QuickLinks -- Click here to rapidly navigate through this documentExhibit 99.1
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| | Contact: | | Mark D. Boehmer VP & Treasurer (336) 861-3603 |
| | | | FOR IMMEDIATE RELEASE |
SEALY REPORTS RECORD THIRD QUARTER RESULTS
HIGH POINT, North Carolina (October 13, 2004)—Sealy Mattress Corporation, the world's largest manufacturer of bedding products, today announced results for the third fiscal quarter ending August 29, 2004.
For the quarter, Sealy reported sales of $357.3 million, an increase of 10.0% from $324.9 million for the same period a year ago. Net income for the quarter was $20.4 million compared with net income of $8.7 million a year earlier, up 134.5%. Earnings before interest, taxes, depreciation and amortization (EBITDA) for the quarter was $52.8 million compared with $38.1 million a year earlier, up 38.6%. For the nine months ending August 29, 2004, Sealy reported sales of $992.0 million, an increase of 12.3% from $883.0 million. Net loss year-to-date was $50.5 million. Year-to-date EBITDA was $3.0 million. Excluding recapitalization expenses, Sealy would have reported a net income year-to-date of $39.4 million compared with $16.8 million a year earlier, up 134.5% and EBITDA of $136.1 million compared with $97.5 million a year earlier, up 39.4%. Please see the attached table below for a reconciliation of EBITDA to net income/loss.
"We are extremely pleased with our record third quarter and year-to-date results," said David J. McIlquham, Sealy's Chairman and Chief Executive Officer. "We have been able to build on our successful results in the first two quarters and continue to deliver strong sales, gross margin and EBITDA growth. We are achieving strong mix improvements from our new products as well as improved manufacturing efficiencies. During the quarter, we made terrific progress against our key initiatives. We have improved our balance sheet through strong operating results and an ongoing focus on working capital management. As a result of these efforts, we have reduced our net debt by $17.5 million during the quarter and have reduced our term and revolving debt by an additional $34.5 million subsequent to the end of the third quarter," said McIlquham.
Sealy is the largest bedding manufacturer in the world with sales of $1.2 billion in 2003. The Company manufactures and markets a broad range of mattresses and foundations under the Sealy®, Sealy Posturepedic®, Stearns & Foster®, and Bassett® brands. Sealy has the largest market share and highest consumer awareness of any bedding brand in North America. Sealy employs more than 6,000 individuals, has 29 plants, and sells its products to 3,200 customers with more than 7,400 retail outlets worldwide. 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 also announced its quarterly conference call for Monday, October 18th at 9 am EST. The dial-in number is: 888-273-9887 (Domestic), 612-553-5260 (International).
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.
SEALY MATTRESS CORPORATION
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
| | August 29, 2004
| | November 30, 2003*
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ASSETS | | | | |
Current assets: | | | | | | | |
| Cash and cash equivalents | | $ | 18,662 | | $ | 101,100 | |
| Accounts receivable—Non-affiliates, net | | | 196,728 | | | 160,984 | |
| Accounts receivable—Affiliates, net | | | — | | | 1,758 | |
| Inventories | | | 50,227 | | | 49,413 | |
| Prepaid expenses, deferred taxes and other current assets | | | 59,160 | | | 43,404 | |
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| | | 324,777 | | | 356,659 | |
Property, plant and equipment, at cost | | | 309,919 | | | 299,718 | |
Less: accumulated depreciation | | | 141,313 | | | 128,893 | |
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| | | 168,606 | | | 170,825 | |
Other assets: | | | | | | | |
| Goodwill | | | 381,713 | | | 381,891 | |
| Other intangibles, net | | | 4,602 | | | 5,364 | |
| Long-term notes receivable | | | — | | | 13,323 | |
| Debt issuance costs, net, and other assets | | | 46,667 | | | 31,004 | |
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| | | 432,982 | | | 431,582 | |
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| | $ | 926,365 | | $ | 959,066 | |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | |
Current liabilities: | | | | | | | |
| Current portion of long-term obligations | | $ | 8,203 | | $ | 47,623 | |
| Accounts payable | | | 95,384 | | | 85,478 | |
| Accrued interest | | | 17,145 | | | 23,565 | |
| Accrued incentives and advertising | | | 41,744 | | | 35,546 | |
| Accrued compensation | | | 32,330 | | | 27,583 | |
| Other accrued expenses | | | 53,439 | | | 44,839 | |
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| | | 248,245 | | | 264,634 | |
Due to Parent Company | | | 3,475 | | | — | |
Long-term obligations, net | | | 1,025,786 | | | 699,630 | |
Other noncurrent liabilities | | | 37,610 | | | 48,851 | |
Deferred income taxes | | | 16,851 | | | 22,113 | |
Stockholders' equity: | | | | | | | |
| Common stock | | | — | | | 324 | |
| Additional paid-in capital | | | 454,421 | | | 146,240 | |
| Accumulated deficit | | | (853,681 | ) | | (201,497 | ) |
| Accumulated other comprehensive loss | | | (6,342 | ) | | (8,165 | ) |
| Common stock held in treasury, at cost | | | — | | | (13,064 | ) |
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| | | (405,602 | ) | | (76,162 | ) |
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| | $ | 926,365 | | $ | 959,066 | |
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- *
- Condensed from audited financial statements.
