Tempur Sealy Reports Third Quarter 2013 Results
THIRD QUARTER FINANCIAL SUMMARY
- Earnings per diluted share ("EPS") under U.S. generally accepted accounting principles ("GAAP") in the third quarter of 2013 were
$0.65 compared to GAAP EPS of ($0.03 ) in the third quarter of 2012. The 2013 results reflect transaction and integration costs related to the acquisition ofSealy Corporation ("Sealy") and interest fees related to the Company's refinancing of its Term A Facility under its senior secured credit facility. The 2012 loss reflects tax charges related to the Sealy acquisition. - Adjusted EPS were
$0.73 in the third quarter of 2013 as compared to adjusted EPS of$0.70 in the third quarter of 2012. The Company completed its acquisition of Sealy inMarch 2013 , and results for 2012 do not include Sealy. - GAAP net income in the third quarter of 2013 was
$40.2 million as compared to a GAAP net loss of$2.0 million for the third quarter of 2012. The Company reported adjusted net income of$44.9 million for the third quarter of 2013 as compared to adjusted net income of$42.3 million for the third quarter of 2012. 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 111.4% to
$735.5 million in the third quarter of 2013 from$347.9 million in the third quarter of 2012. The net sales increase was due to the inclusion of$389.9 million of Sealy net sales for the third quarter of 2013. - Gross profit margin was 40.6% as compared to 49.2% in the third quarter of 2012. The gross profit margin decreased primarily as a result of the inclusion of Sealy, which has lower margins than the
Tempur North America andTempur International segments, and changes in product mix, offset partially by lower sourcing costs. - Operating income was
$81.2 million as compared to$63.4 million in the third quarter of 2012. Operating income in the third quarter of 2013 included$8.5 million of transaction and integration costs related to the Sealy acquisition. The higher operating income reflects the inclusion of Sealy. - Adjusted EBITDA (which is a non-GAAP measure) for the third quarter of 2013 was
$115.5 million . EBITDA (which is a non-GAAP measure) for the third quarter of 2012 was$69.3 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 4.3 times, calculated on a combined basis forTempur-Pedic and Sealy in accordance with the Company's new 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 for the third quarter of 2013 were
Charges and Other Costs
The Company incurred various charges as a result of the Sealy acquisition. Transaction costs recorded in the third quarter of 2013 were
Financial Guidance
The Company confirmed its full year 2013 financial guidance.
The following guidance commentary reflects current expectations with respect to a full year of
- Net sales to range from
$2.425 billion to$2.450 billion - Adjusted EBITDA to range from
$370 million to$385 million - Adjusted EPS to range from
$2.25 to$2.40 per diluted share, including depreciation and amortization of approximately$0.14 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 ongoing efforts to improve performance in the
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 new 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 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; the risk that the Company's final purchase price allocation relating to the Sealy acquisition could be significantly different from the Company's initial estimated purchase price allocation; and the effect of future legislative or regulatory changes.
Additional information concerning these and other risks and uncertainties are discussed in the Company's filings with the
About the Company
Condensed Consolidated Statements of Income (In millions, except per common share amounts) (unaudited) | ||||||||||||||||
Three Months Ended |
