Tempur Sealy Reports Second Quarter 2015 Results
SECOND QUARTER 2015 FINANCIAL SUMMARY
- Total net sales increased 6.9% to
$764.4 million from$715.0 million in the second quarter of 2014. On a constant currency basis(1), total net sales increased 10.9%, with double digit growth in both theNorth America and International business segments. - Gross margin under U.S. generally accepted accounting principles ("GAAP") was 38.9% as compared to 37.5% in the second quarter of 2014. Adjusted gross margin(1) was 39.4% as compared to 37.6% in the second quarter of 2014, driven by solid improvement in gross margin of the
North America business segment. - Earnings before interest, tax, depreciation and amortization ("EBITDA")(1) increased 46.8% to
$76.5 million as compared to$52.1 million for the second quarter of 2014. Adjusted EBITDA(1) increased 16.2% to$90.3 million as compared to$77.7 million for the second quarter of 2014. - GAAP operating income was
$52.0 million as compared to$50.3 million in the second quarter of 2014. Operating income included$6.7 million of integration costs and$11.7 million of additional costs related to the Company's 2015 Annual Meeting of Stockholders ("2015 Annual Meeting") and related issues, the CEO transition and related retention compensation. Operating income in the second quarter of 2014 included$5.6 million of integration costs. Adjusted operating income(1) was$70.4 million , or 9.2% of net sales, as compared to$55.9 million , or 7.8% of net sales in the second quarter of 2014. - GAAP net income increased to
$21.2 million as compared to GAAP net loss of$(2.2) million in the second quarter of 2014, which included a$20.4 million loss on the disposal of the Company's innerspring component production facilities recorded in the second quarter of 2014. The Company reported adjusted net income(1) of$33.3 million as compared to adjusted net income of$24.0 million in the second quarter of 2014, an increase of 38.8%. On a constant currency basis, adjusted net income increased 49.2%. - GAAP Earnings per diluted share ("EPS") increased to
$0.34 as compared to$(0.04) in the second quarter of 2014. Adjusted EPS(1) increased 35.9% to$0.53 as compared to adjusted EPS of$0.39 in the second quarter of 2014. On a constant currency basis, adjusted EPS increased 46.2%. - The Company ended the second quarter of 2015 with consolidated funded debt less qualified cash(1) of
$1.6 billion . The ratio of consolidated funded debt less qualified cash to EBITDA, calculated in accordance with the Company's senior secured credit facility,(1) was 3.83 times.
Business Segment Highlights
The Company's business segments include
International net sales decreased 2.2% to
International adjusted operating margin(1) was 18.1% as compared to 19.0% in the second quarter of 2014. The decline in International adjusted operating margin was primarily the result of a decline in adjusted gross margin(1) of 140 basis points, which declined primarily as a result of higher mix of Sealy brand sales.
Corporate GAAP operating loss increased 59.2% to
Corporate adjusted operating loss(1) increased 11.5% to
Non-GAAP Financial Measures and Constant Currency Information. For additional information regarding adjusted EPS, adjusted net income, adjusted gross profit, adjusted gross margin, adjusted operating income (loss), adjusted operating margin, EBITDA, adjusted EBITDA, EBITDA calculated in accordance with the Company's senior secured credit facility, consolidated funded debt, and consolidated funded debt less qualified cash (all of which are non-GAAP financial measures), please refer to the reconciliations and other information included in the attached schedules. For information on the methodology used to present information on a constant currency basis, please refer to "Constant Currency Information" at the end of this press release.
Recent Developments
As announced in a separate press release today, the Company has appointed
Financial Guidance
For the full year 2015, the Company currently expects:
- Net sales to range from
$3.125 billion to$3.175 billion - Adjusted EPS to range from
$3.00 to$3.20 per diluted share
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 EPS guidance does not include integration costs related to the Sealy acquisition, redemption value adjustments on the Company's redeemable non-controlling interest, additional costs related to the Company's 2015 Annual Meeting and related issues, the CEO transition and related retention compensation.
Conference Call Information
Forward-looking Statements
This press release contains "forward-looking statements," within the meaning of the 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 net sales and adjusted EPS for 2015 and performance generally for 2015 and subsequent years. All forward looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct.
