Welcome to Sleep Number's Q3 2024 earnings conference call. All lines have been placed in a listen-only mode until the question-and-answer session. Today's call is being recorded. If anyone has any objections, you may disconnect at this time. I would like to introduce Dave Schwantes, Vice President of Finance and Investor Relations. Thank you. You may begin. Good afternoon and welcome to the Sleep Number Corporation Third Quarter 2024 earnings conference call. Thank you for joining us. I am Dave Schwantes, Vice President of Finance and Investor Relations. With me today are Shelly Ibach, our Chair, President, and CEO, and Francis Lee, our Chief Financial Officer. This telephone conference is being recorded and will be available on our website at sleepnumber.com. Please refer to the details in our news release to access the replay. Please also refer to our news release for a reconciliation of certain non-GAAP financial measures and supplemental financial information included in the news release or that may be discussed on this call. The primary purpose of this call is to discuss the results of the fiscal period just ended. However, our commentary and responses to your questions may include certain forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties outlined in our earnings news release and discussed in some detail in our annual report on Form 10-K and other periodic filings with the SEC. The company's actual future results may vary materially. I will now turn the call over to Shelly for her comments. Good afternoon, everyone, and thank you for joining us. My SleepIQ score was 76 last night. In addition to announcing our 2024 third quarter results today, we also announced that I will retire as Board Chair, President, and Chief Executive Officer no later than the 2025 annual shareholders' meeting. In keeping with Sleep Number's established succession plan, the board has engaged an independent executive search firm to help identify my successor. To further support an effective transition, I will serve as strategic advisor to this new CEO and board through the end of 2025. I am filled with gratitude for our team's deep commitment to our mission and purpose, which has inspired innovations like our revolutionary Smart Bed and digital wellness platform that have improved almost 16 million lives. These life-changing innovations, combined with our company's remarkable culture, vertically integrated business model, and operating model transformation, give me tremendous confidence in Sleep Number's enduring competitive advantages and stakeholder value creation. The company also announced additional board and governance changes today, consistent with our deliberate, long-standing practice of aligning the company's strategic evolution with progressive board composition and governance. Details of these changes are described in today's separate CEO retirement release and associated letter to shareholders. Now, shifting to our third quarter results. Throughout the past year, we have taken ongoing actions to transform our operating model for greater financial resilience across a range of economic environments. During the third quarter, our initiatives drove broad-based efficiencies and a gross margin rate improvement to 60.8%, resulting in third quarter Adjusted EBITDA of $28 million, which was in line with our expectations, even with persistent weakness in consumer demand. I am proud of our team for their agility and stellar execution in delivering these results. This increased financial resilience, combined with our innovation superiority, positions us to accelerate into the demand recovery when it comes. Sleep Number is fit, lean, and generating cash in a challenging macroeconomic environment. With ongoing top-line pressure from the bedding industry's third year in a recession, we did not experience the demand improvement in Q3 we had expected, and are furthermore not planning for improvement in the fourth quarter. As a result, we are lowering our full-year Adjusted EBITDA guidance to a range of $115 million-$125 million. We are outpacing our 2024 targets of $40 million-$45 million in operating expense savings and 100 basis points of gross margin rate expansion. Our Q3 gross margin rate of 60.8% was 340 basis points better than prior year, and our year-to-date gross margin rate of 59.5% was 150 basis points above prior year. Q3 operating expenses were down $17 million year-over-year before restructuring costs, and year-to-date operating expenses were down $60 million. Our actions to transform our operating model are furthering flexibility and resilience in our cost of acquisition, cost of goods, cost to serve, and R&D G&A leverage. Highlights include deepening audience segmentation in our marketing strategies, sustaining material cost reductions in our go-forward gross margin rates, increasing demand-adjusted efficiencies in our manufacturing and end-to-end fulfillment networks, and reducing R&D and indirect operating expenses supported by our restructuring efforts towards more variable costs. As a result of these rigorous actions, we now expect 2024 full-year operating expenses to be down approximately $75 million versus prior year, which will deliver a two-year operating expense improvement