Compass Diversified (CODI) Q2 2015 Earnings Report, Transcript and Summary

Good morning and welcome to Compass Diversified Holdings 2015 Second Quarter Conference Call. Today’s call is being recorded. All lines have been placed on mute. [Operator Instructions] At this time, I would like to turn the conference over to Matt Steinburg of The IGB Group for introductions and the reading of the Safe Harbor statement. Please go ahead, sir.

Thank you and welcome to the Compass Diversified Holdings second quarter 2015 conference call. Representing the company today are Alan Offenberg, CEO; Ryan Faulkingham, CFO; and Elias Sabo, a founding partner of Compass Group Management. Before we begin, I’d like to point out that the Q2 press release, including the financial tables and non-GAAP reconciliations is available on the company's website at www.compassdiversifiedholdings.com. The company also filed its Form 10-Q with the SEC last night. Please note that throughout this call, we will refer to Compass Diversified Holdings as CODI or the company. Now allow me to read the following Safe Harbor statement. During this conference call, we may make certain forward-looking statements including statements with regard to the future performance of CODI. Words such as belief, expect, project 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 on a material basis 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 as filed with the Securities and Exchange Commission for the year ended December 31, 2014 as well as in other SEC filings. In particular, the domestic and global economic environment has a significant impact on our subsidiary companies. 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. At this time, I would like to turn the call over to Alan Offenberg.

Good morning. Thank you all for your time and welcome to our second quarter 2015 earnings conference call. Before I discuss our performance for the second quarter, I’d first like to highlight our recent success in capitalizing on market opportunities with the acquisition of Manitoba Harvest and the divestiture of CamelBak, each deal closing subsequent to the end of the second quarter. Beginning with Manitoba Harvest which we acquired on June 10, we have once again added a business that met our strict acquisition criteria. Based in Winnipeg, Manitoba, Manitoba Harvest a pioneer and global leader in branded hemp-based foods. The company operates in a large and expanding marketplace, has strong and growing cash flows, a passionate consumer following and experienced management team and compelling expansion opportunities. The company’s industry leading products which have significant retail exposure across the U.S. and Canada are the fastest growing in the hemp food market and among the fast growing in the natural foods industry. We are excited to work with Mike Fata, the CEO and Founder of Manitoba Harvest as we focus on penetrating new markets in the U.S. and Canada to further drive the company’s already strong growth. Manitoba Harvest will be part of our branded consumer businesses. Turning to CamelBak, we announced on July 27 that CamelBak was sold to a strategic buyer and we subsequently completed this divestiture earlier this week for a total enterprise value of $412.5 million plus an additional $14.1 million of estimated cash and working capital adjustments subject to customary post closing true ups. This transaction represented a very profitable opportunity for us to monetize our interest in one of our subsidiaries. CODI received approximately $367.8 million of total proceeds from the sale with respect to the company’s outstanding loans to CamelBak including accrued interest and its equity interest in CamelBak. We expect to report a gain from this sale between approximately $150 million and $170 million during the quarter ended September 30, 2015. In reflecting on our partnership, we truly enjoyed working with CamelBak’s management team led by its CEO, Sally McCoy and are proud of our accomplishments together. CODI’s strategic investment enabled CamelBak to increase consumer penetration levels, fuel cash flows and generate greater organic growth. We wish CamelBak continued success in the future with their new partner Vista Outdoor. The sale of CamelBak unlock significant value for our shareholders and strengthens our balance sheet to pursue both organic and acquisition related growth opportunities going forward. As we have consistently demonstrated in the past, we will remain disciplined in our approach to new acquisition opportunities. Turning now to our 2015 second quarter results, performance in the quarter exceeded our expectations as we generated strong level of free cash flow from our leading niche industrial and branded consumer businesses. For the three months ended June 30, 2015 CODI generated cash flow available for distribution and reinvestment which we refer to as cash flow or CAD of $27 million, an increase of 115% compared to the second quarter of 2014. At our niche industrial businesses, we achieved solid combined sales and EBITDA growth. For the six months ended June 30, 2015, our niche industrial businesses posted a combined revenue increase of approximately 8.3% as compared to the six months ended June 30, 2014 on a pro forma basis. EBITDA increased by approximately 4.6% as compared to corresponding period to the previous year. These businesses produced a combined EBITDA margin of 14% as compared to 14.5% for the six months ended June 30, 2014. Sales and EBITDA growth were primarily driven by strong performances at our American Furniture, Advanced Circuits and Tridien subsidiaries as well as positive contribution from our recent acquisition of Clean Earth and SternoCandleLamp, both of which continue to perform in line with our expectations. Turning to our branded consumer businesses, these businesses achieved solid levels of combined revenue and EBITDA growth compared to the prior year. Combined revenue at our branded consumer businesses increased by approximately 3.4% for the six months ended June 30, 2015 excluding Fox. EBITDA increased sharply on a combined basis by approximately 17.8% when compared to the first half of 2014 and the EBITDA margin increased to approximately 22.9% as compared to 20.1% for the six months ended June 30, 2014. Within our branded consumer businesses, Liberty Safe generated results that were more indicative of a normal operating quarter reflecting the outstanding job of our management team to right size the business following the gun safes dramatic down cycle in 2014. Additionally, Ergobaby sustained strong growth levels on the yields of some exciting new product launches and CamelBak delivered solid performance in the quarter. For the second quarter, we paid a cash distribution of $0.36 per share, representing a current yield of approximately 8.7%. Since going public in May of 2006, CODI has paid cumulative distributions of approximately $12.48 per share. Our cash flow per share in 2015 second quarter more than doubled compared to the year ago period and exceeded our current distribution per share. While we expect that the sale of CamelBak will reduce cash flow below our distribution on an annualized basis going forward, we now have realized gains of more than $500 million from opportunistic divestitures at CODI subsidiaries including the sale of CamelBak which has never been included in our calculation of CAD. Importantly, our enhanced liquidity positions combined with our currently family of middle market leaders which include the addition of three new platform companies over the past year bodes well for CODI to continue to provide shareholders an attractive distribution. I will now turn the call over to Elias to review the quarterly performance of our current group of subsidiaries.

