form8k.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported) April 21, 2011

TEMPUR-PEDIC INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)


Delaware
001-31922
33-1022198
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
     


1713 Jaggie Fox Way
Lexington, Kentucky  40511
(Address of principal executive offices) (Zip Code)
 

 
(800) 878-8889
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 
 

 

    Item 2.02  Results from Operations and Financial Condition
   
    On April 21, 2011, Tempur-Pedic International Inc. issued a press release to announce its financial results for the first quarter ended March 31, 2011 and confirmed guidance for the 2011 fiscal year. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
 
    The information in this report (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

    Item 7.01.  Regulation FD Disclosure
 
    The information furnished under Item 2.02 of this Form 8-K (including Exhibit 99.1 furnished herewith) is hereby incorporated by reference under this Item 7.01 as if fully set forth herein.
 
    Item 9.01  Financial Statements and Exhibits
 
    (d)  Exhibits

Exhibit
 
Description
 
 
 
 

 

SIGNATURES
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  Tempur-Pedic International Inc.  
       
Date: April 21, 2011
By:
/s/ DALE E. WILLIAMS  
    Dale E. Williams  
    Executive Vice President & Chief Financial Officer  
       
 
 

 
 
EXHIBIT LIST
 
Exhibit
 
Description
 
 
 
 

 
 
ex991.htm
GRAPHIC
 
TEMPUR-PEDIC REPORTS RECORD FIRST QUARTER 2011 SALES AND EARNINGS
–  Reports EPS of $0.68

LEXINGTON, KY, April 21, 2011 – Tempur-Pedic International Inc. (NYSE: TPX), the leading manufacturer, marketer and distributor of premium mattresses and pillows worldwide, today announced financial results for the first quarter ended March 31, 2011. The Company also confirmed financial guidance for 2011.

Financial Summary
   
· Earnings per diluted share (EPS) were $0.68 in the first quarter of 2011 as compared to $0.44 in the first quarter of 2010. The Company reported net income of $48.3 million in the first quarter of 2011 as compared to $33.1 million in the first quarter of 2010.
   
· Net sales increased 28% to $325.8 million in the first quarter of 2011 from $253.9 million in the first quarter of 2010. Net sales in the North American segment increased 37%, while International segment net sales increased 11%. On a constant currency basis, International segment net sales increased 8%.
   
· Mattress sales increased 29% globally. Mattress sales increased 36% in the North American segment and 12% in the International segment. On a constant currency basis, International mattress sales increased 10%. Pillow sales increased 13% globally. Pillow sales increased 24% in North America and 3% Internationally. On a constant currency basis, International pillow sales were unchanged.
   
· Gross profit margin was 52.3% as compared to 49.2% in the first quarter of 2010. The gross profit margin increased as a result of improved efficiencies in manufacturing, favorable product mix and fixed cost leverage related to higher production volumes, partially offset by geographic mix.
   
· Operating profit margin was 23.1% as compared to 20.6% in the first quarter of 2010. The increase was driven by improved gross profit margin partially offset by increased marketing investments.
   
· The Company generated $55.7 million of operating cash flow in the first quarter of 2011 as compared to $23.3 million in the first quarter of 2010.
 
Share Repurchase Program
During the first quarter of 2011, the Company purchased 1.32 million shares of its common stock at an average price of $47.35 for a total cost of $62.5 million. As of March 31, 2011, the Company had $137.5 million available under its existing share repurchase authorization.

Financial Guidance
The Company confirmed its full year 2011 guidance for net sales and earnings per share. It currently expects net sales for 2011 to range from $1.31 billion to $1.36 billion. It currently expects EPS for 2011 to range from $2.80 to $2.95 per diluted share. The Company noted its expectations are based on information available at the time of this release, and are subject to changing conditions, many of which are outside the Company’s control. The Company noted its EPS guidance does not assume any benefit from a potential further reduction in shares outstanding related to its share repurchase program.

Conference Call Information
Tempur-Pedic International will host a live conference call to discuss financial results today, April 21, 2011 at 8:00 a.m. Eastern Time. The dial-in number for the conference call is 800-850-2903. The dial-in number for international callers is 224-357-2399. The call is also being webcast and can be accessed on the investor relations section of the Company's website, http://www.tempurpedic.com. After the conference call, a webcast replay will remain available on the investor relations section of the Company’s website for 30 days.

