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8-K - FORM 8-K - Compass Group Diversified Holdings LLC | w83976e8vk.htm |
Exhibit 99.1
Compass Diversified Holdings
|
Investor Relations and Media Contacts: | |
James J. Bottiglieri
|
The IGB Group | |
Chief Financial Officer
|
Leon Berman / Michael Cimini | |
203.221.1703
|
212.477.8438 / 212.477.8261 | |
jbottiglieri@compassdiversifiedholdings.com
|
lberman@igbir.com / mcimini@igbir.com |
Compass Diversified Holdings Reports Second Quarter 2011 Financial Results
Generates Cash Flow Available for Distribution and Reinvestment of $18.4 Million
Westport, Conn., August 9, 2011 Compass Diversified Holdings (NYSE: CODI) (CODI or the
Company), an owner of leading middle market businesses, announced today its consolidated
operating results for the three and six months ended June 30, 2011.
Second Quarter 2011 Highlights
| Generated Cash Flow Available for Distribution and Reinvestment (CAD or Cash Flow) of $18.4 million for the second quarter of 2011; | ||
| Reported net income of $8.3 million for the second quarter of 2011; and | ||
| Paid a second quarter 2011 cash distribution of $0.36 per share in July 2011, bringing cumulative distributions paid to $6.7152 per share since CODIs IPO in May of 2006. |
CODI reported Cash Flow (see note regarding use of Non-GAAP Financial Measures below) of $18.4
million for the quarter ended June 30, 2011, as compared to $14.8 million for the comparable
quarter of the prior year. CODIs weighted average number of shares outstanding for the quarter
ended June 30, 2011 and June 30, 2010 was approximately 46.7 million and 41.0 million,
respectively.
The improvement in Cash Flow for the second quarter 2011 as compared to the year-earlier period was
largely due to the inclusion of results from ERGObaby, a new CODI platform business acquired on
September 16, 2010 and from higher revenue levels at a number of our subsidiaries.
CODIs Cash Flow is calculated after taking into account all interest expense, cash taxes paid and
maintenance capital expenditures, and includes the operating results of each subsidiary for the
periods during which CODI owned them. However, Cash Flow excludes the gains from sales of
businesses, which have totaled over $109 million since 2007.
Net income for the quarter ended June 30, 2011 was $8.3 million, as compared to a net loss of $0.7
million for the quarter ended June 30, 2010. During the quarter ended June 30, 2011, CODI recorded
higher operating income as well as lower income tax expense due to the timing of an effective rate
adjustment for Staffmark that was recorded in the year-earlier period.
As of June 30, 2011, CODI had $9.2 million in cash and cash equivalents on hand, $73.0 million
outstanding on its term loan facility and $15.0 million outstanding under its $340 million
revolving credit facility. The Company has no significant debt maturities until late 2012 and had
borrowing availability of approximately $234 million at June 30, 2011 under its revolving credit
facility.
On July 6, 2011, CODIs Board of Directors declared a second quarter distribution of $0.36 per
share. The distribution was paid on July 28, 2011 to all holders of record as of July 21, 2011.
Commenting on the quarter, Alan Offenberg, CEO of Compass Diversified Holdings, said, During the
second quarter, we posted strong financial results, with an increase in Cash Flow of 24.3% compared
to the year-earlier period. Our companies continue to focus on gaining market share in their
respective industries, capitalizing on their relative operating and financial strength. In
particular, we are pleased with the progress that our management team is making at our newest
company, ERGOBaby, which is reflected both quantitatively in the subsidiarys strong operating
results and qualitatively through the companys product development and distribution channel
expansion efforts. For the second quarter, we paid a distribution of $0.36 per share, and have now
paid out $6.72 to our shareholders since our 2006 IPO. With a flexible balance sheet, we remain
well positioned to provide attractive distributions to our owners and to capitalize on accretive
acquisition opportunities.
Conference Call
Management will host a conference call today at 9:00 a.m. ET to discuss the latest corporate
developments and financial results. The dial-in number for callers in the U.S. is (877) 638-4558
and the dial-in number for international callers is (914) 495-8537. The access code for all callers
is 86124922. A live webcast will also be available on the Companys website at
www.compassdiversifiedholdings.com.
