pass Diversified LLC(CODI)
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pass Diversified LLC(CODI) - 2025 Q3 - Quarterly Report
2026-01-14 21:12
Financial Performance - Net revenues for Q3 2025 were $472.6 million, a 3% increase from $456.6 million in Q3 2024[22] - Gross profit for Q3 2025 was $207.7 million, compared to $196.6 million in Q3 2024, reflecting a gross margin improvement[22] - Operating loss for Q3 2025 was $(11.1) million, a decrease from an operating income of $8.3 million in Q3 2024[22] - Net loss for Q3 2025 was $(87.2) million, compared to a net loss of $(65.5) million in Q3 2024, indicating a worsening financial performance[22] - Basic loss per common share attributable to Holdings for Q3 2025 was $(1.21), compared to $(0.62) in Q3 2024[22] - The company reported a comprehensive loss of $(86.2) million for Q3 2025, compared to $(64.1) million in Q3 2024[25] - The company reported a net loss of $74,015,000 for the quarter ending July 1, 2025, indicating a worsening financial position compared to previous periods[29] - The net loss for the quarter ending September 30, 2024, is $36,032,000, compared to a net loss of $28,922,000 in the previous quarter, indicating an increase in losses of about 24%[29] - The company reported a net loss from continuing operations of $(73.492) million for the three months ended September 30, 2025, compared to $(35.536) million for the same period in 2024[155] Assets and Liabilities - Total current assets increased to $1,010.8 million as of September 30, 2025, up from $964.8 million at December 31, 2024[20] - Total liabilities rose to $2,928.8 million as of September 30, 2025, compared to $2,766.8 million at December 31, 2024[20] - Total stockholders' equity attributable to Holdings decreased to $519.2 million as of September 30, 2025, from $678.6 million at December 31, 2024[20] - The company has a total stockholders' equity of $318,366,000 as of September 30, 2025, which is a decrease from $519,217,000, indicating a decline of approximately 38.7%[29] - Cash and cash equivalents increased to $61.1 million as of September 30, 2025, from $59.7 million at December 31, 2024[20] - The company's property, plant, and equipment totaled $491.8 million as of September 30, 2025, down from $498.3 million at the end of 2024[76] - Inventory increased to $602.2 million as of September 30, 2025, compared to $571.2 million at the end of 2024, marking a rise of 5.4%[77] Cash Flow and Investments - Cash used in operating activities for continuing operations was $53,834 thousand for the nine months ended September 30, 2025, compared to $144,343 thousand in 2024, indicating a significant reduction in cash outflow[32] - Total cash used in investing activities for the nine months ended September 30, 2025, was $33,084 thousand, a decrease from $352,251 thousand in 2024, reflecting improved cash management[32] - The company reported a gain on the sale of discontinued operations of $2,326 thousand in 2025, compared to $3,345 thousand in 2024, reflecting ongoing divestiture activities[32] - Cash and cash equivalents at the end of the period were $61,139 thousand in 2025, a decrease from $71,879 thousand in 2024, indicating a tightening liquidity position[34] Financing Activities - Proceeds from the issuance of Trust preferred shares were $58,998 thousand in 2025, compared to $26,944 thousand in 2024, showing a substantial increase in financing through preferred shares[34] - Borrowings from the revolving credit facility amounted to $98,000 thousand in 2025, down from $349,000 thousand in 2024, indicating a reduction in reliance on short-term debt[34] - The company issued $300 million of 5.000% Senior Notes due 2032, with interest payable semi-annually[111] - The company also issued $1,000 million of 5.250% Senior Notes due 2029, with interest payable semi-annually[113] - The total outstanding long-term debt as of September 30, 2025, was $1.88 billion, with significant components including $1.02 billion in 2029 Senior Notes and $305.3 million in 2032 Senior Notes[127] Acquisitions and Divestitures - The Company acquired The Honey Pot Company on January 