UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 8-K
 
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 1, 2019 (June 28, 2019)
 
 
 
COMPASS DIVERSIFIED HOLDINGS
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
001-34927
 
57-6218917
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
COMPASS GROUP DIVERSIFIED HOLDINGS LLC
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
001-34926
 
20-3812051
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
301 Riverside Avenue, Second Floor, Westport, CT 06880
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (203) 221-1703
 
 
 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol(s)
 
Name of Each Exchange on Which Registered
Shares representing beneficial interests in Compass Diversified Holdings
 
CODI
 
New York Stock Exchange
Series A Preferred Shares representing Series A Trust Preferred Interest in Compass Diversified Holdings
 
CODI PR A
 
New York Stock Exchange
Series B Preferred Shares representing Series B Trust Preferred Interest in Compass Diversified Holdings
 
CODI PR B
 
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
 
 
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




Section 2    Financial Information
Item 2.01    Completion of Acquisition or Disposition of Assets

Compass Group Diversified Holdings LLC (the “Company”) and Compass Diversified Holdings (“Holdings” and, together with the Company, collectively “CODI,” “us” or “we”) acquires and manages small to middle market businesses in the ordinary course of its business. The following description relates to the recent divestiture of one such business.

Clean Earth
On May 8, 2019, the Company, as majority stockholder of CEHI Acquisition Corporation (“CEHI”) and as Sellers’ Representative, entered into a definitive Stock Purchase Agreement (the “Purchase Agreement”) with Calrissian Holdings, LLC (“Buyer”), CEHI, the other holders of stock and options of CEHI and, as Buyer’s guarantor, Harsco Corporation, to sell to Buyer all of the issued and outstanding securities of CEHI, the parent company of the operating entity, Clean Earth, Inc.

On June 28, 2019, Buyer completed the acquisition of all the issued and outstanding securities of CEHI pursuant to the Purchase Agreement (the “Transaction”). The sale price of CEHI was based on an aggregate total enterprise value of $625 million and is subject to customary working capital adjustments. After the allocation of the sales price to CEHI non-controlling equityholders and the payment of transaction expenses, CODI is expected to receive approximately $549 million of total proceeds at closing. This amount is in respect of the Company's outstanding loans to CEHI (including accrued interest) and its equity interests in CEHI, which was acquired by CODI on August 26, 2014. The proceeds will be used, in part, to repay outstanding debt under the Company's revolving credit facility and for general corporate purposes. CODI expects to record a gain on the sale of CEHI ranging between $205 million and $215 million for the quarter ended June 30, 2019.

The foregoing brief description of the Purchase Agreement is not meant to be exhaustive and is qualified in its entirety by the full text of the Purchase Agreement, which is incorporated herein by reference to Exhibit 2.1 to CODI’s Current Report on Form 8-K filed on May 9, 2019.

Forward-Looking Statements
This filing may contain certain forward-looking statements, including statements with regard to the future performance of CODI and expectations related to the sale of CEHI. Words such as "believes," "expects," “anticipates,” “intends,” "projects," and "future" or similar expressions, are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the risk factor discussion in the Form 10-K filed by CODI with the SEC for the year ended December 31, 2018 and other filings with the SEC. Except as required by law, CODI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
    

Section 8    Other Events
Item 8.01    Other Events

On July 1, 2019, CODI issued a press release announcing the closing of the CEHI sale. The foregoing description of the press release is qualified in its entirety by reference to the complete text of the press release furnished as Exhibit 99.1 hereto, which is hereby incorporated by reference herein.

