WESTPORT, Conn., Aug. 2, 2017 /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, 2017.
Second Quarter 2017 Highlights
- Generated Cash Provided by Operating Activities of $37.3 million, and Cash Flow Available for
Distribution and Reinvestment ("CAD" or "Cash Flow") of
$25.5 million for the second quarter
of 2017;
- Reported net loss of $2.7 million
for the second quarter of 2017;
- Paid a second quarter 2017 cash distribution of $0.36 per share in July
2017, bringing cumulative distributions paid to $15.3552 per share since CODI's IPO in May of
2006;
- Consummated the accretive platform acquisition of Crosman
Corporation ("Crosman");
- Completed an offering of 4,000,000 shares of its 7.250% Series
A Preferred Shares; and
- Subsequent to quarter end, completed the accretive add-on
acquisition of the Commercial business of LaserMax, Inc.
("LaserMax") by CODI's subsidiary Crosman.
"Our niche leading businesses continued to generate consistent
free cash flow in the second quarter with strong EBITDA growth at
our Advanced Circuits, Ergobaby, Manitoba Harvest and 5.11
subsidiaries," stated Alan
Offenberg, CEO of Compass Diversified Holdings.
"Additionally, during the quarter CODI expanded its outdoor branded
consumer presence with the accretive, platform acquisition of
Crosman."
Mr. Offenberg added, "Crosman's leadership in airgun products
and continued penetration into the archery market makes it a strong
addition to our family of leading middle market businesses.
Subsequent to quarter end, CODI completed the add-on acquisition of
LaserMax's Commercial business for Crosman, supporting the
company's expansion into complementary markets while creating new
cross-selling opportunities. During the second quarter, we also
completed an offering of 4 million preferred shares, generating
$100 million in gross proceeds. With
an enhanced capital structure and over $500
million of available liquidity, CODI is well positioned to
pursue attractive platform and add-on acquisitions that generate
strong free cash flow and support our ability to provide attractive
and consistent cash distributions."
Operating Results
For the quarter ended June 30, 2017, CODI generated Cash Provided by
Operating Activities of $37.3
million, as compared to Cash Provided by Operating
Activities of $39.5 million for the
quarter ended June 30, 2016. CODI
reported Cash Flow (see Note Regarding Use of Non-GAAP Financial
Measures below) of $25.5 million for
the quarter ended June 30, 2017, as
compared to $15.6 million for the
prior year's comparable quarter. CODI's weighted average number of
shares outstanding for the quarters ended June 30, 2017 and June 30,
2016 were 59.9 million and 54.3 million, respectively.
Cash Flow for the second quarter of 2017 reflects year-over-year
earnings growth in the Company's Advanced Circuits, Sterno
Products, Ergobaby, Manitoba Harvest and 5.11 businesses, offset by
declines at the Company's Arnold Magnetic and Clean Earth
businesses. The acquisition of Crosman also contributed to
the second quarter earnings growth.
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 June 30,
2017 was $2.7 million, as
compared to net income of $19.4
million for the quarter ended June
30, 2016. During the second quarter of 2016, CODI realized a
net gain of $18.9 million related to
its equity investment in its former subsidiary Fox Factory Holding
Corp. ("FOX"). During the first quarter of 2017, the Company sold
its remaining shares in FOX in a secondary public offering.
Liquidity and Capital Resources
As of June 30, 2017, CODI had approximately
$39.3 million in cash and cash
equivalents, $562.8 million
outstanding on its term loan facility and $3.7 million in outstanding borrowings under its
revolving credit facility. The Company has no significant debt
maturities until 2019 and had net borrowing availability of
$544.6 million at June 30, 2017 under its revolving credit
facility.
In June 2017, the Company
completed a public offering of 4.0 million of its 7.250% Series A
Preferred Shares with a liquidation preference of $25.00 per share. CODI raised $96.6 million of net proceeds from the offering,
which was used to repay a portion of the outstanding balance of its
revolving credit facility and for general corporate purposes.
