WESTPORT, Conn., Jan. 14, 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 nine months ended September 30, 2025 and filed its Quarterly Report on Form 10-Q for the period.
“I’m pleased to report that with today’s filing we are now fully current with our SEC filings for 2025,” said Elias Sabo, Chief Executive Officer of Compass Diversified, “and we are in full compliance with the periodic reporting requirements of our credit facilities and bond indentures.”
Sabo continued, “Excluding Lugano, our eight operating subsidiaries continue to deliver solid performance in an uncertain macroeconomic environment. We are focused on executing against our strategic priorities with the objective of delivering consistent, long-term shareholder value by partnering with our management teams to drive performance, invest for growth, and enhance profitability.”
CODI now expects full-year 2025 subsidiary Adjusted EBITDA of $335 million to $355 million, excluding Lugano Holding, Inc.
Management will host a conference call today, Wednesday, January 14, 2026, at 5:00 p.m. E.T. / 2:00 p.m. P.T. 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 in to 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 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) 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 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 regarding its subsidiary Adjusted EBITDA and its future performance, 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 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 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 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; 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.
Compass Diversified [email protected]
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Compass Diversified Holdings |
||||||||
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|
|
|
|
|
||||
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|
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September 30, 2025 |
|
December 31, 2024 |
||||
|
(in thousands) |
|
(Unaudited) |
|
(As Restated) |
||||
|
Assets |
|
|
|
|
||||
|
Current assets |
|
|
|
|
||||
|
Cash and cash equivalents |
|
$ |
61,139 |
|
|
$ |
59,659 |
|
|
Accounts receivable, net |
|
|
224,689 |
|
|
|
207,172 |
|
|
Inventories, net |
|
|
602,180 |
|
|
|
571,248 |
|
|
Prepaid expenses and other current assets |
|
|
122,742 |
|
|
|
126,692 |
|
|
Total current assets |
|
|
1,010,750 |
|
|
|
964,771 |
|
|
Property, plant and equipment, net |
|
|
214,451 |
|
|
|
244,746 |
|
|
Goodwill |
|
|
895,420 |
|
|
|
895,916 |
|
|
Intangible assets, net |
|
|
915,666 |
|
|
|
983,396 |
|
|
Other non-current assets |
|
|
210,881 |
|
|
|
208,593 |
|
|
Total assets |
|
$ |
3,247,168 |
|
|
$ |
3,297,422 |
|
|
|
|
|
|
|
||||
|
Liabilities and stockholders’ equity |
|
|
|
|
||||
|
Current liabilities |
|
|
|
|
||||
|
Accounts payable and accrued expenses |
|
$ |
459,719 |
|
|
$ |
421,715 |
|
|
Due to related party |
|
|
22,604 |
|
|
|
18,036 |
|
|
Current portion, long-term debt |
|
|
1,878,852 |
|
|
|
1,774,290 |
|
|
Subsidiary financing arrangements |
|
|
183,853 |
|
|
|
169,765 |
|
|
Other current liabilities |
|
|
53,910 |
|
|
|
49,617 |
|
|
Total current liabilities |
|
|
2,598,938 |
|
|
|
2,433,423 |
|
|
Deferred income taxes |
|
|
106,804 |
|
|
|
108,091 |
|
|
Long-term debt |
|
|
— |
|
|
|
— |
|
|
Other non-current liabilities |
|
|
223,060 |
|
|
|
225,334 |
|
|
Total liabilities |
|
|
2,928,802 |
|
|
|
2,766,848 |
|
|
Stockholders’ equity |
