All right, guys. I'm going to get started with our next session here. For those of you who don't know me, my name is Matt Koranda. I'm the Senior Research Analyst and Managing Director covering consumer growth at Roth MKM. For our next session, we have Vista Outdoor, and here to present for us, and kind of walk us through all of the different things that are happening with Vista. We have to my far right-hand side, Eric Nyman, CEO of Revelyst, the outdoor product side of Vista. And then to my immediate right-hand side, we have Andy Keegan, CFO of Vista, and eventually will be CFO at Revelyst, once the separation is complete. So maybe, you know, just to level set everybody in the room here, there's been a lot of different developments happening at Vista over the last 6-12 months. Maybe Eric, could you just bring us up to speed on the process we're going through to separate the two sides of the business? Why the separation in your sporting products, which is the ammo side, and then the outdoor products business, which will eventually be Revelyst? Why is that beneficial to shareholders? And then maybe just cover some of the milestones that we should be looking for over the next few months. So I know there's a lot in that, but let's start there. Thanks, Matt. Nice to see everybody. I always like when we start off with a five-part question. It has been a bit of a. I only do five-parters. Yeah, it's great. It's been a great 9 months-ish since I've been at Vista. You know, when I came in after a long career at Hasbro, I was really excited to see, you know, what we could do with this incredible house of brands. Mr. Outdoor owns over 41 brands in the industry, and I think some of them are some of the best there are. So for me, you know, having run a lot of brands in the world, you know, my last gig, we had 1,500 brands. That was a pretty common question, you know, "What are you going to do with all this stuff?" And, you know, for us, we started with an audit. Andy and I, you know, went around and we met with, you know, all the teams. And one of the big things that I saw in the early days, you know, if you think of themes, one theme on the from two paradigm was this was really being run as a holding company. You know, we had 11 different businesses running independently with their own supply chains and CFOs and all those different things. So there wasn't, you know, a real strong enterprise-led center. So that was one opportunity. You know, second opportunity, which was very public, was they were trying to split the company to create more value for our shareholders. And, you know, we had this ammo business that typically is valued in one way and an outdoor consumer products company that's typically valued in a different way. And there was a strong feeling that separating would create more value overall. Both things I agreed with, so I took the job. You know, what we've spent time doing since, you know, we announced in October the sale of Kinetic Group, or the ammo side of the company, for $1.91 billion to CSG, or the Czechoslovak Group. We feel that's a good value for all of our shareholders. We've gone through HSR, or the antitrust piece of that sale with the government. We're now in the last stages of CFIUS. And we feel good about where that's going, and hopefully we'll have some news to share in the next few weeks on that. So we feel like the separation is on track. You know, there's no crystal ball, but we feel like from a separation standpoint, it'll probably happen sometime after a shareholder vote, late April, early May, which would lead to a formal separation where Revelyst will go public as Revelyst, stock ticker GEAR, G-E-A-R, at some point in May. You know, the sale will be completed on the Kinetic Group side to CSG. Did I hit all five questions? Yeah, I think you hit most of them. Maybe Andy, I'm going to I'm going to kick the, the financial side of it to, to you, but just talk about $1.91 billion from M&A, wind that down, and bring us to sort of the cash that ends up on Revelyst's balance sheet and, and how that sets you up for success on a go-forward basis. Yeah, great to talk to everybody today. So the $1.91 billion, we'll have a few things that get paid down as we go through that process. So debt will come down. It'll be, you know, call it a little over $700 million that we'll have to pay off at the point of the close. We also expect there will be a cash distribution to shareholders of $12.90 per share, which equates to about $750 million of cash off the $1.91 billion. And there's going to be costs, you know, transaction-related costs and taxes that we have to pay of, call it, around $100-ish million. All in all, right now, what we're actually expecting, when close occurs is going to be around $400 million of cash, available to capital deployment. We are planning to have about $250 million of that be on Revelyst's balance sheet for the go-forward period. Anything above that, so the $150 million, would be returned to shareholders. Now, whether that's through a share repurchase or a, a dividend, a special dividend of sorts, is still TBD, TBD at this point in time. But that would be the, the split, and then the $250 million would be used as part of the Revelyst