D/b/a Compass Diversified Holdings Shares Of Beneficial InterestNYSE: CODI

Compass Diversified Reports First Quarter 2026 Financial Results

· Issued by D/b/a Compass Diversified Holdings Shares Of Beneficial Interest via GlobeNewswire

WESTPORT, Conn., May 06, 2026 (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 March 31, 2026.

"The first quarter of 2026 was a quarter of execution, with strong subsidiary performance led by our Consumer vertical, and a meaningful divestiture at an attractive valuation," said Elias Sabo, Chief Executive Officer of Compass Diversified. "We are delivering against the priorities we laid out for shareholders at the beginning of the year."

Sabo continued, "A single quarter does not make a turnaround. Trust is earned through consistent execution, and that is what we expect to deliver for shareholders going forward."

On November 16, 2025, CODI deconsolidated Lugano Holding, Inc. ("Lugano"). Accordingly, CODI’s GAAP results for the three months ended March 31, 2026 do not include Lugano’s operating results. Certain non-GAAP results and their associated growth rates are presented excluding Lugano’s 2025 results to facilitate comparisons of year-over-year performance for our remaining subsidiaries.

Each of CODI’s subsidiaries represents an operating segment. For ease of presentation, CODI has grouped its operating segments into Branded Consumer and Industrial groups for certain results described below. Subsidiary details are available in the appendix.

Financial Summary – (GAAP)

Q1 2026 (GAAP)

  • Net revenues were $426.9 million, down 5.9% vs Q1 2025

  • Net loss from continuing operations was $30.8 million vs $49.8 million in Q1 2025

Financial Summary – (non-GAAP)

Q1 2026 (non-GAAP – Excluding Lugano in the prior year period)

  • Net revenues were $426.9 million, flat to Q1 2025

    • Branded Consumer:   $257.0 million, up 2.3% vs Q1 2025

    • Industrial:   $169.9 million, down 3.3% vs Q1 2025

  • Subsidiary Adjusted EBITDA was $83.9 million, up 6.3% vs Q1 2025

    • Branded Consumer:   $59.4 million, up 11.6% vs Q1 2025

    • Industrial:   $24.4 million, down 4.5% vs Q1 2025

Recent Business Updates

  • Completed the sale of Sterno’s food service business for an enterprise value of $292.5 million, with net proceeds used to repay outstanding debt.

  • The Sterno transaction generated proceeds to CODI of approximately $280 million, reducing senior secured indebtedness below 1.0x, sufficient to avoid second quarter milestone fees associated with excess leverage under the Company’s senior secured credit arrangements, as of June 30, 2026.

Liquidity and Capital Resources

As of March 31, 2026, CODI had approximately $65.2 million in cash and cash equivalents and approximately $100 million in revolver availability.

2026 Outlook

The Company is updating its fiscal 2026 financial guidance to reflect the sale of Sterno's food service business. The updated guidance is at or above the expectations set at the start of the year, adjusting for the divested business.

2026 Outlook

Low

High

(millions)

Subsidiary Adjusted EBITDA

Branded Consumer

$

225.0

$

260.0

Industrial

$

95.0

$

105.0

Subsidiary Adjusted EBITDA

$

320.0

$

365.0

In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, CODI has not reconciled 2026 Subsidiary Adjusted EBITDA to its comparable GAAP measure because it does not provide guidance on Income (Loss) from Continuing Operations and because management cannot predict, with sufficient certainty, all of the inputs necessary to provide such a reconciliation. For the same reasons, CODI is unable to address the probable significance of the unavailable information, which could be material to future results.

Conference Call

In conjunction with this announcement, CODI will host a conference call on May 6, 2026, at 5:00 p.m. E.T. / 2:00 p.m. PT with the Company’s Chief Executive Officer, Elias Sabo and the Company’s Chief Financial Officer, Stephen Keller. A live webcast of the call will be available on the Investor Relations section of CODI’s website. To avoid delays, we encourage participants to log into the webcast 15 minutes ahead of the scheduled start time. A replay of the webcast will also be available for a limited time on the Company’s website.