31, 2024, through a merger and stock purchase agreement, making it a wholly-owned subsidiary[56] - The Company completed the sale of Ergobaby during Q4 2024, with results reported as discontinued operations for the three and nine months ended September 30, 2024[48] - The Company recorded a pre-tax gain of $6.1 million from the sale of Ergobaby, with total proceeds of approximately $99.1 million received at closing[68] - The sale of Crosman Corporation resulted in a loss of $24.6 million, with net proceeds of approximately $61.9 million used to repay intercompany credit[70] Segment Information - As of September 30, 2025, Compass Diversified Holdings controls nine operating segments, including 5.11 Acquisition Corp. and The Honey Pot Co.[37] - The Company operates nine reportable operating segments, each representing a platform acquisition with distinct products and services[217] - 5.11 specializes in technical apparel and gear for law enforcement and military professionals, emphasizing innovation and user collaboration[217] - The Honey Pot Co. offers plant-derived feminine care products and is available in over 33,000 stores across the U.S.[218] Legal and Compliance - The Company is subject to ongoing investigations by the SEC and DOJ due to the withdrawal of reliance on its financial statements for 2024, 2023, and 2022[192] - The Company intends to vigorously defend itself against claims and believes it has strong defenses available[184] - The Company has identified potential defaults under the Credit Agreement due to irregularities at its subsidiary, Lugano, leading to a Forbearance Agreement with lenders[101] Management and Governance - The Company has an at-the-market equity offering program allowing for the issuance of up to $500 million in common shares, refreshed on September 5, 2024[133] - Management fees paid by the LLC to Compass Group Management LLC are limited to $10.5 million per fiscal quarter[103] - The Company suspended quarterly cash distributions to common shareholders on May 27, 2025, to preserve cash amid the Lugano Investigation[141]
Compass Diversified Reports Third Quarter 2025 Financial Results
Globenewswire· 2026-01-14 21:10
Core Insights - Compass Diversified (CODI) has reported its consolidated operating results for the three and nine months ended September 30, 2025, and confirmed compliance with SEC filing requirements for 2025 [1][2]. Financial Performance - For Q3 2025, CODI reported net sales of $472.6 million, an increase from $456.6 million in Q3 2024, representing a growth of approximately 3% [14]. - The gross profit for Q3 2025 was $207.7 million, compared to $196.6 million in Q3 2024, indicating a year-over-year increase of about 5.7% [14]. - Operating income for Q3 2025 was a loss of $11.1 million, down from an operating income of $8.3 million in Q3 2024 [15]. - The net loss attributable to Holdings for Q3 2025 was $74.0 million, compared to a net loss of $36.0 million in Q3 2024 [16]. Adjusted Financial Metrics - The company expects full-year 2025 subsidiary Adjusted EBITDA to be between $335 million and $355 million, excluding Lugano Holding, Inc. [3]. - Adjusted EBITDA for Q3 2025 was reported at $30.3 million, down from $48.6 million in Q3 2024 [17]. - For the nine months ended September 30, 2025, Adjusted EBITDA totaled $122.4 million, compared to $137.0 million for the same period in 2024 [21]. Balance Sheet Highlights - As of September 30, 2025, total assets were $3.25 billion, a decrease from $3.30 billion as of December 31, 2024 [12]. - Total liabilities increased to $2.93 billion from $2.77 billion at the end of 2024 [12]. - Stockholders' equity attributable to Holdings decreased to $519.2 million from $678.6 million at the end of 2024 [12]. Management Commentary - The CEO expressed confidence in the company's compliance with SEC requirements and highlighted the solid performance of its operating subsidiaries, excluding Lugano, amidst a challenging macroeconomic environment [2]. - The focus remains on strategic priorities aimed at delivering long-term shareholder value through performance enhancement and growth investments [2].
