- Reports Fourth Quarter 2023 Net Sales of
$1.2 Billion, consistent with prior
year
- Reports Fourth Quarter 2023 EPS of $0.43 and Adjusted EPS(1) of
$0.53
- Consolidated Gross
Margins expanded 260 basis points to 43.8%
- Increased
Quarterly Cash Dividend 18% to $0.13
per share
LEXINGTON, Ky.,
Feb. 8,
2024 /PRNewswire/ -- Tempur Sealy International, Inc.
(NYSE: TPX) announced financial results for the fourth quarter and
year ended December 31, 2023. The
Company also issued financial guidance for the full year 2024.
FOURTH QUARTER 2023 KEY HIGHLIGHTS
- Total net sales decreased 1.4% to $1,170.5 million as compared to $1,187.4 million in the fourth quarter of 2022,
with a decrease of 4.0% in the North
America business segment and an increase of 7.8% in the
International business segment. On a constant currency
basis(1), total net sales decreased 2.6%, with a
decrease of 4.3% in the North
America business segment and an increase of 3.5% in the
International business segment.
- Gross margin was 43.8% as compared to 41.2% in the fourth
quarter of 2022. Adjusted gross margin(1) was 44.2% as
compared to 41.6% in the fourth quarter of 2022.
- Operating income decreased 17.1% to $121.9 million as compared to $147.1 million in the fourth quarter of 2022.
Adjusted operating income(1) decreased 1.0% to
$155.2 as compared to $156.8 million in the fourth quarter of
2022.
- Net income decreased 24.2% to $77.1
million as compared to $101.7
million in the fourth quarter of 2022. Adjusted net
income(1) decreased 2.4% to $93.9
million as compared to $96.2
million in the fourth quarter of 2022.
- Earnings per diluted share ("EPS") decreased 24.6% to
$0.43 as compared to $0.57 in the fourth quarter of 2022. Adjusted
EPS(1) decreased 1.9% to $0.53 as compared to $0.54 in the fourth quarter of 2022.
SUMMARY FINANCIAL
INFORMATION
|
|
(in millions, except
percentages and per
common share amounts)
|
Three Months
Ended
|
|
%
Reported
Change
|
|
Year
Ended
|
|
%
Reported
Change
|
December 31,
2023
|
|
December 31,
2022
|
December 31,
2023
|
|
December 31,
2022
|
|
Net sales
|
$
1,170.5
|
|
$
1,187.4
|
|
(1.4) %
|
|
$
4,925.4
|
|
$
4,921.2
|
|
0.1 %
|
Net income
|
$
77.1
|
|
$
101.7
|
|
(24.2) %
|
|
$
368.1
|
|
$
455.7
|
|
(19.2) %
|
Adjusted net
income(1)
|
$
93.9
|
|
$
96.2
|
|
(2.4) %
|
|
$
425.6
|
|
$
467.9
|
|
(9.0) %
|
EPS
|
$
0.43
|
|
$
0.57
|
|
(24.6) %
|
|
$
2.08
|
|
$
2.53
|
|
(17.8) %
|
Adjusted
EPS(1)
|
$
0.53
|
|
$
0.54
|
|
(1.9) %
|
|
$
2.40
|
|
$
2.60
|
|
(7.7) %
|
Company Chairman and CEO Scott
Thompson commented, "We are pleased with our fourth quarter
and full year 2023 financial performance, especially in light of
the soft demand within the bedding category. We believe the Company
outperformed the category. Our competitive advantages of developing
and marketing differentiated products through consumer-centric
innovation; world-class manufacturing capabilities;
successful omni-distribution platform; and vertical
integration enabled the Company to deliver solid financial results.
The Company is uniquely positioned to realize significant sales
growth once the bedding category returns to growth."
Business Segment Highlights: Fourth Quarter 2023
The Company's business segments include North America and International. Corporate
operating expenses are not included in either of the business
segments and are presented separately as a reconciling item to
consolidated results.
North America net
sales decreased 4.0% to $895.4 million as
compared to $932.3 million in
the fourth quarter of 2022, primarily driven by
macroeconomic pressures impacting U.S. consumer behavior. On a
constant currency basis(1), North America net sales decreased 4.3% as
compared to the fourth quarter of 2022. Gross margin was 40.2% as
compared to 37.4% in the fourth quarter of 2022. Adjusted gross
margin(1) was 40.7% as compared to 37.9% in the fourth
quarter of 2022. Operating margin was 15.4% as compared to 14.6% in
the fourth quarter of 2022. Adjusted operating margin(1)
was 15.9% as compared to 15.1% in the fourth quarter of 2022.
North America net sales through
the wholesale channel decreased $50.1
million, or 6.2%, to $762.8
million as compared to the fourth quarter of 2022.
North America net sales through
the direct channel increased $13.2
million, or 11.1%, to $132.6
million, as compared to the fourth quarter of 2022.
North America adjusted gross
margin(1) improved 280 basis points as compared to
the fourth quarter of 2022. The improvement was primarily
driven by favorable commodity costs and operational efficiencies,
partially offset by unfavorable product mix. North America adjusted operating
margin(1) improved 80 basis points as compared to the
fourth quarter of 2022. The improvement was primarily driven by the
improvement in gross margin, partially offset by investments in
growth initiatives.
International net sales increased 7.8% to
$275.1 million as compared
to $255.1 million in the fourth quarter of
2022. On a constant currency basis(1), International net
sales increased 3.5% as compared to the fourth quarter of 2022.
Gross margin was 55.7% as compared to 55.2% in the fourth quarter
of 2022. Operating margin was 19.2% as compared to 20.4% in the
fourth quarter of 2022. Adjusted operating margin(1) was
20.7% in the fourth quarter of 2022. There were no adjustments to
operating margin in the fourth quarter of 2023.
International net sales through the wholesale channel increased
$13.7 million, or 14.7%, to
$106.9 million as compared to the
fourth quarter of 2022, primarily driven by the success of new
Tempur® product introductions. International net sales through the
direct channel increased $6.3
million, or 3.9%, to $168.2
million, as compared to the fourth quarter of 2022.
International gross margin improved 50 basis points as compared
to the fourth quarter of 2022. The improvement was primarily driven
by favorable commodity costs, partially offset by unfavorable mix.
