EX-99.1 2 a13-3593_1ex99d1.htm EX-99.1

Exhibit 99.1

 

SEALY CORPORATION

Press Release – 4Q Fiscal 2012 Results

January 23, 2013

FINAL

 

News Release

 

Sealy Corporation Reports Fourth Quarter and Fiscal Full Year 2012 Results

 

4th Quarter Results from Continuing Operations—

Adjusted EBITDA of $35.2 Million—

Net Loss Per Share $0.03—

Adjusted Earnings Per Share of $0.04—

 

TRINITY, N.C., January 23, 2013 — Sealy Corporation (NYSE: ZZ), a leading global bedding manufacturer, today announced results for its fiscal fourth quarter and full year 2012. The fiscal year ended December 2, 2012 was a 53-week year compared to a 52-week fiscal year ended November 27, 2011.

 

Fiscal 2012 4th Quarter Recap for Continuing Operations

 

·                  Net sales increased by $88.9 million or 33.0% to $358.1 million, compared to the same prior year quarter. The increase in net sales attributable to the 53rd week was approximately $37.1 million, which added growth of 13.8% over the prior year quarter.

 

·                  Gross profit increased by $43.8 million to $141.9 million compared to the same prior year quarter. The increase due to the 53rd week was approximately $14.5 million.

 

·                  Gross profit margin increased approximately 320 bps to 39.6% of sales compared to 36.4% in the same prior year quarter.

 

·                  Income from operations increased by $12.3 million to $16.1 million compared to the same prior year quarter.

 

·                  Net loss from continuing operations attributable to common shareholders was $2.7 million or $0.03 per diluted share, compared to net loss from continuing operations of $14.0 million or $0.14 per diluted share in the prior year quarter.  Excluding the impact of restructuring expense, merger costs and income tax expense on repatriated foreign earnings, our adjusted

 

1



 

EPS was $0.04. Please see the attached reconciliation of adjusted EPS.

 

·                  Adjusted EBITDA increased by $20.1 million to $35.2 million compared to the same prior year quarter. The increase due to the 53rd week was approximately $3.9 million.

 

“We were pleased with our performance in 2012 as we continued to execute on our strategic initiatives,” stated Larry Rogers, Sealy’s President and Chief Executive Officer.  “Strong product offerings in both the specialty and innerspring lines, compelling advertising and continued financial discipline led to these financial results and we are working to ensure these trends continue.”

 

Fiscal 2012 Fourth Quarter Results

 

Total U.S. net sales increased 32.9% to $269.7 million from the fourth quarter of fiscal 2011. The increase in net sales attributable to the 53rd week was approximately $27.7 million. Also contributing to the increase in U.S. net sales was a 13.3% increase in wholesale unit volume, coupled with a 15.8% increase in wholesale average unit selling price. The significant improvement in both of these metrics was primarily driven by the success of the Optimum by Sealy Posturepedic and Next Generation Stearns & Foster product lines, both of which sell at higher price points in the market.

 

International net sales increased $22.1 million, or 33.3%, from the fourth quarter of fiscal 2011 to $88.4 million. The increase in net sales attributable to the 53rd week was approximately $9.3 million. This increase was primarily attributable to the strong sales performance of Canada, Mexico and South America. In Canada, local currency sales increases of 28.1% translated into increases of 31.8% in U.S. dollars due to the strengthening of the Canadian dollar versus the U.S. dollar.  Excluding the effects of currency fluctuation, international net sales increased 32.1% from the fourth quarter of fiscal 2011.

 

2



 

Gross profit for the fourth fiscal quarter increased by $43.8 million to $141.9 million from the prior year quarter.  Gross margin increased 3.2 percentage points to 39.6%. The increase as a percentage of net sales was primarily due to increases in gross profit margins in U.S. operations partially offset by declines in Canada. U.S. gross profit margin increased 4.8 percentage points to 39.8%. The increase as a percentage of net sales was primarily attributable to improved operational efficiencies on higher sales volumes and an improvement in manufacturing processes which resulted in a 2.4 percentage point increase in U.S. gross profit margin. Additionally, the leveraging of fixed costs due to the higher sales volumes contributed a 2.6 percentage point improvement in gross margin.  The local currency gross profit margin in Canada was 37.6% as a percentage of net sales which represents a decrease of 4.6 percentage points from fiscal 2011. This decrease was primarily driven by the impact of promotional activities to gain market share, and higher raw material costs.

