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
Operating Results
CODI reported
CODI's
For the nine month period ended
CODI's
Net income for the quarter ended
Liquidity and Capital Resources
As of
Third Quarter 2012 Distribution
On
Conference Call
Management will host a conference call on
A replay of the call will be available through
Note Regarding Use of Non-GAAP Financial Measures
CAD, or
About
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
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
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Condensed Consolidated Balance Sheets | ||||
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(in thousands) |
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December 31, | ||
|
2012 |
2011 | |||
|
(unaudited) |
||||
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Assets |
||||
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Current assets: |
||||
|
Cash and cash equivalents |
|
| ||
|
Accounts receivable, less allowance of |
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 | ||
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Total assets |
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| ||
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Liabilities and stockholders' equity |
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Current liabilities: |
||||
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Accounts payable and accrued expenses |
|
| ||
|
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 |
||||
|
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 | ||
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Total liabilities and stockholders' equity |
|
| ||
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Condensed Consolidated Statements of Operations | ||||||||
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(unaudited) | ||||||||
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Three Months |
Three Months |
Nine Months |
Nine Months | |||||
|
Ended |
Ended |
Ended |
Ended | |||||
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(in thousands, except per share data) |
|
|
|
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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 | ||||
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Operating expenses: |
||||||||
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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): |
||||||||
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Interest income |
8 |
2 |
51 |
4 | ||||
|
Interest expense |
(5,924) |
(2,156) |
(19,660) |
(6,105) | ||||
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Amortization of debt issuance costs |
(485) |
(542) |
(1,326) |
(1,543) | ||||
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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 |
||||||||
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noncontrolling interest |
2,959 |
2,587 |
6,996 |
4,643 | ||||
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Net income (loss) from discontinued operations attributable to |
||||||||
|
noncontrolling interest |
- |
1,787 |
(226) |
2,026 | ||||
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Net income attributable to Holdings |
$ 3,486 |
$ 8,096 |
$ 2,776 |
$ 7,500 | ||||
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Basic and fully diluted net income per share |
$ 0.07 |
$ 0.17 |
$ 0.06 |
$ 0.16 | ||||
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Basic and fully diluted weighted average number of |
||||||||
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shares outstanding |
48,300 |
47,376 |
48,300 |
46,944 | ||||
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Cash distributions declared per share |
$ 0.36 |
$ 0.36 |
$ 1.08 |
$ 1.08 | ||||
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Condensed Consolidated Statements of Cash Flows | ||||
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(unaudited) | ||||
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Nine Months |
Nine Months | |||
|
Ended |
Ended | |||
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(in thousands) |
|
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Cash flows from operating activities: |
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Net income |
$ 9,546 |
$ 14,169 | ||
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization expense |
39,199 |
34,896 | ||
|
Unrealized loss on interest rate swap |
2,108 |
- | ||
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Amortization of original issue discount |
1,951 |
- | ||
|
Impairment expense |
- |
7,700 | ||
|
Supplemental put expense |
6,391 |
6,095 | ||
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Noncontrolling stockholders charges and other |
3,250 |
2,210 | ||
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Deferred taxes |
(2,315) |
(5,687) | ||
|
Other |
1,399 |
1,036 | ||
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Changes in operating assets and liabilities, net of acquisition: |
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Increase in accounts receivable |
(22,898) |
(23,229) | ||
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Increase in inventories |
(22,563) |
(146) | ||
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Increase in prepaid expenses and other current assets |
(1,674) |
(806) | ||
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Payment of profit allocation |
(13,675) |
(6,892) | ||
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Increase in accounts payable and accrued expenses |
20,661 |
28,451 | ||
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Net cash provided by operating activities |
21,380 |
57,797 | ||
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Cash flows from investing activities: |
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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 |
5,045 |
- | ||
|
Other investing activities |
974 |
140 | ||
|
Net cash used in investing activities |
(77,788) |
(273,518) | ||
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Cash flows from financing activities: |
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Net borrowing of debt |
46,633 |
196,500 | ||
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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 | ||
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Excess tax benefit on stock based compensation, and other |
5,389 |
(329) | ||
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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 | ||
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Condensed Consolidated Table of Cash Flows Available for Distribution and Reinvestment ("CAD") | ||||||||
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(unaudited) | ||||||||
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Three Months Ended |
Three Months ended |
Nine Months Ended |
Nine Months Ended | |||||
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(in thousands) |
|
|
|
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Net income |
$ 6,445 |
$ 12,470 |
$ 9,546 |
$ 14,169 | ||||
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Adjustment to reconcile net income to cash provided by |
||||||||
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operating activities: |
||||||||
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Depreciation and amortization |
11,430 |
12,553 |
37,873 |
33,353 | ||||
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Impairment expense |
- |
- |
- |
7,700 | ||||
|
Amortization of debt issuance costs |
485 |
542 |
1,326 |
1,543 | ||||
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Unrealized loss on interest rate swap |
515 |
- |
2,108 |
- | ||||
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Amortization of original issue discount |
360 |
- |
1,951 |
- | ||||
|
Supplemental put expense |
5,029 |
1,200 |
6,391 |
6,095 | ||||
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Noncontrolling stockholders charges |
918 |
995 |
3,250 |
2,210 | ||||
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Other |
554 |
949 |
1,399 |
1,036 | ||||
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Deferred taxes |
(1,826) |
(3,761) |
(2,315) |
(5,687) | ||||
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Changes in operating assets and liabilities |
2,441 |
(15,635) |
(40,149) |
(2,622) | ||||
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Net cash provided by operating activities |
26,351 |
9,313 |
21,380 |
57,797 | ||||
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Plus: |
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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 | ||||
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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 |
$ 17,388 |
$ 16,821 | ||||||
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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. | ||||||||
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(2) Represents transaction costs for successful acquisitions that were expensed during the period. | ||||||||
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(3) Represents transaction costs incurred related to the sale of HALO, net of the related income tax benefit. | ||||||||
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(4) Excludes growth capital expenditures of approximately | ||||||||
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respectively and | ||||||||
SOURCE
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