Good morning and thank you for standing by. Welcome to the Tempur Sealy Second Quarter 2023 Earnings Conference Call. [Operator Instructions]. I would now like to hand the conference over to your speaker today, Aubrey Moore, investor relations. Please go ahead.

Thank you, operator. Good morning, everyone, and thank you for participating in today's call. Joining me today are Scott Thompson, Chairman, President and CEO; and Bhaskar Rao, Executive Vice President and Chief Financial Officer. After prepared remarks, we will open the call for Q&A. This call includes forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve uncertainties, and actual results may differ materially due to a variety of factors that could adversely affect the company's business. These factors are discussed in the company's SEC filings, including its annual reports on Form 10-K and quarterly reports on Form 10-Q, under the heading Special Note Regarding Forward-looking Statements and Risk Factors. Any forward-looking statement speaks only as of the date on which it is made. The company undertakes no obligation to update any forward-looking statements. This morning's commentary will also include non-GAAP financial information. Reconciliations of this non-GAAP financial information can be found in the accompanying press release, which has been posted on the company's investor website at investor.tempursealy.com and filed with the SEC. Our comments will supplement the detailed information provided in the press release. And now with that introduction, it is my pleasure to turn the call over to Scott.

Thank you, Aubrey. Good morning, everyone, and thank you for joining us on our 2023 Second Quarter Earnings Call. I'll start by sharing some highlights from our second quarter performance and then Bhaskar will review our worldwide financial performance in more detail. After that, I'll share some closing comments before we open the call up for Q&A. Today, we are pleased to report one of the strongest second quarters in the company's history, second only to the same period in 2021. Importantly, these results were delivered against headwinds from a less-favorable market than we expected, the impact of which was partially mitigated by company-specific performance. Sales growth for the quarter was 5%. Adjusted EPS for the quarter was consistent with prior years after absorbing higher interest costs, major launch costs and elevated taxes. GAAP EPS grew 2%. We believe these results are a reflection of our innovative products, strong sales culture, solid expense controls and our passion for execution. In our largest market, the U.S., we believe industry units declined at least low double digits in the quarter, resulting in historically low aggregate industry volumes for the quarter and first half of the year. Overall, we believe the U.S. market has stabilized at trough unit levels, with the upper end of the market demonstrating a bit more resilience compared to the entry-level market. Today's results demonstrate the robust earnings power and cash flow attributes of the business, as we realized solid earnings and cash flow against this challenging backdrop. As we look to the back half of the year, we anticipate U.S.-produced mattress units trends will slowly improve but remain negative year-over-year. Bhaskar will have more information on the 2023 guidance in a minute. Turning to a few highlights for the quarter. First, we continued to extend our lead as…

Thank you, Scott. In the second quarter of 2023, consolidated sales were approximately $1.3 billion and adjusted earnings per share was $0.58. We have approximately $13 million of pro forma adjustments in the quarter, all of which are consistent with the terms of our senior credit facility. These adjustments are primarily related to costs incurred in connection with the planned acquisition of Mattress Firm, a $4 billion U.S. bedding retailer. Turning to North American results. Net sales increased a solid 5% in the quarter. On a reported basis, the wholesale channel increased 6% and the direct channel increased 3%. North American adjusted gross margin improved to 39.9%, driven by pricing actions and favorable commodities, partially offset by increased product launches and operational headwinds. North American adjusted operating margin improved to 17.4%, driven by the improvement in gross margins. Now turning to International. International net sales increased 3% on a reported basis and 4% on a constant currency basis. Our current year full year expectations for 2023 contemplates neutral FX both for sales and adjusted EBITDA. As compared to the prior year, our International gross margins improved to 54.9%, driven by favorable mix and pricing actions. Our International operating margin declined to 13.4%, driven by launch-related expenses, including discretionary advertising investments, partially offset by the improvements in gross margin. Global commodity prices continue to trend largely in line with our expectations. We continue to expect favorable commodity prices into the back half of the year, though remaining significantly elevated to 2020 levels. Now moving to the balance sheet and cash flow items. At the end of the second quarter, consolidated net debt was $2.7 billion. And our leverage ratio under our credit facility was 3.1x, slightly ahead of the target range of 2 to 3x. We expect to return to our…

