Delaware | 001-34927 | 57-6218917 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Delaware | 001-34926 | 20-3812051 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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)) |
Emerging growth company | o |
Date: May 1, 2019 | COMPASS DIVERSIFIED HOLDINGS | ||
By: | /s/ Ryan J. Faulkingham | ||
Ryan J. Faulkingham | |||
Regular Trustee |
Date: May 1, 2019 | COMPASS GROUP DIVERSIFIED HOLDINGS LLC | ||
By: | /s/ Ryan J. Faulkingham | ||
Ryan J. Faulkingham | |||
Chief Financial Officer |
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 212.477.8438 lberman@igbir.com |
• | Reported net sales of $402.5 million; |
• | Reported net income of $110.2 million; |
• | Reported non- GAAP Adjusted EBITDA of $56.7 million; |
• | Reported Cash Used in Operating Activities of $8.9 million, and Generated Cash Flow Available for Distribution and Reinvestment (“CAD”) of $17.6 million for the first quarter of 2019; |
• | Completed the sale of our Manitoba Harvest subsidiary for a $121.7 million gain; |
• | Paid a first quarter 2019 cash distribution of $0.36 per share on CODI’s common shares in April 2019, bringing cumulative distributions paid to $17.8752 per common share since CODI’s IPO in May of 2006; |
• | Paid a quarterly cash distribution of $0.453125 per share on the Company’s 7.250% Series A Preferred Shares and $0.4921875 per share on the Company's 7.875% Series B Preferred Shares in April 2019; |
• | Subsequent to the end of the quarter, promoted Pat Maciariello to newly created position of Chief Operating Officer. |
• | 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 custom molded protective foam solutions and OE components (Foam Fabricators); |
• | The design and manufacture of premium home and gun safes (Liberty Safe); |
• | The manufacture and marketing of branded, hemp-based food products (Manitoba Harvest); |
• | The manufacture and marketing of portable food warming fuels for the hospitality and consumer markets, flameless candles and house and garden lighting for the home decor market, and wickless candle products used for home decor and fragrance systems (The Sterno Group); and |
• | The design, manufacture and marketing of airguns, archery products, optics and related accessories (Velocity Outdoor) |
Compass Diversified Holdings Condensed Consolidated Statements of Operations (unaudited) | |||||||
Three Months Ended March 31, | |||||||
(in thousands, except per share data) | 2019 | 2018 | |||||
Net sales | $ | 402,489 | $ | 344,352 | |||
Cost of sales | 266,300 | 225,186 | |||||
Gross profit | 136,189 | 119,166 | |||||
Operating expenses: | |||||||
Selling, general and administrative expense | 93,199 | 91,300 | |||||
Management fees | 11,082 | 10,762 | |||||
Amortization expense | 17,040 | 11,537 | |||||
Operating income | 14,868 | 5,567 | |||||
Other income (expense): | |||||||
Interest expense, net | (18,582 | ) | (6,182 | ) | |||
Amortization of debt issuance costs | (927 | ) | (1,098 | ) | |||
Loss on sale of Tilray shares | (5,300 | ) | — | ||||
Other expense, net | (571 | ) | (1,374 | ) | |||
Income (loss) from continuing operations before income taxes | (10,512 | ) | (3,087 | ) | |||
Provision (benefit) for income taxes | 403 | (1,860 | ) | ||||
Net loss from continuing operations | (10,915 | ) | (1,227 | ) | |||
Loss from discontinued operations, net of tax | (586 | ) | (394 | ) | |||
Gain on sale of discontinued operations, net of tax | 121,659 | — | |||||
Net income (loss) | 110,158 | (1,621 | ) | ||||
Less: Income from continuing operations attributable to noncontrolling interest | 1,300 | 359 | |||||
