Black Diamond, Inc. Announces Fourth Quarter And Full Year Financial Results
Forward Looking Statements
Certain statements included in this release are "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this release include the overall level of consumer spending on our products; general economic conditions and other factors affecting consumer confidence; disruption and volatility in the global capital and credit markets; the financial strength of the Company's customers; the Company's ability to implement its growth strategy; the Company's ability to successfully integrate and grow acquisitions; the Company's ability to maintain the strength and security of its information technology systems; stability of the Company's manufacturing facilities and foreign suppliers; the Company's ability to protect trademarks and other intellectual property rights; fluctuations in the price, availability and quality of raw materials and contracted products; foreign currency fluctuations; our ability to utilize our net operating loss carryforwards; and legal, regulatory, political and economic risks in international markets. More information on potential factors that could affect the Company's financial results is included from time to time in the Company's public reports filed with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
| BLACK DIAMOND, INC. | ||||
| CONSOLIDATED COMBINED STATEMENTS OF OPERATIONS | ||||
| (UNAUDITED) | ||||
| (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) | ||||
| THREE MONTHS | THREE MONTHS | |||
| ENDED | ENDED | |||
| Predecessor | ||||
| Consolidated | Company (Note 1) | Combined | ||
| December 31, 2010 | December 31, 2009 | December 31, 2009 | December 31, 2009 | |
| Sales | ||||
| Domestic sales | $ 14,880 | $ -- | $ 13,198 | $ 13,198 |
| International sales | 19,342 | -- | 13,385 | 13,385 |
| Net sales | 34,222 | -- | 26,583 | 26,583 |
| Cost of goods sold | 21,833 | -- | 16,399 | 16,399 |
| Gross profit | 12,389 | -- | 10,184 | 10,184 |
| Operating expenses | ||||
| Selling, general and administrative | 12,245 | 935 | 7,535 | 8,470 |
| Restructuring charge | 693 | -- | -- | -- |
| Merger and integration | 106 | -- | -- | -- |
| Transaction costs | -- | 1,581 | -- | 1,581 |
| Total operating expenses | 13,044 | 2,516 | 7,535 | 10,051 |
| Operating income (loss) | (655) | (2,516) | 2,649 | 133 |
| Other (expense) income | ||||
| Interest expense | (743) | -- | (178) | (178) |
| Interest income | 1 | 37 | (3) | 34 |
| Other, net | 479 | -- | (58) | (58) |
| Total other (expense) income, net | (263) | 37 | (239) | (202) |
| (Loss) income before income tax | (918) | (2,479) | 2,410 | (69) |
| (Benefit) income tax provision | (464) | (6) | 1,244 | 1,238 |
| Net (loss) income | $ (454) | $ (2,473) | $ 1,166 | $ (1,307) |
| (Loss) earnings per share attributable | ||||
| to stockholders: | ||||
| Basic (loss) earnings per share | $ (0.02) | $ (0.15) | ||
| Diluted (loss) earnings per share | $ (0.02) | $ (0.15) | ||
| Weighted average common shares | ||||
| outstanding for earnings per share: | ||||
| Basic | 21,831 | 16,867 | ||
| Diluted | 21,831 | 16,867 | ||
| Note 1: On May 28, 2010, we acquired Black Diamond Equipment, Ltd. ("Black Diamond Equipment") and Gregory Mountain Products, Inc. ("Gregory"). Because the Company had no operations at the time of our acquisition of Black Diamond Equipment, Black Diamond Equipment is considered to be our predecessor company (the "Predecessor" or the "Predecessor Company") for financial reporting purposes. The Predecessor does not include Gregory. | ||||
