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 26, 2010

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 26, 2010, Tempur-Pedic International Inc. issued a press release to announce its financial results for the quarter and full year ending December 31, 2009 and to confirm previously announced 2010 guidance for net sales and earnings per share. Additionally, the Company announced a new stock repurchase authorization for $100.0 million which replaces a previous authorization. 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: January 26, 2010
By:
/s/ DALE E. WILLIAMS
 
   
Name: Dale E. Williams
 
   
Title: Executive Vice President, Chief Financial Officer & Secretary
 
       
 

 
 

 
 
EXHIBIT LIST


Exhibit
Description

 
 

 

ex991.htm
Graphic

TEMPUR-PEDIC REPORTS FOURTH QUARTER AND FULL YEAR EARNINGS
 
 
Reports Fourth Quarter EPS of $0.38
 
 
Company Announces $100 Million Share Repurchase Program

LEXINGTON, KY, January 26, 2010 – 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, 2009. The Company also announced a $100 million share repurchase program and confirmed its financial guidance for 2010.

FOURTH QUARTER FINANCIAL SUMMARY
 
·  
Earnings per share (EPS) were $0.38 per diluted share in the fourth quarter of 2009 as compared to adjusted EPS of $0.17 per diluted share in the fourth quarter of 2008. GAAP EPS in the fourth quarter of 2008 was $0.01, and reflects the $11.6 million tax provision related to the Company’s repatriation of foreign earnings. The Company reported net income of $29.1 million for the fourth quarter of 2009 as compared to adjusted net income of $12.7 million in the fourth quarter of 2008. GAAP net income in the fourth quarter of 2008 was $1.1 million. For additional information regarding adjusted EPS and adjusted net income (which are non-GAAP measures), please refer to the reconciliation and other information included in the attached schedule.
 
·  
Net sales increased 29% to $244.8 million in the fourth quarter of 2009 from $189.1 million in the fourth quarter of 2008. On a constant currency basis, net sales increased 24%. Net sales in the domestic segment increased 40%, while international segment net sales increased 15%. On a constant currency basis, international segment net sales increased 3%.
 
·  
Mattress sales increased 26% globally. Mattress sales increased 34% in the domestic segment and 12% in the international segment. On a constant currency basis, international mattress sales were essentially unchanged. Pillow sales increased 23% globally. Pillow sales increased 39% domestically and 13% internationally. On a constant currency basis, international pillow sales increased 1%.

·  
Gross profit margin was 48.5% as compared to 43.0% in the fourth quarter of 2008. The gross profit margin increased as a result of improved efficiencies in manufacturing, lower commodity costs, fixed cost leverage related to higher production volumes and improved pricing, partially offset by geographic mix and new product introductions.
 
·  
Operating profit margin was 19.3% as compared to 13.4% in the fourth quarter of 2008.

·  
The Company generated $14.6 million of operating cash flow in the fourth quarter of 2009.

·  
During the quarter, the Company reduced Total debt by $17.5 million to $297.5 million. As of December 31, 2009, the Company’s ratio of Funded debt to EBITDA was 1.68 times, well within the covenant in its credit facility, which requires that this ratio not exceed 3.00 times. For additional information about EBITDA and Funded debt (which are non-GAAP measures) please refer to the reconciliation and other information included in the attached schedule.
 

FULL YEAR 2009 FINANCIAL SUMMARY
 
·  
Earnings per share (EPS) were $1.12 per diluted share for the full year 2009 as compared to adjusted EPS of $0.94 per diluted share for the full year 2008. GAAP EPS was $0.79 for the full year 2008, and includes the $11.6 million tax provision related to the repatriation of foreign earnings.
 
·  
Net sales declined 10% to $831.2 million for the full year 2009 from $927.8 million for the full year 2008. On a constant currency basis, net sales declined 9%. Net sales in the domestic segment declined 8%, while international segment net sales declined 14%. On a constant currency basis, international segment net sales declined 11%.