Section 9    Financial Statements and Exhibits
Item 9.01    Financial Statements and Exhibits





(b)     Pro Forma Financial Information.
The unaudited condensed consolidated pro forma balance sheet of Compass Diversified Holdings at March 31, 2019 and notes thereto and the unaudited condensed consolidated pro forma statements of operations for the three months ended March 31, 2019 and the years ended December 31, 2018, 2017 and 2016 and notes thereto are filed as Exhibit 99.2 hereto and incorporated by reference herein.

d)    Exhibits

The following exhibits are furnished herewith:
Exhibit
 
Description
 
 
 
2.1
 

 
 
 
99.1
 
 
 
 
99.2
 





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

Date: July 1, 2019
COMPASS DIVERSIFIED HOLDINGS
 
 
 
 
By:
 
/s/ Ryan J. Faulkingham
 
 
 
 
 
 
Ryan J. Faulkingham
 
 
 
Regular Trustee

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

Date: July 1, 2019
COMPASS GROUP DIVERSIFIED HOLDINGS LLC
 
 
 
 
By:
 
/s/ Ryan J. Faulkingham
 
 
 
 
 
 
Ryan J. Faulkingham
 
 
 
Chief Financial Officer





Exhibit 99.1
CODILOGOF2A29.JPG

Compass Diversified Holdings
Ryan J. Faulkingham
Chief Financial Officer
203.221.1703
ryan@compassequity.com  
Investor Relations and Media Contact:
The IGB Group
Leon Berman
212.477.8438
lberman@igbir.com

Compass Diversified Holdings Closes Sale of Clean Earth
Compass Group Management to Waive Management Fee on Cash

Westport, Conn., July 1, 2019 - Compass Diversified Holdings (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle market businesses, announced today that it has completed the sale of its majority owned subsidiary, CEHI Acquisition Corporation, the parent company of Clean Earth, Inc. ("Clean Earth"), to a wholly-owned subsidiary of Harsco Corporation (NYSE: HSC), pursuant to an agreement it entered into on May 9, 2019.
The sale price of Clean Earth was based on an aggregate enterprise value of $625 million plus estimated cash and working capital adjustments subject to customary post-closing true-ups. CODI expects to realize a gain on the sale of Clean Earth of between $205 million and $215 million and intends to use the net proceeds to repay the remaining outstanding debt under the Company's revolving credit facility and for general corporate purposes.
Moelis & Company LLC and Houlihan Lokey acted as financial advisors to CODI in connection with the transaction. Squire Patton Boggs (US) LLP acted as legal counsel to CODI.
In addition, CODI’s Manager, Compass Group Management, has agreed to waive the management fee on cash balances held at CODI, commencing with the management fee due for the quarter ending June 30, 2019 and continuing until the quarter during which the Company next borrows under its revolving credit facility.

Elias Sabo, CEO of Compass Diversified Holdings, stated, “Year to date 2019, CODI has realized gains for shareholders of over $325 million. This success has enabled the Company to significantly strengthen its balance sheet, during a time when we are waiving our management fee on CODI’s cash balance. We remain well positioned to continue to implement our permanent capital model, and to distribute $1.44 per share annually, as we focus on further enhancing shareholder value.”
About Compass Diversified Holdings (“CODI”)
CODI owns and manages a diverse family of established North American middle market businesses. Each of its current subsidiaries is a leader in its niche market. CODI maintains controlling ownership interests in each of its subsidiaries in order to maximize its ability to impact long term cash flow generation and value. The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the Company and to make cash distributions to its shareholders.




Our eight majority-owned subsidiaries are engaged in the following lines of business:
•
The design and marketing of purpose-built tactical apparel and gear serving a wide range of global customers ( 5.11 );
•
The manufacture of quick-turn, small-run and production rigid printed circuit boards ( Advanced Circuits );
•
The manufacture of engineered magnetic solutions for a wide range of specialty applications and end-markets ( Arnold Magnetic Technologies );
•
The design and marketing of wearable baby carriers, strollers and related products ( Ergobaby );
•
The design and manufacture of custom molded protective foam solutions and OE components ( Foam Fabricators );
•
The design and manufacture of premium home and gun safes ( Liberty Safe );
•
The manufacture and marketing of portable food warming fuels for the hospitality and consumer markets, flameless candles and house and garden lighting for the home decor market, and wickless candle products used for home decor and fragrance systems ( The Sterno Group ); and
•
The design, manufacture and marketing of airguns, archery products, optics and related accessories ( Velocity Outdoor ).

