zz piper 3.30.11

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Sealy Corp. (ZZ - $2.78) Neutral Flat Business Trends Continue; Downgrade To Neutral; $2.50 PT CONCLUSION: Sealy reported February quarter results well below expectations. Sales declined 2% Y/Y, while gross and operating margins contracted materially on mix and lower AUSPs. We attri bute earnings weakness to weak end-market demand, challenging pricing trends, increased competition and higher operating costs associated with new produ ct launches. We have trimmed our earni ngs estimate s as diff icult macro tre nds continue and higher operat ing costs wei gh ear nings. The company is working on the full rollout of its new Posturepedic line expected to complete during the thi rd qua rte r. In our vie w, a Neutra l rat ing bes t ref lec ts Sealy' s bus ine ss fundamentals. We are lowering our price target to $2.50 (23x FY12E EPS). Revenues missed on declining volume and AUSP: Sales for the February 2011 quarter came in at $306M vs. consensus $326M. The 2% Y/Y revenue decline was driven by lower AUSPs and volumes as the company wor ked to cle ar invent or y ahead of the next generati on Posturepedic line. Gross mar gin contracted 382bps and was impacted by lower sales, mix, new product launch expenses and higher commodity costs (160 bps). Operating margin contracted 530 bps Y/Y as SG&A costs increased 300bps Y/Y to support the product launch. EPS at break-even was $0.03 below the consensus estima te. Overall, we thought Sealy experienced a modest quarter as macro trends for the inner-spring category remain weak. Reducing estimates on near-term weakness: We are taking a cautious stance on FY11/FY12 earnings as challenging trends continue and the company invests in new product launches. We are reducing our FY11 sales estimate from $1.35B (+11% Y/Y) to $1.26B (+3% Y/Y). We expect GM to remain pressured in the near-term, contracting 180bps to 40% during fiscal 2011. We are modeling a 220bps contraction in OM during FY11. We are reducing our FY11 EPS estimate from $0.10 to $0.04. For FY12, we are reducing our sales estimate from $1.44B (+6% Y/Y) to $1.33B (+5% Y/Y). We are modestly reducing our FY12 EPS estimate from $0.15 to $0.11. Price target to $2.50/share on lack of earnings catalysts : We are reducing our price target on ZZ shares from $3.50 to $2.50 based on 23x our FY12 EPS estimate of $0.11. There is no change to our PE assumption. The decrease to our PT comes as we reduce our earnings estimate for FY12. Overall, we view 2011 as a bui ldi ng year for Sealy and bel ieve mgmt is taking appropri ate steps to reinvigorate the product portfolio. That said, improved fundamentals will take time and we see a lack of near-term earnings catalysts to support a positive thesis or valuation. INVESTMENT RECOMMENDATION: We rate ZZ shares Neutral with a $2.50 price target (23x FY12E EPS). RISKS TO ACHIEVEMENT OF TARGET PRICE: Macr oeconomic conditions, high levels of debt, competi tion, adoption of new products, raw material costs, consolidation at retail & financial leverage. COMPANY DESCRIPTION: Sealy is the world's largest mattress manufacturer and marketer. Company Note March 30, 2011 Anthony N. Gikas, Sr Research Analyst 612 303-6245, [email protected] Piper Jaffray & Co. Andrew D. Connor, Research Analyst 212 284-9324, [email protected] Piper Jaffray & Co. Reason for Report: Change in Recommendation Changes Previous Current Rating Overweight Neutral Price Tgt $3.50 $2.50 FY11E Rev (mil) $1,353.2 $1,261.8 FY12E Rev (mil) $1,435.9 $1,325.0 FY11E EPS $0.10 $0.04 FY12E EPS $0.15 $0.11 Price: $2.78 52 Week High: $4.24 52 Week Low: $2.30 12-Month Price T arget: $2.50 (23x FY12E EPS) Shares Out (mil): 107.8 Market Cap. (mil): $299.7  Avg Daily Vol (000): 310 Book Value/Share: NA Net Cash Per Share: ($6.39) Debt to T otal Capital: 110% Est L T EPS Growth: 10% P/E to L T EPS Growth (FY11): 7.0x Est Next Rep Date: 06/25/2011 Fiscal Y ear End: Nov Rev (mil) 2010A 2011E 2012E Feb $311.9A $305.5A $321.5E May $316.5A $296.6E $312.8E Aug $346.2A $346.0E $362.2E Nov $296.6A $313.6E $328.4E FY $1,219.5A $1,261.8E $1,325.0E CY NA NA NA FY RM 0.2x 0.2x 0.2x CY RM NM NM NM EPS 2010A 2011E 2012E Feb $0.03A $0.00A $0.02E May $0.02A ($0.03)E $0.01E Aug $0.04A $0.03E $0.04E Nov $0.03A $0.03E $0.04E FY $0.14A $0.04E $0.11E CY NA NA NA FY P/E 19.9x 69.5x 25.3x CY P/E NM NM NM Page 1 of 7 Sealy Corporation Piper Jaffray does and seeks to do business with companies covered in its research reports. As a result, investors should be aware that the firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decisions. This report should be read in conjunction with important disclosure informati on, including an attestation under Regulation Analyst certification, found on pages 5 - 7 of this report or at the following site: http://www.piperjaffray.com/researchdisclosures.

