Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Document Information [Line Items] | |
Document Type | POS AM |
Entity Registrant Name | PERIMETER SOLUTIONS, SA |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001880319 |
Amendment Flag | true |
Amendment Description | This Post-Effective Amendment No. 1 to the registration statement on Form S-1 (File No. 333-260798), originally declared effective by the SEC on November 12, 2021 (the “Registration Statement”) is being filed to include information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. No additional securities are being registered under this Post-Effective Amendment No. 1. All applicable registration fees were paid at the time of the original filing of the Registration Statement. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 225,554 | $ 22,478 |
Accounts receivable, net | 24,319 | 28,896 |
Inventories | 110,087 | 58,784 |
Income tax receivable | 816 | 11,457 |
Prepaid expenses and other current assets | 14,161 | 11,406 |
Total current assets | 374,937 | 133,021 |
Property, plant and equipment, net | 62,247 | 48,235 |
Goodwill | 1,041,325 | 482,041 |
Intangible assets, net | 1,100,832 | |
Other assets, net | 2,219 | 1,209 |
Total assets | 2,581,560 | 1,138,206 |
Current Liabilities: | ||
Accounts payable | 27,469 | 9,869 |
Accrued expenses and other current liabilities | 19,025 | 16,045 |
Founders advisory fees payable—related party | 53,547 | 0 |
Deferred revenue | 445 | 286 |
Current maturities of long-term debt | 0 | 6,723 |
Total current liabilities | 100,486 | 32,923 |
Long-term debt, less current maturities | 664,128 | 680,548 |
Deferred income taxes | 298,633 | 112,162 |
Founders advisory fees payable—related party | 312,242 | 0 |
Redeemable preferred shares | 96,867 | 0 |
Founders advisory fees payable—related party | 3,699 | 0 |
Other non-current liabilities | 22,195 | 21,151 |
Total liabilities | 1,498,250 | 846,784 |
Commitments and Contingencies | ||
Shareholders' equity: | ||
Shares issued | 157,237 | 53,046 |
Additional paid-in capital | 1,670,033 | 289,344 |
Accumulated other comprehensive loss | (7,135) | (3,174) |
Accumulated deficit | (736,825) | (47,794) |
Total shareholders' equity | 1,083,310 | 291,422 |
Total liabilities and shareholders' equity | 2,581,560 | 1,138,206 |
Customer lists, net [Member] | ||
Current assets: | ||
Intangible assets, net | 753,459 | 304,308 |
Technology and Patents, net [Member] | ||
Current assets: | ||
Intangible assets, net | 247,368 | 135,928 |
Tradenames, net [Member] | ||
Current assets: | ||
Intangible assets, net | $ 100,005 | $ 33,464 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Nov. 09, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in usd per share) | $ 1 | $ 1 | $ 1 |
Common stock, authorized (in shares) | 4,000,000,000 | 4,000,000,000 | 53,045,510 |
Common stock, issued (in shares) | 157,237,435 | 53,045,510 | |
Common stock, outstanding (in shares) | 157,237,435 | 53,045,510 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Income (Loss) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||
Net sales | $ 21,023 | $ 341,315 | $ 339,577 | $ 239,310 |
Cost of goods sold | 20,533 | 172,136 | 177,532 | 155,427 |
Gross profit | 490 | 169,179 | 162,045 | 83,883 |
Operating expenses: | ||||
Selling, general and administrative expense | 16,982 | 38,981 | 37,747 | 36,198 |
Amortization expense | 8,004 | 45,424 | 51,458 | 51,100 |
Founders advisory fees - related party | 652,990 | 0 | 0 | 0 |
Other operating expense | 92 | 4,153 | 1,364 | 2,362 |
Total operating expenses | 678,068 | 88,558 | 90,569 | 89,660 |
Operating (loss) income | (677,578) | 80,621 | 71,476 | (5,777) |
Other expense (income): | ||||
Interest expense, net | 6,352 | 39,087 | 42,017 | 51,655 |
Loss on contingent earn-out | 198 | 2,965 | 0 | 0 |
Unrealized foreign currency loss (gain) | 1,006 | 4,026 | (5,640) | 2,684 |
Other (income) expense, net | (2) | (222) | 367 | (405) |
Total other expense (income), net | 7,554 | 45,856 | 36,744 | 53,934 |
(Loss) income before income taxes | (685,132) | 34,765 | 34,732 | (59,711) |
Income tax benefit (expense) | 4,675 | (14,136) | (10,483) | 17,674 |
Net (loss) income | (680,457) | 20,629 | 24,249 | (42,037) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | (7,135) | 236 | 4,787 | (358) |
Total comprehensive (loss) income | $ (687,592) | $ 20,865 | $ 29,036 | $ (42,395) |
Net (loss) income per share: | ||||
Basic (in usd per share) | $ (4.33) | $ 0.39 | $ 0.46 | $ (0.79) |
Diluted (in usd per share) | $ (4.33) | $ 0.39 | $ 0.46 | $ (0.79) |
Weighted average number of ordinary shares outstanding: | ||||
Basic (in shares) | 157,158,579 | 53,045,510 | 53,045,510 | 53,045,510 |
Diluted (in shares) | 157,158,579 | 53,045,510 | 53,045,510 | 53,045,510 |
Consolidated Statements Of Shar
Consolidated Statements Of Shareholders' Equity - USD ($) $ in Thousands | Total | Business Combination Successor Entity | Common Stock | Common StockBusiness Combination Successor Entity | Additional Paid-in Capital | Additional Paid-in CapitalBusiness Combination Successor Entity | Accumulated Other Comprehensive Loss | Accumulated Deficit | Accumulated DeficitBusiness Combination Successor Entity |
Beginning balance (in shares) at Dec. 31, 2018 | 53,045,510 | ||||||||
Beginning balance at Dec. 31, 2018 | $ 314,641 | $ 53,046 | $ 299,204 | $ (7,603) | $ (30,006) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Shareholders' capital distributions | (12,360) | (12,360) | |||||||
Capital issued in Ironman Acquisition | 2,500 | 2,500 | |||||||
Net (loss) income | (42,037) | (42,037) | |||||||
Other comprehensive income (loss) | (358) | (358) | |||||||
Ending balance (in shares) at Dec. 31, 2019 | 53,045,510 | ||||||||
Ending balance at Dec. 31, 2019 | 262,386 | $ 53,046 | 289,344 | (7,961) | (72,043) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | 24,249 | 24,249 | |||||||
Other comprehensive income (loss) | $ 4,787 | 4,787 | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 53,045,510 | 53,045,510 | |||||||
Ending balance at Dec. 31, 2020 | $ 291,422 | $ 53,046 | 289,344 | (3,174) | (47,794) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Shareholders' capital distributions | (60,000) | (60,000) | |||||||
Share-based compensation | 156 | 156 | |||||||
Net (loss) income | 20,629 | 20,629 | |||||||
Other comprehensive income (loss) | 236 | 236 | |||||||
Ending balance (in shares) at Nov. 08, 2021 | 53,045,510 | 156,937,410 | |||||||
Ending balance at Nov. 08, 2021 | $ 252,443 | $ 1,476,881 | $ 53,046 | $ 156,937 | 229,500 | $ 1,376,312 | (2,938) | (27,165) | $ (56,368) |
Beginning balance (in shares) at Dec. 31, 2020 | 53,045,510 | 53,045,510 | |||||||
Beginning balance at Dec. 31, 2020 | $ 291,422 | $ 53,046 | 289,344 | (3,174) | (47,794) | ||||
Ending balance (in shares) at Dec. 31, 2021 | 157,237,435 | 157,237,435 | |||||||
Ending balance at Dec. 31, 2021 | $ 1,083,310 | $ 157,237 | 1,670,033 | (7,135) | (736,825) | ||||
Beginning balance (in shares) at Nov. 08, 2021 | 53,045,510 | 156,937,410 | |||||||
Beginning balance at Nov. 08, 2021 | 252,443 | $ 1,476,881 | $ 53,046 | $ 156,937 | 229,500 | $ 1,376,312 | (2,938) | (27,165) | $ (56,368) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Share-based compensation | 290,846 | 290,846 | |||||||
Sale of PSSA Ordinary Shares issued to Director Subscribers (in shares) | 200,000 | ||||||||
Sale of PSSA Ordinary Shares issued to Director Subscribers | 2,000 | $ 200 | 1,800 | ||||||
Ordinary shares issued related to share-based compensation (in shares) | 100,000 | ||||||||
Ordinary shares issued related to share-based compensation | 1,175 | $ 100 | 1,075 | ||||||
Exercise of warrants (in shares) | 25 | ||||||||
Net (loss) income | (680,457) | (680,457) | |||||||
Other comprehensive income (loss) | $ (7,135) | (7,135) | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 157,237,435 | 157,237,435 | |||||||
Ending balance at Dec. 31, 2021 | $ 1,083,310 | $ 157,237 | $ 1,670,033 | $ (7,135) | $ (736,825) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||||
Net (loss) income | $ (680,457) | $ 20,629 | $ 24,249 | $ (42,037) |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization expense | 9,379 | 52,000 | 58,117 | 58,025 |
Interest and payment-in-kind on preferred shares | 944 | 0 | 0 | 0 |
Share-based compensation | 4,821 | 156 | 0 | 0 |
Share-based compensation - Founders advisory fees - related party (equity settled) | 287,200 | 0 | 0 | 0 |
Deferred income taxes | (670) | (11,244) | (2,684) | (22,188) |
Amortization of deferred financing costs | 224 | 14,592 | 3,471 | 3,555 |
Amortization of acquisition related inventory step-up | 2,948 | 0 | 0 | 0 |
Loss on contingent earn-out | 198 | 2,965 | 0 | 0 |
Changes in operating assets and liabilities, net of acquisitions: | ||||
Accounts receivable | 28,983 | (24,846) | 6,094 | (9,566) |
Inventories | (13,259) | (10,201) | 11,170 | (10,146) |
Income tax receivable | (8,887) | 11,601 | (4,929) | (4,829) |
Prepaid expenses and current other assets | (5,230) | (9,426) | (9,948) | 10,755 |
Other assets | 54 | 884 | 479 | 33 |
Accounts payable | 8,194 | 10,108 | (9,608) | 3,901 |
Deferred revenue | 332 | (149) | 0 | 0 |
Accrued expenses and other current liabilities | 338 | 7,380 | (6,503) | 11,628 |
Share-based compensation - Founders advisory fees - related party (equity settled) | 365,789 | 0 | 0 | 0 |
Other liabilities | 3,458 | 3,542 | 918 | 564 |
Net cash provided by (used in) operating activities | 4,359 | 67,991 | 70,826 | (305) |
Cash flows from investing activities: | ||||
Acquisition of SK Invictus, net of cash acquired | (1,209,155) | 0 | 0 | 0 |
Purchase of property and equipment | (1,468) | (8,282) | (7,497) | (8,859) |
Purchase of businesses, net of cash acquired | 0 | (7,464) | (1,970) | (16,314) |
Net cash used in investing activities | (1,210,623) | (15,746) | (9,467) | (25,173) |
Cash flows from financing activities: | ||||
Sale of PSSA Ordinary Shares issued to Director Subscribers | 2,000 | 0 | 0 | 0 |
Shareholders' capital distributions | 0 | (60,000) | 0 | (12,360) |
Proceeds from revolving credit facility | 40,000 | 19,500 | 72,100 | 83,300 |
Repayments of revolving credit facility | (40,000) | (19,500) | (97,100) | (60,300) |
Proceeds from issuance of long-term debt | 0 | 0 | 0 | 16,000 |
Repayments of long-term debt | (696,971) | (4,210) | (20,610) | (5,610) |
Payment of debt issue costs | (2,250) | 0 | 0 | 0 |
Net cash (used in) provided by financing activities | (697,221) | (64,210) | (45,610) | 21,030 |
Effect of foreign currency on cash and cash equivalents | (738) | 435 | (3,093) | (1,689) |
Net change in cash and cash equivalents | (1,904,223) | (11,530) | 12,656 | (6,137) |
Cash and cash equivalents, beginning of period | 10,948 | 22,478 | 9,822 | 15,959 |
Cash and cash equivalents, end of period | 225,554 | 10,948 | 22,478 | 9,822 |
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest | 174 | 24,559 | 45,441 | 44,746 |
Cash paid for income taxes | 4,517 | 7,092 | 19,336 | 8,166 |
Non-cash investing and financing activities: | ||||
Redeemable preferred shares issued as consideration for business combination | 100,000 | 0 | 0 | 0 |
Management Subscribers rollover contribution | 11,048 | 0 | 0 | 0 |
Receipt of common shares as a shareholder contribution | 0 | 0 | 0 | 2,500 |
Equity consideration in connection with purchase of a business | 0 | $ 0 | $ (2,500) | |
Business Combination Successor Entity | ||||
Cash flows from financing activities: | ||||
Cash and cash equivalents, beginning of period | $ 2,129,777 | |||
Cash and cash equivalents, end of period | $ 2,129,777 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Organization and General Perimeter Solutions, SA, (“PSSA”), a public company limited by shares ( société anonyme EverArc Holdings Limited, the former parent company of PSSA (“EverArc”), was formed for the purpose of undertaking an acquisition of one target company or business. EverArc (BVI) Merger Sub Limited, incorporated in the British Virgin Islands and a wholly-owned subsidiary of PSSA (the “Merger Sub”), was also formed solely in contemplation of a business combination. The Merger Sub had not commenced any operations, had only nominal assets and had no liabilities or contingent liabilities, nor any outstanding commitments other than those in connection with contemplated business combination. Business Combination On November 9, 2021 (the “Closing Date”), PSSA consummated the transactions contemplated by the business combination (the “Business Combination”) with EverArc, SK Invictus Holdings, S.à r.l., (“SK Holdings”), SK Invictus Intermediate S.à r.l., (“SK Intermediate”), doing business under the name Perimeter Solutions (“Perimeter” or “Perimeter Solutions”) and the Merger Sub pursuant to a business combination agreement (the “Business Combination Agreement”) dated June 15, 2021. The term the “Company” refers to PSSA and its consolidated subsidiaries, including SK Intermediate, Perimeter or Perimeter Solutions, after the closing of the Business Combination (the “Closing”). Pursuant to the Business Combination Agreement, • On November 8, 2021: • the Merger Sub merged with and into EverArc, with EverArc surviving such merger as a direct wholly-owned subsidiary of PSSA (the “Merger”); • pursuant to the Merger, 155,832,600 EverArc ordinary shares outstanding immediately prior to the Merger were exchanged for ordinary shares of PSSA (the “PSSA Ordinary Shares”); and • 34,020,000 outstanding EverArc warrants were converted into the right to purchase PSSA Ordinary Shares with each whole warrant entitling the holder thereof to purchase one-fourth On November 8, 2021, pursuant to separate subscription agreements (collectively, the “Subscription Agreements”) entered into among EverArc, SK Holdings, PSSA and other investors, including investors affiliated with SK Holdings purchased an aggregate of 115,000,000 EverArc Ordinary Shares at $10.00 per share (collectively, the “PIPE Subscribers”) that were converted into PSSA Ordinary Shares pursuant to the Merger. • On November 9, 2021: • SK Holdings (i) along with officers and certain key employees of SK Intermediate contributed a portion of their ordinary shares in SK Intermediate to PSSA in exchange for 10 million 6.50% Redeemable Preferred Shares of PSSA (“Redeemable Preferred Shares”), nominal value of $10.00 per share, valued at $100.0 million and (ii) sold its remaining ordinary shares in SK Intermediate for approximately $1,900.0 million in cash subject to certain customary adjustments for working capital, transaction expenses, cash and indebtedness. • PSSA’s ordinary shares, nominal value, $1.00 per share, listed and began trading on New York Stock Exchange (“NYSE”) under the symbol “PRM”; and • members of management of SK Intermediate (collectively, the “Management Subscribers”) were granted an aggregate of 1,104,810 PSSA Ordinary Shares at $10.00 per share as consideration and two of the Company’s directors (the “Director Subscribers”) purchased an aggregate of 200,000 PSSA Ordinary Shares (the “Director Shares”) at $10.00 per share. • $675.0 million principal amount of 5.00% senior secured notes due October 30, 2029 (“Senior Notes”) issued by EverArc Escrow S.à r.l. (“Escrow Issuer”) was assumed by SK Invictus Intermediate II S.à r.l., a wholly-owned subsidiary of PSSA (“SK Intermediate II.”) The cash consideration for the Business Combination was funded through cash on hand, proceeds from the sale of ordinary shares, proceeds from the issuance of Senior Notes and borrowings under our revolving credit facility. Business Operations Perimeter Solutions is a global solutions provider for the fire safety and oil additives industries. Approximately 73% of the Company’s annual revenues is derived in the United States, approximately 13% in Europe, approximately 7% in Canada and approximately 2% in Mexico, with the remaining approximately 5% spread across various other countries. The Company’s business is organized and managed in two reporting segments: Fire Safety and Oil Additives. The Fire Safety business is a formulator and manufacturer of fire management products that help the Company’s customers combat various types of fires, including wildland, structural, flammable liquids and other types of fires. The Company’s Fire Safety business also offers specialized equipment and services, typically in conjunction with its fire management products to support firefighting operations. The Company’s specialized equipment includes air base retardant storage, mixing, and delivery equipment; mobile retardant bases; retardant ground application units; mobile foam equipment; and equipment that it custom designs and manufactures to meet specific customer needs. Significant end markets include primarily government-related entities and are dependent on concessions, licenses, and permits granted by the respective governments and commercial customers around the world. The Oil Additives business produces and sells Phosphorus Pentasulfide (“P2S5”) primarily used in the preparation of lubricant additives, including a family of compounds called Zinc Dialkyldithiophosphates (“ZDDP”) that provide anti-wear protection to engine components. P2S5 is also used in pesticide and mining chemicals applications. Significant end markets are primarily producers of engine oil additives. COVID-19 The pandemic caused by an outbreak of a novel strain of coronavirus, SARS-CoV-2, COVID-19 (“COVID-19”) COVID-19 The lingering impacts of COVID-19 Company has taken several actions to minimize any potential and actual adverse impacts by working closely with its suppliers and customers and to continue to closely monitor the availability of raw materials and any other supply chain inefficiencies that may arise. The exact pace and timing of the economic recovery remains uncertain and is expected to continue to be uneven depending on factors such as trends in the number of COVID-19 COVID-19 COVID-19 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS Summary of Significant Accounting Policies Basis of Presentation In connection with the Business Combination, the Merger was accounted for as a common control transaction, where substantially all of the net assets of PSSA will be those previously held by EverArc and are recognized by PSSA at EverArc’s carrying value. Upon the acquisition of SK Intermediate, PSSA was determined to be the legal and accounting acquirer (the “Successor”) and SK Intermediate was deemed to be the accounting predecessor (the “Predecessor”). The business combination of SK Intermediate was accounted for using the acquisition method of accounting and the Successor financial statements reflect a new basis of accounting based on the fair value of the net assets acquired. As a result of the application of the acquisition method of accounting, the Company’s consolidated financial statements and certain presentations are separated into two distinct periods to indicate the different ownership and accounting basis between the periods presented, the period before the consummation of the Business Combination, which includes the period from January 1, 2021 to November 8, 2021 (the “2021 Predecessor Period”); the year ended December 31, 2020 (the “2020 Predecessor Period”); the year ended December 31, 2019 (the “2019 Predecessor Period”); and the period on and after the consummation of the Business Combination, from the Closing Date to December 31, 2021 (the “Successor Period”). The accompanying consolidated statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Perimeter Solutions is an emerging growth company (“EGC”) as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGC. As an EGC, the Company has elected, under Section 107(b) of the JOBS Act, to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Principles of Consolidation The consolidated financial statements have been prepared in accordance with U.S. GAAP. The consolidated financial statements include the accounts of the Company and its subsidiaries after elimination of intercompany transactions and balances. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates made by management in connection with the preparation of the accompanying consolidated financial statements include the fair value of purchase consideration and assets acquired and liabilities assumed in a business combination, the useful lives of long-lived assets, inventory valuations, the allocation of transaction price among various performance obligations, the allowance for doubtful accounts, the fair value of financial assets and liabilities, valuation of goodwill, indefinite life intangible assets, stock options, founder advisory fees, contingent earn-out Cash and Cash Equivalents Cash and cash equivalents consist of cash in banks. For purposes of reporting cash and cash equivalents, the Company considers all deposits with an original maturity of three months or less to be cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amounts due from customers for products or services provided. The Company maintains an allowance for bad debts for estimated losses inherent in its accounts receivable. The Company evaluates the collectability of its accounts receivable based upon a number of factors, including historical experience, the likelihood of payment from its customers, and any other known specific factors associated with its customers. Account balances are charged-off Inventories Inventories are stated at the lower of cost or net realizable value using the weighted-average cost method. The Company evaluates inventories periodically during each reporting period for obsolete, excess, or slow-moving products and will record any adjustment, if necessary, to report these items at an estimated net realizable value. As of December 31, 2021 and 2020, the reserve for inventory obsolescence was insignificant. Property, Plant and Equipment, Net Property, plant and equipment acquired in business combinations are recorded at fair value at the date of acquisition. All other property, plant and equipment are stated at cost less accumulated depreciation. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheets and the resulting gain or loss is reflected in the consolidated statements of operations and comprehensive income (loss) in the period realized. Costs of maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Years Buildings 30–40 years Furniture and fixtures 1–8 Years Machinery and equipment 1–26 Years Vehicles 1–8 Years Leasehold improvements Shorter of remaining lease term or estimated useful life Business Combinations The Company accounts for its business combinations using the acquisition accounting method, which requires it to determine the fair value of identifiable assets acquired and liabilities assumed, including any contingent consideration, to properly allocate the purchase price to the individual assets acquired and liabilities assumed and record any residual purchase price as goodwill in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. The Company records assets acquired and liabilities assumed at their respective fair value at the date of acquisition. Management uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date. Such estimates are inherently uncertain and may be subject to refinement. If the initial accounting for the business combination has not been completed by the end of the reporting period in which the business combination occurs, provisional amounts are reported to present information about facts and circumstances that existed as of the acquisition date. During the measurement period of up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill, to the extent such information was not available to the Company at the acquisition date to determine such amounts. Accounting for business combinations requires the Company to make significant estimates and assumptions at the acquisition date, including estimates of the fair value of acquired inventory, property and equipment, identifiable intangible assets, contractual obligations assumed, preacquisition contingencies, where applicable, and equity issued. Significant assumptions relevant to the determination of the fair value of the assets acquired and liabilities assumed include, but are not limited to, future expected cash flows, discount rates, royalty rates, and other assumptions. The approach to valuing an initial contingent consideration associated with the purchase price also uses similar unobservable factors such as projected revenues and expenses over the term of the contingent earn-out All acquisition-related costs, other than the costs to issue debt or equity securities, are accounted for as expenses in the period in which they are incurred. Changes in the fair value of contingent consideration arrangements that are not measurement period adjustments are recognized in earnings. Goodwill Goodwill is deemed to have an indefinite life and is subject to at least annual impairment assessments at the reporting unit level or more frequently when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred. The Company conducts an annual impairment test on October 1st each year. The Company performs a qualitative assessment to determine whether it is more likely than not that goodwill is impaired. Factors utilized in the qualitative assessment include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and Company specific events. If the qualitative assessment indicates it is more likely than not that goodwill is impaired, the entity performs a quantitative assessment, which consists of a comparison of the fair value of the reporting unit with its carrying amount. The Company’s reporting units are either its operating business segments or one level below its operating business segments for which discrete financial information is available and for which operating results are regularly reviewed by the business management. The Company estimates the fair value based on present value techniques involving future cash flows. Future cash flows for all reporting units include assumptions about revenue growth rates, adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) margins, discount rate as well as other economic or industry-related factors. Significant management judgment is involved in estimating these variables and they include inherent uncertainties since they are forecasting future events. The Company performs a sensitivity analysis by using a range of inputs to confirm the reasonableness of these estimates being used in the goodwill impairment analysis. The Company uses a Weighted Average Cost of Capital (“WACC”) approach to determine its discount rate for goodwill recoverability testing. WACC calculation incorporates industry-weighted average returns on debt and equity from a market perspective. The factors in this calculation are largely external to the Company and, therefore, are beyond its control. There was no impairment of goodwill during the Successor Period, 2021 Predecessor Period, 2020 Predecessor Period or 2019 Predecessor Period. Intangible Assets The Company evaluates the recoverability of indefinite-life intangible assets on an annual basis or when events or changes in circumstances indicate that these assets might be impaired. The Company performs a qualitative assessment to determine whether it is more likely than not that an indefinite-life intangible asset is impaired. If the qualitative assessment indicates it is more likely than not that the indefinite-life intangible asset is impaired, the entity performs a quantitative assessment, which consists of a comparison of the fair value of the asset with its carrying amount. The fair value techniques used require management judgment and estimates may include revenue growth rates, projected operating margins, changes in working capital, royalty rates and discount rates. If the carrying value of an intangible asset exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess. The Company conducts an annual impairment test on October 1 each year. There were no impairments of indefinite-life intangible assets during the 2021 Predecessor Period, 2020 Predecessor Period or 2019 Predecessor Period. There are no indefinite-life intangible assets in the Successor Period. Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives, which vary depending on the type of intangible assets. Costs to maintain and extend intangible assets are expensed as incurred. In determining the estimated useful lives of definite-lived intangibles, the Company considers the nature, competitive position, life cycle position and historical and expected future operating cash flows of each acquired assets, as well as its commitment to support these assets through continued investment and legal infringement protection. Impairment of Long-Lived Assets Long-lived assets include acquired property, plant, and equipment and intangible assets subject to amortization. The Company evaluates the recoverability of long-lived assets for possible impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. Such events and changes may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in the Company’s business strategy. The Company determines the recoverability of such assets by comparing an asset’s respective carrying value to estimates of the sum of the undiscounted future cash flows expected to result from its asset group. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. There were no impairments of long-lived assets during the Successor Period, 2021 Predecessor Period, 2020 Predecessor Period or 2019 Predecessor Period. Revenue Recognition The Company follows the guidance in ASC Topic 606, Revenue from Contracts with Customers The Company derives its revenue from contracts with customers, which comprise of following principal activities as described: • Full-service air base fire retardant includes sales from the supply and service of fire retardant to designated air tanker bases. The Company provides fire retardant product, the related equipment, and service personnel who operate the related equipment at the designated air tanker bases for the period specified in the contract with respect to each designated air tanker base. Product revenues are recognized at the point in time when product is shipped and control is transferred to the customer, typically when the product is consumed by the customer. The component of service revenue is recognized ratably over time as the customer simultaneously receives and consumes the services. The Company has entered into full-service U.S. Forest Service (“USFS”) contracts. These contracts are between Perimeter Solutions and the USFS for supply and service of long-term fire retardant to the designated air tanker bases of certain U.S. Government agencies. The revenue derived from these contracts is comprised of three performance obligations, namely product sales, providing operations and maintenance personnel services and leasing of specified equipment. The performance obligation for product sales is satisfied at a point in time, while for services and leases it is a “stand-ready obligation” and the revenue is recognized straight-line over the service period. Control of a product is deemed to be transferred to the customer upon shipment or delivery. • Fire retardant, suppressant, and related equipment includes domestic and international sales of fire retardant and fire suppressant products. Product revenues are recognized at the point in time when control of the product is transferred to the customer which is upon shipment or delivery of the product to the customer, depending on the underlying contract terms. • Oil additives includes domestic and international sales of oil additive products by the Company entities in the U.S. and Germany. Product revenues are recognized at the point in time when control of the product is transferred to the customer which is upon shipment or delivery of the product to the customer, depending on the underlying contract terms. The Company uses the policy election to account for the shipping and handling activities as activities to fulfill the Company’s promise to transfer goods to the customer, rather than as a performance obligation. Accordingly, the costs of the shipping and handling activities are accrued for at the time of shipment. The transaction price of a contract, or the amount the Company expects to receive upon satisfaction of all performance obligations, is determined by reference to the contract’s terms and includes adjustments, if applicable, for any variable consideration, such as sales incentives, wherever these adjustments are material. The transaction price is variable and is based upon gallons of product consumed by the customer during the service period i.e., mobilization period, which typically lasts during May through September. The Company includes the estimated amount of variable consideration in transaction price that it expects to receive to the extent it is probable that a significant revenue reversal will not occur. Sales and other taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, which are collected by the Company from a customer, are excluded from revenue. Payment terms vary by contract and sales to customers are deemed collectible at the time of sale based on customer history, prior credit checks, and controls around customer credit limits. The Company does provide for the right to return; however, most of the product is used at the point of purchase and returns are minimal. Therefore, there is no estimated obligation for returns. Standard terms of delivery are generally included in the Company’s contracts of sale, order confirmation documents and invoices. Cost to Obtain Contract Incremental costs of obtaining a contract include only those costs that are directly related to the acquisition of contracts, including sales commissions, and that would not have been incurred if the contract had not been obtained. The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it is expected that the economic benefit and amortization period will be longer than one year. Costs to obtain contracts were not material in the periods presented. Deferred Revenue Deferred revenue represents billings under noncancelable contracts before the related product or service is transferred to the customer. The portion of deferred revenue that is anticipated to be recognized as revenue during the succeeding twelve-month period is recorded as deferred revenue and the remaining portion is recorded as deferred revenue, non-current. The contracts entered by the Company have duration of one year or more. Any billings made to the customer during the financial year for which the related product or service is yet to be delivered on the cutoff date, i.e., December 31, is recognized as deferred revenue. Deferred revenue was $0.4 million and $0.3 million as of December 31, 2021 and 2020, respectively. For full-service fire-retardant contracts, the Company identifies the fire-retardant product and the services as separate units of account. Substantially all performance obligations are satisfied by the end of the annual financial reporting period and the allocation of transaction price to each performance obligation does not have an impact on the recognition and measurement of revenues for the annual reporting period. There were no contract assets, contract obligations, or material rights as of December 31, 2021 and 2020. Deferred Financing Fees Successor As of December 31, 2021, the unamortized debt issue costs of $10.9 million for the Company’s Senior Notes are carried as a contra liability and are amortized over the term of the related debt using the effective interest method. As of December 31, 2021, unamortized deferred financing costs of $2.2 million for the Company’s five-year revolving credit facility (the “Revolving Credit Facility”) is carried as a long-term asset and is amortized on a straight-line basis into interest expense over the term of the Revolving Credit Facility. Amortization of deferred financing fees for the Successor Period for the Senior Notes and Revolving Credit Facility was $0.2 million and $0.1 million, respectively, and is presented as a component of interest expense in the consolidated statements of operations and comprehensive income (loss). Predecessor As of December 31, 2020, unamortized original issue discount and other debt issuance costs of $13.4 million for the Company’s term loans were carried as a contra liability and are amortized over the term of the related debt using the effective interest method. As of December 31, 2020 unamortized deferred financing costs of $1.2 million for the Company’s revolving line of credit was carried as a long-term asset and amortized on a straight-line basis into interest expense over the term of the facility. In connection with the Business Combination, on the Closing Date, the unamortized original issue discount and debt issuance costs of $11.0 million on term loans and unamortized deferred financing costs of $0.8 million on revolving line of credit were written off to interest expense upon extinguishment of the related debt. Amortization of deferred financing fees for the 2021 Predecessor Period, 2020 Predecessor Period and 2019 Predecessor Period for the term loans and revolving line of credit was $14.6 million, $3.5 million and $3.6 million, respectively, and is presented as a component of interest expense in the consolidated statements of operations and comprehensive income (loss). Income Taxes Income taxes are accounted for under the asset-and-liability financial statement carrying amounts of existing assets and liabilities, as well as loss and tax credit carryforwards and their respective tax bases measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income in assessing the need for a valuation allowance. Deferred tax assets and deferred tax liabilities are presented as non-current The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not (greater than 50% likely) to be realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in income tax expense (benefit). The Company makes adjustments to these reserves in accordance with the income tax guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results. Under the Tax Cuts and Jobs Act, the Global Intangible Low-Taxed Leases The Company’s leases have been accounted for and reported in accordance with ASC Topic 840, Leases. Total lease payments over the non-cancellable Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. When a single amount cannot be reasonably estimated but the cost can be estimated within a range, the Company accrues the minimum amount. Legal costs incurred in connection with loss contingencies are expensed as incurred. Foreign Currencies The functional and reporting currencies for all Luxembourg entities are in U.S. dollars. The functional currency for the Company’s remaining non-U.S. foreign subsidiaries are translated into U.S. dollars using the exchange rate in effect as of the balance sheet date except for non-monetary Transactions denominated in currencies other than the functional currency are remeasured based on the exchange rates at the time of the transaction. Foreign currency gains and losses arising primarily from changes in exchange rates on foreign currency denominated intercompany loans and other intercompany transactions and balances between foreign locations are recorded in the consolidated statements of operations and comprehensive income (loss). Realized and unrealized gains (losses) resulting from transactions conducted in foreign currencies for the Successor Period, 2021 Predecessor Period, 2020 Predecessor Period and 2019 Predecessor Period were $(1.0) million, $(4.1) million, $5.8 million and $(1.7) million, respectively. Share-Based Compensation Performance stock options—Successor The Company recognizes compensation costs related to stock options granted to employees and non-employees • Exercise price. • Fair Market Value of Common Stock. • Expected term. • Expected volatility. • Risk-free interest rate. • Dividend yield. Restricted stock units—Successor Restricted stock units are valued using the market price of the Company’s ordinary shares on the grant date. The grant date fair value of the restricted stock units is expensed on a straight-line basis over the applicable vesting period. Founder Advisory Fees—Successor Pursuant to the advisory agreement entered into on December 12, 2019 by EverArc (“Founder Advisory Agreement”) with EverArc Founders, LLC, a Delaware limited liability company (“EverArc Founder Entity”), which is owned and operated by William N. Thorndike, Jr., W. Nicholas Howley, Tracy Britt Cool, Vivek Raj and Haitham Khouri (“EverArc Founders”). Upon consummation of the Business Combination, the Company assumed the Founder Advisory Agreement. The EverArc Founder Entity, for the services provided to the Company, including strategic and capital allocation advice, will be entitled to receive both a fixed amount (the “Fixed Annual Advisory Amount”) and a variable amount (the “Variable Annual Advisory Amount,” each an “Advisory Amount” and collectively, the “Advisory Amounts”) until the years ending December 31, 2027 and 2031, respectively. Under the Founder Advisory Agreement, at the election of the EverArc Founder Entity, at least 50% of the Advisory Amounts will be paid in PSSA Ordinary Shares and remainder in cash. The Advisory Amounts to be paid in PSSA Ordinary Shares is recorded within shareholders’ equity at grant date fair value and the Advisory Amounts to be paid in cash is recorded as liability in the accompanying consolidated balance sheets. For the Advisory Amounts classified as liability, the Company will remeasure the fair value at each reporting date using the Monte Carlo simulation model. The Fixed Annual Advisory Amount equals to 1.5% of 157,137,410 ordinary shares outstanding on the Closing Date multiplied by the year end closing price of PSSA’s Ordinary Shares and the Variable Annual Advisory Amount is based on the appreciation of the market price of its ordinary shares if such market price exceeds certain trading price minimums using the Monte Carlo simulation model. Incentive Units—Predecessor The fair value of each incentive unit was estimated at the grant date using the Black-Scholes option-pricing model with the following assumptions. Volatility was based on average historical volatilities for public companies in similar industries over the expected term of the incentive unit. The expected term of incentive units represents the period of time that incentive units granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the incentive unit was based on the U.S. Treasury yield curve in effect at the time of grant. The valuation methodology included estimates and assumptions that required SK Intermediate’s judgment. Significant inputs used to determine estimated fair value of the incentive units include the equity value of SK Intermediate and expected timing of a liquidity event or other outcomes. Fair Value Measurements The Company determines the fair value of financial and non-financial Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to credit risk primarily consist of cash and cash equivalents, and accounts receivable. At December 31, 2021, the Company had $225.6 million of cash and cash equivalents. The Company’s cash and cash equivalents are maintained with various financial institutions and the deposits with these institutions may exceed the amount of insurance provided on such deposits. However, the Company regularly monitors the financial stability of its financial institutions and believes that the Company is not exposed to any significant default risk. For accounts receivable, the Company is exposed to credit risk in the event of nonpayment by customers to the extent of the amounts recorded on the consolidated balance sheets. Three of the Company’s customers in the Fire Safety segment accounted for 25% and 53% of total sales during the Successor Period and 2021 Predecessor Period, respectively, and 53% of total sales during the 2020 Predecessor Period. Two customers within Fire Safety segment and one within Oil Additives segment represent 39% (23%, 10%, and 6%, respectively) of the total accounts receivable balance as of December 31, 2021. Two customers within Fire Safety segment and one within Oil Additives segment represent 44% (18%, 15%, and 11%, respectively) of the total accounts receivable balance as of December 31, 2020. Net Income (Loss) Per Share of Ordinary Shares The Company’s basic earnings per share (“EPS”) is computed based on the weighted average number of PSSA Ordinary Shares outstanding for the period. Diluted EPS includes the effect of the Company’s outstanding performance-based stock options and warrants for PSSA Ordinary Shares if the inclusion of these items is dilutive. The treasury stock method is used in determining the number of PSSA Ordinary Shares assumed to be issued from the exercise of ordinary share equivalents. Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, 2018-11, The Company has determined its portfolio of leased assets and is completing its review of all related contracts to determine the impact the adoption will have on its consolidated financial statements and related disclosures. Upon adoption, the Company will recognize right of use assets and lease liabilities for certain commitments related to real estate, vehicles, and field equipment that are currently accounted for as operating leases. To track these lease arrangements and facilitate compliance with this ASU, the Company is implementing a third-party lease accounting software solution and is in the process of designing processes and internal controls. The adoption of this ASU will increase asset and liability balances on the consolidated balance sheets due to the required recognition of right of use assets and corresponding lease liabilities and will result in changes to the Company’s existing accounting policies, business processes, and internal controls. The Company plans to elect the available practical expedients provided in the standard and adopt Topic 842 as of January 1, 2022 at December 31, 2022 on its Form 10-K 2018-11 In June 2016, the FASB issued ASU No. 2016-13, 2019-04, 2019-05 2019-11. In December 2019, the FASB issued ASU No. 2019-12, those fiscal years, beginning after December 15, 2020. The Company adopted ASU 2019-12 In March |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITIONS | 3. BUSINESS ACQUISITIONS Successor Business Combination—Perimeter Solutions Pursuant to the Business Combination Agreement, each of the following transactions occurred, in the following order: • On November 8, 2021: • the Merger Sub merged with and into EverArc, with EverArc surviving such merger as a direct wholly-owned subsidiary of PSSA. 40,832,600 EverArc ordinary shares outstanding immediately prior to the Merger were exchanged for an equal number of PSSA Ordinary Shares; • pursuant to the Subscription Agreements the PIPE Subscribers purchased an aggregate of 115,000,000 EverArc ordinary shares at $10.00 per share that were converted into PSSA Ordinary Shares pursuant to the Merger; • 34,020,000 outstanding EverArc warrants was converted into the right to purchase a PSSA Ordinary Share with each whole warrant entitling the holder thereof to purchase one-fourth • On November 9, 2021: • SK Holdings (i) along with officers and certain key employees of SK Intermediate contributed a portion of their ordinary shares in SK Intermediate to PSSA in exchange for 10 million Redeemable Preferred Shares of PSSA, nominal value of $10.00 per share, valued at $100.0 million and (ii) sold its remaining ordinary shares in SK Intermediate for approximately $1,900.0 million in cash subject to certain customary adjustments for working capital, transaction expenses, cash and indebtedness; • PSSA’s ordinary shares, nominal value, $1.00 per share, listed and began trading on the NYSE under the symbol “PRM”; and • the Management Subscribers were granted an aggregate of 1,104,810 PSSA Ordinary Shares at $10.00 per share as consideration and the Director Subscribers purchased an aggregate of 200,000 PSSA Ordinary Shares at $10.00 per share. • $675.0 million Senior Notes issued by the Escrow Issuer was assumed by SK Intermediate II. The cash consideration for the Business Combination was funded through cash on hand, proceeds from the sale of the ordinary shares, proceeds from the issuance of Senior Notes and borrowing under the revolving credit facility. 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 The Merger between PSSA and EverArc was accounted for as a common control transaction, whereby all of the net assets of PSSA were those previously held by EverArc at historical cost, with no goodwill or other intangible assets recorded. The acquisition of SK Intermediate was accounted for under the acquisition method. The acquisition method of accounting is based on FASB ASC 805, Business Combinations (“ASC 805”), and uses the fair value concepts defined in FASB ASC 820, Fair Value Measurements. ASC 805 requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date including an amount for goodwill calculated as the difference between the acquisition consideration and the fair value of the identifiable net assets. The purchase price has been preliminarily allocated to tangible and identifiable intangible 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. In accordance with the acquisition method of accounting, the purchase price for the SK Intermediate acquisition has been allocated to the assets acquired and liabilities assumed based on their estimated fair values on the acquisition date. The fair value estimates were based on, but not limited to quoted market prices, where available; expected future cash flows based on estimated growth in sales for the Company’s products; estimated costs to develop, procure, produce and deliver its products; current replacement cost for similar capacity for certain fixed assets; market rate assumptions for contractual obligations and appropriate discount rates and growth rates. The excess of the total consideration over the estimated fair value of the amounts initially assigned to the identifiable assets acquired and liabilities assumed has been recorded as goodwill. The goodwill is primarily related to extensive industry expertise and continuing innovation at SK Intermediate, resulting in sales growth from future products and service offerings as well as new customers, together with certain intangible assets that do not qualify for separate recognition. Goodwill recorded in connection with the acquisition is not deductible for income tax purposes. The total purchase price consideration and the related purchase price consideration allocation above are preliminary as the Company has not yet completed the evaluation of certain legal or tax-related pre-acquisition EverArc entered into an escrow agreement with SK Holdings and Wilmington Trust, N.A., a national banking association, as escrow agent, which provides that approximately $7.6 million of the cash consideration be held in escrow pending a determination of the post-Closing purchase price adjustments under the Business Combination Agreement. On March 3, 2022, the post-Closing purchase price adjustments under the Business Combination Agreement were finalized the amounts held in escrow was released to SK Holdings. Transaction costs associated with the Business Combination were $59.5 million. Of this amount, $56.4 million was incurred by EverArc through the Closing Date and is included in accumulated deficit as of November 9, 2021 in the accompanying consolidated statement of shareholders’ equity and the remaining $3.1 million was reflected in the 2021 Predecessor Period in other operating expense in the accompanying consolidated statements of operations and comprehensive income (loss). The Company also incurred a total of $13.3 million of debt issuance costs in connection with the consummation of the Business Combination related to the establishment of the Revolving Credit Facility and the issuance of the Senior Notes. Predecessor Magnum Asset Acquisition On July 1, 2021, the Company used cash provided by operations to purchase all of the assets of Magnum Fire & Safety Systems (“Magnum”). The asset purchase agreement provided for approximately $1.2 million in cash to be paid at closing. The Magnum acquisition expands the Company’s access to new markets and is expected to result in additional revenue in firefighting foam equipment and systems within the Fire Safety segment. The Company has performed a preliminary purchase price allocation, where the Company allocated $1.2 million to goodwill in the predecessor entity. Individual assets and liabilities included within the balance sheet were not material. PC Australasia Asset Acquisition On April 1, 2021, the Company used the cash provided by operations to purchase all of the wildfire retardant and foam assets of PC Australasia Pty Ltd (“PC Australasia”). The asset purchase agreement provided for approximately $2.7 million in cash to be paid at closing. The PC Australasia acquisition provides the Company direct access to existing markets within the Fire Safety segment. The Company has performed a preliminary purchase price allocation, where the Company allocated $1.0 million to goodwill in the predecessor entity. Other amounts allocated to the individual assets and liabilities included within the balance sheet were not material. Budenheim Asset Acquisition On March 2, 2021, the Company used the cash provided by operations to purchase all of the wildfire retardant and foam assets of Budenheim Iberica, S.L.U (“Budenheim”). The asset purchase agreement provided for approximately $3.6 million in cash to be paid at closing. The Budenheim acquisition expands the Company’s access to new markets and is expected to result in additional revenue within the Fire Safety segment. The Company has performed a preliminary purchase price allocation, where the Company allocated $3.2 million to goodwill in the predecessor entity. Other amounts allocated to the individual assets and liabilities included within the balance sheet were not material. For segment reporting purposes, the results of operations and assets from the above acquisitions have been included in the Company’s Fire Safety segment since the respective acquisition dates. For the Successor Period and 2021 Predecessor Period, sales, earnings related to the operations consisting of the assets and liabilities and direct costs related to Magnum, PC Australasia and Budenheim were not material. Pro forma financial information has not been presented for these acquisitions as the net effects were neither significant nor material to the Company’s results of operations or financial position. LaderaTech Acquisition On May 7, 2020, the Company used proceeds from general business operations to purchase all of the outstanding shares of LaderaTech, Inc. (“LaderaTech”). The LaderaTech acquisition expands the Company’s access to the long-term retardant market and is expected to generate synergies within the Fire Safety service industry. Under the equity purchase agreement, the fair value of the consideration transferred was $21.8 million, which included an initial cash payment of $2.0 million and $19.8 million in estimated fair value of contingent future payments. The future payments are contingent upon an earn-out 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 20,200 Deferred tax liability (5,282 ) Total fair value of net assets acquired 14,926 Goodwill 6,906 Total $ 21,832 The actual results of operations of the acquisition have been included in the accompanying consolidated statements of operations and comprehensive income (loss) from the date of acquisition. 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 in the table below summarizes the combined results of operations for the Company and the LaderaTech acquisition as if the acquisition had occurred on January 1, 2019. Pro forma information for the Successor Period and 2021 Predecessor Period is not presented below as LaderaTech’s results were included for the entire period. 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 ) The amount allocated to goodwill for the acquisitions is not deductible for income tax purposes. The goodwill is attributable primarily to strategic and synergistic opportunities, the assembled workforces acquired and other factors. The fair value of the contingent consideration was estimated using the Monte Carlo valuation approach. See Note 11, Fair Value Measurements for additional information related to the fair value measurement of the contingent consideration. For segment reporting purposes, the results of operations and assets from the LaderaTech acquisition have been included in the Company’s Fire Safety segment since the acquisition date. Direct costs of the acquisition were not material and were expensed as incurred, and they are included in other operating expenses in the consolidated statement of income and comprehensive income (loss) during the year ended December 31, 2020. Ironman Acquisition On March 20, 2019, the Company used proceeds from general business operations, debt and equity to purchase all of the outstanding shares of First Response FireRescue, LLC, River City Fabrication, LLC, and H&S Transport, LLC (collectively, “Ironman”). The equity purchase agreement provided for $16.8 million in cash to be paid at closing, subject to a final purchase price adjustment, contingent future payments of $11.3 million, and issuance of common equity for $2.5 million. The future payments are contingent upon continued employment at each anniversary date; and therefore, this portion does not represent purchase consideration but rather compensation expense recognized ratably over the service period. Transaction costs of $1.0 million were incurred and expensed during 2019 and presented in other operating expense in the consolidated statement of operations and comprehensive income (loss). The Ironman Acquisition expands the Company’s access to new markets and is expected to generate synergies within the Fire Safety segment. Goodwill is expected to be deductible for tax purposes. The goodwill recognized as a result of the acquisitions is attributable primarily to strategic and synergistic opportunities, the assembled workforces acquired and other factors. The Ironman Acquisition was accounted for as a business combination, which requires an allocation of the total consideration to the identifiable assets and liabilities measured at fair value at the acquisition date. 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 The actual results of operations of the acquisition has been included in the accompanying consolidated statements of operations and comprehensive income (loss) from the date of acquisition. Ironman’s revenue and earnings included in the accompanying consolidated statements of operations and comprehensive income (loss) from March 20, 2019 through December 31, 2021 is immaterial as their primary customer was Perimeter. |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET COMPONENTS | 4. BALANCE SHEET COMPONENTS Details of certain balance sheet items are presented below (in thousands): Successor Predecessor December 31, December 31, Inventory: Raw materials and manufacturing supplies $ 34,008 $ 25,695 Work in process 213 306 Finished goods 75,866 32,783 Total inventory $ 110,087 $ 58,784 Prepaid Expenses and Other Current Assets: Advance to vendors $ 2,984 $ 7,343 Prepaid insurance 8,441 125 Other 2,736 3,938 Total prepaid expenses and other current assets $ 14,161 $ 11,406 Property, Plant and Equipment: Buildings $ 4,021 $ 6,768 Leasehold improvements 2,301 1,146 Furniture and fixtures 558 416 Machinery and equipment 50,177 51,286 Vehicles 4,579 4,311 Construction in progress 1,983 5,069 Total property, plant and equipment, gross 63,619 68,996 Less: Accumulated depreciation (1,372 ) (20,761 ) Total property, plant and equipment, net $ 62,247 $ 48,235 Accrued Expenses and Other Current Liabilities: Accrued bonus $ 7,728 $ 4,653 Accrued salaries 900 2,779 Accrued employee benefits 591 511 Accrued interest 5,341 79 Accrued purchases 1,930 2,347 Accrued taxes 355 2,905 Accrued construction — 1,319 Other 2,180 1,452 Total accrued expenses and other current liabilities $ 19,025 $ 16,045 Other Non-Current LaderaTech contingent earn-out $ 19,979 $ 19,816 Other 2,216 1,335 Total other non-current $ 22,195 $ 21,151 Depreciation expense related to property, plant and equipment for the Successor Period, 2021 Predecessor Period, 2020 Predecessor Period and 2019 Predecessor Period was $1.4 million, $6.6 million, $6.7 million and $6.9 million, respectively, substantially all of which was presented in cost of goods sold in the accompanying consolidated statements of operations and comprehensive income (loss). |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 5. GOODWILL AND OTHER INTANGIBLE ASSETS The changes in the carrying amount of goodwill by reportable segment are as follows (in thousands): Fire Safety Oil Additives Total Predecessor Balance, December 31, 2019 $ 354,827 $ 118,367 $ 473,194 Business acquired 6,906 — 6,906 Foreign currency translation 1,034 907 1,941 Balance, December 31, 2020 362,767 119,274 482,041 Business acquired 5,385 — 5,385 Foreign currency translation 286 (605 ) (319 ) Balance, November 8, 2021 $ 368,438 $ 118,669 $ 487,107 Successor Balance, November 9, 2021 $ 871,425 $ 174,470 $ 1,045,895 Foreign currency translation (3,618 ) (952 ) (4,570 ) Balance, December 31, 2021 $ 867,807 $ 173,518 $ 1,041,325 Intangible assets and related accumulated amortization as of December 31, 2021 and 2020 are as follows (in thousands): Successor—December 31, 2021 Estimated Gross Value Foreign Accumulated Net Book Definite Lived Intangible Assets: Existing technology and patents 20 $ 250,000 $ (836 ) $ (1,796 ) $ 247,368 Customer lists 20 761,000 (2,059 ) (5,482 ) 753,459 Tradenames 20 101,000 (268 ) (727 ) 100,005 Balance, December 31, 2021 $ 1,112,000 $ (3,163 ) $ (8,005 ) $ 1,100,832 Predecessor—December 31, 2020 Estimated Gross Value Foreign Accumulated Net Book Definite Lived Intangible Assets: Existing technology 15 $ 158,730 $ 1,747 $ (25,903 ) $ 134,574 Customer lists 10 419,900 96 (115,688 ) 304,308 Patents 7 1,759 136 (541 ) 1,354 Tradenames 10 900 2 (188 ) 714 Indefinite Lived Intangible Assets: Tradenames Indefinite 32,700 50 — 32,750 Balance, December 31, 2020 $ 613,989 $ 2,031 $ (142,320 ) $ 473,700 On May 7, 2020, the Company recorded an in-process Amortization expense for definite-lived intangible assets for the Successor Period, 2021 Predecessor Period, 2020 Predecessor Period and 2019 Predecessor Period was $8.0 million, $45.4 million, $51.5 million and $51.1 million, respectively. Estimated annual amortization expense of intangible assets for the five years subsequent to December 31, 2021 and thereafter is as follows (in thousands): Years Ending December 31: Amount 2022 $ 55,600 2023 55,600 2024 55,600 2025 55,600 2026 55,600 Thereafter 822,832 Total $ 1,100,832 |
LONG-TERM DEBT AND REDEEMABLE P
LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES | 6. LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES Long-term debt consists of the following (in thousands): Successor Predecessor December 31, December 31, Senior Notes $ 675,000 $ — First Lien — 545,693 Second Lien — 155,000 Long-term debt 675,000 700,693 Less: unamortized debt issuance costs (10,872 ) (13,422 ) Long-term debt, net 664,128 687,271 Less: current maturities — (6,723 ) Long-term debt, less current maturities $ 664,128 $ 680,548 Maturities of long-term debt as of December 31, 2021 are as follows (in thousands): Years Ending December 31, Amount 2022 $ — 2023 — 2024 — 2025 — 2026 — Thereafter 675,000 Total $ 675,000 Successor Revolving Credit Facility In connection with the consummation of the Business Combination, SK Intermediate II, as borrower, entered into a five-year Revolving Credit Facility, which provides for a senior secured revolving credit facility in an aggregate principal amount of up to $100.0 million. The Revolving Credit Facility matures on November 9, 2026. The Revolving Credit Facility includes a $20.0 million swingline sub-facility sub-facility. Borrowings under the Revolving Credit Facility bear interest at a rate equal to (i) an applicable margin, plus (ii) at SK Intermediate II’s option, either (x) LIBOR determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs (but which will not be less than a 0.00% LIBOR floor) or (y) a base rate determined by reference to the highest of (a) the prime commercial lending rate published by the Wall Street Journal, (b) the federal funds rate plus 0.50%, (c) the one-month In addition, on a quarterly basis, SK Intermediate II will be required to pay each lender under the Revolving Credit Facility a commitment fee of 0.50% in respect of the unused portion of the commitments under the Revolving Credit Facility, which fee will be subject to two step downs of 0.125% based upon the achievement of certain leverage ratios. SK Intermediate II will be required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR borrowings on the dollar equivalent of the face amount of each undrawn letter of credit, plus such letter of credit issuer’s customary administration and issuance fees and charges and a fronting fee in an amount equal to 0.125% per annum of the face amount of each letter of credit. Solely to the extent that on the last day of the applicable fiscal quarter, the utilization of the Revolving Credit Facility (excluding cash collateralized letters of credit and up to $10.0 million of undrawn letters of credit) exceeds 40% of the aggregate commitments, the Revolving Credit Facility requires compliance on a quarterly basis with a maximum secured net leverage ratio of 7.50:1.00. In addition, for purposes of determining compliance with such financial maintenance covenant for any fiscal quarter, SK Intermediate II will be able to exercise an equity cure by SK Intermediate II issuing certain permitted securities for cash or otherwise receiving cash contributions to the capital of SK Intermediate II that will, upon the receipt by SK Intermediate II of such cash, be included in the calculation of consolidated EBITDA solely for the purpose of such financial maintenance covenant. SK Intermediate II will not be able to exercise the equity cure right in more than two fiscal quarters during any period of four consecutive fiscal quarters or more than five fiscal quarters during the term of the Revolving Credit Facility. Under the Revolving Credit Facility, SK Intermediate II may also be required to meet specified leverage ratios in order to take certain actions, such as incurring certain debt or making certain acquisitions. In addition, the Revolving Credit Facility includes a customary holding company covenant that restricts the activities of SK Intermediate II and other negative covenants, subject to customary exceptions, restricting or limiting SK Intermediate II’s ability and the ability of its restricted subsidiaries to, among other things: (i) make non-ordinary The Revolving Credit Facility is fully and unconditionally guaranteed by the Company and each of SK Intermediate II’s existing and future wholly-owned material restricted subsidiaries, subject to customary exceptions, and is secured by a first priority lien, subject to certain permitted liens, on substantially all of SK Intermediate II’s and each of the guarantors’ existing and future property and assets, subject to customary exceptions. Deferred financing costs incurred in connection with securing the Revolving Credit Facility were $2.3 million, which is carried as a long-term asset and is amortized on a straight-line over the term of the Revolving Credit Facility and included in interest expense in the accompanying consolidated statements of operations and comprehensive income (loss). The Company borrowed $40.0 million under the Revolving Credit Facility to finance a portion of the costs and expenses in connection with the consummation of the Business Combination. On December 9, 2021, the Company repaid the full drawdown of $40.0 million. As of December 31, 2021, the Company did not have any outstanding borrowings under the Revolving Credit Facility and was in compliance with all covenants, including the financial covenants. Bridge Facility In connection with entering into the Business Combination Agreement, EverArc entered into a commitment letter, dated June 15, 2021, with Morgan Stanley Senior Funding, Inc., Barclays Bank PLC and Goldman Sachs Bank USA (collectively, the “Commitment Parties”) pursuant to which the Commitment Parties had, with respect to bridge financing, committed to provide up to $600.0 million in bridge loans (the “Bridge Loan Commitment”) to ensure financing for the Business Combination. Effective November 9, 2021, the Bridge Loan Commitment was fully terminated as a result of the $675.0 million in committed amounts available under the Senior Notes, as described below. The Company did not make any borrowings under the Bridge Loan Commitment and incurred a commitment fee of $7.5 million which was recorded as part of the November 9, 2021 accumulated deficit balance in the accompanying consolidated statements of shareholders’ equity. Senior Notes In order to finance a portion of the cash consideration payable in the Business Combination and the costs and expenses incurred in connection therewith, on October 5, 2021, Escrow Issuer launched a private offering of $600.0 million, which was subsequently updated to $675.0 million, principal amount of 5.00% Senior Notes due October 30, 2029 pursuant to that certain indenture dated as of October 