SELECT COMFORT CORP
10-Q, 1999-05-17
HOUSEHOLD FURNITURE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


                  For the Quarterly Period Ended April 3, 1999


                           COMMISSION FILE NO. 0-25121

                              --------------------



                           SELECT COMFORT CORPORATION
             (Exact name of registrant as specified in its charter)

                MINNESOTA                                  41-1597886
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

   6105 TRENTON LANE NORTH, SUITE 100
         MINNEAPOLIS, MINNESOTA                               55442
(Address of principal executive offices)                   (Zip code)

       Registrant's telephone number, including area code: (612) 551-7000


     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.  YES [X] NO [ ]

     As of May 1, 1999, 18,584,198 shares of Common Stock of the Registrant were
outstanding.


<PAGE>


                           SELECT COMFORT CORPORATION
                                AND SUBSIDIARIES



                                      INDEX


                                                                      Page No.


PART I:  FINANCIAL INFORMATION

Item 1. Financial Statements
        Consolidated Balance Sheets
        April 3, 1999 and January 2, 1999.................................  3

        Consolidated Statements of Operations
        for the Three Months ended April 3, 1999
        and April 4, 1998.................................................  4

        Consolidated Statements of Cash Flows
        for the Three Months ended April 3, 1999
        and April 4, 1998.................................................  5

        Notes to Consolidated Financial Statements........................  6

Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations.....................  8

Item 3. Quantitative and Qualitative Disclosures about Market Risk........ 12

PART II: OTHER INFORMATION

Item 6. Exhibit Index..................................................... 15




<PAGE>



                          PART I: FINANCIAL INFORMATION


                           SELECT COMFORT CORPORATION
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

                                                          (UNAUDITED)     
                                                            APRIL 3,  JANUARY 2,
                                                              1999       1999
                                                           ---------- ----------
                          ASSETS
 Current assets:
   Cash and cash equivalents                                 $44,423    $45,561
   Accounts receivable, net of allowance for doubtful
      accounts of $2,602, and $2,750, respectively            11,658     10,624
   Inventories (note 2)                                       10,364     10,136
   Prepaid expenses                                            4,822      4,048
   Deferred tax assets                                         5,690      5,448
                                                           ---------- ----------
       Total current assets                                   76,957     75,817
 Property and equipment, net                                  30,506     29,125
 Deferred tax assets                                             488        440
 Other assets                                                    847        852
                                                           ---------- ----------
       Total assets                                         $108,798   $106,234
                                                           ========== ==========



           LIABILITIES AND SHAREHOLDERS' EQUITY 
 Current liabilities:
   Current maturities of long-term debt                         $692       $930
   Accounts Payable                                           12,766     12,079
   Accruals:
   Sales returns                                               5,693      6,021
   Warranty costs                                              5,024      4,486
   Compensation, taxes and benefits                            4,116      4,843
   Income taxes                                                  838        648
   Other                                                       4,486      4,561
                                                           ---------- ----------
       Total current liabilities                              33,615     33,568
 Long-term debt, less current maturities                           -         29
 Other liabilities                                             2,217      1,946
                                                           ---------- ----------

       Total liabilities                                      35,832     35,543
                                                           ---------- ----------


 Common 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,  18,577,313 and 18,435,687  shares issued       186        184
     and outstanding, respectively
   Additional paid-in capital                                 88,704     87,619
   Accumulated deficit                                       (15,924)   (17,112)
                                                           ---------- ----------
       Total common shareholders' equity                      72,966     70,691
                                                           ---------- ----------
       Total liabilities and shareholders' equity           $108,798   $106,234
                                                           ========== ==========





          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>




                           SELECT COMFORT CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)



                                          THREE MONTHS ENDED
                                        ----------------------     
                                         APRIL 3,    APRIL 4,
                                           1999        1998
                                        ----------  ----------

 Net sales                                $71,632     $58,671
 Cost of sales                             24,547      21,080
                                        ----------  ----------
   Gross margin                            47,085      37,591
                                        ----------  ----------


 Operating expenses:
   Sales and marketing                     40,488      32,260
   General and administrative               5,219       4,294
                                        ----------  ----------
       Total operating expenses            45,707      36,554
                                        ----------  ----------
 Operating income                           1,378       1,037
                                        ----------  ----------