Forward-looking Statements
This release contains "forward-looking statements,” within the meaning of federal securities laws, which include information concerning one or more of the Company's plans, objectives, goals, strategies, and other information that is not historical information. When used in this release, the words "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to the Company’s expectations for building on its 2010 performance in 2011, and for net sales and earnings per share for 2011. All forward looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct.

There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained in this release. Numerous factors, many of which are beyond the Company's control, could cause actual results to differ materially from those expressed as forward-looking statements. These risk factors include general economic, financial  and industry conditions, particularly in the retail sector, as well as consumer confidence and the availability of consumer financing; uncertainties arising from global events; the effects of changes in foreign exchange rates on the Company’s reported earnings; consumer acceptance of the Company’s products; industry competition; the efficiency and effectiveness of the Company’s advertising campaigns and other marketing programs; the Company’s ability to increase sales productivity within existing retail accounts and to further penetrate the Company’s retail channel, including the timing of opening or expanding within large retail accounts; the Company’s ability to expand brand awareness, distribution and new products in international markets; the Company’s ability to continuously improve and expand its product line, maintain efficient, timely and cost-effective production and delivery of its products, and manage its growth; changes in foreign tax rates, including the ability to utilize tax loss carry forwards; and rising commodity costs. Additional information concerning these and other risks and uncertainties are discussed in the Company's filings with the Securities and Exchange Commission, including without limitation the Company's annual report on Form 10-K under the headings "Special Note Regarding Forward-Looking Statements" and "Risk Factors." Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statements for any reason, including to reflect events or circumstances after the date on which such statements are made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

About the Company
Tempur-Pedic International Inc. (NYSE: TPX) manufactures and distributes mattresses and pillows made from its proprietary TEMPUR(R) pressure-relieving material. It is the worldwide leader in premium and specialty sleep. The Company is focused on developing, manufacturing and marketing advanced sleep surfaces that help improve the quality of life for people around the world. The Company's products are currently sold in over 80 countries under the TEMPUR(R) and Tempur-Pedic(R) brand names. World headquarters for Tempur-Pedic International is in Lexington, KY. For more information, visit http://www.tempurpedic.com or call 800-805-3635.

Investor Relations Contact:
Barry Hytinen
Senior Vice President
Tempur-Pedic International
800-805-3635
 
 

 
TEMPUR-PEDIC INTERNATIONAL INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(In thousands, except per common share amounts)

 
Three Months Ended
     
 
March 31,
     
 
2011
 
2010
 
Chg%
 
Net sales
$ 325,838   $ 253,889   28%  
Cost of sales
  155,528     129,080      
Gross profit
  170,310     124,809   36%  
Selling and marketing expenses
  64,370     46,231      
General, administrative and other expenses
  30,660     26,288      
Operating income
  75,280     52,290   44%  
                 
Other expense, net:
               
    Interest expense, net   (2,539 )   (3,189 )    
    Other (expense)/income, net   (603 )   68      
     Total other expense   (3,142 )   (3,121 )    
                 
Income before income taxes
  72,138     49,169   47%  
Income tax provision
  23,878     16,021      
          Net income
  48,260     33,148   46%  
                 
Earnings per common share:
               
    Basic $ 0.70   $ 0.45      
    Diluted $ 0.68   $ 0.44      
Weighted average common shares outstanding:
               
    Basic   68,565     73,313      
    Diluted   70,871     75,678      
 
 
 

 
TEMPUR-PEDIC INTERNATIONAL INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)

 
March 31,
 
December 31,
 
 
2011
 
2010
 
ASSETS
           
             
Current Assets:
           