pre-restructuring cost approaching $160 million. We are confident in the sustainability of our more durable operating model as we continue to navigate this weak demand market. Consumer spending in our category and other high-ticket discretionary products remains disappointing, and it continues to lag macroeconomic metrics. We believe consumers will require additional interest rate cuts that improve their financial position and increase their purchasing power before returning to spending on these categories. With the bedding industry and Sleep Number lapping two years of double-digit demand declines in the third quarter, we had expected a sequential improvement from the first half of the year. However, our Q3 demand was largely unchanged from first-half performance. The two strongest periods in the quarter were July 4th weekend and Labor Day weekend, with low single-digit growth. This concentration in the biggest sale weekends was much more marked these past two years than in prior years, when consumer response was spread out over the weeks leading up to the event. This cautious shopping behavior is representative of a more scrutinizing consumer who is budget-conscious, needs more time to make a decision than in prior years, and concentrates their purchases during promotional events for maximum value. We expect pressured sales trends to continue in the near term, with the economy, U.S. election, and geopolitical conditions presenting ongoing uncertainty. In this environment, we are leaning into both our strong brand and innovation superiority. First, we are deepening initiatives focused on our brand differentiators in media and marketing segmentation to more effectively reach and activate the current limited number of intenders considering mattresses. Second, we are strengthening our market leadership position in temperature-balancing sleep solutions to increase customer consideration and conversion. Earlier this month, we introduced the revolutionary ClimateCool Smart Bed. This new Smart Bed expands our assortment and price points of active temperature innovations, which includes our award-winning Climate360 Smart Bed and the DualTemp layer. This new Climate Series, now set in all Sleep Number stores, addresses one of the most important issues affecting sleepers: temperature challenges. More than two-thirds of sleepers report they sleep too hot or too cold. In addition to addressing temperature fluctuations through active temperature management, the Climate Series Smart Beds feature scientifically backed cooling programs that are designed to provide deeper, more comfortable sleep. The Climate Series Smart Beds are resonating with these target customers and are accretive to our gross margin rate. In summary, we are continuing to take actions that improve our financial resilience and durability as we simultaneously lean into Sleep Number's clear competitive advantages, including proprietary sleep innovations that deliver proven quality sleep through our sleep wellness platform with millions of Smart Sleepers connected to our brand and our vertically integrated business model with exclusive direct-to-consumer selling in nearly 650 stores and online, and an efficient manufacturing and fulfillment network. Our transformation progress, combined with rigorous execution of our differentiated strategy, positions us when the market growth returns to capitalize on our innovation leadership, accelerate our profitable growth, generate strong free cash flow, and deliver increased value for all stakeholders. In closing, I want to thank our entire Sleep Number team for their passion, resilience, and stellar execution in a difficult retail environment. Their dedication to our mission and best-in-class effort are driving new innovations and financial results that serve as a strong foundation for a return to growth as market conditions improve. Now, Francis will provide additional details about our performance and outlook for the year. Thank you, Shelly. Let me say congratulations on your pending retirement, and thank you for your leadership and partnership. Turning to the business, our third quarter results demonstrate our team's commitment to deliver against our controllables, while continuing to navigate a historically weak demand environment for the bedding industry. Our ongoing cost control rigor and gross margin improvement initiatives resulted in us achieving our third quarter Adjusted EBITDA guidance, despite a softer-than-expected top line. We continue to focus on maximizing cash flow generation, with year-to-date free cash flow up $50 million versus the same period last year. Now, let's turn to a review of our third quarter results. Third quarter net sales of $427 million were down 10% versus last year and five points below our expectations. Net sales for the quarter included a high single-digit demand decline, a couple of percentage points of headwind from year-over-year backlog changes, and one point of pressure from fewer stores. We delivered a 60.8% gross margin rate for the quarter, up 340 basis points versus the prior year, and we accomplished this even with deleverage from the year-over-year net sales decline. Our year-to-date gross margin rate of 59.5% was up 150 basis points versus the same period