Good day, everyone, and welcome to the Tempur Sealy Second Quarter 2024 Earnings Call. [Operator Instructions] Please note this call is being recorded. It is now my pleasure to turn the conference over to Aubrey Moore with Investor Relations. Please go ahead.

Good morning, everyone, and thank you for participating in today's call. Joining me today are Scott Thompson, Chairman, President and CEO; Bhaskar Rao, Executive Vice President and Chief Financial Officer. 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. 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 is 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 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 second quarter 2024 earnings call. I'll begin with some highlights from the quarter and then turn the call over to Bhaskar to review our financial performance in more detail. After that, I'll open up the call for Q&A. In the second quarter, net sales were approximately $1.2 billion and adjusted EBITDA was $231 million, an improvement of 6% versus the second quarter of 2023. Our adjusted EPS grew a solid 9% to $0.63, while also improving our leverage ratio. We're pleased to see our global market outperformance mitigate the impact of softer-than-anticipated industry volumes. Despite an estimated mid-single-digit industry decline in the quarter, more than our anticipated low single-digit decline for the period, our sales were only slightly below internal expectations. Our strong gross margin performance and solid cost controls resulted in healthy earnings growth in the second quarter. Turning to a few of the second quarter highlights. First, our U.S. business outperformed the market, driven by the an enduring strength of our brands and products and supported by some recently introduced consumer-centric innovation and compelling marketing initiatives. Tempur-Pedic emerged as our top-performing brand again this quarter, supported by our all-new Adapt products. As a reminder, our updated collection is designed to alleviate aches and pains by leveraging our innovative Tempur material, which delivers a 20% improvement in pressure relief compared to standard materials. The recently introduced ActiveBreeze product, our advanced heating and cooling sleep system, priced at approximately $13,800 for a queen has resonated strongly with discerning ultra-luxury customers. In addition to active climate management, this product integrates Sleep Tracker AI and is driving premium tickets upward of $20,000 when bundled with complementary items. While sales volumes expected to be moderate, we believe this ultra-premium…

Thank you, Scott. As mentioned, in the second quarter of 2024, consolidated sales were approximately $1.2 billion and adjusted earnings per share was $0.63. There are approximately $7 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. Turning to North American results. Net sales declined 4% in the second quarter. On a reported basis, the wholesale channel declined 5% and the direct channel grew 2%. North American gross margin improved a robust 200 basis points to 41.9%, driven by favorable commodities, operational efficiencies and launch costs. These improvements were partially offset by the mix impact of the new distribution win for our OEM business units. North American operating margin improved 100 basis points to 18.4%, driven by the improvement in gross margin, partially offset by investments in growth initiatives, including advertising investments to support our newly-launched products and investments to support our growing direct-to-consumer business. Now turning to international results. International sales grew 1% on a reported basis and 2% on a constant-currency basis. As compared to the prior year, our international gross margin improved 170 basis points to 56.6%, driven by operational efficiencies and favorable launch costs. Our international operating margin declined 90 basis points to 12.5%, driven by investments in growth initiatives to support our new advertising campaigns and Asia joint-venture performance, partially offset by the improvement in gross margin. Now moving on to the balance sheet and cash flow items. At the end of the second quarter, consolidated debt less cash was $2.4 billion and our leverage ratio under our credit facility was 2.7 times, within our historical target range of 2 times to 3 times. We expect to…

Thank you, Bhaskar. Nice job. Turning to a brief update related to the Mattress Firm acquisition. I'm pleased to share that we have recently successfully executed a new post-closing supply agreement with one of Mattress Firm's medium-sized mattress suppliers. This is one of several post-closing supply agreements that we have executed in preparation for our planned acquisition of Mattress Firm and is consistent with our plan for Mattress Firm to continue as a multi-branded retailer. We will not be providing any further comments on Mattress Firm acquisition beyond what we've shared on our July 8 update call, a replay of which you can find on the investor website. And because we're in litigation, we will not be taking any questions on the acquisition this morning. Thank you for your understanding as we move through this process. And with that, operator, please open the call up for questions.

[Operator Instructions] We'll take our first question from Susan Maklari with Goldman Sachs. Please go ahead.

Thank you. Good morning, everyone.

