We hold various U.S. and foreign patents and patent applications regarding certain elements of the design and function of our products, including air control systems, remote control systems, air chamber features, border wall and corner piece systems, foundation systems, and features related to sofa sleepers with air mattresses, as well as other technology. We have 24 issued U.S. patents, expiring at various dates between March 2009 and June 2022, and five U.S. patent applications pending. We also hold 31 foreign patents and 9 foreign patent applications pending. Notwithstanding these patents and patent applications, we cannot ensure that these patent rights will provide substantial protection or that others will not be able to develop products that are similar to or competitive with our products. To our knowledge, no third party has asserted a claim against us alleging that any element of our product infringes or otherwise violates any intellectual property rights of any third party.
Over the 5-year, 10-year and 20-year periods ended 2008, the value of U.S. wholesale bedding shipments increased at compound annual growth rates of 3.2%, 4.2% and 5.0%, respectively. We believe that industry unit growth has been primarily driven by population growth, and an increase in the number of homes (including secondary residences) and the increased size of homes. We believe growth in average wholesale prices resulted from a shift to both larger and higher quality beds, which are typically more expensive.
The bedding industry is highly fragmented and very competitive. Participants in the bedding industry compete primarily on price, quality, brand name recognition, product availability and product performance, including the perceived levels of comfort and support provided by a mattress. There is a high degree of concentration among the three largest manufacturers of innerspring bedding with nationally recognized brand names, including Sealy, which also owns the Stearns & Foster brand name, Serta, and Simmons. Numerous other manufacturers, primarily operating on a regional or niche basis, serve the balance of the bedding market. Simmons and Sealy, as well as a number of smaller manufacturers, have offered air-bed products in recent years. Tempur-Pedic International, Inc., and a number of other mattress manufacturers, offer foam mattress products.
Our operations are subject to federal and state consumer protection and other regulations relating to the bedding industry. These regulations vary among the jurisdictions in which we do business, but generally impose requirements as to the proper labeling of bedding merchandise.
A portion of our net sales consists of refurbished products that are assembled in part from components returned to us from customers. These refurbished products must be properly labeled and marketed as refurbished products under applicable laws. Our sales of refurbished products are limited to approximately 24 states, as other states do not allow the sale of refurbished bedding products or have more stringent requirements that we choose not to follow.
The bedding industry is subject to federal fire retardancy standards developed by the U.S. Consumer Product Safety Commission, which became effective nationwide in July 2007. Compliance with these requirements has increased the cost
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and complexity of manufacturing our products, potentially reducing our manufacturing capacity. These regulations also result in higher product development costs as new products must undergo rigorous flammability testing.
The Consumer Product Safety Commission has also adopted, effective as of February 2009, new safety standards applicable to children’s products generally, including some mattress products. Compliance with these standards may increase the cost of manufacturing some of our products.
Our direct marketing and E-Commerce operations are or may become subject to various adopted or proposed federal and state “do not call” and “do not mail” list requirements, limiting our ability to market our products directly to consumers over the telephone, by e-mail or by regular mail.
We are subject to emerging federal, state and foreign data privacy regulations related to the safeguarding of sensitive customer and employee data, which may limit our ability to maintain or use consumer or customer information in our business.
We are subject to federal, state and foreign labor laws, including but not limited to laws relating to occupational health and safety, employee privacy, wages and hours, overtime pay, harassment and discrimination, equal opportunity, and employee leaves and benefits.
We are subject to federal and state laws and regulations relating to pollution and environmental protection. We will also be subject to similar laws in foreign jurisdictions as we further expand distribution of our products internationally.
Our retail pricing policies and practices are subject to antitrust regulations in the U.S., Canada, Australia, New Zealand and other jurisdictions where we may sell our products in the future.
Although we believe that we are in compliance in all material respects with these regulations and have implemented a variety of measures to promote continuing compliance, regulations may change over time and we may be required to incur expenses and/or to modify our operations in order to ensure compliance with these regulations, which could harm our profitability and financial condition. If we are found to be in violation of any of the foregoing laws or regulations, we could become subject to fines, penalties, damages or other sanctions, as well as potential adverse public relations, which could adversely impact our business, reputation, sales, profitability and financial condition.
We are not aware of any national or local provisions which have been enacted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, that have materially affected, or will materially affect, our net income or competitive position, or will result in material capital expenditures. During fiscal 2008, there were no material capital expenditures for environmental control facilities and no such material expenditures are anticipated.
Customers
No single customer accounts for 10% or more of our net sales. The loss of distribution through QVC, however, could adversely impact our sales, profitability and financial condition.
Seasonality
Our business is modestly impacted by seasonal influences inherent in the U.S. bedding industry and general retail shopping patterns. The U.S. bedding industry generally experiences lower sales in the second quarter and increased sales during selected holiday or promotional periods.
Working Capital
The component nature of our products allows our stores to serve as product showrooms for our Sleep Number beds. This aspect of our business model allows us to maintain low inventory levels which enables us to operate with minimal working capital. We have historically generated sufficient cash flows to self-fund operations through an accelerated cash-conversion cycle. However, the 2008 decline in our operating performance has significantly affected our ongoing liquidity. As of January 3, 2009, we had outstanding borrowings of $79.2 million, plus $5.9 million under letters of credit, with an additional $5.0 million available under our $90 million credit facility. Pursuant to a series of amendments of our Credit Agreement, the Lenders have deferred to March 31, 2009 a reduction in the amount available under our line of credit from $90 million to $85 million that was previously scheduled to become effective as of December 1, 2008. Also pursuant to these amendments, the Lenders have waived compliance, through the close of business on March 30, 2009, with certain financial covenants under the
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Credit Agreement applicable to fiscal periods ending on or about December 31, 2008, January 31, 2009 and February 28, 2009. Upon expiration of our most recent amendment on March 31, 2009, we will not be in compliance with certain financial covenants under the Credit Agreement. If we are unable to continue to obtain amendments from the Lenders that waive compliance with these financial covenants, the Lenders could place us in default under the terms of the Credit Agreement. In early March 2009, we received a federal income tax refund of approximately $23.0 million. Pursuant to the terms of the Credit Agreement, these funds have been placed in a cash collateral account with the Lenders. We are in discussions with the Lenders regarding the potential use or application of these funds to address our near-term liquidity needs.
We have been exploring a range of strategic and financing alternatives to enhance our financial flexibility. If we are unable to obtain additional capital, we may not be able to fund our operating needs and we could face a risk of default under our Credit Agreement.
Employees
At January 3, 2009, we employed 2,571 persons, including 1,509 retail sales and support employees, 190 direct marketing and customer service employees, 633 manufacturing and logistics employees, and 239 management and administrative employees. Approximately 158 of our employees were employed on a part-time basis at January 3, 2009. Except for managerial employees and professional support staff, all of our employees are paid on an hourly basis plus commissions for sales associates. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We believe that our relations with our employees are good.
Executive Officers of the Registrant
William R. McLaughlin, 52, joined our company in March 2000 as President and Chief Executive Officer. Mr. McLaughlin also served as Chairman of our Board of Directors from May 2004 to February 2008. From December 1988 to March 2000, Mr. McLaughlin served as an executive of PepsiCo Foods International, Inc., a snack food company and subsidiary of PepsiCo, Inc., in various capacities, including from September 1996 to March 2000 as President of Frito-Lay Europe, Middle East and Africa, and from June 1993 to June 1996 as President of Grupo Gamesa, S.A. de C.V., a cookie and flour company based in Mexico.
Shelly R. Ibach, 49, has served as Executive Vice President, U.S. Sales since October 2008. Ms. Ibach joined Select Comfort as Senior Vice President, U.S. Sales - Company Owned Channels in April 2007. From 1982 to 2007, she held various leadership positions within Macy’s North, formerly Marshall Field’s Department Stores - Target Corporation. From 2004 to 2007, Ms. Ibach served as Senior Vice President and General Merchandise Manager for the Home division, within Macy’s North. Other key positions included Vice President - Divisional Merchandise Manager, Director of Planning and Regional Director of Stores.
Mark A. Kimball, 50, has served as Senior Vice President, Legal, General Counsel and Secretary since August 2003. From July 2000 to August 2003, Mr. Kimball served as Senior Vice President, Human Resources and Legal, General Counsel and Secretary. From May 1999 to July 2000, Mr. Kimball served as our Senior Vice President, Chief Administrative Officer, General Counsel and Secretary. For more than five years prior to joining us, Mr. Kimball was a partner in the law firm of Oppenheimer Wolff & Donnelly LLP practicing in the area of corporate finance.
James C. Raabe, 49, has served as Senior Vice President and Chief Financial Officer since April 1999. From September 1997 to April 1999, Mr. Raabe served as our Controller. From May 1992 to September 1997, he served as Vice President – Finance of ValueRx, Inc., a pharmacy benefit management provider. Mr. Raabe held various positions with KPMG LLP from August 1982 to May 1992.
Karen R. Richard, 38, has served as VP, Chief Human Resource & Strategy Officer for Select Comfort Corporation since December 2008. From January 2006 through July 2008, Ms. Richard served as Vice President, Human Resources and prior to that she served as Vice President, Finance supporting Select Comfort’s Consumer Channels and Marketing. Ms. Richard also held a variety of positions in the company’s finance department after joining Select Comfort in May of 1996. From 1993 to 1996, Ms. Richard held various accounting positions with TCF Mortgage Corporation, an affiliate of TCF Financial Corporation.
Kathryn V. Roedel, 48, has served as Executive Vice President, Product Development and Operations since October 2008. Ms. Roedel joined our Company as Senior Vice President, Global Supply Chain in April 2005. From 1983 to 2005, she held leadership positions within two divisions of General Electric Company, in Sourcing, Manufacturing, Quality and Service. From 2003 to March 2005, Ms. Roedel served as the General Manager, Global Supply Chain Strategy for GE Medical Systems. Other key positions included General Manager, Global Quality and Six Sigma; Vice President – Technical Operations and Director/Vice President – Quality Programs for GE Clinical Services, a division of GE Medical Systems.
Wendy L. Schoppert, 42, joined our company as Senior Vice President and General Manager – New Channel Development & Strategy in April 2005 and effective January 2007, became our Senior Vice President – International. In March 2008, Ms. Schoppert also assumed the responsibilities of Chief Information Officer for the company. From 2002 to March 2005,
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Ms. Schoppert led various departments within U.S. Bancorp Asset Management, most recently serving as Head of Private Asset Management and Marketing. From 1996 to 2000, she held several positions with America West Holdings Corporation, including Vice President of America West Vacations and head of the airline’s Reservations division. Prior to 1996, Ms. Schoppert held various finance-related positions at both Northwest Airlines and American Airlines.
Tim Werner, 45, has served as Vice President and Chief Marketing Officer since March 2009. From October 2008 through February 2009 he served as Vice President, Marketing. Mr. Werner served as Vice President, Direct and E-Commerce from October 2007 to September 2008 and as Vice President, Retail Partners developing our Wholesale business from October 2002 to July 2006. Mr. Werner also held a variety of positions in our Direct channel business after joining us in May 1996. From 1986 to 1996, Mr. Werner held marketing positions with L.L. Bean, Inc. and Fingerhut Corporation.
Available Information
We are subject to the reporting requirements of the Exchange Act and its rules and regulations. The Exchange Act requires us to file reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Copies of our reports, proxy statements and other information can be read and copied at:
SEC Public Reference Room
100 F Street NE
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a Web site that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. These materials may be obtained electronically by accessing the SEC’s home page athttp://www.sec.gov.
Our corporate Internet Web site ishttp://www.selectcomfort.com. Through a link to a third-party content provider, our corporate Web site provides free access to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after electronic filing with the SEC. These documents are posted on our Web site atwww.selectcomfort.com — select the “About Select Comfort” link and then the “Investor Relations” link. The information contained on our Web site or connected to our Web site is not incorporated by reference into this Form 10-K and should not be considered part of this report.
We also make available, free of charge on our Web site, the charters of the Audit Committee, Management Development and Compensation Committee, Corporate Governance and Nominating Committee and Finance Committee as well as our Code of Business Conduct (including any amendment to, or waiver from, a provision of our Code of Business Conduct) adopted by our Board. These documents are posted on our Web site — select the “Investor Relations” link and then the “Corporate Governance” link.
Copies of any of the above referenced information will also be made available, free of charge, upon written request to:
Select Comfort Corporation
Investor Relations Department
9800 59th Avenue North
Minneapolis, MN 55442
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ITEM 1A. RISK FACTORS
Liquidity and Capital Resources and Our Ability to Continue as a Going Concern. We may not have adequate liquidity and capital resources to fund our operating needs and continue as a going concern. We are seeking to raise additional capital through the issuance of debt or equity securities or a combination thereof, which may adversely impact our profitability and may be substantially dilutive to our existing shareholders. If we are unable to obtain additional capital, we may not be able to fund our operating needs, we would face a risk of default under our Credit Agreement and we may not be able to continue as a going concern. Our uncertain financial position may also disrupt relationships with our suppliers and adversely impact our sales.
As of January 3, 2009, we had cash and cash equivalents of $13.1 million and $79.2 million in outstanding borrowings, plus $5.9 million under letters of credit, against our $90 million line of credit. Cash generated from operations and remaining funds available under our existing credit facility may not provide sufficient liquidity for our operating and capital needs. Pursuant to a series of amendments of our Credit Agreement, the Lenders have deferred to March 31, 2009 a reduction in the amount available under our line of credit from $90 million to $85 million that was previously scheduled to become effective as of December 1, 2008. Also pursuant to these amendments, the Lenders have waived compliance, through the close of business on March 30, 2009, with certain financial covenants under the Credit Agreement applicable to fiscal periods ending on or about December 31, 2008, January 31, 2009 and February 28, 2009. In early March 2009, we received a federal income tax refund of approximately $23.0 million. Pursuant to the terms of the Credit Agreement, these funds have been placed in a cash collateral account with the Lenders. We are in discussions with the Lenders regarding the potential use or application of these funds to address our near-term liquidity needs.
Our independent public accounting firm has issued an opinion on our consolidated financial statements stating that the consolidated financial statements have been prepared assuming we will continue as a going concern. The opinion further states that our losses from operations and inability to generate sufficient cash flow to meet obligations and sustain operations raise substantial doubt about our ability to continue as a going concern. This opinion, as well as our uncertain financial position, may disrupt relationships with our suppliers, which may prevent us from obtaining necessary components, supplies or services on acceptable terms or at all, and may adversely impact consumer confidence in our ability to honor our warranty obligations, which may adversely impact our sales, profitability and financial condition.
We are seeking to raise additional capital through the issuance of debt or equity securities and to restructure the credit facility under the Credit Agreement in order to provide adequate financial flexibility and liquidity to fund our operations and to avoid default under the Credit Agreement. The issuance of any additional debt securities or the restructuring of our credit facility could materially and adversely impact our profitability through higher interest costs and other fees. The issuance of additional equity securities could be substantially dilutive to our existing shareholders.
If we are unable to obtain additional capital, we may not be able to finance our operating needs and the Lenders under the Credit Agreement may not continue to defer the reduction in availability under the line of credit or continue to waive compliance with prior or future financial covenants, which may result in a default under the Credit Agreement. A default under the Credit Agreement would enable the Lenders to seek immediate payment in full of any amounts outstanding under the credit facility and to exercise various remedies as secured creditors, which may severely or completely constrain our ability to continue to operate our business as a going concern and may require us to seek protection from creditors through bankruptcy proceedings.
Uncertainty of Future Growth and Profitability. Our future growth and profitability will depend on a number of factors.
After more than five consecutive years of growth in both sales and profitability through fiscal 2006, our sales and profitability declined in 2008 and 2007 versus the prior years. We may not be able to regain growth in sales or improvement in profitability on a quarterly or annual basis in future periods. Our future growth and profitability will be impacted by or dependent upon a number of factors, including but not limited to:
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• | Liquidity and Capital Resources -- our ability to obtain and maintain adequate liquidity and capital resources to fund our operating and capital needs, including our ability to remain in compliance with the financial covenants and other requirements under our credit agreement; |
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• | General Economic Conditions and Consumer Confidence -- adverse trends in general economic conditions, including in particular adverse trends in the housing market, retail shopping patterns, consumer confidence and credit markets, the uncertainty of the depth and duration of the current economic recession and the uncertainty of the timing and strength of any economic recovery; |
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• | Marketing Effectiveness and Efficiency -- the effectiveness of our marketing messages and the efficiency of our advertising expenditures and other marketing programs in building product and brand awareness, driving traffic to our points of sale and increasing sales; |
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• | Consumer Acceptance -- the level of consumer acceptance of our products, new product offerings and brand image; |
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• | Consumer Credit -- the availability of consumer credit and our ability to provide cost-effective consumer credit options, particularly in light of the current challenges in the consumer credit market; in the event that one or both of our providers of consumer credit determine to impose more stringent credit requirements or terms, our sales could be adversely impacted; |
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• | Execution of Our Retail Distribution Strategy -- our ability to execute our retail store distribution strategy in the current economic environment, including increasing sales and profitability through our existing stores and cost-effectively closing under-performing store locations; |
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• | Sources of Materials andServices -- our ability to secure adequate sources of necessary materials and services at reasonable cost, especially considering our uncertain financial position, our single sources of supply for some components and services, our just-in-time manufacturing processes, potential shortages of commodities, and the macroeconomic environment, which may place financial pressures on our suppliers; |
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• | Inflationary Pressures -- rising fuel and commodity costs, as well as fluctuating currency rates and increasing industry regulatory requirements, which may increase our cost of goods and may adversely impact our profitability or our ability to maintain sales volumes to the extent that we choose to increase prices; |
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• | Competition -- the level of competition in the mattress industry and our ability to successfully identify and respond to emerging and competitive trends in the mattress industry; |
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• | Need for Continuous Product Improvement -- our ability to continuously improve our products to offer new and enhanced consumer benefits, better quality and reduced costs; |
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• | Impact of Federal Flammability Standards -- new federal flammability standards for mattress products effective since mid-2007, which have added compliance and product costs to our business and have added risks of non-compliance, which could disrupt our business; |
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• | Impact of Federal Safety Standards -- new federal safety standards for children’s products, including some mattress products, effective in February 2009, which may add compliance and product costs to our business and have added risks of non-compliance, which could disrupt our business; |
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• | Management Information Systems -- the adequacy of our current management information systems, and our ability to maintain and enhance our management information systems, to meet the evolving requirements of our business and regulatory standards, including evolving payment card industry and federal and state regulatory standards applicable to data privacy and security; |
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• | Retention of Senior Leadership and other Key Employees -- our ability to retain senior leadership and other key employees, including qualified retail store management and sales professionals, in the wake of recent business performance that has not met our expectations; |
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• | International Growth -- our ability to cost-effectively manage and expand our distribution in Canada, Australia and New Zealand; and |
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• | Global Events -- global events, such as terrorist attacks or a pandemic outbreak, or the threat of such events. |
We may not be successful in executing our growth strategy or in regaining growth in sales or improvement in profitability. Failure to successfully execute any material part of our strategic plan or growth strategy could harm our sales, profitability and financial condition.
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Dependence on General Economic Conditions and Consumer Spending. We are highly dependent on discretionary consumer spending. Adverse trends in general economic conditions, including in particular the housing market, retail shopping patterns, consumer confidence, credit markets and employment levels, may continue to adversely affect our sales, profitability and financial condition.
The success of our business models depends to a significant extent upon discretionary consumer spending, which is subject to a number of factors, including without limitation general economic conditions, consumer confidence, the housing market, employment levels, business conditions, interest rates, availability of credit, inflation and taxation. Adverse trends in any of these economic indicators may adversely affect our sales, profitability and financial condition. Also, because a high percentage of our net sales are made on credit, any adverse impact on the availability of consumer credit or any increase in interest rates may adversely affect our sales, profitability and financial condition. We are also dependent upon the continued popularity of malls as shopping destinations and the ability of mall anchor tenants and other attractions to generate customer traffic for our retail stores. Any decrease in mall traffic could adversely affect our sales, profitability and financial condition.
Effectiveness and Efficiency of Marketing and Advertising. Our future growth and profitability will depend in large part upon the effectiveness of our marketing messages and the efficiency of our advertising expenditures and other marketing programs in generating consumer awareness and sales of our products.
We are highly dependent on the effectiveness of our marketing messages and the efficiency of our advertising expenditures (which were approximately $92 million in 2008, $110 million in 2007, $105 million in 2006, $89 million in 2005, and $79 million in 2004) in generating consumer awareness and sales of our products. In recent periods, including in particular 2007 and 2008, our marketing messages have not been as effective as in prior periods. If our marketing messages are ineffective or our advertising expenditures and other marketing programs are inefficient in creating awareness of our products and brand name, driving consumer traffic to our points of distribution and motivating consumers to purchase our products, our sales, profitability and financial condition may be adversely impacted.
We plan to significantly reduce our advertising expenditures in 2009 in comparison with prior periods, which may adversely impact our sales, profitability and financial condition.
Our integrated marketing program depends in part on national radio personalities and spokespersons and other nationally known personalities. The loss of these endorsements, or any reduction in the effectiveness of these endorsements, or our inability to obtain additional effective endorsements, could adversely affect our sales, profitability and financial condition.
Dependence on Internet Marketing Programs. Our future growth and profitability will depend in part upon the effectiveness and efficiency of our internet-based advertising programs and upon the prominence of our Web site URLs on internet search engine results.
We believe that consumers are increasingly using the internet as a part of their shopping experience, both to conduct pre-purchase research, particularly with respect to high-end consumer durables, as well as to purchase products. Consumers will typically use one of a small number of internet search engines to research products. These search engines may provide both natural search results and purchased listings for particular key words. In some cases, it may be difficult or impossible to determine how these search engines work, particularly in the area of natural search, and therefore how to optimize placement on those search engines for our Web site URLs and other positive sites for consumers who may be searching for our products or for mattress products or retailers generally. Some of these search engines may permit competitors to bid on our trademarks to obtain high placement in search results when consumers use our trademarks to seek information regarding our products, which may cause confusion among consumers and adversely impact our sales. Some of our competitors may use our trademarks and/or publish false or misleading information on the internet regarding our products or their own products, which may also cause confusion among consumers and adversely impact our sales. In addition, consumers or others may post negative information regarding our products or our company on internet sites or blogs, which could adversely impact our sales.
As a result, our future growth and profitability will depend in part upon the effectiveness and efficiency of our on-line advertising and search optimization programs in generating consumer awareness and sales of our products, and upon our ability to prevent competitors from misusing or infringing our trademarks or publishing false or misleading information regarding our products or their own products. If we are not successful in these efforts, our business, reputation, sales, profitability and financial condition may be adversely impacted.
In addition, if our Web site becomes unavailable for a significant period of time due to failure of our information technology systems or the Internet, our sales, profitability and financial condition could be adversely affected.
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Uncertainty of Consumer Acceptance. Our products represent a significant departure from traditional innerspring mattresses and the failure of our products to achieve market acceptance would harm our sales, profitability and financial condition.
We estimate that innerspring mattress sales represent approximately 75% or more of all mattress sales. Our air chamber technology represents a significant departure from traditional innerspring mattresses. Because no established market for adjustable firmness mattress products existed prior to the introduction of our products in 1988, we faced the challenge of establishing the viability of this market, as well as gaining widespread acceptance of our products. The market for adjustable firmness mattresses is now evolving and our future success will depend upon both the continued growth of this market and increased consumer acceptance of our products. The failure of our products to achieve greater consumer acceptance for any reason would harm our sales, profitability and financial condition.
Dependence on Availability of Consumer Credit. More than one-third of our net sales are financed under a consumer credit program provided by a third party. The termination of this consumer credit program, any material change to the terms of this consumer credit program or in the availability or terms of credit offered to our customers under this consumer credit program, or any delay in securing replacement credit sources, could harm our sales, profitability and financial condition.
In December 2005 we entered into an amended and restated agreement under which GE Money Bank offers our qualified customers a revolving credit arrangement to finance purchases from us. This agreement extends through February 15, 2011, subject to earlier termination upon certain events and subject to automatic extensions.
Under this agreement, GE Money 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. Any increase by GE Money Bank in the minimum customer credit ratings necessary to qualify for credit could adversely impact our sales by decreasing the number of customers who can finance purchases. We are liable to GE Money Bank for charge-backs arising out of (i) breach of our warranties relating to the underlying sale transaction, (ii) defective products or (iii) our failure to comply with applicable operating procedures under the facility. We are not liable to GE Money Bank for losses arising out of our customers’ credit defaults.
