Compass Diversified (NYSE: CODI) (“CODI” or the “Company”),
an owner of leading middle market businesses, announced today its
consolidated operating results for the three and twelve months
ended December 31, 2021.
“Our momentum continued in the fourth quarter as
CODI delivered a fourth consecutive quarter of record results and
the best year-end results in our history,” said Elias Sabo, CEO of
Compass Diversified. “Our consumer business again delivered solid
results, driven by continued strong performance at our most recent
acquisitions, and our niche industrial business experienced
increased demand for their products during the fourth quarter. We
continued to deploy capital into our existing subsidiaries in the
fourth quarter acquiring Lizard Skins and Plymouth Foam as
strategic add-ons to Marucci Sports and Altor Solutions,
respectively, demonstrating our sustainable investing philosophy
and continued commitment to deploying capital to enhance value at a
subsidiary level.”
Mr. Sabo continued, “Looking ahead, we enter
2022 with a strong balance sheet, substantial liquidity and remain
confident in our ability to generate long term shareholder value in
the years ahead through the continued deployment of capital into
accretive platform and add-on acquisitions and subsidiary growth
opportunities.”
Fourth Quarter and Full Year 2021
Highlights
- Reported net sales
of $536.6 million for the fourth quarter 2021 and $1.842 billion
for the full year 2021;
- Reported a net
income of $25.9 million for the fourth quarter 2021 and net income
of $126.8 million for the full year 2021;
- Reported Adjusted
Earnings, a new non-GAAP financial measure, of $32.5 million for
the fourth quarter of 2021 and $117.7 million for the full year of
2021;
- Reported non-GAAP
Adjusted EBITDA of $88.9 million for the fourth quarter 2021 and
$327.3 million for the full year 2021;
- Reported Cash Used
in Operating Activities of $(13.1) million for the fourth quarter
2021 and Provided by Operating Activities of $134.1 million for the
full year 2021, and non-GAAP Cash Flow Available for Distribution
and Reinvestment ("CAD") of $42.1 million for the fourth quarter
2021 and $177.4 million for the full year 2021;
- Paid a fourth
quarter 2021 cash distribution of $0.25 per share on CODI's common
shares in January 2022; and
- Paid quarterly cash
distributions of $0.453125 per share on the Company's 7.250% Series
A Preferred Shares, $0.4921875 per share on the Company's 7.875%
Series B Preferred Shares, and $0.4921875 per share on the
Company's 7.875% Series C Preferred Shares payable on January 30,
2022.
Operating Results
Net sales for the quarter ended December 31,
2021 were $536.6 million, as compared to $421.6 million for the
quarter ended December 31, 2020. Net sales were $1.842 billion for
the year ended December 31, 2021, as compared to $1.360 billion for
the year ended December 31, 2020.
Net income for the quarter ended December 31,
2021 was $25.9 million, as compared to net income of $8.8 million
for the quarter ended December 31, 2020. For the year ended
December 31, 2021, CODI reported net income of $126.8 million
compared to net income of $27.2 million for the year ended December
31, 2020. The increase in net income for the year ended
December 31, 2021 as compared to the prior year was primarily
related to the gain on the sale of Liberty Safe.
Adjusted Earnings (see "Note Regarding Use of
Non-GAAP Financial Measures" below) for the quarter ended December
31, 2021 was $32.5 million, as compared to $22.7 million for the
quarter ended December 31, 2020. Adjusted Earnings
for the year ended December 31, 2021 was $117.7 million, as
compared to $55.0 million for the year ended December 31,
2020. Adjusted EBITDA (see "Note Regarding Use of
Non-GAAP Financial Measures" below) for the quarter ended December
31, 2021 was $88.9 million, as compared to $69.3 million for the
quarter ended December 31, 2020. Adjusted EBITDA
for the year ended December 31, 2021 was $327.3 million, as
compared to $203.9 million for the year ended December 31,
2020. The increase in Adjusted Earnings and Adjusted
EBITDA for the fourth quarter and full year 2021, as compared to
prior year periods, was primarily a result of our 2020 acquisitions
of BOA and Marucci, and our 2021 acquisition of Lugano Diamonds, as
well as strong performance in the other branded consumer companies.
In addition, the prior year results were negatively impacted by the
effects of the COVID-19 pandemic.
Liquidity and Capital
Resources
For the quarter ended December 31, 2021, CODI
reported Cash Used in Operating Activities of $(13.1) million, as
compared to Cash Provided by Operating Activities of $35.8 million
for the quarter ended December 31, 2020. The decline in cash
provided by operating activities during the fourth quarter of 2021
as compared to the prior year was a result of an increase in
working capital at certain subsidiaries, primarily in inventory, to
satisfy near term sales demand.
CODI reported CAD (see "Note Regarding Use of
Non-GAAP Financial Measures" below) of $42.1 million for the
quarter ended December 31, 2021, as compared to $36.0 million for
the prior year's comparable quarter.
CODI's weighted average number of shares
outstanding for the quarter ended December 31, 2021 was 66.6
million, and for the quarter ended December 31, 2020 was 64.9
million.
As of December 31, 2021, CODI had approximately
$157.1 million in cash and cash equivalents, $0 million outstanding
on its revolving credit facility, $1 billion outstanding in 5.25%
Senior Notes due 2029 and $300 million outstanding in 5.00% Senior
Notes due 2032.
The Company has no significant debt maturities
until 2029 and had net borrowing availability of approximately $600
million at December 31, 2021 under its revolving credit
facility.
Fourth Quarter 2021
Distributions
On January 3, 2022, CODI's Board of Directors
(the “Board”) declared a fourth quarter distribution of $0.25 per
share on the Company's common shares. The cash distribution was
paid on January 20, 2022 to all holders of record of common shares
as of January 13, 2022. As previously announced and disclosed by
CODI, the reduction in the fourth quarter common distribution is a
result of the Company’s tax reclassification which became effective
on September 1, 2021 and the assumption of corporate tax
liability.
The Board also declared a quarterly cash
distribution of $0.453125 per share on the Company’s 7.250% Series
A Preferred Shares (the “Series A Preferred Shares”). The
distribution on the Series A Preferred Shares covered the period
from, and including, October 30, 2021, up to, but excluding,
January 30, 2022. The distribution for such period was payable on
January 30, 2022 to all holders of record of Series A Preferred
Shares as of January 15, 2022. The payment occurred on January 31,
2022, the next business day following the payment date.
The Board also declared a quarterly cash
distribution of $0.4921875 per share on the Company’s 7.875% Series
B Preferred Shares (the “Series B Preferred Shares”). The
distribution on the Series B Preferred Shares covered the period
from, and including, October 30, 2021, up to, but excluding,
January 30, 2022. The distribution for such period was payable on
January 30, 2022 to all holders of record of Series B Preferred
Shares as of January 15, 2022. The payment occurred on January 31,
2022, the next business day following the payment date.
