8-K

Sleep Number Corp (SNBR)

8-K 2020-10-14 For: 2020-10-14
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Added on April 07, 2026

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):  October 14, 2020

snbr-20201014_g1.jpg

SLEEP NUMBER CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction of incorporation or organization)

000-25121 41-1597886
(Commission File No.) (IRS Employer Identification No.)

1001 Third Avenue South, Minneapolis, MN  55404

(Address of principal executive offices) (Zip Code)

(763) 551-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br>Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share SNBR Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On October 14, 2020, Sleep Number Corporation issued a press release announcing results for the fiscal third quarter ended September 26, 2020. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 7.01. REGULATION FD DISCLOSURE

As of March 23, 2020, the Company withdrew all of its fiscal 2020 financial guidance and suspended all share repurchases due to the uncertainty surrounding the impact of COVID-19. The Company is now issuing updated financial guidance and intends to resume share repurchases under the Board-approved share repurchase program as set forth in the press release attached hereto as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits.

Exhibit No. Description of Exhibit
99.1 Press Release datedOctober 14, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SLEEP NUMBER CORPORATION
(Registrant)
Dated:  October 14, 2020 By: /s/ Samuel R. Hellfeld
Name: Samuel R. Hellfeld
Title: Senior Vice President, Chief Legal and Risk Officer

Document

Exhibit 99.1

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FOR IMMEDIATE RELEASE

SLEEP NUMBER ANNOUNCES RECORD THIRD QUARTER 2020 RESULTS

•Third quarter net sales grew 12% to a record $531 million, with demand growth of 16%

•Third quarter operating income grew 78% and diluted EPS grew 90% to a record $1.79

•Generated a 51% increase in year-to-date operating cash flows, and a trailing twelve-months ROIC of 20.8%

•Provides 2020 earnings outlook of approximately $4.00 per diluted share, a 48% increase versus full-year 2019 earnings per diluted share of $2.70, on estimated net sales growth of 7% to 8%

MINNEAPOLIS – (October 14, 2020) – Sleep Number Corporation (Nasdaq: SNBR) today reported results for the quarter ended September 26, 2020.

"Our exceptional third quarter performance reflects the ongoing relevance of our life-changing 360^®^ smart beds as consumers deepen their understanding of the importance of quality sleep to their overall health and wellness,” said Shelly Ibach, President and CEO. “For the third consecutive year, since transitioning to our smart beds, our Q3 results reflect double-digit demand growth. We again demonstrated the resilience of our vertical business model through our top and bottom-line performance and a trailing twelve months ROIC of nearly 21%. I am thankful for our team's amazing dedication to our mission, their ingenuity and how they keep each other safe, healthy and happy. Driven by our purpose, we are accelerating our strategic initiatives, strengthening our competitive advantages and creating meaningful value for our customers, team, business partners and shareholders.”

Third Quarter Overview

•Net sales increased 12% to $531 million, including an 11% comparable sales gain; online and phone sales were up 111% versus the prior year and represented 14% of net sales

•Gross profit rate increased 70 basis points (bp) to 63.1% of net sales compared with 62.4% for the same period last year

•Operating income increased 78% to $70 million, or 13.1% of net sales, up 490 bp versus the prior year’s third quarter

•Earnings per diluted share increased 90% to $1.79, compared with $0.94 for the prior year

Cash Flows and Liquidity Review

•Generated $287 million in net cash from operating activities for the first nine months of 2020, up 51% versus last year, with year-to-date operating free cash flows of $259 million, up 81% versus prior year

•Invested $28 million in year-to-date capital expenditures compared to $47 million for the prior year period

•Return on invested capital (ROIC) of 20.8% for the trailing twelve-month period, up 240 bp versus the prior year comparable period

•Cash and liquidity available under our credit facility, before letters of credit, was $418 million at the end of the third quarter, up $180 million from the same period last year; repaid $75 million, 364-day term loan six months early and removed related LIBOR floor and share repurchase restriction

•Leverage ratio was 1.9x EBITDAR at the end of the third quarter, compared with 2.6x for the same period last year

Financial Outlook

The company expects to generate full-year 2020 earnings per diluted share of approximately $4.00, which would represent a 48% increase versus full-year 2019 earnings per diluted share of $2.70. The outlook assumes 7% to 8% net sales growth for 2020, including an estimated two percentage points of growth and approximately 25 cents per share from the 53^rd^ week. The company also intends to resume share repurchases in the fourth quarter and to operate, over time, with leverage of 2.5x to 3.0x EBITDAR, with seasonal fluctuations expected.

