CODI 8-K
Compass Diversified Holdings (CODI)
8-K
2026-05-05
For: 2026-05-01
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Added on
May 05, 2026
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 1, 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 2.01 Completion of Acquisition or Disposition of Assets
Compass Group Diversified Holdings LLC (the “Company”) and Compass Diversified Holdings (“Holdings” and, together with the Company, collectively “CODI,” “us” or “we”) acquires and manages small to middle market businesses in the ordinary course of its business. The following description relates to the recent divestiture of one such business.
Sterno’s Food Service Business
On March 28, 2026, the Company, in its capacity as the representative (the “Stockholder Representative”) of the holders (the “Stockholders”) of common stock of SternoCandleLamp Holdings, Inc. (“Sterno”), a majority owned subsidiary of the Company, and for the limited purposes of the Rimports Distribution (as defined below), entered into a definitive Agreement and Plan of Merger (the “Agreement”) with WCHG Buyer, Inc. (“Parent”), WCHG Heat Merger Sub, Inc. (“Merger Sub”) and Sterno, pursuant to which (i) Parent would acquire all of the issued and outstanding equity securities of Sterno (which is the parent company for both a food service business and home fragrance business) through the merger of Merger Sub with and into Sterno, with Sterno surviving the merger and becoming a wholly owned subsidiary of Parent (the “Merger”), and (ii) on the day immediately prior to the closing of the Merger, Sterno would cause the distribution of all the limited liability company interests of its indirect wholly owned subsidiary Rimports, LLC (“Rimports”), which is the holding company of Sterno’s home fragrance business, to the Stockholders (the “Rimports Distribution”), with Rimports remaining a majority owned subsidiary of CODI.
On April 30, 2026, the parties completed the Rimports Distribution and on May 1, 2026 completed the Merger pursuant to the Agreement. The sale price of Sterno’s food service business was based on an enterprise value of $292.5 million, subject to certain adjustments based on matters such as transaction expenses, change-of-control payments, option termination payments and the net working capital, cash and debt balances of Sterno and its subsidiaries (excluding Rimports and its subsidiaries) at the time of the closing. $2.6 million of the closing proceeds was placed in escrow for purposes of satisfying post-closing purchase price true-ups, if any, in favor of Parent. After the allocation of the sales price to Sterno’s non-controlling Stockholders and payment of transaction costs, CODI received approximately $282 million of total proceeds at closing. This amount is in respect to the Company's outstanding loans to Sterno (including accrued interest) and its equity interests in Sterno. The proceeds will be used to pay down outstanding debt under the Company’s senior credit facility. CODI expects to record a gain on the sale of Sterno’s food service business in the quarter ending June 30, 2026.
The foregoing brief description of the Agreement is not meant to be exhaustive and is qualified in its entirety by the Agreement itself, which is incorporated herein by reference to Exhibit 2.1 to CODI’s Current Report on Form 8-K filed on March 30, 2026.
Section 8 Other Events
Item 8.01 Other Events
On May 4, 2026, CODI issued a Press Release announcing the closing of the sale of Sterno’s food service business. The foregoing description of the Press Release is qualified in its entirety by reference to the complete text of the Press Release furnished as Exhibit 99.1 hereto, which is hereby incorporated by reference herein.
Forward Looking Statements
This Current Report on Form 8-K 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, expectations with respect to the sale of Sterno’s food service business and the future operations of Rimports. 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 beliefs and assumptions by management, and on information currently available to management. These statements involve risk and uncertainties that could cause actual results and outcomes to differ, perhaps materially, including, but not limited to: risks associated with the disposition of Sterno’s food service business generally; risk associated with the future operations and performance of Rimports; and the risks to the Company’s financial condition associated with the fees that will be incurred under its senior credit facility if leverage is not reduced prior to the milestone dates set forth in the senior credit facility. Please see CODI’s Annual Report on Form 10-K for the
year ended December 31, 2025 filed with the Securities and Exchange Commission (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 undertakes no public obligation to update any forward-looking statements to reflect events, circumstances, or new information after the date of this Current Report on Form 8-K, or to reflect the occurrence of unanticipated events.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information.
