The Compass Group
Compass Diversified Holdings (Form: 8-K, Received: 05/03/2017 16:12:13)


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 8-K
 
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2017
 
 
 
COMPASS DIVERSIFIED HOLDINGS
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
001-34927
 
57-6218917
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
COMPASS GROUP DIVERSIFIED
HOLDINGS LLC
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
001-34926
 
20-3812051
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
301 Riverside Avenue
Second Floor
Westport, CT 06880
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (203) 221-1703
 
 
 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Section 2     Financial Information
Item 2.02    Results of Operations and Financial Condition

On May 3, 2017, Compass Diversified Holdings and Compass Group Diversified Holdings LLC (NYSE: CODI) (collectively “CODI”) issued a press release announcing its consolidated operating results for the three months ended March 31, 2017. A copy of the press release is furnished within this report as Exhibit 99.1.


Section 9     Financial Statements and Exhibits
Item 9.01    Financial Statements and Exhibits
(d)    Exhibits.
99.1    Press Release of CODI dated May 3, 2017






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 3, 2017
COMPASS DIVERSIFIED HOLDINGS
 
 
 
 
By:
 
/s/ Ryan J. Faulkingham
 
 
 
 
 
 
Ryan J. Faulkingham
 
 
 
Regular Trustee
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 3, 2017
COMPASS GROUP DIVERSIFIED HOLDINGS LLC
 
 
 
 
By:
 
/s/ Ryan J. Faulkingham
 
 
 
 
 
 
Ryan J. Faulkingham
 
 
 
Chief Financial Officer





Exhibit 99.1

VIEWA29.GIF

Compass Diversified Holdings
Ryan J. Faulkingham
Chief Financial Officer
203.221.1703
ryan@compassequity.com  

Investor Relations and Media Contact:
The IGB Group
Leon Berman / Scott Eckstein
212.477.8438 / 212.477.8261
lberman@igbir.com / seckstein@igbir.com

Compass Diversified Holdings Reports
First Quarter 2017 Financial Results

Completes Accretive Add-On Acquisition for Clean Earth and Divestiture of Fox Factory Holding Corp., Increasing Total Gains Realized for Shareholders to Over $770 Million

Westport, Conn., May 3, 2017 - 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, 2017.

First Quarter 2017 Highlights
Reported Cash Used in Operating Activities of $1.4 million for the first quarter of 2017, and Cash Flow Available for Distribution and Reinvestment (“CAD” or “Cash Flow”) of $14.9 million for the first quarter of 2017;
Reported net loss of $21.1 million for the first quarter of 2017;
Paid a first quarter 2017 cash distribution of $0.36 per share in April 2017, bringing cumulative distributions paid to $14.9952 per share since CODI’s IPO in May of 2006;
Appointed Sally McCoy to the Company’s Board of Directors;
Sold a total of 5,108,718 shares of Fox Factory Holding Corp. (“FOX”) common stock, with total net proceeds of approximately $136.1 million; and
Completed the accretive add-on acquisition of AERC Recycling Solutions (“AERC”) by CODI's subsidiary Clean Earth, Inc. (“Clean Earth”).

“During the first quarter, our leading middle market businesses generated stable operating results that were consistent with management’s expectations,” stated Alan Offenberg, CEO of Compass Diversified Holdings. “These results reflect strong performances at our Clean Earth, Sterno Products, ERGObaby and 5.11 subsidiaries, with each reporting year-over-year, double-digit revenue increases.”






Mr. Offenberg added, “We continued to reinvest in our current subsidiaries during the quarter with the accretive add-on acquisition of AERC, which expands Clean Earth’s waste processing capabilities and creates new cross-selling opportunities. Complementing this, we strengthened our balance sheet by monetizing our remaining investment in FOX, increasing gains we have realized for shareholders to over $770 million. With our substantial liquidity, CODI is well positioned to pursue both platform and add-on acquisitions that build long-term value and support cash distributions for our shareholders.”

Operating Results
For the quarter ended March 31, 2017, CODI reported Cash Used in Operating Activities of $1.4 million, as compared to Cash Provided by Operating Activities of $6.0 million for the quarter ended March 31, 2016. CODI reported Cash Flow (see Note Regarding Use of Non-GAAP Financial Measures below) of $14.9 million for the quarter ended March 31, 2017, as compared to $13.6 million for the prior year’s comparable quarter. CODI’s weighted average number of shares outstanding for the quarters ended March 31, 2017 and March 31, 2016 were 59.9 million and 54.3 million, respectively.