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
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 press release. 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 press release, 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
|
|||||||||||||||||||
Condensed Consolidated Statements of Income |
|||||||||||||||||||
(in millions, except per common share amounts) |
|||||||||||||||||||
(unaudited) |
|||||||||||||||||||
Three Months Ended |
Six Months Ended |
||||||||||||||||||
|
Chg % |
|
Chg % | ||||||||||||||||
2015 |
2014 |
2015 |
2014 |
||||||||||||||||
Net sales |
$ |
764.4 |
$ |
715.0 |
6.9% |
$ |
1,503.9 |
$ |
1,416.9 |
6.1% | |||||||||
Cost of sales |
466.9 |
446.7 |
927.7 |
879.1 |
|||||||||||||||
Gross profit |
297.5 |
268.3 |
10.9% |
576.2 |
537.8 |
7.1% | |||||||||||||
Selling and marketing expenses |
168.6 |
155.2 |
322.4 |
298.2 |
|||||||||||||||
General, administrative and other expenses |
85.1 |
69.5 |
162.8 |
139.8 |
|||||||||||||||
Equity income in earnings of unconsolidated affiliates |
(3.4) |
(2.1) |
(6.4) |
(3.8) |
|||||||||||||||
Royalty income, net of royalty expense |
(4.8) |
(4.6) |
(9.0) |
(9.1) |
|||||||||||||||
Operating income |
52.0 |
50.3 |
3.4% |
106.4 |
112.7 |
(5.6)% | |||||||||||||
Other expense, net: |
|||||||||||||||||||
Interest expense, net |
20.5 |
23.0 |
40.9 |
45.2 |
|||||||||||||||
Loss on disposal, net |
— |
20.4 |
— |
20.4 |
|||||||||||||||
Other expense (income), net |
2.2 |
(0.5) |
0.9 |
0.5 |
|||||||||||||||
Total other expense |
22.7 |
42.9 |
41.8 |
66.1 |
|||||||||||||||
Income before income taxes |
29.3 |
7.4 |
295.9% |
64.6 |
46.6 |
38.6% | |||||||||||||
Income tax provision |
(8.3) |
(9.8) |
(18.6) |
(21.3) |
|||||||||||||||
Net income (loss) before non-controlling interest |
21.0 |
(2.4) |
975.0% |
46.0 |
25.3 |
81.8% | |||||||||||||
Less: Net (loss) income attributable to non-controlling interest (1),(2) |
(0.2) |
(0.2) |
1.4 |
0.1 |
|||||||||||||||
Net income (loss) attributable to |
$ |
21.2 |
$ |
(2.2) |
1,063.6% |
$ |
44.6 |
$ |
25.2 |
77.0% | |||||||||
Earnings per common share: |
|||||||||||||||||||
Basic |
$ |
0.35 |
$ |
(0.04) |
$ |
0.73 |
$ |
0.41 |
|||||||||||
Diluted |
$ |
0.34 |
$ |
(0.04) |
$ |
0.72 |
$ |
0.41 |
|||||||||||
Weighted average common shares outstanding: |
|||||||||||||||||||
Basic |
61.3 |
60.8 |
61.1 |
60.8 |
|||||||||||||||
Diluted |
62.4 |
60.8 |
62.3 |
61.9 |
(1) |
Loss attributable to the Company's redeemable non-controlling interest in |
(2) |
The Company recorded a |
| |||||||
Condensed Consolidated Balance Sheet | |||||||
(in millions) | |||||||
|
| ||||||
ASSETS |
(unaudited) |
||||||
Current Assets: |
|||||||
Cash and cash equivalents |
$ |
35.4 |
$ |
62.5 |
|||
Accounts receivable, net |
424.7 |
385.8 |
|||||
Inventories, net |
231.8 |
217.2 |
|||||
Income taxes receivable |
8.6 |
— |
|||||
Prepaid expenses and other current assets |
61.9 |
56.5 |
|||||
Deferred income taxes |
51.2 |
44.4 |
|||||
Total Current Assets |
813.6 |
766.4 |
|||||
Property, plant and equipment, net |
358.6 |
355.6 |
|||||
Goodwill |
722.0 |
736.5 |
|||||
Other intangible assets, net |
712.3 |
727.1 |
|||||
Deferred income taxes |
9.2 |
8.6 |
|||||
Other non-current assets |
101.2 |
68.4 |
|||||
Total Assets |
$ |
2,716.9 |
$ |
2,662.6 |
|||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|||||||
Current Liabilities: |
|||||||
Accounts payable |
$ |
261.5 |
$ |
226.4 |
|||
Accrued expenses and other current liabilities |
247.5 |
233.3 |
|||||
Deferred income taxes |
