WESTPORT, Conn., May 7, 2014 /PRNewswire/ -- Compass
Diversified Holdings (NYSE: CODI) ("CODI," "we," "our" or the
"Company"), an owner of leading middle market businesses, announced
today its consolidated operating results for the three months ended
March 31, 2014.
First Quarter 2014 Highlights
- Generated Cash Flow Available for Distribution and Reinvestment
("CAD" or "Cash Flow") of $14.6
million for the first quarter of 2014;
- Reported net income of $7.4
million for the first quarter of 2014; and
- Paid a first quarter 2014 cash distribution of $0.36 per share in April
2014, bringing cumulative distributions paid to $10.6752 per share since CODI's IPO in May of
2006.
"We are pleased to report financial results for the first
quarter of 2014 that exceeded management's expectations," stated
Alan Offenberg, CEO of Compass
Diversified Holdings. "During the quarter, we continued to benefit
from the relative operating and financial strength of our leading
middle market businesses with a particularly strong performance at
Ergobaby, which posted double-digit revenue and earnings growth. We
also generated stable Cash Flow across our niche industrial
businesses in the quarter. With significant liquidity and a
conservative balance sheet, we remain well positioned to continue
to invest in high-return organic growth initiatives and pursue
favorable platform and add-on acquisitions that are accretive to
Cash Flow. Complementing our approach to capitalizing on organic
and acquisition-related growth opportunities that create long-term
value for our shareholders, we remain committed to providing a
steady stream of cash distributions as we have consistently done in
the past."
Operating Results
CODI reported Cash Flow (see note
regarding use of Non-GAAP Financial Measures below) of $14.6 million for the quarter ended March 31, 2014, as compared to $20.8 million for the prior year comparable
quarter. CODI's weighted average number of shares outstanding for
both the quarter ended March 31, 2014
and March 31, 2013 was approximately
48.3 million.
Cash Flow for the first quarter of 2014 reflects year-over-year
growth in the Company's Ergobaby and American Furniture
Manufacturing businesses, offset by the Company's CamelBak
business. The year-over-year comparison of CamelBak's performance
for the quarter ended March 31, 2014
was adversely affected by the fulfillment of a contract with the
U.S. Marine Corps that was completed in the first quarter of 2013.
Additionally, Cash Flow for the first quarter of 2014 excluded
results from the Company's FOX subsidiary, which completed its
initial public offering ("IPO") on August
13, 2013. As a result of this offering, FOX is no longer
included in CODI's calculation of CAD. Based on the Company's debt
and equity interests in FOX, CODI generated total net proceeds of
approximately $142.4 million from the
IPO and continues to hold majority ownership in FOX.
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 of our
businesses for the periods during which CODI owned them. However,
Cash Flow excludes the gains from monetizing interests in CODI's
subsidiaries, which have totaled more than $270 million since going public in 2006.
Net income for the quarter ended March
31, 2014 was $7.4 million, as
compared to net income of $3.6
million for the quarter ended March
31, 2013. During the first quarter of 2014, CODI recorded
lower interest expense of approximately $0.8
million as compared to the prior year period due to a
reduction in borrowing costs and changes in the fair value of
interest rate swaps, offset by higher selling, general and
administrative expense. In addition, for the quarter ended
March 31, 2013, CODI recorded a
non-cash expense of $6.4 million
related to the Company's Supplemental Put Agreement, which was
terminated in July 2013.
Liquidity and Capital Resources
As of March 31, 2014, CODI had approximately
$86.6 million in cash and cash
equivalents, $279 million outstanding
on its term loan facility and no outstanding borrowings under its
$320 million revolving credit
facility. The Company's FOX subsidiary has $50 million outstanding on its term loan facility
and no outstanding borrowings on its $60
million revolving credit facility. The Company has no
significant debt maturities until 2017 and had borrowing
availability of approximately $318
million at March 31, 2014
under its revolving credit facility.
First Quarter 2014 Distribution
On April 10, 2014, CODI's Board of Directors
declared a first quarter distribution of $0.36 per share. The cash distribution was paid
on April 30, 2014 to all holders of
record as of April 23, 2014. Since
its IPO in May of 2006, CODI has paid a cumulative distribution of
$10.6752 per share.
