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Compass Diversified Holdings Announces Amendment of its Credit Agreement
Globenewswire· 2025-01-10 13:00
Core Viewpoint - Compass Diversified Holdings announced an amendment to its existing credit agreement, allowing for an additional term loan of $200 million and delayed draw commitments of $100 million, aimed at supporting acquisitions and general corporate purposes [1][2][3]. Group 1: Credit Agreement Amendment - The amendment modifies the Third Amended and Restated Credit Agreement dated July 12, 2022, providing for an additional advance of $200 million and delayed draw commitments of $100 million [2]. - The Incremental Term Loan will require quarterly repayments ranging from $3.75 million to $11.25 million, starting March 31, 2025, with a final payment due on July 12, 2027 [3]. - The Incremental Delayed Draw Term Loan will also require quarterly repayments of 0.625% to 1.875% of the drawn amount, commencing after the loan is fully drawn or the end of the availability period [4]. Group 2: Use of Proceeds - Proceeds from the Incremental Term Loan and Incremental Delayed Draw Term Loan will be utilized for new acquisitions, working capital, capital expenditures, and other general corporate purposes [3]. Group 3: Company Overview - Since its IPO in 2006, Compass Diversified has focused on owning and managing a diverse portfolio of middle-market businesses across various sectors, leveraging its permanent capital base and expertise to maximize long-term cash flow and value creation [5].
Compass Diversified Holdings Announces Changes to its Board of Directors
Globenewswire· 2025-01-06 13:05
Core Points - Compass Diversified Holdings (CODI) announced that director Gordon M. Burns will not seek re-election at the 2025 annual shareholders meeting due to other commitments [1] - Burns has been a board member since May 2008 and has stepped down as Chair of the Nominating & Corporate Governance Committee, but will remain on the board until the 2025 meeting [1][2] - Nancy B. Mahon has been appointed as the new Chair of the Nominating Committee, effective January 3, 2025 [2][3] - Mahon has been a director since May 2023 and is currently the Chief Sustainability Officer at The Estée Lauder Companies, Inc. [3] - The board aims to strengthen and diversify its governance, with Mahon bringing over a decade of experience in corporate citizenship and sustainability practices [4] Company Overview - CODI has consistently executed its strategy of owning and managing a diverse set of middle-market businesses across industrial, branded consumer, and healthcare sectors since its IPO in 2006 [5] - The company leverages its permanent capital base and long-term disciplined approach to maintain controlling ownership interests in its subsidiaries, maximizing long-term cash flow generation and value creation [5] - CODI provides both debt and equity capital for its subsidiaries, contributing to their financial and operational flexibility [5]
Compass Diversified Declares Fourth Quarter 2024 Distributions on Common and Series A, B and C Preferred Shares
Newsfilter· 2025-01-06 13:00
Core Points - Compass Diversified (CODI) announced a quarterly cash distribution of $0.25 per share on its common shares, payable on January 23, 2025, to holders of record as of January 16, 2025 [1] - The Board declared cash distributions for its preferred shares: $0.453125 per share for Series A, $0.4921875 per share for Series B, and $0.4921875 per share for Series C, all payable on January 30, 2025, to holders of record as of January 15, 2025 [2][3][4] Financial Overview - CODI's common and preferred cash distributions are expected to generally constitute "qualified dividends" for U.S. federal income tax purposes, contingent on being paid from "earnings and profits" [5] - The company does not expect all distributions in the 2024 taxable year to be qualified dividends, as earnings and profits are anticipated to be below cash distributions [6] - CODI anticipates that all distributions in 2025 may be treated as a return of capital, with final tax status to be reported in early 2026 [7] Company Background - Since its IPO in 2006, CODI has focused on owning and managing a diverse set of middle-market businesses across industrial, branded consumer, and healthcare sectors [8] - The company leverages its permanent capital base and long-term approach to maintain controlling ownership interests in its subsidiaries, enhancing cash flow generation and value creation [8]
Highlander Partners Acquires Juvenile Products Leader Ergobaby
Prnewswire· 2024-12-30 14:22
Group 1: Acquisition Overview - Highlander Partners has acquired Ergobaby, the global market leader in premium baby carriers, from Compass Diversified [3] - Ergobaby was founded in 2003 and is headquartered in Los Angeles, California, employing 170 people and distributing products in over 75 countries [3][4] - The acquisition aligns with Highlander's strategy of investing in category-leading branded consumer product companies, emphasizing growth through product innovation and market expansion [1][8] Group 2: Product Portfolio - Ergobaby's product line includes baby carriers, wraps, strollers, bouncers, highchairs, maternity support bands, and nursing accessories, designed to support parents and babies through pregnancy and early development [4] - The company also features two other brands: Tula, known for functional carriers, and Belly Bandit, which focuses on maternity and postpartum solutions [7] Group 3: Management Insights - Jason Frame, CEO of Ergobaby, expressed excitement about the partnership with Highlander, highlighting the management team's energy and a full pipeline of new opportunities [8] - Highlander Partners has over $3 billion in assets under management and employs a buy and build investment approach to create value through organic growth and acquisitions [8]
