Compass Diversified Reports First Quarter 2023 Financial Results

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Compass Diversified HoldingsCompass Diversified Holdings
Compass Diversified Holdings

Net Sales Growth of 6% Despite Challenging Economic Backdrop

Raises Full-Year Outlook Given Strong First Quarter Performance

WESTPORT, Conn., May 03, 2023 (GLOBE NEWSWIRE) -- 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 March 31, 2023.

“The strength and durability of our diversified subsidiaries were especially apparent in the first quarter,” said Elias Sabo, CEO of Compass Diversified. “The fact that we were able to grow sales on a consolidated basis amidst the backdrop of broad and unique macroeconomic challenges is an extraordinary result for CODI. This certainly proves our thesis that our high-quality, premium brands can still take market share in difficult economic environments.”

Mr. Sabo continued: “While our Q1 performance was outstanding, we cannot ignore market headwinds that continue to cloud our near-term outlook, such as inventory destocking trends at retail and rapidly changing monetary policy. But quarters like this give us confidence that CODI’s diversified subsidiaries are setup to drive strong long-term financial results, translating into meaningful shareholder value creation.”

First Quarter 2023 Financial Summary vs. Same Year-Ago Period (where applicable)

  • Net sales up 6% and 1% on a pro forma basis to $542.2 million.

  • Branded consumer pro forma net sales up 2% to $365.6 million.

  • Niche industrial net sales down 1% to $176.6 million.

  • Net income of $109.6 million vs. $29.7 million, primarily due to the $98.0 million gain on the sale of Advanced Circuits in February 2023.

  • Income from continuing operations of $13.0 million vs. $18.4 million.

  • Adjusted Earnings, a non-GAAP financial measure, was $33.2 million vs. $36.0 million.

  • Adjusted EBITDA, a non-GAAP financial measure, was up 11% to $91.9 million.

  • Paid a first quarter 2023 cash distribution of $0.25 per share on CODI's common shares in April 2023.

Recent Business Highlights

  • On January 19, 2023, CODI hosted an Investor Day in New York City, showcasing its consumer businesses as well as the Company’s newest acquisition, PrimaLoft.

  • On January 19, 2023, CODI announced a $50 million share repurchase program, the first in the Company’s history, through December 31, 2023.

  • On February 15, 2023, CODI announced the closing of the sale of Advanced Circuits for an enterprise value of $220 million. CODI realized an after-tax gain on the sale of Advanced Circuits of $98 million.

  • On March 28, 2023, CODI nominated Ms. Nancy B. Mahon as a new director candidate for election at the Company’s 2023 Annual Meeting of Shareholders to be held on May 25, 2023.

  • On April 4, 2023, subsequent to quarter-end, Marucci Sports, a subsidiary of CODI and leading designer and manufacturer of baseball and fastpitch equipment and apparel, announced the acquisition of Baum Enterprises LLC, a designer and manufacturer of composite wood bats.

First Quarter 2023 Financial Results

Net sales in the first quarter of 2023 were $542.2 million, up 6% compared to $510.5 million in the first quarter of 2022. The increase was primarily due to the Company’s acquisition of PrimaLoft in July 2022. On a pro forma basis, assuming CODI had acquired PrimaLoft on January 1, 2022, net sales were up 1% in the first quarter of 2023.

Branded consumer net sales, pro forma for the PrimaLoft acquisition, increased 2% in the first quarter of 2023 to $365.6 million compared to the first quarter of 2022. Niche industrial net sales decreased 1% in the first quarter of 2023 to $176.6 million compared to the first quarter of 2022.

Net income in the first quarter of 2023 was $109.6 million compared to $29.7 million in the first quarter of 2022 due to the $98.0 million gain on sale of Advanced Circuits in February 2023. Net income from continuing operations in the first quarter of 2023 was $13.0 million compared to $18.4 million in the first quarter of 2022. The decrease was primarily attributable to higher interest expenses in the first quarter of 2023. Operating income for the first quarter of 2023 was $48.9 million compared to $44.6 million in the first quarter of 2022 due to the higher net sales.

