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) January 24, 2008

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 January 24, 2008, Tempur-Pedic International Inc. (“the Company”) issued a press release to announce its financial results for the fourth quarter, ended December 31, 2007, and the full year, ended December 31, 2007. The Company also provided an update on its existing share repurchase program, and issued full year 2008 guidance for net sales and earnings per share. A copy of 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 January 24, 2008 titled “Tempur-Pedic Reports Fourth Quarter and Full Year 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:  January 24, 2008 
   
  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
Press Release dated January 24, 2008, entitled “Tempur-Pedic Reports Fourth Quarter Earnings”

exhibit991.htm

 
Graphic

 
TEMPUR-PEDIC REPORTS FOURTH QUARTER AND FULL YEAR EARNINGS
 
 
- Net Sales Up 13% in Fourth Quarter
 
 
- Full Year Net Sales Exceed $1.1 Billion

LEXINGTON, KY, January 24, 2008– Tempur-Pedic International Inc. (NYSE: TPX), the leading manufacturer, marketer and distributor of premium mattresses and pillows worldwide, today announced financial results for the fourth quarter and year ended December 31, 2007. The Company also announced financial guidance for 2008.

FOURTH QUARTER 2007 FINANCIAL SUMMARY
·  
Earnings per share (EPS) increased to $0.52 per diluted share in the fourth quarter of 2007 as compared to $0.36 per diluted share in the fourth quarter of 2006. EPS in the fourth quarter of 2006 was reduced by a $10.7 million pre-tax charge to income for a loss on extinguishment of debt.

·  
Net sales rose 13% to $289.0 million in the fourth quarter of 2007 from $256.6 million in the fourth quarter of 2006. Retail sales increased 17% worldwide.

·  
The Company achieved net sales growth across all product lines both domestically and abroad. Worldwide mattress revenue increased 14%.

FULL YEAR 2007 FINANCIAL SUMMARY
·  
EPS was $1.74 per diluted share for the full year 2007 as compared to $1.28 per diluted share for the full year 2006, an increase of 36%.

·  
Net sales for the full year 2007 totaled $1.107 billion, 17% higher than net sales for the full year 2006. Retail channel sales worldwide increased 21%.

The Company reported net income of $141.5 million for the full year 2007 as compared to $112.3 million in the full year 2006. Net income results include stock-based compensation expense, which increased 76% to $6.7 million in 2007 as compared to $3.8 million in 2006. In addition, net income results in 2007 reflect a one-time favorable tax rate reduction related to the elimination of certain valuation allowances for net operating loss carry forwards in two foreign tax jurisdictions.

President and Chief Executive Officer H. Thomas Bryant commented, “Tempur-Pedic achieved outstanding results in 2007 and we are pleased that we exceeded the goals we established at the beginning of the year. The company delivered growth across all product lines both domestically and abroad. In the retail channel, we substantially improved account productivity while expanding floor space. We introduced several new products around the world, which have been received very positively. And, most important to our long term objectives, we improved brand awareness, increased market share and expanded capacity by opening the world’s largest mattress factory. In addition, we maintained the profitability of the business while absorbing the increased cost of starting up our Albuquerque manufacturing facility.

“In the fourth quarter, despite a slowing macro environment, Tempur-Pedic achieved double digit retail sales growth driven by solid mattress sales growth. Gross profit margin trended to the highest quarterly level of the year, although channel and product mix modestly impacted it relative to our prior expectations.

“We approach 2008 with confidence, yet a degree of caution as a result of the uncertainty in the U.S. economy. Given this uncertainty, we believe it is prudent to plan more conservatively in terms of 2008 sales growth. However, as noted before, we strongly believe the mattress industry is in the early stages of a long-term shift away from innersprings to specialty bedding. In addition, while Tempur-Pedic is already the industry leader for profitability, we remain focused on our goal of ultimately becoming the worldwide bedding leader in terms of both sales and profitability.

“In 2008, our aim is to build on the progress made in 2007. We will continue our efforts to expand market share around the world driven by growing brand awareness. We plan to accomplish this by continuing to implement our advertising campaign in the U.S. and introduce it into international markets. We will also focus on expanding floor space as this is a key driver of market share.

“In addition, we believe expanding product offerings will help Tempur-Pedic continue to substantially outperform the industry. We are planning to unveil several new mattresses and pillows around the world during 2008. For example, next week, we will introduce a new mattress model in the U.S., The AlluraBed by Tempur-Pedic™. This model, featuring a very luxurious pillow-top made from our world renowned TEMPUR-HD™, will have a suggested retail price point of $3,999 for a queen size mattress.

