Exhibit 99.1
Compass Diversified Holdings
Condensed Consolidated Statements of Operations
(unaudited)
| | | | | | | | |
(in thousands, except per share data) | | Three Months Ended March 31, 2014 | | | Three Months Ended March 31, 2013 | |
| | |
Net sales | | $ | 246,048 | | | $ | 241,567 | |
Cost of sales | | | 169,696 | | | | 165,194 | |
| | | | | | | | |
Gross profit | | | 76,352 | | | | 76,373 | |
Operating expenses: | | | | | | | | |
Selling, general and administrative expense | | | 46,173 | | | | 41,209 | |
Supplemental put expense | | | — | | | | 6,396 | |
Management fees | | | 4,735 | | | | 4,316 | |
Amortization expense | | | 7,349 | | | | 7,630 | |
| | | | | | | | |
Operating income | | | 18,095 | | | | 16,822 | |
| | |
Other income (expense): | | | | | | | | |
Interest income | | | 9 | | | | 2 | |
Interest expense | | | (4,581 | ) | | | (5,341 | ) |
Amortization of debt issuance costs | | | (570 | ) | | | (485 | ) |
Other income, net | | | 184 | | | | 327 | |
| | | | | | | | |
Income before income taxes | | | 13,137 | | | | 11,325 | |
Provision for income taxes | | | 5,764 | | | | 7,699 | |
| | | | | | | | |
Net income | | | 7,373 | | | | 3,626 | |
Less: Net income attributable to noncontrolling interest | | | 2,714 | | | | 2,032 | |
| | | | | | | | |
Net income attributable to Holdings | | $ | 4,659 | | | $ | 1,594 | |
| | | | | | | | |
| | |
Basic and fully diluted net income per share | | $ | 0.08 | | | $ | 0.03 | |
| | | | | | | | |
| | |
Basic and fully diluted weighted average number of shares outstanding | | | 48,300 | | | | 48,300 | |
| | | | | | | | |
| | |
Cash distributions declared per share | | $ | 0.36 | | | $ | 0.36 | |
| | | | | | | | |
Compass Diversified Holdings
Condensed Consolidated Statements of Cash Flows
(unaudited)
| | | | | | | | |
(in thousands) | | Three Months Ended March 31, 2014 | | | Three Months Ended March 31, 2013 | |
| | |
Cash flows from operating activities: | | | | | | | | |
Net income | | $ | 7,373 | | | $ | 3,626 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation and amortization expense | | | 11,985 | | | | 11,611 | |
Unrealized (gain) loss on interest rate and foreign currency derivatives | | | 92 | | | | (385 | ) |
Amortization of debt issuance costs and original issue discount | | | 864 | | | | 845 | |
Supplemental put expense | | | — | | | | 6,396 | |
Noncontrolling stockholders charges | | | 1,365 | | | | 1,301 | |
Excess tax benefit on stock-based compensation | | | (1,061 | ) | | | — | |
Deferred taxes | | | (594 | ) | | | (857 | ) |
Other | | | (53 | ) | | | (71 | ) |
Changes in operating assets and liabilities, net of acquisition: | | | | | | | | |
Increase in accounts receivable | | | (15,652 | ) | | | (18,130 | ) |
Increase in inventories | | | (7,063 | ) | | | (2,010 | ) |
Increase in prepaid expenses and other current assets | | | (3,274 | ) | | | (187 | ) |
Increase (decrease) in accounts payable and accrued expenses | | | (22 | ) | | | 17,987 | |
| | | | | | | | |
Net cash (used in) provided by operating activities | | | (6,040 | ) | | | 20,126 | |
| | | | | | | | |
| | |
Cash flows from investing activities: | | | | | | | | |
Acquisition of businesses, net of cash acquired | | | (42,297 | ) | | | — | |
Purchases of property and equipment | | | (3,631 | ) | | | (3,328 | ) |
Payment of interest rate swap | | | (495 | ) | | | — | |
Proceeds released from escrow related to Staffmark sale | | | — | | | | 93 | |
Other investing activities | | | 7 | | | | — | |
| | | | | | | | |
Net cash used in investing activities | | | (46,416 | ) | | | (3,235 | ) |
| | | | | | | | |
| | |
Cash flows from financing activities: | | | | | | | | |
Net borrowing of debt | | | 41,287 | | | | 2,363 | |
Distributions paid | | | (17,388 | ) | | | (17,388 | ) |
Net payments related to noncontrolling interest | | | 1,156 | | | | (3,090 | ) |
Debt issuance costs | | | (278 | ) | | | — | |
Excess tax benefit on stock-based compensation | | | 1,061 | | | | — | |
Other | | | — | | | | (22 | ) |
| | | | | | | | |
Net cash provided by (used in) financing activities | | | 25,838 | | | | (18,137 | ) |
| | | | | | | | |
Foreign currency impact on cash | | | 11 | | | | (495 | ) |
Net decrease in cash and cash equivalents | | | (26,607 | ) | | | (1,741 | ) |
Cash and cash equivalents — beginning of period | | | 113,229 | | | | 18,241 | |
| | | | | | | | |
Cash and cash equivalents — end of period | | $ | 86,622 | | | $ | 16,500 | |
| | | | | | | | |
Compass Diversified Holdings
Condensed Consolidated Balance Sheets
| | | | | | | | |
