Core Viewpoint - Compass Diversified's stock plummeted 59% following the announcement that its 2024 financial statements are unreliable due to irregularities at its Lugano Holding subsidiary [1][2]. Group 1: Financial Irregularities - An internal investigation into Lugano's financing and accounting practices has revealed significant irregularities, leading to a delay in filing the first quarter 2025 financial report and a restatement of 2024 results [2][4]. - The investigation is being conducted by outside counsel and a forensic accounting firm, which has already identified issues with Lugano's inventory and non-Compass financing arrangements [2][4]. Group 2: Leadership Changes - Moti Ferder, the founder and CEO of Lugano, resigned from all positions on May 7 and will not receive severance [3]. Group 3: Company Response - Elias Sabo, CEO of Compass Diversified, stated that the findings from the investigation do not reflect the company's values and emphasized the seriousness of the issues at Lugano [4]. Group 4: Legal Investigations - Hagens Berman is investigating potential violations of U.S. securities laws related to Compass Diversified, focusing on whether shareholders were misled and if the company's disclosures met federal obligations [5][6].

Core Insights - Compass Diversified Holdings' shares dropped over 60% on May 8, 2025, due to the company's announcement that its 2024 financial statements are unreliable because of irregularities at its subsidiary, Lugano Holding, Inc. [2] - The company has initiated an internal investigation into Lugano's financial reporting, uncovering irregularities in sales, cost of sales, inventory, accounts receivable, and unrecorded financing arrangements [2] - Following these disclosures, the filing of the Q1 2025 Form 10-Q has been delayed, and Lugano's founder and CEO has resigned without compensation [2] Company Investigation - Block & Leviton is investigating Compass Diversified Holdings for potential securities law violations and is reaching out to investors who have incurred losses [1][4] - Investors who purchased shares and experienced a decline in value may be eligible to recover losses, regardless of whether they sold their investments [3] Whistleblower Information - Individuals with non-public information about Compass Diversified Holdings are encouraged to assist in the investigation or report to the SEC under the whistleblower program, with potential rewards of up to 30% of any successful recovery [6] Legal Representation - Block & Leviton is recognized as a leading securities class action firm, having recovered billions for defrauded investors and representing many top institutional investors [7]

Investigation Overview - Berman Tabacco is investigating potential securities law violations by Compass Diversified Holdings (NASDAQ:CODI) [1] - Compass has initiated an internal investigation into the financing, accounting, and inventory practices of its subsidiary, Lugano Holding, Inc. [2] - The investigation was prompted by concerns reported to management regarding Lugano's practices [2] Internal Investigation Details - The Audit Committee of Compass retained outside legal counsel to assist in the ongoing investigation [2] - The focus of the investigation includes unrecorded financing arrangements and irregularities in sales, cost of sales, inventory, and accounts receivable at Lugano [2] - Due to preliminary findings, the Audit Committee concluded that the consolidated financial statements for the fiscal year ended December 31, 2024, should no longer be relied upon [2] Management Changes - Mordechai Haim 'Moti' Ferder resigned as CEO of Lugano and from all related positions on May 7, 2025, in connection with the investigation [2] - Following the announcement of the investigation, shares of Compass experienced a decline in after-hours trading [2]

Core Points - Compass Diversified (CODI) announced a quarterly cash distribution of $0.25 per share on its common shares, payable on April 24, 2025, to holders of record as of April 17, 2025 [1] - The Board declared a cash distribution of $0.453125 per share on the 7.250% Series A Preferred Shares, payable on April 30, 2025, to holders of record as of April 15, 2025 [2] - A cash distribution of $0.4921875 per share was declared on both the 7.875% Series B and Series C Preferred Shares, also payable on April 30, 2025, to holders of record as of April 15, 2025 [3][4] - CODI's cash distributions are generally considered "qualified dividends" for U.S. federal income tax purposes, contingent on being paid from earnings and profits [5] Company Overview - Since its IPO in 2006, CODI has focused on owning and managing a diverse portfolio of middle-market businesses across various sectors, including branded consumer, industrial, and healthcare [6] - The company employs a long-term disciplined approach and maintains controlling ownership interests in its subsidiaries to enhance cash flow generation and value creation [6] - CODI utilizes cash flows from its subsidiaries to invest in long-term growth, consistently generating strong returns through a culture of transparency and accountability [6]

