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,
2024.
“We started 2024 on a strong note especially
when you look at the performance of our Branded Consumer
businesses, which only underscores the effectiveness of our
well-defined, strategic pivot to own and manage companies at the
forefront of innovation and disruptive growth,” said Elias Sabo,
CEO of Compass Diversified. “Lugano Diamonds and BOA both had great
first quarters and The Honey Pot Co., a company we only acquired in
the first quarter, is already integrated with a newly appointed,
world-class board of directors, and we are looking forward to the
rest of the year. Given our first quarter results and the momentum
we see in many of our businesses, we are feeling optimistic and
raising our outlook.”
First Quarter 2024 Financial Summary vs.
Same Year-Ago Period (where applicable)
- Net sales up 8% to $524.3 million
and up 4% on a pro forma basis.
- Branded Consumer net sales up 11%
on a pro forma basis to $375.4 million.
- Industrial net sales down 10% to
$159.6 million.
- Income from continuing operations
of $2.4 million vs. $1.6 million.
- Net income of $5.8 million vs.
$109.6 million, primarily due to the $98.0 million gain on the sale
of Advanced Circuits in February 2023.
- Adjusted Earnings, a non-GAAP
financial measure, was up 73% to $34.3 million vs. $19.8
million.
- Adjusted EBITDA, a non-GAAP
financial measure, was up 28% to $94.8 million.
- Paid a first quarter 2024 cash
distribution of $0.25 per share on CODI's common shares in April
2024.
Recent Business Highlights
- On April 30, 2024, CODI announced
the divestiture of Crosman Corporation, the air gun division of its
Velocity Outdoor subsidiary.
- On April 18, 2024, The Honey Pot
Co., a subsidiary of CODI and a leading, better-for-you feminine
care brand, announced the appointment of three new female members
to their Board of Directors.
- On March 5, 2024, CODI announced
the appointment of Joshua Gaynor as President of Lugano
Diamonds.
- On February 1, 2024, CODI announced
the completion of its partnership with leading, better-for-you
feminine care brand, The Honey Pot Co., for an enterprise value of
$380 million.
First Quarter 2024 Financial
Results
Net sales in the first quarter of 2024 were
$524.3 million, up 8% compared to $483.9 million in the first
quarter of 2023. This was driven by a 61% increase in Lugano net
sales and the acquisition of The Honey Pot Co. On a pro forma
basis, assuming CODI had acquired The Honey Pot Co. on January 1,
2023, net sales were up 4%.
On a pro forma basis, Branded Consumer net sales
increased 11% to $375.4 million compared to the first quarter of
2023.
Industrial net sales decreased 10% to $159.6
million compared to the first quarter of 2023.
Operating income for the first quarter of 2024
was $38.6 million compared to $34.6 million in the first quarter of
2023. Operating income in the first quarter of 2024 reflected
higher SG&A from the acquisition of The Honey Pot Co., as well
as an $8.2 million non-cash impairment expense associated with
Velocity Outdoor.
Income from continuing operations in the first
quarter of 2024 increased 51% to $2.4 million compared to $1.6
million in the first quarter of 2023.
Net income in the first quarter of 2024 was $5.8
million compared to $109.6 million in the first quarter of 2023,
reflecting the $98.0 million gain on the sale of Advanced Circuits
in February 2023.
Adjusted Earnings (see “Note Regarding Use of
Non-GAAP Financial Measures” below) for the first quarter of 2024
increased 73% to $34.3 million compared to $19.8 million a year
ago. CODI's weighted average number of shares outstanding in the
first quarter of 2024 was 75.27 million compared to 72.18 million
in the prior year first quarter.
Adjusted EBITDA (see “Note Regarding Use of
Non-GAAP Financial Measures” below) in the first quarter of 2024
was $94.8 million, up 28% compared to $74.1 million in the first
quarter of 2023. The increase was primarily due to strong results
at Lugano. The Company no longer adds back management fees in its
calculation of Adjusted EBITDA. Management fees incurred during the
first quarter were $18.1 million.
Liquidity and Capital
Resources
As of March 31, 2024, CODI had approximately
$64.7 million in cash and cash equivalents, $46.0 million
outstanding on its revolver, $382.5 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, 2024, the Company had no
significant debt maturities until 2027 and had net borrowing
availability of approximately $551.6 million under its revolving
credit facility.