last year and ahead of expectations, driven by broad-based gross margin initiatives, which, as a reminder, include material cost reductions, including redesign actions, reducing number of parts for selected products, ongoing supplier negotiations for all material components, year-over-year cost efficiencies in our home delivery and logistics operations, including a more flexible labor model, increased efficiency in home delivery truck utilization, and savings from switching our primary parcel provider. Over the past several quarters, we have continued to streamline and align our cost structure with the ongoing weak demand environment. In the third quarter, we drove an additional $17 million in operating cost reductions year-over-year before restructuring costs, with a year-to-date gross operating expense reduction of $60 million. Third quarter operating expense reductions were broad-based, including lower selling expenses, with 25 fewer stores versus the prior year, lower marketing expenses, including paring back our media investment post-Labor Day, and reduced R&D spend. Over the past seven quarters, we have reduced operating expenses by $145 million. By year-end, we expect the total operating expense reduction over the last two years to approach $160 million pre-restructuring costs. Maximizing adjusted EBITDA and free cash flow generation have remained our priorities this year. We generated $28 million of adjusted EBITDA in the quarter, up 11% versus the same period last year. Our third quarter adjusted EBITDA margin of 6.5% was up 120 basis points versus the prior year, driven by the 340 basis point increase in our gross margin rate and the $17 million reduction in operating expenses, partially offset by deleverage from the year-over-year net sales decline. Our adjusted EBITDA for the quarter was in line with our guidance range of $25 million-$30 million. For the third quarter, we generated $24 million of free cash flow, which is $29 million higher than the same period last year, with year-to-date free cash flow up $50 million year-over-year. For the full year, we now expect free cash flow of $10 million-$20 million, which includes the expectation of $15 million- $25 million negative free cash flow in the fourth quarter. Our updated free cash flow expectations for the year are primarily due to our reduced net sales guidance, which we expect to negatively impact our projected working capital position at year-end, along with lowering our full-year adjusted EBITDA expectations. Our updated 2024 free cash flow outlook would represent a $75 million-$85 million improvement from last year. Turning to our 2024 outlook, we are updating our full-year adjusted EBITDA outlook to a revised range of $115 million-$125 million, compared to our previous range of $125 million-$145 million. The updated outlook reflects the ongoing weak bedding demand environment, which we do not expect to improve meaningfully in the fourth quarter. Let me provide some of the key assumptions included in our updated 2024 outlook, along with our fourth quarter expectations. We now expect net sales to be down approximately 10% for the year. Our full-year net sales guidance continues to assume 3 percentage points of headwind from year-over-year backlog changes and 1 percentage point of headwind from lower average store count. We expect at least 150 basis points of gross margin rate expansion in 2024 versus our previous expectations of at least a 100 basis point increase. We expect capital expenditures of approximately $25 million for the year, $5 million lower than our prior outlook. Turning to fourth quarter performance, at the midpoint of our adjusted EBITDA outlook, we are expecting net sales to be down high single digits versus the prior year's fourth quarter, similar to our year-to-date net sales performance. We expect fourth quarter adjusted EBITDA to be a little more than $25 million at the midpoint of our outlook range, compared to $18 million for last year's fourth quarter. Our leverage ratio on a trailing 12-month basis was 4.2x EBITDA at the end of the third quarter, as planned, compared to our covenant maximum of 5.0x at quarter-end. Our leverage ratio improved sequentially from the second quarter as we lowered our outstanding debt balance in the quarter, while slightly increasing our trailing 12-month EBITDA. Based on our updated guidance, we now expect to end the year with a debt-to-EBITDA leverage ratio of around 4.1x, or slightly better than the third quarter, and well below our covenant maximum of 4.8x at year-end. Last quarter, we provided some illustrative comments to indicate the minimum net sales required in 2025 to stay within the covenant levels based on our current cost structure. With the additional profitability improvements we have made, we now estimate net sales of approximately $1.7 billion would be sufficient to remain under the 4.0x EBITDA covenant throughout next year. As a reminder, we will provide our 2025 outlook on our year-end call. I am grateful for the tenacity, resilience, and dedication of our entire team. We continue to execute cost efficiencies across the business to help offset prolonged historic weakness in the bedding industry, and importantly, also leading to a more durable business