Sleep Number Announces Third-quarter 2020 Results - Page 2 of 9

Conference Call Information

Management will host its regularly scheduled conference call to discuss the company’s results at 5 p.m. EDT (4 p.m. CDT; 2 p.m. PDT) today. To access the webcast, please visit the investor relations area of the Sleep Number website at https://ir.sleepnumber.com. The webcast replay will remain available for approximately 60 days.

About Sleep Number Corporation

Individuality is core to Sleep Number. Our purpose driven company is comprised of more than 4,300 passionate team members who are dedicated to our mission of improving lives by individualizing sleep experiences. Our 360^®^ smart beds provide each sleeper with adjustable, personalized comfort for proven quality sleep. We have improved nearly 13 million lives as we strive to improve society’s wellbeing through higher quality sleep.

Sleep science and data are the foundation of our innovations. Our award-winning 360^®^ smart beds benefit from our proprietary SleepIQ^®^ technology - learning from nearly 8 billion hours of highly accurate sleep data - to provide effortless comfort and individualized sleep health insights, including your daily SleepIQ^®^ score.

For life-changing sleep, visit SleepNumber.com or one of our 600 Sleep Number^®^ stores. More information is available on our newsroom and investor relations sites.

Forward-looking Statements

Statements used in this news release relating to future plans, events, financial results or performance are forward-looking statements subject to certain risks and uncertainties including, among others, such factors as current and future general and industry economic trends and consumer confidence; risks inherent in outbreaks of pandemics or contagious diseases; the effectiveness of our marketing messages; the efficiency of our advertising and promotional efforts; our ability to execute our company-controlled distribution strategy; our ability to achieve and maintain acceptable levels of product and service quality, and acceptable product return and warranty claims rates; our ability to continue to improve and expand our product line; consumer acceptance of our products, product quality, innovation and brand image; industry competition, the emergence of additional competitive products, and the adequacy of our intellectual property rights to protect our products and brand from competitive or infringing activities; claims that our products, processes, advertising, or trademarks infringe the intellectual property rights of others; availability of attractive and cost-effective consumer credit options; pending and unforeseen litigation and the potential for adverse publicity associated with litigation; our manufacturing processes with minimal levels of inventory, which may leave us vulnerable to shortages in supply; our dependence on significant suppliers and third parties and our ability to maintain relationships with key suppliers or third-parties, including several sole-source suppliers or providers of services; rising commodity costs and other inflationary pressures; risks inherent in global sourcing activities, including tariffs, pandemics, strikes, and the potential for shortages in supply; risks of disruption in the operation of our main manufacturing facilities or assembly distribution facilities; increasing government regulation; the adequacy of our and third-party information systems to meet the evolving needs of our business and existing and evolving risks and regulatory standards applicable to data privacy and security; the costs and potential disruptions to our business related to upgrading our management information systems; the vulnerability of our and third-party information systems to attacks by hackers or other cyber threats that could compromise the security of our systems, result in a data breach or disrupt our business; and our ability to attract, retain and motivate qualified management, executive and other key team members, including qualified retail sales professionals and managers. Additional information concerning these and other risks and uncertainties is contained in the company’s filings with the Securities and Exchange Commission (SEC), including the Annual Report on Form 10-K, and other periodic reports filed with the SEC. The company has no obligation to publicly update or revise any of the forward-looking statements in this news release.

#

Investor Contact: Dave Schwantes; (763) 551-7498; investorrelations@sleepnumber.com

Media Contact: Julie Elepano; (414) 732-9840; julie.elepano@sleepnumber.com

Sleep Number Announces Third-quarter 2020 Results - Page 3 of 9

SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Consolidated Statements of Operations

(unaudited – in thousands, except per share amounts)

