Attached files
| file | filename |
|---|---|
| 8-K - 8-K - SEALY CORP | a12-22220_18k.htm |
Exhibit 99.1
SEALY CORPORATION
Press Release — 3Q Fiscal 2012 Results
September 27, 2012
News Release
Sealy Corporation Reports Fiscal Third Quarter 2012 Results
—3rd Quarter Results from Continuing Operations—
— Net Sales Growth of 9.4% to $365 Million—
—Due to Recent Transaction Announcement with Tempur-Pedic International, Inc., Third Quarter Earnings Conference Call This Evening Cancelled—
TRINITY, N.C., September 27, 2012 — Sealy Corporation (NYSE: ZZ), a leading global bedding manufacturer, today announced results for its third quarter of fiscal 2012. While the Company had originally planned to host a conference call to discuss the recent third quarter results this afternoon at 5pm EST, due to the recent transaction announcement with Tempur-Pedic International, Inc., this call has been cancelled.
Fiscal 2012 3rd Quarter Recap for Continuing Operations
· Net sales increased by $31.4 million to $365.4 million, a 9.4% increase compared to the third quarter of fiscal 2011.
· Gross profit increased by $11.2 million to $148.2 million compared to the third quarter of fiscal 2011. Gross margin decreased 0.4 percentage points to 40.6%.
· Incremental investment in national advertising of $6.6 million over the third quarter of fiscal 2011 to support the Optimum by Sealy Posturepedic Line of specialty bedding.
· Income from operations of $32.6 million, a decrease of $5.2 million compared to the third quarter of fiscal 2011.
· Net income from continuing operations was $0.1 million, compared to net income from continuing operations of $7.5 million in the third quarter of fiscal 2011
· Adjusted EBITDA of $42.6 million, a decrease of $5.8 million compared to the third quarter of fiscal 2011.
“Our investments in new products and national advertising delivered strong U.S. sales growth,” stated Larry Rogers, Sealy’s President and Chief Executive Officer. “Our Adjusted EBITDA and Gross Margin results were in line with our expectations, as we executed on our enhanced advertising campaign surrounding our successful Sealy Posturepedic Optimum specialty bedding launch.”
Fiscal 2012 Third Quarter Results
Total U.S. net sales increased 11.2% to $286.2 million from the third quarter of fiscal 2011. Excluding third party sales from the component plants, wholesale average unit selling prices increased 7.6%, while wholesale unit volume increased 2.7%. The increase in our average unit selling price was driven primarily by increases in all major innerspring lines, improved product mix related to the newly introduced Next Generation Stearns & Foster product line, and our Optimum by Sealy Posturepedic line. The increase in unit volume is attributable to increased sales volume for our Optimum by Sealy Posturepedic, Stearns & Foster and Sealy branded product lines partially offset by lower sales volumes for our Posturepedic innerspring beds.
International net sales increased $2.5 million, or 3.2%, from the third quarter of fiscal 2011 to $79.2 million. This increase was primarily due to increased sales in Mexico and Argentina partially offset by lower sales in Canada. In Canada, local currency sales increases of 1.2% translated into decreases of 3.2% in U.S. dollars due to a weaker Canadian dollar. Local currency sales performance in Canada was driven by a 3.8% increase in average unit selling price, offset by a 2.5% decrease in unit volume.
Gross profit increased by $11.2 million to $148.2 million from the prior year quarter. Gross margin decreased 0.4 percentage points to 40.6%. The decrease in percentage of net sales was primarily due to decreases in gross profit
margin in our International operations. The gross profit margin in Canada was 40.3% as a percentage of net sales, which represents a decrease of 2.3 percentage points. This decrease was primarily driven by the impact of higher raw material costs. U.S. gross profit margin decreased 0.3 percentage points to 40.5% of net sales.
Selling, general, and administrative expenses were $120.6 million for the third quarter of fiscal 2012, an increase of $16.5 million versus the comparable period a year earlier. As a percentage of net sales, this expense was 33.0% and 31.2% for the quarters ended August 26, 2012 and August 28, 2011, respectively. During the third quarter of fiscal 2012, the Company increased its level of spending for national advertising promoting its new Optimum by Sealy Posturepedic line of specialty products in connection with the Independence and Labor Day holidays in the U.S. Operational fixed expenses have experienced increases due to higher compensation costs coupled with higher product development expenses. Additionally, incentive compensation and defined contribution expenses have increased based on our higher projected achievement of incentive targets relative to the prior year. A decrease in non cash compensation and promotional costs partially offset these increases.