The Board also declared a quarterly cash
distribution of $0.4921875 per share on the Company’s 7.875% Series
C Preferred Shares (the “Series C Preferred Shares”). The
distribution on the Series C Preferred Shares covered the period
from, and including, October 30, 2021, up to, but excluding,
January 30, 2022. The distribution for such period was payable on
January 30, 2022 to all holders of record of Series C Preferred
Shares as of January 15, 2022. The payment occurred on January 31,
2022, the next business day following the payment date.
2022 Guidance
The Company expects to produce consolidated
Adjusted EBITDA in 2022 of between $400 million and $420 million.
The Adjusted EBITDA estimate is based on the summation of our
expectations for our current subsidiaries in 2022, including ACI,
absent additional acquisitions or divestitures. In
addition, the Company expects to produce Adjusted Earnings in 2022
of between $110 million and $125 million. The Adjusted Earnings
estimate is based on the summation of our expectations for our
current subsidiaries in 2022, excluding ACI, absent additional
acquisitions or divestitures.
5.11 Initial Public Offering
Update
The Company has decided to postpone its proposed
initial public offering of 5.11 due to adverse market
conditions.
Conference Call
Management will host a conference call on
Thursday, February 24, 2022 at 5:00 p.m. ET to discuss the latest
corporate developments and financial results. The dial-in number
for callers in the U.S. is (844) 200-6205 and the dial-in number
for international callers is + 1 929 526-1599. The access code for
all callers is 091769. A live webcast will also be available on the
Company's website at https://www.compassdiversified.com.
A replay of the call will be available through
Thursday, March 3, 2022. To access the replay, please dial (929)
458-6194 in the U.S. and + 44 204 525 0658 outside the U.S., and
then enter the access code 019320.
Note Regarding Use of Non-GAAP Financial
Measures
Adjusted EBITDA and Adjusted Earnings are
non-GAAP measures used by the Company to assess its performance. We
have reconciled Adjusted EBITDA to Net Income (Loss) from
Continuing Operations and Adjusted Earnings to Net Income (Loss) on
the attached schedules. We consider Net Income (Loss) from
Continuing Operations to be the most directly comparable GAAP
financial measure to Adjusted EBITDA and Net Income (Loss) to be
the most directly comparable GAAP financial measure to Adjusted
Earnings. We believe that Adjusted EBITDA and Adjusted Earnings
provides useful information to investors and reflects important
financial measures as it excludes the effects of items which
reflect the impact of long-term investment decisions, rather than
the performance of near-term operations. When compared to Net
Income (Loss) and Net Income (Loss) from Continuing Operations,
Adjusted EBITDA and Adjusted Earnings, respectively, are each
limited in that they do not reflect the periodic costs of certain
capital assets used in generating revenues of our businesses or the
non-cash charges associated with impairments, as well as certain
cash charges. The presentation of Adjusted EBITDA allows investors
to view the performance of our businesses in a manner similar to
the methods used by us and the management of our businesses,
provides additional insight into our operating results and provides
a measure for evaluating targeted businesses for acquisition. The
presentation of Adjusted Earnings provides insight into our
operating results and provides a measure for evaluating earnings
from continuing operations available to common
shareholders. We believe Adjusted EBITDA and Adjusted
Earnings are also useful in measuring our ability to service debt
and other payment obligations.
CAD is a non-GAAP measure used by the Company to
assess its performance, as well as its ability to sustain quarterly
distributions. We have reconciled CAD to Net Income (Loss) on the
attached schedules. We consider Net Income (Loss) to be the most
directly comparable GAAP financial measures to CAD. CAD
is calculated after taking into account all interest expense, cash
taxes paid and maintenance capital expenditures, and includes the
operating results of each of our businesses for the periods during
which CODI owned them.
In reliance on the unreasonable efforts
exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, we
have not reconciled 2022 Adjusted EBITDA or 2022 Adjusted Earnings
to their comparable GAAP measure because we do not provide guidance
on Net Income (Loss) or the applicable reconciling items as a
result of the uncertainty regarding, and the potential variability
of, these items. For the same reasons, we are unable to address the
probable significance of the unavailable information, which could
be material to future results. Accordingly, undue reliance should
not be placed on these estimates.
None of Adjusted Earnings, Adjusted EBITDA nor
CAD is meant to be a substitute for GAAP measures and may be
different from or otherwise inconsistent with non-GAAP financial
measures used by other companies.
About Compass Diversified (“CODI”)
CODI owns and manages a diverse set of highly defensible North
American middle market businesses. Each of its current subsidiaries
is a leader in its niche market. For more information, visit
compassdiversified.com.
Leveraging its permanent capital base, long-term disciplined
approach and actionable expertise, CODI maintains controlling
ownership interests in each of its subsidiaries, maximizing its
ability to impact long-term cash flow generation and value
creation. The Company provides both debt and equity capital for its
subsidiaries, contributing to their financial and operating
flexibility. CODI utilizes the cash flows generated by its
subsidiaries to invest in the long-term growth of the Company and
has consistently generated strong returns through its culture of
transparency, alignment and accountability.
Our ten majority-owned subsidiaries are engaged in the following
lines of business:
|
• |
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The design and marketing of
purpose-built technical apparel and gear serving a wide range of
global customers (5.11); |
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• |
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The manufacture of quick-turn,
small-run and production rigid printed circuit boards
(Advanced Circuits); |
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• |
|
The design and manufacture of
custom packaging, insulation and componentry (Altor
Solutions); |
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|
• |
|
The manufacture of engineered
magnetic solutions for a wide range of specialty applications and
end-markets (Arnold Magnetic Technologies); |
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|
• |
|
The design, engineering and
marketing of dial based fit systems delivering a scientifically
proven performance advantage for athletes (BOA
Technology); |
|
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|
• |
|
The design and marketing of
wearable baby carriers, strollers and related products
(Ergobaby) |
|
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|
• |
|
The design, manufacture, and marketing of high-end, one-of-a kind
jewelry (Lugano Diamonds); |
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|
• |
|
The design and manufacture of
baseball and softball equipment and apparel (Marucci
Sports); |
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|
• |
|
The manufacture and marketing
of portable food warming systems used in the foodservice industry,
creative indoor and outdoor lighting, and home fragrance solutions
for the consumer markets (Sterno); and |
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|
• |
|
The design, manufacture and
marketing of airguns, archery products, optics and related
accessories (Velocity Outdoor). |
On October 13, 2021, we, as the representative
of the holders of stock and options of Advanced Circuits, entered
into a definitive plan of merger to sell all of the outstanding
securities of Advanced Circuits. Advanced Circuits has been
classified as held for sale at December 31, 2021.
Forward Looking Statements
Certain statements in this press release may be
deemed forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.
Forward-looking statements include, but are not limited to,
statements as to our future performance or liquidity, such as
expectations regarding our results of operations and financial
condition, our 2022 Adjusted EBITDA, our 2022 Adjusted Earnings,
our pending acquisitions and divestitures, and other statements
with regard to the future performance of CODI. We may use words
such as “plans,” “anticipate,” “believe,” “expect,” “intend,”
“will,” “should,” “may,” “seek,” “look,” and similar expressions to
identify forward-looking statements. The forward-looking statements
contained in this press release involve risks and uncertainties.
