EX-99.1 2 exhibit991earningsreleaseq.htm EX-99.1 Document

Exhibit 99.1
codilogo2025a.jpg


Compass Diversified Reports Fourth Quarter and Full Year 2024 Financial Results
Strong Results Driven by CODI’s Unique Business Model
Westport, Conn., February 27, 2025 – Compass Diversified (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle market branded consumer and industrial businesses, announced today its consolidated operating results for the three months and full year ended December 31, 2024.
“In 2024, we once again delivered strong financial results, achieving double digit sales growth and greater than 30% growth in our adjusted EBITDA for the full year,” said Elias Sabo, CEO of Compass Diversified. “In the fourth quarter, we saw both sales and earnings growth accelerate, driven by continued strong performance from our Consumer Businesses as well as improving performance in our Industrial Businesses. Our differentiated business model, strong operating companies, and permanent capital base position us to create long-term value for all stakeholders.”
“I want to take this opportunity to thank the CODI team as well as our subsidiary management teams and employees for their hard work fostering innovation, driving exceptional results, and exceeding expectations.”
Fourth Quarter 2024 – Financial Highlights (vs Q4 2023)
•Net sales were $620.3 million, up 13.8%
◦Branded consumer net sales increased 15.2% to $403.0 million
◦Industrial net sales increased 11.4% to $217.2 million
•Subsidiary adjusted EBITDA, a non-GAAP financial measure, was $140.9 million up 25%
◦Branded Consumer adjusted EBITDA increased 29.0%
◦Industrial adjusted EBITDA increased 5.2%
•Adjusted EBITDA, a non-GAAP financial measure, was $118.2 million, up 29.0%
Recent Business Highlights
•Sold Ergobaby for an enterprise value of $104 million on December 27, 2024
•In Q4 2024 - Raised ~$90 million via issuance of Preferred Shares
◦More than $115 million for full Year 2024
◦Flexible; low cost source of capital
•In Q4 2024 - Re-purchased more than 400,000 Common Shares
◦Average price of $23.19
•In January 2025 - Raised $300 million in Incremental Term Loan A
◦Initial funding of $200 million; additional $100 million available with six month delayed draw
◦Matures in July 2027, consistent with existing Term Loan A