0.2 |
0.2 |
|||||
Income taxes payable |
— |
12.0 |
|||||
Current portion of long-term debt |
66.0 |
66.4 |
|||||
Total Current Liabilities |
575.2 |
538.3 |
|||||
Long-term debt |
1,510.0 |
1,535.9 |
|||||
Deferred income taxes |
249.3 |
258.8 |
|||||
Other non-current liabilities |
115.1 |
114.3 |
|||||
Total Liabilities |
2,449.6 |
2,447.3 |
|||||
Redeemable Non-Controlling Interest |
14.6 |
12.6 |
|||||
Total Stockholders' Equity |
252.7 |
202.7 |
|||||
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders' Equity |
$ |
2,716.9 |
$ |
2,662.6 |
| |||||||
Condensed Consolidated Statements of Cash Flows | |||||||
(in millions) | |||||||
(unaudited) | |||||||
Six Months Ended | |||||||
| |||||||
2015 |
2014 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|||||||
Net income before non-controlling interest |
$ |
46.0 |
$ |
25.3 |
|||
Adjustments to reconcile net income to net cash provided by operating activities: |
|||||||
Depreciation and amortization |
36.6 |
40.1 |
|||||
Amortization of stock-based compensation |
11.7 |
5.4 |
|||||
Amortization of deferred financing costs |
4.5 |
4.6 |
|||||
Bad debt expense |
3.0 |
3.9 |
|||||
Deferred income taxes |
(14.7) |
(17.0) |
|||||
Dividends received from unconsolidated affiliates |
1.9 |
— |
|||||
Equity income in earnings of unconsolidated affiliates |
(6.4) |
(3.8) |
|||||
Non-cash interest expense on 8.0% Sealy Notes |
2.6 |
2.5 |
|||||
Loss on sale of assets |
0.8 |
— |
|||||
Foreign currency adjustments and other |
2.4 |
0.1 |
|||||
Loss on disposal of business |
— |
20.4 |
|||||
Changes in operating assets and liabilities |
(87.3) |
(9.1) |
|||||
Net cash provided by operating activities |
1.1 |
72.4 |
|||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|||||||
Proceeds from disposition of business and other |
7.2 |
46.3 |
|||||
Purchases of property, plant and equipment |
(34.0) |
(16.9) |
|||||
Other |
(0.1) |
(2.1) |
|||||
Net cash (used in) provided by investing activities |
(26.9) |
27.3 |
|||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|||||||
Proceeds from borrowings under long-term debt obligations |
283.0 |
106.5 |
|||||
Repayments of borrowings under long-term debt obligations |
(311.5) |
(169.1) |
|||||
Proceeds from exercise of stock options |
10.5 |
3.5 |
|||||
Excess tax benefit from stock-based compensation |
14.7 |
1.5 |
|||||
Treasury shares repurchased |
(1.2) |
(2.2) |
|||||
Other |
(1.2) |
0.2 |
|||||
Net cash used in financing activities |
(5.7) |
(59.6) |
|||||
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
4.4 |
0.4 |
|||||
(Decrease) increase in cash and cash equivalents |
(27.1) |
40.5 |
|||||
CASH AND CASH EQUIVALENTS, beginning of period |
62.5 |
81.0 |
|||||
CASH AND CASH EQUIVALENTS, end of period |
$ |
35.4 |
$ |
121.5 |
Summary of Channel Sales
The following table highlights net sales information, by channel and by segment, for the three months ended June 30, 2015 and 2014:
Consolidated |
|
International | |||||||||||||||||||||
(in millions) |
Three Months Ended |
Three Months Ended |
Three Months Ended | ||||||||||||||||||||
2015 |
2014 |
2015 |
2014 |
2015 |
2014 | ||||||||||||||||||
Retail(1) |
$ |
703.7 |
$ |
655.4 |
$ |
608.3 |
$ |
552.9 |
$ |
95.4 |
$ |
102.5 |
|||||||||||
Other(2) |
60.7 |
59.6 |
22.0 |
25.0 |
38.7 |
34.6 |
|||||||||||||||||
$ |
764.4 |
$ |
715.0 |
$ |
630.3 |
$ |
577.9 |
$ |
134.1 |
$ |
137.1 |
(1) |
The Retail channel includes furniture and bedding retailers, department stores, specialty retailers and warehouse clubs. |