 

Selling, general, and administrative expenses were $127.8 million for the fourth quarter of fiscal 2012, an increase of $28.9 million versus the comparable period a year earlier. A portion of this increased expense was driven by the 53rd week. The increased variable expense was primarily driven by higher cooperative advertising and promotional costs, and the increased fixed expense was driven primarily by higher incentive compensation and an increase in defined contribution costs and professional fees. As a percentage of net sales, this expense was 35.7% and 36.7% for the quarters ended December 2, 2012 and November 27, 2011, respectively, a decrease of 1.0 percentage points.

 

Cash flow from operations was $50.7 million for the fourth quarter of fiscal 2012, driven primarily by improvements in working capital.  As a result of our cash generation and the repatriation of a portion of our non US cash, subsequent to the end of the fiscal year, the Company redeemed an additional $35 million of its senior notes.

 

Fiscal 2012 Full Year Results

 

Net sales for the fiscal year ended December 2, 2012 increased 9.6% to $1,347.9 million from $1,230.2 million for the prior fiscal year. Gross profit was $539.5 million, or

 

3



 

40.0% of net sales, versus $478.7 million, or 38.9% of net sales, for the prior fiscal year.  For the 2012 fiscal year, net income attributable to common shareholders from continuing operations was $2.0 million and net loss from discontinued operations was $2.0 million, resulting in overall net income for the fiscal year of $0.0 million.  Adjusted EBITDA increased 18.9% to $150.1 million, or 11.1% of net sales, from $126.3 million, or 10.3% of net sales, in the prior fiscal year.  For further information on the change in Adjusted EBITDA, please see the attached Reconciliation of 2012 Adjusted EBITDA to Prior Year schedule.

 

As of December 2, 2012, the Company’s debt net of cash was $641.4 million and Net Debt to Adjusted EBITDA ratio (excluding the Convertible Payment In Kind Notes) was 2.94x.

 

“We were pleased to deliver improved year over year net sales, gross margin, net income and Adjusted EBITDA results in 2012. As we move into 2013, we expect to drive growth across our entire portfolio in both our domestic and international markets,” concluded Mr. Rogers.

 

Transaction Update

 

Sealy and Tempur-Pedic certified to substantial compliance with the Request for Additional Information (“Second Request”) issued by the Federal Trade Commission under the Hart-Scott-Rodino Act on January 22, 2013. By agreement of the parties with the FTC, the FTC has up to 45 days following substantial compliance to complete its review of the  transaction.

 

Results from Discontinued Operations

 

During the fourth quarter of 2010, the company divested the assets of its manufacturing operations in France and Italy, which represented all of the assets in its Europe segment.  In addition, the company discontinued manufacturing operations in Brazil.  The company has transitioned to a license arrangement with third parties in both of these markets.  These businesses are accounted for as discontinued operations, and accordingly, the company has reclassified its financial data for all periods presented to reflect these actions.  Unless otherwise noted, the reported financial data pertains to Sealy’s continuing operations.

 

4



 

Non-GAAP Measures

 

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. The Company presents Adjusted EBITDA, because the covenants contained in the Company’s 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.  The Company also presents Adjusted EBITDA margin, which is Adjusted EBITDA reflected as a percentage of net sales because it believes that this measure provides useful incremental information to investors regarding the Company’s 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.

 

In this release, Sealy also provides information regarding Adjusted Earnings Per Share, which is GAAP earnings per share adjusted to exclude the impact of restructuring expense, merger costs and income tax expense on repatriated foreign earnings.  Adjusted Earnings Per Share is not a recognized term under GAAP and does not purport to be an alternative to GAAP earnings per share as a measure of operating performance. The Company presents Adjusted Earnings Per Share because it believes that this measure provides useful incremental information to investors regarding the Company’s operating performance.  A reconciliation of Adjusted Earnings Per Share to the Company’s GAAP earnings per share is provided in the attached schedule.

 

5



 

Additionally, the Company provides certain information on a constant currency basis which reflects a comparison of current period results translated at the prior period currency rates.  This information is provided because the Company believes that it provides useful incremental information to investors regarding the Company’s operating performance.

 

About Sealy

 

Sealy owns one of the largest bedding brands in the world, with sales of $1.3 billion in fiscal 2012. The company manufactures and markets a broad range of mattresses and foundations under the Sealy®, Sealy Posturepedic®, Sealy Embody™, Optimum™ by Sealy Posturepedic®, Stearns & Foster®, and Bassett® 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 11,000 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, fluctuations in demand and the Company’s pending business combination with Tempur-Pedic. Please refer to the Company’s Securities and Exchange Commission filings for further information.

