NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited)
(1)
Summary of Significant Accounting Policies
(a)
Basis of Presentation and Description of Business.
Tempur Sealy International, Inc., a Delaware corporation, together with its subsidiaries, is a U.S. based, multinational company. The term "Tempur Sealy International" refers to Tempur Sealy International, Inc. only, and the term "Company" refers to Tempur Sealy International, Inc. and its consolidated subsidiaries.
The Company develops, manufactures, markets and sells bedding products, which include mattresses, foundations and adjustable bases, and other products, which include pillows and other accessories. The Company also derives income from royalties by licensing Sealy® and Stearns & Foster® brands, technology and trademarks to other manufacturers. The Company sells its products through
two
sales channels: Wholesale and Direct.
The Company’s Condensed Consolidated Financial Statements include the results of Comfort Revolution, LLC ("Comfort Revolution"), a
45.0%
owned joint venture. Comfort Revolution constitutes a variable interest entity for which the Company is considered to be the primary beneficiary due to the Company's disproportionate share of the economic risk associated with its equity contribution, debt financing and other factors. The operations of Comfort Revolution are not material to the Company's Condensed Consolidated Financial Statements. On July 11, 2018, the Company acquired the remaining
55%
equity interest in Comfort Revolution, which will not result in a material impact to the Company's Condensed Consolidated Financial Statements.
The Company also has ownership interests in a group of Asia-Pacific joint ventures to develop markets for Sealy® branded products in those regions. The Company’s ownership interest in these joint ventures is
50.0%
. The equity method of accounting is used for these joint ventures, over which the Company has significant influence but does not have control, and consolidation is not otherwise required. The Company's carrying value in its equity method investments of
$24.3 million
and
$21.5 million
at
June 30, 2018
and
December 31, 2017
, respectively, is recorded in other non-current assets within the accompanying Condensed Consolidated Balance Sheets. The Company’s equity in the net income and losses of these investments is recorded as equity income in earnings of unconsolidated affiliates in the accompanying Condensed Consolidated Statements of Income.
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and include all of the information and disclosures required by generally accepted accounting principles in the United States ("GAAP") for interim financial reporting. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements of the Company and related footnotes for the year ended
December 31, 2017
, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 1, 2018
.
The results of operations for the interim periods are not necessarily indicative of results of operations for a full year. It is the opinion of management that all necessary adjustments for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein.
(b)
Adoption of New Accounting Standards.
Revenue Recognition.
On January 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" using the modified retrospective method. Under the modified retrospective method, the Company recognized the cumulative effect of initially applying the new revenue standard as a decrease to the opening balance of retained earnings. Adoption of Topic 606 did not have a material impact on the Company's financial statements. For additional information, see Note
3
, "
Revenue Recognition
" of the Condensed Consolidated Financial Statements.
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
Pensions.
In March 2017, the FASB issued ASU No. 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost", which is accounting guidance that changed how employers who sponsor defined benefit pension and/or postretirement benefit plans present the net periodic benefit cost in the Condensed Consolidated Statements of Income. This guidance requires employers to present the service cost component of net periodic benefit cost in the same caption within the Condensed Consolidated Statements of Income as other employee compensation costs from services rendered during the period. All other components of the net periodic benefit cost are presented separately outside of the operating income caption. The Company adopted ASU No. 2017-07 as of January 1, 2018 and applied the accounting guidance retrospectively. Adoption of this guidance resulted in a reclassification of pension and other postretirement plan non-service income and remeasurement adjustments, net, from within operating income to non-operating income. The adoption of this guidance was not material to the Condensed Consolidated Statement of Income in the current or prior year.
Accumulated Other Comprehensive Income.
In February 2018, the FASB issued ASU No. 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income"
,
which allows entities to reclassify tax effects stranded in accumulated other comprehensive loss ("AOCL") as a result of the Tax Cuts and Jobs Act of 2017 ("U.S. Tax Reform Act") to retained earnings. The Company early adopted ASU No. 2018-02 on March 31, 2018. The reclassification from AOCL to retained earnings is not material to the Condensed Consolidated Balance Sheet and Condensed Consolidated Statement of Income or Comprehensive Income.
(c)
Inventories
. Inventories are stated at the lower of cost or market, determined by the first-in, first-out method, and consist of the following:
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
December 31,
|
(in millions)
|
2018
|
|
2017
|
Finished goods
|
$
|
149.1
|
|
|
$
|
121.8
|
|
Work-in-process
|
10.8
|
|
|
11.5
|
|
Raw materials and supplies
|
64.5
|
|
|
49.7
|
|
|
$
|
224.4
|
|
|
$
|
183.0
|
|
(d)
Accrued Sales Returns
. The Company allows product returns through certain sales channels and on certain products. Estimated sales returns are provided at the time of sale based on historical sales channel return rates. Estimated future obligations related to these products are provided by a reduction of sales in the period in which the revenue is recognized. Accrued sales returns are included in accrued expenses and other current liabilities in the accompanying Condensed Consolidated Balance Sheets. Effective January 1, 2018 with the Company's adoption of Topic 606, the Company recognizes a return asset for the right to recover the goods returned by the customer. The right of return asset is recognized on a gross basis outside of the accrued sales returns and is not material to the Company's Condensed Consolidated Balance Sheet.
The Company had the following activity for sales returns from
December 31, 2017
to
June 30, 2018
:
|
|
|
|
|
(in millions)
|
|
Balance as of December 31, 2017
|
$
|
30.0
|
|
Reclassification and remeasurement of sales return asset under Topic 606
|
1.7
|
|
Balance as of January 1, 2018
|
31.7
|
|
Amounts accrued
|
46.5
|
|
Returns charged to accrual
|
(43.3
|
)
|
Balance as of June 30, 2018
|
$
|
34.9
|
|
As of
June 30, 2018
and
December 31, 2017
,
$22.4 million
and
$19.6 million
of accrued sales returns are included as a component of accrued expenses and other current liabilities and
$12.5 million
and
$10.4 million
of accrued sales returns are included in other non-current liabilities on the Company’s accompanying Consolidated Balance Sheets, respectively.
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
(e)
Warranties
. The Company provides warranties on certain products, which vary by segment, product and brand. Estimates of warranty expenses are based primarily on historical claims experience and product testing. Estimated future obligations related to these products are charged to cost of sales in the period in which the related revenue is recognized. The Company considers the impact of recoverable salvage value on warranty costs in determining its estimate of future warranty obligations.
The Company provides warranties on mattresses with varying warranty terms. Tempur-Pedic mattresses sold in the North America segment and all Sealy mattresses have warranty terms ranging from
10
to
25
years, generally non-prorated for the first
10
to
15
years and then prorated for the balance of the warranty term. Tempur-Pedic mattresses sold in the International segment have warranty terms ranging from
5
to
15
years, non-prorated for the first
5
years and then prorated on a straight-line basis for the last
10
years of the warranty term. Tempur-Pedic pillows have a warranty term of
3
years, non-prorated.
The Company had the following activity for its accrued warranty expense from
December 31, 2017
to
June 30, 2018
:
|
|
|
|
|
(in millions)
|
|
Balance as of December 31, 2017
|
$
|
36.7
|
|
Remeasurement of obligations under Topic 606
|
2.8
|
|
Balance as of January 1, 2018
|
39.5
|
|
Amounts accrued
|
19.1
|
|
Warranties charged to accrual
|
(21.4
|
)
|
Balance as of June 30, 2018
|
$
|
37.2
|
|
As of
June 30, 2018
and
December 31, 2017
,
$16.0 million
and
$16.7 million
of accrued warranty expense is included as a component of accrued expenses and other current liabilities and
$21.2 million
and
$20.0 million
of accrued warranty expense is included in other non-current liabilities in the Company’s accompanying Condensed Consolidated Balance Sheets, respectively.
(f)
Allowance for Doubtful Accounts
. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s accounts receivable. The Company regularly reviews the adequacy of its allowance for doubtful accounts. The Company determines the allowance based on historical write-off experience and current economic conditions and also considers factors such as customer credit, past transaction history with the customer and changes in customer payment terms when determining whether the collection of a customer receivable is reasonably assured. Account balances are charged off against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts included in accounts receivable, net in the accompanying Condensed Consolidated Balance Sheets was
$26.4 million
and
$27.4 million
as of
June 30, 2018
and
December 31, 2017
, respectively.
(g)
Derivative Financial Instruments
. Derivative financial instruments are used in the normal course of business to manage interest rate and foreign currency exchange risks. The financial instruments used by the Company are straight-forward, non-leveraged instruments. The counterparties to these financial instruments are financial institutions with strong credit ratings. The Company maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit ratings of these institutions. For all transactions designated as hedges, the hedging relationships are formally documented at the inception and on an ongoing basis in offsetting changes in cash flows of the hedged transaction.
The Company records derivative financial instruments in the Condensed Consolidated Balance Sheets as either an asset or liability measured at its fair value. Changes in a derivative's fair value (i.e., unrealized gains or losses) are recorded each period in earnings or other comprehensive income, depending on whether the derivative is designated and is effective as a hedged transaction, and on the type of hedging relationship.
For derivative financial instruments that are designated as a hedge, unrealized gains and losses related to the effective portion are either recognized in income immediately to offset the realized gain or loss on the hedged item, or are deferred and reported as a component of AOCL in stockholders' equity and subsequently recognized in net income when the hedged item affects net income. The change in fair value of the ineffective portion of a derivative financial instrument is recognized in net income immediately. For derivative instruments that are not designated as hedges, the gain or loss related to the change in fair value is also recorded to net income immediately. The effectiveness of the cash flow hedge contracts, including time value, is assessed prospectively and retrospectively on a monthly basis using regression analysis, as well as other timing and probability criteria. For derivative instruments that are not designated as hedges, the gain or loss related to the change in fair value is also recorded in net income immediately.
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
The forward exchange contract asset and liability as of
June 30, 2018
and
December 31, 2017
were based on Level 2 inputs and were not material in either period.
The Company is also exposed to foreign currency risk related to intercompany debt and certain intercompany accounts receivable and accounts payable. To manage the risk associated with fluctuations in foreign currencies related to these assets and liabilities, the Company enters into foreign exchange forward contracts. The Company considers these contracts to be economic hedges. Accordingly, changes in the fair value of these instruments affect earnings during the current period. These foreign exchange forward contracts protect against the reduction in value of forecasted foreign currency cash flows resulting from payments in foreign currencies.
(h)
Income Taxes.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are also recognized for the estimated future effects of tax loss carry forwards. The effect of changes in tax rates on deferred taxes is recognized in the period in which the enactment dates change. Valuation allowances are established when necessary on a jurisdictional basis to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for uncertain foreign and domestic tax positions utilizing an established recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
(i)
Customer Contract Termination.
