Delaware
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001-34627
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20-5654756
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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S45 W29290 Hwy. 59
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Waukesha, Wisconsin
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53189
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(Address of principal executive offices)
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(Zip Code)
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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·
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for planning purposes, including the preparation of our annual operating budget and developing and refining our internal projections for future periods;
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to evaluate the effectiveness of our business strategies and as a supplemental tool in evaluating our performance against our budget for each period;
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in communications with our board of directors and investors concerning our financial performance; and
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to evaluate prior acquisitions in relation to the existing business.
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·
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Adjusted EBITDA, Adjusted Net Income and Free Cash Flow and similar non-GAAP measures are widely used by investors to measure a company’s operating performance without regard to items that can vary substantially from company to company depending upon financing and accounting methods, book values of assets, tax jurisdictions, capital structures and the methods by which assets were acquired; and
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·
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by comparing our Adjusted EBITDA, Adjusted Net Income and Free Cash Flow in different historical periods, our investors can evaluate our operating performance excluding the impact of certain items.
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Exhibit No.
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Description
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99.1
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Press Release, dated February 13, 2014.
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GENERAC HOLDINGS INC.
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/s/ York Ragen
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Name:
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York Ragen
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Date: February 13, 2014
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Title:
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Chief Financial Officer
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99.1
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Press Release, dated February 13, 2013.
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·
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Net sales increased year-over-year by 10.0% to $376.2 million as compared to $342.0 million in the fourth quarter of 2012.
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-
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Growth in shipments during the fourth quarter was driven by strong organic revenue growth from home standby generators and Commercial & Industrial (C&I) products, along with the contribution from recent acquisitions, partially offset by a decline in shipments of portable generators.
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·
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Gross profit margin during the fourth quarter improved 180 basis points over the prior year.
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·
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Net income during the fourth quarter of 2013 was $48.5 million, or $0.69 per share, as compared to $28.3 million or $0.41 per share for the same period of 2012.
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·
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Adjusted net income, as defined in the accompanying reconciliation schedules, increased to $77.5 million from $60.7 million in the fourth quarter of 2012. Adjusted diluted net income per share was $1.11 as compared to $0.87 per share in the fourth quarter of 2012.
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·
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Adjusted EBITDA increased 24.7% to $103.6 million as compared to $83.1 million in the fourth quarter last year. Adjusted EBITDA margin during the fourth quarter improved to 27.5% as compared to 24.3% in the prior year.
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·
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Cash flow from operations in the fourth quarter of 2013 was $104.7 million as compared to $106.4 million in the prior year quarter. Free cash flow was $88.2 million as compared to $97.4 million in the fourth quarter of 2012.
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·
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On November 1, 2013, the Company closed its previously announced purchase of substantially all of the assets of Baldor Electric Company’s generator division (“Baldor Generators”). Baldor Generators offers a complete line of products up to 2.5MW throughout North America.
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·
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Net sales increased year-over-year by 26.3% to $1.486 billion as compared to $1.176 billion in 2012.
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-
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Residential product sales increased 19.6% to $843.7 million as compared to a strong 2012 with revenues of $705.4 million, which grew at a 43.7% rate over 2011.
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-
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Commercial & Industrial product sales increased 38.9% to $569.9 million as compared to $410.3 million in 2012.
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·
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Gross profit margin during 2013 was 38.3%, representing a 90 basis point improvement over the prior year.
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·
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Net income during 2013 was $174.5 million, or $2.51 per diluted share, as compared to $93.2 million or $1.35 per diluted share for 2012.
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·
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Adjusted net income increased 36.6% over the prior year to $301.7 million. Adjusted diluted net income per common share increased 35.7% to $4.33.
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·
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Adjusted EBITDA increased 38.9% to $402.6 million in 2013 as compared to $289.8 million last year. Adjusted EBITDA margin during 2013 improved to 27.1% as compared to 24.6% in the prior year.
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·
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Cash flow from operations during 2013 was $259.9 million as compared to $235.6 million in the prior year. Free cash flow was $229.2 million as compared to $213.2 million in 2012.
