Compass Diversified Holdings (CODI) 2014 Q1 法說會逐字稿

Good day, ladies and gentlemen, and welcome to your Compass Diversified Holdings Q1 2014 earnings conference call. At this time, all participants will be in a listen-only mode. Later, there will be a chance to ask questions, and instructions will be given at that time. (Operator Instructions)

And as a reminder, today's conference is being recorded.

And now I'd like to turn the conference over to your host, Michael Cimini from IGB Group.

Thank you, and welcome to Compass Diversified Holding's first quarter 2014 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 would like to point out that the Q1 press release including the financial tables 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 I will 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 believed, 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 factors discussion in the Form 10-K as filed with the Securities & Exchange Commission for the year ended December 31, 2013, as well as in other SEC filings.

In particular, the domestic and global economic environment has a significant impact on our subsidiary companies. 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 first quarter 2014 earnings conference call.

We are pleased to report first quarter results that exceeded management's expectations. For the three months ended March 31, 2014, CODI generated cash flow available for distribution and reinvestment which we refer to as cash flow or CAD of $14.6 million. Overall, we continue to benefit from the operational and financial strength of our leading middle-market businesses.

During the quarter, we generated predictable and strong free cash flow across both our niche industrial businesses and our branded products businesses. As we stated in our previous call, Fox is no longer included in our calculation of cash flow following the successful completion of the Company's August 2013 IPO in which CODI generated debt and equity proceeds totaling approximately $142.4 million. Fox's results, however, will continue to be consolidated with the results of our other subsidiaries until our ownership percentage drops below a controlling interest.

For the first quarter, we paid a cash distribution of $0.36 per share representing a current yield of approximately 7.9%. Since going public in May of 2006, CODI has paid cumulative distributions of approximately $10.68 per share. Although our cash flow per share has been reduced to a level below our current distribution per share following the IPO by Fox, which we expected, our strong liquidity position provides for the continuity of CODI's current distribution as determined by our Board.

And as a reminder, we have realized gains to date of more than $270 million from the monetization of our interest in CODI subsidiaries including Fox, which have never been included in our calculation of CAD.

Going forward, we will maintain our focus on leveraging CODI's significant liquidity and conservative balance sheet to deliver a steady stream of cash distributions and drive future performance. Specifically, we will continue to invest in high return, organic growth initiatives at our existing family of businesses. We are excited by the prospects of new product offerings, for example, at ERGObaby, CamelBak, Tridien, and AFM, which underscore the innovative capabilities of our niche market leaders and enhance their long-term growth potential.

In addition to these efforts, we will continue to work closely with subsidiary management to maintain efficient cost structures and increase operating leverage. Complementing our organic growth initiatives, we remain dedicated to pursuing attractive platform and add-on acquisitions that create significant value for our owners.

Competition among acquires of middle market businesses remains robust due to well-capitalized buyers seeking to deploy their capital combined with the availability of low-cost debt financing to support those buyers. Although prices remain competitive, we have experienced an increase in deal flow for higher-quality companies since the end of last year and are cautiously optimistic that this deal flow will continue to increase during the remainder of the year.

We have already demonstrated that we will maintain our disciplined approach and appreciate the patience of our shareholders as we seek to acquire companies with a real reason to exist under favorable terms and valuations that are accretive to cash flow.

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. As Alan mentioned, these businesses continue to generate strong and predicable free cash flow. We are pleased to have produced combined revenue growth of approximately 5% during the first quarter of 2014 as compared to the year earlier period representing the fourth consecutive quarter our niche industrial businesses reported year-over-year top line growth.

EBITDA on a combined basis was the same year-over-year, however, and the combined EBITDA margin declined to 12.8% for the quarter ended March 31, 2014 from 13.3% for the quarter ended March 31, 2014.

Advanced Circuits posted first quarter results that met our expectations. While the Company's financial results declined as compared to the year earlier period, revenue on a sequential basis was flat and EBITDA for the first quarter increased approximately 5% from the fourth quarter of 2013. We continue to experience growth in our assembly business while demand for the Company's core quick-turn production services remains relatively stable.

