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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2022
COMPASS DIVERSIFIED HOLDINGS
(Exact name of registrant as specified in its charter)
Delaware 001-34927 57-6218917
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (I.R.S. Employer
Identification No.)
COMPASS GROUP DIVERSIFIED HOLDINGS LLC
(Exact name of registrant as specified in its charter)
Delaware 001-34926 20-3812051
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (I.R.S. Employer
Identification No.)
301 Riverside Avenue, Second Floor, Westport, CT 06880
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (203221-1703
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Shares representing beneficial interests in Compass Diversified HoldingsCODINew York Stock Exchange
Series A Preferred Shares representing beneficial interests in Compass Diversified HoldingsCODI PR ANew York Stock Exchange
Series B Preferred Shares representing beneficial interests in Compass Diversified HoldingsCODI PR BNew York Stock Exchange
Series C Preferred Shares representing beneficial interests in Compass Diversified HoldingsCODI PR CNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Section 2     Financial Information
Item 2.02    Results of Operations and Financial Condition

    On November 3, 2022, Compass Diversified Holdings (NYSE: CODI) and Compass Group Diversified Holdings LLC (collectively “CODI”) issued a press release announcing its consolidated operating results for the three and nine months ended September 30, 2022. A copy of the press release is furnished within this report as Exhibit 99.1.

Section 7     Regulation FD
Item 7.01    Regulation FD Disclosure

    CODI has updated its investor presentation and will make it available on its website at ir.compassdiversified.com. CODI management uses this presentation from time to time when interacting with investors and analysts to discuss the operations and strategies of our businesses.

Section 9     Financial Statements and Exhibits
Item 9.01    Financial Statements and Exhibits
(d)    Exhibits.
Exhibit NumberDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 3, 2022COMPASS DIVERSIFIED HOLDINGS
By:/s/ Ryan J. Faulkingham
Ryan J. Faulkingham
Regular Trustee
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 3, 2022COMPASS GROUP DIVERSIFIED HOLDINGS LLC
By:/s/ Ryan J. Faulkingham
Ryan J. Faulkingham
Chief Financial Officer


Document

Exhibit 99.1
https://cdn.kscope.io/2bd2b5a042e53ba8abc44ec8ec764920-codilogo2020a02a.jpg

Compass Diversified Reports Record Third Quarter 2022 Financial Results
Net Sales Growth of 22% Drives Record Quarterly Results
Raises 2022 Outlook Given Continued Strong Performance

Westport, Conn., November 3, 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 September 30, 2022.
“Our third quarter results yet again demonstrate the quality of CODI’s subsidiary businesses, as we delivered another consecutive quarter of record financial performance,” said Elias Sabo, CEO of Compass Diversified. “Our subsidiaries on a combined basis continue to deliver excellent results despite inflationary pressures impacting consumer discretionary spending. End market demand for our core consumer products remains strong, and with many of our consumer businesses taking market share, we believe our businesses can outperform the general market and deliver strong financial results.”

Third Quarter 2022 Financial Highlights vs. Same Year-Ago Quarter (where applicable)
Net sales up 22% to $597.6 million, and up 15% on a pro forma basis.
Branded consumer net sales up 34% to $378.2 million, and up 21% on a pro forma basis.
Niche industrial net sales up 7% to $219.4 million.
Operating income up 16% to $48.7 million.
Net income down to $2.6 million vs. $90.2 million in the elevated year-ago period, primarily a result of the $72.7 million gain on the sale of Liberty Safe in August 2021.
Adjusted Earnings, a non-GAAP financial measure, up 28% to $46.0 million.
Adjusted EBITDA, a non-GAAP financial measure, up 27% to $98.3 million.
Paid a third quarter 2022 cash distribution of $0.25 per share on CODI's common shares in October 2022.

Third Quarter 2022 Business Highlights
Appointed Mr. Larry L. Enterline as Chairman of the Board of Directors effective July 2, 2022. Additionally, Ms. Teri R. Shaffer was appointed to the Board and designated as a member of the Board’s Audit Committee.
On July 12, 2022, CODI completed the acquisition of PrimaLoft Technologies Holdings, Inc., the parent company of PrimaLoft, Inc. ("PrimaLoft"), a leading provider of branded, high-performance synthetic insulation and materials used primarily in outerwear and accessories.



