8-K
LEGGETT & PLATT INC (LEG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 2, 2020
LEGGETT & PLATT, INCORPORATED
(Exact name of registrant as specified in its charter)
| Missouri | 001-07845 | 44-0324630 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| No. 1 Leggett Road,<br> <br>Carthage, MO | 64836 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 417-358-8131
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $.01 par value | LEG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
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On November 2, 2020, Leggett & Platt, Incorporated issued a press release announcing its financial results for the quarter ended September 30, 2020 and related matters. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.
This information is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be incorporated by reference into any document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
On November 3, 2020, the Company will hold an investor conference call to discuss its third quarter 2020 results and related matters.
The press release contains the Company (i) Net Debt/Leggett Reported Adjusted EBITDA (trailing twelve months) ratio; (ii) Net Debt/Pro Forma Adjusted EBITDA (trailing twelve months) ratio; (iii) Adjusted EPS; (iv) Adjusted EBIT; (v) Adjusted EBIT Margin; (vi) EBITDA; (vii) EBITDA Margin; (viii) Adjusted EBITDA; (ix) Adjusted EBITDA Margin; (x) Adjusted EBITDA (trailing twelve months); (xi) Pro Forma Adjusted EBITDA (trailing twelve months); and (xii) Organic Sales.
The press release also contains certain Segment’s (i) Adjusted EBIT; (ii) Adjusted EBIT Margin; (iii) Adjusted EBITDA; (iv) Adjusted EBITDA Margin; and (v) Organic Sales.
Finally, the press release contains the Elite Comfort Solutions, Inc. (“ECS”) EBIT and Adjusted EBITDA.
Company management believes the presentation of Net Debt/Leggett Reported Adjusted EBITDA (trailing twelve months) and Net Debt/Pro Forma Adjusted EBITDA (trailing twelve months) provides investors a useful way to assess the time it would take the Company to pay off its debt, ignoring various factors including interest and taxes. Management uses these ratios as supplemental information to assess its ability to pay off its incurred debt. Because we may not be able to use our earnings to reduce our debt on a dollar-for-dollar basis, the presentation of Net Debt/Leggett Reported Adjusted EBITDA (trailing twelve months) and Net Debt/Pro Forma Adjusted EBITDA (trailing twelve months) may have material limitations.
Company management believes the presentation of Company Adjusted EPS, Adjusted EBIT, Adjusted EBIT Margin, EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA (trailing twelve months), Pro Forma Adjusted EBITDA (trailing twelve months), and certain Segment Adjusted EBIT, Adjusted EBIT Margin, Adjusted EBITDA, Adjusted EBITDA Margin, and the ECS EBIT and Adjusted EBITDA is useful to investors in that it aids investors’ understanding of underlying operational profitability. Management uses these non-GAAP measures as supplemental information to assess the Company’s operational performance.
Organic Sales is calculated as trade sales excluding sales attributable to acquisitions and divestitures consummated within the last twelve months. Company management believes the presentation of Organic Sales is useful to investors, and is used by management, as supplemental information to analyze our underlying sales performance from period to period in our legacy businesses.
The above non-GAAP measures may not be comparable to similarly titled measures used by other companies and should not be considered a substitute for, or more meaningful than, their GAAP counterparts. For non-GAAP reconciliations, please refer to pages 6 and 7 of the press release.
| Item 7.01 | Regulation FD Disclosure. |
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The information provided in Item 2.02, including Exhibit 99.1, is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits.
EXHIBIT INDEX
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press Release dated November 2, 2020 |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document contained in Exhibit 101) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LEGGETT & PLATT, INCORPORATED | ||
|---|---|---|
| Date: November 2, 2020 | By: | /S/ SCOTT S. DOUGLAS |
| Scott S. Douglas | ||
| Senior Vice President – | ||
| General Counsel & Secretary |
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PRESS RELEASE DATED NOVEMBER 2, 2020
Exhibit 99.1
FOR IMMEDIATE RELEASE: NOVEMBER 2, 2020
LEGGETT & PLATT REPORTS RECORD EPS IN 3Q AND ANNOUNCES 4Q DIVIDEND
Carthage, MO, November 2, 2020 —
| • | 3Q EPS was a record^1^ $.77, an increase of $.03 vs 3Q19<br> |
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| • | 3Q adjusted^2^^^EPS was a record^1^ $.80, up $.04 vs 3Q19 adjusted^2^EPS |
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| • | 3Q sales were $1.208 billion, down 3% vs 3Q19 |
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| • | 3Q cash flow from operations was a record $261 million |
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| • | Board declared fourth quarter dividend of $.40 per share |
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Diversified manufacturer Leggett & Platt reported a quarterly record^1^ third quarter EPS of $.77, a $.03 increase versus third quarter 2019. Third quarter adjusted^2^ EPS was a quarterly record^1^ $.80, an increase of $.04 versus 2019 third quarter adjusted**^2^** EPS, primarily from higher EBIT.