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·
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In addition to the acquisition of Baldor Generators that closed in early November, we integrated the Ottomotores acquisition during 2013 and closed the acquisition of Tower Light in early August. Ottomotores, which closed in December 2012, is a leading manufacturer of industrial generators in Mexico and other parts of Latin America. Tower Light is a leading developer and supplier of mobile light towers throughout Europe, the Middle East and Africa.
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·
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demand for Generac products;
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·
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frequency and duration of major power outages;
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·
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availability, cost and quality of raw materials and key components used in producing Generac products;
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·
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the impact on our results of the substantial increases in our outstanding indebtedness and related interest expense due to the dividend recapitalization transactions completed in May 2012 and 2013;
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the possibility that the expected synergies, efficiencies and cost savings of our acquisitions will not be realized, or will not be realized within the expected time period;
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·
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the risk that our acquisitions will not be integrated successfully;
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·
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difficulties Generac may encounter as its business expands globally;
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·
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competitive factors in the industry in which Generac operates;
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·
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Generac's dependence on its distribution network;
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·
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Generac's ability to invest in, develop or adapt to changing technologies and manufacturing techniques;
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loss of key management and employees;
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increase in product and other liability claims; and
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changes in environmental, health and safety laws and regulations.
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Generac Holdings Inc.
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||||||||||||||||
Condensed Consolidated Statements of Comprehensive Income
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||||||||||||||||
(Dollars in Thousands, Except Share and Per Share Data)
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||||||||||||||||
Three Months Ended December 31,
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Year Ended December 31,
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|||||||||||||||
2013
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2012
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2013
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2012
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|||||||||||||
(Unaudited)
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(Unaudited)
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(Unaudited)
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(Audited)
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|||||||||||||
Net sales
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$ | 376,236 | $ | 342,022 | $ | 1,485,765 | $ | 1,176,306 | ||||||||
Costs of goods sold
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230,554 | 215,869 | 916,205 | 735,906 | ||||||||||||
Gross profit
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145,682 | 126,153 | 569,560 | 440,400 | ||||||||||||
Operating expenses:
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||||||||||||||||
Selling and service
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24,467 | 27,791 | 107,515 | 101,448 | ||||||||||||
Research and development
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8,379 | 6,285 | 29,271 | 23,499 | ||||||||||||
General and administrative
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15,332 | 15,332 | 55,490 | 46,031 | ||||||||||||
Amortization of intangibles
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6,286 | 8,965 | 25,819 | 45,867 | ||||||||||||
Total operating expenses
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54,464 | 58,373 | 218,095 | 216,845 | ||||||||||||
Income from operations
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91,218 | 67,780 | 351,465 | 223,555 | ||||||||||||
Other (expense) income:
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||||||||||||||||
Interest expense
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(12,003 | ) | (16,613 | ) | (54,435 | ) | (49,114 | ) | ||||||||
Loss on extinguishment of debt
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– | – | (15,336 | ) | (14,308 | ) | ||||||||||
Investment income
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26 | 25 | 91 | 79 | ||||||||||||
Costs related to acquisition
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(27 | ) | (1,062 | ) | (1,086 | ) | (1,062 | ) | ||||||||
Other, net
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(756 | ) | (448 | ) | (1,983 | ) | (2,798 | ) | ||||||||
Total other expense, net
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(12,760 | ) | (18,098 | ) | (72,749 | ) | (67,203 | ) | ||||||||
Income before provision for income taxes
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78,458 | 49,682 | 278,716 | 156,352 | ||||||||||||
Provision for income taxes
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29,940 | 21,395 | 104,177 | 63,129 | ||||||||||||
Net income
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48,518 | 28,287 | 174,539 | 93,223 | ||||||||||||
Net income per common share - basic:
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$ | 0.71 | $ | 0.42 | $ | 2.56 | $ | 1.38 | ||||||||
Weighted average common shares outstanding - basic:
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68,203,811 | 67,515,127 | 68,081,632 | 67,360,632 | ||||||||||||
Net income per common share - diluted:
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$ | 0.69 | $ | 0.41 | $ | 2.51 | $ | 1.35 | ||||||||
Weighted average common shares outstanding - diluted:
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69,918,699 | 69,477,244 | 69,667,529 | 69,193,138 | ||||||||||||
Dividends declared per share
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$ | – | $ | – | $ | 5.00 | $ | 6.00 | ||||||||
Other comprehensive income (loss):
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||||||||||||||||
Amortization of unrealized loss on interest rate swaps
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$ | – | $ | 1,003 | $ | 2,381 | $ | 2,082 | ||||||||
Foreign currency translation adjustment
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352 | (34 | ) | 1,238 | (34 | ) | ||||||||||
Net unrealized gain on derivatives
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774 | – | 774 | 365 | ||||||||||||
Pension liability adjustment
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7,688 | (1,552 | ) | 7,688 | (1,552 | ) | ||||||||||
Other comprehensive income (loss)
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8,814 | (583 | ) | 12,081 | 861 | |||||||||||
Comprehensive income
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$ | 57,332 | $ | 27,704 | $ | 186,620 | $ | 94,084 |
Generac Holdings Inc.
