TransDigm: Foundations with Nick Howley

Introduction

[00:06:53] Will: We are delighted to be here today with Nick Howley, who has been the driving force at TransDigm since the outset. The company celebrated its 28th anniversary in September of this past year, 2021. The return profile over that period of time is both extraordinary and unique. So the IRR for an original dollar invested in September ’93 in the original predecessor transaction at TransDigm has grown at a compound annual rate of 37% for 28 years. So to frame that, if you put $100,000 into that original transaction, it would today be worth $175 million, so sort of other worldly shareholder value creation. 

It’s interesting because it’s very evenly distributed across two periods. So over the 28 years, the first 13 years, the company was owned by three private equity buyers, Kelso and Odyssey and Warburg Pincus. The IRR over that period of time was 37%. The company went public in an IPO in March of 2006. The IRR over the 15 and a half years since the IPO, since the company went public is 35%, so remarkably evenly distributed at remarkably high numbers. If you just look at the public piece of that, TransDigm has outperformed the S&P by 15-fold, kind of extraordinary, and its peer group by ninefold. This podcast is called 50X and the math is fun because the total X here is 1,750, which is exactly 35 times 50X. So, we’re going to try to go down into the engine room and unpack how all that value was created over a very long period of time. Again, we’re delighted to have Nick here with us. Nick, thank you very much for joining us.

[00:08:49] Nick: Glad to.

Nick’s Background pre-TransDigm

[00:11:56] Will: So let’s go back maybe and talk a little bit about that first deal, the purchase from Imo of the components businesses. How did all that come together? How did you get connected to the investor group, the original investor group and so forth?

[00:12:09] Nick: As I said, the company decided to sell them. I went out to run them, polish them up and try and sell it with, as I said again, no intention of selling it. It was a little dicey in that the company said they didn’t want to sell to the management for obvious reasons. They thought there was too much conflict, which there clearly is too much conflict. But myself and who was then my boss, Doug Peacock, who became my partner, decided we were going to buy it. We put a story together. The company had hired Morgan Stanley to sell it. We had people introduce us to people that we knew in the private equity business. I knew some of them from school.

Frankly, the first one we took it to was Berkshire Partners. I don’t know if Rob was even there yet, but it was Brad Bloom. They turned us down. Now, ultimately they ended up over a 28-year period, probably being the biggest money maker other than management on it, but they turned it down the first time and didn’t buy it.

We managed to find Kelso and get their interest, but it was a marginal size deal. It was going to be a $50-55 million deal with $25 million or so of equity. We got them interested in the potential.

Interestingly enough, or it wasn’t for him at the time, the chairman and CEO of the company fired my partner, Doug Peacock, in the middle of the process, because he thought he was colluding trying to buy it, which he completely was. He kept threatening to fire me for the same purpose, but it’s tough. Once I’m already engaged with the buyers and they’ve already said what a wonderful management team we have, it’s tough to fire him right in the middle of the process. Essentially, he would just call me and harangue me all the time about it. “You’re not talking to any of them, are you?” I thought it was somewhat naive for a very smart guy, otherwise, to think he had any sway over me anymore. He’d already decided to overboard me. Why would I care what he said?

But it got fairly tense. Again, what I did learn is if you’re bidding against management, if the management has any competency, it’s tough to be a practical buyer. There was another PE buyer and a couple other strategic buyers, but the reality was they weren’t going to get there unless they did it themselves, that’s for sure. They weren’t going to get much help from me.

So, that’s how we got going. It was tense. I moved out with my wife and we had three small kids, put what money we had in it. We moved all on the bet that we could get it done. My wife stopped her job, which she wasn’t going to get back, a research kind of job and horticulture that you’ll never replace once you leave, almost like a college kind of job. It was tense, but it worked and we got it done.

[00:14:43] Will: And Kelso was the original partner.

[00:14:45] Nick: Kelso was the original partner and they were good partners. They were good guys to work with and they were good partners.

[00:14:50] Will: So let’s do a snapshot of that original transaction. Can you just frame roughly what you guys paid for it, what the capital structure was, what the EBITDA, what the businesses looked like day one?

[00:15:01] Nick: EBITDA was somewhere between nine and 10 million. The purchase price… And I say nine or 10 as you have this normal as it last year, look-forward or LTM or whatever. Either one got you somewhere in the nine or 10 range. Price was $55 million. It was about $25 of equity and $30 of debt. Maybe there was another million bucks. I’m sure there was a few fees floating around there and I’m forgetting, but that was roughly in the range of it. It was four small businesses and about seven different manufacturing facilities.

Original Acquisition from Imo Industries in 1993

[00:11:56] Will: So let’s go back maybe and talk a little bit about that first deal, the purchase from Imo of the components businesses. How did all that come together? How did you get connected to the investor group, the original investor group and so forth?

[00:12:09] Nick: As I said, the company decided to sell them. I went out to run them, polish them up and try and sell it with, as I said again, no intention of selling it. It was a little dicey in that the company said they didn’t want to sell to the management for obvious reasons. They thought there was too much conflict, which there clearly is too much conflict. But myself and who was then my boss, Doug Peacock, who became my partner, decided we were going to buy it. We put a story together. The company had hired Morgan Stanley to sell it. We had people introduce us to people that we knew in the private equity business. I knew some of them from school.

Frankly, the first one we took it to was Berkshire Partners. I don’t know if Rob was even there yet, but it was Brad Bloom. They turned us down. Now, ultimately they ended up over a 28-year period, probably being the biggest money maker other than management on it, but they turned it down the first time and didn’t buy it.

We managed to find Kelso and get their interest, but it was a marginal size deal. It was going to be a $50-55 million deal with $25 million or so of equity. We got them interested in the potential.

Interestingly enough, or it wasn’t for him at the time, the chairman and CEO of the company fired my partner, Doug Peacock, in the middle of the process, because he thought he was colluding trying to buy it, which he completely was. He kept threatening to fire me for the same purpose, but it’s tough. Once I’m already engaged with the buyers and they’ve already said what a wonderful management team we have, it’s tough to fire him right in the middle of the process. Essentially, he would just call me and harangue me all the time about it. “You’re not talking to any of them, are you?” I thought it was somewhat naive for a very smart guy, otherwise, to think he had any sway over me anymore. He’d already decided to overboard me. Why would I care what he said?

But it got fairly tense. Again, what I did learn is if you’re bidding against management, if the management has any competency, it’s tough to be a practical buyer. There was another PE buyer and a couple other strategic buyers, but the reality was they weren’t going to get there unless they did it themselves, that’s for sure. They weren’t going to get much help from me.

So, that’s how we got going. It was tense. I moved out with my wife and we had three small kids, put what money we had in it. We moved all on the bet that we could get it done. My wife stopped her job, which she wasn’t going to get back, a research kind of job and horticulture that you’ll never replace once you leave, almost like a college kind of job. It was tense, but it worked and we got it done.

[00:14:43] Will: And Kelso was the original partner.

[00:14:45] Nick: Kelso was the original partner and they were good partners. They were good guys to work with and they were good partners.

[00:14:50] Will: So let’s do a snapshot of that original transaction. Can you just frame roughly what you guys paid for it, what the capital structure was, what the EBITDA, what the businesses looked like day one?

[00:15:01] Nick: EBITDA was somewhere between nine and 10 million. The purchase price… And I say nine or 10 as you have this normal as it last year, look-forward or LTM or whatever. Either one got you somewhere in the nine or 10 range. Price was $55 million. It was about $25 of equity and $30 of debt. Maybe there was another million bucks. I’m sure there was a few fees floating around there and I’m forgetting, but that was roughly in the range of it. It was four small businesses and about seven different manufacturing facilities.

Thesis and Performance under Kelso & Co.’s Ownership

[00:15:33] Will: That first period under Kelso, the focus was mostly on optimizing those initial businesses?

[00:15:40] Nick: That’s right. I would say, if you said what’s the thesis for the first turn. The thesis in my view is very simple. Thesis item number one is get it closed. Best plan in the world didn’t have much chance of working without a business. So that was number one. The business thesis was: it was a poor time in the market. Both the commercial market and the defense market were down and the businesses were roughly two-thirds, one-third, not that much different than they are now, but it’s unusual they both cycle down at the same time.

