|
|
|
|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
|
|
|
Delaware
|
|
57-6218917
|
(Jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
|
Delaware
|
|
20-3812051
|
(Jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
Sixty One Wilton Road
Second Floor
Westport, CT
|
|
06880
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Shares representing beneficial interests in Compass Diversified Holdings (“trust shares”)
|
|
New York Stock Exchange
|
|
|
|
Large accelerated filer
|
|
þ
|
Accelerated filer
|
|
¨
|
Non-accelerated filer
|
|
¨
|
Smaller reporting company
|
|
¨
|
|
|
|
Page
|
PART I
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
PART II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
PART III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
PART IV
|
|
|
Item 15.
|
•
|
the “Trust” and “Holdings” refer to Compass Diversified Holdings;
|
•
|
the “Company” refer to Compass Group Diversified Holdings LLC;
|
•
|
“businesses”, “operating segments”, “subsidiaries” and “reporting units” all refer to, collectively, the businesses controlled by the Company;
|
•
|
the “Manager” refer to Compass Group Management LLC (“CGM”);
|
•
|
the “initial businesses” refer to, collectively, Staffmark Holdings, Inc., Crosman Acquisition Corporation, Compass AC Holdings, Inc. and Silvue Technologies Group, Inc.;
|
•
|
the “2012 acquisition” refer to the acquisition of Arnold Magnetic Technologies;
|
•
|
the "2014 acquisitions" refer to, collectively, the acquisitions of Clean Earth Holdings, Inc. and Sterno Products;
|
•
|
the "2015 acquisition" refer to the acquisition of Fresh Hemp Foods Ltd. ("Manitoba Harvest")
|
•
|
the “2012 disposition” refer to the sale of HALO Branded Solutions.;
|
•
|
the "2015 dispositions" refer to, collectively, the sales of CamelBak Acquisition Corp. ("CamelBak") and AFM Holding Corp. ("American Furniture" or "AFM")
|
•
|
the “Trust Agreement” refer to the amended and restated Trust Agreement of the Trust dated as of April 25, 2007;
|
•
|
the “2011 Credit Facility” refer to the Credit Facility with a group of lenders led by TD Securities (USA) LLC (“TD Securities”) which provided for the 2011 Revolving Credit Facility and the 2011 Term Loan Facility;
|
•
|
the "2014 Credit Facility" refer to the credit agreement entered into on June 14, 2014 with a group of lenders led by Bank of America N.A. as administartive agent, which provides for a Revolving Credit Facility and a Term Loan;
|
•
|
the “2014 Revolving Credit Facility” refer to the $400 million Revolving Credit Facility provided by the 2014 Credit Facility that matures in June 2019;
|
•
|
the “2014 Term Loan” refer to the $325 million Term Loan Facility, provided by the 2014 Credit Facility that matures in June 2021;
|
•
|
the “LLC Agreement” refer to the fourth amended and restated operating agreement of the Company dated as of January 1, 2012;
|
•
|
“we”, “us” and “our” refer to the Trust, the Company and the businesses together.
|
•
|
our ability to successfully operate our businesses on a combined basis, and to effectively integrate and improve any future acquisitions;
|
•
|
our ability to remove our Manager and our Manager’s right to resign;
|
•
|
our trust and organizational structure, which may limit our ability to meet our dividend and distribution policy;
|
•
|
our ability to service and comply with the terms of our indebtedness;
|
•
|
our cash flow available for distribution and our ability to make distributions in the future to our shareholders;
|
•
|
our ability to pay the management fee, and profit allocation when due;
|
•
|
our ability to make and finance future acquisitions;
|
•
|
our ability to implement our acquisition and management strategies;
|
•
|
the regulatory environment in which our businesses operate;
|
•
|
trends in the industries in which our businesses operate;
|
•
|
changes in general economic or business conditions or economic or demographic trends in the United States and other countries in which we have a presence, including changes in interest rates and inflation;
|
•
|
environmental risks affecting the business or operations of our businesses;
|
•
|
our and our Manager’s ability to retain or replace qualified employees of our businesses and our Manager;
|
•
|
costs and effects of legal and administrative proceedings, settlements, investigations and claims; and
|
•
|
extraordinary or force majeure events affecting the business or operations of our businesses.
|
•
|
provide ongoing strategic and financial support for their businesses;
|
•
|
maintain a long-term outlook as to the ownership of those businesses where such an outlook is required for maximization of our shareholders’ return on investment; and
|
•
|
consummate transactions efficiently without being dependent on third-party transaction financing.
|
1)
|
CGI and its affiliates beneficially own approximately 14.6% of the Trust shares and is our single largest holder. Mr. Offenberg, our Chief Executive Officer, is not a director, officer or member of CGI or any of its affiliates.
|
2)
|
58.8% beneficially owned by certain persons who are employees and partners of our Manager. Mr. Day, the Chairman of our Board of Directors, CGI and the former founding partner of the Manager, are non-managing members.
|
3)
|
Mr. Offenberg is a partner of this entity.
|
4)
|
The Allocation Interests, which carry the right to receive a profit allocation, represent less than 0.1% equity interest in the Company.
|
•
|
there are fewer potential acquirers for these businesses;
|
•
|
third-party financing generally is less available for these acquisitions;
|
•
|
sellers of these businesses frequently consider non-economic factors, such as continuing board membership or the effect of the sale on their employees; and
|
•
|
these businesses are less frequently sold pursuant to an auction process.
|
•
|
recruiting and retaining talented managers to operate our businesses using structured incentive compensation programs, including non-controlling equity ownership, tailored to each business;
|
•
|
regularly monitoring financial and operational performance, instilling consistent financial discipline, and supporting management in the development and implementation of information systems to effectively achieve these goals;
|
•
|
assisting management in their analysis and pursuit of prudent organic growth strategies;
|
•
|
identifying and working with management to execute attractive external growth and acquisition opportunities;
|
•
|
assisting management in controlling and right-sizing overhead costs, particularly in the current challenging economic environment; and
|
•
|
forming strong subsidiary level boards of directors to supplement management in their development and implementation of strategic goals and objectives.
|
•
|
making selective capital investments to expand geographic reach, increase capacity, or reduce manufacturing costs of our businesses;
|
•
|
investing in product research and development for new products, processes or services for customers;
|
•
|
improving and expanding existing sales and marketing programs;
|
•
|
pursuing reductions in operating costs through improved operational efficiency or outsourcing of certain processes and products; and
|
•
|
consolidating or improving management of certain overhead functions.
|
•
|
leverage manufacturing and distribution operations;
|
•
|
leverage branding and marketing programs, as well as customer relationships;
|
•
|
add experienced management or management expertise;
|
•
|
increase market share and penetrate new markets; and
|
•
|
realize cost synergies by allocating the corporate overhead expenses of our businesses across a larger number of businesses and by implementing and coordinating improved management practices.
|
•
|
is an established North American based company;
|
•
|
maintains a significant market share in defensible industry niche (i.e., has a “reason to exist”);
|
•
|
has a solid and proven management team with meaningful incentives;
|
•
|
has low technological and/or product obsolescence risk; and
|
•
|
maintains a diversified customer and supplier base.
|
•
|
engages in a substantial level of internal and third-party due diligence;
|
•
|
critically evaluates the target management team;
|
•
|
identifies and assesses any financial and operational strengths and weaknesses of the target business;
|
•
|
analyzes comparable businesses to assess financial and operational performances relative to industry competitors;
|
•
|
actively researches and evaluates information on the relevant industry; and
|
•
|
thoroughly negotiates appropriate terms and conditions of any acquisition.
|
•
|
discounted cash flow analyses;
|
•
|
evaluation of trading values of comparable companies;
|
•
|
expected value matrices; and
|
•
|
examination of comparable recent transactions.
|
•
|
4 styles of baby carriers - $115 - $195
|
•
|
3 styles of Infant Inserts - $25 - $38
|
•
|
Stroller Travel System (includes Infant Car Seat, Car Seat Base, Stroller) - $980
|
•
|
Stroller - $660 - $1,150
|
•
|
O2 Hybrid Jogging Stroller - $620
|
•
|
Car Seats and Car Seat Base - $380 - $440
|
•
|
Bassinet Cradle - $295
|
•
|
Accessories - $25 - $195
|
•
|
Expand Liberty’s product line into the broader home and office safe market through current customers or new distribution strategies;
|
•
|
Further develop international distribution by entering new countries and expanding current limited presence in Canada, Mexico and Europe;
|
•
|
Enter the residential security market through a strategic partnership with a provider of residential security service solutions to provide a more complete physical and electronic security solution;
|
•
|
Acquire businesses within the premium home and gun safe industry and/or leverage Liberty’s platform into new products or channels; and
|
•
|
Offer additional accessory products to existing distribution networks
|
Product
|
Function/Benefit
|
Cool Pocket
™
|
Keeps documents 50% cooler than rest of safe
|
Integrated lighting system
|
Automatic on/off interior lights
|
Palusol Heat activated door
|
Seal expands seven times its size in fire
|
Liberty Tough Doors
|
Enhanced protection against side bolt prying
|
Marble gloss powder coat paint
|
Provides smooth glass finish
|
4 in 1 Flex storage system
|
Adjustable shelving configurations
|
Door panels
|
Pocket variety to store handguns and other items
|
Magnetic magazine mount
|
Ammunition storage that adhere to any surface
|
Bright view wand light kit
|
Provides better lighting solution.
|
Bow hanger
|
Allows bow to hang in safe
|
Safe Alert sensor
|
Monitors and alerts owners of temperatures inside the safe
|
•
|
Small-run PCBs
— These PCBs are typically manufactured for customers in research and development departments of original equipment manufacturers, or OEMs, and academic institutions. Small-run PCBs are manufactured to the specifications of the customer, within certain manufacturing guidelines designed to increase speed and reduce production costs. Prototyping is a critical stage in the research and development of new products. These small-runs are used in the design and launch of new electronic equipment and are typically ordered in volumes of 1 to 50 PCBs. Because the small-run is used primarily in the research and development phase of a new electronic product, the life cycle is relatively short and requires accelerated delivery time frames of usually less than five days and very high, error-free quality. Order, production and delivery time, as well as responsiveness with respect to each, are key factors for customers as PCBs are indispensable to their research and development activities.
|
•
|
Quick-Turn Production PCBs
— These PCBs are used for intermediate stages of testing for new products prior to full scale production. After a new product has successfully completed the small-run phase, customers undergo test marketing and other technical testing. This stage requires production of larger quantities of PCBs in a short period of time, generally 10 days or less, while it does not yet require high production volumes. This transition stage between low-volume small-run production and volume production is known as quick-turn production. Manufacturing specifications conform strictly to end product requirements and order quantities are typically in volumes of 10 to 500. Similar to small-run PCBs, response time remains crucial as the delivery of quick-turn PCBs can be a gating item in the development of electronic products. Orders for quick-turn production PCBs conform specifically to the customer’s exact end product requirements.
|
•
|
Volume Production PCBs
— These PCBs, which we sometimes refer to as “long lead” and “sub-contract” are used in the full scale production of electronic equipment and specifications conform strictly to end product requirements. Volume Production PCBs are ordered in large quantities, usually over 100 units, and response time is less important, ranging between 15 days to 10 weeks or more.
|
•
|
Increasing Customer Demand for Quick-Turn Production Services
— Rapid advances in technology are significantly shortening product life-cycles and placing increased pressure on OEMs to develop new products in shorter periods of time. In response to these pressures, OEMs invest heavily in research and development, which results in a demand for PCB companies that can offer engineering support and quick-turn production services to minimize the product development process.
|
•
|
Increasing Complexity of Electronic Equipment
— OEMs are continually designing more complex and higher performance electronic equipment, requiring sophisticated PCBs. To satisfy the demand for more advanced electronic products, PCBs are produced using exotic materials and increasingly have higher layer counts and greater component densities. Maintaining the production infrastructure necessary to manufacture PCBs of increasing complexity often requires significant capital expenditures and has acted to reduce the competitiveness of local and regional PCB manufacturers lacking the scale to make such investments.
|
•
|
Shifting of High Volume Production to Asia
— Asian based manufacturers of PCBs are capitalizing on their lower labor costs and are increasing their market share of volume production of PCBs used, for example, in high-volume consumer electronics applications, such as personal computers and cell phones. Asian based manufacturers have been generally unable to meet the lead time requirements for small-run or quick-turn PCB production or the volume production of the most complex PCBs. This “off shoring” of high-volume production orders has placed increased pricing pressure and margin compression on many small domestic manufacturers that are no longer operating at full capacity. Many of these small producers are choosing to cease operations, rather than operate at a loss, as their scale, plant design and customer relationships do not allow them to focus profitably on the small-run and quick-turn sectors of the market.
|
|
Gross Sales by Products and Services
(1)
|
Year Ended December 31,
|
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|
||||
|
Small-run Production
|
22.5
|
%
|
|
23.5
|
%
|
|
24.3
|
%
|
|
|
Quick-Turn Production
|
31.0
|
%
|
|
31.3
|
%
|
|
30.6
|
%
|
|
|
Volume Production (including assembly)
|
46.0
|
%
|
|
44.9
|
%
|
|
44.7
|
%
|
|
|
Third Party
|
0.5
|
%
|
|
0.3
|
%
|
|
0.4
|
%
|
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(1)
|
As a percentage of gross sales, exclusive of sale discounts.
|
•
|
Numerous Unique Orders Per Day
— For the year ended December 31, 2015, Advanced Circuits received on average over 300 customer orders per day. Due to the large quantity of orders received, Advanced Circuits is able to combine multiple orders in a single panel design prior to production. Through this process, Advanced Circuits is able to reduce the number of costly, labor intensive equipment set-ups required to complete several manufacturing orders. As labor represents the single largest cost of production, management believes this capability gives Advanced Circuits a unique advantage over other industry participants. Advanced Circuits maintains proprietary software that maximizes the number of units placed on any one panel design. A single panel set-up typically accommodates 1 to 12 orders. Further, as a “critical mass” of like orders is required to maximize the efficiency of this process, management believes Advanced Circuits is uniquely positioned as an efficient manufacturer of small-run and quick-turn PCBs.
|
•
|
Diverse Customer Base
— Advanced Circuits possesses a customer base with little industry or customer concentration exposure. During fiscal year ended December 31, 2015, Advanced Circuits did business with over 11,000 customers and added over 180 new customers per month. For each of the years ended December 31, 2015, 2014 and 2013, no customer represented over 2% of net sales.
|
•
|
Highly Responsive Culture and Organization
— A key strength of Advanced Circuits is its ability to quickly respond to customer orders and complete the production process. In contrast to many competitors that require a day or more to offer price quotes on small-run or quick-turn production, Advanced Circuits offers its customers quotes within seconds and the ability to place or track orders any time of day. In addition, Advanced Circuits’ production facility operates three shifts per day and is able to ship a customer’s product within 24 hours of receiving its order.
|
•
|
Proprietary FreeDFM.com Software
— Advanced Circuits offers its customers unique design verification services through its online FreeDFM.com tool. This tool, which was launched in 2002, enables customers to receive a free manufacturability assessment report, within minutes, resolving design problems before customers place their orders. The service is relied upon by many of Advanced Circuits’ customers to reduce design errors and minimize production costs. Beyond improved customer service, FreeDFM.com has the added benefit of improving the efficiency of Advanced Circuits’ engineers, as many routine design problems, which typically require an engineer’s time and attention to identify, are identified and sent back to customers automatically.
|
•
|
Established Partner Network
— Advanced Circuits has established third party production relationships with PCB manufacturers in North America and Asia. Through these relationships, Advanced Circuits is able to offer its customers a complete suite of products including those outside of its core production capabilities. Additionally, these relationships allow Advanced Circuits to outsource orders for volume production and focus internal capacity on higher margin, short lead time, production and quick-turn manufacturing.
|
|
|
Customer Distribution
|
|
|||||||
|
Industry Sector
|
2015
|
|
2014
|
|
2013
|
|
|||
|
Electrical Equipment and Components
|
23
|
%
|
|
22
|
%
|
|
24
|
%
|
|
|
Measuring Instruments
|
6
|
%
|
|
5
|
%
|
|
7
|
%
|
|
|
Electronics Manufacturing Services
|
25
|
%
|
|
24
|
%
|
|
22
|
%
|
|
|
Engineer Services
|
3
|
%
|
|
5
|
%
|
|
4
|
%
|
|
|
Industrial and Commercial Machinery
|
10
|
%
|
|
11
|
%
|
|
12
|
%
|
|
|
Business Services
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
|
Wholesale Trade-Durable Goods
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
|
Educational Institutions
|
15
|
%
|
|
14
|
%
|
|
12
|
%
|
|
|
Transportation Equipment
|
10
|
%
|
|
11
|
%
|
|
10
|
%
|
|
|
All Other Sectors Combined
|
6
|
%
|
|
6
|
%
|
|
7
|
%
|
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
•
|
PMAG – Permanent Magnet and Assemblies Group- High performance magnets and assemblies for precision motors/generators, Hall Effect sensor and beam focusing applications. PMAG also manufactures assemblies for the reprographic industry used in printing and copying systems.
|
•
|
Precision Thin Metals - Ultra thin gauge metal strip and foil products utilizing magnetic and non-magnetic alloys
|
•
|
Flexmag™ - Flexible bonded magnets for specialty advertising, industrial and medical applications.
|
•
|
Samarium Cobalt (SmCo)
– SmCo magnets are typically used in critical applications that require corrosion resistance or high temperature stability, such as motors, generators, actuators and sensors. Arnold markets its SmCo magnets under the trade name of RECOMA
®
.
|
•
|
Neodymium (Neo)
– Neo magnets offer the highest magnetic energy level of any material in the market. Applications include motors and generators, VCM’s, magnetic resonance imaging, sensors and loudspeakers.
|
•
|
AlNiCo
– The AlNiCo family of magnets remains a preferred material for many mission critical applications. Its favorable linear temperature characteristics, high magnetic flux density and good corrosion resistance are ideally suited for use in applications requiring magnetic stability.
|
•
|
Hard Ferrite
– Hard ferrite (ceramic) magnets were developed as a low cost alternative to metallic magnets (steel and AlNiCo). Although they exhibit lower energy when compared to other materials available today and are relatively brittle, ferrite magnets have gained acceptance due to their low price per magnetic output.
|
•
|
Injection Molded
– Injection molded magnets are a composite of various types of resin and magnetic powders. The physical and magnetic properties of the product depend on the raw materials, but are generally lower in magnetic strength and resemble plastics in their physical properties. However, a major benefit of the injection molding process is that magnet material can be injection or over-molded, eliminating subsequent manufacturing steps.
|
•
|
High precision magnetic rotors for use in electric motors and generators. Typically used in demanding applications such as aerospace, oil and gas exploration, energy recovery systems and under the hood automotive
|
•
|
Sealed pump couplings
|
•
|
Beam focusing assemblies such as traveling wave tubes
|
•
|
Oil & Gas NMR tools as well as pipeline inspection and down hole power generation
|
•
|
Hall effect sensor systems
|
•
|
Complex, multi-component, high-accuracy copier assemblies
|
•
|
Toner rolls
|
•
|
Toner and fuser assemblies
|
•
|
Electrical steels for hybrid propulsion systems, electric motors, and micro turbines
|
•
|
Security and product ID tags
|
•
|
Honeycomb structures for aerospace applications
|
•
|
Irradiation windows
|
•
|
Batteries
|
•
|
Military countermeasures
|
•
|
Extruded and calendared flexible rubber magnets with optional laminated printable substrates
|
•
|
Retail displays
|
•
|
Seals and enclosures
|
•
|
Signage for various advertising and promotions
|
•
|
Low Substitution Risk
– Arnold’s solutions are typically specified into its customers’ program designs through a co-development and qualification process that often takes 6-18 months. Arnold’s customers are typically contractors and component manufacturers whose products are integrated into end-customers’ applications. The high cost of failure, relatively low proportionate cost of magnets to the final product, sometimes lengthy testing and qualification process, and substantial upfront co-engineering investment required, represent significant barriers to customers changing solution providers such as Arnold.
|
•
|
Equipment and Processing
– Arnold’s existing base of production equipment has a significant estimated replacement cost. A new entrant could require as much as 2-3 years of lead time to match the process performance requirements, customization of equipment and material formulations necessary to effectively compete in the specialty magnet industry. Further, given the program nature of a majority Arnold’s sales, management estimates that it could take 5-10 years to build a sufficient book of business and base of institutional knowledge to generate positive cash flow out of a new manufacturing plant.
|
|
|
Customer Distribution
|
|
|||||||
|
Industry Sector
|
2015
|
|
2014
|
|
2013
|
|
|||
|
General industrial
|
27
|
%
|
|
27
|
%
|
|
26
|
%
|
|
|
Aerospace and defense
|
24
|
%
|
|
21
|
%
|
|
18
|
%
|
|
|
Advertising and promotion
|
13
|
%
|
|
12
|
%
|
|
13
|
%
|
|
|
Consumer and appliance
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
|
Energy
|
9
|
%
|
|
8
|
%
|
|
9
|
%
|
|
|
Automotive
|
8
|
%
|
|
9
|
%
|
|
8
|
%
|
|
|
Medical
|
3
|
%
|
|
2
|
%
|
|
2
|
%
|
|
|
Reprographic
|
11
|
%
|
|
16
|
%
|
|
19
|
%
|
|
|
All Other Sectors Combined
|
3
|
%
|
|
3
|
%
|
|
3
|
%
|
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
•
|
Thomas & Skinner
|
•
|
Magnum Magnetics
|
•
|
Electron Energy
|
•
|
Vacuumschmelze Gruner, Germany-based
|
|
Geographic location
|
2015
|
|
2014
|
|
2013
|
|
|||
|
North America
|
66
|
%
|
|
58
|
%
|
|
54
|
%
|
|
|
Europe
|
28
|
%
|
|
33
|
%
|
|
34
|
%
|
|
|
Asia Pacific
|
6
|
%
|
|
9
|
%
|
|
12
|
%
|
|
|
All Other Locations Combined
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
•
|
Thermal Desorption
|
◦
|
Primarily used to treat soil with high levels of volatile contaminants by heating it in a rotating dryer to volatilize and then subsequently destroy the contaminants
|
◦
|
The treated material then enters a soil conditioner (called a pugmill), where it is cooled and rehydrated
|
◦
|
Finally, the cooled soil is stockpiled, sampled, and tested by an independent certified laboratory to ensure effective treatment and fulfillment of reuse standards
|
◦
|
This treatment method is primarily used for soils that contain high levels of contaminants, such as soil from manufactured gas plant sites
|
•
|
Stabilization
of Dredged Material
|
◦
|
Dredged sediments are screened to remove large objects and excess water
|
◦
|
The remaining material is fed through a conveyor belt to a pugmill mixing system, where proprietary reagent admixtures are introduced
|
◦
|
The resulting material is valued for its geotechnical properties and is beneficially reused as fill material
|
•
|
Bioremediation
|
◦
|
Used to treat soil that is contaminated with petroleum hydrocarbons
|
◦
|
Involves inoculating the contaminated material with engineered bacteria and nutrients to break down the contaminants
|
◦
|
The bacteria consume and process the nutrients and the hydrocarbons thereby remediating the contaminants
|
•
|
Chemical Fixation
|
◦
|
Used for light to medium hydrocarbon and/or contaminated material impacted by light or heavy metals
|
◦
|
Soil is screened, and paired with chemical additives to formulate a chemically stable and geotechnically desirable material
|
•
|
Physical Treatment/Screening
|
◦
|
Special sizing and segregation processes remove unsuitable materials from inbound materials to meet site-specific geotechnical specifications
|
◦
|
The segregated material, often rock, can be mixed with other material for reuse or crushed to create aggregate material for resale
|
•
|
Permits
- Clean Earth maintains an extensive portfolio of regulatory permits, including 107 active permits and 140 permit modifications. Each facility maintains various local, state, and federal authorizations for the acceptance, treatment, and beneficial reuse of a wide variety of hazardous and nonhazardous materials, as well as all necessary air and water discharge permits required for operation. These permits are extremely difficult to obtain due to the complex navigation of multiple layers of regulation, lengthy and costly public review periods and typical public NIMBY opposition. Clean Earth maintains a large team of environmental, health and safety experts that have developed trusted relationships and credibility with local, state and federal regulatory agencies over the last 25 years.
|
•
|
Extensive Network
-
The Company’s extensive network of 14 permitted facilities is strategically located near major waste generation centers with an abundance of regulations governing waste treatment and disposal. Given transportation costs, the proximity of Clean Earth’s facilities to key markets and convenient access to rail, barge, and trucking transportation are significant competitive advantages that drive profitability. Furthermore, its maintenance of multiple backend beneficial reuse sites provides flexibility to direct volume to the most appropriate facilities based on available processing and placement capacity.