International operating margin declined 150 basis points as
compared to adjusted operating margin(1) in the fourth
quarter of 2022. The decline was primarily driven by operating
expense deleverage to support growth initiatives, partially offset
by the improvement in gross margin.
Corporate operating expense increased to
$68.4 million as compared to
$40.8 million in the fourth quarter
of 2022, primarily driven by transaction costs of $17.5 million related to the pending
acquisition of Mattress Firm and a $11.0 million fair value remeasurement,
related to a strategic investment in a product innovation
initiative. Corporate adjusted operating expense(1) was
$39.6 million as compared to
$36.8 million in the fourth quarter
of 2022.
Consolidated net
income decreased 24.2% to $77.1 million as
compared to $101.7 million in
the fourth quarter of 2022. Adjusted net
income(1) decreased 2.4% to $93.9
million as compared to $96.2 million in
the fourth quarter of 2022. EPS
decreased 24.6% to $0.43 as compared
to $0.57 in the fourth quarter of 2022.
Adjusted EPS(1) decreased 1.9% to $0.53 as compared to $0.54 in the fourth quarter of 2022.
The Company ended the fourth quarter of 2023 with total
debt of $2.6 billion and consolidated
indebtedness less netted cash(1) of $2.5
billion. Leverage based on the ratio of consolidated indebtedness
less netted cash(1) to adjusted
EBITDA(1) was 2.87 times for the year
ended December 31, 2023. Additionally, in the fourth
quarter of 2023, the Company recognized $3.2
million of loss on extinguishment of debt associated with
the refinancing of its 2023 Credit Agreement.
Dividend Increase
Today, the Company announced that its Board of Directors
increased the quarterly cash dividend by 18% to $0.13 per share. This is the fourth increase to
the dividend in the last few years. The dividend is payable on
March 7, 2024 to shareholders of
record at the close of business on February
22, 2024.
Company Chairman and CEO Scott
Thompson commented, "We are pleased to announce this
increase to our quarterly dividend. Our Board of Directors
increased the quarterly dividend to $0.13 per share based on the strength of the
Company's market position and demonstrated ability to generate
significant free cash flow. This marks the fourth increase to our
dividend over the last three years, approximately doubling the cash
dividend since it's initiation in 2021."
Mattress Firm Update
Company Chairman and CEO Scott
Thompson commented, "Regarding the pending Mattress Firm
transaction, we certified compliance with the Federal Trade
Commission's second request in the fourth quarter of 2023 and
expect the transaction to close in the second half of 2024. Both
Tempur Sealy and Mattress Firm continue to make joint progress in
integration planning, including the signing of post-closing supply
agreements with numerous companies providing Mattress Firm product.
These agreements provide access post-closing to certain
consumer-desired products, solidifying important supplier
relationships. Additional discussions regarding post-closing
supplier relationships are ongoing. Overall, we are optimistic
about Tempur Sealy's future and look forward to welcoming Mattress
Firm into the organization later this year."
Amendment to the 2023 Credit Agreement
On February 6, 2024, the Company
and certain other parties thereto entered into an amendment to the
2023 Credit Agreement which provides for a $625.0 million delayed draw term loan and a
$40.0 million increase in
availability on the existing incremental revolving loan. Once
drawn, the instruments will have the same terms and conditions as
the Company's existing term loans and revolving loans,
respectively, under the 2023 Credit Agreement. This amendment was
executed in connection with the Company's financing strategy for
the pending acquisition of Mattress Firm expected to close in the
second half of 2024.
Financial Guidance
For the full year 2024, the Company currently expects
adjusted EPS(1) between $2.60 to $2.90.
This contemplates the Company's current sales outlook for low to
mid single digit year-over-year growth. At the midpoint, this
adjusted EPS(1) guidance represents a 15 percent
increase from the prior year.
Company Chairman and CEO Scott
Thompson commented, "We are pleased to issue 2024 guidance
that targets growth in both adjusted earnings per
share(1) and sales. Underpinning our guidance is recent
distribution gains and a belief that category demand is stabilizing
around the world from negative year-over-year industry units. We
expect full year 2024 industry units to be consistent with 2023
levels.
"With our strong financial position, resilient operating model
and the recent investments made in our brands, products and
expanded capacity, Tempur Sealy is positioned to grow adjusted
earnings per share(1) and sales. As we grow into our new
foam-pouring plant in the U.S. and given our near-term category
outlook, we expect pressure on our profits in the first quarter of
2024 with adjusted EPS(1) likely being between
$0.45 and $0.50 then returning to year-over-year growth in
subsequent quarters."
The Company noted that 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 is unable to provide forward–looking EPS guidance and the
applicable reconciliation to adjusted EPS(1), without
unreasonable efforts, because the Company is currently unable to
predict with a reasonable degree of certainty the type and extent
of certain items that would be expected to impact EPS in 2024.
Conference Call Information
Tempur Sealy International, Inc. will host a live conference
call to discuss financial results today, February 8, 2024, at
8:00 a.m. Eastern Time. The call will
be webcast and can be accessed on the Company's investor relations
website at investor.tempursealy.com. After the conference
call, a webcast replay will remain available on the investor
relations section of the Company's website for 30 days.
Non-GAAP Financial Measures and Constant Currency
Information
For additional information regarding EBITDA, adjusted EBITDA,
adjusted EPS, adjusted net income, adjusted gross profit, adjusted
gross margin, adjusted operating income (expense), adjusted
operating margin, consolidated indebtedness and consolidated
indebtedness less netted 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" included in
the attached schedules.