[00:16:08] Will: What was driving that, Nick? Sorry to interrupt. What was driving the cycling down?

[00:16:11] Nick: The commercial business I would say was just a normal cycle. I mean, every 10 or 15 years it tends to cycle down for one reason or another. I don’t remember what the precipitating incident was. The defense business was what they called many years ago, at the time, the defense dividend. Peace was breaking out all over the… Russia was falling apart, Eastern Europe was falling apart, and they cut down on defense spending.

[00:16:34] Will: Which is usually the sort of anchor to windward.

[00:16:36] Nick: That’s right. That’s usually stabler than the commercial business and they rarely cycle together, but by good or bad luck, they happened to cycle together here. The previous owner had not been very attentive to the cost adjustments and takeouts. Now, you might say I was partly there too, but maybe I wasn’t that anxious to get it as shipshape as possible. But the thesis was primarily get the costs in line, get the things stabilized, shut down many of the operations. There were too many of them. I think there were seven facilities. I think we shut down four of them, or four or five of them. It was a difficult, detailed job. Step up the management, wasn’t very impressive. And frankly pick up a little bit of new business as the market recovered and let the market recover. What that should do is it should move the margin up, because you’ve got a better cost structure as the margin recovers and then sell it. My thought at the time was I’d do that for four or five years, make some money, put enough money in the bank to, I don’t know, buy a house at the shore and pay for kids’ college and have a little left, then go seek fame and fortune elsewhere.

[00:17:42] Will: So over the Kelso ownership periods, again, snapshot, after the effect of those changes, what did the business look like three or four years later? Again, super roughly.

[00:17:53] Nick: I want to say, and I’m saying this a little bit from memory, but they bought in at about nine or 10 million of EBITDA and they sold the business to Odyssey who was the next buyer in about 45 million of EBITDA, all organic. In other words, no acquisitions along that period. It was the combination of substantial cost takeout, the market pickup, and, frankly, we got the rest of our values drivers developed. We got the value pricing concept moving, which was a big contributor, and we got a pretty good new business development machine moving along too.

[00:18:29] Will: Fivefold growth in cash flow over four years.

[00:18:32] Nick: And I’d say, Will, we pretty quickly developed the value driver concept that became our operating mantra for the next 28 years.

Genesis of Three Key Value Drivers: Price, Productivity, and New Business

[00:18:42] Will: So let’s maybe talk about that, Nick. Maybe take those different value drivers and talk a little bit about how they began to evolve in that first chapter.

[00:18:49] Nick: I was immediately and completely focused on what I’d call equity value creation. It was pretty obvious to me, and had been previously, that much of what you do in many large organizations has little to do with value creation. My question was how can you find a simple way to explain that to people and get them all focused around that? Between Doug and I, we were able to distill that down to what I think is the essence, the only thing that you can do to change the intrinsic value in one of these businesses, and this is true in most industrial businesses. You can get the price up, you can get the cost down and you can generate new business. Almost anything else is tertiary at best. I know some things have to be done.

What we liked about it, to some degree they are self-regulating. If you don’t deliver well-engineered, high quality products to your customers on time and service them, you can’t get new business and you can’t get the price up. If you cut the cost down far enough that you can’t do that, then you’re not going to get the other. So you’re forced to strike a balance.

We were able to get that concept through because it’s simple. It’s a pretty simple thing to explain to people and it’s almost everybody. It became a very powerful message that worked. I mean it worked when we had 350 people and it’s worked when we had 20,000 people, because it’s been a simple thing that we can drive into the culture and teach people.

What we would continuously say, and we say because I believe it… You can’t fix the market. It’s going to be what it’s going to be. You can’t fix the valuation multiples. Maybe theoretically you can, but as a practical matter, you can’t change them a lot. But what you can do is you can work on your value drivers in up and down markets. If you stay focused on them, someone will pay you eventually. The capital structure is important, but all that can really do is amplify the intrinsic value that you create otherwise. Frankly, what I would say, and I say all the time to other people, is that’s mine to foul up or not foul up. What you can do is you can create the real intrinsic value. I can just try and multiply it a little bit.

Building the Management Team

[00:21:07] Will: You mentioned something about talent that you inherited and needing to bring some people in and upgrade there. Can you talk a little bit about that piece of it, again, in this first chapter, the Kelso period?

[00:21:19] Nick: I was pretty lucky there. Interestingly, within about a year of buying the company, we got in most of the people that ended up the senior managers, 20, 25 years later. They all had a common characteristic. They were too young for their job by most people’s standards. They hadn’t had a job like this before. They bought in and understood the value creation thing, worked hard, and they wanted to make money. I mean, if I looked back, within a year, Ray Leventhal, who was the long-term COO, was there.

[00:21:52] Will: How old were these? You’re about 40 at the time, right?

[00:21:54] Nick: Yeah, I was 40. I would guess Ray was 32. Bob Henderson, who’s Vice Chairman now and has been President and Executive Vice President of many, many different businesses we’ve had through the years, Bob was probably 37. Jim Skulina, Executive VP of ours and President of many companies and CFO for a period of time, he was probably 33 or 34. Bernie Iversen, who had many, many operating roles, along with an EVP and headed our M&A for probably the last 12 or 15 years, Bernie was probably 31. Jorge Valladares, who’s the current COO, was probably 23 or 24. Jim Riley, who was a president EVP for many, many years, though retired, left about six or seven years ago, Jim was probably 26.

To some degree, we were lucky. We managed to get guys that were believers early on and I think did a pretty good job. We didn’t hit every one. There were some we brought in and didn’t work, but I think we did a pretty good job of getting the ones that didn’t fit out fast and moving the ones that did up. Will, I suspect you’ve seen this. By and large, in my view, people overemphasize experience at the expense of smart, young and energetic.

[00:23:06] Will: Absolutely been my experience, Nick. It’s very interesting. So, what was it like at corporate headquarters in the very, very early days?

[00:23:13] Nick: There wasn’t any, essentially. We had four businesses, which we quickly collapsed down to two. We had a CFO, which as a practical matter, I did a fair amount of it, but we had a CFO. We had my partner, Doug Peacock, who was the CEO and I was President, but I also ran one of the two businesses. That was it, and there was an assistant. We ran that way for probably first five, six years.

[00:23:38] Will: Physically, what was the office like? Where was the office?

[00:23:41] Nick: The offices were in Cleveland. Both Doug and I moved out to Cleveland. As I said, I moved out first. We both lived outside of Princeton, New Jersey. I mean, essentially, we had all our money in this and we said, “We got to be at these businesses.” We were both out in Jersey. They were connected to the manufacturing facility. They had some extra space and we carved it off and called out the corporate office. It didn’t matter to me because I was running one of the businesses.

Early Lessons on Value Drivers

[00:24:05] Will: Going back to the value drivers and maybe it’s worth just quickly ticking through the three of them and what you learned about each of them in that first sort of four years or so.

[00:24:15] Nick: Again, three value drivers we focus everybody on: price, cost, and new business. I’ll say again, you obviously have to take care of your existing accounts. They all require the same kind of care and feeding. In pricing, our goal was to price the product not to the cost, but to price it to what we thought the value we provided to the customer, which is a mix of what do you provide and what’s the switching cost. Sometimes you can calculate that pretty closely, but frequently it’s a little bit of trial-and-error to get there. I found in this business, and I subsequently found it in almost every business we bought, that most niche engineered product type of businesses underpriced their product.

In this business, particularly in the aerospace, you’re not going to make a lot of money selling to the OEMs, but you don’t have to lose money, which a lot of people do. And they almost always underestimate the strength of their franchise in the aftermarket, which means they don’t adequately understand the value in the switching cost. So we had to educate people a lot to that. Frankly, we are pretty intense on that. We expect somebody that’s running a business of ours, a president to be intimately involved in the pricing. We don’t think that’s something he can delegate down. He has to have pretty clear rules that elevate the thing quickly right to the top. We don’t want there to be any confusion. If we’re not getting the price, who’s not getting the price? We want to clearly understand why we’re not getting the price.

