demand later in the quarter after our completed transition to all Sleep Number 360
Our revolutionary Sleep Number 360 smart beds have driven double-digit demand growth for four consecutive quarters (transition completed in July 2018), including the 11% net sales increase in our Company-Controlled channel, partially offset by a decrease in Wholesale/Other channel sales.
The $39$77 million net sales increase compared with the same period one year ago was comprised of the following: (i) a $31$43 million increase in our Company-Controlled comparable net sales; and (ii) a $36 million increase resulting from net store openings; and (ii) a $13 million increase in sales from our Company-Controlled comparable sales; partially offset by (iii) a $5 million decrease inopenings. Wholesale/Other channel sales. Sales ofsales decreased slightly year-over-year. Company-Controlled mattress units were in lineunit sales increased 2% compared with the prior-year period.prior year. Average revenue per mattress unit in our Company-Controlled channel increased by 5%.
Gross profit of $677$479 million for the ninesix months ended SeptemberJune 29, 2018 was consistent2019 increased by $53 million, or 12%, compared with $677$426 million for the comparablesame period one year ago. The gross profit rate decreasedimproved to 60.4%61.3% of net sales, for the first nine months of 2018, compared with 62.6%60.5% for the prior-year comparable period. The current-year gross profit rate declineincrease of 2.20.8 ppt. was primarily due to:to two factors: (i) 1.3current-period manufacturing and supply chain efficiency gains, and benefit-driven product price increases (0.9 ppt. from); and (ii) the elimination of prior year’s product transition costs and temporary inefficiencies associated with operating two supply chains (0.7 ppt.). These two positive factors were partially offset by: (i) a higher mix of lower-margin sourced products, including FlexFit™ adjustable bases;bases that integrate well with our 360 smart beds (0.3 ppt); (ii) increased tariff costs (0.3 ppt.); and (ii) 0.8(iii) delivery cost inflation (0.2 ppt. resulting primarily from transition costs associated with operating two product lines, including higher logistics expenses.). In addition, our gross profit rate will fluctuate from quarter to quarter due to a variety of other factors, including warranty expenses, return and exchange costs, and performance-based incentive compensation.
Sales and marketing expenses
Sales and marketing expenses for the ninesix months ended SeptemberJune 29, 2018 increased to $5112019 were $356 million, or 45.5% of net sales, compared with $489$323 million, or 45.8% of net sales, for the same period one year ago, and increased to 45.7% of net sales compared with 45.2% of net sales last year.ago. The 0.50.3 ppt. increasedecrease in the sales and marketing expense rate was mainlyprimarily due to increasedthe expense leverage from the 11% increase in net sales; partially offset by an increase in media spending to support our new campaign called "This is Not a Bed™", including spendingand promotional expenses that drove strong order growth during the three months ended September 29, 2018. A significant portion of the third-quarter order growth will be included in net sales after delivery of the ordersadditional customer traffic to our customers in the fourth-quarter 2018 (see Net sales discussion above).
General and administrative expenses
General and administrative (G&A) expenses totaled $90$67 million, or 8.0%8.6% of net sales, for the ninesix months ended SeptemberJune 29, 2018,2019, compared with $95$61 million, or 8.8%8.6% of net sales, in the prior-year period. The $5$6.8 million decreaseincrease in G&A expenses consisted primarily of the following: (i) a $2.7$3.8 million decreaseincrease in employee compensation primarily resulting from a year-over-year decreaseincrease in performance-based incentive compensation; and (ii) a $2.6$1.9 million increase in professional fees; and (iii) a $1.1 million net decreaseincrease in miscellaneous other expenses. The G&A expense rate decreased by 0.8 ppt. in the current-year period comparedof 8.6% was consistent with the same period one year ago due toas the expense decreasesincreases discussed above andwere offset by the leveraging impact of the 4%11% net sales increase (see Net sales commentary above).
Research and development expenses
Research and development (R&D) expenses increased by 19% to $16 million for the ninesix months ended SeptemberJune 29, 2018,2019 compared with $22$14 million for the same period one year ago. The R&D expense rate for the six months ended June 29, 2019 increased to 2.1% of net sales compared with 2.0% of net sales for the prior year. The spending level increase supports our consumer innovation strategy.