Third quarterEBIT was $147 million, up $3 million or 2% from third quarter last year, and a djusted^2^^^ EBIT was $153 million, a $5 million or 3% increase.
| • | EBIT and adjusted^2^ EBIT benefited from fixed cost reductions<br>partially offset by lower volume and LIFO impact versus third quarter of 2019 |
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| • | Fixed cost reductions implemented earlier in the year reduced third quarter costs by approximately<br>$30 million, on track to realize nearly $100 million for full year 2020 as previously stated |
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| • | LIFO expense was $2.0 million in 3Q 2020, versus a LIFO benefit of $7.6 million in 3Q<br>2019 |
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| • | Adjustments include restructuring-related charges of $6 million ($.03 per share) in 3Q 2020 and<br>$4 million ($.02 per share) in 3Q 2019 |
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| • | EBIT margin was 12.2%, up from 11.6% in the third quarter of 2019, and adjusted^2^ EBIT margin was 12.7%, up from 11.9%, reflecting our focus on maintaining cost savings as volume recovers |
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Third quarter sales were $1.208 billion, a 3% decrease versus third quarter last year.
| • | Organic sales were down 3%: |
|---|---|
| • | Volume was down 3%^3^, strong demand in residential end<br>markets was more than offset by weakness in Aerospace and Work Furniture |
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| • | Raw material-related selling price decreases were offset by a currency benefit |
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| • | Acquisitions and divestitures offset each other |
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Debt, Cash Flow and Dividend
| • | $60 million prepayment of a portion of Term Loan A in third quarter |
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| • | Net Debt was 2.74x trailing 12-month adjusted^2^ EBITDA |
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| • | Operating cash flow was a record $261 million during the third quarter, an increase of<br>$48 million versus third quarter last year, largely due to working capital improvements |
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| • | Third quarter dividend was $.40, equal to last year’s third quarter dividend |
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| ^1^ | Record EPS is from continuing operations |
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| ^2^ | Please refer to attached tables for Non-GAAP Reconciliations<br> |
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| ^3^ | 1% of volume decline attributable to exited business |
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CEO COMMENTS
Chairman and CEO Karl Glassman commented, “We are pleased to deliver strong third quarter results in these uncertain times. The efforts of our employees around the world drove the outcome, and I want to thank them for their dedication, hard work and creativity. I also want to thank our teams for their commitment to developing and implementing effective protocols to keep our employees safe and our facilities running during the pandemic. The health and safety of our employees is our first priority, and I’m proud of what we’ve accomplished.
“We generated quarterly record EBIT, EBITDA and EPS in third quarter. We also generated quarterly record cash flow from operations of $261 million, driven by a significant reduction in working capital. These outstanding results reflect our continued priority on operational performance and closely controlling all elements of working capital.
“Third quarter sales were $1.208 billion, down 3% versus third quarter of 2019. Following steep declines in second quarter, we returned to year-over-year sales growth this past quarter in ECS, U.S. and European Spring, Home Furniture, Fabric Converting and Geo Components. These businesses continued to benefit from a consumer spending focus on home products. Automotive sales were roughly flat with the prior year. Challenges remain in Aerospace and Work Furniture with weak demand in these end markets expected to continue.
“Bedding sales were negatively impacted by extraordinary COVID-related supply chain and labor constraints in third quarter and evolving government restrictions on plant operations. We are diligently working to increase production while managing supply challenges with nonwoven fabrics and chemicals and labor shortages so that we can better meet the growing levels of bedding market demand.
“The Company remains well-positioned, both competitively and financially, to capitalize on long-term opportunities in our various end markets. Our enduring long-term fundamentals give us confidence in our ability to continue to create value for our shareholders.”
