UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8‑K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 13, 2015
TEMPUR SEALY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-31922 | 33-1022198 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1000 Tempur Way
Lexington, Kentucky 40511
(Address of principal executive offices) (Zip Code)
(800) 878-8889
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 7.01 Regulation FD Disclosure
On February 13, 2015, Tempur Sealy International, Inc. (the "Company") announced that it had updated its reportable business segments commencing with the quarter ending March 31, 2015. Additionally, the Company updated its channel reporting categories. The Company provided tables showing the Company’s historical net sales, gross profit and operating income data; net sales data using the new channel level sales categories; and net sales data for product level sales categories, using the new business segments for 2014 and 2013, by quarter and full year. The information presented for the Company is for all periods, except for Sealy Corporation and its historical subsidiaries ("Sealy"), which is for all periods since March 18, 2013, the date the Company completed the acquisition of Sealy. In addition, the information presented only reflects the recategorization of net sales, gross profit and operating income data and no other adjustments to the historical information have been made, other than certain prior-period amounts reclassified in channel level sales outside of the segment changes that do not materially impact previously reported channel level net sales. A copy of the supplemental information is furnished as Exhibit 99.1 to this Current Report.
The information in this report (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibit
(d) Exhibits
Exhibit | Description | |
99.1 | Document titled "Tempur Sealy Provides Updated Historical Financial Information Based on New Business Segments" | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 13, 2015
Tempur Sealy International, Inc. | ||
By: | /s/ Dale E. Williams | |
Name: | Dale E. Williams | |
Title: | Executive Vice President & Chief Financial Officer | |
EXHIBIT INDEX
Exhibit | Description | |
99.1 | Document titled "Tempur Sealy Provides Updated Historical Financial Information Based on New Business Segments" | |
TEMPUR SEALY PROVIDES UPDATED HISTORICAL FINANCIAL INFORMATION
BASED ON NEW BUSINESS SEGMENTS
Tempur Sealy International, Inc. (the "Company") has updated its historical financial information for 2014 and 2013 in line with its new business segments.
The Company has updated its business segment reporting in light of the progress made in 2013 and 2014 integrating Sealy Corporation and its historical subsidiaries ("Sealy") into its business. Going forward, the Company will provide reportable business segment net sales, gross profit and operating income data for “North America” and “International” segments. “North America” includes results for the U.S. and Canada, and “International” includes everything outside the U.S. and Canada. Corporate operating expenses will not be included in either of the reportable business segments and will be presented separately as a reconciling item to the Company's results. Historically, the Company's reportable business segments were as follows: Tempur North America (Tempur US and Tempur Canada); Tempur International (Tempur businesses outside of the U.S. and Canada, which also sell Sealy branded products); and Sealy (on a global basis). The majority of corporate operating expenses were included in the Tempur North America reportable business segment, and a portion of corporate operating expenses were included in the Sealy reportable business segment.
Additionally, the Company has updated its channel reporting categories. Going forward, the Company will provide channel level net sales data for “Retail” and “Other”. “Retail” is unchanged from the Company’s prior classification and “Other” now includes direct-to-consumer, third party distributors, hospitality, and health care customers. Historically, the Company has provided channel level net sales data using the following categories: Retail (furniture and bedding retailers, department stores and warehouse clubs, among others); Direct (sales to consumers directly through our e-commerce platforms, company-owned stores, and our call centers); and Other (third party distributors, hospitality, and healthcare customers).
The Company will continue to provide product net sales data by "Bedding" and "Other". "Bedding" includes mattresses, foundations and adjustable foundations and "Other" includes pillows and various other comfort products.
SELECTED FINANCIAL INFORMATION
(unaudited)
The following tables present consolidated and recast reportable business segment net sales, gross profit and operating income data for 2014 and 2013, by quarter and full year. The information presented for the Company is for all periods, except for Sealy, which is for all periods since March 18, 2013, the date the Company completed the acquisition of Sealy. In addition, the information presented only reflects the recategorization of net sales, gross profit and operating income data and no other adjustments to the historical information have been made.
