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) July 19, 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):

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 July 19, 2007, Tempur-Pedic International Inc. issued a press release to announce its financial results for the second quarter ended June 30, 2007.  This press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

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
99.1
Press Release dated July 19, 2007, titled “Tempur-Pedic Reports Second Quarter Earnings”






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:  July 19, 2007 
   
  Tempur-Pedic International Inc.  
       
 
By:
/s/ H. Thomas Bryant  
    Name: H. Thomas Bryant  
    Title: President and Chief Executive Officer  
       

exhibit991.htm
 

 
TEMPUR-PEDIC REPORTS SECOND QUARTER EARNINGS
 
 
-  EPS Up 30% in Second Quarter
 
 
- Net Sales Up 18% in Second Quarter
 
 
- Announces New $200 Million Share Repurchase Authorization
 
 
- Company Raises Financial Guidance for 2007

LEXINGTON, KY, July 19, 2007– Tempur-Pedic International Inc. (NYSE: TPX), the leading manufacturer, marketer and distributor of premium mattresses and pillows worldwide, today announced financial results for the second quarter ended June 30, 2007. In addition, the Company increased full year 2007 financial guidance and announced a new share repurchase authorization.

SECOND QUARTER 2007 FINANCIAL SUMMARY
·  
Earnings per share (EPS) increased 30% to $0.39 per diluted share in the second quarter of 2007 as compared to $0.30 per diluted share in the second quarter of 2006.

·  
Net sales rose 18% to $257.6 million in the second quarter of 2007 from $219.0 million in the second quarter of 2006. Retail sales increased 22% worldwide. Domestic retail sales increased 23% and international retail sales increased 18%.

·  
Operating cash flow increased to $45.6 million in the second quarter of 2007 from $35.0 million in the second quarter of 2006. The increase was principally driven by net income growth. In addition, capital expenditures were $2.4 million in the second quarter of 2007 down from $9.3 million in the second quarter of 2006.

·  
The Company achieved growth across all products and both geographic segments. Worldwide mattress revenue increased 20%. Domestic mattress revenue increased 21% driven by 17% unit volume growth. Pillow sales rose 9% worldwide driven by unit volume growth of 10%. Domestic pillow unit volumes were especially strong, up 19%.

For the second quarter of 2007, the Company reported net income of $32.9 million as compared to $26.1 million in the second quarter of 2006. Net income results include stock-based compensation expense, which increased 122% to $1.6 million in the second quarter of 2007.

President and Chief Executive Officer H. Thomas Bryant commented, “Tempur-Pedic International delivered another quarter of excellent results, with growth across all products and geographic segments. Through the first half, we are pleased with our results and see abundant opportunities to continue to gain market share.”

“Our sales and marketing teams continue to deliver outstanding results. Account productivity is improving and distribution of our products is expanding quickly. Our new mattress models began shipping during the second quarter and continue to roll-out across our retail partner base. Importantly, our existing product line also gained additional floor space within our established accounts.

“The selective price increases we took in the first quarter have improved margins for both Tempur-Pedic and our retail partners. Late in the third quarter, we will increase the prices for our Deluxe and Classic models, once again improving margins for both Tempur-Pedic and retailers.

“Our operations team continues to deliver strong performance, with our Albuquerque manufacturing facility ramping up production of our U.S. mattress line. Across our operations, we continue to identify and execute on productivity initiatives driving cost savings and improved efficiencies. However, margins were modestly impacted during the second quarter by new floor models and start-up costs in Albuquerque.”


 
Current Share Repurchase Authorization Completed and Announces New Authorization
During the second quarter of 2007, the Company purchased 2.3 million shares of its common stock at an average price of $26.33 for a total cost of $60.8 million. From the commencement of the Company’s current repurchase program on January 25, 2007 through the end of the second quarter of 2007, the Company has purchased 3.8 million shares of its common stock for a total cost of $100.0 million, thereby completing its prior repurchase authorization.

The Company announced that the Board of Directors has authorized a new share repurchase of up to an incremental $200.0 million. Stock repurchases under this program may be made through open market transactions, negotiated purchases, or otherwise, at times and in such amounts as management and a committee of the Board deem appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, financing and regulatory requirements and other market conditions. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. This share repurchase program may be limited, suspended or terminated at any time without prior notice.

