• Compass Diversified Reports Third Quarter 2021 Financial Results

    Source: Nasdaq GlobeNewswire / 28 Oct 2021 16:15:01   America/New_York

    Branded Consumer Performance Continues to Drive Strong Third Quarter Operating Results

    Raises Full Year Guidance

    WESTPORT, Conn., Oct. 28, 2021 (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, 2021.

    Third Quarter 2021 Highlights

    • Reported net sales of $488.2 million;
    • Reported net income of $90.2 million;
    • Reported non-GAAP Adjusted EBITDA of $90.0 million;
    • Reported Cash Provided by Operating Activities of $37.7 million, and non-GAAP Cash Flow Available for Distribution and Reinvestment (“CAD’) of $42.5 million;
    • Completed the election to treat Compass Diversified Holdings as a corporation for U.S. federal income tax purposes, effective September 1, 2021 (the “Election”);
    • Completed the sale of Liberty Safe for an enterprise value of $147.5 million and recorded a gain on the sale of $72.7 million;
    • Closed on the acquisition of Lugano Diamonds and Jewelry, Inc. (“Lugano Diamonds”) for an enterprise value of $256 million;
    • Paid a cash distribution of $0.36 per share on CODI's common shares in October 2021;
    • Paid a special cash distribution of $0.88 per share on CODI’s common shares in September 2021 to partially cover the taxable income incurred by shareholders in connection with the Election; and
    • Declared 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 (the “Preferred Distributions”). The Preferred Distributions are payable on October 30, 2021. The payment will occur on November 1, 2021, the next business day following the payment date.

    “CODI’s strong momentum continued in the third quarter as we generated outstanding results primarily due to heightened demand at our leading consumer brands,” said Elias Sabo, CEO of Compass Diversified. “With our permanent capital structure giving us flexibility through economic cycles, we have remained focused on building businesses for the future and supporting the brands we own. We are proud of our subsidiary teams, who have worked diligently to expertly navigate this current inflationary period by adeptly managing supply chains and prioritizing our customers, and believe they continue to be well positioned to grow.”

    Mr. Sabo continued, “Recently, we announced a series of compelling transactions, including the strategic divestment of Liberty Safe in August 2021, the anticipated sale of Advanced Circuits, and the acquisition of luxury goods brand Lugano Diamonds. We also acquired Plymouth Foam and Lizard Skins as complementary add-ons to our strong Altor and Marucci subsidiaries, respectively. We continue to succeed at identifying, acquiring and investing in a diversified group of leading consumer and industrial businesses, which we believe will drive sustainable, long-term value for our shareholders.”

    Operating Results

    Net sales for the quarter ended September 30, 2021, was $488.2 million, as compared to $387.7 million for the quarter ended September 30, 2020.

    Net income for the quarter ended September 30, 2021, was $90.2 million, as compared to $20.9 million for the quarter ended September 30, 2020. The increase in net income was primarily a result of the gain on the sale of Liberty Safe of $72.7 million.

    Adjusted EBITDA (see “Note Regarding Use of Non-GAAP Financial Measures” below) for the quarter ended September 30, 2021, was $90.0 million, as compared to $67.6 million for the quarter ended September 30, 2020. The increase in Adjusted EBITDA for the third quarter of 2021, as compared to prior year period, was primarily a result of our 2020 acquisition of BOA, as well as strong performance by our branded consumer companies.

    Liquidity and Capital Resources

    For the quarter ended September 30, 2021, CODI reported Cash Provided by Operating Activities of $37.7 million, as compared to Cash Provided by Operating Activities of $24.5 million for the quarter ended September 30, 2020.

    CODI reported CAD (see “Note Regarding Use of Non-GAAP Financial Measures” below) of $42.5 million for the quarter ended September 30, 2021, as compared to $43.5 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 $1.1 billion since going public in 2006.

    CODI's weighted average number of shares outstanding for the quarter ended September 30, 2021 was 65.0 million, and for the quarter ended September 30, 2020 was 64.9 million.

