Delaware
|
001-31922
|
33-1022198
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
Item
2.02 Results from Operations and Financial
Condition
|
|
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.
|
(d)
|
Exhibits
|
Exhibit
|
Description
|
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
|
Description
|
|
|
–
Reports Fourth Quarter EPS of
$0.38
|
|
|
–
Company Announces $100 Million Share Repurchase
Program
|
·
|
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.
|
·
|
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.
|
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
|
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
|
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
|
(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 |
(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 |
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 |
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 |
As
of
|
||||
December
31, 2009
|
||||
GAAP
basis Total debt
|
$ | 297,470 | ||
Plus:
|
||||
Letters
of credit outstanding
|
14,048 | |||
Funded
debt
|
$ | 311,518 |
As
of
|
||||
December
31, 2009
|
||||
Funded
debt
|
$ | 311,518 | ||
EBITDA
|
185,599 | |||
1.68
times
|