Thank you, Alan. I will begin by reviewing our niche industrial businesses. Please note that the revenue and EBITDA numbers I provide for Clean Earth and SternoCandleLamp will be on a pro forma basis, as if these businesses were acquired on January 1, 2014. Our niche industrial businesses continued to generate strong and predictable free cash flow. We reported a combined revenue increase of 10% during the second quarter of 2015 as compared to the year earlier period. EBITDA on a combined basis increased by 6% as compared to the year earlier period. The combined EBITDA margin declined 50 basis points to 15.1% for the quarter ended June 30, 2015 from 15.6% in the prior year quarter. Advanced Circuits delivered solid results in the second quarter. Revenue increased by 8% year-over-year driven by continued strong performance in assembly sales as well as strong growth in small-run and quick-turn production PCB. Second quarter EBITDA margins were higher by approximately 210 basis points compared to the year ago period and by approximately 220 basis points sequentially, reflecting a shift in the sales mix and lower SG&A expenses. Arnold Magnetics reported softer results in the second quarter. Revenue decreased 10% year-over-year, reflecting lower sales of the reprographics component of the PMAG division, as well as weaker economic condition in Europe, primarily in the oil and gas sector. These results were partially offset by growth in precision thin metal sales. Second quarter EBITDA at Arnold declined by 17% year-over-year due to a decrease in higher margin sales and restructuring an operational improvement in Europe that have not yet been fully realized. In spite of these challenges, we continue to anticipate modest 2015 year-over-year earnings growth at Arnold. Moving to Tridien, results in the second quarter exceeded management’s expectations. Second quarter revenue grew by approximately 14% driven by an increase in sales of newly introduced power products as well as sales growth from non-power products. The sales growth in non-powered products was principally from significantly higher orders from a large customer though, as mentioned on last earnings call, is terminating its contract with Tridien later this year. As a result of significant operating leverage and the resulting manufacturing efficiencies, EBITDA increased by about 55% compared to the year-ago period. At AFM, performance remained strong during the second quarter. Revenue increased by approximately 30% compared to the year earlier period, representing the tenth consecutive quarter that sales have increased year-over-year. In addition, EBITDA grew by more than 50%. We believe AFM will continue to take advantage of healthy demand levels for its current and new products. At Clean Earth, second quarter revenue increased 18%, however, EBITDA decreased 6% compared to the pro forma prior-year period. Sales benefited from an increase in contaminated soil volumes, as this business continue to receive positive contributions from the December 2014 add-on acquisition of AES. Sales growth was partially offset by a decrease in dredged materials due to the timing of new bidding activity. Clean Earth’s second quarter EBITDA margins decreased by approximately 440 basis points compared to the same period last year, primarily due to a less favourable sales mix. We are confident that the recent increase in dredged market activity will lead to strong operating results for Clean Earth over the second half of 2015. SternoCandleLamp performed well in the second quarter. On a pro forma basis, revenue at Sterno increased by approximately 2%, EBITDA increased 14% and EBITDA margins were higher by approximately 180 basis points compared to the year-ago period. The margin improvement was primarily attributable to greater labor and manufacturing efficiencies achieved during the 2015 second quarter. Next I will turn to our branded consumer businesses, which include Ergobaby, Camelbak, and Liberty. The discussion of results to follow excludes the FOX results from 2014 as we no longer hold the controlling interest. Our branded consumer businesses achieved strong results for the second quarter of 2015. Combined revenue and EBITDA increased by approximately 12% and 50% respectively compared to the year earlier period. The combined EBITDA margin increased 630 basis points to 25% for the quarter ended June 30, 2015. Performance at our Ergobaby subsidiary was strong in the second quarter posing revenue and EBITDA growth of approximately 10% and 24% respectively from the prior year period. Including Q2, this business has now posted double-digit earnings growth on a year-over-year basis for 11 out of the past 12 quarters. In the second quarter, Ergobaby’s revenues benefited from the timing of international distributor sales with certain orders shipping in the second quarter of this year as compared to the third quarter in 2014. Strong EBITDA growth at Ergobaby was primarily attributable to an improved product sales mix with a larger percentage of higher margin baby carrier sales as compared to the prior period. Ergobaby continues to experience positive feedback from tradeshows for its newest product, highlighted by the recent launch of its Natural Curve Nursing Pillow. In addition, Orbit Baby is preparing to launch its new O2 jogging stroller, which has also received rave reviews. To support these product launches, we anticipate a significant increase in our marketing spend in the second half of the year. Given the recent performance of this business, combined with its latest product launches, we remain excited about the future prospects of this business. Liberty achieved second quarter results that were consistent with our expectations for this business. Liberty posed its second quarter revenue growth of 31% compared to the year-ago period. The increase in year-over-year reflects demand and volume returning to a more normalized level. Second quarter EBITDA margins were 14.4%, compared with negative 2% in the year-ago period and 12.5% in the first quarter of 2015. Second quarter EBITDA margins were also at more normalized levels with the improvement reflecting the successful turnaround and re-emergence of this business following last year’s industry downturn. Camelbak delivered second quarter revenue growth of 4% and EBITDA growth of 22% compared to the year ago period. During the last week of the quarter, Camelbak recognized a duty tax rebate of $1.5 million that contributed to EBITDA growth. Excluding that one-time rebate, Camelbak achieved year-over-year EBITDA growth of 6.5%. As Alan highlighted in his remarks, this business was sold to Vista Outdoor subsequent to the end of the second quarter. Lastly, our newest portfolio company, Manitoba Harvest, which we acquired July 13, achieved second quarter growth rates that were consistent with our expectations. Revenue for the quarter increased 44% from the prior year period. We believe this business posses a strong long-term growth potential and we are excited to work with our experienced management team. I’d now like to turn the call over to, Ryan, to add this comments on our financial result.

