EX-99.1 2 a08-21149_1ex99d1.htm EX-99.1

 

Exhibit 99.1

 

 

NEWS RELEASE

 

 

Contacts:

 

Steven J. Janusek

 

 

 

Executive Vice President & CFO

 

 

 

sjanusek@reddyice.com

 

 

 

800-683-4423

 

 

REDDY ICE REPORTS SECOND QUARTER

AND SIX MONTHS 2008 RESULTS

 

 

AUGUST 7, 2008 - DALLAS, TEXAS - Reddy Ice Holdings, Inc. (NYSE: FRZ), today reported financial results for the second quarter and six months ended June 30, 2008.

 

Revenues for the second quarter of 2008 were $102.7 million, compared to $103.6 million in the same quarter of 2007.  The Company’s net income was $5.7 million in the second quarter of 2008, compared to a net income of $10.6 million in the same period of 2007.  Diluted net income per share was $0.26 in the second quarter of 2008 compared to diluted net income per share of $0.48 in 2007.  Included in the results for the second quarter of 2008 are $4.6 million of costs related to the ongoing antitrust investigations and related litigation, $0.1 million of costs related to the GSO transaction and the related stockholder litigation and a gain of $1.0 million related to the settlement of a property insurance claim.  Adjusted EBITDA from continuing operations was $29.0 million in the second quarter of 2008 versus $32.9 million in 2007.  Available Cash for the second quarter of 2008 was $24.3 million compared to $23.5 million in the 2007.  A discussion regarding the presentation of Adjusted EBITDA and Available Cash in this press release, including reconciliations of Adjusted EBITDA to EBITDA and net loss and the calculation of Available Cash, is set forth below in the section titled, “SUPPLEMENTAL DISCLOSURE REGARDING NON-GAAP FINANCIAL INFORMATION.”

 

“Our results for the second quarter were below our expectations due to current economic trends, which resulted in significant volume shortfalls.  We also continued to experience cost pressures, especially in regards to fuel,” commented Gilbert M. Cassagne, Chief Executive Officer.  “We recently implemented energy surcharges and additional pricing initiatives and continue to focus on all expense categories.  The senior management team and I have also begun a strategic review of all aspects of the company’s business which is expected to be completed this fall.”

 

Revenues in the first six months of 2008 were $145.7 million, compared to $149.0 million in 2007.  The Company’s net income was $2.3 million in the first six months of 2008, compared to $0.4 million in 2007.  Diluted net income per share was $0.11 in the first six months of 2008, compared to $0.02 in the same period of 2007.  Included in the results for the first six months of 2008 are a gain of $17.0 million related to the termination of the merger agreement between the Company and affiliates of GSO Capital Partners LP (“GSO”) on January 31, 2008, a gain of $1.0 million related to the settlement of a property insurance claim,

 

 

 



 

 

$5.8 million of costs related to the ongoing antitrust investigations and related litigation and $0.9 million of costs related to the GSO transaction and the related stockholder litigation.  Adjusted EBITDA from continuing operations was $24.8 million in the first six months of 2008 versus $32.3 million in 2007. Available Cash for the first six months of 2008 was $15.2 million, compared to $14.4 million in the first six months of 2007.

 

One acquisition was completed during the second quarter of 2008 (which had been previously disclosed), bringing the year-to-date total to six.  These six acquisitions had an aggregate acquisition cost of approximately $3.8 million.  Annual revenues and Adjusted EBITDA associated with these acquisitions are approximately $2.6 million and $0.7 million, respectively.  The Company is continuing to evaluate acquisition opportunities as part of its ongoing acquisition strategy.

 

OUTLOOK

 

The following statements are based on current expectations.  These statements are forward-looking, and actual results may differ materially.  These statements do not include the potential impact of any mergers, acquisitions or other business combination, or divestitures that may be completed after August 7, 2008.  The projections for 2008 include the effects of the acquisitions completed through the date of this press release.  The projections for 2008 do not include any costs in connection with the stockholder litigation related to the GSO transaction or the ongoing antitrust investigations and related litigation other than actual costs incurred through June 30, 2008, although these costs are expected to be ongoing and could be significant.

