Compass Diversified Completes Restatement of Previously Issued Financial Statements

Rhea-AI Summary

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Key Figures

Restated years 2022, 2023, 2024 Restated audited financial statements and interim periods

2025 EBITDA guidance low $330 million Full-year 2025 Subsidiary Adjusted EBITDA, excluding Lugano

2025 EBITDA guidance high $360 million Full-year 2025 Subsidiary Adjusted EBITDA, excluding Lugano

Other subsidiaries 8 subsidiaries Stated as not involved in Lugano fraud and performing well

2025 Form 10-Qs 3 quarters Expected filings for Q1, Q2 and Q3 2025 to regain SEC compliance

Price change -22.36% Move on day of restatement news, pre‑open context

52-week range $5.3–$24.3199 Current price near the low, far below the high

Volume multiple 2.53x average Today’s trading vs 20-day average volume

Market Reality Check

$5.73 Last Close

Volume Volume 4,093,425 is 2.53x the 20-day average of 1,619,561, indicating elevated trading interest ahead of and around the restatement. high

Technical Shares at $5.73 are well below the $9.93 200-day MA and near the $5.3 52-week low, down 76.44% from the $24.3199 52-week high.

Peers on Argus

CODI fell 22.36%, while peers showed mixed, far smaller moves: FIP -9.06%, TTI -4.86%, CRESY -1.79%, and BOC/TRC slightly positive. The magnitude of CODI’s decline suggests a stock-specific reaction to the restatement and Lugano-related issues rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 26	Restatement call notice	Negative	+4.2%	Announced conference call to discuss multi-year restatements and Lugano risks.
Nov 16	Lugano Chapter 11	Negative	+2.3%	Lugano Chapter 11 filing and DIP financing, deconsolidation from CODI results.
Nov 03	Forbearance extension	Negative	-3.1%	Extended credit agreement forbearance related to Lugano defaults.
Oct 02	Preferred distributions	Positive	+0.9%	Declared Q3 2025 cash distributions on preferred shares despite Lugano review.
Jul 28	Second forbearance	Negative	-0.9%	Secured extended forbearance and higher revolver amid Lugano investigation.

Pattern Detected

Recent Lugano- and forbearance-related headlines often saw modest, mixed price moves, with both positive and negative reactions. Today’s much larger 22.36% drop on completion of the restatement stands out versus prior single‑digit moves tied to the same situation.

Recent Company History

Over the last six months, CODI’s news flow has centered on Lugano-related accounting issues, lender forbearance, and late filings. A July forbearance extension and subsequent October–November forbearance and NYSE relief filings highlighted liquidity, covenant and going‑concern risks. November updates on Lugano’s Chapter 11 and plans to restate 2022–2024 drove only modest price moves. Today’s announcement that restated financials are filed and 2025 Subsidiary Adjusted EBITDA guidance of $330–360 million is reaffirmed (excluding Lugano) marks a key step toward normalizing reporting and addressing prior uncertainties.

Market Pulse Summary

This announcement details completion of restated financials for 2022–2024, clarifying that the identified fraud was confined to Lugano, while eight other subsidiaries reportedly continue to perform well. Management reaffirmed 2025 Subsidiary Adjusted EBITDA guidance of $330–360 million excluding Lugano, and signaled plans to file three delayed 2025 Forms 10‑Q to regain SEC filing compliance. Investors may track upcoming amendments to the credit agreement, further disclosures on leverage and covenants, and subsequent quarterly filings for evidence that operational performance and access to capital remain stable.

Key Terms

adjusted ebitda financial

"Adjusted EBITDA is a non-GAAP measure used by the Company to assess its performance."

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

non-gaap financial

"Adjusted EBITDA is a non-GAAP measure used by the Company to assess its performance."

Non-GAAP refers to financial measures that companies use to show their earnings or performance without including certain expenses or income that are often added back to give a different picture. It matters because it can make a company's results look better or more favorable, but it may also hide important costs, so investors need to look at both GAAP (official rules) and non-GAAP numbers to get a full understanding.

form 10-q regulatory

"CODI also expects to file 2025 first, second and third quarter financial results on Form 10-Q,"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

gaap financial

"We consider Income (Loss) from Continuing Operations to be the most directly comparable GAAP financial measure"

GAAP, or Generally Accepted Accounting Principles, are a set of standardized rules and guidelines that companies follow when preparing their financial statements. They ensure consistency, transparency, and comparability across different companies, making it easier for investors to understand and compare financial information accurately. This helps investors make informed decisions based on trustworthy and uniform financial reports.

