UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 27, 2020~~July 3, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-25121

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) 551-7000

Securities 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 x NO ¨

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 x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company," 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 ☐ NO x

As of ~~June 27, 2020, 27,725,000~~July 3, 2021, 23,622,000 shares of the registrant’s Common Stock were outstanding.

Table of contents

SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

INDEX

Table of contents

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited - in thousands, except per share amounts)


	July 3, 2021		January 2, 2021
Assets
Current assets:
Cash and cash equivalents	$	2,173	$	4,243
Accounts receivable, net of allowances of $1,098 and $1,046, respectively	23,205		31,871
Inventories	88,577		81,362
Income taxes receivable	1,578		0
Prepaid expenses	28,900		20,839
Other current assets	42,564		43,489
Total current assets	186,997		181,804

Non-current assets:
Property and equipment, net	182,398		175,223
Operating lease right-of-use assets	344,423		314,226
Goodwill and intangible assets, net	71,669		72,871
Other non-current assets	69,009		56,012
Total assets	$	854,496	$	800,136

Liabilities and Shareholders’ Deficit
Current liabilities:
Borrowings under credit facility	$	382,200	$	244,200
Accounts payable	129,922		91,904
Customer prepayments	119,435		72,017
Accrued sales returns	21,217		24,765
Compensation and benefits	54,219		76,786
Taxes and withholding	13,779		23,339
Operating lease liabilities	67,648		62,077
Other current liabilities	57,708		60,856
Total current liabilities	846,128		655,944

Non-current liabilities:
Deferred income taxes	663		242
Operating lease liabilities	311,672		283,084
Other non-current liabilities	99,691		84,844
Total liabilities	1,258,154		1,024,114

Shareholders’ deficit:
Undesignated preferred stock; 5,000 shares authorized, 0 shares issued and outstanding	0		0
Common stock, $0.01 par value; 142,500 shares authorized, 23,622 and 25,390 shares issued and outstanding, respectively	236		254
Additional paid-in capital	0		0
Accumulated deficit	(403,894)		(224,232)
Total shareholders’ deficit	(403,658)		(223,978)
Total liabilities and shareholders’ deficit	$	854,496	$	800,136

June 27,
2020 December 28,
2019
Assets
Current assets:
Cash and cash equivalents $ 1,651 $ 1,593
Accounts receivable, net of allowance for doubtful accounts of $957 and $898, respectively 15,754 19,978
Inventories 81,674 87,065
Prepaid expenses 12,072 15,335
Other current assets 30,607 36,397
Total current assets 141,758 160,368
Non-current assets:
Property and equipment, net 186,943 197,421
Operating lease right-of-use assets 315,221 327,017
Goodwill and intangible assets, net 74,109 73,226
Other non-current assets 50,767 48,011
Total assets $ 768,798 $ 806,043
Liabilities and Shareholders’ Deficit
Current liabilities:
Borrowings under credit facility $ 227,240 $ 231,000
Accounts payable 94,966 134,594
Customer prepayments 51,235 34,248
Accrued sales returns 17,196 19,809
Compensation and benefits 33,067 40,321
Taxes and withholding 21,085 22,171
Operating lease liabilities 60,180 59,561
Other current liabilities 57,547 53,070
Total current liabilities 562,516 594,774
Non-current liabilities:
Deferred income taxes 8,191 3,808
Operating lease liabilities 286,292 298,090
Other non-current liabilities 74,817 68,802
Total liabilities 931,816 965,474
Shareholders’ deficit:
Undesignated preferred stock; 5,000 shares authorized, 0 shares issued and outstanding — —
Common stock, $0.01 par value; 142,500 shares authorized, 27,725 and 27,961 shares issued
and outstanding, respectively
277 280
Additional paid-in capital 5,519 —
Accumulated deficit (168,814) (159,711)
Total shareholders’ deficit (163,018) (159,431)
Total liabilities and shareholders’ deficit $ 768,798 $ 806,043

See accompanying notes to condensed consolidated financial statements.

Table of contents

SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited - in thousands, except per share amounts)


		Three Months Ended						Six Months Ended							Three Months Ended				Six Months Ended
		June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019			July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Net sales	Net sales	$	284,938	$	355,963	$	757,504	$	782,408	Net sales	$	484,316	$	284,938	$	1,052,572	$	757,504
Cost of sales	Cost of sales	121,928		138,777		292,363		302,989		Cost of sales	191,465		121,928		403,803		292,363
Gross profit	Gross profit	163,010		217,186		465,141		479,419		Gross profit	292,851		163,010		648,769		465,141

Operating expenses:	Operating expenses:									Operating expenses:
Sales and marketing	Sales and marketing	130,165		168,839		337,909		355,666		Sales and marketing	205,994		130,165		429,611		337,909
General and administrative	General and administrative	36,716		33,045		67,788		67,368		General and administrative	41,220		36,716		83,812		67,788
Research and development	Research and development	8,254		8,057		18,755		16,433		Research and development	15,916		8,254		29,202		18,755
Total operating expenses	Total operating expenses	175,135		209,941		424,452		439,467		Total operating expenses	263,130		175,135		542,625		424,452
Operating (loss) income		(12,125)		7,245		40,689		39,952
Operating income (loss)										Operating income (loss)	29,721		(12,125)		106,144		40,689
Interest expense, net	Interest expense, net	3,940		3,228		6,284		5,837		Interest expense, net	1,607		3,940		2,584		6,284
(Loss) income before income taxes		(16,065)		4,017		34,405		34,115
Income tax (benefit) expense		(3,435)		(263)		7,895		4,417
Net (loss) income		$	(12,630)	$	4,280	$	26,510	$	29,698
Income (loss) before income taxes										Income (loss) before income taxes	28,114		(16,065)		103,560		34,405
Income tax expense (benefit)										Income tax expense (benefit)	5,864		(3,435)		14,676		7,895
Net income (loss)										Net income (loss)	$	22,250	$	(12,630)	$	88,884	$	26,510

Basic net (loss) income per share:
Net (loss) income per share – basic		$	(0.45)	$	0.14	$	0.95	$	0.98
Basic net income (loss) per share:										Basic net income (loss) per share:
Net income (loss) per share – basic										Net income (loss) per share – basic	$	0.91	$	(0.45)	$	3.57	$	0.95
Weighted-average shares – basic	Weighted-average shares – basic	27,923		29,873		27,890		30,247		Weighted-average shares – basic	24,371		27,923		24,874		27,890

Diluted net (loss) income per share:
Net (loss) income per share – diluted		$	(0.45)	$	0.14	$	0.93	$	0.95
Diluted net income (loss) per share:										Diluted net income (loss) per share:
Net income (loss) per share – diluted										Net income (loss) per share – diluted	$	0.88	$	(0.45)	$	3.44	$	0.93
Weighted-average shares – diluted	Weighted-average shares – diluted	27,923		30,531		28,523		31,134		Weighted-average shares – diluted	25,194		27,923		25,869		28,523

See accompanying notes to condensed consolidated financial statements.

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SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Deficit

(unaudited - in thousands)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total
	Shares	Amount
Balance at January 2, 2021	25,390	$	254	$	0	$	(224,232)	$	(223,978)
Net income	—	—		—		66,634		66,634
Exercise of common stock options	106	1		2,459		—		2,460
Stock-based compensation	314	3		6,413		—		6,416
Repurchases of common stock	(1,346)	(13)		(8,872)		(175,297)		(184,182)
Balance at April 3, 2021	24,464	$	245	$	0	$	(332,895)	$	(332,650)
Net income	—	—		—		22,250		22,250
Exercise of common stock options	35	—		1,075		—		1,075
Stock-based compensation	22	0		5,969		—		5,969
Repurchases of common stock	(899)	(9)		(7,044)		(93,249)		(100,302)






Balance at July 3, 2021	23,622	$	236	$	0	$	(403,894)	$	(403,658)


		Common Stock					Additional Paid-in Capital		Accumulated Deficit				Total	Common Stock						Additional Paid-in Capital			Accumulated Deficit			Total
		Shares	Amount													Shares			Amount			Additional Paid-in Capital			Accumulated Deficit		Total
Balance at December 28, 2019	Balance at December 28, 2019	27,961	$	280	$	—	$	(159,711)	$	(159,431)	Balance at December 28, 2019	27,961		$	280		$	0		$	(159,711)		$	(159,431)
Net income	Net income	—	—		—		39,140		39,140		Net income	—		—			—			39,140			39,140
Exercise of common stock options	Exercise of common stock options	167	1		3,282		—		3,283		Exercise of common stock options	167		1			3,282			—			3,283
Stock-based compensation	Stock-based compensation	396	4		2,047		—		2,051		Stock-based compensation	396		4			2,047			—			2,051
Repurchases of common stock	Repurchases of common stock	(888)	(9)		(5,329)		(35,614)		(40,952)		Repurchases of common stock	(888)		(9)			(5,329)			(35,614)			(40,952)
Balance at March 28, 2020	Balance at March 28, 2020	27,636	$	276	$	—	$	(156,185)	$	(155,909)	Balance at March 28, 2020	27,636		$	276		$	0		$	(156,185)		$	(155,909)
Net loss	Net loss	—	—		—		(12,630)		(12,630)		Net loss	—		—			—			(12,630)			(12,630)
Exercise of common stock options	Exercise of common stock options	33	—		817		—		817		Exercise of common stock options	33		—			817			—			817
Stock-based compensation	Stock-based compensation	71	1		5,032		—		5,033		Stock-based compensation	71		1			5,032			—			5,033
Repurchases of common stock	Repurchases of common stock	(15)	—		(330)		1		(329)		Repurchases of common stock	(15)		—			(330)			1			(329)
Balance at June 27, 2020											Balance at June 27, 2020	27,725		$	277		$	5,519		$	(168,814)		$	(163,018)

Balance at June 27, 2020		27,725	$	277	$	5,519	$	(168,814)	$	(163,018)

Common Stock
Additional
Paid-in
Capital
Accumulated Deficit Total
Shares Amount
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)

See accompanying notes to condensed consolidated financial statements.

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SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited - in thousands)


	Six Months Ended
	July 3, 2021		June 27, 2020
Cash flows from operating activities:
Net income	$	88,884	$	26,510
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	29,800		30,811
Stock-based compensation	12,385		7,084
Net loss on disposals and impairments of assets	78		224
Deferred income taxes	421		4,383
Changes in operating assets and liabilities:
Accounts receivable	8,666		4,224
Inventories	(7,215)		5,391
Income taxes	(11,625)		2,508
Prepaid expenses and other assets	(13,407)		7,018
Accounts payable	23,232		(14,804)
Customer prepayments	47,418		16,987
Accrued compensation and benefits	(22,387)		(7,405)
Other taxes and withholding	487		(3,594)
Other accruals and liabilities	4,683		7,664
Net cash provided by operating activities	161,420		87,001

Cash flows from investing activities:
Purchases of property and equipment	(32,012)		(21,695)
Proceeds from sales of property and equipment	12		25
Purchase of intangible assets	0		(945)
Net cash used in investing activities	(32,000)		(22,615)

Cash flows from financing activities:
Repurchases of common stock	(280,915)		(41,774)
Net increase (decrease) in short-term borrowings	146,447		(26,364)
Proceeds from issuance of common stock	3,535		4,100
Debt issuance costs	(557)		(290)
Net cash used in financing activities	(131,490)		(64,328)

Net (decrease) increase in cash and cash equivalents	(2,070)		58
Cash and cash equivalents, at beginning of period	4,243		1,593
Cash and cash equivalents, at end of period	$	2,173	$	1,651

Six Months Ended
June 27,
2020 June 29,
2019
Cash flows from operating activities:
Net income $ 26,510 $ 29,698
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 30,811 31,187
Stock-based compensation 7,084 7,888
Net loss (gain) on disposals and impairments of assets 224 (431)
Deferred income taxes 4,383 721
Changes in operating assets and liabilities:
Accounts receivable 4,224 5,214
Inventories 5,391 (2,977)
Income taxes 2,508 (9,195)
Prepaid expenses and other assets 7,018 (8,580)
Accounts payable (14,804) 12,408
Customer prepayments 16,987 3,407
Accrued compensation and benefits (7,405) 2,348
Other taxes and withholding (3,594) (1,836)
Other accruals and liabilities 7,664 495
Net cash provided by operating activities 87,001 70,347
Cash flows from investing activities:
Purchases of property and equipment (21,695) (33,896)
Proceeds from sales of property and equipment 25 2,571
Purchase of intangible assets (945) —
Net cash used in investing activities (22,615) (31,325)
Cash flows from financing activities:
Repurchases of common stock (41,774) (99,684)
Net (decrease) increase in short-term borrowings (26,364) 56,758
Proceeds from issuance of common stock 4,100 4,995
Debt issuance costs (290) (1,019)
Net cash used in financing activities (64,328) (38,950)
Net increase in cash and cash equivalents 58 72
Cash and cash equivalents, at beginning of period 1,593 1,612
Cash and cash equivalents, at end of period $ 1,651 $ 1,684

See accompanying notes to condensed consolidated financial statements.

