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., Jan. 23, 2013 /PRNewswire/ -- 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 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.
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 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.
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.
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.
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 |
|||
| 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—655,046; 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 |
|
| 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 |
|||
| 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 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 |
|||||
| 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 |
(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 |
$ - |
$ - |
||||||
| Reconciliation of Adjusted EBITDA to Net Income (Loss) |
|||||||||||
| 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 |
||||
| 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 (loss) 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 |
|||||||
SOURCE Sealy Corporation
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