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

Compass Diversified Reports Second Quarter 2026 Financial Results

· Yahoo Finance

WESTPORT, Conn., Aug. 10, 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 and six months ended June 30, 2026 and filed its Quarterly Report on Form 10-Q for the period.

"In the second quarter, our subsidiaries delivered strong operating performance and cash flow," said Elias Sabo, Chief Executive Officer of Compass Diversified. "We took concrete actions to strengthen our balance sheet, including selling Sterno's Food Service Business at an attractive valuation and applying more than $280 million of proceeds to debt reduction. We also amended our Management Services Agreement to lower expected fees and increase alignment with shareholders by tying more of the Manager's compensation to shareholder returns and operating performance."

"Our performance was broad-based, with Adjusted EBITDA growth across our Branded Consumer businesses and at Arnold," added Zach Sawtelle, Chief Operating Officer of Compass Diversified. "BOA, PrimaLoft and The Honey Pot were each up more than 25% year-over-year, and Arnold was a standout, up nearly 50%. 5.11 expanded margins despite a softer top line."

Sawtelle continued, "Our work is not done. Our shares trade at what we believe is a meaningful discount to intrinsic value, and we remain focused on closing that gap. Our near-term priorities are straightforward: drive profitable growth, pursue divestitures where we can realize attractive value, further reduce debt and, when appropriate, efficiently return capital to shareholders. We are moving with urgency and discipline to realize value for shareholders."

Financial Summary – GAAP Results

Year-over-year GAAP comparisons reflect the operating results of Lugano and a full quarter of Sterno's Food Service Business in the 2025 period, versus the 2026 period, which excludes Lugano's operating results (following its deconsolidation in connection with its bankruptcy proceedings) and includes the Food Service Business through its May 1 sale date.

Q2 2026 vs Q2 2025 (GAAP)

  • Net revenues were $424.0 million, down 11.4% vs Q2 2025

  • Net income from continuing operations: $81.9 million vs net loss from continuing operations of $80.8 million in Q2 2025

  • Net income attributable to Holdings: $81.1 million, or $0.86 per common share, vs. a net loss of $51.2 million, or $(0.88) per common share

  • Cash provided by operating activities: $29.7 million, vs. cash used of $35.2 million

  • Q2 2026 results included a $182.3 million gain on the sale of Sterno's Food Service Business and a $58.0 million reduction in the fair value of CODI's receivable from Lugano.

Financial Summary – Non-GAAP Results

To facilitate comparison of CODI's continuing subsidiaries, the following non-GAAP results exclude Lugano from the prior-year period and exclude net sales and Adjusted EBITDA attributable to the divested Sterno Food Service Business from both current and prior-year periods.

Rimports and the Food Service Business historically operated and were reported together as Sterno Group under a shared management structure. Following the sale, certain shared management and other indirect costs remained with Rimports. To provide a comparable view of the continuing business, the non-GAAP results exclude the Food Service Business's net sales and Adjusted EBITDA and reflect the costs retained by Rimports on a consistent basis in both periods.

Q2 2026 vs Q2 2025 (Non-GAAP)

  • Net revenues were $410.6 million, approximately flat vs. Q2 2025

    • Branded Consumer:         $270.8 million, up 7.2%

    • Industrial:         $139.8 million, down 11.5%

  • Subsidiary Adjusted EBITDA was $91.5 million, up 12.6% vs. Q2 2025

    • Branded Consumer: $69.3 million, up 24.2%

    • Industrial: $22.3 million, down 12.8%

Key Business Updates

During and subsequent to the quarter, CODI:

  • Completed the sale of Sterno's Food Service Business and applied more than $280 million of the proceeds to senior secured term loan debt.

  • Amended its Management Services Agreement to reduce expected management fees beginning in 2027 and further strengthen shareholder alignment.

  • Amended its senior credit facility to extend the maturity of its term loan and revolving commitments, providing financial flexibility.

  • Announced a settlement to facilitate the orderly liquidation of Lugano's assets.

  • Announced that Elias Sabo will retire as Chief Executive Officer on December 31, 2026, and appointed Zach Sawtelle Chief Operating Officer and named him CEO successor.

Liquidity and Capital Resources

As of June 30, 2026, CODI had approximately $87.4 million in cash and cash equivalents and approximately $97 million in revolver availability. Total debt was $1,592.3 million, compared with $1,890.7 million as of December 31, 2025.