|
•
|
Powered Support Surfaces
- these are mattresses that can be used for therapy or prevention and typically use an electronic power source with air cylinders or a combination of air cylinders and foam. These products provide Alternating Pressure, Low Air Loss therapy, or Lateral Rotation.
|
•
|
Non-Powered Support Surfaces
- these are mattresses that have no powered elements. These products address the excessive pressure under a patient, but do not traditionally alternate pressure over various areas of the body. Non-powered surfaces are generally used for prevention rather than treatment and currently comprise the majority of support surfaces. Tridien manufactures a broad range of non-powered mattress systems using air, foam and gel. Non- powered support surfaces represented 52.2%, 60.6% and 52.7% of net sales in each of the years ended December 31, 2015, 2014 and 2013,
|
•
|
Positioning Devices
- these products are used to position patients during surgical procedures as well as to minimize the likelihood of pressure ulcer formation during those procedures. Tridien offers a complete range of foam positioning devices. Patient positioning devices represented 27.3%, 21.8% and 25.9% of net sales in each of the years ended December 31, 2015, 2014 and 2013, respectively.
|
•
|
restrictions on the Company’s ability to enter into certain transactions with our major shareholders, with the exception of our Manager, modeled on the limitation contained in Section 203 of the Delaware General Corporation Law, or DGCL;
|
•
|
allowing only the Company’s board of directors to fill newly created directorships, for those directors who are elected by our shareholders, and allowing only our Manager, as holder of a portion of the Allocation Interests, to fill vacancies with respect to the class of directors appointed by our Manager;
|
•
|
requiring that directors elected by our shareholders be removed, with or without cause, only by a vote of 85% of our shareholders;
|
•
|
requiring advance notice for nominations of candidates for election to the Company’s board of directors or for proposing matters that can be acted upon by our shareholders at a shareholders’ meeting;
|
•
|
having a substantial number of additional authorized but unissued shares that may be issued without shareholder action;
|
•
|
providing the Company’s board of directors with certain authority to amend the LLC Agreement and the Trust Agreement, subject to certain voting and consent rights of the holders of trust interests and Allocation Interests;
|
•
|
providing for a staggered board of directors of the Company, the effect of which could be to deter a proxy contest for control of the Company’s board of directors or a hostile takeover; and
|
•
|
limitations regarding calling special meetings and written consents of our shareholders.
|
•
|
maintain a minimum level of cash flow;
|
•
|
leverage new businesses we acquire to a minimum specified level at the time of acquisition;
|
•
|
keep our total debt to cash flow at or below a ratio of 3.5 to 1; and
|
•
|
make acquisitions that satisfy certain specified minimum criteria.
|
•
|
significant under performance relative to historical or projected future operating results;
|
•
|
significant changes in the manner of or use of the acquired assets or the strategy for our overall business;
|
•
|
significant negative industry or economic trends;
|
•
|
significant decline in our stock price for a sustained period;
|
•
|
changes in our organization or management reporting structure could result in additional reporting units, which may require alternative methods of estimating fair values or greater desegregation or aggregation in our analysis by reporting unit; and
|
•
|
a decline in our market capitalization below net book value.
|
|
|
Location
|
|
Square Feet
|
|
Ergobaby - Corporate
|
|
Los Angeles, CA
|
|
16,378
|
|
Orbit Baby
|
|
Newark, CA
|
|
20,000
|
|
Ergobaby
|
|
Pukalani, HI
|
|
2,907
|
|
Erbobaby Europe
|
|
Hamburg, Germany
|
|
2,410
|
|
Ergobaby France
|
|
Paris, France
|
|
4,680
|
|
Location
|
|
Sq. Ft.
|
|
Use
|
|
Marengo, IL
|
|
94,220
|
|
|
Office/Warehouse
|
Marietta, OH
|
|
81,000
|
|
|
Office/Warehouse
|
Marietta, OH
|
|
22,646
|
|
|
Warehouse
|
Marengo, IL
|
|
55,200
|
|
|
Office/Warehouse
|
Norfolk, NE
|
|
109,000
|
|
|
Office/Warehouse
|
Rochester, NY
|
|
73,000
|
|
|
Office/Warehouse
|
Ogallala, NE
|
|
25,000
|
|
|
Office/Warehouse
|
Bingham Farms, MI
|
|
675
|
|
|
Office
|
Guangdong Province, Peoples Republic of China
|
|
154,210
|
|
|
Office/Warehouse
|
Sheffield, England
|
|
25,000
|
|
|
Office/Warehouse
|
Lupfig, Switzerland
|
|
58,405
|
|
|
Office/Warehouse
|
Hanau, Germany
|
|
1,092
|
|
|
Office
|
Crolles, France
|
|
215
|
|
|
Office
|
Location (County, State)
|
|
Operation
|
|
Size
|
|
Leased or Owned
|
Montgomery, PA
|
|
Corporate Headquarters
|
|
16,669 sq. ft.
|
|
Leased
|
Butler, PA
|
|
Offices
|
|
7500 sq. ft.
|
|
Leased
|
Nassau, NY
|
|
Waste Brokerage
|
|
1,596 sq. ft.
|
|
Leased
|
Middlesex, NJ
|
|
Fixed Base Remediation
|
|
~ 16 acres
|
|
Leased
|
Hudson, NJ
|
|
Dredging Services
|
|
~ 7 acres
|
|
Leased
|
Hudson, NJ
|
|
RCRA TSDF
|
|
~ 14.5 acres
|
|
Owned/ Leased
|
Hudson, NJ
|
|
Dredging Services and Beneficial Reuse
|
|
~ 20 acres
|
|
Lease
|
Philadelphia, PA
|
|
Med. Temperature Thermal Desorption
|
|
8.5 acres
|
|
Owned
|
Bucks, PA
|
|
Med. Temperature Thermal Desorption
|
|
7.8 acres
|
|
Owned
|
Lycoming, PA
|
|
Drill Cuttings Stabilization
|
|
~ 2 acres
|
|
Leased
|
New Castle, DE
|
|
Med. Temperature Thermal Desorption
|
|
7.6 acres
|
|
Leased
|
Prince Georges, MD
|
|
Chemical Stabilization
|
|
42.49 acres
|
|
Owned
|
Washington, MD
|
|
Chemical Stabilization
|
|
13.67 acres
|
|
Owned
|
Glades, FL
|
|
Med. Temperature Thermal Desorption
|
|
11.29 acres
|
|
Owned
|
Camden, GA
|
|
Med. Temperature Thermal Desorption
|
|
2.92 acres
|
|
Owned
|
Marshall, KY
|
|
RCRA TSDF
|
|
~ 25.2 acres
|
|
Owned
|
Monongalia, WV
|
|
RCRA TSDF - Aerosol Recycling
|
|
~ 1 acres
|
|
Owned
|
Allegheny, PA
|
|
Transportation facility
|
|
~ 3500 sq. ft.
|
|
Leased
|
Quarter Ended
|
High
|
|
Low
|
|
Distribution
Declared
|
||||||
December 31, 2015
|
$
|
17.25
|
|
|
$
|
15.10
|
|
|
$
|
0.36
|
|
September 30, 2015
|
17.14
|
|
|
9.70
|
|
|
0.36
|
|
|||
June 30, 2015
|
17.53
|
|
|
15.90
|
|
|
0.36
|
|
|||
March 31, 2015
|
16.01
|
|
|
17.24
|
|
|
0.36
|
|
|||
December 31, 2014
|
18.45
|
|
|
15.89
|
|
|
0.36
|
|
|||
September 30, 2014
|
18.21
|
|
|
17.14
|
|
|
0.36
|
|
|||
June 30, 2014
|
17.86
|
|
|
15.99
|
|
|
0.36
|
|
|||
March 31, 2014
|
18.23
|
|
|
16.42
|
|
|
0.36
|
|
Data
|
June 30,
2006 |
|
September 30,
2006 |
|
December 31,
2006 |
||||||
Compass Diversified Holdings
|
$
|
94.88
|
|
|
$
|
102.73
|
|
|
$
|
117.00
|
|
NASDAQ Stock Market Index
|
$
|
97.44
|
|
|
$
|
101.31
|
|
|
$
|
108.35
|
|
NASDAQ Other Finance Index
|
$
|
94.03
|
|
|
$
|
104.02
|
|
|
$
|
107.59
|
|
NYSE Financial Sector Index
|
$
|
96.28
|
|
|
$
|
102.56
|
|
|
$
|
109.91
|
|
NYSE Composite Index
|
$
|
97.39
|
|
|
$
|
100.98
|
|
|
$
|
108.96
|
|
Data
|
March 31,
2007 |
|
June 30,
2007 |
|
September 30,
2007 |
|
December 31,
2007 |
||||||||
Compass Diversified Holdings
|
$
|
116.32
|
|
|
$
|
125.83
|
|
|
$
|
115.41
|
|
|
$
|
109.10
|
|
NASDAQ Stock Market Index
|
$
|
108.64
|
|
|
$
|
116.78
|
|
|
$
|
121.19
|
|
|
$
|
118.98
|
|
NASDAQ Other Finance Index
|
$
|
104.70
|
|
|
$
|
112.86
|
|
|
$
|
107.18
|
|
|
$
|
108.11
|
|
NYSE Financial Sector Index
|
$
|
108.12
|
|
|
$
|
110.18
|
|
|
$
|
106.81
|
|
|
$
|
95.51
|
|
NYSE Composite Index
|
$
|
110.42
|
|
|
$
|
117.71
|
|
|
$
|
119.69
|
|
|
$
|
116.13
|
|
Data
|
March 31,
2008 |
|
June 30,
2008 |
|
September 30,
2008 |
|
December 31,
2008 |
||||||||
Compass Diversified Holdings
|
$
|
98.39
|
|
|
$
|
87.54
|
|
|
$
|
109.45
|
|
|
$
|
90.41
|
|
NASDAQ Stock Market Index
|
$
|
102.24
|
|
|
$
|
102.86
|
|
|
$
|
93.84
|
|
|
$
|
70.75
|
|
NASDAQ Other Finance Index
|
$
|
86.86
|
|
|
$
|
85.52
|
|
|
$
|
90.56
|
|
|
$
|
57.91
|
|
NYSE Financial Sector Index
|
$
|
83.31
|
|
|
$
|
71.39
|
|
|
$
|
69.23
|
|
|
$
|
44.28
|
|
NYSE Composite Index
|
$
|
104.88
|
|
|
$
|
103.25
|
|
|
$
|
89.81
|
|
|
$
|
68.64
|
|
Data
|
March 31,
2009 |
|
June 30,
2009 |
|
September 30,
2009 |
|
December 31,
2009 |
||||||||
Compass Diversified Holdings
|
$
|
73.55
|
|
|
$
|
68.75
|
|
|
$
|
91.64
|
|
|
$
|
114.42
|
|
NASDAQ Stock Market Index
|
$
|
68.57
|
|
|
$
|
82.32
|
|
|
$
|
95.21
|
|
|
$
|
101.80
|
|
NASDAQ Other Finance Index
|
$
|
55.01
|
|
|
$
|
68.57
|
|
|
$
|
74.63
|
|
|
$
|
75.76
|
|
NYSE Financial Sector Index
|
$
|
33.01
|
|
|
$
|
44.86
|
|
|
$
|
56.70
|
|
|
$
|
54.32
|
|
NYSE Composite Index
|
$
|
59.39
|
|
|
$
|
70.40
|
|
|
$
|
82.39
|
|
|
$
|
85.66
|
|
|
|
|
|
|
|
|
|
||||||||
Data
|
March 31,
2010 |
|
June 30,
2010 |
|
September 30,
2010 |
|
December 31,
2010 |
||||||||
Compass Diversified Holdings
|
$
|
139.58
|
|
|
$
|
124.69
|
|
|
$
|
152.90
|
|
|
$
|
169.77
|
|
NASDAQ Stock Market Index
|
$
|
107.57
|
|
|
$
|
94.62
|
|
|
$
|
106.26
|
|
|
$
|
119.01
|
|
NASDAQ Other Finance Index
|
$
|
77.58
|
|
|
$
|
67.39
|
|
|
$
|
70.23
|
|
|
$
|
84.52
|
|
NYSE Financial Sector Index
|
$
|
58.00
|
|
|
$
|
49.31
|
|
|
$
|
53.76
|
|
|
$
|
57.05
|
|
NYSE Composite Index
|
$
|
88.80
|
|
|
$
|
77.13
|
|
|
$
|
86.81
|
|
|
$
|
94.95
|
|
|
|
|
|
|
|
|
|
||||||||
Data
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
||||||||
Compass Diversified Holdings
|
$
|
143.35
|
|
|
$
|
163.05
|
|
|
$
|
122.22
|
|
|
$
|
126.56
|
|
NASDAQ Stock Market Index
|
$
|
124.76
|
|
|
$
|
124.42
|
|
|
$
|
108.36
|
|
|
$
|
116.87
|
|
NASDAQ Other Finance Index
|
$
|
86.58
|
|
|
$
|
82.50
|
|
|
$
|
66.10
|
|
|
$
|
71.25
|
|
NYSE Financial Sector Index
|
$
|
59.27
|
|
|
$
|
56.77
|
|
|
$
|
43.78
|
|
|
$
|
46.75
|
|
NYSE Composite Index
|
$
|
100.21
|
|
|
$
|
99.18
|
|
|
$
|
80.97
|
|
|
$
|
89.14
|
|
|
|
|
|
|
|
|
|
||||||||
Data
|
March 31,
2012 |
|
June 30,
2012 |
|
September 30,
2012 |
|
December 31,
2012 |
||||||||
Compass Diversified Holdings
|
$
|
153.56
|
|
|
$
|
147.20
|
|
|
$
|
158.36
|
|
|
$
|
159.96
|
|
NASDAQ Stock Market Index
|
$
|
138.69
|
|
|
$
|
131.67
|
|
|
$
|
139.80
|
|
|
$
|
135.46
|
|
NASDAQ Other Finance Index
|
$
|
83.12
|
|
|
$
|
80.69
|
|
|
$
|
83.59
|
|
|
$
|
83.87
|
|
NYSE Financial Sector Index
|
$
|
55.18
|
|
|
$
|
51.30
|
|
|
$
|
54.71
|
|
|
$
|
58.85
|
|
NYSE Composite Index
|
$
|
97.85
|
|
|
$
|
93.02
|
|
|
$
|
98.37
|
|
|
$
|
100.67
|
|
|
|
|
|
|
|
|
|
||||||||
Data
|
March 31,
2013 |
|
June 30,
2013 |
|
September 30,
2013 |
|
December 31,
2013 |
||||||||
Compass Diversified Holdings
|
$
|
174.98
|
|
|
$
|
195.86
|
|
|
$
|
201.45
|
|
|
$
|
224.45
|
|
NASDAQ Stock Market Index
|
$
|
146.58
|
|
|
$
|
152.67
|
|
|
$
|
169.19
|
|
|
$
|
187.36
|
|
NASDAQ Other Finance Index
|
$
|
98.41
|
|
|
$
|
102.70
|
|
|
$
|
106.62
|
|
|
$
|
117.93
|
|
NYSE Financial Sector Index
|
$
|
63.14
|
|
|
$
|
65.10
|
|
|
$
|
68.66
|
|
|
$
|
73.10
|
|
NYSE Composite Index
|
$
|
108.58
|
|
|
$
|
108.65
|
|
|
$
|
114.71
|
|
|
$
|
124.00
|
|
|
|
|
|
|
|
|
|
||||||||
Data
|
March 31,
2014 |
|
June 30,
2014 |
|
September 30,
2014 |
|
December 31,
2014 |
||||||||
Compass Diversified Holdings
|
$
|
218.56
|
|
|
$
|
212.14
|
|
|
$
|
206.95
|
|
|
$
|
194.20
|
|
NASDAQ Stock Market Index
|
$
|
188.37
|
|
|
$
|
197.75
|
|
|
$
|
201.58
|
|
|
$
|
212.46
|
|
NASDAQ Other Finance Index
|
$
|
115.15
|
|
|
$
|
114.94
|
|
|
$
|
113.84
|
|
|
$
|
117.29
|
|
NYSE Financial Sector Index
|
$
|
73.30
|
|
|
$
|
75.02
|
|
|
$
|
74.39
|
|
|
$
|
77.17
|
|
NYSE Composite Index
|
$
|
125.52
|
|
|
$
|
130.90
|
|
|
$
|
127.60
|
|
|
$
|
129.23
|
|
|
|
|
|
|
|
|
|
||||||||
Data
|
March 31,
2015 |
|
June 30,
2015 |
|
September 30,
2015 |
|
December 31,
2015 |
||||||||
Compass Diversified Holdings
|
$
|
206.87
|
|
|
$
|
200.67
|
|
|
$
|
199.51
|
|
|
$
|
198.94
|
|
NASDAQ Stock Market Index
|
$
|
219.86
|
|
|
$
|
223.71
|
|
|
$
|
207.26
|
|
|
$
|
224.64
|
|
NASDAQ Other Finance Index
|
$
|
121.74
|
|
|
$
|
121.61
|
|
|
$
|
112.03
|
|
|
$
|
115.43
|
|
NYSE Financial Sector Index
|
$
|
75.83
|
|
|
$
|
76.67
|
|
|
$
|
70.13
|
|
|
$
|
72.55
|
|
NYSE Composite Index
|
$
|
129.94
|
|
|
$
|
128.82
|
|
|
$
|
116.84
|
|
|
$
|
120.93
|
|
|
|
|
|
||
Quarter Ended
|
Declaration Date
|
Payment Date
|
Distribution Per Share
|
||
December 31, 2015
|
January 7, 2016
|
January 29, 2016
|
$
|
0.36
|
|
September 30, 2015
|
October 7, 2015
|
October 29, 2015
|
$
|
0.36
|
|
June 30, 2015
|
July 9, 2015
|
July 29, 2015
|
$
|
0.36
|
|
March 31, 2015
|
April 9, 2015
|
April 29, 2015
|
$
|
0.36
|
|
December 31, 2014
|
January 8, 2015
|
January 28, 2015
|
$
|
0.36
|
|
September 30, 2014
|
October 7, 2014
|
October 30, 2014
|
$
|
0.36
|
|
June 30, 2014
|
July 10, 2014
|
July 30, 2014
|
$
|
0.36
|
|
March 31, 2014
|
April 10, 2014
|
April 30, 2014
|
$
|
0.36
|
|
December 31, 2013
|
January 9, 2014
|
January 30, 2014
|
$
|
0.36
|
|
September 30, 2013
|
October 10, 2013
|
October 30, 2013
|
$
|
0.36
|
|
June 30, 2013
|
July 10, 2013
|
July 30, 2013
|
$
|
0.36
|
|
March 31, 2013
|
April 9, 2013
|
April 30, 2013
|
$
|
0.36
|
|
|
Year ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
805,384
|
|
|
$
|
703,929
|
|
|
$
|
740,711
|
|
|
$
|
635,634
|
|
|
$
|
458,648
|
|
Cost of sales
|
551,511
|
|
|
484,749
|
|
|
504,549
|
|
|
434,912
|
|
|
295,329
|
|
|||||
Gross profit
|
253,873
|
|
|
219,180
|
|
|
236,162
|
|
|
200,722
|
|
|
163,319
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative
|
146,957
|
|
|
138,032
|
|
|
125,694
|
|
|
116,919
|
|
|
85,517
|
|
|||||
Supplemental put expense (reversal)
|
—
|
|
|
—
|
|
|
(45,995
|
)
|
|
15,995
|
|
|
11,783
|
|
|||||
Management fees
|
26,008
|
|
|
22,222
|
|
|
18,132
|
|
|
17,133
|
|
|
15,982
|
|
|||||
Amortization expense
|
30,529
|
|
|
24,842
|
|
|
20,601
|
|
|
20,837
|
|
|
16,794
|
|
|||||
Impairment expense
|
9,165
|
|
|
—
|
|
|
12,918
|
|
|
—
|
|
|
—
|
|
|||||
Operating income
|
41,214
|
|
|
34,084
|
|
|
104,812
|
|
|
29,838
|
|
|
33,243
|
|
|||||
Gain on deconsolidation of subsidiary
|
—
|
|
|
264,325
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on equity method investment
|
4,533
|
|
|
11,029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
322
|
|
|
272,305
|
|
|
62,884
|
|
|
(13,142
|
)
|
|
1,758
|
|
|||||
Income (loss) and gain (loss) from discontinued operations
|
165,448
|
|
|
18,850
|
|
|
15,932
|
|
|
17,482
|
|
|
71,054
|
|
|||||
Net income
|
165,770
|
|
|
291,155
|
|
|
78,816
|
|
|
4,340
|
|
|
72,812
|
|
|||||
Net income from continuing operations—noncontrolling interest
|
3,303
|
|
|
11,853
|
|
|
10,346
|
|
|
7,816
|
|
|
6,374
|
|
|||||
Net income from discontinued operations—noncontrolling interest
|
629
|
|
|
467
|
|
|
406
|
|
|
466
|
|
|
1,479
|
|
|||||
Net income (loss) attributable to Holdings
|
$
|
161,838
|
|
|
$
|
278,835
|
|
|
$
|
68,064
|
|
|
$
|
(3,942
|
)
|
|
$
|
64,959
|
|
Basic and fully diluted income (loss) per share attributable to Holdings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.43
|
)
|
|
$
|
5.01
|
|
|
$
|
0.73
|
|
|
$
|
(0.43
|
)
|
|
$
|
1.72
|
|
Discontinued operations
|
3.04
|
|
|
0.37
|
|
|
0.32
|
|
|
0.35
|
|
|
(0.35
|
)
|
|||||
Basic and fully diluted income (loss) per share attributable to Holdings
|
$
|
2.61
|
|
|
$
|
5.38
|
|
|
$
|
1.05
|
|
|
$
|
(0.08
|
)
|
|
$
|
1.37
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash distribution declared per share
|
$
|
1.44
|
|
|
$
|
1.44
|
|
|
$
|
1.44
|
|
|
$
|
1.44
|
|
|
$
|
1.44
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
$
|
84,548
|
|
|
$
|
70,695
|
|
|
$
|
72,374
|
|
|
$
|
52,566
|
|
|
$
|
91,374
|
|
Cash provided by (used in) investing activities
|
233,880
|
|
|
(424,753
|
)
|
|
66,286
|
|
|
(84,426
|
)
|
|
(86,620
|
)
|
|||||
Cash (used in) provided by financing activities
|
(254,357
|
)
|
|
265,487
|
|
|
(44,122
|
)
|
|
(82,232
|
)
|
|
114,080
|
|
|||||
Foreign currency impact on cash
|
(1,905
|
)
|
|
(955
|
)
|
|
450
|
|
|
(37
|
)
|
|
—
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
$
|
62,166
|
|
|
$
|
(89,526
|
)
|
|
$
|
94,988
|
|
|
$
|
(114,129
|
)
|
|
$
|
118,834
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
291,363
|
|
|
$
|
320,799
|
|
|
$
|
399,133
|
|
|
$
|
267,659
|
|
|
$
|
360,221
|
|
Total assets
|
1,425,645
|
|
|
1,547,430
|
|
|
1,044,913
|
|
|
955,201
|
|
|
1,029,906
|
|
|||||
Current liabilities
|
116,479
|
|
|
141,231
|
|
|
130,130
|
|
|
113,799
|
|
|
118,162
|
|
|||||
Long-term debt
|
313,242
|
|
|
485,547
|
|
|
280,389
|
|
|
267,008
|
|
|
214,000
|
|
|||||
Total liabilities
|
552,426
|
|
|
739,096
|
|
|
475,978
|
|
|
498,989
|
|
|
433,428
|
|
|||||
Noncontrolling interests
|
47,135
|
|
|
40,903
|
|
|
95,550
|
|
|
41,584
|
|
|
98,969
|
|
|||||
Shareholders’ equity attributable to Holdings
|
826,084
|
|
|
767,431
|
|
|
473,385
|
|
|
414,628
|
|
|
497,509
|
|
•
|
North American base of operations;
|
•
|
stable and growing earnings and cash flow;
|
•
|
maintains a significant market share in defensible industry niche (i.e., has a “reason to exist”);
|
•
|
solid and proven management team with meaningful incentives;
|
•
|
low technological and/or product obsolescence risk; and
|
•
|
a diversified customer and supplier base.
|
•
|
utilizing structured incentive compensation programs tailored to each business in order to attract, recruit and retain talented managers to operate our businesses;
|
•
|
regularly monitoring financial and operational performance, instilling consistent financial discipline, and supporting management in the development and implementation of information systems to effectively achieve these goals;
|
•
|
assisting management in their analysis and pursuit of prudent organic cash flow growth strategies (both revenue and cost related);
|
•
|
identifying and working with management to execute attractive external growth and acquisition opportunities; and
|
•
|
forming strong subsidiary level boards of directors, including independent directors, to supplement management in their development and implementation of strategic goals and objectives.
