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Compass Diversified Reports Third Quarter 2020 Financial Results

Branded Consumer Performance Drives Strong Third Quarter Operating Results, Increasing CAD from Prior Year

Completes Platform Acquisition of Performance Fit Innovator BOA Technology Subsequent to Quarter-End

Achieves Milestone as Cumulative Distributions Paid Increase to Over $20 per Share Since CODI's IPO

WESTPORT, Conn., Oct. 28, 2020 (GLOBE NEWSWIRE) -- 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, 2020.

Third Quarter 2020 Highlights

  • Reported net sales of $418.9 million;
  • Reported net income of $20.9 million;
  • Reported non-GAAP Adjusted EBITDA of $73.9 million;
  • Reported Cash Provided by Operating Activities of $24.5 million and non-GAAP Cash Flow Available for Distribution and Reinvestment ("CAD") of $43.5 million;
  • Announced platform acquisition of BOA Technology Inc., which closed in October;
  • Appointed Katie Melzer as Managing Director and Head of Business Development;
  • Completed the accretive add-on acquisition of Polyfoam Corp by CODI’s subsidiary Foam Fabricators;
  • Paid a third quarter 2020 cash distribution of $0.36 per share on CODI's common shares in October 2020, bringing cumulative distributions paid to $20.0352 per common share since CODI's IPO in May of 2006; and
  • Declared a quarterly cash distribution 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 October 30, 2020;

"The competitive advantage gained through our permanent capital structure has never been more apparent,” said Elias Sabo, CEO of Compass Diversified. “CODI’s strong performance in the third quarter is a testament to our differentiated model and the outperformance of our branded consumer businesses. Our team continues to execute on our acquisition strategy amid heightened uncertainty, and we are pleased to have completed the acquisition of another growing and aspirational brand, BOA Technology. As we continue to transform our portfolio, BOA joins a strong lineup of branded consumer business, including Marucci, 5.11, Velocity Outdoor and Liberty Safe. As a whole, our branded consumer businesses exceeded expectations again this quarter, benefiting from ongoing consumer demand in outdoor categories.”

Mr. Sabo continued, “CODI’s unique model has proven resilient and looking ahead, we are poised to continue creating long-term shareholder value by executing on our strategy and returning substantial capital with our $1.44 per common share annual distribution. We are pleased to have achieved an important milestone in the third quarter, as our cumulative distributions increased to more than $20 per share, representing our strong track record of paying consistent and sizeable distributions since CODI's IPO in May of 2006.”

Mr. Sabo concluded, “As we approach year end, we remain incredibly proud of all that our team has accomplished in managing the uncertainty of the pandemic. We have positioned our diverse set of subsidiary companies for continued long-term success and we are eager to build upon this momentum in the quarters and years to come.”

Operating Results

Net sales for the quarter ended September 30, 2020 were $418.9 million, as compared to $388.3 million for the quarter ended September 30, 2019.

Net income for the quarter ended September 30, 2020 was $20.9 million, as compared to net loss of $26.5 million for the quarter ended September 30, 2019. CODI recorded a $33.4 million impairment at its Velocity Outdoor subsidiary during the quarter ended September 30, 2019.

Adjusted EBITDA (see "Note Regarding Use of Non-GAAP Financial Measures" below) for the quarter ended September 30, 2020 was $73.9 million, as compared to $63.8 million for the quarter ended September 30, 2019.

Liquidity and Capital Resources

For the quarter ended September 30, 2020, CODI reported Cash Provided by Operating Activities of $24.5 million, as compared to Cash Provided by Operating Activities of $22.9 million for the quarter ended September 30, 2019.

CODI reported CAD (see "Note Regarding Use of Non-GAAP Financial Measures" below) of $43.5 million for the quarter ended September 30, 2020, as compared to $30.2 million for the prior year's comparable quarter. CODI's CAD is calculated after taking into account all interest expenses, cash taxes paid, preferred distributions and maintenance capital expenditures, and includes the operating results of each of our businesses for the periods during which CODI owned them. However, CAD excludes the gains from monetizing interests in CODI's subsidiaries, which have totaled over $1.0 billion since going public in 2006.

