Tempur Sealy Reports Third Quarter 2015 Results
THIRD QUARTER 2015 FINANCIAL SUMMARY
- Total net sales increased 6.4% to $880.0 million from $827.4 million in the third quarter of 2014. On a constant currency basis(1), total net sales increased 10.6%, with growth in both the
North America and International business segments. - Gross margin under U.S. generally accepted accounting principles ("GAAP") was 40.9% as compared to 38.5% in the third quarter of 2014. Adjusted gross margin(1) was 41.3% as compared to 38.8% in the third quarter of 2014.
- Earnings before interest, tax, depreciation and amortization ("EBITDA")(1) increased 14.3% to
$121.4 million as compared to $106.2 million for the third quarter of 2014. Adjusted EBITDA(1) increased 19.1% to $142.3 million as compared to $119.5 million for the third quarter of 2014. - GAAP operating income was $110.9 million as compared to $87.1 million in the third quarter of 2014. Operating income included $5.5 million of integration costs,
$5.2 million of additional costs related to executive management transition and related retention compensation and$2.4 million of restructuring costs. Operating income in the third quarter of 2014 included$10.9 million of integration and financing costs. Adjusted operating income(1) was$124.0 million , or 14.1% of net sales, as compared to$98.0 million , or 11.8% of net sales in the third quarter of 2014. - GAAP Earnings per diluted share ("EPS") increased to $0.64 as compared to
$0 .60 in the third quarter of 2014. Adjusted EPS(1) increased 26.1% to $1.11 as compared to adjusted EPS of $0.88 in the third quarter of 2014. On a constant currency basis, adjusted EPS increased 36.4%. - The Company ended the third quarter of 2015 with consolidated funded debt less qualified cash(1) of $1.4 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 3.53 times. In addition, leverage based on the ratio of consolidated funded debt less qualified cash to Adjusted EBITDA(1) was 3.30 times.
Business Segment Highlights
The Company's business segments include
International net sales decreased 2.3% to
International adjusted operating margin(1) was 18.5% as compared to 18.9% in the third quarter of 2014. The decline in International adjusted operating margin was primarily the result of incremental costs incurred in connection with distributing Sealy products in international markets. International adjusted gross margin(1) was 52.7% as compared to 52.6% in the third quarter of 2014.
Corporate GAAP operating expense increased 20.1% to
Corporate adjusted operating expense(1) decreased 2.1% to
Balance Sheet
As of
Financial Guidance
Thompson further commented, "The strength of the Company's operations was able to fully absorb unfavorable foreign exchange in the quarter. The Company's new guidance reflects the solid third quarter performance, an increase in interest expense related to the recently completed debt offering and a slight increase to share count."
For the full year 2015, the Company currently expects:
- Net sales to range from
$3.150 billion to$3.175 billion - Adjusted EPS to range from
$3.10 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, executive management transition and related retention compensation, certain restructuring costs, interest expense related to the accelerated amortization of deferred financing costs associated with voluntary prepayments of the Company's term loans, legal fees and the settlement the Company will pay to the German Federal Cartel Office ("FCO") to fully resolve the FCO's antitrust investigation, and other non-recurring items, including income from the partial settlement of a legal dispute.
Conference Call Information
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 (expense), 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.
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, uncertainties and other 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
(1) This is a non-GAAP financial measure. Please refer to "Non-GAAP Financial Measures and Constant Currency Information" below.
