SGI - NYSE

Good morning, ladies and gentlemen, and welcome to the Somnigroup Fourth Quarter 2024 Earnings Call. [Operator Instructions] This call is being recorded on Thursday, February 20, 2025. I would now like to turn the conference over to Aubrey Moore with Investor Relations. Please go ahead.

Thank you. 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. 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 on 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 on the date 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 new investor website at investor.somnigroup.com and filed with the SEC. Our comments will supplement the detailed information provided in this press release. And now with that introduction, it's my pleasure to turn the call over to Scott.

Thank you, Aubrey. Good morning, and thank you for joining us on our first ever earnings and business update call at Somnigroup International, SGI on the New York Stock Exchange. As we previously reported, we successfully completed the merger of Mattress Firm and Tempur Sealy on February 5, and we subsequently changed our parent company name from Tempur Sealy International to Somnigroup International and as I mentioned, changed our common stock ticker from TPX to SGI. We're excited to start this new chapter for our company as a global provider of sleep solutions with a portfolio of outstanding businesses and iconic product brands. As we've previously shared, Tempur Sealy, Dreams, and Mattress Firm will all operate under their own name as decentralized business units under Somnigroup International. Mattress Firm and Dreams will continue to operate as multi-branded retailers. And Tempur Sealy, primarily a manufacturer, will continue to serve third-party retailers as well as Mattress Firm, Dreams, and Tempur Sealy's direct-to-consumer channel. We'll begin reporting Mattress Firm's operations next quarter. Turning to today's earnings release. I'll begin with some highlights from the fourth quarter and full year 2024 and then turn the call over to Bhaskar to review our financial performance in more detail and discuss our 2025 guidance. After that, I will share some thoughts about the opportunities unlocked by the transaction before opening the call up for Q&A. In the fourth quarter of 2024, net sales were approximately $1.2 billion, and adjusted EPS was $0.60. We outperformed our fourth quarter expectations, led by strong performance in our international business. Our North American business continued to extend its lead in the industry as we delivered fourth-quarter sales consistent with the prior year despite an estimated single digit decline in the overall industry. Excluding the negative impact from foreclosed distribution resulting from an unanticipated customer being acquired, our North America sales grew low-single digits in the quarter. Turning to a few highlights. First is the enduring strength of our business model, which allows us to invest in growth initiatives and aggressively explore long-term opportunities while remaining responsive to near-term industry conditions. In 2024, Tempur Sealy outperformed the industry worldwide, differentiated by its strong fundamentals of its business model. We delivered the strongest sales and gross margins in Tempur Sealy's history and reinforced our strategic third-party partnerships by upholding our commitments to industry-leading product quality and service. We also delivered our strongest operating margin in three years, even as we continue to invest in the future. We've ramped up our advertising spend, opened more than 100 company-owned stores and invested in e-commerce platforms for Sealy and Stearns & Foster in the U.S. over the three-year period. We reported a robust $569 million in free cash flow, our strongest annual free cash flow since 2021. We also decreased our debt-to-adjusted EBITDA leverage ratio from 2.9 times at December 31, 2023 to 2.3 times at December 31, 2024 as we prepared for the Mattress Firm transactions, demonstrating our disciplined cash management and ability to quickly deleverage the business. Our results are particularly notable when putting context to the broader industry trend. 2024 was another challenging year for bedding as we believe industry demand declined high-single-digits in the U.S. and the trend similarly in many other key markets in the world. Looking at the last few years, we believe the U.S. industry volume declined more than 30% from peak mattress sales in 2021 to 2024. However, we are confident in the fundamentals of the bedding industry remain solid. We believe the market is clearly poised for growth, driven by GDP and population growth, housing turnover, and ASP expansion. We anticipate the market will begin to normalize in 2025 and return to some growth in the back half of the year. Over time, we are confident in the return to the historical mid-single-digit growth rate, driven by innovation, population growth, replacement cycle, and ASP expansion. Additionally, based on the volume decline in the last three years, we also believe that pent-up demand from deferred purchases could provide additional upside to growth assumptions. The second highlight is the outperformance of our U.S. business, supported by innovative new products, targeted