Income from operations for the third quarter of fiscal 2012 decreased 13.8% or $5.2 million to $32.6 million. This year’s results included $6.6 million of higher national advertising costs, which primarily related to the rollout of our Optimum by Sealy Posturepedic line as well as higher compensation related expense.
Net income from continuing operations for the third quarter was $0.1 million.
Fiscal 2012 Nine Month Results
Net sales for the nine months ended August 26, 2012 increased 3.0% to $989.8 million from $960.9 million for the comparable period a year earlier. Gross profit was $397.6 million, or 40.2% of net sales, versus $380.6 million, or 39.6% of net sales, for the comparable period a year earlier. Net income from continuing operations was $4.5 million, versus net income from continuing operations of $8.4 million in the prior year period. Adjusted EBITDA increased 3.4% to $115.0
million, or 11.6% of net sales, from $111.2 million, or 11.6% of net sales, compared to the same period in the prior year.
As of August 26, 2012, the Company’s debt net of cash was $671.7 million and Net Debt to Adjusted EBITDA ratio (excluding the Convertible Payment In Kind Notes) was 3.78x, compared to 4.02x at November 27, 2011.
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.
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 EBTIDA 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.
About Sealy
Sealy owns one of the largest bedding brands in the world, with sales of $1.2 billion in fiscal 2011. 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,” and “continue,” as well as similar comments, are forward-looking in nature. Factors that could cause actual results to differ materially from the Company’s expectations include: the consummation of the Company’s transaction with Tempur-Pedic International, Inc., 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.
CONTACT: Mark D. Boehmer, VP & Treasurer, Sealy Corporation, +1-336-862-8705
SOURCE: SEALY CORPORATION
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.
SEALY CORPORATION
Press Release – 3Q Fiscal 2012 Results
September 27, 2012
SEALY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
(Unaudited)
|
|
|
August 26, |
|
November 27, |
|
August 28, |
| |||
|
|
|
2012 |
|
2011 |
|
2011 |
| |||
|
|
|
|
|
|
|
|
| |||
|
ASSETS |
|
|
|
|
|
|
| |||
|
Current assets: |
|
|
|
|
|
|
| |||
|
Cash and equivalents |
|
$ |
88,833 |
|
$ |
107,975 |
|
$ |
85,934 |
|
|
Accounts receivable (net of allowance for doubtful accounts, discounts and returns, 2012—$31,390; 2011—$30,104) |
|
177,954 |
|
126,494 |
|
171,495 |
| |||
|
Inventories |
|
70,819 |
|
57,002 |
|
58,491 |
| |||
|
Other current assets |
|
21,345 |
|
29,275 |
|
25,385 |
| |||
|
Deferred income tax assets |
|
21,770 |
|
21,349 |
|
21,823 |
| |||
|
Total current assets |
|
380,721 |
|
342,095 |
|
363,128 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Property, plant and equipment |
|
418,124 |
|
406,115 |
|
404,645 |
| |||
|
Less accumulated depreciation |
|
(253,445 |
) |
(239,370 |
) |
(235,162 |
) | |||
|
|
|
164,679 |
|
166,745 |
|
169,483 |
| |||
|
Goodwill |
|
363,305 |
|
361,026 |
|
363,340 |
| |||
|
Intangible assets, net |
|
16,001 |
|
1,116 |
|
1,190 |
| |||
|