Nine Months Ended | |||||||||||||||
|
| |||||||||||||||
2013 |
2012 |
Chg % |
2013 |
2012 |
Chg % | |||||||||||
Net sales |
$ |
735.5 |
$ |
347.9 |
111.4% |
$ |
1,786.2 |
$ |
1,061.8 |
68.2% | ||||||
Cost of sales |
436.8 |
176.8 |
1,044.2 |
517.8 |
||||||||||||
Gross profit |
298.7 |
171.1 |
74.6% |
742.0 |
544.0 |
36.4% | ||||||||||
Selling and marketing expenses |
150.9 |
76.2 |
377.1 |
243.2 |
||||||||||||
General, administrative and other expenses |
71.9 |
31.5 |
206.9 |
103.8 |
||||||||||||
Equity income in earnings of unconsolidated affiliates |
(1.2) |
— |
(2.5) |
— |
||||||||||||
Royalty income, net of royalty expense |
(4.1) |
— |
(9.2) |
— |
||||||||||||
Operating income |
81.2 |
63.4 |
28.1% |
169.7 |
197.0 |
-13.9% | ||||||||||
Other expense, net: |
||||||||||||||||
Interest expense, net |
24.6 |
4.8 |
88.2 |
13.0 |
||||||||||||
Other expense (income), net |
0.9 |
(0.4) |
4.0 |
(0.4) |
||||||||||||
Total other expense |
25.5 |
4.4 |
92.2 |
12.6 |
||||||||||||
Income before income taxes |
55.7 |
59.0 |
-5.6% |
77.5 |
184.4 |
-58.0% | ||||||||||
Income tax provision |
(15.5) |
(61.0) |
(26.9) |
(101.1) |
||||||||||||
Net income (loss) before non-controlling interest |
40.2 |
(2.0) |
50.6 |
83.3 |
||||||||||||
Less: net (loss) attributable to non-controlling interest |
— |
— |
(0.5) |
— |
||||||||||||
Net income (loss) attributable to Tempur |
$ |
40.2 |
$ |
(2.0) |
2,110.0% |
$ |
51.1 |
$ |
83.3 |
-38.7% | ||||||
Earnings (loss) per common share: |
||||||||||||||||
Basic |
$ |
0.66 |
$ |
(0.03) |
$ |
0.85 |
$ |
1.34 |
||||||||
Diluted |
$ |
0.65 |
$ |
(0.03) |
$ |
0.83 |
$ |
1.31 |
||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
60.5 |
59.6 |
60.3 |
62.1 |
||||||||||||
Diluted |
61.6 |
59.6 |
61.6 |
63.6 |
||||||||||||
Condensed Consolidated Balance Sheets (In millions) | |||||
|
| ||||
2013 |
2012 | ||||
(unaudited) |
|||||
ASSETS |
|||||
Current Assets: |
|||||
Cash and cash equivalents |
$ |
126.6 |
$ |
179.3 | |
Accounts receivable, net |
349.3 |
129.8 | |||
Inventories, net |
182.8 |
93.0 | |||
Receivables from escrow |
— |
375.0 | |||
Prepaid expenses and other current assets |
52.7 |
41.4 | |||
Deferred income taxes |
39.2 |
2.6 | |||
Total Current Assets |
750.6 |
821.1 | |||
Property, plant and equipment, net |
411.6 |
186.0 | |||
Goodwill |
756.4 |
216.1 | |||
Other intangible assets, net |
758.2 |
63.1 | |||
Deferred income taxes |
9.7 |
10.4 | |||
Other non-current assets |
75.0 |
16.3 | |||
Total Assets |
$ |
2,761.5 |
$ |
1,313.0 | |
LIABILITIES AND STOCKHOLDERS' EQUITY |
|||||
Current Liabilities: |
|||||
Accounts payable |
$ |
181.7 |
$ |
85.8 | |
Accrued expenses and other current liabilities |
220.4 |
81.4 | |||
Deferred income taxes |
0.5 |
26.5 | |||
Income taxes payable |
33.0 |
15.5 | |||
Current portion of long-term debt |
39.7 |
— | |||
Total Current Liabilities |
475.3 |
209.2 | |||
Long-term debt |
1,820.4 |
1,025.0 | |||
Deferred income taxes |
287.2 |
31.4 | |||
Other non-current liabilities |
85.2 |
25.1 | |||
Total Liabilities |
2,668.1 |
1,290.7 | |||
Redeemable non-controlling interest |
10.9 |
— | |||
Total Stockholders' Equity |
82.5 |
22.3 | |||
Total Liabilities and Stockholders' Equity |
$ |
2,761.5 |
$ |
1,313.0 |
Condensed Consolidated Statements of Cash Flows (In millions)
(unaudited) | |||||
Nine Months Ended | |||||
| |||||
2013 |
2012 | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|||||
Net income before non-controlling interest |
$ |
50.6 |
$ |
83.3 | |
Adjustments to reconcile net income to net cash provided by operating activities: |
|||||
Depreciation and amortization |
52.5 |
26.9 | |||
Amortization of stock-based compensation |
13.8 |
3.7 | |||
Amortization of deferred financing costs |
5.0 |
1.0 | |||
Write-off of deferred financing costs |
4.7 |
— | |||
Bad debt expense |
0.1 |