Interest expense, net
Interest expense, net increased to $5.8 million for the six months ended June 29, 2019, compared with $2.0 million for the same period one year ago. The $3.9 million change was due to our planned increase in borrowings under our revolving credit facility and the year-over-year increase in LIBOR rates. At June 29, 2019, we ended the quarter with $282 million of borrowings under our revolving credit facility compared with $183 million one year ago.
Income tax expense
Income tax expense was $4.4 million for the six months ended June 29, 2019, compared with $2.7 million last year. Both periods benefited from discrete tax items. The effective income tax rate for the six months ended June 29, 2019 was 12.9% reflecting stock-based compensation excess tax benefits and the favorable resolution of a tax matter. The effective tax rate for the ninesix months ended September 29,June 30, 2018 was 15.7% compared with 30.7% for the prior-year period10.1% reflecting the changes associateassociated with the Tax Cuts and Jobs Act, including a $2.9 million increase in the 2017 provisional tax benefit, that was recorded in the second-quarter 2018. Both periods' tax expense and effective tax rates included stock-based compensation excess tax benefits. See Note 12,
Liquidity and Capital Resources
Managing our liquidity and capital resources is an important part of our commitment to deliver superior shareholder value. Our primary sources of liquidity are cash flows provided by operating activities and cash available under our $300$450 million revolving credit facility. The cash generated from ongoing operations, and cash available under our revolving credit facility are expected to be adequate to maintain operations, and fund anticipated expansion and strategic initiatives for the foreseeable future.
As of
17
property and equipment, and
The following table summarizes our cash flows (dollars($ in millions). Amounts may not add due to rounding differences:
|
| Six Months Ended |
| |||||
|
| June 29, 2019 |
|
| June 30, 2018 |
| ||
Total cash provided by (used in): |
|
|
|
|
|
|
|
|
Operating activities |
| $ | 70.3 |
|
| $ | 29.1 |
|
Investing activities |
|
| (31.3 | ) |
|
| (21.3 | ) |
Financing activities |
|
| (39.0 | ) |
|
| (9.1 | ) |
Net increase (decrease) in cash and cash equivalents |
| $ | 0.1 |
|
| $ | (1.2 | ) |
Nine Months Ended | ||||||||
September 29, 2018 | September 30, 2017 | |||||||
Total cash provided by (used in): | ||||||||
Operating activities | $ | 134.5 | $ | 176.1 | ||||
Investing activities | (33.8 | ) | (37.6 | ) | ||||
Financing activities | (103.0 | ) | (123.3 | ) | ||||
Net (decrease) increase in cash, cash equivalents and restricted cash | $ | (2.4 | ) | $ | 15.2 |
Cash provided by operating activities for the ninesix months ended SeptemberJune 29, 20182019 was $134$70 million compared with $176$29 million for the ninesix months ended SeptemberJune 30, 2017.2018. Significant components of the year-over-year change in cash provided by operating activities included: (i) an $18a $5 million increase in net income for the six months ended June 29, 2019 compared with the same period one year ago; (ii) a $17 million fluctuation in prepaid expenses and other assets with both periods impacted by the timing of rent payments and changes in business activities; (iii) a $17 million fluctuation in accounts payable with both periods impacted by business changes and timing of payments; and (iv) a $12 million fluctuation in accrued compensation and benefits that primarily resulted from year-over-year changes in company-wide performance-based incentive compensation that was accrued and paid in the two comparable periods (lower(higher incentive compensation paid in 2017;2018 and lower incentive compensation accrued in the first ninesix months of 2018); and (ii) a $14 million fluctuation in income taxes reflecting the changes associate with the Tax Cuts and Jobs Act, including the reduction in the federal corporate income tax rate from 35% to 21% and associated tax planning.
Net cash used in investing activities to purchase property and equipment was $34 million for the ninesix months ended SeptemberJune 29, 2018,2019, compared with $38$21 million for the same period one year ago.
Net cash used in financing activities was $103$39 million for the ninesix months ended SeptemberJune 29, 2018,2019, compared with $123$9 million for the same period one year ago. During the ninesix months ended SeptemberJune 29, 2018,2019, we repurchased $198$100 million of our stock ($195(based on settlement, $90 million under our Board-approved share repurchase program and $3$10 million in connection with the vesting of employee restricted stock awards) compared with $120$143 million ($115 million under our Board-approved share repurchase program and $5 million in connection with the vesting of employee restricted stock awards) during the same period one year ago. Short-term borrowings increasedchanged by $94$57 million during the current-year period primarily due to thean $82 million increase in borrowings under our revolving credit facility to $136$282 million, partially offset by a decrease in book overdrafts which are included in the net change in short-term borrowings.
