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

Compass Diversified Reports Second Quarter 2025 Financial Results

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
irinquiry@compassdiversified.com

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.