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Compass Diversified Reports Fourth Quarter 2021 Financial Results and Full Year 2021 Financial Results
来源: Nasdaq GlobeNewswire / 24 2月 2022 16:15:01 America/New_York
Branded Consumer Performance and Rebounding Industrials Drive Record Fourth Quarter and Full Year Operating Results
Accelerates Portfolio Transformation and Strengthens Capital Structure
Permanent Capital Advantage Positioned CODI to Opportunistically Acquire Platform Business and Complete Strategic Add-Ons in 2021
WESTPORT, Conn., Feb. 24, 2022 (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 and twelve months ended December 31, 2021.
“Our momentum continued in the fourth quarter as CODI delivered a fourth consecutive quarter of record results and the best year-end results in our history,” said Elias Sabo, CEO of Compass Diversified. “Our consumer business again delivered solid results, driven by continued strong performance at our most recent acquisitions, and our niche industrial business experienced increased demand for their products during the fourth quarter. We continued to deploy capital into our existing subsidiaries in the fourth quarter acquiring Lizard Skins and Plymouth Foam as strategic add-ons to Marucci Sports and Altor Solutions, respectively, demonstrating our sustainable investing philosophy and continued commitment to deploying capital to enhance value at a subsidiary level.”
Mr. Sabo continued, “Looking ahead, we enter 2022 with a strong balance sheet, substantial liquidity and remain confident in our ability to generate long term shareholder value in the years ahead through the continued deployment of capital into accretive platform and add-on acquisitions and subsidiary growth opportunities.”
Fourth Quarter and Full Year 2021 Highlights
- Reported net sales of $536.6 million for the fourth quarter 2021 and $1.842 billion for the full year 2021;
- Reported a net income of $25.9 million for the fourth quarter 2021 and net income of $126.8 million for the full year 2021;
- Reported Adjusted Earnings, a new non-GAAP financial measure, of $32.5 million for the fourth quarter of 2021 and $117.7 million for the full year of 2021;
- Reported non-GAAP Adjusted EBITDA of $88.9 million for the fourth quarter 2021 and $327.3 million for the full year 2021;
- Reported Cash Used in Operating Activities of $(13.1) million for the fourth quarter 2021 and Provided by Operating Activities of $134.1 million for the full year 2021, and non-GAAP Cash Flow Available for Distribution and Reinvestment ("CAD") of $42.1 million for the fourth quarter 2021 and $177.4 million for the full year 2021;
- Paid a fourth quarter 2021 cash distribution of $0.25 per share on CODI's common shares in January 2022; and
- Paid quarterly cash distributions of $0.453125 per share on the Company's 7.250% Series A Preferred Shares, $0.4921875 per share on the Company's 7.875% Series B Preferred Shares, and $0.4921875 per share on the Company's 7.875% Series C Preferred Shares payable on January 30, 2022.
Operating Results
Net sales for the quarter ended December 31, 2021 were $536.6 million, as compared to $421.6 million for the quarter ended December 31, 2020. Net sales were $1.842 billion for the year ended December 31, 2021, as compared to $1.360 billion for the year ended December 31, 2020.
Net income for the quarter ended December 31, 2021 was $25.9 million, as compared to net income of $8.8 million for the quarter ended December 31, 2020. For the year ended December 31, 2021, CODI reported net income of $126.8 million compared to net income of $27.2 million for the year ended December 31, 2020. The increase in net income for the year ended December 31, 2021 as compared to the prior year was primarily related to the gain on the sale of Liberty Safe.
Adjusted Earnings (see "Note Regarding Use of Non-GAAP Financial Measures" below) for the quarter ended December 31, 2021 was $32.5 million, as compared to $22.7 million for the quarter ended December 31, 2020. Adjusted Earnings for the year ended December 31, 2021 was $117.7 million, as compared to $55.0 million for the year ended December 31, 2020. Adjusted EBITDA (see "Note Regarding Use of Non-GAAP Financial Measures" below) for the quarter ended December 31, 2021 was $88.9 million, as compared to $69.3 million for the quarter ended December 31, 2020. Adjusted EBITDA for the year ended December 31, 2021 was $327.3 million, as compared to $203.9 million for the year ended December 31, 2020. The increase in Adjusted Earnings and Adjusted EBITDA for the fourth quarter and full year 2021, as compared to prior year periods, was primarily a result of our 2020 acquisitions of BOA and Marucci, and our 2021 acquisition of Lugano Diamonds, as well as strong performance in the other branded consumer companies. In addition, the prior year results were negatively impacted by the effects of the COVID-19 pandemic.
