11/09/2026 | Press release | Distributed by Public on 11/09/2026 07:41
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition, results of operations and cash flows should be read in conjunction with (1) the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and (2) the audited consolidated financial statements and notes thereto and management's discussion and analysis of financial condition and results of operations for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K").
This Quarterly Report on Form 10-Q contains forward-looking statements which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or future financial or operating performance and include all statements that are not historical facts such as information concerning executive management transitions and integrations, the financial outlook of ContextLogic Holdings Inc. (the "Company," "ContextLogic," "we," "our" or "us"), information concerning the acquisition of US Salt Parent Holdings, LLC and subsidiaries (such entities taken together, comprising the salt production, manufacturing and distribution business of US Salt and its subsidiaries ("US Salt"), such acquisition, the "US Salt Acquisition"), information concerning the integration of US Salt into the Company's operations, potential growth strategies and opportunities, our remediation efforts for a material weakness identified as part of the US Salt Acquisition, potential resolutions to ongoing litigation and planned capital expenditures. In some cases, forward-looking statements can be identified by terms such as "anticipates," "assumption," "believes," "continue," "could," "estimates," "expects," "foresees," "forecasts," "guidance," "intends," "goals," "judgment," "may," "might," "outlook," "plans," "potential," "predicts," "projects," "seeks," "should," "targets," "will," "would" or similar expressions and the negatives of those terms.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Those risks include those described in Part II, Item 1A. "Risk Factors" in this Quarterly Report on Form 10-Q, as well as in our condensed consolidated financial statements, related notes, and the other information appearing elsewhere in this Quarterly Report on Form 10-Q, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 13, 2026, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 15, 2026, our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 5, 2026 and our other filings with the SEC. The inclusion of forward-looking information should not be regarded as a representation by us, our management or any other person that the future plans, estimates, or expectations contemplated by us will be achieved. Given these uncertainties, you should not place undue reliance on any forward-looking statements in this Quarterly Report on Form 10-Q.
In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject, including, but not limited to, statements regarding the acquisition of US Salt, the strategic alternatives considered by the Company's Board of Directors (the "Board"), including the decisions taken thereto; future financial performance; future liquidity and operating expenditures; financial condition and results of operations; competitive changes in the marketplace and other characterizations of future events or circumstances. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.
You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed with the SEC as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect.
Overview of the Company
We are a business ownership platform designed from first principles to combine the structural advantages of permanent public capital with the operating discipline, alignment, and long-term orientation typically associated with private ownership.
Our mission is to build a portfolio of high-quality, niche, and competitively advantaged businesses that generate sustainable, growing free cash flow that can be reinvested over long time horizons. We currently own one operating subsidiary, US Salt.
Origins and Evolution of the Platform
Prior to the divestiture of the former Wish.com business, the Company preserved approximately $2.9 billion of federal net operating losses ("NOLs") and other tax attributes.
Through our subsidiary Holdings, we operate a platform based on aligned ownership, decentralized operations, and disciplined capital deployment.
On February 26, 2026, we closed a series of transactions that resulted in the acquisition of US Salt, pursuant to a purchase agreement dated December 8, 2025. US Salt is a leading producer, packager, and distributor of evaporated and specialty salt products originally founded in 1893. The acquisition of US Salt represented our anchor acquisition and launched our new strategy as a business ownership platform.
Our Business Model
Our decentralized structure means each operating subsidiary is independently managed by its leadership team with responsibility for day-to-day operations, commercial strategy, and long-term planning. Our platform functions will be intentionally limited in scope. Platform leadership supports public company reporting, capital allocation, and mergers and acquisitions execution. Our operating businesses will each have chief executive officers with primary authority and accountability for their businesses.
Under this model, each operating subsidiary will be overseen by a dedicated business oversight committee consisting of directors who work directly with management, review budgets, assess performance, and make compensation decisions. Capital allocation across the platform will be overseen by a separate investment committee composed primarily of representatives from the Company's largest equity holders. We believe this governance structure will keep decision-making close to owners, enhance accountability, and ensure capital is deployed with discipline.
Acquisition Strategy
Our acquisition approach focuses on identifying and acquiring businesses that meet three core criteria:
We intend to add new businesses gradually over time, emphasizing quality, resilience, and attractive cash flow characteristics rather than volume or pace of deployment. In addition to strategic acquisitions, we may also pursue value-enhancing opportunities such as share repurchases, capital or structured investments when we believe such opportunities are attractive to shareholders.
Recent Developments
On August 4, 2026, GCH Buyer, Inc. ("Buyer"), a Delaware corporation and indirect, wholly owned subsidiary of Holdings entered into a Stock Purchase Agreement, as amended on October 22, 2026 (the "Purchase Agreement"), with EagleTree-Gaylord Management Investment, L.P., a Delaware limited partnership, EagleTree-Gaylord Holdings Corp., a Delaware corporation, and its subsidiaries ("gChem" and such transaction, the "gChem Acquisition") and, solely for limited purposes, Holdings, to acquire all of the issued and outstanding capital stock of gChem (other than certain rollover shares) for $847.5 million in cash and net $2.5 million in assumed liabilities to be paid post close, following satisfaction or waiver of certain conditions and subject to customary purchase price adjustments. We anticipate the gChem Acquisition will close in late 2026 or the first quarter of 2027.
