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

Compass Diversified Reports First Quarter 2025 Financial Results

WESTPORT, Conn., Dec. 18, 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 March 31, 2025 and filed its Quarterly Report on Form 10-Q for the period. The Company expects to file its Quarterly Reports on Form 10-Q for the second and third quarters of 2025 in the coming weeks.

“Today’s filing represents another important step in our efforts to bring our financial reporting current,” said Elias Sabo, CEO of Compass Diversified. “We remain focused on strengthening our financial flexibility and executing across our subsidiary businesses. Despite a dynamic operating environment, our operating subsidiaries, excluding Lugano, continue to perform well and collectively generate significant cash flow.”

Sabo added, “Looking ahead, we are focused on the key drivers of performance across our subsidiaries—driving operational excellence, disciplined working capital management, and investing in our differentiated products and brands. We’re encouraged by recent strong booking activity at Arnold and PrimaLoft. BOA continues to benefit from its patent-protected performance-enhancing fit solutions, supporting ongoing market share expansion. And 5.11 is navigating macro pressures with duty-smart sourcing and tighter inventory discipline while it continues to invest in its brand.”

Sabo continued, “Our priorities are clear: execute at our subsidiaries, generate cash, and use that cash to reduce leverage while continuing to support growth initiatives across our businesses. Long term, we remain committed to maximizing shareholder value and will continue to explore opportunities for the most efficient return of capital to our shareholders.”

2025 Outlook (Reiterated)

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

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 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
irinquiry@compassdiversified.com

Compass Diversified Holdings
Condensed Consolidated Balance Sheets

March 31, 2025

December 31, 2024

(in thousands)

(Unaudited)

(As Restated)

Assets

Current assets

Cash and cash equivalents

$

146,235

$

59,659

Accounts receivable, net

196,422

207,172

Inventories, net

598,847

571,248

Prepaid expenses and other current assets

123,705

126,692

Total current assets

1,065,209

964,771

Property, plant and equipment, net

245,612

244,746

Goodwill

895,420

895,916

Intangible assets, net

960,760

983,396

Other non-current assets

199,947

208,593

Total assets

$

3,366,948

$

3,297,422

Liabilities and stockholders’ equity

Current liabilities

Accounts payable and accrued expenses

$

426,460

$

421,715

Due to related party

17,738

18,036

Current portion, long-term debt

1,860,064

1,774,290

Other current liabilities

233,122

219,382

Total current liabilities

2,537,384

2,433,423

Deferred income taxes

101,521

108,091

Long-term debt

—

—

Other non-current liabilities

214,398

225,334

Total liabilities

2,853,303

2,766,848

Stockholders' equity

Total stockholders' equity attributable to Holdings

680,736

678,620

Noncontrolling interest

(167,091

)

(148,046

)

Total stockholders' equity

513,645

530,574

Total liabilities and stockholders’ equity

$

3,366,948

$

3,297,422

Compass Diversified Holdings
Consolidated Statements of Operations
(Unaudited)

Three Months Ended March 31,

(in thousands, except per share data)

2025

2024

(As Restated)

Net sales

$

453,775

$

410,826

Cost of sales

257,743

235,874

Gross profit

196,032

174,952

Operating expenses:

Selling, general and administrative expense

150,377

137,724

Management fees

18,863

17,942

Amortization expense

23,351

23,211

Impairment expense

—

8,182

Operating income (loss)

3,441

(12,107

)

Other income (expense):

Interest expense, net

(35,851

)

(25,267

)

Amortization of debt issuance costs

(1,125

)

(1,005

)

Other income (expense), net

(13,681

)

(47,442

)

Net loss from continuing operations before income taxes

(47,216

)

(85,821

)

Provision for income taxes

2,538

3,110

Loss from continuing operations

(49,754

)

(88,931

)

Income from discontinued operations, net of income tax

—

317

Gain on sale of discontinued operations

44

3,345

Net loss

(49,710

)

(85,269

)

Less: Net loss from continuing operations attributable to noncontrolling interest

(19,717

)

(28,756

)

Less: Net loss from discontinued operations attributable to noncontrolling interest

—

(336

)

Net loss attributable to Holdings

$

(29,993

)

$

(56,177

)

Amounts attributable to Holdings

Loss from continuing operations

$

(30,037

)

$

(60,175

)

Income from discontinued operations

—

653

Gain on sale of discontinued operations, net of income tax

44

3,345

Net loss attributable to Holdings

$

(29,993

)

$

(56,177

)

