Compass Diversified Holdings [CODI] Filings

10-Q 1 codi-20240630.htm 10-Q codi-20240630

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMPASS DIVERSIFIED HOLDINGS

(Exact name of registrant as specified in its charter)

Delaware

001-34927

57-6218917

(State or other jurisdiction of
incorporation or organization)

(Commission
file number)

(I.R.S. employer
identification number)

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 or organization)

(Commission
file number)

(I.R.S. employer
identification number)

301 Riverside Avenue, Second Floor, Westport, CT 06880

(203) 221-1703

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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 beneficial interests in Compass Diversified Holdings

CODI PR A

New York Stock Exchange

Series B Preferred Shares representing beneficial interests in Compass Diversified Holdings

CODI PR B

New York Stock Exchange

Series C Preferred Shares representing beneficial interests in Compass Diversified Holdings

CODI PR C

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

As of July 26, 2024, there were 75,652,286 Trust common shares of Compass Diversified Holdings outstanding.

COMPASS DIVERSIFIED HOLDINGS

QUARTERLY REPORT ON FORM 10-Q

For the period ended June 30, 2024

TABLE OF CONTENTS

Page
Number

FORWARD-LOOKING STATEMENTS

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS (UNAUDITED)

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.

CONTROLS AND PROCEDURES

PART II. OTHER INFORMATION

ITEM 1.

ITEM 1A.

ITEM 6.

NOTE TO READER

In reading this Quarterly Report on Form 10-Q, references to:

•the “Trust” and “Holdings” refer to Compass Diversified Holdings;

•the “LLC” refer to Compass Group Diversified Holdings LLC;

•the "Company" refer to Compass Diversified Holdings and Compass Group Diversified Holdings LLC, collectively;

•“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 "Trust Agreement" refer to the Third Amended and Restated Trust Agreement of the Trust dated as of August 3, 2021, as further amended;

•the "2022 Credit Facility" refer to the third amended and restated credit agreement entered into on July 12, 2022 among the LLC, the lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and letter of credit issuer (the "agent")

•the "2022 Revolving Credit Facility" refers to the $600 million in revolving loans, swing line loans and letters of credit provided by the 2022 Credit Facility that matures in 2027;

•the "2022 Term Loan" refer to the $400 million term loan provided by the 2022 Credit Facility;

•the "LLC Agreement" refer to the Sixth Amended and Restated Operating Agreement of the Company dated as of August 3, 2021, as further amended; and

•"we," "us" and "our" refer to the Trust, the Company and the businesses together.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, contains both historical and forward-looking statements. We may, in some cases, use words such as "project," "predict," "believe," "anticipate," "plan," "expect," "estimate," "intend," "should," "would," "could," "potentially," "may," or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. All statements other than statements of historical or current fact are “forward-looking statements” for purposes of federal and state securities laws. Forward looking statements include, among other things, (i) statements as to our future performance or liquidity, such as expectations for our results of operation, net income, adjusted EBITDA, adjusted earnings, and ability to make quarterly distributions and (ii) our plans, strategies and objectives for future operations, including our business outlook and planned capital expenditures. Forward-looking statements in this Quarterly Report on Form 10-Q are subject to a number of risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the SEC, including, but not limited to, those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the United States Securities and Exchange Commission (“SEC”) on February 28, 2024, as such factors may be updated from time to time in our filings with the SEC. Many of these risks and uncertainties are beyond our control. Important factors that could cause our actual results, performance and achievements to differ materially from those estimates or projections contained in our forward-looking statements include, among other things:

•changes in general economic, political or business conditions or economic, political or demographic trends in the United States and other countries in which we have a presence, including changes in interest rates and inflation;

•disruption in the global supply chain, labor shortages and high labor costs;

•difficulties and delays in integrating, or business disruptions following, acquisitions or an inability to fully realize cost savings and other benefit related thereto;

•our ability to successfully operate our subsidiary businesses on a combined basis, and to effectively integrate and improve future acquisitions;

•our ability to maintain our credit facilities or incur additional borrowings on terms we deem attractive;

