Tempur Sealy Reports First Quarter 2014 Results
FIRST QUARTER FINANCIAL SUMMARY
- Earnings per diluted share ("EPS") under U.S. generally accepted accounting principles ("GAAP") in the first quarter of 2014 were
$0.44 compared to GAAP EPS of$0.20 in the first quarter of 2013. The 2013 and 2014 results reflect transaction and integration costs related to the acquisition ofSealy Corporation ("Sealy"). The Company completed its acquisition of Sealy inMarch 2013 , and results for the first quarter of 2013 include Sealy's operations fromMarch 18, 2013 throughMarch 31, 2013 . - Adjusted EPS were
$0.53 in the first quarter of 2014 as compared to adjusted EPS of$0.62 in the first quarter of 2013. - GAAP net income in the first quarter of 2014 was
$27.4 million as compared to GAAP net income of$12.5 million for the first quarter of 2013. The Company reported adjusted net income of$32.6 million for the first quarter of 2014 as compared to adjusted net income of$38.2 million for the first quarter of 2013. For additional information regarding adjusted EPS and adjusted net income (which are non-GAAP measures), please refer to the reconciliations and other information included in the attached schedules. - Total net sales increased 79.9% to
$701.9 million in the first quarter of 2014 from$390.1 million in the first quarter of 2013. The net sales increase was due to a full quarter of Sealy net sales in the first quarter of 2014 of$363.2 million as compared to$46.7 million in the first quarter of 2013, which included the period ofMarch 18, 2013 throughMarch 31, 2013 . - Gross profit margin was 38.4% as compared to 48.3% in the first quarter of 2013. The gross profit margin decreased primarily as a result of the inclusion of a full quarter for the Sealy business, which has lower margins than the
Tempur North America andTempur International segments, as well as changes in product and channel mix and higher new product launch costs, offset partially by geographic mix and lower sourcing costs. - Operating income was
$62.4 million as compared to$44.5 million in the first quarter of 2013. Operating income in the first quarter of 2014 included$7.4 million of integration costs related to the Sealy acquisition. Operating income in the first quarter of 2013 included$16.0 million of transaction and integration costs. The higher operating income reflects a full quarter of Sealy results in the first quarter of 2014. - EBITDA for the first quarter of 2014 was
$85.1 million . Adjusted EBITDA (which is a non-GAAP measure) for the first quarter of 2014 was$91.4 million . - The Company ended the quarter with consolidated funded debt less qualified cash of
$1.8 billion . The ratio of consolidated funded debt less qualified cash to adjusted EBITDA was 4.6 times, calculated in accordance with the Company's senior secured credit facility. For additional information regarding EBITDA, adjusted EBITDA and consolidated funded debt less qualified cash (which are non-GAAP measures) please refer to the reconciliations and other information included in the attached schedules.
Business Segment Highlights
The Company's business segments include
Sealy net sales increased to
Charges and Other Costs
The Company incurred various charges as a result of the Sealy acquisition. Integration costs recorded in the first quarter of 2014 were
Acquisition of Sealy Brand Rights in Continental Europe
The Company today announced it has signed a definitive agreement to acquire the Sealy® brand rights in Continental Europe (excluding the
Financial Guidance
The Company confirmed 2014 guidance for net sales, adjusted EBITDA and adjusted EPS.
The Company currently expects the following for 2014:
- Net sales to range from
$2.800 billion to$2.900 billion - Adjusted EBITDA to range from
$415 million to$435 million - Adjusted EPS to range from
$2.60 to$2.85 per diluted share, including depreciation and amortization of approximately$0.19 per share associated with the Sealy purchase price allocation ("PPA")
The Company noted its expectations are based on information available at the time of this release, and are subject to changing conditions, many of which are outside the Company's control. The Company noted its adjusted EBITDA and adjusted EPS guidance does not include transaction and integration costs related to the Sealy acquisition.