capital allocation process as we head into the future, capitalizing that business for, for growth as we go forward. Okay. And then, just one more on the separation, maybe just, for CFIUS. You said you're kind of in the final stages there. I know, you know, there's probably not a lot you can share in terms of, you know, the inner workings of how you're dealing with the CFIUS committee. But maybe just talk about prior transactions that you've observed, what mitigation sort of, requests they've made of others selling ammunition businesses. How has that kind of, fit into the, the 90-day process, roughly, that CFIUS has? Yeah, so the process is; it's not always easy. For those who don't know CFIUS, it's for foreign acquirers. Really, there's nine departments that operate in that process that we have to work with, two primaries, and then the rest are approval processes. Actually, the company, CSG, who is acquiring the ammo company, just went through this process, actually, back in, beginning of 2023. It did take them about six months to run through the overall process, what we just observed. There's a few things that they can look at, as they're looking through this. They are whether it's the process of watching the information that you're going through, whether it's import-export type of activities, if there's IP that they want to make sure it doesn't go into different hands, they can ask you to have mitigation around that. Supply agreements, you know, as we serve the government, they can have prioritized supply agreements. So there's a few things that they could request. We'll work through that. We're certainly in regular contact with them as we're talking through all these things. And we expect that we'll be able to get this closed, you know, hopefully in the next few weeks, as Eric said. Okay, great. Oh, and then I'll add one more on the transaction here. The S-4 has been filed, and that has to be declared effective, and then we have basically like a 30-day window to get to the shareholder vote. Where does that put us in terms of, you know, timing of the shareholder vote at this point? So the S-4, we just actually filed the second amendment to that or the first amendment, second filing of that here a week and a half or so ago, updating for Q3 numbers and responding to the first set of SEC comments. Somewhat depends on if the SEC has a lot more comments, but if we do in the next couple of weeks be able to get to a declaration of effectiveness, you're in that May time period, probably first couple of weeks of May, that we would have a shareholder vote, and be able to then assuming CFIUS is closed, we'd be closing quickly thereafter. Okay, great. All right, let's get on to Revelyst and talk about sort of all the good stuff that's happening there. You walked us through the basic capital allocation framework, at least initially, which is take, you know, the excess cash you have, some form of buyback or special dividend, so that, you know, let's take away that cash. The $250 that you have, where, how are we thinking about deploying that? Because there's quite a few opportunities out there in terms of M&A. Vista, at least historically, has been known for, you know, for doing a lot of M&A. Eric, I think you are, you know, perceived at least among the street as more of an operator, so maybe less of a focus on big M&A and splashy stuff. Maybe just help us put those two things together, help us square that. Well, thanks for that. You know, I think one of the one of the many things that you can be excited about at Revelyst, you know, we're going to run a proper business, and we've already talked about, you know, I mentioned briefly the transition of going from a real holding company mentality to a house of brands. And, you know, we're going to create, and we are in the process of creating a few things. So before I answer your question directly on the future, the present's pretty important. You know, we're setting up an operating company with three platforms and, you know, versus 11 separate companies working independently. And those platforms are focused on consumers and customers, and we're putting the appropriate brands against the consumers that they service. And that's going to be a big step forward. You know, I'm really excited, and our management team's really excited about that, the idea that, you know, in precision sports technology, platform one, located in San Diego, we'll have two of the best brands in sports technology in the world for if you're golfers or even if you're not. You know, hopefully you've heard of Foresight Sports, one of the premier launch monitors in the business, and we feel really good about what that operating group can create. We also have Bushnell Golf in that framework, and Bushnell's a leading rangefinder and also sports technology group. And together, we have leadership in both on-course and off-course golf. But even more importantly, on the technology side, we have all the data of all these different players that have never been joined before. And that creates a whole new world of opportunity for esports and digital gaming and a whole bunch of different things. So we're excited about that. I think platform number two, our adventure sports