EX-99.1 2 exhibit991earningsreleaseq.htm EX-99.1 Document

Exhibit 99.1
codilogo2025a.jpg

Compass Diversified Reports First Quarter 2026 Financial Results

Westport, Conn., May 6, 2026 – 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 March 31, 2026 and filed its Quarterly Report on Form 10-Q for the period.
"The first quarter of 2026 was a quarter of execution, with strong subsidiary performance led by our Consumer vertical, and a meaningful divestiture at an attractive valuation,” said Elias Sabo, Chief Executive Officer of Compass Diversified. “We are delivering against the priorities we laid out for shareholders at the beginning of the year."
Sabo continued, “A single quarter does not make a turnaround. Trust is earned through consistent execution, and that is what we expect to deliver for shareholders going forward.”
On November 16, 2025, CODI deconsolidated Lugano Holding, Inc. ("Lugano"). Accordingly, CODI’s GAAP results for the three months ended March 31, 2026 do not include Lugano’s operating results. Certain non-GAAP results and their associated growth rates are presented excluding Lugano’s 2025 results to facilitate comparisons of year-over-year performance for our remaining subsidiaries.
Each of CODI’s subsidiaries represents an operating segment. For ease of presentation, CODI has grouped its operating segments into Branded Consumer and Industrial groups for certain results described below. Subsidiary details are available in the appendix.
Financial Summary – (GAAP)
Q1 2026 (GAAP)
•Net revenues were $426.9 million, down 5.9% vs Q1 2025
•Net loss from continuing operations was $30.8 million vs $49.8 million in Q1 2025
Financial Summary – (non-GAAP)
Q1 2026 (non-GAAP – Excluding Lugano in the prior year period)
•Net revenues were $426.9 million, flat to Q1 2025
▪Branded Consumer: $257.0 million, up 2.3% vs Q1 2025
▪Industrial: $169.9 million, down 3.3% vs Q1 2025
•Subsidiary Adjusted EBITDA was $83.9 million, up 6.3% vs Q1 2025
▪Branded Consumer: $59.4 million, up 11.6% vs Q1 2025
▪Industrial: $24.4 million, down 4.5% vs Q1 2025
Recent Business Updates
•Completed the sale of Sterno’s food service business for an enterprise value of $292.5 million, with net proceeds used to repay outstanding debt.


•The Sterno transaction generated proceeds to CODI of approximately $280 million, reducing senior secured indebtedness below 1.0x, sufficient to avoid second quarter milestone fees associated with excess leverage under the Company’s senior secured credit arrangements, as of June 30, 2026.
Liquidity and Capital Resources
As of March 31, 2026, CODI had approximately $65.2 million in cash and cash equivalents and approximately $100 million in revolver availability.
2026 Outlook
The Company is updating its fiscal 2026 financial guidance to reflect the sale of Sterno's food service business. The updated guidance is at or above the expectations set at the start of the year, adjusting for the divested business.
2026 Outlook
HighLow
(in millions)
Subsidiary Adjusted EBITDA
Branded Consumer$225.0 $260.0 
Industrial$95.0 $105.0 
Subsidiary Adjusted EBITDA$320.0 $365.0 

