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Accounting Changes and Error Corrections

12 Months Ended

Dec. 31, 2024

Accounting Changes and Error Corrections [Abstract]

Accounting Standards Update and Change in Accounting Principle

Restatement of Previously Issued Consolidated Financial Statements

The Company has restated its consolidated financial statements for the fiscal years ended December 31, 2024, 2023 and 2022 below. Additionally, the "As Reported" Consolidated Balance Sheet in this Note C for the years ended December 31, 2022 has been recast to reflect the effect of the sale of EBP Lifestyle Brands Holdings, Inc. during the fourth quarter of 2024. Additionally, based on the consolidated financial information included within the Company's previously filed financial statements in the Original Filing, the Company was in compliance with the 2022 Credit Facility’s financial covenants in each of these periods. However, in retrospectively testing financial covenant compliance under the 2022 Credit Facility in each of the Affected Periods in reliance on the restated consolidated financial information provided in this Form 10-K/A, the Company would not have been in compliance with such financial covenants as of the years ended December 31, 2024 and 2023. As a result, the 2022 Term Loan and 2022 Revolving Credit facility that were previously classified as long-term debt in the consolidated balance sheet at each of these periods in the As Reported financial information have been reclassified to current portion of long-term debt in the accompanying balance sheets in this footnote for the periods in which the Company was not in compliance with the financial covenants in the 2022 Credit Facility. Additionally, because the 2029 Notes and 2032 Notes may have been subject to acceleration had the lenders under the 2022 Credit Facility exercised their acceleration rights

during such historical periods, the 2029 Notes and 2032 Notes are also being reclassified to current portion of long-term debt in such accompanying balance sheets.

The impact of the correction of the misstatements and errors described in Note B on the Consolidated Statements of Cash Flows were driven by changes in the related Consolidated Balance Sheet and Consolidated Statement of Operations line items. Below is a summary description of the significant errors:

Consolidated Balance Sheets
ADJ 1						Accounts Receivable - amounts were recorded at Lugano as accounts receivable which did not represent activity associated with a valid revenue transaction.
ADJ 2						Inventory and Other Current Assets - amounts were recorded at Lugano as purchases of inventory or vendor prepayments which did not represent valid purchases. Invalid inventory transactions were also recorded in connection with barter purchases of jewelry or gems from customers in exchange for reducing accounts receivable transactions, and in connection with invalid revenue transactions. Other current assets increased as a result of the revised Lugano tax provision and a tax receivable that was recorded in each of the years presented in the consolidated financial statements.
ADJ 3						Goodwill and Intangible Assets - the purchase price allocation of the assets acquired and liabilities assumed in the acquisition of Lugano in September 2021 was based upon materially incorrect financial information. As a result, the Company re-performed the purchase price allocation, which resulted in a change in the fair value of the intangible assets acquired and the calculation of goodwill. Additionally, due to the adjustments to historical financial information that resulted from the Lugano Investigation, the Company determined that a triggering event had occurred as of December 31, 2021 and December 31, 2022 and performed impairment testing of the goodwill and definite lived intangibles at Lugano as of these dates.
ADJ 4						Accrued expenses - Unrecorded liabilities related to inventory transactions at Lugano and accrued interest associated with the Lugano Financing Arrangements have been recorded in the consolidated balance sheets.
ADJ 5						Financing arrangements - Lugano entered into various financing arrangements with third parties that were not previously recorded in the historical financial statements of Lugano as debt. In connection with the Lugano Investigation, the Company determined that certain cash recorded as reduction of accounts receivable or purchases of inventory actually represented unrecorded financing arrangements made with third parties to purportedly jointly invest with Lugano in the purchase of a specified jewelry piece. These arrangements represent debt that has been recorded on the Company's consolidated balance sheets, and an amount of accrued interest associated with the arrangements has also been recorded. Refer to Note I - Debt for further description of the financing arrangements.
ADJ 6						Noncontrolling interest - the correction of the misstatements resulted in a decrease in the balance of noncontrolling interest at Lugano, and reduced the noncontrolling income that previously had been recorded related to Lugano.