WESTPORT, Conn., April 01, 2025 (GLOBE NEWSWIRE) -- Compass Diversified Holdings (NYSE:CODI) ("CODI" or the "Company"), an owner of leading middle market branded consumer and industrial businesses, today announced that Matthew Blake has been named Chief Executive Officer of its subsidiary, Arnold Magnetic Technologies Corporation ("Arnold"), a leading global manufacturer of high-performance electric motors, magnets, and thin metals, effective March 31, 2025. Concurrent with his appointment, Blake will join ...

Company Overview - Compass Diversified (CODI) manages a diverse group of middle-market businesses [9] - CODI has a permanent capital base and long-term ownership approach [9] - As of December 31, 2024, CODI's aggregate acquisitions totaled $9.5 billion [10] - The company's invested capital is $5.3 billion [10] - TTM Proforma Revenue is $2.2 billion [10] - TTM Proforma Subsidiary Adjusted EBITDA is $516.5 million [10] - TTM Adjusted Earnings is $161.6 million [10] Financial Performance & Guidance - TTM Proforma Revenue Growth is 6.6% [10] - TTM Proforma Subsidiary Adjusted EBITDA Growth is 18.7% [10] - For 2025, the company projects Subsidiary Adjusted EBITDA between $570 million and $610 million [62] - 2025 Adjusted EBITDA (Less Corporate & Mgmt Fees) is expected to be $480 million to $520 million [62] - Adjusted Earnings for 2025 are projected to be $170 million to $190 million [62]

Financial Data and Key Metrics Changes - For the full year 2024, the company achieved double-digit sales growth and increased adjusted EBITDA by more than 30% [10] - Consolidated net sales for Q4 were $620.3 million, representing a 13.8% increase year-over-year [36] - Adjusted EBITDA in Q4 was $118 million, a 29% increase compared to the same period in 2023 [38] Business Line Data and Key Metrics Changes - The consumer vertical saw pro forma revenues grow double digits, with adjusted EBITDA increasing by over 27% [25] - Lugano reported annual sales growth of more than 50% and adjusted EBITDA of $195 million, a 76.4% increase year-over-year [26] - The industrial segment experienced flat sales and a modest decline in adjusted EBITDA as the company focused on long-term repositioning [29] Market Data and Key Metrics Changes - The CODI Momentum Index, a gauge of economic activity, currently reads 1.06%, indicating a stable outlook despite a slight decline from year-end levels [18] - Consumer spending remains steady, particularly among higher-income consumers, which is expected to benefit the company's portfolio [19] Company Strategy and Development Direction - The company is shifting focus to more innovative and disruptive businesses to drive long-term value creation [11] - Strategic acquisitions included the purchase of Honey Pot and Lifoam, while divesting Ergobaby and the Crosman airgun business to optimize long-term focus [12] - The company aims to identify and support strong businesses with innovative and sustainable models, guided by a buy, build, and grow philosophy [21] Management's Comments on Operating Environment and Future Outlook - Management remains cautiously optimistic about prospects for 2025, expecting resilience and growth in the economy [17] - The company is monitoring geopolitical uncertainties and believes its subsidiaries are well-positioned to navigate the evolving tariff landscape [20] - The outlook for 2025 includes expected adjusted EBITDA between $570 million and $610 million, with a focus on growth investments [43] Other Important Information - The company raised over $115 million in preferred equity in 2024 to improve its capital structure [13] - A revised management services agreement aims to reduce long-term costs for shareholders and align management compensation with shareholder interests [15] Q&A Session Summary Question: Guidance on branded and industrial growth - Management indicated that growth from Lugano is expected to continue, but they have a more modest overall growth forecast [53][54] Question: Impact of PFAS charge on 5.11% - The $11 million charge related to PFAS regulations was noted, and management confirmed that adjusted EBITDA would have been significantly higher without this charge [57][58] Question: Tariff exposure and portfolio positioning - Management discussed the proactive steps taken to diversify supply chains and mitigate tariff impacts, feeling well-positioned compared to competitors [66][70] Question: M&A activity outlook for 2025 - Management expressed optimism about the M&A environment improving slightly in 2025, with a focus on acquiring innovative and disruptive businesses [72][74] Question: Performance of Lugano and EBITDA margins - Management attributed strong EBITDA margins at Lugano to operational leverage and effective buying strategies, while also noting potential margin dilution from new salon openings [86][88]

