10-Q 1 a2016-q1form10xq.htm 10-Q 10-Q
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended April 2, 2016

Commission File Number: 0-25121
    
 
SELECT COMFORT 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.)
 
9800 59th Avenue North
 
 
Minneapolis, Minnesota
 
55442
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (763) 551-7000

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 ý NO o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). YES ý NO o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
ý
 
 
Accelerated filer o
Non-accelerated filer
o
(Do not check if a smaller reporting company)
 
Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO ý

As of April 2, 2016, 46,686,000 shares of the Registrant’s Common Stock were outstanding.
 
 


SELECT COMFORT CORPORATION
AND SUBSIDIARIES
INDEX

 
Page
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.




ii

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(unaudited - in thousands, except per share amounts)

April 2,
2016

January 2,
2016
Assets
 

 
Current assets:
 

 
Cash and cash equivalents
$
29,520


$
20,994

Marketable debt securities – current
—


6,567

Accounts receivable, net of allowance for doubtful accounts of $1,115 and $1,039, respectively
20,186


29,002

Inventories
80,967


86,600

Income taxes receivable
—

 
15,284

Prepaid expenses
12,019


10,207

Deferred income taxes
15,521


15,535

Other current assets
14,116


13,737

Total current assets
172,329


197,926






Non-current assets:
 


 
Marketable debt securities – non-current
—


8,553

Property and equipment, net
203,500


204,376

Goodwill and intangible assets, net
82,711


83,344

Other assets
22,463


19,197

Total assets
$
481,003


$
513,396






Liabilities and Shareholders’ Equity
 


 
Current liabilities:
 


 
Accounts payable
$
96,608


$
103,941

Customer prepayments
30,936


51,473

Accrued sales returns
22,910

 
20,562

Compensation and benefits
26,345


15,670

Taxes and withholding
19,294


9,856

Other current liabilities
24,124


23,447

Total current liabilities
220,217


224,949






Non-current liabilities:
 


 
Warranty liabilities
4,907


4,942

Deferred income taxes
14,116

 
12,499

Other long-term liabilities
54,579


48,667

Total liabilities
293,819


291,057






Shareholders’ equity:
 


 
Undesignated preferred stock; 5,000 shares authorized, no shares issued and outstanding
—


—

Common stock, $0.01 par value; 142,500 shares authorized, 46,686 and 49,402 shares issued and outstanding, respectively
467


494

Additional paid-in capital
—


—

Retained earnings
186,717


221,859

Accumulated other comprehensive loss
—


(14
)
Total shareholders’ equity
187,184


222,339

Total liabilities and shareholders’ equity
$
481,003


$
513,396


See accompanying notes to condensed consolidated financial statements.

2

SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(unaudited - in thousands, except per share amounts)

 
Three Months Ended
 
April 2,
2016
 
April 4,
2015
Net sales
$
352,980

 
$
349,809

Cost of sales
143,906

 
133,976

Gross profit
209,074

 
215,833

 
 
 
 

Operating expenses:
 

 
 
Sales and marketing
150,668

 
140,503

General and administrative
30,906

 
28,254

Research and development
7,602

 
3,351

Total operating expenses
189,176

 
172,108

Operating income
19,898

 
43,725

Other (expense) income, net
(97
)
 
153

Income before income taxes
19,801

 
43,878

Income tax expense
6,832

 
15,079

Net income
$
12,969

 
$
28,799

 
 
 
 
Basic net income per share:
 

 
 

Net income per share – basic
$
0.27

 
$
0.55

Weighted-average shares – basic
48,100

 
52,346

Diluted net income per share:
 

 
 

Net income per share – diluted
$
0.27

 
$
0.54

Weighted-average shares – diluted
48,845

 
53,326


 























See accompanying notes to condensed consolidated financial statements.

3

SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(unaudited - in thousands)

 
Three Months Ended
 
April 2,
2016
 
April 4,
2015
Net income
$
12,969

 
$
28,799

Other comprehensive income – unrealized gain on available-for-sale marketable debt securities, net of income tax
14

 
72

Comprehensive income
$
12,983

 
$
28,871






































 






See accompanying notes to condensed consolidated financial statements.

4

SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statement of Shareholders’ Equity
(unaudited - in thousands)

 
Common Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income/(Loss)
 
Total
 
Shares
 
Amount
 
 
 
 
Balance at January 2, 2016
49,402

 
$
494

 
$
—

 
$
221,859

 
$
(14
)
 
$
222,339

Net income
—

 
—

 
—

 
12,969

 
—

 
12,969

Other comprehensive income:
 

 
 

 
 

 
 

 
 

 
 
Unrealized gain on available-for-sale marketable debt securities, net of tax
—

 
—

 
—

 
—

 
14

 
14

Exercise of common stock options
—

 
—

 
6

 
—

 
—

 
6

Tax effect from stock-based compensation
—

 
—

 
(670
)
 
—

 
—

 
(670
)
Stock-based compensation
(12
)
 
—

 
3,766

 
—

 
—

 
3,766

Repurchases of common stock
(2,704
)
 
(27
)
 
(3,102
)
 
(48,111
)
 
—

 
(51,240
)
Balance at April 2, 2016
46,686

 
$
467

 
$
—

 
$
186,717

 
$
—

 
$
187,184

 





































See accompanying notes to condensed consolidated financial statements.

5

SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(unaudited - in thousands)
 
Three Months Ended
 
April 2,
2016
 
April 4,
2015
Cash flows from operating activities:
 
 
 
Net income
$
12,969

 
$
28,799

Adjustments to reconcile net income to net cash provided by operating activities:

 


Depreciation and amortization
13,854

 
10,783

Stock-based compensation
3,766

 
2,782

Net loss on disposals and impairments of assets
1

 
177

Excess tax benefits from stock-based compensation
(26
)
 
(858
)
Deferred income taxes
1,622

 
(3,415
)
Changes in operating assets and liabilities:

 


Accounts receivable
8,816

 
1,780

Inventories
5,633

 
(2,469
)
Income taxes
16,558

 
15,453

Prepaid expenses and other assets
(1,272
)
 
(1,661
)
Accounts payable
(495
)
 
7,458

Customer prepayments
(20,537
)
 