advertising initiatives, and expanded distribution. Our Tempur brand outperformed the market and delivered profitable sales growth in 2024, supported by the success of our new products. The refreshed Tempur lineup with its new Breeze products and Smart Base launched in 2023, followed by the rollout of our updated Adapt collection and ActiveBreeze Halo product in 2024 drove retail traffic and ASP. These products are attracting a growing number of health-conscious consumers and include our newest innovative features, which address key barriers to achieving better sleep, including cutting-edge cooling technologies, advanced pressure relief, and AI-driven sleep insights. Stearns & Foster also performed well in 2024, driven by last year's newest product launch, our ongoing investment in advertising, and over 20% growth in our Stearns & Foster e-commerce platform. Our Sealy and OEM business performed well relative to the industry. Mounting industry pressure over the last three years resulted in consolidation, restructuring, and bankruptcies across the U.S. industry. In 2024, results include the negative sales impact of these events on our Sealy and OEM products, as well as incremental provisions or losses triggered by these events. Turning to our 2025 product launch. We're excited to share that after months of incredible retail excitement and feedback, the launch of our all-new Sealy Posturepedic product kicked off last month. This is the largest product launch in bedding history. Orders for the new collection are on track with an estimate 80% of floor samples to be shipped before Memorial Day. This highly-anticipated line is a significant reimagining of the Posturepedic products, brands, and marketing and is aimed at reigniting growth in the value to mid-tier price point where we and retailers see tremendous opportunities. This updated Sealy Posturepedic collection is clearly differentiated from competitive offerings with all-new proprietary coil technology. These patent pending precision-fit coils were expertly designed and engineered in-house to provide superior support, which has been the mission of Sealy Posturepedic since its inception in 1950. The 2025 Posturepedic collection also features a bold new look, thoughtfully designed to offer a fresh style and appeal to a broad audience while staying connected to the Sealy brand legacy. Our new precision fit coils have an initial feel that is highly flexible and conformed for lighter support and body types. It then reacts progressively to an individual's unique weight and shape to give the right amount of total support. These new Posturepedic products deliver a demonstrable step change improvement in comfort and support. This has resonated well with customers and retailers. To support this launch, we'll kick off a national advertising campaign, the first national ad campaign for Sealy in over a decade beginning Memorial Day 2025. This top-of-funnel multimedia campaign is designed to reinforce the Posturepedic difference and drive excitement and purchase intent for the company's largest product brand and America's number-one mattress brand. As evidenced by the above, we continue to make high-return investments in brand and product to drive retailer success. Turning to our third highlight, we are pleased to report strong international business performance in 2024 driven by both continued strength in our legacy Tempur operations and our Dream business. They delivered solid mid-single-digit growth and expanded operating margin for the full year 2024 reflecting robust momentum despite a generally subdued global market. A key driver of this performance has been the continued success of our all-new international Tempur Collection which completed its main rollout mid-2024 with several channels and customer-specific products continuing to roll out in 2025. This collection of mattresses, bed base, pillows has significantly outperformed expectations in key markets such as the U.K., Germany, China and Australia. Since the start of its launch in 2023, we've expanded wholesale distribution by more than 10% and we see substantial opportunities for further growth in distribution over the long term. The strong demand for these products coupled with the additional expansion opportunity underscores our confidence that the international Tempur collection will remain a key growth driver in the years to come. Our fourth highlight is our significant growth margin expansion. In 2024, we achieved a year-over-year improvement of 130 basis points in our consolidated gross margin driven by our ongoing investment in new product innovation and improved product mix and the optimization of our manufacturing processes and cost reduction initiatives. These strategic initiatives have allowed us to increase operating efficiency which in turn has provided us with more resources to reinvest in advertising, product development and our people. While we've made strides to grow and fortify the business in 2024, we believe that significant opportunities still lie ahead. Our continued focus on key growth and cost-efficiency initiatives will ensure that we are in an optimal position to benefit from the global bedding industry recovery. With that, I'll turn the call over to Bhaskar.