The unaudited condensed consolidated pro forma balance sheet of Compass Diversified Holdings at December 31, 2025 and the unaudited condensed consolidated pro forma statement of operations for the year ended December 31, 2025 and notes thereto are filed as Exhibit 99.2 hereto and incorporated by reference herein.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 2.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 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 5, 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 5, 2026 | COMPASS GROUP DIVERSIFIED HOLDINGS LLC | ||||||||||
| By: | /s/ Stephen Keller | ||||||||||
| Stephen Keller | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
Compass Diversified Completes Sale of Sterno’s Food Service Business
WESTPORT, Conn., May 4, 2026 (GLOBE NEWSWIRE) -- Compass Diversified (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle-market businesses, today announced the completion, as of May 1, 2026, of the Company’s previously announced sale of the food service business of its majority-owned subsidiary, SternoCandleLamp Holdings, Inc. (“Sterno”), to Archer Foodservice Partners (“Archer”), a leading provider of foodservice consumables and parent entity of companies Handgards, Inno-Pak, and Fineline Settings, and a portfolio company of Wynnchurch Capital, L.P. (“Wynnchurch”).
The sale price of Sterno’s food service business was based on an enterprise value of $292.5 million, subject to customary working capital and other adjustments. After these adjustments and the allocation to Sterno’s non-controlling shareholders, CODI received approximately $280 million of total proceeds from the sale at closing.
CODI plans to use net proceeds from the divestiture to repay outstanding senior secured debt, which CODI expects to reduce its senior secured net leverage ratio to below 1.0x, thereby avoiding fees, as of June 30, 2026, tied to excess leverage under its senior secured indebtedness.
“The closing of this transaction marks a meaningful step forward in our ongoing deleveraging efforts,” said Elias Sabo, Chief Executive Officer of Compass Diversified. “We moved quickly to execute this sale at a favorable valuation amidst a challenging macroeconomic backdrop. We are grateful to the Sterno team for their many contributions and believe the food service business is well positioned for its next chapter with Archer.”
Raymond James acted as financial advisor to Sterno. Brownstein Hyatt Farber Schreck, LLP acted as legal counsel to Sterno and CODI. Jefferies acted as financial advisor to CODI.
About Compass Diversified (“CODI”)
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, with respect to the sale of Sterno and the future performance of Sterno and Rimports. 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 beliefs and assumptions by management, and on information currently available to management. These statements involve risk and uncertainties that could cause actual results and outcomes to differ, perhaps materially, including but not limited to: the risks to the Company’s financial condition associated with the fees that will be incurred under its senior credit facility if leverage is not reduced as of the milestone dates set forth in the senior credit facility; and the effect of the announcement of the sale on the Rimports business or Rimport’s business relationships, performance, and business generally. Please see CODI’s Annual Report on Form 10-K for the year ended December 31, 2025 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 undertakes no 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
Exhibit 99.2
Compass Diversified Holdings
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Compass Group Diversified Holdings LLC (the “LLC”) and Compass Diversified Holdings (“Holdings” and, together with the LLC, collectively the "Company,") acquires and manages small to middle market businesses in the ordinary course of its business.
On March 28, 2026, the Company, in its capacity as the representative (the “Stockholder Representative”) of the holders (the “Stockholders”) of common stock of SternoCandleLamp Holdings, Inc. (“Sterno”), a majority owned subsidiary of the Company, and for the limited purposes of the Rimports Distribution (as defined below), entered into a definitive Agreement and Plan of Merger (the “Agreement”) with WCHG Buyer, Inc. (“Parent”), WCHG Heat Merger Sub, Inc. (“Merger Sub”) and Sterno, pursuant to which (i) Parent would acquire all of the issued and outstanding equity securities of Sterno (which is the parent company for both a food service business and home fragrance business) through the merger of Merger Sub with and into Sterno, with Sterno surviving the merger and becoming a wholly owned subsidiary of Parent (the “Merger”), and (ii) on the day immediately prior to the closing of the Merger, Sterno would cause the distribution of all the limited liability company interests of its indirect wholly owned subsidiary Rimports, LLC (“Rimports”), which is the holding company of Sterno’s home fragrance business, to the Stockholders (the “Rimports Distribution”), with Rimports remaining a majority owned subsidiary of the Company. On April 30, 2026, the parties completed the Rimports Distribution and on May 1, 2026 completed the Merger pursuant to the Agreement.
