Sealy Corporation Reports Third Quarter Fiscal 2009 Results / -Income from Operations Grows 21.6%- -Adjusted EBITDA Grows 14.7%- -Operating & Adjusted EBITDA Margin Expansion-

TRINITY, N.C., Sept. 29 /PRNewswire-FirstCall/ -- Sealy Corporation , the bedding industry''s largest global manufacturer, today announced results for its third quarter of fiscal 2009.

Income from operations for the third fiscal quarter increased $7.0 million to $39.2 million compared to the same period in the prior year. As a percent of sales, income from operations increased 325 basis points to 11.2% from the same prior year period.

Adjusted EBITDA for the third fiscal quarter increased to $53.7 million from $46.8 million, while Adjusted EBITDA margin increased 380 basis points to 15.4% compared to the same prior year period.

Net sales for the third fiscal quarter were $349.6 million compared to $405.0 million in the same prior year period.

Gross Profit for the third fiscal quarter was $146.1 million compared to $164.1 in the same prior year period, while Gross Margin increased 126 basis points over the same time period, to 41.8%.

Net income for the third fiscal quarter was $12.1 million versus net income of $10.9 million for the comparable prior year period. Third quarter 2009 earnings per diluted share, based on a 279.2 million diluted share count, was $0.05, compared to earnings per diluted share, based on a 93.5 million diluted share count, of $0.12 in the prior year. A reconciliation for the increase in shares outstanding can be found in the attached schedules.

"We were pleased with the results from the continued execution of our 2009 strategic initiatives to grow profitable market share; successfully roll out the new Stearns & Foster line; build stronger partnerships with our retailers and suppliers; improve our gross margins; permanently reduce our operating cost structure; and maximize our financial flexibility. These actions have all contributed to the year-over-year and sequentially improving results that we are reporting today," stated Larry Rogers, Sealy''s President and Chief Executive Officer.

"While the global macro economic and retail environments remain challenging, we believe our focus on the aspects of our business that we can control is paying off. One prominent example of this is the success that we are seeing in the luxury bedding market with our new Stearns & Foster line. Efforts like this are enabling us to begin to realize improvements in our operations and positioning us to benefit more when the economy improves," added Mr. Rogers.

Total U.S. net sales were $256.8 million, a decrease of 13.3% from the third quarter of fiscal 2008. Wholesale domestic net sales, which exclude third party sales from Sealy''s component plants, were $251.8 million, compared to $289.0 million in the third quarter of 2008. A weak retail environment negatively impacted domestic revenue performance. In the U.S., Wholesale Average Unit Selling Price (AUSP) increased 0.1% while unit volume declined 12.9% on a year-over-year basis.

International net sales decreased $16.0 million, or 14.7%, from the third quarter of 2008 to $92.8 million. Excluding the effects of currency fluctuation, International net sales declined 4.3% from the third quarter of 2008. This decline was primarily due to declines in finished goods sales in Europe and, to a lesser extent, the weak retail environment in our Latin American businesses.

Consolidated gross profit was $146.1 million compared to $164.1 million in the third quarter of fiscal 2008. Gross profit margin was 41.8%, an increase of 126 basis points compared to the prior year third quarter. U.S. gross profit margin increased 109 basis points to 43.9%. The increase in gross profit margin was driven primarily by lower material costs as the related commodity prices remained below prior year levels through the third quarter and continued improvements in manufacturing efficiencies, which were partially offset by less absorption of fixed costs as a result of lower volume.

Selling, general, and administrative (SG&A) expenses were $110.3 million for the third quarter of fiscal 2009, an improvement of $22.6 million, versus the comparable period a year earlier. The reduction in SG&A expenses is primarily due to actions taken by management to reduce the Company''s cost structure. Volume driven variable expenses declined $14.9 million. Fixed operating costs, exclusive of compensation expense, decreased $17.0 million primarily due to a $10.1 million reduction in national advertising expenses as well as reductions in other operating expenditures. Compensation expense increased by $9.3 million primarily due to increases for incentive-based payments, defined contribution plan payments, and non-cash compensation expense related to new equity grants.

Total Adjusted EBITDA was $53.7 million for the third quarter of fiscal 2009, or 15.4% of net sales, which represents an increase of 380 basis points on a year-over-year basis.