($ in millions) (unaudited) | ||||||||||||||||
For the three months ended March 31, 2014: | Consolidated | North America | International | Corporate | ||||||||||||
Net sales | $ | 701.9 | $ | 552.6 | $ | 149.3 | $ | — | ||||||||
Gross profit | 269.5 | 186.2 | 83.3 | — | ||||||||||||
Operating income / (expense) | 62.4 | 53.1 | 33.5 | (24.2 | ) | |||||||||||
For the three months ended June 30, 2014: | Consolidated | North America | International | Corporate | ||||||||||||
Net sales | $ | 715.0 | $ | 577.9 | $ | 137.1 | $ | — | ||||||||
Gross profit | 268.3 | 194.7 | 73.6 | — | ||||||||||||
Operating income / (expense) | 50.3 | 48.8 | 24.3 | (22.8 | ) | |||||||||||
For the three months ended September 30, 2014: | Consolidated | North America | International | Corporate | ||||||||||||
Net sales | $ | 827.4 | $ | 685.3 | $ | 142.1 | $ | — | ||||||||
Gross profit | 318.5 | 243.9 | 74.6 | — | ||||||||||||
Operating income / (expense) | 87.1 | 86.4 | 26.1 | (25.4 | ) | |||||||||||
For the three months ended December 31, 2014: | Consolidated | North America | International | Corporate | ||||||||||||
Net sales | $ | 745.5 | $ | 589.1 | $ | 156.4 | $ | — | ||||||||
Gross profit | 294.1 | 210.0 | 84.1 | — | ||||||||||||
Operating income / (expense) | 76.5 | 66.7 | 34.9 | (25.1 | ) | |||||||||||
For the year ended December 31, 2014: | Consolidated | North America | International | Corporate | ||||||||||||
Net sales | $ | 2,989.8 | $ | 2,404.9 | $ | 584.9 | $ | — | ||||||||
Gross profit | 1,150.4 | 834.8 | 315.6 | — | ||||||||||||
Operating income / (expense) | 276.3 | 255.0 | 118.8 | (97.5 | ) | |||||||||||
($ in millions) (unaudited) | ||||||||||||||||
For the three months ended March 31, 2013: | Consolidated | North America | International | Corporate | ||||||||||||
Net sales | $ | 390.1 | $ | 268.3 | $ | 121.8 | $ | — | ||||||||
Gross profit | 188.4 | 112.8 | 75.6 | — | ||||||||||||
Operating income / (expense) | 44.5 | 42.0 | 31.8 | (29.3 | ) | |||||||||||
For the three months ended June 30, 2013: | Consolidated | North America | International | Corporate | ||||||||||||
Net sales | $ | 660.6 | $ | 530.2 | $ | 130.4 | $ | — | ||||||||
Gross profit | 254.9 | 181.8 | 73.1 | — | ||||||||||||
Operating income / (expense) | 44.0 | 46.6 | 28.6 | (31.2 | ) | |||||||||||
For the three months ended September 30, 2013: | Consolidated | North America | International | Corporate | ||||||||||||
Net sales | $ | 735.5 | $ | 601.7 | $ | 133.8 | $ | — | ||||||||
Gross profit | 298.7 | 225.8 | 72.8 | 0.1 | ||||||||||||
Operating income / (expense) | 81.2 | 77.1 | 29.0 | (24.9 | ) | |||||||||||
For the three months ended December 31, 2013: | Consolidated | North America | International | Corporate | ||||||||||||
Net sales | $ | 678.1 | $ | 526.8 | $ | 151.3 | $ | — | ||||||||
Gross profit | 272.9 | 189.8 | 83.2 | (0.1 | ) | |||||||||||
Operating income / (expense) | 74.1 | 63.3 | 35.3 | (24.5 | ) | |||||||||||
For the year ended December 31, 2013: | Consolidated | North America | International | Corporate | ||||||||||||
Net Sales | $ | 2,464.3 | $ | 1,927.0 | $ | 537.3 | $ | — | ||||||||
Gross Profit | 1,014.9 | 710.2 | 304.7 | — | ||||||||||||
Operating Income | 243.8 | 229.0 | 124.7 | (109.9 | ) | |||||||||||
SUMMARY OF CHANNEL SALES
(unaudited)
The following tables provide consolidated and recast reportable segment net sales by channel for 2014 and 2013, by quarter and full year. The information presented for the Company is for all periods, except for Sealy, which is for all periods since March 18, 2013, the date the Company completed the acquisition of Sealy. The Company has reclassified certain prior-period amounts outside of the segment change in Retail and Other net sales to conform to current period presentation. The reclassifications were not material and do not materially impact previously reported channel level net sales.
