WESTPORT, Conn., Dec. 29, 2025 (GLOBE NEWSWIRE) -- Compass Diversified (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle market businesses, announced today its consolidated operating results for the three months ended June 30, 2025 and filed its Quarterly Report on Form 10-Q for the period. The Company expects to file its Quarterly Report on Form 10-Q for the third quarter of 2025 in the coming weeks.

“We continue to make meaningful progress toward bringing our financial reporting up to date,” said Elias Sabo, Chief Executive Officer of Compass Diversified. “While this work is ongoing, our priorities remain unchanged: delivering strong operating performance across our eight subsidiaries and maintaining a disciplined approach to capital allocation as we focus on generating long-term value for our shareholders.”

2025 Outlook (Reiterated)

CODI reiterates its expectation for full-year 2025 subsidiary Adjusted EBITDA of $330 million to $360 million, excluding Lugano Holding, Inc.

Note Regarding Use of Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted Earnings (Loss) are non-GAAP measures used by the Company to assess its performance. We have reconciled Adjusted EBITDA to Income (Loss) from Continuing Operations and Adjusted Earnings (Loss) to Net Income (Loss) on the attached schedules. We consider Income (Loss) from Continuing Operations to be the most directly comparable GAAP financial measure to Adjusted EBITDA and Net Income (Loss) to be the most directly comparable GAAP financial measure to Adjusted Earnings (Loss). We believe that Adjusted EBITDA and Adjusted Earnings (Loss) provides useful information to investors and reflect important financial measures as each excludes the effects of items which reflect the impact of long-term investment decisions, rather than the performance of near-term operations. When compared to Net Income (Loss) and Income (Loss) from Continuing Operations, Adjusted Earnings (Loss) and Adjusted EBITDA, respectively, are each limited in that they do not reflect the periodic costs of certain capital assets used in generating revenues of our businesses or the non-cash charges associated with impairments, as well as certain cash charges. The presentation of Adjusted EBITDA allows investors to view the performance of our businesses in a manner similar to the methods used by us and the management of our businesses, provides additional insight into our operating results and provides a measure for evaluating targeted businesses for acquisition. The presentation of Adjusted Earnings (Loss) provides insight into our operating results.

Pro forma net sales is defined as net sales including the historical net sales relating to the pre-acquisition periods of The Honey Pot Co., assuming that the Company acquired The Honey Pot Co. on January 1, 2024. We have reconciled pro forma net sales to net sales, the most directly comparable GAAP financial measure, on the attached schedules. We believe that pro forma net sales is useful information for investors as it provides a better understanding of sales performance, and relative changes thereto, on a comparable basis. Pro forma net sales is not necessarily indicative of what the actual results would have been if the acquisition had in fact occurred on the date or for the periods indicated nor does it purport to project net sales for any future periods or as of any date.

In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, we have not reconciled 2025 Subsidiary Adjusted EBITDA to its comparable GAAP measure because we do not provide guidance on Net Income (Loss) from Continuing Operations or the applicable reconciling items as a result of the uncertainty regarding, and the potential variability of, these items. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.

Adjusted EBITDA, Adjusted Earnings and pro forma net sales are not meant to be a substitute for GAAP measures and may be different from or otherwise inconsistent with non-GAAP financial measures used by other companies.

Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including without limitation, CODI’s expectations with respect to the timing of its delinquent financial statements, CODI’s expectations regarding its future performance, liquidity and leverage, the future performance of CODI’s subsidiaries, and the filing or delay of CODI’s periodic reports. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as “believe,” “expect,” “may,” “could,” “would,” “plan,” “intend,” “estimate,” “predict,” “future,” “potential,” “continue,” “should” or “anticipate” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. These statements are based on beliefs and assumptions by CODI’s Board of Directors and management, and on information currently available to CODI’s Board of Directors and management. These statements involve risk and uncertainties that could cause actual results and outcomes to differ, perhaps materially, including but not limited to: changes in the economy, financial markets and political environment, including changes in inflation, interest rates and U.S. tariff and import/export regulations; risks associated with possible disruption in CODI’s operations or the economy generally due to terrorism, war, natural disasters, or social, civil or political unrest; future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); environmental risks affecting the business or operations of our subsidiaries; disruption in the global supply chain, labor shortages and labor costs; our business prospects and the prospects of our subsidiaries; the impact of, and ability to successfully complete and integrate, acquisitions that we have made or may make; the ability to successfully complete when we’ve executed divestitures agreements; the dependence of our future success on the general economy and its impact on the industries in which we operate; the ability of our subsidiaries to achieve their objectives; the adequacy of our cash resources and working capital; the timing of cash flows, if any, from the operations of our subsidiaries; CODI’s ability to regain compliance with NYSE continued listing requirements; the cooperation of, and future concessions granted by, CODI’s lenders; control deficiencies identified or that may be identified in the future that will result in material weaknesses in CODI’s internal control over financial reporting; and litigation relating to the Lugano Holding, Inc. (“Lugano”) investigation, including CODI’s representations regarding its financial statements, and current and future litigation, enforcement actions or investigations relating to CODI’s internal controls, restatement reviews, the Lugano investigation or related matters. Please see CODI’s Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2024 filed with the SEC on December 8, 2025 for other risk factors that you should consider in connection with such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date such statements have been made. Except as required by law, CODI does not undertake any public obligation to update any forward-looking statements to reflect events, circumstances, or new information after the date of this press release, or to reflect the occurrence of unanticipated events.

Investor Relations

Compass Diversified
[email protected]


Compass Diversified Holdings
Condensed Consolidated Balance Sheets
June 30, 2025 December 31, 2024
(in thousands) (Unaudited) (As Restated)
Assets
Current assets
Cash and cash equivalents $ 73,757 $ 59,659
Accounts receivable, net 216,378 207,172
Inventories, net 605,480 571,248
Prepaid expenses and other current assets 134,004 126,692
Total current assets 1,029,619 964,771
Property, plant and equipment, net 216,587 244,746
Goodwill 895,420 895,916
Intangible assets, net 938,685 983,396
Other non-current assets 194,279 208,593
Total assets $ 3,274,590 $ 3,297,422
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses $ 428,640 $ 421,715
Due to related party 18,204 18,036
Current portion, long-term debt 30,000 1,774,290
Subsidiary financing arrangements 183,959 169,765
Other current liabilities 51,144 49,617
Total current liabilities 711,947 2,433,423
Deferred income taxes 111,840 108,091
Long-term debt 1,827,036 —
Other non-current liabilities 213,037 225,334
Total liabilities 2,863,860 2,766,848
Stockholders' equity
Total stockholders' equity attributable to Holdings 601,880 678,620
Noncontrolling interest (191,150 ) (148,046 )
Total stockholders' equity 410,730 530,574
Total liabilities and stockholders’ equity $ 3,274,590 $ 3,297,422


Compass Diversified Holdings
Consolidated Statements of Operations
(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(in thousands, except per share data) (As Restated) (As Restated)
Net sales $ 478,690 $ 426,705 $ 932,465 $ 837,531
Cost of sales 270,149 238,520 527,892 474,394
Gross profit 208,541 188,185 404,573 363,137
Operating expenses:
Selling, general and administrative expense 162,112 137,581 312,489 275,305
Management fees 19,035 18,739 37,898 36,681
Amortization expense 23,117 24,385 46,468 47,596
Impairment expense 31,515 — 31,515 8,182
Operating income (loss) (27,238 ) 7,480 (23,797 ) (4,627 )
Other income (expense):
Interest expense, net (34,096 ) (29,596 ) (69,947 ) (54,863 )
Amortization of debt issuance costs (971 ) (1,004 ) (2,096 ) (2,009 )
Loss on debt modification (2,827 ) — (2,827 )
Gain (loss) on sale of Crosman — (24,606 ) — (24,606 )
Other income (expense), net 1,713 (40,642 ) (11,968 ) (88,084 )
Net loss from continuing operations before income taxes (63,419 ) (88,368 ) (110,635 ) (174,189 )
Provision for income taxes 17,358 15,593 19,896 18,703
Loss from continuing operations (80,777 ) (103,961 ) (130,531 ) (192,892 )
Income from discontinued operations, net of income tax — 872 — 1,189
Gain on sale of discontinued operations 2,805 — 2,849 3,345
Net loss (77,972 ) (103,089 ) (127,682 ) (188,358 )
Less: Net loss from continuing operations attributable to noncontrolling interest (26,755 ) (29,802 ) (46,472 ) (58,558 )
Less: Net loss from discontinued operations attributable to noncontrolling interest — (235 ) — (571 )
Net income (loss) attributable to Holdings $ (51,217 ) $ (73,052 ) $ (81,210 ) $ (129,229 )
Amounts attributable to Holdings
Loss from continuing operations $ (54,022 ) $ (74,159 ) $ (84,059 ) $ (134,334 )
Income from discontinued operations — 1,107 — 1,760
Gain on sale of discontinued operations, net of income tax 2,805 — 2,849 3,345
Net loss attributable to Holdings $ (51,217 ) $ (73,052 ) $ (81,210 ) $ (129,229 )
Basic income (loss) per common share attributable to Holdings
Continuing operations $ (0.92 ) $ (1.13 ) $ (1.43 ) $ (2.66 )
Discontinued operations 0.04 0.01 0.04 0.07
$ (0.88 ) $ (1.12 ) $ (1.39 ) $ (2.59 )
Basic weighted average number of common shares outstanding 75,236 75,389 75,236 75,332
Cash distributions declared per Trust common share $ 0.25 $ 0.25 $ 0.50 $ 0.50