Conference Call
Management will host a conference
call on Thursday, May 8, 2014 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 (855) 212-2368 and the dial-in number
for international callers is (315) 625-6886. The access code for
all callers is 33613108. 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, 2014. 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 33613108.
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. 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")
CODI owns
and manages a diverse family of established North American middle
market businesses. Each of its eight current businesses is a leader
in its niche market.
CODI maintains controlling ownership interests in each of its
businesses 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 businesses, contributing to their financial
and operating flexibility. CODI utilizes the cash flows generated
by its businesses to invest in the long-term growth of the Company
and to make cash distributions to its shareholders.
Our businesses 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.tridien.com);
- The manufacture of engineered magnetic solutions for a wide
range of specialty applications and end-markets (Arnold Magnetic
Technologies, www.arnoldmagnetics.com);
- The design and manufacture of personal hydration products for
outdoor, recreation and military use (CamelBak
Products, www.camelbak.com);
- The design and marketing of wearable baby carriers, strollers
and related products (Ergobaby, www.ergobaby.com);
- The design and manufacture of high-performance suspension
products primarily for mountain bikes, side-by-side vehicles,
on-road and off-road vehicles and trucks, all-terrain vehicles,
snowmobiles, specialty vehicles and applications, and motorcycles
(FOX, www.ridefox.com); and
- The design and manufacture of premium home and gun safes
(Liberty Safe,
www.libertysafe.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, 2013 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
|
|
|
|
|
|
|
(in
thousands)
|
|
March
31,
|
|
December
31,
|
|
|
2014
|
|
2013
|
|
|
(unaudited)
|
|
|
Assets
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
$
86,622
|
|
$
113,229
|
Accounts receivable,
less allowance of $3,758 and $3,424
|
|
129,563
|
|
111,736
|
Inventories
|
|
168,598
|
|
152,948
|
Prepaid expenses and
other current assets
|
|
22,630
|
|
21,220
|
|
|
|
|
|
Total current assets
|
|
407,413
|
|
399,133
|
|
|
|
|
|
Property, plant and
equipment, net
|
|
71,477
|
|
68,059
|
Goodwill
|
|
259,982
|
|
246,611
|
Intangible assets,
net
|
|
336,334
|
|
310,359
|
Deferred debt
issuance costs, net
|
|
7,918
|
|
8,217
|
Other non-current
assets
|
|
13,058
|
|
12,534
|
|
|
|
|
|
Total
assets
|
|
$
1,096,182
|
|
$
1,044,913
|
|
|
|
|
|
|
|
|
|
|
Liabilities and
stockholders' equity
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts payable and
accrued expenses
|
|
$
117,468
|
|
$
118,129
|
Due to related
party
|
|
4,330
|
|
4,528
|
Current portion,
long-term debt
|
|
5,350
|
|
2,850
|
Other current
liabilities
|
|
4,050
|
|
4,623
|
|
|
|
|
|
Total current liabilities
|
|
131,198
|
|
130,130
|
|
|
|
|
|
Long-term
debt
|
|
319,471
|
|
280,389
|
Deferred income
taxes
|
|
59,192
|
|
60,024
|
Other non-current
liabilities
|
|
23,831
|
|
5,435
|
|
|
|
|
|
Total
liabilities
|
