CompoSecure Q2 2024 Earnings Call Transcript

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Provided by Quartr
August 7, 2024

There are 7 speakers on the call.

Operator

Good day, and thank you for standing by. Welcome to the Composecure Q2 2024 Earnings Call. At this time, all participants are in a listen only mode. After the speakers' presentation, there will be a question and answer Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Sean Mansouri, Investor Relations.

Operator

Please go ahead.

Speaker 1

Thank you. Good afternoon, everyone, and thank you for joining us to review Composecure's Q2 2024 financial results. With me on the call is John Wilk, Composecure's Chief Executive Officer and Tim Fitzsimmons, Chief Financial Officer. They will begin with prepared remarks, and then we will open the call for Q and A. During the call, we will make statements related to our business that may be considered forward looking, including statements concerning our plans to execute on our growth strategy and our ability to maintain existing and acquire new customers as well as other statements regarding our plans and prospects.

Speaker 1

Forward looking statements may often be identified with words such as we expect, we anticipate or upcoming. These statements reflect our views only as of today and should not be considered our views as of any subsequent date. We undertake no obligation to update or revise these forward looking statements. Forward looking statements are not promises or guarantees of future performance and are subject to a variety of risks and uncertainties that could cause actual results to differ materially from our expectations. For a discussion of material risks and other important factors that could affect our actual results, please refer to the information in our annual report on Form 10 ks and other reports filed with the SEC, which are available on the Investor Relations section of our website and on the SEC's website atsec.gov.

Speaker 1

Please note that the discussion on today's call may include certain non GAAP financial measures, including adjusted EBITDA, adjusted net income, adjusted EPS and free cash flow. The company believes these non GAAP financial measures provide useful information to management and investors regarding certain financial and business trends impacting the company's financial condition and results of operations. These non GAAP financial measures should not be considered as an alternative to net income or any other performance measures derived in accordance with U. S. GAAP and may be different from similarly titled non GAAP measures used by other companies.

Speaker 1

A reconciliation of GAAP to non GAAP measures is available in our press release and earnings presentation available on the Investor Relations section of our website. Thank you. And with all that, let me turn the call over to John to discuss our Q2 results.

Speaker 2

Thank you, Sean. Good afternoon, everyone, and thank you for joining us for our Q2 conference call. We've got a lot of exciting news to share with you today, but I want to start and begin by discussing the strategic transaction that we announced in a separate press release issued after market close today and covered on Slides 34 in our earnings presentation. Dave Cote, former CEO of Honeywell and current Executive Chairman of Vertiv, will become Executive Chairman of Composecure following the acquisition of a majority interest in the company by the David Cote family. In the transaction, all outstanding Class B shares will be converted to Class A shares and the David Coty family through Resolute Partners will purchase $49,300,000 out of the $51,900,000 shares at $7.55 per share, resulting in an investment of $372,000,000 upon closing of the transaction.

Speaker 2

This deal unlocked shareholder value by removing our dual class shares, eliminating tax distributions to our Class B holders, simplifying our reporting and removing market overhang and uncertainty related to the future sale of Class B shares. Importantly, we anticipate a positive impact of more than $20,000,000 in incremental free cash flow on an annual basis, providing Composecure with additional cash to invest in the business to drive growth and reward shareholders. I've included a slide where you can see more about Dave Cote in his background. As you can see on the right side of this slide, Dave has an incredible track record of delivering returns for shareholders in his capacity as CEO of Honeywell for 15 years and as his current Executive Chairman at Vertiv. His experience during global organizations will be invaluable to Composecure as we enter a new phase of growth and continue to focus on creating value for our shareholders, customers and employees.

Speaker 2

Separately, we are also pleased to announce that we have amended and extended our credit facility with favorable terms, which was due to expire at the end of 2025. Tim will walk you through the details a little bit later in the call on that. Now let me summarize our quarterly performance. We're pleased to report that net sales increased by 10% to a record $108,600,000 and reflected the highest revenue in the history of our company. In addition, our adjusted EBITDA increased by 8% to $40,000,000 These results were driven by continued growth in our domestic business and strong international demand.

Speaker 2

We expanded our partnership with Fiserv to include the marketing and reselling of Arculus Authenticate. This enhances our ability to bring FIDO2 secondure authentication to Fiserv's extensive customer base of financial institutions and FinTechs. Overall, given our strong progress this year, we have narrowed our fiscal full fiscal year 2024 full year guidance to the higher end of our previous range. We now anticipate net sales between $418,000,000 $428,000,000 versus previous guidance of $408,000,000 to $428,000,000 and adjusted EBITDA between $150,000,000 $157,000,000 versus $147,000,000 $157,000,000 in our prior guidance. Turning to Slide 6, I wanted to cover some of the new exciting programs our customers launched.