Consolidated Statement of Operations
ADJ 7						Net revenues - net revenues at Lugano were overstated in each of the periods presented as a result of the recording of invalid revenue transactions or the misrepresentation of funds received as revenue.
ADJ 8						Cost of revenues - cost of revenues at Lugano was overstated in each of the periods presented as a result of the recording of the cost of revenues associated with invalid revenue transactions and the misapplication of funds paid as inventory purchases.
ADJ 9						Interest expense, net - interest expense associated with the Lugano financing arrangements described above have been recorded in the consolidated statement of operations in each of the periods presented.
ADJ 10						Other income (expense), net - reflects the expense recognized at Lugano related to losses resulting from the accounting for the transactions associated with the Lugano financing arrangements.
ADJ 11						Income tax provision (benefit) - the income tax provision (benefit) at Lugano has been recalculated in each of the periods presented as a result of the effect of the aforementioned adjustments to the consolidated statement of operations.

The table below presents a summary of the impact of the cumulative effect of the misstatements on the opening balance of accumulated deficit and non-controlling interest as of the first period presented:

(in thousands)			Accumulated Deficit						Non- Controlling Interest
Balance — January 1, 2022, as reported			$	(314,267)					$	128,718
Adjustment due to error corrections			(163,733)						(109,649)
Balance — January 1, 2022, as restated			$	(478,000)					$	19,069

The tables below present the effect of these adjustments on the affected line items in the Company’s Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Cash Flows as reported in the Company’s Annual Report on Form 10-K as of and for the years ended December 31, 2024, 2023 and 2022.

			December 31, 2024
			ADJ Reference						As Reported						Adjustments						As Restated
Assets
Current assets:
Cash and cash equivalents									$	59,727					(68)						$	59,659
Accounts receivable, net			ADJ 1						444,386						(237,214)						207,172
Inventories, net			ADJ 2						962,408						(391,160)						571,248
Prepaid expenses and other current assets			ADJ 2						101,129						25,563						126,692
Total current assets									1,567,650						(602,879)						964,771
Property, plant and equipment, net									244,746						—						244,746
Goodwill			ADJ 3						982,253						(86,337)						895,916
Intangible assets, net			ADJ 3						1,049,186						(65,790)						983,396
Other non-current assets									208,587						6						208,593
Total assets									$	4,052,422					$	(755,000)					$	3,297,422
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable									104,304						(1,065)						103,239
Accrued expenses			ADJ 4						197,829						120,647						318,476
Due to related parties (refer to Note Q)									18,036						—						18,036
Current portion, long-term debt									15,000						1,759,290						1,774,290
Subsidiary financing arrangements			ADJ 5						—						169,765						169,765
Other current liabilities									49,617						—						49,617
Total current liabilities									384,786						2,048,637						2,433,423
Deferred income taxes									119,948						(11,857)						108,091
Long-term debt (Refer to Note I)									1,759,290						(1,759,290)						—
Other non-current liabilities									225,334						—						225,334
Total liabilities									2,489,358						277,490						2,766,848
Stockholders’ equity
Trust preferred shares, 50,000 authorized; 17,497 shares issued and outstanding at December 31, 2024
Series A preferred shares, no par value, 4,551 shares issued and outstanding at December 31, 2024									109,159						—						109,159
Series B preferred shares, no par value, 6,192 shares issued and outstanding at December 31, 2024									147,906						—						147,906
Series C preferred shares, no par value, 6,754 shares issued and outstanding at December 31, 2024									161,767						—						161,767
Trust common shares, no par value, 500,000 authorized; 76,135 shares issued and 75,236 shares outstanding at December 31, 2024									1,289,010						—						1,289,010
Treasury shares, at cost									(18,910)						—						(18,910)
Accumulated other comprehensive income (loss)									(5,815)						478						(5,337)
Accumulated deficit									(386,324)						(618,651)						(1,004,975)
Total stockholders’ equity attributable to Holdings									1,296,793						(618,173)						678,620
Noncontrolling interest			ADJ 6						266,271						(414,317)						(148,046)
Total stockholders’ equity									1,563,064						(1,032,490)						530,574
Total liabilities and stockholders’ equity									$	4,052,422					$	(755,000)					$	3,297,422