In connection with its entry into the Purchase Agreement, (i) Holdings obtained equity financing commitments from certain investors for an aggregate of $870.0 million and (ii) Buyer obtained a debt financing commitment arranged by Blackstone and Wells Fargo Securities, LLC, comprising a $250.0 million term loan and a $25.0 million revolving credit facility, which
will be used to finance the consideration due under the Purchase Agreement and related fees and expenses, subject to the terms and conditions set forth in the respective equity and debt commitment letters.
As a result of the borrowings described above, Buyer expects to incur approximately $22.0 million of additional interest expense on an annual basis.
Known Trends and Uncertainties
We monitor several trends and uncertainties that could materially affect our future results of operations, liquidity, and cash flows.
Transportation Availability and Costs
Our business operations depend on trucking and transportation services to move products and materials, and we have experienced, and may continue to experience, volatility in freight and fuel costs, driver availability, and carrier capacity. These trucking and transportation cost pressures and uncertainties could materially affect our operating expenses, supply chain reliability, and results of operations.
Natural Gas and Energy Inputs
Our operations are energy intensive, and natural gas is a meaningful variable input cost. While future market pricing cannot be predicted with certainty, natural-gas cost variability may affect our production costs in the future if market rates materially differ from the terms of the existing contract. We consider hedging strategies and operational efficiency initiatives to mitigate potential price volatility.
Labor Costs and Workforce Availability
Wage inflation and a tight regional labor market have contributed to higher labor and benefit costs in recent periods. We expect continued upward pressure on wages, which may increase our cost of sales, selling expense, and general and administrative expenses. Productivity initiatives, cross-training, and automation are expected to partially offset inflationary impacts; however, labor availability and cost trends remain an uncertainty.
Product Mix and Customer Demand.
A meaningful portion of our margin is influenced by our product mix of the categories we serve. Our strategy to increase exposure to higher-value categories is expected to support margin stability; however, the timing of large customer orders, competitive dynamics in private label programs, and broader economic conditions may contribute to period-to-period variability.
Maintenance and Production Reliability.
We operate a single, vertically integrated facility. While its multi-year reliability program has improved uptime and operating efficiency, unplanned outages, major equipment failures, or extended maintenance projects could temporarily affect production volumes or increase costs. We plan maintenance activities carefully to minimize operational disruptions, but variability in maintenance requirements is an ongoing uncertainty.
Inflationary Pressures and Supply Chain Costs
Increases in the cost of packaging materials, freight, spare parts and external maintenance services have affected cost trends in recent years. Although we have generally been able to offset inflation through price increases and cost efficiency initiatives, sustained or accelerated inflation could impact our margins and working capital needs.
Seasonality
Pool salt and ice melt are the only products that exhibit consistent seasonal demand patterns-pool salt shipments typically increase in late spring and summer, while ice melt demand occurs in winter months. These products represent a limited portion of its overall sales, and seasonality has not had a material impact on our consolidated results.
Results of Operations
Results after the date of the US Salt Acquisition, the period from February 27, 2026 through September 30, 2026 (Successor), include the Company's consolidation of US Salt into ContextLogic, reflecting US Salt on a new basis in accordance with application of acquisition accounting. The Company is presenting US Salt as the predecessor to the
post-acquisition consolidated ContextLogic entity and as a result has presented activity of stand-alone US Salt in periods prior to February 26, 2026 (Predecessor Periods). To provide meaningful and comparable information, the Company is also presenting Combined results-a non-GAAP measure that adds the period from January 1, 2026 through February 26, 2026 (Predecessor) and the period from February 27, 2026 through September 30, 2026 (Successor)-to compare against the nine months ended September 30, 2025 (Predecessor).
The following table shows our results of operations for the periods presented.
Results of Operations for the Three Months Ended September 30, 2026 (Successor) and 2025 (Predecessor)
|
Successor |
Predecessor |
|||||||||||||||
|
Three Months Ended September 30, 2026 |
Three Months Ended September 30, 2025 |
$ Change |
||||||||||||||
|
(in millions) |
(in millions) |
|||||||||||||||
|
Net sales |
$ |
32.2 |
100 |
% |
$ |
32.2 |
100 |
% |
$ |
- |
||||||
|
Cost of sales |
20.6 |
64 |
% |
20.6 |
64 |
% |
- |
|||||||||
|
Gross profit |
11.6 |
11.6 |
- |
|||||||||||||
|
Operating expenses: |
||||||||||||||||
|
Selling expense |
1.0 |
3 |
% |
0.9 |
3 |
% |
0.1 |
|||||||||
|
General and administrative |
12.6 |
39 |
% |
2.3 |
7 |
% |
10.3 |
|||||||||
|
Transaction expenses |
6.8 |