We have different kinds of techniques to monitor that and watch it and slice and dice the customer base so that we don’t foul it up. One of the things we would say over and over again: rather than worry forever about what you’re going to try, pick a subset that you can afford to either lose and figure out how you’re going to back off if it doesn’t work rather than ring your hands before you try it. It generally has been workable.

In cost, our goal in cost control has always been, and I say this over and over again, we don’t understand fixed from variable. We’re not going to try and get into that argument. We’re just going to say our cost base is your revenue minus your EBITDA. Our goal there is to at least offset inflation every year with savings. Simple way to think about that is if you want to give everybody a 3% raise and your business is flat, you got to take 3% of the people out. Now, when the business grows, you got to do other adjustments for that, but the simple goal is offset inflation. It’s easy to do for a year or two. It’s very hard to do over time. The other trick is you have to count all your cost. Otherwise, what happens is it just becomes a gaming exercise of what can I call fixed and what can I exclude and what is really not addressable. So that we’re pretty rough on that.

On new business, it’s just a detail tracking. Everybody has to be out all over it business by business by business. We want to analyze them, not just can we get the business and not just what the volume is, but are you ever going to make any money? It’s a very common thing we see in acquisitions, hundreds of engineering projects going on, chewing up all kinds of expenses. You could probably throw half of them out almost the day you walk in. Either your chance of winning them isn’t very good, or their price such that if you win them, it isn’t worth winning them. So we try and do a pretty good job gating up front on that, but tracking it, and it’s a key part of your job is to keep that pipeline full.

Capital Allocation under Kelso & Co.

[00:27:53] Will: We’re the first of the three private equity chapters for the IPO, so just poking our head up for a minute on capital allocation in that chapter. Can you talk a little bit about how you ran the balance sheet, how levered you were? You weren’t doing acquisitions. Did you make any dividend type distribution?

[00:28:13] Nick: We did not make any dividend distributions. The first time we just ran the business, paid down the debt. Mostly we just paid down the debt. I would say within about three and a half years, it was pretty clear we were selling here in the next year or so. So that’s what we did. I would say I was marginally attentive to it, but not… Mostly I was running the businesses and there was plenty of runway there. I mean, I got the idea. I was running the largest business, but as a practical matter, I was the CFO too, so I was fairly involved when there was money getting raised. Nobody really did much. We borrowed the money to buy it and then we just paid it down, sold it.

Sale to Odyssey Investment Partners in 1998

[00:28:51] Will: So end of that period, you’ve got 45 million in EBITDA. You take it to market. Can you talk a little bit about that process and leading into the next chapter under the next owner?

[00:29:02] Nick: I would joke with Kelso. I’d say, “I’m horrified. I thought you were my girlfriend forever and here you are dumping me.” I was getting a payday, so actually I was pretty happy to get dumped. So we hired, I think it was Goldman Sachs at the time and we went through a normal process. We got PE bidders. We got strategic sniffing around it, but this happened really every time. We never really got a serious strategic bidder. The bidders, as I recall, were, the three finalists were Oak Hill, Joseph Littlejohn & Levy at the time, they’ve changed their name a couple times, and Odyssey. They were right on the price. Also, they were decent guys that did the right thing. They said, “See where you’re comfortable and pick the ones you think you can live with,” and that’s what we did. Now, this one had a little bit of a bump in the road that ended up with Kelso having to roll a little money back in. The bond market in 1998, you probably don’t remember, but there were these Russian defaults and the whole market completely froze up.

[00:30:02] Will: I remember.

[00:30:03] Nick: So essentially, we had to push the thing out for probably six months and then couldn’t finance it and had to rejigger it. Price didn’t change much, but Kelso had to roll some more over, which ended up being a very good thing for them, but it’s not what they wanted at the time.

[00:30:18] Will: And ballpark valuation?

[00:30:20] Nick: I want to say 450.

[00:30:21] Will: 10 or 11 times.

[00:30:23] Nick: Which was a big step up right there, which is why they got such a big return.

Strategy under Odyssey’s Ownership

[00:30:26] Will: All right. So let’s talk about that next phase under Odyssey’s ownership. How is it different than that first base?

[00:30:32] Nick: First, the Odyssey guys were good guys to work with too. They’re a little more high strung than the Kelso guys. They’re more of an old line private equity firm. They were great to work with, but Odyssey guys are more high strung. I liked them all. I stayed quite friendly with them through the years. We continued this very focused value creation concept, because it was just driven deep into the culture, but we started to step up. And this was their, some of it was their pressing, some of it was me, but some was theirs, clearly, the acquisition activity. They were very supportive of that, very helpful at and very much encouraging in it.

I don’t remember the exact how many businesses we bought, but I would guess on their four or five-year hold, we maybe bought eight or nine businesses, something like that. It made me feel quite comfortable with our ability to scale and the fact that our thesis worked. In other words, we didn’t just by dumb luck hit a place it worked once. If we stuck with our criteria, which was fairly straightforward, proprietary aerospace businesses with significant aftermarket content, where we could see a clear path to private equity like return. If the business hit the aerospace aftermarket and proprietary, we could run this play over and over again. During that, it started to become apparent to me.

Early Acquisitions and Integration Playbook

[00:31:51] Will: So maybe it’s worth talking about a couple of those early acquisitions, Nick, and how they confirmed a thesis and that focus for you guys.

[00:31:59] Nick: First one we made with Marathon and that was a little tougher. Frankly, we misjudged the ship set content. We didn’t do enough work on it, so it didn’t have natural organic growth. In retrospect, like many things, two years after we owned it, I knew that, but I didn’t know it a month before as well as I should have. We got good returns on there, primarily because we frankly had to strip the cost down further and had to hit the price harder, and that wasn’t a great model.

The next one we bought was Adams Rite. Adams Rite was the largest manufacturer in the world of faucets for airplanes. Now, that wasn’t a very big company. It was about five million of EBITDA on about 40 million of sales, which I now see made no sense and I didn’t think it made any sense then that you should be making that kind of money. That was a meaningful investment for us, 40 million. I went out, and I did this for probably the first seven or eight, I went out and lived in California and ran it for the first six months.

We started the playbook there. We probably took 20% of the cost out in about a 60-day period, and that’s mostly people. You can get cost out of the other things, but they take a while. The quick move is too many people and not like most places, not people doing nothing, just doing things that didn’t matter. They weren’t value creative. The other thing is we went in a lot of detail, as we did in the acquisition, but we knew it even more once we got there, we went through all the products and did a whole slice and dice on the pricing structure. How much was old? What was low quantity? What had any chance of replacing? What had no chance of replacing? We increased the prices in the aftermarket. We also had to deal with two or three big LTAs and we took a harder line on them.

[00:33:47] Will: What’s an LTA?

[00:33:48] Nick: A long-term agreement with the OEM. We took a harder line with them and said, “You’ve been getting fixed prices here for seven or eight years. You’re going to have to at least catch up for seven or eight years of inflation. Then we can start talking about a real price increase.” That got a little testy for a while, but ultimately the aftermarket moved way up. That margin probably moved from 12%. I would say within probably 18 months, it was 25%. It was the drill, price, cost out, new business.

[00:34:28] Will: So that became the playbook, as you said.

[00:34:31] Nick: Yes.

[00:34:31] Will: And so, another early one that was pretty substantial was Champion.

[00:34:36] Nick: Yes. Champion’s an interesting story. Champion was a big buy for us at the time as a percent of our enterprise value. I was a bit nervous about it. We had to lever up again to buy it. We had drifted down a little. We had to lever up some to buy it. I’ll tell you something that happened that proved our thesis is we bought it and, within about 90 days, 9/11 hit. So not only did we lever up, but the market went to hell. It was in South Carolina. We bought it from Federal-Mogul. They kept the automotive business. We bought the aerospace business. Significant issue there was, can we keep ourselves free of the bankruptcy? Because it’s clear to everyone they’re going to go bankrupt. Anyway, we did a lot of work and we managed to convince ourselves that we could keep clear of it, and we did manage to.