5.11 Tactical subsidiary announced the opening of its 100th retail store location, continuing the execution of expanding its retail footprint.
Third Quarter 2022 Financial Results
Net sales in the third quarter of 2022 were $597.6 million, up 22% compared to $488.2 million in the third quarter of 2021. The increase was due to strong performance at its branded consumer and niche industrial subsidiaries. On a pro forma basis, assuming CODI had acquired Lugano and PrimaLoft on January 1, 2021, net sales were up 15% compared to the prior year period.
Branded consumer net sales, pro forma for the Lugano and PrimaLoft acquisitions, increased 21% in the third quarter of 2022 to $380.5 million compared to $314.8 million in the third quarter of 2021. Niche industrial net sales increased 7% in the third quarter of 2022 to $219.4 million compared to $205.0 million in the third quarter of 2021.
Net income for the third quarter of 2022 decreased to $2.6 million compared to net income of $90.2 million in the third quarter of 2021. Income from continuing operations for the third quarter of 2022 decreased to $1.1 million compared to $18.7 million in the third quarter of 2021. The decreases in net income and income from continuing operations were a result of higher interest expense related to the funding of the acquisitions of PrimaLoft and Lugano and provisions for income tax primarily as a result of the reclassification of Advanced Circuits to continuing operations. Additionally, the Company’s net income in the year-ago period included a $72.7 million gain from the sale of Liberty Safe in August 2021. Operating income for the third quarter of 2022 increased 16% to $48.7 million compared to $41.9 million in the third quarter of 2021.
Adjusted Earnings (see “Note Regarding Use of Non-GAAP Financial Measures” below) for the third quarter of 2022 increased 28% to $46.0 million compared to $35.8 million in the third quarter of 2021. CODI's weighted average number of shares outstanding for the quarter ended September 30, 2022, was 71.9 million and, for the quarter ended September 30, 2021, was 64.9 million.
Adjusted EBITDA (see "Note Regarding Use of Non-GAAP Financial Measures" below) in the third quarter of 2022 was $98.3 million, up 27% compared to $77.6 million in the third quarter of 2021. The increase was primarily due to the strong performance across the branded consumer and niche industrial businesses on a combined basis and the impact of the PrimaLoft and Lugano acquisitions. The Company no longer adds back management fees in its calculation of Adjusted EBITDA. Management fees incurred during the third quarter were $16.7 million.
Liquidity and Capital Resources
As of September 30, 2022, CODI had approximately $61.3 million in cash and cash equivalents, $113 million outstanding on its revolver, $397.5 million outstanding in term loans, $1.0 billion outstanding in 5.250% Senior Notes due 2029 and $300 million outstanding in 5.000% Senior Notes due 2032.
As of September 30, 2022, the Company had no significant debt maturities until 2027 and had net borrowing availability of approximately $485 million under its revolving credit facility.
Third Quarter 2022 Distributions
On October 4, 2022, CODI's Board of Directors (the “Board”) declared a third quarter distribution of $0.25 per share on the Company's common shares. The cash distribution was paid on October 27, 2022, to all holders of record of common shares as of October 20, 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, July 30, 2022, up to, but excluding, October 30, 2022. The distribution for such period was payable on October 30, 2022, to all holders of record of Series A Preferred Shares as of October 15, 2022. The payment occurred on October 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 covers the period from, and including, July 30, 2022, up to, but excluding, October 30, 2022. The distribution for such period was payable on October 30, 2022 to all holders of record of Series B Preferred Shares as of October 15, 2022. The payment occurred on October 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 covers the period from, and including, July 30, 2022, up to, but excluding, October 30, 2022. The distribution for such period was payable on October 30, 2022 to all holders of record of Series C Preferred Shares as of October 15, 2022. The payment occurred on October 31, 2022, the next business day following the payment date.
Increases 2022 Outlook
As a result of CODI’s strong financial performance in the third quarter, its expectations for the remainder of 2022 and its current view of the economy, the Company is raising its outlook. CODI expects its current subsidiaries to produce consolidated subsidiary Adjusted EBITDA for the full year 2022 of between $460 million and $470 million. This estimate is based on the summation of the Company’s expectations for its current subsidiaries in 2022, absent additional acquisitions or divestitures, includes a reduction for management fees paid at the subsidiaries of approximately $7.5 million and excludes corporate expenses such as interest expense, management fees paid at CODI and corporate overhead. In addition, the Company expects to earn between $145 million and $155 million in Adjusted Earnings for the full year 2022.