A replay of the call will be available through August 16, 2011. To access the replay, please dial
(855) 859-2056 in the U.S. and (404) 537-3406 outside the U.S., and then enter the access code
86124922.
Note Regarding Use of Non-GAAP Financial Measures
CAD, or Cash Flow, is a non-GAAP measure used by the Company to assess its performance, as well as
its ability to sustain and increase quarterly distributions. A number of CODIs businesses have
seasonal earnings patterns, with the first quarter typically being the slowest of the year.
Accordingly, the Company believes that the most appropriate measure of its performance is over a
trailing or expected 12-month period. We have reconciled CAD, or Cash Flow, to Net Income and Cash
Flow Provided by Operating Activities on the Attached Schedules. We consider Net Income
and Cash Flow Provided by Operating Activities to be the most directly comparable GAAP financial
measures to CAD, or Cash Flow.
About Compass Diversified Holdings (CODI)
Compass Diversified Holdings (CODI) owns and manages a diverse family of established North
American middle market businesses. Each of its eight subsidiaries is a leader in their niche
market.
CODI maintains controlling ownership interests in each of its subsidiaries in order to maximize its
ability to impact long term cash flow generation and value. The Company provides both debt and
equity capital for its subsidiaries, contributing to their financial and operating flexibility.
CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the
Company and to make cash distributions to its owners.
Our subsidiaries are engaged in the following lines of business:
| The manufacture of quick-turn, prototype and production rigid printed circuit boards (Advanced Circuits, www.advancedcircuits.com); | ||
| The design and manufacture of promotionally priced upholstered furniture (American Furniture Manufacturing, www.americanfurn.net); | ||
| The design and manufacture of medical therapeutic support surfaces and other wound treatment devices (Anodyne Medical Device, also doing business and known as Tridien Medical, www.anodynemedicaldevice.com); | ||
| The design and marketing of wearable baby carriers and related products (ERGObaby, www.ergobabycarriers.com); | ||
| The design, manufacture and marketing of premium suspension products for mountain bikes and powered off-road vehicles (Fox Racing Shox, www.foxracingshox.com); | ||
| The design, sourcing and fulfillment of logo based promotional products (HALO Branded Solutions, www.halo.com); | ||
| The design and manufacture of premium home and gun safes (Liberty Safe, www.libertysafe.com); and | ||
| The provision of temporary staffing services, operating approximately 300 locations in 29 states (Staffmark, www.staffmark.com). |
To find out more about Compass Diversified Holdings, please visit
www.compassdiversifiedholdings.com.
This press release may contain certain forward-looking statements, including statements with regard
to the future performance of the Company. Words such as believes, expects, projects, and
future or similar expressions, are intended to identify forward-looking statements. These
forward-
looking statements are subject to the inherent uncertainties in predicting future results and
conditions. Certain factors could cause actual results to differ materially from those projected in
these forward-looking statements, and some of these factors are enumerated in the risk factor
discussion in the Form 10-K filed by CODI with the Securities and Exchange Commission for the year
