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 ~~October~~July 1, ~~2022~~2023


☐			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 ☒ 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 ☒ 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 ☒

As of ~~October~~July 1, ~~2022, 22,001,000~~2023, 22,214,000 shares of the registrant’s Common Stock were outstanding.

Table of contents

SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

INDEX


i \| 2Q 2022 FORM 10-Q						SLEEP NUMBER CORPORATION

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)


		October 1, 2022		January 1, 2022			July 1, 2023		December 31, 2022
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,348	$	2,389	Cash and cash equivalents	$	1,798	$	1,792
Accounts receivable, net of allowances of $1,508 and $924, respectively		26,747		25,718
Accounts receivable, net of allowances of $1,475 and $1,267, respectively						Accounts receivable, net of allowances of $1,475 and $1,267, respectively	24,102		26,005
Inventories	Inventories	113,554		105,644		Inventories	121,446		114,034

Prepaid expenses	Prepaid expenses	21,214		18,953		Prepaid expenses	21,029		16,006
Other current assets	Other current assets	34,803		54,917		Other current assets	40,142		39,921
Total current assets	Total current assets	197,666		207,621		Total current assets	208,517		197,758

Non-current assets:	Non-current assets:					Non-current assets:
Property and equipment, net	Property and equipment, net	199,917		195,128		Property and equipment, net	191,067		200,605
Operating lease right-of-use assets	Operating lease right-of-use assets	389,524		371,133		Operating lease right-of-use assets	399,989		397,755
Goodwill and intangible assets, net	Goodwill and intangible assets, net	68,666		70,468		Goodwill and intangible assets, net	67,086		68,065
Deferred income taxes	Deferred income taxes	6,267		—		Deferred income taxes	16,230		7,958
Other non-current assets	Other non-current assets	78,741		75,190		Other non-current assets	82,266		81,795
Total assets	Total assets	$	940,781	$	919,540	Total assets	$	965,155	$	953,936

Liabilities and Shareholders’ Deficit	Liabilities and Shareholders’ Deficit					Liabilities and Shareholders’ Deficit
Current liabilities:	Current liabilities:					Current liabilities:
Borrowings under revolving credit facility	Borrowings under revolving credit facility	$	406,300	$	382,500	Borrowings under revolving credit facility	$	483,800	$	459,600
Accounts payable	Accounts payable	199,154		162,547		Accounts payable	152,205		176,207
Customer prepayments	Customer prepayments	95,274		129,499		Customer prepayments	58,498		73,181
Accrued sales returns	Accrued sales returns	25,651		22,368		Accrued sales returns	25,476		25,594
Compensation and benefits	Compensation and benefits	27,339		51,240		Compensation and benefits	38,934		31,291
Taxes and withholding	Taxes and withholding	31,361		22,087		Taxes and withholding	23,356		23,622
Operating lease liabilities	Operating lease liabilities	77,243		72,360		Operating lease liabilities	82,439		79,533
Other current liabilities	Other current liabilities	60,949		64,177		Other current liabilities	57,054		60,785
Total current liabilities	Total current liabilities	923,271		906,778		Total current liabilities	921,762		929,813

Non-current liabilities:	Non-current liabilities:					Non-current liabilities:
Deferred income taxes		—		688

Operating lease liabilities	Operating lease liabilities	350,370		336,192		Operating lease liabilities	356,044		356,879
Other non-current liabilities	Other non-current liabilities	104,611		100,835		Other non-current liabilities	106,490		105,421
Total liabilities	Total liabilities	1,378,252		1,344,493		Total liabilities	1,384,296		1,392,113

Shareholders’ deficit:	Shareholders’ deficit:					Shareholders’ deficit:
Undesignated preferred stock; 5,000 shares authorized, no shares issued and outstanding	Undesignated preferred stock; 5,000 shares authorized, no shares issued and outstanding	—		—		Undesignated preferred stock; 5,000 shares authorized, no shares issued and outstanding
Common stock, $0.01 par value; 142,500 shares authorized, 22,001 and 22,683 shares issued and outstanding, respectively		220		227
Common stock, $0.01 par value; 142,500 shares authorized, 22,214 and 22,014 shares issued and outstanding, respectively						Common stock, $0.01 par value; 142,500 shares authorized, 22,214 and 22,014 shares issued and outstanding, respectively	222		220
Additional paid-in capital	Additional paid-in capital	458		3,971		Additional paid-in capital	11,997		5,182
Accumulated deficit	Accumulated deficit	(438,149)		(429,151)		Accumulated deficit	(431,360)		(443,579)
Total shareholders’ deficit	Total shareholders’ deficit	(437,471)		(424,953)		Total shareholders’ deficit	(419,141)		(438,177)
Total liabilities and shareholders’ deficit	Total liabilities and shareholders’ deficit	$	940,781	$	919,540	Total liabilities and shareholders’ deficit	$	965,155	$	953,936

See accompanying notes to condensed consolidated financial statements.


1 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

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SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited - in thousands, except per share amounts)


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021			July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Net sales	Net sales	$	540,566	$	640,393	$	1,616,769	$	1,692,965	Net sales	$	458,789	$	549,073	$	985,316	$	1,076,203
Cost of sales	Cost of sales	237,479		250,039		686,439		653,842		Cost of sales	194,544		224,128		410,806		448,960
Gross profit	Gross profit	303,087		390,354		930,330		1,039,123		Gross profit	264,245		324,945		574,510		627,243

Operating expenses:	Operating expenses:									Operating expenses:
Sales and marketing	Sales and marketing	239,656		255,512		700,405		685,123		Sales and marketing	197,779		220,490		428,267		460,749
General and administrative	General and administrative	36,003		47,676		116,049		131,488		General and administrative	39,795		38,727		79,196		80,046
Research and development	Research and development	14,786		14,431		46,908		43,633		Research and development	15,445		15,817		29,888		32,122
Total operating expenses	Total operating expenses	290,445		317,619		863,362		860,244		Total operating expenses	253,019		275,034		537,351		572,917
Operating income	Operating income	12,642		72,735		66,968		178,879		Operating income	11,226		49,911		37,159		54,326
Interest expense, net	Interest expense, net	5,606		1,816		11,352		4,400		Interest expense, net	9,948		3,619		19,050		5,746
Income before income taxes	Income before income taxes	7,036		70,919		55,616		174,479		Income before income taxes	1,278		46,292		18,109		48,580
Income tax expense	Income tax expense	2,003		17,198		13,576		31,874		Income tax expense	524		11,359		5,890		11,573
Net income	Net income	$	5,033	$	53,721	$	42,040	$	142,605	Net income	$	754	$	34,933	$	12,219	$	37,007

Basic net income per share:	Basic net income per share:									Basic net income per share:
Net income per share – basic	Net income per share – basic	$	0.23	$	2.29	$	1.87	$	5.84	Net income per share – basic	$	0.03	$	1.56	$	0.55	$	1.64
Weighted-average shares – basic	Weighted-average shares – basic	22,218		23,464		22,444		24,404		Weighted-average shares – basic	22,460		22,355		22,378		22,558

Diluted net income per share:	Diluted net income per share:									Diluted net income per share:
Net income per share – diluted	Net income per share – diluted	$	0.22	$	2.22	$	1.83	$	5.63	Net income per share – diluted	$	0.03	$	1.54	$	0.54	$	1.60
Weighted-average shares – diluted	Weighted-average shares – diluted	22,573		24,233		22,959		25,324		Weighted-average shares – diluted	22,502		22,713		22,543		23,152

See accompanying notes to condensed consolidated financial statements.


2 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

Table of contents

SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Deficit

(unaudited - in thousands)


		Common Stock			Additional Paid-in Capital				Accumulated Deficit					Total			Common Stock				Additional Paid-in Capital			Accumulated Deficit			Total
		Shares	Amount										Shares					Amount
Balance at January 1, 2022		22,683	$	227			$	3,971			$	(429,151)					$	(424,953)
Balance at December 31, 2022																Balance at December 31, 2022	22,014		$	220		$	5,182		$	(443,579)		$	(438,177)
Net income	Net income	—	—		—				2,074					2,074		Net income	—		—		—			11,465			11,465
Exercise of common stock options	Exercise of common stock options	21	—		531				—					531		Exercise of common stock options	17		—		389			—			389
Stock-based compensation	Stock-based compensation	341	3		4,130				—					4,133		Stock-based compensation	271		3		4,636			—			4,639
Repurchases of common stock	Repurchases of common stock	(813)	(8)		(8,632)				(42,358)					(50,998)		Repurchases of common stock	(118)		(1)		(3,362)			—			(3,363)
Balance at April 2, 2022		22,232	$	222	$	—			$	(469,435)				$	(469,213)
Balance at April 1, 2023																Balance at April 1, 2023	22,184		$	222	$	6,845		$	(432,114)		$	(425,047)
Net income	Net income	—	—		—				34,933					34,933		Net income	—		—		—			754			754
Exercise of common stock options	Exercise of common stock options	2	—		54				—					54		Exercise of common stock options	3		—		39			—			39
Stock-based compensation	Stock-based compensation	26	1		3,909				—					3,910		Stock-based compensation	33		—		5,251			—			5,251
Repurchases of common stock	Repurchases of common stock	(296)	(3)		(3,963)				(8,680)					(12,646)		Repurchases of common stock	(6)		—		(138)			—			(138)
Balance at July 2, 2022		21,964	$	220	$	—			$	(443,182)				$	(442,962)
Net income		—	—		—				5,033					5,033
Exercise of common stock options		19	—		413				—					413
Stock-based compensation		30	—		542				—					542
Repurchases of common stock		(12)	—		(497)				—					(497)
Balance at October 1, 2022		22,001	$	220	$	458			$	(438,149)				$	(437,471)
Balance at July 1, 2023																Balance at July 1, 2023	22,214		$	222	$	11,997		$	(431,360)		$	(419,141)

Common Stock Additional
Paid-in
Capital Accumulated Deficit Total
Shares Amount
Balance at January 2, 2021 25,390 $ 254 $ — $ (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 $ — $ (332,895) $ (332,650)
Net income — — — 22,250 22,250
Exercise of common stock options 35 — 1,075 — 1,075
Stock-based compensation 22 — 5,969 — 5,969
Repurchases of common stock (899) (9) (7,044) (93,249) (100,302)
Balance at July 3, 2021 23,622 $ 236 $ — $ (403,894) $ (403,658)
Net income — — — 53,721 53,721
Exercise of common stock options 10 — 312 — 312
Stock-based compensation 19 — 7,316 — 7,316
Repurchases of common stock (1,004) (10) (7,628) (90,119) (97,757)
Balance at October 2, 2021 22,647 $ 226 $ — $ (440,292) $ (440,066)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total
	Shares	Amount
Balance at January 1, 2022	22,683	$	227	$	3,971	$	(429,151)	$	(424,953)
Net income	—	—		—		2,074		2,074
Exercise of common stock options	21	—		531		—		531
Stock-based compensation	341	3		4,130		—		4,133
Repurchases of common stock	(813)	(8)		(8,632)		(42,358)		(50,998)
Balance at April 2, 2022	22,232	$	222	$	—	$	(469,435)	$	(469,213)
Net income	—	—		—		34,933		34,933
Exercise of common stock options	2	—		54		—		54
Stock-based compensation	26	1		3,909		—		3,910
Repurchases of common stock	(296)	(3)		(3,963)		(8,680)		(12,646)
Balance at July 2, 2022	21,964	$	220	$	—	$	(443,182)	$	(442,962)

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)