This press release may contain certain forward-looking statements, including statements with regard to the future performance of CODI and expectations related to the sale of Clean Earth. Words such as "believes," "expects," “anticipates,” “intends,” "projects," and "future" or similar expressions, are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the risk factor discussion in the Form 10-K filed by CODI with the SEC for the year ended December 31, 2018 and other filings with the SEC. Except as required by law, CODI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



Exhibit 99.2

                                                

Compass Diversified Holdings
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


On June 28, 2019, Compass Diversified Holdings (the “Company”) completed the sale of CEHI Acquisition Corporation (“CEHI”), the parent company of the operating entity, Clean Earth, Inc. ("Clean Earth").
The following unaudited pro forma condensed consolidated financial information is based on the historical consolidated financial statements of the Company including certain pro forma adjustments and has been prepared to illustrate the effect on the historical condensed consolidated financial statements of the Company of the sale of Clean Earth (the “Clean Earth Disposition”) for a total enterprise value of $625 million, and estimated net proceeds of approximately $327.3 million at closing after repayment of $224.6 million in intercompany loans. The Clean Earth Disposition is further described in Item 2.01 of this Current Report on Form 8-K.
The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2019 and the years ended December 31, 2018, 2017 and 2016, give effect to the Clean Earth Disposition as if it had occurred as of the beginning of the earliest period presented. The unaudited pro forma condensed consolidated balance sheet gives effect to the pro forma adjustments necessary to reflect the Clean Earth Disposition as if it occurred on March 31, 2019.
The “as reported” financial information for both Compass Diversified Holdings and Clean Earth are derived from the audited financial statements of the Company for the years ended December 31, 2018, 2017 and 2016 as filed on Form 10-K and the unaudited financial statements of the Company as of March 31, 2019 and for the three months ended March 31, 2019, as filed on Form 10-Q.
The "as adjusted" financial information for the three years ended December 31, 2018, 2017 and 2016 reflect the audited financial statements of the Company for the years ended December 31, 2018, 2017 and 2016, less the disposition of FHF Holdings Ltd. ("Manitoba Harvest") which was sold on February 27, 2019. Manitoba Harvest is presented as discontinued operations in the unaudited condensed consolidated statement of operations for the three months ended March 31, 2019 and the unaudited condensed consolidated balance sheet as of March 31, 2019.
The unaudited pro forma financial information is prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma financial information is for informational purposes only and does not purport to present what our results would actually have been had the Clean Earth Disposotion actually occurred on the dates presented or to project our results of operations or financial position for any future period. This financial information may not be predictive of the future results of operations or financial condition of the Company, as the Company's future results of operation and financial condition may differ significantly from the proforma amounts reflected herein due to a variety of factors.
The pro forma adjustments are described in the accompanying notes and are based upon information and assumptions available at the time of the filing of this Current Report on Form 8-K. This unaudited pro forma condensed consolidated financial information should be read in conjunction with the consolidated financial statements, including the notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our annual report on Form 10-K for the year ended December 31, 2018 and the condensed consolidated financial statements, and notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our quarterly report on Form 10-Q for the quarterly period ended March 31, 2019.
The pro forma adjustments to the statements of operations for all periods presented do not include the following:
 
■
 
The non-recurring gain on the Clean Earth Disposition. The gain will be included in the Company’s results for the three and six month periods ended June 30, 2019, and,
 
■
 
Certain non-recurring transaction costs on closing of the sale estimated to be approximately $10.7 million.

 




Compass Diversified Holdings
Condensed Consolidated Pro Forma Balance Sheet
at March 31, 2019
(unaudited)

 
 
 
 
Clean Earth Disposition
 
 
(in thousands)
 
Compass Diversified Holdings as Reported
 
Less: Clean Earth as Reported
 
Clean Earth Pro Forma Adjustments
 
Pro Forma Consolidated Compass Diversified Holdings
Assets
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
39,837

 
$
(462
)
 
$
458,739

(1a)
$
498,114

Accounts receivable, net
 
263,494

 
(58,025
)
 
—

 
205,469

Inventories
 
313,910

 
—

 
—

 
313,910

Prepaid expenses and other current assets
 
87,964

 
(7,765
)
 
—

 
80,199

Total current assets
 
705,205

 
(66,252
)
 