Second Quarter 2017 Distribution
On July 6, 2017, CODI's Board of Directors declared
a second quarter distribution of $0.36 per share. The cash distribution was paid
on July 27, 2017 to all holders of
record as of July 20, 2017. Since its
IPO in May of 2006, CODI has paid a cumulative distribution of
$15.3552 per share.
Conference Call
Management will host a conference call
on Thursday, August 3, 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 52994183. 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 10, 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 52994183.
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 nine 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, manufacture and marketing of airguns, archery
products, optics and related accessories (Crosman);
- 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
|
|
|
|
|
|
June
30,
|
|
December
31,
|
|
2017
|
|
2016
|
(in
thousands)
|
(unaudited)
|
|
|
Assets
|
|
|
|
Current
assets
|
|
|
|
Cash and cash
equivalents
|
$
|
39,287
|
|
|
$
|
39,772
|
|
Accounts receivable,
net
|
194,823
|
|
|
181,191
|
|
Inventories
|
229,465
|
|
|
212,984
|
|
Prepaid expenses and
other current assets
|
25,922
|
|
|
18,872
|
|
Total current
assets
|
489,497
|
|
|
452,819
|
|
Property, plant and
equipment, net
|
157,588
|
|
|
142,370
|
|
Investment in
FOX
|
—
|
|
|
141,767
|
|
Goodwill and
intangible assets, net
|
1,146,655
|
|
|
1,030,848
|
|
Other non-current
assets
|
9,205
|
|
|
9,351
|
|
Total
assets
|
$
|
1,802,945
|
|
|
$
|
1,777,155
|
|
|
|
|
|
Liabilities and
stockholders' equity
|
|
|
|
Current
liabilities
|
|
|
|
Accounts payable and
accrued expenses
|
$
|
175,993
|
|
|
$
|
152,553
|
|
Due to related
party
|
7,598
|
|
|
20,848
|
|
Current portion,
long-term debt
|
5,685
|
|
|
5,685
|
|
Other current
liabilities
|
14,000
|
|
|
23,435
|
|
Total current
liabilities
|
203,276
|
|
|
202,521
|
|
Deferred income
taxes
|
126,538
|
|
|
110,838
|
|
Long-term
debt
|
548,546
|
|
|
551,652
|
|
Other non-current
liabilities
|
18,352
|
|
|
17,600
|
|
Total
liabilities
|
896,712
|
|
|
882,611
|
|
Stockholders'
equity
|
|
|
|
Total stockholders'
equity attributable to Holdings
|
862,268
|
|
|
856,405
|
|
Noncontrolling
interests
|
43,965
|
|
|
38,139
|
|
Total stockholders'
equity
|
906,233
|
|
|
894,544
|
|
Total liabilities
and stockholders' equity
|
$
|
1,802,945
|
|
|
$
|
1,777,155
|
|
Compass
Diversified Holdings
Condensed
Consolidated Statements of Operations
(unaudited)
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
(in thousands,
except per share data)
|
June 30,
2017
|
|
June 30,
2016
|
|
June 30,
2017
|
|
June 30,
2016
|
|
|
|
|
|
|
|
|
Net sales
|
$
|
307,381
|
|
|
$
|
214,176
|
|
|
$
|
597,373
|
|
|
$
|
407,463
|
|
Cost of
sales
|
197,661
|
|
|
137,506
|
|
|
393,320
|
|
|
266,674
|
|
Gross
profit
|
109,720
|
|
|
76,670
|
|
|
204,053
|
|
|
140,789
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