We did the same thing. I went down and lived… It’s right outside of Greenville, South Carolina. It’s in Liberty. I went down and lived there for about six months, came home on the weekends. It was a big buy. Same drill, we replaced most of the management within 90 days. We brought Bernie Iversen, who ended up being one of the big guys in TransDigm in to be head of sales and marketing. Fair step up for him. I was the acting president of it. Same drill. Probably took 20, 25% of the cost out. Substantial adjustment in the prices. This is probably… We did some of it at Adams Rite. The review of the new business, we were getting better and better at. So we went through and probably knocked out half the engineering projects, took out 15 or 20% of the engineering cost, and the new business development picked up substantially because we worked on stuff we could win.

[00:36:16] Will: So, on the new business piece, you inherit a group of projects that the prior ownership was focused on trying to sell.

[00:36:23] Nick: Yes.

[00:36:24] Will: You look at them and you realize some of them are harder, lower probability projects. So the idea is to eliminate those and focus on the highest probability best piece of business.

[00:36:35] Nick: Two things, Will. Some of them are low probability of winning and others are priced so poorly or they’ve given away already much of the upside frequently in intellectual property or aftermarket rights. You’re going to lose even if you win. So if we don’t think there’s a probability of restructuring the contract such that you can win someday, we just move on. And that’s been a winning formula. As a practical matter, we have typically increased the rate of arrival of new business after we bought something and clearly increased the rate of arrival of profitable new business.

[00:37:11] Will: Rate of arrival, meaning pace of growth, new business landed, new revenue landed, bookings.

[00:37:16] Nick: Bookings. No credit for emotional wins or anecdotal wins. I mean a purchase order in the door.

Early External Crises

[00:37:26] Will: So, 9/11 is the first external shock.

[00:37:29] Nick: Let me back up. We had one other that happened in ’96. There was a plane crash and 60 Minutes decided to make us the poster child for killing the 300 people.

[00:37:41] Will: Really?

[00:37:41] Nick: They held the parts up and this is what we think is responsible. Now, turned out to be bullshit, but their goal is not to necessarily be truthful, it’s to make shocking statements. Couple things we did on that. We didn’t go into denial on it. We quickly ramped up the legal activity. What are we going to do? How are we going to defend ourselves? We quickly ramped up a bunch of university types to go analyze the situation and come up with reasons this couldn’t be true, which we didn’t think it was true. It took a lot of effort and generated a lot of angst. In fact, we were able to fight it off, but it was an existential kind of threat. So that was our first one. Turned out to not be a big deal, but it was a little scary when it came up.

The next one was 9/11. 9/11 and the situation there was that we had just Champion, as I said, we levered up again. We made one of our bigger buys. 9/11 came along and the aerospace industry essentially just stopped. Now, in retrospect it’s nowhere near as bad as COVID, but for about 60 days, it just stopped. People just stopped flying all over the world and it very slowly started to creep back up.

[00:38:43] Will: I remember that period.

[00:38:45] Nick: No one knew where the bottom was. That was the scary thing. Is this going to keep going forever? It was pretty clear to us this was a problem. It was interesting because our customers were still trying to get us to ramp up production on things, but we were saying, “Oh, this makes no sense.” As I like to say, something bit in the dinosaur on the ass and it takes some six months to turn around and see it got bit.

Once again, we thought no sense going into denial here and there’s really only a few things we can do. We pushed the cost down as fast as we could. We probably took across the whole company, which we think we were running pretty leanly anyway, we probably took 20% of the cost out and the people out of it. And we just turned the rates down even though we were still getting squeezed by the customers to keep delivering, we just kept telling them, “This can’t be true. You can’t stop producing airplanes, people stop flying and you need these high delivery rates.” We reduced down, got the cost down very substantially.

We also, interestingly, picked up the new business development in this. We saw a very big opportunity for cockpit security systems. We were the first one to come up with a cockpit security system, which we sold across the whole industry. It gave us a hop of revenue in a very badly needed time making these security systems and we got our costs down quickly.

We saw it through. As a practical matter, it didn’t last as long as we feared. By probably four months, five months afterwards, air travel was about back up to where it was at the time of the 9/11 event and we went on from there, but it looked pretty scary at the time.

[00:40:24] Will: I do remember that time. It was very scary, very unclear how long it was going to last.

[00:40:27] Nick: I would say we went through this same drill as we did before. We had a different set of players now with more operating units, but the same argument. Your costs are your revenue minus your EBITDA, that’s your cost. We’re not going to get into this fixed variable argument. If the revenue is coming down 20%, someone’s taking the cost down 20%.

[00:40:49] Will: It was the beginning of a template that you’ve rolled out in subsequent crises. What did you guys do with your comp during that period?

[00:40:57] Nick: Not a lot. Our cash comp was never a big deal. It was always the equity in the options. To some degree, they self-regulated. The EBTDA went down, their value went down. We may have missed a year to of vesting. I don’t remember. I don’t remember whether we did. Whatever it is, it all caught up.

Snapshot at Conclusion of Odyssey’s Ownership in 2003

[00:41:13] Will: Okay. Returning to Champion briefly, can you just give a quick snapshot of what it was when you bought it and then maybe at the end of the Odyssey hold? Revenue, margins, cash flow, super roughly.

[00:41:25] Nick: I would say Champion was probably 15 or 20 million when we bought it and I would guess it was 60 when we sold it the next time.

[00:41:37] Will: 4X growth, pretty great.

[00:41:38] Nick: And organic.

[00:41:39] Will: If you looked at the company when Odyssey bought it, 40 to 45 million of cash flow, of EBITDA, what was the size of the company when you guys went to sell it to that next PE owner?

[00:41:50] Nick: I want to say 120-ish when it’s sold the next time.

[00:41:55] Will: On the capital allocation side, how levered were you in those days?

[00:42:00] Nick: I would guess the leverage was probably running four to six times. When it’s sold, I don’t remember where it was in that cycle. It probably went up to six or a little higher when we bought Champion. It drifted down, but 9/11 kind of threw a little monkey wrench in it for a year or so, so I just can’t remember it at what rate it drifted down.

[00:42:14] Will: But you guys would run it in that band four to six times and typically there’d be some re-leveling as you did acquisitions.

[00:42:23] Nick: That’s right.

[00:42:24] Will: If we take corporate headquarters, what did it look like in that second phase?

[00:42:28] Nick: It was Doug and I still. We had enough businesses that I didn’t have a day job running a business. I was more in full time harassment mode of different people. We replaced the CFO at the beginning of the Odyssey turn, which was a significant upgrade, who stuck with us for a number of years, Greg Rufus. So I think it was Doug, myself, a CFO, another accountant to help with consolidation, and we had two administrators. So maybe it was seven people at this point.

[00:42:59] Will: Were you still in that adjunct to the manufacturing facility?

[00:43:04] Nick: The Cleveland business had to move the offices. They outgrew the manufacturing facilities. They had to move to an office about two blocks away and we moved to the same thing.

[00:43:13] Will: What was that office like, just the physical?

[00:43:15] Nick: Same thing. Very austere, simple office.

Building a Decentralized Culture

[00:43:19] Will: So through those first two buyers, it’s almost exactly 10 years, ’93 to 2003. And so, talk a little bit maybe about decentralization and culture, how you built those two things so deeply into the organization across those first two PE investor owners.

[00:43:37] Nick: I would say the decentralization was almost a religious belief by Doug and I. We both felt very strongly that if you want people to act like owners, you have to treat them like owners and pay them like owners and give them a fair amount of autonomy. That was just a very strong belief the two of us had. We had also had experience in different large organizations. My experience and Doug’s, and by the way, this has been nothing but reinforced in subsequent acquisitions I’ve made, is that corporate structure in the corporate staff in the main contribute very little, if any value, at least to niche engineering business is what I know.

I mean, there’s some functions that need to be performed. You got to pay taxes and you got to borrow money, but most of the others are value detractors. They generate non-value-added work. They crank out programs that the local operating management doesn’t believe in so they don’t do them. They just fill the forms out and pass them back. We thought the more that we could cut out of that, the better. And we’d have a much better chance of attracting the kind of people that we wanted to attract. I would say one of the things that helped me get comfortable with it is that we were lucky attracting this core of eight or 10 relatively young guys that were believers and we trusted. So they ultimately became the seeds for the first acquisitions we were making. As we got bigger, they became the executive vice presidents, which is sort of the culture carrier as we buy things.