(2,591
)
Accrued compensation and benefits
10,677

 
(8,977
)
Other taxes and withholding
7,493

 
(58
)
Warranty liabilities
(261
)
 
900

Other accruals and liabilities
5,183

 
761

Net cash provided by operating activities
63,981

 
48,864

 
 
 
 
Cash flows from investing activities:
 
 
 
Proceeds from marketable debt securities
15,090

 
16,244

Purchases of property and equipment
(12,289
)
 
(17,796
)
Proceeds from sales of property and equipment
14

 
33

Investments in marketable debt securities
—

 
(18,195
)
Net cash provided by (used in) investing activities
2,815

 
(19,714
)
 
 
 
 
Cash flows from financing activities:
 

 
 

Repurchases of common stock
(51,240
)
 
(20,475
)
Net decrease in short-term borrowings
(6,661
)
 
(16,530
)
Proceeds from issuance of common stock
6

 
1,353

Excess tax benefits from stock-based compensation
26

 
858

Debt issuance costs
(401
)
 
—

Net cash used in financing activities
(58,270
)
 
(34,794
)
 
 
 
 
Net increase (decrease) in cash and cash equivalents
8,526

 
(5,644
)
Cash and cash equivalents, at beginning of period
20,994

 
51,995

Cash and cash equivalents, at end of period
$
29,520

 
$
46,351











See accompanying notes to condensed consolidated financial statements.

6

SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Basis of Presentation

We prepared the condensed consolidated financial statements as of and for the three months ended April 2, 2016 of Select Comfort Corporation and 100%-owned subsidiaries (Select Comfort 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 April 2, 2016, and January 2, 2016, 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.

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 January 2, 2016 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. Changes in these estimates will be reflected in the financial statements in future periods. Our critical accounting policies consist of stock-based compensation, goodwill and indefinite-lived intangible assets, warranty liabilities and revenue recognition.

The condensed consolidated financial statements include the accounts of Select Comfort Corporation and our 100%-owned subsidiaries. All significant intra-entity balances and transactions have been eliminated in consolidation.

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This new guidance was originally effective for fiscal years beginning after December 15, 2016 and early adoption was not permitted. In July 2015, the FASB deferred the effective date from fiscal years beginning after December 15, 2016 to fiscal years beginning after December 15, 2017 (including interim reporting periods within those fiscal years). Early adoption is permitted to the original effective date of fiscal years beginning after December 15, 2016 (including interim reporting periods within those fiscal years). Companies may use either a full retrospective or a modified retrospective approach to adopt this new guidance. We are evaluating the effect of the new standard on our consolidated financial statements and related disclosures, and have not yet selected a transition method.

In November 2015, the FASB issued new guidance related to classification of deferred taxes. The new guidance requires that deferred tax liabilities and assets be classified as non-current on the balance sheet. It is effective for interim and annual periods beginning after December 15, 2016, but early adoption is permitted. We are evaluating the effect of the new standard on our consolidated financial statements and related disclosures, and have not yet selected a transition method.

In February 2016, the FASB issued new guidance on accounting for leases and generally requires most leases to be recognized on the balance sheet. This new guidance is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The provisions of this new guidance are to be applied using a modified retrospective approach, with elective reliefs, which requires application of the new guidance for all periods presented. We are evaluating the effect of the new standard on our consolidated financial statements and related disclosures.
In March 2016, the FASB issued new guidance on the accounting for and disclosure of stock-based compensation. The new guidance is intended to simplify several aspects of the accounting for stock-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. This new guidance will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. We are evaluating the effect of the new standard on our consolidated financial statements and related disclosures.

7


SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)



2. Fair Value Measurements

The following table sets forth by level within the fair value hierarchy, our financial assets at January 2, 2016, that were accounted for at fair value on a recurring basis, according to the valuation techniques we used to determine their fair value (in thousands). At April 2, 2016, we did not hold any financial assets that required a fair value measurement on a recurring basis.
 
 
January 2, 2016
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Marketable debt securities – current
 
 
 
 
 
 
 
 
Municipal bonds
 
$
—

 
$
4,055

 
$
—

 
$
4,055

Corporate bonds
 
—

 
2,512

 
—

 
2,512

 
 
—

 
6,567

 
—

 
6,567

Marketable debt securities – non-current
 
 
 
 
 
 
 
 
Corporate bonds
 
—

 
5,001

 
—

 
5,001

U.S. Agency bonds
 
—

 
2,496

 
—

 
2,496

Municipal bonds
 
—

 
1,056

 
—

 
1,056

 
 
—

 
8,553

 
—

 
8,553

 
 
$
—

 
$
15,120

 
$
—

 
$
15,120


At April 2, 2016 and January 2, 2016, we had $1.7 million and $1.6 million, respectively, of debt and equity securities that fund our deferred compensation plan and are classified in other assets. We also had corresponding deferred compensation plan liabilities of $1.7 million and $1.6 million at April 2, 2016 and January 2, 2016, respectively, which are included in other long-term 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. Marketable Debt Securities

The following table sets forth our investments in marketable debt securities at January 2, 2016 (in thousands). We did not hold any marketable debt securities at April 2, 2016.
 
January 2, 2016
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
Corporate bonds
$
7,532

 
$
—

 
$
(19
)
 
$
7,513

Municipal bonds
5,114

 
—

 
(3
)
 
5,111

U.S. Agency bonds
2,497

 
—

 
(1
)
 
2,496

 
$
15,143

 
$
—

 
$
(23
)
 
$
15,120


Maturities of marketable debt securities were as follows (in thousands):
 
 
 
January 2, 2016
 
 
 
 
 
Amortized
Cost
 
Fair
Value
Marketable debt securities – current (due in less than one year)
 
 
 
 
$
6,575

 
$
6,567

Marketable debt securities – non-current (due in one to two years)
 
 
 
 
8,568

 
8,553

 
 
 
 
 
$
15,143

 
$
15,120


During the three months ended April 2, 2016 and April 4, 2015, we received proceeds of $15.1 million and $16.2 million, respectively, from marketable debt securities.


8


SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)



4. Inventories

Inventories consisted of the following (in thousands):
 
April 2,
2016
 
January 2,
2016
Raw materials
$
6,578

 
$
9,349

Work in progress
47

 
48

Finished goods
74,342

 
77,203

 
$
80,967

 
$
86,600


5. Goodwill and Intangible Assets

Goodwill and Indefinite-Lived Intangible Assets

At both April 2, 2016 and January 2, 2016, our condensed consolidated balance sheets included goodwill of $64.0 million and indefinite-lived trade name/trademarks of $1.4 million.