Adjusted Earnings (see “Note Regarding Use of Non-GAAP Financial Measures” below) for the first quarter of 2023 was $33.2 million compared to $36.0 million a year ago. The decrease was a result of financing costs for the acquisition of PrimaLoft in July 2022. CODI's weighted average number of shares outstanding in the first quarter of 2023 was 72.2 million compared to 69.4 million in the prior year first quarter.

Adjusted EBITDA (see “Note Regarding Use of Non-GAAP Financial Measures” below) in the first quarter of 2023 was $91.9 million, up 11% compared to $83.2 million in the first quarter of 2022. The increase was primarily due to the acquisition of PrimaLoft. The Company no longer adds back management fees in its calculation of Adjusted EBITDA. Management fees incurred during the first quarter of 2023 were $16.4 million.

Liquidity and Capital Resources

As of March 31, 2023, CODI had approximately $53.7 million in cash and cash equivalents, $8.0 million outstanding on its revolver, $392.5 million outstanding in term loans, $1.0 billion outstanding in 5.250% Senior Notes due 2029 and $300.0 million outstanding in 5.000% Senior Notes due 2032.

As of March 31, 2023, the Company had no significant debt maturities until 2029 and had net borrowing availability of approximately $590 million under its revolving credit facility.

First Quarter 2023 Distributions

On April 3, 2023, CODI’s Board of Directors (the “Board”) declared a first quarter distribution of $0.25 per share on the Company's common shares. The cash distribution was paid on April 27, 2023, to all holders of record of common shares as of April 20, 2023.

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, January 30, 2023, up to, but excluding, April 30, 2023. The distribution for such period was payable on April 30, 2023, to all holders of record of Series A Preferred Shares as of April 15, 2023.

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, January 30, 2023, up to, but excluding, April 30, 2023. The distribution for such period was payable on April 30, 2023, to all holders of record of Series B Preferred Shares as of April 15, 2023.

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, January 30, 2023, up to, but excluding, April 30, 2023. The distribution for such period was payable on April 30, 2023, to all holders of record of Series C Preferred Shares as of April 15, 2023.

2023 Outlook

As a result of CODI’s strong financial performance in the first quarter, the Company is raising its Adjusted EBITDA outlook (see “Note Regarding Use of Non-GAAP Financial Measures” below). For the full year 2023, CODI now expects consolidated subsidiary Adjusted EBITDA of between $430 million and $460 million. This estimate is based on the summation of the Company’s expectations for its current subsidiaries in 2023 and is absent additional acquisitions or divestitures, and excludes corporate expenses such as interest expense, management fees paid by CODI and corporate overhead. In addition, the Company is raising its Adjusted Earnings outlook. For the full year 2023, CODI now expects to earn between $110 million and $135 million in Adjusted Earnings (see “Note Regarding Use of Non-GAAP Financial Measures” below) for the full year 2023.

In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, CODI has not reconciled 2023 Adjusted EBITDA or 2023 Adjusted Earnings to their comparable GAAP measure because it does not provide guidance on 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, CODI is unable to address the probable significance of the unavailable information, which could be material to future results.

Conference Call

Management will host a conference call on Wednesday, May 3, 2023, 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) 886-7786 and the dial-in number for international callers is (416) 764-8658. The Conference ID is 91629076. 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 Wednesday, May 10, 2023. 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 reflect important financial measures as each 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 PrimaLoft, assuming that the Company acquired PrimaLoft on January 1, 2022. 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 2023 Adjusted EBITDA or 2023 Adjusted Earnings to their comparable GAAP measures 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

Since its founding in 1998, and IPO in 2006, 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 2023 Adjusted EBITDA, our 2023 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, including changes in inflation and interest rates; 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 Holdings

Condensed Consolidated Balance Sheets

 

 

 

 

 

March 31, 2023

 

December 31, 2022

(in thousands)

(Unaudited)

 

 

Assets

 

 

 

Current assets

 

 

 

Cash and cash equivalents

$

53,656

 

$

57,880

Accounts receivable, net

 

326,744

 

 

331,396

Inventories, net

 

764,029

 

 

728,083

Prepaid expenses and other current assets

 

64,189

 

 

74,700

Current assets of discontinued operations

 

 

 

18,126

Total current assets

 