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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 six months ended ~~June 27, 2020~~July 3, 2021 of Sleep Number Corporation and our 100%-owned subsidiaries (Sleep Number or the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and they reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position as of ~~June 27, 2020~~July 3, 2021 and ~~December 28, 2019,~~January 2, 2021, and the consolidated results of operations and cash flows for the periods presented. Our historical and quarterly consolidated results of operations may not be indicative of the results that may be achieved for the full year or any future period. Additionally, based on the duration and severity of the current global situation involving the novel coronavirus (COVID-19) pandemic, including but not limited to general economic conditions, consumer confidence, store ~~closings~~restrictions mandated by federal, state or local authorities and possible supply chain disruptions, the extent to which COVID-19 will impact our business and our consolidated financial results will depend on future developments, which are highly uncertain and cannot be predicted.

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 ~~December 28, 2019~~January 2, 2021 and other recent filings with the SEC.

The 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. In addition, during the current environment involving COVID-19, predicting future events will be especially challenging for management. Changes in these estimates will be reflected in the consolidated financial statements in future periods and could be material. 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~~

~~In April 2020, the Financial Accounting Standards Board (FASB) issued a Staff Q&A,~~ ~~Topic 842 and 840: Accounting For Lease Concessions Related to the Effects of the COVID-19 Pandemic~~. To provide clarity in response to the COVID-19 pandemic crisis, the FASB staff believes that it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842 as though enforceable rights and obligations for those concessions existed (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the contract).

Consequently, for concessions related to the effects of the COVID-19 pandemic, we will not have to analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract and can elect to apply or not apply the lease modification guidance in Topic 842 to those contracts. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights of the lessor or our obligations as the lessee. For example, this election is available for concessions that result in the total payments required by the modified contract being substantially the same as or less than total payments required by the original contract. The FASB staff expects that reasonable judgment will be exercised in making those determinations. Some concessions will provide a deferral of payments with no substantive changes to the consideration in the original contract. A deferral affects the timing, but the amount of the consideration is substantially the same as that required by the original contract. The staff expects that there will be multiple ways to account for those deferrals, none of which the staff believes are more preferable than the others. Two of those methods are:

~~Table of Contents~~

~~SLEEP NUMBER CORPORATION~~

~~AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

a.Account for the concessions as if no changes to the lease contract were made. Under that accounting, a lessor would increase its lease receivable, and a lessee would increase its accounts payable as receivables/payments accrue. In its income statement, a lessor would continue to recognize income, and a lessee would continue to recognize expense during the deferral period.

b.~~Account for the deferred payments as variable lease payments.~~

We adopted option a. above and continue to recognize rent expense on a straight-line basis. We deferred approximately $5 million in rent cash payments from the second quarter of fiscal 2020 to future periods, including $3.5 million of rent payments related to leases where we have a signed agreement related to the deferrals and the remainder related to leases we are still in the process of negotiating with the lessors. See Note 6. ~~Leases, for further information.~~

2. Fair Value Measurements

At ~~June 27, 2020~~July 3, 2021 and ~~December 28, 2019,~~January 2, 2021, we had ~~$10~~$17 million and $8$12 million, respectively, of debt and equity securities that fund our deferred compensation plan and are classified in other non-current assets. We also had corresponding deferred compensation plan liabilities of ~~$10~~$17 million and $8$12 million at ~~June 27, 2020~~July 3, 2021 and ~~December 28, 2019,~~January 2, 2021, respectively, which are included in other non-current liabilities. The majority of the debt and equity securities are Level 1 as they trade with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis. Unrealized gains/(losses) on the debt and equity securities offset those associated with the corresponding deferred compensation plan liabilities.

3. Inventories

Inventories consisted of the following (in thousands):

June 27,
2020 December 28,
2019
Raw materials $ 7,662 $ 6,231
Work in progress 86 31
Finished goods 73,926 80,803
$ 81,674 $ 87,065


	July 3, 2021		January 2, 2021
Raw materials	$	7,730	$	12,599
Work in progress	98		103
Finished goods	80,749		68,660
	$	88,577	$	81,362

~~4. Goodwill and Intangible Assets, Net~~

~~Goodwill and Indefinite-Lived Intangible Assets~~

~~Goodwill was $64 million at June 27, 2020 and December 28, 2019. Indefinite-lived trade name/trademarks totaled $1.4 million at June 27, 2020 and December 28, 2019.~~

~~Definite-Lived Intangible Assets~~

~~Developed Technologies~~

The gross carrying amount of our developed technologies was $19 million at June 27, 2020 and December 28, 2019. Accumulated amortization was $12 million and $11 million at June 27, 2020 and December 28, 2019, respectively.

Amortization expense for both the three months ended June 27, 2020 and June 29, 2019, was $0.5 million. Amortization expense for the six months ended June 27, 2020 and June 29, 2019, was $1.1 million.

~~Other~~

In June 2020, we purchased certain other definite-lived intangible assets for a total purchase price of $2 million and will amortize them over an average of nine years. Amortization expense for the three and six months ended June 27, 2020 was not significant.

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SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

4. Goodwill and Intangible Assets, Net

Goodwill and Indefinite-lived Intangible Assets

Goodwill was $64 million at July 3, 2021 and January 2, 2021. Indefinite-lived trade name/trademarks totaled $1.4 million at July 3, 2021 and January 2, 2021.

Definite-lived Intangible Assets

The gross carrying amount of our developed technologies was $19 million at July 3, 2021 and January 2, 2021. Accumulated amortization was $14 million and $13 million at July 3, 2021 and January 2, 2021, respectively. Amortization expense for both the three months ended July 3, 2021 and June 27, 2020, was $0.5 million. Amortization expense for both the six months ended July 3, 2021 and June 27, 2020, was $1.1 million.

The gross carrying amount of our patents, which were acquired in June 2020, was $2.0 million at July 3, 2021 and January 2, 2021, respectively. Accumulated amortization was $0.2 million and $0.1 million at July 3, 2021 and January 2, 2021, respectively. Amortization expense for the three and six months ended July 3, 2021 was $55 thousand and $0.1 million, respectively. Amortization expense for the three and six months ended June 27, 2020 was not significant.

Annual amortization for definite-lived intangible assets for subsequent years are as follows (in thousands):

2020 (excluding the six months ended June 27, 2020) $ 1,238
2021 2,403
2022 2,403
2023 1,431
2024 222
2025 226
Thereafter 743
Total future amortization for definite-lived intangible assets $ 8,666


2021 (excluding the six months ended July 3, 2021)	$	1,201
2022	2,403
2023	1,431
2024	222
2025	226
2026	222
Thereafter	522
Total future amortization for definite-lived intangible assets	$	6,227

5. Credit Agreement

Our credit facility as of ~~June 27, 2020, had~~July 3, 2021, has a ~~total~~net aggregate commitment amount of ~~$525~~$600 million. The credit facility is for general corporate purposes, ~~and~~ 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 (3.0x). The credit agreement includes an accordion feature which allows us to increase the amount of the credit facility from $600 million to $800 million, subject to lenders' approval. 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 matures in February 2024.~~ We were in compliance with all financial covenants as of ~~June 27, 2020.~~July 3, 2021. The credit facility matures in February 2024.

On April 3, 2020, we amended the credit agreement to add a 364-day term loan facility up to an aggregate commitment of $75 million under our credit agreement for a total commitment amount of $525 million, with an additional $75 million remaining available under our accordion (subject to lenders' approval). We fully drew down the term loan and secured an initial interest rate of approximately 3.27%, which was equal to the one-month LIBOR rate plus the applicable margin based on the then-current total leverage ratio. In addition, the amendment: (a) increases the floor for loans based on LIBOR to at least 0.75% and (b) prohibits the use of proceeds of the revolving loan, term loan or letters of credit under the credit agreement, as amended, to make capital distributions (as defined in the credit agreement, as amended, to include, among other items, dividends and share repurchases). No financial covenants were amended. The additional borrowings were undertaken as a precautionary measure to provide increased liquidity and preserve financial flexibility in light of disruption and uncertainty resulting from the COVID-19 pandemic. Proceeds may be used in the future for working capital and other general corporate purposes permitted by the credit agreement, as amended.

The following table summarizes our borrowings under the credit facility ($ in thousands):


	July 3, 2021			January 2, 2021
Outstanding borrowings	$	382,200		$	244,200
Outstanding letters of credit	$	3,997		$	3,997
Additional borrowing capacity	$	213,803		$	201,803
Weighted-average interest rate	1.6		%	1.5		%

June 27,
2020 December 28,
2019
Outstanding borrowings ⁽¹⁾
$ 227,240 $ 231,000
Outstanding letters of credit $ 3,997 $ 3,497
Additional borrowing capacity $ 293,763 $ 215,503
Weighted-average interest rate 3.0 % 3.5 %

⁽¹⁾ ~~Outstanding borrowings at June 27, 2020 include the $75 million term loan due April 2, 2021.~~

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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.

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

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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 can be reasonably estimated. Future payments for real estate taxes and certain building operating expenses for which we are obligated are not included in operating lease costs.

At ~~June 27, 2020,~~July 3, 2021, our finance right-of-use assets and lease liabilities were not significant.

~~Operating lease~~Lease costs were as follows (in thousands):

Three Months Ended Six Months Ended
June 27,
2020 June 29,
2019 June 27,
2020 June 29,
2019
Operating lease costs⁽¹⁾
$ 22,357 $ 21,079 $ 45,303 $ 42,136
Variable lease costs $ 263 $ 423 $ 275 $ 921


	Three Months Ended				Six Months Ended
	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Operating lease costs(1)	$	24,352	$	22,357	$	47,991	$	45,303
Variable lease costs	$	840	$	263	$	1,355	$	275

___________________________

⁽¹⁾Includes short-term lease costs which are not significant.

The maturities of operating lease liabilities as of ~~June 27, 2020,~~July 3, 2021, were as follows⁽¹⁾ (in thousands):


2020 (excluding the six months ended June 27, 2020)		42,344
2021		79,043
2021 (excluding the six months ended July 3, 2021)				2021 (excluding the six months ended July 3, 2021)	$	45,819
2022	2022	70,634		2022	85,828
2023	2023	60,697		2023	75,838
2024	2024	48,887		2024	64,013
2025	2025	40,043		2025	54,458
2026				2026	43,974
Thereafter	Thereafter	92,379		Thereafter	92,392
Total lease payments⁽²⁾		434,027
Total operating lease payments(2)				Total operating lease payments(2)	462,322
Less: Interest	Less: Interest	87,555		Less: Interest	82,942
Present value of operating lease liabilities⁽³⁾	Present value of operating lease liabilities⁽³⁾	$	346,472	Present value of operating lease liabilities(3)	$	379,380

___________________________

⁽¹⁾WeDuring 2020, we deferred certain cash lease payments ~~initially due in the second quarter of fiscal 2020~~ to future periods. ~~These~~At July 3, 2021, we had deferred cash rent payments of $5$1.6 million which are excluded from this table and are included in Other current ~~liabilities. See Note 1,~~ ~~Business~~liabilities and ~~Summary of Significant Accounting Policies, New Accounting Pronouncements~~, ~~Recently Adopted Accounting Guidance~~.Other non-current liabilities.

⁽²⁾Total operating lease payments exclude ~~$53~~$78 million of legally binding minimum lease payments for leases signed but not yet commenced.

⁽³⁾Includes the current portion of ~~$60~~$68 million for operating lease liabilities.

~~Other information related to operating leases was as follows:~~

June 27,
2020 December 28,
2019
Weighted-average remaining lease term (years) 6.5 6.6
Weighted-average discount rate 7.1 % 7.2 %

Six Months Ended
(in thousands) June 27,
2020 June 29,
2019
Cash paid for amounts included in present value of operating lease liabilities $ 42,773 $ 39,941
Right-of-use assets obtained in exchange for operating lease liabilities $ 17,670 $ 36,543

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~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

~~7. Repurchases of Common Stock~~

~~Repurchases of our common stock were as follows (in thousands):~~

Three Months Ended Six Months Ended
June 27,
2020 June 29,
2019 June 27,
2020 June 29,
2019
Amount repurchased under Board-approved share repurchase program $ — $ 40,000 $ 38,111 $ 80,900
Amount repurchased in connection with the vesting of employee restricted stock grants 329 3,351 3,170 9,433
Total amount repurchased (based on trade dates) $ 329 $ 43,351 $ 41,281 $ 90,333

~~As of June 27, 2020, the remaining authorization under our Board-approved share repurchase program was $437 million.~~

~~In light of the uncertainty surrounding the impact of COVID-19, we have suspended all share repurchases under our Board-approved share repurchase program.~~

~~8. Revenue Recognition~~

~~Deferred contract assets and deferred contract liabilities are included in our condensed consolidated balance sheets as follows (in thousands):~~

June 27,
2020 December 28,
2019
Deferred Contract Assets included in:
Other current assets $ 23,448 $ 23,568
Other non-current assets 34,678 33,782
$ 58,126 $ 57,350

June 27,
2020 December 28,
2019
Deferred Contract Liabilities included in:
Other current liabilities $ 32,423 $ 34,204
Other non-current liabilities 45,732 44,970
$ 78,155 $ 79,174

During the three months ended June 27, 2020 and June 29, 2019, we recognized revenue of $10 million and $8 million, respectively, that were included in the deferred contract liability balances at the beginning of the respective periods. During the six months ended June 27, 2020 and June 29, 2019, we recognized revenue of $18 million and $17 million, respectively, that were included in the deferred contract liability balances at the beginning of the respective periods.