Under our Board-approved share repurchase program, we repurchased 5.92.1 million shares at a cost of $195$81 million (an(based on trade date, at an average of $32.93$39.02 per share) during the ninesix months ended SeptemberJune 29, 2018.2019. During the ninesix months ended SeptemberJune 30, 2017,2018, we repurchased 4.34.2 million shares at a cost of $115$140 million (an average of $26.52$33.22 per share). As of SeptemberJune 29, 2018,2019, the remaining authorization under our Board-approved share repurchase program was $270$105 million. There is no expiration date governing the period over which we can repurchase shares.
In February 2018,2019, we amended our revolving credit facility to increase our net aggregate availability from $153$300 million to $300$450 million. We maintained the accordion feature which allows us to increase the amount of the credit facility from $300$450 million to $450$600 million, subject to lenders' approval. The amended credit facility matures in February 2024. There were no other significant changes to the credit agreement'sagreement’s terms and conditions.
As of SeptemberJune 29, 2018,2019, we had $136$282 million of borrowings under our credit facility and $3 million in outstanding letters of credit. Our available borrowing capacity was $161$165 million. We were in compliance with all financial covenants. The credit facility matures in February 2023. The credit agreement provides the lenders with a collateral security interest in substantially all of our assets and those of our subsidiaries and requires us to comply with, among other things, a maximum leverage ratio (4.5x) and a minimum interest coverage
We have an agreement with Synchrony Bank to offer qualified customers revolving credit arrangements to finance purchases from us (Synchrony Agreement). The Synchrony Agreement contains financial covenants consistent with our credit facility, including a maximum leverage ratio and a minimum interest coverage ratio. As of SeptemberJune 29, 2018,2019, we were in compliance with all financial covenants.
Under the terms of the Synchrony Agreement, Synchrony Bank sets the minimum acceptable credit ratings, the interest rates, fees and all other terms and conditions of the customer accounts, including collection policies and procedures, and is the owner of the accounts.
Non-GAAP Data
Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)
We define earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) as net income plus: income tax expense, interest expense, depreciation and amortization, stock-based compensation and asset impairments. Management believes Adjusted EBITDA is a useful indicator of our financial performance and our ability to generate cash from operating activities. Our definition of Adjusted EBITDA may not be comparable to similarly titled definitions used by other companies. The table below reconciles Adjusted EBITDA, which is a non-GAAP financial measure, to the comparable GAAP financial measure.
Our Adjusted EBITDA calculations are as follows (dollars in(in thousands):
|
| Three Months Ended |
|
| Trailing-Twelve Months Ended |
| ||||||||||
|
| June 29, 2019 |
|
| June 30, 2018 |
|
| June 29, 2019 |
|
| June 30, 2018 |
| ||||
Net income |
| $ | 4,280 |
|
| $ | 3,744 |
|
| $ | 74,945 |
|
| $ | 65,686 |
|
Income tax (benefit) expense |
|
| (263 | ) |
|
| (3,111 | ) |
|
| 18,682 |
|
|
| 20,014 |
|
Interest expense |
|
| 3,229 |
|
|
| 1,454 |
|
|
| 9,769 |
|
|
| 2,486 |
|
Depreciation and amortization |
|
| 15,328 |
|
|
| 15,326 |
|
|
| 61,675 |
|
|
| 60,945 |
|
Stock-based compensation |
|
| 4,250 |
|
|
| 3,658 |
|
|
| 12,558 |
|
|
| 14,629 |
|
Asset impairments |
|
| 1 |
|
|
| 85 |
|
|
| 151 |
|
|
| 327 |
|
Adjusted EBITDA |
| $ | 26,825 |
|
| $ | 21,156 |
|
| $ | 177,780 |
|
| $ | 164,087 |
|
Three Months Ended | Trailing-Twelve Months Ended | |||||||||||||||
September 29, 2018 | September 30, 2017 | September 29, 2018 | September 30, 2017 | |||||||||||||
Net income | $ | 18,257 | $ | 25,603 | $ | 58,340 | $ | 60,573 | ||||||||
Income tax expense | 5,228 | 13,178 | 12,064 | 25,731 | ||||||||||||
Interest expense | 1,836 | 278 | 4,044 | 935 | ||||||||||||
Depreciation and amortization | 15,483 | 14,770 | 61,658 | 60,404 | ||||||||||||
Stock-based compensation | 3,356 | 3,933 | 14,052 | 14,498 | ||||||||||||
Asset impairments | 30 | 222 | 135 | 267 | ||||||||||||
Adjusted EBITDA | $ | 44,190 | $ | 57,984 | $ | 150,293 | $ | 162,408 |
Free Cash Flow
Our “free cash flow” data is considered a non-GAAP financial measure and is not in accordance with, or preferable to, “net cash provided by operating activities,” or GAAP financial data. However, we are providing this information as we believe it facilitates analysis for investors and financial analysts.
