Compass Diversified (CODI) Earnings Call Transcript & Summary
January 19, 2023
Earnings Call Speaker Segments
Patrick Maciariello
executiveWell, hello and thank you for coming. I'm Patrick Maciariello. I'm the Chief Operating Officer here at Compass and we just wanted to welcome you, and again, just to tell you how much we appreciate your support in being here. Before I get started, before I introduce Mike Joyce, I want to just say thank you to the Compass team, [ Ka ] and [ Kara ] and [ John Lynn ] who put this on. It was really fabulous. So thank you all. And I also want to say thank you to each of our subsidiary management teams who displayed their products with such professionalism and I was just -- I'm humbled to be associated with them. So thank you. It's my honor to introduce Mike Joyce. Mike, in 2012, after a 24-year career at Albany International, which culminated in being the President of the Applied Technology Group, Mike led the buyout from Albany International of PrimaLoft through focusing relentlessly on innovation and sustainability and through tremendous drive, he more than the -- that he and his management team more than doubled the business and then more than doubled it again. So no pressure, Mike. But Mike is a graduate from UMass Dartmouth and a graduate from the Advanced Management Program at Harvard Business School. Mike is on the Advisory Board of M&T Bank in the Capital Region and is also a member of the Outdoor Retailer Association. Mike is becoming quickly a good friend, and it's my honor again to introduce our partner, Mike Joyce.
Michael Joyce
executiveGood afternoon, everyone. Pat, thank you for your introduction. I appreciate that. It's my great pleasure to be here today. I really enjoy talking about the PrimaLoft story and explaining our beginnings, the progress that we've made as well as opportunities moving into the future. Slide's not advancing. So I'm going to spend a few minutes giving you an overlay of who we are. You've heard in the quarterly meetings a little bit about the business, but really not deep enough. So I'm going to go a little bit deeper about who we are, what our recent performance has been and then talk a little bit about where we see our growth opportunities going in the future. So in the videos that you saw leading up to the dinner -- or I should say lunch, we talked about advanced material technology. And we make advanced material technology that's felt by the planet, and what we mean by that is advanced materials are core of what we do. It's the DNA. It is how we started the business. It is how we started the business, it is how we innovate and it's how we differentiate ourselves to our brand partners in the industry. But we're also a premium brand. It's an interesting combination. Not only do we have expertise in advanced materials, but we're also known as a premier brand within our industry, and that's a pretty powerful combination. Our products can't be seen. They're inside garments, they're inside shoes or inside apparel. However, we wrap the body and we directly impact experience and so think of us as almost like Intel Inside or maybe something closer to us in our industry would be GORE-TEX, right? We directly impact experience. Our belief and our success is based on unleashing the full potential of people, products and the planet. And what we mean by that is people is the consumers, unleash their potential. Products is the products we make. And the planet is how we make those, make them in a responsible way. And I'd argue that that's been a core to our growth in the last several years is really abiding by that belief. We have the capability as an advanced material technology company to go into the actual material itself and change the behavior of that material. So we can go into the polymer of the material. If we change the behavior of the material, then we can change the behavior of the final product. And so you have tremendous leverage when you are able to do that. We have the capability, and we've done it in the past. Good examples would be our Aerogel technology that we use Aerogel particulates and we embed them into materials and it improves the thermal performance of the product. Or our PrimaLoft biotechnology where we take biodegrading additives and embed them into materials so that now polyester can biodegrade and landfill can -- and seawater and in wastewater. Nobody's done that before. Relentlessly Responsible is, and you saw this in the lead-in video, is our sustainable platform. It's how we think about how we make products. So this involves products and technology, and we build those products and technology, but we build them on a sustainable chassis. So think of it as an automotive assembly line where we take our technologies and our materials, but we use a sustainable chassis to build out these products. And this involves not only what we make, the actual product we make, but it also involves how we make it. An example of what we make would be the PrimaLoft Bio material that biodegrades. That's what we make. How we make it is an example of that is our P.U.R.E. technology platform, where we've been able to modify our materials, change the way we make products and reduce our carbon emissions by 70%. So it's not just what we make it, it's also how you make it. and that's been gaining a lot of traction in our market as well. We have -- we've been in business for 40 years. So we've been around a while. And we have a long history of being first to market with new technology. That's the chosen path we've taken. There's nothing wrong with fast to follow, but that's never been what we were about. We're always trying to be the first to market. It started going all the way back 1983 when the Department of Defense, through the Special Operation Forces, approached the company with the project of eliminating down from their cold weather fighting uniforms. Up until that point, the military was using duck down and goose down in their cold weather fighting uniforms. And it's a wonderful material. It has very high warmth, very lightweight, compressible, so you can pack it away. The problem with it is when it gets wet, as you all know, down collapses and it loses its thermal performance. And so our project was to create a product that had the loft and the warmth and the weight and the compressibility of down, but maintain warmth when wet. And in 1983, the company patented the PrimaLoft fiber with first of its kind. The typical fiber size that we use, to give you a reference, if you took a human hair and you splice that 7x, one of those strands is about the size of our average fiber. Or another way to look at it is it's half the diameter of cashmere. So as you pull that one fiber out of your cashmere sweater, our material's half the size of that. So it was never done before. So we're first in market there. We still do a tremendous amount of U.S. military business, Special Operation Forces, to this day. Soon after, L.L.Bean got note of this new technology and in 1990 launched the mountain [ lined ] parka. That was our first product that went into retail. And they used that in expedition over to Everest. Right at the end of the cold war, they had a peace climb. Some people might actually remember that. There was a peace climb to Mount Everest. L.L.Bean was the sponsor of that climb and all the climbers had PrimaLoft on their backs. That's about the same year Ralph Lauren Polo found our products and Ralph liked the thin silhouette, warm, thin and great drape. Both, L.L.Bean and Polo, are our customers today, one of our top customers today. So really a 40-year history with those 2 companies. I won't look at -- I won't pick out every single bullet here on this slide. But in 1997, we came out with the first recycled content product using footwear. Nobody wanted it, nobody asked for it, but we had the ability to use recycled materials and be able to make super-fine fibers out of this second-grade plastic and we've been able to produce insulations used in footwear because we could do it and we knew it was the right thing to do. And from there, the sustainable trends came many years later, but we were the first in market for that. More recently, we launched our PrimaLoft Bio in insulation in 2018, first ever. 2019, we moved that to fabric. So now we make a PrimaLoft biodegradable fabric, first of its kind at that point. And then just recently, in 2020, we partnered with Patagonia, and we launched our PrimaLoft P.U.R.E. and P.U.R.E. stands for Produced Using Reduced Emissions. And again, that's how we make the product. We can reduce the carbon footprint of our products up to 70%. We started with Patagonia, an iconic sustainable brand, gave them 1-year exclusive, and now it's through the industry and growing quite rapidly. And then lastly, I'll just tell you that over the last 10 years since 2012 and the leverage buyout, we've accelerated new product launches tremendously. We do business with over 950 brands around the world, global brands. These are the most iconic brands in the world. No one customer is more than 6% of our revenue. And that creates a very long revenue tail. That also creates stability in terms of your revenue line. We have a diverse list of customers, globally and by segment. So we do business with Patagonia, which is a technical apparel brand, all the way to street -- like more of a street brand like Vans or a lifestyle brand like Land's End to a high fashion brand like Moncler, a ski brand like Spyder or a hiking brand, climbing brand like Black Diamond. We have large retail customers like adidas and Nike and we have the small regional player like a Schoffel in Germany. So we play in a lot of places and that, again, provide stability to our business. These leading brands prominently support and display our brand on garment, at retail, online and they have since the first beginning. And they do that because we stand for performance and sustainability. We stand for best of the best. And that allows them to charge a price premium, to encourage high velocity of sell-through and also attract new consumers to their brand. When they see the red logo, they know that means quality and they get attracted to that brand. Typically, our tags that we use on the garment are permanently placed on that garment. So we have over 200 million tags were placed in garments over the last several years. Now the upper section, the blue jacket, that's an Maloja jacket and that's typically a small sewn-in label on the inside of their jacket. We also have brands that put us on the outside of the jacket, and it's happening more. An example of that is Nike. Nike has a 6-inch embroidered PrimaLoft logo on the sleeves of those jackets that are out there. Stone Island is a high-fashion technical brand who prints on every jacket exactly the contents and why they use PrimaLoft. Lululemon is in the bottom, that's a hang tag. Lululemon has created their own hang tag. And on that hang tag, Lululemon is not mentioned, just PrimaLoft, and they talk about our genesis in military. And so one must ask, why would someone like Nike, who protects their brand as much as they do, want and encourage and come to us and ask if they could put our 6-inch embroidered logo on the outside of the jacket? It's because we're delivering value to them, we are attracting new consumers and we're raising their position in terms of performance. Those are the reasons why that happens. We historically have been, and we have a core competency in what I call B2B marketing. That's historically what we've done. We've associated ourselves with some of these large brands and we've rode their coattails very effectively. So we'll go with the North Face and PrimaLoft with North Face or PrimaLoft with Patagonia. And it's a partnership marketing arrangement that's been very successful. In 2022, we decided, we're going to pivot a bit. We're going to continue making those investments on B2B. But we believe that we have the size and the scale to start moving direct-to-consumers. And so we started this program where we're starting to talk to consumers about PrimaLoft agnostic from the brand. We want to tell our story, we want them to understand who we are and what we stand for and create demand -- consumer demand. So they'll walk into the store and say, do you have a PrimaLoft jacket? Similar to what they do now with GORE-TEX, is that a GORE-TEX jacket? That's the direction in which we're moving. We've been very pleased with the results. To give you an example, just looking at this slide, we've got a lot of acknowledgment and validation that our technology is relevant from companies like Fast Company, where we were chosen as the Brands That Matter 2022. Or I'm particularly pleased and happy about Popular Science. 