|
|
|
|
||||
|
Total stockholders’ equity attributable to Holdings |
|
|
519,217 |
|
|
|
678,620 |
|
|
Noncontrolling interest |
|
|
(200,851 |
) |
|
|
(148,046 |
) |
|
Total stockholders’ equity |
|
|
318,366 |
|
|
|
530,574 |
|
|
Total liabilities and stockholders’ equity |
|
$ |
3,247,168 |
|
|
$ |
3,297,422 |
|
Compass Diversified HoldingsCondensed Consolidated Balance Sheets
Prepaid expenses and other current assets
Property, plant and equipment, net
Liabilities and stockholders’ equity
Accounts payable and accrued expenses
Current portion, long-term debt
Subsidiary financing arrangements
Other non-current liabilities
Total stockholders’ equity attributable to Holdings
Total stockholders’ equity
Total liabilities and stockholders’ equity
|
Compass Diversified Holdings |
||||||||||||||||
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|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
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|
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|
2025 |
|
|
|
2024 |
|
|
|
2025 |
|
|
|
2024 |
|
|
(in thousands, except per share data) |
|
|
|
(As Restated) |
|
|
|
(As Restated) |
||||||||
|
Net sales |
|
$ |
472,562 |
|
|
$ |
456,553 |
|
|
$ |
1,405,027 |
|
|
$ |
1,294,084 |
|
|
Cost of sales |
|
|
264,847 |
|
|
|
259,920 |
|
|
|
792,739 |
|
|
|
734,314 |
|
|
Gross profit |
|
|
207,715 |
|
|
|
196,633 |
|
|
|
612,288 |
|
|
|
559,770 |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
||||||||
|
Selling, general and administrative expense |
|
|
179,315 |
|
|
|
145,959 |
|
|
|
491,804 |
|
|
|
421,264 |
|
|
Management fees |
|
|
16,213 |
|
|
|
18,633 |
|
|
|
54,111 |
|
|
|
55,314 |
|
|
Amortization expense |
|
|
23,254 |
|
|
|
23,721 |
|
|
|
69,722 |
|
|
|
71,317 |
|
|
Impairment expense |
|
|
— |
|
|
|
— |
|
|
|
31,515 |
|
|
|
8,182 |
|
|
Operating income (loss) |
|
|
(11,067 |
) |
|
|
8,320 |
|
|
|
(34,864 |
) |
|
|
3,693 |
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
||||||||
|
Interest expense, net |
|
|
(66,721 |
) |
|
|
(31,620 |
) |
|
|
(136,668 |
) |
|
|
(86,483 |
) |
|
Amortization of debt issuance costs |
|
|
(826 |
) |
|
|
(1,005 |
) |
|
|
(2,922 |
) |
|
|
(3,014 |
) |
|
Loss on debt modification |
|
|
— |
|
|
|
— |
|
|
|
(2,827 |
) |
|
|
— |
|
|
Gain (loss) on sale of Crosman |
|
|
— |
|
|
|
388 |
|
|
|
— |
|
|
|
(24,218 |
) |
|
Other income (expense), net |
|
|
(2,343 |
) |
|
|
(37,769 |
) |
|
|
(14,311 |
) |
|
|
(125,853 |
) |
|
Net loss from continuing operations before income taxes |
|
|
(80,957 |
) |
|
|
(61,686 |
) |
|
|
(191,592 |
) |
|
|
(235,875 |
) |
|
Provision for income taxes |
|
|
5,763 |
|
|
|
2,772 |
|
|
|
25,659 |
|
|
|
21,475 |
|
|
Loss from continuing operations |
|
|
(86,720 |
) |
|
|
(64,458 |
) |
|
|
(217,251 |
) |
|
|
(257,350 |
) |
|
Income from discontinued operations, net of income tax |
|
|
— |
|
|
|
(1,088 |
) |
|
|
— |
|
|
|
101 |
|
|
Gain on sale of discontinued operations |
|
|
(523 |
) |
|
|
— |
|
|
|
2,326 |
|
|
|
3,345 |
|
|
Net loss |
|
|
(87,243 |
) |
|
|
(65,546 |
) |
|
|
(214,925 |
) |
|
|
(253,904 |
) |
|
Less: Net loss from continuing operations attributable to noncontrolling interest |
|
|
(13,228 |
) |
|
|
(28,922 |
) |
|
|
(59,700 |
) |
|
|
(87,480 |
) |
|
Less: Net loss from discontinued operations attributable to noncontrolling interest |
|
|
— |
|
|
|
(592 |
) |
|
|
— |
|
|
|
(1,163 |
) |
|
Net income (loss) attributable to Holdings |
|
$ |
(74,015 |
) |
|
$ |
(36,032 |
) |
|
$ |
(155,225 |
) |
|
$ |
(165,261 |
) |
|
|
|
|
|
|
|
|
|
|