21 |
% |
0.1 |
0 |
% |
6.7 |
|||||||||
|
Total operating expenses |
20.4 |
3.3 |
17.1 |
|||||||||||||
|
(Loss) income from operations |
(8.8 |
) |
8.3 |
(17.1 |
) |
|||||||||||
|
Other income (expenses): |
||||||||||||||||
|
Interest and other income |
0.1 |
0 |
% |
- |
0 |
% |
0.1 |
|||||||||
|
Interest and other expense, net |
(4.6 |
) |
-14 |
% |
(5.3 |
) |
-16 |
% |
0.7 |
|||||||
|
(Loss) income before income taxes |
(13.3 |
) |
3.0 |
(16.3 |
) |
|||||||||||
|
Income tax expense |
0.1 |
0 |
% |
- |
0 |
% |
0.1 |
|||||||||
|
Net (loss) income |
(13.4 |
) |
-42 |
% |
3.0 |
9 |
% |
(16.4 |
) |
|||||||
|
Net (loss) income attributable to noncontrolling interest |
- |
0 |
% |
0.1 |
0 |
% |
(0.1 |
) |
||||||||
|
Net (loss) income attributable to Parent Holdings Class A unitholders (Predecessor) or common stockholders (Successor) |
$ |
(13.4 |
) |
-42 |
% |
$ |
2.9 |
9 |
% |
$ |
(16.3 |
) |
||||
|
Other Financial and Operating Data: |
||||||||||||||||
|
Gross Profit %(1) |
36.0 |
% |
36.0 |
% |
||||||||||||
|
EBITDA(2) |
1.4 |
12.3 |
||||||||||||||
|
Adjusted EBITDA(2) |
10.1 |
15.6 |
||||||||||||||
|
Supplemental Disclosure Items: |
||||||||||||||||
|
CLHI Corporate G&A |
2.1 |
- |
||||||||||||||
|
CLHI Corporate transaction expenses |
6.8 |
- |
||||||||||||||
|
CLHI Corporate tax expense |
0.1 |
- |
||||||||||||||
|
CLHI Corporate adjusting expense items for Adjusted EBITDA(3) |
7.1 |
- |
||||||||||||||
Results of Operations for the Period from February 27, 2026 to September 30, 2026 (Successor), Period from January 1, 2026 to February 26, 2026 (Predecessor) and the Nine Months Ended September 30, 2025 (Predecessor)
|
Successor |
Predecessor |
Non-GAAP |
Predecessor |
|||||||||||||||||||
|
Period from February 27, 2026 to September 30, 2026 |
Period from January 1, 2026 to February 26, 2026 |
Combined Nine Months Ended September 30, 2026 |
Nine Months Ended September 30, 2025 |
|||||||||||||||||||
|
(in millions) |
(in millions) |
(in millions) |
(in millions) |
|||||||||||||||||||
|
Net sales |
$ |
77.9 |
$ |
20.3 |
$ |
98.2 |
100 |
% |
$ |
98.3 |
100 |
% |
||||||||||
|
Cost of sales |
50.0 |
13.2 |
63.2 |
64 |
% |
61.1 |
62 |
% |
||||||||||||||
|
Gross profit |
27.9 |
7.1 |
35.0 |
37.2 |
||||||||||||||||||
|
Operating expenses: |
||||||||||||||||||||||
|
Selling expense |
2.4 |
0.7 |
3.1 |
3 |
% |
2.9 |
3 |
% |
||||||||||||||
|
General and administrative |
31.8 |
1.6 |
33.4 |
34 |
% |
7.3 |
7 |
% |
||||||||||||||
|
Transaction expenses |
29.3 |
0.1 |
29.4 |
30 |
% |
0.3 |
0 |
% |
||||||||||||||
|
Total operating expenses |
63.5 |
2.4 |
65.9 |
10.5 |
||||||||||||||||||
|
(Loss) income from operations |
(35.6 |
) |
4.7 |
(30.9 |
) |
26.7 |
||||||||||||||||
|
Other income (expenses): |
||||||||||||||||||||||
|
Interest and other income |
0.2 |
- |
0.2 |
0 |
% |
- |
0 |
% |
||||||||||||||
|
Interest and other expense, net |
(10.8 |
) |
(3.0 |
) |
(13.8 |
) |
-14 |
% |
(16.1 |
) |
-16 |
% |
||||||||||
|
(Loss) income before income taxes |
(46.2 |
) |
1.7 |
(44.5 |
) |
10.6 |
||||||||||||||||
|
Income tax benefit |
41.8 |
- |
41.8 |
43 |
% |
- |
0 |
% |
||||||||||||||
|
Net (loss) income |
(4.4 |
) |
1.7 |
(2.7 |
) |
-3 |
% |
10.6 |
11 |
% |
||||||||||||
|
Net (loss) income attributable to noncontrolling interest |
- |
- |
- |
0 |
% |
0.1 |
0 |
% |
||||||||||||||
|
Net (loss) income attributable to Parent Holdings Class A unitholders (Predecessor) or common stockholders (Successor) |
$ |
(4.4 |
) |
$ |
1.7 |
$ |
(2.7 |
) |
-3 |
% |
$ |
10.5 |
11 |
% |
||||||||
|
Other Financial and Operating Data: |
||||||||||||||||||||||
|
Gross Profit %(1) |
35.8 |
% |
35.0 |
% |
35.6 |
% |
37.8 |
% |
||||||||||||||
|
EBITDA(2) |
(12.1 |
) |
7.4 |
(4.7 |
) |
38.0 |
||||||||||||||||
|
Adjusted EBITDA(2) |
24.8 |
7.7 |
32.5 |
42.2 |
||||||||||||||||||
|
Supplemental Disclosure Items: |
||||||||||||||||||||||
|
CLHI Corporate G&A |
$ |
9.2 |
- |
9.2 |
- |
|||||||||||||||||
|
CLHI Corporate transaction expenses |
28.6 |
- |
28.6 |
- |
||||||||||||||||||
|
CLHI Corporate tax benefit |
41.8 |
- |
41.8 |
- |
||||||||||||||||||
|
CLHI Corporate adjusting expense items for Adjusted EBITDA(3) |
32.6 |
- |
32.6 |
- |
||||||||||||||||||
Comparison of the Three Months Ended September 30, 2026 (Successor) and 2025 (Predecessor)
Net Sales, Cost of Sales, and Gross Profit
|
Successor |
Predecessor |
||||||||||||
|
Three Months Ended September 30, 2026 |
Three Months Ended September 30, 2025 |
Three Months' Change |
|||||||||||
|
(in millions) |
(in millions) |
% |
|||||||||||
|
Net sales |
$ |
32.2 |
$ |
32.2 |
- |
||||||||
|
Cost of sales |
20.6 |
20.6 |
- |
||||||||||
|
Gross profit |
11.6 |
11.6 |
- |
||||||||||
|
Gross margin |
36.0 |
% |
36.0 |
% |
|||||||||
Net sales for the third quarter of 2026 (Successor) was $32.2 million, flat compared to $32.2 million in the third quarter of 2025 (Predecessor). We experienced lower sales volume in the quarter and a slightly unfavorable product mix, offset by higher average sales prices. The average sales price in the third quarter of 2026 (Successor) was 6.1% higher than that of the prior year quarter (Predecessor), which generated approximately $1.9 million of additional revenue. Overall volume during the third quarter of 2026 (Successor) decreased 5.7%, compared with the third quarter of 2025 (Predecessor), resulting in an approximately $1.8 million reduction in revenue. The decrease in volume was primarily attributable to transportation constraints related to limited trucking availability that limited shipments during the quarter.