“From an operational perspective, we have several initiatives underway to continue improving productivity and drive margin gains. These initiatives cross all areas of our company including manufacturing, distribution, and sourcing as well as staying lean in terms of operational expenses. As a result, we anticipate expanding operating leverage will help drive earnings per share growth.

Bryant concluded, “We enter 2008 with a solid operating and financial position. We have a diverse business model and a growing assortment of compelling products. Because our products are sold in over 70 countries, our financial performance is geographically diverse. Our go-to-market strategy of building brand awareness and focusing on premium price points has proven to be a significant competitive advantage. We are focused on long term growth opportunities and will continue to invest in new products, new markets, and research and development. In summary, we are very confident in our long term prospects and look forward to what we expect will be a very successful new year.”

Share Repurchase Program
During the fourth quarter of 2007, the Company purchased 0.7 million shares of its common stock for a total cost of $19.9 million. Under its existing share repurchase authorization, the Company has $280.1 million available for repurchase.

2008 Financial Guidance
The Company issued full year 2008 guidance for net sales and earnings per share. It currently expects net sales for 2008 to range from $1.195 billion to $1.250 billion, an increase of 8% to 13% over 2007. It currently expects EPS for 2008 to range from $2.03 to $2.20 per diluted share. This guidance reflects an increase of 17% to 26% compared to 2007 EPS of $1.74 per diluted share. The Company’s earnings guidance reflects the Company’s traditional practice of incurring heavier marketing expenditures as a percentage of sales in the first quarter of each year. The Company also 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.

This guidance does not take into account the anticipated effect of any additional share repurchases.

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, January 24, 2008 at 5:00 p.m. Eastern Time. The dial-in number for the conference call is 877-675-4749. 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 telephone replay of the call will be available from January 24, 2008at 8:00 p.m. Eastern Time through January 31, 2008. To listen to the replay, dial 888-203-1112, participant code 1191674.
 
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 the Company’s goal of becoming the worldwide bedding leader, its plans to grow brand awareness, roll out the Company’s new advertising campaign, expand floor space and introduce new products, initiatives to continue improving productivity and drive margin gains and earnings per share growth, and net sales and earnings per share for 2008, 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, particularly in the retail sector, as well as 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 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® pressure-relieving material.It is the worldwide leader in premiumsleep, 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 headquartersfor 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


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

 
Three Months Ended
     
Twelve Months Ended
   
 
December 31,
     
December 31,
   
   
2007
   
2006
 
Chg %
   
2007
     
2006
 
Chg %
Net sales
$
288,954
 
$
256,580
 
13%
 
$
1,106,722
   
$
945,045
 
17%
Cost of sales
 
147,966
   
129,835
       
571,896
     
484,507
   
Gross profit
 
140,988
   
126,745
 
11%
   
534,826
     
460,538
 
16%
Selling and marketing expenses
 
48,944
   
44,557
       
193,574
     
171,787
   
General and administrative expenses
 
22,715
   
20,197
       
91,212
     
75,718
   
Research and development expenses
 
1,648
   
697
       
5,926
     
3,728
   
Operating income
 
67,681
   
61,294
 
10%
   
244,114
     
209,305
 
17%
                                 
Other expense, net:
                               
Interest expense, net
 
(9,090
)
 
(6,518
)
     
(30,484
)
   
(23,920
)
 
Loss on extinguishment of debt
 
   
(10,722
)
     
(126
)
   
(10,722
)
 
Other income (expense), net
 
(220
)
 
244
       
(630
)
   
102
   
Total other expense
 
(9,310
)
 
(16,996
)
     
(31,240
)
   
(34,540
)
 
Income before income taxes
 
58,371
   
44,298
 
32%
   
212,874
     
174,765
 
22%
Income tax provision
 
18,441
   
13,844
       
71,415
     
62,443
   
Net income
$
39,930
 
$
30,454
 
31%
 
$
141,459
   
$
112,322
 
26%
                                 
Earnings per share:
                               
Basic
$
0.53
 
$
0.37
     
$
1.77
   
$
1.32
   
Diluted
$
0.52
 
$
0.36
     
$
1.74
   
$
1.28
   
Weighted average shares outstanding:
                               