(2) |
The Other channel includes direct-to-consumer, third party distributors, hospitality and healthcare customers. |
Summary of Product Sales
The following table highlights net sales information, by product and by segment, for the three months ended June 30, 2015 and 2014:
Consolidated |
|
International | |||||||||||||||||||||
(in millions) |
Three Months Ended |
Three Months Ended |
Three Months Ended | ||||||||||||||||||||
2015 |
2014 |
2015 |
2014 |
2015 |
2014 | ||||||||||||||||||
Bedding(1) |
$ |
711.4 |
$ |
657.4 |
$ |
604.8 |
$ |
547.9 |
$ |
106.6 |
$ |
109.5 |
|||||||||||
Other(2) |
53.0 |
57.6 |
25.5 |
30.0 |
27.5 |
27.6 |
|||||||||||||||||
$ |
764.4 |
$ |
715.0 |
$ |
630.3 |
$ |
577.9 |
$ |
134.1 |
$ |
137.1 |
(1) |
Bedding products include mattresses, foundations, and adjustable foundations. |
(2) |
Other products include pillows and various other comfort products. |
Reconciliation of Non-GAAP Measures
(in millions, except percentages and per common share amounts)
The Company provides information regarding adjusted net income, adjusted EPS, adjusted gross profit, adjusted gross margin, adjusted operating income (loss), adjusted operating margin, EBITDA, EBITDA in accordance with the Company's senior secured credit facility, adjusted EBITDA, 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 and earnings per share as a measure of operating performance or total debt. Because not all companies use identical calculations, these presentations may not be comparable to other similarly titled measures of other companies.
Adjusted Net Income and Adjusted EPS
A reconciliation of GAAP net income to adjusted net income and GAAP EPS to adjusted EPS 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 integration costs associated with the acquisition of
Adjusted Gross Profit and Gross Margin and Adjusted Operating Income (Loss) and Operating Margin
A reconciliation of GAAP gross profit and gross margin to adjusted gross profit and gross margin, respectively, and GAAP operating income (loss) and operating margin to adjusted operating income (loss) and operating margin, respectively, is provided below. Management believes that the use of these non-GAAP financial measures provides investors with additional useful information with respect to the Company's gross profit, operating income and margin performance excluding the impact of various integration costs associated with the Sealy Acquisition, including the transition of manufacturing facilities in
EBITDA and Adjusted EBITDA
A reconciliation of the Company's GAAP net income to EBITDA and adjusted EBITDA are provided below. Management believes that the use of EBITDA and adjusted EBITDA also provides investors with useful information with respect to the Company's performance excluding the impact of various integration costs associated with the Sealy Acquisition, including the transition of manufacturing facilities in
EBITDA in accordance with the Company's senior secured credit facility, Funded debt and Funded debt less qualified cash
A reconciliation of the Company's GAAP net income to EBITDA in accordance with the Company's senior secured credit facility (which the Company may refer to as "EBITDA for covenant compliance purposes") and a reconciliation of total debt to consolidated funded debt and consolidated funded debt less qualified cash are provided below. Management believes that presenting these non-GAAP measures 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.