model to help us thrive as demand recovers. With that, Operator, please open the line for questions. Thank you. We will now begin the question and answer session. If you have dialed in and would like to ask a question, please press star one on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press star one again. We'll take our first question from Bobby Griffin at Raymond James. Good afternoon, everybody. Thanks for taking my questions. And Shelly, congrats on your pending retirement. Thanks, Bobby. So I guess first up for me is just maybe unpacking a little bit more of just kind of how the quarter played out. And maybe just in October, actually, we've heard various reports heading into election, media spending's tough, businesses actually pulled back more. Just kind of curious if you're seeing that, and if obviously that being reflected as part of the Q4 updated guidance. Yeah, Bobby, regarding the shape of the quarter, I gave a few highlights in my prepared remarks. We had low single-digit growth on both holiday weekends, July 4th and the Labor Day weekend. And the rest of the quarter was challenging. And we particularly had spent media going into the Labor Day event in that August period, and the consumer really wasn't there. And we did pull back in media quite significantly after the Labor Day weekend, again, not seeing the consumer in the marketplace. And same with July, early July, around the July 4th weekend, we had the low single-digit growth, and then very minimal activity from the consumer outside of that period. And that has continued into October. And as we stated, we had about five, six points of demand pressure greater than we had anticipated so far this year. It's been consistent all year. We expected a sequential improvement in the third quarter, and that didn't happen and that's how we're seeing it play out for Q4 as well, given the ongoing uncertainties and challenges our category is facing and big ticket in general. Okay. Shelly, I mean, just to put it in context, the two holiday numbers seem very good. Is it fair to say those holidays were in line with expectations, and it was just weaker during the non-holiday periods? Or was the original plan and the spending for the holidays to actually even be stronger themselves than the low single-digit growth you have? No, you described it well. The consumer outside of the holiday weekends, I mean, we're just seeing a much more pronounced spending. It's consistent with the consumer behavior that we've been talking about. Not only are we dealing with a scrutinizing consumer, but she's also more delayed in her decision-making than we've seen. And that's been particularly persistent here in the last, well, since July, since the latter part of July, just less decisive. So yeah, very pressured with all of the macro challenges. Okay. And then secondly for me, I mean, you guys have made some store portfolio changes this year, closing some underperforming stores. And I know. I understand we're not going to get 2025 guidance, but as we sit here today and kind of look at the store portfolio, what are your thoughts on the size of it today, given the current demand environment? Does there need to be another round of closing? Is there negative four-wall EBITDA stores today? I mean, just help me think about how we've made progress on that with some of these closings we've had this year. Yeah. Thanks for that question. As we went into the year, we overall, everyone was expecting the industry to be flattish. We expected it to be down low single digits with about a point and a half of pressure from store closures. And that's about what we still see about a point and a half from store closures. We were opportunistic when we decided on these store closures last year and took action around this time period. And we focused on underperforming stores, stores that were part of a test on density. We're really happy with the transfer rates, which are exceeding our expectations over 50%. But also, like I said, we are quite selective in making those choices. We have a really healthy retail portfolio. Our store portfolio across the country has been healthy, and we're happy with it. We think it's largely where it should be. We can generate a lot of comp sales in our current retail portfolio. We'll be able to grow strongly with strong flow-through as the industry recovers. I wouldn't characterize it as a store problem. Okay. And then lastly for me, Francis. Oh, go ahead. I'm sorry. Yeah, Bobby, I was just going to add that we have an ongoing process where we look at our store profitability by DMA, and that's going to continue to be an ongoing process for us. So as we plan into next year, we're confident we're going to continue to adapt and adjust our business with active contingencies like we've done all year this year. And store closures or stores will be part of that. But as Shelly mentioned, we generally have a really healthy fleet right now. Okay. Thank you, Francis. And then lastly for me, it was just on gross margin. I mean, one of the bright spots this year has been some of the self-help that you guys have shown in the gross margin side of things. Francis, can you kind of unpack where we are in that journey? I guess we got World Series going on, so maybe