Delaware (State or other jurisdiction of incorporation) |
0-51937 (Commission File Number) |
57-6218917 (I.R.S. Employer Identification No.) |
Delaware (State or other jurisdiction of incorporation) |
0-51938 (Commission File Number) |
20-3812051 (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)) |
(d)
|
Exhibits. | |
99.1
|
CODI Press Release dated May 9, 2011. |
Date: May 9, 2011 | COMPASS DIVERSIFIED HOLDINGS |
|||
By: | /s/ James J. Bottiglieri | |||
James J. Bottiglieri | ||||
Regular Trustee | ||||
Date: May 9, 2011 | COMPASS GROUP DIVERSIFIED HOLDINGS LLC |
|||
By: | /s/ James J. Bottiglieri | |||
James J. Bottiglieri | ||||
Chief Financial Officer | ||||
Compass Diversified Holdings
|
Investor Relations and Media Contacts: | |
James J. Bottiglieri
|
The IGB Group | |
Chief Financial Officer
|
Leon Berman / Michael Cimini | |
203.221.1703
|
212.477.8438 / 212.477.8261 | |
jbottiglieri@compassdiversifiedholdings.com
|
lberman@igbir.com / mcimini@igbir.com |
| Generated Cash Flow Available for Distribution and Reinvestment (CAD or Cash Flow) of $14.3 million for the first quarter of 2011; | ||
| Reported a net loss of $6.6 million for the first quarter of 2011, which includes a $7.7 million non-cash impairment charge and a $3.2 million non-cash supplemental put accrual expense; | ||
| Paid a first quarter 2011 cash distribution of $0.36 per share in April 2011, an approximate 6% increase from the previous quarterly distribution, bringing cumulative distributions paid to $6.3552 per share since CODIs IPO in May of 2006. |
| The manufacture of quick-turn, prototype and production rigid printed circuit boards (Advanced Circuits, www.advancedcircuits.com); | ||
| The design and manufacture of promotionally priced upholstered furniture (American Furniture Manufacturing, www.americanfurn.net); | ||
| 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, www.anodynemedicaldevice.com); | ||
| The design and marketing of wearable baby carriers and related products (ERGObaby, www.ergobabycarriers.com); | ||
| The design, manufacture and marketing of premium suspension products for mountain bikes and powered off-road vehicles (Fox Racing Shox, www.foxracingshox.com); | ||
| The design, sourcing and fulfillment of logo based promotional products (Halo Lee Wayne, www.haloleewayne.com); | ||
| The design and manufacture of premium home and gun safes (Liberty Safe, www.libertysafe.com); and |
| The provision of temporary staffing services, operating approximately 300 locations in 29 states (Staffmark, www.staffmark.com). |
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
(in thousands) | (unaudited) | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 17,120 | $ | 13,536 | ||||
Accounts receivable, less allowance of $4,554 and $5,481 |
204,237 | 208,487 | ||||||
Inventories |
77,831 | 77,412 | ||||||
Prepaid expenses and other current assets |
29,343 | 33,904 | ||||||
Total current assets |
328,531 | 333,339 | ||||||
Property, plant and equipment, net |
35,407 | 33,484 | ||||||
Goodwill |
319,766 | 325,851 | ||||||
Intangible assets, net |
260,099 | 269,672 | ||||||
Deferred debt issuance costs, net |
3,389 | 3,822 | ||||||
Other non-current assets |
23,861 | 17,873 | ||||||
Total assets |
$ | 971,053 | $ | 984,041 | ||||
Liabilities and stockholders equity |
||||||||
Current liabilities: |
||||||||
Accounts payable and accrued expenses |
$ | 148,611 | $ | 127,499 | ||||
Accrued distribution payable |
16,821 | | ||||||
Due to related party |
3,380 | 2,692 | ||||||
Current portion of long-term debt |
2,000 | 2,000 | ||||||
Current
portion of supplemental put obligation |
6,300 | | ||||||
Current portion of workers compensation
liability |
17,943 | 18,170 | ||||||
Other liabilities |
689 | 1,043 | ||||||
Total current liabilities |
195,744 | 151,404 | ||||||
Long-term debt |
78,500 | 94,000 | ||||||
Supplemental put obligation |
41,526 | 44,598 | ||||||
Deferred income taxes |
73,606 | 74,457 | ||||||
Workers compensation liability |
40,902 | 40,588 | ||||||
Other non-current liabilities |
2,534 | 3,084 | ||||||
Total liabilities |
432,812 | 408,131 | ||||||
Stockholders equity |
||||||||
Trust shares, no par value, 500,000 authorized; 46,725 shares issued and
outstanding at 3/31/11 and 12/31/10 |
638,759 | 638,763 | ||||||
Accumulated other comprehensive loss |
| (143 | ) | |||||
Accumulated deficit |
(190,232 | ) | (150,550 | ) | ||||
Total stockholders equity attributable to
Holdings |
448,527 | 488,070 | ||||||
Noncontrolling interests |
89,714 | 87,840 | ||||||
Total stockholders equity |
538,241 | 575,910 | ||||||
Total liabilities and stockholders equity |
$ | 971,053 | $ | 984,041 | ||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