Thanks, Bhaskar. Great job. Before opening the call up for questions, I want to provide a couple of updates. First, I want to address the cybersecurity event affecting certain parts of our IT system, which was disclosed Monday in our 8-K. Following the discovery of the event, our team activated its CEO-approved incident response and business continuity plan. The plan was approved years ago and is designed to contain incidences. The plan included proactively shutting down certain IT systems, resulting in the planned temporary interruption of our operations. We began bringing our systems back online last Friday and expect it to take time to return to normal operations. Our investigation remains ongoing and we continue to work to determine the impact of the disruption. If we determine that any personal information was involved, we would, of course, comply with any reporting obligations we have under the applicable law. Currently we're working hard to catch up with the lost production from the shutdown. In total, our systems were down for a week, and we are currently working to get back to full production. We expect cyber-related expenses net will be adjusted from our third quarter financial results. Lastly, I'd like to provide a brief update on our pending acquisition of Mattress Firm. We're currently responding to the Federal Trade Commission's second request and continue to expect to close the transaction in mid- to late 2024. Over this interim period, Mattress Firm's leadership team provides us with a high-level update of their financial performance. Mattress Firm's recently -- quarterly results, which they reported yesterday, were consistent with our expectations. And we look forward to bringing the Mattress Firm team onboard. And with that, I'll open up the call for questions, operator.

[Operator Instructions]. Our first question comes from Bobby Griffin with Raymond James.

Our first one is to just maybe follow up on the guidance reduction and just maybe get a little more clarity on some of the moving parts assumed in there. So is the reduction in earnings and sales all just a function of the industry maybe being a little bit softer than we originally anticipated and we laid out? Or are you baking in some conservatism that this IT event or the cyber event will have some type of impact on earnings and revenue in the second half?

Yes, let me -- it's kind of a -- let me answer it because it's a little bit of a long answer, but let me be clear about it. First of all, from the cyber event, great job by the IT, internal IT department. They did a great job. In fact, it was an enterprise-wide effort. And congratulations to all the people internally. We also had a lot of help from external IT teams that we had on retainer for these kind of events and a great job by Microsoft's elite team. Let me go -- kind of go through the estimates of what we know today. Obviously, this is not an easy estimate, but let me tell you what we know based on all the information that we have right now. First of all, the event itself is certainly not material to the intrinsic value of the enterprise. The event is not material to our 2023 expected sales or EBITDA. Before insurance -- and we have an insurance limit of $5 million, but before any insurance, our best estimate is about $10 million to $20 million negative impact in EBITDA in the third quarter. We expect the vast majority will qualify as an add-back adjustment in the third quarter. In the estimate that I gave you on the impact of EBITDA, it really breaks out into kind of 2 pieces, 1 which is clearly incremental costs related to the activity and should be cleared by -- covered by insurance at some point, but of course, we'll account for that as we receive it. And then 50% of it is from potential lost sales. When you look at the potential lost sales for the third quarter, you're talking about $20 million to $30 million. That's about maybe 2%-ish, give or…

Our next question comes from Susan Maklari from Goldman Sachs.

Yes. I think staying on the theme of demand, Scott. As you think about the macro setup with rates possibly at or very close to the peak, housing getting a little better, it feels like maybe the consumer will start reengaging and spending in some of these other categories as travel starts to moderate a bit in there. How are you thinking about the industry's ability to start to see some level of improved demand as we move through the next couple of quarters; and your ability to continue to outperform relative to that as some of your peers perhaps move up off of these industry declines of the 25%, 30% range?