			Year Ended December 31, 2024
			ADJ Reference						As Reported						Adjustments						As Restated
Net revenues			ADJ 7						$	2,198,233					$	(410,220)					$	1,788,013
Cost of revenues			ADJ 8						1,197,873						(160,279)						1,037,594
Gross profit									1,000,360						(249,941)						750,419
Operating expenses:
Selling, general and administrative expense									587,521						—						587,521
Management fees									74,767						—						74,767
Amortization expense			ADJ 3						99,760						(4,943)						94,817
Impairment expense									8,182						—						8,182
Operating income (loss)									230,130						(244,998)						(14,868)
Other income (expense):
Interest expense, net			ADJ 9						(106,683)						(16,119)						(122,802)
Amortization of debt issuance costs									(4,018)						—						(4,018)
Loss on sale of Crosman									(24,218)						—						(24,218)
Other income (expense), net			ADJ 10						(3,902)						(139,402)						(143,304)
Income (loss) from continuing operations before income taxes									91,309						(400,519)						(309,210)
Provision for income taxes			ADJ 11						49,012						(30,400)						18,612
Income (loss) from continuing operations									42,297						(370,119)						(327,822)
Loss from discontinued operations, net of income tax									(6,905)						—						(6,905)
Gain on sale of discontinued operations, net of income tax									11,957						—						11,957
Net income (loss)									47,349						(370,119)						(322,770)
Less: Net income (loss) from continuing operations attributable to noncontrolling interest									37,426						(148,451)						(111,025)
Less: Net loss from discontinued operations attributable to noncontrolling interest									(2,884)						—						(2,884)
Net income (loss) attributable to Holdings									$	12,807					$	(221,668)					$	(208,861)
Amounts attributable to common shares of Holdings:
Income (loss) from continuing operations									$	4,871					$	(221,668)					$	(216,797)
Loss from discontinued operations, net of income tax									(4,021)						—						(4,021)
Gain on sale of discontinued operations, net of income tax									11,957						—						11,957
Net income (loss) attributable to Holdings									$	12,807					$	(221,668)					$	(208,861)
Basic and fully diluted income (loss) per share attributable to Holdings (refer to Note K)
Continuing operations									(1.25)						(2.69)						(3.94)
Discontinued operations									0.11						—						0.11
									$	(1.14)					$	(2.69)					$	(3.83)

			Year Ended December 31, 2024
(in thousands)			ADJ Reference						As Reported						Adjustments						As Restated
Cash flows from operating activities:
Net income									$	47,349					$	(370,119)					$	(322,770)
Loss from discontinued operations, net of income tax									(6,905)						—						(6,905)
Gain on sale of discontinued operations, net of income tax									11,957						—						11,957
Income (loss) from continuing operations									42,297						(370,119)						(327,822)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense									43,891						—						43,891
Amortization expense - intangibles			ADJ 3						99,760						(4,943)						94,817
Amortization expense - inventory step-up									5,295						—						5,295
Amortization of debt issuance costs									4,018						—						4,018
Impairment expense									8,182						—						8,182
Loss on sale of Crosman									24,218						—						24,218
Noncontrolling stockholder stock based compensation									16,345						—						16,345
Provision for receivable and inventory reserves									(7,044)						2,018						(5,026)
Deferred taxes									(17,879)						3,761						(14,118)
Other									1,171						585						1,756
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable			ADJ 1						(117,742)						102,802						(14,940)
Inventories			ADJ 2						(229,365)						188,456						(40,909)
Other current and non-current assets									3,132						—						3,132
Accounts payable and accrued expenses			ADJ 4						51,091						(6,009)						45,082
Net cash used in operating activities - continuing operations									(72,630)						(83,449)						(156,079)
Net cash provided by operating activities - discontinued operations									4,993						—						4,993
Net cash used in operating activities									(67,637)						(83,449)						(151,086)
Cash flows from investing activities:
Acquisitions, net of cash acquired									(517,856)						—						(517,856)
Purchases of property and equipment									(56,701)						—						(56,701)
Proceeds from sale of businesses									74,719						—						74,719
Other investing activities									(4,296)						—						(4,296)
Net cash used in investing activities - continuing operations									(504,134)						—						(504,134)
Net cash provided by investing activities - discontinued operations									81,684						—						81,684
Net cash used in investing activities									(422,450)						—						(422,450)