Compass Diversified Announces Sale of Ergobaby
Newsfilter· 2024-12-30 13:00
Core Viewpoint - Compass Diversified has completed the sale of its majority-owned subsidiary, Ergobaby, to Highlander Partners, aiming to utilize the proceeds for debt reduction and corporate purposes while continuing to acquire innovative brands [1][3]. Group 1: Company Overview - Compass Diversified (CODI) is an owner of leading middle-market businesses, focusing on industrial, branded consumer, and healthcare sectors since its IPO in 2006 [4]. - The company employs a strategy of maintaining controlling ownership interests in its subsidiaries to maximize long-term cash flow generation and value creation [4]. - CODI leverages its permanent capital base and expertise to provide both debt and equity capital for its subsidiaries, contributing to their financial flexibility [4]. Group 2: Transaction Details - The sale of Ergobaby was executed through a definitive agreement with Highlander Partners, a private investment firm based in Dallas [1]. - Proceeds from the transaction will be allocated to pay down debt and for general corporate purposes, indicating a focus on financial health and operational flexibility [3]. - The CEO of Compass Diversified expressed confidence in the future, stating the intention to use the sale proceeds to acquire and manage innovative brands, thereby driving long-term shareholder value [2]. Group 3: Leadership Comments - Elias Sabo, CEO of Compass Diversified, acknowledged Ergobaby's position as a global leader in premium juvenile products and expressed gratitude for the contributions of the Ergobaby team [2]. - Jason Frame, CEO of Ergobaby, expressed appreciation for the support from CODI and optimism for future success under Highlander Partners [4].
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Seeking Alpha· 2024-11-01 12:30
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pass Diversified LLC(CODI) - 2024 Q3 - Earnings Call Transcript
2024-10-31 00:58
Compass Diversified (NYSE:CODI) Q3 2024 Results Conference Call October 30, 2024 5:00 PM ET Company Participants Cody Slach - Senior MD & Director of Investor Relation Elias Sabo - Partner & CEO Patrick Maciariello - Partner & COO Stephen Keller - Executive Vice President & CFO Conference Call Participants Larry Solow - CJS Securities Matt Koranda - ROTH Capital Matthew Howlett - Jefferies Robert Dodd - Raymond James Operator Good afternoon, and welcome to Compass Diversified's Third Quarter 2024 Conferenc ...
Compared to Estimates, Compass Diversified Holdings (CODI) Q3 Earnings: A Look at Key Metrics
ZACKS· 2024-10-31 00:36
Compass Diversified Holdings (CODI) reported $582.62 million in revenue for the quarter ended September 2024, representing a year-over-year increase of 2.3%. EPS of $0.43 for the same period compares to $0.38 a year ago.The reported revenue compares to the Zacks Consensus Estimate of $570.52 million, representing a surprise of +2.12%. The company delivered an EPS surprise of -20.37%, with the consensus EPS estimate being $0.54.While investors scrutinize revenue and earnings changes year-over-year and how th ...
pass Diversified LLC(CODI) - 2024 Q3 - Quarterly Report
2024-10-30 20:18
Acquisition and Strategic Growth - The Company recorded a total enterprise value of $380 million for the acquisition of The Honey Pot Co. on January 31, 2024[195]. - The Honey Pot Co. is expected to enhance the Company's portfolio in the healthcare sector, which is identified as a high-growth area[175]. - The Company is actively pursuing strategic acquisitions and rigorous integration processes to enhance growth opportunities[193]. - The Honey Pot Co. contributed $75.9 million in net revenues in 2024 post-acquisition[217]. - Amortization expense for the three months ended September 30, 2024 increased by $2.8 million due to the acquisition of The Honey Pot Co.[210]. - Amortization expense increased by $8.6 million for the nine months ended September 30, 2024, due to intangibles recognized from the acquisition of The Honey Pot Co.