Basic income (loss) per common share attributable to Holdings

Continuing operations

$

(0.59

)

$

(1.57

)

Discontinued operations

—

0.05

$

(0.59

)

$

(1.52

)

Basic weighted average number of common shares outstanding

75,236

75,274

Cash distributions declared per Trust common share

$

0.25

$

0.25

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

Three Months Ended March 31,

(in thousands, except per share amounts)

2025

2024

(As Restated)

Net loss

$

(49,710

)

$

(85,269

)

Income from discontinued operations, net of tax

—

317

Gain on sale of discontinued operations, net of tax

44

3,345

Net loss from continuing operations

$

(49,754

)

$

(88,931

)

Less: loss from continuing operations attributable to noncontrolling interest

(19,717

)

(28,756

)

Net loss attributable to Holdings - continuing operations

$

(30,037

)

$

(60,175

)

Adjustments:

Distributions paid - preferred shares

(8,434

)

(6,045

)

Amortization expense - intangibles and inventory step up

23,351

25,879

Impairment expense

—

8,182

Stock compensation

4,012

4,071

Acquisition expenses

—

3,479

Integration services fee

875

—

Other

1,546

274

Adjusted Net Loss

$

(8,687

)

$

(24,335

)

Plus (less):

Depreciation expense

12,301

10,731

Income tax provision

2,538

3,110

Interest expense

35,581

25,267

Amortization of debt issuance costs

1,125

1,005

Loss from continuing operations attributable to noncontrolling interest

(19,717

)

(28,756

)

Distributions paid - preferred shares

8,434

6,045

Other (income) expense

13,681

47,442

Adjusted EBITDA

$

45,256

$

40,509

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

—

—

—

—

—

—

—

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

Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three Months Ended March 31, 2024
(Unaudited)

Corporate

5.11

BOA

Lugano

PrimaLoft

THP

Velocity Outdoor

Altor

Arnold

Sterno

Consolidated

(As Restated)

(As Restated)

Income (loss) from continuing operations

$

(7,394

)

$

3,400

$

3,351

$

(70,848

)

$

(1,313

)

$

(3,490

)

$

(15,973

)

$

693

$

1,651

$

992

$

(88,931

)

Adjusted for:

Provision (benefit) for income taxes

—

1,203

539

158

(80

)

(1,167

)

580

628

796

453

3,110

Interest expense, net

23,593

(3

)

(3

)

1,695

(2

)

(22

)

44

—

(35

)

—

25,267

Intercompany interest

(37,815

)

3,526

5,492

11,758

4,616

1,996

3,218

2,009

1,700

3,500

—

Depreciation and amortization

280

5,873

5,438

1,110

5,327

5,138

3,276

4,085

2,153

4,935

37,615

EBITDA

(21,336

)

13,999

14,817

(56,127

)

8,548

2,455

(8,855

)

7,415

6,265

9,880

(22,939

)

Other (income) expense

(39

)

(34

)

75

44,639

—

(17

)

(297

)

3,236

52

(173

)

47,442

Non-controlling shareholder compensation

—

534

1,429

504

680

145

194

252

4

329

4,071

Impairment expense

—

—

—

—

—

—

8,182

—

—

—

8,182

Acquisition expenses

—

—

—

—

—

3,479

—

—

—

—

3,479

Other

—

—

—

—

—

90

—

—

—

184

274

Adjusted EBITDA

$

(21,375

)

$

14,499

$

16,321

$

(10,984

)

$

9,228

$

6,152

$

(776

)

$

10,903

$

6,321

$

10,220

$

40,509

Compass Diversified Holdings
Net Sales to Pro Forma Net Sales Reconciliation
(unaudited)

Three Months Ended March 31,

(in thousands)

2025

2024

(As Restated)

Net Sales

$

453,775

$

410,826

Acquisitions(1)

—

10,671

Pro Forma Net Sales

$

453,775

$

421,497

(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 March 31,

(in thousands)

2025

2024

(As Restated)

Branded Consumer

5.11

$

129,370

$

124,974

BOA

48,877

42,903

Lugano

26,845

10,793

PrimaLoft

23,645

22,541

The Honey Pot(1)

36,191

30,836

Velocity Outdoor

13,201

29,899

Total Branded Consumer

$

278,129

$

261,946

Niche Industrial

Altor Solutions

76,257

53,404

Arnold Magnetics

34,008

41,287

Sterno

65,381

64,860

Total Niche Industrial

$

175,646

$

159,551

Total Subsidiary Net Sales

$

453,775

$

421,497

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