EX-99.1 2 exhibit991earningsreleaseq.htm EX-99.1 Document

Exhibit 99.1
codilogo2025.jpg


Compass Diversified Completes Restatement of Previously Issued Financial Statements
Westport, Conn., December 8, 2025 (GLOBE NEWSWIRE) -- Compass Diversified (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle-market branded consumer and industrial businesses, today announced the filing of its restated financial results for fiscal years 2022, 2023, and 2024 and the financial information for each of the interim periods included within those years.
“We are pleased to have completed this extensive restatement process. The financial and accounting fraud perpetrated by the former CEO of Lugano Holding, Inc. (“Lugano”) was pervasive, complex and isolated to Lugano. Our restatement is an important step in putting this chapter behind us,” said Elias Sabo, CEO of CODI. “We are focused on reducing our leverage and continuing to execute on the strategy that has made CODI successful since inception: managing and growing high-quality middle-market companies to generate durable, long-term value for our shareholders.”
“Importantly, our eight other subsidiaries were not involved with the events at Lugano and, collectively, continue to perform well. Their execution highlights the strength of these businesses and the resilience of our business model," Sabo continued. As a result, we are adjusting our full year 2025 guidance for Subsidiary Adjusted EBITDA to between $330 million and $360 million, which is consistent with our prior guidance, when you exclude Lugano.”
Sabo added, “We are in active discussions with our senior lenders regarding an amendment to our credit agreement that would provide additional relief and flexibility with respect to our current leverage profile and certain other covenants. We currently anticipate announcing an amendment in the coming weeks.”
In the coming weeks CODI also expects to file 2025 first, second and third quarter financial results on Form 10-Q, which will bring the Company back into compliance with the Securities and Exchange Commission's annual and quarterly filing requirements.
Note Regarding Use of Non-GAAP Financial Measures
Adjusted EBITDA is a non-GAAP measure used by the Company to assess its performance. We have reconciled Adjusted EBITDA to Income (Loss) from Continuing Operations on the attached schedules. We consider Income (Loss) from Continuing Operations to be the most directly comparable GAAP financial measure to Adjusted EBITDA. We believe that Adjusted EBITDA provides useful information to investors and reflects important financial measures as it 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 Income (Loss) from Continuing Operations, Adjusted EBITDA is limited in that it does 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.
In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, we have not reconciled 2025 consolidated 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 is 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, potential amendments to CODI’s credit agreement and potential relief granted by CODI’s lenders 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,” “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 CODI’s actual results and outcomes to differ, perhaps materially, including but not limited to: the discovery of additional information relevant to the Lugano investigation; a further material delay in CODI’s financial reporting or ability to hold an annual meeting of stockholders; the impacts of restatement; 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 investigation, including CODI’s representations regarding its financial statements, and current and future litigation, enforcement actions or investigations relating to CODI’s internal controls, restatement reviews, the Lugano investigation or related matters. Please see CODI’s Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2024 filed with the SEC on December 8, 2025 for other risk factors that you should consider in connection with such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date such statements have been made. Except as required by law, CODI does not undertake any public obligation to update any forward-looking statements to reflect events, circumstances, or new information after the date of this press release, or to reflect the occurrence of unanticipated events.