||||||||
|
Amounts attributable to Holdings |
|
|
|
|
|
|
|
|
||||||||
|
Loss from continuing operations |
|
$ |
(73,492 |
) |
|
$ |
(35,536 |
) |
|
$ |
(157,551 |
) |
|
$ |
(169,870 |
) |
|
Income from discontinued operations |
|
|
— |
|
|
|
(496 |
) |
|
|
— |
|
|
|
1,264 |
|
|
Gain on sale of discontinued operations, net of income tax |
|
|
(523 |
) |
|
|
— |
|
|
|
2,326 |
|
|
|
3,345 |
|
|
Net loss attributable to Holdings |
|
$ |
(74,015 |
) |
|
$ |
(36,032 |
) |
|
$ |
(155,225 |
) |
|
$ |
(165,261 |
) |
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic income (loss) per common share attributable to Holdings |
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations |
|
$ |
(1.20 |
) |
|
$ |
(0.61 |
) |
|
$ |
(2.53 |
) |
|
$ |
(3.22 |
) |
|
Discontinued operations |
|
|
(0.01 |
) |
|
|
(0.01 |
) |
|
|
0.03 |
|
|
|
0.06 |
|
|
|
|
$ |
(1.21 |
) |
|
$ |
(0.62 |
) |
|
$ |
(2.50 |
) |
|
$ |
(3.16 |
) |
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic weighted average number of common shares outstanding |
|
|
75,236 |
|
|
|
75,645 |
|
|
|
75,236 |
|
|
|
75,437 |
|
Compass Diversified HoldingsConsolidated Statements of Operations(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands, except per share data)
Selling, general and administrative expense
Amortization of debt issuance costs
Gain (loss) on sale of Crosman
Other income (expense), net
Net loss from continuing operations before income taxes
Provision for income taxes
Loss from continuing operations
Income from discontinued operations, net of income tax
Gain on sale of discontinued operations
Less: Net loss from continuing operations attributable to noncontrolling interest
Less: Net loss from discontinued operations attributable to noncontrolling interest
Net income (loss) attributable to Holdings
Amounts attributable to Holdings
Loss from continuing operations
Income from discontinued operations
Gain on sale of discontinued operations, net of income tax
Net loss attributable to Holdings
Basic income (loss) per common share attributable to Holdings
Basic weighted average number of common shares outstanding
|
Compass Diversified Holdings |
||||||||||||||||
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
|
(in thousands, except per share amounts) |
|
|
2025 |
|
|
|
2024 |
|
|
|
2025 |
|
|
|
2024 |
|
|
|
|
|
|
(As Restated) |
|
|
|
(As Restated) |
||||||||
|
Net loss |
|
$ |
(87,243 |
) |
|
$ |
(65,546 |
) |
|
$ |
(214,925 |
) |
|
$ |
(253,904 |
) |
|
Income from discontinued operations, net of tax |
|
|
— |
|
|
|
(1,088 |
) |
|
|
— |
|
|
|
101 |
|
|
Gain on sale of discontinued operations, net of tax |
|
|
(523 |
) |
|
|
— |
|
|
|
2,326 |
|
|
|
3,345 |
|
|
Net loss from continuing operations |
|
$ |
(86,720 |
) |
|
$ |
(64,458 |
) |
|
$ |
(217,251 |
) |
|
$ |
(257,350 |
) |
|
Less: loss from continuing operations attributable to noncontrolling interest |
|
|
(13,228 |
) |
|
|
(28,922 |
) |
|
|
(59,700 |
) |
|
|
(87,480 |
) |
|
Net loss attributable to Holdings – continuing operations |
|
$ |
(73,492 |
) |
|
$ |
(35,536 |
) |
|
$ |
(157,551 |
) |
|
$ |
(169,870 |
) |
|
Adjustments: |
|
|
|
|
|
|
|
|
||||||||
|
Distributions paid – preferred shares |
|
|
(9,715 |
) |
|
|
(6,345 |
) |
|
|
(27,863 |
) |
|
|
(18,491 |
) |
|
Amortization expense – intangibles and inventory step up |
|
|
23,254 |
|
|
|
23,721 |
|
|
|
69,722 |
|
|
|
75,006 |
|
|
Impairment expense |
|
|
— |
|
|
|
— |
|
|
|
31,515 |
|
|
|
8,182 |
|
|
(Gain) loss on sale of Crosman |
|
|
— |
|
|
|
(388 |
) |
|
|
— |
|
|
|
24,218 |
|
|
