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8-K - FORM 8-K - Compass Group Diversified Holdings LLCw82728e8vk.htm
Exhibit 99.1
(GRAPHIC)
     
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 First Quarter 2011 Financial Results
Generates Cash Flow Available for Distribution and Reinvestment of $14.3 Million
Westport, Conn., May 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 months ended March 31, 2011.
First Quarter 2011 Highlights
    Generated Cash Flow Available for Distribution and Reinvestment (“CAD” or “Cash Flow”) of $14.3 million for the first quarter of 2011;
 
    Reported a net loss of $6.6 million for the first quarter of 2011, which includes a $7.7 million non-cash impairment charge and a $3.2 million non-cash supplemental put accrual expense;
 
    Paid a first quarter 2011 cash distribution of $0.36 per share in April 2011, an approximate 6% increase from the previous quarterly distribution, bringing cumulative distributions paid to $6.3552 per share since CODI’s IPO in May of 2006.
CODI reported Cash Flow (see note regarding use of Non-GAAP Financial Measures below) of $14.3 million for the quarter ended March 31, 2011, as compared to $11.3 million for the comparable quarter of the prior year. CODI’s weighted average number of shares outstanding for the quarter ended March 31, 2011 and March 31, 2010 was approximately 46.7 million and 36.6 million, respectively.
The improvement in Cash Flow for the first quarter 2011 as compared to the year-earlier period was due to higher revenue levels at a number of our businesses, which also resulted in greater operating leverage. In addition, the first quarter of 2011 was positively impacted by the inclusion of results from Circuit Express for the full period, which was acquired by our subsidiary, Advanced Circuits, on March 11, 2010, as well as the inclusion of results from Liberty Safe and ERGObaby, two new CODI platform businesses acquired on March 31, 2010 and September 16, 2010, respectively.

 


 

CODI’s 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.
The net loss for the quarter ended March 31, 2011 was $6.6 million, as compared to a net loss of $15.3 million for the quarter ended March 31, 2010. During the quarter ended March 31, 2011, CODI recorded a $7.7 million non-cash impairment charge related to its ownership of American Furniture Manufacturing, which reflects a decline in the estimated current fair market value for this subsidiary due to the continued soft retail environment in the promotional furniture market. CODI also recorded a $3.2 million non-cash supplemental put accrual expense during the quarter ended March 31, 2011, based on the periodic review of current cash flow generation levels of its subsidiaries, as well as anticipated market multiples for those businesses in the event they were to be sold in the current environment. During the first quarter of 2010, the Company recorded a non-cash supplemental put accrual expense of $14.4 million.
As of March 31, 2011, CODI had $17.1 million in cash and cash equivalents on hand, $73.5 million outstanding on its term loan facility and $7.0 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 $253 million at March 31, 2011 under its revolving credit facility.
On March 8, 2011, CODI’s Board of Directors declared a first quarter distribution of $0.36 per share. The distribution was paid on April 12, 2011 to all holders of record as of March 29, 2011.
Commenting on the quarter, Alan Offenberg, CEO of Compass Diversified Holdings, said, “We are pleased to report strong operating results for the first quarter of 2011, which exceeded management’s expectations. During the quarter, CAD increased 26.7% to $14.3 million as we continue to expand the relative market share across our diverse family of niche businesses and generate significant operating leverage. We also benefitted from our accretive acquisitions in 2010. Based on our strong results combined with our future prospects, we paid a first quarter distribution of $0.36 per share, representing an increase of approximately 6% from our previous quarterly payout and the fourth distribution increase since CODI’s IPO. As we maintain our focus on providing shareholders with attractive cash distributions, we intend to utilize our balance sheet strength to consummate favorable platform and add-on acquisitions while reinvesting in our current subsidiaries to maximize their long-term intrinsic value.”
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) 874-1563 and the dial-in number for international callers is (719) 325-4814. The access code for all callers is 2083227. A live webcast will also be available on the Company’s website at www.compassdiversifiedholdings.com.
A replay of the call will be available through May 15, 2011. To access the replay, please dial (888) 203-1112 in the U.S. and (719) 457-0820 outside the U.S., and then enter the access code 2083227.

 


 

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 CODI’s 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 Lee Wayne, www.haloleewayne.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
                 
    March 31,     December 31,  
    2011     2010  
(in thousands)   (unaudited)          
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 17,120     $ 13,536  
Accounts receivable, less allowance of $4,554 and $5,481
    204,237       208,487  
Inventories
    77,831       77,412  
Prepaid expenses and other current assets
    29,343       33,904  
 
           
 
Total current assets
    328,531       333,339  
 
Property, plant and equipment, net
    35,407       33,484  
Goodwill
    319,766       325,851  
Intangible assets, net
    260,099       269,672  
Deferred debt issuance costs, net
    3,389       3,822  
Other non-current assets
    23,861       17,873  
 
           
Total assets
  $ 971,053     $ 984,041  
 
           
 
               
Liabilities and stockholders’ equity
               
Current liabilities:
               
Accounts payable and accrued expenses
  $ 148,611     $ 127,499  
Accrued distribution payable
    16,821        
Due to related party
    3,380       2,692  
Current portion of long-term debt
    2,000       2,000  
Current portion of supplemental put obligation
    6,300        
Current portion of workers’ compensation liability
    17,943       18,170  
Other liabilities
    689       1,043  
 
           
 
               
Total current liabilities
    195,744       151,404  
 
               
Long-term debt
    78,500       94,000  
Supplemental put obligation
    41,526       44,598  
Deferred income taxes
    73,606       74,457  
Workers’ compensation liability
    40,902       40,588  
Other non-current liabilities
    2,534       3,084  
 
           
 