CODI's weighted average number of shares outstanding for the quarter ended September 30, 2020 was 64.9 million, and for the quarter ended September 30, 2019 was 59.9 million.

As of September 30, 2020, CODI had approximately $176.8 million in cash and cash equivalents, $600 million outstanding in 8.00% Senior Notes due 2026 and no outstanding borrowings under its revolving credit facility.

The Company has no significant debt maturities until 2026 and had net borrowing availability of $599 million at September 30, 2020 under its revolving credit facility.

Subsequent to the end of the quarter, CODI completed the acquisition of BOA for a total purchase price of $454 million (excluding working capital and certain other adjustments upon closing, and transaction costs). CODI funded the acquisition of BOA with cash on hand and a $300 million draw on its revolving credit facility. BOA’s minority shareholders invested $61.5mm for an 18% noncontrolling interest in the equity of BOA.

For the third quarter of 2020, Compass Group Management LLC (“CGM”) volunteered to waive the management fee on cash balances held at CODI as of September 30, 2020. This followed CGM’s waiver of 50% of its management fee calculated as of June 30, 2020, which produced cash savings of approximately $5.2 million.

Third Quarter 2020 Distributions

On October 1, 2020, CODI's Board of Directors (the “Board”) declared a third quarter distribution of $0.36 per share on the Company's common shares. The cash distribution was paid on October 22, 2020 to all holders of record of common shares as of October 15, 2020. Since its IPO in 2006, CODI has paid a cumulative distribution of $20.0352 per common share.

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, 2020, up to, but excluding, October 30, 2020. The distribution for such period is payable on October 30, 2020 to all holders of record of Series A Preferred Shares as of October 15, 2020.

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, 2020, up to, but excluding, October 30, 2020. The distribution for such period is payable on October 30, 2020 to all holders of record of Series B Preferred Shares as of October 15, 2020.

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, 2020, up to, but excluding, October 30, 2020. The distribution for such period is payable on October 30, 2020 to all holders of record of Series C Preferred Shares as of October 15, 2020.

Guidance Update

The Company estimates its full year 2020 consolidated subsidiary Adjusted EBITDA, before deducting corporate expense, and including Marucci and BOA as if they were acquired January 1, 2020, will be between $270 million and $280 million. In addition, the Company estimates its full year 2020 Payout Ratio, defined as our prior year’s annual distribution to common shareholders divided by our 2020 full year estimate for CAD, will be between 90% and 100%.

The Company believes that it currently has adequate liquidity and capital resources to meet its existing obligations and quarterly distributions to its shareholders, if approved by the Board of Directors over the next twelve months. The ultimate impact of COVID-19 on the Company’s business is dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, which are highly uncertain and cannot be accurately predicted at this time. As detailed in our Form 10-Q for the period ending September 30, 2020, the Company’s results of operations, financial condition and cash flow could be impacted more dramatically than currently anticipated and as a result, the Company’s liquidity and capital resources could become more constrained than expected.

Conference Call

Management will host a conference call on Wednesday, October 28, 2020 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 access code for all callers is 5056636. 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 Wednesday, November 4, 2020. To access the replay, please dial (800) 585-8367 in the U.S. and (416) 621-4642 outside the U.S., and then enter the access code 5056636.

Note Regarding Use of Non-GAAP Financial Measures

Adjusted EBITDA is a non-GAAP measure used by the Company to assess its performance. We have reconciled Adjusted EBITDA to Net Income (Loss) on the attached schedules. We consider Net Income (Loss) to be the most directly comparable GAAP financial measure to Adjusted EBITDA. We believe that Adjusted EBITDA 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), Adjusted EBITDA is limited in that it does 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. This presentation also 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. We believe Adjusted EBITDA is 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) and Cash Flow from Operating Activities on the attached schedules. We consider Net Income (Loss) and Cash Flow from Operating Activities 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. We believe that CAD provides investors additional information to enable them to evaluate our performance and ability to make anticipated quarterly distributions.

Payout Ratio is a non-GAAP measure defined as our prior year's annual distribution to common shareholders divided by our CAD. We believe the Payout Ratio provides investors additional information to enable them to evaluate our performance and our ability to sustain quarterly distributions.