Tax effect – loss on sale of Crosman |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,254 |
|
|
Stock compensation |
|
|
4,073 |
|
|
|
4,537 |
|
|
|
12,274 |
|
|
|
12,288 |
|
|
Acquisition expenses |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,479 |
|
|
Integration services fee |
|
|
— |
|
|
|
875 |
|
|
|
875 |
|
|
|
1,750 |
|
|
Other |
|
|
3,155 |
|
|
|
964 |
|
|
|
8,582 |
|
|
|
1,368 |
|
|
Adjusted Earnings |
|
$ |
(52,725 |
) |
|
$ |
(12,172 |
) |
|
$ |
(62,446 |
) |
|
$ |
(54,816 |
) |
|
Plus (less): |
|
|
|
|
|
|
|
|
||||||||
|
Depreciation expense |
|
|
10,884 |
|
|
|
10,178 |
|
|
|
34,247 |
|
|
|
31,249 |
|
|
Income tax provision |
|
|
5,763 |
|
|
|
2,772 |
|
|
|
25,659 |
|
|
|
21,475 |
|
|
Interest expense |
|
|
66,721 |
|
|
|
31,620 |
|
|
|
136,668 |
|
|
|
86,483 |
|
|
Amortization of debt issuance costs |
|
|
826 |
|
|
|
1,005 |
|
|
|
2,922 |
|
|
|
3,014 |
|
|
Loss on debt modification |
|
|
— |
|
|
|
— |
|
|
|
2,827 |
|
|
|
— |
|
|
Tax effect – loss on sale of Crosman |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7,254 |
) |
|
Income from continuing operations attributable to noncontrolling interest |
|
|
(13,228 |
) |
|
|
(28,922 |
) |
|
|
(59,700 |
) |
|
|
(87,480 |
) |
|
Distributions paid – preferred shares |
|
|
9,715 |
|
|
|
6,345 |
|
|
|
27,863 |
|
|
|
18,491 |
|
|
Other (income) expense |
|
|
2,343 |
|
|
|
37,769 |
|
|
|
14,311 |
|
|
|
125,853 |
|
|
Adjusted EBITDA |
|
$ |
30,299 |
|
|
$ |
48,595 |
|
|
$ |
122,351 |
|
|
$ |
137,015 |
|
Compass Diversified HoldingsNet Income (Loss) to Non-GAAP Adjusted Earnings and Non-GAAP Adjusted EBITDA(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands, except per share amounts)
Income from discontinued operations, net of tax
Gain on sale of discontinued operations, net of tax
Net loss from continuing operations
Less: loss from continuing operations attributable to noncontrolling interest
Net loss attributable to Holdings – continuing operations
Distributions paid – preferred shares
Amortization expense – intangibles and inventory step up
(Gain) loss on sale of Crosman
Tax effect – loss on sale of Crosman
Amortization of debt issuance costs
Tax effect – loss on sale of Crosman
Income from continuing operations attributable to noncontrolling interest
Distributions paid – preferred shares
|
Compass Diversified Holdings |
||||||||||||||||||||||||||||||||||||||||||||
|
|
|
Corporate |
|
|
5.11 |
|
|
BOA |
|
Lugano |
|
PrimaLoft |
|
THP |
|
Velocity Outdoor |
|
Altor |
|
Arnold |
|
Sterno |
|
Consolidated |
||||||||||||||||||||
|
Income (loss) from continuing operations |
|
$ |
(77,345 |
) |
|
$ |
9,628 |
|
|
$ |
5,399 |
|
|
$ |
(34,211 |
) |
|
$ |
(4,534 |
) |
|
$ |
196 |
|
|
$ |
1,318 |
|
|
$ |
(714 |
) |
|
$ |
7,546 |
|
|
$ |
5,997 |
|
|
$ |
(86,720 |
) |
|
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Provision (benefit) for income taxes |
|
|
9,601 |
|
|
|
3,006 |
|
|
|
1,573 |
|
|
|
— |
|
|
|
(1,439 |
) |
|
|
76 |
|
|
|
(72 |
) |
|
|
(265 |
) |
|
|
(8,643 |
) |
|
|
1,926 |
|
|
|
5,763 |
|
|
Interest expense, net |
|
|
61,480 |
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
5,084 |
|
|
|
(9 |
) |
|
|
(1 |
) |
|
|
21 |
|
|
|
— |
|
|
|
148 |
|
|
|
— |
|
|
|
66,721 |
|
|
Intercompany interest |
|
|
(40,752 |
) |
|
|
3,819 |
|
|
|
3,515 |
|
|
|
16,555 |
|
|
|
4,037 |
|
|
|
2,347 |
|
|
|
1,908 |
|
|
|
4,427 |
|
|
|
2,152 |
|
|
|
1,992 |
|
|
|
— |
|
|
Depreciation and amortization |
|
|
(251 |
) |
|
|
5,443 |
|
|
|
5,253 |
|
|
|
725 |
|
|
|
5,296 |
|
|
|
4,156 |
|
|
|
1,353 |