2020, we entered in a competition with Popular Science and we won the grand winning position for our PrimaLoft P.U.R.E., which is our reduced emissions technology. And we won first place against Abbott Laboratories, Navidea, Google. Some of these most iconic innovative, consumer brands and PrimaLoft won best-in-class for that, for our PrimaLoft P.U.R.E. So that gives me particular pleasure in knowing that. So that's kind of who we are, the markets we play in, the focus on innovation, performance and sustainability and balance. But let me talk a little bit about the financial side. And I think the best way for me to really talk about shifting from product in markets to finance is to tell you why I decided to change my career at the age of 48 and lead a management buyout. And that was because I was familiar with the company. It was part of the parent company that I was involved with. I love the fact that it was an advanced material technology company and a recognized brand. You don't find people, companies that have a prominent position in both. I thought that was very unique. We had a history of growth going all the way back to the beginning. We have a compelling business model: high gross margin, asset-light meaning we have 16-factory partners that make products for us. We cluster those around where the garment is being manufactured, so we have efficiencies. That in itself drops my fixed cost basis. So I have a low fixed cost. I have low CapEx requirements as a result of that. And what's very unique about our business is we have negative working capital. And you can say -- you scratch your head and say, how do you get negative working capital? Well, for the last 30 years when we're doing business with these third-party manufacturers, we require prepayment. So we get the money coming in, hits -- wires in and then we ship the goods and we have terms off the back end. So we have a really nice float, and we can generate negative working capital. And the most important thing that I -- that allowed me to make the decision and sleep well at night was our free cash flow conversion was extraordinarily high. And I like companies that generate lots of cash. And so I made a business decision. Now I knew that the success of this company going forward was we need to introduce new product technology, we need to grow our revenue and I need to be a good steward of the business model that I so admire. And so if you look at what we've done with that, I think we've been successful. We've expanded the gross margin profile of our business through new product introduction priced at a premium. We've managed our cost very well. And because we have an asset-light model, we're able to have a flexible supply chain and that helps us with redundancy and it also helps us with, at times, price arbitrage opportunities. And we've been able to expand the margins very, very nicely. We've balanced our growth with investment appropriately. So if you look at our EBITDA return, it's over 40%. We've made very nice progress there relative to our sales increase. And then our free cash flow, that blip you see that went down, that's 2020, that's an anomaly. But we've been able to maintain very high free cash flow. And so we've been able to live up to that, those standards. Maybe shifting more on a forward-looking posture in terms of opportunities. We compete in a very large insulation market, and we define that as apparel, accessories and bedding. We do not look at synthetic versus down. We look at both together because we have products that compete, can compete head-to-head with both. And we've been winning share of market against both. So tremendously large addressable market. We're gaining share. Over the last several years, we've gained share almost 3x that of the industry average. We've gained it against down. We've gained it against synthetics. So we continue to eat away at share based upon our focus on innovation, performance and sustainability. And we've recently deployed our technologies into adjacent space. And one might ask, well, why would you move your technology into adjacent space? And it's for this reason: the purpose of our company is to unleash the full potential of people, products and the planet. We sit on technologies, let's say, like our biodegradation technology. We're sitting on this. We're using it for apparel. Why are we not utilizing it in other places? So we elected to start -- the tip of the spear is in the nonwoven hygiene market that is clamoring for this type of technology. We just launched into this. We're making tremendous progress, but we believe that using this technology as a licensing opportunity to create revenue flow is in the best interest of the company. And again, it's very early in the process, but we're making some very strong progress there. I'll go back. There's one other point I wanted to make is consumer tailwinds. We're seeing more emphasis on health and wellness across the board. Health and wellness for our apparel customers is getting outdoors, enjoying nature, lowering your stress level by being in nature. It's really moving in that direction. In the bedding business, wellness is about quality of sleep. We're seeing an increasing expansion of that focus. Secondly, there is an increased participation in the outdoors. If there is a silver lining coming out of 2020, 2021 is that people got outdoors. And most recreation, by the way, happens within 10 miles of one's home. And so you need goods, you need products and you need technology and equipment to go and do that. And so we're seeing a larger commitment to the outdoors and this is the next generation and many believe that this is the new norm, and that's good for our industry. And lastly, there's an increase in intensity to move towards sustainable solutions. Consumers want sustainable solutions. They want performance. They want quality performance, styling. And the next generation is looking for sustainable products, and they're willing to pay more for that. So these are compelling tailwinds that bodes very well for our company. With these favorable tailwinds plus our leadership position in both product and brand, the considerable white space that we have in our addressable market, we have white space within current customers. We have white space with new customers that are coming on board every day. And we have tremendous opportunities in this adjacent space that is yet to be tapped in and around nonwovens and hygiene. So I believe that PrimaLoft is positioned to continue its exceptional growth for some time in the future because the markets are aligning with our purpose of people, product and the planet. Now the key to success going forward is the continued focus on innovation. That's what got us where we are today. That's what's where -- that's going to get us to where we need to be. And again, it's through the advanced material technology component creating innovative, distinct products that lays on top of a sustainable chassis is what's going to get us going in the future. Expand our direct-to-consumer marketing that we've just started, expand that, increase it, start creating the stories for the consumers so that we create demand and they come in and they ask for our product outright. And then lastly, continue leveraging the asset-light model and the free cash flow profile that we've enjoyed over the years, continue to manage that as we grow the top line. I'm going to end with a little bit of a brand video. And then after that, I can open it up for questions. Okay? [Presentation]
Michael Joyce
executiveThank you. Thank you for your time, and I believe we might have maybe 10 or 15 minutes for Q&A.
Michael Joyce
executiveIf [ Ka ] is here or [ Kara ] might have the microphone. Great. Right here, this gentleman here.
Unknown Analyst
analystCould you talk a little bit about the white space with current customers and new customers in terms of when you have a customer, how often are you 100% of their needs versus 10% of their needs? And then when you have over 950 customers, how many are out there that you don't have?
Michael Joyce
executiveYes. We have several customers, we have over 90% of their business, for sure. But generally, there is white space in their pyramid of product. So I'll give you an example. Patagonia has everything from the highest end product line all the way down to children's wear. Our products are premium priced. So we may not be as exposed to their children's wear, where you get one year out of the garment, and then it goes -- and then the child grows out of it. But where we have dominance in that best -- their best of the best and the good. Good, better, best, that's where we play. So there is space. As you drop down, you get more price sensitivity, right? But there is space within each of those brands. There are brands like Helly Hansen, we have virtually everything. Lululemon, we have all of their insulated -- synthetic insulated business. We're working on the down version of it now, but -- there's space within there. There are some brands that we don't have business or a large amount of business, Colombia could be one. We have business there, but it's only in our gold series, our best of the best. We're not necessarily penetrated down through, a little different business model on their part. They tend to innovate within their company, then do it, but most others don't.
Matt Koranda
analystMatt Koranda with ROTH Capital, by the way. So I noticed in the long-term share chart that you put out that if I do the calculation, you guys have like less than 3% market share in the category. Just curious if you could maybe spitball for us how much share could you potentially gain over the next several years if we look at that 2025 number? What percentage penetration would you be happy with over the next several years as we think about your opportunity to sort of penetrate the overall market, which is -- which looks relatively large? And then just one other part of this is, if you look at the long-term chart of revenue growth, there are -- it's not a straight line to the top. There are some stair steps and some down years. What's the commonality between the down years or the flat years for you? Is it just like an inventory destocking issue? What's the -- how should we think about that?
Michael Joyce
executiveYes. So we try to focus on those things that are in our control, right? So we really can't control inventory, brands' inventory. There could be a myriad of reasons why one's inventory is high or low. It could be -- a brand, could be a regional brand in Germany and there's no snow in the Alps, inventory issues. It could be a ski brand during COVID when they shut down the ski resorts. We really don't focus on their inventory. What we try to focus in on are we winning and are we retaining programs? I'll give you an example. The Patagonia Nano Puff. We could have an up year or a down year and that depends upon how they -- what their production planning schedule is, what color choices, it could be a color they didn't sell. And there's ebbs and flows there. The key for our success is do not lose a SKU, do not lose a program because that inventory will usually flush through and come back the next year. So that's how we think about it. So those little ebbs and flows you see, those are probably inventory-related issues because we really don't -- we haven't really lost too many programs. We usually gain and keep those programs. On the share market, if you look at our share of market, really hard to get your arms around that, especially when you're trying to figure out volumes in Asia and volumes in Europe, easier in North America because you usually have retail receipts that you can use. We have a pretty dominant share on the best -- the better and the best categories across apparel and even bedding, so Serena & Lily and Boll & Branch and those types. But as you start dropping into the pyramid of mass market, right, where the volume is, our share is weaker. So what our strategy is, is how do we move into some of the larger space below us without going too far. You'll never find us in big box. We're not going to be at Walmart. Nothing's wrong with Walmart, but we elect not to play there because we believe if we're in Walmart, then I'm going to lose Moncler on the top, okay? You might find us in Costco, but we won't be in the Kirkland brand, we'll be in Eddie Bauer or we'll be in another well-positioned brand as -- but not in the Kirkland brand. So we're very particular in how we want to kind of work that whole market, the pyramid.
