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GENERAC HOLDINGS INC Reports Operating Results (10-Q)

August 13, 2010 | About:
10qk

10qk

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GENERAC HOLDINGS INC (GNRC) filed Quarterly Report for the period ended 2010-06-30.

Generac Holdings Inc has a market cap of $878.6 million; its shares were traded at around $13.01 with and P/S ratio of 1.5. GNRC is in the portfolios of Ron Baron of Baron Funds, Columbia Wanger of Columbia Wanger Asset Management.

Highlight of Business Operations:

Factors influencing provision for income taxes. Because we made a Section 338(h)(10) election in connection with the 2006 CCMP transactions described below, we have $1.4 billion of tax-deductible goodwill and intangible asset amortization remaining as of December 31, 2009 that we expect to generate cash tax savings of $557 million through 2021, assuming continued profitability and a 38.5% tax rate. The amortization of these assets for tax purposes is expected to be $122 million annually through 2020 and $102 million in 2021, which generates annual cash tax savings of $47 million through 2020 and $39 million in 2021, assuming profitability and a 38.5% tax rate. Additionally, we have federal net operating loss, or NOL, carry forwards of $161.8 million as of December 31, 2009, which we expect to generate an additional $57 million of federal cash tax savings at a 35% rate when and if utilized. Based on current business plans, we believe that our cash tax obligations through 2021 will be significantly reduced by these tax attributes. However, any subsequent accumulations of common stock ownership leading to a change of control under Section 382 of the U.S. Internal Revenue Code of 1986, including through sales of stock by large stockholders, all of which are outside of our control, could limit and/or defer our ability to utilize our net operating loss carry forwards to offset future federal income tax liabilities.

In November 2006, affiliates of CCMP Capital Advisors, LLC, or CCMP, together with affiliates of Unitas Capital Ltd., (Unitas), and members of our management, purchased an aggregate of $689 million of our equity capital. In addition, on November 10, 2006, Generac Power Systems borrowed an aggregate of $1,380 million, consisting of an initial drawdown of $950 million under a $1.1 billion first lien secured credit facility and $430 million under a $430 million second lien secured credit facility. With the proceeds from these equity and debt financings, together with cash on hand at Generac Power Systems, we (1) acquired all of the capital stock of Generac Power Systems and repaid certain pre-transaction indebtedness of Generac Power Systems for $2.0 billion, (2) paid $66 million in transaction costs related to the transaction and (3) retained $3 million for general corporate purposes. For additional information concerning these and other historical transactions with CCMP, see Item 1BusinessHistoryCCMP transactions in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

During the three and six months ended June 30, 2009, affiliates of CCMP Capital Advisors, LLC (CCMP), majority shareholder of the Company, acquired $11,898,000 and $27,898,000 par value of first and second lien term loans for approximately $7,327,000 and $13,989,000, respectively. CCMP exchanged this debt for additional shares of Series A Preferred stock issued by the Company. The Company subsequently contributed this debt to its Subsidiary. The fair value of the shares exchanged was $7,327,000 and $13,989,000, respectively, for the three and six months ending June 30, 2009. These shares had beneficial conversion features which were contingent upon a future event (see note 1). The Company recorded this transaction as Series A Preferred stock of $7,327,000 and $13,989,000, respectively, for the three and six months ended June 30, 2009, based on the fair value of the debt contributed by CCMP which approximated the fair value of shares exchanged. The debt was held in treasury at face value. Consequently, the Company recorded a gain on extinguishment of debt of $4,414,000 and $13,510,000 respectively, which includes the write-off of deferred financing fees and other closing costs, in the consolidated statement of operations for the three and six months ended June 30, 2009, respectively.

Operating expenses. Operating expenses increased $0.5 million, or 1.4%, to $35.9 million for the three months ended June 30, 2010 from $35.4 million for the three months ended June 30, 2009. Selling and service expenses decreased $2.0 million due to lower variable selling expenses related to our decrease in net sales. Research and development expenses increased year over year by $0.9 million from increased product development and engineering resource investment. General and administrative expenses increased $1.7 million mainly due to $1.7 million of share based compensation expense recorded during the three months ended June 30, 2010 for the time vesting of stock option, restricted stock and other stock awards issued in connection with our IPO. General and administrative expenses also include additional administrative costs incurred as a result of becoming a public company in the first quarter of 2010.

Operating expenses increased $2.7 million, or 4.0%, to $71.8 million for the six months ended June 30, 2010 from $69.1 million for the six months ended June 30, 2009. Selling and service expenses decreased $2.1 million due to lower variable expenses related to our decrease in net sales. Research and development expenses increased year over year $2.0 million from increased product development and engineering resource investment. General and administrative expenses increased $3.0 million mainly due to $3.0 million of share based compensation expense recorded during the six months ended June 30, 2010 for the time vesting of stock option, restricted stock and other stock awards issued in connection with our IPO.

In November 2006, Generac Power Systems entered into a seven-year $950.0 million first lien term loan (bearing interest at LIBOR + 2.5%), a seven-and-a-half year $430.0 million second lien term loan (bearing interest at LIBOR + 6%), and a six-year $150.0 million revolving credit facility (bearing interest at LIBOR + 2.5%). On February 17, 2010, we used approximately $221.6 million of the net proceeds of our initial public offering to pay down our second lien term loan in full and to repay a portion of our first lien term loan. In March 2010, we used a substantial portion of our cash and cash equivalents on hand to repay an additional $138.5 million of our first lien term loan. As a result of these pay downs, previous payments of principal and prior repurchases of debt by our affiliates, at June 30, 2010, the outstanding balance on the first lien credit facility had been reduced to $731.4 million, and our second lien credit facility had been repaid in full and terminated.

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