Three Months Ended
September 26,<br>2020 % of<br>Net Sales September 28,<br>2019 % of<br>Net Sales
Net sales $ 531,155 100.0 % $ 474,778 100.0 %
Cost of sales 196,195 36.9 % 178,388 37.6 %
Gross profit 334,960 63.1 % 296,390 62.4 %
Operating expenses:
Sales and marketing 211,574 39.8 % 213,133 44.9 %
General and administrative 44,127 8.3 % 35,098 7.4 %
Research and development 9,644 1.8 % 9,007 1.9 %
Total operating expenses 265,345 50.0 % 257,238 54.2 %
Operating income 69,615 13.1 % 39,152 8.2 %
Interest expense, net 1,827 0.3 % 3,131 0.7 %
Income before income taxes 67,788 12.8 % 36,021 7.6 %
Income tax expense 16,468 3.1 % 7,967 1.7 %
Net income $ 51,320 9.7 % $ 28,054 5.9 %
Net income per share – basic $ 1.83 $ 0.96
Net income per share – diluted $ 1.79 $ 0.94
Reconciliation of weighted-average shares outstanding:
Basic weighted-average shares outstanding 27,973 29,085
Dilutive effect of stock-based awards 661 711
Diluted weighted-average shares outstanding 28,634 29,796

Sleep Number Announces Third-quarter 2020 Results - Page 4 of 9

SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Consolidated Statements of Operations

(unaudited – in thousands, except per share amounts)

Nine Months Ended
September 26,<br>2020 % of<br>Net Sales September 28,<br>2019 % of<br>Net Sales
Net sales $ 1,288,659 100.0 % $ 1,257,186 100.0 %
Cost of sales 488,558 37.9 % 481,377 38.3 %
Gross profit 800,101 62.1 % 775,809 61.7 %
Operating expenses:
Sales and marketing 549,483 42.6 % 568,799 45.2 %
General and administrative 111,915 8.7 % 102,466 8.2 %
Research and development 28,399 2.2 % 25,440 2.0 %
Total operating expenses 689,797 53.5 % 696,705 55.4 %
Operating income 110,304 8.6 % 79,104 6.3 %
Interest expense, net 8,111 0.6 % 8,968 0.7 %
Income before income taxes 102,193 7.9 % 70,136 5.6 %
Income tax expense 24,363 1.9 % 12,384 1.0 %
Net income $ 77,830 6.0 % $ 57,752 4.6 %
Net income per share – basic $ 2.79 $ 1.93
Net income per share – diluted $ 2.73 $ 1.88
Reconciliation of weighted-average shares outstanding:
Basic weighted-average shares outstanding 27,918 29,859
Dilutive effect of stock-based awards 642 829
Diluted weighted-average shares outstanding 28,560 30,688

Sleep Number Announces Third-quarter 2020 Results - Page 5 of 9

SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Consolidated Balance Sheets

(unaudited - in thousands, except per share amounts)

subject to reclassification

September 26,<br>2020 December 28,<br>2019
Assets
Current assets:
Cash and cash equivalents $ 1,365 $ 1,593
Accounts receivable, net of allowance for doubtful accounts of $823 and<br>  $898, respectively 32,688 19,978
Inventories 83,258 87,065
Prepaid expenses 10,923 15,335
Other current assets 36,127 36,397
Total current assets 164,361 160,368
Non-current assets:
Property and equipment, net 178,482 197,421
Operating lease right-of-use assets 311,179 327,017
Goodwill and intangible assets, net 73,508 73,226
Other non-current assets 52,587 48,011
Total assets $ 780,117 $ 806,043
Liabilities and Shareholders’ Deficit
Current liabilities:
Borrowings under credit facility $ 33,500 $ 231,000
Accounts payable 167,139 134,594
Customer prepayments 75,043 34,248
Accrued sales returns 24,085 19,809
Compensation and benefits 61,751 40,321
Taxes and withholding 32,030 22,171
Operating lease liabilities 60,561 59,561
Other current liabilities 58,449 53,070
Total current liabilities 512,558 594,774
Non-current liabilities:
Deferred income taxes 7,037 3,808
Operating lease liabilities 281,733 298,090
Other non-current liabilities 81,616 68,802
Total non-current liabilities 370,386 370,700
Total liabilities 882,944 965,474
Shareholders’ deficit:
Undesignated preferred stock; 5,000 shares authorized, no shares issued<br><br>and outstanding
Common stock, $0.01 par value; 142,500 shares authorized, 27,757 and<br>    27,961 shares issued and outstanding, respectively 278 280
Additional paid-in capital 14,390
Accumulated deficit (117,495) (159,711)
Total shareholders’ deficit (102,827) (159,431)
Total liabilities and shareholders’ deficit $ 780,117 $ 806,043