|
|
|
|
|
|
|
Ownership Interest - December 31, 2015
|
||||
Business
|
|
Acquisition Date
|
|
CODI Purchase Price
|
|
Primary
|
|
Diluted
|
||
CBS Holdings (Staffmark)
(1)
|
|
May 16, 2006
|
|
$
|
183,200
|
|
|
N/a
|
|
N/a
|
Crosman
|
|
May 16, 2006
|
|
$
|
72,600
|
|
|
N/a
|
|
N/a
|
Advanced Circuits
(3)
|
|
May 16, 2006
|
|
$
|
81,000
|
|
|
69.4%
|
|
69.3%
|
Silvue
|
|
May 16, 2006
|
|
$
|
36,000
|
|
|
N/a
|
|
N/a
|
Tridien
(3)
|
|
August 1, 2006
|
|
$
|
31,000
|
|
|
81.3%
|
|
67.3%
|
Aeroglide
|
|
February 28, 2007
|
|
$
|
58,200
|
|
|
N/a
|
|
N/a
|
Halo
|
|
February 28, 2007
|
|
$
|
62,300
|
|
|
N/a
|
|
N/a
|
American Furniture
|
|
August 31, 2007
|
|
$
|
97,000
|
|
|
N/a
|
|
N/a
|
FOX
(2)
|
|
January 4, 2008
|
|
$
|
80,400
|
|
|
41.0%
|
|
N/a
|
Liberty Safe
(3)
|
|
March 31, 2010
|
|
$
|
70,200
|
|
|
96.2%
|
|
84.6%
|
Ergobaby
(3)
|
|
September 16, 2010
|
|
$
|
85,200
|
|
|
81.0%
|
|
74.2%
|
CamelBak
|
|
August 24, 2011
|
|
$
|
251,400
|
|
|
N/a
|
|
N/a
|
Arnold Magnetics
|
|
March 5, 2012
|
|
$
|
128,800
|
|
|
96.7%
|
|
87.3%
|
Clean Earth
(3)
|
|
August 7, 2014
|
|
$
|
251,400
|
|
|
97.5%
|
|
86.2%
|
Sterno Products
(3)
|
|
October 10, 2014
|
|
$
|
160,000
|
|
|
100.0%
|
|
89.7%
|
Manitoba Harvest
(3)
|
|
July 10, 2015
|
|
$
|
102,700
|
|
|
76.6%
|
|
65.6%
|
Business
|
|
Date of Disposition
|
|
Sale Price
|
|
CODI Proceeds from Disposition
(1)
|
|
Gain (loss) recognized
|
||||||
Crosman
|
|
January 5, 2007
|
|
$
|
143,000
|
|
|
$
|
109,600
|
|
|
$
|
35,800
|
|
Aeroglide
|
|
June 24, 2008
|
|
$
|
95,000
|
|
|
$
|
78,500
|
|
|
$
|
34,000
|
|
Silvue
|
|
June 25, 2008
|
|
$
|
95,000
|
|
|
$
|
63,600
|
|
|
$
|
39,400
|
|
Staffmark
|
|
October 17, 2011
|
|
$
|
295,000
|
|
|
$
|
216,000
|
|
|
$
|
88,600
|
|
Halo
|
|
May 1, 2012
|
|
$
|
76,500
|
|
|
$
|
66,500
|
|
|
$
|
(500
|
)
|
CamlBak
|
|
August 3, 2015
|
|
$
|
412,500
|
|
|
$
|
367,800
|
|
|
$
|
164,000
|
|
American Furniture
|
|
October 5, 2015
|
|
$
|
24,100
|
|
|
$
|
23,500
|
|
|
$
|
(14,300
|
)
|
•
|
meet capital expenditure requirements, management fees and corporate overhead charges;
|
•
|
fund distributions from the businesses to the Company; and
|
•
|
be distributed by the Trust to shareholders.
|
•
|
Achieving sales growth through a combination of new product development, increasing distribution and international expansion;
|
•
|
Taking market share, where possible, in each of our niche market leading companies, generally at the expense of less well capitalized competitors;
|
•
|
Striving for excellence in supply chain management, manufacturing and technological capabilities;
|
•
|
Continuing to pursue expense reduction and cost savings in lower margin business lines or in response to lower production volume;
|
•
|
Continuing to grow through disciplined, strategic acquisitions and rigorous integration processes; and
|
•
|
Driving free cash flow through increased net income and effective working capital management, enabling continued investment in our businesses, strategic acquisitions, and distributions to our shareholders.
|
May 16, 2006
|
|
August 1, 2006
|
|
March 31, 2010
|
|
September 16, 2010
|
Advanced Circuits
|
|
Tridien
|
|
Liberty Safe
|
|
Ergobaby
|
|
|
|
|
|
|
|
March 5, 2012
|
|
August 26, 2014
|
|
October 10, 2014
|
|
July 10, 2015
|
Arnold
|
|
Clean Earth
|
|
Sterno Products
|
|
Manitoba Harvest
|
|
|
|
||
(in thousands)
|
|
Year Ended December 31, 2015
|
||
Net revenues
|
|
$
|
805,384
|
|
Cost of sales
|
|
551,511
|
|
|
Gross profit
|
|
253,873
|
|
|
Selling, general and administrative expense
|
|
146,957
|
|
|
Management fees
|
|
26,008
|
|
|
Amortization of intangibles
|
|
30,529
|
|
|
Impairment expense
|
|
9,165
|
|
|
Operating income
|
|
$
|
41,214
|
|
|
|
Year Ended December 31, 2014
|
||||||||||
(in thousands)
|
|
Consolidated Results of Operations
|
|
Less: FOX (191 days)
|
|
Consolidated Results less FOX
|
||||||
Net revenues
|
|
$
|
703,929
|
|
|
$
|
149,995
|
|
|
$
|
553,934
|
|
Cost of sales
|
|
484,749
|
|
|
103,701
|
|
|
381,048
|
|
|||
Gross profit
|
|
219,180
|
|
|
46,294
|
|
|
172,886
|
|
|||
Selling, general and administrative expense
|
|
138,032
|
|
|
25,780
|
|
|
112,252
|
|
|||
Management fees
|
|
22,222
|
|
|
—
|
|
|
22,222
|
|
|||
Amortization of intangibles
|
|
24,842
|
|
|
3,220
|
|
|
21,622
|
|
|||
Operating income
|
|
$
|
34,084
|
|
|
$
|
17,294
|
|
|
$
|
16,790
|
|
|
|
Year Ended December 31, 2013
|
||||||||||
(in thousands)
|
|
Consolidated Results of Operations
|
|
Less: FOX
|
|
Consolidated Results less FOX
|
||||||
Net revenues
|
|
$
|
740,711
|
|
|
$
|
272,746
|
|
|
$
|
467,965
|
|
Cost of sales
|
|
504,549
|
|
|
192,617
|
|
|
311,932
|
|
|||
Gross profit
|
|
236,162
|
|
|
80,129
|
|
|
156,033
|
|
|||
Selling, general and administrative expense
|
|
125,694
|
|
|
35,662
|
|
|
90,032
|
|
|||
Management fees
|
|
18,132
|
|
|
308
|
|
|
17,824
|
|
|||
Supplemental put reversal
|
|
(45,995
|
)
|
|
—
|
|
|
(45,995
|
)
|
|||
Amortization of intangibles
|
|
20,601
|
|
|
5,378
|
|
|
15,223
|
|
|||
Impairment expense
|
|
12,918
|
|
|
—
|
|
|
12,918
|
|
|||
Operating income
|
|
$
|
104,812
|
|
|
$
|
38,781
|
|
|
$
|
66,031
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
86,506
|
|
|
$
|
82,255
|
|
|
$
|
67,340
|
|
Cost of sales
|
30,070
|
|
|
29,740
|
|
|
25,692
|
|
|||
Gross profit
|
56,436
|
|
|
52,515
|
|
|
41,648
|
|
|||
Selling, general and administrative expenses
|
31,296
|
|
|
30,891
|
|
|
25,560
|
|
|||
Management fees
|
500
|
|
|
500
|
|
|
500
|
|
|||
Amortization of intangibles
|
2,483
|
|
|
2,977
|
|
|
2,972
|
|
|||
Income from operations
|
$
|
22,157
|
|
|
$
|
18,147
|
|
|
$
|
12,616
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
101,146
|
|
|
$
|
90,149
|
|
|
$
|
126,541
|
|
Cost of sales
|
73,935
|
|
|
76,889
|
|
|
95,866
|
|
|||
Gross profit
|
27,211
|
|
|
13,260
|
|
|
30,675
|
|
|||
Selling, general and administrative expenses
|
13,081
|
|
|
11,591
|
|
|
13,623
|
|
|||
Management fees
|
500
|
|
|
500
|
|
|
500
|
|
|||
Amortization of intangibles
|
1,772
|
|
|
3,886
|
|
|
4,094
|
|
|||
Income (loss) from operations
|
$
|
11,858
|
|
|
$
|
(2,717
|
)
|
|
$
|
12,458
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
|
(Pro forma)
|
|
(Pro forma)
|
||||
Net sales
|
$
|
40,586
|
|
|
$
|
35,535
|
|
Cost of sales
(a)
|
20,268
|
|
|
19,306
|
|
||
Gross profit
|
20,318
|
|
|
16,229
|
|
||
Selling, general and administrative expense
(b)
|
19,425
|
|
|
13,702
|
|
||
Fees to manager
(c)
|
350
|
|
|
350
|
|
||
Amortization of intangibles
(d)
|
3,676
|
|
|
4,248
|
|
||
Loss from operations
|
$
|
(3,133
|
)
|
|
$
|
(2,071
|
)
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
87,532
|
|
|
$
|
85,918
|
|
|
$
|
87,406
|
|
Cost of sales
|
48,201
|
|
|
46,801
|
|
|
46,954
|
|
|||
Gross profit
|
39,331
|
|
|
39,117
|
|
|
40,452
|
|
|||
Selling, general and administrative expenses
|
13,636
|
|
|
13,598
|
|
|
13,943
|
|
|||
Management fees
|
500
|
|
|
500
|
|
|
500
|
|
|||
Amortization of intangibles
|
1,051
|
|
|
2,564
|
|
|
3,064
|
|
|||
Income from operations
|
$
|
24,144
|
|
|
$
|
22,455
|
|
|
$
|
22,945
|
|
•
|
Permanent Magnet and Assemblies and Reprographics (“PMAG”) (approximately 71% of sales) – High performance magnets for precision motor/generator sensors as well as beam focusing applications and reprographic applications;
|
•
|
Flexmag (approximately 20% of net sales) – Flexible bonded magnets for advertising, consumer and industrial applications; and
|
•
|
Precision Thin Metals (approximately 9% of net sales) – Ultra thin metal foil products utilizing magnetic and non- magnetic alloys.
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
119,994
|
|
|
$
|
123,205
|
|
|
$
|
126,606
|
|
Cost of sales
|
93,559
|
|
|
95,640
|
|
|
96,784
|
|
|||
Gross profit
|
26,435
|
|
|
27,565
|
|
|
29,822
|
|
|||
Selling, general and administrative expenses
|
14,828
|
|
|
16,456
|
|
|
16,820
|
|
|||
Management fees
|
500
|
|
|
500
|
|
|
500
|
|
|||
Amortization of intangibles
|
3,523
|
|
|
3,514
|
|
|
3,588
|
|
|||
Income from operations
|
$
|
7,584
|
|
|
$
|
7,095
|
|
|
$
|
8,914
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
(Pro forma) |
|
2013
(Pro forma) |
||||||
Net service revenues
|
$
|
175,386
|
|
|
$
|
164,536
|
|
|
$
|
155,929
|
|
Cost of services
(a)
|
125,178
|
|
|
112,636
|
|
|
113,965
|
|
|||
Gross profit
|
50,208
|
|
|
51,900
|
|
|
41,964
|
|
|||
Selling, general and administrative expenses
(b)
|
26,512
|
|
|
27,034
|
|
|
21,210
|
|
|||
Management fees
(c)
|
500
|
|
|
500
|
|
|
500
|
|
|||
Amortization of intangibles
(d)
|
12,183
|
|
|
11,524
|
|
|
11,524
|
|
|||
Income from operations
|
$
|
11,013
|
|
|
$
|
12,842
|
|
|
$
|
8,730
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
(Pro forma) |
|
2013
(Pro forma) |
||||||
Net sales
|
$
|
139,991
|
|
|
$
|
140,858
|
|
|
$
|
133,603
|
|
Cost of sales
(a)
|
104,372
|
|
|
111,344
|
|
|
106,379
|
|
|||
Gross profit
|
35,619
|
|
|
29,514
|
|
|
27,224
|
|
|||
Selling, general and administrative expenses
(b)
|
16,596
|
|
|
17,150
|
|
|
21,139
|
|
|||
Management fee
(c)
|
500
|
|
|
500
|
|
|
500
|
|
|||
Amortization of intangibles
(d)
|
5,323
|
|
|
6,014
|
|
|
6,014
|
|
|||
Income (loss) from operations
|
$
|
13,200
|
|
|
$
|
5,850
|
|
|
$
|
(429
|
)
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
77,406
|
|
|
$
|
67,254
|
|
|
$
|
60,072
|
|
Cost of sales
|
64,269
|
|
|
53,089
|
|
|
46,636
|
|
|||
Gross profit
|
13,137
|
|
|
14,165
|
|
|
13,436
|
|
|||
Selling, general and administrative expenses
|
10,557
|
|
|
9,845
|
|
|
9,145
|
|
|||
Management fees
|
350
|
|
|
350
|
|
|
350
|
|
|||
Amortization of intangibles
|
1,768
|
|
|
1,779
|
|
|
1,250
|
|
|||
Impairment expense
|
9,165
|
|
|
—
|
|
|
12,918
|
|
|||
Income (loss) from operations
|
$
|
(8,703
|
)
|
|
$
|
2,191
|
|
|
$
|
(10,227
|
)
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Cash provided by operations
|
$
|
84,548
|
|
|
$
|
70,695
|
|
|
$
|
72,374
|
|
Cash provided by (used in) investing activities
|
233,880
|
|
|
(424,753
|
)
|
|
66,286
|
|
|||
Cash provided by (used in) financing activities
|
(254,357
|
)
|
|
265,487
|
|
|
(44,122
|
)
|
|||
Effect of exchange rates on cash and cash equivalents
|
(1,905
|
)
|
|
(955
|
)
|
|
450
|
|
|||
Increase (decrease) in cash and cash equivalents
|
62,166
|
|
|
(89,526
|
)
|
|
94,988
|
|
(in thousands)
|
|
Intercompany Loans
|
|
Total Liabilities
|
||||
Ergobaby
|
|
$
|
14,603
|
|
|
$
|
33,025
|
|
Liberty
|
|
30,600
|
|
|
43,338
|
|
||
Manitoba Harvest
|
|
47,064
|
|
|
69,856
|
|
||
Advanced Circuits
|
|
55,600
|
|
|
78,469
|
|
||
Arnold
|
|
70,950
|
|
|
92,696
|
|
||
Clean Earth
|
|
142,438
|
|
|
229,137
|
|
||
Sterno Products
|
|
74,929
|
|
|
97,474
|
|
||
Tridien
|
|
12,481
|
|
|
21,157
|
|
||
Total
|
|
$
|
448,665
|
|
|
$
|
665,152
|
|
Corporate and eliminations
|
|
(448,665
|
)
|
|
(112,726
|
)
|
||
|
|
$
|
—
|
|
|
$
|
552,426
|
|
Description of Required Covenant Ratio
|
Covenant Ratio Requirement
|
Actual Ratio
|
Fixed Charge Coverage Ratio
|
greater than or equal to 1.5:1.0
|
3.26:1.00
|
Total Debt to EBITDA Ratio
|
less than or equal to 4.25:1.0
|
1.80:1.00
|
|
Years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Interest on credit facilities
|
$
|
17,590
|
|
|
$
|
16,392
|
|
|
$
|
15,625
|
|
Unused fee on Revolving Credit Facility
|
1,612
|
|
|
1,914
|
|
|
2,349
|
|
|||
Amortization of original issue discount
|
671
|
|
|
882
|
|
|
1,243
|
|
|||
Unrealized losses on interest rate derivatives
(1)
|
5,662
|
|
|
7,709
|
|
|
130
|
|
|||
Letter of credit fees
|
121
|
|
|
62
|
|
|
53
|
|
|||
Other
|
286
|
|
|
138
|
|
|
15
|
|
|||
Interest expense
|
$
|
25,942
|
|
|
$
|
27,097
|
|
|
$
|
19,415
|
|
Average daily balance of debt outstanding
|
$
|
443,348
|
|
|
$
|
379,034
|
|
|
$
|
294,056
|
|
Effective interest rate
|
5.9
|
%
|
|
7.2
|
%
|
|
6.6
|
%
|
|
Year ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
United States Federal Statutory Rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes (net of Federal benefits)
|
9.3
|
|
|
(1.0
|
)
|
|
3.4
|
|
Foreign income taxes
|
1.9
|
|
|
(0.2
|
)
|
|
(1.1
|
)
|
Expenses of Compass Group Diversified Holdings, LLC
representing a pass through to shareholders
|
45.7
|
|
|
2.2
|
|
|
1.8
|
|
Effect of deconsolidation of subsidiary
(1)
|
—
|
|
|
(33.3
|
)
|
|
—
|
|
Effect of gain on equity method investment
|
(10.4
|
)
|
|
(1.4
|
)
|
|
—
|
|
Effect of supplemental put expense (reversal)
(2)
|
—
|
|
|
—
|
|
|
(19.8
|
)
|
Impact of subsidiary employee stock options
|
2.1
|
|
|
—
|
|
|
0.1
|
|
Domestic production activities deduction
|
(5.1
|
)
|
|
(0.3
|
)
|
|
(1.8
|
)
|
Non-deductible acquisition costs
|
—
|
|
|
0.1
|
|
|
—
|
|
Non-recognition of NOL carryforwards at subsidiaries
|
(4.7
|
)
|
|
0.4
|
|
|
3.3
|
|
Impairment expense
|
17.6
|
|
|
—
|
|
|
—
|
|
Other
|
6.5
|
|
|
0.3
|
|
|
1.8
|
|
Effective income tax rate
|
97.9
|
%
|
|
1.8
|
%
|
|
22.7
|
%
|
Adjusted EBITDA
|
||||||||||||||||||||||||||||||||||||||||
Year ended December 31, 2015
|
||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
Corporate
|
|
Ergobaby
|
|
Liberty
|
|
Manitoba Harvest
|
|
Advanced
Circuits |
|
Arnold
Magnetics |
|
Clean Earth
|
|
Sterno
|
|
Tridien
|
|
Consolidated
|
||||||||||||||||||||
Net income (loss)
|
|
$
|
133,818
|
|
|
$
|
11,798
|
|
|
$
|
4,956
|
|
|
$
|
(5,917
|
)
|
|
$
|
11,868
|
|
|
$
|
803
|
|
|
$
|
(1,181
|
)
|
|
$
|
3,779
|
|
|
$
|
(9,802
|
)
|
|
$
|
150,122
|
|
Adjusted for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Provision (benefit) for income taxes
|
|
(286
|
)
|
|
6,650
|
|
|
2,415
|
|
|
(1,288
|
)
|
|
6,285
|
|
|
(412
|
)
|
|
(713
|
)
|
|
2,350
|
|
|
(27
|
)
|
|
14,974
|
|
||||||||||
Interest expense, net
|
|
25,536
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
(1
|
)
|
|
13
|
|
|
369
|
|
|
—
|
|
|
—
|
|
|
25,924
|
|
||||||||||
Intercompany interest
|
|
(41,328
|
)
|
|
3,726
|
|
|
4,319
|
|
|
949
|
|
|
5,581
|
|
|
6,996
|
|
|
11,829
|
|
|
6,848
|
|
|
1,080
|
|
|
—
|
|
||||||||||
Depreciation and amortization
|
|
944
|
|
|
3,794
|
|
|
3,701
|
|
|
5,231
|
|
|
3,367
|
|
|
9,114
|
|
|
20,898
|
|
|
8,186
|
|
|
2,506
|
|
|
57,741
|
|
||||||||||
EBITDA
|
|
118,684
|
|
|
25,968
|
|
|
15,391
|
|
|
(1,018
|
)
|
|
27,100
|
|
|
16,514
|
|
|
31,202
|
|
|
21,163
|
|
|
(6,243
|
)
|
|
248,761
|
|
||||||||||
Gain on sale of discontinued operations
|
|
(149,798
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149,798
|
)
|
||||||||||
(Gain) loss on sale of fixed assets
|
|
—
|
|
|
—
|
|
|
25
|
|
|
3
|
|
|
—
|
|
|
(165
|
)
|
|
280
|
|
|
—
|
|
|
20
|
|
|
163
|
|
||||||||||
Non-controlling shareholder compensation
|
|
—
|
|
|
728
|
|
|
200
|
|
|
419
|
|
|
23
|
|
|
136
|
|
|
1,145
|
|
|
519
|
|
|
2
|
|
|
3,172
|
|
||||||||||
Acquisition expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,541
|
|
|
—
|
|
|
|
|
—
|
|
|
285
|
|
|
—
|
|
|
1,826
|
|
|||||||||||
Impairment expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,165
|
|
|
9,165
|
|
||||||||||
Gain on equity method investment
|
|
(4,533
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,533
|
)
|
||||||||||
Integration services fee
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
1,875
|
|
|
1,125
|
|
|
—
|
|
|
3,500
|
|
||||||||||
Management fees
|
|
22,483
|
|
|
500
|
|
|
500
|
|
|
175
|
|
|
500
|
|
|
500
|
|
|
500
|
|
|
500
|
|
|
350
|
|
|
26,008
|
|
||||||||||
Adjusted EBITDA
|
|
$
|
(13,164
|
)
|
|
$
|
27,196
|
|
|
$
|
16,116
|
|
|
$
|
1,620
|
|
|
$
|
27,623
|
|
|
$
|
16,985
|
|
|
$
|
35,002
|
|
|
$
|
23,592
|
|
|
$
|
3,294
|
|
|
$
|
138,264
|
|
Adjusted EBITDA
|
||||||||||||||||||||||||||||||||||||||
Year ended December 31, 2014
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
Corporate
|
|
Ergobaby
|
|
Liberty
|
|
Manitoba Harvest
|
|
Advanced
Circuits |
|
Arnold
Magnetics |
|
Clean Earth
|
|
Sterno
|
|
Tridien
|
|
Consolidated
|
||||||||||||||||||
Net income (loss)
(1)
|
|
$
|
245,166
|
|
|
$
|
8,159
|
|
|
$
|
(4,488
|
)
|
|
|
|
$
|
11,101
|
|
|
$
|
229
|
|
|
$
|
(1,317
|
)
|
|
$
|
(2,008
|
)
|
|
$
|
1,028
|
|
|
$
|
257,870
|
|
Adjusted for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Provision (benefit) for income taxes
|
|
(191
|
)
|
|
4,735
|
|
|
(3,084
|
)
|
|
|
|
4,406
|
|
|
(966
|
)
|
|
(275
|
)
|
|
(1,537
|
)
|
|
47
|
|
|
3,135
|
|
|||||||||
Interest expense, net
|
|
26,509
|
|
|
25
|
|
|
—
|
|
|
|
|
(2
|
)
|
|
(2
|
)
|
|
151
|
|
|
—
|
|
|
1
|
|
|
26,682
|
|
|||||||||
Intercompany interest
|
|
(30,053
|
)
|
|
4,917
|
|
|
4,572
|
|
|
|
|
6,561
|
|
|
7,219
|
|
|
3,997
|
|
|
1,645
|
|
|
1,142
|
|
|
—
|
|
|||||||||
Depreciation and amortization
|
|
413
|
|
|
4,159
|
|
|
6,538
|
|
|
|
|
4,977
|
|
|
8,884
|
|
|
6,776
|
|
|
4,707
|
|
|
2,561
|
|
|
39,015
|
|
|||||||||
Loss on debt extinguishment
|
|
2,143
|
|
|
—
|
|
|
—
|
|
|
Not Applicable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,143
|
|
|||||||||
EBITDA
|
|
243,987
|
|
|
21,995
|
|
|
3,538
|
|
|
|
27,043
|
|
|
15,364
|
|
|
9,332
|
|
|
2,807
|
|
|
4,779
|
|
|
328,845
|
|
||||||||||
Loss on sale of fixed assets
|
|
—
|
|
|
—
|
|
|
17
|
|
|
|
|
6
|
|
|
324
|
|
|
9
|
|
|
—
|
|
|
26
|
|
|
382
|
|
|||||||||
Non-controlling shareholder compensation
|
|
—
|
|
|
661
|
|
|
371
|
|
|
|
|
23
|
|
|
134
|
|
|
424
|
|
|
124
|
|
|
19
|
|
|
1,756
|
|
|||||||||
Acquisition expenses
|
|
—
|
|
|
—
|
|
|
96
|
|
|
|
|
—
|
|
|
|
|
1,983
|
|
|
2,765
|
|
|
—
|
|
|
4,844
|
|
||||||||||
Gain on deconsolidation of subsidiary
|
|
(264,325
|
)
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(264,325
|
)
|
|||||||||
Gain on equity method investment
|
|
(11,029
|
)
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,029
|
)
|
|||||||||
Integration services fee
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
625
|
|
|
375
|
|
|
—
|
|
|
1,000
|
|
||||||||||
Management fees
|
|
19,622
|
|
|
500
|
|
|
500
|
|
|
|
|
500
|
|
|
500
|
|
|
125
|
|
|
125
|
|
|
350
|
|
|
22,222
|
|
|||||||||
Adjusted EBITDA
|
|
$
|
(11,745
|
)
|
|
$
|
23,156
|
|
|
$
|
4,522
|
|
|
|
|
$
|
27,572
|
|
|
$
|
16,322
|
|
|
$
|
12,498
|
|
|
$
|
6,196
|
|
|
$
|
5,174
|
|
|
$
|
83,695
|
|
Adjusted EBITDA
|
||||||||||||||||||||||||||||||||||||||
Year ended December 31, 2013
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Corporate
|
|
Ergobaby
|
|
FOX
|
|
Liberty
|
|
Manitoba Harvest
|
|
Advanced Circuits
|
|
Arnold
|
|
Clean Earth
|
|
Sterno
|
|
Tridien
|
|
Consolidated
|
||||||||||||||||
Net income (loss)
|
|
$
|
28,564
|
|
|
$
|
4,057
|
|
|
$
|
24,104
|
|
|
$
|
5,487
|
|
|
|
|
$
|
9,167
|
|
|
$
|
1,586
|
|
|
|
|
|
|
$
|
(9,397
|
)
|
|
$
|
63,568
|
|
Adjusted for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Provision (benefit) for income taxes
|
|
(98
|
)
|
|
2,603
|
|
|
10,566
|
|
|
2,374
|
|
|
|
|
5,681
|
|
|
(535
|
)
|
|
|
|
|
|
(2,073
|
)
|
|
18,518
|
|
||||||||
Interest expense, net
|
|
19,139
|
|
|
2
|
|
|
218
|
|
|
—
|
|
|
|
|
(2
|
)
|
|
22
|
|
|
|
|
|
|
1
|
|
|
19,380
|
|
||||||||
Intercompany interest
|
|
(28,273
|
)
|
|
5,636
|
|
|
2,179
|
|
|
4,370
|
|
|
|
|
7,490
|
|
|
7,432
|
|
|
|
|
|
|
1,166
|
|
|
—
|
|
||||||||
Depreciation and amortization
|
|
(1,541
|
)
|
|
4,025
|
|
|
9,435
|
|
|
6,421
|
|
|
|
|
5,438
|
|
|
8,504
|
|
|
|
|
|
|
2,241
|
|
|
34,523
|
|
||||||||
Loss on debt extinguishment
|
|
1,785
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Not Applicable
|
|
—
|
|
|
—
|
|
|
Not Applicable
|
|
Not Applicable
|
|
—
|
|
|
1,785
|
|
||||||||
EBITDA
|
|
19,576
|
|
|
16,323
|
|
|
46,502
|
|
|
18,652
|
|
|
|
27,774
|
|
|
17,009
|
|
|
|
|
(8,062
|
)
|
|
137,774
|
|
|||||||||||
(Gain) loss on sale of fixed assets
|
|
—
|
|
|
23
|
|
|
(7
|
)
|
|
—
|
|
|
|
|
(18
|
)
|
|
40
|
|
|
|
|
|
|
43
|
|
|
81
|
|
||||||||
Non-controlling shareholder compensation
|
|
—
|
|
|
606
|
|
|
2,500
|
|
|
391
|
|
|
|
|
23
|
|
|
145
|
|
|
|
|
|
|
73
|
|
|
3,738
|
|
||||||||
Impairment charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
12,918
|
|
|
12,918
|
|
||||||||
Acquisition expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||||||
Supplemental put expense (reversal)
|
|
(45,995
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
(45,995
|
)
|
||||||||
Management fees
|
|
15,474
|
|
|
500
|
|