In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, we have not reconciled 2020 Adjusted EBITDA or 2020 Payout Ratio (which requires an estimate of 2020 CAD) to their comparable GAAP measure because we do not provide guidance on Net Income (Loss), Cash Flow Provided by Operating Activities 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.

None of Adjusted EBITDA, CAD nor Payout Ratio 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 family of established North American middle market businesses. Each of its current subsidiaries is a leader in its niche market. For more information, visit compassdiversified.com.

CODI maintains controlling ownership interests in each of its subsidiaries in order to maximize its ability to impact long-term cash flow generation and value. 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 to make cash distributions to its shareholders.

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 manufacture of engineered magnetic solutions for a wide range of specialty applications and end-markets (Arnold Magnetic Technologies);

  • The design and marketing of dial-based closure systems that deliver performance fit across footwear, headwear and medical bracing products (BOA Technology);

  • The design and marketing of wearable baby carriers, strollers and related products (Ergobaby);

  • The design and manufacture of custom molded protective foam solutions and OE components (Foam Fabricators);

  • The design and manufacture of premium home and gun safes (Liberty Safe);

  • 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).

Forward Looking Statements

This press release contains 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, financial condition and cash flows for the full year of 2020, our 2020 Total Adjusted EBITDA, 2020 Payout Ratio and 2020 CAD and our ability to meet existing obligations and quarterly distributions as well as other statements with regard to the future performance of CODI. Forward-looking statements involve risks and uncertainties, including, but not limited to, the impact, in the near, medium and long-term, of the COVID-19 pandemic or social or political unrest on our business, results of operations, financial position, liquidity, cash flows or ability to make distributions; our business prospects and the prospects of our portfolio companies; the impact of 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 portfolio companies to achieve their objectives; the adequacy of our cash resources and working capital; and the timing of cash flows, if any, from the operations of our portfolio companies.

We may use words such as “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; 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 Statements of Operations
(unaudited)
               
  Three months ended September 30,   Nine months ended September 30,
(in thousands, except per share data) 2020   2019   2020   2019
Net sales $ 418,903     $ 388,313     $ 1,085,979     $ 1,063,254  
Cost of sales 265,119     251,778     695,304     684,601  
Gross profit 153,784     136,535     390,675     378,653  
Operating expenses:              
Selling, general and administrative expense 93,036     82,027     260,850     243,736  
Management fees 9,659     8,874     23,436     28,352  
Amortization expense 15,222     13,520     43,506     40,632  
Impairment expense     33,381         33,381  
Operating income (loss) 35,867     (1,267 )   62,883     32,552  
Other income (expense):              
Interest expense, net (12,351 )   (11,525 )   (32,122 )   (48,424 )
Amortization of debt issuance costs (660 )   (770 )   (1,795 )   (2,625 )
Loss on paydown of debt     (5,038 )       (5,038 )
Loss on sale of Tilray securities     (4,893 )       (10,193 )
Other income (expense), net (447 )   (689 )   (2,172 )   (1,213 )
Income (loss) from continuing operations before income taxes 22,409     (24,182 )   26,794     (34,941 )
Provision for income taxes 1,606     4,400     8,477     10,375  
Income (loss) from continuing operations 20,803     (28,582 )   18,317     (45,316 )
Income from discontinued operations, net of income tax             16,901  
Gain on sale of discontinued operations 100     2,039     100     330,203  
Net income (loss) 20,903     (26,543 )   18,417     301,788  
Less: Income from continuing operations attributable to noncontrolling interest 1,717     1,242     4,003     3,997  
Less: Loss from discontinued operations attributable to noncontrolling interest             (266 )
Net income (loss) attributable to Holdings $ 19,186     $ (27,785 )   $ 14,414     $ 298,057  
               
Basic income (loss) per common share attributable to Holdings            
Continuing operations $ 0.08     $ (1.33 )   $ (0.33 )   $ (1.95 )
Discontinued operations     0.03         5.80  
  $ 0.08     $ (1.30 )   $ (0.33 )   $ 3.85  
               
Basic weighted average number of common shares outstanding 64,900     59,900     62,556     59,900  
               
Cash distributions declared per Trust common share $ 0.36     $ 0.36     $ 1.08     $ 1.08  
               