Condensed Consolidated Statements of Income (in millions, except per common share amounts) (unaudited)
| |||||||||||||||||||
Three Months Ended |
Nine Months Ended |
||||||||||||||||||
|
Chg % |
|
Chg % | ||||||||||||||||
2015 |
2014 |
2015 |
2014 |
||||||||||||||||
Net sales |
$ |
880.0 |
$ |
827.4 |
6.4% |
$ |
2,383.9 |
$ |
2,244.3 |
6.2% | |||||||||
Cost of sales |
520.4 |
508.9 |
1,448.1 |
1,388.0 |
|||||||||||||||
Gross profit |
359.6 |
318.5 |
12.9% |
935.8 |
856.3 |
9.3% | |||||||||||||
Selling and marketing expenses |
175.6 |
166.8 |
498.0 |
465.0 |
|||||||||||||||
General, administrative and other expenses |
79.8 |
70.8 |
242.6 |
210.6 |
|||||||||||||||
Equity income in earnings of unconsolidated affiliates |
(2.0) |
(1.8) |
(8.4) |
(5.6) |
|||||||||||||||
Royalty income, net of royalty expense |
(4.7) |
(4.4) |
(13.7) |
(13.5) |
|||||||||||||||
Operating income |
110.9 |
87.1 |
27.3% |
217.3 |
199.8 |
8.8% | |||||||||||||
Other expense, net: |
|||||||||||||||||||
Interest expense, net |
33.2 |
25.3 |
74.1 |
70.5 |
|||||||||||||||
Loss on disposal, net |
— |
2.8 |
— |
23.2 |
|||||||||||||||
Other expense (income), net |
11.8 |
(0.9) |
12.7 |
(0.4) |
|||||||||||||||
Total other expense |
45.0 |
27.2 |
86.8 |
93.3 |
|||||||||||||||
Income before income taxes |
65.9 |
59.9 |
10.0% |
130.5 |
106.5 |
22.5% | |||||||||||||
Income tax provision |
(25.0) |
(22.4) |
(43.6) |
(43.7) |
|||||||||||||||
Net income before non-controlling interest |
40.9 |
37.5 |
9.1% |
86.9 |
62.8 |
38.4% | |||||||||||||
Less: Net income attributable to non-controlling interest (1),(2) |
0.7 |
0.4 |
2.1 |
0.5 |
|||||||||||||||
Net income attributable to |
$ |
40.2 |
$ |
37.1 |
8.4% |
$ |
84.8 |
$ |
62.3 |
36.1% | |||||||||
Earnings per common share: |
|||||||||||||||||||
Basic |
$ |
0.65 |
$ |
0.61 |
$ |
1.38 |
$ |
1.02 |
|||||||||||
Diluted |
$ |
0.64 |
$ |
0.60 |
6.7% |
$ |
1.36 |
$ |
1.00 |
36.0% | |||||||||
Weighted average common shares outstanding: |
|||||||||||||||||||
Basic |
62.1 |
60.9 |
61.4 |
60.8 |
|||||||||||||||
Diluted |
62.9 |
62.1 |
62.5 |
62.0 |
(1) |
Income 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 |
$ |
71.8 |
$ |
62.5 |
|||
Accounts receivable, net |
454.7 |
385.8 |
|||||
Inventories, net |
213.1 |
217.2 |
|||||
Prepaid expenses and other current assets |
63.5 |
56.5 |
|||||
Deferred income taxes |
51.2 |
44.4 |
|||||
Total Current Assets |
854.3 |
766.4 |
|||||
Property, plant and equipment, net |
360.5 |
355.6 |
|||||
|
712.7 |
736.5 |
|||||
Other intangible assets, net |
702.3 |
727.1 |
|||||
Deferred income taxes |
9.3 |
8.6 |
|||||
Other non-current assets |
100.3 |
68.4 |
|||||
Total Assets |
$ |
2,739.4 |
$ |
2,662.6 |
|||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|||||||
Current Liabilities: |
|||||||
Accounts payable |
$ |
272.3 |
$ |
226.4 |
|||
Accrued expenses and other current liabilities |
291.3 |
233.3 |
|||||
Deferred income taxes |
0.2 |
0.2 |
|||||
Income taxes payable |
17.7 |
12.0 |
|||||
Current portion of long-term debt |
173.8 |
66.4 |
|||||
Total Current Liabilities |
755.3 |
538.3 |
|||||
Long-term debt |
1,312.5 |
1,535.9 |
|||||
Deferred income taxes |
242.4 |
258.8 |
|||||
Other non-current liabilities |
115.6 |
114.3 |
|||||
Total Liabilities |
2,425.8 |
2,447.3 |
|||||
Redeemable Non-Controlling Interest |
14.3 |
12.6 |
|||||
Total Stockholders' Equity |
299.3 |
202.7 |
|||||
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders' Equity |
$ |
2,739.4 |
$ |
2,662.6 |
Condensed Consolidated Statements of Cash Flows (in millions) (unaudited)
| |||||||
Nine Months Ended | |||||||
| |||||||
2015 |
2014 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|||||||
Net income before non-controlling interest |
$ |
86.9 |
$ |
62.8 |