CODI's leverage ratio for debt covenant purposes was approximately 4.8x as of June 30, 2026, down from 5.3x as of March 31, 2026, and senior secured net leverage was 0.66x as of June 30.

Subsequent to quarter-end, CODI amended its senior credit facility to extend all outstanding term loan borrowings and its revolving commitments to January 12, 2028, and to reduce aggregate revolving commitments from $100.0 million to $54.0 million.

2026 Outlook

CODI is maintaining its fiscal 2026 total Subsidiary Adjusted EBITDA outlook of $320 million to $365 million.

The outlook includes approximately $9 million of Adjusted EBITDA generated by the Sterno Food Service Business through its May 1, 2026 sale date. That contribution will be reflected in CODI's reported full-year results but will not recur following the sale.

CODI's outlook reflects higher expectations for the Branded Consumer businesses and lower expectations for the Industrial businesses relative to prior guidance.

2026 Outlook

Low

High

(in millions)

Subsidiary Adjusted EBITDA

Branded Consumer

$

235.0

$

270.0

Industrial

$

85.0

$

95.0

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 August 10, 2026, at 5:00 p.m. ET / 2:00 p.m. PT with the Company's Chief Executive Officer, Elias Sabo, Chief Operating Officer, Zach Sawtelle and 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, Adjusted Earnings (Loss), Subsidiary Adjusted EBITDA, Subsidiary Adjusted EBITDA excluding Lugano and the divested Sterno Food Service Business, Net Sales excluding Lugano, and Net Sales excluding Lugano and the divested Sterno Food Service Business are non-GAAP financial measures used by the Company to assess its performance. We have reconciled Adjusted EBITDA, Subsidiary Adjusted EBITDA and Subsidiary Adjusted EBITDA excluding Lugano and the divested Sterno Food Service Business to Income (Loss) from Continuing Operations, Adjusted Earnings (Loss) to Net Income (Loss), and non-GAAP Net Sales measures to Net Sales on the attached schedules. We consider Income (Loss) from Continuing Operations to be the most directly comparable GAAP financial measure to Adjusted EBITDA, Subsidiary Adjusted EBITDA, and Subsidiary Adjusted EBITDA excluding Lugano and the divested Sterno Food Service Business; Net Income (Loss) to be the most directly comparable GAAP financial measure to Adjusted Earnings (Loss); and Net Sales to be the most directly comparable GAAP financial measure to the non-GAAP Net Sales measures. The attached schedules should be read together as continuous reconciliations of the applicable non-GAAP measures to their most directly comparable GAAP measures.

We believe that Adjusted EBITDA and Adjusted Earnings (Loss) provide useful information to investors and reflect important financial measures, as each 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, non-cash charges associated with impairments and 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 additional 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, disregarding corporate expense, unless the context indicates otherwise. Management uses Subsidiary Adjusted EBITDA to evaluate the operating performance of the subsidiary portfolio before corporate expense. Because the measure excludes corporate expense, it does not reflect CODI's consolidated operating results and should be considered together with the comparable GAAP measure and the other information in this release.

Subsidiary Adjusted EBITDA, excluding Lugano and the divested Sterno Food Service Business, represents Subsidiary Adjusted EBITDA after excluding Adjusted EBITDA (loss) attributable to Lugano and Adjusted EBITDA attributable to the divested Sterno Food Service Business. Net Sales excluding Lugano represents reported Net Sales after excluding Net Sales attributable to Lugano for the applicable periods. Net Sales excluding Lugano and the divested Sterno Food Service Business represent reported Net Sales after excluding Net Sales attributable to those businesses for the applicable periods. We believe these measures facilitate comparison of the operating performance and net sales of CODI's continuing subsidiaries across periods.

Adjusted EBITDA attributable to the divested Sterno Food Service Business is calculated from Rimports' reported results by identifying the net sales and directly attributable expenses of the Food Service Business and applying CODI's Adjusted EBITDA methodology. Rimports and the Food Service Business historically operated and were reported together as Sterno Group under a shared management structure. Following the sale, certain shared management and other indirect costs remained with Rimports. Those costs remain in Rimports' results for all periods presented. Therefore, the exclusion of the Food Service Business does not eliminate all costs historically shared by the combined operations.