22, 2021 (“Indenture”) between SK Intermediate II and U.S. Bank National Association, as Trustee and Collateral Agent (the “Trustee”). Upon the consummation of the Business Combination, SK Intermediate II assumed the Escrow Issuer’s obligations under the Senior Notes. The Senior Notes bear interest at an annual rate of 5.00%. Interest on the Senior Notes is payable in cash semi-annually in arrears on April 30 and October 30 of each year, commencing on April 30, 2022. The Senior Notes are general, secured, senior obligations of SK Intermediate II; rank equally in right of payment with all existing and future senior indebtedness of SK Intermediate II (including, without limitation, the Revolving Credit Facility); and together with the Revolving Credit Facility, are effectively senior to all existing and future indebtedness of SK Intermediate II that is not secured by the collateral. The Senior Notes are effectively subordinated to all existing and future indebtedness of SK Intermediate II that is secured by assets other than the collateral, to the extent of the collateral securing such indebtedness, are structurally subordinated to all existing and future indebtedness, claims of holders of any preferred stock that may be issued by, and other liabilities of, subsidiaries of SK Intermediate II that do not guarantee the Senior Notes. The Senior Notes are senior in right of payment to any future subordinated indebtedness of SK Intermediate II and are initially guaranteed on a senior secured basis by the guarantors discussed below and will also be guaranteed in the future by each subsidiary, if any, that guarantees indebtedness under the Revolving Credit Facility. On or after October 30, 2024, SK Intermediate II may on any one or more occasions redeem all or a portion of the Senior Notes at the redemption prices, expressed as percentages of principal amount set forth the Indenture, plus accrued and unpaid interest, if any, on the Senior Notes redeemed. In addition, prior to October 30, 2024, SK Intermediate II may, at its option, redeem up to 40% of the aggregate principal amount of the Senior Notes with funds in an aggregate amount not exceeding the net cash proceeds from certain equity offerings at a redemption price equal to 105.00% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest, if any. The Senior Notes are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by all of SK Intermediate II’s existing or future restricted subsidiaries (other than certain excluded subsidiaries) that guarantee the Revolving Credit Facility. The Senior Notes contain certain covenants limiting SK Intermediate II’s ability and the ability of the restricted subsidiaries (as defined in the indenture governing the Senior Notes) to, under certain circumstances, prepay subordinated indebtedness, pay distributions, redeem stock or make certain restricted investments; incur indebtedness; create liens on the SK Intermediate II’s’ assets to secure debt; restrict dividends, distributions or other payments; enter into transactions with affiliates; designate subsidiaries as unrestricted subsidiaries; sell or otherwise transfer or dispose of assets, including equity interests of restricted subsidiaries; effect a consolidation or merger; and change the Company’s line of business. Deferred financing costs incurred in connection with securing the Senior Notes were $11.0 million, which were capitalized and will be amortized using the effective interest method over the term of the Senior Notes and included in interest expense in the accompanying consolidated statements of operations and comprehensive income (loss). The unamortized portion of the deferred financing costs is included as a reduction to the carrying value of the Senior Notes which have been recorded as long-term debt, net on the consolidated balance sheets as of December 31, 2021. Redeemable Preferred Shares In connection with the Business Combination, SK Holdings along with officers and certain key employees of SK Intermediate contributed a portion of their investment in ordinary shares of SK Intermediate to the Company in exchange for 10 million Redeemable Preferred Shares, nominal value $10 per share, valued at $100.0 million. The Redeemable Preferred Shares are entitled to a preferred annual cumulative right to a dividend equal to 6.50% of its nominal value. The preferred dividend will generally be paid 40.00% in cash and 60.00% in kind each year within three The Company, under its articles of association (the “Articles”) is mandatorily required to redeem the Redeemable Preferred Shares at any time prior to the earliest of (i) six months following the latest maturity date of the above-mentioned Senior Notes, (ii) nine years after the date of issuance of the Redeemable Preferred Shares or (iii) upon the occurrence of a change of control, as defined in the Company’s Articles. The redemption price per share would be equal to the nominal value of the Redeemable Preferred Shares plus any accrued and unpaid preferential dividend, if any. If the Company fails to redeem the Redeemable Preferred Shares at the times noted above, the preferred dividend rate will permanently increase to the interest rate currently being paid (whether in default or not) under the Senior Credit Agreement plus 10.00%. Due to the fact that the Redeemable Preferred Shares are mandatorily redeemable, the Redeemable Preferred Shares are classified as a liability on the accompanying consolidated balance sheets, and $0.9 million of dividends on these Redeemable Preferred Shares for the Successor Period are classified as interest expense in the accompanying consolidated statements of operations and comprehensive income (loss). Holders of the Redeemable Preferred Shares generally have no voting rights. However, without the prior consent of the holders of a majority of the outstanding Redeemable Preferred Shares, the Company is prohibited from (i) issuing any shares ranking pari passu or senior to the Redeemable Preferred Shares, (ii) enter into a credit agreement or amend the terms of the Senior Notes in a manner that would adversely affect the redemption of Redeemable Preferred Shares by extending the maturity date under such credit facility or increase the restrictions on the Company’s ability to pay the cash portion of the preferred dividend, (iii) amending the Company’s charter or entering into, amending or altering any other agreement in any manner that would adversely affect Redeemable Preferred Shares or (iv) pay a cash dividend on PSSA Ordinary Shares until such time the Company has paid the cash portion of the preferred dividend in arrears. The Redeemable Preferred Shares have an aggregate liquidation preference of $100.0 million, plus any accrued and unpaid dividends thereon and is senior to the Company’s ordinary shares with respect to dividends and with respect to dissolution, liquidation or winding up of the Company. At December 31, 2021, the redemption price was $100.9 million. Predecessor On March 28, 2018, Invictus U.S., LLC and SK Intermediate II, two wholly owned subsidiaries of SK Intermediate, entered into credit agreements providing for committed credit facilities of $815.0 million, a substantial portion of which was used to fund the acquisition of the Company’s assets. The First Lien Credit Facility (the “First Lien”) consisted of a $545.0 million U.S. dollar term loan with a maturity of March 28, 2025, a multicurrency revolving credit facility (the “Revolver”), and a $16.0 million extension on the original term loan. The First Lien was issued with an original issue discount (“OID”) of 0.30%. Principal and interest payments were due on a monthly basis and any outstanding borrowings under the First Lien could be repaid without penalty. The First Lien was secured by substantially all of the assets of the Company. Interest was based on a floating rate indexed to either LIBOR plus an applicable margin, federal funds rate plus an applicable margin, or the prime rate plus an applicable margin. The First Lien contained a series of restrictive financial and nonfinancial covenants which, among other things, limited the ability of the Company to: i) incur additional indebtedness, ii) create liens, iii) make investments or make other restricted payments, iv) sell assets, v) substantially change the nature of the Company, and vi) enter into certain transactions with affiliates. On November 23, 2018, the Company executed the first amendment to the First Lien (the “Amendment”) for an incremental term loan in the amount of $16.0 million. Significant terms of the Amendment (including maturity, principal payment frequency, interest rate, and covenants) were identical to the First Lien. The Second Lien Credit Facility (the “Second Lien”) consisted of a $155.0 million U.S. dollar term loan with a maturity of March 28, 2026. There were no required principal payments on the Second Lien until maturity with interest payments due quarterly. The Second Lien was secured by substantially all of the assets of the Company and could be repaid without penalty. The Company repaid $15.0 million during 2020. Interest was based on a floating rate indexed to either LIBOR plus an applicable margin, federal funds rate plus an applicable margin, or the prime rate plus an applicable margin. The Second Lien contained a series of similar restrictive financial and nonfinancial covenants as the First Lien. As of December 31, 2020, the average effective interest rate for the First Lien and the Second Lien was 4.17% and 7.97%, respectively. The Revolver provided for maximum borrowings of $100.0 million with a maturity of March 28, 2023. Interest was based on the same terms as the First Lien and was subject to a 0.50% unused commitment fee. The Revolver also contained a $10.0 million standby letter of credit sub-facility sub-facility. sub-facilities. In accordance with the provisions of the First Lien, Second Lien, and the Revolver, the Company was required to make an annual mandatory principal prepayment on the First Lien and Second Lien to the extent the Company realized excess consolidated cash flow in a given fiscal year. During the 2020 Predecessor Period, the Company repaid $1.1 million from realized excess consolidated cash flows. As of December 31, 2020, SK Intermediate II was in compliance with all covenants. In connection with the consummation of the Business Combination, on the Closing Date, $541.5 million outstanding under the First Lien and $155.0 million outstanding under the Second Lien were repaid and the related unamortized debt issue costs of $11.0 million was charged to interest expense in the 2021 Predecessor Period in the accompanying consolidated statement of operations and comprehensive income (loss). |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 7. INCOME TAXES Income Tax Expense The Company’s income tax benefit (expense) consisted of the following components (in thousands): Successor Predecessor November 9, 2021 Through December 31, 2021 January 1, 2021 Through November 8, 2021 Year Ended December 31, 2020 2019 Current: Luxembourg $ (1 ) $ (11 ) $ (118 ) $ (120 ) U.S. Federal 1,295 (15,123 ) (7,546 ) (1,933 ) U.S. state and local 519 (6,201 ) (4,091 ) (470 ) Other foreign jurisdictions 2,192 (4,045 ) (1,412 ) (1,991 ) Total current 4,005 (25,380 ) (13,167 ) (4,514 ) Deferred: Luxembourg — — (930 ) (16 ) U.S. Federal 1,724 7,062 1,966 15,828 U.S. state and local 390 1,922 (213 ) 5,477 Other foreign jurisdictions (1,444 ) 2,260 1,861 899 Total deferred 670 11,244 2,684 22,188 Total income tax benefit (expense) $ 4,675 $ (14,136 ) $ (10,483 ) $ 17,674 The Company’s (loss) income before income taxes consists of the following components (in thousands): Successor Predecessor November 9, 2021 Through December 31, 2021 January 1, 2021 Through November 8, 2021 Year Ended December 31, 2020 2019 Luxembourg $ (657,511 ) $ (15,309 ) $ (1,230 ) $ 50 U.S. (23,500 ) 49,186 35,703 (60,660 ) Other foreign jurisdictions (4,121 ) 888 259 899 Total (loss) income before taxes $ (685,132 ) $ 34,765 $ 34,732 $ (59,711 ) The Company’s income tax expense differs from the amount computed by applying the Luxembourg statutory rate of 24.94% for the reasons set forth in the following table: Successor Predecessor November 9, 2021 Through December 31, 2021 January 1, 2021 Year Ended December 31, 2020 2019 Luxembourg statutory tax rate 24.94 % 24.94 % 24.94 % 24.94 % (Increase)/reduction in income tax rate: U.S. state and local income taxes, net 0.14 7.61 6.25 6.01 Effect of rates different from statutory (0.10 ) (5.84 ) (3.78 ) (3.68 ) Global intangible low-taxed — — — (1.37 ) Section 250 deduction (0.05 ) (2.20 ) (1.36 ) 0.78 Transaction costs (0.11 ) 0.02 — — Founders advisory fees (23.78 ) — — — Tax rate changes — 1.38 3.57 4.49 Changes in prior year estimates — — (2.73 ) 3.61 Change in valuation allowance (0.07 ) 12.47 5.12 (5.31 ) Other, net (0.29 ) 2.28 (1.83 ) 0.13 Effective tax rate 0.68 % 40.66 % 30.18 % 29.60 % Deferred Tax Assets and Liabilities Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting. Significant portions of the Company’s deferred tax assets and deferred tax liabilities are as follows (in thousands): Successor Predecessor December 31, December 31, Deferred Tax Assets: Net operating loss carryforwards $ 7,360 $ 4,492 Inventory — 58 Interest 4,161 5,812 Accrued liabilities 2,315 1,934 Goodwill and other intangibles 35 545 Other 1,821 546 Valuation allowance (5,598 ) (5,060 ) Total deferred tax assets 10,094 8,327 Deferred Tax Liabilities: Property, plant and equipment (10,077 ) (5,932 ) Goodwill and other intangibles (284,297 ) (114,514 ) Inventory (8,106 ) — Unremitted earnings (6,000 ) — Other (247 ) (43 ) Total deferred tax liabilities (308,727 ) (120,489 ) Net deferred tax liability $ (298,633 ) $ (112,162 ) At December 31, 2021, the Company had net operating loss carryforwards in Luxembourg of $17.9 million, which will expire, if unused, starting in 2034 and $0.3 million, which can be carried forward indefinitely. The Company has U.S. state net operating loss carryforwards of approximately $4.0 million on a net, post-apportionment basis, that will expire, if unused, starting in 2041. The Company has other foreign net operating loss carryforwards of $9.3 million, of which, the majority can be carried forward indefinitely. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and signed into law, which included, among other things, modifications on the limitation of business interest expense for tax years beginning in 2019 and 2020. The modifications to Section 163(j) of the Internal Revenue Code increase the allowable business interest deduction from 30% of adjusted taxable income to 50% of adjusted taxable income. As a result of the CARES Act, the Company utilized all interest expense incurred in 2020. Future regulatory guidance on the application on the CARES Act or new legislation related to the COVID-19 In assessing the realizability of deferred tax assets, the Company considers whether it is more-likely- than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning The valuation allowance for deferred tax assets as of December 31, 2021 and 2020 primarily relates to net operating loss and interest deduction limitation carryforwards that, in the judgment of the Company, are not more-likely-than-not As of December 31, 2021, the Company has provided deferred taxes of $6.0 million associated with withholding taxes on accumulated undistributed earnings generated by foreign subsidiaries. Earnings of countries within the European Union would be subject to zero withholding tax on future distributions of unremitted earnings. The Company continues to assert permanent reinvestment of the remaining undistributed earnings for which deferred taxes have not been provided for as of December 31, 2021. The computation of the potential deferred tax liability associated with these undistributed earnings is not practicable. If there are policy changes, the Company would record the applicable taxes in the period of change. Uncertain Tax Benefits The Company evaluates its tax positions and recognizes only tax benefits that, more likely than not, will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax position is measured at the largest amount of benefit that has a greater than 50.0% likelihood of being realized upon settlement. The Company did not have any uncertain tax benefits as of December 31, 2021 and 2020. As of December 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in the consolidated statement of operations and comprehensive income (loss). The Company files income tax returns in Luxembourg, U.S. federal and state jurisdictions, and other foreign jurisdictions. As of December 31, 2021, tax years 2018 through 2020 are subject to examination by the tax authorities in the U.S. The Alberta, Canada audit being conducted during the previous year has concluded as of January 12, 2022 and no material adjustments were identified. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is involved in various claims, actions, and legal proceedings arising in the ordinary course of business, including a number of matters related to the aqueous film forming foam litigation consolidated in the District of South Carolina multi-district litigation and other similar matters pending in other jurisdictions in the United States. The Company’s exposure to losses, if any, is not considered probable or reasonably estimable at this time. Commitments The Company has a supply agreement to purchase elemental phosphorus (P4) from a supplier through 2023. The contract price is tied to the contract year cost times a multiplier, subject to a market-driven benchmark price adjustment, which is generally settled once per year. The Company did not purchase the anticipated minimum pounds of P4 during the Successor Period, 2021 Predecessor Period, 2020 Predecessor Period or 2019 Predecessor Period. Further, the Company has no obligation to record, as there is no financial penalty owed to the vendor. Costs incurred under this supply agreement were $7.7 million, $36.1 million, $31.8 million and $30.5 million during the Successor Period, 2021 Predecessor Period, 2020 Predecessor Period and 2019 Predecessor Period, respectively. Leases The Company leases facilities and other machinery and equipment under long-term noncancelable operating leases through August 14, 2037. As of December 31, 2021, the future minimum rental payments required by the long-term noncancelable operating leases are as follows (in thousands): Amount Years Ending December 31: 2022 $ 4,026 2023 3,155 2024 2,387 2025 2,063 2026 1,954 Thereafter 3,102 Total $ 16,687 Minimum rental payments under operating leases are recognized on a straight-line basis over the term of the lease including any periods of free rent. Rent expense for operating leases for the Successor Period, 2021 Predecessor Period, 2020 Predecessor Period and 2019 Predecessor Period was $0.5 million, $2.9 million, $3.2 million and $3.1 million, respectively, of which $0.5 million, $2.5 million, $2.9 million and $2.8 million, respectively, was presented in cost of goods sold and $0.0 million, $0.4 million, $0.3 million and $0.3 million, respectively, was presented in selling, general, and administrative in the consolidated statements of operations and comprehensive income (loss). |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
EQUITY | 9. EQUITY Successor Ordinary Shares The Company’s authorized share capital is $4,100.0 million, consisting of 4.0 billion ordinary shares, with a nominal value of $1.00 per share and 10.0 million Redeemable Preferred Shares with a nominal value of $10.00 per share. Each ordinary share entitles the holder thereof to one vote. Due to the fact that the Redeemable Preferred Shares are mandatorily redeemable, the Redeemable Preferred Shares are classified as a liability on the accompanying consolidated balance sheets. Refer to Note 6, “Long-Term Debt and Redeemable Preferred Shares” for additional information about the Redeemable Preferred Shares. The Company’s board of directors (the “Board”) is authorized, up to the maximum amount of the authorized capital, to (i) increase the issued share capital in one or several tranches by way of issuance of ordinary or preferred shares with such rights as freely determined by the Board at its discretion, with or without share premium, against payment in cash or in kind, by conversion of claims on the Company or in any other manner (ii) issue subscription and/or conversion rights in relation to new shares or instruments within the limits of the authorized capital under the terms and conditions of warrants (which may be separate or linked to Shares), bonds, notes or similar instruments issued by the Company, (iii) determine the place and date of the issue or successive issues, the issue price, the terms and conditions of the subscription of and paying up on the new shares and instruments and (iv) remove or limit the statutory preferential subscription right of the shareholders and of the holders of instruments issued by the Company that entitle them to a preferential subscription right. As of December 31, 2021, there were 157,237,435 PSSA Ordinary Shares issued and outstanding. On December 7, 2021, subject to the approval of the shareholders of the Company, the Board authorized a share repurchase plan (the “Share Repurchase Plan”). Under the Share Repurchase Plan, the Company is authorized to repurchase up to $100.0 million of its issued and outstanding ordinary shares at any time during the next 24 months or, if different, such other timeframe as approved by the shareholders of the Company. Repurchases under the Share Repurchase Plan may be made, from time to time, in such quantities, in such manner and on such terms and conditions and at prices the Company deems appropriate. The Share Repurchase Plan does not obligate the Company to acquire any particular amount of ordinary shares and may be modified or suspended at any time and could be terminated prior to completion. The repurchase program will be funded with cash on hand or borrowings under the Company’s revolving credit facility. Any repurchased ordinary shares will be retired. The Company has not In accordance with the Luxembourg company law, from the annual net profits of the Company, at least 5% shall each year be allocated to a reserve (the “Legal Reserve”). That allocation to the Legal Reserve will cease to be required as soon and as long as the Legal Reserve amounts to 10% of the amount of the share capital of the Company. The general meeting of shareholders, upon the recommendation of the Company’s Board, shall resolve how the remainder of the annual net profits, after allocation to the Legal Reserve, will be disposed of by allocating the whole or part of the remainder to a reserve, by carrying it forward to the following financial year or by distributing it, together with carried forward profits, to the shareholders. As of December 31, 2021, the Company has not made any allocation to the Legal Reserve. Predecessor SK Intermediate made a $60.0 million capital distribution to SK Holdings in the 2021 Predecessor Period. Warrants In connection with the Merger, 34,020,000 EverArc Warrants issued and outstanding on the Closing Date were converted into the right to purchase PSSA Ordinary Shares, entitling the holder thereof to purchase one-fourth PSSA Warrants are subject to mandatory redemption at $0.01 per PSSA Warrant if at any time the average price per PSSA Ordinary Share equals or exceeds $18.00 for a period of ten any prior adjustment in accordance with the terms of the Warrant Instrument. Management considers this feature to be an early exercise contingency. The PSSA Warrants are classified within equity as they are indexed to the Company’s own equity and meet the criteria for equity classification, including the fact that there are no provisions that would require cash settlement of the PSSA Warrants. As of December 31, 2021, there were 34,019,900 PSSA Warrants issued and outstanding. |