Reconciliation of GAAP net income to adjusted net income and GAAP EPS to adjusted EPS
The following table sets forth the reconciliation of the Company's GAAP net income and EPS for the three months ended June 30, 2015 and 2014 to the calculation of adjusted net income and adjusted EPS for the three months ended June 30, 2015 and 2014:
Three Months Ended |
Three Months Ended | ||||||
(in millions, except per share amounts) |
|
| |||||
GAAP net income (loss) |
$ |
21.2 |
$ |
(2.2) |
|||
Plus: |
|||||||
CEO transition, net of tax (1) |
4.9 |
— |
|||||
Integration costs, net of tax (2) |
4.7 |
3.4 |
|||||
2015 Annual Meeting costs, net of tax (3) |
2.9 |
— |
|||||
Executive retention compensation, net of tax (4) |
0.3 |
— |
|||||
Loss on disposal of business, net of tax (5) |
— |
14.7 |
|||||
Redemption value adjustment on redeemable non-controlling interest, net of tax (6) |
(0.1) |
— |
|||||
Adjustment of income taxes to normalized rate (7) |
(0.6) |
8.1 |
|||||
Adjusted net income |
$ |
33.3 |
$ |
24.0 |
|||
GAAP earnings per share, diluted |
$ |
0.34 |
$ |
(0.04) |
|||
Plus: |
|||||||
CEO transition, net of tax (1) |
0.08 |
— |
|||||
Integration costs, net of tax (2) |
0.07 |
0.05 |
|||||
2015 Annual Meeting costs, net of tax (3) |
0.05 |
— |
|||||
Loss on disposal of business, net of tax (5) |
— |
0.25 |
|||||
Adjustment of income taxes to normalized rate (7) |
(0.01) |
0.13 |
|||||
Adjusted earnings per share, diluted |
$ |
0.53 |
$ |
0.39 |
|||
Diluted shares outstanding |
62.4 |
62.0 |
(1) |
CEO transition represents severance and related benefits costs associated with the transition of the Company's CEO. Excluding the tax effect, the CEO transition cost is |
(2) |
Integration costs represents costs, including legal fees, professional fees, compensation costs and other charges related to the transition of manufacturing facilities, and other costs related to the continued alignment of the |
(3) |
Other costs represent additional costs related to the Company's 2015 Annual Meeting and related issues. Excluding the tax effect, the other costs are |
(4) |
Executive retention compensation represents costs associated with the retention of certain members of senior management related to the CEO transition. Excluding the tax effect, the executive retention compensation cost is |
(5) |
Loss on disposal of business represents costs associated with the disposition of the three Sealy U.S. innerspring component production facilities and related equipment. Excluding the tax effect, the loss on disposal of business is |
(6) |
Redemption value adjustment on redeemable non-controlling interest represents a |
(7) |
Adjustment of income taxes to normalized rate represents adjustments associated with the aforementioned items and other discrete income tax events. |
Reconciliation of GAAP gross profit and margin to adjusted gross profit and margin and GAAP operating income (loss) and margin to adjusted operating income (loss) and margin
The following table sets forth the reconciliation of the Company's reported GAAP gross profit and operating income (loss) to the calculation of adjusted gross profit and operating income (loss) for the three months ended
2Q 2015 | ||||||||||||||||||||||||
(in millions, except percentages) |
Consolidated |
Margin |
North America (1) |
Margin |
International (2) |
Margin |
Corporate (3) | |||||||||||||||||
Net sales |
$ |
764.4 |
$ |
630.3 |
$ |
134.1 |
— |
|||||||||||||||||
Gross profit |
297.5 |
38.9% |
227.4 |
36.1% |
70.1 |
52.3% |
— |
|||||||||||||||||
Adjustments |
3.5 |
3.4 |
0.1 |
— |
||||||||||||||||||||
Adjusted gross profit |
301.0 |
39.4% |
230.8 |
36.6% |
70.2 |
52.3% |
— |
|||||||||||||||||
Operating income (loss) |
52.0 |
6.8% |
64.6 |
10.2% |
23.7 |
17.7% |
(36.3) |
|||||||||||||||||
Adjustments |
18.4 |
5.7 |
0.6 |
12.1 |
||||||||||||||||||||
Adjusted operating income (loss)(4) |
$ |
70.4 |
9.2% |
$ |
70.3 |
11.2% |
$ |
24.3 |
18.1% |
$ |
(24.2) |
|||||||||||||
(1) |
Adjustments for the |
(2) |
Adjustments for the International business segment represent integration costs incurred in connection with the introduction of Sealy products in certain international markets. |
(3) |