Our agreement with GE Money bank contains certain financial covenants, including a maximum leverage ratio and a minimum interest coverage ratio. As our recent results placed us outside of these financial covenants, we were required under the terms of the agreement to provide GE money Bank with a $2.7 million letter of credit as collateral security.
Approximately 37% of our net sales during 2008 were financed by GE Money Bank. Consumers that do not qualify for credit under our agreement with GE Money Bank may apply for credit under a secondary program maintained by the company through another provider.
Termination of our agreement with GE Money Bank or with our secondary provider, any material change to the terms of our agreement with either of these providers, or in the availability or terms of credit for our customers from these providers, or any delay in securing replacement credit sources, could harm our sales, profitability and financial condition.
Risks of Retail Store Distribution Strategy. Our future growth and profitability will depend in large part upon our ability to execute our retail store distribution strategy, including increasing sales and profitability through our existing company-controlled stores, which carry significant fixed costs, and cost-effectively closing under-performing stores. If we are unable to regain growth in sales through our company-controlled stores, we may be required to incur significant costs to close underperforming stores, which could harm our profitability and financial condition.
Our company-controlled retail store distribution channel is our largest distribution channel and represents our largest opportunity for growth in sales and improvement in profitability. After several years of consistent growth in comparable store sales results through fiscal 2006, in 2007 we experienced adecline of 11% in our comparable stores sales versus 2006, and in 2008 we experienced a further decline of 25% in our comparable store sales versus 2007. After achieving profitability in the third quarter of 2008, our comparable store sales results declined by 29% in the fourth quarter of 2008 in comparison to fourth quarter of 2007. Our comparable-store sales and other operating results may fluctuate or decline significantly in the future. Many factors affect our comparable-store sales and other operating results and may contribute to fluctuations or declines in these results in the future, including but not limited to:
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• | The effectiveness of our marketing messages and the efficiency of our advertising expenditures; |
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• | Consumer acceptance of our existing products, new product offerings and brand image; |
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• | Consumer shopping trends, including mall traffic and internet shopping trends, and the increasing availability of retail shopping venues other than traditional retail malls; |
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• | Our ability to successfully hire, train, motivate and retain store-level sales professionals and managers; |
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• | The level and effectiveness of competitive activity; |
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• | The availability of cost-effective consumer credit options through our third-party providers; |
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• | The growth of our other distribution channels, including in particular the wholesale distribution of our products through mattress retailers into markets with existing company-controlled retail stores; |
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• | General economic conditions, including in particular the housing market, retail trends and consumer confidence; and |
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• | Global events, such as terrorist attacks or a pandemic outbreak, or the threat of such events. |
Future fluctuations or decreases in our comparable-store sales or other operating results could harm our sales, profitability and financial condition. We may also be required to incur significant costs to close underperforming stores if we are unable to regain growth in sales in under-performing stores. In addition, failure to regain growth in comparable-store sales or other operating results may disappoint securities analysts or investors and result in a decline in our stock price.
Risks of Wholesale Distribution Strategy. We have established wholesale relationships with a limited number of mattress retailers and with the QVC shopping channel. These relationships may not yield the benefits we expect and may adversely impact sales through our company-controlled distribution channels. The loss of a significant wholesale account or the loss of distribution through QVC could adversely impact our sales, profitability and financial condition.
An important element of our growth strategy has been expansion of profitable distribution through our existing company-controlled distribution channels and increasing opportunities for consumers to become aware of, and to purchase, our products through additional points of distribution. We have only limited experience with a small number of mattress retailers and with the QVC shopping channel, and these wholesale relationships may not yield the intended benefits of leveraging our advertising spending and increasing our brand awareness, sales and overall market acceptance of our products. Our wholesale distribution may also adversely impact sales through our company-controlled distribution channels. The gross margin from wholesale sales is also less than the gross margin we generate in our company-controlled channels. The loss of distribution through QVC could adversely impact our sales, profitability and financial condition.
Dependence on Key Suppliers. We rely upon several key suppliers that are, in some instances, the only source of supply currently used by the company for particular materials or components. The failure of one or more of these suppliers or our other key suppliers to supply materials or components for our products on a timely basis, or a material change in the purchase terms for the materials or components, could harm our sales, profitability and financial condition.
We currently obtain all of the materials and components used to produce our beds from outside sources. In several cases, including our proprietary air chambers, our proprietary blow-molded foundations, the wood foundations sold to our wholesale and hospitality channels, our adjustable foundations, various components for our Firmness Control Systems, as well as fabrics and zippers, we have chosen to obtain these materials and components from suppliers who serve as the only source of supply used by the company at this time. While we believe that these materials and components, or suitable replacements, could be obtained from other sources of supply, in the event that any of the company’s current suppliers became unable to supply the relevant materials or components for any reason, and alternatives were not readily available from other sources of supply, our sales, profitability and financial condition could be harmed. If our relationship with either the supplier of our air chambers or the supplier of our blow-molded foundations is terminated, we could have difficulty in replacing these sources since there are relatively few other suppliers capable of manufacturing these components.
We purchase some of our materials and components through purchase orders and do not have long-term purchase agreements with, or other contractual assurances of continued supply, pricing or access from, our suppliers, except for the suppliers of
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our air chambers, blow-molded foundations, foam, circuit boards and various components used for our covers, including fiber, fabrics, thread and tick. If prices for our key materials or components increase and we are unable to achieve offsetting savings through value engineering or increased productivity or we are unable to increase prices to our customers, our profitability and financial condition may be harmed. The loss of one or more of our key suppliers, the failure of one or more of our key suppliers to supply materials or components on a timely basis, or a material change in the purchase terms for our components could harm our sales, profitability and financial condition.
Our uncertain financial position may also disrupt relationships with our suppliers, which may prevent us from obtaining necessary components, supplies or services on acceptable terms or at all.
Inflationary Pressures. Increases in commodity prices, component costs and/or delivery costs could harm our sales, profitability and financial condition.
Recently there have been significant increases or volatility in the prices of certain commodities, including but not limited to fuel, oil, natural gas, rubber, cotton, plastic resin, steel and chemical ingredients used to produce foam. Increases in prices of these commodities may result in significant cost increases for our raw materials and product components, as well as increases in the cost of delivering our products to our customers. To the extent we are unable to offset any such increased costs through value engineering and similar initiatives underway, or through price increases, our profitability and financial condition may be adversely impacted. If we choose to increase prices to offset the increased costs, our unit sales volumes could be adversely impacted.
Risks of Just-In-Time Manufacturing Processes. We utilize “just-in-time” manufacturing processes with minimal levels of raw materials, work in process and finished goods inventories, which could leave us vulnerable to shortages of supply of key components. Any such shortage could result in our inability to satisfy consumer demand for our products in a timely manner and lost sales, which could harm our sales, profitability and financial condition.
We generally assemble our products after we receive orders from customers utilizing “just-in-time” manufacturing processes. Lead times for ordered components may vary significantly and depend upon a variety of factors, such as the location of the supplier, the complexity in manufacturing the component and general demand for the component. Some of our components, including our air chambers, have relatively longer lead times. We generally maintain minimal levels of raw materials, work in process and finished goods inventories, except for our air chambers, of which we generally carry approximately six weeks of inventory. As a result, an unexpected shortage of supply of key components used to manufacture our products, or an unexpected and significant increase in the demand for our products, could lead to inadequate inventory and delays in shipping our beds to customers. Any such delays could result in lost sales, which could harm our profitability and financial condition.
Risks of Foreign Sourcing of Materials. The foreign manufacturing of our air chambers and some of our other components involves risks that could increase our costs, lead to inadequate inventory levels or delays in shipping beds to our customers, which could harm our sales, profitability and financial condition.
Since our air chambers and some of our other components are manufactured outside the United States, our operations could be harmed by the risks associated with foreign sourcing of materials, including but not limited to:
| |
• | Political instability resulting in disruption of trade; |
| |
• | Existing or potential duties, tariffs or quotas that may limit the quantity of certain types of goods that may be imported into the United States or increase the cost of such goods; |
| |
• | Disruptions in transportation that could be caused by a variety of factors including acts of terrorism, shipping delays, foreign or domestic dock strikes, customs inspections or other factors; |
| |
• | Any significant fluctuation in the value of the U.S. dollar against foreign currencies; and |
| |
• | Economic uncertainties, including inflation. |
These factors could increase our costs of doing business with foreign suppliers, lead to inadequate inventory levels or delays in shipping beds to our customers, which could harm our sales, profitability and financial condition. If any of these or other factors were to render the conduct of any of our foreign suppliers’ businesses more difficult or impractical, we may have
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difficulty sourcing key components of our products, which could adversely affect our sales, profitability and financial condition.
Dependence on UPS and Other Carriers. We depend upon UPS and other carriers to deliver some of our products to customers on a timely and cost-effective basis. Any significant delay in deliveries to our customers could lead to increased returns and cause us to lose sales. Any increase in freight charges could increase our costs of doing business and harm our sales, profitability and financial condition.
Historically, we have relied to a significant extent on UPS for delivery of our products to customers. For a significant portion of the third quarter of 1997, UPS was unable to deliver our products within acceptable time periods due to a labor strike, causing delays in deliveries to customers and requiring us to use alternative carriers. UPS may not be able to avert labor difficulties in the future or may otherwise experience difficulties in meeting our requirements in the future. From 2000 to 2003, we demonstrated an ability to shift a portion of our product delivery business to FedEx, as necessary. In addition, we either provide directly, or contract with a third party to provide, in-home delivery, assembly and mattress removal services, and in 2003 expanded the availability of this service to all of our retail stores across the country. Despite these alternative carriers, if UPS were to experience difficulties in meeting our requirements, we may not be able to deliver products to all of our customers on a timely or cost-effective basis through any alternative carriers. Any significant delay in deliveries to our customers could lead to increased returns and cause us to lose sales. Any increase in freight charges could increase our costs of doing business and harm our sales, profitability and financial condition.
Risk of Damage to our Manufacturing Facilities. Damage to either of our manufacturing facilities could increase our costs of doing business or lead to delays in shipping our beds, which could result in increased returns and adversely affect future sales.
We have two manufacturing plants, which are located in Irmo, South Carolina and in Salt Lake City, Utah. Unlike other mattress manufacturers, we generally manufacture beds to fulfill orders rather than stocking finished goods inventory. Therefore, the destruction or shutting down of either of our manufacturing facilities for a significant period of time as a result of fire, explosion, act of war or terrorism, flood, hurricane, tornado, earthquake, lightning or other natural disaster could increase our costs of doing business and lead to delays in shipping our beds to customers. Such delays could result in increased returns and adversely affect future sales, which could harm our profitability and financial condition. Due to our make-to-order business model, these adverse consequences to our business may be greater for our company than with other mattress manufacturers.
Competition. The mattress industry is highly competitive. Our business could be harmed by existing competitive pressures or from one or more new entrants into the market.
Our Sleep Number beds compete with a number of different types of mattress alternatives, including standard innerspring mattresses, foam mattresses, waterbeds, futons and other air-supported mattress products sold through a variety of channels, including home furnishings stores, specialty mattress stores, department stores, mass merchants, wholesale clubs, telemarketing programs, television infomercials and catalogs. The mattress industry is characterized by a high degree of concentration among the three largest manufacturers of innerspring mattresses with nationally recognized brand names, including Sealy, which also owns the Stearns & Foster brand, Serta and Simmons. Numerous other manufacturers, primarily operating on a regional or niche basis, serve the balance of the mattress market. Tempur-Pedic International, Inc. and other companies compete in the mattress industry with foam mattress products. A number of mattress manufacturers, including Sealy and Simmons, as well as a number of smaller manufacturers, including low-cost foreign manufacturers, have offered air beds that compete with our products.
We believe that many of our competitors, including in particular the three largest innerspring mattress manufacturers and Tempur-Pedic, have greater financial, marketing and manufacturing resources and better brand name recognition than we do and sell products through broader and more established distribution channels. Our stores and other company-controlled distribution channels compete with other retailers who often provide a wider selection of mattress alternatives than we offer through our channels of distribution, which may place our channels of distribution at a competitive disadvantage. These manufacturing and retailing competitors, or new entrants into the market, may compete aggressively and gain market share with existing and new mattress products, and may pursue or expand their presence in the air bed segment of the market. Some competitors may engage in aggressive advertising strategies that may include false or misleading claims about competitive products and/or our products. Any such competition could inhibit our ability to retain or increase market share, inhibit our ability to maintain or increase prices and reduce our margins, which could harm our sales, profitability and financial condition.
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Need for Continuous Product Improvement. If we are unable to enhance our existing products and develop and market new products that respond to customer needs and achieve market acceptance, we may not be able to regain growth in sales or improvement in profitability.
One of our growth strategies is to continue to lead our industry in product innovation and sleep expertise by enhancing existing products and by developing and marketing new products that deliver personalized comfort and better sleep. We may not be successful in developing or marketing enhanced or new products that will receive acceptance in the marketplace. Further, the resulting level of sales from any of our enhanced or new products may not justify the costs associated with the development and marketing. Any failure to continue to develop and market enhanced or new products in a cost-effective manner could harm our ability to regain growth in sales or growth in profitability.
Adequacy of Management Information Systems. In December 2008, we abandoned plans to implement an SAP®-based enterprise-wide information technology architecture. As a result, we are currently enhancing our existing management information systems to support our existing and anticipated business needs and to comply with evolving payment card industry and state and federal regulatory standards applicable to data privacy and security. This project may take longer and may require more resources to implement than anticipated, may cause distraction of key personnel, and may cause disruptions to our business. Any of these outcomes could impair our ability to achieve critical strategic initiatives and could harm our sales, profitability and financial condition.
We depend upon our management information systems for many aspects of our business. Our current information systems architecture includes some off-the-shelf programs as well as some key software that has been developed by our own programmers, which is not easily modified or integrated with other software and systems and limits the flexibility and scalability of our information systems. Our business will be adversely affected if our management information systems are disrupted or if we are unable to improve, upgrade, integrate or expand our systems to meet business and regulatory requirements. In addition, any failure of our systems and processes to adequately protect customer information from theft or loss could adversely impact our business, reputation, sales, profitability and financial condition.
Risks of Compliance with Governmental Regulations. We are subject to a wide variety of government regulations. Any failure to comply with any of these regulations could harm our business, reputation, sales, profitability and financial condition. We may be required to incur significant expenses or to modify our operations in order to ensure compliance with these regulations.
We are subject to a wide variety of government regulations relating to the bedding industry or to various aspects of our business and operations, including without limitation:
| |
• | Regulations relating to the proper labeling of bedding merchandise and other aspects of product handling and sale; |
| |
• | State regulations related to the proper labeling and sale of bedding products produced in part from refurbished components; |
| |
• | Federal and state flammability standards applicable generally to mattresses and mattress and foundation sets; |
| |
• | Federal safety standards applicable to children’s products generally, including some mattresses products; |
| |
• | Environmental and product safety regulations; |
| |
• | Consumer protection and data privacy regulations; |
| |
• | Regulations related to marketing and advertising claims; |
| |
• | Various federal and state “do not call” or “do not mail” list requirements; |
| |
• | Federal, state and foreign labor laws, including but not limited to laws relating to occupational health and safety, employee privacy, wages and hours, overtime pay, harassment and discrimination, equal opportunity, and employee leaves and benefits; |
| |
• | Antitrust regulations in the United States and foreign jurisdictions where we distribute our products; |
| |
• | Import and export regulations; |
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| |
• | Federal and state tax laws; and |
| |
• | Federal and state securities laws. |
Although we believe that we are in compliance in all material respects with these regulations and have implemented a variety of measures to promote continuing compliance, regulations may change over time and we may be required to incur expenses and/or to modify our operations in order to ensure compliance with these regulations, which could harm our profitability and financial condition. If we are found to be in violation of any of the foregoing laws or regulations, we could become subject to fines, penalties, damages or other sanctions, as well as potential adverse public relations, which could adversely impact our business, reputation, sales, profitability and financial condition.
Risks of Compliance with Flammability Standards. All mattresses and mattress and foundation sets, including ours, became subject to new federal flammability standards and related regulations in July 2007. Compliance with these regulations has increased our product costs, has required modifications to our systems and operations and may increase the risk of disruptions to our business due to ongoing testing to assure compliance or due to regulatory inspections.
The federal Consumer Product Safety Commission adopted new flammability standards and related regulations which became effective nationwide in July 2007 for mattresses and mattress and foundation sets. Compliance with these requirements has resulted in higher materials and manufacturing costs for our products, and has required modifications to our information systems and business operations, further increasing our costs. To the extent we are unable to offset increased costs through value engineering and similar initiatives, or through price increases, our profitability may be adversely impacted. If we choose to increase prices to offset the increased costs, our unit sales volumes could be adversely impacted.
Compliance also requires more complicated manufacturing processes, which may reduce our manufacturing capacity and may require us to expand our manufacturing capacity sooner than otherwise anticipated.
The new regulations require manufacturers to implement quality assurance programs and encourage manufacturers to conduct random testing of products. The new regulations also require maintenance and retention of compliance documentation. These quality assurance and documentation requirements are costly to implement and maintain. If any product testing yields results indicating that any of our products may not meet the flammability standard, or if we obtain test results or other evidence that any of our products may fail to meet the standard or that a material or process used in manufacturing could affect the test performance of our product, we may be required to temporarily cease production and distribution and/or to recall products from the field, and we may be subject to fines or penalties, any of which outcomes could harm our business, reputation, sales, profitability and financial condition. We may also face increased risks of disruptions to our business caused by regulatory inspections.
Risks of Compliance with Safety Standards. All children’s products, including some mattresses, are subject to new consumer product safety standards. Compliance with these regulations may increase our product costs and may require modifications to our systems and operations.
The Consumer Product Safety Improvement Act (CPSIA) establishes new lead and phthalates content standards for certain children’s products, including some mattresses. Portions of the CPSIA, including compliance with the component content standards are effective February 10, 2009. The Consumer Product Safety Commission has stayed the enforcement of the testing and certification requirements for the component testing and certification until February 10, 2010. Compliance with these regulations may increase our product costs and may require modifications to our systems and operations.
Risks of Seasonal Influences. Our business is subject to seasonal influences and a substantial portion of our net sales is often realized in the last month or last few weeks of a quarter, due in part to our promotional schedule and commission structure. As our marketing expenditures are largely based on our expectations of future customer inquiries and net sales, and cannot be adjusted quickly, a failure to meet these expectations may harm our profitability and financial condition.
Our business is subject to some seasonal influences, with typically lower sales in the second quarter, and increased sales during selected holiday or promotional periods. Furthermore, a substantial portion of our sales is often realized in the last month or last few weeks of a quarter, due in part to our promotional schedule and commission structure. The level of our marketing and advertising expenses is based, in significant part, on our expectations of future customer inquiries and net sales
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and cannot be adjusted quickly. If there is a shortfall in expected net sales or in the conversion rate of customer inquiries, we may be unable to adjust our spending in a timely manner and our sales, profitability and financial condition may be harmed.
Product Returns and Warranty Claims. Significant and unexpected return rates under our 30-night trial period, or significant and unexpected warranty claims under our 20-year limited warranty, could harm our sales, profitability and financial condition.
Part of our marketing and advertising strategy focuses on providing a 30-night trial in which customers may return their beds and obtain a refund of the purchase price if they are not fully satisfied with our product. Return rates may not remain within acceptable levels. An unexpected increase in return rates could harm our sales, profitability and financial condition. We also provide our customers with a 20-year limited warranty on our beds. We may receive significant and unexpected claims under these warranty obligations that could exceed our warranty reserves. Warranty claims in excess of our warranty reserves could harm our profitability and financial condition.
Exposure to Product Liability Claims. We may face exposure to product liability claims.
We face an inherent business risk of exposure to product liability claims in the event that the use of any of our products is alleged to have resulted in personal injury or property damage. In the event that any of our products proves to be defective, we may be required to recall or redesign such products. In 2004 and in 2008, we experienced increased returns and adverse impacts on sales, as well as product liability litigation, as a result of media reports related to the alleged propensity of our products to develop mold. We may experience material increases in returns and material adverse impacts on sales or additional litigation in the event any similar media reports were to occur in the future. We maintain insurance against product liability claims, but such coverage may not continue to be available on terms acceptable to us and may not be adequate for liabilities actually incurred. A successful claim brought against us in excess of available insurance coverage, or any claim or product recall that results in significant adverse publicity against us, may have a material adverse effect on our business.
Protection of Our Intellectual Property. If we are unable to protect our intellectual property, we may be unable to prevent other companies from using our technology in competitive products.
We own various U.S. and foreign patents and patent applications related to certain elements of the design and function of our beds and related products. We also own several registered and unregistered trademarks and trademark applications, including in particular our Select Comfort and Sleep Number trademarks, which we believe have significant value and are important to the marketing of our products to customers. In addition to patents and trademarks, we rely upon copyrights, trade secrets and other intellectual property rights and we have implemented several measures to protect our intellectual property and confidential information contained in our products, such as entering into assignment of invention and nondisclosure agreements with certain of our employees. Our ability to compete effectively with other companies depends, to a significant extent, upon our ability to maintain the proprietary nature of our owned intellectual property and confidential information. Our intellectual property rights may not provide substantial protection against infringement or piracy and may be circumvented by our competitors. Our protective measures may not protect our intellectual property rights or confidential information or prevent our competitors from developing and marketing products that are similar to or competitive with our beds or other products. In addition, the laws of some foreign countries may not protect our intellectual property rights and confidential information to the same extent as the laws of the United States. If we are unable to protect our intellectual property, we may be unable to prevent other companies from using our technology or trademarks in connection with competitive products, which could adversely affect our sales, profitability and financial condition.
Intellectual property litigation, which could result in substantial costs to us and the diversion of significant time and effort by our executive management, may be necessary to enforce our patents and trademarks and to protect our trade secrets and proprietary technology. We may not have the financial resources necessary to enforce or defend our intellectual property rights.
We are not aware of any material intellectual property infringement or invalidity claims that may be asserted against us, however, it is possible that third parties, including competitors, may successfully assert such claims. The cost of defending such claims, or any resulting liability, or any failure to obtain necessary licenses on reasonable terms, may adversely impact our sales, profitability and financial condition.
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Dependence on Management and Other Key Employees. The loss of the services of any members of our executive management team could adversely impact our ability to execute our business strategy and growth initiatives and could harm our business.
We are currently dependent upon the continued services, ability and experience of our executive management team, particularly William R. McLaughlin, our Chief Executive Officer. The loss of the services of Mr. McLaughlin or any other member of our executive management team could have an adverse effect on our ability to execute our business strategy and growth initiatives and on our sales, profitability and financial condition. We do not maintain any key person life insurance on any members of our executive management team. Our future growth and success will also depend upon our ability to attract, retain and motivate other qualified personnel.
NASDAQ Listing Requirements. Failure to satisfy NASDAQ Global Select Market listing requirements may result in our common stock being removed from listing on the NASDAQ Global Select Market.
Our common stock is currently listed on the NASDAQ Global Select Market under the symbol “SCSS.” For continued inclusion on the NASDAQ Global Select Market, we must generally maintain, among other requirements, either (a) shareholders’ equity of at least $10 million, a minimum closing bid price of $1.00 per share and a market value of our public float of at least $5 million; or (b) market capitalization of at least $50 million, a minimum closing bid price of $1.00 per share and a market value of our public float of at least $15 million. We currently do not meet these minimum closing bid price and market capitalization requirements. NASDAQ has recently suspended enforcement, through April 20, 2009, of the rules requiring a minimum closing bid price and a minimum market value of public float. After April 20, 2009, however, if we fail to meet the minimum closing bid price or the minimum market value standards described above for at least 30 consecutive trading days, our common stock could be at risk of being removed from listing on the NASDAQ Global Select Market. If our common stock were removed from listing on the NASDAQ Global Select Market, our common stock may be transferred to the NASDAQ Capital Market if we satisfy the listing criteria for the NASDAQ Capital Market, or trading of our common stock may be conducted in the over-the-counter market in the so-called “pink sheets” or, if available, the National Association of Securities Dealer’s “Electronic Bulletin Board.” Consequently, broker-dealers may be less willing or able to sell and/or make a market in our common stock, which may make it more difficult for shareholders to dispose of, or to obtain accurate quotations for the price of, our common stock. Removal of our common stock from listing on the NASDAQ Global Select Market may also make it more difficult for us to raise capital through the sale of our securities.