Fourth Quarter and Full Year 2024 Financial Results
Net sales in the fourth quarter of 2024 were $620.3 million, up 13.8% compared to $544.9 million in the fourth quarter of 2023. For the full year 2024, net sales were $2.2 billion, up 11.9% compared to $2.0 billion a year ago. Growth was driven by the Company’s acquisition of The Honey Pot Co. in January 2024 and continued strong sales growth at Lugano and BOA. On a pro forma basis, assuming CODI had acquired The Honey Pot Co. on January 1, 2023, net sales were up 7% in the full year 2024.
Branded consumer net sales increased 8% in the fourth quarter of 2024 to $403.0 million compared to the fourth quarter of 2023. On a pro forma basis, branded consumer net sales increased 10% to $1.5 billion in the full year 2024 compared to a year ago.
Industrial net sales increased 11% in the fourth quarter of 2024 to $217.2 million compared to the fourth quarter of 2023 and remained relatively flat at $729.4 million in the full year 2024 compared to a year ago.
Operating income for the fourth quarter of 2024 was $60.6 million compared to operating loss of $4.6 million in the fourth quarter of 2023. The increase was primarily due to a $56.8 million non-cash impairment expense associated with PrimaLoft in the fourth quarter of 2023. For the full year 2024, operating income increased 170% to $230.1 million compared to $85.2 million a year ago. The increase was due to an increase in net sales year-over-year, as well as non-cash impairment charges taken in 2023 of $89.4 million.
Net income in the fourth quarter of 2024 was $23.8 million compared to net income of $139.4 million in the fourth quarter of 2023. For the full year 2024, net income was $47.4 million compared to $262.4 million a year ago. The decreases in net income were due primarily to the $179.5 million gain on the sale of Marucci Sports in November 2023 and the $98.0 million gain on the sale of Advanced Circuits in February 2023.
Income from continuing operations in the fourth quarter of 2024 was $22.2 million compared to loss from continuing operations of $37.1 million in the fourth quarter of 2023. For the full year 2024, income from continuing operations was $42.3 million compared to loss from continuing operations of $44.8 million a year ago. The increases in net income from continuing operations were primarily due to the non-cash impairment expenses associated with PrimaLoft and Velocity Outdoor in 2023
Adjusted Earnings (see “Note Regarding Use of Non-GAAP Financial Measures” below) for the fourth quarter of 2024 was $46.6 million compared to $34.7 million a year ago. For the full year 2024, Adjusted Earnings was $161.6 million compared to $101.2 million a year ago. CODI's weighted average number of shares outstanding in the fourth quarter of 2024 was 75.51 million compared to 72.43 million in the prior year fourth quarter. For the full year 2024, CODI’s weighted average number of shares outstanding was 75.45 million compared to 72.11 million in 2023.
Adjusted EBITDA (see “Note Regarding Use of Non-GAAP Financial Measures” below) in the fourth quarter of 2024 was $118.2 million, up 29% compared to $91.6 million in the fourth quarter of 2023. For the full year 2024, Adjusted EBITDA was $424.8 million, up 30% compared to $326.5 million a year ago. The increases were primarily due to strong results at Lugano. Management fees incurred during the fourth quarter and full year were $19.5 million and $74.8 million, respectively.
Liquidity and Capital Resources
As of December 31, 2024, CODI had approximately $59.7 million in cash and cash equivalents, $113.5 million outstanding on its revolver, $375.0 million outstanding in term loans, $1.0 billion outstanding in 5.250% Senior Notes due 2029 and $300.0 million outstanding in 5.000% Senior Notes due 2032.
As of December 31, 2024, the Company had no significant debt maturities until 2027 and had net borrowing availability of approximately $486.6 million under its revolving credit facility.


Fourth Quarter 2024 Distributions
On January 3, 2025, CODI’s Board declared a fourth quarter distribution of $0.25 per share on the Company's common shares. The cash distribution was paid on January 23, 2025, to all holders of record of common shares as of January 16, 2025.
The Board also declared a quarterly cash distribution of $0.453125 per share on the Company’s 7.250% Series A Preferred Shares (the “Series A Preferred Shares”). The distribution on the Series A Preferred Shares covers the period from, and including, October 30, 2024, up to, but excluding, January 30, 2025. The distribution for such period was payable on January 30, 2025, to all holders of record of Series A Preferred Shares as of January 15, 2025.
The Board also declared a quarterly cash distribution of $0.4921875 per share on the Company’s 7.875% Series B Preferred Shares (the “Series B Preferred Shares”). The distribution on the Series B Preferred Shares covers the period from, and including, October 30, 2024, up to, but excluding, January 30, 2025. The distribution for such period was payable on January 30, 2025, to all holders of record of Series B Preferred Shares as of January 15, 2025.
The Board also declared a quarterly cash distribution of $0.4921875 per share on the Company’s 7.875% Series C Preferred Shares (the “Series C Preferred Shares”). The distribution on the Series C Preferred Shares covers the period from, and including, October 30, 2024, up to, but excluding, January 30, 2025. The distribution for such period was payable on January 30, 2025, to all holders of record of Series C Preferred Shares as of January 15, 2025.
CODI expects all cash distributions paid in the 2024 taxable year to be qualified dividends (assuming requisite holding periods are met) since CODI’s earnings and profits in the 2024 taxable year are expected to exceed cash distributions.
2025 Outlook
For the Full Year 2025, CODI expects its current subsidiaries to produce consolidated Subsidiary Adjusted EBITDA (see “Note Regarding Use of Non-GAAP Financial Measures” below) of between $570 million and $610 million. Of this range, CODI expects its Branded Consumer vertical to produce $440 million to $465 million and its Industrial vertical to produce $130 million to $145 million. This estimate is based on the summation of the Company’s expectations for its current subsidiaries in 2025, and is absent additional acquisitions or divestitures, and excludes corporate expenses such as interest expense, management fees paid by CODI and corporate overhead.
CODI further expects Adjusted EBITDA (see “Note Regarding Use of Non-GAAP Financial Measures” below) including management fees and corporate expenses, to be between $480 million and $520 million for the full year 2025.
In addition, the Company expects to earn between $170 million and $190 million in Adjusted Earnings (see “Note Regarding Use of Non-GAAP Financial Measures” below) for the full year 2025.
In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, CODI has not reconciled 2025 consolidated Subsidiary Adjusted EBITDA, 2025 Adjusted EBITDA or 2025 Adjusted Earnings to their comparable GAAP measure because it does not provide guidance on Income (Loss) from Continuing Operations or Net Income (Loss) or the applicable reconciling items as a result of the uncertainty regarding, and the potential variability of, these items. 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
Management will host a conference call on Wednesday, February 27, 2025, at 5:00 p.m. E.T. / 2:00 p.m. PT with the Company’s Chief Executive Officer, Elias Sabo, the Company’s Chief Financial Officer, Stephen Keller, and Pat Maciariello the Chief Operating Officer of Compass Group Management. A live