•our ability to remove CGM and CGM’s right to resign;

•our 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 ability to make distributions in the future to our shareholders;

•our ability to pay the management fee and profit allocation if and when due;

•our ability to make and finance future acquisitions;

•our ability to implement our acquisition and management strategies;

•the legal and regulatory environment in which our subsidiaries operate;

•trends in the industries in which our subsidiaries operate;

•future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities);

•risks associated with possible disruption in operations or the economy generally due to terrorism or natural disaster or social, civil or political unrest;

•environmental risks affecting the business or operations of our subsidiaries;

•our and CGM’s ability to retain or replace qualified employees of our subsidiaries and CGM;

•the impact of the tax reclassifications of the Trust;

•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 subsidiary businesses.

Our actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which we are not currently aware or which we currently deem immaterial could also cause our actual results to differ.

In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements. The forward-looking events discussed in this Quarterly Report on Form 10-Q may not occur. These forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances, whether as a result of new information, future events or otherwise, except as required by law.

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

COMPASS DIVERSIFIED HOLDINGS

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30, 2024		December 31, 2023
(in thousands)	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	68,370	$	450,477
Accounts receivable, net	358,530		318,241
Inventories, net	843,634		740,387
Prepaid expenses and other current assets	126,027		94,715
Total current assets	1,396,561		1,603,820
Property, plant and equipment, net	180,928		192,562
Goodwill	1,003,685		901,428
Intangible assets, net	1,088,647		923,905
Other non-current assets	188,373		195,266
Total assets	$	3,858,194	$	3,816,981
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	94,837	$	93,412
Accrued expenses	174,037		157,456
Due to related parties (refer to Note P)	17,928		16,025
Current portion, long-term debt	10,000		10,000
Other current liabilities	37,486		35,465
Total current liabilities	334,288		312,358
Deferred income taxes	138,218		120,131
Long-term debt	1,712,084		1,661,879
Other non-current liabilities	204,852		203,232
Total liabilities	2,389,442		2,297,600
Commitments and contingencies (refer to Note O)
Stockholders’ equity
Trust preferred shares, 50,000 authorized; 13,011 shares issued and outstanding at June 30, 2024 and 12,600 shares issued and outstanding at December 31, 2023
Series A preferred shares, no par value; 4,045 shares issued and outstanding at June 30, 2024 and 4,000 shares issued and outstanding at December 31, 2023	97,453		96,417
Series B preferred shares, no par value; 4,128 shares issued and outstanding at June 30, 2024 and and 4,000 shares issued and outstanding at December 31, 2023	99,558		96,504
Series C preferred shares, no par value; 4,838 shares issued and outstanding at June 30, 2024 and 4,600 shares issued and outstanding at December 31, 2023	116,710		110,997
Trust common shares, no par value, 500,000 authorized; 75,958 shares issued and 75,476 shares outstanding at June 30, 2024 and 75,753 issued and 75,270 outstanding at December 31, 2023	1,285,796		1,281,303
Treasury shares, at cost	(9,339)		(9,339)
Accumulated other comprehensive income (loss)	(4,503)		111
Accumulated deficit	(369,171)		(249,243)
Total stockholders’ equity attributable to Holdings	1,216,504		1,326,750
Noncontrolling interest	252,248		192,631
Total stockholders’ equity	1,468,752		1,519,381
Total liabilities and stockholders’ equity	$	3,858,194	$	3,816,981

See notes to condensed consolidated financial statements.

