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Sealy Corporation Reports Fiscal Third Quarter 2010 Results

-Net Sales of $346 million-

-Income from Operations of $12 million-

-Adjusted EBITDA of $47 million-


News provided by

Sealy Corporation

Sep 28, 2010, 04:01 ET

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TRINITY, N.C., Sept. 28 /PRNewswire-FirstCall/ -- Sealy Corporation (NYSE: ZZ), the bedding industry's largest global bedding manufacturer, today announced results for its third quarter of fiscal year 2010.  

Net sales for the third fiscal quarter were $346.2 million, a decrease of (1.0)% compared to the same prior year period.

Gross profit for the third fiscal quarter decreased by $8.5 million to $137.6 million from the prior year quarter.  Gross margin declined by 205 basis points to 39.7%, driven primarily by higher discounting on products that are at the end of their life cycle in an increasingly competitive market as well as the impact of inflation on material costs. Partially offsetting these decreases were improvements in operations efficiencies.  

Income from operations for the third fiscal quarter of $11.6 million was negatively impacted by a non-cash, impairment charge of $23.0 million related to a write down of the assets of the company's European segment to their fair market value.  The impairment is a non-cash charge to earnings and did not affect the Company's liquidity, cash flows from operating activities or Adjusted EBITDA for debt covenant purposes. For more information on these and other various items impacting the period, please refer to the last table of this release.  Excluding the impairment, the Company's income from operations would have been $34.5 million, compared to $39.2 million in the same prior year period.  The decline was driven by lower sales and higher per unit material costs.  

The net loss for the third quarter was $15.8 million or $0.16 per diluted share, using a diluted share count of 97.0 million shares.  Excluding the impairment, the Company's net income for the period would have been $7.1 million, or $0.04 per diluted shares, based on a 291.6 million diluted share count, compared to $12.1 million, or $0.05 per diluted share, based on a 279.2 million diluted share count, in the comparable prior year period.  For further information on the calculation of diluted shares, please see the attached schedule.  

Adjusted EBITDA for the third fiscal quarter decreased 12.6% to $46.9 million from $53.7 million. Adjusted EBITDA margin decreased to 13.5%, compared to 15.4% in the prior year period.  

"While our third quarter results reflect the inconsistent industry demand and on-going pressures in the overall macroeconomic and retail environment, we remain focused on actions within our control to drive our future performance.  In light of this challenging marketplace, we are actively working with our retail partners to execute promotions that will bring the consumer back into their stores, while continuing to make investments in new product rollouts and new product development to drive future sales growth.  The Sealy Promotional line has now been fully rolled out and the specialty Embody line rollout will be completed in Q4.  While we would like to have had both rollouts completed faster, both lines are now performing better than their predecessors and have shown improvement from the beginning to the end of the quarter.  In addition, our 2009 Stearns & Foster line continues to deliver strong growth.  Lastly, we are excited by the progress made on our Next Generation Posturepedic line, which remains on track for a January 2011 launch," stated Larry Rogers, Sealy's President and Chief Executive Officer.

Fiscal 2010 Third Quarter Results

Total U.S. net sales decreased 2.2% to $251.0 million from the third quarter of fiscal 2009.  Wholesale unit volume decreased 0.3%, while wholesale average unit selling price decreased 2.3% on a year-over-year basis.  The decrease in unit volume is primarily attributable to lower sales related to the company's Posturepedic line, offset by the growth of its Stearns & Foster line.  The decrease in wholesale average unit selling price is due to the company's response to competitive pressure including a growing mix of promotional priced bedding as it seeks to capture more sales with its new Sealy branded products.  

International net sales increased $2.3 million, or 2.5%, from the third quarter of 2009 to $95.1 million. Excluding the effects of currency fluctuation, international net sales increased 2.6% from the third quarter of 2009. This increase was primarily due to increased sales in the Canadian market driven by strategic promotional activity and the success of the company's new Stearns & Foster line.  Canadian unit volume for the quarter increased 7.4% from the comparable prior year quarter.