458,739

 
1,097,692

Property, plant and equipment, net
 
203,549

 
(61,420
)
 
—

 
142,129

Operating lease right-of-use assets
 
103,442

 
(17,037
)
 
—

 
86,405

Goodwill
 
611,883

 
(140,483
)
 
—

 
471,400

Intangible assets, net
 
733,347

 
(131,342
)
 
—

 
602,005

Other non-current assets
 
12,200

 
(3,903
)
 
—

 
8,297

Total assets
 
$
2,369,626

 
$
(420,437
)
 
$
458,739

 
$
2,407,928

Liabilities and stockholders’ equity
 
 
 
 
 

Current liabilities:
 
 
 
 
 
 
 

Accounts payable
 
$
91,341

 
$
(20,846
)
 
$
—

 
$
70,495

Accrued expenses
 
115,824

 
(11,809
)
 
—

 
104,015

Due to related party
 
10,609

 
—

 
—

 
10,609

Current portion, long-term debt
 
5,000

 
—

 
—

 
5,000

Current portion, operating lease liabilities
 
19,574

 
(3,165
)
 
—

 
16,409

Other current liabilities
 
7,764

 
(384
)
 
—

 
7,380

Total current liabilities
 
250,112

 
(36,204
)
 
—

 
213,908

Deferred income taxes
 
61,023

 
(28,704
)
 
—

 
32,319

Long-term debt
 
955,395

 
—

 
(85,000
)
(1b)
870,395

Operating lease liabilities
 
90,701

 
(14,065
)
 
—

 
76,636

Other non-current liabilities
 
11,614

 
(4,607
)
 
—

 
7,007

Total liabilities
 
1,368,845

 
(83,580
)
 
(85,000
)
 
1,200,265

Stockholders’ equity
 
 
 
 
 
 
 
—

Stockholders’ equity
 
948,594

 
—

 
216,090

(1c)
1,164,684

Noncontrolling interest
 
52,187

 
(9,208
)
 

 
42,979

Total stockholders’ equity
 
1,000,781

 
(9,208
)
 
216,090

 
1,207,663

Total liabilities and stockholders’ equity
 
$
2,369,626

 
$
(92,788
)
 
$
131,090

 
$
2,407,928





Compass Diversified Holdings
Condensed Consolidated Pro Forma Statement of Operations
for the three months ended March 31, 2019
(unaudited)

 
 
 
 
Clean Earth Disposition
 
 
(in thousands, except per share data)
 
Compass Diversified Holdings as Reported
 
Less: Clean Earth as Reported
 
Clean Earth Pro Forma Adjustments
 
Pro Forma Consolidated Compass Diversified Holdings
 
 
 
 
 
 
 
 
 
Net sales
 
$
402,489

 
$
63,632

 
$
—

 
$
338,857

Cost of sales
 
266,300

 
46,998

 
—

 
219,302

Gross profit
 
136,189

 
16,634

 
—

 
119,555

Operating expenses:
 
 
 
 
 
 
 
 
Selling, general and administrative expense
 
93,199

 
11,436

 
—

 
81,763

Management fees
 
11,082

 
—

 
307

(1d)
11,389

Amortization expense
 
17,040

 
3,450

 
—

 
13,590

Operating income
 
14,868

 
1,748

 
(307
)
 
12,813

Other income (expense):
 
 
 
 
 
 
 
 
Interest expense, net
 
(18,582
)
 
(129
)
 
978

(1e)
(17,475
)
Amortization of debt issuance costs
 
(927
)
 
—

 
—

 
(927
)
Loss on sale of securities
 
(5,300
)
 
—

 
—

 
(5,300
)
Other expense, net
 
(571
)
 
—

 
—

 
(571
)
Income (loss) from continuing operations before income taxes
 
(10,512
)
 
1,619

 
671

 
(11,460
)
Provision for income taxes
 
403

 
(1,022
)
 
—

 
1,425

Income (loss) from continuing operations
 
(10,915
)
 
2,641

 
671

 
(12,885
)
Loss from discontinued operations, net of income tax
 
(586
)
 