Unknown Analyst
analystThis is [ Mark ] from William Blair. So just kind of a question on the whole competitive landscape. So I guess, how would you segment it out? And who are you competing with, right? Or where are you competing right now? And as you expand that out, what are you going to be competing with? And then just a tack-on question to that with the Nike ACG jacket, we saw that when PrimaLoft was acquired by CODI. How does that progress further into other brands because we see all the stuff on the outside with the product experiences. Just curious about that.
Michael Joyce
executiveSo the first question was on the competitive landscape. We are competing against generally generic synthetics, okay? So that's the plant down the street somewhere in China that's making products for the automobile industry or some more industrial applications and they have extra capacity and they make that available. So it's really the kind of the plant down the street kind of thing. And we've been winning on that front because they don't have the sustainability profile that we have and they're not addressing the needs of the consumer, and they're not innovating. So -- but they are being used in some of that lower-end market. On the down side, it's just generic down, right? It's -- and the down is a byproduct of the meat consumption industry, right? So it's the leftovers from the meat consumption industry. So you have tremendous price volatility there, and we've been winning against that. A good example is that Nike ACG Lunar jacket is we're replacing down with our product. And our product is starting to look like down. It feels like down. It's warm like down. So now you have something that's readily available. 70% of the down in the world is produced in China. You don't have any geopolitical risk when you can use our products. So we really think the biggest competitor is the unbranded. Within the branded world, I would probably argue it would be Thinsulate. They're probably the biggest branded player. But again, they play in a slightly different place in the pyramid. They're playing below our position in the pyramid. We do bump into them on occasion, but nothing that keeps me up at night. Your other question was the external branding and what influenced -- what's interesting is the Nike adoption of Thermoplume and their decision to put us on the outside. Started with them looking into the fashion industry and seeing what we're doing at Ralph Lauren Polo. And they saw what they were doing at Ralph Lauren Polo, and they called us and had us come in and start to talk to them about replacing down. And that's how we get into the -- we've always had Nike business, but not to this scale. And we're not -- and we haven't been able to get into the down side. So now we're into the down side. So that allows this external labeling. And we use that as leverage to go to the other brands and say, external brands. So tag's on the outside, thermal embossing. Thermal embossing on the inside. So that's why you see a Black Diamond with the -- all the information on the inside of the jacket. We love to have things on the outside. This is about location, location, location, right? I first want it on the outside. If I can't get it on the outside, I want it in the back of the collar. If I can't get the back of the collar, I want it in the inside label. It's location, location, location because this lives with the garment for the useful life of a garment. So every time a consumer puts on, they see our logo and it reminds them of why they purchased it. So the Nike being on the outside, I think, is a big plus for us as we move forward.
Unknown Executive
executiveWe have time for one more question. Two more.
Unknown Analyst
analystOn the sustainability front, you said 70% reduced carbon emissions. Is that a byproduct of the materials being recycled? Or is that a byproduct of the manufacturing process? I mean you have 16 different manufacturers, where are they located? How are you able to control their source of energy? And by the way, to that effect, also, how do raw material prices fluctuations impact you guys?
Michael Joyce
executiveOkay. I'll start with raw material. We have not had a big impact on our raw materials for the reason that -- there's a couple of reasons. That virgin materials, fibers don't necessarily follow the oil price because it's a byproduct of oil. It's those by-components, the benzene, caprolactam paraxylenes, these derivatives are the things that really drive cost. It's not so much the cost of the oil. But the big impact for us is over 80% of everything we make has recycled fiber in it. And the recycled fiber skips the oil side. It's already made. So we're taking plastic bottles. We bring them in, we grind them down, we melt them down and we extrude them into a secondary product. And so our recycled prices have been extraordinarily stable over the last 10 years. So that's a good thing. On the P.U.R.E. manufacturing, we have about -- we have a cluster of -- we -- our model is the Coca-Cola model, which is wherever there's a Coca-Cola plant, there's usually a bottling plant close by. So our product is 95% air. So we can't afford to ship air all around the world. So we tend to cluster where those manufacturers are. So that's right now, it's China, Vietnam, increasingly in Bangladesh. We have resources in Korea, resources in the U.S. for our military business that needs to be very compliant. And now we have a growing need in Europe where Europe is really starting to repatriate some of their manufacturing. And so that's kind of how we think about our footprint. The technology, it's a combination of the recycled materials that we use, how we modify those materials so that we can utilize more energy-efficient equipment. And then we use alternative energy sources to power that equipment. So it's a multi-phased approach to it. It's just not product, it's not the material. It's a combination of the materials, modifying the recipes of our products and then using alternative energy sources to be able to process it. And as a result -- and we have the independent studies of the consumption. And we're up to -- 1 product is up to 70% reduction. We guarantee 50%, 50% to 70%. And we have that all documented independently.
Unknown Analyst
analystYes. You mentioned GORE-TEX a couple of times, I think, in your presentation. And I think everyone is very familiar with GORE-TEX. It's almost like the Kleenex model, right? GORE-TEX essentially means waterproof. Like how big is GORE-TEX? And is that kind of the model you envision following?
Michael Joyce
executiveI think directionally, that's the model I want to move towards. They've done a -- historically, have done a great job branding themselves into the minds of the consumer. When I entered into this industry, I mean, GORE-TEX was guaranteed to keep you dry, pretty simple, straightforward. And they've done a good job with that. So yes, directionally, that's really where we think that we should be going. Interestingly enough, they really -- they've abandoned some of that consumer. If you think about -- when was the last time you saw a GORE-TEX ad? It's been decades, right? But they've done such a good job early on, that just lingers through. So we think that shifting from -- we're going to continue to B2B because that's important. But we want to increase our investment in direct-to-consumer. So we can start talking about our story, about innovation, sustainability and balance. And with those tailwinds, the consumer tailwinds that I talk about, I think we're in a perfect time to be doing that. So we have consumers coming in on occasion and asking for a PrimaLoft jacket. I mean L.L.Bean's jacket they have out there is called the PrimaLoft Packaway. I mean, they literally use our name. So we're making progress, but it's going to take patient investment and some time to start getting that message across. Right. Thank you.