Arnold Magnetic performed roughly in line with our expectations in the first quarter producing both revenue and EBITDA comparable to the first quarter of 2013. We remain focused on increasing Arnold's global market share by leveraging its superior reputation for providing engineered magnetic solutions across a wide range of specialty applications and end markets while pursuing attractive opportunities to consolidate the industry.

At Tridien, revenue increased year-over-year by approximately 9% while EBITDA increased approximately 2%. On a sequential basis, EBITDA increased approximately 18%. By bringing new, innovative products to market that meet the increasing needs of industry, we intend to strengthen the Company's diverse and scalable platform of leading medical support services and enhance Tridien's future growth prospects.

Finally at AFM, this business continues to exceed our expectations as revenue in the first quarter increased 13% compared to the year earlier period representing the third consecutive quarter that sales have posted double digit growth on a year-over-year basis and the fifth consecutive quarter that sales have increased year-over-year.

In addition to AFM's positive sales momentum, EBITDA in the first quarter nearly doubled as compared to the year earlier period. We are encouraged by the steady progress this business has achieved improving its operations as we maintain our focus on expanding customer penetration levels while preserving an efficient cost structure. As a reminder, AFM experiences seasonality in this business and Q1 is typically the quarter it experiences the highest earnings.

Next I will turn to our branded products businesses. First quarter revenue on a combined basis was the same as compared to the year earlier period. However, EBITDA decreased approximately 13.5% and the combined EBITDA margin declined to 18.4% for the quarter ended March 31, 2014 from 21.2% for the quarter ended March 31, 2013 for these four subsidiaries on a combined basis.

Sequentially, the combined revenue for our branded products businesses increased approximately 2%. In addition, EBITDA on a combined basis for the first quarter of 2014 rose approximately 8% and the EBITDA margin increased 100 basis points as compared to the fourth quarter of 2013.

For the first quarter, ERGObaby delivered another strong performance in terms of both sales and profitability posting revenue and EBITDA growth of approximately 21% and 42%, respectively. Including Q1, this business has now posted double digit earnings growth on a year-over-year basis for six out of the past seven quarters.

During the first quarter, ERGObaby continued to experience strong momentum and demand for its premium juvenile mobility products and launched a number of new products. Additionally, due to a timing shift, ERGObaby generated very strong sales to its international distributors in the first quarter. While we continue to increase sales through the international channel, sales in the first quarter were higher than what we expect on an ongoing quarterly basis for the remainder of the year.

At Liberty, this business posted first quarter results that were consistent with our expectations. Demand for the Company's premium gun and home safes began softening towards the end of last year contributing to a decline in both revenue and EBITDA of approximately 3% and 28%, respectively, for the first quarter of 2014 versus the year earlier period.

As a result of Liberty's lower manufacturing volume in the first quarter relative to the prior year, they experienced manufacturing inefficiencies which impacted margins. As we stated on our previous call, Liberty experienced unprecedented growth in 2013, and while macro trends remain favorable, we expect revenues to return to more normalized levels in 2014.

At Fox, revenue increased year-over-year by approximately 2% and EBITDA declined 13%. As Alan mentioned earlier, Fox's results will continue to be consolidated with the results of our other subsidiaries until CODI's ownership percentages drops below a controlling interest.

And lastly, CamelBak met our expectations in the first quarter. As expected, the year-over-year comparison for the quarter was adversely affected by the fulfillment of a contract with the U.S. Marine Corps that was completed in the first quarter of 2013. The year-over-year revenue impact related to the Marine Corps contract was approximately $6 million, which accounts for a majority of the approximately 9% revenue decline for the first quarter.

On a sequential basis, revenue for the first quarter increased over 38% as compared to the fourth quarter of 2013. Additionally, while EBITDA for the first quarter declined year-over-year by approximately 25%, we recorded a sequential increase in EBITDA of over 85%. We continue to be optimistic about the prospects of CamelBak as they develop and bring to market innovative personal hydration solutions that promote environmental conservation.