Compass Diversified Announces Third Quarter and Year-to-Date 2025 Earnings and Conference Call Information
Globenewswire· 2026-01-07 21:10
WESTPORT, Conn., Jan. 07, 2026 (GLOBE NEWSWIRE) -- Compass Diversified (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle-market branded consumer and industrial businesses, announced today that it plans to report financial results for the third quarter ended September 30, 2025 on Wednesday, January 14, 2026 after market close. The Company has scheduled a conference call at 5:00 p.m. ET to review its third quarter and year-to-date financial results and business outlook. A live webcast of the ...
Compass Diversified Announces Third Quarter and Year-to-Date 2025 Earnings and Conference Call Information
Globenewswire· 2026-01-07 21:10
Core Viewpoint - Compass Diversified (CODI) plans to report its financial results for the third quarter ended September 30, 2025, on January 14, 2026, after market close, and will hold a conference call to discuss these results and the business outlook [1]. Financial Reporting - The financial results will cover the third quarter and year-to-date performance [1]. - A live webcast of the conference call will be available on the Investor Relations section of CODI's website, with participants encouraged to log in 15 minutes early [2]. Investor Relations - For inquiries, investors can contact Compass Diversified via email at irinquiry@compassdiversified.com [4].
Compass Diversified: Lugano's Collapse, Honey Pot Sale, And Anxiety With Preferreds (CODI)
Seeking Alpha· 2026-01-06 10:57
Compass Diversified's ( CODI ) largest profit-generating business has collapsed, opening up material uncertainty around the future of the business and ramping up the anxiety around the preferreds. Lugano Diamonds ("LD") filed for ChapterThe equity market is a powerful mechanism as daily fluctuations in price get aggregated to incredible wealth creation or destruction over the long term. Pacifica Yield aims to pursue long-term wealth creation with a focus on undervalued yet high-growth companies, high-divide ...
Compass Diversified Declares Fourth Quarter 2025 Distributions on Series A, B and C Preferred Shares
Globenewswire· 2026-01-05 21:10
Core Viewpoint - Compass Diversified (CODI) has declared quarterly cash distributions for its three series of preferred shares, reflecting its ongoing commitment to returning value to shareholders [1]. Distribution Details - The Board declared a cash distribution of $0.453125 per share for the 7.250% Series A Preferred Shares, covering the period from October 30, 2025, to January 30, 2026, payable on January 30, 2026, to holders of record as of January 15, 2026 [2]. - A cash distribution of $0.4921875 per share was declared for both the 7.875% Series B and Series C Preferred Shares, also covering the same period and payable on January 30, 2026, to holders of record as of January 15, 2026 [3][4]. Tax Implications - CODI's preferred cash distributions are expected to generally qualify as "qualified dividends" for U.S. federal income tax purposes, contingent upon being paid from "earnings and profits" and meeting the requisite holding period [5].
Compass Diversified Reports Second Quarter 2025 Financial Results
Globenewswire· 2025-12-29 13:10
Core Viewpoint - Compass Diversified (CODI) reported its consolidated operating results for the three months ended June 30, 2025, and reiterated its full-year 2025 subsidiary Adjusted EBITDA expectations of $330 million to $360 million, excluding Lugano Holding, Inc. [1][2] Financial Performance - For the three months ended June 30, 2025, net sales were $478.69 million, an increase from $426.71 million in the same period of 2024, representing a growth of approximately 12.2% [12]. - Gross profit for the same period was $208.54 million, compared to $188.19 million in 2024, indicating a growth of about 10.8% [12]. - Operating income (loss) was reported at $(27.24) million, a decline from $7.48 million in the previous year [13]. - The net loss attributable to Holdings for the three months was $(51.22) million, compared to $(73.05) million in 2024 [12][14]. Adjusted Financial Metrics - Adjusted EBITDA for the three months ended June 30, 2025, was $46.53 million, slightly down from $47.91 million in the same period of 2024 [14]. - Adjusted Earnings for the same period were $(1.03) million, compared to $(18.31) million in 2024 [14]. Balance Sheet Highlights - As of June 30, 2025, total assets were $3.27 billion, a slight decrease from $3.30 billion as of December 31, 2024 [10]. - Total liabilities increased to $2.86 billion from $2.77 billion in the previous year [10]. - Total stockholders' equity attributable to Holdings was $601.88 million, down from $678.62 million in 2024 [10]. Future Outlook - The company continues to focus on strong operating performance across its subsidiaries and disciplined capital allocation to generate long-term shareholder value [2].