LIQUIDITY AND BALANCESHEET
| • | $1.4 billion of liquidity at September 30 |
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| • | $245 million of cash on hand |
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| • | $1.2 billion in capacity remaining under revolving credit facility |
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| • | Debt at September 30 |
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| • | Total debt of $2.0 billion; no commercial paper outstanding |
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| • | No significant maturities until August 2022 |
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DIVIDEND
| • | The Company’s Board of Directors declared fourth quarter dividend of $.40 |
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| • | Dividend will be paid on January 15, 2021 to shareholders of record on December 15, 2020<br> |
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| • | At an annual indicated dividend of $1.60 per share, the yield is 3.8% based upon Friday’s closing stock<br>price of $41.73 per share, one of the highest yields among the S&P 500 Dividend Aristocrats |
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GUIDANCE
| • | Company is not providing guidance at this time given continued macroeconomic uncertainty related to the effects<br>of COVID-19 |
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USES OF CASH
| • | Remaining 2020 debt maturities of approximately $12 million |
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| • | Anticipating capital expenditures of approximately $70 million for the year |
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| • | Expecting 2020 dividends of approximately $210 million |
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| • | Limiting acquisitions |
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SEGMENT RESULTS – Third Quarter 2020 (versus 3Q 2019)
Bedding Products –
| • | Trade sales were down 2%, including 1% due to exiting the Fashion Bed business |
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| • | Organic sales decreased 1% from lower volume |
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| • | Strong demand in ECS and U.S. and European Spring was more than offset by lower volume in Adjustable Bed and<br>exited volume in Drawn Wire |
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| • | EBIT increased $3 million, primarily from fixed cost reductions partially offset by LIFO impact, lower metal<br>margin in our rod mill and higher freight costs |
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Specialized Products –
| • | Trade sales decreased 9% with Automotive sales roughly flat |
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| • | Volume was down 10% primarily from weak demand in Aerospace and Hydraulic Cylinders |
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| • | Currency benefit increased sales 1% |
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| • | EBIT decreased $12 million, primarily from lower volume and $4 million in restructuring charges,<br>partially offset by fixed cost reductions |
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Furniture, Flooring & Textile Products –
| • | Trade sales increased 1% |
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| • | Organic sales decreased 2% from lower volume |
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| • | Strong demand in Fabric Converting, Geo Components, and Home Furniture was more than offset by weak demand in<br>Work Furniture and Flooring Products’ hospitality business |
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| • | A small Geo Components acquisition completed in December 2019 added 3% to sales |
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| • | EBIT increased $12 million, primarily from fixed cost reductions, lower raw material costs and a favorable<br>product mix |
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SLIDES AND CONFERENCE CALL
A set of slides containing summary financial information is available from the Investor Relations section of Leggett’s website at www.leggett.com. Management will host a conference call at 7:30 a.m. Central (8:30 a.m. Eastern) on Tuesday, November 3. The webcast can be accessed from Leggett’s website. The dial-in number is (201) 689-8341; there is no passcode.
Fourth quarter results will be released after the market closes on Monday, February 8, 2021, with a conference call the next morning.
FOR MORE INFORMATION: Visit Leggett’s website at www.leggett.com.
COMPANY DESCRIPTION: At Leggett & Platt (NYSE: LEG), we create innovative products that enhance people’s lives, generate exceptionalreturns for our shareholders, and provide sought-after jobs in communities around the world. L&P is a 137-year-old diversified manufacturer that designs and produces engineered products found in most homes and automobiles. The Company is comprised of 15 business units and 140 manufacturing facilities located in 18 countries.
Leggett & Platt is the leading U.S.-based manufacturer of: a) bedding components; b) automotive seat support and lumbar systems; c) specialty bedding foams and private-label finished mattresses; d) components for home furniture and work furniture; e) flooring underlayment; f) adjustable beds; and g) bedding industry machinery.
FORWARD-LOOKING STATEMENTS: This press release contains “forward-looking statements,” including, but not limited to, continued weak demand in the end markets in Aerospace and Work Furniture; annualized savings from deploying cost savings measures, including fixed cost actions; the amount of capital expenditures; the dollar amount of dividends in 2020; limiting acquisitions; our ability to manage working capital; our ability to secure adequate supply of nonwoven fabrics, TDI, polyols, MDI,
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and labor, and the length of any constraint. Such forward-looking statements are expressly qualified by the cautionary statements described in this provision and reflect only the beliefs of Leggett or its management at the time the statement is made. Because all forward-looking statements deal with the future, they are subject to risks, uncertainties and developments which might cause actual events or results to differ materially from those envisioned or reflected in any forward-looking statement. Moreover, we do not have, and do not undertake, any duty to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement was made. Some of these risks and uncertainties include: (i) the adverse impact on our sales, earnings, liquidity, cash flow, costs, and financial condition caused by the COVID-19 pandemic which has and could continue to materially negatively impact (a) the demand for our products and our customers’ products, growth rates in the industries in which we participate, and opportunities in those industries (b) our manufacturing facilities’ ability to remain open, or to re-open if closed (either from the lack of demand or mandatory governmental closure), obtain necessary raw materials and parts, maintain appropriate labor levels and ship finished products to customers, (c) operating costs related to pay and benefits for our terminated employees, (d) our ability to collect trade and other notes receivables in accordance with their terms due to customer bankruptcy, financial difficulties or insolvency; (e) impairment of goodwill and long-lived assets, (f) restructuring-related costs, and (g) our ability to access the commercial paper market or borrow under our revolving credit facility, including our ability to comply with the restrictive covenants in our credit facility that may limit our operational flexibility and our ability to pay our debt when it comes due; (ii) the Company’s ability to achieve its operating targets; (iii) increases or decreases in our capital needs, which may vary depending on acquisition or divestiture activity, our working capital needs and capital expenditures; (iv) market conditions; (v) price and product competition from foreign and domestic competitors, (vi) cost and availability of raw materials and labor, fuel and energy costs, (vii) our ability to generate cash sufficient to pay the dividend, (viii) our ability to repatriate cash from offshore accounts; (ix) net interest expense, tax rates, increased trade costs, cybersecurity breaches, customer losses and insolvencies, disruption to our steel rod mill, foreign currency fluctuation, the amount of fully diluted shares, depreciation and amortization, and litigation risks; (x) the preliminary nature of savings estimates; and (xi) other risk factors in the “Forward-Looking Statements” and “Risk Factors” sections in Leggett’s most recent Form 10-K and Form 10-Q reports filed with the SEC.