1,208,618

 

 

1,210,185

Property, plant and equipment, net

 

202,729

 

 

198,525

Goodwill

 

1,066,726

 

 

1,066,726

Intangible assets, net

 

1,102,360

 

 

1,127,936

Other non-current assets

 

177,492

 

 

166,412

Non-current assets of discontinued operations

 

 

 

79,847

Total assets

$

3,757,925

 

$

3,849,631

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

Current liabilities

 

 

 

Accounts payable and accrued expenses

$

279,762

 

$

286,643

Due to related party

 

15,034

 

 

15,495

Current portion, long-term debt

 

10,000

 

 

10,000

Other current liabilities

 

40,075

 

 

36,545

Current liabilities of discontinued operations

 

 

 

11,148

Total current liabilities

 

344,871

 

 

359,831

Deferred income taxes

 

139,645

 

 

145,643

Long-term debt

 

1,675,571

 

 

1,824,468

Other non-current liabilities

 

153,205

 

 

141,535

Non-current liabilities of discontinued operations

 

 

 

16,192

Total liabilities

 

2,313,292

 

 

2,487,669

Stockholders' equity

 

 

 

Total stockholders' equity attributable to Holdings

 

1,214,941

 

 

1,136,920

Noncontrolling interest

 

229,692

 

 

223,509

Noncontrolling interest of discontinued operations

 

 

 

1,533

Total stockholders' equity

 

1,444,633

 

 

1,361,962

Total liabilities and stockholders’ equity

$

3,757,925

 

$

3,849,631

 

 

 

 


Compass Diversified Holdings

Consolidated Statements of Operations

(Unaudited)

 

 

 

Three months ended

 

March 31,

(in thousands, except per share data)

 

2023

 

 

 

2022

 

Net sales

$

542,228

 

 

$

510,513

 

Cost of sales

 

304,397

 

 

 

309,698

 

Gross profit

 

237,831

 

 

 

200,815

 

Operating expenses:

 

 

 

Selling, general and administrative expense

 

146,165

 

 

 

120,672

 

Management fees

 

16,395

 

 

 

14,436

 

Amortization expense

 

26,374

 

 

 

21,105

 

Operating income

 

48,897

 

 

 

44,602

 

Other income (expense):

 

 

 

Interest expense, net

 

(26,180

)

 

 

(17,419

)

Amortization of debt issuance costs

 

(1,005

)

 

 

(866

)

Other income (expense), net

 

1,127

 

 

 

2,036

 

Net income from continuing operations before income taxes

 

22,839

 

 

 

28,353

 

Provision for income taxes

 

9,836

 

 

 

9,976

 

Income from continuing operations

 

13,003

 

 

 

18,377

 

Income (loss) from discontinued operations, net of income tax

 

(1,391

)

 

 

5,370

 

Gain on sale of discontinued operations

 

97,989

 

 

 

5,993

 

Net income

 

109,601

 

 

 

29,740

 

Less: Net income from continuing operations attributable to noncontrolling interest

 

4,981

 

 

 

4,937

 

Less: Net income (loss) from discontinued operations attributable to noncontrolling interest

 

(777

)

 

 

1,041

 

Net income attributable to Holdings

$

105,397

 

 

$

23,762

 

 

 

 

 

Amounts attributable to Holdings

 

 

 

Income from continuing operations

$

8,022

 

 

$

13,440

 

Income (loss) from discontinued operations

 

(614

)

 

 

4,329

 

Gain on sale of discontinued operations, net of income tax

 

97,989

 

 

 

5,993

 

Net income attributable to Holdings

$

105,397

 

 

$

23,762

 

 

 

 

 

Basic income (loss) per common share attributable to Holdings

 

 

 

Continuing operations

$

(0.06

)

 

$

 

Discontinued operations

 

1.35

 

 

 

0.14

 

 

$

1.29

 

 

$

0.14

 

 

 

 

 

Basic weighted average number of common shares outstanding

 

72,178

 

 

 

69,375

 

 

 

 

 

Cash distributions declared per Trust common share

$

0.25

 

 

$

0.25

 


