UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JULY 15, 2003
SELECT COMFORT CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 0-25121 41-1597886
(State of Incorporation) (Commission File (IRS Employer
Number) Identification No.)
6105 TRENTON LANE NORTH
MINNEAPOLIS, MINNESOTA 55442
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (763) 551-7000
<Page>
ITEM 9. REGULATION FD DISCLOSURE. The information contained in this report is
being provided under Items 9 and 12 of Form 8-K.
FOR IMMEDIATE RELEASE CONTACT: Mark Kimball (763) 551-7070
Select Comfort Corporation
MARK.KIMBALL@SELECTCOMFORT.COM
SELECT COMFORT REPORTS
STRONG SECOND QUARTER PROFIT GROWTH
COMPANY REPORTS NET INCOME OF $4.8 MILLION AND EARNINGS PER SHARE OF $0.12
MINNEAPOLIS, MINN. (July 15, 2003) - Select Comfort Corporation (NASDAQ: SCSS),
the nation's leading bed retailer and creator of the Sleep Number(R) bed, today
announced results for the second quarter ended June 28, 2003. The company
reported its eighth consecutive quarterly profit with net income of $4.8
million, or $0.12 per fully diluted share. This compares to pro forma, after-tax
net income of $0.05 per share in the second quarter of 2002. Second quarter 2003
net sales were $102 million, 32 percent higher than second quarter 2002 net
sales of $77.3 million.
"We had an extraordinary quarter," said Bill McLaughlin, president and
chief executive officer. "Our marketing and sales teams generated 34 percent
comparable store growth, while lapping strong sales gains from a year ago. We
have relatively low store density and low awareness of our superior product and
brand - even in our heavier advertising markets - making us confident of our
ability to sustain profitable future growth. We will continue to expand our
marketing investment to introduce more consumers to the benefits of our beds,
and we'll continue to open new stores to leverage that awareness."
A comparison of key operating results for the second quarters of 2003 and
2002 is as follows (in millions, except per-share amounts):
Q2 2003 Q2 2002
------- -------
Net sales $102.0 $77.3
Net sales growth 32% 23%
Operating income $ 7.6 $ 3.0
Net income $ 4.8 $ 2.6(1)
Pro forma, after-tax net income NA $ 1.6
Earnings per diluted share $ 0.12 $ 0.08(1)
Pro forma earnings per diluted share NA $ 0.05
Comparable store sales + 34% + 21%
2
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(1) Excludes income tax in 2002 as GAAP did not allow the company to reduce its
earnings for income tax expense in 2002. See full reconciliation to pro forma
results at the end of this release.
HIGHLIGHTS FROM Q2 AND PLANS FOR Q3
o Increase brand and product awareness as a strategic priority
- Advertising investment increased 40 percent in the second quarter,
while total marketing expense was virtually flat, increasing only 0.5
percentage points as a percent of sales.
- Advertising investment is planned to increase by at least 30 percent
versus 2002 in the second half of the year, up 35 percent in the third
quarter.
- National advertising increased by 36 percent in second quarter versus
prior year and now represents 51 percent of total advertising
spending.
- New national television advertising featuring actress Lindsay Wagner
became a key element in the Sleep Number(R) campaign in the second
quarter. Additional television and radio spots and new print ads will
be added in the third quarter.
- Local markets with supplemental Sleep Number(R) advertising continued
to sustain strong sales growth in the second quarter. In the third
quarter, the campaign will be introduced in the Boston market, and the
company plans to complete the national expansion of its local-market
radio personality advertising program.
o Expand profitable distribution
- Ten new Select Comfort stores were opened in the second quarter.
Fifteen new stores are planned to open in the second half of the year,
including three in the Boston area. Four stores are planned to close
in the second half.
- A total of 89 stores were remodeled in the first half of 2003, with 10
additional remodels planned for the third quarter.
- The national retail rollout of home delivery and assembly service was
completed in the second quarter.
o Provide continuous product news and improvements
- The national retail rollout of the Precision Comfort(TM) adjustable
foundation was completed in the second quarter with the introduction
of this product in 70 additional stores.
- Second-quarter results reflected continued strong sales mix driven by
comprehensive product enhancement introductions in 2002.