    As of September 30, 2021, CODI had approximately $70.2 million in cash and cash equivalents, $134.0 million outstanding on its revolver and $1.0 billion outstanding in 5.250% Senior Notes due 2029.

    The Company has no significant debt maturities until 2026 and had net borrowing availability of $465.0 million on September 30, 2021 under its revolving credit facility.

    Third Quarter 2021 Distributions

    On October 5, 2021, 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, 2021 to all holders of record of common shares as of October 15, 2021.

    Additionally, CODI’s Board of Directors declared a Special Distribution of $0.88 per share on the Trust’s common shares paid on September 7, 2021 to all holders of record of Common Shares as of the close of business on August 31, 2021 which was intended to partially cover the taxable income incurred by those shareholders in connection with the Election.

    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, 2021, up to, but excluding, October 30, 2021. The distribution for such period is payable on October 30, 2021 to all holders of record of Series A Preferred Shares as of October 15, 2021. The payment will occur on November 1, 2021, 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, 2021, up to, but excluding, October 30, 2021. The distribution for such period is payable on October 30, 2021 to all holders of record of Series B Preferred Shares as of October 15, 2021. The payment will occur on November 1, 2021, 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, 2021, up to, but excluding, October 30, 2021. The distribution for such period is payable on October 30, 2021 to all holders of record of Series C Preferred Shares as of October 15, 2021. The payment will occur on November 1, 2021, the next business day following the payment date.

    Guidance Update

    As a result of the strong financial performance in the first nine months of the year, as well as the Company’s expectations for the remainder of 2021, the Company expects its current subsidiaries to produce consolidated Adjusted EBITDA (see “Note Regarding Use of Non-GAAP Financial Measures” below) for the full calendar year of 2021 of between $380 million and $390 million pro forma for the sale of Liberty Safe and the acquisition of Lugano Diamonds. This estimate is based on the summation of our expectations for our current subsidiaries in 2021, absent additional acquisitions or divestitures, and excludes corporate expenses such as interest expense, management fees and corporate overhead. In addition, our Payout Ratio (see “Note Regarding Use of Non-GAAP Financial Measures” below), defined as our prior year's annual distribution to common shareholders, excluding the special distribution paid in September 2021 as a result of the tax reclassification, divided by our 2021 estimate for CAD, is anticipated to improve from the previous range and be better than 55%.

    Conference Call

    Management will host a conference call on Thursday, October 28, 2021 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 209658. 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 November 4, 2021. 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 702041.

    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 Provided by Operating Activities on the attached schedules. We consider Net Income (Loss) and Cash Flow Provided by 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 2021 Adjusted EBITDA or 2021 Payout Ratio (which requires an estimate of 2021 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 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).

    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 2021, our 2021 Total Adjusted EBITDA, 2021 Payout Ratio and 2021 CAD, our pending acquisitions and divestitures, and our ability to meet existing obligations and quarterly distributions as well as other statements with regard to the future performance of CODI and the impact of our change in tax classification. 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, its quarterly reports on Form 10-Q and in other filings made with the Securities and Exchange Commission (the “SEC”). Other factors that could cause actual results to differ materially include, but are not limited to, 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; 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; future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); disruption in the global supply chain, labor shortages and high labor costs; our business prospects and the prospects of our portfolio companies; 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 portfolio companies 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 portfolio companies; and other considerations that may be disclosed from time to time in CODI’s publicly disseminated documents and filings.

    We may use words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “seek,” “look,” and similar expressions to identify forward-looking statements. 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, current reports on Form 8-K, proxy statements and other filings with the SEC.