| BLACK DIAMOND, INC. | ||||||
| CONSOLIDATED COMBINED STATEMENTS OF OPERATIONS | ||||||
| (UNAUDITED) | ||||||
| (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) | ||||||
| TWELVE MONTHS ENDED | FIVE MONTHS ENDED | TWELVE MONTHS ENDED | TWELVE MONTHS ENDED | |||
| Predecessor | Predecessor | |||||
| Company (Note 1) | Combined | Company (Note 1) | Combined | |||
| December 31, 2010 | May 28, 2010 | December 31, 2010 | December 31, 2009 | December 31, 2009 | December 31, 2009 | |
| Sales | ||||||
| Domestic sales | $ 32,972 | $ 15,751 | $ 48,723 | $ -- | $ 40,492 | $ 40,492 |
| International sales | 42,940 | 19,192 | 62,132 | -- | 47,653 | 47,653 |
| Net sales | 75,912 | 34,943 | 110,855 | -- | 88,145 | 88,145 |
| Cost of goods sold | 52,180 | 21,165 | 73,345 | -- | 55,127 | 55,127 |
| Gross profit | 23,732 | 13,778 | 37,510 | -- | 33,018 | 33,018 |
| Operating expenses | ||||||
| Selling, general and administrative | 31,208 | 12,138 | 43,346 | 3,939 | 26,524 | 30,463 |
| Restructuring charge | 2,842 | -- | 2,842 | -- | -- | -- |
| Merger and integration | 974 | -- | 974 | -- | -- | -- |
| Transaction costs | 5,075 | -- | 5,075 | 1,613 | -- | 1,613 |
| Total operating expenses | 40,099 | 12,138 | 52,237 | 5,552 | 26,524 | 32,076 |
| Operating income (loss) | (16,367) | 1,640 | (14,727) | (5,552) | 6,494 | 942 |
| Other (expense) income | ||||||
| Interest expense | (1,723) | (165) | (1,888) | -- | (994) | (994) |
| Interest income | 46 | 3 | 49 | 701 | -- | 701 |
| Other, net | (995) | 1,803 | 808 | -- | 311 | 311 |
| Total other (expense) income, net | (2,672) | 1,641 | (1,031) | 701 | (683) | 18 |
| (Loss) income before income tax | (19,039) | 3,281 | (15,758) | (4,851) | 5,811 | 960 |
| (Benefit) income tax provision | (70,229) | 966 | (69,263) | (6) | 1,868 | 1,862 |
| Net income (loss) | $ 51,190 | $ 2,315 | $ 53,505 | $ (4,845) | $ 3,943 | $ (902) |
| Earnings (loss) per share attributable | ||||||
| to stockholders: | ||||||
| Basic earnings (loss) per share | $ 2.58 | $ (0.29) | ||||
| Diluted earnings (loss) per share | $ 2.56 | $ (0.29) | ||||
| Weighted average common shares | ||||||
| outstanding for earnings per share: | ||||||
| Basic | 19,815 | 16,867 | ||||
| Diluted | 20,022 | 16,867 | ||||
|
Note 1: On May 28, 2010, we acquired Black Diamond Equipment, Ltd. ("Black Diamond Equipment") and Gregory Mountain Products, Inc. ("Gregory"). Because the Company had no operations at the time of our acquisition of Black Diamond Equipment, Black Diamond Equipment is considered to be our predecessor company (the "Predecessor" or the "Predecessor Company") for financial reporting purposes. The Predecessor does not include Gregory. |
||||||
| RECONCILIATION FROM CONSOLIDATED SALES AND GROSS PROFIT TO PRO FORMA SALES | |||
| AND PRO FORMA ADJUSTED GROSS PROFIT AND PRO FORMA ADJUSTED GROSS MARGIN | |||
| THREE MONTHS ENDED | |||
| December 31, 2010 | December 31, 2009 | ||
| Consolidated sales as reported | $ -- | ||
| Sales for Predecessor three months ended 12/31/09 | 26,583 | ||
| Combined sales | 26,583 | ||
| Sales for Gregory three months ended 12/31/09 | 3,531 | ||
| Consolidated sales as reported | $ 34,222 | Pro forma sales | $ 30,114 |
| Sales growth | 13.6% | ||
| TWELVE MONTHS ENDED | |||
| December 31, 2010 | December 31, 2009 | ||
