Summary of Error Correction Adjustments |
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands, except share and per share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
As Reported |
|
Adjustment |
|
As Restated |
ASSETS |
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash and cash equivalents |
$ |
166,256 |
|
|
$ |
— |
|
|
$ |
166,256 |
|
Accounts receivable, net |
85,612 |
|
|
— |
|
|
85,612 |
|
Inventories |
120,467 |
|
|
— |
|
|
120,467 |
|
Income tax receivable |
655 |
|
|
— |
|
|
655 |
|
Prepaid expenses and other current assets |
4,876 |
|
|
— |
|
|
4,876 |
|
Total current assets |
377,866 |
|
|
— |
|
|
377,866 |
|
Property, plant and equipment, net |
57,187 |
|
|
— |
|
|
57,187 |
|
Goodwill |
1,019,387 |
|
|
— |
|
|
1,019,387 |
|
Customer lists, net |
715,829 |
|
|
— |
|
|
715,829 |
|
Technology and patents, net |
233,861 |
|
|
— |
|
|
233,861 |
|
Tradenames, net |
95,047 |
|
|
— |
|
|
95,047 |
|
Other assets, net |
1,877 |
|
|
— |
|
|
1,877 |
|
Total assets |
$ |
2,501,054 |
|
|
$ |
— |
|
|
$ |
2,501,054 |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
Accounts payable |
$ |
31,856 |
|
|
$ |
— |
|
|
$ |
31,856 |
|
Accrued expenses and other current liabilities |
124,429 |
|
|
(65,401) |
|
|
59,028 |
|
Founders advisory fees payable - related party |
9,836 |
|
|
— |
|
|
9,836 |
|
Deferred revenue |
1,272 |
|
|
— |
|
|
1,272 |
|
Total current liabilities |
167,393 |
|
|
(65,401) |
|
|
101,992 |
|
Long-term debt |
664,986 |
|
|
— |
|
|
664,986 |
|
Deferred income taxes |
222,952 |
|
|
50,467 |
|
|
273,419 |
|
Founders advisory fees payable - related party |
134,598 |
|
|
— |
|
|
134,598 |
|
Redeemable preferred shares |
100,263 |
|
|
— |
|
|
100,263 |
|
Redeemable preferred shares - related party |
3,245 |
|
|
— |
|
|
3,245 |
|
Other non-current liabilities |
8,951 |
|
|
— |
|
|
8,951 |
|
Total liabilities |
1,302,388 |
|
|
(14,934) |
|
|
1,287,454 |
|
Commitments and contingencies |
|
|
|
|
|
Shareholders’ equity: |
|
|
|
|
|
Ordinary shares, $1 nominal value per share, 4,000,000,000 shares authorized; 163,234,542 shares issued; 162,316,326 shares outstanding |
163,235 |
|
|
— |
|
|
163,235 |
|
Treasury shares, at cost; 918,216 shares |
(7,572) |
|
|
— |
|
|
(7,572) |
|
Additional paid-in capital |
1,697,644 |
|
|
(11,746) |
|
|
1,685,898 |
|
Accumulated other comprehensive loss |
(41,561) |
|
|
— |
|
|
(41,561) |
|
Accumulated deficit |
(613,080) |
|
|
26,680 |
|
|
(586,400) |
|
Total shareholders’ equity |
1,198,666 |
|
|
14,934 |
|
|
1,213,600 |
|
Total liabilities and shareholders’ equity |
$ |
2,501,054 |
|
|
$ |
— |
|
|
$ |
2,501,054 |
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(in thousands, except share and per share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2022 |
|
Nine Months Ended September 30, 2022 |
|
As Reported |
|
Adjustment |
|
As Restated |
|
As Reported |
|
Adjustment |
|
As Restated |
Net sales |
$ |
160,509 |
|
|
$ |
— |
|
|
$ |
160,509 |
|
|
$ |
319,232 |
|
|
$ |
— |
|
|
$ |
319,232 |
|
Cost of goods sold |
74,707 |
|
|
(946) |
|
|
73,761 |
|
|
191,757 |
|
|
(4,603) |
|
|
187,154 |
|
Gross profit |
85,802 |
|
|
946 |
|
|
86,748 |
|
|
127,475 |
|
|
4,603 |
|
|
132,078 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expense |
22,381 |
|
|
(6,731) |
|
|
15,650 |
|
|
64,803 |
|
|
(10,320) |
|
|
54,483 |
|
Amortization expense |
13,738 |
|
|
— |
|
|
13,738 |
|
|
41,395 |
|
|
— |
|
|
41,395 |
|
Founders advisory fees - related party |
(73,713) |
|
|
— |
|
|