Liquidity and Capital Resources
For the quarter ended December 31, 2021, CODI reported Cash Used in Operating Activities of $(13.1) million, as compared to Cash Provided by Operating Activities of $35.8 million for the quarter ended December 31, 2020. The decline in cash provided by operating activities during the fourth quarter of 2021 as compared to the prior year was a result of an increase in working capital at certain subsidiaries, primarily in inventory, to satisfy near term sales demand.
CODI reported CAD (see "Note Regarding Use of Non-GAAP Financial Measures" below) of $42.1 million for the quarter ended December 31, 2021, as compared to $36.0 million for the prior year's comparable quarter.
CODI's weighted average number of shares outstanding for the quarter ended December 31, 2021 was 66.6 million, and for the quarter ended December 31, 2020 was 64.9 million.
As of December 31, 2021, CODI had approximately $157.1 million in cash and cash equivalents, $0 million outstanding on its revolving credit facility, $1 billion outstanding in 5.25% Senior Notes due 2029 and $300 million outstanding in 5.00% Senior Notes due 2032.
The Company has no significant debt maturities until 2029 and had net borrowing availability of approximately $600 million at December 31, 2021 under its revolving credit facility.
Fourth Quarter 2021 Distributions
On January 3, 2022, CODI's Board of Directors (the “Board”) declared a fourth quarter distribution of $0.25 per share on the Company's common shares. The cash distribution was paid on January 20, 2022 to all holders of record of common shares as of January 13, 2022. As previously announced and disclosed by CODI, the reduction in the fourth quarter common distribution is a result of the Company’s tax reclassification which became effective on September 1, 2021 and the assumption of corporate tax liability.
The Board also declared a quarterly cash distribution of $0.453125 per share on the Company’s 7.250% Series A Preferred Shares (the “Series A Preferred Shares”). The distribution on the Series A Preferred Shares covered the period from, and including, October 30, 2021, up to, but excluding, January 30, 2022. The distribution for such period was payable on January 30, 2022 to all holders of record of Series A Preferred Shares as of January 15, 2022. The payment occurred on January 31, 2022, the next business day following the payment date.
The Board also declared a quarterly cash distribution of $0.4921875 per share on the Company’s 7.875% Series B Preferred Shares (the “Series B Preferred Shares”). The distribution on the Series B Preferred Shares covered the period from, and including, October 30, 2021, up to, but excluding, January 30, 2022. The distribution for such period was payable on January 30, 2022 to all holders of record of Series B Preferred Shares as of January 15, 2022. The payment occurred on January 31, 2022, the next business day following the payment date.
The Board also declared a quarterly cash distribution of $0.4921875 per share on the Company’s 7.875% Series C Preferred Shares (the “Series C Preferred Shares”). The distribution on the Series C Preferred Shares covered the period from, and including, October 30, 2021, up to, but excluding, January 30, 2022. The distribution for such period was payable on January 30, 2022 to all holders of record of Series C Preferred Shares as of January 15, 2022. The payment occurred on January 31, 2022, the next business day following the payment date.
2022 Guidance
The Company expects to produce consolidated Adjusted EBITDA in 2022 of between $400 million and $420 million. The Adjusted EBITDA estimate is based on the summation of our expectations for our current subsidiaries in 2022, including ACI, absent additional acquisitions or divestitures. In addition, the Company expects to produce Adjusted Earnings in 2022 of between $110 million and $125 million. The Adjusted Earnings estimate is based on the summation of our expectations for our current subsidiaries in 2022, excluding ACI, absent additional acquisitions or divestitures.
5.11 Initial Public Offering Update
The Company has decided to postpone its proposed initial public offering of 5.11 due to adverse market conditions.
Conference Call
Management will host a conference call on Thursday, February 24, 2022 at 5:00 p.m. ET to discuss the latest corporate developments and financial results. The dial-in number for callers in the U.S. is (844) 200-6205 and the dial-in number for international callers is + 1 929 526-1599. The access code for all callers is 091769. A live webcast will also be available on the Company's website at https://www.compassdiversified.com.
A replay of the call will be available through Thursday, March 3, 2022. To access the replay, please dial (929) 458-6194 in the U.S. and + 44 204 525 0658 outside the U.S., and then enter the access code 019320.
