Compass Diversified (NYSE: CODI) (“CODI” or the “Company”), an
owner of leading middle market businesses, announced today its
consolidated operating results for the three months ended September
30, 2022.
“Our third quarter results yet again demonstrate
the quality of CODI’s subsidiary businesses, as we delivered
another consecutive quarter of record financial performance,” said
Elias Sabo, CEO of Compass Diversified. “Our subsidiaries on a
combined basis continue to deliver excellent results despite
inflationary pressures impacting consumer discretionary
spending. End market demand for our core consumer products
remains strong, and with many of our consumer businesses taking
market share, we believe our businesses can outperform the general
market and deliver strong financial results.”
Third Quarter 2022 Financial Highlights
vs. Same Year-Ago Quarter (where applicable)
- Net sales up 22% to $597.6 million,
and up 15% on a pro forma basis.
- Branded consumer net sales up 34%
to $378.2 million, and up 21% on a pro forma basis.
- Niche industrial net sales up 7% to
$219.4 million.
- Operating income up 16% to $48.7
million.
- Net income down to $2.6 million vs.
$90.2 million in the elevated year-ago period, primarily a result
of the $72.7 million gain on the sale of Liberty Safe in August
2021.
- Adjusted Earnings, a non-GAAP
financial measure, up 28% to $46.0 million.
- Adjusted EBITDA, a non-GAAP
financial measure, up 27% to $98.3 million.
- Paid a third quarter 2022 cash
distribution of $0.25 per share on CODI's common shares in October
2022.
Third Quarter 2022 Business
Highlights
- Appointed Mr. Larry L. Enterline as
Chairman of the Board of Directors effective July 2, 2022.
Additionally, Ms. Teri R. Shaffer was appointed to the Board and
designated as a member of the Board’s Audit Committee.
- On July 12, 2022, CODI completed
the acquisition of PrimaLoft Technologies Holdings, Inc., the
parent company of PrimaLoft, Inc. ("PrimaLoft"), a leading provider
of branded, high-performance synthetic insulation and materials
used primarily in outerwear and accessories.
- 5.11 Tactical subsidiary announced
the opening of its 100th retail store location, continuing the
execution of expanding its retail footprint.
Third Quarter 2022 Financial
Results
Net sales in the third quarter of 2022 were
$597.6 million, up 22% compared to $488.2 million in the third
quarter of 2021. The increase was due to strong performance at its
branded consumer and niche industrial subsidiaries. On a pro forma
basis, assuming CODI had acquired Lugano and PrimaLoft on January
1, 2021, net sales were up 15% compared to the prior year
period.
Branded consumer net sales, pro forma for the
Lugano and PrimaLoft acquisitions, increased 21% in the third
quarter of 2022 to $380.5 million compared to $314.8 million in the
third quarter of 2021. Niche industrial net sales increased 7% in
the third quarter of 2022 to $219.4 million compared to $205.0
million in the third quarter of 2021.
Net income for the third quarter of 2022
decreased to $2.6 million compared to net income of $90.2 million
in the third quarter of 2021. Income from continuing operations for
the third quarter of 2022 decreased to $1.1 million compared to
$18.7 million in the third quarter of 2021. The decreases in net
income and income from continuing operations were a result of
higher interest expense related to the funding of the acquisitions
of PrimaLoft and Lugano and provisions for income tax primarily as
a result of the reclassification of Advanced Circuits to continuing
operations. Additionally, the Company’s net income in the year-ago
period included a $72.7 million gain from the sale of Liberty Safe
in August 2021. Operating income for the third quarter of 2022
increased 16% to $48.7 million compared to $41.9 million in the
third quarter of 2021.
Adjusted Earnings (see “Note Regarding Use of
Non-GAAP Financial Measures” below) for the third quarter of 2022
increased 28% to $46.0 million compared to $35.8 million in the
third quarter of 2021. CODI's weighted average number of shares
outstanding for the quarter ended September 30, 2022, was 71.9
million and, for the quarter ended September 30, 2021, was 64.9
million.
Adjusted EBITDA (see "Note Regarding Use of
Non-GAAP Financial Measures" below) in the third quarter of 2022
was $98.3 million, up 27% compared to $77.6 million in the third
quarter of 2021. The increase was primarily due to the strong
performance across the branded consumer and niche industrial
businesses on a combined basis and the impact of the PrimaLoft and
Lugano acquisitions. The Company no longer adds back management
fees in its calculation of Adjusted EBITDA. Management fees
incurred during the third quarter were $16.7 million.
Liquidity and Capital
Resources
As of September 30, 2022, CODI had approximately
$61.3 million in cash and cash equivalents, $113 million
outstanding on its revolver, $397.5 million outstanding in term
loans, $1.0 billion outstanding in 5.250% Senior Notes due 2029 and
$300 million outstanding in 5.000% Senior Notes due 2032.
As of September 30, 2022, the Company had no
significant debt maturities until 2027 and had net borrowing
availability of approximately $485 million under its revolving
credit facility.
Third Quarter 2022
Distributions
On October 4, 2022, CODI's Board of Directors
(the “Board”) declared a third quarter distribution of $0.25 per
share on the Company's common shares. The cash distribution was
paid on October 27, 2022, to all holders of record of common shares
as of October 20, 2022.
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 covers the period
from, and including, July 30, 2022, up to, but excluding, October
30, 2022. The distribution for such period was payable on October
30, 2022, to all holders of record of Series A Preferred Shares as
of October 15, 2022. The payment occurred on October 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 covers the period
from, and including, July 30, 2022, up to, but excluding, October
30, 2022. The distribution for such period was payable on October
30, 2022 to all holders of record of Series B Preferred Shares as
of October 15, 2022. The payment occurred on October 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 covers the period
from, and including, July 30, 2022, up to, but excluding, October
30, 2022. The distribution for such period was payable on October
30, 2022 to all holders of record of Series C Preferred Shares as
of October 15, 2022. The payment occurred on October 31, 2022, the
next business day following the payment date.