Less: Income (loss) from discontinued operations attributable to noncontrolling interest | (450 | ) | 361 | ||||
Net income (loss) attributable to Holdings | $ | 109,308 | $ | (2,341 | ) | ||
Basic income (loss) per common share attributable to Holdings | |||||||
Continuing operations | $ | (0.31 | ) | $ | (0.08 | ) | |
Discontinued operations | 2.03 | (0.01 | ) | ||||
$ | 1.72 | $ | (0.09 | ) | |||
Basic weighted average number of common shares outstanding | 59,900 | 59,900 | |||||
Cash distributions declared per Trust common share | $ | 0.36 | $ | 0.36 | |||
Compass Diversified Holdings | ||||||||
Net Sales to Pro Forma Net Sales Reconciliation | ||||||||
(unaudited) | ||||||||
Three months ended March 31, | ||||||||
2019 | 2018 | |||||||
Net Sales | $ | 402,489 | $ | 344,352 | ||||
Acquisitions (1) | — | 39,828 | ||||||
Pro Forma Net Sales | $ | 402,489 | $ | 384,180 | ||||
(1) | Net sales of Foam Fabricators and Rimports (Sterno Group add-on) as if those businesses were acquired January 1, 2018. |
Compass Diversified Holdings | ||||||||
Subsidiary Pro Forma Net Sales | ||||||||
(unaudited) | ||||||||
Three months ended March 31, | ||||||||
(in thousands) | 2019 | 2018 | ||||||
Branded Consumer | ||||||||
5.11 Tactical | $ | 88,089 | $ | 83,957 | ||||
Ergobaby | 22,452 | 22,162 | ||||||
Liberty | 22,204 | 23,453 | ||||||
Velocity Outdoor (2) | 31,137 | 24,408 | ||||||
Total Branded Consumer | $ | 163,882 | $ | 153,980 | ||||
Niche Industrial | ||||||||
Advanced Circuits | $ | 23,069 | $ | 22,063 | ||||
Arnold Magnetics | 30,028 | 29,399 | ||||||
Clean Earth | 63,632 | 58,221 | ||||||
Foam Fabricators (1) | 30,682 | 30,490 | ||||||
Sterno Group (1) | 91,196 | 90,027 | ||||||
Total Niche Industrial | $ | 238,607 | $ | 230,200 | ||||
$ | 402,489 | $ | 384,180 |
(1) | Foam Fabricators and Rimports (Sterno Group add-on) are proforma as if those businesses were acquired January 1, 2018. | |
(2) | The above 2018 results exclude management's estimate of net sales, before our ownership, of $10.9 million at Ravin which was acquired in August 2018. |
Compass Diversified Holdings | ||||||||
Net Income to Adjusted EBITDA and Cash flow Available for Distribution and Reinvestment | ||||||||
(Unaudited) | ||||||||
Three Months Ended March 31, | ||||||||
(in thousands) | 2019 | 2018 | ||||||
Net income (loss) | $ | 110,158 | $ | (1,621 | ) | |||
Loss from discontinued operations, net of income tax | (586 | ) | (394 | ) | ||||
Gain on sale of discontinued operations | 121,659 | — | ||||||
Income (loss) from continuing operations | $ | (10,915 | ) | $ | (1,227 | ) | ||
Provision (benefit) for income taxes | 403 | (1,860 | ) | |||||
Income (loss) from continuing operations before income taxes | $ | (10,513 | ) | $ | (3,087 | ) | ||
Other income (expense), net | (571 | ) | (1,374 | ) | ||||
Amortization of debt issuance costs | (927 | ) | (1,098 | ) | ||||
Gain (loss) on sale of securities | (5,300 | ) | — | |||||
Interest expense, net | (18,582 | ) | (6,182 | ) | ||||
Operating Income | $ | 14,867 | $ | 5,567 | ||||
Adjusted For: | ||||||||
Depreciation | 10,581 | 9,104 | ||||||
Amortization | 17,040 | 12,208 | ||||||
Non-controlling shareholder compensation | 2,116 | 2,340 | ||||||
Acquisition expenses | 366 | 2,189 | ||||||
Integration services fees | 281 | 656 | ||||||
Management fees | 11,082 | 10,762 | ||||||
Other | 414 | 80 | ||||||
Adjusted EBITDA | $ | 56,747 | $ | 42,906 | ||||
Interest at Corporate, net of unused fee (1) | (16,944 | ) | (8,395 | ) | ||||
Swap payment | (94 | ) | (706 | ) | ||||