During the week of January 23, 2017, the Company was unexpectedly notified by the senior management of Mattress Firm and representatives of Steinhoff International Holdings Ltd. ("Steinhoff"), its parent company, of Mattress Firm's intent to terminate its business relationship with the Company if the Company did not agree to considerable changes to its agreements with Mattress Firm, including significant economic concessions. The Company engaged in discussions to facilitate a mutually agreeable supply arrangement with Mattress Firm. However, the parties were unable to reach an agreement, and on January 27, 2017, Tempur-Pedic North America, LLC ("Tempur-Pedic") and Sealy Mattress Company ("Sealy Mattress") issued formal termination notices for all of their products to Mattress Firm. On January 30, 2017, Tempur-Pedic and Sealy Mattress entered into transition agreements with Mattress Firm in which they agreed, among other things, to continue supplying Mattress Firm until April 3, 2017, at which time the parties’ business relationships ended.
In the first quarter of 2017, the Company took steps to manage its cost structure as a result of the termination of the contracts with Mattress Firm. For the three months ended March 31, 2017, the Company recognized
$25.9 million
of net charges associated with the termination of the relationship with Mattress Firm. This amount includes
$11.5 million
of charges within cost of sales and
$14.4 million
of charges within customer termination charges, net in the Condensed Consolidated Statements of Income. The following amounts are recognized in cost of sales:
$5.4 million
of charges related to the write-off of customer-unique inventory and
$6.1 million
of increased warranty costs associated with claims historically retained by Mattress Firm. The following amounts are recognized in customer termination charges, net:
$22.8 million
of charges related to the write-off of Mattress Firm incentives and marketing assets, employee-related expenses and professional fees; and
$0.9 million
of accelerated stock-based compensation expense. These charges are offset by
$9.3 million
of benefit related to the change in estimate associated with performance-based stock compensation that is no longer probable of payout as a result of the termination of the contracts with Mattress Firm.
In the three months ended March 31, 2017, the Company also recognized
$9.3 million
related to the payments received pursuant to the transition agreements with Mattress Firm. This amount is included within other income, net in the Condensed Consolidated Statements of Income.
(j)
Highly Inflationary Economy
. Effective June 30, 2018, the Company determined that the economy in Argentina is highly inflationary. As a result, the Company will apply highly inflationary accounting to the financial statements of its Argentinian subsidiary beginning July 1, 2018.
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
(2)
Recently Issued Accounting Pronouncements
Leases
In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)", which requires lessees to recognize most assets and liabilities on the balance sheet for the rights and obligations created by leases and provides for expanded disclosures on key information about leasing arrangements. Topic 842 is effective for the Company on January 1, 2019. In transition, the Company is required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach.
The FASB recently issued ASU No. 2018-11, "Leases (Topic 842): Targeted Improvements", which allows entities to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the consolidated financial statements. This ASU allows entities to continue to apply the legacy guidance in Topic 840, including its disclosure requirements, in the comparative periods presented in the year the new leases standard is adopted. Entities that elect this option would still adopt the new leases standard using a modified retrospective transition method, but would recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption rather than in the earliest period presented. The Company expects to elect this transition option.
The Company's operating lease portfolio primarily includes manufacturing facility, warehouse, retail store and equipment leases. Upon adoption of Topic 842, the Company expects to recognize a right of use asset and liability related to substantially all operating lease arrangements. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. The Company expects to elect the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows the Company to carryforward the historical lease classification. The Company does not expect to elect the hindsight practical expedient to determine the lease term for existing leases.
The Company has conducted a risk assessment and has developed a transition plan that will enable the Company to meet the implementation requirement. The Company is in the process of determining the scope of the impact and gathering and assessing data. Additionally, the Company is evaluating its processes and internal controls to meet the accounting, reporting and disclosure requirements of Topic 842. While the Company is currently evaluating Topic 842 to determine the specific impact it will have on the Company's Condensed Consolidated Financial Statements, the adoption is expected to result in a material increase in the assets and liabilities recorded on the balance sheet.
(3)
Revenue Recognition
Revenue from Contracts with Customers
On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method. The largest impacts as a result of the new standard are the new required qualitative and quantitative disclosures. Other presentation and disclosure changes include the classification of royalty income to net sales and changes in the balance sheet classification and measurement for accrued sales returns and accrued warranty expenses.
The Company recognized the cumulative effect of initially applying Topic 606 as an adjustment to the opening balance of retained earnings for approximately
$3.0 million
, net of tax. Additionally, as a result of the new standard and effective January 1, 2018, the Company classifies royalty income within net sales. The comparative information has not been restated and continues to be reported under the accounting standards in effect for each period presented.
The Company evaluated the impact of the adoption on the classification of cooperative advertising programs and other promotional programs with the Company's customers. The impact of adoption to these promotional programs did not result in material changes in the Company's recognition or presentation of costs within the Company's Condensed Consolidated Statements of Income.
The following tables summarize the impact of adopting Topic 606 on the Company’s Condensed Consolidated Financial Statements as of and for the periods ended
June 30, 2018
:
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
(in millions)
|
As Reported
|
|
Balances Without Adoption of Topic 606
|
|
Effect of Change
Higher/(Lower)
|
|
As Reported
|
|
Balances Without Adoption of Topic 606
|
|
Effect of Change
Higher/(Lower)
|
Statement of Income
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
$
|
669.7
|
|
|
$
|
664.2
|
|
|
$
|
5.5
|
|
|
$
|
1,317.7
|
|
|
$
|
1,306.9
|
|
|
$
|
10.8
|
|
Royalty income, net of royalty expense
|
—
|
|
|
5.5
|
|
|
(5.5
|
)
|
|
—
|
|
|
10.8
|
|
|
(10.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
(in millions)
|
As Reported
|
|
Balances Without Adoption of Topic 606
|
|
Effect of Change
Higher/(Lower)
|
Balance Sheet
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Prepaid expenses and other current assets
|
$
|
69.8
|
|
|
$
|
68.6
|
|
|
$
|
1.2
|
|
Deferred income taxes
|
23.6
|
|
|
22.7
|
|
|
0.9
|
|
Other non-current assets
|
236.2
|
|
|
235.3
|
|
|
0.9
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Accrued expenses and other current liabilities
|
$
|
227.2
|
|
|
$
|
224.7
|
|
|
$
|
2.5
|
|
Other non-current liabilities
|
209.0
|
|
|
206.2
|
|
|
2.8
|
|
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
Total stockholders' equity
|
$
|
158.0
|
|
|
$
|
160.3
|
|
|
$
|
(2.3
|
)
|
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
Disaggregation of Revenue
The following table presents the Company's disaggregated revenue by channel, product and geographical region, including a reconciliation of disaggregated revenue by segment, for the
three and six
months ended
June 30, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
(in millions)
|
North America
|
|
International
|
|
Consolidated
|
|
North America
|
|
International
|
|
Consolidated
|
Channel
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale
|
$
|
494.3
|
|
|
$
|
108.5
|
|
|
$
|
602.8
|
|
|
$
|
948.3
|
|
|
$
|
242.7
|
|
|
$
|
1,191.0
|
|
Direct
|
33.5
|
|
|
33.4
|
|
|
66.9
|
|
|
64.5
|
|
|
62.2
|
|
|
126.7
|
|
Net sales
|
$
|
527.8
|
|
|
$
|
141.9
|
|
|
$
|
669.7
|
|
|
$
|
1,012.8
|
|
|
$
|
304.9
|
|
|
$
|
1,317.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
International
|
|
Consolidated
|
|
North America
|
|
International
|
|
Consolidated
|
Product
|
|
|
|
|
|
|
|
|
|
|
|
Bedding products
|
$
|
497.4
|
|
|
$
|
112.8
|
|
|
$
|
610.2
|
|
|
$
|
949.7
|
|
|
$
|
246.0
|
|
|
$
|
1,195.7
|
|
Other products
|
30.4
|
|
|
29.1
|
|
|
59.5
|
|
|
63.1
|
|
|
58.9
|
|
|
122.0
|
|
Net sales
|
$
|
527.8
|
|
|
$
|
141.9
|
|
|
$
|
669.7
|
|
|
$
|
1,012.8
|
|
|
$
|
304.9
|
|
|
$
|
1,317.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
International
|
|
Consolidated
|
|
North America
|
|
International
|
|
Consolidated
|
Geographical region
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
$
|
477.7
|
|
|
$
|
—
|
|
|
$
|
477.7
|
|
|
$
|
917.9
|
|
|
$
|
—
|
|
|
$
|
917.9
|
|
Canada
|
50.1
|
|
|
—
|
|
|
50.1
|
|
|
94.9
|
|
|
—
|
|
|
94.9
|
|
International
|
—
|
|
|
141.9
|
|
|
141.9
|
|
|
—
|
|
|
304.9
|
|
|
304.9
|
|
Net sales
|
$
|
527.8
|
|
|
$
|
141.9
|
|
|
$
|
669.7
|
|
|
$
|
1,012.8
|
|
|
$
|
304.9
|
|
|
$
|
1,317.7
|
|
The North America and International segments sell product through
two
channels: Wholesale and Direct. The Wholesale channel includes all product sales to third party retailers, including third party distribution, hospitality and healthcare. The Direct channel includes product sales to company-owned stores, e-commerce and call centers. The North America and International segments classify products into
two
major categories: Bedding and Other. Bedding products include mattresses, foundations and adjustable foundations. Other products include pillows, mattress covers, sheets, cushions and various other comfort products.
The Wholesale channel also includes income from royalties derived by licensing Sealy® and Stearns & Foster® brands, technology and trademarks to other manufacturers. The licenses include rights for the licensees to use trademarks as well as current proprietary or patented technology that the Company utilizes. The Company also provides its licensees with product specifications, research and development, statistical services and marketing programs. The Company recognizes royalty income based on the occurrence of sales of Sealy® and Stearns & Foster® branded products by various licensees.
For product sales in each of the Company's channels, the Company recognizes a sale when the obligations under the terms of the contract with the customer is satisfied, which is generally when control of the product has transferred to the customer. Transferring control of each product sold is considered a separate performance obligation. The Company transfers control and recognizes a sale when it ships the product to a customer or when the customer receives the product based upon agreed shipping terms. Each unit sold is considered an independent, unbundled performance obligation. The Company does not have any additional performance obligations other than product sales that are material in the context of the contract. The Company also offers assurance type warranties on certain of its products. A warranty is considered an assurance type warranty if it provides the consumer with assurance that the product will function as intended. Assurance type warranties are not accounted for as separate performance obligations under the revenue model.
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
The transaction price is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. The amount of consideration the Company receives, and correspondingly, the revenue that is recognized, varies due to sales incentives and returns the Company offers to its wholesale and retail channel customers. Specifically, the Company extends volume discounts, as well as promotional allowances, floor sample discounts, commissions paid to retail associates and slotting fees to its Wholesale channel customers and reflects these amounts as a reduction of sales at the time revenue is recognized based on historical experience. The Company allows returns following a sale, depending on the channel and promotion. The Company reduces revenue and cost of sales for its estimate of the expected returns, which is primarily based on the level of historical sales returns. The Company does not offer extended payment terms beyond one year to customers. As such, the Company does not adjust its consideration for financing arrangements.