Thank you for the 33 questions you asked me, Susan. Let me speak to it and see if I can answer like 30 and leave 3 unattended. First of all, yes, we're very happy with the performance in the quarter. We think it gives us an opportunity to show the strength of the business even in a little bit of a down cycle in its cash flow generation. I would highlight in our numbers, because this goes to the consumer question you asked. If you look at our ASP, it was up 13% in the quarter. And all but about -- let's call it 2% of that is price. The vast majority of that is people mixing up. And so what that would tell you is the top end of the consumers are doing very well and where you're seeing sales pressure is at the lower end. If I do it by brand standpoint, our high-end brands did better than our low-end brands. i.e., Stearns & Foster did better than Sealy. And Stearns & Foster grew double digits in a market that -- I don't know, pick your number, but it was clearly down double digits. It grew double digits. So I'm going to say the strength of the high-end customer everywhere we looked, looked very good. We look at individual mattresses within the Tempur lineup. The high-end Tempur products did much better than the low-end Tempur products. So we're -- we continue to be fairly bullish on a high-end customer. Where you feel the pressure is in the low end, and the low end is -- has gotten hit very hard. So you had a question in there about outlook, as far as consumers going forward. We've been bouncing around the bottom in the bedding industry for probably 3 quarters, and so I don't know. Next quarter or 2, we certainly think that the industry should start doing better. Some people can point to green shoots. Yes, we see some, but you have some good weeks and you have some slower weeks. But the main thing from our perspective is we see our products incrementally performing very well in the marketplace against the competition. And part of her question, I missed, Bhaskar, that you can remember?

About competitive landscape.

Competitive landscape. Look. We've got -- it's a very competitive market. It's lots of competitors in bedding worldwide, other brands that have brand strength that we all know. They're out there. They're competing every day. I haven't seen anything in any of the competitors that what I would call a significant sea change in their activities or their strategy, but it's a competitive market. And we'll continue to compete the best we can.

And we have a question from Keith Hughes with Truist.

Yes. You had talked earlier about raw material costs, I guess, coming down [indiscernible]. Can you give me a kind of quantification how much they're down either in the quarter or your estimates for the second half of the year?

Absolutely...

Dollars would be helpful.

Sure. So let me think about it this way. Is that we did have an expectation from a commodity standpoint as we entered the year. Largely speaking is that those commodities are coming in very much in line with those -- with our expectations. We would expect to continue to see incremental commodity benefit as we get into the back half; however, all contemplated in our initial thoughts as it relates to what we thought commodities were going to do. As it relates to the commodity benefit that we saw in our GP rate, is we'll have a little bit more information in our queue. It's going to drop here in a little bit, but I'll go ahead and give you a peek on it. It's from a commodity standpoint is what we'd want to expect to see is about 150 basis points of improvement.

Our next question comes from Curtis Nagle with Bank of America.

This is Steven McDermott on for Curtis Nagle. Just for your Mattress Firm acquisition, I know you called out kind of second half of 2024. Is there any changes in what you are seeing from a regulatory approval standpoint? And then as far as gross margins kind of touch beyond just the commodities, how are we thinking about the cadence going into 2H and kind of all the puts and takes there?

Yes. Thank you for your question. I'll do FTC. And I'll give Captain Margin -- on the question on margins. Look. As you know, the FTC process is long and complex. What I would say is we're working through the process. There have not been any surprises in the process. We're providing them significant information on their second request. Lawyers and folks are meeting and discussing professionally as we both learn each other's perspective. And I think that process will continue to go on for several months, and probably sometime in the fourth quarter, we will probably get down to the point where we figure out whether or not we have a meeting of minds or we don't have a meeting of minds, but I would tell you that process is progressing normally. Everybody is working cordially together. And they have responsibility on their side that we certainly respect, and we look forward to continuing to visit with them.

When I think about gross margins going from the first half to the second half, first thing I would point out is I would anticipate the normal seasonality of the business. Generally the second half is bigger than the first, so therefore, we get some leverage upon our fixed. So clearly is I would anticipate that, that would happen. In addition to that is that we had some unique events that were investments that we made in the first half, whether it be product launch expenses, whether it be the 4 models that we have out there. So as we get into the back half of the year is that that's not going to be a headwind from a gross margin standpoint. And then finally I will call out is that we've been making some investments in our supply chain and our operations. Let's call that we've been filling some EBITDA to make sure that we've been servicing our customers. And as we think about the back half of the year is that those headwinds should turn into tailwinds. So what all that means is what I would anticipate is that gross margin continues to step up, with Q3 being the highest of the year. Then I would also say, as we think about -- or just margins overall from a go-forward standpoint, is that I feel like we have a number of tailwinds to margin, whether it be the product mix, whether it be the operational initiatives that we have not only this year but as those continue. We're very excited of our direct-to-consumer business. DTC should be a tailwind for us from a go-forward standpoint. And then finally I'll close it down with International. International is we spent many, many years in developing a product that will hit a new total addressable market. Generally, International margins are higher than the U.S., so I'd anticipate, as International continues to grow, is that, that will be a tailwind as well.