Risks of International Distribution. Through relationships with other parties, we distribute products in Canada and Australia, which presents some additional risks to our business.
To date, the vast majority of our sales have been made in the U.S. and we have sold only very minimal quantities of products in foreign jurisdictions. In late 2005 we began to distribute our products in Canada through an independent retailer. In late 2007 we entered into relationships with an Australian-based manufacturer and an Australian-based retailer to begin distribution of Sleep Number beds in Australia and New Zealand. Our lack of experience in international distribution presents some risks to our business, including without limitation the need to build awareness of our products and brand in new markets, the need to gain market acceptance for new products that represent a significant departure from traditional bedding products, logistical and systems complexities, different levels of protection of our intellectual property, language and cultural differences, the need to comply with additional and different regulatory requirements, foreign currency exchange risks and political instability.
Although several members of our senior management team have significant experience in international distribution of consumer goods, as a company our experience in this area is limited. The current economic environment and its impact on our business has limited our ability to invest in our international infrastructure, which may adversely impact the sales and profitability of our international operations, as well as the timing of additional international expansion. If we are unable to achieve consumer awareness and market acceptance for our products in foreign jurisdictions, we may not be able to achieve sufficient sales and profitability in our international operations to justify the investment.
Risks of Terrorist Attacks. Additional terrorist attacks in the United States or against U.S. targets, or acts of war or threats of war or the escalation of current hostilities involving the United States or its allies could adversely impact our sales, profitability, financial condition or stock price in unpredictable ways.
Additional terrorist attacks in the United States or against U.S. targets, or acts of war or threats of war or the escalation of current hostilities involving the United States or its allies, or military or trade disruptions impacting our domestic or foreign suppliers of components of our products, may adversely impact our operations, including, but not limited to, causing delays or losses in the delivery of merchandise to us and decreased sales of our products. These events could cause an increase in oil
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or other commodity prices, which could adversely affect our materials or transportation costs, including the costs of delivery of our products to customers. More generally, any of these events could adversely impact consumer confidence and spending or result in increased volatility in the U.S. and worldwide financial markets. These events also could cause, or deepen and prolong, an economic recession in the United States or abroad. Any of these occurrences could have an adverse impact on our sales, profitability and financial condition, and may result in volatility of our stock price.
Risks of Pandemic. An outbreak of Avian Flu or a pandemic, or the threat of a pandemic, may adversely impact our ability to produce and deliver our products or may adversely impact consumer demand.
Concern has grown recently over the possibility of a significant or global outbreak of avian flu or a similar pandemic. A significant outbreak of avian flu, or a similar pandemic, or even a perceived threat of such an outbreak, could cause significant disruptions to our supply chain, manufacturing capability and distribution system that could adversely impact our ability to produce and deliver products, which could result in a loss of sales and adversely impact on our profitability and financial condition. Similarly, such events could adversely impact consumer confidence and consumer demand generally, which could adversely impact our sales, profitability and financial condition.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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ITEM 2. PROPERTIES
Distribution Locations
We currently lease all of our existing retail store locations and expect that our policy of leasing, rather than owning stores will continue. Our store leases generally provide for an initial lease term of five to seven years with a mutual termination option if we do not achieve certain minimum annual sales thresholds. Generally, the store leases require us to pay minimum rent plus percentage rent based on net sales in excess of certain thresholds, as well as certain operating expenses.
The following table summarizes the geographic location of our 471 company-owned stores and 801 retail partner doors as of January 3, 2009:
| | | | | | | | | | |
| | Company-
Owned
Stores | | Retail
Partner
Doors | | | | Company
Owned
Stores | | Retail
Partner
Doors |
Alabama | | 5 | | - | | Montana | | 3 | | - |
Alaska | | - | | 3 | | Nebraska | | 3 | | - |
Arizona | | 12 | | 41 | | Nevada | | 4 | | 25 |
Arkansas | | 4 | | - | | New Hampshire | | 5 | | - |
California | | 48 | | 148 | | New Jersey | | 14 | | - |
Colorado | | 16 | | - | | New Mexico | | 2 | | - |
Connecticut | | 6 | | - | | New York | | 15 | | - |
Delaware | | 2 | | - | | North Carolina | | 13 | | 31 |
Florida | | 33 | | 56 | | North Dakota | | 2 | | - |
Georgia | | 17 | | 38 | | Ohio | | 20 | | 17 |
Hawaii | | - | | 6 | | Oklahoma | | 3 | | 6 |
Idaho | | 1 | | - | | Oregon | | 4 | | 25 |
Illinois | | 22 | | - | | Pennsylvania | | 19 | | - |
Indiana | | 13 | | 13 | | Rhode Island | | 1 | | - |
Iowa | | 6 | | - | | South Carolina | | 6 | | 7 |
Kansas | | 5 | | 4 | | South Dakota | | 2 | | - |
Kentucky | | 4 | | 2 | | Tennessee | | 9 | | 14 |
Louisiana | | 5 | | 5 | | Texas | | 39 | | 166 |
Maine | | 2 | | - | | Utah | | 4 | | - |
Maryland | | 12 | | - | | Vermont | | 1 | | - |
Massachusetts | | 8 | | - | | Virginia | | 13 | | - |
Michigan | | 14 | | - | | Washington | | 13 | | 49 |
Minnesota | | 15 | | - | | West Virginia | | 1 | | - |
Mississippi | | 2 | | 2 | | Wisconsin | | 10 | | - |
Missouri | | 13 | | 9 | | Wyoming | | - | | - |
| | | | | | Canada | | - | | 134 |
| | | | | | Total | | 471 | | 801 |
Manufacturing and Headquarters
We lease our 159,000-square-foot corporate headquarters in Minneapolis, Minnesota. The lease commenced in November 2007 and runs through 2017 with two five-year renewal options.
We also lease approximately 122,000 square feet in Minneapolis, Minnesota that includes our direct marketing call center, our customer service group, our research and development department, and a distribution center that accepts returns and processes warranty claims. This lease expires in 2017 and contains one five-year renewal option.
We lease two manufacturing and distribution centers in Irmo, South Carolina and Salt Lake City, Utah of approximately 105,000 square feet and approximately 101,000 square feet, respectively. We lease the Irmo facility through February 2013, and the Salt Lake City facility through April 2010, with a five-year renewal option thereafter.
To support our accessories business and our program with Radisson Hotels and Resorts, we lease approximately 40,000 square feet in Omaha, Nebraska, through July 2009. We plan to close this facility in 2009 and relocate its operations to our Minneapolis distribution center.
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ITEM 3. LEGAL PROCEEDINGS
On April 25, 2008, a lawsuit was filed against one of our subsidiaries in Superior Court in Santa Clara County, California by one of our customers. The complaint asserted various claims related to products liability, breach of warranty, concealment, intentional misrepresentation and negligent misrepresentation and sought class certification. The complaint alleged that products sold by us prior to 2006 had a unique propensity to develop mold, alleged that the plaintiff suffered adverse health effects, and sought various forms of legal and equitable relief, including without limitation unspecified damages, punitive and exemplary damages, attorneys’ fees and costs, and injunctive relief. We removed the case to the U.S. District Court for the Northern District of California. On September 30, 2008, the Court granted our motion to dismiss and strike the purported class action claims, and allowed the plaintiff leave to amend the complaint. On October 30, 2008, the plaintiff filed an amended complaint alleging facts similar to those asserted in the initial complaint and asserting additional claims, including antitrust and RICO claims. We have filed a motion to dismiss the amended complaint on the same basis that the Court dismissed the original complaint, and our motion remains pending before the Court. As of January 3, 2009, no accrual had been established as we believe that the complaint is without merit and we intend to vigorously defend the claims.
We are involved from time to time in various other legal proceedings arising in the ordinary course of our business, including primarily commercial, employment and intellectual property claims. In accordance with generally accepted accounting principles in the United States, we record a liability in our consolidated financial statements with respect to any of these matters when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. With respect to these other matters, we believe that we have valid defenses to claims asserted against us and we do not expect the outcome of these other matters to have a material effect on our results of operations or financial position. Litigation, however, is inherently unpredictable, and it is possible that the ultimate outcome of one or more claims asserted against us could adversely impact our results of operations or financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock trades on The NASDAQ Stock Market LLC (NASDAQ Global Select Market) under the symbol “SCSS.” As of February 28, 2009, there were approximately 799 holders of record of our common stock. The following table sets forth the quarterly high and low sales prices per share of our common stock as reported by NASDAQ for the two most recent fiscal years. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.
| | | | | | | | | | | | | | | | | | | | | |
| | Fourth
Quarter | | Third
Quarter | | Second
Quarter | | First
Quarter | |
Fiscal 2008 | | | | | | | | | | | | | | | | | | | | | |
High | | | $ | 1.96 | | | | $ | 2.83 | | | | $ | 3.97 | | | | $ | 8.32 | | |
Low | | | | 0.19 | | | | | 1.16 | | | | | 1.47 | | | | | 3.10 | | |
| | | | | | | | | | | | | | | | | | | | | |
Fiscal 2007 | | | | | | | | | | | | | | | | | | | | | |
High | | | $ | 14.75 | | | | $ | 18.00 | | | | $ | 19.03 | | | | $ | 20.17 | | |
Low | | | | 6.11 | | | | | 13.90 | | | | | 15.94 | | | | | 16.77 | | |
Select Comfort has not historically paid cash dividends on its common stock and is restricted from paying dividends under its credit agreement.
Information concerning stock repurchases completed during the fourth quarter of fiscal 2008 is set forth below:
| | | | | | | | | | | | | | | |
Fiscal Period | | Total Number of
Shares
Purchased | | 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 | |
September 28, 2008 through
October 25, 2008 | | | — | | — | | | | — | | | | | | |
October 26, 2008 through
November 29, 2008 | | | — | | — | | | | — | | | | | | |
November 30, 2008 through
January 3, 2009 | | | — | | — | | | | — | | | $ | 206,762,000 | | |
Total | | | — | | — | | | | — | | | | | | |
| | |
| | |
|
(1) | On April 20, 2007, our Board of Directors authorized the company to repurchase up to an additional $250.0 million of its common stock, bringing the total availability under our share repurchase program to $290.0 million. The Finance Committee of the Board of Directors reviews repurchases under this program on a quarterly basis. There is no expiration date governing the period over which we can repurchase shares. As of January 31, 2009, the total outstanding authorization was $206.8 million. We may terminate or limit the stock repurchase program at any time. We currently have no plans to repurchase shares under this authorization. |
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Comparative Stock Performance
The graph below compares the total cumulative shareholder return on our common stock over the last five years to the total cumulative return on the Standard and Poor’s (“S&P”) 400 Specialty Stores Index and The NASDAQ Stock Market (U.S.) Index assuming a $100 investment made on January 3, 2004. Each of the three measures of cumulative total return assumes reinvestment of dividends. The stock performance shown on the graph below is not necessarily indicative of future price performance. The information contained in this “Comparative Stock Performance” section shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that we specifically request that it be treated as soliciting material or incorporate it by reference into a document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG SELECT COMFORT CORPORATION, S&P 400 SPECIALTY STORES INDEX,
AND THE NASDAQ STOCK MARKET (U.S.) INDEX
| | | | | | | | | | | | | | | | | | | |
| | 1/3/2004 | | 1/1/2005 | | 12/31/2005 | | 12/30/2006 | | 12/29/2007 | | 1/3/2009 | |
Select Comfort Corporation | | $ | 100 | | $ | 73 | | $ | 111 | | $ | 106 | | $ | 43 | | $ | 2 | |
S&P 400 Specialty Stores Index | | | 100 | | | 117 | | | 123 | | | 139 | | | 115 | | | 69 | |
The NASDAQ Stock Market (U.S.) Index | | | 100 | | | 108 | | | 111 | | | 122 | | | 134 | | | 79 | |
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Securities Authorized for Issuance under Equity Compensation Plans
The following table summarizes information about our equity compensation plans as of January 3, 2009:
EQUITY COMPENSATION PLAN INFORMATION
| | | | | | | |
Plan Category | | Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights(1) | | Weighted average
exercise price of
outstanding options,
warrants and rights | | Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in the
first column) | |
Equity compensation plans approved by security holders | | 5,074,000 | | $10.67 | | 1,435,000 | |
| | | | | | | |
Equity compensation plans not approved by security holders | | None | | Not applicable | | None | |
| | | | | | | |
Total | | 5,074,000 | | $10.67 | | 1,435,000 | |
| | |
| | |
|
(1) | Includes the Select Comfort Corporation 1990 Omnibus Stock Option Plan, the Select Comfort Corporation 1997 Stock Incentive Plan and the Select Comfort Corporation 2004 Stock Incentive Plan. |
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ITEM 6. SELECTED FINANCIAL DATA
(in thousands, except per share and selected operating data, unless otherwise indicated)
The Consolidated Statements of Operations Data and Consolidated Balance Sheet Data presented below have been derived from our Consolidated Financial Statements and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and Notes thereto included in this Annual Report on Form 10-K.
| | | | | | | | | | | | | | | | | | | |
| | Year | |
| | 2008(2) | | 2007 | | 2006(1) | | 2005 | | 2004 | | 2003(2) | |
Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | |
Net sales | | $ | 608,524 | | $ | 799,242 | | $ | 806,038 | | $ | 689,548 | | $ | 557,639 | | $ | 458,489 | |
Gross profit | | | 358,572 | | | 486,415 | | | 490,508 | | | 406,476 | | | 339,838 | | | 285,324 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | |
Sales and marketing | | | 332,068 | | | 372,467 | | | 341,630 | | | 286,206 | | | 250,628 | | | 207,400 | |
General and administrative | | | 57,994 | | | 64,351 | | | 65,401 | | | 49,300 | | | 37,826 | | | 33,974 | |
Research and development | | | 3,374 | | | 5,682 | | | 4,687 | | | 2,219 | | | 1,853 | | | 1,295 | |
Asset impairment charges | | | 34,594 | | | 409 | | | 5,980 | | | 162 | | | — | | | 71 | |
Operating (loss) income | | | (69,458 | ) | | 43,506 | | | 72,810 | | | 68,589 | | | 49,531 | | | 42,584 | |
Net (loss) income | | $ | (70,177 | ) | $ | 27,620 | | $ | 47,183 | | $ | 43,767 | | $ | 31,555 | | $ | 27,102 | |
Net (loss) income per share: | | | | | | | | | | | | | | | | | | | |
Basic | | $ | (1.59 | ) | $ | 0.59 | | $ | 0.89 | | $ | 0.82 | | $ | 0.58 | | $ | 0.55 | |
Diluted | | | (1.59 | ) | | 0.57 | | | 0.85 | | | 0.76 | | | 0.53 | | | 0.46 | |
Shares used in calculation of net income per share: | | | | | | | | | | | | | | | | | | | |
Basic | | | 44,186 | | | 46,536 | | | 52,837 | | | 53,357 | | | 54,015 | | | 49,157 | |
Diluted | | | 44,186 | | | 48,292 | | | 55,587 | | | 57,674 | | | 59,525 | | | 58,916 | |
| | | | | | | | | | | | | | | | | | | |
Consolidated Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |
Cash, cash equivalents and marketable debt securities | | $ | 13,057 | | $ | 7,279 | | $ | 90,175 | | $ | 123,091 | | $ | 101,963 | | $ | 75,118 | |
Working capital | | | (90,534 | ) | | (70,000 | ) | | 5,637 | | | 10,158 | | | 23,479 | | | 53,972 | |
Total assets | | | 135,413 | | | 190,489 | | | 228,961 | | | 239,838 | | | 202,033 | | | 153,506 | |
Borrowings under revolving credit facility | | | 79,150 | | | 37,890 | | | — | | | — | | | — | | | — | |
Capital lease obligations (non-current) | | | 621 | | | — | | | — | | | — | | | — | | | — | |
Total shareholders’ (deficit) equity | | | (41,630 | ) | | 24,126 | | | 115,694 | | | 121,347 | | | 114,344 | | | 92,201 | |
| | | | | | | | | | | | | | | | | | | |
Selected Operating Data: | | | | | | | | | | | | | | | | | | | |
Stores open at period-end(3) | | | 471 | | | 478 | | | 442 | | | 396 | | | 370 | | | 344 | |
Stores opened during period | | | 19 | | | 45 | | | 51 | | | 40 | | | 31 | | | 27 | |
Stores closed during period | | | 26 | | | 9 | | | 5 | | | 14 | | | 5 | | | 5 | |
Retail partner doors | | | 801 | | | 891 | | | 822 | | | 353 | | | 89 | | | 77 | |
Average net sales per store (000’s)(4) | | $ | 984 | | $ | 1,318 | | $ | 1,493 | | $ | 1,417 | | $ | 1,247 | | $ | 1,101 | |
Percentage of stores with more than $1.0 million in net sales(4) | | | 45 | % | | 73 | % | | 81 | % | | 77 | % | | 64 | % | | 49 | % |
Comparable-store sales (decrease) increase(5) | | | (25 | %) | | (11 | %) | | 7 | % | | 15 | % | | 16 | % | | 31 | % |
Average square footage per store open during period(4) | | | 1,410 | | | 1,315 | | | 1,200 | | | 1,121 | | | 1,032 | | | 990 | |
Net sales per square foot(4) | | $ | 703 | | $ | 1,024 | | $ | 1,244 | | $ | 1,264 | | $ | 1,208 | | $ | 1,113 | |
Average store age (in months at period end) | | | 91 | | | 84 | | | 81 | | | 79 | | | 75 | | | 70 | |
| | | | | | | | | | | | | | | | | | | | |
| |
(1) | In the first quarter of fiscal 2006, we adopted the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment,” requiring us to recognize expense related to the fair value of our stock-based compensation awards. We elected the modified prospective transition method and, accordingly, financial results for fiscal years prior to 2006 have not been restated. Stock-based compensation expense for fiscal 2008, 2007 and 2006 was $3,702, $6,252 and $8,325, respectively. Prior to the adoption of SFAS No. 123R, we followed the intrinsic value method in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” to account for our employee stock options and employee stock purchase plan. Accordingly, no compensation expense was recognized for share purchase rights granted in connection with the issuance of stock options under our employee stock option plan or employee stock purchase plan; however, compensation expense was recognized in connection with the issuance of restricted and performance shares granted. See Note 6 of the Notes to the Consolidated Financial Statements for additional information regarding stock-based compensation. Stock-based compensation expense (pre-tax) recognized in our financial results for years prior to fiscal 2006 was $793, $405, and $76 in 2005, 2004 and 2003, respectively. |
| |
(2) | Fiscal years 2008 and 2003 had 53 weeks. All other fiscal years presented had 52 weeks. |
| |
(3) | Includes stores operated in leased departments within other retail stores (none in 2008, 2007, 2006 and 2005; and 13 in 2004 and 2003). |
| |
(4) | For stores open during the entire period indicated. |
| |
(5) | Stores are included in the comparable-store calculation in the 13th full month of operation. Stores that have been remodeled or relocated within the same shopping center remain in the comparable-store base. The number of comparable-stores used to calculate such data was 452, 432, 391, 354, 339, and 316 for 2008, 2007, 2006, 2005, 2004 and 2003, respectively. Our 2008 comparable-store sales decrease reflects adjustments for an additional week of sales. Without adjusting for the additional week, comparable-stores sales would have decreased (25%) for 2008. Our 2004 and 2003 comparable-store sales increase reflects adjustments for an additional week of sales in 2003. Without adjusting for the additional week, comparable-store sales would have been 14% for 2004 and 34% for 2003. |
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The discussion in this Annual Report contains certain forward-looking statements that relate to future plans, events, financial results or performance. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “predict,” “intend,” “potential,” “continue” or the negative of these or similar terms. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, among others:
| |
• | Our current lack of adequate liquidity and capital resources and our ability to continue as a going concern; |
| |
• | Current general and industry economic trends; |
| |
• | Consumer confidence; |
| |
• | The effectiveness of our marketing messages; |
| |
• | The efficiency of our advertising and promotional efforts; |
| |
• | Consumer acceptance of our products, product quality, innovation and brand image; |
| |
• | Availability of attractive and cost-effective consumer credit options; |
| |
• | Execution of our retail distribution strategy, including our ability to cost-effectively close under-performing store locations; |
| |
• | Our dependence on significant suppliers and our ability to maintain relationships with key suppliers, including several sole source suppliers; |
| |
• | The vulnerability of key suppliers to recessionary pressures, labor negotiations, liquidity concerns or other factors; |
| |
• | Rising commodity costs and other inflationary pressures; |
| |
• | Industry competition; |
| |
• | Our ability to continue to improve our product line; |
| |
• | Warranty expenses; |
| |
• | Pending and potentially unforeseen litigation; |
| |
• | Increasing government regulations, including new flammability standards for the bedding industry and new safety standards for consumer products; |
| |
• | The adequacy of our management information systems to meet the evolving needs of our business and evolving regulatory standards applicable to data privacy and security; |
| |
• | Our ability to attract and retain senior leadership and other key employees, including qualified sales professionals; and |
| |
• | Global events, such as terrorist attacks or a pandemic outbreak, or the threat of such events. |
Additional information concerning these and other risks and uncertainties is contained under the caption “Risk Factors” in this Annual Report on Form 10-K.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in seven sections:
| | |
| • | Overview |
| • | Results of Operations |
| • | Liquidity and Capital Resources |
| • | Outlook |
| • | Off-Balance-Sheet Arrangements and Contractual Obligations |
| • | Critical Accounting Policies and Estimates |
| • | Recent Accounting Pronouncements |
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Table of Contents
Overview
Business Overview
Select Comfort is the leading developer, manufacturer and marketer of premium-quality, adjustable-firmness beds. The air-chamber technology of our proprietary Sleep Number bed allows adjustable firmness on each side of the mattress and provides a sleep surface that is clinically proven to provide better sleep quality and greater relief of back pain compared to traditional mattress products. In addition, we market and sell accessories and other sleep related products which focus on providing personalized comfort to complement the Sleep Number bed and provide a better night’s sleep for consumers.
We generate revenue by selling our products through four complementary distribution channels. Three of these channels: Retail, Direct Marketing and E-Commerce, are company-controlled and sell directly to consumers. Our wholesale channel sells to and through leading home furnishings retailers, specialty bedding retailers, the QVC shopping channel and to several end users such as Radisson Hotels and Resorts®.
Vision and Strategy
Our vision is to be a leading brand in the bedding industry, while improving people’s lives through better sleep.