Thank you, Elias. Today, I will discuss our consolidated financial results for the quarter ended June 30, 2015. I will limit my comments largely to the overall results for our company since the individual subsidiary results are detailed in our Form 10-Q that was filed with the SEC yesterday. My consolidated revenue discussion will exclude FOX, which we believe is a more meaningful discussion due to the restriction on providing discontinued operations reporting for FOX. On a consolidated basis, revenue for the quarter ended June 30, 2015 was $284.7 million, up 56% as compared to $182.7 million for the prior year period. This year-over-year increase was attributable to meaningful revenue growth across all subsidiaries with the exception of Arnold Magnetics, as well as incremental net sales that Clean Earth and SternoCandleLamp since our acquisition days. Net income for the second quarter was $26.6 million, compared to $12.3 million in the year earlier period. We recorded a gain on the equity method investment in FOX of $11.2 million as a result of a increase in FOX's share price during the quarter. Cash flow for the quarter ended June 30, 2015 was $27 million compared to $12.5 million for the prior year period. Cash flow for the second quarter of 2015 reflects year-over-year growth at our Ergobaby, AFM, Advanced Circuits, Liberty Safe, Tridien, and CamelBak subsidiary businesses as well as deposit of contributions from SternoCandleLamp incline or partially offset by the lower result at Arnold. Turning now to the balance sheet, we had $20.4 million in cash and cash equivalents and net working capital of $198.8 million as of June 30, 2015. We had approximately $323 million outstanding on our term debt facility and $189 million in borrowings outstanding under our revolving credit facility as of June 31, 2015. We have no significant debt maturities until June 2019. In addition, we had net borrowing availability of approximately $206 million under our revolving credit facility at quarter’s end. Subsequent to the acquisition of Manitoba Harvest and the sale of CamelBak, we will have no pending borrowings under our $400 million revolving credit facility. We expect to realize the gain on the sales of CamelBak between approximately $150 million and $170 million during the third quarter further demonstrating the strength of our acquisition. Our 15.1 million shares of FOX, which are recorded as an equity method investment on our balance sheet had a value of $242.9 million as of June 30, 2015. Turning now to capital expenditures, during the second quarter of 2015, we incurred $3.9 million of maintenance CapEx, an increase, as compared to maintenance CapEx of $3.5 million for the prior year period, primarily as a result of the inclusion of the Clean Earth and SternoCandleLamp acquisitions. For the full year 2015, we expect to incur maintenance CapEx pro forma for the acquisition of Manitoba Harvest and the sale of CamelBak of between $18 million and $22 million and growth CapEx between $1 million and $2 million as we continue to invest in the long term health of our subsidiaries. I will now turn the call back over to Alan.