For the nine months ended August 30, 2009, Net Sales decreased 18.3% to $958.0 million from $1,172.3 million for the comparable prior year period. Gross profit was $386.5 million, or 40.3% of net sales, versus $465.7 million, or 39.7% of net sales, for the comparable prior year period a year earlier. Income from operations was $92.2 million or 9.6% of net sales compared to $108.0 million or 9.2% of net sales for the comparable prior year period. Net income was $11.6 million versus $39.1 million and net income per diluted share was $0.09 compared to $0.42 for the comparable prior year period. Results for the period included charges of $16.2 million net of tax or $0.11 per diluted share, related to the Company''s refinancing of its senior credit facility on May 29, 2009 and rights for convertible notes. Total Adjusted EBITDA was $130.8 million, or 13.7% of net sales, versus $147.8 million, or 12.6% of net sales, compared for the nine months ended August 31, 2008.

As of August 30, 2009, the Company''s debt net of cash was $749.6 million, a decrease of $7.2 million compared to $756.8 million as of November 30, 2008 and a decrease of $11.3 million compared to the Company''s debt net of cash of $760.9 million as of May 31, 2009. The Net Debt to EBITDA ratio excluding the convertible notes was 3.76x as compared to 4.03x as of May 31, 2009.

"The completion of our comprehensive refinancing plan in July, coupled with our strong cash flow generation and our negotiated ability to pre-pay a portion of this debt, has created a stable long-term financial position with greater financial flexibility for the Company. The Company has no material amortization payments until 2014," stated Mr. Rogers.

"While we expect market conditions to remain challenging, we are starting to see positive signs in the market in terms of volume and pricing, although not with sufficient consistency to definitively conclude we are in a turnaround. We continue to remain vigilant on right sizing our cost structure and rebuilding gross margins in order to maximize our cash flow.

"We believe that our recent operating performance and successful financial restructuring leave our company in a stronger strategic position to gain profitable market share and drive increasing value for our shareholders," concluded Mr. Rogers.

Adjusted EBITDA

Within the information above, Sealy provides information regarding Adjusted EBITDA and Adjusted EBITDA Margin which are not recognized terms under GAAP (Generally Accepted Accounting Principles) and do not purport to be alternatives to operating income or net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. We present Adjusted EBITDA and its derivative, Adjusted EBITDA Margin, because the covenants contained in our senior debt agreements are based upon these measures and Adjusted EBITDA is a material component of those covenants. Additionally, 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 income from operations is provided in the attached schedule.

Conference Call

The Company will hold a conference call today to discuss its fiscal third quarter 2009 results at 5:00 p.m. (Eastern Time). The conference call can be accessed live over the phone by dialing 1-877-941-2068, or for international callers, 1-480-629-9712. A replay will be available one hour after the call and can be accessed by dialing 1-800-406-7325, or for international callers, 1-303-590-3030. The passcode for the live call and the replay is 4157344. The replay will be available until October 6, 2009.

Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the Investors section of the Company''s website at http://www.sealy.com/. The on-line replay will be available for a limited time beginning immediately following the call. An updated investor presentation will be posted on Wednesday, September 30th, in the Investors section of the Company''s website at http://www.sealy.com/.

About Sealy

Sealy is the bedding industry''s largest global manufacturer with sales of $1.5 billion in fiscal 2008. The Company manufactures and markets a broad range of mattresses and foundations under the Sealy(R), Sealy Posturepedic(R), including SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns & Foster(R), and Bassett(R) brands. Sealy operates 25 plants in North America, and has the largest market share and highest consumer awareness of any bedding brand on the continent. In the United States, Sealy sells its products to approximately 3,000 customers with more than 7,000 retail outlets. Sealy is also a leading supplier to the hospitality industry. For more information, please visit http://www.sealy.com/.

This document contains forward-looking statements within the meaning of the safe harbor provisions of the Securities Litigation Reform Act of 1995. Terms such as "expect," "believe," "continue," and "grow," as well as similar comments, are forward-looking in nature. Although the Company believes its growth plans are based upon reasonable assumptions, it can give no assurances that such expectations can be attained. Factors that could cause actual results to differ materially from the Company''s expectations include: general business and economic conditions, competitive factors, raw materials purchasing, and fluctuations in demand. Please refer to the Company''s Securities and Exchange Commission filings for further information.