|
|
|
6,672 |
|
|
|
2,781 |
|
|
|
3,536 |
|
|
|
34,964 |
|
|
EBITDA |
|
|
(47,267 |
) |
|
|
21,895 |
|
|
|
15,739 |
|
|
|
(11,847 |
) |
|
|
3,351 |
|
|
|
6,774 |
|
|
|
4,528 |
|
|
|
10,120 |
|
|
|
3,984 |
|
|
|
13,451 |
|
|
|
20,728 |
|
|
Other (income) expense |
|
|
— |
|
|
|
(257 |
) |
|
|
118 |
|
|
|
1,288 |
|
|
|
8 |
|
|
|
(21 |
) |
|
|
(268 |
) |
|
|
1,587 |
|
|
|
4 |
|
|
|
(116 |
) |
|
|
2,343 |
|
|
Noncontrolling shareholder compensation |
|
|
— |
|
|
|
571 |
|
|
|
1,375 |
|
|
|
643 |
|
|
|
585 |
|
|
|
382 |
|
|
|
5 |
|
|
|
239 |
|
|
|
4 |
|
|
|
269 |
|
|
|
4,073 |
|
|
Other (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,889 |
|
|
|
149 |
|
|
|
117 |
|
|
|
3,155 |
|
|
Adjusted EBITDA |
|
$ |
(47,267 |
) |
|
$ |
22,209 |
|
|
$ |
17,232 |
|
|
$ |
(9,916 |
) |
|
$ |
3,944 |
|
|
$ |
7,135 |
|
|
$ |
4,265 |
|
|
$ |
14,835 |
|
|
$ |
4,141 |
|
|
$ |
13,721 |
|
|
$ |
30,299 |
|
|
|
||||||||||||||||||||||||||||||||||||||||||||
Compass Diversified HoldingsNet Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA ReconciliationThree Months Ended September 30, 2025(Unaudited)
Income (loss) from continuing operations
Provision (benefit) for income taxes
Depreciation and amortization
Noncontrolling shareholder compensation
(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 |
||||||||||||||||||||||||||||||||||||||||||||
|
|
|
Corporate |
|
|
5.11 |
|
|
BOA |
|
Lugano |
|
PrimaLoft |
|
THP |
|
Velocity Outdoor |
|
Altor |
|
Arnold |
|
Sterno |
|
Consolidated |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
(As Restated) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(As Restated) |
||||||||||||||||||||
|
Income (loss) from continuing operations |
|
$ |
(10,855 |
) |
|
$ |
9,737 |
|
|
$ |
3,902 |
|
|
$ |
(72,736 |
) |
|
$ |
(4,273 |
) |
|
$ |
(160 |
) |
|
$ |
1,831 |
|
|
$ |
2,682 |
|
|
$ |
2,260 |
|
|
$ |
3,154 |
|
|
$ |
(64,458 |
) |
|
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Provision (benefit) for income taxes |
|
|
— |
|
|
|
1,782 |
|
|
|
1,451 |
|
|
|
496 |
|
|
|
(2,315 |
) |
|
|
(20 |
) |
|
|
(2,223 |
) |
|
|
1,466 |
|
|
|
1,196 |
|
|
|
939 |
|
|
|
2,772 |
|
|
Interest expense, net |
|
|
27,239 |
|
|
|
(2 |
) |
|
|
(4 |
) |
|
|
4,262 |
|
|
|
(10 |
) |
|
|
(3 |
) |
|
|
(1 |
) |
|
|
— |
|
|
|
139 |
|
|
|
— |
|
|
|
31,620 |
|
|
Intercompany interest |
|
|
(39,258 |
) |
|
|
3,334 |
|
|
|
4,925 |
|
|
|
15,080 |
|
|
|
4,480 |
|
|
|
2,907 |
|
|
|
2,038 |
|
|
|
1,735 |
|
|
|
1,816 |
|
|
|
2,943 |
|
|
|
— |
|
|
Depreciation and amortization |
|
|
140 |
|
|
|
5,617 |
|
|
|
5,402 |
|
|
|
1,463 |
|
|
|
5,337 |
|
|
|
4,166 |
|
|
|
1,397 |
|
|
|
4,080 |
|
|
|
2,340 |
|
|
|
4,960 |
|
|
|
34,902 |
|
|
EBITDA |
|
|
(22,734 |
) |
|
|
20,468 |
|
|
|
15,676 |
|
|
|
(51,435 |
) |
|
|
3,219 |
|
|
|
6,890 |
|
|
|
3,042 |
|
|
|
9,963 |
|
|
|
7,751 |
|
|
|
11,996 |
|
|
|
4,836 |
|
|
Other (income) expense |
|
|
(1 |
) |
|
|
12 |
|
|
|
(110 |
) |
|
|
37,641 |
|
|
|
2 |
|
|
|
25 |
|
|
|
(164 |
) |
|
|
58 |
|
|
|
— |
|
|
|
(82 |
) |
|
|
37,381 |
|
|
Noncontrolling shareholder compensation |
|
|
— |
|
|
|
544 |
|
|
|
1,504 |
|
|
|
459 |
|
|
|
828 |
|
|
|
540 |
|
|
|
186 |
|
|
|
237 |
|
|
|
4 |
|
|
|
235 |
|
|
|
4,537 |
|
|
Integration services fee |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
875 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
875 |
|
|
Other |
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
880 |
|
|
|
83 |
|
|
|
966 |
|
|
Adjusted EBITDA |
|
$ |
(22,732 |
) |
|
$ |
21,024 |
|
|
$ |
17,070 |
|
|
$ |
(13,335 |
) |
|
$ |
4,049 |