 Other income (expense):
   Interest income                            539         228
   Interest expense                           (34)     (1,533)
   Other, net                                   3           -
                                        ----------  ----------
       Other income, net                      508     ( 1,305)
                                        ----------  ----------


 Income (loss) before income taxes          1,886        (268)
 Income tax expense                           698         150
                                        ----------  ----------
 Net income (loss)                         $1,188       $(418)
                                        ==========  ==========

 Net income (loss) per share (note 3)
   - basic and  diluted                     $0.06       (0.26)
                                        ==========  ==========





          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>


                           SELECT COMFORT CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


                                                           THREE MONTHS ENDED
                                                         ----------------------
                                                          APRIL 3,    APRIL 4,
                                                            1999        1998
                                                         ----------  ----------
Cash flows from operating activities:
  Net income (loss)                                         $1,188       $(418)
Adjustments to reconcile net income (loss) to
    net cash provided by operating activities:
    Depreciation and amortization                            1,400       1,253
    Deferred tax assets                                       (290)        (43)
    Interest expense from put warrant valuation                  -         956
    Change in operating assets and liabilities:
      Accounts receivable, net                              (1,034)       (681)
      Inventories                                             (228)        (73)
      Prepaid expenses                                        (774)        562
      Accounts payable                                         687        (817)
      Accrued sales returns                                   (328)        287
      Accrued warranty costs                                   538         163
      Accrued compensation, taxes and benefits                (727)       (218)
      Accrued income taxes                                     190          17
      Other accrued liabilities                                (75)       (414)
      Other assets                                              (2)        (26)
      Other liabilities                                        271         172
                                                         ----------  ----------
        Net cash provided by operating activities              816         720
                                                         ----------  ----------

Cash flows used in investing activities - Purchases
  of property and equipment                                 (2,774)     (1,910)
                                                         ----------  ----------
Cash flows from financing activities:
  Principal payments on debt                                  (267)       (239)
  Proceeds  from  issuance  of common stock                  1,087           5
                                                         ----------  ----------
        Net cash provided by (used in)
          financing activities                                 820        (234)
                                                         ----------  ----------

Decrease in cash and cash equivalents                       (1,138)     (1,424)
Cash and cash equivalents, at beginning of period           45,561      12,670
                                                         ----------  ----------
Cash and cash equivalents, at end of period                $44,423     $11,246
                                                         ==========  ==========





          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>


                   SELECT COMFORT CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 (1) BASIS OF FINANCIAL STATEMENT PRESENTATION

The consolidated  financial  statements for the three months ended April 3, 1999
of Select Comfort Corporation and subsidiaries (the Company), have been prepared
by the Company,  without  audit,  pursuant to the rules and  regulations  of the
Securities and Exchange  Commission  and reflect,  in the opinion of management,
all normal  recurring  adjustments  necessary  to present  fairly the  financial
position  of the Company as of April 3, 1999 and January 2, 1999 and the results
of operations and cash flow for the periods presented.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted pursuant to such rules and regulations,  although
management  believes  the  disclosures  are  adequate  to make  the  information
presented not misleading. These consolidated financial statements should be read
in conjunction with the Company's most recent audited  financial  statements and
related notes included in the Company's  Annual Report to  Shareholders  and its
1998 Form 10-K.  Operating  results for the Company on a quarterly basis may not
be indicative of operating results for the full year.

 (2) INVENTORIES

Inventories consist of the following (in thousands):

                                           APRIL 3, 1999     JANUARY 2, 1999
                                          ---------------    ---------------
Raw materials                                  $7,002             $6,533
Work in progress                                   88                 67
Finished goods                                  3,274              3,536
                                          ---------------    ---------------
                                              $10,364            $10,136
                                          ===============   ================





                                       6
<PAGE>



                   SELECT COMFORT CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (3) NET INCOME (LOSS) PER COMMON SHARE

The  following  computations  reconcile net income (loss) with net income (loss)
per common  share-basic and diluted (dollars in thousands,  except share and per
share amounts).