webcast of the call will be available on the Investor Relations section of CODI’s website. To access the call by phone, please go to this link (registration link) and you will be provided with dial in details. To avoid delays, we encourage participants to dial into the conference call 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 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 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. We believe that Adjusted EBITDA and Adjusted Earnings provides useful information to investors and reflect important financial measures as each 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 Net Income (Loss) and Income (Loss) from Continuing Operations, Adjusted Earnings 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 provides insight into our operating results.
Pro forma net sales is defined as net sales including the historical net sales relating to the pre-acquisition periods of The Honey Pot Co., assuming that the Company acquired The Honey Pot Co. on January 1, 2023. We have reconciled pro forma net sales to net sales, the most directly comparable GAAP financial measure, on the attached schedules. We believe that pro forma net sales is useful information for investors as it provides a better understanding of sales performance, and relative changes thereto, on a comparable basis. Pro forma net sales is not necessarily indicative of what the actual results would have been if the acquisition had in fact occurred on the date or for the periods indicated nor does it purport to project net sales for any future periods or as of any date.
In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, we have not reconciled 2025 consolidated Subsidiary Adjusted EBITDA, 2025 Adjusted EBITDA or 2025 Adjusted Earnings to their comparable GAAP measures because we do not provide guidance on Net Income (Loss) from Continuing Operations or Net Income (Loss) 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 and pro forma net sales 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
Since its IPO in 2006, CODI has consistently executed its strategy of owning and managing a diverse set of highly defensible, middle-market businesses across the branded consumer, industrial, healthcare, and critical outsourced services sectors. The Company leverages its permanent capital base, long-term disciplined approach, and actionable expertise to maintain controlling ownership interests in each of its subsidiaries, 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 has consistently generated strong returns through its culture of transparency, alignment, and accountability. For more information, please visit compassdiversified.com.


Forward Looking Statements
Certain statements in this press release may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements as to our future performance or liquidity, such as expectations regarding our results of operations and financial condition, our 2025 consolidated Subsidiary Adjusted EBITDA, our 2025 Adjusted EBITDA, our 2025 Adjusted Earnings, our pending acquisitions and divestitures, and other statements with regard to the future performance of CODI. We may use words such as “plans,” “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “seek,” “look,” and similar expressions to identify forward-looking statements. The forward-looking statements contained in this press release involve risks and uncertainties. Actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere in CODI’s annual report on Form 10-K for the year ended December 31, 2024 and its quarterly reports on Form 10-Q. Other factors that could cause actual results to differ materially include: changes in the economy, financial markets and political environment, including changes in inflation, interest rates and U.S. tariff and import/exprt regulations; risks associated with possible disruption in CODI’s operations or the economy generally due to terrorism, war, natural disasters, social, civil and political unrest or the COVID-19 pandemic; 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 high labor costs; our business prospects and the prospects of our subsidiaries; the impact of, and ability to successfully complete and integrate, acquisitions that we may make; the ability to successfully complete when we’ve executed divestitures agreements; 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; and other considerations that may be disclosed from time to time in CODI’s publicly disseminated documents and filings. Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the date on which they are made. Although, except as required by law, CODI undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that CODI may make directly to you or through reports that it in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.


