EX-99.1 2 a06-21139_1ex99d1.htm EX-99

Exhibit 99.1

 

 

 

SEALY CORPORATION

 

 

Mailing Address: One Office Parkway Trinity, North Carolina 27370

 

 

Telephone: 336-861-3500 • Fax: 336-861-3501

 

 

 

 

 

 

 

 

FOR IMMEDIATE RELEASE

Contact:

Mark D. Boehmer

 

 

      VP & Treasurer

 

 

       (336) 862-8705

 

SEALY CORPORATION REPORTS THIRD QUARTER RESULTS

— Net Sales Grow 6.4% —

— International Sales Grow 24.3% —

ARCHDALE, North Carolina (October 11, 2006) Sealy Corporation (NYSE:ZZ), the largest bedding manufacturer in the world, today announced results for its third quarter of fiscal 2006.

Net sales for the fiscal quarter ended August 27, 2006 increased 6.4% to $415.1 million from $390.0 million for the comparable period a year earlier as average unit selling price increased 5.0% and unit volume increased 1.3%.   International net sales increased $18.9 million or 24.3% (18.9% excluding the effects of currency fluctuation) to $96.7 million. Domestic net sales increased 2.0% to $318.4 million as average unit selling price improved 5.9% and unit volume declined 3.7%.

Third quarter gross profit was $185.2 million, or 44.6% of sales, versus $175.9 million, or 45.1% of sales, for the comparable period a year earlier.  Gross profit as a percent of sales was impacted by increased floor sample discounts and the strength of Sealy’s international business and domestic promotional lines which carry lower gross margins compared to the Company average, slightly offset by improvements in Sealy’s average unit selling price and in domestic manufacturing efficiency. Adjusted EBITDA(1) for the quarter increased to $68.8 million versus $67.2 million for the comparable period a year earlier.

Net income was $29.4 million, or $0.30 per diluted share, versus $26.3 million for the comparable period a year ago.  Third quarter results include incremental pre-tax expenses of $6.0 million related to the launch of Sealy’s new products and $0.4 million of incremental expense for non-cash compensation versus the comparable prior year period.

“We continue to successfully navigate through a year of domestic product transition and challenging industry and competitive environment, while driving strong sales and margin growth internationally,” said David J. McIlquham, Sealy’s Chairman and Chief Executive Officer.  “Our efforts are focused on improving the product upgrade cycles in order to drive positive unit growth, including executing on initiatives that provide our retail partners with the beds that will drive traffic on their selling floors.  Over the long term, it is critical for us to continue to innovate new products and successfully execute on our three main growth drivers - core innerspring products, specialty products and international expansion.”

Net sales for the nine months ended August 27, 2006 increased 7.5% to $1,187.6 million from $1,104.9 million for the comparable period a year earlier. Gross profit was $530.5 million, or 44.7% of sales, versus $492.1 million, or 44.5% of sales, for the comparable period a year earlier.  Adjusted EBITDA was $189.8


(1)             Please see the attached tables below for a reconciliation of Adjusted EBITDA to net income and cash flow from operations.




 

million versus $182.9 million for the comparable period a year earlier.  Net income was $52.5 million, versus net income of $53.3 million for the comparable period a year ago.  Nine month results include $34.2 million of charges related to the Company’s IPO and associated debt extinguishments, $20.9 million of incremental cost related to the launch of Sealy’s new products and $2.1 million of incremental expense for non-cash compensation versus the comparable prior year.

Mr. McIlquham continued, “We are confident that there is significant opportunity to improve our future performance in the coming years behind our new products and an anticipated rebound in industry sales. The power of the Sealy brands, our commitment to operating improvements and effectively increasing our distribution position globally will enable us to build our market leadership position and increase profitability over the long term.”

As of August 27, 2006, Sealy’s cash and cash equivalent balance was $22.2 million versus $36.6 million at the beginning of the fiscal year.  The Company has reduced total debt net of cash by $136.2 million to $789.0 million since the beginning of the fiscal year.

Conference Call

The Company will host a conference call and audio webcast with investors, analysts and other interested parties today at 5:00 P.M. Eastern time. The live call can be accessed by dialing (800) 289-0572, or for international callers (913) 981-5543.  Participants should register at least 15 minutes prior to the commencement of the call.  Additionally, a live audio webcast will be available to interested parties at www.sealy.com under the Investor Relations section.  Participants should allow at least 15 minutes prior to the commencement of the call to register, download and install necessary audio software.