($ in millions) (unaudited) | ||||||||||||
For the three months ended March 31, 2014: | Consolidated | North America | International | |||||||||
Retail | $ | 641.7 | $ | 526.9 | $ | 114.8 | ||||||
Other | 60.2 | 25.7 | 34.5 | |||||||||
$ | 701.9 | $ | 552.6 | $ | 149.3 | |||||||
For the three months ended June 30, 2014: | Consolidated | North America | International | |||||||||
Retail | $ | 655.4 | $ | 552.9 | $ | 102.5 | ||||||
Other | 59.6 | 25.0 | 34.6 | |||||||||
$ | 715.0 | $ | 577.9 | $ | 137.1 | |||||||
For the three months ended September 30, 2014: | Consolidated | North America | International | |||||||||
Retail | $ | 766.7 | $ | 661.0 | $ | 105.7 | ||||||
Other | 60.7 | 24.3 | 36.4 | |||||||||
$ | 827.4 | $ | 685.3 | $ | 142.1 | |||||||
For the three months ended December 31, 2014: | Consolidated | North America | International | |||||||||
Retail | $ | 686.4 | $ | 567.8 | $ | 118.6 | ||||||
Other | 59.1 | 21.3 | 37.8 | |||||||||
$ | 745.5 | $ | 589.1 | $ | 156.4 | |||||||
For the year ended December 31, 2014: | Consolidated | North America | International | |||||||||
Retail | $ | 2,750.2 | $ | 2,308.6 | $ | 441.6 | ||||||
Other | 239.6 | 96.3 | 143.3 | |||||||||
$ | 2,989.8 | $ | 2,404.9 | $ | 584.9 | |||||||
($ in millions) (unaudited) | ||||||||||||
For the three months ended March 31, 2013: | Consolidated | North America | International | |||||||||
Retail | $ | 345.7 | $ | 248.6 | $ | 97.1 | ||||||
Other | 44.4 | 19.7 | 24.7 | |||||||||
$ | 390.1 | $ | 268.3 | $ | 121.8 | |||||||
For the three months ended June 30, 2013: | Consolidated | North America | International | |||||||||
Retail | $ | 600.9 | $ | 501.3 | $ | 99.6 | ||||||
Other | 59.7 | 28.9 | 30.8 | |||||||||
$ | 660.6 | $ | 530.2 | $ | 130.4 | |||||||
For the three months ended September 30, 2013: | Consolidated | North America | International | |||||||||
Retail | $ | 668.2 | $ | 571.3 | $ | 96.9 | ||||||
Other | 67.3 | 30.4 | 36.9 | |||||||||
$ | 735.5 | $ | 601.7 | $ | 133.8 | |||||||
For the three months ended December 31, 2013: | Consolidated | North America | International | |||||||||
Retail | $ | 610.7 | $ | 497.9 | $ | 112.8 | ||||||
Other | 67.4 | 28.9 | 38.5 | |||||||||
$ | 678.1 | $ | 526.8 | $ | 151.3 | |||||||
For the year ended December 31, 2013: | Consolidated | North America | International | |||||||||
Retail | $ | 2,225.5 | $ | 1,819.2 | $ | 406.4 | ||||||
Other | 238.8 | 107.8 | 130.9 | |||||||||
$ | 2,464.3 | $ | 1,927.0 | $ | 537.3 | |||||||
SUMMARY OF PRODUCT SALES
(unaudited)
The following tables provide consolidated and recast reportable segment net sales by product for 2013 and 2014, by quarter and full year. The information presented for the Company is for all periods, except for Sealy, which is for all periods since March 18, 2013, the date the Company completed the acquisition of Sealy. In addition, the information presented only reflects the recategorization of product level net sales data and no other adjustments to the historical information have been made.