Nine Months Ended
October 1,
2022 October 2,
2021
Cash flows from operating activities:
Net income $ 42,040 $ 142,605
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 49,342 44,786
Stock-based compensation 8,585 19,701
Net loss (gain) on disposals and impairments of assets 274 (20)
Deferred income taxes (6,955) 291
Changes in operating assets and liabilities:
Accounts receivable (1,029) (1,517)
Inventories (11,080) (4,767)
Income taxes 4,530 5,615
Prepaid expenses and other assets 20,082 (13,879)
Accounts payable 28,889 51,543
Customer prepayments (34,225) 35,785
Accrued compensation and benefits (23,735) (12,725)
Other taxes and withholding 4,744 7,636
Other accruals and liabilities (1,340) 17,630
Net cash provided by operating activities 80,122 292,684
Cash flows from investing activities:
Purchases of property and equipment (52,808) (49,370)
Proceeds from sales of property and equipment 49 257
Net cash used in investing activities (52,759) (49,113)
Cash flows from financing activities:
Repurchases of common stock (64,141) (381,496)
Net increase in short-term borrowings 34,781 132,222
Proceeds from issuance of common stock 998 3,847
Debt issuance costs (42) (557)
Net cash used in financing activities (28,404) (245,984)
Net decrease in cash and cash equivalents (1,041) (2,413)
Cash and cash equivalents, at beginning of period 2,389 4,243
Cash and cash equivalents, at end of period $ 1,348 $ 1,830


	Six Months Ended
	July 1, 2023		July 2, 2022
Cash flows from operating activities:
Net income	$	12,219	$	37,007
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	36,749		31,975
Stock-based compensation	9,890		8,043
Net loss on disposals and impairments of assets	181		179
Deferred income taxes	(8,272)		(3,794)
Changes in operating assets and liabilities:
Accounts receivable	1,903		(2,898)
Inventories	(7,412)		(15,674)
Income taxes	1,808		4,368
Prepaid expenses and other assets	(5,824)		6,266
Accounts payable	(10,244)		(1,713)
Customer prepayments	(14,683)		(14,754)
Accrued compensation and benefits	7,594		(17,789)
Other taxes and withholding	(2,074)		971
Other accruals and liabilities	(3,115)		(3,496)
Net cash provided by operating activities	18,720		28,691

Cash flows from investing activities:
Purchases of property and equipment	(29,899)		(36,559)
Issuance of note receivable	(435)		—
Proceeds from sales of property and equipment	—		23

Net cash used in investing activities	(30,334)		(36,536)

Cash flows from financing activities:
Net increase in short-term borrowings	14,693		70,836
Repurchases of common stock	(3,501)		(63,644)
Proceeds from issuance of common stock	428		585
Debt issuance costs	—		(42)
Net cash provided by financing activities	11,620		7,735

Net increase (decrease) in cash and cash equivalents	6		(110)
Cash and cash equivalents, at beginning of period	1,792		2,389
Cash and cash equivalents, at end of period	$	1,798	$	2,279

See accompanying notes to condensed consolidated financial statements.


4 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

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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

WeThe Company prepared the condensed consolidated financial statements as of and for the three and ~~nine~~six months ended ~~October~~July 1, ~~2022~~2023 of Sleep Number Corporation and ~~our~~its 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~~its financial position as of ~~October~~July 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, and the consolidated results of operations and cash flows for the periods presented. ~~Our~~The 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. In addition, based on the duration and severity of the current global situation involving the COVID-19 pandemic, the war in Ukraine, historic low consumer sentiment and other external factors, including but not limited to general economic conditions, inflation, consumer sentiment, store restrictions mandated by federal, state or local authorities and global supply chain disruptions (especially disruptive supply and flow of semiconductor chips and other electronic components), the extent to which these external factors 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~~the most recent audited consolidated financial statements and related notes included in ~~our~~the Company’s Annual Report on Form 10-K for the fiscal year ended ~~January 1,~~December 31, 2022 and other recent filings with the SEC.

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires usthe Company 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 external factors such as COVID-19, historic low consumer sentiment and the war in Ukraine, 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~~The Company’s critical accounting policies consist of stock-based compensation, warranty liabilities and revenue recognition.

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

2. Fair Value Measurements

At ~~October~~July 1, 2023 and December 31, 2022, ~~and January 1, 2022, we~~the Company had ~~$16~~$18 million and ~~$19~~$17 million, respectively, of debt and equity securities that fund ~~our~~the deferred compensation plan and are classified in other non-current assets. WeThe Company also had corresponding deferred compensation plan liabilities of ~~$16~~$18 million and ~~$19~~$17 million at ~~October~~July 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, 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 usthe Company 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.


5 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

Table of Contents

SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

3. Inventories

Inventories consisted of the following (in thousands):


		October 1, 2022		January 1, 2022			July 1, 2023		December 31, 2022
Raw materials	Raw materials	$	6,763	$	11,752	Raw materials	$	9,260	$	7,785
Work in progress	Work in progress	92		83		Work in progress	109		102
Finished goods	Finished goods	106,699		93,809		Finished goods	112,077		106,147
		$	113,554	$	105,644		$	121,446	$	114,034

4. Goodwill and Intangible Assets, Net

Goodwill and Indefinite-lived Intangible Assets

Goodwill was $64 million at ~~October~~July 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022. Indefinite-lived trade name/trademarks totaled $1.4 million at ~~October~~July 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022.

Definite-lived Intangible Assets

~~The gross carrying amount of our developed~~


	July 1, 2023				December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Developed technologies	$	18,851	$	18,564	$	18,851	$	17,641
Patents	1,972		670		1,972		559
	$	20,823	$	19,234	$	20,823	$	18,200

Developed technologies - amortization expense for the three months ended July 1, 2023 and July 2, 2022, was ~~$18.4 million at October 1, 2022 and January 1, 2022. Accumulated amortization was $16.7~~$0.4 million and ~~$15.5~~$0.5 million, ~~at October~~respectively, and for the six months ended July 1, 2023 and July 2, 2022 was $0.9 million and ~~January 1, 2022. Amortization~~$1.1 million, respectively.

Patents - amortization expense for both the three months ended ~~October~~July 1, 2023 and July 2, 2022, ~~and October 2, 2021,~~ was ~~$0.5 million. Amortization expense~~$55 thousand, and for both the ~~nine~~six months ended ~~October~~July 1, 2023 and July 2, 2022, ~~and October 2, 2021,~~ was ~~$1.6 million.~~

The gross carrying amount of our patents was $2.0 million at October 1, 2022 and January 1, 2022. Accumulated amortization was $0.5 million and $0.3 million at October 1, 2022 and January 1, 2022, respectively. Amortization expense for both the three months ended October 1, 2022 and October 2, 2021, was $55 thousand. Amortization expense for both the nine months ended October 1, 2022 and October 2, 2021, was $0.2$0.1 million.

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


2022 (excluding the nine months ended October 1, 2022)		$	601
2023		1,431
2023 (excluding the six months ended July 1, 2023)				2023 (excluding the six months ended July 1, 2023)	$	451
2024	2024	222		2024	222
2025	2025	226		2025	226
2026	2026	222		2026	222
2027	2027	222		2027	222
2028				2028	156
Thereafter	Thereafter	300		Thereafter	145
Total future amortization for definite-lived intangible assets	Total future amortization for definite-lived intangible assets	$	3,224	Total future amortization for definite-lived intangible assets	$	1,644

~~5. Credit Agreement~~

As of October 1, 2022, our credit facility had a total commitment amount of $825 million. The credit facility is for general corporate purposes, to meet our seasonal working capital requirements and to repurchase our stock. The credit agreement includes an accordion feature which allows us to increase the amount of the credit facility from $825 million to $1.2 billion, subject to lenders’ approval. 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 net leverage ratio (4.5x) and a minimum interest coverage ratio (3.0x). Under the terms of the credit agreement, we pay a variable rate of interest and a commitment fee based on our leverage ratio. The credit agreement matures in December 2026. We were in compliance with all financial covenants as of October 1, 2022.


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Table of Contents

SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

We5. Credit Agreement

As of July 1, 2023, the Company’s credit facility had a total commitment amount of $825 million. The credit facility is for general corporate purposes, to meet seasonal working capital requirements and to repurchase its stock. The Credit Agreement includes an accordion feature which allows the Company to increase the amount of the credit facility from $825 million to $1.2 billion, subject to lenders’ approval. The Credit Agreement provides the lenders with a collateral security interest in substantially all of the Company’s assets and those of its subsidiaries and requires the Company to comply with, among other things, a maximum net leverage ratio (5.0x) and a minimum interest coverage ratio (3.0x).

The Company amended the ~~credit agreement~~Credit Agreement on October 26, 2022. The amendment, among other things, (a) provides relief from the requirement that the net leverage ratio not exceed 3.75x for certain corporate actions including Permitted Capital Distributions for Performance or Taxes (as defined in the Credit Agreement) and certain acquisition activity; (b) increases the permissible net leverage ratio to 5.0x for the three consecutive quarterly reporting periods ending July 1, 2023; (c) increases the commitment fee rate to 50 basis points and the margin applicable to interest rates for all borrowings by an additional 50 basis points, in each case if the net leverage ratio is greater than or equal to 4.5x; and (d) replaces the option to borrow at an interest rate based on London Interbank Offered Rate (LIBOR) to one based on a Term SOFR Rate. The Term SOFR Rate equals the sum of (x) the Term SOFR Screen Rate (as defined in the Credit Agreement) for the applicable interest period (but in no event less than zero), plus (y) 0.10%, plus (z) the margin based on Sleep Number’s net leverage ratio. ~~A fee for~~

The Company amended the Credit Agreement on July 24, 2023. The amendment, ~~is payable~~among other things, extends the increased permissible net leverage ratio to 5.0x to include the ~~lenders in an amount equal to 7.5 basis points multiplied by~~quarterly reporting period ending September 30, 2023. For the ~~sum~~quarterly reporting period ending December 30, 2023, and subsequent quarterly reporting periods, the maximum leverage ratio will be 4.5x.

Under the terms of the ~~Revolving~~ Credit ~~Commitment~~Agreement, the Company pays a variable rate of interest and ~~the outstanding amount~~a commitment fee based on its leverage ratio. The Credit Agreement matures in December 2026. The Company was in compliance with all financial covenants as of ~~Term Loans (as each is defined in the Credit Agreement).~~July 1, 2023.

The following table summarizes ~~our~~the Company’s borrowings under the credit facility ($ in thousands):
October 1,
2022 January 1,
2022
Outstanding borrowings $ 406,300 $ 382,500
Outstanding letters of credit $ 5,947 $ 3,997
Additional borrowing capacity $ 412,753 $ 438,503
Weighted-average interest rate 5.1 % 1.6 %


	July 1, 2023			December 31, 2022
Outstanding borrowings	$	483,800		$	459,600
Outstanding letters of credit	$	7,147		$	5,947
Additional borrowing capacity	$	334,053		$	359,453
Weighted-average interest rate	7.5		%	6.7		%

6. Leases

~~We lease our~~The Company leases its 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~~the Company’s local market development approach generally results in long-term participation in given markets, ~~our~~the retail store leases generally provide for an initial lease term of five to 10 years. ~~Our~~The Company’s office and manufacturing leases provide for an initial lease term of up to 15 years. In addition, ~~our~~the Company’s 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~~the Company’s sole discretion. Lease options are included in the lease term only if exercise is reasonably certain at lease commencement. ~~Our~~The Company’s lease agreements do not contain any material residual value guarantees. WeThe Company also ~~lease~~leases vehicles and certain equipment under operating leases with an initial lease term of three to ~~five~~six years.

~~Our~~The Company’s operating lease costs include facility, vehicle and equipment lease costs, but exclude variable lease costs. Operating lease costs are recognized on a straight-line basis over the lease term, after consideration of rent escalations and rent holidays. The lease term for purposes of the calculation begins on the earlier of the lease commencement date or the date we take possession of the property. During lease renewal negotiations that extend beyond the original lease term, we estimate straight-line rent expense based on current market conditions. Variable lease costs are recorded when it is probable the cost has been incurred and the amount 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 October 1, 2022, our finance right-of-use assets and lease liabilities were not significant.~~

~~Lease costs were as follows (in thousands):~~
Three Months Ended Nine Months Ended
October 1,
2022 October 2,
2021 October 1,
2022 October 2,
2021
Operating lease costs(1)
$ 27,821 $ 24,352 $ 81,925 $ 73,623
Variable lease costs $ 54 $ 840 $ 647 $ 2,181

~~___________________________~~

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


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Table of Contents

SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

commencement date or the date the Company takes possession of the property. During lease renewal negotiations that extend beyond the original lease term, the Company estimates 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.