business, you know, we have some of the best brands in the world. You know, if you think about Fox coming together with Bell, coming together with Giro, coming together with CamelBak, and our e-bike business, QuietKat, those are five tremendous brands and harnessed for the first time with one innovation pipe against that adventure sport enthusiast and casual consumer, creates a lot more opportunity than the company's been able to generate. And our third platform in Bozeman, Montana, is around our outdoor performance brands. So think more casual recreation in the outdoors, hunting and cooking and camping. And we have leadership brands there with things like Simms, which is a leading fly fishing brand, as well as Bushnell, which is an optics brand and, you know, connecting people to the outdoors. So we're, you know, we feel there's a lot of potential in building out these businesses focused on the consumer and customer and then creating some real efficiency from an operating standpoint in the middle. You know, right now, we have, as I mentioned, multiple supply chains, multiple warehousing groups. And when you think about operating appropriately with one central supply chain that supports those businesses and one central warehousing infrastructure that supports those businesses, one central HR team, one central legal team, one central finance team, you know, it's going to make us stronger. I think that gives us a lot of ability to both improve our EBITDA margins, which you should all be asking us about, and we believe we can do that. We've already talked about doubling EBITDA next year in the, you know, in the short term. But it also gives us, you know, great potential over time to make better products to surprise and delight consumers as a brand-led, consumer-obsessed, maker-fueled company. And that's what we're going to be all about. Okay, perfect jumping-off point to talk about GearUp. Yeah. The cost improvement program that you guys have launched. Yeah. $100 million improvement program to EBITDA. Maybe just give some context on sort of—I mean, you kind of already alluded to it, but it's, you know, this was a holding company before, was separately operated brands. Now we're looking to integrate those brands into three cohesive platforms. We're looking to share more services. Maybe just talk about the rationale for GearUp first, and then we can talk about sort of how the savings layer in over the next couple of years. Yeah. I'll let Andy do the financial walk so you can all feel very comfortable where we're going. But again, the narrative and the theme is fairly simple, and I appreciate that you've understood it so well, just in the question, that there's a lot of inefficiency in a company when you do hyper-M&A over a short period of time. And, you know, right now, what we're able to do is reward our shareholders for sticking with us or entice new shareholders for coming on board by creating a more efficient operating model for a company like ours. And again, as you mentioned, those three platforms allow us to do things better. Centralizing certain, I'll call them, support services allow us to do things better. And again, we've been pretty transparent on the EBITDA side that that's going to allow us to double EBITDA in year one. And over, you know, the long term, we've talked about getting to those mid-teen EBITDA margins. And I think that creates a much better valuation than what we're going to be coming out with today. So we're excited about that. And then, you know, you had asked about capital allocation and those types of things. We aren't looking to do massive M&A anymore, so I should make sure I say that. You know, what we do feel like there's an opportunity in today's marketplace for smaller bolt-on acquisitions that could enhance our platforms. When we find those things, for example, if there's the right technology opportunity in precision sports technology to be able to supercharge that type of a business, we're going to do that. We're also going to take an appropriate capital allocation strategy that includes share buybacks and dividends and things like that. Andy's really working on that plan right now, and we'll communicate more at our investor day on May 29th in Irvine. Perfect. Maybe, Andy, digging into the numbers a little bit more for at least the near-term savings, cost savings that have been actioned. I think you guys set out a target of about $25 million-$30 million in savings for fiscal 2025. So maybe just help us understand, of that 25-30, what has been actioned already and just as a matter of time for it to flow through the P&L versus what else needs to be actioned this year and talk about the future workstreams there within that 25-30. Yeah, so there's a few things in the GearUp program. We really throw it into 4 buckets of what we're focused on. One is going to be org design. Some of the as we consolidate and bring these platforms together, it does have some redundancies that are able to be addressed. A lot of that has been addressed. In February, beginning of February, we did announce the closures of some facilities as part of that process, and there were some corresponding reductions in workforce that were occurred. That will occur. Not all of