—

 
—

 
(586
)
Gain on sale of discontinued operations
 
121,659

 
—

 
—

 
121,659

Net income
 
110,158

 
2,641

 
671

 
108,188

Less: Net income from continuing operations attributable to noncontrolling interest
 
1,300

 
(68
)
 
—

 
1,368

Less: Net loss from discontinued operations attributable to noncontrolling interest
 
(450
)
 
—

 
—

 
(450
)
Net income attributable to Holdings
 
$
109,308

 
$
2,709

 
$
671

 
$
107,270

 
 
 
 
 
 
 
 
 
Earnings per share - Basic and Fully Diluted
 
 
 
 
 
 
 
 
Net loss from continuing operations attributable to Holdings
 
$
(12,215
)
 
 
 
 
 
$
(14,253
)
Less: Distributions paid - Preferred Shares
 
3,781

 
 
 
 
 
3,781

Less: Accrued Distributions - Preferred Shares
 
1,334

 
 
 
 
 
1,334

Less: Effect of contribution based profit - Holding Event
 
981

 
 
 
—

(1f)
981

Net loss from continuing operations attributable to common shares of Holdings
 
$
(18,311
)
 
 
 
 
 
$
(20,349
)
 
 
 
 
 
 
 
 
 
Basic and diluted weighted average shares outstanding
 
59,900

 
 
 
 
 
59,900

Basic and fully diluted loss per share attributable to Holdings - continuing operations
 
$
(0.31
)
 
 
 
 
 
$
(0.34
)





Compass Diversified Holdings
Condensed Consolidated Pro Forma Statement of Operations
for the year ended December 31, 2018
(unaudited)
 
 
 
 
 
 
 
 
Clean Earth Disposition
 
 
(in thousands, except per share data)
 
Compass Diversified Holdings as Reported
 
Less: Manitoba Harvest as Reported
 
Compass Diversified Holdings as Adjusted
 
Less: Clean Earth as Reported
 
Clean Earth Pro Forma Adjustments
 
Pro Forma Consolidated Compass Diversified Holdings
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
$
1,691,673

 
$
(67,437
)
 
$
1,624,236

 
$
(266,916
)
 
$
—

 
$
1,357,320

Cost of sales
 
1,117,485

 
(38,560
)
 
1,078,925

 
(191,446
)
 
—

 
887,479

Gross profit
 
574,188

 
(28,877
)
 
545,311

 
(75,470
)
 
—

 
469,841

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 

Selling, general and administrative expense
 
392,500

 
(25,741
)
 
366,759

 
(46,677
)
 
—

 
320,082

Management fees
 
44,294

 
(350
)
 
43,944

 
—

 
(1,412
)
(1d)
42,532

Amortization expense
 
68,076

 
(4,540
)
 
63,536

 
(13,850
)
 
—

 
49,686

Operating income
 
69,318

 
1,754

 
71,072

 
(14,943
)
 
1,412

 
57,541

Other income (expense):
 
 
 
 
 
 
 
 
 
 
 

Interest expense, net
 
(55,577
)
 
13

 
(55,564
)
 
319

 
2,835

(1e)
(52,410
)
Amortization of debt issuance costs
 
(3,905
)
 
—

 
(3,905
)
 
—

 
—

 
(3,905
)
Other income (expense), net
 
(6,336
)
 
16

 
(6,320
)
 
430

 
—

 
(5,890
)
Income (loss) from continuing operations before income taxes
 
3,500

 
1,783

 
5,283

 
(14,194
)
 
4,247

 
(4,664
)
Provision for income taxes
 
6,548

 
1,460

 
8,008

 
2,458

 
—

 
10,466

Income (loss) from continuing operations
 
(3,048
)
 
323

 
(2,725
)
 
(16,652
)
 
4,247

 
(15,130
)
Gain on sale of discontinued operations, net of income tax
 
1,258

 
—

 
1,258

 

 
—

 
1,258

Net income (loss)
 
(1,790
)
 
$
323

 
$
(1,467
)
 
$
(16,652
)
 
$
4,247

 
$
(13,872
)
Less: Income from continuing operations attributable to noncontrolling interest
 