(73,713) |
|
|
(154,026) |
|
|
— |
|
|
(154,026) |
|
Other operating expense |
(51) |
|
|
— |
|
|
(51) |
|
|
405 |
|
|
— |
|
|
405 |
|
Total operating expenses |
(37,645) |
|
|
(6,731) |
|
|
(44,376) |
|
|
(47,423) |
|
|
(10,320) |
|
|
(57,743) |
|
Operating income |
123,447 |
|
|
7,677 |
|
|
131,124 |
|
|
174,898 |
|
|
14,923 |
|
|
189,821 |
|
Other expense (income): |
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
9,944 |
|
|
— |
|
|
9,944 |
|
|
32,582 |
|
|
— |
|
|
32,582 |
|
Gain on contingent earn-out |
(3,644) |
|
|
— |
|
|
(3,644) |
|
|
(13,042) |
|
|
— |
|
|
(13,042) |
|
Unrealized foreign currency loss |
4,705 |
|
|
— |
|
|
4,705 |
|
|
8,741 |
|
|
— |
|
|
8,741 |
|
Other income, net |
(785) |
|
|
— |
|
|
(785) |
|
|
(820) |
|
|
— |
|
|
(820) |
|
Total other expense, net |
10,220 |
|
|
— |
|
|
10,220 |
|
|
27,461 |
|
|
— |
|
|
27,461 |
|
Income before income taxes |
113,227 |
|
|
7,677 |
|
|
120,904 |
|
|
147,437 |
|
|
14,923 |
|
|
162,360 |
|
Income tax (expense) benefit |
(34,516) |
|
|
19,839 |
|
|
(14,677) |
|
|
(23,692) |
|
|
13,449 |
|
|
(10,243) |
|
Net income |
78,711 |
|
|
27,516 |
|
|
106,227 |
|
|
123,745 |
|
|
28,372 |
|
|
152,117 |
|
Other comprehensive loss, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
(18,181) |
|
|
— |
|
|
(18,181) |
|
|
(34,426) |
|
|
— |
|
|
(34,426) |
|
Total comprehensive income |
$ |
60,530 |
|
|
$ |
27,516 |
|
|
$ |
88,046 |
|
|
$ |
89,319 |
|
|
$ |
28,372 |
|
|
$ |
117,691 |
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
0.48 |
|
|
$ |
0.17 |
|
|
$ |
0.65 |
|
|
$ |
0.76 |
|
|
$ |
0.18 |
|
|
$ |
0.94 |
|
Diluted |
$ |
0.45 |
|
|
$ |
0.15 |
|
|
$ |
0.60 |
|
|
$ |
0.70 |
|
|
$ |
0.16 |
|
|
$ |
0.86 |
|
Weighted average number of ordinary shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
Basic |
162,635,592 |
|
|
— |
|
|
162,635,592 |
|
|
161,943,492 |
|
|
— |
|
|
161,943,492 |
|
Diluted |
176,777,958 |
|
|
— |
|
|
176,777,958 |
|
|
176,085,858 |
|
|
— |
|
|
176,085,858 |
|
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(in thousands, except share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares |
|
Treasury Shares |
|
Additional Paid-in Capital |
|
Accumulated Other Comprehensive Loss |
|
Accumulated Deficit |
|
Total Shareholders' Equity |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
|
|
|
As Reported |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2022 |
163,234,542 |
|
|
$ |
163,235 |
|
|
597,513 |
|
|
$ |
(5,008) |
|
|
$ |
1,690,812 |
|
|
$ |
(23,380) |
|
|
$ |
(691,791) |
|
|
$ |
1,133,868 |
|
Share-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6,832 |
|
|
— |
|
|
— |
|
|
6,832 |
|
Ordinary shares repurchased |
— |
|
|
— |
|
|
320,703 |
|
|
(2,564) |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,564) |
|
Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
78,711 |
|
|
78,711 |
|
Other comprehensive loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(18,181) |
|
|
— |
|
|
(18,181) |
|
Balance, September 30, 2022 |
163,234,542 |
|
|
$ |
163,235 |
|
|
918,216 |
|
|
$ |
(7,572) |
|
|
$ |
1,697,644 |
|
|
$ |
(41,561) |
|
|
$ |
(613,080) |
|
|
$ |
1,198,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2022 |
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
— |
|
|
$ |
(4,069) |
|
|
$ |
— |
|
|
$ |
(836) |
|
|
$ |
(4,905) |
|
Share-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(7,677) |
|
|
— |
|
|
— |
|
|
(7,677) |
|
Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
27,516 |
|
|
27,516 |
|