Yes. The only thing I -- made me think as you were talking, Bhaskar, is margins that we probably should have called out in the second quarter, our advertising expense. We spent the same amount as last year. i.e., even though the market was choppy, we didn't pull back on advertising to try to optimize EBITDA or something like that. And in fact, if you look at our direct advertising, our direct advertising to support, quite frankly, a little weaker market is up double digits in the second quarter in support of the marketplace.

Our next question comes from Peter Keith with Piper Sandler.

Congrats on the continued share gains. I guess, a 2-part question, hopefully, related. Number one, could you give us the sales lift in the second quarter from the product launches that you had? And then secondarily, it looks like now your guidance implies that revenue is going to slow in the back half. At the same time, I think the industry trends, what we're seeing general agreement on, is that things are kind of getting less bad; and you're kind of guiding for things to get worse, so I hope you could reconcile that dynamic.

Sure. Do you want to work on that...

Absolutely. So the way I would think about it is, specifically as it relates to the 4 models, in the second quarter, let's call that 2% to 3%. And so that's the lift we got there. When I think about the back half, reasonable as it relates to what the back half looks like from a sales standpoint. However, here is the way I think about. It's, in the first half of the year, we did have some benefit from the last round of pricing actions that we took in 2022. That lapsed in the first half, meaning that we don't have that benefit as we think about the back half of the year. Finally is that our 4 models, which are -- again are going to support future growth, is that those are largely in the first half of the year, so when you think about our expectations in the back half of the year, what that does imply is that -- from an organic standpoint is that those initiatives are going to continue to allow us to grow in a very challenged market. So how I think about that is from a sales being flat to slightly up is -- what that would imply in the back half of the year is that we would see a bit of growth and really being fueled by those initiatives in a very challenged market.

Our next question comes from Seth Basham from Wedbush Securities.

I have a follow-up question to Peter's. Just on the outlook for the industry for the balance of the year. If you take into consideration, what's happening from a macro standpoint and a credit availability standpoint? What are you expecting industry units to do for the full year and for the back half of the year that underpins your guidance?

Good question. So the way we think about it is, let's call it, mid-single-digit -- mid- to high single-digit decline. And what that would imply is, for the back half of the year, call it, mid-single-digit decline. It's our expectation that -- for the second quarter is that, when the information comes out, our estimate is that we'll see low double from a decline standpoint.

And our next question will come from Brad Thomas with KeyBanc Capital Markets.

A couple of follow-ups, if I could. Scott, I believe you talked about thinking that you may not have as much from share gains in the back half is what you've been seeing in the first half. I was wondering if you could elaborate on that any more. And then Bhaskar, I was hoping you could talk a little bit more about the commodity component of margins and maybe how you're thinking about that from a big picture standpoint and perhaps maybe how that sets up as a potential tailwind for you even as you move into 2024.

Yes, thanks for the question. And let me be a little clear. It's more of the way we do budgeting, more than expectation, when it comes to share gains or outperformance in the marketplace. Clearly we continue to take a -- have quite a bit of outperformance in the marketplace, but when we actually put our budgets together and we do guidance, we don't anticipate that activity. We let that activity flow into the numbers as a good guy. And maybe it offsets an unknown bad guy. But as far as like -- you've just asked me like, "Okay, what do you really think your share gains are going to be?" We haven't seen anything in the marketplace from any of the competitors that would make us think that our share gains would slow down. Our -- all of our brands had really strong second quarter. And we haven't seen anything that would make us think that the -- that wouldn't continue in the third quarter. So that's probably me misspeaking or thinking about our budgeting process, more than anything else.