Investor Relations
Compass Diversified
irinquiry@compassdiversified.com






Compass Diversified Holdings
Condensed Consolidated Balance Sheets

December 31, 2024December 31, 2023
(in thousands)(As Restated)(As Restated)
Assets
Current assets
Cash and cash equivalents
$59,659 $446,616 
Accounts receivable, net
207,172 185,237 
Inventories, net571,248 522,509 
Prepaid expenses and other current assets
126,692 77,769 
Current assets of discontinued operations— 36,915 
Total current assets
964,771 1,269,046 
Property, plant and equipment, net244,746 191,283 
Goodwill895,916 773,569 
Intangible assets, net983,396 808,344 
Other non-current assets208,593 195,016 
Non-current assets of discontinued operations— 87,883 
Total assets$3,297,422 $3,325,141 
Liabilities and stockholders’ equity
Current liabilities
Accounts payable $103,239 $90,708 
Accrued expenses318,476 237,817 
Due to related parties18,036 16,025 
Current portion, long-term debt1,774,290 1,671,879 
Subsidiary financing arrangements169,765 100,741 
Other current liabilities49,617 34,812 
Current liabilities of discontinued operations— 8,986 
Total current liabilities2,433,423 2,160,968 
Deferred income taxes108,091 103,264 
Other non-current liabilities225,334 203,207 
Non-current liabilities of discontinued operations— 1,277 
Total liabilities2,766,848 2,468,716 
Stockholders' equity
Total stockholders' equity attributable to Holdings678,620 929,660 
Noncontrolling interest (148,046)(89,991)
Noncontrolling interest of discontinued operations— 16,756 
Total stockholders' equity
530,574 856,425 
Total liabilities and stockholders’ equity$3,297,422 $3,325,141 





Compass Diversified Holdings
Consolidated Statements of Operations


Year ended December 31,
20242023
(in thousands, except per share data)(As Restated)(As Restated)
Net revenues$1,788,013 $1,689,920 
Cost of revenues1,037,594 1,015,200 
Gross profit750,419 674,720 
Operating expenses:
Selling, general and administrative expense587,521 502,013 
Management fees74,767 67,945 
Amortization expense94,817 83,574 
Impairment expense8,182 90,597 
Operating income (loss)(14,868)(69,409)
Other income (expense):
Interest expense, net(122,802)(109,892)
Amortization of debt issuance costs(4,018)(4,038)
Loss on sale of Crosman(24,218)— 
Other income (expense), net(143,304)(83,114)
Net income (loss) before income taxes(309,210)(266,453)
Provision for income taxes18,612 8,198 
Income (loss) from continuing operations(327,822)(274,651)
Income (loss) from discontinued operations, net of income tax(6,905)24,208 
Gain on sale of discontinued operations11,957 283,025 
Net income(322,770)32,582 
Less: Net income (loss) attributable to noncontrolling interest(111,025)(75,761)
Less: Net income (loss) from discontinued operations attributable to noncontrolling interest(2,884)(304)
Net income attributable to Holdings$(208,861)$108,647 
Basic income (loss) per common share attributable to Holdings
Continuing operations$(3.94)$(3.57)
Discontinued operations0.11 4.27 
$(3.83)$0.70 
Basic weighted average number of common shares outstanding75,454 72,105 
Cash distributions declared per Trust common share$1.00 $1.00 




Restatement of Previously Issued Consolidated Financial Statements
The Company has restated its consolidated financial statements for the fiscal years ended December 31, 2024 and 2023 below. Below is a summary description of the significant adjustments made in connection with the restatement of the Consolidated Balance Sheet and Consolidated Statement of Operations for the fiscal years ended December 31, 2024 and 2023:

Consolidated Balance Sheets
ADJ 1Accounts Receivable - amounts were recorded at Lugano as accounts receivable which did not represent activity associated with a valid revenue transaction.
ADJ 2Inventory and Other Current Assets - amounts were recorded at Lugano as purchases of inventory or vendor prepayments which did not represent valid purchases. Invalid inventory transactions were also recorded in connection with barter purchases of jewelry or gems from customers in exchange for reducing accounts receivable transactions, and in connection with invalid revenue transactions. Other current assets increased as a result of the revised Lugano tax provision and a tax receivable that was recorded in each of the years presented in the consolidated financial statements.
ADJ 3Goodwill and Intangible Assets - the purchase price allocation of the assets acquired and liabilities assumed in the acquisition of Lugano in September 2021 was based upon materially incorrect financial information. As a result, the Company re-performed the purchase price allocation, which resulted in a change in the fair value of the intangible assets acquired and the calculation of goodwill. Additionally, due to the adjustments to historical financial information that resulted from the Lugano Investigation, the Company determined that a triggering event had occurred as of December 31, 2021 and December 31, 2022 and performed impairment testing of the goodwill and definite lived intangibles at Lugano as of these dates, resulting in the impairment of these balances.
ADJ 4Accrued expenses - Unrecorded liabilities related to inventory transactions at Lugano and accrued interest associated with the Lugano Financing Arrangements have been recorded in the consolidated balance sheets
ADJ 5
Financing arrangements - Lugano entered into various financing arrangements with third parties that were not previously recorded in the historical financial statements of Lugano as debt. In connection with the Lugano Investigation, the Company determined that certain cash recorded as reduction of accounts receivable or purchases of inventory actually represented unrecorded financing arrangements made with third parties to purportedly jointly invest with Lugano in the purchase of a specified jewelry piece. These arrangements represent debt that has been recorded on the Company's consolidated balance sheets as such.
ADJ 6Noncontrolling interest - the correction of the misstatements resulted in a decrease in the balance of noncontrolling interest at Lugano, and reduced the noncontrolling income that previously had been recorded related to Lugano.
Consolidated Statement of Operations
ADJ 7Net revenues - net revenues at Lugano were overstated in each of the periods presented as a result of the recording of invalid revenue transactions or the misrepresentation of funds received as revenue.
ADJ 8Cost of revenues - cost of revenues at Lugano was overstated in each of the periods presented as a result of the recording of the cost of revenues associated with invalid revenue transactions and the misapplication of funds paid as inventory purchases.
ADJ 9Interest expense, net - interest expense associated with the Lugano financing arrangements described above have been recorded in the consolidated statement of operations in each of the periods presented.
ADJ 10
Other income (expense), net - reflects the expense recognized at Lugano related to losses resulting from the accounting for the transactions associated with the Lugano financing arrangements.
ADJ 11Income tax provision (benefit) - the income tax provision (benefit) at Lugano has been recalculated in each of the periods presented as a result of the effect of the aforementioned adjustments to the consolidated statement of operations.



Compass Diversified Holdings
Consolidated Balance Sheet

December 31, 2024
ADJ ReferenceAs ReportedAdjustmentsAs Restated
Assets
Current assets:
Cash and cash equivalents$59,727 (68)$59,659 
Accounts receivable, netADJ 1444,386 (237,214)207,172 
Inventories, netADJ 2962,408 (391,160)571,248 
Prepaid expenses and other current assetsADJ 2101,129 25,563 126,692 
Total current assets1,567,650 (602,879)964,771 
Property, plant and equipment, net244,746 — 244,746 
GoodwillADJ 3982,253 (86,337)895,916 
Intangible assets, netADJ 31,049,186 (65,790)983,396 
Other non-current assets208,587 208,593 
Total assets$4,052,422 $(755,000)$3,297,422 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable104,304 (1,065)103,239 
Accrued expensesADJ 4197,829 120,647 318,476 
Due to related parties 18,036 — 18,036 
Current portion, long-term debt (1)
15,000 1,759,290 1,774,290 
Subsidiary financing arrangementsADJ 5— 169,765 169,765 
Other current liabilities49,617 — 49,617 
Total current liabilities384,786 2,048,637 2,433,423 
Deferred income taxes119,948 (11,857)108,091 
Long-term debt (1)
1,759,290 (1,759,290)— 
Other non-current liabilities225,334 — 225,334 
Total liabilities2,489,358 277,490 2,766,848 
Stockholders’ equity
Trust preferred shares, 50,000 authorized; 17,497 shares issued and outstanding at December 31, 2024
Series A preferred shares, no par value, 4,551 shares issued and outstanding at December 31, 2024
109,159 — 109,159 
Series B preferred shares, no par value, 6,192 shares issued and outstanding at December 31, 2024
147,906 — 147,906 
Series C preferred shares, no par value, 6,754 shares issued and outstanding at December 31, 2024
161,767 — 161,767 
Trust common shares, no par value, 500,000 authorized; 76,135 shares issued and 75,236 shares outstanding at December 31, 2024
1,289,010 — 1,289,010 
Treasury shares, at cost(18,910)— (18,910)
Accumulated other comprehensive income (loss)(5,815)478 (5,337)
Accumulated deficit(386,324)(618,651)(1,004,975)
Total stockholders’ equity attributable to Holdings1,296,793 (618,173)678,620 
Noncontrolling interestADJ 6266,271 (414,317)(148,046)
Total stockholders’ equity1,563,064 (1,032,490)530,574 
Total liabilities and stockholders’ equity$4,052,422 $(755,000)$3,297,422 
(1) In retrospectively testing financial covenant compliance under the Company's 2022 Credit Facility in each of the years ended December 31, 2024, 2023 and 2022 in reliance on the restated consolidated financial information, the Company would not have been in compliance with such financial covenants as of the years ended December 31, 2024 and 2023. As a result, the 2022 Term Loan and 2022 Revolving Credit Facility have been classified as current in the Consolidated Financial Statements as of December 31, 2024 and 2023. Additionally, because the 2029 Senior Notes and 2032 Senior Notes may have been subject to acceleration had the lenders under the 2022 Credit Facility exercised their acceleration rights during such historical periods, the 2029 Senior Notes and 2032 Senior Notes have also been classified as current at December 31, 2024 and 2023.