At July 1, 2023, the Company’s finance right-of-use assets and lease liabilities were not significant.

Lease costs were as follows (in thousands):


	Three Months Ended				Six Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Operating lease costs(1)	$	28,083	$	27,025	$	56,372	$	54,103
Variable lease costs	$	129	$	262	$	182	$	593

___________________________

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

The maturities of operating lease liabilities as of ~~October~~July 1, ~~2022,~~2023, were as follows(1) (in thousands):


2022 (excluding the nine months ended October 1, 2022)		$	25,605
2023		99,133
2023 (excluding the six months ended July 1, 2023)				2023 (excluding the six months ended July 1, 2023)	$	54,392
2024	2024	87,684		2024	102,112
2025	2025	77,399		2025	90,594
2026	2026	65,885		2026	78,095
2027	2027	50,511		2027	62,664
2028				2028	50,787
Thereafter	Thereafter	105,869		Thereafter	86,696
Total operating lease payments(2)	Total operating lease payments(2)	512,086		Total operating lease payments(2)	525,340
Less: Interest	Less: Interest	84,473		Less: Interest	86,857
Present value of operating lease liabilities	Present value of operating lease liabilities	$	427,613	Present value of operating lease liabilities	$	438,483

___________________________

(1)Future payments for real estate taxes and certain building operating expenses for which the Company is obligated are not included in the operating lease liabilities. Total operating lease payments exclude ~~$89~~$53 million of legally binding minimum lease payments for leases signed but not yet commenced.

(2)Includes the current portion of ~~$77~~$82 million for operating lease liabilities.

Other information related to operating leases was as follows:


		October 1, 2022		January 1, 2022			July 1, 2023		December 31, 2022
Weighted-average remaining lease term (in years)	Weighted-average remaining lease term (in years)	6.2		6.4		Weighted-average remaining lease term (in years)	6.0		6.2
Weighted-average discount rate	Weighted-average discount rate	6.1	%	6.1	%	Weighted-average discount rate	6.4	%	6.2	%

Nine Months Ended
(in thousands) October 1,
2022 October 2,
2021
Cash paid for amounts included in present value of operating lease liabilities $ 74,189 $ 66,561
Right-of-use assets obtained in exchange for operating lease liabilities $ 56,048 $ 78,192

~~7. Repurchases of Common Stock~~

~~Repurchases of our common stock were as follows (in thousands):~~
Three Months Ended Nine Months Ended
October 1,
2022 October 2,
2021 October 1,
2022 October 2,
2021
Amount repurchased under Board-approved share repurchase program $ — $ 97,046 $ 54,868 $ 364,478
Amount repurchased in connection with the vesting of employee restricted stock grants 497 711 9,273 17,763
Total amount repurchased (based on trade dates) $ 497 $ 97,757 $ 64,141 $ 382,241

~~As of October 1, 2022, the remaining authorization under the $600 million share repurchase program was $348 million.~~


	Six Months Ended
(in thousands)	July 1, 2023		July 2, 2022
Cash paid for amounts included in present value of operating lease liabilities	$	53,476	$	48,964
Right-of-use assets obtained in exchange for operating lease liabilities	$	32,831	$	36,180


8 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

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SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

7. Repurchases of Common Stock

Repurchases of the Company’s common stock were as follows (in thousands):


	Three Months Ended				Six Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Amount repurchased under Board-approved share repurchase program	$	—	$	12,561	$	—	$	54,868
Amount repurchased in connection with the vesting of employee restricted stock grants	138		85		3,501		8,776
Total amount repurchased (based on trade dates)	$	138	$	12,646	$	3,501	$	63,644

As of July 1, 2023, the remaining authorization under the Board-approved $600 million share repurchase program was $348 million.

8. Revenue Recognition

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


		October 1, 2022		January 1, 2022			July 1, 2023		December 31, 2022
Deferred contract assets included in:	Deferred contract assets included in:					Deferred contract assets included in:
Other current assets	Other current assets	$	27,894	$	28,048	Other current assets	$	28,118	$	28,121
Other non-current assets	Other non-current assets	55,095		49,343		Other non-current assets	55,782		55,564
		$	82,989	$	77,391		$	83,900	$	83,685


		October 1, 2022		January 1, 2022			July 1, 2023		December 31, 2022
Deferred contract liabilities included in:	Deferred contract liabilities included in:					Deferred contract liabilities included in:
Other current liabilities	Other current liabilities	$	36,160	$	36,490	Other current liabilities	$	36,132	$	36,335
Other non-current liabilities	Other non-current liabilities	70,676		63,680		Other non-current liabilities	71,004		70,999
		$	106,836	$	100,170		$	107,136	$	107,334

~~The deferred~~Deferred revenue and costs related to SleepIQ® technology are currently recognized on a straight-line basis over the product's estimated life of 4.5 to 5.0 years because ~~our~~the Company’s inputs are generally expended evenly throughout the performance period. During the three months ended ~~October~~July 1, 2023 and July 2, 2022, ~~and October 2, 2021, we~~the Company recognized revenue of $9$10 million and $8$9 million, respectively, that ~~were~~was included in the deferred contract liability balances at the beginning of the respective periods. During the ~~nine~~six months ended ~~October~~July 1, 2023 and July 2, 2022, ~~and October 2, 2021, we~~the Company recognized revenue of ~~$26~~$19 million and ~~$22~~$18 million, respectively, that ~~were~~was 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 98% of ~~our~~ revenues for both the three and ~~nine~~six months ended ~~October~~July 1, ~~2022~~2023 and ~~99% and 98% for the three and nine months ended October~~July 2, ~~2021, respectively.~~2022.


9 \| 2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

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SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

Net sales were as follows (in thousands):


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021			July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Retail stores	Retail stores	$	466,632	$	565,939	$	1,401,789	$	1,481,780	Retail stores	$	402,145	$	490,820	$	860,808	$	935,157
Online, phone, chat and other	Online, phone, chat and other	73,934		74,454		214,980		211,185		Online, phone, chat and other	56,644		58,253		124,508		141,046
Total Company	Total Company	$	540,566	$	640,393	$	1,616,769	$	1,692,965	Total Company	$	458,789	$	549,073	$	985,316	$	1,076,203

Obligation for Sales Returns

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


		Nine Months Ended					Six Months Ended
		October 1, 2022		October 2, 2021			July 1, 2023		July 2, 2022
Balance at beginning of year	Balance at beginning of year	$	22,368	$	24,765	Balance at beginning of year	$	25,594	$	22,368
Additions that reduce net sales	Additions that reduce net sales	79,353		69,877		Additions that reduce net sales	57,849		53,964
Deductions from reserves	Deductions from reserves	(76,070)		(66,124)		Deductions from reserves	(57,967)		(51,676)
Balance at end of period	Balance at end of period	$	25,651	$	28,518	Balance at end of period	$	25,476	$	24,656

9. Stock-based Compensation Expense

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


	Three Months Ended				Six Months Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Stock awards (1)	$	4,258	$	2,940	8,113		$	6,214
Stock options	994		970		1,777		1,829
Total stock-based compensation expense (1)	5,252		3,910		9,890		8,043
Income tax benefit	1,417		946		2,670		1,979
Total stock-based compensation expense, net of tax	$	3,835	$	2,964	$	7,220	$	6,064

___________________________

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

10. Profit Sharing and 401(k) Plan

Under the Company’s 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, the Company makes a contribution equal to a percentage of the employee’s contribution. During the three months ended July 1, 2023 and July 2, 2022, the Company’s contributions, net of forfeitures, were $2.8 million and $2.5 million, respectively and during the six months ended July 1, 2023 and July 2, 2022, were $5.2 million and $5.3 million, respectively.


910 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

Table of Contents

SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

~~9. Stock-based Compensation Expense~~

~~Total stock-based compensation expense (benefit) was as follows (in thousands):~~
Three Months Ended Nine Months Ended
October 1,
2022 October 2,
2021 October 1,
2022 October 2,
2021
Stock awards (1)
$ (435) $ 6,506 5,778 $ 17,533
Stock options 977 810 2,807 2,168
Total stock-based compensation expense (1)
542 7,316 8,585 19,701
Income tax benefit 133 1,835 2,112 4,906
Total stock-based compensation expense, net of tax $ 409 $ 5,481 $ 6,473 $ 14,795

~~___________________________~~

~~(1)~~ ~~Changes in 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 October 1, 2022 and October 2, 2021, our contributions, net of forfeitures, were $2.3 million and $2.0 million, respectively. During the nine months ended October 1, 2022 and October 2, 2021, our contributions, net of forfeitures, were $7.6 million and $5.7 million, respectively.

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				Nine Months Ended					Three Months Ended				Six Months Ended
		October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021			July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Net income	Net income	$	5,033	$	53,721	$	42,040	$	142,605	Net income	$	754	$	34,933	$	12,219	$	37,007
Reconciliation of weighted-average shares outstanding:	Reconciliation of weighted-average shares outstanding:									Reconciliation of weighted-average shares outstanding:
Basic weighted-average shares outstanding	Basic weighted-average shares outstanding	22,218		23,464		22,444		24,404		Basic weighted-average shares outstanding	22,460		22,355		22,378		22,558
Dilutive effect of stock-based awards	Dilutive effect of stock-based awards	355		769		515		920		Dilutive effect of stock-based awards	42		358		165		594
Diluted weighted-average shares outstanding	Diluted weighted-average shares outstanding	22,573		24,233		22,959		25,324		Diluted weighted-average shares outstanding	22,502		22,713		22,543		23,152
Net income per share – basic	Net income per share – basic	$	0.23	$	2.29	$	1.87	$	5.84	Net income per share – basic	$	0.03	$	1.56	$	0.55	$	1.64
Net income per share – diluted	Net income per share – diluted	$	0.22	$	2.22	$	1.83	$	5.63	Net income per share – diluted	$	0.03	$	1.54	$	0.54	$	1.60

~~For~~

Additional potential dilutive stock-based awards totaling 1.3 million and 0.6 million for the three ~~and nine~~ months ended ~~October~~July 1, 2023 and July 2, 2022, respectively, and ~~October~~1.2 million and 0.5 million for the six months ended July 1, 2023 and July 2, ~~2021, anti-dilutive stock-based awards~~2022, respectively, have been excluded from the diluted net income per share calculations because these stock-based awards were 0.5 million and 0.1 million for the three months ended October 1, 2022 and October 2, 2021, respectively, and 0.5 million and 0.1 million for the nine months ended October 1, 2022 and October 2, 2021, respectively.anti-dilutive.


~~10 \| 3Q 2022 FORM 10-Q~~						~~SLEEP NUMBER CORPORATION~~

~~Table of Contents~~

~~SLEEP NUMBER CORPORATION~~

~~AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

12. Commitments and Contingencies

Warranty Liabilities

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


		Nine Months Ended					Six Months Ended
		October 1, 2022		October 2, 2021			July 1, 2023		July 2, 2022
Balance at beginning of year	Balance at beginning of year	$	10,069	$	12,152	Balance at beginning of year	$	8,997	$	10,069
Additions charged to costs and expenses for current-year sales	Additions charged to costs and expenses for current-year sales	13,093		12,780		Additions charged to costs and expenses for current-year sales	8,194		7,930
Deductions from reserves	Deductions from reserves	(13,210)		(13,489)		Deductions from reserves	(8,315)		(8,995)
Changes in liability for pre-existing warranties during the current year, including expirations	Changes in liability for pre-existing warranties during the current year, including expirations	(546)		(380)		Changes in liability for pre-existing warranties during the current year, including expirations	111		(240)
Balance at end of period	Balance at end of period	$	9,406	$	11,063	Balance at end of period	$	8,987	$	8,764

Legal Proceedings

~~We are~~The Company is involved from time to time in various legal proceedings arising in the ordinary course of ~~our~~its business, including primarily commercial, product liability, employment and intellectual property claims. In accordance with U.S. generally accepted accounting principles, ~~we record~~the Company records a liability in ~~our~~its 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~~the Company has not established an estimated range of reasonably possible material losses either because ~~we believe~~it believes that ~~we have~~is has valid defenses to claims asserted against ~~us,~~it, the proceeding has not advanced to a stage of discovery that would enable usit to establish an estimate, or the potential loss is not material. WeThe Company currently dodoes not expect the outcome of pending legal proceedings to have a material effect on ~~our~~its 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 usthe Company could adversely impact ~~our~~its consolidated results of operations, financial position or cash flows. ~~We expense~~The Company expenses legal costs as incurred.