(in thousands, except per share data) | March 31, 2011 | March 31, 2010 | ||||||
Net sales |
$ | 424,125 | $ | 353,619 | ||||
Cost of sales |
334,537 | 282,593 | ||||||
Gross profit |
89,588 | 71,026 | ||||||
Operating expenses: |
||||||||
Staffing expense |
22,115 | 19,607 | ||||||
Selling, general and administrative expense |
46,397 | 42,381 | ||||||
Supplemental put expense |
3,228 | 14,426 | ||||||
Management fees |
3,843 | 3,664 | ||||||
Amortization expense |
7,702 | 6,123 | ||||||
Impairment expense |
7,700 | | ||||||
Operating loss |
(1,397 | ) | (15,175 | ) | ||||
Other income (expense): |
||||||||
Interest income |
2 | 15 | ||||||
Interest expense |
(2,539 | ) | (2,701 | ) | ||||
Amortization of debt issuance costs |
(459 | ) | (418 | ) | ||||
Other income (expense), net |
246 | 180 | ||||||
Loss before income taxes |
(4,147 | ) | (18,099 | ) | ||||
Income tax expense (benefit) |
2,420 | (2,812 | ) | |||||
Net loss |
(6,567 | ) | (15,287 | ) | ||||
Net income attributable to noncontrolling interest |
407 | 682 | ||||||
Net loss attributable to Holdings |
$ | (6,974 | ) | $ | (15,969 | ) | ||
Basic and fully diluted loss per share |
$ | (0.15 | ) | $ | (0.44 | ) | ||
Weighted average number of shares outstanding basic and fully diluted |
46,725 | 36,625 | ||||||
Cash distributions declared per share |
$ | 0.36 | $ | 0.34 | ||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
(in thousands) | March 31, 2011 | March 31, 2010 | ||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (6,567 | ) | $ | (15,287 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
Depreciation and amortization expense |
10,773 | 8,423 | ||||||
Impairment expense |
7,700 | | ||||||
Supplemental put expense |
3,228 | 14,426 | ||||||
Noncontrolling stockholder notes and other |
852 | 4,370 | ||||||
Deferred taxes |
(993 | ) | (2,121 | ) | ||||
Other |
292 | (210 | ) | |||||
Changes in operating assets and liabilities, net of acquisition: |
||||||||
Decrease in accounts receivable |
5,041 | 310 | ||||||
Increase in inventories |
(654 | ) | (49 | ) | ||||
Increase in prepaid expenses and other current assets |
(3,302 | ) | (724 | ) | ||||
Increase in accounts payable and accrued expenses |
23,388 | 7,241 | ||||||
Net cash provided by operating activities |
39,758 | 16,379 | ||||||
Cash flows from investing activities: |
||||||||
Acquisition of businesses, net of cash acquired |
| (83,708 | ) | |||||
Purchases of property and equipment |
(4,565 | ) | (964 | ) | ||||
Other investing activities |
62 | 14 | ||||||
Net cash used in investing activities |
(4,503 | ) | (84,658 | ) | ||||
Cash flows from financing activities: |
||||||||
Net borrowing (repayment) of debt |
(15,500 | ) | 69,500 | |||||
Proceeds form noncontrolling equity issuances |
| 2,085 | ||||||
Debt issuance costs |
| (155 | ) | |||||
Other |
(284 | ) | (50 | ) | ||||
Distributions paid |
(15,887 | ) | (12,452 | ) | ||||
Net cash provided by (used in) financing activities |
(31,671 | ) | 58,928 | |||||
Net increase (decrease) in cash and cash equivalents |
3,584 | (9,351 | ) | |||||
Cash and cash equivalents beginning of period |
13,536 | 31,495 | ||||||
Cash and cash equivalents end of period |
$ | 17,120 | $ | 22,144 | ||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
(in thousands) | March 31, 2011 | March 31, 2010 | ||||||
Net loss |
$ | (6,567 | ) | $ | (15,287 | ) | ||
Adjustment to reconcile net loss to cash provided by operating activities: |
||||||||
Depreciation and amortization |
10,314 | 8,005 | ||||||
Amortization of debt issuance costs |
459 | 418 | ||||||
Impairment expense |
7,700 | | ||||||
Supplemental put expense |
3,228 | 14,426 | ||||||
Noncontrolling stockholder notes and other |
1,144 | 4,160 | ||||||
Deferred taxes |
(993 | ) | (2,121 | ) | ||||
Changes in operating assets and liabilities |
24,473 | 6,778 | ||||||
Net cash provided by operating activities |
39,758 | 16,379 | ||||||
Plus: |
||||||||
Unused fee on revolving credit facilities (1) |
776 | 842 | ||||||
Successful acquisition expense (2) |
500 | 1,789 | ||||||
Changes in operating assets and liabilities |
(24,473 | ) | (6,778 | ) | ||||
Less: |
||||||||
Maintenance capital expenditures (3) |
2,267 | 950 | ||||||
Estimated cash flow available for distribution and reinvestment |
$ | 14,294 | $ | 11,282 | ||||
Distribution paid in April 2011/2010 |
$ | 16,821 | $ | 14,238 | ||||
(1) | Represents the commitment fee on the unused portion of the Revolving Credit Facilities. | |
(2) | Represents transaction costs for successful acquisitions that were expensed during the period. | |
(3) | Represents maintenance capital expenditures that were funded from operating cash flow. Excludes $2.2 million of expenditures considered growth capital expenditures. |