·  
Gross profit margin was 47.4% for the full year 2009 as compared to 43.2% for the full year 2008. The gross profit margin increased as a result of improved efficiencies in manufacturing, lower commodity costs, and improved pricing, partially offset by fixed cost de-leverage related to lower production volumes.

·  
Operating profit margin was 17.4% as compared to 14.4% for the full year 2008.

·  
For the full year 2009, the Company lowered Total debt by $121.9 million to $297.5 million.
 
Chief Executive Officer Mark Sarvary commented, “Our fourth quarter and full year results reflect a gradual improvement in the macro environment together with success from sales and marketing initiatives. Our recent product introductions and our new advertising campaign combined with continued productivity improvements should allow us to build on this performance in 2010.”

Chief Financial Officer Dale Williams commented, “With respect to the authorization of a new share repurchase program, we note that during 2009 we substantially reduced both our total debt and leverage ratio. We view share repurchases as an excellent means to return value to stockholders over the long term.”

Share Repurchase Program
The Board of Directors authorized the repurchase of up to $100 million of shares of the Company’s common stock. 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 replaces the Company’s prior share repurchase authorization, and may be limited, suspended or terminated at any time without prior notice.

Financial Guidance
The Company confirmed its full year 2010 guidance for net sales and earnings per share. It currently expects net sales for 2010 to range from $950 million to $970 million. It currently expects EPS for 2010 to range from $1.40 to $1.50 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 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, January 26, 2010 at 5:00 p.m. Eastern Time. The dial-in number for the conference call is 888-293-6960. The dial-in number for international callers is 719-325-2289. 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 2009 performance in 2010, and for net sales and earnings per share for 2010. 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 domestic 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(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
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 common share amounts)

 
Three Months Ended
     
Twelve Months Ended
   
 
December 31,
     
December 31,
   
   
2009
   
2008
 
Chg %
   
2009
   
2008
 
Chg %
Net sales
$
244,794
 
$
189,121
 
29%
 
$
831,156
 
$
927,818
 
(10%)
Cost of sales
 
125,953
   
107,752
       
437,414
   
526,861
   
Gross profit
 
118,841
   
81,369
 
46%
   
393,742
   
400,957
 
(2%)
Selling and marketing expenses
 
45,105
   
34,444
       
153,440
   
172,350
   
General, administrative and other expenses
 
26,510
   
21,604
       
95,357
   
94,743
   
Operating income
 
47,226
   
25,321
 
87%
   
144,945
   
133,864
 
8%
                               
Other expense, net:
                             
Interest expense, net
 
(3,990
)
 
(5,493
)
     
(17,349
)
 
(25,123
)
 
Other income (expense), net
 
37
   
(324
)
     
441
   
(1,319
)
 
Total other expense
 
(3,953
)
 
(5,817
)
     
(16,908
)
 
(26,442
)
 
                               
Income before income taxes
 
43,273
   
19,504
 
122%
   
128,037
   
107,422
 
19%
Income tax provision
 
14,159
   
18,449
       
43,044
   
48,554
   
Net income
$
29,114
 
$
1,055
 
2,660%
 
$
84,993
 
$
58,868
 
44%
                               
Earnings per common share:
                             
Basic
$
0.39
 
$
0.01
     
$
1.13
 
$
0.79
   
Diluted
$
0.38
 
$
0.01
     
$
1.12
 
$
0.79
   
Weighted average common shares outstanding:
                             
Basic
 
75,029
   
74,833
       
74,934
   
74,737
   
Diluted
 
77,028
   
74,920
       
76,048
   
74,909
   

 
 

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

 
December 31,
 
December 31,
 
2009
 
2008
ASSETS
             
               
Current Assets:
             
     Cash and cash equivalents
$
14,042
   
$
15,385
 
     Accounts receivable, net
 
105,576
     
99,811
 
     Inventories
 
57,686
     
60,497
 
     Prepaid expenses and other current assets
 
11,268
     
9,233
 
     Deferred income taxes
 
20,411
     
11,888
 
Total Current Assets
 
208,983
     
196,814
 
               
     Property, plant and equipment, net
 
172,497
     
185,843
 
     Goodwill
 
193,391
     
192,569
 
     Other intangible assets, net
 
64,717
     
66,823
 
     Other non-current assets
 
3,791
     
4,482
 
Total Assets
$
643,379
   
$
646,531
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
             
               
Current Liabilities:
             