Definite-Lived Intangible Assets
 
The following table provides the gross carrying amount and related accumulated amortization of our definite-lived intangible assets (in thousands):
 
April 2, 2016
 
January 2, 2016
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Gross Carrying
Amount
 
Accumulated
Amortization
Developed technologies
$
18,851

 
$
2,889

 
$
18,851

 
$
2,342

Customer relationships
2,413

 
1,106

 
2,413

 
1,020

Trade names/trademarks
101

 
101

 
101

 
101

 
$
21,365

 
$
4,096

 
$
21,365

 
$
3,463


Amortization expense for the three months ended April 2, 2016 and April 4, 2015, was $0.6 million and $0.2 million, respectively.

6. Credit Agreement
  
Our revolving credit facility, as amended, (Credit Agreement) is for general corporate purposes with net aggregate availability of $150 million. The Credit Agreement contains an accordion feature that allows us to increase the amount of the credit facility from $150 million up to $200 million in total availability, subject to Lenders' approval. The Credit Agreement matures in February 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 and a minimum interest coverage ratio. Under the terms of the Credit Agreement we pay a variable rate of interest and a commitment fee based on our leverage ratio. As of April 2, 2016, we had no outstanding borrowings or letters of credit and we were in compliance with all financial covenants.


9


SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)



7. Repurchase of Common Stock
   
Repurchases of our common stock were as follows (in thousands): 
 
 
Three Months Ended
 
 
April 2,
2016
 
April 4,
2015
Amount repurchased under Board-approved share repurchase program
 
$
50,000

 
$
20,007

Amount repurchased in connection with the vesting of employee restricted stock grants
 
1,240

 
468

Total amount repurchased
 
$
51,240

 
$
20,475

  
As of April 2, 2016, the remaining share repurchase authorization under our Board-approved share repurchase plan was $87 million. There is no expiration date governing the period over which we can repurchase shares. Any repurchased shares are constructively retired and returned to an unissued status. The cost of share repurchases is first charged to additional paid-in capital. Once additional paid-in capital is reduced to zero, any additional amounts are charged to retained earnings.

8. Stock-Based Compensation

Stock-based compensation expense consisted of the following (in thousands):
 
 
Three Months Ended
 
 
April 2,
2016
 
April 4,
2015
Stock options
 
$
615

 
$
644

Stock awards
 
3,151

 
2,138

Total stock-based compensation expense
 
3,766

 
2,782

Income tax benefit
 
1,299

 
960

Total stock-based compensation expense, net of tax
 
$
2,467

 
$
1,822

 
9. 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 calendar quarter, we may make a discretionary contribution equal to a percentage of the employee’s contribution. During the three months ended April 2, 2016 and April 4, 2015, our contributions, net of forfeitures, were $1.3 million and $1.2 million, respectively.

10. Other (Expense) Income, Net

Other (expense) income, net, consisted of the following (in thousands):
 
Three Months Ended
 
April 2,
2016
 
April 4,
2015
Interest expense
$
(106
)
 
$
(10
)
Interest income
9

 
163

Other (expense) income, net
$
(97
)
 
$
153



10


SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)



11. Net Income per Common Share

The components of basic and diluted net income per share were as follows (in thousands, except per share amounts):
 
Three Months Ended
 
April 2,
2016
 
April 4,
2015
Net income
$
12,969

 
$
28,799

 
 
 
 
Reconciliation of weighted-average shares outstanding:
 
 
 

Basic weighted-average shares outstanding
48,100

 
52,346

Dilutive effect of stock-based awards
745

 
980

Diluted weighted-average shares outstanding
48,845

 
53,326

 
 
 
 
Net income per share – basic
$
0.27

 
$
0.55

Net income per share – diluted
$
0.27

 
$
0.54

Anti-dilutive stock-based awards excluded from the calculations of diluted net income per share calculations were immaterial for the periods presented.

12. Commitments and Contingencies

Sales Returns
   
The activity in the sales returns liability account was as follows (in thousands):
 
Three Months Ended
 
April 2,
2016
 
April 4,
2015
Balance at beginning of year
$
20,562

 
$
15,262

Additions that reduce net sales
23,636

 
23,077

Deductions from reserves
(21,288
)
 
(23,174
)
Balance at end of period
$
22,910

 
$
15,165


Warranty Liabilities
   
The activity in the accrued warranty liabilities account was as follows (in thousands): 
 
Three Months Ended
 
April 2,
2016
 
April 4,
2015
Balance at beginning of year
$
10,028

 
$
5,824

Additions charged to costs and expenses for current-year sales
3,585

 
3,008

Deductions from reserves
(3,272
)
 
(2,318
)
Changes in liability for pre-existing warranties during the current year, including expirations
(574
)
 
211

Balance at end of period
$
9,767

 
$
6,725


11


SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)



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 generally accepted accounting principles in the United States, we record a liability in our consolidated financial statements with respect to any of these matters when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. With respect to currently pending legal proceedings, we have not established an estimated range of reasonably possible additional losses either because we believe that we have valid defenses to claims asserted against us or the proceeding has not advanced to a stage of discovery that would enable us to establish an estimate. We currently do not expect the outcome of these matters 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 December 4, 2015, Saeid Azimpour, a consumer, filed a purported class-action lawsuit in U.S. District Court in Minnesota alleging he was fraudulently induced to purchase a down alternative pillow at a Sleep Number store based on signage that indicated that the pillow was 50% off. Plaintiff alleges that the price he paid for the pillow was not truly 50% off the price at which Sleep Number previously sold the pillow. Plaintiff asserts 10 causes of action including consumer fraud, unlawful trade practices, deceptive trade practices under Minnesota law, violation of the Minnesota false advertising law, unjust enrichment, violation of the California unfair competition law, violation of the California false advertising law and violation of the California remedies act. Plaintiff seeks to represent all individuals who “purchased one or more items from the Company advertised or priced at a discount from the original retail price at any time between December 1, 2011 and present.” Plaintiff seeks injunctive relief, damages, disgorgement and attorneys’ fees. We believe the claims asserted in this lawsuit are without merit and we intend to vigorously defend this case.

