WESTPORT, Conn., Dec. 08, 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 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, 2024 December 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, net 571,248 522,509
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, net 244,746 191,283
Goodwill 895,916 773,569
Intangible assets, net 983,396 808,344
Other non-current assets 208,593 195,016
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 expenses 318,476 237,817
Due to related parties 18,036 16,025
Current portion,
long-term debt 1,774,290 1,671,879
Subsidiary financing
arrangements 169,765 100,741
Other current liabilities 49,617 34,812
Current liabilities of
discontinued operations -- 8,986
-------------- --------------
Total current
liabilities 2,433,423 2,160,968
Deferred income taxes 108,091 103,264
Other non-current
liabilities 225,334 203,207
Non-current liabilities of
discontinued operations -- 1,277
-------------- --------------
Total liabilities 2,766,848 2,468,716
Stockholders' equity
Total stockholders' equity
attributable to Holdings 678,620 929,660
Noncontrolling interest (148,046) (89,991)
Noncontrolling interest of
discontinued operations -- 16,756
-------------- --------------
Total stockholders'
equity 530,574 856,425
-------------- --------------
Total liabilities and
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