I would now like to turn the call over to Ryan to add his comments on our financial results.

Thank you, Elias. Today I will discuss our consolidated financial results for the quarter ended March 31, 2014. On a consolidated basis, revenue for the quarter ended March 31, 2014 was $246 million as compared to $241.6 million for the prior year period. This year-over-year increase was mainly attributable to meaningful revenue growth at ERGObaby and AFM, partially offset by the decrease in revenue at CamelBak.

Net income for the quarter was $7.4 million as compared to net income of $3.6 million in the year earlier period. For the quarter ended March 31, 2014, we recorded lower interest expense of approximately $800,000 as compared to the prior year period offset by higher selling, general, and administrative expense primarily at Fox due to its acquisition of Sport Truck.

In addition, for the prior year quarter, we recorded expense of $6.4 million related to CODI's supplemental [foot] agreement, which was terminated in July 2013.

Cash flow for the quarter ended March 31, 2014 was $14.6 million as compared to $20.8 million for the prior year period. Cash flow for the first quarter of 2014 reflects year-over-year growth in our ERGObaby and AFM subsidiary businesses offset by the lower results of CamelBak as well as the adverse impact on cash flow from the IPO of Fox.

Turning now to the balance sheet, we had $86.6 million in cash and cash equivalents and net working capital of $276.2 million as of March 31, 2014. We also had $279 million outstanding on our term debt facility and no borrowings outstanding on our revolving credit facility as of March 31, 2014 as well as no significant debt maturities until 2017.

In addition, we had borrowing availability of $318 million under our revolving credit facility at March 31, 2014. This previous debt information excludes the Fox credit facility. During the first quarter of 2014, we incurred $3.1 million of maintenance capital expenditures as compared to maintenance CapEx of $2.3 million for the prior year period. Although maintenance CapEx increased year-over-year, we came in below expected spend by $1.3 million during the quarter due to the timing of certain expenditures on a consolidated basis which are expected to take effect later this year.

For the full year 2014, we remain on track to incur maintenance CapEx between $10 million and $12 million excluding Fox as we continue to invest in the long-term health of our subsidiaries. We also incurred $500,000 of growth CapEx during the first quarter as compared to growth CapEx of $1 million in the prior year period.

For 2014, we anticipate growth capital expenditures between $5 million and $7 million primarily for our initiatives at our CamelBak and Liberty subsidiaries. This growth CapEx range also excludes Fox.

I will now turn the call back over to Alan.

Thank you, Ryan. We are pleased by our strong start to 2014. The steady performance across our family of niche leading businesses combined with our substantial liquidity bodes well for CODI's future prospects.

Our focus remains on taking advantage of both organic and acquisition related growth opportunities that drive long-term shareholder value while providing stable and attractive cash distributions as we have consistently done throughout our eight year history as a public company.

This concludes our opening remarks. We will be happy to take any questions you may have. Operator, please open the phone lines.

(Operator Instructions)

Larry Solow, CJS Securities.

Thanks. Good morning, guys.

Good morning.

Just wondering if you could just give us sort of the general broad brush on how the economy's looking, trends over the last few months, and how it might relate to your subsidiaries.

I think it's easier for us to answer that question in the context of our subsidiaries as opposed to making a broader comment about the economy, but I think, Larry, that we've seen a pretty stable economy for our subsidiary companies with an environment that is -- I wouldn't call it robust or exceedingly hot, so to speak, but at the same time very steady and stable with good opportunities and one that we feel good about in the context of our Company's ability to perform well throughout the balance of 2014.

Okay. Great. Just a couple of company-specific questions. Just on CamelBak, being now that it's your largest holding, it's been probably the one sore thumb or the one holding that hasn't done so great in the last couple of years more or less macro than anything else, but what's your outlook there and do you think you can get sort of get some rebound on the commercial side as you look out into 2014 and 2015?