                                                   NET                PER SHARE
                                                  LOSS      SHARES      AMOUNT
                                               ---------- ----------  ----------
        THREE MONTHS ENDED APRIL 3, 1999
 Net income                                       $1,188
                                               ----------

 BASIC EPS
 Net income available to common shareholders      $1,188  18,526,073     $0.06
                                               ---------- ----------  ==========

 EFFECT OF DILUTIVE SECURITIES
 Warrants                                              -     861,463
 Options                                               -     960,915
                                               ---------- ----------

 DILUTED EPS
 Net income available to common shareholders
   plus assumed conversions                       $1,188  20,348,451     $0.06
                                               ========== ==========  ==========




                                                   NET                PER SHARE
                                                  LOSS      SHARES      AMOUNT
                                               ---------- ----------  ----------
        THREE MONTHS ENDED APRIL , 1998
 Net loss                                         $(418)
 Less cumulative preferred dividends               (225)
                                               ----------

 BASIC  AND DILUTED EPS
 Net loss attributable to common shareholders     $(643)   2,478,491    $(0.26)
                                               ========== ==========  ==========




                                       7
<PAGE>


                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following  discussion and analysis  should be read in  conjunction  with the
Consolidated  Financial  Statements and the Notes thereto included herein.  This
quarterly  report on Form 10-Q contains  forward-looking  statements  within the
meaning of the Private Securities  Litigation Reform act of 1995. The statements
regarding  Select  Comfort  Corporation  contained  in this  report that are not
historical in nature, particularly those that utilize terminology such as "may,"
"will," "should," "expects," "anticipates,"  "estimates," "believes" or "plans,"
or  comparable  terminology,  are  forward-looking  statements  based on current
expectations and assumptions,  and entail various risks and  uncertainties  that
could cause actual  results to differ  materially  from those  expressed in such
forward-looking statements. Important factors known to Select Comfort that could
cause such material  differences  are identified and discussed in Part I, Item 1
of our  Annual  Report on Form 10-K for the year ended  January  2, 1999,  which
discussion is incorporated  herein by reference.  Such important factors include
our ability to create product and brand name awareness,  the  effectiveness  and
efficiency of our advertising, the level of consumer acceptance of our products,
the number  and timing of new retail  store  openings,  the  performance  of our
existing and new retail  stores,  our ability to manage our planned  rapid store
expansion,  our ability to successfully  identify and respond to emerging trends
in the mattress  industry,  the level of competition  in the mattress  industry,
general economic conditions and consumer confidence, and our ability to maintain
cost-effective production and delivery of products.

OVERVIEW

Select  Comfort is the leading  vertically  integrated  manufacturer,  specialty
retailer and direct marketer of innovative air beds and sleep-related  products.
Since the  introduction  of our first air bed  product in 1987,  management  has
focused  on  improving  our  product,   expanding  our  product  line,  building
manufacturing  and  distribution  systems and  growing our four sales  channels:
retail, direct marketing, roadshow and e-commerce.

Vertically   integrated   operations   and  control   over  four   separate  but
complementary  sales channels  enable us to develop and maintain direct customer
relationships  as well as leverage  advertising  dollars.  Sales  generation  is
driven  primarily by targeted print,  radio and television  media which generate
customer  inquiries.  Direct  marketing  advertising  is  leveraged in all sales
channels.  Marketing  programs at retail  stores  focus on  increasing  customer
traffic, including a number of in-store activities and promotions.

Retail  operations  included  275  stores at April 3, 1999  including  14 leased
departments within larger retail stores (13 in Bed Bath & Beyond stores) and 264
stores at January 2, 1999  including  14 leased  departments.  We plan to open a
minimum of 69 retail stores during the remainder of 1999, including expansion of
the leased department concept.  Two of the 11 retail store openings in the first
quarter of 1999 were in new markets.  As of April 3, 1999, we had closed a total
of five stores since inception.

Historically,   we  have  experienced  strong  comparable  store  sales  growth,
reporting  an  increase  of 12.8% for the three  months  ended April 3, 1999 and
39.4% for the three months ended April 4, 1998. We believe this  performance  is
due to increased  awareness of our brand and product  benefits,  the  relatively
young  age of the  store  base and  various  initiatives  implemented  in recent
periods related to increased emphasis on the retail distribution channel.  These
initiatives include (i) a change in focus of advertising toward brand awareness,
(ii) the evolution of retail store operations,  including  improvements in store
design,  and  (iii) the  closer  integration  of  direct  marketing  and  retail
distribution  channels.  Comparable  store  sales  results in the future will be
influenced by a variety of factors,  including our ability to create product and
brand name awareness,  the  effectiveness  and efficiency our  advertising,  our
ability to drive  consumer  traffic to retail  stores and the level of  consumer
acceptance of our products.