			Year Ended December 31, 2024
(in thousands)			ADJ Reference						As Reported						Adjustments						As Restated
Cash flows from financing activities:
Proceeds from the issuance of Trust common shares, net									7,707						—						7,707
Proceeds and expenses from issuance of Trust preferred shares, net									114,914						—						114,914
Purchase of treasury shares, net									(9,571)						—						(9,571)
Borrowings under credit facility									585,000						—						585,000
Repayments under credit facility									(475,000)						—						(475,000)
Repayments - Term Loan									(10,000)						—						(10,000)
Subsidiary financing arrangements - borrowings			ADJ 5						—						153,646						153,646
Subsidiary financing arrangements - repayments			ADJ 5						—						(70,196)						(70,196)
Distributions paid - common shares									(75,490)						—						(75,490)
Distributions paid - preferred shares									(25,458)						—						(25,458)
Net proceeds provided by noncontrolling shareholders									41,947						—						41,947
Purchase of noncontrolling interest									(4,490)						—						(4,490)
Distributions paid - Allocation Interests									(48,941)						—						(48,941)
Other									(4)						—						(4)
Net cash provided by financing activities									100,614						83,450						184,064
Foreign currency impact on cash									(1,278)						—						(1,278)
Net increase decrease in cash and cash equivalents									(390,751)						1						(390,750)
Cash and cash equivalents — beginning of period									450,477						(68)						450,409
Cash and cash equivalents — end of period									$	59,726					$	(67)					$	59,659

			December 31, 2023
			ADJ Reference						As Reported						Adjustments						As Restated
Assets
Current assets:
Cash and cash equivalents									446,684						(68)						446,616
Accounts receivable, net			ADJ 1						308,183						(122,946)						185,237
Inventories, net			ADJ 2						723,194						(200,685)						522,509
Prepaid expenses and other current assets			ADJ 2						88,844						(11,075)						77,769
Current assets of discontinued operations									36,915						—						36,915
Total current assets									1,603,820						(334,774)						1,269,046
Property, plant and equipment, net									191,283						—						191,283
Goodwill			ADJ 3						859,907						(86,338)						773,569
Intangible assets, net			ADJ 3						879,078						(70,734)						808,344
Other non-current assets									195,010						6						195,016
Non-current assets of discontinued operations									87,883						—						87,883
Total assets									$	3,816,981					$	(491,840)					$	3,325,141
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable									91,089						(381)						90,708
Accrued expenses			ADJ 4						151,443						86,374						237,817
Due to related parties (refer to Note Q)									16,025						—						16,025
Current portion, long-term debt									10,000						1,661,879						1,671,879
Subsidiary financing arrangements			ADJ 5						—						100,741						100,741
Other current liabilities									34,812						—						34,812
Current liabilities of discontinued operations									8,986						—						8,986
Total current liabilities									312,355						1,848,613						2,160,968
Deferred income taxes									118,882						(15,618)						103,264
Long-term debt (Refer to Note I)									1,661,879						(1,661,879)						—
Other non-current liabilities									203,207						—						203,207
Non-current liabilities of discontinued operations									1,277						—						1,277
Total liabilities									2,297,600						171,116						2,468,716
Stockholders’ equity
Trust preferred shares, 50,000 authorized; 12,600 shares issued and outstanding at December 31, 2023
Series A preferred shares, no par value, 4,000 shares issued and outstanding at December 31, 2023									96,417						—						96,417
Series B preferred shares, no par value, 4,000 shares issued and outstanding at December 31, 2023									96,504						—						96,504
Series C preferred shares, no par value, 4,600 shares issued and outstanding at December 31, 2023									110,997						—						110,997
Trust common shares, no par value, 500,000 authorized; 75,753 shares issued and 75,270 shares outstanding at December 31, 2023									1,281,303						—						1,281,303
Treasury shares, at cost									(9,339)						—						(9,339)
Accumulated other comprehensive income (loss)									111						(108)						3
Accumulated deficit									(249,243)						(396,982)						(646,225)
Total stockholders’ equity attributable to Holdings									1,326,750						(397,090)						929,660
Noncontrolling interest			ADJ 6						175,875						(265,866)						(89,991)
Noncontrolling interest of discontinued operations									16,756						—						16,756
Total stockholders’ equity									1,519,381						(662,956)						856,425
Total liabilities and stockholders’ equity									$	3,816,981					$	(491,840)					$	3,325,141