|
308
|
|
|
500
|
|
|
|
|
500
|
|
|
500
|
|
|
|
|
|
|
350
|
|
|
18,132
|
|
||||||||
Adjusted EBITDA
|
|
$
|
(10,945
|
)
|
|
$
|
17,452
|
|
|
$
|
49,303
|
|
|
$
|
19,543
|
|
|
|
|
$
|
28,279
|
|
|
$
|
17,694
|
|
|
|
|
|
|
$
|
5,322
|
|
|
$
|
126,648
|
|
(in thousands)
|
Year Ended
December 31, 2015
|
|
Year Ended
December 31, 2014
|
|
Year Ended
December 31, 2013
|
||||||
Net income
|
$
|
165,770
|
|
|
$
|
291,155
|
|
|
$
|
78,816
|
|
Adjustment to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
63,072
|
|
|
55,696
|
|
|
46,227
|
|
|||
Impairment expense
|
9,165
|
|
|
—
|
|
|
12,918
|
|
|||
Gain on sale of businesses
|
(149,798
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of debt issuance costs and original issue discount
|
2,883
|
|
|
3,125
|
|
|
3,366
|
|
|||
Unrealized loss on interest rate hedges
|
5,662
|
|
|
7,722
|
|
|
130
|
|
|||
Loss on debt repayment
|
—
|
|
|
2,143
|
|
|
1,785
|
|
|||
Excess tax benefit from subsidiary stock option exercise
(1)
|
—
|
|
|
(1,662
|
)
|
|
—
|
|
|||
Supplemental put expense (reversal)
|
—
|
|
|
—
|
|
|
(45,995
|
)
|
|||
Gain on deconsolidation of subsidiary
|
—
|
|
|
(264,325
|
)
|
|
—
|
|
|||
Gain on equity method investment
|
(4,533
|
)
|
|
(11,029
|
)
|
|
—
|
|
|||
Noncontrolling stockholders charges
|
3,737
|
|
|
4,744
|
|
|
4,683
|
|
|||
Deferred taxes
|
(3,131
|
)
|
|
(8,601
|
)
|
|
(5,257
|
)
|
|||
Other
|
34
|
|
|
1,442
|
|
|
(87
|
)
|
|||
Changes in operating assets and liabilities
|
(8,313
|
)
|
|
(9,715
|
)
|
|
(24,212
|
)
|
|||
Net cash provided by operating activities
|
84,548
|
|
|
70,695
|
|
|
72,374
|
|
|||
Plus:
|
|
|
|
|
|
||||||
Unused fee on revolving credit facility
(2)
|
1,612
|
|
|
1,914
|
|
|
2,349
|
|
|||
Excess tax benefit from subsidiary stock option exercise
(1)
|
—
|
|
|
1,662
|
|
|
—
|
|
|||
Successful acquisition expense
|
1,826
|
|
|
4,844
|
|
|
—
|
|
|||
Integration services agreement
(3)
|
3,500
|
|
|
1,000
|
|
|
|
||||
Realized loss from foreign currency effect
|
2,561
|
|
|
—
|
|
|
—
|
|
|||
Other
|
200
|
|
|
51
|
|
|
—
|
|
|||
Changes in operating assets and liabilities
|
8,313
|
|
|
9,715
|
|
|
24,212
|
|
|||
Less:
|
|
|
|
|
|
||||||
Changes in operating assets and liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Payment on interest rate swap
|
2,007
|
|
|
2,008
|
|
|
—
|
|
|||
Other
|
—
|
|
|
528
|
|
|
—
|
|
|||
Maintenance capital expenditures:
(4)
|
|
|
|
|
|
||||||
Compass Group Diversified Holdings LLC
|
—
|
|
|
—
|
|
|
—
|
|
|||
Advanced Circuits
|
1,525
|
|
|
568
|
|
|
3,220
|
|
|||
American Furniture (divested October 2015)
|
311
|
|
|
504
|
|
|
298
|
|
|||
Arnold
|
2,618
|
|
|
3,078
|
|
|
2,839
|
|
|||
CamelBak (divested August 2015)
|
1,295
|
|
|
2,492
|
|
|
815
|
|
Clean Earth
|
6,295
|
|
|
1,944
|
|
|
—
|
|
|||
ERGObaby
|
1,543
|
|
|
912
|
|
|
1,504
|
|
|||
FOX
|
—
|
|
|
2,381
|
|
|
3,932
|
|
|||
Liberty
|
1,158
|
|
|
848
|
|
|
1,031
|
|
|||
Manitoba Harvest
|
594
|
|
|
—
|
|
|
—
|
|
|||
Sterno Products
|
1,928
|
|
|
126
|
|
|
—
|
|
|||
Tridien
|
927
|
|
|
784
|
|
|
569
|
|
|||
FOX CAD
(5)
|
—
|
|
|
15,716
|
|
|
11,189
|
|
|||
Estimated cash flow available for distribution and reinvestment
|
$
|
82,359
|
|
|
$
|
57,992
|
|
|
$
|
73,538
|
|
Distribution paid in April 2015/2014/2013
|
$
|
(19,548
|
)
|
|
$
|
(17,388
|
)
|
|
$
|
(17,388
|
)
|
Distribution paid in July 2015/2014/2013
|
(19,548
|
)
|
|
(17,388
|
)
|
|
(17,388
|
)
|
|||
Distribution paid in October 2015/2014/2013
|
(19,548
|
)
|
|
(17,388
|
)
|
|
(17,388
|
)
|
|||
Distribution paid in January 2016/2015/2014
|
(19,548
|
)
|
|
(19,548
|
)
|
|
(17,388
|
)
|
|||
|
$
|
(78,192
|
)
|
|
$
|
(71,712
|
)
|
|
$
|
(69,552
|
)
|
(1)
|
Represents the non-cash excess tax benefit at FOX related to the exercise of stock options.
|
(2)
|
Represents the commitment fees on the unused portion of our 2011 Revolving Credit Facility and 2014 Revolving Credit Facility.
|
(3)
|
Represents fees paid by newly acquired companies to the Manager for integration services performed during the first year of ownership, payable quarterly.
|
(4)
|
Represents maintenance capital expenditures that were funded from operating cash flow and excludes growth capital expenditures of approximately $1.0 million, $1.6 million and $7.5 million incurred during the years ended December 31, 2015, 2014 and 2013, respectively.
|
(5)
|
Represents FOX CAD subsequent to the IPO date. For the year ended December 31, 2014, the amount includes $24.2 million of EBITDA, less: $3.8 million of cash taxes, $1.9 million of management fees, $2.4 million of maintenance capital expenditures and $0.4 million of interest expense.
|
•
|
Management Services Agreement
|
•
|
LLC Agreement
|
•
|
Integration Services Agreement
|
•
|
Cost Reimbursement and Fees
|
|
|
2015
|
||
Balance January 1, 2015
|
|
$
|
245,214
|
|
Mark-to-market adjustment - March 31, 2015
|
|
(13,447
|
)
|
|
Balance March 31, 2015
|
|
$
|
231,767
|
|
Mark-to-market adjustment - June 30, 2015
|
|
11,181
|
|
|
Balance at June 30, 2015
|
|
$
|
242,948
|
|
Mark-to market adjustment - September 30, 2015
|
|
11,784
|
|
|
Balance at September 30, 2015
|
|
$
|
254,732
|
|
Mark-to-market adjustment - December 31, 2015
|
|
(4,985
|
)
|
|
Balance at December 31, 2015
|
|
$
|
249,747
|
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years |
||||||||||
Long-term debt obligations
(a)
|
$
|
404,374
|
|
|
$
|
19,363
|
|
|
$
|
42,320
|
|
|
$
|
40,768
|
|
|
$
|
301,923
|
|
Operating lease obligations
(b)
|
68,512
|
|
|
11,320
|
|
|
18,755
|
|
|
11,098
|
|
|
27,339
|
|
|||||
Purchase obligations
(c)
|
277,094
|
|
|
192,215
|
|
|
42,454
|
|
|
42,425
|
|
|
—
|
|
|||||
Total
(d)
|
$
|
749,980
|
|
|
$
|
222,898
|
|
|
$
|
103,529
|
|
|
$
|
94,291
|
|
|
$
|
329,262
|
|
(a)
|
Reflects commitment fees and letter of credit fees under our Revolving Credit Facility and amounts due, together with interest on our Revolving Credit Facility and Term Loan Facility.
|
(b)
|
Reflects various operating leases for office space, manufacturing facilities and equipment from third parties.
|
(c)
|
Reflects non-cancelable commitments as of December 31, 2015, including: (i) shareholder distributions of $78.2 million, (ii) estimated management fees of $21.2 million per year over the next five years and; (iii) other obligations, including amounts due under employment agreements. Distributions to our shareholders are approved by our board of directors each fiscal quarter. The amount approved for future quarters may differ from the amount included in this schedule.
|
(d)
|
The contractual obligation table does not include approximately $0.4 million in liabilities associated with unrecognized tax benefits as of December 31, 2015 as the timing of the recognition of this liability is not certain. The amount of the liability is not expected to significantly change in the next twelve months.
|
1.
|
Financial Statements
|
2.
|
Financial Statement schedule
|
3.
|
Exhibits
|
Exhibit
Number
|
|
Description
|
2.1
|
|
Stock and Note Purchase Agreement dated as of July 31, 2006, among Compass Group Diversified Holdings LLC, Compass Group Investments, Inc. and Compass Medical Mattress Partners, LP (incorporated by reference to Exhibit 2.1 of the Form 8-K filed on August 1, 2006 (File No. 000-51937)).
|
2.2
|
|
Stock Purchase Agreement dated June 24, 2008, among Compass Group Diversified Holdings LLC and the other shareholders party thereto, Compass Group Diversified Holdings LLC, as Sellers’ Representative, Aeroglide Holdings, Inc. and Bühler AG (incorporated by reference to Exhibit 2.1 of the Form 8-K filed on June 26, 2008 (File No. 000-51937)).
|
2.3
|
|
Stock Purchase Agreement, dated October 17, 2011, by and among Recruit Co., LTD. and RGF Staffing USA, Inc., as Buyers, the shareholders of Staffmark Holdings, Inc., as Sellers, Staffmark Holdings, Inc. and Compass Group Diversified Holdings LLC as Seller Representative (incorporated by reference to Exhibit 2.1 of the Form 8-K filed on October 18, 2011 (File No. 001-34927)).
|
2.4
|
|
Stock Purchase Agreement dated May 1, 2012, among Candlelight Investment Holdings, Inc., Halo Holding Corporation, Halo Lee Wayne, LLC and each of the holders of equity interests of Halo Lee Wayne, LLC listed on Exhibit A thereto (incorporated by reference to Exhibit 2.1 of the Form 8-K filed on May 2, 2012 (File No. 001-34927)).
|
3.1
|
|
Certificate of Trust of Compass Diversified Trust (incorporated by reference to Exhibit 3.1 of the Form S-1 filed on December 14, 2005 (File No. 333-130326)).
|
3.2
|
|
Certificate of Amendment to Certificate of Trust of Compass Diversified Trust (incorporated by reference to Exhibit 3.1 of the Form 8-K filed on September 13, 2007 (File No. 000-51937)).
|
3.3
|
|
Certificate of Formation of Compass Group Diversified Holdings LLC (incorporated by reference to Exhibit 3.3 of the Form S-1 filed on December 14, 2005 (File No. 333-130326)).
|
3.4
|
|
Amended and Restated Trust Agreement of Compass Diversified Trust (incorporated by reference to Exhibit 3.5 of the Amendment No. 4 to the Form S-1 filed on April 26, 2006 (File No. 333-130326)).
|
3.5
|
|
Amendment No. 1 to the Amended and Restated Trust Agreement, dated as of April 25, 2006, of Compass Diversified Trust among Compass Group Diversified Holdings LLC, as Sponsor, The Bank of New York (Delaware), as Delaware Trustee, and the Regular Trustees named therein (incorporated by reference to Exhibit 4.1 of the Form 8-K filed on May 29, 2007 (File No. 000-51937)).
|
3.6
|
|
Second Amendment to the Amended and Restated Trust Agreement, dated as of April 25, 2006, as amended on May 23, 2007, of Compass Diversified Trust among Compass Group Diversified Holdings LLC, as Sponsor, The Bank of New York (Delaware), as Delaware Trustee, and the Regular Trustees named therein (incorporated by reference to Exhibit 3.2 of the Form 8-K filed on September 13, 2007 (File No. 000-51937)).
|
3.7
|
|
Third Amendment to the Amended and Restated Trust Agreement dated as of April 25, 2006, as amended on May 25, 2007 and September 14, 2007, of Compass Diversified Holdings among Compass Group Diversified Holdings LLC, as Sponsor, The Bank of New York (Delaware), as Delaware Trustee, and the Regular Trustees named therein (incorporated by reference to Exhibit 4.1 of the Form 8-K filed on December 21, 2007 (File No. 000-51937)).
|
3.8
|
|
Fourth Amendment dated as of November 1, 2010 to the Amended and Restated Trust Agreement, as amended effective November 1, 2010, of Compass Diversified Holdings, originally effective as of April 25, 2006, by and among Compass Group Diversified Holdings LLC, as Sponsor, The Bank of New York (Delaware), as Delaware Trustee, and the Regular Trustees named therein (incorporated by reference to Exhibit 3.1 of the Form 10-Q filed on November 8, 2010 (File No. 001-34927)).
|
3.9
|
|
Second Amended and Restated Operating Agreement of Compass Group Diversified Holdings, LLC dated January 9, 2007 (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on January 10, 2007, (File No. 000-51937)).
|
3.10
|
|
Third Amended and Restated Operating Agreement of Compass Group Diversified Holdings, LLC dated November 1, 2010 (incorporated by reference to Exhibit 3.2 of the Form 10-Q filed on November 8, 2010 (File No. 001-34927)).
|
3.11
|
|
Fourth Amended and Restated Operating Agreement of Compass Group Diversified Holdings LLC, dated January 1, 2012 (incorporated by reference to Exhibit 3.1 of the Form 10-Q filed on May 7, 2013 (File No. 001-34927)).
|
4.1
|
|
Specimen Certificate evidencing a share of trust of Compass Diversified Holdings (incorporated by reference to Exhibit 4.1 of the Form S-3 filed on November 7, 2007 (File No. 333-147218)).
|
4.2
|
|
Specimen LLC Interest Certificate evidencing an interest of Compass Group Diversified Holdings LLC (incorporated by reference to Exhibit A of Exhibit 10.2 of the Form 8-K filed on January 10, 2007 (File No. 000-51937)).
|
10.1
|
|
Form of Registration Rights Agreement by and among Compass Group Diversified Holdings LLC, Compass Diversified Trust and Certain Shareholders (incorporated by reference to Exhibit 10.3 of the Amendment No. 5 to the Form S-1 filed on May 5, 2006 (File No. 333-130326)).
|
10.2
|
|
Form of Supplemental Put Agreement by and between Compass Group Management LLC and Compass Group Diversified Holdings LLC (incorporated by reference to Exhibit 10.4 of the Amendment No. 4 to the Form S-1 filed on April 26, 2006 (File No. 333-130326)).
|
10.3†
|
|
Amended and Restated Employment Agreement dated as of December 1, 2008 by and between James J. Bottiglieri and Compass Group Management LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on December 3, 2008 (File No. 000-51937)).
|
10.4
|
|
Form of Share Purchase Agreement by and between Compass Group Diversified Holdings LLC, Compass Diversified Trust and CGI Diversified Holdings, LP (incorporated by reference to Exhibit 10.6 of the Amendment No. 5 to the Form S-1 filed on May 5, 2006 (File No. 333-130326)).
|
10.5
|
|
Form of Share Purchase Agreement by and between Compass Group Diversified Holdings LLC, Compass Diversified Trust and Pharos I LLC (incorporated by reference to Exhibit 10.7 of the Amendment No. 5 to the Form S-1 filed on May 5, 2006 (File No. 333-130326)).
|
10.6
|
|
Amended and Restated Management Services Agreement by and between Compass Group Diversified Holdings LLC, and Compass Group Management LLC, dated as of December 20, 2011 and originally effective as of May 16, 2006 (incorporated by reference to Exhibit 10.06 of the Form 10-K filed on March 7, 2012 (File No. 001-34927)).
|
10.7
|
|
Registration Rights Agreement by and among Compass Group Diversified Holdings LLC, Compass Diversified Trust and CGI Diversified Holdings, LP, dated as of April 3, 2007 (incorporated by reference to Exhibit 10.3 of the Amendment No. 1 to the Form S-1 filed on April 20, 2007 (File No. 333-141856)).
|
10.8
|
|
Share Purchase Agreement by and between Compass Group Diversified Holdings LLC, Compass Diversified Trust and CGI Diversified Holdings, LP, dated as of April 3, 2007 (incorporated by reference to Exhibit 10.16 of the Amendment No. 1 to the Form S-1 filed on April 20, 2007 (File No. 333-141856)).
|
10.9
|
|
Subscription Agreement dated August 24, 2011, by and among Compass Group Diversified Holdings LLC, Compass Diversified Holdings and CGI Magyar Holdings, LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on August 25, 2011 (File No. 001-34927)).
|
10.10
|
|
Registration Rights Agreement dated August 24, 2011, by and among Compass Group Diversified Holdings LLC, Compass Diversified Holdings and CGI Magyar Holdings, LLC (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on August 25, 2011 (File No. 001-34927)).
|
10.11
|
|
Credit Agreement among Compass Group Diversified Holdings LLC, the financial institutions party thereto and Bank of America, N.A., dated as of June 6, 2014 (incorporated by reference to Exhibit 10.1 to the 8-K filed on June 9, 2014 (File No. 001-34927)).
|
10.12
|
|
First Amendment to Credit Agreement dated June 29, 2015, by and among Compass Group Diversified Holdings LLC, the Lenders signatory thereto, U.S. Bank National Association and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the 8-K filed on July 2, 2015 (File No. 001-34927)).
|
10.13*
|
|
Second Amendment to Credit Agreement dated December 15, 2015, by and among Compass Group Diversified Holdings LLC, the Lenders signatory thereto, U.S. Bank National Association and Bank of America, N.A.
|
10.14
|
|
Sixth Amended and Restated Management Service Agreement by and between Compass Group Diversified Holdings LLC, and Compass Group Management LLC, dated as of September 30, 2014 and originally effective as of May 16, 2006 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 7, 2014 (File No. 001-34927)).
|
10.15†
|
|
Employment Agreement dated July 11, 2013, between Compass Group Management LLC and Ryan J. Faulkingham (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 11, 2013 (File No. 001-34927)).
|
10.16
|
|
Stock Purchase Agreement dated as of July 24, 2015, by and among Vista Outdoor Inc., CBAC Holdings, LLC and CamelBak Acquisition Corp. (incorporated by reference to exhibit 99.1 to the Company’s Current Report on Form 8-K filed on July 27, 2015 (File No. 001-34927)).
|
21.1*
|
|
List of Subsidiaries
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm
|
31.1*
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Registrant
|
31.2*
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Registrant
|
32.1*
+
|
|
Section 1350 Certification of Chief Executive Officer of Registrant
|
32.2*
+
|
|
Section 1350 Certification of Chief Financial Officer of Registrant
|
99.1
|
|
Note Purchase and Sale Agreement dated as of July 31, 2006 among Compass Group Diversified Holdings LLC, Compass Group Investments, Inc. and Compass Medical Mattress Partners, LP (incorporated by reference to Exhibit 99.1 of the Form 8-K filed on August 1, 2006 (File No. 000-51937)).
|
99.4
|
|
Share Purchase Agreement dated January 4, 2008, among Fox Factory Holding Corp., Fox Factory, Inc. and Robert C. Fox, Jr. (incorporated by reference to Exhibit 99.1 of the Form 8-K filed on January 8, 2008 (File No. 000-51937)).
|
99.5
|
|
Stock Purchase Agreement dated May 8, 2008, among Mitsui Chemicals, Inc., Silvue Technologies Group, Inc., the stockholders of Silvue Technologies Group, Inc. and the holders of Options listed on the signature pages thereto, and Compass Group Management LLC, as the Stockholders Representative (incorporated by reference to Exhibit 99.1 of the Form 8-K filed on May 9, 2008 (File No. 000-51937)).
|
99.6
|
|
Stock Purchase Agreement dated March 31, 2010 by and among Gable 5, Inc., Liberty Safe and Security Products, LLC and Liberty Safe Holding Corporation (incorporated by reference to Exhibit 99.1 of the Form 8-K filed on April 1, 2010 (File No. 000-51937)).
|
99.7
|
|
Stock Purchase Agreement dated September 16, 2010, by and among ERGO Baby Intermediate Holding Corporation, The ERGO Baby Carrier, Inc., Karin A. Frost, in her individual capacity and as Trustee of the Revocable Trust of Karin A. Frost dated February 22, 2008 and as Trustee of the Karin A. Frost 2009 Qualified Annuity Trust u/a/d 12/21/2009 (incorporated by reference to Exhibit 99.1 of the Form 8-K filed on September 17, 2010 (File No. 000-51937)).
|
99.8
|
|
Securities Purchase Agreement dated August 24, 2011, by and among CBK Holdings, LLC, CamelBak Products, LLC, CamelBak Acquisition Corp., for purposes of Section 6.15 and Articles 10 only, Compass Group Diversified Holdings LLC, and for purposes of Section 6.13 and Article 10 only, IPC/CamelBak LLC (incorporated by reference to Exhibit 99.1 of the Form 8-K filed on August 25, 2011 (File No. 001-34927)).
|
99.9
|
|
Stock Purchase Agreement dated as of March 5, 2012, by and among Arnold Magnetic Technologies Holdings Corporation, Arnold Magnetic Technologies, LLC and AMT Acquisition Corp. (incorporated by reference to Exhibit 99.1 of the Form 8-K filed on March 6, 2012 (File No. 001-34927)).
|
99.10
|
|
Stock Purchase Agreement dated as of August 7, 2014, by and among CEHI Acquisition Corporation, Clean Earth Holdings, Inc., the holders of stock and options in Clean Earth Holdings, Inc. and Littlejohn Fund III, L.P. (incorporated by reference to Exhibit 99.1 of the 8-K filed on August 11, 2014 (File No. 001-34927)).
|
99.11
|
|
Membership Interest Purchase Agreement dated as of October 10, 2014, by and among Candle Lamp Holdings, LLC, Candle Lamp Company, LLC and Sternocandlelamp Holdings, Inc. (incorporated by reference to Exhibit 99.1 of the Form 8-K filed October 10, 2014 (File No. 001-34927)).
|
99.12
|
|
Stock Purchase Agreement dated as of June 5, 2015, by and among Fresh Hemp Foods Ltd., 1037270 B.C. Ltd., 1037269 B.C. Ltd., the Stockholders’ Representative and the Signing Stockholders (incorporated by reference to exhibit 99.1 to the Company’s Current Report on Form 8-K filed on June 8, 2015 (File No. 001-34927)).