 

CONTACT: Mark D. Boehmer, VP & Treasurer, Sealy Corporation, +1-336-862-8705

 

SOURCE: SEALY CORPORATION

 

6



 

The condensed consolidated statements of operations and related information presented below have been adjusted for discontinued operations presentation for all periods presented.  However, the condensed consolidated balance sheets and statements of cash flows have not been adjusted for such presentation.

 

7



 

SEALY CORPORATION

CONSOLIDATED BALANCE SHEET

(In thousands)

 

 

 

December 2,

 

November 27,

 

 

 

2012

 

2011

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and equivalents

 

$

128,154

 

$

107,975

 

Accounts receivable (net of allowance for doubtful accounts, discounts and returns, 2012—$29,959; 2011—$30,104)

 

152,619

 

126,494

 

Inventories

 

72,364

 

57,002

 

Prepaid expenses

 

31,358

 

29,275

 

Deferred income taxes

 

21,579

 

21,349

 

Total current assets

 

406,074

 

342,095

 

 

 

 

 

 

 

Property, plant and equipment—at cost:

 

 

 

 

 

Land

 

6,761

 

7,351

 

Buildings and improvements

 

128,039

 

128,700

 

Machinery and equipment

 

281,345

 

261,650

 

Construction in progress

 

7,861

 

8,414

 

 

 

424,006

 

406,115

 

Less accumulated depreciation

 

(259,983

)

(239,370

)

 

 

164,023

 

166,745

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

Goodwill

 

363,229

 

361,026

 

Other intangibles—net of accumulated amortization (2012—$4,614; 2011—$3,496)

 

14,710

 

1,116

 

Deferred income taxes

 

3,945

 

1,772

 

Debt issuance costs, net, and other assets

 

53,364

 

46,440

 

 

 

435,248

 

410,354

 

Total Assets

 

$

1,005,345

 

$

919,194

 

 

 

 

 

 

 

 

 

December 2,

 

November 27,

 

 

 

2012

 

2011

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion-long term obligations

 

$

4,045

 

$

1,584

 

Accounts payable

 

100,796

 

68,774

 

Accrued expenses:

 

 

 

 

 

Customer incentives and advertising

 

34,664

 

26,038

 

Compensation

 

33,065

 

17,601

 

Interest

 

14,484

 

14,074

 

Warranty

 

9,785

 

7,522

 

Other

 

26,128

 

20,904

 

Deferred income taxes

 

3,000

 

 

Total current liabilities

 

225,967

 

156,497

 

Long term obligations, net of current portion

 

765,521

 

790,297

 

Other noncurrent liabilities

 

60,249

 

52,415

 

Deferred income taxes

 

93

 

549

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

Redeemable noncontrolling interest

 

11,035

 

 

 

 

 

 

 

 

Stockholders’ deficit:

 

 

 

 

 

Preferred stock, $0.01 par value; Authorized 50,000 shares; Issued, none

 

 

 

Common stock, $0.01 par value; Authorized 600,000 shares; Issued and outstanding: 2012—104,322; 2011—100,916

 

1,045

 

1,010

 

Additional paid-in capital

 

955,777

 

935,512

 

Treasury stock, at cost: 2012—655; 2011—0

 

(1,138

)

 

Accumulated deficit

 

(1,016,567

)

(1,016,577

)

Accumulated other comprehensive income (loss)

 

3,363

 

(509

)

 

 

(57,520

)

(80,564

)

Total Liabilities and Stockholders’ Deficit

 

$

1,005,345

 

$

919,194

 

 

8



 

SEALY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

(Unaudited)

 

 

 

Three Months Ended

 

 

 

December 2,

 

November 27,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Net sales

 

$

358,115

 

$

269,259

 

Cost of goods sold

 

216,208

 

171,135

 

Gross profit

 

141,907

 

98,124

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

127,791

 

98,927

 

Asset impairment loss

 

827

 

 

Amortization expense

 

461

 

72

 

Restructuring expenses and asset impairment

 

2,421

 

 

Royalty income, net of royalty expense

 

(5,645

)

(4,617

)

 

 

 

 

 

 

Income from operations

 

16,052

 

3,742

 

 

 

 

 

 

 

Interest expense

 

23,751

 

22,434

 

Refinancing and extinguishment of debt

 

407

 

(42

)

Other income, net

 

(195

)

(114

)

Loss before income taxes

 

(7,911

)

(18,536

)