In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, we have not reconciled our 2026 Subsidiary Adjusted EBITDA guidance to the most directly comparable GAAP measure because certain components of Income (Loss) from Continuing Operations, including potential impairment charges, acquisition- and disposition-related gains, losses and expenses, fair-value adjustments and related income-tax effects, cannot be reasonably predicted without unreasonable effort. These items could be material to our future results.

These non-GAAP financial measures are not intended to be substitutes for the most directly comparable GAAP financial measures and may differ from, or otherwise be inconsistent with, similarly titled 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, plans for future divestitures and return of capital and its future performance, growth, 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 execute divestitures and 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;; 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 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.

Investor Relations

Compass Diversified
irinquiry@compassdiversified.com

Compass Diversified Holdings
Condensed Consolidated Balance Sheets
(Unaudited)

June 30, 2026

December 31, 2025

(in thousands)

Assets

Current assets

Cash and cash equivalents

$

87,443

$

68,015

Accounts receivable, net

186,327

202,887

Inventories, net

375,763

404,102

Prepaid expenses and other current assets

57,468

78,398

Due from related parties

6,275

20,757

Due from unconsolidated affiliate

19,200

71,000

Total current assets

732,476

845,159

Property, plant and equipment, net

186,729

209,742

Goodwill

830,902

895,421

Intangible assets, net

817,310

892,811

Due from unconsolidated affiliate

19,800

26,000

Other non-current assets

165,221

170,051

Total assets

$

2,752,438

$

3,039,184

Liabilities and stockholders' equity

Current liabilities

Accounts payable and accrued expenses

$

231,605

$

259,600

Current portion, long-term debt

43,250

37,500

Other current liabilities

49,408

52,519

Total current liabilities

324,263

349,619

Deferred income taxes

92,804

104,189

Long-term debt

1,538,680

1,839,817

Other non-current liabilities

189,521

171,896

Total liabilities

2,145,268

2,465,521

Stockholders' equity

Total stockholders' equity attributable to Holdings

472,560

442,024

Noncontrolling interest

134,610

131,639

Total stockholders' equity

607,170

573,663

Total liabilities and stockholders' equity

$

2,752,438

$

3,039,184

Compass Diversified Holdings
Consolidated Statements of Operations
(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except per share data)

2026

2025

2026

2025

Net sales

$

424,042

$

478,690

$

850,897

$

932,465

Cost of sales

224,079

270,149

461,576

527,892

Gross profit

199,963

208,541

389,321

404,573

Operating expenses:

Selling, general and administrative expense

134,337

162,112

266,347

312,489

Management fees

13,817

19,035

29,751

37,898

Amortization expense

22,686

23,117

45,530

46,468

Impairment expense

—

31,515

20,500

31,515

Other operating (income) expense

149

—

(10,234

)

—

Operating income (loss)

28,974

(27,238

)

37,427

(23,797

)

Other income (expense):

Interest expense, net

(23,895

)

(34,096

)

(51,390

)

(69,947

)

Amortization of debt issuance costs

(2,047

)

(971

)

(4,094

)

(2,096

)

Loss on debt modification

—

(2,827

)

—

(2,827

)

Decrease in fair value of receivable due from unconsolidated affiliate

(58,000

)

—

(58,000

)

—

Gain on sale of product division

182,342

—

182,342

—

Other income (expense), net

(121

)

1,713

(2,799

)

(11,968

)

Net income (loss) from continuing operations before income taxes

127,253

(63,419

)

103,486

(110,635

)

Provision for income taxes

45,379

17,358

52,443

19,896

Income (loss) from continuing operations

81,874

(80,777

)

51,043

(130,531

)

Gain on sale of discontinued operations

1,480

2,805

1,637

2,849

Net income (loss)

83,354

(77,972

)

52,680

(127,682

)

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

2,265

(26,755

)

2,350

(46,472

)

Net income (loss) attributable to Holdings

$

81,089

$

(51,217

)

$

50,330

$

(81,210

)

Amounts attributable to Holdings

Income (loss) from continuing operations

$

79,609

$

(54,022

)

$

48,693

$

(84,059

)

Gain on sale of discontinued operations, net of income tax

1,480

2,805

1,637

2,849

Net income (loss) attributable to Holdings

$

81,089

$

(51,217

)

$

50,330

$

(81,210

)

Basic income (loss) per common share attributable to Holdings

Continuing operations

$

0.84

$

(0.92

)

$

0.29

$

(1.43

)

Discontinued operations

0.02

0.04

0.02

0.04

$

0.86

$

(0.88

)