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



    Compass Diversified Holdings
    Consolidated Statements of Operations
    (Unaudited)

            
     Three months ended September 30, Nine months ended September 30,
    (in thousands, except per share data)2021 2020 2021 2020
    Net sales$488,158  $387,717  $1,372,266  $1,005,380 
    Cost of sales296,027  242,045  818,307  635,763 
    Gross profit192,131  145,672  553,959  369,617 
    Operating expenses:       
    Selling, general and administrative expense118,818  90,785  337,815  252,448 
    Management fees12,398  9,534  34,504  23,061 
    Amortization expense19,056  15,222  56,502  43,506 
    Operating income 41,859  30,131  125,138  50,602 
    Other income (expense):       
    Interest expense, net(13,855) (12,351) (42,607) (32,122)
    Amortization of debt issuance costs(759) (660) (2,167) (1,795)
    Loss on debt extinguishment    (33,305)  
    Other income (expense), net1,031  (450) (1,906) (2,178)
    Net income before income taxes28,276  16,670  45,153  14,507 
    Provision for income taxes9,556  396  24,662  6,120 
    Income from continuing operations18,720  16,274  20,491  8,387 
    Income (loss) from discontinued operations, net of income tax(1,309) 4,529  7,665  9,930 
    Gain on sale of discontinued operations72,745  100  72,745  100 
    Net income 90,156  20,903  100,901  18,417 
    Less: Net income attributable to noncontrolling interest2,201  1,395  7,915  3,377 
    Less: Net income (loss) from discontinued operations attributable to noncontrolling interest(145) 322  522  626 
    Net income attributable to Holdings$88,100  $19,186  $92,464  $14,414 
            
    Basic income (loss) per common share attributable to Holdings       
    Continuing operations$(0.13) $0.02  $(0.46) $(0.46)
    Discontinued operations1.10  0.06  1.23  0.13 
     $0.97  $0.08  $0.77  $(0.33)
            
    Basic weighted average number of common shares outstanding65,008  64,900  64,936  62,556 
            
    Cash distributions declared per Trust common share$1.24  $0.36  $1.96  $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) 2021 2020 2021 2020
             
    Net Sales $488,158  $387,717  $1,372,266  $1,005,380 
    Acquisitions (1) 18,676  41,024  71,058  145,757 
    Pro Forma Net Sales $506,834  $428,741  $1,443,324  $1,151,137 

    (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 Net Sales
    (unaudited)
           
      Three months ended September 30, Nine months ended September 30,
    (in thousands) 2021 2020 2021 2020
             
    Branded Consumer        
    5.11 $111,099  $98,406  $321,009  $281,822 
    BOA (1) 39,496  26,141  120,033  77,173 
    Ergobaby 19,816  19,478  69,100  59,171 
    Lugano (1) 29,499  14,883  81,881  46,084 
    Marucci Sports (1) 25,040  19,551  86,328  47,307 
    Velocity Outdoor 76,901  70,629  205,891  148,240 
    Total Branded Consumer $301,851  $249,088  $884,242  $659,797 
             
    Niche Industrial        
    Advanced Circuits $23,182  $22,771  $67,209  $67,423 
    Altor Solutions 44,122  36,526  122,582  89,338 
    Arnold Magnetics 36,852  22,619  101,893  76,447 
    Sterno 100,827  97,737  267,398  258,132 
    Total Niche Industrial $204,983  $179,653  $559,082  $491,340 
             