Gross profit decreased 5.8% to $137.6 million compared to $146.1 million in the third quarter of fiscal 2009.  Gross profit margin was 39.7%, a decrease of 205 basis points compared to the prior year third quarter.  U.S. gross profit margin decreased 353 basis points to 40.4%.  The decrease in percentage of net sales was driven primarily by higher discounting on products that are at the end of their life cycle in an increasingly competitive market, as well as the impact of inflation on material costs. Partially offsetting these decreases were improvements in operations efficiencies.

Selling, general, and administrative (SG&A) expenses were $107.5 million for the third quarter of fiscal 2010, a decrease of $2.8 million versus the comparable period a year earlier primarily due to a decrease in compensation costs.  

Fiscal 2010 Nine Month Results

Net sales for the nine months ended August 29, 2010 increased 4.6% to $1,002.3 million from $958.0 million for the comparable period a year earlier. Gross profit was $405.9 million, or 40.5% of net sales, versus $385.7 million, or 40.3% of net sales, for the comparable period a year earlier.  The net loss for the period was $9.3 million.  Excluding the non-cash impairment discussed above, the company's net income for the period would have been $13.7 million, versus $11.0 million in the prior year period.  Adjusted EBITDA increased 3.2% to $135.0 million, or 13.5% of net sales, from $130.8 million, or 13.7% of net sales, compared to the same period in the prior year.

As of August 29, 2010, the Company's debt net of cash was $719.8 million.  The Net Debt to Adjusted EBITDA ratio (excluding the Convertible Payment In Kind Notes) was 3.15x as of August 29, 2010.

"Our commitment to new product development leaves us well positioned with products in all technologies and across all price points.  Coupled with our on going intense focus on the cost structure, we believe these actions will help drive profitable market share growth and strong EBITDA performance in the future.  However, we were not able to overcome the macroeconomic headwinds and the impact from delayed rollouts we faced during the quarter.  In light of the current operating environment and our third quarter results, we now expect growth of 4-6% in adjusted EBITDA for the full 2010 year," added Mr. Rogers.

Adjusted EBITDA

Within the information above, Sealy provides information regarding Adjusted EBITDA and Adjusted EBITDA Margin which are not recognized terms under GAAP (Generally Accepted Accounting Principles) and do not purport to be alternatives to operating income or net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. We present Adjusted EBITDA, because the covenants contained in our senior debt agreements are based upon these measures and Adjusted EBITDA is a material component of those covenants. Additionally, management uses Adjusted EBITDA to evaluate the Company's operating performance.  We also present Adjusted EBITDA margin, which is Adjusted EBITDA reflected as a percentage of net sales because we believe that this measure provides useful incremental information to investors regarding our operating performance.  Additionally, these measures are not intended to be measures of available cash flow for management's discretionary use, as these measures do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Because not all companies use identical calculations, this presentation may not be comparable to other similarly titled measures of other companies.  A reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to the Company's net income is provided in the attached schedule.

Conference Call

The Company will hold a conference call today to discuss its fiscal third quarter 2010 results at 5:00 p.m. (Eastern Time).  The conference call can be accessed live over the phone by dialing 1-877-941-2068, or for international callers, 1-480-629-9712. A replay will be available one hour after the call and can be accessed by dialing 1-877-870-5176, or for international callers, 1-858-384-5517. The passcode for the live call and the replay is 4360177. The replay will be available until October 5, 2010.

Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the Investors section of the Company's website at www.sealy.com. The on-line replay will be available for a limited time beginning immediately following the call in the Investors section of the Company's website at www.sealy.com.

About Sealy

Sealy is the bedding industry's largest global manufacturer with sales of $1.3 billion in fiscal 2009. The Company manufactures and markets a broad range of mattresses and foundations under the Sealy(R), Sealy Posturepedic(R), Sealy Embody(TM), Stearns & Foster(R), and Bassett(R) brands. Sealy operates 25 plants in North America, and has the largest market share and highest consumer awareness of any bedding brand on the continent. In the United States, Sealy sells its products to approximately 3,000 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.