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
*
|
|
Filed herewith.
|
†
|
|
Denotes management contracts and compensatory plans or arrangements.
|
+
|
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
|
COMPASS GROUP DIVERSIFIED HOLDINGS LLC
|
|
|
|
|
Date: February 29, 2016
|
By:
|
/s/ Alan B. Offenberg
|
|
|
Alan B. Offenberg
|
|
|
Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Alan B. Offenberg
|
Chief Executive Officer
|
February 29, 2016
|
Alan B. Offenberg
|
(Principal Executive Officer)
and Director
|
|
|
|
|
/s/ Ryan J. Faulkingham
|
Chief Financial Officer
|
February 29, 2016
|
Ryan J. Faulkingham
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
/s/ C. Sean Day
|
Director
|
February 29, 2016
|
C. Sean Day
|
|
|
|
|
|
/s/ D. Eugene Ewing
|
Director
|
February 29, 2016
|
D. Eugene Ewing
|
|
|
|
|
|
/s/ Harold S. Edwards
|
Director
|
February 29, 2016
|
Harold S. Edwards
|
|
|
|
|
|
/s/ Mark H. Lazarus
|
Director
|
February 29, 2016
|
Mark H. Lazarus
|
|
|
|
|
|
/s/ Gordon Burns
|
Director
|
February 29, 2016
|
Gordon Burns
|
|
|
|
|
|
/s/ James J. Bottiglieri
|
Director
|
February 29, 2016
|
James Bottiglieri
|
|
|
|
COMPASS DIVERSIFIED HOLDINGS
|
|
|
|
|
Date: February 29, 2016
|
By:
|
/s/ Ryan J. Faulkingham
|
|
|
Ryan J. Faulkingham
|
|
|
Regular Trustee
|
|
Page
Numbers
|
Historical Financial Statements:
|
|
|
|
Supplemental Financial Data:
|
|
The following supplementary financial data of the registrant and its subsidiaries required to be included in Item 15(a) (2) of Form 10-K are listed below:
|
|
All other schedules not listed above have been omitted as not applicable or because the required information is included in the Consolidated Financial Statements or in the notes thereto.
|
|
(in thousands)
|
December 31,
2015 |
|
December 31,
2014 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
85,869
|
|
|
$
|
21,946
|
|
Accounts receivable, less allowances of $3,608 at December 31, 2015 and $3,896 at December 31, 2014
|
114,320
|
|
|
118,852
|
|
||
Inventories
|
68,371
|
|
|
58,308
|
|
||
Prepaid expenses and other current assets
|
22,803
|
|
|
23,357
|
|
||
Current assets of discontinued operations
|
—
|
|
|
98,336
|
|
||
Total current assets
|
291,363
|
|
|
320,799
|
|
||
Property, plant and equipment, net
|
118,050
|
|
|
106,981
|
|
||
Equity method investment (refer to Note E)
|
249,747
|
|
|
245,214
|
|
||
Goodwill
|
398,488
|
|
|
353,634
|
|
||
Intangible assets, net
|
353,404
|
|
|
324,091
|
|
||
Deferred debt issuance costs, less accumulated amortization of $2,362 at December 31, 2015 and $1,233 at December 31, 2014
|
9,466
|
|
|
11,197
|
|
||
Other non-current assets
|
5,127
|
|
|
5,687
|
|
||
Non-current assets of discontinued operations
|
—
|
|
|
179,827
|
|
||
Total assets
|
$
|
1,425,645
|
|
|
$
|
1,547,430
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
50,403
|
|
|
$
|
49,201
|
|
Accrued expenses
|
47,959
|
|
|
52,028
|
|
||
Due to related party
|
5,863
|
|
|
6,068
|
|
||
Current portion, long-term debt
|
3,250
|
|
|
3,250
|
|
||
Other current liabilities
|
9,004
|
|
|
6,311
|
|
||
Current liabilities of discontinued operations
|
—
|
|
|
24,373
|
|
||
Total current liabilities
|
116,479
|
|
|
141,231
|
|
||
Deferred income taxes
|
103,745
|
|
|
91,616
|
|
||
Long-term debt, less original issue discount
|
313,242
|
|
|
485,547
|
|
||
Other non-current liabilities
|
18,960
|
|
|
14,039
|
|
||
Non-current liabilities of discontinued operations
|
—
|
|
|
6,663
|
|
||
Total liabilities
|
552,426
|
|
|
739,096
|
|
||
Stockholders’ equity
|
|
|
|
||||
Trust shares, no par value, 500,000 authorized; 54,300 shares issued and outstanding at December 31, 2015 and 2014
|
825,321
|
|
|
825,321
|
|
||
Accumulated other comprehensive loss
|
(9,804
|
)
|
|
(2,542
|
)
|
||
Accumulated earnings (deficit)
|
10,567
|
|
|
(55,348
|
)
|
||
Total stockholders’ equity attributable to Holdings
|
826,084
|
|
|
767,431
|
|
||
Noncontrolling interest
|
47,135
|
|
|
25,711
|
|
||
Noncontrolling interest of discontinued operations
|
—
|
|
|
15,192
|
|
||
Total stockholders’ equity
|
873,219
|
|
|
808,334
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,425,645
|
|
|
$
|
1,547,430
|
|
|
Year ended December 31,
|
||||||||||
(in thousands, except per share data)
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
629,998
|
|
|
$
|
635,489
|
|
|
$
|
740,711
|
|
Service revenues
|
175,386
|
|
|
68,440
|
|
|
—
|
|
|||
Total net revenues
|
805,384
|
|
|
703,929
|
|
|
740,711
|
|
|||
Cost of sales
|
426,333
|
|
|
435,996
|
|
|
504,549
|
|
|||
Cost of service revenues
|
125,178
|
|
|
48,753
|
|
|
—
|
|
|||
Gross profit
|
253,873
|
|
|
219,180
|
|
|
236,162
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative expense
|
146,957
|
|
|
138,032
|
|
|
125,694
|
|
|||
Supplemental put reversal
|
—
|
|
|
—
|
|
|
(45,995
|
)
|
|||
Management fees
|
26,008
|
|
|
22,222
|
|
|
18,132
|
|
|||
Amortization expense
|
30,529
|
|
|
24,842
|
|
|
20,601
|
|
|||
Impairment expense
|
9,165
|
|
|
—
|
|
|
12,918
|
|
|||
Operating income
|
41,214
|
|
|
34,084
|
|
|
104,812
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense, net
|
(25,924
|
)
|
|
(27,061
|
)
|
|
(19,379
|
)
|
|||
Gain on equity method investment
|
4,533
|
|
|
11,029
|
|
|
—
|
|
|||
Gain on deconsolidation of subsidiary (refer to Note E)
|
—
|
|
|
264,325
|
|
|
—
|
|
|||
Amortization of debt issuance costs
|
(2,212
|
)
|
|
(2,243
|
)
|
|
(2,123
|
)
|
|||
Loss on debt extinguishment
|
—
|
|
|
(2,143
|
)
|
|
(1,785
|
)
|
|||
Other expense, net
|
(2,315
|
)
|
|
(594
|
)
|
|
(123
|
)
|
|||
Income from continuing operations before income taxes
|
15,296
|
|
|
277,397
|
|
|
81,402
|
|
|||
Provision for income taxes
|
14,974
|
|
|
5,092
|
|
|
18,518
|
|
|||
Income from continuing operations
|
322
|
|
|
272,305
|
|
|
62,884
|
|
|||
Income from discontinued operations, net of income tax
|
15,650
|
|
|
18,850
|
|
|
15,932
|
|
|||
Gain on sale of discontinued operations, net of income tax
|
149,798
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
165,770
|
|
|
291,155
|
|
|
78,816
|
|
|||
Less: Income from continuing operations attributable to noncontrolling interest
|
3,303
|
|
|
11,853
|
|
|
10,346
|
|
|||
Less: Income from discontinued operations attributable to noncontrolling interest
|
629
|
|
|
467
|
|
|
406
|
|
|||
Net income attributable to Holdings
|
$
|
161,838
|
|
|
$
|
278,835
|
|
|
$
|
68,064
|
|
Amounts attributable to Holdings:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
(2,981
|
)
|
|
$
|
260,452
|
|
|
$
|
52,538
|
|
Income from discontinued operations, net of income tax
|
15,021
|
|
|
18,383
|
|
|
15,526
|
|
|||
Income on sale of discontinued operations, net of income tax
|
149,798
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to Holdings
|
$
|
161,838
|
|
|
$
|
278,835
|
|
|
$
|
68,064
|
|
Basic and fully diluted income (loss) per share attributable to Holdings (refer to Note N)
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.43
|
)
|
|
$
|
5.01
|
|
|
$
|
0.73
|
|
Discontinued operations
|
3.04
|
|
|
0.37
|
|
|
0.32
|
|
|||
|
$
|
2.61
|
|
|
$
|
5.38
|
|
|
$
|
1.05
|
|
Weighted average number of shares outstanding - basic and fully diluted
|
54,300
|
|
|
49,089
|
|
|
48,300
|
|
|||
Cash distribution declared per share (refer to Note N)
|
$
|
1.44
|
|
|
$
|
1.44
|
|
|
$
|
1.44
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
165,770
|
|
|
$
|
291,155
|
|
|
$
|
78,816
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(7,733
|
)
|
|
(1,959
|
)
|
|
612
|
|
|||
Pension benefit liability, net
|
471
|
|
|
(1,276
|
)
|
|
213
|
|
|||
Total comprehensive income, net of tax
|
$
|
158,508
|
|
|
$
|
287,920
|
|
|
$
|
79,641
|
|
(in thousands)
|
Number of
Shares
|
|
Amount
|
|
Accumulated
Deficit
|
|
Accum. Other
Comprehensive
Income (Loss)
|
|
Stockholders’
Equity
Attrib. to
Holdings
|
|
Non-
Controlling
Interest
|
|
Non-controlling
Interest of Disc.
Ops.
|
|
Total
Stockholders’
Equity
|
|||||||||||||||
Balance — January 1, 2013
|
48,300
|
|
|
$
|
650,043
|
|
|
$
|
(235,283
|
)
|
|
$
|
(132
|
)
|
|
$
|
414,628
|
|
|
$
|
29,151
|
|
|
$
|
12,433
|
|
|
$
|
456,212
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
68,064
|
|
|
—
|
|
|
68,064
|
|
|
10,346
|
|
|
406
|
|
|
78,816
|
|
|||||||
Total comprehensive income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
825
|
|
|
825
|
|
|
—
|
|
|
—
|
|
|
825
|
|
|||||||
Effect of subsidiary initial public offering (refer to Note E)
|
—
|
|
|
75,410
|
|
|
—
|
|
|
—
|
|
|
75,410
|
|
|
41,628
|
|
|
—
|
|
|
117,038
|
|
|||||||
Distribution to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,090
|
)
|
|
—
|
|
|
(3,090
|
)
|
|||||||
Distribution to Allocation Interest holders (refer to Note N)
|
—
|
|
|
—
|
|
|
(15,990
|
)
|
|
—
|
|
|
(15,990
|
)
|
|
—
|
|
|
—
|
|
|
(15,990
|
)
|
|||||||
Option activity attributable to noncontrolling shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,736
|
|
|
940
|
|
|
4,676
|
|
|||||||
Distributions paid
|
—
|
|
|
—
|
|
|
(69,552
|
)
|
|
—
|
|
|
(69,552
|
)
|
|
—
|
|
|
—
|
|
|
(69,552
|
)
|
|||||||
Balance — December 31, 2013
|
48,300
|
|
|
$
|
725,453
|
|
|
$
|
(252,761
|
)
|
|
$
|
693
|
|
|
$
|
473,385
|
|
|
$
|
81,771
|
|
|
$
|
13,779
|
|
|
$
|
568,935
|
|
Net income
|
—
|
|
|
—
|
|
|
278,835
|
|
|
—
|
|
|
278,835
|
|
|
11,853
|
|
|
467
|
|
|
291,155
|
|
|||||||
Total comprehensive income (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,235
|
)
|
|
(3,235
|
)
|
|
—
|
|
|
—
|
|
|
(3,235
|
)
|
|||||||
Issuance of Trust shares, net of offering costs
|
6,000
|
|
|
99,868
|
|
|
—
|
|
|
—
|
|
|
99,868
|
|
|
—
|
|
|
|
|
|
99,868
|
|
|||||||
Effect of deconsolidation of subsidiary (refer to Note E)
|
—
|
|
|
—
|
|
|
(359
|
)
|
|
—
|
|
|
(359
|
)
|
|
(76,928
|
)
|
|
—
|
|
|
(77,287
|
)
|
|||||||
Proceeds from Clean Earth noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,275
|
|
|
—
|
|
|
2,275
|
|
|||||||
Distribution to Allocation Interest holders (refer to Note N)
|
—
|
|
|
—
|
|
|
(11,870
|
)
|
|
—
|
|
|
(11,870
|
)
|
|
—
|
|
|
—
|
|
|
(11,870
|
)
|
|||||||
Option activity attributable to noncontrolling shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,099
|
|
|
946
|
|
|
8,045
|
|
|||||||
Effect of subsidiary stock option exercise
|
—
|
|
|
—
|
|
|
359
|
|
|
—
|
|
|
359
|
|
|
(359
|
)
|
|
—
|
|
|
—
|
|
|||||||
Distributions paid
|
—
|
|
|
—
|
|
|
(69,552
|
)
|
|
—
|
|
|
(69,552
|
)
|
|
—
|
|
|
—
|
|
|
(69,552
|
)
|
|||||||
Balance — December 31, 2014
|
54,300
|
|
|
$
|
825,321
|
|
|
$
|
(55,348
|
)
|
|
$
|
(2,542
|
)
|
|
$
|
767,431
|
|
|
$
|
25,711
|
|
|
$
|
15,192
|
|
|
$
|
808,334
|
|
Net income
|
—
|
|
|
—
|
|
|
161,838
|
|
|
—
|
|
|
161,838
|
|
|
3,303
|
|
|
629
|
|
|
165,770
|
|
|||||||
Total comprehensive income (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,262
|
)
|
|
(7,262
|
)
|
|
—
|
|
|
—
|
|
|
(7,262
|
)
|
|||||||
Option activity attributable to noncontrolling shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,172
|
|
|
564
|
|
|
3,736
|
|
|||||||
Effect of subsidiary stock option exercise
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|
500
|
|
|||||||
Proceeds from Manitoba Harvest noncontrolling shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,638
|
|
|
—
|
|
|
7,638
|
|
|||||||
Disposition of CamelBak
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,101
|
)
|
|
(16,101
|
)
|
|||||||
Disposition of American Furniture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(284
|
)
|
|
(284
|
)
|
|||||||
Proceeds from Manitoba Harvest noncontrolling shareholders - HOCI
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,811
|
|
|
—
|
|
|
6,811
|
|
|||||||
Distribution to Allocation Interest holders (refer to Note N)
|
—
|
|
|
—
|
|
|
(17,731
|
)
|
|
—
|
|
|
(17,731
|
)
|
|
—
|
|
|
—
|
|
|
(17,731
|
)
|
|||||||
Distributions paid
|
—
|
|
|
—
|
|
|
(78,192
|
)
|
|
—
|
|
|
(78,192
|
)
|
|
—
|
|
|
—
|
|
|
(78,192
|
)
|
|||||||
Balance — December 31, 2015
|
54,300
|
|
|
$
|
825,321
|
|
|
$
|
10,567
|
|
|
$
|
(9,804
|
)
|
|
$
|
826,084
|
|
|
$
|
47,135
|
|
|
$
|
—
|
|
|
$
|
873,219
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
165,770
|
|
|
$
|
291,155
|
|
|
$
|
78,816
|
|
Income from discontinued operations
|
15,650
|
|
|
18,850
|
|
|
15,932
|
|
|||
Gain on sale of discontinued operations
|
149,798
|
|
|
—
|
|
|
—
|
|
|||
Net income from continuing operations
|
322
|
|
|
272,305
|
|
|
62,884
|
|
|||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation expense
|
21,915
|
|
|
15,368
|
|
|
12,513
|
|
|||
Amortization expense
|
33,612
|
|
|
26,886
|
|
|
20,604
|
|
|||
Impairment expense
|
9,165
|
|
|
—
|
|
|
12,918
|
|
|||
Amortization of debt issuance costs and original issue discount
|
2,883
|
|
|
3,125
|
|
|
3,366
|
|
|||
Loss on debt extinguishment
|
—
|
|
|
2,143
|
|
|
1,785
|
|
|||
Supplemental put expense (reversal)
|
—
|
|
|
—
|
|
|
(45,995
|
)
|
|||
Unrealized loss on interest rate swap
|
5,662
|
|
|
7,722
|
|
|
130
|
|
|||
Noncontrolling stockholder stock based compensation
|
3,173
|
|
|
3,799
|
|
|
3,738
|
|
|||
Net gain on deconsolidation of subsidiary - FOX
|
—
|
|
|
(264,325
|
)
|
|
—
|
|
|||
Gain on equity method investment
|
(4,533
|
)
|
|
(11,029
|
)
|
|
—
|
|
|||
Excess tax benefit from subsidiary stock options exercised
|
—
|
|
|
(1,662
|
)
|
|
—
|
|
|||
Deferred taxes
|
(4,488
|
)
|
|
(10,189
|
)
|
|
(6,667
|
)
|
|||
Other
|
(3
|
)
|
|
1,399
|
|
|
342
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
11,814
|
|
|
(10,522
|
)
|
|
(14,458
|
)
|
|||
(Increase) decrease in inventories
|
(3,303
|
)
|
|
13,232
|
|
|
(19,763
|
)
|
|||
(Increase) decrease in prepaid expenses and other current assets
|
398
|
|
|
14
|
|
|
(658
|
)
|
|||
Increase (decrease) in accounts payable and accrued expenses
|
(6,433
|
)
|
|
(6,810
|
)
|
|
14,049
|
|
|||
Payment of profit allocation
|
—
|
|
|
—
|
|
|
(5,603
|
)
|
|||
Net cash provided by operating activities - continuing operations
|
70,184
|
|
|
41,456
|
|
|
39,185
|
|
|||
Net cash provided by operating activities - discontinued operations
|
14,364
|
|
|
29,239
|
|
|
33,189
|
|
|||
Net cash provided by operations
|
84,548
|
|
|
70,695
|
|
|
72,374
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
(130,292
|
)
|
|
(474,657
|
)
|
|
(1,117
|
)
|
|||
Purchases of property and equipment
|
(16,588
|
)
|
|
(10,799
|
)
|
|
(16,319
|
)
|
|||
Proceeds from the FOX stock offering
|
—
|
|
|
65,528
|
|
|
80,913
|
|
|||
Proceeds from sale of businesses
|
385,510
|
|
|
2,001
|
|
|
2,760
|
|
|||
Payment of interest rate swap
|
(2,007
|
)
|
|
(2,008
|
)
|
|
—
|
|
|||
Other investing activities
|
(104
|
)
|
|
(381
|
)
|
|
4,131
|
|
|||
Net cash provided by (used in) investing activities - continuing operations
|
236,519
|
|
|
(420,316
|
)
|
|
70,368
|
|
|||
Net cash used in investing activities - discontinued operations
|
(2,639
|
)
|
|
(4,437
|
)
|
|
(4,082
|
)
|
|||
Net cash provided by (used in) investing activities
|
233,880
|
|
|
(424,753
|
)
|
|
66,286
|
|
Buildings and improvements
|
15 to 25 years
|
Machinery and equipment
|
2 to 25 years
|
Office furniture, computers and software
|
2 to 8 years
|
Leasehold improvements
|
Shorter of useful life or lease term
|
Manitoba Harvest
|
|
|
||
(in thousands)
|
|
|
||
Amounts Recognized as of Acquisition Date
|
|
|
||
Assets:
|
|
|
||
Cash
|
|
$
|
164
|
|
Accounts receivable
|
|
3,787
|
|
|
Inventory
(1)
|
|
8,743
|
|
|
Property, plant and equipment
|
|
8,203
|
|
|
Goodwill
|
|
37,882
|
|
|
Intangible assets
|
|
63,687
|
|
|
Other current and noncurrent assets
|
|
986
|
|
|
Total assets
|
|
$
|
123,452
|
|
|
|
|
||
Liabilities and noncontrolling interest:
|
|
|
||
Current liabilities
|
|
3,267
|
|
|
Deferred tax liabilities
|
|
16,593
|
|
|
Other liabilities
|
|
23,332
|
|
|
Noncontrolling interest
|
|
7,638
|
|
|
Total liabilities and noncontrolling interest
|
|
$
|
50,830
|
|
|
|
|
||
Net assets acquired
|
|
$
|
72,622
|
|
Noncontrolling interest
|
|
7,638
|
|
|
Intercompany loans to business
|
|
23,593
|
|
|
|
|
$
|
103,853
|
|
Acquisition Consideration
|
|
|
||
Purchase price
|
|
$
|
104,437
|
|
Working capital adjustment
|
|
(584
|
)
|
|
Total purchase consideration
|
|
$
|
103,853
|
|
Less: Transaction costs
|
|
(1,145
|
)
|
|
Purchase price, net
|
|
$
|
102,708
|
|
Intangible assets
|
|
Amount
|
|
Estimated Useful Life
|
||
Tradename
|
|
$
|
13,005
|
|
|
Indefinite
|
Technology and processes
|
|
9,616
|
|
|
10 years
|
|
Customer relationships
|
|
41,066
|
|
|
15 years
|
|
|
|
$
|
63,687
|
|
|
|
Clean Earth
|
|
|
||
(in thousands)
|
|
|
||
Amounts Recognized as of Acquisition Date
|
|
|
||
Assets:
|
|
|
||
Cash
|
|
$
|
3,683
|
|
Accounts receivable, net
(1)
|
|
41,821
|
|
|
Property, plant and equipment
(2)
|
|
43,437
|
|
|
Intangible assets
|
|
135,939
|
|
|
Goodwill
|
|
109,738
|
|
|
Other current and noncurrent assets
|
|
8,697
|
|
|
Total assets
|
|
$
|
343,315
|
|
|
|
|
||
Liabilities and noncontrolling interest:
|
|
|
||
Current liabilities
|
|
$
|
27,205
|
|
Other liabilities
|
|
149,760
|
|
|
Deferred tax liabilities
|
|
61,299
|
|
|
Noncontrolling interest
|
|
2,275
|
|
|
Total liabilities and noncontrolling interest
|
|
$
|
240,539
|
|
|
|
|
||
Net assets acquired
|
|
$
|
102,776
|
|
Noncontrolling interest
|
|
2,275
|
|
|
Intercompany loans to business and debt assumed
|
|
148,248
|
|
|
|
|
$
|
253,299
|
|
|
|
|
||
Acquisition Consideration
|
|
|
||
Purchase price
|
|
$
|
243,000
|
|
Working capital adjustment
|
|
6,616
|
|
|
Cash acquired
|
|
3,683
|
|
|
Total purchase consideration
|
|
$
|
253,299
|
|
Less: Transaction costs
|
|
(1,935
|
)
|
|
Purchase price, net
|
|
$
|
251,364
|
|
Intangible assets
|
|
Amount
|
|
Estimated Useful Life
|
||
Customer relationships
|
|
$
|
25,730
|
|
|
15 years
|
Permits and Airspace
|
|
93,209
|
|
|
10 - 20 years
|
|
Trade name
|
|
17,000
|
|
|
20 years
|
|
|
|
$
|
135,939
|
|
|
|
Sterno Products
|
|
|
||
(in thousands)
|
|
|
||
Amounts Recognized as of Acquisition Date
|
|
|
||
Assets:
|
|
|
||
Accounts Receivable
(1)
|
|
$
|
18,534
|
|
Inventory
(2)
|
|
19,932
|
|
|
Property, plant and equipment
(3)
|
|
18,004
|
|
|
Intangible assets
|
|
90,950
|
|
|
Goodwill
|
|
33,717
|
|
|
Other current and non-current assets
|
|
1,734
|
|
|
Total assets
|
|
$
|
182,871
|
|
Liabilities:
|
|
|
||
Current liabilities
|
|
$
|
20,120
|
|
Other liabilities
|
|
91,647
|
|
|
Total liabilities
|
|
$
|
111,767
|
|
|
|
|
||
Net assets acquired
|
|
$
|
71,104
|
|
Intercompany loans to business
|
|
91,647
|
|
|
|
|
$
|
162,751
|
|
Acquisition Consideration
|
|
|
||
Purchase Price
|
|
$
|
161,500
|
|
Working Capital Adjustment
|
|
1,251
|
|
|
Total purchase consideration
|
|
$
|
162,751
|
|
Less: Transaction costs
|
|
(2,765
|
)
|
|
Purchase price, net
|
|
$
|
159,986
|
|
Intangible assets
|
|
Amount
|
|
Estimated Useful Life
|
||
Customer Relationships
|
|
60,140
|
|
|
10 years
|
|
Trade name
|
|
30,810
|
|
|
Indefinite
|
|
|
|
$
|
90,950
|
|
|
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Net revenues
|
$
|
828,547
|
|
|
$
|
939,707
|
|
Operating income
|
39,892
|
|
|
40,952
|
|
||
Net income from continuing operations
|
(1,941
|
)
|
|
255,266
|
|
||
Net income from continuing operations attributable to Holdings
|
(5,320
|
)
|
|
243,629
|
|
||
Basic and fully diluted net income per share attributable to Holdings
|
(0.48
|
)
|
|
4.67
|
|
(in thousands)
|
|
For the period January 1, 2015 through disposition
|
|
Year ended December 31, 2014
|
|
Year ended December 31, 2013
|
||||||
Net sales
|
|
$
|
96,519
|
|
|
$
|
148,675
|
|
|
$
|
139,943
|
|
Gross profit
|
|
41,415
|
|
|
62,672
|
|
|
61,355
|
|
|||
Operating income
|
|
14,348
|
|
|
17,913
|
|
|
17,919
|
|
|||
Income from continuing operations before income taxes
|
|
16,607
|
|
|
18,266
|
|
|
17,953
|
|
|||
Provision for income taxes
|
|
5,010
|
|
|
3,144
|
|
|
2,198
|
|
|||
Income from discontinued operations
(1)
|
|
$
|
11,597
|
|
|
$
|
15,122
|
|
|
$
|
15,755
|
|
(in thousands)
|
|
For the period January 1, 2015 through disposition
|
|
Year ended December 31, 2014
|
|
Year ended December 31, 2013
|
||||||
Net sales
|
|
$
|
122,420
|
|
|
$
|
129,696
|
|
|
$
|
104,885
|
|
Gross profit
|
|
11,613
|
|
|
11,817
|
|
|
8,314
|
|
|||
Operating income
|
|
4,126
|
|
|
3,661
|
|
|
175
|
|
|||
Income from continuing operations before income taxes
|
|
4,134
|
|
|
3,757
|
|
|
193
|
|
|||
Provision for income taxes
|
|
81
|
|
|
28
|
|
|
13
|
|
|||
Income from discontinued operations
(1)
|
|
$
|
4,053
|
|
|
$
|
3,729
|
|
|
$
|
180
|
|
|
|
|
December 31, 2014
|
||||||||||
|
|
|
CamelBak
|
|
American Furniture
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
|
|||||||
|
Cash
|
|
$
|
975
|
|
|
$
|
781
|
|
|
$
|
1,756
|
|
|
Accounts receivable, net
|
|
22,492
|
|
|
16,191
|
|
|
38,683
|
|
|||
|
Inventories
|
|
27,511
|
|
|
25,395
|
|
|
52,906
|
|
|||
|
Prepaid expenses and other current assets
|
|
4,627
|
|
|
364
|
|
|
4,991
|
|
|||
|
Current assets held for sale
|
|
$
|
55,605
|
|
|
$
|
42,731
|
|
|
$
|
98,336
|
|
|
Property, plant and equipment, net
|
|
7,987
|
|
|
903
|
|
|
8,890
|
|
|||
|
Goodwill
|
|
5,546
|
|
|
—
|
|
|
5,546
|
|
|||
|
Intangible assets, net
|
|
162,761
|
|
|
368
|
|
|
163,129
|
|
|||
|
Other non-current assets
|
|
2,262
|
|
|
—
|
|
|
2,262
|
|
|||
|
Noncurrent assets held for sale
|
|
$
|
178,556
|
|
|
$
|
1,271
|
|
|
$
|
179,827
|
|
Liabilities:
|
|
|
|
|
|
|
|||||||
|
Accounts payable
|
|
6,431
|
|
|
6,468
|
|
|
12,899
|
|
|||
|
Accrued expenses and other current liabilities
|
|
9,834
|
|
|
1,640
|
|
|
11,474
|
|
|||
|
Current liabilities held for sale
|
|
$
|
16,265
|
|
|
$
|
8,108
|
|
|
$
|
24,373
|
|
|
Deferred income taxes
|
|
6,115
|
|
|
—
|
|
|
6,115
|
|
|||
|
Other noncurrent liabilities
|
|
548
|
|
|
—
|
|
|
548
|
|
|||
|
Noncurrent liabilities held for sale
|
|
$
|
6,663
|
|
|
$
|
—
|
|
|
$
|
6,663
|
|
Noncontrolling interest of discontinued operations
|
|
$
|
14,932
|
|
|
$
|
260
|
|
|
$
|
15,192
|
|
|
Trust Shares
|
|
NCI
|
|
Total
|
||||||
Effect of FOX IPO proceeds
|
$
|
73,421
|
|
|
$
|
36,125
|
|
|
$
|
109,546
|
|
Effect of FOX IPO proceeds on NCI
(1)
|
—
|
|
|
7,492
|
|
|
7,492
|
|
|||
Effect of FOX IPO on majority trust shares
(2)
|
1,989
|
|
|
(1,989
|
)
|
|
—
|
|
|||
|
$
|
75,410
|
|
|
$
|
41,628
|
|
|
$
|
117,038
|
|
(1)
|
Represents the effect on noncontrolling shareholders resulting from the Company’s proceeds from the FOX IPO, as determined based on the proportionate interest of the carrying value of FOX.