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Table of Contents

SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

Shareholder Class Action Complaints

On December 14, 2021, purported Sleep Number shareholder, Steamfitters Local 449 Pension & Retirement Security Funds (Steamfitters), filed a putative class action complaint in the United States District Court for the District of Minnesota (the District of Minnesota) on behalf of all purchasers of Sleep Number common stock between February 18, 2021 and July 20, 2021, inclusive, against Sleep Number, Shelly Ibach and David ~~Callen.~~Callen, the Company’s former Executive Vice President and Chief Financial Officer. Steamfitters alleges material misstatements and omissions in certain of Sleep Number’s public disclosures during the purported class period, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act). The complaint seeks, among other things, unspecified monetary damages, reasonable costs and expenses and equitable/injunctive or other relief as deemed appropriate by the District of Minnesota.

On February 14, 2022, a second purported Sleep Number shareholder, Ricardo Dario Schammas, moved for appointment as lead plaintiff in the action. On March 24, 2022, the District of Minnesota heard argument on Schammas’s motion, and subsequently appointed Steamfitters and Schammas as Co-Lead Plaintiffs (together, Co-Lead Plaintiffs). On July 19, 2022, Co-Lead Plaintiffs filed a consolidated amended complaint, which, like the predecessor complaint, asserts claims against Sleep Number, Shelly Ibach, and David Callen under Sections 10(b) and 20(a) of the Exchange Act. ~~Co-Lead~~Co- Lead Plaintiffs purport to assert these claims on behalf of all purchasers of Sleep Number common stock between February 18, 2021 and July 20, 2021. Defendants moved to dismiss the consolidated amended complaint on September 19, 2022, which motion ~~remains pending.~~


~~11 \| 3Q 2022 FORM 10-Q~~						~~SLEEP NUMBER CORPORATION~~

~~Table of Contents~~

~~SLEEP NUMBER CORPORATION~~

~~AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~was heard by the Court on January 17, 2023. On July 10, 2023, the Court issued an order dismissing the Plaintiffs’ consolidated amended complaint with prejudice.

Shareholder Derivative Complaint

On May 12, 2022, Gwendolyn Calla Moore, as the appointed representative of purported Sleep Number shareholder Matthew Gelb, filed a derivative action (the Derivative Action) in the District of Minnesota against Jean-Michel Valette, Shelly Ibach, Barbara Matas, Brenda Lauderback, Daniel Alegre, Deborah Kilpatrick, Julie Howard, Kathleen Nedorostek, Michael Harrison, Stephen Gulis, Jr., David Callen, and Kevin Brown. Moore purports to assert claims on behalf of Sleep Number for breaches of fiduciary duty, waste, and contribution under Sections 10(b) and 21(d) of the Exchange Act. Moore’s allegations generally mirror those asserted in the securities complaint described above. The Moore complaint seeks damages in an unspecified amount, disgorgement, interest, and costs and expenses, including attorneys’ and experts’ fees.

On September 13, 2022, the District of Minnesota entered a joint stipulation staying all proceedings in the Derivative Action pending the outcome of any motion to dismiss the Steamfitters consolidated amended complaint.

Stockholder Demand

On March 25, 2022, Sleep Number received a shareholder litigation demand (the “Demand”), requesting that the Board investigate the allegations in the securities class action complaint and pursue claims on Sleep Number’s behalf based on those allegations. On May 12, 2022, the Board established a special litigation committee to investigate the demand.

On October 5 and October 12, 2022, Sleep Number received two additional shareholder litigation demands, which adopted and incorporated the allegations and requests in the Demand. Both of these additional litigation demands were referred to the special litigation committee.

The special litigation committee has concluded that it would not be in the best interests of Sleep Number and its shareholders to take any of the actions requested in the demands at this time.

~~13. COVID-19 Pandemic~~

The COVID-19 pandemic impacted our 2021 and 2022 financial performance. In the first nine months of 2021, even with the COVID-19 challenges, we generated strong demand and financial performance. In the first nine months of 2022, our financial performance was impacted by: (i) the disruptive flow of semiconductor chips which affected our ability to deliver products to our customers; (ii) incremental costs from labor and material inflation, and expediting costs resulting from current-period global supply chain shortages; and (iii) record low consumer sentiment. The pandemic's future effects on our global supply chain and the potential for supply disruption (e.g., the lack or slowing of critical components caused by labor shortages or government-mandated work closures), effects on consumer demand and effects on our ongoing financial performance remains uncertain. See ~~Part II, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations~~ ~~for additional discussion on the COVID-19 pandemic and the impact on our business.~~


12 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

Index

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~~the Company’s condensed consolidated financial statements with a narrative from the perspective of management on ~~our~~its financial condition, results of operations, liquidity and certain other factors that may affect ~~our~~the Company’s 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~~the Company’s historical experience and ~~our~~its present expectations or projections. These risks and uncertainties include, among others:

•Current and future ~~general and industry~~ economic ~~trends~~conditions and consumer sentiment;

•~~Risks inherent in outbreaks of pandemics~~Bank failures or ~~contagious disease, including the COVID-19 pandemic;~~other events affecting financial institutions;

•~~Risks inherent~~Increases in ~~global-sourcing activities, including tariffs, outbreaks~~interest rates, which have increased the cost of ~~pandemics or contagious diseases, such as~~servicing the COVID-19 pandemic, geo-political turmoil, acts of terrorism, global conflicts or war (such as the current war in Ukraine), strikes, labor shortages, government-mandated work closures, and the potential for shortages in supply or disruption or delay of production and delivery of materials and products in our global supply chain;

•~~Risks of disruption in the operation of any of our main manufacturing, distribution, logistics, home delivery, product development, or customer service facilities or operations;~~

•~~Our manufacturing processes operate 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 service providers;~~

•~~Rising commodity costs and other inflationary pressures;~~

•~~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;~~Company’s indebtedness;

•Availability of attractive and cost-effective consumer credit options;

•~~Increasing~~Operating with minimal levels of inventory, which may leave the Company vulnerable to supply shortages;

•Sleep Number’s dependence on, and ability to maintain strong working relationships with, key suppliers and third parties;

•Rising commodity costs or third-party logistics costs and other inflationary pressures;

•Risks inherent in global-sourcing activities, including tariffs, geo-political turmoil, war, strikes, labor challenges, government-mandated work closures, outbreaks of pandemics or contagious diseases, and resulting supply shortages and production and delivery delays and disruptions;

•Risks of disruption due to health epidemics or pandemics or COVID-19 variants;

•Regional risks related to having global operations and suppliers, including climate and other disasters;

•The effectiveness of the Company’s marketing strategy and promotional efforts;

•The execution of Sleep Number’s Total Retail distribution strategy;

•Ability to achieve and maintain high levels of product quality;

•Ability to improve and expand Sleep Number’s product line and execute successful new product introductions;

•Ability to prevent third parties from using the Company’s technology or trademarks, and the adequacy of its intellectual property rights to protect its products and brand;

•Ability to compete;

•Risks of disruption in the operation of any of the Company’s main manufacturing, distribution, logistics, home delivery, product development or customer service operations;

•The Company’s ability to comply with existing and changing government regulation;

•Pending or unforeseen litigation and the potential for associated adverse ~~publicity associated with litigation;~~publicity;

•The adequacy of the Company’s and third-party information systems and costs and disruptions related to upgrading or maintaining these systems;


13 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

Index

•The ~~adequacy of our and third-party information systems~~Company’s ability to ~~meet the evolving needs of our business and existing and evolving risks and regulatory standards applicable to data privacy and cybersecurity;~~

•~~The costs and potential disruptions to our business related to upgrading or maintaining our information systems;~~

•~~The vulnerability of our and third-party information systems to attacks by hackers or other~~withstand cyber threats that could compromise the security of ~~our~~its systems, result in a data breach or ~~disrupt our business;~~business disruption;

•~~Environmental risks, including increasing environmental regulation and the broader impacts of climate change such as from weather-related events; and~~

•~~Our~~Sleep Number’s ability, and the ability of ~~our~~its suppliers and vendors, to attract, retain and motivate qualified ~~management, executive~~personnel;

•The volatility of Sleep Number stock;

•Environmental, social and ~~other key team members,~~governance (ESG) risks, including ~~qualified retail sales professionals~~increasing regulation and ~~managers.~~stakeholder expectations; and

•The Company’s ability to adapt to climate change and readiness for legal or regulatory responses thereto.

Additional information concerning these, and other risks and uncertainties is contained under the caption “Risk Factors” in Part I, Item 1A. in ~~our~~the Company’s Annual Report on Form 10-K.

~~We have~~The Company has no obligation to publicly update or revise any of the forward-looking statements contained in this Quarterly Report on Form 10-Q.

Business Overview

Sleep Number is a ~~company with~~wellness technology company. It is guided by its purpose ~~with over 5,300 mission-driven team members who are dedicated~~ to ~~improving~~improve the health and wellbeing of society through higher quality ~~sleep. We~~sleep; to date, Sleep Number’s innovations have improved ~~more than 14~~over 14.5 million ~~lives and are dedicated to lifelong relationships with our smart sleepers.~~

~~Sleep Number is a leader in~~lives. Its wellness technology platform helps solve sleep ~~and wellness technology. Our 360~~problems, whether it’s providing individualized temperature control for each sleeper through its Climate360® smart bed platform connects the physical and digital worlds, creating an immersive, adaptive, and individualized sleep health experience. Quality sleep is vital for physical, mental, and emotional wellbeing; our smart beds deliver exceptional sleep by automatically sensing and effortlessly adjusting to the needs of each sleeper. Through partnerships with the world’s leading health and research institutions, we are advancing sleep science with our 17or applying its 21 billion hours of ~~highly accurate,~~ longitudinal sleep data ~~from millions of sleepers in our Smart Sleeper~~SM ~~community.~~and expertise to research with global institutions.

~~We continue to advance our differentiated, consumer-focused strategy~~Sleep Number’s smart bed ecosystem drives best-in-class engagement through ~~enterprise-wide initiatives that strengthen our competitive advantages. This has resulted in Sleep Number being a beloved brand~~dynamic, adjustable, and effortless sleep with ~~ongoing connectivity~~personalized digital sleep and ~~advocacy of~~health insights; its millions of smart ~~sleepers. We generate~~sleepers are loyal brand advocates. And Sleep Number’s nearly 5,000 mission-driven team members passionately innovate to drive value creation through its vertically integrated business model, including its exclusive direct-to-consumer selling in 670 stores and online.

Sleep Number generates revenue by marketing and selling ~~our~~its innovations directly to new and existing customers through ~~our vertically integrated,~~ exclusive, direct-to-consumer retail touch points including Stores, Online, Phone, and Chat (Total Retail). ~~We are~~Sleep Number is committed to creating long-term superior value for all stakeholders as ~~we focus~~it focuses on ~~our~~the Company’s three performance drivers: (1) increasing consumer demand; (2) leveraging ~~our~~its vertically integrated business model; and (3) deploying capital efficiently.