Yes, I think CamelBak is well positioned to continue its growth. Again, the results of the last couple of years as we talked about are impacted by the one-time nature of the Marine Corps contract that we've referenced but when you eliminate that from the Company's performance, we think that they continue to do quite well on the recreational side of the business. The military side of the business, as I think we talked about even going back as early as when we acquired the business, is experiencing some of the headwinds that we anticipated with the reduction in troop deployment.

That being said, it's still a nice piece of business and one that will continue to support the Company's cash flow, but on the recreational side of the business, they're seeing good performance in this first quarter and anticipated strong performance over the balance of the year. Furthermore, the introduction of new products we believe will help CamelBak both expand its presence in the current markets that it serves as well as hopefully penetrate new markets.

On our last call, we referenced the introduction of their relay filtration pitcher. Larry, I think you actually were the one that even noticed that and hopefully you own one by now, but it's a great new product that we think will provide [entry] into more of the home channel for CamelBak and should be a brand expander and a product that we have high hopes for moving forward.

And CamelBak also continues, as you would expect, in all of our consumer-oriented businesses to develop and strive to the introduction of even more new products. So we think the Company is positioned well to achieve the growth objectives we have for the business going forward. So, we're really excited about it.

Excellent, and just last on ERGObaby. [Had] some very nice numbers last 1.5 to 2 years, sounds like maybe the double digit growth on the top line isn't quite sustainable. What do you think is sort of a good number to use, and maybe you could just give us a brief one minute or two minutes on some of the new, exciting products. Thanks.

Well, I don't know that we're going to give you a specific number, Larry, and Elias will comment on some of the exciting things going on at ERGObaby, but I think what you'll find, and Elias will elaborate, is that the growth prospects for ERGObaby are excellent, and I think that the results that they've achieved recently are ones that I think are such that we are obviously excited about it and think that there's reason for continued excitement in terms of ERGObaby's future growth. But I'll let Elias comment a bit more about some of the specifics going on there.

Great.

Yes, so, Larry, as Alan mentioned, not getting specifics on growth, I would say we still view this as having very strong growth prospects and amongst our portfolio, this would be in the higher category of growth companies as we look out into the future. And in terms of new products, the Company has had a push into expanding the line that we have and the assortment that we have. Recently, we came out with our new G3 stroller line, which is part of the Orbit stroller line. It's been a very successful launch that happened in the first quarter. We've also come out with a forward-facing carrier now which actually is four positions so that -- it's called the 360. It can be both inward and outward facing. That's also come out to great applause to the baby wearing community. We've come out with a new baby wrap and so there's been a number of products in addition to -- those are major categories that we've come into in addition to the natural kind of colors and other things that we're doing kind of for spring and fall.

So we feel very good that the Company's momentum is strong both with domestic distribution, which continues to be broadened, international distribution, which we continue to broaden that as well, and then on top of that, we're getting more SKU assortment and this is all innovative products, so it's coming out to a lot of good press, as I said. So we're very excited about the prospects for this Company going forward.

Great. Thanks a lot.

Troy Ward, KBW.

Great. Thank you, and good morning, gentlemen. Alan, can you speak a minute on some color on the military spend. Obviously, this is something that with the sequester and as you've talked about the troop drawdowns, do you look at it -- if you think about CamelBak or you think about Advanced Circuits, is there some pent up demand there that you still anticipate will come from future into sales maybe in AC or do you think that that channel is just kind of permanently at a lower level going forward?

I think it's our belief that -- I think you alluded to it. I think with Advanced Circuits we believe that there's just been a bit of a grinding halt in many aspects as it relates to the business that they would quote on that is defense related that has been impacted by the sequester. So I don't believe that we would think that the Advanced Circuits business would be permanently at a lower level with respect to those types of opportunities. And so -- and we're very confident that we haven't lost market share in that segment of our business but hope that over time that business will come back. Predicting when that's going to occur is very tough for us.