Exhibit 99.1 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 di ...

Distributions and Shareholder Returns - The Trust declared distributions totaling $1.00 per common share for the 2024 fiscal year[41] - Preferred shareholders received distributions of $1.8125 per share on Series A, $1.96875 on Series B, and $1.96875 on Series C for the 2024 fiscal year[41] Acquisitions and Investments - The Trust acquired a controlling interest in 5.11 for approximately $408.2 million, owning 97.6% of the outstanding stock[29] - The Trust acquired a controlling interest in BOA for approximately $456.8 million, owning 91.7% of the outstanding stock[30] - The Trust acquired a controlling interest in Lugano for approximately $265.1 million, owning 59.9% of the outstanding stock[31] - The Trust acquired a controlling interest in PrimaLoft for approximately $541.1 million, owning 90.7% of the outstanding stock[33] - The Trust acquired a controlling interest in The Honey Pot Co. for approximately $380 million, owning 84.8% of the outstanding stock[34] - The Trust acquired a controlling interest in Velocity Outdoor for approximately $150.4 million, owning 99.4% of the outstanding stock[35] - The Trust acquired a controlling interest in Altor Solutions for approximately $253.4 million, owning 99.3% of the outstanding stock[37] - The Trust acquired a controlling interest in Sterno for approximately $160.0 million, owning 98.5% of the outstanding stock[39] Management and Strategy - The management fee structure was restructured to include a base management fee of 2% on adjusted net assets up to $3.5 billion, increasing to 1.5% for assets over $10 billion[50] - The company targets small to middle market businesses generating annual cash flows of up to $100 million, indicating a fragmented acquisition market[51] - The management team has a network of approximately 2,000 deal intermediaries to source potential acquisitions[62] - The company expects to minimize delays in acquisitions by utilizing its 2022 Revolving Credit Facility[63] - The management strategy includes recruiting talented managers and implementing structured incentive compensation programs[55] - The company aims to enhance cash flows and shareholder value through proactive financial and operational management of subsidiaries[54] - The acquisition strategy focuses on companies with sustainable competitive advantages and favorable long-term macroeconomic trends[56] - The management team performs rigorous due diligence and financial evaluations for potential acquisitions[64] - The company emphasizes the importance of assessing the existing management team's capability during the acquisition process[65] Financial Facilities and Borrowing - The 2022 Credit Facility includes a $600 million revolving credit facility and a $400 million term loan, with quarterly payments ranging from $2.5 million to $7.5 million starting September 30, 2022[69] - As of December 31, 2024, the borrowing availability under the 2022 Revolving Credit Facility was approximately $486.6 million, with outstanding letters of credit totaling approximately $3.5 million[70] - The Company entered into a First Incremental Facility Amendment on January 9, 2025, providing for an additional $200 million term loan and $100 million delayed draw term loan commitments[72] Share Repurchase and Issuance - The Company repurchased 416,320 shares for approximately $9.7 million during the year ended December 31, 2024, under a share repurchase program[77] - The Trust is authorized to issue 500 million Trust common shares, with approximately 75.2 million shares outstanding as of December 31, 2024[76] - During the year ended December 31, 2024, the Company sold 381,957 Trust common shares under the at-the-market program, receiving total net proceeds of approximately $8.4 million[81] - The Company issued $300 million aggregate principal amount of 5.000% Notes due 2032, with interest payable semi-annually[73] - The Company sold 4,897,084 preferred shares during the year ended December 31, 2024, generating net proceeds of approximately $115.1 million[87] Business Segmentation and Performance - The Company categorizes its businesses into branded consumer businesses and industrial businesses, both considered leaders in their respective sectors[89] - Branded Consumer segment net revenue for 2024 was 66.8%, up from 62.9% in 2023 and 60.1% in 2022[91] - Operating income for the Branded Consumer segment was 80.9% in 2024, compared to 51.0% in 2023 and 72.3% in 2022[91] - Apparel accounted for 71% of net sales in 2024, 70% in 2023, and 69% in 2022, indicating a stable demand for this product category[99] - Gear represented 19% of net sales for 2024, 2023, and 2022, maintaining consistent performance in this category[100] - Footwear consistently accounted for 10% of net sales across the years 2024, 2023, and 2022, reflecting steady consumer interest[101] Market Potential and Growth - The global addressable soft goods market is estimated at approximately $79 billion, highlighting significant growth potential for 5.11[97] - 5.11's community includes both professional "Prosumers" and "Everyday Consumers," expanding its market reach and brand loyalty[102] - The