Conference Call
Management will host a conference call on Thursday, November 3, 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 (888) 396-8049 and the dial-in number for international callers is (416) 764-8646. The Conference ID is 66435663. The conference call will also be available via a live listen-only webcast and can be accessed through the Investor Relations section of CODI's website. An online replay of the webcast will be available on the same website following the call. Please allow extra time prior to the call to visit the site and download any necessary software that may be needed to listen to the Internet broadcast. A replay of the call will be available through Thursday, November 10, 2022. To access the replay, please dial (877) 674-7070 in the U.S. and (416) 764-8692 outside the U.S.

Note Regarding Use of Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted Earnings are non-GAAP measures used by the Company to assess its performance. We have reconciled Adjusted EBITDA to Income (Loss) from Continuing Operations and Adjusted Earnings to Net Income (Loss) on the attached schedules. We consider Income (Loss) from Continuing Operations to be the most directly comparable GAAP



financial measure to Adjusted EBITDA and Net Income (Loss) to be the most directly comparable GAAP financial measure to Adjusted Earnings. We believe that Adjusted EBITDA and Adjusted Earnings provides useful information to investors and 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 and PrimaLoft, assuming that the Company acquired Lugano and PrimaLoft 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, branded consumer and healthcare sectors. The Company leverages its permanent capital base, long-term disciplined approach, and actionable expertise to maintain controlling ownership interests in each of its subsidiaries, maximizing its ability to impact long-term cash flow generation and value creation. The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the Company and has consistently generated strong returns through its culture of transparency, alignment and accountability. For more information, please visit compassdiversified.com.




Forward Looking Statements
Certain statements in this press release may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements as to our future performance or liquidity, such as expectations regarding our results of operations and financial condition, our 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 ability to successfully complete divestitures when we’ve executed divestitures agreements; the dependence of our future success on the general economy and its impact on the industries in which we operate; the ability of our subsidiaries to achieve their objectives; the adequacy of our cash resources and working capital; the timing of cash flows, if any, from the operations of our subsidiaries; and other considerations that may be disclosed from time to time in CODI’s publicly disseminated documents and filings. Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the date on which they are made. Although, except as required by law, CODI undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that CODI may make directly to you or through reports that it in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K


Investor Relations:Media:
Compass DiversifiedThe IGB Group
irinquiry@CompassDiversified.comLeon Berman
212.477.8438
lberman@igbir.com
Cody Slach
Gateway Group
949.574.3860
CODI@gatewayir.com




Compass Diversified Holdings
Condensed Consolidated Balance Sheets
September 30, 2022December 31, 2021
(in thousands)(Unaudited)
Assets
Current assets
Cash and cash equivalents
$61,252 $160,733 
Accounts receivable, net
326,266 277,710 
Inventories, net725,902 565,743 
Prepaid expenses and other current assets
81,130 57,006 
Total current assets
1,194,550 1,061,192 
Property, plant and equipment, net193,749 186,477 
Goodwill1,194,251 882,083 
Intangible assets, net1,096,020 872,690 
Other non-current assets162,727 141,819 
Total assets$3,841,297 $3,144,261 
Liabilities and stockholders’ equity
Current liabilities
Accounts payable$100,511 $124,203 
Accrued expenses211,633 190,348 
Due to related party15,368 12,802 
Current portion, long-term debt10,000 — 
Other current liabilities39,378 34,269 
Total current liabilities
376,890 361,622 
Deferred income taxes153,202 97,763 
Long-term debt1,784,365 1,284,826 
Other non-current liabilities134,857 115,520 
Total liabilities
2,449,314 1,859,731 
Stockholders' equity
Total stockholders' equity attributable to Holdings1,171,565 1,111,816 
Noncontrolling interest 220,418 172,714 
Total stockholders' equity
1,391,983 1,284,530 
Total liabilities and stockholders’ equity$3,841,297 $3,144,261 