1.7 | |||
Deferred income taxes |
(56.4) |
36.6 | |||
Equity income in earnings of unconsolidated affiliates |
(2.3) |
— | |||
Non cash interest expense on convertible notes |
2.4 |
— | |||
Loss on sale of assets |
0.6 |
— | |||
Foreign currency adjustments and other |
— |
1.6 | |||
Changes in operating assets and liabilities |
33.8 |
(1.2) | |||
Net cash provided by operating activities |
104.8 |
153.6 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|||||
Acquisition of business, net of cash acquired |
(1,172.9) |
(3.9) | |||
Purchases of property, plant and equipment |
(28.4) |
(38.4) | |||
Other |
0.9 |
— | |||
Net cash used in investing activities |
(1,200.4) |
(42.3) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|||||
Proceeds from 2012 credit agreement |
2,917.6 |
— | |||
Repayments of 2012 credit agreement |
(1,559.1) |
— | |||
Proceeds from issuance of senior notes |
375.0 |
— | |||
Proceeds from 2011 credit facility |
46.5 |
284.5 | |||
Repayments of 2011 credit facility |
(696.5) |
(220.0) | |||
Proceeds from issuance of common stock |
6.0 |
10.6 | |||
Excess tax benefit from stock based compensation |
3.7 |
9.7 | |||
Treasury shares repurchased |
— |
(152.6) | |||
Payments of deferred financing costs |
(52.0) |
(0.1) | |||
Other |
(0.7) |
(2.5) | |||
Net cash provided by (used in) financing activities |
1,040.5 |
(70.4) | |||
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
2.4 |
(0.6) | |||
(Decrease) increase in cash and cash equivalents |
(52.7) |
40.3 | |||
CASH AND CASH EQUIVALENTS, beginning of period |
179.3 |
111.4 | |||
CASH AND CASH EQUIVALENTS, end of period |
$ |
126.6 |
$ |
151.7 |
Summary of Channel Sales
The following table highlights net sales information, by channel and by segment, for the three months ended
CONSOLIDATED |
TEMPUR |
TEMPUR INTERNATIONAL |
SEALY | |||||||||||||||||||
(in millions) |
2013 |
2012 |
2013 |
2012 |
2013 |
2012 |
2013 |
2012 | ||||||||||||||
Retail |
$ |
669.7 |
$ |
306.4 |
$ |
226.5 |
$ |
221.2 |
$ |
79.7 |
$ |
85.2 |
$ |
363.5 |
$ |
— | ||||||
Direct |
31.5 |
27.1 |
11.6 |
16.7 |
12.5 |
10.4 |
7.4 |
— | ||||||||||||||
Other |
34.3 |
14.4 |
4.3 |
3.0 |
11.0 |
11.4 |
19.0 |
— | ||||||||||||||
$ |
735.5 |
$ |
347.9 |
$ |
242.4 |
$ |
240.9 |
$ |
103.2 |
$ |
107.0 |
$ |
389.9 |
$ |
— |
Summary of Product Sales
The following table highlights net sales information, by product and by segment, for the three months ended
CONSOLIDATED |
TEMPUR |
TEMPUR INTERNATIONAL |
SEALY | ||||||||||||||||||||
(in millions) |
2013 |
2012 |
2013 |
2012 |
2013 |
2012 |
2013 |
2012 | |||||||||||||||
Bedding |
$ |
662.3 |
$ |
300.4 |
$ |
220.6 |
$ |
220.1 |
$ |
76.5 |
$ |
80.3 |
$ |
365.2 |
$ |
— | |||||||
Other products |
73.2 |
47.5 |
21.8 |
20.8 |
26.7 |
26.7 |
24.7 |
— | |||||||||||||||
$ |
735.5 |
$ |
347.9 |
$ |
242.4 |
$ |
240.9 |
$ |
103.2 |
$ |
107.0 |
$ |
389.9 |
$ |
— |
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 U.S. Generally Accepted Accounting Principles ("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 new 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 (loss) to adjusted net income
The following table sets forth the reconciliation of the Company's reported GAAP net income (loss) for the three months ended
(in millions, except per share amounts) |
Three Months Ended 2013 |
Three Months Ended 2012 | ||||
GAAP net income (loss) |
$ |
40.2 |
$ |
(2.0) | ||
Plus: |
||||||
Transaction costs, net of tax (1) |
1.0 |
2.4 | ||||
Integration costs, net of tax (1) |
5.1 |
— | ||||
Long term debt refinance, net of tax (2) |
0.5 |
— | ||||
Adjustment of taxes to normalized rate (3) |
(1.9) |
— | ||||
Tax provision related to repatriation of foreign earnings(4) |
— |
41.9 | ||||
Adjusted net income |
$ |
44.9 |
$ |
42.3 | ||
GAAP earnings (loss) per share, diluted |
$ |
0.65 |
$ |