~~COVID-19 Pandemic - Impact on our Business~~


~~14 \| 3Q 2022 FORM 10-Q~~						~~SLEEP NUMBER CORPORATION~~

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~~the Company’s store base, timing of new product introductions and related expenses, timing of promotional offerings, competitive factors, changes in commodity costs, disruptions in global supplies or third-party service providers, seasonality of retail and bedding industry sales, consumer sentiment and general economic conditions. In addition, based on the duration and severity of the current global situation involving the COVID-19 pandemic, the war in Ukraine and other external factors, including but not limited to general economic conditions, inflation, consumer sentiment, store restrictions mandated by federal, state or local authorities and global supply chain disruptions, theThe extent to which these external factors will impact ~~our~~the Company’s business and ~~our~~its consolidated financial results will depend on future developments, which are highly uncertain and cannot be predicted. Therefore, ~~our~~the historical results of operations may not be indicative of the results that may be achieved for any future period.


14 \| 2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

Highlights

Financial highlights for the three months ended ~~October~~July 1, ~~2022~~2023 were as follows:

•Net sales for the three months ended ~~October~~July 1, ~~2022~~2023 of $459 million decreased ~~16% to $541 million, compared with $640~~from $549 million for the ~~three months ended October 2, 2021. Net sales were affected by semiconductor chip supply constraints.~~same period one year ago. Demand was ~~negatively~~ impacted by ~~record~~historically low consumer ~~sentiment and constrained chip~~sentiment. Prior-year net sales benefited from the delivery of high-revenue smart beds from backlog due to delayed supply ~~that limited our product offering and drove longer-than-normal lead times.~~of semiconductor chips.

•The ~~16%~~ net sales ~~decrease~~change consisted of a 18% comparable sales decrease in Total Retail offset by additional sales from 3013 net new stores opened in the past 12 months that added 2 percentage points (ppt.) of growth. For additional details, see the components of total net sales change on page 16.

•Sales per store (sales for stores open at least one year, Total Retail, including online, phone and chat) on a trailing twelve-month basis for the period ended ~~October~~July 1, ~~2022~~2023 totaled ~~$3.3~~$3.1 million, compared with ~~$3.7~~$3.5 million ~~with~~for the same period last year.

•Operating income for the three months ended ~~October~~July 1, ~~2022~~2023 was ~~$13~~$11 million, compared with ~~$73~~$50 million in the prior-year period. The ~~$60~~$39 million decrease in operating income was driven by the ~~16% decrease in~~lower net sales and a ~~4.9~~1.6 ppt. decrease in ~~our~~the gross profit rate ~~and~~offset by a ~~4.1 ppt. increase~~$22 million reduction in ~~our~~ operating ~~expenses rate.~~expenses.

•The ~~4.9~~1.6 ppt. gross profit rate decrease was primarily due to ~~17% lower delivered~~prior year’s delivery of high-revenue smart ~~bed volume, operating inefficiencies resulting from constrained~~beds and ~~uneven flow of semiconductor chip supply, brokerage premiums for parts needed to close supply gaps, incremental costs from labor and material inflation, and an unfavorable sales mix of our smart beds.~~bases, partially offset by pricing actions taken over the past twelve months. See the Gross profit discussion on page 18 for additional details.

•The ~~4.1 ppt. increase~~$22 million reduction in ~~our~~the Company’s operating expenses ~~rate~~ was mainly due to the deleveraging impact of the 16% net sales decrease. In addition, we continued to prioritize investments in near- and long-term growth drivers, including $15 million of R&D expenses during the three months ended October 1, 2022.lower marketing expenses.

•Net income for the three months ended ~~October~~July 1, ~~2022~~2023 decreased to $5$1 million, compared with ~~$54~~$35 million for the same period one year ago. Net income per diluted share was ~~$0.22,~~$0.03, compared with ~~$2.22~~$1.54 last year.

•WeThe Company achieved aan adjusted return on invested capital ~~(ROIC)~~(Adjusted ROIC) of ~~15.8%~~12.3% on a trailing twelve-month basis for the period ended ~~October~~July 1, ~~2022,~~2023, compared with ~~34.6%~~34.9% for the comparable period one year ago.

•~~Cash provided by~~The Company generated $19 million in cash from operating activities ~~was pressured by year-over-year changes in working capital and lower net income~~ for the ~~nine~~six months ended ~~October~~July 1, ~~2022 and decreased to $80 million,~~2023, compared with ~~$293~~$29 million for the same period one year ago.

•As of ~~October~~July 1, ~~2022, we~~2023, the Company had ~~$406~~$484 million of borrowings under ~~our~~its revolving credit facility and available net liquidity of ~~$413~~$334 million.


15 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

The following table sets forth ~~our~~the Company’s 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								Nine Months Ended									Three Months Ended								Six Months Ended
		October 1, 2022				October 2, 2021				October 1, 2022				October 2, 2021					July 1, 2023				July 2, 2022				July 1, 2023				July 2, 2022
Net sales	Net sales	$	540.6	100.0	%	$	640.4	100.0	%	$	1,616.8	100.0	%	$	1,693.0	100.0	%	Net sales	$	458.8	100.0	%	$	549.1	100.0	%	$	985.3	100.0	%	$	1,076.2	100.0	%
Cost of sales	Cost of sales	237.5		43.9	%	250.0		39.0	%	686.4		42.5	%	653.8		38.6	%	Cost of sales	194.5		42.4	%	224.1		40.8	%	410.8		41.7	%	449.0		41.7	%
Gross profit	Gross profit	303.1		56.1	%	390.4		61.0	%	930.3		57.5	%	1,039.1		61.4	%	Gross profit	264.2		57.6	%	324.9		59.2	%	574.5		58.3	%	627.2		58.3	%
Operating expenses:	Operating expenses:																	Operating expenses:
Sales and marketing	Sales and marketing	239.7		44.3	%	255.5		39.9	%	700.4		43.3	%	685.1		40.5	%	Sales and marketing	197.8		43.1	%	220.5		40.2	%	428.3		43.5	%	460.7		42.8	%
General and administrative	General and administrative	36.0		6.7	%	47.7		7.4	%	116.0		7.2	%	131.5		7.8	%	General and administrative	39.8		8.7	%	38.7		7.1	%	79.2		8.0	%	80.0		7.4	%
Research and development	Research and development	14.8		2.7	%	14.4		2.3	%	46.9		2.9	%	43.6		2.6	%	Research and development	15.4		3.4	%	15.8		2.9	%	29.9		3.0	%	32.1		3.0	%
Total operating expenses	Total operating expenses	290.4		53.7	%	317.6		49.6	%	863.4		53.4	%	860.2		50.8	%	Total operating expenses	253.0		55.1	%	275.0		50.1	%	537.4		54.5	%	572.9		53.2	%
Operating income	Operating income	12.6		2.3	%	72.7		11.4	%	67.0		4.1	%	178.9		10.6	%	Operating income	11.2		2.4	%	49.9		9.1	%	37.2		3.8	%	54.3		5.0	%
Interest expense, net	Interest expense, net	5.6		1.0	%	1.8		0.3	%	11.4		0.7	%	4.4		0.3	%	Interest expense, net	9.9		2.2	%	3.6		0.7	%	19.1		1.9	%	5.7		0.5	%
Income before income taxes	Income before income taxes	7.0		1.3	%	70.9		11.1	%	55.6		3.4	%	174.5		10.3	%	Income before income taxes	1.3		0.3	%	46.3		8.4	%	18.1		1.8	%	48.6		4.5	%
Income tax expense	Income tax expense	2.0		0.4	%	17.2		2.7	%	13.6		0.8	%	31.9		1.9	%	Income tax expense	0.5		0.1	%	11.4		2.1	%	5.9		0.6	%	11.6		1.1	%
Net income	Net income	$	5.0	0.9	%	$	53.7	8.4	%	$	42.0	2.6	%	$	142.6	8.4	%	Net income	$	0.8	0.2	%	$	34.9	6.4	%	$	12.2	1.2	%	$	37.0	3.4	%

Net income per share:	Net income per share:																	Net income per share:
Basic	Basic	$	0.23			$	2.29			$	1.87			$	5.84			Basic	$	0.03			$	1.56			$	0.55			$	1.64
Diluted	Diluted	$	0.22			$	2.22			$	1.83			$	5.63			Diluted	$	0.03			$	1.54			$	0.54			$	1.60

Weighted-average number of common shares:	Weighted-average number of common shares:																	Weighted-average number of common shares:
Basic	Basic	22.2				23.5				22.4				24.4				Basic	22.5				22.4				22.4				22.6
Diluted	Diluted	22.6				24.2				23.0				25.3				Diluted	22.5				22.7				22.5				23.2

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


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021			July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Retail stores	Retail stores	86.3	%	88.4	%	86.7	%	87.5	%	Retail stores	87.7	%	89.4	%	87.4	%	86.9	%
Online, phone, chat and other	Online, phone, chat and other	13.7	%	11.6	%	13.3	%	12.5	%	Online, phone, chat and other	12.3	%	10.6	%	12.6	%	13.1	%
Total Company	Total Company	100.0	%	100.0	%	100.0	%	100.0	%	Total Company	100.0	%	100.0	%	100.0	%	100.0	%

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


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021			July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Sales change rates:	Sales change rates:									Sales change rates:
Retail comparable-store sales (1)	Retail comparable-store sales (1)	(21	%)	19	%	(10	%)	32	%	Retail comparable-store sales (1)	(20	%)	10	%	(10	%)	(3	%)
Online, phone and chat	Online, phone and chat	0	%	0	%	3	%	11	%	Online, phone and chat	(3	%)	2	%	(12	%)	4	%
Total Retail comparable sales change (1)	Total Retail comparable sales change (1)	(18	%)	16	%	(8	%)	28	%	Total Retail comparable sales change (1)	(18	%)	9	%	(10	%)	(2	%)
Net opened/closed stores and other	Net opened/closed stores and other	2	%	5	%	3	%	3	%	Net opened/closed stores and other	2	%	4	%	2	%	4	%
Total Company	Total Company	(16	%)	21	%	(5	%)	31	%	Total Company	(16	%)	13	%	(8	%)	2	%

___________________________

(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.


16 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

Other sales metrics were as follows:


		Three Months Ended						Nine Months Ended					Three Months Ended						Six Months Ended
		October 1, 2022			October 2, 2021			October 1, 2022		October 2, 2021			July 1, 2023			July 2, 2022			July 1, 2023		July 2, 2022
Average sales per store (1) (in thousands)	Average sales per store (1) (in thousands)	$	3,302		$	3,689						Average sales per store (1) (in thousands)	$	3,089		$	3,526
Average sales per square foot (1)	Average sales per square foot (1)	$	1,093		$	1,249						Average sales per square foot (1)	$	1,007		$	1,172
Stores > $2 million in net sales (2)	Stores > $2 million in net sales (2)	77		%	85		%					Stores > $2 million in net sales (2)	71		%	82		%
Stores > $3 million in net sales (2)	Stores > $3 million in net sales (2)	38		%	50		%					Stores > $3 million in net sales (2)	31		%	45		%
Average revenue per smart bed unit (3)	Average revenue per smart bed unit (3)	$	5,083		$	5,021		$	5,416	$	5,045	Average revenue per smart bed unit (3)	$	5,990		$	6,485		$	5,913	$	5,601

___________________________

(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 chat sales).`

(3)Represents Total Retail net sales divided by Total Retail smart bed units.

The number of retail stores operating was as follows:


		Three Months Ended		Nine Months Ended			Three Months Ended		Six Months Ended
		October 1, 2022	October 2, 2021	October 1, 2022	October 2, 2021		July 1, 2023	July 2, 2022	July 1, 2023	July 2, 2022
Beginning of period	Beginning of period	659	621	648	602	Beginning of period	671	653	670	648
Opened	Opened	12	18	35	55	Opened	7	10	19	23
Closed	Closed	(9)	(7)	(21)	(25)	Closed	(6)	(4)	(17)	(12)
End of period	End of period	662	632	662	632	End of period	672	659	672	659


17 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

Comparison of Three Months Ended ~~October~~July 1, ~~2022~~2023 with Three Months Ended ~~October~~July 2, ~~2021~~2022

Net sales

Net sales for the three months ended ~~October~~July 1, ~~2022~~2023 of $459 million decreased ~~by $100 million, or 16%, to $541 million, compared with $640~~from $549 million for the same period one year ago. ~~Net sales were affected by semiconductor chip supply constraints.~~ Demand was ~~negatively~~ impacted by ~~record~~historically low consumer ~~sentiment and constrained chip~~sentiment. Prior-year net sales benefited from the delivery of high-revenue smart beds from backlog due to delayed supply ~~that limited our product offering and drove longer-than-normal lead times.~~of semiconductor chips.