Forward-Looking Statements
This press release contains statements that may be
characterized as "forward-looking," within the meaning of the
federal securities laws. Such statements might include information
concerning one or more of the Company's plans, guidance,
objectives, goals, strategies, and other information that is not
historical information. When used in this release, the words
"assumes," "estimates," "expects," "guidance," "anticipates,"
"might," "projects," "plans," "proposed," "targets," "intends,"
"believes," "will," "contemplates" 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 the announced Mattress Firm acquisition including the
related regulatory approval process, the Company's expected
quarterly results, full year guidance and outperformance relative
to the broader industry, the Company's quarterly cash
dividend, the Company's expectations regarding geopolitical events
(including the war in Ukraine and
the conflict in the Middle
East), the macroeconomic environment including its
impact on consumer behavior, foreign exchange rates and
fluctuations in such rates, the bedding industry, financial
infrastructure, adjusted EPS for 2024 and subsequent periods and
the Company's expectations for increasing sales and adjusted EPS
growth, product launches, expected hiring and advertising, capital
project timelines, channel growth, acquisitions and commodities
outlook. Any forward-looking statements contained herein are based
upon current expectations and beliefs and various assumptions.
There can be no assurance that the Company will realize these
expectations, meet its guidance, 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 any
that may be expressed herein as forward-looking statements. These
potential risk factors include the factors discussed in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2022 and in the
Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2023, June 30, 2023 and September 30, 2023. There may be other factors
that may cause the Company's actual results to differ materially
from the forward-looking statements. The Company undertakes no
obligation to update any forward-looking statement to reflect
events or circumstances after the date on which such statement is
made.
About Tempur Sealy International, Inc.
Tempur Sealy is committed to improving the sleep of more people,
every night, all around the world. As a leading designer,
manufacturer, distributor and retailer of bedding products
worldwide, we know how crucial a good night of sleep is to overall
health and wellness. Utilizing over a century of knowledge and
industry-leading innovation, we deliver award-winning products that
provide breakthrough sleep solutions to consumers in over 100
countries.
Our highly recognized brands include Tempur-Pedic®, Sealy®,
Stearns & Foster® and our popular non-branded offerings consist
of value-focused private label and OEM products. At Tempur Sealy we
understand the importance of meeting our customers wherever and
however they want to shop and have developed a powerful
omni-channel retail strategy. Our products allow for complementary
merchandising strategies and are sold through third-party
retailers, our over 750 Company-owned stores worldwide and
e-commerce channels. With the range of our offerings and variety of
purchasing options, we are dedicated to continuing to turn our
mission to improve the sleep of more people, every night, all
around the world into a reality.
Importantly, we are committed to carrying out our global
responsibility to protect the environment and the communities in
which we operate. As part of that commitment, we have established
the goal of achieving carbon neutrality for our global wholly owned
operations by 2040.
Investor Relations Contact:
Aubrey Moore
Investor Relations
Tempur Sealy International, Inc.
800-805-3635
Investor.relations@tempursealy.com
(1) This is a non-GAAP
financial measure. Please refer to "Non-GAAP Financial Measures and
Constant Currency Information" below.
|
TEMPUR SEALY
INTERNATIONAL, INC. AND SUBSIDIARIES Consolidated
Statements of Income (in millions, except percentages and
per common share amounts) (unaudited)
|
|
|
Three Months
Ended
|
|
|
|
Year
Ended
|
|
|
|
December
31,
|
|
Chg %
|
|
December
31,
|
|
Chg %
|
|
2023
|
|
2022
|
|
|
|
2023
|
|
2022
|
|
|
Net sales
|
$ 1,170.5
|
|
$ 1,187.4
|
|
(1.4) %
|
|
$ 4,925.4
|
|
$ 4,921.2
|
|
0.1 %
|
Cost of
sales
|
657.7
|
|
698.2
|
|
|
|
2,796.7
|
|
2,871.6
|
|
|
Gross profit
|
512.8
|
|
489.2
|
|
4.8 %
|
|
2,128.7
|
|
2,049.6
|
|
3.9 %
|
Selling and marketing
expenses
|
263.6
|
|
247.8
|
|
|
|
1,063.4
|
|
992.5
|
|
|
General, administrative
and other expenses
|
136.9
|
|
101.0
|
|
|
|
481.1
|
|
397.6
|
|
|
Equity income in
earnings of unconsolidated affiliates
|
(9.6)
|
|
(6.7)
|
|
|
|
(23.0)
|
|
(21.1)
|
|
|
Operating
income
|
121.9
|
|
147.1
|
|
(17.1) %
|
|
607.2
|
|
680.6
|
|
(10.8) %
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense,
net:
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense,
net
|
30.9
|
|
31.6
|
|
|
|
129.9
|
|
103.0
|
|
|
Loss on extinguishment
of debt
|
3.2
|
|
—
|
|
|
|
3.2
|
|
—
|
|
|
Other expense,
net
|
0.2
|
|
1.9
|
|
|
|
—
|
|
0.4
|
|
|
Total other expense,
net
|
34.3
|
|
33.5
|
|
|
|
133.1
|
|
103.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations before income taxes
|
87.6
|
|
113.6
|
|
(22.9) %
|
|
474.1
|
|
577.2
|
|
(17.9) %
|
Income tax
provision
|
(9.9)
|
|
(11.5)
|
|
|
|
(103.4)
|
|
(119.0)
|
|
|
Income from continuing
operations
|
77.7
|
|
102.1
|
|
(23.9) %
|
|
370.7
|
|
458.2
|
|
(19.1) %
|
Income (loss) from
discontinued operations, net of tax
|
—
|
|
0.4
|
|
|
|
—
|
|
(0.4)
|
|
|
Net income before
non-controlling interest
|
77.7
|
|
102.5
|
|
(24.2) %
|
|
370.7
|
|
457.8
|
|
(19.0) %
|
Less: Net income
attributable to non-controlling interest
|
0.6
|
|
0.8
|
|
|
|
2.6
|
|
2.1
|
|
|
Net income attributable
to Tempur Sealy International, Inc.