The following unaudited pro forma condensed consolidated financial information is based on the historical consolidated financial statements of the Company including certain pro forma adjustments and has been prepared to illustrate the effect on the historical condensed consolidated financial statements of the Company of the sale of Sterno (the “Sterno Disposition”) subsequent to the Rimports Distribution, for a total enterprise value of $292.5 million, and estimated net proceeds of approximately $256.0 million at closing in respect to the Company's equity interest in Sterno, and approximately $26.3 million in respect to intercompany loans and accrued interest from Sterno. The sale of Sterno is further described in Item 2.01 of this Current Report on Form 8-K.
The unaudited pro forma combined financial statements include certain transaction accounting adjustments that reflect the accounting for the Sterno Disposition in accordance with accounting principles generally accepted in the United States (“US GAAP”) and autonomous entity adjustments that reflect certain incremental expenses necessary to present fairly our Unaudited Pro Forma Condensed Consolidated Statement of Operations and Unaudited Pro Forma Condensed Consolidated Balance Sheet as of and for the periods indicated. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2025 gives effect to the Sterno Disposition as if it had occurred January 1, 2025. The unaudited pro forma condensed consolidated balance sheet gives effect to the pro forma adjustments necessary to reflect the Sterno Disposition as if it occurred on December 31, 2025. The goodwill of the Sterno reporting unit has been allocated to Rimports and Sterno based on the relevant fair values of the two entities immediately prior to the Rimports Distribution.
The “as reported” financial information for both Compass Diversified Holdings and Sterno are derived from the audited financial statements of the Company for the years ended December 31, 2025 as filed on Form 10-K.
The unaudited pro forma financial information is for informational purposes only and does not purport to present what our results would actually have been had the Sterno Disposition actually occurred on the dates presented or to project our results of operations or financial position for any future period. This financial information may not be predictive of the future results of operations or financial condition of the Company, as the Company's future results of operation and financial condition may differ significantly from the proforma amounts reflected herein due to a variety of factors.
The pro forma adjustments are described in the accompanying notes and are based upon information and assumptions available at the time of the filing of this Current Report on Form 8-K. This unaudited pro forma condensed consolidated financial information should be read in conjunction with the consolidated financial statements, including the notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our annual report on Form 10-K for the year ended December 31, 2025.