Revenue from goods and services transferred to customers at a point in time accounted for approximately 97% of our revenues for the three and six months ended June 27, 2020 and approximately 98% of our revenues for the three and six months ended June 29, 2019.

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Other information related to operating leases was as follows:


	July 3, 2021		January 2, 2021
Weighted-average remaining lease term (years)	6.4		6.3
Weighted-average discount rate	6.5	%	6.9	%


	Six Months Ended
(in thousands)	July 3, 2021		June 27, 2020
Cash paid for amounts included in present value of operating lease liabilities	$	43,414	$	42,773
Right-of-use assets obtained in exchange for operating lease liabilities	$	50,667	$	17,670

7. Repurchases of Common Stock

Repurchases of our common stock were as follows (in thousands):


	Three Months Ended				Six Months Ended
	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Amount repurchased under Board-approved share repurchase program	$	100,015	$	0	$	267,433	$	38,111
Amount repurchased in connection with the vesting of employee restricted stock grants	287		329		17,051		3,170
Total amount repurchased (based on trade dates)	$	100,302	$	329	$	284,484	$	41,281

As of July 3, 2021, the remaining authorization under the $600 million share repurchase program was $500 million.

8. Revenue Recognition

Deferred contract assets and deferred contract liabilities are included in our condensed consolidated balance sheets as follows (in thousands):


	July 3, 2021		January 2, 2021
Deferred Contract Assets included in:
Other current assets	$	25,293	$	26,593
Other non-current assets	45,998		37,976
	$	71,291	$	64,569


	July 3, 2021		January 2, 2021
Deferred Contract Liabilities included in:
Other current liabilities	$	33,228	$	35,288
Other non-current liabilities	59,813		49,689
	$	93,041	$	84,977

The deferred revenue and costs related to SleepIQ technology are recognized on a straight-line basis over the product's estimated life of 4.5 years because our inputs are generally expended evenly throughout the performance period. During the three months ended July 3, 2021 and June 27, 2020, we recognized revenue of $8 million and $10 million, respectively, that were included in the deferred contract liability balances at the beginning of the respective periods. During the six months ended July 3, 2021 and June 27, 2020, we recognized revenue of $15 million and $18 million, respectively, that were included in the deferred contract liability balances at the beginning of the respective periods.

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(unaudited)

Revenue from goods and services transferred to customers at a point in time accounted for approximately 98% of our revenues for the three and six months ended July 3, 2021 and 97% of our revenues for the three and six months ended June 27, 2020.

Net sales were as follows (in thousands):


	Three Months Ended				Six Months Ended
	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Retail stores	$	426,653	$	206,476	$	915,841	$	643,125
Online, phone, chat and other	57,663		78,462		136,731		114,379
Total Company	$	484,316	$	284,938	$	1,052,572	$	757,504

Three Months Ended Six Months Ended
June 27,
2020 June 29,
2019 June 27,
2020 June 29,
2019
Retail $ 205,759 $ 327,999 $ 641,116 $ 720,225
Online and phone 78,462 25,412 114,379 55,175
Total Retail 284,221 353,411 755,495 775,400
Wholesale/Other 717 2,552 2,009 7,008
Total Company $ 284,938 $ 355,963 $ 757,504 $ 782,408

Obligation for Sales Returns

The activity in the sales returns liability account was as follows (in thousands):

Six Months Ended
June 27,
2020 June 29,
2019
Balance at beginning of year $ 19,809 $ 19,907
Additions that reduce net sales 30,901 37,543
Deductions from reserves (33,514) (39,684)
Balance at end of period $ 17,196 $ 17,766


	Six Months Ended
	July 3, 2021		June 27, 2020
Balance at beginning of year	$	24,765	$	19,809
Additions that reduce net sales	42,272		30,901
Deductions from reserves	(45,820)		(33,514)
Balance at end of period	$	21,217	$	17,196

9. ~~Stock-Based~~Stock-based Compensation Expense

Total stock-based compensation expense was as follows (in thousands):


	Three Months Ended				Six Months Ended
	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Stock awards	$	5,218	$	4,440	11,027		$	5,846
Stock options	750		593		1,358		1,238
Total stock-based compensation expense (1)	5,968		5,033		12,385		7,084
Income tax benefit	1,473		1,218		3,071		1,714
Total stock-based compensation expense, net of tax	$	4,495	$	3,815	$	9,314	$	5,370

Three Months Ended Six Months Ended
June 27,
2020 June 29,
2019 June 27,
2020 June 29,
2019
Stock awards $ 4,440 $ 3,696 5,846 $ 6,729
Stock options 593 554 1,238 1,159
Total stock-based compensation expense ⁽¹⁾
5,033 4,250 7,084 7,888
Income tax benefit 1,218 1,066 1,714 1,964
Total stock-based compensation expense, net of tax $ 3,815 $ 3,184 $ 5,370 $ 5,924
___________________________

⁽¹⁾Changes in ~~2020~~ stock-based compensation expense reflect the cumulative impact of the change in the expected achievements of certain performance targets.

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 ended July 3, 2021 and June 27, 2020, ~~and June 29, 2019,~~ our contributions, net of forfeitures, were ~~$0.5~~$1.8 million and ~~$1.5~~$0.5 million, respectively. During the six months ended July 3, 2021 and June 27, 2020, ~~and June 29, 2019,~~ our contributions, net of forfeitures, were ~~$2.1~~$3.7 million and ~~$3.0~~$2.1 million, respectively.

~~Effective May 2020 due to the business impact of the COVID-19 pandemic, we temporarily suspended making discretionary 401(k) plan contributions.~~

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11. Net Income (Loss) ~~Income~~ per Common Share

The components of basic and diluted net income (loss) ~~income~~ per share were as follows (in thousands, except per share amounts):

Three Months Ended Six Months Ended
June 27,
2020 June 29,
2019 June 27,
2020 June 29,
2019
Net (loss) income $ (12,630) $ 4,280 $ 26,510 $ 29,698
Reconciliation of weighted-average shares outstanding:
Basic weighted-average shares outstanding 27,923 29,873 27,890 30,247
Dilutive effect of stock-based awards — 658 633 887
Diluted weighted-average shares outstanding 27,923 30,531 28,523 31,134
Net (loss) income per share – basic $ (0.45) $ 0.14 $ 0.95 $ 0.98
Net (loss) income per share – diluted $ (0.45) $ 0.14 $ 0.93 $ 0.95


	Three Months Ended				Six Months Ended
	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Net income (loss)	$	22,250	$	(12,630)	$	88,884	$	26,510
Reconciliation of weighted-average shares outstanding:
Basic weighted-average shares outstanding	24,371		27,923		24,874		27,890
Dilutive effect of stock-based awards	823		0		995		633
Diluted weighted-average shares outstanding	25,194		27,923		25,869		28,523
Net income (loss) per share – basic	$	0.91	$	(0.45)	$	3.57	$	0.95
Net income (loss) per share – diluted	$	0.88	$	(0.45)	$	3.44	$	0.93

For the three and six months ended July 3, 2021 and the six months ended June 27, 2020, anti-dilutive stock-based awards excluded from the diluted net income per share calculations were immaterial. For the three months ended June 27, 2020, potentially dilutive stock-based awards have been excluded from the calculation of diluted weighted-average shares outstanding, as their inclusion would have had an anti-dilutive effect on our net loss per diluted share. For the three months ended June 29, 2019 and the six months ended June 27, 2020 and June 29, 2019, anti-dilutive stock-based awards excluded from the diluted net income per share calculations were immaterial.

12. Commitments and Contingencies

Warranty Liabilities

The activity in the accrued warranty liabilities account was as follows (in thousands):

Six Months Ended
June 27, 2020 June 29, 2019
Balance at beginning of year $ 11,345 $ 10,389
Additions charged to costs and expenses for current-year sales 4,965 5,003
Deductions from reserves (4,789) (5,591)
Changes in liability for pre-existing warranties during the current year, including expirations (89) 1,418
Balance at end of period $ 11,432 $ 11,219


	Six Months Ended
	July 3, 2021		June 27, 2020
Balance at beginning of year	$	12,152	$	11,345
Additions charged to costs and expenses for current-year sales	7,863		4,965
Deductions from reserves	(9,235)		(4,789)
Changes in liability for pre-existing warranties during the current year, including expirations	(237)		(89)
Balance at end of period	$	10,543	$	11,432

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, 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 material 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 material losses either because we believe that we have valid defenses to claims asserted against us, the proceeding has not advanced to a stage of discovery that would enable us to establish an estimate, or the potential loss is not material. We currently do not expect the outcome of pending 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 team members filed suit, now venued in San Diego County Superior Court, 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.

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~~(unaudited)~~

The Complaint sought damages in the form of civil penalties and plaintiffs’ attorneys’ fees. The parties have executed a settlement agreement pending Court approval, which includes the settlement and release of certain additional related claims that are contained in a consolidated complaint. We intend to continue vigorously defending this matter in the event the Court does not approve the settlement.

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(unaudited)

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. On January 14, 2020, the Court granted summary judgment in favor of Sleep Number, finding that Sleep Number’s products do not infringe the Patents. Level Sleep ~~has~~ filed an appeal of the Court’s summary judgment ~~order. We intend~~order to ~~continue vigorously defending this matter.~~the Federal Circuit Court of Appeals which issued a decision on July 13, 2021, affirming the Court's summary judgment order and dismissal of Level Sleep's claims.

13. COVID-19 Pandemic

~~The~~At the onset of the COVID-19 pandemic ~~and ensuing~~in mid-March 2020, government restrictions resulted in the temporary closure of most of our retail stores, with 47% of ~~retail~~our stores closed on average during the ~~three months ended June 27,~~second quarter of 2020. ~~More than 95% of our stores were open as of June 27, 2020.~~ ~~The pandemic has adversely impacted our revenue growth and our financial performance.~~ ~~The length and severity of~~While prioritizing the ~~reduction in consumer demand due to the pandemic and the impact on our future financial performance remains uncertain.~~

I~~n response to the pandemic, we have taken decisive actions to focus on the health and~~ safety of our team, ~~members~~serving our customers and ~~customers, strengthening~~ensuring business continuity, we swiftly took decisive actions to strengthen our liquidity, cash flows and financial position, and ~~mitigating~~mitigate the future impact on our operations and financial performance.

The COVID-19 pandemic mainly impacted our second quarter of 2020 financial performance, as we generated strong financial performance during the full-year of 2020 and the first six months of 2021. However, the pandemic's future effect on consumer demand and our ongoing financial performance remains uncertain. See Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Qand Part ~~II:~~I: Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021, for additional discussion on the COVID-19 pandemic and the impact on our business.

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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 eight sections:

•Forward-Looking Statements and Risk Factors

•Business Overview

•COVID-19 Pandemic - Impact on our Business

•Results of Operations

•Liquidity and Capital Resources

•Non-GAAP Data Reconciliations

•Off-Balance-Sheet Arrangements and Contractual Obligations

•Critical Accounting Policies

Forward-Looking Statements and Risk Factors

The discussion in this 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. These risks and uncertainties include, among others:

•Current and future general and industry economic trends and consumer confidence;

•Risks inherent in outbreaks of pandemics or contagious disease, including the COVID-19 pandemic;

•The effectiveness of our marketing messages;

•The efficiency of our advertising and promotional efforts;

•Our ability to execute our Total Retail 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;

•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, outbreaks of pandemics or contagious diseases, strikes 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; and

•Our ability to attract, retain and motivate qualified management, executive and other key team members, including qualified retail sales professionals and managers.

Additional information concerning these, and other risks and uncertainties is contained under the caption “Risk Factors” below in Part II: Item 1A of this Quarterly Report on Form 10-Q and under the same caption 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 Report on Form 10-Q.

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Business Overview

AsIndividuality is core to Sleep Number. Our purpose driven Company is comprised of over 5,000 passionate team members who are dedicated to our mission of improving lives by individualizing sleep experiences. Our award-winning 360 smart beds provide each sleeper with effortlessly adjustable, individualized comfort for proven-quality sleep. With a purpose ~~driven company in~~of improving the health and ~~wellness,~~ wellbeing of society through higher-quality sleep, we have already improved over 13 million lives.

