Discontinued Operations

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Sale of Marucci

On November 1, 2023, the LLC, solely in its capacity as the representative of the holders of stock and options of Marucci, a majority owned subsidiary of the LLC, entered into a definitive Agreement and Plan of Merger with Fox Factory, Inc. (“Marucci Purchaser”), Marucci Merger Sub, Inc. (“Marucci Merger Sub”) and Wheelhouse, pursuant to which Marucci Purchaser agreed to acquire all of the issued and outstanding securities of Wheelhouse, the parent company of the operating entity, Marucci Sports, LLC, through a merger of Marucci Merger Sub with and into Wheelhouse, with Wheelhouse surviving the merger and becoming a wholly owned subsidiary of Marucci Purchaser. On November 14, 2023, the parties completed the Merger pursuant to the Agreement. The sale price of Wheelhouse was based on an enterprise value of $572 million, subject to certain adjustments based on matters such as transaction tax benefits, transaction expenses of Wheelhouse, the net working capital and cash and debt balances of Wheelhouse at the time of the closing. After the allocation of the sales price to Wheelhouse non-controlling equityholders and the payment of transaction expenses, CODI received approximately $484.0 million of total proceeds at closing of which $87.3 million related to the repayment of intercompany loans with the Company. We recorded a pre-tax gain on sale of Marucci of $241.4 million in the year ended December 31, 2023. The proceeds from the Marucci sale were used to pay down outstanding debt under the Company’s 2022 Credit Facility and, subsequent to year-end, to fund an acquisition by Company. Refer to Note S - Subsequent Event for a description of the acquisition.

Summarized results of operations of Marucci for the previous years through the date of disposition are as follows (in thousands):


	For the period January 1, 2023 through disposition		Year ended December 31, 2022		Year ended December 31, 2021
Net sales	$	167,898	$	165,411	$	118,166
Gross profit	94,891		83,628		64,377
Operating income	17,073		21,113		16,419
Income from operations before income taxes (1)	17,040		22,974		16,533
Provision (benefit) for income taxes	(2,467)		4,320		3,070
Income from discontinued operations (1)	$	19,507	$	18,654	$	13,463

(1) The results of operations for the periods from January 1, 2023 through disposition and the years ended December 31, 2022 and 2021, each exclude $8.9 million, $7.0 million and $3.1 million, respectively, of intercompany interest expense.

The following table presents summary balance sheet information of Marucci that is presented as discontinued operations as of December 31, 2022 (in thousands):


	December 31, 2022
Assets
Cash and cash equivalents	$	1,281
Accounts receivable, net	33,674
Inventories, net	47,538
Prepaid expenses and other current assets	1,500
Current assets of discontinued operations	$	83,993
Property, plant and equipment, net	14,023
Goodwill	75,719
Intangible assets, net	112,439
Other non-current assets	4,021
Non-current assets of discontinued operations	$	206,202

Liabilities
Accounts payable	$	7,462
Accrued expenses	8,790
Deferred revenue	3,112
Other current liabilities	1,259
Current liabilities of discontinued operations	$	20,623
Deferred income taxes	3,016
Other non-current liabilities	2,267
Non-current liabilities of discontinued operations	$	5,283
Noncontrolling interest of discontinued operations	$	20,045

