EX-99.2 3 ceproformafs.htm EXHIBIT 99.2 Exhibit
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