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Select Comfort 10-Q 2010 Table of Contents
 SELECT COMFORT CORPORATION
(Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code: (763) 551-7000
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by
check mark whether the Registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). As of July 3, 2010, 55,024,000 shares of the Registrant’s Common Stock were outstanding. SELECT COMFORT CORPORATION 2 SELECT COMFORT CORPORATION AND SUBSIDIARIES
See accompanying notes to condensed consolidated financial statements. 3 SELECT COMFORT CORPORATION AND SUBSIDIARIES
See accompanying notes to condensed consolidated financial statements. 4 SELECT COMFORT CORPORATION AND SUBSIDIARIES
See accompanying notes to condensed consolidated financial statements. 5 SELECT COMFORT CORPORATION AND SUBSIDIARIES
See accompanying notes to condensed consolidated financial statements. 6 SELECT COMFORT CORPORATION AND SUBSIDIARIES 1. Basis of Presentation We prepared the condensed consolidated financial statements as of and for the three and six months ended July 3, 2010 of Select Comfort Corporation and subsidiaries (“Select Comfort” or the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and they reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position as of July 3, 2010, and January 2, 2010 and the results of operations and cash flows for the periods presented. Our historical and quarterly results of operations may not be indicative of the results that may be achieved for the full year or any future period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with our most recent audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2010 and other recent filings with the SEC. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles 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, expenses and income taxes during the reporting period. Predicting future events is inherently an imprecise activity and, as such, requires the use of judgment. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates will be reflected in the financial statements in future periods. Our critical accounting policies consist of asset impairment charges, stock-based compensation, deferred income taxes, self-insured liabilities, warranty liabilities and revenue recognition. The consolidated financial statements include the accounts of Select Comfort Corporation and our subsidiaries. All significant intra-entity balances and transactions have been eliminated in consolidation. Fair Value Cash and cash equivalents – The carrying value approximates fair value due to the short maturity of these instruments. 2. Inventories Inventories consisted of the following (in thousands):
3. Debt Credit Agreement On March 26, 2010, we entered into a new credit agreement (“Credit Agreement”) with Wells Fargo Bank, National Association and terminated our prior credit agreement. The Credit Agreement provides a $20.0 million secured revolving credit facility for working capital and general corporate purposes, including up to $10.0 million available for issuances of letters of credit. Outstanding letters of credit reduce the amounts available under this credit facility. The Credit Agreement expires on July 1, 2012. The borrowings under the Credit Agreement will, at our request, be classified as either LIBOR Loans or ABR Loans (both as defined in the Credit Agreement). The rate of interest payable by us in respect of loans outstanding under the revolving credit facility is (i) with respect to LIBOR Loans, the Adjusted LIBO Rate (as defined in the Credit Agreement) for the interest period then in effect plus 3.00%, or (ii) with respect to ABR Loans, the Adjusted Base Rate (as defined in the Credit Agreement) then in effect plus 0.50%. We are subject to certain financial covenants under the Credit Agreement, including minimum fixed charge coverage ratios, maximum capital expenditure limits, minimum net worth requirements, and maintenance of an aggregate principal balance of zero under the Credit Agreement for a period of not less than 30 consecutive days in each fiscal year. The Credit Agreement is secured by a first priority security interest in our assets and those of our domestic subsidiaries. 7 SELECT COMFORT CORPORATION AND SUBSIDIARIES At July 3, 2010, $15.7 million was available under the Credit Agreement, we had no borrowings and we were in compliance with all financial covenants. At January 2, 2010, $35.5 million was available under the prior credit facility, we had no borrowings and we were in compliance with all financial covenants. As of July 3, 2010, and January 2, 2010, we had outstanding letters of credit of $4.3 million and $4.5 million, respectively. Capital Lease Obligations We had outstanding capital lease obligations of $0.4 million and $0.8 million at July 3, 2010, and January 2, 2010, respectively. At July 3, 2010, and January 2, 2010, $0.3 million and $0.5 million, respectively, were included in other current liabilities and $0.1 million and $0.3 million, respectively, were included in capital lease obligations in non-current liabilities in our condensed consolidated balance sheets. 