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||||||||
Condensed Consolidated Balance Sheets
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||||||||
(Dollars in Thousands, Except Share and Per Share Data)
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||||||||
December 31,
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||||||||
2013
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2012
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|||||||
(Unaudited)
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(Audited)
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|||||||
Assets
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||||||||
Current assets:
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||||||||
Cash and cash equivalents
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$ | 150,147 | $ | 108,023 | ||||
Restricted cash
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6,645 | – | ||||||
Accounts receivable, less allowance for doubtful accounts of $2,658 at December 31, 2013 and $1,166 at December 31, 2012
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164,907 | 134,978 | ||||||
Inventories
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300,253 | 225,817 | ||||||
Deferred income taxes
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26,869 | 48,687 | ||||||
Prepaid expenses and other assets
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5,358 | 5,048 | ||||||
Total current assets
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654,179 | 522,553 | ||||||
Property and equipment, net
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146,390 | 104,718 | ||||||
Customer lists, net
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42,764 | 37,823 | ||||||
Patents, net
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62,418 | 70,302 | ||||||
Other intangible assets, net
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4,447 | 5,783 | ||||||
Deferred financing costs, net
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20,051 | 13,987 | ||||||
Trade names, net
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173,196 | 158,831 | ||||||
Goodwill
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608,287 | 552,943 | ||||||
Deferred income taxes
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85,104 | 136,754 | ||||||
Other assets
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1,369 | 153 | ||||||
Total assets
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$ | 1,798,205 | $ | 1,603,847 | ||||
Liabilities and stockholders’ equity
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||||||||
Current liabilities:
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||||||||
Short-term borrowings
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$ | 9,575 | $ | 12,550 | ||||
Accounts payable
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109,238 | 94,543 | ||||||
Accrued wages and employee benefits
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26,564 | 19,435 | ||||||
Other accrued liabilities
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92,997 | 86,081 | ||||||
Current portion of long-term borrowings and capital lease obligations
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12,471 | 82,250 | ||||||
Total current liabilities
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250,845 | 294,859 | ||||||
Long-term borrowings and capital lease obligations
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1,175,349 | 799,018 | ||||||
Other long-term liabilities
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54,940 | 46,342 | ||||||
Total liabilities
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1,481,134 | 1,140,219 | ||||||
Stockholders’ equity:
|
||||||||
Common stock, par value $0.01, 500,000,000 shares authorized, 68,767,367 and 68,295,960 shares issued at December 31, 2013 and 2012, respectively
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688 | 683 | ||||||
Additional paid-in capital
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421,672 | 743,349 | ||||||
Treasury stock, at cost, 163,458 and 0 shares, respectively
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(6,571 | ) | – | |||||
Excess purchase price over predecessor basis
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(202,116 | ) | (202,116 | ) | ||||
Retained earnings (accumulated deficit)
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105,813 | (63,792 | ) | |||||
Accumulated other comprehensive loss
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(2,415 | ) | (14,496 | ) | ||||
Total stockholders’ equity
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317,071 | 463,628 | ||||||
Total liabilities and stockholders’ equity
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$ | 1,798,205 | $ | 1,603,847 |
Generac Holdings Inc.