Actual results could differ materially from those implied or
expressed in the forward-looking statements for any reason,
including the factors set forth in “Risk Factors” and elsewhere in
CODI’s annual report on Form 10-K and its quarterly reports on Form
10-Q. Other factors that could cause actual results to differ
materially include: changes in the economy, financial markets and
political environment; risks associated with possible disruption in
CODI’s operations or the economy generally due to terrorism,
natural disasters, social, civil and political unrest or the
COVID-19 pandemic; future changes in laws or regulations (including
the interpretation of these laws and regulations by regulatory
authorities); general considerations associated with the COVID-19
pandemic and its impact on the markets in which we operate;
disruption in the global supply chain, labor shortages and high
labor costs; our business prospects and the prospects of our
subsidiaries; the impact of, and ability to successfully complete
and integrate, investments that we make or expect to make; the
dependence of our future success on the general economy and its
impact on the industries in which we operate; the ability of our
subsidiaries to achieve their objectives; the adequacy of our cash
resources and working capital; the timing of cash flows, if any,
from the operations of our subsidiaries; and other considerations
that may be disclosed from time to time in CODI’s publicly
disseminated documents and filings. Undue reliance should not be
placed on such forward-looking statements as such statements speak
only as of the date on which they are made. Although, except as
required by law, CODI undertakes no obligation to revise or update
any forward-looking statements, whether as a result of new
information, future events or otherwise, you are advised to consult
any additional disclosures that CODI may make directly to you or
through reports that it in the future may file with the SEC,
including annual reports on Form 10-K, quarterly reports on Form
10-Q and current reports on Form 8-K.
Compass Diversified
HoldingsCondensed Consolidated Balance
Sheets
|
|
|
|
|
December 31, 2021 |
|
December 31, 2020 |
(in thousands) |
|
|
|
Assets |
|
|
|
Current assets |
|
|
|
Cash and cash equivalents |
$ |
157,125 |
|
|
$ |
60,023 |
|
Accounts receivable, net |
|
268,262 |
|
|
|
206,728 |
|
Inventories, net |
|
562,084 |
|
|
|
350,594 |
|
Prepaid expenses and other current assets |
|
56,575 |
|
|
|
40,381 |
|
Current assets held-for-sale |
|
99,423 |
|
|
|
17,136 |
|
Current assets of discontinued operations |
|
— |
|
|
|
33,505 |
|
Total current assets |
|
1,143,469 |
|
|
|
708,367 |
|
Property, plant and equipment,
net |
|
178,393 |
|
|
|
153,653 |
|
Goodwill and intangible
assets, net |
|
1,688,082 |
|
|
|
1,500,589 |
|
Other non-current assets |
|
134,317 |
|
|
|
97,309 |
|
Non-current assets
held-for-sale |
|
— |
|
|
|
84,728 |
|
Non-current assets of
discontinued operations |
|
— |
|
|
|
53,872 |
|
Total
assets |
$ |
3,144,261 |
|
|
$ |
2,598,518 |
|
|
|
|
|
Liabilities and
stockholders’ equity |
|
|
|
Current liabilities |
|
|
|
Accounts payable and accrued expenses |
$ |
295,206 |
|
|
$ |
225,919 |
|
Due to related party |
|
11,705 |
|
|
|
10,012 |
|
Other current liabilities |
|
45,490 |
|
|
|
34,381 |
|
Current liabilities held-for-sale |
|
29,127 |
|
|
|
9,169 |
|
Current liabilities of discontinued operations |
|
— |
|
|
|
15,230 |
|
Total current liabilities |
|
381,528 |
|
|
|
294,711 |
|
Deferred income taxes |
|
84,344 |
|
|
|
67,836 |
|
Long-term debt |
|
1,284,826 |
|
|
|
899,460 |
|
Other non-current
liabilities |
|
109,033 |
|
|
|
83,693 |
|
Non-current liabilities
held-for-sale |
|
— |
|
|
|
21,535 |
|
Non-current liabilities of
discontinued operations |
|
— |
|
|
|
11,135 |
|
Total liabilities |
|
1,859,731 |
|
|
|
1,378,370 |
|
Stockholders'
equity |
|
|
|
Total stockholders' equity
attributable to Holdings |
|
1,111,816 |
|
|
|
1,100,024 |
|
Noncontrolling interest |
|
175,328 |
|
|
|
123,463 |
|
Noncontrolling interest
held-for-sale |
|
(2,614 |
) |
|
|
(7,175 |
) |
Noncontrolling interest of
discontinued operations |
|
— |
|
|
|
3,836 |
|
Total stockholders' equity |
|
1,284,530 |
|
|
|
1,220,148 |
|
Total liabilities and
stockholders’ equity |
$ |
3,144,261 |
|
|
$ |
2,598,518 |
|
|
|
|
|
Compass Diversified
HoldingsConsolidated Statements of
Operations
|
|
|
|
|
|
|
|
|
Three months ended December 31, |
|
Year ended December 31, |
(in thousands, except per share data) |
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
Net sales |
$ |
536,612 |
|
|
$ |
421,609 |
|
|
$ |
1,841,668 |
|
|
$ |
1,359,567 |
|
Cost of sales |
|
334,202 |
|
|
|
265,902 |
|
|
|
1,115,711 |
|
|
|
864,602 |
|
Gross
profit |
|