CONTACT: Investor Relations, (417) 358-8131 or invest@leggett.com
Susan R. McCoy, Senior Vice President, Investor Relations
Cassie J. Branscum, Senior Director, Investor Relations
Tarah L. Sherwood, Director, Investor Relations
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| LEGGETT & PLATT | Page 5 of 7 | November 2, 2020 | ||||||||||||||||
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| RESULTS OF OPERATIONS | THIRD QUARTER | YEAR TO DATE | ||||||||||||||||
| (In millions, except per share data) | 2020 | 2019 | Change | 2020 | 2019 | Change | ||||||||||||
| Net trade sales | $ | 1,207.6 | $ | 1,239.3 | (3 | )% | $ | 3,098.2 | $ | 3,607.6 | (14 | )% | ||||||
| Cost of goods sold | 940.8 | 963.8 | 2,462.3 | 2,829.4 | ||||||||||||||
| Gross profit | 266.8 | 275.5 | (3 | )% | 635.9 | 778.2 | (18 | )% | ||||||||||
| Selling & administrative expenses | 105.6 | 115.2 | (8 | )% | 320.6 | 352.1 | (9 | )% | ||||||||||
| Amortization | 16.2 | 16.3 | 48.9 | 47.3 | ||||||||||||||
| Other expense (income), net | (2.3 | ) | (0.1 | ) | 15.6 | 0.5 | ||||||||||||
| Earnings before interest and taxes | 147.3 | 144.1 | 2 | % | 250.8 | 378.3 | (34 | )% | ||||||||||
| Net interest expense | 20.4 | 21.1 | 60.8 | 63.0 | ||||||||||||||
| Earnings before income taxes | 126.9 | 123.0 | 190.0 | 315.3 | ||||||||||||||
| Income taxes | 22.0 | 23.4 | 45.5 | 68.3 | ||||||||||||||
| Net earnings (loss) | 104.9 | 99.6 | 144.5 | 247.0 | ||||||||||||||
| Less net income from non-controlling interest | (0.1 | ) | — | (0.1 | ) | — | ||||||||||||
| Net earnings (loss) attributable to L&P | $ | 104.8 | **** | $ | 99.6 | **** | 5 | % | $ | 144.4 | **** | $ | 247.0 | **** | (42 | )% | ||
| Earnings (loss) per diluted share | ||||||||||||||||||
| Net earnings (loss) per diluted share | $ | 0.77 | $ | 0.74 | 4 | % | $ | 1.06 | $ | 1.83 | (42 | )% | ||||||
| Shares outstanding | ||||||||||||||||||
| Common stock (at end of period) | 132.5 | 131.6 | 0.7 | % | 132.5 | 131.6 | 0.7 | % | ||||||||||
| Basic (average for period) | 135.8 | 134.9 | 135.6 | 134.7 | ||||||||||||||
| Diluted (average for period) | 136.1 | 135.4 | 0.5 | % | 135.8 | 135.2 | 0.4 | % | ||||||||||
| CASH FLOW | THIRD QUARTER | YEAR TO DATE | ||||||||||||||||
| (In millions) | 2020 | 2019 | Change | 2020 | 2019 | Change | ||||||||||||
| Net earnings | $ | 104.9 | $ | 99.6 | $ | 144.5 | $ | 247.0 | ||||||||||
| Depreciation and amortization | 47.0 | 48.4 | 141.0 | 144.7 | ||||||||||||||
| Working capital decrease (increase) | 110.0 | 55.2 | 22.6 | (20.6 | ) | |||||||||||||
| Impairments | — | 1.4 | 29.4 | 5.7 | ||||||||||||||
| Other operating activity | (0.6 | ) | 8.3 | 46.3 | 39.8 | |||||||||||||
| Net Cash from Operating Activity | $ | 261.3 | **** | $ | 212.9 | **** | 23 | % | $ | 383.8 | **** | $ | 416.6 | **** | (8 | )% | ||
| Additions to PP&E | (9.3 | ) | (32.5 | ) | (52.3 | ) | (103.0 | ) | ||||||||||
| Purchase of companies, net of cash | — | — | — | (1,244.3 | ) | |||||||||||||
| Proceeds from business and asset sales | 2.4 | 3.3 | 6.0 | 5.3 | ||||||||||||||
| Dividends paid | (52.9 | ) | (52.6 | ) | (158.5 | ) | (152.0 | ) | ||||||||||
| Repurchase of common stock, net | (1.4 | ) | (2.1 | ) | (9.0 | ) | (4.4 | ) | ||||||||||
| Additions (payments) to debt, net | (172.7 | ) | (166.4 | ) | (164.7 | ) | 1,074.5 | |||||||||||
| Other | 8.8 | (10.3 | ) | (7.9 | ) | (18.8 | ) | |||||||||||
| Increase (Decr.) in Cash & Equiv. | $ | 36.2 | **** | $ | (47.7 | ) | $ | (2.6 | ) | $ | (26.1 | ) | ||||||