Increases 2022 Outlook
As a result of CODI’s strong financial
performance in the third quarter, its expectations for the
remainder of 2022 and its current view of the economy, the Company
is raising its outlook. CODI expects its current subsidiaries to
produce consolidated subsidiary Adjusted EBITDA for the full year
2022 of between $460 million and $470 million. This estimate is
based on the summation of the Company’s expectations for its
current subsidiaries in 2022, absent additional acquisitions or
divestitures, includes a reduction for management fees paid at the
subsidiaries of approximately $7.5 million and excludes corporate
expenses such as interest expense, management fees paid at CODI and
corporate overhead. In addition, the Company expects to earn
between $145 million and $155 million in Adjusted Earnings for the
full year 2022.
Conference Call
Management will host a conference call on
Thursday, November 3, 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 (888) 396-8049 and the dial-in number
for international callers is (416) 764-8646. The Conference ID is
66435663. The conference call will also be available via a live
listen-only webcast and can be accessed through the Investor
Relations section of CODI's website. An online replay of the
webcast will be available on the same website following the call.
Please allow extra time prior to the call to visit the site and
download any necessary software that may be needed to listen to the
Internet broadcast. A replay of the call will be available through
Thursday, November 10, 2022. To access the replay, please dial
(877) 674-7070 in the U.S. and (416) 764-8692 outside the U.S.
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 Income (Loss) from Continuing
Operations and Adjusted Earnings to Net Income (Loss) on the
attached schedules. We consider 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 Income
(Loss) from Continuing Operations, Adjusted Earnings and Adjusted
EBITDA, 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.
Pro forma net sales is defined as net sales
including the historical net sales relating to the pre-acquisition
periods of Lugano and PrimaLoft, assuming that the Company acquired
Lugano and PrimaLoft on January 1, 2021. We have reconciled pro
forma net sales to net sales, the most directly comparable GAAP
financial measure, on the attached schedules. We believe that pro
forma net sales is useful information for investors as it provides
a better understanding of sales performance, and relative changes
thereto, on a comparable basis. Pro forma net sales is not
necessarily indicative of what the actual results would have been
if the acquisition had in fact occurred on the date or for the
periods indicated nor does it purport to project net sales for any
future periods or as of any date.
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) from Continuing Operations or 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.
Adjusted EBITDA, Adjusted Earnings and pro forma
net sales are not 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”)
Since its founding in 1998, CODI has
consistently executed on its strategy of owning and managing a
diverse set of highly defensible, middle-market businesses across
the niche industrial, branded consumer and healthcare sectors. The
Company leverages its permanent capital base, long-term disciplined
approach, and actionable expertise to maintain 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. For more information,
please visit compassdiversified.com.
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, acquisitions that we may make; the ability to
successfully complete divestitures when we’ve executed divestitures
agreements; 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.
Investor Relations: |
Media Contact: |
irinquiry@compassdiversified.com |
The IGB
Group |
|
Leon
Berman |
Cody
Slach |
212.477.8438 |
Gateway
Group |
lberman@igbir.com |
949.574.3860 |
|
CODI@gatewayir.com |
|
Compass Diversified
HoldingsCondensed Consolidated Balance
Sheets
|
|
|
|
|
September 30, 2022 |
|
December 31, 2021 |
(in thousands) |
(Unaudited) |
|
|
Assets |
|
|
|
Current assets |
|
|
|