The ~~16%~~ net sales ~~decrease~~change consisted primarily of a 18% comparable sales decrease in Total Retail offset by additional sales from 3013 net new stores opened in the past 12 months that added 2 percentage points (ppt.) of growth. ~~For additional details, see the components of total net sales change on page~~ 16.

The ~~$100~~$90.3 million net sales decrease compared with the same period one year ago was comprised of the following: (i) a ~~$112~~$92.8 million decrease in ~~our Total~~ Retail comparable net sales; (ii) a $1.6 million decrease from phone, online and other sales; offset by ~~(ii)~~(iii) a ~~$12~~$4.1 million increase from net store openings. Total Retail smart bed unit sales decreased ~~17%~~10% compared with the prior ~~year due to disruptive electronics supply and softer demand.~~year. Total Retail average revenue per smart bed unit ~~increased~~decreased by 1%8% to ~~$5,083,~~$5,990, compared with ~~$5,021~~$6,485 in the prior-year period. Prior year average revenue per smart bed unit benefited from the delivery of high-revenue smart beds from backlog due to delayed supply of semiconductor chips.

Gross profit

Gross profit of ~~$303~~$264 million for the three months ended ~~October~~July 1, ~~2022~~2023 decreased by ~~$87~~$61 million, or ~~22%~~19%, compared with ~~$390~~$325 million for the same period one year ago. The gross profit rate ~~declined~~decreased to ~~56.1%~~57.6% of net sales for the three months ended ~~October~~July 1, ~~2022,~~2023, compared with ~~61.0%~~59.2% for the prior-year comparable period.

The current-year gross profit rate decrease of ~~4.9~~1.6 ppt. was mainly due to: (i) ~~17%~~prior year’s delivery of high-revenue smart beds and bases pressured the rate by 2.4 ppt.; (ii) higher returns and warranty costs, primarily related to the returnability of the integrated adjustable base as part of the Climate360 smart bed, impacted the rate by 0.6 ppt.; (iii) increased company-wide performance-based incentive compensation impacted the rate by 0.3 ppt.; (iv) lower delivered smart bed ~~volume; (ii) year-over-year unfavorable product mix changes; (iii) operating inefficiencies resulting from~~volume deleveraged the ~~uneven flow of electronics supply; (iv) incremental costs from labor and material inflation including brokerage premiums to close supply gaps and expedited freight;~~rate by 0.2 ppt.; partially offset ~~by;~~by (v) favorable pricing actions taken over the past twelve ~~months.~~months, increased the rate by 1.6 ppt.; and (vi) improvement in commodity prices and operating efficiencies improved the rate by 0.2 ppt. In addition, ~~our~~the gross profit rate ~~will~~may fluctuate from quarter to quarter due to a variety of other factors, including ~~return~~changes in manufacturing and ~~exchange costs,~~supply chain operations and ~~changes in~~ performance-based incentive compensation.

Sales and marketing expenses

Sales and marketing expenses for the three months ended ~~October~~July 1, ~~2022~~2023 were ~~$240~~$198 million, or ~~44.3%~~43.1% of net sales, compared with ~~$256~~$220 million, or ~~39.9%~~40.2% of net sales, for the same period one year ago. The current-year sales and marketing expenses rate increase of ~~4.4~~2.9 ppt. was primarily due ~~to: (i)~~to the deleveraging impact of ~~the~~ 16% lower net sales ~~decline; (ii)~~partially offset by a 25% decrease in consumer financing costs as the ~~additional~~Company adjusted promotional offers to mitigate increased costs associated with ~~operating 30 net new stores; (iii)~~the higher ~~fees associated with our customer credit-based promotional offers; and (iv) less efficient media expense although~~interest rate environment. Media spend was ~~down 10%~~12% lower year-over-year.

General and administrative expenses

General and administrative (G&A) expenses totaled ~~$36~~$40 million, or ~~6.7%~~8.7% of net sales, for the three months ended ~~October~~July 1, ~~2022,~~2023, compared with ~~$48~~$39 million, or ~~7.4%~~7.1% of net sales, in the prior-year period. The ~~$11.7~~$1.1 million ~~decrease~~increase in G&A expenses consisted mainly of: (i) a ~~$15.2~~$3.6 million ~~decrease~~increase in ~~employee compensation primarily resulting from a year-over-year reduction in Company-wide~~company-wide performance-based incentive compensation; ~~partially offset by~~ (ii) ~~$1.1~~a $0.8 million increase in technology ~~investments; and~~expenses; offset by (iii) a ~~$2.4~~$3.5 million ~~increase~~reduction in ~~other miscellaneous expenses, including professional and consulting fees.~~employee compensation on lower headcount. The G&A expenses rate ~~decreased~~increased by ~~0.7~~1.6 ppt. in the current-year period, compared with the same period one year ago due to the items discussed above ~~offset by~~and the deleveraging impact of ~~the 16%~~lower net ~~sales decrease.~~sales.

Research and development expenses

Research and development (R&D) expenses ~~were~~decreased to $15 million for the three months ended ~~October~~July 1, ~~2022, consistent~~2023, compared with $16 million with the same period last year on lower headcount. The Company continues to maintain a flexible mindset, to capitalize on profitable opportunities as ~~we continued to prioritize our long-term~~the environment improves, and deliver tangible life-changing ~~sleep innovation initiatives.~~health benefits for Smart Sleepers.


18 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

Interest expense, net

Interest expense, net increased to $6$10 million for the three months ended ~~October~~July 1, ~~2022,~~2023, compared with $2$4 million for the same period one year ago. The $4$6 million increase was mainly driven by a higher weighted-average interest rate compared with the same period one year ~~ago, and a higher level of outstanding borrowings during the three months ended October 1, 2022 compared with the same period in 2021.~~ago.

Income tax expense

Income tax expense totaled ~~$2.0~~$0.5 million for the three months ended ~~October~~July 1, ~~2022,~~2023, compared with ~~$17.2~~$11.4 million last year. The effective income tax rate for the three months ended ~~October~~July 1, ~~2022~~2023 was ~~28.5%~~41.0%, compared with ~~24.3%~~24.5% for the comparable period last year. Discrete tax expenses, primarily stock-based compensation excess tax expense, was ~~$0.3~~$0.1 million for the three months ended ~~October~~July 1, ~~2022,~~2023, compared with discrete tax benefits of ~~$0.6~~$0.1 million in last year’s ~~third~~second quarter.

Comparison of ~~Nine~~Six Months Ended ~~October~~July 1, ~~2022~~2023 with ~~Nine~~Six Months Ended ~~October~~July 2, ~~2021~~2022

Net sales

Net sales for the ~~nine~~six months ended ~~October~~July 1, ~~2022~~2023 decreased by ~~$76~~$91 million, or 5%8%, to ~~$1.62 billion,~~$985 million, compared with ~~$1.69~~$1.08 billion for the same period one year ago. ~~Net sales were affected by semiconductor chip supply constraints.~~ Demand was ~~negatively~~ impacted by ~~record~~historically low consumer ~~sentiment and constrained chip supply that limited our product offering and drove longer-than-normal lead times.~~sentiment.

The 5%8% net sales decrease consisted of ~~an 8%~~a 10% comparable sales decrease in Total Retail, partially offset by 32 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 16.

The ~~$76~~$91 million net sales decrease compared with the same period one year ago was comprised of the following: (i) a ~~$130~~$89 million decrease in ~~our Total~~ Retail comparable net sales; (ii) a $16 million decrease in online, phone and other sales; partially offset by ~~(ii)~~(iii) a ~~$54~~$14 million increase resulting from net store openings. Total smart bed unit sales declined ~~11%~~13% compared with the prior year. Average revenue per smart bed unit in Total Retail increased by 7%6% to ~~$5,416,~~$5,913, compared with ~~$5,045~~$5,601 in the prior-year period.

Gross profit

Gross profit of ~~$930~~$575 million decreased by ~~$109~~$53 million, or ~~10%~~8%, compared with ~~$1.04 billion~~$627 million for the same period one year ago. The gross profit rate ~~decreased to 57.5%~~was 58.3% of net sales for the ~~nine~~six months ended ~~October~~July 1, ~~2022, compared~~2023, consistent with ~~61.4% for~~ the prior-year comparable period.

The current-year gross profit rate ~~decrease~~ of ~~3.9 ppt. was mainly due to:~~58.3% remained consistent with the same period one year ago: (i) 11% lower delivered smart bed volume; (ii) incremental costs from labor and material inflation; (iii) operating inefficiencies resulting from the uneven flow of electronics supply and constrained deliveries; (iv) year-over-year unfavorable product mix changes; partially offset by (v)favorable pricing actions taken over the past twelve ~~months. Our~~months increased the rate by 1.6 ppt.; (ii) improvement in commodity prices and operating efficiencies increased the rate by 0.4 ppt.; offset by (iii) higher mix of high-end adjustable bases last year due to semiconductor chip supply constraints limiting the Company’s product availability pressured the rate by 0.7 ppt.; (iv) higher returns and warranty costs, primarily related to the returnability of the integrated adjustable base as part of the Climate360 smart bed, decreased the rate by 0.6 ppt.; (v) increased company-wide performance-based incentive compensation decreased the rate by 0.3 ppt.; (vi) lower delivered smart bed volume deleveraged the rate by 0.3 ppt.; and (vii) incremental logistics and delivery costs, including labor inflation and investments in our distribution network, decreased the rate by 0.2 ppt. The gross profit rate ~~will~~may fluctuate from quarter to quarter due to a variety of other factors, including ~~return~~changes in manufacturing and ~~exchange costs~~supply chain operations and ~~changes in~~ performance-based incentive compensation.

Sales and marketing expenses

Sales and marketing expenses for the ~~nine~~six months ended ~~October~~July 1, ~~2022~~2023 were ~~$700~~$428 million, or ~~43.3%~~43.5% of net sales, compared with ~~$685~~$461 million, or ~~40.5%~~42.8% of net sales, for the same period one year ago. The current-year sales and marketing expenses rate increase of ~~2.8~~0.7 ppt. was primarily due to: (i) deleveraging impact of a 5%8% sales decline; (ii) ~~higher fees associated with our customer credit-based promotional offers; (iii)~~ the additional costs associated with operating 3013 net new stores; partially offset by (iv) ~~lower variable compensation due to the negatively impacted demand.~~

~~General and administrative expenses~~

General and administrative (G&A) expenses totaled $116 million, or 7.2% of net sales, for the nine months ended October 1, 2022, compared with $131 million, or 7.8% of net sales, in the prior-year period. The $15 milliona 12% decrease in ~~G&A expenses consisted of: (i) an $26 million decrease~~media spend year-over-year resulting in employee compensation primarily resulting from a year-over-year decrease in Company-wide performance-based incentive compensation; partially offset by (ii) a $5 million increase in technology investments; and (iv) a $6 million increase in other miscellaneous expenses including0.5 ppt. of leverage.


19 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

General and administrative expenses

General and administrative (G&A) expenses totaled $79 million, or 8.0% of net sales, for the six months ended July 1, 2023, compared with $80 million, or 7.4% of net sales, in the prior-year period. The $1 million decrease in G&A expenses consisted of: (i) a $5.9 million reduction in employee compensation on lower headcount; (ii) a $1.7 million decrease in professional ~~fees~~ and ~~travel.~~consulting fees; (iii) a $0.5 million decrease in travel and training expenses; and (iv) a $1.4 million decrease in other miscellaneous expenses; partially offset by (v) a $7.0 million increase in company-wide, performance-based incentive compensation; and (vi) a $1.7 million increase in technology investments. The G&A expenses rate ~~decreased~~increased by 0.6 ppt. in the current-year period, compared with the same period one year ago due to the deleveraging impact of the 8% net sales decrease partially offset by the net expense reductions discussed ~~above partially offset by the deleveraging impact of the 5% net sales decrease.~~above.