Compass Diversified Holdings
Condensed Consolidated Pro Forma Balance Sheet
at December 31, 2025
(unaudited)
| Pro Forma Adjustments | ||||||||||||||||||||||||||||||||
| (in thousands) | Compass Diversified Holdings as Reported | Less: Sterno as Reported | Transaction Adjustments | Autonomous Entity Adjustments | Pro Forma Consolidated Compass Diversified Holdings | |||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 68,015 | $ | (6,330) | $ | — | $ | — | $ | 61,685 | ||||||||||||||||||||||
| Accounts receivable, net | 202,887 | (21,599) | — | — | 181,288 | |||||||||||||||||||||||||||
| Inventories | 404,102 | (19,012) | — | — | 385,090 | |||||||||||||||||||||||||||
| Due from CGM | 20,757 | — | 7,244 | (c) | (500) | (e) | 27,501 | |||||||||||||||||||||||||
| Due from unconsolidated affiliate | 71,000 | — | — | — | 71,000 | |||||||||||||||||||||||||||
| Prepaid expenses and other current assets | 78,398 | (2,028) | — | — | 76,370 | |||||||||||||||||||||||||||
Total current assets | 845,159 | (48,969) | 7,244 | (500) | 802,934 | |||||||||||||||||||||||||||
| Property, plant and equipment, net | 209,742 | (11,406) | — | — | 198,336 | |||||||||||||||||||||||||||
| Goodwill | 895,421 | (44,019) | — | — | 851,402 | |||||||||||||||||||||||||||
| Intangible assets, net | 892,811 | (30,895) | — | — | 861,916 | |||||||||||||||||||||||||||
| Due from unconsolidated affiliate, long-term | 26,000 | — | — | — | 26,000 | |||||||||||||||||||||||||||
| Other non-current assets | 170,051 | (2,531) | — | — | 167,520 | |||||||||||||||||||||||||||
| Total assets | $ | 3,039,184 | $ | (137,820) | $ | 7,244 | (500) | $ | 2,908,108 | |||||||||||||||||||||||
| Liabilities and stockholders’ equity | ||||||||||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||||||||||
| Accounts payable | $ | 96,335 | $ | (12,717) | $ | — | $ | — | $ | 83,618 | ||||||||||||||||||||||
| Accrued expenses | 157,580 | (14,592) | 19,236 | (b) | 4,934 | (e) | 167,158 | |||||||||||||||||||||||||
| Due to related party | 5,685 | — | — | — | 5,685 | |||||||||||||||||||||||||||
| Current portion, long-term debt | 37,500 | — | — | — | 37,500 | |||||||||||||||||||||||||||
| Other current liabilities | 52,519 | (1,104) | — | — | 51,415 | |||||||||||||||||||||||||||
Total current liabilities | 349,619 | (28,413) | 19,236 | 4,934 | 345,376 | |||||||||||||||||||||||||||
| Deferred income taxes | 104,189 | (1,832) | — | — | 102,357 | |||||||||||||||||||||||||||
| Long-term debt | 1,839,817 | — | (256,020) | (a) | — | 1,583,797 | ||||||||||||||||||||||||||
| Other non-current liabilities | 171,896 | (1,414) | — | — | 170,482 | |||||||||||||||||||||||||||
| Total liabilities | 2,465,521 | (31,659) | (236,784) | 4,934 | 2,202,012 | |||||||||||||||||||||||||||
| Stockholders’ equity | ||||||||||||||||||||||||||||||||
| Stockholders’ equity | 442,024 | (105,149) | 244,028 | (5,434) | 575,469 | |||||||||||||||||||||||||||
| Noncontrolling interest | 131,639 | (1,012) | — | — | 130,627 | |||||||||||||||||||||||||||
| Total stockholders’ equity | 573,663 | (106,161) | 244,028 | (5,434) | 706,096 | |||||||||||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 3,039,184 | $ | (137,820) | $ | 7,244 | $ | (500) | $ | 2,908,108 | ||||||||||||||||||||||
Compass Diversified Holdings
Condensed Consolidated Pro Forma Statement of Operations
for the year ended December 31, 2025
(unaudited)
| Pro Forma Adjustments | ||||||||||||||||||||||||||||||||
| (in thousands, except per share data) | Compass Diversified Holdings as Reported | Less: Sterno as Reported | Transaction Adjustments | Autonomous Entity Adjustments | Pro Forma Consolidated Compass Diversified Holdings | |||||||||||||||||||||||||||
| Net sales | $ | 1,873,584 | $ | (154,097) | $ | — | $ | — | $ | 1,719,487 | ||||||||||||||||||||||
| Cost of sales | 1,059,192 | (103,477) | — | — | 955,715 | |||||||||||||||||||||||||||
| Gross profit | 814,392 | (50,620) | — | — | 763,772 | |||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||
Selling, general and administrative expense | 660,674 | (22,805) | — | 4,934 | 642,803 | |||||||||||||||||||||||||||