| Consolidated sales as reported | $ 75,912 | Consolidated sales as reported | $ -- |
| Sales for Predecessor five months ended 5/28/10 | 34,943 | Sales for Predecessor twelve months ended 12/31/09 | 88,145 |
| Combined sales | 110,855 | Combined sales | 88,145 |
| Sales for Gregory five months ended 5/28/10 | 14,161 | Sales for Gregory twelve months ended 12/31/09 | 25,354 |
| Pro forma sales | $ 125,016 | Pro forma sales | $ 113,499 |
| Pro forma sales growth | 10.1% | ||
| RECONCILIATION FROM CONSOLIDATED SALES AND GROSS PROFIT TO PRO FORMA SALES | |||
| AND PRO FORMA ADJUSTED GROSS PROFIT AND PRO FORMA ADJUSTED GROSS MARGIN | |||
| THREE MONTHS ENDED | |||
| December 31, 2010 | December 31, 2009 | ||
| Consolidated gross profit as reported | $ 12,389 | Consolidated gross profit as reported | $ -- |
| Gross profit for Predecessor three months ended 12/31/09 | 10,184 | ||
| Combined gross profit | 10,184 | ||
| Plus inventory fair value of purchase accounting | 676 | Plus inventory fair value of purchase accounting | -- |
| Combined adjusted gross profit | 10,184 | ||
| Gross profit for Gregory three months ended 12/31/09 | 1,204 | ||
| Adjusted gross profit | $ 13,065 | Proforma adjusted gross profit | $ 11,388 |
| Gross margin | 36.2% | Combined gross margin | 38.3% |
| Combined adjusted gross margin | 38.3% | ||
| Adjusted gross margin | 38.2% | Proforma adjusted gross margin | 37.8% |
| TWELVE MONTHS ENDED | |||
| December 31, 2010 | December 31, 2009 | ||
| Consolidated gross profit as reported | $ 23,732 | Consolidated gross profit as reported | $ -- |
| Gross profit for Predecessor five months ended 5/28/10 | 13,778 | Gross profit for Predecessor twelve months ended 12/31/09 | 33,018 |
| Combined gross profit | 37,510 | Combined gross profit | 33,018 |
| Plus inventory fair value of purchase accounting | 4,997 | Plus inventory fair value of purchase accounting | -- |
| Combined adjusted gross profit | 42,507 | Combined adjusted gross profit | 33,018 |
| Gross profit for Gregory five months ended 5/28/10 | 5,798 | Gross profit for Gregory twelve months ended 12/31/09 | 10,240 |
| Proforma adjusted gross profit | $ 48,305 | Proforma adjusted gross profit | $ 43,258 |
| Combined gross margin | 33.8% | Combined gross margin | 37.5% |
| Combined adjusted gross margin | 38.3% | Combined adjusted gross margin | 37.5% |
| Proforma adjusted gross margin | 38.6% | Proforma adjusted gross margin | 38.1% |
| RECONCILIATION FROM NET INCOME TO NET INCOME BEFORE NON-CASH ITEMS, ADJUSTED | ||||||
| NET INCOME BEFORE NON-CASH ITEMS AND RELATED EARNINGS PER SHARE | ||||||
| (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) | ||||||
| THREE MONTHS | THREE MONTHS | |||||
| ENDED | ENDED | |||||
| Predecessor | ||||||
| Consolidated | Company (Note 1) | Combined | ||||
| December 31, 2010 | Per Share Diluted | December 31, 2009 | December 31, 2009 | December 31, 2009 | Per Share Diluted | |
| Net income (loss) | $ (454) | $ (0.02) | $ (2,473) | $ 1,166 | $ (1,307) | $ (0.08) |
| Amortization of intangibles | 333 | 0.02 | -- | -- | -- | -- |
| Depreciation | 762 | 0.03 | 82 | 570 | 652 | 0.04 |
| Accretion of note discount | 260 | 0.01 | -- | 9 | 9 | 0.00 |
| Amortization of discount on securities | -- | -- | (14) | -- | (14) | (0.00) |
| Non-cash equity compensation | 686 | 0.03 | 119 | 25 | 144 | 0.01 |
| Non-cash mark-to-market adjustment of foreign currency contracts | (505) | (0.02) | -- | (76) | (76) | (0.00) |