We are executing against a defined strategy which focuses on the following key components:
| | |
| • | Building brand awareness and increasing store traffic through effective marketing programs; |
| • | Managing our business in the current economic environment through disciplined controls over costs and cash; |
| • | Accelerating product innovation to lead the industry in innovative sleep products; and |
| • | Leveraging our infrastructure in order to facilitate long-term profitability. |
Results of Operations
Fiscal 2008 Summary
Financial highlights for the fiscal year ended January 3, 2009 were as follows:
| | |
| • | Net loss totaled $70.2 million, or $(1.59) per diluted share, compared with net income of $27.6 million, or $0.57 per diluted share in 2007. The 2008 net loss includes non-cash charges for asset impairments totaling $34.6 million and establishment of a $26.8 million valuation allowance for deferred taxes. |
| | |
| • | Net sales decreased 24% to $608.5 million, compared with $799.2 million for the prior year, primarily due to a 25% comparable-store sales decline in our company-owned retail stores. |
| | |
| • | Our 2008 gross profit rate decreased to 58.9% compared with 60.9% for the prior year. The gross profit rate decrease was primarily due to higher commodity and logistics costs including the impact of higher fuel prices, increased material costs for compliance with new fire retardancy standards and for our new bed line launched last year, and the deleveraging impact of the 24% net sales decrease. |
| | |
| • | Sales and marketing expenses decreased by $40.4 million, but increased to 54.6% of net sales in 2008, compared with 46.6% of net sales for the prior fiscal year. The rate increase was driven by the deleveraging impact of the 24% net sales decrease. |
| | |
| • | General and administrative expenses declined $6.4 million compared with the prior year primarily due to workforce reductions and other cost reduction initiatives. |
| | |
| • | Cash provided by operating activities in 2008 totaled $3.0 million, compared with $44.0 million for the prior year. |
| | |
| • | During 2008, borrowings under our revolving credit facility increased from $37.9 million at December 29, 2007 to $79.2 million at January 3, 2009. We have taken significant actions designed to stabilize sales, reduce our cost structure and improve profitability. We also have been exploring a range of strategic and financing alternatives to enhance our financial flexibility and maintain our liquidity. If we are unable to obtain additional capital, we may not be able to fund our operating needs and we could face a risk of default under our credit agreement. |
| | |
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Table of Contents
The following table sets forth, for the periods indicated, our results of operations expressed as dollars and percentages of net sales. Figures are in millions except percentages and earnings per share amounts. Amounts may not add due to rounding differences.
| | | | | | | | | | | | | | | | | | | |
| | 2008 | | 2007 | | 2006 | |
| | $ | | % of
Net Sales | | $ | | % of
Net Sales | | $ | | % of
Net Sales | |
Net sales | | $ | 608.5 | | | 100.0 | % | $ | 799.2 | | | 100.0 | % | $ | 806.0 | | | 100.0 | % |
Cost of sales | | | 250.0 | | | 41.1 | | | 312.8 | | | 39.1 | | | 315.5 | | | 39.1 | |
Gross profit | | | 358.6 | | | 58.9 | | | 486.4 | | | 60.9 | | | 490.5 | | | 60.9 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | |
Sales and marketing | | | 332.1 | | | 54.6 | | | 372.5 | | | 46.6 | | | 341.6 | | | 42.4 | |
General and administrative | | | 58.0 | | | 9.5 | | | 64.4 | | | 8.1 | | | 65.4 | | | 8.1 | |
Research and development | | | 3.4 | | | 0.6 | | | 5.7 | | | 0.7 | | | 4.7 | | | 0.6 | |
Asset impairment charges | | | 34.6 | | | 5.7 | | | 0.4 | | | 0.1 | | | 6.0 | | | 0.7 | |
Total operating expenses | | | 428.0 | | | 70.3 | | | 442.9 | | | 55.4 | | | 417.7 | | | 51.8 | |
Operating (loss) income | | | (69.5 | ) | | (11.4 | ) | | 43.5 | | | 5.4 | | | 72.8 | | | 9.0 | |
Other (expense) income, net | | | (3.3 | ) | | (0.5 | ) | | — | | | — | | | 3.0 | | | 0.4 | |
(Loss) income before income taxes | | | (72.7 | ) | | (12.0 | ) | | 43.5 | | | 5.4 | | | 75.8 | | | 9.4 | |
Income tax (benefit) expense | | | (2.6 | ) | | (0.4 | ) | | 15.8 | | | 2.0 | | | 28.6 | | | 3.6 | |
Net (loss) income | | $ | (70.2 | ) | | (11.5 | %) | $ | 27.6 | | | 3.5 | % | $ | 47.2 | | | 5.9 | % |
| | | | | | | | | | | | | | | | | | | |
| | 2008 | | | | 2007 | | | | 2006 | | | |
Net (loss) income per share: | | | | | | | | | | | | | | | | | | | |
Basic | | $ | (1.59 | ) | | | | $ | 0.59 | | | | | $ | 0.89 | | | | |
Diluted | | | (1.59 | ) | | | | | 0.57 | | | | | | 0.85 | | | | |
Weighted-average number of common shares: | | | | | | | | | | | | | | | | | | | |
Basic | | | 44.2 | | | | | | 46.5 | | | | | | 52.8 | | | | |
Diluted | | | 44.2 | | | | | | 48.3 | | | | | | 55.6 | | | | |
The proportion of our total net sales, by dollar volume, from each of our channels during the last three years was as follows:
| | | | | | | | | | |
| | 2008 | | 2007 | | 2006 | |
Retail | | 78.2 | % | | 75.4 | % | | 76.2 | % | |
Direct | | 7.7 | % | | 8.0 | % | | 9.4 | % | |
E-Commerce | | 6.1 | % | | 6.8 | % | | 5.6 | % | |
Wholesale | | 8.0 | % | | 9.8 | % | | 8.8 | % | |
Total | | 100.0 | % | | 100.0 | % | | 100.0 | % | |
The components of total net sales change, including comparable-store net sales changes, were as follows:
| | | | | | | | | | |
| | 2008 | | 2007 | | 2006 | |
| | Channel
increase/
(decrease) | | Channel
increase/
(decrease) | | Channel
increase | |
Comparable stores(1) | | (25 | %) | | (11 | %) | | 7 | % | |
Net new stores | | 4 | % | | 9 | % | | 9 | % | |
Retail total | | (21 | %) | | (2 | %) | | 16 | % | |
Direct | | (26 | %) | | (16 | %) | | 1 | % | |
E-Commerce | | (32 | %) | | 20 | % | | 31 | % | |
Wholesale | | (38 | %) | | 11 | % | | 40 | % | |
Total net sales change | | (24 | %) | | (1 | %) | | 17 | % | |
| |
(1) | Stores are included in the comparable-store calculation in the 13th full month of operation. Stores that have been remodeled or relocated within the same shopping center remain in the comparable-store base. Fiscal 2008 included 53 weeks, as compared to 52 weeks in fiscal 2007. Comparable-store sales have been adjusted and reported as if both years had the same number of weeks. |
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The number of company-owned retail stores during the last three years, and independently owned and operated retail partner stores, was as follows:
| | | | | | | | | | |
| | 2008 | | 2007 | | 2006 | |
Company-owned retail stores: | | | | | | | | | | |
Beginning of year | | | 478 | | | 442 | | | 396 | |
Opened | | | 19 | | | 45 | | | 51 | |
Closed | | | (26 | ) | | (9 | ) | | (5 | ) |
End of year | | | 471 | | | 478 | | | 442 | |
| | | | | | | | | | |
Retail partner stores | | | 801 | | | 891 | | | 822 | |
Comparison of 2008 and 2007
Net Sales
Net sales in 2008 decreased 24% to $608.5 million, compared with $799.2 million in 2007. The sales decrease was due to a 25% comparable-store sales decline in our company-owned retail stores and decreases in wholesale, E-Commerce and direct channel sales, partially offset by sales from new company-owned retail stores opened in the past 12 months net of stores closed. Total sales of mattress units decreased 30% compared to 2007, while the average selling price per bed (mattress sales only divided by mattress units) in our company-controlled channels increased 4% to $1,764, while sales of other product and services decreased by 17%.
The $190.7 million net sales decrease compared with 2007 was comprised of the following: (i) a $127.1 million net decrease in sales from our company-owned retail stores, comprised of a $149.2 million decrease from comparable-stores and a $22.1 million increase from new stores, net of stores closed; (ii) a $29.5 million decrease in wholesale sales; (iii) a $17.6 million decrease in E-Commerce sales and (iv) a $16.5 million decrease in direct marketing sales.
Gross Profit
The gross profit rate decreased to 58.9% in 2008 compared with 60.9% in 2007. The majority of the gross profit rate decline was driven by higher commodity and logistics costs including the impact of higher fuel prices, increased production costs for our new line of beds and fire-retardant products launched last year, and the deleveraging impact of the 24% net sales decrease. In addition, a sales mix shift to lower margin products reduced the gross profit rate by approximately 0.4 percentage points (“ppt”), compared to the same period one year ago. These items were partially offset by an increase in the percentage of net sales from our retail distribution channel which increased the gross profit rate by approximately 0.5 ppt. Pricing initiatives implemented in our company-owned sales channels also favorably impacted our gross profit rate as compared to the prior year.
Sales and Marketing Expenses
Sales and marketing expenses in 2008 decreased to $332.1 million, or 54.6% of net sales, compared with $372.5 million, or 46.6% of net sales in 2007. The $40.4 million decrease was primarily due to the following: (i) a $17.9 million or 16% reduction in media spending compared with the same period one-year ago and (ii) reduced variable selling expenses due to the net sales decline including lower financing costs, percentage rents and variable store compensation. The 8.0 ppt sales and marketing expense rate increase was principally due to the deleveraging impact of the 24% net sales decline, partially offset by the $40.4 million expense decrease compared with the same period one year ago.
General and Administrative Expenses
General and administrative (“G&A”) expenses decreased $6.4 million to $58.0 million in 2008, compared with $64.4 million in 2007, but increased to 9.5% of net sales, compared with 8.1% in the prior year. The $6.4 million decrease in G&A expenses was primarily due to workforce reductions, reduced stock-based compensation expense, lower depreciation expense and other discretionary spending reductions. The year-over-year decline in stock-based compensation expense was primarily due to an increase in our estimated forfeiture rates resulting from the workforce reductions.
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Table of Contents
Research and Development
Research and development (“R&D”) expenses decreased to $3.4 million in 2008 compared with $5.7 million in 2007, and decreased as a percentage of net sales to 0.6% from 0.7%. Fiscal 2007 included additional R&D expenses related to the development of new fire retardant products and an upgrade of our entire line of bed models.
Asset Impairment Charges
Asset impairment charges increased to $34.6 million in 2008, compared with $0.4 million in 2007. During the fourth quarter of fiscal 2008, we elected to abandon our plan to implement an integrated suite of SAP®-based applications and recognized asset impairment charges totaling $27.6 million. During 2008, on a quarterly basis, we reviewed all of our stores for impairment and determined that certain store assets at underperforming stores were impaired. We recognized impairment charges totaling $7.0 million for the difference between the fair value and the carrying amounts of the related long-lived assets. The increase in store asset impairment charges compared to the prior year was due primarily to the deterioration of consumer spending and the more difficult economic environment. We estimate fair values based on the cash-flows expected to be generated by the assets.
During 2007, we determined that certain store assets at underperforming stores were impaired and recognized impairment charges of $0.4 million for the difference between fair value and the carrying amounts of the related long-lived assets.
Other (Expense) Income, Net
Other expense increased to $3.3 million compared with $40,000 in 2007. The $3.2 million increase in other expense was driven by increased interest expense from borrowings under our revolving line of credit due to higher average debt balances and increased interest rates, and lower average cash and investment balances compared to the same period one year ago.
Income Tax (Benefit) Expense
Income tax benefit in 2008 was $2.6 million compared with income tax expense of $15.8 million in 2007. The effective tax rate was (3.5%) and 36.5% in 2008 and 2007, respectively. The change in the effective income tax rate is primarily due to the establishment of a $26.8 million valuation allowance against our deferred tax assets that we recorded in the fourth quarter of fiscal 2008. The remainder of the change in the effective tax rate resulted from the absence of a manufacturing deduction that we realized in 2007 and a higher state income tax rate in 2008, partially offset by a $0.6 million discrete tax benefit adjustment recognized in 2008 related to research and development tax credits for prior years based on the recognition guidance under FASB Interpretations No. 48,Accounting for Uncertainty in Income Taxes.
Comparison of 2007 and 2006
Net Sales
Net sales in 2007 decreased 1% to $799.2 million, compared with $806.0 million in 2006. The sales decrease was due to an 11% comparable-store sales decline in our company-owned retail stores and a decrease in direct channel sales, partially offset by sales from 36 net new company-owned retail stores opened in the past 12 months and sales growth in our E-Commerce and wholesale distribution channels. Total sales of mattress units decreased 1% compared to 2006, and the average selling price per bed (mattress sales only divided by mattress units) in our company-controlled channels was essentially flat at $1,694, while sales of other product and services increased by 2%.
The $6.8 million net sales decrease compared with 2006 was comprised of the following: (i) a $12.2 million decrease in direct marketing sales and (ii) an $11.6 million net decrease in sales from our company-owned retail stores, comprised of a $66.3 million decrease from comparable-stores and a $54.7 million increase from new stores, net of stores closed, partially offset by, (iii) a $9.0 million increase in E-Commerce sales and (iv) an $8.0 million increase in wholesale sales.
Gross Profit
The gross profit rate of 60.9% in 2007 was consistent with the prior year. The gross profit rate benefited from improvements in sourcing, manufacturing productivity and our ongoing implementation of a hub-and-spoke logistics network which reduced our cost of sales. The gross profit rate also benefited from a reduction in warranty costs per unit.
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These items were offset by increased costs to comply with the new open flame fire retardancy standards which became effective for all products manufactured after July 1, 2007 and increased production costs associated with our new line of beds. In addition, the gross profit rate was negatively impacted by a sales mix shift to lower margin products which reduced the gross profit rate by approximately 0.4 ppt.
Sales and Marketing Expenses
Sales and marketing expenses in 2007 increased to $372.5 million, or 46.6% of net sales, compared with $341.6 million, or 42.4% of net sales in 2006. The $30.9 million expense increase was primarily due to operating costs associated with 36 net new stores opened in the past 12 months, an increased use of promotional financing offers and increased media spending. The 4.2 ppt. sales and marketing expense rate increase was primarily due to the deleveraging impact of an 11% comparable-store sales decline and the $30.9 million expense increase compared with the prior year. Total media spending increased 4% compared with 2006 and was 0.7 ppt. higher on a rate basis.
General and Administrative Expenses
General and administrative expenses decreased $1.0 million to $64.4 million in 2007, compared with $65.4 million in 2006, and remained consistent with the prior year on a rate basis. G&A expenses were favorably impacted by a $3.7 million reduction in incentive-based compensation costs compared to the prior year, partially offset by an increase in other expenses of $2.7 million, including increased information technology expenses and occupancy costs.
Research and Development
Research and development expenses increased to $5.7 million in 2007 compared with $4.7 million in 2006, and increased as a percentage of net sales to 0.7% from 0.6%. The dollar and percentage of net sales increases in R&D expenses were the result of continued investment in new product innovation and increased development costs to comply with the new open flame fire retardancy standards.
Asset Impairment Charges
Asset impairment charges decreased to $0.4 million in 2007, compared with $6.0 million in 2006. The 2007 asset impairment charges primarily related to assets at underperforming stores. The 2006 asset impairment charges included $5.4 million for abandoned software in connection with our decision to implement a new SAP® enterprise resource planning system, and $0.6 million related to assets at underperforming stores.
Other (Expense) Income, Net
Other expense was flat in 2007, compared with $3.0 million of other income in 2006. The $3.0 million decrease was driven by lower average cash and investment balances compared with 2006 which resulted in reduced interest income, increased interest expense from borrowings under our revolving line of credit to fund 2007 common stock repurchases and $0.3 million of net realized losses on the sales of marketable debt securities.
Income Tax Expense
Income tax expense decreased to $15.8 million in 2007, compared with $28.6 million in 2006. The effective tax rate was 36.5% and 37.8% in 2007 and 2006, respectively. The lower effective tax rate in 2007 was primarily due to research and development income tax credits recognized in 2007 based on federal tax law changes, and increased tax benefit related to manufacturing deductions.
Liquidity and Capital Resources
As of January 3, 2009, we had cash and cash equivalents of $13.1 million compared with $7.3 million as of December 29, 2007. The $5.8 million increase in cash and cash equivalents was primarily due to $3.0 million of cash provided by operating activities and a $35.8 million net increase in short-term borrowings partially offset by $32.2 million of capital expenditures.
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The following table summarizes our cash flows for the fiscal year ended January 3, 2009, and December 29, 2007 ($ in millions):
| | | | | | | |
| | Fiscal Year Ended | |
| | January 3,
2009 | | December 29,
2007 | |
Total cash provided by (used in): | | | | | | | |
Operating activities | | $ | 3.0 | | $ | 44.0 | |
Investing activities | | | (32.2 | ) | | 37.6 | |
Financing activities | | | 35.0 | | | (83.1 | ) |
Increase (decrease) in cash and cash equivalents | | $ | 5.8 | | $ | (1.5 | ) |
Cash provided by operating activities for the fiscal year ended January 3, 2009 and December 29, 2007 was $3.0 million and $44.0 million, respectively. The $41.1 million year-over-year decrease in cash from operating activities was comprised of a $97.8 million decline in net (loss) income and a $5.7 million decrease in cash from changes in operating assets and liabilities, partially offset by a $62.4 million increase in adjustments to reconcile net (loss) income to cash provided by operating activities, which was primarily due to the $34.0 million increase in disposals and impairments of assets and a $26.8 million deferred tax asset valuation allowance recorded in 2008. The year-over-year decrease in cash from changes in operating assets and liabilities was primarily due to a decrease in accounts payable (reduced inventory levels and reduced business volumes, partially offset by extended vendor payment terms) and an increase in income taxes receivables (tax benefit from pre-tax loss in current fiscal year), partially offset by a current-year decrease in inventories (inventories align with reduced sales volume), a current-year decrease in accounts receivable (lower 2008 sales volume), a current-year decrease in prepaid expenses and other assets, and a reduced current-year decrease in accrued compensation and benefits (prior-year’s reduction included payment of fiscal 2006 annual incentive compensation in the first quarter of fiscal 2007).
Net cash used in investing activities was $32.2 million for 2008, compared with net cash provided by investing activities of $37.6 million for the same period one year ago. The $69.8 million decrease in net cash (used in) provided by investing activities was principally due to no proceeds from the sales and maturity of marketable debt securities for 2008, compared with $81.1 million of proceeds from the sales and maturity of marketable debt securities for the same period one year ago, as we liquidated our marketable debt securities in fiscal 2007 to fund common stock repurchases. During 2008, we invested $32.2 million in property and equipment, compared to $43.5 million for the same period one year ago. In both periods, our capital expenditures related primarily to new and remodeled retail stores, and investments in information technology. During 2008 we opened 19 new retail stores, compared with 45 new retail stores opened during the same period one year ago.
Net cash provided by financing activities was $35.0 million for 2008, compared with net cash used in financing activities of $83.1 million for the same period one year ago. The $118.2 million increase in cash provided by (used in) financing activities resulted from $134.5 million of common stock repurchases during 2007 compared with no repurchases for the fiscal 2008, partially offset by a $9.4 million net decrease in short-term borrowings compared with the prior year, a $3.9 million reduction in proceeds from the issuance of common stock related to stock option exercises and employee purchases, a $1.5 million reduction in tax benefits from stock-based compensation and a $1.5 million increase in debt issuance costs related to our amended credit agreement. Book overdrafts are included in the net change in short-term borrowings.
On April 20, 2007, our Board of Directors authorized us to repurchase up to an additional $250 million of our common stock, bringing the total availability under our share repurchase program to $290 million. In the third quarter of 2007, we curtailed our share repurchases following the tightening of credit markets and the continued deterioration in the general economic environment. During 2008 we did not purchase any shares of common stock compared with the purchase of 7.6 million shares of common stock at a total cost of $134.5 million (based on settlement dates) in 2007. As of January 3, 2009, the remaining authorization under our stock repurchase program was $206.8 million. There is no expiration date governing the period over which we can repurchase shares. We currently have no plans to repurchase our common stock.
In June 2006, we entered into a Credit Agreement (the “Credit Agreement”) with a syndicate of banks (the “Lenders”). The Credit Agreement, as amended to date, provides a revolving credit facility in an aggregate amount of $90 million to be used for general corporate purposes (scheduled reductions in availability described below limit our borrowings plus outstanding letters of credit to $85 million as of March 31, 2009 and to $80 million as of July 1, 2009). The Credit Agreement terminates in June 2010.
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The Credit Agreement was amended on February 1, 2008 and on May 30, 2008 to allow greater flexibility under the existing financial covenants, provide additional financial covenants and monthly measurement of financial covenants, modify the credit limit and maturity date, increase the cost of borrowing, provide the Lenders with a collateral security interest in substantially all of our assets and those of our subsidiaries, and impose additional restrictions and covenants with respect to our operations.
We had outstanding borrowings of $79.2 million and $37.9 million, under the credit facility as of January 3, 2009, and December 29, 2007, respectively. We also had outstanding letters of credit of $5.9 million and zero as of January 3, 2009, and December 29, 2007, respectively. Outstanding letters of credit reduce the amounts available under the credit facility. At January 3, 2009, and December 29, 2007, $5.0 million and $62.1 million, respectively, were available under this credit facility. In early March 2009, we received a federal income tax refund of approximately $23.0 million. Pursuant to the terms of the Credit Agreement, these funds have been placed in a cash collateral account with the Lenders. We are in discussions with the Lenders regarding the potential use or application of these funds to address our near-term liquidity needs.
At January 3, 2009, borrowings under the credit facility bore interest at a floating rate and could be maintained as base rate loans (tied to the prime rate, plus a margin of up to 4.00% or the federal funds rate plus 5.00%) or as Eurocurrency rate loans (tied to LIBOR, plus a margin up to 5.0% depending on our leverage ratio, as defined). We also pay certain facility and agent fees. As of January 3, 2009, and December 29, 2007, interest rates on borrowings outstanding under the Credit Agreement were 6.0% and 5.2%, respectively. We are subject to certain financial covenants under the agreement, including a maximum leverage ratio, a minimum interest coverage ratio, minimum EBITDA requirements and capital expenditure limits.
As of January 3, 2009, pursuant to an amendment of the Credit Agreement, the Lenders had waived compliance, through the close of business on January 15, 2009, with the Credit Agreement’s financial covenants as of the end of fiscal year 2008. Pursuant to an amendment of the Credit Agreement entered into as of February 28, 2009, the Lenders waived compliance, through the close of business on March 30, 2009, with (a) the minimum interest coverage ratio covenant of the Credit Agreement for the fiscal periods ending on or about December 31, 2008, January 31, 2009 and February 28, 2009, and (b) the minimum EBITDA covenant of the Credit Agreement for the fiscal period ending on or about December 31, 2008. Upon expiration of our most recent amendment on March 31, 2009, we will not be in compliance with certain financial covenants under the Credit Agreement. If we are unable to continue to obtain amendments from the Lenders that waive compliance with these financial covenants, the Lenders could place us in default under the terms of the Credit Agreement.
We have taken significant actions to improve our operating results and maintain our liquidity in the current challenging macro-economic environment, including corporate workforce reductions, reduced capital spending, executing plans to close stores, supply chain cost reduction initiatives, reduced media spending, reductions in fixed and discretionary marketing and selling expenses, and ceasing all activities associated with the implementation of SAP®-based information technology applications. We recently introduced lower product price points and initiated an enhanced promotional strategy designed to stabilize sales. We have worked with our vendors to extend our payment terms and maintain positive working relationships. In addition, we are considering options to enhance our financial flexibility and fund our operations, including: additional actions to reduce our cost structure and improve profitability, the need to raise equity or debt capital, or the need to amend the financial covenants under our Credit Agreement. Any amendment of the Credit Agreement may significantly increase the cost of credit provided under the credit facility and related expenses, which may adversely impact our profitability. Whether or not we obtain an amendment of the Credit Agreement, we may need to or choose to seek additional capital through the issuance of debt or equity securities. The issuance of any additional debt securities could materially and adversely impact our profitability and financial condition. The issuance of additional equity securities could be substantially dilutive to our existing shareholders.
If we are unable to obtain additional capital, we may not be able to fund our operating needs and we could face a risk of default under our Credit Agreement. A default under the Credit Agreement would enable the Lenders to seek immediate payment in full of any amounts outstanding under the credit facility and to exercise various remedies as secured creditors, which may severely or completely constrain our ability to continue to operate our business as a going concern and may require us to seek protection from creditors through bankruptcy proceedings. Our uncertain financial position may also disrupt relationships with our suppliers. These conditions raise substantial doubt about our ability to continue as a going concern.
Our agreement under which GE Money Bank offers to our qualified customers revolving credit arrangements to finance purchases from us (the “GE Agreement”) contains certain financial covenants, including maximum leverage ratio and minimum interest coverage. As our recent results placed us outside of these financial covenants, we were required under the terms of the GE Agreement to provide GE Money Bank with a $2.7 million letter of credit as collateral security.
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Outlook
We do not plan to provide specific earnings guidance for 2009. However, we have outlined our key business drivers and trends, which we believe will assist investors and analysts in understanding and analyzing our business.
We expect that macro-economic trends and consumer confidence will remain weak throughout 2009, and that our sales will decline commensurate with our peer group. As a result of the significant actions taken to reduce costs, we expect to achieve positive free cash flow and moderately improved profitability in the first quarter and full year 2009, (exclusive of the impact of asset impairments and other special charges incurred in 2008).
Sales assumptions for 2009 include the anticipated opening of 2 new stores and closing of 55 or more stores.