COMPASS DIVERSIFIED HOLDINGS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
(in thousands, except per share data)	2024		2023		2024		2023
Net revenues	$	542,595	$	486,889	$	1,066,885	$	970,822
Cost of revenues	283,481		270,248		565,944		549,117
Gross profit	259,114		216,641		500,941		421,705
Operating expenses:
Selling, general and administrative expense	151,446		133,755		302,160		264,019
Management fees	18,864		16,795		36,931		33,065
Amortization expense	27,461		23,978		53,749		47,951
Impairment expense	—		—		8,182		—
Operating income	61,343		42,113		99,919		76,670
Other income (expense):
Interest expense, net	(26,561)		(26,613)		(50,136)		(52,793)
Amortization of debt issuance costs	(1,004)		(1,024)		(2,009)		(2,029)
Loss on sale of Crosman (refer to Note C)	(24,606)		—		(24,606)		—
Other income (expense), net	(1,375)		(105)		(4,249)		1,055
Income from continuing operations before income taxes	7,797		14,371		18,919		22,903
Provision for income taxes	21,520		4,320		30,206		11,240
Income (loss) from continuing operations	(13,723)		10,051		(11,287)		11,663
Income from discontinued operations, net of income taxes	—		2,840		—		12,840
Gain on sale of discontinued operations, net of income taxes	—		4,232		3,345		102,221
Net income (loss)	(13,723)		17,123		(7,942)		126,724
Less: Net income from continuing operations attributable to noncontrolling interest	5,806		3,498		13,235		7,669
Less: Net income from discontinued operations attributable to noncontrolling interest	—		19		—		52
Net income (loss) attributable to Holdings	$	(19,529)	$	13,606	$	(21,177)	$	119,003

Amounts attributable to Holdings
Income (loss) from continuing operations	$	(19,529)	$	6,553	$	(24,522)	$	3,994
Income from discontinued operations, net of income tax	—		2,821		—		12,788
Gain on sale of discontinued operations, net of income tax	—		4,232		3,345		102,221
Net income (loss) attributable to Holdings	$	(19,529)	$	13,606	$	(21,177)	$	119,003

Basic income (loss) per common share attributable to Holdings (refer to Note J)
Continuing operations	$	(0.45)	$	(0.45)	$	(1.30)	$	(0.59)
Discontinued operations	—		0.10		0.04		1.57
Basic income (loss) per common share attributable to Holdings (refer to Note J)	$	(0.45)	$	(0.35)	$	(1.26)	$	0.98

Basic weighted average number of shares of common shares outstanding	75,389		71,932		75,332		72,055

Cash distributions declared per Trust common share (refer to Note J)	$	0.25	$	0.25	$	0.50	$	0.50

See notes to condensed consolidated financial statements.

COMPASS DIVERSIFIED HOLDINGS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
(in thousands)	2024		2023		2024		2023

Net income (loss)	$	(13,723)	$	17,123	$	(7,942)	$	126,724
Other comprehensive income (loss)
Foreign currency translation adjustments	(1,309)		610		(2,548)		1,856
Pension benefit liability, net	(1,233)		86		(2,066)		(438)
Other comprehensive income (loss)	(2,542)		696		(4,614)		1,418
Total comprehensive income (loss), net of tax	$	(16,265)	$	17,819	(12,556)		128,142
Less: Net income attributable to noncontrolling interests	5,806		3,517		13,235		7,721
Less: Other comprehensive income (loss) attributable to noncontrolling interests	(42)		16		(98)		36
Total comprehensive income (loss) attributable to Holdings, net of tax	$	(22,029)	$	14,286	$	(25,693)	$	120,385

See notes to condensed consolidated financial statements.

COMPASS DIVERSIFIED HOLDINGS

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)