ended December 31, 2010 and other filings with the Securities and Exchange Commission. CODI
undertakes no obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Compass Diversified Holdings
Condensed Consolidated Balance Sheets
Condensed Consolidated Balance Sheets
June 30, | December 31, | |||||||
(in thousands) | 2011 | 2010 | ||||||
(unaudited) | ||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 9,241 | $ | 13,536 | ||||
Accounts receivable, less allowance of $4,679 and $5,481 |
208,151 | 208,487 | ||||||
Inventories |
88,235 | 77,412 | ||||||
Prepaid expenses and other current assets |
28,840 | 33,904 | ||||||
Total current assets |
334,467 | 333,339 | ||||||
Property, plant and equipment, net |
39,633 | 33,484 | ||||||
Goodwill |
319,766 | 325,851 | ||||||
Intangible assets, net |
252,487 | 269,672 | ||||||
Deferred debt issuance costs, net |
3,412 | 3,822 | ||||||
Other non-current assets |
26,603 | 17,873 | ||||||
Total assets |
$ | 976,368 | $ | 984,041 | ||||
Liabilities and stockholders equity |
||||||||
Current liabilities: |
||||||||
Accounts payable and accrued expenses |
$ | 150,845 | $ | 127,499 | ||||
Due to related party |
3,500 | 2,692 | ||||||
Current portion of supplemental put
obligation |
6,891 | | ||||||
Current portion, long-term debt |
2,000 | 2,000 | ||||||
Current portion of workers compensation
liability |
18,366 | 18,170 | ||||||
Other current liabilities |
869 | 1,043 | ||||||
Total current liabilities |
182,471 | 151,404 | ||||||
Long-term debt |
86,000 | 94,000 | ||||||
Supplemental put obligation |
42,602 | 44,598 | ||||||
Deferred income taxes |
75,178 | 74,457 | ||||||
Workers compensation liability |
41,457 | 40,588 | ||||||
Other non-current liabilities |
1,214 | 3,084 | ||||||
Total liabilities |
428,922 | 408,131 | ||||||
Stockholders equity |
||||||||
Trust shares, no par value, 500,000 authorized; 46,725 shares issued and
outstanding at 6/30/11 and 12/31/10 |
638,759 | 638,763 | ||||||
Accumulated other comprehensive loss |
| (143 | ) | |||||
Accumulated deficit |
(183,854 | ) | (150,550 | ) | ||||
Total stockholders equity
attributable to Holdings |
454,905 | 488,070 | ||||||
Noncontrolling interests |
92,541 | 87,840 | ||||||
Total stockholders equity |
547,446 | 575,910 | ||||||
Total liabilities and stockholders equity |
$ | 976,368 | $ | 984,041 | ||||
Compass Diversified Holdings
Condensed Consolidated Statements of Operations
(unaudited)
Condensed Consolidated Statements of Operations
(unaudited)
Three Months | Three Months | Six Months | Six Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
(in thousands, except per share data) | June 30, 2011 | June 30, 2010 | June 30, 2011 | June 30, 2010 | ||||||||||||
Net sales |
$ | 428,084 | $ | 404,322 | $ | 852,209 | $ | 757,941 | ||||||||
Cost of sales |
333,819 | 318,630 | 668,356 | 601,223 | ||||||||||||
Gross profit |
94,265 | 85,692 | 183,853 | 156,718 | ||||||||||||
Operating expenses: |
||||||||||||||||
Staffing expense |
21,605 | 20,300 | 43,720 | 39,907 | ||||||||||||
Selling, general and administrative expense |
44,767 | 42,555 | 91,164 | 84,936 | ||||||||||||
Supplemental put expense |
1,667 | 2,565 | 4,895 | 16,991 | ||||||||||||
Management fees |
3,935 | 3,709 | 7,778 | 7,373 | ||||||||||||
Amortization expense |
7,689 | 7,477 | 15,391 | 13,600 | ||||||||||||
Impairment expense |
| | 7,700 | | ||||||||||||
Operating income (loss) |
14,602 | 9,086 | 13,205 | (6,089 | ) | |||||||||||
Other income (expense): |
||||||||||||||||
Interest income |
| 2 | 2 | 17 | ||||||||||||
Interest expense |
(2,340 | ) | (2,860 | ) | (4,879 | ) | (5,561 | ) | ||||||||
Amortization of debt issuance costs |