     Accounts payable
$
47,761
   
$
41,355
 
     Accrued expenses and other current liabilities
 
81,452
     
65,316
 
     Income taxes payable
 
7,312
     
7,783
 
Total Current Liabilities
 
136,525
     
114,454
 
               
     Long-term debt
 
297,470
     
419,341
 
     Deferred income taxes
 
29,865
     
28,371
 
     Other non-current liabilities
 
7,226
     
11,922
 
Total Liabilities
 
471,086
     
574,088
 
               
Stockholders’ Equity:
             
     Common stock, $.01 par value; 300,000 shares authorized; 99,215 shares issued as of December 31, 2009 and 2008, respectively
 
992
     
992
 
     Additional paid in capital   298,842        291,018  
     Retained earnings    365,727        281,422  
     Accumulated other comprehensive loss    (8,004      (12,590
     Treasury stock at cost; 24,103 and 24,382 shares as of December 31, 2009 and 2008, respectively   (485,264      (488,399
Total Stockholders’ Equity
 
172,293
     
72,443
 
Total Liabilities and Stockholders’ Equity
$
643,379
   
$
646,531
 


 
 

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

 
Twelve Months Ended
 
December 31,
   
2009
     
2008
 
CASH FLOWS FROM OPERATING ACTIVITIES:
             
Net income
$
84,993
   
$
58,868
 
Adjustments to reconcile net income to net cash provided by operating activities:
             
          Depreciation and amortization
 
31,424
     
32,756
 
          Amortization of stock-based compensation
 
8,789
     
8,041
 
          Amortization of deferred financing costs
 
692
     
1,060
 
          Bad debt expense
 
5,936
     
8,110
 
          Deferred income taxes
 
(9,810
)
   
2,423
 
          Foreign currency adjustments
 
(115
)
   
(1,183)
 
          Loss on sale of equipment and other
 
564
     
666
 
          Changes in operating assets and liabilities:
             
             Accounts receivable
 
(10,542
)
   
51,231
 
             Inventories
 
3,738
     
45,758
 
             Prepaid expenses and other current assets
 
(1,884
)
   
1,695
 
             Accounts payable
 
7,808
     
(15,676
)
             Accrued expenses and other
 
14,044
     
535
 
             Income taxes payable
 
(651
)
   
4,110
 
Net cash provided by operating activities
 
134,986
     
198,394
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
             
Purchases of property, plant and equipment
 
(14,303
)
   
(10,494
)
Acquisition of business, net of cash acquired
 
     
(1,529
)
Proceeds from escrow settlement
 
     
7,141
 
Other
 
     
(486
)
Net cash used by investing activities
 
(14,303
)
   
(5,368
)
               
CASH FLOWS FROM FINANCING ACTIVITIES:
             
Proceeds from long-term revolving credit facility
 
109,333
     
127,383
 
Repayments of long-term revolving credit facility
 
(230,036
)
   
(251,536
)
Repayments of long-term debt
 
     
(1,359
)
Repayment of Series A Industrial Revenue Bonds
 
     
(57,785
)
Proceeds from issuance of common stock
 
1,623
     
695
 
Excess tax benefit from stock based compensation
 
359
     
399
 
Dividend paid to stockholders
 
     
(17,933
)
Other
 
     
(14
)
Net cash used by financing activities
 
(118,721
)
   
(200,150)
 
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
 
(3,305
)
   
(10,806
)
Decrease in cash and cash equivalents
 
(1,343)
     
(17,930)
 
CASH AND CASH EQUIVALENTS, beginning of period
 
15,385
     
33,315
 
CASH AND CASH EQUIVALENTS, end of period
$
14,042
   
$
15,385
 
 


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 2009 compared to 2008:

(In thousands)
 
