Compass Diversified (NYSE: CODI) trims Q1 loss, sells Sterno unit to cut debt
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Compass Diversified reported first quarter 2026 results showing lower revenue but improved profitability metrics and a major debt-reducing asset sale. Net revenues were $426.9 million, down 5.9% versus Q1 2025, and net loss from continuing operations narrowed to $30.8 million from $49.8 million a year earlier.
Consolidated non-GAAP Adjusted EBITDA rose to $56.5 million from $45.5 million, while Subsidiary Adjusted EBITDA (excluding Lugano in the prior year) reached $83.9 million, up 6.3%, driven by Branded Consumer growth. CODI completed the sale of Sterno’s food service business for an enterprise value of $292.5 million, generating approximately $280 million of proceeds used to repay debt and reduce senior secured leverage below 1.0x.
As of March 31, 2026, CODI held $65.2 million in cash and cash equivalents and about $100 million in revolver availability. The company updated its 2026 outlook, guiding Subsidiary Adjusted EBITDA to $320–$365 million, with Branded Consumer expected at $225–$260 million and Industrial at $95–$105 million, reflecting the Sterno divestiture while remaining at or above prior expectations.
Positive
- Non-GAAP profitability improved: Adjusted EBITDA increased to $56.5 million from $45.5 million, while Subsidiary Adjusted EBITDA (excluding Lugano in the prior year) rose 6.3% to $83.9 million, supported by 11.6% growth in Branded Consumer EBITDA.
- Transformative deleveraging transaction: The sale of Sterno’s food service business for $292.5 million enterprise value generated approximately $280 million of proceeds, used to repay debt and reduce senior secured leverage below 1.0x, eliminating second-quarter excess leverage milestone fees.
- Stronger cash generation: Net cash provided by operating activities improved to $23.9 million from a $29.3 million outflow in the prior-year quarter, signaling better cash conversion even as reported net sales declined.
- Raised or maintained robust 2026 outlook: After the Sterno divestiture, 2026 Subsidiary Adjusted EBITDA guidance of $320–$365 million, with Branded Consumer at $225–$260 million and Industrial at $95–$105 million, remains at or above expectations set at the beginning of the year.
Negative
- Continued GAAP losses and revenue decline: Net revenues fell 5.9% year-over-year to $426.9 million, and the company still posted a net loss from continuing operations of $30.8 million, including a $20.5 million impairment charge and lower gross profit.
- Industrial softness and equity dilution from losses: Industrial net revenues declined 3.3% and Industrial Subsidiary Adjusted EBITDA fell 4.5%, while total stockholders’ equity attributable to Holdings decreased from $442.0 million at December 31, 2025 to $400.7 million at March 31, 2026.
Insights
Q1 shows improving earnings quality, deleveraging and higher EBITDA guidance.
Compass Diversified delivered a mixed but directionally constructive quarter. GAAP net revenues slipped 5.9% to $426.9 million, yet net loss from continuing operations improved to $30.8 million from $49.8 million, helped by lower interest expense and cost controls despite a $20.5 million impairment.
Non-GAAP metrics strengthened more clearly. Adjusted EBITDA rose to $56.5 million from $45.5 million, while Subsidiary Adjusted EBITDA excluding Lugano increased 6.3% to $83.9 million, led by Branded Consumer EBITDA growth of 11.6%. Operating cash flow swung to $23.9 million from a use of $29.3 million in the prior year period.