202,410 |
|
|
|
155,707 |
|
|
|
725,957 |
|
|
|
494,965 |
|
Operating expenses: |
|
|
|
|
|
|
|
Selling, general and administrative expense |
|
132,788 |
|
|
|
103,459 |
|
|
|
459,204 |
|
|
|
344,418 |
|
Management fees |
|
12,814 |
|
|
|
11,063 |
|
|
|
46,943 |
|
|
|
33,749 |
|
Amortization expense |
|
23,835 |
|
|
|
18,399 |
|
|
|
80,307 |
|
|
|
61,682 |
|
Operating
income |
|
32,973 |
|
|
|
22,786 |
|
|
|
139,503 |
|
|
|
55,116 |
|
Other income (expense): |
|
|
|
|
|
|
|
Interest expense, net |
|
(16,232 |
) |
|
|
(13,647 |
) |
|
|
(58,839 |
) |
|
|
(45,769 |
) |
Amortization of debt issuance costs |
|
(812 |
) |
|
|
(659 |
) |
|
|
(2,979 |
) |
|
|
(2,454 |
) |
Loss on debt extinguishment |
|
— |
|
|
|
— |
|
|
|
(33,305 |
) |
|
|
— |
|
Other income (expense), net |
|
600 |
|
|
|
(406 |
) |
|
|
(1,184 |
) |
|
|
(2,459 |
) |
Net income before
income taxes |
|
16,529 |
|
|
|
8,074 |
|
|
|
43,196 |
|
|
|
4,434 |
|
Provision (benefit) for income taxes |
|
(3,777 |
) |
|
|
6,933 |
|
|
|
18,337 |
|
|
|
10,175 |
|
Income (loss) from
continuing operations |
|
20,306 |
|
|
|
1,141 |
|
|
|
24,859 |
|
|
|
(5,741 |
) |
Income from discontinued operations, net of income tax |
|
5,577 |
|
|
|
7,639 |
|
|
|
29,180 |
|
|
|
32,838 |
|
Gain on sale of discontinued operations |
|
25 |
|
|
|
— |
|
|
|
72,770 |
|
|
|
100 |
|
Net
income |
|
25,908 |
|
|
|
8,780 |
|
|
|
126,809 |
|
|
|
27,197 |
|
Less: Net income (loss) attributable to noncontrolling
interest |
|
2,745 |
|
|
|
(492 |
) |
|
|
7,740 |
|
|
|
(480 |
) |
Less: Net income from discontinued operations attributable to
noncontrolling interest |
|
1,075 |
|
|
|
906 |
|
|
|
4,517 |
|
|
|
4,897 |
|
Net income
attributable to Holdings |
$ |
22,088 |
|
|
$ |
8,366 |
|
|
$ |
114,552 |
|
|
$ |
22,780 |
|
|
|
|
|
|
|
|
|
Basic income (loss) per common
share attributable to Holdings |
|
|
|
|
|
|
|
Continuing operations |
$ |
(0.14 |
) |
|
$ |
(0.15 |
) |
|
$ |
(0.76 |
) |
|
$ |
(0.72 |
) |
Discontinued operations |
|
0.06 |
|
|
|
0.09 |
|
|
|
1.49 |
|
|
|
0.38 |
|
|
$ |
(0.08 |
) |
|
$ |
(0.06 |
) |
|
$ |
0.73 |
|
|
$ |
(0.34 |
) |
|
|
|
|
|
|
|
|
Basic weighted average number
of common shares outstanding |
|
66,623 |
|
|
|
64,900 |
|
|
|
65,362 |
|
|
|
63,151 |
|
|
|
|
|
|
|
|
|
Cash distributions declared
per Trust common share |
$ |
0.25 |
|
|
$ |
0.36 |
|
|
$ |
2.21 |
|
|
$ |
1.44 |
|
Compass Diversified
HoldingsNet Income (Loss) to Non-GAAP Adjusted
Earnings - 2021(Unaudited)
|
Three months ended |
|
Year ended |
(in thousands) |
March 31, 2021 |
|
June 30, 2021 |
|
September 30, 2021 |
|
December 31, 2021 |
|
December 31, 2021 |
Net income (loss) |
$ |
21,996 |
|
|
$ |
(11,251 |
) |
|
$ |
90,156 |
|
|
$ |
25,908 |
|
|
$ |
126,809 |
|
Gain on sale of discontinued
operations, net of tax |
|
— |
|
|
|
— |
|
|
|
72,745 |
|
|
|
25 |
|
|
|
72,770 |
|
Income from discontinued
operations, net of tax |
|
8,914 |
|
|
|
10,357 |
|
|
|
4,332 |
|
|
|
5,577 |
|
|
|
29,180 |
|
Net income (loss) from
continuing operations |
$ |
13,082 |
|
|
$ |
(21,608 |
) |
|
$ |
13,079 |
|
|
$ |
20,306 |
|
|
$ |
24,859 |
|
Less: income from continuing
operations attributable to noncontrolling interest |
|
1,903 |
|
|
|
1,967 |
|
|
|
1,125 |
|
|
|
2,745 |
|
|
|
7,740 |
|
Net income (loss)
attributable to Holdings - continuing operations |
$ |
11,179 |
|
|
$ |
(23,575 |
) |
|
$ |
11,954 |
|
|
$ |
17,561 |
|
|
$ |
17,119 |
|
Less: Distributions paid -
Preferred Shares |
|
(6,045 |
) |
|
|
(6,046 |
) |
|
|
(6,045 |
) |
|
|
(6,045 |
) |
|
|
(24,181 |
) |
Less: Held-for-sale corporate
tax impact |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(12,119 |
) |
|
|
(12,119 |
) |
Add: Amortization expense -
intangibles and inventory step-up |
|
18,589 |
|
|
|
18,837 |
|
|
|
19,047 |
|
|
|
26,596 |
|
|
|
83,069 |
|
Add: Loss on debt
extinguishment |
|
— |
|
|
|
33,305 |
|
|
|
— |
|
|
|
— |
|
|
|
33,305 |
|
Add: Stock compensation
expense |
|
2,640 |
|
|
|
2,716 |
|
|
|
2,768 |
|
|
|
2,817 |
|
|
|
10,941 |
|
Add: Acquisition expenses |
|
299 |
|
|
|
11 |
|
|
|
1,866 |
|
|
|
1,415 |
|
|
|
3,591 |
|
Add: Integration services
fees |
|
1,600 |
|
|
|
1,600 |
|
|
|
1,100 |
|
|
|
563 |
|
|
|
4,863 |
|
Add (less): Other |
|
(2,101 |
) |
|
|
1,032 |
|
|
|
460 |
|
|
|
1,709 |
|
|
|
1,100 |
|
Adjusted
earnings |
$ |
26,161 |
|
|
$ |
27,880 |
|
|
$ |
31,150 |
|
|
$ |
32,497 |
|
|
$ |
117,688 |
|
Compass Diversified
HoldingsNet Income (Loss) to Non-GAAP Adjusted
Earnings - 2020(Unaudited)
|
Three months ended |
|
Year ended |
(in thousands) |
March 31, 2020 |
|
June 30, 2020 |
|
September 30, 2020 |
|
December 31, 2020 |
|
December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
4,880 |
|
|
$ |
(7,366 |
) |
|
$ |
20,903 |
|
|
$ |
8,780 |
|
|
$ |
27,197 |
|
Gain on sale of discontinued
operations, net of tax |
