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) March 12, 2007
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure |
Attached as Exhibit 99.1 to this report and furnished under this Item 7.01 are copies of slides used in investor presentations by Tempur-Pedic International Inc.
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 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit | Description | |
| 99.1 | Tempur-Pedic International Inc. March 2007 Investor Presentation | |
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.
Date: March 12, 2007
| Tempur-Pedic International Inc. | ||||
| By: | /s/ H. Thomas Bryant | |||
| Name: | H. Thomas Bryant | |||
| Title: | President and Chief Executive Officer | |||
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Tempur-Pedic International Inc. March 2007 Investor Presentation | |
 Investor
Presentation March 2007 Exhibit 99.1 |
 Forward-Looking Statements Forward-Looking Statements This presentation may contain “forward-looking statements” which include information concerning the Company’s plans, objectives, goals, strategies, future revenues or performance, capital expenditures,
financing needs and other information that is not historical information. When used in this presentation, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” and variations of such words or similar expressions are intended to identify
forward-looking statements. All forward-looking statements,
including without limitation, the Company’s expectations regarding increasing slots per store, growing brand awareness, strong cash flow generation, unit share opportunities, new consumer segments, and new retail accounts, 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 presentation. 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 and industry conditions and consumer confidence; 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 US retail furniture channel, including the timing of opening or expanding within large retail accounts; the
Company’s ability to address issues in certain underperforming
international markets; the Company’s ability to continuously improve its product line, maintain efficient, timely and cost-effective production and delivery of its products, and manage its
growth; rising commodity costs; the Company’s ability to protect and
maintain its intellectual property; the Company’s ability to respond to regulatory requirements; the Company’s ability to retain members of its senior management team; the effects of
increased interest rates; the effects of labor relations on business
operations and costs; the effects of increased product return rates or a reduction in warranty reserves; the market price for the Company’s common stock prevailing from time to time; and the
nature of other investment opportunities presented to the Company from time
to time. 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. |
 Tom
Bryant President & CEO |
 Worldwide
leader in Specialty Sleep, the fastest growing segment of the ~$12 billion wholesale mattress market Global sales under the “TEMPUR®” and “Tempur-Pedic®” trademarks in >70 countries Leading producer of premium mattresses and pillows Products provide greater overall comfort and better quality sleep Overview |
 Seasoned
Management Team Top 5 Officers Have ~130 Years Managing Large International
Businesses Consumer Name Position Prior Experience Products Inter'l Tom Bryant CEO & President CEO, Stairmaster Sports & Medical Products President, Dunlop Maxfli Johnson & Johnson Dale Williams CFO CFO, Honeywell Control Products CFO, Saga Systems CFO, GE Information Services Matt Clift EVP, Operations VP/GM Lexmark International Lexmark/IBM Rick Anderson EVP, North America VP, Gillette Gillette/P&G David Montgomery EVP, International President, Rubbermaid Europe VP, Black & Decker Europe, Middle East, Africa Prior Experience |
 Pressure &
Pain Management Open Cell Technology Body Conforming & Support Safe and Healthy Maintenance Free Tempur-Pedic Swedish Sleep System |
 Vertically
Integrated |
 Global,
vertically integrated manufacturer Highly automated, ISO- certified plants World’s largest mattress manufacturing facility Denmark (500K sq ft) Duffield, VA (500K sq ft) Albuquerque, NM (800K sq ft) Manufacturing Facilities |
 Sleep In The
News |
 Don’t lose sleep buying the perfect mattress –By Janice Lieberman “Companies try to help workers sleep more” Sleep, Snoring and the Blues –By SANJAY GUPTA Sleep Deprivation: New Concerns; Four More Studies Show It Harms Health Who Needs Sleep? When the gods of sleep have deserted you “Sleep for longer if you want to stay healthy” Not getting enough sleep can make you fat –By Madelyn Fernstrom, Ph.D., CNS Sleep In The News |
 U.S. Sleep Aid
Industry Estimated At >$3B/yr and Growing! Note: Note: U.S. U.S. Sleep Sleep Aid Aid Industry Industry annual annual market market size size estimate estimate based based on on management management estimates estimates and and publicly publicly available available industry industry estimates estimates for for prescription prescription and and over-the-counter over-the-counter -the-counter the-counter -counter counter sleep sleep aids. aids. . Tempur-Pedic is not associated and is not affiliated with any of the entities
displayed above. Sleep In The News |
 Better Mattress
