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Compass Diversified Holdings Reports Second Quarter 2016 Financial Results

August 3, 2016 4:16 PM

WESTPORT, Conn., Aug. 3, 2016 /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 June 30, 2016.

Second Quarter 2016 Highlights

  • Generated Cash Provided by Operating Activities of $39.5 million, and Cash Flow Available for Distribution and Reinvestment ("CAD" or "Cash Flow") of $15.6 million for the second quarter of 2016;
  • Reported net income of $19.4 million for the second quarter of 2016;
  • Paid a second quarter 2016 cash distribution of $0.36 per share in July 2016, bringing cumulative distributions paid to $13.9152 per share since CODI's IPO in May of 2006;
  • Completed the accretive add-on acquisition of Phoenix Soil, LLC ("Phoenix Soil") by CODI's subsidiary Clean Earth, Inc. ("Clean Earth");
  • Consummated an accretive add-on acquisition of New Baby Tula LLC ("Baby Tula") by the Company's subsidiary The ERGObaby Carrier, Inc. ("ERGObaby");
  • Completed the accretive add-on acquisition of EWS Alabama, Inc. ("EWS") by CODI's subsidiary Clean Earth; and
  • Subsequent to quarter end, announced an agreement to acquire 5.11 Tactical® "(5.11)".

"Our leading middle market businesses generated stable operating results that were consistent with management's expectations for the second quarter," stated Alan Offenberg, CEO of Compass Diversified Holdings. "These results reflect strong performances from our Arnold Magnetic, Clean Earth and Sterno Products subsidiaries, with each reporting year-over-year, double-digit EBITDA increases."

Mr. Offenberg added, "During the second quarter, we continued to reinvest in the growth of our subsidiaries by completing two accretive acquisitions for our subsidiary Clean Earth and another for our subsidiary ERGObaby. Adding these attractive businesses will expand these companies' customer bases, broaden their respective geographies and enhance their growth potential. Following the quarter end, we continued to take advantage of market opportunities by entering into an agreement to acquire 5.11 Tactical, a global leader of tactical apparel and gear. The acquisition is expected to provide thirty to thirty-five cents per share of cash flow accretion to CODI on an annualized basis. We welcome this opportunity to serve law enforcement, first responders as well as military personnel, and are excited to work with 5.11 as it expands its consumer penetration globally. Looking forward, we will continue to focus on using CODI's strong balance sheet and considerable financial flexibility to pursue both attractive platform and add-on acquisitions that create long-term shareholder value."

Operating ResultsFor the quarter ended June 30, 2016, CODI generated Cash Provided by Operating Activities of $39.5 million, as compared to Cash Provided by Operating Activities of $29.0 million for the quarter ended June 30, 2015. CODI reported Cash Flow (see Note Regarding Use of Non-GAAP Financial Measures below) of $15.6 million for the quarter ended June 30, 2016, as compared to $27.0 million for the prior year's comparable quarter. The decrease in Cash Flow over the prior year was primarily a result of the sale of CamelBak in August 2015. CODI's weighted average number of shares outstanding for both the quarter ended June 30, 2016 and the quarter ended June 30, 2015 were 54.3 million, respectively.

Cash Flow for the second quarter of 2016 reflects year-over-year earnings growth in the Company's Arnold Magnetic, Clean Earth, Sterno Products and ERGObaby businesses, partially offset by a decline at the Company's Advanced Circuits business.

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 $520 million since going public in 2006.

Net income for the quarter ended June 30, 2016 was $19.4 million, as compared to net income of $26.6 million for the quarter ended June 30, 2015. During the second quarter of 2016 and 2015, CODI's equity method investment in FOX increased $18.9 million and $11.2 million, respectively.

Liquidity and Capital ResourcesAs of June 30, 2016, CODI had approximately $21.2 million in cash and cash equivalents, $318.5 million outstanding on its term loan facility and $78 million in borrowings under its revolving credit facility. The Company has no significant debt maturities until 2019 and had net borrowing availability of $318.2 million at June 30, 2016 under its revolving credit facility. In addition, the Company's equity investment in its former subsidiary FOX is valued at $210.3 million at June 30, 2016.