Note Regarding Use of Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted Earnings are non-GAAP measures used by the Company to assess its performance. We have reconciled Adjusted EBITDA to Net Income (Loss) from Continuing Operations and Adjusted Earnings to Net Income (Loss) on the attached schedules. We consider Net Income (Loss) from Continuing Operations to be the most directly comparable GAAP financial measure to Adjusted EBITDA and Net Income (Loss) to be the most directly comparable GAAP financial measure to Adjusted Earnings. We believe that Adjusted EBITDA and Adjusted Earnings provides useful information to investors and reflects important financial measures as it excludes the effects of items which reflect the impact of long-term investment decisions, rather than the performance of near-term operations. When compared to Net Income (Loss) and Net Income (Loss) from Continuing Operations, Adjusted EBITDA and Adjusted Earnings, respectively, are each limited in that they do not reflect the periodic costs of certain capital assets used in generating revenues of our businesses or the non-cash charges associated with impairments, as well as certain cash charges. The presentation of Adjusted EBITDA allows investors to view the performance of our businesses in a manner similar to the methods used by us and the management of our businesses, provides additional insight into our operating results and provides a measure for evaluating targeted businesses for acquisition. The presentation of Adjusted Earnings provides insight into our operating results and provides a measure for evaluating earnings from continuing operations available to common shareholders. We believe Adjusted EBITDA and Adjusted Earnings are also useful in measuring our ability to service debt and other payment obligations.
CAD is a non-GAAP measure used by the Company to assess its performance, as well as its ability to sustain quarterly distributions. We have reconciled CAD to Net Income (Loss) on the attached schedules. We consider Net Income (Loss) to be the most directly comparable GAAP financial measures to CAD. CAD is calculated after taking into account all interest expense, cash taxes paid and maintenance capital expenditures, and includes the operating results of each of our businesses for the periods during which CODI owned them.
In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, we have not reconciled 2022 Adjusted EBITDA or 2022 Adjusted Earnings to their comparable GAAP measure because we do not provide guidance on Net Income (Loss) or the applicable reconciling items as a result of the uncertainty regarding, and the potential variability of, these items. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results. Accordingly, undue reliance should not be placed on these estimates.
None of Adjusted Earnings, Adjusted EBITDA nor CAD is meant to be a substitute for GAAP measures and may be different from or otherwise inconsistent with non-GAAP financial measures used by other companies.
About Compass Diversified (“CODI”)
CODI owns and manages a diverse set of highly defensible North American middle market businesses. Each of its current subsidiaries is a leader in its niche market. For more information, visit compassdiversified.com.
Leveraging its permanent capital base, long-term disciplined approach and actionable expertise, CODI maintains controlling ownership interests in each of its subsidiaries, maximizing its ability to impact long-term cash flow generation and value creation. The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the Company and has consistently generated strong returns through its culture of transparency, alignment and accountability.
Our ten majority-owned subsidiaries are engaged in the following lines of business:
• The design and marketing of purpose-built technical apparel and gear serving a wide range of global customers (5.11); • The manufacture of quick-turn, small-run and production rigid printed circuit boards (Advanced Circuits); • The design and manufacture of custom packaging, insulation and componentry (Altor Solutions); • The manufacture of engineered magnetic solutions for a wide range of specialty applications and end-markets (Arnold Magnetic Technologies); • The design, engineering and marketing of dial based fit systems delivering a scientifically proven performance advantage for athletes (BOA Technology); • The design and marketing of wearable baby carriers, strollers and related products (Ergobaby) • The design, manufacture, and marketing of high-end, one-of-a kind jewelry (Lugano Diamonds); • The design and manufacture of baseball and softball equipment and apparel (Marucci Sports); • The manufacture and marketing of portable food warming systems used in the foodservice industry, creative indoor and outdoor lighting, and home fragrance solutions for the consumer markets (Sterno); and • The design, manufacture and marketing of airguns, archery products, optics and related accessories (Velocity Outdoor). On October 13, 2021, we, as the representative of the holders of stock and options of Advanced Circuits, entered into a definitive plan of merger to sell all of the outstanding securities of Advanced Circuits. Advanced Circuits has been classified as held for sale at December 31, 2021.