Cash Flow for the first quarter of 2017 reflects year-over-year earnings growth in the Company’s Clean Earth, Sterno Products, ERGObaby and 5.11 businesses, offset by declines at the Company’s other businesses.

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 over $770 million since going public in 2006.

Net loss for the quarter ended March 31, 2017 was $21.1 million, as compared to net loss of $15.0 million for the quarter ended March 31, 2016. During the first quarter, CODI finalized the goodwill impairment testing at its Arnold subsidiary that had been recorded on a preliminary basis in the fourth quarter of 2016, and recorded an additional $8.9 million goodwill impairment expense.

Liquidity and Capital Resources
As of March 31, 2017, CODI had approximately $115.3 million in cash and cash equivalents, $564.2 million outstanding on its term loan facility and no outstanding borrowings under its revolving credit facility. The Company has no significant debt maturities until 2019 and had net borrowing availability of $546.1 million at March 31, 2017 under its revolving credit facility.

During the first quarter of 2017, the Company sold its remaining shares in its former subsidiary FOX in a secondary public offering for total net proceeds of approximately $136.1 million. Including this divestiture, CODI has realized approximately $525 million in proceeds from its investment in FOX.

First Quarter 2017 Distribution
On April 6, 2017, CODI’s Board of Directors declared a first quarter distribution of $0.36 per share. The cash distribution was paid on April 27, 2017 to all holders of record as of April 20, 2017. Since its IPO in May of 2006, CODI has paid a cumulative distribution of $14.9952 per share.

Conference Call
Management will host a conference call on Thursday, May 4, 2017 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 4981969. 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 11, 2017. 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 4981969.






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 from Operating Activities on the attached schedules. We consider Net Income and Cash Flow from 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 current subsidiaries is a leader in its 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 shareholders.

Our eight majority-owned subsidiaries are engaged in the following lines of business:

The design and marketing of purpose-built tactical apparel and gear serving a wide range of global customers ( 5.11 );
The manufacture of quick-turn, small-run and production rigid printed circuit boards ( Advanced Circuits );
The manufacture of engineered magnetic solutions for a wide range of specialty applications and end-markets ( Arnold Magnetic Technologies );
Environmental services for a variety of contaminated materials including soils, dredged material, hazardous waste and drill cuttings ( Clean Earth ); 
The design and marketing of wearable baby carriers, strollers and related products ( Ergobaby ); 
The design and manufacture of premium home and gun safes ( Liberty Safe ); 
The manufacture and marketing of branded, hemp-based food products ( Manitoba Harvest ); and 
The manufacture and marketing of portable food warming fuels and creative ambience solutions for the hospitality and consumer markets ( Sterno Products ).

This press release may contain certain forward-looking statements, including statements with regard to the future performance of CODI. 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 SEC for the year ended December 31, 2016 and other filings with the SEC. Except as required by law, 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,
 
2017
 
2016
(in thousands)
(unaudited)
 
 
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
115,281

 
$
39,772

Accounts receivable, net
172,885

 
181,191

Inventories
208,326

 
212,984

Prepaid expenses and other current assets
18,234

 
18,872

Total current assets
514,726

 
452,819

Property, plant and equipment, net
143,172

 
142,370

Investment in FOX

 
141,767

Goodwill and intangible assets, net
1,019,456

 
1,030,848

Other non-current assets
9,153

 
9,351

Total assets
$
1,686,507

 
$
1,777,155

 
 
 
 
Liabilities and stockholders’ equity
 
 
 
Current liabilities
 
 
 
Accounts payable and accrued expenses
$
147,565

 
$
152,553

Due to related party
542

 
20,848

Current portion, long-term debt
5,685

 
5,685

Other current liabilities
13,013

 
23,435

Total current liabilities
166,805

 
202,521

Deferred income taxes
103,232

 
110,838

Long-term debt
545,536

 
551,652

Other non-current liabilities
16,500

 
17,600

Total liabilities
832,073

 
882,611

Stockholders' equity
 
 
 
Total stockholders' equity attributable to Holdings
814,323

 
856,405

Noncontrolling interests
40,111

 
38,139

Total stockholders' equity
854,434

 
894,544

Total liabilities and stockholders’ equity
$
1,686,507

 
$
1,777,155







Compass Diversified Holdings
Condensed Consolidated Statements of Operations
(unaudited)

 
 
 
 
 
Three Months Ended
(in thousands, except per share data)
March 31, 2017
 
March 31, 2016
 
 
 