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). Unless the context indicates otherwise, Subsidiary Adjusted EBITDA disclosed in the body of the press release excludes Lugano, a deconsolidated subsidiary of the Company, and corporate expenses. We believe that Adjusted EBITDA and Adjusted Earnings (Loss) provide useful information to investors and reflect important financial measures as each of Adjusted EBITDA and Adjusted Earnings (Loss) excludes the effects of items that 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. As used in the body of this press release, Subsidiary Adjusted EBITDA refers to the sum of Adjusted EBITDA for the applicable period attributable to each consolidated subsidiary of the Company, excluding Lugano and disregarding corporate expense, unless the context indicates otherwise. Where excluded, we believe the exclusion of Lugano provides investors with a more accurate record of year-over-year performance for our remaining subsidiaries

Net Revenues (excluding Lugano) is defined as net revenues excluding Lugano. Net Revenues (excluding Lugano) is reconciled to Net Revenues. We consider Net Revenues to be the most directly comparable GAAP financial measure to Net Revenues (excluding Lugano). We believe that Net Revenues (excluding Lugano) provides useful information to investors and reflects important financial measures as it helps investors evaluate the performance of our remaining subsidiaries.

In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, we have not reconciled 2026 Adjusted EBITDA or 2026 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, Subsidiary Adjusted EBITDA (excluding Lugano) and Net Revenues (excluding Lugano) 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.

About Compass Diversified

CODI leverages its permanent capital base and long-term disciplined approach, maintaining controlling ownership interests in each of its subsidiaries and maximizing its ability to impact long-term cash flow generation and value creation. The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the Company and seeks to generate strong returns through its culture of transparency, alignment and accountability.

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 regarding its Adjusted EBITDA, subsidiary Adjusted EBITDA and its future performance, liquidity and leverage, and the future performance of CODI’s subsidiaries. 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 management’s current expectations, estimates, forecasts and assumptions and information available to management as of the date of this press release. These statements involve risks 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 divestitures that we may execute; 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; the results of the Lugano bankruptcy proceedings, including the amount and timing of any recoveries on CODI’s claims against Lugano and the risk that CODI’s secured position may be challenge; and litigation relating to the 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 Annual Report on Form 10-K filed with the SEC on February 27, 2026 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.

Compass Diversified Investor Relations
irinquiry@compassdiversified.com

Compass Diversified Holdings
Condensed Consolidated Balance Sheets

March 31, 2026

December 31, 2025

(in thousands)

(Unaudited)

Assets

Current assets

Cash and cash equivalents

$

60,747

$

68,015

Accounts receivable, net

190,282

202,887

Inventories, net

375,337

404,102

Prepaid expenses and other current assets

63,835

78,398

Due from related parties

11,487

20,757

Due from unconsolidated affiliate

71,000

71,000

Current assets held for sale

131,610

—

Total current assets

904,298

845,159

Property, plant and equipment, net

190,799

209,742

Goodwill

830,902

895,421

Intangible assets, net

839,578

892,811

Due from unconsolidated affiliate

26,000

26,000

Other non-current assets

172,267

170,051

Total assets

$

2,963,844

$

3,039,184

Liabilities and stockholders’ equity

Current liabilities

Accounts payable and accrued expenses

$

220,935

$

259,600

Current portion, long-term debt

41,250

37,500

Other current liabilities

48,131

52,519

Current liabilities held for sale

28,669

—

Total current liabilities

338,985

349,619

Deferred income taxes

98,865

104,189

Long-term debt

1,818,998

1,839,817

Other non-current liabilities

176,600

171,896

Total liabilities

2,433,448

2,465,521

Stockholders' equity

Total stockholders' equity attributable to Holdings

400,705

442,024

Noncontrolling interest

128,396

131,639

Noncontrolling interest held for sale

1,295

—

Total stockholders' equity

530,396

573,663

Total liabilities and stockholders’ equity

$

2,963,844

$

3,039,184

Compass Diversified Holdings
Consolidated Statements of Operations
(Unaudited)

Three Months Ended March 31,

(in thousands, except per share data)

2026

2025

Net sales

$

426,855

$

453,775

Cost of sales

237,497

257,743

Gross profit

189,358

196,032

Operating expenses:

Selling, general and administrative expense

132,010

150,377

Management fees

15,934

18,863

Amortization expense

22,844

23,351

Impairment expense

20,500

—

Operating income (loss)

(1,930

)

3,441

Other income (expense):

Interest expense, net

(27,495

)

(35,851

)

Amortization of debt issuance costs

(2,047

)

(1,125

)

Other income (expense), net

7,705

(13,681

)

Net loss from continuing operations before income taxes

(23,767

)

(47,216

)

Provision for income taxes

7,064

2,538

Loss from continuing operations

(30,831

)

(49,754

)

Gain on sale of discontinued operations

157

44

Net loss

(30,674

)

(49,710

)