SEALY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands)

(Unaudited)












August 29,


November 29,


August 30,




2010


2009


2009









ASSETS














Current assets:







Cash and equivalents

$             82,510


$           131,427


$             99,840


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

181,758


156,850


189,446


Inventories

68,634


56,810


57,619


Prepaid expenses and other current assets

19,910


21,080


23,726


Deferred income tax assets

15,375


20,222


18,724

Total current assets

368,187


386,389


389,355

Property, plant and equipment - at cost

416,354


446,989


440,003

Less accumulated depreciation

(246,468)


(239,508)


(228,869)




169,886


207,481


211,134

Other assets:







Goodwill

360,878


360,583


360,817


Intangible assets, net of accumulated amortization

1,517


1,937


2,774


Deferred income tax assets

9,601


6,874


5,650


Debt issuance costs, net, and other assets

54,814


52,206


53,740




426,810


421,600


422,981

Total assets

$           964,883


$        1,015,470


$        1,023,470









LIABILITIES AND STOCKHOLDERS'  DEFICIT














Current liabilities:







Current portion - long-term obligations

$               7,634


$             13,693


$             11,591


Accounts payable

89,229


88,971


105,914


Accrued incentives and advertising

33,215


31,804


31,610


Accrued compensation

26,466


43,105


33,730


Accrued interest

17,616


15,230


14,843


Other accrued liabilities

32,617


36,436


45,178

Total current liabilities

206,777


229,239


242,866

Long-term obligations, net of current portion

794,658


833,766


837,836

Other liabilities

58,004


59,625


59,585

Deferred income tax liabilities

875


832


1,607









Stockholders' deficit:







Common stock

977


947


922


Additional paid-in capital

908,446


885,064


878,003


Accumulated deficit

(1,002,210)


(992,950)


(995,133)


Accumulated other comprehensive income

(2,644)


(1,053)


(2,216)

Total shareholders' deficit

(95,431)


(107,992)


(118,424)

Total liabilities and shareholders' deficit

$           964,883


$        1,015,470


$        1,023,470
















SEALY  CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)






















Three Months Ended




August 29,

August 30,




2010

2009







Net sales

$            346,181


$            349,573

Cost of goods sold

208,616


203,508








Gross profit

137,565


146,065







Selling, general and administrative expenses

107,498


110,256

Asset impairment loss

22,963


-

Amortization expense

68


842

Restructuring expenses and asset impairment

-


-

Royalty income, net of royalty expense

(4,535)


(4,216)









Income from operations

11,571


39,183







Interest expense

21,784


22,127

Loss on rights for convertible notes

-


1,820

Refinancing and extinguishment of debt and interest rate derivatives

-


39

Other income, net

(57)


(14)









(Loss) income before income taxes

(10,156)


15,211

Income tax provision

6,379


3,155

Equity in earnings of unconsolidated affiliates

712


-



Net (loss) income

$            (15,823)


$              12,056







(Loss) earnings per common share—Basic

$                (0.16)


$                  0.13







(Loss) earnings per common share—Diluted

$                (0.16)


$                  0.05







Weighted average number of common shares outstanding:





Basic

97,043


91,884


Diluted

97,043


279,156













SEALY  CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)






















Nine Months Ended




August 29,


August 30,




2010


2009







Net sales

$  1,002,336


$     958,004

Cost of goods sold

596,413


572,353








Gross profit

405,923


385,651







Selling, general and administrative expenses

323,636


302,533

Asset impairment loss

22,963


-

Amortization expense

522


2,435

Restructuring expenses and asset impairment

-


1,448

Royalty income, net of royalty expense

(12,343)


(12,186)









Income from operations

71,145


91,421







Interest expense

65,890


56,551

Loss on rights for convertible notes

-


4,549

Refinancing and extinguishment of debt and interest rate derivatives

3,759


17,461

Gain on sale of subsidiary stock

-


(1,292)

Other income, net

(161)


(60)









Income before income taxes

1,657


14,212

Income tax provision

13,619


3,201

Equity in earnings of unconsolidated affiliates

2,702


-



Net (loss) income

$        (9,260)