			Year Ended December 31, 2023
			ADJ Reference						As Reported						Adjustments						As Restated
Net revenues			ADJ 7						$	1,965,017					$	(275,097)					$	1,689,920
Cost of revenues			ADJ 8						1,132,014						(116,814)						1,015,200
Gross profit									833,003						(158,283)						674,720
Operating expenses:
Selling, general and administrative expense									502,013						—						502,013
Management fees									67,945						—						67,945
Amortization expense			ADJ 3						88,396						(4,822)						83,574
Impairment expense									89,400						1,197						90,597
Operating income (loss)									85,249						(154,658)						(69,409)
Other income (expense):
Interest expense, net			ADJ 9						(105,179)						(4,713)						(109,892)
Amortization of debt issuance costs									(4,038)						—						(4,038)
Other income (expense), net			ADJ 10						1,779						(84,893)						(83,114)
Income (loss) from continuing operations before income taxes									(22,189)						(244,264)						(266,453)
Provision for income taxes			ADJ 11						22,639						(14,441)						8,198
Income (loss) from continuing operations									(44,828)						(229,823)						(274,651)
Income (loss) from discontinued operations, net of income tax									24,208						—						24,208
Gain on sale of discontinued operations, net of income tax									283,025						—						283,025
Net income									262,405						(229,823)						32,582
Less: Net income from continuing operations attributable to noncontrolling interest									16,423						(92,184)						(75,761)
Less: Net income (loss) from discontinued operations attributable to noncontrolling interest									(304)						—						(304)
Net income attributable to Holdings									$	246,286					$	(137,639)					$	108,647
Amounts attributable to common shares of Holdings:
Loss from continuing operations									$	(61,251)					$	(137,639)					$	(198,890)
Income from discontinued operations, net of income tax									24,512						—						24,512
Gain on sale of discontinued operations, net of income tax									283,025						—						283,025
Net income attributable to Holdings									$	246,286					$	(137,639)					$	108,647
Basic and fully diluted income (loss) per share attributable to Holdings (refer to Note K)
Continuing operations									(1.81)						(1.76)						(3.57)
Discontinued operations									4.27						—						4.27
									$	2.46					$	(1.76)					$	0.70

			Year Ended December 31, 2023
(in thousands)			ADJ Reference						As Reported						Adjustments						As Restated
Cash flows from operating activities:
Net income									$	262,405					$	(229,823)					$	32,582
Income from discontinued operations, net of income tax									24,208						—						24,208
Gain on sale of discontinued operations, net of income tax									283,025						—						283,025
Loss from continuing operations									(44,828)						(229,823)						(274,651)
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation expense									45,960						—						45,960
Amortization expense - intangibles			ADJ 3						88,396						(4,822)						83,574
Amortization expense - inventory step-up			ADJ 3						1,175						(1,175)						—
Amortization of debt issuance costs									4,038						—						4,038
Impairment expense									89,400						1,197						90,597
Noncontrolling stockholder stock based compensation									9,451						—						9,451
Provision for receivable and inventory reserves									(62)						3,235						3,173
Deferred taxes									(19,800)						4,797						(15,003)
Other									1,658						(107)						1,551
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable			ADJ 1						(19,941)						28,862						8,921
Inventories			ADJ 2						(65,492)						102,583						37,091
Other current and non-current assets									(1,945)						—						(1,945)
Accounts payable and accrued expenses			ADJ 4						(72,903)						33,814						(39,089)
Net cash provided by (used in) operating activities - continuing operations									15,107						(61,439)						(46,332)
Net cash provided by operating activities - discontinued operations									62,973						—						62,973
Net cash provided by (used in) operating activities									78,080						(61,439)						16,641
Cash flows from investing activities:
Purchases of property and equipment									(55,016)						—						(55,016)
Proceeds from sale of businesses									500,305						—						500,305
Other investing activities									(1,742)						—						(1,742)
Net cash provided by investing activities - continuing operations									443,547						—						443,547
Net cash provided by investing activities - discontinued operations									126,956						—						126,956
Net cash provided by investing activities									570,503						—						570,503
Cash flows from financing activities:
Proceeds from the issuance of Trust common shares, net									74,259						—						74,259
Purchase of treasury shares, net									(9,339)						—						(9,339)
Borrowings under credit facility									360,000						—						360,000
Repayments under credit facility									(515,000)						—						(515,000)
Repayments - Term Loan									(10,000)						—						(10,000)
Subsidiary financing arrangements - borrowings			ADJ 5						—						121,806						121,806
Subsidiary financing arrangements - repayments			ADJ 5						—						(60,367)						(60,367)
Distributions paid - common shares									(71,967)						—						(71,967)
Distributions paid - preferred shares									(24,181)						—						(24,181)
Net proceeds provided by noncontrolling shareholders									15,599						—						15,599
Purchase of noncontrolling interest									(41,297)						—						(41,297)
Distributions to noncontrolling shareholders									(11,745)						—						(11,745)
Distributions paid - Allocation Interests									(26,475)						—						(26,475)
Other									(17)						—						(17)
Net cash provided by (used in) financing activities									(260,163)						61,439						(198,724)
Foreign currency impact on cash									786						—						786
Net increase (decrease) in cash and cash equivalents									389,206						—						389,206
Cash and cash equivalents — beginning of period									61,271						(68)						61,203
Cash and cash equivalents — end of period									$	450,477					$	(68)					$	450,409