Deferred income tax assets |
|
1,377 |
|
1,772 |
|
2,360 |
| |||
|
Other assets, including debt issuance costs, net |
|
45,426 |
|
46,440 |
|
48,351 |
| |||
|
|
|
426,109 |
|
410,354 |
|
415,241 |
| |||
|
Total assets |
|
$ |
971,509 |
|
$ |
919,194 |
|
$ |
947,852 |
|
|
|
|
|
|
|
|
|
| |||
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
| |||
|
Current liabilities: |
|
|
|
|
|
|
| |||
|
Current portion - long-term obligations |
|
$ |
2,324 |
|
$ |
1,584 |
|
$ |
1,249 |
|
|
Accounts payable |
|
96,184 |
|
68,774 |
|
75,466 |
| |||
|
Accrued incentives and advertising |
|
29,267 |
|
26,038 |
|
27,376 |
| |||
|
Accrued compensation |
|
26,224 |
|
17,601 |
|
15,998 |
| |||
|
Accrued interest |
|
15,369 |
|
14,074 |
|
16,873 |
| |||
|
Other accrued liabilities |
|
32,516 |
|
28,426 |
|
31,414 |
| |||
|
Total current liabilities |
|
201,884 |
|
156,497 |
|
168,376 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Long-term obligations, net of current portion |
|
758,204 |
|
790,297 |
|
784,905 |
| |||
|
Other liabilities |
|
51,927 |
|
52,415 |
|
50,851 |
| |||
|
Deferred income tax liabilities |
|
326 |
|
549 |
|
823 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Redeemable noncontrolling interest |
|
12,131 |
|
— |
|
— |
| |||
|
|
|
|
|
|
|
|
| |||
|
Stockholders’ deficit: |
|
|
|
|
|
|
| |||
|
Common stock, $0.01 par value; Authorized 600,000 shares Issued and outstanding: 2012—104,066; 2011—100,916 |
|
1,043 |
|
1,010 |
|
1,009 |
| |||
|
Additional paid-in capital |
|
953,598 |
|
935,512 |
|
932,555 |
| |||
|
Treasury stock, at cost: 2012—102; 2011—0 |
|
(180 |
) |
— |
|
— |
| |||
|
Accumulated deficit |
|
(1,013,769 |
) |
(1,016,577 |
) |
(1,001,370 |
) | |||
|
Accumulated other comprehensive income (loss), net |
|
6,345 |
|
(509 |
) |
10,703 |
| |||
|
Total stockholders’ deficit |
|
(52,963 |
) |
(80,564 |
) |
(57,103 |
) | |||
|
Total liabilities and stockholders’ deficit |
|
$ |
971,509 |
|
$ |
919,194 |
|
$ |
947,852 |
|
SEALY CORPORATION
Press Release – 3Q Fiscal 2012 Results
September 27, 2012
SEALY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
|
|
|
Three Months Ended |
| ||||
|
|
|
August 26, |
|
August 28, |
| ||
|
|
|
2012 |
|
2011 |
| ||
|
|
|
|
|
|
| ||
|
Net sales |
|
$ |
365,434 |
|
$ |
334,067 |
|
|
Cost of goods sold |
|
217,229 |
|
197,067 |
| ||
|
Gross profit |
|
148,205 |
|
137,000 |
| ||
|
|
|
|
|
|
| ||
|
Selling, general and administrative expenses |
|
120,632 |
|
104,127 |
| ||
|
Amortization expense |
|
73 |
|
73 |
| ||
|
Royalty income, net of royalty expense |
|
(5,105 |
) |
(5,021 |
) | ||
|
|
|
|
|
|
| ||
|
Income from operations |
|
32,605 |
|
37,821 |
| ||
|
|
|
|
|
|
| ||
|
Interest expense |
|
20,929 |
|
21,935 |
| ||
|
Refinancing and extinguishment of debt |
|
416 |
|
28 |
| ||
|
Other income, net |
|
(131 |
) |
(130 |
) | ||
|
Income before income taxes |
|
11,391 |
|
15,988 |
| ||
|
Income tax provision |
|
12,156 |
|
9,556 |
| ||
|
Equity in earnings of unconsolidated affiliates |
|
875 |
|
1,057 |
| ||
|
Income from continuing operations |
|
110 |
|
7,489 |
| ||
|
Loss from discontinued operations |
|
(307 |
) |
(891 |
) | ||
|
Net (loss) income |
|
(197 |
) |
6,598 |
| ||
|
Net loss attributable to noncontrolling interests |
|
91 |
|
— |