$       11,011







(Loss) earnings per common share—Basic

$          (0.10)


$           0.12







(Loss) earnings per common share—Diluted

$          (0.10)


$           0.07







Weighted average number of common shares outstanding:





Basic

95,384


91,836


Diluted

95,384


153,602








SEALY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)






Nine Months Ended






August 29,


August 30,






2010


2009

Operating activities:





Net (loss) income

$               (9,260)


$            11,011


Adjustments to reconcile net income to





net cash provided by (used in) operating activities:






Depreciation and amortization

21,813


24,655



Deferred income taxes

4,259


(7,565)



Impairment charges

22,963


1,326



Amortization of deferred gain on sale-leaseback

(490)


(485)



Paid in kind interest on convertible notes

10,830


1,820



Amortization of discount on new senior secured notes

1,702


351



Amortization of debt issuance costs and other

4,191


2,925



Loss on rights for convertible notes

-


4,549



Share-based compensation

12,759


7,381



Excess tax benefits from share-based payment arrangements

(942)


-



Loss on sale of assets

246


383



Write-off of debt issuance costs related to debt extinguishments

2,709


2,113



Loss on termination of interest rate swaps

1,050


15,232



Payment to terminate interest rate swaps

-


(15,232)



Gain on sale of subsidiary stock

-


(1,292)



Other, net

(1,635)


(2,458)


Changes in operating assets and liabilities:






Accounts receivable

(28,724)


(27,628)



Inventories

(13,984)


5,684



Prepaid expenses and other current assets

(1,279)


14,080



Other assets

(5,314)


(1,434)



Accounts payable

3,822


5,195



Accrued expenses

(18,950)


6,752



Other liabilities

386


(7,150)





Net cash provided by operating activities

6,152


40,213

Investing activities:





Purchase of property, plant and equipment

(11,369)


(8,669)


Proceeds from sale of property, plant and equipment

67


10,385


Net proceeds from sale of subsidiary stock

-


1,237


Investments in and loans to unconsolidated affiliate

-


(2,322)





Net cash (used in) provided by investing activities

(11,302)


631

Financing activities:





Proceeds from issuance of long-term obligations

2,784


3,343


Repayments of long-term obligations

(10,204)


(15,668)


Repayment of old senior term loans

-


(377,181)


Proceeds from issuance of new senior secured notes

-


335,916


Proceeds from issuance of related party notes

-


177,132


Repayment of related party notes

-


(83,284)


Repayment of senior secured notes, including premium of $1,050

(36,050)


-


Proceeds from issuance of convertible notes, net

-


83,284


Borrowings under revolving credit facilities

-


140,904


Repayments under revolving credit facilities

-


(205,304)


Exercise of employee stock options, including related excess tax benefits

1,101


(330)


Debt issuance costs

-


(27,421)


Other

(8)


-





Net cash (used in) provided by financing activities

(42,377)


31,391

Effect of exchange rate changes on cash

(1,390)


1,009

Change in cash and equivalents

(48,917)


73,244

Cash and equivalents:





Beginning of period

131,427


26,596










End of period

$               82,510


$            99,840

























RECONCILIATION OF EBITDA TO NET INCOME

NON GAAP MEASURES





















Three Months Ended:


Nine Months Ended:






August 29,


August 30,


August 29,


August 30,





2010


2009


2010


2009





(in thousands)

(percentage of net sales)


(in thousands)

(percentage of net sales)


(in thousands)

(percentage of net sales)


(in thousands)

(percentage of net sales)

















Net income (loss)




$      (15,823)

-4.6%


$        12,056

3.4%


$     (9,260)

-0.9%


$        11,011

1.1%

 Interest expense



21,784

6.3%


22,127

6.3%


65,890

6.6%


56,551

5.9%

 Income taxes



6,379

1.8%


3,155

0.9%


13,619

1.4%


3,201

0.3%

 Depreciation and amortization



7,077

2.0%


8,102

2.3%


21,813

2.2%


24,655

2.6%

















EBITDA



19,417

5.6%


45,440

13.0%


92,062

9.2%


95,418

10.0%

Adjustments for debt covenants:















Impairment charges



22,963

6.6%


0

0.0%


22,963

2.3%


0

0.0%


Refinancing charges



0

0.0%


40

0.0%


3,759

0.4%


17,461

1.8%


Non-cash compensation



3,545

1.0%


5,164

1.5%


12,760

1.3%


7,387

0.8%


KKR consulting fees



405

0.1%


655

0.2%


1,425

0.1%


2,196

0.2%


Severance charges



640

0.2%


229

0.1%


1,892

0.2%


2,171

0.2%


Loss on rights for Convertible Notes



0

0.0%


1,820

0.5%


0

0.0%


4,549

0.5%


Other (various) (a)



(91)

0.0%


319

0.1%


163

0.0%


1,599

0.2%

















Adjusted EBITDA



$       46,879

13.5%


$        53,667

15.4%


$  135,024

13.5%


$      130,781

13.7%

















(a)  Consists of various immaterial adjustments


Reconciliation of Adjusted Diluted Earnings per Share 

(in thousands)









Numerator for diluted earnings per share:









Three Months Ended
August 29, 2010


Nine Months Ended
August 29, 2010





Net loss, as reported

$                      (15,823)


$                      (9,260)

Impairment charges, net of tax

22,963


22,963

Net income, as adjusted

$                          7,140


$                     13,703

Net income attributable to participating securities, as adjusted

(15)


(38)

Interest on convertible notes

4,318


11,929

Net income available to common shareholders, as adjusted

$                        11,443


$                     25,594









Denominator for diluted earnings per share:








Adjusted weighted average shares and assumed conversions, as reported

97,043


95,384

Convertible debt

185,413


181,798

Stock options

1,040


1,147

Restricted share units

7,786


9,220

Other

365


345

Adjusted weighted average shares and assumed conversions, as adjusted

291,647


287,894









Diluted earnings per share, as reported

$                          (0.16)


$                        (0.10)

Diluted earnings per share, as adjusted

$                            0.04


$                         0.09













Reconciliation of Adjusted Income from Operations




(in thousands)













Three Months Ended
August 29, 2010


Nine Months Ended
August 29, 2010

Income from Operations, as reported

$                        11,571


$                     71,145

Asset impairment loss

22,963


22,963

Income from Operations, as adjusted

$                        34,534


$                     94,108





Reconciliation of Fully Diluted Sharecount



Three Months Ended


Nine Months Ended



August 29, 2010


August 30, 2009


August 29, 2010


August 30, 2009



(in thousands)


(in thousands)

Numerator:









Net income (loss), as reported


$                 (15,823)


$                  12,056


$                   (9,260)


$                  11,564

Net income (loss) attributable to participating securities


34


(38)


26


(37)

Interest on convertible notes


-


1,820


-


1,820

Net income available to common shareholders


$                 (15,789)


$                  13,838


$                   (9,234)


$                  13,347










Denominator:









Denominator for basic earnings per share—weighted average shares


97,043


91,884


95,384


91,836

Effect of dilutive securities:









Convertible debt


-


177,088


-


60,549

Stock options


-


1,745


-


1,016

Restricted share units


-


8,172


-


-

Other


-


267


-


201

Denominator for diluted earnings per share—adjusted weighted average shares and assumed conversions


97,043


279,156


95,384


153,602










Since the Company reported a net loss for the three and nine months ended August 29, 2010, the 194,604 outstanding options to purchase common stock, restricted shares, share units and Convertible Notes (in thousands) were considered antidilutive and are not included in the computation of diluted earnings per share.

Sealy Corporation

Interest Expense

Q3 2010







Three Months Ended


Nine Months Ended


August 29, 2010


August 30, 2009


August 29, 2010


August 30, 2009


(in thousands)


(in thousands)

Cash interest expense

$                            15,920


$                            17,940


$                     49,089


$                     51,119

Non-cash interest expense

5,863


4,188


16,801


5,432

Total interest expense

$                            21,783


$                            22,127


$                     65,890


$                     56,551









SOURCE Sealy Corporation

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