 

Management is revising its guidance for 2008 primarily due to lower than expected results in the second quarter of 2008, preliminary results for July 2008, impacts from current economic trends, the ongoing effects of this year’s increases in energy-related expenses and expenses incurred in the second quarter of 2008 related to the ongoing antitrust investigations and related litigation.  Revenues in 2008 are now expected to range between $330 million and $340 million and net income is expected to range from $10.4 million to $14.5 million.  Diluted net income per share is expected to be in the range of $0.47 to $0.65.  Adjusted EBITDA for 2008 is expected to be in the range of $70 million to $75 million.  Available Cash, as defined in the Company’s credit agreement, is expected to range from $47.9 million to $56.9 million in 2008, with Available Cash per diluted share ranging from $2.16 to $2.56.  Capital expenditures for the full year 2008 are expected to range between $17 million and $19 million and dispositions to total $2 million to $4 million, for net capital expenditures of $13 million to $17 million. Capital expenditures, net of the reinvested proceeds from the sale of our non-ice operations and other dispositions, for purposes of calculating Available Cash under our credit agreement, is expected to range from $0.5 million to $3.0 million in 2008.

 

CONFERENCE CALL

 

The Company has scheduled a conference call for today, Thursday, August 7, 2008 at 10:00 a.m. Eastern time.  To participate, dial 866-214-7077 ten minutes prior to the start time, referencing confirmation code 4688797 or the Reddy Ice conference call.  A telephonic replay will be available through August 14, 2008 and may be accessed by calling 888-203-1112 and

 

 

 

 

 

2



 

 

using the confirmation code above.  A live webcast and archived replay of the conference call can also be accessed on the Company’s website at www.reddyice.com.

 

ABOUT REDDY ICE

 

Reddy Ice Holdings, Inc. is the largest manufacturer and distributor of packaged ice in the United States. With over 2,000 year-round employees, the Company sells its products primarily under the widely known Reddy Ice® brand to approximately 82,000 locations in 31 states and the District of Columbia.  The Company provides a broad array of product offerings in the marketplace through traditional direct store delivery, warehouse programs and its proprietary technology, The Ice Factory®.  Reddy Ice serves most significant consumer packaged goods channels of distribution, as well as restaurants, special entertainment events, commercial users and the agricultural sector.

 

This press release contains various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s belief as well as assumptions made by and information currently available to management.   Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.  Such statements contain certain risks, uncertainty and assumptions. Should one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.

 

— Financial Tables Follow —

 

 

 

 

 

 

 

3



 

 

REDDY ICE HOLDINGS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

(in thousands, except per share amounts)

 

 

 

 

 

Revenues

 

$

102,687

 

$

103,612

 

$

145,722

 

$

149,049

 

Cost of sales (excluding depreciation)

 

62,497

 

60,958

 

99,785

 

97,681

 

Depreciation expense related to cost of sales

 

5,297

 

4,920

 

10,447

 

9,769

 

Gross profit

 

34,893

 

37,734

 

35,490

 

41,599

 

Operating expenses

 

12,054

 

10,906

 

22,891

 

21,278

 

Depreciation and amortization expense

 

1,656

 

1,511

 

3,297

 

2,973

 

Cost of antitrust investigations and related litigation

 

4,615

 

 

5,802

 

 

Transaction costs related to merger agreement

 

138

 

 

949

 

 

Loss on dispositions of assets

 

244

 

135

 

240

 

258

 

Gain on property insurance settlement

 

(1,036

)

 

(1,036

)

 

Income from operations

 

17,222

 

25,182

 

3,347

 

17,090

 

Interest expense

 

(7,934

)

(8,048

)

(15,830

)

(15,581

)

Interest income

 

181

 

118

 

464

 

334

 

Gain on termination of merger agreement

 

 

 

17,000

 

 

Income before income taxes

 

9,469

 

17,252

 

4,981

 

1,843

 

Income tax expense

 