Good morning, Susan.

Good morning, Scott. I want to start with the demand side of the equation. There's been obviously a lot of focus on the health of the consumer and overall demand trends through the quarter. Can you talk about how things did change as we move through the second quarter and how you're thinking about the setup relative to your guide for the back-half to be up -- back-half revenues to be up modestly, the full-year flat with the volumes down mid-single digits. Just put some context to that perhaps around those parts and how we should think about it relating to the broader consumer?

Sure. Thank you for your question. I mean, if you look at the pace of sales during the quarter, the quarter started out, I'll call it solid, positive. I think that was probably retail -- retailers kind of loading up for the holiday and we're fairly optimistic going into the holiday. Then I think the sell-through was a little weak during the holiday and sales were a little bit lighter towards the end of the quarter. And even though you didn't ask, but to get full context, then you have to get after quarter-end sales kind of got back to what I'll call normal and we're solid to call it flattish post-quarter end with high-end Tempur actually being positive after 6/30. So, that's kind of the trend. On the setup, Bhaskar, do you want to talk about the guide? And I think the primary reconciling item is probably share gain that we continue to have each quarter.

Absolutely. So, when you think about the back half, as you pointed out, Susan, we would expect slight growth in the back half and let's say, international doing a bit better than the U.S. And as we think about from a share opportunity standpoint, the continuation of what we've seen continue to outperform the competitive set. And fundamentally that is focused on the new distribution that we have in our OEM channel as well as the continued success that we have with new products on the Tempur side as well.

We'll take our next question from Rafe Jadrosich with Bank of America. Please go ahead.

Great, thank you. Thanks for taking my questions. I just wanted to -- when you think about the promotional environment across the industry, it looks like price has held up even though the end-market has been a little bit choppy. How do you think about kind of pricing through the back half and into next year with sort of the challenging end-market environment? Have you seen any changes on the broader promotional environment?

Sure. I'd say that the promotional environment is probably a tad bit more promotional this year than same period last year. Generally, that takes the -- it's been on promotional for a longer period of time as opposed to, we'll call it depth of the promotion. Some of the manufacturers who have excess capacity and had some share issues have become a little bit more promotional. If you look at our -- the way we think about it, we try to match promotions, but we also focus mainly on profits. And from a share gain, we had what I'll call reasonable share gain in the U.S. and good share gain internationally in sales. If you look at share gains from a profit standpoint, I imagine our profit performance would stand up extremely good share gains from a profit standpoint. But I would expect if the market stays kind of bouncing around the bottom or soft, it will be in a slightly more promotional environment as far as length of periods, but not depth as far as ASP.

Question comes from Bobby Griffin with Raymond James. Please go ahead.

Good morning, everybody. Thanks for taking my question. Bhaskar, I wanted to switch over to gross margins. Clearly a lot going on in the industry. You guys are regaining some of the operational efficiencies, you have deleverage, maybe some commodity tailwinds and different things with the new manufacturing facility. But when you strip all that out, how do you view this level of gross margins? Is it sustainable, is it over-earning, is there anything we should keep in mind about this as we think about eventually getting to an industry recovery and immediately predicting that is becoming harder and harder to do on a quarterly basis?

Bobby, great question. The way I think about our gross margin performance, we started seeing green shoots in the back half of last year, really driven by the operational productivity. Just as a reminder, back-in the day, coming out of COVID, we made some investments to support our customers and we committed to ourselves that we would get that back. And what we've seen here from an operational activity standpoint is that we're well within that journey. And when I look -- when I think about our gross margin, what I'm really excited about is really the durability of what we've been able to demonstrate. So, the operational efficiencies that we saw in the second quarter, that does have legs. It has legs and it's going to drive gross margin and EBITDA improvement, both sequentially as well as year-over-year when you get into the back half of the year. And as I think about 2025, this is just -- as I mentioned before, this is just the beginning of the journey, it's not the end of the journey. So, there's opportunity left, not only from a gross margin standpoint, but that flowing through from an EBITDA margin standpoint as well.

I'd also add to that is, I think everybody knows that it's a lot easier to get gross margin expansion when the market is growing. So, to be able to deliver really strong gross margin performance in a softer market is outstanding. I think really bodes well for when the market turns around.