|
|
$ |
8,330 |
|
|
$ |
3,064 |
|
|
$ |
10,258 |
|
|
$ |
8,635 |
|
|
$ |
12,232 |
|
|
$ |
48,595 |
|
Compass Diversified HoldingsNet Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA ReconciliationThree Months Ended September 30, 2024(Unaudited)
Income (loss) from continuing operations
Provision (benefit) for income taxes
Depreciation and amortization
Noncontrolling shareholder compensation
|
Compass Diversified Holdings |
||||||||||||||||||||||||||||||||||||||||||||
|
|
|
Corporate |
|
|
5.11 |
|
|
BOA |
|
Lugano |
|
PrimaLoft |
|
THP |
|
Velocity Outdoor |
|
Altor |
|
Arnold |
|
Sterno |
|
Consolidated |
||||||||||||||||||||
|
Income (loss) from continuing operations |
|
$ |
(105,368 |
) |
|
$ |
18,392 |
|
|
$ |
22,656 |
|
|
$ |
(154,653 |
) |
|
$ |
(4,710 |
) |
|
$ |
2,785 |
|
|
$ |
(5,413 |
) |
|
$ |
492 |
|
|
$ |
(7,395 |
) |
|
$ |
15,963 |
|
|
$ |
(217,251 |
) |
|
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Provision (benefit) for income taxes |
|
|
9,601 |
|
|
|
5,468 |
|
|
|
3,796 |
|
|
|
(255 |
) |
|
|
(511 |
) |
|
|
846 |
|
|
|
41 |
|
|
|
377 |
|
|
|
1,172 |
|
|
|
5,124 |
|
|
|
25,659 |
|
|
Interest expense, net |
|
|
115,406 |
|
|
|
(3 |
) |
|
|
(3 |
) |
|
|
20,846 |
|
|
|
(22 |
) |
|
|
(8 |
) |
|
|
8 |
|
|
|
— |
|
|
|
444 |
|
|
|
— |
|
|
|
136,668 |
|
|
Intercompany interest |
|
|
(121,688 |
) |
|
|
10,910 |
|
|
|
11,235 |
|
|
|
48,360 |
|
|
|
12,180 |
|
|
|
7,371 |
|
|
|
5,004 |
|
|
|
13,980 |
|
|
|
6,186 |
|
|
|
6,462 |
|
|
|
— |
|
|
Loss on debt extinguishment |
|
|
2,827 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,827 |
|
|
Depreciation and amortization |
|
|
(283 |
) |
|
|
16,746 |
|
|
|
15,749 |
|
|
|
3,793 |
|
|
|
15,950 |
|
|
|
12,475 |
|
|
|
4,090 |
|
|
|
19,787 |
|
|
|
8,062 |
|
|
|
10,522 |
|
|
|
106,891 |
|
|
EBITDA |
|
|
(99,505 |
) |
|
|
51,513 |
|
|
|
53,433 |
|
|
|
(81,909 |
) |
|
|
22,887 |
|
|
|
23,469 |
|
|
|
3,730 |
|
|
|
34,636 |
|
|
|
8,469 |
|
|
|
38,071 |
|
|
|
54,794 |
|
|
Other (income) expense |
|
|
12 |
|
|
|
(394 |
) |
|
|
223 |
|
|
|
13,017 |
|
|
|
20 |
|
|
|
18 |
|
|
|
(478 |
) |
|
|
2,177 |
|
|
|
25 |
|
|
|
(309 |
) |
|
|
14,311 |
|
|
Non-controlling shareholder compensation |
|
|
— |
|
|
|
1,738 |
|
|
|
4,089 |
|
|
|
2,185 |
|
|
|
1,753 |
|
|
|
826 |
|
|
|
127 |
|
|
|
726 |
|
|
|
12 |
|
|
|
818 |
|
|
|
12,274 |
|
|
Impairment expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
31,515 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
31,515 |
|
|
Integration services fee |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
875 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
875 |
|
|
Other (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,943 |
|
|
|
2,359 |
|
|
|
280 |
|
|
|
8,582 |
|
|
Adjusted EBITDA |
|
$ |
(99,493 |
) |
|
$ |
52,857 |
|
|
$ |
57,745 |
|
|
$ |
(35,192 |
) |
|
$ |
24,660 |
|
|
$ |
25,188 |
|
|
$ |
3,379 |
|
|
$ |
43,482 |
|
|
$ |
10,865 |
|
|
$ |
38,860 |
|
|
$ |
122,351 |
|
|
|
||||||||||||||||||||||||||||||||||||||||||||
Compass Diversified HoldingsNet Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA ReconciliationNine Months Ended September 30, 2025(Unaudited)
Income (loss) from continuing operations
Provision (benefit) for income taxes
Loss on debt extinguishment
Depreciation and amortization
Non-controlling shareholder compensation
(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 |
||||||||||||||||||||||||||||||||||||||||||||
|
|
|
Corporate |
|
|
5.11 |
|
|
BOA |
|
Lugano |
|
PrimaLoft |
|
THP |
|
Velocity Outdoor |
|
Altor |
|
Arnold |
|
Sterno |