Investor Relations
Compass Diversified
irinquiry@compassdiversified.com

Gateway Group
Cody Slach
949.574.3860
CODI@gateway-grp.com

Media Relations
Compass Diversified
mediainquiry@compassdiversified.com

The IGB Group    
Leon Berman
212-477-8438
lberman@igbir.com



Compass Diversified Holdings
Condensed Consolidated Balance Sheets
(in thousands)December 31, 2024December 31, 2023
Assets
Current assets
Cash and cash equivalents
$59,727 $446,684 
Accounts receivable, net
444,386 308,183 
Inventories, net962,408 723,194 
Prepaid expenses and other current assets
101,129 88,844 
Current assets of discontinued operations— 36,915 
Total current assets
1,567,650 1,603,820 
Property, plant and equipment, net244,746 191,283 
Goodwill982,253 859,907 
Intangible assets, net1,049,186 879,078 
Other non-current assets208,587 195,010 
Non-current assets of discontinued operations— 87,883 
Total assets$4,052,422 $3,816,981 
Liabilities and stockholders’ equity
Current liabilities
Accounts payable $104,304 $91,089 
Accrued expenses197,829 151,443 
Due to related parties18,036 16,025 
Current portion, long-term debt15,000 10,000 
Other current liabilities49,617 34,812 
Current liabilities of discontinued operations— 8,986 
Total current liabilities384,786 312,355 
Deferred income taxes119,948 118,882 
Long-term debt1,759,290 1,661,879 
Other non-current liabilities225,334 203,207 
Non-current liabilities of discontinued operations— 1,277 
Total liabilities2,489,358 2,297,600 
Stockholders' equity
Total stockholders' equity attributable to Holdings1,296,793 1,326,750 
Noncontrolling interest 266,271 175,875 
Noncontrolling interest of discontinued operations— 16,756 
Total stockholders' equity
1,563,064 1,519,381 
Total liabilities and stockholders’ equity$4,052,422 $3,816,981 




Compass Diversified Holdings
Consolidated Statements of Operations

Three months ended December 31,Year ended December 31,
(in thousands, except per share data)2024202320242023
Net revenues$620,255 $544,915 $2,198,233 $1,965,017 
Cost of revenues349,238 312,972 1,197,873 1,132,014 
Gross profit271,017 231,943 1,000,360 833,003 
Operating expenses:
Selling, general and administrative expense166,256 140,831 587,520 502,013 
Management fees19,453 16,784 74,767 67,945 
Amortization expense24,735 22,088 99,760 88,396 
Impairment expense— 56,832 8,182 89,400 
Operating income (loss)60,573 (4,592)230,131 85,249 
Other income (expense):
Interest expense, net(29,189)(24,827)(106,683)(105,179)
Amortization of debt issuance costs(1,004)(1,004)(4,018)(4,038)
Gain (loss) on sale of Crosman— (24,218)— 
Other income (expense), net412 (350)(3,902)1,779 
Net income (loss) before income taxes30,792 (30,773)91,310 (22,189)
Provision for income taxes8,567 6,290 49,012 22,639 
Income (loss) from continuing operations22,225 (37,063)42,298 (44,828)
Income (loss) from discontinued operations, net of income tax(7,006)(3,026)(6,905)24,208 
Gain on sale of discontinued operations8,612 179,530 11,957 283,025 
Net income23,831 139,441 47,350 262,405 
Less: Net income (loss) attributable to noncontrolling interest13,631 2,828 37,426 16,423 
Less: Net income (loss) from discontinued operations attributable to noncontrolling interest(1,721)(824)(2,884)(304)
Net income attributable to Holdings$11,921 $137,437 $12,808 $246,286 
Basic income (loss) per common share attributable to Holdings
Continuing operations$(0.10)$(0.75)$(1.25)$(1.81)
Discontinued operations0.04 2.45 0.11 4.27 
$(0.06)$1.70 $(1.14)$2.46 
Basic weighted average number of common shares outstanding75,505 72,429 75,454 72,105 
Cash distributions declared per Trust common share$0.25 $0.25 $1.00 $1.00 