|||
Adjustments to reconcile net income to net cash provided by operating activities: |
|||||||
Depreciation and amortization |
54.9 |
57.7 |
|||||
Amortization of stock-based compensation |
16.4 |
9.4 |
|||||
Amortization of deferred financing costs |
18.7 |
10.2 |
|||||
Bad debt expense |
4.4 |
4.8 |
|||||
Deferred income taxes |
(21.4) |
(23.9) |
|||||
Dividends received from unconsolidated affiliates |
3.0 |
— |
|||||
Equity income in earnings of unconsolidated affiliates |
(8.4) |
(5.6) |
|||||
Non-cash interest expense on 8.0% Sealy Notes |
4.5 |
3.8 |
|||||
Loss on sale of assets |
1.2 |
1.4 |
|||||
Foreign currency adjustments and other |
4.7 |
0.1 |
|||||
Loss on disposal of business |
— |
23.2 |
|||||
Changes in operating assets and liabilities |
(31.7) |
37.0 |
|||||
Net cash provided by operating activities |
133.2 |
180.9 |
|||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|||||||
Acquisition of business, net of cash acquired |
— |
(8.5) |
|||||
Proceeds from disposition of business and other |
7.2 |
43.5 |
|||||
Purchases of property, plant and equipment |
(51.1) |
(30.3) |
|||||
Other |
(0.3) |
2.0 |
|||||
Net cash (used in) provided by investing activities |
(44.2) |
6.7 |
|||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|||||||
Proceeds from issuance of senior notes |
450.0 |
— |
|||||
Proceeds from borrowings under long-term debt obligations |
405.4 |
239.5 |
|||||
Repayments of borrowings under long-term debt obligations |
(974.4) |
(432.7) |
|||||
Proceeds from exercise of stock options |
16.7 |
3.9 |
|||||
Excess tax benefit from stock-based compensation |
19.7 |
1.6 |
|||||
Proceeds from issuance of treasury shares |
5.0 |
— |
|||||
|
(1.3) |
(2.2) |
|||||
Payments of deferred financing cost |
(6.4) |
— |
|||||
Other |
(2.1) |
0.4 |
|||||
Net cash used in financing activities |
(87.4) |
(189.5) |
|||||
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
7.7 |
2.7 |
|||||
Increase in cash and cash equivalents |
9.3 |
0.8 |
|||||
CASH AND CASH EQUIVALENTS, beginning of period |
62.5 |
81.0 |
|||||
CASH AND CASH EQUIVALENTS, end of period |
$ |
71.8 |
$ |
81.8 |
Summary of Channel Sales
The following table highlights net sales information, by channel and by segment, for the three months ended September 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) |
$ |
800.3 |
$ |
766.7 |
$ |
703.3 |
$ |
661.0 |
$ |
97.0 |
$ |
105.7 |
|||||||||||
Other(2) |
79.7 |
60.7 |
37.9 |
24.3 |
41.8 |
36.4 |
|||||||||||||||||
$ |
880.0 |
$ |
827.4 |
$ |
741.2 |
$ |
685.3 |
$ |
138.8 |
$ |
142.1 |
(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 September 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) |
$ |
801.0 |
$ |
755.3 |
$ |
690.8 |
$ |
645.8 |
$ |
110.2 |
$ |
109.5 |
|||||||||||
Other(2) |
79.0 |
72.1 |
50.4 |
39.5 |
28.6 |
32.6 |
|||||||||||||||||
$ |
880.0 |
$ |
827.4 |
$ |
741.2 |
$ |
685.3 |
$ |
138.8 |
$ |
142.1 |
(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, ratios and per common share amounts)
The Company provides information regarding adjusted net income, adjusted EPS, adjusted gross profit, adjusted gross margin, adjusted operating income (expense), 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 (Expense) and Operating Margin
A reconciliation of GAAP gross profit and gross margin to adjusted gross profit and gross margin, respectively, and GAAP operating income (expense) and operating margin to adjusted operating income (expense) 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. In addition, a calculation of the ratio of consolidated funded debt less qualified cash to EBITDA determined in accordance with the Company's senior secured credit facility is 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.