4. Stock-Based Compensation and Employee Benefits Stock-Based Compensation We compensate officers, directors and key employees with stock-based compensation under three plans approved by our shareholders in 1997, 2004 and 2010 and administered under the supervision of our Board of Directors. Stock-based compensation awards are generally granted annually. We have awarded stock options and restricted stock, either of which can be performance based, under these plans. Stock-based compensation expense is determined based on the grant-date fair value and is recognized ratably over the vesting period of each grant, which is generally four years. Stock-based compensation expense for the three months ended July 3, 2010, and July 4, 2009, was $0.7 million and $0.8 million, respectively. Stock-based compensation expense for the six months ended July 3, 2010, and July 4, 2009, was $1.5 million and $1.8 million, respectively. Employee Benefits 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. During the three and six months ended July 3, 2010, our contributions, net of forfeitures, were $0.3 million and $0.3 million, respectively. There were no contributions during the first six months of 2009. 5. Other Expense, Net Other expense, net, consisted of the following (in thousands):
8 SELECT COMFORT CORPORATION AND SUBSIDIARIES 6. Income Taxes Income tax expense was $3.7 million and $8.4 million for the three and six months ended July 3, 2010, respectively, compared with $3.4 million and $4.6 million for the same period one year ago. The effective tax rates for the three and six months ended July 3, 2010 was 37.2% and 37.5%, respectively, compared with a negative 654.5% and 227.4% for the same periods one year ago. The effective tax rate for the three and six months ended July 4, 2009 reflected an increase in our deferred tax valuation allowance due to uncertainty regarding future taxable income. The uncertainty was resolved and the valuation allowance reversed in the fourth quarter of 2009. Unrecognized Tax Benefits We accrue for the effects of uncertain tax positions and the related potential penalties and interest. There were no material adjustments to our recorded liability for unrecognized tax benefits during the six months ended July 3, 2010. 7. Net Income (Loss) per Common Share The following computations reconcile net income (loss) per share – basic with net income (loss) per share – diluted (in thousands, except per share amounts):
We excluded potentially dilutive stock options totaling 2.5 million and 2.5 million for the three and six months ended July 3, 2010, respectively, and 5.0 million and 5.5 million for the three and six months ended July 4, 2009, respectively, from our diluted net income (loss) per share calculations because these securities’ exercise prices were greater than the average market price of our common shares. In addition, we excluded certain restricted stock shares and stock options from our diluted net loss per share calculations as their inclusion would have had an anti-dilutive effect on our net loss per diluted share (i.e., resulted in a lower loss per share). For the three and six months ended July 4, 2009, we excluded 180,000 and 216,000 shares of restricted stock, respectively, and 29,000 and zero stock options, respectively. 9 SELECT COMFORT CORPORATION AND SUBSIDIARIES 8. Commitments and Contingencies Sales Returns 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. The activity in the sales returns liability account was as follows (in thousands):
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):
10 SELECT COMFORT CORPORATION AND SUBSIDIARIES GE Money Bank Agreement We have an agreement with GE Money Bank to offer qualified customers revolving credit arrangements to finance purchases from us (“GE Agreement”). The GE Agreement contains certain financial covenants, including a maximum leverage ratio and a minimum interest coverage ratio. As a result of not being in compliance with the financial covenants in 2008, 2009 and in the first quarter of 2010, we were required to provide GE Money Bank with a $1.3 million letter of credit. The letter of credit covers the risk to GE Money Bank for sales returns and warranty claims should we be unable to satisfy these claims, and will remain outstanding until such time as we are in compliance with the financial covenants for three consecutive quarters. GE Money Bank may draw on this letter of credit by certifying that we have failed to fund any amounts due under the GE Agreement. At July 3, 2010 we were in compliance with all financial covenants. Under the terms of the GE 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. 