									December 31, 2022
			ADJ Reference						As Reported (1)						Adjustments						As Restated
Assets
Current assets:
Cash and cash equivalents									$	52,743					(68)						52,675
Accounts receivable, net			ADJ 1						288,901						(85,224)						203,677
Inventories, net			ADJ 2						657,494						(96,044)						561,450
Prepaid expenses and other current assets			ADJ 2						67,509						(14,202)						53,307
Current assets of discontinued operations									143,538						—						143,538
Total current assets									1,210,185						(195,538)						1,014,647
Property, plant and equipment, net									183,397						—						183,397
Goodwill			ADJ 3						950,111						(86,337)						863,774
Intangible assets, net			ADJ 3						965,624						(74,358)						891,266
Other non-current assets									161,850						7						161,857
Non-current assets of discontinued operations									378,464						—						378,464
Total assets									$	3,849,631					$	(356,226)					$	3,493,405
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable									80,447						(3,362)						77,085
Accrued expenses			ADJ 4						180,233						52,415						232,648
Due to related parties (refer to Note Q)									15,495						—						15,495
Current portion, long-term debt									10,000						—						10,000
Subsidiary financing arrangements			ADJ 5						—						48,160						48,160
Other current liabilities									33,957						—						33,957
Current liabilities of discontinued operations									39,700						—						39,700
Total current liabilities									359,832						97,213						457,045
Deferred income taxes									139,471						(20,414)						119,057
Long-term debt									1,824,468						—						1,824,468
Other non-current liabilities									139,072						—						139,072
Non-current liabilities of discontinued operations									24,826						—						24,826
Total liabilities									2,487,669						76,799						2,564,468
Stockholders’ equity
Trust preferred shares, 50,000 authorized; 12,600 shares issued and outstanding at December 31, 2022
Series A preferred shares, no par value, 4,000 shares issued and outstanding at December 31, 2022									96,417						—						96,417
Series B preferred shares, no par value, 4,000 shares issued and outstanding at December 31, 2022									96,504						—						96,504
Series C preferred shares, no par value, 4,600 shares issued and outstanding at December 31, 2022									110,997						—						110,997
Trust common shares, no par value, 500,000 authorized; 72,203 shares issued and outstanding at December 31, 2022									1,207,044						—						1,207,044
Accumulated other comprehensive income (loss)									(1,136)						—						(1,136)
Accumulated deficit									(372,906)						(259,343)						(632,249)
Total stockholders’ equity attributable to Holdings									1,136,920						(259,343)						877,577
Noncontrolling interest			ADJ 6						187,444						(173,682)						13,762
Noncontrolling interest of discontinued operations									37,598						—						37,598
Total stockholders’ equity									1,361,962						(433,025)						928,937
Total liabilities and stockholders’ equity									$	3,849,631					$	(356,226)					$	3,493,405