The sale of Sterno’s food service business for $292.5 million enterprise value, yielding about $280 million of proceeds, was applied to repay debt and reduced senior secured indebtedness below 1.0x as of June 30, 2026, avoiding excess leverage milestone fees. Updated 2026 Subsidiary Adjusted EBITDA guidance of $320–$365 million, at or above prior expectations after the divestiture, underscores management’s confidence but still depends on subsidiary execution and broader macro conditions.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Net revenues: $426.9 million
Net loss from continuing operations: $30.8 million
Adjusted EBITDA: $56.5 million
+5 more
8 metrics
Net revenues
$426.9 million
Q1 2026, down 5.9% vs Q1 2025
Net loss from continuing operations
$30.8 million
Q1 2026, vs $49.8 million Q1 2025
Adjusted EBITDA
$56.5 million
Q1 2026, vs $45.5 million Q1 2025
Sterno food service sale EV
$292.5 million
Enterprise value; approximately $280 million proceeds to CODI
Cash and cash equivalents
$65.2 million
As of March 31, 2026; plus ~$100 million revolver availability
Total assets
$2.96 billion
As of March 31, 2026
Long-term debt
$1.82 billion
As of March 31, 2026, excluding current portion
2026 Subsidiary Adjusted EBITDA outlook
$320–$365 million
Company’s updated 2026 guidance after Sterno divestiture
Key Terms
Adjusted EBITDA, Subsidiary Adjusted EBITDA, non-GAAP, unreasonable efforts exception, +2 more
6 terms
Adjusted EBITDA financial
"Adjusted EBITDA and Adjusted Earnings (Loss) are non-GAAP measures 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.
Subsidiary Adjusted EBITDA financial
"Subsidiary Adjusted EBITDA was $83.9 million, up 6.3% vs Q1 2025"
Subsidiary adjusted EBITDA is a measure of a single unit’s operating profit calculated by taking that subsidiary’s earnings before interest, taxes, depreciation and amortization (EBITDA) and removing one‑time items or other noncore costs to show its recurring performance. Investors use it like inspecting one branch of a tree to judge how healthy that part is on its own, helping assess cash generation, compare profitability across units, and inform valuation or divestiture decisions.
non-GAAP financial
"Financial Summary – (non-GAAP – Excluding Lugano in the prior year period)"
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.
unreasonable efforts exception regulatory
"In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K"
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
permanent capital base financial
"CODI leverages its permanent capital base and long-term disciplined approach"
Earnings Snapshot
Net revenues: $426.9 million · Guidance included
Q1 2026
Net revenues
$426.9 million
-5.9% vs Q1 2025
Net loss from continuing operations
$30.8 million
improved from $49.8 million Q1 2025
Adjusted EBITDA
$56.5 million
vs $45.5 million Q1 2025
Subsidiary Adjusted EBITDA (excluding Lugano prior-year)
$83.9 million
+6.3% vs Q1 2025
Guidance
For 2026, Subsidiary Adjusted EBITDA is guided to $320–$365 million, including Branded Consumer at $225–$260 million and Industrial at $95–$105 million, reflecting the sale of Sterno’s food service business while remaining at or above initial expectations.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
COMPASS GROUP DIVERSIFIED HOLDINGS LLC
(Exact name of registrant as specified in its charter)
| Delaware | 001-34926 | 20-3812051 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (203 ) 221-1703
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Section 2 Financial Information
Item 2.02 Results of Operations and Financial Condition
On May 6, 2026, Compass Diversified Holdings (NYSE: CODI) and Compass Group Diversified Holdings LLC (collectively “CODI”) issued a press release announcing its consolidated operating results for the three months ended March 31, 2026. A copy of the press release is furnished within this report as Exhibit 99.1.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 99.1 | Earnings Release of CODI dated May 6, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 6, 2026 | COMPASS DIVERSIFIED HOLDINGS | ||||||||||
| By: | /s/ Stephen Keller | ||||||||||
| Stephen Keller | |||||||||||
| Regular Trustee | |||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 6, 2026 | COMPASS GROUP DIVERSIFIED HOLDINGS LLC | ||||||||||
| By: | /s/ Stephen Keller | ||||||||||
| Stephen Keller | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