|
Consolidated |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
(As Restated) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(As Restated) |
|||||||||||||||||||||
|
Income (loss) from continuing operations |
|
$ |
(27,589 |
) |
|
$ |
18,594 |
|
|
$ |
16,248 |
|
|
$ |
(218,166 |
) |
|
$ |
(5,261 |
) |
|
$ |
(7,764 |
) |
|
$ |
(53,368 |
) |
|
$ |
6,076 |
|
|
$ |
6,169 |
|
|
$ |
7,711 |
|
|
$ |
(257,350 |
) |
|
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Provision (benefit) for income taxes |
|
|
— |
|
|
|
4,792 |
|
|
|
3,920 |
|
|
|
1,041 |
|
|
|
(1,731 |
) |
|
|
(2,589 |
) |
|
|
7,074 |
|
|
|
3,192 |
|
|
|
3,182 |
|
|
|
2,594 |
|
|
|
21,475 |
|
|
Interest expense, net |
|
|
77,280 |
|
|
|
(3 |
) |
|
|
(16 |
) |
|
|
8,992 |
|
|
|
(15 |
) |
|
|
(28 |
) |
|
|
53 |
|
|
|
— |
|
|
|
220 |
|
|
|
— |
|
|
|
86,483 |
|
|
Intercompany interest |
|
|
(115,845 |
) |
|
|
10,114 |
|
|
|
15,716 |
|
|
|
40,417 |
|
|
|
13,526 |
|
|
|
7,827 |
|
|
|
7,620 |
|
|
|
5,612 |
|
|
|
5,313 |
|
|
|
9,700 |
|
|
|
— |
|
|
Depreciation and amortization |
|
|
624 |
|
|
|
17,198 |
|
|
|
16,251 |
|
|
|
3,865 |
|
|
|
15,987 |
|
|
|
14,811 |
|
|
|
6,679 |
|
|
|
12,250 |
|
|
|
6,754 |
|
|
|
14,850 |
|
|
|
109,269 |
|
|
EBITDA |
|
|
(65,530 |
) |
|
|
50,695 |
|
|
|
52,119 |
|
|
|
(163,851 |
) |
|
|
22,506 |
|
|
|
12,257 |
|
|
|
(31,942 |
) |
|
|
27,130 |
|
|
|
21,638 |
|
|
|
34,855 |
|
|
|
(40,123 |
) |
|
Other (income) expense |
|
|
462 |
|
|
|
86 |
|
|
|
22 |
|
|
|
121,477 |
|
|
|
5 |
|
|
|
(5 |
) |
|
|
25,734 |
|
|
|
2,722 |
|
|
|
(9 |
) |
|
|
(423 |
) |
|
|
150,071 |
|
|
Non-controlling shareholder compensation |
|
|
— |
|
|
|
1,630 |
|
|
|
4,352 |
|
|
|
1,662 |
|
|
|
1,823 |
|
|
|
1,157 |
|
|
|
556 |
|
|
|
741 |
|
|
|
13 |
|
|
|
354 |
|
|
|
12,288 |
|
|
Impairment expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,182 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,182 |
|
|
Acquisition expenses |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,479 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,479 |
|
|
Integration services fee |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,750 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,750 |
|
|
Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
90 |
|
|
|
— |
|
|
|
— |
|
|
|
880 |
|
|
|
398 |
|
|
|
1,368 |
|
|
Adjusted EBITDA |
|
$ |
(65,068 |
) |
|
$ |
52,411 |
|
|
$ |
56,493 |
|
|
$ |
(40,712 |
) |
|
$ |
24,334 |
|
|
$ |
18,728 |
|
|
$ |
2,530 |
|
|
$ |
30,593 |
|
|
$ |
22,522 |
|
|
$ |
35,184 |
|
|
$ |
137,015 |
|
Compass Diversified HoldingsNet Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA ReconciliationNine Months Ended September 30, 2024(Unaudited)
Income (loss) from continuing operations
Provision (benefit) for income taxes
Depreciation and amortization
Non-controlling shareholder compensation
|
Compass Diversified Holdings |
||||||||||||||||
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
|
|
|
|
2025 |
|
|
|
2024 |
|
|
|
2025 |
|
|
|
2024 |
|
|
(in thousands) |
|
|
|
(As Restated) |
|
|
|
(As Restated) |
||||||||
|
Branded Consumer |
|
|
|
|
|
|
|
|
||||||||
|
5.11 |
|
$ |
22,209 |
|
|
$ |
21,024 |
|
|
$ |
52,857 |
|
|
$ |
52,411 |
|
|
BOA |
|
|
17,232 |
|
|
|
17,070 |
|
|
|
57,745 |
|
|
|
56,493 |
|
|
Lugano |
|
|
(9,916 |
) |
|
|
(13,335 |
) |
|
|
(35,192 |
) |
|
|
(40,712 |
) |
|
PrimaLoft |
|
|
3,944 |
|
|
|
4,049 |
|
|
|
24,660 |
|
|
|
24,334 |
|
|
The Honey Pot Co. (1) |
|
|
7,135 |
|
|
|
8,330 |
|
|
|
25,188 |
|
|
|
18,728 |
|
|
Velocity Outdoor |
|
|
4,265 |
|
|
|