that was on that day. It was announced, but it'll take some time between WARN Act notifications and other aspects. You'll start to see that flow in here as we head in really into our fiscal 2025. You'll start to see that flow in. So that's one area is org design. The second is real estate. We do have a number of offices, about 21 different locations across the board. We're consolidating those. We did announce some of those closures, so that will happen here as well over time. That will take longer than the org design. Some of those will roll off over the next kind of year and a half or so. Supply chain is kind of the third area. Break supply chain into a couple of buckets. One is distribution. We're going to move from 9 distribution centers down to 2 primary distribution centers. We already have both of those distribution centers in our network, which tells you the efficiency level that we're seeing across those 9 is not, is going to create a lot of potential or significant savings in the business. But it takes time to move that without affecting the sales trajectory of the company. So that will happen over a course of the time of the period of time. Some of that will be affected in 2025, though, so you'll see some of that come through as part of the 2025 pickup. And then, ERPs, so the IT structure. So ERPs is the base, but there's others. There's going to be your WMS systems, your tech stacks for the sales, so our D2C stacks. Those are all pieces that's going to be the long pole in the tent. ERPs take the most time from what we're seeing to be able to implement. So the ones that have been actioned first, org design's been earliest, that'll be a large amount of that 2025. You'll see some supply chain savings as our distribution centers move, and then the other ones will come in, as we head into 2026 and 2027. Okay, great overview. I wanted to drill down on the supply chain and just the distribution project that we're working on. 9 DCs into 2 sounds like a pretty huge undertaking. So maybe just talk through, you know, sort of the steps that need to happen and the timing for that. Because I would assume that's not all done for 2025. This is part of the longer-term GearUp savings that you have over the next couple of years. So maybe just help us understand the cadence of consolidation that we're going to have ahead, on the distribution side. Yeah, you know, I think a big part of GearUp. We announced $100 million of run rate cost savings over 3 years. If you think about the distribution center side, you know, that typically takes 18-24 months, you know, to do what we're trying to do. We've already made some substantial progress on that in the first 6 months. You know, again, we'll share more at Investor Day on exactly what places we're closing and what the cadence is. But we feel like, you know, we brought in a world-class consulting group. We feel good about the progress we've made on supply chain. I think by certainly by the end of year 2, the majority of those moves will have already been implemented and will be down to, you know, a supply chain map for the United States that we feel really good about. You know, and that will allow us to start focusing on some of the more exciting areas in terms of growth that you're all interested in, I'm sure. You know, we'll talk more about that, you know, as well. Yeah, okay, perfect. Let's talk about growth for a second. Sure. Because obviously, like, all we're talking about. I'm feeding into your question. Yeah, yeah, exactly. You, you cued me up perfectly, Eric. Yeah, all we've been talking about for the past two years in outdoor is basically headwinds and destocking and everything. So I'm excited to start talking about growth. But maybe just talk about sort of where channel inventory sits right now. I know you guys are about sort of 90% through retail. And if we think about it, I think you guys have talked about it pretty even split between specialty and mass. But maybe just talk about levels of inventory at retail, where they sit, what that means for, you know, for growth on a go-forward basis, at least over the next year or so, and what and what we're counting on for the doubling of EBITDA target that you guys have. Sure. I'll split this with Andy then. You know, with regards to channel, we get this question all the time. A big piece of, you know, being a being a decent manager is controlling what you can control. We can't control all of our retailers. We can't control how they buy. What we can control is our own inventories. We can control what we're buying and investing in, and that's what we're doing. So you saw, you know, in Q3 for us, which was Q4 calendar of last year, we had a significant effort to reduce our inventories. And the team did a terrific job. You know, that had a cost. You know, it created a, an EBITDA dip. And we communicated that we'd start to see an improvement on that dip starting right now, which is our fiscal Q4 calendar Q1. So we're, you know, from an own inventory standpoint, we're not perfect, but we've made substantial ground. I think about $100 million calendar year-over-year in inventory reductions. And that's great. And I think the teams are doing a terrific job, and we're going to continue