United States securities and exchange commission logo
May 27, 2022
Ryan J. Faulkingham
Chief Financial Officer
Compass Diversified Holdings
301 Riverside Avenue, Second Floor
Westport, CT 06880
Re: Compass Diversified
Holdings
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed February 24,
2022
File No. 001-34927
Compass Group
Diversified Holdings LLC
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed February 24,
2022
File No. 001-34926
Dear Mr. Faulkingham:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations - Our Businesses, page 92
1. We note that you
present pro forma results of operations of BOA Holdings Inc. ("BOA")
and Lugano Diamonds &
Jewelry, Inc. ("Lugano") for fiscal years 2020 and 2019 and
of Marucci Sports, LLC
("Marucci") for fiscal years 2021 and 2020. Please be advised
that pro forma
discussions based upon Article 11 of Regulation S-X should not be
discussed in isolation
and should not be presented with greater prominence than the
discussion of
historical financial statements required by Item 303(b) of Regulation S-K.
Accordingly, please
ensure that your results of operations include a discussion based on
Ryan J. Faulkingham
FirstName LastNameRyan J. Faulkingham
Compass Diversified Holdings
Comapany
May NameCompass Diversified Holdings
27, 2022
May 27,
Page 2 2022 Page 2
FirstName LastName
historical results and that such discussion is provided on a more
prominent basis than the
supplemental pro forma results. For example, discuss the impact your
current year
acquisitions, such as Lugano, had on your historical current year
results and for prior year
acquisitions, such as BOA and Lugano, include a discussion comparing
historical results
for the current year to the partial prior year results. Please also
confirm that your pro
forma results have been calculated in complete accordance with the
requirements of
Article 11.
Reconciliation of Non-GAAP Financial Measures, page 114
2. We note Adjusted EBITDA includes an adjustment to remove "management
fees" that
reflect fees due quarterly to your manager in connection with your
Management Services
Agreement ("MSA"). We further note from your disclosures on page 12
that your
manager manages your day-to-day operations and affairs and oversees
the management
and operations of your businesses and that the fee is payment for the
services the manager
performs on your behalf. Considering the management fees appear to
represent normal,
recurring, cash operating expenses necessary to operate your business,
please tell us why
you believe the adjustment is appropriate. Refer to Question 100.01 of
the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations.
Financial Statements
Note B - Summary of Significant Accounting Policies
Inventories, page F-15
3. You disclose that inventories are stated at the lower of cost or
market and that market
value for raw materials and supplies is based on current replacement
cost. Please clarify if
you recognize inventory at the lower of cost or market or lower of
cost or net realizable
value and revise your disclosures accordingly. Also tell us how
recording raw material
inventory at the lower of cost or current replacement cost complies
with ASC 330-10-35-
1B.
Note C - Acquisition of Businesses, page F-18
4. Please revise the purchase price allocation tables for each
acquisition to conform to the
illustration presented in ASC 805-10-55-41, whereby goodwill
represents the residual of
consideration transferred and the fair value of any noncontrolling
interest in the acquiree
over the net assets acquired. Your current presentation includes
goodwill within the
allocation of assets acquired. Pursuant to ASC 805-30-50-1(b), also
clearly disclose for
each acquisition the acquisition-date fair value of each major class
of consideration
transferred.
Note F - Operating Segment Data, page F-32
5. Please address the following comments related to your segment footnote
disclosures:
Ryan J. Faulkingham
Compass Diversified Holdings
May 27, 2022
Page 3
Tell us and revise future filings to disclose the nature of the
items included in the
"Corporate and other" line item used to reconcile your segment
profit (loss) to the
consolidated statements of operations. See ASC 280-10-50-30 and
-31.
Although footnote (1) on page F-34 indicates that segment
profit (loss) represents
operating income (loss), we note that the subtotal does not agree
to "Operating
income" on your statements of income. Please clarify what this
statement means and
revise your disclosures in future filings accordingly. In doing
so, revise your
segmental MD&A references to "Income from operations" so that
they are not
confused with the "Operating income" line item on your statements
of income.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Beverly Singleton at (202) 551-3328 or Andrew Blume at
(202) 551-
3254 with any questions.
FirstName LastNameRyan J. Faulkingham Sincerely,
Comapany NameCompass Diversified Holdings
Division of
Corporation Finance
May 27, 2022 Page 3 Office of
Manufacturing
FirstName LastName