Thanks, Ryan. Overall we achieved strong results ahead of our expectations for the quarter across most of our family of niche leading businesses as we continue to operate from a position of financial strengths. I would like to close by briefly discussing M&A activity and our growth strategy going forward. Following the slower than anticipated pace of deals at the start of 2015 middle market activity has gradually ticked up. However, challenging competitive and pricing dynamics remain the same. With the same of CamelBak we will have over $600 million of available capital to continue to pursue acquisitions. In addition to cash, we will have $400 million of availability under our revolver and over $200 million of potential liquidity through our Fox ownership. Nevertheless, we will remain steadfast in our disciplined approach to acquiring niche middle market businesses with the reason to exist. The success of our three acquisitions over the past year are prime examples in this regard. Clean Earth and SternoCandleLamp have each performed in line with the initial expectations. We are also excited about the long-term potential of our latest acquisition Manitoba Harvest, which continues to generate strong growth rates. Overall, we do view our recent acquisitions very favorably and given a financial strength we will continue to pursue attractive accretive acquisitions, while reinvesting in our current subsidiaries, increased market share, and drive future performance. This concludes our opening remarks and we will be happy to take any questions you may have. Operator, please open the phone lines.

[Operator instructions] Our first question comes from the line of Vernon Plack with BB&T Capital Markets, your line is now open.

Thanks very much and Alan as it relates to Manitoba, I'm just trying to get some idea of the type of growth that you expect there, I know you, obviously it’s growing very rapidly, but is that a business that you hope will double in the next two or three years?

Vernon I will let Elias comment on that more specifically, but I would say that the historical growth rate that we've seen recently are growth rates that we think are sustainable, but I’ll turn it over to Elias to elaborate further.

Okay.

Yes, Vernon without giving specific target and timelines on, as you just asked, I think we expect this to be a rapidly growing business on the top line, you know I think the second quarter was a great quarter for them, producing kind of North of 40% I think we would expect that this business will continue to produce very strong revenue growth, I don't know that it will be quite as high as the second quarter, but I think we will continue to produce very strong results. I would note though that and I think we talked about this at our investor conference. This is a business that in order to continue to drive rapid revenue growth rates, we expect to accelerate a lot of sales and marketing initiatives and so I don't know that there will necessarily be any type of operating leverage as you would expect on sales growth. In fact at the onset of some increased sales and marketing objectives there could be some deleveraging that goes on until you catch up. We plan because of the opportunity here to aggressively invest in this business and drive kind of growth rates of these top line growth rates that are really strong and then over time allow operating margins to catch up. Is that helpful?

Okay. Yes, very helpful. Thank you Elias and in terms of maintenance CapEx or growth CapEx, what type of CapEx are you expecting to put into in this business?

You know, it’s a relatively low maintenance CapEx business Vernon, I would say it’s kind of under $1 million of maintenance CapEx. That being said you have kind of a step function that will happen here where we will have a facility expansion that will occur over the next couple of years. It depends a little bit on the growth rate, I mean depending on how quickly the business grows, we may have to accelerate what that expansion is, you know that is a true growth CapEx. I would say likely in the next two, on the outside three years we’ll have a probably $10 million-ish growth CapEx spend to be able to accommodate the additional kind of capacity that we will need for this business, but on a through maintenance level, this is relatively light, well under $1 million.