Chief Financial Officer Dale Williams stated, “The strength of Tempur-Pedic’s cash flow generation capabilities has been proven over a long period of time and with the recent completion of our third factory, we do not anticipate significant new capital expenditures over the next several years. As a result, we expect strong cash flow growth going forward. With this backdrop, we aggressively repurchased shares in the second quarter thereby completing our existing authorization. As we continue to view stock repurchases as an excellent means to return value to shareholders, we are pleased the Board has authorized a new buyback."

Tax Rate
As a result of recent reductions in statutory tax rates and updated expectations for geographic income mix, the Company currently anticipates its on-going effective tax rate for 2007 will be 34.5% as compared to prior guidance of 36%.

2007 Financial Guidance
Given the Company’s strong performance through the first half of 2007 and its continued positive outlook for the year, the Company is increasing 2007 full year financial guidance. The Company now expects net sales for 2007 to range from $1.065 billion to $1.085 billion, rather than $1.040 billion to $1.070 billion. This guidance reflects an increase of 13% to 15% compared to 2006 net sales of $945.0 million. The Company currently expects diluted earnings per share for 2007 to range from $1.63 to $1.66 compared to its previous guidance of $1.54 to $1.58. This guidance reflects an increase of 27% to 30% compared to 2006 EPS of $1.28. This guidance reflects incremental earnings resulting from increased sales expectations, shares repurchased through June 30, 2007, interest on associated borrowings and a lower full year tax rate. This guidance does not take into account the anticipated effect of any additional share repurchases.

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.

Bryant concluded, “Over the long term, we expect to continue to gain market share as we lead the technology shift away from innersprings and ultimately reach our goal of becoming the worldwide bedding leader.”

Conference Call Information
Tempur-Pedic International will host a live conference call with President and Chief Executive Officer H. Thomas Bryant and Chief Financial Officer Dale Williams to discuss financial results today, July 19, 2007 at 5:00 p.m. Eastern Time. The dial-in number for the conference call is 866-203-3436, participant code: TEMPUR (836787). The call is also being webcast and can be accessed on the investor relations section of the Company’s website, www.tempurpedic.com.

For those who cannot listen to the live broadcast, a replay of the call will be available from July 19, 2007 at 8:00 p.m. Eastern Time through July 26, 2007.  To listen to the telephone replay, dial 888-286-8010, participant code: 98144034. An archived webcast will also be available on the investor relations section of the Company’s website, www.tempurpedic.com.


 
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. All forward-looking statements, including without limitation, statements relating to expectations regarding market share expansion and account productivity improvement, the ramp-up of the Albuquerque facility, impact of initiatives to accelerate growth, maintain costs and improve manufacturing productivity, the rollout and market acceptance of new products, expectations regarding the Company’s corporate tax rate, net sales and earnings per share for 2007 and growth in the Company’s cash flow, and the Company’s goal of becoming the worldwide bedding leader, 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 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 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; changes in foreign tax rates: 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® pressure-relieving material. It is the worldwide leader in premium sleep, the fastest growing segment of the estimated $13 billion global mattress market. 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 70 countries under the TEMPUR® and Tempur-Pedic® 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
Vice President, Investor Relations and Financial Planning & Analysis
800-805-3635

Media Contact:
John Moore
Edelman
404-832-6352




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

   
Three Months Ended
           
Six Months Ended
       
   
June 30,
           
June 30,
       
   
2007
   
2006
   
Chg %
     
2007
   
2006
   
Chg % 
Net sales
  $
257,642
    $
218,962
      18 %     $
523,674
    $
447,548
      17 %
Cost of sales
   
133,073
     
112,446
               
271,446
     
229,778
         
Gross profit
   
124,569
     
106,516
      17 %      
252,228
     
217,770
      16 %
Selling and marketing expenses
   
47,320
     
40,511
               
95,800
     
85,403
         
General and administrative expenses
   
20,559
     
17,829
               
44,869
     
36,286
         
Research and development expenses
   
1,560
     
951
               
2,675
     
1,791
         
Operating income
   
55,130
     
47,225
      17 %      
108,884
     
94,290
      15 %
 
Other income (expense), net:
                                                 