Quarterly and annual operating  results may fluctuate  significantly as a result
of a variety of factors,  including  increases or decreases in comparable  store
sales, the timing,  amount and  effectiveness of advertising  expenditures,  any
changes in return rates, the timing of new store openings and related  expenses,
competitive  factors,  net sales  contributed by new stores,  any disruptions in
third-party  delivery  services  and general  economic  conditions  and consumer
confidence.  Our  business is also  subject to some  seasonal  influences,  with
heavier  concentrations of sales during the fourth quarter holiday season due to
increased mall traffic.



                                       8
<PAGE>

A  substantial  portion of operating  expenses is related to sales and marketing
expenses, including costs associated with opening new stores and advertising and
marketing  expenditures.  The level of such spending cannot be adjusted  quickly
and is based, in significant part, on expectations of future customer  inquiries
and net  sales.  Furthermore,  a  substantial  portion  of net  sales  are often
realized  in the last  month  of a  quarter,  with  such  net  sales  frequently
concentrated  in the  last  weeks  or  days  of a  quarter,  due in  part to our
promotional  schedule.  If we experience a shortfall in expected net sales or in
the conversion rate of customer  inquiries,  we may be unable to adjust spending
in a timely manner and our business,  financial  condition and operating results
may be materially  adversely affected.  Our historical results of operations may
not be  indicative  of the results  that may be achieved  for any future  fiscal
period.

RESULTS OF OPERATIONS

The  following  table sets  forth,  for the  periods  indicated,  our results of
operations  expressed as  percentages of net sales.  Percentage  amounts may not
total due to rounding.
                                          THREE MONTHS ENDED
                                        ----------------------
                                         APRIL 3,    APRIL 4,
                                           1999        1998
                                        ----------  ----------

 Net sales                                 100.0%      100.0%
 Cost of sales                              34.3        35.9
                                        ----------  ----------
   Gross margin                             65.7        64.1
                                        ----------  ----------
 Operating expenses:
   Sales and marketing                      56.5        55.0
   General and administrative                7.3         7.3
                                        ----------  ----------
       Total operating expenses             63.8        62.3
                                        ----------  ----------
 Operating income                            1.9         1.8
       Other income, net                     0.7        (2.2)
                                        ----------  ----------
 Income (loss) before income taxes           2.6        (0.5)
 Income tax expense                          1.0         0.3
                                        ----------  ----------
 Net income (loss)                           1.7%       (0.7)%
                                        ==========  ==========

COMPARISON OF THREE MONTHS ENDED APRIL 3, 1999 WITH THREE MONTHS ENDED APRIL 4,
1998

NET SALES 
Net sales  increased  22.1% to $71.6 million for the three months ended April 3,
1999 from $58.7  million for the three months ended April 4, 1998  primarily due
to an increase in unit sales.  The  components of the increase in net sales were
(i) a $8.4 million increase  associated with the opening of 64 new retail stores
during the past 12  months,  (ii) a $4.2  million  increase  associated  with an
increase of 12.8% in comparable  store sales over the  comparable  period of the
prior year,  resulting  primarily from the continuing  maturation of stores, and
(iii) a $400,000 decrease in direct marketing sales.

GROSS MARGIN
Gross  margin  increased  to 65.7% for the three months ended April 3, 1999 from
64.1% for the three  months  ended April 4, 1998  primarily  due to (i) improved
purchasing through volume discounts and better  relationships with key suppliers
and (ii)  improved  leverage  of fixed  manufacturing  costs  over  higher  unit
volumes.

SALES  AND  MARKETING
Sales and marketing  expenses  increased  25.5% to  $40.5 million  for the three
months ended April 3, 1999 from  $32.3 million  for the three months ended April
4, 1998,  and increased as a percentage of net sales to 56.5% from 55.0% for the
comparable  prior year period.  The  increase in the dollar  amount of sales and
marketing  expenses was primarily due to (i) the opening of 64 new retail stores
during the last 12 months,  (ii) increased  advertising  expenditures to support
the Company's growth and (iii) higher commissions,  percentage rents and freight
expense related to the higher net sales.  Sales and marketing expenses increased
as a  percentage  of net sales  primarily  due to  advertising  and  promotional
expenditures increasing at a greater rate than net sales.