Cost of sales for the third quarter of 2026 (Successor) was $20.6 million, flat compared to $20.6 million for the third quarter of 2025 (Predecessor). We experienced inflationary pressures on inputs such as natural gas and labor, partially offset by lower sales volumes.
Gross profit stayed flat for the third quarter of 2026 (Successor) compared to the third quarter of 2025 (Predecessor). We experienced increased price of inputs such as natural gas and labor offset by higher average selling prices.
Operating Expenses
|
Successor |
Predecessor |
||||||||||||
|
Three Months Ended September 30, 2026 |
Three Months Ended September 30, 2025 |
Three Months' Change |
|||||||||||
|
(in millions) |
(in millions) |
% |
|||||||||||
|
General and administrative |
$ |
12.6 |
$ |
2.3 |
447.8 |
% |
|||||||
|
Selling expense |
1.0 |
0.9 |
11.1 |
% |
|||||||||
|
Transaction expenses |
6.8 |
0.1 |
6700.0 |
% |
|||||||||
|
Operating expenses |
20.4 |
3.3 |
518.2 |
% |
|||||||||
Operating expenses increased $17.1 million for the third quarter of 2026 (Successor) compared to the third quarter of 2025 (Predecessor). This increase was primarily driven by $6.9 million of higher intangible asset amortization related to US Salt acquisition accounting and $8.9 million of expenses attributable to ContextLogic, impacted by professional services, employee costs, and expenses related to the pending gChem Acquisition and pursuing and executing potential acquisitions.
Other Income (Expenses)
|
Successor |
Predecessor |
||||||||||||
|
Three Months Ended September 30, 2026 |
Three Months Ended September 30, 2025 |
Three Months' Change |
|||||||||||
|
(in millions) |
(in millions) |
% |
|||||||||||
|
Interest and other income |
$ |
0.1 |
$ |
- |
100.0 |
% |
|||||||
|
Interest and other expense, net |
(4.6 |
) |
(5.3 |
) |
(13.2 |
)% |
|||||||
|
Other income (expenses) |
(4.5 |
) |
(5.3 |
) |
(15.1 |
)% |
|||||||
Other income (expenses) decreased $0.8 million for the third quarter of 2026 (Successor) compared to the third quarter of 2025 (Predecessor). The decrease was driven by $0.9 million of lower interest expense, reflecting the lower interest rate on the Wilmington Trust term loan entered into in February 2026 in connection with the US Salt Acquisition, as compared to the Ares Capital term loan it replaced.
Comparison of the Period from February 27, 2026 to September 30, 2026 (Successor) and Period from January 1, 2026 to February 26, 2026 (Predecessor) Compared with the Nine Months Ended September 30, 2025 (Predecessor)
Net Sales, Cost of Sales, and Gross Profit
|
Successor |
Predecessor |
Non-GAAP |
Predecessor |
Non-GAAP |
|||||||||||||||||
|
Period from February 27, 2026 to September 30, 2026 |
Period from January 1, 2026 to February 26, 2026 |
Combined Nine Months Ended September 30, 2026 |
Nine Months Ended September 30, 2025 |
Nine Months' Change |
|||||||||||||||||
|
(in millions) |
(in millions) |
(in millions) |
(in millions) |
% |
|||||||||||||||||
|
Net sales |
$ |
77.9 |
$ |
20.3 |
$ |
98.2 |
$ |
98.3 |
(0.1 |
)% |
|||||||||||
|
Cost of sales |
50.0 |
13.2 |
63.2 |
61.1 |
3.4 |
% |
|||||||||||||||
|
Gross profit |
27.9 |
7.1 |
35.0 |
37.2 |
(5.9 |
)% |
|||||||||||||||
|
Gross margin |
35.8 |
% |
35.0 |
% |
35.6 |
% |
37.8 |
% |
|||||||||||||
Net sales for the Combined nine months ending September 30, 2026 was $98.2 million, a decrease of $0.1 million, or 0.1%, from $98.3 million for the nine months ending September 30, 2025 (Predecessor). The decrease was primarily attributable to lower sales volumes, partially offset by higher average sales prices and slightly favorable product mix. Average sales price in the Combined nine months ending September 30, 2026 increased 7.3% compared to the same period in the prior year, which generated approximately $6.7 million of additional revenue. US Salt volumes decreased 6.9% for the Combined nine months ended September 30, 2026, compared to prior year, resulting in an approximately $6.7 million reduction in revenue. The decrease in volume was primarily attributable to a planned maintenance shutdown in the second quarter of 2026 (Successor) that was not performed in the prior year and transportation constraints related to limited trucking availability that limited shipments during the period.