12

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 financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in seven sections:
  
•
Risk Factors
•
Overview
•
Results of Operations
•
Liquidity and Capital Resources
•
Non-GAAP Data
•
Off-Balance-Sheet Arrangements and Contractual Obligations
•
Critical Accounting Policies
  
Risk Factors
  
The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements and the Notes thereto included herein. This quarterly report on Form 10-Q 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;
•
The effectiveness of our marketing messages;
•
The efficiency of our advertising and promotional efforts;
•
Our ability to execute our Company-Controlled distribution strategy;
•
Our ability to achieve and maintain acceptable levels of product and service quality, and acceptable product return and warranty claims rates;
•
Our ability to continue to improve and expand our product line;
•
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;
•
Availability of attractive and cost-effective consumer credit options;
•
Pending and unforeseen litigation and the potential for adverse publicity associated with litigation;
•
Our “just-in-time” manufacturing processes with minimal levels of inventory, which may leave us vulnerable to shortages in supply;
•
Our dependence on significant suppliers and our ability to maintain relationships with key suppliers, including several sole-source suppliers;
•
The vulnerability of key suppliers to recessionary pressures, labor negotiations, liquidity concerns or other factors;
•
Rising commodity costs and other inflationary pressures;
•
Risks inherent in global sourcing activities;
•
Risks of disruption in the operation of either of our two main manufacturing facilities;
•
Increasing government regulations, which have added or may add cost pressures or process changes to ensure compliance;
•
The adequacy of our management information systems to meet the evolving needs of our business and to protect sensitive data from potential cyber threats;
•
The costs, distractions and potential disruptions to our business related to upgrading our management information systems;
•
Our ability to attract, retain and motivate qualified management, executive and other key employees, including qualified retail sales professionals and managers; and
•
Uncertainties arising from global events, such as terrorist attacks or a pandemic outbreak, or the threat of such events.
  
Additional information concerning these and other risks and uncertainties is contained under the caption “Risk Factors” in our Annual Report on Form 10-K.

We have no obligation to publicly update or revise any of the forward-looking statements contained in this quarterly report on Form 10-Q.

13

Overview

Business Overview

We offer consumers high-quality, innovative and individualized sleep solutions and services, which include a complete line of SLEEP NUMBER® beds and bedding accessories. Our business has three significant competitive advantages: proprietary sleep innovations, ongoing customer relationships and exclusive distribution.

We have a vertically integrated business model and are the exclusive designer, manufacturer, marketer, retailer and servicer of a complete line of Sleep Number® beds. Only the Sleep Number bed offers SleepIQ® technology - proprietary sensor technology that works directly with the bed’s DualAir™ system to track and monitor each individual’s sleep. SleepIQ technology communicates how you slept and what adjustments you can make to optimize your sleep and improve your daily life. Sleep Number also offers a full line of exclusive sleep products, including FlextFit™ adjustable bases and Sleep Number® pillows, sheets and other bedding products.
 
We are committed to delivering superior shareholder value through three primary drivers of earnings per share growth: increasing demand, leveraging our business model and deploying our capital efficiently. We are the sleep innovation leader and drive growth through effective brand marketing and a differentiated retail experience.

We generate revenue by marketing our innovations to new and existing customers, and selling products through two distribution channels. Our Company-Controlled channel, which includes Retail, Direct Marketing and E-Commerce, sells directly to consumers. Our Wholesale/Other channel sells to and through selected retail and wholesale customers in the United States and the QVC shopping channel.

We are also the only vertically integrated manufacturer/retailer in the industry. We have two manufacturing plants that distribute Sleep Number products. We also offer mattress home delivery and installation, and maintain an in-house customer service department. This integration enables operational synergies and efficiencies, and a strong working capital position. Vertical integration allows us to build a long-term loyal customer relationship as we service the consumer through the full purchase and ownership cycle. This relationship with our customer creates a productive cycle of repeat and referral business.

Mission and Vision

Our mission is to improve lives by individualizing sleep experiences.

Our vision is to become one of the world's most beloved brands by delivering an unparalleled sleep experience. We plan to achieve this by offering benefit-driven, innovative sleep solutions to our customers through an unmatched retail experience and a carefree ownership experience.

Results of Operations

Quarterly and Annual Results

Quarterly and annual operating results may fluctuate significantly as a result of a variety of factors, including increases or decreases in sales, the timing, amount and effectiveness of advertising expenditures, changes in sales return rates or warranty experience, timing of investments in growth initiatives and infrastructure, timing of store openings/closings and related expenses, changes in net sales resulting from changes in our store base, the timing of new product introductions, the timing of promotional offerings, competitive factors, changes in commodity costs, any disruptions in supplies or third-party service providers, seasonality of retail and bedding industry sales, consumer confidence and general economic conditions. Therefore, our historical results of operations may not be indicative of the results that may be achieved for any future period.

Highlights

Financial highlights for the period ended April 2, 2016 were as follows:

•
In the fourth quarter 2015, we replaced our nearly 20-year-old legacy computer systems with a new vertically-integrated Enterprise Resource Planning (ERP) system. We experienced technical and operational issues in our plants and supply chain as we ramped up the new system, which led to delivery delays and inconveniences for our customers. During the first quarter 2016, we continued to make progress resolving technical and operational issues associated with the ERP implementation, with the