Compass Diversified Holdings
Net Income to Non-GAAP Adjusted Earnings and Non-GAAP Adjusted EBITDA - 2024
(Unaudited)
Three months endedYear ended
(in thousands)March 31, 2024June 30, 2024September 30, 2024December 31, 2024December 31, 2024
Net income (loss)$5,781 $(13,723)$31,461 $23,831 $47,350 
Income (loss) from discontinued operations, net of tax317 872 (1,088)(7,006)(6,905)
Gain (loss) on sale of discontinued operations, net of tax3,345 — — 8,612 11,957 
Net income (loss) from continuing operations$2,119 $(14,595)$32,549 $22,225 $42,298 
Less: income from continuing operations attributable to noncontrolling interest7,765 6,041 9,989 13,631 37,426 
Net income (loss) attributable to Holdings - continuing operations$(5,646)$(20,636)$22,560 $8,594 $4,872 
Adjustments:
Distributions paid - preferred shares(6,045)(6,101)(6,345)(6,967)(25,458)
Amortization expense - intangible assets and inventory step-up27,116 26,642 24,956 26,341 105,055 
Impairment expense8,182 — — — 8,182 
Loss (gain) on sale of Crosman— 24,606 (388)— 24,218 
Tax effect - loss on sale of Crosman— 7,254 — — 7,254 
Non-controlling shareholder compensation4,071 3,680 4,537 4,057 16,345 
Acquisition expense3,479 — — 1,872 5,351 
Integration services fee— 875 875 875 2,625 
Other274 130 964 11,820 13,188 
Adjusted earnings$31,431 $31,431 $36,450 $47,159 $46,592 $161,632 
Plus (less):
Depreciation expense10,730 10,339 10,180 12,642 43,891 
Income tax provision9,996 19,830 10,619 8,567 49,012 
Interest expense23,575 26,561 27,358 29,189 106,683 
Amortization of debt issuance costs1,005 1,004 1,005 1,004 4,018 
Income from continuing operations attributable to noncontrolling interest7,765 6,041 9,989 13,631 37,426 
Tax effect - loss on sale of Crosman— (7,254)— — (7,254)
Preferred distributions6,045 6,101 6,345 6,967 25,458 
Other2,879 1,375 60 (412)3,902 
Adjusted EBITDA$93,426 $100,447 $112,715 $118,180 $424,768 