|
(2)
|
Represents the majority ownership effect on the Company resulting from the FOX IPO.
|
|
|
Year ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Balance January 1st
|
|
$
|
245,214
|
|
|
$
|
—
|
|
Effect of deconsolidation
|
|
—
|
|
|
234,185
|
|
||
Gain on investment
|
|
4,533
|
|
|
11,029
|
|
||
Balance December 31st
|
|
$
|
249,747
|
|
|
$
|
245,214
|
|
•
|
Ergobaby
, headquartered in Los Angeles, California, is a designer, marketer and distributor of wearable baby carriers and related baby wearing products, as well as stroller travel systems and accessories. Ergobaby offers a broad range of wearable baby carriers, stroller travel systems and related products that are sold through more than
450
retailers and web shops in the United States and throughout the world. Ergobaby has
two
main product lines: baby carriers (baby carriers and accessories) and infant travel systems (strollers and accessories).
|
•
|
Liberty Safe
is a designer, manufacturer and marketer of premium home and gun safes in North America. From it’s over
314,000
square foot manufacturing facility, Liberty produces a wide range of home and gun safe models in a broad assortment of sizes, features and styles. Liberty is headquartered in Payson, Utah.
|
•
|
Manitoba Harvest
is a pioneer and leader in the manufacture and distribution of branded, hemp based food products. Manitoba Harvest’s products, which include Hemp Hearts™, Hemp Heart Bites™, Hemp Heart Bars™, and Hemp protein powders, are currently carried in over
7,000
retail stores across the U.S. and Canada. Manitoba Harvest is headquartered in Winnipeg, Manitoba.
|
•
|
Advanced Circuits
, an electronic components manufacturing company, is a provider of small-run, quick-turn and volume production rigid printed circuit boards. ACI manufactures and delivers custom printed circuit boards to customers primarily in North America. ACI is headquartered in Aurora, Colorado.
|
•
|
Arnold Magnetics
is a global manufacturer of engineered magnetic solutions for a wide range of specialty applications and end-markets, including energy, medical, aerospace and defense, consumer electronics, general industrial and automotive. Arnold Magnetics produces high performance permanent magnets (PMAG), flexible magnets (FlexMag) and precision foil products (Precision Thin Metals) that are mission critical in motors, generators, sensors and other systems and components. Based on its long-term relationships, the company has built a diverse and blue-chip customer base totaling more than
2,000
clients worldwide. Arnold Magnetics is headquartered in Rochester, New York.
|
•
|
Clean Earth
provides environmental services for a variety of contaminated materials including soils dredged materials, hazardous waste and drill cuttings. Clean Earth analyzes, treats, documents and recycles waste streams generated in multiple end markets such as power, construction, oil and gas, infrastructure, industrial and dredging. Clean Earth is headquartered in Hatsboro, Pennsylvania and operates
14
facilities in the eastern United States.
|
•
|
Sterno Products
is a manufacturer and marketer of portable food warming fuel and creative table lighting solutions for the food service industry. Sterno's products include wick and gel chafing fuels, butane stoves and accessories, liquid and traditional wax candles, catering equipment and lamps. Sterno Products is headquartered in Corona, California.
|
•
|
Tridien
is a designer and manufacturer of powered and non-powered medical therapeutic support surfaces and patient positioning devices serving the acute care, long-term care and home health care markets. Tridien is headquartered in Coral Springs, Florida and its products are sold primarily in North America.
|
|
Year ended December 31,
|
||||||||||
Net sales of operating segments
|
2015
|
|
2014
|
|
2013
|
||||||
Ergobaby
|
$
|
86,506
|
|
|
$
|
82,255
|
|
|
$
|
67,340
|
|
FOX
|
—
|
|
|
149,995
|
|
|
272,746
|
|
|||
Liberty
|
101,146
|
|
|
90,149
|
|
|
126,541
|
|
|||
Manitoba Harvest
|
17,423
|
|
|
—
|
|
|
—
|
|
|||
ACI
|
87,532
|
|
|
85,918
|
|
|
87,406
|
|
|||
Arnold Magnetics
|
119,994
|
|
|
123,205
|
|
|
126,606
|
|
|||
Clean Earth
|
175,386
|
|
|
68,440
|
|
|
—
|
|
|||
Sterno Products
|
139,991
|
|
|
36,713
|
|
|
—
|
|
|||
Tridien
|
77,406
|
|
|
67,254
|
|
|
60,072
|
|
|||
Total
|
805,384
|
|
|
703,929
|
|
|
740,711
|
|
|||
Reconciliation of segment revenues to consolidated revenues:
|
|
|
|
|
|
||||||
Corporate and other
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total consolidated revenues
|
$
|
805,384
|
|
|
$
|
703,929
|
|
|
$
|
740,711
|
|
|
Year ended December 31,
|
||||||||||
International revenues
|
2015
|
|
2014
|
|
2013
|
||||||
Ergobaby
|
$
|
48,237
|
|
|
$
|
46,702
|
|
|
$
|
40,322
|
|
FOX
|
—
|
|
|
79,306
|
|
|
176,633
|
|
|||
Manitoba Harvest
|
8,733
|
|
|
—
|
|
|
—
|
|
|||
Arnold Magnetics
|
44,187
|
|
|
55,591
|
|
|
61,406
|
|
|||
Sterno Products
|
3,575
|
|
|
2,137
|
|
|
—
|
|
|||
Total international revenues
|
$
|
104,732
|
|
|
$
|
183,736
|
|
|
$
|
278,361
|
|
|
Year ended December 31,
|
||||||||||
Profit (loss) of operating segments
(1)
|
2015
|
|
2014
|
|
2013
|
||||||
Ergobaby
|
$
|
22,157
|
|
|
$
|
18,147
|
|
|
$
|
12,616
|
|
FOX
|
—
|
|
|
17,292
|
|
|
38,781
|
|
|||
Liberty
|
11,858
|
|
|
(2,717
|
)
|
|
12,458
|
|
|||
Manitoba Harvest
(2)
|
(6,150
|
)
|
|
—
|
|
|
—
|
|
|||
ACI
|
24,144
|
|
|
22,455
|
|
|
22,945
|
|
|||
Arnold Magnetics
|
7,584
|
|
|
7,095
|
|
|
8,914
|
|
|||
Clean Earth
(3)
|
11,013
|
|
|
2,737
|
|
|
—
|
|
|||
Sterno Products
(4)
|
13,200
|
|
|
(1,810
|
)
|
|
—
|
|
|||
Tridien
(5)
|
(8,703
|
)
|
|
2,191
|
|
|
(10,227
|
)
|
|||
Total
|
75,103
|
|
|
65,390
|
|
|
85,487
|
|
|||
Reconciliation of segment profit to consolidated income (loss) from continuing operations before income taxes:
|
|
|
|
|
|
||||||
Interest expense, net
|
(25,924
|
)
|
|
(27,061
|
)
|
|
(19,379
|
)
|
|||
Other income (expense), net
|
(2,315
|
)
|
|
(594
|
)
|
|
(123
|
)
|
|||
Gain on equity method investment
|
4,533
|
|
|
11,029
|
|
|
—
|
|
|||
Corporate and other
(6)
|
(36,101
|
)
|
|
228,633
|
|
|
15,417
|
|
|||
Total consolidated income (loss) from continuing operations before income taxes
|
$
|
15,296
|
|
|
$
|
277,397
|
|
|
$
|
81,402
|
|
(1)
|
Segment profit (loss) represents operating income (loss).
|
(2)
|
Results from the year ended December 31, 2015 include
$1.1 million
of acquisition related costs in connection with the acquisition of Manitoba Harvest,
$0.4 million
acquisition related costs in connection with Manitoba Harvest's acquisition of HOCI,
$3.1 million
of cost of goods sold expense related to the amortization of the step-up in inventory basis resulting from the purchase price allocation of Manitoba Harvest, and
$0.5 million
in integration service fees paid to CGM.
|
(3)
|
The year ended December 31, 2014 includes
$1.9 million
of acquisition related costs incurred in connection with the acquisition of Clean Earth, and
$0.6 million
in integration service fees paid to CGM. The year ended December 31, 2015 includes
$1.9 million
in integration service fees paid to CGM.
|
(4)
|
The year ended December 31, 2014 includes
$2.8 million
of acquisition related costs incurred in connection with the acquisition of Sterno,
$2.0 million
of cost of goods sold expense related to the amortization of the step-up in inventory basis resulting from the purchase price allocation of Sterno, and
$0.4 million
in integration service fees paid to CGM. The year ended December 31, 2015 includes
$1.1 million
in integration service fees paid to CGM.
|
(5)
|
Includes
$12.9 million
of goodwill and intangible assets impairment charges during the year ended December 31, 2013 and
$9.2 million
of impairment charges during the year ended December 31, 2015. See Note H - Goodwill and Other Intangible Assets.
|
(6)
|
Primarily relates to the gain on the deconsolidation of FOX during 2014, the supplemental put reversal as a result of termination of the MSA during 2013, and management fees expensed and payable to CGM.
|
Accounts receivable
|
December 31, 2015
|
|
December 31, 2014
|
||||
Ergobaby
|
$
|
8,076
|
|
|
$
|
9,671
|
|
Liberty
|
12,941
|
|
|
11,376
|
|
||
Manitoba Harvest
|
5,512
|
|
|
—
|
|
||
ACI
|
5,946
|
|
|
5,730
|
|
||
Arnold Magnetics
|
15,083
|
|
|
15,664
|
|
||
Clean Earth
|
42,291
|
|
|
52,059
|
|
||
Sterno Products
|
19,508
|
|
|
21,113
|
|
||
Tridien
|
8,571
|
|
|
7,135
|
|
||
Total
|
117,928
|
|
|
122,748
|
|
||
Reconciliation of segment to consolidated totals:
|
|
|
|
||||
Corporate and other
|
—
|
|
|
—
|
|
||
Total
|
117,928
|
|
|
122,748
|
|
||
Allowance for doubtful accounts
|
(3,608
|
)
|
|
(3,896
|
)
|
||
Total consolidated net accounts receivable
|
$
|
114,320
|
|
|
$
|
118,852
|
|
|
|
Identifiable Assets
|
|
Depreciation and Amortization
|
||||||||||||||||
|
|
December 31
|
|
Year ended December 31,
|
||||||||||||||||
|
|
2015 (1)
|
|
2014 (1)
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Ergobaby
|
|
$
|
62,436
|
|
|
$
|
65,309
|
|
|
$
|
3,475
|
|
|
$
|
3,832
|
|
|
$
|
3,686
|
|
FOX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,785
|
|
|
7,759
|
|
|||||
Liberty
|
|
31,395
|
|
|
34,139
|
|
|
3,518
|
|
|
6,250
|
|
|
6,173
|
|
|||||
Manitoba Harvest
|
|
88,541
|
|
|
—
|
|
|
5,192
|
|
|
—
|
|
|
—
|
|
|||||
ACI
|
|
17,275
|
|
|
19,334
|
|
|
2,996
|
|
|
4,606
|
|
|
4,930
|
|
|||||
Arnold Magnetics
|
|
72,310
|
|
|
77,610
|
|
|
8,766
|
|
|
8,528
|
|
|
8,135
|
|
|||||
Clean Earth
|
|
185,087
|
|
|
203,939
|
|
|
20,410
|
|
|
6,605
|
|
|
—
|
|
|||||
Sterno Products
|
|
121,910
|
|
|
126,301
|
|
|
7,963
|
|
|
4,643
|
|
|
—
|
|
|||||
Tridien
(2)
|
|
15,526
|
|
|
14,844
|
|
|
2,452
|
|
|
2,503
|
|
|
2,178
|
|
|||||
Total
|
|
594,480
|
|
|
541,476
|
|
|
54,772
|
|
|
41,752
|
|
|
32,861
|
|
|||||
Reconciliation of segment to consolidated total:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate and other identifiable assets
|
|
318,357
|
|
|
255,305
|
|
|
755
|
|
|
501
|
|
|
253
|
|
|||||
Assets of discontinued operations
|
|
—
|
|
|
278,163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of debt issuance costs and original issue discount
|
|
—
|
|
|
—
|
|
|
2,883
|
|
|
3,125
|
|
|
3,366
|
|
|||||
Total
|
|
$
|
912,837
|
|
|
$
|
1,074,944
|
|
|
$
|
58,410
|
|
|
$
|
45,378
|
|
|
$
|
36,480
|
|
(1)
|
Does not include accounts receivable balances per schedule above or goodwill balances.
|
(2)
|
Tridien identifiable assets reflect impairment incurred during 2015 (see "Note H - Goodwill and Other Intangible Assets").
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Machinery and equipment
|
$
|
135,357
|
|
|
$
|
114,797
|
|
Office furniture, computers and software
|
9,500
|
|
|
6,653
|
|
||
Leasehold improvements
|
8,706
|
|
|
6,476
|
|
||
Buildings and land
|
31,856
|
|
|
25,096
|
|
||
|
185,419
|
|
|
153,022
|
|
||
Less: accumulated depreciation
|
(67,369
|
)
|
|
(46,041
|
)
|
||
Total
|
$
|
118,050
|
|
|
$
|
106,981
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Raw materials and supplies
|
$
|
29,809
|
|
|
$
|
25,826
|
|
Work-in-process
|
9,035
|
|
|
7,147
|
|
||
Finished goods
|
33,653
|
|
|
30,315
|
|
||
Less: obsolescence reserve
|
(4,126
|
)
|
|
(4,980
|
)
|
||
Total
|
$
|
68,371
|
|
|
$
|
58,308
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Goodwill - gross carrying amount
|
|
$
|
460,319
|
|
|
$
|
406,537
|
|
Accumulated impairment losses
|
|
(61,831
|
)
|
|
(52,903
|
)
|
||
Goodwill - net carrying amount
|
|
$
|
398,488
|
|
|
$
|
353,634
|
|
|
Corporate
(1)
|
|
Ergobaby
|
|
FOX
|
|
Liberty
|
|
Manitoba Harvest
|
|
ACI
|
|
Arnold
(2)
|
|
Clean Earth
|
|
Sterno
|
|
Tridien
|
|
Total
|
||||||||||||||||||||||
Balance as of January 1, 2014
|
$
|
8,649
|
|
|
$
|
41,664
|
|
|
$
|
31,924
|
|
|
$
|
32,684
|
|
|
$
|
—
|
|
|
$
|
57,615
|
|
|
$
|
51,767
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,762
|
|
|
$
|
241,065
|
|
Acquisition of businesses
(3)
|
—
|
|
|
—
|
|
|
13,371
|
|
|
144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,633
|
|
|
33,716
|
|
|
—
|
|
|
157,864
|
|
|||||||||||
Effect of deconsolidation of subsidiary
(4)
|
—
|
|
|
—
|
|
|
(45,295
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,295
|
)
|
|||||||||||
Balance at December 31, 2014
|
8,649
|
|
|
41,664
|
|
|
—
|
|
|
32,828
|
|
|
—
|
|
|
57,615
|
|
|
51,767
|
|
|
110,633
|
|
|
33,716
|
|
|
16,762
|
|
|
353,634
|
|
|||||||||||
Acquisition of businesses
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,805
|
|
|
404
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,209
|
|
|||||||||||
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,928
|
)
|
|
(8,928
|
)
|
|||||||||||
Purchase accounting adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
706
|
|
|
—
|
|
|
—
|
|
|
706
|
|
|||||||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,133
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,133
|
)
|
|||||||||||
Balance as of December 31, 2015
|
$
|
8,649
|
|
|
$
|
41,664
|
|
|
$
|
—
|
|
|
$
|
32,828
|
|
|
$
|
52,672
|
|
|
$
|
58,019
|
|
|
$
|
51,767
|
|
|
$
|
111,339
|
|
|
$
|
33,716
|
|
|
$
|
7,834
|
|
|
$
|
398,488
|
|
(1)
|
Represents goodwill resulting from purchase accounting adjustments not “pushed down” to the segments. This amount is allocated back to the respective segments for purposes of goodwill impairment testing. The amount of goodwill at the Corporate level relates to ACI.
|
(2)
|
Arnold Magnetics has three reporting units PMAG, FlexMag and Precision Thin Metals with goodwill balances of
$40.4 million
,
$4.8 million
and
$6.5 million
, respectively.
|
(3)
|
Acquisition of businesses during the year ended December 31, 2014 for Clean Earth includes both the acquisition of Clean Earth in August 2014, and the add-on acquisition of AES by Clean Earth in December 2014.
|
(4)
|
As a result of the sale of shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately
41%
, which resulted in the deconsolidation of the FOX operating segment from the Company's consolidated financial statements effective July 10, 2014.
|
(5)
|
Acquisition of businesses during the year ended December 31, 2015 includes both the acquisition of Manitoba Harvest in July 2015 (
$37.9 million
) and the Manitoba Harvest add-on acquisition of HOCI in December 2015 (
$17.9 million
). The amount allocated to goodwill for HOCI is preliminary pending finalization of our valuation efforts.