One, you have to believe it because you have to pass up at times apparent cost savings on the belief that the loss of entrepreneurial spirit and ownership will more than overcome what you might save by having a common account receivable department or something like that, or a common sales force. You just have to believe that. You’ll do a lot better if you lived it for a while and had to deal in a corporate environment, where it just stifled people like that.

The other thing you got to do is you got to get rid of people fast that don’t fit. Everyone says they want to be autonomous and run a decentralized business. Fact of the matter is what they really mean is they want to be responsible when things are going well, but not responsible when things are… “I’m president of the good stuff.” No, you’re president of all the stuff. You got to be quick to fire when somebody doesn’t fit in culturally. If somebody’s trying, they get the culture, they’re trying their best, they’re in a bump in the road, or they need some training, but they’re smart enough, energetic enough, those people you should live with for a while. But if somebody fundamentally doesn’t buy into it or they’re a politician or they’re not truthful, you got to get them out quick.

Differentiated Approach to Compensation

[00:46:23] Will: Maybe it’s a good time, Nick, to talk about compensation. You guys have a highly differentiated approach to compensation. Maybe talk a little bit about how it evolved and the very specific model that you guys have developed.

[00:46:39] Nick: I would say during our time in the private ownership, I don’t think the compensation system was particularly unique. Compensation looked like PE compensation. My experience is, and now I have a lot of experience in other PE ones, is they almost all look the same. The amount of equity differs depending on the size of the deal and the sophistication of the management, but typically the vesting methodology and that sort of stuff are usually pretty similar. Our question was how can you do that? How can you mirror that in the public world? Because I don’t know of any public companies that do that. At least I couldn’t find any then and I haven’t been able to find that now. So we were looking to try and mirror that.

We wanted to underpay people in cash compensation. We wanted to over-equitize them, but we wanted to pay them when they generate intrinsic value. But in the public world, there isn’t a terminal event, which makes it just a little tougher to figure out. So, we ended up with a lot of thought and hand-ringing with a concept that ties itself to what I’ll call generation of intrinsic value.

What we do is you take the EBITDA at the start of the period, whatever that period is, and the multiple at the start of that period. You can calculate a total enterprise value, take off the debt, and that gives you an equity value. Divide by the number of shares and you got a dollar per share. As we move forward each year, we hold the multiple constant because we don’t want the management either getting a windfall or not getting their options vested because of swings in the public perception. So we hold it constant. So the next year, you take EBITDA from the next year. You multiply it times the multiple. You subtract the then debt, which is where you capture all the cash generation. You get a new equity value. You divide it by the number of shares, including the dilution from the vested options, and you have a new intrinsic dollar per share. That has to grow 10% before you vest anything.

[00:48:42] Will: The intrinsic value per share has to grow.

[00:48:42] Nick: It has to grow 10% before you vest anything, and in the beginning 20% before you fully vest and ratably in between. And that runs for a five-year period, and then we re-up it. That’s how we started it and it’s worked quite well. It was a little hard to explain to public shareholders. But frankly, once they got it, the ones that put the time into it really like it.

[00:49:11] Will: It’s all performance based.

[00:49:13] Nick: All performance based. The management, the senior management and the operating unit presidents, which are like portfolio presidents in a PE, we pay below the market. Say, we pay 25 to 35 percentile in cash pay. But if you take the value of your equity over any four or five-year period, you’re probably at three, four times what someone else makes doing a comparable job. As the company got bigger, we dropped that from 20% to 17.5%.

[00:49:43] Will: Which is where it is today.

[00:49:45] Nick: Which is where it is today.

[00:49:46] Will: The top end to fully vest is 17.5%.

[00:49:49] Nick: With my argument, we now had PE partners on the board, Rob, Mike Graff, and David Barr. I was telling them, “What are you guys getting consistently year in, year out on your IRR?” I may be wrong, but I’m thinking it’s not 20.

[00:50:01] Will: I bet that was a lively conversation.

[00:50:03] Nick: Yeah. Much different situation. Exactly why? Because we call ourselves a private equity firm in the public market. Why is it different?

[00:50:12] Will: All right. So if you run a business unit for TransDigm, you’re on this program.

[00:50:16] Nick: Yes.

[00:50:17] Will: So everyone from the business unit GM up has got some variation.

[00:50:21] Nick: A business unit, think of them like a portfolio company in a PE world, because you could clip the wire most of them and sell them the next day. We pay what we call the leadership team. We pay the president, head of sales and marketing, head of operations, head of finance, and possibly the head of engineering, though sometimes we combine that, we’d like to combine that with the sales and marketing guy when we can, but those are who gets on the option plan.

[00:50:45] Will: It’s focused on the EBITDA of their business unit? What they control.

[00:50:50] Nick: No, their annual bonus is based on that, but that’s not real big. Their overall option investing is the company, the overall company performance. We like that for a couple of reasons.

I have played around with the phantom stock, different operating units. We’ve done that once or twice. It gets complicated. We tend to train people and move them through our succession program and move them between units, and that gets even more complicated. You got to try and figure out how to keep them whole and what they gave up on the growth of the other one. So we tied it to the company.

It also, I think, promotes esprit de corps, stops a lot of the infighting, who did well and who did poorly. We’re all tied to the same kite here. You get some interesting dynamics. We have these product line reviews that we do quarterly and we ask most of the operating unit presidents to come. They also tend to self-select. If people are not performing, you get everyone complaining. “Why are they still here? Why are you keeping them?”

[00:51:51] Will: And just retention wise, Nick?

[00:51:53] Nick: We almost never lose anyone that we don’t want to lose once they get in the equity plan. Now, it’s not to say we don’t lose people, but we lose them because they can’t perform because they can’t function in this kind of environment, but I can’t think of a situation where we lost someone that we didn’t want to lose once we got them in the equity plan.

Sale to Warburg Pincus in 2003

[00:52:12] Will: First time you’re thinking, “Hey, I’m going to do this for four or five years. We’ll sell it.” By the time you get to that next sale event, were you still in deal-by-deal mindset or were you beginning to view this as something you could do for a longer time period, you personally?

[00:52:26] Nick: I think I was in the mindset that I could do this for a long period of time. This clearly had legs to it. I liked it. I could see where it was going. I was accumulating significant net worth here doing it, and I liked it. I liked the people and I liked the job and I was too young not to have a job.

[00:52:43] Will: Okay. So, the Odyssey team takes it to market. It’s got $120-ish of EBITDA and the third chapter begins.

[00:52:51] Nick: So we did the same thing. I think Morgan Stanley sold it this time. Went through the same kind of drill. Now we were… You probably needed $500 million of equity to do it this time. I think the cost was about a billion four. So if you did the math on the leverage and all that, you needed about $500 million of equity. So you were starting to outgrow the PE world. If you used your rough rules of thumb, you’d say somebody needed $5 billion. There weren’t that many $5 billion funds. If you said how many $5 billion funds are there that want to buy an industrial business, you had even less. But, as I like to say, you don’t need a lot, you just need two to get yourself a decent price.

Once again, we didn’t really get strategic interest. We got a few sniff around, but nowhere near the price. There was an interesting common denominator about them. We got this from United Technologies and a couple others. They would come in and mostly they’d focus on why the EBITDA was not sustainable and why it was a trick because they had an obvious issue. Why are these guys selling the same thing we’re selling making 40% EBITDA and we’re making 18%? So, they all would have some bunch of diligence questions. It all went around you’re liquidating the business, you’re not doing it right, some kind of accounting scam. And then they’d convince themselves and go away.

The three finalists then were Warburg Pincus, Berkshire, and TH Lee, and we ended up with Warburg Pincus. Berkshire, I knew the guys at this point. This is, I think, when I met Rob. I may have met him in the ’98 process, but I know he was very involved in the 2002, 2003 process. And I knew Brad Bloom. He was my section in Harvard Business School. They were very hot and heavy for it at the time. They were disappointed and they were right about on the price. Our concern there was they couldn’t speak for $500 million. They had to bring in partners. At this point, in some other situations, I’d had some experience with clubbed up deals, but I think as you know, Will, if you club up a deal, the dumbest guy controls the speed of everything.

[00:55:02] Will: Yep.