Sale of Advanced Circuits

On January 10, 2023, the LLC, solely in its capacity as the representative of the holders of stock and options of Compass AC Holdings, Inc., a majority owned subsidiary of the LLC, entered into a definitive Agreement and Plan of Merger with APCT Inc. (“ACI Purchaser”), Circuit Merger Sub, Inc. (“ACI Merger Sub”) and Advanced Circuits, pursuant to which ACI Purchaser agreed to acquire all of the issued and outstanding securities of Advanced Circuits, the parent company of the operating entity, Advanced Circuits, Inc., through a merger of ACI Merger Sub with and into Advanced Circuits, with Advanced Circuits surviving the merger and becoming a wholly owned subsidiary of ACI Purchaser (the “ACI Merger”). The ACI Merger was completed on February 14, 2023. The sale price of Advanced Circuits was based on an enterprise value of $220 million, subject to certain adjustments based on matters such as the working capital and cash and debt balances of Advanced Circuits at the time of the closing. After the allocation of the sales price to Advanced Circuits non-controlling equity holders and the payment of transaction expenses, the Company received approximately $170.9 million of total proceeds at closing, of which $66.9 million related to the repayment of intercompany loans with the Company. We recorded a pre-tax gain on sale of $106.9 million on the sale of Advanced Circuits in the year ended December 31, 2023.

Summarized results of operations of ACI for the previous years through the date of disposition are as follows (in thousands):


	For the period January 1, 2023 through disposition		Year ended December 31, 2022		Year ended December 31, 2021
Net sales	$	8,829	$	89,503	$	90,487
Gross profit	3,663		41,064		41,049
Operating income	1,058		23,617		25,232
Income (loss) from operations before income taxes (1)	(2,464)		23,349		24,933
Provision (benefit) for income taxes	(1,073)		3,616		3,419
Income (loss) from discontinued operations (1)	$	(1,391)	$	19,733	$	21,514

(1) The results of operations for the periods from January 1, 2023 through disposition and the years ended December 31, 2022 and 2021, each exclude $1.4 million, $6.7 million and $7.2 million, respectively, of intercompany interest expense.

The following table presents summary balance sheet information of ACI that is presented as discontinued operations as of December 31, 2022 (in thousands):


	December 31, 2022
Assets
Cash and cash equivalents	$	3,391
Accounts receivable, net	10,044
Inventories, net	4,345
Prepaid expenses and other current assets	346
Current assets of discontinued operations	$	18,126
Property, plant and equipment, net	6,949
Goodwill	66,678
Other non-current assets	6,220
Non-current assets of discontinued operations	$	79,847

Liabilities
Accounts payable	$	3,810
Accrued expenses	5,570
Due to related party	250
Other current liabilities	1,518
Current liabilities of discontinued operations	$	11,148
Deferred income taxes	10,999
Other non-current liabilities	5,193
Non-current liabilities of discontinued operations	$	16,192
Noncontrolling interest of discontinued operations	$	1,533

Gain on sale of discontinued operations - income tax

Effective September 1, 2021, the Trust elected to be treated as a corporation for U.S. federal income tax purposes. Prior to the Effective Date, the Trust was treated as a partnership for U.S. federal income tax purposes and the Trust’s items of income, gain, loss and deduction flowed through from the Trust to the shareholders, and the Trust shareholders were subject to income taxes on their allocable share of the Trust’s income and gains. After the Effective Date, the Trust is taxed as a corporation and is subject to U.S. federal corporate income tax at the Trust level. The election to be treated as a corporation for U.S federal income tax purposes, resulted in an approximate $328 million gain to the Trust for U.S. federal income tax purposes. This taxable capital gain should result in a basis step-up for the Trust after the Election. This basis step-up should provide a tax benefit to the Trust, as it should increase the Trust’s basis in its subsidiaries as of September 1, 2021, which in turn should reduce future gains, if and when the Trust divests such subsidiaries. The Trust has filed for a Private Letter Ruling ("PLR"), with the Internal Revenue Service ("IRS") regarding the basis step-up and intends to reflect the basis step up on future tax returns unless the IRS disagrees with the Company's proposed treatment. Until the IRS issues a ruling on the PLR, the Company has concluded that a full reserve should be recorded for the stepped-up basis benefit and as a result, recorded an unrecognized tax benefit of $27.9 million that reduced the gain on sale of Advanced Circuits and Marucci. The gain recorded related to the sale of Advanced Circuits and Marucci in the year ending December 31, 2023 is subject to income tax expense. Prior to the sale of Marucci in the fourth quarter of 2023, the Trust had sufficient net operating losses to offset the gain on sale of Advanced Circuits and did not record income tax expense. The sale of Marucci and the resulting gain that was recorded, combined with the gain on Advanced Circuits, utilized all of the Trust's net operating losses and resulted in taxable income in the fourth quarter of 2023. The Trust recorded income tax expense of $37.4 million that reduced the gain on sale of discontinued operations. The pre-tax gain on sale of Advanced Circuits and Marucci totaled $348.4 million, and was reduced by the $37.4 million in income tax expense and the $27.9 million in unrecognized tax benefits, resulting in the $283.0 million recorded as gain on sale of discontinued operations in the statement of operations in the year ending December 31, 2023.