| FINANCIAL POSITION | September 30 | |||||||||||||||||
| (In millions) | 2020 | 2019 | Change | |||||||||||||||
| Cash and equivalents | $ | 245.0 | $ | 242.0 | ||||||||||||||
| Receivables | 642.3 | 677.3 | ||||||||||||||||
| Inventories | 585.3 | 635.8 | ||||||||||||||||
| Other current assets | 45.7 | 49.5 | ||||||||||||||||
| Total current assets | 1,518.3 | 1,604.6 | (5 | )% | ||||||||||||||
| Net fixed assets | 785.7 | 817.3 | ||||||||||||||||
| Operating lease<br>right-of-use assets | 164.4 | 156.0 | ||||||||||||||||
| Goodwill | 1,380.3 | 1,392.0 | ||||||||||||||||
| Intangible assets and deferred costs | 815.1 | 887.9 | ||||||||||||||||
| TOTAL ASSETS | $ | 4,663.8 | **** | $ | 4,857.8 | **** | (4 | )% | ||||||||||
| Trade accounts payable | $ | 494.1 | $ | 467.3 | ||||||||||||||
| Current debt maturities | 51.1 | 51.2 | ||||||||||||||||
| Current operating lease liabilities | 41.9 | 38.0 | ||||||||||||||||
| Other current liabilities | 360.3 | 364.3 | ||||||||||||||||
| Total current liabilities | 947.4 | 920.8 | 3 | % | ||||||||||||||
| Long-term debt | 1,909.1 | 2,197.1 | (13 | )% | ||||||||||||||
| Operating lease liabilities | 125.3 | 119.0 | ||||||||||||||||
| Deferred taxes and other liabilities | 382.0 | 365.3 | ||||||||||||||||
| Equity | 1,300.0 | 1,255.6 | 4 | % | ||||||||||||||
| Total Capitalization | 3,716.4 | 3,937.0 | (6 | )% | ||||||||||||||
| TOTAL LIABILITIES & EQUITY | $ | 4,663.8 | **** | $ | 4,857.8 | **** | (4 | )% | ||||||||||
| LEGGETT & PLATT | November 2, 2020 | |||||||||||||||||
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| SEGMENT RESULTS<br>1 | YEAR TO DATE | |||||||||||||||||
| (In millions) | 2019 | Change | 2020 | 2019 | Change | |||||||||||||
| Bedding Products | ||||||||||||||||||
| Trade Sales | 589.8 | $ | 601.4 | (2 | )% | $ | 1,491.0 | $ | 1,724.1 | (14 | )% | |||||||
| EBIT | 73.6 | 70.7 | 4 | % | 122.2 | 178.3 | (31 | )% | ||||||||||
| EBIT Margin | 12.5 | % | 11.8 | % | 70 bps | ^2^ | 8.2 | % | 10.3 | % | -210 bps | ^2^ | ||||||
| Note impairment | — | — | 8.4 | — | ||||||||||||||
| Restructuring-related charges | 0.7 | 2.8 | 3.3 | 6.9 | ||||||||||||||
| ECS transaction costs | — | — | — | 0.9 | ||||||||||||||
| Adjusted EBIT | 74.3 | 73.5 | 1 | % | 133.9 | 186.1 | (28 | )% | ||||||||||
| Adjusted EBIT Margin | 12.6 | % | 12.2 | % | 40 bps | 9.0 | % | 10.8 | % | -180 bps | ||||||||
| Depreciation and amortization | 26.6 | 27.5 | 79.7 | 80.5 | ||||||||||||||
| Adjusted EBITDA | 100.9 | 101.0 | — | % | 213.6 | 266.6 | (20 | )% | ||||||||||
| Adjusted EBITDA Margin | 17.1 | % | 16.8 | % | 30 bps | 14.3 | % | 15.5 | % | -120 bps | ||||||||
| Specialized Products | ||||||||||||||||||
| Trade Sales | 242.9 | $ | 267.2 | (9 | )% | $ | 618.2 | $ | 797.1 | (22 | )% | |||||||
| EBIT | 32.7 | 44.4 | (26 | )% | 40.7 | 121.6 | (67 | )% | ||||||||||
| EBIT Margin | 13.5 | % | 16.6 | % | -310 bps | 6.6 | % | 15.3 | % | -870 bps | ||||||||
| Restructuring-related charges | 3.8 | — | 3.8 | — | ||||||||||||||
| Goodwill impairment | — | — | 25.4 | — | ||||||||||||||
| Adjusted EBIT | 36.5 | 44.4 | (18 | )% | 69.9 | 121.6 | (43 | )% | ||||||||||
| Adjusted EBIT Margin | 15.0 | % | 16.6 | % | -160 bps | 11.3 | % | 15.3 | % | -400 bps | ||||||||
| Depreciation and amortization | 10.7 | 10.4 | 32.5 | 31.0 | ||||||||||||||
| Adjusted EBITDA | 47.2 | 54.8 | (14 | )% | 102.4 | 152.6 | (33 | )% | ||||||||||
| Adjusted EBITDA Margin | 19.4 | % | 20.5 | % | -110 bps | 16.6 | % | 19.1 | % | -250 bps | ||||||||