In connection with the expected closing of 5.11 during the third quarter of 2016, the Company anticipates funding the acquisition using its revolving credit facility as well as exercising an accordion feature on its existing credit facility.

Second Quarter 2016 DistributionOn July 7, 2016, CODI's Board of Directors declared a second quarter distribution of $0.36 per share. The cash distribution was paid on July 28, 2016 to all holders of record as of July 21, 2016. Since its IPO in May of 2006, CODI has paid a cumulative distribution of $13.9152 per share.

Conference CallManagement will host a conference call on Thursday, August 4, 2016 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 43051042. 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 August 11, 2016. 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 43051042.

Note Regarding Use of Non-GAAP Financial MeasuresCAD, 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 HoldingsCODI 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 manufacture of quick-turn, small-run and production rigid printed circuit boards (Advanced Circuits);
  • 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);
  • 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 industries (Sterno Products).

In addition, we own approximately 33% of the common stock of Fox Factory Holding Corp. ("FOX", Nasdaq: FOXF), a former subsidiary business that completed its initial public offering in August 2013. FOX designs and manufactures 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.

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, 2015 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

June 30,

December 31,

2016

2015

(in thousands)

(unaudited)

Assets

Current assets

Cash and cash equivalents

$

21,160

$

85,869

Accounts receivable, net

125,314

114,320

Inventories

81,813

68,371

Prepaid expenses and other current assets

19,274

22,803

Total current assets

247,561

291,363

Property, plant and equipment, net

124,474

118,050

Equity method investment

210,328

249,747

Goodwill and intangible assets, net

854,159

751,892

Other non-current assets

13,209

9,990

Total assets

$

1,449,731

$

1,421,042

Liabilities and stockholders' equity

Current liabilities

Accounts payable and accrued expenses

$

105,005

$

98,362

Due to related party

6,087

5,863

Current portion, long-term debt

3,250

3,250

Other current liabilities

10,253

9,004

Total current liabilities

124,595

116,479

Deferred income taxes

104,433

103,745

Long-term debt

385,776

308,639

Other non-current liabilities

27,897

18,960

Total liabilities

642,701

547,823

Stockholders' equity

Total stockholders' equity attributable to Holdings

777,202

826,084

Noncontrolling interests

29,828

47,135

Total stockholders' equity

807,030

873,219

Total liabilities and stockholders' equity

$

1,449,731

$

1,421,042

Compass Diversified Holdings

Condensed Consolidated Statements of Operations

(unaudited)

Three Months Ended

Six Months Ended

(in thousands, except per share data)

June 30,

2016

June 30,

2015

June 30,

2016

June 30,

2015

Net sales

$

229,388

$

199,725

$

437,435

$

379,150

Cost of sales

150,167

136,508

291,953

263,363

Gross profit

79,221

63,217

145,482

115,787

Operating expenses:

Selling, general and administrative expense

46,738

33,945

91,211

66,971

Management fees

6,676

6,666

13,134

13,399

Amortization expense

8,609

7,224

16,435

15,046

Loss on disposal/ impairment expense

6,663

258

6,663

9,165

Operating income

10,535

15,124

18,039

11,206

Other income (expense):

Interest expense, net

(7,366)

(3,125)

(18,828)

(12,842)

Gain (loss) on equity method investment

18,889

11,181

8,266

(2,266)

Amortization of debt issuance costs

(570)

(545)

(1,140)

(1,090)

Other income (expense), net

(542)

(43)

2,878

(33)

Income (loss) from continuing operations before income taxes

20,946

22,592

9,215

(5,025)

Provision for income taxes

1,588

3,125

4,884

5,518

Net income (loss) from continuing operations

19,358

19,467

4,331

(10,543)