Total Adjustments |
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
— |
|
|
$ |
(11,746) |
|
|
$ |
— |
|
|
$ |
26,680 |
|
|
$ |
14,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2022 |
163,234,542 |
|
|
$ |
163,235 |
|
|
597,513 |
|
|
$ |
(5,008) |
|
|
$ |
1,686,743 |
|
|
$ |
(23,380) |
|
|
$ |
(692,627) |
|
|
$ |
1,128,963 |
|
Share-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(845) |
|
|
— |
|
|
— |
|
|
(845) |
|
Ordinary shares repurchased |
— |
|
|
— |
|
|
320,703 |
|
|
(2,564) |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,564) |
|
Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
106,227 |
|
|
106,227 |
|
Other comprehensive loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(18,181) |
|
|
— |
|
|
(18,181) |
|
Balance, September 30, 2022 |
163,234,542 |
|
|
$ |
163,235 |
|
|
918,216 |
|
|
$ |
(7,572) |
|
|
$ |
1,685,898 |
|
|
$ |
(41,561) |
|
|
$ |
(586,400) |
|
|
$ |
1,213,600 |
|
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2022 |
|
As Reported |
|
Adjustment |
|
As Restated |
Cash flows from operating activities: |
|
|
|
|
|
Net income |
$ |
123,745 |
|
|
$ |
28,372 |
|
|
$ |
152,117 |
|
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
|
|
Founders advisory fees - related party (change in accounting fair value) |
(154,026) |
|
|
— |
|
|
(154,026) |
|
Depreciation and amortization expense |
49,536 |
|
|
— |
|
|
49,536 |
|
Interest and payment-in-kind on preferred shares |
4,903 |
|
|
— |
|
|
4,903 |
|
Share-based compensation |
19,297 |
|
|
(11,746) |
|
|
7,551 |
|
Deferred income taxes |
(72,441) |
|
|
51,953 |
|
|
(20,488) |
|
Amortization of deferred financing costs |
1,196 |
|
|
— |
|
|
1,196 |
|
Amortization of acquisition related inventory step-up |
27,973 |
|
|
(3,177) |
|
|
24,796 |
|
Gain on contingent earn-out |
(13,042) |
|
|
— |
|
|
(13,042) |
|
Unrealized loss on foreign currency |
8,741 |
|
|
— |
|
|
8,741 |
|
Loss on disposal of assets |
9 |
|
|
— |
|
|
9 |
|
Changes in operating assets and liabilities, net of acquisitions: |
|
|
|
|
|
Accounts receivable |
(63,838) |
|
|
— |
|
|
(63,838) |
|
Inventories |
(40,759) |
|
|
— |
|
|
(40,759) |
|
Prepaid expenses and other current assets |
9,058 |
|
|
— |
|
|
9,058 |
|
Accounts payable |
4,975 |
|
|
— |
|
|
4,975 |
|
Deferred revenue |
889 |
|
|
— |
|
|
889 |
|
Income taxes payable, net |
88,673 |
|
|
(65,402) |
|
|
23,271 |
|
Accrued expenses and other current liabilities |
15,547 |
|
|
— |
|
|
15,547 |
|
Founders advisory fees - related party (cash settled) |
(53,547) |
|
|
— |
|
|
(53,547) |
|
Other liabilities |
(73) |
|
|
— |
|
|
(73) |
|
Net cash used in operating activities |
(43,184) |
|
|
— |
|
|
(43,184) |
|
Cash flows from investing activities: |
|
|
|
|
|
Purchase of property and equipment |
(6,024) |
|
|
— |
|
|
(6,024) |
|
Purchase price adjustment under Business Combination Agreement |
(1,638) |
|
|
— |
|
|
(1,638) |
|
Net cash used in investing activities |
(7,662) |
|
|
— |
|
|
(7,662) |
|
Cash flows from financing activities: |
|
|
|
|
|
Ordinary shares repurchased |
(7,572) |
|
|
— |
|
|
(7,572) |
|
Proceeds from exercise of warrants |
529 |
|
|
|
|
529 |
|
Net cash used in financing activities |
(7,043) |
|
|
— |
|
|
(7,043) |
|
Effect of foreign currency on cash and cash equivalents |
(1,409) |
|
|
— |
|
|
(1,409) |
|
Net change in cash and cash equivalents |
(59,298) |
|
|
— |
|
|
(59,298) |
|
Cash and cash equivalents, beginning of period |
225,554 |
|
|
— |
|
|
225,554 |
|
Cash and cash equivalents, end of period |