Sleep science and data are the foundation of our innovations. Our 360smart beds benefit from our proprietary SleepIQ technology, which leverages and learns from nearly 11 billion hours' worth of highly-accurate sleep data. This enables our 360 smart beds to provide effortless comfort and sleep health insights for each sleeper, including their daily SleepIQ score.

Sleep Number is ~~the~~a leader in sleep innovation. By pairing our data and innovations with meaningful collaborations including world-leading partners in sleep, we are leveraging the potential of our research and technology to advance sleep health and sleep science, develop new products, services and synergistic interactions. Our vertically integrated business model and role as the exclusive designer, manufacturer, marketer, retailer and servicer of Sleep Number^® beds allows us to offer consumers high-quality, individualized sleep solutions and services.

We generate revenue by marketing our innovations directly to new and existing customers, and selling products through ~~Total Retail and Wholesale/Other. Total Retail, which includes~~our Stores, Online, Phone and Chat ~~and Phone, sells directly to consumers. Wholesale/Other sells to and through selected wholesale customers in the United States.~~(Total Retail).

We are committed to delivering superior shareholder value by: (1) increasing consumer demand; (2) leveraging our business model; and (3) deploying capital efficiently.

COVID-19 Pandemic - Impact on our Business

~~The~~At the onset of the COVID-19 pandemic ~~and ensuing~~in mid-March 2020, government restrictions resulted in the temporary closure of ~~47%~~most of our retail stores, with 47% of our stores closed on average during the ~~three months ended June 27,~~second quarter of 2020. ~~More than 95% of our stores were open as of June 27, 2020.~~ ~~The pandemic has adversely impacted our revenue and overall financial performance.~~ ~~The length and severity of~~While prioritizing the ~~reduction in consumer demand due to the pandemic and the impact on our future financial performance remains uncertain.~~ ~~See Part II: Item 1A.~~ ~~Risk Factors~~ ~~for further discussion of the adverse impacts of the COVID-19 pandemic on our business.~~

~~In response to the pandemic, we have prioritized the health and~~ safety of our team, ~~members,~~ serving our customers and ensuring business ~~continuity. We have taken~~continuity, we swiftly took decisive actions to strengthen our liquidity, cash flows and financial position, and to mitigate the future impact on our operations and financial performance. ~~These measures include, but are not limited to, the following:~~

~~Health~~The COVID-19 pandemic mainly impacted our second quarter of 2020 financial performance, as we generated strong financial performance during the full-year of 2020 and ~~Safety~~the first six months of 2021. However, the pandemic's future effects on consumer demand and our ~~Team Members and Customers.~~ongoing financial performance remains uncertain. See Part I: Item 2. ~~Upon onset~~Management's Discussion and Analysis of Financial Condition and Results of Operationsof this Quarterly Report on Form 10-Qand Part I: Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021, for additional discussion on the COVID-19 pandemic we have implemented precautionary and sanitary guidelines throughout our operations, including stores, manufacturing, home delivery and headquarters based on the Centers for Disease Control and Prevention’s (CDC) recommendations.

~~Expense Management.~~ ~~With the reduction in revenue growth due to the pandemic, we have, and will continue to implement appropriate cost cutting actions as needed, including:~~

•~~In April 2020, we furloughed nearly 40% of our team members with another 30% working reduced hours. T~~he majority of our team members returned to work as stores reopened and customer demand increased during the quarter. In response to changes in the business, we have restructured some teams, which resulted in less than 10% of positions being eliminated from across the country as we reallocated headcount to support the changing needs of our business.

•A significant amount of our team members’ compensation depends on Company performance against predetermined goals and changes in shareholder value. Our CEO will not receive any cash compensation for the balance of the year through a 50% deferral and exchanging all remaining salary for restricted stock units. In addition, our board and most of our leadership team reduced their cash compensation in exchange for restricted stock units. All team members’ cash compensation has been meaningfully reduced to-date through variable compensation programs and other actions.

•~~We temporarily suspended our 401(k) match and selected other employee benefit programs.~~

•~~We reduced our sales and marketing expenses, and halted most discretionary projects across the company.~~

•~~We negotiated rent deferrals and abatements for stores closed due to COVID-19.~~

~~Liquidity, Cash Flows and Financial Position.~~ ~~We have taken the following actions to preserve cash, increase liquidity and strengthen our financial position:~~

•~~Added $75 million of additional liquidity on April 3, 2020 through an incremental 364-day term loan under our credit facility’s $150 million accordion.~~

•~~Suspended share repurchases under our Board-approved share repurchase program for the remainder of 2020.~~

•~~Reduced capital expenditures to $22 million for the six months ended June 27, 2020, compared with $34 million during the comparable period one year ago.~~

•~~Net liquidity available under our credit facility was $294 million at June 27, 2020 - $129 million greater than one year ago.~~

•~~Our leverage ratio as defined in our credit agreement was 2.8x as of June 27, 2020. The maximum leverage ratio under our credit agreement is 4.5x.~~

~~Index~~

~~CARES Act. On March 27, 2020, the President signed the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) into law. The CARES Act includes the following relief, among others:~~

•~~Amended federal tax laws to permit 100% bonus depreciation for eligible qualified improvement property placed in service by the taxpayer after December 31, 2017 and before January 1, 2023.~~

•Employers are eligible for a 50 percent refundable payroll tax credit on wages paid up to $10,000, per employee, during the crisis. The credit would be available to employers whose businesses were disrupted due to virus shutdowns and those that had a decrease in gross receipts of 50 percent or more when compared to the same quarter last year. The credit can be claimed for employees who are retained but not currently working due to the crisis for firms with more than 100 employees.

•~~Provides for deferred payment of the employer portion of social security taxes through the end of 2020, with 50% of the deferred amount due December 31, 2021~~ and the ~~remaining 50% due December 31, 2022. This will provide us with additional liquidity during 2020.~~impact on our business.

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, 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, timing of new product introductions and related expenses, timing of promotional offerings, competitive factors, changes in commodity costs, disruptions in supplies or third-party service providers, seasonality of retail and bedding industry sales, consumer confidence and general economic conditions. In addition, based on the duration and severity of the current global situation involving the COVID-19 pandemic, the extent to which our business and our condensed consolidated financial results are impacted will depend on future developments, which are highly uncertain and cannot be predicted. 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 three months ended ~~June 27, 2020~~July 3, 2021 were as follows:

•The COVID-19 pandemic and ensuing government restrictions resulted in the temporary closure of 47% of our retail stores on average during the three months ended June 27, 2020. We took decisive action to manage liquidity and costs through the challenging economic environment caused by the COVID-19 pandemic. For additional details, see "COVID-19 Pandemic - Impact on our Business" above.

•~~As of June 27, 2020, more than 95% of our stores were open.~~

•Net sales for the three months ended ~~June 27, 2020 decreased 20%~~July 3, 2021 increased 70% to $484 million, compared with $285 million for the COVID-19 affected period in 2020. Net sales for the current quarter increased 36% compared with $356 million for the ~~same period one year ago.~~three months ended June 29, 2019. Supply constraints late in the second quarter limited 2021 delivered net sales for the three months ended July 3, 2021.

•The ~~20%~~70% net sales ~~decrease was due to~~increase consisted of a ~~21%~~65% comparable sales ~~decrease~~increase in Total Retail ~~partially offset by 1 percentage point (ppt.) of~~and sales ~~growth~~ from 23 net new stores opened in the past 12 ~~months.~~months that added 5 percentage points (ppt.) of growth. For additional details, see the components of total net sales change on page ~~17.~~15.

•Sales per store (sales for stores open at least one year, Total Retail, including online, phone and ~~phone sales)~~chat) on a trailing ~~twelve-month~~twelve-months basis for the period ended ~~June 27, 2020~~July 3, 2021 totaled ~~$2.8~~$3.5 million, 1%25% higher than the same period last year.

•As part of our efforts to navigate the uncertainties of the COVID-19 pandemic, we reduced operating expenses 17%, or $35 million, to $175 million, compared with $210 million in the prior-year period while continuing to support our innovation initiatives.

•Operating ~~loss~~income for the three months ended ~~June 27, 2020~~July 3, 2021 was ~~$12~~$30 million, ~~a decrease~~an increase of ~~$19~~$42 million, compared with the $12 million operating ~~income of $7 million~~loss in the prior-year period. The $42 million increase in operating income was driven by the 70% increase in net sales, a 3.3 ppt. improvement in the gross profit rate and a 7.2 ppt. reduction in our operating expenses rate. Operating income for the current quarter increased 310% compared with $7 million for the same period of 2019.

•The ~~operating loss for the three months ended June 27, 2020 resulted from the 20% decrease in net sales and a 3.8 ppt. decrease in the gross profit rate. The 3.8~~3.3 ppt. gross profit rate ~~decrease was~~improvement primarily ~~due to two factors: (i) an unfavorable~~resulted from the leveraging impact of the 70% net sales increase and a more favorable sales mix of ~~lower-margin~~higher-margin products, ~~driven primarily~~partially offset by ~~an increase to 28%~~$13 million of ~~sales~~incremental costs from ~~online, phone~~labor and ~~chat compared with 7% in~~material inflation, and expediting costs. See the ~~prior-year period; and (ii) deleverage from the 20% net sales decrease, including the associated operational inefficiencies.~~Gross profit discussion on page 17 for additional details.

•The 7.2 ppt. reduction in our operating expenses rate was mainly due to the leveraging impact of the 70% net sales increase and digitally-led operating efficiencies. During the three months ended ~~June 27, 2020,~~July 3, 2021, we continued to prioritize investments in near- and long-term growth drivers, including ~~$8.3~~$16 million of R&D expenses, ~~that support our innovation strategy. In addition, during~~93% more than the ~~three months ended June 27, 2020, we purchased a patent portfolio to further strengthen our competitive position related to the cooling and heating of beds and bedding.~~same period one year ago.

~~Index~~

•Net ~~loss~~income for the three months ended ~~June 27, 2020 was $13~~July 3, 2021 increased to $22 million, compared with a net ~~income~~loss of $4$13 million for the same period one year ago. Net income per diluted share was $0.88, compared with a net loss per diluted share ~~was~~of $0.45 last year.

•We achieved a return on invested capital (ROIC) of 33% on a trailing twelve-month basis for the period ended July 3, 2021, compared with ~~net income per diluted share of $0.14 last year.~~17% for the comparable period one year ago.

•Cash provided by operating activities for the six months ended ~~June 27, 2020~~July 3, 2021 increased by ~~$17~~$74 million, or ~~24%~~86%, to ~~$87~~$161 million, compared with ~~$70~~$87 million for the same period one year ago.

•~~Cash and cash equivalents at June 27, 2020 totaled $2 million.~~ At ~~June 27, 2020,~~July 3, 2021, we had ~~$227~~$382 million of borrowings under our revolving credit ~~facility, including the $75 million 364-day term loan which we added on April 3, 2020.~~facility. Net liquidity available under our revolving credit facility was ~~$294~~$214 million at ~~June 27, 2020.~~July 3, 2021.

•On April 21, 2021, we amended our revolving credit facility to expand the aggregate availability from $450 million to $600 million. We also replenished our outstanding share repurchase authorization to $600 million effective at the beginning of the fiscal second quarter, April 4, 2021. We remain committed to our capital deployment priorities focused on performance drivers.