Research and development expenses

Research and development (R&D) expenses ~~increased~~decreased by 8%7% to ~~$47~~$30 million for the ~~nine~~six months ended ~~October~~July 1, ~~2022,~~2023, compared with ~~$44~~$32 million for the same period one year ago. The ~~R&D expense rate~~Company continues to maintain a flexible mindset, to capitalize on profitable opportunities as the environment improves, and deliver tangible life-changing health benefits for the nine months ended October 1, 2022 increased to 2.9% of net sales, compared with 2.6% of net sales for the prior year. The spending level increase supports our continued prioritization in our long-term life-changing sleep innovation initiatives.Smart Sleepers.

Interest expense, net

Interest expense, net increased to ~~$11~~$19 million for the ~~nine~~six months ended ~~October~~July 1, ~~2022,~~2023, compared with $4$6 million for the same period one year ago. The $7$13 million increase was mainly driven by ~~a higher level of outstanding borrowings during the nine months ended October 1, 2022, compared with the same period one year ago, and~~ a higher weighted-average interest rate compared with the same period one year ago.

Income tax expense

Income tax expense totaled ~~$14~~$6 million for the ~~nine~~six months ended ~~October~~July 1, ~~2022,~~2023, compared with ~~$32~~$12 million last year. The effective income tax rate for the ~~nine~~six months ended ~~October~~July 1, ~~2022~~2023 increased to ~~24.4%~~32.5%, compared with ~~18.3%~~23.8% for the comparable period last year, reflecting ~~lower~~higher discrete tax expenses, primarily stock-based compensation excess tax ~~benefits~~expense in the current-year ~~nine-month period.~~six-month period of $1.1 million versus the prior-year, six-month period of $0.6 million.

Liquidity and Capital Resources

Managing ~~our~~ liquidity and capital resources is an important part of ~~our~~the Company’s commitment to deliver superior shareholder value over time. ~~Our~~The Company’s primary sources of liquidity are cash flows provided by operating activities and cash available under ~~our~~its $825 million revolving credit facility. As of ~~October~~July 1, ~~2022, we do~~2023, the Company does not have any off-balance sheet financing other than ~~our $6~~its $7 million in outstanding letters of credit. The cash generated from ongoing operations and cash available under ~~our~~the revolving credit facility are expected to be adequate to maintain operations, and fund anticipated expansion, strategic initiatives and contractual obligations such as lease payments and capital commitments for new retail stores for the foreseeable future.

Changes in cash and cash equivalents during the ~~nine~~six months ended ~~October~~July 1, ~~2022~~2023 primarily consisted of ~~$80~~$19 million of cash provided by operating activities and ~~a $35~~an $15 million ~~net~~ increase in short-term borrowings, offset by ~~$53~~$30 million of cash used to purchase property and equipment and ~~$64~~$4 million of cash used to repurchase ~~our~~its common stock (based on settlement, ~~$55 million under our Board-approved share repurchase program and $9 million~~ in connection with the vesting of employee restricted stock grants).

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


		Nine Months Ended					Six Months Ended
		October 1, 2022		October 2, 2021			July 1, 2023		July 2, 2022
Total cash provided by (used in):	Total cash provided by (used in):					Total cash provided by (used in):
Operating activities	Operating activities	$	80.1	$	292.7	Operating activities	$	18.7	$	28.7
Investing activities	Investing activities	(52.8)		(49.1)		Investing activities	(30.3)		(36.5)
Financing activities	Financing activities	(28.4)		(246.0)		Financing activities	11.6		7.7
Net decrease in cash and cash equivalents		$	(1.0)	$	(2.4)
Net increase (decrease) in cash and cash equivalents						Net increase (decrease) in cash and cash equivalents	$	0.0	$	(0.1)

Cash provided by operating activities for the nine months ended October 1, 2022 was $80 million, compared with $293 million for the nine months ended October 2, 2021. Significant components of the year-over-year change in cash provided by operating activities included: (i) a $101 million decrease in net income for the nine months ended October 1, 2022, compared with the same period one year ago; (ii) a $70 million fluctuation in customer prepayments due to timing of deliveries; (iii) a $34 million fluctuation in prepaid expenses and other assets due to the amount and timing of rebate payments and changes in the balance of our deferred compensation plan due to investment


20 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

~~performance;~~Cash provided by operating activities for the six months ended July 1, 2023 was $19 million, compared with $29 million for the six months ended July 2, 2022. Significant components of the year-over-year change in cash provided by operating activities included: (i) a $25 million decrease in net income for the six months ended July 1, 2023, compared with the same period one year ago; (ii) a $25 million fluctuation in accrued compensation and benefits primarily related to year-over-year changes in company-wide performance-based compensation that was earned in 2021 and paid in the first quarter of 2022, compared with no company-wide performance-based compensation earned in 2022 and paid in the first quarter of 2023; and (iv) a ~~$23~~$12 million ~~change~~fluctuation in ~~accounts payable with both periods impacted by business changes~~prepaid expenses and other assets primarily due to the amount and timing of payments; and (v) a $19 million fluctuation in other accruals and liabilities driven by changes in the balance of our deferred compensation plan due to investment performance and changes in other miscellaneous accruals.rebate payments.

Net cash used in investing activities to purchase property and equipment was ~~$53~~$30 million for the ~~nine~~six months ended ~~October~~July 1, ~~2022,~~2023, compared with ~~$49~~$37 million for the same period one year ago. The year-over-year ~~increase~~decrease was primarily due to the timing of cash flows associated with investments in information technology.

Net cash ~~used in~~provided by financing activities was ~~$28~~$12 million for the ~~nine~~six months ended ~~October~~July 1, ~~2022,~~2023, compared with ~~$246~~$8 million for the same period last year. During the ~~nine~~six months ended ~~October~~July 1, ~~2022, we~~2023, the Company repurchased ~~$64~~$4 million of ~~our~~its stock (based on settlement dates, in connection with the vesting of employee restricted stock awards), compared with $64 million (based on settlement dates, $55 million under ~~our~~the Board-approved share repurchase program and $9 million in connection with the vesting of employee restricted stock awards)~~, compared with $381 million~~ during the same period one year ago. Short-term borrowings increased by ~~$35~~$15 million during the current-year period due to a $24 million increase in borrowings under ~~our~~the revolving credit facility to ~~$406~~$484 million ~~and~~offset by a ~~$11~~$9 million ~~increase~~decrease in book overdrafts which are included in the net change in short-term borrowings. Short-term borrowings increased by ~~$132~~$71 million during the prior-year period due to a ~~$115~~$61 million increase in borrowings under ~~our~~the credit facility to ~~$359~~$443 million and ~~an $17~~a $10 million increase in book overdrafts.

WeIn the second quarter of fiscal 2022, the Company suspended share repurchases under ~~our~~its Board-approved share repurchase ~~program in~~program. At July 1, 2023, there was $348 million remaining authorization under the ~~second quarter until macro economic conditions improve. We repurchased 1.0~~Board-approved $600 million shares at a cost of $55 million (based on trade dates, an average of $57.46 per share) during the nine months ended October 1, 2022. During the nine months ended October 2, 2021, we repurchased 3.1 million shares at a cost of $364 million (based on trade dates, an average of $116.79 per share).share repurchase program. There is no expiration date governing the period over which wethe Company can repurchase shares. ~~At October 1, 2022, there was $348 million remaining authorization under our Board-approved $600 million share repurchase program.~~

~~As of October 1, 2022, we had $406 million of borrowings under our revolving credit facility. We also had $6 million in outstanding letters of credit. Net liquidity available under our~~The Company has a credit facility was $413 million at October 1, 2022. 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 4.0x as of October 1, 2022. 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(Credit Agreement) which is for general corporate purposes, to meet ~~our~~its seasonal working capital requirements and to repurchase ~~our~~its stock. ~~As of October 1, 2022, the weighted-average interest rate on borrowings under the credit facility was 5.1% and we were in compliance with all financial covenants.~~

WeThe Company amended the ~~credit agreement~~Credit Agreement on October 26, 2022. The amendment, among other things, (a) provides relief from the requirement that the net leverage ratio not exceed 3.75x for certain corporate actions including Permitted Capital Distributions for Performance or Taxes (as defined in the ~~credit agreement)~~Credit Agreement) and certain acquisition activity; (b) increases the permissible net leverage ratio to 5.0x for the three consecutive quarterly reporting periods ending July 1, 2023; (c) increases the commitment fee rate to 50 basis points and the margin applicable to interest rates for all borrowings by an additional 50 basis points, in each case if the net leverage ratio is greater than or equal to 4.5x; and (d) replaces the option to borrow at an interest rate based on London Interbank Offered Rate (LIBOR) to one based on a Term SOFR Rate. The Term SOFR Rate equals the sum of (x) the Term SOFR Screen Rate (as defined in the ~~credit agreement)~~Credit Agreement) for the applicable interest period (but in no event less than zero), plus (y) 0.10%, plus (z) the margin based on Sleep Number’s net leverage ratio. ~~A fee for~~Under the ~~amendment is payable to the lenders in an amount equal to 7.5 basis points multiplied by the sum~~terms of the ~~Revolving~~ Credit ~~Commitment~~agreement, the Company pays a variable rate of interest and a commitment fee based on its leverage ratio.

The Company amended the Credit Agreement on July 24, 2023. The amendment, among other things, extends the increased permissible net leverage ratio to 5.0x to include the quarterly reporting period ending September 30, 2023.

At July 1, 2023, the Company had $484 million of borrowings under its revolving credit facility, $7 million in outstanding ~~amount~~letters of ~~Term Loans (as each is~~credit and net liquidity available under the credit facility of $334 million. At July 1, 2023, the Company’s leverage ratio as defined in the credit ~~agreement).~~agreement was 4.7x, the weighted-average interest rate on borrowings under the credit facility was 7.5% and the Company was in compliance with all financial covenants.

~~We have~~Sleep Number has an agreement with Synchrony Bank to offer qualified customers revolving credit arrangements to finance their purchases from usthe Company (Synchrony Agreement). The Synchrony Agreement contains financial covenants consistent with ~~our~~the credit facility, ~~as of October 1, 2022, including~~including a maximum net leverage ratio and a minimum interest coverage ratio. As of ~~October~~July 1, ~~2022, we were~~2023, the Company was in compliance with all financial covenants.

On July 15, 2022, we executed a fifth amendment to the Synchrony Agreement that extended the term from December 31, 2023 to December 31, 2028, subject to earlier termination upon certain events. 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. As


21 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

Index

~~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.~~

Non-GAAP Data Reconciliations

Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)

~~We define~~The Company defines 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~~its financial performance and ~~our~~its ability to generate cash from operating activities. ~~Our~~The Company’s 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					Three Months Ended				Trailing-Twelve Months Ended
		October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021			July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Net income	Net income	$	5,033	$	53,721	$	53,181	$	203,964	Net income	$	754	$	34,933	$	11,822	$	101,869
Income tax expense	Income tax expense	2,003		17,198		15,247		44,294		Income tax expense	524		11,359		6,602		30,442
Interest expense	Interest expense	5,606		1,816		13,196		5,214		Interest expense	9,948		3,619		32,289		9,406
Depreciation and amortization	Depreciation and amortization	17,180		14,820		64,217		59,539		Depreciation and amortization	18,304		15,920		71,318		61,857
Stock-based compensation	Stock-based compensation	542		7,317		12,097		25,961		Stock-based compensation	5,252		3,910		15,071		18,872
Asset impairments	Asset impairments	95		23		338		154		Asset impairments	170		80		294		266
Adjusted EBITDA	Adjusted EBITDA	$	30,459	$	94,895	$	158,276	$	339,126	Adjusted EBITDA	$	34,952	$	69,821	$	137,396	$	222,712

Free Cash Flow

~~Our~~The Company’s “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~~the Company is providing this information as ~~we believe~~it believes it facilitates analysis for investors and financial analysts.