Thank you, Scott. In the fourth quarter of 2024, consolidated sales were approximately $1.2 billion and adjusted earnings per share was $0.60. We have $45 million of pro forma adjustments in the quarter, all of which are consistent with the terms of our senior credit facility. These adjustments are largely comprised of costs incurred for professional fees related to the acquisition of Mattress Firm and the unexpected foreclosed distribution Scott previously mentioned, including transition and wind-down costs. Turning to North American results. Net sales in the fourth quarter were consistent to the prior year. On a reported basis, the wholesale channel was consistent and the direct channel was 3%. North American adjusted gross profit margin improved to 40.8%, primarily driven by operational efficiencies. North American adjusted operating margin declined to 14.8%, driven by operating expense deleverage from investments in advertising and fully reserving the balance sheet for the event Scott mentioned a moment ago. Now turning to international. Net sales increased 14% on a reported basis and 13% on a constant-currency basis in the fourth quarter. As compared to the prior year, our international gross margin improved to 58%, driven by operational efficiencies and favorable mix. Our international operating margin improved to 21.2%, driven by the improvement in gross margin and operating expense leverage, partially offset by a decline in our Asian joint-venture performance as it manages through a weak Chinese market. Now moving on to the balance sheet and cash flow items. At the end of the fourth quarter, consolidated debt less cash was $2.1 billion and our leverage ratio under our credit facility was 2.3 times, within our historical target range of 2 times to 3 times. In the fourth quarter, we generated operating cash flow of $129 million. Following the close of the Mattress Firm transaction, our net leverage was approximately 3.5 times. We expect to return to our target leverage range of 2 times to 3 times and for share repurchases to be minimal over the near term. Should note that under the terms of our credit facility, our leverage calculation going forward will include the benefit of run-rate synergies. Our expectation is that we will realize at least $100 million in annual run-rate synergies by 2028. Before I discuss the 2025 outlook in detail, I want to highlight how we are reflecting the transaction in our guidance. Our guidance considers the previously announced divestiture and the elimination of intercompany sales between Mattress Firm and Tempur Sealy. We expect the intercompany sales to represent approximately 18% of Global Tempur Sealy 2024 sales. Intercompany eliminations will reduce Tempur Sealy sales, but will be accretive - sorry, will be margin-accretive and neutral to EPS. Please note these two factors will impact our reported sales going forward. I will be highlighting like-for-like guidance to normalize for these items in some of the guidance commentary that follows. We also expect first-year synergies to benefit of approximately $10 million primarily realized in the back half of the year with an anticipated ramp in subsequent years. I should also note there will be some P&L landscaping across COGS and operating expenses to align accounting policies for the two organizations. Please refer to the investor presentation posted to our IR website this morning for further details on the impact of this policy alignment and other acquisition-related items. As we begin reporting Mattress Firm in our consolidated results in the first quarter, we will maintain our historical reporting segment with the addition of a new segment for the Mattress Firm business. Now turning to our 2025 guidance. We expect adjusted EPS to be in the range of $2.60 to $3, which at the midpoint is a 10% growth versus 2024. Our guidance is based on sales after intercompany eliminations to be between $7.5 billion and $7.8 billion on a reported basis. Our guidance also reflects our expectations that the global bedding industry will be stable versus the prior year, which implies a slight headwind in the first half and recovery in the second half of 2025. Our like-for-like Tempur Sealy sales growing slightly and on a reported basis down high teens due to the acquisition factors previously discussed. Our Tempur Sealy North-America sales to be flattish on a like-for-like basis, driven by the outperforming the industry due to the continued momentum of our product and channel strategies. And comping over the foreclosed distribution and prior year floor models, which combined represent a mid-single headwind in North America Tempur Sealy sales. Our international business growing low-single digits, which includes the continued momentum of our omnichannel expansion strategy and a slight headwind in the first quarter as we look - as we lap prior-year launch. We also expect high single-digit growth on a constant-currency basis in our International segment. And our like-for-like Mattress Firm sales growing slightly, supported by in-store initiatives to drive average order value and conversion. We also expect reported gross margins to be similar to reported 2024 gross margin, which includes a $15 million headwind from foreign exchange, $730 million of advertising investments, which implies a slight step-up in Tempur Sealy advertising, all resulting in adjusted EBITDA of approximately $1.3 billion to $1.4 billion. Regarding capital expenditures, we expect a 2025 CapEx of approximately $250 million, including $50 million of investments to refresh Mattress Firm stores. Over the long term, we expect the normalized run-rate Somnigroup CapEx to be approximately $200 million. Lastly, I would like to flag a few modeling items. For the full year 2025, we expect D&A of approximately $295 million to $305 million, and interest expense of approximately $265 million to $275 million on a tax rate of 25% with a diluted share count of 210 million shares. With that, I'll turn the call back to Scott.