Cost of sales for the Combined nine months ending September 30, 2026, was $63.2 million, an increase of $2.1 million, or 3.4%, from $61.1 million for the nine months ending September 30, 2025 (Predecessor). The increase was primarily attributable to $1.1 million of acquisition related inventory step-up amortization. The remaining increase was due to inflationary pressures on inputs such as natural gas and labor, and costs associated with a planned periodic maintenance shutdown conducted approximately every two to three years to perform major maintenance activities related to equipment reliability and operating efficiency.
Gross profit decreased $2.2 million for the Combined nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 (Predecessor). This decrease was primarily driven by the $2.1 million increase in cost of sales.
Operating Expenses
|
Successor |
Predecessor |
Non-GAAP |
Predecessor |
Non-GAAP |
|||||||||||||||||
|
Period from February 27, 2026 to September 30, 2026 |
Period from January 1, 2026 to February 26, 2026 |
Combined Nine Months Ended September 30, 2026 |
Nine Months Ended September 30, 2025 |
Nine Months' Change |
|||||||||||||||||
|
(in millions) |
(in millions) |
(in millions) |
(in millions) |
% |
|||||||||||||||||
|
General and administrative |
$ |
31.8 |
$ |
1.6 |
$ |
33.4 |
$ |
7.3 |
357.5 |
% |
|||||||||||
|
Selling expense |
2.4 |
0.7 |
3.1 |
2.9 |
6.9 |
% |
|||||||||||||||
|
Transaction expenses |
29.3 |
0.1 |
29.4 |
0.3 |
9700.0 |
% |
|||||||||||||||
|
Operating expenses |
63.5 |
2.4 |
65.9 |
10.5 |
527.6 |
% |
|||||||||||||||
Operating expenses increased $55.4 million for the Combined nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 (Predecessor). This increase was primarily driven by $28.6 million of expenses incurred by ContextLogic attributable to its acquisition of US Salt, its pending acquisition of gChem, and expenses incurred pursuing and executing potential acquisitions, $16.1 million of higher intangible asset amortization related to US Salt acquisition accounting, $9.2 million of expenses attributable to ContextLogic corporate costs, impacted by a $3.5 million contingent loss accrual, professional services, and employee costs.
Other Income (Expenses)
|
Successor |
Predecessor |
Non-GAAP |
Predecessor |
Non-GAAP |
|||||||||||||||||
|
Period from February 27, 2026 to September 30, 2026 |
Period from January 1, 2026 to February 26, 2026 |
Combined Nine Months Ended September 30, 2026 |
Nine Months Ended September 30, 2025 |
Nine Months' Change |
|||||||||||||||||
|
(in millions) |
(in millions) |
(in millions) |
(in millions) |
% |
|||||||||||||||||
|
Interest and other income |
$ |
0.2 |
$ |
- |
$ |
0.2 |
$ |
- |
100.0 |
% |
|||||||||||
|
Interest and other expense, net |
(10.8 |
) |
(3.0 |
) |
(13.8 |
) |
(16.1 |
) |
(14.3 |
)% |
|||||||||||
|
Other income (expenses) |
(10.6 |
) |
(3.0 |
) |
(13.6 |
) |
(16.1 |
) |
(15.5 |
)% |
|||||||||||
Other income (expenses) decreased $2.5 million for the Combined nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 (Predecessor). The decrease was driven by $2.5 million of lower interest expense, reflecting the lower interest rate on the Wilmington Trust term loan entered into in February 2026 in connection with the US Salt Acquisition, as compared to the Ares Capital term loan it replaced.
Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA
Earnings before interest, taxes, depreciation and amortization, or EBITDA, and Adjusted EBITDA are supplemental non-GAAP financial measures used by management. The Company defines EBITDA as net income before (i) interest expense, (ii) depreciation, amortization and depletion, and (iii) taxes. The Company defines Adjusted EBITDA as EBITDA before (i) transaction and integration costs, (ii) stock and unit-based compensation, (iii) restructuring and severance costs, (iv) asset impairments and write-offs, (v) legal contingency accrual, (vi) foreign currency (gain) loss, and (vii) other adjustments. The most directly comparable GAAP financial measure to EBITDA and Adjusted EBITDA is net income.
The Company believes EBITDA and Adjusted EBITDA offer useful views of the overall operation of the business because they allow comparison of its results of operations from period to period without regard to its financing methods or capital structure or other items that impact comparability of financial results from period to period such as fluctuations in interest expense or effective tax rates, levels of depreciation, amortization, and depletion, or items whose timing and amount vary significantly from period to period. Because the Company's strategy includes the acquisition of businesses, the Company has incurred, and expects to continue to incur, transaction and integration costs. The amount and timing of these costs vary significantly depending on the number, size and complexity of transactions pursued in a given period, including transactions that are not completed, and management does not consider them indicative of the ongoing operating performance of the Company's businesses.