The Company is subject to certain non-income taxes in certain jurisdictions including, but not limited to, sales tax, value added tax, excise tax and other taxes. These taxes are excluded from the transaction price, and therefore, excluded from revenue. The Company has elected to account for shipping and handling activities as a fulfillment cost as permitted by Topic 606. Accordingly, the Company reflects all amounts billed to customers for shipping and handling in revenue and the costs of fulfillment in cost of sales.
(4)
Goodwill
The following summarizes changes to the Company’s goodwill, by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
North America
|
|
International
|
|
Consolidated
|
Balance as of December 31, 2017
|
$
|
576.6
|
|
|
$
|
156.5
|
|
|
$
|
733.1
|
|
Foreign currency translation and other
|
(3.2
|
)
|
|
(2.8
|
)
|
|
(6.0
|
)
|
Balance as of June 30, 2018
|
$
|
573.4
|
|
|
$
|
153.7
|
|
|
$
|
727.1
|
|
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
(5)
Debt
Debt for the Company consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
|
|
(in millions, except percentages)
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|
Maturity Date
|
2016 Credit Agreement
|
|
|
|
|
|
|
|
|
|
Term A Facility
|
$
|
540.0
|
|
|
(1)
|
|
$
|
555.0
|
|
|
(2)
|
|
April 6, 2021
|
Revolver
|
—
|
|
|
(1)
|
|
—
|
|
|
(2)
|
|
April 6, 2021
|
2026 Senior Notes
|
600.0
|
|
|
5.500%
|
|
600.0
|
|
|
5.500%
|
|
June 15, 2026
|
2023 Senior Notes
|
450.0
|
|
|
5.625%
|
|
450.0
|
|
|
5.625%
|
|
October 15, 2023
|
Securitized debt
|
92.4
|
|
|
(3)
|
|
49.0
|
|
|
(3)
|
|
April 12, 2019
|
Capital lease obligations
(4)
|
69.2
|
|
|
|
|
71.8
|
|
|
|
|
Various
|
Other
|
41.0
|
|
|
|
|
36.7
|
|
|
|
|
Various
|
Total debt
|
1,792.6
|
|
|
|
|
1,762.5
|
|
|
|
|
|
Less: deferred financing costs
|
(8.5
|
)
|
|
|
|
(9.4
|
)
|
|
|
|
|
Total debt, net
|
1,784.1
|
|
|
|
|
1,753.1
|
|
|
|
|
|
Less: current portion
|
(77.3
|
)
|
|
|
|
(72.4
|
)
|
|
|
|
|
Total long-term debt, net
|
$
|
1,706.8
|
|
|
|
|
$
|
1,680.7
|
|
|
|
|
|
|
|
|
(1)
|
Interest at LIBOR plus applicable margin of 2.00% as of June 30, 2018
|
(2)
|
Interest at LIBOR plus applicable margin of 1.75% as of December 31, 2017.
|
(3)
|
Interest at one month LIBOR index plus 80 basis points.
|
(4)
|
Capital lease obligations are a non-cash financing activity.
|
2016 Credit Agreement
On April 6, 2016, the Company entered into a senior secured credit agreement ("2016 Credit Agreement") with a syndicate of banks. The 2016 Credit Agreement requires compliance with certain financial covenants providing for maintenance of a minimum consolidated interest coverage ratio, maintenance of a maximum consolidated total net leverage ratio, and maintenance of a maximum consolidated secured net leverage ratio. The consolidated total net leverage ratio is calculated using consolidated funded debt less qualified cash. Consolidated funded debt includes debt recorded in the Condensed Consolidated Balance Sheets as of the reporting date, plus letters of credit outstanding and other short-term debt. The Company is allowed to subtract from consolidated funded debt an amount equal to
100.0%
of domestic qualified cash and
60.0%
of foreign qualified cash, the aggregate of which cannot exceed
$150.0 million
at the end of the reporting period. As of
June 30, 2018
, domestic qualified cash was
$15.3 million
and foreign qualified cash was
$10.4 million
.
The Company is in compliance with all applicable covenants as of
June 30, 2018
.
Securitized Debt
On April 12, 2017, the Company and certain of its subsidiaries entered into a securitization transaction with respect to certain accounts receivable due to the Company and certain of its subsidiaries (the "Accounts Receivable Securitization"). In connection with this transaction, the Company and a wholly-owned special purpose subsidiary, entered into a credit agreement that provides for revolving loans to be made from time to time in a maximum amount that varies over the course of the year based on the seasonality of the Company's accounts receivable and is subject to an overall limit of
$120.0 million
. The Accounts Receivable Securitization matures on April 12, 2019.
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
The obligations of the Company and its relevant subsidiaries under the Accounts Receivable Securitization are secured by the accounts receivable and certain related rights and the facility agreements contain customary events of default. The accounts receivable will continue to be owned by the Company and its subsidiaries and will continue to be reflected as assets on the Company’s Condensed Consolidated Balance Sheets and represent collateral up to the amount of the borrowings under this facility. Borrowings under this facility are classified as long-term debt within the Condensed Consolidated Balance Sheets, based on the Company's ability and intent to refinance on a long-term basis as of
June 30, 2018
.
On April 2, 2018, the Company and its subsidiaries entered into an amendment to its Accounts Receivable Securitization that modified certain covenants and calculations. This amendment was designed to create more flexibility and to increase average availability on the line, while not changing the overall limit or maturity.
Fair Value of Financial Instruments
Financial instruments, although not recorded at fair value on a recurring basis, include cash and cash equivalents, accounts receivable, accounts payable, and the Company's debt obligations. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate fair value using Level 1 inputs because of the short-term maturity of those instruments. Borrowings under the 2016 Credit Agreement and the securitized debt are at variable interest rates and accordingly their carrying amounts approximate fair value. The fair value of the following material financial instruments were based on Level 2 inputs estimated using discounted cash flows and market-based expectations for interest rates, credit risk, and the contractual terms of debt instruments. The fair values of these material financial instruments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
(in millions)
|
|
June 30, 2018
|
|
December 31, 2017
|
2023 Senior Notes
|
|
$
|
451.1
|
|
|
$
|
470.9
|
|
2026 Senior Notes
|
|
581.5
|
|
|
618.1
|
|
(6)
Stockholders' Equity
(a)
Common Stock.
Tempur Sealy International has
300.0 million
authorized shares of common stock with
$0.01
per share par value and
0.01 million
authorized shares of preferred stock with
$0.01
per share par value. The holders of the common stock are entitled to
one
vote for each share held of record on all matters submitted to a vote of stockholders. Subject to preferences that may be applicable to any outstanding preferred stock, holders of the common stock are entitled to receive ratably such dividends as may be declared from time to time by the Board of Directors ("Board") out of funds legally available for that purpose. In the event of liquidation, dissolution or winding up, the holders of the common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.
The Board is authorized, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or more series. Each such series of preferred stock will have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as determined by the Board, which may include, among others, dividend rights, voting rights, redemption and sinking fund provisions, liquidation preferences, conversion rights and preemptive rights.
(b)
Treasury Stock.
As of
June 30, 2018
, the Company had approximately
$226.9 million
remaining under the existing share repurchase authorization for repurchases of Tempur Sealy International's common stock. The Company did not repurchase any shares during the six months ended
June 30, 2018
. For the six months ended
June 30, 2017
, the Company repurchased
0.6 million
shares for approximately
$40.1 million
.
In addition, the Company acquired
0.1 million
shares upon the vesting of certain performance restricted stock units ("PRSUs"), which were withheld to satisfy tax withholding obligations during both the
six
months ended
June 30, 2018
and
2017
. The shares withheld were valued at the closing price of the stock on the New York Stock Exchange on the vesting date or first business day thereafter, resulting in approximately
$3.0 million
and
$0.3 million
in treasury stock acquired during the
six
months ended
June 30, 2018
and
2017
, respectively.
(c)
AOCL.
AOCL consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
June 30,
|
|
June 30,
|
(in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Foreign Currency Translation
|
|
|
|
|
|
|
|
Balance at beginning of period
|
$
|
(67.8
|
)
|
|
$
|
(111.1
|
)
|
|
$
|
(72.8
|
)
|
|
$
|
(119.9
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
(1)
|
(16.1
|
)
|
|
9.3
|
|
|
(11.1
|
)
|
|
18.1
|
|
Balance at end of period
|
$
|
(83.9
|
)
|
|
$
|
(101.8
|
)
|
|
$
|
(83.9
|
)
|
|
$
|
(101.8
|
)
|
|
|
|
|
|
|
|
|
Pensions
|
|
|
|
|
|
|
|
Balance at beginning of period
|
$
|
(3.3
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
(2.2
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
Net change from period revaluations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Tax expense
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total other comprehensive income before reclassifications, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net amount reclassified to earnings
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
U.S. tax reform - reclassification to retained earnings upon adoption of ASU No. 2018-02
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
Tax benefit
(2)
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
Total amount reclassified from accumulated other comprehensive loss, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
Total other comprehensive loss
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
Balance at end of period
|
$
|
(3.3
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(3.3
|
)
|
|
$
|
(2.2
|
)
|
|
|
|
|
|
|
|
|
Foreign Exchange Forward Contracts
|
|
|
|
|
|
|
|
Balance at beginning of period
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
Net change from period revaluations
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.4
|
)
|
Tax benefit
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Total other comprehensive loss before reclassifications, net of tax
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
Net amount reclassified to earnings
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
Tax benefit
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Total amount reclassified from accumulated other comprehensive loss, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
Total other comprehensive loss
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.6
|
)
|
Balance at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
(1)
|
In 2018 and 2017, there were no tax impacts related to foreign currency translation adjustments and no amounts were reclassified to earnings.
|
(2)
|
These amounts were included in the income tax provision in the accompanying Condensed Consolidated Statements of Income.
|
(3)
|
This amount was included in cost of sales in the accompanying Condensed Consolidated Statements of Income.
|
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
(7)
Other Items
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consisted of the following:
|
|
|
|
|
|
|
|
|
(in millions)
|
June 30, 2018
|
|
December 31, 2017
|
Advertising
|
$
|
47.9
|
|
|
$
|
44.5
|
|
Wages and benefits
|
43.4
|
|
|
57.6
|
|
Sales returns
|
22.4
|
|
|
19.6
|
|
Warranty
|
16.0
|
|
|
16.7
|
|
Rebates
|
7.5
|
|
|
11.4
|
|
Other
|
90.0
|
|
|
84.4
|
|
|
$
|
227.2
|
|
|
$
|
234.2
|
|
(8)
Stock-Based Compensation
The Company’s stock-based compensation expense for the
three and six
months ended
June 30, 2018
and
2017
included PRSUs, non-qualified stock options, restricted stock units ("RSUs") and deferred stock units ("DSUs"). A summary of the Company’s stock-based compensation expense (benefit) is presented in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
(in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
PRSU expense (benefit)
|
$
|
0.7
|
|
|
$
|
1.2
|
|
|
$
|
1.5
|
|
|
$
|
(8.1
|
)
|
Option expense
|
1.9
|
|
|
1.8
|
|
|
3.8
|
|
|
3.8
|
|
RSU/DSU expense
|
4.2
|
|
|
3.0
|
|
|
7.8
|
|
|
6.9
|
|
Total stock-based compensation expense
|
$
|
6.8
|
|
|
$
|
6.0
|
|
|
$
|
13.1
|
|
|
$
|
2.6
|
|
During the
six
months ended
June 30, 2017
, the Company recorded a
$9.3 million
benefit in the Condensed Consolidated Statements of Income related to a change in estimate associated with performance-based stock compensation that was no longer probable of payout as a result of the termination of the Mattress Firm relationship.