|
533,692
|
|
475,978
|
|
|
|
|
|
Stockholders'
equity
|
|
|
|
|
Trust shares, no par
value, 500,000 authorized; 48,300 shares issued
and
|
|
|
|
outstanding at 3/31/14 and 12/31/13
|
|
725,453
|
|
725,453
|
Accumulated other
comprehensive income
|
|
684
|
|
693
|
Accumulated
deficit
|
|
(265,333)
|
|
(252,761)
|
Total
stockholders' equity attributable to Holdings
|
|
460,804
|
|
473,385
|
Noncontrolling
interests
|
|
101,686
|
|
95,550
|
Total stockholders' equity
|
|
562,490
|
|
568,935
|
Total liabilities
and stockholders' equity
|
|
$
1,096,182
|
|
$
1,044,913
|
|
|
|
|
|
Compass Diversified
Holdings
|
Condensed
Consolidated Statements of Operations
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months
|
|
Three
Months
|
|
|
Ended
|
|
Ended
|
(in thousands,
except per share data)
|
March 31,
2014
|
|
March 31,
2013
|
|
|
|
|
|
Net sales
|
|
$
246,048
|
|
$
241,567
|
Cost of
sales
|
|
169,696
|
|
165,194
|
Gross profit
|
|
76,352
|
|
76,373
|
Operating
expenses:
|
|
|
|
|
Selling, general and
administrative expense
|
46,173
|
|
41,209
|
Supplemental put
expense
|
|
-
|
|
6,396
|
Management fees
|
|
4,735
|
|
4,316
|
Amortization
expense
|
|
7,349
|
|
7,630
|
Operating income
|
|
18,095
|
|
16,822
|
|
|
|
|
|
Other income
(expense):
|
|
|
|
|
Interest income
|
|
9
|
|
2
|
Interest expense
|
|
(4,581)
|
|
(5,341)
|
Amortization of debt
issuance costs
|
|
(570)
|
|
(485)
|
Other income, net
|
|
184
|
|
327
|
Income before income taxes
|
|
13,137
|
|
11,325
|
Provision for income
taxes
|
|
5,764
|
|
7,699
|
Net income
|
|
7,373
|
|
3,626
|
Less: Net income
attributable to noncontrolling interest
|
2,714
|
|
2,032
|
Net income attributable to Holdings
|
$
4,659
|
|
$
1,594
|
|
|
|
|
|
Basic and fully
diluted net income per share
|
$
0.08
|
|
$
0.03
|
|
|
|
|
|
|
|
|
|
|
Basic and fully
diluted weighted average number of
|
|
|
|
shares
outstanding
|
|
48,300
|
|
48,300
|
|
|
|
|
|
Cash distributions
declared per share
|
|
$
0.36
|
|
$
0.36
|
|
|
|
|
|
Compass Diversified
Holdings
|
Condensed
Consolidated Statements of Cash Flows
|
(unaudited)
|
|
|
|
|
|
|
|
Three
Months
|
|
Three
Months
|
|
|
Ended
|
|
Ended
|
(in
thousands)
|
|
March 31,
2014
|
|
March 31,
2013
|
|
|
|
|
|
Cash flows from
operating activities:
|
|
|
|
|
Net
income
|
|
$
7,373
|
|
$
3,626
|
Adjustments to
reconcile net income to net cash provided by operating
activities:
|
|
|
|
Depreciation and amortization expense
|
11,985
|
|
11,611
|
Unrealized (gain) loss on interest rate and foreign currency
derivatives
|
92
|
|
(385)
|
Amortization of debt issuance costs and original issue
discount
|
864
|
|
845
|
Supplemental put expense
|
|
-
|
|
6,396
|
Noncontrolling stockholders charges
|
|
1,365
|
|
1,301
|
Excess
tax benefit on stock-based compensation
|
|
(1,061)
|
|
-
|
Deferred
taxes
|
|
(594)
|
|
(857)
|
Other
|
|
(53)
|
|
(71)
|
|
|
|
|
|
Changes in operating
assets and liabilities, net of acquisition:
|
|
|
|
|
Increase
in accounts receivable
|
|
(15,652)
|
|
(18,130)
|
Increase
in inventories
|
|
(7,063)
|
|
(2,010)
|
Increase
in prepaid expenses and other current assets
|
(3,274)
|
|
(187)
|
Increase
(decrease) in accounts payable and accrued expenses
|
(22)
|
|
17,987
|
Net cash (used in) provided by operating activities
|
|
(6,040)
|
|
20,126
|
|
|
|
|
|
Cash flows from