Users should consider the limitations of EBITDA and Adjusted EBITDA, including that (i) EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest payments on the Company's indebtedness, (ii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and the cash requirements for such replacements are not reflected in EBITDA and Adjusted EBITDA, (iii) Adjusted EBITDA excludes transaction and integration costs, which are cash expenses the Company has incurred and expects to continue to incur as part of its acquisition strategy and which are a necessary element of certain of its acquisitions, (iv) the omission of the substantial amortization expense associated with the Company's intangible assets further limits the usefulness of EBITDA and Adjusted EBITDA and (v) EBITDA and Adjusted EBITDA do not include the payment of taxes, which is a necessary element of the Company's operations. EBITDA and Adjusted EBITDA should not be considered as alternatives to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. The Company's computations of EBITDA and Adjusted EBITDA may not be comparable to EBITDA or Adjusted EBITDA of other companies. The Company presents EBITDA and Adjusted EBITDA because it believes they provide useful information to investors regarding the factors and trends affecting its business.
The following table presents a reconciliation of the Company's EBITDA and Adjusted EBITDA to the GAAP financial measure of net income for each of the periods indicated:
Net Income to EBITDA and Adjusted EBITDA Reconciliation for the Three Months Ended September 30, 2026 (Successor) and 2025 (Predecessor)
|
Successor |
Predecessor |
|||||||||||
|
Three Months Ended September 30, 2026 |
Three Months Ended September 30, 2025 |
$ Change |
||||||||||
|
(in millions) |
(in millions) |
|||||||||||
|
Net (loss) income |
$ |
(13.4 |
) |
$ |
3.0 |
$ |
(16.4 |
) |
||||
|
Adjustments: |
||||||||||||
|
Interest and other expense, net |
4.6 |
5.3 |
(0.7 |
) |
||||||||
|
Interest and other income |
(0.1 |
) |
- |
(0.1 |
) |
|||||||
|
Income tax provision |
0.1 |
- |
0.1 |
|||||||||
|
Depreciation and depletion |
2.9 |
3.6 |
(0.7 |
) |
||||||||
|
Amortization |
7.3 |
0.4 |
6.9 |
|||||||||
|
EBITDA |
1.4 |
12.3 |
(10.9 |
) |
||||||||
|
Adjustments: |
||||||||||||
|
Transaction and integration costs(1) |
6.8 |
0.1 |
6.7 |
|||||||||
|
Stock-based and unit-based compensation(2) |
1.2 |
0.3 |
0.9 |
|||||||||
|
Restructuring and severance(3) |
- |
0.1 |
(0.1 |
) |
||||||||
|
Other(4) |
0.7 |
2.8 |
(2.1 |
) |
||||||||
|
Adjusted EBITDA |
$ |
10.1 |
$ |
15.6 |
$ |
(5.5 |
) |
|||||
Net Income to EBITDA and Adjusted EBITDA Reconciliation for the Period from February 27, 2026 to September 30, 2026 (Successor), Period from January 1, 2026 to February 26, 2026 (Predecessor) and the Nine Months Ended September 30, 2025 (Predecessor)
|
Successor |
Predecessor |
Non-GAAP |
Predecessor |
||||||||||||||||||
|
Period from February 27, 2026 to September 30, 2026 |
Period from January 1, 2026 to February 26, 2026 |
Combined Nine Months Ended September 30, 2026 |
Nine Months Ended September 30, 2025 |
$ Change |
|||||||||||||||||
|
(in millions) |
(in millions) |
(in millions) |
(in millions) |
||||||||||||||||||
|
Net (loss) income |
$ |
(4.4 |
) |
$ |
1.7 |
$ |
(2.7 |
) |
$ |
10.6 |
$ |
(13.3 |
) |
||||||||
|
Adjustments: |
|||||||||||||||||||||
|
Interest and other expense, net |
10.8 |
3.0 |
13.8 |
16.1 |
(2.3 |
) |
|||||||||||||||
|
Interest and other income |
(0.2 |
) |
- |
(0.2 |
) |
- |
(0.2 |
) |
|||||||||||||
|
Income tax (benefit) provision |
(41.8 |
) |
- |
(41.8 |
) |
- |
(41.8 |
) |
|||||||||||||
|
Depreciation and depletion |
6.5 |
2.4 |
8.9 |
10.1 |
(1.2 |
) |
|||||||||||||||
|
Amortization |
17.0 |
0.3 |
17.3 |
1.2 |
16.1 |
||||||||||||||||
|
EBITDA |
(12.1 |
) |
7.4 |
(4.7 |
) |
38.0 |
(42.7 |
) |
|||||||||||||
|
Adjustments: |
|||||||||||||||||||||
|
Recognition of inventory step-ups(1) |
1.1 |
- |
1.1 |
- |
1.1 |
||||||||||||||||
|
Transaction and integration costs(2) |
29.3 |
0.1 |
29.4 |
0.3 |
29.1 |
||||||||||||||||
|
Stock-based and unit-based compensation(3) |
2.2 |
0.1 |
2.3 |
0.4 |
1.9 |
||||||||||||||||
|
Write off of property, plant, and equipment(4) |
0.1 |
- |
0.1 |
- |
0.1 |
||||||||||||||||
|
Restructuring and severance(5) |
- |
- |
- |
0.4 |
(0.4 |
) |
|||||||||||||||
|
Contingent loss accrual(6) |
3.5 |
- |
3.5 |
- |
3.5 |
||||||||||||||||
|
Other(7) |
0.7 |
0.1 |
0.8 |
3.1 |
(2.3 |
) |
|||||||||||||||
|
Adjusted EBITDA |
$ |
24.8 |
$ |
7.7 |
$ |
32.5 |
$ |
42.2 |
$ |
(9.7 |
) |
||||||||||
Free Cash Flow
Free Cash Flows are driven primarily by increasing operating income and efficiently managing accounts receivable, inventory, accounts payable, and capital expenditures. Increases in operating income primarily result from increases in revenue and efficiently managing cost of sales, selling expenses, and general and administrative expenses, partially offset by investing in property, plant and equipment. We make longer-term strategic capital investment, including capital expenditures focused on expansion of production capacity and efficiency of production. We provide multiple measures of Free Cash Flow because we believe these measures provide additional perspective to investors on the impact of acquiring property, plant and equipment with cash and through finance leases and financing obligations. The Company believes Free Cash Flow offers useful views of the overall operation of the business because it allows comparison of its results of operations from period to period without regard to its financing methods or capital structure or other items that impact
comparability of financial results from period to period such as fluctuations in interest expense or effective tax rates, levels of depreciation, amortization, and depletion, or items whose timing and amount vary significantly from period to period.
