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Compass Diversified owns a dozen middle-market brands, so even a single 10-K annual report can feel like a mosaic of financial statements, segment footnotes, and M&A schedules. If you have ever searched for "Compass Diversified insider trading Form 4 transactions" or tried to connect outdoor-gear sales at 5.11 with consolidated cash flow, you know the challenge: hundreds of pages, scattered exhibits, and fast-moving 8-K updates after each acquisition or dividend announcement.
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Compass Diversified Holdings (CODI) notified the SEC it cannot timely file its Form 10-Q for the quarter ended June 30, 2025. The delay reflects an ongoing Audit Committee investigation related to Lugano Holding, Inc. and the need to restate financial statements for the fiscal years ended Dec 31, 2022, 2023 and 2024, and to complete quarter financials for Mar 31, 2025 and Jun 30, 2025. CODI said it cannot estimate the impact on results and will file the reports as soon as reasonably practicable.
Compass Diversified (CODI) has signed a Second Forbearance Agreement and Third Amendment to its credit facility dated 25 Jul 2025.
- Lenders will refrain from exercising remedies related to accounting-driven Lugano Events of Default until the earliest of: (a) 24 Oct 2025 23:59 ET; or (b) specified additional defaults or covenant breaches.
- During this period CODI can draw up to $60 million in revolving loans (term SOFR + 2.50%, 1-month tenor); an extra $10 million may be approved by majority lenders.
- Company may make dividends or other Restricted Payments if post-payment liquidity is ≥ $10 million.
- Management fees to Compass Group Management LLC capped at $5 million per quarter.
The extension gives CODI time to finish restating 2024 results, investigate Lugano irregularities and negotiate permanent waivers. Management warns there is no assurance on restatement timing or future lender relief; failure could materially harm business, liquidity and NYSE listing status.
Compass Diversified Holdings (NYSE: CODI) announced that financial statements for fiscal years 2022, 2023, and 2024 should no longer be relied upon due to significant accounting irregularities discovered at its subsidiary, Lugano Holding.
Key developments:
- An internal investigation, initiated in April 2025, revealed unrecorded financing arrangements and irregularities in sales, cost of sales, inventory, and accounts receivable at Lugano
- The Audit Committee, working with outside legal counsel, forensic accountants, and Grant Thornton LLP, expects to report one or more material weaknesses in internal control
- Investigation does not currently affect other operating segments of the company
- Company cannot yet estimate the financial impact or timing for completion of investigation and restatements
This material event raises significant concerns about financial reporting reliability and internal controls. The company is working with advisors to complete the investigation and calculate the impact on previously issued financial statements. Trading implications may be significant as investors reassess three years of financial data.
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