[00:55:03] Nick: So that concerned us… And Warburg Pincus did a good job of selling. They did a good job of selling the management team. Not that Berkshire didn’t, but Warburg did a good job. TH Lee, not so good.

[00:55:13] Will: Before we talk about that last pre-IPO chapter, if you went back and you looked at the original Imo businesses, what would they have been at the time of the Warburg transaction, 10 years in? I guess they were, as you said, 40 to 45 million when Odyssey bought it. What might they have been at the time? Were they continuing to grow?

[00:55:34] Nick: Yes, they’re continuing to grow, but I’d say if they were 40-ish going in, they were probably 60-ish, something like that, coming out. They were continuing to grind out price, margin, and cost reduction. Their core margins were still moving probably a point a year.

Shift to Inorganic Growth under Warburg’s Ownership

[00:55:51] Will: So in the Warburg Pincus chapter, talk a little bit about how that unfolded, and organic versus inorganic growth under their ownership.

[00:56:00] Nick: We clearly started to ramp up the acquisitions even more, but as a general rule, the way you should usually think about that is this market grows four to 5% real a year, depending where you are in the OEM cycle, we’ll get at least that in pricing on top of that, nine, 10%. That has been the organic growth rate of almost everything we’ve bought through the whole period of time and then the rest of it is acquisitions.

[00:56:26] Will: And so, inorganically, how many deals did you do super roughly during the Warburg period?

[00:56:33] Nick: It was ramping up. We had the playbook. We had hit our stride then. Generally, if a business meets our criteria, we’re not going to lose it on price. In all probability, we’re going to see them and they’re going to be a 15, 20% kind of EBITDA margins. If it meets our criteria, we’re going to be able to get it to 40 or higher than 40. Very few strategics are going to buy something like that. First, they’re usually not that sexy and they don’t fit with their overall picture and that’s going to scare PE buyers off. As you know, they can’t bet on that kind of margin expansion.

[00:57:07] Will: One of the things that’s interesting under Warburg’s ownership is you move towards more of a capital allocation focus as a CEO versus an operations focus. Could you talk a little bit about that transition and your role and time allocation, how all that evolved?

[00:57:24] Nick: Private equity guys are very involved in capital allocation through their hold. Now, this was my third turn here so I was pretty familiar, increasingly involved in that as we went forward. But as Warburg got in, it became clear that they were going to be transitioning out sooner rather than later with the public world and it became an increasing part of my responsibility. Fortunately, we had a pretty strong operating team under me, because many of these guys had been with me since the beginning. It both allowed me to back off a little bit of that and focus more on the capital allocation and get ready to drift into the investor relations and still not have to let any gas off on the operating activity.

Evolution of M&A Process

[00:58:08] Will: And so, within that, the primary capital allocation channel that you guys grew and expanded under Warburg’s ownership was the M&A activity. Could you talk a little bit about how your approach to M&A evolved over time, how you developed it, created the template, the approach?

[00:58:30] Nick: Our template for analysis was pretty well developed fairly early, and I’m willing to explain that some. I would say the organization that we use stepped up very substantially some time towards the end of the Odyssey, beginning of the Warburg process.

We began to look at the M&A much more as almost like a sales activity. In other words, we believed before that most things in our space we saw. As a practical matter, that wasn’t true until we really ramped it up and we did this a couple of ways. One, we established a clear M&A function, which was much was me before this. We took a couple or one of the key guys, who’s an operating guy with a lot of industry experience and market experience, and made them in charge of that. First one was Al Rodriguez who was with me since the beginning. And then he died young and untimely, and Bernie Iversen took it over. The advantage there was they understood the business, they understood the value creation. They had enough stake in the game that we could quickly assess whether these things fit and, as importantly, do we think we could squeeze the value out of them and either decide to hit or hold very quickly. Under them, we put one or two analysts depending on where we were in the process. We retained two brokers that were a modest retainer, mostly paid on success. Small ones, one in California, because there’s a ton of workout in West, and one in UK. It turned into a functioning organization that frankly, I track like a sales force. How many contacts we making, how many letters we putting out, how many dinners are we doing, all that sort of thing. It became a much more professionally, analytically run kind of a process.

Now, the way by which we evaluated acquisitions really didn’t change a lot. Perhaps we got the templates a little more formal, but they conceptually didn’t change. Essentially, we were looking for the same thing: proprietary aerospace businesses with significant aftermarket where we could see a clear path to a private equity-like return. We looked at each business by itself as a standalone PE buy. As I say, no credit for some vague concept of strategic fit. You had to see a clear path to a more than 20% IRR on a five-year hold. We assumed that we’d buy and sell at the same multiple, in other words, no arbitrage or even arbitrage down little if we think we had over-buy. We typically assumed we were going to capitalize the business generally the same way as the parent was capitalized, roughly half debt, half equity.

[01:01:09] Will: So that 20%, Nick, was a levered IRR.

[01:01:13] Nick: A levered IRR. Now, we reset it each year, but it usually ended up somewhere around 50/50. So we would go through the business. First, we had to figure out, is it proprietary, is it aerospace, is it sole source, and is there significant aftermarket? Hopefully, we could figure the aerospace out, but sometimes the proprietary and aftermarket isn’t so clear, as you may suspect. Everyone says they’re proprietary and usually they’re not, so that takes a little sorting out, but we got pretty good at figuring that out. Sometimes, surprisingly, the aftermarket isn’t very clear. Many people just simply don’t track it. They lose track of it once they sell it, but we usually can get through that pretty quickly. We then divide a business into its ship set content.

[01:01:54] Will: What is ship set content?

[01:01:56] Nick: There are relatively few number of airplane designs in the world, so almost everything sold can be tracked back to some airplane design and there aren’t that many of them, either in production or out in the field being used. Often, particularly smaller companies don’t exactly know that, so sometimes you have to make some estimates on it. But once you can break things into a ship set component, I’ll say estimate or guesstimate it, you can make a pretty good guess at what the future’s going to look like. Now, you’ll be wrong when you miss an economic cycle, but you can pretty well guess the miles flown, which will drive the aftermarket, and the production rates, if it’s still in production that will drive that. So once we get that laid out, we can forecast the business with some reasonable predictability and that gives us a revenue and a EBITDA flow.

We assume there’s going to be no increase in the EBITDA margins, unless we do something and there’s only a few things we can really do. We can move the price, we can move the cost, or we can generate new business.

We usually give very little credit to new business, because it’s very hard to assess from the outside looking in. So it usually becomes can we price the product differently? Has the management fully recognized the value they provide? We go through account by account on that, at least as best we can in diligence period. The answer is usually we can get it up, down, or the same. If the answer is down, we’re probably not buying the company. Frankly, if the answer is the same, we’re probably not buying the company. There, we typically see people underestimate the strength of their franchise in the aftermarket over and over and over again. They also overestimate how much they have to give away that gets specified in upfront for the OEM. You’re not going be rich, but you don’t have to lose money doing that. So, we lay out our best guess at the pricing over the next four or five years by account or by segment.

We then go to the cost structure, and we say, again, we go through in a fair amount of detail, “Where do we think we can get the cost out?” Much of it is frequently in headcount. We can usually do something with the outside buys, but that’s sort of a slower change, but we go through department by department and we’ve done enough of these that we… You got 10 accountants, you probably only need seven and if you got 12 inside salespeople. We go through and lay that out and that gives you another cash stream.

So we take that to the EBITDA that we generated from the organic growth. We add it, gives us another EBITDA stream. We take off the debt, take off the capital expenditures, give us the cash flow, sort of reduces the debt as we go forward and we sell at the end of five years. Now, as a practical matter we don’t sell them. That’s the math we go through.

[01:04:30] Will: Again, exit multiple equals entry multiple.

[01:04:30] Nick: Or less if we think we got bid up a little.

[01:04:30] Will: So sometimes you model multiple contraction, but you still hold the hurdle rate target at 20%.

[01:04:30] Nick: That’s right. Usually, we don’t have to even get that tight to 20. Sometimes we do, but usually we don’t. The reason for that is I believe is that we have more conviction in our ability to expand the margin typically than, say, a PE bidder or many strategic bidders will.