AI-generated analysis. Not financial advice.

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
(in thousands)	December 31, 2024 (As Restated)				December 31, 2023 (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 stockholders’ equity	$	3,297,422			$	3,325,141

Compass Diversified Holdings Consolidated Statements of Operations
	Year ended December 31,
(in thousands, except per share data)	2024 (As Restated)				2023 (As Restated)
Net revenues	$	1,788,013			$	1,689,920
Cost of revenues		1,037,594				1,015,200
Gross profit		750,419				674,720
Operating expenses:
Selling, general and administrative expense		587,521				502,013
Management fees		74,767				67,945
Amortization expense		94,817				83,574
Impairment expense		8,182				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 taxes		18,612				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 operations		11,957				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 operations		0.11				4.27
	$	(3.83	)		$	0.70
Basic weighted average number of common shares outstanding		75,454				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 1	Accounts Receivable - amounts were recorded at Lugano as accounts receivable which did not represent activity associated with a valid revenue transaction.
ADJ 2	Inventory 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 3	Goodwill 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 4	Accrued 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 6	Noncontrolling 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 7	Net 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 8	Cost 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 9	Interest 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 11	Income 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 Reference		As Reported				Adjustments				As Restated
Assets
Current assets:
Cash and cash equivalents			$	59,727				(68	)		$	59,659
Accounts receivable, net	ADJ 1			444,386				(237,214	)			207,172
Inventories, net	ADJ 2			962,408				(391,160	)			571,248
Prepaid expenses and other current assets	ADJ 2			101,129				25,563				126,692
Total current assets				1,567,650				(602,879	)			964,771
Property, plant and equipment, net				244,746				—				244,746
Goodwill	ADJ 3			982,253				(86,337	)			895,916
Intangible assets, net	ADJ 3			1,049,186				(65,790	)			983,396
Other non-current assets				208,587				6				208,593
Total assets			$	4,052,422			$	(755,000	)		$	3,297,422
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable				104,304				(1,065	)			103,239
Accrued expenses	ADJ 4			197,829				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 arrangements	ADJ 5			—				169,765				169,765
Other current liabilities				49,617				—				49,617
Total current liabilities				384,786				2,048,637				2,433,423
Deferred income taxes				119,948				(11,857	)			108,091
Long-term debt(1)				1,759,290				(1,759,290	)			—
Other non-current liabilities				225,334				—				225,334
Total liabilities				2,489,358				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 Holdings				1,296,793				(618,173	)			678,620
Noncontrolling interest	ADJ 6			266,271				(414,317	)			(148,046	)
Total stockholders’ equity				1,563,064				(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 Reference		As Reported				Adjustments				As Restated
Net revenues	ADJ 7		$	2,198,233			$	(410,220	)		$	1,788,013
Cost of revenues	ADJ 8			1,197,873				(160,279	)			1,037,594
Gross profit				1,000,360				(249,941	)			750,419
Operating expenses:
Selling, general and administrative expense				587,521				—				587,521
Management fees				74,767				—				74,767
Amortization expense	ADJ 3			99,760				(4,943	)			94,817
Impairment expense				8,182				—				8,182
Operating income (loss)				230,130				(244,998	)			(14,868	)
Other income (expense):
Interest expense, net	ADJ 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), net	ADJ 10			(3,902	)			(139,402	)			(143,304	)
Income (loss) from continuing operations before income taxes				91,309				(400,519	)			(309,210	)
Provision for income taxes	ADJ 11			49,012				(30,400	)			18,612
Income (loss) from continuing operations				42,297				(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 tax				11,957				—				11,957
Net income (loss)				47,349				(370,119	)			(322,770	)
Less: Net income (loss) from continuing operations attributable to noncontrolling interest				37,426				(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 tax				11,957				—				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 operations				0.11				—				0.11
			$	(1.14	)		$	(2.69	)		$	(3.83	)