Sale of Liberty

On July 16, 2021, the LLC, as majority stockholder of Liberty Safe Holding Corporation and as Sellers Representative, entered into a definitive Stock Purchase Agreement (the “Liberty Purchase Agreement”) with Independence Buyer, Inc. (“Liberty Buyer”), Liberty and the other holders of stock and options of Liberty to sell to Liberty Buyer all of the issued and outstanding securities of Liberty, the parent company of the operating entity, Liberty Safe and Security Products, Inc.

On August 3, 2021, Liberty Buyer and the LLC, as Sellers Representative, entered into the Amendment to Stock Purchase Agreement (the “Liberty Amendment”) which amended the Liberty Purchase Agreement to, among other things, provide that, immediately prior to the closing, certain investors in Liberty will, instead of selling all of the shares of Liberty owned by them to Liberty Buyer, contribute a portion of such shares (the “Liberty Rollover Shares”) to an indirect parent company of Liberty Buyer in exchange for equity securities of such entity.

On August 3, 2021, Liberty Buyer completed the acquisition of all the issued and outstanding securities of Liberty (other than the Liberty Rollover Shares) pursuant to the Liberty Purchase Agreement and Liberty Amendment (the “Liberty Transaction”). The sale price of Liberty was based on an aggregate total enterprise value of $147.5 million, subject to customary adjustments. After the allocation of the sale proceeds to Liberty's non-controlling shareholders, the repayment of intercompany loans to the LLC (including accrued interest) of $26.5 million, and the payment of transaction expenses of approximately $4.5 million, the LLC received approximately $128.0 million of total proceeds from the sale at closing. The LLC recognized a gain on the sale of Liberty of $72.8 million during the year ended December 31, 2021. In 2022, the LLC received an income tax refund of approximately $0.9 million related to Liberty which was recognized as gain on sale of discontinued operations, net of taxes, in the accompanying consolidated statement of operations.

Summarized results of operations of Liberty for the previous years through the date of disposition are as follows (in thousands):


	For the period January 1, 2021 through disposition
Net sales	$	75,753
Gross profit	20,129
Operating income	9,175
Income from continuing operations before income taxes (1)	9,174
Provision for income taxes	1,509
Income from discontinued operations (1)	$	7,665

(1) The results of operations for the period from January 1, 2021 through disposition, excludes $1.7 million of intercompany interest expense.

Sale of Clean Earth

On May 8, 2019, the LLC, as majority stockholder of CEHI Acquisition Corporation ("Clean Earth" or CEHI") and as Sellers’ Representative, entered into a definitive Stock Purchase Agreement (the “Clean Earth Purchase Agreement”) with Calrissian Holdings, LLC (“Clean Earth Buyer”), CEHI, the other holders of stock and options of CEHI and, as Clean Earth Buyer’s guarantor, Harsco Corporation, pursuant to which Clean Earth Buyer would acquire all of the issued and outstanding securities of CEHI, the parent company of the operating entity, Clean Earth, Inc. The LLC recognized a gain on the sale of Clean Earth of $209.3 million during the year ended December 31, 2019. In 2022, the LLC received an income tax refund of approximately $8.5 million related to Clean Earth which was recognized as gain on sale of discontinued operations, net of taxes, in the accompanying consolidated statement of operations.