[01:05:15] Will: Was it always 20%? Has that evolved at all over time as you guys have gotten bigger, just that general framework?

[01:05:22] Nick: We started it off at 20%. If something got too close to 20%, we got nervous. It was a practical reality. Most of them were probably 25, 26, 27, or we get nervous. Now, as things got bigger, they got closer to 20, frankly, in the models.

Post-Acquisition Expectations and Post-Mortem Process

[01:05:37] Will: And so, super roughly, Nick, let’s say you paid 10 times trailing EBITDA for a business and you do the work you just described, within 24 months, what would you hope the multiple was at, the purchase price you paid versus the run rate EBITDA, say, 24 months out super roughly? Do you guys have rules of thumb around that?

[01:05:59] Nick: Yeah. The way we look at them is five years, Will. Typically, you have to cut it in half to make the math work. In other words, 10 has to go to a five over the five years. Now, I would say we usually significantly exceed that. So we’re probably there in three years or something like that. We always run ahead of it and we purposely are doing that. We want to be a conservative in the models.

[01:06:23] Will: What’s the process of review post-acquisition? You do a systematic postmortem. How does that process work internally? Once you’ve made an acquisition, how do you track results to that plan?

[01:06:34] Nick: First, we typically have a team that’s on the diligence in the acquisition and they become very involved in the integration process. I mean, we have a detailed plan. We have a plan for price. We have a plan for cost takeout. We have a plan for organization change.

We are usually going to change the organizations to look like our organizations, which are going to be very clear and simple. They’ll be typically a president, head of sales and marketing, head of operation, head of finance, maybe engineering, unless we can get it into the sales and marketing, and then these product line structures. So we’ll do that almost immediately. It is unusual when most of the existing management survives. Typically, we are going to put our own person in either as president or the sales and marketing person, because the pricing and customer portion of it is going to be a significant value generation up front. If we have difficulty with the cost restructuring, we may replace the operating manager quickly, but usually we can get by that.

And then we track it each quarter. How are you doing? How are you doing against the price? How are you doing this segment? How’s the cost getting out? Most importantly, how are we doing against the margin expansion?

[01:07:43] Will: Against that base case plan.

[01:07:44] Nick: Against that base case. If we are not meeting that, we’re pretty, I would say, rough on why not? We believed we bought it conservatively. So if we’re not meeting it, that means either we’re not getting cooperation or we made a mistake. If we made a mistake, we’re going to figure out how do we make mistake and how are we going to fix it.

[01:08:04] Will: Am I right, Nick, that your loss ratio on acquisitions… You’ve made 52 acquisitions of more business units, I think, by ballpark in that zip code. Is it accurate that your loss ratio on those 52 is zero? Was there any capital impairment across any of those?

[01:08:21] Nick: No. I don’t think we have any where we didn’t get close to a PE return. Now, some of it hasn’t got there the way we hoped. It’s been a rougher road, but…

[01:08:30] Will: I just want to punctuate that. You looked more broadly at corporate America record on value creation with acquisition, depends on what study you look at, but somewhere between half and three quarters of all acquisitions destroy shareholder value.

[01:08:45] Nick: That has been my observation.

[01:08:47] Will: Kind of extraordinary.

[01:08:48] Nick: I would say, Will, the way we look at it, we bought more like 80. When we buy a holding company, we unpack the holding company. We say the holding company has no value. We just blow it away and say, we really bought five businesses.

[01:09:00] Will: Would that loss ratio apply to the 80 versus the 50?

[01:09:02] Nick: Same. Same.

[01:09:03] Will: Pretty remarkable.

[01:09:04] Nick: Well, we have had some where the road’s been rockier.

[01:09:07] Will: Yeah, of course.

[01:09:08] Nick: We didn’t plan to close it and move it in with something else or that sort of thing.

[01:09:12] Will: Two quick follow-ons. So inherited management teams, would you say that 90% of the time-ish you’re putting, as you said, someone from TransDigm in one of those two roles?

[01:09:26] Nick: Yes. If you define it as one of the key roles, I would say yes, unless we are closing the business. Sometimes we buy a business. Our plan is to close it, move it into another business. We’ve maybe done that 25 times. So you ought to exclude those from the calculation. If it’s going to be a standalone business, we almost never don’t put a TransDigm person in there somewhere.

Divesting Acquired Assets to Maintain Focus

[01:09:48] Will: One of the keys to your approach, as you said at the outset, is purity of focus on proprietary, sole source, aftermarket. As part of that, in a couple of cases, in a couple of the larger acquisitions, you’ve had to divest pretty meaningful percentages of the HoldCos that you bought to get down to the essence, the crown jewel assets.

[01:10:10] Nick: That’s right.

[01:10:11] Will: Can you just talk a little bit about that? I mean, you did that with both McKechnie and Esterline, so two of the larger ones.

[01:10:17] Nick: That’s right.

[01:10:17] Will: Just quickly, could you talk a little bit about how you thought about that, how you evolved that approach?

[01:10:22] Nick: Again, a key portion of our diligence is to figure out what’s proprietary, what has the significant aftermarket content. When we see some of it doesn’t, the question is, is there enough in there to be worth it?

Sometimes we’ve been lucky, but usually when we look at them, we’re going to lose on the trade. It’s going to sell as a proprietary business, but we’re going to unload some of them as non-proprietary. We basically just put that into the cash flow. We assume we’re going to buy it at 10 and sell it at seven. You could look at as an increase in purchase price. We just build it into the cash flow and then say it works. So essentially, you’re paying more for the businesses you want, so it has to work. You have to be able to improve them enough to carry that.

What we have tried not to do, and I wouldn’t say it’s perfect, but we’re pretty good at it, you can always play the game that in the public world, I’m getting value to the higher multiple. So if I stick a couple of stinkers in there, nobody will notice. That’s okay for a little while, until you start to put… If you do too much of it, the good stuff isn’t getting valued at the good multiple. Unless we have a very good reason, we’ve tried very hard not to do that.

Embedding Value-Generative Culture via Hiring and Training

[01:11:29] Will: Shifting topics quickly to culture, and it relates to your evolution from operations to a capital allocation focus, but I’m curious, how consciously did you embed the decentralized organizational structure and the related culture over time at TransDigm? How did you go about doing that? Because by the time you guys go public, those are very much in place as part of the thesis.

[01:11:57] Nick: I would say first and foremost, you have to hire people or bring people up that believe and can work in that culture. They get the value generation. They’re invested in it and believe enough that they can carry it. There, you have to be very diligent. If someone doesn’t get the value creation concept and how you make money and that you’re in this to create equity value, you got to either convert them fast or get them out quick because you can’t have somebody in a key position that doesn’t buy into it. I mean, it doesn’t mean they’re a bad person. It just means they aren’t going to fit in this culture. I would say if I made any mistakes earlier, it was I would stick with them too long. As a practical reality, it’s obvious pretty quick and you just got to get them out. I start with that.

The presidents of each portfolio company have to be a culture carrier. I would say the roles of our EVP, which again, six or eight businesses report to each one of them, they are primary culture carriers. If I had to say other than dealing with normal business problems that come up, they typically have an integration going on. A key part of their job is to just keep reinforcing this culture, sorting people out that don’t fit it.

We run a lot of training courses. We run them on just culture. We run them on autonomy. We run them on pricing. We run them on cost reduction. I would say we probably have three to five standard cultural value creation training pieces that we cycle a lot of people through every year. It’s hard work. You have to keep at it. It can slip out on you quick if you’re not careful.

[01:13:36] Will: If someone’s had those courses, do they take them again over some cycle?

[01:13:39] Nick: Yeah. Typically, it’s maybe six courses and we typically work them through, probably once through. And then we reinforce each quarter. We do these product line reviews. There’s typically an hour in the middle of that, where we pick something and reinforce it.

Quarterly Product Line Reviews

[01:13:54] Will: Explain that cycle of product reviews. How does that work? You got 50-ish business units. Is that right?

[01:13:59] Nick: Yep. They’re divided into three-ish, say, on average product lines, so that’s 150 product lines. My number might be a little more, a little less. We do product line reviews every quarter. We used to do them all in two days before the board meeting, then they got too big and we couldn’t do that. Now, we move them around the country a little bit. The two days before board meeting, we do them. We do another two days somewhere else, sometimes in Europe, sometimes on the West Coast. The presidents attend for whatever companies are doing that return, the product line manager, typically, the sales and marketing manager. We rotate other people through. Each product line gets up.