SEALY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (In thousands) (Unaudited) August 30, November 30, August 31, 2009 2008 2008 ---- ---- ---- ASSETS Current assets: Cash and equivalents $99,840 $26,596 $30,699 Accounts receivable, net of allowances for bad debts, cash discounts and returns 189,446 156,583 225,115 Inventories 57,619 64,634 73,059 Prepaid expenses and other current assets 23,726 30,969 26,977 Deferred income tax assets 18,724 16,775 17,057 ------ ------ ------ Total current assets 389,355 295,557 372,907 ------- ------- ------- Property, plant and equipment - at cost 440,003 449,308 462,890 Less accumulated depreciation (220,656) (218,560) (219,754) -------- -------- -------- 219,347 230,748 243,136 ------- ------- ------- Other assets: Goodwill 360,817 357,149 393,507 Intangible assets, net of accumulated amortization 2,774 4,945 6,277 Deferred income tax assets 5,650 3,392 3,909 Debt issuance costs, net, and other assets 53,740 29,083 31,400 ------ ------ ------ 422,981 394,569 435,093 Total assets $1,031,683 $920,874 $1,051,136 ========== ======== ========== LIABILITIES AND STOCKHOLDERS'' DEFICIT Current liabilities: Current portion - long-term obligations $11,591 $21,243 $37,937 Accounts payable 105,914 97,084 160,654 Accrued incentives and advertising 31,610 34,542 39,861 Accrued compensation 33,730 24,797 26,160 Accrued interest 14,843 16,432 10,765 Other accrued liabilities 45,178 44,363 48,124 ------ ------ ------ Total current liabilities 242,866 238,461 323,501 Long-term obligations, net of current portion 837,836 762,162 741,680 Other liabilities 59,585 71,257 67,955 Deferred income tax liabilities 6,538 4,962 6,990 Common stock and options subject to redemption - 8,856 9,424 Stockholders'' deficit: Common stock 922 917 916 Additional paid-in capital 878,003 668,547 667,480 Accumulated deficit (991,572) (814,298) (772,318) Accumulated other comprehensive income (2,495) (19,990) 5,508 Total shareholders'' deficit (115,142) (164,824) (98,414) Total liabilities and shareholders'' deficit $1,031,683 $920,874 $1,051,136 ========== ======== ========== SEALY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended ------------------ August 30, August 31, 2009 2008 ---- ---- Net sales $349,573 $404,963 Cost of goods sold 203,508 240,843 ------- ------- Gross profit 146,065 164,120 Selling, general and administrative expenses 110,256 132,892 Amortization expense 842 981 Restructuring expenses and asset impairment - 2,448 Royalty income, net of royalty expense (4,216) (4,422) ------ ------ Income from operations 39,183 32,221 Interest expense 22,127 14,379 Loss on rights for convertible notes 1,820 - Refinancing and extinguishment of debt and interest rate derivatives 39 - Other income, net (14) (117) --- ---- Income before income tax provision 15,211 17,959 Income tax provision 3,155 7,017 ----- ----- Net income $12,056 $10,942 ======= ======= Earnings per common share--- Basic $0.13 $0.12 ===== ===== Earnings per common share--- Diluted $0.05 $0.12 ===== ===== Weighted average number of common shares outstanding: Basic 91,884 91,269 Diluted 279,156 93,538 SEALY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Nine Months Ended ----------------- August 30, August 31, 2009 2008 ---- ---- Net sales $958,004 $1,172,267 Cost of goods sold 571,538 706,579 ------- ------- Gross profit 386,466 465,688 Selling, general and administrative expenses 302,533 365,536 Amortization expense 2,435 2,850 Restructuring expenses and asset impairment 1,448 2,907 Royalty income, net of royalty expense (12,186) (13,558) ------- ------- Income from operations 92,236 107,953 Interest expense 56,551 45,124 Loss on rights for convertible notes 4,549 - Refinancing and extinguishment of debt and interest rate derivatives 17,461 - Gain on sale of subsidiary stock (1,292) - Other income, net (60) (297) --- ---- Income before income tax expense 15,027 63,126 Income tax provision 3,463 24,013 ----- ------ Net income $11,564 $39,113 ======= ======= Earnings per common share---Basic $0.13 $0.43 ===== ===== Earnings per common share---Diluted $0.09 $0.42 ===== ===== Weighted average number of common shares outstanding: Basic 91,836 91,044 Diluted 153,602 94,066 SEALY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Nine Months Ended ----------------- August 30, August 31, 2009 2008 ---- ---- Operating activities: Net income $11,564 $39,113 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 