The company has taken actions to reduce 2009 fixed and discretionary costs by more than $80 million in addition to cost reduction and margin improvement actions in 2008 that aggregated to more than $40 million in fiscal 2008. Cost reductions in 2009 included the following:
| • | Product redesign and supply chain restructuring that we believe will reduce product costs by $16 million. We project our gross margin rate to be at or slightly lower than 2008 as product cost reductions will be offset by an increase in promotional activities. |
| • | We plan to reduce media expenditures by approximately $30 million and reduce other fixed and discretionary sales and marketing costs by approximately $20 million. Planned store closures will reduce costs by approximately $10 million. Sales and marketing expenses are anticipated to decline by more than 200 basis points in 2009 on lower sales volume. We plan to manage our media investment as a variable cost to sales. |
| • | We expect general and administrative expenses to be approximately $48 million in 2009, reflecting reductions in workforce and fixed G&A of approximately $10 million and before consideration of any incentive compensation expense that would be recorded if we exceed our earnings targets. |
| • | Capital expenditures are expected to be reduced by $25 million or more in 2009. |
Finally, we will continue to analyze our existing manufacturing, distribution and retail operations to optimize our business performance. As a result, in future periods, we may incur restructuring expenses or asset impairment charges.
Off-Balance Sheet Arrangements and Contractual Obligations
Other than our operating leases and $5.9 million of outstanding letters of credit, we do not have any off-balance-sheet financing. A summary of our operating lease obligations by fiscal year is included in the “Contractual Obligations” section below. Additional information regarding our operating leases is available in Item 2,Properties, and Note 4,Leases, of the Notes to Consolidated Financial Statements, included in Item 8,Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
Contractual Obligations
The following table presents information regarding our contractual obligations by fiscal year (in thousands):
| | | | | | | | | | | | | | | | |
| | Payments Due by Period(1) | |
| | Total | | < 1 Year | | 1 – 3 Years | | 3 – 5 Years | | > 5 Years | |
| | | | | | | | | | | | | | | | |
Short-term debt obligations | | $ | 79,150 | | $ | 79,150 | | $ | — | | $ | — | | $ | — | |
Operating leases | | | 157,889 | | | 34,540 | | | 58,931 | | | 39,401 | | | 25,017 | |
Capital leases | | | 845 | | | 302 | | | 543 | | | — | | | — | |
Purchase commitments | | | 159,200 | | | 64,200 | | | 95,000 | | | — | | | — | |
Total | | $ | 397,084 | | $ | 178,192 | | $ | 154,474 | | $ | 39,401 | | $ | 25,017 | |
(1) Our unrecognized tax benefits of $155,000 have not been included in the Contractual Obligations table as we are not able to determine a reasonable estimate of timing of the cash settlement with the respective taxing authorities.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In connection with the preparation of our financial statements, we are required to make estimates and assumptions about future events, and apply judgments that affect the reported amounts of assets, liabilities, sales, expenses and the related disclosure. Predicting future events is inherently an imprecise activity and as such requires the use of judgment. Actual results may vary from estimates in amounts that may be material to the financial statements. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in Note 1,Business and Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements, included in Item 8,Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. Management believes the accounting policies discussed below are the most critical because they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. Management has reviewed these critical accounting policies and estimates and related disclosures with the Audit Committee of our Board.
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Our critical accounting policies and estimates relate to asset impairment charges, stock-based compensation, deferred income taxes, self-insured liabilities, warranty liabilities and revenue recognition.
| | | | |
Description | | Judgments and Uncertainties | | Effect if Actual Results
Differ From Assumptions |
Asset Impairment Charges |
Long-lived assets other than goodwill and other intangible assets, which are separately tested for impairment, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We evaluate our long-lived assets for impairment based on estimated future cash flows after considering the potential impact of planned operational improvements, marketing programs, industry economic factors and the profitability of future business strategies.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset plus net proceeds expected from disposition of the asset (if any). When we recognize an impairment loss, the carrying amount of the asset is reduced to estimated fair value based on discounted cash flows, quoted market prices or other valuation techniques.
Assets to be disposed of are reported at the lower of the carrying amount of the asset or fair value less costs to sell. We review store assets for potential impairment based on historical cash flows, lease termination provisions and expected future store operating results.
If we recognize an impairment loss, the adjusted carrying amount of the asset becomes its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining useful life of that asset.
Asset impairment charges totaled $34,594,000, $409,000 and $5,980,000, respectively, for 2008, 2007 and 2006. | | Our impairment loss calculations contain uncertainties because they require management to make assumptions and to apply judgment to identify events or changes in circumstances indicating the carrying value of assets may not be recoverable, estimate future cash flows, estimate asset fair values, and select a discount rate that reflects the risk inherent in future cash flows.
Expected cash flows may not be realized, which could cause long-lived assets to become impaired in future periods and could have a material adverse effect on future results of operations. | | We have not made any material changes in our impairment loss assessment methodology during the past three fiscal years.
We believe that our estimates and assumptions used to calculate long-lived asset impairment charges were reasonable and reflect the current economic environment. However, it is reasonably possible that a prolonged economic slowdown or further deterioration of consumer spending may expose us to future impairment charges that could be material.
Alternatively, if consumer spending increases at a higher rate than we anticipated, impaired stores (which continue to operate) could generate higher than expected future cash flows and operating profits. |
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| | | | |
Description | | Judgments and Uncertainties | | Effect if Actual Results
Differ From Assumptions |
Stock-Based Compensation |
We have a stock-based compensation plan, which includes non-qualified stock options and nonvested share awards, and an employee stock purchase plan. See Note 1, Business and Summary of Significant Accounting Policies, and Note 7, Shareholders’ Equity, to the Notes to Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K, for a complete discussion of our stock-based compensation programs.
We determine the fair value of our non-qualified stock option awards and the resulting compensation expense at the date of grant using the Black-Scholes-Merton option-pricing model. The most significant inputs into the Black-Scholes-Merton model are exercise price, our estimate of expected stock price volatility and the expected term of the options. Previously, two alternative methods existed for accounting for stock options: the intrinsic value method and the fair value method. Prior to fiscal 2006, we used the intrinsic value method of accounting for stock options and under that standard, no compensation expense was recognized in the financial statements for options granted to employees, or for the discount feature of our employee stock purchase plan.
We determine the fair value of our performance-based nonvested share awards at the date of grant using generally accepted valuation techniques and the closing market price of our stock. | | Option-pricing models and generally accepted valuation techniques require management to make assumptions and to apply judgment to determine the fair value of our awards. These assumptions and judgments include estimating the future volatility of our stock price, future employee forfeiture rates and future employee stock option exercise behaviors. Changes in these assumptions can materially affect the fair value estimate or future earnings adjustments.
Performance-based nonvested share awards require management to make assumptions regarding the likelihood of achieving personal performance goals. | | We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to determine stock-based compensation expense. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to changes in stock-based compensation expense that could be material.
If actual results are not consistent with the assumptions used, the stock-based compensation expense reported in our financial statements may not be representative of the actual economic cost of the stock-based compensation. Also, if the actual forfeiture rates are not consistent with the assumptions used, it could result in future earnings adjustments.
A 10% change in our stock-based compensation expense for the year ended January 3, 2009, would have affected net income by approximately $220,000 in 2008. |
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| | | | |
Description | | Judgments and Uncertainties | | Effect if Actual Results
Differ From Assumptions |
Deferred Income Taxes |
We recognize deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Realization of deferred tax assets is dependent on generating sufficient taxable income within the carryback or carryforward periods provided for in the tax law of each applicable tax jurisdiction.
We establish a valuation allowance for any portion of deferred tax assets that are not considered more likely than not to be realized. Our evaluation includes a review of the future reversal of existing taxable temporary differences, future taxable income, taxable income available in carryback periods and tax planning strategies.
Our net deferred tax assets, prior to the valuation allowance, totaled $34.2 million and $32.4 million, respectively, for 2008 and 2007. | | Our deferred tax valuation allowance contains uncertainties because it requires management to consider all available evidence, both positive and negative, including past operating results and apply judgment on our ability to generate future taxable income sufficient to realize our deferred tax assets.
From 2002 through 2007, we generated income before income taxes on average of $50.6 million. Our 2008 operating results were significantly affected by the industry-wide decrease in consumer spending and we realized a loss before income taxes of $72.7 million, including $34.6 million of asset impairment charges.
Determining that a valuation allowance is not required is difficult to overcome when there is negative evidence which is objective and verifiable, including our significant net loss in the current year. In addition, while our long-term outlook is positive, we expect macro-economic trends and consumer confidence to remain weak throughout 2009, further pressuring our operating results. Thus, we concluded that our ability to rely on our long-term outlook in generating future taxable income was limited due to uncertainty created by our 2008 loss and the weak 2009 macro-economic outlook.
Based on the significant change in the economic environment in the fourth quarter of 2008 and the discussion above, we recorded a $26.8 million charge for deferred tax assets that could not be realized through taxable income earned in available carryback periods. The $26.8 million charge establishes a valuation allowance against deferred tax assets that are not considered more likely than not to be realized. | | We have not made any material changes in our deferred tax assessment methodology during the past three fiscal years.
If and when our operating performance improves on a sustained basis, our conclusion regarding the need for a $26.8 million deferred tax valuation allowance could change, resulting in the reversal of some or all of the valuation allowance in future periods. |
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| | | | |
Description | | Judgments and Uncertainties | | Effect if Actual Results
Differ From Assumptions |
Self-Insured Liabilities |
We are self-insured for certain losses related to health and workers’ compensation claims. However, we obtain third-party insurance coverage to limit our exposure to these claims.
When estimating our self-insured liabilities, we consider a number of factors, including historical claims experience, demographic factors, severity factors and valuations provided by third-party administrators.
Periodically, management reviews its assumptions and the valuations provided by third-party administrators to determine the adequacy of our self-insured liabilities. | | Our self-insured liabilities contain uncertainties because management is required to make assumptions and to apply judgment to estimate the ultimate cost to settle reported claims and claims incurred but not reported as of the balance sheet date. | | We have not made any material changes in the accounting methodology used to establish our self-insured liabilities during the past three fiscal years.
We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we use to calculate our self-insured liabilities. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material.
A 10% change in our self-insured liabilities at January 3, 2009, would have affected net income by approximately $284,000 in 2008. |
| | | | |
Warranty Liabilities |
The estimated cost to service warranty claims of customers is included in cost of sales. This estimate is based on historical trends of warranty claims.
We regularly assess and adjust the estimate of accrued warranty claims by updating claims rates for actual trends and projected claim costs. | | Our warranty liability contains uncertainties because our warranty obligations cover an extended period of time. A revision of estimated claim rates or the projected cost of materials and freight associated with sending replacement parts to customers could have a material adverse effect on future results of operations. | | We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we use to calculate our warranty liability. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material.
A 10% change in our warranty liability at January 3, 2009, would have affected net income by approximately $478,000 in 2008. |
| | | | |
Revenue Recognition |
Revenue is recognized when the sales price is fixed or determinable, collectability is reasonably assured and title passes. Amounts billed to customers for delivery and set up are included in net sales. Revenue is reported net of estimated sales returns and excludes sales taxes.
We accrue for sales returns at the time revenue is recognized and charge actual returns against the liability when they are received. Our general return policy is to allow returns for up to 30 nights following a sale. We estimate future projected returns based on historical return rates. | | Our estimates of sales returns contains uncertainties as actual returns may vary from expected rates, resulting in adjustments to net sales in future periods. These adjustments could have a material adverse effect on future results of operations. | | We have not made any material changes in the accounting methodology used to establish our sales returns allowance during the past three fiscal years.
We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we use to calculate our sales returns allowance. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material.
A 10% change in our sales returns allowance at January 3, 2009, would have affected net income by approximately $163,000 in 2008. |
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Recent Accounting Pronouncements
In February 2008, the FASB issued Financial Staff Position (“FSP”) No. 157-2,Effective Date of FASB Statement No. 157, which delays the effective date of SFAS No. 157 (“FSP 157-2”) for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. FSP 157-2 partially defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. The adoption of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities is effective for us beginning January 4, 2009. We do not expect the adoption of FSP 157-2 to have a material impact on our consolidated financial statements.
In April 2008, the FASB issued FSP No. 142-3,Determination of the Useful Life of Intangible Assets (“FSP 142-3”). FSP 142-3 amends the factors to be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142, “Goodwill and Other Intangible Assets.” Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure its fair value. This FSP is effective prospectively for intangible assets acquired or renewed after January 1, 2009. We do not expect FSP 142-3 to have a material impact on our consolidated financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
At January 3, 2009, our short-term debt was comprised primarily of borrowings under our revolving line of credit. We do not currently manage interest rate risk on our debt through the use of derivative instruments.
Borrowings under our revolving credit facility are currently not subject to material interest rate risk. The credit facility’s interest rate may be reset due to fluctuations in a market-based index, such as the prime rate, federal funds rate or LIBOR. A hypothetical 100 basis point change in the interest rate on outstanding borrowings under our credit facility as of January 3, 2009 would change our annual consolidated pre-tax income by $0.8 million.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Select Comfort Corporation:
We have audited Select Comfort Corporation’s internal control over financial reporting as of January 3, 2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Select Comfort Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A of this Form 10-K. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Select Comfort Corporation maintained, in all material respects, effective internal control over financial reporting as of January 3, 2009, based on criteria established inInternal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Select Comfort Corporation and subsidiaries as of January 3, 2009 and December 29, 2007, and the related consolidated statements of operations, shareholders’ (deficit) equity, and cash flows for each of the fiscal years in the three-year period ended January 3, 2009, and our report dated March 19, 2009 expressed an unqualified opinion on those consolidated financial statements. Our report on the consolidated financial statements included an explanatory paragraph related to the existence of substantial doubt as to the Company’s ability to continue as a going concern.
Minneapolis, Minnesota
March 19, 2009
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Select Comfort Corporation:
We have audited the accompanying consolidated balance sheets of Select Comfort Corporation and subsidiaries (the Company) as of January 3, 2009 and December 29, 2007, and the related consolidated statements of operations, shareholders’ (deficit) equity, and cash flows for each of the fiscal years in the three-year period ended January 3, 2009. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule, as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Select Comfort Corporation and subsidiaries as of January 3, 2009 and December 29, 2007, and the results of their operations and their cash flows for each of the fiscal years in the three-year period ended January 3, 2009, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company’s losses from operations and inability to generate sufficient cash flow to meet obligations and sustain operations raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
As described in Note 1 to the consolidated financial statements, the Company adopted the provisions of SFAS 157,Fair Value Measurements, and SFAS 159,The Fair Value Option for Financial Assets and Liabilities, on December 30, 2007 and FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes, on December 31, 2006.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Select Comfort Corporation and subsidiaries’ internal control over financial reporting as of January 3, 2009, based on criteria established inInternal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 19, 2009 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Minneapolis, Minnesota
March 19, 2009
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SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Consolidated Balance Sheets
January 3, 2009 and December 29, 2007
(in thousands, except per share amounts)
| | | | | | | |
| | 2008 | | 2007 | |
Assets | | | | | | | |
Current assets: | | | | | | | |
Cash and cash equivalents | | $ | 13,057 | | $ | 7,279 | |
Accounts receivable, net of allowance for doubtful accounts of $713 and $876, respectively | | | 4,939 | | | 18,902 | |
Inventories | | | 18,675 | | | 32,517 | |
Income taxes receivable | | | 25,900 | | | — | |
Prepaid expenses | | | 4,109 | | | 9,816 | |
Deferred income taxes | | | 1,323 | | | 6,796 | |
Other current assets | | | 1,150 | | | 3,833 | |
Total current assets | | | 69,153 | | | 79,143 | |
| | | | | | | |
Property and equipment, net | | | 53,274 | | | 80,409 | |
Deferred income taxes | | | 5,941 | | | 25,543 | |
Other assets | | | 7,045 | | | 5,394 | |
Total assets | | $ | 135,413 | | $ | 190,489 | |
| | | | | | | |
Liabilities and Shareholders’ (Deficit) Equity | | | | | | | |
Current liabilities: | | | | | | | |
Borrowings under revolving credit facility | | $ | 79,150 | | $ | 37,890 | |
Accounts payable | | | 40,274 | | | 69,775 | |
Customer prepayments | | | 11,480 | | | 8,327 | |
Accruals: | | | | | | | |
Sales returns | | | 2,744 | | | 3,751 | |
Compensation and benefits | | | 14,575 | | | 14,865 | |
Taxes and withholding | | | 2,938 | | | 4,812 | |
Other current liabilities | | | 8,526 | | | 9,723 | |
Total current liabilities | | | 159,687 | | | 149,143 | |
| | | | | | | |
Warranty liabilities | | | 5,956 | | | 6,747 | |
Capital lease obligations | | | 621 | | | — | |
Other long-term liabilities | | | 10,779 | | | 10,473 | |
Total non-current liabilities | | | 17,356 | | | 17,220 | |
Total liabilities | | | 177,043 | | | 166,363 | |
| | | | | | | |
Shareholders’ (deficit) equity: | | | | | | | |
Undesignated preferred stock; 5,000 shares authorized, no shares issued and outstanding | | | — | | | — | |
Common stock, $0.01 par value; 142,500 shares authorized, 44,962 and 44,597 shares issued and outstanding, respectively | | | 450 | | | 446 | |
Additional paid-in capital | | | 4,417 | | | — | |
(Accumulated deficit) retained earnings | | | (46,497 | ) | | 23,680 | |
Total shareholders’ (deficit) equity | | | (41,630 | ) | | 24,126 | |
Total liabilities and shareholders’ (deficit) equity | | $ | 135,413 | | $ | 190,489 | |
See accompanying notes to consolidated financial statements.
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SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Operations
Years ended January 3, 2009, December 29, 2007 and December 30, 2006
(in thousands, except per share amounts)
| | | | | | | | | | |
| | 2008 | | 2007 | | 2006 | |
| | | | | | | | | | |
Net sales | | $ | 608,524 | | $ | 799,242 | | $ | 806,038 | |
Cost of sales | | | 249,952 | | | 312,827 | | | 315,530 | |
Gross profit | | | 358,572 | | | 486,415 | | | 490,508 | |
| | | | | | | | | | |
Operating expenses: | | | | | | | | | | |
Sales and marketing | | | 332,068 | | | 372,467 | | | 341,630 | |
General and administrative | | | 57,994 | | | 64,351 | | | 65,401 | |
Research and development | | | 3,374 | | | 5,682 | | | 4,687 | |
Asset impairment charges | | | 34,594 | | | 409 | | | 5,980 | |
Total operating expenses | | | 428,030 | | | 442,909 | | | 417,698 | |
Operating (loss) income | | | (69,458 | ) | | 43,506 | | | 72,810 | |
Other (expense) income, net | | | (3,285 | ) | | (40 | ) | | 3,018 | |
(Loss) income before income taxes | | | (72,743 | ) | | 43,466 | | | 75,828 | |
Income tax (benefit) expense | | | (2,566 | ) | | 15,846 | | | 28,645 | |
Net (loss) income | | $ | (70,177 | ) | $ | 27,620 | | $ | 47,183 | |
| | | | | | | | | | |
Basic net (loss) income per share: | | | | | | | | | | |
Net (loss) income per share – basic | | $ | (1.59 | ) | $ | 0.59 | | $ | 0.89 | |
Weighted-average common shares – basic | | | 44,186 | | | 46,536 | | | 52,837 | |
Diluted net (loss) income per share: | | | | | | | | | | |
Net (loss) income per share – diluted | | $ | (1.59 | ) | $ | 0.57 | | $ | 0.85 | |
Weighted-average common shares – diluted | | | 44,186 | | | 48,292 | | | 55,587 | |
See accompanying notes to consolidated financial statements.
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SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Shareholders’ (Deficit) Equity
Years ended January 3, 2009, December 29, 2007 and December 30, 2006
(in thousands)
| | | | | | | | | | | | | | | | |
| | | | | Amount | | Additional
Paid-In
Capital | | Retained
Earnings/
(Accumulated
Deficit) | | Total | |
| | | | | | | | |
| | Common Stock | | | |
| | Shares | | | | | |
| | | | | | | | |
Balance at December 31, 2005 | | | 53,598 | | | 536 | | | 56,854 | | | 63,957 | | | 121,347 | |
Exercise of common stock options | | | 1,544 | | | 15 | | | 7,495 | | | — | | | 7,510 | |
Exercise of common stock warrants | | | 75 | | | 1 | | | — | | | — | | | 1 | |
Tax benefit from stock-based compensation | | | — | | | — | | | 9,769 | | | — | | | 9,769 | |
Stock-based compensation | | | — | | | — | | | 8,325 | | | — | | | 8,325 | |
Repurchases of common stock | | | (3,889 | ) | | (39 | ) | | (79,700 | ) | | — | | | (79,739 | ) |
Issuances of common stock | | | 216 | | | 2 | | | 1,296 | | | — | | | 1,298 | |
Net income | | | — | | | — | | | — | | | 47,183 | | | 47,183 | |
Balance at December 30, 2006 | | | 51,544 | | | 515 | | | 4,039 | | | 111,140 | | | 115,694 | |
Exercise of common stock options | | | 566 | | | 6 | | | 3,483 | | | — | | | 3,489 | |
Tax benefit from stock-based compensation | | | — | | | — | | | 1,887 | | | — | | | 1,887 | |
Stock-based compensation | | | — | | | — | | | 6,252 | | | — | | | 6,252 | |
Repurchases of common stock | | | (7,617 | ) | | (76 | ) | | (16,756 | ) | | (115,080 | ) | | (131,912 | ) |
Issuances of common stock | | | 104 | | | 1 | | | 1,095 | | | — | | | 1,096 | |
Net income | | | — | | | — | | | — | | | 27,620 | | | 27,620 | |
Balance at December 29, 2007 | | | 44,597 | | $ | 446 | | $ | — | | $ | 23,680 | | $ | 24,126 | |
Exercise of common stock options | | | 61 | | | 1 | | | 92 | | | — | | | 93 | |
Tax benefit from stock-based compensation | | | — | | | — | | | 28 | | | — | | | 28 | |
Stock-based compensation | | | — | | | — | | | 3,702 | | | — | | | 3,702 | |
Issuances of common stock | | | 304 | | | 3 | | | 595 | | | — | | | 598 | |
Net loss | | | — | | | — | | | — | | | (70,177 | ) | | (70,177 | ) |
Balance at January 3, 2009 | | | 44,962 | | $ | 450 | | $ | 4,417 | | $ | (46,497 | ) | $ | (41,630 | ) |
See accompanying notes to consolidated financial statements.
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SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended January 3, 2009, December 29, 2007 and December 30, 2006
(in thousands)
| | | | | | | | | | |
| | 2008 | | 2007 | | 2006 | |
Cash flows from operating activities: | | | | | | | | | | |
Net (loss) income | | $ | (70,177 | ) | $ | 27,620 | | $ | 47,183 | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | | | | | | | | | | |
Depreciation and amortization | | | 22,186 | | | 24,791 | | | 19,752 | |
Stock-based compensation | | | 3,702 | | | 6,252 | | | 8,325 | |
Disposals and impairments of assets | | | 34,577 | | | 596 | | | 5,912 | |
Excess tax benefits from stock-based compensation | | | (19 | ) | | (1,497 | ) | | (8,565 | ) |
Changes in deferred income taxes | | | 25,075 | | | (7,280 | ) | | (7,665 | ) |
Other, net | | | — | | | 270 | | | (68 | ) |
Change in operating assets and liabilities: | | | | | | | | | | |
Accounts receivable | | | 13,963 | | | (6,738 | ) | | (5,930 | ) |
Inventories | | | 13,842 | | | (8,397 | ) | | (2,138 | ) |
Income taxes receivable | | | (25,900 | ) | | — | | | — | |
Prepaid expenses and other assets | | | 7,627 | | | (1,020 | ) | | (823 | ) |
Accounts payable | | | (20,047 | ) | | 12,201 | | | 6,091 | |
Customer prepayments | | | 3,153 | | | (1,225 | ) | | (5,166 | ) |
Accrued sales returns | | | (1,007 | ) | | (156 | ) | | (1,496 | ) |
Accrued compensation and benefits | | | (250 | ) | | (5,179 | ) | | (4,782 | ) |
Accrued taxes and withholding | | | (1,846 | ) | | 1,646 | | | 5,198 | |
Warranty liabilities | | | (1,454 | ) | | (719 | ) | | 2,574 | |
Other accruals and liabilities | | | (452 | ) | | 2,866 | | | 974 | |
Net cash provided by operating activities | | | 2,973 | | | 44,031 | | | 59,376 | |
Cash flows from investing activities: | | | | | | | | | | |
Purchases of property and equipment | | | (32,202 | ) | | (43,514 | ) | | (31,079 | ) |
Investments in marketable debt securities | | | — | | | — | | | (28,072 | ) |
Proceeds from sales and maturity of marketable debt securities | | | — | | | 81,086 | | | 25,940 | |
Net cash (used in) provided by investing activities | | | (32,202 | ) | | 37,572 | | | (33,211 | ) |
Cash flows from financing activities: | | | | | | | | | | |
Net increase (decrease) in short-term borrowings | | | 35,809 | | | 45,240 | | | (1,388 | ) |
Repurchases of common stock | | | — | | | (134,452 | ) | | (77,199 | ) |
Proceeds from issuance of common stock | | | 651 | | | 4,572 | | | 8,809 | |
Debt issuance costs | | | (1,472 | ) | | — | | | — | |
Excess tax benefits from stock-based compensation | | | 19 | | | 1,497 | | | 8,565 | |
Net cash provided by (used in) financing activities | | | 35,007 | | | (83,143 | ) | | (61,213 | ) |
Increase (decrease) in cash and cash equivalents | | | 5,778 | | | (1,540 | ) | | (35,048 | ) |
Cash and cash equivalents, at beginning of year | | | 7,279 | | | 8,819 | | | 43,867 | |
Cash and cash equivalents, at end of year | | $ | 13,057 | | $ | 7,279 | | $ | 8,819 | |
| | | | | | | | | | |
Supplemental Disclosure of Cash Flow Information | | | | | | | | | | |
Income taxes (refunded) paid | | $ | (1,313 | ) | $ | 20,622 | | $ | 30,628 | |
Interest paid | | $ | 3,636 | | $ | 1,095 | | $ | — | |
Capital lease obligations incurred | | $ | 1,032 | | $ | — | | $ | — | |
Purchases of property and equipment included in accounts payable | | $ | 770 | | $ | 4,960 | | $ | 2,098 | |
See accompanying notes to consolidated financial statements.