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 | ||||||||||||||
| High | Low | |||||||||||||
| (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, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | (Unaudited) | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 60,747 | $ | 68,015 | |||||||
| Accounts receivable, net | 190,282 | 202,887 | |||||||||
| Inventories, net | 375,337 | 404,102 | |||||||||
| Prepaid expenses and other current assets | 63,835 | 78,398 | |||||||||
| Due from related parties | 11,487 | 20,757 | |||||||||
| Due from unconsolidated affiliate | 71,000 | 71,000 | |||||||||
| Current assets held for sale | 131,610 | — | |||||||||
| Total current assets | 904,298 | 845,159 | |||||||||
| Property, plant and equipment, net | 190,799 | 209,742 | |||||||||
| Goodwill | 830,902 | 895,421 | |||||||||
| Intangible assets, net | 839,578 | 892,811 | |||||||||
| Due from unconsolidated affiliate | 26,000 | 26,000 | |||||||||
| Other non-current assets | 172,267 | 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 debt | 41,250 | 37,500 | |||||||||
| Other current liabilities | 48,131 | 52,519 | |||||||||
| Current liabilities held for sale | 28,669 | — | |||||||||
| Total current liabilities | 338,985 | 349,619 | |||||||||
| Deferred income taxes | 98,865 | 104,189 | |||||||||
| Long-term debt | 1,818,998 | 1,839,817 | |||||||||
| Other non-current liabilities | 176,600 | 171,896 | |||||||||
| Total liabilities | 2,433,448 | 2,465,521 | |||||||||
| Stockholders' equity | |||||||||||
| Total stockholders' equity attributable to Holdings | 400,705 | 442,024 | |||||||||
| Noncontrolling interest | 128,396 | 131,639 | |||||||||
| Noncontrolling interest held for sale | 1,295 | — | |||||||||
| Total stockholders' equity | 530,396 | 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) | 2026 | 2025 | ||||||||||||
| Net sales | $ | 426,855 | $ | 453,775 | ||||||||||
| Cost of sales | 237,497 | 257,743 | ||||||||||||
| Gross profit | 189,358 | 196,032 | ||||||||||||
| Operating expenses: | ||||||||||||||
| Selling, general and administrative expense | 132,010 | 150,377 | ||||||||||||
| Management fees | 15,934 | 18,863 | ||||||||||||
| Amortization expense | 22,844 | 23,351 | ||||||||||||
| Impairment expense | 20,500 | — | ||||||||||||
| 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), net | 7,705 | (13,681) | ||||||||||||
| Net loss from continuing operations before income taxes | (23,767) | (47,216) | ||||||||||||
| Provision for income taxes | 7,064 | 2,538 | ||||||||||||
| Loss from continuing operations | (30,831) | (49,754) | ||||||||||||
| Gain on sale of discontinued operations | 157 | 44 | ||||||||||||
| Net loss | (30,674) | (49,710) | ||||||||||||
| Less: Net income (loss) from continuing operations attributable to noncontrolling interest | 85 | (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 tax | 157 | 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 outstanding | 75,236 | 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) | 2026 | 2025 | ||||||||||||
| Net loss | $ | (30,674) | $ | (49,710) | ||||||||||
| Gain on sale of discontinued operations, net of tax | 157 | 44 | ||||||||||||
| Net loss from continuing operations | $ | (30,831) | $ | (49,754) | ||||||||||
| Less: income (loss) from continuing operations attributable to noncontrolling interest | 85 | (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 up | 22,844 | 23,351 | ||||||||||||
| Impairment expense | 20,500 | — | ||||||||||||
| Stock compensation | 2,559 | 4,012 | ||||||||||||
| Integration services fee | — | 875 | ||||||||||||
| Other | 646 | 1,546 | ||||||||||||
| Adjusted Earnings (Loss) | $ | 5,919 | $ | (8,687) | ||||||||||
| Plus (less): | ||||||||||||||
| Depreciation expense | 11,902 | 12,301 | ||||||||||||
| Income tax provision | 7,064 | 2,538 | ||||||||||||
| Interest expense | 27,495 | 35,851 | ||||||||||||
| Amortization of debt issuance costs | 2,047 | 1,125 | ||||||||||||
| Income (loss) from continuing operations attributable to noncontrolling interest | 85 | (19,717) | ||||||||||||
| Distributions paid - preferred shares | 9,714 | 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)
| Corporate | 5.11 | BOA | PrimaLoft | THP | Velocity Outdoor | Altor | Arnold | Sterno | Consolidated | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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, net | 27,342 | — | — | (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) expense | 2,801 | 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)