Cash and cash equivalents |
$ |
61,252 |
|
$ |
160,733 |
Accounts receivable, net |
|
326,266 |
|
|
277,710 |
Inventories, net |
|
725,902 |
|
|
565,743 |
Prepaid expenses and other current assets |
|
81,130 |
|
|
57,006 |
Total current assets |
|
1,194,550 |
|
|
1,061,192 |
Property, plant and equipment,
net |
|
193,749 |
|
|
186,477 |
Goodwill |
|
1,194,251 |
|
|
882,083 |
Intangible assets, net |
|
1,096,020 |
|
|
872,690 |
Other non-current assets |
|
162,727 |
|
|
141,819 |
Total
assets |
$ |
3,841,297 |
|
$ |
3,144,261 |
|
|
|
|
Liabilities and
stockholders’ equity |
|
|
|
Current liabilities |
|
|
|
Accounts payable |
$ |
100,511 |
|
$ |
124,203 |
Accrued expenses |
|
211,633 |
|
|
190,348 |
Due to related party |
|
15,368 |
|
|
12,802 |
Current portion, long-term debt |
|
10,000 |
|
|
— |
Other current liabilities |
|
39,378 |
|
|
34,269 |
Total current liabilities |
|
376,890 |
|
|
361,622 |
Deferred income taxes |
|
153,202 |
|
|
97,763 |
Long-term debt |
|
1,784,365 |
|
|
1,284,826 |
Other non-current
liabilities |
|
134,857 |
|
|
115,520 |
Total liabilities |
|
2,449,314 |
|
|
1,859,731 |
Stockholders'
equity |
|
|
|
Total stockholders' equity
attributable to Holdings |
|
1,171,565 |
|
|
1,111,816 |
Noncontrolling interest |
|
220,418 |
|
|
172,714 |
Total stockholders' equity |
|
1,391,983 |
|
|
1,284,530 |
Total liabilities and
stockholders’ equity |
$ |
3,841,297 |
|
$ |
3,144,261 |
|
|
|
|
Compass Diversified
HoldingsConsolidated Statements of
Operations(Unaudited)
|
Three months ended |
|
Nine months ended |
|
September 30, |
|
September 30, |
(in thousands, except per share data) |
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Net sales |
$ |
597,607 |
|
|
$ |
488,158 |
|
|
$ |
1,669,123 |
|
|
$ |
1,372,266 |
|
Cost of sales |
|
358,291 |
|
|
|
296,027 |
|
|
|
996,210 |
|
|
|
818,307 |
|
Gross
profit |
|
239,316 |
|
|
|
192,131 |
|
|
|
672,913 |
|
|
|
553,959 |
|
Operating expenses: |
|
|
|
|
|
|
|
Selling, general and administrative expense |
|
148,700 |
|
|
|
118,818 |
|
|
|
403,428 |
|
|
|
337,815 |
|
Management fees |
|
16,717 |
|
|
|
12,398 |
|
|
|
46,304 |
|
|
|
34,504 |
|
Amortization expense |
|
25,152 |
|
|
|
19,056 |
|
|
|
67,191 |
|
|
|
56,502 |
|
Operating
income |
|
48,747 |
|
|
|
41,859 |
|
|
|
155,990 |
|
|
|
125,138 |
|
Other income (expense): |
|
|
|
|
|
|
|
Interest expense, net |
|
(22,799 |
) |
|
|
(13,855 |
) |
|
|
(57,737 |
) |
|
|
(42,607 |
) |
Amortization of debt issuance costs |
|
(1,004 |
) |
|
|
(759 |
) |
|
|
(2,735 |
) |
|
|
(2,167 |
) |
Loss on debt extinguishment |
|
(534 |
) |
|
|
— |
|
|
|
(534 |
) |
|
|
(33,305 |
) |
Other income (expense), net |
|
(2,141 |
) |
|
|
1,031 |
|
|
|
606 |
|
|
|
(1,906 |
) |
Net income from
continuing operations before income taxes |
|
22,269 |
|
|
|
28,276 |
|
|
|
95,590 |
|
|
|
45,153 |
|
Provision for income taxes |
|
21,163 |
|
|
|
9,556 |
|
|
|
39,201 |
|
|
|
24,662 |
|
Income from continuing
operations |
|
1,106 |
|
|
|
18,720 |
|
|
|
56,389 |
|
|
|
20,491 |
|
Income (loss) from discontinued operations, net of income tax |
|
— |
|
|
|
(1,309 |
) |
|
|
— |
|
|
|
7,665 |
|
Gain on sale of discontinued operations |
|
1,479 |
|
|
|
72,745 |
|
|
|
6,893 |
|
|
|
72,745 |
|
Net
income |
|
2,585 |
|
|
|
90,156 |
|
|
|
63,282 |
|
|
|
100,901 |
|
Less: Net income from continuing operations attributable to
noncontrolling interest |
|
4,359 |
|
|
|
2,201 |
|
|
|
14,927 |
|
|
|
7,915 |
|
Less: Net income (loss) from discontinued operations attributable
to noncontrolling interest |
|
— |
|
|
|
(145 |
) |
|
|
— |
|
|
|
522 |
|
Net income (loss)
attributable to Holdings |
$ |
(1,774 |
) |
|
$ |
88,100 |
|
|
$ |
48,355 |
|
|
$ |
92,464 |
|
|
|
|
|
|
|
|
|
Amounts attributable
to Holdings |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
(3,253 |
) |
|
|
16,519 |
|
|
|
41,462 |
|
|
|
12,576 |
|
Income (loss) from discontinued operations |
|
— |
|
|
|
(1,164 |
) |
|
|
— |
|
|
|
7,143 |
|
Gain on sale of discontinued operations, net of income tax |
|
1,479 |
|
|
|
72,745 |
|
|
|
6,893 |
|
|
|
72,745 |
|
Net income (loss)
attributable to Holdings |
$ |
(1,774 |
) |
|
$ |
88,100 |
|
|
$ |
48,355 |
|
|
$ |
92,464 |
|
|
|
|
|
|
|
|
|
Basic income (loss) per common