$ |
166,256 |
|
|
$ |
— |
|
|
$ |
166,256 |
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
Cash paid for interest |
$ |
18,299 |
|
|
$ |
— |
|
|
$ |
18,299 |
|
Cash paid for income taxes |
$ |
7,588 |
|
|
$ |
— |
|
|
$ |
7,588 |
|
Non-cash investing and financing activities: |
|
|
|
|
|
Liability portion of founders advisory fees - related party reclassified to additional paid in capital |
$ |
13,783 |
|
|
$ |
— |
|
|
$ |
13,783 |
|
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands, except share and per share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2022 |
|
As Reported |
|
Adjustment |
|
As Restated |
ASSETS |
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash and cash equivalents |
$ |
125,502 |
|
|
$ |
— |
|
|
$ |
125,502 |
|
Accounts receivable, net |
68,458 |
|
|
— |
|
|
68,458 |
|
Inventories |
123,065 |
|
|
— |
|
|
123,065 |
|
Income tax receivable |
25,608 |
|
|
(14,167) |
|
|
11,441 |
|
Prepaid expenses and other current assets |
6,763 |
|
|
— |
|
|
6,763 |
|
Total current assets |
349,396 |
|
|
(14,167) |
|
|
335,229 |
|
Property, plant and equipment, net |
59,155 |
|
|
— |
|
|
59,155 |
|
Goodwill |
1,031,219 |
|
|
— |
|
|
1,031,219 |
|
Customer lists, net |
730,339 |
|
|
— |
|
|
730,339 |
|
Technology and patents, net |
239,043 |
|
|
— |
|
|
239,043 |
|
Tradenames, net |
96,960 |
|
|
— |
|
|
96,960 |
|
Other assets, net |
1,992 |
|
|
— |
|
|
1,992 |
|
Total assets |
$ |
2,508,104 |
|
|
$ |
(14,167) |
|
|
$ |
2,493,937 |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
Accounts payable |
$ |
42,967 |
|
|
$ |
— |
|
|
$ |
42,967 |
|
Accrued expenses and other current liabilities |
22,876 |
|
|
— |
|
|
22,876 |
|
Founders advisory fees payable - related party |
27,116 |
|
|
— |
|
|
27,116 |
|
Deferred revenue |
5,387 |
|
|
— |
|
|
5,387 |
|
Total current liabilities |
98,346 |
|
|
— |
|
|
98,346 |
|
Long-term debt |
664,696 |
|
|
— |
|
|
664,696 |
|
Deferred income taxes |
304,993 |
|
|
(9,262) |
|
|
295,731 |
|
Founders advisory fees payable - related party |
191,031 |
|
|
— |
|
|
191,031 |
|
Redeemable preferred shares |
99,312 |
|
|
— |
|
|
99,312 |
|
Redeemable preferred shares - related party |
3,215 |
|
|
— |
|
|
3,215 |
|
Other non-current liabilities |
12,643 |
|
|
— |
|
|
12,643 |
|
Total liabilities |
1,374,236 |
|
|
(9,262) |
|
|
1,364,974 |
|
Commitments and contingencies |
|
|
|
|
|
Shareholders’ equity: |
|
|
|
|
|
Ordinary shares, $1 nominal value per share, 4,000,000,000 shares authorized; 163,234,542 shares issued; 162,637,029 shares outstanding |
163,235 |
|
|
— |
|
|
163,235 |
|
Treasury shares, at cost; 597,513 shares |
(5,008) |
|
|
— |
|
|
(5,008) |
|
Additional paid-in capital |
1,690,812 |
|
|
(4,069) |
|
|
1,686,743 |
|
Accumulated other comprehensive loss |
(23,380) |
|
|
— |
|
|
(23,380) |
|
Accumulated deficit |
(691,791) |
|
|
(836) |
|
|
(692,627) |
|
Total shareholders’ equity |
1,133,868 |
|
|
(4,905) |
|
|
1,128,963 |
|
Total liabilities and shareholders’ equity |
$ |
2,508,104 |
|
|
$ |
(14,167) |
|
|
$ |
2,493,937 |
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(in thousands, except share and per share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2022 |
|
Six Months Ended June 30, 2022 |
|
As Reported |
|
Adjustment |
|
As Restated |
|
As Reported |
|
Adjustment |
|
As Restated |
Net sales |
$ |
100,965 |
|
|
$ |
— |
|
|
$ |
100,965 |
|
|
$ |
158,723 |
|
|
$ |
— |
|
|
$ |
158,723 |
|
Cost of goods sold |
72,423 |
|
|
(373) |
|
|