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																Three Months Ended					Six Months Ended
		June 27, 2020						June 29, 2019						June 27, 2020								June 29, 2019						July 3, 2021				June 27, 2020				July 3, 2021	June 27, 2020
Net sales	Net sales	$	284.9	100.0	%	$	356.0	100.0	%	$	757.5	100.0	%	$	782.4	100.0	%	Net sales	$	484.3	100.0		%	$	284.9	100.0	%	$	1,052.6	100.0	%	$	757.5	100.0	%
Cost of sales	Cost of sales	121.9		42.8	%	138.8		39.0	%	292.4		38.6	%	303.0		38.7	%	Cost of sales	191.5		39.5		%	121.9		42.8	%	403.8		38.4	%	292.4		38.6	%
Gross profit	Gross profit	163.0		57.2	%	217.2		61.0	%	465.1		61.4	%	479.4		61.3	%	Gross profit	292.9		60.5		%	163.0		57.2	%	648.8		61.6	%	465.1		61.4	%
Operating expenses:	Operating expenses:																	Operating expenses:
Sales and marketing	Sales and marketing	130.2		45.7	%	168.8		47.4	%	337.9		44.6	%	355.7		45.5	%	Sales and marketing	206.0		42.5		%	130.2		45.7	%	429.6		40.8	%	337.9		44.6	%
General and administrative	General and administrative	36.7		12.9	%	33.0		9.3	%	67.8		8.9	%	67.4		8.6	%	General and administrative	41.2		8.5		%	36.7		12.9	%	83.8		8.0	%	67.8		8.9	%
Research and development	Research and development	8.3		2.9	%	8.1		2.3	%	18.8		2.5	%	16.4		2.1	%	Research and development	15.9		3.3		%	8.3		2.9	%	29.2		2.8	%	18.8		2.5	%
Total operating expenses	Total operating expenses	175.1		61.5	%	209.9		59.0	%	424.5		56.0	%	439.5		56.2	%	Total operating expenses	263.1		54.3		%	175.1		61.5	%	542.6		51.6	%	424.5		56.0	%
Operating (loss) income		(12.1)		(4.3	%)	7.2		2.0	%	40.7		5.4	%	40.0		5.1	%
Operating income (loss)																		Operating income (loss)	29.7		6.1		%	(12.1)		(4.3	%)	106.1		10.1	%	40.7		5.4	%
Interest expense, net	Interest expense, net	3.9		1.4	%	3.2		0.9	%	6.3		0.8	%	5.8		0.7	%	Interest expense, net	1.6		0.3		%	3.9		1.4	%	2.6		0.2	%	6.3		0.8	%
(Loss) income before income taxes		(16.1)		(5.6	%)	4.0		1.1	%	34.4		4.5	%	34.1		4.4	%
Income tax (benefit) expense		(3.4)		(1.2	%)	(0.3)		(0.1	%)	7.9		1.0	%	4.4		0.6	%
Net (loss) income		$	(12.6)	(4.4	%)	$	4.3	1.2	%	$	26.5	3.5	%	$	29.7	3.8	%
Income (loss) before income taxes																		Income (loss) before income taxes	28.1		5.8		%	(16.1)		(5.6	%)	103.6		9.8	%	34.4		4.5	%
Income tax expense (benefit)																		Income tax expense (benefit)	5.9		1.2		%	(3.4)		(1.2	%)	14.7		1.4	%	7.9		1.0	%
Net income (loss)																		Net income (loss)	$	22.3	4.6		%	$	(12.6)	(4.4	%)	$	88.9	8.4	%	$	26.5	3.5	%

Net (loss) income per share:
Net income (loss) per share:																		Net income (loss) per share:
Basic	Basic	$	(0.45)			$	0.14			$	0.95			$	0.98			Basic	$	0.91				$	(0.45)			$	3.57			$	0.95
Diluted	Diluted	$	(0.45)			$	0.14			$	0.93			$	0.95			Diluted	$	0.88				$	(0.45)			$	3.44			$	0.93

Weighted-average number of common shares:	Weighted-average number of common shares:																					Weighted-average number of common shares:
Basic	Basic	27.9				29.9				27.9				30.2				Basic	24.4					27.9				24.9				27.9
Diluted	Diluted	27.9				30.5				28.5				31.1				Diluted	25.2					27.9				25.9				28.5

The percentage of our total net sales, by dollar volume, was as follows:

Three Months Ended Six Months Ended
June 27,
2020 June 29,
2019 June 27,
2020 June 29,
2019
Total Retail 99.7 % 99.3 % 99.7 % 99.1 %
Wholesale/Other 0.3 % 0.7 % 0.3 % 0.9 %
Total Company 100.0 % 100.0 % 100.0 % 100.0 %


	Three Months Ended				Six Months Ended
	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Retail stores	88.1	%	72.2	%	87.0	%	84.6	%
Online, phone, chat and other	11.9	%	27.8	%	13.0	%	15.4	%
Total Company	100.0	%	100.0	%	100.0	%	100.0	%

~~Index~~

The components of total net sales change, including comparable net sales changes, were as follows:

Three Months Ended Six Months Ended
June 27,
2020 June 29,
2019 June 27,
2020 June 29,
2019
Sales change rates:
Retail comparable-store sales ⁽¹⁾
(40 %) 9 % (14 %) 7 %
Online and phone 209 % 2 % 107 % 4 %
Total Retail comparable sales change ⁽¹⁾
(21 %) 8 % (5 %) 7 %
Net opened/closed stores 1 % 5 % 2 % 4 %
Total Retail (20 %) 13 % (3 %) 11 %
Wholesale/Other (72 %) (44 %) (71 %) (23 %)
Total Company net sales change (20 %) 13 % (3 %) 11 %


	Three Months Ended				Six Months Ended
	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Sales change rates:
Retail comparable-store sales (1)	102	%	(40	%)	41	%	(14	%)
Online, phone and chat	(28	%)	209	%	17	%	107	%
Total Retail comparable sales change (1)	65	%	(21	%)	37	%	(5	%)
Net opened/closed stores and other	5	%	1	%	2	%	2	%
Total Company	70	%	(20	%)	39	%	(3	%)

___________________________

⁽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.

Other sales metrics were as follows:

Three Months Ended Six Months Ended
June 27,
2020 June 29,
2019 June 27,
2020 June 29,
2019
Average sales per store ⁽¹⁾ ($ in thousands)
$ 2,830 $ 2,800
Average sales per square foot ⁽¹⁾
$ 988 $ 1,015
Stores > $2 million in net sales ⁽²⁾
63 % 69 %
Stores > $3 million in net sales ⁽²⁾
25 % 28 %
Average revenue per mattress unit ⁽³⁾
$ 4,767 $ 4,945 $ 4,839 $ 4,868


	Three Months Ended						Six Months Ended
	July 3, 2021			June 27, 2020			July 3, 2021		June 27, 2020
Average sales per store (1)(4) ($ in thousands)	$	3,542		$	2,830
Average sales per square foot (1)(4)	$	1,203		$	988
Stores > $2 million in net sales (2)(4)	82		%	63		%
Stores > $3 million in net sales (2)(4)	47		%	25		%
Average revenue per mattress unit (3)	$	5,094		$	4,767		$	5,059	$	4,839

___________________________

⁽¹⁾Trailing-twelve months Total Retail comparable sales per store open at least one year.

⁽²⁾Trailing-twelve months for stores open at least one year (excludes online, phone and ~~phone~~chat sales).

⁽³⁾Represents Total Retail (stores, online, phone and chat) net sales divided by Total Retail mattress units.

(4)Fiscal 2020 included 53 weeks, as compared to 52 weeks in fiscal 2021 and 2019. The additional week in 2020 was in the fiscal fourth quarter. Total Retail comparable sales have been adjusted to remove the estimated impact of the additional week on those metrics.

The number of retail stores operating was as follows:

Three Months Ended Six Months Ended
June 27,
2020 June 29,
2019 June 27,
2020 June 29,
2019
Beginning of period 611 585 611 579
Opened 6 17 14 32
Closed (19) (8) (27) (17)
End of period 598 594 598 594


	Three Months Ended		Six Months Ended
	July 3, 2021	June 27, 2020	July 3, 2021	June 27, 2020
Beginning of period	607	611	602	611
Opened	26	6	37	14
Closed	(12)	(19)	(18)	(27)
End of period	621	598	621	598

1716

~~Index~~

Comparison of Three Months Ended ~~June 27, 2020~~July 3, 2021 with Three Months Ended June ~~29, 2019~~27, 2020

Net sales

Net sales for the three months ended ~~June 27, 2020 decreased~~July 3, 2021 increased by ~~$71~~$199 million, or ~~20%~~70%, to ~~$285~~$484 million, compared with ~~$356~~$285 million for the same period one year ~~ago. The~~ago, which was impacted by the COVID-19 pandemic, ~~and~~ ensuing government restrictions ~~resulted in the~~and temporary closure of 47% of our retail stores on ~~average during~~average. Net sales for the current quarter increased 36% compared with $356 million for the three months ended June ~~27, 2020. More than 95% of our stores were open as of June 27, 2020. For additional details, see "COVID-19 Pandemic - Impact on our Business" above.~~29, 2019. Supply constraints late in the second quarter limited 2021 delivered net sales for the three months ended July 3, 2021.

The ~~20%~~70% net sales ~~decrease~~increase consisted primarily of a ~~21%~~65% comparable sales ~~decrease~~increase in Total Retail ~~partially offset by 1 percentage point (ppt.) of~~and sales ~~growth~~ from 23 net new stores opened in the past 12 ~~months.~~months that added 5 percentage points (ppt.) of growth. For additional details, see the components of total net sales change on page ~~17.~~15.

The ~~$71~~$199 million net sales ~~decrease~~increase compared with the same period one year ago was comprised of the following: (i) a ~~$70~~$178 million ~~decrease~~increase in our Total Retail comparable net sales; and (ii) a $2$21 million ~~decrease in Wholesale/Other sales; partially offset by (iii) a $1 million~~ increase ~~resulting~~ from net store openings. Total Retail mattress unit sales ~~decreased 17%~~increased 59% compared with the prior year. Total Retail average revenue per mattress unit ~~was $4,767, a 4% decrease~~increased by 7% to $5,094, compared with ~~$4,945~~$4,767 in the prior-year period.

Gross profit

Gross profit of ~~$163~~$293 million ~~decreased~~increased by ~~$54~~$130 million, or ~~25%~~80%, compared with ~~$217~~$163 million for the same period one year ago. The gross profit rate ~~decreased~~improved to ~~57.2%~~60.5% of net sales for the three months ended ~~June 27, 2020,~~July 3, 2021, compared with ~~61.0%~~57.2% for the prior-year comparable period.

The current-year gross profit rate ~~decrease~~improvement of ~~3.8~~3.3 ppt. was mainly due ~~to two factors that resulted~~to: (i) leverage from the ~~pandemic's disruption on our business: (i) an unfavorable~~70% net sales increase, combined with a more favorable sales mix of ~~lower-margin~~higher-margin products ~~(2.6~~(3.8 ppt.) ~~driven primarily~~, partially offset by ~~an increase to 28%~~$13 million of ~~net sales generated~~incremental costs from ~~online, phone~~labor and ~~chat compared with 7% in the prior-year period (for the six months ended June 27, 2020, 15% of net sales were generated from online, phone~~material inflation, and ~~chat compared with 7% in the prior-year period); and (ii) deleverage from the 20% net sales decrease,~~expediting costs. The prior-year's gross profit rate was impacted by COVID-19 related inefficiencies, including the lower sales volumes. Our prior-year's sales mix was negatively impacted by temporary store closures due to the pandemic; partially offset by (ii) inflationary cost pressures and higher supply chain costs associated ~~operational inefficiencies (1.2~~with current-year temporary supply constraints (0.7 ppt.). In addition, our gross profit rate will fluctuate from quarter to quarter due to a variety of other factors, including return and exchange costs, and changes in performance-based incentive compensation.

Sales and marketing expenses

Sales and marketing expenses for the three months ended ~~June 27, 2020~~July 3, 2021 were ~~$130~~$206 million, or ~~45.7%~~42.5% of net sales, compared with ~~$169~~$130 million, or ~~47.4%~~45.7% of net sales, for the same period one year ago. The ~~$39 million~~current-year sales and marketing expenses rate decrease of 3.2 ppt. was primarily due toto: (i) the decisive actions we took to manage expenses in response to the COVID-19 pandemic and the ensuing government restrictions that resulted in the temporary closure of most of our stores. These actions included reducing media expenses by 34% compared with the same period last year and controlling payroll costs via furloughs and reduced team members' hours. The sales and marketing expense rate decreased by 1.7 ppt. in the current-year period, compared with the same period one year ago due to the items discussed above; partially offset by the deleveragingleveraging impact of the ~~20%~~70% net sales ~~decrease.~~increase; and (ii) efficiency gains through our digital ecosystem and operating initiatives. Efficiency gains and operating initiatives included improved store operating productivity.

General and administrative expenses

General and administrative (G&A) expenses totaled ~~$37~~$41 million, or ~~12.9%~~8.5% of net sales, for the three months ended ~~June 27, 2020,~~July 3, 2021, compared with ~~$33~~$37 million, or ~~9.3%~~12.9% of net sales, in the prior-year period. The ~~$3.7~~$4.5 million increase in G&A expenses consisted primarily of: (i) a ~~$5.0~~$2.2 million increase in ~~broad-participation performance-based incentive~~employee compensation (in the first quarter of 2020 no performance-based company-wide incentive compensation expense was recorded based on the expected impact the pandemic would have on our 2020 financial performance); and (ii) ) $1.0 million of severance costsprimarily resulting from the growth of our business (prior year included the temporary and permanent elimination of certain roles due to changing business needs based on the COVID-19 ~~pandemic; partially offset by~~pandemic); (ii) a $1.8 million increase in professional and consulting expenses; and (iii) a ~~$2.3~~$0.5 million ~~decrease~~net increase in ~~travel expenses, professional fees and~~ other miscellaneous expenses. The G&A ~~expense~~expenses rate ~~increased~~decreased by ~~3.6~~4.4 ppt. in the current-year period, compared with the same period one year ago due to leveraging impact of the 70% net sales increase, partially offset by the items discussed ~~above and by the deleveraging impact of the 20% net sales decrease.~~above.