(in thousands)	Trust Preferred Shares						Trust Common Shares				Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Stockholders' Equity Attributable to Holdings		Non- Controlling Interest		Non- Controlling Interest Attributable to Disc. Ops.		Total Stockholders’ Equity
	Series A		Series B		Series C				Treasury Shares
Balance — April 1, 2023	$	96,417	$	96,504	$	110,997	$	1,206,996	$	(3,954)	$	(291,605)	$	(414)	$	1,214,941	$	208,433	$	21,259	$	1,444,633
Net income	—		—		—		—		—		13,606		—		$	13,606	3,498		19		17,123
Total other comprehensive income, net	—		—		—		—		—		—		696		$	696	—		—		696
Issuance of Trust common shares	—		—		—		(43)		—		—		—		$	(43)	—		—		(43)
Purchase of Trust common shares for treasury	—		—		—		—		(1,902)		—		—		$	(1,902)	—		—		(1,902)
Option activity attributable to noncontrolling shareholders	—		—		—		—		—		—		—		$	—	3,207		459		3,666
Effect of subsidiary stock option exercise	—		—		—		—		—		—		—		$	—	52		—		52
Purchase of noncontrolling interest	—		—		—		—		—		—		—		$	—	(267)		—		(267)
Acquisition of noncontrolling interest	—		—		—		—		—		—		—		$	—	—		4,155		4,155
Distributions paid - Allocation Interests (refer to Note J)	—		—		—		—		—		(26,475)		—		$	(26,475)	—		—		(26,475)
Distributions paid - Trust Common Shares	—		—		—		—		—		(17,987)		—		$	(17,987)	—		—		(17,987)
Distributions paid - Trust Preferred Shares	—		—		—		—		—		(6,046)		—		$	(6,046)	—		—		(6,046)
Balance — June 30, 2023	$	96,417	$	96,504	$	110,997	$	1,206,953	$	(5,856)	$	(328,507)	$	282	$	1,176,790	$	214,923	$	25,892	$	1,417,605

Balance — April 1, 2024	$	96,600	$	96,593	$	111,552	$	1,282,521	$	(9,339)	$	(324,695)	$	(1,961)	$	1,251,271	$	242,940	$	—	$	1,494,211
Net income (loss)	—		—		—		—		—		(19,529)		—		(19,529)		5,806		—		(13,723)
Total other comprehensive loss, net	—		—		—		—		—		—		(2,542)		(2,542)		—		—		(2,542)
Issuance of Trust common shares	—		—		—		3,275		—		—		—		3,275		—		—		3,275
Issuance of Trust preferred shares	853		2,965		5,158		—		—		—		—		8,976		—		—		8,976

Option activity attributable to noncontrolling shareholders	—		—		—		—		—		—		—		—		3,927		—		3,927
Effect of subsidiary stock option exercise	—		—		—		—		—		—		—		—		6		—		6
Purchase of noncontrolling interest	—		—		—		—		—		—		—		—		(349)		—		(349)
Reclassification of noncontrolling shareholder interest to liability	—		—		—		—		—		—		—		—		(82)		—		(82)


Distributions paid - Trust Common Shares	—		—		—		—		—		(18,846)		—		(18,846)		—		—		(18,846)
Distributions paid - Trust Preferred Shares	—		—		—		—		—		(6,101)		—		(6,101)		—		—		(6,101)
Balance — June 30, 2024	$	97,453	$	99,558	$	116,710	$	1,285,796	$	(9,339)	$	(369,171)	$	(4,503)	$	1,216,504	$	252,248	$	—	$	1,468,752


(in thousands)	Trust Preferred Shares						Trust Common Shares				Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Stockholders' Equity Attributable to Holdings		Non- Controlling Interest		Non- Controlling Interest Attributable to Disc. Ops.		Total Stockholders’ Equity
	Series A		Series B		Series C				Treasury Shares
Balance — January 1, 2023	$	96,417	$	96,504	$	110,997	$	1,207,044	$	—	$	(372,906)	$	(1,136)	$	1,136,920	$	203,464	$	21,578	$	1,361,962
Net income	—		—		—		—		—		119,003		—		119,003		7,669		52		126,724
Total other comprehensive income, net	—		—		—		—		—		—		1,418		1,418		—		—		1,418
Issuance of Trust common shares	—		—		—		(91)		—		—		—		(91)		—		—		(91)
Purchase of Trust common shares for treasury	—		—		—		—		(5,856)		—		—		(5,856)		—		—		(5,856)
Option activity attributable to noncontrolling shareholders	—		—		—		—		—		—		—		—		4,848		1,836		6,684
Effect of subsidiary stock option exercise	—		—		—		—		—		—		—		—		57		—		57
Purchase of noncontrolling interest	—		—		—		—		—		—		—		—		(1,115)		—		(1,115)
Disposition of ACI	—		—		—		—		—		—		—		—		—		(1,729)		(1,729)
Acquisition of noncontrolling interest	—		—		—		—		—		—		—		—		—		4,155		4,155
Distributions paid - Allocation Interests (refer to Note J)	—		—		—		—		—		(26,475)		—		(26,475)		—		—		(26,475)
Distributions paid - Trust Common Shares	—		—		—		—		—		(36,038)		—		(36,038)		—		—		(36,038)
Distributions paid - Trust Preferred Shares	—		—		—		—		—		(12,091)		—		(12,091)		—		—		(12,091)
Balance — June 30, 2023	$	96,417	$	96,504	$	110,997	$	1,206,953	$	(5,856)	$	(328,507)	$	282	$	1,176,790	$	214,923	$	25,892	$	1,417,605