share attributable to Holdings |
|
|
|
|
|
|
|
Continuing operations |
$ |
(0.23 |
) |
|
$ |
(0.13 |
) |
|
$ |
0.10 |
|
|
$ |
(0.46 |
) |
Discontinued operations |
|
0.02 |
|
|
|
1.10 |
|
|
|
0.10 |
|
|
|
1.23 |
|
|
$ |
(0.21 |
) |
|
$ |
0.97 |
|
|
$ |
0.20 |
|
|
$ |
0.77 |
|
|
|
|
|
|
|
|
|
Basic weighted average number
of common shares outstanding |
|
71,910 |
|
|
|
65,008 |
|
|
|
70,514 |
|
|
|
64,936 |
|
|
|
|
|
|
|
|
|
Cash distributions declared
per Trust common share |
$ |
0.25 |
|
|
$ |
1.24 |
|
|
$ |
0.75 |
|
|
$ |
1.96 |
|
Compass Diversified
HoldingsNet Income (Loss) to Non-GAAP Adjusted
Earnings and Non-GAAP Adjusted
EBITDA(Unaudited)
|
Three months ended |
|
Nine months ended |
|
September 30, |
|
September 30, |
(in thousands) |
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Net income |
$ |
2,585 |
|
|
$ |
90,156 |
|
|
$ |
63,282 |
|
|
$ |
100,901 |
|
Gain on sale of discontinued
operations |
|
1,479 |
|
|
|
72,745 |
|
|
|
6,893 |
|
|
|
72,745 |
|
Income (loss) from
discontinued operations, net of tax |
|
— |
|
|
|
(1,309 |
) |
|
|
— |
|
|
|
7,665 |
|
Income from continuing
operations |
$ |
1,106 |
|
|
$ |
18,720 |
|
|
$ |
56,389 |
|
|
$ |
20,491 |
|
Less: income from continuing
operations attributable to noncontrolling interest |
|
4,359 |
|
|
|
2,201 |
|
|
|
14,927 |
|
|
|
7,915 |
|
Net income (loss) attributable
to Holdings - continuing operations |
$ |
(3,253 |
) |
|
$ |
16,519 |
|
|
$ |
41,462 |
|
|
$ |
12,576 |
|
Adjustments: |
|
|
|
|
|
|
|
Distributions paid - Preferred Shares |
|
(6,045 |
) |
|
|
(6,045 |
) |
|
|
(18,136 |
) |
|
|
(18,136 |
) |
Amortization expense - intangibles and inventory step up |
|
26,241 |
|
|
|
19,056 |
|
|
|
72,092 |
|
|
|
56,502 |
|
Loss on debt extinguishment |
|
534 |
|
|
|
— |
|
|
|
534 |
|
|
|
33,305 |
|
Stock compensation |
|
3,242 |
|
|
|
2,892 |
|
|
|
8,851 |
|
|
|
8,496 |
|
Acquisition expenses |
|
5,902 |
|
|
|
1,866 |
|
|
|
6,118 |
|
|
|
2,176 |
|
Integration Services Fee |
|
1,625 |
|
|
|
1,100 |
|
|
|
2,750 |
|
|
|
4,300 |
|
Held-for-sale tax impact - corporate |
|
16,457 |
|
|
|
— |
|
|
|
12,119 |
|
|
|
— |
|
Other |
|
1,287 |
|
|
|
460 |
|
|
|
4,116 |
|
|
|
(609 |
) |
Adjusted
Earnings |
$ |
45,990 |
|
|
$ |
35,848 |
|
|
$ |
129,906 |
|
|
$ |
98,610 |
|
Plus (less): |
|
|
|
|
|
|
|
Depreciation |
|
11,284 |
|
|
|
10,372 |
|
|
|
32,589 |
|
|
|
28,896 |
|
Income taxes |
|
21,163 |
|
|
|
9,556 |
|
|
|
39,201 |
|
|
|
24,662 |
|
Held-for-sale tax impact - corporate |
|
(16,457 |
) |
|
|
— |
|
|
|
(12,119 |
) |
|
|
— |
|
Interest expense, net |
|
22,799 |
|
|
|
13,855 |
|
|
|
57,737 |
|
|
|
42,607 |
|
Amortization of debt issuance |
|
1,004 |
|
|
|
759 |
|
|
|
2,735 |
|
|
|
2,167 |
|
Noncontrolling interest |
|
4,359 |
|
|
|
2,201 |
|
|
|
14,927 |
|
|
|
7,915 |
|
Preferred distributions |
|
6,045 |
|
|
|
6,045 |
|
|
|
18,136 |
|
|
|
18,136 |
|
Other expense (income) |
|
2,139 |
|
|
|
(1,032 |
) |
|
|
(606 |
) |
|
|
1,906 |
|
Adjusted
EBITDA |
$ |
98,326 |
|
|
$ |
77,604 |
|
|
$ |
282,506 |
|
|
$ |
224,899 |
|
Compass Diversified
HoldingsNet Income (Loss) from Continuing
Operations to Non-GAAP Consolidated Adjusted EBITDA
ReconciliationThree months ended September 30,
2022(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
5.11 |
|
BOA |
|
Ergo |
|
Lugano |
|
Marucci Sports |
|
PrimaLoft |
|
Velocity Outdoor |
|
ACI |
|
Altor Solutions |
|
Arnold |
|
Sterno |
|
Consolidated |
Income (loss) from continuing operations |
|
$ |
(29,950 |
) |
|
$ |
5,905 |
|
$ |
8,935 |
|
|
$ |
(759 |
) |
|
$ |
8,095 |
|
$ |
4,230 |
|
|
$ |
(8,492 |
) |
|
$ |
4,679 |
|
$ |
2,426 |
|
$ |
2,765 |
|
$ |
3,475 |
|
$ |
(203 |
) |
|
$ |
1,106 |
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision (benefit) for income
taxes |
|
|
16,457 |
|
|
|
1,906 |
|
|
1,776 |
|
|
|
(410 |
) |
|
|
1,166 |
|
|
1,609 |
|
|
|
(3,570 |
) |
|
|
1,416 |
|
|
671 |
|
|
805 |
|
|
537 |
|
|
(1,200 |
) |
|
|
21,163 |
Interest expense, net |
|
|
22,725 |
|
|
|
2 |
|
|
(7 |
) |
|
|
— |
|
|
|
3 |
|
|
3 |
|
|
|
(4 |
) |
|
|
70 |
|
|
— |
|
|
— |
|
|
7 |
|
|
— |
|
|
|
22,799 |
Intercompany interest |
|
|
(28,762 |
) |
|
|
3,503 |
|
|
1,808 |
|
|
|
1,737 |
|
|
|
3,263 |
|
|
1,812 |
|
|
|
3,251 |
|
|
|
2,997 |
|