Interest expense, net
    (6,272 )     (6,217 )               (13,133 )     (10,674 )        
Loss on extinguishment of debt
    (126 )    
                (126 )    
         
Other income (expense), net
    (88 )     (18 )               (377 )    
41
         
Total other expense
    (6,486 )     (6,235 )               (13,636 )     (10,633 )        
Income before income taxes
   
48,644
     
40,990
      19 %      
95,248
     
83,657
      14 %
Income tax provision
   
15,713
     
14,878
               
32,537
     
30,652
         
 
Net income
  $
32,931
    $
26,112
      26 %     $
62,711
    $
53,005
      18 %
Earnings per share:
                                                 
Basic
  $
0.40
    $
0.31
              $
0.75
    $
0.61
         
Diluted
  $
0.39
    $
0.30
              $
0.74
    $
0.59
         
Weighted average shares outstanding:
                                                 
Basic
   
82,963
     
84,377
               
83,452
     
86,848
         
Diluted
   
84,222
     
87,460
               
85,041
     
90,246
         

 


 

TEMPUR-PEDIC INTERNATIONAL INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except per share amounts)

   
June 30,
   
December 31,
       
   
2007
   
2006
   
Chg %
 
ASSETS
                 
 
Current Assets:
                 
     Cash and cash equivalents
  $
24,832
    $
15,788
       
     Accounts receivable, net
   
141,800
     
142,059
       
     Inventories
   
77,434
     
61,736
       
     Prepaid expenses and other current assets
   
13,098
     
8,002
       
     Income taxes receivable
   
     
588
       
     Deferred income taxes
   
9,721
     
9,383
       
Total Current Assets
   
266,885
     
237,556
      12 %
     Property, plant and equipment, net
   
207,239
     
215,428
         
     Goodwill
   
198,287
     
198,207
         
     Other intangible assets, net
   
69,829
     
70,826
         
     Deferred financing and other non-current assets, net
   
3,982
     
3,649
         
 
Total Assets
  $
746,222
    $
725,666
      3 %
LIABILITIES AND STOCKHOLDERS’ EQUITY
                       
 
Current Liabilities:
                       
     Accounts payable
  $
48,223
    $
51,220
         
     Accrued expenses and other
   
68,594
     
61,050
         
     Income taxes payable
   
4,984
     
         
     Current portion of long-term debt
   
266
     
19,497
         
Total Current Liabilities
   
122,067
     
131,767
      (7 %)
     Long-term debt
   
401,365
     
341,635
         
     Deferred income taxes
   
37,579
     
38,536
         
     Other non-current liabilities
   
318
     
380
         
Total Liabilities
   
561,329
     
512,318
      10 %
 
Stockholders’ Equity:
                       
Common stock, $.01 par value; 300,000 shares authorized; 99,215 shares issued as of June 30, 2007
      and December 31, 2006
   
992
     
992
         
Additional paid in capital
   
277,517
     
264,709
         
Retained earnings
   
175,271
     
140,608
         
Accumulated other comprehensive income
   
5,907
     
3,992
         
Treasury stock, at cost; 17,714 and 15,993 shares as of June 30, 2007 and December 31, 2006, respectively
    (274,794 )     (196,953 )        
Total Stockholders’ Equity
   
184,893
     
213,348
      (13 %)
Total Liabilities and Stockholders’ Equity
  $
746,222
    $
725,666
      3 %




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

   
Six Months Ended
       
   
June 30,
       
   
2007
   
2006
   
Chg % 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net income
  $
62,711
    $
53,005
       
Adjustments to reconcile net income to net cash provided by operating activities:
                     
          Depreciation and amortization
   
16,870
     
12,373
       
          Amortization of deferred financing costs
   
541
     
820
       
          Loss on extinguishment of debt
   
126
     
       
          Amortization of stock-based compensation
   
3,380
     
1,504
       
          Allowance for doubtful accounts
   
3,508
     
1,491
       
          Deferred income taxes
    (1,426 )     (2,411 )      
          Foreign currency adjustments
   