Okay great. And our switching quickly to Liberty, I know that that business has rebounded, you also talked about the, you mentioned that the second quarter is typically their slowest quarter, does that mean that we can expect to - from what you can tell right now, revenue for Liberty in the third and fourth quarter to be higher than the second quarter?

I think Vernon the third quarter and the second and third quarter can both be traditionally slow periods for Liberty.

Okay

Broadly referred to as the summer slowdown. We’ve seen really good demand. I think that I caution to guide you towards extrapolating second quarter results and rather would refer you to kind of more normalized quarterly performances of a couple of years ago to give you a sense based on those first two quarters what we think the last four quarters would look like. Demand levels remained strong, there are factories operating incredibly efficiently and we are very pleased with the performance that we think it will again resume performing not just through this first half of the year, but on a full-year basis consistent with the type of performance you saw with the business prior to the [indiscernible] cycle of the previous two years.

Okay that's great. Just one more quick one in terms of CamelBak should we expect just a little over a month to be included in Q3 results?

Yes that's right.

Okay great. Thank you.

Thanks Vernon

Our next question comes from Larry Solow with CJS Securities, your line is now open.

Hi good morning guys, just on the CamelBak in terms of sale in the business will you, did the buyer come to you because looking to sell it or was it just sort of an opportunistic price that you couldn’t turn down?

Let me, there are couple of questions here; number one we were approached by the buyer. We were not in the market to sell this business. As you may know this outdoor is newly public entity spin-off from another parent company and they are by their own words interested in expanding their presence in the outflow market, and with that looked around and became very interested in CamelBak and approached us. So, we were not looking to do anything with the business, but we are rather, rather we were approached. The price obviously is one that we were very excited about, which is why we consummated the transaction and felt as though it was great opportunistic divestiture for us and one that allowed us to really unlock are a lot of value I think relative to probably the expectations that people had in the marketplace for CamelBak and it allows us to de-lever and reload our balance sheet to pursue future growth opportunities. So, we were very excited about the opportunity although it was unexpected, we think it is a great outcome and we think that the future of CamelBak as they partner with this they are going forward is as bright as it would have been under our ownership. So, it is such a great company, it’s one of those situations that has bittersweet taste to it at time because we loved working with this team and thought that we had a tremendous working relationship, but we were compelled to consummate the transaction based on the economics associated with it.

Yes, it seems like a great deal. Just about advanced circuits, you know pretty rough three years or pretty flat, nice, you know, I think you had some pretty good booking in the last couple of quarters and then this is a very nice quarter. Just any more color on that and do you think it’s somewhat sustainable or you know too early to call a trend?

You know, Larry, I think it’s a little too early to call a trend. We did see, you know what I would say is the business we get some days where our bookings are really grouchy, we get some days where they’re not so great, you know, when the business was really performing consistently with, you know, kind of strong growth rates we had more consistency on a day-to-day basis in terms of our order patterns because we haven’t yet returned to that kind of level of consistency I would say it’s just too early for us to, you know, call this business as having, you know, kind of turn the corner, but, you know, we were very happy with the second quarter and the companies were getting extremely hard on a lot of different initiative to accelerate their growth but it’s still a bit choppy. So, it’s happy if we were for the second quarter. We still remain a little bit guarded here, you know, going into the back half of the year.

Okay. And then Tridien obviously is a much small holding. I know they’re facing the loss of a customer coming up. Had a pretty good quarter, is there anything in there that was is it timing-related or any thoughts on that?

Yeah, there were a couple of things that happened in the quarter. I mean had a really an excellent quarter. You know, we had been talking for, you know, an extended period of time on these conference calls about some new products that were coming through the R&D pipeline launched and we’re fully, you know, kind of the – there was a nice pickup of those products. They’re both – they were in our powered group, which traditionally carries the higher margin. So, you know the launch of those products into the marketplace, that really, you know, kind of helped overall both on revenue growth and on profit growth. As we said in our transcript, there was a big boost in the orders on our non-powered business as well.

Right.

And that was from the customer that is, you know, terminating its relationship with us later in the year.

Okay.

And so some of that was a little bit higher than we would have anticipated and it’s not going to be recurring going forward so …

Right. Got you.

So, it was a very strong quarter for them and you know on the powered side we still think of some of these new products as, you know, doing, you know, pretty well in the marketplace.

Okay. Just on Arnold, I know this year wasn’t supposed to be a big growth year either, you know, or anyhow until I think not more really a 2015, 2017, 2018 story maybe, but it sounds like sort of the discipline in the quarter or relative to some agitations, maybe more time related as you still think you’ll get a little bit of growth for the full-year, is that fair to say?