Thank you, Bhaskar. Great job. Before turning the call over for Q&A, I'd like once again to express my long-term optimism about the recently completed acquisition of Mattress Firm. We have collaboratively worked with Mattress Firm for over 35 years and we are thrilled to welcome them into our organization and unlock incremental benefits to all stakeholders. Let me conclude by taking a step back to share our long-term perspective. We've seen our markets performing below their historical trend-line growth. And despite this, our execution has led to adjusted earnings per share growth. We believe 2025 will benefit from continued execution and the Mattress Firm transaction. Looking beyond this year, we are planning for markets to return to growth, while simultaneously realizing incremental benefits from the Mattress Firm transaction and continued industry-leading execution. We are internally targeting sales to grow at a compound annual growth rate of mid-single digits starting in 2026. This indicates Somnigroup's adjusted EPS would increase from $2.80, the midpoint of the guidance for 2025 to approximately $4.85 by 2028, a compound annual growth rate of 20%. That ends our prepared remarks, operator. Please open the call up for questions.

[Operator Instructions] Your first question comes from Susan Maklari with Goldman Sachs. Your line is now open.

Thank you. Good morning, everyone.

Good morning, Susan.

Good morning, Scott. I want to start with your expectations for some normalization in the industry this year. I guess, could you talk a bit more about what is driving that outlook given the macro environment that we're coming into the year with and the state of the consumer? And then just talk a bit about your ability to execute against that and how we should think about first half versus second half?

Sure. Thank you for the question. Look, I mean I would say we're still in that bouncing around the bottom which we've used here for the last couple of years where you have starts and stops. I would expect the first half of the year to be a little bit less robust than the back half. We had a strong period towards the end of last year and the start of this year and then ran into a little bit of air pocket during Presidents' Day, which I think has been well reported. That's a little bit slow or muted during Presidents' Day, but we're continuing to see what I call steady business. But I would say we're expecting normalization really until you get to 2026. I think some of that is driven based on new product. We're very optimistic about the Sealy launch. Some of Sealy products been in the market for a while. So this is as we've mentioned, the largest launch in bedding history. That product is just now getting on the floors and where it's being placed, it's being well received. But we're continuing to be, we'll call it, cautious near term and optimistic long term. Now for some reason the market is different than we expect. I think as the business model is relatively flexible and we can flex up if we need to or we can flex down if the market tells us that's what we need to do.

Your next question comes from Rafe Jadrosich with Bank of America. Your line is now open.

Hi, good morning. Thanks for taking my question.

Thank you.

I wanted to follow up on the long-term guidance that you provided the $4.85. Can you give a little bit more color on how much of that is accretion maybe relative to core TPX? And is that assuming $100 million of synergies or is that just getting operating leverage on Mattress Firm? And then just - I know it's a long question but then the mid-single-digit growth you're assuming is that industry or is that TPX and then industry something below that? Thank you.

Great. Let me talk for a while and I'm sure I'm going to miss some of the 12 questions in there and Bhaskar will clean me up a little bit. Look, we wanted to give you a perspective. I wouldn't call that quote guidance. But look, this was such a transformational acquisition. We knew we'd blow up people's models and we thought we ought to put something out there to give people - put something in that tell you kind of internally. Generally it's got $100 million of synergies in it over the period with what I call a slow start for lots - for some reasons, we can talk about in a second primarily in the FTC wouldn't let's talk to each other for a while. So the teams are just now getting back together and shows the industry getting back to normal. And look, the 5% we'll call it for talking terms that's our revenue growth in the perspective may be conservative, may not. I think we mentioned that there may be pent-up demand. We don't know yet but I think it's a good baseline assumption. And then I hope the teams are going to work harder and have a bigger synergy number over time. But I think that gives you a good idea of internally what we're targeting. Bhaskar, you want to speak to some of that?

Absolutely. So just a little bit of a double tap. So when you think about the category, think about it globally as Scott mentioned, is that we would expect to grow market share ahead from a category standpoint. So as you think about that globally, again, anywhere between 3% to 5% as mentioned. Also synergies absolutely is that we're in for at least $100 million over that period. And yes there is a component of incremental productivity going through a manufacturing process. So both leverage as those units start to come back. Interestingly at the end of 2028, assuming the category assumptions units we don't have to add any more incremental capacity or incremental CapEx to be able to support that level of business. As I think about the rest of the investments as we continue to support our brand through advertising, also we had called out that we're going to invest some dollars in refurbing the Mattress Firm stores. So that cash flow is embedded in that as well as the incremental depreciation that would come to that. So you put all that together, you get to a mid-single-digit growth on the top line with EPS growing at 20% CAGR.

Your next question comes from Bobby Griffin with Raymond James. Your line is now open.

Good morning, everybody. Thanks for taking my questions and congrats on getting the deal done.

Thank you.

So I guess I want to first Bhaskar hit on just the core Tempur Sealy manufacturing efficiencies and kind of your view of the gross margins that we saw in fiscal year '24. Is that a fair starting base? Where do you think things are? Is the business over-earning on some assets under-earning on others? Just kind of level-set us then. And then my second part, I'm going to do a two-part question that Scott loves. The $2.60 low end of guidance versus reporting $2.55. Can you maybe just connect that? Is that just industry down again in '25 just - that basically flat despite having Mattress Firm in there? Just curious on the low end of guidance, the drivers behind that.