Income tax provision

 

(2,273

)

(3,675

)

Equity in earnings of unconsolidated affiliates

 

1,892

 

836

 

Loss from continuing operations

 

(3,746

)

(14,025

)

Loss from discontinued operations

 

(148

)

(1,182

)

Net loss

 

(3,894

)

(15,207

)

Net loss attributable to noncontrolling interests

 

1,096

 

 

Net (loss) income attributable to common shareholders

 

$

(2,798

)

$

(15,207

)

 

 

 

 

 

 

Loss per common share attributable to common shareholders—Basic

 

 

 

 

 

Loss from continuing operations per common share

 

$

(0.03

)

$

(0.14

)

Loss from discontinued operations per common share

 

 

(0.01

)

Loss per common share attributable to common shareholders—Basic

 

$

(0.03

)

$

(0.15

)

 

 

 

 

 

 

Loss per common share attributable to common shareholders—Diluted

 

 

 

 

 

Loss from continuing operations per common share

 

$

(0.03

)

$

(0.14

)

Loss from discontinued operations per common share

 

 

(0.01

)

Loss per common share attributable to common shareholders—Diluted

 

$

(0.03

)

$

(0.15

)

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

Basic

 

104,194

 

100,865

 

Diluted

 

104,194

 

100,865

 

 

9



 

SEALY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

(Unaudited)

 

 

 

Twelve Months Ended

 

 

 

December 2,

 

November 27,

 

November 28,

 

 

 

2012

 

2011

 

2010

 

 

 

 

 

 

 

 

 

Net sales

 

$

1,347,870

 

$

1,230,151

 

$

1,219,471

 

Cost of goods sold

 

808,363

 

751,449

 

709,971

 

 

 

 

 

 

 

 

 

Gross profit

 

539,507

 

478,702

 

509,500

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

455,045

 

414,235

 

398,053

 

Asset impairment loss

 

827

 

 

 

Amortization expense

 

678

 

289

 

289

 

Restructuring expenses

 

2,421

 

 

 

Royalty income, net of royalty expense

 

(20,070

)

(19,413

)

(17,529

)

 

 

 

 

 

 

 

 

Income from operations

 

100,606

 

83,591

 

128,687

 

 

 

 

 

 

 

 

 

Interest expense

 

89,305

 

87,743

 

85,617

 

Refinancing and extinguishment of debt

 

3,748

 

1,222

 

3,759

 

Other income, net

 

(605

)

(451

)

(226

)

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

8,158

 

(4,923

)

39,537

 

 

 

 

 

 

 

 

 

Income tax provision

 

12,548

 

4,104

 

18,488

 

Equity in earnings of unconsolidated affiliates

 

5,175

 

3,371

 

3,611

 

Income (loss) from continuing operations

 

785

 

(5,656

)

24,660

 

Loss from discontinued operations

 

(1,962

)

(4,232

)

(38,399

)

Net loss

 

(1,177

)

(9,888

)

(13,739

)

Net loss attributable to noncontrolling interests

 

1,187

 

 

 

Net income (loss) attributable to common shareholders

 

$

10

 

$

(9,888

)

$

(13,739

)

 

 

 

 

 

 

 

 

Earnings (loss) per common share attributable to common shareholders—Basic

 

 

 

 

 

 

 

Income (loss) from continuing operations per common share

 

$

0.02

 

$

(0.06

)

$

0.26

 

Loss from discontinued operations per common share

 

(0.02

)

(0.04

)

(0.40

)

Earnings (loss) per common share attributable to common shareholders—Basic

 

$

 

$

(0.10

)

$

(0.14

)

 

 

 

 

 

 

 

 

Earnings (loss) per common share attributable to common shareholders—Diluted

 

 

 

 

 

 

 

Income (loss) from continuing operations per common share

 

$

0.02

 

$

(0.06

)

$

0.14

 

Loss from discontinued operations per common share

 

(0.02

)

(0.04

)

(0.13

)

Earnings (loss) per common share attributable to common shareholders—Diluted

 

$

 

$

(0.10

)

$

0.01

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

Basic

 

102,470

 

99,261

 

95,934

 

Diluted

 

109,151

 

99,261

 

289,857

 

 

10


 


 

SEALY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

 

 

 

Fiscal Year Ended

 

 

 

December 2,

 

November 27,

 

November 28,

 

 

 

2012

 

2011

 

2010

 

Operating activities:

 

 

 

 

 

 

 

Net loss

 

$

(1,177

)

$

(9,888

)