Compass Diversified Holdings
Net Income (Loss) to Non-GAAP Adjusted Earnings and Non-GAAP Adjusted EBITDA
(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except per share amounts) 2025 2024 2025 2024
(As Restated) (As Restated)
Net loss $ (77,972 ) $ (103,089 ) $ (127,682 ) $ (188,358 )
Income from discontinued operations, net of tax — 872 — 1,189
Gain on sale of discontinued operations, net of tax 2,805 — 2,849 3,345
Net loss from continuing operations $ (80,777 ) $ (103,961 ) $ (130,531 ) $ (192,892 )
Less: loss from continuing operations attributable to noncontrolling interest (26,755 ) (29,802 ) (46,472 ) (58,558 )
Net income (loss) attributable to Holdings - continuing operations $ (54,022 ) $ (74,159 ) $ (84,059 ) $ (134,334 )
Adjustments:
Distributions paid - preferred shares (9,714 ) (6,101 ) (18,148 ) (12,146 )
Amortization expense - intangibles and inventory step up 23,117 25,406 46,468 51,285
Impairment expense 31,515 — 31,515 8,182
(Gain) loss on sale of Crosman — 24,606 — 24,606
Tax effect - loss on sale of Crosman — 7,254 — 7,254
Stock compensation 4,189 3,680 8,201 7,751
Acquisition expenses — — — 3,479
Integration services fee — 875 875 875
Other 3,881 130 5,427 402
Adjusted Earnings $ (1,034 ) $ (18,309 ) $ (9,721 ) $ (42,646 )
Plus (less):
Depreciation expense 11,062 10,337 23,363 21,071
Income tax provision 17,358 15,593 19,896 18,703
Interest expense 34,096 29,596 69,947 54,863
Amortization of debt issuance costs 971 1,004 2,096 2,009
Loss on debt modification 2,827 — 2,827 —
Tax effect - loss on sale of Crosman (7,254 ) — (7,254 )
Income from continuing operations attributable to noncontrolling interest (26,755 ) (29,802 ) (46,472 ) (58,558 )
Distributions paid - preferred shares 9,714 6,101 18,148 12,146
Other (income) expense (1,714 ) 40,642 11,968 88,084
Adjusted EBITDA $ 46,525 $ 47,908 $ 92,052 $ 88,418



Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three Months Ended June 30, 2025
(Unaudited)
Corporate 5.11 BOA Lugano PrimaLoft THP Velocity Outdoor Altor Arnold Sterno Consolidated
Income (loss) from continuing operations $ (19,259 ) $ 4,858 $ 9,014 $ (68,808 ) $ 261 $ 835 $ (2,564 ) $ 1,434 $ (13,335 ) $ 6,787 $ (80,777 )
Adjusted for:
Provision (benefit) for income taxes — 1,318 1,057 1 534 351 69 629 11,198 2,201 17,358
Interest expense, net 27,083 (3 ) (1 ) 6,887 (6 ) (5 ) (12 ) — 153 — 34,096
Intercompany interest (41,043 ) 3,747 3,736 16,430 4,014 2,422 1,675 4,699 2,119 2,201 —
Depreciation and amortization (106 ) 5,531 5,248 1,475 5,339 4,159 1,368 5,923 2,703 3,510 35,150
EBITDA (30,498 ) 15,451 19,054 (44,015 ) 10,142 7,762 536 12,685 2,838 14,699 8,654
Other (income) expense (3 ) (242 ) 42 (1,786 ) 11 42 (83 ) 375 23 (93 ) (1,714 )
Noncontrolling shareholder compensation — 622 1,368 626 619 419 17 242 4 272 4,189
Impairment expense — 31,515 31,515
Other (1) — 2,492 1,295 94 3,881
Adjusted EBITDA $ (30,501 ) $ 15,831 $ 20,464 $ (13,660 ) $ 10,772 $ 8,223 $ 470 $ 15,794 $ 4,160 $ 14,972 $ 46,525


