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Compass Diversified Holdings Reports Third Quarter 2012 Financial Results

Generates Cash Flow Available for Distribution and Reinvestment of $22.8 Million

WESTPORT, Conn., Nov. 7, 2012 /PRNewswire/ -- 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 nine months ended September 30, 2012.

Third Quarter 2012 Highlights

"We are pleased with our financial results for the third quarter of 2012, which were consistent with management's expectations," said Alan Offenberg, CEO of Compass Group Diversified Holdings LLC. "During the quarter, our leading branded product businesses, consisting of our CamelBak Products, ERGObaby, Fox and Liberty Safe subsidiaries, posted on a combined basis strong revenue and earnings growth. We also maintained stable performance in our combined niche industrial businesses, which include our Advanced Circuits, American Furniture Manufacturing, Tridien Medical and Arnold Magnetic Technologies subsidiaries. Based on the strength of CODI's current group of subsidiaries, we paid a cash distribution of $0.36 per share, increasing the cumulative distribution paid to approximately $8.52 per share since our IPO in 2006. As we maintain our commitment to provide shareholders with attractive cash distributions, we remain focused on leveraging our balance sheet strength to drive future performance. With substantial liquidity totaling more than $275 million, we are 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."

Operating Results
CODI reported Cash Flow (see note regarding use of Non-GAAP Financial Measures below) of $22.8 million for the quarter ended September 30, 2012, as compared to $25.5 million for the prior year comparable quarter. CODI's weighted average number of shares outstanding for the quarter ended September 30, 2012 and September 30, 2011 was approximately 48.3 million and 47.4 million, respectively.

CODI's Cash Flow for the third quarter 2012 was lower as compared to the corresponding year-earlier period due to the exclusion of the seasonally strong operating results from the Company's Staffmark subsidiary, which was sold on October 17, 2011, and the Company's HALO subsidiary, which was sold on May 1, 2012. Partially offsetting these factors, Cash Flow for the third quarter 2012 was positively impacted by the full inclusion of operating results from the Company's CamelBak subsidiary, which was acquired by CODI on August 24, 2011. In addition, Cash Flow for the third quarter of 2012 included the operating results of the Company's Arnold Magnetic subsidiary, which was acquired on March 5, 2012.

For the nine month period ended September 30, 2012, CODI reported Cash Flow of $62.8 million, as compared to $58.3 million for the nine months ended September 30, 2011, representing an increase of 7.8%. CODI's weighted average number of shares outstanding for the nine month period ended September 30, 2012 and September 30, 2011 was approximately 48.3 million and 46.9 million, 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 approximately $198 million since 2007.

Net income for the quarter ended September 30, 2012 was $6.4 million, as compared to net income of $12.5 million for the quarter ended September 30, 2011. During the quarter ended September 30, 2012, CODI recorded higher interest expense of approximately $3.8 million as compared to the prior year period due in large part to higher average debt balances, amortization of original issue discount and changes in the fair value of interest rate swaps. CODI also recorded an approximate $3.8 million higher non-cash supplemental put accrual in the current quarter as compared to the corresponding previous quarter. This accrual is based on the periodic review of current cash flow generation level of its subsidiaries, as well as anticipated market multiples for those businesses in the event they were to be sold in the current environment. For the nine month period ended September 30, 2012, CODI reported net income of $9.5 million, as compared to net income of $14.2 million for the nine months ended September 30, 2011.

Liquidity and Capital Resources
As of September 30, 2012, CODI had approximately $20.0 million in cash and cash equivalents, $253.2 million outstanding on its term loan facility and $19.0 million outstanding under its $290 million revolving credit facility. The Company has no significant debt maturities until October 2016 and had borrowing availability of approximately $270 million at September 30, 2012 under its revolving credit facility.

Third Quarter 2012 Distribution
On October 9, 2012, CODI's Board of Directors declared a third quarter distribution of $0.36 per share. The cash distribution was paid on October 31, 2012 to all holders of record as of October 24, 2012. Since its IPO in May of 2006, CODI has paid a cumulative distribution of $8.5152 per share.

Conference Call
Management will host a conference call on Thursday, November 8, 2012 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 (888) 427-9376 and the dial-in number for international callers is (719) 325-2452. The access code for all callers is 5285947. 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 November 15, 2012. 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 5285947.