| Furniture, Flooring & Textile Products | ||||||||||||||||||
| Trade Sales | 374.9 | $ | 370.7 | 1 | % | $ | 989.0 | $ | 1,086.4 | (9 | )% | |||||||
| EBIT | 41.7 | 29.3 | 42 | % | 91.6 | 79.2 | 16 | % | ||||||||||
| EBIT Margin | 11.1 | % | 7.9 | % | 320 bps | 9.3 | % | 7.3 | % | 200 bps | ||||||||
| Restructuring-related charges | 1.2 | 1.0 | 1.5 | 3.2 | ||||||||||||||
| Adjusted EBIT | 42.9 | 30.3 | 42 | % | 93.1 | 82.4 | 13 | % | ||||||||||
| Adjusted EBIT Margin | 11.4 | % | 8.2 | % | 320 bps | 9.4 | % | 7.6 | % | 180 bps | ||||||||
| Depreciation and amortization | 6.3 | 6.4 | 19.1 | 19.7 | ||||||||||||||
| Adjusted EBITDA | 49.2 | 36.7 | 34 | % | 112.2 | 102.1 | 10 | % | ||||||||||
| Adjusted EBITDA Margin | 13.1 | % | 9.9 | % | 320 bps | 11.3 | % | 9.4 | % | 190 bps | ||||||||
| Total Company | ||||||||||||||||||
| Net Trade Sales | 1,207.6 | $ | 1,239.3 | (3 | )% | $ | 3,098.2 | $ | 3,607.6 | (14 | )% | |||||||
| EBIT - segments | 148.0 | 144.4 | 2 | % | 254.5 | 379.1 | (33 | )% | ||||||||||
| Intersegment eliminations and other | (0.7 | ) | (0.3 | ) | (3.7 | ) | (0.8 | ) | ||||||||||
| EBIT | 147.3 | 144.1 | 2 | % | 250.8 | 378.3 | (34 | )% | ||||||||||
| EBIT Margin | 12.2 | % | 11.6 | % | 60 bps | 8.1 | % | 10.5 | % | -240 bps | ||||||||
| Goodwill impairment 3 | — | — | 25.4 | — | ||||||||||||||
| Note impairment 3 | — | — | 8.4 | — | ||||||||||||||
| Stock write-off from prior year divestiture 3 | — | — | 3.5 | — | ||||||||||||||
| Restructuring-related charges 3 | 5.7 | 3.8 | 8.6 | 10.1 | ||||||||||||||
| ECS transaction costs 3 | — | — | — | 0.9 | ||||||||||||||
| Adjusted EBIT 3 | 153.0 | 147.9 | 3 | % | 296.7 | 389.3 | (24 | )% | ||||||||||
| Adjusted EBIT Margin 3 | 12.7 | % | 11.9 | % | 80 bps | 9.6 | % | 10.8 | % | -120 bps | ||||||||
| Depreciation and amortization - segments | 43.6 | 44.3 | 131.3 | 131.2 | ||||||||||||||
| Depreciation and amortization - unallocated<br>4 | 3.4 | 4.1 | 9.7 | 13.5 | ||||||||||||||
| Adjusted EBITDA 3 | 200.0 | $ | 196.3 | 2 | % | $ | 437.7 | $ | 534.0 | (18 | )% | |||||||
| Adjusted EBITDA Margin | 16.6 | % | 15.8 | % | 80 bps | 14.1 | % | 14.8 | % | -70 bps | ||||||||
| LAST SIX QUARTERS | 2020 | |||||||||||||||||
| Selected Figures | 3Q | 4Q | 1Q | 2Q | 3Q | |||||||||||||
| Net Trade Sales ( million) | 1,213.2 | 1,239.3 | 1,144.9 | 1,045.5 | 845.1 | 1,207.6 | ||||||||||||
| Sales Growth (vs. prior year) | 10 | % | 14 | % | 9 | % | (9 | )% | (30 | )% | (3 | )% | ||||||
| Volume Growth (same locations vs. prior year) | (6 | )% | (1 | )% | (1 | )% | (9 | )% | (29 | )% | (3 | )% | ||||||
| Adjusted EBIT 3 | 136.0 | 147.9 | 140.1 | 92.6 | 51.1 | 153.0 | ||||||||||||
| Cash from Operations ( million) | 172.3 | 212.9 | 251.4 | 10.4 | 112.1 | 261.3 | ||||||||||||
| Adjusted EBITDA (trailing twelve months)<br>3 | 651.0 | 689.1 | 721.3 | 709.7 | 621.3 | 625.0 | ||||||||||||
| (Long-term debt + current maturities - cash and equivalents) / Adj. EBITDA 3,5 | 3.26 | 2.91 | 2.59 | 2.76 | 3.10 | 2.74 | ||||||||||||
| Organic Sales (vs. prior year) 6 | 3Q | 4Q | 1Q | 2Q | 3Q | |||||||||||||
| Bedding Products | (8 | )% | (9 | )% | (10 | )% | (15 | )% | (28 | )% | (1 | )% | ||||||
| Specialized Products | (3 | )% | 5 | % | 4 | % | (11 | )% | (47 | )% | (9 | )% | ||||||
| Furniture, Flooring and Textile Products | (4 | )% | 1 | % | (2 | )% | (7 | )% | (25 | )% | (2 | )% | ||||||
| Overall | (6 | )% | (2 | )% | (4 | )% | (12 | )% | (31 | )% | (3 | )% |
All values are in US Dollars.