Compass Diversified Holdings

Net Income (Loss) to Non-GAAP Adjusted Earnings and Non-GAAP Adjusted EBITDA

(Unaudited)

 

 

 

Three months ended

 

March 31,

(in thousands)

 

2023

 

 

 

2022

 

Net income

$

109,601

 

 

$

29,740

 

Income (loss) from discontinued operations, net of tax

 

(1,391

)

 

 

5,370

 

Gain on sale of discontinued operations, net of tax

 

97,989

 

 

 

5,993

 

Income from continuing operations

$

13,003

 

 

$

18,377

 

Less: income from continuing operations attributable to noncontrolling interest

 

4,981

 

 

 

4,937

 

Net income attributable to Holdings - continuing operations

$

8,022

 

 

$

13,440

 

Adjustments:

 

 

 

Distributions paid - preferred shares

 

(6,045

)

 

 

(6,045

)

Amortization expense - intangibles and inventory step up

 

27,508

 

 

 

23,366

 

Stock compensation

 

2,045

 

 

 

2,681

 

Acquisition expenses

 

 

 

 

216

 

Integration services fee

 

1,188

 

 

 

563

 

Other

 

432

 

 

 

1,802

 

Adjusted Earnings

$

33,150

 

 

$

36,023

 

Plus (less):

 

 

 

Depreciation expense

 

11,809

 

 

 

9,927

 

Income tax provision

 

9,836

 

 

 

9,976

 

Interest expense

 

26,180

 

 

 

17,419

 

Amortization of debt issuance costs

 

1,005

 

 

 

866

 

Income from continuing operations attributable to noncontrolling interest

 

4,981

 

 

 

4,937

 

Distributions paid - preferred shares

 

6,045

 

 

 

6,045

 

Other (income) expense

 

(1,127

)

 

 

(2,036

)

Adjusted EBITDA

$

91,879

 

 

$

83,157

 



Compass Diversified Holdings

Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation

Three months ended March 31, 2023

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

5.11

 

 

BOA

 

Ergobaby

 

Lugano

 

Marucci
Sports

 

PrimaLoft

 

Velocity
Outdoor

 

Altor

 

Arnold

 

Sterno

 

Consolidated

Income (loss) from continuing operations

 

$

(11,835

)

 

$

2,150

 

 

$

5,368

 

 

$

(1,235

)

 

$

9,968

 

$

9,014

 

$

(1,227

)

 

$

(4,501

)

 

$

2,701

 

$

2,305

 

 

$

295

 

 

$

13,003

 

Adjusted for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision (benefit) for income taxes

 

 

 

 

 

726

 

 

 

622

 

 

 

(551

)

 

 

3,387

 

 

2,916

 

 

1,949

 

 

 

(1,455

)

 

 

1,094

 

 

1,040

 

 

 

108

 

 

 

9,836

 

Interest expense, net

 

 

26,051

 

 

 

(1

)

 

 

(2

)

 

 

 

 

 

4

 

 

1

 

 

(2

)

 

 

124

 

 

 

 

 

5

 

 

 

 

 

 

26,180

 

Intercompany interest

 

 

(33,806

)

 

 

4,799

 

 

 

1,792

 

 

 

2,149

 

 

 

6,284

 

 

2,339

 

 

4,322

 

 

 

3,128

 

 

 

2,874

 

 

1,649

 

 

 

4,470

 

 

 

 

Depreciation and amortization

 

 

279

 

 

 

6,452

 

 

 

5,693

 

 

 

2,039

 

 

 

2,850

 

 

3,051

 

 

5,360

 

 

 

3,387

 

 

 

4,165

 

 

2,019

 

 

 

5,027

 

 

 

40,322

 

EBITDA

 

 

(19,311

)

 

 

14,126

 

 

 

13,473

 

 

 

2,402

 

 

 

22,493

 

 

17,321

 

 

10,402

 

 

 

683

 

 

 

10,834

 

 

7,018

 

 

 

9,900

 

 

 

89,341

 

Other (income) expense

 

 

(127

)

 

 

(77

)

 

 

114

 

 

 

 

 

 

 

 

32

 

 

(104

)

 

 

(675

)

 

 

204

 

 

(2

)

 

 

(492

)

 

 

(1,127

)