|
$
77.1
|
|
$
101.7
|
|
(24.2) %
|
|
$
368.1
|
|
$
455.7
|
|
(19.2) %
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share for
continuing operations
|
$
0.45
|
|
$
0.59
|
|
|
|
$
2.14
|
|
$
2.61
|
|
|
Earnings per share for
discontinued operations
|
—
|
|
0.01
|
|
|
|
—
|
|
—
|
|
|
Earnings per
share
|
$
0.45
|
|
$
0.60
|
|
(25.0) %
|
|
$
2.14
|
|
$
2.61
|
|
(18.0) %
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share for
continuing operations
|
$
0.43
|
|
$
0.57
|
|
|
|
$
2.08
|
|
$
2.53
|
|
|
Earnings per share for
discontinued operations
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|
Earnings per
share
|
$
0.43
|
|
$
0.57
|
|
(24.6) %
|
|
$
2.08
|
|
$
2.53
|
|
(17.8) %
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
172.3
|
|
170.9
|
|
|
|
172.2
|
|
174.9
|
|
|
Diluted
|
178.2
|
|
177.0
|
|
|
|
177.3
|
|
180.3
|
|
|
TEMPUR SEALY
INTERNATIONAL, INC. AND SUBSIDIARIES Consolidated Balance
Sheets (in millions)
|
|
|
December 31,
2023
|
|
December 31,
2022
|
ASSETS
|
(unaudited)
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
Cash and cash
equivalents
|
$
74.9
|
|
$
69.4
|
Accounts receivable,
net
|
431.4
|
|
422.6
|
Inventories
|
483.1
|
|
555.0
|
Prepaid expenses and
other current assets
|
113.8
|
|
148.2
|
Total Current
Assets
|
1,103.2
|
|
1,195.2
|
Property, plant and
equipment, net
|
878.3
|
|
791.1
|
Goodwill
|
1,083.3
|
|
1,062.3
|
Other intangible
assets, net
|
714.8
|
|
715.8
|
Operating lease
right-of-use assets
|
636.5
|
|
506.8
|
Deferred income
taxes
|
15.6
|
|
11.3
|
Other non-current
assets
|
122.2
|
|
77.3
|
Total Assets
|
$
4,553.9
|
|
$
4,359.8
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
Accounts
payable
|
$
311.3
|
|
$
359.8
|
Accrued expenses and
other current liabilities
|
427.1
|
|
432.7
|
Short-term operating
lease obligations
|
119.6
|
|
105.5
|
Income taxes
payable
|
5.3
|
|
12.8
|
Current portion of
long-term debt
|
44.9
|
|
70.4
|
Total Current
Liabilities
|
908.2
|
|
981.2
|
Long-term debt,
net
|
2,527.0
|
|
2,739.9
|
Long-term operating
lease obligations
|
574.8
|
|
453.5
|
Deferred income
taxes
|
127.9
|
|
114.0
|
Other non-current
liabilities
|
82.6
|
|
83.5
|
Total
Liabilities
|
4,220.5
|
|
4,372.1
|
|
|
|
|
Redeemable
non-controlling interest
|
10.0
|
|
9.8
|
|
|
|
|
Stockholders' Equity
(Deficit):
|
|
|
|
Common stock, $0.01
par value, 500.0 million shares authorized; 283.8 million
shares
issued as of December 31, 2023 and 2022
|
2.8
|
|
2.8
|
Additional paid in
capital
|
558.7
|
|
598.2
|
Retained
earnings
|
3,279.2
|
|
2,988.5
|
Accumulated other
comprehensive loss
|
(136.7)
|
|
(176.9)
|
Treasury stock at
cost; 111.5 million and 113.3 million shares as of December
31, 2023
and 2022, respectively
|
(3,380.6)
|
|
(3,434.7)
|
Total Stockholders'
Equity (Deficit)
|
323.4
|
|
(22.1)
|
Total Liabilities,
Redeemable Non-Controlling Interest and Stockholders' Equity
(Deficit)
|
$
4,553.9
|
|
$
4,359.8
|
TEMPUR SEALY
INTERNATIONAL, INC. AND SUBSIDIARIES Consolidated
Statements of Cash Flows (in
millions) (unaudited)
|
|
|
Year Ended December
31,
|
|
2023
|
|
2022
|
CASH FLOWS FROM
OPERATING ACTIVITIES FROM CONTINUING OPERATIONS:
|
|
|
|
Net income before
non-controlling interest
|
$
370.7
|
|
$
457.8
|
Loss from discontinued
operations, net of tax
|
—
|
|
0.4
|
Adjustments to
reconcile net income to net cash provided by operating
activities:
|
|
|
|
Depreciation and
amortization
|
135.3
|
|
127.1
|
Amortization of
stock-based compensation
|
47.7
|
|
53.1
|
Amortization of
deferred financing costs
|
3.9
|
|
3.9
|
Bad debt
expense
|
8.2
|
|
6.7
|
Deferred income
taxes
|
8.3
|
|
(10.5)
|
Dividends received
from unconsolidated affiliates
|
20.4
|
|
22.9
|
Equity income in
earnings of unconsolidated affiliates
|
(23.0)
|
|
(21.1)
|
Loss on extinguishment
of debt
|
1.4
|
|
—
|
Foreign currency
transaction adjustments and other
|
(0.9)
|
|
0.3
|
Changes in operating
assets and liabilities:
|
|
|
|
Accounts
receivable
|
(11.5)
|
|
(14.8)
|
Inventories
|
75.8
|
|
(101.9)
|
Prepaid expenses and
other assets
|
50.1
|
|
(24.2)
|
Operating leases,
net
|
5.3
|
|
4.4
|
Accounts
payable
|
(46.9)
|
|
(59.5)
|
Accrued expenses and
other liabilities
|
(14.7)
|
|
(67.3)
|
Income taxes
receivable and payable
|
(59.8)
|
|
1.5
|
Net cash provided by
operating activities from continuing operations
|
570.3
|
|
378.8
|
|
|
|
|
CASH FLOWS FROM
INVESTING ACTIVITIES FROM CONTINUING OPERATIONS:
|
|
|
|
Purchases of property,
plant and equipment
|
(185.4)
|
|
(306.5)
|
Other
|
(2.4)
|
|
(8.8)
|
Net cash used in
investing activities from continuing operations
|
(187.8)
|
|
(315.3)
|
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES FROM CONTINUING OPERATIONS:
|
|
|
|
Proceeds from
borrowings under long-term debt obligations
|
2,667.6
|
|
2,303.1
|
Repayments of
borrowings under long-term debt obligations
|
(2,918.4)
|
|
(1,828.6)
|
Proceeds from exercise
of stock options
|
2.9
|
|
0.5
|
Treasury stock
repurchased
|
(36.0)
|
|
(667.4)
|
Dividends
paid
|
(77.7)
|
|
(70.5)
|
Payment of deferred
financing costs
|
(6.5)
|
|
—
|
Repayments of finance
lease obligations and other
|
(16.2)
|
|
(16.2)
|
Net cash used in
financing activities from continuing operations
|
(384.3)
|
|
(279.1)
|
|
|
|
|
Net cash used in
continuing operations
|
(1.8)
|
|
(215.6)
|
|
|
|
|
Net operating cash
flows used in discontinued operations
|
—
|
|
(0.3)
|
|
|
|
|
NET EFFECT OF EXCHANGE
RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
7.3
|
|
(15.4)
|
Increase (decrease) in
cash and cash equivalents
|
5.5
|
|
(231.3)
|
CASH AND CASH
EQUIVALENTS, beginning of period
|
69.4
|
|
300.7
|
CASH AND CASH
EQUIVALENTS, end of period
|
$
74.9
|
|
$
69.4
|
Summary of Channel Sales
The following table highlights net sales information, by channel
and by business segment, for the three months
ended December 31, 2023 and 2022:
|
Three Months Ended
December 31,
|
(in
millions)
|
Consolidated
|
|
North
America
|
|
International
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Wholesale(a)
|
$
869.7
|
|
$
906.1
|
|
$
762.8
|
|
$
812.9
|
|
$
106.9
|
|
$
93.2
|
Direct(b)
|
300.8
|
|
281.3
|
|
132.6
|
|
119.4
|
|
168.2
|
|
161.9
|
|
$
1,170.5
|
|
$
1,187.4
|
|
$
895.4
|
|
$
932.3
|
|
$
275.1
|
|
$
255.1
|
|
|
(a)
|
The Wholesale channel
includes all third party retailers, including third party
distribution, hospitality and healthcare.