pass Diversified LLC(CODI) - 2025 Q2 - Quarterly Report
2025-12-29 12:55
Financial Performance - Net revenues for Q2 2025 reached $478.69 million, a 12.2% increase from $426.71 million in Q2 2024[24] - Gross profit for the six months ended June 30, 2025, was $404.57 million, compared to $363.14 million for the same period in 2024, reflecting an increase of 11.5%[24] - Operating loss for Q2 2025 was $27.24 million, compared to an operating income of $7.48 million in Q2 2024[24] - Net loss attributable to Holdings for Q2 2025 was $51.22 million, a decrease from $73.05 million in Q2 2024[24] - Basic loss per common share attributable to Holdings for Q2 2025 was $(0.88), compared to $(1.12) in Q2 2024[24] - Total comprehensive loss attributable to Holdings for the six months ended June 30, 2025, was $78.55 million, compared to $133.75 million for the same period in 2024[27] - Net loss for the six months ended June 30, 2025, was $127,682 thousand, compared to a net loss of $188,358 thousand for the same period in 2024, representing a 32.2% improvement[33] - Net loss from continuing operations attributable to common shares for Q2 2025 was $68,884,000, compared to a loss of $83,251,000 in Q2 2024, representing a 17.5% improvement year-over-year[144] - The company reported a net loss from continuing operations for the six months ended June 30, 2025, of $107,355,000, compared to $198,412,000 for the same period in 2024, a 45.9% reduction[146] Assets and Liabilities - Total assets as of June 30, 2025, were $3.27 billion, slightly down from $3.30 billion as of December 31, 2024[21] - Current liabilities increased to $2.54 billion as of June 30, 2025, compared to $2.43 billion at the end of 2024, marking a rise of 4.3%[21] - Total stockholders' equity attributable to Holdings decreased to $601.88 million from $678.62 million at the end of 2024, a decline of 11.3%[21] - The balance of accumulated deficit increased to $(1,141,951) as of June 30, 2025[30] - Total debt as of June 30, 2025, amounted to $1,857.036 million, with a significant portion classified as current due to forbearance agreements[118] Cash Flow and Financing - Cash and cash equivalents increased to $73.76 million from $59.66 million at the end of 2024, representing a growth of 23.6%[21] - Cash used in operating activities for continuing operations was $64,508 thousand for the six months ended June 30, 2025, compared to $93,591 thousand in 2024, indicating a reduction of 30.1%[33] - Cash flows from financing activities generated net cash of $98,378 thousand in the first half of 2025, compared to $41,611 thousand in the same period of 2024, reflecting an increase of 136.1%[35] - Proceeds from the issuance of Trust preferred shares amounted to $58,998 thousand in 2025, significantly higher than $9,803 thousand in 2024[35] - The company entered into a First Amendment to its Credit Agreement, providing for an additional term loan of $200 million and delayed draw commitments of $100 million for acquisitions and working capital[97] Acquisitions and Dispositions - The acquisition of The Honey Pot Co. was completed on January 31, 2024, through a merger and stock purchase agreement, making it a wholly-owned subsidiary[57] - The fair value of identifiable assets acquired from The Honey Pot Co. was $313.2 million, with total liabilities assumed at $42.96 million, resulting in net identifiable assets of $270.29 million[61] - The company completed the sale of Ergobaby, which is reported as discontinued operations for the three and six months ended June 30, 2024[48] - The sale of Crosman Corporation resulted in a loss of $24.6 million, with net proceeds of approximately $61.9 million used to repay intercompany credit[71] Legal and Compliance Issues - The Company reported that it was not in compliance with certain financial covenants under its 2022 Credit Facility, but entered into a Fifth Amendment on December 19, 2025, waiving existing defaults and resetting financial covenants[40][41] - The