3,912

 
$
1,283

 
$
5,195

 
$
22

 
$
—

 
$
5,217

Net income (loss) attributable to Holdings
 
$
(5,702
)
 
$
(960
)
 
$
(6,662
)
 
$
(16,674
)
 
$
4,247

 
$
(19,089
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per share - Basic and Fully Diluted
 
 
 
 
 
 
 
 
 
 
 
 
Net loss from continuing operations attributable to Holdings
 
$
(6,960
)
 
 
 
 
 
 
 
 
 
$
(20,347
)
Less: Distributions paid - Preferred Shares
 
12,179

 
 
 
 
 
 
 
 
 
12,179

Less: Accrued Distributions - Preferred Shares
 
1,334

 
 
 
 
 
 
 
 
 
1,334

Less: Effect of contribution based profit - Holding Event
 
5,893

 
 
 
 
 
 
 
—

(1f)
5,893

Net loss from continuing operations attributable to common shares of Holdings
 
$
(26,366
)
 
 
 
 
 
 
 
 
 
$
(39,753
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted weighted average shares outstanding
 
59,900

 
 
 
 
 
 
 
 
 
59,900

Basic and fully diluted loss per share attributable to Holdings - continuing operations
 
$
(0.44
)
 
 
 
 
 
 
 
 
 
$
(0.66
)




Compass Diversified Holdings
Condensed Consolidated Pro Forma Statement of Operations
for the year ended December 31, 2017
(unaudited)
 
 
 
 
 
 
 
 
Clean Earth Disposition
 
 
(in thousands, except per share data)
 
Compass Diversified Holdings as Reported
 
Less: Manitoba Harvest
 
Compass Diversified Holdings as Adjusted
 
Less: Clean Earth as Reported
 
Clean Earth Pro Forma Adjustments
 
Pro Forma Consolidated Compass Diversified Holdings
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
$
1,269,729

 
$
(55,699
)
 
$
1,214,030

 
$
(211,247
)
 
$
—

 
$
1,002,783

Cost of sales
 
822,020

 
(30,598
)
 
791,422

 
(150,028
)
 
—

 
641,394

Gross profit
 
447,709

 
(25,101
)
 
422,608

 
(61,219
)
 
—

 
361,389

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 

Selling, general and administrative expense
 
318,484

 
(21,092
)
 
297,392

 
(35,875
)
 
—

 
261,517

Management fees
 
32,693

 
(350
)
 
32,343

 
—

 
3,388

(1d)
35,731

Amortization expense
 
52,003

 
(4,530
)
 
47,473

 
(12,807
)
 
—

 
34,666

Impairment expense
 
17,325

 
(8,461
)
 
8,864

 
—

 
—

 
8,864

Operating income
 
27,204

 
9,332

 
36,536

 
(12,537
)
 
(3,388
)
 
20,611

Other income (expense):
 
 
 
 
 
 
 
 
 
 
 

Interest expense, net
 
(27,623
)
 
41

 
(27,582
)
 
327

 
(48
)
(1e)
(27,303
)
Amortization of debt issuance costs
 
(4,002
)
 
—

 
(4,002
)
 

 
—

 
(4,002
)
Loss on sale of investment
 
(5,620
)
 
—

 
(5,620
)
 
—

 
—

 
(5,620
)
Other income, net
 
2,634

 
191

 
2,825

 
(80
)
 
—

 
2,745

Income (loss) from continuing operations before income taxes
 
(7,407
)
 
9,564

 
2,157

 
(12,290
)
 
(3,436
)
 
(13,569
)
Provision for income taxes
 
(40,679
)
 
1,469

 
(39,210
)
 
15,469

 
—

 
(23,741
)
Income (loss) from continuing operations
 
33,272

 
8,095

 
41,367

 
(27,759
)
 
(3,436
)
 
10,172

Gain on sale of discontinued operations, net of income tax
 
340

 
—

 
340

 
—

 
—

 
340

Net income (loss)
 
33,612

 
8,095

 
41,707

 
(27,759
)
 
(3,436
)
 
10,512

Less: Income from continuing operations attributable to noncontrolling interest
 
5,621

 
2,959

 
8,580

 
(335
)
 