| Corporate | 5.11 | BOA | Lugano | PrimaLoft | THP | Velocity Outdoor | Altor | Arnold | Sterno | Consolidated | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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, net | 26,843 | 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) expense | 14 | 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) | 2026 | 2025 | ||||||||||||
| Branded Consumer | ||||||||||||||
| 5.11 | $ | 14,563 | $ | 14,817 | ||||||||||
| BOA | 22,200 | 20,049 | ||||||||||||
| Lugano | — | (11,616) | ||||||||||||
| PrimaLoft | 8,469 | 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 Solutions | 8,296 | 12,853 | ||||||||||||
| Arnold Magnetics | 5,091 | 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) | 2026 | 2025 | |||||||||
| 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) | 2026 | 2025 | |||||||||
| Branded Consumer | |||||||||||
| 5.11 | $ | 123,972 | $ | 129,370 | |||||||
| BOA | 52,107 | 48,877 | |||||||||
| Lugano | — | 26,845 | |||||||||
| PrimaLoft | 21,916 | 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 Magnetics | 40,183 | 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) | 2026 | 2025 | |||||||||
| Total Branded Consumer | $ | 256,980 | $ | 278,129 | |||||||
| Less: Lugano | — | (26,845) | |||||||||
| Total Branded Consumer | 256,980 | 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) | 2026 | 2025 | |||||||||
| Net cash provided by (used in) operating activities | $ | 23,914 | $ | (29,348) | |||||||
| Net cash provided by (used in) investing activities | 6,226 | (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 period | 68,015 | 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) | 2026 | 2025 | |||||||||
| 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) | |||||||
FAQ
How did Compass Diversified (CODI) perform financially in Q1 2026?
Compass Diversified reported Q1 2026 net revenues of $426.9 million, down 5.9% year-over-year, and a net loss from continuing operations of $30.8 million. However, non-GAAP Adjusted EBITDA improved to $56.5 million from $45.5 million, indicating stronger underlying earnings.
What major transaction did Compass Diversified (CODI) complete involving Sterno?
Compass Diversified completed the sale of Sterno’s food service business for an enterprise value of $292.5 million. The transaction generated approximately $280 million of proceeds to CODI, which were used to repay outstanding debt and reduce senior secured indebtedness below 1.0x leverage as of June 30, 2026.
How did Compass Diversified’s Branded Consumer and Industrial segments perform in Q1 2026?
On a non-GAAP basis excluding Lugano, Branded Consumer net revenues were $257.0 million, up 2.3%, with Subsidiary Adjusted EBITDA of $59.4 million, up 11.6%. Industrial net revenues were $169.9 million, down 3.3%, and Industrial Subsidiary Adjusted EBITDA was $24.4 million, down 4.5%.
What is Compass Diversified’s liquidity position as of March 31, 2026?
As of March 31, 2026, Compass Diversified had approximately $65.2 million in cash and cash equivalents and about $100 million in revolver availability. This liquidity supports ongoing operations, capital needs and financial flexibility following the Sterno food service divestiture and related debt repayment.
What 2026 guidance did Compass Diversified (CODI) provide for Subsidiary Adjusted EBITDA?
For 2026, Compass Diversified guided total Subsidiary Adjusted EBITDA to $320–$365 million. Within this, Branded Consumer is expected to deliver $225–$260 million and Industrial $95–$105 million, reflecting the Sterno sale while remaining at or above initial expectations.
How did Compass Diversified’s cash flow change year-over-year in Q1 2026?
Net cash provided by operating activities improved significantly to $23.9 million in Q1 2026 from a use of $29.3 million in Q1 2025. This turnaround mainly reflects better working capital management and improved underlying profitability, even though GAAP net sales declined.
Why does Compass Diversified use non-GAAP measures like Adjusted EBITDA?
Compass Diversified uses non-GAAP measures such as Adjusted EBITDA, Adjusted Earnings and Subsidiary Adjusted EBITDA to evaluate performance by excluding items tied to long-term investment decisions, impairments and certain non-cash or non-recurring charges, aiming to highlight near-term operating results for investors.