Speaker 2

We continue to support our customers' ability to offer highly attractive premium card programs such as the limited edition American Express White Gold Card and the 1st Wells Fargo and Expedia co branded metal card. In addition, you could see that Turkish Airlines and Atlas, a fintech, also recently announced or launched new metal card programs. Moving on to Slide 7 for some insight on card market. Card issuers maintained steady purchase volumes and drove strong customer acquisitions in the 2nd quarter. This continues the trends we have seen throughout the year and has reaffirmed our belief in a strong and growing market for premium and metal payment cards.

Speaker 2

In addition, on Slide 8, you can see several of our customer and partner quotes from the Q2. These callouts underscore our commitment to marketing and innovations that will attract and retain premium card customers. Turning to Arculus on Slide 9. We have maintained good momentum and remain on track for our total net investment in 2024 to be lower than 2023 with the expectation of turning positive for fiscal 2025. For the quarter, Arco's net investment was $2,300,000 compared to $4,200,000 last year in the same quarter.

Speaker 2

And year to date, the net investment in Arculus was 4,000,000 dollars as of June 2024 versus 8.7% last year. As I mentioned earlier, we recently signed a marketing agreement with Fiserv to expand our relationship and allow Fiserv to begin marketing and re selling Arculus Authenticate. This builds on our already successful collaboration and solidifies our joint commitment to add functionality to payment cards that improves the customer experience. In addition, we recently previewed an exciting Arculus capability that leverages our secure hardware wallet to enable payment at point of sale terminals using digital assets. This capability is still in the early phases, but has promising applicability for Web3 payments.

Speaker 2

With that, I'll now hand it over to Tim to review our financials in more detail.

Speaker 3

Thank you, John, and good afternoon, everyone. I'll provide a more detailed overview of our Q2, 2024 financial performance and then turn it back to John before we open the call for questions. Unless stated otherwise, all comparisons and variance commentary are on a year over year basis. In Q2, net sales increased by 10% to a record level of $108,600,000 compared to $98,500,000 As John mentioned, the increase was driven by continued growth in our domestic business and strong international demand. Gross margin for the quarter was 52% compared to 55% in the prior year.

Speaker 3

This decline was mainly due to product mix related to the timing and demand for some of our new card constructions as well as inflationary pressures on wages. Net income for the quarter increased by 3% to $33,600,000 compared to $32,700,000 Adjusted EBITDA in Q2 increased by 8% to $40,000,000 compared to $36,900,000 in the prior year, with an adjusted EBITDA margin of 36.8% compared to 37.4% in the Q2 of 2023, again driven by the factors I just mentioned. We always like to provide you with the year to date results in addition to the quarter. On Slide 12, you could see our year to date financial results, which reflect our continued growth on the top and bottom lines and puts us on track for the updated guidance that John provided. Now turning to Slide 13 and looking closer at the split between our domestic and international business.

Speaker 3

You could see that our 2nd quarter domestic net sales remained strong at $85,200,000 up 9% year over year. Our international business also improved, increasing 14% to $23,400,000 compared to the year ago period. This is due to strong international demand that included accelerated demand for our innovative products such as the Echo Mirror Card. Turning to the balance sheet. As of June 30, 2024, we had cash and cash equivalents of 35,400,000 and total debt of $330,900,000 This includes $200,900,000 of term loan and $130,000,000 of exchangeable notes.

Speaker 3

As of December 31, 2023, we had cash and cash equivalents of $41,200,000 and total debt of 340,300,000 dollars The decrease in our cash balance compared to year end 2023 was primarily driven by the special cash dividend slash distribution of $0.30 per share or approximately $24,500,000 paid on June 11, 2024. It also included the tax distributions to members of $26,200,000 payments of debt of $9,400,000 as well as other CapEx and financing activities totaling $11,800,000 These were partially offset by positive cash flows from operations of 66,000,000 as our bank agreement is calculated with slight differences. On June 30, 2024, our overall leverage ratio was 2.2 times based on a total debt of $330,900,000 and trailing 12 month adjusted EBITDA of $150,400,000 This compares to 2.35 times at December 31, 2023 with the improvement driven by paying down debt and increased trailing 12 month adjusted EBITDA. At June 30, 2024, we had a bank agreement secured debt leverage ratio of 1.29 times based on a total secured debt of 200,900,000 and trailing 12 month bank adjusted EBITDA of $153,000,000 This compares to 1.39 times at December 31, 2023. As John mentioned earlier, we recently amended our credit facility led by JPMorgan Chase with Bank of America and TD Bank, which now includes lower rates and upsized revolving line of credit, a longer term and more flexible covenants.