Yeah, Larry, we do believe that we will get a little bit of growth year-over-year in Arnold. The quarter certainly was below our expectations, yet at the same time it’s pretty identifiable, you know, what led to that underperformance and one of the items that, you know, both of the items actually referenced in our prepared remarks, but the continued erosion of the Reprographics business, which was something we understood on acquisition of the company so that’s just a natural headwind that they face. I think the good news is over time that just becomes a smaller and smaller amount of that business, you know, gradually goes away, but this quarter in particular the company was burdened by some underperformance in Europe as we mentioned, as well as a restructuring that’s taken place, the European operations that hasn’t fully reflected itself in the company’s operating performance, which we expect to see the benefits of those restructuring efforts beginning to impact the company throughout the balance of the year. It’s an interesting dynamic with Arnold. As we’ve discussed, they work on so many different end users in different applications that in Europe, we specifically highlighted that oil and gas was challenged in Europe, which it absolutely was. They’ve got other oil and gas customers in other parts of the world where that business is doing just fine. And it’s entirely dependent on the application being used by the application associated with the European business or impacted by current prices, you know, throughout the energy markets, in the other segment it wasn’t. So it’s the kind of the blessing and the curse I should say the diversification more of a bluffing of course, but we expect that Europe’s performance will improve over the balance of the year PMAG, North America precision thin metals continue to perform extremely well. The Flexmag division is performing consistent with our expectations and performing very solidly. So, it’s really I think exciting for us to think about the future for Arnold in the context of having all of their cylinders firing at once, which it hasn’t really benefited from yet and when that happens, I think you’ll see performance more in line with our initial expectations, we’ll see I believe growth year-over-year this year and as we talked about in prior calls and as Tim Wilson presented at our Investor Conference a couple of years ago some very exciting macro level long-term opportunities, particularly in the automotive sector that we continue to be very enthusiastic about. So, while the quarter was certainly below our expectations, I would summarize by saying do you still expect modest year-over-year growth and you remain very bullish about this company over the medium and long-term.

Got it, great. Thanks Alan. I appreciate it.

Sure, thanks Larry.

Our next question comes from the line of Kyle Joseph with Jefferies, your line is now open.

Good morning guys, thanks for taking my question.

Good morning.

I was just hoping to get your outlook for sort of margins on Ergobaby, I know you guys talked about increased marketing spends there, but just whether it’s just gross profit margins or EBITDA margins and if you could just give us an idea for trends there and when you expect those to normalize as well?

Yeah, so, Kyle, I would say on gross margins, we expect them to be relatively flat, you know, a little bit of margins can move around kind of a couple of hundred basis points here or there and I don’t mean to say that like flip it, but it’s just based on, you know, kind of whether we shift internationally which is lower margins because the distributors handle, you know, a lot of the sales and marketing costs for you or if it, you know, more domestic where they’re higher because you’re incurring those costs below the gross margin lines. So, they can shift around a little bit based on kind of the timing of some shipments, but I would say just, you know, generally we look at margins as, you know, being stable to, you know, kind of where we’ve been running for the first half of the year over the, you know, last half of the year. In terms of - and that’s on the gross margin basis, in terms of EBITDA margin, we do expect EBITDA margins to come down in the back half of the year. You know, I don’t have specific guidance for what that will look like but I would say we are planning on a pretty large incremental marketing spend here around product launches. Because we have a major launch out of our orbit maybe in line we think that it makes sense to put a really big marketing push behind that. This is kind of a really good innovative product and we want to get this broadcast out to the market broadly. So I think with respect to when will it normalize, we would think that going into 2016, we will revert to kind of normal spend level but this back half of the year we do plan on deleveraging our EBITDA in order to get a big marketing push.

Okay. Great. Thank you. And then Ryan, I guess I may have missed this, I have come a little late and plan on a little catch-up here. So interest expense was elevated in the fourth quarter and the first quarter, and looked like it was a more sort of normalized rate in the second quarter. Can you remind me why it was elevated in the fourth quarter and the first quarter?

Sure. So we have a swap on our interest and we don’t like hedge accounting so that those unrealized gains and losses just go direct to interest expense. There is an interest expense table in the back of our MD&A and in our 10-K which reconciles that out nicely and you’ll be able to see that impact quarterly.

Okay, great. And then so after CamelBak and congratulations on that sale by the way, a great transaction.

Thank you.