|
|
December 31,
2015 |
|
December 31,
2014 |
|
Weighted
Average
Useful Lives
|
||||
Customer relationships
|
$
|
226,722
|
|
|
$
|
187,976
|
|
|
12
|
Technology and patents
|
41,001
|
|
|
32,331
|
|
|
9
|
||
Trade names, subject to amortization
|
25,130
|
|
|
7,070
|
|
|
17
|
||
Licensing and non-compete agreements
|
6,686
|
|
|
6,656
|
|
|
5
|
||
Permits and airspace
(1)
|
98,673
|
|
|
98,406
|
|
|
13
|
||
Distributor relations and other
|
606
|
|
|
606
|
|
|
5
|
||
|
398,818
|
|
|
333,045
|
|
|
|
||
Accumulated amortization:
|
|
|
|
|
|
||||
Customer relationships
|
(74,519
|
)
|
|
(58,257
|
)
|
|
|
||
Technology and patents
|
(19,032
|
)
|
|
(15,423
|
)
|
|
|
||
Trade names, subject to amortization
|
(4,697
|
)
|
|
(3,606
|
)
|
|
|
||
Licensing and non-compete agreements
|
(6,575
|
)
|
|
(6,299
|
)
|
|
|
||
Permits and airspace
|
(12,313
|
)
|
|
(3,104
|
)
|
|
|
||
Distributor relations and other
|
(606
|
)
|
|
(606
|
)
|
|
|
||
Total accumulated amortization
|
(117,742
|
)
|
|
(87,295
|
)
|
|
|
||
Trade names, not subject to amortization
|
72,328
|
|
|
78,341
|
|
|
|
||
Total intangibles, net
|
$
|
353,404
|
|
|
$
|
324,091
|
|
|
|
2016
|
$
|
29,756
|
|
2017
|
27,874
|
|
|
2018
|
26,902
|
|
|
2019
|
25,561
|
|
|
2020
|
25,315
|
|
|
|
$
|
135,408
|
|
|
Fair Value Measurements at December 31, 2015
|
||||||||||||||
|
Carrying
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Equity method investment - FOX
|
$
|
249,747
|
|
|
$
|
249,747
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Call option of noncontrolling shareholder
(1)
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
||||
Put option of noncontrolling shareholders
(2)
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
||||
Interest rate swaps
|
(13,483
|
)
|
|
—
|
|
|
(13,483
|
)
|
|
—
|
|
||||
Total recorded at fair value
|
$
|
236,189
|
|
|
$
|
249,747
|
|
|
$
|
(13,483
|
)
|
|
$
|
(75
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
Fair Value Measurements at December 31, 2014
|
||||||||||||||
|
Carrying
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Equity method investment - FOX
|
$
|
245,214
|
|
|
$
|
245,214
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Call option of noncontrolling shareholder
(1)
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
||||
Put option of noncontrolling shareholders
(2)
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
||||
Interest rate swap
|
(9,828
|
)
|
|
—
|
|
|
(9,828
|
)
|
|
—
|
|
||||
Total recorded at fair value
|
$
|
235,311
|
|
|
$
|
245,214
|
|
|
$
|
(9,828
|
)
|
|
$
|
(75
|
)
|
(1)
|
Represents a noncontrolling shareholder’s call option to purchase additional common stock in Tridien.
|
(2)
|
Represents put options issued to noncontrolling shareholders in connection with the Liberty acquisition.
|
|
2015
|
|
2014
|
||||
Balance at January 1st
|
$
|
(75
|
)
|
|
$
|
(75
|
)
|
Change in fair value
|
—
|
|
|
—
|
|
||
Balance at December 31st
|
$
|
(75
|
)
|
|
$
|
(75
|
)
|
|
|
|
|
|
|
|
|
|
Expense
|
||||||||||
|
Fair Value Measurements at December 31, 2015
|
|
Year ended
|
||||||||||||||||
(in thousands)
|
Carrying
Value |
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
December 31, 2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Technology
(1)
|
$
|
220
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
220
|
|
|
$
|
237
|
|
Goodwill
(1)
|
$
|
7,834
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,834
|
|
|
$
|
8,928
|
|
|
|
|
|
|
|
|
|
|
Expense
|
||||||||||
|
Fair Value Measurements at Dec. 31, 2013
|
|
Year ended
|
||||||||||||||||
Non-recurring
|
Carrying
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
December 31,
2013
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade name
(1)
|
$
|
205
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
205
|
|
|
$
|
1,350
|
|
Technology
(1)
|
800
|
|
|
—
|
|
|
—
|
|
|
800
|
|
|
100
|
|
|||||
Goodwill
(1)
|
16,760
|
|
|
—
|
|
|
—
|
|
|
16,760
|
|
|
$
|
11,468
|
|
(1)
|
Represents the fair value of the respective assets at the Tridien business segment subsequent to the goodwill impairment, indefinite-lived and long-lived asset impairment charges recognized during the year ended December 31, 2013. Refer to "Note H - Goodwill and Intangibles", for further discussion regarding impairments and valuation techniques applied.
|
Description of Required Covenant Ratio
|
Covenant Ratio Requirement
|
Actual Ratio
|
Fixed Charge Coverage Ratio
|
greater than or equal to 1.5:1.0
|
3.26:1.00
|
Total Debt to EBITDA Ratio
|
less than or equal to 3.5:1.0
|
1.80:1.00
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Revolving Credit Facility
|
$
|
—
|
|
|
$
|
169,725
|
|
Term Loan Facility
|
320,125
|
|
|
323,375
|
|
||
Original issue discount
(1)
|
(3,633
|
)
|
|
(4,303
|
)
|
||
Total debt
|
$
|
316,492
|
|
|
$
|
488,797
|
|
Less: Current portion, term loan facilities
|
(3,250
|
)
|
|
(3,250
|
)
|
||
Long term debt
|
$
|
313,242
|
|
|
$
|
485,547
|
|
(1)
|
The Company recorded
$4.6 million
in original issue discount upon issuance of the 2014 Term Loan Facility in June 2014. This discount is being amortized over the life of the 2014 Term Loan Facility.
|
2016
|
$
|
3,250
|
|
2017
|
3,250
|
|
|
2018
|
3,250
|
|
|
2019
|
3,250
|
|
|
2020
|
3,250
|
|
|
Thereafter
|
303,875
|
|
|
|
$
|
320,125
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Interest on credit facilities
|
$
|
17,590
|
|
|
$
|
16,392
|
|
|
$
|
15,625
|
|
Unused fee on Revolving Credit Facility
|
1,612
|
|
|
1,914
|
|
|
2,349
|
|
|||
Amortization of original issue discount
|
671
|
|
|
882
|
|
|
1,243
|
|
|||
Unrealized losses on interest rate derivatives
|
5,662
|
|
|
7,709
|
|
|
130
|
|
|||
Letter of credit fees
|
121
|
|
|
62
|
|
|
53
|
|
|||
Other
|
286
|
|
|
138
|
|
|
15
|
|
|||
Interest expense
|
$
|
25,942
|
|
|
$
|
27,097
|
|
|
$
|
19,415
|
|
Average daily balance of debt outstanding
|
$
|
443,348
|
|
|
$
|
379,034
|
|
|
$
|
294,056
|
|
Effective interest rate
|
5.9
|
%
|
|
7.2
|
%
|
|
6.6
|
%
|
|
|
Year ended December 31,
|
||||
|
|
2015
|
|
2014
|
||
Other current liabilities
|
|
3,914
|
|
|
1,998
|
|
Other non-current liabilities
|
|
9,569
|
|
|
7,830
|
|
Total fair value
|
|
13,483
|
|
|
9,828
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income Before Income Taxes
|
|
|
|
|
|
|
||||||
Domestic (including U.S. exports)
|
|
$
|
20,736
|
|
|
$
|
270,070
|
|
|
$
|
77,206
|
|
Foreign subsidiaries
|
|
(5,440
|
)
|
|
7,327
|
|
|
4,196
|
|
|||
|
|
$
|
15,296
|
|
|
$
|
277,397
|
|
|
$
|
81,402
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current taxes
|
|
|
|
|
|
||||||
Federal
|
$
|
16,218
|
|
|
$
|
16,916
|
|
|
$
|
18,377
|
|
State
|
2,556
|
|
|
(2,711
|
)
|
|
4,948
|
|
|||
Foreign
|
688
|
|
|
1,008
|
|
|
1,860
|
|
|||
Total current taxes
|
19,462
|
|
|
15,213
|
|
|
25,185
|
|
|||
Deferred taxes:
|
|
|
|
|
|
||||||
Federal
|
(890
|
)
|
|
(8,291
|
)
|
|
(5,065
|
)
|
|||
State
|
41
|
|
|
(1,407
|
)
|
|
(715
|
)
|
|||
Foreign
|
(3,639
|
)
|
|
(423
|
)
|
|
(887
|
)
|
|||
Total deferred taxes
|
(4,488
|
)
|
|
(10,121
|
)
|
|
(6,667
|
)
|
|||
Total tax provision
|
$
|
14,974
|
|
|
$
|
5,092
|
|
|
$
|
18,518
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Tax credits
|
$
|
111
|
|
|
$
|
395
|
|
Accounts receivable and allowances
|
723
|
|
|
1,478
|
|
||
Net operating loss carryforwards
|
6,516
|
|
|
7,433
|
|
||
Accrued expenses
|
6,761
|
|
|
5,956
|
|
||
Other
|
5,541
|
|
|
4,035
|
|
||
Total deferred tax assets
|
$
|
19,652
|
|
|
$
|
19,297
|
|
Valuation allowance
(1)
|
(4,497
|
)
|
|
(5,214
|
)
|
||
Net deferred tax assets
|
$
|
15,155
|
|
|
$
|
14,083
|
|
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
$
|
(92,083
|
)
|
|
$
|
(79,153
|
)
|
Property and equipment
|
(18,178
|
)
|
|
(18,919
|
)
|
||
Prepaid and other expenses
|
(1,723
|
)
|
|
(837
|
)
|
||
Total deferred tax liabilities
|
$
|
(111,984
|
)
|
|
$
|
(98,909
|
)
|
Total net deferred tax liability
|
$
|
(96,829
|
)
|
|
$
|
(84,826
|
)
|
(1)
|
Primarily relates to the Tridien operating segments.
|
|
Year ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
United States Federal Statutory Rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes (net of Federal benefits)
|
9.3
|
|
|
(1.0
|
)
|
|
3.4
|
|
Foreign income taxes
|
1.9
|
|
|
(0.2
|
)
|
|
(1.1
|
)
|
Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders
(1)
|
45.7
|
|
|
2.2
|
|
|
1.8
|
|
Effect of (gain) loss on equity method investment
|
(10.4
|
)
|
|
(1.4
|
)
|
|
—
|
|
Effect of deconsolidation of subsidiary
(2)
|
—
|
|
|
(33.3
|
)
|
|
—
|
|
Effect of supplemental put expense (reversal)
(3)
|
—
|
|
|
—
|
|
|
(19.8
|
)
|
Impact of subsidiary employee stock options
|
2.1
|
|
|
—
|
|
|
0.1
|
|
Domestic production activities deduction
|
(5.1
|
)
|
|
(0.3
|
)
|
|
(1.8
|
)
|
Non-deductible acquisition costs
|
—
|
|
|
0.1
|
|
|
—
|
|
Impairment expense
|
17.6
|
|
|
—
|
|
|
—
|
|
Non-recognition of NOL carryforwards at subsidiaries
|
(4.7
|
)
|
|
0.4
|
|
|
3.3
|
|
Other
|
6.5
|
|
|
0.3
|
|
|
1.8
|
|
Effective income tax rate
|
97.9
|
%
|
|
1.8
|
%
|
|
22.7
|
%
|
(1)
|
The effective income tax rate for each of the years presented includes losses at the Company’s parent, which is taxed as a partnership.
|
(2)
|
The effective income tax rate for the year ended December 31, 2014 includes a significant gain at the Company's parent related to the deconsolidation of FOX in July 2014.
|
(3)
|
The effective income tax rate for the year ended December 31, 2013 includes a gain at our parent related to the termination of the Supplemental Put Agreement in July 2013.
|
Balance at January 1, 2013
|
$
|
7,780
|
|
Additions for current years’ tax positions
|
1,855
|
|
|
Additions for prior years’ tax positions
|
50
|
|
|
Reductions for prior years’ tax positions
|
—
|
|
|
Reductions for settlements
|
—
|
|
|
Reductions for expiration of statute of limitations
|
(1,725
|
)
|
|
Balance at December 31, 2013
|
$
|
7,960
|
|
Additions for current years’ tax positions
|
19
|
|
|
Additions for prior years’ tax positions
|
141
|
|
|
Reductions for prior years’ tax positions
(1)
|
(7,620
|
)
|
|
Reductions for settlements
|
—
|
|
|
Reductions for expiration of statute of limitations
|
(67
|
)
|
|
Balance at December 31, 2014
|
$
|
433
|
|
Additions for current years’ tax positions
|
73
|
|
|
Additions for prior years’ tax positions
|
—
|
|
|
Reductions for prior years’ tax positions
|
(15
|
)
|
|
Reductions for settlements
|
—
|
|
|
Reductions for expiration of statute of limitations
|
(102
|
)
|
|
Balance at December 31, 2015
|
$
|
389
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation, beginning of year
|
$
|
14,712
|
|
|
$
|
13,386
|
|
Service cost
|
578
|
|
|
425
|
|
||
Interest cost
|
167
|
|
|
271
|
|
||
Actuarial (gain)/loss
|
143
|
|
|
1,847
|
|
||
Employee contributions and transfer
|
(497
|
)
|
|
363
|
|
||
Plan amendment
|
(107
|
)
|
|
383
|
|
||
Benefits paid
|
(1,579
|
)
|
|
(621
|
)
|
||
Foreign currency translation
|
(25
|
)
|
|
(1,342
|
)
|
||
Benefit obligation
|
13,392
|
|
|
14,712
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of assets, beginning of period
|
$
|
11,408
|
|
|
$
|
12,059
|
|
Actual return on plan assets
|
310
|
|
|
362
|
|
||
Company contribution
|
427
|
|
|
454
|
|
||
Employee contributions and transfer
|
350
|
|
|
363
|
|
||
Benefits paid
|
(1,579
|
)
|
|
(621
|
)
|
||
Foreign currency translation
|
(19
|
)
|
|
(1,209
|
)
|
||
Fair value of assets
|
10,897
|
|
|
11,408
|
|
||
Funded status
|
$
|
(2,495
|
)
|
|
$
|
(3,304
|
)
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
$
|
578
|
|
|
$
|
425
|
|
|
$
|
484
|
|
Interest cost
|
167
|
|
|
271
|
|
|
298
|
|
|||
Expected return on plan assets
|
310
|
|
|
(468
|
)
|
|
(284
|
)
|
|||
Net periodic benefit cost
|
$
|
1,055
|
|
|
$
|
228
|
|
|
$
|
498
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||
Discount rate
|
1.00
|
%
|
|
1.25
|
%
|
Expected return on plan assets
|
1.40
|
%
|
|
1.75
|
%
|
Rate of compensation increase
|
1.00
|
%
|
|
1.00
|
%
|
2016
|
$
|
460
|
|
2017
|
755
|
|
|
2018
|
459
|
|
|
2019
|
849
|
|
|
2020
|
1,143
|
|
|
Thereafter
|
3,029
|
|
|
|
$
|
6,695
|
|
Certificates of deposit and cash and cash equivalents
|
71
|
%
|
Fixed income bonds and securities
|
7
|
%
|
Private equity and hedge funds
|
6
|
%
|
Real estate
|
14
|
%
|
Equity and other investments
|
2
|
%
|
|
100
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income (loss) from continuing operations attributable to Holdings
|
$
|
(2,981
|
)
|
|
$
|
260,452
|
|
|
$
|
52,538
|
|
Less: Profit Allocation paid to Holders
|
17,731
|
|
|
11,870
|
|
|
15,990
|
|
|||
Less: Effect of contribution based profit—Holding Event
|
2,804
|
|
|
2,805
|
|
|
1,480
|
|
|||
Income (loss) from Holdings attributable to Trust shares
|
$
|
(23,516
|
)
|
|
$
|
245,777
|
|
|
$
|
35,068
|
|
|
|
|
|
|
|
||||||
Income from discontinued operations attributable to Holdings
|
$
|
164,819
|
|
|
$
|
18,383
|
|
|
$
|
15,526
|
|
Less: Effect of contribution based profit
|
—
|
|
|
50
|
|
|
—
|
|
|||
Income from discontinued operations attributable to Trust shares
|
$
|
164,819
|
|
|
$
|
18,333
|
|
|
$
|
15,526
|
|
|
|
|
|
|
|
||||||
Basic and diluted weighted average shares outstanding
|
54,300
|
|
|
49,089
|
|
|
48,300
|
|
|||
|
|
|
|
|
|
||||||
Basic and fully diluted income (loss) per share attributable to Holdings
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.43
|
)
|
|
$
|
5.01
|
|
|
$
|
0.73
|
|
Discontinued operations
|
$
|
3.04
|
|
|
$
|
0.37
|
|
|
$
|
0.32
|
|
|
$
|
2.61
|
|
|
$
|
5.38
|
|
|
$
|
1.05
|
|
•
|
On
January 29, 2015
, the Company paid a distribution of
$0.36
per share to holders of record as of January 22, 2015. This distribution was declared on January 8, 2015.
|
•
|
On April 29, 2015, the Company paid a distribution of
$0.36
per share to holders of record as of April 22, 2015. This distribution was declared on April 9, 2015.
|
•
|
On July 29, 2015, the Company paid a distribution of
$0.36
per share to holders of record as of July 22, 2015. This distribution was declared on July 9, 2015.
|
•
|
On October 29, 2015, the Company paid a distribution of
$0.36
per share to holders of record as of October 22, 2015. This distribution was declared on October 7, 2015.
|
•
|
On January 30, 2014, the Company paid a distribution of
$0.36
per share to holders of record as of January 23, 2014. This distribution was declared on January 9, 2014.
|
•
|
On April 30, 2014, the Company paid a distribution of
$0.36
per share to holders of record as of April 23, 2014. This distribution was declared on April 10, 2012.
|
•
|
On July 30, 2014, the Company paid a distribution of
$0.36
per share to holders of record as of July 23, 2014. This distribution was declared on July 10, 2014.
|
•
|
On October 30, 2014, the Company paid a distribution of
$0.36
per share to holders of record as of October 23, 2014. This distribution was declared on October 7, 2014.
|
•
|
On January 31, 2013, the Company paid a distribution of
$0.36
per share to holders of record as of January 25, 2013. This distribution was declared on January 10, 2012.
|
•
|
On April 30, 2013, the Company paid a distribution of
$0.36
per share to holders of record as of April 23, 2013. This distribution was declared on April 9, 2013.
|
•
|
On July 30, 2013, the Company paid a distribution of
$0.36
per share to holders of record as of July 23, 2013. This distribution was declared on July 10, 2013.
|
•
|
On October 30, 2013, the Company paid a distribution of
$0.36
per share to holders of record as of October 23, 2013. This distribution was declared on October 10, 2013.
|
|
% Ownership
(1)
December 31, 2015
|
|
% Ownership
(1)
December 31, 2014
|
|
% Ownership
(1)
December 31, 2013
|
||||||
|
Primary
|
|
Fully
Diluted
|
|
Primary
|
|
Fully
Diluted
|
|
Primary
|
|
Fully
Diluted
|
Ergobaby
|
81.0
|
|
74.2
|
|
81.0
|
|
74.3
|
|
81.0
|
|
75.0
|
FOX
(2)
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
53.9
|
|
49.8
|
Liberty
|
96.2
|
|
84.6
|
|
96.2
|
|
84.8
|
|
96.2
|
|
84.8
|
Manitoba Harvest
|
76.6
|
|
65.6
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
ACI
|
69.4
|
|
69.3
|
|
69.4
|
|
69.3
|
|
69.4
|
|
69.4
|
Arnold Magnetics
|
96.7
|
|
87.3
|
|
96.7
|
|
87.5
|
|
96.7
|
|
87.2
|
Clean Earth
|
97.5
|
|
86.2
|
|
97.9
|
|
86.2
|
|
n/a
|
|
n/a
|
Sterno Products
|
100.0
|
|
89.7
|
|
100.0
|
|
91.7
|
|
n/a
|
|
n/a
|
Tridien
|
81.3
|
|
67.3
|
|
81.3
|
|
65.4
|
|
81.3
|
|
66.5
|
(1)
|
The principal difference between primary and fully diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective business.
|
(2)
|
FOX was deconsolidated on July 10, 2014 after the Company's ownership interest in FOX fell below
50%
. Refer to "Note E - Equity Method Investment".