 
Net sales
$
289,992

 
$
193,287

Cost of sales
195,659

 
129,168

Gross profit
94,333

 
64,119

Operating expenses:
 
 
 
Selling, general and administrative expense
78,723

 
42,287

Management fees
7,848

 
6,371

Amortization expense
10,310

 
7,380

Impairment expense
8,864

 

Operating income (loss)
(11,412
)
 
8,081

Other income (expense):
 
 
 
Interest expense, net
(7,136
)
 
(11,462
)
Loss on investment
(5,620
)
 
(10,623
)
Amortization of debt issuance costs
(933
)
 
(570
)
Other income (expense), net
(22
)
 
3,256

Loss from continuing operations before income taxes
(25,123
)
 
(11,318
)
Provision (benefit) for income taxes
(3,648
)
 
3,296

Net loss from continuing operations
(21,475
)
 
(14,614
)
Loss from discontinued operations, net of income tax

 
(413
)
Gain on sale of discontinued operations, net of tax
340

 

Net loss
(21,135
)
 
(15,027
)
Less: Income from continuing operations attributable to noncontrolling interest
470

 
1,137

Less: Income (loss) from discontinued operations attributable to noncontrolling interest

 
(141
)
Net loss attributable to Holdings
$
(21,605
)
 
$
(16,023
)
 
 
 
 
Basic and fully diluted income (loss) per share
 
 
 
Continuing operations
$
(0.61
)
 
$
(0.31
)
Discontinued operations
0.01

 

 
$
(0.60
)
 
$
(0.31
)
 
 
 
 
Basic and fully diluted weighted average number of shares outstanding
59,900

 
54,300

 
 
 
 
Cash distributions declared per share
$
0.36

 
$
0.36






Compass Diversified Holdings
Summarized Statement of Cash Flows
(unaudited)

 
 
 
 
 
Three Months Ended
(in thousands)
March 31, 2017
 
March 31, 2016
Net cash (used in) provided by operating activities
$
(1,414
)
 
$
6,025

Net cash provided by investing activities
120,015

 
5,847

Net cash used in financing activities
(42,896
)
 
(22,141
)
Effect of foreign currency on cash
(196
)
 
(3,033
)
Net increase (decrease) in cash and cash equivalents
75,509

 
(13,302
)
Cash and cash equivalents — beginning of period
39,772

 
85,869

Cash and cash equivalents — end of period
$
115,281

 
$
72,567






Compass Diversified Holdings
Condensed Consolidated Table of Cash Flows Available for Distribution and Reinvestment
(unaudited)
 
Three Months Ended
(in thousands)
March 31, 2017
 
March 31, 2016
Net loss
$
(21,135
)
 
$
(15,027
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Depreciation and amortization
31,395

 
14,908

Impairment expense
8,864

 

Gain on sale of businesses, net
(340
)
 

Amortization of debt issuance costs and original issue discount
1,199

 
738

Unrealized (gain) loss on derivatives
(229
)
 
7,228

Loss on investment in FOX
5,620

 
10,623

Noncontrolling stockholders charges
1,452

 
1,189

Provision for loss on receivables
3,318

 
130

Other
318

 
(191
)
Deferred taxes
(7,634
)
 
214

Changes in operating assets and liabilities
(24,242
)
 
(13,787
)
Net cash (used in) provided by operating activities
(1,414
)
 
6,025

Plus:
 
 
 
Unused fee on revolving credit facility
777

 
500

Successful acquisition costs

 
489

Integration services fee (1)
875

 
250

Changes in operating assets and liabilities
24,242

 
13,787

Less:
 
 
 
Maintenance capital expenditures (3)
4,731

 
3,684

Payment on swap
1,089

 
500

Realized gain from foreign currency effect (2)
390

 
3,079

Other (4)
3,356

 
187

Estimated cash flow available for distribution and reinvestment
$
14,914

 
$
13,601

 
 
 
 
Distribution paid in April 2017/2016
$
21,564

 
$
19,548


(1)
Represents fees paid by newly acquired companies to the Manager for integration services performed during the first year of ownership, payable quarterly.
(2)
Reflects the foreign currency transaction gain/ loss resulting from the Canadian dollar intercompany loans issued to Manitoba Harvest.
(3)  
Excludes growth capital expenditures of approximately $3.9 million and $0.7 million for the three months ended March 31, 2017 and 2016, respectively.
(4)  
Includes amounts for the establishment of accounts receivable reserves related to a retail customer who filed bankruptcy during the first quarter of 2017.