$

(13,739

)

Adjustments to reconcile net income to cash provided by (used in) operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

26,379

 

24,234

 

28,676

 

Deferred income taxes

 

1,646

 

1,905

 

1,121

 

Amortization of deferred gain on sale-leaseback

 

(49

)

(624

)

(646

)

Paid in kind interest on convertible notes

 

24,539

 

19,994

 

16,109

 

Amortization of discount on new senior secured notes

 

1,578

 

1,485

 

1,431

 

Amortization of debt issuance costs and other

 

3,975

 

4,673

 

4,750

 

Impairment charges

 

827

 

288

 

22,963

 

Share-based compensation

 

8,117

 

13,243

 

15,864

 

Excess tax benefits from share-based payment arrangements

 

 

 

(417

)

Loss (gain) on sale of assets

 

327

 

(215

)

260

 

Write-off of debt issuance costs related to debt extinguishments

 

1,862

 

643

 

2,709

 

Loss on repurchase of senior notes

 

1,050

 

300

 

1,050

 

Dividends received from unconsolidated affiliates

 

6,500

 

1,011

 

 

Equity in earnings of unconsolidated affiliates

 

(5,175

)

(3,371

)

 

Loss on disposition of subsidiary

 

 

206

 

2,399

 

Other, net

 

(2,850

)

(2,217

)

2,618

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

(20,332

)

10,296

 

(3,226

)

Inventories

 

(20,302

)

(666

)

(12,115

)

Other current assets

 

(4,654

)

(6,418

)

(3,628

)

Other assets

 

(1,495

)

4,271

 

(3,791

)

Accounts payable

 

29,856

 

4,774

 

(4,873

)

Accrued expenses

 

28,769

 

(24,382

)

(8,711

)

Other liabilities

 

2,717

 

(5,790

)

(338

)

Net cash provided by operating activities

 

82,108

 

33,752

 

48,466

 

Investing activities:

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

(15,914

)

(22,408

)

(16,578

)

Acquisition of Comfort Revolution, inclusive of cash acquired of $159 (1)

 

159

 

 

 

 

Proceeds from sale of property, plant and equipment

 

2,383

 

227

 

124

 

Net proceeds (outflow) from disposition of subsidiary

 

 

 

(340

)

Advances to Comfort Revolution

 

(7,833

)

 

 

Repayments of loans and capital from unconsolidated affiliate

 

 

 

3,205

 

Net cash used in investing activities

 

(21,205

)

(22,181

)

(13,589

)

Financing activities:

 

 

 

 

 

 

 

Proceeds from issuance of long-term obligations

 

5,236

 

3,387

 

4,702

 

Repayments of long-term obligations

 

(11,446

)

(4,619

)

(15,068

)

Repayment of senior secured notes, including premium of $1,050, $300 and $1,050

 

(36,050

)

(10,300

)

(36,050

)

Repurchase of common stock associated with vesting of employee share-based awards

 

(3,059

)

(3,746

)

(4,806

)

Exercise of employee stock options

 

104

 

630

 

714

 

Debt issuance costs

 

(908

)

(147

)

 

Other

 

 

(34

)

(8

)

Net cash used in financing activities

 

(46,123

)

(14,829

)

(50,516

)

Effect of exchange rate changes on cash

 

5,399

 

1,978

 

(6,533

)

Change in cash and equivalents

 

20,179

 

(1,280

)

(22,172

)

Cash and equivalents:

 

 

 

 

 

 

 

Beginning of period

 

107,975

 

109,255

 

131,427

 

End of period

 

$

128,154

 

$

107,975

 

$

109,255

 

 

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

Taxes paid (net of tax refunds of $3,157, $5 and $8,000 in fiscal 2012, 2011 and 2010, respectively)

 

$

10,487

 

$

16,198

 

$

20,069

 

Interest paid

 

$

58,803

 

$

61,875

 

$

66,071

 

 

 

 

 

 

 

 

 

Noncash investing transaction:

 

 

 

 

 

 

 

Extension of capital lease

 

$

 

$

2,181

 

$

 

Promotional displays transferred to property, plant and equipment

 

$

10,131

 

$

 

$

 

 


(1) Cash contributed to Comfort Revolution for initial investment

 

$

10,000

 

$

 

$

 

 

11



 

Reconcilation of Adjusted EBITDA to Net Income (Loss)

Non-GAAP Measure

 

 

 

Three Months Ended:

 

Twelve Months Ended:

 

 

 

December 2, 2012

 

November 27, 2011

 