Elias Sabo
executiveSorry for the technical difficulties here. Cody, can you get us back to the first page? Well, while we're waiting, I'll say thank you, Mike. It's really refreshing when you have a company who can do what's right and also make a lot of money doing it. And one of the reasons that we loved PrimaLoft when we saw this opportunity is because it aligns so closely with our values. And I think you guys all know, it's sort of been our kind of viewpoint that we can do what's right by our people and our planet. And we can also make a lot of money while we're doing it. And so when we acquired PrimaLoft, it really is aligned with the value set that we have at Compass. And thank you, Mike, for everything that you do and reducing our carbon footprint and for the environment and creating great products at the same time. So I'm Elias Sabo, I'm CEO of Compass. With me today is Ryan Faulkingham, our CFO; Pat Maciariello, Chief Operating Officer; and then a couple of new people that I'll introduce, Kurt Roth, who joined us in November as Head of Healthcare. A quick background on Kurt. Kurt was an investment banker with Robert W. Baird. For many years, we worked with him actually on the Fox Factory IPO. They were the lead bank on that, and we became very close with Kurt during that process. He then went to Sotera Health and led their strategic department and consummated a number of acquisitions. So the intersection of familiarity with Kurt, transaction experience and operating experience made him an ideal candidate to be the person to run our Healthcare group. Sitting to the right of Kurt and left on from you guys is Zoe Koskinas. Zoe joined us about a year ago. She moved from Australia in order to run our ESG program. Zoe previously worked for a U.K.-based company called Lendlease in their ESG effort and corporate sustainability missions, and she'll talk about all the exciting things that we're doing in ESG in her section. So a couple of things just real quickly on who we are. As you know, we came public in 2006. And our mission was to acquire middle-market companies typically reserved for private equity investment using permanent capital with public shareholders. Over that 16-year period, you can see we've consummated over $7 billion of transactions. Today, we have 11 businesses, 7 within the consumer space, 4 in the industrial space. And we generate just under $0.5 billion of EBITDA. So real quickly on our history. Became public in 2006. At the time, we were very unique in terms of what our strategy was in terms of the way that we organize ourselves and provide financing to the company. That created a lot of confusion in the financial markets. And as a result, the cost of capital that we had was extraordinarily high. So it shaped the way that we could approach the acquisition market, and we generally bought companies that were good, stable businesses but lacked a growth profile to them. Shifting to 2014. This was the first time that we were able to bring a more recognized national syndicate of banks and lower our cost of capital, bring term loans to our capitalization. In 2018, I became CEO of the business, and you've heard us say this over and over, our guiding light is to reduce our cost of capital. It is a competitive advantage that allows us to execute our strategy of buying great businesses with great growth profiles, but our capital cost had to align to enable that. It was the first time in 2018 that we entered into the unsecured bond market. We issued a $400 million bond, 8-year, 8% bond. And as we go forward, you'll see how we've gained a lot of trust and confidence in that market. In 2019, just real quickly, we were 10th year of an economic cycle. We felt the opportunities were to divest some businesses. And strategically, we were trying to increase what our core growth rate is. We sold 2 of our companies for just under $1 billion. You see the multiple was extraordinary at about 19x EBITDA. And despite the fact that we had record amounts of liquidity and new capital in our capitalization, we consummated no new acquisitions because the market really favored divestitures over acquisitions at that time. That ended up serving us really well in 2020 as we were able to acquire both Marucci Sports and BOA Technologies, and you can see the first year multiple that we paid for those businesses relative to where we divested the 2 companies prior to that. There is a huge multiple arbitrage that we were able to achieve. But these were companies that we could acquire because of our financing that was secured when the market was so dislocated at the time of the pandemic and our competitors were largely out of the business. I've harped on this a lot, but I'll point out this out again, especially given coming into '23 with a really clouded outlook. During the pandemic, the breadth of diversity in our firm allowed us to achieve positive organic growth of 1%. Now granted, that's not great growth, but it's also not negative. And juxtaposed against the background of a pandemic that was raging globally, we're really proud of the ability of our company to sustain growth even in the most difficult of economic times. We continued to execute on the strategy in '21. We bought Lugano Diamonds. This has massively exceeded our expectations. Generally, you can't buy companies for 4.5x first year EBITDA that are growing north of 50%, but this company continues to perform at that level. And we divested Liberty Safe. And Liberty had an amazing run during the pandemic, more than doubling EBITDA, and we felt that was a great time to be able to capitalize that earnings stream for our shareholders and reinvest that into faster-growing assets. And as we come into '22, we acquired PrimaLoft, as you know. Stepping back for 1 second, in '21, the success and the strength of our business allowed us to go back into the unsecured bond market, refinance the bonds that we had issued 3 years earlier and the savings were really remarkable. We did a $1 billion bond tranche at 5 1/4%, 8-year tenure, remember that's down from 8%, 8-year tenure. And then we followed that up later in the year and did a $300 million tranche, which was a long-dated tenure. It doesn't mature until after 2030, and that was at 5%. So the important thing there is we opened up all of our secured capacity on the debt side, and that's what enabled us to buy PrimaLoft. And today, in an era where markets are so dislocated, cost of financing is so high, if we had to enter the bond market in order to finance it, it probably would have been a high single-digit to double-digit rate that we would have paid. But instead, having all that secured capacity open allowed us now to pay in that sort of 6%, 7% context on a floating rate. And I think we all hope that comes down as the Fed stops raising rates here or hopefully will stop. So what has this done for our business? You can see here just a couple of highlights that I'll point out. We are growing at a very high rate in '22. This is year-to-date September. We generated 16.5% top line growth, 17% adjusted EBITDA growth. The important thing there is you all realize that we're dealing with unprecedented levels of inflation, supply chain problems have been acute. To be able to expand margins in a time where you're dealing with that is nothing short of remarkable, and it's a testament to the companies that we own and the quality of the management teams that we have in each of those businesses. Mike touched on this, about free cash flow. We love free cash flow. It allows us the liquidity to have a lot of options either to redeploy back in new M&A, to do a buyback like we announced today, to pay down debt. We convert an incredible amount of our adjusted EBITDA into free cash flow. And on a 20% EBITDA margin, 18% is our operating cash flow margin, which we think is just exceptional, having that amount of -- or that little amount of leakage. So I want to take a couple of minutes, and as we talk about, going forward and achieving our plans, what are the assets that are really driving the business and the transformation and increase in core growth rate? So I'll start quickly with BOA, which we acquired in 2020. It's a company that has disruptive technology, significant IP, very low market share, has been growing historically 30%. And because of its market share -- and all of these companies have one thing in common, they address huge markets and they all have relatively low market share with either disruptive products or disruptive service models. And in the case of BOA and PrimaLoft, significant IP that protects that. Lugano is growing greater than 50%. Mike just talked about PrimaLoft, and it's a high IP, disruptive business, rooted in sustainability, growing north of 20%. And as you know, with 5.11, this has been a business we've held since 2016 and has grown double digits over our ownership period. So consolidated, what does this mean? This is 52% of our EBITDA where we have low market share, disruptive products or services in the market and these companies are collectively growing at strong double-digit rates and have a long-term expectation of being able to continue that growth. That's what gives us confidence that our core growth rate has been leveraged up as much as it has. So where are we going in '23 and beyond? We have stated numerous times, our goal is to get to $1 billion of EBITDA. When we said that, we said we had a 7-year plan to do it. So we're creeping up every year, gets 1 year shorter. By '28, how do we get to $1 billion? So we anticipate that we will have a core growth rate of 8% to 10%. You see the numbers that we've been able to produce over the last 3 years. Now if you take that and you run that on a similar core growth rate with where EBITDA is, that produces over $700 million of EBITDA by '28. It creates a gap of about $300 million, just less than $300 million. And that gap is roughly $50 million of EBITDA per year. That is well within the ability of the company to achieve and that was even before we added a health care vertical, which should significantly open up the aperture for the number of acquisition targets that we have. So what does the future state look like? We think we're -- diversification continues to be a big item for us. It's in our company name. We think we will have over 15 companies by the time we get there. Average sized company will be greater than $50 million. And there are some benefits that this creates for shareholders. Ryan is going to talk about the increasing level of free cash flow and cash retention, we expect that number only to grow as we execute against this. We expect the rating agencies to continue to view favorably the execution against this strategy. And we have said numerous times, our goal is to become an investment-grade rated company. That has more impact than just narrowly increasing earnings in the short term. It gives us such a competitive advantage for these type of assets, which typically are bought by small middle market private equity firms. We don't compete with the Blackstones and the KKRs of the world that have access to much cheaper financing. We're competing these assets against smaller PE firms that as we lower our cost of capital, it creates an economic moat around our business and it allows us to buy the best businesses that are trading in the marketplace that year. So I want to take a second to touch on what our financial targets are, and this is the first time we've shown something like this. As you know, we've done a number of, what I'll call, restructuring. I think that word gets the bad kind of -- it's a bad word in some cases. But we've restructured our organization and our structure in order to become a C-corporation for tax purposes. At the end of '21, we then came out with an adjusted earnings. The problem is for all of you, you haven't seen that and you haven't seen how adjusted earnings grow, you only see what the organic growth of the EBITDA has. So when we look at this, and a caveat here, in '22, this is our midpoint of guidance for -- that we issued at the end of Q3. Right now, you could look at this and say, is this guidance for '23 and that you're creating essentially flat guidance? The answer is it's not official guidance, but we're probably not going to put something up here that we would likely change in 3 weeks when we do come out with our official guidance. It is very cloudy out there. All of the increases in monetary policy and rate have yet to be seen. We don't know how that's going to impact, what the economy is globally. I would further say we are seeing active inventory destocking that's happening right now, and that's going to put a near-term headwind on earnings and on our consumer companies as inventory comes out of the system. Ryan is going to highlight a little bit the inventory that we expect to monetize. So we're doing the same thing to our vendors that vendor -- customers are doing to us right now. It creates a very short-term headwind, but that's not something that we think is going to persist long term. And in fact, if anything, after we get by this, we would likely expect our long term -- or our growth rate coming out probably to have tailwinds rather than the headwinds that it has right now. So assuming even if we had a '23 flat, which is sort of the best indication that we have right now with the viewpoint starting in January, we expect 8% to 10% adjusted EBITDA growth that produces $715 million of EBITDA, but that gets leveraged up by 50% to 12% to 15% adjusted earnings growth. And the reason for that is our management fees and corporate overhead are mostly fixed as are our financing costs. And Ryan will walk through again how much of our financing costs are fixed, but it is the overwhelming majority of it. And that produces, you can see the kind of numbers of north of $250 million of adjusted earnings out into '23. What was not included in any of those slides was a recent announcement that we had of a divestiture of Advanced Circuits. This was our longest held asset. I think it really signifies our model quite well. We bought this business in 2005, predated the IPO. It was one of the 4 companies that was part of the IPO in 2006, and this was a phenomenal business for us. It was diversified in its customer base. It produced incredible free cash flow. Similar to Mike's business, had negative working capital for much of its period, very low CapEx. But the company didn't have a great growth profile. And so this was a business that about a year ago we entered into a sale transaction with a SPAC. That SPAC ended up not being able to get financing to close the transaction, and we were able to pivot quickly and sell to a strategic that's owned by a private equity firm. The result for shareholders will be exceptional. It's a $220 million all-cash divestiture, which produces about $100 million to $110 million pretax gain. If you think about that, that means we doubled the enterprise value of the company. And along the way, we clipped a cash flow yield that was north of 20% a year. So this will absolutely be a great investment for us but yet was not consistent with our strategic outlook to have a slightly faster growth profile with our company. So we've already talked