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<Page>
- Developed new bed models for QVC and selected retail partners in the
second quarter.
- Product development will continue in the second half for 2004 models.
o Strengthen financial position
- Increased cash and marketable securities position to $49 million in
the second quarter.
- Continued leverage of fixed cost structure in the second quarter,
reducing selling expense as a percentage of sales by 2.7 percentage
points and reducing general and administrative expense as a percentage
of sales by 1.4 percentage points.
- Transitioned customer credit program to GE Capital following its
acquisition of Conseco Finance consumer credit programs.
- Established $15 million line of credit with Bank of America to provide
flexibility in cash management.
GUIDANCE
For 2003, the company is updating guidance of net sales to $429 million -
$438 million and earnings per diluted share to $0.56 - $0.63, compared to $0.37
pro forma earnings per diluted share in 2002. Performance ranges for the
remainder of 2003 are estimated to be:
<Table>
Q3 Q4 2003
-- -- ----
Net sales (millions) $105 -- $109 $120 -- $125 $429 -- $438
Earnings per diluted share $0.13 -- $0.15 $0.20 -- $.24 $0.56 -- $0.63
Pro forma earnings per
diluted share - 2002 $0.10 $0.15 $0.37
Same store sales 20% to 24% 16% to 21%(2) 25% - 28%(2)
Stores open at end of period 343 343 343
Estimated fully diluted shares
(millions) 39.5 40.0 39.3
</Table>
(2) 2003 is a 53-week year. Same-store sales are presented on a 52-week
equivalent basis.
The company's net income and earnings per share under Generally Accepted
Accounting Principles (GAAP) for 2003 are being compared to 2002 net income and
earnings per share on a pro forma, after-tax basis to improve comparability
between the periods. GAAP did not allow the company to reduce its earnings for
income tax expense in 2002, while 2003 results reflect a
4
<Page>
reduction in earnings for income taxes. A full reconciliation between the
company's 2002 GAAP and pro forma net income and earnings per share can be found
at the end of this release.
Select Comfort will hold a conference call to discuss its second quarter
results on July 15, 2003, at 10:00 a.m. Central Time. A simultaneous webcast of
the call will be available in the Investor Relations section of
www.selectcomfort.com. A digital replay of the conference call will be
accessible beginning at approximately 1:00 p.m. Central Time on July 15, 2003,
through 5:00 p.m. Central Time on July 29, 2003. To access the replay, please
call 800-642-1687 from anywhere in the U. S. International callers may dial
706-645-9291. The passcode for the replay is 1596403. An archived replay of the
conference call may also be accessed after approximately 12:30 p.m. Central Time
on July 15, 2003 at www.selectcomfort.com.
Founded in 1987, Select Comfort Corporation is the nation's leading bed
retailer(3), holding 26 U.S. issued or pending patents for its personalized
sleep products. The company designs, manufactures and markets a line of
adjustable-firmness mattresses featuring air-chamber technology, branded the
Sleep Number(R) bed, as well as foundations and sleep accessories. Select
Comfort's products are sold through its 334 retail stores located nationwide,
including 13 leased departments in Bed Bath & Beyond stores; through selected
bedding retailers; through its national direct marketing operations; and on the
Internet at www.selectcomfort.com.
###
Statements used in this press release that relate to future plans, events,
financial results or performance are forward-looking statements that are subject
to certain risks and uncertainties including, among others, such factors as
general and industry economic trends, uncertainties arising from war and other
global events, consumer confidence, effectiveness of our advertising and
promotional efforts, our ability to secure suitable retail locations, consumer
acceptance of our products and product innovation, industry competition,
warranty expenses, our dependence on significant suppliers, and the
vulnerability of any suppliers to recessionary pressures, labor negotiations,
liquidity concerns, and risks of increased governmental regulation or other
factors as well as the risk factors listed from time to time in the company's
filings with the SEC, including the company's Annual Report on Form 10-K and
other periodic reports filed with the SEC.
5
<Page>
The company has no obligation to publicly update or revise any of the
forward-looking statements that may be in this news release.