14

completion of our implementation by quarter end. The system is effectively operating at normal service levels across our vertical enterprise.
•
Net sales for the quarter increased 1% to $353 million, compared with $350 million for the same period one year ago. The sales increase was driven by 5 percentage points of growth from sales generated by 34 net new stores opened in the past 12 months, partially offset by a 4% comparable sales decline in our Company-Controlled channel.
•
Sales per store (for stores open at least one year), on a trailing twelve-month basis for the period ended April 2, 2016, were $2.4 million, in line with the prior-year trailing twelve-month period.
•
Operating income for the quarter decreased to $20 million, or 5.6% of net sales, compared with $44 million, or 12.5% of net sales, for the same period one year ago. The decrease in operating income was attributable to: (i) increases in cost of sales and operating expenses related to execution inefficiencies associated with our ERP implementation; (ii) $4.3 million of additional research and development expenses to support the advancement of our product innovation pipeline (including $3.3 million of expenses related to SleepIQ LABS' operations that was acquired on September 15, 2015); and (iii) increases in miscellaneous other operating expenses to support the growth of the business, including incremental depreciation expense related to our new ERP system.
•
Net income for the quarter decreased to $13 million, or $0.27 per diluted share, compared with net income of $29 million, or $0.54 per diluted share, for the same period one year ago.
•
Cash provided by operating activities totaled $64 million for the three months ended April 2, 2016, compared with $49 million for the same period one year ago.
•
At April 2, 2016, cash and cash equivalents totaled $30 million and there were no borrowings under our revolving credit facility.
•
In the first quarter of 2016, we repurchased 2,637,400 shares of our common stock under our Board-approved share repurchase program at a cost of $50 million (an average of $18.96 per share) compared with $20 million in the first quarter of 2015. As of April 2, 2016, the remaining authorization under our Board-approved share repurchase program was $87 million.

The following table sets forth our results of operations expressed as dollars and percentages of net sales. Figures are in millions, except percentages and per share amounts. Amounts may not add due to rounding differences.
 
 
Three Months Ended
 
 
April 2,
2016
 
April 4,
2015
Net sales
 
$
353.0

 
100.0
 %
 
$
349.8

 
100.0
%
Cost of sales
 
143.9

 
40.8
 %
 
134.0

 
38.3
%
Gross profit
 
209.1

 
59.2
 %
 
215.8

 
61.7
%
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
Sales and marketing
 
150.7

 
42.7
 %
 
140.5

 
40.2
%
General and administrative
 
30.9

 
8.8
 %
 
28.3

 
8.1
%
Research and development
 
7.6

 
2.2
 %
 
3.4

 
1.0
%
Total operating expenses
 
189.2

 
53.6
 %
 
172.1

 
49.2
%
Operating income
 
19.9

 
5.6
 %
 
43.7

 
12.5
%
Other (expense) income, net
 
(0.1
)
 
0.0
 %
 
0.2

 
0.0
%
Income before income taxes
 
19.8

 
5.6
 %
 
43.9

 
12.5
%
Income tax expense
 
6.8

 
1.9
 %
 
15.1

 
4.3
%
Net income
 
$
13.0

 
3.7
 %
 
$
28.8

 
8.2
%
 
 
 
 
 
 
 
 
 
Net income per share:
 
 

 
 

 
 

 
 

Basic
 
$
0.27

 
 

 
$
0.55

 
 
Diluted
 
$
0.27

 
 

 
$
0.54

 
 
 
 
 
 
 
 
 
 
 
Weighted-average number of common shares:
 
 

 
 
 
 
Basic
 
48.1

 
 

 
52.3

 
 
Diluted
 
48.8

 
 

 
53.3

 
 


15

The percentage of our total net sales, by dollar volume, from each of our channels was as follows:
 
 
Three Months Ended
 
 
April 2,
2016
 
April 4,
2015
Company-Controlled channel
 
97.3
%
 
97.5
%
Wholesale/Other channel
 
2.7
%
 
2.5
%
Total
 
100.0
%
 
100.0
%

The components of total net sales growth, including comparable net sales changes, were as follows: 
 
 
Three Months Ended
 
 
April 2,
2016
 
April 4,
2015
Sales change rates:
 
 
 
 
Retail comparable-store sales(1)
 
(4
%)
 
22
%
E-Commerce and Direct
 
8
%
 
17
%
Company-Controlled comparable sales change
 
(4
%)
 
22
%
Net store openings/closings
 
5
%
 
6
%
Total Company-Controlled channel
 
1
%
 
28
%
Wholesale/Other channel
 
10
%
 
(19
%)
Total net sales change
 
1
%
 
27
%
 
(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
 
 
April 2,
2016
 
April 4,
2015(3)
Average sales per store ($ in thousands)(1)
 
$
2,363

 
$
2,424

Average sales per square foot(1)
 
$
960

 
$
1,038

Stores > $1 million in net sales(1)
 
98
%
 
99
%
Stores > $2 million in net sales(1)
 
61
%
 
63
%
Average revenue per mattress unit – Company-Controlled channel(2)
 
$
3,978

 
$
3,923

 
(1) Trailing twelve months for stores included in our comparable store sales calculation.
(2) Represents Company-Controlled channel total net sales divided by Company-Controlled channel mattress units.
(3) Fiscal 2014 included 53 weeks, as compared to 52 weeks in fiscal 2016 and 2015. The additional week in 2014 was in the fiscal fourth quarter. Company-Controlled comparable sales metrics 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
 
 
April 2,
2016
 
April 4,
2015
Beginning of period
 
488

 
463

Opened
 
14

 
8

Closed
 
(5
)
 
(8
)
End of period
 
497

 
463



16

Comparison of Three Months Ended April 2, 2016 with Three Months Ended April 4, 2015

Enterprise Resource Planning (ERP) system
In the fourth quarter 2015, we replaced our nearly 20-year-old legacy computer systems with a new vertically-integrated Enterprise Resource Planning (ERP) system. We experienced technical and operational issues in our plants and supply chain as we ramped up the new system, which led to delivery delays and inconveniences for our customers. During the first quarter 2016, we continued to make progress resolving technical and operational issues associated with the ERP implementation, with the completion of our implementation by quarter end. The system is effectively operating at normal service levels across our vertical enterprise.
Net sales
Net sales increased 1% to $353 million for the three months ended April 2, 2016, compared with $350 million for the same period one year ago. The sales increase was driven by 4 percentage points (ppt.) of growth from sales generated by 34 net new stores opened in the past 12 months, offset by a 4% comparable sales decrease in our Company-Controlled channel. Net sales for the three months ended April 2, 2016 benefited from the reduction of our fourth quarter 2015 ending order backlog, offset by sales pressures from elevated order cancellations, customer appeasements and higher than normal sales returns resulting from our ERP implementation challenges.
 
The $3 million net sales increase compared with the same period one year ago was comprised of the following: (i) a $14 million increase resulting from net store openings; (ii) a $1 million increase in Wholesale/Other channel sales; partially offset by (iii) a $12 million decrease in sales from our Company-Controlled comparable retail stores. Company-Controlled mattress unit sales decreased 1% compared to the prior-year period. Average revenue per mattress unit in our Company-Controlled channel increased by 1% to $3,978.