Less: Net income (loss) from continuing operations attributable to noncontrolling interest

85

(19,717

)

Net loss attributable to Holdings

$

(30,759

)

$

(29,993

)

Amounts attributable to Holdings

Loss from continuing operations

$

(30,916

)

$

(30,037

)

Gain on sale of discontinued operations, net of income tax

157

44

Net loss attributable to Holdings

$

(30,759

)

$

(29,993

)

Basic income (loss) per common share attributable to Holdings

Continuing operations

$

(0.62

)

$

(0.59

)

Discontinued operations

—

—

$

(0.62

)

$

(0.59

)

Basic weighted average number of common shares outstanding

75,236

75,236

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

Three Months Ended March 31,

(in thousands, except per share amounts)

2026

2025

Net loss

$

(30,674

)

$

(49,710

)

Gain on sale of discontinued operations, net of tax

157

44

Net loss from continuing operations

$

(30,831

)

$

(49,754

)

Less: income (loss) from continuing operations attributable to noncontrolling interest

85

(19,717

)

Net loss attributable to Holdings - continuing operations

$

(30,916

)

$

(30,037

)

Adjustments:

Distributions paid - preferred shares

(9,714

)

(8,434

)

Amortization expense - intangibles and inventory step up

22,844

23,351

Impairment expense

20,500

—

Stock compensation

2,559

4,012

Integration services fee

—

875

Other

646

1,546

Adjusted Earnings (Loss)

$

5,919

$

(8,687

)

Plus (less):

Depreciation expense

11,902

12,301

Income tax provision

7,064

2,538

Interest expense

27,495

35,851

Amortization of debt issuance costs

2,047

1,125

Income (loss) from continuing operations attributable to noncontrolling interest

85

(19,717

)

Distributions paid - preferred shares

9,714

8,434

Other (income) expense

(7,705

)

13,681

Adjusted EBITDA

$

56,521

$

45,526

Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three Months Ended March 31, 2026
(Unaudited)

Corporate

5.11

BOA

PrimaLoft

THP

Velocity Outdoor

Altor

Arnold

Sterno

Consolidated

Income (loss) from continuing operations

$

(38,969

)

$

4,869

$

11,640

$

(21,408

)

$

5,828

$

(2,534

)

$

5,047

$

5

$

4,691

$

(30,831

)

Adjusted for:

Provision (benefit) for income taxes

—

(265

)

1,443

45

1,820

64

2,458

12

1,487

7,064

Interest expense, net

27,342

—

—

(7

)

5

6

—

148

1

27,495

Intercompany interest

(19,971

)

3,001

2,828

3,691

1,913

1,416

3,883

2,117

1,122

—

Depreciation and amortization

1,445

6,326

5,267

5,325

4,153

1,395

6,584

2,784

3,514

36,793

EBITDA

(30,153

)

13,931

21,178

(12,354

)

13,719

347

17,972

5,066

10,815

40,521

Other (income) expense

2,801

32

23

5

(56

)

(79

)

(10,336

)

(1

)

(94

)

(7,705

)

Non-controlling shareholder compensation

—

600

999

318

280

5

124

26

207

2,559

Impairment expense

—

—

—

20,500

—

—

—

—

—

20,500

Other (1)

—

—

—

—

—

—

536

—

110

646

Adjusted EBITDA

$

(27,352

)

$

14,563

$

22,200

$

8,469

$

13,943

$

273

$

8,296

$

5,091

$

11,038

$

56,521

(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.

Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three Months Ended March 31, 2025
(Unaudited)

Corporate

5.11

BOA

Lugano

PrimaLoft

THP

Velocity Outdoor

Altor

Arnold

Sterno

Consolidated

Income (loss) from continuing operations

$

(8,764

)

$

3,906

$

8,243

$

(51,634

)

$

(437

)

$

1,754

$

(4,167

)

$

(228

)

$

(1,606

)

$

3,179

$

(49,754

)

Adjusted for:

Provision (benefit) for income taxes

—

1,144

1,166

(256

)

394

419

44

13

(1,383

)

997

2,538

Interest expense, net

26,843

1

(1

)

8,875

(7

)

(2

)

(1

)

—

143

—

35,851

Intercompany interest

(39,893

)

3,344

3,984

15,375

4,129

2,602

1,421

4,854

1,915

2,269

—

Depreciation and amortization

74

5,772

5,248

1,593

5,315

4,160

1,369

7,192

2,578

3,476

36,777

EBITDA

(21,740

)

14,167

18,640

(26,047

)