(in thousands) | | March 31, 2014 | | | December 31, 2013 | |
| | (unaudited) | | | | |
Assets | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 86,622 | | | $ | 113,229 | |
Accounts receivable, less allowance of $3,758 and $3,424 | | | 129,563 | | | | 111,736 | |
Inventories | | | 168,598 | | | | 152,948 | |
Prepaid expenses and other current assets | | | 22,630 | | | | 21,220 | |
| | | | | | | | |
Total current assets | | | 407,413 | | | | 399,133 | |
| | |
Property, plant and equipment, net | | | 71,477 | | | | 68,059 | |
Goodwill | | | 259,982 | | | | 246,611 | |
Intangible assets, net | | | 336,334 | | | | 310,359 | |
Deferred debt issuance costs, net | | | 7,918 | | | | 8,217 | |
Other non-current assets | | | 13,058 | | | | 12,534 | |
| | | | | | | | |
| | |
Total assets | | $ | 1,096,182 | | | $ | 1,044,913 | |
| | | | | | | | |
| | |
Liabilities and stockholders’ equity | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable and accrued expenses | | $ | 117,468 | | | $ | 118,129 | |
Due to related party | | | 4,330 | | | | 4,528 | |
Current portion, long-term debt | | | 5,350 | | | | 2,850 | |
Other current liabilities | | | 4,050 | | | | 4,623 | |
| | | | | | | | |
Total current liabilities | | | 131,198 | | | | 130,130 | |
| | |
Long-term debt | | | 319,471 | | | | 280,389 | |
Deferred income taxes | | | 59,192 | | | | 60,024 | |
Other non-current liabilities | | | 23,831 | | | | 5,435 | |
| | | | | | | | |
| | |
Total liabilities | | | 533,692 | | | | 475,978 | |
| | |
Stockholders’ equity | | | | | | | | |
Trust shares, no par value, 500,000 authorized; 48,300 shares issued and outstanding at 3/31/14 and 12/31/13 | | | 725,453 | | | | 725,453 | |
Accumulated other comprehensive income | | | 684 | | | | 693 | |
Accumulated deficit | | | (265,333 | ) | | | (252,761 | ) |
| | | | | | | | |
Total stockholders’ equity attributable to Holdings | | | 460,804 | | | | 473,385 | |
Noncontrolling interests | | | 101,686 | | | | 95,550 | |
| | | | | | | | |
Total stockholders’ equity | | | 562,490 | | | | 568,935 | |
| | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 1,096,182 | | | $ | 1,044,913 | |
| | | | | | | | |
Compass Diversified Holdings
Condensed Consolidated Table of Cash Flows Available for Distribution and Reinvestment (“CAD”)
(unaudited)
| | | | | | | | |
(in thousands) | | Three Months Ended | | | Three Months Ended | |
| March 31, 2014 | | | March 31, 2013 | |
Net income (loss) | | $ | 7,373 | | | $ | 3,626 | |
Adjustment to reconcile net income (loss) to cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 11,985 | | | | 11,611 | |
Amortization of debt issuance costs and original issue discount | | | 864 | | | | 845 | |
Unrealized loss on derivatives | | | 92 | | | | (385 | ) |
Excess tax benefit from subsidiary stock options (1) | | | (1,061 | ) | | | — | |
Supplemental put expense | | | — | | | | 6,396 | |
Noncontrolling stockholders charges | | | 1,365 | | | | 1,301 | |
Other | | | (53 | ) | | | (71 | ) |
Deferred taxes | | | (594 | ) | | | (857 | ) |
Changes in operating assets and liabilities | | | (26,011 | ) | | | (2,340 | ) |
| | | | | | | | |
Net cash provided by operating activities | | | (6,040 | ) | | | 20,126 | |
Plus: | | | | | | | | |
Unused fee on revolving credit facility (2) | | | 600 | | | | 645 | |
Excess tax benefit from subsidiary stock options (1) | | | 1,061 | | | | — | |
Other | | | 53 | | | | 71 | |
Changes in operating assets and liabilities | | | 26,011 | | | | 2,340 | |
Less: | | | | | | | | |
Maintenance capital expenditures (3) | | | 3,104 | | | | 2,346 | |
FOX CAD (4) | | | 3,494 | | | | — | |
Payment on swap | | | 495 | | | | — | |
| | | | | | | | |
| | |
Estimated cash flow available for distribution and reinvestment | | $ | 14,592 | | | $ | 20,836 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Distribution paid in April 2014/2013 | | $ | 17,388 | | | $ | 17,388 | |
| | | | | | | | |
(1) | Represents the non-cash excess tax benefit at FOX related to the exercise of stock options. |
(2) | Represents the commitment fee on the unused portion of the Revolving Credit Facility. |
(3) | Excludes growth capital expenditures of approximately $0.5 million and $1.0 million for the three months ended March 31, 2014 and March 31, 2013, respectively. |
(4) | Represents FOX CAD subsequent to IPO date. For the quarter ended March 31, 2014, the amount includes approximately $7.6 million of EBITDA, less: $2.2 million of cash taxes, $0.9 million of management fees and $0.9 million of maintenance capital expenditures. |