About Sealy

Sealy is the largest bedding manufacturer in the world with sales of nearly $1.5 billion in 2005. The company manufactures and markets a broad range of mattresses and foundations under the Sealy®, Sealy Posturepedic®, Stearns & Foster®, and Bassett® brands. Sealy has the largest market share and highest consumer awareness of any bedding brand in North America. Domestically, Sealy has 20 plants and sells its products to 2,900 customers with more than 7,000 retail outlets. Sealy is also a leading supplier to the hospitality industry. For more information, please visit www.sealy.com.

This document contains forward-looking statements within the meaning of the safe harbor provisions of the Securities Litigation Reform Act of 1995. Terms such as “expect,” “believe,” “continue,” and “grow,” as well as similar comments, are forward-looking in nature. Although the Company believes its growth plans are based upon reasonable assumptions, it can give no assurances that such expectations can be attained. Factors that could cause actual results to differ materially from the Company’s expectations include: general business and economic conditions, competitive factors, raw materials purchasing, and fluctuations in demand. Please refer to the Company’s Securities and Exchange Commission filings for further information.

2




SEALY CORPORATION

Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

 

 

Quarter Ended

 

 

 

August 27,
2006

 

August 28,
2005

 

Net sales

 

$

415,124

 

$

390,026

 

 

 

 

 

 

 

Cost of goods sold

 

229,941

 

214,081

 

 

 

 

 

 

 

Gross Profit

 

185,183

 

175,945

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

127,207

 

117,908

 

Amortization of intangibles

 

144

 

122

 

Royalty income, net of royalty expense

 

(3,830

)

(3,603

)

 

 

 

 

 

 

Income from operations

 

61,662

 

61,518

 

Interest expense

 

15,981

 

19,308

 

Debt extinguishment and refinancing expenses

 

4,567

 

 

Other income, net

 

(75

)

(70

)

 

 

 

 

 

 

Income before income tax expense

 

41,189

 

42,280

 

Income tax expense

 

11,821

 

16,025

 

 

 

 

 

 

 

Net income

 

$

29,368

 

$

26,255

 

 

 

 

 

 

 

Earnings per common share - Basic

 

$       0.32

 

$       0.37

 

 

 

 

 

 

 

Earnings per common share - Diluted

 

$       0.30

 

$       0.35

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

Basic

 

90,959

 

70,454

 

Diluted

 

96,660

 

75,808

 

 

 

 

 

 

 

 

3




 

SEALY CORPORATION

Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

 

 

Nine Months Ended

 

 

 

August 27,
2006

 

August 28,
2005

 

Net sales

 

$

1,187,571

 

$

1,104,939

 

 

 

 

 

 

 

Cost of goods sold

 

657,115

 

612,831

 

 

 

 

 

 

 

Gross Profit

 

530,456

 

492,108

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

373,922

 

336,704

 

Expenses associated with initial public offering of common stock

 

28,510

 

 

Amortization of intangibles

 

399

 

409

 

Royalty income, net of royalty expense

 

(11,225

)

(9,947

)

 

 

 

 

 

 

Income from operations

 

138,850

 

164,942

 

Interest expense

 

52,610

 

59,413

 

Debt extinguishment and refinancing expenses

 

9,862

 

6,248

 

Other income, net

 

(641

)

(228

)

 

 

 

 

 

 

Income before income tax expense

 

77,019

 

99,509

 

Income tax expense

 

24,266

 

46,199

 

 

 

 

 

 

 

Income before cumulative effect of a change in accounting principle

 

52,753

 

53,310

 

Cumulative effect of the adoption of FASB Interpretation No. 47, net of related tax benefit of $191

 

287

 

 

 

 

 

 

 

 

Net income

 

$

52,466

 

$

53,310

 

 

 

 

 

 

 

Earnings per common share - Basic

 

 

 

 

 

Income before cumulative effect of change in accounting principle

 

$

0.65

 

$

0.76

 

Cumulative effect of change in accounting principle

 

0.00

 

 

Earnings per common share - Basic

 

$

0.65

 

$

0.76

 

 

 

 

 

 

 

Earnings per common share - Diluted

 

 

 

 

 

Income before cumulative effect of a change in accounting principle

 

$

0.60

 

$

0. 71

 

Cumulative effect of change in accounting principle

 

0.00

 

 

Earnings per common share - Diluted

 

$

0.60

 

$

0. 71

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

Basic

 

81,169

 

70,341

 

Diluted

 

87,189

 

75,073

 

 

4




SEALY CORPORATION

Condensed Consolidated Balance Sheets

(in thousands)

 

 

August 27,
2006

 

November 27,
2005

 

August 28,
2005

 

 

 

(Unaudited)

 

 

 

(Unaudited)