In March 2018, the Compensation Committee of the Board of Directors formally determined that the Company did not have more than
$650.0 million
of adjusted earnings before interest, tax, depreciation and amortization ("Adjusted EBITDA") for 2017 (the "
2017
Aspirational Plan PRSUs"). As a result, approximately two-thirds of the PRSUs previously granted with a performance period for 2017 ("2017 Aspirational PRSUs") were forfeited as of this date. At
June 30, 2018
, the Company has
0.3 million
of these 2017 Aspirational PRSUs still outstanding that will vest if the Company achieves more than
$650.0 million
of Adjusted EBITDA for
2018
. If the Company does not achieve more than
$650.0 million
of Adjusted EBITDA in
2018
, then all remaining
2017
Aspirational Plan PRSUs will be forfeited. Adjusted EBITDA is defined as the Company’s "Consolidated EBITDA" as such term is defined in the Company’s 2012 Credit Agreement.
The Company did not record any stock-based compensation expense related to the
2017
Aspirational Plan PRSUs during the
three and six
months ended
June 30, 2018
and
2017
, as it is not considered probable that the Company will achieve the specified performance target as of
December 31, 2018
. The Company will continue to evaluate the probability of achieving the performance condition in future periods and record the appropriate expense if necessary. Based on the price of the Company’s common stock on the grant date, the total unrecognized compensation expense related to this award if the performance target is met for
2018
is
$24.8 million
, which would be expensed over the remaining service period if achievement of the performance condition becomes probable.
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
The Company has
1.6 million
PRSUs outstanding that will vest if the Company achieves a certain level of Adjusted EBITDA during four consecutive fiscal quarters as described below (the "2019 Aspirational Plan PRSUs").
The 2019 Aspirational Plan PRSUs will vest based on the highest Adjusted EBITDA in any four consecutive fiscal quarter period ending between (and including) March 31, 2018 and December 31, 2019 (the “First Designated Period”). If the highest Adjusted EBITDA in the First Designated Period is
$600.0 million
,
66%
will vest; if the highest Adjusted EBITDA equals or exceeds
$650.0 million
, then
100%
will vest; if the highest Adjusted EBITDA is between
$600.0 million
and
$650.0 million
then a pro rata portion will vest; and if the highest Adjusted EBITDA is less than
$600.0 million
then one-half of the 2019 Aspirational Plan PRSUs will no longer be available for vesting based on performance and the remaining one-half will remain available for vesting based on the highest Adjusted EBITDA in any four consecutive fiscal quarter period ending between (and including) March 31, 2020 and December 31, 2020 (the “Second Designated Period”). If the highest Adjusted EBITDA in the Second Designated Period is
$600.0 million
then
66%
of the remaining 2019 Aspirational Plan PRSUs will vest; if the Adjusted EBITDA is
$650.0 million
or more
100%
will vest; if Adjusted EBITDA is between
$600.0 million
and
$650.0 million
then a pro rata portion will vest; and if Adjusted EBITDA is below
$600.0 million
then all of the remaining 2019 Aspirational Plan PRSUs will be forfeited. Adjusted EBITDA is defined for purposes of the 2019 Aspirational PRSUs as the Company’s "Consolidated EBITDA" as such term is defined in the Company’s 2016 Credit Agreement.
The Company did not record any stock-based compensation expense related to the 2019 Aspirational Plan PRSUs during the
three and six
months ended
June 30, 2018
, as it is not considered probable that the Company will achieve the specified performance target for either the First Designated Period or Second Designated Period. The Company will continue to evaluate the probability of achieving the performance condition in future periods and record the appropriate expense if necessary. Based on the price of the Company’s common stock on the grant date, the total unrecognized compensation expense related to this award if the performance target is met for the First Designated Period is
$93.9 million
, which would be expensed over the remaining service period if achievement of the performance condition becomes probable.
(9)
Commitments and Contingencies
(a)
David Buehring, Individually and on Behalf of All Others Similarly Situated v. Tempur Sealy International, Inc., Scott L. Thompson, and Barry A. Hytinen, filed March 24, 2017.
On March 24, 2017, a suit was filed against Tempur Sealy International, Inc., and
two
of its officers in the U.S. District Court for the Southern District of New York, purportedly on behalf of a proposed class of stockholders who purchased Tempur Sealy common stock between July 28, 2016 and January 27, 2017. The complaint alleges that the Company made materially false and misleading statements regarding its then existing and future financial prospects, including those with one of its retailers, Mattress Firm, allegedly in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The Company does not believe the claims have merit and intends to vigorously defend against these claims. A Motion to Dismiss the case was filed by the Company on October 5, 2017. The case is in the early stages of litigation. As a result, the outcome of the case is unclear and the Company is unable to reasonably estimate the possible loss or range of loss, if any. Accordingly, the Company can give no assurance that this matter will not have a material adverse effect on the Company’s financial position or results of operations.
(b) Myla Gardner v. Scott L. Thompson, Barry A. Hytinen, Evelyn S. Dilsaver, John A. Heil, Jon L. Luther, Usman Nabi, Richard W. Neu, Robert B. Trussell, Jr. and Tempur Sealy International, Inc., filed July 10, 2017; Joseph L. Doherty v. Scott L. Thompson, Barry A. Hytinen, Evelyn S. Dilsaver, John A. Heil, Jon L. Luther, Usman Nabi, Richard W. Neu, Robert B. Trussell, Jr. and Tempur Sealy International, Inc., filed July 20, 2017; and Paul Onesti v. Scott L. Thompson, Barry A. Hytinen, Evelyn S. Dilsaver, John A. Heil, Jon L. Luther, Usman Nabi, Richard W. Neu, Robert B. Trussell, Jr. and Tempur Sealy International, Inc., filed July 21, 2017.
During July 2017,
three
putative shareholder derivative suits were filed against the Company, each member of its Board of Directors and
two
of its officers. Each complaint alleges that the Board of Directors and officers caused the Company to make materially false and misleading statements regarding its business and financial prospects, including those with one of its retailers, Mattress Firm, which was a violation of the fiduciary duties they owed to the Company. The Company does not believe any of the suits have merit and intends to vigorously defend against the claims in each case. The Plaintiffs in each of the cases have agreed to stay their respective actions until after a decision is rendered on the Motion to Dismiss in the Buehring action noted above. These cases are in the early stages of litigation. As a result, the outcome of each case is unclear and the Company is unable to reasonably estimate the possible loss or range of loss, if any.
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
(c)
Mattress Firm, Inc. v. Tempur-Pedic North America, LLC and Sealy Mattress Company, filed March 30, 2017.
On March 30, 2017, a suit was filed against Tempur-Pedic and Sealy Mattress (
two
wholly-owned subsidiaries of the Company) in the District Court of Harris County, Texas by Mattress Firm. The complaint alleges breach of contract and tortious interference and seeks a declaratory judgment with respect to the interpretation of its agreements with the Company. On April 7, 2017, the Company's subsidiaries named above filed suit against Mattress Firm in the U.S. District Court for the Southern District of Texas, Houston Division seeking injunctive relief and damages for trademark infringement, unfair competition and trademark dilution in violation of the Lanham Act, and breach of contract and other state law violations. The complaint alleges that Mattress Firm violated the parties' transition agreements dated January 30, 2017, and consequently, federal and state law, by its use of the Company’s trademarks after April 3, 2017. On April 28, 2017, the complaint was amended to add a claim by Sealy Mattress for nonpayment by Mattress Firm for products sold and delivered. On May 23, 2017, the complaint was further amended to add allegations that Mattress Firm continued to use the Company’s trade names and trademarks on its website and in advertising in an inappropriate manner. On July 11, 2017, the Court issued a preliminary injunction prohibiting Mattress Firm from using the Company’s names and marks in such manner.
Discovery is complete in the federal court case, and Motions for Summary Judgment on certain claims were filed by both parties in early 2018. The Court issued orders resolving all issues contained in those Motions for Summary Judgment during June and July 2018. The Company anticipates that a trial date will be set in the near future. The discovery period in the state court case has been extended into September 2018, and the trial date initially set for September is expected to be reset for a later date. Discovery is proceeding in the state court case.
The Company does not believe the claims asserted by Mattress Firm in the federal and state court cases have merit and intends to vigorously defend against them. The outcomes of the cases remain unclear and the Company is unable to reasonably estimate the possible loss or range of loss, if any. Accordingly, the Company can give no assurance that these matters will not have a material adverse effect on the Company’s financial position or results of operations.
(d)
Other.
The Company is involved in various other legal and administrative proceedings incidental to the operations of its business. The Company believes that the outcome of all such other pending proceedings in the aggregate will not have a material adverse effect on its business, financial condition, liquidity, or operating results.
(10)
Income Taxes
On December 22, 2017, President Trump signed into law the U.S. Tax Reform Act. The provisions of the U.S. Tax Reform Act are effective for the Company’s year beginning January 1, 2018. As such, the income tax rate for the
three and six
months ended
June 30, 2018
reflects the impact of the provisions of the U.S. Tax Reform Act.
The Company’s effective tax rate for the three months ended
June 30, 2018
and
2017
was
28.9%
and
37.6%
, respectively. The Company's effective tax rate for the
six
months ended
June 30, 2018
and
2017
was
29.7%
and
34.0%
respectively. The Company’s income tax rate for the
three and six
months ended
June 30, 2018
and
2017
differed from the U.S. federal statutory rates of
21.0%
and
35.0%
, respectively, principally due to subpart F income (for the
six
months ended
June 30, 2018
subpart F income is primarily due to global intangible low-taxed income (“GILTI”) earned by the Company’s foreign subsidiaries), certain foreign income tax rate differentials, state and local income taxes, certain other permanent differences, changes in the Company’s uncertain tax positions, and the excess tax deficiency (or benefit) related to stock-based compensation. The Company accounts for the GILTI tax in the period in which such tax arises.
The estimated impacts of the U.S. Tax Reform Act recorded during 2017 and the
three and six
months ended
June 30, 2018
, are provisional in nature. The Company will continue to assess the impact of the U.S. Tax Reform Act and will record adjustments through the income tax provision in the relevant period as authoritative guidance is made available to the public. Accordingly, the impact of the U.S. Tax Reform Act may differ from the Company's provisional estimates due to and among other factors, information currently not available, changes in interpretations and the issuance of additional guidance, as well as changes in assumptions the Company has currently made, including actions the Company may take in future periods as a result of the U.S. Tax Reform Act.