Forward Looking Statements
Certain statements in this press release may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements as to our future performance or liquidity, such as expectations regarding our results of operations and financial condition, our 2022 Adjusted EBITDA, our 2022 Adjusted Earnings, our pending acquisitions and divestitures, and other statements with regard to the future performance of CODI. We may use words such as “plans,” “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “seek,” “look,” and similar expressions to identify forward-looking statements. The forward-looking statements contained in this press release involve risks and uncertainties. Actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere in CODI’s annual report on Form 10-K and its quarterly reports on Form 10-Q. Other factors that could cause actual results to differ materially include: changes in the economy, financial markets and political environment; risks associated with possible disruption in CODI’s operations or the economy generally due to terrorism, natural disasters, social, civil and political unrest or the COVID-19 pandemic; future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); general considerations associated with the COVID-19 pandemic and its impact on the markets in which we operate; disruption in the global supply chain, labor shortages and high labor costs; our business prospects and the prospects of our subsidiaries; the impact of, and ability to successfully complete and integrate, investments that we make or expect to make; the dependence of our future success on the general economy and its impact on the industries in which we operate; the ability of our subsidiaries to achieve their objectives; the adequacy of our cash resources and working capital; the timing of cash flows, if any, from the operations of our subsidiaries; and other considerations that may be disclosed from time to time in CODI’s publicly disseminated documents and filings. Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the date on which they are made. Although, except as required by law, CODI undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that CODI may make directly to you or through reports that it in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Compass Diversified Holdings
Condensed Consolidated Balance SheetsDecember 31, 2021 December 31, 2020 (in thousands) Assets Current assets Cash and cash equivalents $ 157,125 $ 60,023 Accounts receivable, net 268,262 206,728 Inventories, net 562,084 350,594 Prepaid expenses and other current assets 56,575 40,381 Current assets held-for-sale 99,423 17,136 Current assets of discontinued operations — 33,505 Total current assets 1,143,469 708,367 Property, plant and equipment, net 178,393 153,653 Goodwill and intangible assets, net 1,688,082 1,500,589 Other non-current assets 134,317 97,309 Non-current assets held-for-sale — 84,728 Non-current assets of discontinued operations — 53,872 Total assets $ 3,144,261 $ 2,598,518 Liabilities and stockholders’ equity Current liabilities Accounts payable and accrued expenses $ 295,206 $ 225,919 Due to related party 11,705 10,012 Other current liabilities 45,490 34,381 Current liabilities held-for-sale 29,127 9,169 Current liabilities of discontinued operations — 15,230 Total current liabilities 381,528 294,711 Deferred income taxes 84,344 67,836 Long-term debt 1,284,826 899,460 Other non-current liabilities 109,033 83,693 Non-current liabilities held-for-sale — 21,535 Non-current liabilities of discontinued operations — 11,135 Total liabilities 1,859,731 1,378,370 Stockholders' equity Total stockholders' equity attributable to Holdings 1,111,816 1,100,024 Noncontrolling interest 175,328 123,463 Noncontrolling interest held-for-sale (2,614 ) (7,175 ) Noncontrolling interest of discontinued operations — 3,836 Total stockholders' equity 1,284,530 1,220,148 Total liabilities and stockholders’ equity $ 3,144,261 $ 2,598,518 Compass Diversified Holdings