The following table summarizes our free cash flow calculations (dollars in(in thousands):
|
| Six Months Ended |
|
| Trailing-Twelve Months Ended |
| ||||||||||
|
| June 29, 2019 |
|
| June 30, 2018 |
|
| June 29, 2019 |
|
| June 30, 2018 |
| ||||
Net cash provided by operating activities |
| $ | 70,347 |
|
| $ | 29,131 |
|
| $ | 172,756 |
|
| $ | 112,931 |
|
Subtract: Purchases of property and equipment |
|
| 33,896 |
|
|
| 21,341 |
|
|
| 58,070 |
|
|
| 54,038 |
|
Free cash flow |
| $ | 36,451 |
|
| $ | 7,790 |
|
| $ | 114,686 |
|
| $ | 58,893 |
|
Nine Months Ended | Trailing-Twelve Months Ended | |||||||||||||||
September 29, 2018 | September 30, 2017 | September 29, 2018 | September 30, 2017 | |||||||||||||
Net cash provided by operating activities | $ | 134,450 | $ | 176,054 | $ | 131,003 | $ | 182,438 | ||||||||
Subtract: Purchases of property and equipment | 34,012 | 37,613 | 56,228 | 56,696 | ||||||||||||
Free cash flow | $ | 100,438 | $ | 138,441 | $ | 74,775 | $ | 125,742 |
Non-GAAP Data
(continued)Return on Invested Capital (ROIC)
(dollars in thousands)
ROIC is a financial measure we use to determine how efficiently we deploy our capital. It quantifies the return we earn on our invested capital. Management believes ROIC is also a useful metric for investors and financial analysts. We compute ROIC as outlined below. Our definition and calculation of ROIC may not be comparable to similarly titled definitions and calculations used by other companies. The tables below reconcile net operating profit after taxes (NOPAT) and total invested capital, which are non-GAAP financial measures, to the comparable GAAP financial measures:
|
| Trailing-Twelve Months Ended |
| |||||
|
| June 29, 2019 |
|
| June 30, 2018 |
| ||
Net operating profit after taxes (NOPAT) |
|
|
|
|
|
|
|
|
Operating income |
| $ | 103,393 |
|
| $ | 88,135 |
|
Add: Rent expense (1) |
|
| 84,210 |
|
|
| 76,215 |
|
Add: Interest income |
|
| 4 |
|
|
| 50 |
|
Less: Depreciation on capitalized operating leases (2) |
|
| (21,310 | ) |
|
| (19,640 | ) |
Less: Income taxes (3) |
|
| (40,319 | ) |
|
| (43,934 | ) |
NOPAT |
| $ | 125,978 |
|
| $ | 100,826 |
|
Average invested capital |
|
|
|
|
|
|
|
|
Total deficit |
| $ | (157,302 | ) |
| $ | (21,154 | ) |
Add: Long-term debt (4) |
|
| 282,308 |
|
|
| 183,405 |
|
Add: Capitalized operating lease obligations (5) |
|
| 673,680 |
|
|
| 609,720 |
|
Total invested capital at end of period |
| $ | 798,686 |
|
| $ | 771,971 |
|
Average invested capital (6) |
| $ | 750,375 |
|
| $ | 705,575 |
|
Return on invested capital (ROIC) (7) |
|
| 16.8 | % |
|
| 14.3 | % |
(1) | Rent expense is added back to operating income to show the impact of owning versus leasing the related assets. |
(2) | Depreciation is based on the average of the last five fiscal quarters' ending capitalized operating lease obligations (see note 6) for the respective reporting periods with an assumed thirty-year useful life. This life assumption is based on our long-term participation in given markets though specific retail location lease commitments are generally 5 to 10 years at inception. This is subtracted from operating income to illustrate the impact of owning versus leasing the related assets. |
(3) | Reflects annual effective income tax rates, before discrete adjustments, of 24.2% and 30.3% for 2019 and 2018, respectively. |
Trailing-Twelve Months Ended | ||||||||
September 29, 2018 | September 30, 2017 | |||||||
Net operating profit after taxes (NOPAT) | ||||||||
Operating income | $ | 74,427 | $ | 87,108 | ||||
Add: Rent expense(1) | 77,797 | 72,260 | ||||||
Add: Interest income | 21 | 129 | ||||||
Less: Depreciation on capitalized operating leases(2) | (20,012 | ) | (18,384 | ) | ||||