                                       9
<PAGE>

GENERAL AND ADMINISTRATIVE
General and  administrative  expenses  increased  21.5% to $5.2  million for the
three  months  ended April 3, 1999 from $4.3  million for the three months ended
April 4, 1998.  The increase in the dollar amount of general and  administrative
expenses was primarily due to increased  spending to provide  infrastructure  to
support overall net sales growth.

OTHER INCOME (EXPENSE), NET
Other income increased $1.8 million to $500,000 for the three months ended April
3, 1999 from ($1.3)  million for the three months ended April 4, 1998  primarily
due to (i) the  inclusion  of $1.0 million of non-cash  interest  expense in the
three months ended April 4, 1998  relating to the change in the fair value of an
outstanding  put warrant  and (ii) an  increase  in  interest  income due to the
increase in cash obtained from the completion of our initial public  offering in
December  1998.  The put provision  associated  with the warrant was  eliminated
effective on completion of the initial public offering.  Future periods will not
require the  recording  of non-cash  interest  expense  associated  with the put
warrant.

INCOME TAX EXPENSE (BENEFIT)
Income tax expense  increased  to $698,000  for the three  months ended April 3,
1999 from  $150,000  for the three months ended April 4, 1998 due to an increase
in taxable income in 1999 and the utilization of substantially all net operating
loss carryforwards in 1998.

LIQUIDITY AND CAPITAL RESOURCES

Our  primary  source of  liquidity  has been the sale of equity  securities.  We
completed  our  initial  public  offering  in December  1998,  resulting  in net
proceeds of $44.6  million,  which have been partially used for the repayment of
$15.0 million of debt. The Company had working  capital of  approximately  $43.3
million at April 3, 1999 and $42.2 million at January 2, 1999.

Net cash  provided by operating  activities  for the three months ended April 3,
1999 was approximately  $800,000 and consisted  primarily of net income adjusted
for non-cash  expenses  partially  offset by increases in accounts  receivables,
inventories and prepaid expenses.  Net cash provided by operating activities for
the three months ended April 4, 1998 was  approximately  $700,000 and  consisted
primarily of cash flows from operations  before non-cash  expenses and increases
in prepaid expenses,  partially offset by an increase in accounts receivable and
a decrease in accounts payable.

Beginning in May 1997, we began  offering our  customers an unsecured  revolving
credit  arrangement to finance  purchases  through a third-party  bank. In March
1999,  we notified  the bank of our intent to  terminate  this  consumer  credit
arrangement.  We have signed a letter of intent with a  third-party  provider to
replace the terminated arrangement.  We anticipate that the new arrangement will
be under terms that are no less  favorable  than under the existing  arrangement
and that the transition to the new provider will occur in the third quarter.  In
addition,  amounts  retained  by the  bank  under  the  terminated  arrangement,
approximately $12.4 million at April 3, 1999, are expected to be returned to the
Company shortly following  termination and are not anticipated to be replaced by
similar amounts under the new agreement.

Net cash used in investing  activities  was  approximately  $2.8 million for the
three  months  ended April 3, 1999 and $1.9  million for the three  months ended
April 4, 1998.  Investing  activities  consisted  of  purchases  of property and
equipment  for  new  retail  stores  in  both  periods  as  well  as  for  a new
manufacturing and distribution facility in the first quarter of 1999.

Net cash provided by financing  activities  was  approximately  $800,000 for the
three months ended April 3, 1999 and consisted of stock  options  offset by debt
repayments.  Net cash used in financing activities was approximately  $(200,000)
for the three months ended April 4, 1998 which consisted of debt repayments.



                                       10
<PAGE>

In May 1999,  the Board of Directors  authorized  management to repurchase up to
$10 million in shares of the  Company's  common  stock in the open market due to
the  availability  of excess  cash and the  historically  low  valuation  of the
Company's  shares in the market.  As of May 13, 1999 the Company had repurchased
575,000  shares for  approximately  $8.5  million.  The Board of  Directors  may
authorize  management to repurchase  additional shares as warranted by available
cash and market conditions. We believe cash generated from operations,  together
with  existing  cash  balances,   will  be  sufficient  to  satisfy  anticipated
short-term working capital requirements and long-term liquidity needs.