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Sealy Corp. (ZZ - $2.78)Neutral

Flat Business Trends Continue; Downgrade ToNeutral; $2.50 PT

CONCLUSION:

Sealy reported February quarter results well below expectations. Sales declined 2%Y/Y, while gross and operating margins contracted materially on mix and lowerAUSPs. We attribute earnings weakness to weak end-market demand, challengingpricing trends, increased competition and higher operating costs associated withnew product launches. We have trimmed our earnings estimates as difficult macrotrends continue and higher operating costs weigh earnings. The company isworking on the full rollout of its new Posturepedic line expected to complete duringthe third quarter. In our view, a Neutral rating best reflects Sealy's businessfundamentals. We are lowering our price target to $2.50 (23x FY12E EPS).

• Revenues missed on declining volume and AUSP: Sales for the February 2011quarter came in at $306M vs. consensus $326M. The 2% Y/Y revenue declinewas driven by lower AUSPs and volumes as the company worked to clearinventory ahead of the next generation Posturepedic line. Gross margincontracted 382bps and was impacted by lower sales, mix, new product launchexpenses and higher commodity costs (160 bps). Operating margin contracted530 bps Y/Y as SG&A costs increased 300bps Y/Y to support the product launch.EPS at break-even was $0.03 below the consensus estimate. Overall, we thoughtSealy experienced a modest quarter as macro trends for the inner-spring categoryremain weak.

• Reducing estimates on near-term weakness: We are taking a cautious stance onFY11/FY12 earnings as challenging trends continue and the company invests innew product launches. We are reducing our FY11 sales estimate from $1.35B(+11% Y/Y) to $1.26B (+3% Y/Y). We expect GM to remain pressured in thenear-term, contracting 180bps to 40% during fiscal 2011. We are modeling a220bps contraction in OM during FY11. We are reducing our FY11 EPS estimate

from $0.10 to $0.04. For FY12, we are reducing our sales estimate from $1.44B(+6% Y/Y) to $1.33B (+5% Y/Y). We are modestly reducing our FY12 EPSestimate from $0.15 to $0.11.

• Price target to $2.50/share on lack of earnings catalysts : We are reducing ourprice target on ZZ shares from $3.50 to $2.50 based on 23x our FY12 EPSestimate of $0.11. There is no change to our PE assumption. The decrease to ourPT comes as we reduce our earnings estimate for FY12. Overall, we view 2011 asa building year for Sealy and believe mgmt is taking appropriate steps toreinvigorate the product portfolio. That said, improved fundamentals will taketime and we see a lack of near-term earnings catalysts to support a positive thesisor valuation.