Conference Call Information
Forward-looking Statements
This release contains "forward-looking statements," within the meaning of federal securities laws, which include information concerning one or more of the Company's plans, objectives, goals, strategies, and other information that is not historical information. When used in this release, the words "estimates," "expects," "guidance," "anticipates," "projects," "plans," "proposed," "intends," "believes," and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to the Company's expectations regarding its four key strategic growth initiatives, expectations regarding the Company's net sales, future revenue performance, adjusted EBITDA and adjusted EPS for 2014 and related assumptions, expectations regarding net sales growth rates, margin improvements and the
impact of foreign exchange, and expectations regarding growth opportunities relating to the acquisitions of Sealy brand rights in
Numerous factors, many of which are beyond the Company's control, could cause actual results to differ materially from those expressed as forward-looking statements. These risk factors include risks associated with the Company's capital structure and increased debt level; the ability to successfully integrate Sealy into the Company's operations and realize cost and revenue synergies and other benefits from the transaction; general economic, financial and industry conditions, particularly in the retail sector, as well as consumer confidence and the availability of consumer financing; changes in interest rates; uncertainties arising from global events; the effects of changes in foreign exchange rates on the Company's reported earnings; consumer acceptance of the Company's products; industry competition; the efficiency and effectiveness of the Company's advertising campaigns and other marketing programs; the Company's ability to increase sales productivity within existing retail accounts and to further penetrate the Company's retail channel, including the timing of opening or expanding within large retail accounts and the timing and success of product launches; the Company's ability to expand brand awareness, distribution and new products; the Company's ability to continuously improve and expand its product line, maintain efficient, timely and cost-effective production and delivery of its products, and manage its growth; the effects of strategic investments on the Company's operations; changes in foreign tax rates and changes in tax laws generally, including the ability to utilize tax loss carry forwards; the outcome of various pending tax audits or other tax proceedings; changing commodity costs; and the effect of future legislative or regulatory changes.
There are a number of risks and uncertainties that could cause the Company's actual results to differ materially from the forward-looking statements contained in this report. There are important factors, many of which are beyond the Company's control, that could cause its actual results to differ materially from those expressed as forward-looking statements in this report, including the risk factors discussed under the heading "Risk Factors" under ITEM 1A of Part 1 of our Annual Report on Form 10-K for the year ended
About the Company
| |||||||||
Three Months Ended |
|||||||||
2014 |
2013 |
Chg % | |||||||
Net sales |
$ |
701.9 |
$ |
390.1 |
79.9% | ||||
Cost of sales |
432.4 |
201.7 |
|||||||
Gross profit |
269.5 |
188.4 |
43.0% | ||||||
Selling and marketing expenses |
143.0 |
86.4 |
|||||||
General, administrative and other |
70.3 |
58.7 |
|||||||
Equity income in earnings of unconsolidated affiliates |
(1.7) |
(0.2) |
|||||||
Royalty income, net of royalty expense |
(4.5) |
(1.0) |
|||||||
Operating income |
62.4 |
44.5 |
40.2% | ||||||
Other expense, net: |