—

 
8,245

Net income (loss) attributable to Holdings
 
$
27,991

 
$
5,136

 
$
33,127

 
$
(27,424
)
 
$
(3,436
)
 
$
2,267

 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per share - Basic and Fully Diluted
 
 
 
 
 
 
 
 
 
 
 
 
Net loss from continuing operations attributable to Holdings
 
$
27,651

 
 
 
 
 
 
 
 
 
$
1,927

Less: Distributions paid - Allocation Interests
 
39,188

 
 
 
 
 
 
 
 
 
39,188

Less: Distributions paid - Preferred Shares
 
2,457

 
 
 
 
 
 
 
 
 
2,457

Less: Effect of contribution based profit - Holding Event
 
12,726

 
 
 
 
 
 
 
(2,654
)
(1f)
10,072

Net loss from continuing operations attributable to common shares of Holdings
 
$
(26,720
)
 
 
 
 
 
 
 
 
 
$
(49,790
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted weighted average shares outstanding
 
59,900

 
 
 
 
 
 
 
 
 
59,900

Basic and fully diluted loss per share attributable to Holdings - continuing operations
 
$
(0.45
)
 
 
 
 
 
 
 
 
 
$
(0.83
)




Compass Diversified Holdings
Condensed Consolidated Pro Forma Statement of Operations
for the year ended December 31, 2016
(unaudited)
 
 
 
 
 
 
 
 
Clean Earth Disposition
 
 
(in thousands, except per share data)
 
Compass Diversified Holdings as Reported
 
Less: Manitoba Harvest
 
Compass Diversified Holdings as Adjusted
 
Less: Clean Earth as Reported
 
Clean Earth Pro Forma Adjustments
 
Pro Forma Consolidated Compass Diversified Holdings
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
$
978,309

 
$
(59,323
)
 
$
918,986

 
$
(188,997
)
 
$
—

 
$
729,989

Cost of sales
 
651,739

 
(32,818
)
 
618,921

 
(134,667
)
 
—

 
484,254

Gross profit
 
326,570

 
(26,505
)
 
300,065

 
(54,330
)
 
—

 
245,735

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 


Selling, general and administrative expense
 
217,830

 
(21,329
)
 
196,501

 
(30,018
)
 
—

 
166,483

Management fees
 
29,406

 
(347
)
 
29,059

 
—

 
4,681

(1d)
33,740

Amortization expense
 
35,069

 
(4,508
)
 
30,561

 
(12,578
)
 
—

 
17,983

Impairment expense/ loss on disposal of assets
 
25,204

 
—

 
25,204

 
(3,305
)
 
—

 
21,899

Operating income
 
19,061

 
(321
)
 
18,740

 
(8,429
)
 
(4,681
)
 
5,630

Other income (expense):
 
 
 
 
 
 
 
 
 
 
 


Interest expense, net
 
(24,651
)
 
10

 
(24,641
)
 
461

 
72

(1e)
(24,108
)
Amortization of debt issuance costs
 
(2,763
)
 
—

 
(2,763
)
 
—

 
—

 
(2,763
)
Gain on investment
 
74,490

 
—

 
74,490

 
—

 
 
 
74,490

Other income, net
 
(2,919
)
 
2,804

 
(115
)
 
488

 
—

 
373

Income (loss) from continuing operations before income taxes
 
63,218

 
2,493

 
65,711

 
(7,480
)
 
(4,609
)
 
53,622

Provision for income taxes
 
9,469

 
1,682

 
11,151

 
2,782

 
—

 
13,933

Income (loss) from continuing operations
 
53,749

 
811

 
54,560

 
(10,262
)
 
(4,609
)
 
39,689

Income from discontinued operations, net of income tax
 
473

 
—

 
473

 
—

 
 
 
473

Gain on sale of discontinued operations, net of income tax
 
2,308

 
—

 
2,308

 
—

 
—

 
2,308

Net income (loss)
 
$
56,530

 
$
811

 
$
57,341

 
$
(10,262
)
 
$
(4,609
)
 