Compass Diversified Holdings
Consolidated Statements of Operations
(Unaudited)
Three months ended Nine months ended
September 30,September 30,
(in thousands, except per share data)2022202120222021
Net sales$597,607 $488,158 $1,669,123 $1,372,266 
Cost of sales358,291 296,027 996,210 818,307 
Gross profit239,316 192,131 672,913 553,959 
Operating expenses:
Selling, general and administrative expense148,700 118,818 403,428 337,815 
Management fees16,717 12,398 46,304 34,504 
Amortization expense25,152 19,056 67,191 56,502 
Operating income 48,747 41,859 155,990 125,138 
Other income (expense):
Interest expense, net(22,799)(13,855)(57,737)(42,607)
Amortization of debt issuance costs(1,004)(759)(2,735)(2,167)
Loss on debt extinguishment(534)— (534)(33,305)
Other income (expense), net(2,141)1,031 606 (1,906)
Net income from continuing operations before income taxes22,269 28,276 95,590 45,153 
Provision for income taxes21,163 9,556 39,201 24,662 
Income from continuing operations1,106 18,720 56,389 20,491 
Income (loss) from discontinued operations, net of income tax— (1,309)— 7,665 
Gain on sale of discontinued operations1,479 72,745 6,893 72,745 
Net income 2,585 90,156 63,282 100,901 
Less: Net income from continuing operations attributable to noncontrolling interest4,359 2,201 14,927 7,915 
Less: Net income (loss) from discontinued operations attributable to noncontrolling interest— (145)— 522 
Net income (loss) attributable to Holdings$(1,774)$88,100 $48,355 $92,464 
Amounts attributable to Holdings
Income (loss) from continuing operations(3,253)16,519 41,462 12,576 
Income (loss) from discontinued operations— (1,164)— 7,143 
Gain on sale of discontinued operations, net of income tax1,479 72,745 6,893 72,745 
Net income (loss) attributable to Holdings$(1,774)$88,100 $48,355 $92,464 
Basic income (loss) per common share attributable to Holdings
Continuing operations$(0.23)$(0.13)$0.10 $(0.46)
Discontinued operations0.02 1.10 0.10 1.23 
$(0.21)$0.97 $0.20 $0.77 
Basic weighted average number of common shares outstanding71,910 65,008 70,514 64,936 
Cash distributions declared per Trust common share$0.25 $1.24 $0.75 $1.96 







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


Three months endedNine months ended
September 30,September 30,
(in thousands)2022202120222021
Net income $2,585 $90,156 $63,282 $100,901 
Gain on sale of discontinued operations1,479 72,745 6,893 72,745 
Income (loss) from discontinued operations, net of tax— (1,309)— 7,665 
Income from continuing operations$1,106 $18,720 $56,389 $20,491 
Less: income from continuing operations attributable to noncontrolling interest4,359 2,201 14,927 7,915 
Net income (loss) attributable to Holdings - continuing operations$(3,253)$16,519 $41,462 $12,576 
Adjustments:
Distributions paid - Preferred Shares(6,045)(6,045)(18,136)(18,136)
Amortization expense - intangibles and inventory step up26,241 19,056 72,092 56,502 
Loss on debt extinguishment534 — 534 33,305 
Stock compensation3,242 2,892 8,851 8,496 
Acquisition expenses5,902 1,866 6,118 2,176 
Integration Services Fee1,625 1,100 2,750 4,300 
Held-for-sale tax impact - corporate16,457 — 12,119 — 
 Other1,287 460 4,116 (609)
Adjusted Earnings$45,990 $35,848 $129,906 $98,610 
Plus (less):
Depreciation11,284 10,372 32,589 28,896 
Income taxes21,163 9,556 39,201 24,662 
Held-for-sale tax impact - corporate(16,457)— (12,119)— 
Interest expense, net22,799 13,855 57,737 42,607 
Amortization of debt issuance1,004 759 2,735 2,167 
Noncontrolling interest4,359 2,201 14,927 7,915 
Preferred distributions6,045 6,045 18,136 18,136 
Other expense (income)2,139 (1,032)(606)1,906 
Adjusted EBITDA$98,326 $77,604 $282,506 $224,899 





Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three months ended September 30, 2022
(Unaudited)

Corporate5.11BOAErgoLuganoMarucci SportsPrimaLoftVelocity OutdoorACIAltor SolutionsArnoldSternoConsolidated
Income (loss) from continuing operations$(29,950)$5,905 $8,935 $(759)$8,095 $4,230 $(8,492)$4,679 $2,426 $2,765 $3,475 $(203)$1,106 
Adjusted for:
Provision (benefit) for income taxes16,457 1,906 1,776 (410)1,166 1,609 (3,570)1,416 671 805 537 (1,200)21,163 
Interest expense, net22,725 (7)— (4)70 — — — 22,799 
Intercompany interest(28,762)3,503 1,808 1,737 3,263 1,812 3,251 2,997 1,621 2,821 1,402 4,547 — 
Loss on debt extinguishment534 — — — — — — — — — — — 534 
Depreciation and amortization expense285 5,766 5,577 2,033 3,083 2,504 4,194 3,420 538 4,124 1,936 5,069 38,529 
EBITDA(18,711)17,082 18,089 2,601 15,610 10,158 (4,621)12,582 5,256 10,515 7,357 8,213 84,131 
Other (income) expense(73)709 403 — — (1)260 971 224 110 — (463)2,140 
Non-controlling shareholder compensation— 381 621 362 356 537 — 240 124 375 13 232 3,241 
Acquisition expenses— — — — — — 5,680 222 — — — — 5,902 
Integration services fee— — — — 562 — 1,063 — — — — — 1,625 
Other— — — — — — — — 853 — — 434 1,287 
Adjusted EBITDA
$(18,784)$18,172 $19,113 $2,963 $16,528 $10,694 $2,382 $14,015 $6,457 $11,000 $7,370 $8,416 $98,326 






Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three months ended September 30, 2021
(Unaudited)
Corporate5.11BOAErgoLuganoMarucci SportsVelocity OutdoorACIAltor SolutionsArnoldSternoConsolidated
Income (loss) from continuing operations$(10,553)$5,223 $4,256 $(531)$681 $2,235 $8,568 $3,821 $2,594 $2,245 $181 $18,720 
Adjusted for:
Provision (benefit) for income taxes— 1,830 700 329 304 631 2,334 1,093 1,336 1,058 (58)9,557 
Interest expense, net13,813 — — — 35 — — — 13,855 
Intercompany interest(17,717)2,960 1,958 441 548 697 1,902 1,792 1,657 1,313 4,449 — 
Depreciation and amortization243 5,868 5,149 2,050 70 2,155 3,161 557 3,206 2,005 5,722 30,186 
EBITDA(14,214)15,882 12,063 2,289 1,603 5,719 16,000 7,263 8,793 6,626 10,294 72,318 
Other (income) expense(433)(2)110 — 22 (11)(2)55 (267)(51)(453)(1,032)
Non-controlling shareholder compensation— 639 572 434 — 275 253 124 257 330 2,892 
Acquisition expenses39 — — — 1,827 — — — — — — 1,866 
Integration services fees— — 1,100 — — — — — — — — 1,100 
Other187 273 — — — — — — — — — 460 
Adjusted EBITDA(1)
$(14,421)$16,792 $13,845 $2,723 $3,452 $5,983 $16,251 $7,442 $8,783 $6,583 $10,171 $77,604 

(1) As a result of the sale of Liberty Safe in August 2021, Adjusted EBITDA for the three months ended September 30, 2021 does not include $0.2 million in Adjusted EBITDA from Liberty.




Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Nine months ended September 30, 2022
(Unaudited)
Corporate5.11BOAErgoLuganoMarucci SportsPrimaLoftVelocity OutdoorACIAltor SolutionsArnoldSternoConsolidated
Income (loss) from continuing operations$(51,431)$15,540 $37,122 $(634)$21,871 $8,374 $(8,492)$7,826 $9,510 $7,149 $7,217 $2,337 $56,389 
Adjusted for:
Provision (benefit) for income taxes12,119 4,999 6,819 432 5,863 2,821 (3,570)2,372 2,600 2,907 2,768 (929)39,201 
Interest expense, net57,559 12 (19)12 13 (4)142 — — 20 — 57,737 
Intercompany interest(71,727)9,501 5,634 4,000 7,841 4,649 3,251 6,987 4,851 7,844 3,947 13,222 — 
Loss on debt extinguishment534 — — — — — — — — — — — 534 
Depreciation and amortization expense862 16,804 16,345 6,061 8,385 9,558 4,194 9,981 1,634 12,254 6,065 15,272 107,415 
EBITDA(52,084)46,856 65,901 9,861 43,972 25,415 (4,621)27,308 18,595 30,154 20,017 29,902 261,276 
Other (income) expense(73)93 498 (1,829)260 1,154 251 219 — (1,185)(606)
Non-controlling shareholder compensation— 1,210 1,889 1,154 800 1,089 — 742 372 910 38 647 8,851 
Acquisition expenses— — — — — — 5,680 222 — 216 — — 6,118 
Integration services fee— — — — 1,688 — 1,063 — — — — — 2,751 
Other— — — 250 — 1,802 — — 853 — — 1,211 4,116 
Adjusted EBITDA
$(52,157)$48,159 $68,288 $11,269 $46,462 $26,477 $2,382 $29,426 $20,071 $31,499 $20,055 $30,575 $282,506 





Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Nine months ended September 30, 2021
(Unaudited)
Corporate5.11BOAErgoLuganoMarucci SportsVelocity OutdoorACIAltor SolutionsArnoldSternoConsolidated
Income (loss) from continuing operations$(64,717)$14,318 $16,908 $3,071 $681 $9,485 $19,157 10,366 $5,892 $3,839 $1,491 $20,491 
Adjusted for:
Provision (benefit) for income taxes— 4,857 2,165 1,357 304 2,920 5,381 2,547 2,867 2,062 202 24,662 
Interest expense, net42,464 — — — 125 — — — 42,607 
Intercompany interest(53,234)8,743 6,320 1,514 548 1,890 5,586 5,484 5,075 4,128 13,946 — 
Loss on debt extinguishment33,305 — — — — — — — — — — 33,305 
Depreciation and amortization642 16,762 15,033 6,377 70 6,377 9,489 1,658 9,022 5,822 16,313 87,565 
EBITDA(41,540)44,688 40,426 12,319 1,603 20,677 39,738 20,055 22,856 15,856 31,952 208,630 
Other (income) expense(286)(302)190 — 22 881 2,611 123 (399)(51)(883)1,906 
Non-controlling shareholder compensation— 1,926 1,655 1,241 — 826 777 372 770 16 913 8,496 
Acquisition expenses39 — — — 1,827 — — — — 310 — 2,176 
Integration services fees— — 3,300 — — 1,000 — — — — — 4,300 
Other1,085 273 — — — (2,300)— — — 333 (609)
Adjusted EBITDA(1)
$(40,702)$46,585 $45,571 $13,560 $3,452 $23,384 $40,826 $20,550 $23,227 $16,131 $32,315 $224,899 

(1) As a result of the sale of Liberty Safe in August 2021, Adjusted EBITDA for the nine months ended September 30, 2021 does not include $12.7 million in Adjusted EBITDA from Liberty.



Compass Diversified Holdings
Non-GAAP Adjusted EBITDA
(Unaudited)
Three months ended September 30,Nine months ended September 30,
(in thousands)2022202120222021
Branded Consumer
5.11 $18,172 $16,792 $48,159 $46,585 
BOA 19,113 13,845 68,288 45,571 
Ergobaby2,963 2,723 11,269 13,560 
Lugano (1)
16,528 3,452 46,462 3,452 
Marucci Sports
10,694 5,983 26,477 23,384 
PrimaLoft (2)
2,382 — 2,382 — 
Velocity Outdoor 14,015 16,251 29,426 40,826 
Total Branded Consumer$83,867 $59,046 $232,463 $173,378 
Niche Industrial
Advanced Circuits$6,457 $7,442 $20,071 $20,550 
Altor Solutions11,000 8,783 31,499 23,227 
Arnold Magnetics7,370 6,583 20,055 16,131 
Sterno 8,416 10,171 30,575 32,315 
Total Niche Industrial$33,243 $32,979 $102,200 $92,223 
Corporate expense
(18,784)(14,421)(52,157)(40,702)
Total Adjusted EBITDA$98,326 $77,604 $282,506 $224,899 