SHARE-BASED COMPENSATION AND EM
SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS | 10. SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS Successor 2021 Equity Plan In connection with the Business Combination, the Company’s Board adopted, and its shareholders approved, the 2021 Equity Incentive Plan (the “2021 Equity Plan”). A total of 31,900,000 PSSA Ordinary Shares are authorized and reserved for issuance under the 2021 Equity Plan which provides for the grant of stock options (either incentive or non-qualified), As of December 31, 2021, the Company granted approximately 8,763,754 performance-based non-qualified non-employee “5-Year The Bridge Option will vest and become exercisable upon (i) the Company achieving an EBITDA target of $136.0 million for fiscal year 2021; and (ii) the recipient remaining in continuous service through the first anniversary of the grant date. No portion of the Bridge Option will be considered vested unless and until both conditions are met. The 5-Year The Company’s chief executive officer, (“CEO”), chief financial officer (“CFO”) and business director, North America Retardant and Services, are required to hold a minimum level of personal investment of $2.2 million, $1.9 million and $1.5 million, respectively, in PSSA Ordinary Shares pursuant to stock retention guidelines attached to their respective PBNQSO agreement. The aggregate value may include the fair market value of shares associated with underlying options over the exercise price, but half of the value must be attributable to PSSA Ordinary shares held by each officer. Each officer will have five years after grant date to comply with these requirements. The table below summarizes the PBNQSO activity: Number of Options Weighted-Average Exercise/Conversion Price Weighted-Average Aggregate Outstanding at November 9, 2021 — $ — Granted 8,763,754 $ 10.04 Exercised — $ — Forfeited — $ — Outstanding at December 31, 2021 8,763,754 $ 10.04 5.9 $ 34,086 Options vested and exercisable — $ — The weighted-average assumptions used to fair value the PBNQSO on the grant date using the Black-Scholes option-pricing model were as follows: 2021 Dividend yield — % Risk-free interest rate 1.19% to 1.37 % Expected volatility 42.74% to 51.05 % Expected life (years) 5.50 to 6.50 Weighted average exercise price of options granted $ 10.04 Weighted average fair value of options granted $ 6.15 Non-cash non-vested On December 7, 2021, the Company granted 100,000 shares of common stock to a consultant for his services to the Company in connection with the transactions contemplated by the Business Combination Agreement. The fair value per share on the grant date was $11.75. The shares vested upon grant. The grant date fair value of $1.2 million was recorded by the Company as an expense related to Business Combination and is reported in selling general and administrative expense in the Successor Period of the accompanying consolidated statements of operations and comprehensive income (loss). Founder Advisory Amounts As discussed in Note 12, Related Parties, following the Business Combination, the Company assumed, and agreed to pay, perform, satisfy and discharge in full, all of EverArc’s liabilities and obligations under the Founder Advisory Agreement previously executed between EverArc and EverArc Founder Entity. The key terms and conditions of the Founder Advisory Agreement are included in Note 12, Related Parties. As of the date of the Business Combination, 1.5% of 157,137,410 PSSA Ordinary Shares outstanding, or 2,357,061 PSSA Ordinary Shares, may be issued each year for the term of the arrangement as the Fixed Annual Advisory Amount. The Variable Annual Advisory Amount is based on the appreciation of the market price of PSSA Ordinary Shares if such market price exceeds certain trading price minimums and was valued using a Monte Carlo simulation model. Because up to 50% of the aggregate shares could be settled through a cash payment, 50% are classified as a liability and the remaining 50% is classified within equity. On February 15, 2022, the Company made a cash payment of $53.5 million to the EverArc Founder Entity, representing 40% of the fixed and variable advisory amounts owed for the year ended December 31, 2021. The remaining 60% was settled through the issuance of 5,952,992 PSSA Ordinary Shares at the volume weighted average stock price for the last ten trading days ending December 31, 2021. The fair value of the Fixed Annual Advisory Amount as of November 9, 2021 was calculated to be $197.4 million based on the closing share price of PSSA Ordinary Shares on November 9, 2021 of $12.00. The fair value of the Variable Annual Advisory Amount is determined using a Monte Carlo simulation because of the market condition (i.e., achievement of a specified share price) associated with this award and was determined to be $376.4 million. For Advisory Amounts classified within equity, the Company does not subsequently remeasure the fair value. For the Advisory Amounts classified as a liability, the Company remeasures the fair value at each reporting date. The key inputs into the Monte Carlo simulation model for the Variable Annual Advisory Amounts were as follows at initial measurement and at December 31, 2021, which was determined to be the date of first payment: November 9, 2021 December 31, 2021 Dividend yield — % — % Risk-free interest rate 1.47 % 1.52 % Expected volatility 35.00 % 37.50 % Expected life (years) 10.15 10.00 10-day $ 12.00 $ 13.63 All of the Founder Advisory Amounts vested on the date of the Business Combination because, the Company believes that, as a result of the consummation of the Business Combination, it has incurred an obligation equal to the present value of the Advisory Amounts. Share-based compensation expense related to the Advisory Amounts recognized by the Company during the Successor Period was $653.0 million. This consists of $574.4 million that was recognized on the Business Combination date and $78.6 million recognized on December 31, 2021 based on the change in fair value for liability-classified Advisory Amounts since the Closing Date. Compensation expense recorded by the Company in the future will depend upon changes in the fair value of the liability-classified Advisory Amounts. Predecessor Prior to the Business Combination, SK Invictus Holdings, LP, a Cayman limited partnership and the former ultimate parent of the Company (the “Parent”), established an Incentive Unit Grant agreement under which the Parent granted incentive units to individuals employed by the Company. The incentive units vest as follows: (i) 50% vest on the date on which the Company’s investors achieve a rate of return of at least 2.0x, (ii) an additional 25% vest on the date on which the Company’s investors achieve a rate of return of at least 2.5x, and (iii) the remaining 25% vest on the date on which the Company’s investors achieve a rate of return of at least 3.0x. The Business Combination resulted in the Company’s investors achieving a rate of return greater than 3.0x, which resulted in 100% of the incentive units vesting on the date of the Business Combination. On the Closing Date there were 103,820 incentive units outstanding. Since the incentive units are equity classified instruments, the Company measured the units at their grant date fair value. The Company measured the fair value of the incentive units using a Black-Scholes model. The grant date fair value of the incentive units that was recognized on the date of the Business Combination was $2.7 million. This amount was recognized on the “black-line” financial statements between the Predecessor and Successor periods because this amount is not directly attributable to either the Predecessor or Successor period but was instead contingent on the Business Combination. Savings and Investment Plans The Company sponsors a savings and investment plan under which a portion of employee contributions are matched. For the Successor Period, 2021 Predecessor Period, 2020 Predecessor Period and 2019 Predecessor Period the Company made matching contributions of $0.3 million, $0.9 million, $1.1 million and $1.0 million, respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 11. FAIR VALUE MEASUREMENTS Fair Value Measurement The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities approximates fair value due to the short-term nature of their maturities. Borrowings under the Company’s Revolving Credit Facility accrues interest at a floating rate tied to a standard short-term borrowing index, selected at the Company’s option, plus an applicable margin. The carrying amount of this floating rate debt approximates fair value based upon the respective interest rates adjusting with market rate adjustments. The carrying amount of the Company’s Senior Notes and Redeemable Preferred Shares also approximates fair value. The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or a liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 inputs: Other than quoted prices in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Liabilities by Hierarchy Level The following tables set forth the Company’s liabilities that were measured at fair value on a recurring basis during the period, by level, within the fair value hierarchy for the periods ended December 31, 2021 and 2020 (in thousands): Fair Value Measurements Using: Level 1 Level 2 Level 3 Total December 31, 2021 (Successor) Liabilities: Founders advisory fees payable—related party $ 114,276 $ — $ 251,513 $ 365,789 LaderaTech contingent earn-out non-current — — 19,979 19,979 Total liabilities $ 114,276 $ — $ 271,492 $ 385,768 December 31, 2020 (Predecessor) Liabilities: LaderaTech contingent earn-out non-current $ — $ — $ 19,816 $ 19,816 The fair value of the contingent consideration for LaderaTech was $20.0 million and $19.8 million as of December 31, 2021 and 2020, respectively. This consists of a QPL payment and an earn-out earn-out earn-out Changes in Level 3 Liabilities A roll forward of Level 3 liabilities measured at fair value on a recurring basis is as follows (in thousands): Founders Advisory Fees LaderaTech Contingent Earn-out Predecessor Balance, December 31, 2019 $ — $ — Acquired — 19,816 Balance, December 31, 2020 — 19,816 Settlements — (3,000 ) Loss on contingent earn-out — 2,965 Balance, November 8, 2021 $ — $ 19,781 Successor Balance, November 9, 2021 $ 188,204 $ 19,781 Change in fair value 63,309 — Loss on contingent earn-out — 198 Balance, December 31, 2021 $ 251,513 $ 19,979 Intangible Assets Acquired (Successor) The preliminary estimated fair value assigned to identifiable intangible assets acquired are determined primarily by using an income approach using a discounted cash flow methodology, which is based on assumptions and estimates made by the management. The preliminary estimated fair value of the customer relationship intangible assets was estimated using the multi-period excess earnings method. Management applied significant judgement related to this fair value method, which included the selection of an expected EBITDA margin assumption for the forecast period, contributory asset charges, customer attrition rate and market-participant discount rate assumptions. The preliminary estimated fair value of the existing technology and trademarks intangible assets were estimated using the relief-from-royalty method. Management applied significant judgement related to this fair value method, which included the selection of a royalty rate over the expected economic life of the technology or trademark and market-participant discount rate assumptions. These significant assumptions are based on company specific information and projections, which are not observable in the market (except for the discount rate assumption) and, therefore, are considered Level 2 and Level 3 measurements. These significant assumptions are forward-looking and could be affected by future changes in economic and market conditions. The following table presents the estimated fair value assigned to identifiable intangible assets acquired in the Business Combination (in thousands): Estimated Estimated Useful Life (in years) (1) Identifiable Intangible Assets: Tradenames $ 101,000 20 Customer lists 761,000 20 Existing technology and patents 250,000 20 Total estimated fair value of intangible assets acquired $ 1,112,000 (1) Amortization of identifiable intangible assets is performed on a straight-line basis over the applicable useful life. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | 12. RELATED PARTIES Successor On November 9, 2021, in connection with the consummation of the Business Combination, the Company, EverArc and the EverArc Founder Entity entered into an Assignment and Assumption Agreement (the “Founder Assignment Agreement”) pursuant to which the Company assumed, and agreed to pay, perform, satisfy and discharge in full, all of EverArc’s liabilities and obligations under the Founder Advisory Agreement. In exchange for the services provided to the Company, including strategic and capital allocation advice, the EverArc Founder Entity is entitled to receive both the Variable Annual Advisory Amount and the Fixed Annual Advisory Amount from the Company, each as described below: • Variable Annual Advisory Amount • in the first year in which the Variable Annual Advisory Amount is payable, (x) 18% of the increase in the market value of one ordinary share of the Company over $10.00 (such increase in market value, the “Payment Price”) multiplied by (y) 157,137,410 ordinary shares, the Founder Advisory Agreement Calculation Number; and • in the following years in which the Variable Annual Advisory Amount may be payable (if at all), (x) 18% of the increase in Payment Price over the previous year Payment Price multiplied by (y) 157,137,410 ordinary shares, the Founder Advisory Agreement Calculation Number. • Fixed Annual Advisory Amount. For 2021, the average price was $13.63 per PSSA Ordinary Share, resulting in a total Variable Annual Advisory Amount for 2021 of 7,525,906 ordinary shares, or a value of $102.5 million (the “2021 Variable Amount”). The EverArc Founder Entity also received the Fixed Annual Advisory Amount which was equal to 1.5% of 157,137,410 ordinary shares outstanding on the Closing Date: 2,357,061 ordinary shares or a value of $32.1 million, based on average price of $13.63 per PSSA Ordinary Share (the “2021 Fixed Amount” and together with the 2021 Variable Amount, the “2021 Advisory Amounts”). Per the Founder Advisory Agreement, the EverArc Founder Entity elected to receive approximately 60% of the 2021 Advisory Amounts in ordinary shares (5,952,992 ordinary shares) and approximately 40% of the Advisory Amounts in cash ($53.5 million). The Founder Advisory Agreement can be terminated at any time (i) by the EverArc Founder Entity if the Company ceases to be traded on the NYSE; or (ii) by the EverArc Founder Entity or the Company if there is (A) a Sale of the Company (as defined in the Founder Advisory Agreement) or (B) a liquidation of the Company. Subject to certain limited exceptions, the EverArc Founder Entity’s liability for losses in connection with the services provided is excluded and the Company will have agreed to indemnify the EverArc Founder Entity and its affiliates in relation to certain liabilities incurred in connection with acts or omissions by or on behalf of the Company or the EverArc Founder Entity. If the Founder Advisory Agreement is terminated under (i) or (ii)(A), the Company will pay the EverArc Founder Entity an amount in cash equal to: (a) the Fixed Annual Advisory Amount for the year in which termination occurs and for each remaining year of the term of the agreement, in each case at the Payment Price; and (b) the Variable Annual Advisory Amount that would have been payable for the year of termination and for each remaining year of the term of the agreement. In each case the Payment Price in the year of termination will be calculated on the basis of the Payment Year ending on the trading day immediately prior to the date of termination, save that in the event of a Sale of the Company, the Payment Price will be calculated on the basis of the amount paid by the relevant third party (or cash equivalent if such amount is not paid in cash). For each remaining year of the term of the agreement the Payment Price in each case will increase by 15% each year. No account will be taken of any Payment Price in any year preceding the termination when calculating amounts due on termination. Payment will be immediately due and payable on the date of termination of the Founder Advisory Agreement. As of December 31, 2021, the Company used a Monte Carlo simulation model to calculate the fair value of the Variable Annual Advisory Amount. The Company calculated the fair value of the Fixed Annual Advisory Amounts using the closing price of PSSA’s Ordinary Shares as of December 31, 2021. These approaches resulted in fair values of $213.3 million ($99.0 million classified as equity and $114.3 million classified as a liability) for the Fixed Annual Advisory Amount and $439.7 million ($188.2 million classified as equity and $251.5 million classified as a liability) for the Variable Annual Advisory Amount, of which 50% may be paid in cash and recorded as a liability and the remaining 50% would be settled in PSSA Ordinary Shares. As of the Business Combination date, the fair value of the Fixed Annual Advisory Amount was $198.0 million ($99.0 million classified as equity and $99.0 million classified as a liability) and the fair value of the Variable Annual Advisory Amount was $376.4 million ($188.2 million classified as equity and $188.2 million classified as a liability). While the entire instrument is subject to the fair value calculation described above, the amount classified and recorded as equity remains consistent while the amount classified and recorded as a liability is updated each period. Notwithstanding that the fixed and variable advisory amounts will be paid out over six years and ten years, respectively, the Company has accrued the full amount of the payments because, the Company believes that, as a result of the consummation of the Business Combination, it has incurred an obligation equal to the present value of the entire amount of both the variable and fixed annual advisory amounts. The 2021 Advisory Amounts of $134.7 million was disbursed, 60% in PSSA Ordinary Shares and 40% in cash, to the EverArc Founder Entity on February 15, 2022. In addition, the Management Subscribers were granted an aggregate of 1,104,810 PSSA Ordinary Shares at $10.00 per share as consideration and the Director Subscribers purchased an aggregate of 200,000 PSSA Ordinary Shares at $10.00 per share in connection with the closing of the Business Combination. Certain officers of the Company entered into non-compete The Company continues to have a purchase and sales agreement with the former owners of the original Invictus business (the “Sellers”) for specific raw materials. In the Successor Period, the Company sold raw materials at cost of $3.3 million to the Sellers. The Company also paid $0.1 million to lease real property from the sellers of Ironman in the Successor Period. Predecessor In the 2021 Predecessor Period, 2020 Predecessor Period and 2019 Predecessor Period, $0.9 million, $2.7 million and $9.2 million, respectively, was purchased from the Sellers in the ordinary course of business. Additionally, in the 2021 Predecessor Period, 2020 Predecessor Period and 2019 Predecessor Period the Company sold raw materials at cost of $11.7 million, $6.4 million and $6.7 million, respectively to the Sellers. Sales of raw materials are recorded net as “the agent” since the Company does not have the following: a) primary responsibility for fulfilling the promise to provide the specified good, b) inventory risk before the specified good is transferred to the customer, or c) discretion in establishing the prices for the specified good. This related party transaction is not at arm’s length. The Company entered into a transition services agreement (“TSA”) during 2018 with the Sellers to provide certain functional and infrastructure support for supply chain, information technology, human resources, finance and accounting, and other miscellaneous services for a period of time until the Company transitioned over such services. The Company paid $0.3 million in total fees under the TSA in the 2019 Predecessor Period, which is presented in selling, general, and administrative expenses in the consolidated statements of operations and comprehensive income (loss). The TSA arrangement ceased during the 2019 Predecessor Period and, as such, no further fees have been paid. SK Capital Partners IV-A, IV-A, The Company entered into multiple lease arrangements for real property with the sellers of Ironman in 2019 that the Company continues to occupy post-acquisition. The Company paid $0.3 million, $0.4 million and $0.3 million in rent and related expenses during the 2021 Predecessor Period, 2020 Predecessor Period and 2019 Predecessor Period, respectively. Additionally, in the 2019 Predecessor Period, the Company purchased $1.7 million in goods and services in the normal course of business from the sellers. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | 13. REVENUE RECOGNITION Disaggregation of revenues Amounts recognized at a point in time primarily relate to products sold whereas amounts recognized over time primarily relate to services associated with the full-service retardant contracts. Revenues for the Successor Period, 2021 Predecessor Period, 2020 Predecessor Period and 2019 Predecessor Period are as follows (in thousands): Successor Predecessor November 9, 2021 Through December 31, 2021 January 1, 2021 Year Ended December 31, 2020 2019 Revenues from products $ 20,242 $ 310,679 $ 320,681 $ 228,113 Revenues from services 692 27,220 17,137 9,295 Other revenues 89 3,416 1,759 1,902 Total net sales $ 21,023 $ 341,315 $ 339,577 $ 239,310 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 14. EARNINGS PER SHARE Basic earnings per share represents income available to ordinary shareholders divided by the weighted average number of ordinary shares outstanding during the reported period. Diluted earnings per share reflects the effect of the increase in shares outstanding determined by using the treasury stock method for awards issued under the Company’s 2021 Equity Plan; however, there were no dilutive shares for the periods presented. As of December 31, 2021, there were 8.8 million contingently issuable PBNQSOs outstanding that were excluded from the diluted earnings per share calculation because the contingencies had not been met. Additionally, warrants were excluded from the computation of diluted net (loss) income per share as the effect would have an antidilutive impact as the Company incurred net losses for the periods presented. As a result, diluted net loss per ordinary share is the same as basic net loss per common share for the period presented. Basic and diluted weighted average shares outstanding and earnings per share were as follows (in thousands, except share and per share data): Successor Predecessor November 9, 2021 Through December 31, 2021 January 1, 2021 Year Ended December 31, 2020 2019 Net (loss) income $ (680,457 ) $ 20,629 $ 24,249 $ (42,037 ) Basic and diluted (loss) earnings per share $ (4.33 ) $ 0.39 $ 0.46 $ (0.79 ) Weighted-average shares outstanding: Basic and diluted 157,158,579 53,045,510 53,045,510 53,045,510 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 15. SEGMENT INFORMATION The Company’s products and operations are managed and reported in two operating segments: Fire Safety and Oil Additives. The Fire Safety segment provides fire retardants and firefighting foams, as well as specialized equipment and services typically offered in conjunction with the Company’s retardant and foam products. The Oil Additives segment produces P2S5 primarily used in the preparation of lubricant additives, including a family of compounds called ZDDP, which is considered a critical component essential in the formulation of engine oils – its main function is to provide anti-wear protection to engine components. Interest income, interest expense, other income (expense) and certain corporate operating expenses are neither allocated to the segments nor included in the measures of segment performance by the chief operating decision-maker (“CODM”). The corporate category is not considered to be a segment. The CODM is the Company’s CEO. The Company’s CODM uses the segment net sales and Adjusted EBITDA to assess the ongoing performance of the Company’s business segments and to allocate resources. The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, as adjusted on a consistent basis for certain non-recurring non-recurring non-recurring Information related to net sales, Adjusted EBITDA, depreciation and amortization, assets and capital expenditures of the Company’s operations are summarized below (in thousands): Successor Predecessor For the Period November 9, 2021 Through December 31, 2021 For the Period Year Ended 2020 2019 Net sales: Fire safety $ 7,913 $ 253,267 $ 244,968 $ 151,161 Oil additives 13,110 88,048 94,609 88,149 Total $ 21,023 $ 341,315 $ 339,577 $ 239,310 Adjusted EBITDA: Fire safety $ (3,696 ) $ 121,589 $ 112,034 $ 44,748 Oil additives 1,838 21,703 23,977 16,841 Total segment Adjusted EBITDA (1,858 ) 143,292 136,011 61,589 Income tax benefit (expense) 4,675 (14,136 ) (10,483 ) 17,674 Depreciation and amortization 9,379 52,000 58,117 58,025 Interest and financing expense 6,352 39,087 42,017 51,655 Founders advisory fees—related party 652,990 — — — Transaction expenses 5,580 4,845 2,379 3,821 Share-based compensation expense 4,821 156 — — Non-cash 2,948 — — — Loss on contingent earn-out 198 2,965 — — Management fees — 1,073 1,281 1,366 Contingent future payments — 4,375 3,125 3,749 Unrealized foreign currency loss (gain) 1,006 4,026 (5,640 ) 2,684 Net (loss) income $ (680,457 ) $ 20,629 $ 24,249 $ (42,037 ) Depreciation and amortization: Fire safety $ 7,418 $ 36,994 $ 41,271 $ 40,761 Oil additives 1,961 15,006 16,846 17,264 Total $ 9,379 $ 52,000 $ 58,117 $ 58,025 Capital expenditures: Fire safety $ 529 $ 4,122 $ 1,288 $ 3,287 Oil additives 939 4,160 6,209 5,572 Total $ 1,468 $ 8,282 $ 7,497 $ 8,859 Successor Predecessor December 31, 2021 December 31, 2020 Assets: Fire safety $ 2,114,812 $ 793,040 Oil additives 466,748 345,166 Total $ 2,581,560 $ 1,138,206 Net sales by geographical area is as follows (in thousands): Successor Predecessor For the Period November 9, 2021 Through December 31, 2021 For the Period Year Ended December 31, 2020 2019 United States 52 % 75 % 82 % 65 % International sales (1) 48 25 18 35 Total net sales 100 % 100 % 100 % 100 % (1) Except for Spain, which represented 11% of sales in the Successor Period due to the shortened reporting period, the Company had no other operations in any individual international country that represented more than 10% of sales in the Successor Period, 2021 Predecessor Period, 2020 Predecessor Period and 2019 Predecessor Period. Property, plant and equipment, net by geographical area consisted of the following (in thousands): Successor Predecessor December 31, December 31, United States $ 37,159 $ 29,155 Canada 3,512 3,403 Germany 17,199 13,487 Other foreign jurisdictions 4,377 2,190 Total property, plant and equipment, net $ 62,247 $ 48,235 |
PARENT COMPANY INFORMATION
PARENT COMPANY INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
PARENT COMPANY INFORMATION | 16. PARENT COMPANY INFORMATION PERIMETER SOLUTIONS, SA PARENT COMPANY INFORMATION CONDENSED BALANCE SHEET (SUCCESSOR) (in thousands) December 31, Assets Current assets: Cash and cash equivalents $ 216,413 Intercompany receivable 14,325 Prepaid expenses and other current assets 8,195 Total current assets 238,933 Other assets: Investment in subsidiaries 1,352,389 Intercompany note receivable 20,000 Total assets $ 1,611,322 Liabilities and Shareholders’ Equity Current Liabilities: Accounts payable $ 455 Intercompany payable 60,566 Founders advisory fees payable—related party 53,547 Accrued expenses and other current liabilities 636 Total current liabilities 115,204 Founders advisory fees payable—related party 312,242 Redeemable preferred shares 96,867 Redeemable preferred shares—related party 3,699 Total liabilities 528,012 Shareholders’ equity: Total shareholders’ equity 1,083,310 Total liabilities and shareholders’ equity $ 1,611,322 See accompanying notes to condensed financial statements. PERIMETER SOLUTIONS, SA PARENT COMPANY INFORMATION CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (SUCCESSOR) (in thousands) November 9, 2021 through Operating expenses: Selling, general and administrative expense $ 2,254 Founders advisory fees—related party 652,990 Total operating expenses 655,244 Operating loss (655,244 ) Other expenses 934 Loss before undistributed earnings of subsidiaries (656,178 ) Undistributed earnings of subsidiaries (24,279 ) Net loss (680,457 ) Total comprehensive loss $ (680,457 ) PERIMETER SOLUTIONS, SA PARENT COMPANY INFORMATION CONDENSED STATEMENT OF CASH FLOWS (SUCCESSOR) (in thousands) November 9, 2021 through Cash flows from operating activities: Net loss $ (680,457 ) Adjustments to reconcile net loss to net cash used in operating activities Equity in earnings of subsidiaries 24,279 Interest and payment-in-kind 944 Share-based compensation 1,182 Share-based compensation—Founders advisory fees—related party (equity settled) 287,200 Changes in operating assets and liabilities, net of acquisitions: Intercompany receivable (14,325 ) Prepaid expenses and current other assets (8,195 ) Accounts payable 455 Accrued expenses and other current liabilities 889 Founders advisory fees—related party (cash settled) 365,789 Net cash used in operating activities (22,239 ) Cash flows from investing activities: Investment in subsidiaries (1,209,155 ) Intercompany note receivable (20,000 ) Net cash used in investing activities (1,229,155 ) Cash flows from financing activities: Sale of PSSA Ordinary Shares issued to Director Subscribers 2,000 Net cash provided by financing activities 2,000 Net change in cash and cash equivalents (1,249,394 ) Cash and cash equivalents, beginning of period 1,465,807 Cash and cash equivalents, end of period $ 216,413 Non-cash Redeemable preferred shares issued as consideration for business combination $ 100,000 Management Subscribers rollover contribution $ 11,048 See accompanying notes to condensed financial statements. PERIMETER SOLUTIONS, SA PARENT COMPANY INFORMATION NOTES TO CONDENSED FINANCIAL STATEMENTS (SUCCESSOR) 1. Basis of Presentation The condensed parent-only financial statements have been prepared in accordance with Rule 12-04, S-X, Perimeter Solutions, SA, (the “Parent Company”), has no material assets or standalone operations other than its ownership in its consolidated subsidiaries, the redeemable preferred shares described in Notes 6 and 9, the cash from the proceeds of sale of PSSA Ordinary Shares described in Note 3, and the Founder Advisory Fees described in Notes 10 and 12 under the terms of the Revolving Credit Facility entered into by the SK Intermediate II, a wholly owned subsidiary of SK Intermediate, which itself is a wholly owned subsidiary of Perimeter Solutions, SA, SK Intermediate II is restricted from making dividends, distributions, or other payments to Perimeter Solutions, SA. As of December 31, 2021, substantially all of the consolidated net assets of SK Intermediate II are considered restricted net assets as defined in Rule 4-08(e)(3) S-X. The accompanying condensed financial statements include the accounts of the Parent Company and, on an equity basis, its direct and indirect subsidiaries and affiliates. Accordingly, these condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, the Parent Company’s investments in subsidiaries are presented under the equity method of accounting. These condensed parent company financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements, with the only exception being that the parent company accounts for its subsidiaries using the equity method. These condensed parent-only financial statements should be read in conjunction with the consolidated financial statements and related notes thereto. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation In connection with the Business Combination, the Merger was accounted for as a common control transaction, where substantially all of the net assets of PSSA will be those previously held by EverArc and are recognized by PSSA at EverArc’s carrying value. Upon the acquisition of SK Intermediate, PSSA was determined to be the legal and accounting acquirer (the “Successor”) and SK Intermediate was deemed to be the accounting predecessor (the “Predecessor”). The business combination of SK Intermediate was accounted for using the acquisition method of accounting and the Successor financial statements reflect a new basis of accounting based on the fair value of the net assets acquired. As a result of the application of the acquisition method of accounting, the Company’s consolidated financial statements and certain presentations are separated into two distinct periods to indicate the different ownership and accounting basis between the periods presented, the period before the consummation of the Business Combination, which includes the period from January 1, 2021 to November 8, 2021 (the “2021 Predecessor Period”); the year ended December 31, 2020 (the “2020 Predecessor Period”); the year ended December 31, 2019 (the “2019 Predecessor Period”); and the period on and after the consummation of the Business Combination, from the Closing Date to December 31, 2021 (the “Successor Period”). The accompanying consolidated statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Perimeter Solutions is an emerging growth company (“EGC”) as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGC. As an EGC, the Company has elected, under Section 107(b) of the JOBS Act, to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements have been prepared in accordance with U.S. GAAP. The consolidated financial statements include the accounts of the Company and its subsidiaries after elimination of intercompany transactions and balances. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates made by management in connection with the preparation of the accompanying consolidated financial statements include the fair value of purchase consideration and assets acquired and liabilities assumed in a business combination, the useful lives of long-lived assets, inventory valuations, the allocation of transaction price among various performance obligations, the allowance for doubtful accounts, the fair value of financial assets and liabilities, valuation of goodwill, indefinite life intangible assets, stock options, founder advisory fees, contingent earn-out |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash in banks. For purposes of reporting cash and cash equivalents, the Company considers all deposits with an original maturity of three months or less to be cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amounts due from customers for products or services provided. The Company maintains an allowance for bad debts for estimated losses inherent in its accounts receivable. The Company evaluates the collectability of its accounts receivable based upon a number of factors, including historical experience, the likelihood of payment from its customers, and any other known specific factors associated with its customers. Account balances are charged-off |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value using the weighted-average cost method. The Company evaluates inventories periodically during each reporting period for obsolete, excess, or slow-moving products and will record any adjustment, if necessary, to report these items at an estimated net realizable value. As of December 31, 2021 and 2020, the reserve for inventory obsolescence was insignificant. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment acquired in business combinations are recorded at fair value at the date of acquisition. All other property, plant and equipment are stated at cost less accumulated depreciation. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheets and the resulting gain or loss is reflected in the consolidated statements of operations and comprehensive income (loss) in the period realized. Costs of maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Years Buildings 30–40 years Furniture and fixtures 1–8 Years Machinery and equipment 1–26 Years Vehicles 1–8 Years Leasehold improvements Shorter of remaining lease term or estimated useful life |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition accounting method, which requires it to determine the fair value of identifiable assets acquired and liabilities assumed, including any contingent consideration, to properly allocate the purchase price to the individual assets acquired and liabilities assumed and record any residual purchase price as goodwill in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. The Company records assets acquired and liabilities assumed at their respective fair value at the date of acquisition. Management uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date. Such estimates are inherently uncertain and may be subject to refinement. If the initial accounting for the business combination has not been completed by the end of the reporting period in which the business combination occurs, provisional amounts are reported to present information about facts and circumstances that existed as of the acquisition date. During the measurement period of up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill, to the extent such information was not available to the Company at the acquisition date to determine such amounts. Accounting for business combinations requires the Company to make significant estimates and assumptions at the acquisition date, including estimates of the fair value of acquired inventory, property and equipment, identifiable intangible assets, contractual obligations assumed, preacquisition contingencies, where applicable, and equity issued. Significant assumptions relevant to the determination of the fair value of the assets acquired and liabilities assumed include, but are not limited to, future expected cash flows, discount rates, royalty rates, and other assumptions. The approach to valuing an initial contingent consideration associated with the purchase price also uses similar unobservable factors such as projected revenues and expenses over the term of the contingent earn-out All acquisition-related costs, other than the costs to issue debt or equity securities, are accounted for as expenses in the period in which they are incurred. Changes in the fair value of contingent consideration arrangements that are not measurement period adjustments are recognized in earnings. |
Goodwill | Goodwill Goodwill is deemed to have an indefinite life and is subject to at least annual impairment assessments at the reporting unit level or more frequently when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred. The Company conducts an annual impairment test on October 1st each year. The Company performs a qualitative assessment to determine whether it is more likely than not that goodwill is impaired. Factors utilized in the qualitative assessment include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and Company specific events. If the qualitative assessment indicates it is more likely than not that goodwill is impaired, the entity performs a quantitative assessment, which consists of a comparison of the fair value of the reporting unit with its carrying amount. The Company’s reporting units are either its operating business segments or one level below its operating business segments for which discrete financial information is available and for which operating results are regularly reviewed by the business management. The Company estimates the fair value based on present value techniques involving future cash flows. Future cash flows for all reporting units include assumptions about revenue growth rates, adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) margins, discount rate as well as other economic or industry-related factors. Significant management judgment is involved in estimating these variables and they include inherent uncertainties since they are forecasting future events. The Company performs a sensitivity analysis by using a range of inputs to confirm the reasonableness of these estimates being used in the goodwill impairment analysis. The Company uses a Weighted Average Cost of Capital (“WACC”) approach to determine its discount rate for goodwill recoverability testing. WACC calculation incorporates industry-weighted average returns on debt and equity from a market perspective. The factors in this calculation are largely external to the Company and, therefore, are beyond its control. There was no impairment of goodwill during the Successor Period, 2021 Predecessor Period, 2020 Predecessor Period or 2019 Predecessor Period. |
Intangible Assets | Intangible Assets The Company evaluates the recoverability of indefinite-life intangible assets on an annual basis or when events or changes in circumstances indicate that these assets might be impaired. The Company performs a qualitative assessment to determine whether it is more likely than not that an indefinite-life intangible asset is impaired. If the qualitative assessment indicates it is more likely than not that the indefinite-life intangible asset is impaired, the entity performs a quantitative assessment, which consists of a comparison of the fair value of the asset with its carrying amount. The fair value techniques used require management judgment and estimates may include revenue growth rates, projected operating margins, changes in working capital, royalty rates and discount rates. If the carrying value of an intangible asset exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess. The Company conducts an annual impairment test on October 1 each year. There were no impairments of indefinite-life intangible assets during the 2021 Predecessor Period, 2020 Predecessor Period or 2019 Predecessor Period. There are no indefinite-life intangible assets in the Successor Period. Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives, which vary depending on the type of intangible assets. Costs to maintain and extend intangible assets are expensed as incurred. In determining the estimated useful lives of definite-lived intangibles, the Company considers the nature, competitive position, life cycle position and historical and expected future operating cash flows of each acquired assets, as well as its commitment to support these assets through continued investment and legal infringement protection. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets include acquired property, plant, and equipment and intangible assets subject to amortization. The Company evaluates the recoverability of long-lived assets for possible impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. Such events and changes may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in the Company’s business strategy. The Company determines the recoverability of such assets by comparing an asset’s respective carrying value to estimates of the sum of the undiscounted future cash flows expected to result from its asset group. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. There were no impairments of long-lived assets during the Successor Period, 2021 Predecessor Period, 2020 Predecessor Period or 2019 Predecessor Period. |