(3,811

)

(6,800

)

(2,634

)

(1,361

)

Income from continuing operations

 

5,658

 

10,452

 

2,347

 

482

 

Income (loss) from discontinued operations, net of tax

 

 

169

 

 

(69

)

Net income

 

$

5,658

 

$

10,621

 

$

2,347

 

$

413

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.26

 

$

0.48

 

$

0.11

 

$

0.02

 

Income (loss) from discontinued operations

 

 

0.01

 

 

 

Net income

 

$

0.26

 

$

0.49

 

$

0.11

 

$

0.02

 

Weighted average common shares outstanding

 

22,000

 

21,717

 

22,000

 

21,702

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per share:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.26

 

$

0.47

 

$

0.11

 

$

0.02

 

Income (loss) from discontinued operations

 

 

0.01

 

 

 

Net income

 

$

0.26

 

$

0.48

 

$

0.11

 

$

0.02

 

Weighted average common shares outstanding

 

22,012

 

21,957

 

22,024

 

21,936

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.42

 

$

0.42

 

$

0.84

 

$

0.82

 

 

 

 

REDDY ICE HOLDINGS, INC. AND SUBSIDIARY

OTHER SUPPLEMENTAL INFORMATION

(Unaudited)

 

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

(in thousands)

 

 

 

 

 

Packaged ice revenues

 

$

100,553

 

$

100,768

 

$

141,438

 

$

143,902

 

Other ice revenues

 

2,134

 

2,844

 

4,284

 

5,147

 

Total revenues

 

$

102,687

 

$

103,612

 

$

145,722

 

$

149,049

 

 

 

 

 

 

 

 

4



 

 

REDDY ICE HOLDINGS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEET DATA

(Unaudited)

 

 

 

June 30,
2008

 

December 31,
2007

 

 

 

(in thousands)

 

 

 

 

 

Cash and cash equivalents and restricted cash

 

$

28,800

 

$

34,445

 

All other current assets

 

69,215

 

43,793

 

Total assets

 

625,961

 

607,560

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

41,186

 

$

34,665

 

Dividends payable

 

9,253

 

9,240

 

Total current and non-current debt (including revolving credit facility)

 

401,495

 

378,258

 

Total stockholders’ equity

 

125,061

 

139,982

 

Total liabilities and stockholders’ equity

 

625,961

 

607,560

 

 

 

SUPPLEMENTAL DISCLOSURE REGARDING NON-GAAP FINANCIAL INFORMATION

 

EBITDA represents the Company’s consolidated net loss before income taxes, interest and depreciation and amortization.  Adjusted EBITDA represents EBITDA as further adjusted to give effect to unusual items, non-cash items, Reddy Ice Holdings, Inc. (“Reddy Holdings”) gains and expenses and other adjustments set forth below, such additional adjustments being required to calculate covenant ratios and compliance under the Company’s credit facility.  EBITDA and Adjusted EBITDA are not presentations made in accordance with generally accepted accounting principles (“GAAP”) and are not measures of financial condition or profitability. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for “net loss”, the most directly comparable GAAP financial measure, as an indicator of operating performance.

 

By presenting Adjusted EBITDA, the Company intends to provide investors with a better understanding of its core operating results to measure past performance as well as prospects for the future.  The Company evaluates operating performance based on several measures, including Adjusted EBITDA, as the Company believes it is an important measure of the operational strength of its business.  Furthermore, the additional adjustments included in the calculation of Adjusted EBITDA are required to calculate covenant ratios and compliance under the Company’s credit facility, including its ability to pay dividends.

 

Adjusted EBITDA as we have presented it may not be comparable to similarly titled measures used by other companies.  Adjusted EBITDA is not necessarily a measure of the Company’s ability to fund its cash needs, as it excludes certain financial information when compared to “net income”.  Users of this financial information should consider the types of events and transactions which are excluded.