Research and development expenses

Research and development (R&D) expenses increased by 93% to ~~$8.3~~$16 million for the three months ended ~~June 27, 2020,~~July 3, 2021, compared with ~~$8.1~~$8 million for the same period last year as we continued to prioritize our long-term innovation initiatives. The R&D expense rate for the three months ended June 27, 2020 increased to 2.9% of net sales, compared with 2.3% of net sales for the prior year due to the deleveraging impact of the 20% net sales decrease.

1817

~~Index~~

Interest expense, net

Interest expense, net ~~increased~~decreased to ~~$3.9~~$1.6 million for the three months ended ~~June 27, 2020,~~July 3, 2021, compared with ~~$3.2~~$3.9 million for the same period one year ago. The ~~$0.7~~$2.3 million ~~increase~~decrease was mainly driven by a ~~higher~~reduction in the weighted-average interest rate on borrowings and a lower level of outstanding borrowings during the three months ended ~~June 27, 2020,~~July 3, 2021, compared with the same period one year ago. In March 2020, we fully drew down our credit line and secured a $75 million term loan to increase liquidity and preserve financial flexibility during the COVID-19 disruption.

Income tax expense

Income tax ~~benefit~~expense totaled ~~$3.4~~$5.9 million for the three months ended ~~June 27, 2020,~~July 3, 2021, compared with ~~$0.3~~a $3.4 million tax benefit last year. The effective income tax rate for the three months ended ~~June 27, 2020 was 21.4%~~July 3, 2021 decreased to 20.9%, compared with ~~-6.5%~~21.4% for the comparable period last year, reflecting ~~higher~~greater stock-based compensation excess tax benefits in the ~~prior-year~~current-year three-month period.

Comparison of Six Months Ended ~~June 27, 2020~~July 3, 2021 with Six Months Ended June ~~29, 2019~~27, 2020

Net sales

Net sales for the six months ended ~~June 27, 2020 decreased~~July 3, 2021 increased by ~~$25~~$295 million, or 3%39%, to $1.1 billion, compared with $758 million for the same period one year ago, which were impacted by the COVID-19 pandemic, ensuing government restrictions and temporary closure of 47% of our retail stores on average. Net sales for the current year-to-date period increased 35% compared with $782 million for the same period ~~one year ago. The COVID-19 pandemic and ensuing government restrictions resulted~~of 2019. Supply constraints late in the ~~temporary closure of most of our retail stores starting in mid-March, with 47% of our stores closed on average during~~second quarter limited 2021 delivered net sales for the ~~three~~six months ended ~~June 27, 2020. More than 95% of our stores were open as of June 27, 2020. For additional details, see "COVID-19 Pandemic - Impact on our Business" above.~~July 3, 2021.

The 3%39% net sales ~~decrease~~increase consisted of a 5%37% comparable sales ~~decrease~~increase in Total Retail ~~partially offset by~~in addition to 2 percentage points (ppt.) of sales growth from net new stores opened in the past 12 months. For additional details, see the components of total net sales change on page ~~17.~~15.

The ~~$25~~$295 million net sales ~~decrease~~increase compared with the same period one year ago was comprised of the following: (i) a ~~$40~~$249 million ~~decrease~~increase in our Total Retail comparable net sales; ~~and~~ (ii) a ~~$5 million decrease in Wholesale/Other channel sales; partially offset by (iii) a $20~~$26 million increase resulting from net store ~~openings.~~openings; and (iii) a $20 million increase in phone, online, chat and other sales. Total Retail mattress unit sales ~~decreased 2%~~increased 33%, compared with the prior year. Average revenue per mattress unit in Total Retail ~~was $4,839, a 1% decrease,~~increased by 5% to $5,059, compared with ~~$4,868~~$4,839 in the prior-year period.

Gross profit

Gross profit of ~~$465~~$649 million ~~decreased~~increased by ~~$14~~$184 million, or 3%39%, compared with ~~$479~~$465 million for the same period one year ago. The gross profit rate ~~was 61.4%~~improved to 61.6% of net sales for the six months ended ~~June 27, 2020,~~July 3, 2021, compared with ~~61.3%~~61.4% for the prior-year comparable period. The current-year gross profit rate improvement of 0.2 ppt. was ~~relatively consistent~~mainly due to: (i) leverage from the 39% net sales increase combined with ~~the prior year as the gross profit rate improvement realized~~a more favorable sales mix of higher-margin products (1.1 ppt.), partially offset by $13 million of incremental costs from labor and material inflation, and expediting costs in the ~~first quarter of 2020~~second quarter. Our prior-year's sales mix was ~~essentially offset~~negatively impacted by ~~a reduction in the gross profit rate during the second quarter of 2020~~temporary store closures due to the ~~pandemic's disruption on our business (see Gross profit discussion above under Comparison of the Three Months ended June 27, 2020)~~pandemic; partially offset by (ii) inflationary cost pressures and higher supply chain costs associated with current-year temporary supply constraints (0.7 ppt.). In addition, our gross profit rate will fluctuate from quarter to quarter due to a variety of other factors, including return and exchange costs, and changes in performance-based incentive compensation.

Sales and marketing expenses

Sales and marketing expenses for the six months ended ~~June 27, 2020~~July 3, 2021 were ~~$338~~$430 million, or ~~44.6%~~40.8% of net sales, compared with ~~$356~~$338 million, or ~~45.5%~~44.6% of net sales, for the same period one year ago. The ~~$18 million~~current-year sales and marketing expenses rate decrease of 3.8 ppt. was primarily due to: (i) the leveraging impact of the 39% net sales increase; and (ii) efficiency gains through our digital ecosystem and operating initiatives. Efficiency gains and operating initiatives included improved store operating productivity.

General and administrative expenses

General and administrative (G&A) expenses totaled $84 million, or 8.0% of net sales, for the six months ended July 3, 2021, compared with $68 million, or 8.9% of net sales, in the prior-year period. The $16 million increase in G&A expenses consisted of: (i) a $9 million year-over-year increase in company-wide performance-based incentive compensation; (ii) a $7 million increase in employee compensation resulting from the growth of our business (prior year included the temporary and permanent elimination of certain roles due to ~~the decisive actions we took to manage expenses in response to~~changing business needs based on the COVID-19 ~~pandemic~~pandemic); and ~~the ensuing government restrictions that resulted in the temporary closure~~(iii) $2 million of ~~most of our stores. These actions resulted in~~higher professional and consulting fees; partially offset by (iv) a 7%$2 million reduction in ~~media~~travel expenses ~~compared with the same period last year (34% reduction in media~~and other miscellaneous expenses. The G&A expenses ~~for the three months ended June 27, 2020) and lower payroll costs due to furloughs and reduced team members' hours. The sales and marketing expense~~

rate decreased by 0.9 ppt. in the current-year period, compared with the same period one year ago due to the ~~items discussed above;~~leveraging impact of the 39% net sales increase, partially offset by the ~~deleveraging impact of the 3% net sales decrease.~~items discussed above.

~~General and administrative expenses~~

General and administrative (G&A) expenses totaled $68 million, or 8.9% of net sales, for the six months ended June 27, 2020, compared with $67 million, or 8.6% of net sales, in the prior-year period. The $0.4 million increase in G&A expenses was primarily due to a net increase severance charges recorded in the second quarter arising in response to the COVID-19 pandemic. Team members' compensation expense was consistent on a year-over-year basis. The G&A expense rate increased by 0.3 ppt. in the current-year period, compared with the same period one year ago due to the deleveraging impact of the 3% net sales decrease.

~~Index~~

Research and development expenses

Research and development (R&D) expenses increased by ~~14%~~56% to ~~$19~~$29 million for the six months ended ~~June 27, 2020,~~July 3, 2021, compared with ~~$16~~$19 million for the same period one year ago. The R&D expense rate for the six months ended ~~June 27, 2020~~July 3, 2021 increased to ~~2.5%~~2.8% of net sales, compared with ~~2.1%~~2.5% of net sales for the prior year. The spending level increase supports our ongoing consumer innovation strategy.

Interest expense, net

Interest expense, net ~~increased~~decreased to ~~$6.3~~$2.6 million for the six months ended ~~June 27, 2020,~~July 3, 2021, compared with ~~$5.8~~$6.3 million for the same period one year ago. The ~~$0.4~~$3.7 million ~~increase~~decrease was mainly driven by ~~an increase~~a reduction in the ~~average~~weighted-average interest rate on borrowings and a lower level of outstanding borrowings during the six months ended ~~June 27, 2020,~~July 3, 2021, compared with the same period one year ago. In March 2020, we fully drew down our credit line and secured a $75 million term loan to increase liquidity and preserve financial flexibility during the COVID-19 disruption.

Income tax expense

Income tax expense totaled ~~$7.9~~$15 million for the six months ended ~~June 27, 2020,~~July 3, 2021, compared with ~~$4.4~~$8 million last year. The effective income tax rate for the six months ended ~~June 27, 2020 was 22.9%~~July 3, 2021 decreased to 14.2%, compared with ~~12.9%~~22.9% for the comparable period last year, reflecting higher stock-based compensation excess tax benefits in the ~~prior-year~~current-year six-month period.

Liquidity and Capital Resources

Managing our liquidity and capital resources is an important part of our commitment to deliver superior shareholder value over time. The COVID-19 pandemic and ensuing government restrictions have resulted in the temporary closure of most of our retail stores since mid-March, with 47% of our retail stores on average closed during the three months ended June 27, 2020. More than 95% of our stores were open as of June 27, 2020. We took the following decisive actions to manage liquidity and capital resources through the challenging economic environment caused by the COVID-19 pandemic:

•On April 3, 2020, we added a $75 million 364-day term loan under our credit agreement for a total commitment amount of $525 million, with another $75 million available under our accordion (subject to lenders' approval). We secured an initial interest rate of approximately 3.27%, which was equal to the one-month LIBOR rate plus the applicable margin based on the then-current total leverage ratio. No financial covenants were amended.

•The $75 million term loan provides increased liquidity and preserves financial flexibility in consideration of the disruption and uncertainty resulting from the COVID-19 pandemic. Proceeds may be used in the future for working capital and other general corporate purposes as permitted by the credit agreement. ~~Net liquidity available under our credit facility was $294 million at June 27, 2020.~~

•On April 8, 2020, we announced additional efforts to preserve cash and manage expenses in response to the COVID-19 pandemic including, among other things, discontinuing share repurchases under our Board-approved share repurchase program, temporarily reducing capital expenditures and negotiating rent deferrals and abatements for stores closed due to COVID-19. W~~e furloughed nearly 40% of our team members with another 30% working reduced hours. T~~he majority of our team members returned to work as stores reopened and customer demand increased during the quarter. In response to changes in the business, we have restructured some teams, which resulted in less than 10% of positions being eliminated from across the country as we reallocated headcount to support the changing needs of our business. Our CEO will not receive any cash compensation for the balance of the year through a 50% deferral and exchanging all remaining salary for restricted stock units. In addition, our Board of Directors and most of our leadership team reduced their cash compensation in exchange for restricted stock units. All team members’ cash compensation has been meaningfully reduced to-date through variable compensation programs and other actions. We are temporarily suspending the Company's 401(k) match and selected other benefit programs. We also reduced our sales and marketing expenses, and temporarily halting most discretionary projects.

Our primary sources of liquidity are cash flows provided by operating activities and cash available under our ~~$450~~$600 million revolving credit facility ~~supplemented by the $75~~(increased from $450 million ~~364-day term loan we added on~~to $600 million as of April ~~3, 2020.~~21, 2021). 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.

Changes in ~~the~~ cash and cash equivalents during the six months ended ~~June 27, 2020~~July 3, 2021 primarily consisted of ~~$87~~$161 million of cash provided by operating activities ~~that were partially~~and a $146 million net increase in short-term borrowings, offset by ~~$22~~$32 million of cash used to purchase property and equipment, ~~a $26 million decrease in short-term borrowings~~ and ~~$42~~$281 million of cash used to repurchase our common stock (based on settlement, ~~$39~~$264 million under our Board-approved share repurchase program and $3$17 million in connection with the vesting of employee restricted stock grants).