Revenue Recognition | Revenue Recognition The Company follows the guidance in ASC Topic 606, Revenue from Contracts with Customers The Company derives its revenue from contracts with customers, which comprise of following principal activities as described: • Full-service air base fire retardant includes sales from the supply and service of fire retardant to designated air tanker bases. The Company provides fire retardant product, the related equipment, and service personnel who operate the related equipment at the designated air tanker bases for the period specified in the contract with respect to each designated air tanker base. Product revenues are recognized at the point in time when product is shipped and control is transferred to the customer, typically when the product is consumed by the customer. The component of service revenue is recognized ratably over time as the customer simultaneously receives and consumes the services. The Company has entered into full-service U.S. Forest Service (“USFS”) contracts. These contracts are between Perimeter Solutions and the USFS for supply and service of long-term fire retardant to the designated air tanker bases of certain U.S. Government agencies. The revenue derived from these contracts is comprised of three performance obligations, namely product sales, providing operations and maintenance personnel services and leasing of specified equipment. The performance obligation for product sales is satisfied at a point in time, while for services and leases it is a “stand-ready obligation” and the revenue is recognized straight-line over the service period. Control of a product is deemed to be transferred to the customer upon shipment or delivery. • Fire retardant, suppressant, and related equipment includes domestic and international sales of fire retardant and fire suppressant products. Product revenues are recognized at the point in time when control of the product is transferred to the customer which is upon shipment or delivery of the product to the customer, depending on the underlying contract terms. • Oil additives includes domestic and international sales of oil additive products by the Company entities in the U.S. and Germany. Product revenues are recognized at the point in time when control of the product is transferred to the customer which is upon shipment or delivery of the product to the customer, depending on the underlying contract terms. The Company uses the policy election to account for the shipping and handling activities as activities to fulfill the Company’s promise to transfer goods to the customer, rather than as a performance obligation. Accordingly, the costs of the shipping and handling activities are accrued for at the time of shipment. The transaction price of a contract, or the amount the Company expects to receive upon satisfaction of all performance obligations, is determined by reference to the contract’s terms and includes adjustments, if applicable, for any variable consideration, such as sales incentives, wherever these adjustments are material. The transaction price is variable and is based upon gallons of product consumed by the customer during the service period i.e., mobilization period, which typically lasts during May through September. The Company includes the estimated amount of variable consideration in transaction price that it expects to receive to the extent it is probable that a significant revenue reversal will not occur. Sales and other taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, which are collected by the Company from a customer, are excluded from revenue. Payment terms vary by contract and sales to customers are deemed collectible at the time of sale based on customer history, prior credit checks, and controls around customer credit limits. The Company does provide for the right to return; however, most of the product is used at the point of purchase and returns are minimal. Therefore, there is no estimated obligation for returns. Standard terms of delivery are generally included in the Company’s contracts of sale, order confirmation documents and invoices. Cost to Obtain Contract Incremental costs of obtaining a contract include only those costs that are directly related to the acquisition of contracts, including sales commissions, and that would not have been incurred if the contract had not been obtained. The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it is expected that the economic benefit and amortization period will be longer than one year. Costs to obtain contracts were not material in the periods presented. Deferred Revenue Deferred revenue represents billings under noncancelable contracts before the related product or service is transferred to the customer. The portion of deferred revenue that is anticipated to be recognized as revenue during the succeeding twelve-month period is recorded as deferred revenue and the remaining portion is recorded as deferred revenue, non-current. The contracts entered by the Company have duration of one year or more. Any billings made to the customer during the financial year for which the related product or service is yet to be delivered on the cutoff date, i.e., December 31, is recognized as deferred revenue. Deferred revenue was $0.4 million and $0.3 million as of December 31, 2021 and 2020, respectively. For full-service fire-retardant contracts, the Company identifies the fire-retardant product and the services as separate units of account. Substantially all performance obligations are satisfied by the end of the annual financial reporting period and the allocation of transaction price to each performance obligation does not have an impact on the recognition and measurement of revenues for the annual reporting period. There were no contract assets, contract obligations, or material rights as of December 31, 2021 and 2020. |
Deferred Financing Fees | Deferred Financing Fees Successor As of December 31, 2021, the unamortized debt issue costs of $10.9 million for the Company’s Senior Notes are carried as a contra liability and are amortized over the term of the related debt using the effective interest method. As of December 31, 2021, unamortized deferred financing costs of $2.2 million for the Company’s five-year revolving credit facility (the “Revolving Credit Facility”) is carried as a long-term asset and is amortized on a straight-line basis into interest expense over the term of the Revolving Credit Facility. Amortization of deferred financing fees for the Successor Period for the Senior Notes and Revolving Credit Facility was $0.2 million and $0.1 million, respectively, and is presented as a component of interest expense in the consolidated statements of operations and comprehensive income (loss). Predecessor As of December 31, 2020, unamortized original issue discount and other debt issuance costs of $13.4 million for the Company’s term loans were carried as a contra liability and are amortized over the term of the related debt using the effective interest method. As of December 31, 2020 unamortized deferred financing costs of $1.2 million for the Company’s revolving line of credit was carried as a long-term asset and amortized on a straight-line basis into interest expense over the term of the facility. In connection with the Business Combination, on the Closing Date, the unamortized original issue discount and debt issuance costs of $11.0 million on term loans and unamortized deferred financing costs of $0.8 million on revolving line of credit were written off to interest expense upon extinguishment of the related debt. Amortization of deferred financing fees for the 2021 Predecessor Period, 2020 Predecessor Period and 2019 Predecessor Period for the term loans and revolving line of credit was $14.6 million, $3.5 million and $3.6 million, respectively, and is presented as a component of interest expense in the consolidated statements of operations and comprehensive income (loss). |
Income Taxes | Income Taxes Income taxes are accounted for under the asset-and-liability financial statement carrying amounts of existing assets and liabilities, as well as loss and tax credit carryforwards and their respective tax bases measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income in assessing the need for a valuation allowance. Deferred tax assets and deferred tax liabilities are presented as non-current The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not (greater than 50% likely) to be realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in income tax expense (benefit). The Company makes adjustments to these reserves in accordance with the income tax guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results. Under the Tax Cuts and Jobs Act, the Global Intangible Low-Taxed |
Leases | Leases The Company’s leases have been accounted for and reported in accordance with ASC Topic 840, Leases. Total lease payments over the non-cancellable |
Contingencies | Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. When a single amount cannot be reasonably estimated but the cost can be estimated within a range, the Company accrues the minimum amount. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Foreign Currencies | Foreign Currencies The functional and reporting currencies for all Luxembourg entities are in U.S. dollars. The functional currency for the Company’s remaining non-U.S. foreign subsidiaries are translated into U.S. dollars using the exchange rate in effect as of the balance sheet date except for non-monetary Transactions denominated in currencies other than the functional currency are remeasured based on the exchange rates at the time of the transaction. Foreign currency gains and losses arising primarily from changes in exchange rates on foreign currency denominated intercompany loans and other intercompany transactions and balances between foreign locations are recorded in the consolidated statements of operations and comprehensive income (loss). Realized and unrealized gains (losses) resulting from transactions conducted in foreign currencies for the Successor Period, 2021 Predecessor Period, 2020 Predecessor Period and 2019 Predecessor Period were $(1.0) million, $(4.1) million, $5.8 million and $(1.7) million, respectively. |
Share-Based Compensation | Share-Based Compensation Performance stock options—Successor The Company recognizes compensation costs related to stock options granted to employees and non-employees • Exercise price. • Fair Market Value of Common Stock. • Expected term. • Expected volatility. • Risk-free interest rate. • Dividend yield. Restricted stock units—Successor Restricted stock units are valued using the market price of the Company’s ordinary shares on the grant date. The grant date fair value of the restricted stock units is expensed on a straight-line basis over the applicable vesting period. Founder Advisory Fees—Successor Pursuant to the advisory agreement entered into on December 12, 2019 by EverArc (“Founder Advisory Agreement”) with EverArc Founders, LLC, a Delaware limited liability company (“EverArc Founder Entity”), which is owned and operated by William N. Thorndike, Jr., W. Nicholas Howley, Tracy Britt Cool, Vivek Raj and Haitham Khouri (“EverArc Founders”). Upon consummation of the Business Combination, the Company assumed the Founder Advisory Agreement. The EverArc Founder Entity, for the services provided to the Company, including strategic and capital allocation advice, will be entitled to receive both a fixed amount (the “Fixed Annual Advisory Amount”) and a variable amount (the “Variable Annual Advisory Amount,” each an “Advisory Amount” and collectively, the “Advisory Amounts”) until the years ending December 31, 2027 and 2031, respectively. Under the Founder Advisory Agreement, at the election of the EverArc Founder Entity, at least 50% of the Advisory Amounts will be paid in PSSA Ordinary Shares and remainder in cash. The Advisory Amounts to be paid in PSSA Ordinary Shares is recorded within shareholders’ equity at grant date fair value and the Advisory Amounts to be paid in cash is recorded as liability in the accompanying consolidated balance sheets. For the Advisory Amounts classified as liability, the Company will remeasure the fair value at each reporting date using the Monte Carlo simulation model. The Fixed Annual Advisory Amount equals to 1.5% of 157,137,410 ordinary shares outstanding on the Closing Date multiplied by the year end closing price of PSSA’s Ordinary Shares and the Variable Annual Advisory Amount is based on the appreciation of the market price of its ordinary shares if such market price exceeds certain trading price minimums using the Monte Carlo simulation model. Incentive Units—Predecessor The fair value of each incentive unit was estimated at the grant date using the Black-Scholes option-pricing model with the following assumptions. Volatility was based on average historical volatilities for public companies in similar industries over the expected term of the incentive unit. The expected term of incentive units represents the period of time that incentive units granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the incentive unit was based on the U.S. Treasury yield curve in effect at the time of grant. The valuation methodology included estimates and assumptions that required SK Intermediate’s judgment. Significant inputs used to determine estimated fair value of the incentive units include the equity value of SK Intermediate and expected timing of a liquidity event or other outcomes. |
Fair Value Measurements | Fair Value Measurements The Company determines the fair value of financial and non-financial |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to credit risk primarily consist of cash and cash equivalents, and accounts receivable. At December 31, 2021, the Company had $225.6 million of cash and cash equivalents. The Company’s cash and cash equivalents are maintained with various financial institutions and the deposits with these institutions may exceed the amount of insurance provided on such deposits. However, the Company regularly monitors the financial stability of its financial institutions and believes that the Company is not exposed to any significant default risk. For accounts receivable, the Company is exposed to credit risk in the event of nonpayment by customers to the extent of the amounts recorded on the consolidated balance sheets. Three of the Company’s customers in the |
Net Income (Loss) Per Share of Ordinary Shares | Net Income (Loss) Per Share of Ordinary Shares The Company’s basic earnings per share (“EPS”) is computed based on the weighted average number of PSSA Ordinary Shares outstanding for the period. Diluted EPS includes the effect of the Company’s outstanding performance-based stock options and warrants for PSSA Ordinary Shares if the inclusion of these items is dilutive. The treasury stock method is used in determining the number of PSSA Ordinary Shares assumed to be issued from the exercise of ordinary share equivalents. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, 2018-11, The Company has determined its portfolio of leased assets and is completing its review of all related contracts to determine the impact the adoption will have on its consolidated financial statements and related disclosures. Upon adoption, the Company will recognize right of use assets and lease liabilities for certain commitments related to real estate, vehicles, and field equipment that are currently accounted for as operating leases. To track these lease arrangements and facilitate compliance with this ASU, the Company is implementing a third-party lease accounting software solution and is in the process of designing processes and internal controls. The adoption of this ASU will increase asset and liability balances on the consolidated balance sheets due to the required recognition of right of use assets and corresponding lease liabilities and will result in changes to the Company’s existing accounting policies, business processes, and internal controls. The Company plans to elect the available practical expedients provided in the standard and adopt Topic 842 as of January 1, 2022 at December 31, 2022 on its Form 10-K 2018-11 In June 2016, the FASB issued ASU No. 2016-13, 2019-04, 2019-05 2019-11. In December 2019, the FASB issued ASU No. 2019-12, those fiscal years, beginning after December 15, 2020. The Company adopted ASU 2019-12 In March 2020, the FASB issued ASU No. 2020-04, No. 2021-01, |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Property, Plant and Equipment Useful Lives | Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Years Buildings 30–40 years Furniture and fixtures 1–8 Years Machinery and equipment 1–26 Years Vehicles 1–8 Years Leasehold improvements Shorter of remaining lease term or estimated useful life Property, plant and equipment, net by geographical area consisted of the following (in thousands): Successor Predecessor December 31, December 31, United States $ 37,159 $ 29,155 Canada 3,512 3,403 Germany 17,199 13,487 Other foreign jurisdictions 4,377 2,190 Total property, plant and equipment, net $ 62,247 $ 48,235 |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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): 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. In accordance with the acquisition method of accounting, the purchase price for the SK Intermediate acquisition has been allocated to the assets acquired and liabilities assumed based on their estimated fair values 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 20,200 Deferred tax liability (5,282 ) Total fair value of net assets acquired 14,926 Goodwill 6,906 Total $ 21,832 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 ) 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 ) |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Balance Sheet Components | Details of certain balance sheet items are presented below (in thousands): Successor Predecessor December 31, December 31, Inventory: Raw materials and manufacturing supplies $ 34,008 $ 25,695 Work in process 213 306 Finished goods 75,866 32,783 Total inventory $ 110,087 $ 58,784 Prepaid Expenses and Other Current Assets: Advance to vendors $ 2,984 $ 7,343 Prepaid insurance 8,441 125 Other 2,736 3,938 Total prepaid expenses and other current assets $ 14,161 $ 11,406 Property, Plant and Equipment: Buildings $ 4,021 $ 6,768 Leasehold improvements 2,301 1,146 Furniture and fixtures 558 416 Machinery and equipment 50,177 51,286 Vehicles 4,579 4,311 Construction in progress 1,983 5,069 Total property, plant and equipment, gross 63,619 68,996 Less: Accumulated depreciation (1,372 ) (20,761 ) Total property, plant and equipment, net $ 62,247 $ 48,235 Accrued Expenses and Other Current Liabilities: Accrued bonus $ 7,728 $ 4,653 Accrued salaries 900 2,779 Accrued employee benefits 591 511 Accrued interest 5,341 79 Accrued purchases 1,930 2,347 Accrued taxes 355 2,905 Accrued construction — 1,319 Other 2,180 1,452 Total accrued expenses and other current liabilities $ 19,025 $ 16,045 Other Non-Current LaderaTech contingent earn-out $ 19,979 $ 19,816 Other 2,216 1,335 Total other non-current $ 22,195 $ 21,151 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill | The changes in the carrying amount of goodwill by reportable segment are as follows (in thousands): Fire Safety Oil Additives Total Predecessor Balance, December 31, 2019 $ 354,827 $ 118,367 $ 473,194 Business acquired 6,906 — 6,906 Foreign currency translation 1,034 907 1,941 Balance, December 31, 2020 362,767 119,274 482,041 Business acquired 5,385 — 5,385 Foreign currency translation 286 (605 ) (319 ) Balance, November 8, 2021 $ 368,438 $ 118,669 $ 487,107 Successor Balance, November 9, 2021 $ 871,425 $ 174,470 $ 1,045,895 Foreign currency translation (3,618 ) (952 ) (4,570 ) Balance, December 31, 2021 $ 867,807 $ 173,518 $ 1,041,325 |
Summary of Definite Lived Intangible Assets | Intangible assets and related accumulated amortization as of December 31, 2021 and 2020 are as follows (in thousands): Successor—December 31, 2021 Estimated Gross Value Foreign Accumulated Net Book Definite Lived Intangible Assets: Existing technology and patents 20 $ 250,000 $ (836 ) $ (1,796 ) $ 247,368 Customer lists 20 761,000 (2,059 ) (5,482 ) 753,459 Tradenames 20 101,000 (268 ) (727 ) 100,005 Balance, December 31, 2021 $ 1,112,000 $ (3,163 ) $ (8,005 ) $ 1,100,832 Predecessor—December 31, 2020 Estimated Gross Value Foreign Accumulated Net Book Definite Lived Intangible Assets: Existing technology 15 $ 158,730 $ 1,747 $ (25,903 ) $ 134,574 Customer lists 10 419,900 96 (115,688 ) 304,308 Patents 7 1,759 136 (541 ) 1,354 Tradenames 10 900 2 (188 ) 714 Indefinite Lived Intangible Assets: Tradenames Indefinite 32,700 50 — 32,750 Balance, December 31, 2020 $ 613,989 $ 2,031 $ (142,320 ) $ 473,700 |
Summary of Indefinite-Lived Intangible Assets | Intangible assets and related accumulated amortization as of December 31, 2021 and 2020 are as follows (in thousands): Successor—December 31, 2021 Estimated Gross Value Foreign Accumulated Net Book Definite Lived Intangible Assets: Existing technology and patents 20 $ 250,000 $ (836 ) $ (1,796 ) $ 247,368 Customer lists 20 761,000 (2,059 ) (5,482 ) 753,459 Tradenames 20 101,000 (268 ) (727 ) 100,005 Balance, December 31, 2021 $ 1,112,000 $ (3,163 ) $ (8,005 ) $ 1,100,832 Predecessor—December 31, 2020 Estimated Gross Value Foreign Accumulated Net Book Definite Lived Intangible Assets: Existing technology 15 $ 158,730 $ 1,747 $ (25,903 ) $ 134,574 Customer lists 10 419,900 96 (115,688 ) 304,308 Patents 7 1,759 136 (541 ) 1,354 Tradenames 10 900 2 (188 ) 714 Indefinite Lived Intangible Assets: Tradenames Indefinite 32,700 50 — 32,750 Balance, December 31, 2020 $ 613,989 $ 2,031 $ (142,320 ) $ 473,700 |
Summary of Intangible Asset Future Amortization Expense | Estimated annual amortization expense of intangible assets for the five years subsequent to December 31, 2021 and thereafter is as follows (in thousands): Years Ending December 31: Amount 2022 $ 55,600 2023 55,600 2024 55,600 2025 55,600 2026 55,600 Thereafter 822,832 Total $ 1,100,832 |
LONG-TERM DEBT AND REDEEMABLE_2
LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | Long-term debt consists of the following (in thousands): Successor Predecessor December 31, December 31, Senior Notes $ 675,000 $ — First Lien — 545,693 Second Lien — 155,000 Long-term debt 675,000 700,693 Less: unamortized debt issuance costs (10,872 ) (13,422 ) Long-term debt, net 664,128 687,271 Less: current maturities — (6,723 ) Long-term debt, less current maturities $ 664,128 $ 680,548 |
Schedule of Long-term Debt Maturities | Maturities of long-term debt as of December 31, 2021 are as follows (in thousands): Years Ending December 31, Amount 2022 $ — 2023 — 2024 — 2025 — 2026 — Thereafter 675,000 Total $ 675,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Company's Income Tax (Expense) Benefit | The Company’s income tax benefit (expense) consisted of the following components (in thousands): Successor Predecessor November 9, 2021 Through December 31, 2021 January 1, 2021 Through November 8, 2021 Year Ended December 31, 2020 2019 Current: Luxembourg $ (1 ) $ (11 ) $ (118 ) $ (120 ) U.S. Federal 1,295 (15,123 ) (7,546 ) (1,933 ) U.S. state and local 519 (6,201 ) (4,091 ) (470 ) Other foreign jurisdictions 2,192 (4,045 ) (1,412 ) (1,991 ) Total current 4,005 (25,380 ) (13,167 ) (4,514 ) Deferred: Luxembourg — — (930 ) (16 ) U.S. Federal 1,724 7,062 1,966 15,828 U.S. state and local 390 1,922 (213 ) 5,477 Other foreign jurisdictions (1,444 ) 2,260 1,861 899 Total deferred 670 11,244 2,684 22,188 Total income tax benefit (expense) $ 4,675 $ (14,136 ) $ (10,483 ) $ 17,674 |
Summary of Company's Income Before Income Taxes | The Company’s (loss) income before income taxes consists of the following components (in thousands): Successor Predecessor November 9, 2021 Through December 31, 2021 January 1, 2021 Through November 8, 2021 Year Ended December 31, 2020 2019 Luxembourg $ (657,511 ) $ (15,309 ) $ (1,230 ) $ 50 U.S. (23,500 ) 49,186 35,703 (60,660 ) Other foreign jurisdictions (4,121 ) 888 259 899 Total (loss) income before taxes $ (685,132 ) $ 34,765 $ 34,732 $ (59,711 ) |
Summary of Effective Income Tax Rate | The Company’s income tax expense differs from the amount computed by applying the Luxembourg statutory rate of 24.94% for the reasons set forth in the following table: Successor Predecessor November 9, 2021 Through December 31, 2021 January 1, 2021 Year Ended December 31, 2020 2019 Luxembourg statutory tax rate 24.94 % 24.94 % 24.94 % 24.94 % (Increase)/reduction in income tax rate: U.S. state and local income taxes, net 0.14 7.61 6.25 6.01 Effect of rates different from statutory (0.10 ) (5.84 ) (3.78 ) (3.68 ) Global intangible low-taxed — — — (1.37 ) Section 250 deduction (0.05 ) (2.20 ) (1.36 ) 0.78 Transaction costs (0.11 ) 0.02 — — Founders advisory fees (23.78 ) — — — Tax rate changes — 1.38 3.57 4.49 Changes in prior year estimates — — (2.73 ) 3.61 Change in valuation allowance (0.07 ) 12.47 5.12 (5.31 ) Other, net (0.29 ) 2.28 (1.83 ) 0.13 Effective tax rate 0.68 % 40.66 % 30.18 % 29.60 % |