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

22,206

 

$

36,554

 

$

28,011

 

Accounts receivable, net of allowances for bad debts, cash discounts and returns

 

208,760

 

175,414

 

198,367

 

Inventories

 

66,465

 

60,141

 

54,462

 

Assets held for sale

 

2,338

 

1,405

 

1,405

 

Prepaid expenses and other current assets

 

22,719

 

14,320

 

10,678

 

Deferred income taxes

 

15,823

 

16,555

 

12,017

 

 

 

 

 

 

 

 

 

 

 

338,311

 

304,389

 

304,940

 

 

 

 

 

 

 

 

 

Property, plant and equipment—at cost

 

347,711

 

328,935

 

325,006

 

Less: accumulated depreciation

 

(173,323

)

(160,958

)

(157,956

)

 

 

 

 

 

 

 

 

 

 

174,388

 

167,977

 

167,050

 

Other assets:

 

 

 

 

 

 

 

Goodwill

 

388,279

 

384,646

 

384,986

 

Other intangibles

 

4,399

 

4,559

 

4,403

 

Debt issuance costs, net, and other assets

 

27,615

 

33,116

 

35,540

 

 

 

420,293

 

422,321

 

424,929

 

 

 

$

932,992

 

$

894,687

 

$

896,919

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Deficit

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Current portion of long-term obligations

 

$

15,388

 

$

12,769

 

$

10,779

 

Accounts payable

 

116,037

 

119,558

 

104,701

 

Accrued incentives and advertising

 

38,281

 

37,958

 

10,658

 

Accrued compensation

 

31,970

 

44,138

 

37,759

 

Accrued interest

 

6,467

 

18,414

 

38,234

 

Other accrued expenses

 

41,191

 

47,429

 

42,101

 

 

 

249,334

 

280,266

 

244,232

 

 

 

 

 

 

 

 

 

Long-term obligations, net of current portion

 

795,782

 

948,975

 

1,000,401

 

Other noncurrent liabilities

 

44,059

 

43,659

 

43,430

 

Deferred income taxes

 

11,952

 

12,356

 

14,375

 

 

 

 

 

 

 

 

 

Common stock and options subject to redemption

 

20,263

 

21,654

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit:

 

 

 

 

 

 

 

Common stock, $0.01 par value; Authorized 200,000 shares; Issued and outstanding: 2006 — 90,983; 2005 — 70,480 (including shares classified above as subject to redemption: 2006 — 424; 2005 — 263)

 

904

 

702

 

928

 

Additional paid-in capital

 

664,588

 

365,900

 

387,202

 

Accumulated deficit

 

(860,821

)

(781,463

)

(796,632

)

Accumulated other comprehensive income

 

6,931

 

2,638

 

2,983

 

 

 

(188,398

)

(412,223

)

(405,519

)

 

 

$

932,992

 

$

894,687

 

$

896,919

 

 

 

 

 

 

 

 

 

 

5




 

SEALY CORPORATION

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

 

Nine Months Ended

 

 

 

August 27,

2006

 

August 28,

2005

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

52,466

 

$

53,310

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

16,625

 

16,379

 

Deferred income taxes

 

1,700

 

16,525

 

Non-cash interest expense:

 

 

 

 

 

Senior Subordinated PIK Notes

 

3,348

 

5,902

 

Amortization of debt issuance costs and other

 

1,237

 

3,041

 

Stock-based compensation

 

3,040

 

920

 

(Gain) loss on sale of assets

 

402

 

(1,353

)

Write-off of debt issuance costs related to debt extinguishments

 

6,302

 

3,384

 

Cumulative effect of accounting change

 

287

 

 

Other, net

 

(5,011

)

1,830

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(33,346

)

(25,394

)

Inventories

 

(6,324

)

(2,539

)

Prepaid expenses and other current assets

 

(4,587

)

5,310

 

Accounts payable

 

(4,589

)

8,135

 

Accrued expenses

 

(35,179

)

(18,501

)

Other liabilities

 

511

 

(3,148

)

Net cash provided by operating activities

 

(3,118

)

63,801

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchase of property, plant and equipment, net

 

(20,674

)

(19,756

)

Proceeds from the sale of property, plant and equipment

 

494

 

9,800

 

 

 

 

 

 

 

Net cash used in investing activities

 

(20,180

)

(9,956

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from initial public offering of common stock, net of underwriting discount and other direct costs of $24,489

 

295,511

 

 

Cash dividend

 

(131,824

)

 

Repayment of long-term debt

 

(586,614

)

(60,000

)

Borrowings under new credit facility

 

440,000

 

 