~~Index~~

The following table summarizes our cash flows ($ in millions). Amounts may not add due to rounding differences:

Six Months Ended
June 27,
2020 June 29,
2019
Total cash provided by (used in):
Operating activities $ 87.0 $ 70.3
Investing activities (22.6) (31.3)
Financing activities (64.3) (39.0)
Net increase in cash and cash equivalents $ 0.1 $ 0.1


	Six Months Ended
	July 3, 2021		June 27, 2020
Total cash provided by (used in):
Operating activities	$	161.4	$	87.0
Investing activities	(32.0)		(22.6)
Financing activities	(131.5)		(64.3)
Net (decrease) increase in cash and cash equivalents	$	(2.1)	$	0.1

Cash provided by operating activities for the six months ended ~~June 27, 2020~~July 3, 2021 was ~~$87~~$161 million, compared with ~~$70~~$87 million for the six months ended June 27, ~~2019.~~2020. Significant components of the year-over-year change in cash provided by operating activities included: (i) a $3$62 million ~~decrease~~increase in net income for the six months ended ~~June 27, 2020,~~July 3, 2021, compared with the same period one year ago; (ii) a ~~$27~~$38 million change in accounts payable due to higher business activity in the current-year period and timing of vendor payments; (iii) a $30 million fluctuation in ~~accounts payable resulting from~~customer prepayments due to strong customer demand and temporary supply constraints which extended customer delivery timelines during the current-year period; (iv) a $20 million fluctuation in prepaid expenses and other assets due to both periods being impacted by the timing of rent payments and prior-year's reduction in business activities due to the pandemic; ~~(iii)~~and (v) a ~~$16~~$15 million fluctuation in ~~prepaid expenses~~the amount of compensation and ~~other assets with both periods impacted by the~~benefits accrued and timing of ~~rent~~the related payments ~~and current-year~~resulting from year-over-year changes in business activities due to the pandemic; (iv) a $14 million fluctuation in customer prepayments due to the strong recovery in customer demand the last two months of the quarter that outperformed forecasts and suppliers' fulfillment, which had been curtailed to navigate the challenges of the COVID-19 pandemic; and (v) a $12 million fluctuation in income taxes payable/receivable as our final 2019 estimated tax payment was deferred from April 15, 2020 to July 15, 2020 based on an Internal Revenue Service postponement action.Company-wide performance-based incentive compensation.

Net cash used in investing activities to purchase property and equipment was ~~$22~~$32 million for the six months ended ~~June 27, 2020,~~July 3, 2021, compared with ~~$34~~$22 million for the same period one year ago. The year-over-year ~~decrease~~increase was ~~primarily~~ due to higher property and equipment purchases for new and remodeled stores. Prior-year property and equipment purchases reflect actions taken to temporarily reduce capital spending based on the economic uncertainties associated with the pandemic.

Net cash used in financing activities was ~~$64~~$131 million for the six months ended ~~June 27, 2020,~~July 3, 2021, compared with ~~$39~~$64 million ~~net cash used in investing activities~~ for the same period ~~one year ago.~~last year. During the six months ended ~~June 27, 2020,~~July 3, 2021, we repurchased ~~$42~~$281 million of our stock (based on settlement dates, ~~$39~~$264 million under our Board-approved share repurchase program and $3$17 million in connection with the vesting of employee restricted stock awards), compared with ~~$100~~$42 million during the same period one year ago. Based on the uncertainty surrounding the impact of COVID-19, in March 2020 we temporarily suspended share repurchases. Short-term borrowings increased by $146 million during the current-year period due to a $138 million increase in borrowings under our revolving credit facility to $382 million and a $8 million increase in book overdrafts which are included in the net change in short-term borrowings. Short-term borrowings decreased by $26 million during the ~~current-year~~prior-year period due to a $4 million decrease in borrowings under our credit facility to $227 million and a decrease in book overdrafts which are included in the net change in short-term borrowings. Short-term borrowings increased by $57 million during the prior-year period due to an $82 million increase in borrowings under our credit facility to $282 million, partially offset by a decrease in book overdrafts.

Under our Board-approved share repurchase program, we repurchased 2.1 million shares at a cost of $267 million (based on trade dates, an average of $125.86 per share) during the six months ended July 3, 2021. During the six months ended June 27, 2020, we repurchased 0.8 million shares at a cost of $38 million (based on trade dates, an average of $49.42 per share) ~~during the six months ended June 27, 2020. During the six months ended June 29, 2019, we repurchased 2.1 million shares at a cost of $81 million (an average of $39.02 per share)~~. ~~The remaining authorization under our Board-approved share repurchase program at June 27, 2020 was $437 million.~~ There is no expiration date governing the period over which we can repurchase shares. ~~In light~~Effective as of ~~the uncertainty surrounding the impact of COVID-19, we have suspended all share repurchases under~~April 4, 2021, our ~~Board-approved~~Board approved an increase in our total remaining share repurchase ~~program.~~authorization to $600 million.

As of ~~June 27, 2020,~~July 3, 2021, we had ~~$227~~$382 million of borrowings under our revolving credit ~~facility, including the $75 million 364-day term loan that we added on April 3, 2020.~~facility. We also had $4 million in outstanding letters of credit. Net liquidity available under our credit facility was ~~$294~~$214 million at ~~June 27, 2020.~~July 3, 2021. 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 (3.0x). Our leverage ratio as defined in our credit agreement was ~~2.8x~~2.2x as of ~~June 27, 2020.~~July 3, 2021. 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 is for general corporate purposes, ~~and~~ to meet our seasonal working capital ~~requirements.~~requirements and to repurchase our stock. As of ~~June 27, 2020,~~July 3, 2021, the weighted-average interest rate on borrowings under the credit facility was ~~3.0%~~1.6% and we were in compliance with all financial covenants.

On April 21, 2021, we amended our revolving credit facility to increase our net aggregate availability from $450 million to $600 million. We maintain the accordion feature which allows us to increase the amount of the credit facility from $600 million to $800 million, subject to lenders’ approval. The amended credit facility matures in February 2024. There were no other significant changes to the credit facility’s terms and conditions.

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 consistent with our credit agreement. As of ~~June 27, 2020,~~July 3, 2021, 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.

~~Index~~

As the accounts are owned by Synchrony Bank, at no time are the accounts purchased or acquired from us. We are not liable to Synchrony Bank for our customers’ credit defaults.

Index

Non-GAAP Data Reconciliations

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 (in thousands):

Three Months Ended
Trailing-Twelve
Months Ended
June 27,
2020 June 29,
2019 June 27,
2020 June 29,
2019
Net (loss) income $ (12,630) $ 4,280 $ 78,657 $ 74,945
Income tax (benefit) expense (3,435) (263) 22,141 18,682
Interest expense 4,022 3,229 12,131 9,769
Depreciation and amortization 15,253 15,328 60,951 61,675
Stock-based compensation 5,033 4,250 15,853 12,558
Asset impairments 246 1 294 151
Adjusted EBITDA $ 8,489 $ 26,825 $ 190,027 $ 177,780



	Three Months Ended				Fifty-Three Weeks Ended		Fifty-Two Weeks Ended
	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Net income (loss)	$	22,250	$	(12,630)	$	201,563	$	78,657
Income tax expense (benefit)	5,864		(3,435)		43,564		22,141
Interest expense	1,607		4,022		5,227		12,131
Depreciation and amortization	15,006		15,253		59,802		60,951
Stock-based compensation	5,968		5,033		27,114		15,853
Asset impairments	—		246		142		294
Adjusted EBITDA	$	50,695	$	8,489	$	337,412	$	190,027

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 (in thousands):

Six Months Ended
Trailing-Twelve
Months Ended
June 27,
2020 June 29,
2019 June 27,
2020 June 29,
2019
Net cash provided by operating activities $ 87,001 $ 70,347 $ 205,814 $ 172,756
Subtract: Purchases of property and equipment 21,695 33,896 47,038 58,070
Free cash flow $ 65,306 $ 36,451 $ 158,776 $ 114,686



	Six Months Ended				Fifty-Three Weeks Ended		Fifty-Two Weeks Ended
	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Net cash provided by operating activities	$	161,420	$	87,001	$	354,080	$	205,814
Subtract: Purchases of property and equipment	32,012		21,695		47,417		47,038
Free cash flow	$	129,408	$	65,306	$	306,663	$	158,776

2221

Index

Non-GAAP Data Reconciliations (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 27,
2020 June 29,
2019
Net operating profit after taxes (NOPAT)
Operating income $ 112,831 $ 103,393
Add: Rent expense ⁽¹⁾
90,349 84,210
Add: Interest income 97 4
Less: Depreciation on capitalized operating leases ⁽²⁾
(23,331) (21,310)
Less: Income taxes ⁽³⁾
(42,735) (40,319)
NOPAT $ 137,211 $ 125,978
Average invested capital
Total deficit $ (163,018) $ (157,302)
Add: Long-term debt ⁽⁴⁾
227,944 282,308
Add: Capitalized operating lease obligations ⁽⁵⁾
722,792 673,680
Total invested capital at end of period $ 787,718 $ 798,686
Average invested capital ⁽⁶⁾
$ 797,862 $ 750,375
Return on invested capital (ROIC) ⁽⁷⁾
17.2 % 16.8 %


	Fifty-Three Weeks Ended			Fifty-Two Weeks Ended
	July 3, 2021			June 27, 2020
Net operating profit after taxes (NOPAT)
Operating income	$	250,352		$	112,831
Add: Rent expense (1)	95,226			90,349
Add: Interest income	2			97
Less: Depreciation on capitalized operating leases (2)	(24,577)			(23,331)
Less: Income taxes (3)	(76,939)			(42,735)
NOPAT	$	244,064		$	137,211
Average invested capital
Total deficit	$	(403,658)		$	(163,018)

Add: Long-term debt (4)	382,794			227,944
Add: Capitalized operating lease obligations (5)	761,808			722,792
Total invested capital at end of period	$	740,944		$	787,718
Average invested capital (6)	$	733,151		$	797,862
Return on invested capital (ROIC) (7)	33.3		%	17.2		%

___________________________

⁽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 5) 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 24.0% and 23.7% for 2021 and ~~24.2% for~~ 2020, ~~and 2019,~~ respectively.

⁽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.

Index

Off-Balance-Sheet Arrangements and Contractual Obligations

As of ~~June 27, 2020,~~July 3, 2021, we were not involved in any unconsolidated special purpose entity transactions. Other than our $4 million in outstanding letters of credit, we do not have any off-balance-sheet financing.

There have been no material changes in our contractual obligations, other than the ~~amendment~~amendments to our credit agreement, since the end of fiscal ~~2019.~~2020. See Note 5, Credit Agreement, of the Notes to our Condensed Consolidated Financial Statements for information regarding our credit agreement. See our Annual Report on Form 10-K for the fiscal year ended ~~December 28, 2019~~January 2, 2021 for additional information regarding our other contractual obligations.

~~Index~~

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 ~~December 28, 2019.~~January 2, 2021. There were no significant changes in our critical accounting policies since the end of fiscal ~~2019 other than adding goodwill and indefinite-lived intangible assets as a critical accounting policy.~~2020.

~~Description~~

~~Judgments and Uncertainties~~

Effect if Actual Results
Differ from Assumptions

~~Goodwill and Indefinite-Lived Intangible Assets~~

~~Goodwill represents the excess of cost over the fair value of identifiable net assets of businesses acquired. Our indefinite-lived intangible assets include trade names/trademarks.~~

~~See Note 1,~~ ~~Business and Summary of Significant Accounting Policies,~~ ~~and Note 5,~~ ~~Goodwill and Intangible Assets, Net, to the Notes to Consolidated Financial Statements, included in Item 8,~~ ~~Financial Statements and Supplementary Data, of the 2019 Annual Report on Form 10-K, for a complete discussion of our goodwill and indefinite-lived intangible assets.~~

The determination of fair value involves uncertainties because it requires management to make assumptions and to apply judgment to estimate industry and economic factors and the profitability of future business strategies. Management’s assumptions also include projected revenues, operating profit levels and discount rates, as well as consideration of any other factors that may indicate potential impairment.

In the fourth quarter of fiscal 2019, management completed its annual goodwill and other indefinite-lived intangible asset impairment tests and determined there was no impairment. We believe our assumptions and judgments used in estimating cash flows and determining fair value were reasonable. However, unexpected changes to such assumptions and judgments could affect our impairment analyses and future results of operations, including an impairment charge that could be material. There have been no significant changes for the six months ended June 27, 2020.

ITEM 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 ~~$1.7~~$2.9 million based on the ~~$227~~$382 million of borrowings under our credit facility at ~~June 27, 2020.~~July 3, 2021. We do not manage the 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 Control

There were no changes in our internal control over financial reporting during the fiscal quarter ended ~~June 27, 2020,~~July 3, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2423

Index

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~We are involved from time to time in various~~Our legal proceedings ~~arising~~are discussed in Note 12, Commitments and Contingencies, Legal Proceedings, 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, we record a liabilityNotes to Condensed Consolidated Financial Statements 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 material 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 material losses either because we believe that we have valid defenses to claims asserted against us, the proceeding has not advanced to a stage of discovery that would enable us to establish an estimate, or the potential loss is not material. We currently do not expect the outcome of pending legal proceedings to have a material effectthis Quarterly Report 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 March 27, 2018, Level Sleep, LLC (Level Sleep) 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. On January 14, 2020, the Court granted summary judgment in favor of Sleep Number, finding that Sleep Number’s products do not infringe the Patents. Level Sleep has filed an appeal of the Court’s summary judgment order. We intend to continue vigorously defending this matter.Form 10-Q.