(0.03) | ||
Transaction costs, net of tax (1) |
0.02 |
0.04 | ||||
Integration costs, net of tax (1) |
0.08 |
— | ||||
Long term debt refinance, net of tax (2) |
0.01 |
— | ||||
Adjustment of taxes to normalize rate (3) |
(0.03) |
— | ||||
Tax provision related to repatriation of foreign earnings(4) |
— |
0.69 | ||||
Adjusted earnings per share, diluted |
$ |
0.73 |
$ |
0.70 | ||
Diluted shares outstanding |
61.6 |
60.8 | ||||
(1) |
Transaction and integration represents costs, including legal fees, professional fees and other charges to align the businesses related to the Sealy acquisition. |
(2) |
Refinance costs represents the interest fees incurred in connection with the refinancing of the Term A Facility which occurred in |
(3) |
Adjustment of taxes to normalized rate represents adjustments associated with the tax impacts of transaction costs. |
(4) |
Represents tax provision recorded in connection with the repatriation of foreign earnings related to the Sealy acquisition. |
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
Three months ended | ||||||
(in millions) |
2013 | |||||
EBITDA |
||||||
GAAP net income |
$ |
40.2 | ||||
Interest expense, net |
24.6 | |||||
Income taxes |
15.5 | |||||
Depreciation & amortization |
26.7 | |||||
EBITDA |
$ |
107.0 | ||||
Adjustments for financial covenant purposes: |
||||||
Transaction costs |
1.2 | |||||
Integration costs |
7.3 | |||||
Adjusted EBITDA |
$ |
115.5 | ||||
The following table sets forth a mathematical combination related to the calculation of adjusted EBITDA in accordance with the Company's new senior secured credit facility. The following table provides useful information about how the senior secured credit facility treats adjusted EBITDA and sets forth a calculation, for the Company and Sealy on a combined basis, of reported GAAP net income to the calculation of EBITDA and adjusted EBITDA for the twelve months ended
Combined (1) | |||||
(in millions) |
|||||
EBITDA |
|||||
GAAP net income |
$ |
67.7 | |||
Interest expense, net |
140.1 | ||||
Income taxes |
35.9 | ||||
Depreciation & amortization |
92.5 | ||||
EBITDA |
$ |
336.2 | |||
Adjustments for financial covenant purposes: |
|||||
Transaction costs |
33.9 | ||||
Integration costs |
14.4 | ||||
Refinancing charges |
2.8 | ||||
Non-cash compensation |
3.1 | ||||
Restructuring and impairment related charges |
8.5 | ||||
Discontinued operations |
3.6 | ||||
Other |
11.7 | ||||
Adjusted EBITDA |
$ |
414.2 | |||
(1) |
Combined includes the mathematical combination of the Company's historical financial results for the twelve months ended |
This information is presented solely for the purpose of providing information to investors regarding the Company's compliance with certain financial covenants in its new senior secured credit facility that are based on adjusted EBITDA. This information does not include the pro forma adjustments that would be required under Regulation S-X for pro forma financial information, and does not reflect future events that may occur after
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
As of | ||
(in millions) |
| |
GAAP basis debt |
$ |
1,860.1 |
Plus: |
||
Letters of credit outstanding |
22.4 | |
Consolidated funded debt |
1,882.5 | |
Less: |
||
Domestic qualified cash (1) |
$ |
62.0 |
Foreign qualified cash (1) |
38.8 | |
Consolidated funded debt less qualified cash |
$ |
1,781.7 |
(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
As of | ||
($ in millions) |
| |
Consolidated funded debt less qualified cash |
$ |
1,781.7 |
Adjusted EBITDA |
414.2 | |
4.3 times (1) |
(1) |
The Company's new senior secured credit facility includes a financial covenant requiring that the ratio of consolidated funded debt to adjusted EBITDA be less than 5.5 times from |
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