On the CamelBak side, I think it's a bit less relevant in terms of pent up demand. I think that because most of their business is really not Department of Defense or even sequester driven, I think it's more driven by troop deployment levels than anything. So I think as troop deployment levels continue to come down or stabilize at a certain level, I think CamelBak's military business will perform in accordance with that level of military staffing. Should those troop levels increase or another conflict were to develop that led to deployment, I think that we would expect CamelBak's military business to increase accordingly, but I don't think the kind of ongoing development or coming out of sequester is really an impact that will be felt by CamelBak in any material way.

Elias, would you add anything to the Advanced Circuits comment as it relates to business related to the sequester?

No. I think you adequately described it.

Okay. Thanks.

And then, Alan, on the international side, it looks like CamelBak with regard to military, how big a channel -- how much penetration have you had in that channel and what type -- what are the opportunities for meaningful penetration there?

(Inaudible) [and they] pursued some of those opportunities but I don't anticipate international military to be a driver of CamelBak's future business. That being said, international rec business is something that CamelBak is very excited about and continues to pursue and see some successes there that we think will be more meaningful over the long term. So I do believe that CamelBak has international opportunities that they continue to work very hard on pursuing, but I don't believe that the military side of the international business will be a material piece of their business going forward.

Okay, that's good color. Thanks. And then can you speak a little bit on the Tridien product rollout? Obviously, that's something that we've anticipated for probably 12 to 18 months. Just an update on how that product rollout's going and how the new products are being received and kind of what you think from that business in the remainder of 2014.

Sure. Elias will comment on that for you.

Yes, so I think as you saw in the numbers in fourth quarter of last year and in the first quarter of this year, we're starting to experience an accelerating revenue growth. I think a lot of that is due to some of the new products that we're rolling out with some of our OEM partners. So far, that's being well received by the marketplace and we go through OEM partners so we don't have as much direct dialogue with the end customer of the product, but these are products that definitely meet current needs and are giving a [tail wind] to that business. I think in general the overall landscape for that business, we think it is a continuing kind of steady growth business. It is being impacted negatively and has been over the last couple of years by the implementation of the new healthcare law, and that's just due to reduced spending that's occurring as a lot of the providers, the [end] providers are trying to figure out what their cost structure's going to be and adding more people into the healthcare system and what their reimbursement levels are.

Ultimately, we think that will reverse and turn into a [tail wind]. These are products that are driven by usage and as you have greater numbers of usage driven by the healthcare law as well as the demographic changes that we've talked about which continue to be the obesity trends in America and the aging trends in America, all of that we think for the longer term bodes really well for this business and we're very pleased that with some of the new products and new OEM partners that we've been launching with that even through a period of uncertainty we've been able to grow revenue kind of mid-single digit.

Okay. Great, and then one final one, Alan. If you could speak a little bit on what you're seeing in the middle market for new M&A ideas, how are you seeing trends? Are you seeing pricing or structures be kind of the big drawback to get a deal done or are you just -- are you seeing higher valuations from the sellers or are you starting to kind of meet in the middle and just some overall color on what you're seeing on potential new acquisitions, it'd be helpful.

Sure. We -- as I mentioned in some of the opening remarks, deal flow is increased relative to last year for sure, so we've seen good improvement in deal flow and arguably more importantly the improvement in high quality opportunities. So we feel really good about that. I think the challenge remains as it's been for some time is valuation and valuation levels just remain robust. And I think that it's -- so it's a similar story to what we've discussed over the last several quarters, if not longer. I don't think structurally there's been any challenges as it relates to structure and I don't think that there's a development where sellers are lowering their expectations. I think there's just too much -- there's a lot of capital out there, both equity capital as well as debt and support of that equity to help sustain high prices obviously in a low interest rate environment.

And so I think it's really just a function of us finding the right balance of opportunity when weighed against valuation and trying to optimize that situation. So, again, great opportunities. We're busy looking at them. Things we're excited about. Certainly some things we've been priced out of, which isn't entirely surprising but we hope to find, again, the right blend of opportunity and valuation and when we find those opportunities, we look forward to being as aggressive as we can in the context of also being responsible deployers of capital.

Great. Thanks, guys.

You bet. Thank you.

(Operator Instructions)

Fin O'Shea, Raymond James.