Users should consider the limitations of Free Cash Flow, including that (i) Free Cash Flow does not reflect the significant interest expense, or the cash requirements necessary to service interest payments on our indebtedness and (ii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and the cash requirements for such replacements are not reflected in Free Cash Flow.
Free Cash Flow is cash flow from operations reduced by "Purchases of property, plant and equipment" ("Free Cash Flow"). The following is a reconciliation of Free Cash Flow to the most comparable GAAP cash flow measure, "Net cash provided by (used in) operating activities" for each of the periods indicated:
|
Successor |
Predecessor |
Non-GAAP |
Predecessor |
||||||||||||||
|
Period from February 27, 2026 to September 30, 2026 |
Period from January 1, 2026 to February 26, 2026 |
Combined Nine Months Ended September 30, 2026 |
Nine Months Ended September 30, 2025 |
||||||||||||||
|
(in millions) |
(in millions) |
(in millions) |
(in millions) |
||||||||||||||
|
Net cash (used in) provided by operating activities |
$ |
(16.1 |
) |
$ |
1.8 |
$ |
(14.3 |
) |
$ |
21.2 |
|||||||
|
Purchases of property, plant and equipment |
$ |
(4.3 |
) |
$ |
(1.3 |
) |
$ |
(5.6 |
) |
$ |
(6.1 |
) |
|||||
|
Free Cash Flow |
$ |
(20.4 |
) |
$ |
0.5 |
$ |
(19.9 |
) |
$ |
15.1 |
|||||||
|
Net cash (used in) provided by investing activities |
$ |
(590.1 |
) |
$ |
(1.3 |
) |
$ |
(591.4 |
) |
$ |
(6.1 |
) |
|||||
|
Net cash provided by (used in) financing activities |
$ |
400.4 |
$ |
- |
$ |
400.4 |
$ |
(16.4 |
) |
||||||||
Liquidity and Capital Resources
Sources of Liquidity
Liquidity is provided through cash flow from operations and availability under the revolving credit facility. As of September 30, 2026 and 2025, we remained in full compliance with our financial covenants, with sufficient headroom under the maximum leverage and fixed-charge coverage ratios. We had cash and cash equivalents of $9.7 million as of September 30, 2026, which were entirely held in cash deposits and money market funds and were held for working capital purposes. We believe that our existing cash, cash equivalents, and cash generation from operations will be sufficient to meet our anticipated cash needs for at least the next 12 months.
Capital Expenditures
Capital expenditures totaled approximately $3.8 million, $2.1 million, and $6.0 million for the period from February 27, 2026 to September 30, 2026 (Successor), the period from January 1, 2026 to February 26, 2026 (Predecessor), and the nine months ended September 30, 2025 (Predecessor), respectively (including one-time investments of $0.4 million, $0.7 million, and $2.4 million, respectively). These amounts include expenditures related to several large, non-recurring maintenance and growth projects, including generator rebuilds, flood-mitigation initiatives, installation of a black-start backup generator to enhance power redundancy, and the new pool salt line project. As discussed elsewhere in this 10-Q filing, we also present capital expenditures excluding certain one-time investments in order to provide a more meaningful view of our ongoing maintenance and recurring capital requirements.
Material Cash Requirements
We expect to continue to fund its operations, working capital needs, and capital investments primarily through cash generated from operations and available capacity under its revolving credit facility.
Capital Expenditures
We expect capital expenditures of approximately $10.8 million in 2026 (Successor) due to the addition of two new wells with an estimated cost of $4.4 million. The Company expects average annual capital expenditures of approximately $6-$8 million over the next several years after 2026, consisting primarily of maintenance, reliability projects, and select growth initiatives.
Debt Service Obligations
As of September 30, 2026 (Successor), we are obligated to make quarterly principal payments of $0.5 million on our term loan through its February 2033 maturity, with the remaining principal due at maturity. Interest payments will vary based on SOFR-linked rates applicable to our credit facility. We do not anticipate material excess-cash-flow payments under our credit agreement based on current forecasts.
Lease Commitments
We have non-cancelable operating lease commitments for warehouses, offices, equipment, railcars, and finance leases for equipment. As of September 30, 2026 (Successor), remaining contractual lease payments were approximately $1.7 million, with approximately $0.7 million due within 12 months.
Environmental and Maintenance Requirements
We incur ongoing maintenance and periodic refurbishment costs associated with its production assets. These expenditures vary by year based on reliability requirements, but we expect them to remain within the anticipated annual capital-expenditure range described above.