| ^1^ | Segment and overall company margins calculated on Trade sales. | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ^2^ | bps = basis points; a unit of measure equal to 1/100th of 1%. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| ^3^ | Refer to next page for non-GAAP reconciliations. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| ^4^ | Consists primarily of depreciation of non-operating assets and<br>amortization of debt issuance costs. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| ^5^ | EBITDA based on trailing twelve months. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| ^6^ | Trade sales excluding sales attributable to acquisitions and divestitures consummated in the last 12 months.<br> | ||||||||||||||||
| --- | --- | ||||||||||||||||
| LEGGETT & PLATT | November 2, 2020 | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| RECONCILIATION OF REPORTED (GAAP) TO ADJUSTED (Non-GAAP)FINANCIAL MEASURES 11 | |||||||||||||||||
| 2020 | |||||||||||||||||
| Non-GAAP adjustments 7 | 3Q | 4Q | 1Q | 2Q | 3Q | ||||||||||||
| Goodwill impairment | — | — | — | — | 25.4 | — | |||||||||||
| Note impairment | — | — | — | 8.4 | — | — | |||||||||||
| Stock write-off from prior year divestiture | — | — | — | 3.5 | — | — | |||||||||||
| Restructuring-related charges | — | 3.8 | 5.0 | — | 2.9 | 5.7 | |||||||||||
| ECS transaction costs | — | — | — | — | — | — | |||||||||||
| Non-GAAP adjustments (pretax) 8 | — | **** | **** | 3.8 | **** | **** | 5.0 | **** | **** | 11.9 | **** | **** | 28.3 | **** | **** | 5.7 | **** |
| Income tax impact | — | (0.4 | ) | (0.1 | ) | (2.9 | ) | (0.4 | ) | (1.3 | ) | ||||||
| Tax Cuts and Jobs Act impact | — | — | — | — | — | — | |||||||||||
| Non-GAAP adjustments (after tax) | — | **** | **** | 3.4 | **** | **** | 4.9 | **** | **** | 9.0 | **** | **** | 27.9 | **** | **** | 4.4 | **** |
| Diluted shares outstanding | 135.2 | 135.4 | 135.8 | 135.6 | 135.7 | 136.1 | |||||||||||
| EPS impact of non-GAAP adjustments | — | **** | **** | 0.02 | **** | **** | 0.04 | **** | **** | 0.07 | **** | **** | 0.21 | **** | **** | 0.03 | **** |
| 2020 | |||||||||||||||||
| Adjusted EBIT, EBITDA, Margin, and EPS 7 | 3Q | 4Q | 1Q | 2Q | 3Q | ||||||||||||
| Net trade sales | 1,213.2 | 1,239.3 | 1,144.9 | 1,045.5 | 845.1 | 1,207.6 | |||||||||||
| EBIT (earnings before interest and taxes) | 136.0 | 144.1 | 135.1 | 80.7 | 22.8 | 147.3 | |||||||||||
| Non-GAAP adjustments (pretax and excluding<br>interest) | — | 3.8 | 5.0 | 11.9 | 28.3 | 5.7 | |||||||||||
| Adjusted EBIT ( millions) | 136.0 | **** | **** | 147.9 | **** | **** | 140.1 | **** | **** | 92.6 | **** | **** | 51.1 | **** | **** | 153.0 | **** |
| EBIT margin | 11.2 | % | 11.6 | % | 11.8 | % | 7.7 | % | 2.7 | % | 12.2 | % | |||||
| Adjusted EBIT margin | 11.2 | % | **** | 11.9 | % | **** | 12.2 | % | **** | 8.9 | % | **** | 6.0 | % | **** | 12.7 | % |
| EBIT | 136.0 | 144.1 | 135.1 | 80.7 | 22.8 | 147.3 | |||||||||||
| Depreciation and Amortization | 50.0 | 48.4 | 47.2 | 47.5 | 46.5 | 47.0 | |||||||||||
| EBITDA | 186.0 | 192.5 | 182.3 | 128.2 | 69.3 | 194.3 | |||||||||||
| Non-GAAP adjustments (pretax and excluding<br>interest) | — | 3.8 | 5.0 | 11.9 | 28.3 | 5.7 | |||||||||||
| Adjusted EBITDA ( millions) | 186.0 | **** | **** | 196.3 | **** | **** | 187.3 | **** | **** | 140.1 | **** | **** | 97.6 | **** | **** | 200.0 | **** |
| EBITDA margin | 15.3 | % | 15.5 | % | 15.9 | % | 12.3 | % | 8.2 | % | 16.1 | % | |||||