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 and moved to dismiss the plaintiff’s claims. On three occasions the Court has granted our motion to dismiss the claims and granted limited leave to the plaintiff, joined by several additional named plaintiffs, to amend the complaint. On January 4, 2010, plaintiffs filed a third amended complaint alleging facts similar to those asserted in the prior complaints, limiting the purported class to California and Florida residents, and asserting claims related to negligence, product liability, breach of warranty under federal and state statutes and unfair competition under state statutes. The plaintiffs also sought leave to amend the complaint to add personal injury claims. On July 21, 2010 the Court granted our motion to dismiss the claims and dismissed all class claims with prejudice. As of July 3, 2010, no accrual had been established with respect to this matter as we believe that the claims asserted by the plaintiffs are without merit and we intend to continue 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, product liability, employment and intellectual property claims. In accordance with generally accepted accounting principles in the United States, we record a liability in our consolidated financial statements with respect to any of these other matters when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. At July 3, 2010, our consolidated financial statements reflect contingent liabilities of $1.6 million related to the insolvency of an entity with which we previously had a business relationship. 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 matters to have a material effect on our consolidated results of operations, financial position or cash flows. Litigation, however, is inherently unpredictable, and it is possible that the ultimate outcome of one or more claims asserted against us could adversely impact our results of operations, financial position or cash flows. We expense legal costs as incurred. 9. Subsequent Events Events that have occurred subsequent to July 3, 2010 have been evaluated through the date we filed this Quarterly Report on Form 10-Q with the SEC. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of or for the six months ended July 3, 2010. 11 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in six sections:
Risk Factors The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements and the Notes thereto included herein. This quarterly report on Form 10-Q contains certain forward-looking statements that relate to future plans, events, financial results or performance. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “predict,” “intend,” “potential,” “continue” or the negative of these or similar terms. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, among others:
Additional information concerning these and other risks and uncertainties is contained under the caption “Risk Factors” in our Annual Report on Form 10-K and in this Quarterly Report. 12 We have no obligation to publicly update or revise any of the forward-looking statements contained in this quarterly report on Form 10-Q. 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 the QVC shopping channel, wholesale customers in Alaska, Hawaii, Canada and Australia, and to selected hospitality groups and institutional facilities. Vision and Strategy Our vision is to become the new standard in sleep by providing individualized sleep experiences and elevating people’s expectations above the “one size fits all” solution offered by other mattress brands.
Results of Operations Quarterly and Annual Results Quarterly and annual operating results may fluctuate significantly as a result of a variety of factors, including increases or decreases in sales, the timing, amount and effectiveness of advertising expenditures, changes in sales return rates or warranty experience, the timing of store openings/closings and related expenses, changes in net sales resulting from changes in our store base, the timing of promotional offerings, competitive factors, changes in commodity costs, any disruptions in supplies or third-party service providers, seasonality of retail and bedding industry sales, timing of QVC shows, consumer confidence and general economic conditions. As a result, our historical results of operations may not be indicative of the results that may be achieved for any future period. 13 Highlights and Outlook Key financial highlights for the three months ended July 3, 2010 were as follows:
14 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 per share amounts. Amounts may not add due to rounding differences.