As it relates to the components of gross margin, just cleaning up on the questions that I got earlier from Keith. Let's call it about $15 million of commodity benefit in the quarter, and that will triangulate to about 350 basis points of rate improvement. As we think about commodities, largely speaking, is that we had a perspective on what the full year would look like. That -- and what we assume there is that we'll continue to see some favorability as the year progressed. Within some puts and takes, I would say, largely is that, that is coming in as in and around what we would anticipate, so what that does imply for the rest of the year is that we continue to see on a sequential basis commodity improvement as well as obviously year-over-year as well. Now all that said is that we are still well off the -- our 2019 levels from a commodity standpoint, so when you think about that mathematical equation that was happening where we had taken price and without any gross margin that would fall through from a rate standpoint is that phenomenon is still there. Yes, we have recouped some of that as commodities come in. However, we are well, well off of where we used to be from a historic standpoint, commodity prices versus 2019. You would anticipate with the fullness of time is that things would normalize. However, it would be -- I think there are some things that are just going to be more stickier than others as it relates to getting back to those pre-pandemic levels.

Our next question comes from Atul Maheswari from UBS.

Bhaskar, just to follow up on the commodity piece of gross margin. Based on your estimate as it stands today, how much of a -- if I back up a step. I think in the past what you've mentioned is that commodities have collectively been a 400 basis points headwind to gross margin over the last few years. As of the end of '23, how much of that do you expect to recover? Just so that we can properly calibrate what's left outstanding for 2024 and beyond.

Sure. Let me do that math kind of as I'm thinking about it. So I think we're well off of our -- of where we were in the pre-pandemic levels. I don't think we're approaching, let's call it half of where we were before. So somewhere between 150, 200 basis points perhaps is what we've captured. And that's consistent with what we've seen, let's call it, in the first half of the year, so I'd anticipate that to play through a little bit. And really that reinforces the point, is that things are better than where they were, obviously, during the pandemic. However, just from a pure inflation standpoint is that we've still got a ways to go.

We have a question from Laura Champine with Loop Capital.

If I look through the quarter that Mattress Firm just reported, it looks like their sales declined 6%. Do you view them as holding onto market share in a weaker market? Or is there an issue there that you would need to turn around, should you become the owner of the Mattress Firm assets, recognizing that it would be a year?

Sure. We don't have all the information yet and that we get in the marketplace to fully answer that question, but certainly the early indications are that, from a retail perspective, I suspect the retailers were down double digits in total. I'm looking at Bhaskar to agree because we don't have all the numbers we triangulate. And so they were down 6% in sales and up, I think, 3% in EBITDA in a market that I would say probably sales for retailers were double digits. So I think they probably took a little bit of share. If you were to segregate the market between what I'll call the big retailers and the small retailers, they were probably, I'll call it, in-line maybe with the large retailers because generally the trend has been larger retailers have been taking share from smaller retailers. But their report, which is their third quarter, our second quarter, that came out last night was very much in line with our expectations of what they were going to do this year, pre-signing the definitive agreement, so they're tracking to our internal expectations.

[Operator Instructions]. Our next question comes from William Reuter from Bank of America.

I just have one. Given a little bit of the weaker demand at the lower end, is the -- and lower commodity prices, do you expect that you may either be more promotional? Do you expect you would reduce list prices? Have your retailer partners come to you with any suggestions on how to increase volumes there? That's it.

No. I don't really see any pricing actions at the lower end. Is it promotional? Yes. The low end is always very promotional. And in the industry, the low end doesn't have much profit in it, so there's not a lot to work with at the low end. And where we've seen retailers aggressively try to promote and drive, we'll call it, lower end. Generally we've seen those activities not be successful from a return on advertising or promotion dollars. The low-end market is just not right -- not there right now. Again, maybe in marketing terms, the fish aren't there right now. So no, as far as but are we continually looking for ways to help stimulate the market, yes. But I don't think it's really a pricing issue, but if I got to be king for the day, what I'd like to see is more advertising in the marketplace by other manufacturers and others to help just stimulate activity. Because I think there's quite a bit of dollars out there in the middle of the market and the upper end of the market, but entry level is just tough right now.

And our last question comes from Carla Casella with JPMorgan.