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
The Company has received income tax assessments from the Danish Tax Authority ("SKAT") with respect to the tax years 2001 through 2008 relating to the royalty paid by a U.S. subsidiary of Tempur Sealy International to a Danish subsidiary (the "Danish Assessments"). The royalty is paid by the U.S. subsidiary for the right to utilize certain intangible assets owned by the Danish subsidiary in the U.S. production process. In its assessment, SKAT asserts that the amount of royalty rate paid by the U.S. subsidiary to the Danish subsidiary is not reflective of an arms-length transaction. Accordingly, the tax assessment received from SKAT is based, in part, on a
20%
royalty rate, which is substantially higher than that historically used or deemed appropriate by the Company.
The cumulative total tax assessment at
June 30, 2018
for all years for which an assessment has been received (2001 - 2008) is approximately Danish Krone ("DKK")
1,683.9 million
, including interest and penalties (
$263.7 million
, based on the DKK to USD exchange rate on
June 30, 2018
). The cumulative total tax assessment at
December 31, 2017
for all years for which an assessment had been received up through that date (2001 - 2008) including interest and penalties was approximately DKK
1,638.4 million
(
$264.3 million
, based on the DKK to USD exchange rate on
December 31, 2017
). If SKAT continues to issue assessments for each year not currently assessed, the Company expects the aggregate assessments for such years (2009 - 2017) to be in excess of the amounts described above as assessed for the years 2001 - 2008 (collectively the years 2001 through 2017 are referred to as the "Danish Tax Matter").
At
June 30, 2018
and
December 31, 2017
, the Company had accrued Danish tax and interest for the Danish Tax Matter of approximately DKK
860.5 million
and DKK
854.7 million
(approximately
$134.8
million and
$137.9 million
using the
June 30, 2018
and
December 31, 2017
exchange rates, as applicable), respectively, as an uncertain income tax liability. On both
June 30, 2018
and
December 31, 2017
approximately DKK
836.3 million
(approximately
$131.0 million
and
$134.9 million
using the
June 30, 2018
and
December 31, 2017
exchange rates, as applicable) represents the amount that the Company and SKAT preliminarily agreed to in a non-binding proposed resolution for the years 2001 through 2011. The remaining balance of the amount accrued for the Danish Tax Matter at
June 30, 2018
and
December 31, 2017
, respectively, of approximately DKK
24.2 million
and DKK
18.4 million
(approximately
$3.8 million
and
$3.0 million
using the
June 30, 2018
and
December 31, 2017
exchange rates, as applicable) may be subject to further negotiation in the future as part of an Advanced Pricing Agreement the Company may choose to pursue for years after 2011. The uncertain income tax liability accrued is included in other non-current liabilities in the Company's Condensed Consolidated Balance Sheets. In addition, at both
June 30, 2018
and
December 31, 2017
the Company had recorded a deferred tax asset of approximately
$49.0 million
and
$48.3 million
, respectively, for the U.S. correlative benefit related to the Danish Tax Matter. The Company has recorded a valuation allowance with respect to this benefit of approximately
$19.3 million
for both periods related to years for which relief may not be realized.
The Company’s uncertain tax liability associated with the Danish Tax Matter is derived using the cumulative probability analysis with possible outcomes based on the Company's updated evaluation of the facts and circumstances regarding this matter and applying the technical requirements applicable to U.S., Danish, and international transfer pricing standards as required by GAAP, taking into account both the U.S. and Danish income tax implications of such outcomes. Both the uncertain tax liability and the deferred tax asset discussed herein reflects the Company’s best judgment of the facts, circumstances and information available through
June 30, 2018
.
If the Company is not successful in defending its position before the Danish National Tax Tribunal (the "Tribunal"), the appeals division within SKAT, or in the Danish courts or in negotiating a mutually acceptable settlement, there is significant risk that the Company could be required to pay significant amounts to SKAT in excess of any related reserve. Such an outcome could have a material adverse impact on the Company’s profitability and liquidity. In addition, prior to any ultimate resolution of this issue before the Tribunal or the Danish courts, based on a change in facts and circumstances, the Company may be required to further increase its uncertain tax liability associated with this matter, which could have a material impact on the Company's reported earnings.
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
From June 2012 through
June 30, 2018
, SKAT withheld Value Added Tax refunds otherwise owed to the Company, pending resolution of the Danish Tax Matter. Total withheld refunds at
June 30, 2018
and
December 31, 2017
are approximately DKK
375.6 million
and DKK
336.5 million
(approximately
$58.8 million
and
$54.2 million
using the
June 30, 2018
and
December 31, 2017
exchange rates, as applicable), respectively. In July 2016, the Company paid a deposit to SKAT in the amount of approximately DKK
615.2
(approximately
$96.3 million
using the exchange rate at
June 30, 2018
) (the “Tax Deposit”) and applied approximately DKK
224.6 million
(approximately
$35.2 million
using the exchange rate at
June 30, 2018
) of its Value Added Tax refund (the “VAT Refund Applied”) to the aforementioned potential Danish income tax liability, consistent with the Company’s reserve position for the Danish Tax Matter. The deposit was made to mitigate additional interest and foreign exchange exposure. The Tax Deposit and the VAT Refund Applied are included within other non-current assets on the Condensed Consolidated Balance Sheets.
The amount of unrecognized tax benefits that would impact the effective tax rate if recognized at
June 30, 2018
and
December 31, 2017
would be
$29.2
million and
$31.7 million
(exclusive of interest and penalties and translated at the applicable exchange rates on
June 30, 2018
and
December 31, 2017
, as applicable), respectively. Interest and penalties related to unrecognized tax benefits are recorded in income tax provision. It is reasonably possible that there could be material changes to the amount of uncertain tax positions due to activities of the taxing authorities, settlement of audit issues, reassessment of existing uncertain tax positions, including the Danish Tax Matter, or the expiration of applicable statute of limitations; however, the Company is not able to estimate the impact of these items at this time. There were no significant changes to the liability for unrecognized tax benefits during the three months ended
June 30, 2018
.
(11)
Earnings Per Common Share
The following table sets forth the components of the numerator and denominator for the computation of basic and diluted earnings per share for net income attributable to Tempur Sealy International.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
June 30,
|
|
June 30,
|
(in millions, except per common share amounts)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Numerator:
|
|
|
|
|
|
|
|
Net income attributable to Tempur Sealy International, Inc.
|
$
|
22.8
|
|
|
$
|
24.5
|
|
|
$
|
45.9
|
|
|
$
|
58.4
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per common share-weighted average shares
|
54.4
|
|
|
53.9
|
|
|
54.4
|
|
|
53.9
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
Employee stock-based compensation
|
0.5
|
|
|
0.6
|
|
|
0.6
|
|
|
0.7
|
|
Denominator for diluted earnings per common share-adjusted weighted average shares
|
54.9
|
|
|
54.5
|
|
|
55.0
|
|
|
54.6
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share
|
$
|
0.42
|
|
|
$
|
0.45
|
|
|
$
|
0.84
|
|
|
$
|
1.08
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share
|
$
|
0.42
|
|
|
$
|
0.45
|
|
|
$
|
0.83
|
|
|
$
|
1.07
|
|
The Company excluded
1.6 million
and
1.5 million
shares issuable upon exercise of outstanding stock options for the
three months ended
June 30, 2018
and
2017
, respectively, from the diluted earnings per common share computation because their exercise price was greater than the average market price of Tempur Sealy International’s common stock or they were otherwise anti-dilutive. The Company excluded
1.6 million
and
1.5 million
shares issuable upon exercise of outstanding stock options for the
six months ended
June 30, 2018
and
2017
, respectively, from the diluted earnings per common share computation because their exercise price was greater than the average market price of Tempur Sealy International’s common stock or they were otherwise anti-dilutive. Holders of non-vested stock-based compensation awards do not maintain voting rights or maintain rights to receive any dividends thereon.
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
(12)
Business Segment Information
The Company operates in
two
segments: North America and International. Corporate operating expenses are not included in either of the segments and are presented separately as a reconciling item to consolidated results. These segments are strategic business units that are managed separately based on geography. The North America segment consists of Tempur and Sealy manufacturing and distribution subsidiaries, joint ventures and licensees located in the U.S. and Canada. The International segment consists of Tempur and Sealy manufacturing and distribution subsidiaries, joint ventures and licensees located in Europe, Asia-Pacific and Latin America. The Company evaluates segment performance based on net sales, gross profit and operating income.
The Company’s North America and International segment assets include investments in subsidiaries that are appropriately eliminated in the Company’s accompanying Condensed Consolidated Financial Statements. The remaining inter-segment eliminations are comprised of intercompany accounts receivable and payable.
The following table summarizes total assets by segment:
|
|
|
|
|
|
|
|
|
(in millions)
|
June 30, 2018
|
|
December 31, 2017
|
North America
|
$
|
2,852.7
|
|
|
$
|
2,759.8
|
|
International
|
601.6
|
|
|
609.4
|
|
Corporate
|
603.3
|
|
|
614.9
|
|
Inter-segment eliminations
|
(1,292.0
|
)
|
|
(1,290.1
|
)
|
Total assets
|
$
|
2,765.6
|
|
|
$
|
2,694.0
|
|
The following table summarizes property, plant and equipment, net by segment:
|
|
|
|
|
|
|
|
|
(in millions)
|
June 30, 2018
|
|
December 31, 2017
|
North America
|
$
|
326.1
|
|
|
$
|
320.0
|
|
International
|
51.8
|
|
|
54.7
|
|
Corporate
|
55.2
|
|
|
60.4
|
|
Total property, plant and equipment, net
|
$
|
433.1
|
|
|
$
|
435.1
|
|
The following table summarizes segment information for the three months ended
June 30, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
North America
|
|
International
|
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
Net sales
|
$
|
527.8
|
|
|
$
|
141.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
669.7
|
|
|
|
|
|
|
|
|
|
|
|
Inter-segment sales
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
Inter-segment royalty expense (income)
|
0.8
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Gross profit
|
203.4
|
|
|
72.7
|
|
|
—
|
|
|
—
|
|
|
276.1
|
|
Operating income (loss)
|
64.2
|
|
|
18.4
|
|
|
(27.1
|
)
|
|
—
|
|
|
55.5
|
|
Income (loss) before income taxes
|
63.4
|
|
|
12.7
|
|
|
(46.3
|
)
|
|
—
|
|
|
29.8
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
(1)
|
$
|
13.8
|
|
|
$
|
3.4
|
|
|
$
|
10.7
|
|
|
$
|
—
|
|
|
$
|
27.9
|
|
Capital expenditures
|
14.1
|
|
|
3.2
|
|
|
1.5
|
|
|
—
|
|
|
18.8
|
|
|
|
(1)
|
Depreciation and amortization includes stock-based compensation amortization expense.