Compass Diversified Holdings
Net Sales to Pro Forma Net Sales Reconciliation
(unaudited)
                 
    Three months ended September 30,   Nine months ended September 30,
(in thousands)   2020   2019   2020   2019
                 
Net Sales   $ 418,903     $ 388,313     $ 1,085,979     $ 1,063,254  
Acquisitions (1)       14,946     22,500     49,987  
Pro Forma Net Sales   $ 418,903     $ 403,259     $ 1,108,479     $ 1,113,241  
                                 

(1) Acquisitions reflects the net sales for Marucci on a pro forma basis as if we had acquired this business on January 1, 2019.

Compass Diversified Holdings
Subsidiary Net Sales
(unaudited)
             
    Three months ended September 30,   Nine months ended September 30,
(in thousands)   2020   2019   2020   2019
                 
Branded Consumer                
5.11 Tactical   $ 98,406     $ 98,053     $ 281,822     $ 278,978  
Ergobaby   19,478     23,318     59,171     68,741  
Liberty   31,186     24,729     80,599     67,566  
Marucci Sports (1)   19,551     14,946     47,307     49,987  
Velocity Outdoor   70,629     46,647     148,240     107,395  
Total Branded Consumer   $ 239,250     $ 207,693     $ 617,139     $ 572,667  
                 
Niche Industrial                
Advanced Circuits   $ 22,771     $ 21,897     $ 67,423     $ 67,405  
Arnold Magnetics   22,619     30,895     76,447     90,404  
Foam Fabricators   36,526     31,304     89,338     93,634  
Sterno   97,737     111,470     258,132     289,131  
Total Niche Industrial   $ 179,653     $ 195,566     $ 491,340     $ 540,574  
                 
Total Subsidiary Net Sales   $ 418,903     $ 403,259     $ 1,108,479     $ 1,113,241  
                                 

(1) Net sales for Marucci Sports are pro forma as if we had acquired this business on January 1, 2019.

 
 
Compass Diversified Holdings
Net Income to Adjusted EBITDA and Cash Flow Available for Distribution and Reinvestment
(Unaudited)
               
  Three months ended September 30,   Nine months ended September 30,
(in thousands) 2020   2019   2020   2019
Net income (loss) $ 20,903     $ (26,543 )   $ 18,417     $ 301,788  
Income from discontinued operations, net of income tax             16,901  
Gain on sale of discontinued operations 100     2,039     100     330,203  
Income (loss) from continuing operations $ 20,803     $ (28,582 )   $ 18,317     $ (45,316 )
Provision for income taxes 1,606     4,400     8,477     10,375  
Income (loss) from continuing operations before income taxes $ 22,409     $ (24,182 )   $ 26,794     $ (34,941 )
Other expense, net (447 )   (5,727 )   (2,172 )   (6,251 )
Amortization of debt issuance costs (660 )   (770 )   (1,795 )   (2,625 )
Loss on sale of Tilray securities     (4,893 )       (10,193 )
Interest expense, net (12,351 )   (11,525 )   (32,122 )   (48,424 )
Operating income $ 35,867     $ (1,267 )   $ 62,883     $ 32,552  
Adjusted For:              
Depreciation 8,790     8,402     25,692     24,627  
Amortization 16,602     13,520     47,886     40,632  
Noncontrolling shareholder compensation 2,171     936     6,116     4,265  
Acquisition expenses 273         2,315      
Integration services fees 500         500     281  
Management fees 9,659     8,874     23,436     28,352  
Other (1 )       597     324  
Adjusted EBITDA $ 73,861     $ 63,846     $ 169,425     $ 164,414  
Interest at Corporate, net of unused fee (1) (12,015 )   (10,772 )   (31,113 )   (43,137 )
Swap payment     (372 )       (675 )
Management fees (9,659 )   (8,874 )   (23,436 )   (28,352 )
Capital expenditures (maintenance) (3,828 )   (3,256 )   (10,366 )   (11,265 )
Current tax expense (cash taxes) (2) 975     (6,572 )   (11,829 )   (12,582 )
Preferred share distributions (6,046 )   (3,781 )   (17,633 )   (11,344 )
Discontinued operations             16,987  
Miscellaneous items 173         (395 )    
Cash Flow Available for Distribution and Reinvestment ("CAD") $ 43,461     $ 30,219     $ 74,653     $ 74,046  


(1 )   Interest expense at Corporate reflects consolidated interest expense less non-cash components such as, unrealized gains and losses on our swap and original issue discount amortization. We include the cash component of our swap payment above in our reconciliation to CAD.
     