So maybe I'd start with some gross profit standpoint. Absolutely, Bobby, is that - when I think about the opportunities and from a go forward standpoint on a Tempur Sealy standalone and just from a definitional standpoint we'll introduce a like-for-like. The like-for-like is everything outside of acquisition items. So yes nice gross margin expansion in the fourth quarter call it over 100 basis points and if I think about the big driver of that it's really the productivity and the leverage going through the plans. And as an expectation going forward is I would think about that on a like-for-like basis as we get into '25 and beyond on the Tempur Sealy standalone basis. What I would further say is as it relates to non-recurring good guys, in fact, if you look at our fourth quarter we did eat some items so we called out the foreclosed business the large big box retailer that is now fully reserved. So that was about $10 million of bad debt we had to step over. Also the abrupt foreclosure of our OEM business or a piece of our OEM business and that cost us a couple of percent in the fourth quarter as it relates to top line. So in fact when I look at the fourth quarter, we're pleased with how revenue came in. International was super exciting as well as the landscaping across the P&L, gross profit continues to be a great story. A bit of deleverage however that deleverage is really talking about fully protecting our balance sheet.

So you really - what you're saying is you under-earning on your assets in '25. And then he had a question on guidance the low end of guidance and with Mattress Firm in the pot.

So when I think about the $2.60 to $2.80 is long year. We talked about the category. When I think about - it's been a fast two weeks, I think since the acquisition, we remain getting our head around us. So I think specifically the question is what would you have to believe as it relates to hitting that low end of guidance? I think we feel good about…

The industry would have to be down.

Exactly.

Which is what Bobby's asking. Exactly.

Exactly. Yes, I would say the low end of the guidance is protecting us a little bit if 2025 the industry is down as opposed to bouncing around the bottom might be the…

I think that…

High level to say it. The other interesting things here is it's been a couple of years in the making and we're excited about the - as Scott said, the Mattress Firm coming into the family. There are some open items we still got to work through. So the divestitures are happening and the expectation is that by May 1st, is it that divestitures, both on the Mattress Firm side as well as the Sleep Outfitters side, is that those will be transferred or those will be part of the mattress warehouse family. You put all that together, as Scott mentioned as well, is that Presidents' Day is less than stellar is that we expect that the accretion - or the acquisition will start to be accretive in the second quarter and for obviously the balance of the year and beyond.

Your next question comes from Peter Keith with Piper Sandler. Your line is now open.

Hi, thanks. Good morning. Nice finish to the year. Congrats on the acquisition. If we just think about that EPS range for the full year of $2.60 to $2.80, is there a way you could break out how you're contemplating the EPS accretion from that Mattress Firm acquisition?

Absolutely. So just leveraging off the last question that came at us is the expectation is that the acquisition would start to be accretive beginning in the second quarter and ramping throughout the year. A couple of items that are happening is - as I mentioned, is the divestiture of the store. So that's a body of work as well as it's just a process. You got people involved, so it's a process that we have to work through when you think about looking forward to the continued relationship with Mattress Warehouse. So when I think about the accretion, starting in the second quarter and then ramping as you go into the third and fourth.

Your next question comes from Michael Lasser with UBS. Your line is now open.

Good morning. This is Dan Silverstein on for Michael.

Great. Good morning.

Thanks. Thanks so much for taking our question. Our question is on the potential for synergies beyond the $100 million that you've identified, specifically around advertising. Do you think you could see some benefit from consolidating your buying power or will you lean in further and explore some new opportunities? Thank you.

Sure. On synergies, just to get everybody grounded, I mean the $100 million are the cost synergies. We haven't ever budgeted any revenue synergies. That would be in addition to the extent there are revenue synergies. And then specifically on your question, you're drilling down on advertising. There's no question that advertising is a big bucket and a big opportunity. I think on a consolidated basis, Somnigroup will be the largest betting advertiser in the United States by a factor of two, okay, to be clear. So it's a big number. It's a strong competitive, we'll call it, a weapon or asset for us and it is a focus point. I think the synergies in advertising come in two ways. Yes, buying power and we'll call that kind of a dollar synergy, just a traditional volume versus price. But I think the big unlock is the quality of advertising and to an extent the coordination of the advertising so that one plus one equals more than two when you spend it. And I think both teams will work collaboratively together to get that efficiency. And it will take a little while. When I say a little while, I am talking quarters, not years. But I think that there is a great opportunity but primarily in the effectiveness of advertising more than just the absolute dollars. Of course, it will flow through the income statement through improved sales, both for us and I believe the industry.