			Year Ended December 31, 2022
			ADJ Reference						As Reported						Adjustments						As Restated
Net revenues			ADJ 7						$	1,920,695					$	(163,886)					$	1,756,809
Cost of revenues			ADJ 8						1,192,073						(84,695)						1,107,378
Gross profit									728,622						(79,191)						649,431
Operating expenses:
Selling, general and administrative expense									441,628						—						441,628
Management fees									62,104						—						62,104
Amortization expense			ADJ 3						77,237						(4,584)						72,653
Impairment expense			ADJ 3						—						28,602						28,602
Operating income (loss)									147,653						(103,209)						44,444
Other income (expense):
Interest expense, net			ADJ 9						(83,481)						(1,778)						(85,259)
Amortization of debt issuance costs									(3,740)						—						(3,740)
Loss on debt extinguishment									(534)						—						(534)
Other income (expense), net			ADJ 10						(2,314)						(66,533)						(68,847)
Income (loss) from continuing operations before income taxes									57,584						(171,520)						(113,936)
Provision for income taxes			ADJ 11						41,367						(11,874)						29,493
Income (loss) from continuing operations									16,217						(159,646)						(143,429)
Income from discontinued operations, net of income tax									25,831						—						25,831
Gain on sale of discontinued operations, net of income tax									9,393						—						9,393
Net income									51,441						(159,646)						(108,205)
Less: Net loss from continuing operations attributable to noncontrolling interest									13,793						(64,033)						(50,240)
Less: Net income (loss) from discontinued operations attributable to noncontrolling interest									1,258						—						1,258
Net income (loss) attributable to Holdings									$	36,390					$	(95,613)					$	(59,223)
Amounts attributable to common shares of Holdings:
Income (loss) from continuing operations									$	2,424					$	(95,613)					$	(93,189)
Income from discontinued operations, net of income tax									24,573						—						24,573
Gain on sale of discontinued operations, net of income tax									9,393						—						9,393
Net income (loss) attributable to Holdings									$	36,390					$	(95,613)					$	(59,223)
Basic and fully diluted income (loss) per share attributable to Holdings (refer to Note K)
Continuing operations									(0.53)						(1.28)						(1.81)
Discontinued operations									0.43						0.01						0.44
									$	(0.10)					$	(1.27)					$	(1.37)

			Year Ended December 31, 2022
(in thousands)			ADJ Reference						As Reported						Adjustments						As Restated
Cash flows from operating activities:
Net income (loss)									$	51,441					$	(159,646)					$	(108,205)
Income from discontinued operations, net of income tax									25,831						—						25,831
Gain on sale of discontinued operations, net of income tax									9,393						—						9,393
Income (loss) from continuing operations									16,217						(159,646)						(143,429)
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation expense									39,476						—						39,476
Amortization expense - intangibles			ADJ 3						77,237						(4,584)						72,653
Amortization expense - inventory step-up			ADJ 3						6,113						(5,483)						630
Amortization of debt issuance costs									3,740						—						3,740
Impairment expense									—						28,602						28,602
Loss on debt extinguishment									534						—						534
Noncontrolling stockholder stock based compensation									10,519						—						10,519
Provision for receivable and inventory reserves									(689)						4,238						3,549
Deferred taxes									3,023						—						3,023
Other									2,338						4						2,342
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable			ADJ 1						(43,420)						59,672						16,252
Inventories			ADJ 2						(146,220)						20,125						(126,095)
Other current and non-current assets									(12,772)						—						(12,772)
Accounts payable and accrued expenses			ADJ 4						(7,299)						38,720						31,421
Net cash provided by (used in) operating activities - continuing operations									(51,203)						(18,352)						(69,555)
Net cash provided by operating activities - discontinued operations									22,910						—						22,910
Net cash provided by (used in) operating activities									(28,293)						(18,352)						(46,645)
Cash flows from investing activities:
Acquisitions, net of cash acquired									(569,028)						—						(569,028)
Purchases of property and equipment									(60,183)						—						(60,183)
Proceeds from sale of businesses									9,393						—						9,393
Other investing activities									(1,102)						—						(1,102)
Net cash provided by (used in) investing activities - continuing operations									(620,920)						—						(620,920)
Net cash provided by (used in) investing activities - discontinued operations									(5,803)						—						(5,803)
Net cash provided by (used in) investing activities									(626,723)						—						(626,723)