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||||||||
Condensed Consolidated Statements of Cash Flows
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||||||||
(Dollars in Thousands)
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||||||||
Year Ended December 31,
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||||||||
2013
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2012
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|||||||
(Unaudited)
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(Audited)
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|||||||
Operating activities
|
||||||||
Net income
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$ | 174,539 | $ | 93,223 | ||||
Adjustment to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation
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10,955 | 8,293 | ||||||
Amortization of intangible assets
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25,819 | 45,867 | ||||||
Amortization of original issue discount
|
2,074 | 1,598 | ||||||
Amortization of deferred finance costs
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2,698 | 2,161 | ||||||
Amortization of unrealized loss on interest rate swaps
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2,381 | 2,082 | ||||||
Loss on extinguishment of debt
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15,336 | 14,308 | ||||||
Provision for losses on accounts receivable
|
1,037 | 204 | ||||||
Deferred income taxes
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82,675 | 62,429 | ||||||
Loss on disposal of property and equipment
|
370 | 261 | ||||||
Share-based compensation expense
|
12,368 | 10,780 | ||||||
Net changes in operating assets and liabilities:
|
||||||||
Accounts receivable
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(5,257 | ) | (137 | ) | ||||
Inventories
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(52,488 | ) | (31,656 | ) | ||||
Other assets
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(10,902 | ) | (8,416 | ) | ||||
Accounts payable
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(5,847 | ) | (3,898 | ) | ||||
Accrued wages and employee benefits
|
6,248 | 3,168 | ||||||
Other accrued liabilities
|
9,491 | 39,915 | ||||||
Excess tax benefits from equity awards
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(11,553 | ) | (4,588 | ) | ||||
Net cash provided by operating activities
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259,944 | 235,594 | ||||||
Investing activities
|
||||||||
Proceeds from sale of property and equipment
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80 | 91 | ||||||
Expenditures for property and equipment
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(30,770 | ) | (22,392 | ) | ||||
Proceeds from sale of business, net
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2,254 | – | ||||||
Acquisition of business, net of cash acquired
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(116,113 | ) | (47,044 | ) | ||||
Net cash used in investing activities
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(144,549 | ) | (69,345 | ) | ||||
Financing activities
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||||||||
Proceeds from short-term borrowings
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16,007 | 23,018 | ||||||
Proceeds from long-term borrowings
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1,200,000 | 1,455,614 | ||||||
Repayments of short-term borrowings
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(18,982 | ) | (23,000 | ) | ||||
Repayments of long-term borrowings and capital lease obligations
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(901,184 | ) | (1,175,124 | ) | ||||
Payment of debt issuance costs
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(22,376 | ) | (25,691 | ) | ||||
Cash dividends paid
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(343,429 | ) | (404,332 | ) | ||||
Taxes paid related to the net share settlement of equity awards
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(15,020 | ) | (6,425 | ) | ||||
Excess tax benefits from equity awards
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11,553 | 4,588 | ||||||
Proceeds from exercise of stock options
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32 | – | ||||||
Net cash used in financing activities
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(73,399 | ) | (151,352 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents
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128 | – | ||||||
Net increase in cash and cash equivalents
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42,124 | 14,897 | ||||||
Cash and cash equivalents at beginning of period
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108,023 | 93,126 | ||||||
Cash and cash equivalents at end of period
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$ | 150,147 | $ | 108,023 | ||||
Supplemental disclosure of cash flow information
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||||||||
Cash paid during the period
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||||||||
Interest
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$ | 55,828 | $ | 33,076 | ||||
Income taxes
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25,821 | 2,811 |
Generac Holdings Inc.