| ||
|
Net (loss) income attributable to common shareholders |
|
$ |
(106 |
) |
$ |
6,598 |
|
|
|
|
|
|
|
| ||
|
Earnings (loss) per common share attributable to common shareholders—Basic |
|
|
|
|
| ||
|
Income from continuing operations per common share |
|
$ |
— |
|
$ |
0.07 |
|
|
Loss from discontinued operations per common share |
|
— |
|
— |
| ||
|
Earnings (loss) per common share attributable to common shareholders—Basic |
|
$ |
— |
|
$ |
0.07 |
|
|
|
|
|
|
|
| ||
|
Earnings (loss) per common share attributable to common shareholders—Diluted |
|
|
|
|
| ||
|
Income from continuing operations per common share |
|
$ |
— |
|
$ |
0.04 |
|
|
Loss from discontinued operations per common share |
|
— |
|
— |
| ||
|
Earnings (loss) per common share attributable to common shareholders—Diluted |
|
$ |
— |
|
$ |
0.04 |
|
|
|
|
|
|
|
| ||
|
Weighted average number of common shares outstanding: |
|
|
|
|
| ||
|
Basic |
|
103,534 |
|
100,334 |
| ||
|
Diluted |
|
109,800 |
|
308,566 |
| ||
SEALY CORPORATION
Press Release — 3Q Fiscal 2012 Results
September 27, 2012
SEALY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
|
|
|
Nine Months Ended |
| ||||
|
|
|
August 26, |
|
August 28, |
| ||
|
|
|
2012 |
|
2011 |
| ||
|
|
|
|
|
|
| ||
|
Net sales |
|
$ |
989,755 |
|
$ |
960,892 |
|
|
Cost of goods sold |
|
592,155 |
|
580,314 |
| ||
|
Gross profit |
|
397,600 |
|
380,578 |
| ||
|
|
|
|
|
|
| ||
|
Selling, general and administrative expenses |
|
327,254 |
|
315,308 |
| ||
|
Amortization expense |
|
217 |
|
217 |
| ||
|
Royalty income, net of royalty expense |
|
(14,425 |
) |
(14,796 |
) | ||
|
Income from operations |
|
84,554 |
|
79,849 |
| ||
|
Interest expense |
|
65,554 |
|
65,309 |
| ||
|
Refinancing and extinguishment of debt |
|
3,341 |
|
1,264 |
| ||
|
Other income, net |
|
(410 |
) |
(337 |
) | ||
|
Income before income taxes |
|
16,069 |
|
13,613 |
| ||
|
Income tax provision |
|
14,821 |
|
7,779 |
| ||
|
Equity in earnings of unconsolidated affiliates |
|
3,283 |
|
2,535 |
| ||
|
Income from continuing operations |
|
4,531 |
|
8,369 |
| ||
|
Loss from discontinued operations |
|
(1,814 |
) |
(3,050 |
) | ||
|
Net income |
|
2,717 |
|
5,319 |
| ||
|
Net loss attributable to noncontrolling interests |
|
91 |
|
— |
| ||
|
Net income attributable to common shareholders |
|
$ |
2,808 |
|
$ |
5,319 |
|
|
|
|
|
|
|
| ||
|
Earnings per common share attributable to common shareholders—Basic |
|
|
|
|
| ||
|
Income from continuing operations per common share |
|
$ |
0.05 |
|
$ |
0.08 |
|
|
Loss from discontinued operations per common share |
|
(0.02 |
) |
(0.03 |
) | ||
|
Earnings per common share attributable to common shareholders—Basic |
|
$ |
0.03 |
|
$ |
0.05 |
|
|
|
|
|
|
|
| ||
|
Earnings per common share attributable to common shareholders—Diluted |
|
|
|
|
| ||
|
Income from continuing operations per common share |
|
$ |
0.04 |
|
$ |
0.08 |
|
|
Loss from discontinued operations per common share |
|
(0.02 |
) |
(0.01 |
) | ||
|
Earnings per common share attributable to common shareholders—Diluted |
|
$ |
0.02 |
|
$ |
0.07 |
|
|
|
|
|
|
|
| ||
|
Weighted average number of common shares outstanding: |
|
|
|
|
| ||
|
Basic |
|
101,849 |
|
98,725 |
| ||
|
Diluted |
|
109,329 |
|
304,659 |
| ||