Consolidated Statements of OperationsThree months ended December 31, Year ended December 31, (in thousands, except per share data) 2021 2020 2021 2020 Net sales $ 536,612 $ 421,609 $ 1,841,668 $ 1,359,567 Cost of sales 334,202 265,902 1,115,711 864,602 Gross profit 202,410 155,707 725,957 494,965 Operating expenses: Selling, general and administrative expense 132,788 103,459 459,204 344,418 Management fees 12,814 11,063 46,943 33,749 Amortization expense 23,835 18,399 80,307 61,682 Operating income 32,973 22,786 139,503 55,116 Other income (expense): Interest expense, net (16,232 ) (13,647 ) (58,839 ) (45,769 ) Amortization of debt issuance costs (812 ) (659 ) (2,979 ) (2,454 ) Loss on debt extinguishment — — (33,305 ) — Other income (expense), net 600 (406 ) (1,184 ) (2,459 ) Net income before income taxes 16,529 8,074 43,196 4,434 Provision (benefit) for income taxes (3,777 ) 6,933 18,337 10,175 Income (loss) from continuing operations 20,306 1,141 24,859 (5,741 ) Income from discontinued operations, net of income tax 5,577 7,639 29,180 32,838 Gain on sale of discontinued operations 25 — 72,770 100 Net income 25,908 8,780 126,809 27,197 Less: Net income (loss) attributable to noncontrolling interest 2,745 (492 ) 7,740 (480 ) Less: Net income from discontinued operations attributable to noncontrolling interest 1,075 906 4,517 4,897 Net income attributable to Holdings $ 22,088 $ 8,366 $ 114,552 $ 22,780 Basic income (loss) per common share attributable to Holdings Continuing operations $ (0.14 ) $ (0.15 ) $ (0.76 ) $ (0.72 ) Discontinued operations 0.06 0.09 1.49 0.38 $ (0.08 ) $ (0.06 ) $ 0.73 $ (0.34 ) Basic weighted average number of common shares outstanding 66,623 64,900 65,362 63,151 Cash distributions declared per Trust common share $ 0.25 $ 0.36 $ 2.21 $ 1.44 Compass Diversified Holdings
Net Income (Loss) to Non-GAAP Adjusted Earnings - 2021
(Unaudited)Three months ended Year ended (in thousands) March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 December 31, 2021 Net income (loss) $ 21,996 $ (11,251 ) $ 90,156 $ 25,908 $ 126,809 Gain on sale of discontinued operations, net of tax — — 72,745 25 72,770 Income from discontinued operations, net of tax 8,914 10,357 4,332 5,577 29,180 Net income (loss) from continuing operations $ 13,082 $ (21,608 ) $ 13,079 $ 20,306 $ 24,859 Less: income from continuing operations attributable to noncontrolling interest 1,903 1,967 1,125 2,745 7,740 Net income (loss) attributable to Holdings - continuing operations $ 11,179 $ (23,575 ) $ 11,954 $ 17,561 $ 17,119 Less: Distributions paid - Preferred Shares (6,045 ) (6,046 ) (6,045 ) (6,045 ) (24,181 ) Less: Held-for-sale corporate tax impact — — — (12,119 ) (12,119 ) Add: Amortization expense - intangibles and inventory step-up 18,589 18,837 19,047 26,596 83,069 Add: Loss on debt extinguishment — 33,305 — — 33,305 Add: Stock compensation expense 2,640 2,716 2,768 2,817 10,941 Add: Acquisition expenses 299 11 1,866 1,415 3,591 Add: Integration services fees 1,600 1,600 1,100 563 4,863 Add (less): Other (2,101 ) 1,032 460 1,709 1,100 Adjusted earnings $ 26,161 $ 27,880 $ 31,150 $ 32,497 $ 117,688 Compass Diversified Holdings
Net Income (Loss) to Non-GAAP Adjusted Earnings - 2020
(Unaudited)Three months ended Year ended (in thousands) March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 December 31, 2020 Net income (loss) $ 4,880 $ (7,366 ) $ 20,903 $ 8,780 $ 27,197 Gain on sale of discontinued operations, net of tax — — 100 — 100 Income from discontinued operations, net of tax 6,916 8,715 9,568 7,639 32,838 Net income (loss) from continuing operations $ (2,036 ) $ (16,081 ) $ 11,235 $ 1,141 $ (5,741 ) Less: income (loss) from continuing operations attributable to noncontrolling interest 211 (468 ) 269 (492 ) (480 ) Net income (loss) attributable to Holdings - continuing operations $ (2,247 ) $ (15,613 ) $ 10,966 $ 1,633 $ (5,261 ) Less: Distributions paid - Preferred Shares (5,542 ) (6,045 ) (6,046 ) (6,045 ) (23,678 ) Add: Amortization expense - intangibles and inventory step-up 13,421 17,710 16,533 19,881 67,545 Add: Loss on debt extinguishment — — — — — Add: Stock compensation expense 1,924 1,760 2,038 2,749 8,471 Add: Acquisition expenses — 2,042 273 2,517 4,832 Add: Integration services fees — — 500 1,625 2,125 Add (less): Other — 595 — 326 921 Adjusted earnings $ 7,556 $ 449 $ 24,264 $ 22,686 $ 54,955 Compass Diversified Holdings
Adjusted Earnings to Adjusted EBITDA