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SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements – (continued)
| |
(1) Business and Summary of Significant Accounting Policies |
Business
Select Comfort Corporation and our wholly-owned subsidiaries (“Select Comfort” or the “Company”) develops, manufactures and markets premium quality, adjustable-firmness beds and related bedding accessories in the United States. In addition, we also sell to wholesale customers in Canada and Australia. We sell through four distribution channels: Retail, Direct, E-Commerce and Wholesale. The percentage of our total net sales from each of our channels during the last three years was as follows:
| | | | | | | |
| | 2008 | | 2007 | | 2006 | |
Retail | | 78.2% | | 75.4% | | 76.2% | |
Direct | | 7.7% | | 8.0% | | 9.4% | |
E-Commerce | | 6.1% | | 6.8% | | 5.6% | |
Wholesale | | 8.0% | | 9.8% | | 8.8% | |
Total | | 100.0% | | 100.0% | | 100.0% | |
Basis of Presentation, Liquidity and Going Concern
The consolidated financial statements include the accounts of Select Comfort Corporation and our subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
In 2008, following several years of generating positive net income, we realized a net loss of $70.2 million, including $34.6 million of asset impairment charges and a $26.8 million charge for the establishment of a deferred tax valuation allowance. Our 2008 operating results were significantly affected by an industry-wide decrease in consumer spending. While we generated $3.0 million of operating cash flows in 2008, the decline in our operating performance and the acceleration of the decline of consumer demand in the fourth quarter of 2008 has affected our liquidity.
As of January 3, 2009, we had outstanding borrowings of $79.2 million, plus $5.9 million under letters of credit, with an additional $5.0 million available under our $90 million credit facility. Pursuant to a series of amendments of our Credit Agreement, the Lenders have deferred to March 31, 2009 a reduction in the amount available under our line of credit from $90 million to $85 million that was previously scheduled to become effective as of December 1, 2008. Also pursuant to these amendments, the Lenders have waived compliance, through the close of business on March 30, 2009, with certain financial covenants under the Credit Agreement applicable to fiscal periods ending on or about December 31, 2008, January 31, 2009 and February 28, 2009. In early March 2009, we received a federal income tax refund of approximately $23.0 million. Pursuant to the terms of the Credit Agreement, these funds have been placed in a cash collateral account with the Lenders. Upon expiration of our most recent amendment on March 30, 2009, we will not be in compliance with certain financial covenants under the credit agreement. If we are unable to continue to obtain amendments from the Lenders that waive compliance with these financial covenants, the Lenders could place us in default under terms of our credit agreement. Even if we obtain amendments to our credit agreement, our business may require additional capital in order to fund our operating needs. A default under the Credit Agreement would enable the Lenders to seek immediate payment in full of any amounts outstanding under the credit facility and to exercise various remedies as secured creditors, which may severely or completely constrain our ability to continue to operate our business and may require us to seek protection from creditors through bankruptcy proceedings. Our uncertain financial position may also disrupt relationships with our suppliers.
We expect macro-economic trends and consumer confidence to remain weak throughout 2009. We have taken significant actions designed to return the company to profitability and generate positive cash flows to fund our business, including: corporate workforce reductions, reduced capital spending, development of plans to close stores, supply chain cost reduction initiatives, reduced media spending, reductions in fixed and discretionary marketing and selling expenses, and ceasing all activities associated with the implementation of SAP®-based information technology applications. We recently introduced lower product price points and initiated an enhanced promotional strategy designed to stabilize sales. However, further expense reductions may be necessary should our 2009 net sales decline at a steeper rate than we currently expect. In addition to actions to align our cost structure with expected sales declines, we have been exploring a range of strategic and financing alternatives to enhance our financial flexibility.
Our ability to continue as a going concern is dependent on various factors, including: macro economic trends, the successful execution of our cost reduction plans, successful negotiation with the Lenders and successful efforts to raise additional capital. Some of these factors are not entirely within our control. These conditions raise substantial doubt about our ability to continue as a going concern.
Our financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. The consolidated financial statement do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amounts or classification of liabilities should we be unable to continue as a going concern.
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SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements – (continued)
Fiscal Year
Our fiscal year ends on the Saturday closest to December 31. Fiscal years and their respective fiscal year ends are as follows: fiscal 2008 ended January 3, 2009; fiscal 2007 ended December 29, 2007; and fiscal year 2006 ended December 30, 2006. Fiscal 2008 had 53 weeks. Fiscal years 2007 and 2006 each had 52 weeks.
Use of Estimates in the Preparation of Financial Statements
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of sales and expenses during the reporting period. Predicting future events is inherently an imprecise activity and, as such, requires the use of judgment. Illiquid credit markets and declines in consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Our critical accounting policies consist of asset impairment charges, stock-based compensation, deferred income taxes, self-insured liabilities, warranty liabilities and revenue recognition.
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with original maturities of three months or less. Outstanding checks in excess of funds on deposit (“book overdrafts”) totaled $11.7 million and $17.0 million at January 3, 2009, and December 29, 2007, respectively. Book overdrafts are included in accounts payable in our consolidated balance sheets and in financing activities in our consolidated statements of cash flows.
The majority of payments due from third-parties for credit card and debit card transactions are processed within one to three business days. All credit card and debit card transactions that process in less than seven days are classified as cash and cash equivalents. Amounts due for these transactions that are classified as cash and cash equivalents totaled $2.1 million and $4.9 million at January 3, 2009, and December 29, 2007, respectively.
Accounts Receivable
Accounts receivable are recorded net of an allowance for expected losses and consist primarily of wholesale receivables and receivables from third-party financiers for customer credit card purchases. The allowance is recognized in an amount equal to anticipated future write-offs. We estimate future write-offs based on delinquencies, aging trends, industry risk trends and our historical experience.
Marketable Debt Securities
Marketable debt securities included highly liquid investment grade debt instruments with original maturities of greater than 90 days issued by the U.S. government and related agencies and municipalities. We did not hold any marketable debt securities at January 3, 2009, or December 29, 2007.
Investments held had an original maturity of up to 36 months. Marketable debt securities with a remaining maturity of greater than one year were classified as non-current.
Through December 30, 2006, we classified our marketable debt securities as “held-to-maturity” in accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” We historically valued our marketable debt securities at amortized cost
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SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements – (continued)
based upon our intent and ability to hold these securities to maturity. On March 23, 2007, marketable debt securities of $67.8 million with an unrealized net loss of $0.3 million were transferred from “held-to-maturity” classification to “available-for-sale” classification. Investments classified as “available-for-sale” are carried at fair market value. The classification change was made to increase liquidity and fund our common stock repurchase program.
During 2007, marketable debt securities with a cost of $64.4 million were sold at a realized loss of $0.3 million. Realized gains and losses are included in other (expense) income, net in our consolidated statements of operations.
Inventories
Inventories include material, labor and overhead and are stated at the lower of cost or market. Cost is determined by the first-in, first-out method.
Property and Equipment
Property and equipment, carried at cost, is depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the estimated useful lives of the assets or the contractual term of the lease, with consideration of lease renewal options if renewal appears probable. Property under capital lease is comprised of manufacturing equipment, and computer equipment used in our retail operations and corporate support areas. Estimated useful lives of our property and equipment by major asset category are as follows:
| |
Leasehold improvements | 5 to 10 years |
Office furniture and equipment | 5 to 7 years |
Production machinery, computer equipment and software | 3 to 7 years |
Property under capital lease | 3 to 4 years |
Other Assets
Other assets include deposits, patents, trademarks and goodwill. Patents and trademarks are amortized using the straight-line method over periods ranging from 10 to 17 years. The carrying value of goodwill at both January 3, 2009, and December 29, 2007, was $2.9 million.
Asset Impairment Charges
We review our long-lived assets and identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset plus net proceeds expected from disposition of the asset (if any). When we recognize an impairment loss, the carrying amount of the asset is reduced to estimated fair value based on discounted cash flows, quoted market prices or other valuation techniques. Assets to be disposed of are reported at the lower of the carrying amount of the asset or fair value less costs to sell. We review store assets for potential impairment based on historical cash flows, lease termination provisions and expected future store operating results.
The test for goodwill impairment is a two-step process, and is performed at least annually. The first step is a comparison of the fair value of the reporting unit with its carrying amount, including goodwill. If this step reflects impairment, then the loss would be measured as the excess of recorded goodwill over its implied fair value. Implied fair value is the excess of fair value of the reporting unit over the fair value of all identified assets and liabilities. Fair value is determined utilizing widely accepted valuation techniques, including quoted market prices and our market capitalization. During the fourth quarter of 2008, we completed our annual impairment testing of goodwill, using the valuation techniques as described above, and determined there was no impairment.
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SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements – (continued)
Warranty Liabilities
We provide a 20-year limited warranty on our adjustable-firmness beds. The customer participates over the last 18 years of the warranty period by paying a portion of the retail value of replacement parts. Estimated warranty costs are expensed at the time of sale based on historical claims rates incurred by us and are adjusted for any current trends as appropriate. Actual warranty claim costs could differ from these estimates. We classify as noncurrent those estimated warranty costs expected to be paid out in greater than one year. The activity in the accrued warranty liabilities account was as follows (in thousands):
| | | | | | | | | | | | | |
| | Balance at
Beginning of
Year | | Additions
Charged to
Costs and
Expenses | | Deductions
from Reserves | | Balance at
End of Year | |
2008 | | $ | 9,503 | | $ | 8,083 | | $ | 9,537 | | $ | 8,049 | |
2007 | | | 10,223 | | | 10,373 | | | 11,093 | | | 9,503 | |
2006 | | | 7,649 | | | 13,521 | | | 10,947 | | | 10,223 | |
Fair Value of Financial Instruments
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, borrowings under our revolving credit facility, and other current assets and liabilities approximate fair value because of their short-term maturity.
We adopted the provisions of SFAS No. 157, “Fair Value Measurements” on December 30, 2007, the beginning of our 2008 fiscal year. SFAS No. 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy. SFAS No. 157, as originally issued, was effective for fiscal years beginning after November 15, 2007, with early adoption permitted. However, on February 12, 2008, the FASB issued FASB Staff Position (“FSP”) FAS 157-2, which deferred the effective date of SFAS No. 157 for one year, as it relates to nonfinancial assets and liabilities. Accordingly, our adoption related only to financial assets and liabilities. At January 3, 2009, and December 29, 2007, we had no financial assets or liabilities which required a fair value measurement on a recurring basis. The adoption of this statement had no impact on our consolidated financial statements.
We adopted the provisions of SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities – Including an Amendment of FASB Statement No. 115” on December 30, 2007, the beginning of our 2008 fiscal year. SFAS No. 159 permits us to choose to measure certain financial assets and liabilities at fair value that are not currently required to be measured at fair value (the “Fair Value Option”). Election of the Fair Value Option is made on an instrument-by-instrument basis and is irrevocable. At the adoption date, unrealized gains and losses on financial assets and liabilities for which the Fair Value Option has been elected are reported as a cumulative adjustment to beginning retained earnings. We did not elect the Fair Value Option as we had no financial assets or liabilities that qualified for this treatment. In the future, if we elect the Fair Value Option for certain financial assets and liabilities, we would report unrealized gains and losses due to changes in their fair value in net income at each subsequent reporting date. The adoption of this statement had no impact on our consolidated financial statements.
Revenue Recognition
Revenue is recognized when the sales price is fixed or determinable, collectability is reasonably assured and title passes. Amounts billed to customers for delivery and set up are included in net sales. Revenue is reported net of estimated sales returns and excludes sales taxes.
We accept sales returns up to 30 nights following the sale. The accrued sales returns estimate is based on historical return rates, which are reasonably consistent from period to period and is adjusted for any current trends as appropriate. If actual returns vary from expected rates, sales in future periods are adjusted.
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Cost of Sales, Sales and Marketing, General and Administrative (“G&A”) and Research & Development (“R&D”) Expenses
The following tables summarize the primary costs classified in each major expense category (the classification of which may vary within our industry):
| |
Cost of Sales |
• | Costs associated with purchasing, manufacturing, shipping, handling and delivering our products to our stores and customers; |
| |
• | Physical inventory losses, scrap and obsolescence; |
| |
• | Related occupancy and depreciation expenses; and |
| |
• | Estimated costs to service warranty claims of customers. |
| |
Sales & Marketing |
• | Advertising and media production; |
| |
• | Marketing and selling materials such as brochures, videos, customer mailings and in-store signage; |
| |
• | Payroll and benefits for sales and customer service staff; |
| |
• | Store occupancy costs; |
| |
• | Store depreciation expense; and |
| |
• | Promotional financing costs. |
| |
G&A |
• | Payroll and benefit costs for corporate employees, including information technology, legal, human resources, finance, sales and marketing administration, investor relations and risk management; |
| |
• | Occupancy costs of corporate facilities; |
| |
• | Depreciation related to corporate assets; |
| |
• | Information hardware, software and maintenance; |
| |
• | Insurance; |
| |
• | Investor relations costs; and |
| |
• | Other overhead costs. |
| | |
R&D(1) | |
• | Internal labor and benefits related to research and development activities; | |
|
| | |
• | Outside consulting services related to research and development activities; and | |
|
| | |
• | Testing equipment related to research and development activities. | |
|
| | |
(1) Costs incurred in connection with R&D are charged to expense as incurred. | |
Operating Leases
We rent office and manufacturing space under operating leases which, in addition to the minimum lease payments, require payment of a proportionate share of the real estate taxes and certain building operating expenses. We also rent retail space under operating leases which, in addition to the minimum lease payments, may require payment of contingent rents based upon sales levels and payment of a proportionate share of the real estate taxes and certain building operating expenses.
Rent expense is recognized on a straight-line basis over the lease term, after consideration of rent escalations and rent holidays. We record any difference between the straight-line rent amounts and amounts payable under the leases as part of deferred rent, in other current liabilities or other long-term liabilities, as appropriate. 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. At January 3, 2009, and December 29, 2007, deferred rent included in other current liabilities in our consolidated balance sheets was $1.3 million and $0.2 million, respectively, and deferred rent included in other long-term liabilities in our consolidated balance sheets was $4.3 million and $4.7 million, respectively.
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Leasehold improvements that are funded by landlord incentives or allowances under an operating lease are recorded as deferred rent, in other current liabilities or other long-term liabilities, as appropriate and amortized as reductions to rent expense over the lease term.
Lease payments that depend on factors that are not measurable at the inception of the lease, such as future sales levels, are contingent rents and are excluded from minimum lease payments and included in the determination of total rent expense when it is probable the expense has been incurred and the amount is reasonably estimable. Future payments for real estate taxes and certain building operating expenses for which we are obligated are not included in minimum lease payments.
We also lease delivery trucks associated with our home delivery service, which in addition to the minimum lease payments, require payment of a management fee and contain certain residual value guarantee provisions that would become due at the expiration of the operating agreement if the fair value of the leased vehicles is less than the guaranteed residual value. As of January 3, 2009, the maximum guaranteed residual value at lease expiration was $0.6 million. Historically, payments related to these guarantees have been insignificant. We believe the likelihood of funding the guarantee obligation under any provision of the operating lease is remote and thus, we have not recognized a liability.
Pre-opening Costs
Costs associated with the start up and promotion of new store openings are expensed as incurred.
Advertising Costs
We incur advertising costs associated with print and broadcast advertisements. Advertising costs are charged to expense when the ad first runs. Advertising expense was $92.0 million, $109.9 million and $105.3 million, in 2008, 2007 and 2006, respectively. Advertising costs deferred and included in prepaid expenses in our consolidated balance sheets were $0.7 million and $1.3 million as of January 3, 2009, and December 29, 2007, respectively.
Insurance
We are self-insured for certain losses related to health and workers’ compensation claims, although we do obtain third-party insurance coverage to limit exposure to these claims. We estimate our self-insured liabilities using a number of factors including historical claims experience and analysis of incurred but not reported claims. Our self-insurance liability was $4.8 million at January 3, 2009 and December 29, 2007, and is included in other current liabilities in our consolidated balance sheets.
Stock-Based Compensation
We record stock-based compensation expense based on the provisions of SFAS No. 123R, “Share-Based Payment”based on the award’s fair value at the date of grant and the awards that are expected to vest. We recognize stock-based compensation expense over the period during which an employee is required to provide services in exchange for the award, or to their eligible retirement date, if earlier. We use the Black-Scholes-Merton option-pricing model to estimate the fair value of stock options and resulting compensation expense. The most significant inputs into the Black-Scholes-Merton option-pricing model are exercise price, our estimate of expected stock price volatility and the weighted-average expected life of the options. We include as part of cash flows from financing activities the benefit of tax deductions in excess of recognized compensation expense as prescribed in SFAS No. 123R. We adopted SFAS No. 123R at the beginning of 2006 using the modified prospective transition method.
See Note 6,Shareholders’ Equity, for additional information on stock-based compensation.
Income Taxes
We recognize deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established for any portion of deferred tax assets that are not considered more likely than not to be realized. We evaluate all available positive and negative
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Notes to Consolidated Financial Statements – (continued)
evidence, including the existence of cumulative year losses and our forecast of future taxable income, to assess the need for a valuation allowance on our deferred tax assets.
We recognize the benefits of tax positions based on the provisions of FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes.” FIN No. 48 and related interpretations define when benefits of tax positions in the financial statements are recognized and provides guidance on the derecognition, measurement and classification of income tax uncertainties, along with any related interest and penalties. We adopted FIN No. 48 effective December 31, 2006. The adoption of FIN No. 48 and related interpretations did not materially affect our consolidated financial statements and, as a result, we did not record any cumulative effect adjustment upon adoption.
We classify interest and penalties on tax uncertainties as a component of income tax expense in our consolidated statements of operations.
(Loss) Income Per Share
Basic (loss) income per share excludes dilution and is computed by dividing net (loss) income attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted (loss) income per share includes potentially dilutive common shares consisting of stock options, restricted stock and warrants using the treasury stock method. In 2008, we excluded shares of restricted stock and stock options from our computation of diluted net loss per share, as their inclusion would have had an anti-dilutive effect (i.e., resulted in lower loss per share).
Sources of Supply
We currently obtain materials and components used to produce our beds from outside sources. As a result, we are dependent upon suppliers that in some instances, are our sole source of supply. We are continuing our efforts to dual-source key components. The failure of one or more of our suppliers to provide us with materials or components on a timely basis could significantly impact our consolidated results of operations and net (loss) income per share. We believe we can obtain these raw materials and components from other sources of supply in the ordinary course of business, if necessary.
New Accounting Pronouncements
In February 2008, the FASB issued Financial Staff Position (FSP) No. 157-2,Effective Date of FASB Statement No. 157, which delays the effective date of SFAS No. 157 (“FSP 157-2”) for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. FSP 157-2 partially defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. The adoption of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities is effective for us beginning January 4, 2009. We do not expect the adoption of FSP 157-2 to have a material impact on our consolidated financial statements.
In April 2008, the FASB issued FSP No. 142-3,Determination of the Useful Life of Intangible Assets (“FSP 142-3”). FSP 142-3 amends the factors to be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142, “Goodwill and Other Intangible Assets.” Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure its fair value. This FSP is effective prospectively for intangible assets acquired or renewed after January 1, 2009. We do not expect FSP 142-3 to have a material impact on our consolidated financial statements.
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Notes to Consolidated Financial Statements – (continued)
| |
(2) Inventories |
| |
Inventories consist of the following (in thousands): |
| | | | | | | |
| | January 3,
2009 | | December 29,
2007 | |
Raw materials | | $ | 4,280 | | $ | 10,685 | |
Work in progress | | | 99 | | | 225 | |
Finished goods | | | 14,296 | | | 21,607 | |
| | $ | 18,675 | | $ | 32,517 | |
Our finished goods inventory, as of January 3, 2009, was comprised of $5.6 million of finished beds, including retail display beds and deliveries in-transit to those customers who have utilized home delivery services, $2.7 million of finished components that were ready for assembly for the completion of beds, and $6.0 million of retail accessories.
Our finished goods inventory, as of December 29, 2007, was comprised of $5.9 million of finished beds, including retail display beds and deliveries in-transit to those customers who have utilized home delivery services, $10.0 million of finished components that were ready for assembly for the completion of beds, and $5.7 million of retail accessories.
| |
(3) Property and Equipment |
Property and equipment consist of the following (in thousands):
| | | | | | | |
| | January 3,
2009 | | December 29,
2007 | |
Land | | $ | 1,999 | | $ | 1,999 | |
Leasehold improvements | | | 90,720 | | | 94,451 | |
Office furniture and equipment | | | 3,997 | | | 5,109 | |
Production machinery, computer equipment and software | | | 68,130 | | | 81,770 | |
Property under capital lease | | | 1,163 | | | — | |
Less: Accumulated depreciation and amortization | | | (112,735 | ) | | (102,920 | ) |
| | $ | 53,274 | | $ | 80,409 | |
During 2008, 2007 and 2006, we recorded asset impairment charges of $34.6 million, $0.4 million and $6.0 million, respectively. During the fourth quarter of fiscal 2008, we elected to abandon our plan to implement an integrated suite of SAP®-based applications in 2009 and recognized asset impairment charges totaling $27.6 million. In addition, during 2008 and 2007, we reviewed all of our stores for impairment and determined that certain store assets at underperforming stores were impaired. We recognized impairment charges of $7.0 million and $0.4 million, respectively, for the difference between the fair value and the carrying amounts of the related long-lived assets.
Our 2006 asset impairment charges were comprised of $5.4 million resulting from the abandonment of software we had been developing and $0.6 million resulting from the difference between the fair value and carrying amount of the related long-lived assets.
Asset impairment charges is one of our critical accounting estimates and requires management to make estimates about future events including sales growth rates, cash flows and asset fair values. We estimate fair values based on probability-weighted discounted cash flows, quoted market prices or other valuation techniques. Our 2008 quarterly store asset impairment charges reflected the deterioration of consumer spending and the more difficult economic environment as the year progressed. Our impairment calculations assume the ongoing availability of consumer credit and our ability to provide cost-effective consumer credit options. However, the recent tightening of credit standards, for our customers who seek extended financing from our third party financiers, was considered in our estimates. Predicting future events is inherently an imprecise activity. If actual results are not consistent with the estimates and assumptions used in our asset impairment calculations, we may incur additional impairment charges in the near term.