In addition to providing the ratio calculation in accordance with the Company's senior secured credit facility as described above, the Company also provides below a calculation of the ratio of consolidated funded debt less qualified cash to Adjusted EBITDA. Although not relevant for purposes of assessing compliance with the Company's current financial covenants, the Company provides this as supplemental information to investors to provide more general information about the Company's progress in reducing its leverage.
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 September 30, 2015 and 2014 to the calculation of adjusted net income and adjusted EPS for the three months ended September 30, 2015 and 2014:
Three Months Ended |
Three Months Ended | ||||||
(in millions, except per share amounts) |
|
| |||||
GAAP net income |
$ |
40.2 |
$ |
37.1 |
|||
Plus: |
|||||||
German legal settlement (1) |
17.6 |
— |
|||||
Interest expense and financing costs, net of tax (2) |
8.3 |
2.7 |
|||||
Other income, net of tax (3) |
(6.6) |
— |
|||||
Integration costs, net of tax (4) |
4.2 |
7.6 |
|||||
Executive management transition and retention compensation, net of tax (5) |
3.9 |
— |
|||||
Restructuring costs, net of tax (6) |
1.7 |
— |
|||||
Redemption value adjustment on redeemable non-controlling interest, net of tax (7) |
0.2 |
— |
|||||
Loss on disposal of business, net of tax (8) |
— |
2.0 |
|||||
Adjustment of income taxes to normalized rate (9) |
0.4 |
5.4 |
|||||
Adjusted net income |
$ |
69.9 |
$ |
54.8 |
|||
GAAP earnings per share, diluted |
$ |
0.64 |
$ |
0.60 |
|||
German legal settlement (1) |
0.28 |
— |
|||||
Interest expense and financing costs, net of tax (2) |
0.13 |
0.04 |
|||||
Other income, net of tax (3) |
(0.10) |
— |
|||||
Integration costs, net of tax (4) |
0.07 |
0.12 |
|||||
Executive management transition and retention compensation, net of tax (5) |
0.06 |
— |
|||||
Restructuring costs, net of tax (6) |
0.03 |
— |
|||||
Loss on disposal of business, net of tax (8) |
— |
0.03 |
|||||
Adjustment of income taxes to normalized rate (9) |
— |
0.09 |
|||||
Adjusted earnings per share, diluted |
$ |
1.11 |
$ |
0.88 |
|||
Diluted shares outstanding |
62.9 |
62.1 |
(1) |
German legal settlement represents the previously announced €15.5 million settlement the Company will pay to the FCO to fully resolve the FCO's antitrust investigation and related legal fees. |
(2) |
Interest expense and financing costs in the third quarter of 2015 represents non-cash interest costs related to the accelerated amortization of deferred financing costs associated with the |
(3) |
Other income includes income from a partial settlement of a legal dispute in the third quarter of 2015. Excluding the tax effect, other income is |
(4) |
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 |
(5) |
Executive management transition and retention compensation represents certain costs associated with the transition of certain of the Company's executive officers. Excluding the tax effect, the executive management transition and retention compensation cost is |
(6) |
Restructuring costs represents costs associated with headcount reduction and store closures. Excluding the tax effect, the restructuring costs are |
(7) |
Redemption value adjustment on redeemable non-controlling interest represents a |
(8) |
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 |
(9) |
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 (expense) and margin to adjusted operating income (expense) and margin