about how do we drive value. We think that we are a low double-digit EPS grower consistently based on the long-term growth rate that we have, core growth rate in the company. On top of that, we pay a 5% yield. So being able to achieve double-digit growth is not by reinvesting all of our capital, we give some of that capital back through a $1 per share dividend on an annual basis. But we think there's opportunities to improve upon that. And that's what our model is set up to do. So how do we do it? Well, M&A transactions. We can buy companies, sell companies. We just do -- and since 2018, we've acquired 4 businesses. We now will have divested 4 when Advanced circuits closes. These numbers do not reflect Advanced Circuits, but we have averaged a multiple of about 16x on the companies that we've sold, and we've acquired companies at half the multiple going forward. That's a huge arbitrage that allows our earnings growth to accelerate in a stair-step manner when we're able to achieve that. Now one of the things we hear from shareholders all the time, when you sell a business, your earnings are going to go down. And you're right, temporarily, they will. We probably can't achieve a high enough multiple even in the rate environment that we're in today that's higher to be able to pay down debt and get our earnings to grow in that period. But I want to be very clear here, this is a temporary blip in earnings. And our history has shown that we can take that capital, we can redeploy it at a much more accretive rate for our shareholders. And so temporary reduction in earnings power is followed by a big step-up in our earnings power when we redeploy that capital. We will continue to focus on lowering our cost of capital. And as I said earlier, it's not just to get a current earnings increase in the year that we do it, but it's about creating the sustainable competitive advantage that allows us to continue to buy A+ businesses and really the best businesses that are trading in the sectors that we operate in, in any given year. And I think we've proven that over the last couple of years, a BOA, for example, a PrimaLoft. These are clearly the best-in-class companies that are coming out in their respective years. And then finally, I'll hit on the buyback that we announced today. We have gone to great lengths to explain that our goal is to get to $1 billion of EBITDA and that is going to take capital in order for us to achieve that. And so you would look at this and say, well, it seems inconsistent that you're actually going to return capital through a share buyback if your goal was to get to $1 billion of EBITDA and you need capital to do that. It's 100% true. However, when I look today and our team assembles and said, can we find M&A opportunities that are better than what we can redeploy for our shareholders by buying our shares back? The answer is no. And so our stock came down by 40% in 2022. And yet, we produced record earnings in '22. We had 17% growth. We beat and raised in every single quarter, and our stock due to macro-led turbulent fell dramatically. I think in order to create the most value for our shareholders, we may temporarily need to deviate from the long-term strategic plan and repurchase shares because it's such a great opportunity on all your behalf to accrete value. And we run this business with a long-term view. And if we have to make short-term sacrifices in the near term that create the most value for shareholders, we're committed to doing that. I'll now hand it over to Pat, who will walk through the state of the M&A market.
Patrick Maciariello
executiveThanks, Elias. I'm going to give a brief overview of the current state of the M&A market as we see it. And for many of you, it will kind of seem like the master of the obvious here in that deal volume has come down significantly this year. Anytime there's an increased uncertainty, anytime there's increased rates, inflation, slower growth, all those things impact the deal market and we've seen the deal market come down quite significantly. Deals are taking longer. Investment committees feel very little pressure to put money to work on sellers' time lines. And so deals are often dragging out and that's leading to this. It's similar to -- kind of similar to what you're seeing in the housing market in some ways in that there's often a bid-ask spread and that bid-ask spread is widening. Despite that, these slides would say, and I think they're accurate, that enterprise values over EBITDA have gone up. And so why is that? Well, the reason is inferior companies tend not to sell at times like this and good companies can always sell. PrimaLoft can always sell and we were lucky to buy PrimaLoft this year. A lot of companies -- poor quality businesses either won't sell and will decide not to launch a process or they will have a stalled process. And so then for those deals that report, those don't get picked up in here. And so that's why you see the reported deal multiples increasing. Again, it's on light volume. So some would say when there's few deals again in the housing market, have we had real price discovery? We're not sure if there's real price discovery here yet. So what do we see? And what are we seeing in the forward years? Well, 2022 saw a lot of transactions that really weren't relevant to CODI. There was tons of minority deals done. There was tons of secondary deals done and limited partner sales. I think Blackstone announced the closure of a $22 billion secondary fund today, and that's very in vogue. There are also deep strategic transactions with massive amounts of synergies, which we participate in somewhat, but not fully. So all of this led to really those sort of blocking-and-tackling deals, the BOAs, the PrimaLofts, the Luganos that are perfect for Compass not being out there in abundance. And so we've had to sort of search and continue to search for that needle in a haystack. What we didn't see was the avalanche of restructuring and lender-driven deals that we've seen in prior downturns. We just haven't seen that yet. We're starting to see banks sort of push a little bit, and we're starting to see a couple of transactions that are lender-driven, but we -- kind of good businesses, bad balance sheet type businesses, but we haven't seen it as much as in previous cycles yet. It doesn't mean we're not going to see it this year. And so I think that's kind of -- as we get into this year, what the market needs to really resume in the back half of 2023 and to really resume deal volume is just some semblance of consistency and some semblance of stability. Everybody talks about what's the Fed terminal rate, but we need the Fed to figure out what their terminal rate is so that banks and syndicated loan market can reopen up. We need -- we don't necessarily need fast growth. We could have a slight recession. But our prediction is that if either of these happen, absent a major economic event, that we will see an increased -- an uptick in deal activity really in the back half. In talking to intermediaries, there's no avalanche of books that have been written and processes that are willing to be started and they're just waiting. It's not quite like that, but it's percolating. And there's deals percolating and there's investment banks talking to companies. And there's people on Compass' team, bird-dogging numerous deals that may be coming to market 3, 6, 12, 18, 24 months from now. So we're starting to see that. And again, with some sort of consistency, with some stability, we do see an uptick in the back half of 2023, again, absent a sort of major macro event. And I would just say that either way, whether we're in a recessionary economy or whether we're back to a moderate growth economy, CODI remains disciplined. We remain -- we continue to turn over every rock and look under every stone for that next great deal, for that next PrimaLoft. And we will continue to work hard on our shareholders' behalf. So with that, I'll give it over to Ryan -- Kurt, excuse me. Kurt.
Kurt Roth
executiveAll right. Well, it's fantastic to be here and I can't tell you how excited I am to be a part of Compass. Really, I started back in November, but it already really feels like home. And I've known -- as Elias alluded to, I've known the team for over 10 years and I have such a high regard for what Compass has built. It's just a phenomenal track record of success. But not only that, it's a reputation for integrity in the marketplace and it's something that the team and I are super proud of. My experience with Compass over the years is that in the deal making business, when Compass says they're going to do something, they do it. And they find a way to get deals done and get to a yes on transactions that they're excited about. So from a cultural standpoint, it's a great fit for me in the way I like to do business. Elias mentioned to you I spent 20-something years in investment banking. Most recently, the last 7 years I was with Sotera Health, the Head of Corporate Development and M&A. What I want to highlight for you is why are we excited about health care? Why did the team choose health care as a vertical and what do I see over the next few years in terms of opportunities? So I think, number one, we would highlight health care has tremendous growth, especially in the United States. As many of you are well aware, their expectation is for continued health care expenditure of over 5% through 2030 and will be as much as 20% of GDP. There are significant, significant tailwinds within health care, and I will go through those quickly here in the next couple of minutes. One is, as we're all aware of, some of these are quite -- very much apparent is the aging -- a growing population within the U.S. and around the world, but also the aging demographics and the need for increased levels of care. So we see significant growth trends, both within pharmaceutical categories and the medical device categories. And I will spend a little bit of time talking about those subsectors and my specific interest levels in those categories. The other trend that we're seeing and is part and parcel is just an absolute explosion of innovation and R&D spending. A lot of this is driven by large molecule biologics and just a new phase, a new wave of therapies that are coming to market solving a variety of chronic and rare disease. And it is what we're finding ourselves in the health care market is that, frankly, there's just not enough capacity to meet demand. And businesses within the U.S. -- middle market businesses within the U.S. with strong analytical lab capability, strong biopharma processing capability, these are hugely in demand. And we will talk a little bit about the contract nature of those businesses and why we think those are attractive models for CODI. And then in addition, I don't think this gets enough attention is just a very much evolving regulatory space within health care. It has become incredibly challenging to operate a business in the health care market and continues to be more so every year. You need just a whole host of outside consultants to walk your business through the development cycle of new drugs and new medical devices and a very significantly sized contract research organization. Contract development organizations have sprung up to help service this innovation, accelerate the innovation and really a lot of the brain power within the industry has moved from OEMs into the contract space. So let's touch on a couple of things just to level set. The investment criteria for the health care category will be consistent with Compass across consumer and industrial. Our expectation is that, that company will be headquartered in North America, that it would be a leader within its subsector, that it have a defensible market position, that have a strong management team, north of $20 million in EBITDA and we have a strong preference for asset-light, high free cash flow business models. What we will not be doing, just to really highlight, we will not be doing biotech. We will not be doing pre-revenue or pre-EBITDA businesses. And this is important, we are not interested in businesses that are dependent upon health care reimbursement. So specifically, the sectors that I've been trafficking in over the last 7 years and where I've seen where the deals have been done and understand the banker and private equity relationships in the marketplace are the following: number one is pharma services, contract, outsourced pharma services; number two, outsourced medical device services; and number three, what I call, outsourced provider services. So the first 2 have something in common that I think is really interesting is the customer base for your outsourced pharma and medical device services is the OEM market. So your customers are large pharmaceutical as well as biotech companies. It's large medical device as well as small and up and coming medical device companies. They have a strong preference for a partner within their innovation, value creation chain that can move on an accelerated basis; can accelerate their innovation cycle, that has a high degree of quality, job done right the first time; understands the regulatory environment and all the hurdles that are within the regulatory environment, with the FDA and other regulatory bodies around the world; they have less of a price sensitivity. So if you can deliver on the first couple of items that I listed, the price is going to be a secondary or even a third consideration. So we're looking for businesses where, on a contract basis, as a percent of cost of goods sold on a per unit basis, it's going to be less than 5%. There is going to be an interesting opportunity there for not only to drive volume, but also to drive price if you're delivering on the promise. So those -- I would highlight those two for, again, medical device and pharmaceutical. On my right, the outsourced provider services, when I say provider, I mean health care at the point of care, hospital and other point of care. I'm thinking about logistical plays for the hospital, think about [ a Cintas ] middle-market version of that and potentially more technically relevant. Might be involved in sterilization, could be involved in labs within the hospitals, could be involved in other logistical plays within the hospital. There's interesting ideas I have there that specifically I'm out there looking at. So I would just highlight a couple of things in closing. I do think that this particular market segment, these subsectors, they present a highly fragmented space with a lot of middle market targets with north of $20 million in EBITDA. I do believe I will be able to find, and we're already looking at, a number of very attractive opportunities. The challenge will be is that these are benefiting from secular growth trends that are independent from whatever is happening in the broader economy, that's fantastic, but it also attracts a lot of interest. So there's a lot of interest from other private equity firms as well as strategics. So I'm very aware that for us to find an A+ asset in these subsectors, we're going to have to work very, very hard. And that's my challenge and that's the opportunity for us in 2023. With that, I'll hand it over.