The percentage of our total net sales, by dollar volume, from each of our channels was as follows:
15 The components of total sales growth, including comparable-store sales changes, were as follows:
The numbers of company-owned retail stores and independently owned and operated retail partner stores was as follows:
(1) In August 2009, we announced our decision to discontinue distribution through non-company owned mattress retailers in the contiguous United States. Comparison of Three Months Ended July 3, 2010 with Three Months Ended July 4, 2009 Net sales Net sales increased 15% to $139.0 million for the three months ended July 3, 2010, compared with $120.6 million for the same period one year ago. The sales increase was driven by a 28% comparable-store sales increase in our company-owned retail stores and a 6% increase in our direct and E-Commerce channel sales. These increases were partially offset by the decrease in sales resulting from the year-over-year decline in the number of retail stores we operated and a decrease in wholesale channel sales due in large part to our decision in the second half of 2009 to discontinue distribution through retail partners operating approximately 700 stores in the contiguous United States, and the timing of QVC shows. Total sales of mattress units increased 12% compared to the same period one year ago, with mattress units in company-owned distribution channels increasing by 17%. Sales of other products and services increased by 34%. The $18.3 million net sales increase compared with the same period one year ago was comprised of the following: (i) a $24.6 million net increase in sales from our company-owned comparable retail stores, partially offset by a $5.4 million decrease resulting from the net decline in the number of stores we operated; (ii) a $1.8 million decrease in wholesale channel sales; and (iii) a $0.9 million increase in direct and E-Commerce channel sales. Gross profit The gross profit rate improved to 62.2% of net sales for the three months ended July 3, 2010, compared with 61.6% for the prior year period. Approximately 1.0 percentage point (“ppt.”) of the gross profit rate improvement was due to manufacturing efficiencies, including material cost reductions. Approximately 0.5 ppt. of the gross profit rate improvement was due to an increase in the percentage of net sales from our higher margin company-controlled distribution channels. In addition, leverage from the higher sales volume reduced manufacturing and logistics costs as a percentage of net sales resulting in a 0.4 ppt. improvement in the gross profit rate compared with the same period one year ago. These improvements were partially offset by an increase in promotional costs to generate customer traffic and drive sales, and increased performance-based incentive compensation. 16 Sales and marketing expenses General and administrative expenses
Research and development expenses
Asset impairment charges
Other expense, net Income tax expense Comparison of Six Months Ended July 3, 2010 with Six Months Ended July 4, 2009 Net sales Net sales increased 14% to $296.9 million for the six months ended July 3, 2010, compared with $260.3 million for the same period one year ago. The sales increase was due to a 29% comparable-store sales increase in our company-owned retail stores and an 11% increase in our direct and E-Commerce channel sales. These increases were partially offset by a year-over-year decline in sales due to a reduction in the number of retail stores we operated and a decrease in wholesale channel sales due in large part to our decision in the second half of 2009 to discontinue distribution through retail partners operating approximately 700 stores in the contiguous United States. Total sales of mattress units increased 5% compared to the same period one year ago. Sales of other products and services increased by 27%. The $36.6 million net sales increase compared with the same period one year ago was comprised of the following: (i) a $54.2 million net increase in sales from our company-owned comparable retail stores, partially offset by a $13.7 million decrease resulting from the net decline in the number of stores we operated; (ii) a $3.4 million increase in direct and E-Commerce channel sales; and (iii) a $7.3 million decrease in wholesale channel sales. Gross profit The gross profit rate improved to 62.2% of net sales for the six months ended July 3, 2010, compared with 60.0% for the prior year period. Approximately 1.7 ppt. of the gross profit rate improvement was due to logistics and manufacturing efficiencies, including material cost reductions. Approximately 0.7 ppt. of the gross profit rate improvement was due to an increase in the percentage of net sales from our higher margin company-controlled distribution channels. In addition, leverage from the higher sales volume reduced manufacturing and logistics costs as a percentage of net sales resulting in a 0.4 ppt. improvement in the gross profit rate compared with the same period one year ago. These improvements were partially offset by an increase in promotional costs to generate customer traffic and drive sales, and increased performance-based incentive compensation. 17 Sales and marketing expenses
General and administrative expenses
Research and development expenses
Asset impairment charges