|
(b)
|
The Direct channel
includes company-owned stores, online and call centers.
|
TEMPUR SEALY INTERNATIONAL, INC. AND
SUBSIDIARIES
Reconciliation of Non-GAAP Financial
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, adjusted EBITDA, consolidated indebtedness and consolidated
indebtedness less netted cash, which are not recognized terms under
GAAP and do not purport to be alternatives to net income, earnings
per share, gross profit, gross margin, operating income (expense)
and operating margin as a measure of operating performance or an
alternative to total debt as a measure of liquidity. The Company
believes these non-GAAP financial measures provide investors with
performance measures that better reflect the Company's underlying
operations and trends, providing a perspective not immediately
apparent from net income, gross profit, gross margin, operating
income (expense) and operating margin. The adjustments management
makes to derive the non-GAAP financial measures include adjustments
to exclude items that may cause short-term fluctuations in the
nearest GAAP financial measure, but which management does not
consider to be the fundamental attributes or primary drivers of the
Company's business.
The Company believes that exclusion of these items assists in
providing a more complete understanding of the Company's underlying
results from continuing operations and trends, and management uses
these measures along with the corresponding GAAP financial measures
to manage the Company's business, to evaluate its consolidated and
business segment performance compared to prior periods and the
marketplace, to establish operational goals and to provide
continuity to investors for comparability purposes. Limitations
associated with the use of these non-GAAP financial measures
include that these measures do not present all of the amounts
associated with the Company's results as determined in accordance
with GAAP. These non-GAAP financial measures should be considered
supplemental in nature and should not be construed as more
significant than comparable financial measures defined by GAAP.
Because not all companies use identical calculations, these
presentations may not be comparable to other similarly titled
measures of other companies. For more information about these
non-GAAP financial measures and a reconciliation to the nearest
GAAP financial measure, please refer to the reconciliations on the
following pages.
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, 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 corresponding
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.
Adjusted Net Income and Adjusted EPS
A reconciliation of reported net income to adjusted net income
and the calculation of adjusted EPS are 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 adjustments as described in the footnotes at the
end of this release.
The following table sets forth the reconciliation of the
Company's reported net income to adjusted net income and the
calculation of adjusted EPS for the three months
ended December 31, 2023 and 2022:
|
Three Months
Ended
|
(in millions, except
per share amounts)
|
December 31,
2023
|
|
December 31,
2022
|
Net income
|
$
77.1
|
|
$
101.7
|
Transaction
costs(1)
|
17.5
|
|
—
|
Fair value
remeasurement(2)
|
11.0
|
|
—
|
Operational start-up
costs(3)
|
4.0
|
|
1.6
|
Loss on extinguishment
of debt(4)
|
3.2
|
|
—
|
Cybersecurity
event(5)
|
0.8
|
|
—
|
Restructuring
costs(6)
|
—
|
|
4.7
|
ERP system
transition(7)
|
—
|
|
3.4
|
Income from
discontinued operations, net of tax(8)
|
—
|
|
(0.4)
|
Danish tax
matter(9)
|
(10.2)
|
|
(12.3)
|
Adjusted income tax
provision(10)
|
(9.5)
|
|
(2.5)
|
Adjusted net
income
|
$
93.9
|
|
$
96.2
|
|
|
|
|
Adjusted earnings per
share, diluted
|
$
0.53
|
|
$
0.54
|
|
|
|
|
Diluted shares
outstanding
|
178.2
|
|
177.0
|
The following table sets forth the reconciliation of the
Company's reported net income to adjusted net income and the
calculation of adjusted EPS for the years ended December 31, 2023 and 2022:
|
Year
Ended
|
(in millions, except
per common share amounts)
|
December 31,
2023
|
|
December 31,
2022
|
Net income
|
$
368.1
|
|
$
455.7
|
Transaction
costs(1)
|
49.0
|
|
—
|
Cybersecurity
event(5)
|
14.3
|
|
—
|
Fair value
remeasurement(2)
|
11.0
|
|
—
|
Operational start-up
costs(3)
|
10.4
|
|
6.5
|
ERP system
transition(7)
|
3.2
|
|
15.5
|
Loss on extinguishment
of debt(4)
|
3.2
|
|
—
|
Restructuring
costs(6)
|
—
|
|
10.0
|
Loss from discontinued
operations, net of tax(8)
|
—
|
|
0.4
|
Danish tax
matter(9)
|
(10.2)
|
|
(12.3)
|
Adjusted income tax
provision(10)
|
(23.4)
|
|
(7.9)
|
Adjusted net
income
|
$
425.6
|
|
$
467.9
|
|
|
|
|
Adjusted earnings per
share, diluted
|
$
2.40
|
|
$
2.60
|
|
|
|
|
Diluted shares
outstanding
|
177.3
|
|
180.3
|
|
Please refer to
Footnotes at the end of this release
|
Adjusted Gross Profit, Adjusted Gross Margin, Adjusted
Operating Income (Expense) and Adjusted Operating Margin
A reconciliation of gross profit and gross margin to adjusted
gross profit and adjusted gross margin, respectively, and operating
income (expense) and operating margin to adjusted operating income
(expense) and adjusted operating margin, respectively, are 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 adjustments as described in the
footnotes at the end of this release.