ITEM 1A. RISK FACTORS

~~In addition to the risks discussed below and other information set forth in this Quarterly Report on Form 10-Q, our~~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, Management’s Discussion and Analysis of Financial Condition and Results of Operations,and also the information under the heading, Risk Factors, in our most recent Annual Report on Form 10-K. The risk factors discussed in the Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q do not identify all risks that we face because our business operations could also be affected by additional risk factors that are not presently known to us or that we currently consider to be immaterial to our operations.

~~The COVID-19 pandemic has had, and is expected to continue to have, an adverse effect on our business and our financial results.~~

The COVID-19 pandemic has created significant volatility, uncertainty and economic disruption, which is adversely affecting our business operations and our financial results. Consumer concern about becoming ill with the virus and recommendations and/or mandates from federal, state and local authorities to close certain businesses, stay at home, practice social distancing or self-quarantine resulted in the temporary closure of the majority of our stores nationwide for a period of time between mid-March and mid-May. As of June 27, 2020, more than 95% of our stores were open, but as the COVID-19 pandemic continues, we may need to temporarily close some or all of our stores again. These actions have adversely affected our business, operations, demand for our product, traffic to our stores, and macroeconomic factors that affect us, such as consumer confidence and spending which have, in turn resulted in a loss of sales and profits. Even as certain restrictions begin to be eased or lifted, consumers may continue to take additional precautions that could cause a reduction in foot-traffic to certain of our locations or other changes in consumer spending behavior over time, and new restrictions may be implemented. With temporary closures to our retail store locations across the country and our delivery operations adversely impacted, we shifted to scale our digital capabilities including: remote retail selling, customer service, private appointments, flexible work schedules, solutions for contactless delivery, and remote access for team members across the country. This shift to our employees working remotely has amplified certain risks to our business, including increased demand on our information technology resources and systems and increased risk of cybersecurity breaches and IT outages. In addition, as recommendations and/or mandates have been eased or lifted across the country, we have implemented new health and safety policies at headquarters, stores, and our manufacturing and assembly locations as well as for our home delivery teams, which are intended to reduce the risk of contracting or spreading the coronavirus for employees, contractors, and customers who are unable to perform their roles or transact business remotely. The company has incurred additional costs and has diverted certain internal resources to develop and implement these new policies as well as provide, and in some cases manufacture, the personal protective equipment necessary to follow these new policies. The return to working in-person presents the risk that our new health and safety policies may not adequately protect our employees, contractors, and customers from contracting or spreading the coronavirus. We continue to monitor the effectiveness of our new policies to inform our future plans for welcoming all employees, even those who can work remotely, back to our facilities.

~~Index~~

As the COVID-19 pandemic continues, we may further restrict the operations of our stores, delivery operations, and manufacturing and distribution facilities if we deem this necessary or if recommended or mandated by authorities and these measures could have a further material impact on our sales and profits.

In addition, we expect to continue to incur increased costs in our response to the pandemic, including, but not limited to, costs incurred to implement the operational changes described above and certain payments to or other costs relating to team members who are not working during the pandemic or whose jobs have been eliminated.

In response to the COVID-19 pandemic, including the significant reduction in customer visits to, and spending at, our stores caused by COVID-19, we have and continue to take actions to maintain liquidity including:

•~~discontinuing share repurchases under our Board-approved share repurchase program;~~

•~~reducing capital expenditures;~~

•~~negotiating rent deferrals and abatements for stores closed due to COVID-19;~~

•~~initially furloughing nearly 40% of our team members and reducing the working hours of another 30% of our team members;~~

•~~currently,~~ the majority of our team members returned to work as stores reopened and customer demand increased during the quarter. In response to changes in the business, we have restructured some teams, which resulted in less than 10% of positions being eliminated from across the country as we reallocated headcount to support the changing needs of our business;

•~~CEO, board members and most of our leadership team deferred all or a portion of their cash compensation for the balance of the year in exchange for restricted stock units;~~

•~~meaningfully reducing all team members’ compensation through variable compensation programs and other actions;~~

•~~temporarily suspending our 401(k) match and selected other employee benefit programs;~~

•~~reducing our sales and marketing expenses; and~~

•~~temporarily reducing discretionary projects across the company.~~

It is possible that our cost reduction efforts may be insufficient to maintain adequate liquidity. Also, if we do not respond appropriately to the pandemic, or if customers do not perceive our response to be adequate for a particular region or our company as a whole, we could suffer damage to our reputation and our brand, which could continue to adversely affect our business and financial results in the future.

We are highly dependent on the effectiveness of our marketing messages and the efficiency of our advertising expenditures in generating consumer awareness and sales of our products. In light of our reduced marketing expenses and adjustments to our marketing messages due to COVID-19, we may not be as successful in developing effective messages and achieving efficiency in our advertising expenditures.

Our business depends heavily on the uninterrupted operation of our two main manufacturing plants located in Irmo, South Carolina and Salt Lake City, Utah as well as our assembly distribution centers, two of which are co-located at the manufacturing plants and others located in Baltimore, Maryland and the greater Los Angeles, California area. Our business also depends on the successful operation of our bedding collection fulfillment center in Brooklyn Park, Minnesota and headquarters in Minneapolis, Minnesota. The operation of all of our facilities is critically dependent on our team members who staff these locations, and COVID-19 could directly threaten or impact their health and/or ability to work, and, therefore, adversely affect the operations of our facilities. In addition, COVID-19 and governmental mandates or recommendations in these jurisdictions could require closures of our facilities and otherwise limit or adversely impact our ability to continue these operations.

COVID-19 also impacted, and may continue to impact, our retail stores, home delivery operations, logistics, and domestic and foreign supply chain, including raw materials and components we source from third parties as well as our sole source of supply for adjustable foundations, particularly as a result of governmental mandates or recommendations. We expect that these impacts will continue through the third quarter of 2020, and may continue to impact our results in the remainder of 2020 and beyond.

Our temporary reduction of discretionary spending across the company and the inability or limitations of certain suppliers, both domestic and foreign, to operate due to governmental mandates or recommendations has delayed and may continue to delay the introduction of new product lines.

~~We have seen, and may continue to see, significant deterioration in macroeconomic factors that typically affect us, such as consumer confidence and spending.~~

The situation surrounding COVID-19 remains fluid and the potential for an adverse effect on our business and our financial results increases the longer the virus impacts activity levels in the United States and globally. For this reason, we cannot reasonably estimate with any degree of certainty the extent of the impact COVID-19 will have on our business. The extent and duration of the impact of COVID-19 on our business, operations, and financial results will depend on future developments, including the duration and spread of

~~Index~~

the outbreak, governmental mandates and recommendations, business and workforce disruptions, and the related impact on consumer confidence and spending, all of which are highly uncertain and unpredictable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) – (b) Not applicable.

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 29, 2020 through April 25, 2020 14,468 $ 22.79 — $ 436,889,000
April 26, 2020 through May 23, 2020 — $ — — $ 436,889,000
May 24, 2020 through June 27, 2020 — $ — — $ 436,889,000
Total 14,468 $ 22.79 — $ 436,889,000


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)
April 4, 2021 through May 1, 2021	182,833	$	118.52	181,923	$	578,438,000
May 2, 2021 through May 29, 2021	329,735	$	108.23	329,468	$	542,779,000
May 30, 2021 through July 3, 2021	386,128	$	111.20	384,840	$	499,985,000
Total	898,696	$	111.59	896,231	$	499,985,000

___________________________

⁽¹⁾~~We did not repurchase any shares under~~Under our Board-approved ~~$500~~$600 million share repurchase program (effective ~~September 29, 2019)~~April 4, 2021), we repurchased 0.9 million shares of our common stock at a cost of $100 million (based on trade dates) during the three months ended ~~June 27, 2020.~~July 3, 2021.

⁽²⁾In connection with the vesting of employee restricted stock grants, we repurchased ~~14,468~~2,465 shares of our common stock at a cost of $0.3 million during the three months ended ~~June 27, 2020.~~July 3, 2021.

⁽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. ~~In light of the uncertainty surrounding the impact of COVID-19, we have suspended all share repurchases under our Board-approved share repurchase program.~~

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

2724

Index

ITEM 6. EXHIBITS


Exhibit Number						Description
10.1*						~~Form of Non-Statutory~~ ~~Stock Option~~ ~~Award~~ ~~Agreement~~ ~~(Non-Employee Director)underthe Sleep Number Corporation 2020 Equity Incentive Plan~~
10.2*						~~Formof Restricted Stock Unit~~ ~~Award Agreement~~ ~~(Non-EmployeeDirector)under the Sleep Number Corporation 2020 Equity Incentive Plan~~
10.3*						~~Form of Non-Statutory~~ ~~Stock Option~~ ~~Award~~ ~~Agreement~~ ~~(Employee)under the Sleep Number Corporation 2020 Incentive Plan~~
10.4*						~~Form of Performance Adjusted Restricted~~ ~~Stock~~ ~~Unit Award~~ ~~Agreement~~ ~~(ROIC)(Senior Team) under the Sleep Number Corporation 2020 Equity Incentive Plan~~
10.5*						~~Form of Restricted~~ ~~Stock~~ ~~Unit Award~~ ~~Agreement~~ ~~(3-YearRatable Vest) under the Sleep Number Corporation 2020 Equity Incentive Plan~~
10.6*						~~Form of RestrictedStock Unity~~ ~~Award Agreement~~ ~~(3-YearCliffVest)under the Sleep Number Corporation2020Equity Incentive Plan~~
~~10.7~~						~~Sleep Number Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 contained in Sleep Number's Current Report on Form 8-K filed May 13, 2020 (File No. 0-25121))~~
31.1*						Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
32.2*						Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
101.INS*						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed Herewith

2825

Index

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:

July ~~24, 2020~~30, 2021

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)

2926


	June 27, 2020		December 28, 2019
Assets
Current assets:
Cash and cash equivalents	$	1,651	$	1,593
Accounts receivable, net of allowance for doubtful accounts of $957 and $898, respectively	15,754		19,978
Inventories	81,674		87,065
Prepaid expenses	12,072		15,335
Other current assets	30,607		36,397
Total current assets	141,758		160,368

Non-current assets:
Property and equipment, net	186,943		197,421
Operating lease right-of-use assets	315,221		327,017
Goodwill and intangible assets, net	74,109		73,226
Other non-current assets	50,767		48,011
Total assets	$	768,798	$	806,043

Liabilities and Shareholders’ Deficit
Current liabilities:
Borrowings under credit facility	$	227,240	$	231,000
Accounts payable	94,966		134,594
Customer prepayments	51,235		34,248
Accrued sales returns	17,196		19,809
Compensation and benefits	33,067		40,321
Taxes and withholding	21,085		22,171
Operating lease liabilities	60,180		59,561
Other current liabilities	57,547		53,070
Total current liabilities	562,516		594,774

Non-current liabilities:
Deferred income taxes	8,191		3,808
Operating lease liabilities	286,292		298,090
Other non-current liabilities	74,817		68,802
Total liabilities	931,816		965,474

Shareholders’ deficit:
Undesignated preferred stock; 5,000 shares authorized, 0 shares issued and outstanding	—		—
Common stock, $0.01 par value; 142,500 shares authorized, 27,725 and 27,961 shares issued and outstanding, respectively	277		280
Additional paid-in capital	5,519		—
Accumulated deficit	(168,814)		(159,711)
Total shareholders’ deficit	(163,018)		(159,431)
Total liabilities and shareholders’ deficit	$	768,798	$	806,043


	June 27, 2020			December 28, 2019
Outstanding borrowings ⁽¹⁾	$	227,240		$	231,000
Outstanding letters of credit	$	3,997		$	3,497
Additional borrowing capacity	$	293,763		$	215,503
Weighted-average interest rate	3.0		%	3.5		%


	Six Months Ended
	June 27, 2020		June 29, 2019
Balance at beginning of year	$	11,345	$	10,389
Additions charged to costs and expenses for current-year sales	4,965		5,003
Deductions from reserves	(4,789)		(5,591)
Changes in liability for pre-existing warranties during the current year, including expirations	(89)		1,418
Balance at end of period	$	11,432	$	11,219


	Three Months Ended						Trailing-Twelve Months Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Net (loss) income	$	(12,630)	$	4,280	$	78,657	$	74,945
Income tax (benefit) expense	(3,435)		(263)		22,141		18,682
Interest expense	4,022		3,229		12,131		9,769
Depreciation and amortization	15,253		15,328		60,951		61,675
Stock-based compensation	5,033		4,250		15,853		12,558
Asset impairments	246		1		294		151
Adjusted EBITDA	$	8,489	$	26,825	$	190,027	$	177,780


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 29, 2020 through April 25, 2020	14,468	$	22.79	—	$	436,889,000
April 26, 2020 through May 23, 2020	—	$	—	—	$	436,889,000
May 24, 2020 through June 27, 2020	—	$	—	—	$	436,889,000
Total	14,468	$	22.79	—	$	436,889,000