Basic
 
74,815
   
83,110
       
79,831
     
84,922
   
Diluted
 
76,190
   
85,653
       
81,256
     
87,530
   





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

 
December 31,
 
December 31,
     
 
2007
 
2006
 
Chg %
 
ASSETS
                   
                     
Current Assets:
                   
     Cash and cash equivalents
$
33,315
   
$
15,788
       
     Accounts receivable, net
 
163,730
     
142,059
       
     Inventories
 
106,533
     
61,736
       
     Prepaid expenses and other current assets
 
11,133
     
8,002
       
     Income taxes receivable
 
     
588
       
     Deferred income taxes
 
11,924
     
9,383
       
Total Current Assets
 
326,635
     
237,556
   
37%
 
     Property, plant and equipment, net
 
208,370
     
215,428
       
     Goodwill
 
198,286
     
198,207
       
     Other intangible assets, net
 
68,755
     
70,826
       
     Deferred financing costs and other non-current assets, net
 
4,386
     
3,649
       
Total Assets
$
806,432
   
$
725,666
   
11%
 
                     
LIABILITIES AND STOCKHOLDERS’ EQUITY
                   
                     
Current Liabilities:
                   
     Accounts payable
$
56,206
   
$
51,220
       
     Accrued expenses and other
 
66,080
     
61,050
       
     Income taxes payable
 
4,060
     
       
     Current portion of long-term debt
 
288
     
19,497
       
Total Current Liabilities
 
126,634
     
131,767
   
(4%
)
     Long-term debt
 
601,756
     
341,635
       
     Deferred income taxes
 
29,645
     
38,536
       
     Other non-current liabilities
 
259
     
380
       
Total Liabilities
 
758,294
     
512,318
   
48%
 
                     
Stockholders’ Equity:
                   
Common stock, $.01 par value; 300,000 shares
authorized; 99,215 shares issued as of December 31, 2007 and December 31, 2006
 
992
     
992
       
Additional paid in capital
 
283,564
     
264,709
       
Retained earnings
 
241,812
     
140,608
       
Accumulated other comprehensive income
 
13,550
     
3,992
       
Treasury stock, at cost; 24,681 and 15,993 shares as of December 31, 2007 and December 31, 2006, respectively
 
(491,780
)
   
(196,953
)
     
Total Stockholders’ Equity
 
48,138
     
213,348
   
(77%
)
Total Liabilities and Stockholders’ Equity
$
806,432
   
$
725,666
   
11%
 





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

 
Twelve Months Ended
     
 
December 31,
     
   
2007
     
2006
   
Chg %
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                   
Net income
$
141,459
   
$
112,322
       
Adjustments to reconcile net income to net cash provided by operating activities:
                   
          Depreciation and amortization
 
33,414
     
24,828
       
          Amortization of deferred financing costs
 
903
     
1,868
       
          Loss on extinguishment of debt
 
126
     
10,722
       
          Amortization of stock-based compensation
 
6,728
     
3,848
       
          Provision for doubtful accounts
 
5,997
     
3,464
       
          Deferred income taxes
 
(8,961
)
   
(3,828
)
     
          Foreign currency adjustments
 
423
     
40
       
          Loss on sale of equipment and other
 
324
     
488
       
          Changes in operating assets and liabilities:
                   
               Accounts receivable
 
(20,536
)
   
(27,608
)
     
               Inventories
 
(38,216
)
   
21,284
       
               Prepaid expenses and other current assets
 
(3,226
)
   
3,327
       
               Accounts payable
 
1,861
     
12,253
       
               Accrued expenses and other
 
3,532
     
4,066
       
               Income taxes
 
13,606
     
6,434
       
                 Excess tax benefit from stock based compensation
 
(11,073
)
   
(7,693
)
     
Net cash provided by operating activities
 
126,361
     
165,815
   
(24%
)
                     
CASH FLOWS FROM INVESTING ACTIVITIES:
                   
Payments for trademarks and other intellectual property
 
(1,057
)
   
(936
)
     
Purchases of property, plant and equipment
 
(16,149
)
   
(37,211
)
     
Acquisition of businesses
 
(5,805
)
   
       
Proceeds from sale of equipment
 
140
     
286
       
Net cash used by investing activities
 
(22,871
)
   
(37,861
)
 
40%
 
                     
CASH FLOWS FROM FINANCING ACTIVITIES:
                   
Proceeds from long-term revolving credit facility
 
420,547
     
277,772
       
Repayments of long-term revolving credit facility
 
(146,293
)
   