LOOKING FORWARD

We are implementing  several  strategic  initiatives  designed to accelerate the
Company's  growth.  These  initiatives  include  accelerating  the growth in the
number of retail  distribution  points for our products,  increasing  our retail
advertising  expenditures  and expanding  our product line.  The increase in the
number of distribution  points will be achieved  through more aggressive  retail
store growth,  including  expansion of the Company's leased department  concept,
possibly with one or more additional  partners.  The Company has recently tested
increased  retail  advertising  expenditures in selected  markets and intends to
expand this retail  advertising to additional  markets across the United States.
Initial product line  expansions will include the  introduction of an adjustable
bed frame and a sofa sleeper product, each with fully adjustable air mattresses.
We believe that cash flow generated from operations  together with existing cash
balances will be sufficient to meet the Company's  working capital and liquidity
needs in connection with this growth strategy.

The success of our growth  strategy  and our  profitability  will depend on many
factors  including (i) our ability to successfully  open  additional  stores and
leased  departments  in new and existing  markets,  (ii) the  effectiveness  and
efficiency of our  advertising in creating  brand  awareness of our products and
brand name, (iii) our ability to generate consumer  inquiries and drive consumer
traffic to retail stores,  (iv) the level of consumer acceptance of our existing
and new products and (v)  competition  in the  mattress  industry.  In addition,
because store profitability  generally grows with store maturity and advertising
becomes more effective as product awareness  builds,  the acceleration of retail
store growth and increased retail advertising could impact short-term earnings.

IMPACT OF YEAR 2000

STATE OF READINESS
Beginning  in  early  1996,  we  included  certain  Year  2000  initiatives  and
remediation  plans in our broader  information  systems strategic plan. In early
1998 we retained an  independent  consultant to assess the adequacy of Year 2000
initiatives and remediation plans. All essential  information  technology ("IT")
systems have been  inventoried  and  remediation  plans for any Year 2000 issues
have been  implemented.  Remediation plans included the development of Year 2000
compliant  applications  for order  entry,  customer  service  and point of sale
systems in fall 1996. In the third quarter of 1997, we purchased and implemented
an enterprise  information  system used in  manufacturing  operations,  material
planning, inventory management, order processing, financial management and human
resources  applications,  which  was  upgraded  to be  Year  2000  compliant  in
February,  1999.  We  purchased  Year 2000  compliant  upgrades  to our  payroll
applications  in 1997 and our  telephone  system in 1998.  Year  2000  compliant
upgrades for software applications for customer inquiries and for processing and
tracking  warranty claims and returns have been purchased.  We anticipate  these
upgrades will be completed in the third quarter of 1999. With the implementation
of these applications and upgrades,  we expect that all core applications and IT
systems will be Year 2000 compliant by the end of the third quarter of 1999.

In August 1998, we formed a Year 2000 project team ("Year 2000 Project Team") to
identify and address Year 2000 compliance matters,  including significant non-IT
systems which are comprised of the embedded  technology  used in our  buildings,
plant,  equipment  and  other  infrastructure.  The Year 2000  Project  Team has
inventoried  all  material  Year 2000 issues in non-IT  systems.  We expect that
remedial  action  for all non-IT  systems  will be  completed  by the end of the
second quarter of 1999.



                                       11
<PAGE>

During the first  quarter of 1998,  we initiated  discussions  with  significant
suppliers  regarding their plans to remediate Year 2000 issues.  We sent each of
the significant suppliers a questionnaire inquiring as to the magnitude of their
Year 2000 issues and the status of their readiness.  We have received assurances
from a majority of these  suppliers that they will become Year 2000 compliant in
a timely  manner.  We have not received  responses from all of the third parties
with  which we do  business.  In  addition  to the  questionnaires,  a  supplier
certification  program  has been  established  under which  suppliers  must meet
rigorous  standards  relating  to  quality,  service,  the  ability  to  deliver
materials on a timely basis and Year 2000 compliance.  To date, 10 key suppliers
have been certified and other authorized suppliers are in the process of seeking
certification. All key suppliers, including the Eastern European supplier of air
chambers,  have notified us that they are or will be Year 2000 compliant  during
1999.