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 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:

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, 2011 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)


September 30,


December 31,



2012


2011



(unaudited)



Assets





Current assets:





Cash and cash equivalents


$ 19,989


$ 131,973

Accounts receivable, less allowance of $3,588 and $2,420


119,532


69,114

Inventories


135,499


96,312

Prepaid expenses and other current assets


20,949


22,758

Current assets of discontinued operations


-


40,064






Total current assets


295,969


360,221






Property, plant and equipment, net


63,733


43,579

Goodwill


257,014


205,567

Intangible assets, net


348,218


328,070

Deferred debt issuance costs, net


8,748


6,942

Other non-current assets


16,129


13,889

Non-current assets of discontinued operations


-


71,638






Total assets


$ 989,811


$ 1,029,906











Liabilities and stockholders' equity





Current liabilities:





Accounts payable and accrued expenses


$ 114,214


$ 72,998

Due to related party


3,950


4,239

Current portion of supplemental put obligation


5,200


13,675

Current portion, long-term debt


2,550


2,250

Other current liabilities


1,955


1,694

Current liabilities of discontinued operations


-


23,306






Total current liabilities


127,869


118,162






Long-term debt


262,285


214,000

Supplemental put obligation


37,005


35,814

Deferred income taxes


63,723


49,088

Other non-current liabilities


7,536


2,875

Non-current liabilities of discontinued operations


-


13,489






Total liabilities


498,418


433,428






Stockholders' equity





Trust shares, no par value, 500,000 authorized; 48,300 shares issued and


648,036


658,361

outstanding at 9/30/12 and 12/31/11





Accumulated other comprehensive loss


(363)


-

Accumulated deficit


(211,177)


(160,852)

Total stockholders' equity attributable to Holdings


436,496


497,509

Noncontrolling interests


54,897


95,257

Noncontrolling interests of discontinued operations


-


3,712

Total stockholders' equity


491,393


596,478

Total liabilities and stockholders' equity


$ 989,811


$ 1,029,906







   

Compass Diversified Holdings

Condensed Consolidated Statements of Operations

(unaudited)






























Three Months 


Three Months 


Nine Months 


Nine Months 



Ended


Ended


Ended


Ended

(in thousands, except per share data) 


September 30, 2012


September 30, 2011


September 30, 2012


September 30, 2011










Net sales


$                   241,228


$                 168,667


$                 666,571


$                446,451

Cost of sales


164,281


117,837


455,036


311,168

           Gross profit


76,947


50,830


211,535


135,283

Operating expenses:









     Selling, general and administrative expense


39,422


30,395


119,756


77,347

     Supplemental put expense 


5,029


1,200


6,391


6,095

     Management fees


4,429


4,792


13,294


11,707

     Amortization expense


7,699


5,509


22,639


14,943

     Impairment expense


-


-


-


7,700

           Operating income 


20,368


8,934


49,455


17,491










Other income (expense):









     Interest income


8


2


51


4

     Interest expense


(5,924)


(2,156)


(19,660)


(6,105)

     Amortization of debt issuance costs


(485)


(542)


(1,326)


(1,543)

     Other income, net


173


(78)


(223)


(78)

           Income from continuing operations before income taxes  

14,140


6,160


28,297


9,769

Provision for income taxes


7,361


3,090


17,119


9,380

           Income from continuing operations


6,779


3,070


11,178


389

Income (loss) from discontinued operations, net of income tax


-


9,400


(1,168)


13,780

Loss on sale of discontinued operations, net of income tax


(334)


-


(464)


-

          Net income 


6,445


12,470


9,546


14,169

Net income from continuing operations attributable to 









        noncontrolling interest


2,959


2,587


6,996


4,643

Net income (loss) from discontinued operations attributable to 









        noncontrolling interest


-


1,787


(226)


2,026

          Net income attributable to Holdings


$                       3,486


$                     8,096


$                     2,776


$                    7,500










Basic and fully diluted net income per share


$                         0.07


$                       0.17


$                       0.06


$                      0.16










Basic and fully diluted weighted average number of









        shares outstanding


48,300


47,376


48,300


46,944










Cash distributions declared per share


$                         0.36


$                       0.36


$                       1.08


$                      1.08










 

 

Compass Diversified Holdings

Condensed Consolidated Statements of Cash Flows

(unaudited)








Nine Months 


Nine Months 



Ended


Ended

(in thousands)


September 30, 2012


September 30, 2011






Cash flows from operating activities:





Net income  


$                     9,546


$                   14,169

Adjustments to reconcile net income to net cash provided by operating activities:





   Depreciation and amortization expense


39,199


34,896

   Unrealized loss on interest rate swap


2,108


-

   Amortization of original issue discount


1,951


-

   Impairment expense


-


7,700

   Supplemental put expense 


6,391


6,095

   Noncontrolling stockholders charges and other


3,250


2,210

   Deferred taxes


(2,315)