|
1,621 |
|
|
2,821 |
|
|
1,402 |
|
|
4,547 |
|
|
|
— |
Loss on debt
extinguishment |
|
|
534 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
534 |
Depreciation and amortization
expense |
|
|
285 |
|
|
|
5,766 |
|
|
5,577 |
|
|
|
2,033 |
|
|
|
3,083 |
|
|
2,504 |
|
|
|
4,194 |
|
|
|
3,420 |
|
|
538 |
|
|
4,124 |
|
|
1,936 |
|
|
5,069 |
|
|
|
38,529 |
EBITDA |
|
|
(18,711 |
) |
|
|
17,082 |
|
|
18,089 |
|
|
|
2,601 |
|
|
|
15,610 |
|
|
10,158 |
|
|
|
(4,621 |
) |
|
|
12,582 |
|
|
5,256 |
|
|
10,515 |
|
|
7,357 |
|
|
8,213 |
|
|
|
84,131 |
Other (income) expense |
|
|
(73 |
) |
|
|
709 |
|
|
403 |
|
|
|
— |
|
|
|
— |
|
|
(1 |
) |
|
|
260 |
|
|
|
971 |
|
|
224 |
|
|
110 |
|
|
— |
|
|
(463 |
) |
|
|
2,140 |
Non-controlling shareholder
compensation |
|
|
— |
|
|
|
381 |
|
|
621 |
|
|
|
362 |
|
|
|
356 |
|
|
537 |
|
|
|
— |
|
|
|
240 |
|
|
124 |
|
|
375 |
|
|
13 |
|
|
232 |
|
|
|
3,241 |
Acquisition expenses |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
5,680 |
|
|
|
222 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
5,902 |
Integration services fee |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
562 |
|
|
— |
|
|
|
1,063 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
1,625 |
Other |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
853 |
|
|
— |
|
|
— |
|
|
434 |
|
|
|
1,287 |
Adjusted
EBITDA |
|
$ |
(18,784 |
) |
|
$ |
18,172 |
|
$ |
19,113 |
|
|
$ |
2,963 |
|
|
$ |
16,528 |
|
$ |
10,694 |
|
|
$ |
2,382 |
|
|
$ |
14,015 |
|
$ |
6,457 |
|
$ |
11,000 |
|
$ |
7,370 |
|
$ |
8,416 |
|
|
$ |
98,326 |
Compass Diversified
HoldingsNet Income (Loss) from Continuing
Operations to Non-GAAP Consolidated Adjusted EBITDA
ReconciliationThree months ended September 30,
2021(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
5.11 |
|
|
BOA |
|
Ergo |
|
Lugano |
Marucci Sports |
|
Velocity Outdoor |
|
ACI |
|
Altor Solutions |
|
Arnold |
|
Sterno |
|
Consolidated |
Income (loss) from continuing operations |
$ |
(10,553 |
) |
|
$ |
5,223 |
|
|
$ |
4,256 |
|
$ |
(531 |
) |
|
$ |
681 |
$ |
2,235 |
|
|
$ |
8,568 |
|
|
$ |
3,821 |
|
$ |
2,594 |
|
|
$ |
2,245 |
|
|
$ |
181 |
|
|
$ |
18,720 |
|
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision (benefit) for income taxes |
|
— |
|
|
|
1,830 |
|
|
|
700 |
|
|
329 |
|
|
|
304 |
|
631 |
|
|
|
2,334 |
|
|
|
1,093 |
|
|
1,336 |
|
|
|
1,058 |
|
|
|
(58 |
) |
|
|
9,557 |
|
Interest expense, net |
|
13,813 |
|
|
|
1 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
1 |
|
|
|
35 |
|
|
|
— |
|
|
— |
|
|
|
5 |
|
|
|
— |
|
|
|
13,855 |
|
Intercompany interest |
|
(17,717 |
) |
|
|
2,960 |
|
|
|
1,958 |
|
|
441 |
|
|
|
548 |
|
697 |
|
|
|
1,902 |
|
|
|
1,792 |
|
|
1,657 |
|
|
|
1,313 |
|
|
|
4,449 |
|
|
|
— |
|
Depreciation and amortization |
|
243 |
|
|
|
5,868 |
|
|
|
5,149 |
|
|
2,050 |
|
|
|
70 |
|
2,155 |
|
|
|
3,161 |
|
|
|
557 |
|
|
3,206 |
|
|
|
2,005 |
|
|
|
5,722 |
|
|
|
30,186 |
|
EBITDA |
|
(14,214 |
) |
|
|
15,882 |
|
|
|
12,063 |
|
|
2,289 |
|
|
|
1,603 |
|
5,719 |
|
|
|
16,000 |
|
|
|
7,263 |
|
|
8,793 |
|
|
|
6,626 |
|
|
|
10,294 |
|
|
|
72,318 |
|
Other (income) expense |
|
(433 |
) |
|
|
(2 |
) |
|
|
110 |
|
|
— |
|
|
|
22 |
|
(11 |
) |
|
|
(2 |
) |
|
|
55 |
|
|
(267 |
) |
|
|
(51 |
) |
|
|
(453 |
) |
|
|
(1,032 |
) |
Non-controlling shareholder compensation |
|
— |
|
|
|
639 |
|
|
|
572 |
|
|
434 |
|
|
|
— |
|
275 |
|
|
|
253 |
|
|
|
124 |
|
|
257 |
|
|
|
8 |
|
|
|
330 |
|
|
|
2,892 |
|
Acquisition expenses |
|
39 |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
1,827 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,866 |
|
Integration services fees |
|
— |
|
|
|
— |
|
|
|
1,100 |
|
|
— |
|
|
|
— |
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,100 |
|
Other |
|
187 |
|
|
|
273 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
460 |
|
Adjusted
EBITDA(1) |
$ |
(14,421 |
) |
|
$ |
16,792 |
|
|
$ |
13,845 |
|
$ |
2,723 |
|
|
$ |
3,452 |
$ |
5,983 |
|
|
$ |
16,251 |
|
|
$ |
7,442 |
|
$ |
8,783 |
|
|
$ |
6,583 |
|
|
$ |
10,171 |
|
|
$ |
77,604 |
|
(1) As a result of the sale of Liberty Safe in August 2021,
Adjusted EBITDA for the three months ended September 30, 2021 does
not include $0.2 million in Adjusted EBITDA from Liberty.
