EX-99.1 2 a06-5982_1ex99d1.htm EXHIBIT 99

Exhibit 99.1

 

                                                                                      Contact:       Mark D. Boehmer

                                                                                                            VP & Treasurer

                                                                                                            (336) 861- 3603

 

FOR IMMEDIATE RELEASE

 

SEALY REPORTS CONTINUED STRONG SALES AND EARNINGS IMPROVEMENTS

Sales Growth of 11.8% for Fiscal Year 2005, Net Debt Reduction of $112 Million

 

ARCHDALE, North Carolina (February 27, 2006) — Sealy Mattress Corporation reported net sales of $364.6 million for the quarter ending November 27, 2005, an increase of 13.2% from $322.0 million for the same period a year earlier.  Gross profit was $159.5 million or 43.7% of sales as compared with $139.4 or 43.3% of sales for the same period a year earlier.  Net income was $16.6 million, compared with $12.2 million from the same period a year ago.  For the year ending November 27, 2005, Sealy reported net sales of $1,469.6 million, an increase of $155.6 million or 11.8% from $1,314.0 million in fiscal 2004. Gross profit was $651.6 million or 44.3% of sales as compared with $573.9 million or 43.7% a year earlier. Net income was $73.7 million or 5.0% of sales, as compared to a net loss of $38.3 million a year earlier. The 2004 net loss included a pretax charge of $133.1 million for recapitalization expenses. Adjusted EBITDA(1), as defined in the credit agreement governing its senior secured credit facilities, was $233.1 million for the year ending November 27, 2005 compared with $200.0 million a year earlier, an increase of 16.6%. Sealy’s debt, net of cash, at November 27, 2005 was $839.4 million, down $112.1 million from the end of the prior fiscal year end.

 


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

 

“We are pleased with our 2005 results,” said David J. McIlquham, Sealy’s Chairman and Chief Executive Officer.  “During the year, Sealy generated record sales levels as a result of continued strong consumer demand for our brands worldwide and new product introductions.  That strong demand combined with our continuing focus on improving efficiencies in our facilities and our ongoing focus on working capital improvements allowed us to reduce our debt, net of cash by $112.1 million during the year.”

 

During late August and September, 2005 the Gulf Coast hurricanes caused a significant temporary disruption to the supply of an essential raw material used to manufacture polyurethane foam, a material used in the majority of Sealy’s bedding products.  As a result, there was a temporary foam shortage that affected many North American manufacturers.  Sealy experienced some limited impact on production schedules across all of its North American mattress plants for approximately four weeks during the fourth quarter.  By re-prioritizing production and delivery schedules and locating alternative sources of foam products, Sealy successfully limited the impact of this disruption.  The company was able to resume normal production and delivery schedules by the end of October.  This disruption did not have a material impact on Sealy’s financial results for fiscal 2005.

 

Sealy also announced its annual fiscal year end conference call for Tuesday, February 28th at 2:00 pm EST.  The dial-in number is: (888) 423-3271(Domestic), (612) 288-0337(International).

 

 

Sealy is the largest bedding manufacturer in the world with sales of $1,469 million in 2005. The Company manufactures and markets a broad range of mattresses and foundations under the Sealy ®, Sealy

 

1



 

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 25 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.

 

Sealy Mattress Corporation was formed on March 31, 2004 as a wholly-owned subsidiary of Sealy Corporation and, on April 6, 2004, Sealy Corporation contributed the equity of Sealy Mattress Company to Sealy Mattress Corporation.  For purposes of this press release, all financial and other information herein relating to periods prior to April 6, 2004, is that of Sealy Corporation and its consolidated subsidiaries, as the predecessor accounting entity to Sealy Mattress Corporation.

 

 

2



 

SEALY MATTRESS CORPORATION

 

Consolidated Balance Sheets

(in thousands, except share amounts)

 

 

 

November 27,
2005

 

November 28,
2004

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

36,554

 

$

22,779

 

Accounts receivable (net of allowance for doubtful accounts, discounts and returns, 2005—$20,409; 2004—$14,776)

 

175, 414

 

172,829

 

Inventories

 

60,141

 

51,923

 

Assets held for sale

 

1,405

 

8,983

 

Prepaid expenses and other current assets

 

12,372

 

18,713

 

Deferred income taxes

 

16,555

 

23,898

 

 

 

 

 

 

 

 

 

302,441

 

299,125

 

 

 

 

 

 

 

Property, plant and equipment—at cost:

 

 

 

 

 

Land

 

11,671

 

11,887

 

Buildings and improvements

 

89,140

 

86,125

 

Machinery and equipment

 

218,898

 

203,678

 

Construction in progress

 

9,226

 

8,229

 

 

 

 

 

 

 

 

 

328,935

 

309,919

 

Less accumulated depreciation

 

160,958

 

145,740

 

 

 

 

 

 

 

 

 

167,977

 

164,179

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

Goodwill

 

384,646

 

387,508

 

Other intangibles—net of accumulated amortization (2005—$4,755; 2004—$4,658)

 

4,559

 

4,555

 

Debt issuance costs, net, and other assets

 

32,812

 

41,910

 

 

 