Compass Diversified Holdings
Net Income (Loss) to Non-GAAP Adjusted Earnings and Non-GAAP Adjusted EBITDA - 2023
(Unaudited)
Three months endedYear ended
(in thousands)March 31, 2023June 30, 2023September 30, 2023December 31, 2023December 31, 2023
Net income (loss)$109,601 $17,123 $(3,760)$139,441 $262,405 
Income (loss) from discontinued options, net of tax10,939 5,437 10,858 (3,026)24,208 
Gain on sale of discontinued operations, net of tax97,989 4,232 1,274 179,530 283,025 
Net income (loss) from continuing operations$673 $7,454 $(15,892)$(37,063)$(44,828)
Less: income (loss) from continuing operations attributable to noncontrolling interest4,398 3,428 5,769 2,828 16,423 
Net income (loss) attributable to Holdings - continuing operations$(3,725)$4,026 $(21,661)$(39,891)$(61,251)
Adjustments:
Distributions paid - preferred shares(6,045)(6,046)(6,045)(6,045)(24,181)
Amortization expense - intangible assets and inventory step-up23,283 22,111 22,090 22,088 89,572 
Impairment expense— — 32,568 56,832 89,400 
Tax effect - impairment expense— — (4,308)978 (3,330)
Non-controlling interest - impairment expense— — — (5,382)(5,382)
Non-controlling shareholder compensation1,329 2,895 2,438 2,789 9,451 
Integration services fee1,187 1,188 — 2,375 
Other432 348 349 3,377 4,506 
Adjusted earnings$16,461 $24,522 $25,431 $34,746 $101,160 
Plus (less):
Depreciation expense11,006 11,958 11,853 11,142 45,959 
Income tax provision7,471 4,421 4,457 6,290 22,639 
Interest expense26,180 26,613 27,559 24,828 105,180 
Amortization of debt issuance costs1,005 1,024 1,005 1,004 4,038 
Income from continuing operations attributable to noncontrolling interest4,398 3,428 5,769 2,828 16,423 
Tax effect - impairment expense— — 4,308 (978)3,330 
Non-controlling interest - impairment expense— — — 5,382 5,382 
Distributions paid - preferred shares6,045 6,046 6,045 6,045 24,181 
Other(1,160)75 (1,044)349 (1,780)
Adjusted EBITDA$71,406 $78,087 $85,383 $91,636 $326,512 


Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three Months Ended December 31, 2024
(Unaudited)
(in thousands)Corporate5.11BOALuganoPrimaLoftTHPVelocity OutdoorAltor SolutionsArnoldSternoConsolidated
Net income (loss) from continuing operations $(8,045)$2,040 $4,543 $35,133 $(5,314)$(1,997)$(1,483)$(441)$(9,138)$6,927 $22,225 
Adjusted for:
Provision (benefit) for income taxes(2,095)(266)1,042 11,294 (2,010)(305)(264)(912)(196)2,280 8,568 
Interest expense, net29,134 (11)(5)— (55)(24)(1)— 151 — 29,189 
Intercompany interest(41,740)3,252 4,409 15,596 4,390 2,725 1,635 5,159 1,808 2,766 — 
Depreciation and amortization51 5,536 5,343 2,763 5,331 4,163 1,363 9,303 2,511 3,623 39,987 
EBITDA(22,695)10,551 15,332 64,786 2,342 4,562 1,250 13,109 (4,864)15,596 99,969 
Other (income) expense— (46)489 280 176 8 (1,177)24 — (167)(413)
Non-controlling shareholder compensation— 499 1,331 775 559 517 (153)247 5 277 4,057 
Acquisition expenses— — — — — — — 1,872 — — 1,872 
Integration services fee— — — — — 875 — — — — 875 
Other— — — — — — 1,500 696 9,546 78 11,820 
Adjusted EBITDA
$(22,695)$11,004 $17,152 $65,841 $3,077 $5,962 $1,420 $15,948 $4,687 $15,784 $118,180 










Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Three Months Ended December 31, 2023
(Unaudited)
(in thousands)Corporate5.11BOALuganoPrimaLoftVelocity OutdoorAltor SolutionsArnoldSternoConsolidated
Net income (loss) from continuing operations $(12,982)$9,840 $1,345 $20,847 $(64,383)$(3,183)$4,260 $3,523 $3,670 $(37,063)
Adjusted for:
Provision (benefit) for income taxes301 1,004 639 4,293 (2,549)289 1,797 921 (406)6,289 
Interest expense, net24,732 (4)(9)— (2)120 — (11)— 24,826 
Intercompany interest(33,291)4,546 2,548 10,177 4,780 3,440 2,303 1,728 3,769 — 
Depreciation and amortization366 6,143 5,496 2,258 5,394 3,259 4,183 2,193 4,943 34,235 
EBITDA(20,874)21,529 10,019 37,575 (56,760)3,925 12,543 8,354 11,976 28,287 
Other (income) expense(1)— (412)— (19)(75)(66)(31)1,239 (4)(280)351 
Non-controlling shareholder compensation— 203 950 162 761 228 186 1 298 2,789 
Impairment expense— — — — 57,810 (978)— — — 56,832 
Other— — 3,072 — — — — — 305 3,377 
Adjusted EBITDA
$(20,875)$21,320 $14,022 $37,662 $1,745 $3,144 $13,968 $8,351 $12,299 $91,636 













Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Year ended December 31, 2024
(Unaudited)
(in thousands)Corporate5.11BOALuganoPrimaLoftTHPVelocity OutdoorAltor SolutionsArnoldSternoConsolidated
Net income (loss) from continuing operations $(35,634)$20,634 $20,791 $94,390 $(10,575)$(9,761)$(54,851)$5,635 $(2,969)$14,638 $42,298 
Adjusted for:
Provision (benefit) for income taxes(2,095)4,526 4,962 31,304 (3,741)(2,894)6,810 2,280 2,986 4,874 49,012 
Interest expense, net106,414 (14)(21)3 (70)(52)52 — 371 — 106,683 
Intercompany interest(157,585)13,366 20,125 56,013 17,916 10,552 9,255 10,771 7,121 12,466 — 
Depreciation and amortization677 22,734 21,594 10,334 21,318 18,974 8,042 21,553 9,265 18,473 152,964 
EBITDA(88,223)61,246 67,451 192,044 24,848 16,819 (30,692)40,239 16,774 50,451 350,957 
Other (income) expense462 40 511 219 181 3 24,557 2,746 (9)(590)28,120 
Non-controlling shareholder compensation— 2,129 5,683 2,437 2,382 1,674 403 988 18 631 16,345 
Impairment expense— — — — — 8,182 — — — 8,182 
Acquisition expenses— — — — — 3,479 — 1,872 — — 5,351 
Integration services fee— — — — — 2,625 — — — — 2,625 
Other— — — — — 90 1,500 696 10,426 476 13,188 
Adjusted EBITDA$(87,761)$63,415 $73,645 $194,700 $27,411 $24,690 $3,950 $46,541 $27,209 $50,968 $424,768 










Compass Diversified Holdings
Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
Year ended December 31, 2023
(Unaudited)
(in thousands)Corporate5.11BOALuganoPrimaLoftVelocity OutdoorAltor SolutionsArnoldSternoConsolidated
Net income (loss) from continuing operations $(60,454)$21,690 $16,496 $52,315 $(69,883)$(40,045)$16,504 $10,434 $8,115 $(44,828)
Adjusted for:
Provision (benefit) for income taxes301 4,994 2,863 14,589 (5,673)(5,616)5,890 4,185 1,106 22,639 
Interest expense, net104,855 (8)(18)4 (11)352 — 5 — 105,179 
Intercompany interest(126,240)20,244 7,580 32,837 18,123 13,510 10,486 6,806 16,654 — 
Depreciation and amortization1,498 26,009 22,932 9,229 21,478 13,282 16,741 8,441 19,959 139,569 
EBITDA(80,040)72,929 49,853 108,974 (35,966)(18,517)49,621 29,871 45,834 222,559 
Other (income) expense(128)(515)98 (80)62 (1,210)1,440 (5)(1,441)(1,779)
Non-controlling shareholder compensation— 1,191 3,019 1,474 980 914 986 27 860 9,451 
Impairment expense— — — — 57,810 31,590 — — — 89,400 
Integration services fee— — — — 2,375 — — — — 2,375 
Other— — 3,072 — — — — — 1,434 4,506 
Adjusted EBITDA$(80,168)$73,605 $56,042 $110,368 $25,261 $12,777 $52,047 $29,893 $46,687 $326,512 