Selling, general and
administrative expense
|
79,575
|
|
|
44,767
|
|
|
158,298
|
|
|
87,054
|
|
Management
fees
|
8,183
|
|
|
6,588
|
|
|
16,031
|
|
|
12,959
|
|
Amortization
expense
|
14,779
|
|
|
8,163
|
|
|
25,089
|
|
|
15,543
|
|
Impairment expense/
Loss on disposal of assets
|
—
|
|
|
6,663
|
|
|
8,864
|
|
|
6,663
|
|
Operating income
(loss)
|
7,183
|
|
|
10,489
|
|
|
(4,229)
|
|
|
18,570
|
|
Other income
(expense):
|
|
|
|
|
|
|
|
Interest expense,
net
|
(8,418)
|
|
|
(7,366)
|
|
|
(15,554)
|
|
|
(18,828)
|
|
Gain (loss) on
investment
|
—
|
|
|
18,889
|
|
|
(5,620)
|
|
|
8,266
|
|
Amortization of debt
issuance costs
|
(1,003)
|
|
|
(570)
|
|
|
(1,936)
|
|
|
(1,140)
|
|
Other income
(expense), net
|
952
|
|
|
(1,837)
|
|
|
930
|
|
|
1,419
|
|
Income (loss) from continuing operations before income
taxes
|
(1,286)
|
|
|
19,605
|
|
|
(26,409)
|
|
|
8,287
|
|
Provision (benefit) for income taxes
|
1,454
|
|
|
1,588
|
|
|
(2,194)
|
|
|
4,884
|
|
Net income (loss) from
continuing operations
|
(2,740)
|
|
|
18,017
|
|
|
(24,215)
|
|
|
3,403
|
|
Income from discontinued operations, net of income tax
|
—
|
|
|
1,341
|
|
|
—
|
|
|
928
|
|
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
340
|
|
|
—
|
|
Net income
(loss)
|
(2,740)
|
|
|
19,358
|
|
|
(23,875)
|
|
|
4,331
|
|
Less: Income (loss) from continuing operations attributable to
noncontrolling interest
|
1,372
|
|
|
(70)
|
|
|
1,842
|
|
|
1,067
|
|
Less: Income from discontinued operations attributable to
noncontrolling interest
|
—
|
|
|
189
|
|
|
—
|
|
|
48
|
|
Net income (loss)
attributable to Holdings
|
$
|
(4,112)
|
|
|
$
|
19,239
|
|
|
$
|
(25,717)
|
|
|
$
|
3,216
|
|
|
|
|
|
|
|
|
|
Basic and fully
diluted income (loss) per share
|
|
|
|
|
|
|
|
Continuing
operations
|
$
|
(0.53)
|
|
|
$
|
0.31
|
|
|
$
|
(1.14)
|
|
|
$
|
0.02
|
|
Discontinued
operations
|
—
|
|
|
0.02
|
|
|
0.01
|
|
|
0.01
|
|
|
$
|
(0.53)
|
|
|
$
|
0.33
|
|
|
$
|
(1.13)
|
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
|
Basic and fully
diluted weighted average number of shares outstanding
|
59,900
|
|
|
54,300
|
|
|
59,900
|
|
|
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,
2017
|
|
June 30,
2016
|
Net cash provided by
operating activities
|
$
|
35,868
|
|
|
$
|
45,534
|
|
Net cash used in
investing activities
|
(44,386)
|
|
|
(99,589)
|
|
Net cash provided by
(used in) financing activities
|
8,532
|
|
|
(6,831)
|
|
Effect of foreign
currency on cash
|
(499)
|
|
|
(3,823)
|
|
Net decrease in cash
and cash equivalents
|
(485)
|
|
|
(64,709)
|
|
Cash and cash
equivalents — beginning of period
|
39,772
|
|
|
85,869
|
|
Cash and cash
equivalents — end of period
|
$
|
39,287
|
|
|
$
|
21,160
|
|
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,
2017
|
|
June 30,
2016
|
|
June 30,
2017
|
|
June 30,
2016
|
Net income
(loss)
|
$
|
(2,740)
|
|
|
$
|
19,358
|
|
|
$
|
(23,875)
|
|
|
$
|
4,331
|
|
Adjustments to