 

As a result of the sale of substantially all of the Company’s non-ice businesses during the third quarter of 2007, the results of operation of those businesses, as well as the gain on their sales, are presented as “discontinued operations” in the accompanying condensed consolidated statements of operations.  Adjusted EBITDA, as defined in the Company’s credit facility, includes the results of operations of discontinued operations through their date of sale.  Adjusted EBITDA associated with discontinued operations is eliminated to calculate pro forma Adjusted EBITDA.  Therefore, in the following reconciliation of net income to EBITDA and Adjusted EBITDA, the following line items are calculated as the total of continuing and discontinued operations and therefore differ from the amounts set forth in the accompanying condensed consolidated statement of operations:  depreciation expense related to cost of sales, depreciation and amortization expense and income tax benefit.

 

 

 

 

5



 

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

(in thousands, unaudited)

 

 

 

 

 

Net income

 

$

5,658

 

$

10,621

 

$

2,347

 

$

413

 

Depreciation expense related to costs of sales

 

5,297

 

5,163

 

10,447

 

10,254

 

Depreciation and amortization expense

 

1,656

 

1,581

 

3,297

 

3,111

 

Interest expense

 

7,934

 

8,048

 

15,830

 

15,581

 

Interest income

 

(181

)

(118

)

(464

)

(334

)

Income tax expense

 

3,811

 

6,917

 

2,634

 

1,320

 

EBITDA

 

24,175

 

32,212

 

34,091

 

30,345

 

Other non-cash charges:

 

 

 

 

 

 

 

 

 

Stock-based compensation expense

 

885

 

1,131

 

1,717

 

2,217

 

Loss on disposition of assets

 

244

 

135

 

240

 

258

 

Gain on property insurance settlement

 

(1,036

)

 

(1,036

)

 

Reddy Holdings items:

 

 

 

 

 

 

 

 

 

Cost of antitrust investigations and related litigation (a)

 

4,615

 

 

5,802

 

 

Transaction costs related to merger agreement (a)

 

138

 

 

949

 

 

Gain on termination of merger agreement (a)

 

 

 

(17,000

)

 

Adjusted EBITDA

 

$

29,021

 

$

33,478

 

$

24,763

 

$

32,820

 

 

(a)          Represents the elimination of (i) the costs incurred in connection with the ongoing antitrust investigations and related litigation, (ii) the costs related to the GSO transaction and the related stockholder litigation and (iii) the gain recognized in connection with the termination of the merger agreement with affiliates of GSO on January 31, 2008.  The gain related to the termination of the merger agreement is excluded from Adjusted EBITDA for purposes of the Company’s credit facility as the proposed acquisition was of Reddy Holdings.  The costs related to GSO merger agreement and the antitrust investigations and related litigation are excluded from the calculation of Adjusted EBITDA as these costs have been or will be paid by Reddy Holdings.  Reddy Holdings is currently paying these costs with the excess cash remaining from the initial public offering of its common stock in August 2005 and the funds paid to Reddy Holdings by affiliates of GSO in February 2008 in connection with the termination of the merger agreement.

 

The Company’s credit agreement requires that pro forma effect be given to certain items, such as acquisitions and dispositions of businesses and the purchase of leased assets, when calculating Adjusted EBITDA.  The following table sets forth the calculation of pro forma Adjusted EBITDA:

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

(in thousands, unaudited)

 

 

 

 

 

Adjusted EBITDA

 

$

29,021

 

$

33,478

 

$

24,763

 

$

32,820

 

Disposition adjustments (a)

 

 

(597

)

 

(512

)

Adjusted EBITDA from continuing operations

 

29,021

 

32,881

 

24,763

 

32,308

 

Acquisition adjustments (b)

 

8

 

1,286

 

29

 

1,439

 

Elimination of lease expense (c)

 

 

15

 

 

30

 

Pro forma adjusted EBITDA

 

$

29,029

 

$

34,182

 

$

24,792

 

$

33,777

 

 


 

(a)

 

Represents the elimination of the historical Adjusted EBITDA associated with discontinued operations.

 

 

 

 

 

(b)

 

Represents the incremental Adjusted EBITDA of acquired businesses as if each acquisition had been consummated on the first day of the period presented. All acquisitions included herein were consummated on or before June 30, 2008.