Management believes that cash flows from operations, together with availability under its revolving credit facility, will be sufficient to meet our material cash requirements for at least the next 12 months.
Cash Flows
|
Successor |
Predecessor |
Predecessor |
|||||||||||
|
Period from February 27, 2026 to September 30, 2026 |
Period from January 1, 2026 to February 26, 2026 |
Nine Months Ended September 30, 2025 |
|||||||||||
|
(in millions) |
(in millions) |
(in millions) |
|||||||||||
|
Net cash (used in) provided by: |
|||||||||||||
|
Operating activities |
$ |
(16.1 |
) |
$ |
1.8 |
$ |
21.2 |
||||||
|
Investing activities |
$ |
(590.1 |
) |
$ |
(1.3 |
) |
$ |
(6.1 |
) |
||||
|
Financing activities |
$ |
400.4 |
$ |
- |
$ |
(16.4 |
) |
||||||
Net Cash (Used in) Provided by Operating Activities
Net cash used in our operating activities for the period from February 27, 2026 to September 30, 2026 (Successor) was $16.1 million. This cash use for the period was primarily driven by cash expenses related to our acquisition of US Salt and pending acquisition of gChem, reflected as transaction expenses on our Condensed Consolidated Statements of Operations.
Net cash provided by our operating activities for the period from January 1, 2026 to February 26, 2026 (Predecessor) was $1.8 million, driven by our net income of $1.7 million.
Net cash provided by our operating activities for the nine months ended September 30, 2025 (Predecessor) was $21.2 million. This was driven by our net income of $10.6 million and depreciation, depletion and amortization of $11.3 million, which was partially offset by a $2.3 million of outflow related to operating assets and liabilities.
Net Cash Used in Investing Activities
Net cash used in our investing activities for the period from February 27, 2026 to September 30, 2026 (Successor) was $590.1 million. This was driven by $585.8 million spent acquiring US Salt, net of cash acquired, and $4.3 million spent on purchases of plant, property, and equipment.
Net cash used in our investing activities for the period from January 1, 2026 to February 26, 2026 (Predecessor) was $1.3 million. This was primarily due to $1.3 million in purchases of property, plant, and equipment.
Net cash used in our investing activities for the nine months ended September 30, 2025 (Predecessor) was $6.1 million. This was primarily due to $6.1 million spent on purchases of plant, property, and equipment.
Net Cash Provided By (Used in) Financing Activities
Net cash provided by our financing activities for the period from February 27, 2026 to September 30, 2026 (Successor) was $400.4 million primarily due to $215.0 million proceeds from issuance of debt, $114.8 million from the rights offering and related backstops associated with the US Salt Acquisition, and $75 million from issuance of noncontrolling interests.
Net cash used in our financing activities for the period from January 1, 2026 to February 26, 2026 (Predecessor) was immaterial due to the period only having immaterial payments of the finance leases' principal amounts.
Net cash used in our financing activities for the nine months ended September 30, 2025 (Predecessor) was $16.4 million primarily due to $12.7 million repayment of principal on term loans and $3.5 million of members' distributions.
Contractual and Other Obligations
Debt obligations
Under the Wilmington Trust Credit Agreement, our debt obligations consist of $214.5 million outstanding on our term loan and an up to $25.0 million revolving line of credit, of which there were no borrowings outstanding at September 30, 2026.
Leases
We lease warehouses, office space, and equipment under long-term lease agreements. The leases consist of operating leases expiring in various years through 2031, as well as standard operating leases for railcars, vehicles, and office space. As of September 30, 2026 (Successor), the future minimum lease payments required under these leases totaled $1.7 million, with $0.7 million payable within 12 months.
Off Balance Sheet Arrangements
We do not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Estimates
In addition to our current critical accounting policies as described in our 2025 Form 10-K, filed with the SEC on March 5, 2026, with the acquisition of US Salt, we have the following additional critical accounting policies for revenue and inventories. These policies require significant judgment or estimate by management.
Revenue Recognition
Our revenue is primarily generated from the sale of salt products to customers including nationwide retailers, pharmaceutical companies, food service operators, and independent distributors. Those sales predominantly contain a single performance obligation and revenue is recognized at a point in time when ownership, risks and rewards transfer, which can be on the date when the product is shipped or delivered to the customer based upon applicable shipping terms. Revenue is reported as net revenue and is measured as the determinable transaction price, net of any variable consideration such as discounts, rebates, sales incentives, rights to return product and any taxes collected from customers and remitted to government authorities. We use the most likely amount method to determine the variable consideration including discounts, rebates, and sales returns and allowances, which is treated as a reduction in revenue when product revenue is recognized. We review and update the estimates and related accruals of variable consideration at the end of each reporting period based on the terms of the agreements, historical experience, and any recent changes in the market. The actual amounts paid may be different from such estimates. These differences, which have historically not been significant, are recognized as a change in management estimate in a subsequent period.
Inventories
Our inventories include salt inventories, packaging, supplies, and maintenance materials, which are valued at the lower of cost or net realizable value, with cost determined on standard costing method. We monitor inventory levels and adjust valuation for slow-moving, shrinkage, obsolescence, and markdowns. We account for slow-moving or obsolete inventory with a reserve that is established based on management's estimates of the net realizable value of the related products at the end of each reporting period.
Recent Accounting Pronouncements
See Note 2 of Part I, Item 1 of this Quarterly Report on Form 10-Q for a full description of recent accounting pronouncements.