Zoe Koskinas
executiveCool. It's great to be here today. So thank you for having me. As the Head of the ESG, I've been in sustainability for the last 10 years. And I've been fortunate enough to work across Australia and the U.K. My most previous company was considered a global leader in that space. So I bring a lot of experience and I've been part of the evolution of sustainability, I suppose, across different regions and that's been interesting in itself and now it's interesting to bring it all together in the U.S. landscape. And so for the purposes of this presentation, I'm going to use ESG and sustainability as if they mean the same thing. And so let's talk about sustainability for a second. It's really gone from being the kid that gets picked last in the soccer team to really starting to being picked first and kicking some goals. And so -- the most recent growth of sustainability really shows how important economic, social, environmental factors are in considering and critically analyzing risk and value for a business. This has made sustainability a key business strategy for us. And so through my experience at multinational companies, the most common questions I hear from investors and hopefully you have these yourselves because I'm here to answer them today is do you have a framework? What are your goals? What is the practices in place to report and measure? What's the governance structure? And then of course, where does accountability ultimately lie? And so let's take a second to really look at our drivers and our why. We know that we have a responsibility to play an important role in driving a more sustainable future. And so when we sat down as a team and a company and we looked at the companies that we like to buy and we thought, well, what are our drivers? And our drivers are really about creating long-term value. It's about protecting our acquisitions against ESG risk. And it's being able to capture the ESG upside by identifying these areas of potential for our companies and ourselves. So what does that ultimately mean? It means that the ESG factors that we have deemed material to our businesses are viewed as long-term drivers of value. And so really fortunate that Mike was able to give a great presentation and really hone in on the fact that we're really challenging the conventional notion that you either make money or you do good. And we are now being able to see and we can prove that you can do good, do good business, make money and do good for people and planet. And in my opinion, I'm not sure what's not to like about that. And so I'm going to rewind a little bit to exactly a year ago in this exact meeting and Elias alluded to 2 initiatives as to why I was also being brought on into the newly created role of Head of ESG. And those 2 initiatives was to develop CODI's ESG practices and leverage those learnings to help our subsidiary companies. And so I'm excited to announce that if you go on to our website, we have just publicly released our corporate citizenship statement that will really go into detail on the progress that we've made over the last 12 months. And so the next step then is that right now we're going through a bit of a gap analysis and really trying to identify all the different frameworks that exist as well as the rating agencies and the questionnaires that they provide to us. And this is really important because there's no standardized approach and it's all different. So what that means for us is that we want to make sure the metrics that we're creating, we want to put them and overlay them on the different frameworks and the different questionnaires and make sure we're really assessing what ones are important to us, what ones matter to us now and what ones are going to matter 5 years from now. Okay. So I'm here to show you our ESG framework because that's one of the questions I promised to answer today, but I wanted to give you a little look behind the curtain in terms of how we designed that framework. And so the way that we designed our ESG framework is particularly effective and especially in volatile markets and conditions that we're seeing today as corporations. And so what makes it effective is that we have applied a more holistic and adaptable approach in terms of our investment thesis. It sets the parameters for our leaders at our companies to adapt to this ESG framework. It allows for the subsidiaries to be flexible. It aligns with our culture of creating long-term value. It helps us manage risk quickly and capitalize on the opportunities. And most of all, it's dynamic, and it really encourages engagement. And so here is the star of the show, and this is our ESG framework. And our ESG framework is built on 2 key pillars that you can see here and supported by 8 priority areas. These priority areas are the material factors that we consider to really influence not only CODI, but our subsidiary companies. And of course, that's underpinned by sound governance practices. Without the G and without the governance, you really don't have the E or the S, so that's why it's very foundational to us. And so when we sat down and we thought about what are we really trying to drive here, what are the outcomes? And we thought, well, future thinking for our people and our planet is really important to us because if we're not thinking about the future and we're not thinking about people or planet, then without those things you have no business and then we don't exist. And so when we think about how do we really execute on future thinking, thinking about people and planet, it's with trusted partners. We can't do that alone. So it's with our important key stakeholders and that's our employees, our investors, our business partners who choose to partner with us, and of course, our community partners. So to recap a little bit, you've seen our one framework. You see that it has 2 ambitious pillars. You see that we've got 8 material focus areas. And from those focus areas, we've created 10 core metrics and 10 minimum standards that CODI will report on and all of their subsidiaries will also report on. We've just procured a ESG system that will be able to capture this information. And so our goal is in within the next 12 months, hopefully, we could start to report on our sustainability progress with hard data and numbers. And so the next steps from that is we'll be collecting our baseline data and then we'll start to set time-bound goals or targets for ourselves. We all want to make these goals challenging because that's what the world needs. But we also want to make sure that these goals that we set for ourselves make good business sense and that we're able to execute on them. And so another question that I had on the previous slide was what's our governance structure. So you can see that there's oversight through the Board and our CEO reports into the Board. Our CEO also sits on the ESG Committee, and the ESG Committee reports into the CEO. I have myself in the middle there because my role, it's really important to understand what's coming from the bottom up and what's coming from the top down and that they're speaking to each other, they're able to engage and we're able to make decisions quickly, and I can be that conduit. I'm also then responsible to making sure that our subsidiaries are able to integrate and to adapt to what we're trying to achieve as a whole portfolio together. And of course, that's underpinned by the core metrics and standards that I alluded to and then being able to collect that data in a centralized way. And so as I mentioned before, sustainability is really a business strategy. And over the last 12 months, I've really seen our business transition. I've really seen us being able to integrate it as part of our business. We've really been able to move from risk mitigation to value creation and then we recognize that none of our businesses are slowing down, so we're not slowing down. And so if we're not slowing down then in my role, looking at sustainability and ESG, what am I here to do for the business? So I'm here to help the business attract and retain the best talent. I make sure that we're stewards of our consumers, our partners where they choose to partner with us with our brands. And I'm here to protect profitability and support revenue generation. And so I'm going to circle back now and see how well I did in answering your questions. You've seen our framework. You know that we are developing goals and working on them. You know that we have a system in place to start to measure, track and report. You've seen our governance structure, and you know that accountability is a shared responsibility -- you know that ESG is a shared responsibility and accountability goes across our businesses. And so with that, I'm going to hand it over to Ryan to bring it home.