Product line manager has a fairly standard format. How’s he doing against his plan, the obvious stuff, booking, sales, profitability? How’s he doing against his cost goals? How’s he doing against his price by market segment? What are the things going on in his industry? What’s his new product development? They’re about 15 or 20 minutes long and they’re fairly intense. It keeps everybody up to date on the business. Pretty quickly can start to assess what product line managers are upwardly mobile and frankly who’s hiring good people and who’s not. It’s a reasonable time commitment, but I think it’s probably the best integrative mechanism we have in the company.

[01:15:17] Will: Who’s in the room, Nick, for those reviews?

[01:15:20] Nick: For many years, we were smaller, it was me and all of them. It’s always the EVP. It’s always the presidents. So let’s say we have four sessions per quarter maybe, two days in Cleveland, two days somewhere else. So if there’s 50 companies, that’s 12 businesses in each one. So there’s 12 presidents, 36 product line managers, 12 sales and marketing managers and we probably rotate the other people. The operating guy, the controller, the others, they rotate through them. More often, the COO is always there. As we get bigger, he frankly just… He and Kevin, the CEO, they can’t be at all of them. They have to stagger them some, but typically the CFO is there. They’re pretty intense.

[01:16:01] Will: Like this Reagan era idea on arms control. In a decentralized organization, trust and verify.

[01:16:06] Nick: Exactly. We’re pretty rough on sloppy thinking. I mean, the fact that things go bad, okay, everybody knows that. Things go bad sometimes, but there’s no excuse to have sloppy numbers, incomplete things. You can’t explain something. We’re pretty tough on that. With the logic, if we’re taking our time to sit here for 20 minutes, we expect you to be prepared.

[01:16:27] Will: I’ve been struck by the power of the simple messaging and related philosophy you guys have put in place, specifically the 3Ps approach. I’m curious about the journey to that simplicity. So across the years, how long did it take the 3Ps to emerge?

[01:16:45] Nick: Not very long. I can state the issue probably more clearly now than I could before, but I would say within probably two years of owning TransDigm, that was starting to become the mantra. We got more elaborate. We got better at training. We developed more training materials. Our pitch got better, but I would say it was the fundamental story within a couple of years, by 1995.

[01:17:09] Will: So, Rob Small has characterized the culture of TransDigm as GSD, get shit done.

[01:17:15] Nick: Right. As I always say, you can pretty quickly tell whether someone’s going to buy into this. One of the things that I always use with this is smooth, we don’t have a lot of time for. The line in my business experience between smooth and duplicitous is very, very thin. It’s very nuts and bolts. You’re going to get your profit margin up. You’re going to sell more stuff. You’re going to get the price up, the cost down, and develop new products. I don’t know what else you’d be working on.

[01:17:47] Will: Right. And so, it’s those reviews are clearly a time to help embed that.

[01:17:52] Nick: That’s right. If you looked at the standard slides they have, again, there’s the income statement and there’s the bookings by segment and the shipments by market segment. There’s always one on pricing and we typically divide the pricing. It’s always… If a business is unique, they might have an extra bar, but it’s always a graph that shows commercial OEM against plan, defense OEM against plan, commercial aftermarket, defense aftermarket, other. Oh, excuse me. They probably break out business jet too. And they say the plan in the aftermarket maybe was to get 6% and we’ve gotten 5.8 or 6.3. OEM, the plan might be 1.5% because you’re locked into contracts and that’s okay, as long as we know that you’re getting it and everyone goes through and explains it every quarter.

Now, it has a therapeutic effect that if we’re doing a lot of these. So if you are servicing the same market as somebody else is, and they’re consistently getting 4.5% increase, you have similar product and you’re getting three. Why? This is the benefit of the ownership culture. If someone is consistently underperforming, the system starts to reject them. “Hold it, this is my company too. We’re partners. What’s happening here?” So it isn’t just Kevin or Jorge or the EVP. The rest of the place is starting to, “What’s going on here? We’re all partners here.” So that’s the price.

On the cost, they all have projects and you have some target for productivity that was established in the plan. It’s X out of these materials and Y out of this, and they run through them. We’re going to get 11 people out and we got nine, or we’re going to get so much out of the aluminum and we got this. You run through them with explanation, same thing. It’s clarifying to have to face your issue once a quarter.” Same thing with new business. “Here’s the programs. Here’s what I thought they would get. Here’s where they’re going good, bad, then different.” On productivity and new business, we tend to use a rule. There’s no great magic to it other than it’s worked. We need twice as many prospects as you’re sure you’re going to close on your list when we go into the year, and same thing on cost takeouts. We got to get a hundred out, we need at least 200 things you’re pretty sure of.

[01:19:59] Will: Product line size varies from what to what super roughly?

[01:20:03] Nick: I would say it varies from 20 to 70.

[01:20:07] Will: That’s clearly a super powerful culture enforcer.

[01:20:11] Nick: It gets it very finite. In other words, it’s not big grand statements. You’re dealing with it with very finite slices. My partner, Doug Peacock, used to say, “If you want to confuse, you conglomerate. If you want to illuminate, desegregate things.”

[01:20:28] Will: Yeah. The best disinfectant is sunlight.

[01:20:30] Nick: Yeah. Right.

Recap of Private Investment Returns and Snapshot pre-IPO

[01:20:31] Will: As we wrap up the private phase ahead of TransDigm’s IPO in 2006, I just want to poke our heads up for a minute and check in on returns. In doing that, I think it’s useful to highlight the distinction between primary and secondary capital and relatedly returns. So, primary capital is our focus in this podcast and that’s the returns to the original equity investment. So in TransDigm’s case, that’s the original $25 million of equity invested by Kelso in 1993. The reality is the company has never required any additional primary equity. It’s been able to finance all of its growth over the last 28-plus years now with internally generated cash flow and related debt capacity. The returns there are pretty spectacular and we’ll discuss those in a minute here. 

There’s another level of return, however, which is also relevant, which is the returns to the individual private equity buyers. So for the latter two buyers, the lion’s share of the capital was being used to purchase ownership from prior owners and relied heavily on leverage. So the returns don’t perfectly foot between primary and secondary equity, but just to tick through those… And by the way, no matter how you look at the returns here, they’re like Baby Ruth’s statistics from the 1920s. They’re just unbelievable. So the returns to Kelso’s original $25 million of equity in 1993 were 14 times MOIC with a 58% IRR over roughly a 10-year holding period. They pulled the bulk of their capital out in the sale to Odyssey in 1998, but as you mentioned earlier, Nick, left a slug in there through 2003. Odyssey’s returns were exactly 5X with an IRR of 42% over a four and a half year holding period. And Warburg’s returns up to the IPO were 3X and a 35% IRR, which includes TransDigm’s first dividend recap in 2005. So again, pretty fantastic. 

And then if you go back to the primary returns… So again, that’s the returns to that original Kelso equity check, if held all the way through to the IPO, that’s a 47 times multiple of invested capital and a 37% IRR. So I think it’s fair to say that the private phase was pretty great for all the owners and, not coincidentally, the management team. 

With that, let’s take a quick snapshot of what the company looked like at IPO. So the enterprise value was $1.8 billion, which was a tick higher than 10 times $170 million of trailing EBITDA. Leverage at the IPO was four and a half times enterprise value-to-EBITDA. So the company had actually gone through some deleveraging in the last phase of private equity ownership to get its balance sheet into a relatively unlevered position ahead of the IPO. Corporate headquarters was around 18 people at the time, managing a total of about 1,400 employees. So the ratio there, just to highlight the point about decentralization, was about 80 employees for every person at corporate, and I believe the corporate headquarters was still cohabitating at the original manufacturing facility.

[01:23:44] Nick: With our AeroControlex office, which was separated by this time from their manufacturing.

[01:23:49] Will: Okay. So not in the manufacturing’s facility, but still cohabitating with one of the operating units. Nick, I think this is actually a great place to stop before we jump into the public chapter. So, thanks very much for your time.