|
— |
|
|
|
— |
|
|
|
100 |
|
|
|
— |
|
|
|
100 |
|
Income from discontinued
operations, net of tax |
|
6,916 |
|
|
|
8,715 |
|
|
|
9,568 |
|
|
|
7,639 |
|
|
|
32,838 |
|
Net income (loss) from
continuing operations |
$ |
(2,036 |
) |
|
$ |
(16,081 |
) |
|
$ |
11,235 |
|
|
$ |
1,141 |
|
|
$ |
(5,741 |
) |
Less: income (loss) from
continuing operations attributable to noncontrolling interest |
|
211 |
|
|
|
(468 |
) |
|
|
269 |
|
|
|
(492 |
) |
|
|
(480 |
) |
Net income (loss)
attributable to Holdings - continuing operations |
$ |
(2,247 |
) |
|
$ |
(15,613 |
) |
|
$ |
10,966 |
|
|
$ |
1,633 |
|
|
$ |
(5,261 |
) |
Less: Distributions paid -
Preferred Shares |
|
(5,542 |
) |
|
|
(6,045 |
) |
|
|
(6,046 |
) |
|
|
(6,045 |
) |
|
|
(23,678 |
) |
Add: Amortization expense -
intangibles and inventory step-up |
|
13,421 |
|
|
|
17,710 |
|
|
|
16,533 |
|
|
|
19,881 |
|
|
|
67,545 |
|
Add: Loss on debt
extinguishment |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Add: Stock compensation
expense |
|
1,924 |
|
|
|
1,760 |
|
|
|
2,038 |
|
|
|
2,749 |
|
|
|
8,471 |
|
Add: Acquisition expenses |
|
— |
|
|
|
2,042 |
|
|
|
273 |
|
|
|
2,517 |
|
|
|
4,832 |
|
Add: Integration services
fees |
|
— |
|
|
|
— |
|
|
|
500 |
|
|
|
1,625 |
|
|
|
2,125 |
|
Add (less): Other |
|
— |
|
|
|
595 |
|
|
|
— |
|
|
|
326 |
|
|
|
921 |
|
Adjusted
earnings |
$ |
7,556 |
|
|
$ |
449 |
|
|
$ |
24,264 |
|
|
$ |
22,686 |
|
|
$ |
54,955 |
|
Compass Diversified
HoldingsAdjusted Earnings to Adjusted
EBITDA(Unaudited)
|
Three months ended |
|
Year ended |
(in thousands) |
March 31, 2021 |
|
June 30, 2021 |
|
September 30, 2021 |
|
December 31, 2021 |
|
December 31, 2021 |
Adjusted earnings |
$ |
26,161 |
|
|
$ |
27,880 |
|
|
$ |
31,150 |
|
|
$ |
32,497 |
|
|
$ |
117,688 |
|
Add: |
|
|
|
|
|
|
|
|
|
Depreciation |
|
8,557 |
|
|
|
8,945 |
|
|
|
9,854 |
|
|
|
9,980 |
|
|
|
37,336 |
|
Income taxes |
|
5,308 |
|
|
|
8,344 |
|
|
|
8,462 |
|
|
|
(3,777 |
) |
|
|
18,337 |
|
Held-for-sale tax impact -
corporate |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12,119 |
|
|
|
12,119 |
|
Interest expense, net |
|
13,805 |
|
|
|
14,947 |
|
|
|
13,855 |
|
|
|
16,232 |
|
|
|
58,839 |
|
Amortization of debt
issuance |
|
686 |
|
|
|
722 |
|
|
|
759 |
|
|
|
812 |
|
|
|
2,979 |
|
Management fees |
|
10,798 |
|
|
|
11,058 |
|
|
|
12,273 |
|
|
|
12,814 |
|
|
|
46,943 |
|
Noncontrolling interest |
|
1,903 |
|
|
|
1,967 |
|
|
|
1,125 |
|
|
|
2,745 |
|
|
|
7,740 |
|
Preferred distributions |
|
6,045 |
|
|
|
6,046 |
|
|
|
6,045 |
|
|
|
6,045 |
|
|
|
24,181 |
|
Other expense (income) |
|
2,228 |
|
|
|
642 |
|
|
|
(1,086 |
) |
|
|
(600 |
) |
|
|
1,184 |
|
Adjusted
EBITDA |
$ |
75,491 |
|
|
$ |
80,551 |
|
|
$ |
82,437 |
|
|
$ |
88,867 |
|
|
$ |
327,346 |
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Year ended |
(in thousands) |
March 31, 2020 |
|
June 30, 2020 |
|
September 30, 2020 |
|
December 31, 2020 |
|
December 31, 2020 |
Adjusted earnings |
$ |
7,556 |
|
|
$ |
449 |
|
|
$ |
24,264 |
|
|
$ |
22,686 |
|
|
$ |
54,955 |
|
Add: |
|
|
|
|
|
|
|
|
|
Depreciation |
|
7,334 |
|
|
|
7,628 |
|
|
|
7,852 |
|
|
|
8,317 |
|
|
|
31,131 |
|
Income taxes |
|
(1,744 |
) |
|
|
5,648 |
|
|
|
(662 |
) |
|
|
6,933 |
|
|
|
10,175 |
|
Interest expense, net |
|
8,597 |
|
|
|
11,174 |
|
|
|
12,351 |
|
|
|
13,647 |
|
|
|
45,769 |
|
Amortization of debt
issuance |
|
525 |
|
|
|
610 |
|
|
|
660 |
|
|
|
659 |
|
|
|
2,454 |
|
Management fees |
|
8,369 |
|
|
|
4,909 |
|
|
|
9,408 |
|
|
|
11,063 |
|
|
|
33,749 |
|
Noncontrolling interest |
|
211 |
|
|
|
(468 |
) |
|
|
269 |
|
|
|
(492 |
) |
|
|
(480 |
) |
Preferred distributions |
|
5,542 |
|
|
|
6,045 |
|
|
|
6,046 |
|
|
|
6,045 |
|
|
|
23,678 |
|
Other expense (income) |
|
(661 |
) |
|
|
2,373 |
|
|
|
341 |
|
|
|
406 |
|
|
|
2,459 |
|
Adjusted
EBITDA |
$ |
35,729 |
|
|
$ |
38,368 |
|
|
$ |
60,529 |
|
|
$ |
69,264 |
|
|
$ |
203,890 |
|
|
|
|
|
|
|
|
|
|
|
Compass Diversified
HoldingsNet Income (Loss) from Continuing
Operations to Non-GAAP Consolidated EBITDA
ReconciliationYear ended December 31,
2021(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
5.11 |
|
BOA |
|
Ergo |
|
Lugano |
|
Marucci Sports |
|
Velocity Outdoor |
|
Altor Solutions |
|
Arnold |
|
Sterno |
|
Consolidated |
Net income from continuing operations (1) |
|
$ |
(72,624 |
) |
|
$ |
20,152 |
|
$ |
21,178 |
|
$ |
5,079 |
|
$ |
5,239 |
|
$ |
10,232 |
|
|
$ |
23,035 |
|
|
$ |
7,871 |
|
|
$ |
5,013 |
|
$ |
(316 |
) |
|
$ |
24,859 |
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
|
(12,119 |
) |
|
|
6,905 |
|
|
3,559 |
|
|
2,018 |
|
|
2,094 |
|
|
3,070 |
|
|
|
6,237 |
|
|
|
2,619 |
|
|
|
1,345 |
|
|
2,609 |
|
|
|
18,337 |
Interest expense, net |
|
|
58,639 |
|
|
|
16 |
|
|
— |
|
|
— |
|
|
9 |
|
|
5 |
|
|
|
165 |
|
|
|
(1 |
) |