($ in millions) (unaudited) | ||||||||||||
For the three months ended March 31, 2014: | Consolidated | North America | International | |||||||||
Bedding | $ | 636.0 | $ | 517.1 | $ | 118.9 | ||||||
Other | 65.9 | 35.5 | 30.4 | |||||||||
$ | 701.9 | $ | 552.6 | $ | 149.3 | |||||||
For the three months ended June 30, 2014: | Consolidated | North America | International | |||||||||
Bedding | $ | 657.4 | $ | 547.9 | $ | 109.5 | ||||||
Other | 57.6 | 30.0 | 27.6 | |||||||||
$ | 715.0 | $ | 577.9 | $ | 137.1 | |||||||
For the three months ended September 30, 2014: | Consolidated | North America | International | |||||||||
Bedding | $ | 755.3 | $ | 645.8 | $ | 109.5 | ||||||
Other | 72.1 | 39.5 | 32.6 | |||||||||
$ | 827.4 | $ | 685.3 | $ | 142.1 | |||||||
For the three months ended December 31, 2014: | Consolidated | North America | International | |||||||||
Bedding | $ | 677.8 | $ | 551.1 | $ | 126.7 | ||||||
Other | 67.7 | 38.0 | 29.7 | |||||||||
$ | 745.5 | $ | 589.1 | $ | 156.4 | |||||||
For the year ended December 31, 2014: | Consolidated | North America | International | |||||||||
Bedding | $ | 2,726.5 | $ | 2,261.9 | $ | 464.6 | ||||||
Other | 263.3 | 143.0 | 120.3 | |||||||||
$ | 2,989.8 | $ | 2,404.9 | $ | 584.9 | |||||||
($ in millions) (unaudited) | ||||||||||||
For the three months ended March 31, 2013: | Consolidated | North America | International | |||||||||
Bedding | $ | 338.6 | $ | 244.9 | $ | 93.7 | ||||||
Other | 51.5 | 23.4 | 28.1 | |||||||||
$ | 390.1 | $ | 268.3 | $ | 121.8 | |||||||
For the three months ended June 30, 2013: | Consolidated | North America | International | |||||||||
Bedding | $ | 598.5 | $ | 494.0 | $ | 104.5 | ||||||
Other | 62.1 | 36.2 | 25.9 | |||||||||
$ | 660.6 | $ | 530.2 | $ | 130.4 | |||||||
For the three months ended September 30, 2013: | Consolidated | North America | International | |||||||||
Bedding | $ | 662.3 | $ | 558.1 | $ | 104.2 | ||||||
Other | 73.2 | 43.6 | 29.6 | |||||||||
$ | 735.5 | $ | 601.7 | $ | 133.8 | |||||||
For the three months ended December 31, 2013: | Consolidated | North America | International | |||||||||
Bedding | $ | 599.0 | $ | 482.3 | $ | 116.7 | ||||||
Other | 79.1 | 44.5 | 34.6 | |||||||||
$ | 678.1 | $ | 526.8 | $ | 151.3 | |||||||
For the year ended December 31, 2013: | Consolidated | North America | International | |||||||||
Bedding | $ | 2,198.4 | $ | 1,779.3 | $ | 419.1 | ||||||
Other | 265.9 | 147.7 | 118.2 | |||||||||
$ | 2,464.3 | $ | 1,927.0 | $ | 537.3 | |||||||