Ryan Faulkingham
executiveThanks, Zoe. I fully recognize how long all of you have been sitting, so we thank you for your patience and the time. And we obviously had an aggressive agenda today, but there was a lot of really good information to get across to you all today. But I've only got a couple of slides here relatively quick, and we'll open it up to Q&A. So first, I'd like to leave this up the whole time, but I can't. But it's really strong performance this year. Left side is the quarter, right side is year-to-date, but just strong pro forma. Revenue growth up to $1.7 billion, up 15% and the pro forma adjusted EBITDA growth for the year also really outstanding, $359 million, 16%. So 11 companies operating really well year-to-date September. And going back a couple of years, I thought it would be important to show our subsidiary adjusted EBITDA on a pro forma basis. So all the companies that we've recently acquired brought back to the January 1, 2020. As Elias highlighted earlier, 2022 is midpoint of the guidance that we provided in the third quarter, but it shows north of 50% growth in adjusted EBITDA over those 2 years. But also importantly is that earnings leverage Elias was highlighting earlier where we're seeing that adjusted earnings leverage up its growth rate relative to adjusted EBITDA because of some of those fixed costs he highlighted. Next is our -- to touch on our strong balance sheet. Just as a refresher for some of you here as part of the PrimaLoft transaction, we amended our credit agreement. And along with that amendment, we issued a brand new $400 million term loan A, which is the first time we were in the A market. And then we also funded $100 million of that transaction on our revolver. So it's a $1 billion facility, $600 million is the revolver, $400 million is our term loan A. Importantly, that's all secured debt. And all of that comes at a price of SOFR plus 200. Elias hit on the middle section here, which is the highlights of our bond refinancing that we did. It's been just phenomenal rates for us, 5.25%, 5% fixed rates. They're both fixed. So we've got 70% of our debt capital fixed at a blended 5.2%, which I think is -- when you think about shareholder returns with debt pricing that low, you can create them pretty well. What we've also created here on our balance sheet is substantial duration. So our secured debt, which is our revolver and our term Loan A, are due 2027 and the 2 bonds are due 2029 and 2032. So we sit in a really, really strong position with respect to duration. And then finally, Elias highlighted this earlier, the strategic decisions we made on the bonds that we did in 2021 was to move what is secured capital when we fund the deal on our revolver out to the unsecured markets got duration. But importantly, it freed up our entire secured capacity. And that was important in 2022, when the bond markets stepped back, they were not attractive to fund deals. We had secured capacity. We were able to move. And even after financing the full PrimaLoft purchase price, we're only at 1.1x secured and we've got a covenant of 3.5x. So we still have secured capacity to fund future acquisitions. So this retained cash Elias highlighted also, but it's a concept we introduced last Investor Day and it's really been a fundamental shift in the business. And retained cash, there's an appendix in the back for those that are interested in how to get to it, but it's essentially cash flow provided by operating activities. We remove the working capital impact. We then deduct all capital expenditures, all preferred distributions, all common distributions, what's left over. And you can see in 2019, it was negative. I can tell you every year before that, it was also negative. So it's been a fundamental shift in our business to be able to retain cash flow preworking capital because of the shift that we've done with the group of companies we own, higher growth, still phenomenal free cash flow, solid operating margins. Why is this important? Well, with this capital, we can support our companies. And we had to do that last year because we had volatility because of the markets. There was destocking of inventory through a lot of our consumer companies where, if you think about a company like BOA as an example, if their product is that Foot Locker as an example, they've had too much inventory because of the inflow of inventory. And then Reebok who's supplying to Foot Locker, they have too much inventory. So that destocking that's occurring through the system is affecting a few of our consumer businesses. So what they've had is an accumulation of inventory and that's working capital use. What we know is that it's good working capital and that, that will come back to us. But being able to support our companies during that time was critical as part of their strategic efforts to continue to build their business. And then, of course, the other benefit being with future retained cash, we can organically delever our balance sheet. And I think it's important to note here, too, just quickly year-to-date 2022 September already exceeds last year from a retained cash standpoint. So as we move to this last slide here. You've seen this before, but it's really about our ability to maintain our leverage levels. Today, we're at 3.9. And that's above our financial policy, which is 3 to 3.5. But we've been there before. We've had leverage at this level before. And the question is, have we managed it? How have we opportunistically brought our leverage down? And that's through opportunistic divestitures from time to time. In the past, we've issued some preferred, Series A, B and C. We've also issued some common, most recently on the ATM that we have outstanding. So we've been able to manage our leverage levels. And as we sit here, moving into 2023, we're all comfortable with our leverage levels because we've got, number one, the Advanced Circuits sale that we mentioned that should close in the next couple of weeks. Number two is the retained cash that we expect next year. And I think a rough estimate of that is $80 million to $100 million of retained cash next year, pre-working capital. But then number three is that working capital that we've supported our businesses with in 2022 for the inventory destocking and some of the supply chain disruptions, that's going to cash convert soon. And we expect it to cash convert in 2023. If we think about year-to-date working capital build, we've had about 1/3 to Lugano and that's a unique opportunity to fund inventory. The more inventory they have, the more sales they have. So that process continues. Another 1/3 has been to support 16% adjusted EBITDA growth. They need working capital to support that growth. The last 1/3 is excess. So I think we've got kind of $60 million to $70 million excess working capital at 9/30 that we'd expect over the next 6 to 12 months to cash convert. So feel good that our leverage is going to come down organically in 2023, and that will position us to opportunistically look to find some great businesses in late 2023. As Pat highlighted, that should come back we hope later this year, and of course, the health care opportunities that Kurt's working on. But we'll be in a good position to grow our business. So with that, thank you very much for spending this much time with us, and we're going to open it up to CODI-specific Q&A, but I'm sure maybe another PrimaLoft could float in the nets, I think, okay. But we'll try to keep this to 10 minutes. We know you all have tight schedules. Thank you.
Unknown Analyst
analystActually 2 questions here. One is you have a lot of ability to reinvest in companies you already own because you've got some good growth businesses. So I'm just curious if you kind of look at ROICs and look at a starting off acquisition versus a fill-in versus internal CapEx, is the return profile much different across those 3? And then the second question I had is 5.11 at one point, you were thinking IPO and then, of course, the market's changed. Is that still in the thinking at some point? And if so, what are the conditions under which you'd kind of get serious on that again?
Elias Sabo
executiveSure. So first, in terms of capital allocation amongst numerous opportunities internally, the most return -- or highest return opportunities typically exist in CapEx opportunities, funding growth initiatives within our existing business portfolio. I'd say, if we're ranking them, we then find the best next opportunity on add-ons. In some cases, depending on the synergies, add-ons can be more accretive than even internal capital. It really depends on the net price that you pay post synergy. And then typically, the return on new platforms, depending on its growth rate, what its costs are, would fall just below that, but significantly above what our weighted average cost of capital is. On your second question on 5.11, we had filed to take that company public in '21. By the time we were cleared by the SEC, it was in November when the markets had already started to crater for IPOs. And we had always said this is opportunistic for our shareholders. We believe that the value in the companies intrinsically, if you just summed up the parts, is dramatically greater than our share price. And taking 5.11 public would be able to get a mark out there. But we expected to own the vast majority of that company and there was probably only going to be 20-ish percent or so that traded publicly. So it was going to be a majority-owned asset that had a public mark out there that would give another source of liquidity for us if we chose to use it. But the fundamentals of 5.11 remain extraordinary and we don't feel pressure to want to transact against that company. We have about 100 stores against a TAM of, call it, 400-ish. So we're only 1/4 into our development of stores. Our e-comm continues to grow rapidly. And so this business is shifting quickly from what was a professional business when we acquired it, rough math, 90% professional, 10% consumer. Today, it's north of 50% consumer. If you shift that forward over the next few years, given the differential in growth rate, it probably looks like a 60, 70 or more percent consumer business. That is fundamentally accretive to the multiple because consumer lifestyle businesses trade at a much higher level than professional businesses, their growth profiles are higher. So with that as a backdrop, I would say there is no pressure for us to do something with 5.11. We are happy allowing that company to continue to grow and accrete value 100% or whatever minus the minority interest we have there to our shareholders. However, if markets were to recover, this company is capable of being a public company. It has the management talent to be public. It has the growth profile to be public. It has investment opportunities that allow it to be public. It has the systems and logistical capabilities to be public. So the only thing that's holding that company back from being public is the capital markets being so dislocated at this point. So I believe there will be a time when capital markets return to normalcy, probably as Pat said, when the Fed hits its terminal rate and indicates that it's on pause or going in the other direction. And then that will likely, as markets recover, will dictate whether we think this is the right time to achieve a public offering with that company or not. But I would tell you, it is likely a public company at some point in the future because it has been positioned and we have made the investments that will allow it to be a public company. And frankly, if you have a longer duration under which you can achieve an exit for a company, we think the public markets are the most lucrative way for our shareholders to be able to do that, albeit it's in a staged approach to get liquidity rather than a sale transaction that would get liquidity all at once.
Lawrence Solow
analystLarry Solow, CJS. Just a couple of questions, just a follow-up on the share repurchase. I know it's been -- I think this is the first repurchase you mentioned, I think, since you guys have been public. It's somewhat on the modest side, but just curious what's different now? Is it just that the disparity between the price and the intrinsic value? Is that great? Or is there other reasons for you putting one in place today?
Elias Sabo
executiveYes. No, Larry, and thank you for the question and good seeing you. It's simply what you just said. The disparity between intrinsic value and the share price has become so wide that it's hard for us to transact against M&A opportunities. Now we have available liquidity. As Ryan said, we've tied up $60 million-ish in inventory to get through the supply chain disruptions that we will get back that will fund the repurchase that we've announced. And then we have retained cash, and we have the sale of ACI. So we have significant liquidity that's coming that will not impinge our ability to strategically invest in our companies for growth, do add-on acquisitions, invest in our health care subsidiary. But the intrinsic value is just -- and the value of the shares have just widened to such a level that it's impossible for us to ignore that. And as a management team, we collectively believe that the best thing we can do to accrete value right now for our shareholders in the near term is to acquire back those shares given that gap between intrinsic value and the share price.