Compass Diversified
HoldingsNet Income (Loss) from Continuing
Operations to Non-GAAP Consolidated Adjusted EBITDA
ReconciliationNine months ended September 30,
2022(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
5.11 |
|
BOA |
|
Ergo |
|
Lugano |
|
Marucci Sports |
|
PrimaLoft |
|
Velocity Outdoor |
|
ACI |
|
Altor Solutions |
|
Arnold |
|
Sterno |
|
Consolidated |
Income (loss) from continuing operations |
$ |
(51,431 |
) |
|
$ |
15,540 |
|
$ |
37,122 |
|
|
$ |
(634 |
) |
|
$ |
21,871 |
|
$ |
8,374 |
|
|
$ |
(8,492 |
) |
|
$ |
7,826 |
|
$ |
9,510 |
|
$ |
7,149 |
|
$ |
7,217 |
|
$ |
2,337 |
|
|
$ |
56,389 |
|
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision (benefit) for income taxes |
|
12,119 |
|
|
|
4,999 |
|
|
6,819 |
|
|
|
432 |
|
|
|
5,863 |
|
|
2,821 |
|
|
|
(3,570 |
) |
|
|
2,372 |
|
|
2,600 |
|
|
2,907 |
|
|
2,768 |
|
|
(929 |
) |
|
|
39,201 |
|
Interest expense, net |
|
57,559 |
|
|
|
12 |
|
|
(19 |
) |
|
|
2 |
|
|
|
12 |
|
|
13 |
|
|
|
(4 |
) |
|
|
142 |
|
|
— |
|
|
— |
|
|
20 |
|
|
— |
|
|
|
57,737 |
|
Intercompany interest |
|
(71,727 |
) |
|
|
9,501 |
|
|
5,634 |
|
|
|
4,000 |
|
|
|
7,841 |
|
|
4,649 |
|
|
|
3,251 |
|
|
|
6,987 |
|
|
4,851 |
|
|
7,844 |
|
|
3,947 |
|
|
13,222 |
|
|
|
— |
|
Loss on debt extinguishment |
|
534 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
534 |
|
Depreciation and amortization expense |
|
862 |
|
|
|
16,804 |
|
|
16,345 |
|
|
|
6,061 |
|
|
|
8,385 |
|
|
9,558 |
|
|
|
4,194 |
|
|
|
9,981 |
|
|
1,634 |
|
|
12,254 |
|
|
6,065 |
|
|
15,272 |
|
|
|
107,415 |
|
EBITDA |
|
(52,084 |
) |
|
|
46,856 |
|
|
65,901 |
|
|
|
9,861 |
|
|
|
43,972 |
|
|
25,415 |
|
|
|
(4,621 |
) |
|
|
27,308 |
|
|
18,595 |
|
|
30,154 |
|
|
20,017 |
|
|
29,902 |
|
|
|
261,276 |
|
Other (income) expense |
|
(73 |
) |
|
|
93 |
|
|
498 |
|
|
|
4 |
|
|
|
2 |
|
|
(1,829 |
) |
|
|
260 |
|
|
|
1,154 |
|
|
251 |
|
|
219 |
|
|
— |
|
|
(1,185 |
) |
|
|
(606 |
) |
Non-controlling shareholder compensation |
|
— |
|
|
|
1,210 |
|
|
1,889 |
|
|
|
1,154 |
|
|
|
800 |
|
|
1,089 |
|
|
|
— |
|
|
|
742 |
|
|
372 |
|
|
910 |
|
|
38 |
|
|
647 |
|
|
|
8,851 |
|
Acquisition expenses |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
5,680 |
|
|
|
222 |
|
|
— |
|
|
216 |
|
|
— |
|
|
— |
|
|
|
6,118 |
|
Integration services fee |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
1,688 |
|
|
— |
|
|
|
1,063 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
2,751 |
|
Other |
|
— |
|
|
|
— |
|
|
— |
|
|
|
250 |
|
|
|
— |
|
|
1,802 |
|
|
|
— |
|
|
|
— |
|
|
853 |
|
|
— |
|
|
— |
|
|
1,211 |
|
|
|
4,116 |
|
Adjusted
EBITDA |
$ |
(52,157 |
) |
|
$ |
48,159 |
|
$ |
68,288 |
|
|
$ |
11,269 |
|
|
$ |
46,462 |
|
$ |
26,477 |
|
|
$ |
2,382 |
|
|
$ |
29,426 |
|
$ |
20,071 |
|
$ |
31,499 |
|
$ |
20,055 |
|
$ |
30,575 |
|
|
$ |
282,506 |
|
Compass Diversified
HoldingsNet Income (Loss) from Continuing
Operations to Non-GAAP Consolidated Adjusted EBITDA
ReconciliationNine months ended September 30,
2021(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
5.11 |
|
|
BOA |
|
Ergo |
|
Lugano |
|
Marucci Sports |
|
Velocity Outdoor |
|
ACI |
|
Altor Solutions |
|
Arnold |
|
Sterno |
|
Consolidated |
Income (loss) from continuing operations |
$ |
(64,717 |
) |
|
$ |
14,318 |
|
|
$ |
16,908 |
|
$ |
3,071 |
|
$ |
681 |
|
$ |
9,485 |
|
$ |
19,157 |
|
|
|
10,366 |
|
$ |
5,892 |
|
|
$ |
3,839 |
|
|
$ |
1,491 |
|
|
$ |
20,491 |
|
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision (benefit) for income taxes |
|
— |
|
|
|
4,857 |
|
|
|
2,165 |
|
|
1,357 |
|
|
304 |
|
|
2,920 |
|
|
5,381 |
|
|
|
2,547 |
|
|
2,867 |
|
|
|
2,062 |
|
|
|
202 |
|
|
|
24,662 |
|
Interest expense, net |
|
42,464 |
|
|
|
8 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
5 |
|
|
125 |
|
|
|
— |
|
|
— |
|
|
|
5 |
|
|
|
— |
|
|
|
42,607 |
|
Intercompany interest |
|
(53,234 |
) |
|
|
8,743 |
|
|
|
6,320 |
|
|
1,514 |
|
|
548 |
|
|
1,890 |
|
|
5,586 |
|
|
|
5,484 |
|
|
5,075 |
|
|
|
4,128 |
|
|
|
13,946 |
|
|
|
— |
|
Loss on debt extinguishment |
|
33,305 |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
33,305 |
|
Depreciation and amortization |
|
642 |
|
|
|
16,762 |
|
|
|
15,033 |
|
|
6,377 |
|
|
70 |
|
|
6,377 |
|
|
9,489 |
|
|