Income from discontinued operations, net of tax

7,108

11,831

Net income

19,358

26,575

4,331

1,288

Less: Income from continuing operations attributable to noncontrolling interest

119

1,720

1,115

1,194

Less: Income from discontinued operations attributable to noncontrolling interest

398

539

Net income (loss) attributable to Holdings

$

19,239

$

24,457

$

3,216

$

(445)

Basic and fully diluted income (loss) per share

Continuing operations

$

0.33

$

0.29

$

0.03

$

(0.25)

Discontinued operations

0.11

0.19

$

0.33

$

0.40

$

0.03

$

(0.06)

Basic and fully diluted weighted average number of shares outstanding

54,300

54,300

54,300

54,300

Cash distributions declared per share

$

0.36

$

0.36

$

0.72

$

0.72

Compass Diversified Holdings

Summarized Statement of Cash Flows

(unaudited)

Six Months Ended

(in thousands)

June 30, 2016

June 30, 2015

Net cash provided by operating activities

$

45,534

$

32,267

Net cash used in investing activities

(99,589)

(9,249)

Net cash used in financing activities

(6,831)

(21,660)

Effect of foreign currency on cash

(3,823)

318

Net (decrease) increase in cash and cash equivalents

(64,709)

1,676

Cash and cash equivalents — beginning of period

85,869

23,703

Cash and cash equivalents — end of period

$

21,160

$

25,379

Compass Diversified Holdings

Condensed Consolidated Table of Cash Flows Available for Distribution and Reinvestment

(unaudited)

Three Months Ended

Six Months Ended

(in thousands)

June 30,

2016

June 30,

2015

June 30,

2016

June 30,

2015

Net income

$

19,358

$

26,575

$

4,331

$

1,288

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

Depreciation and amortization

15,012

15,710

29,920

32,245

Loss on disposal/ impairment expense

6,663

258

6,663

9,165

Amortization of debt issuance costs and original issue discount

737

712

1,475

1,425

Unrealized loss (gain) on derivatives

2,755

(2,447)

9,983

1,867

(Gain) loss on equity method investment

(18,889)

(11,181)

(8,266)

2,266

Noncontrolling stockholders charges

859

859

2,048

1,883

Excess tax benefit on stock compensation

(366)

(366)

Other

343

73

282

500

Deferred taxes

(6,205)

(451)

(5,991)

(1,257)

Changes in operating assets and liabilities

19,242

(1,128)

5,455

(17,115)

Net cash provided by operating activities

39,509

28,980

45,534

32,267

Plus:

Unused fee on revolving credit facility (1)

437

297

937

606

Successful acquisition costs

1,238

1,727

Integration services fee (2)

250

1,000

500

2,000

Realized loss from foreign currency effect (3)

20

Excess tax benefit on stock compensation

366

366

Changes in operating assets and liabilities

1,128

17,115

Other

315

128

Less:

Maintenance capital expenditures (3)

5,982

3,890

9,666

8,179

Payment on swap

1,294

500

1,794

995

Changes in operating assets and liabilities

19,242

5,455

Realized gain from foreign currency effect (4)

3,059

Other

37

342

Estimated cash flow available for distribution and reinvestment

$

15,617

$

26,978

$

29,218

$

42,472

Distribution paid in April 2016/2015

$

$

$

19,548

$

19,548

Distribution paid in July 2016/ 2015

19,548

19,548

19,548

19,548

$

19,548

$

19,548

$

39,096

$

39,096

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

(2) Represents fees paid by newly acquired companies to the Manager for integration services performed during the first year

of ownership, payable quarterly.

(3) Excludes growth capital expenditures of approximately $0.2 million and $0.4 million for the three months ended June 30,

2016 and 2015, and $0.9 million and $0.9 million for the six months ended June 30, 2016 and 2015, respectively.

(4) Reflects the foreign currency transaction gain/ loss resulting from the Canadian dollar intercompany loans issued to

Manitoba Harvest.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/compass-diversified-holdings-reports-second-quarter-2016-financial-results-300308731.html

SOURCE Compass Diversified Holdings

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