Our next question comes from Michael Lasser with UBS. Please go ahead.

Good morning. Thank you so much for taking my question. I know this is a tough question...

Good morning.

Great to talk to you, Scott. I know this is a tough question to answer, but if interest rates come down, but that's because unemployment is weakening. What does that mean for the outlook for units and overall industry revenues for the next 18 months? And then separately, it does seem like as the industry softness continues, some of the players are pulling back on promotional activity and advertising in an effort to preserve profitability. Doesn't that create an opportunity for Tempur Sealy to be more aggressive, gain even more market share and be in an even better spot coming out of this downturn? Thank you very much.

Yes, thanks for your question. First of all, let's do interest rates because it's kind of interesting. And I'm going to call it a 100 basis point decline in interest rates just kind of trying to put some math around it. And if you look at our business model as we sit today, 100 basis point decline in interest rates generate what Bhaskar probably about $10 million worth of EBITDA.

Correct.

And that's probably a little bit more than you would probably initially think if you look through our variable debt. But the piece that you're probably missing is we also get a benefit on the retail side because of the cost of financing and our direct business has gotten to be a reasonable size. So, we pick up about $5 million in interest savings from our variable debt and then we pick up another, call it, $5 million in reduced cost in financing through our retail operations. So, that would be the first kind of point. That's the direct benefit. Obviously, there's also a indirect benefit, which we don't try to compute, which allows our retail customers to help drive traffic through, call it, aggressive interest rate offers. So, a little more interest sensitive probably than you would think and clearly would be a tailwind for us and the industry. As far as like strategy, you're talking about as far as companies, some of -- some manufacturers that might be pulling back on advertising due to financial concerns. Those financial concerns have been here for quite a while, people have pulled back. I don't think there's more pullback in the industry from that standpoint. And yes, it has been an opportunity for us to gain share and we continue to gain share in the U.S. and overseas.

Our next question comes from Peter Keith with Piper Sandler. Please go ahead.

Hi, thanks. Good morning, everyone. I was hoping you could touch -- talk about the North American business, maybe with a few more specifics. I think if we're looking at industry data points generally suggests that Q2 was less negative than Q1 industry-wide, but your sales did get a little bit worse. So, could you pull that apart a bit maybe with the lapping of floor models? And did anything changed on the competitive front?

Absolutely. Just from a quantitative standpoint, let's say that the industry was slightly better sequentially from a Q1 to a Q2. However, when you look at our performance, just be mindful on a year-over-year basis, we did have large floor models on a year-over-year basis. So, when you -- on a print, we've got 6% up on units really being benefited from the new distribution. And if you were to factor out floor models, we still captured share on a year-over-year basis.

Our next question comes from Keith Hughes with Truist. Please go ahead.

Thank you. My question is on international. You said in the prepared comments, it would probably be greater growth, higher numbers than domestic. The 2% excluding currency quarterly, is that kind of what you're expecting for the second half or what directionally number are we looking for?

Good question, is just one thing to be mindful of in the first half of prior year, that's when the new products started launching. So, what we commented on is that the underside of the underlying legacy international business has been approaching double-digit growth through the back half of last year. And once you factor out floor models is you see that again. So, as -- what's implied in the guide in the back half of the year is, call it, mid-to-high single-digit growth from an international perspective. And really what's happening is it's not an improvement necessarily in trends. It's just now you can see the growth because we're not comping the floor models.

And we will move next to Brad Thomas with KeyBanc Capital Markets. Please go ahead.

Thanks. Good morning. I will follow up on the margin side of things. Bhaskar, wondering if there's any more color you could share about how you're thinking about margins in 3Q and 4Q? Thanks.

Absolutely. So, the bottom-line from a gross margin and EBITDA margin standpoint is in each quarter, we would expect to -- both of the margins to improve both in Q3 and Q4. Just as a reminder, most of our -- or seasonally the third quarter is the biggest. So, just as historical pattern would indicate, our gross margins in the third quarter would be higher in Q3 versus Q4. Again, we would see expansion both in the EBITDA margin as well as gross margins, both sequentially as well as the year-over-year basis. However, one thing to be mindful is the rate of expansion that we saw in the first half, we would expect a little bit less than that in the back half as we start lapping some of our productivity initiatives. The other items I would just call out is the beauty of our business model is that we do have some natural flex in the business. So, from an advertising standpoint, we called out about $475 million versus where we were prior. So, as you think about phasing of that, just think about holding that rate in the back half of the year.