(542 | ) | (418 | ) | (1,001 | ) | (836 | ) | ||||||||
Other income, net |
345 | 211 | 591 | 391 | ||||||||||||
Income (loss) before income taxes |
12,065 | 6,021 | 7,918 | (12,078 | ) | |||||||||||
Income tax expense |
3,799 | 6,764 | 6,219 | 3,952 | ||||||||||||
Net income (loss) |
8,266 | (743 | ) | 1,699 | (16,030 | ) | ||||||||||
Net income attributable to noncontrolling interest |
1,888 | 717 | 2,295 | 1,399 | ||||||||||||
Net income (loss) attributable to Holdings |
$ | 6,378 | $ | (1,460 | ) | $ | (596 | ) | $ | (17,429 | ) | |||||
Basic and fully diluted net income (loss) per share |
$ | 0.14 | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.45 | ) | |||||
Weighted average number of shares outstanding
basic and fully diluted |
46,725 | 40,998 | 46,725 | 38,824 | ||||||||||||
Cash distributions declared per share |
$ | 0.36 | $ | 0.34 | $ | 0.72 | $ | 0.68 | ||||||||
Compass Diversified Holdings
Condensed Consolidated Statements of Cash Flows
(unaudited)
Condensed Consolidated Statements of Cash Flows
(unaudited)
Six Months | Six Months | |||||||
Ended | Ended | |||||||
(in thousands) | June 30, 2011 | June 30, 2010 | ||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | 1,699 | $ | (16,030 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||
Depreciation and amortization expense |
21,801 | 18,566 | ||||||
Impairment expense |
7,700 | | ||||||
Supplemental put expense |
4,895 | 16,991 | ||||||
Noncontrolling interests and noncontrolling stockholders charges |
1,215 | 7,441 | ||||||
Deferred taxes |
(1,926 | ) | (2,062 | ) | ||||
Other |
87 | (160 | ) | |||||
Changes in operating assets and liabilities, net of acquisition: |
||||||||
Decrease (increase) in accounts receivable |
1,627 | (18,184 | ) | |||||
Increase in inventories |
(11,282 | ) | (19,307 | ) | ||||
Increase in prepaid expenses and other current assets |
(3,305 | ) | (3,812 | ) | ||||
Increase in accounts payable and accrued expenses |
25,973 | 24,126 | ||||||
Net cash provided by operating activities |
48,484 | 7,569 | ||||||
Cash flows from investing activities: |
||||||||
Acquisition of businesses, net of cash acquired |
| (83,721 | ) | |||||
Purchases of property and equipment |
(11,367 | ) | (2,218 | ) | ||||
Other |
150 | 37 | ||||||
Net cash used in investing activities |
(11,217 | ) | (85,902 | ) | ||||
Cash flows from financing activities: |
||||||||
Proceeds from issuance of Trust shares, net |
| 75,029 | ||||||
Net borrowing (repayment) of debt |
(8,000 | ) | 11,700 | |||||
Debt issuance costs |
(593 | ) | (155 | ) | ||||
Distributions paid |
(32,708 | ) | (26,690 | ) | ||||
Net proceeds related to noncontrolling interest |
| 2,085 | ||||||
Other |
(261 | ) | (19 | ) | ||||
Net cash provided by (used in) financing activities |
(41,562 | ) | 61,950 | |||||
Net decrease in cash and cash equivalents |
(4,295 | ) | (16,383 | ) | ||||
Cash and cash equivalents beginning of period |
13,536 | 31,495 | ||||||
Cash and cash equivalents end of period |
$ | 9,241 | $ | 15,112 | ||||
Compass Diversified Holdings
Condensed Consolidated Table of Cash Flows Available for Distribution and Reinvestment (CAD)
(unaudited)
Condensed Consolidated Table of Cash Flows Available for Distribution and Reinvestment (CAD)
(unaudited)
Three Months Ended | Three Months ended | Six Months Ended | Six Months Ended | |||||||||||||
(in thousands) | June 30, 2011 | June 30, 2010 | June 30, 2011 | June 30, 2010 | ||||||||||||
Net income (loss) |
$ | 8,266 | $ | (743 | ) | $ | 1,699 | $ | (16,030 | ) | ||||||
Adjustment to reconcile net income (loss) to
cash provided by