Other expense, net Income tax expense 18 Liquidity and Capital Resources As of July 3, 2010, we had cash and cash equivalents of $39.9 million compared with $17.7 million as of January 2, 2010. The $22.2 million increase in cash and cash equivalents was primarily due to $26.0 million of cash provided by operating activities partially offset by a $1.7 million investment in property and equipment, and $2.1 million used in financing activities. Our current ratio (currents assets divided by current liabilities) was 1.0 at July 3, 2010 compared with 0.7 at January 2, 2010 and 0.3 at July 4, 2009. The following table summarizes our cash flows for the six months ended July 3, 2010, and July 4, 2009 (dollars in millions). Amounts may not add due to rounding differences:
Cash provided by operating activities for the six months ended July 3, 2010 was $26.0 million compared with $35.6 million for the six months ended July 4, 2009. Operating cash flows for the six months ended July 4, 2009 included a $25.8 million income tax refund associated with the carryback of our 2008 pre-tax loss. The remaining $16.2 million year-over-year increase in cash from operating activities was comprised of a $20.6 million improvement in our net income (loss) compared with the same period one year ago and a $8.0 million increase in cash from changes in operating assets and liabilities, partially offset by a $12.4 million decrease in adjustments to reconcile net income (loss) to net cash provided by operating activities. Changes in operating assets and liabilities included a current year increase in accrued compensation and benefits due to higher incentive compensation resulting from the strong financial performance in the first six months of 2010, a current-year decrease in prepaid expenses and other assets compared with an increase in the prior year (prior year included increased prepaid rent and prepaid advertising), a current year increase in inventories to support the higher sales volume, and a current year decrease in accounts payable compared with an increase in the prior year primarily due to the timing of vendor payments. Investing activities for the six months ended July 3, 2010 included a $1.7 million investment in property and equipment, compared with $1.9 million for the same period one year ago. We did not open any new retail stores during the first six months of 2010 or 2009. Capital expenditures are projected to be approximately $15.0 million in 2010 compared with $2.5 million in 2009. We expect to end fiscal 2010 with between 380 and 390 stores. Net cash used in financing activities was $2.1 million for the six months ended July 3, 2010, compared with $42.2 million for the same period one year ago. The $40.2 million decrease in cash used in financing activities was primarily due to a $42.3 million prior-year net decrease in short-term borrowings, compared with a $1.6 million net decrease in short-term borrowings for the six months ended July 3, 2010. As of January 2, 2010 and July 3, 2010 we had no borrowings under our line of credit compared with $43.8 million at July 4, 2009. Book overdrafts and payments on capital lease obligations are included in the net change in short-term borrowings. As of July 3, 2010, 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. On March 26, 2010, we entered into a new credit agreement (“Credit Agreement”) with Wells Fargo Bank, National Association and terminated our prior credit agreement. The Credit Agreement provides a $20.0 million secured revolving credit facility for working capital and general corporate purposes, including up to $10.0 million available for issuances of letters of credit. Outstanding letters of credit reduce the amounts available under this credit facility. The Credit Agreement expires on July 1, 2012. The borrowings under the Credit Agreement will, at our request, be classified as either LIBOR Loans or ABR Loans (both as defined in the Credit Agreement). The rate of interest payable by us in respect of loans outstanding under the revolving credit facility is (i) with respect to LIBOR Loans, the Adjusted LIBO Rate (as defined in the Credit Agreement) for the interest period then in effect plus 3.00%, or (ii) with respect to ABR Loans, the Adjusted Base Rate (as defined in the Credit Agreement) then in effect plus 0.50%. We are subject to certain financial covenants under the Credit Agreement, including minimum fixed charge coverage ratios, maximum capital expenditure limits, minimum net worth requirements, and maintenance of an aggregate principal balance of zero under the Credit Agreement for a period of not less than 30 consecutive days in each fiscal year. The Credit Agreement is secured by a first priority security interest in our assets and those of our domestic subsidiaries. 19 At July 3, 2010, $15.7 million was available under the Credit Agreement, we had no borrowings and we were in compliance with all financial covenants. At January 2, 2010, $35.5 million was available under the prior credit facility, we had no borrowings, and we were in compliance with all financial covenants. As of July 3, 2010, and January 2, 2010, we had outstanding letters of credit of $4.3 million and $4.5 million, respectively. Cash generated from operations and available under our credit facility is expected to provide sufficient operating liquidity and funding for capital expenditures for the foreseeable future. In addition, our business model, which can operate with minimal working capital, does not require significant additional capital to fund operations or organic growth. We have an agreement with GE Money Bank to offer qualified customers revolving credit arrangements to finance purchases from us (“GE Agreement”). The GE Agreement contains certain financial covenants, including a maximum leverage ratio and a minimum interest coverage ratio. As a result of not being in compliance with the financial covenants in 2008, 2009 and in the first quarter of 2010, we were required to provide GE Money Bank with a $1.3 