Compass Diversified Holdings
Consolidated Statement of Operations


Year Ended December 31, 2024
ADJ ReferenceAs ReportedAdjustmentsAs Restated
Net revenuesADJ 7$2,198,233 $(410,220)$1,788,013 
Cost of revenuesADJ 81,197,873 (160,279)1,037,594 
Gross profit1,000,360 (249,941)750,419 
Operating expenses:
Selling, general and administrative expense587,521 — 587,521 
Management fees74,767 — 74,767 
Amortization expenseADJ 399,760 (4,943)94,817 
Impairment expense8,182 — 8,182 
Operating income (loss)230,130 (244,998)(14,868)
Other income (expense):
Interest expense, netADJ 9(106,683)(16,119)(122,802)
Amortization of debt issuance costs(4,018)— (4,018)
Loss on sale of Crosman(24,218)— (24,218)
Other income (expense), netADJ 10(3,902)(139,402)(143,304)
Income (loss) from continuing operations before income taxes91,309 (400,519)(309,210)
Provision for income taxesADJ 1149,012 (30,400)18,612 
Income (loss) from continuing operations42,297 (370,119)(327,822)
Loss from discontinued operations, net of income tax(6,905)— (6,905)
Gain on sale of discontinued operations, net of income tax11,957 — 11,957 
Net income (loss)47,349 (370,119)(322,770)
Less: Net income (loss) from continuing operations attributable to noncontrolling interest37,426 (148,451)(111,025)
Less: Net loss from discontinued operations attributable to noncontrolling interest(2,884)— (2,884)
Net income (loss) attributable to Holdings$12,807 $(221,668)$(208,861)
Amounts attributable to common shares of Holdings:
Income (loss) from continuing operations$4,871 $(221,668)$(216,797)
Loss from discontinued operations, net of income tax(4,021)— (4,021)
Gain on sale of discontinued operations, net of income tax11,957 — 11,957 
Net income (loss) attributable to Holdings$12,807 $(221,668)$(208,861)
Basic and fully diluted income (loss) per share attributable to Holdings
Continuing operations(1.25)(2.69)(3.94)
Discontinued operations0.11 — 0.11 
$(1.14)$(2.69)$(3.83)