company acquired a majority interest in 5.11 on August 31, 2016, enhancing its portfolio in the tactical gear and apparel market[96] - The firm backlog was approximately $23.9 million as of December 31, 2024, down from $34.6 million in 2023, suggesting a decrease in future revenue visibility[107] - International sales accounted for only 22% of net sales in 2024, indicating substantial room for growth in global markets[109] Supply Chain and Production - Approximately 39% of 5.11 products at cost were produced in Bangladesh, 27% in Vietnam, with the remainder sourced from various countries including China and Cambodia[128] - 5.11 collaborates with over 80 vendors, with 18 vendors producing about 80% of its products in 2023 and 2024[128] - 5.11's supply chain is optimized for efficiency, with a focus on mitigating supplier concentration risk by commercializing key items across multiple factories[131] Product Innovation and Marketing - The company emphasizes product innovation, leveraging feedback from professionals to enhance its offerings across apparel, footwear, and gear categories[98] - 5.11's product innovation strategy focuses on developing purpose-built technical apparel and gear, aiming to capture a larger share of consumers' wardrobes[115] - The company aims to increase brand awareness through dynamic marketing strategies, targeting both existing and new consumers domestically and internationally[112] Workforce and Culture - 5.11's workforce includes 1,073 full-time and 260 part-time employees as of December 31, 2024, emphasizing its commitment to a diverse and inclusive culture[138] BOA Fit System and Market Position - The BOA Fit System, launched in 2001, has surpassed 31 million users worldwide by 2024, indicating significant market penetration[143] - BOA currently holds approximately 4% share within its addressable market of over 800 million units sold annually[145] - BOA achieved approximately 15% model count growth, aligning with its long-term expectations for market share expansion[153] - The company estimates that 10% of BOA products are consumed in North America, 30% in Europe, and 60% in Asia, highlighting its geographical revenue distribution[151] - BOA has a diverse patent portfolio with 293 issued and pending utility patents and 168 issued and pending design patents, reinforcing its position as a technology leader[165] Lugano's Market and Growth - The average retail transaction price for Lugano's jewelry was approximately $450,000 in 2024, indicating a high-value product offering[176] - Lugano's retail revenue is diversified, with no single customer representing greater than 10% of total revenue in 2024, showcasing strong customer retention[179] - Lugano's addressable client base has increased to an estimated 290,000 individuals worldwide, reflecting growth in the high-net-worth segment[181] - The company has expanded its retail footprint with new salons in Houston, Greenwich, and Washington, DC, and plans to open its first international salon in London[174] - Lugano's repeat customers contribute an increasing percentage of revenue year-over-year, indicating strong customer loyalty and satisfaction[179] The Honey Pot Co. Overview - The Honey Pot Co. products are available in more than 33,000 retail stores across the U.S. and Canada, as well as online[209] - The Honey Pot Co. was founded in 2012 and has built a passionate customer base by "normalizing the normal" through its authentic brand voice[209] - The Honey Pot Co. secured full distribution with a leading mass retailer by 2020, expanding into grocery and drug channels[209] - The Honey Pot Co. was acquired on January 31, 2024, enhancing the company's portfolio in the wellness sector[210] - The Honey Pot Co. operates in the feminine care market, valued at approximately $9 billion in the U.S., with a mid-single digits compound annual growth rate over the past 5 years[211] - The menstrual product category accounted for 56% of gross sales in 2024, up from 49% in 2023, highlighting strong growth in this segment[214] - Personal care products represented 36% of gross sales in 2024, a slight decrease from 39% in 2023, indicating a shift in consumer preferences[215] - The company launched its hydrating body washes in 2024, expanding into the multi-billion-dollar body care segment[211] - Consumer health and sexual wellness products made up 8% of gross sales in 2024, down from 12% in 2023, suggesting a need for strategic focus in this area[216] - The Honey Pot Co. targets a predominantly younger, ethnically diverse, and highly educated consumer base, which is increasingly seeking natural and clean-label products[217] - The company's innovative "herbal" pads, infused with essential oils, are a key differentiator in the menstrual product category[214] - The Honey Pot Co. emphasizes education and awareness regarding menstrual health, appealing to Millennial and Gen Z consumers[212] - The company has a strong distribution footprint, which positions it well to benefit from the growing demand for "better-for-you" feminine care products[212] - The Honey Pot Co. is focused on building a loyal consumer base through community engagement and trust-building initiatives[217]