Borrowings under revolving credit facilities

 

137,191

 

194,172

 

Repayments of amounts borrowed under revolving credit facilities

 

(150,106

)

(189,370

)

Other borrowings

 

1,312

 

7,069

 

Exercise of employee stock options, including related excess tax benefits

 

3,012

 

427

 

Debt issuance costs

 

(657

)

(251

)

Other

 

 

(233

)

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

7,825

 

(48,186

)

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

1,125

 

(427

)

 

 

 

 

 

 

Change in cash and cash equivalents

 

(14,348

)

5,232

 

Cash and cash equivalents:

 

 

 

 

 

Beginning of period

 

36,554

 

22,779

 

 

 

 

 

 

 

End of period

 

$

22,206

 

$

28,011

 

 

 

 

 

 

 

 

6




 Our long-term obligations contain various financial tests and covenants.  Our senior secured credit facilities require us to meet a minimum interest coverage ratio and a maximum leverage ratio. The indenture governing our new senior subordinated notes also requires us to meet a fixed charge coverage ratio in order to incur additional indebtedness, subject to certain exceptions.  We are currently in compliance with all debt covenants.  The specific covenants and related definitions can be found in the applicable debt agreements, each of which we have previously filed with the Securities and Exchange Commission.

The covenants contained in our senior secured credit facilities are based on what we refer to herein as “Adjusted EBITDA”.  In the senior secured credit facilities, EBITDA is defined as net income plus interest, taxes, depreciation and amortization and Adjusted EBITDA is defined as EBITDA further adjusted to exclude unusual items and other adjustments permitted in calculating covenant compliance as discussed above.  Adjusted EBITDA is presented herein as it is a material component of these covenants. Non-compliance with such covenants could result in the requirement to immediately repay all amounts outstanding under such facilities. While the determination of “unusual items” is subject to interpretation and requires judgment, we believe the adjustments listed below are in accordance with the covenants.

EBITDA and Adjusted EBITDA are not recognized terms under GAAP and do not purport to be alternatives to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, they are not intended to be measures of free cash flow for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Because not all companies use identical calculations, these presentations may not be comparable to other similarly titled measures of other companies.

The following table sets forth a reconciliation of net income to EBITDA and EBITDA to Adjusted EBITDA for the three and nine months ended August 27, 2006 and August 28, 2005 (in thousands):

 

 

 

 

Three months ended

 

Nine months ended

 

 

 

August 27, 2006

 

August 28, 2005

 

August 27, 2006

 

August 28, 2005

 

Income before cumulative effect of change in accounting principle

 

$

29,368

 

$

26,255

 

$

52,753

 

$

53,310

 

Interest cost

 

15,981

 

19,308

 

52,610

 

59,413

 

Income taxes

 

11,821

 

16,025

 

24,266

 

46,199

 

Depreciation and amortization

 

5,632

 

5,661

 

16,625

 

16,379

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

$

62,802

 

$

67,249

 

$

146,254

 

$

175,301

 

Management fees to KKR

 

 

525

 

775

 

1,539

 

Unusual and nonrecurring losses:

 

 

 

 

 

 

 

 

 

IPO expenses

 

 

 

28,510

 

 

Post-closing residual plant costs

 

171

 

(1,319

)

604

 

(490

)

Non-cash compensation

 

966

 

607

 

3,040

 

920

 

Debt extinguishment or refinancing charges

 

4,566

 

 

9,862

 

6,248

 

Other (various)

 

321

 

150

 

751

 

(653

)

Adjusted EBITDA

 

$

68,826

 

$

67,212

 

$

189,796

 

$

182,865

 

 

7




The following table reconciles EBITDA to cash flow from operations (in thousands):

 

 

Nine Months Ended

 

 

 

August 27,
 2006

 

August 28,
 2005

 

Income before cumulative effect of change in accounting principle

 

$

52,753

 

$

53,310

 

Interest

 

52,610

 

59,413

 

Income Taxes

 

24,266

 

46,199

 

Depreciation & Amortization

 

16,625

 

16,379

 

 

 

 

 

 

 

EBITDA

 

146,254

 

175,301

 

 

 

 

 

 

 

Adjustments to EBITDA to arrive at cash flow from operations:

 

 

 

 

 

Interest expense

 

(52,610

)

(59,413

)

Income taxes

 

(24,266

)

(46,199

)

Non-cash charges against (credits to) net income

 

11,018

 

30,249

 

Changes in operating assets & liabilities.

 

(83,514

)

(36,137

)

 

 

 

 

 

 

Cash flow from operations

 

$

(3,118

)

$

63,801

 

 

8