72,050 |
|
|
117,050 |
|
|
(3,657) |
|
|
113,393 |
|
Gross profit |
28,542 |
|
|
373 |
|
|
28,915 |
|
|
41,673 |
|
|
3,657 |
|
|
45,330 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expense |
22,614 |
|
|
(2,935) |
|
|
19,679 |
|
|
42,422 |
|
|
(3,589) |
|
|
38,833 |
|
Amortization expense |
13,802 |
|
|
— |
|
|
13,802 |
|
|
27,657 |
|
|
— |
|
|
27,657 |
|
Founders advisory fees - related party |
(20,465) |
|
|
— |
|
|
(20,465) |
|
|
(80,313) |
|
|
— |
|
|
(80,313) |
|
Other operating expense |
260 |
|
|
— |
|
|
260 |
|
|
456 |
|
|
— |
|
|
456 |
|
Total operating expenses |
16,211 |
|
|
(2,935) |
|
|
13,276 |
|
|
(9,778) |
|
|
(3,589) |
|
|
(13,367) |
|
Operating income |
12,331 |
|
|
3,308 |
|
|
15,639 |
|
|
51,451 |
|
|
7,246 |
|
|
58,697 |
|
Other expense (income): |
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
12,142 |
|
|
— |
|
|
12,142 |
|
|
22,638 |
|
|
— |
|
|
22,638 |
|
Gain on contingent earn-out |
(9,398) |
|
|
— |
|
|
(9,398) |
|
|
(9,398) |
|
|
— |
|
|
(9,398) |
|
Unrealized foreign currency loss |
3,156 |
|
|
— |
|
|
3,156 |
|
|
4,036 |
|
|
— |
|
|
4,036 |
|
Other income, net |
(200) |
|
|
— |
|
|
(200) |
|
|
(35) |
|
|
— |
|
|
(35) |
|
Total other expense, net |
5,700 |
|
|
— |
|
|
5,700 |
|
|
17,241 |
|
|
— |
|
|
17,241 |
|
Income before income taxes |
6,631 |
|
|
3,308 |
|
|
9,939 |
|
|
34,210 |
|
|
7,246 |
|
|
41,456 |
|
Income tax benefit (expense) |
592 |
|
|
(1,604) |
|
|
(1,012) |
|
|
10,824 |
|
|
(6,390) |
|
|
4,434 |
|
Net income |
7,223 |
|
|
1,704 |
|
|
8,927 |
|
|
45,034 |
|
|
856 |
|
|
45,890 |
|
Other comprehensive loss, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
(16,371) |
|
|
— |
|
|
(16,371) |
|
|
(16,245) |
|
|
— |
|
|
(16,245) |
|
Total comprehensive (loss) income |
$ |
(9,148) |
|
|
$ |
1,704 |
|
|
$ |
(7,444) |
|
|
$ |
28,789 |
|
|
$ |
856 |
|
|
$ |
29,645 |
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
0.04 |
|
|
$ |
0.01 |
|
|
$ |
0.05 |
|
|
$ |
0.28 |
|
|
$ |
— |
|
|
$ |
0.28 |
|
Diluted |
$ |
0.04 |
|
|
$ |
0.01 |
|
|
$ |
0.05 |
|
|
$ |
0.26 |
|
|
$ |
— |
|
|
$ |
0.26 |
|
Weighted average number of ordinary shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
Basic |
162,917,478 |
|
|
— |
|
|
162,917,478 |
|
|
161,591,704 |
|
|
— |
|
|
161,591,704 |
|
Diluted |
177,059,844 |
|
|
— |
|
|
177,059,844 |
|
|
175,734,070 |
|
|
— |
|
|
175,734,070 |
|
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(in thousands, except share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares |
|
Treasury Shares |
|
Additional Paid-in Capital |
|
Accumulated Other Comprehensive Loss |
|
Accumulated Deficit |
|
Total Shareholders' Equity |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
|
|
|
As Reported |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2022 |
163,234,542 |
|
|
$ |
163,235 |
|
|
— |
|
|
$ |
— |
|
|
$ |
1,684,071 |
|
|
$ |
(7,009) |
|
|
$ |
(699,014) |
|
|
$ |
1,141,283 |
|
Share-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6,741 |
|
|
— |
|
|
— |
|
|
6,741 |
|
Ordinary shares repurchased |
— |
|
|
— |
|
|
597,513 |
|
|
(5,008) |
|
|
— |
|
|
— |
|
|
— |
|
|
(5,008) |
|
Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
7,223 |
|
|
7,223 |
|
Other comprehensive loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(16,371) |
|
|
— |
|
|
(16,371) |
|
Balance, June 30, 2022 |
163,234,542 |
|
|
$ |
163,235 |
|
|
597,513 |
|
|
$ |
(5,008) |
|
|
$ |
1,690,812 |
|
|
$ |
(23,380) |
|
|
$ |
(691,791) |
|
|
$ |
