EX-99.1 2 exhibit991earningsreleaseq.htm EX-99.1 Document

Exhibit 99.1

codilogo2020a02a.jpg

Investor Relations:
The IGB Group
Leon Berman
212-477-8438
lberman@igbir.com
 
Media Contact:
Joele Frank, Wilkinson Brimmer Katcher
Jon Keehner/ Kate Thompson/ Lyle Weston
212-355-4449


Compass Diversified Reports Fourth Quarter 2021 Financial Results and
Full Year 2021 Financial Results

Branded Consumer Performance and Rebounding Industrials Drive Record Fourth Quarter and Full Year Operating Results

Accelerates Portfolio Transformation and Strengthens Capital Structure

Permanent Capital Advantage Positioned CODI to Opportunistically Acquire Platform Business and Complete Strategic Add-Ons in 2021

Westport, Conn., February 24, 2022 - Compass Diversified (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle market businesses, announced today its consolidated operating results for the three and twelve months ended December 31, 2021.
“Our momentum continued in the fourth quarter as CODI delivered a fourth consecutive quarter of record results and the best year-end results in our history,” said Elias Sabo, CEO of Compass Diversified. “Our consumer business again delivered solid results, driven by continued strong performance at our most recent acquisitions, and our niche industrial business experienced increased demand for their products during the fourth quarter. We continued to deploy capital into our existing subsidiaries in the fourth quarter acquiring Lizard Skins and Plymouth Foam as strategic add-ons to Marucci Sports and Altor Solutions, respectively, demonstrating our sustainable investing philosophy and continued commitment to deploying capital to enhance value at a subsidiary level.”
Mr. Sabo continued, “Looking ahead, we enter 2022 with a strong balance sheet, substantial liquidity and remain confident in our ability to generate long term shareholder value in the years ahead through the continued deployment of capital into accretive platform and add-on acquisitions and subsidiary growth opportunities.”
Fourth Quarter and Full Year 2021 Highlights
Reported net sales of $536.6 million for the fourth quarter 2021 and $1.842 billion for the full year 2021;
Reported a net income of $25.9 million for the fourth quarter 2021 and net income of $126.8 million for the full year 2021;



Reported Adjusted Earnings, a new non-GAAP financial measure, of $32.5 million for the fourth quarter of 2021 and $117.7 million for the full year of 2021;
Reported non-GAAP Adjusted EBITDA of $88.9 million for the fourth quarter 2021 and $327.3 million for the full year 2021;
Reported Cash Used in Operating Activities of $(13.1) million for the fourth quarter 2021 and Provided by Operating Activities of $134.1 million for the full year 2021, and non-GAAP Cash Flow Available for Distribution and Reinvestment ("CAD") of $42.1 million for the fourth quarter 2021 and $177.4 million for the full year 2021;
Paid a fourth quarter 2021 cash distribution of $0.25 per share on CODI's common shares in January 2022; and
Paid quarterly cash distributions of $0.453125 per share on the Company's 7.250% Series A Preferred Shares, $0.4921875 per share on the Company's 7.875% Series B Preferred Shares, and $0.4921875 per share on the Company's 7.875% Series C Preferred Shares payable on January 30, 2022.

Operating Results
Net sales for the quarter ended December 31, 2021 were $536.6 million, as compared to $421.6 million for the quarter ended December 31, 2020. Net sales were $1.842 billion for the year ended December 31, 2021, as compared to $1.360 billion for the year ended December 31, 2020.
Net income for the quarter ended December 31, 2021 was $25.9 million, as compared to net income of $8.8 million for the quarter ended December 31, 2020. For the year ended December 31, 2021, CODI reported net income of $126.8 million compared to net income of $27.2 million for the year ended December 31, 2020. The increase in net income for the year ended December 31, 2021 as compared to the prior year was primarily related to the gain on the sale of Liberty Safe.
Adjusted Earnings (see "Note Regarding Use of Non-GAAP Financial Measures" below) for the quarter ended December 31, 2021 was $32.5 million, as compared to $22.7 million for the quarter ended December 31, 2020. Adjusted Earnings for the year ended December 31, 2021 was $117.7 million, as compared to $55.0 million for the year ended December 31, 2020. Adjusted EBITDA (see "Note Regarding Use of Non-GAAP Financial Measures" below) for the quarter ended December 31, 2021 was $88.9 million, as compared to $69.3 million for the quarter ended December 31, 2020. Adjusted EBITDA for the year ended December 31, 2021 was $327.3 million, as compared to $203.9 million for the year ended December 31, 2020. The increase in Adjusted Earnings and Adjusted EBITDA for the fourth quarter and full year 2021, as compared to prior year periods, was primarily a result of our 2020 acquisitions of BOA and Marucci, and our 2021 acquisition of Lugano Diamonds, as well as strong performance in the other branded consumer companies. In addition, the prior year results were negatively impacted by the effects of the COVID-19 pandemic.
Liquidity and Capital Resources
For the quarter ended December 31, 2021, CODI reported Cash Used in Operating Activities of $(13.1) million, as compared to Cash Provided by Operating Activities of $35.8 million for the quarter ended December 31, 2020. The decline in cash provided by operating activities during the fourth quarter of 2021 as compared to the prior year was a result of an increase in working capital at certain subsidiaries, primarily in inventory, to satisfy near term sales demand.
CODI reported CAD (see "Note Regarding Use of Non-GAAP Financial Measures" below) of $42.1 million for the quarter ended December 31, 2021, as compared to $36.0 million for the prior year's comparable quarter.



CODI's weighted average number of shares outstanding for the quarter ended December 31, 2021 was 66.6 million, and for the quarter ended December 31, 2020 was 64.9 million.
As of December 31, 2021, CODI had approximately $157.1 million in cash and cash equivalents, $0 million outstanding on its revolving credit facility, $1 billion outstanding in 5.25% Senior Notes due 2029 and $300 million outstanding in 5.00% Senior Notes due 2032.
The Company has no significant debt maturities until 2029 and had net borrowing availability of approximately $600 million at December 31, 2021 under its revolving credit facility.

Fourth Quarter 2021 Distributions
On January 3, 2022, CODI's Board of Directors (the “Board”) declared a fourth quarter distribution of $0.25 per share on the Company's common shares. The cash distribution was paid on January 20, 2022 to all holders of record of common shares as of January 13, 2022. As previously announced and disclosed by CODI, the reduction in the fourth quarter common distribution is a result of the Company’s tax reclassification which became effective on September 1, 2021 and the assumption of corporate tax liability.
The Board also declared a quarterly cash distribution of $0.453125 per share on the Company’s 7.250% Series A Preferred Shares (the “Series A Preferred Shares”). The distribution on the Series A Preferred Shares covered the period from, and including, October 30, 2021, up to, but excluding, January 30, 2022. The distribution for such period was payable on January 30, 2022 to all holders of record of Series A Preferred Shares as of January 15, 2022. The payment occurred on January 31, 2022, the next business day following the payment date.

The Board also declared a quarterly cash distribution of $0.4921875 per share on the Company’s 7.875% Series B Preferred Shares (the “Series B Preferred Shares”). The distribution on the Series B Preferred Shares covered the period from, and including, October 30, 2021, up to, but excluding, January 30, 2022. The distribution for such period was payable on January 30, 2022 to all holders of record of Series B Preferred Shares as of January 15, 2022. The payment occurred on January 31, 2022, the next business day following the payment date.

The Board also declared a quarterly cash distribution of $0.4921875 per share on the Company’s 7.875% Series C Preferred Shares (the “Series C Preferred Shares”). The distribution on the Series C Preferred Shares covered the period from, and including, October 30, 2021, up to, but excluding, January 30, 2022. The distribution for such period was payable on January 30, 2022 to all holders of record of Series C Preferred Shares as of January 15, 2022. The payment occurred on January 31, 2022, the next business day following the payment date.
2022 Guidance
The Company expects to produce consolidated Adjusted EBITDA in 2022 of between $400 million and $420 million. The Adjusted EBITDA estimate is based on the summation of our expectations for our current subsidiaries in 2022, including ACI, absent additional acquisitions or divestitures. In addition, the Company expects to produce Adjusted Earnings in 2022 of between $110 million and $125 million. The Adjusted Earnings estimate is based on the summation of our expectations for our current subsidiaries in 2022, excluding ACI, absent additional acquisitions or divestitures.
5.11 Initial Public Offering Update
The Company has decided to postpone its proposed initial public offering of 5.11 due to adverse market conditions.




Conference Call
Management will host a conference call on Thursday, February 24, 2022 at 5:00 p.m. ET to discuss the latest corporate developments and financial results. The dial-in number for callers in the U.S. is (844) 200-6205 and the dial-in number for international callers is196500 + 1 929 526-1599. The access code for all callers is 091769. A live webcast will also be available on the Company's website at https://www.compassdiversified.com.

A replay of the call will be available through Thursday, March 3, 2022. To access the replay, please dial (929) 458-6194 in the U.S. and + 44 204 525 0658 outside the U.S., and then enter the access code 019320.

Note Regarding Use of Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted Earnings are non-GAAP measures used by the Company to assess its performance. We have reconciled Adjusted EBITDA to Net Income (Loss) from Continuing Operations and Adjusted Earnings to Net Income (Loss) on the attached schedules. We consider Net Income (Loss) from Continuing Operations to be the most directly comparable GAAP financial measure to Adjusted EBITDA and Net Income (Loss) to be the most directly comparable GAAP financial measure to Adjusted Earnings. We believe that Adjusted EBITDA and Adjusted Earnings provides useful information to investors and reflects important financial measures as it excludes the effects of items which reflect the impact of long-term investment decisions, rather than the performance of near-term operations. When compared to Net Income (Loss) and Net Income (Loss) from Continuing Operations, Adjusted EBITDA and Adjusted Earnings, respectively, are each limited in that they do not reflect the periodic costs of certain capital assets used in generating revenues of our businesses or the non-cash charges associated with impairments, as well as certain cash charges. The presentation of Adjusted EBITDA allows investors to view the performance of our businesses in a manner similar to the methods used by us and the management of our businesses, provides additional insight into our operating results and provides a measure for evaluating targeted businesses for acquisition. The presentation of Adjusted Earnings provides insight into our operating results and provides a measure for evaluating earnings from continuing operations available to common shareholders. We believe Adjusted EBITDA and Adjusted Earnings are also useful in measuring our ability to service debt and other payment obligations.
CAD is a non-GAAP measure used by the Company to assess its performance, as well as its ability to sustain quarterly distributions. We have reconciled CAD to Net Income (Loss) on the attached schedules. We consider Net Income (Loss) to be the most directly comparable GAAP financial measures to CAD. CAD is calculated after taking into account all interest expense, cash taxes paid and maintenance capital expenditures, and includes the operating results of each of our businesses for the periods during which CODI owned them.
In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, we have not reconciled 2022 Adjusted EBITDA or 2022 Adjusted Earnings to their comparable GAAP measure because we do not provide guidance on Net Income (Loss) or the applicable reconciling items as a result of the uncertainty regarding, and the potential variability of, these items. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results. Accordingly, undue reliance should not be placed on these estimates.
None of Adjusted Earnings, Adjusted EBITDA nor CAD is meant to be a substitute for GAAP measures and may be different from or otherwise inconsistent with non-GAAP financial measures used by other companies.



About Compass Diversified (“CODI”)
CODI owns and manages a diverse set of highly defensible North American middle market businesses. Each of its current subsidiaries is a leader in its niche market. For more information, visit compassdiversified.com.
Leveraging its permanent capital base, long-term disciplined approach and actionable expertise, CODI maintains controlling ownership interests in each of its subsidiaries, maximizing its ability to impact long-term cash flow generation and value creation. The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the Company and has consistently generated strong returns through its culture of transparency, alignment and accountability.
Our ten majority-owned subsidiaries are engaged in the following lines of business:
The design and marketing of purpose-built technical apparel and gear serving a wide range of global customers (5.11);
The manufacture of quick-turn, small-run and production rigid printed circuit boards (Advanced Circuits);
The design and manufacture of custom packaging, insulation and componentry (Altor Solutions);
The manufacture of engineered magnetic solutions for a wide range of specialty applications and end-markets (Arnold Magnetic Technologies);
The design, engineering and marketing of dial based fit systems delivering a scientifically proven performance advantage for athletes (BOA Technology);
The design and marketing of wearable baby carriers, strollers and related products (Ergobaby)
The design, manufacture, and marketing of high-end, one-of-a kind jewelry (Lugano Diamonds);
The design and manufacture of baseball and softball equipment and apparel (Marucci Sports);
The manufacture and marketing of portable food warming systems used in the foodservice industry, creative indoor and outdoor lighting, and home fragrance solutions for the consumer markets (Sterno); and
The design, manufacture and marketing of airguns, archery products, optics and related accessories (Velocity Outdoor).
On October 13, 2021, we, as the representative of the holders of stock and options of Advanced Circuits, entered into a definitive plan of merger to sell all of the outstanding securities of Advanced Circuits. Advanced Circuits has been classified as held for sale at December 31, 2021.

Forward Looking Statements
Certain statements in this press release may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements as to our future performance or liquidity, such as expectations regarding our results of operations and financial condition, our 2022 Adjusted EBITDA, our 2022 Adjusted Earnings, our pending acquisitions and divestitures, and other statements with regard to the future performance of CODI. We may use words such as “plans,” “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “seek,” “look,” and similar expressions to identify forward-looking statements. The forward-looking statements contained in this press release involve risks and uncertainties. Actual results could differ



materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere in CODI’s annual report on Form 10-K and its quarterly reports on Form 10-Q. Other factors that could cause actual results to differ materially include: changes in the economy, financial markets and political environment; risks associated with possible disruption in CODI’s operations or the economy generally due to terrorism, natural disasters, social, civil and political unrest or the COVID-19 pandemic; future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); general considerations associated with the COVID-19 pandemic and its impact on the markets in which we operate; disruption in the global supply chain, labor shortages and high labor costs; our business prospects and the prospects of our subsidiaries; the impact of, and ability to successfully complete and integrate, investments that we make or expect to make; the dependence of our future success on the general economy and its impact on the industries in which we operate; the ability of our subsidiaries to achieve their objectives; the adequacy of our cash resources and working capital; the timing of cash flows, if any, from the operations of our subsidiaries; and other considerations that may be disclosed from time to time in CODI’s publicly disseminated documents and filings. Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the date on which they are made. Although, except as required by law, CODI undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that CODI may make directly to you or through reports that it in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.




Compass Diversified Holdings
Condensed Consolidated Balance Sheets
December 31, 2021December 31, 2020
(in thousands)
Assets
Current assets
Cash and cash equivalents
$157,125 $60,023 
Accounts receivable, net
268,262 206,728 
Inventories, net562,084 350,594 
Prepaid expenses and other current assets
56,575 40,381 
Current assets held-for-sale99,423 17,136 
Current assets of discontinued operations— 33,505 
Total current assets
1,143,469 708,367 
Property, plant and equipment, net178,393 153,653 
Goodwill and intangible assets, net1,688,082 1,500,589 
Other non-current assets134,317 97,309 
Non-current assets held-for-sale— 84,728 
Non-current assets of discontinued operations— 53,872 
Total assets$3,144,261 $2,598,518 
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses
$295,206 $225,919 
Due to related party
11,705 10,012 
Other current liabilities
45,490 34,381 
Current liabilities held-for-sale29,127 9,169 
Current liabilities of discontinued operations— 15,230 
Total current liabilities
381,528 294,711 
Deferred income taxes84,344 67,836 
Long-term debt1,284,826 899,460 
Other non-current liabilities109,033 83,693 
Non-current liabilities held-for-sale— 21,535 
Non-current liabilities of discontinued operations— 11,135 
Total liabilities
1,859,731 1,378,370 
Stockholders' equity
Total stockholders' equity attributable to Holdings1,111,816 1,100,024 
Noncontrolling interest 175,328 123,463 
Noncontrolling interest held-for-sale(2,614)(7,175)
Noncontrolling interest of discontinued operations— 3,836 
Total stockholders' equity
1,284,530 1,220,148 
Total liabilities and stockholders’ equity$3,144,261 $2,598,518 





Compass Diversified Holdings
Consolidated Statements of Operations

Three months ended December 31,Year ended December 31,
(in thousands, except per share data)2021202020212020
Net sales$536,612 $421,609 $1,841,668 $1,359,567 
Cost of sales334,202 265,902 1,115,711 864,602 
Gross profit202,410 155,707 725,957 494,965 
Operating expenses:
Selling, general and administrative expense132,788 103,459 459,204 344,418 
Management fees12,814 11,063 46,943 33,749 
Amortization expense23,835 18,399 80,307 61,682 
Operating income 32,973 22,786 139,503 55,116 
Other income (expense):
Interest expense, net(16,232)(13,647)(58,839)(45,769)
Amortization of debt issuance costs(812)(659)(2,979)(2,454)
Loss on debt extinguishment— — (33,305)— 
Other income (expense), net600 (406)(1,184)(2,459)
Net income before income taxes16,529 8,074 43,196 4,434 
Provision (benefit) for income taxes(3,777)6,933 18,337 10,175 
Income (loss) from continuing operations20,306 1,141 24,859 (5,741)
Income from discontinued operations, net of income tax5,577 7,639 29,180 32,838 
Gain on sale of discontinued operations25 — 72,770 100 
Net income 25,908 8,780 126,809 27,197 
Less: Net income (loss) attributable to noncontrolling interest2,745 (492)7,740 (480)
Less: Net income from discontinued operations attributable to noncontrolling interest1,075 906 4,517 4,897 
Net income attributable to Holdings$22,088 $8,366 $114,552 $22,780 
Basic income (loss) per common share attributable to Holdings
Continuing operations$(0.14)$(0.15)$(0.76)$(0.72)
Discontinued operations0.06 0.09 1.49 0.38 
$(0.08)$(0.06)$0.73 $(0.34)
Basic weighted average number of common shares outstanding66,623 64,900 65,362 63,151 
Cash distributions declared per Trust common share$0.25 $0.36 $2.21 $1.44 





Compass Diversified Holdings
Net Income (Loss) to Non-GAAP Adjusted Earnings - 2021
(Unaudited)


Three months endedYear ended
(in thousands)March 31, 2021June 30, 2021September 30, 2021December 31, 2021December 31, 2021
Net income (loss)$21,996 $(11,251)$90,156 $25,908 $126,809 
Gain on sale of discontinued operations, net of tax— — 72,745 25 72,770 
Income from discontinued operations, net of tax8,914 10,357 4,332 5,577 29,180 
Net income (loss) from continuing operations$13,082 $(21,608)$13,079 $20,306 $24,859 
Less: income from continuing operations attributable to noncontrolling interest1,903 1,967 1,125 2,745 7,740 
Net income (loss) attributable to Holdings - continuing operations$11,179 $(23,575)$11,954 $17,561 $17,119 
Less: Distributions paid - Preferred Shares(6,045)(6,046)(6,045)(6,045)(24,181)
Less: Held-for-sale corporate tax impact— — — (12,119)(12,119)
Add: Amortization expense - intangibles and inventory step-up18,589 18,837 19,047 26,596 83,069 
Add: Loss on debt extinguishment— 33,305 — — 33,305 
Add: Stock compensation expense2,640 2,716 2,768 2,817 10,941 
Add: Acquisition expenses299 11 1,866 1,415 3,591 
Add: Integration services fees1,600 1,600 1,100 563 4,863 
Add (less): Other(2,101)1,032 460 1,709 1,100 
Adjusted earnings$26,161 $27,880 $31,150 $32,497 $117,688 



















Compass Diversified Holdings
Net Income (Loss) to Non-GAAP Adjusted Earnings - 2020
(Unaudited)


Three months endedYear ended
(in thousands)March 31, 2020June 30, 2020September 30, 2020December 31, 2020December 31, 2020
Net income (loss)$4,880 $(7,366)$20,903 $8,780 $27,197 
Gain on sale of discontinued operations, net of tax— — 100 — 100 
Income from discontinued operations, net of tax6,916 8,715 9,568 7,639 32,838 
Net income (loss) from continuing operations$(2,036)$(16,081)$11,235 $1,141 $(5,741)
Less: income (loss) from continuing operations attributable to noncontrolling interest211 (468)269 (492)(480)
Net income (loss) attributable to Holdings - continuing operations$(2,247)$(15,613)$10,966 $1,633 $(5,261)
Less: Distributions paid - Preferred Shares(5,542)(6,045)(6,046)(6,045)(23,678)
Add: Amortization expense - intangibles and inventory step-up13,421 17,710 16,533 19,881 67,545 
Add: Loss on debt extinguishment— — — — — 
Add: Stock compensation expense1,924 1,760 2,038 2,749 8,471 
Add: Acquisition expenses— 2,042 273 2,517 4,832 
Add: Integration services fees— — 500 1,625 2,125 
Add (less): Other— 595 — 326 921 
Adjusted earnings$7,556 $449 $24,264 $22,686 $54,955 




Compass Diversified Holdings
Adjusted Earnings to Adjusted EBITDA
(Unaudited)

Three months endedYear ended
(in thousands)March 31, 2021June 30, 2021September 30, 2021December 31, 2021December 31, 2021
Adjusted earnings$26,161 $27,880 $31,150 $32,497 $117,688 
Add:
Depreciation8,557 8,945 9,854 9,980 37,336 
Income taxes5,308 8,344 8,462 (3,777)18,337 
Held-for-sale tax impact - corporate— — — 12,119 12,119 
Interest expense, net13,805 14,947 13,855 16,232 58,839 
Amortization of debt issuance686 722 759 812 2,979 
Management fees10,798 11,058 12,273 12,814 46,943 
Noncontrolling interest1,903 1,967 1,125 2,745 7,740 
Preferred distributions6,045 6,046 6,045 6,045 24,181 
Other expense (income)2,228 642 (1,086)(600)1,184 
Adjusted EBITDA$75,491 $80,551 $82,437 $88,867 $327,346 


Three months endedYear ended
(in thousands)March 31, 2020June 30, 2020September 30, 2020December 31, 2020December 31, 2020
Adjusted earnings$7,556 $449 $24,264 $22,686 $54,955 
Add:
Depreciation7,334 7,628 7,852 8,317 31,131 
Income taxes(1,744)5,648 (662)6,933 10,175 
Interest expense, net8,597 11,174 12,351 13,647 45,769 
Amortization of debt issuance525 610 660 659 2,454 
Management fees 8,369 4,909 9,408 11,063 33,749 
Noncontrolling interest211 (468)269 (492)(480)
Preferred distributions5,542 6,045 6,046 6,045 23,678 
Other expense (income)(661)2,373 341 406 2,459 
Adjusted EBITDA$35,729 $38,368 $60,529 $69,264 $203,890 






Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated EBITDA Reconciliation
Year ended December 31, 2021
(Unaudited)

Corporate5.11BOAErgoLuganoMarucci SportsVelocity OutdoorAltor SolutionsArnoldSternoConsolidated
Net income from continuing operations (1)
$(72,624)$20,152 $21,178 $5,079 $5,239 $10,232 $23,035 $7,871 $5,013 $(316)$24,859 
Adjusted for:
Provision for income taxes(12,119)6,905 3,559 2,018 2,094 3,070 6,237 2,619 1,345 2,609 18,337 
Interest expense, net58,639 16 — — 165 (1)— 58,839 
Intercompany interest(66,765)11,868 8,581 1,960 2,450 3,110 7,461 7,558 5,455 18,322 — 
Loss on debt extinguishment33,305 — — — — — — — — — 33,305 
Depreciation and amortization1,025 22,355 20,279 8,435 4,757 8,634 12,704 12,938 8,888 23,369 123,384 
EBITDA(58,539)61,296 53,597 17,492 14,549 25,051 49,602 30,985 20,707 43,984 258,724 
Other (income) expense(284)125 377 — 16 (119)2,573 (323)(1,189)1,184 
Non-controlling shareholder compensation— 2,428 2,194 1,693 190 1,101 1,020 1,035 38 1,242 10,941 
Acquisition expenses39 — — — 1,827 971 — 444 310 — 3,591 
Integration services fee— — 3,300 — 563 1,000 — — — — 4,863 
Other1,132 273 — — — 1,000 (2,300)— — 995 1,100 
Management fees41,505 1,000 1,000 500 188 500 500 750 500 500 46,943 
Adjusted EBITDA$(16,147)$65,122 $60,468 $19,685 $17,333 $29,504 $51,395 $32,891 $21,563 $45,532 $327,346 
(1) Net income from continuing operations does not include income from discontinued operations for the twelve months ended December 31, 2021.







Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated EBITDA Reconciliation
Year ended December 31, 2020
(Unaudited)
Corporate5.11BOAErgoMarucci SportsVelocity OutdoorAltor SolutionsArnoldSternoConsolidated
Net income (loss) from continuing operations (1)
$(28,931)$12,356 $(2,640)$725 (4,785)$11,161 $6,092 $(3,539)$3,820 $(5,741)
Adjusted for:
Provision (benefit) for income taxes— 1,808 (535)2,033 (1,390)3,560 2,554 (198)2,343 10,175 
Interest expense, net45,610 19 — — 131 — — 45,768 
Intercompany interest(61,123)14,085 2,043 2,405 1,843 8,915 7,084 5,730 19,018 — 
Depreciation and amortization838 21,483 5,589 8,199 10,203 12,781 12,722 6,805 22,510 101,130 
EBITDA(43,606)49,751 4,457 13,362 5,878 36,548 28,452 8,798 47,692 151,332 
Other (income) expense— 1,420 39 — (42)931 (38)140 2,459 
Non-controlling shareholder compensation— 2,489 469 1,156 634 1,549 1,028 (20)1,166 8,471 
Acquisition expenses— — 2,517 — 2,042 — 273 — — 4,832 
Integration services fees— — 1,125 — 1,000 — — — — 2,125 
Other324 — — 598 — — — — — 922 
Management fees29,402 1,000 250 500 347 500 750 500 500 33,749 
Adjusted EBITDA (2)
$(13,880)$54,660 $8,857 $15,616 $9,859 $39,528 $30,465 $9,287 $49,498 $203,890 
(1) Net income (loss) from continuing operations does not include income from discontinued operations for the twelve months ended December 31, 2020.
(2) As a result of the sale of Liberty Safe in August 2021, and the classification of ACI as Held for Sale at December 31, 2021, Adjusted EBITDA for the twelve months ended December 31, 2020 does not include $19.0 million in Adjusted EBITDA from Liberty and $26.3 million in Adjusted EBITDA from ACI.



Compass Diversified Holdings
Adjusted EBITDA
(Unaudited)
Three months ended December 31,Year ended December 31,
(in thousands)2021202020212020
Branded Consumer
5.11 $17,787 $18,336 $65,122 $54,660 
BOA (1)
14,147 8,857 60,468 8,857 
Ergobaby5,750 1,823 19,685 15,616 
Lugano (2)
13,823 — 17,333 — 
Marucci Sports (3)
5,745 5,244 29,504 9,859 
Velocity Outdoor 10,194 14,489 51,395 39,528 
Total Branded Consumer$67,446 $48,749 $243,507 $128,520 
Niche Industrial
Altor Solutions9,101 8,454 32,891 30,465 
Arnold Magnetics5,057 1,314 21,563 9,287 
Sterno 12,842 14,654 45,532 49,498 
Total Niche Industrial$27,000 $24,422 $99,986 $89,250 
Corporate expense
(5,578)(3,907)(16,147)(13,880)
Total Adjusted EBITDA$88,867 $69,264 $327,346 $203,890 
(1)The above results for BOA do not include management's estimate of Adjusted EBITDA, before our ownership, of $0.3 million and $24.5 million, respectively, for the three and twelve months ended December 31, 2020. BOA was acquired on October 16, 2020.
(2)The above results for Lugano do not include management's estimate of Adjusted EBITDA, before our ownership, of $24.1 million for the twelve months ended December 31, 2021, and $7.3 million and $21.3 million, respectively, for the three and twelve months ended December 31, 2020. Lugano was acquired on September 3, 2021.
(3)The above results for Marucci Sports do not include management's estimate of Adjusted EBITDA, before our ownership, of $3.9 million for the twelve months ended December 31, 2020. Marucci Sports was acquired on April 20, 2020.





Compass Diversified Holdings
Net Sales to Pro Forma Net Sales Reconciliation
(unaudited)
Three months ended December 31,Year ended December 31,
(in thousands)2021202020212020
Net Sales$536,612 $421,609 $1,841,668 $1,359,567 
Acquisitions (1)
— 25,050 71,058 170,807 
Pro Forma Net Sales$536,612 $446,659 $1,912,726 $1,530,374 
(1) Acquisitions reflects the net sales for BOA, Lugano, and Marucci Sports and BOA on a pro forma basis as if we had acquired these businesses on January 1, 2020.


Compass Diversified Holdings
Subsidiary Pro Forma Net Sales
(unaudited)
Three months ended December 31,Year ended December 31,
(in thousands)2021202020212020
Branded Consumer
5.11 $123,954 $119,284 $444,963 $401,106 
BOA (1)
45,117 29,192 165,150 106,365 
Ergobaby24,531 15,557 93,631 74,728 
Lugano (1)
43,224 21,137 125,105 67,221 
Marucci Sports (1)
31,838 18,633 118,166 65,941 
Velocity Outdoor 64,535 67,756 270,426 215,996 
Total Branded Consumer$333,199 $271,559 $1,217,441 $931,357 
Niche Industrial
Altor Solutions$57,635 $40,708 $180,217 $130,046 
Arnold Magnetics38,048 22,543 139,941 98,990 
Sterno 107,730 111,849 375,127 369,981 
Total Niche Industrial$203,413 $175,100 $695,285 $599,017 
Total Subsidiary Net Sales$536,612 $446,659 $1,912,726 $1,530,374 
(1) Net sales for BOA, Lugano and Marucci Sports are pro forma as if we had acquired these businesses on January 1, 2020.




Compass Diversified Holdings
Condensed Consolidated Cash Flows


Three months ended December 31,Year ended December 31,
(in thousands)2021202020212020
Net cash provided by (used in) operating activities$(13,097)$35,753 $134,051 $148,625 
Net cash used in investing activities(115,067)(464,332)(317,496)(700,834)
Net cash provided by financing activities218,334 321,330 273,206 521,725 
Foreign currency impact on cash324 1,174 228 914 
Net increase (decrease) in cash and cash equivalents90,494 (106,075)89,989 (29,570)
Cash and cash equivalents - beginning of the period (1)
70,239 176,819 70,744 100,314 
Cash and cash equivalents - end of the period$160,733 $70,744 $160,733 $70,744 


(1) Includes cash from discontinued operations of $10.7 million at January 1, 2021 and $6.9 million at January 1, 2020, and cash from discontinued operations of $3.5 million at October 1, 2021 and $8.2 million at October 1, 2020.



Compass Diversified Holding
Selected Financial Data - Cash Flows
Three months ended December 31,Year ended December 31,
(in thousands)2021202020212020
Changes in operating assets and liabilities$(63,882)$(6,147)$(80,990)$2,420 
Purchases of property and equipment$(12,473)$(9,977)$(39,880)$(28,812)
Distributions paid - common shares$(23,742)$(23,364)$(150,946)$(89,856)
Distributions paid - preferred shares$(6,045)$(6,045)$(24,181)$(23,678)




Compass Diversified Holdings
Net Income to Adjusted EBITDA and Cash Flow Available for Distribution and Reinvestment
(unaudited)
Three months ended December 31,Year ended December 31,
(in thousands)2021202020212020
Net income $25,908 $8,780 $126,809 $27,197 
Income from discontinued operations5,577 7,639 29,180 32,838 
Gain on sale of discontinued operations25 — 72,770 100 
Income (loss) from continuing operations$20,306 $1,141 $24,859 $(5,741)
Provision (benefit) for income taxes(3,777)6,933 18,337 10,175 
Income from continuing operations before income taxes$16,529 $8,074 $43,196 $4,434 
Other income (expense), net(600)406 1,184 2,459 
Amortization of debt issuance costs812 659 2,979 2,454 
Loss on debt extinguishment— — 33,305 — 
Interest expense, net16,232 13,647 58,839 45,769 
Operating income $32,973 $22,786 $139,503 $55,116 
Adjusted For:
Depreciation9,980 8,316 37,337 31,131 
Amortization26,596 19,882 83,068 67,545 
Noncontrolling shareholder compensation2,817 2,749 10,941 8,471 
Acquisition expenses1,415 2,517 3,591 4,832 
Integration services fees563 1,625 4,863 2,125 
Management fees12,814 11,063 46,943 33,749 
Other1,709 326 1,100 922 
Adjusted EBITDA$88,867 $69,264 $327,346 $203,891 
Interest at Corporate, net of unused fee (1)
(15,840)(13,491)(57,323)(44,604)
Management fees(12,814)(11,063)(46,943)(33,749)
Capital expenditures (maintenance)(8,447)(6,212)(26,780)(15,786)
Current tax expense (cash taxes) (2)
(8,508)(2,469)(27,795)(9,510)
Preferred share distributions(6,045)(6,045)(24,181)(23,678)
Discontinued operations6,090 6,386 35,049 34,854 
Miscellaneous items(1,215)(377)(1,973)(772)
Cash Flow Available for Distribution and Reinvestment ("CAD")$42,088 $35,993 $177,400 $110,646 
(1)Interest expense at Corporate reflects consolidated interest expense less non-cash components such as the amortization of our bond premium.
(2)Current tax expense is calculated by deducting the change in deferred tax from the statement of cash flows from the income tax provision on the statement of operations.