Speaker 3

Importantly, a majority of our lenders in the previous debt agreement participated in the amendment, reflecting the confidence of our lenders that have in our business. The amended facility also provides us with the capacity to continue driving growth and innovation along with the ability to retire our exchangeable notes maturing December 2026. Turning to our cash flow statement on slide 15. You could see that net cash provided by operating activities increased 24.6 percent to $66,000,000 compared to $53,000,000 in the comparative period. The increase is primarily driven by an increase in net income of $7,200,000 and favorable changes in working capital accounts of 8,100,000 dollars Turning to EPS.

Speaker 3

GAAP EPS for the 3 months ended June 30, 2024 was $0.44 per basic share and $0.32 per diluted share compared to $0.31 per basic share and $0.29 per diluted share for the 3 months ended June 30, 2023. On Slide 16, you can read through the footnotes on the slide that take you through the complexities of the allocation of net income due to the Upsea structure and the shares that are included in the basic diluted calculations. On Slide 17, we're also providing non GAAP adjusted net income and adjusted EPS, which excludes the impact of non cash fair value adjustments to the warrants, the earn out revaluation and stock compensation. We believe that this provides a clearer picture of the economics of the company's operating results. Non GAAP adjusted net income for the 3 months ended June 30, 2024 increased by 10% to $25,200,000 compared to $22,900,000 with adjusted EPS of $0.31 per basic share and $0.27 per diluted share compared to $0.29 per basic share and $0.25 per diluted share during the 3 months ended June 30, 2023.

Speaker 3

On Slide 18, you will find our year to date DAP EPS and on Slide 19, our year to date adjusted EPS. I'll now turn it back to John to discuss our guidance and give closing remarks.

Speaker 2

Thanks, Tim. As I mentioned earlier, we've tightened our fiscal 2024 full year guidance. We now anticipate net sales between $418,000,000 $428,000,000 and adjusted EBITDA between $150,000,000 $157,000,000 In closing, I'd like to summarize the call today. We generated a record quarter of results on both the top and bottom line and the momentum in our business is strong. Our amended credit facility supports our continued growth and enables us to retire our exchangeable notes maturing in December 2026.

Speaker 2

We expanded our partnership with Fiserv to include the marketing and reselling of Arculus Authenticate and we remain on track for our total net investment for Arculus to be lower than 2023 with the expectation of turning positive in 2025. And finally, we are very excited about the benefits related to the strategic transaction with the Dave Cote family through Resolute Holdings with our Class B stockholders. This transaction provides compelling benefits for Composecure and our shareholders. And Dave's career and track record is unparalleled and I am excited to leverage his deep expertise steering global public companies. With that, I'd like to open up the call for Q and A.

Operator

Thank you. At this time, we will conduct the question and answer session. Our first question comes from Brian Beaton with Needham. Your line is now open.

Speaker 4

Great. Thanks guys and congrats on a great deal here. Hey, just a quick one. On the Robinhood side, what's the sales sensitivity around that Robinhood card? It sounds like there's been a lot of sign ups from the wait list.

Speaker 4

What's the embedded assumption, I guess, for this piece within the guidance? Is that a possible source of upside? Just wanted to better understand there. And it's obviously topical with Robinhood also presenting right now. Thanks guys.

Speaker 2

Thanks, Brian. We are very excited about the partnership with Robinhood. If you remember, there are 2 parts of it. We've got our core sort of metal veneer gold card and then the unique very limited edition solid gold cards that we're doing. And as you mentioned, the excitement around that from their customers we think is really high.

Speaker 2

So we are excited about building and growing that relationship. And yes, we think it can turn into a nice growth opportunity for us. I'm not going to comment on specific volumes with the program, but suffice to say, we are very excited about the program.

Operator

Great. Thank you. Thank you. Please standby for our next question. Our next question comes from Cassie Chan with Bank of America.

Operator

Your line is now open.

Speaker 5

Hey guys, thanks for taking my question. Just wanted to ask, I mean, it seems like you guys raised the full year guide by a bit more than the 2Q beat, at least relative to our estimates. Just wanted to know what's driving that underlying shift? Is it a change around expectations for domestic versus international growth, number of cards issued or maybe growth from top 2 clients or the posture of the macro. Just wanted to know relative to 3 months ago, has there been any underlying shift that you've seen in demand that's driving the full year outlook rate?

Speaker 5

Thank you.