|
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
The following table summarizes segment information for the three months ended
June 30, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
North America
|
|
International
|
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
Net sales
|
$
|
525.4
|
|
|
$
|
133.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
659.3
|
|
|
|
|
|
|
|
|
|
|
|
Inter-segment sales
|
$
|
1.3
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
Inter-segment royalty expense (income)
|
1.2
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Gross profit
|
198.9
|
|
|
69.7
|
|
|
—
|
|
|
—
|
|
|
268.6
|
|
Operating income (loss)
|
55.8
|
|
|
26.3
|
|
|
(25.5
|
)
|
|
—
|
|
|
56.6
|
|
Income (loss) before income taxes
|
54.3
|
|
|
24.9
|
|
|
(44.4
|
)
|
|
—
|
|
|
34.8
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
(1)
|
$
|
12.9
|
|
|
$
|
3.6
|
|
|
$
|
9.6
|
|
|
$
|
—
|
|
|
$
|
26.1
|
|
Capital expenditures
|
5.1
|
|
|
2.1
|
|
|
5.8
|
|
|
—
|
|
|
13.0
|
|
|
|
(1)
|
Depreciation and amortization includes stock-based compensation amortization expense.
|
The following table summarizes segment information for the six months ended June 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
North America
|
|
International
|
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
Net sales
|
$
|
1,012.8
|
|
|
$
|
304.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,317.7
|
|
|
|
|
|
|
|
|
|
|
|
Inter-segment sales
|
$
|
1.2
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
Inter-segment royalty expense (income)
|
1.3
|
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Gross profit
|
387.4
|
|
|
156.6
|
|
|
—
|
|
|
—
|
|
|
544.0
|
|
Operating income (loss)
|
118.1
|
|
|
45.4
|
|
|
(54.1
|
)
|
|
—
|
|
|
109.4
|
|
Income (loss) before income taxes
|
115.2
|
|
|
39.2
|
|
|
(91.8
|
)
|
|
—
|
|
|
62.6
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
(1)
|
$
|
27.2
|
|
|
$
|
7.1
|
|
|
$
|
20.8
|
|
|
$
|
—
|
|
|
$
|
55.1
|
|
Capital expenditures
|
30.9
|
|
|
6.1
|
|
|
3.6
|
|
|
—
|
|
|
40.6
|
|
|
|
(1)
|
Depreciation and amortization includes stock-based compensation amortization expense.
|
The following table summarizes segment information for the six months ended June 30, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
North America
|
|
International
|
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
Net sales
|
$
|
1,107.7
|
|
|
$
|
273.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,381.4
|
|
|
|
|
|
|
|
|
|
|
|
Inter-segment sales
|
$
|
2.2
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
(2.5
|
)
|
|
$
|
—
|
|
Inter-segment royalty expense (income)
|
2.9
|
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Gross profit
|
413.4
|
|
|
141.8
|
|
|
—
|
|
|
—
|
|
|
555.2
|
|
Operating income (loss)
|
107.1
|
|
|
52.2
|
|
|
(43.2
|
)
|
|
—
|
|
|
116.1
|
|
Income (loss) before income taxes
|
113.7
|
|
|
48.6
|
|
|
(80.9
|
)
|
|
—
|
|
|
81.4
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
(1)
|
$
|
25.2
|
|
|
$
|
7.3
|
|
|
$
|
9.8
|
|
|
$
|
—
|
|
|
$
|
42.3
|
|
Capital expenditures
|
13.7
|
|
|
3.6
|
|
|
8.6
|
|
|
—
|
|
|
25.9
|
|
|
|
(1)
|
Depreciation and amortization includes stock-based compensation amortization expense.
|
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
The following table summarizes property, plant and equipment, net by geographic region:
|
|
|
|
|
|
|
|
|
(in millions)
|
June 30, 2018
|
|
December 31, 2017
|
United States
|
$
|
360.7
|
|
|
$
|
373.2
|
|
Canada
|
20.6
|
|
|
7.2
|
|
Other International
|
51.8
|
|
|
54.7
|
|
Total property, plant and equipment, net
|
$
|
433.1
|
|
|
$
|
435.1
|
|
Total International
|
$
|
72.4
|
|
|
$
|
61.9
|
|
The following table summarizes net sales by geographic region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
June 30,
|
|
June 30,
|
(in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
United States
|
$
|
477.7
|
|
|
$
|
471.2
|
|
|
$
|
917.9
|
|
|
$
|
1,004.7
|
|
Canada
|
50.1
|
|
|
54.2
|
|
|
94.9
|
|
|
103.0
|
|
Other International
|
141.9
|
|
|
133.9
|
|
|
304.9
|
|
|
273.7
|
|
Total net sales
|
$
|
669.7
|
|
|
$
|
659.3
|
|
|
$
|
1,317.7
|
|
|
$
|
1,381.4
|
|
Total International
|
$
|
192.0
|
|
|
$
|
188.1
|
|
|
$
|
399.8
|
|
|
$
|
376.7
|
|
(13)
Guarantor/Non-Guarantor Financial Information
The
$450.0 million
and
$600.0 million
aggregate principal amount of 2023 Senior Notes and 2026 Senior Notes (collectively the "Senior Notes"), respectively, are general unsecured senior obligations of Tempur Sealy International and are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by all of Tempur Sealy International’s
100%
directly or indirectly owned current and future domestic subsidiaries (the "Combined Guarantor Subsidiaries"), subject to certain exceptions. The foreign subsidiaries (the "Combined Non-Guarantor Subsidiaries") represent the foreign operations of the Company and do not guarantee the Senior Notes. A subsidiary guarantor will be released from its obligations under the applicable indenture governing the Senior Notes when: (a) the subsidiary guarantor is sold or sells all or substantially all of its assets; (b) the subsidiary is declared "unrestricted" under the applicable indenture governing the Senior Notes; (c) the subsidiary’s guarantee of indebtedness under the 2016 Credit Agreement (as it may be amended, refinanced or replaced) is released (other than a discharge through repayment); or (d) the requirements for legal or covenant defeasance or discharge of the applicable indenture have been satisfied. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with the Company’s wholly-owned subsidiary guarantors and non-guarantor subsidiaries. The Company has accounted for its investments in its subsidiaries under the equity method.
The following supplemental financial information presents the Condensed Consolidated Statements of Income and Comprehensive Income for the
three and six
months ended
June 30, 2018
and
2017
, the Condensed Consolidated Balance Sheets as of
June 30, 2018
and December 31,
2017
, and the Condensed Consolidated Statements of Cash Flows for the
six
months ended
June 30, 2018
and
2017
for Tempur Sealy International, Combined Guarantor Subsidiaries and Combined Non-Guarantor Subsidiaries.
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
Supplemental Condensed Consolidated Statements of Income and Comprehensive Income
Three Months Ended
June 30, 2018
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tempur Sealy International, Inc. (Ultimate Parent)
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Net sales
|
$
|
—
|
|
|
$
|
482.7
|
|
|
$
|
202.9
|
|
|
$
|
(15.9
|
)
|
|
$
|
669.7
|
|
Cost of sales
|
—
|
|
|
289.4
|
|
|
120.1
|
|
|
(15.9
|
)
|
|
393.6
|
|
Gross profit
|
—
|
|
|
193.3
|
|
|
82.8
|
|
|
—
|
|
|
276.1
|
|
Selling and marketing expenses
|
2.1
|
|
|
103.5
|
|
|
51.8
|
|
|
—
|
|
|
157.4
|
|
General, administrative and other expenses
|
5.0
|
|
|
45.6
|
|
|
16.4
|
|
|
—
|
|
|
67.0
|
|
Equity income in earnings of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
(3.8
|
)
|
Operating (loss) income
|
(7.1
|
)
|
|
44.2
|
|
|
18.4
|
|
|
—
|
|
|
55.5
|
|
|
|
|
|
|
|
|
|
|
|
Other expense, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third party interest expense, net
|
14.9
|
|
|
7.5
|
|
|
2.1
|
|
|
—
|
|
|
24.5
|
|
Intercompany interest (income) expense, net
|
(1.7
|
)
|
|
2.1
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
Interest expense, net
|
13.2
|
|
|
9.6
|
|
|
1.7
|
|
|
—
|
|
|
24.5
|
|
Other (income) expense, net
|
—
|
|
|
(3.5
|
)
|
|
4.7
|
|
|
—
|
|
|
1.2
|
|
Total other expense, net
|
13.2
|
|
|
6.1
|
|
|
6.4
|
|
|
—
|
|
|
25.7
|
|
|
|
|
|
|
|
|
|
|
|
Income from equity investees
|
37.2
|
|
|
7.8
|
|
|
—
|
|
|
(45.0
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
16.9
|
|
|
45.9
|
|
|
12.0
|
|
|
(45.0
|
)
|
|
29.8
|
|
Income tax benefit (provision)
|
4.3
|
|
|
(8.7
|
)
|
|
(4.2
|
)
|
|
—
|
|
|
(8.6
|
)
|
Net income before non-controlling interests
|
21.2
|
|
|
37.2
|
|
|
7.8
|
|
|
(45.0
|
)
|
|
21.2
|
|
Less: Net loss attributable to non-controlling interests
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|
1.6
|
|
|
(1.6
|
)
|
Net income attributable to Tempur Sealy International, Inc.
|
$
|
22.8
|
|
|
$
|
37.2
|
|
|
$
|
9.4
|
|
|
$
|
(46.6
|
)
|
|
$
|
22.8
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to Tempur Sealy International, Inc.