    Cash and cash equivalents
$
59,360
 
$
53,623
 
    Accounts receivable, net
 
134,407
   
115,630
 
    Inventories
 
71,716
   
69,856
 
    Prepaid expenses and other current assets
 
22,932
   
18,646
 
    Deferred income taxes
 
12,903
   
13,725
 
Total Current Assets
 
301,318
   
271,480
 
    Property, plant and equipment, net
 
161,076
   
159,807
 
    Goodwill
 
213,212
   
212,468
 
    Other intangible assets, net
 
67,737
   
68,745
 
    Other non-current assets
 
3,169
   
3,503
 
Total Assets
$
746,512
 
$
716,003
 
             
LIABILITIES AND STOCKHOLDERS’ EQUITY
           
             
Current Liabilities:
           
    Accounts payable
$
65,332
 
$
48,288
 
    Accrued expenses and other current liabilities
 
81,275
   
85,469
 
    Income taxes payable
 
22,423
   
12,477
 
Total Current Liabilities
 
169,030
   
146,234
 
    Long-term debt
 
395,000
   
407,000
 
    Deferred income taxes
 
30,866
   
32,315
 
    Other non-current liabilities
 
4,434
   
4,421
 
Total Liabilities
 
599,330
   
589,970
 
Total Stockholders’ Equity
 
147,182
   
126,033
 
Total Liabilities and Stockholders’ Equity
$
746,512
 
$
716,003
 
 
 
 

 
TEMPUR-PEDIC INTERNATIONAL INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)

 
Three Months Ended
 
March 31,
   
2011
     
2010
 
CASH FLOWS FROM OPERATING ACTIVITIES:
             
    Net Income
$
48,260
   
$
33,148
 
    Adjustments to reconcile net income to net cash provided by operating activities:              
    Depreciation and amortization
 
8,341
     
7,585
 
    Amortization of stock-based compensation
 
2,729
     
2,411
 
    Amortization of deferred financing costs
 
173
     
173
 
    Bad debt expense
 
670
     
576
 
    Deferred income taxes
 
(962
)
   
1,776
 
    Foreign currency adjustments and other
 
(442
)
   
(844
)
    Changes in operating assets and liabilities
 
(3,044
)
   
(21,505
)
Net cash provided by operating activities
 
55,725
     
23,320
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
             
    Purchases of property, plant and equipment and other  
(5,044
)
   
(2,758
)
Net cash used by investing activities
 
(5,044
)
   
(2,758
)
               
CASH FLOWS FROM FINANCING ACTIVITIES:
             
    Proceeds from long-term revolving credit facility  
11,000
     
129,336
 
    Repayments of long-term revolving credit facility  
(23,000
)
   
(33,749
)
    Proceeds from issuance of common stock  
16,717
     
8,308
 
    Excess tax benefit from stock based compensation  
7,953
     
1,289
 
    Treasury shares repurchased  
(61,107
)
   
(100,000
)
Net cash (used) provided by financing activities
 
(48,437
)
   
5,184
 
               
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
 
3,493
     
(1,366
)
Increase in cash and cash equivalents
 
5,737
     
24,380
 
CASH AND CASH EQUIVALENTS, beginning of period
 
53,623
     
14,042
 
CASH AND CASH EQUIVALENTS, end of period
$
59,360
   
$
38,422
 
 
 
 

 
Summary of Channel Sales
 
The Company generates sales through four distribution channels: retail, direct, healthcare and third party.  The retail channel sells to furniture, specialty and department stores globally.  The direct channel sells directly to consumers and through company-owned stores.  The healthcare channel sells to hospitals, nursing homes, healthcare professionals and medical retailers.  The third party channel sells to distributors in countries where Tempur-Pedic International does not operate its own distribution company.

In our International segment certain of our subsidiaries sell directly through company-owned stores. Until recently these sales have been an immaterial amount and were reported through our Retail channel. In 2011, and consistent with our growth initiatives, we are reporting company-owned stores in the International segment within the Direct channel. Prior period amounts have been reclassified to conform to the 2011 presentation of Net sales, by channel and by segment. These changes do not affect previously reported International segment Net sales totals.

On April 1, 2010, the Company purchased its third party distributor in Canada. Accordingly, net sales in the Canadian market are reported in the appropriate channels within the North American segment. As Canada represented essentially all sales through the North American third party channel, the Company no longer reports third party sales in this segment.