			Year Ended December 31, 2022
(in thousands)			ADJ Reference						As Reported						Adjustments						As Restated
Cash flows from financing activities:
Proceeds from the issuance of Trust common shares, net									83,851						—						83,851
Issuance of Term Loan									400,000						—						400,000
Borrowings under credit facility									268,000						—						268,000
Repayments under credit facility									(113,000)						—						(113,000)
Repayments - Term Loan									(5,000)						—						(5,000)
Subsidiary financing arrangements - borrowings			ADJ 5						—						60,499						60,499
Subsidiary financing arrangements - repayments			ADJ 5						—						(42,147)						(42,147)
Distributions paid - common shares									(70,845)						—						(70,845)
Distributions paid - preferred shares									(24,181)						—						(24,181)
Net proceeds provided by noncontrolling shareholders									1,312						—						1,312
Net proceeds provided by noncontrolling shareholders									35,263						—						35,263
Debt issuance costs									(5,276)						—						(5,276)
Distributions to noncontrolling shareholders									(11,292)						—						(11,292)
Purchase of noncontrolling interest									(1,957)						—						(1,957)
Other									10						—						10
Net cash provided by (used in) financing activities									556,885						18,352						575,237
Foreign currency impact on cash									(1,331)						—						(1,331)
Net increase (decrease) in cash and cash equivalents									(99,462)						—						(99,462)
Cash and cash equivalents — beginning of period									160,733						(68)						160,665
Cash and cash equivalents — end of period									$	61,271					$	(68)					$	61,203

Lugano - Adjustments to Lugano Purchase Price Allocation

In addition to the restatement of the consolidated financial statements for the fiscal years ended December 31, 2024, 2023 and 2022, the Lugano Investigation also identified unrecorded financing arrangements and misstatements in revenue and cost of revenues in the period from acquisition of Lugano on September 3, 2021 through December 31, 2021, and errors in the balances of accounts receivable, inventory, other current assets, accounts payable, accrued expenses and unrecorded financing arrangements as of September 3, 2021 and the periods ended September 30, 2021 and December 31, 2021. As a result, the Company reperformed the September 3, 2021 purchase price allocation related to the acquisition of Lugano. The results of the revised purchase price allocation are presented below.

						Purchase Price Allocation - 9/3/21												Purchase Price Allocation - 9/3/21
						As Reported						Adjustments						As Restated
Purchase consideration						$	265,134					—						$	265,134
Fair value of identifiable assets acquired:
Cash						$	1,433					$	(68)					$	1,365
Accounts Receivable						20,954						(17,602)						3,352
Inventory						95,213						(58,505)						36,708
Property, plant & equipment						3,135						—						3,135
Intangible assets						82,454						(78,155)						4,299
Other current and noncurrent assets						9,093						(2,235)						6,858
Total identifiable assets						212,282						(156,565)						55,717
Fair value of liabilities assumed:
Current liabilities						7,187						39,362						46,549
Other liabilities						3,175						—						3,175
Deferred tax liabilities						23,123						(21,693)						1,430
Total liabilities						33,485						17,669						51,154
Net identifiable assets acquired						178,797						(174,234)						4,563
Goodwill						$	86,337					$	174,234					$	260,571

Intangible Assets						Fair Value												Fair Value
						As Reported						Adjustments						As Restated
Tradename						$	48,433					$	(48,207)					$	226
Customer Relationships						34,021						(29,948)						4,073
						$	82,454					$	(78,155)					$	4,299

Lugano - Interim Impairment Testing

The Company performed an interim impairment test of goodwill at Lugano as of December 31, 2021. Historical information that had previously been relied on by the Company in preparing projected financial information for the period ending December 31, 2021 proved to be inaccurate, and operating results were below forecast amounts that were used as the basis for the purchase price allocation performed when Lugano was acquired. Therefore the Company determined that a triggering event had occurred. The Company performed the quantitative impairment test using an income approach. The prospective information used in the income approach considered macroeconomic data, industry and reporting unit specific facts and circumstances and was our best estimate of operational results and cash flows for the Lugano reporting unit as of the date of our impairment testing. The discount rate used in the income approach was 12.0% The results of the quantitative impairment testing indicated that the fair value of the Lugano reporting unit did not exceed its carrying value, resulting in goodwill impairment expense of $237.2 million in the year ended December 31, 2021.

X

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The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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