    Total Subsidiary Net Sales $506,834  $428,741  $1,443,324  $1,151,137 

    (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
    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)2021 2020 2021 2020
    Net income $90,156  $20,903  $100,901  $18,417 
    Income (loss) from discontinued operations(1,309) 4,529  7,665  9,930 
    Gain on sale of discontinued operations72,745  100  72,745  100 
    Income from continuing operations$18,720  $16,274  $20,491  $8,387 
    Provision for income taxes9,556  396  24,662  6,120 
    Income from continuing operations before income taxes$28,276  $16,670  $45,153  $14,507 
    Other expense, net(1,031) 450  1,906  2,178 
    Amortization of debt issuance costs759  660  2,167  1,795 
    Loss on debt extinguishment    33,305   
    Interest expense, net13,855  12,351  42,607  32,122 
    Operating income $41,859  $30,131  $125,138  $50,602 
    Adjusted For:       
    Depreciation10,371  8,378  28,896  24,459 
    Amortization19,056  16,602  56,502  47,886 
    Noncontrolling shareholder compensation2,893  2,164  8,496  6,094 
    Acquisition expenses1,866  273  2,176  2,315 
    Integration services fees1,100  500  4,300  500 
    Management fees12,398  9,534  34,504  23,061 
    Other459  (1) (609) 597 
    Adjusted EBITDA$90,002  $67,581  $259,403  $155,514 
    Interest at Corporate, net of unused fee (1)(13,391) (12,015) (41,483) (31,113)
    Management fees(12,398) (9,534) (34,504) (23,061)
    Capital expenditures (maintenance)(8,062) (3,683) (18,926) (9,928)
    Current tax expense (cash taxes) (2)(8,684) 2,182  (22,074) (9,474)
    Preferred share distributions(6,045) (6,046) (18,136) (17,633)
    Discontinued operations2,035  4,802  11,790  10,743 
    Miscellaneous items(968) 174  (759) (395)
    Cash Flow Available for Distribution and Reinvestment ("CAD")$42,489  $43,461  $135,311  $74,653 


       
    (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.


    Compass Diversified Holdings
    Consolidated EBITDA
    Nine months ended September 30, 2021
    (Unaudited)
                             
      Corporate 5.11 BOA Ergo Lugano Marucci Sports Velocity Outdoor ACI Altor Solutions Arnold Sterno Consolidated
    Net income (1) $8,028  $14,318  $16,908  $3,071  $681  $9,485  $19,157  $10,366  $5,892  $3,839  $1,491  $93,236 
    Adjusted for:                        
    Provision 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, net 42,464  8        5  125      5    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 extinguishment 33,305                      33,305 
    Depreciation and amortization 642  16,762  15,033  6,377  70  6,377  9,489  1,658  9,022  5,822  16,313  87,565 
    EBITDA 31,205  44,688  40,426  12,319  1,603  20,677  39,738  20,055  22,856  15,856  31,952  281,375 
    Gain on sale of business (72,745)                     (72,745)
    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 expenses 39        1,827          310    2,176 
    Integration services fee     3,300      1,000            4,300 
    Other 1,085  273          (2,300)       333  (609)
    Management fees 30,133  750  750  375  58  375  375  375  563  375  375  34,504 
    Adjusted EBITDA $(10,569) $47,335  $46,321  $13,935  $3,510  $23,759  $41,201  $20,925  $23,790  $16,506  $32,690  $259,403 

    (1) Net income does not include income from discontinued operations for the nine months ended September 30, 2021.

    Compass Diversified Holdings
    Consolidated EBITDA
    Nine months ended September 30, 2020
    (Unaudited)
                         
      Corporate 5.11 Ergo Marucci Sports Velocity Outdoor ACI Altor Solutions Arnold Sterno Consolidated
    Net income (loss) (1) $(13,346) $5,515  $1,837  (5,344) $4,245  $10,980  $4,188  $(1,719) $2,131  $8,487 
    Adjusted for:                    
    Provision (benefit) for income taxes   (55) 2,265  (2,351) 1,386  2,878  1,891  (56) 162  6,120 
    Interest expense, net 31,971  43    6  102          32,122 
    Intercompany interest (48,681) 10,770  1,818  1,194  6,945  4,176  5,290  4,300  14,188   
    Depreciation and amortization 530  16,033  6,152  8,031  9,651  1,980  9,473  5,040  17,251  74,141 
    EBITDA (29,526) 32,306  12,072  1,536  22,329  20,014  20,842  7,565  33,732  120,870 
    Gain on sale of business (100)                 (100)
    Other (income) expense 3  1,398    (46) 1,048  126  (438) (1) 86  2,176 
    Non-controlling shareholder compensation   1,870  748  361  1,287  372  771  34  651  6,094 
    Acquisition expenses       2,042      273      2,315 
    Integration services fees       500            500 
    Other     598              598 
    Management fees 19,651  750  375  222  375  375  563  375  375  23,061 
    Adjusted EBITDA (2) $(9,972) $36,324  $13,793  $4,615  $25,039  $20,887  $22,011  $7,973  $34,844  $155,514 

    (1) Net income (loss) does not include income from discontinued operations for the nine months ended September 30, 2020.