(3) TOP 25 BEDDING RETAILERS, FURNITURE TODAY, MAY 26, 2003
6
<Page>
SELECT COMFORT CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<Table>
THREE MONTHS ENDED SIX MONTHS ENDED
--------------------------------- ----------------------------------
JUNE 28, JUNE 29, JUNE 28, JUNE 29,
2003 2002 2003 2002
---------------- ---------------- ---------------- ----------------
Net sales $ 101,993 $ 77,281 $ 203,951 $ 158,476
Cost of sales 38,920 29,340 76,977 60,297
---------------- ---------------- ---------------- ----------------
Gross profit 63,073 47,941 126,974 98,179
---------------- ---------------- ---------------- ----------------
Operating expenses:
Sales and marketing 46,284 36,774 95,201 76,382
General and administrative 9,209 8,026 17,510 15,235
Store closings and asset impairments (15) 157 59 209
---------------- ---------------- ---------------- ----------------
Total operating expenses 55,478 44,957 112,770 91,826
---------------- ---------------- ---------------- ----------------
Operating income 7,595 2,984 14,204 6,353
---------------- ---------------- ---------------- ----------------
Other income (expense):
Interest income 137 37 250 104
Interest expense (53) (537) (141) (1,123)
Other, net - 79 24 125
---------------- ---------------- ---------------- ----------------
Other income (expense), net 84 (421) 133 (894)
---------------- ---------------- ---------------- ----------------
Income before income taxes 7,679 2,563 14,337 5,459
Income tax expense (benefit) 2,918 - 5,448 (348)
---------------- ---------------- ---------------- ----------------
Net income $ 4,761 $ 2,563 $ 8,889 $ 5,807
================ ================ ================ ================
Net income per share - basic $ 0.15 $ 0.13 $ 0.28 $ 0.31
================ ================ ================ ================
Weighted average shares - basic 32,018 19,690 31,449 19,038
================ ================ ================ ================
Net income per share - diluted $ 0.12 $ 0.08 $ 0.23 $ 0.19
================ ================ ================ ================
Weighted average shares - diluted 38,778 34,415 38,492 33,848
================ ================ ================ ================
RECONCILIATION OF EPS INFORMATION:
Net income $ 4,761 $ 2,563 $ 8,889 $ 5,807
Add: Interest expense on convertible debt 27 254 81 563
---------------- ---------------- ---------------- ----------------
Net income available to common shareholders $ 4,788 $ 2,817 $ 8,970 $ 6,370
================ ================ ================ ================
Weighted average shares outstanding 32,018 19,690 31,449 19,038
Effect of dilutive securities:
Options 2,613 1,904 2,481 1,629
Warrants 3,787 2,964 4,019 2,752
Convertible debt 360 9,857 543 10,429
---------------- ---------------- ---------------- ----------------
Dilutive weighted average shares outstanding 38,778 34,415 38,492 33,848
================ ================ ================ ================
</Table>
7
<Page>
SELECT COMFORT CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<Table>
(UNAUDITED)
JUNE 28, DECEMBER 28,
2003 2002
----------------- -----------------
ASSETS
Current assets:
Cash and cash equivalents $ 32,702 $ 27,176
Marketable securities 14,654 12,146
Accounts receivable, net of allowance for doubtful accounts
of $375 and $340, respectively 6,170 3,270
Inventories 10,846 8,980
Prepaid expenses 5,043 5,467
Deferred tax assets 7,119 12,955
----------------- -----------------
Total current assets 76,534 69,994
Marketable securities - non-current 1,983 1,502
Property and equipment, net 34,093 28,977
Deferred tax assets 5,382 4,352
Other assets 3,499 3,506
----------------- -----------------
Total assets $ 121,491 $ 108,331
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ - $ 11
Accounts payable 20,655 16,508
Accruals:
Sales returns 3,355 3,181
Compensation and benefits 10,514 13,666
Taxes and withholding 2,546 2,779
Consumer prepayments 4,381 1,964
Other 5,624 5,120
----------------- -----------------
Total current liabilities 47,075 43,229
Long-term debt, less current maturities - 2,991
Accrued warranty costs 3,408 3,626
Other liabilities 3,911 3,970
----------------- -----------------
Total liabilities 54,394 53,816
----------------- -----------------
Shareholders' equity:
Undesignated preferred stock; 5,000,000 shares authorized, no
shares issued and outstanding - -
Common stock, $.01 par value; 95,000,000 shares authorized,
33,091,825 and 30,727,101 shares issued and outstanding,
respectively 331 307
Additional paid-in capital 96,718 92,184
Unearned compensation (865) -
Accumulated deficit (29,087) (37,976)
----------------- -----------------
Total shareholders' equity 67,097 54,515
----------------- -----------------
Total liabilities and shareholders' equity $ 121,491 $ 108,331
================= =================
</Table>
8
<Page>
SELECT COMFORT CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<Table>
SIX MONTHS ENDED
-------------------------------------
JUNE 28, JUNE 29,
2003 2002
------------------ ------------------
Cash flows from operating activities:
Net income $ 8,889 $ 5,807
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 5,185 4,368
Amortization of debt discount and deferred finance fees 130 416
Loss on disposal of assets and impaired assets 59 216
Deferred tax assets 4,806 -
Change in operating assets and liabilities:
Accounts receivable (2,900) (81)
Inventories (1,866) (2,881)
Prepaid expenses 424 (586)
Other assets (10) 1,264
Accounts payable 4,147 210
Accrued compensation and benefits (3,152) 1,613
Other accruals and liabilities 2,585 1,924
------------------ ------------------
Net cash provided by operating activities 18,297 12,270
------------------ ------------------
Cash flows from investing activities:
Purchases of property and equipment (10,313) (2,916)
Investments in marketable securities (17,706) (12,596)
Proceeds from maturity of marketable securities 14,717 1,957
------------------ ------------------
Net cash used in investing activities (13,302) (13,555)
------------------ ------------------
Cash flows from financing activities:
Principal payments on debt (11) (20)
Repurchase of common stock (1,834) -
Proceeds from issuance of common stock 2,376 286
------------------ ------------------
Net cash provided by financing activities 531 266
------------------ ------------------
Increase (decrease) in cash and cash equivalents 5,526 (1,019)
Cash and cash equivalents, at beginning of period 27,176 16,375
------------------ ------------------
Cash and cash equivalents, at end of period $ 32,702 $ 15,356
================== ==================
</Table>
9
<Page>
SELECT COMFORT PRO FORMA NET INCOME RECONCILIATION
Reconciliation of the company's estimates of pro forma, after-tax net income,
and pro forma earnings per diluted share under Generally Accepted Accounting
Principles (GAAP) for the second, third and fourth quarters of 2002 and
full-year 2002 are as follows:
<Table>
THREE MONTHS ENDED FULL YEAR
----------------------------------------------- --------------
RECONCILIATION OF GAAP NET INCOME TO PRO
FORMA NET INCOME: 6/29/02 9/28/02 12/28/02 12/28/02
-------------- ------------- ------------- --------------
GAAP net income $2,563 $ 23,604 $7,711 $37,122
Effect of:
Income tax provision at
38% of income before tax (974) (2,171) (2,779) (7,024)
Charges from early repayment of debt - - 380 380
Restoration of deferred tax asset - (17,891) - (18,239)
-------------- ------------- ------------- --------------
Pro forma net income $1,589 $3,542 $5,312 $12,239
============== ============= ============= ==============
</Table>
<Table>
THREE MONTHS ENDED FULL YEAR
----------------------------------------------- --------------
RECONCILIATION OF GAAP EARNINGS PER
DILUTED SHARE TO PRO FORMA EARNINGS PER
DILUTED SHARE 6/29/02 9/28/02 12/28/02 12/28/02
-------------- ------------- ------------- --------------
GAAP diluted net income (loss) per share $ 0.08 $ 0.69 $ 0.21 $ 1.09
Effect of:
Income tax provision at
38% of income before tax $(0.03) $(0.07) $(0.08) (0.22)
Charges from early repayment of debt - - $ 0.02 0.02
Restoration of deferred tax asset - $(0.52) - (0.52)
-------------- ------------- ------------- --------------
Pro forma diluted net income per share $ 0.05 $ 0.10 $ 0.15 $ 0.37
============== ============= ============= ==============
</Table>
10
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SELECT COMFORT CORPORATION
(Registrant)
Dated: July 15, 2003 By: /S/ MARK A. KIMBALL
---------------------------------
Title: SENIOR VICE PRESIDENT
------------------------------