Gross profit
Gross profit of $209 million decreased by $7 million, or 3%, compared with the same period one year ago. The gross profit rate was 59.2% of net sales for the three months ended April 2, 2016, compared with 61.7% for the prior-year period. The 2.5 ppt. decrease in the gross profit rate was primarily due to: (i) appeasements, labor inefficiencies, increased material costs and excess freight from actions taken to manage operating issues resulting from our ERP implementation; and (ii) higher sales return costs. In addition, our gross profit rate can fluctuate from quarter to quarter due to a variety of other factors, including raw material price fluctuations, warranty expenses and performance-based incentive compensation.

Sales and marketing expenses
Sales and marketing expenses for the three months ended April 2, 2016 increased to $151 million, or 42.7% of net sales, compared with $141 million, or 40.2% of net sales, for the same period one year ago. The 2.5 ppt. increase in the sales and marketing expense rate in the current period was mainly due to: (i) an increase in customer financing expenses, as a larger percentage of our customers took advantage of promotional financing offers; (ii) the deleveraging impact from the 4% comparable sales decline; and (iii) higher customer service costs resulting from our ERP implementation challenges.

General and administrative expenses
General and administrative (G&A) expenses increased $3 million to $31 million for the three months ended April 2, 2016, compared with $28 million in the same period one year ago, and increased to 8.8% of net sales, compared with 8.1% of net sales last year. The increase in G&A expenses was primarily due to: (i) a $2.4 million increase in employee compensation, including incremental compensation costs to support our strategic growth drivers; and (ii) $2.4 million of additional depreciation expenses resulting from the increase in capital expenditures to support the growth of the business, including our new ERP system which was launched in the fourth quarter of 2015; partially offset by (iii) a $2.1 million decrease in miscellaneous other expenses, including costs associated with proxy preparation, filing and consulting services. The G&A expense rate increased by 0.7 ppt. in the current period compared with the same period one year ago due to the items discussed above.

Research and development expenses
Research and development (R&D) expenses for the three months ended April 2, 2016 were $7.6 million, or 2.2% of net sales, compared with $3.4 million, or 1.0% of net sales, for the same period one year ago. The $4.3 million increase in R&D expenses was due to increased investments to support product innovations, including $3.3 million of expenses related to SleepIQ LABS' operations (acquired on September 15, 2015). The $4.3 million increase is consistent with our long-term consumer innovation strategy.



17

Liquidity and Capital Resources

As of April 2, 2016, cash and cash equivalents totaled $30 million compared with cash, cash equivalents and marketable debt securities of $36 million as of January 2, 2016. The $7 million decrease was primarily due to $64 million of cash provided by operating activities, which was more than offset by $12 million of cash used to purchase property and equipment, $51 million of cash used to repurchase our common stock ($50.0 million under our Board-approved share repurchase program and $1.2 million in connection with the vesting of employee restricted stock grants) and a $7 million net decrease in short-term borrowings.

The following table summarizes our cash flows (dollars in millions). Amounts may not add due to rounding differences:
 
 
Three Months Ended
 
 
April 2,
2016
 
April 4,
2015
Total cash provided by (used in):
 
 
 
 
Operating activities
 
$
64.0

 
$
48.9

Investing activities
 
2.8

 
(19.7
)
Financing activities
 
(58.3
)
 
(34.8
)
Net increase (decrease) in cash and cash equivalents
 
$
8.5

 
$
(5.6
)
 
Cash provided by operating activities for the three months ended April 2, 2016 was $64 million compared with $49 million for the three months ended April 4, 2015. Significant components of the year-over-year change in cash provided by operating activities included: (i) a $16 million decrease in net income for the three months ended April 2, 2016 compared with the same period one year ago; (ii) a $20 million fluctuation in accrued compensation and benefits which primarily resulted from year-over-year changes in company-wide performance-based incentive compensation that was earned in 2014 and paid in the first quarter of 2015, compared with no company-wide incentive compensation earned in 2015 and paid in the first quarter of 2016; and (iii) the ERP implementation issues we experienced in our plants and supply chain during the fourth quarter of 2015 that resulted in higher inventory levels, increased accounts receivables, increased accounts payables and higher customer prepayments at the end of 2015.
 
Net cash provided by investing activities was $3 million for the three months ended April 2, 2016, compared with net cash used in investing activities of $20 million for the same period one year ago. Investing activities for the current-year period included $12 million of property and equipment purchases, compared with $18 million for the same period one year ago. On a net basis, we decreased our investments in marketable debt securities by $15 million during the three months ended April 2, 2016, compared with a net increase of $2 million during the comparable period one year ago.

Net cash used in financing activities was $58 million for the three months ended April 2, 2016, compared with $35 million for the same period one year ago. During the three months ended April 2, 2016, we repurchased $51.2 million of our stock ($50.0 million under our Board-approved share repurchase program and $1.2 million in connection with the vesting of employee restricted stock grants) compared with $20.5 million ($20.0 million under our Board-approved share repurchase program and $0.5 million in connection with the vesting of employee restricted stock grants) during the same period one year ago. Changes in book overdrafts are included in the net change in short-term borrowings. Financing activities for both periods reflect the vesting of employee restricted stock awards and exercise of employee stock options along with the associated excess tax benefits.

Under the Board-approved share repurchase program, we repurchased 2,637,400 shares at a cost of $50 million (an average of $18.96 per share) during the three months ended April 2, 2016. During the three months ended April 4, 2015, we repurchased 635,652 shares at a cost of $20 million (an average of $31.48 per share). As of April 2, 2016, the remaining share repurchase authorization under our Board-approved share repurchase plan was $87 million. There is no expiration date governing the period over which we can repurchase shares.

Our revolving credit facility (Credit Agreement) is for general corporate purposes with net aggregate availability of $150 million. The Credit Agreement contains an accordion feature that allows us to increase the amount of the credit facility from $150 million up to $200 million in total availability, subject to Lenders' approval. The Credit Agreement matures in February 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 and a minimum interest coverage ratio. Under the terms of the Credit Agreement we pay a variable rate of interest and a commitment fee based on our leverage ratio. As of April 2, 2016, we had no outstanding borrowings or letters of credit and we were in compliance with all financial covenants.