 

 

 

 

 

(c)

 

Represents the elimination of historical lease expense resulting from the purchase of certain leased real estate in the fourth quarter of 2007.

 

 

 

 

 

 

6



 

 

        Available Cash is a defined term in the Company’s credit agreement and is a key measure in evaluating the Company’s ability to pay dividends.  Available cash for the three and six month periods ended June 30, 2008 and 2007 is calculated as follows:

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

(in thousands, unaudited)

 

 

 

 

 

Adjusted EBITDA

 

$

29,021

 

$

33,478

 

$

24,763

 

$

32,820

 

Less:

 

 

 

 

 

 

 

 

 

Cash paid for interest expense, net

 

4,061

 

4,251

 

8,089

 

8,178

 

Cash paid for income taxes

 

663

 

 

678

 

15

 

Capital expenditures, net of applied proceeds from dispositions

 

 

5,665

 

800

 

10,241

 

Principal repayments of indebtedness

 

5

 

14

 

20

 

27

 

Available Cash

 

$

24,292

 

$

23,548

 

$

15,176

 

$

14,359

 

 

 

 

REDDY ICE HOLDINGS, INC. AND SUBSIDIARY

RECONCILIATION OF PROJECTED NET INCOME TO

PROJECTED ADJUSTED EBITDA AND PROJECTED AVAILABLE CASH

(Unaudited)

 

 

 

 

Projected

 

 

 

Year Ending December 31,

 

 

 

2008

 

2008

 

 

 

Lower Range

 

Upper Range

 

 

 

(in millions)

 

 

 

 

 

 

 

Net income

 

$

10.4

 

$

14.5

 

Depreciation expense related to cost of sales

 

21.1

 

20.5

 

Depreciation and amortization expense

 

6.8

 

6.4

 

Interest expense, net

 

29.7

 

28.9

 

Income tax expense

 

8.2

 

11.1

 

EBITDA

 

76.2

 

81.4

 

Other non-cash charges:

 

 

 

 

 

Stock-based compensation expense

 

3.9

 

3.7

 

Loss on dispositions of assets

 

0.2

 

0.2

 

Reddy Holdings items:

 

 

 

 

 

Cost of antitrust investigations and related litigation (a)(b)

 

5.8

 

5.8

 

Transaction costs related to merger agreement (a)(b)

 

0.9

 

0.9

 

Gain on termination of merger agreement, net (a)

 

(17.0

)

(17.0

)

Adjusted EBITDA

 

$

70.0

 

$

75.0

 

Cash paid for interest expense, net

 

(16.9

)

(16.1

)

Cash paid for income taxes

 

(2.2

)

(1.5

)

Capital expenditures, net of applied proceeds from dispositions

 

(3.0

)

(0.5

)

Available Cash

 

$

47.9

 

$

56.9

 

 

                        (a)          Represents the elimination of the (i) gain recognized in connection with the termination of the merger agreement with affiliates of GSO on January 31, 2008, (ii) costs related to the GSO transaction and the related stockholder litigation, and (iii) the costs incurred in connection with the ongoing antitrust

 

 

 

 

7



 

 

                                                investigations and related litigation.  The gain related to the termination of the merger agreement is excluded from Adjusted EBITDA for purposes of the Company’s credit facility as the proposed acquisition was of Reddy Holdings.  The costs related to the antitrust investigations and related litigation are excluded from the calculation of Adjusted EBITDA as these costs have been or will be paid by Reddy Holdings.  Reddy Holdings is currently paying these costs with the excess cash remaining from the initial public offering of its common stock in August 2005 and the funds paid to Reddy Holdings by affiliates of GSO in February 2008 in connection with the termination of the merger agreement.

 

                        (b)   The projections for 2008 do not include any costs in connection with stockholder litigation related to the GSO transaction or the ongoing antitrust investigations and related litigation other than actual costs incurred through June 30, 2008, although these costs are expected to be ongoing and could be significant.

 

 

 

 

 

 

 

 

8