| Non-cash write off of inventory step up | 676 | 0.03 | -- | -- | -- | -- |
| GAAP tax provision/(benefit) | (464) | (0.02) | (6) | 1,244 | 1,238 | 0.07 |
| Cash income taxes | (68) | (0.00) | -- | (648) | (648) | (0.04) |
| Net income (loss) before non-cash items | $ 1,226 | $ 0.06 | $ (2,292) | $ 2,290 | $ (2) | $ (0.00) |
| Transaction costs | -- | -- | 1,581 | -- | 1,581 | 0.09 |
| Restructuring charge | 693 | 0.03 | -- | -- | -- | -- |
| Merger and integration | 106 | 0.00 | -- | -- | -- | -- |
| State cash taxes on adjustments | (40) | (0.00) | (79) | -- | (79) | (0.00) |
| AMT cash taxes on adjustments | (15) | (0.00) | (30) | -- | (30) | (0.00) |
| Adjusted net income (loss) before non-cash items | $ 1,970 | $ 0.09 | $ (820) | $ 2,290 | $ 1,470 | $ 0.09 |
| Note 1: On May 28, 2010, we acquired Black Diamond Equipment, Ltd. ("Black Diamond Equipment ") and Gregory Mountain Products, Inc. ("Gregory"). Because the Company had no operations at the time of our acquisition of Black Diamond Equipment, Black Diamond Equipment is considered to be our predecessor company (the "Predecessor" or the "Predecessor Company") for financial reporting purposes. The Predecessor does not include Gregory | ||||||
| RECONCILIATION FROM NET INCOME TO NET INCOME BEFORE NON-CASH ITEMS, ADJUSTED | ||||||||
| NET INCOME BEFORE NON-CASH ITEMS AND RELATED EARNINGS PER SHARE | ||||||||
| (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) | ||||||||
| TWELVE MONTHS | FIVE MONTHS | TWELVE MONTHS | TWELVE MONTHS | |||||
| ENDED | ENDED | ENDED | ENDED | |||||
| Predecessor | Predecessor | |||||||
| Company (Note 1) | Combined | Per Share Diluted | Company (Note 1) | Combined December 31, 2009 | Per Share Diluted | |||
| December 31, 2010 | May 28, 2010 | December 31, 2010 | December 31, 2009 | December 31, 2009 | ||||
| Net (loss) income | $ 51,190 | $ 2,315 | $ 53,505 | $ 2.67 | $ (4,845) | $ 3,943 | $ (902) | $ (0.05) |
| Amortization of intangibles | 776 | 2 | 778 | 0.04 | -- | -- | -- | -- |
| Depreciation | 1,933 | 865 | 2,798 | 0.14 | 342 | 2,254 | 2,596 | 0.15 |
| Accretion of note discount | 596 | 17 | 613 | 0.03 | -- | 19 | 19 | 0.00 |
| Amortization of discount on securities | -- | -- | -- | -- | (466) | -- | (466) | (0.03) |
| Non-cash equity compensation | 5,109 | 375 | 5,484 | 0.27 | 490 | 69 | 559 | 0.03 |
| Non-cash mark-to-market adjustment of foreign currency contracts | (871) | (515) | (1,386) | (0.07) | -- | 94 | 94 | 0.01 |
| Non-cash write off of inventory step up | 4,997 | -- | 4,997 | 0.25 | -- | -- | -- | -- |
| GAAP tax provision/(benefit) | (70,229) | 966 | (69,263) | (3.46) | (6) | 1,868 | 1,862 | 0.11 |
| Cash income taxes | (1,239) | (596) | (1,835) | (0.09) | -- | (1,584) | (1,584) | (0.09) |
| Net income (loss) before non-cash items | $ (7,738) | $ 3,429 | $ (4,309) | $ (0.22) | $ (4,485) | $ 6,663 | $ 2,178 | $ 0.13 |
| Transaction costs | 5,075 | -- | 5,075 | 0.25 | 1,613 | -- | 1,613 | 0.10 |
| Restructuring charge | 2,842 | -- | 2,842 | 0.14 | -- | -- | -- | -- |
| Merger and integration | 974 | -- | 974 | 0.05 | -- | -- | -- | -- |
| State cash taxes on adjustments | (445) | -- | (445) | (0.02) | (81) | -- | (81) | (0.00) |
| AMT cash taxes on adjustments | (169) | -- | (169) | (0.01) | (31) | -- | (31) | (0.00) |
| Adjusted net income (loss) before non-cash items | $ 539 | $ 3,429 | $ 3,968 | $ 0.20 | $ (2,984) | $ 6,663 | $ 3,679 | $ 0.22 |