Management fees | 17,937 | (500) | (7,244) | (c) | 500 | 10,693 | ||||||||||||||||||||||||||
Amortization expense | 93,156 | (7) | — | — | 93,149 | |||||||||||||||||||||||||||
| Impairment expense | 31,515 | — | — | — | 31,515 | |||||||||||||||||||||||||||
| Operating income | 11,110 | (27,308) | 7,244 | (5,434) | (14,388) | |||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||||||||
Interest expense, net | (175,270) | — | (17,333) | (d) | — | (192,603) | ||||||||||||||||||||||||||
Amortization of debt issuance costs | (4,052) | — | — | — | (4,052) | |||||||||||||||||||||||||||
| Loss on debt extinguishment | (2,827) | — | — | — | (2,827) | |||||||||||||||||||||||||||
| Loss on deconsolidation | (111,876) | — | — | — | (111,876) | |||||||||||||||||||||||||||
| Gain on sale of Sterno | — | — | 78,837 | (b) | — | 78,837 | ||||||||||||||||||||||||||
Other income (expense), net | (14,664) | 30 | — | — | (14,634) | |||||||||||||||||||||||||||
| Income from continuing operations before income taxes | (297,579) | (27,278) | 68,748 | (5,434) | (261,543) | |||||||||||||||||||||||||||
Provision for income taxes | (945) | (7,766) | 19,236 | (b) | — | 10,525 | ||||||||||||||||||||||||||
| Income from continuing operations | (296,634) | (19,512) | 49,512 | (5,434) | (272,068) | |||||||||||||||||||||||||||
Gain on sale of discontinued operations, net of income tax | 2,906 | — | — | — | 2,906 | |||||||||||||||||||||||||||
| Net income | (293,728) | $ | (19,512) | $ | 49,512 | $ | (5,434) | $ | (269,162) | |||||||||||||||||||||||
Less: Income from continuing operations attributable to noncontrolling interest | (67,313) | (401) | — | — | (67,714) | |||||||||||||||||||||||||||
| Net income from continuing operations attributable to Holdings | $ | (226,415) | $ | (19,111) | $ | 49,512 | $ | (5,434) | $ | (201,448) | ||||||||||||||||||||||
| Basic and fully diluted loss per share attributable to Holdings (refer to Note 2) | ||||||||||||||||||||||||||||||||
| Continuing operations | $ | (3.60) | $ | (3.28) | ||||||||||||||||||||||||||||
| Weighted average number of shares outstanding - basic and fully diluted | 75,236 | 75,236 | ||||||||||||||||||||||||||||||
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
Pro forma information is intended to reflect the impact of the Sterno Disposition on the Company's historical financial position and results of operations through adjustments that are directly attributable to the transaction, that are factually supportable and, with respect to the pro forma statements of operations, that are expected to have a continuing impact. In order to accomplish this, the Company eliminated the historical results of Sterno from the Company's historical financial position and results of operations.
The information in Note 1 provides a description of the pro forma adjustments from each line item in the pro forma condensed financial statements together with information explaining how the amounts were derived or calculated.
Note 1 - Pro Forma Adjustments
Transaction Accounting Adjustments
(a) This adjustment reflects reduction of the Company's 2022 Term Loan, with application of the estimated net cash proceeds received by the Company as equity holders, after payment to noncontrolling shareholders of approximately $7.2 million and payment of transaction costs of $6.7 million, from the Sterno Disposition.
| (in thousands) | As of December 31, 2025 | |||||||
| Expected net proceeds received | $ | 256,020 | ||||||
| Repayment of 2022 Term Loan | (256,020) | |||||||
| Total pro forma adjustment to long-term debt | $ | (256,020) | ||||||
(b) This adjustment reflects the estimated gain on the Sterno Disposition as if the sale had occurred on December 31, 2025 and includes the estimated potential income tax effect. This gain may not be representative of what will actually be recorded during the year ended December 31, 2026, and the estimated tax effect has been calculated based on the sale of Sterno as a discrete item and does not consider the effect of other income tax items during the current year.