 

 

 

 

 

 

422,017

 

433,973

 

 

 

 

 

 

 

Total Assets

 

$

892,435

 

$

897,277

 

 

 

 

3



 

SEALY MATTRESS CORPORATION

 

Consolidated Balance Sheets

(in thousands, except share amounts)

 

 

 

November 27,
2005

 

November 28,
2004

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion-long-term obligations

 

$

12,769

 

$

8,542

 

Accounts payable

 

119,558

 

96,566

 

Accrued expenses:

 

 

 

 

 

Customer incentives and advertising

 

37,958

 

35,829

 

Compensation

 

44,138

 

37,142

 

Interest

 

18,414

 

27,366

 

Other

 

47,360

 

49,795

 

 

 

 

 

 

 

 

 

280,197

 

255,240

 

 

 

 

 

 

 

Due to parent company

 

6,231

 

3,376

 

Long-term obligations, net of current portion

 

863,209

 

965,795

 

Other noncurrent liabilities

 

43,659

 

45,774

 

Deferred income taxes

 

12,356

 

10,835

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

Stockholders’ deficit:

 

 

 

 

 

Common stock, $0.01 par value; Authorized 1,000 shares; Issued (2005 — 1,000; 2004—1,000)

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

458,620

 

458,620

 

Accumulated deficit

 

(774,475

)

(848,158

)

Accumulated other comprehensive income

 

2,638

 

5,795

 

 

 

 

 

 

 

 

 

(313,217

)

(383,743

)

 

 

 

 

 

 

Total Liabilities and Stockholders’ Deficit

 

$

892,435

 

$

897,277

 

 

 

4


 


 

SEALY MATTRESS CORPORATION

 

Consolidated Statements Of Operations

(in thousands)

 

 

 

Year Ended

 

 

 

November 27,
2005

 

November 28,
2004

 

November 30,
2003

 

Net sales—Non-affiliates

 

$

1,469,574

 

$

1,306,990

 

$

1,157,887

 

Net sales—Affiliates

 

 

7,030

 

31,973

 

 

 

 

 

 

 

 

 

Total net sales

 

1,469,574

 

1,314,020

 

1,189,860

 

 

 

 

 

 

 

 

 

Cost and expenses:

 

 

 

 

 

 

 

Cost of goods sold—Non-affiliates

 

817,978

 

736,074

 

676,414

 

Cost of goods sold—Affiliates

 

 

4,035

 

18,693

 

 

 

 

 

 

 

 

 

Total cost of goods sold

 

817,978

 

740,109

 

695,107

 

 

 

 

 

 

 

 

 

Gross Profit

 

651,596

 

573,911

 

494,753

 

Selling, general and administrative (including provisions for bad debts $3,231, $3,149, and $5,047, respectively)

 

456,187

 

430,881

 

398,400

 

Recapitalization expense

 

 

133,134

 

 

Plant/Business closing and restructuring charges

 

 

624

 

1,825

 

Amortization of intangibles

 

566

 

1,208

 

1,103

 

Royalty income, net of royalty expense

 

(13,220

)

(14,171

)

(12,472

)

 

 

 

 

 

 

 

 

Income from operations

 

208,063

 

22,235

 

105,897

 

Interest expense

 

71,563

 

69,928

 

68,525

 

Other (income) expense, net

 

5,353

 

(861

)

907

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

131,147

 

(46,832

)

36,465

 

Income tax expense (benefit)

 

57,464

 

(8,549

)

18,196

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

73,683

 

$

(38,283

)

$

18,269

 

 

 

 

See accompanying notes to consolidated financial statements.

 

 

 

5





 

SEALY MATTRESS CORPORATION

 

 Consolidated Statements Of Cash Flows

(in thousands)

 

 

 

Year Ended

 

 

 

November 27,
2005

 

November 28,
2004

 

November 30,
2003

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income (loss)

 

$

73,683

 

$

(38,283

)

$

18,269

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

21,873

 

25,367

 

24,902

 

Non-cash charges related to debt extinguishments

 

3,400

 

 

 

Impairment charges

 

 

 

1,825

 

Deferred income taxes

 

8,588

 

(16,231

)

(718

)

Non-cash interest expense:

 

 

 

 

 

 

 

Discount (premium) on Senior Subordinated Notes, net

 

 

(227

)

15

 

Junior Subordinated Note

 

 

 

4,742

 

Amortization of debt issuance costs and other

 

4,094

 

3,376

 

4,814

 

Non-cash charges associated with recapitalization:

 

 

 

 

 

 

 

Stock based compensation

 

 

24,571

 

 

Write off of deferred debt charges

 

 

14,377

 

 

Other

 

 

3,279

 

 

Other, net

 

3,217

 

2,227

 

(3,134

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

(2,585

)

(10,087

)

5,753

 

Inventories

 

(8,218

)

(2,510

)

4,020

 

Prepaid expenses and other current assets

 

5,555

 

594

 

(2,332

)

Accounts payable

 

22,992

 

11,088

 

16,388

 

Accrued expenses

 

1,112

 

19,754

 

7,761

 

Other liabilities

 

(2,664

)

6,207

 