Sleep Number Announces Third-quarter 2020 Results - Page 6 of 9

SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited – in thousands)

subject to reclassification

Nine Months Ended
September 26,<br>2020 September 28,<br>2019
Cash flows from operating activities:
Net income $ 77,830 $ 57,752
Adjustments to reconcile net income to net cash provided by<br><br>operating activities:
Depreciation and amortization 46,244 46,267
Stock-based compensation 15,554 12,034
Net loss (gain) on disposals and impairments of assets 208 (409)
Deferred income taxes 3,229 (895)
Changes in operating assets and liabilities:
Accounts receivable (12,710) (746)
Inventories 3,807 (1,626)
Income taxes 5,103 535
Prepaid expenses and other assets 3,666 (8,065)
Accounts payable 58,547 45,051
Customer prepayments 40,795 12,758
Accrued compensation and benefits 21,376 11,763
Other taxes and withholding 4,756 5,784
Other accruals and liabilities 18,877 9,629
Net cash provided by operating activities 287,282 189,832
Cash flows from investing activities:
Purchases of property and equipment (28,074) (46,757)
Proceeds from sales of property and equipment 53 2,577
Purchase of intangible assets (945)
Net cash used in investing activities (28,966) (44,180)
Cash flows from financing activities:
Net decrease in short-term borrowings (220,968) (11,270)
Repurchases of common stock (41,923) (139,178)
Proceeds from issuance of common stock 4,650 5,752
Debt issuance costs (303) (1,023)
Net cash used in financing activities (258,544) (145,719)
Net decrease in cash and cash equivalents (228) (67)
Cash and cash equivalents, at beginning of period 1,593 1,612
Cash and cash equivalents, at end of period $ 1,365 $ 1,545

Sleep Number Announces Third-quarter 2020 Results - Page 7 of 9

SLEEP NUMBER CORPORATION

AND SUBSIDIARIES

Supplemental Financial Information

(unaudited)

Three Months Ended Nine Months Ended
September 26,<br>2020 September 28,<br>2019 September 26,<br>2020 September 28,<br>2019
Percent of sales:
Retail 86.0 % 92.2 % 85.2 % 92.1 %
Online and phone 13.7 % 7.3 % 14.5 % 7.2 %
Wholesale/other 0.3 % 0.5 % 0.3 % 0.7 %
Total Company 100.0 % 100.0 % 100.0 % 100.0 %
Sales change rates:
Retail comparable-store sales 2 % 9 % (8 %) 7 %
Online and phone 111 % 20 % 109 % 10 %
Total Retail comparable sales change 11 % 10 % 1 % 8 %
Net opened/closed stores 1 % 4 % 2 % 5 %
Total Retail 12 % 14 % 3 % 13 %
Wholesale/other (28 %) 8 % (60 %) (17 %)
Total Company 12 % 14 % 3 % 12 %
Stores open:
Beginning of period 598 594 611 579
Opened 6 15 20 47
Closed (8) (7) (35) (24)
End of period 596 602 596 602
Other metrics:
Average sales per store ($ in 000's) ^1^ $ 2,920 $ 2,858
Average sales per square foot ^1^ $ 1,012 $ 1,029
Stores > $2 million net sales ^2^ 64 % 70 %
Stores > $3 million net sales ^2^ 26 % 28 %
Average revenue per mattress unit ^3^ $ 4,802 $ 4,788 $ 4,824 $ 4,837

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

^2^ Trailing twelve months for stores open at least one year (excludes online and phone sales).

^3^ Represents Total Retail net sales divided by Total Retail mattress units.

Sleep Number Announces Third-quarter 2020 Results - Page 8 of 9

SLEEP NUMBER CORPORATION AND SUBSIDIARIES

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

(in thousands)

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

Three Months Ended Trailing Twelve Months Ended
September 26,<br>2020 September 28,<br>2019 September 26,<br>2020 September 28,<br>2019
Net income $ 51,320 $ 28,054 $ 101,923 $ 84,742
Income tax expense 16,468 7,967 30,642 21,421
Interest expense 1,829 3,131 10,829 11,064
Depreciation and amortization 15,083 14,963 61,071 61,155
Stock-based compensation 8,470 4,146 20,177 13,348
Asset impairments 11 29 276 150
Adjusted EBITDA $ 93,181 $ 58,290 $ 224,918 $ 191,880

Free Cash Flow

(in thousands)