|
|
6 |
|
|
— |
|
|
|
58,839 |
Intercompany interest |
|
|
(66,765 |
) |
|
|
11,868 |
|
|
8,581 |
|
|
1,960 |
|
|
2,450 |
|
|
3,110 |
|
|
|
7,461 |
|
|
|
7,558 |
|
|
|
5,455 |
|
|
18,322 |
|
|
|
— |
Loss on debt extinguishment |
|
|
33,305 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
33,305 |
Depreciation and amortization |
|
|
1,025 |
|
|
|
22,355 |
|
|
20,279 |
|
|
8,435 |
|
|
4,757 |
|
|
8,634 |
|
|
|
12,704 |
|
|
|
12,938 |
|
|
|
8,888 |
|
|
23,369 |
|
|
|
123,384 |
EBITDA |
|
|
(58,539 |
) |
|
|
61,296 |
|
|
53,597 |
|
|
17,492 |
|
|
14,549 |
|
|
25,051 |
|
|
|
49,602 |
|
|
|
30,985 |
|
|
|
20,707 |
|
|
43,984 |
|
|
|
258,724 |
Other (income) expense |
|
|
(284 |
) |
|
|
125 |
|
|
377 |
|
|
— |
|
|
16 |
|
|
(119 |
) |
|
|
2,573 |
|
|
|
(323 |
) |
|
|
8 |
|
|
(1,189 |
) |
|
|
1,184 |
Non-controlling shareholder compensation |
|
|
— |
|
|
|
2,428 |
|
|
2,194 |
|
|
1,693 |
|
|
190 |
|
|
1,101 |
|
|
|
1,020 |
|
|
|
1,035 |
|
|
|
38 |
|
|
1,242 |
|
|
|
10,941 |
Acquisition expenses |
|
|
39 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
1,827 |
|
|
971 |
|
|
|
— |
|
|
|
444 |
|
|
|
310 |
|
|
— |
|
|
|
3,591 |
Integration services fee |
|
|
— |
|
|
|
— |
|
|
3,300 |
|
|
— |
|
|
563 |
|
|
1,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
4,863 |
Other |
|
|
1,132 |
|
|
|
273 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,000 |
|
|
|
(2,300 |
) |
|
|
— |
|
|
|
— |
|
|
995 |
|
|
|
1,100 |
Management fees |
|
|
41,505 |
|
|
|
1,000 |
|
|
1,000 |
|
|
500 |
|
|
188 |
|
|
500 |
|
|
|
500 |
|
|
|
750 |
|
|
|
500 |
|
|
500 |
|
|
|
46,943 |
Adjusted
EBITDA |
|
$ |
(16,147 |
) |
|
$ |
65,122 |
|
$ |
60,468 |
|
$ |
19,685 |
|
$ |
17,333 |
|
$ |
29,504 |
|
|
$ |
51,395 |
|
|
$ |
32,891 |
|
|
$ |
21,563 |
|
$ |
45,532 |
|
|
$ |
327,346 |
(1) Net income from continuing operations does
not include income from discontinued operations for the twelve
months ended December 31, 2021.
Compass Diversified
HoldingsNet Income (Loss) from Continuing
Operations to Non-GAAP Consolidated EBITDA
ReconciliationYear ended December 31,
2020(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
5.11 |
|
BOA |
|
Ergo |
|
Marucci Sports |
|
Velocity Outdoor |
|
Altor Solutions |
|
Arnold |
|
Sterno |
|
Consolidated |
Net income (loss) from continuing operations
(1) |
|
$ |
(28,931 |
) |
|
$ |
12,356 |
|
$ |
(2,640 |
) |
|
$ |
725 |
|
|
(4,785 |
) |
|
$ |
11,161 |
|
$ |
6,092 |
|
|
$ |
(3,539 |
) |
|
$ |
3,820 |
|
$ |
(5,741 |
) |
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision (benefit) for income taxes |
|
|
— |
|
|
|
1,808 |
|
|
(535 |
) |
|
|
2,033 |
|
|
(1,390 |
) |
|
|
3,560 |
|
|
2,554 |
|
|
|
(198 |
) |
|
|
2,343 |
|
|
10,175 |
|
Interest expense, net |
|
|
45,610 |
|
|
|
19 |
|
|
— |
|
|
|
— |
|
|
7 |
|
|
|
131 |
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
45,768 |
|
Intercompany interest |
|
|
(61,123 |
) |
|
|
14,085 |
|
|
2,043 |
|
|
|
2,405 |
|
|
1,843 |
|
|
|
8,915 |
|
|
7,084 |
|
|
|
5,730 |
|
|
|
19,018 |
|
|
— |
|
Depreciation and amortization |
|
|
838 |
|
|
|
21,483 |
|
|
5,589 |
|
|
|
8,199 |
|
|
10,203 |
|
|
|
12,781 |
|
|
12,722 |
|
|
|
6,805 |
|
|
|
22,510 |
|
|
101,130 |
|
EBITDA |
|
|
(43,606 |
) |
|
|
49,751 |
|
|
4,457 |
|
|
|
13,362 |
|
|
5,878 |
|
|
|
36,548 |
|
|
28,452 |
|
|
|
8,798 |
|
|
|
47,692 |
|
|
151,332 |
|
Other (income) expense |
|
|
— |
|
|
|
1,420 |
|
|
39 |
|
|
|
— |
|
|
(42 |
) |
|
|
931 |
|
|
(38 |
) |
|
|
9 |
|
|
|
140 |
|
|
2,459 |
|
Non-controlling shareholder compensation |
|
|
— |
|
|
|
2,489 |
|
|
469 |
|
|
|
1,156 |
|
|
634 |
|
|
|
1,549 |
|
|
1,028 |
|
|
|
(20 |
) |
|
|
1,166 |
|
|
8,471 |
|
Acquisition expenses |
|
|
— |
|
|
|
— |
|
|
2,517 |
|
|
|
— |
|
|
2,042 |
|
|
|
— |
|
|
273 |
|
|
|
— |
|
|
|
— |
|
|
4,832 |
|
Integration services fees |
|
|
— |
|
|
|
— |
|
|
1,125 |
|
|
|
— |
|
|
1,000 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
2,125 |
|
Other |
|
|
324 |
|
|
|
— |
|
|
— |
|
|
|
598 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
922 |
|
Management fees |
|
|
29,402 |
|
|
|
1,000 |
|
|
250 |
|
|
|
500 |
|
|
347 |
|
|
|
500 |
|
|
750 |
|
|
|
500 |
|
|
|
500 |
|
|
33,749 |
|
Adjusted
EBITDA (2) |
|
$ |
(13,880 |
) |
|
$ |
54,660 |
|
$ |
8,857 |
|
|
$ |
15,616 |
|
$ |
9,859 |
|
|
$ |
39,528 |
|
$ |
30,465 |
|
|
$ |
9,287 |
|
|
$ |
49,498 |
|
$ |
203,890 |
|
(1) Net income (loss) from
continuing operations does not include income from discontinued
operations for the twelve months ended December 31, 2020.
(2) As a result of the sale of
Liberty Safe in August 2021, and the classification of ACI as Held
for Sale at December 31, 2021, Adjusted EBITDA for the twelve
months ended December 31, 2020 does not include $19.0 million in
Adjusted EBITDA from Liberty and $26.3 million in Adjusted EBITDA
from ACI.