Balance — January 1, 2024	$	96,417	$	96,504	$	110,997	$	1,281,303	$	(9,339)	$	(249,243)	$	111	$	1,326,750	$	192,631	$	—	$	1,519,381
Net income (loss)	—		—				—		—		(21,177)		—		(21,177)		13,235		—		(7,942)
Total other comprehensive loss, net	—		—				—		—		—		(4,614)		(4,614)		—		—		(4,614)
Issuance of Trust common shares	—		—		—		4,493		—		—		—		4,493		—		—		4,493
Issuance of Trust preferred shares	1,036		3,054		5,713		—		—		—		—		9,803		—		—		9,803
Option activity attributable to noncontrolling shareholders	—		—		—		—		—		—		—		—		8,257		—		8,257
Effect of subsidiary stock option exercise	—		—		—		—		—		—		—		—		6		—		6
Purchase of noncontrolling interest	—		—		—		—		—		—		—		—		(2,859)		—		(2,859)
Reclassification of noncontrolling shareholder interest to liability	—		—		—		—		—		—		—		—		(696)		—		(696)
Acquisition of THP	—		—		—		—		—		—		—		—		41,674		—		41,674
Distributions paid - Allocation Interests (refer to Note J)	—		—		—		—		—		(48,941)		—		(48,941)		—		—		(48,941)
Distributions paid - Trust Common Shares	—		—		—		—		—		(37,664)		—		(37,664)		—		—		(37,664)
Distributions paid - Trust Preferred Shares	—		—		—		—		—		(12,146)		—		(12,146)		—		—		(12,146)
Balance — June 30, 2024	$	97,453	$	99,558	$	116,710	$	1,285,796	$	(9,339)	$	(369,171)	$	(4,503)	$	1,216,504	$	252,248	$	—	$	1,468,752


COMPASS DIVERSIFIED HOLDINGS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Six months ended June 30,
(in thousands)	2024		2023
Cash flows from operating activities:
Net income (loss)	$	(7,942)	$	126,724
Income from discontinued operations	—		12,840
Gain on sale of discontinued operations	3,345		102,221
Income (loss) from continuing operations	(11,287)		11,663
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation expense	21,397		23,262
Amortization expense - intangibles	53,749		47,951
Amortization expense - inventory step-up	4,006		1,174
Amortization of debt issuance costs	2,009		2,029
Impairment expense	8,182		—
Loss on sale of Crosman	24,606		—
Noncontrolling stockholder stock based compensation	8,257		4,848
Provision for receivable and inventory reserves	(5,268)		(2,002)
Deferred taxes	(407)		(7,899)
Other	497		1,047
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(37,520)		14,385
Inventories	(109,277)		(69,021)
Other current and non-current assets	1,370		(1,251)
Accounts payable and accrued expenses	(8,697)		(36,227)
Cash used in operating activities - continuing operations	(48,383)		(10,041)
Cash provided by operating activities - discontinued operations	—		47,280
Cash provided by (used in) provided by operating activities	(48,383)		37,239
Cash flows from investing activities:
Acquisitions, net of cash acquired	(379,524)		—
Purchases of property and equipment	(18,919)		(28,604)
Proceeds from sale of businesses	64,828		105,123
Other investing activities	(2,458)		(911)
Cash provided by (used in) investing activities - continuing operations	(336,073)		75,608
Cash provided by investing activities - discontinued operations	—		42,221
Cash provided by (used in) investing activities	(336,073)		117,829