1,133,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2022 |
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
— |
|
|
$ |
(761) |
|
|
$ |
— |
|
|
$ |
(2,540) |
|
|
$ |
(3,301) |
|
Share-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,308) |
|
|
— |
|
|
— |
|
|
(3,308) |
|
Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,704 |
|
|
1,704 |
|
Total Adjustments |
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
— |
|
|
$ |
(4,069) |
|
|
$ |
— |
|
|
$ |
(836) |
|
|
$ |
(4,905) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2022 |
163,234,542 |
|
|
$ |
163,235 |
|
|
— |
|
|
$ |
— |
|
|
$ |
1,683,310 |
|
|
$ |
(7,009) |
|
|
$ |
(701,554) |
|
|
$ |
1,137,982 |
|
Share-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,433 |
|
|
— |
|
|
— |
|
|
3,433 |
|
Ordinary shares repurchased |
— |
|
|
— |
|
|
597,513 |
|
|
(5,008) |
|
|
— |
|
|
— |
|
|
— |
|
|
(5,008) |
|
Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8,927 |
|
|
8,927 |
|
Other comprehensive loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(16,371) |
|
|
— |
|
|
(16,371) |
|
Balance, June 30, 2022 |
163,234,542 |
|
|
$ |
163,235 |
|
|
597,513 |
|
|
$ |
(5,008) |
|
|
$ |
1,686,743 |
|
|
$ |
(23,380) |
|
|
$ |
(692,627) |
|
|
$ |
1,128,963 |
|
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2022 |
|
As Reported |
|
Adjustment |
|
As Restated |
Cash flows from operating activities: |
|
|
|
|
|
Net income |
$ |
45,034 |
|
|
$ |
856 |
|
|
$ |
45,890 |
|
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
|
|
Founders advisory fees - related party (change in accounting fair value) |
(80,313) |
|
|
— |
|
|
(80,313) |
|
Depreciation and amortization expense |
33,086 |
|
|
— |
|
|
33,086 |
|
Interest and payment-in-kind on preferred shares |
3,268 |
|
|
— |
|
|
3,268 |
|
Share-based compensation |
12,465 |
|
|
(4,069) |
|
|
8,396 |
|
Deferred income taxes |
7,648 |
|
|
(7,777) |
|
|
(129) |
|
Amortization of deferred financing costs |
793 |
|
|
— |
|
|
793 |
|
Amortization of acquisition related inventory step-up |
27,315 |
|
|
(3,177) |
|
|
24,138 |
|
Gain on contingent earn-out |
(9,398) |
|
|
— |
|
|
(9,398) |
|
Unrealized loss on foreign currency |
4,036 |
|
|
— |
|
|
4,036 |
|
Loss on disposal of assets |
9 |
|
|
— |
|
|
9 |
|
Changes in operating assets and liabilities, net of acquisitions: |
|
|
|
|
|
Accounts receivable |
(44,477) |
|
|
— |
|
|
(44,477) |
|
Inventories |
(41,431) |
|
|
— |
|
|
(41,431) |
|
Income tax receivable |
(24,778) |
|
|
14,167 |
|
|
(10,611) |
|
Prepaid expenses and other current assets |
7,301 |
|
|
— |
|
|
7,301 |
|
Accounts payable |
15,834 |
|
|
— |
|
|
15,834 |
|
Deferred revenue |
4,991 |
|
|
— |
|
|
4,991 |
|
Accrued expenses and other current liabilities |
2,789 |
|
|
— |
|
|
2,789 |
|
Founders advisory fees - related party (cash settled) |
(53,547) |
|
|
— |
|
|
(53,547) |
|
Other liabilities |
24 |
|
|
— |
|
|
24 |
|
Net cash used in operating activities |
(89,351) |
|
|
— |
|
|
(89,351) |
|
Cash flows from investing activities: |
|
|
|
|
|
Purchase of property and equipment |
(4,006) |
|
|
— |
|
|
(4,006) |
|
Purchase price adjustment under Business Combination Agreement |
(1,638) |
|
|
— |
|
|
(1,638) |
|
Net cash used in investing activities |
(5,644) |
|
|
— |
|
|
(5,644) |
|
Cash flows from financing activities: |
|
|
|
|
|
Ordinary shares repurchased |
(5,008) |
|
|
— |
|
|
(5,008) |
|
Proceeds from exercise of warrants |
529 |
|
|
|
|
529 |
|
Net cash used in financing activities |
(4,479) |
|
|
— |
|
|
(4,479) |
|