(Unaudited)Three months ended Year ended (in thousands) March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 December 31, 2021 Adjusted earnings $ 26,161 $ 27,880 $ 31,150 $ 32,497 $ 117,688 Add: Depreciation 8,557 8,945 9,854 9,980 37,336 Income taxes 5,308 8,344 8,462 (3,777 ) 18,337 Held-for-sale tax impact - corporate — — — 12,119 12,119 Interest expense, net 13,805 14,947 13,855 16,232 58,839 Amortization of debt issuance 686 722 759 812 2,979 Management fees 10,798 11,058 12,273 12,814 46,943 Noncontrolling interest 1,903 1,967 1,125 2,745 7,740 Preferred distributions 6,045 6,046 6,045 6,045 24,181 Other expense (income) 2,228 642 (1,086 ) (600 ) 1,184 Adjusted EBITDA $ 75,491 $ 80,551 $ 82,437 $ 88,867 $ 327,346 Three months ended Year ended (in thousands) March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 December 31, 2020 Adjusted earnings $ 7,556 $ 449 $ 24,264 $ 22,686 $ 54,955 Add: Depreciation 7,334 7,628 7,852 8,317 31,131 Income taxes (1,744 ) 5,648 (662 ) 6,933 10,175 Interest expense, net 8,597 11,174 12,351 13,647 45,769 Amortization of debt issuance 525 610 660 659 2,454 Management fees 8,369 4,909 9,408 11,063 33,749 Noncontrolling interest 211 (468 ) 269 (492 ) (480 ) Preferred distributions 5,542 6,045 6,046 6,045 23,678 Other expense (income) (661 ) 2,373 341 406 2,459 Adjusted EBITDA $ 35,729 $ 38,368 $ 60,529 $ 69,264 $ 203,890 Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated EBITDA Reconciliation
Year ended December 31, 2021
(Unaudited)Corporate 5.11 BOA Ergo Lugano Marucci Sports Velocity Outdoor Altor Solutions Arnold Sterno Consolidated Net income from continuing operations (1) $ (72,624 ) $ 20,152 $ 21,178 $ 5,079 $ 5,239 $ 10,232 $ 23,035 $ 7,871 $ 5,013 $ (316 ) $ 24,859 Adjusted for: Provision for income taxes (12,119 ) 6,905 3,559 2,018 2,094 3,070 6,237 2,619 1,345 2,609 18,337 Interest expense, net 58,639 16 — — 9 5 165 (1 ) 6 — 58,839 Intercompany interest (66,765 ) 11,868 8,581 1,960 2,450 3,110 7,461 7,558 5,455 18,322 — Loss on debt extinguishment 33,305 — — — — — — — — — 33,305 Depreciation and amortization 1,025 22,355 20,279 8,435 4,757 8,634 12,704 12,938 8,888 23,369 123,384 EBITDA (58,539 ) 61,296 53,597 17,492 14,549 25,051 49,602 30,985 20,707 43,984 258,724 Other (income) expense (284 ) 125 377 — 16 (119 ) 2,573 (323 ) 8 (1,189 ) 1,184 Non-controlling shareholder compensation — 2,428 2,194 1,693 190 1,101 1,020 1,035 38 1,242 10,941 Acquisition expenses 39 — — — 1,827 971 — 444 310 — 3,591 Integration services fee — — 3,300 — 563 1,000 — — — — 4,863 Other 1,132 273 — — — 1,000 (2,300 ) — — 995 1,100 Management fees 41,505 1,000 1,000 500 188 500 500 750 500 500 46,943 Adjusted EBITDA $ (16,147 ) $ 65,122 $ 60,468 $ 19,685 $ 17,333 $ 29,504 $ 51,395 $ 32,891 $ 21,563 $ 45,532 $ 327,346 (1) Net income from continuing operations does not include income from discontinued operations for the twelve months ended December 31, 2021.
Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated EBITDA Reconciliation
Year ended December 31, 2020
(Unaudited)Corporate 5.11 BOA Ergo Marucci Sports Velocity Outdoor Altor Solutions Arnold Sterno Consolidated Net income (loss) from continuing operations (1) $ (28,931 ) $ 12,356 $ (2,640 ) $ 725 (4,785 ) $ 11,161 $ 6,092 $ (3,539 ) $ 3,820 $ (5,741 ) Adjusted for: Provision (benefit) for income taxes — 1,808 (535 ) 2,033 (1,390 ) 3,560 2,554 (198 ) 2,343 10,175 Interest expense, net 45,610 19 — — 7 131 — — 1 45,768 Intercompany interest (61,123 ) 14,085 2,043 2,405 1,843 8,915 7,084 5,730 19,018 — Depreciation and amortization 838 21,483 5,589 8,199 10,203 12,781 12,722 6,805 22,510 101,130 EBITDA (43,606 ) 49,751 4,457 13,362 5,878 36,548 28,452 8,798 47,692 151,332 Other (income) expense — 1,420 39 — (42 ) 931 (38 ) 9 140 2,459 Non-controlling shareholder compensation — 2,489 469 1,156 634 1,549 1,028 (20 ) 1,166 8,471 Acquisition expenses — — 2,517 — 2,042 — 273 — — 4,832 Integration services fees — — 1,125 — 1,000 — — — — 2,125 Other 324 — — 598 — — — — — 922 Management fees 29,402 1,000 250 500 347 500 750 500 500 33,749 Adjusted EBITDA (2) $ (13,880 ) $ 54,660 $ 8,857 $ 15,616 $ 9,859 $ 39,528 $ 30,465 $ 9,287 $ 49,498 $ 203,890 (1) Net income (loss) from continuing operations does not include income from discontinued operations for the twelve months ended December 31, 2020.