Three Months Ended Trailing Twelve Months Ended
September 26,<br>2020 September 28,<br>2019 September 26,<br>2020 September 28,<br>2019
Net cash provided by operating activities $ 200,281 $ 119,485 $ 286,610 $ 186,922
Subtract: Purchases of property and<br><br>equipment 6,379 12,861 40,556 58,260
Free cash flow $ 193,902 $ 106,624 $ 246,054 $ 128,662

Calculation of Net Leverage Ratio under Credit Facility

(in thousands)

Trailing Twelve Months Ended
September 26,<br>2020 September 28,<br>2019
Borrowings under credit facility $ 33,500 $ 213,700
Outstanding letters of credit 3,997 3,497
Finance lease obligations 677 783
Consolidated funded indebtedness $ 38,174 $ 217,980
Capitalized operating lease obligations ^1^ 546,850 514,921
Total debt including capitalized operating lease obligations (a) $ 585,024 $ 732,901
Adjusted EBITDA (see above) $ 224,918 $ 191,880
Consolidated rent expense 91,142 85,807
Consolidated EBITDAR (b) $ 316,060 $ 277,687
Net Leverage Ratio under credit facility (a divided by b) 1.9 to 1.0 2.6 to 1.0

^1^A multiple of six times annual rent expense is used as an estimate for capitalizing our operating lease obligations in accordance with our credit facility.

Note - Our Adjusted EBITDA and EBITDAR calculations, Free Cash Flow data and Calculation of Net Leverage Ratio under Credit Facility are considered non-GAAP financial measures and are not in accordance with, or preferable to, "as reported," or GAAP financial data. However, we are providing this information as we believe it facilitates analysis of the Company's financial performance by investors and financial analysts.

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

Sleep Number Announces Third-quarter 2020 Results - Page 9 of 9

SLEEP NUMBER CORPORATION AND SUBSIDIARIES

Calculation of Return on Invested Capital (ROIC)

(in thousands)

ROIC is a financial measure we use to determine how efficiently we deploy our capital. It quantifies the return we earn on our invested capital. Management believes ROIC is also a useful metric for investors and financial analysts. We compute ROIC as outlined below. Our definition and calculation of ROIC may not be comparable to similarly titled definitions and calculations used by other companies. The tables below reconcile net operating profit after taxes (NOPAT) and total invested capital, which are non-GAAP financial measures, to the comparable GAAP financial measures:

Trailing Twelve Months Ended
September 26,<br>2020 September 28,<br>2019
Net operating profit after taxes (NOPAT)
Operating income $ 143,295 $ 117,224
Add: Rent expense ^1^ 91,142 85,807
Add: Interest income 97 4
Less: Depreciation on capitalized operating leases ^2^ (23,700) (21,821)
Less: Income taxes ^3^ (50,584) (44,298)
NOPAT $ 160,250 $ 136,916
Average invested capital
Total deficit $ (102,827) $ (164,487)
Add: Long-term debt ^4^ 34,177 214,482
Add: Capitalized operating lease obligations ^5^ 729,136 686,456
Total invested capital at end of period $ 660,486 $ 736,451
Average invested capital ^6^ $ 770,197 $ 743,271
Return on invested capital (ROIC) ^7^ 20.8 % 18.4 %

^1^ Rent expense is added back to operating income to show the impact of owning versus leasing the related assets.

^2^ Depreciation is based on the average of the last five fiscal quarters' ending capitalized operating lease obligations (see note 5) for the respective reporting periods with an assumed thirty-year useful life. This life assumption is based on our long-term participation in given markets though specific retail location lease commitments are generally 5 to 10 years at inception. This is subtracted from operating income to illustrate the impact of owning versus leasing the related assets.

^3^ Reflects annual effective income tax rates, before discrete adjustments, of 24.0% and 24.4% for 2020 and 2019, respectively.

^4^ Long-term debt includes existing finance lease liabilities.

^5^ A multiple of eight times annual rent expense is used as an estimate for capitalizing our operating lease obligations. The methodology utilized aligns with the methodology of a nationally recognized credit rating agency.

^6^ Average invested capital represents the average of the last five fiscal quarters' ending invested capital balances.

^7^ ROIC equals NOPAT divided by average invested capital.

Note - Our ROIC calculation and data are considered non-GAAP financial measures and are not in accordance with, or preferable to, GAAP financial data. However, we are providing this information as we believe it facilitates analysis of the Company's financial performance by investors and financial analysts.

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