use a baseball analogy. Is there more self-help end of 2025, or is 2025 and kind of the future gross margin really just going to be dependent on industry volumes and Sleep Number's volume? Yeah. I'd say we're using the analogy. We're along in the journey, but we're nowhere near done. We've put in robust processes as part of our planning and inspection of all the planning that we do. And the actions that we've put in place, we've given you some strong examples of those across product redesign, material costs out, looking at how we deliver products. These are things that our team is doing on an ongoing basis through active planning. And so we'll have benefits next year, one from anniversarying some of the initiatives and actions that came online partially through this year. And then, honestly, the ongoing activity and programs we have in place to not stop, but look at this as just part of how we run our business, is to have constant improvement and agility. That's going to be ongoing. It will be really fun as we get the growth in unit. I hope so. Yeah. At some point, it will turn. I'm waiting on it as well, Shelly. Thank you for answering my question. Thanks, Bobby. I keep saying when it turns. Exactly. We'll move next to Brad Thomas at KeyBanc Capital Markets. Thanks for taking my question, and Shelly, wish you all the best as you move on to other things here. Thank you. I wanted to maybe first just start as maybe a follow-up on the sort of consumer weakness that we're seeing out there. Could you just talk a little bit more about what you're seeing when you run promotions and maybe how you're thinking about weaving in promotional activity or what kind of new products might be needed in the assortment if this kind of tough environment continues? Yeah. Great. Well, I'll start with the end of your question. The kind of new products that need to be introduced are exactly what we're doing. Super proud of the team, both executing the operating model transformation, but also advancing our innovation, go to market with our new Climate Series. I mean, the Climate Series gives a range of price points and addresses one of the most significant issues of temperature fluctuation that consumers deal with, and it's really exciting to be able to offer solutions of active temperature management at a range of price points, and our teams are really excited, and customers are highly responsive, so addressing these segments of consumers that are responsive, that's an area of focus for us in this environment. We absolutely need to find ways to be more and more efficient with our media spend when there are far less customers in queue for purchasing a mattress right now. And that's where our focus is in marketing, is deeper marketing segmentation, more tailored messages, working to get greater efficiency. As you know, we've been more conservative than others on our media spend as we've prioritized our EBITDA dollars this year, which we're not going to overspend in this area. And we've experienced a little bit of that in August, where we spent more media looking at historically how consumers have behaved. But they're more concentrated around the holiday periods, and we have to pay attention to that and make sure we're honing into those periods more selectively. I would say the other change in the consumer is this delayed decision-making. Being direct to consumer with all of our stores, we see and hear pretty immediately how the consumer's behaving, and she just wants to wait until we see what happens with the election and other factors, so there's some real hesitancy out there to part with money, and then a little pressure on the financing in the quarter as well from approval and usage. That makes sense. And just to follow up on that approval usage comment, Synchrony is such an important partner for you. And I know you're one of their better partners, is how you've always described your importance to them and what you see out of them. But if I heard you right, you're saying that the approval rates and perhaps the usage and maybe the dollar values being approved, are those lower year over year for you with Synchrony? Slightly. Yep. Okay. Maybe just one last housekeeping, if I could. I don't think you have big China exposure, but could you characterize for us, as we think about your inputs, how much of them and how much of maybe cost of goods sold might be subject to incremental tariffs if those come to fruition next year in China? Yeah. Minimal, but as we've talked before with the semiconductor chip challenge that we experienced a few years ago, even a few things can create some pressure. That was a shortage issue. But the overall, it's a small percentage to the total, but it's all important. Great. Thank you so much. We'll move next to Peter Keith at Piper Sandler. Thanks. Good evening, Shelly. Congratulations on the retirement. We'll probably have you for a couple more quarters here, but wish you all the best, of course. Great. Thank you. Just trying to frame up the industry backdrop. I think we're all pretty aware that it's been a challenging period. And what I'm really trying to ascertain is if Q3 was actually more challenging than the first half of the year. Shelly, I think you said the demand comp was similar to