Lawrence Solow
analystGreat. And just quickly on your acquisition strategy. With interest rates obviously much higher than they've been for the last 10 years, how does that come into play in your strategy? Do you have a higher hurdle? Do you just build that in? What are your thoughts on that? Leverage is a little bit high for you guys today. How do you -- how does that all come into your thought process?
Elias Sabo
executiveYes. And this actually goes back to your first question, and we hear from shareholders about our share price because of the business model and because cost of capital is so important to us, having a reasonable share price is critical for us to be able to execute against these better targets that are out there. And it's having a share price that's this weak makes it very difficult to wrap your mind around it because our cost of capital has gone higher. Now the debt cost of capital has clearly gone higher. But one of the things that Ryan highlighted is because we left so much secured capacity open, we can still finance businesses at very attractive rates and wait to term that out when the markets heal and it's a better environment to do that. From a theoretical standpoint, prices should come down. and higher rates, just like they are in the marketplace, lending rates are higher, the discount rate that we have to benchmark our equity returns against is higher, we should have all collectively in the private markets a higher cost of capital and prices should come down. What you heard from Pat is there's very little price discovery, so we can't tell you that's the case. And there is a significant amount of overhang that remains in the private equity markets with capital that had been raised and not deployed. And when you go a year without having a lot of M&A volume, one of the disadvantages of private equity that is an advantage for us is that shrank by 20%. Because these are typically 5-year investment windows, that shrank by 20% the amount of time you have to deploy that capital. That creates a little bit more pressure and a little more feeding frenzy-type atmosphere by which when markets start to recover, private equity investors really pile in high. So we can't tell you today, Larry, where pricing is because discovery is so limited right now. Theoretically, it should come down. And what I will go back and continue to highlight is, first off, if other competitors are doing unwise transactions, then we would prefer to just sit stable and not deploy capital because we're not going to deploy capital for the sake of doing it if it can't create value. We, however, have a sustained competitive advantage in our cost of capital. And if we can't pencil out the math using our cost to capital, even with the bonds trading off, even with our stock trading off, that should still be cheaper than where all of our peers are in the private market because of the underlying financing structure. We have far less risk as a holding company financing it than we would -- than any bank would have by specifically financing any one of our individual assets. And so it's impossible to know where people will price assets and whether they will have positive returns accounting for the risk and the spread to the discount rate that they should. But we -- unless they're doing something unwise for their limited partners and shareholders, we will maintain a competitive advantage on our cost of capital, but what that really implies is that if costs stay this high on capital, prices should come down.
Matt Koranda
analystMatt Koranda, ROTH Capital again. I'd express my thanks again as well for holding the day. It's been really helpful. A lot of good detail in the deck. So the sale of ACI, I was curious, if it sort of expresses an implicit view on the business cycle. You guys have been very good in prior years at sort of timing sales with the business cycle. And then what types of macro scenarios are you guys factoring into the '23 outlook when you look at the adjusted EBITDA subsidiary sort of flat relative to '22? Can you maybe just speak to the puts and takes around the overall macro overlay that you have? And then what -- how you built in the consumer and the industrial business outlooks underneath that?
Elias Sabo
executiveSure. So with respect to ACI, as you know, we had a contract to sell that business to a SPAC and it was very opportunistic in terms of the price. I would say, the broader picture on ACI is we held that business since we came public. It was very mature in our portfolio. Strategically, it no longer had the growth profile that some of the other assets have and we have been repositioning this company. And one of the primary purposes of today's presentation is to hopefully start to educate the marketplace that the core growth rate of this business is dramatically higher, and we would hope the multiple that one is willing to pay for our company is much higher than it was 5 years ago when we didn't have the growth that we had. So I don't think I would look into the ACI divestiture as any read into the economy and divesting at the absolute kind of right time. In 2019, we had a read that we were 10 years into an economic cycle and being a divestor was the right thing for our shareholders. I don't know I have that same read today because I don't -- it's a little bit more cloudy, but I wouldn't read into that. So now that goes to your second question is how -- what are we overlaying from macro conditions into sort of this, what I won't call guidance, but the numbers we put out there that will hopefully turn into guidance here in a couple of weeks. One thing we know we're dealing with right now is an inventory destocking globally that is hitting all businesses. And in the same way that Ryan had mentioned, we're going to monetize $60 million. Well, somebody above us as a customer is monetizing their working capital, too. And so we've experienced that in the fourth quarter. It was embedded into the guidance. But what we saw is that consumer spending, where we are going direct to consumer, principally in Lugano and in 5.11, is remaining really strong and is stronger than what you would anticipate. Now there's month-to-month variations. December, obviously, retail sales were weak. They were stronger in October. And so some of that could just be timing of purchases by consumers. But in general, we see end market demand for our consumer products being very strong. So I think what we're experiencing right now is really more on the inventory destocking side and we think that's a kind of duration of a 6- to 9 month. So that sort of started in the fourth quarter probably is a first half phenomenon that is going to provide a stiff headwind for earnings and that's incorporated in. And I would say we have more positive outlook into the back half of '23 and it isn't just because we want to have more time to achieve that. It's because what we see an inventory destocking that's going to cause headwinds in the near part of '23. Now in terms of the macro outlook, we're expecting a global recession to hit in '23 and that's embedded in the numbers. If we're coming down to 0% growth from a growth rate -- compounded annual growth rate of 14% over the last 3 years, that's anticipating some negative economic conditions that are putting that kind of drag because we don't think that our portfolio is reaching a level where it's maturing and that growth should be slowing on its own. In fact, to the contrary, that's why we highlighted the 4 businesses that represent over half of our EBITDA, they have very low market share and huge opportunities. So there's nothing to suggest that our growth rate should have dropped by 14 percentage points coming into 2023 other than a combination of inventory destocking followed by a global economic recession that is, at this point, anticipated to be soft. If we go into a hard landing and the economy globally really recesses hard, then I think all of us are going to have to probably reassess at that point. But right now, we are anticipating negative GDP reads into our numbers. Thank you.
Bruce Martin
analystIt's Bruce Martin from Still Lake Capital. Just a question, the business you just sold and I think the one you sold before that were both in industrial area and the multiple you're getting is about the multiple where the stock trades. And the industrial business is growing at half the multiple of the other business, and I guess, it's a little more than 1/3 of the EBITDA now, I think. But should we look at that and say over the next 5 years, yes, you shouldn't be shocked to see the industrial businesses continue to get sold at these multiples and we'll continue to invest in the kind of businesses we saw outside plus the health care, which, ultimately, theoretically should force the market to look at the company totally differently and give you a multiple that's more in line with the growth of the consumer businesses and not the industrial businesses, even though the whole business is sort of being valued at the industrial businesses?
Elias Sabo
executiveYes. So Bruce, it's a great question. And the punchline is, yes. But I'll now fill it in a little bit and go back. Just for clarification, the business we sold before was Liberty Safe and that was in our consumer business but its growth profile was much more akin to one of our industrial companies and the multiple one could expect to achieve on a sale would be very similar to industrial. So we could kind of think of that as a consumer industrial business more so than a straight consumer business. And even going back to 2019 of the 2 companies we sold one had de minimis EBITDA, a few million dollars, Manitoba Harvest; and the other one had north of 40, that was industrial. So if you looked at it on a weighted average basis, 80% of what we've sold over the last kind of 5 years has been industrial, and we are holding on to our consumer businesses. And that's part of the levering up of the growth rate is shedding assets that don't have good growth profiles. I can't tell you definitively that we won't acquire another industrial asset or that we will sell down the rest of our industrial assets in the next couple of years. We still have domain expertise in industrial and it's a segment that we will selectively look in. I think if Pat was talking about it, he would say, it's just harder to find North American-headquartered businesses in the industrial space that trade for multiples that we can wrap our minds around and also have growth characteristics. So if you want to buy something that touches sort of the entire electrification of mobility, well, the problem is those things -- maybe they do have decent growth, but those things are trading at incredible multiples. You have SPACs that are out there buying these things at infinite multiples of EBITDA and crazy multiples of revenue or at least they were. So it's been very difficult for us to wrap our minds around industrial opportunities being a good investment. If I were taking and venturing a guess, I would think our portfolio 5 years from now is principally consumer and health care and industrial probably would represent less than 10%, probably far less. And we would expect, by the way, that in the future acquisitions and what Kurt will be working on in health care would be at least neutral to potentially accretive to our growth profile. We expect these to be double-digit growers and have sustainable outlooks for double-digit growth.
Unknown Executive
executiveGreat. Thanks, Elias. We have time for 1 more question.
Elias Sabo
executiveAll right. Well, thank you all for attending. I know it was a long time. I hope by seeing the quality of the speakers that were up here today, it's really representative of the talent that we have in. It's really humbling to represent a group as talented as who's sitting here today and the team that we have back at Compass. But from all of us, from our Board, to the management to all of our subsidiary companies, we thank you all. You're the reason that we get up and come in and do this every day. And we will continue to execute on our strategy and do everything within our power to create returns that are adequate for the level of risk that you take. Thank you.
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