$

0.31

$

(1.39

)

Basic weighted average number of common shares outstanding

75,236

75,236

75,236

75,236

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

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except per share amounts)

2026

2025

2026

2025

Net income (loss)

$

83,354

$

(77,972

)

$

52,680

$

(127,682

)

Gain on sale of discontinued operations, net of tax

1,480

2,805

1,637

2,849

Net income (loss) from continuing operations

$

81,874

$

(80,777

)

$

51,043

$

(130,531

)

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

2,265

(26,755

)

2,350

(46,472

)

Net income (loss) attributable to Holdings - continuing operations

$

79,609

$

(54,022

)

$

48,693

$

(84,059

)

Adjustments:

Distributions paid - preferred shares

(9,715

)

(9,714

)

(19,429

)

(18,148

)

Amortization expense - intangibles

22,686

23,117

45,530

46,468

Impairment expense

—

31,515

20,500

31,515

Stock compensation

3,280

4,189

5,839

8,201

Integration services fee

—

—

—

875

Change in fair value of receivable due from unconsolidated affiliate

58,000

—

58,000

—

Gain on sale of product division

(182,342

)

—

(182,342

)

—

Tax effect of gain on sale of product division

21,348

—

21,348

—

Other

264

3,881

(9,473

)

5,427

Adjusted Earnings (Loss)

$

(6,870

)

$

(1,034

)

$

(11,334

)

$

(9,721

)

Plus (less):

Depreciation expense

10,368

11,062

22,270

23,363

Income tax provision

45,379

17,358

52,443

19,896

Tax effect of gain on sale of product division

(21,348

)

—

(21,348

)

—

Interest expense

23,895

34,096

51,390

69,947

Amortization of debt issuance costs

2,047

971

4,094

2,096

Loss on debt modification

—

2,827

—

2,827

Income (loss) from continuing operations attributable to noncontrolling interest

2,265

(26,755

)

2,350

(46,472

)

Distributions paid - preferred shares

9,715

9,714

19,429

18,148

Other (income) expense

121

(1,713

)

2,799

11,968

Adjusted EBITDA

$

65,572

$

46,526

$

122,093

$

92,052

Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three Months Ended June 30, 2026
(Unaudited)

Corporate

5.11

BOA

PrimaLoft

THP

Velocity Outdoor

Altor

Arnold

Rimports (1)

Consolidated

Income (loss) from continuing operations

$

53,204

$

7,607

$

14,832

$

2,129

$

3,478

$

(2,418

)

$

(2,589

)

$

548

$

5,083

$

81,874

Adjusted for:

Provision (benefit) for income taxes

35,910

2,058

2,428

1,935

1,087

61

(754

)

696

1,958

45,379

Interest expense, net

23,857

(2

)

—

(9

)

6

10

—

140

(107

)

23,895

Intercompany interest

(18,374

)

2,516

2,494

3,594

1,740

1,699

3,884

2,137

310

—

Depreciation and amortization

1,198

5,118

5,278

5,319

4,154

1,384

6,577

2,664

3,409

35,101

EBITDA

95,795

17,297

25,032

12,968

10,465

736

7,118

6,185

10,653

186,249

Other (income) expense (2)

(124,339

)

(4

)

101

6

(10

)

(235

)

506

3

(100

)

(124,072

)

Noncontrolling shareholder compensation

—

697

953

864

403

3

226

26

108

3,280

Other

—

—

—

—

—

—

—

—

115

115

Adjusted EBITDA

$

(28,544

)

$

17,990

$

26,086

$

13,838

$

10,858

$

504

$

7,850

$

6,214

$

10,776

$

65,572

(1) Rimports includes the Adjusted EBITDA of the Sterno food service product division from April 1, 2026 through the date of sale, May 1, 2026.

(2) The amount of Other (income) expense at corporate includes the change in the fair value of the receivable due from unconsolidated affiliate ($58.0 million) and the gain on the sale of the Sterno food service product division ($182.3 million).

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

—

Loss on debt modification

2,827

—

—

—

—

—

—

—

—

—

2,827

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

(2

)

(242

)

42

(1,786

)

11

42

(83

)

375

23

(93

)

(1,713

)

Noncontrolling shareholder compensation

—

622

1,368

626

619

419

17

242

4

272

4,189

Impairment expense

—

—

—

31,515

—

—

—

—

—

31,515

Other (1)

—

—

—

—

—

—

—

...

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