    (2) As a result of the sale of Liberty Safe in August 2021, Adjusted EBITDA for the nine months ended September 30, 2020 does not include $13.9 million in Adjusted EBITDA from Liberty.

    Compass Diversified Holdings
    Adjusted EBITDA
    (unaudited)
             
      Three months ended September 30, Nine months ended September 30,
    (in thousands) 2021 2020 2021 2020
             
    Branded Consumer        
    5.11 $17,043  $14,945  $47,335  $36,324 
    BOA (1) 14,095    46,321   
    Ergobaby 2,848  4,856  13,935  13,793 
    Lugano (2) 3,510    3,510   
    Marucci Sports (3) 6,108  5,442  23,759  4,615 
    Velocity Outdoor 16,376  14,549  41,201  25,039 
    Total Branded Consumer $59,980  $39,792  $176,061  $79,771 
             
    Niche Industrial        
    Advanced Circuits $7,567  $7,052  $20,925  $20,887 
    Altor Solutions 8,972  8,780  23,790  22,011 
    Arnold Magnetics 6,708  1,319  16,506  7,973 
    Sterno 10,296  13,673  32,690  34,844 
    Total Niche Industrial $33,543  $30,824  $93,911  $85,715 
    Corporate expense (4) (3,520) (3,035) (10,569) (9,972)
    Total Adjusted EBITDA $90,002  $67,581  $259,403  $155,514 


    (1) The above results for BOA do not include management's estimate of Adjusted EBITDA, before our ownership, of $8.4 million and $24.5 million, respectively, for the three and nine months ended September 30, 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 $5.5 million and $24.1 million, respectively, for the three and nine months ended September 30, 2021, and $4.6 million and $14.0 million, respectively, for the three and nine months ended September 30, 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 nine months ended September 30, 2020. Marucci Sports was acquired on April 20, 2020.
       
    (4) 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)2021 2020
    Net cash provided by operating activities$147,148  $112,872 
    Net cash used in investing activities(202,429) (236,502)
    Net cash provided by financing activities54,872  200,395 
    Effect of foreign currency on cash(96) (260)
    Net (decrease) increase in cash and cash equivalents(505) 76,505 
    Cash and cash equivalents — beginning of period70,744  100,314 
    Cash and cash equivalents — end of period$70,239  $176,819 
        

    Compass Diversified Holdings
    Consolidated Table of Cash Flow Available for Distribution and Reinvestment
    (unaudited)

     Three months ended September 30, Nine months ended September 30,
    (in thousands)2021 2020 2021 2020
    Net income$90,156  $20,903  $100,901  $18,417 
    Adjustments to reconcile net income to net cash provided by operating activities:       
    Depreciation and amortization29,595  25,392  86,474  73,578 
    Gain on sale of business(72,745) (100) (72,745) (100)
    Amortization of debt issuance costs and premium759  577  2,084  1,656 
    Loss on debt extinguishment    33,305   
    Noncontrolling stockholder charges2,895  2,171  8,513  6,116 
    Provision for reserves1,083  1,855  4,609  4,374 
    Other(1,489) 621  541  1,776 
    Deferred taxes541  2,581  2,256  (3,352)
    Changes in operating assets and liabilities(13,081) (29,458) (18,790) 10,407 
    Net cash provided by operating activities37,714  24,542  147,148  112,872 
    Plus:       
    Unused fee on revolving credit facility464  420  1,207  1,148 
    Successful acquisition costs1,866  273  2,176  2,315 
    Integration services fee (1)1,100  500  4,300  500 
    Changes in operating assets and liabilities13,081  29,458  18,790   
    Other (3) 2,415      
    Less:       
    Maintenance capital expenditures (2)8,106  3,829  19,063  10,366 
    Changes in operating assets and liabilities      10,407 
    Preferred share distributions6,045  6,046  18,136  17,633 
    Other (3)  1,857  1,111  3,776 
    CAD$42,489  $43,461  $135,311  $74,653 
            