|
|
Noncontrolling Interest Balances
|
||||||
(in thousands)
|
December 31,
2015 |
|
December 31,
2014 |
||||
Ergobaby
|
$
|
17,754
|
|
|
$
|
14,783
|
|
FOX
|
—
|
|
|
—
|
|
||
Liberty
|
2,934
|
|
|
2,547
|
|
||
Manitoba Harvest
|
14,071
|
|
|
n/a
|
|
||
ACI
|
4,295
|
|
|
790
|
|
||
Arnold Magnetics
|
2,113
|
|
|
1,950
|
|
||
Clean Earth
|
4,308
|
|
|
2,672
|
|
||
Sterno Products
|
644
|
|
|
125
|
|
||
Tridien
|
916
|
|
|
2,744
|
|
||
Allocation Interests
|
100
|
|
|
100
|
|
||
|
$
|
47,135
|
|
|
$
|
25,711
|
|
2016
|
$
|
11,320
|
|
2017
|
9,344
|
|
|
2018
|
7,794
|
|
|
2019
|
5,719
|
|
|
2020
|
5,500
|
|
|
Thereafter
|
28,836
|
|
|
|
$
|
68,513
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Summary of accrued expenses:
|
|
|
|
||||
Accrued payroll and fringes
|
$
|
19,610
|
|
|
$
|
14,412
|
|
Accrued taxes
|
1,460
|
|
|
2,208
|
|
||
Income taxes payable
|
2,164
|
|
|
2,028
|
|
||
Accrued interest
|
70
|
|
|
1,123
|
|
||
Accrued rebates
|
8,081
|
|
|
8,602
|
|
||
Warranty payable
|
2,771
|
|
|
1,986
|
|
||
Accrued transportation and disposal costs
|
5,714
|
|
|
9,439
|
|
||
Other accrued expenses
|
8,089
|
|
|
12,230
|
|
||
Total
|
$
|
47,959
|
|
|
$
|
52,028
|
|
|
Year ended December 31,
|
||||||
Warranty liability:
|
2015
|
|
2014
|
||||
Beginning balance
|
$
|
1,984
|
|
|
$
|
5,419
|
|
Accrual
|
1,194
|
|
|
1,870
|
|
||
Warranty payments
|
(407
|
)
|
|
(1,426
|
)
|
||
Deconsolidation of subsidiary
|
—
|
|
|
(3,879
|
)
|
||
Ending balance
|
$
|
2,771
|
|
|
$
|
1,984
|
|
|
December 31,
2015 |
|
December 31,
2014 |
|
December 31,
2013 |
||||||
Interest paid
|
$
|
21,180
|
|
|
$
|
21,455
|
|
|
$
|
16,030
|
|
Taxes paid
|
$
|
7,138
|
|
|
$
|
12,456
|
|
|
$
|
16,106
|
|
•
|
Management Services Agreement
|
•
|
LLC Agreement
|
•
|
Integration Services Agreement
|
•
|
Cost reimbursement and fees
|
•
|
Sale of common stock to majority shareholder
|
•
|
Supplemental Put Agreement (terminated in 2013)
|
|
December 31,
2015 |
|
December 31,
2014 |
|
December 31,
2013 |
||||||
Ergobaby
|
$
|
500
|
|
|
$
|
500
|
|
|
$
|
500
|
|
FOX
|
—
|
|
|
—
|
|
|
308
|
|
|||
Liberty
|
500
|
|
|
500
|
|
|
500
|
|
|||
Manitoba Harvest
|
175
|
|
|
n/a
|
|
|
n/a
|
|
|||
Advanced Circuits
|
500
|
|
|
500
|
|
|
500
|
|
|||
Arnold Magnetics
|
500
|
|
|
500
|
|
|
500
|
|
|||
Clean Earth
|
500
|
|
|
125
|
|
|
n/a
|
|
|||
Sterno Products
|
500
|
|
|
125
|
|
|
n/a
|
|
|||
Tridien
|
350
|
|
|
350
|
|
|
350
|
|
|||
Corporate
|
22,483
|
|
|
19,622
|
|
|
15,474
|
|
|||
|
$
|
26,008
|
|
|
$
|
22,222
|
|
|
$
|
18,132
|
|
(in thousands)
|
December 31,
2015 (1) |
|
September 30,
2015 (2) |
|
June 30,
2015 |
|
March 31,
2015 (3) |
||||||||
Total revenues
|
$
|
218,086
|
|
|
$
|
208,148
|
|
|
$
|
199,724
|
|
|
$
|
179,426
|
|
Gross profit
|
69,107
|
|
|
68,979
|
|
|
63,216
|
|
|
52,571
|
|
||||
Operating income
|
14,196
|
|
|
15,812
|
|
|
15,123
|
|
|
(3,917
|
)
|
||||
Income (loss) from continuing operations
|
(259
|
)
|
|
11,124
|
|
|
19,467
|
|
|
(30,010
|
)
|
||||
Income from discontinued operations
|
—
|
|
|
3,819
|
|
|
7,108
|
|
|
4,723
|
|
||||
Gain (loss) on sale of discontinued operations, net of income tax
|
(1,277
|
)
|
|
151,075
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss) attributable to Holdings
|
$
|
(2,217
|
)
|
|
$
|
164,500
|
|
|
$
|
24,457
|
|
|
$
|
(24,902
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic and fully diluted income (loss) per share attributable to Holdings:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.37
|
)
|
|
$
|
0.16
|
|
|
$
|
0.29
|
|
|
$
|
(0.55
|
)
|
Discontinued operations
|
(0.02
|
)
|
|
2.85
|
|
|
0.11
|
|
|
0.08
|
|
||||
Basic and fully diluted income (loss) per share attributable to Holdings
|
$
|
(0.39
|
)
|
|
$
|
3.01
|
|
|
$
|
0.40
|
|
|
$
|
(0.47
|
)
|
(in thousands)
|
December 31,
2014 (1) |
|
September 30,
2014 (2) |
|
June 30,
2014 (3) |
|
March 31,
2014 |
||||||||
Total revenues
|
$
|
194,643
|
|
|
$
|
141,292
|
|
|
$
|
195,555
|
|
|
$
|
172,438
|
|
Gross profit
|
54,942
|
|
|
46,039
|
|
|
62,215
|
|
|
55,983
|
|
||||
Operating income
|
1,562
|
|
|
6,484
|
|
|
14,916
|
|
|
11,121
|
|
||||
Income from continuing operations
|
4,398
|
|
|
259,105
|
|
|
6,933
|
|
|
1,869
|
|
||||
Income from discontinued operations
|
4,535
|
|
|
3,425
|
|
|
5,386
|
|
|
5,504
|
|
||||
Net income attributable to Holdings
|
7,359
|
|
|
261,098
|
|
|
5,719
|
|
|
4,659
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and fully diluted income (loss) per share attributable to Holdings:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.05
|
|
|
$
|
5.08
|
|
|
$
|
—
|
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
0.09
|
|
|
0.07
|
|
|
0.11
|
|
|
0.11
|
|
||||
Basic and fully diluted income per share attributable to Holdings
|
$
|
0.14
|
|
|
$
|
5.15
|
|
|
$
|
0.11
|
|
|
$
|
0.08
|
|
(in thousands)
|
December 31, 2015
|
|
September 30, 2015
|
|
June 30, 2015
|
|
March 31, 2015
|
||||||
Total revenue
|
N/a
|
|
$
|
56,102
|
|
|
$
|
85,003
|
|
|
$
|
77,845
|
|
Gross Profit
|
N/a
|
|
10,938
|
|
|
22,745
|
|
|
19,345
|
|
|||
Operating income
|
N/a
|
|
3,424
|
|
|
8,834
|
|
|
6,027
|
|
|||
Income from discontinued operations, net of tax
|
N/a
|
|
3,819
|
|
|
7,108
|
|
|
4,723
|
|
(in thousands)
|
December 31, 2014
|
|
September 30, 2014
|
|
June 30, 2014
|
|
March 31, 2014
|
||||||||
Total revenue
|
$
|
69,385
|
|
|
$
|
61,848
|
|
|
$
|
73,529
|
|
|
$
|
73,610
|
|
Gross Profit
|
17,783
|
|
|
16,011
|
|
|
20,327
|
|
|
20,369
|
|
||||
Operating income
|
4,520
|
|
|
3,236
|
|
|
6,845
|
|
|
6,974
|
|
||||
Income from discontinued operations, net of tax
|
4,535
|
|
|
3,425
|
|
|
5,386
|
|
|
5,504
|
|
|
Balance at
|
|
Additions
|
|
|
|
|
|
|
|||||||||||
(in thousands)
|
beginning
of year
|
|
Charge to costs
and expense
|
|
Other
(1)
|
|
Deductions
|
|
Balance at
end of Year
|
|||||||||||
Allowance for doubtful accounts - 2013
|
$
|
1,438
|
|
|
$
|
2,208
|
|
|
$
|
—
|
|
|
|
$
|
1,448
|
|
|
$
|
2,198
|
|
Allowance for doubtful accounts - 2014
|
$
|
2,198
|
|
|
$
|
3,438
|
|
|
$
|
494
|
|
|
|
$
|
2,234
|
|
|
$
|
3,896
|
|
Allowance for doubtful accounts - 2015
|
$
|
3,896
|
|
|
$
|
3,220
|
|
|
$
|
15
|
|
|
|
$
|
3,523
|
|
|
$
|
3,608
|
|
Valuation allowance for deferred tax assets - 2013
|
$
|
1,350
|
|
|
$
|
2,660
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
4,010
|
|
Valuation allowance for deferred tax assets - 2014
|
$
|
4,010
|
|
|
$
|
956
|
|
|
$
|
248
|
|
|
|
$
|
—
|
|
|
$
|
5,214
|
|
Valuation allowance for deferred tax assets - 2015
|
$
|
5,214
|
|
|
$
|
752
|
|
|
$
|
—
|
|
|
|
$
|
1,469
|
|
|
$
|
4,497
|
|
(1)
|
Represents opening allowance balances related to current year acquisitions, and the ending allowance for FOX, which was deducted as a result of the deconsolidation of the FOX subsidiary during 2014 .
|
Exhibit
Number
|
|
Description
|
2.1
|
|
Stock and Note Purchase Agreement dated as of July 31, 2006, among Compass Group Diversified Holdings LLC, Compass Group Investments, Inc. and Compass Medical Mattress Partners, LP (incorporated by reference to Exhibit 2.1 of the Form 8-K filed on August 1, 2006 (File No. 000-51937)).
|
2.2
|
|
Stock Purchase Agreement dated June 24, 2008, among Compass Group Diversified Holdings LLC and the other shareholders party thereto, Compass Group Diversified Holdings LLC, as Sellers’ Representative, Aeroglide Holdings, Inc. and Bühler AG (incorporated by reference to Exhibit 2.1 of the Form 8-K filed on June 26, 2008 (File No. 000-51937)).
|
2.3
|
|
Stock Purchase Agreement, dated October 17, 2011, by and among Recruit Co., LTD. and RGF Staffing USA, Inc., as Buyers, the shareholders of Staffmark Holdings, Inc., as Sellers, Staffmark Holdings, Inc. and Compass Group Diversified Holdings LLC as Seller Representative (incorporated by reference to Exhibit 2.1 of the Form 8-K filed on October 18, 2011 (File No. 001-34927)).
|
2.4
|
|
Stock Purchase Agreement dated May 1, 2012, among Candlelight Investment Holdings, Inc., Halo Holding Corporation, Halo Lee Wayne, LLC and each of the holders of equity interests of Halo Lee Wayne, LLC listed on Exhibit A thereto (incorporated by reference to Exhibit 2.1 of the Form 8-K filed on May 2, 2012(File No. 001-34927)).
|
3.1
|
|
Certificate of Trust of Compass Diversified Trust (incorporated by reference to Exhibit 3.1 of the Form S-1 filed on December 14, 2005 (File No. 333-130326)).
|
3.2
|
|
Certificate of Amendment to Certificate of Trust of Compass Diversified Trust (incorporated by reference to Exhibit 3.1 of the Form 8-K filed on September 13, 2007 (File No. 000-51937)).
|
3.3
|
|
Certificate of Formation of Compass Group Diversified Holdings LLC (incorporated by reference to Exhibit 3.3 of the Form S-1 filed on December 14, 2005 (File No. 333-130326)).
|
3.4
|
|
Amended and Restated Trust Agreement of Compass Diversified Trust (incorporated by reference to Exhibit 3.5 of the Amendment No. 4 to the Form S-1 filed on April 26, 2006 (File No. 333-130326)).
|
3.5
|
|
Amendment No. 1 to the Amended and Restated Trust Agreement, dated as of April 25, 2006, of Compass Diversified Trust among Compass Group Diversified Holdings LLC, as Sponsor, The Bank of New York (Delaware), as Delaware Trustee, and the Regular Trustees named therein (incorporated by reference to Exhibit 4.1 of the Form 8-K filed on May 29, 2007 (File No. 000-51937)).
|
3.6
|
|
Second Amendment to the Amended and Restated Trust Agreement, dated as of April 25, 2006, as amended on May 23, 2007, of Compass Diversified Trust among Compass Group Diversified Holdings LLC, as Sponsor, The Bank of New York (Delaware), as Delaware Trustee, and the Regular Trustees named therein (incorporated by reference to Exhibit 3.2 of the Form 8-K filed on September 13, 2007 (File No. 000-51937)).
|
3.7
|
|
Third Amendment to the Amended and Restated Trust Agreement dated as of April 25, 2006, as amended on May 25, 2007 and September 14, 2007, of Compass Diversified Holdings among Compass Group Diversified Holdings LLC, as Sponsor, The Bank of New York (Delaware), as Delaware Trustee, and the Regular Trustees named therein (incorporated by reference to Exhibit 4.1 of the Form 8-K filed on December 21, 2007 (File No. 000-51937)).
|
3.8
|
|
Fourth Amendment dated as of November 1, 2010 to the Amended and Restated Trust Agreement, as amended effective November 1, 2010, of Compass Diversified Holdings, originally effective as of April 25, 2006, by and among Compass Group Diversified Holdings LLC, as Sponsor, The Bank of New York (Delaware), as Delaware Trustee, and the Regular Trustees named therein (incorporated by reference to Exhibit 3.1 of the Form 10-Q filed on November 8, 2010 (File No. 001-34927)).
|
3.9
|
|
Second Amended and Restated Operating Agreement of Compass Group Diversified Holdings, LLC dated January 9, 2007 (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on January 10, 2007,(File No. 000-51937)).
|
3.1
|
|
Third Amended and Restated Operating Agreement of Compass Group Diversified Holdings, LLC dated November 1, 2010 (incorporated by reference to Exhibit 3.2 of the Form 10-Q filed on November 8, 2010 (File No. 001-34927)).
|
3.11
|
|
Fourth Amended and Restated Operating Agreement of Compass Group Diversified Holdings LLC, dated January 1, 2012 (incorporated by reference to Exhibit 3.1 of the Form 10-Q filed on May 7, 2013 (File No. 001-34927)).
|
4.1
|
|
Specimen Certificate evidencing a share of trust of Compass Diversified Holdings (incorporated by reference to Exhibit 4.1 of the Form S-3 filed on November 7, 2007 (File No. 333-147218)).
|
4.2
|
|
Specimen LLC Interest Certificate evidencing an interest of Compass Group Diversified Holdings LLC (incorporated by reference to Exhibit A of Exhibit 10.2 of the Form 8-K filed on January 10, 2007 (File No. 000-51937)).
|
10.1
|
|
Form of Registration Rights Agreement by and among Compass Group Diversified Holdings LLC, Compass Diversified Trust and Certain Shareholders (incorporated by reference to Exhibit 10.3 of the Amendment No. 5 to the Form S-1 filed on May 5, 2006 (File No. 333-130326)).
|
10.2
|
|
Form of Supplemental Put Agreement by and between Compass Group Management LLC and Compass Group Diversified Holdings LLC (incorporated by reference to Exhibit 10.4 of the Amendment No. 4 to the Form S-1 filed on April 26, 2006 (File No. 333-130326)).
|
10.3†
|
|
Amended and Restated Employment Agreement dated as of December 1, 2008 by and between James J. Bottiglieri and Compass Group Management LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on December 3, 2008 (File No. 000-51937)).
|
10.4
|
|
Form of Share Purchase Agreement by and between Compass Group Diversified Holdings LLC, Compass Diversified Trust and CGI Diversified Holdings, LP (incorporated by reference to Exhibit 10.6 of the Amendment No. 5 to the Form S-1 filed on May 5, 2006 (File No. 333-130326)).
|
10.5
|
|
Form of Share Purchase Agreement by and between Compass Group Diversified Holdings LLC, Compass Diversified Trust and Pharos I LLC (incorporated by reference to Exhibit 10.7 of the Amendment No. 5 to the Form S-1 filed on May 5, 2006 (File No. 333-130326)).
|
10.6
|
|
Amended and Restated Management Services Agreement by and between Compass Group Diversified Holdings LLC, and Compass Group Management LLC, dated as of December 20, 2011 and originally effective as of May 16, 2006 (incorporated by reference to Exhibit 10.06 of the Form 10-K filed on March 7, 2012 (File No. 001-34927)).
|
10.7
|
|
Registration Rights Agreement by and among Compass Group Diversified Holdings LLC, Compass Diversified Trust and CGI Diversified Holdings, LP, dated as of April 3, 2007 (incorporated by reference to Exhibit 10.3 of the Amendment No. 1 to the Form S-1 filed on April 20, 2007 (File No. 333-141856)).
|
10.8
|
|
Share Purchase Agreement by and between Compass Group Diversified Holdings LLC, Compass Diversified Trust and CGI Diversified Holdings, LP, dated as of April 3, 2007 (incorporated by reference to Exhibit 10.16 of the Amendment No. 1 to the Form S-1 filed on April 20, 2007 (File No. 333-141856)).
|
10.9
|
|
Subscription Agreement dated August 24, 2011, by and among Compass Group Diversified Holdings LLC, Compass Diversified Holdings and CGI Magyar Holdings, LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on August 25, 2011(File No. 001-34927)).
|
10.10
|
|
Registration Rights Agreement dated August 24, 2011, by and among Compass Group Diversified Holdings LLC, Compass Diversified Holdings and CGI Magyar Holdings, LLC (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on August 25, 2011(File No. 001-34927)).
|
10.11
|
|
Credit Agreement among Compass Group Diversified Holdings LLC, the financial institutions party thereto and Bank of America, N.A., dated as of June 6, 2014 (incorporated by reference to Exhibit 10.1 to the 8-K filed on June 9, 2014 (File No. 001-34927)).
|
10.12
|
|
First Amendment to Credit Agreement dated June 29, 2015, by and among Compass Group Diversified Holdings LLC, the Lenders signatory thereto, U.S. Bank National Association and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the 8-K filed on July 2, 2015 (File No. 001-34927)).
|
10.13*
|
|
Second Amendment to Credit Agreement dated December 15, 2015, by and among Compass Group Diversified Holdings LLC, the Lenders signatory thereto, U.S. Bank National Association and Bank of America, N.A.
|
10.14
|
|
Sixth Amended and Restated Management Service Agreement by and between Compass Group Diversified Holdings LLC, and Compass Group Management LLC, dated as of September 30, 2014 and originally effective as of May 16, 2006 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 7, 2014 (File No. 001-34927)).
|
10.15†
|
|
Employment Agreement dated July 11, 2013, between Compass Group Management LLC and Ryan J. Faulkingham (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 11, 2013 (File No. 001-34927)).
|
10.16
|
|
Stock Purchase Agreement dated as of July 24, 2015, by and among Vista Outdoor Inc., CBAC Holdings, LLC and CamelBak Acquisition Corp. (incorporated by reference to exhibit 99.1 to the Company’s Current Report on Form 8-K filed on July 27, 2015 (File No. 001-34927)).
|
21.1*
|
|
List of Subsidiaries
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm
|
31.1*
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Registrant
|
31.2*
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Registrant
|
32.1*
+
|
|
Section 1350 Certification of Chief Executive Officer of Registrant
|
32.2*
+
|
|
Section 1350 Certification of Chief Financial Officer of Registrant
|
99.1
|
|
Note Purchase and Sale Agreement dated as of July 31, 2006 among Compass Group Diversified Holdings LLC, Compass Group Investments, Inc. and Compass Medical Mattress Partners, LP (incorporated by reference to Exhibit 99.1 of the Form 8-K filed on August 1, 2006 (File No. 000-51937)).
|
99.4
|
|
Share Purchase Agreement dated January 4, 2008, among Fox Factory Holding Corp., Fox Factory, Inc. and Robert C. Fox, Jr. (incorporated by reference to Exhibit 99.1 of the Form 8-K filed on January 8, 2008 (File No. 000-51937)).
|
99.5
|
|
Stock Purchase Agreement dated May 8, 2008, among Mitsui Chemicals, Inc., Silvue Technologies Group, Inc., the stockholders of Silvue Technologies Group, Inc. and the holders of Options listed on the signature pages thereto, and Compass Group Management LLC, as the Stockholders Representative (incorporated by reference to Exhibit 99.1 of the Form 8-K filed on May 9, 2008(File No. 000-51937)).
|
99.6
|
|
Stock Purchase Agreement dated March 31, 2010 by and among Gable 5, Inc., Liberty Safe and Security Products, LLC and Liberty Safe Holding Corporation (incorporated by reference to Exhibit 99.1 of the Form 8-K filed on April 1, 2010 (File No. 000-51937)).
|
99.7
|
|
Stock Purchase Agreement dated September 16, 2010, by and among ERGO Baby Intermediate Holding Corporation, The ERGO Baby Carrier, Inc., Karin A. Frost, in her individual capacity and as Trustee of the Revocable Trust of Karin A. Frost dated February 22, 2008 and as Trustee of the Karin A. Frost 2009 Qualified Annuity Trust u/a/d 12/21/2009 (incorporated by reference to Exhibit 99.1 of the Form 8-K filed on September 17, 2010 (File No. 000-51937)).
|
99.8
|
|
Securities Purchase Agreement dated August 24, 2011, by and among CBK Holdings, LLC, CamelBak Products, LLC, CamelBak Acquisition Corp., for purposes of Section 6.15 and Articles 10 only, Compass Group Diversified Holdings LLC, and for purposes of Section 6.13 and Article 10 only, IPC/CamelBak LLC (incorporated by reference to Exhibit 99.1 of the Form 8-K filed on August 25, 2011(File No. 001-34927)).
|
99.9
|
|
Stock Purchase Agreement dated as of March 5, 2012, by and among Arnold Magnetic Technologies Holdings Corporation, Arnold Magnetic Technologies, LLC and AMT Acquisition Corp. (incorporated by reference to Exhibit 99.1 of the Form 8-K filed on March 6, 2012 (File No. 001-34927)).
|
99.10
|
|
Stock Purchase Agreement dated as of August 7, 2014, by and among CEHI Acquisition Corporation, Clean Earth Holdings, Inc., the holders of stock and options in Clean Earth Holdings, Inc. and Littlejohn Fund III, L.P. (incorporated by reference to Exhibit 99.1 of the 8-K filed on August 11, 2014 (File No. 001-34927)).
|
99.11
|
|
Membership Interest Purchase Agreement dated as of October 10, 2014, by and among Candle Lamp Holdings, LLC, Candle Lamp Company, LLC and Sternocandlelamp Holdings, Inc. (incorporated by reference to Exhibit 99.1 of the Form 8-K filed October 10, 2014 (File No. 001-34927)).
|
99.12
|
|
Stock Purchase Agreement dated as of June 5, 2015, by and among Fresh Hemp Foods Ltd., 1037270 B.C. Ltd., 1037269 B.C. Ltd., the Stockholders’ Representative and the Signing Stockholders (incorporated by reference to exhibit 99.1 to the Company’s Current Report on Form 8-K filed on June 8, 2015 (File No. 001-34927)).
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
*
|
|
Filed herewith.
|
†
|
|
Denotes management contracts and compensatory plans or arrangements.
|
+
|
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
ADMINISTRATIVE AGENT:
|
|
BANK OF AMERICA, N.A.
|
|
|
as Administrative Agent
|
|
|
|
|
|
By:
/s/ Renee Marion
|
|
|
Name: Reneé Marion
|
|
|
Title: Assistant Vice President
|
List of Subsidiaries at February 10, 2015:
|
State or Country of Organization:
|
|
|
Anodyne Medical Device, Inc. d/b/a Tridien Medical
|
Delaware
|
AMF Support Surfaces, Inc.
|
California
|
|
|
Compass AC Holdings, Inc.
|
Delaware
|
Advanced Circuits, Inc.
|
Colorado
|
Circuit Board Express LLC
|
Delaware
|
Advanced Circuits, Inc.
|
Arizona
|
AC Universal Circuits, LLC
|
Delaware
|
|
|
Egrobaby Europe GmBH
|
Germany
|
Ergobaby France SARL
|
France
|
ERGO Baby Holding Corporation
|
Delaware
|
ERGO Baby Intermediate Holding Corporation
|
Delaware
|
The ERGO Baby Carrier, Inc.
|
Hawaii
|
Orbit Baby, Inc.
|
Delaware
|
|
|
Gable 5, Inc.
|
Delaware
|
Liberty Safe Holding Corporation
|
Delaware
|
Liberty Safe & Security Products, Inc.
|
Utah
|
9G Products, Inc.
|
Kansas
|
|
|
AMTAC Holdings, LLC
|
Delaware
|
AMT Acquisition Corp.
|
Delaware
|
Arnold Magnetic Technologies Holdings Corporation
|
Delaware
|
Arnold Magnetic Technologies Corporation
|
Delaware
|
Flexmag Industries, Inc.
|
Ohio
|
The Arnold Engineering Co.
|
Illinois
|
Magnetic Technologies Corporation
|
Delaware
|
Precision Magnetics LLC
|
Delaware
|
Arnold Investments, Ltd.
|
Delaware
|
Arnold Magnetic Technologies UK Limited
|
United Kingdom
|
Arnold Magnetic Technologies UK Partnership, LP
|
United Kingdom
|
Arnold Magnetic Technologies UK, LLC
|
United Kingdom
|
Arnold Magnetic Technologies AG
|
Switzerland
|
Precision Magnetics (Ganzhou) Co. Ltd.
|
China (owns 50%)
|
Arnold Magnetic Technologies Limited
|
United Kingdom (owns one ordinary share)
|
Swift Levic Magnets
|
United Kingdom
|
Arnold Magnetics Asia Ltd.
|
JK
|
Jade Magnetics Limited
|
British Virgin Islands
|
Arnold Asia LLC
|
Delaware
|
Arnold Magnetics (Shenzhen) Co., Ltd.
|
China
|
|
|
CEHI Acquisition Corporation
|
Delaware
|
Clean Earth Holdings, Inc.
|
Delaware
|
CEI Holding Corporation
|
Delaware
|
Clean Earth, Inc.
|
Delaware
|
Allied Environmental Group, LLC
|
Delaware
|
Clean Earth of North Jersey, Inc.
|
New Jersey
|
Clean Earth Environmental Services, Inc.
|
Delaware
|
Clean Earth of Cateret, LLC
|
Delaware
|
Clean Earth of New Castle, LLC
|
Delaware
|
Clean Earth of Williamsport, LLC
|
Delaware
|
Clean Earth of Georgia, LLC
|
Delaware
|
Clean Earth Dredging Technologies, LLC
|
Delaware
|
Clean Earth of Maryland, LLC
|
Delaware
|
Clean Earth of Philadelphia, LLC
|
Delaware
|
Clean Earth of Southeast Pennsylvania, LLC
|
Delaware
|
Clean Earth of Southern Florida, LLC
|
Delaware
|
Clean Earth of Greater Washington, LLC
|
Delaware
|
Clean Rock Properties, Ltd.
|
Maryland
|
Advanced Remediation & Disposal Technologies of Delaware, LLC
|
Delaware
|
AES Asset Acquisition Corporation
|
Delaware
|
|
|
SternoCandleLamp Holdings, Inc.
|
Delaware
|
Sterno Products, LLC
|
Delaware
|
The Sterno Group LLC
|
Delaware
|
Northern International Inc.
|
Canada
|
|
|
FHF Holdings Ltd.
|
Canada, British Columbia
|
Fresh Hemp Foods Ltd. d/b/a Manitoba Harvest
|
Canada, British Columbia
|
Manitoba Harvest USA, LLC
|
Delaware
|
Hemp Oil Canada Inc.
|
Canada, British Columbia
|
1.
|
I have reviewed this annual report on Form 10-K of Compass Diversified Holdings and Compass Group Diversified Holdings LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in exchange act rules 13a-15(f) and 15d -15(f) ) for the registrant and have: for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 29, 2016
|
|
/s/ Alan B. Offenberg
|
|
|
Alan B. Offenberg
|
|
|
Chief Executive Officer
Compass Group Diversified Holdings LLC
|
1.
|
I have reviewed this annual report on Form 10-K of Compass Diversified Holdings and Compass Group Diversified Holdings LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in exchange act rules 13a-15(f) and 15d -15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 29, 2016
|
|
/s/ Ryan J. Faulkingham
|
|
|
Ryan J. Faulkingham
|
|
|
Regular Trustee of Compass Diversified Holdings
|
|
|
Chief Financial Officer
|
|
|
Compass Group Diversified Holdings LLC
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 29, 2016
|
By:
|
|
/s/ Alan B. Offenberg
|
|
|
|
Alan B. Offenberg
|
|
|
|
Chief Executive Officer
Compass Group Diversified Holdings LLC
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 29, 2016
|
By:
|
|
/s/ Ryan J. Faulkingham
|
|
|
|
Ryan J. Faulkingham
Regular Trustee of Compass Diversified Holdings
Chief Financial Officer
Compass Group Diversified Holdings LLC
|