First Quarter 2024
Distributions
On April 4, 2024, CODI’s Board declared a first
quarter distribution of $0.25 per share on the Company's common
shares. The cash distribution was paid on April 25, 2024, to all
holders of record of common shares as of April 18, 2024.
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, 2024, up to, but excluding, April
30, 2024. The distribution for such period was payable on April 30,
2024, to all holders of record of Series A Preferred Shares as of
April 15, 2024.
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, 2024, up to, but excluding, April
30, 2024. The distribution for such period was payable on April 30,
2024, to all holders of record of Series B Preferred Shares as of
April 15, 2024
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, 2024, up to, but excluding, April
30, 2024. The distribution for such period was payable on April 30,
2024, to all holders of record of Series C Preferred Shares as of
April 15, 2024.
2024 Outlook
As a result of the strong performance of the
Company’s Branded Consumer vertical, it is raising its outlook for
Subsidiary Adjusted EBITDA by $10 million. However, with the recent
sale of Crosman, the Company is reducing its outlook by a similar
amount. As a result, CODI expects its current subsidiaries,
inclusive of The Honey Pot Co. as if it owned it from January 1,
2024, and excluding Crosman, to produce Subsidiary Adjusted EBITDA
(see “Note Regarding Use of Non-GAAP Financial Measures” below) for
the full year 2024 of between $480 million and $520 million. Of
this range, CODI expects its Branded Consumer vertical to produce
$355 million to $385 million and its Industrial vertical to produce
$125 million to $135 million. This estimate is based on the
summation of the Company’s expectations for its current
subsidiaries in 2024, and is absent additional acquisitions or
divestitures, and excludes corporate expenses such as interest
expense, management fees paid by CODI and corporate overhead.
Inclusive of the strong performance of the
Company’s Branded Consumer vertical and the sale of Crosman, CODI
expects to earn Adjusted EBITDA (see “Note Regarding Use of
Non-GAAP Financial Measures” below), which includes management fees
and corporate expenses, of $390 million to $430 million for the
full year 2024. Adjusted EBITDA only includes results from The
Honey Pot Co. from the date of acquisition.
In addition, the Company is raising its Adjusted
Earnings guidance and now expects to earn between $148 million and
$163 million ($145-$160 million previously) (see “Note Regarding
Use of Non-GAAP Financial Measures” below) for the full year 2024.
The increased range includes the outperformance of CODI’s Branded
Consumer vertical in the first quarter of 2024, the sale of
Crosman, and the interest savings on its outstanding floating rate
debt as a result of the use of proceeds from the Crosman sale to
pay down its revolver balance outstanding.
In reliance on the unreasonable efforts
exception provided under Item 10(e)(1)(i)(B) of Regulation S-K,
CODI has not reconciled 2024 Subsidiary Adjusted EBITDA, 2024
Adjusted EBITDA or 2024 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
In conjunction with this announcement, CODI will
host a conference call on May 1, 2024, at 5:00 p.m. E.T. / 2:00
p.m. PT with the Company’s Chief Executive Officer, Elias Sabo,
Chief Financial Officer, Ryan Faulkingham, and Compass Group
Management’s Chief Operating Officer, Pat Maciariello. A live
webcast of the call will be available on the Investor Relations
section of CODI’s website. To access the call by phone, please go
to this link (registration link) and you will be provided with dial
in details. To avoid delays, we encourage participants to dial into
the conference call 15 minutes ahead of the scheduled start time. A
replay of the webcast will also be available for a limited time on
the Company’s website.
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.
Pro forma net sales is defined as net sales
including the historical net sales relating to the pre-acquisition
periods of The Honey Pot Co., assuming that the Company acquired
The Honey Pot Co. on January 1, 2023. 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.
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 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 industrial,
branded consumer, and healthcare sectors. CODI 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. CODI 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 2024 Subsidiary
Adjusted EBITDA, our 2024 Adjusted EBITDA, our 2024 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, war, natural disasters or social, civil and
political unrest; future changes in laws or regulations (including
the interpretation of these laws and regulations by regulatory
authorities); environmental risks affecting the business or
operations of our subsidiaries; 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 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
Relationsirinquiry@compassdiversified.com
Gateway GroupCody
Slach949.574.3860CODI@gateway-grp.com
Media
RelationsMediainquiry@compassdiversified.com
The IGB GroupLeon
Berman212.477.8438lberman@igbir.com
|
Compass Diversified Holdings |
Condensed Consolidated Balance Sheets |
|
|
|
March 31, 2024 |
|
December 31, 2023 |
(in thousands) |
|
(Unaudited) |
|
|
|
Assets |
|
|
|
|
|
Current assets |
|
|
|
|
|
Cash and cash equivalents |
|
$ |
64,715 |
|
|
$ |
450,477 |
|
Accounts receivable, net |
|
|
338,310 |
|
|
|
318,241 |
|
Inventories, net |
|
|
788,809 |
|
|
|
740,387 |
|
Prepaid expenses and other
current assets |
|
|
126,764 |
|
|
|
94,715 |
|
Total current assets |
|
|
1,318,598 |
|
|
|
1,603,820 |
|
Property, plant and equipment,
net |
|
|
191,869 |
|
|
|
192,562 |
|
Goodwill |
|
|
1,023,024 |
|
|
|
901,428 |
|
Intangible assets, net |
|
|
1,145,439 |
|
|
|
923,905 |
|
Other non-current assets |
|
|
186,099 |
|
|
|
195,266 |
|
Total
assets |
|
$ |
3,865,029 |
|
|
$ |
3,816,981 |
|
|
|
|
|
|
|
Liabilities and
stockholders’ equity |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Accounts payable and accrued
expenses |
|
$ |
258,073 |
|
|
$ |
250,868 |
|
Due to related party |
|
|
17,202 |
|
|
|
16,025 |
|
Current portion, long-term
debt |
|
|
10,000 |
|
|
|
10,000 |
|
Other current liabilities |
|
|
37,681 |
|
|
|
35,465 |
|
Total current liabilities |
|
|
322,956 |
|
|
|
312,358 |
|
Deferred income taxes |
|
|
139,861 |
|
|
|
120,131 |
|
Long-term debt |
|
|
1,705,982 |
|
|
|
1,661,879 |
|
Other non-current
liabilities |
|
|
202,019 |
|
|
|
203,232 |
|
Total
liabilities |
|
|
2,370,818 |
|
|
|
2,297,600 |
|
Stockholders'
equity |
|
|
|
|
|
Total stockholders' equity
attributable to Holdings |
|
|
1,251,271 |
|
|
|
1,326,750 |
|
Noncontrolling interest |
|
|
242,940 |
|
|
|
192,631 |
|
Total stockholders'
equity |
|
|
1,494,211 |
|
|
|
1,519,381 |
|
Total liabilities and
stockholders’ equity |
|
$ |
3,865,029 |
|
|
$ |
3,816,981 |
|
Compass Diversified Holdings |
Consolidated Statements of Operations |
(Unaudited) |
|
|
|
Three Months Ended March 31, |
(in thousands, except per share data) |
|
|
2024 |
|
|
|
2023 |
|
Net sales |
|
$ |
524,290 |
|
|
$ |
483,933 |
|
Cost of sales |
|
|
282,463 |
|
|
|
278,869 |
|
Gross
profit |
|
|
241,827 |
|
|
|
205,064 |
|
Operating expenses: |
|
|
|
|
Selling, general and
administrative expense |
|
|
150,714 |
|
|
|
130,264 |
|
Management fees |
|
|
18,067 |
|
|
|
16,270 |
|
Amortization expense |
|
|
26,288 |
|
|
|
23,973 |
|
Impairment expense |
|
|
8,182 |
|
|
|
— |
|
Operating
income |
|
|
38,576 |
|
|
|
34,557 |
|
Other income (expense): |
|
|
|
|
Interest expense, net |
|
|
(23,575 |
) |
|
|
(26,180 |
) |
Amortization of debt issuance
costs |
|
|
(1,005 |
) |
|
|
(1,005 |
) |
Other income (expense),
net |
|
|
(2,874 |
) |
|
|
1,160 |
|
Net income from
continuing operations before income taxes |
|
|
11,122 |
|
|
|
8,532 |
|
Provision for income
taxes |
|
|
8,686 |
|
|
|
6,920 |
|
Income from continuing
operations |
|
|
2,436 |
|
|
|
1,612 |
|
Income from discontinued
operations, net of income tax |
|
|
— |
|
|
|
10,000 |
|
Gain on sale of discontinued
operations, net of income tax |
|
|
3,345 |
|
|
|
97,989 |
|
Net
income |
|
|
5,781 |
|
|
|
109,601 |
|
Less: Net income from
continuing operations attributable to noncontrolling interest |
|
|
7,429 |
|
|
|
4,171 |
|
Less: Net income from
discontinued operations attributable to noncontrolling
interest |
|
|
— |
|
|
|
33 |
|
Net income (loss)
attributable to Holdings |
|
$ |
(1,648 |
) |
|
$ |
105,397 |
|
|
|
|
|
|
Amounts attributable
to Holdings |
|
|
|
|
Loss from continuing
operations |
|
$ |
(4,993 |
) |
|
$ |
(2,559 |
) |
Income from discontinued
operations, net of income tax |
|
|
— |
|
|
|
9,967 |
|
Gain on sale of discontinued
operations, net of income tax |
|
|
3,345 |
|
|
|
97,989 |
|
Net income (loss)
attributable to Holdings |
|
$ |
(1,648 |
) |
|
$ |
105,397 |
|
|
|
|
|
|
Basic income (loss)
per common share attributable to Holdings |
|
|
|
|
Continuing operations |
|
$ |
(0.89 |
) |
|
$ |
(0.19 |
) |
Discontinued operations |
|
|
0.04 |
|
|
|
1.48 |
|
|
|
$ |
(0.85 |
) |
|
$ |
1.29 |
|
|
|
|
|
|
Basic weighted average number
of common shares outstanding |
|
|
75,274 |
|
|
|
72,178 |
|
|
|
|
|
|
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) |
|
|
2024 |
|
|
|
2023 |
|
Net income |
|
$ |
5,781 |
|
|
$ |
109,601 |
|
Income from discontinued
operations, net of tax |
|
|
— |
|
|
|
10,000 |
|
Gain on sale of discontinued
operations, net of tax |
|
|
3,345 |
|
|
|
97,989 |
|
Net income from continuing
operations |
|
$ |
2,436 |
|
|
$ |
1,612 |
|
Less: income from continuing
operations attributable to noncontrolling interest |
|
|
7,429 |
|
|
|
4,171 |
|
Net loss attributable to
Holdings – continuing operations |
|
$ |
(4,993 |
) |
|
$ |
(2,559 |
) |
Adjustments: |
|
|
|
|
Distributions paid –
preferred shares |
|
|
(6,045 |
) |
|
|
(6,045 |
) |
Amortization expense –
intangibles and inventory step up |
|
|
29,114 |
|
|
|
25,148 |
|
Impairment expense |
|
|
8,182 |
|
|
|
— |
|
Stock compensation |
|
|
4,330 |
|
|
|
1,641 |
|
Acquisition expenses |
|
|
3,479 |
|
|
|
— |
|
Integration services fee |
|
|
— |
|
|
|
1,187 |
|
Other |
|
|
274 |
|
|
|
432 |
|
Adjusted
Earnings |
|
$ |
34,341 |
|
|
$ |
19,804 |
|
Plus (less): |
|
|
|
|
Depreciation expense |
|
|
10,892 |
|
|
|
11,155 |
|
Income tax provision |
|
|
8,686 |
|
|
|
6,920 |
|
Interest expense |
|
|
23,575 |
|
|
|
26,180 |
|
Amortization of debt issuance
costs |
|
|
1,005 |
|
|
|
1,005 |
|
Income from continuing
operations attributable to noncontrolling interest |
|
|
7,429 |
|
|
|
4,171 |
|
Distributions paid –
preferred shares |
|
|
6,045 |
|
|
|
6,045 |
|
Other (income) expense |
|
|
2,874 |
|
|
|
(1,160 |
) |
Adjusted
EBITDA |
|
$ |
94,847 |
|
|
$ |
74,120 |
|
Compass Diversified Holdings |
Net Income (Loss) from Continuing Operations to Non-GAAP
Consolidated Adjusted EBITDA Reconciliation |
Three Months Ended March 31, 2024 |
(Unaudited) |
|
|
|
Corporate |
|
|
5.11 |
|
|
BOA |
|
Ergobaby |
|
Lugano |
|
PrimaLoft |
|
The Honey Pot |
|
Velocity Outdoor |
|
Altor |
|
Arnold |
|
Sterno |
|
Consolidated |
Income (loss) from continuing operations |
|
$ |
(5,248 |
) |
|
$ |
3,400 |
|
|
$ |
3,351 |
|
|
$ |
(1,831 |
) |
|
$ |
20,204 |
|
$ |
(1,313 |
) |
|
$ |
(3,490 |
) |
|
$ |
(15,973 |
) |
|
$ |
693 |
|
$ |
1,651 |
|
|
$ |
992 |
|
|
$ |
2,436 |
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision (benefit) for income
taxes |
|
|
— |
|
|
|
1,203 |
|
|
|
540 |
|
|
|
(1,310 |
) |
|
|
7,044 |
|
|
(80 |
) |
|
|
(1,167 |
) |
|
|
579 |
|
|
|
628 |
|
|
796 |
|
|
|
453 |
|
|
|
8,686 |
Interest expense, net |
|
|
23,593 |
|
|
|
(3 |
) |
|
|
(3 |
) |
|
|
— |
|
|
|
3 |
|
|
(2 |
) |
|
|
(22 |
) |
|
|
44 |
|
|
|
— |
|
|
(35 |
) |
|
|
— |
|
|
|
23,575 |
Intercompany interest |
|
|
(39,938 |
) |
|
|
3,526 |
|
|
|
5,492 |
|
|
|
2,123 |
|
|
|
11,758 |
|
|
4,616 |
|
|
|
1,996 |
|
|
|
3,218 |
|
|
|
2,009 |
|
|
1,700 |
|
|
|
3,500 |
|
|
|
— |
Depreciation and
amortization |
|
|
254 |
|
|
|
5,873 |
|
|
|
5,438 |
|
|
|
2,185 |
|
|
|
2,347 |
|
|
5,327 |
|
|
|
5,138 |
|
|
|
3,276 |
|
|
|
4,085 |
|
|
2,153 |
|
|
|
4,935 |
|
|
|
41,011 |
EBITDA |
|
|
(21,339 |
) |
|
|
13,999 |
|
|
|
14,818 |
|
|
|
1,167 |
|
|
|
41,356 |
|
|
8,548 |
|
|
|
2,455 |
|
|
|
(8,856 |
) |
|
|
7,415 |
|
|
6,265 |
|
|
|
9,880 |
|
|
|
75,708 |
Other (income) expense |
|
|
(39 |
) |
|
|
(34 |
) |
|
|
75 |
|
|
|
(5 |
) |
|
|
76 |
|
|
— |
|
|
|
(17 |
) |
|
|
(297 |
) |
|
|
3,236 |
|
|
52 |
|
|
|
(173 |
) |
|
|
2,874 |
Noncontrolling shareholder
compensation |
|
|
— |
|
|
|
534 |
|
|
|
1,429 |
|
|
|
259 |
|
|
|
504 |
|
|
680 |
|
|
|
145 |
|
|
|
194 |
|
|
|
252 |
|
|
4 |
|
|
|
329 |
|
|
|
4,330 |
Impairment expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
8,182 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
8,182 |
Acquisition expenses |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
3,479 |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
3,479 |
Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
90 |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
184 |
|
|
|
274 |
Adjusted
EBITDA |
|
$ |
(21,378 |
) |
|
$ |
14,499 |
|
|
$ |
16,322 |
|
|
$ |
1,421 |
|
|
$ |
41,936 |
|
$ |
9,228 |
|
|
$ |
6,152 |
|
|
$ |
(777 |
) |
|
$ |
10,903 |
|
$ |
6,321 |
|
|
$ |
10,220 |
|
|
$ |
94,847 |
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 |
|
PrimaLoft |
|
Velocity Outdoor |
|
Altor |
|
Arnold |
|
Sterno |
|
Consolidated |
Income (loss) from continuing operations |
|
$ |
(14,212 |
) |
|
$ |
2,150 |
|
|
$ |
5,368 |
|
|
$ |
(1,235 |
) |
|
$ |
9,968 |
|
$ |
(1,227 |
) |
|
$ |
(4,501 |
) |
|
$ |
2,701 |
|
$ |
2,305 |
|
|
$ |
295 |
|
|
$ |
1,612 |
|
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision (benefit) for income
taxes |
|
|
— |
|
|
|
726 |
|
|
|
622 |
|
|
|
(551 |
) |
|
|
3,387 |
|
|
1,949 |
|
|
|
(1,455 |
) |
|
|
1,094 |
|
|
1,040 |
|
|
|
108 |
|
|
|
6,920 |
|
Interest expense, net |
|
|
26,052 |
|
|
|
(1 |
) |
|
|
(2 |
) |
|
|
— |
|
|
|
4 |
|
|
(2 |
) |
|
|
124 |
|
|
|
— |
|
|
5 |
|
|
|
— |
|
|
|
26,180 |
|
Intercompany interest |
|
|
(31,467 |
) |
|
|
4,799 |
|
|
|
1,792 |
|
|
|
2,149 |
|
|
|
6,284 |
|
|
4,322 |
|
|
|
3,128 |
|
|
|
2,874 |
|
|
1,649 |
|
|
|
4,470 |
|
|
|
— |
|
Depreciation and
amortization |
|
|
316 |
|
|
|
6,452 |
|
|
|
5,693 |
|
|
|
2,039 |
|
|
|
2,850 |
|
|
5,360 |
|
|
|
3,387 |
|
|
|
4,165 |
|
|
2,019 |
|
|
|
5,027 |
|
|
|
37,308 |
|
EBITDA |
|
|
(19,311 |
) |
|
|
14,126 |
|
|
|
13,473 |
|
|
|
2,402 |
|
|
|
22,493 |
|
|
10,402 |
|
|
|
683 |
|
|
|
10,834 |
|
|
7,018 |
|
|
|
9,900 |
|
|
|
72,020 |
|
Other (income) expense |
|
|
(128 |
) |
|
|
(77 |
) |
|
|
114 |
|
|
|
— |
|
|
|
— |
|
|
(104 |
) |
|
|
(675 |
) |
|
|
204 |
|
|
(2 |
) |
|
|
(492 |
) |
|
|
(1,160 |
) |
Noncontrolling shareholder
compensation |
|
|
— |
|
|
|
252 |
|
|
|
664 |
|
|
|
312 |
|
|
|
395 |
|
|
(708 |
) |
|
|
230 |
|
|
|
316 |
|
|
9 |
|
|
|
171 |
|
|
|
1,641 |
|
Integration services fee |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
1,187 |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
1,187 |
|
Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
432 |
|
|
|
432 |
|
Adjusted
EBITDA |
|
$ |
(19,439 |
) |
|
$ |
14,301 |
|
|
$ |
14,251 |
|
|
$ |
2,714 |
|
|
$ |
22,888 |
|
$ |
10,777 |
|
|
$ |
238 |
|
|
$ |
11,354 |
|
$ |
7,025 |
|
|
$ |
10,011 |
|
|
$ |
74,120 |
|
Compass Diversified Holdings |
Non-GAAP Adjusted EBITDA |
(Unaudited) |
|
|
|
Three Months Ended March 31, |
(in thousands) |
|
|
2024 |
|
|
|
2023 |
|
|
|
|
|
|
Branded
Consumer |
|
|
|
|
5.11 |
|
$ |
14,499 |
|
|
$ |
14,301 |
|
BOA |
|
|
16,322 |
|
|
|
14,251 |
|
Ergobaby |
|
|
1,421 |
|
|
|
2,714 |
|
Lugano |
|
|
41,936 |
|
|
|
22,888 |
|
PrimaLoft |
|
|
9,228 |
|
|
|
10,777 |
|
The Honey
Pot (1) |
|
|
6,152 |
|
|
|
— |
|
Velocity Outdoor |
|
|
(777 |
) |
|
|
238 |
|
Total Branded
Consumer |
|
$ |
88,781 |
|
|
$ |
65,169 |
|
|
|
|
|
|
Industrial |
|
|
|
|
Altor Solutions |
|
|
10,903 |
|
|
|
11,354 |
|
Arnold Magnetics |
|
|
6,321 |
|
|
|
7,025 |
|
Sterno |
|
|
10,220 |
|
|
|
10,011 |
|
Total
Industrial |
|
$ |
27,444 |
|
|
$ |
28,390 |
|
Corporate expense |
|
|
(21,378 |
) |
|
|
(19,439 |
) |
Total Adjusted
EBITDA |
|
$ |
94,847 |
|
|
$ |
74,120 |
|
|
(1) The above results for The Honey Pot Co.
do not include management's estimate of Adjusted EBITDA, before the
Company's ownership, of $3.9 million and $10.8 million,
respectively, for the three months ended March 31, 2024 and March
31, 2023. The Honey Pot Co. was acquired on January 31, 2024. |
Compass Diversified Holdings |
Net Sales to Pro Forma Net Sales
Reconciliation |
(unaudited) |
|
|
|
Three Months Ended March 31, |
(in thousands) |
|
|
2024 |
|
|
|
2023 |
|
|
|
|
|
|
Net Sales |
|
$ |
524,290 |
|
|
$ |
483,933 |
|
Acquisitions (1) |
|
|
10,671 |
|
|
|
31,878 |
|
Pro Forma Net Sales |
|
$ |
534,961 |
|
|
$ |
515,811 |
|
|
(1) Acquisitions reflects the net sales for
The Honey Pot Co. on a pro forma basis as if the Company had
acquired The Honey Pot Co. on January 1, 2023. |
Compass Diversified Holdings |
Subsidiary Pro Forma Net Sales |
(unaudited) |
|
|
|
Three Months Ended March 31, |
(in thousands) |
|
|
2024 |
|
|
|
2023 |
|
|
|
|
|
|
Branded
Consumer |
|
|
|
|
5.11 |
|
$ |
124,974 |
|
|
$ |
124,452 |
|
BOA |
|
|
42,903 |
|
|
|
37,986 |
|
Ergobaby |
|
|
21,218 |
|
|
|
22,418 |
|
Lugano |
|
|
103,039 |
|
|
|
63,887 |
|
PrimaLoft |
|
|
22,541 |
|
|
|
24,529 |
|
The Honey
Pot (1) |
|
|
30,836 |
|
|
|
31,878 |
|
Velocity Outdoor |
|
|
29,899 |
|
|
|
34,040 |
|
Total Branded Consumer |
|
$ |
375,410 |
|
|
$ |
339,190 |
|
|
|
|
|
|
Industrial |
|
|
|
|
Altor Solutions |
|
|
53,404 |
|
|
|
61,512 |
|
Arnold Magnetics |
|
|
41,287 |
|
|
|
40,090 |
|
Sterno |
|
|
64,860 |
|
|
|
75,019 |
|
Total Industrial |
|
$ |
159,551 |
|
|
$ |
176,621 |
|
|
|
|
|
|
Total Subsidiary Net
Sales |
|
$ |
534,961 |
|
|
$ |
515,811 |
|
|
(1) Net sales for The Honey Pot Co. are pro
forma as if the Company had acquired this business on January 1,
2023. |
Compass Diversified Holdings |
Condensed Consolidated Cash Flows |
(unaudited) |
|
|
|
Three Months Ended March 31, |
(in thousands) |
|
|
2024 |
|
|
|
2023 |
|
|
|
|
|
|
Net cash provided by
(used in) operating activities |
|
$ |
(13,201 |
) |
|
$ |
15,545 |
|
Net cash provided by
(used in) investing activities |
|
|
(382,478 |
) |
|
|
154,724 |
|
Net cash provided by
(used in) financing activities |
|
|
10,905 |
|
|
|
(178,446 |
) |
Foreign currency impact on
cash |
|
|
(989 |
) |
|
|
562 |
|
Net increase (decrease) in
cash and cash equivalents |
|
|
(385,763 |
) |
|
|
(7,615 |
) |
Cash and cash
equivalents – beginning of the period (1) |
|
|
450,478 |
|
|
|
61,271 |
|
Cash and cash
equivalents – end of the
period (2) |
|
$ |
64,715 |
|
|
$ |
53,656 |
|
|
(1) Includes cash from discontinued
operations of $4.7 million at January 1, 2023. |
(2) Includes cash from discontinued
operations of $3.8 million at March 31, 2023. |
Compass Diversified Holding |
Selected Financial Data – Cash Flows |
(unaudited) |
|
|
|
|
|
|
|
Three Months Ended March 31, |
(in thousands) |
|
|
2024 |
|
|
|
2023 |
|
|
|
|
|
|
Changes in operating assets
and liabilities |
|
$ |
(60,854 |
) |
|
$ |
(36,892 |
) |
Purchases of property and
equipment |
|
$ |
(7,747 |
) |
|
$ |
(14,897 |
) |
Distributions paid –
common shares |
|
$ |
(18,818 |
) |
|
$ |
(18,051 |
) |
Distributions paid –
preferred shares |
|
$ |
(6,045 |
) |
|
$ |
(6,045 |
) |
Compass Diversified (NYSE:CODI)
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Compass Diversified (NYSE:CODI)
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From Jan 2024 to Jan 2025