4,757

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

131,047

 

43,502

 

87,062

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

(29,354

)

(22,773

)

(13,291

)

Cash received from affiliate notes and investments

 

 

13,573

 

13,611

 

Proceeds from sale of property, plant and equipment

 

9,979

 

1,768

 

257

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) investing activities

 

(19,375

)

(7,432

)

577

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Cash flows associated with financing of the recapitalization :

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

436,050

 

 

Treasury stock repurchase

 

 

(748,146

)

 

Proceeds from issuance of new long-term obligations

 

 

1,050,000

 

 

Repayment of existing long-term debt

 

 

(737,128

)

 

Debt issuance costs

 

 

(36,403

)

 

Repayments of long-term obligations

 

(120,642

)

(90,000

)

 

Issuance of public notes

 

 

 

51,500

 

Repayments of long-term obligations

 

 

 

(62,237

)

Net borrowings on revolving credit facilities

 

13,171

 

5,000

 

 

Other borrowings

 

7,624

 

1,953

 

1,098

 

Equity issuances

 

 

63

 

103

 

Other

 

2,249

 

2,552

 

(5,119

)

 

 

 

 

 

 

 

 

Net cash used in financing activities

 

(97,598

)

(116,059

)

(14,655

)

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

(299

)

1,668

 

673

 

 

 

 

 

 

 

 

 

Change in cash and cash equivalents

 

13,775

 

(78,321

)

73,657

 

Cash and cash equivalents:

 

 

 

 

 

 

 

Beginning of period

 

22,779

 

101,100

 

27,443

 

 

 

 

 

 

 

 

 

End of period

 

$

36,554

 

$

22,779

 

$

101,100

 

 

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

Taxes paid (net of tax refunds $168, $2,292 and $512 in fiscal 2005, 2004 and 2003, respectively)

 

$

40,683

 

$

6,440

 

$

22,382

 

Interest paid

 

$

76,421

 

$

62,635

 

$

50,211

 

 

6





 

Our new 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 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.

 

Certain covenants contained in the senior secured credit facilities and senior subordinated notes are based on what we refer to herein as “Adjusted EBITDA.” In those agreements, 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. For instance, the indenture governing the senior subordinated notes and the agreement governing our senior secured credit facilities each contain financial covenant ratios, specifically leverage and interest coverage ratios, that are calculated by reference to Adjusted EBITDA. Non-compliance with the financial ratio maintenance covenants contained in our senior secured credit facilities could result in the requirement to immediately repay all amounts outstanding under such facilities, while non-compliance with the debt incurrence ratios contained in the indenture governing the senior subordinated notes would prohibit us and our subsidiaries from being able to incur additional indebtedness other than pursuant to specified exceptions. In addition, under the restricted payment covenants contained in the indenture governing the senior subordinated notes, our ability to pay dividends is restricted by formula based on the amount of Adjusted EBITDA. 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 discussed above.

 

 

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. See Part II, Item 6 herein for a reconciliation of EBITDA to our cash flows from operations.

 

 

 

 

  The following table sets forth a reconciliation of net income to EBITDA and EBITDA to Adjusted EBITDA:

 

 

 

Fiscal Year Ended

 

 

 

November 27,
2005

 

November 28,
2004

 

Net Income (loss)

 

$

73.7

 

$

(38.3

)

Interest cost

 

71.6

 

69.9

 

Income taxes

 

57.4

 

(8.5

)

Depreciation and amortization

 

21.9

 

25.4

 

 

 

 

 

 

 

EBITDA

 

224.6

 

48.5

 

Recapitalization expenses

 

 

133.1

 

Management fees to KKR

 

2.1

 

1.4

 

Unusual and nonrecurring losses:

 

 

 

 

 

Post-closing residual plant costs

 

0.4

 

5.7

 

Bank refinancing charge

 

6.3

 

 

Bonus to option holders related to parent company financing transaction

 

 

4.0

 

Other (various)

 

(0.3

)

7.3

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

233.1

 

$

200.0

 

 

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The following table presents a reconciliation of EBITDA to cash flows from operations:

 

 

 

 

Fiscal Year Ended

 

 

 

November 27, 2005

 

November 28, 2004

 

 

 

 

 

 

 

EBITDA

 

$

224.6

 

$

48.5

 

Adjustments to EBITDA to arrive at cash flow from operations:

 

 

 

 

 

Cumulative effect of change in accounting principle

 

 

 

Interest expense

 

(71.6

)

(69.9

)

Income taxes

 

(57.5

)

8.5

 

Non-cash charges against (credits to) net income:

 

 

 

 

 

Equity in losses (income) of investees

 

 

 

Business closure and impairment charges

 

 

 

Deferred income taxes

 

8.6

 

(16.2

)

Non-cash interest expense

 

4.1

 

3.1

 

Non-cash charges related to debt extinguishments

 

3.4

 

 

Non-cash charges associated with the recapitalization

 

 

42.2

 

Other, net

 

3.2

 

2.2

 

Changes in operating assets & liabilities

 

16.2

 

25.1

 

 

 

 

 

 

 

Cash flow from operations

 

$

131.0

 

$

43.5

 

 

8