Compass Diversified Holdings
Consolidated Balance Sheet

December 31, 2023
ADJ ReferenceAs ReportedAdjustmentsAs Restated
Assets
Current assets:
Cash and cash equivalents446,684 (68)446,616 
Accounts receivable, netADJ 1308,183 (122,946)185,237 
Inventories, netADJ 2723,194 (200,685)522,509 
Prepaid expenses and other current assetsADJ 288,844 (11,075)77,769 
Current assets of discontinued operations36,915 — 36,915 
Total current assets1,603,820 (334,774)1,269,046 
Property, plant and equipment, net191,283 — 191,283 
GoodwillADJ 3859,907 (86,338)773,569 
Intangible assets, netADJ 3879,078 (70,734)808,344 
Other non-current assets195,010 195,016 
Non-current assets of discontinued operations87,883 — 87,883 
Total assets$3,816,981 $(491,840)$3,325,141 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable91,089 (381)90,708 
Accrued expensesADJ 4151,443 86,374 237,817 
Due to related parties 16,025 — 16,025 
Current portion, long-term debt (1)
10,000 1,661,879 1,671,879 
Subsidiary financing arrangementsADJ 5— 100,741 100,741 
Other current liabilities34,812 — 34,812 
Current liabilities of discontinued operations8,986 — 8,986 
Total current liabilities312,355 1,848,613 2,160,968 
Deferred income taxes118,882 (15,618)103,264 
Long-term debt (1)
1,661,879 (1,661,879)— 
Other non-current liabilities203,207 — 203,207 
Non-current liabilities of discontinued operations1,277 — 1,277 
Total liabilities2,297,600 171,116 2,468,716 
Stockholders’ equity
Trust preferred shares, 50,000 authorized; 12,600 shares issued and outstanding at December 31, 2023
Series A preferred shares, no par value, 4,000 shares issued and outstanding at December 31, 2023
96,417 — 96,417 
Series B preferred shares, no par value, 4,000 shares issued and outstanding at December 31, 2023
96,504 — 96,504 
Series C preferred shares, no par value, 4,600 shares issued and outstanding at December 31, 2023
110,997 — 110,997 
Trust common shares, no par value, 500,000 authorized; 75,753 shares issued and 75,270 shares outstanding at December 31, 2023
1,281,303 — 1,281,303 
Treasury shares, at cost(9,339)— (9,339)
Accumulated other comprehensive income (loss)111 (108)
Accumulated deficit(249,243)(396,982)(646,225)
Total stockholders’ equity attributable to Holdings1,326,750 (397,090)929,660 
Noncontrolling interestADJ 6175,875 (265,866)(89,991)
Noncontrolling interest of discontinued operations16,756 — 16,756 
Total stockholders’ equity1,519,381 (662,956)856,425 
Total liabilities and stockholders’ equity$3,816,981 $(491,840)$3,325,141 
(1) In retrospectively testing financial covenant compliance under the Company's 2022 Credit Facility in each of the years ended December 31, 2024, 2023 and 2022 in reliance on the restated consolidated financial information, the Company would not have been in compliance with such financial covenants as of the years ended December 31, 2024 and 2023. As a result, the 2022 Term Loan and 2022 Revolving Credit Facility have been classified as current in the Consolidated Financial Statements as of December 31, 2024 and 2023. Additionally, because the 2029 Senior Notes and 2032 Senior Notes may have been subject to acceleration had the lenders under the 2022 Credit Facility exercised their acceleration rights during such historical periods, the 2029 Senior Notes and 2032 Senior Notes have also been classified as current at December 31, 2024 and 2023.



Compass Diversified Holdings
Consolidated Statement of Operations


Year Ended December 31, 2023
ADJ ReferenceAs ReportedAdjustmentsAs Restated
Net revenuesADJ 7$1,965,017 $(275,097)$1,689,920 
Cost of revenuesADJ 81,132,014 (116,814)1,015,200 
Gross profit833,003 (158,283)674,720 
Operating expenses:
Selling, general and administrative expense502,013 — 502,013 
Management fees67,945 — 67,945 
Amortization expenseADJ 388,396 (4,822)83,574 
Impairment expense89,400 1,197 90,597 
Operating income (loss)85,249 (154,658)(69,409)
Other income (expense):
Interest expense, netADJ 9(105,179)(4,713)(109,892)
Amortization of debt issuance costs(4,038)— (4,038)
Other income (expense), netADJ 101,779 (84,893)(83,114)
Income (loss) from continuing operations before income taxes(22,189)(244,264)(266,453)
Provision for income taxesADJ 1122,639 (14,441)8,198 
Income (loss) from continuing operations(44,828)(229,823)(274,651)
Income (loss) from discontinued operations, net of income tax24,208 — 24,208 
Gain on sale of discontinued operations, net of income tax283,025 — 283,025 
Net income262,405 (229,823)32,582 
Less: Net income from continuing operations attributable to noncontrolling interest16,423 (92,184)(75,761)
Less: Net income (loss) from discontinued operations attributable to noncontrolling interest(304)— (304)
Net income attributable to Holdings$246,286 $(137,639)$108,647 
Amounts attributable to common shares of Holdings:
Loss from continuing operations$(61,251)$(137,639)$(198,890)
Income from discontinued operations, net of income tax24,512 — 24,512 
Gain on sale of discontinued operations, net of income tax283,025 — 283,025 
Net income attributable to Holdings$246,286 $(137,639)$108,647 
Basic and fully diluted income (loss) per share attributable to Holdings
Continuing operations(1.81)(1.76)(3.57)
Discontinued operations4.27 — 4.27 
$2.46 $(1.76)$0.70 





Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Year ended December 31, 2024
(Unaudited)
(in thousands)Corporate5.11BOALugano (Restated)PrimaLoftTHPVelocity OutdoorAltor SolutionsArnoldSternoConsolidated (Restated)
Net income (loss) from continuing operations $(35,634)$20,634 $20,791 $(275,730)$(10,575)$(9,761)$(54,851)$5,635 $(2,969)$14,638 $(327,822)
Adjusted for:
Provision (benefit) for income taxes(2,095)4,526 4,962 904 (3,741)(2,894)6,810 2,280 2,986 4,874 18,612 
Interest expense, net106,414 (14)(21)16,122 (70)(52)52 — 371 — 122,802 
Intercompany interest(157,585)13,366 20,125 56,013 17,916 10,552 9,255 10,771 7,121 12,466 — 
Depreciation and amortization675 22,734 21,594 5,391 21,318 18,974 8,042 21,553 9,265 18,473 148,019 
EBITDA(88,225)61,246 67,451 (197,300)24,848 16,819 (30,692)40,239 16,774 50,451 (38,389)
Other (income) expense460 40 511 139,623 181 24,557 2,746 (9)(590)167,522 
Non-controlling shareholder compensation— 2,129 5,683 2,437 2,382 1,674 403 988 18 631 16,345 
Impairment expense— — — — — 8,182 — — — 8,182 
Acquisition expenses— — — — — 3,479 — 1,872 — — 5,351 
Integration services fee— — — — — 2,625 — — — — 2,625 
Other (1)
— — — — — 90 1,500 696 10,426 476 13,188 
Adjusted EBITDA$(87,765)$63,415 $73,645 $(55,240)$27,411 $24,690 $3,950 $46,541 $27,209 $50,968 $174,824 

(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.









Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Year ended December 31, 2023
(Unaudited)
(in thousands)Corporate5.11BOALugano (Restated)PrimaLoftVelocity OutdoorAltor SolutionsArnoldSternoConsolidated (Restated)
Net income (loss) from continuing operations $(60,454)$21,690 $16,496 $(177,508)$(69,883)$(40,045)$16,504 $10,434 $8,115 $(274,651)
Adjusted for:
Provision (benefit) for income taxes301 4,994 2,863 148 (5,673)(5,616)5,890 4,185 1,106 8,198 
Interest expense, net104,856 (8)(18)4,716 (11)352 — — 109,892 
Intercompany interest(126,240)20,244 7,580 32,837 18,123 13,510 10,486 6,806 16,654 — 
Depreciation and amortization1,498 26,009 22,932 3,232 21,478 13,282 16,741 8,441 19,959 133,572 
EBITDA(80,039)72,929 49,853 (136,575)(35,966)(18,517)49,621 29,871 45,834 (22,989)
Other (income) expense(130)(515)98 84,815 62 (1,210)1,440 (5)(1,441)83,114 
Non-controlling shareholder compensation— 1,191 3,019 1,474 980 914 986 27 860 9,451 
Impairment expense— — — 1,197 57,810 31,590 — — — 90,597 
Integration services fee— — — — 2,375 — — — — 2,375 
Other— — 3,072 — — — — — 1,434 4,506 
Adjusted EBITDA$(80,169)$73,605 $56,042 $(49,089)$25,261 $12,777 $52,047 $29,893 $46,687 $167,054