Business Context and Reporting Period
This Form 8-K, dated September 7, 2021, is filed by Compass Diversified Holdings (CODI) and Compass Group Diversified Holdings LLC. The report serves to provide financial information regarding the acquisition of BOA Technology, Inc. ("Boa") and its subsidiaries, a transaction previously disclosed in October 2020 and amended in December 2020. The filing updates pro forma financial information to be incorporated into registration statements.
Key Financial Metrics
This filing does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity for CODI or Boa within the text body. Instead, it references the following exhibits for detailed financial data:
- Exhibit 99.1: Audited consolidated financial statements of Boa for the year ended December 31, 2019.
- Exhibit 99.2: Unaudited condensed consolidated interim financial statements of Boa for the nine months ended September 30, 2020 and 2019.
- Exhibit 99.3: Unaudited condensed pro forma statement of operations for CODI for the year ended December 31, 2020, giving effect to the merger as if completed on January 1, 2020.
The filing text does not provide a clear value for specific financial metrics; investors must refer to the attached exhibits.
Material Changes
The primary material event is the acquisition of Boa Technology, Inc. by CODI through newly formed acquisition subsidiaries, BOA Holdings Inc. and BOA Parent Inc. The transaction was executed pursuant to an Agreement and Plan of Merger involving Reel Holding Corp. and BOA Merger Sub Inc.
Guidance, Outlook, and Regulatory Matters
Regulatory Relief: CODI obtained a "Relief Letter" dated November 6, 2020, from the SEC Staff. This relief, under Rule 3-13 of Regulation S-X, allowed the Company to substitute the historical financial statements of Boa in place of the consolidated financial statements of Reel Holding Corp., which would otherwise be required under Rule 3-05 of Regulation S-X.
Management Commentary: The filing contains no forward-looking guidance, outlook, or management commentary regarding future performance beyond the incorporation of the pro forma data.
Risks and Contingencies: No specific risks or contingencies are detailed in the text of this report.
Investor Verification Checklist
- Review Exhibit 99.1 and Exhibit 99.2 to analyze the historical financial performance and liquidity of Boa Technology, Inc.
- Examine Exhibit 99.3 to understand the pro forma impact of the Boa acquisition on CODI's 2020 financial results.
- Verify the details of the "Relief Letter" from the SEC regarding the substitution of financial statements for Reel Holding Corp.
- Confirm the corporate structure of the acquisition subsidiaries (BOA Holdings Inc. and BOA Parent Inc.) as described in Item 8.01.