Compass Diversified Reports Second Quarter 2025 Financial Results

(MENAFN- GlobeNewsWire - Nasdaq) 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
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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.

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