$
42,470

Less: Income from continuing operations attributable to noncontrolling interest
 
1,961

 
1,165

 
3,126

 
79

 
—

 
3,205

Less: Loss from discontinued operations attributable to noncontrolling interest
 
(116
)
 
—

 
(116
)
 
—

 
—

 
(116
)
Net loss attributable to Holdings
 
$
54,685

 
$
(354
)
 
$
54,331

 
$
(10,341
)
 
$
(4,609
)
 
$
39,381

 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per share - Basic and Fully Diluted
 


 
 
 
 
 
 
 
 
 
 
Net loss from continuing operations attributable to Holdings
 
$
51,788

 
 
 
 
 
 
 
 
 
$
36,559

Less: Distributions paid - Allocation Interests
 
23,779

 
 
 
 
 
 
 
 
 
23,779

Less: Effect of contribution based profit - Holding Event
 
2,862

 
 
 
 
 
 
 
—

(1f)
2,862

Net loss from continuing operations attributable to common shares of Holdings
 
$
25,147

 
 
 
 
 
 
 
 
 
$
9,918

 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted weighted average shares outstanding
 
54,591

 
 
 
 
 
 
 
 
 
54,591

Basic and fully diluted loss per share attributable to Holdings - continuing operations
 
$
0.46

 
 
 
 
 
 
 
 
 
$
0.18





Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)


Pro forma information is intended to reflect the impact of the Clean Earth Disposition on the Company's historical financial position and results of operations, as adjusted for the disposition of Manitoba Harvest, which occurred in February 2019, through adjustments that are directly attributable to the transaction, that are factually supportable and, with respect to the pro forma statements of operations, that are expected to have a continuing impact. In order to accomplish this, the Company eliminated the historical results of Clean Earth from the Company's historical financial position and results of operations, as adjusted for the disposition of Manitoba Harvest. Clean Earth's historical operations, for the current and prior period, including the gain on sale, will be presented as discontinued operations for financial reporting purposes beginning with the Company's Quarterly Report on Form 10-Q for the three and six months ended June 30, 2019.

The information in Note 1 provides a description of the pro forma adjustments from each line item in the pro forma condensed financial statements together with information explaining how the amounts were derived or calculated.

Note 1 - Pro Forma Adjustments
Balance Sheet
The following adjustments correspond to those included in the unaudited condensed consolidated pro forma balance sheet as of March 31, 2019:

( 1a) This adjustment reflects the cash proceeds from the Clean Earth Disposition, net of the assumed debt payoff as discussed in footnote ( 1b) below.

(1b) This adjustment represents the payoff of all debt outstanding under our revolving credit facility. The Company did not reflect the payoff of term debt.

(1c) This adjustment reflects the estimated gain on the Clean Earth Disposition as if the sale had occurred on March 31, 2019. This gain may not be representative of what will actually be recorded during the three and six months ended June 30, 2019.

Statement of Operations
The following adjustments correspond to those included in the unaudited condensed consolidated pro forma statement of operations for the three months ended March 31, 2019 and the years ended December 31, 2018, 2017 and 2016:

(1d) This adjustment reflects the effect of the Clean Earth disposition and repayment of the revolving credit facility on the Management fee paid to our Manager during each of the periods presented.

(1e) This adjustment reflects the payoff of the average revolver debt outstanding during the respective periods using proceeds from the Clean Earth Disposition. The effect of paying off all revolver debt was to reduce interest expense on the revolver debt for the periods presented and increase commitment (unused) fees associated with the revolver debt for the periods presented.

Earnings per Share
(1f) The Company uses the two-class method to compute basic and fully diluted earnings per share. The two-class method requires companies to allocate participating securities that have rights to earnings that otherwise would have been available only to common shareholders as a separate class of securities in calculating earnings per share. The following is a summary of the effect of Clean Earth Contribution Based Profit from a Holding Event that is reflected as an adjustment to the calculation of earnings per share:
 
Three months ended
 
Years ended
 
March 31, 2019
 
December 31, 2018

 
December 31, 2017

 
December 31, 2016

 
 
 
 
 
 
 
 
Less: Effect of contribution based profit - Clean Earth Holding Event
—

 
—

 
2,654

 
—