The following table sets forth the reconciliation of the
Company's reported gross profit and operating income (expense) to
the calculation of adjusted gross profit and adjusted operating
income (expense) for the three months ended December 31,
2023.
|
4Q
2023
|
(in millions, except
percentages)
|
Consolidated
|
|
Margin
|
|
North
America
|
|
Margin
|
|
International
|
|
Margin
|
|
Corporate
|
Net sales
|
$
1,170.5
|
|
|
|
$
895.4
|
|
|
|
$
275.1
|
|
|
|
$
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
$
512.8
|
|
43.8 %
|
|
$
359.7
|
|
40.2 %
|
|
$
153.1
|
|
55.7 %
|
|
$
—
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operational start-up
costs(3)
|
3.8
|
|
|
|
3.8
|
|
|
|
—
|
|
|
|
—
|
Cybersecurity
event(5)
|
0.5
|
|
|
|
0.5
|
|
|
|
—
|
|
|
|
—
|
Total
adjustments
|
4.3
|
|
|
|
4.3
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted gross
profit
|
$
517.1
|
|
44.2 %
|
|
$
364.0
|
|
40.7 %
|
|
$
153.1
|
|
55.7 %
|
|
$
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
(expense)
|
$
121.9
|
|
10.4 %
|
|
$
137.5
|
|
15.4 %
|
|
$
52.8
|
|
19.2 %
|
|
$
(68.4)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
costs(1)
|
17.5
|
|
|
|
—
|
|
|
|
—
|
|
|
|
17.5
|
Fair value
remeasurement(2)
|
11.0
|
|
|
|
—
|
|
|
|
—
|
|
|
|
11.0
|
Operational start-up
costs(3)
|
4.0
|
|
|
|
4.0
|
|
|
|
—
|
|
|
|
—
|
Cybersecurity
event(5)
|
0.8
|
|
|
|
0.5
|
|
|
|
—
|
|
|
|
0.3
|
Total
adjustments
|
33.3
|
|
|
|
4.5
|
|
|
|
—
|
|
|
|
28.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating
income
(expense)
|
$
155.2
|
|
13.3 %
|
|
$
142.0
|
|
15.9 %
|
|
$
52.8
|
|
19.2 %
|
|
$
(39.6)
|
|
Please refer to
Footnotes at the end of this release
|
The following table sets forth the reconciliation of the
Company's reported gross profit and operating income (expense) to
the calculation of adjusted gross profit and adjusted operating
income (expense) for the three months ended December 31, 2022.
|
4Q
2022
|
(in millions, except
percentages)
|
Consolidated
|
|
Margin
|
|
North
America
|
|
Margin
|
|
International
|
|
Margin
|
|
Corporate
|
Net sales
|
$
1,187.4
|
|
|
|
$
932.3
|
|
|
|
$
255.1
|
|
|
|
$
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
$
489.2
|
|
41.2 %
|
|
$
348.4
|
|
37.4 %
|
|
$
140.8
|
|
55.2 %
|
|
$
—
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ERP system
transition(7)
|
3.4
|
|
|
|
3.4
|
|
|
|
—
|
|
|
|
—
|
Operational start-up
costs(3)
|
1.6
|
|
|
|
1.6
|
|
|
|
—
|
|
|
|
—
|
Total
adjustments
|
5.0
|
|
|
|
5.0
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted gross
profit
|
$
494.2
|
|
41.6 %
|
|
$
353.4
|
|
37.9 %
|
|
$
140.8
|
|
55.2 %
|
|
$
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
(expense)
|
$
147.1
|
|
12.4 %
|
|
$
135.9
|
|
14.6 %
|
|
$
52.0
|
|
20.4 %
|
|
$
(40.8)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
costs(6)
|
4.7
|
|
|
|
—
|
|
|
|
0.7
|
|
|
|
4.0
|
ERP system
transition(7)
|
3.4
|
|
|
|
3.4
|
|
|
|
—
|
|
|
|
—
|
Operational start-up
costs(3)
|
1.6
|
|
|
|
1.6
|
|
|
|
—
|
|
|
|
—
|
Total
adjustments
|
9.7
|
|
|
|
5.0
|
|
|
|
0.7
|
|
|
|
4.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating
income (expense)
|
$
156.8
|
|
13.2 %
|
|
$
140.9
|
|
15.1 %
|
|
$
52.7
|
|
20.7 %
|
|
$
(36.8)
|
The following table sets forth the reconciliation of the
Company's reported gross profit and operating income (expense) to
the calculation of adjusted gross profit and adjusted operating
income (expense) for the year ended December 31,
2023.
|
FULL YEAR
2023
|
(in millions, except
percentages)
|
Consolidated
|
|
Margin
|
|
North
America
|
|
Margin
|
|
International
|
|
Margin
|
|
Corporate
|
Net sales
|
$
4,925.4
|
|
|
|
$
3,855.5
|
|
|
|
$
1,069.9
|
|
|
|
$
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
$
2,128.7
|
|
43.2 %
|
|
$
1,537.5
|
|
39.9 %
|
|
$
591.2
|
|
55.3 %
|
|
$
—
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operational start-up
costs(3)
|
10.2
|
|
|
|
10.2
|
|
|
|
—
|
|
|
|
—
|
Cybersecurity
event(5)
|
10.1
|
|
|
|
10.1
|
|
|
|
—
|
|
|
|
—
|
ERP system
transition(7)
|
3.2
|
|
|
|
3.2
|
|
|
|
—
|
|
|
|
—
|
Total
adjustments
|
23.5
|
|
|
|
23.5
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted gross
profit
|
$
2,152.2
|
|
43.7 %
|
|
$
1,561.0
|
|
40.5 %
|
|
$
591.2
|
|
55.3 %
|
|
$
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
(expense)
|
$
607.2
|
|
12.3 %
|
|
$
643.1
|
|
16.7 %
|
|
$
170.9
|
|
16.0 %
|
|
$
(206.8)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
costs(1)
|
49.0
|
|
|
|
—
|
|
|
|
—
|
|
|
|
49.0
|
Cybersecurity
event(5)
|
14.3
|
|
|
|
10.5
|
|
|
|
1.1
|
|
|
|
2.7
|
Fair value
remeasurement(2)
|
11.0
|
|
|
|
—
|
|
|
|
—
|
|
|
|
11.0
|
Operational start-up
costs(3)
|
10.4
|
|
|
|
10.4
|
|
|
|
—
|
|
|
|
—
|
ERP system
transition(7)
|
3.2
|
|
|
|
3.2
|
|
|
|
—
|
|
|
|
—
|
Total
adjustments
|
87.9
|
|
|
|
24.1
|
|
|
|
1.1
|
|
|
|
62.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating
income (expense)
|
$
695.1
|
|
14.1 %
|
|
$
667.2
|
|
17.3 %
|
|
$
172.0
|
|
16.1 %
|
|
$
(144.1)
|
|
Please refer to
Footnotes at the end of this release
|
The following table sets forth the reconciliation of the
Company's reported gross profit and operating income (expense) to
the calculation of adjusted gross profit and adjusted operating
income (expense) for the year ended December
31, 2022.
|
FULL YEAR
2022
|
(in millions, except
percentages)
|
Consolidated
|
|
Margin
|
|
North
America
|
|
Margin
|
|
International
|
|
Margin
|
|
Corporate
|
Net sales
|
$
4,921.2
|
|
|
|
$
3,886.1
|
|
|
|
$
1,035.1
|
|
|
|
$
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
$
2,049.6
|
|
41.6 %
|
|
$
1,487.3
|
|
38.3 %
|
|
$
562.3
|
|
54.3 %
|
|
$
—
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ERP system
transition(7)
|
11.1
|
|
|
|
11.1
|
|
|
|
—
|
|
|
|
—
|
Operational start-up
costs(3)
|
5.8
|
|
|
|
5.8
|
|
|
|
—
|
|
|
|
—
|
Total
adjustments
|
16.9
|
|
|
|
16.9
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted gross
profit
|
$
2,066.5
|
|
42.0 %
|
|
$
1,504.2
|
|
38.7 %
|
|
$
562.3
|
|
54.3 %
|
|
$
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
(expense)
|
$
680.6
|
|
13.8 %
|
|
$
642.4
|
|
16.5 %
|
|
$
187.2
|
|
18.1 %
|
|
$
(149.0)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ERP system
transition(7)
|
15.5
|
|
|
|
14.3
|
|
|
|
—
|
|
|
|
1.2
|
Restructuring
costs(6)
|
9.8
|
|
|
|
1.8
|
|
|
|
1.3
|
|
|
|
6.7
|
Operational start-up
costs(3)
|
6.1
|
|
|
|
6.1
|
|
|
|
—
|
|
|
|
—
|
Total
adjustments
|
31.4
|
|
|
|
22.2
|
|
|
|
1.3
|
|
|
|
7.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating
income (expense)
|
$
712.0
|
|
14.5 %
|
|
$
664.6
|
|
17.1 %
|
|
$
188.5
|
|
18.2 %
|
|
$
(141.1)
|
|
Please refer to
Footnotes at the end of this release
|
EBITDA, Adjusted EBITDA and Consolidated Indebtedness Less
Netted Cash
The following reconciliations are provided below:
- Net income to EBITDA and adjusted EBITDA
- Ratio of consolidated indebtedness less netted cash to adjusted
EBITDA
- Total debt, net to consolidated indebtedness less netted
cash
Management believes that presenting these non-GAAP measures
provides investors with useful information with respect to the
Company's operating performance, cash flow generation and
comparisons from period to period, as well as general information
about the Company's progress in reducing its leverage.
The Company's credit agreement (the "2023 Credit Agreement")
provides the definition of adjusted EBITDA. Accordingly, the
Company presents adjusted EBITDA to provide information regarding
the Company's compliance with requirements under the 2023 Credit
Agreement.
The following table sets forth the reconciliation of the
Company's reported net income to the calculations of EBITDA and
adjusted EBITDA for the three months ended December 31,
2023 and 2022:
|
Three Months
Ended
|
(in
millions)
|
December 31,
2023
|
|
December 31,
2022
|
Net income
|
$
77.1
|
|
$
101.7
|
Interest expense,
net
|
30.9
|
|
31.6
|
Loss on extinguishment
of debt(4)
|
3.2
|
|
—
|
Income tax
provision
|
9.9
|
|
11.5
|
Depreciation and
amortization
|
48.0
|
|
48.2
|
EBITDA
|
$
169.1
|
|
$
193.0
|
Adjustments:
|
|
|
|
Transaction
costs(1)
|
17.5
|
|
—
|
Fair value
remeasurement(2)
|
11.0
|
|
—
|
Operational start-up
costs(3)
|
4.0
|
|
1.6
|
Cybersecurity
event(5)
|
0.8
|
|
—
|
ERP system
transition(7)
|
—
|
|
3.4
|
Restructuring
costs(6)
|
—
|
|
4.7
|
Income from
discontinued operations, net of tax(8)
|
—
|
|
(0.4)
|
Adjusted
EBITDA
|
$
202.4
|
|
$
202.3
|
|
Please refer to
Footnotes at the end of this release
|
The following table sets forth the reconciliation of the
Company's reported net income to the calculations of EBITDA and
adjusted EBITDA for the year ended December
31, 2023:
|
Year
Ended
|
(in
millions)
|
December 31,
2023
|
Net income
|
$
368.1
|
Interest expense,
net
|
129.9
|
Loss on extinguishment
of debt(4)
|
3.2
|
Income tax
provision
|
103.4
|
Depreciation and
amortization
|
184.8
|
EBITDA
|
$
789.4
|
Adjustments:
|
|
Transaction
costs(1)
|
49.0
|
Cybersecurity
event(5)
|
14.3
|
Fair value
remeasurement(2)
|
11.0
|
Operational start-up
costs(3)
|
10.4
|
ERP system
transition(7)
|
3.2
|
Adjusted
EBITDA
|
$
877.3
|
|
|
Consolidated
indebtedness less netted cash
|
$
2,518.7
|
|
|
Ratio of consolidated
indebtedness less netted cash to adjusted EBITDA
|
2.87 times
|
On October 10, 2023, the Company
entered into the 2023 Credit Agreement with a syndicate of banks,
replacing the 2019 Credit Agreement. Under the 2023 Credit
Agreement, the definition of adjusted EBITDA contains certain
restrictions that limit adjustments to net income when calculating
adjusted EBITDA. For the twelve months ended December 31, 2023, the Company's adjustments to
net income when calculating adjusted EBITDA did not exceed the
allowable amount under the 2023 Credit Agreement.