Our next question comes from Seth Basham with Wedbush Securities. Please go ahead.

Thanks a lot and good morning. I'd like to follow up on the share performance in the U.S. It seems like you are still gaining share, but especially if you strip out some of the OEM business wins, the share gains are more limited and that could be within the higher-end potentially. So, any commentary there would be helpful. And then relatedly, as we see the anti-dumping measures go into effect in the U.S., are you seeing inventory levels of the importers coming down such that we could see more share gains for you guys at the lower end of the industry despite the excess capacity that many manufacturers in the U.S. have?

Yes, let me see if I can unpack some of that, Bhaskar you can clean me up. I mean, the second part of your question, yes, I do think the inventories are coming down from the imported goods. And theoretically that should benefit us on the low end. As you know, there's relatively little profit at that low end. So, I don't think it will be huge to us from a profit standpoint, maybe from a sales or unit standpoint, it would certainly be a somewhat of a tailwind. When you go to share gain, everything that we've seen when you look at it from an industry standpoint, we're talking U.S., it would indicate that we gained share in the second quarter. The amount of share gain is probably less robust than it was in the first quarter, probably mostly due to promotional activity, which we chose not to participate in. So, it's been slightly less. But as I think I've explained before, we manage sales and profits, not just sales. So, it's been a little bit less. But from everything I've seen, I would expect us to have share gains in the U.S. for the next few quarters based on what I can see and I just can't see any further out than that. On the international side, I would say our share gains probably expanded in the second quarter versus the first quarter as Bhaskar mentioned is the new product is doing very well internationally and we're more getting -- moving more into the meat of the market internationally.

Our next question comes from Phillip Blee with William Blair. Please go ahead.

Hi, good morning. Thanks for taking my question. It seems like newness continue to be a big driver of demand in the space. So, can you speak about how some of your newer products are performing relative to the rest of the assortment? And then any key drivers behind the variance in performance, whether it's price, advertising or just consumer appetite? And then anything about how we should think about sustainability of that going into next year? Thank you.

Sure. I mean, the newer products almost by definition performed better than the older products. The new shiny penny on the floor. The Adapt product has been wildly successful. We're looking forward to a relatively large -- what would be the largest launch in Sealy's history of the 2025 Sealy brand, which we would expect to be very robust, no matter what the industry is as we launch that product. What drives business is obviously advertising, consumer confidence, innovation. Those things continue to be foundational in the industry. I don't know, Bhaskar, can you add anything to this question?

Nothing else to add, Scott.

[Operator Instructions] We will move next with Laura Champine with Loop Capital. Please go ahead.

Thanks for taking my question. It's really about your marketing spend. I think maybe last quarter you talked about continuing to spend to try to drive people to the category, which may or may not be working. So, I just wanted to talk about where those marketing dollars are going if you've switched channels at all or focus, whether it comes to top, bottom or mid-funnel.

Yes. Great question. As I said in the prepared remarks, it's kind of a balanced media mix. We really haven't changed the mix. We have redirected some of our advertising dollars to support promotional activity. So, the way we think about it is, we moved a little bit from the top of the funnel, which is to drive customers into retail stores and moved some of those dollars more to a promotional expense so that our product is on sale, at the same time other products are on sale. We've had a little bit of a mismatch the last couple of quarters on that and we've decided to go ahead and match all. So, when a customer comes in, our product will be on sale like others. The good news is, it's pretty much EBITDA neutral for us as we just shift around the dollars between advertising and promotion.

We'll move next with Jonathan Matuszewski with Jefferies. Please go ahead.

Great. Good morning and thanks for taking my question. I wanted to ask about commodity cost tailwind for gross margin this quarter. Could you just expand on kind of the puts and takes that drove that and then elaborate on the expectations embedded in the guide for the second half? Thanks so much.