Less: Income taxes(3) | (34,751 | ) | (46,004 | ) | ||||
NOPAT | $ | 97,482 | $ | 95,109 | ||||
Average invested capital | ||||||||
Total equity | $ | (54,352 | ) | $ | 104,297 | |||
Add: Long-term debt(4) | 136,683 | — | ||||||
Add: Capitalized operating lease obligations(5) | 622,376 | 578,080 | ||||||
Total invested capital at end of period | $ | 704,707 | $ | 682,377 | ||||
Average invested capital(6) | $ | 710,325 | $ | 689,467 | ||||
Return on invested capital (ROIC)(7) | 13.7 | % | 13.8 | % |
(4) | Long-term debt includes existing finance lease liabilities. |
(5) | A multiple of eight times annual rent expense is used as an estimate for capitalizing our operating lease obligations. The methodology utilized aligns with the methodology of a nationally recognized credit rating agency. |
(6) | Average invested capital represents the average of the last five fiscal quarters' ending invested capital balances. |
(7) | ROIC equals NOPAT divided by average invested capital. |
Note - Our ROIC calculation and data are considered non-GAAP financial measures and are not in accordance with, or preferable to, GAAP financial data. However, we are providing this information as we believe it facilitates analysis of the Company's financial performance by investors and financial analysts.
GAAP - generally accepted accounting principles in the U.S.
20
Off-Balance-Sheet Arrangements and Contractual Obligations
As of
There hashave been no material changes in our contractual obligations, other than in the ordinary course of business, since the end of
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 Annual Report on Form 10-K for the fiscal year ended DecemberITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to changes in market-based short-term interest rates that will impact our net interest expense. If overall interest rates were one percentage point higher than current rates, our annual net income would decrease by $1$2.1 million based on the $136$282 million of borrowings under our revolving credit facility at SeptemberJune 29, 2018.2019. We do not manage our investmentthe interest-rate volatility risk of borrowings under our credit facility through the use of derivative instruments.
ITEM 4. CONTROLS AND PROCEDURES
Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.
Changes in Internal Controls
There were no changes in our internal control over financial reporting during the fiscal quarter ended
21
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved from time to time in various legal proceedings arising in the ordinary course of our business, including primarily commercial, product liability, employment and intellectual property claims. In accordance with U.S. generally accepted accounting principles, in the United States, we record a liability in our consolidated financial statements with respect to any of these matters when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. With respect to currently pending legal proceedings, we have not established an estimated range of reasonably possible additional losses either because we believe that we have valid defenses to claims asserted against us or the proceeding has not advanced to a stage of discovery that would enable us to establish an estimate. We currently do not expect the outcome of these matterspending legal proceedings to have a material effect on our consolidated results of operations, financial position or cash flows. Litigation, however, is inherently unpredictable, and it is possible that the ultimate outcome of one or more claims asserted against us could adversely impact our consolidated results of operations, financial position or cash flows. We expense legal costs as incurred.
