"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
Compass Diversified HoldingsCondensed 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 HoldingsConsolidated 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 HoldingsNet 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
