EX-99.1 2 exhibit991earningsreleaseq.htm EX-99.1 Document

Exhibit 99.1

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Compass Diversified Reports Strong First Quarter 2022 Financial Results
Niche Industrial and Branded Consumer Net Sales Growth Drive Record First Quarter Results
Raises Full-Year Outlook Given Strong Q1 Performance
Westport, Conn., May 5, 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 months ended March 31, 2022.
“CODI delivered outstanding first quarter results, recording our fifth consecutive quarter of record financial performance that is enabling us to raise our 2022 outlook,” said Elias Sabo, CEO of Compass Diversified. “Despite supply chain challenges and a heightened inflationary environment, our operating teams delivered double-digit sales growth in both our branded consumer and niche industrial businesses. In addition, we produced the highest level of quarterly Adjusted EBITDA CODI has ever reported. As we look ahead at the remainder of 2022, we are pleased with the performance of our businesses to date and remain confident in our team’s ability to continue deploying capital to drive long-term, sustainable value for our shareholders.”

First Quarter 2022 Financial Highlights vs. Same Year-Ago Quarter (where applicable)
Net sales up 25% to $510.5 million;
Branded consumer net sales up 27% to $331.6 million, and up 14% on a proforma basis;
Niche industrial net sales up 21% to $178.9 million;
Net income up 35% to $29.7 million;
Adjusted Earnings, a non-GAAP financial measure, up 38% to $36.0 million;
Income from continuing operations up 41% to $18.4 million;
Adjusted EBITDA, a non-GAAP financial measure, up 29% to $97.6 million; and
Paid a first quarter 2022 cash distribution of $0.25 per share on CODI's common shares in April 2022.

First Quarter 2022 Business Highlights
Expanded board of directors to nine members with appointment of Alex Bhathal, a business leader with more than 15 years of asset management experience and a successful track record of actively managing investments in sports, consumer products and real estate.
CODI subsidiary Altor Solutions acquired Foam Concepts, Inc., strengthening its position as a leading provider of packaging and componentry solutions.




First Quarter 2022 Financial Results
Net sales in the first quarter of 2022 were $510.5 million, up 25% compared to $408.6 million in the first quarter of 2021. The increase was due to the Company’s acquisition of Lugano Diamonds & Jewelry in September 2021, as well as strong growth from BOA, Marucci Sports and Altor Solutions. On a pro forma basis, assuming CODI had acquired Lugano on January 1, 2021, net sales were up 17% compared to the prior year period.
Branded consumer pro forma net sales increased 14% in the first quarter of 2022 to $331.6 million compared to $290.4 million in the first quarter of 2021. Niche industrial net sales increased 21% in the first quarter of 2022 to $178.9 million compared to $147.6 million in the first quarter of 2021.
Net income for the first quarter of 2022 was $29.7 million, up 35% compared to net income of $22.0 million in the first quarter of 2021. The increase was primarily due to the strong performance across our branded consumer and niche industrial businesses on a combined basis.
Adjusted Earnings (see “Note Regarding Use of Non-GAAP Financial Measures” below) for the first quarter of 2022 was $36.0 million, up 38% compared to $26.2 million in the first quarter of 2021. CODI's weighted average number of shares outstanding for the quarter ended March 31, 2022, was 69.4 million and for the quarter ended March 31, 2021, was 64.9 million.
Income from continuing operations for the first quarter of 2022 was $18.4 million, up 40% compared to income from continuing operations of $13.1 million in the first quarter of 2021. The increase was primarily due to the strong performance across our branded consumer and niche industrial businesses on a combined basis.
Adjusted EBITDA (see "Note Regarding Use of Non-GAAP Financial Measures" below) in the first quarter of 2022 was $97.6 million, up 29% compared to $75.5 million in the first quarter of 2021.
Liquidity and Capital Resources
As of March 31, 2022, CODI had approximately $97.3 million in cash and cash equivalents, no borrowings outstanding on its revolver, $1.0 billion outstanding in 5.250% Senior Notes due 2029 and $300 million outstanding in 5.000% Senior Notes due 2032.
The Company has no significant debt maturities until 2029 and had net borrowing availability of $599 million on March 31, 2022, under its revolving credit facility.
First Quarter 2022 Distributions
On April 1, 2022, 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 28, 2022, to all holders of record of common shares as of April 21, 2022.
The Board also declared a quarterly cash distribution of $0.453125 per share on the Company’s 7.250% Series A Preferred Shares (the “Series A Preferred Shares”). The distribution on the Series A Preferred Shares covers the period from, and including, January 30, 2022, up to, but excluding, April 30, 2022. The distribution for such period was payable on April 30, 2022, to all holders of record of Series A Preferred Shares as of April 15, 2022. The payment occurred on May 2, 2022, the next business day following the payment date.
The Board also declared a quarterly cash distribution of $0.4921875 per share on the Company’s 7.875% Series B Preferred Shares (the “Series B Preferred Shares”). The distribution on the Series B Preferred Shares covers the period from, and including, January 30, 2022, up to, but excluding, April 30, 2022. The distribution for such period was payable on April 30, 2022, to all holders of record of Series B Preferred Shares as of April 15, 2022. The payment occurred on May 2, 2022, the next business day following the payment date.



The Board also declared a quarterly cash distribution of $0.4921875 per share on the Company’s 7.875% Series C Preferred Shares (the “Series C Preferred Shares”). The distribution on the Series C Preferred Shares covers the period from, and including, January 30, 2022, up to, but excluding, April 30, 2022. The distribution for such period was payable on April 30, 2022, to all holders of record of Series C Preferred Shares as of April 15, 2022. The payment occurred on May 2, 2022, the next business day following the payment date.
CODI’s common and preferred cash distributions should generally constitute “qualified dividends” for U.S. federal income tax purposes to the extent paid from “earnings and profits” (as determined under U.S. federal income tax principles), provided that the requisite holding period is met. To the extent that the amount of the cash distributions exceeds earnings and profits, such distribution will first be treated as a non-taxable return of capital to the extent of the holder’s adjusted tax basis in the shares, and thereafter be treated as capital gain from the sale or exchange of such shares. In addition, shareholders subject to tax rules regarding “unrelated business taxable income” (or “UBTI”) will no longer be allocated UBTI from the Trust allowing ownership by certain retirement accounts that previously created tax implications.
Increased 2022 Outlook
As a result of the strong financial performance in the first quarter, as well as the expectations for the remainder of 2022, the Company is raising its guidance and expects its current subsidiaries, including Advanced Circuits, to produce consolidated Adjusted EBITDA the full calendar year of 2022 of between $410 million and $430 million. This estimate is based on the summation of our expectations for our current subsidiaries in 2022, absent additional acquisitions or divestitures, and excludes corporate expenses such as interest expense, management fees and corporate overhead. In addition, the Company expects to earn between $120 million and $135 million in Adjusted Earnings for the full year of 2022, excluding Advanced Circuits subsidiary results as this business has been classified as held for sale and is presented as discontinued operations.
Conference Call
Management will host a conference call on Thursday, May 5, 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 (833) 900-1532 and the dial-in number for international callers is (236) 712-2273. The Conference ID is 5477725. 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 Monday, December 5, 2022. To access the replay, please dial (800) 585-8367 in the U.S. and (416) 621-4642 outside the U.S.
Note Regarding Use of Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted Earnings are non-GAAP measures used by the Company to assess its performance. We have reconciled Adjusted EBITDA to Income (Loss) from Continuing Operations and Adjusted Earnings to Net Income (Loss) on the attached schedules. We consider Income (Loss) from Continuing Operations to be the most directly comparable GAAP financial measure to Adjusted EBITDA and Net Income (Loss) to be the most directly comparable GAAP financial measure to Adjusted Earnings. We believe that Adjusted EBITDA and Adjusted Earnings provides useful information to investors and reflects important financial measures as it excludes the effects of items which reflect the impact of long-term investment decisions, rather than the performance of near-term operations. When compared to Net Income (Loss) and Income (Loss) from Continuing Operations, Adjusted Earnings and Adjusted EBITDA, respectively, are each limited in that they do not reflect the periodic costs of certain capital assets used in generating revenues of our businesses or the non-cash charges associated with impairments, as well as certain cash charges. The presentation of Adjusted EBITDA allows investors to view the performance of our businesses in a manner similar to the methods used by us and the management of our businesses, provides additional insight into our operating results and provides a measure for evaluating targeted businesses for acquisition. The presentation of Adjusted Earnings provides insight into our operating results and provides a measure for evaluating earnings from continuing operations available to common



shareholders. We believe Adjusted EBITDA and Adjusted Earnings are also useful in measuring our ability to service debt and other payment obligations.
Pro forma net sales is defined as net sales including the historical net sales relating to the pre-acquisition periods of Lugano, assuming that the Company acquired Lugano on January 1, 2021. We have reconciled pro forma net sales to net sales, the most directly comparable GAAP financial measure, on the attached schedules. We believe that pro forma net sales is useful information for investors as it provides a better understanding of sales performance, and relative changes thereto, on a comparable basis. Pro forma net sales is not necessarily indicative of what the actual results would have been if the acquisition had in fact occurred on the date or for the periods indicated nor does it purport to project net sales for any future periods or as of any date.
In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, we have not reconciled 2022 Adjusted EBITDA or 2022 Adjusted Earnings to their comparable GAAP measure because we do not provide guidance on Net Income (Loss) from Continuing Operations or Net Income (Loss) or the applicable reconciling items as a result of the uncertainty regarding, and the potential variability of, these items. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.
Adjusted EBITDA, Adjusted Earnings and pro forma net sales are not meant to be a substitute for GAAP measures and may be different from or otherwise inconsistent with non-GAAP financial measures used by other companies.
About Compass Diversified (“CODI”)
Since its founding in 1998, CODI has consistently executed on its strategy of owning and managing a diverse set of highly defensible, middle-market businesses across the niche industrial and branded consumer sectors. The Company leverages its permanent capital base, long-term disciplined approach, and actionable expertise to maintain controlling ownership interests in each of its subsidiaries, maximizing its ability to impact long-term cash flow generation and value creation. The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the Company and has consistently generated strong returns through its culture of transparency, alignment and accountability. For more information, please visit compassdiversified.com.
Forward Looking Statements
Certain statements in this press release may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements as to our future performance or liquidity, such as expectations regarding our results of operations and financial condition, our 2022 Adjusted EBITDA, our 2022 Adjusted Earnings, our pending acquisitions and divestitures, and other statements with regard to the future performance of CODI. We may use words such as “plans,” “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “seek,” “look,” and similar expressions to identify forward-looking statements. The forward-looking statements contained in this press release involve risks and uncertainties. Actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere in CODI’s annual report on Form 10-K and its quarterly reports on Form 10-Q. Other factors that could cause actual results to differ materially include: changes in the economy, financial markets and political environment; risks associated with possible disruption in CODI’s operations or the economy generally due to terrorism, natural disasters, social, civil and political unrest or the COVID-19 pandemic; future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); general considerations associated with the COVID-19 pandemic and its impact on the markets in which we operate; disruption in the global supply chain, labor shortages and high labor costs; our business prospects and the prospects of our subsidiaries; the impact of, and ability to successfully complete and integrate, acquisitions that we may



make; the 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:
Compass DiversifiedThe IGB Group
Chris GasiewskiLeon Berman
203.635.8320212.477.8438
irinquiry@CompassDiversified.comlberman@igbir.com
Cody Slach
Gateway Group
949.574.3860
CODI@gatewayir.com





Compass Diversified Holdings
Condensed Consolidated Balance Sheets
March 31, 2022December 31, 2021
(in thousands)(Unaudited)
Assets
Current assets
Cash and cash equivalents
$97,345 $157,125 
Accounts receivable, net
265,287 268,262 
Inventories, net617,159 562,084 
Prepaid expenses and other current assets
69,108 56,575 
Current assets held-for-sale102,293 99,423 
Total current assets
1,151,192 1,143,469 
Property, plant and equipment, net179,177 178,393 
Goodwill and intangible assets, net1,670,519 1,688,082 
Other non-current assets136,641 134,317 
Total assets$3,137,529 $3,144,261 
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses
$270,318 $295,206 
Due to related party
13,099 11,705 
Other current liabilities
41,942 45,490 
Current liabilities held-for-sale30,905 29,127 
Total current liabilities
356,264 381,528 
Deferred income taxes82,858 84,344 
Long-term debt1,285,304 1,284,826 
Other non-current liabilities109,675 109,033 
Total liabilities
1,834,101 1,859,731 
Stockholders' equity
Total stockholders' equity attributable to Holdings1,133,142 1,111,816 
Noncontrolling interest 171,735 175,328 
Noncontrolling interest held-for-sale(1,449)(2,614)
Total stockholders' equity
1,303,428 1,284,530 
Total liabilities and stockholders’ equity$3,137,529 $3,144,261 





Compass Diversified Holdings
Consolidated Statements of Operations
(Unaudited)
Three months ended March 31,
(in thousands, except per share data)20222021
Net sales$510,513 $408,556 
Cost of sales309,698 240,008 
Gross profit200,815 168,548 
Operating expenses:
Selling, general and administrative expense120,672 104,052 
Management fees14,436 10,798 
Amortization expense21,105 18,589 
Operating income 44,602 35,109 
Other income (expense):
Interest expense, net(17,419)(13,805)
Amortization of debt issuance costs(866)(686)
Other income (expense), net2,036 (2,228)
Net income from continuing operations before income taxes28,353 18,390 
Provision for income taxes9,976 5,308 
Income from continuing operations18,377 13,082 
Income from discontinued operations, net of income tax5,370 8,914 
Gain on sale of discontinued operations5,993 — 
Net income 29,740 21,996 
Less: Net income from continuing operations attributable to noncontrolling interest4,937 1,903 
Less: Net income from discontinued operations attributable to noncontrolling interest1,041 1,099 
Net income attributable to Holdings$23,762 $18,994 
Basic income (loss) per common share attributable to Holdings
Continuing operations$0.00 $(0.10)
Discontinued operations0.14 0.11 
$0.14 $0.01 
Basic weighted average number of common shares outstanding69,375 64,900 
Cash distributions declared per Trust common share$0.25 $0.36 








Compass Diversified Holdings
Net Income to Non-GAAP Adjusted Earnings and Non-GAAP Adjusted EBITDA
(Unaudited)


Three months ended March 31,
(in thousands)20222021
Net income $29,740 $21,996 
Gain on sale of discontinued operations5,993 — 
Income from discontinued operations, net of tax5,370 8,914 
Income from continuing operations$18,377 $13,082 
Less: income from continuing operations attributable to noncontrolling interest4,937 1,903 
Net income attributable to Holdings - continuing operations$13,440 $11,179 
Adjustments:
Distributions paid - Preferred Shares(6,045)(6,045)
Amortization expense - intangibles and inventory step up23,366 18,589 
Stock compensation2,681 2,640 
Acquisition expenses216 299 
Integration Services Fee563 1,600 
 Other1,802 (2,101)
Adjusted Earnings$36,023 $26,161 
Plus (less):
Depreciation9,927 8,557 
Income taxes9,976 5,308 
Interest expense, net17,419 13,805 
Amortization of debt issuance866 686 
Management fees14,436 10,798 
Noncontrolling interest4,937 1,903 
Preferred distributions6,045 6,045 
Other expense (income)(2,036)2,228 
Adjusted EBITDA$97,593 $75,491 





Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three months ended March 31, 2022
(Unaudited)

Corporate5.11BOAErgoLuganoMarucci SportsVelocity OutdoorAltor SolutionsArnoldSternoConsolidated
Income (loss) from continuing operations (1)
$(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, net17,368 26 (5)17 — — 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 expense336 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 (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 
Management fees12,935 250 250 125 188 125 125 188 125 125 14,436 
Adjusted EBITDA (2)
$(3,617)$11,977 $24,951 $2,258 $16,766 $14,240 $6,639 $10,434 $5,609 $8,336 $97,593 
(1) Income (loss) from continuing operations does not include income from discontinued operations for the three months ended March 31, 2022.
(2) As a result of the classification of ACI as Held for Sale at March 31, 2022, Adjusted EBITDA for the three months ended March 31, 2022 does not include $7.3 million in Adjusted EBITDA from ACI.







Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three months ended March 31, 2021
(Unaudited)
Corporate5.11BOAErgoMarucci SportsVelocity OutdoorAltor SolutionsArnoldSternoConsolidated
Income (loss) from continuing operations (1)
$(11,407)$1,999 $5,544 $1,043 7,528 $5,225 $2,215 $958 $(23)$13,082 
Adjusted for:
Provision (benefit) for income taxes— 768 (707)347 2,398 1,506 935 536 (475)5,308 
Interest expense, net13,759 — — — 44 — — — 13,805 
Intercompany interest(16,131)2,984 2,286 566 552 1,818 1,738 1,462 4,725 — 
Depreciation and amortization206 5,455 4,967 2,225 2,169 3,128 2,623 1,761 5,298 27,832 
EBITDA(13,573)11,206 12,090 4,181 12,649 11,721 7,511 4,717 9,525 60,027 
Other (income) expense120 (12)55 — (2)2,386 (264)— (55)2,228 
Non-controlling shareholder compensation— 628 560 404 275 262 257 — 254 2,640 
Acquisition expenses— — — — — — — 299 — 299 
Integration services fees— — 1,100 — 500 — — — — 1,600 
Other199 — — — (2,300)— — — (2,101)
Management fees9,485 250 250 125 125 125 188 125 125 10,798 
Adjusted EBITDA (2)
$(3,769)$12,072 $14,055 $4,710 $13,547 $12,194 $7,692 $5,141 $9,849 $75,491 
(1) Income (loss) from continuing operations does not include income from discontinued operations for the three months ended March 31, 2021.
(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 three months ended March 31, 2021 does not include $6.2 million in Adjusted EBITDA from Liberty and $6.3 million in Adjusted EBITDA from ACI.



Compass Diversified Holdings
Non-GAAP Adjusted EBITDA
(Unaudited)
Three months ended March 31,
(in thousands)20222021
Branded Consumer
5.11 $11,977 $12,072 
BOA 24,951 14,055 
Ergobaby2,258 4,710 
Lugano (1)
16,766 — 
Marucci Sports
14,240 13,547 
Velocity Outdoor 6,639 12,194 
Total Branded Consumer$76,831 $56,578 
Niche Industrial
Altor Solutions$10,434 $7,692 
Arnold Magnetics5,609 5,141 
Sterno 8,336 9,849 
Total Niche Industrial$24,379 $22,682 
Corporate expense
(3,617)(3,769)
Total Adjusted EBITDA$97,593 $75,491 

(1)The above results for Lugano do not include management's estimate of Adjusted EBITDA, before our ownership, of $11.4 million for the three months ended March 31, 2021. Lugano was acquired on September 3, 2021.





Compass Diversified Holdings
Net Sales to Pro Forma Net Sales Reconciliation
(unaudited)
Three months ended March 31,
(in thousands)20222021
Net Sales$510,513 $408,556 
Acquisitions (1)
— 29,439 
Pro Forma Net Sales$510,513 $437,995 
(1) Acquisitions reflects the net sales for Lugano on a pro forma basis as if we had acquired this business on January 1, 2021.


Compass Diversified Holdings
Subsidiary Pro Forma Net Sales
(unaudited)
Three months ended March 31,
(in thousands)20222021
Branded Consumer
5.11 $104,023 $99,877 
BOA 56,810 36,452 
Ergobaby20,210 22,328 
Lugano (1)
47,019 29,439 
Marucci Sports 52,092 36,648 
Velocity Outdoor 51,446 65,632 
Total Branded Consumer$331,600 $290,376 
Niche Industrial
Altor Solutions$63,828 $37,820 
Arnold Magnetics38,165 32,485 
Sterno 76,920 77,314 
Total Niche Industrial$178,913 $147,619 
Total Subsidiary Net Sales$510,513 $437,995 
(1) Net sales for Lugano are pro forma as if we had acquired this business on January 1, 2021.




Compass Diversified Holdings
Condensed Consolidated Cash Flows
(unaudited)



Three months ended March 31,
(in thousands)20222021
Net cash provided by (used in) operating activities$(33,529)$36,390 
Net cash used in investing activities(8,292)(42,267)
Net cash used in financing activities(14,452)(1,493)
Foreign currency impact on cash(259)(182)
Net decrease in cash and cash equivalents(56,532)(7,552)
Cash and cash equivalents - beginning of the period (1)
160,733 70,744 
Cash and cash equivalents - end of the period (2)
$104,201 $63,192 


(1) Includes cash from discontinued operations of $3.6 million at January 1, 2022 and $10.7 million at January 1, 2021.
(2) Includes cash from discontinued operations of $6.9 million at March 31, 2022 and $7.6 million at March 31, 2021.


Compass Diversified Holding
Selected Financial Data - Cash Flows
(unaudited)
Three months ended March 31,
(in thousands)20222021
Changes in operating assets and liabilities$(95,717)$(25,559)
Purchases of property and equipment$(10,391)$(7,303)
Distributions paid - common shares$(17,352)$(23,364)
Distributions paid - preferred shares$(6,045)$(6,045)