Summary of Compass Diversified Conference Call Company Overview - **Company**: Compass Diversified (NYSE: CODI) - **Focus**: Discussion on the restatement of financial statements for fiscal years 2022 through 2024, audit committee's investigation into Lugano, and performance updates on other subsidiaries Key Points Financial Restatement and Investigation - **Restatement**: Financial statements for 2022, 2023, and 2024 are being restated due to fraud at Lugano [2][5][12] - **Fraud Details**: The fraud at Lugano was described as pervasive and complex, involving significant overstatement of sales and profits, misrepresentation of inventory, and concealment of financial liabilities [6][8][9] - **Impact on Financials**: - Consolidated inventory for 2024 was reduced by over $375 million, nearly 40% [13] - Lugano's revenue declined by more than 85% from previously reported levels [13] - The business was significantly smaller than initially reported, leading to substantial losses [13] - **Bankruptcy**: Lugano filed for Chapter 11 protection on November 16, 2025, and is undergoing a Section 363 sale process [13][15] Audit Committee Findings - **Isolation of Fraud**: The audit committee confirmed that the fraud was isolated to Lugano and did not extend to other subsidiaries [12][9] - **Remediation Efforts**: Changes are being made to enhance governance, acquisition criteria, and risk management processes to prevent future occurrences [6][17][18] Performance of Other Subsidiaries - **Overall Performance**: Other eight subsidiaries continue to perform well despite the challenges posed by the Lugano situation [21][22] - **Growth Examples**: - Boa is gaining market share in footwear categories [21] - The Honeypot is the fastest-growing brand in the feminine care market [21] - Arnold Magnetics faces challenges due to trade issues but has potential for future growth [22][36] Financial Outlook and Leverage - **Current Leverage**: The leverage ratio is significantly above covenants, currently above six times, with expectations to reduce it to approximately 5.6 times by the end of 2025 [23][24] - **Deleveraging Strategy**: A dual approach is being taken: ensuring subsidiary performance and exploring divestitures of one or more subsidiaries [25][24] - **Adjusted EBITDA Guidance**: Full-year subsidiary Adjusted EBITDA is expected to be between $330 million and $360 million, excluding Lugano [25][26] Legal Proceedings - **Litigation**: There are ongoing lawsuits related to Lugano, with expectations that many will be dismissed as they pertain to Lugano rather than Cody [75][76] Management's Commitment - **Focus on Trust and Transparency**: Management emphasizes a commitment to rebuilding trust through transparency and accountability [27][29] - **Long-term Strategy**: The company aims to maximize long-term returns for shareholders while navigating the current challenges [27][29] Additional Important Points - **Cost Management**: Significant costs related to the investigation and restatement are expected, estimated at $50-$60 million [40] - **Future Financials**: The company plans to file restated financials and Q3 results shortly [41][78] This summary encapsulates the critical aspects of the conference call, highlighting the challenges faced by Compass Diversified, particularly with Lugano, while also showcasing the resilience and performance of its other subsidiaries.