Management fees | (11,082 | ) | (10,762 | ) | ||||
Capital expenditures (maintenance) | (4,997 | ) | (5,886 | ) | ||||
Current tax expense (cash taxes) (2) | (2,029 | ) | (1,783 | ) | ||||
Preferred share distributions | (3,781 | ) | (1,813 | ) | ||||
Discontinued operations | (171 | ) | 695 | |||||
Miscellaneous items | — | (238 | ) | |||||
Cash Available for Distribution or Reinvestment ('CAD') | $ | 17,649 | $ | 14,018 |
(1) | Interest expense at Corporate reflects consolidated interest expense less non-cash components such as, unrealized gains and losses on our swap and original issue discount amortization. We include the cash component of our swap payment above in our reconciliation to CAD. | |
(2) | Current tax expense is calculated by deducting the change in deferred tax from the statement of cash flows from the income tax provision on the statement of operations |
Compass Diversified Holdings | ||||||||
Adjusted EBITDA (1) | ||||||||
(unaudited) | ||||||||
Three months ended March 31, | ||||||||
(in thousands) | 2019 | 2018 | ||||||
Branded Consumer | ||||||||
5.11 Tactical | $ | 8,305 | $ | 5,896 | ||||
Ergobaby | 5,597 | 4,698 | ||||||
Liberty | 2,222 | 3,346 | ||||||
Velocity Outdoor (2) | 3,987 | 3,147 | ||||||
Total Branded Consumer | $ | 20,111 | $ | 17,087 | ||||
Niche Industrial | ||||||||
Advanced Circuits | $ | 7,339 | $ | 6,865 | ||||
Arnold Magnetics | 3,210 | 3,398 | ||||||
Clean Earth | 8,260 | 6,733 | ||||||
Foam Fabricators (2) | 7,226 | 3,503 | ||||||
Sterno Group (2) | 13,900 | 8,908 | ||||||
Total Niche Industrial | $ | 39,935 | $ | 29,407 | ||||
Corporate expense (3) | (3,299 | ) | (3,588 | ) | ||||
Total Adjusted EBITDA | $ | 56,747 | $ | 42,906 |
(1) | Please refer to our recently filed 10-Q for detail on subsidiary pro forma adjusted EBITDA, and reconciliation to net income. | |
(2) | The above 2018 results exclude management's estimate of adjusted EBITDA, before our ownership, of $5.5 million at Rimports, $2.8 million at Foam Fabricators and $2.9 million at Ravin. | |
(3) | Please refer to the recently filed 10-Q for a reconciliation of our Corporate expense to Net Income. |
Compass Diversified Holdings Summarized Statement of Cash Flows (unaudited) | |||||||
Three Months Ended March 31, | |||||||
(in thousands) | 2019 | 2018 | |||||
Net cash (used in) provided by operating activities | $ | (8,936 | ) | $ | 6,643 | ||
Net cash provided by (used in) investing activities | 168,944 | (415,628 | ) | ||||
Net cash (used in) provided by financing activities | (172,448 | ) | 413,418 | ||||
Effect of foreign currency on cash | (1,049 | ) | 2,007 | ||||
Net increase (decrease) in cash and cash equivalents | (13,489 | ) | 6,440 | ||||
Cash and cash equivalents — beginning of period | 53,326 | 39,885 | |||||
Cash and cash equivalents — end of period | $ | 39,837 | $ | 46,325 | |||
Compass Diversified Holdings Condensed Consolidated Table of Cash Flows Available for Distribution and Reinvestment (unaudited) | |||||||
Three Months Ended March 31, | |||||||
(in thousands) | 2019 | 2018 | |||||
Net income (loss) | $ | 110,158 | $ | (1,621 | ) | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
Depreciation and amortization | 28,638 | 22,933 | |||||
Gain on sale of business | (121,659 | ) | — | ||||
Amortization of debt issuance costs and original issue discount | 1,079 | 1,353 | |||||
Unrealized (gain) loss on derivatives | 1,099 | (2,901 | ) | ||||
Noncontrolling stockholder charges | 2,205 | 2,551 | |||||
Provision for loss on receivables | 696 | 328 | |||||
Other | 334 | (177 | ) | ||||
Deferred taxes | (2,323 | ) | (4,311 | ) | |||