The following table sets forth the reconciliation of the Company's reported GAAP gross profit and operating income (expense) to the calculation of adjusted gross profit and operating income (expense) for the three months ended
3Q 2015 | ||||||||||||||||||||||||
(in millions, except percentages) |
Consolidated |
Margin |
North |
Margin |
International |
Margin |
Corporate | |||||||||||||||||
Net sales |
$ |
880.0 |
$ |
741.2 |
$ |
138.8 |
— |
|||||||||||||||||
Gross profit |
359.6 |
40.9 |
% |
287.7 |
38.8 |
% |
71.9 |
51.8 |
% |
— |
||||||||||||||
Adjustments |
3.5 |
2.2 |
1.3 |
— |
||||||||||||||||||||
Adjusted gross profit |
363.1 |
41.3 |
% |
289.9 |
39.1 |
% |
73.2 |
52.7 |
% |
— |
||||||||||||||
Operating income (expense) |
110.9 |
12.6 |
% |
118.4 |
16.0 |
% |
23.0 |
16.6 |
% |
(30.5) |
||||||||||||||
Adjustments |
13.1 |
3.0 |
2.7 |
7.4 |
||||||||||||||||||||
Adjusted operating income (expense) |
$ |
124.0 |
14.1 |
% |
$ |
121.4 |
16.4 |
% |
$ |
25.7 |
18.5 |
% |
$ |
(23.1) |
||||||||||
(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, certain restructuring costs as well as executive management retention compensation incurred in connection with executive management transition. |
(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, certain restructuring costs as well as executive management transition expense and related retention compensation. |
The following table sets forth the reconciliation of the Company's reported GAAP gross profit and operating income (expense) to the calculation of adjusted gross profit and operating income (expense) for the three months ended
3Q 2014 | ||||||||||||||||||||||||
(in millions, except percentages) |
Consolidated |
Margin |
North |
Margin |
International |
Margin |
Corporate | |||||||||||||||||
Net sales |
$ |
827.4 |
$ |
685.3 |
$ |
142.1 |
— |
|||||||||||||||||
Gross profit |
318.5 |
38.5 |
% |
243.9 |
35.6 |
% |
74.6 |
52.5 |
% |
— |
||||||||||||||
Adjustments |
2.6 |
2.5 |
0.1 |
— |
||||||||||||||||||||
Adjusted gross profit |
321.1 |
38.8 |
% |
246.4 |
36.0 |
% |
74.7 |
52.6 |
% |
— |
||||||||||||||
Operating income (expense) |
87.1 |
10.5 |
% |
86.4 |
12.6 |
% |
26.1 |
18.4 |
% |
(25.4) |
||||||||||||||
Adjustments |
10.9 |
8.3 |
0.8 |
1.8 |
||||||||||||||||||||
Adjusted operating income (expense) |
$ |
98.0 |
11.8 |
% |
$ |
94.7 |
13.8 |
% |
$ |
26.9 |
18.9 |
% |
$ |
(23.6) |
||||||||||
(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 as well as financing costs incurred in connection with the amendment of the Company's senior secured credit facility in the third quarter of 2014. |
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 September 30, 2015 and 2014:
Three Months Ended |
Three Months Ended | ||||||
(in millions) |
|
| |||||
GAAP net income |
$ |
40.2 |
$ |
37.1 |
|||
Interest expense |
33.2 |
25.3 |
|||||
Income taxes |
25.0 |
22.4 |
|||||
Depreciation & amortization |
23.0 |
21.4 |
|||||
EBITDA |
$ |
121.4 |
$ |
106.2 |
|||
Adjustments for financial covenant purposes: |
|||||||
Other income (1) |
(9.5) |
— |
|||||
Integration costs (2) |
6.1 |
10.5 |
|||||
Restructuring costs (3) |
2.2 |
— |
|||||
Loss on disposal of business (4) |
— |
2.8 |
|||||
Redemption value adjustment on redeemable non-controlling interest, net of tax(5) |
0.2 |
— |
|||||
EBITDA in accordance with the Company's senior secured credit facility |
$ |
120.4 |
$ |
119.5 |
|||
Additional adjustments: |
|||||||
German legal settlement (6) |
17.6 |
— |
|||||
Executive transition and retention compensation (7) |
4.3 |
— |
|||||
Adjusted EBITDA |
$ |
142.3 |
$ |
119.5 |
(1) |
Other income includes income from a partial settlement of a legal dispute. |
(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) |
