| Schedule of Reverse Recapitalization Cash Balance |
The cash balance on the Closing Date consisted of the following (in thousands):
|
|
|
|
|
|
|
Amount |
| 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 preliminary purchase price consideration and allocation for SK Intermediate was as follows (in thousands):
|
|
|
|
|
|
|
At November 9, 2021 |
| Preliminary 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)
|
(19,781) |
|
| Long-term debt |
(696,971) |
|
| Deferred tax liabilities |
(299,474) |
|
| Total fair value of net assets acquired |
285,256 |
|
Goodwill (2)
|
1,045,895 |
|
| 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 Oil Additives 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 |
|
The following table summarizes the consideration transferred for the Ironman Acquisition and the fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):
|
|
|
|
|
|
|
March 20, 2019 |
| Purchase Consideration: |
|
| Cash |
$ |
16,814 |
|
| Equity |
2,500 |
|
| Total purchase consideration |
$ |
19,314 |
|
|
|
| Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed: |
|
| Cash |
$ |
500 |
|
| Net working capital |
(262) |
|
| Inventory |
513 |
|
| Property, plant and equipment |
1,900 |
|
| Total fair value of net assets acquired |
2,651 |
|
| Goodwill |
16,663 |
|
| Total |
$ |
19,314 |
|
|
| Summary 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
|
|
Year Ended
December 31, 2019
|
| Pro forma net sales |
$ |
339,579 |
|
|
$ |
239,418 |
|
| Pro forma net income (loss) |
23,815 |
|
|
(42,335) |
|
|