COMPASS DIVERSIFIED HOLDINGS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Six months ended June 30,
(in thousands)	2024		2023
Cash flows from financing activities:
Proceeds and expenses from issuance of Trust common shares, net	4,493		(91)
Proceeds and expenses from issuance of Trust preferred shares, net	9,803		—
Purchase of treasury shares, net	—		(5,856)
Borrowings under credit facility	237,000		217,000
Repayments under credit facility	(183,000)		(280,000)

Principal payments - term loan	(5,000)		(5,000)
Distributions paid - common shares	(37,664)		(36,038)
Distributions paid - preferred shares	(12,146)		(12,091)
Distributions paid - allocation interests	(48,941)		(26,475)

Net proceeds provided by noncontrolling shareholders	6		57
Net proceeds provided by noncontrolling shareholders - acquisitions	41,674		—
Purchase of noncontrolling interest	(2,859)		(1,115)

Other	—		(10)
Net cash provided by (used in) financing activities	3,366		(149,619)
Foreign currency impact on cash	(1,017)		634
Net increase (decrease) in cash and cash equivalents	(382,107)		6,083
Cash and cash equivalents — beginning of period (1)	450,477		61,271
Cash and cash equivalents — end of period (2)	$	68,370	$	67,354

(1) Includes cash from discontinued operations of $4.7 million at January 1, 2023.

(2) Includes cash from discontinued operations of $3.1 million at June 30, 2023.

See notes to condensed consolidated financial statements.

COMPASS DIVERSIFIED HOLDINGS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2024

Compass Diversified Holdings [CODI] Filings
Compass Diversified Holdings [CODI-PA] Filings
Compass Diversified Holdings [CODI-PB] Filings
Compass Diversified Holdings [CODI-PC] Filings
10-Q	[2024-07-31]
10-Q	[2024-05-01]
10-K	[2024-02-28]
10-Q	[2023-11-02]
10-Q	[2023-08-02]
10-Q	[2023-05-03]
10-K	[2023-03-01]
10-Q	[2022-11-03]
10-Q	[2022-08-03]
10-Q	[2022-05-05]
10-K	[2022-02-24]
10-Q	[2021-10-28]
10-Q	[2021-07-29]
10-Q	[2021-04-29]
10-K	[2021-02-24]
10-Q	[2020-10-28]
10-Q	[2020-07-29]
10-Q	[2020-04-30]
10-K	[2020-02-26]
10-Q	[2019-10-30]
10-Q	[2019-07-31]
10-Q	[2019-05-01]
10-K	[2019-02-27]
10-Q	[2018-10-31]
10-Q	[2018-08-01]
10-Q	[2018-05-02]
10-K	[2018-02-28]
10-Q	[2017-11-08]
10-Q	[2017-08-02]
10-Q	[2017-05-03]
10-K	[2017-03-02]
10-Q	[2016-11-02]
10-Q	[2016-08-03]
10-Q	[2016-05-04]
10-K	[2016-02-29]
10-Q	[2015-11-04]
10-Q	[2015-08-05]
10-Q	[2015-05-06]
10-K	[2015-03-02]
10-Q	[2014-11-05]
10-Q	[2014-08-06]
10-Q	[2014-05-07]
10-K	[2014-03-11]
10-Q	[2013-11-06]
10-Q	[2013-08-08]
10-Q	[2013-05-07]
10-K	[2013-03-06]
10-Q	[2012-11-07]
10-Q	[2012-08-07]
10-Q	[2012-05-09]
10-K	[2012-03-07]

Compass Diversified Holdings [CODI] Filings

Compass Diversified Holdings [CODI-PA] Filings

Compass Diversified Holdings [CODI-PB] Filings

Compass Diversified Holdings [CODI-PC] Filings