18

Our business model, which can operate with minimal working capital, does not require additional capital from external sources to fund operations or organic growth. The $30 million of cash and cash equivalents, 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.

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 certain financial covenants, including a maximum leverage ratio and a minimum interest coverage ratio. As of April 2, 2016 we were in compliance with all financial covenants.

Under the terms of the Synchrony Agreement, Synchrony Bank sets the minimum acceptable credit ratings, the interest rates, fees and all other terms and conditions of the customer accounts, including collection policies and procedures, and is the owner of the accounts.

Non-GAAP Data

Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)
 
We define earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) as net income plus: income tax expense, interest expense, depreciation and amortization, stock-based compensation and asset impairments. Management believes Adjusted EBITDA is a useful indicator of our financial performance and our ability to generate cash from operating activities. Our definition of Adjusted EBITDA may not be comparable to similarly titled definitions used by other companies. The table below reconciles Adjusted EBITDA, which is a non-GAAP financial measure, to the comparable GAAP financial measure.

Our Adjusted EBITDA calculations are as follows (dollars in thousands):
 
 
Three Months Ended
 
Trailing-Twelve
Months Ended
 
 
April 2,
2016
 
April 4,
2015
 
April 2,
2016
 
April 4,
2015
Net income
 
$
12,969

 
$
28,799

 
$
34,689

 
$
79,781

Income tax expense
 
6,832

 
15,079

 
16,664

 
40,301

Interest expense
 
106

 
10

 
256

 
53

Depreciation and amortization
 
13,757

 
10,544

 
50,129

 
40,426

Stock-based compensation
 
3,766

 
2,782

 
11,274

 
9,688

Asset impairments
 
15

 
209

 
67

 
703

Adjusted EBITDA
 
$
37,445

 
$
57,423

 
$
113,079

 
$
170,952


Free Cash Flow
 
Our “free cash flow” data is considered a non-GAAP financial measure and is not in accordance with, or preferable to, “net cash provided by operating activities,” or GAAP financial data. However, we are providing this information as we believe it facilitates analysis for investors and financial analysts.
 
The following table summarizes our free cash flow calculations (dollars in thousands): 
 
 
Three Months Ended
 
Trailing-Twelve
Months Ended
 
 
April 2,
2016
 
April 4,
2015
 
April 2,
2016
 
April 4,
2015
Net cash provided by operating activities
 
$
63,981

 
$
48,864

 
$
123,059

 
$
154,468

Subtract: Purchases of property and equipment
 
12,289

 
17,796

 
80,079

 
77,730

Free cash flow
 
$
51,692

 
$
31,068

 
$
42,980

 
$
76,738


19

Non-GAAP Data (continued)

Return on Invested Capital (ROIC)
(dollars in thousands)
  
ROIC is a financial measure we use to determine how efficiently we deploy our capital. It quantifies the return we earn on our invested capital. Management believes ROIC is also a useful metric for investors and financial analysts. We compute ROIC as outlined below. Our definition and calculation of ROIC may not be comparable to similarly titled definitions and calculations used by other companies. The tables below reconcile net operating profit after taxes (NOPAT) and total invested capital, which are non-GAAP financial measures, to the comparable GAAP financial measures:
 
 
Trailing-Twelve
Months Ended
 
 
April 2,
2016
 
April 4,
2015
Net operating profit after taxes (NOPAT)
 
 
 
 
Operating income
 
$
51,270

 
$
119,669

Add: Rent expense(1)
 
63,204

 
59,592

Add: Interest income
 
340

 
466

Less: Depreciation on capitalized operating leases(2)
 
(16,501
)
 
(14,761
)
Less: Income taxes(3)
 
(31,992
)
 
(55,697
)
NOPAT
 
$
66,321

 
$
109,269

 
 
 
 
 
Average invested capital
 
 
 
 
Total equity
 
$
187,184

 
$
270,254

Less: Cash greater than target(4)
 
—

 
(36,125
)
Add: Long-term debt(5)
 
—

 
—

Add: Capitalized operating lease obligations(6)
 
505,632

 
476,736

Total invested capital at end of period
 
$
692,816

 
$
710,865

Average invested capital(7)
 
$
729,234

 
$
661,708

Return on invested capital (ROIC)(8)
 
9.1
%
 
16.5
%
___________________
(1) Rent expense is added back to operating income to show the impact of owning versus leasing the related assets.

(2) Depreciation is based on the average of the last five fiscal quarters' ending capitalized operating lease obligations (see note 6) for the respective reporting periods with an assumed thirty-year useful life. This 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 32.5% and 33.8% for 2016 and 2015, respectively.

(4) Cash greater than target is defined as cash, cash equivalents and marketable debt securities less customer prepayments in excess of $100 million.

(5) Long-term debt includes existing capital lease obligations, if applicable.

(6) 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.

(7) Average invested capital represents the average of the last five fiscal quarters' ending invested capital balances.

(8) ROIC equals NOPAT divided by average invested capital.
  
Note - Our ROIC calculation and data are considered non-GAAP financial measures and are not in accordance with, or preferable to, GAAP financial data. However, we are providing this information as we believe it facilitates analysis of the Company's financial performance by investors and financial analysts.
  
GAAP - generally accepted accounting principles in the U.S.


20

Off-Balance-Sheet Arrangements and Contractual Obligations

As of April 2, 2016, we were not involved in any unconsolidated special purpose entity transactions. Other than our operating leases, we do not have any off-balance-sheet financing. There were no outstanding letters of credit at April 2, 2016.

There has been no material change in our contractual obligations since the end of fiscal 2015. See Note 6, 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 January 2, 2016 for additional information regarding our other contractual obligations.

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 January 2, 2016. There were no significant changes in our critical accounting policies since the end of fiscal 2015.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Changes in the overall level of interest rates affect interest income generated from our cash and cash equivalents. If overall interest rates were one percentage point lower than current rates, our annual interest income would not change by a significant amount based on our cash and cash equivalents as of April 2, 2016 and the current low interest-rate environment. We do not manage our investment interest-rate volatility risk through the use of derivative instruments.

As of April 2, 2016, we had no borrowings under our revolving credit facility.
 