Absolutely. So, from a commodity standpoint, call it, about 100 basis point benefit on a year-over-year perspective. And when I think about the puts and takes, I would say the tailwinds that we've seen, whether it be steel, chemicals, CDI, MDI, cotton, et cetera, is that those continue to help us. However, one thing that we are mindful of and is embedded in the guide is just the cost of transportation, specifically ocean cargo and whatnot. So, that was a bit of a drag in the first- half and specifically in the second quarter. As I think about the outlook is that we do expect the benefit to moderate as we get into the back half. And really as you think about how commodities have flowed over the last year or so, is that we started seeing improvements in the back half of the year. So, sitting here today, the expectation is that we'll see a little bit of commodity benefit in the back half of the year that will drive the gross margin improvement and EBITDA improvement. However, not to the extent that we saw in the first half.

We will move next with William Reuter with Bank of America. Please go ahead.

Good morning. The expectation that industry declines will moderate in the second half of the year. It seems to be a little bit in conflict with what the markets are telling us about how the consumer is feeling and recent anxiety about weakness. I guess, is your expectation that lower interest rates are going to benefit you more than they may consumer products spending in general? Or to what do you attribute the fact that you expect trends to -- the declines to decelerate across the industry?

Yes. Great question. I think it really has more to do with industry-specific issues, which are the comps are much lower. The bedding market, mattress market specifically went into, call it, recession/depression earlier. So, our comps are much easier as opposed to us having a more of a sunshine kind of opinion about the general economy. It's really a comp issue to step over.

That's right. And when you think about second-half expectations, as Scott said, it is comp-driven and when you think about first-half, back-half or second-quarter to back-half, we're just talking about a very slight improvement on a rate year-over-year perspective.

Thank you. Our next question comes from Peter Keith with Piper Sandler. Please go ahead.

Oh, thanks, again. So, there's been, I guess, some bankruptcy risk with a few of your distributor partners. And I think one is going through a full liquidation. Is that factored into the outlook? And maybe what percentage would that be as a hit to sales for the back half?

Yes, that's fully considered in the guidance, it's insignificant to the portfolio. It's also generally low-end bedding. So, I think what 98% of receivables are current.

Correct.

Clearly, in an elongated downturn, you're going to have some, we'll call them blips and generally, that would be in the retailers who retail primarily lower-end mattresses. And we are seeing -- we've seen some pressure there from some accounts, which are obviously public, but not -- it's in the guidance, but I also don't think it's -- I would consider it to be significant from a financial standpoint.

Just to double tap on that, when you go back in history coming out of COVID, the retailers were perhaps in the best health that we've seen at least in my time. However, as Scott mentioned, with the elongated kind of downturn is that we have seen some pressure. What I would say is that we are broadly distributed and you can find us as the consumer want to interact with our brands and products is that they can find us in alternative distribution points. And as Scott mentioned, as it relates to from a credit exposure standpoint, fairly healthy at 98% and it is assumed in the guide.

The other thing I'll mention is the customer doesn't go away, the customer ends up showing up in another channel. And some of our other channels, quite frankly, do a better job moving customers into higher-end products. And so sometimes some of those changes are net positive when you work through the system and you realize how well we're distributed.

Thank you. We will take our last question from Bobby Griffin with Raymond James. Please go ahead.

Hi guys, thanks for let me get back in. Bhaskar, I was just hoping maybe we could talk a little bit more detail on the moving parts around floor samples. If my notes are correct, the floor samples, given the timing shift this year were -- would be a year-over-year revenue headwind to reported 2Q North America revenue? And then what was it to 1Q? Was it actually a tailwind to 1Q '24? So, when I want to think about the sequential performance, I need to neutralize that.

That's correct. So, it was a slight benefit in the first quarter, call it 8%. And as you think about the second quarter, call it 3% on a consolidated basis with most of it being in North America.

Very astute observations.

Thank you. And I will now turn the call over to Scott Thompson for closing remarks.

Thank you, operator. So, our over 12,000 employees around the world, thank you for what you do every day to make the company successful. Our retail partners, thank you for your outstanding representation of our brands. To our shareholders and lenders, thank you for your confidence in the company's leadership and its Board of Directors. That ends our call today, operator. Thank you.

Thank you. And this does conclude today's conference. Thank you for your participation. You may disconnect at any time.