On September 18, 2018, two former Home Delivery Technician, Donald Cassels, and former Field Services Delivery Assistant, Jose Cadenas,employees filed suit, now venued in Superior Court in San FranciscoFresno County, California, alleging representative claims on a purported class action basis under the California Labor Code Private Attorney General Act. While the two representative plaintiffs were in the Home Delivery workforce, the Complaint does not limit the purported plaintiff class to that group. The plaintiffs allege that Sleep Number failed or refused to adopt adequate practices, policies and procedures relating to wage payments, record keeping, employment disclosures, meal and rest breaks, among other claims, under California law. The plaintiffs purport to represent all former and current Sleep Number employees in the State of California aggrieved by the alleged practices. The Complaint seeks damages in the form of civil penalties and plaintiff’splaintiffs’ attorneys’ fees, and expressly disclaims the recovery of any purported individual specific relief or underpaid wages. On October 8, 2018, after Sleep Number raised issues with the plaintiff’s choice of venue, the parties filed a joint stipulation to transfer venue from the Superior Court in San Francisco County to Superior Court in Fresno County. Sleep Number believes plaintiff’s purported claims are without merit and intendsWe intend to vigorously defend this matter.
On March 27, 2018, Level Sleep, LLC filed a patent infringement lawsuit against Sleep Number in the Federal District Court for the Eastern District of Texas. In its Complaint, Level Sleep claims that Sleep Number infringed two patents owned by Level Sleep, U.S. Patent Nos. 6,807,698 and 7,036,172 (the “Patents”), by, among other things, making, using, offering for sale, or selling within the United States, and/or importing into the United States, beds with sleep surfaces having foam with multiple zones in the longitudinal direction. Level Sleep has asserted that five non-360 beds no longer sold and two current non-360 beds infringe the Patents. Level Sleep seeks damages in the form of a reasonable royalty. Sleep Number has asserted that the Patents are invalid and that our products do not infringe the Patents. The case is scheduled for trial in February 2020 and is in the pre-trial discovery process. We intend to vigorously defend this matter.
ITEM 1A. RISK FACTORS
Our business, financial condition and operating results are subject to a number of risks and uncertainties, including both those that are specific to our business and others that affect all businesses operating in a global environment. Investors should carefully consider the information in this report under the heading, “
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) – (b) Not applicable.
(c) Issuer Purchases of Equity Securities
Fiscal Period |
| Total Number of Shares Purchased(1)(2) |
|
| Average Price Paid per Share |
|
| Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) |
|
| Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(3) |
| ||||
March 31, 2019 through April 27, 2019 |
|
| 712,184 |
|
| $ | 41.00 |
|
|
| 644,733 |
|
| $ | 119,050,000 |
|
April 28, 2019 through May 25, 2019 |
|
| 185,556 |
|
| $ | 34.47 |
|
|
| 184,600 |
|
|
| 112,686,000 |
|
May 26, 2019 through June 29, 2019 |
|
| 206,204 |
|
| $ | 37.59 |
|
|
| 204,489 |
|
|
| 105,000,000 |
|
Total |
|
| 1,103,944 |
|
| $ | 39.27 |
|
|
| 1,033,822 |
|
| $ | 105,000,000 |
|
(1) | |
Fiscal Period | Total Number of Shares Purchased(1)(2) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(3) | ||||||||||
July 1, 2018 through July 28, 2018 | 561,339 | $ | 30.45 | 553,630 | $ | 308,139,000 | ||||||||
July 29, 2018 through August 25, 2018 | 569,662 | 30.54 | 569,304 | 290,750,000 | ||||||||||
August 26, 2018 through September 29, 2018 | 585,823 | 35.51 | 584,325 | 270,000,000 | ||||||||||
Total | 1,716,824 | $ | 32.21 | 1,707,259 | $ | 270,000,000 |
Under our Board-approved $500 million share repurchase program, we repurchased |
(2) | In connection with the vesting of employee restricted stock grants, we also repurchased |
(3) | There is no expiration date governing the period over which we can repurchase shares under our Board-approved share repurchase program. Any repurchased shares are constructively retired and returned to an unissued status. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
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ITEM 6. EXHIBITS
Exhibit Number | Description | |||
31.1 | ||||
31.2 | ||||
32.1 | ||||
32.2 | ||||
101.INS | XBRL Instance Document – the | |||
101.SCH | XBRL Taxonomy Extension Schema Document | |||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SLEEP NUMBER CORPORATION | ||||||
(Registrant) | ||||||
Dated: | August 6, 2019 | By: | /s/ Shelly R. Ibach | |||
Shelly R. Ibach | ||||||
Chief Executive Officer | ||||||
(principal executive officer) | ||||||
By: | /s/ Robert J. Poirier | |||||
Robert J. Poirier | ||||||
Chief Accounting Officer | ||||||
(principal accounting officer) |
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