Compass Diversified Holdings  Consolidated Balance Sheet
	December 31, 2023
	ADJ Reference		As Reported				Adjustments				As Restated
Assets
Current assets:
Cash and cash equivalents				446,684				(68	)			446,616
Accounts receivable, net	ADJ 1			308,183				(122,946	)			185,237
Inventories, net	ADJ 2			723,194				(200,685	)			522,509
Prepaid expenses and other current assets	ADJ 2			88,844				(11,075	)			77,769
Current assets of discontinued operations				36,915				—				36,915
Total current assets				1,603,820				(334,774	)			1,269,046
Property, plant and equipment, net				191,283				—				191,283
Goodwill	ADJ 3			859,907				(86,338	)			773,569
Intangible assets, net	ADJ 3			879,078				(70,734	)			808,344
Other non-current assets				195,010				6				195,016
Non-current assets of discontinued operations				87,883				—				87,883
Total assets			$	3,816,981			$	(491,840	)		$	3,325,141
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable				91,089				(381	)			90,708
Accrued expenses	ADJ 4			151,443				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 arrangements	ADJ 5			—				100,741				100,741
Other current liabilities				34,812				—				34,812
Current liabilities of discontinued operations				8,986				—				8,986
Total current liabilities				312,355				1,848,613				2,160,968
Deferred income taxes				118,882				(15,618	)			103,264
Long-term debt(1)				1,661,879				(1,661,879	)			—
Other non-current liabilities				203,207				—				203,207
Non-current liabilities of discontinued operations				1,277				—				1,277
Total liabilities				2,297,600				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	)			3
Accumulated deficit				(249,243	)			(396,982	)			(646,225	)
Total stockholders’ equity attributable to Holdings				1,326,750				(397,090	)			929,660
Noncontrolling interest	ADJ 6			175,875				(265,866	)			(89,991	)
Noncontrolling interest of discontinued operations				16,756				—				16,756
Total stockholders’ equity				1,519,381				(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 Reference		As Reported				Adjustments				As Restated
Net revenues	ADJ 7		$	1,965,017			$	(275,097	)		$	1,689,920
Cost of revenues	ADJ 8			1,132,014				(116,814	)			1,015,200
Gross profit				833,003				(158,283	)			674,720
Operating expenses:
Selling, general and administrative expense				502,013				—				502,013
Management fees				67,945				—				67,945
Amortization expense	ADJ 3			88,396				(4,822	)			83,574
Impairment expense				89,400				1,197				90,597
Operating income (loss)				85,249				(154,658	)			(69,409	)
Other income (expense):
Interest expense, net	ADJ 9			(105,179	)			(4,713	)			(109,892	)
Amortization of debt issuance costs				(4,038	)			—				(4,038	)
Other income (expense), net	ADJ 10			1,779				(84,893	)			(83,114	)
Income (loss) from continuing operations before income taxes				(22,189	)			(244,264	)			(266,453	)
Provision for income taxes	ADJ 11			22,639				(14,441	)			8,198
Income (loss) from continuing operations				(44,828	)			(229,823	)			(274,651	)
Income (loss) from discontinued operations, net of income tax				24,208				—				24,208
Gain on sale of discontinued operations, net of income tax				283,025				—				283,025
Net income				262,405				(229,823	)			32,582
Less: Net income from continuing operations attributable to noncontrolling interest				16,423				(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 tax				24,512				—				24,512
Gain on sale of discontinued operations, net of income tax				283,025				—				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 operations				4.27				—				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)	Corporate				5.11		BOA			Lugano (Restated)			PrimaLoft			THP			Velocity Outdoor			Altor Solutions		Arnold			Sterno			Consolidated (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,   net		106,414			(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   amortization		675			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)   expense		460			40			511			139,623			181			3			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)	Corporate				5.11		BOA			Lugano (Restated)			PrimaLoft			Velocity Outdoor			Altor Solutions		Arnold			Sterno			Consolidated (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 taxes		301			4,994			2,863			148			(5,673	)		(5,616	)		5,890		4,185			1,106			8,198
Interest expense,   net		104,856			(8	)		(18	)		4,716			(11	)		352			—		5			—			109,892
Intercompany   interest		(126,240	)		20,244			7,580			32,837			18,123			13,510			10,486		6,806			16,654			—
Depreciation and   amortization		1,498			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