… Better Sleep! “Sleep In The News” Is Fueling Consumer Interest And Involvement In Sleep Related Products And Categories Impact On All Consumers, But Especially The 77 Million Baby-Boomers 47% of Americans Surveyed Said They Now Believe A Mattress Is The Best Investment They Can Make To Improve Their Health And Wellness 1 ___________________________ 1. Source: International Sleep Products Association |
 Brand
Building |
 > 80
million “impressions” > 80 million “impressions” per month per month > 600 million “impressions” > 600 million “impressions” per month per month Includes national spots on such shows as: The Includes national spots on such shows as: The Radio Factor with Bill O’Reilly, Westwood One, Radio Factor with Bill O’Reilly, Westwood One, Dr. Laura Dr. Laura > 900 million “impressions” > 900 million “impressions” per month per month > 2.8 billion “impressions” > 2.8 billion “impressions” per month per month High profile events: Oscar’s, Emmy’s, Grammy’s High profile events: Oscar’s, Emmy’s, Grammy’s Newspapers Television Radio Magazines Cost Effective Advertising Advertising drives >4.3 billion “impressions” per month |
 Continue to
Build Global Brand Total Brand Awareness: 78% up from 60% in two years ___________________________ Note: Total brand awareness for mattresses based on study commissioned by
Tempur-Pedic and completed in the first quarter of each year. |
 New
Products BellaSonna Bed • Queen Mattress SRP: $4,099 SymphonyBed • Queen Mattress SRP: $1,399 |
 Source: Independent survey commissioned by Tempur-Pedic ~95% Tempur-Pedic® consumers recommend the product ~65% of consumers recommended Tempur-Pedic up to 5 times 42% of consumers report someone purchased a Tempur-Pedic mattress as a result of their recommendation Consumer Passion 95% 65% 18% 17% 42% 0% 20% 40% 60% 80% 100% Recommend Tempur-Pedic 1-5 times 6-10 times 11+ times Purchase resulted from recommendation |
 Dale
Williams CFO |
 $116.8 $156.0 $268.2 $433.3 $566.5 $651.9 $0 $50 $100 $150 $200 $250 $300 $350 $400 $450 $500 $550 $600 $650 $700 2004 2004 Mattresses Key Growth Driver Mattress Revenues 2001 2001 2002 2002 2003 2003 Established Accounts + Targeted New Stores New products Increasing slots per store High volume per slot Excellent profit for retailers Growing brand awareness ($ in millions) 2005 2005 2006 2006 ___________________________ 1. For a complete discussion of the Company’s financial performance for 2006, please
refer to the Management’s Discussion and Analysis section of the
Company’s Form 10K for 2006. |
 Historical Net Sales Historical Operating Income (1) Growing Net Sales and Profits $221.5 $298.0 $479.1 $684.9 $836.7 $945.0 $0 $100 $200 $300 $400 $500 $600 $700 $800 $900 $1,000 Net Sales ($ in millions) $30.4 $39.4 $97.1 $151.0 $190.9 $209.3 $0 $50 $100 $150 $200 Operating Income ($ in millions) 2001 2001 2002 2002 2003 2003 2004 2004 2005 2005 2006 2006 2001 2001 2002 2002 2003 2003 2004 2004 2005 2005 2006 2006 ___________________________ 1. For a complete discussion of the Company’s financial performance for 2006, please
refer to the Management’s Discussion and Analysis section of the
Company’s Form 10K for 2006. |
 $19.7 $35.1 $47.0 $77.0 $102.2 $165.8 $0 $20 $40 $60 $80 $100 $120 $140 $160 Operating Cash Flows ($ in millions) 2001 2001 2002 2002 2003 2003 2004 2004 2005 2005 2006 2006 Cash Flows From Operations ___________________________ 1. For a complete discussion of the Company’s financial performance for 2006, please
refer to the Management’s Discussion and Analysis section of the
Company’s Form 10K for 2006. Strong cash flow dynamics Low on-going capital expenditures |
 $35.2 $11.1 $32.6 $38.4 $84.9 $37.2 $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 Capital Expenditures Recently completed major capital investments Free Cash Flow opportunities in ’07 and beyond ($ in millions) 2001 2001 2002 2002 2003 2003 2004 2004 2005 2005 2006 2006 Capital Expenditures ___________________________ 1. For a complete discussion of the Company’s financial performance for 2006, please
refer to the Management’s Discussion and Analysis section of the
Company’s Form 10K for 2006. |
 Significant
Unit Share Opportunity Only represent ~2.1% of U.S. mattress units (‘06 est.)
Slots Very Low Versus % of Retail Sales Gaining “slots” with new models, key price points Adding new comfort/feel/technologies (e.g.: T-Flex, TEMPUR HD) Expanding Brand
Awareness Targeting Key New Consumer Segments BellaSonna “Traditionalist” consumers Selectively Adding New Retail Accounts Market Share Opportunities |
 Investment Highlights #1 In The Fast Growing Viscoelastic Market . #1 In The Fast Growing Premium Mattress Market #1 In The Premium Pillow Market #1 In International Operations of U.S. Bedding Manufacturers #1 In The Industry For Profitability #1 In U.S. Consumer Referrals for Mattresses 4 #1 In Retail Sales And Profit Per Sq Ft 4 ___________________________ 1. Based on net sales, including management’s estimates of sales by companies that do
not publicly report sales of viscoelastic mattresses and pillows, premium
mattress and premium pillows. 2. Based on total company-owned foreign operations by U.S. based bedding manufacturers,
including management’s estimates for companies that do not publicly
report such information. 3. Based on total net income for all publicly reporting US mattress manufacturers. 4. Based on independent survey(s) commissioned by Tempur-Pedic® and management estimates. |
 24 Investor Presentation March 2007 |