Effect of foreign currency on cash and cash equivalents |
(578) |
|
|
— |
|
|
(578) |
|
Net change in cash and cash equivalents |
(100,052) |
|
|
— |
|
|
(100,052) |
|
Cash and cash equivalents, beginning of period |
225,554 |
|
|
— |
|
|
225,554 |
|
Cash and cash equivalents, end of period |
$ |
125,502 |
|
|
$ |
— |
|
|
$ |
125,502 |
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
Cash paid for interest |
$ |
17,919 |
|
|
$ |
— |
|
|
$ |
17,919 |
|
Cash paid for income taxes |
$ |
6,572 |
|
|
$ |
— |
|
|
$ |
6,572 |
|
Non-cash investing and financing activities: |
|
|
|
|
|
Liability portion of founders advisory fees - related party reclassified to additional paid in capital |
$ |
13,783 |
|
|
$ |
— |
|
|
$ |
13,783 |
|
The impact of the revision on the Company’s unaudited financial statements for the March 2022 Quarter are presented below (in thousands):
MARCH 2022 QUARTER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
Condensed Consolidated Balance Sheet |
|
As Reported |
|
Adjustment |
|
As Revised |
Income tax receivable |
|
$ |
17,935 |
|
|
$ |
(10,182) |
|
|
$ |
7,753 |
|
Total current assets |
|
332,225 |
|
|
(10,182) |
|
|
322,043 |
|
Total assets |
|
2,523,596 |
|
|
(10,182) |
|
|
2,513,414 |
|
Deferred income taxes |
|
304,974 |
|
|
(6,881) |
|
|
298,093 |
|
Total liabilities |
|
1,382,313 |
|
|
(6,881) |
|
|
1,375,432 |
|
Additional paid-in capital |
|
1,684,071 |
|
|
(761) |
|
|
1,683,310 |
|
Accumulated deficit |
|
(699,014) |
|
|
(2,540) |
|
|
(701,554) |
|
Total shareholders’ equity |
|
1,141,283 |
|
|
(3,301) |
|
|
1,137,982 |
|
Total liabilities and shareholders’ equity |
|
2,523,596 |
|
|
(10,182) |
|
|
2,513,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) |
|
Three Months Ended March 31, 2022 |
|
As Reported |
|
Adjustment |
|
As Revised |
Cost of goods sold |
|
$ |
44,627 |
|
|
$ |
(3,284) |
|
|
$ |
41,343 |
|
Gross profit |
|
13,131 |
|
|
3,284 |
|
|
16,415 |
|
Selling, general and administrative expense |
|
19,808 |
|
|
(654) |
|
|
19,154 |
|
Total operating expenses |
|
(25,989) |
|
|
(654) |
|
|
(26,643) |
|
Operating income |
|
39,120 |
|
|
3,938 |
|
|
43,058 |
|
Income before income taxes |
|
27,579 |
|
|
3,938 |
|
|
31,517 |
|
Income tax benefit (expense) |
|
10,232 |
|
|
(4,786) |
|
|
5,446 |
|
Net income (loss) |
|
37,811 |
|
|
(848) |
|
|
36,963 |
|
Total comprehensive income (loss) |
|
37,937 |
|
|
(848) |
|
|
37,089 |
|
Earnings per share: |
|
|
|
|
|
|
Basic |
|
$ |
0.24 |
|
|
$ |
(0.01) |
|
|
$ |
0.23 |
|
Diluted |
|
$ |
0.22 |
|
|
$ |
(0.01) |
|
|
$ |
0.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2022 |
Condensed Consolidated Statement of Shareholders’ Equity |
|
Additional Paid-in Capital |
|
Accumulated Deficit |
|
Total Shareholders’ Equity |
Balance, December 31, 2021, as reported |
|
$ |
1,670,033 |
|
|
$ |
(736,825) |
|
|
$ |
1,083,310 |
|
Adjustments |
|
— |
|
|
(1,692) |
|
|
(1,692) |
|
Balance, December 31, 2021, as revised |
|
1,670,033 |
|
|
(738,517) |
|
|
1,081,618 |
|
|
|
|
|
|
|
|
Share-based compensation, as reported |
|
$ |
5,724 |
|
|
$ |
— |
|
|
$ |
5,724 |
|
Adjustments |
|
(761) |
|
|
— |
|
|
(761) |
|
Share-based compensation, as revised |
|
4,963 |
|
|
— |
|
|
4,963 |
|
|
|
|
|
|
|
|
Net income, as reported |
|
$ |
— |
|
|
$ |
37,811 |
|
|
$ |
37,811 |
|
Adjustments |
|
— |
|
|
(848) |
|
|
(848) |
|
Net income, as revised |
|
— |
|
|
36,963 |
|
|
36,963 |
|
|
|
|
|
|
|
|
Balance, March 31, 2022, as reported |
|
$ |
1,684,071 |
|
|
$ |
(699,014) |
|
|
$ |
