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8-K - FORM 8-K - Compass Group Diversified Holdings LLC | w82728e8vk.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 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 CODIs 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. CODIs 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.
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.
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, CODIs 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
managements 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 CODIs 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 Companys 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 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 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
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)
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)
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)
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. |