[223]. - Acquisition expenses recorded are $3,479,000, indicating ongoing strategic investments[372]. Financial Performance - Consolidated net revenues for the three months ended September 30, 2024 increased by approximately $61.6 million, or 11.8%, compared to the same period in 2023[203]. - Net revenues for the nine months ended September 30, 2024 increased by approximately $157.6 million, or 10.6%, compared to the same period in 2023[217]. - Operating income for the three months ended September 30, 2024 was $70.3 million, compared to $17.4 million for the same period in 2023[202]. - Gross profit as a percentage of net revenues was approximately 47.1% for the three months ended September 30, 2024, compared to 43.2% for the same period in 2023[207]. - Gross profit for the nine months ended September 30, 2024 was $208.1 million, an increase of $4.9 million from $203.2 million in the same period of 2023, with gross profit as a percentage of net sales at 53.7%[238]. - Segment operating income increased to $120.5 million for the nine months ended September 30, 2024, compared to $64.9 million in the same period of 2023[268]. - Adjusted EBITDA for the nine months ended September 30, 2024, is $314,308,000, with significant contributions from various subsidiaries[372]. - The overall EBITDA across all subsidiaries is reported at $257,958,000, highlighting operational performance[372]. Expenses and Costs - Consolidated selling, general and administrative expenses increased by approximately $25.8 million during the three months ended September 30, 2024, compared to the same period in 2023[208]. - Selling, general and administrative expenses increased by approximately $64.0 million during the nine months ended September 30, 2024, with significant increases at Lugano ($22.6 million) and BOA ($7.6 million)[221]. - Interest expense totaled $27.4 million for the three months ended September 30, 2024, compared to $27.6 million for the same period in 2023[213]. - Interest expense for the nine months ended September 30, 2024, totaled $77.5 million, slightly down from $80.4 million in the same period of 2023[360]. - Selling, general and administrative expenses for the nine months ended September 30, 2024, were $167.1 million, representing 43.1% of net sales, compared to $164.2 million or 42.6% of net sales in the same period of 2023[239]. - Selling, general and administrative expenses for the nine months ended September 30, 2024 were $30.7 million, or 35.5% of net sales, compared to $28.4 million, or 34.5% in the prior year[289]. - The total impairment expense recognized is $8,182,000, reflecting non-recurring charges[372]. Market Conditions and Challenges - Inflationary pressures and rising labor costs are expected to impact margins for the remainder of 2024 and into early 2025[189]. - The Company plans to raise prices on goods when appropriate to preserve operating margins due to rising input costs[190]. - The effective tax rate for the quarter ended September 30, 2024 was 25.5%, compared to an effective tax rate of (37.8)% during the same period in 2023[216]. - The effective tax rate for the nine months ended September 30, 2024, was 67.0%, compared to 118.2% in the same period of 2023, influenced by various recurring and discrete items[230]. Cash Flow and Financing - Cash flows used in operating activities for the nine months ended September 30, 2024 totaled approximately $77.6 million, a $134.6 million increase in cash use compared to the same period in 2023[338]. - Cash flows used in investing activities for the nine months ended September 30, 2024 totaled $352.3 million, compared to cash provided by investing activities of $104.3 million in the same period of 2023[339]. - Cash flows provided by financing activities totaled approximately $50.9 million during the nine months ended September 30, 2024, compared to cash flows used of $157.9 million in the same period of 2023[340]. - Total intercompany debt as of September 30, 2024, amounted to $1,523.8 million, with significant balances in subsidiaries such as Lugano ($589.2 million) and PrimaLoft ($156.8 million)[350]. - The company had $486.6 million in net availability under the 2022 Revolving Credit Facility as of September 30, 2024[353]. - The 2022 Credit Facility allows for revolving loans and term loans up to a maximum aggregate amount of $600 million, with a maturity date of July 12, 2027[352]. - The company expects to continue funding Lugano to support profitable sales growth through amendments to its intercompany credit agreement[343]. Segment Performance - Net sales for the three months ended September 30, 2024 were $45.6 million, an increase of $8.3 million, or 22.3%, compared to the same period in 2023[242]. - Lugano's net sales for the three months ended September 30, 2024 increased by approximately $39.8 million, or 50.6%, to $118.6 million compared to the same period in 2023[260]. - Segment operating income for Lugano increased to $48.0 million for the three months ended September 30, 2024, compared to $28.0 million in the same period in 2023[264]. - Net sales for Altor Solutions for the three months ended September 30, 2024 were $52.1 million, a decrease of $7.1 million or 12.0% compared to the same period in 2023, attributed to shifting market conditions[307]. - Segment operating income for Altor Solutions was $6.0 million in the three months ended September 30, 2024, a decrease of $2.7 million compared to the same period in 2023[310].
pass Diversified LLC(CODI) - 2024 Q3 - Quarterly Results
2024-10-30 20:18
Exhibit 99.1 Compass Diversified Reports Third Quarter 2024 Financial Results Westport, Conn., October 30, 2024 – Compass Diversified (NYSE: CODI) ("CODI" or the "Company"), an owner of leading middle market businesses, announced today its consolidated operating results for the three months ended September 30, 2024. "Despite a dynamic macroeconomic environment, we had another great quarter," said Elias Sabo, CEO of Compass Diversified. "Our differentiated business model and strong operating companies positi ...