(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.


Compass Diversified Holdings
Adjusted EBITDA (1)
(unaudited)
                 
    Three months ended September 30,   Nine months ended September 30,
(in thousands)   2020   2019   2020   2019
                 
Branded Consumer                
5.11 Tactical   $ 14,945     $ 12,049     $ 36,324     $ 31,610  
Ergobaby   4,856     5,872     13,793     16,689  
Liberty   6,280     3,207     13,911     7,624  
Marucci Sports (2)   5,442         4,615      
Velocity Outdoor   14,549     8,243     25,039     15,964  
Total Branded Consumer   $ 46,072     $ 29,371     $ 93,682     $ 71,887  
                 
Niche Industrial                
Advanced Circuits   $ 7,052     $ 6,894     $ 20,887     $ 21,405  
Arnold Magnetics   1,319     4,447     7,973     11,610  
Foam Fabricators   8,780     7,629     22,011     22,675  
Sterno   13,673     18,779     34,844     46,519  
Total Niche Industrial   $ 30,824     $ 37,749     $ 85,715     $ 102,209  
Corporate expense (3)   (3,035 )   (3,274 )   (9,972 )   (9,681 )
Total Adjusted EBITDA   $ 73,861     $ 63,846     $ 169,425     $ 164,415  


(1 )   Please refer to the recently filed Form 10-Q for detail on subsidiary Adjusted EBITDA and reconciliation to net income.
     
(2 )   The above results for Marucci Sports does not include management's estimate of adjusted EBITDA, before our ownership, of $3.9 million for the nine months ended September 30, 2020, and $3.0 million and $7.9 million, respectively, for the three and nine months ended September 30, 2019. Marucci Sports was acquired on April 20, 2020.
     
(3 )   Please refer to the recently filed Form 10-Q for a reconciliation of our Corporate expense to Net Income.


Compass Diversified Holdings
Summarized Statement of Cash Flows
(unaudited)
       
  Nine months ended September 30,
(in thousands) 2020   2019
Net cash provided by operating activities $ 112,872     $ 31,584  
Net cash (used in) provided by investing activities (236,502 )   760,148  
Net cash provided by (used in) financing activities 200,395     (557,118 )
Effect of foreign currency on cash (260 )   (2,102 )
Net increase in cash and cash equivalents 76,505     232,512  
Cash and cash equivalents — beginning of period (1) 100,314     53,326  
Cash and cash equivalents — end of period $ 176,819     $ 285,838  
       

(1)   Includes cash from discontinued operations of $4.6 million at January 1, 2019.

Compass Diversified Holdings
Condensed Consolidated Table of Cash Flow Available for Distribution and Reinvestment
(unaudited)
               
  Three months ended September 30,   Nine months ended September 30,
(in thousands) 2020   2019   2020   2019
Net income (loss) $ 20,903     $ (26,543 )   $ 18,417     $ 301,788  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:              
Depreciation and amortization 25,392     21,922     73,578     78,413  
Gain on sale of business (100 )   (2,039 )   (100 )   (330,203 )
Impairment expense     33,381         33,381  
Amortization of debt issuance costs and original issue discount 577     863     1,656     3,022  
Unrealized loss on interest rate hedge     136         3,486  
Noncontrolling stockholder charges 2,171     936     6,116     6,204  
Provision for loss on receivables 1,855     2,041     4,374     2,786  
Other 621     5,465     1,776     5,961  
Deferred taxes 2,581     (2,172 )   (3,352 )   (14,538 )
Changes in operating assets and liabilities (29,458 )   (11,060 )   10,407     (58,716 )
Net cash provided by operating activities 24,542     22,930     112,872     31,584  
Plus:              
Unused fee on revolving credit facility 420     511     1,148     1,393  
Successful acquisition costs 273         2,315     596  
Integration services fee (1) 500         500     281  
Realized loss from foreign currency effect (2)             363  
Changes in operating assets and liabilities 29,458     11,060         58,716  
Loss on sale of Tilray securities     4,893         10,193  
Less:              
Maintenance capital expenditures (3) 3,829     3,256     10,366     14,760  
Payment of interest rate swap     372         675  
Changes in operating assets and liabilities         10,407      
Preferred share distributions 6,046     3,781     17,633     11,344  
Other (4) 1,857     1,766     3,776     2,301  
CAD $ 43,461     $ 30,219     $ 74,653     $ 74,046  
               