|
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Reconciliation Schedules
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||||||||||||||||
(Dollars in Thousands, Except Share and Per Share Data)
|
||||||||||||||||
Net income to Adjusted EBITDA reconcilaition
|
||||||||||||||||
Three months ended December 31,
|
Year Ended December 31,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
(unaudited)
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
|||||||||||||
Net income
|
$ | 48,518 | $ | 28,287 | $ | 174,539 | $ | 93,223 | ||||||||
Interest expense
|
12,003 | 16,613 | 54,435 | 49,114 | ||||||||||||
Depreciation and amortization
|
9,272 | 11,142 | 36,774 | 54,160 | ||||||||||||
Income taxes provision
|
29,940 | 21,395 | 104,177 | 63,129 | ||||||||||||
Non-cash write-down and other charges (1)
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43 | 388 | 78 | 247 | ||||||||||||
Non-cash share-based compensation expense (2)
|
2,897 | 2,759 | 12,368 | 10,780 | ||||||||||||
Loss on extinguishment of debt
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– | – | 15,336 | 14,308 | ||||||||||||
Transaction costs and credit facility fees (3)
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835 | 2,307 | 3,863 | 4,117 | ||||||||||||
Other
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139 | 237 | 1,043 | 731 | ||||||||||||
Adjusted EBITDA
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$ | 103,647 | $ | 83,128 | $ | 402,613 | $ | 289,809 | ||||||||
(1) Includes losses on disposals of assets and unrealized mark-to-market adjustments on commodity contracts. A full description of these and the other reconciliation adjustments contained in these schedules is included in Generac's SEC filings.
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(2) Includes share-based compensation expense to account for stock options, restricted stock and other stock awards over their respective vesting periods.
|
||||||||||||||||
(3) Represents transaction costs incurred directly in connection with any investment, as defined in our credit agreement, equity issuance or debt issuance or refinancing, together with certain fees relating to our senior secured credit facilities.
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Net income to Adjusted net income reconcilation
|
||||||||||||||||
Three months ended December 31,
|
Year Ended December 31,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
(unaudited)
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
|||||||||||||
Net income
|
$ | 48,518 | $ | 28,287 | $ | 174,539 | $ | 93,223 | ||||||||
Provision for income taxes
|
29,940 | 21,395 | 104,177 | 63,129 | ||||||||||||
Income before provision for income taxes
|
78,458 | 49,682 | 278,716 | 156,352 | ||||||||||||
Amortization of intangible assets
|
6,286 | 8,965 | 25,819 | 45,867 | ||||||||||||
Amortization of deferred finance costs and original issue discount
|
1,225 | 1,244 | 4,772 | 3,759 | ||||||||||||
Loss on extinguishment of debt
|
– | – | 15,336 | 14,308 | ||||||||||||
Transaction costs and other purchase accounting adjustments (4)
|
688 | 2,136 | 2,842 | 3,317 | ||||||||||||
Adjusted net income before provision for income taxes
|
86,657 | 62,027 | 327,485 | 223,603 | ||||||||||||
Cash income tax expense (5)
|
(9,141 | ) | (1,328 | ) | (25,821 | ) | (2,811 | ) | ||||||||
Adjusted net income
|
$ | 77,516 | $ | 60,699 | $ | 301,664 | $ | 220,792 | ||||||||
Adjusted net income per common share - diluted:
|
$ | 1.11 | $ | 0.87 | $ | 4.33 | $ | 3.19 | ||||||||
Weighted average common shares outstanding - diluted:
|
69,918,699 | 69,477,244 | 69,667,529 | 69,193,138 | ||||||||||||
(4) Represents transaction costs incurred directly in connection with any investment, as defined in our credit agreement, equity issuance or debt issuance or refinancing. Also includes certain purchase accounting adjustments.
|
||||||||||||||||
(5) Amount for the twelve months ended December 31, 2013 is based on actual cash income taxes paid during the full year-ended 2013, which equates to a cash income tax rate of 9.3% for the year.
|
Free Cash Flow Reconciliation
|
||||||||||||||||
Three months ended December 31,
|
Year Ended December 31,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
(unaudited)
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
|||||||||||||
Net cash provided by operating activities
|
$ | 104,731 | $ | 106,370 | $ | 259,944 | $ | 235,594 | ||||||||
Expenditures for property and equipment
|
(16,513 | ) | (8,967 | ) | (30,770 | ) | (22,392 | ) | ||||||||
Free Cash Flow
|
$ | 88,218 | $ | 97,403 | $ | 229,174 | $ | 213,202 |