1,141,283 |
|
Adjustments |
|
(761) |
|
|
(2,540) |
|
|
(3,301) |
|
Balance, March 31, 2022, as revised |
|
1,683,310 |
|
|
(701,554) |
|
|
1,137,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Cash Flows |
|
Three Months Ended March 31, 2022 |
|
As Reported |
|
Adjustment |
|
As Revised |
Cash flow from operating activities: |
|
|
|
|
|
|
Net income (loss) |
|
$ |
37,811 |
|
|
$ |
(848) |
|
|
$ |
36,963 |
|
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
|
|
|
Share-based compensation |
|
$ |
5,724 |
|
|
$ |
(761) |
|
|
$ |
4,963 |
|
Deferred income taxes |
|
6,239 |
|
|
(5,396) |
|
|
843 |
|
Amortization of acquisition related inventory step-up |
|
9,299 |
|
|
(3,177) |
|
|
6,122 |
|
Changes in operating assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
Income tax receivable |
|
$ |
(16,150) |
|
|
$ |
10,182 |
|
|
$ |
(5,968) |
|
The impact of the revision on the Company’s audited financial statements for the December 2021 Period are presented below (in thousands):
DECEMBER 2021 PERIOD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
Consolidated Balance Sheet |
|
As Reported |
|
Adjustment |
|
As Revised |
Inventories |
|
$ |
110,087 |
|
|
$ |
(3,177) |
|
|
$ |
106,910 |
|
Total current assets |
|
374,937 |
|
|
(3,177) |
|
|
371,760 |
|
Total assets |
|
2,581,560 |
|
|
(3,177) |
|
|
2,578,383 |
|
Deferred income taxes |
|
298,633 |
|
|
(1,485) |
|
|
297,148 |
|
Total liabilities |
|
1,498,250 |
|
|
(1,485) |
|
|
1,496,765 |
|
Accumulated deficit |
|
(736,825) |
|
|
(1,692) |
|
|
(738,517) |
|
Total shareholders’ equity |
|
1,083,310 |
|
|
(1,692) |
|
|
1,081,618 |
|
Total liabilities and shareholders’ equity |
|
2,581,560 |
|
|
(3,177) |
|
|
2,578,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Operations and Comprehensive Income (Loss) |
|
November 9, 2021 Through December 31, 2021 |
|
As Reported |
|
Adjustment |
|
As Revised |
Cost of goods sold |
|
$ |
20,533 |
|
|
$ |
3,177 |
|
|
$ |
23,710 |
|
Gross profit |
|
490 |
|
|
(3,177) |
|
|
(2,687) |
|
Operating loss |
|
(677,578) |
|
|
(3,177) |
|
|
(680,755) |
|
Loss before income taxes |
|
(685,132) |
|
|
(3,177) |
|
|
(688,309) |
|
Income tax benefit |
|
4,675 |
|
|
1,485 |
|
|
6,160 |
|
Net loss |
|
(680,457) |
|
|
(1,692) |
|
|
(682,149) |
|
Total comprehensive loss |
|
(687,592) |
|
|
(1,692) |
|
|
(689,284) |
|
Net loss per share: |
|
|
|
|
|
|
Basic and diluted |
|
$ |
(4.33) |
|
|
$ |
(0.01) |
|
|
$ |
(4.34) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 9, 2021 Through December 31, 2021 |
Consolidated Statement of Shareholders’ Equity |
|
Accumulated Deficit |
|
Total Shareholders’ Equity |
Net loss, as reported |
|
$ |
(680,457) |
|
|
$ |
(680,457) |
|
Adjustments |
|
(1,692) |
|
|
(1,692) |
|
Net loss, as revised |
|
$ |
(682,149) |
|
|
$ |
(682,149) |
|
|
|
|
|
|
Balance, December 31, 2021, as reported |
|
$ |
(736,825) |
|
|
$ |
1,083,310 |
|
Adjustments |
|
(1,692) |
|
|
(1,692) |
|
Balance, December 31, 2021, as revised |
|
$ |
(738,517) |
|
|
$ |
1,081,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Cash Flows |
|
November 9, 2021 Through December 31, 2021 |
|
As Reported |
|
Adjustment |
|
As Revised |
Cash flow from operating activities: |
|
|
|
|
|
|
Net loss |
|
$ |
(680,457) |
|
|
$ |
(1,692) |
|
|
$ |
(682,149) |
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
Deferred income taxes |
|
(670) |
|
|
(1,485) |
|
|
(2,155) |
|
Amortization of acquisition related inventory step-up |
|
2,948 |
|
|
3,177 |
|
|
6,125 |
|
|