   
CONSOLIDATED
   
DOMESTIC
   
INTERNATIONAL
 
   
Three Months Ended
   
Three Months Ended
   
Three Months Ended
 
   
December 31,
   
December 31,
   
December 31,
 
   
2009
   
2008
   
2009
   
2008
   
2009
   
2008
 
Retail
  $ 205,184     $ 157,652     $ 130,808     $ 93,332     $ 74,376     $ 64,320  
Direct
    16,719       10,098       14,777       8,496       1,942       1,602  
Healthcare
    10,047       10,638       2,840       3,226       7,207       7,412  
Third Party
    12,844       10,733       3,444       3,342       9,400       7,391  
Total
  $ 244,794     $ 189,121     $ 151,869     $ 108,396     $ 92,925     $ 80,725  

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,
 
   
2009
   
2008
   
2009
   
2008
   
2009
   
2008
 
Mattresses
  $ 156,665     $ 124,755     $ 101,792     $ 75,695     $ 54,873     $ 49,060  
Pillows
    32,079       25,990       14,724       10,591       17,355       15,399  
Other
    56,050       38,376       35,353       22,110       20,697       16,266  
Total
  $ 244,794     $ 189,121     $ 151,869     $ 108,396     $ 92,925     $ 80,725  

 
 

 
 
TEMPUR-PEDIC INTERNATIONAL INC. AND SUBSIDIARIES
Reconciliation of Adjusted Net income, Adjusted Earnings per share,
EBITDA to Net Income and Funded debt to Total debt
Non-GAAP Measures
(In thousands, except per common share amounts)

The Company provides information regarding Adjusted Net income, Adjusted Earnings per share, EBITDA and Funded debt which are not recognized terms under GAAP (Generally Accepted Accounting Principles) and do not purport to be alternatives to Net income as a measure of operating performance or Total debt. Because not all companies use identical calculations, these presentations may not be comparable to other similarly titled measures of other companies. A reconciliation of Adjusted Net income, Adjusted Earnings per share and EBITDA to the Company’s Net income and Earnings per share and a reconciliation of Funded debt to Total debt are provided below. Management believes that the use of these non-GAAP financial measures provides investors with additional useful information with respect to the impact of the repatriation of foreign earnings. Management also believes that the use of EBITDA and Funded debt provides investors with useful information with respect to the terms of the Company’s credit facility.

Reconciliation of Adjusted Net income to Net income

The following table sets forth the reconciliation of the Company’s reported Net income for the twelve months ended December 31, 2008 to the calculation of Adjusted Net income for the three and twelve months ended December 31, 2008:

   
Three Months Ended
   
Twelve Months Ended
 
   
December 31, 2008
   
December 31, 2008
 
             
GAAP Net income
  $ 1,055     $ 58,868  
Plus:
               
Tax provision related to repatriation of foreign earnings
    11,631       11,631  
Adjusted Net income
  $ 12,686     $ 70,499  
GAAP Earnings per share, diluted
  $ 0.01     $ 0.79  
Tax provision related to repatriation of foreign earnings
    0.16       0.15  
Adjusted Earnings per share, diluted
  $ 0.17     $ 0.94  
 
Reconciliation of EBITDA to Net income

The following table sets forth the reconciliation of the Company’s reported Net income to the calculation of EBITDA for the twelve months ended December 31, 2009:

   
Twelve Months Ended
 
   
December 31, 2009
 
       
GAAP Net income
  $ 84,993  
Plus:
       
   Interest expense
    17,349  
   Income taxes
    43,044  
   Depreciation & amortization
    40,213  
         
EBITDA
  $ 185,599  
 

 
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 December 31, 2009:

   
As of
 
   
December 31, 2009
 
       
GAAP basis Total debt
  $ 297,470  
Plus:
       
   Letters of credit outstanding
    14,048  
Funded debt
  $ 311,518  

Calculation of Funded debt to EBITDA

   
As of
 
   
December 31, 2009
 
       
Funded debt
  $ 311,518  
EBITDA
    185,599  
   
1.68 times