Hi, guys. Good morning. Thanks. We talked about most of these businesses so far. Looking at American Furniture, that's obviously picking up some momentum there. Can you talk about how much of that is turnaround efforts, what you're doing versus the economy, and maybe a little bit about what we can expect?

Sure. I think at American Furniture, the management team there continues to do an excellent job of getting the business back on track as evidenced by their performance. I think in the segment of the furniture industry in which they operate, which is the promotionally priced furniture segment, there really hasn't been much, if any, of an economic rebound as we've come out of recession due to the ultimate consumer that purchases these products, which is a consumer with less disposable income and one that remains under meaningful levels of pressure relative to the more affluent consumer that I think has been healthy for quite a few years now.

So, I think one of the things that we consider to be even more impressive about American's performance is that it's being done in the context of a market that we think is relatively flat, which is our way of telling you that we think they're gaining market share. And I think that management's introduction of new styles, new products, as well as the continued focus on maintaining efficient operations have all contributed to American's recent success.

I think going forward, as we mentioned in the comments, just a reminder that the first quarter is a seasonally strong quarter for American Furniture, so I would not suggest you look at that first quarter and extrapolate that to get a sense of results for the balance of the year. In fact, again, seasonally, the next two quarters are typically more challenging quarters for American Furniture with a bit of a pickup towards the end of the year and the fourth quarter. So you should not anticipate second and third quarter results in line with first quarter results, and it's a little early to say what fourth quarter results will look like, but I would be fairly confident in telling you that I would expect fourth quarter to look better than second and third quarter but hard to comment on how they may look like first quarter. Probably not as strong, if I had to make a prediction at this time.

Okay. Thanks. And what's the -- roughly the typical what do you call consumer spend, like price ticket per visit and do they --

On an American Furniture type product?

Yes.

Yes, I mean, I think at retail you find their products typically at $499. Maybe $100 less. Maybe $100 more. You might see combinations, sofa/love seat combinations for $899 or even approaching $1,000 depending on the package. You might see recliners potentially out there for $299, but that's the general price point with some variation, obviously, beyond those broad parameters.

Okay, and just one more on the -- on Fox Factory, they had a bit of a decline in margin especially. Was that related to the acquisition or is there something competitive going on there or operational?

I'm going to have -- Elias'll comment on Fox. Again, I think that we can make some basic comments on Fox as it's related to our disclosure, but I might also refer you to their own public disclosure that they make as a public company but, Elias, I don't know if you want to comment in general.

Yes, I don't know that I would add anything else, Alan, other than they did have their conference call last night, and it was -- I think they described through their kind of earnings and their income statement and balance sheet items specifically. I don't think there's anything else that would be prudent for us to add to that.

Okay. That's good. Thank you very much.

Thank you.

Thanks, Fin.

Vernon Plack, BB&T Capital Markets.

Thanks very much. Alan, given the increase in high-quality deal flow that you're seeing, are there any [sell] through initiatives underway regarding how you're staffed and how your people are spending their time? I'm just curious in terms of whether or not you're adding people or shifting people or would -- does that mean anything internally just in terms of level of activity?

Sure. With respect to our human resources, we are more than adequately staffed for the level of activity that we have now. And in fact, I believe that we're staffed to accommodate a meaningful growth in the number of subsidiaries companies that we manage. So, I think that it hasn't resulted in any need to add people or reassign people. So, I think that, Vernon, we're handling that level of activity just fine and we have a really strong group of talented professionals at senior levels as support levels that allow us to maintain all of our sourcing and new business initiatives in conjunction with the work we do on a day to day basis with our subsidiary company management teams. I mean, clearly, that's something that we'll [all] continue to assess over the long term but for the short and intermediate term, I don't anticipate any challenges with respect to human resources.

Okay, great. And I'm trying to get a sense for where you're focusing your efforts, if I can put it that way, and looking with deal flow picking up, are you more excited these days about potential bolt-on opportunities or new platform companies or --

I think we share an equal enthusiasm for both. I think that --

Okay.