|||||||||
Interest expense, net |
22.2 |
27.9 |
|||||||
Other expense, net |
1.0 |
1.5 |
|||||||
Total other expense |
23.2 |
29.4 |
|||||||
Income before income taxes |
39.2 |
15.1 |
159.6% | ||||||
Income tax provision |
(11.5) |
(2.6) |
|||||||
Net income before non-controlling interest |
27.7 |
12.5 |
121.6% | ||||||
Less: Net income attributable to non-controlling interest |
0.3 |
— |
|||||||
Net income attributable to |
$ |
27.4 |
$ |
12.5 |
119.2% | ||||
Earnings per common share: |
|||||||||
Basic |
$ |
0.45 |
$ |
0.21 |
|||||
Diluted |
$ |
0.44 |
$ |
0.20 |
|||||
Weighted average common shares outstanding: |
|||||||||
Basic |
60.7 |
60.0 |
|||||||
Diluted |
61.9 |
61.2 |
| |||||||
|
| ||||||
ASSETS |
(unaudited) |
||||||
Current Assets: |
|||||||
Cash and cash equivalents |
$ |
79.7 |
$ |
81.0 |
|||
Accounts receivable, net |
368.4 |
349.2 |
|||||
Inventories, net |
222.7 |
199.2 |
|||||
Prepaid expenses and other current assets |
59.4 |
53.7 |
|||||
Deferred income taxes |
43.0 |
44.4 |
|||||
Total Current Assets |
773.2 |
727.5 |
|||||
Property, plant and equipment, net |
402.4 |
411.6 |
|||||
Goodwill |
764.4 |
759.6 |
|||||
Other intangible assets, net |
743.7 |
750.1 |
|||||
Deferred income taxes |
10.8 |
10.9 |
|||||
Other non-current assets |
76.9 |
70.2 |
|||||
Total Assets |
$ |
2,771.4 |
$ |
2,729.9 |
|||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|||||||
Current Liabilities: |
|||||||
Accounts payable |
$ |
200.8 |
$ |
191.2 |
|||
Accrued expenses and other current liabilities |
195.4 |
208.4 |
|||||
Deferred income taxes |
0.9 |
0.8 |
|||||
Income taxes payable |
3.8 |
1.5 |
|||||
Current portion of long-term debt |
45.6 |
39.6 |
|||||
Total Current Liabilities |
446.5 |
441.5 |
|||||
Long-term debt |
1,799.7 |
1,796.9 |
|||||
Deferred income taxes |
279.9 |
286.1 |
|||||
Other non-current liabilities |
82.0 |
75.3 |
|||||
Total Liabilities |
2,608.1 |
2,599.8 |
|||||
Redeemable Non-Controlling Interest |
11.8 |
11.5 |
|||||
Total Stockholders' Equity |
151.5 |
118.6 |
|||||
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders' Equity |
$ |
2,771.4 |
$ |
2,729.9 |
| |||||||
Three Months Ended | |||||||
| |||||||
2014 |
2013 |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|||||||
Net income before non-controlling interest |
$ |
27.7 |
$ |
12.5 |
|||
Adjustments to reconcile net income to net cash provided by operating activities: |
|||||||
Depreciation and amortization |
19.9 |
11.2 |
|||||
Amortization of stock-based compensation |
4.1 |
3.5 |
|||||
Amortization of deferred financing costs |
2.3 |
0.4 |
|||||
Write-off of deferred financing costs |
— |
4.7 |
|||||
Bad debt expense |
1.8 |
0.5 |
|||||
Deferred income taxes |
(1.9) |
(41.5) |
|||||
Equity income in earnings of unconsolidated affiliates |
(1.7) |
(0.2) |
|||||
Non cash interest expense on convertible notes |
1.2 |
— |
|||||
Loss on sale of assets |
0.3 |
— |
|||||
Foreign currency adjustments and other |
0.1 |
(0.1) |
|||||
Changes in operating assets and liabilities, net of effect of business acquisitions |
(55.4) |
14.2 |
|||||
Net cash (used in) provided by operating activities |
(1.6) |
5.2 |
|||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|||||||
Acquisition of businesses, net of cash acquired |
— |
(1,265.5) |
|||||
Purchases of property, plant and equipment |
(7.8) |
(5.6) |
|||||
Other |
(0.8) |
0.1 |
|||||
Net cash used in investing activities |
(8.6) |
(1,271.0) |
|||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|||||||
Proceeds from 2012 Credit Agreement |
74.5 |
1,525.0 |
|||||
Repayments of 2012 Credit Agreement |
(66.5) |
(24.1) |
|||||
Proceeds from issuance of Senior Notes |
— |
375.0 |
|||||
Proceeds from 2011 Credit Facility |
— |
46.5 |
|||||
Repayments of 2011 Credit Facility |
— |
(696.5) |
|||||
Proceeds from exercise of stock options |
1.7 |
4.2 |
|||||
Excess tax benefit from stock based compensation |
0.9 |
2.5 |
|||||
Treasury shares repurchased |
(2.2) |
— |
|||||
Payments of deferred financing costs |
— |
(51.5) |
|||||
Other |
0.1 |
(0.3) |
|||||
Net cash provided by financing activities |
8.5 |
1,180.8 |
|||||
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
0.4 |
(2.8) |
|||||
Decrease in cash and cash equivalents |
(1.3) |
(87.8) |
|||||
CASH AND CASH EQUIVALENTS, beginning of period |
81.0 |
179.3 |
|||||
CASH AND CASH EQUIVALENTS, end of period |
$ |
79.7 |
$ |
91.5 |
|||
Supplemental cash flow information: |
|||||||
Cash paid during the period for: |
|||||||
Interest |
$ |
12.3 |
$ |
15.1 |
|||
Income taxes, net of refunds |
$ |
10.2 |
$ |
7.9 |
Summary of Channel Sales
The following table highlights net sales information, by channel and by segment, for the three months ended March 31, 2014 and 2013:
(in millions) |
Consolidated |
|
|
Sealy | |||||||||||||||||||||||||||
Three Months Ended |
Three Months Ended |
Three Months Ended |
Three Months Ended | ||||||||||||||||||||||||||||
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
||||||||||||||||||||||||
Retail |
$ |
643.7 |
$ |
345.7 |
$ |
200.8 |
$ |
207.5 |
$ |
98.3 |
$ |
94.0 |
$ |
344.6 |
$ |
44.2 |
|||||||||||||||
Direct |
30.4 |
27.0 |
9.3 |
14.4 |
16.1 |
11.3 |
5.0 |
1.3 |
|||||||||||||||||||||||
Other |
27.8 |
17.4 |
2.9 |
4.0 |
11.3 |
12.2 |
13.6 |
1.2 |
|||||||||||||||||||||||
$ |
701.9 |
$ |
390.1 |
$ |
213.0 |
$ |
225.9 |
$ |
125.7 |
$ |
117.5 |
$ |
363.2 |
$ |
46.7 |
Summary of Product Sales
The following table highlights net sales information, by product and by segment, for the three months ended March 31, 2014 and 2013:
(in millions) |
Consolidated |
|
|
Sealy | |||||||||||||||||||||||||||
Three Months Ended |
Three Months Ended |
Three Months Ended |
Three Months Ended | ||||||||||||||||||||||||||||
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
||||||||||||||||||||||||
Bedding |
$ |
636.0 |
$ |
338.6 |
$ |
199.5 |
$ |
204.6 |
$ |
95.2 |
$ |
89.3 |
$ |
341.3 |
$ |
44.7 |
|||||||||||||||
Other products |
65.9 |
51.5 |
13.5 |
21.3 |
30.5 |
28.2 |
21.9 |
2.0 |
|||||||||||||||||||||||
$ |
701.9 |
$ |
390.1 |
$ |
213.0 |
$ |
225.9 |
$ |
125.7 |
$ |
117.5 |
$ |
363.2 |
$ |
46.7 |
Reconciliation of Non-GAAP Measures
(in millions, except per common share amounts)
The Company provides information regarding adjusted net income, adjusted earnings per share, earnings before interest, taxes, depreciation, and amortization ("EBITDA"), adjusted EBITDA, and consolidated funded debt and consolidated funded debt less qualified cash, which are not recognized terms under GAAP and do not purport to be alternatives to net income as a measure of operating performance or total debt. A reconciliation of adjusted net income and adjusted earnings per share is provided below. Management believes that the use of these non-GAAP financial measures provides investors with additional useful information with respect to the impact of various costs associated with the Sealy acquisition. A reconciliation of EBITDA and adjusted EBITDA to the Company's net income and a reconciliation of total debt to consolidated funded debt and consolidated funded debt less qualified cash are also provided below. Management believes that the use of EBITDA, adjusted EBITDA, consolidated funded debt and consolidated funded debt less qualified cash also provides investors with useful information with respect to the terms of the Company's senior secured credit facility and the Company's compliance with key financial covenants. Because not all companies use identical calculations, these presentations may not be comparable to other similarly titled measures of other companies.
Reconciliation of GAAP net income to adjusted net income
The following table sets forth the reconciliation of the Company's reported GAAP net income for the three months ended March 31, 2014 and 2013 to the calculation of adjusted net income for the three months ended March 31, 2014 and 2013:
(in millions, except per share amounts) |
Three Months Ended |
Three Months Ended | |||||
GAAP net income |
27.4 |
$ |
12.5 |
||||
Plus: |
|||||||
Transaction costs, net of tax (1) |
— |
8.2 |
|||||
Integration costs, net of tax (1) |
5.2 |
2.9 |
|||||
Interest expense and financing costs, net of tax (2) |
— |
13.9 |
|||||
Inventory step-up, net of tax (3) |
— |
2.2 |
|||||
Adjustment of taxes to normalized rate (4) |
— |
(1.5) |
|||||
Adjusted net income |
32.6 |
$ |
38.2 |
||||
Earnings per share, diluted |
$ |
0.44 |
$ |
0.20 |
|||
Transaction costs, net of tax (1) |
— |
0.13 |
|||||
Integration costs, net of tax (1) |
0.09 |
0.05 |
|||||
Interest expense and financing costs, net of tax (2) |
— |
0.23 |
|||||
Inventory step-up, net of tax (3) |
— |
0.04 |
|||||
Adjustment of taxes to normalized rate (4) |
— |
(0.03) |
|||||
Adjusted earnings per share, diluted |
$ |
0.53 |
$ |
0.62 |
|||
Diluted shares outstanding |
61.9 |
61.2 |
(1) Transaction and integration represents costs, including legal fees, professional fees and other charges to align the businesses related to the Sealy acquisition.
(2) Interest expense represents certain costs incurred related to the Sealy acquisition. This includes: interest on the Company's 6.875% Senior Notes due 2020, for the period prior to
(3) Inventory step-up represents the reversal of the fair value adjustment associated with the Sealy acquisition.
(4) Adjustment of taxes to normalized rate represents adjustments associated with the tax impacts of transaction costs.
Reconciliation of GAAP net income to EBITDA and adjusted EBITDA
The following table sets forth the reconciliation of the Company's reported GAAP net income to the calculation of EBITDA and adjusted EBITDA for the three months ended March 31, 2014:
(in millions) |
Three Months Ended | ||
GAAP net income |
$ |
27.4 |
|
Interest expense |
22.2 |
||
Income taxes |
11.5 |
||
Depreciation & amortization |
24.0 |
||
EBITDA |
$ |
85.1 |
|
Adjustments for financial covenant purposes: |
|||
Integration costs |
6.3 |
||
Adjusted EBITDA |
$ |
91.4 |
The following table sets forth the reconciliation of the Company's reported GAAP net income to the calculation of EBITDA and adjusted EBITDA for the twelve months ended
(in millions) |
Twelve Months Ended | ||
GAAP net income |
$ |
93.5 |
|
Interest expense |
105.1 |
||
Income taxes |
58.0 |
||
Depreciation & amortization |
100.7 |
||
EBITDA |
$ |
357.3 |
|
Adjustments for financial covenant purposes: |
|||
Transaction costs |
6.9 |
||
Integration costs |
31.1 |
||
Adjusted EBITDA |
$ |
395.3 |
This information is presented solely for the purpose of providing information to investors regarding the Company's compliance with certain financial covenants in its senior secured credit facility that are based on adjusted EBITDA.
Reconciliation of long-term debt to consolidated funded debt less qualified cash
The following table sets forth the reconciliation of the Company's reported debt to the calculation of consolidated funded debt less qualified cash as of March 31, 2014. "Consolidated funded debt" and "qualified cash" are terms used in the Company's senior secured credit facility for purposes of certain financial covenants.
(in millions) |
As of | ||
Total debt |
$ |
1,845.3 |
|
Plus: |
|||
Letters of credit outstanding |
20.9 |
||
Consolidated funded debt |
1,866.2 |
||
Less: |
|||
Domestic qualified cash (1) |
33.0 |
||
Foreign qualified cash (1) |
28.0 |
||
Consolidated funded debt less qualified cash |
$ |
1,805.2 |
(1) Qualified cash as defined in the credit agreement equals 100.0% of unrestricted domestic cash plus 60.0% of unrestricted foreign cash. For purposes of calculating leverage ratios, qualified cash is capped at
Calculation of consolidated funded debt less qualified cash to Adjusted EBITDA
(in millions) |
As of | |||
Consolidated funded debt less qualified cash |
$ |
1,805.2 |
||
Adjusted EBITDA |
395.3 |
|||
4.6 times |
(1) |
(1) The ratio of consolidated debt less qualified cash to adjusted EBITDA was 4.6 times, within our covenant, which requires this ratio be less than 5.00 times from
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