SEALY CORPORATION
Press Release — 3Q Fiscal 2012 Results
September 27, 2012
SEALY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
|
|
|
Nine Months Ended |
| ||||
|
|
|
August 26, |
|
August 28, |
| ||
|
|
|
2012 |
|
2011 |
| ||
|
Operating activities: |
|
|
|
|
| ||
|
Net income |
|
$ |
2,717 |
|
$ |
5,319 |
|
|
Adjustments to reconcile net income to cash provided by (used in) operating activities: |
|
|
|
|
| ||
|
Depreciation and amortization |
|
18,753 |
|
18,001 |
| ||
|
Deferred income taxes |
|
348 |
|
946 |
| ||
|
Amortization of deferred gain on sale-leaseback |
|
(260 |
) |
(515 |
) | ||
|
Paid in kind interest on convertible notes |
|
17,064 |
|
14,551 |
| ||
|
Amortization of discount on new senior secured notes |
|
1,250 |
|
1,101 |
| ||
|
Amortization of debt issuance costs and other |
|
3,139 |
|
3,511 |
| ||
|
Impairment charges |
|
— |
|
288 |
| ||
|
Share-based compensation |
|
6,566 |
|
9,239 |
| ||
|
Loss (gain) on sale of assets |
|
197 |
|
(30 |
) | ||
|
Write-off of debt issuance costs related to debt extinguishments |
|
1,862 |
|
643 |
| ||
|
Loss on repurchase of senior notes |
|
1,050 |
|
300 |
| ||
|
Dividends received from unconsolidated affiliates |
|
2,500 |
|
1,011 |
| ||
|
Equity in earnings of unconsolidated affiliates |
|
(3,283 |
) |
(2,535 |
) | ||
|
Loss on disposition of subsidiary |
|
— |
|
206 |
| ||
|
Other, net |
|
(2,252 |
) |
(532 |
) | ||
|
Changes in operating assets and liabilities: |
|
|
|
|
| ||
|
Accounts receivable |
|
(45,686 |
) |
(29,787 |
) | ||
|
Inventories |
|
(20,201 |
) |
(1,224 |
) | ||
|
Other current assets |
|
6,554 |
|
(2,750 |
) | ||
|
Other assets |
|
482 |
|
2,361 |
| ||
|
Accounts payable |
|
25,321 |
|
9,255 |
| ||
|
Accrued expenses |
|
15,101 |
|
(20,338 |
) | ||
|
Other liabilities |
|
180 |
|
(2,159 |
) | ||
|
Net cash provided by operating activities |
|
31,402 |
|
6,862 |
| ||
|
Investing activities: |
|
|
|
|
| ||
|
Purchase of property, plant and equipment |
|
(10,011 |
) |
(17,692 |
) | ||
|
Acquisition of Comfort Revolution, inclusive of cash acquired of $159 |
|
159 |
|
— |
| ||
|
Proceeds from sale of property, plant and equipment |
|
2,544 |
|
24 |
| ||
|
Net cash used in investing activities |
|
(7,308 |
) |
(17,668 |
) | ||
|
Financing activities: |
|
|
|
|
| ||
|
Proceeds from issuance of long-term obligations |
|
1,269 |
|
2,568 |
| ||
|
Repayments of long-term obligations |
|
(9,009 |
) |
(3,882 |
) | ||
|
Repayment of senior secured notes, including premium of $1,050 |
|
(36,050 |
) |
(10,300 |
) | ||
|
Repurchase of common stock associated with vesting of employee share-based awards |
|
(2,905 |
) |
(3,674 |
) | ||
|
Exercise of employee stock options |
|
62 |
|
621 |
| ||
|
Debt issuance costs |
|
(1,120 |
) |
(147 |
) | ||
|
Other |
|
— |
|
(34 |
) | ||
|
Net cash used in financing activities |
|
(47,753 |
) |
(14,848 |
) | ||
|
Effect of exchange rate changes on cash |
|
4,517 |
|
2,333 |
| ||
|
Change in cash and equivalents |
|
(19,142 |
) |
(23,321 |
) | ||
|
Cash and equivalents: |
|
|
|
|
| ||
|
Beginning of period |
|
107,975 |
|
109,255 |
| ||
|
End of period |
|
$ |
88,833 |
|
$ |
85,934 |
|
|
|
|
|
|
|
| ||
|
Noncash investing transaction: |
|
|
|
|
| ||
|
Investment in Comfort Revolution |