In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, CODI has not reconciled 2026 Subsidiary Adjusted EBITDA to its comparable GAAP measure because it does not provide guidance on Income (Loss) from Continuing Operations and because management cannot predict, with sufficient certainty, all of the inputs necessary to provide such a reconciliation. For the same reasons, CODI is unable to address the probable significance of the unavailable information, which could be material to future results.
Conference Call
In conjunction with this announcement, CODI will host a conference call on May 6, 2026, at 5:00 p.m. E.T. / 2:00 p.m. PT with the Company’s Chief Executive Officer, Elias Sabo and the Company’s Chief Financial Officer, Stephen Keller. A live webcast of the call will be available on the Investor Relations section of CODI’s website. To avoid delays, we encourage participants to log into the webcast 15 minutes ahead of the scheduled start time. A replay of the webcast will also be available for a limited time on the Company’s website.
Note Regarding Use of Non-GAAP Financial Measures
Adjusted EBITDA 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). Unless the context indicates otherwise, Subsidiary Adjusted EBITDA disclosed in the body of the press release exclude Lugano, a deconsolidated subsidiary of the Company, and corporate expenses. We believe that Adjusted EBITDA and Adjusted Earnings (Loss) provide useful information to investors and reflect important financial measures as each of Adjusted EBITDA and Adjusted Earnings (Loss) 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. As used in the body of this press release, Subsidiary Adjusted EBITDA refers to the sum of Adjusted EBITDA for the applicable period attributable to each consolidated subsidiary of the Company, excluding Lugano and disregarding corporate expense, unless the context indicates otherwise. Where excluded, we believe the exclusion of Lugano provides investors with a more accurate record of year-over-year performance for our remaining subsidiaries
Net Revenues (excluding Lugano) is defined as net revenues excluding Lugano. Net Revenues (excluding Lugano) is reconciled to Net Revenues. We consider Net Revenues to be the most directly comparable GAAP financial measure to Net Revenues (excluding Lugano). We believe that Net Revenues (excluding Lugano) provides useful information to investors and reflects important financial measures as it helps investors evaluate the performance of our remaining subsidiaries.
In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, we have not reconciled 2026 Adjusted EBITDA or 2026 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, Subsidiary Adjusted EBITDA (excluding Lugano) and Net Revenues (excluding Lugano) 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.
About Compass Diversified
CODI leverages its permanent capital base and long-term disciplined approach, maintaining controlling ownership interests in each of its subsidiaries and maximizing its ability to impact long-term cash flow generation and value creation. The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the Company and seeks to generate strong returns through its culture of transparency, alignment and accountability.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including without limitation, CODI’s expectations regarding its Adjusted EBITDA, subsidiary Adjusted EBITDA 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 management’s current expectations, estimates, forecasts and assumptions and information available to management as of the date of this press release. These statements involve risks and uncertainties that could cause actual results and outcomes to differ, perhaps materially, including but not limited to: changes in the economy, financial markets and political environment, including changes in inflation, interest rates and U.S. tariff and import/export regulations; risks associated with possible disruption in CODI’s operations or the economy generally due to terrorism, war, natural disasters, or social, civil or political unrest; future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); environmental risks affecting the business or operations of our subsidiaries; disruption in the global supply chain, labor shortages and labor costs; our business prospects and the prospects of our subsidiaries; the impact of, and ability to


successfully complete and integrate, acquisitions that we have made or may make; the ability to successfully 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; the results of the Lugano bankruptcy proceedings, including the amount and timing of any recoveries on CODI’s claims against Lugano and the risk that CODI’s secured position may be challenge; and litigation relating to the Lugano investigation, including CODI’s representations regarding its financial statements, and current and future litigation, enforcement actions or investigations relating to CODI’s internal controls, restatement reviews, the Lugano investigation or related matters. Please see CODI’s Annual Report on Form 10-K filed with the SEC on February 27, 2026 for other risk factors that you should consider in connection with such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date such statements have been made. Except as required by law, CODI does not undertake any public obligation to update any forward-looking statements to reflect events, circumstances, or new information after the date of this press release, or to reflect the occurrence of unanticipated events.



Investor Relations
Compass Diversified
irinquiry@compassdiversified.com




Compass Diversified Holdings
Condensed Consolidated Balance Sheets
March 31, 2026December 31, 2025
(in thousands)(Unaudited)
Assets
Current assets
Cash and cash equivalents$60,747 $68,015 
Accounts receivable, net190,282 202,887 
Inventories, net375,337 404,102 
Prepaid expenses and other current assets63,835 78,398 
Due from related parties11,487 20,757 
Due from unconsolidated affiliate71,000 71,000 
Current assets held for sale131,610 — 
Total current assets904,298 845,159 
Property, plant and equipment, net190,799 209,742 
Goodwill830,902 895,421 
Intangible assets, net839,578 892,811 
Due from unconsolidated affiliate26,000 26,000 
Other non-current assets172,267 170,051 
Total assets$2,963,844 $3,039,184 
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses $220,935 $259,600 
Current portion, long-term debt41,250 37,500 
Other current liabilities48,131 52,519 
Current liabilities held for sale28,669 — 
Total current liabilities338,985 349,619 
Deferred income taxes98,865 104,189 
Long-term debt1,818,998 1,839,817 
Other non-current liabilities176,600 171,896 
Total liabilities2,433,448 2,465,521 
Stockholders' equity
Total stockholders' equity attributable to Holdings400,705 442,024 
Noncontrolling interest 128,396 131,639 
Noncontrolling interest held for sale1,295 — 
Total stockholders' equity530,396 573,663 
Total liabilities and stockholders’ equity$2,963,844 $3,039,184 