    Distribution paid in April 2021/ 2020$  $  $23,364  $21,564 
    Distribution paid in July 2021/ 2020    23,364  23,364 
    Distribution paid in October 2021/ 2020 (4)23,742  23,364  23,742  23,364 
     $23,742  $23,364  $70,470  $68,292 

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

    (2) 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 $3.2 million and $4.1 million, respectively, for the three months ended September 30, 2021 and 2020, and $10.1 million and $9.7 million, respectively, for the nine months ended September 30, 2021 and 2020.

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

    (4) The Company paid a special distribution of $57.1 million to Trust common shareholders of record on August 31, 2021 related to the tax reclassification of the Trust.

    Compass Diversified Holdings
    Maintenance Capital Expenditures
    (unaudited)
           
      Three months ended September 30, Nine months ended September 30,
    (in thousands) 2021 2020 2021 2020
    Branded Consumer        
    5.11 $1,032  $113  $1,900  $897 
    BOA 242    835   
    Ergobaby   250    374 
    Liberty (1) 43  146  137  438 
    Lugano 32    32   
    Marucci Sports 2,292  169  4,096  220 
    Velocity Outdoor 1,059  1,070  3,146  2,743 
    Total Branded Consumer $4,700  $1,748  $10,146  $4,672 
             
    Niche Industrial        
    Advanced Circuits $112  $261  $594  $354 
    Altor Solutions 859  543  2,112  1,518 
    Arnold Magnetics 1,996  1,131  4,217  2,761 
    Sterno Group 439  146  1,994  1,061 
    Total Niche Industrial $3,406  $2,081  $8,917  $5,694 
             
    Total maintenance capital expenditures $8,106  $3,829  $19,063  $10,366 

    (1) Through the date of sale, August 2, 2021.

    Compass Diversified Holdings
    Condensed Consolidated Balance Sheets

        
     September 30, 2021 December 31, 2020
    (in thousands)(unaudited)  
    Assets   
    Current assets   
    Cash and cash equivalents$70,239  $66,402 
    Accounts receivable, net258,941  213,695 
    Inventories486,596  353,967 
    Prepaid expenses and other current assets48,585  40,798 
    Current assets of discontinued operations  33,505 
    Total current assets864,361  708,367 
    Property, plant and equipment, net169,507  163,118 
    Goodwill and intangible assets, net1,692,543  1,567,320 
    Other non-current assets113,882  105,840 
    Non-current assets of discontinued operations  53,873 
    Total assets$2,840,293  $2,598,518 
        
    Liabilities and stockholders’ equity   
    Current liabilities   
    Accounts payable and accrued expenses$298,081  $241,392 
    Due to related party11,771  10,137 
    Other current liabilities33,976  27,956 
    Current liabilities of discontinued operations  15,230 
    Total current liabilities343,828  294,715 
    Deferred income taxes84,613  81,726 
    Long-term debt1,122,721  899,460 
    Other non-current liabilities90,415  91,334 
    Non-current liabilities of discontinued operations  11,135 
    Total liabilities1,641,577  1,378,370 
    Stockholders' equity   
    Total stockholders' equity attributable to Holdings1,039,900  1,100,024 
    Noncontrolling interest158,816  116,288 
    Noncontrolling interest of discontinued operations  3,836 
    Total stockholders' equity1,198,716  1,220,148 
    Total liabilities and stockholders’ equity$2,840,293  $2,598,518 
        


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