Core Insights - Compass Diversified (CODI) reported strong financial results for 2024, achieving double-digit sales growth and over 30% growth in Adjusted EBITDA, driven by robust performance in both consumer and industrial sectors [2][5][12] Financial Performance - In Q4 2024, net sales reached $620.3 million, a 13.8% increase from $544.9 million in Q4 2023. For the full year, net sales totaled $2.2 billion, up 11.9% from $2.0 billion in 2023 [5][6] - Branded consumer net sales increased by 15.2% to $403.0 million in Q4 2024, while industrial net sales rose by 11.4% to $217.2 million [11] - Adjusted EBITDA for Q4 2024 was $118.2 million, a 29% increase compared to $91.6 million in Q4 2023. For the full year, Adjusted EBITDA was $424.8 million, up 30% from $326.5 million in 2023 [12][10] Income and Earnings - Operating income for Q4 2024 was $60.6 million, a significant recovery from an operating loss of $4.6 million in Q4 2023, primarily due to prior year impairment charges [7] - Net income for Q4 2024 was $23.8 million, down from $139.4 million in Q4 2023, largely due to significant gains from asset sales in the previous year [8] - Adjusted Earnings for the full year 2024 were $161.6 million, compared to $101.2 million in 2023 [10] Capital and Liquidity - As of December 31, 2024, CODI had approximately $59.7 million in cash and cash equivalents, with significant debt obligations including $375 million in term loans and $1 billion in senior notes [13][14] - The company raised around $90 million through preferred share issuance in Q4 2024 and repurchased over 400,000 common shares at an average price of $23.19 [11] Future Outlook - For 2025, CODI expects consolidated Subsidiary Adjusted EBITDA to be between $570 million and $610 million, with branded consumer vertical projected to contribute $440 million to $465 million [20][21] - The company anticipates Adjusted Earnings for 2025 to be between $170 million and $190 million [21]