(used in) operating activities: |
||||||||||||||||
Depreciation and amortization |
10,486 | 9,725 | 20,800 | 17,730 | ||||||||||||
Impairment expense |
| | 7,700 | | ||||||||||||
Amortization of debt issuance costs |
542 | 418 | 1,001 | 836 | ||||||||||||
Supplemental put expense |
1,667 | 2,565 | 4,895 | 16,991 | ||||||||||||
Noncontrolling interests and noncontrolling stockholders charges |
363 | 3,071 | 1,215 | 7,441 | ||||||||||||
Other |
(205 | ) | 50 | 87 | (160 | ) | ||||||||||
Deferred taxes |
(933 | ) | 59 | (1,926 | ) | (2,062 | ) | |||||||||
Changes in operating assets and liabilities |
(11,460 | ) | (23,955 | ) | 13,013 | (17,177 | ) | |||||||||
Net cash provided by (used in) operating activities |
8,726 | (8,810 | ) | 48,484 | 7,569 | |||||||||||
Plus: |
||||||||||||||||
Unused fee on revolving credit facility (1) |
766 | 787 | 1,542 | 1,629 | ||||||||||||
Successful acquisition expense (2) |
350 | 135 | 850 | 1,924 | ||||||||||||
Changes in operating assets and liabilities |
11,460 | 23,955 | | 17,177 | ||||||||||||
Less: |
||||||||||||||||
Maintenance capital expenditures (3) |
2,857 | 1,231 | 5,124 | 2,181 | ||||||||||||
Changes in operating assets and liabilities |
| | 13,013 | | ||||||||||||
Estimated cash flow available for distribution and
reinvestment |
$ | 18,445 | $ | 14,836 | $ | 32,739 | $ | 26,118 | ||||||||
Distribution paid in March 2011 and April 2010 |
$ | 16,821 | $ | 14,238 | ||||||||||||
Distribution paid in July 2011/2010 |
$ | 16,821 | $ | 14,238 | 16,821 | 14,238 | ||||||||||
$ | 16,821 | $ | 14,238 | $ | 33,642 | $ | 28,476 | |||||||||
(1) | Represents the commitment fee on the unused portion of the Revolving Credit Facility. | |
(2) | Represents transaction costs for successful acquisitions that were expensed during the period. | |
(3) | Excludes growth capital expenditures of approximately $4.0 million for the three months ended June 30, 2011 and $6.2 million for the six months ended June 30, 2011. |
Compass Diversified Holdings
Condensed Segment Profit (Loss) (1)
(unaudited)
Condensed Segment Profit (Loss) (1)
(unaudited)
Three Months | Three Months | Six Months | Six Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
(in thousands) | June 30, 2011 | June 30, 2010 | June 30, 2011 | June 30, 2010 | ||||||||||||
Advanced Circuits |
$ | 6,805 | $ | 6,258 | $ | 13,887 | $ | 7,202 | ||||||||
American Furniture (2) |
(1,597 | ) | 1,185 | (9,595 | ) | 3,898 | ||||||||||
ERGObaby |
2,201 | | 4,585 | | ||||||||||||
Fox |
4,602 | 3,014 | 9,626 | 5,876 | ||||||||||||
Halo |
2,881 | 238 | 2,430 | (537 | ) | |||||||||||
Liberty Safe |
1,017 | (169 | ) | 1,913 | (1,619 | ) | ||||||||||
Staffmark |
5,037 | 6,243 | 4,701 | 5,411 | ||||||||||||
Tridien |
1,099 | 3,402 | 2,342 | 5,636 | ||||||||||||
Total |
22,045 | 20,171 | 29,889 | 25,867 | ||||||||||||
Reconciliation of segment profit to consolidated
income (loss) before income taxes: |
||||||||||||||||
Interest expense, net |
(2,340 | ) | (2,858 | ) | (4,877 | ) | (5,544 | ) | ||||||||
Other income |
345 | 211 | 591 | 391 | ||||||||||||
Corporate and other (3) |
(7,985 | ) | (11,503 | ) | (17,685 | ) | (32,792 | ) | ||||||||
Consolidated income (loss) before income taxes |
$ | 12,065 | $ | 6,021 | $ | 7,918 | $ | (12,078 | ) | |||||||
(1) | Segment profit (loss) represents operating income (loss). | |
(2) | Includes $7.7 million of goodwill and intangible asset impairment charges for the six months ended June 30, 2011. | |
(3) | Includes fair value adjustments related to the supplemental put liability and the call option of a noncontrolling shareholder. |