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Notes to Consolidated Financial Statements – (continued)
Operating Leases
Rent expense was as follows (in thousands):
| | | | | | | | | | |
| | 2008 | | 2007 | | 2006 | |
Facility Rents: | | | | | | | | | | |
Minimum rents | | $ | 38,157 | | $ | 32,663 | | $ | 27,579 | |
Contingent rents | | | 1,962 | | | 7,564 | | | 9,443 | |
Total | | $ | 40,119 | | $ | 40,227 | | $ | 37,022 | |
Equipment rents | | $ | 3,412 | | $ | 2,753 | | $ | 2,484 | |
Capital Leases
During 2008, we entered into capital leases totaling $1.0 million, respectively, for certain computer and manufacturing equipment. At January 3, 2009, $0.3 million was included in other current liabilities and $0.5 million was included in other long-term liabilities in our consolidated balance sheet.
The aggregate minimum rental commitments under operating leases and future maturities of capital leases for subsequent years are as follows (in thousands):
| | | | | | | |
| | Operating | | Capital | |
2009 | | $ | 34,540 | | $ | 302 | |
2010 | | | 32,216 | | | 320 | |
2011 | | | 26,715 | | | 223 | |
2012 | | | 21,982 | | | — | |
2013 | | | 17,419 | | | — | |
Thereafter | | | 25,017 | | | — | |
| | $ | 157,889 | | $ | 845 | |
Credit Agreement
In June 2006, we entered into a Credit Agreement (the “Credit Agreement”) with a syndicate of banks (the “Lenders”). The Credit Agreement, as amended to date, provides a revolving credit facility in an aggregate amount of $90 million to be used for general corporate purposes, which amount decreases to $85 million as of March 31, 2009 and to $80 million as of July 1, 2009. The Credit Agreement terminates in June 2010.
The Credit Agreement was amended on February 1, 2008 and on May 30, 2008 to allow greater flexibility under the existing financial covenants, provide additional financial covenants and monthly measurement of financial covenants, modify the credit limit and maturity date, increase the cost of borrowing, provide the Lenders with a collateral security interest in substantially all of our assets and those of our subsidiaries, and impose additional restrictions and covenants with respect to our operations.
We had outstanding borrowings of $79.2 million and $37.9 million, under the credit facility as of January 3, 2009, and December 29, 2007, respectively. We also had outstanding letters of credit of $5.9 million and zero as of January 3, 2009, and December 29, 2007, respectively. Outstanding letters of credit reduce the amounts available under the credit facility. At January 3, 2009, and December 29, 2007, $5.0 million and $62.1 million, respectively, were available under this credit facility. In early March 2009, we received a federal income tax refund of approximately $23.0 million. Pursuant to the terms of
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the Credit Agreement, these funds have been placed in a cash collateral account with the Lenders. We are in discussions with the Lenders regarding the potential use or application of these funds to address our near-term liquidity needs.
At January 3, 2009, borrowings under the credit facility bore interest at a floating rate and could be maintained as base rate loans (tied to the prime rate, plus a margin of up to 4.00% or the federal funds rate plus 5.00%) or as Eurocurrency rate loans (tied to LIBOR, plus a margin up to 5.0% depending on our leverage ratio, as defined). We also pay certain facility and agent fees. As of January 3, 2009, and December 29, 2007, interest rates on borrowings outstanding under the Credit Agreement were 6.0% and 5.2%, respectively. We are subject to certain financial covenants under the agreement, including a maximum leverage ratio, a minimum interest coverage ratio, minimum EBITDA requirements, and capital expenditure limits.
Pursuant to a series of amendments of the Credit Agreement, the Lenders have deferred to March 31, 2009 a reduction in the amount available under our line of credit from $90 million to $85 million that was previously scheduled to become effective as of December 1, 2008. Also pursuant to these amendments, the Lenders have waived compliance, through the close of business on March 30, 2009, with: (a) the minimum interest coverage ratio covenant of the Credit Agreement for the fiscal periods ending on or about December 31, 2008, January 31, 2009 and February 28, 2009, and (b) the minimum EBITDA covenant of the Credit Agreement for the fiscal period ending on or about December 31, 2008. Upon expiration of our most recent amendment on March 31, 2009, we will not be in compliance with certain financial covenants under the Credit Agreement. If we are unable to continue to obtain amendments from the Lenders that waive compliance with these financial covenants, our bank syndicate could place us in default under the terms of the Credit Agreement. A default under the Credit Agreement would enable the Lenders to seek immediate payment, severely constraining our operating flexibility and our ability to fund our business. Any further amendment of the Credit Agreement may significantly increase the cost of credit provided under the credit facility and related expenses, which may adversely impact our profitability.
In light of these increased uncertainties, we are considering options to enhance our financial flexibility and fund our operations, including the need to raise equity or debt capital. The issuance of any additional debt securities could materially and adversely impact our profitability and financial condition. The issuance of additional equity securities could be substantially dilutive to our existing shareholders.
At January 3, 2009, we had $1.1 million in deferred financing fees related to the Credit Agreement. If the Lenders have the right to demand payment before the Credit Agreement terminates, we would expense any remaining unamortized deferred financing fees.
Stock-Based Compensation Plans
We compensate officers, directors and key employees with stock-based compensation under three stock plans approved by our shareholders in 1990, 1997 and 2004 and administered under the supervision of our Board of Directors (“Board”). At January 3, 2009, a total of 1,435,000 shares were available for future grant under the 2004 stock plan. Stock option awards are granted at exercise prices equal to the closing price of our stock on the date of grant. Generally, options vest proportionally over periods of three to four years from the dates of the grant and expire after ten years. Compensation expense is recognized ratably over the vesting period.
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Stock Options
A summary of our stock option activity for the year ended January 3, 2009, is as follows (in thousands, except per share amounts):
| | | | | | | | | | | | | |
| | Stock
Options | | Weighted-
Average
Exercise
Price
per Share | | Weighted-
Average
Remaining
Contractual
Term
(years) | | Aggregate
Intrinsic
Value(1) | |
| | | | | | | | | | | | | |
Outstanding at December 29, 2007 | | | 5,274 | | $ | 12.40 | | | 5.6 | | $ | 7,749 | |
Granted | | | 797 | | | 3.43 | | | | | | | |
Exercised | | | (62 | ) | | 1.50 | | | | | | | |
Canceled/Forfeited | | | (935 | ) | | 14.93 | | | | | | | |
Outstanding at January 3, 2009 | | | 5,074 | | $ | 10.67 | | | 4.9 | | $ | — | |
| | | | | | | | | | | | | |
Exercisable at January 3, 2009 | | | 3,537 | | $ | 9.20 | | | 3.6 | | $ | — | |
| |
(1) | Aggregate intrinsic value includes only those options where the exercise price is equal to or greater than the share price on the date of grant. As of January 3, 2009, the intrinsic value of all outstanding stock options was zero. |
Other information pertaining to options for the years ended January 3, 2009; December 29, 2007; and December 30, 2006 is as follows (in thousands, except per share amounts):
| | | | | | | | | | |
| | 2008 | | 2007 | | 2006 | |
| | | | | | | | | | |
Weighted-average grant date fair value of stock options granted | | $ | 1.65 | | $ | 8.94 | | $ | 12.69 | |
Total intrinsic value (at exercise) of stock options exercised | | $ | 115 | | $ | 6,637 | | $ | 28,507 | |
Cash received from the exercise of stock options | | $ | 92 | | $ | 3,489 | | $ | 8,809 | |
Stock-based compensation expense recognized in the consolidated statements of operations | | $ | 2,916 | | $ | 4,528 | | $ | 6,612 | |
Excess income tax benefits from exercise of stock options | | $ | 19 | | $ | 1,497 | | $ | 8,565 | |
At January 3, 2009, there was $6.4 million of total stock option compensation expense related to non-vested awards not yet recognized, which is expected to be recognized over a weighted-average period of 4.9 years.
Determining Fair Value
We estimated the fair value of stock options granted using the Black-Scholes-Merton option-pricing model and a single option award approach. Forfeitures are estimated using historical experience and projected employee turnover. A description of significant assumptions used to estimate the expected volatility, risk-free interest rate and expected term was as follows:
| |
| Expected Volatility – Expected volatility was determined based on implied volatility of our traded options and historical volatility of our stock price. |
| |
| Risk-Free Interest Rate – The risk-free interest rate was based on the implied yield currently available on U.S. Treasury zero-coupon issues with a term equal to the expected term. |
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Notes to Consolidated Financial Statements – (continued)
| |
| Expected Term –Expected term represents the period that our stock-based awards are expected to be outstanding and was determined based on historical experience and anticipated future exercise patterns, giving consideration to the contractual terms of unexercised stock-based awards. |
The assumptions used to calculate the fair value of awards granted during 2008, 2007 and 2006 using the Black-Scholes-Merton option-pricing model were as follows:
| | | | | | | | | | |
Valuation Assumptions | | 2008 | | 2007 | | 2006 | |
| | | | | | | | | | |
Expected dividend yield | | | 0 | % | | 0 | % | | 0 | % |
Expected volatility | | | 52 | % | | 50 | % | | 50 | % |
Risk-free interest rate | | | 2.5 | % | | 4.7 | % | | 4.7 | % |
Expected term (in years) | | | 5.3 | | | 5.2 | | | 5.6 | |
Restricted and Performance Stock
We issue restricted and performance stock awards to certain employees in conjunction with our share-based compensation plan. The awards generally cliff-vest from three to five years based on continued employment (“time based”). Compensation expense related to time-based stock awards is determined on the grant-date based on the publicly quoted fair market value of our common stock and is charged to earnings on a straight-line basis over the vesting period. Performance stock may be earned and become vested in a specific percentage depending upon the extent to which the target performance is met as of the last day of the performance cycle (“performance based”). Total compensation expense related to time-based restricted and performance-based stock awards was $0.8 million, $1.7 million and $1.7 million, for the years ended January 3, 2009; December 29, 2007; and December 30, 2006, respectively. There were 38,000 restricted and performance stock awards vested at January 3, 2009. All outstanding restricted and performance stock awards were unvested at December 29, 2007, and December 30, 2006. Restricted and performance stock activity was as follows for the year ended January 3, 2009 (in thousands, except per share amounts):
| | | | | | | | | | | | | |
| | Restricted
Stock | | Weighted-
Average
Grant Date
Fair Value | | Performance
Stock | | Weighted-
Average
Grant
Date Fair
Value | |
| | | | | | | | | | | | | |
Outstanding at December 29, 2007 | | | 428 | | $ | 15.84 | | | 152 | | $ | 21.44 | |
Granted | | | 137 | | | 4.05 | | | 173 | | | 3.73 | |
Canceled/Forfeited | | | (205 | ) | | 12.63 | | | (74 | ) | | 10.26 | |
| | | | | | | | | | | | | |
Outstanding at January 3, 2009 | | | 360 | | $ | 13.20 | | | 251 | | $ | 12.36 | |
At January 3, 2009, there was $2.5 million of unrecognized compensation expense related to non-vested restricted and performance share awards, which is expected to be recognized over a weighted-average period of 2.0 years.
Repurchases of Common Stock
On April 20, 2007, our Board authorized the repurchase of up to an additional $250.0 million of our common stock, bringing the total availability under our share repurchase program to $290.0 million. During 2008, we did not repurchase any shares of common stock. During 2007, we repurchased and retired 7,617,000 shares through open market purchases at a cost of $131.9 million (based on trade dates), respectively. During 2006, we repurchased and retired 3,889,000 shares through open market purchases at a cost of $79.7 million (based on trade dates). As of January 3, 2009, the remaining authorization under our share repurchase program was $206.8 million. There is no expiration date governing the period over which we can repurchase shares. We currently have no plans to repurchase our stock under this authorization.
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The cost of stock repurchases is first charged to additional paid-in capital. Once additional paid-in capital is reduced to zero, any additional amounts are charged to (accumulated deficit) retained earnings.
Net (Loss) Income per Common Share
The following computations reconcile net (loss) income per share – basic with net (loss) income per share – diluted (in thousands, except per share amounts):
| | | | | | | | | | |
| | 2008 | | 2007 | | 2006 | |
| | | | | | | | | | |
Net (loss) income | | $ | (70,177 | ) | $ | 27,620 | | $ | 47,183 | |
| | | | | | | | | | |
Reconciliation of weighted-average shares outstanding: | | | | | | | | | | |
Basic weighted-average shares outstanding | | | 44,186 | | | 46,536 | | | 52,837 | |
Effect of dilutive securities: | | | | | | | | | | |
Options | | | — | | | 1,455 | | | 2,529 | |
Warrants | | | — | | | — | | | 28 | |
Restricted shares | | | — | | | 301 | | | 193 | |
Diluted weighted-average shares outstanding | | | 44,186 | | | 48,292 | | | 55,587 | |
| | | | | | | | | | |
Net (loss) income per share – basic | | $ | (1.59 | ) | $ | 0.59 | | $ | 0.89 | |
Net (loss) income per share – diluted | | | (1.59 | ) | | 0.57 | | | 0.85 | |
Additional potentially dilutive stock options totaling 5,124,000, 2,441,000 and 1,077,000 for the years 2008, 2007 and 2006, respectively, have been excluded from diluted EPS because these securities’ exercise prices were greater than the average market price of our common shares. In addition, we excluded 444,000 shares of restricted stock and 212,000 stock options from our computation of diluted net loss per share for 2008, as their inclusion would have had an anti-dilutive effect (i.e., resulted in a lower loss per share).
(7) Other (Expense) Income, Net
Other (expense) income, net, consisted of the following (in thousands):
| | | | | | | | | | |
| | 2008 | | 2007 | | 2006 | |
Interest income | | $ | 90 | | $ | 1,079 | | $ | 3,018 | |
Interest expense | | | (4,434 | ) | | (1,163 | ) | | — | |
Write-off unamortized debt cost | | | (131 | ) | | — | | | — | |
Capitalized interest expense | | | 1,190 | | | 314 | | | — | |
Realized loss on sales of marketable debt securities | | | — | | | (270 | ) | | — | |
Other (expense) income, net | | $ | (3,285 | ) | $ | (40 | ) | $ | 3,018 | |
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SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements – (continued)
(8) Income Taxes
The (benefit) expense for income taxes consisted of the following (in thousands):
| | | | | | | | | | |
| | 2008 | | 2007 | | 2006 | |
Current: | | | | | | | | | | |
Federal | | $ | (26,910 | ) | $ | 19,454 | | $ | 30,572 | |
State | | | (732 | ) | | 3,672 | | | 5,738 | |
| | | (27,642 | ) | | 23,126 | | | 36,310 | |
Deferred: | | | | | | | | | | |
Federal | | | 26,853 | | | (6,348 | ) | | (6,387 | ) |
State | | | (1,777 | ) | | (932 | ) | | (1,278 | ) |
| | | 25,076 | | | (7,280 | ) | | (7,665 | ) |
Income tax (benefit) expense | | $ | (2,566 | ) | $ | 15,846 | | $ | 28,645 | |
Effective tax rates differ from statutory federal income tax rates as follows:
| | | | | | | | | | |
| | 2008 | | 2007 | | 2006 | |
Statutory federal income tax rate | | | (35.0 | %) | | 35.0 | % | | 35.0 | % |
Valuation allowance | | | 36.9 | | | — | | | — | |
State income taxes, net of federal benefit | | | (4.5 | ) | | 4.1 | | | 3.8 | |
Other | | | (0.9 | ) | | (2.6 | ) | | (1.0 | ) |
| | | (3.5 | %) | | 36.5 | % | | 37.8 | % |
We file income tax returns with the U.S. federal government and various state jurisdictions. In the normal course of business, we are subject to examination by federal and state taxing authorities. We are no longer subject to federal or state income tax examinations for years prior to 2004.
Deferred Income Taxes
The tax effects of temporary differences that give rise to deferred income taxes were as follows (in thousands):
| | | | | | | |
| | 2008 | | 2007 | |
Deferred tax assets: | | | | | | | |
Current: | | | | | | | |
Compensation and benefits | | $ | 2,689 | | $ | 3,399 | |
Warranty and returns liabilities | | | 1,935 | | | 2,332 | |
Deferred rent and lease incentives | | | 984 | | | 471 | |
Other | | | 609 | | | 614 | |
Long-term: | | | | | | | |
Property and equipment | | | 12,161 | | | 13,502 | |
Stock-based compensation | | | 6,835 | | | 5,443 | |
Deferred rent and lease incentives | | | 3,324 | | | 3,261 | |
Warranty liability | | | 2,008 | | | 2,824 | |
Net operating loss, capital loss and tax credit carryforwards | | | 2,933 | | | 101 | |
Other | | | 719 | | | 487 | |
Total gross deferred tax assets | | | 34,197 | | | 32,434 | |
Valuation allowance | | | (26,933 | ) | | (94 | ) |
Total net deferred tax assets | | $ | 7,264 | | $ | 32,340 | |
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SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements – (continued)
At January 3, 2009, we had net operating loss carryforwards for state income tax purposes of $71.1 million which will expire between 2011 and 2028.
In accordance with SFAS No. 109, “Accounting for Income Taxes,” we evaluate our deferred income taxes quarterly to determine if valuation allowances are required. SFAS No. 109 requires that companies assess whether valuation allowances should be established for any deferred tax assets that are not considered more likely than not to be realized, using all available evidence, both positive and negative. This assessment considers, among other matters, the nature, frequency, and severity of recent losses, forecasts of future profitability, taxable income in available carryback periods and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified.
We had a $26.9 million and $94,000 tax valuation allowance at January 3, 2009, and December 29, 2007, respectively. Due to our net loss in 2008, our expectations that macro-economic trends and consumer confidence will remain weak throughout 2009, and uncertainty regarding future taxable income; we determined that it was more likely than not that a portion of our deferred tax assets would not be realized. In the fourth quarter of 2008, we established a $26.8 million valuation allowance against deferred tax assets that could not be realized through taxable income earned in available carryback periods. If and when our operating performance improves on a sustained basis, our conclusion regarding the need for the $26.8 million deferred tax valuation allowance could change, resulting in the reversal of some or all of the valuation allowance in future periods. We also have a $94,000 valuation allowance at January 3, 2009, and December 29, 2007, related to a capital loss carryforward that will expire in 2012 if not utilized.
Unrecognized Tax Benefits
At January 3, 2009, and December 29, 2007, the total amounts of unrecognized tax benefits for uncertain tax positions were $155,000 and $97,000, respectively, that if recognized, would impact the effective tax rate. The amount of unrecognized tax benefits are not expected to change materially within the next 12 months.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits for 2007 and 2008 was as follows (in thousands):
| | | | | | | | | | |
| | Federal
And
State
Tax | | Accrued
Interest
And
Penalties | | Gross
Unrecognized
Income Tax
Benefits | |
Balance December 31, 2006 | | $ | 228 | | $ | 24 | | $ | 252 | |
Increases related to prior-year tax positions | | | — | | | 8 | | | 8 | |
Decreases related to prior-year tax positions | | | (24 | ) | | — | | | (24 | ) |
Lapse of statute of limitations | | | (107 | ) | | (32 | ) | | (139 | ) |
Balance December 29, 2007 | | $ | 97 | | $ | — | | $ | 97 | |
Decreases related to prior-year tax positions | | | (50 | ) | | — | | | (50 | ) |
Increases related to prior-year tax positions | | | 105 | | | 3 | | | 108 | |
Balance January 3, 2009 | | $ | 152 | | $ | 3 | | $ | 155 | |
In 2008, 2007 and 2006, we included $3,000, $8,000 and $10,000, respectively, of penalties and interest in income tax (benefit) expense.
(9) Employee Benefit Plans
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 year, we may make a discretionary contribution equal to a percentage of the employee’s contribution. Beginning in the fourth quarter of fiscal 2008, due to the challenging business environment, we
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SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements – (continued)
discontinued our discretionary 401(k) contribution. During 2008, 2007 and 2006, our contributions, net of forfeitures, were $1.9 million, $2.8 million and $2.5 million, respectively.
Employee Stock Purchase Plan
We had an employee stock purchase plan (“ESPP”) which permitted employees to purchase our common stock at a 5% discount based on the average price of the stock on the last business day of the offering period (calendar quarter basis). Purchases were funded by employee payroll deductions during the offering period. Employees purchased 236,847 shares in 2008, 68,670 shares in 2007 and 60,464 shares in 2006 under this plan. At January 3, 2009, and December 29, 2007, ESPP participants had accumulated $132,000 and $192,000, respectively, to purchase our common stock. We discontinued our ESPP plan at the beginning of 2009.
(10) Commitments and Contingencies
On April 25, 2008, a lawsuit was filed against one of our subsidiaries in Superior Court in Santa Clara County, California by one of our customers. The complaint asserted various claims related to products liability, breach of warranty, concealment, intentional misrepresentation and negligent misrepresentation and sought class certification. The complaint alleged that products sold by us prior to 2006 had a unique propensity to develop mold, alleged that the plaintiff suffered adverse health effects, and sought various forms of legal and equitable relief, including without limitation unspecified damages, punitive and exemplary damages, attorneys’ fees and costs, and injunctive relief. We removed the case to the U.S. District Court for the Northern District of California. On September 30, 2008, the Court granted our motion to dismiss and strike the purported class action claims, and allowed the plaintiff leave to amend the complaint. On October 30, 2008, the plaintiff filed an amended complaint alleging facts similar to those asserted in the initial complaint and asserting additional claims, including antitrust and RICO claims. We have filed a motion to dismiss the amended complaint on the same basis that the Court dismissed the original complaint, and our motion remains pending before the Court. As of January 3, 2009, no accrual had been established as we believe that the complaint is without merit and we intend to vigorously defend the claims.
We are involved from time to time in various other legal proceedings arising in the ordinary course of our business, including primarily commercial, employment and intellectual property claims. In accordance with generally accepted accounting principles in the United States, we record a liability in our consolidated financial statements with respect to any of these matters when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. With respect to these other matters, we believe that we have valid defenses to claims asserted against us and we do not expect the outcome of these other matters to have a material effect on our consolidated results of operations or financial position. Litigation, however, is inherently unpredictable, and it is possible that the ultimate outcome of one or more claims asserted against us could adversely impact our results of operations or financial position. We expense legal costs as incurred.
Consumer Credit Arrangements
We refer customers seeking extended financing to certain third party financiers (“Card Servicers”). The Card Servicers, if credit is granted, establish the interest rates, fees, and all other terms and conditions of the customer’s account based on their evaluation of the creditworthiness of the customers. As the receivables are owned by the Card Servicers, at no time are the receivables purchased or acquired from us. We are not liable to Card Servicers for our customers’ credit defaults. In connection with customer purchases financed under these arrangements, the Card Servicers pay us an amount equal to the total amount of such purchases, net of promotional related discounts. The amounts financed and uncollected from Card Servicers under the program were included in accounts receivable and totaled $1.0 million and $2.3 million as of January 3, 2009, and December 29, 2007, respectively.
Termination of our agreements with Card Servicers, any material change to the terms of agreements with Card Servicers or in the availability or terms of credit for our customers from Card Servicers, or any delay in securing replacement credit sources, could materially affect our consolidated results of operations or financial position.
Our agreement under which GE Money Bank offers to our qualified customers revolving credit arrangements to finance purchases from us (the “GE Agreement”) contains certain financial covenants, including maximum leverage ratio and minimum interest coverage. As our recent results placed us outside of these financial covenants, we were required under the terms of the GE Agreement to provide GE Money Bank with a $2.7 million letter of credit as collateral security.
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SELECT COMFORT CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements – (continued)
Commitments
As of January 3, 2009, we had $159.2 million of inventory purchase commitments with our suppliers as part of the normal course of business. There are a limited number of supply contracts that contain penalty provisions for failure to purchase contracted quantities. We do not expect potential payments under these provisions to materially affect our consolidated results of operations or financial position.
(11) Summary of Quarterly Financial Data (unaudited)
The following is a condensed summary of actual quarterly results for 2008 and 2007 (in thousands, except per share amounts):
| | | | | | | | | | | | | |
2008 | | Fourth | | Third | | Second | | First | |
Net sales | | $ | 131,073 | | $ | 157,231 | | $ | 152,055 | | $ | 168,165 | |
Gross profit | | | 73,246 | | | 97,756 | | | 90,644 | | | 96,926 | |
Operating (loss) income | | | (50,217 | ) | | 2,052 | | | (10,251 | ) | | (11,042 | ) |
Net (loss) income | | | (57,436 | ) | | 983 | | | (6,591 | ) | | (7,133 | ) |
Net (loss) income per share – diluted | | | (1.30 | ) | | 0.02 | | | (0.15 | ) | | (0.16 | ) |
| | | | | | | | | | | | | |
2007 | | Fourth | | Third | | Second | | First | |
Net sales | | $ | 190,672 | | $ | 213,070 | | $ | 178,991 | | $ | 216,509 | |
Gross profit | | | 111,542 | | | 131,178 | | | 109,527 | | | 134,168 | |
Operating income | | | 2,799 | | | 19,077 | | | 4,803 | | | 16,827 | |
Net income | | | 2,168 | | | 11,863 | | | 2,912 | | | 10,677 | |
Net income per share – diluted | | | 0.05 | | | 0.26 | | | 0.06 | | | 0.21 | |
| | | | | | | | | | | | | |
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this annual report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.