Restructuring costs represents costs associated with headcount reduction and store closures. |
(4) |
Loss on disposal of business represents costs associated with the disposition of the three Sealy U.S. innerspring component production facilities and related equipment. |
(5) |
Redemption value adjustment on redeemable non-controlling interest represents a |
(6) |
German legal settlement represents the previously announced €15.5 million settlement the Company will pay to the FCO to fully resolve the FCO's antitrust investigation and related legal fees. |
(7) |
Executive management transition and retention compensation represents certain costs associated with the transition of certain of the Company's executive officers. |
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 |
$ |
131.4 |
||
Interest expense |
95.5 |
|||
Income taxes |
64.8 |
|||
Depreciation & amortization |
94.1 |
|||
EBITDA |
$ |
385.8 |
||
Adjustments for financial covenant purposes: |
||||
Integration costs (1) |
42.9 |
|||
Other (2) |
(23.0) |
|||
Restructuring (3) |
2.2 |
|||
Financing costs (4) |
1.0 |
|||
Redemption value adjustment on redeemable non-controlling interest, net of tax (5) |
1.1 |
|||
EBITDA in accordance with the Company's senior secured credit facility |
$ |
410.0 |
||
Additional adjustments: |
||||
German legal settlement (6) |
17.6 |
|||
Executive transition and retention compensation (7) |
7.3 |
|||
2015 Annual Meeting costs (8) |
4.2 |
|||
Adjusted EBITDA |
$ |
439.1 |
(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) |
Other represents income from certain other non-recurring items, including |
(3) |
Restructuring costs represents costs associated with headcount reduction and store closures. |
(4) |
Financing costs represent costs incurred in connection with the amendment of the Company's senior secured credit facility. |
(5) |
Redemption value adjustment on redeemable non-controlling interest represents a |
(6) |
German legal settlement represents the previously announced €15.5 million settlement the Company will pay to the FCO to fully resolve the FCO's antitrust investigation and related legal fees. |
(7) |
Executive management transition and retention compensation represents certain costs associated with the transition of certain of the Company's executive officers. |
(8) |
2015 Annual Meeting costs represent additional costs related to the Company's 2015 Annual Meeting and related issues. |
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 |
$ |
1,486.3 |
|
Plus: |
|||
Letters of credit outstanding |
19.8 |
||
Consolidated funded debt |
$ |
1,506.1 |
|
Less: |
|||
Domestic qualified cash (1) |
40.0 |
||
Foreign qualified cash (1) |
19.1 |
||
Consolidated funded debt less qualified cash |
$ |
1,447.0 |
(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 |
$ |
1,447.0 |
||
EBITDA in accordance with the Company's senior secured credit facility |
410.0 |
|||
3.53 |
times |
(1) |
(1) |
The ratio of consolidated debt less qualified cash to EBITDA in accordance with the Company's senior secured credit facility was 3.53 times, within the Company's financial covenant under its senior secured credit facility, which requires this ratio be less than 4.75 times at |
Calculation of consolidated funded debt less qualified cash to Adjusted EBITDA
($ in millions) |
As of | ||
Consolidated funded debt less qualified cash |
$ |
1,447.0 |
|
Adjusted EBITDA |
439.1 |
||
3.30 |
times |
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.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/tempur-sealy-reports-third-quarter-2015-results-300168414.html
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