(92,500
)
     
Repayments of long-term debt
 
(45,488
)
   
(73,329
)
     
Proceeds from issuance of Series A Industrial Revenue Bonds
 
15,380
     
       
Repayment of Series A Industrial Revenue Bonds
 
(5,760
)
   
(5,760
)
     
      Repayments of Senior Subordinated Notes
 
     
(97,500
)
     
      Redemption premium on Senior Subordinated Notes
 
     
(7,620
)
     
Excess tax benefit from stock based compensation
 
11,073
     
7,693
       
      Common stock issued, including reissuances of Treasury stock
 
8,175
     
4,045
       
      Treasury stock purchased
 
(319,884
)
   
(144,000
)
     
Dividend paid to stockholders
 
(23,811
)
   
       
Payments for deferred financing costs
 
(1,581
)
   
(1,277
)
     
Net cash used by financing activities
 
(87,642
)
   
(132,476
)
 
34%
 
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH
 
1,679
     
2,455
       
Increase/(Decrease) in cash and cash equivalents
 
17,527
     
(2,067
)
     
CASH AND CASH EQUIVALENTS, beginning of year
 
15,788
     
17,855
       
CASH AND CASH EQUIVALENTS, end of year
$
33,315
   
$
15,788
   
111%
 



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 fourth quarter of 2007 compared to 2006:

($ in thousands)
 
 
CONSOLIDATED
 
DOMESTIC
 
INTERNATIONAL
 
 
Three Months Ended
 
Three Months Ended
 
Three Months Ended
 
 
December 31,
 
December 31,
 
December 31,
 
 
2007
 
2006
 
2007
 
2006
 
2007
 
2006
 
By Sales Channel
                                   
Retail
  $ 238,556     $ 204,334     $ 153,498     $ 135,169     $ 85,058     $ 69,165  
Direct
    18,996       22,530       16,084       19,418       2,912       3,112  
Healthcare
    15,434       13,376       4,897       3,522       10,537       9,854  
Third Party
    15,968       16,340       4,295       5,045       11,673       11,295  
Total
  $ 288,954     $ 256,580     $ 178,774     $ 163,154     $ 110,180     $ 93,426  

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
 
 
December 31,
 
December 31,
 
December 31,
 
 
2007
 
2006
 
2007
 
2006
 
2007
 
2006
 
Net Sales
                                   
Mattresses
  $ 196,614     $ 172,782     $ 129,054     $ 115,822     $ 67,560     $ 56,960  
Pillows
    41,020       38,872       19,987       19,471       21,033       19,401  
Other
    51,320       44,926       29,733       27,861       21,587       17,065  
Total
  $ 288,954     $ 256,580     $ 178,774     $ 163,154     $ 110,180     $ 93,426  


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

($ in thousands)
 
 
CONSOLIDATED
 
DOMESTIC
 
INTERNATIONAL
 
 
Twelve Months Ended
 
Twelve Months Ended
 
Twelve Months Ended
 
 
December 31,
 
December 31,
 
December 31,
 
 
2007
 
2006
 
2007
 
2006
 
2007
 
2006
 
By Sales Channel 
                                   
Retail
  $ 919,913     $ 759,792     $ 625,904     $ 517,917     $ 294,009     $ 241,875  
Direct
    79,748       85,482       68,865       75,239       10,883       10,243  
Healthcare
    50,846       45,205       15,725       12,610       35,121       32,595  
Third Party
    56,215       54,566       14,855       16,015       41,360       38,551  
Total
  $ 1,106,722     $ 945,045     $ 725,349     $ 621,781     $ 381,373     $ 323,264  

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

($ in thousands)
 
 
CONSOLIDATED
 
DOMESTIC
 
INTERNATIONAL
 
 
Twelve Months Ended
 
Twelve Months Ended
 
Twelve Months Ended
 
 
December 31,
 
December 31,
 
December 31,
 
 
2007
 
2006
 
2007
 
2006
 
2007
 
2006
 
Net Sales
                                   
Mattresses
  $ 768,530     $ 651,901     $ 535,706     $ 455,666     $ 232,824     $ 196,235  
Pillows
    142,114       126,335       68,342       60,111       73,772       66,224  
Other
    196,078       166,809       121,301       106,004       74,777       60,805  
Total
  $ 1,106,722     $ 945,045     $ 725,349     $ 621,781     $ 381,373     $ 323,264