(2) As a result of the sale of Liberty Safe in August 2021, and the classification of ACI as Held for Sale at December 31, 2021, Adjusted EBITDA for the twelve months ended December 31, 2020 does not include $19.0 million in Adjusted EBITDA from Liberty and $26.3 million in Adjusted EBITDA from ACI.
Compass Diversified Holdings
Adjusted EBITDA
(Unaudited)Three months ended December 31, Year ended December 31, (in thousands) 2021 2020 2021 2020 Branded Consumer 5.11 $ 17,787 $ 18,336 $ 65,122 $ 54,660 BOA (1) 14,147 8,857 60,468 8,857 Ergobaby 5,750 1,823 19,685 15,616 Lugano (2) 13,823 — 17,333 — Marucci Sports (3) 5,745 5,244 29,504 9,859 Velocity Outdoor 10,194 14,489 51,395 39,528 Total Branded Consumer $ 67,446 $ 48,749 $ 243,507 $ 128,520 Niche Industrial Altor Solutions 9,101 8,454 32,891 30,465 Arnold Magnetics 5,057 1,314 21,563 9,287 Sterno 12,842 14,654 45,532 49,498 Total Niche Industrial $ 27,000 $ 24,422 $ 99,986 $ 89,250 Corporate expense (5,578 ) (3,907 ) (16,147 ) (13,880 ) Total Adjusted EBITDA $ 88,867 $ 69,264 $ 327,346 $ 203,890 (1 ) The above results for BOA do not include management's estimate of Adjusted EBITDA, before our ownership, of $0.3 million and $24.5 million, respectively, for the three and twelve months ended December 31, 2020. BOA was acquired on October 16, 2020. (2 ) The above results for Lugano do not include management's estimate of Adjusted EBITDA, before our ownership, of $24.1 million for the twelve months ended December 31, 2021, and $7.3 million and $21.3 million, respectively, for the three and twelve months ended December 31, 2020. Lugano was acquired on September 3, 2021. (3 ) The above results for Marucci Sports do not include management's estimate of Adjusted EBITDA, before our ownership, of $3.9 million for the twelve months ended December 31, 2020. Marucci Sports was acquired on April 20, 2020. Compass Diversified Holdings
Net Sales to Pro Forma Net Sales Reconciliation
(unaudited)Three months ended December 31, Year ended December 31, (in thousands) 2021 2020 2021 2020 Net Sales $ 536,612 $ 421,609 $ 1,841,668 $ 1,359,567 Acquisitions (1) — 25,050 71,058 170,807 Pro Forma Net Sales $ 536,612 $ 446,659 $ 1,912,726 $ 1,530,374 (1) Acquisitions reflects the net sales for BOA, Lugano, and Marucci Sports and BOA on a pro forma basis as if we had acquired these businesses on January 1, 2020.
Compass Diversified Holdings
Subsidiary Pro Forma Net Sales
(unaudited)Three months ended December 31, Year ended December 31, (in thousands) 2021 2020 2021 2020 Branded Consumer 5.11 $ 123,954 $ 119,284 $ 444,963 $ 401,106 BOA (1) 45,117 29,192 165,150 106,365 Ergobaby 24,531 15,557 93,631 74,728 Lugano (1) 43,224 21,137 125,105 67,221 Marucci Sports (1) 31,838 18,633 118,166 65,941 Velocity Outdoor 64,535 67,756 270,426 215,996 Total Branded Consumer $ 333,199 $ 271,559 $ 1,217,441 $ 931,357 Niche Industrial Altor Solutions $ 57,635 $ 40,708 $ 180,217 $ 130,046 Arnold Magnetics 38,048 22,543 139,941 98,990 Sterno 107,730 111,849 375,127 369,981 Total Niche Industrial $ 203,413 $ 175,100 $ 695,285 $ 599,017 Total Subsidiary Net Sales $ 536,612 $ 446,659 $ 1,912,726 $ 1,530,374 (1) Net sales for BOA, Lugano and Marucci Sports are pro forma as if we had acquired these businesses on January 1, 2020.