-- the thing that can be nice about the bolt-on acquisitions is sometimes there's just a very easy opportunity in that context where the subsidiary company management team's making those acquisitions to realize some immediate efficiencies and therefore help their company's performance but also meaningfully enhance the performance of the acquired entity. And often times, those transactions can be sourced and developed through relationships as opposed to necessarily having to be subject to some of the competitive factors that may be present in the acquisition of a new subsidiary company.

But I would go back to my opening response to your comment which is we remain equally excited about both add-on acquisitions and new subsidiary acquisitions and really just look to balance the risk reward associated with both, but I wouldn't say there's a greater enthusiasm for one versus the other.

Okay, and one final question as it relates to Arnold. I know that it was mentioned -- Elias mentioned that the goal is to increase global market share. Will that primarily be done through consolidation, through [rollout], through acquisition? Is that the thought?

I think it's more of an organic initiative, Vernon.

Okay.

Again, not that we're opposed to acquisitions for Arnold, but at the same time, we believe that based on their own organic initiatives that they can continue to gain market share globally. So, those comments were made really in the context of their own internal organic growth initiatives.

Okay. Thank you.

Thank you.

James Stone, PSK Advisors.

Excuse me. Good morning, gentlemen. Nice --

Good morning.

-- nice work (inaudible) what you're doing there.

Thank you.

Thank you.

Could you give us a little more flavor on what you're looking for in the acquisition? Are you looking to get into new fields or do something in the current areas and do you think there's a possibility, a low, medium, high type of thing, of doing something this year?

Well, I would say that we remain focused on pursuing opportunities within our two current segments of business being niche industrial as well as branded products. And similar to the comments about bolt-on acquisitions versus new subsidiary acquisitions, we have equal enthusiasm to pursue opportunities in both of those verticals. So I think extending outside of those verticals at this time is not something that we anticipate, but focusing our efforts within those two segments is what we are doing and plan to continue to do.

With respect to your second question, I would say that we are working diligently every day and hope to be to make an acquisition of a new subsidiary company in 2014, but as we've talked about historically, these things are often times extremely unpredictable, and as we talked about in our last call, the year-end results, we talked about an acquisition that didn't get consummated at a very late stage of a process. So, if you were to have asked me that question last September, I probably would've -- although I'm not sure I would've used the words, in my mind I would've been thinking that we had a very high probability at that time only to see it not come to fruition.

So it's very hard to make those type of proclamations with respect to confidence levels. So, I refrain from that but I will tell you that we're working very hard. We would certainly be disappointed if we were unable to achieve an acquisition in 2014, yet at the same time, if that outcome was the result of prudent decision making, as disappointing as it may be, it's an outcome that we are prepared to endure should that be the case.

Okay. And the other question is as we eventually begin seeing interest rates rise, how are you protected against that or do you see that impacting any of the operations here?

Well, all of our companies do have intercompany debt with CODI. Those are often times floating rate instruments, so in a rising interest rate environment, they could see that there is higher debt service costs, but I would say that all of our companies are also leveraged quite responsibly relative to some of the leverage levels that you may see in the marketplace. Furthermore, at our corporate level, we institute some hedging programs of our corporate credit facilities and have locked in some of our interest rates over the next several years, so I think we have a good level of protection there, as well. So I think that it's obviously something that we need to be mindful of, both at the subsidiary company level and at the corporate level, and I think that's something that we collectively all focus on and try to manage that both through structuring initiatives as well as prudent levels of leverage.

Okay. I thank you. I've been a happy shareholder for a fair number of years now and hope to see that -- the trend continue, to keep up the good work.

Thank you very much for your support. We appreciate it.

Okay, thank you, ladies and gentlemen. This does conclude our Q&A portion of today. So, I'd like to turn the conference back to your hosts for any concluding remarks.

Thank you. I'd just like to thank everyone for joining us on today's call and following the CODI story. We look forward to sharing our progress with you in the future. Thanks a lot.

Okay, ladies and gentlemen. This does conclude your conference. You may now disconnect and have a great day.