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SEALY MATTRESS CORPORATION
Condensed Consolidated Statements of Operations
(In thousands)
(Unaudited)
| | Quarter Ended August 29, 2004
| | Quarter Ended August 31, 2003
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Net sales—Non-affiliates | | $ | 357,263 | | $ | 318,326 | |
Net sales—Affiliates | | | — | | | 6,615 | |
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| | Total net sales | | | 357,263 | | | 324,941 | |
Costs and expenses: | | | | | | | |
| Cost of goods sold—Non-affiliates | | | 193,945 | | | 185,170 | |
| Cost of goods sold—Affiliates | | | — | | | 3,797 | |
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| | Total cost of goods sold | | | 193,945 | | | 188,967 | |
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| | Gross profit | | | 163,318 | | | 135,974 | |
| Selling, general and administrative | | | 119,885 | | | 105,617 | |
| Recapitalization expense | | | 394 | | | — | |
| Stock based compensation | | | — | | | 492 | |
| Amortization of intangibles | | | 297 | | | 287 | |
| Royalty income, net | | | (3,875 | ) | | (3,064 | ) |
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Income from operations | | | 46,617 | | | 32,642 | |
| Interest expense | | | 17,324 | | | 17,662 | |
| Other (income) expense, net | | | (102 | ) | | (246 | ) |
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Income before income tax expense | | | 29,395 | | | 15,226 | |
Income tax expense | | | 9,003 | | | 6,529 | |
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Net income | | $ | 20,392 | | $ | 8,697 | |
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Supplemental disclosure: | | | | | | | |
Depreciation and amortization | | $ | 6,138 | | $ | 5,261 | |
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SEALY MATTRESS CORPORATION
Condensed Consolidated Statements of Operations
(In thousands)
(Unaudited)
| | Nine Months Ended August 29, 2004
| | Nine Months Ended August 31, 2003
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Net sales—Non-affiliates | | $ | 984,985 | | $ | 857,348 | |
Net sales—Affiliates | | | 7,030 | | | 25,680 | |
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| | Total net sales | | | 992,015 | | | 883,028 | |
Costs and expenses: | | | | | | | |
| Cost of goods sold—Non-affiliates | | | 553,448 | | | 501,191 | |
| Cost of goods sold—Affiliates | | | 4,035 | | | 15,081 | |
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| | Total cost of goods sold | | | 557,483 | | | 516,272 | |
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| | Gross profit | | | 434,532 | | | 366,756 | |
| Selling, general and administrative | | | 327,258 | | | 290,990 | |
| Recapitalization expense | | | 133,134 | | | — | |
| Stock based compensation | | | — | | | 1,482 | |
| Amortization of intangibles | | | 887 | | | 820 | |
| Royalty income, net | | | (10,578 | ) | | (8,625 | ) |
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(Loss) income from operations | | | (16,169 | ) | | 82,089 | |
| Interest expense | | | 51,182 | | | 51,614 | |
| Other (income) expense, net | | | (844 | ) | | 1,255 | |
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(Loss) income before income tax expense | | | (66,507 | ) | | 29,220 | |
Income tax expense (benefit) | | | (16,002 | ) | | 12,448 | |
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Net (loss) income | | $ | (50,505 | ) | $ | 16,772 | |
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Supplemental disclosure: | | | | | | | |
Depreciation and amortization | | $ | 18,309 | | $ | 16,718 | |
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SEALY MATTRESS CORPORATION
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| | Nine Months Ended August 29, 2004
| | Nine Months Ended August 31, 2003
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Net cash provided by (used in) operating activities | | $ | (19,425 | ) | $ | 29,314 | |
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Cash flows from investing activities: | | | | | | | |
| Purchase of property, plant and equipment, net | | | (18,706 | ) | | (9,337 | ) |
| Cash received from affiliate note and investment | | | 13,573 | | | 13,611 | |
| Proceeds from the sale of property, plant and equipment | | | 1,499 | | | — | |
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| | | Net cash provided by (used in) investing activities | | | (3,634 | ) | | 4,274 | |
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Cash flows from financing activities: | | | | | | | |
| Cash flows associated with financing of the recapitalization: | | | | | | | |
| | Proceeds from issuance of common stock | | | 436,050 | | | — | |
| | Treasury stock repurchase | | | (748,141 | ) | | — | |
| | Proceeds from the issuance of new long-term debt | | | 1,050,000 | | | — | |
| | Repayment of existing long-term debt | | | (737,128 | ) | | — | |
| | Debt issuance costs | | | (36,403 | ) | | — | |
| Proceeds from the issuance of notes to refinance Tranche debt | | | — | | | 51,500 | |
| Prepayment of refinanced Tranche debt | | | — | | | (49,000 | ) |
| Debt issuance costs or other deferred finance charges | | | (500 | ) | | (3,860 | ) |
| Borrowings (repayments) of other long-term obligations, net | | | (23,320 | ) | | (14,756 | ) |
| Equity contributions from exercise of stock options | | | 63 | | | 88 | |