(1) Other represents non-recurring operating expenses that are included by management in the calculation of Adjusted EBITDA when analyzing monthly operating results of our subsidiaries. In the current year, the calculation of Adjusted EBITDA for Arnold includes the add-back of certain expenses that have been incurred related to the relocation of two of Arnold's facilities in the United States and severance costs related to chief executive officer at Arnold. For Altor, other includes the add-back of certain expenses incurred related to restructuring of their facilities after the acquisition of Lifoam.


Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three Months Ended June 30, 2024
(Unaudited)
Corporate 5.11 BOA Lugano PrimaLoft THP Velocity Outdoor Altor Arnold Sterno Consolidated
(As Restated) (As Restated)
Income (loss) from continuing operations $ (9,340 ) $ 5,457 $ 8,995 $ (74,582 ) $ 325 $ (4,114 ) $ (39,226 ) $ 2,701 $ 2,258 $ 3,565 $ (103,961 )
Adjusted for:
Provision (benefit) for income taxes — 1,807 1,929 387 664 (1,402 ) 8,717 1,098 1,190 1,202 15,592
Interest expense, net 26,448 2 (9 ) 3,035 (3 ) (3 ) 10 — 116 — 29,596
Intercompany interest (38,772 ) 3,254 5,299 13,579 4,430 2,924 2,364 1,868 1,797 3,257 —
Depreciation and amortization 203 5,708 5,411 1,290 5,323 5,507 2,006 4,085 2,261 4,955 36,749
EBITDA (21,461 ) 16,228 21,625 (56,291 ) 10,739 2,912 (26,129 ) 9,752 7,622 12,979 (22,024 )
Other (income) expense 502 108 57 39,197 3 (13 ) 26,195 (572 ) (61 ) (168 ) 65,248
Noncontrolling shareholder compensation — 552 1,419 699 315 472 176 252 5 (210 ) 3,680
Integration services fee — 875 875
Other (2 ) — 131 129
Adjusted EBITDA $ (20,961 ) $ 16,888 $ 23,101 $ (16,395 ) $ 11,057 $ 4,246 $ 242 $ 9,432 $ 7,566 $ 12,732 $ 47,908



Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Six Months Ended June 30, 2025
(Unaudited)
Corporate 5.11 BOA Lugano PrimaLoft THP Velocity Outdoor Altor Arnold Sterno Consolidated
Income (loss) from continuing operations $ (28,023 ) $ 8,764 $ 17,257 $ (120,442 ) $ (176 ) $ 2,589 $ (6,731 ) $ 1,206 $ (14,941 ) $ 9,966 $ (130,531 )
Adjusted for:
Provision (benefit) for income taxes — 2,462 2,223 (255 ) 928 770 113 642 9,815 3,198 19,896
Interest expense, net 53,926 (2 ) (2 ) 15,762 (13 ) (7 ) (13 ) — 296 — 69,947
Intercompany interest (80,936 ) 7,091 7,720 31,805 8,143 5,024 3,096 9,553 4,034 4,470 —
Depreciation and amortization (32 ) 11,303 10,496 3,068 10,654 8,319 2,737 13,115 5,281 6,986 71,927
EBITDA (52,238 ) 29,618 37,694 (70,062 ) 19,536 16,695 (798 ) 24,516 4,485 24,620 34,066
Other (income) expense 12 (137 ) 105 11,729 12 39 (210 ) 590 21 (193 ) 11,968
Non-controlling shareholder compensation — 1,167 2,714 1,542 1,168 444 122 487 8 549 8,201
Impairment expense — — — 31,515 — — — — — — 31,515
Acquisition expenses — — — — — — — — — — —
Integration services fee — — — — — 875 — — — — 875
Other (1) — — — — — — — 3,054 2,210 163 5,427
Adjusted EBITDA $ (52,226 ) $ 30,648 $ 40,513 $ (25,276 ) $ 20,716 $ 18,053 $ (886 ) $ 28,647 $ 6,724 $ 25,139 $ 92,052