535
     
274
       
          Loss on sale of equipment and other
    (37 )    
288
       
          Changes in operating assets and liabilities:
                     
               Accounts receivable
    (1,298 )     (9,516 )      
               Inventories
    (14,509 )    
10,871
       
               Prepaid expenses and other current assets
    (4,582 )    
72
       
               Accounts payable
    (3,445 )    
5,223
       
               Accrued expenses and other
   
6,243
     
583
       
               Income taxes
   
14,900
     
17,073
       
                 Excess tax benefit from stock based compensation
    (9,333 )     (5,140 )      
Net cash provided by operating activities
   
74,184
     
86,510
      (14 %)
 
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Payments for trademarks and other intellectual property
    (461 )     (503 )        
Purchases of property, plant and equipment
    (4,833 )     (18,561 )        
Acquisition of business
    (969 )    
         
Proceeds from sale of equipment
   
52
     
31
         
Net cash used by investing activities
    (6,211 )     (19,033 )     67 %
 
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from long-term revolving credit facility
   
148,102
     
133,500
         
Repayments of long-term revolving credit facility
    (75,806 )     (13,000 )        
Repayments of long-term debt
    (45,637 )     (52,873 )        
Proceeds from issuance of Series A Industrial Revenue Bonds
   
15,380
     
         
Repayment of Series A Industrial Revenue Bonds
    (3,840 )     (1,920 )        
Common stock issued, including reissuances of treasury stock
   
5,573
     
2,851
         
Excess tax benefit from stock based compensation
   
9,333
     
5,140
         
     Treasury stock repurchased
    (100,000 )     (144,000 )        
     Dividend paid to stockholders
    (11,753 )    
         
Payments for deferred financing costs
    (1,269 )     (702 )        
Net cash used by financing activities
    (59,917 )     (71,004 )     16 %
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH
   
988
     
1,484
         
Increase/(Decrease) in cash and cash equivalents
   
9,044
      (2,043 )        
CASH AND CASH EQUIVALENTS, beginning of period
   
15,788
     
17,855
         
CASH AND CASH EQUIVALENTS, end of period
  $
24,832
    $
15,812
      57 %
 
 


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.  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.

The following table highlights net sales information, by channel and by segment, for the second quarter of 2007 compared to 2006:

($ in thousands)
 
   
CONSOLIDATED
   
DOMESTIC
   
INTERNATIONAL
 
   
Three Months Ended
   
Three Months Ended
   
Three Months Ended
 
   
June 30,
   
June 30,
   
June 30,
 
   
2007
   
2006
   
2007
   
2006
   
2007
   
2006
 
By Sales Channel
                                   
Retail
  $
210,941
    $
173,351
    $
145,039
    $
117,634
    $
65,902
    $
55,717
 
Direct
   
20,987
     
20,353
     
18,345
     
18,125
     
2,642
     
2,228
 
Healthcare
   
11,306
     
10,204
     
3,434
     
2,924
     
7,872
     
7,280
 
Third Party
   
14,408
     
15,054
     
3,828
     
3,983
     
10,580
     
11,071
 
Total
  $
257,642
    $
218,962
    $
170,646
    $
142,666
    $
86,996
    $
76,296
 

Summary of Product Sales
A summary of net sales by product is reported below:

($ in thousands)
 
   
CONSOLIDATED
   
DOMESTIC
   
INTERNATIONAL
 
   
Three Months Ended
   
Three Months Ended
   
Three Months Ended
 
   
June 30,
   
June 30,
   
June 30,
 
   
2007
   
2006
   
2007
   
2006
   
2007
   
2006
 
Net Sales
                                   
Mattresses
  $
179,568
    $
149,870
    $
126,968
    $
105,149
    $
52,600
    $
44,721
 
Pillows
   
31,799
     
29,050
     
14,601
     
12,625
     
17,198
     
16,425
 
Other
   
46,275
     
40,042
     
29,077
     
24,892
     
17,198
     
15,150
 
Total
  $
257,642
    $
218,962
    $
170,646
    $
142,666
    $
86,996
    $
76,296