company has ongoing investigations by the SEC and DOJ related to its financial statements and the conduct at its Lugano subsidiary[179] - The company is currently involved in multiple legal actions, including securities class actions and derivative actions, but cannot estimate the potential loss[172][177] Impairments and Expenses - The company incurred an impairment expense of $31,515 thousand in 2025, compared to $8,182 thousand in 2024, indicating a significant increase in impairment losses[33] - The company recognized an impairment loss of $29.5 million related to property, plant, and equipment and $1.9 million related to right-of-use assets due to the Lugano Investigation[88] - The company experienced a goodwill impairment expense of $8.2 million for Velocity Outdoor in the previous fiscal year, impacting overall financial performance[208] Management and Operational Changes - The company plans to continue its strategy of issuing shares to manage equity and support growth initiatives[30] - The management fees incurred for the quarter ended June 30, 2025, totaled $19.0 million, with an adjusted amount of $14.0 million calculated post-restatement[189] - The company estimates approximately $43.1 million in overpaid management fees as of March 31, 2025, which will reduce future payments on a dollar-for-dollar basis[188] Revenue Recognition and Segment Performance - The company recognizes revenue when control of goods or services is obtained by the customer, excluding sales incentives and taxes[72] - Total revenue for the three months ended June 30, 2025, was $478.69 million, a 12.2% increase from $426.71 million in the same period of 2024[74] - The Honey Pot Co. generated $32.8 million in revenue for the three months ended June 30, 2025, compared to $24.18 million in the same period of 2024, reflecting a 35.7% increase[74] - Total consolidated operating loss for the company was $27.2 million for the three months ended June 30, 2025, compared to an operating income of $7.5 million for the same period in 2024[205][206] Shareholder Distributions - The Company suspended its quarterly cash distribution to common shareholders on May 27, 2025, due to the Lugano Investigation, to preserve cash[131][132] - Total cash distributions for Trust common shares in Q1 2025 amounted to $18,809,000, maintaining a cash distribution per share of $0.25[147] - The Company declared cash distributions for Series A Preferred Shares of $2,120,000 for the period ending April 29, 2025[147] Future Projections and Concerns - The Company continues to evaluate its ability to comply with amended financial covenants, raising substantial doubt about its ability to continue as a going concern[43] - The company expects to contribute approximately $0.2 million to the defined benefit plan for the remainder of 2025[160] - The company intends to adjust future profit allocation payments to reflect the impact of the restatement of its financial statements[193]
Compass Diversified stock jumps after full access to $100M credit line restored (CODI:NYSE)
Seeking Alpha· 2025-12-22 17:34
Compass Diversified (CODI) stock popped 8.7% in Monday midday trading in the first trading session since the holding company amended its credit agreement to get full access to its $100M revolving credit facilities. "This amendment supports our focus on cash ...
Compass Diversified (NYSE:CODI) Quarterly Earnings Preview and Financial Challenges
Financial Modeling Prep· 2025-12-20 03:00
Analysts expect earnings per share of $0.61 and revenue of approximately $497.2 million for the upcoming quarterly earnings.CODI has restored full access to a $100 million revolving credit facility, enhancing its financial capacity and flexibility.Compass Diversified (NYSE:CODI) is a company that owns a diverse portfolio of middle-market branded consumer and industrial businesses. As CODI prepares to release its quarterly earnings on December 24, 2025, analysts expect an earnings per share of $0.61 and reve ...