I'm wondering about inventory and working capital and your thoughts. Third quarter, I know, is usually a big cash flow quarter for you. Do you think -- are you expecting that again this year? And for the full year, do you still expect working capital release? And do you expect to be able to fully pay down your revolver in the next quarter?

Absolutely. Here is the way I would think about it. So we made some investments in working capital as we exited 2023, whether it be in advance of the new product introductions that we have as well as just carrying more safety stock as the supply chain was a little uncertain at that time. As we sit here today, our cash cycle, we've seen some nice improvements, specifically about 6 days in inventory. As the year plays out is what I would anticipate is that we would see some continued improvement in working capital overall, a little bit from inventory, but I would expect something from the other components as well, that being payables and receivables. As we exit the year, what I would anticipate is that working capital will continue to be a source of cash. And let's say from a historic standpoint is that the flow-through on EBITDA to cash flow is we will see -- we should continue to see that same relationship. Absolutely, the back half of the year is that we generate more cash than the first half. So I would say that we would expect that again this year. What I would further say is that we feel very excited about what we've done from a new plant standpoint. That's in Crawfordsville. That was a $300 million investment in growth CapEx that we made over the last couple of years. And we're very excited to say that we've got some units coming out of that plant. Also what that means is -- from a cash flow standpoint or free cash flow is that, that investment is behind us, so on a year-over-year basis, free cash flow should be greater by about 50% than what it was in the prior year.

And then I guess the other part is we've -- we're not doing stock buyback while we're preparing for the Mattress Firm acquisition, so we're going to be drowning in cash. And the leverage ratio should be falling significantly over the next few quarters.

That's right. I think what we're anticipating is obviously in this -- we'll get back within our range in the third quarter. As we sit here today, I would expect to be somewhere at the midpoint of our range of 2% to 3% as we exit the year.

And we have one last question from Brad Thomas with KeyBanc Capital Markets.

A couple of things that investors have been asking us this morning. I was wondering if I could ask. For one, it's been an exciting year with some new retail partnerships like Sam's Club. Scott, I was just wondering if you could give us any update on distribution and how partnerships are going and floor space. And then secondly, just a question on the cybersecurity issue: Is the expectation that operations are normal for the Labor Day selling season? Or do you think it goes into that at all?

Well, congratulations on slipping in one more question and then making it a 5-point question.

Well done.

So let me -- first of all, you mentioned a large customer, Sam's. We think that's going well. And we think that, if you ask them, they would say it's going well, so we're thrilled with that relationship. I think you know that Stearns & Foster captured 20% increase in slots, and we certainly feel good about that. And clearly from our sales numbers relative to the industry, whether you want to compare it to other public companies or spring volumes or anything, we're clearly taking share. So floor space is increasing and velocities within those slots have been increasing. And then I think you asked a little bit more about like kind of where is the -- cyber thing...

Cyber. Is it normal? Labor Day.

Yes. I mean look. We obviously have the 8-K out. We're generally building and shipping beds, I mean, right now. We're taking orders right now. We generally lost about a week's worth of production around the world. And then as we bring up the systems, it usually takes a few days to get back to kind of normal efficiency. So -- I don't know. We also had some parts of the organization's that weren't impacted by any of the cyber event, like the Asian joint venture, Dreams, Sherwood, Sleep Outfitters. They weren't affected at all. Our worldwide e-commerce, it wasn't affected, except for a bit slow shipping, so no. I mean I think we're working off a backlog, but I think we're going to get caught up. And I don't really expect to leave the third quarter with any significant backlog, so I don't think it's going to have an impact. And we've certainly tried to work through that when we gave you estimates of the impact of the event.

Thank you. That's all the time we have for questions. I would like to turn the call back to Scott Thompson for closing remarks.

Thank you, operator. To our over 13,000 employees around the world, thank you for what you do every day to make the company successful. A special call out again to our IT folks in a very difficult quarter and a great job in dealing with the uncertainty that we faced. To our retail partners, thank you for your outstanding representation of our brands. To our shareholders and lenders, thank you for your confidence in Tempur Sealy's leadership team and its Board of Directors. This ends the call today, operator.

This concludes today's conference call. Thank you for participating. You may now disconnect.