|
1,658 |
|
|
9,022 |
|
|
|
5,822 |
|
|
|
16,313 |
|
|
|
87,565 |
|
EBITDA |
|
(41,540 |
) |
|
|
44,688 |
|
|
|
40,426 |
|
|
12,319 |
|
|
1,603 |
|
|
20,677 |
|
|
39,738 |
|
|
|
20,055 |
|
|
22,856 |
|
|
|
15,856 |
|
|
|
31,952 |
|
|
|
208,630 |
|
Other (income) expense |
|
(286 |
) |
|
|
(302 |
) |
|
|
190 |
|
|
— |
|
|
22 |
|
|
881 |
|
|
2,611 |
|
|
|
123 |
|
|
(399 |
) |
|
|
(51 |
) |
|
|
(883 |
) |
|
|
1,906 |
|
Non-controlling shareholder compensation |
|
— |
|
|
|
1,926 |
|
|
|
1,655 |
|
|
1,241 |
|
|
— |
|
|
826 |
|
|
777 |
|
|
|
372 |
|
|
770 |
|
|
|
16 |
|
|
|
913 |
|
|
|
8,496 |
|
Acquisition expenses |
|
39 |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
1,827 |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
310 |
|
|
|
— |
|
|
|
2,176 |
|
Integration services fees |
|
— |
|
|
|
— |
|
|
|
3,300 |
|
|
— |
|
|
— |
|
|
1,000 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,300 |
|
Other |
|
1,085 |
|
|
|
273 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
(2,300 |
) |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
333 |
|
|
|
(609 |
) |
Adjusted
EBITDA(1) |
$ |
(40,702 |
) |
|
$ |
46,585 |
|
|
$ |
45,571 |
|
$ |
13,560 |
|
$ |
3,452 |
|
$ |
23,384 |
|
$ |
40,826 |
|
|
$ |
20,550 |
|
$ |
23,227 |
|
|
$ |
16,131 |
|
|
$ |
32,315 |
|
|
$ |
224,899 |
|
(1) As a result of the sale of Liberty Safe in
August 2021, Adjusted EBITDA for the nine months ended September
30, 2021 does not include $12.7 million in Adjusted EBITDA from
Liberty.
Compass Diversified
HoldingsNon-GAAP Adjusted
EBITDA(Unaudited)
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
(in thousands) |
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
Branded
Consumer |
|
|
|
|
|
|
|
|
5.11 |
|
$ |
18,172 |
|
|
$ |
16,792 |
|
|
$ |
48,159 |
|
|
$ |
46,585 |
|
BOA |
|
|
19,113 |
|
|
|
13,845 |
|
|
|
68,288 |
|
|
|
45,571 |
|
Ergobaby |
|
|
2,963 |
|
|
|
2,723 |
|
|
|
11,269 |
|
|
|
13,560 |
|
Lugano(1) |
|
|
16,528 |
|
|
|
3,452 |
|
|
|
46,462 |
|
|
|
3,452 |
|
Marucci Sports |
|
|
10,694 |
|
|
|
5,983 |
|
|
|
26,477 |
|
|
|
23,384 |
|
PrimaLoft(2) |
|
|
2,382 |
|
|
|
— |
|
|
|
2,382 |
|
|
|
— |
|
Velocity Outdoor |
|
|
14,015 |
|
|
|
16,251 |
|
|
|
29,426 |
|
|
|
40,826 |
|
Total Branded Consumer |
|
$ |
83,867 |
|
|
$ |
59,046 |
|
|
$ |
232,463 |
|
|
$ |
173,378 |
|
|
|
|
|
|
|
|
|
|
Niche
Industrial |
|
|
|
|
|
|
|
|
Advanced Circuits |
|
$ |
6,457 |
|
|
$ |
7,442 |
|
|
$ |
20,071 |
|
|
$ |
20,550 |
|
Altor Solutions |
|
|
11,000 |
|
|
|
8,783 |
|
|
|
31,499 |
|
|
|
23,227 |
|
Arnold Magnetics |
|
|
7,370 |
|
|
|
6,583 |
|
|
|
20,055 |
|
|
|
16,131 |
|
Sterno |
|
|
8,416 |
|
|
|
10,171 |
|
|
|
30,575 |
|
|
|
32,315 |
|
Total Niche Industrial |
|
$ |
33,243 |
|
|
$ |
32,979 |
|
|
$ |
102,200 |
|
|
$ |
92,223 |
|
Corporate expense |
|
|
(18,784 |
) |
|
|
(14,421 |
) |
|
|
(52,157 |
) |
|
|
(40,702 |
) |
Total Adjusted EBITDA |
|
$ |
98,326 |
|
|
$ |
77,604 |
|
|
$ |
282,506 |
|
|
$ |
224,899 |
|
(1 |
) |
|
The above results for Lugano do not include management's estimate
of Adjusted EBITDA, before the Company's ownership, of $5.5 million
and $24.1 million, respectively, for the three and nine months
ended September 30, 2021. Lugano was acquired on September 3,
2021. |
|
|
|
(2 |
) |
|
The above results for PrimaLoft do not include management's
estimate of Adjusted EBITDA, before the Company's ownership, of
$1.4 million and $24.8 million, respectively, for the three and
nine months ended September 30, 2022, and $4.2 million and $20.1
million, respectively, for the three and nine months ended
September 30, 2021. PrimaLoft was acquired on July 12, 2022. |
Compass Diversified
HoldingsNet Sales to Pro Forma Net Sales
Reconciliation(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
(in thousands) |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
597,607 |
|
$ |
488,158 |
|
$ |
1,669,123 |
|
$ |
1,372,266 |
Acquisitions (1) |
|
|
2,319 |
|
|
31,581 |
|
|
55,185 |
|
|
123,446 |
Pro Forma Net Sales |
|
$ |
599,926 |
|
$ |
519,739 |
|
$ |
1,724,308 |
|
$ |
1,495,712 |
(1) Acquisitions reflects the
net sales for Lugano and PrimaLoft on a pro forma basis as if the
Company had acquired these businesses on January 1, 2021.