In addition  to  suppliers,  we also rely upon  governmental  agencies,  utility
companies,  telecommunication  service  companies  and other  service  providers
outside  of our  control.  There  can be no  assurance  that  such  governmental
agencies or other third parties will not suffer a Year 2000 business  disruption
that could have a material adverse effect on our business,  financial  condition
or operating results.

COSTS TO ADDRESS THE YEAR 2000 ISSUE
We estimate approximately $165,000 has been incurred,  through April 3, 1999, to
address Year 2000 issues.  We estimate that by mid-1999 an  additional  $100,000
will be incurred to complete  our  remediation  plans  required  for IT systems,
including  systems  software costs and  consulting  fees. We do not believe that
costs for non-IT  systems will have a material  adverse  effect on our business,
financial condition or operating results.

RISKS PRESENTED BY THE YEAR 2000 ISSUE
If any third party who  provides  goods or services  essential  to our  business
activities fails to appropriately  address Year 2000 issues,  such failure could
have a material adverse effect on our business, financial condition or operating
results.  For  example,  a Year  2000  related  disruption  on the  part  of the
financial  institutions  which  process  credit card sales could have a material
adverse effect on our business, financial condition or operating results.

CONTINGENCY PLANS
The Year 2000 Project Team's initiatives  include the development of contingency
plans in the  event  we have not  completed  all  remediation  plans in a timely
manner. In addition,  the Year 2000 Project Team is in the process of developing
contingency  plans in the event  that any  third  party  who  provides  goods or
services  essential to our  business  fails to  appropriately  address Year 2000
issues.  The Year 2000 Project Team expects to conclude the development of these
contingency plans by the end of the third quarter of 1999.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   Not applicable




                                       12
<PAGE>



                           PART II: OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

      None.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

      None

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

      Not applicable.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

ITEM 5 - OTHER INFORMATION

      None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits.

            Exhibit
            Number                  Description

               27.1                 Financial Data Schedule

      (b)   Reports on Form 8-K

            None




                                       13
<PAGE>



                                   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.


                                      SELECT COMFORT CORPORATION



                                       /S/Daniel J. McAthie
                                      -------------------------------------
May 17, 1999                          Daniel J. McAthie
                                      (Chief Executive Officer)




                                       /s/James C. Raabe
                                      -------------------------------------
                                      James C. Raabe
                                      (Chief Financial Officer)




                                       14
<PAGE>


                                  EXHIBIT INDEX


 Exhibit Number             Description                      Location

      27.1            Financial Data Schedule     Filed herewith electronically

                                       15
<PAGE>

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>
                               
<ARTICLE>                           5                     
<MULTIPLIER>                              1,000
                                     
<S>                                   <C>
<PERIOD-TYPE>                       3-MOS
<FISCAL-YEAR-END>                   JAN-01-2000
<PERIOD-START>                      JAN-03-1999
<PERIOD-END>                        APR-03-1999
<CASH>                                   44,423
<SECURITIES>                                  0
<RECEIVABLES>                            14,260
<ALLOWANCES>                              2,602
<INVENTORY>                              10,364
<CURRENT-ASSETS>                         76,957
<PP&E>                                   43,737
<DEPRECIATION>                           13,231
<TOTAL-ASSETS>                          108,798
<CURRENT-LIABILITIES>                    33,615
<BONDS>                                       0
                         0
                                   0
<COMMON>                                    186
<OTHER-SE>                               72,780
<TOTAL-LIABILITY-AND-EQUITY>            108,798
<SALES>                                  71,632
<TOTAL-REVENUES>                         71,632
<CGS>                                    24,547
<TOTAL-COSTS>                            24,547
<OTHER-EXPENSES>                              0
<LOSS-PROVISION>                            518
<INTEREST-EXPENSE>                           34
<INCOME-PRETAX>                           1,886
<INCOME-TAX>                                698
<INCOME-CONTINUING>                       1,188
<DISCONTINUED>                                0
<EXTRAORDINARY>                               0
<CHANGES>                                     0
<NET-INCOME>                              1,188
<EPS-PRIMARY>                              0.06
<EPS-DILUTED>                              0.06)
        
 

</TABLE>


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