(5,687)

   Other


1,399


1,036






Changes in operating assets and liabilities, net of acquisition:





   Increase in accounts receivable


(22,898)


(23,229)

   Increase in inventories


(22,563)


(146)

   Increase in prepaid expenses and other current assets


(1,674)


(806)

   Payment of profit allocation


(13,675)


(6,892)

   Increase in accounts payable and accrued expenses


20,661


28,451

          Net cash provided by operating activities


21,380


57,797






Cash flows from investing activities:





      Acquisition of businesses, net of cash acquired


(125,434)


(258,559)

      Purchases of property and equipment


(9,718)


(15,099)

      Proceeds from dispositions


66,473


-

      Purchase of noncontrolling interests


(15,128)


-

      Proceeds released from escrow related to Staffmark sale


5,045


-

      Other investing activities


974


140

          Net cash used in investing activities


(77,788)


(273,518)






Cash flows from financing activities:





      Net borrowing of debt


46,633


196,500

      Proceeds from the issuance of trust shares, net


-


19,684

      Proceeds from issuance (redemption) of CamelBak preferred stock


(48,022)


45,000

      Debt issuance costs


(3,154)


(593)

      Distributions paid


(52,164)


(49,529)

      Net payments related to noncontrolling interest


(4,456)


2,016

      Excess tax benefit on stock based compensation, and other


5,389


(329)

          Net cash provided by (used in) financing activities


(55,774)


212,749

Foreign currency impact on cash


(199)


-

         Net decrease in cash and cash equivalents


(112,381)


(2,972)

Cash and cash equivalents — beginning of period


132,370


13,536

Cash and cash equivalents — end of period


$                   19,989


$                   10,564


 

Compass Diversified Holdings

Condensed Consolidated Table of Cash Flows Available for Distribution and Reinvestment ("CAD")

(unaudited)





















Three Months Ended


Three Months ended


Nine Months Ended


Nine Months Ended

(in thousands)     


September 30, 2012


September 30, 2011


September 30, 2012


September 30, 2011










Net income 


$                        6,445


$                       12,470


$                    9,546


$                  14,169

   Adjustment to reconcile net income to cash provided by 









   operating activities:









      Depreciation and amortization 


11,430


12,553


37,873


33,353

      Impairment expense


-


-


-


7,700

      Amortization of debt issuance costs


485


542


1,326


1,543

      Unrealized loss on interest rate swap


515


-


2,108


-

      Amortization of original issue discount


360


-


1,951


-

      Supplemental put expense


5,029


1,200


6,391


6,095

      Noncontrolling stockholders charges 


918


995


3,250


2,210

      Other  


554


949


1,399


1,036

      Deferred taxes  


(1,826)


(3,761)


(2,315)


(5,687)

      Changes in operating assets and liabilities  


2,441


(15,635)


(40,149)


(2,622)

Net cash provided by operating activities


26,351


9,313


21,380


57,797

Plus:









      Unused fee on revolving credit facility (1)


664


499


1,984


2,041

      Successful acquisition expense (2)


391


3,347


5,211


4,197

      HALO sale related expenses (3)


-


-


1,976


-

      Changes in operating assets and liabilities 


-


15,635


40,149


2,622

Less:









      Maintenance capital expenditures (4)


1,961


2,343


7,276


7,467

      Other  


158


930


597


930

      Changes in operating assets and liabilities 


2,441


-


-


-










Estimated cash flow available for distribution and reinvestment  

$                      22,846


$                       25,521


$                  62,827


$                  58,260



















Distribution paid in April 2012 and March 2011






$                  17,388


$                  16,821

Distribution paid in July 2012/2011






17,388


16,821

Distribution paid in October 2012/2011


$                      17,388


$                       17,388


17,388


17,388



$                      17,388


$                       17,388


$                  52,164


$                  51,030



















(1) Represents the commitment fee on the unused portion of the Revolving Credit Facility and the Prior Revolving Credit Facility.










(2) Represents transaction costs for successful acquisitions that were expensed during the period.


(3) Represents transaction costs incurred related to the sale of HALO, net of the related income tax benefit.


(4) Excludes growth capital expenditures of approximately $0.7 million and $1.4 million for the three months ended September 30, 2012 and  September 30, 2011,

 respectively and $2.1 million and $7.6 million for the nine months ended September 30, 2012 and September 30, 2011, respectively.

 

SOURCE Compass Diversified Holdings

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