Should I assume that – so you’re going to fully pay down the revolver but is the term loans going to be fully outstanding. Did I hear that correctly?

Yes, correct.

Okay. Thank you. And then just for your outlook, I know you mentioned that CAD would be below the dividend for some time. For the longer term, do you think you can eventually cover CAD with the existing portfolio or what is your outlook that you would need to acquire a company and I know you have plenty of liquidity to do so to eventually get CAD back to the dividend rate.

Yes, I think our intention is obviously to continue to grow the businesses we have. So I think there is expectation that the portfolio or the companies that are subsidiaries that we have would in time do that. However, recognizing with the proceeds from the CamelBak sale, the opportunity to redeploy those into cash flow generating subsidiaries help that pretty significantly but obviously there is never really – we don’t necessarily know the timing of that kind of when we deploy those proceeds, but once we do I think we are probably as a management team pretty confident that we will exceed cash flow available for distribution on an annualized basis.

Great. Thank you very much for answering my questions and congratulations on a great quarter.

Thank you.

Thanks.

[Operator Instructions] And our next question comes from the line of Brian Hogan with William Blair. Your line is now open.

Good morning.

Hi, Brian.

Good morning.

A question on Manitoba, you gave the sales growth rate of 44% and maybe it’s in the 10-K but did you actually give the dollar figure.

We did not gave.

Do you plan to? Can I have it?

Unfortunately, Ryan, this business from a SEC reporting standpoint was not what they deem to be significant. So we were not required to file historical financial statements. I think what you will see is as we publish our Q3 and Q4 results, we will put in pro forma prior year amounts and that will then help you as part of your modeling and such, but as of right now there is nothing that’s public but at the September 30 Q as well as yearend you will get more color there.

Right. That sounds good. Sales I think U.S. is a big opportunity. Can you remind me of the sales mix U.S., Canada and that’s driving some of the growth shift over more to the U.S.

Yeah. It’s roughly 50/50 although that mix is moving towards the U.S. and I would say as the year develops, we would expect there to be a heavier higher concentration going forward from the U.S. and from Canada just because we think that that’s such a more under saturated market.

Okay. And then the margins and the year-over-year growth of EBITDA, there is that – I would expect that would be lower because you are investing, but can you give us a sense of where those are at?

Yes. Gross margins are roughly flat year-over-year and we would expect that gross margins to hold kind of flat. I will say among some products, there can be some differences in gross margins, some of the ready-to-eat may have a slightly lower margin. But overall I don’t think that’s going to have a big impact. So we would look at flattish type gross margin. EBITDA margin we absolutely expect to come down and again that’s a function of investing significantly in market awareness predominantly in the U.S. because market awareness is so low, because we think it’s such a great opportunity and we think those sales and marketing dollars that we can invest here have tremendous return on investment. So we plan on initiating higher sales and marketing, driving higher revenue and then overtime we would expect our EBITDA margin not only to kind of revert back to what they’ve been historically but to even grow as you get leverage on that. I would think of that more of almost like a – they call like J curve right. It’s going to – that we think margins will dip in the near term and then a little ways that will start to stabilize and then pick up on the operating margin levels. But quarter-by-quarter, we think we will be able to give guidance here in terms of how we are thinking about margins and investment in this business but for the near term I would say for modeling expect EBITDA margins to come down.

Okay. Thanks for that. A question kind of broadly and a little more specifically on American Furniture Manufacturing, capacity constraints, do you have any constraints broadly and then last quarter you said American Furniture was operating at capacity and are you able to raise prices and what’s the capacity level there?

Yes. American Furniture given its growth rate is approaching some capacity issues that they have navigated to date by adding additional production lines to satisfy current levels of demand and for right now that has been sufficient. If they continue on this current level of growth, it is likely that they would be to consider additional capacity probably outside of their current footprint as after a couple of more alliances. So they are probably matched out the existing facility. So that’s something that we have our eyes on obviously and that will pay attention to. The good news is ramping up that type of production and acquiring access to a facility is not that hard. That’s something they’ve done in the past many years ago and something that if we need to do, we are very confident that the company will be able to do that. With respect to prices, this is a very difficult industry. I don’t know what exposure you had historically to the furniture industry but it is very much driven by price points at retail. So it’s very difficult not only for American Furniture but for others in the promotionally priced furniture industry to go to their customers and just simply raise prices whether its because raw material cost has gone up, whether its because demand has increased, because they are still driven by a price point at retail. And so we have had not as much success raising prices, not just now but over the course of our ownership than we probably would have hoped for when we additionally acquired the company due to the industry dynamics that I just described. I would say however given the capacity levels in the demand for the company’s products, they have done a really nice job of introducing new products, rotating out some SKUs that were less profitable, replacing them with newer SKUs that are more profitable. And so that’s one way that the company then working to you don’t grow with margin at a time when we don’t need like to see them be doing that given the level with the man for their products. So it’s not unfortunately unlike other industries were just given the demand levels, you can go and get price increases, it’s a lot harder to do in the furniture industry unfortunately.