23,840 25,763 Deferred income taxes (7,303) 1,847 Impairment charges 1,326 873 Amortization of deferred gain on sale-leaseback (485) - Paid in kind interest on convertible notes 1,820 - Amortization of discount on new senior secured notes 351 - Amortization of debt issuance costs and other 2,925 1,761 Loss on rights for convertible notes 4,549 - Share-based compensation 7,381 2,550 Excess tax benefits from share-based payment arrangements - (781) Loss on sale of assets 383 348 Write-off of debt issuance costs related to debt extinguishments 2,113 - Loss on termination of interest rate swaps 15,232 - Payment to terminate interest rate swaps (15,232) - Gain on sale of subsidiary stock (1,292) - Other, net (2,458) 1,083 Changes in operating assets and liabilities: Accounts receivable (27,628) (16,538) Inventories 5,684 715 Prepaid expenses and other current assets 14,080 2,549 Other assets (1,434) 3,049 Accounts payable 5,195 25,731 Accrued expenses 6,752 (26,824) Other liabilities (7,150) 3,539 ------ ----- Net cash provided by operating activities 40,213 64,778 ------ ------ Investing activities: Purchase of property, plant and equipment (8,669) (21,102) Proceeds from sale of property, plant and equipment 10,385 34 Net proceeds from sale of subsidiary 1,237 - Investments in and loans to unconsolidated affiliate (2,322) - ------ --- Net cash provided by (used in) investing activities 631 (21,068) --- ------- Financing activities: Cash dividends - (6,811) Proceeds from issuance of long-term obligations 3,343 8,114 Repayments of long-term obligations (15,668) (23,821) Repayment of old senior term loans (377,181) - Proceeds from issuance of new senior secured notes 335,916 - Proceeds from issuance of related party notes 177,132 - Repayment of related party notes (83,284) - Proceeds from issuance of convertible notes, net 83,284 - Borrowings under revolving credit facilities 140,904 277,658 Repayments under revolving credit facilities (205,304) (281,085) Exercise of employee stock options, including related excess tax benefits (330) 824 Debt issuance costs (27,421) - Net cash provided by (used in) financing activities 31,391 (25,121) ------ ------- Effect of exchange rate changes on cash 1,009 (2,497) ----- ------ Change in cash and equivalents 73,244 16,092 Cash and equivalents: Beginning of period 26,596 14,607 ------- ------- End of period $99,840 - $30,699 ======= ======= RECONCILIATION OF ADJUSTED EBITDA TO OPERATING INCOME AND ADJUSTED EBITDA MARGIN TO OPERATING MARGIN NON GAAP MEASURES Three Months Ended: ------------------------------------------------ August 30, August 31, 2009 2008 --------------------- ---------------------- (percentage (percentage (in of net (in of net thousands) sales) thousands) sales) Income from operations $39,183 11.2% $32,221 8.0% Depreciation and amortization 8,102 2.3% 8,643 2.1% Adjustments for debt covenants: Non-cash compensation 5,164 1.5% 555 0.1% KKR consulting fees 655 0.2% 546 0.1% Severance charges 229 0.1% 66 0.0% Restructuring related costs - 0.0% 2,189 0.5% Product line discontinuance - 0.0% 1,356 0.3% Other (a) 334 0.1% 1,212 0.3% --- ----- Adjusted EBITDA $53,667 15.4% $46,788 11.6% ======= ======= Nine Months Ended: ------------------------------------------------ August 30, August 31, 2009 2008 ------------------------ ---------------------- (percentage (percentage (in of net (in of net thousands) sales) thousands) sales) Income from operations $92,236 9.6% $107,953 9.2% Depreciation and amortization 23,840 2.5% 25,763 2.2% Adjustments for debt covenants: Non-cash compensation 7,387 0.8% 2,530 0.2% KKR consulting fees 2,196 0.2% 546 0.0% Severance charges 2,171 0.2% 3,271 0.3% Restructuring related costs - 0.0% 2,894 0.2% Product line discontinuance - 0.0% 1,356 0.1% Other (a) 2,951 0.3% 3,495 0.3% ----- ----- Adjusted EBITDA $130,781 13.7% $147,808 12.6% ======== ======== (a) Consists of various immaterial adjustments Sealy Corporation Fully Diluted Share Count Reconciliation (in thousands) Three Months Nine Months ------------ ----------- Fully Diluted Shares 8/31/08 93,538 94,066 Change in basic shares 615 792 Convertible Notes 177,088 60,549 Reduction in stock options (269) (1,756) Reduction in restricted shares (148) (154) Restricted share unit grants 8,172 - Other 160 105 --- --- Fully Diluted Shares 8/30/09 279,156 153,602

Sealy Corporation

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

Web Site: http://www.sealy.com/