Compass Diversified Holdings
Adjusted EBITDA
(Unaudited)
Three months ended December 31,Year ended December 31,
(in thousands)2024202320242023
Branded Consumer
5.11 $11,004 $21,320 $63,415 $73,605 
BOA17,152 14,022 73,645 56,042 
Lugano65,841 37,662 194,700 110,368 
PrimaLoft
3,077 1,745 27,411 25,261 
The Honey Pot Co. (1)
5,962 — 24,690 — 
Velocity Outdoor 1,420 3,144 3,950 12,777 
Total Branded Consumer$104,456 $77,893 $387,811 $278,053 
Industrial
Altor Solutions$15,948 $13,968 $46,541 $52,047 
Arnold Magnetics4,687 8,351 27,209 29,893 
Sterno 15,784 12,299 50,968 46,687 
Total Industrial$36,419 $34,618 $124,718 $128,627 
Corporate expense
(22,695)(20,875)(87,761)(80,168)
Total Adjusted EBITDA$118,180 $91,636 $424,768 $326,512 
(1)
The above results for The Honey Pot Co. do not include management's estimate of Adjusted EBITDA, before the Company's ownership of $3.9 million for the year ended December 31, 2024, and $7.8 million and $28.7 million, respectively, for the three months and year ended December 31, 2023. The Honey Pot Co. was acquired on January 31, 2024.




Compass Diversified Holdings
Net Sales to Pro Forma Net Sales Reconciliation
(unaudited)
Three months ended December 31,Year ended December 31,
(in thousands)2024202320242023
Net Sales$620,255 $544,915 $2,198,233 $1,965,017 
Acquisitions (1)
— 24,905 10,671 107,311 
Pro Forma Net Sales$620,255 $569,820 $2,208,904 $2,072,328 
(1) Acquisitions reflects the net sales for The Honey Pot Co. on a proforma basis as if we had acquired this business on January 1, 2023.


Compass Diversified Holdings
Subsidiary Pro Forma Net Sales
(unaudited)
Three months ended December 31,Year ended December 31,
(in thousands)2024202320242023
Branded Consumer
5.11 $144,768 $147,394 $532,161 $533,089 
BOA48,141 42,435 190,811 155,825 
Lugano149,685 104,750 470,666 308,321 
PrimaLoft12,708 9,434 74,226 67,053 
The Honey Pot (1)
28,697 24,905 115,260 107,311 
Velocity Outdoor 19,008 45,842 96,427 172,190 
Total Branded Consumer$403,007 $374,760 $1,479,551 $1,343,789 
Industrial
Altor Solutions81,322 56,417 239,068 238,030 
Arnold Magnetics41,292 44,632 171,837 166,679 
Sterno 94,634 94,011 318,448 323,830 
Total Industrial$217,248 $195,060 $729,353 $728,539 
Total Subsidiary Net Sales$620,255 $569,820 $2,208,904 $2,072,328 
(1) Net sales for The Honey Pot are pro forma as if we had acquired this business on January 1, 2023.


Compass Diversified Holdings
Condensed Consolidated Cash Flows


Three months ended December 31,Year ended December 31,
(in thousands)2024202320242023
Net cash provided by (used in) operating activities$9,974 $21,128 $(67,636)$78,080 
Net cash provided by (used in) investing activities(70,199)466,213 (422,450)570,503 
Net cash provided by (used in) financing activities49,732 (102,236)100,614 (260,163)
Foreign currency impact on cash(1,727)636 (1,278)786 
Net increase (decrease) in cash and cash equivalents(12,220)385,741 (390,750)389,206 
Cash and cash equivalents - beginning of the period(1)
71,947 64,736 450,477 61,271 
Cash and cash equivalents - end of the period$59,727 $450,477 $59,727 $450,477 

(1) Includes cash from discontinued operations of $3.8 million at January 1, 2024 and $8.5 million at January 1, 2023.




Compass Diversified Holding
Selected Financial Data - Cash Flows
Three months ended December 31,Year ended December 31,
(in thousands)2024202320242023
Changes in operating assets and liabilities$(37,286)$(24,390)$(292,884)$(160,281)
Purchases of property and equipment$(22,858)$(17,239)$(56,701)$(55,016)
Distributions paid - common shares$(18,913)$(17,955)$(75,490)$(71,967)
Distributions paid - preferred shares$(6,967)$(6,045)$(25,458)$(24,181)