(1)The above results for Lugano do not include management's estimate of Adjusted EBITDA, before the Company's ownership, of $5.5 million and $24.1 million, respectively, for the three and nine months ended September 30, 2021. Lugano was acquired on September 3, 2021.
(2)The above results for PrimaLoft do not include management's estimate of Adjusted EBITDA, before the Company's ownership, of $1.4 million and $24.8 million, respectively, for the three and nine months ended September 30, 2022, and $4.2 million and $20.1 million, respectively, for the three and nine months ended September 30, 2021. PrimaLoft was acquired on July 12, 2022.





Compass Diversified Holdings
Net Sales to Pro Forma Net Sales Reconciliation
(unaudited)
Three months ended September 30,Nine months ended September 30,
(in thousands)2022202120222021
Net Sales$597,607 $488,158 $1,669,123 $1,372,266 
Acquisitions (1)
2,319 31,581 55,185 123,446 
Pro Forma Net Sales$599,926 $519,739 $1,724,308 $1,495,712 
(1) Acquisitions reflects the net sales for Lugano and PrimaLoft on a pro forma basis as if the Company had acquired these businesses on January 1, 2021.


Compass Diversified Holdings
Subsidiary Pro Forma Net Sales
(unaudited)
Three months ended September 30,Nine months ended September 30,
(in thousands)2022202120222021
Branded Consumer
5.11 $126,537 $111,099 $350,608 $321,009 
BOA 50,019 39,496 166,215 120,033 
Ergobaby21,540 19,816 68,256 69,100 
Lugano (1)
51,145 29,498 137,229 81,881 
Marucci Sports 42,753 25,040 122,481 86,328 
PrimaLoft (1)
13,031 12,906 65,897 52,388 
Velocity Outdoor 75,482 76,901 180,774 205,891 
Total Branded Consumer$380,507 $314,756 $1,091,460 $936,630 
Niche Industrial
Advanced Circuits$21,788 $23,182 $67,194 $67,209 
Altor Solutions69,618 44,122 199,590 122,582 
Arnold Magnetics39,377 36,852 116,319 101,893 
Sterno 88,636 100,827 249,745 267,398 
Total Niche Industrial$219,419 $204,983 $632,848 $559,082 
Total Subsidiary Net Sales$599,926 $519,739 $1,724,308 $1,495,712 
(1) Net sales for Lugano and PrimaLoft are pro forma as if the Company had acquired these businesses on January 1, 2021. Historical net sales for Lugano prior to acquisition on September 3, 2021 were $18.7 million and $71.2 million, respectively, for the three and nine months ended September 30, 2021. Historical net sales for PrimaLoft prior to acquisition on July 12, 2022 were $2.3 million and $55.2 million, respectively, for the three and nine months ended September 30, 2022, and $12.9 million and $52.4 million, respectively, for the three and nine months ended September 30, 2021.




Compass Diversified Holdings
Condensed Consolidated Cash Flows
(unaudited)

Three months ended September 30,Nine months ended September 30,
(in thousands)2022202120222021
Net cash provided by (used in) operating activities$(4,585)$37,714 $(39,923)$147,148 
Net cash used in investing activities(576,713)(149,733)(598,951)(202,429)
Net cash provided by financing activities538,531 72,195 542,128 54,872 
Foreign currency impact on cash(1,603)(104)(2,735)(96)
Net decrease in cash and cash equivalents(44,370)(39,928)(99,481)(505)
Cash and cash equivalents - beginning of the period105,622 110,167 160,733 70,744 
Cash and cash equivalents - end of the period$61,252 $70,239 $61,252 $70,239 





Compass Diversified Holding
Selected Financial Data - Cash Flows
(unaudited)
Three months ended September 30,Nine months ended September 30,
(in thousands)2022202120222021
Changes in operating assets and liabilities$(63,998)$(11,566)$(223,164)$(14,720)
Purchases of property and equipment$(15,086)$(11,423)$(39,683)$(28,001)
Distributions paid - common shares$(17,931)$(80,476)$(52,794)$(127,204)
Distributions paid - preferred shares$(6,045)$(6,045)$(18,136)$(18,136)