The following table highlights net sales information, by channel and by segment:

(In thousands)
 
 
CONSOLIDATED
 
NORTH AMERICA
 
INTERNATIONAL
 
 
Three Months Ended
 
Three Months Ended
 
Three Months Ended
 
 
March 31,
 
March 31,
 
March 31,
 
 
2011
 
2010
 
2011
 
2010
 
2011
 
2010
 
Retail
$ 284,430   $ 211,899   $ 208,148   $ 143,217   $ 76,282   $ 68,682  
Direct
  23,190     17,455     17,960     14,555     5,230     2,900  
Healthcare
  8,997     9,898     2,895     3,438     6,102     6,460  
Third Party
  9,221     14,637         5,343     9,221     9,294  
  $ 325,838   $ 253,889   $ 229,003   $ 166,553   $ 96,835   $ 87,336  

Summary of Product Sales
 
The following table highlights net sales information, by product and by segment:

(In thousands)
 
 
CONSOLIDATED
 
NORTH AMERICA
 
INTERNATIONAL
 
 
Three Months Ended
 
Three Months Ended
 
Three Months Ended
 
 
March 31,
 
March 31,
 
March 31,
 
 
2011
 
2010
 
2011
 
2010
 
2011
 
2010
 
Mattresses
$ 217,336   $ 169,071   $ 159,445   $ 117,386   $ 57,891   $ 51,685  
Pillows
  34,712     30,746     17,589     14,129     17,123     16,617  
Other
  73,790     54,072     51,969     35,038     21,821     19,034  
  $ 325,838   $ 253,889   $ 229,003   $ 166,553   $ 96,835   $ 87,336  
 
 
 

 
TEMPUR-PEDIC INTERNATIONAL INC. AND SUBSIDIARIES
Reconciliation of Adjusted EBITDA to Net Income and Funded debt to Total debt
Non-GAAP Measures
(In thousands)

The Company provides information regarding Adjusted EBITDA and Funded debt which are not recognized terms under U.S. GAAP (Generally Accepted Accounting Principles) and do not purport to be alternatives to Net income as a measure of operating performance or Total debt. A reconciliation of Adjusted EBITDA to the Company’s Net income and a reconciliation of Funded debt to Total debt are provided below. Management believes that the use of Adjusted EBITDA and Funded debt provides investors with useful information with respect to the terms of the Company’s credit facility.

Reconciliation of Net income to Adjusted EBITDA
 
The following table sets forth the reconciliation of the Company’s reported Net income to the calculation of Adjusted EBITDA for each of the three months ended June 30, 2010, September 30, 2010, December 31, 2010 and March 31, 2011, as well as the twelve months ended March 31, 2011:
 
 
Three Months Ended
 
Twelve Months Ended
 
 
June 30, 2010
 
September 30, 2010
 
December 31, 2010
 
March 31, 2011
 
March 31, 2011
 
GAAP Net income
$ 33,506   $ 44,198   $ 46,292   $ 48,260   $ 172,256  
Plus:
                             
    Interest expense
  3,786     4,068     3,458     2,539     13,851  
    Income taxes
  16,485     19,324     21,890     23,878     81,577  
    Depreciation  & Amortization
  11,049     10,778     12,146     11,070     45,043  
    Other (1)
  202                 202  
Adjusted EBITDA
$ 65,028   $ 78,368   $ 83,786   $ 85,747   $ 312,929  

(1) Includes professional costs incurred in connection with the acquisition of the Company’s Canadian distributor, which closed on April 1, 2010. In accordance with the Company’s credit facility, this amount is excluded from the calculation of Adjusted EBITDA for purposes of calculating compliance with the ratio of Funded debt to Adjusted EBITDA.

Reconciliation of Funded debt to Total debt
 
The following table sets forth the reconciliation of the Company’s reported Total debt to the calculation of Funded debt as of March 31, 2011:
 
 
As of
 
 
March 31, 2011
 
GAAP basis Total debt
$ 395,000  
Plus:
     
    Letters of credit outstanding
  13,561  
Funded debt
$ 408,561  

Calculation of Funded debt to Adjusted EBITDA
 
 
As of
 
 
March 31, 2011
 
Funded debt
$ 408,561  
Adjusted EBITDA
  312,929  
 
1.31 times