Compass Diversified Holdings
Condensed Consolidated Cash FlowsThree months ended December 31, Year ended December 31, (in thousands) 2021 2020 2021 2020 Net cash provided by (used in) operating activities $ (13,097 ) $ 35,753 $ 134,051 $ 148,625 Net cash used in investing activities (115,067 ) (464,332 ) (317,496 ) (700,834 ) Net cash provided by financing activities 218,334 321,330 273,206 521,725 Foreign currency impact on cash 324 1,174 228 914 Net increase (decrease) in cash and cash equivalents 90,494 (106,075 ) 89,989 (29,570 ) Cash and cash equivalents - beginning of the period (1) 70,239 176,819 70,744 100,314 Cash and cash equivalents - end of the period $ 160,733 $ 70,744 $ 160,733 $ 70,744 (1) Includes cash from discontinued operations of $10.7 million at January 1, 2021 and $6.9 million at January 1, 2020, and cash from discontinued operations of $3.5 million at October 1, 2021 and $8.2 million at October 1, 2020.
Compass Diversified Holding Selected Financial Data - Cash Flows Three months ended December 31, Year ended December 31, (in thousands) 2021 2020 2021 2020 Changes in operating assets and liabilities $ (63,882 ) $ (6,147 ) $ (80,990 ) $ 2,420 Purchases of property and equipment $ (12,473 ) $ (9,977 ) $ (39,880 ) $ (28,812 ) Distributions paid - common shares $ (23,742 ) $ (23,364 ) $ (150,946 ) $ (89,856 ) Distributions paid - preferred shares $ (6,045 ) $ (6,045 ) $ (24,181 ) $ (23,678 ) Compass Diversified Holdings
Net Income to Adjusted EBITDA and Cash Flow Available for Distribution and Reinvestment
(unaudited)Three months ended December 31, Year ended December 31, (in thousands) 2021 2020 2021 2020 Net income $ 25,908 $ 8,780 $ 126,809 $ 27,197 Income from discontinued operations 5,577 7,639 29,180 32,838 Gain on sale of discontinued operations 25 — 72,770 100 Income (loss) from continuing operations $ 20,306 $ 1,141 $ 24,859 $ (5,741 ) Provision (benefit) for income taxes (3,777 ) 6,933 18,337 10,175 Income from continuing operations before income taxes $ 16,529 $ 8,074 $ 43,196 $ 4,434 Other income (expense), net (600 ) 406 1,184 2,459 Amortization of debt issuance costs 812 659 2,979 2,454 Loss on debt extinguishment — — 33,305 — Interest expense, net 16,232 13,647 58,839 45,769 Operating income $ 32,973 $ 22,786 $ 139,503 $ 55,116 Adjusted For: Depreciation 9,980 8,316 37,337 31,131 Amortization 26,596 19,882 83,068 67,545 Noncontrolling shareholder compensation 2,817 2,749 10,941 8,471 Acquisition expenses 1,415 2,517 3,591 4,832 Integration services fees 563 1,625 4,863 2,125 Management fees 12,814 11,063 46,943 33,749 Other 1,709 326 1,100 922 Adjusted EBITDA $ 88,867 $ 69,264 $ 327,346 $ 203,891 Interest at Corporate, net of unused fee (1) (15,840 ) (13,491 ) (57,323 ) (44,604 ) Management fees (12,814 ) (11,063 ) (46,943 ) (33,749 ) Capital expenditures (maintenance) (8,447 ) (6,212 ) (26,780 ) (15,786 ) Current tax expense (cash taxes) (2) (8,508 ) (2,469 ) (27,795 ) (9,510 ) Preferred share distributions (6,045 ) (6,045 ) (24,181 ) (23,678 ) Discontinued operations 6,090 6,386 35,049 34,854 Miscellaneous items (1,215 ) (377 ) (1,973 ) (772 ) Cash Flow Available for Distribution and Reinvestment ("CAD") $ 42,088 $ 35,993 $ 177,400 $ 110,646 (1 ) Interest expense at Corporate reflects consolidated interest expense less non-cash components such as the amortization of our bond premium. (2 ) Current tax expense is calculated by deducting the change in deferred tax from the statement of cash flows from the income tax provision on the statement of operations. Investor Relations: Media Contact: The IGB Group Joele Frank, Wilkinson Brimmer Katcher Leon Berman Jon Keehner/ Kate Thompson/ Lyle Weston 212-477-8438 212-355-4449 lberman@igbir.com