3,064 |
|
|
|
3,379 |
|
|
|
2,530 |
|
|
Total Branded Consumer |
|
$ |
44,869 |
|
|
$ |
40,202 |
|
|
$ |
128,637 |
|
|
$ |
113,784 |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Niche Industrial |
|
|
|
|
|
|
|
|
||||||||
|
Altor Solutions |
|
|
14,835 |
|
|
|
10,258 |
|
|
|
43,482 |
|
|
|
30,593 |
|
|
Arnold Magnetics |
|
|
4,141 |
|
|
|
8,635 |
|
|
|
10,865 |
|
|
|
22,522 |
|
|
Sterno |
|
|
13,721 |
|
|
|
12,232 |
|
|
|
38,860 |
|
|
|
35,184 |
|
|
Total Niche Industrial |
|
$ |
32,697 |
|
|
$ |
31,125 |
|
|
$ |
93,207 |
|
|
$ |
88,299 |
|
|
Corporate expense |
|
|
(47,267 |
) |
|
|
(22,732 |
) |
|
|
(99,493 |
) |
|
|
(65,068 |
) |
|
Total Adjusted EBITDA |
|
$ |
30,299 |
|
|
$ |
48,595 |
|
|
$ |
122,351 |
|
|
$ |
137,015 |
|
|
|
||||||||||||||||
Compass Diversified HoldingsNon-GAAP Adjusted EBITDA(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
(1) The above results for The Honey Pot Co. do not include management’s estimate of Adjusted EBITDA, before the Company’s ownership of $3.9 million for the nine months ended September 30, 2024. The Honey Pot Co. was acquired on January 31, 2024.
|
Compass Diversified Holdings |
||||||||||||||||
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
|
(in thousands) |
|
|
2025 |
|
|
|
2024 |
|
|
|
2025 |
|
|
|
2024 |
|
|
|
|
|
|
|
(As Restated) |
|
|
|
|
|
(As Restated) |
|
||||
|
Net Sales |
|
$ |
472,562 |
|
|
$ |
456,553 |
|
|
$ |
1,405,027 |
|
|
$ |
1,294,084 |
|
|
Acquisitions (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,671 |
|
|
Pro Forma Net Sales |
|
$ |
472,562 |
|
|
$ |
456,553 |
|
|
$ |
1,405,027 |
|
|
$ |
1,304,755 |
|
|
|
||||||||||||||||
Compass Diversified HoldingsNet Sales to Pro Forma Net Sales Reconciliation(unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
(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 |
||||||||||||||||
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
|
|
|
|
2025 |
|
|
|
2024 |
|
|
|
2025 |
|
|
|
2024 |
|
|
(in thousands) |
|
|
|
|
(As Restated) |
|
|
|
|
|
(As Restated) |
|
||||
|
Branded Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
5.11 |
|
$ |
143,240 |
|
|
$ |
139,218 |
|
|
$ |
404,052 |
|
|
$ |
387,393 |
|
|
BOA |
|
|
43,941 |
|
|
|
45,607 |
|
|
|
141,187 |
|
|
|
142,670 |
|
|
Lugano |
|
|
17,350 |
|
|
|
14,269 |
|
|
|
70,966 |
|
|
|
37,087 |
|
|
PrimaLoft |
|
|
13,294 |
|
|
|
13,686 |
|
|
|
61,794 |
|
|
|
61,518 |
|
|
The Honey Pot (1) |
|
|
34,727 |
|
|
|
31,545 |
|
|
|
103,716 |
|
|
|
55,018 |
|
|
Velocity Outdoor |
|
|
29,040 |
|
|
|
28,809 |
|
|
|
57,454 |
|
|
|
48,610 |
|
|
Total Branded Consumer |
|
$ |
281,592 |
|
|
$ |
273,134 |
|
|
$ |
839,169 |
|
|
$ |
732,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Niche Industrial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Altor Solutions |
|
$ |
79,824 |
|
|
|
52,129 |
|
|
$ |
239,386 |
|
|
$ |
157,746 |
|
|
Arnold Magnetics |
|
|
37,686 |
|
|
|
46,103 |
|
|
|
110,126 |
|
|
|
130,545 |
|
|
Sterno |
|
|
73,460 |
|
|
|
85,187 |
|
|
|
216,346 |
|
|
|
223,814 |
|
|
Total Niche Industrial |
|
$ |
190,970 |
|
|
$ |
183,419 |
|
|
$ |
565,858 |
|
|
$ |
512,105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Subsidiary Net Sales |
|
$ |
472,562 |
|
|
$ |
456,553 |
|
|
$ |
1,405,027 |
|
|
$ |
1,244,401 |
|
|
|
||||||||||||||||
Compass Diversified HoldingsSubsidiary Pro Forma Net Sales(unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
Total Subsidiary Net Sales
(1) Net sales for The Honey Pot Co. are pro forma as if the Company had acquired this business on January 1, 2024.