|
$ |
10,000 |
|
$ |
— |
|
|
Inventory items transferred to property, plant and equipment |
|
$ |
8,454 |
|
$ |
— |
|
SEALY CORPORATION
Press Release – 3Q Fiscal 2012 Results
September 27, 2012
RECONCILIATION OF EBITDA TO NET INCOME
NON GAAP MEASURE
|
|
|
Three Months Ended: |
|
Nine Months Ended: |
| ||||||||
|
|
|
August 26, 2012 |
|
August 28, 2011 |
|
August 26, 2012 |
|
August 28, 2011 |
| ||||
|
|
|
(in thousands) |
|
(in thousands) |
| ||||||||
|
Net (loss) income |
|
$ |
(197 |
) |
$ |
6,598 |
|
$ |
2,717 |
|
$ |
5,319 |
|
|
Interest expense |
|
20,929 |
|
21,935 |
|
65,554 |
|
65,309 |
| ||||
|
Income taxes |
|
12,156 |
|
9,556 |
|
14,821 |
|
7,779 |
| ||||
|
Depreciation and amortization |
|
6,554 |
|
5,739 |
|
18,753 |
|
18,001 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
39,442 |
|
43,828 |
|
101,845 |
|
96,408 |
| ||||
|
Adjustments for debt covenants: |
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Refinancing charges |
|
416 |
|
28 |
|
3,341 |
|
1,264 |
| ||||
|
Non-cash compensation |
|
1,799 |
|
3,466 |
|
6,566 |
|
9,239 |
| ||||
|
KKR consulting fees |
|
130 |
|
323 |
|
284 |
|
981 |
| ||||
|
Discontinued operations |
|
307 |
|
891 |
|
1,814 |
|
3,050 |
| ||||
|
Other (various) (a) |
|
487 |
|
(149 |
) |
1,113 |
|
246 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Adjusted EBITDA |
|
$ |
42,581 |
|
$ |
48,387 |
|
$ |
114,963 |
|
$ |
111,188 |
|
(a) Consists of various immaterial adjustments
SEALY CORPORATION
SHARE COUNT RECONCILIATION
|
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
|
August 26, 2012 |
|
August 28, 2011 |
|
August 26, 2012 |
|
August 28, 2011 |
| ||||
|
|
|
(in thousands) |
|
(in thousands) |
| ||||||||
|
Numerator: |
|
|
|
|
|
|
|
|
| ||||
|
Net income from continuing operations, as reported |
|
$ |
201 |
|
$ |
7,489 |
|
$ |
4,622 |
|
$ |
8,369 |
|
|
Net income attributable to participating securities |
|
(1 |
) |
(4 |
) |
(12 |
) |
(7 |
) | ||||
|
Interest on convertible notes |
|
— |
|
5,239 |
|
— |
|
14,551 |
| ||||
|
Net income from continuing operations available to common shareholders |
|
$ |
200 |
|
$ |
12,724 |
|
$ |
4,610 |
|
$ |
22,913 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Denominator: |
|
|
|
|
|
|
|
|
| ||||
|
Denominator for basic earnings per share—weighted average shares |
|
103,534 |
|
100,334 |
|
101,849 |
|
98,725 |
| ||||
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
| ||||
|
Convertible debt |
|
— |
|
200,455 |
|
— |
|
196,576 |
| ||||
|
Stock options |
|
679 |
|
747 |
|
693 |
|
811 |
| ||||
|
Restricted share units |
|
4,977 |
|
6,561 |
|
6,213 |
|
8,117 |
| ||||
|
Other |
|
610 |
|
469 |
|
574 |
|
430 |
| ||||
|
Denominator for diluted earnings per share—adjusted weighted average shares and assumed conversions |
|
109,800 |
|
308,566 |
|
109,329 |
|
304,659 |
| ||||
SEALY CORPORATION
INTEREST EXPENSE
|
|
|
Three Months Ended: |
|
Nine Months Ended: |
| ||||||||
|
|
|
August 26, 2012 |
|
August 28, 2011 |
|
August 26, 2012 |
|
August 28, 2011 |
| ||||
|
Cash interest expense |
|
$ |
14,061 |
|
$ |
15,161 |
|
$ |
44,102 |
|
$ |
46,145 |
|
|
Non-cash interest expense |
|
6,868 |
|
6,774 |
|
21,452 |
|
19,164 |
| ||||
|
|
|
$ |
20,929 |
|
$ |
21,935 |
|
$ |
65,554 |
|
$ |
65,309 |
|