And then across your other portfolio companies, any constraints in capacity?

None that come to mind, I don’t believe Elias has talked about the future plans or expansion at Manitoba Harvest in the out years. Interestingly liberty could be in the coming years depending on high levels of demand and the normalization in the European [indiscernible] growth and driving of category awareness, as well as brand awareness through international advertising programs but could potentially down the line you need to consider, so additional capacity. But on an year-term basis, I don’t think of anyone of our subsidiary companies that is facing capacity constraints that wouldn’t have their ability to achieve the growth plans that we have for them.

Okay. And then, one last one on and I kind of touched on it a little bit earlier, the pipeline, can you give a little bit of color there, like how competitive it is, I’ve seen a lot of deals picking up and then what areas?

Sure. I stated that we’re seeing a pickup in activity, but it’s hardly a robust market right now from middle market M&A. I think that we are seeing everything, we should see the measure that against third-party market data. So I’m very confident in our efforts to successful source opportunity. It has picked up which is nice and I think we are seeing opportunities across geographies, across our two verticals, and so it’s not as others, tilting in one way or the other, but the market does remain competitive as it’s been for years. The availability of capital from the debt standpoint, from cash on strategic acquirers balance sheet, cash at private equity firms available to the [indiscernible] there is a lot of available capital to support by buyout in middle market M&A activities and still the middle market remains competitive and that we don’t really see that changing anytime soon. So we don’t really give specific details about our pipeline, but what I can tell you is we continue to review a lot of exciting opportunity, but that funnel gets narrow really quick as you know and we will look at a lot of opportunities in excess of 500 a year and we will hopefully acquire one or two new subsidiaries per year. So I’m pleased our [indiscernible] level, I wish the market was a little bit more active, but it has picked up and hopefully we will be successful in deploying our capital, but as you’ve heard us say, over the years since we’ve been a public company, we are only going to do that in a disciplined manner and we are not going to get ahead of ourselves in deploying capital just for the sake of deploying it. We hope to have great opportunities, through up and downs this year, but if we don’t we’ve made some great acquisition this year, we have a lot to work on with our existing group of subsidiaries and we think we can generate some great growth from what we already own. But we do look forward to deploying our available capital, provided that we can get the right risk adjusted return for our shareholders.

Thank you.

Thank you.

Thank you.

Thank you. Our next question comes from the line of Leslie Van De Graff [ph] with Raymond James.

Good morning, guys.

Good morning..

Good morning.

So I just had a question about the CamelBak sale, so with that capital – then you talked about paying down the revolver. Is there any interest in a particular industry to go into? You are going to sit with the consumer products business, looking forward kind of a replacement investment or is it just whatever comes on the pipeline that you are interest in?

Yeah, I think very interested in both of our growth [indiscernible] and I – one of the things that we really resist giving is looking at our group of subsidiaries , having a situation like we just had with the great opportunistic divestiture CamelBak and then put on ourselves to try, can find a specific replacement. Because I think ultimately that can lead to some suboptimal decision-making. If you are trying to deploy specifically in a certain area, make no mistake, if an opportunity came to acquire what would be [indiscernible] referred to is CamelBak’s replacement at the right value with the right team and the right industry, we would love that, we would be tremendous. However, we are equally is excited about adding to a industrial group. Then I think that for us, again, it just comes down to where we think we can find good opportunity to deploy our capital in a way that we think can generate strong risk adjusted returns for our shareholders. So very excited about consumer, very excited about indisturial and hopefully we can be successful in both verticals. It’s always been a very difficult thing for us to predict where that activity is going to come from, but it’s – so we rae pursuing those and hopefully we will be successful there. So we are not really focused on specifically acquiring a certain type of company as a specific replacement for Camel.

Okay. Perfect, thank you.

Thank you.

Thank you.

Thank you and I’m showing no further questions at this time. I would like to turn the call back over to management for closing remarks.

I’d like to thank everyone again for joining us on today’s call and following the CODI, we look forward to sharing with you in the future.