Non-controlling shareholder compensation

 

 

 

 

 

252

 

 

 

664

 

 

 

312

 

 

 

395

 

 

404

 

 

(708

)

 

 

230

 

 

 

316

 

 

9

 

 

 

171

 

 

 

2,045

 

Integration services fee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,188

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,188

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

432

 

 

 

432

 

Adjusted EBITDA

 

$

(19,438

)

 

$

14,301

 

 

$

14,251

 

 

$

2,714

 

 

$

22,888

 

$

17,757

 

$

10,778

 

 

$

238

 

 

$

11,354

 

$

7,025

 

 

$

10,011

 

 

$

91,879

 


Compass Diversified Holdings

Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation

Three months ended March 31, 2022

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

5.11

 

 

BOA

 

Ergobaby

 

Lugano

 

Marucci
Sports

 

Velocity
Outdoor

 

Altor

 

Arnold

 

Sterno

 

Consolidated

Income (loss) from continuing operations

$

(14,981

)

 

$

2,645

 

 

$

14,199

 

 

$

(1,479

)

 

$

8,494

 

$

6,134

 

 

$

713

 

$

1,936

 

$

960

 

$

(244

)

 

$

18,377

 

Adjusted for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision (benefit) for income taxes

 

 

 

 

819

 

 

 

2,477

 

 

 

399

 

 

 

2,895

 

 

2,006

 

 

 

202

 

 

1,059

 

 

1,012

 

 

(893

)

 

 

9,976

 

Interest expense, net

 

17,368

 

 

 

26

 

 

 

(5

)

 

 

1

 

 

 

5

 

 

1

 

 

 

17

 

 

 

 

6

 

 

 

 

 

17,419

 

Intercompany interest

 

(19,275

)

 

 

2,920

 

 

 

2,028

 

 

 

787

 

 

 

2,125

 

 

1,517

 

 

 

1,853

 

 

2,465

 

 

1,267

 

 

4,313

 

 

 

 

Depreciation and amortization expense

 

336

 

 

 

5,454

 

 

 

5,317

 

 

 

2,008

 

 

 

2,254

 

 

4,189

 

 

 

3,269

 

 

3,990

 

 

2,226

 

 

5,116

 

 

 

34,159

 

EBITDA

 

(16,552

)

 

 

11,864

 

 

 

24,016

 

 

 

1,716

 

 

 

15,773

 

 

13,847

 

 

 

6,054

 

 

9,450

 

 

5,471

 

 

8,292

 

 

 

79,931

 

Other (income) expense

 

 

 

 

(548

)

 

 

50

 

 

 

4

 

 

 

2

 

 

(1,810

)

 

 

209

 

 

312

 

 

 

 

(255

)

 

 

(2,036

)

Non-controlling shareholder compensation

 

 

 

 

411

 

 

 

635

 

 

 

413

 

 

 

240

 

 

276

 

 

 

251

 

 

268

 

 

13

 

 

174

 

 

 

2,681

 

Acquisition expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

216

 

 

 

 

 

 

 

216

 

Integration services fee

 

 

 

 

 

 

 

 

 

 

 

 

 

563

 

 

 

 

 

 

 

 

 

 

 

 

 

 

563

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,802

 

 

 

 

 

 

 

 

 

 

 

 

1,802

 

Adjusted EBITDA

$

(16,552

)

 

$

11,727

 

 

$

24,701

 

 

$

2,133

 

 

$

16,578

 

$

14,115

 

 

$

6,514

 

$

10,246

 

$

5,484

 

$

8,211

 

 

$

83,157

 


Compass Diversified Holdings

Non-GAAP Adjusted EBITDA

(Unaudited)

 

 

 

Three months ended March 31,

(in thousands)

 

 

2023

 

 

 

2022

 

 

 

 

 

 

Branded Consumer

 

 

 

 

5.11

 

$

14,301

 

 

$

11,727

 

BOA

 

 

14,251

 

 

 

24,701

 

Ergobaby

 

 

2,714

 

 

 

2,133

 

Lugano

 

 

22,888

 

 

 

16,578

 

Marucci Sports

 

 

17,757

 

 

 

14,115

 