reconcile net income (loss) to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
31,187
|
|
|
15,012
|
|
|
62,582
|
|
|
29,920
|
|
Impairment expense/
loss on disposal of assets
|
—
|
|
|
6,663
|
|
|
8,864
|
|
|
6,663
|
|
Gain on sale of
businesses, net
|
—
|
|
|
—
|
|
|
(340)
|
|
|
—
|
|
Amortization of debt
issuance costs and original issue discount
|
1,261
|
|
|
737
|
|
|
2,460
|
|
|
1,475
|
|
Unrealized loss on
derivatives
|
1,497
|
|
|
2,755
|
|
|
1,268
|
|
|
9,983
|
|
(Gain) loss on
investment in FOX
|
—
|
|
|
(18,889)
|
|
|
5,620
|
|
|
(8,266)
|
|
Noncontrolling
stockholders charges
|
1,798
|
|
|
859
|
|
|
3,250
|
|
|
2,048
|
|
Excess tax benefit on
stock compensation
|
—
|
|
|
(366)
|
|
|
—
|
|
|
(366)
|
|
Provision for loss on
receivables
|
9
|
|
|
73
|
|
|
3,327
|
|
|
203
|
|
Other
|
384
|
|
|
270
|
|
|
704
|
|
|
79
|
|
Deferred
taxes
|
(4,305)
|
|
|
(6,205)
|
|
|
(11,940)
|
|
|
(5,991)
|
|
Changes in operating
assets and liabilities
|
8,191
|
|
|
19,242
|
|
|
(16,052)
|
|
|
5,455
|
|
Net cash provided
by operating activities
|
37,282
|
|
|
39,509
|
|
|
35,868
|
|
|
45,534
|
|
Plus:
|
|
|
|
|
|
|
|
Unused fee on
revolving credit facility
|
696
|
|
|
437
|
|
|
1,473
|
|
|
937
|
|
Successful acquisition
costs
|
1,473
|
|
|
1,238
|
|
|
1,473
|
|
|
1,727
|
|
Integration services
fee (1)
|
875
|
|
|
250
|
|
|
1,750
|
|
|
500
|
|
Realized loss from
foreign currency effect (2)
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
Excess tax benefit on
stock compensation
|
—
|
|
|
366
|
|
|
—
|
|
|
366
|
|
Changes in operating
assets and liabilities
|
—
|
|
|
—
|
|
|
16,052
|
|
|
—
|
|
Other
|
—
|
|
|
315
|
|
|
—
|
|
|
128
|
|
Less:
|
|
|
|
|
|
|
|
Maintenance capital
expenditures (3)
|
4,338
|
|
|
5,982
|
|
|
9,068
|
|
|
9,666
|
|
Payment on
swap
|
1,026
|
|
|
1,294
|
|
|
2,115
|
|
|
1,794
|
|
Changes in operating
assets and liabilities
|
8,191
|
|
|
19,242
|
|
|
—
|
|
|
5,455
|
|
Realized gain from
foreign currency effect (2)
|
1,260
|
|
|
—
|
|
|
1,650
|
|
|
3,059
|
|
Other
(4)
|
8
|
|
|
—
|
|
|
3,366
|
|
|
—
|
|
Estimated cash
flow available for distribution and reinvestment
|
$
|
25,503
|
|
|
$
|
15,617
|
|
|
$
|
40,417
|
|
|
$
|
29,218
|
|
|
|
|
|
|
|
|
|
Distribution paid in
April 2017/2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,564
|
|
|
$
|
19,548
|
|
Distribution paid in
July 2017/ 2016
|
21,564
|
|
|
19,548
|
|
|
21,564
|
|
|
19,548
|
|
|
$
|
21,564
|
|
|
$
|
19,548
|
|
|
$
|
43,128
|
|
|
$
|
39,096
|
|
(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 $6.5 million and $0.2 million
for the three months ended June 30, 2017 and 2016, and $10.4
million and $0.9 million for the six months ended June 30, 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.
|
View original
content:http://www.prnewswire.com/news-releases/compass-diversified-holdings-reports-second-quarter-2017-financial-results-300498570.html
SOURCE Compass Diversified Holdings