Management’s Report on Internal Control Over Financial Reporting
Select Comfort’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Select Comfort’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting based on the framework inInternal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under these criteria, management concluded that our internal control over financial reporting was effective as of January 3, 2009.
Fourth Quarter Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended January 3, 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information under the captions “Election of Directors,” “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement for our 2009 Annual Meeting of Shareholders is incorporated herein by reference. Information concerning our executive officers is included in Part I of this report under the caption “Executive Officers of the Registrant.”
We have adopted a Code of Business Conduct applicable to our directors, officers and employees (including our principal executive officer, principal financial officer, principal accounting officer and controller). The Code of Business Conduct is available on the Investor Relations section of our Web site athttp://www.selectcomfort.com. In the event that we amend or waive any of the provisions of the Code of Business Conduct applicable to our principal executive officer, principal financial officer, principal accounting officer and controller, we intend to disclose the same on our Web site athttp://www.selectcomfort.com.
ITEM 11. EXECUTIVE COMPENSATION
The information under the caption “Executive Compensation” in our Proxy Statement for our 2009 Annual Meeting of Shareholders is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information under the caption “Equity Compensation Plan Information” in Item 5 of this Annual Report on Form 10-K and the information under the caption “Stock Ownership of Management and Certain Beneficial Owners” in our Proxy Statement for our 2009 Annual Meeting of Shareholders is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information under the caption “Corporate Governance” in our Proxy Statement for our 2009 Annual Meeting of Shareholders is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information under the caption “Approval of Selection of Independent Registered Public Accounting Firm” in our Proxy Statement for our 2009 Annual Meeting of Shareholders is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| |
(a) | Consolidated Financial Statements and Schedule |
| |
(1) | Consolidated Balance Sheets |
| |
| Consolidated Statements of Operations |
| |
| Consolidated Statements of Shareholders’ Equity |
| |
| Consolidated Statements of Cash Flows |
| |
| Notes to Consolidated Financial Statements |
| |
| Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting |
| |
| Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements and Financial Statement Schedule |
| |
(2) | Consolidated Financial Statement Schedule |
| |
| The following Report and financial statement schedule are included in this Part IV. |
| |
| Schedule II – Valuation and Qualifying Accounts |
| |
| All other schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto. |
| |
(3) | Exhibits |
The exhibits to this Report are listed in the Exhibit Index below.
We will furnish a copy of any of the exhibits referred to above at a reasonable cost to any shareholder upon receipt of a written request. Requests should be sent to: Select Comfort Corporation, Investor Relations Department, 9800 59th Avenue North, Minneapolis, Minnesota 55442.
The following is a list of each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(c):
| | |
| 1. | Select Comfort Corporation 1990 Omnibus Stock Option Plan, as amended and restated |
| | |
| 2. | Select Comfort Corporation 1997 Stock Incentive Plan, as amended and restated |
| | |
| 3. | Form of Incentive Stock Option Agreement under the 1990 and 1997 Stock Plans |
| | |
| 4. | Form of Performance Based Stock Option Agreement under the 1990 and 1997 Stock Plans |
| | |
| 5. | Select Comfort Corporation 2004 Stock Incentive Plan (Amended and Restated as of January 1, 2007) |
| | |
| 6. | Form of Nonstatutory Stock Option Award Agreement under the 2004 Stock Incentive Plan |
| | |
| 7. | Form of Restricted Stock Award Agreement under the 2004 Stock Incentive Plan |
| | |
| 8. | Form of Performance Stock Award Agreement under the 2004 Stock Incentive Plan |
| | |
| 9. | Form of Nonstatutory Stock Option Award Agreement (Subject to Performance Adjustment) under the 2004 Stock Incentive Plan |
| | |
| 10. | Select Comfort Profit Sharing and 401(K) Plan – 2007 Restatement |
| | |
| 11. | Select Comfort Executive Investment Plan, as Amended and Restated October 29, 2008 |
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| | |
| 12. | Select Comfort Executive and Key Employee Incentive Plan |
| | |
| 13. | Employment Letter from the Company to William R. McLaughlin dated March 3, 2000 |
| | |
| 14. | Employment Letter from the Company to William R. McLaughlin dated March 2, 2006 |
| | |
| 15. | Letter Agreement between William R. McLaughlin and Select Comfort Corporation dated as of February 21, 2008 |
| | |
| 16. | Amended and Restated Non-Statutory Stock Option Agreement between Select Comfort Corporation and William R. McLaughlin dated as of April 22, 2008 |
| | |
| 17. | Separation Agreement between the Company and Catherine B. Hall dated October 22, 2008 |
| | |
| 18. | Employment Letter from the Company to Kathryn V. Roedel dated March 8, 2005 |
| | |
| 19. | Employment Letter from the Company to Wendy L. Schoppert dated March 15, 2005 |
| | |
| 20. | Employment Letter from the Company to Mark A. Kimball dated April 22, 1999 |
| | |
| 21. | Summary of Executive Health Program |
| | |
| 22. | Summary of Executive Tax and Financial Planning Program |
| | |
| 23. | Amended and Restated Select Comfort Corporation Executive Severance Pay Plan |
| | |
| 24. | First Amendment to Amended and Restated Select Comfort Corporation Executive Severance Pay Plan |
| | |
| 25. | Summary of Non-Employee Director Compensation |
| | |
| 26. | Amended and Restated Select Comfort Corporation Non-Employee Director Equity Plan |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
| SELECT COMFORT CORPORATION |
| (Registrant) |
| | |
Dated: March 19, 2009 | By: | /s/ William R. McLaughlin |
| | William R. McLaughlin |
| | Chief Executive Officer |
| | (principal executive officer) |
| | |
| By: | /s/ James C. Raabe |
| | James C. Raabe |
| | Chief Financial Officer |
| | (principal financial and accounting officer) |
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POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature appears below constitutes and appoints William R. McLaughlin, James C. Raabe and Mark A. Kimball, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or such person’s substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date or dates indicated.
| | | | |
NAME | | TITLE | | DATE |
| | | | |
/s/ Ervin R. Shames | | Chairman of the Board | | March 16, 2009 |
Ervin R. Shames | | | | |
| | | | |
/s/ William R. McLaughlin | | Director | | March 19, 2009 |
William R. McLaughlin | | | | |
| | | | |
/s/ Thomas J. Albani | | Director | | March 13, 2009 |
Thomas J. Albani | | | | |
| | | | |
/s/ Christine M. Day | | Director | | March 19, 2009 |
Christine M. Day | | | | |
| | | | |
/s/ Stephen L. Gulis, Jr. | | Director | | March 13, 2009 |
Stephen L. Gulis, Jr. | | | | |
| | | | |
/s/ Christopher P. Kirchen | | Director | | March 10, 2009 |
Christopher P. Kirchen | | | | |
| | | | |
/s/ David T. Kollat | | Director | | March 12, 2009 |
David T. Kollat | | | | |
| | | | |
/s/ Brenda J. Lauderback | | Director | | March 13, 2009 |
Brenda J. Lauderback | | | | |
| | | | |
/s/ Michael A. Peel | | Director | | March 11, 2009 |
Michael A. Peel | | | | |
| | | | |
/s/ Jean-Michel Valette | | Director | | March 17, 2009 |
Jean-Michel Valette | | | | |
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SELECT COMFORT CORPORATION
EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED JANUARY 3, 2009
| | | | |
Exhibit
No. | | Description | | Method Of Filing |
| | | | |
3.1 | | Third Restated Articles of Incorporation of the Company, as amended | | Incorporated by reference to Exhibit 3.1 contained in Select Comfort’s Annual Report on Form 10-K for the fiscal year ended January 1, 2000 (File No. 0-25121) |
| | | | |
3.2 | | Articles of Amendment to Third Restated Articles of Incorporation of the Company | | Incorporated by reference to Exhibit 3.1 contained in Select Comfort’s Current Report on Form 8-K filed May 16, 2006 (File No. 0-25121) |
| | | | |
3.3 | | Restated Bylaws of the Company | | Incorporated by reference to Exhibit 3.1 contained in Select Comfort’s Current Report on Form 8-K filed May 21, 2007 (File No. 0-25121) |
| | | | |
10.1 | | Net Lease Agreement dated December 3, 1993 between the Company and Opus Corporation | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Registration Statement on Form S-1, as amended (Reg. No. 333-62793) |
| | | | |
10.2 | | Amendment of Lease dated August 10, 1994 between the Company and Opus Corporation | | Incorporated by reference to Exhibit 10.2 contained in the Select Comfort’s Registration Statement on Form S-1, as amended (Reg. No. 333-62793) |
| | | | |
10.3 | | Second Amendment to Lease dated May 10, 1995 between the Company and Rushmore Plaza Partners Limited Partnership (successor to Opus Corporation) | | Incorporated by reference to Exhibit 10.3 contained in Select Comfort’s Registration Statement on Form S-1, as amended (Reg. No. 333-62793) |
| | | | |
10.4 | | Letter Agreement dated as of October 5, 1995 between the Company and Rushmore Plaza Partners Limited Partnership | | Incorporated by reference to Exhibit 10.4 contained in Select Comfort’s Registration Statement on Form S-1, as amended (Reg. No. 333-62793) |
| | | | |
10.5 | | Third Amendment of Lease, Assignment and Assumption of Lease and Consent dated as of January 1, 1996 among the Company, Rushmore Plaza Partners Limited Partnership and Select Comfort Direct Corporation | | Incorporated by reference to Exhibit 10.5 contained in Select Comfort’s Registration Statement on Form S-1, as amended (Reg. No. 333-62793) |
| | | | |
10.6 | | Fourth Amendment to Lease dated June 30, 2003 between Cabot Industrial Properties, L.P. (successor to Rushmore Plaza Partners Limited Partnership) and Select Comfort Direct Corporation | | Incorporated by reference to Exhibit 10.6 contained in Select Comfort’s Annual report on Form 10-K for the fiscal year ended January 3, 2004 (File No. 0-25121) |
| | | | |
10.7 | | Fifth Amendment to Lease dated August 28, 2006 between Cabot Industrial Properties, L.P. (successor to Rushmore Plaza Partners Limited Partnership) and Select Comfort Direct Corporation | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Quarterly report on Form 10-Q for the quarter ended September 30, 2006 (File No. 0-25121) |
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| | | | |
Exhibit
No. | | Description | | Method Of Filing |
| | | | |
10.8 | | Lease Agreement dated as of September 19, 2002 between the Company and Blind John, LLC (as successor to Frastacky (US) Properties Limited Partnership) | | Incorporated by reference to Exhibit 10.6 contained in Select Comfort’s Annual Report on Form 10-K for the fiscal year ended December 28, 2002 (File No. 0-25121) |
| | | | |
10.9 | | Lease Agreement dated September 30, 1998 between the Company and ProLogis Development Services Incorporated | | Incorporated by reference to Exhibit 10.12 contained in Select Comfort’s Annual Report on Form 10-K for the fiscal year ended December 28, 2002 (File No. 0-25121) |
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10.10 | | Net Lease Agreement (Build-to-Suit) by and between Opus Northwest LLC, as Landlord, and Select Comfort Corporation, as Tenant, dated July 26, 2006 | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Quarterly report on Form 10-Q for the quarter ended July 1, 2006 (File No. 0-25121) |
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10.11 | | Select Comfort Corporation 1990 Omnibus Stock Option Plan, as amended and restated | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Quarterly Report on Form 10-Q for the quarter ended October 2, 1999 (File No. 0-25121) |
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10.12 | | Select Comfort Corporation 1997 Stock Incentive Plan, as amended and restated | | Incorporated by reference to Exhibit 10.8 contained in Select Comfort’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File No. 0-25121) |
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10.13 | | Form of Incentive Stock Option Agreement under the 1990 and 1997 Stock Plans | | Incorporated by reference to Exhibit 10.16 contained in the Company’s Registration Statement on Form S-1, as amended (Reg. No. 333-62793) |
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10.14 | | Form of Performance Based Stock Option Agreement under the 1990 and 1997 Stock Plans | | Incorporated by reference to Exhibit 10.17 contained in Select Comfort’s Registration Statement on Form S-1, as amended (Reg. No. 333-62793) |
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10.15 | | Select Comfort Corporation 2004 Stock Incentive Plan (Amended and Restated as of January 1, 2007) | | Incorporated by reference to Exhibit 10.16 contained in Select Comfort’s Annual Report on Form 10-K for the fiscal year ended December 30, 2006 (File No. 0-25121) |
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10.16 | | Form of Nonstatutory Stock Option Award Agreement under the Select Comfort Corporation 2004 Stock Incentive Plan | | Incorporated by reference to Exhibit 10.28 contained in Select Comfort’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 0-25121) |
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| | | | |
Exhibit
No. | | Description | | Method Of Filing |
| | | | |
10.17 | | Form of Restricted Stock Award Agreement under the Select Comfort Corporation 2004 Stock Incentive Plan | | Incorporated by reference to Exhibit 10.29 contained in Select Comfort’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 0-25121) |
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10.18 | | Form of Performance Stock Award Agreement under the Select Comfort Corporation 2004 Stock Incentive Plan | | Incorporated by reference to Exhibit 10.30 contained in Select Comfort’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 0-25121) |
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10.19 | | Form of Nonstatutory Stock Option Award Agreement (Subject to Performance Adjustment) under the Select Comfort Corporation 2004 Stock Incentive Plan | | Incorporated by reference to Exhibit 10.20 contained in Select Comfort’s Annual Report on Form 10-K for the fiscal year ended December 30, 2006 (File No. 0-25121) |
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10.20 | | Select Comfort Profit Sharing and 401(K) Plan – 2007 Restatement | | Incorporated by reference to Exhibit 10.22 contained in Select Comfort’s Annual Report on Form 10-K for the fiscal year ended December 30, 2006 (File No. 0-25121) |
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10.21 | | Select Comfort Executive Investment Plan, as Amended and Restated October 29, 2008 | | Filed herewith. |
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10.22 | | Select Comfort Executive and Key Employee Incentive Plan | | Incorporated by reference to Exhibit 10.22 contained in Select Comfort’s Annual Report on Form 10-K for the fiscal year ended December 30, 2000 (File No. 0-25121) |
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10.23 | | Employment Letter from the Company to William R. McLaughlin dated March 3, 2000 | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2000 (File No. 0-25121) |
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10.24 | | Employment Letter from the Company to William R. McLaughlin dated March 2, 2006 | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Current Report on Form 8-K filed March 6, 2006 (File No. 0-25121) |
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10.25 | | Letter Agreement between William R. McLaughlin and Select Comfort Corporation dated as of February 21, 2008 | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Current Report on Form 8-K filed February 27, 2008 (File No. 0-25121) |
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10.26 | | Amended and Restated Non-Statutory Stock Option Agreement between Select Comfort Corporation and William R. McLaughlin dated as of April 22, 2008 | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Current Report on Form 8-K filed April 24, 2008 (File No. 0-25121) |
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10.27 | | Separation Agreement between the Company and Catherine B. Hall dated October 22, 2008 | | Filed herewith. |
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| | | | |
Exhibit
No. | | Description | | Method Of Filing |
| | | | |
10.28 | | Employment Letter from the Company to Kathryn V. Roedel dated March 8, 2005 | | Incorporated by reference to Exhibit 10.17 contained in Select Comfort’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 0-25121) |
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10.29 | | Employment Letter from the Company to Wendy L. Schoppert dated March 15, 2005 | | Incorporated by reference to Exhibit 10.18 contained in Select Comfort’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 0-25121) |
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10.30 | | Employment Letter from the Company to Mark A. Kimball dated April 22, 1999 | | Incorporated by reference to Exhibit 10.25 contained in Select Comfort’s Annual Report on Form 10-K for the fiscal year ended January 1, 2000 (File No. 0-25121) |
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10.31 | | Summary of Executive Health Program | | Incorporated by reference to Exhibit 10.36 contained in Select Comfort’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 0-25121) |
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10.32 | | Summary of Executive Tax and Financial Planning Program | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Current Report on Form 8-K filed January 3, 2005 (File No. 0-25121) |
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10.33 | | Amended and Restated Select Comfort Corporation Executive Severance Pay Plan, dated as of August 21, 2008 | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Current Report on Form 8-K filed August 21, 2008 (File No. 0-25121) |
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10.34 | | First Amendment to Amended and Restated Select Comfort Corporation Executive Severance Pay Plan | | Filed herewith |
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10.35 | | Summary of Non-Employee Director Compensation | | Incorporated by reference to Exhibit 10.32 contained in Select Comfort’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 0-25121) |
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10.36 | | Amended and Restated Select Comfort Corporation Non-Employee Director Equity Plan | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Current Report on Form 8-K filed May 1, 2006 (File No. 0-25121) |
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10.37 | | Supply Agreement dated October 3, 2006 between the Company and Supplier (1) | | Incorporated by reference to Exhibit 10.39 contained in Select Comfort’s Annual Report on Form 10-K for the fiscal year ended December 30, 2006 (File No. 0-25121) |
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| | | | |
Exhibit
No. | | Description | | Method Of Filing |
| | | | |
10.38 | | Amended and Restated Private Label Consumer Credit Card Program Agreement dated as of December 14, 2005 between GE Money Bank and Select Comfort Corporation and Select Comfort Retail Corporation (1) | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Current Report on Form 8-K filed December 20, 2005 (File No. 0-25121) |
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10.39 | | First Amendment to Amended and Restated Private Label Consumer Credit Card Program Agreement dated as of April 23, 2007 between GE Money Bank and Select Comfort Corporation and Select Comfort Retail Corporation | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Current Report on Form 8-K filed April 27, 2007 (File No. 0-25121) |
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10.40 | | Second Amendment to Amended and Restated Private Label Consumer Credit Card Program Agreement dated as of February 1, 2008 between GE Money Bank and Select Comfort Corporation and Select Comfort Retail Corporation | | Incorporated by reference to Exhibit 10.3 contained in Select Comfort’s Current Report on Form 8-K filed February 7, 2008 (File No. 0-25121) |
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10.41 | | Amended and Restated Exclusive Supplier Agreement between Radisson Hotels International, Inc. and Select Comfort Corporation(1) | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 0-25121) |
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10.42 | | Credit Agreement dated as of June 9, 2006 among Select Comfort Corporation, the subsidiary borrowers from time to time party thereto, JPMorgan Chase Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent and JPMorgan Chase Bank, National Association, Bank of America, N.A., Citicorp USA, Inc., Wells Fargo Bank, National Association and Branch Banking and Trust Co., as Lenders | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Current Report on Form 8-K filed June 14, 2006 (File No. 0-25121) |
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10.43 | | Amendment No. 1 to Credit Agreement dated as of June 28, 2007 among Select Comfort Corporation, the subsidiary borrowers from time to time party thereto, JPMorgan Chase Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent and JPMorgan Chase Bank, National Association, Bank of America, N.A., Citicorp USA, Inc., Wells Fargo Bank, National Association and Branch Banking and Trust Co., as Lenders | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Current Report on Form 8-K filed February 7, 2008 (File No. 0-25121) |
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10.44 | | Amendment No. 2 to Credit Agreement dated as of February 1, 2008 among Select Comfort Corporation, the subsidiary borrowers from time to time party thereto, JPMorgan Chase Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent and JPMorgan Chase Bank, National Association, Bank of America, N.A., Citicorp USA, Inc., Wells Fargo Bank, National Association and Branch Banking and Trust Co., as Lenders | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Current Report on Form 8-K filed February 7, 2008 (File No. 0-25121) |
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| | | | |
Exhibit
No. | | Description | | Method Of Filing |
| | | | |
10.45 | | Amendment No. 3 to Credit Agreement dated as of May 30, 2008 among Select Comfort Corporation, the subsidiary borrowers from time to time party thereto, JPMorgan Chase Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent and JPMorgan Chase Bank, National Association, Bank of America, N.A., Citicorp USA, Inc., Wells Fargo Bank, National Association and Branch Banking and Trust Co., as Lenders | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Current Report on Form 8-K filed June 2, 2008 (File No. 0-25121) |
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10.46 | | Amendment No. 4 to Credit Agreement dated as of December 2, 2008 among Select Comfort Corporation, the subsidiary borrowers from time to time party thereto, JPMorgan Chase Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent and JPMorgan Chase Bank, National Association, Bank of America, N.A., Citicorp USA, Inc., Wells Fargo Bank, National Association and Branch Banking and Trust Co., as Lenders | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Current Report on Form 8-K filed December 8, 2008 (File No. 0-25121) |
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10.47 | | Amendment No. 5 to Credit Agreement dated as of January 2, 2009 among Select Comfort Corporation, the subsidiary borrowers from time to time party thereto, JPMorgan Chase Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent and JPMorgan Chase Bank, National Association, Bank of America, N.A., Citicorp USA, Inc., Wells Fargo Bank, National Association and Branch Banking and Trust Co., as Lenders | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Current Report on Form 8-K filed January 8, 2009 (File No. 0-25121) |
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10.48 | | Amendment No. 6 to Credit Agreement dated as of January 15, 2009 among Select Comfort Corporation, the subsidiary borrowers from time to time party thereto, JPMorgan Chase Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent and JPMorgan Chase Bank, National Association, Bank of America, N.A., Citicorp USA, Inc., Wells Fargo Bank, National Association and Branch Banking and Trust Co., as Lenders | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Current Report on Form 8-K filed January 22, 2009 (File No. 0-25121) |
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10.49 | | Amendment No. 7 to Credit Agreement dated as of January 31, 2009 among Select Comfort Corporation, the subsidiary borrowers from time to time party thereto, JPMorgan Chase Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent and JPMorgan Chase Bank, National Association, Bank of America, N.A., Citicorp USA, Inc., Wells Fargo Bank, National Association and Branch Banking and Trust Co., as Lenders | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Current Report on Form 8-K filed February 5, 2009 (File No. 0-25121) |
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10.50 | | Amendment No. 8 to Credit Agreement dated as of February 28, 2009 among Select Comfort Corporation, the subsidiary borrowers from time to time party thereto, JPMorgan Chase Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent and JPMorgan Chase Bank, National Association, Bank of America, N.A., Citicorp USA, Inc., Wells Fargo Bank, National Association and Branch Banking and Trust Co., as Lenders | | Incorporated by reference to Exhibit 10.1 contained in Select Comfort’s Current Report on Form 8-K filed March 2, 2009 (File No. 0-25121) |
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| | | | |
Exhibit
No. | | Description | | Method Of Filing |
| | | | |
21.1 | | Subsidiaries of the Company | | Filed herewith |
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23.1 | | Consent of Independent Registered Public Accounting Firm | | Filed herewith |
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24.1 | | Power of Attorney | | Included on signature page |
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31.1 | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
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31.2 | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
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32.1 | | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
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32.2 | | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
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|
(1) | Confidential treatment has been granted by the Securities and Exchange Commission with respect to designated portions contained within document. Such portions have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended. |
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SELECT COMFORT CORPORATION AND SUBSIDIARIES
Schedule II – Valuation and Qualifying Accounts
(in thousands)
| | | | | | | | | | | | | |
Description | | Balance at
Beginning
of Period | | Additions
Charged to
Costs and
Expenses | | Deductions
From Reserves | | Balance at End
of Period | |
Allowance for doubtful accounts | | | | | | | | | | | | | |
2008 | | $ | 876 | | $ | 814 | | $ | 977 | | | 713 | |
2007 | | | 529 | | | 1,035 | | | 688 | | $ | 876 | |
2006 | | | 552 | | | 676 | | | 699 | | | 529 | |
| | | | | | | | | | | | | |
Accrued sales returns | | | | | | | | | | | | | |
2008 | | $ | 3,751 | | $ | 34,410 | | $ | 35,417 | | $ | 2,744 | |
2007 | | | 3,907 | | | 43,716 | | | 43,872 | | | 3,751 | |
2006 | | | 5,403 | | | 42,508 | | | 44,004 | | | 3,907 | |
80