Compass Diversified
HoldingsSubsidiary Pro Forma Net
Sales(unaudited)
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
(in thousands) |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
|
|
Branded
Consumer |
|
|
|
|
|
|
|
|
5.11 |
|
$ |
126,537 |
|
$ |
111,099 |
|
$ |
350,608 |
|
$ |
321,009 |
BOA |
|
|
50,019 |
|
|
39,496 |
|
|
166,215 |
|
|
120,033 |
Ergobaby |
|
|
21,540 |
|
|
19,816 |
|
|
68,256 |
|
|
69,100 |
Lugano(1) |
|
|
51,145 |
|
|
29,498 |
|
|
137,229 |
|
|
81,881 |
Marucci Sports |
|
|
42,753 |
|
|
25,040 |
|
|
122,481 |
|
|
86,328 |
PrimaLoft(1) |
|
|
13,031 |
|
|
12,906 |
|
|
65,897 |
|
|
52,388 |
Velocity Outdoor |
|
|
75,482 |
|
|
76,901 |
|
|
180,774 |
|
|
205,891 |
Total Branded Consumer |
|
$ |
380,507 |
|
$ |
314,756 |
|
$ |
1,091,460 |
|
$ |
936,630 |
|
|
|
|
|
|
|
|
|
Niche
Industrial |
|
|
|
|
|
|
|
|
Advanced Circuits |
|
$ |
21,788 |
|
$ |
23,182 |
|
$ |
67,194 |
|
$ |
67,209 |
Altor Solutions |
|
|
69,618 |
|
|
44,122 |
|
|
199,590 |
|
|
122,582 |
Arnold Magnetics |
|
|
39,377 |
|
|
36,852 |
|
|
116,319 |
|
|
101,893 |
Sterno |
|
|
88,636 |
|
|
100,827 |
|
|
249,745 |
|
|
267,398 |
Total Niche Industrial |
|
$ |
219,419 |
|
$ |
204,983 |
|
$ |
632,848 |
|
$ |
559,082 |
|
|
|
|
|
|
|
|
|
Total Subsidiary Net
Sales |
|
$ |
599,926 |
|
$ |
519,739 |
|
$ |
1,724,308 |
|
$ |
1,495,712 |
(1) Net sales for Lugano and
PrimaLoft are pro forma as if the Company had acquired these
businesses on January 1, 2021. Historical net sales for Lugano
prior to acquisition on September 3, 2021 were $18.7 million and
$71.2 million, respectively, for the three and nine months ended
September 30, 2021. Historical net sales for PrimaLoft prior to
acquisition on July 12, 2022 were $2.3 million and $55.2 million,
respectively, for the three and nine months ended September 30,
2022, and $12.9 million and $52.4 million, respectively, for the
three and nine months ended September 30, 2021.
Compass Diversified
HoldingsCondensed Consolidated Cash Flows
(unaudited)
|
Three months ended September 30, |
|
Nine months ended September 30, |
(in thousands) |
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
Net cash provided by
(used in) operating activities |
$ |
(4,585 |
) |
|
$ |
37,714 |
|
|
$ |
(39,923 |
) |
|
$ |
147,148 |
|
Net cash used in
investing activities |
|
(576,713 |
) |
|
|
(149,733 |
) |
|
|
(598,951 |
) |
|
|
(202,429 |
) |
Net cash provided by
financing activities |
|
538,531 |
|
|
|
72,195 |
|
|
|
542,128 |
|
|
|
54,872 |
|
Foreign currency impact on
cash |
|
(1,603 |
) |
|
|
(104 |
) |
|
|
(2,735 |
) |
|
|
(96 |
) |
Net decrease in cash and cash
equivalents |
|
(44,370 |
) |
|
|
(39,928 |
) |
|
|
(99,481 |
) |
|
|
(505 |
) |
Cash and cash equivalents -
beginning of the period |
|
105,622 |
|
|
|
110,167 |
|
|
|
160,733 |
|
|
|
70,744 |
|
Cash and cash
equivalents - end of the period |
$ |
61,252 |
|
|
$ |
70,239 |
|
|
$ |
61,252 |
|
|
$ |
70,239 |
|
Compass Diversified Holding |
Selected Financial Data - Cash Flows |
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
(in thousands) |
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
Changes in operating assets
and liabilities |
|
$ |
(63,998 |
) |
|
$ |
(11,566 |
) |
|
$ |
(223,164 |
) |
|
$ |
(14,720 |
) |
Purchases of property and
equipment |
|
$ |
(15,086 |
) |
|
$ |
(11,423 |
) |
|
$ |
(39,683 |
) |
|
$ |
(28,001 |
) |
Distributions paid - common
shares |
|
$ |
(17,931 |
) |
|
$ |
(80,476 |
) |
|
$ |
(52,794 |
) |
|
$ |
(127,204 |
) |
Distributions paid - preferred
shares |
|
$ |
(6,045 |
) |
|
$ |
(6,045 |
) |
|
$ |
(18,136 |
) |
|
$ |
(18,136 |
) |
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