(1) Other represents non-recurring operating expenses that are included by management in the calculation of Adjusted EBITDA when analyzing monthly operating results of our subsidiaries. In the current year, the calculation of Adjusted EBITDA for Arnold includes the add-back of certain expenses that have been incurred related to the relocation of two of Arnold's facilities in the United States and severance costs related to chief executive officer at Arnold. For Altor, other includes the add-back of certain expenses incurred related to restructuring of their facilities after the acquisition of Lifoam.


Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Six Months Ended June 30, 2024
(Unaudited)
Corporate 5.11 BOA Lugano PrimaLoft THP Velocity Outdoor Altor Arnold Sterno Consolidated
(As Restated) (As Restated)
Income (loss) from continuing operations $ (16,734 ) $ 8,857 $ 12,346 $ (145,430 ) $ (988 ) $ (7,604 ) $ (55,199 ) $ 3,394 $ 3,909 $ 4,557 $ (192,892 )
Adjusted for:
Provision (benefit) for income taxes — 3,010 2,469 545 584 (2,569 ) 9,297 1,726 1,986 1,655 18,703
Interest expense, net 50,041 (1 ) (12 ) 4,730 (5 ) (25 ) 54 — 81 — 54,863
Intercompany interest (76,587 ) 6,780 10,791 25,337 9,046 4,920 5,582 3,877 3,497 6,757 —
Depreciation and amortization 484 11,581 10,849 2,400 10,650 10,645 5,282 8,170 4,414 9,890 74,365
EBITDA (42,796 ) 30,227 36,443 (112,418 ) 19,287 5,367 (34,984 ) 17,167 13,887 22,859 (44,961 )
Other (income) expense 463 74 132 83,836 3 (30 ) 25,898 2,664 (9 ) (341 ) 112,690
Non-controlling shareholder compensation — 1,086 2,848 1,203 995 617 370 504 9 119 7,751
Impairment expense — — — — — 8,182 — — — 8,182
Acquisition expenses — — — — — 3,479 — — — — 3,479
Integration services fee — — — — — 875 — — — — 875
Other (3 ) — — — — 90 — — — 315 402
Adjusted EBITDA $ (42,336 ) $ 31,387 $ 39,423 $ (27,379 ) $ 20,285 $ 10,398 $ (534 ) $ 20,335 $ 13,887 $ 22,952 $ 88,418


Compass Diversified Holdings
Net Sales to Pro Forma Net Sales Reconciliation
(unaudited)
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2025 2024 2025 2024
(As Restated) (As Restated)
Net Sales $ 478,690 $ 426,705 $ 932,465 $ 837,531
Acquisitions (1) — — — 10,671
Pro Forma Net Sales $ 478,690 $ 426,705 $ 932,465 $ 848,202

(1) Acquisitions reflects the net sales for The Honey Pot Co. on a pro forma basis as if the Company had acquired The Honey Pot Co. on January 1, 2024.


Compass Diversified Holdings
Subsidiary Pro Forma Net Sales
(unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(in thousands) (As Restated) (As Restated)
Branded Consumer
5.11 $ 131,442 $ 123,201 $ 260,812 $ 248,175
BOA 48,369 54,160 97,246 97,063
Lugano 26,771 12,025 53,616 22,818
PrimaLoft 24,855 25,291 48,500 47,832
The Honey Pot (1) 32,798 24,182 68,989 55,018
Velocity Outdoor 15,213 18,711 28,414 48,610
Total Branded Consumer $ 279,448 $ 257,570 $ 557,577 $ 519,516
Niche Industrial
Altor Solutions $ 83,305 52,213 $ 159,562 $ 105,617
Arnold Magnetics 38,432 43,155 72,440 84,442
Sterno 77,505 73,767 142,886 138,627
Total Niche Industrial $ 199,242 $ 169,135 $ 374,888 $ 328,686
Total Subsidiary Net Sales $ 478,690 $ 426,705 $ 932,465 $ 848,202

(1) Net sales for The Honey Pot Co. are pro forma as if the Company had acquired this business on January 1, 2024.