Compass Diversified
HoldingsAdjusted
EBITDA(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31, |
|
Year ended December 31, |
(in thousands) |
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
Branded
Consumer |
|
|
|
|
|
|
|
|
5.11 |
|
$ |
17,787 |
|
|
$ |
18,336 |
|
|
$ |
65,122 |
|
|
$ |
54,660 |
|
BOA (1) |
|
|
14,147 |
|
|
|
8,857 |
|
|
|
60,468 |
|
|
|
8,857 |
|
Ergobaby |
|
|
5,750 |
|
|
|
1,823 |
|
|
|
19,685 |
|
|
|
15,616 |
|
Lugano
(2) |
|
|
13,823 |
|
|
|
— |
|
|
|
17,333 |
|
|
|
— |
|
Marucci Sports
(3) |
|
|
5,745 |
|
|
|
5,244 |
|
|
|
29,504 |
|
|
|
9,859 |
|
Velocity Outdoor |
|
|
10,194 |
|
|
|
14,489 |
|
|
|
51,395 |
|
|
|
39,528 |
|
Total Branded Consumer |
|
$ |
67,446 |
|
|
$ |
48,749 |
|
|
$ |
243,507 |
|
|
$ |
128,520 |
|
|
|
|
|
|
|
|
|
|
Niche
Industrial |
|
|
|
|
|
|
|
|
Altor Solutions |
|
|
9,101 |
|
|
|
8,454 |
|
|
|
32,891 |
|
|
|
30,465 |
|
Arnold Magnetics |
|
|
5,057 |
|
|
|
1,314 |
|
|
|
21,563 |
|
|
|
9,287 |
|
Sterno |
|
|
12,842 |
|
|
|
14,654 |
|
|
|
45,532 |
|
|
|
49,498 |
|
Total Niche Industrial |
|
$ |
27,000 |
|
|
$ |
24,422 |
|
|
$ |
99,986 |
|
|
$ |
89,250 |
|
Corporate expense |
|
|
(5,578 |
) |
|
|
(3,907 |
) |
|
|
(16,147 |
) |
|
|
(13,880 |
) |
Total Adjusted EBITDA |
|
$ |
88,867 |
|
|
$ |
69,264 |
|
|
$ |
327,346 |
|
|
$ |
203,890 |
|
(1 |
) |
|
The above results for BOA do not include management's estimate of
Adjusted EBITDA, before our ownership, of $0.3 million and $24.5
million, respectively, for the three and twelve months ended
December 31, 2020. BOA was acquired on October 16, 2020. |
|
|
|
(2 |
) |
|
The above results for Lugano do not include management's estimate
of Adjusted EBITDA, before our ownership, of $24.1 million for the
twelve months ended December 31, 2021, and $7.3 million and $21.3
million, respectively, for the three and twelve months ended
December 31, 2020. Lugano was acquired on September 3, 2021. |
|
|
|
(3 |
) |
|
The above results for Marucci Sports do not include management's
estimate of Adjusted EBITDA, before our ownership, of $3.9 million
for the twelve months ended December 31, 2020. Marucci Sports was
acquired on April 20, 2020. |
Compass Diversified
HoldingsNet Sales to Pro Forma Net Sales
Reconciliation(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31, |
|
Year ended December 31, |
(in thousands) |
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
536,612 |
|
|
$ |
421,609 |
|
|
$ |
1,841,668 |
|
|
$ |
1,359,567 |
|
Acquisitions (1) |
|
|
— |
|
|
|
25,050 |
|
|
|
71,058 |
|
|
|
170,807 |
|
Pro Forma Net Sales |
|
$ |
536,612 |
|
|
$ |
446,659 |
|
|
$ |
1,912,726 |
|
|
$ |
1,530,374 |
|
(1) Acquisitions reflects the
net sales for BOA, Lugano, and Marucci Sports and BOA on a pro
forma basis as if we had acquired these businesses on January 1,
2020.
Compass Diversified
HoldingsSubsidiary Pro Forma Net
Sales(unaudited)
|
|
|
|
|
|
|
|
|
Three months ended December 31, |
|
Year ended December 31, |
(in thousands) |
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
Branded
Consumer |
|
|
|
|
|
|
|
|
5.11 |
|
$ |
123,954 |
|
|
$ |
119,284 |
|
|
$ |
444,963 |
|
|
$ |
401,106 |
|
BOA (1) |
|
|
45,117 |
|
|
|
29,192 |
|
|
|
165,150 |
|
|
|
106,365 |
|
Ergobaby |
|
|
24,531 |
|
|
|
15,557 |
|
|
|
93,631 |
|
|
|
74,728 |
|
Lugano
(1) |
|
|
43,224 |
|
|
|
21,137 |
|
|
|
125,105 |
|
|
|
67,221 |
|
Marucci Sports
(1) |
|
|
31,838 |
|
|
|
18,633 |
|
|
|
118,166 |
|
|
|
65,941 |
|
Velocity Outdoor |
|
|
64,535 |
|
|
|
67,756 |
|
|
|
270,426 |
|
|
|
215,996 |
|
Total Branded Consumer |
|
$ |
333,199 |
|
|
$ |
271,559 |
|
|
$ |
1,217,441 |
|
|
$ |
931,357 |
|
|
|
|
|
|
|
|
|
|
Niche
Industrial |
|
|
|
|
|
|
|
|
Altor Solutions |
|
$ |
57,635 |
|
|
$ |
40,708 |
|
|
$ |
180,217 |
|
|
$ |
130,046 |
|
Arnold Magnetics |
|
|
38,048 |
|
|
|
22,543 |
|
|
|
139,941 |
|
|
|
98,990 |
|
Sterno |
|
|
107,730 |
|
|
|
111,849 |
|
|
|
375,127 |
|
|
|
369,981 |
|
Total Niche Industrial |
|
$ |
203,413 |
|
|
$ |
175,100 |
|
|
$ |
695,285 |
|
|
$ |
599,017 |
|
|
|
|
|
|
|
|
|
|
Total Subsidiary Net
Sales |
|
$ |
536,612 |
|
|
$ |
446,659 |
|
|
$ |
1,912,726 |
|
|
$ |
1,530,374 |
|
(1) Net sales for BOA, Lugano and Marucci
Sports are pro forma as if we had acquired these businesses on
January 1, 2020.