Your next question comes from Keith Hughes with Truist Securities. Your line is now open. Keith...

Keith, are you in?

It's got a mute button. You hear now?

Yes, we can hear you now.

Welcome to you again. I'm sorry about that. So building on the last question, I know you haven't been able to, as you said, really talk to Mattress Firm much during the trial. At what point do you think you will have a better view of what other things you could do together? Is that something at the beginning of next year or how long do you think it will take?

It's not going to take that long. And to be - just to get everybody grounded, during the trial, basically, the teams were not talking. And - so everything having to do with synergies got shut down seven months ago.

Yes, Scott.

So we got a little bit of a start. And then when we went to litigation, we'll call it walls were put up and these would be hard walls. And so we're just getting restarted. There are groups that are meeting starting next week to get reengaged. And I think we'll know a lot more by the end of the second quarter and by the end of the third quarter, I think we'll be - we'll know a lot longed, okay? So I don't think it's going to take very long. But as you can see in Bhaskar's prepared remarks, we're not budgeting an aggressive amount of realizing synergies in the first year, letting the teams get together, make sure that we have buy-in from both sides. Anytime you're doing synergies, this affects people. And when I say affects people, I don't mean their jobs are going away. I mean they have to change what they're doing or the way they're doing it, by the way. But I think we'll get some of that implemented this year. We'll get full benefits in 2026. And I think we'll have a robust funnel of activity for several years from a synergy standpoint. So I think we got a pretty good idea of what we want to look at, but we need to process it through both organizations when we buy in.

Your next question comes from Seth Basham with Wedbush Securities. Your line is now open.

Thanks a lot. Good morning and congratulations. Just on the long-term guidance, Scott, in terms of 20% EPS growth, maybe you could break that down for us and tell us how much you expect from deleveraging. In other words, how much growth do you expect over the time period in EBITDA versus EPS? Thank you.

Okay. I'll let Bhaskar give you the details. If I remember that particular calculation doesn't have any stock buyback in it. I think we just threw the cash in deleveraging just to make the model cost simple.

That's right.

But on the EBITDA growth, do you have that number off the top of your head or would it be similar? Because there isn't any buyback in there.

No, I would say, I mean, what does happen is, as Scott said, from a capital allocation standpoint, we don't have any buyback in it. Top line or EPS growing at that 20%. However, we will be generating cash flow in that period. And what we've assumed is that we filed - we will pay down debt. However, the vast majority of the growth, it is coming from EBITDA. Yes, you've got to have EBITDA growth double-digit.

100%. That's right.

But there's still a question. There is some coming from deleveraging, nothing coming from stock buyback or future accretive acquisitions. So I think it's a relatively conservative computation. But it is fair, we did benefit for cash flow and reduced debt.

That's right. So again, vast majority coming from EBITDA growth with the delta being just debt paydown. No share buyback.

Your next question comes from Bradley Thomas with Capital Markets. Your line is now open.

Hi, good morning. Congrats again on closing the deal here. My question was just, Scott, if you could talk a little bit about the recent trends that you've been seeing at Mattress Firm and if you could talk a little bit about how you're thinking about same-store sales for the business in 2025. And then maybe lastly, if you could just address the leadership transition underway at Mattress Firm? Thanks.

Sure. Let me take a crack at some of those. First of all, on trends, which again, I think has been fairly well-published. We got a, we'll call it a benefit in the fourth quarter with the peaceful transition of government in the U.S., which may not have been expected. And we'll call it the Trump bump. And I think you saw that in various places. And that went through certainly December, went through January, and then I'm going to call it the activities in Washington, which have created some uncertainty in the U.S. and maybe the world began to kind of felt like it probably hit the market like right at February 1st, okay. And President's Day in the U.S. was less robust or muted compared to expectation. No question, some of that is weather, but weather does not explain what I would call the muted impact for President's Day overall. So again, not too troublesome. It's kind of what we've been seeing as we get these starts where there's clear solid growth for a period of time year-over-year and then you hit a period where it's soft and it's negative. And so that's kind of what I call the current trends. On the same day...

Same store sales growth?

On the same-store sales growth at Mattress Firm, generally, the history of Mattress Firm is share gain, we'll call it a minor share gain, but share gain. And so their same-store sales growth is going to be dependent somewhat on the market. And then we have not gotten into their real-estate strategy and detail and store expansion and all of that and some of that may or may not have an impact on how we think about it. So it's a little early to say that. But most of their same-store sales will be dependent on the market.