INVESTMENT RECOMMENDATION:

We rate ZZ shares Neutral with a $2.50 price target (23x FY12E EPS).RISKS TO ACHIEVEMENT OF TARGET PRICE:Macroeconomic conditions, high levels of debt, competition, adoption of newproducts, raw material costs, consolidation at retail & financial leverage.

COMPANY DESCRIPTION:Sealy is the world's largest mattress manufacturer and marketer.

Company NoteMarch 30, 2011

Anthony N. Gikas, Sr Research Analyst

612 303-6245, [email protected]

Piper Jaffray & Co.

Andrew D. Connor, Research Analyst

212 284-9324, [email protected]

Piper Jaffray & Co.

Reason for Report:

Change in Recommendation

Changes Previous Current

Rating Overweight Neutral

Price Tgt $3.50 $2.50

FY11E Rev (mil) $1,353.2 $1,261.8

FY12E Rev (mil) $1,435.9 $1,325.0

FY11E EPS $0.10 $0.04

FY12E EPS $0.15 $0.11

Price: $2.78

52 Week High: $4.24

52 Week Low: $2.30

12-Month Price Target: $2.50(23x FY12E EPS)

Shares Out (mil): 107.8

Market Cap. (mil): $299.7

  Avg Daily Vol (000): 310

Book Value/Share: NA

Net Cash Per Share: ($6.39)

Debt to Total Capital: 110%

Est LT EPS Growth: 10%

P/E to LT EPS Growth (FY11): 7.0x

Est Next Rep Date: 06/25/2011

Fiscal Year End: Nov

Rev (mil) 2010A 2011E 2012E

Feb $311.9A $305.5A $321.5E

May $316.5A $296.6E $312.8E

Aug $346.2A $346.0E $362.2E

Nov $296.6A $313.6E $328.4EFY $1,219.5A $1,261.8E $1,325.0E

CY NA NA NA

FY RM 0.2x 0.2x 0.2x

CY RM NM NM NM

EPS 2010A 2011E 2012E

Feb $0.03A $0.00A $0.02E

May $0.02A ($0.03)E $0.01E

Aug $0.04A $0.03E $0.04E

Nov $0.03A $0.03E $0.04E

FY $0.14A $0.04E $0.11E

CY NA NA NA

FY P/E 19.9x 69.5x 25.3x

CY P/E NM NM NM

Page 1 of 7Sealy Corporation

Piper Jaffray does and seeks to do business with companies covered in its research reports. As a result, investors should beaware that the firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decisions. This report should be read in conjunction with

important disclosure informati on, including an attestation under Regulation Analyst certification, found on pages 5 - 7 of thisreport or at the following site: http://www.piperjaffray.com/researchdisclosures.

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Balance sheet & cash flow: Sealy ended the quarter with $102M in cash ($0.95/share) compared to $117M at the end of the Feb-10quarter. Inventories decreased 4% Y/Y compared to the 2% revenue decline, while Days Sales of Inventory remained flat Y/Y at 17days. Accounts receivable decreased 13% Y/Y and Days Sales Outstanding declined 6 days to 46 days. Long-term debt on an absolutebasis declined $3M Q/Q to $790M, but net debt increased slightly from $686M to $690M. All in, we view Sealy's heavilydebt-weighted capital structure as a continued risk factor to the story.

Additional details to follow.

Company NoteMarch 30, 2011

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Important Research Disclosures

Q1 Q2 Q3 Q1 Q2 Q3 Q1 Q2 Q3 Q10

2

4

6

8

10

2008 2009 2010 2011

04/09/08N:$9

07/09/08N:$7

10/08/08N:$6

01/16/09N:$4

04/01/09N:$3

07/01/09OW:$3

09/30/09OW:$4

01/13/10OW:$4.75

03/31/10OW:$5

09/29/10OW:$3.5

Rating and Price Target History for: Sealy Corporation as of 03-29-2011

Created by BlueMatrix

Notes: The boxes on the Rating and Price Target History chart above indicate the date of the Research Note, the rating, and the price target. Each boxrepresents a date on which an analyst made a change to a rating or price target, except for the first box, which may only represent the first Note written duringthe past three years.