|
$
|
6.7
|
|
|
$
|
36.9
|
|
|
$
|
(6.7
|
)
|
|
$
|
(30.2
|
)
|
|
$
|
6.7
|
|
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
Supplemental Condensed Consolidated Statements of Income and Comprehensive Income
Three Months Ended
June 30, 2017
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tempur Sealy International, Inc. (Ultimate Parent)
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Net sales
|
$
|
—
|
|
|
$
|
472.4
|
|
|
$
|
205.7
|
|
|
$
|
(18.8
|
)
|
|
$
|
659.3
|
|
Cost of sales
|
—
|
|
|
290.2
|
|
|
119.3
|
|
|
(18.8
|
)
|
|
390.7
|
|
Gross profit
|
—
|
|
|
182.2
|
|
|
86.4
|
|
|
—
|
|
|
268.6
|
|
Selling and marketing expenses
|
1.4
|
|
|
102.3
|
|
|
48.6
|
|
|
—
|
|
|
152.3
|
|
General, administrative and other expenses
|
4.9
|
|
|
45.5
|
|
|
18.6
|
|
|
—
|
|
|
69.0
|
|
Equity income in earnings of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
|
—
|
|
|
(4.4
|
)
|
Royalty income, net of royalty expense
|
—
|
|
|
(4.9
|
)
|
|
—
|
|
|
—
|
|
|
(4.9
|
)
|
Operating (loss) income
|
(6.3
|
)
|
|
39.3
|
|
|
23.6
|
|
|
—
|
|
|
56.6
|
|
|
|
|
|
|
|
|
|
|
|
Other expense (income), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third party interest expense, net
|
14.9
|
|
|
6.4
|
|
|
0.8
|
|
|
—
|
|
|
22.1
|
|
Intercompany interest (income) expense, net
|
(1.2
|
)
|
|
3.0
|
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
Interest expense (income), net
|
13.7
|
|
|
9.4
|
|
|
(1.0
|
)
|
|
—
|
|
|
22.1
|
|
Other expense (income), net
|
—
|
|
|
0.2
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.3
|
)
|
Total other expense (income), net
|
13.7
|
|
|
9.6
|
|
|
(1.5
|
)
|
|
—
|
|
|
21.8
|
|
|
|
|
|
|
|
|
|
|
|
Income from equity investees
|
34.7
|
|
|
16.3
|
|
|
—
|
|
|
(51.0
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
14.7
|
|
|
46.0
|
|
|
25.1
|
|
|
(51.0
|
)
|
|
34.8
|
|
Income tax benefit (provision)
|
7.0
|
|
|
(11.3
|
)
|
|
(8.8
|
)
|
|
—
|
|
|
(13.1
|
)
|
Net income before non-controlling interests
|
21.7
|
|
|
34.7
|
|
|
16.3
|
|
|
(51.0
|
)
|
|
21.7
|
|
Less: Net loss attributable to non-controlling interests
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|
2.8
|
|
|
(2.8
|
)
|
Net income attributable to Tempur Sealy International, Inc.
|
$
|
24.5
|
|
|
$
|
34.7
|
|
|
$
|
19.1
|
|
|
$
|
(53.8
|
)
|
|
$
|
24.5
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to Tempur Sealy International, Inc.
|
$
|
33.7
|
|
|
$
|
34.5
|
|
|
$
|
28.5
|
|
|
$
|
(63.0
|
)
|
|
$
|
33.7
|
|
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
Supplemental Condensed Consolidated Statements of Income and Comprehensive Income
Six Months Ended June 30, 2018
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tempur Sealy International, Inc. (Ultimate Parent)
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Net sales
|
$
|
—
|
|
|
$
|
923.3
|
|
|
$
|
427.7
|
|
|
$
|
(33.3
|
)
|
|
$
|
1,317.7
|
|
Cost of sales
|
—
|
|
|
555.8
|
|
|
251.2
|
|
|
(33.3
|
)
|
|
773.7
|
|
Gross profit
|
—
|
|
|
367.5
|
|
|
176.5
|
|
|
—
|
|
|
544.0
|
|
Selling and marketing expenses
|
4.0
|
|
|
196.6
|
|
|
105.7
|
|
|
—
|
|
|
306.3
|
|
General, administrative and other expenses
|
9.7
|
|
|
93.0
|
|
|
33.3
|
|
|
—
|
|
|
136.0
|
|
Equity income in earnings of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
|
—
|
|
|
(7.7
|
)
|
Operating (loss) income
|
(13.7
|
)
|
|
77.9
|
|
|
45.2
|
|
|
—
|
|
|
109.4
|
|
|
|
|
|
|
|
|
|
|
—
|
|
Other expense, net:
|
|
|
|
|
|
|
|
|
|
Third party interest expense, net
|
29.9
|
|
|
14.5
|
|
|
3.0
|
|
|
—
|
|
|
47.4
|
|
Intercompany interest (income) expense, net
|
(3.6
|
)
|
|
3.9
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
Interest expense, net
|
26.3
|
|
|
18.4
|
|
|
2.7
|
|
|
—
|
|
|
47.4
|
|
Other (income) expense, net
|
—
|
|
|
(5.8
|
)
|
|
5.2
|
|
|
—
|
|
—
|
|
(0.6
|
)
|
Total other expense, net
|
26.3
|
|
|
12.6
|
|
|
7.9
|
|
|
—
|
|
|
46.8
|
|
|
|
|
|
|
|
|
|
|
|
Income from equity investees
|
76.3
|
|
|
26.8
|
|
|
—
|
|
|
(103.1
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
36.3
|
|
|
92.1
|
|
|
37.3
|
|
|
(103.1
|
)
|
|
62.6
|
|
Income tax benefit (provision)
|
7.7
|
|
|
(15.8
|
)
|
|
(10.5
|
)
|
|
—
|
|
|
(18.6
|
)
|
Net income before non-controlling interests
|
44.0
|
|
|
76.3
|
|
|
26.8
|
|
|
(103.1
|
)
|
|
44.0
|
|
Less: Net loss attributable to non-controlling interests
|
$
|
(1.9
|
)
|
|
$
|
—
|
|
|
$
|
(1.9
|
)
|
|
$
|
1.9
|
|
|
$
|
(1.9
|
)
|
Net income attributable to Tempur Sealy International, Inc.
|
45.9
|
|
|
76.3
|
|
|
28.7
|
|
|
(105.0
|
)
|
|
45.9
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to Tempur Sealy International, Inc.
|
$
|
34.2
|
|
|
$
|
75.4
|
|
|
$
|
17.6
|
|
|
$
|
(93.0
|
)
|
|
$
|
34.2
|
|
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
Supplemental Condensed Consolidated Statements of Income and Comprehensive Income
Six Months Ended June 30, 2017
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tempur Sealy International, Inc. (Ultimate Parent)
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Net sales
|
$
|
—
|
|
|
$
|
1,002.2
|
|
|
$
|
418.4
|
|
|
$
|
(39.2
|
)
|
|
$
|
1,381.4
|
|
Cost of sales
|
—
|
|
|
620.5
|
|
|
244.9
|
|
|
(39.2
|
)
|
|
826.2
|
|
Gross profit
|
—
|
|
|
381.7
|
|
|
173.5
|
|
|
—
|
|
|
555.2
|
|
Selling and marketing expenses
|
2.8
|
|
|
207.2
|
|
|
96.0
|
|
|
—
|
|
|
306.0
|
|
General, administrative and other expenses
|
8.9
|
|
|
89.8
|
|
|
36.8
|
|
|
—
|
|
|
135.5
|
|
Customer termination charges, net
|
(8.4
|
)
|
|
21.8
|
|
|
1.0
|
|
|
—
|
|
|
14.4
|
|
Equity income in earnings of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
|
—
|
|
|
(7.1
|
)
|
Royalty income, net of royalty expense
|
—
|
|
|
(9.7
|
)
|
|
—
|
|
|
—
|
|
|
(9.7
|
)
|
Operating (loss) income
|
(3.3
|
)
|
|
72.6
|
|
|
46.8
|
|
|
—
|
|
|
116.1
|
|
|
|
|
|
|
|
|
|
|
|
Other expense, net:
|
|
|
|
|
|
|
|
|
|
Third party interest expense, net
|
29.7
|
|
|
12.9
|
|
|
1.6
|
|
|
—
|
|
|
44.2
|
|
Intercompany interest (income) expense, net
|
(2.4
|
)
|
|
2.8
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
Interest expense, net
|
27.3
|
|
|
15.7
|
|
|
1.2
|
|
|
—
|
|
|
44.2
|
|
Other income, net
|
—
|
|
|
(9.2
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(9.5
|
)
|
Total other expense, net
|
27.3
|
|
|
6.5
|
|
|
0.9
|
|
|
—
|
|
|
34.7
|
|
|
|
|
|
|
|
|
|
|
|
Income from equity investees
|
75.3
|
|
|
31.9
|
|
|
—
|
|
|
(107.2
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
44.7
|
|
|
98.0
|
|
|
45.9
|
|
|
(107.2
|
)
|
|
81.4
|
|
Income tax benefit (provision)
|
9.0
|
|
|
(22.7
|
)
|
|
(14.0
|
)
|
|
—
|
|
|
(27.7
|
)
|
Net income before non-controlling interests
|
53.7
|
|
|
75.3
|
|
|
31.9
|
|
|
(107.2
|
)
|
|
53.7
|
|
Less: Net loss attributable to non-controlling interests
|
(4.7
|
)
|
|
—
|
|
|
(4.7
|
)
|
|
4.7
|
|
|
(4.7
|
)
|
Net income attributable to Tempur Sealy International, Inc.
|
$
|
58.4
|
|
|
$
|
75.3
|
|
|
$
|
36.6
|
|
|
$
|
(111.9
|
)
|
|
$
|
58.4
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to Tempur Sealy International, Inc.