Distribution paid in April 2020/ 2019 $     $     $ 21,564     $ 21,564  
Distribution paid in July 2020/ 2019         23,364     21,564  
Distribution paid in October 2020/ 2019 23,364     21,564     23,364     21,564  
  $ 23,364     $ 21,564     $ 68,292     $ 64,692  

(1) Represents fees paid by newly acquired companies to the Manager for integration services performed during the first year of ownership, payable quarterly.

(2) Reflects the foreign currency transaction gain/ loss resulting from the Canadian dollar intercompany loans issued to Manitoba Harvest.

(3) Represents maintenance capital expenditures that were funded from operating cash flow, net of proceeds from the sale of property, plant and equipment, and excludes growth capital expenditures of approximately $4.1 million and $4.3 million, respectively, for the three months ended September 30, 2020 and 2019, and $9.7 million and $10.7 million, respectively, for the nine months ended September 30, 2020 and 2019.

(4) Represents the effect on earnings of reserves for inventory and accounts receivable.

Compass Diversified Holdings
Maintenance Capital Expenditures
(unaudited)
             
    Three months ended September 30,   Nine months ended September 30,
(in thousands)   2020   2019   2020   2019
Branded Consumer                
5.11 Tactical   $ 113     $ 211     $ 897     $ 1,547  
Ergobaby   250     346     374     583  
Liberty   146     413     438     720  
Marucci Sports   169         220      
Velocity Outdoor   1,070     1,056     2,743     2,096  
Total Branded Consumer   $ 1,748     $ 2,026     $ 4,672     $ 4,946  
                 
Niche Industrial                
Advanced Circuits   $ 261     $     $ 354     $ 1,126  
Arnold Magnetics   1,131     1,068     2,761     2,874  
Foam Fabricators   543     451     1,518     1,387  
Sterno Group   146     (289 )   1,061     932  
Total Niche Industrial   $ 2,081     $ 1,230     $ 5,694     $ 6,319  
                 
Total maintenance capital expenditures   $ 3,829     $ 3,256     $ 10,366     $ 11,265  
                                 


Compass Diversified Holdings
Condensed Consolidated Balance Sheets
       
  September 30, 2020   December 31, 2019
(in thousands) (unaudited)    
Assets      
Current assets      
Cash and cash equivalents $ 176,819     $ 100,314  
Accounts receivable, net 242,947     191,405  
Inventories 344,036     317,306  
Prepaid expenses and other current assets 36,873     35,247  
Total current assets 800,675     644,272  
Property, plant and equipment, net 155,601     146,428  
Goodwill and intangible assets, net 1,128,389     1,000,465  
Other non-current assets 107,319     100,727  
Total assets $ 2,191,984     $ 1,891,892  
       
Liabilities and stockholders’ equity      
Current liabilities      
Accounts payable and accrued expenses $ 249,471     $ 178,857  
Due to related party 9,283     8,049  
Current portion, long-term debt      
Other current liabilities 25,022     22,573  
Total current liabilities 283,776     209,479  
Deferred income taxes 30,854     33,039  
Long-term debt 592,107     394,445  
Other non-current liabilities 94,554     89,054  
Total liabilities 1,001,291     726,017  
Stockholders' equity      
Total stockholders' equity attributable to Holdings 1,119,899     1,115,327  
Noncontrolling interest 70,794     50,548  
Total stockholders' equity 1,190,693     1,165,875  
Total liabilities and stockholders’ equity $ 2,191,984     $ 1,891,892  
       


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


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