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| | | Net cash used in financing activities | | | (59,379 | ) | | (16,028 | ) |
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Change in cash and cash equivalents | | | (82,438 | ) | | 17,560 | |
Cash and cash equivalents: | | | | | | | |
| | Beginning of period | | | 101,100 | | | 27,443 | |
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| | End of period | | $ | 18,662 | | $ | 45,003 | |
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Supplemental disclosures: | | | | | | | |
| Selected non-cash items: | | | | | | | |
| | Depreciation and amortization | | $ | 18,309 | | $ | 16,718 | |
| | Non-cash compensation | | | — | | | 1,482 | |
| | Write-off of deferred debt costs and dedesignated cash flow hedge associated with the early extinguishment of debt | | | — | | | 2,531 | |
| | Non-cash expense associated with the recapitalization | | | 41,342 | | | — | |
| Cash used for recapitalization expenses included in cash flows from operating activities | | | (90,664 | ) | | — | |
| Non-cash interest expense associated with: | | | | | | | |
| | Junior Subordinated Notes | | | — | | | 4,196 | |
| | Debt issuance costs | | | 4,216 | | | 4,275 | |
| | Discount (premium) on Senior Subordinated Notes, net | | | (227 | ) | | 188 | |
| | Net interest (income) expense associated with interest rate swap and cap agreements | | | (432 | ) | | (549 | ) |
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The Company's new long-term obligations contain various financial tests and covenants. The Company's senior secured credit facilities require the Company to meet a minimum interest coverage ratio and a maximum leverage ratio. The indenture governing the Company's new senior subordinated notes also requires the Company to meet a fixed charge coverage ratio in order to incur additional indebtedness, subject to certain exceptions. The specific covenants and related definitions can be found in the applicable debt agreements, each of which has been previously filed by the Company with the Securities and Exchange Commission.
The covenants contained in the Company's senior secured credit facilities are based on what the Company refers to herein as "Adjusted EBITDA". In the senior secured credit facilities, 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. Non-compliance with such covenants could result in the requirement to immediately repay all amounts outstanding under such facilities. While the determination of "unusual items and other adjustments" is subject to interpretation and requires judgment, the Company believes the adjustments listed below are in accordance with covenants discussed above. In addition, the Company bases its assessment on the recoverability of its indefinite- lived goodwill on a multiple of EBITDA. The Company's Board of Directors also uses EBITDA as a basis for determining the fair market value of the stock at the grant date for stock option issuances.
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.
The following table sets forth a reconciliation of net income to EBITDA and EBITDA to Adjusted EBITDA for the three months ended August 29, 2004:
| | Three Months Ended August 29, 2004
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Net Income | | $ | 20.4 |
| Interest | | | 17.3 |
| Income Taxes | | | 9.0 |
| Depreciation & Amortization | | | 6.1 |
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EBITDA | | $ | 52.8 |
| Recapitalization expenses | | | 0.4 |
| Management fees paid to KKR | | | 0.2 |
| Unusual and nonrecurring losses: | | | |
| | Post-closing residual plant costs | | | 2.7 |
| | Bonus to option holders related to parent company financing transaction | | | 4.0 |
| | Other (various) | | | 0.2 |
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Adjusted EBITDA | | $ | 60.3 |
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The following table sets forth a reconciliation of EBITDA to cash flow from operations for the nine months ended August 29, 2004 and August 31, 2003:
| | Nine Months Ended August 29, 2004
| | Nine Months Ended August 31, 2003
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Net (loss) income | | $ | (50.5 | ) | $ | 16.8 | |
| Interest | | | 51.2 | | | 51.6 | |
| Income Taxes | | | (16.0 | ) | | 12.4 | |
| Depreciation & Amortization | | | 18.3 | | | 16.7 | |
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EBITDA | | $ | 3.0 | | $ | 97.5 | |
Adjustments to EBITDA to arrive at cash flow from operations: | | | | | | | |
| Interest expense | | | (51.2 | ) | | (51.6 | ) |
| Income taxes | | | 16.0 | | | (12.4 | ) |
| Non-cash charges against (credits to) net income | | | 36.6 | | | 6.4 | |
| Changes in operating assets & liabilities | | | (23.8 | ) | | (10.6 | ) |
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Cash flow from operations | | $ | (19.4 | ) | $ | 29.3 | |
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SEALY REPORTS RECORD THIRD QUARTER RESULTSSEALY MATTRESS CORPORATION Condensed Consolidated Balance Sheets (In thousands) (Unaudited)SEALY MATTRESS CORPORATION Condensed Consolidated Statements of Operations (In thousands) (Unaudited)SEALY MATTRESS CORPORATION Condensed Consolidated Statements of Operations (In thousands) (Unaudited)SEALY MATTRESS CORPORATION Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited)