EX-99.2 3 ex992marucciproformafs.htm EX-99.2 Document
Exhibit 99.2
                                                

Compass Diversified Holdings
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Compass Group Diversified Holdings LLC (the “LLC”) and Compass Diversified Holdings (“Holdings” and, together with the LLC, collectively the "Company,") acquires and manages small to middle market businesses in the ordinary course of its business. On November 1, 2023, the LLC, solely in its capacity as the representative (the “Equityholders’ Representative”) of the holders (the “Equityholders”) of stock and options of Wheelhouse Holdings Inc. (“Wheelhouse”), a majority owned subsidiary of the LLC, entered into a definitive Agreement and Plan of Merger (the “Agreement”) with Fox Factory, Inc. (“Purchaser”), Marucci Merger Sub, Inc. (“Merger Sub”) and Wheelhouse, to sell to Purchaser all of the issued and outstanding securities of Wheelhouse, the parent company of the operating entity, Marucci Sports, LLC, through a merger of Merger Sub with and into Wheelhouse, with Wheelhouse surviving the merger and becoming a wholly owned subsidiary of Purchaser (the “Merger”). On November 14, 2023, the parties completed the Merger pursuant to the Agreement.
The following unaudited pro forma condensed consolidated financial information is based on the historical consolidated financial statements of the Company including certain pro forma adjustments and has been prepared to illustrate the effect on the historical condensed consolidated financial statements of the Company of the sale of Wheelhouse (the “Marucci Disposition”) for a total enterprise value of $572 million, and estimated net proceeds of approximately $482.8 million at closing which include repayment of $87.3 million in intercompany loans from Wheelhouse. The sale of Wheelhouse is further described in Item 2.01 of this Current Report on Form 8-K.
The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2023 and the years ended December 31, 2022, 2021 and 2020, give effect to the Marucci Disposition as if it had occurred as of the beginning of the earliest period presented. The unaudited pro forma condensed consolidated balance sheet gives effect to the pro forma adjustments necessary to reflect the Marucci Disposition as if it occurred on September 30, 2023.
The “as reported” financial information for both Compass Diversified Holdings and Marucci are derived from the audited financial statements of the Company for the years ended December 31, 2022, 2021 and 2020 as filed on Form 10-K and the unaudited financial statements of the Company as of September 30, 2023 and for the nine months ended September 30, 2023, as filed on Form 10-Q.
The "as adjusted" financial information for the three years ended December 31, 2022, 2021 and 2020 reflect the audited financial statements of the Company for the years ended December 31, 2022, 2021 and 2020, less the disposition of Compass AC Holdings, Inc. ("Advanced Circuits") which was sold on February 14, 2023. Advanced Circuits is presented as discontinued operations in the unaudited condensed consolidated statement of operations for the nine months ended September 30, 2023 and the unaudited condensed consolidated balance sheet as of September 30, 2023.
The unaudited pro forma financial information is prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma financial information is for informational purposes only and does not purport to present what our results would actually have been had the Marucci Disposition actually occurred on the dates presented or to project our results of operations or financial position for any future period. This financial information may not be predictive of the future results of operations or financial condition of the Company, as the Company's future results of operation and financial condition may differ significantly from the proforma amounts reflected herein due to a variety of factors.
The pro forma adjustments are described in the accompanying notes and are based upon information and assumptions available at the time of the filing of this Current Report on Form 8-K. This unaudited pro forma condensed consolidated financial information should be read in conjunction with the consolidated financial statements, including the notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our annual report on Form 10-K for the year ended December 31, 2022 and the condensed consolidated financial statements, and notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our quarterly report on Form 10-Q for the quarterly period ended September 30, 2023.


Exhibit 99.2
The pro forma adjustments to the statements of operations for all periods presented do not include the following:
  The non-recurring gain on the Marucci Disposition. The gain will be included in the Company’s results for the year ended December 31, 2023, and,
  
Certain non-recurring transaction costs on closing of the sale estimated to be approximately $9.6 million.

 



Compass Diversified Holdings
Condensed Consolidated Pro Forma Balance Sheet
at September 30, 2023
(unaudited)

Marucci Disposition
(in thousands)Compass Diversified Holdings as ReportedLess: Marucci as ReportedMarucci Pro Forma AdjustmentsPro Forma Consolidated Compass Diversified Holdings
Assets
Current assets:
Cash and cash equivalents$64,737 $(180)$170,800 (1a)$235,357 
Accounts receivable, net349,839 (29,018)— 320,821 
Inventories801,887 (39,704)— 762,183 
Prepaid expenses and other current assets98,974 (2,057)— 96,917 
Total current assets
1,315,437 (70,959)170,800 1,415,278 
Property, plant and equipment, net203,512 (17,126)— 186,386 
Goodwill1,041,469 (83,833)— 957,636 
Intangible assets, net1,069,995 (124,539)— 945,456 
Other non-current assets180,399 (4,010)— 176,389 
Total assets$3,810,812 $(300,467)$170,800 $3,681,145 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$100,226 $(8,596)$— $91,630 
Accrued expenses191,068 (13,963)38,900 (1b)216,005 
Due to related party17,230 — — 17,230 
Current portion, long-term debt10,000 — — 10,000 
Other current liabilities35,795 (1,816)— 33,979 
Total current liabilities
354,319 (24,375)38,900 368,844 
Deferred income taxes133,118 (3,930)— 129,188 
Long-term debt1,775,776 — (312,000)(1c)1,463,776 
Other non-current liabilities157,850 (1,573)— 156,277 
Total liabilities2,421,063 (29,878)(273,100)2,118,085 
Stockholders’ equity— 
Stockholders’ equity 1,139,580 — 200,300 (1b)1,339,880 
Noncontrolling interest250,169 (26,989)223,180 
Total stockholders’ equity1,389,749 (26,989)200,300 1,563,060 
Total liabilities and stockholders’ equity$3,810,812 $(56,867)$(72,800)$3,681,145 




Compass Diversified Holdings
Condensed Consolidated Pro Forma Statement of Operations
for the nine months ended September 30, 2023
(unaudited)

Marucci Disposition
(in thousands, except per share data)Compass Diversified Holdings as ReportedLess: Marucci as ReportedMarucci Pro Forma AdjustmentsPro Forma Consolidated Compass Diversified Holdings
Net sales$1,635,952 $144,065 $— $1,491,887 
Cost of sales907,013 62,142 — 844,871 
Gross profit728,939 81,923 — 647,016 
Operating expenses:
Selling, general and administrative expense442,345 45,382 — 396,963 
Management fees51,911 — (1,929)(1d)49,982 
Amortization expense79,708 7,802 — 71,906 
Impairment expense32,568 — 32,568 
Operating income122,407 28,739 1,929 95,597 
Other income (expense):
Interest expense, net(80,355)(2)17,331 (1e)(63,022)
Amortization of debt issuance costs(3,034)— — (3,034)
Other expense, net2,069 (31)— 2,100 
Income from continuing operations before income taxes41,087 28,706 19,260 31,641 
Provision for income taxes20,227 5,150 — 15,077 
Income from continuing operations20,860 23,556 19,260 16,564 
Less: Net income from continuing operations attributable to noncontrolling interest14,892 1,502 — 13,390 
Net income from continuing operations attributable to Holdings$5,968 $22,054 $19,260 $3,174 
Earnings per share - Basic and Fully Diluted
Net income from continuing operations attributable to Holdings$5,968 $3,174 
Less: Distributions paid - Allocation Interests26,475 26,475 
Less: Distributions paid - Preferred Shares18,136 18,136 
Less: Accrued Distributions - Preferred Shares2,869 2,869 
Less: Effect of contribution based profit - Holding Event11,609 (2,084)(1f)9,525 
Net loss from continuing operations attributable to common shares of Holdings $(53,121)$(53,831)
Basic and diluted weighted average shares outstanding71,996 71,996 
Basic and fully diluted loss per share attributable to Holdings - continuing operations$(0.74)$(0.75)




Compass Diversified Holdings
Condensed Consolidated Pro Forma Statement of Operations
for the year ended December 31, 2022
(unaudited)
Marucci Disposition
(in thousands, except per share data)Compass Diversified Holdings as ReportedLess: Advanced Circuits as ReportedCompass Diversified Holdings as AdjustedLess: Marucci as ReportedMarucci Pro Forma AdjustmentsPro Forma Consolidated Compass Diversified Holdings
Net sales$2,264,044 $(89,503)$2,174,541 $(165,411)$— $2,009,130 
Cost of sales1,356,300 (48,439)1,307,861 (81,783)— 1,226,078 
Gross profit907,744 (41,064)866,680 (83,628)— 783,052 
Operating expenses:
Selling, general and administrative expense
553,637 (16,934)536,703 (52,334)— 484,369 
Management fees
63,604 (500)63,104 — (3,151)(1d)59,953 
Amortization expense
94,383 (13)94,370 (9,681)— 84,689 
Impairment expense20,552 — 20,552 — — 20,552 
Operating income175,568 (23,617)151,951 (21,613)3,151 133,489 
Other income (expense):
Interest expense, net
(83,506)— (83,506)14 22,837 (1e)(60,655)
Amortization of debt issuance costs
(3,740)— (3,740)— — (3,740)
Loss on debt extinguishment(534)— (534)— — (534)
Other income (expense), net
(714)268 (446)(1,875)— (2,321)
Income from continuing operations before income taxes87,074 (23,349)63,725 (23,474)25,988 66,239 
Provision for income taxes
45,029 (3,616)41,413 (4,320)— 37,093 
Income from continuing operations42,045 (19,733)22,312 (19,154)25,988 29,146 
Less: Income from continuing operations attributable to noncontrolling interest
15,051 (3,651)11,400 (1,033)— 10,367 
Net income from continuing operations attributable to Holdings$26,994 $(16,082)$20,305 $(18,121)$25,988 $18,779 
Earnings per share - Basic and Fully Diluted
Net income from continuing operations attributable to Holdings$26,994 $18,779 
Less: Distributions paid - Preferred Shares24,181 24,181 
Less: Accrued Distributions - Preferred Shares2,869 2,869 
Less: Effect of contribution based profit - Holding Event16,137 (2,219)(886)(1f)13,032 
Net loss from continuing operations attributable to common shares of Holdings $(16,193)$(21,303)
Basic and diluted weighted average shares outstanding70,715 70,715 
Basic and fully diluted loss per share attributable to Holdings - continuing operations$(0.23)$(0.30)



Compass Diversified Holdings
Condensed Consolidated Pro Forma Statement of Operations
for the year ended December 31, 2021
(unaudited)
Marucci Disposition
(in thousands, except per share data)Compass Diversified Holdings as ReportedLess: Advanced CircuitsCompass Diversified Holdings as AdjustedLess: Marucci as ReportedMarucci Pro Forma AdjustmentsPro Forma Consolidated Compass Diversified Holdings
Net sales$1,932,155 $(90,487)$1,841,668 $(118,166)$— $1,723,502 
Cost of sales1,165,149 (49,438)1,115,711 (53,789)— 1,061,922 
Gross profit767,006 (41,049)725,957 (64,377)— 661,580 
Operating expenses:
Selling, general and administrative expense474,481 (15,278)459,203 (40,825)— 418,378 
Management fees47,443 (500)46,943 — 4,546 (1d)51,489 
Amortization expense80,347 (39)80,308 (6,633)— 73,675 
Operating income164,735 (25,232)139,503 (16,919)(4,546)118,038 
Other income (expense):
Interest expense, net(58,839)— (58,839)— (1e)(58,834)
Amortization of debt issuance costs(2,979)— (2,979)— (2,979)
Loss on sale of investment(33,305)— (33,305)— — (33,305)
Other income, net(1,482)299 (1,183)(119)— (1,302)
Income from continuing operations before income taxes68,130 (24,933)43,197 (17,033)(4,546)21,618 
Provision for income taxes21,756 (3,419)18,337 (3,070)— 15,267 
Income from continuing operations46,374 (21,514)24,860 (13,963)(4,546)6,351 
Less: Income from continuing operations attributable to noncontrolling interest11,735 (3,995)7,740 (802)— 6,938 
Net income (loss) from continuing operations attributable to Holdings$34,639 $(17,519)$17,120 $(13,161)$(4,546)$(587)
Earnings per share - Basic and Fully Diluted
Net income (loss) from continuing operations attributable to Holdings$34,639 $(587)
Less: Distributions paid - Allocation Interests24,181 24,181 
Less: Distributions paid - Preferred Shares34,058 34,058 
Less: Accrued Distributions - Preferred Shares2,869 2,869 
Less: Effect of contribution based profit - Holding Event5,361 (13)(1f)5,348 
Net loss from continuing operations attributable to common shares of Holdings $(31,830)$(67,043)
Basic and diluted weighted average shares outstanding65,362 65,362 
Basic and fully diluted loss per share attributable to Holdings - continuing operations$(0.50)$(1.03)



Compass Diversified Holdings
Condensed Consolidated Pro Forma Statement of Operations
for the year ended December 31, 2020
(unaudited)
Marucci Disposition
(in thousands, except per share data)Compass Diversified Holdings as ReportedLess: Advanced CircuitsCompass Diversified Holdings as Adjusted Less: Marucci as ReportedMarucci Pro Forma AdjustmentsPro Forma Consolidated Compass Diversified Holdings
Net sales$1,447,642 $(88,075)$1,359,567 $(43,442)$— $1,316,125 
Cost of sales913,839 (49,237)864,602 (22,098)— 842,504 
Gross profit533,803 (38,838)494,965 (21,344)— 473,621 
Operating expenses:
Selling, general and administrative expense359,612 (15,194)344,418 (20,578)— 323,840 
Management fees34,249 (500)33,749 — (437)(1d)33,312 
Amortization expense61,935 (253)61,682 (4,691)— 56,991 
Operating income78,007 (22,891)55,116 3,925 437 59,478 
Other income (expense):
Interest expense, net(45,768)— (45,768)4,315 (1e)(41,446)
Amortization of debt issuance costs(2,454)— (2,454)— — (2,454)
Other income, net(2,613)154 (2,459)(42)— (2,501)
Income from continuing operations before income taxes27,172 (22,737)4,435 3,890 4,752 13,077 
Provision for income taxes13,606 (3,431)10,175 1,390 — 11,565 
Income (loss) from continuing operations13,566 (19,306)(5,740)2,500 4,752 1,512 
Less: Income (loss) from continuing operations attributable to noncontrolling interest3,546 (4,026)(480)375 — (105)
Net income from continuing operations attributable to Holdings$10,020 $(15,280)$(5,260)$2,125 $4,752 $1,617 
Earnings per share - Basic and Fully Diluted
Net income from continuing operations attributable to Holdings$10,020 $1,617 
Less: Distributions paid - Allocation Interests9,087 9,087 
Less: Distributions paid - Preferred Shares23,678 23,678 
Less: Accrued Distributions - Preferred Shares2,869 2,869 
Less: Effect of contribution based profit - Holding Event7,070 (2,096)— (1f)4,974 
Net loss from continuing operations attributable to common shares of Holdings $(32,684)$(38,991)
Basic and diluted weighted average shares outstanding63,151 63,151 
Basic and fully diluted loss per share attributable to Holdings - continuing operations$(0.51)$(0.62)



Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)

Pro forma information is intended to reflect the impact of the Marucci Disposition on the Company's historical financial position and results of operations, as adjusted for the disposition of Advanced Circuits, which occurred in February 2023, through adjustments that are directly attributable to the transaction, that are factually supportable and, with respect to the pro forma statements of operations, that are expected to have a continuing impact. In order to accomplish this, the Company eliminated the historical results of Marucci from the Company's historical financial position and results of operations, as adjusted for the disposition of Advanced Circuits. Marucci's historical operations, for the current and prior period, including the gain on sale, will be presented as discontinued operations for financial reporting purposes beginning with the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

The information in Note 1 provides a description of the pro forma adjustments from each line item in the pro forma condensed financial statements together with information explaining how the amounts were derived or calculated.

Note 1 - Pro Forma Adjustments
Balance Sheet
The following adjustments correspond to those included in the unaudited condensed consolidated pro forma balance sheet as of September 30, 2023:

    (1a) This adjustment reflects the cash proceeds from the Marucci Disposition, net of the assumed debt payoff as discussed in footnote (1c) below.

    (1b) This adjustment reflects the estimated gain on the Marucci Disposition as if the sale had occurred on September 30, 2023 and includes the estimated potential income tax effect. This gain may not be representative of what will actually be recorded during the year ended December 31, 2023, and the estimated tax effect has been calculated based on the sale of Marucci as a discrete item and does consider the effect of other income tax items during the current year.

    (1c) This adjustment represents the payoff of all debt outstanding under our revolving credit facility and the repayment of $200 million of our term debt that was outstanding at September 30, 2023 and December 31, 2022. The term debt was not outstanding at December 31, 2021 and 2020. The repayment of debt reflected in the pro forma financial statements is based on the amounts outstanding in the periods presented and may not be reflective of the amounts that will be repaid.

Statement of Operations
The following adjustments correspond to those included in the unaudited condensed consolidated pro forma statement of operations for the nine months ended September 30, 2023 and the years ended December 31, 2022, 2021 and 2020:

    (1d) This adjustment reflects the effect of the Marucci Disposition and repayment of the revolving credit facility and a partial repayment of the Company's term debt on the Management fee paid to our Manager during each of the periods presented, as applicable.

    (1e) This adjustment reflects the repayment of the revolving credit facility and a partial repayment of the Company's term debt during each of the periods presented, as applicable, using proceeds from the Marucci Disposition. The effect of paying off all revolver debt and a portion of the term debt in each of the periods presented, as applicable, was to reduce interest expense on the revolver debt for the periods presented and increase commitment (unused) fees associated with the revolver debt, and reduce interest expense on the term debt for the nine months ended September 30, 2023 and the year ended December 31, 2022. The term debt was issued in July 2022 and was not outstanding in the years ended December 2021 and 2020. Additionally, there was no amount outstanding under the revolving credit facility at December 31, 2021. Therefore, the year ended December 31, 2021 does not reflect a reduction in interest expense.




Earnings per Share
    (1f) The Company uses the two-class method to compute basic and fully diluted earnings per share. The two-class method requires companies to allocate participating securities that have rights to earnings that otherwise would have been available only to common shareholders as a separate class of securities in calculating earnings per share. The following is a summary of the effect of the Advanced Circuits Contribution Based Profit and the Marucci Contribution Based Profit from a Holding Event that is reflected as an adjustment to the calculation of earnings per share:
Nine months ended Years ended
September 30, 2023December 31, 2022December 31, 2021December 31, 2020
Less: Effect of contribution based profit - Advanced Circuits Holding EventN/a 2,219 — 2,096 
Less: Effect of contribution based profit - Marucci Holding Event2,084 886 13 —