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 chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the fiscal quarter ended April 2, 2016, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved from time to time in various legal proceedings arising in the ordinary course of our business, including primarily commercial, product liability, employment and intellectual property claims. In accordance with generally accepted accounting principles in the United States, we record a liability in our consolidated financial statements with respect to any of these matters when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. With respect to currently pending legal proceedings, we have not established an estimated range of reasonably possible additional losses either because we believe that we have valid defenses to claims asserted against us or the proceeding has not advanced to a stage of discovery that would enable us to establish an estimate. We currently do not expect the outcome of these matters 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 December 4, 2015, Saeid Azimpour, a consumer, filed a purported class-action lawsuit in U.S. District Court in Minnesota alleging he was fraudulently induced to purchase a down alternative pillow at a Sleep Number store based on signage that indicated that the pillow was 50% off. Plaintiff alleges that the price he paid for the pillow was not truly 50% off the price at which Sleep Number previously sold the pillow. Plaintiff asserts 10 causes of action including consumer fraud, unlawful trade practices, deceptive trade practices under Minnesota law, violation of the Minnesota false advertising law, unjust enrichment, violation of the California unfair competition law, violation of the California false advertising law and violation of the California remedies act. Plaintiff seeks to represent all individuals who “purchased one or more items from the Company advertised or priced at a discount from the original retail price at any time between December 1, 2011 and present.” Plaintiff seeks injunctive relief, damages, disgorgement and attorneys’ fees. We believe the claims asserted in this lawsuit are without merit and we intend to vigorously defend this case.

ITEM 1A. RISK FACTORS

Our business, financial condition and operating results are subject to a number of risks and uncertainties, including both those that are specific to our business and others that affect all businesses operating in a global environment. Investors should carefully consider the information in this report under the heading, “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.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) – (b)
Not applicable.
(c)
Issuer Purchases of Equity Securities
Fiscal Period
 
Total
Number
of Shares
   Purchased(1)(2)
 
Average
Price
Paid
per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
 
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(3)
January 3, 2016 through January 30, 2016
 
770,022

 
$
19.91

 
768,340

 
$
121,242,000

January 31, 2016 through February 27, 2016
 
853,896

 
18.24

 
837,250

 
105,957,000

February 28, 2016 through April 2, 2016
 
1,079,801

 
18.83

 
1,031,810

 
86,542,000

Total
 
2,703,719

 
$
18.95

 
2,637,400

 
$
86,542,000

 
(1) 
Under the current Board-approved $250 million share repurchase program, we repurchased 2,637,400 shares of our common stock at a cost of $50.0 million (based on trade dates) during the three months ended April 2, 2016.
(2) 
In connection with the vesting of employee restricted stock grants, we also repurchased 66,319 shares of our common stock at a cost of $1.2 million during the three months ended April 2, 2016.
(3) 
There is no expiration date governing the period over which we can repurchase shares under our Board-approved $250 million share repurchase program (increased to $250 million as of September 17, 2014). Any repurchased shares are constructively retired and returned to an unissued status.


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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.




ITEM 6. EXHIBITS

Exhibit
Number
 
Description
 
Method of Filing
10.1
 
First Amendment Agreement to Credit and Security Agreement dated as of September 9, 2015 by and among Select Comfort Corporation, KeyBank National Association, as Administrative Agent, Swing Line Lender and Issuing Lender, and the other financial institutions from time to time party thereto

 
Incorporated by reference to Exhibit 10.1 contained in Select Comfort's Current Report on Form 8-K filed February 25, 2016
31.1
 
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Filed herewith
31.2
 
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Filed herewith
32.1
 
Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
 
Furnished herewith
32.2
 
Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
 
Furnished herewith
101
 
The following financial information from the Company's Quarterly Report on Form 10-Q for the period ended April 2, 2016, filed with the SEC on May 9, 2016, formatted in eXtensible Business Reporting Language: (i) Condensed Consolidated Balance Sheets as of April 2, 2016 and January 2, 2016; (ii) Condensed Consolidated Statements of Operations for the three months ended April 2, 2016 and April 4, 2015; (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended April 2, 2016 and April 4, 2015; (iv) Condensed Consolidated Statement of Shareholders' Equity for the three months ended April 2, 2016; (v) Condensed Consolidated Statements of Cash Flows for the three months ended April 2, 2016 and April 4, 2015; and (vi) Notes to Condensed Consolidated Financial Statements.
 
Filed herewith



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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
SELECT COMFORT CORPORATION
 
 
 
(Registrant)
 
 
 
 
 
Dated:
May 9, 2016
By:
 
/s/ Shelly R. Ibach
 
 
 
 
 
Shelly R. Ibach
 
 
 
 
 
Chief Executive Officer
 
 
 
 
 
(principal executive officer)
 
 
 
 
 
 
 
 
 
By:
 
/s/ Robert J. Poirier
 
 
 
 
 
Robert J. Poirier
 
 
 
 
 
Chief Accounting Officer
 
 
 
 
 
(principal accounting officer)
 


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EXHIBIT INDEX
Exhibit
Number
 
Description
 
Method of Filing
10.1
 
First Amendment Agreement to Credit and Security Agreement dated as of September 9, 2015 by and among Select Comfort Corporation, KeyBank National Association, as Administrative Agent, Swing Line Lender and Issuing Lender, and the other financial institutions from time to time party thereto

 
Incorporated by reference to Exhibit 10.1 contained in Select Comfort's Current Report on Form 8-K filed February 25, 2016

31.1
 
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Filed herewith
31.2
 
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Filed herewith
32.1
 
Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
 
Furnished herewith
32.2
 
Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
 
Furnished herewith
101
 
The following financial information from the Company's Quarterly Report on Form 10-Q for the period ended April 2, 2016, filed with the SEC on May 9, 2016, formatted in eXtensible Business Reporting Language: (i) Condensed Consolidated Balance Sheets as of April 2, 2016 and January 2, 2016; (ii) Condensed Consolidated Statements of Operations for the three months ended April 2, 2016 and April 4, 2015; (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended April 2, 2016 and April 4, 2015; (iv) Condensed Consolidated Statement of Shareholders' Equity for the three months ended April 2, 2016; (v) Condensed Consolidated Statements of Cash Flows for the three months ended April 2, 2016 and April 4, 2015; and (vi) Notes to Condensed Consolidated Financial Statements.
 
Filed herewith



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