first half. Then Francis, I thought later on in the script, you said it was down nine versus first half, which was down mid-single. So maybe just a straight-up question is, do you think it was a worse quarter for the industry than perhaps the first half of the year? Yeah. I believe, yeah, we see it as in line with the third quarter was in line with the first half of the year, and that's how we're thinking about the fourth quarter demand as well and we're going to be prudent about and cautious about calling a demand improvement until we see it. I would characterize it as we didn't get the step up we expected. We were down double digits, the industry was, and we were for two years in third quarter so we all expected a sequential improvement, and that did not happen so it remained very similar to the first half, and that's what we're seeing and expect to see in the fourth quarter and that's why we adjusted our guidance and at the same time, we continue to advance our initiatives in gross margin and EBITDA to deliver on the range that we shared. Okay. Very good. And then just pivoting over to the gross margin, which was obviously quite strong for Q3. So Francis, in the guidance now for gross margin to be up 150 basis points, it implies Q4 in turn, I guess, would be up about 150, so a step down from Q3. Are there any initiatives that are starting to, I guess, get lapped or is it more challenging or just want to be prudent on how you're thinking about the gross margin expansion? Yeah. I think for Q4, you can anticipate a gross margin rate of around 59%-60%. Seasonally, our Q4 tends to be lower than Q3 sequentially. But on a year-over-year basis, we're going to have a significant step up versus last year's Q4. Okay. Very helpful. Thanks so much. Yeah. Thank you, Peter. We'll take our next question from Michael Lassar at UBS. Hi, everyone. This is Dan Silverstein for Michael. Thanks for taking our question. Hello. Congratulations, Shelly, as well from our team. Just two quick questions. Maybe to start on 4Q, the sales guide is for trends to get a little bit better. Is that just a function of less of a backlog impact, or is there any other texture there that you can provide, just given all the distractions the consumer will be facing? Yeah. You're speaking to net sales? Yep. Yeah. Thanks, Dan. This is Dave. So if you think about our guide for Q4, we've talked about sales at the midpoint of the guide being down high single digits. Year to date, for the first nine months of the year, we're down 10. So high single versus 10, I'd say they're quite similar. So we're not expecting any dramatic difference. There will be probably a little less backlog pressure in Q4 than what we saw in Q3, maybe call it a point or two. So there'll be a little less backlog pressure. But overall, we aren't expecting a material difference in demand trends from where we were first nine months of the year versus the fourth quarter. Okay. Thank you. And then our second question. Appreciate the commentary about the revenue base needed next year to avoid triggering the debt covenants. I understand you'll be giving 2025 guidance next quarter, but I think the covenants start to kick in at 4Q 2025 and 1Q. So the question is, A, is that correct? And B, is there anything else you're preparing in terms of mitigating actions if demand remains significantly challenged or gets even a little bit worse? Yeah. Your read on the covenants is correct at the end of Q1. The covenants go to 4.0x. So a couple of things. One is, with the changes to our cost structure and our gross margin rate advancements, we expect to remain within our leverage covenants through 2025. And based on our current cost structure, that is what would require that minimum net sales of approximately $1.7 billion. We continue to evaluate all of our alternatives as part of our ongoing processes to supplement and/or work within our existing credit line. But importantly, we've got a lot of the elements of our transformation in place. We have made significant progress against our cost structure, our gross margin rate. And these are going to be ongoing tailwinds for us as we plan into the year next year. I think, Dan, maybe just to add a comment on Q1. This is Dave again. So if you think about Q1, as we go into Q1, we're going to be up against a sub-59% gross margin rate in Q1. We're also Q1 of this year, we didn't have the benefits of all of the cost actions that we've continued to execute all year long. So we would expect exiting the year, call it an EBITDA ratio of around 4.1. We would expect that to improve in Q1 based on just the ongoing execution of our expense initiatives and certainly exceeding last year's or I should say this year's Q1 gross margin rate. So just a couple of items to think about as we move into Q1 specifically when the covenant does drop down to 4.0. Very helpful. Thank you. That concludes our Q&A session. I will now turn the conference back over to the company for closing remarks. Thank you for joining us today. I also want to congratulate Shelly on her retirement announcement and wish her all the best as she embarks on her next chapter in her life. Well deserved, Shelly. Sleep well and dream big. This concludes today's conference call. You may now disconnect.