9,394

8,933

(1,334

)

11,831

1,647

9,921

25,412

Other (income) expense

14

105

63

13,515

1

(3

)

(127

)

215

(2

)

(100

)

13,681

Non-controlling shareholder compensation

—

545

1,346

916

549

25

105

245

4

277

4,012

Integration services fee

—

—

—

—

—

875

—

—

—

—

875

Other (1)

—

—

—

—

—

—

—

562

915

69

1,546

Adjusted EBITDA

$

(21,726

)

$

14,817

$

20,049

$

(11,616

)

$

9,944

$

9,830

$

(1,356

)

$

12,853

$

2,564

$

10,167

$

45,526

(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
Non-GAAP Adjusted EBITDA
(Unaudited)

Three Months Ended March 31,

(in thousands)

2026

2025

Branded Consumer

5.11

$

14,563

$

14,817

BOA

22,200

20,049

Lugano

—

(11,616

)

PrimaLoft

8,469

9,944

The Honey Pot Co.

13,943

9,830

Velocity Outdoor

273

(1,356

)

Total Branded Consumer

$

59,448

$

41,668

Niche Industrial

Altor Solutions

8,296

12,853

Arnold Magnetics

5,091

2,564

Sterno

11,038

10,167

Total Niche Industrial

$

24,425

$

25,584

Total Subsidiary Adjusted EBITDA (1)

83,873

67,252

Corporate expense

(27,352

)

(21,726

)

Total Adjusted EBITDA

$

56,521

$

45,526

(1) Total Subsidiary Adjusted EBITDA for the three months ended March 31, 2026 includes the Adjusted EBITDA amount for Lugano, which was deconsolidated on November 16, 2025. Total Branded Consumer Adjusted EBITDA for the three months ended March 31, 2025 excluding Lugano is $53.3 million, and total Subsidiary Adjusted EBITDA excluding Lugano is $78.9 million.

Compass Diversified Holdings
Net Sales to Non-GAAP Net Sales (excluding Lugano) Reconciliation
(unaudited)

Three Months Ended March 31,

(in thousands)

2026

2025

Net Sales

$

426,855

$

453,775

Less: Lugano net sales

—

$

(26,845

)

Net Sales excluding Lugano

$

426,855

$

426,930

Compass Diversified Holdings
Subsidiary Net Sales
(unaudited)

Three Months Ended March 31,

(in thousands)

2026

2025

Branded Consumer

5.11

$

123,972

$

129,370

BOA

52,107

48,877

Lugano

—

26,845

PrimaLoft

21,916

23,645

The Honey Pot

45,159

36,191

Velocity Outdoor

13,826

13,201

Total Branded Consumer (1)

$

256,980

$

278,129

Niche Industrial

Altor Solutions

$

64,642

$

76,257

Arnold Magnetics

40,183

34,008

Sterno

65,050

65,381

Total Niche Industrial

$

169,875

$

175,646

Total Subsidiary Net Sales

$

426,855

$

453,775

(1) Reconciliation of Total Branded Consumer Net Sales and Total Subsidiary Net Sales excluding Lugano:

Three months ended March 31,

(in thousands)

2026

2025

Total Branded Consumer

$

256,980

$

278,129

Less: Lugano

—

(26,845

)

Total Branded Consumer

256,980

251,284

Industrial

$

169,875

$

175,646

Total Subsidiary Net Sales (excluding Lugano)

$

426,855

$

426,930

Compass Diversified Holdings
Condensed Consolidated Cash Flows
(unaudited)

Three Months Ended March 31,

(in thousands)

2026

2025

Net cash provided by (used in) operating activities

$

23,914

$

(29,348

)

Net cash provided by (used in) investing activities

6,226

(12,922

)

Net cash provided by (used in) financing activities

(32,809

)

128,240

Foreign currency impact on cash

(163

)

606

Net increase (decrease) in cash and cash equivalents

(2,832

)

86,576

Cash and cash equivalents - beginning of the period

68,015

59,659

Cash and cash equivalents - end of the period

$

65,183

$

146,235

Compass Diversified Holding

Selected Financial Data - Cash Flows

(unaudited)

Three Months Ended March 31,

(in thousands)

2026

2025

Changes in operating assets and liabilities

$

7,720

$

(12,571

)

Purchases of property and equipment

$

(5,107

)

$

(13,100

)

Distributions paid - common shares

$

—

$

(18,809

)

Distributions paid - preferred shares

$

(9,714

)

$

(8,434

)

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