Legend:

I: Initiating Coverage

R: Resuming Coverage

T: Transferring Coverage

D: Discontinuing Coverage

S: Suspending Coverage

OW: Overweight

N: Neutral

UW: Underweight

B: Buy (Piper Jaffray discontinued use of the B, N, and S ratings on June 30, 2009)

N: Neutral

S: SellAL On/AL Off: Placed on/removed from the Alpha List maintained by Piper Jaffray (AL use discontinued March 2010)

NA: Not Available

UR: Under Review

Distribution of Ratings/IB Services

Piper Jaffray

IB Serv./Past 12 Mos.

Rating Count Percent Count Percent

BUY [OW] 311 49.70 73 23.47

HOLD [N] 266 42.50 26 9.77

SELL [UW] 49 7.80 3 6.12

Note: Distribution of Ratings/IB Services shows the number of companies currently in each rating category from which Piper Jaffray and its affiliates receivedcompensation for investment banking services within the past 12 months. FINRA rules require disclosure of which ratings most closely correspond with"buy," "hold," and "sell" recommendations. Piper Jaffray ratings are not the equivalent of buy, hold or sell, but instead represent recommended relativeweightings. Nevertheless, Overweight corresponds most closely with buy, Neutral with hold and Underweight with sell. See Stock Rating definitions below.

Company NoteMarch 30, 2011

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Important Research Disclosures

Analyst Certification — Anthony N. Gikas, Sr Research Analyst

Analyst Certification — Andrew D. Connor, Research AnalystThe views expressed in this report accurately reflect my personal views about the subject company and the subject security. In addition, no part of mycompensation was, is, or will be directly or indirectly related to the specific recommendations or views contained in this report.

Research DisclosuresPiper Jaffray usually provides bids and offers for the securities of Sealy Corporation and will, from time to time, buy and sell Sealy Corporation securitieson a principal basis.

Affiliate Disclosures: This report has been prepared by Piper Jaffray & Co. and/or its affiliate Piper Jaffray Asia Securities Limited, both of which aresubsidiaries of Piper Jaffray Companies (collectively Piper Jaffray). Piper Jaffray & Co. is regulated by FINRA, NYSE, and the United States Securitiesand Exchange Commission, and its headquarters is located at 800 Nicollet Mall, Minneapolis, MN 55402. Piper Jaffray Asia Securities Limited is alicensed corporation regulated by the Securities and Futures Commission of Hong Kong ("SFC"), entered on the SFC's register, no. ABO154, and is anexchange participant of The Stock Exchange of Hong Kong Limited. Its headquarters is located at Suite 1308, 13/F Two Pacific Place, 88 Queensway,Hong Kong. Disclosures in this section and in the Other Important Information section referencing Piper Jaffray include all affiliated entities unlessotherwise specified.

Piper Jaffray research analysts receive compensation that is based, in part, on overall firm revenues, which include investment banking revenues.

Rating Definitions

Stock Ratings: Piper Jaffray ratings are indicators of expected total return (price appreciation plus dividend) within the next 12 months. Attimes analysts may specify a different investment horizon or may include additional investment time horizons for specific stocks. Stockperformance is measured relative to the group of stocks covered by each analyst. Lists of the stocks covered by each are available atwww.piperjaffray.com/researchdisclosures. Stock ratings and/or stock coverage may be suspended from time to time in the event that thereis no active analyst opinion or analyst coverage, but the opinion or coverage is expected to resume. Research reports and ratings shouldnot be relied upon as individual investment advice. As always, an investor's decision to buy or sell a security must depend on individualcircumstances, including existing holdings, time horizons and risk tolerance. Piper Jaffray sales and trading personnel may provide writtenor oral commentary, trade ideas, or other information about a particular stock to clients or internal trading desks reflecting different opinionsthan those expressed by the research analyst. In addition, Piper Jaffray technical research products are based on different methodologiesand may contradict the opinions contained in fundamental research reports.