| Note 1: On May 28, 2010, we acquired Black Diamond Equipment, Ltd. ("Black Diamond Equipment") and Gregory Mountain Products, Inc. ("Gregory"). Because the Company had no operations at the time of our acquisition of Black Diamond Equipment, Black Diamond Equipment is considered to be our predecessor company (the "Predecessor" or the "Predecessor Company") for financial reporting purposes. The Predecessor does not include Gregory. | ||||||||
| RECONCILIATION FROM COMBINED NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES, ADJUSTED | ||||||||||||
| NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES, AND ADJUSTED FREE CASH FLOWS | ||||||||||||
| (IN THOUSANDS) | ||||||||||||
| TWELVE MONTHS ENDED | FIVE MONTHS ENDED | TWELVE MONTHS ENDED | TWELVE MONTHS ENDED | |||||||||
| December 31, 2010 | Predecessor Company (Note 1) May 28, 2010 | Combined December 31, 2010 | December 31, 2009 | Predecessor Company (Note 1) December 31, 2009 | Combined December 31, 2009 | |||||||
| Net cash (used in) provided by operating activities | $ (13,751) | $ 7,412 | $ (6,339) | $ (3,652) | $ 6,909 | $ 3,257 | ||||||
| Transaction costs | 5,075 | -- | 5,075 | 1,613 | -- | 1,613 | ||||||
| Step up value of inventory sold | 4,997 | -- | 4,997 | -- | -- | -- | ||||||
| Transition costs | 1,061 | -- | 1,061 | -- | -- | -- | ||||||
| Lease indemnity payments | 1,295 | -- | 1,295 | -- | -- | -- | ||||||
| Merger and integration charges | 974 | -- | 974 | -- | -- | -- | ||||||
| Adjusted cash (used in) provided by operating activities | (349) | 7,412 | 7,063 | (2,039) | 6,909 | 4,870 | ||||||
| Capital expenditures | (2,086) | (788) | (2,874) | (7) | (3,303) | (3,310) | ||||||
| Adjusted free cash flows (used) provided | $ (2,435) | $ 6,624 | $ 4,189 | $ (2,046) | $ 3,606 | $ 1,560 | ||||||
| Note 1: On May 28, 2010, we acquired Black Diamond Equipment, Ltd. ("Black Diamond Equipment") and Gregory Mountain Products, Inc. ("Gregory"). Because the Company had no operations at the time of our acquisition of Black Diamond Equipment, Black Diamond Equipment is considered to be our predecessor company (the "Predecessor" or the "Predecessor Company") for financial reporting purposes. The Predecessor does not include Gregory. | ||||||||||||
| RECONCILIATION FROM CONSOLIDATED NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES, ADJUSTED | |
| NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES, AND ADJUSTED FREE CASH FLOWS | |
| (IN THOUSANDS) | |
| THREE MONTHS ENDED | |
| December 31, 2010 | |
| Net cash provided by (used in) operating activities | $ 6,878 |
| Transaction costs | -- |
| Step up value of inventory sold | 676 |
| Transition costs | -- |
| Lease indemnity payments | -- |
| Merger and integration charges | 106 |
| Adjusted cash (used in) provided by operating activities | 7,660 |
| Capital expenditures | (1,325) |
| Adjusted free cash flows (used) provided | $ 6,335 |
CONTACT: COMPANY CONTACTS:
Warren B. Kanders
Executive Chairman
203-428-2000
warren.kanders@bdel.com
Peter Metcalf
President and Chief Executive Officer
801-278-5552
peter.metcalf@bdel.com
INVESTOR RELATIONS CONTACT:
ICR, Inc.
James Palczynski
Principal and Director
203-682-8229
jp@icrinc.com
MEDIA RELATIONS CONTACTS:
ICR, Inc.
James McCusker
Vice President
203-682-8245
James.McCusker@icrinc.com
ICR, Inc.
Bo Park
Managing Director
917-596-4353
bo.park@icrinc.com
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