Compass Diversified Holdings
Consolidated Statements of Operations
(Unaudited)
Three Months Ended March 31,
(in thousands, except per share data)20262025
Net sales$426,855 $453,775 
Cost of sales237,497 257,743 
Gross profit189,358 196,032 
Operating expenses:
Selling, general and administrative expense132,010 150,377 
Management fees15,934 18,863 
Amortization expense22,844 23,351 
Impairment expense20,500 — 
Operating income (loss)(1,930)3,441 
Other income (expense):
Interest expense, net(27,495)(35,851)
Amortization of debt issuance costs(2,047)(1,125)
Other income (expense), net7,705 (13,681)
Net loss from continuing operations before income taxes(23,767)(47,216)
Provision for income taxes7,064 2,538 
Loss from continuing operations(30,831)(49,754)
Gain on sale of discontinued operations157 44 
Net loss(30,674)(49,710)
Less: Net income (loss) from continuing operations attributable to noncontrolling interest85 (19,717)
Net loss attributable to Holdings$(30,759)$(29,993)
Amounts attributable to Holdings
Loss from continuing operations$(30,916)$(30,037)
Gain on sale of discontinued operations, net of income tax157 44 
Net loss attributable to Holdings$(30,759)$(29,993)
Basic income (loss) per common share attributable to Holdings
Continuing operations$(0.62)$(0.59)
Discontinued operations— — 
$(0.62)$(0.59)
Basic weighted average number of common shares outstanding75,236 75,236 


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


Three Months Ended March 31,
(in thousands, except per share amounts)20262025
Net loss$(30,674)$(49,710)
Gain on sale of discontinued operations, net of tax157 44 
Net loss from continuing operations$(30,831)$(49,754)
Less: income (loss) from continuing operations attributable to noncontrolling interest85 (19,717)
Net loss attributable to Holdings - continuing operations$(30,916)$(30,037)
Adjustments:
Distributions paid - preferred shares(9,714)(8,434)
Amortization expense - intangibles and inventory step up22,844 23,351 
Impairment expense20,500 — 
Stock compensation2,559 4,012 
Integration services fee— 875 
 Other646 1,546 
Adjusted Earnings (Loss)$5,919 $(8,687)
Plus (less):
Depreciation expense11,902 12,301 
Income tax provision7,064 2,538 
Interest expense27,495 35,851 
Amortization of debt issuance costs2,047 1,125 
Income (loss) from continuing operations attributable to noncontrolling interest85 (19,717)
Distributions paid - preferred shares9,714 8,434 
Other (income) expense(7,705)13,681 
Adjusted EBITDA$56,521 $45,526 



Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three Months Ended March 31, 2026
(Unaudited)



Corporate5.11BOAPrimaLoftTHPVelocity OutdoorAltor ArnoldSternoConsolidated
Income (loss) from continuing operations$(38,969)$4,869 $11,640 $(21,408)$5,828 $(2,534)$5,047 $5 $4,691 $(30,831)
Adjusted for:
Provision (benefit) for income taxes— (265)1,443 45 1,820 64 2,458 12 1,487 7,064 
Interest expense, net27,342 — — (7)5 6 — 148 1 27,495 
Intercompany interest(19,971)3,001 2,828 3,691 1,913 1,416 3,883 2,117 1,122 — 
Depreciation and amortization 1,445 6,326 5,267 5,325 4,153 1,395 6,584 2,784 3,514 36,793 
EBITDA(30,153)13,931 21,178 (12,354)13,719 347 17,972 5,066 10,815 40,521 
Other (income) expense2,801 32 23 5 (56)(79)(10,336)(1)(94)(7,705)
Non-controlling shareholder compensation— 600 999 318 280 5 124 26 207 2,559 
Impairment expense— — — 20,500 — — — — — 20,500 
Other (1)
— — — — — — 536 — 110 646 
Adjusted EBITDA
$(27,352)$14,563 $22,200 $8,469 $13,943 $273 $8,296 $5,091 $11,038 $56,521 


(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.




Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three Months Ended March 31, 2025
(Unaudited)



Corporate5.11BOALuganoPrimaLoftTHPVelocity OutdoorAltor ArnoldSternoConsolidated
Income (loss) from continuing operations$(8,764)$3,906 $8,243 $(51,634)$(437)$1,754 $(4,167)$(228)$(1,606)$3,179 $(49,754)
Adjusted for:
Provision (benefit) for income taxes— 1,144 1,166 (256)394 419 44 13 (1,383)997 2,538 
Interest expense, net26,843 1 (1)8,875 (7)(2)(1)— 143 — 35,851 
Intercompany interest(39,893)3,344 3,984 15,375 4,129 2,602 1,421 4,854 1,915 2,269 — 
Depreciation and amortization 74 5,772 5,248 1,593 5,315 4,160 1,369 7,192 2,578 3,476 36,777 
EBITDA(21,740)14,167 18,640 (26,047)9,394 8,933 (1,334)11,831 1,647 9,921 25,412 
Other (income) expense14 105 63 13,515 1 (3)(127)215 (2)(100)13,681 
Non-controlling shareholder compensation— 545 1,346 916 549 25 105 245 4 277 4,012 
Integration services fee— — — — — 875 — — — — 875 
Other (1)
— — — — — — — 562 915 69 1,546 
Adjusted EBITDA
$(21,726)$14,817 $20,049 $(11,616)$9,944 $9,830 $(1,356)$12,853 $2,564 $10,167 $45,526 

(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
Non-GAAP Adjusted EBITDA
(Unaudited)
Three Months Ended March 31,
(in thousands)20262025
Branded Consumer
5.11 $14,563 $14,817 
BOA 22,200 20,049 
Lugano— (11,616)
PrimaLoft8,469 9,944 
The Honey Pot Co. 13,943 9,830 
Velocity Outdoor 273 (1,356)
Total Branded Consumer$59,448 $41,668 
Niche Industrial
Altor Solutions8,296 12,853 
Arnold Magnetics5,091 2,564 
Sterno 11,038 10,167 
Total Niche Industrial$24,425 $25,584 
Total Subsidiary Adjusted EBITDA (1)
83,873 67,252 
Corporate expense
(27,352)(21,726)
Total Adjusted EBITDA$56,521 $45,526 
(1) Total Subsidiary Adjusted EBITDA for the three months ended March 31, 2026 includes the Adjusted EBITDA amount for Lugano, which was was deconsolidated on November 16, 2025. Total Branded Consumer Adjusted EBITDA for the three months ended March 31, 2025 excluding Lugano is $53.3 million, and total Subsidiary Adjusted EBITDA excluding Lugano is $78.9 million.






Compass Diversified Holdings
Net Sales to Non-GAAP Net Sales (excluding Lugano) Reconciliation
(unaudited)
Three Months Ended March 31,
(in thousands)20262025
Net Sales$426,855 $453,775 
Less: Lugano net sales— $(26,845)
Net Sales excluding Lugano$426,855 $426,930 
Compass Diversified Holdings
Subsidiary Net Sales
(unaudited)
Three Months Ended March 31,
(in thousands)20262025
Branded Consumer
5.11 $123,972 $129,370 
BOA 52,107 48,877 
Lugano — 26,845 
PrimaLoft21,916 23,645 
The Honey Pot 45,159 36,191 
Velocity Outdoor 13,826 13,201 
Total Branded Consumer (1)
$256,980 $278,129 
Niche Industrial
Altor Solutions$64,642 $76,257 
Arnold Magnetics40,183 34,008 
Sterno 65,050 65,381 
Total Niche Industrial$169,875 $175,646 
Total Subsidiary Net Sales$426,855 $453,775 
(1) Reconciliation of Total Branded Consumer Net Sales and Total Subsidiary Net Sales excluding Lugano:
Three months ended March 31,
(in thousands)20262025
Total Branded Consumer$256,980 $278,129 
Less: Lugano— (26,845)
Total Branded Consumer256,980 251,284 
Industrial$169,875 $175,646 
Total Subsidiary Net Sales (excluding Lugano)$426,855 $426,930 


Compass Diversified Holdings
Condensed Consolidated Cash Flows
(unaudited)

Three Months Ended March 31,
(in thousands)20262025
Net cash provided by (used in) operating activities$23,914 $(29,348)
Net cash provided by (used in) investing activities6,226 (12,922)
Net cash provided by (used in) financing activities(32,809)128,240 
Foreign currency impact on cash(163)606 
Net increase (decrease) in cash and cash equivalents(2,832)86,576 
Cash and cash equivalents - beginning of the period68,015 59,659 
Cash and cash equivalents - end of the period$65,183 $146,235 




Compass Diversified Holding
Selected Financial Data - Cash Flows
(unaudited)
Three Months Ended March 31,
(in thousands)20262025
Changes in operating assets and liabilities$7,720 $(12,571)
Purchases of property and equipment$(5,107)$(13,100)
Distributions paid - common shares$— $(18,809)
Distributions paid - preferred shares$(9,714)$(8,434)