PrimaLoft(1)

 

 

10,778

 

 

 

 

Velocity Outdoor

 

 

238

 

 

 

6,514

 

Total Branded Consumer

 

$

82,927

 

 

$

75,768

 

 

 

 

 

 

Niche Industrial

 

 

 

 

Altor Solutions

 

 

11,354

 

 

 

10,246

 

Arnold Magnetics

 

 

7,025

 

 

 

5,484

 

Sterno

 

 

10,011

 

 

 

8,211

 

Total Niche Industrial

 

$

28,390

 

 

$

23,941

 

Corporate expense

 

 

(19,438

)

 

 

(16,552

)

Total Adjusted EBITDA

 

$

91,879

 

 

$

83,157

 


(1

)

 

The above results for PrimaLoft do not include management's estimate of Adjusted EBITDA, before the Company's ownership, of $11.3 million for the three months ended March 31, 2022. PrimaLoft was acquired on July 12, 2022.


Compass Diversified Holdings

Net Sales to Pro Forma Net Sales Reconciliation

(unaudited)

 

 

 

 

 

 

 

 

Three months ended March 31,

(in thousands)

 

 

2023

 

 

2022

 

 

 

 

 

Net Sales

 

$

542,228

 

$

510,513

Acquisitions(1)

 

 

 

 

25,748

Pro Forma Net Sales

 

$

542,228

 

$

536,261

(1) Acquisitions reflects the net sales for PrimaLoft on a pro forma basis as if the Company had acquired PrimaLoft on January 1, 2022.


Compass Diversified Holdings

Subsidiary Pro Forma Net Sales

(unaudited)

 

 

 

 

 

 

 

Three months ended March 31,

(in thousands)

 

 

2023

 

 

2022

 

 

 

 

 

Branded Consumer

 

 

 

 

5.11

 

$

124,452

 

$

104,023

BOA

 

 

37,986

 

 

56,810

Ergobaby

 

 

22,418

 

 

20,210

Lugano

 

 

63,887

 

 

47,019

Marucci Sports

 

 

58,295

 

 

52,092

PrimaLoft(1)

 

 

24,529

 

 

25,748

Velocity Outdoor

 

 

34,040

 

 

51,446

Total Branded Consumer

 

$

365,607

 

$

357,348

 

 

 

 

 

Niche Industrial

 

 

 

 

Altor Solutions

 

 

61,512

 

 

63,828

Arnold Magnetics

 

 

40,090

 

 

38,165

Sterno

 

 

75,019

 

 

76,920

Total Niche Industrial

 

$

176,621

 

$

178,913

 

 

 

 

 

Total Subsidiary Net Sales

 

$

542,228

 

$

536,261

(1) Net sales for PrimaLoft are pro forma as if the Company had acquired this business on January 1, 2022.

Compass Diversified Holdings

Condensed Consolidated Cash Flows

(unaudited)

 

 

 

Three months ended March 31,

(in thousands)

 

2023

 

 

 

2022

 

 

 

 

 

Net cash provided by (used in) operating activities

$

15,545

 

 

$

(33,529

)

Net cash provided by (used in) investing activities

 

154,724

 

 

 

(8,292

)

Net cash used in financing activities

 

(178,446

)

 

 

(14,452

)

Foreign currency impact on cash

 

562

 

 

 

(259

)

Net decrease in cash and cash equivalents

 

(7,615

)

 

 

(56,532

)

Cash and cash equivalents - beginning of the period

 

61,271

 

 

 

160,733

 

Cash and cash equivalents - end of the period

$

53,656

 

 

$

104,201

 


Compass Diversified Holding

Selected Financial Data - Cash Flows

(unaudited)

 

 

 

 

 

 

 

Three months ended March 31,

(in thousands)

 

 

2023

 

 

 

2022

 

 

 

 

 

 

Changes in operating assets and liabilities

 

$

(31,545

)

 

$

(95,717

)

Purchases of property and equipment

 

$

(16,080

)

 

$

(10,391

)

Distributions paid - common shares

 

$

(18,051

)

 

$

(17,352

)

Distributions paid - preferred shares

 

$

(6,045

)

 

$

(6,045

)



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