| (in thousands) | December 31, 2025 | |||||||
| Gain on sale - Sterno | $ | 78,837 | ||||||
| Income tax expense - gain on sale | (19,236) | |||||||
| Total pro forma adjustment to reflecting gain on sale of Sterno | $ | 58,225 | ||||||
(c) This adjustment reflects the effect of the Sterno Disposition and partial repayment of the Company's term debt on the management fee paid to our Manager during the year ended December 30, 2025.
| December 31, 2025 | ||||||||
| Repayment of 2022 Term Loan | $ | (256,020) | ||||||
| Less: Sterno net assets | (106,161) | |||||||
| (362,181) | ||||||||
| Management Fee - annual | 2.00 | % | ||||||
| Pro forma adjustment to reflect estimated reduction in annual management fee | $ | (7,244) | ||||||
(d) This adjustment reflects the effect of the partial repayment of the Company's term debt during the year ended December 31, 2025, using proceeds from the Sterno Disposition. The effect of applying the net proceeds received from the Sterno Disposition to partially repay the term debt was to reduce interest expense on the term debt for the the year ended December 31, 2025.
| (in thousands) | December 31, 2025 | |||||||
| Repayment of 2022 Term Loan | $ | (256,020) | ||||||
| Effective interest rate in effect at December 31, 2025 | 6.77 | % | ||||||
| Total pro forma reduction in interest expense | $ | (17,333) | ||||||
Autonomous Entity Adjustments
(e) Represents the expected costs that were previously allocated to Sterno that will now be expensed on the Rimports entity, primarily consisting of personnel and overhead costs, and the annual subsidiary management fee paid to the Company.
| December 31, 2025 | ||||||||
| Personnel and overhead costs | $ | 4,934 | ||||||
| Subsidiary management fee | $ | 500 | ||||||
Note 2 - Earnings per Share
Earnings per Share
The Company uses the two-class method to compute basic and fully diluted earnings per share. The two-class method requires companies to allocate participating securities that have rights to earnings that otherwise would have been available only to common shareholders as a separate class of securities in calculating earnings per share. The following pro forma adjustment reflects the effect of the Sterno Contribution Based Profit from a Holding Event that is reflected as an adjustment to the calculation of earnings per share:
Reconciliation of net loss available to common shares of Holdings
The following table reconciles net income from continuing operations attributable to Holdings to net income (loss) from continuing operations attributable to the common shares of Holdings:
| Year ended December 31, 2025 | ||||||||||||||||||||
(in thousands) | As Reported | Pro Forma Adjustments | Pro Forma | |||||||||||||||||
| Net loss from continuing operations attributable to Holdings | $ | (229,321) | $ | 24,967 | $ | (204,354) | ||||||||||||||
| Less: Distributions paid - Preferred Shares | 37,577 | — | 37,577 | |||||||||||||||||
| Less: Accrued distributions - Preferred Shares | 5,148 | — | 5,148 | |||||||||||||||||
| Net loss from continuing operations attributable to common shares of Holdings | $ | (272,046) | $ | 24,967 | $ | (247,079) | ||||||||||||||
Earnings per share
Basic and diluted earnings per share for the fiscal year ended December 31, 2025 is calculated as follows:
| Year ended December 31, 2025 | |||||||||||||||||
| (in thousands, except per share data) | As Reported | Pro Forma Adjustments | Pro Forma | ||||||||||||||
| Net loss from continuing operations attributable to common shares of Holdings | $ | (272,046) | $ | 24,967 | $ | (247,079) | |||||||||||
| Less: Effect of contribution based profit—Holding Event | 1,016 | (1,016) | — | ||||||||||||||
| Loss from continuing operations attributable to common shares | $ | (273,062) | $ | 23,951 | (247,079) | ||||||||||||
| Basic and diluted weighted average common shares of Holdings outstanding | 75,236 | 75,236 | |||||||||||||||
| Basic and fully diluted income (loss) per common share attributable to Holdings | |||||||||||||||||
| Continuing operations | $ | (3.63) | $ | (3.28) | |||||||||||||