• Overweight (OW): Anticipated to outperform relative to the median of the group of stocks covered by the analyst.• Neutral (N): Anticipated to perform in line relative to the median of the group of stocks covered by the analyst.• Underweight (UW): Anticipated to underperform relative to the median of the group of stocks covered by the analyst.

 An industry outlook represents the analyst's view of the industry represented by the stocks in the analyst's coverage group. A Favorableindustry outlook generally means that the analyst expects the fundamentals and/or valuations of the industry to improve over the investmenttime horizon. A Neutral industry outlook generally means that the analyst does not expect the fundamentals and/or valuations of the industryto either improve or deteriorate meaningfully from its current state. An Unfavorable industry outlook generally means that the analystexpects the fundamentals and/or valuations of the industry to deteriorate meaningfully over the investment time horizon.

Company NoteMarch 30, 2011

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Other Important Information

The material regarding the subject company is based on data obtained from sources we deem to be reliable; it is not guaranteed as to accuracy anddoes not purport to be complete. This report is solely for informational purposes and is not intended to be used as the primary basis of investmendecisions. Piper Jaffray has not assessed the suitability of the subject company for any person. Because of individual client requirements, it is not, and itshould not be construed as, advice designed to meet the particular investment needs of any investor. This report is not an offer or the solicitation of anoffer to sell or buy any security. Unless otherwise noted, the price of a security mentioned in this report is the market closing price as of the end of theprior business day. Piper Jaffray does not maintain a predetermined schedule for publication of research and will not necessarily update this report. PiperJaffray policy generally prohibits research analysts from sending draft research reports to subject companies; however, it should be presumed that theanalyst(s) who authored this report has had discussions with the subject company to ensure factual accuracy prior to publication, and has hadassistance from the company in conducting diligence, including visits to company sites and meetings with company management and otherepresentatives.

This report is published in accordance with a conflicts management policy, which is available at http://www.piperjaffray.com/researchdisclosures.

Notice to customers: This material is not directed to, or intended for distribution to or use by, any person or entity if Piper Jaffray is prohibited or restricted by any legislation or regulation in any jurisdiction from making it available to such person or entity. Customers in any of the jurisdictions wherePiper Jaffray and its affiliates do business who wish to effect a transaction in the securities discussed in this report should contact their local Piper Jaffrayrepresentative. Europe: This material is for the use of intended recipients only and only for distribution to professional and institutional investors, i.e.persons who are authorised persons or exempted persons within the meaning of the Financial Services and Markets Act 2000 of the United Kingdom, orpersons who have been categorised by Piper Jaffray Ltd. as professional clients under the rules of the Financial Services Authority. Asia: This report isdistributed in Hong Kong by Piper Jaffray Asia Securities Limited, which is regulated by the Hong Kong SFC. This report is intended only for distributionto professional investors as defined in the Hong Kong Securities and Futures Ordinance and is for the use of intended recipients only. United StatesThis report is distributed in the United States by Piper Jaffray & Co., member SIPC, FINRA and NYSE, Inc., which accepts responsibility for its contents.The securities described in this report may not have been registered under the U.S. Securities Act of 1933 and, in such case, may not be offered or soldin the United States or to U.S. persons unless they have been so registered, or an exemption from the registration requirements is available.

This report is produced for the use of Piper Jaffray customers and may not be reproduced, re-distributed or passed to any other person or published inwhole or in part for any purpose without the prior consent of Piper Jaffray & Co. Additional information is available upon request.

Copyright 2011 Piper Jaffray. All rights reserved.

Company NoteMarch 30, 2011

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