Adjustments for Corporate represent integration costs which include legal fees, professional fees and other charges to align the business related to the Sealy Acquisition, costs related to the Company's 2015 Annual Meeting and related issues, CEO transition and related retention compensation. |
(4) |
The adjusted contribution margin for 2Q is 29%, computed by taking the change in adjusted operating income divided by the change in net sales. |
The following table sets forth the reconciliation of the Company's reported GAAP gross profit and operating income (loss) to the calculation of adjusted gross profit and operating income (loss) for the three months ended
2Q 2014 | ||||||||||||||||||||||||
(in millions, except percentages) |
Consolidated |
Margin |
North America (1) |
Margin |
International (2) |
Margin |
Corporate (3) | |||||||||||||||||
Net sales |
$ |
715.0 |
$ |
577.9 |
$ |
137.1 |
— |
|||||||||||||||||
Gross profit |
268.3 |
37.5 |
% |
194.7 |
33.7 |
% |
73.6 |
53.7 |
% |
— |
||||||||||||||
Adjustments |
0.7 |
0.7 |
— |
— |
||||||||||||||||||||
Adjusted gross profit |
269.0 |
37.6 |
% |
195.4 |
33.8 |
% |
73.6 |
53.7 |
% |
— |
||||||||||||||
Operating income (loss) |
50.3 |
7.0 |
% |
48.8 |
8.4 |
% |
24.3 |
17.7 |
% |
(22.8) |
||||||||||||||
Adjustments |
5.6 |
2.8 |
1.7 |
1.1 |
||||||||||||||||||||
Adjusted operating income (loss) |
$ |
55.9 |
7.8 |
% |
$ |
51.6 |
8.9 |
% |
$ |
26.0 |
19.0 |
% |
$ |
(21.7) |
||||||||||
(1) |
Adjustments for the |
(2) |
Adjustments for the International business segment represent integration costs incurred in connection with the introduction of Sealy products in certain international markets. |
(3) |
Adjustments for Corporate represent integration costs which include legal fees, professional fees and other charges to align the business related to the Sealy Acquisition. |
Reconciliation of GAAP net income to EBITDA, EBITDA in accordance with the Company's senior secured credit facility and adjusted EBITDA
The following table sets forth the reconciliation of the Company's reported GAAP net income to the calculation of EBITDA, EBITDA in accordance with the Company's senior secured credit facility and adjusted EBITDA for the three months ended June 30, 2015 and 2014:
Three Months Ended |
Three Months Ended | ||||||
(in millions) |
|
| |||||
GAAP net income (loss) |
$ |
21.2 |
$ |
(2.2) |
|||
Interest expense |
20.5 |
23.0 |
|||||
Income taxes |
8.3 |
9.8 |
|||||
Depreciation & amortization |
26.5 |
21.5 |
|||||
EBITDA |
$ |
76.5 |
$ |
52.1 |
|||
Adjustments for financial covenant purposes: |
|||||||
Integration costs(1) |
6.7 |
5.2 |
|||||
Loss on disposal of business(2) |
— |
20.4 |
|||||
Redemption value adjustment on redeemable non-controlling interest, net of tax(3) |
(0.1) |
— |
|||||
EBITDA in accordance with the Company's senior secured credit facility |
$ |
83.1 |
$ |
77.7 |
|||
Additional adjustments: |
|||||||
2015 Annual Meeting costs(4) |
4.2 |
— |
|||||
CEO transition(5) |
2.6 |
— |
|||||
Executive retention compensation(6) |
0.4 |
— |
|||||
Adjusted EBITDA |
$ |
90.3 |
$ |
77.7 |
(1) |
Integration costs represents costs, including legal fees, professional fees, compensation costs and other charges related to the transition of manufacturing facilities, and other costs related to the continued alignment of the |
(2) |
Loss on disposal of business represents costs associated with the disposition of the three Sealy U.S. innerspring component production facilities and related equipment. |
(3) |
Redemption value adjustment on redeemable non-controlling interest represents a |
(4) |
Other costs represent additional costs related to the Company's 2015 Annual Meeting and related issues. |
(5) |
CEO transition represents certain cash costs related to severance and related benefits associated with the transition of the Company's CEO. The total CEO transition cost is |
(6) |
Executive retention compensation represents costs associated with the retention of certain members of senior management related to the CEO transition. |
The following table sets forth the reconciliation of the Company's net income to the calculations of EBITDA, EBITDA in accordance with the Company's senior secured credit facility and adjusted EBITDA for the twelve months ended
Twelve Months Ended | ||||
(in millions) |
| |||
Net income |
$ |
128.3 |
||
Interest expense |
87.6 |
|||
Income taxes |
62.2 |
|||
Depreciation & amortization |
92.5 |
|||
EBITDA |
$ |
370.6 |
||
Adjustments for financial covenant purposes: |
||||
Integration costs (1) |
47.0 |
|||
Loss on disposal of business (2) |
2.8 |
|||
Financing costs (3) |
1.3 |
|||
Redemption value adjustment on redeemable non-controlling interest, net of tax (4) |
0.9 |
|||
Other (5) |
(13.5) |
|||
EBITDA in accordance with the Company's senior secured credit facility |
$ |
409.1 |
||
Additional adjustments: |
||||
2015 Annual Meeting costs (6) |
4.2 |
|||
CEO transition (7) |
2.6 |
|||
Executive retention compensation (8) |
0.4 |
|||
Adjusted EBITDA |
$ |
416.3 |
(1) |
Integration costs represents costs, including legal fees, professional fees, compensation costs and other charges related to the transition of manufacturing facilities, and other costs related to the continued alignment of the |
(2) |
Loss on disposal of business represents costs associated with the disposition of the three Sealy U.S. innerspring component production facilities and related equipment. |
(3) |
Financing costs represent costs incurred in connection with the amendment of our senior secured credit facility. |
(4) |
Redemption value adjustment on redeemable non-controlling interest represents a |
(5) |
Other includes income from certain other non-recurring items, including income from a partial settlement of a legal dispute, as well as additional costs related to the Company's 2015 Annual Meeting and related issues. |
(6) |
Other costs represent additional costs related to the Company's 2015 Annual Meeting and related issues. |
(7) |
CEO transition represents certain cash costs related to severance and related benefits associated with the transition of the Company's CEO. The total CEO transition cost is |
(8) |
Executive retention compensation represents costs associated with the retention of certain members of senior management related to the CEO transition. |
Reconciliation of total debt to consolidated funded debt less qualified cash
The following table sets forth the reconciliation of the Company's reported total debt to the calculation funded debt less qualified cash as of
(in millions) |
As of | ||
Total debt |
$ |
1,576.0 |
|
Plus: |
|||
Letters of credit outstanding |
17.3 |
||
Consolidated funded debt |
$ |
1,593.3 |
|
Less: |
|||
Domestic qualified cash (1) |
9.0 |
||
Foreign qualified cash (1) |
15.9 |
||
Consolidated funded debt less qualified cash |
$ |
1,568.4 |
(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 EBITDA in accordance with the Company's senior secured credit facility
($ in millions) |
As of |
|||
Consolidated funded debt less qualified cash |
$ |
1,568.4 |
||
EBITDA in accordance with the Company's senior secured credit facility |
409.1 |
|||
3.83 |
times |
(1) |
(1) |
The ratio of consolidated debt less qualified cash to adjusted EBITDA was 3.83 times, within the Company's financial covenant under its senior secured credit facility, which requires this ratio be less than 4.75 times at |
Constant Currency Information
In this press release the Company refers to, and in other press releases and other communications with investors the Company may refer to, net sales or earnings or other historical financial information on a "constant currency basis", which is a non-GAAP financial measure. These references to constant currency basis do not include operational impacts that could result from fluctuations in foreign currency rates. To provide information on a constant currency basis, the applicable financial results are adjusted based on a simple mathematical model that translates current period results in local currency using the comparable prior year period's currency conversion rate. This approach is used for countries where the functional currency is the local country currency. This information is provided so that certain financial results can be viewed without the impact of fluctuations in foreign currency rates, thereby facilitating period-to-period comparisons of business performance.
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