               
Total liabilities
    432,812       408,131  
 
               
Stockholders’ equity
               
Trust shares, no par value, 500,000 authorized; 46,725 shares issued and outstanding at 3/31/11 and 12/31/10
    638,759       638,763  
Accumulated other comprehensive loss
          (143 )
Accumulated deficit
    (190,232 )     (150,550 )
 
           
Total stockholders’ equity attributable to Holdings
    448,527       488,070  
Noncontrolling interests
    89,714       87,840  
 
           
Total stockholders’ equity
    538,241       575,910  
 
           
Total liabilities and stockholders’ equity
  $ 971,053     $ 984,041  
 
           

 


 

Compass Diversified Holdings
Condensed Consolidated Statements of Operations
(unaudited)
                 
    Three Months     Three Months  
    Ended     Ended  
(in thousands, except per share data)   March 31, 2011     March 31, 2010  
Net sales
  $ 424,125     $ 353,619  
Cost of sales
    334,537       282,593  
 
           
Gross profit
    89,588       71,026  
Operating expenses:
               
Staffing expense
    22,115       19,607  
Selling, general and administrative expense
    46,397       42,381  
Supplemental put expense
    3,228       14,426  
Management fees
    3,843       3,664  
Amortization expense
    7,702       6,123  
Impairment expense
    7,700        
 
           
Operating loss
    (1,397 )     (15,175 )
 
               
Other income (expense):
               
Interest income
    2       15  
Interest expense
    (2,539 )     (2,701 )
Amortization of debt issuance costs
    (459 )     (418 )
Other income (expense), net
    246       180  
 
           
 
               
Loss before income taxes
    (4,147 )     (18,099 )
Income tax expense (benefit)
    2,420       (2,812 )
 
           
Net loss
    (6,567 )     (15,287 )
Net income attributable to noncontrolling interest
    407       682  
 
           
Net loss attributable to Holdings
  $ (6,974 )   $ (15,969 )
 
           
 
               
Basic and fully diluted loss per share
  $ (0.15 )   $ (0.44 )
 
           
 
               
Weighted average number of shares outstanding – basic and fully diluted
    46,725       36,625  
 
           
 
               
Cash distributions declared per share
  $ 0.36     $ 0.34  
 
           

 


 

Compass Diversified Holdings
Condensed Consolidated Statements of Cash Flows
(unaudited)
                 
    Three Months     Three Months  
    Ended     Ended  
(in thousands)   March 31, 2011     March 31, 2010  
Cash flows from operating activities:
               
Net loss
  $ (6,567 )   $ (15,287 )
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Depreciation and amortization expense
    10,773       8,423  
Impairment expense
    7,700        
Supplemental put expense
    3,228       14,426  
Noncontrolling stockholder notes and other
    852       4,370  
Deferred taxes
    (993 )     (2,121 )
Other
    292       (210 )
 
               
Changes in operating assets and liabilities, net of acquisition:
               
Decrease in accounts receivable
    5,041       310  
Increase in inventories
    (654 )     (49 )
Increase in prepaid expenses and other current assets
    (3,302 )     (724 )
Increase in accounts payable and accrued expenses
    23,388       7,241  
 
           
Net cash provided by operating activities
    39,758       16,379  
 
           
 
               
Cash flows from investing activities:
               
Acquisition of businesses, net of cash acquired
          (83,708 )
Purchases of property and equipment
    (4,565 )     (964 )
Other investing activities
    62       14  
 
           
Net cash used in investing activities
    (4,503 )     (84,658 )
 
           
 
               
Cash flows from financing activities:
               
Net borrowing (repayment) of debt
    (15,500 )     69,500  
Proceeds form noncontrolling equity issuances
          2,085  
Debt issuance costs
          (155 )
Other
    (284 )     (50 )
Distributions paid
    (15,887 )     (12,452 )
 
           
Net cash provided by (used in) financing activities
    (31,671 )     58,928  
 
           
 
               
Net increase (decrease) in cash and cash equivalents
    3,584       (9,351 )
Cash and cash equivalents — beginning of period
    13,536       31,495  
 
           
Cash and cash equivalents — end of period
  $ 17,120     $ 22,144  
 
           

 


 

Compass Diversified Holdings
Condensed Consolidated Table of Cash Flows Available for Distribution and Reinvestment (“CAD”)
(unaudited)
                 
    Three Months     Three Months  
    Ended     Ended  
(in thousands)   March 31, 2011     March 31, 2010  
Net loss
  $ (6,567 )   $ (15,287 )
Adjustment to reconcile net loss to cash provided by operating activities:
               
Depreciation and amortization
    10,314       8,005  
Amortization of debt issuance costs
    459       418  
Impairment expense
    7,700        
Supplemental put expense
    3,228       14,426  
Noncontrolling stockholder notes and other
    1,144       4,160  
Deferred taxes
    (993 )     (2,121 )
Changes in operating assets and liabilities
    24,473       6,778  
 
           
Net cash provided by operating activities
    39,758       16,379  
Plus:
               
Unused fee on revolving credit facilities (1)
    776       842  
Successful acquisition expense (2)
    500       1,789  
Changes in operating assets and liabilities
    (24,473 )     (6,778 )
Less:
               
Maintenance capital expenditures (3)
    2,267       950  
 
           
Estimated cash flow available for distribution and reinvestment
  $ 14,294     $ 11,282  
 
           
 
               
Distribution paid in April 2011/2010
  $ 16,821     $ 14,238  
 
           
 
(1)   Represents the commitment fee on the unused portion of the Revolving Credit Facilities.
 
(2)   Represents transaction costs for successful acquisitions that were expensed during the period.
 
(3)   Represents maintenance capital expenditures that were funded from operating cash flow. Excludes $2.2 million of expenditures considered growth capital expenditures.