The Company has not included a GAAP reconciliation for Kito Crosby’s Adjusted EBITDA for the fiscal year ended December 31, 2025 to anticipated net income for Kito Crosby because Kito Crosby has not yet completed its financial closing procedures for the fiscal year ended December 31, 2025 and such reconciliation could not be produced without unreasonable effort.
Preliminary Unaudited Estimated Selected Financial Results of Divestiture Business
For use in connection with the Lender Presentation, the Company is disclosing certain preliminary unaudited estimated financial results for the three and nine months ended December 31, 2025 for its U.S. power chain hoist and chain manufacturing operations based out of its Damascus, Virginia and Lexington, Tennessee facilities expected to be divested, as previously announced (the “Divestiture Business”).
The Divestiture Business’s financial results for the three and nine months ended December 31, 2025 are not yet complete and are not expected to be available until after the completion of the Term Loan Financing. Accordingly, the Company is disclosing ranges, rather than specific amounts, for certain estimated preliminary unaudited financial results of the Divestiture Business set forth below for the three and nine months ended December 31, 2025. The unaudited estimated financial results set forth below are preliminary and subject to revision upon the Company’s completion of its quarter-end financial closing processes. The Company’s estimated preliminary unaudited financial results of the Divestiture Business set forth below are forward-looking statements based solely upon information available to the Company as of the date of this Current Report on Form 8-K. This data is not a comprehensive statement of the Divestiture Business’s financial results for the three and nine months ended December 31, 2025, and the Company and the Divestiture Business’s actual results may differ materially from the estimated preliminary unaudited financial results set forth below upon the completion of its financial closing procedures or upon occurrence of other developments that may arise prior to the time its financial results are finalized. You should not place undue reliance on these preliminary estimates.
The Company’s independent auditor, Ernst & Young LLP, has not audited, reviewed, compiled or performed any procedures with respect to the preliminary financial results. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.
Based on information currently available to the Company, the Company currently expects that the Divestiture Business contributed between $33 million to $36 million and between $10 million to $15 million to its net sales and Adjusted EBITDA, respectively, for the three months ended December 31, 2025 and between $100 million to $105 million and between $30 million to $38 million to its net sales and Adjusted EBITDA, respectively, for the nine months ended December 31, 2025.
The Company has not included a GAAP reconciliation for the Divestiture Business’s Adjusted EBITDA for the three and nine months ended December 31, 2025 to anticipated net income for the Divestiture Business because the Company has not yet completed its financial closing procedures for the fiscal quarter ended December 31, 2025 and such reconciliation could not be produced without unreasonable effort.
The information contained in this Item 7.01 and Exhibit 99.2 hereto is deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference into any filing under the Securities Act, except as shall be expressly set forth in such filing.
Forward-Looking Statements
This report may contain statements concerning the Company’s expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, the statements about the proposed Term Loan Financing, the Company’s intention to enter into the proposed Term Loan Financing, the expected use of proceeds, the Acquisition of Kito Crosby, the sale of the Divestiture Business, the preliminary unaudited estimates of net sales, Adjusted EBITDA, orders and backlog of the Company as of and for the three and nine months ended December 31, 2025, the preliminary unaudited estimates of net sales, Adjusted EBITDA, orders and backlog of Kito Crosby as of and for the fiscal year ended December 31, 2025, the preliminary unaudited estimate of Adjusted earnings per share of the Company for the three and nine months ended December 31, 2025 and the preliminary unaudited estimates of net sales and Adjusted EBITDA for the Divestiture Business for the three and nine months ended December 31, 2025. Such statements are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that