to work on making sure that we have the right inventory in the right places around the world. So we're doing that. With regards to the external world, you know, again, focusing on what we can control, you really try to look for, are we regardless of what happens in the market, are you winning market share? So if you look at, you know, Circana or NPD, you know, data that they just published, for one of the most published areas of our business, which is the biking world, you know, where we have Fox and Bell and Giro and CamelBak and things that I already mentioned, you know, we're starting to win market share against our competition. And that's a great signal that regardless of what happens in a marketplace that we can't control, the consumer is choosing our brands. And as we become more of a brand-led company that you feel comfortable investing in, that's what we're focused on, controlling what we can. And we can control whether we make the most innovative product in the world, and we can control the marketing messaging behind that product. And if we do a good job, consumers will choose us. That's what we're really focused on right now. Excellent. Maybe Andy just address the doubling of EBITDA. What's the context on top line that we need to see to get there for next year? I mean, it's pretty simple. The answer is no, there doesn't need to be any growth on the top line. We think that this is a cost savings initiative driven, you know, through the GearUp program with a few other things, with promotions being lighter, as Eric mentioned, in Q3. We were a little bit more promotional or a lot more promotional than we typically would be, so that won't be repeated. And we're starting to see some inventory reductions, as Priyadarshi noted for us. It took a little time to get there because we were so heavy on the inventory that it just took time to move into the P&L. So we do see that without necessarily any significant revenue growth next year. Okay. And we're running low on time, so maybe we'll just do one last one here. But when we think about the long-term target, you guys have been pretty adamant that over time, mid-teens EBITDA margin is very achievable with the program that we have in place. Maybe just touch on sort of one, can we do that with the existing portfolio? Do Do we need to do divestitures to get rid of lower margin kind of drags? Do we need to acquire some stuff that, you know, kind of helps us with capabilities that kind of get us to that higher margin level? So maybe is there any portfolio action that needs to take place to get there over time? And yeah, then we'll leave it at that. Yeah, no, terrific question. You know, post-divestiture, Revelyst will have about 34 brands. And, you know, we can certainly commit we've already publicly commented that the portfolio as it exists today won't be the portfolio that exists in 3 to 4 to 5 years. And in fact, it'll probably change a lot more quickly than that. You know, we've made a lot of progress on I hate to use the businessy term, portfolio optimization, but I think anytime you come into a business that has so many brands like this company, you look around and you say, "Look, there's some brands that really fit what we're trying to do, higher margin, higher growth, exciting spaces for the consumer." And there are some brands that over time are not quite the same you know, don't quite have the same profile. In those cases, maybe they're in better hands with somebody else. We can take that cash and reinvest in the business or return it to shareholders in a way that, you know, rewards people who invest in your company. We're all over that. You know, I think by Investor Day, I feel very confident that we'll be able to provide an update on some short-term moves that will result in some divestitures. We'll also hopefully be able to announce some things that will result in, you know, some smaller-scale bolt-on acquisitions that will enable us to, you know, grow and prosper in the future in a way that rewards our shareholders with higher returns. Okay, and remind us investor day is at, is in Irvine, right? Yeah, so May 29th. We hope you all are able to join us. We're excited about that. You know, it's going to be Revelyst's first-ever investor day. So, you know, you only have one chance to make a first impression, I think, is the old statement. And we really want to make sure that we're able to do that do this investor day in a way that allows all of you to experience our brands and our products. So Irvine, California, is our adventure sports headquarters. We're going to have all the best products there for people to experiment with and play and have fun with and enjoy. So you'll be able to ride QuietKat e-bikes. You'll be able to at least eat from Camp Chef cooking experiences. You'll be able to experience Foresight Sports launch monitors, and a fantastic golf simulation center environment. You'll also get to hear us again, but also meet the new management team and hear them talk about the three platforms and the vision for future growth. So we're really excited about it, as we should be. We hope you're as excited as we are, and we hope you'll join us on May 29th. Okay, with that, we're out of time.
Loading workspace