investing activities:
|
|
|
|
|
Acquisition of
businesses, net of cash acquired
|
(42,297)
|
|
-
|
Purchases of property
and equipment
|
|
(3,631)
|
|
(3,328)
|
Payment of interest
rate swap
|
|
(495)
|
|
-
|
Proceeds released from
escrow related to Staffmark sale
|
-
|
|
93
|
Other investing
activities
|
|
7
|
|
-
|
Net cash used in investing activities
|
|
(46,416)
|
|
(3,235)
|
|
|
|
|
|
Cash flows from
financing activities:
|
|
|
|
|
Net borrowing of
debt
|
|
41,287
|
|
2,363
|
Distributions
paid
|
|
(17,388)
|
|
(17,388)
|
Net payments related
to noncontrolling interest
|
|
1,156
|
|
(3,090)
|
Debt issuance
costs
|
|
(278)
|
|
-
|
Excess tax benefit on
stock-based compensation
|
|
1,061
|
|
-
|
Other
|
|
-
|
|
(22)
|
Net cash provided by (used in) financing activities
|
|
25,838
|
|
(18,137)
|
Foreign currency
impact on cash
|
|
11
|
|
(495)
|
Net decrease in cash
and cash equivalents
|
|
(26,607)
|
|
(1,741)
|
Cash and cash
equivalents — beginning of period
|
|
113,229
|
|
18,241
|
Cash and cash
equivalents — end of period
|
|
$
86,622
|
|
$
16,500
|
|
Compass Diversified
Holdings
|
Condensed
Consolidated Table of Cash Flows Available for Distribution and
Reinvestment ("CAD")
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months
|
|
Three
Months
|
(in
thousands)
|
|
Ended
|
|
Ended
|
|
|
March 31,
2014
|
|
March 31,
2013
|
Net income
(loss)
|
|
$
7,373
|
|
$
3,626
|
Adjustment to reconcile net income (loss) to cash provided
by
|
|
|
|
operating activities:
|
|
|
|
|
Depreciation and
amortization
|
|
11,985
|
|
11,611
|
Amortization of debt
issuance costs and original issue discount
|
864
|
|
845
|
Unrealized loss on
derivatives
|
|
92
|
|
(385)
|
Excess tax benefit
from subsidiary stock options (1)
|
(1,061)
|
|
-
|
Supplemental put
expense
|
|
-
|
|
6,396
|
Noncontrolling
stockholders charges
|
|
1,365
|
|
1,301
|
Other
|
|
(53)
|
|
(71)
|
Deferred
taxes
|
|
(594)
|
|
(857)
|
Changes in operating
assets and liabilities
|
|
(26,011)
|
|
(2,340)
|
Net cash provided by
operating activities
|
|
(6,040)
|
|
20,126
|
Plus:
|
|
|
|
|
Unused fee on
revolving credit facility (2)
|
|
600
|
|
645
|
Excess tax benefit
from subsidiary stock options (1)
|
1,061
|
|
-
|
Other
|
|
53
|
|
71
|
Changes in operating
assets and liabilities
|
|
26,011
|
|
2,340
|
Less:
|
|
|
|
|
Maintenance capital
expenditures (3)
|
|
3,104
|
|
2,346
|
FOX CAD (4)
|
|
3,494
|
|
-
|
Payment on
swap
|
|
495
|
|
-
|
|
|
|
|
|
Estimated cash
flow available for distribution and
reinvestment
|
$
14,592
|
|
$
20,836
|
|
|
|
|
|
|
|
|
|
|
Distribution paid in
April 2014/2013
|
|
$
17,388
|
|
$
17,388
|
|
|
|
|
|
(1) Represents the
non-cash excess tax benefit at FOX related to the exercise of stock
options.
|
|
|
|
|
|
(2) Represents the
commitment fee on the unused portion of the Revolving Credit
Facility.
|
|
|
|
|
|
(3) Excludes growth
capital expenditures of approximately $0.5 million and $1.0 million
for the three months ended March 31, 2014 and March 31, 2013, respectively.
|
|
|
|
|
|
(4) Represents FOX
CAD subsequent to IPO date. For the quarter ended March 31,
2014, the amount includes approximately $7.6 million of EBITDA, less: $2.2 million of cash
taxes, $0.9 million of management fees and $0.9 million of
maintenance capital
expenditures.
|
|
|
|
|
|
SOURCE Compass Diversified Holdings