The ratio of consolidated indebtedness less netted cash to
adjusted EBITDA is 2.87 times for the twelve months ended
December 31, 2023. The 2023 Credit
Agreement requires the Company to maintain a ratio of consolidated
indebtedness less netted cash to adjusted EBITDA of less than 5.00
times.
The following table sets forth the reconciliation of the
Company's reported total debt to the calculation of consolidated
indebtedness less netted cash as of December 31, 2023.
"Consolidated Indebtedness" and "Netted Cash" are terms used in the
2023 Credit Agreement for purposes of certain financial
covenants.
(in
millions)
|
December 31,
2023
|
Total debt,
net
|
$
2,571.9
|
Plus: Deferred
financing costs(11)
|
21.7
|
Consolidated
indebtedness
|
2,593.6
|
Less: Netted
cash(12)
|
74.9
|
Consolidated
indebtedness less netted cash
|
$
2,518.7
|
|
Please refer to
Footnotes at the end of this release
|
Footnotes:
(1)
|
The Company recorded
$17.5 million and $49.0 million of transaction costs, primarily
related to legal and professional fees associated with the pending
acquisition of Mattress Firm in the fourth quarter and year ended
2023, respectively.
|
(2)
|
In the fourth quarter
of 2023, the Company recorded a fair value remeasurement of $11.0
million related to a strategic investment in a product innovation
initiative.
|
(3)
|
The Company recorded
$4.0 million and $10.4 million of operational start-up costs
related to the capacity expansion of its manufacturing and
distribution facilities in the U.S. in the fourth quarter and year
ended 2023, respectively. Cost of sales included personnel and
facility related costs of $3.8 million and $10.2 million in the
fourth quarter and year ended 2023, respectively. The Company
recorded $1.6 million and $6.5 million of operational start-up
costs related to the capacity expansion of its manufacturing and
distribution facilities in the U.S. in the fourth quarter and year
ended 2022, respectively, including $0.4 million of other expense
for the year ended 2022. Cost of sales included personnel and
facility related costs of $1.6 million and $5.8 million in the
fourth quarter and year ended 2022, respectively.
|
(4)
|
In the fourth quarter
of 2023, the Company recognized $3.2 million of loss on
extinguishment of debt associated with the refinancing of its
senior secured credit facilities.
|
(5)
|
The Company recorded
$0.8 million and $14.3 million of costs associated with the
cybersecurity event identified on July 23, 2023 in the fourth
quarter and year ended 2023, respectively. Cost of sales included
$0.5 million and $10.1 million of manufacturing and network
disruption costs incurred to ensure business continuity in the
fourth quarter and year ended 2023, respectively. Operating
expenses included $0.3 million and $4.2 million, primarily related
to professional fees incurred for incident response, containment
measures and stabilization of the Company's information systems in
the fourth quarter and year ended 2023, respectively.
|
(6)
|
The Company recorded
$4.7 million and $10.0 million of restructuring costs in the fourth
quarter and year ended 2022, respectively. These costs were
primarily associated with professional fees and headcount
reductions related to organizational changes, including $0.2
million of other expense for the year ended 2022.
|
(7)
|
The Company recorded
$3.2 million of charges related to the transition of its ERP system
in the year ended 2023. The Company recorded $3.4 million and $15.5
million of charges related to the transition of its ERP system in
the fourth quarter and year ended 2022, respectively. Cost of sales
included $3.4 million and $11.1 million of manufacturing facility
ERP system transition costs, including labor, logistics, training
and travel in the fourth quarter and year ended 2022, respectively.
Operating expenses included $4.4 million, primarily related to
professional fees for the year ended 2022.
|
(8)
|
Certain subsidiaries in
the International business segment were accounted for as
discontinued operations and had been designated as unrestricted
subsidiaries in the 2019 Credit Agreement. Therefore, these
subsidiaries were excluded from the Company's adjusted financial
measures for covenant compliance purposes.
|
(9)
|
The Company recorded an
income tax benefit, on a net basis, of $10.2 million and $12.3
million related to its Danish tax matter in the fourth quarter of
2023 and 2022, respectively. In December 2022, the Danish tax
authority ("DTA") and the IRS agreed on a preliminary framework to
conclude the Company's Danish tax matter for the years 2012 through
2022. In October 2023, the DTA and the IRS formally concluded the
matter.
|
(10)
|
Adjusted income tax
provision represents the tax effects associated with the
aforementioned items, excluding the income tax benefit for the
Danish tax matter.
|
(11)
|
The Company presents
deferred financing costs as a direct reduction from the carrying
amount of the related debt in the Condensed Consolidated Balance
Sheets. For purposes of determining total debt for financial
covenant purposes, the Company has added these costs back to total
debt, net as calculated per the Condensed Consolidated Balance
Sheets.
|
(12)
|
Netted cash includes
cash and cash equivalents for domestic and foreign subsidiaries
designated as restricted subsidiaries in the 2023 Credit
Agreement.
|
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SOURCE Tempur Sealy International, Inc.