|
$
|
75.9
|
|
|
$
|
70.6
|
|
|
$
|
58.8
|
|
|
$
|
(129.4
|
)
|
|
$
|
75.9
|
|
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
Supplemental Condensed Consolidated Balance Sheets
June 30, 2018
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tempur Sealy International, Inc. (Ultimate Parent)
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
11.3
|
|
|
$
|
21.3
|
|
|
$
|
—
|
|
|
$
|
32.6
|
|
Accounts receivable, net
|
—
|
|
|
5.4
|
|
|
294.9
|
|
|
59.1
|
|
|
359.4
|
|
Inventories
|
—
|
|
|
140.8
|
|
|
83.6
|
|
|
—
|
|
|
224.4
|
|
Income taxes receivable
|
270.9
|
|
|
—
|
|
|
—
|
|
|
(270.9
|
)
|
|
—
|
|
Prepaid expenses and other current assets
|
0.4
|
|
|
49.8
|
|
|
19.6
|
|
|
—
|
|
|
69.8
|
|
Total Current Assets
|
271.3
|
|
|
207.3
|
|
|
419.4
|
|
|
(211.8
|
)
|
|
686.2
|
|
Property, plant and equipment, net
|
—
|
|
|
348.5
|
|
|
84.6
|
|
|
—
|
|
|
433.1
|
|
Goodwill
|
—
|
|
|
507.6
|
|
|
219.5
|
|
|
—
|
|
|
727.1
|
|
Other intangible assets, net
|
—
|
|
|
571.9
|
|
|
87.5
|
|
|
—
|
|
|
659.4
|
|
Deferred income taxes
|
12.2
|
|
|
—
|
|
|
23.6
|
|
|
(12.2
|
)
|
|
23.6
|
|
Other non-current assets
|
—
|
|
|
51.4
|
|
|
184.8
|
|
|
—
|
|
|
236.2
|
|
Net investment in subsidiaries
|
574.0
|
|
|
94.0
|
|
|
—
|
|
|
(668.0
|
)
|
|
—
|
|
Due from affiliates
|
416.9
|
|
|
153.5
|
|
|
17.7
|
|
|
(588.1
|
)
|
|
—
|
|
Total Assets
|
$
|
1,274.4
|
|
|
$
|
1,934.2
|
|
|
$
|
1,037.1
|
|
|
$
|
(1,480.1
|
)
|
|
$
|
2,765.6
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
$
|
—
|
|
|
$
|
125.2
|
|
|
$
|
63.0
|
|
|
$
|
59.1
|
|
|
$
|
247.3
|
|
Accrued expenses and other current liabilities
|
6.8
|
|
|
140.4
|
|
|
80.0
|
|
|
—
|
|
|
227.2
|
|
Income taxes payable
|
—
|
|
|
292.4
|
|
|
7.8
|
|
|
(270.9
|
)
|
|
29.3
|
|
Current portion of long-term debt
|
—
|
|
|
36.2
|
|
|
41.1
|
|
|
—
|
|
|
77.3
|
|
Total Current Liabilities
|
6.8
|
|
|
594.2
|
|
|
191.9
|
|
|
(211.8
|
)
|
|
581.1
|
|
Long-term debt, net
|
1,042.4
|
|
|
571.4
|
|
|
93.0
|
|
|
—
|
|
|
1,706.8
|
|
Deferred income taxes
|
—
|
|
|
105.7
|
|
|
16.9
|
|
|
(12.2
|
)
|
|
110.4
|
|
Other non-current liabilities
|
—
|
|
|
58.9
|
|
|
150.1
|
|
|
—
|
|
|
209.0
|
|
Due to affiliates
|
66.9
|
|
|
30.0
|
|
|
491.2
|
|
|
(588.1
|
)
|
|
—
|
|
Total Liabilities
|
1,116.1
|
|
|
1,360.2
|
|
|
943.1
|
|
|
(812.1
|
)
|
|
2,607.3
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable non-controlling interest
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
Total Stockholders' Equity
|
158.0
|
|
|
574.0
|
|
|
93.7
|
|
|
(667.7
|
)
|
|
158.0
|
|
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity
|
$
|
1,274.4
|
|
|
$
|
1,934.2
|
|
|
$
|
1,037.1
|
|
|
$
|
(1,480.1
|
)
|
|
$
|
2,765.6
|
|
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
Supplemental Condensed Consolidated Balance Sheets
December 31, 2017
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tempur Sealy International, Inc. (Ultimate Parent)
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
0.1
|
|
|
$
|
12.3
|
|
|
$
|
29.5
|
|
|
$
|
—
|
|
|
$
|
41.9
|
|
Accounts receivable, net
|
—
|
|
|
5.1
|
|
|
322.2
|
|
|
(9.6
|
)
|
|
317.7
|
|
Inventories
|
—
|
|
|
103.4
|
|
|
79.6
|
|
|
—
|
|
|
183.0
|
|
Income taxes receivable
|
260.2
|
|
|
—
|
|
|
—
|
|
|
(260.2
|
)
|
|
—
|
|
Prepaid expenses and other current assets
|
0.8
|
|
|
50.6
|
|
|
13.4
|
|
|
—
|
|
|
64.8
|
|
Total Current Assets
|
261.1
|
|
|
171.4
|
|
|
444.7
|
|
|
(269.8
|
)
|
|
607.4
|
|
Property, plant and equipment, net
|
—
|
|
|
360.4
|
|
|
74.7
|
|
|
—
|
|
|
435.1
|
|
Goodwill
|
—
|
|
|
507.6
|
|
|
225.5
|
|
|
—
|
|
|
733.1
|
|
Other intangible assets, net
|
—
|
|
|
577.5
|
|
|
89.9
|
|
|
—
|
|
|
667.4
|
|
Deferred income taxes
|
11.8
|
|
|
—
|
|
|
23.6
|
|
|
(11.8
|
)
|
|
23.6
|
|
Other non-current assets
|
—
|
|
|
47.2
|
|
|
180.2
|
|
|
—
|
|
|
227.4
|
|
Net investment in subsidiaries
|
2,381.0
|
|
|
127.7
|
|
|
—
|
|
|
(2,508.7
|
)
|
|
—
|
|
Due from affiliates
|
87.2
|
|
|
1,975.9
|
|
|
15.6
|
|
|
(2,078.7
|
)
|
|
—
|
|
Total Assets
|
$
|
2,741.1
|
|
|
$
|
3,767.7
|
|
|
$
|
1,054.2
|
|
|
$
|
(4,869.0
|
)
|
|
$
|
2,694.0
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
$
|
—
|
|
|
$
|
174.6
|
|
|
$
|
76.2
|
|
|
$
|
(9.6
|
)
|
|
$
|
241.2
|
|
Accrued expenses and other current liabilities
|
7.6
|
|
|
144.2
|
|
|
82.4
|
|
|
—
|
|
|
234.2
|
|
Income taxes payable
|
—
|
|
|
279.3
|
|
|
10.0
|
|
|
(260.2
|
)
|
|
29.1
|
|
Current portion of long-term debt
|
—
|
|
|
35.7
|
|
|
36.7
|
|
|
—
|
|
|
72.4
|
|
Total Current Liabilities
|
7.6
|
|
|
633.8
|
|
|
205.3
|
|
|
(269.8
|
)
|
|
576.9
|
|
Long-term debt, net
|
1,041.6
|
|
|
589.4
|
|
|
49.7
|
|
|
—
|
|
|
1,680.7
|
|
Deferred income taxes
|
—
|
|
|
107.8
|
|
|
18.3
|
|
|
(11.8
|
)
|
|
114.3
|
|
Other non-current liabilities
|
—
|
|
|
55.2
|
|
|
152.2
|
|
|
—
|
|
|
207.4
|
|
Due to affiliates
|
1,577.2
|
|
|
0.5
|
|
|
501.0
|
|
|
(2,078.7
|
)
|
|
—
|
|
Total Liabilities
|
2,626.4
|
|
|
1,386.7
|
|
|
926.5
|
|
|
(2,360.3
|
)
|
|
2,579.3
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable non-controlling interest
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|
(2.2
|
)
|
|
2.2
|
|
|
|
|
|
|
|
|
|
|
|
Total Stockholders' Equity
|
112.5
|
|
|
2,381.0
|
|
|
125.5
|
|
|
(2,506.5
|
)
|
|
112.5
|
|
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity
|
$
|
2,741.1
|
|
|
$
|
3,767.7
|
|
|
$
|
1,054.2
|
|
|
$
|
(4,869.0
|
)
|
|
$
|
2,694.0
|
|
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
Supplemental Condensed Consolidated Statements of Cash Flows
Six Months Ended
June 30, 2018
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tempur Sealy International, Inc. (Ultimate Parent)
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Net cash (used in) provided by operating activities
|
$
|
(30.0
|
)
|
|
$
|
4.1
|
|
|
$
|
27.5
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
—
|
|
|
(34.1
|
)
|
|
(6.5
|
)
|
|
—
|
|
|
(40.6
|
)
|
Contributions received from (paid to) subsidiaries and affiliates
|
—
|
|
|
50.9
|
|
|
(50.9
|
)
|
|
—
|
|
|
—
|
|
Other
|
—
|
|
|
0.1
|
|
|
0.5
|
|
|
—
|
|
|
0.6
|
|
Net cash provided by (used in) by investing activities
|
—
|
|
|
16.9
|
|
|
(56.9
|
)
|
|
—
|
|
|
(40.0
|
)
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from borrowings under long-term debt obligations
|
—
|
|
|
335.6
|
|
|
396.6
|
|
|
—
|
|
|
732.2
|
|
Repayments of borrowings under long-term debt obligations
|
—
|
|
|
(350.6
|
)
|
|
(347.2
|
)
|
|
—
|
|
|
(697.8
|
)
|
Net activity in investment in and advances from (to) subsidiaries and affiliates
|
30.3
|
|
|
(4.3
|
)
|
|
(26.0
|
)
|
|
—
|
|
|
—
|
|
Proceeds from exercise of stock options
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
Treasury stock repurchased
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
Other
|
—
|
|
|
(2.7
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
(3.4
|
)
|
Net cash provided by (used in) financing activities
|
29.9
|
|
|
(22.0
|
)
|
|
22.7
|
|
|
—
|
|
|
30.6
|
|
|
|
|
|
|
|
|
|
|
|
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
Decrease in cash and cash equivalents
|
(0.1
|
)
|
|
(1.0
|
)
|
|
(8.2
|
)
|
|
—
|
|
|
(9.3
|
)
|
CASH AND CASH EQUIVALENTS, beginning of period
|
0.1
|
|
|
12.3
|
|
|
29.5
|
|
|
—
|
|
|
41.9
|
|
CASH AND CASH EQUIVALENTS, end of period
|
$
|
—
|
|
|
$
|
11.3
|
|
|
$
|
21.3
|
|
|
$
|
—
|
|
|
$
|
32.6
|
|
TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)
Supplemental Condensed Consolidated Statements of Cash Flows
Six Months Ended
June 30, 2017
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tempur Sealy International, Inc. (Ultimate Parent)
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Net cash (used in) provided by operating activities
|
$
|
(27.9
|
)
|
|
$
|
226.9
|
|
|
$
|
(123.8
|
)
|
|
$
|
—
|
|
|
$
|
75.2
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
—
|
|
|
(20.8
|
)
|
|
(5.1
|
)
|
|
—
|
|
|
(25.9
|
)
|
Contributions (paid to) received from subsidiaries and affiliates
|
—
|
|
|
(107.0
|
)
|
|
107.0
|
|
|
|
|
—
|
|
Other
|
—
|
|
|
0.8
|
|
|
0.1
|
|
|
—
|
|
|
0.9
|
|
Net cash (used in) provided by investing activities
|
—
|
|
|
(127.0
|
)
|
|
102.0
|
|
|
—
|
|
|
(25.0
|
)
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from borrowings under long-term debt obligations
|
—
|
|
|
453.7
|
|
|
265.2
|
|
|
—
|
|
|
718.9
|
|
Repayments of borrowings under long-term debt obligations
|
—
|
|
|
(538.6
|
)
|
|
(207.3
|
)
|
|
—
|
|
|
(745.9
|
)
|
Net activity in investment in and advances from (to) subsidiaries and affiliates
|
70.3
|
|
|
(16.6
|
)
|
|
(53.7
|
)
|
|
—
|
|
|
—
|
|
Proceeds from exercise of stock options
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
Treasury stock repurchased
|
(44.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44.1
|
)
|
Payments of deferred financing costs
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
Other
|
—
|
|
|
0.2
|
|
|
(2.9
|
)
|
|
—
|
|
|
(2.7
|
)
|
Net cash provided by (used in) financing activities
|
28.1
|
|
|
(101.3
|
)
|
|
0.9
|
|
|
—
|
|
|
(72.3
|
)
|
|
|
|
|
|
|
|
|
|
|
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
—
|
|
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
|
(5.1
|
)
|
Increase (decrease) in cash and cash equivalents
|
0.2
|
|
|
(1.4
|
)
|
|
(26.0
|
)
|
|
—
|
|
|
(27.2
|
)
|
CASH AND CASH EQUIVALENTS, beginning of period
|
—
|
|
|
7.9
|
|
|
57.8
|
|
|
—
|
|
|
65.7
|
|
CASH AND CASH EQUIVALENTS, end of period
|
$
|
0.2
|
|
|
$
|
6.5
|
|
|
$
|
31.8
|
|
|
$
|
—
|
|
|
$
|
38.5
|
|