Compass Diversified
HoldingsCondensed Consolidated Cash
Flows
|
|
Three months ended December 31, |
|
Year ended December 31, |
(in thousands) |
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by
(used in) operating activities |
|
$ |
(13,097 |
) |
|
$ |
35,753 |
|
|
$ |
134,051 |
|
|
$ |
148,625 |
|
Net cash used in
investing activities |
|
|
(115,067 |
) |
|
|
(464,332 |
) |
|
|
(317,496 |
) |
|
|
(700,834 |
) |
Net cash provided by
financing activities |
|
|
218,334 |
|
|
|
321,330 |
|
|
|
273,206 |
|
|
|
521,725 |
|
Foreign currency impact on
cash |
|
|
324 |
|
|
|
1,174 |
|
|
|
228 |
|
|
|
914 |
|
Net increase (decrease) in
cash and cash equivalents |
|
|
90,494 |
|
|
|
(106,075 |
) |
|
|
89,989 |
|
|
|
(29,570 |
) |
Cash and cash equivalents -
beginning of the period (1) |
|
|
70,239 |
|
|
|
176,819 |
|
|
|
70,744 |
|
|
|
100,314 |
|
Cash and cash
equivalents - end of the period |
|
$ |
160,733 |
|
|
$ |
70,744 |
|
|
$ |
160,733 |
|
|
$ |
70,744 |
|
(1) Includes cash from
discontinued operations of $10.7 million at January 1, 2021 and
$6.9 million at January 1, 2020, and cash from discontinued
operations of $3.5 million at October 1, 2021 and $8.2 million at
October 1, 2020.
Compass Diversified Holding |
Selected Financial Data - Cash Flows |
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31, |
|
Year ended December 31, |
(in thousands) |
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
Changes in operating assets
and liabilities |
|
$ |
(63,882 |
) |
|
$ |
(6,147 |
) |
|
$ |
(80,990 |
) |
|
$ |
2,420 |
|
Purchases of property and
equipment |
|
$ |
(12,473 |
) |
|
$ |
(9,977 |
) |
|
$ |
(39,880 |
) |
|
$ |
(28,812 |
) |
Distributions paid - common
shares |
|
$ |
(23,742 |
) |
|
$ |
(23,364 |
) |
|
$ |
(150,946 |
) |
|
$ |
(89,856 |
) |
Distributions paid - preferred
shares |
|
$ |
(6,045 |
) |
|
$ |
(6,045 |
) |
|
$ |
(24,181 |
) |
|
$ |
(23,678 |
) |
Compass Diversified
HoldingsNet Income to Adjusted EBITDA and Cash
Flow Available for Distribution and
Reinvestment(unaudited)
|
|
|
|
|
|
|
|
|
Three months ended December 31, |
|
Year ended December 31, |
(in thousands) |
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
Net
income |
$ |
25,908 |
|
|
$ |
8,780 |
|
|
$ |
126,809 |
|
|
$ |
27,197 |
|
Income from discontinued operations |
|
5,577 |
|
|
|
7,639 |
|
|
|
29,180 |
|
|
|
32,838 |
|
Gain on sale of discontinued operations |
|
25 |
|
|
|
— |
|
|
|
72,770 |
|
|
|
100 |
|
Income (loss) from
continuing operations |
$ |
20,306 |
|
|
$ |
1,141 |
|
|
$ |
24,859 |
|
|
$ |
(5,741 |
) |
Provision (benefit) for income taxes |
|
(3,777 |
) |
|
|
6,933 |
|
|
|
18,337 |
|
|
|
10,175 |
|
Income from continuing
operations before income taxes |
$ |
16,529 |
|
|
$ |
8,074 |
|
|
$ |
43,196 |
|
|
$ |
4,434 |
|
Other income (expense), net |
|
(600 |
) |
|
|
406 |
|
|
|
1,184 |
|
|
|
2,459 |
|
Amortization of debt issuance costs |
|
812 |
|
|
|
659 |
|
|
|
2,979 |
|
|
|
2,454 |
|
Loss on debt extinguishment |
|
— |
|
|
|
— |
|
|
|
33,305 |
|
|
|
— |
|
Interest expense, net |
|
16,232 |
|
|
|
13,647 |
|
|
|
58,839 |
|
|
|
45,769 |
|
Operating
income |
$ |
32,973 |
|
|
$ |
22,786 |
|
|
$ |
139,503 |
|
|
$ |
55,116 |
|
Adjusted
For: |
|
|
|
|
|
|
|
Depreciation |
|
9,980 |
|
|
|
8,316 |
|
|
|
37,337 |
|
|
|
31,131 |
|
Amortization |
|
26,596 |
|
|
|
19,882 |
|
|
|
83,068 |
|
|
|
67,545 |
|
Noncontrolling shareholder compensation |
|
2,817 |
|
|
|
2,749 |
|
|
|
10,941 |
|
|
|
8,471 |
|
Acquisition expenses |
|
1,415 |
|
|
|
2,517 |
|
|
|
3,591 |
|
|
|
4,832 |
|
Integration services fees |
|
563 |
|
|
|
1,625 |
|
|
|
4,863 |
|
|
|
2,125 |
|
Management fees |
|
12,814 |
|
|
|
11,063 |
|
|
|
46,943 |
|
|
|
33,749 |
|
Other |
|
1,709 |
|
|
|
326 |
|
|
|
1,100 |
|
|
|
922 |
|
Adjusted
EBITDA |
$ |
88,867 |
|
|
$ |
69,264 |
|
|
$ |
327,346 |
|
|
$ |
203,891 |
|
Interest at Corporate, net of unused fee (1) |
|
(15,840 |
) |
|
|
(13,491 |
) |
|
|
(57,323 |
) |
|
|
(44,604 |
) |
Management fees |
|
(12,814 |
) |
|
|
(11,063 |
) |
|
|
(46,943 |
) |
|
|
(33,749 |
) |
Capital expenditures (maintenance) |
|
(8,447 |
) |
|
|
(6,212 |
) |
|
|
(26,780 |
) |
|
|
(15,786 |
) |
Current tax expense (cash taxes) (2) |
|
(8,508 |
) |
|
|
(2,469 |
) |
|
|
(27,795 |
) |
|
|
(9,510 |
) |
Preferred share distributions |
|
(6,045 |
) |
|
|
(6,045 |
) |
|
|
(24,181 |
) |
|
|
(23,678 |
) |
Discontinued operations |
|
6,090 |
|
|
|
6,386 |
|
|
|
35,049 |
|
|
|
34,854 |
|
Miscellaneous items |
|
(1,215 |
) |
|
|
(377 |
) |
|
|
(1,973 |
) |
|
|
(772 |
) |
Cash Flow Available
for Distribution and Reinvestment ("CAD") |
$ |
42,088 |
|
|
$ |
35,993 |
|
|
$ |
177,400 |
|
|
$ |
110,646 |
|
|
|
|
(1 |
) |
|
Interest expense at Corporate reflects consolidated interest
expense less non-cash components such as the amortization of our
bond premium. |
|
|
|
(2 |
) |
|
Current tax expense is calculated by deducting the change in
deferred tax from the statement of cash flows from the income tax
provision on the statement of operations. |
Investor Relations: |
Media Contact: |
The IGB Group |
Joele Frank, Wilkinson Brimmer Katcher |
Leon Berman |
Jon Keehner/ Kate Thompson/ Lyle Weston |
212-477-8438 |
212-355-4449 |
lberman@igbir.com |
|
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