Correct.

And then I think the third part of your question was management change. We recently made a change in the leadership at Mattress Firm. We'll continue to work with the team at Mattress Firm and make sure that we've got the right team, people in the right positions with the right authority for success in the future. And that's my day job right now and we'll have that knocked out. I mean, within a quarter, I think we'll be able to give you some more information in that area.

Your next question comes from Jonathan Matuszewski with Jefferies. Your line is now open.

Great. Good morning and thanks for taking my question. It was a follow-up on synergies, recognizing kind of those hard walls are just coming down now, but just curious about kind of the cadence of that realization. Obviously, $10 million in the second half, that'll ramp in '26 and '27. But just trying to understand how the bucket will evolve over time in terms of what that $10 million is initially coming from, whether it's logistics or manufacturing efficiencies or life cycle management, et cetera, and kind of how those buckets evolve as those synergies ramp in '26 and '27. Thanks so much.

Yes.

Let me talk about the process and then you kind of answer his question. Let me make sure people understand the process. The process is each leader of each of the companies will get together and form a committee. And in their area of responsibility, they will come up with proposed synergies and then they will present them to top management to - for us to kind of pick which ones we want to go after. And so like operations and logistics, actually they're meeting next week and actually they probably met a little bit this week with the big groups. Next week those two leaders will work their group. Merchandising will be working. And then, of course, accounting, we'll call it back office stuff. I suspect most of the really quick hits of back office kind of stuff that are easier to consolidate, but want to you give them some perspective.

Absolutely. So just to put some color on the $10 million, again, you got it right back half primarily loaded. And where I think of that coming from is let's call it sourcing initiatives, principally in those corporate type of functions where we get the power of scale. So think about it that way. Also, I would imagine that from -- there's going to be a bit of manufacturing efficiencies as well. Now that we can - being observant from a firewall standpoint, however, we could more easily work with each other. I imagine that there is some opportunities that lie in that area in 2025. As I think about the cadence, let's call it a slow build, let's say, again, big round numbers. We got a $10 million, let's say it doubles a little bit more than doubles thereafter and then fill in the gap in that terminal year of 20 - the third year.

But to get $10 million in your numbers this year with already into the second - going to be in the second quarter by the time you're doing implementation, what you're actually getting done is much bigger than $10 million.

That's right.

And you'll get the wraparound effect…

Exactly.

In '26, even just for the start of the year.

And plus a little bit more.

Yes.

Your next question comes from Laura Champine with Loop Capital. Your line is now open.

Thanks for taking my question and sorry if it's duplicative. I'm juggling calls this morning. But once you digest Mattress Firm, what's your outlook for retail location growth? Call it '26 and beyond in - across your platforms, U.S. and U.K.

Yes, great question. Let me do Dreams first of all because I'm very familiar with it because we've owned them for a while. They still have opportunities in the U.K. for store expansion and that team has a long-term plan for what would, I guess I'd call it single-digit percentage growth in stores - something like that. So they still got that opportunity. In the Mattress Firm real estate, we've not gotten into the details of their stores. They have a very sophisticated department that has worked through their real estate over the number of years that we've got confidence in. But we haven't been fully through that and we have not seen any store-level data. We'll start that next week. And so I don't really have a perspective at this point. So I'm going to say, let's just call it store count flat today would be kind of my guess. Again, not fully knowledgeable of the detail. But within that, quite a bit of rotation from some markets that are over-concentrated and then new markets or new areas where there are growth opportunities. But we'll have more information on that in detail throughout the year as we get, we'll call it, fully informed on their real estate strategy.

Your next question comes from Phillip Blee with William Blair. Your line is now open.

Hi, good morning. Appreciate the time. Can you talk a bit more about the upcoming Sealy launch? How do you think about that brand's growth potential this year compared to Tempur-Stearns over the past few years during their product launches? And what kind of contribution that can have this year? And then Bhaskar on the margin side, I know that there's a lot going on with gross margin this year but how should we think about any headwinds related to brand mix going forward? Thank you.

Thank you. As Sealy is the largest brand in the U.S. - largest bedding launch in the U.S. and Sealy has been challenged in 2025 as the product we left it in the marketplace. It was its last year before end of life. And so this is a big refresh and I would expect the growth potential for Sealy in 2025 to probably exceed Stearns & Foster in Tempur. Bhaskar - I'm looking at Bhaskar but I've never really answered that question directly.

That's right.