Changes in operating assets and liabilities | (29,163 | ) | (11,512 | ) | |||
Net cash (used in) provided by operating activities | (8,936 | ) | 6,643 | ||||
Plus: | |||||||
Unused fee on revolving credit facility | 387 | 452 | |||||
Successful acquisition costs | 366 | 2,189 | |||||
Integration services fee (1) | 281 | 656 | |||||
Realized loss from foreign currency effect (2) | 363 | 1,339 | |||||
Changes in operating assets and liabilities | 29,163 | 11,512 | |||||
Loss on sale of Tilray shares | 5,300 | — | |||||
Less: | |||||||
Maintenance capital expenditures (3) | 4,997 | 5,972 | |||||
Payment of interest rate swap | 94 | 706 | |||||
Preferred share distributions | 3,781 | 1,813 | |||||
Other | 403 | 282 | |||||
CAD | $ | 17,649 | $ | 14,018 | |||
Distribution paid in April 2019/ 2018 | $ | 21,564 | $ | 21,564 |
(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 $2.5 million and $6.2 million for the three months ended March 31, 2019 and 2018, respectively. |
Compass Diversified Holdings | ||||||||
Maintenance Capital Expenditures | ||||||||
(unaudited) | ||||||||
Three months ended March 31, | ||||||||
(in thousands) | 2019 | 2018 | ||||||
Niche Industrial | ||||||||
Advanced Circuits | $ | 188 | $ | 97 | ||||
Arnold Magnetics | 1,112 | 1,252 | ||||||
Clean Earth | 1,350 | 1,257 | ||||||
Foam Fabricators | 498 | 398 | ||||||
Sterno Group | 452 | 384 | ||||||
Total Niche Industrial | $ | 3,600 | $ | 3,388 | ||||
Branded Consumer | ||||||||
5.11 Tactical | $ | 212 | $ | 1,362 | ||||
Ergobaby | 71 | 288 | ||||||
Liberty | 126 | 61 | ||||||
Velocity Outdoor | 988 | 787 | ||||||
Total Branded Consumer | $ | 1,397 | $ | 2,498 | ||||
$ | 4,997 | $ | 5,886 |
Compass Diversified Holdings Condensed Consolidated Balance Sheets | |||||||
March 31, 2019 | December 31, 2018 | ||||||
(in thousands) | (unaudited) | ||||||
Assets | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 39,837 | $ | 50,749 | |||
Accounts receivable, net | 263,494 | 265,234 | |||||
Inventories | 313,910 | 307,437 | |||||
Prepaid expenses and other current assets | 87,964 | 35,810 | |||||
Current assets of discontinued operations | — | 21,955 | |||||
Total current assets | 705,205 | 681,185 | |||||
Property, plant and equipment, net | 203,549 | 208,661 | |||||
Goodwill and intangible assets, net | 1,345,230 | 1,361,014 | |||||
Other non-current assets | 115,642 | 12,008 | |||||
Non-current assets of discontinued operations | — | 109,467 | |||||
Total assets | $ | 2,369,626 | $ | 2,372,335 | |||
Liabilities and stockholders’ equity | |||||||
Current liabilities | |||||||
Accounts payable and accrued expenses | $ | 207,165 | $ | 226,424 | |||
Due to related party | 10,609 | 11,093 | |||||
Current portion, long-term debt | 5,000 | 5,000 | |||||
Other current liabilities | 27,338 | 7,334 | |||||
Current liabilities of discontinued operations | — | 9,429 | |||||
Total current liabilities | 250,112 | 259,280 | |||||
Deferred income taxes | 61,023 | 62,284 | |||||
Long-term debt | 955,395 | 1,098,871 | |||||
Other non-current liabilities | 102,315 | 17,790 | |||||
Non-current liabilities of discontinued operations | — | 14,768 | |||||
Total liabilities | 1,368,845 | 1,452,993 | |||||
Stockholders' equity | |||||||
Total stockholders' equity attributable to Holdings | 948,594 | 859,372 | |||||
Noncontrolling interest | 52,187 | 48,810 | |||||
Noncontrolling interest of discontinued operations | — | 11,160 | |||||
Total stockholders' equity | 1,000,781 | 919,342 | |||||
Total liabilities and stockholders’ equity | $ | 2,369,626 | $ | 2,372,335 | |||