Speaker 2

Thanks, Cassie. As we look at full year, yes, we had a strong quarter both domestically and internationally. So we talked about expecting to see that bounce back in international after a slower Q1. And what we saw there, I think, was some excitement about some new programs launching internationally that drove some nice volume in the quarter, we think steadies out as we move through the year. So as we started the year, if you remember, Q1 International was about 11% of business.

Speaker 2

This quarter was about 22% of our business. We've said historically that that comes in around 2020 with the slow start that we had. We said it will get back on track. We think that does on a full year basis. It still probably comes in on the slightly under where it would be typically.

Speaker 2

So net net, our answer is strong domestic growth with returning international business sort of getting us back to a nice pace there.

Speaker 5

Got it. And if I could just ask a follow-up. I know you guys mentioned removing the dual class shares and an incremental $20,000,000 in annual free cash flow, which was nice to hear. I guess, do you guys have a longer term free cash flow conversion or target out there? And how are you guys prioritizing capital return?

Speaker 5

Thank you.

Speaker 2

So we gave you the free cash flow conversion calculation at the end of the year last year, I think it was about 13% on a full year basis. This unlocks quite a nice sized chunk of additional free cash flow. So obviously, it depends on where the stock price comes out as we compare it to the value of our equity. But we expect to see really nice pop in that metric for us in terms of the free cash flow that comes from the elimination of the dual share class structure and importantly gives us more to invest back in the business. So I think we're excited about it for the business.

Speaker 2

We're excited about it for shareholders. We have not set a long term guide for where that should come out.

Speaker 5

Okay. Thank you and great set of results.

Speaker 2

Thanks, Cassie.

Operator

Our next question comes from Jacob Steffen with Lake Street Capital Markets. Your line is now open.

Speaker 6

Hey, guys. I appreciate you guys taking my question. Congrats on the results here. Maybe if I could just touch on the Pfizer, Arculus partnership. Certainly, it seems like a nice announcement, but maybe if you could kind of give us some color there, what do you think this distribution kind of reseller partnership does for the card?

Speaker 2

Number 1, I think it helps validate the thesis here around the capability of a card can do more than it does today by turning a credit or debit card into an authentication token. We've been talking about that. And we're starting to see those conversations with banks and feeling the momentum there a bit. So being able to open up a distribution channel like Fiserv, we think is a terrific opportunity. They are an amazing company, an amazing partner.

Speaker 2

And the roster of clients, the number of clients they have is extraordinary. So we look forward to building this out, but wanted to share that announcement.

Speaker 6

Got it. And maybe if you could help us understand the kind of seasonal new card program launches. It seems like for this quarter, obviously, we had Robinhood last quarter. But maybe help us understand, do you kind of expect more kind of in the second half of the year here? Or is the first half typically the seasonally strong point for new launches?

Speaker 2

Sorry, Jacob. So, please don't take the 4 as these are the only ones we had in the quarter. We're giving you just a select set of examples of some new programs that we think are exciting. There are a good number of more than that in any given quarter. But you asked about seasonality and we've said we don't typically see something that Q4 Q1 are always up, down.

Speaker 2

It doesn't follow that type of seasonality. What we do see internationally and we've talked about this is we've got a smaller number of customers, smaller volume and there's more lumpiness at times where you'll see customers launching programs in a specific quarter where you may see more volume where they have a need to deliver cards. We saw a little bit of that in Q2 with some popular programs that we were running in Europe. But net net, we don't see it sort of based on time of year. It has to do more with time of launch for our customers.

Speaker 6

Okay, got it. Appreciate you taking the questions. Good luck, guys.

Speaker 2

Thank you.

Operator

Thank Our next question comes from Reggie Smith with JPMorgan. Your line is now open.

Speaker 2

Hey, everyone. It's Charlie on for Reggie. I realize it's early days on M and A and I doubt the strategy is fully backed yet. But how are you thinking about M and A, I guess, on the consolidation side where you acquire a different card manufacturer versus product extension where you acquire a company offering different products that might also fit your bank partners? Thanks.

Speaker 2

So thanks, Charlie. We appreciate the question. We've had an M and A framework in place where we've looked at potential deals that I think cut across the different types of opportunity you described vertical, horizontal opportunities. To date, we haven't seen anything that we fell in love with. For us, it's early days with this deal just signed.

Speaker 2

It's too soon to get into details, I think, about what our forward strategy will look like. Really look forward to partnering with Dave Cody and his partner Tom Nott with their experience in this space and look forward to sharing more down the line on this.

Speaker 6

Great. Thank you.

Speaker 2

Thanks, Charlie.

Operator

Thank you. I'm showing no further questions at this time. Thank you for your participation in today's conference. This does conclude the program. You may now disconnect.

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CompoSecure Q2 2024
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