But I think that would be our expectation because of the freshness of the product, the innovation that's in it and the excitement that we feel through the retailers and where it's been placed, its performance. But I think the other thing that's going to impact that is I think you know this is that Sealy is generally lower ASP than Tempur and Stearns & Foster and over the last few years the lower-end customer has been more challenged. So it is - it'll be impacted some by that but I think even with that I would expect Sealy's growth to be more than Tempur and Stearns & Foster this year.

When I think about gross margins and just some drivers. Let's talk about Tempur for a moment for 2025 on a like-for-like basis is I would think productivity again continues to drive. I would expect, again, on a like-for-like basis Tempur to grow about 100 basis points maybe a little bit above. The primary item of that is going to be the productivity which will be offset by some commodities sitting here today it looks like we're going to have a bit of commodities headwind. However you put those two together it's still going to be favorable for us. The other item that we called out was FX. So within going through gross margin line is that there are some countries, geos where we buy in U.S. dollars, the U.S. dollar is strong relative to those currencies so causing us an FX segment of about $15 million. And then finally I would say a couple of items four models will be a headwind for us in the first half and then I'll close it down with the mix sitting here today is that we assume the industry, the category is going to be kind of stable which would imply a little bit down, a little bit up in the back half. So we're not assuming that that low-end consumer comes back which would be great for EBITDA however dilutive to rate. So at this point, we're not considering any of that. But the one thing to be mindful of is that mix will be favorable for a couple of reasons. One, the foreclosed business that we talked about. Foreclosed business was associated with some of our OEM as well as the big box. And then the other item that will be that will help from a favorability standpoint is the international sitting here today is expected to grow a bit faster which will be favorable as well. That's all on a Tempur Sealy like-for-life which should drive at least 100 basis point of growth.

Our last question comes from William Reuter with Bank of America. Your line is now open.

Hi, I just have one. I was wondering if you'd given any thought to the new potential reciprocal tariffs that may be put into place and if you've done any work around what that could mean if the policies that were announced last Thursday, so February 13th were put in place in terms of margin headwinds. That's it. Thanks.

When I think about tariffs, they are moving around a lot. You're right. Whether it's the reciprocal tariffs or the Canada, Mexico tariffs, the ones that we're thinking about, or they're out there from China, if the aluminum steel, the way that we're thinking about it is - today, it feels like maybe one of those have stuck around China relatively de minimis as it relates to how we're thinking about it currently because it's not only the impact of the tariff, we do have good relationships with our suppliers and we do have some lag in between when that tariff is enacted and when it goes forward or when it gets - when we see it in our P&L and it gives us an opportunity to think about from a pricing standpoint if there. So that's a lot of words to say that things are moving around and we do have what we have visibility on and what has stuck we have that forecast. As it relates to the reciprocal tariffs is the one thing I would - that often comes to mind is adjustable base business. I believe one of those countries that may be impacted by that is Vietnam. So again, we have flexibility, we have the opportunity to move things around. But what we see in front of us is a lot of uncertainty as it relates to that and there's also the upside as well. So in tariffs, they go both ways. So as those tariffs and those finished goods start coming into the U.S., so it's an opportunity for us as well.

Yes. I mean, obviously it's complicated right now, but we're going to benefit from any tariffs that are put on imports. So that's kind of we'll call that a good guy in our terminology. Then probably just tariffs in general, the ones that get our components and stuff, from a competitive standpoint, it's actually an advantage to us because of our size and our volume, it's easier for us to deal with the suppliers on that issue than the smaller people who don't have that buy. So as much as it's kind of we'll call it a pain, from a competitive position standpoint, I think it's actually - it puts us in a better competitive position, relatively speaking. And then all of it is all before you do any mitigation. And from an industry standpoint, the industry has a history of if you have true cost increase in your components as the industry passes that on to the consumer if that's what ends up happening. And then quite frankly, all our suppliers are working through this and working on where to move production. And when we're talking about components, most of what you're talking about, that production can be moved within a reasonable period of time, it's not like the auto industry. We can't move it very quickly. So all in all, the way I think about it with no guarantees because I don't think any of us know exactly where things are going to land is we may have a little impact for a quarter or two when - depending on how the tariffs land. But within a few quarters, I would expect the impact to be insignificant because of mitigating factors in our competitive position.

There are no further questions at this time. I will now turn the call over to Scott Thompson for closing remarks.

Thank you, operator. To our 20,000 associates around the world, including our new 8,000 Mattress Firm employees, thank you for what you do every day to make Somnigroup successful. To our retail partners, thank you for your outstanding representation of our brands. And to our shareholders and lenders, thank you for your confidence in Somnigroup's leadership team and its Board of Directors. This ends our call for today, operator.