million letter of credit. The letter of credit covers the risk to GE Money Bank for sales returns and warranty claims should we be unable to satisfy these claims, and will remain outstanding until such time as we are in compliance with the financial covenants for three consecutive quarters. GE Money Bank may draw on this letter of credit by certifying that we have failed to fund any amounts due under the GE Agreement. At July 3, 2010 we were in compliance with all financial covenants. Under the terms of the GE 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. Off-Balance-Sheet Arrangements and Contractual Obligations Other than operating leases and $4.3 million of outstanding letters of credit, we do not have any off-balance-sheet financing. We do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships. As of July 3, 2010, we are not involved in any unconsolidated special purpose entity transactions. There has been no material change in our contractual obligations since the end of fiscal 2009. See Note 3, Debt, of the Notes to our Condensed Consolidated Financial Statements for information regarding our credit agreement and capital lease obligations. See our Annual Report on Form 10-K for the fiscal year ended January 2, 2010 for additional information regarding our other contractual obligations. Critical Accounting Policies We discuss our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended January 2, 2010. There were no significant changes in our accounting policies since the end of fiscal 2009. 20 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK At July 3, 2010, we had no short-term borrowings. We do not currently manage interest rate risk on our debt through the use of derivative instruments. Any 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 or LIBOR. ITEM 4. CONTROLS AND PROCEDURES Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures We maintain disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report. Changes in Internal Controls There were no changes in our internal control over financial reporting during the fiscal quarter ended July 3, 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 1. 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 and moved to dismiss the plaintiff’s claims. On three occasions the Court has granted our motion to dismiss the claims and granted limited leave to the plaintiff, joined by several additional named plaintiffs, to amend the complaint. On January 4, 2010, plaintiffs filed a third amended complaint alleging facts similar to those asserted in the prior complaints, limiting the purported class to California and Florida residents, and asserting claims related to negligence, product liability, breach of warranty under federal and state statutes and unfair competition under state statutes. The plaintiffs also sought leave to amend the complaint to add personal injury claims. On July 21, 2010 the Court granted our motion to dismiss the claims and dismissed all class claims with prejudice. As of July 3, 2010, no accrual had been established with respect to this matter as we believe that the claims asserted by the plaintiffs are without merit and we intend to continue 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, product liability, employment and intellectual property claims. In accordance with generally accepted accounting principles in the United States, we record a liability in our consolidated financial statements with respect to any of these other matters when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. At July 3, 2010, our consolidated financial statements reflect contingent liabilities of $1.6 million related to the insolvency of an entity with which we previously had a business relationship. 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 matters to have a material effect on our consolidated results of operations, financial position or cash flows. Litigation, however, is inherently unpredictable, and it is possible that the ultimate outcome of one or more claims asserted against us could adversely impact our results of operations, financial position or cash flows. We expense legal costs as incurred. 21 ITEM 1A. RISK FACTORS Our business, financial condition and operating results are subject to a number of risks and uncertainties, including both those that are specific to our business and others that affect all businesses operating in a global environment. Investors should carefully consider the information in this report under the heading, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and also the information under the heading, “Risk Factors” in our most recent Annual Report on Form 10-K. The risk factors discussed in the Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q do not identify all risks that we face because our business operations could also be affected by additional risk factors that are not presently known to us or that we currently consider to be immaterial to our operations. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(1) On April 20, 2007, our Board of Directors authorized the company to repurchase up to an additional $250.0 million of our common stock. As of July 3, 2010, the amount remaining under this authorization was $206.8 million. There is no expiration date with respect to this repurchase authority. We may terminate or limit the stock repurchase program at any time. We currently have no plans to repurchase shares under this authorization. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. Not applicable. 22 ITEM 6. EXHIBITS
23 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
24 EXHIBIT INDEX
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