The following table summarizes ~~our~~ free cash flow calculations (in thousands):


		Nine Months Ended				Trailing-Twelve Months Ended					Six Months Ended				Trailing-Twelve Months Ended
		October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021			July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Net cash provided by operating activities	Net cash provided by operating activities	$	80,122	$	292,684	$	87,448	$	285,063	Net cash provided by operating activities	$	18,720	$	28,691	$	26,167	$	167,281
Subtract: Purchases of property and equipment	Subtract: Purchases of property and equipment	52,808		49,370		70,338		58,396		Subtract: Purchases of property and equipment	29,899		36,559		62,794		71,447
Free cash flow	Free cash flow	$	27,314	$	243,314	$	17,110	$	226,667	Free cash flow	$	(11,179)	$	(7,868)	$	(36,627)	$	95,834


22 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

Index

Non-GAAP Data Reconciliations (continued)

Return on Invested Capital ~~(ROIC)~~(Adjusted ROIC)

(dollars in thousands)

Adjusted ROIC is a financial measure ~~we use~~the Company uses to determine how efficiently ~~we deploy our~~it deploys its capital. It quantifies the return ~~we earn~~the Company earns on ~~our~~its adjusted invested capital. Management believes Adjusted ROIC is also a useful metric for investors and financial analysts. ~~We compute~~The Company computes Adjusted ROIC as outlined below. ~~Our~~Its definition and calculation of Adjusted ROIC may not be comparable to similarly titled definitions and calculations used by other companies.

The tables below reconcile adjusted net operating profit after taxes ~~(NOPAT)~~(Adjusted NOPAT) and total adjusted invested capital, which are non-GAAP financial measures, to the comparable GAAP financial ~~measures:~~measures (in thousands):
Trailing-Twelve Months Ended
October 1,
2022 October 2,
2021
Net operating profit after taxes (NOPAT)
Operating income $ 81,625 $ 253,472
Add: Rent expense (1)
108,457 98,839
Less: Depreciation on capitalized operating leases (2)
(27,784) (25,030)
Less: Income taxes (3)
(36,853) (78,975)
NOPAT $ 125,445 $ 248,306
Average invested capital
Total deficit $ (437,471) $ (440,066)
Add: Long-term debt (4)
406,750 359,666
Add: Capitalized operating lease obligations (5)
867,656 790,712
Total invested capital at end of period $ 836,935 $ 710,312
Average invested capital (6)
$ 791,970 $ 717,670
Return on invested capital (ROIC) (7)
15.8 % 34.6 %


	Trailing-Twelve Months Ended
	July 1, 2023			July 2, 2022
Adjusted net operating profit after taxes (Adjusted NOPAT)
Operating income	$	50,713		$	141,718
Add: Operating lease expense (1)	27,040			25,079


Less: Income taxes (2)	(21,993)			(39,798)
Adjusted NOPAT	$	55,760		$	126,999

Average adjusted invested capital
Total deficit	$	(419,141)		$	(442,962)
Add: Long-term debt (3)	484,161			443,779
Add: Operating lease obligations (4)	438,483			420,516
Total adjusted invested capital at end of period	$	503,503		$	421,333

Average adjusted invested capital (5)	$	452,573		$	363,986

Adjusted return on invested capital (Adjusted ROIC) (6)	12.3		%	34.9		%

___________________________

(1)~~Rent~~ Represents the interest expense ~~is added back to operating income to show~~component of lease expense included in the ~~impact of owning versus leasing the related assets.~~Company’s financial statements under ASC 842, Leases.

(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 ~~22.7%~~28.3% and ~~24.1%~~23.9% for ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021,~~2022, respectively.

~~(4)~~(3)Long-term debt includes existing finance lease liabilities.

~~(5)~~(4)~~A multiple of eight times annual rent expense is used as an estimate for capitalizing our~~ Reflects operating lease ~~obligations. The methodology utilized aligns with~~liabilities included in the ~~methodology of a nationally recognized credit rating agency.~~Company’s financial statements under ASC 842.

~~(6)~~(5)Average adjusted invested capital represents the average of the last five fiscal ~~quarters'~~quarters’ ending adjusted invested capital balances.

~~(7)~~(6) Adjusted ROIC equals Adjusted NOPAT divided by average adjusted invested capital.

Note - ~~Our~~the Company’s 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~~the Company is providing this information as weit believe it facilitates analysis of the Company's financial performance by investors and financial analysts. The Company updated its Adjusted ROIC calculation effective beginning with the reporting period ended December 31, 2022, to reflect adjustments consistent with ASC 842. The prior period has been updated to reflect this calculation.

GAAP - generally accepted accounting principles in the U.S.


~~23 \| 3Q 2022 FORM 10-Q~~						~~SLEEP NUMBER CORPORATION~~

~~Index~~

~~Off-Balance-Sheet Arrangements~~

As of October 1, 2022, we were not involved in any unconsolidated special purpose entity transactions. Other than our $6 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 since the end of fiscal 2021. 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 January 1, 2022 for additional information regarding our other contractual obligations.

Critical Accounting Policies

~~We discuss our~~The Company discusses its critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in ~~our~~the Company’s Annual Report on Form 10-K for the fiscal year ended ~~January 1,~~December 31, 2022. There were no significant changes in ~~our~~the Company’s critical accounting policies since the end of fiscal ~~2021.~~2022.


23 \| 2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

Index

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~We are~~The Company is 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 ~~$3.1~~$3.5 million based on the ~~$406~~$484 million of borrowings under ~~our~~the credit facility at ~~October~~July 1, ~~2022. We do~~2023. The Company does not manage the interest-rate volatility risk of borrowings under ~~our~~the credit facility through the use of derivative instruments.

ITEM 4. CONTROLS AND PROCEDURES

Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

~~We maintain~~The Company maintains 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~~The Company’s management, with the participation of ~~our~~its principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of ~~our~~the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on this evaluation, ~~our~~its principal executive officer and principal financial officer concluded that ~~our~~the Company’s 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~~the Company’s internal control over financial reporting during the fiscal quarter ended ~~October~~July 1, ~~2022,~~2023, that have materially affected, or are reasonably likely to materially affect, ~~our~~the Company’s internal control over financial reporting.


24 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

Index

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~Our~~The Company’s legal proceedings are discussed in Note 12, Commitments and Contingencies, Legal Proceedings, in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

~~Our~~In addition to the risks discussed below and other information set forth in this Quarterly Report on Form 10-Q, the Company’s business, financial condition and operating results are subject to a number of risks and uncertainties, including both those that are specific to ~~our~~the Company’s 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~~the Company’s 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~~the Company faces because ~~our~~its business operations could also be affected by additional risk factors that are not presently known to usthe Company or that weit currently ~~consider~~considers to be immaterial to ~~our~~its operations.

Bank failures or other events affecting financial institutions could adversely affect our liquidity and financial performance.

The recent and potential future disruptions in access to bank deposits or lending commitments due to bank failures and banking industry instability could materially and adversely affect the Company’s liquidity, access to cash and credit, and the Company’s business, financial condition and results of operations, as well those of the Company’s third-party suppliers or vendors. The recent closures of Silicon Valley Bank (SVB) and Signature Bank and their placement into receivership with the Federal Deposit Insurance Company (FDIC) along with the FDIC’s seizure and sale of First Republic Bank created market disruption and uncertainty with respect to the financial condition of a number of other banking institutions in the United States. While the Company does not have any direct exposure to SVB, Signature Bank, or First Republic Bank, the Company does maintain its cash at financial institutions, occasionally in balances that exceed the current FDIC insurance limits.

If other banks and financial institutions enter receivership or become insolvent in the future due to financial conditions affecting the banking system and financial markets, the Company’s ability to access its cash and cash equivalents, including transferring funds, making payments or receiving funds, and the Company’s access to credit, as well as those of its third-party suppliers or vendors, may be threatened and could have a material adverse effect on the Company’s business and financial condition.


25 \| 2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

Index

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)
July 3, 2022 through July 30, 2022 350 $ 32.86 — $ 348,071,000
July 31, 2022 through August 27, 2022 400 $ 47.92 — $ 348,071,000
August 28, 2022 through October 1, 2022 11,403 $ 40.89 — $ 348,071,000
Total 12,153 $ 40.89 — $ 348,071,000


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 2, 2023 through April 29, 2023	3,205	$	26.37	—	$	348,071,000
April 30, 2023 through May 27, 2023	735	$	21.23	—	$	348,071,000
May 29, 2023 through July 1, 2023	1,587	$	23.63	—	$	348,071,000
Total	5,527	$	24.90	—	$	348,071,000

___________________________

(1)WeThe Company did not purchase any shares under ~~our~~its Board-approved $600 million share repurchase program (effective April 4, 2021), during the three months ended ~~October~~July 1, ~~2022.~~2023.

(2)In connection with the vesting of employee restricted stock grants, wethe Company repurchased ~~12,153~~5,527 shares of ~~our~~its common stock at a cost of ~~$497 thousand~~$0.1 million during the three months ended ~~October~~July 1, ~~2022.~~2023.

(3)There is no expiration date governing the period over which wethe Company can repurchase shares under ~~our~~it’s Board-approved share repurchase program. Any repurchased shares are constructively retired and returned to an unissued status.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~Not applicable.~~During the quarter ended July 1, 2023, none of the Company’s directors or officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”


2526 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

Index

ITEM 6. EXHIBITS


Exhibit Number						Description
10.1*10.1†						Sleep Number Corporation Profit Sharing and 401(k) Plan (2022 Restatement) (incorporated by reference to Exhibit 99.1 to Sleep Number ’s Registration Statement on Form S-8 filed July 1 2 , 20 2 3 (File No. 0-25121))
10.2†						Sleep Number Corporation Profit Sharing and 401(k) Plan (2022 Restatement) (First Declaration of Amendment) effective May 30, 2022 (incorporated by reference to Exhibit 99.2 to Sleep Number’s Registration Statement on Form S-8 filed July 1 2 , 2023 (File No. 0-25121))
10.3†						Sleep Number Corporation Profit Sharing and 401(k) Plan (2022 Restatement) (Second Declaration of Amendment) effective January 1, 2022 (incorporated by reference to Exhibit 99.3 to Sleep Number’s Registration Statement on Form S-8 filed July 1 2 , 2023 (File No. 0-25121))
10.4†						Sleep Number Corporation Profit Sharing and 401(k) Plan (2022 Restatement) (Third Declaration of Amendment) effective as of December 31, 2022 (incorporated by reference to Exhibit 99.4 to Sleep Number’s Registration Statement on Form S-8 filed July 1 2 , 2023 (File No. 0-25121))
10.5*†						Offer Letter dated June 29, 2023 from Sleep Number Corporation to Francis K. Lee (filed herewith)
10.6*						~~Eighth~~Ninth Amendment to Amended and Restated Credit and Security Agreement
10.7*						~~(1)~~Second Amendment, dated May 25, 2023, to Lease Agreement between DCI 1001 Minneapolis Venture, LLC, as Landlord, and Sleep Number Corporation, as Tenant, dated October 21, 2016
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~~Herein.

~~(1)~~† ~~Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).~~Management contract or compensatory plan or arrangement.


2627 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION

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:	~~November~~August 8, ~~2022~~2023	By:	/s/ Shelly R. Ibach
			Shelly R. Ibach
			Chief Executive Officer
			(principal executive officer)

		By:	/s/ Joel J. Laing
			Joel J. Laing
			Chief Accounting Officer
			(principal accounting officer)


2728 \| ~~3Q 2022~~2Q 2023 FORM 10-Q						SLEEP NUMBER CORPORATION


		Page
PART I: FINANCIAL INFORMATION		1

Item 1.	Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Shareholders' Deficit	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24

PART II: OTHER INFORMATION		25

Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2526
Item 3.	Defaults Upon Senior Securities	2526
Item 4.	Mine Safety Disclosures	2526
Item 5.	Other Information	2526
Item 6.	Exhibits	2627
SIGNATURES		2728