December 2, 2012

 

November 27, 2011

 

 

 

(in thousands)

 

(in thousands)

 

Net loss

 

$

(3,894

)

$

(15,207

)

$

(1,177

)

$

(9,888

)

Interest expense

 

23,751

 

22,434

 

89,305

 

87,743

 

Income taxes

 

(2,273

)

(3,675

)

12,548

 

4,104

 

Depreciation and amortization

 

7,626

 

6,233

 

26,379

 

24,234

 

 

 

 

 

 

 

 

 

 

 

 

 

25,210

 

9,785

 

127,055

 

106,193

 

Adjustments for debt covenants:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Refinancing charges

 

407

 

 

3,748

 

1,222

 

Non-cash compensation

 

1,551

 

4,004

 

8,117

 

13,243

 

Merger costs

 

2,538

 

 

2,538

 

 

Comfort Revolution acquisition costs

 

895

 

 

1,158

 

 

Discontinued operations

 

148

 

891

 

1,962

 

4,232

 

Noncontrolling interest

 

1,096

 

 

1,187

 

 

Restructuring expenses

 

2,421

 

 

2,421

 

 

Other (various) (a)

 

905

 

427

 

1,948

 

1,405

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

35,171

 

$

15,107

 

$

150,134

 

$

126,295

 

 


(a)  Consists of various immaterial adjustments

 

SEALY CORPORATION

SHARE COUNT RECONCILIATION

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 2, 2012

 

November 27, 2011

 

December 2, 2012

 

November 27, 2011

 

 

 

(in thousands)

 

(in thousands)

 

Numerator:

 

 

 

 

 

 

 

 

 

Net income from continuing operations, as reported

 

$

(2,650

)

$

(14,025

)

$

1,972

 

$

(5,656

)

Net income attributable to participating securities

 

9

 

17

 

(6

)

10

 

Interest on convertible notes

 

 

(14,551

)

 

 

Net income from continuing operations available to common shareholders

 

$

(2,641

)

$

(28,559

)

$

1,966

 

$

(5,646

)

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

Denominator for basic earnings per share—weighted average shares

 

104,194

 

100,865

 

102,470

 

99,261

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

Convertible debt

 

 

 

 

 

Stock options

 

 

 

449

 

 

Restricted share units

 

 

 

5,640

 

 

Other

 

 

 

592

 

 

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

 

104,194

 

100,865

 

109,151

 

99,261

 

 

12



 

SEALY CORPORATION

INTEREST EXPENSE

 

 

 

Three Months Ended:

 

Twelve Months Ended:

 

 

 

December 2, 2012

 

November 27, 2011

 

December 2, 2012

 

November 27, 2011

 

Cash interest expense

 

$

15,111

 

$

15,445

 

$

59,213

 

$

61,591

 

Non-cash interest expense

 

8,640

 

6,988

 

30,092

 

26,152

 

 

 

$

23,751

 

$

22,433

 

$

89,305

 

$

87,743

 

 

Sealy Corporation

Non-GAAP Earnings Per Share

Three Months Ended December 2, 2012

(amounts and shares presented in thousands)

 

 

 

As reported

 

Adjustments

 

As adjusted

 

Net income from continuing operations, net (1)

 

$

(2,650

)

$

9,377

 

$

6,727

 

Net (loss) income attributable to participating securities

 

9

 

(33

)

(24

)

Interest on convertible notes (2)

 

 

7,475

 

7,475

 

Net income (loss) from continuing operations available to common shareholders

 

$

(2,641

)

$

16,819

 

$

14,178

 

 

 

 

 

 

 

 

 

Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversion (3)

 

104,194

 

227,650

 

331,844

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations per common share - Diluted

 

$

(0.03

)

 

 

$

0.04

 

 


(1)         Includes the following adjustments to net income from continuing operations:

 

Restructuring expense

 

$

2,421

 

Merger costs

 

2,538

 

Income tax expense on repatriation of foreign earnings

 

4,418

 

Total

 

$

9,377

 

 

(2)         Reflects the inclusion of convertible note interest as the impact of the adjustments in (1) above causes the Convertible Notes to become dilutive for the purposes of calculating diluted earnings per share.

 

(3)         Reflects the inclusion of outstanding share-based awards and convertible notes that are considered dilutive based on the inclusion of the adjustments in (1) above:

 

Convertible notes

 

221,156

 

Stock options

 

518

 

Restricted share units

 

5,333

 

Other

 

643

 

 

 

227,650

 

 

13