| Adjusted EBITDA margin | 15.3 | % | **** | 15.8 | % | **** | 16.4 | % | **** | 13.4 | % | **** | 11.5 | % | **** | 16.6 | % |
| Diluted EPS | 0.64 | 0.74 | 0.64 | 0.34 | (0.05 | ) | 0.77 | ||||||||||
| EPS impact of non-GAAP adjustments | — | 0.02 | 0.04 | 0.07 | 0.21 | 0.03 | |||||||||||
| Adjusted EPS () | 0.64 | **** | **** | 0.76 | **** | **** | 0.68 | **** | **** | 0.41 | **** | **** | 0.16 | **** | **** | 0.80 | **** |
| 2020 | |||||||||||||||||
| Net Debt to Adjusted EBITDA 9 | 3Q | 4Q | 1Q | 2Q | 3Q | ||||||||||||
| Total Debt | 2,414.8 | 2,248.3 | 2,117.6 | 2,466.4 | 2,134.3 | 1,960.2 | |||||||||||
| Less: Cash and equivalents | (289.7 | ) | (242.0 | ) | (247.6 | ) | (505.8 | ) | (208.8 | ) | (245.0 | ) | |||||
| Net Debt | 2,125.1 | 2,006.3 | 1,870.0 | 1,960.6 | 1,925.5 | 1,715.2 | |||||||||||
| Adjusted EBITDA, trailing 12 months | 651.0 | 689.1 | 721.3 | 709.7 | 621.3 | 625.0 | |||||||||||
| Net Debt / Leggett Reported 12-month Adjusted<br>EBITDA | 3.26 | **** | **** | 2.91 | **** | **** | 2.59 | **** | **** | 2.76 | **** | **** | 3.10 | **** | **** | 2.74 | **** |
| Net Debt / Leggett and ECS 12-month Pro Forma<br>Adjusted EBITDA 10 | 3.04 | **** | **** | 2.81 | **** | **** | 2.59 | **** |
All values are in US Dollars.
| ^7^ | Management and investors use these measures as supplemental information to assess operational performance.<br> | ||||||
|---|---|---|---|---|---|---|---|
| ^8^ | The non-GAAP adjustments affected various line items on the income<br>statement. Details by quarter: 3Q 2019: ($0.9) million COGS, $4.7 million other expense. 4Q 2019: $5.0 million other expense. 1Q 2020: $8.4 million SG&A, $3.5 million other expense. 2Q 2020: $.5 COGS, $27.8 million other<br>expense. 3Q 2020: $5.1 million other expense, $0.6 million in COGS. | ||||||
| --- | --- | ||||||
| ^9^ | Management and investors use this ratio as supplemental information to assess ability to pay off debt. These<br>ratios are calculated differently than the Company’s credit facility covenant ratio. | ||||||
| --- | --- | ||||||
| ^10^ | The Leggett and ECS pro forma adjusted EBITDA for the 12 months ended June 30, September 30, and<br>December 31, 2019 is presented in the table below. Because the increase in debt from December 31, 2018 to December 31, 2019 was directly attributable to the ECS acquisition, we believe it is more meaningful to investors to include<br>ECS’s pre-acquisition adjusted EBITDA for the trailing 12 months ended June 30, September 30, and December 31, 2019 in the net debt / 12-month<br>adjusted EBITDA calculation. | ||||||
| --- | --- | ||||||
| ECS pre-acquisition adjusted EBITDA from: | 7/1/18 –<br>1/16/19 | 10/1/18 –<br>1/16/19 | 1/1/19 –<br>1/16/19 | ||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Net earnings | 6 | — | (1 | ) | |||
| Interest expense | 22 | 12 | 1 | ||||
| Taxes | 4 | 1 | — | ||||
| EBIT | 32 | 13 | — | ||||
| Depreciation and Amortization | 10 | 5 | 1 | ||||
| Change in control bonus | 7 | 7 | — | ||||
| EBITDA | 49 | 25 | 1 | ||||
| Leggett Adjusted EBITDA, trailing 12 months (including ECS from January 16, 2019) | 651 | 689 | 721 | ||||
| ECS pre-acquisition adjusted EBITDA | 49 | 25 | 1 | ||||
| Leggett and ECS Pro Forma Adjusted EBITDA, trailing 12 months | 700 | 714 | 722 | ||||
| Total Debt / Leggett and ECS 12-month Pro FormaAdjusted EBITDA | **** | 3.04 | **** | 2.81 | **** | 2.59 | **** |
| ^11^ | Calculations impacted by rounding. | ||||||
| --- | --- |