Annual report pursuant to Section 13 and 15(d)


12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of Reverse Recapitalization Cash Balance The cash balance on the Closing Date consisted of the following (in thousands):
Capital contribution from EverArc $ 315,807 
Proceeds from PIPE Subscribers 1,150,000 
Senior Notes, net of issue costs 663,970 
Total $ 2,129,777 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The total purchase price consideration and its final allocation for SK Intermediate was as follows (in thousands):
At November 9, 2021
Purchase Consideration:
Cash consideration $ 1,220,103 
Management Subscribers rollover contribution 11,048 
Redeemable Preferred Shares 100,000 
Fair value of total consideration transferred $ 1,331,151 
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed:
Property, plant and equipment $ 62,689 
Inventory 100,246 
Tradenames 101,000 
Customer lists 761,000 
Existing technology and patents 250,000 
Working capital 27,379 
Other assets (liabilities), net (832)
LaderaTech contingent earn-out (1)
Long-term debt (696,971)
Deferred tax liabilities (299,474)
Total fair value of net assets acquired 285,256 
Goodwill (2)
Total $ 1,331,151 
(1)Refer to the LaderaTech Acquisition.
(2)Of the total goodwill amount herein, $871.4 million has been allocated to Fire Safety segment and $174.5 million has been allocated to Specialty Products segment.
The following table summarizes the consideration transferred for the LaderaTech acquisition and the fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):
May 7, 2020
Purchase Consideration:
Cash $ 2,016 
Contingent earn-out 19,816 
Total purchase consideration $ 21,832 
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed:
Cash $ 46 
Net working capital (38)
In-process research and development 20,200 
Deferred tax liability (5,282)
Total fair value of net assets acquired 14,926 
Goodwill 6,906 
Total $ 21,832 
Schedule of Pro Forma Information The following table summarizes LaderaTech acquisition revenue and earnings included in the accompanying consolidated statements of operations and comprehensive income (loss) from May 7, 2020 through December 31, 2020 (in thousands):
May 7, 2020 -
December 31, 2020
Net sales $ 609 
Net loss (343)
The unaudited pro forma financial information as presented below is for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combinations occurred as of the date indicated or what the results would be for any future periods (in thousands):
Year Ended
December 31, 2020
Pro forma net sales $ 339,579 
Pro forma net income (loss) 23,815