Summary of Deferred Tax Assets and Liabilities | Significant portions of the Company’s deferred tax assets and deferred tax liabilities are as follows (in thousands): Successor Predecessor December 31, December 31, Deferred Tax Assets: Net operating loss carryforwards $ 7,360 $ 4,492 Inventory — 58 Interest 4,161 5,812 Accrued liabilities 2,315 1,934 Goodwill and other intangibles 35 545 Other 1,821 546 Valuation allowance (5,598 ) (5,060 ) Total deferred tax assets 10,094 8,327 Deferred Tax Liabilities: Property, plant and equipment (10,077 ) (5,932 ) Goodwill and other intangibles (284,297 ) (114,514 ) Inventory (8,106 ) — Unremitted earnings (6,000 ) — Other (247 ) (43 ) Total deferred tax liabilities (308,727 ) (120,489 ) Net deferred tax liability $ (298,633 ) $ (112,162 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Rental Payments | As of December 31, 2021, the future minimum rental payments required by the long-term noncancelable operating leases are as follows (in thousands): Amount Years Ending December 31: 2022 $ 4,026 2023 3,155 2024 2,387 2025 2,063 2026 1,954 Thereafter 3,102 Total $ 16,687 |
SHARE-BASED COMPENSATION AND _2
SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The table below summarizes the PBNQSO activity: Number of Options Weighted-Average Exercise/Conversion Price Weighted-Average Aggregate Outstanding at November 9, 2021 — $ — Granted 8,763,754 $ 10.04 Exercised — $ — Forfeited — $ — Outstanding at December 31, 2021 8,763,754 $ 10.04 5.9 $ 34,086 Options vested and exercisable — $ — |
Summary of Stock Option Valuation Assumptions | The weighted-average assumptions used to fair value the PBNQSO on the grant date using the Black-Scholes option-pricing model were as follows: 2021 Dividend yield — % Risk-free interest rate 1.19% to 1.37 % Expected volatility 42.74% to 51.05 % Expected life (years) 5.50 to 6.50 Weighted average exercise price of options granted $ 10.04 Weighted average fair value of options granted $ 6.15 |
Summary of Award Valuation Assumptions | The key inputs into the Monte Carlo simulation model for the Variable Annual Advisory Amounts were as follows at initial measurement and at December 31, 2021, which was determined to be the date of first payment: November 9, 2021 December 31, 2021 Dividend yield — % — % Risk-free interest rate 1.47 % 1.52 % Expected volatility 35.00 % 37.50 % Expected life (years) 10.15 10.00 10-day $ 12.00 $ 13.63 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Liabilities Measured on a Recurring Basis | The following tables set forth the Company’s liabilities that were measured at fair value on a recurring basis during the period, by level, within the fair value hierarchy for the periods ended December 31, 2021 and 2020 (in thousands): Fair Value Measurements Using: Level 1 Level 2 Level 3 Total December 31, 2021 (Successor) Liabilities: Founders advisory fees payable—related party $ 114,276 $ — $ 251,513 $ 365,789 LaderaTech contingent earn-out non-current — — 19,979 19,979 Total liabilities $ 114,276 $ — $ 271,492 $ 385,768 December 31, 2020 (Predecessor) Liabilities: LaderaTech contingent earn-out non-current $ — $ — $ 19,816 $ 19,816 |
Reconciliation of Level 3 Liabilities Measured on a Recurring Basis | A roll forward of Level 3 liabilities measured at fair value on a recurring basis is as follows (in thousands): Founders Advisory Fees LaderaTech Contingent Earn-out Predecessor Balance, December 31, 2019 $ — $ — Acquired — 19,816 Balance, December 31, 2020 — 19,816 Settlements — (3,000 ) Loss on contingent earn-out — 2,965 Balance, November 8, 2021 $ — $ 19,781 Successor Balance, November 9, 2021 $ 188,204 $ 19,781 Change in fair value 63,309 — Loss on contingent earn-out — 198 Balance, December 31, 2021 $ 251,513 $ 19,979 |
Summary of Estimated Fair Value of Intangible Assets Acquired | The following table presents the estimated fair value assigned to identifiable intangible assets acquired in the Business Combination (in thousands): Estimated Estimated Useful Life (in years) (1) Identifiable Intangible Assets: Tradenames $ 101,000 20 Customer lists 761,000 20 Existing technology and patents 250,000 20 Total estimated fair value of intangible assets acquired $ 1,112,000 (1) Amortization of identifiable intangible assets is performed on a straight-line basis over the applicable useful life. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue | Revenues for the Successor Period, 2021 Predecessor Period, 2020 Predecessor Period and 2019 Predecessor Period are as follows (in thousands): Successor Predecessor November 9, 2021 Through December 31, 2021 January 1, 2021 Year Ended December 31, 2020 2019 Revenues from products $ 20,242 $ 310,679 $ 320,681 $ 228,113 Revenues from services 692 27,220 17,137 9,295 Other revenues 89 3,416 1,759 1,902 Total net sales $ 21,023 $ 341,315 $ 339,577 $ 239,310 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Earnings Per Share, Basic and Diluted | Basic and diluted weighted average shares outstanding and earnings per share were as follows (in thousands, except share and per share data): Successor Predecessor November 9, 2021 Through December 31, 2021 January 1, 2021 Year Ended December 31, 2020 2019 Net (loss) income $ (680,457 ) $ 20,629 $ 24,249 $ (42,037 ) Basic and diluted (loss) earnings per share $ (4.33 ) $ 0.39 $ 0.46 $ (0.79 ) Weighted-average shares outstanding: Basic and diluted 157,158,579 53,045,510 53,045,510 53,045,510 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | Information related to net sales, Adjusted EBITDA, depreciation and amortization, assets and capital expenditures of the Company’s operations are summarized below (in thousands): Successor Predecessor For the Period November 9, 2021 Through December 31, 2021 For the Period Year Ended 2020 2019 Net sales: Fire safety $ 7,913 $ 253,267 $ 244,968 $ 151,161 Oil additives 13,110 88,048 94,609 88,149 Total $ 21,023 $ 341,315 $ 339,577 $ 239,310 Adjusted EBITDA: Fire safety $ (3,696 ) $ 121,589 $ 112,034 $ 44,748 Oil additives 1,838 21,703 23,977 16,841 Total segment Adjusted EBITDA (1,858 ) 143,292 136,011 61,589 Income tax benefit (expense) 4,675 (14,136 ) (10,483 ) 17,674 Depreciation and amortization 9,379 52,000 58,117 58,025 Interest and financing expense 6,352 39,087 42,017 51,655 Founders advisory fees—related party 652,990 — — — Transaction expenses 5,580 4,845 2,379 3,821 Share-based compensation expense 4,821 156 — — Non-cash 2,948 — — — Loss on contingent earn-out 198 2,965 — — Management fees — 1,073 1,281 1,366 Contingent future payments — 4,375 3,125 3,749 Unrealized foreign currency loss (gain) 1,006 4,026 (5,640 ) 2,684 Net (loss) income $ (680,457 ) $ 20,629 $ 24,249 $ (42,037 ) Depreciation and amortization: Fire safety $ 7,418 $ 36,994 $ 41,271 $ 40,761 Oil additives 1,961 15,006 16,846 17,264 Total $ 9,379 $ 52,000 $ 58,117 $ 58,025 Capital expenditures: Fire safety $ 529 $ 4,122 $ 1,288 $ 3,287 Oil additives 939 4,160 6,209 5,572 Total $ 1,468 $ 8,282 $ 7,497 $ 8,859 Successor Predecessor December 31, 2021 December 31, 2020 Assets: Fire safety $ 2,114,812 $ 793,040 Oil additives 466,748 345,166 Total $ 2,581,560 $ 1,138,206 |
Summary of Net Sales by Geographic Area | Net sales by geographical area is as follows (in thousands): Successor Predecessor For the Period November 9, 2021 Through December 31, 2021 For the Period Year Ended December 31, 2020 2019 United States 52 % 75 % 82 % 65 % International sales (1) 48 25 18 35 Total net sales 100 % 100 % 100 % 100 % (1) Except for Spain, which represented 11% of sales in the Successor Period due to the shortened reporting period, the Company had no other operations in any individual international country that represented more than 10% of sales in the Successor Period, 2021 Predecessor Period, 2020 Predecessor Period and 2019 Predecessor Period. |
Summary of Property, Plant and Equipment | Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Years Buildings 30–40 years Furniture and fixtures 1–8 Years Machinery and equipment 1–26 Years Vehicles 1–8 Years Leasehold improvements Shorter of remaining lease term or estimated useful life Property, plant and equipment, net by geographical area consisted of the following (in thousands): Successor Predecessor December 31, December 31, United States $ 37,159 $ 29,155 Canada 3,512 3,403 Germany 17,199 13,487 Other foreign jurisdictions 4,377 2,190 Total property, plant and equipment, net $ 62,247 $ 48,235 |
PARENT COMPANY INFORMATION (Tab
PARENT COMPANY INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Balance Sheet | CONDENSED BALANCE SHEET (SUCCESSOR) (in thousands) December 31, Assets Current assets: Cash and cash equivalents $ 216,413 Intercompany receivable 14,325 Prepaid expenses and other current assets 8,195 Total current assets 238,933 Other assets: Investment in subsidiaries 1,352,389 Intercompany note receivable 20,000 Total assets $ 1,611,322 Liabilities and Shareholders’ Equity Current Liabilities: Accounts payable $ 455 Intercompany payable 60,566 Founders advisory fees payable—related party 53,547 Accrued expenses and other current liabilities 636 Total current liabilities 115,204 Founders advisory fees payable—related party 312,242 Redeemable preferred shares 96,867 Redeemable preferred shares—related party 3,699 Total liabilities 528,012 Shareholders’ equity: Total shareholders’ equity 1,083,310 Total liabilities and shareholders’ equity $ 1,611,322 |
Condensed Income Statement | CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (SUCCESSOR) (in thousands) November 9, 2021 through Operating expenses: Selling, general and administrative expense $ 2,254 Founders advisory fees—related party 652,990 Total operating expenses 655,244 Operating loss (655,244 ) Other expenses 934 Loss before undistributed earnings of subsidiaries (656,178 ) Undistributed earnings of subsidiaries (24,279 ) Net loss (680,457 ) Total comprehensive loss $ (680,457 ) |
Condensed Statement of Comprehensive Income | CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (SUCCESSOR) (in thousands) November 9, 2021 through Operating expenses: Selling, general and administrative expense $ 2,254 Founders advisory fees—related party 652,990 Total operating expenses 655,244 Operating loss (655,244 ) Other expenses 934 Loss before undistributed earnings of subsidiaries (656,178 ) Undistributed earnings of subsidiaries (24,279 ) Net loss (680,457 ) Total comprehensive loss $ (680,457 ) |
Condensed Cash Flow Statement | CONDENSED STATEMENT OF CASH FLOWS (SUCCESSOR) (in thousands) November 9, 2021 through Cash flows from operating activities: Net loss $ (680,457 ) Adjustments to reconcile net loss to net cash used in operating activities Equity in earnings of subsidiaries 24,279 Interest and payment-in-kind 944 Share-based compensation 1,182 Share-based compensation—Founders advisory fees—related party (equity settled) 287,200 Changes in operating assets and liabilities, net of acquisitions: Intercompany receivable (14,325 ) Prepaid expenses and current other assets (8,195 ) Accounts payable 455 Accrued expenses and other current liabilities 889 Founders advisory fees—related party (cash settled) 365,789 Net cash used in operating activities (22,239 ) Cash flows from investing activities: Investment in subsidiaries (1,209,155 ) Intercompany note receivable (20,000 ) Net cash used in investing activities (1,229,155 ) Cash flows from financing activities: Sale of PSSA Ordinary Shares issued to Director Subscribers 2,000 Net cash provided by financing activities 2,000 Net change in cash and cash equivalents (1,249,394 ) Cash and cash equivalents, beginning of period 1,465,807 Cash and cash equivalents, end of period $ 216,413 Non-cash Redeemable preferred shares issued as consideration for business combination $ 100,000 Management Subscribers rollover contribution $ 11,048 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION - Business Combination (Details) - USD ($) | Nov. 09, 2021 | Nov. 08, 2021 | Dec. 31, 2021 | Oct. 06, 2021 | Oct. 05, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares outstanding (in shares) | 155,832,600 | |||||
Warrants outstanding (in shares) | 34,020,000 | 34,019,900 | ||||
Warrant exercise price (in usd per share) | $ 12 | |||||
Sale of stock, number of shares issued (in shares) | 115,000,000 | |||||
Sale of stock, price per share (in usd per share) | $ 10 | |||||
Dividend percentage | 6.50% | |||||
Common stock, par value (in usd per share) | $ 1 | $ 1 | $ 1 | |||
Management Subscribers | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock, number of shares issued (in shares) | 1,104,810 | |||||
Sale of stock, price per share (in usd per share) | $ 10 | |||||
Director Subscribers | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock, number of shares issued (in shares) | 200,000 | |||||
Sale of stock, price per share (in usd per share) | $ 10 | |||||
SK Holdings | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Consideration received on sale of stock | $ 1,900,000,000 | |||||
Mandatorily Redeemable Preferred Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Mandatory redeemable shares amount | $ 100,000,000 | |||||
SK Holdings Ordinary Shares Exchange | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares converted (in shares) | 10,000,000 | |||||
Conversion of stock, price per share (in usd per share) | $ 10 | |||||
Senior Notes Due 2029 | Senior Notes | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Debt face amount | $ 675,000,000 | $ 675,000,000 | $ 600,000,000 | |||
Debt interest rate | 5.00% | 5.00% |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION - Business Operations (Details) - SEGMENT | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of reportable segments | 2 | ||||
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | United States | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Concentration risk, percentage | 52.00% | 75.00% | 73.00% | 82.00% | 65.00% |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | Europe | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Concentration risk, percentage | 13.00% | ||||
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | Canada | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Concentration risk, percentage | 7.00% | ||||
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | Mexico | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Concentration risk, percentage | 2.00% | ||||
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | Various Other Countries | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Concentration risk, percentage | 5.00% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Accounts Receivable and Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 1 | $ 1 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Property, Plant and Equipment, Net (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 30 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 40 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 1 year |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 8 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 1 year |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 26 years |
Vehicles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 1 year |
Vehicles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 8 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Goodwill (Details) - USD ($) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||
Impairment of goodwill | $ 0 | $ 0 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Indefinite Life Intangible Assets (Details) - USD ($) | 10 Months Ended | 12 Months Ended | ||
Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||
Impairment of indefinite life intangible assets | $ 0 | $ 0 | $ 0 | |
Indefinite-lived intangible assets | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Impairment of Long Lived Assets (Details) - USD ($) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||
Impairment of long lived assets | $ 0 | $ 0 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Revenue Recognition (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)PERFORMANCE_OBLIGATION | Dec. 31, 2020USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Number of performance obligations | PERFORMANCE_OBLIGATION | 3 | |
Deferred revenue | $ | $ 445 | $ 286 |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Amortization period | 1 year | |
Contract term | 1 year |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Deferred Financing Fees (Details) - USD ($) $ in Thousands | Nov. 09, 2021 | Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 05, 2021 |
Debt Instrument [Line Items] | |||||||
Amortization of debt costs | $ 224 | $ 14,592 | $ 3,471 | $ 3,555 | |||
Senior Notes Due 2029 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs, gross | 10,900 | $ 10,900 | $ 11,000 | ||||
Amortization of debt costs | 200 | ||||||
The Revolving Credit Facility | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs, gross | $ 2,300 | ||||||
Debt term | 5 years | ||||||
The Revolving Credit Facility | Line of Credit | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs, gross | 2,200 | $ 2,200 | 1,200 | ||||
Debt term | 5 years | ||||||
Amortization of debt costs | $ 100 | ||||||
Write off of debt issuance costs | 800 | ||||||
Term Loans And Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of debt costs | $ 14,600 | 3,500 | $ 3,600 | ||||
Term Loan | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs, gross | 13,400 | ||||||
Write off of debt issuance costs | $ 11,000 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Foreign Currencies (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||
Realized and unrealized foreign currency gains (losses) | $ (1) | $ (4.1) | $ 5.8 | $ (1.7) |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Share Based Compensation (Details) - shares | Dec. 31, 2021 | Nov. 09, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, outstanding (in shares) | 157,237,435 | 157,237,435 | 53,045,510 | |
Founder Advisory Agreement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected dividend rate | 0.00% | 0.00% | ||
Yearly issue percentage | 1.50% | |||
Common stock, outstanding (in shares) | 157,137,410 | |||
Founder Advisory Agreement | Affiliated Entity | Founder Advisory Agreement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Minimum amount to be paid in shares | 50.00% | |||
Yearly issue percentage | 1.50% | |||
Common stock, outstanding (in shares) | 157,137,410 | |||
Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected dividend rate | 0.00% |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Concentration of Credit Risk and Significant Customers (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||||
Cash and cash equivalents | $ 225,554 | $ 225,554 | $ 22,478 | |
Customer Concentration Risk | Revenue from Contract with Customer Benchmark | Three Customers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 25.00% | 53.00% | 53.00% | |
Customer Concentration Risk | Accounts Receivable | Three Customers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 39.00% | 44.00% | ||
Customer Concentration Risk | Accounts Receivable | Fire Safety, Customer A | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 23.00% | 18.00% | ||
Customer Concentration Risk | Accounts Receivable | Fire Safety, Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% | 15.00% | ||
Customer Concentration Risk | Accounts Receivable | Oil Additives, Customer A | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 6.00% | 11.00% |
BUSINESS ACQUISITIONS - Perimet
BUSINESS ACQUISITIONS - Perimeter Solutions (Details) - USD ($) | Nov. 09, 2021 | Nov. 08, 2021 | Dec. 31, 2021 | Oct. 06, 2021 | Oct. 05, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||
Sale of stock, number of shares issued (in shares) | 115,000,000 | |||||
Sale of stock, price per share (in usd per share) | $ 10 | |||||
Warrants outstanding (in shares) | 34,020,000 | 34,019,900 | ||||
Warrant exercise price (in usd per share) | $ 12 | |||||
Common stock, par value (in usd per share) | $ 1 | $ 1 | $ 1 | |||
Management Subscribers | ||||||
Business Acquisition [Line Items] | ||||||
Sale of stock, number of shares issued (in shares) | 1,104,810 | |||||
Sale of stock, price per share (in usd per share) | $ 10 | |||||
Director Subscribers | ||||||
Business Acquisition [Line Items] | ||||||
Sale of stock, number of shares issued (in shares) | 200,000 | |||||
Sale of stock, price per share (in usd per share) | $ 10 | |||||
SK Intermediate | ||||||
Business Acquisition [Line Items] | ||||||
Escrow deposit | $ 7,600,000 | |||||
Transaction costs | 59,500,000 | |||||
Debt issuance costs, gross | 13,300,000 | |||||
SK Intermediate | Accumulated Deficit | ||||||
Business Acquisition [Line Items] | ||||||
Transaction costs | 56,400,000 | |||||
SK Intermediate | Other Operating Expense | ||||||
Business Acquisition [Line Items] | ||||||
Transaction costs | 3,100,000 | |||||
SK Holdings | ||||||
Business Acquisition [Line Items] | ||||||
Consideration received on sale of stock | 1,900,000,000 | |||||
Mandatorily Redeemable Preferred Stock | ||||||
Business Acquisition [Line Items] | ||||||
Mandatory redeemable shares amount | $ 100,000,000 | |||||
EverArc Ordinary Shares Converted To PSSA Ordinary Shares | ||||||
Business Acquisition [Line Items] | ||||||
Shares converted (in shares) | 40,832,600 | |||||
SK Holdings Ordinary Shares Exchange | ||||||
Business Acquisition [Line Items] | ||||||
Shares converted (in shares) | 10,000,000 | |||||
Conversion of stock, price per share (in usd per share) | $ 10 | |||||
Senior Notes Due 2029 | Senior Notes | ||||||
Business Acquisition [Line Items] | ||||||
Debt face amount | $ 675,000,000 | $ 675,000,000 | $ 600,000,000 | |||
Debt issuance costs, gross | $ 10,900,000 | $ 11,000,000 |
BUSINESS ACQUISITIONS - Perim_2
BUSINESS ACQUISITIONS - Perimeter Solutions Cash Summary (Details) $ in Thousands | Nov. 09, 2021USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
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 |
BUSINESS ACQUISITIONS - Summary
BUSINESS ACQUISITIONS - Summary of Purchase Price Consideration (Details) - USD ($) $ in Thousands | Nov. 09, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||||
Cash consideration | $ 1,220,103 | ||||
Management Subscribers rollover contribution | 11,048 | ||||
Redeemable Preferred Shares | 100,000 | $ 0 | $ 0 | $ 2,500 | |
Consideration transferred | 1,331,151 | ||||
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed: | |||||
Goodwill | 487,107 | 482,041 | 473,194 | $ 1,041,325 | |
Fire Safety | |||||
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed: | |||||
Goodwill | 368,438 | 362,767 | 354,827 | 867,807 | |
Oil Additives | |||||
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed: | |||||
Goodwill | $ 118,669 | $ 119,274 | $ 118,367 | 173,518 | |
SK Intermediate | |||||
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed: | |||||
Property, plant and equipment | 62,689 | ||||
Inventory | 100,246 | ||||
Working capital | 27,379 | ||||
Other assets (liabilities), net | (832) | ||||
LaderaTech contingent earn-out | (19,781) | ||||
Long-term debt | (696,971) | ||||
Deferred tax liability | (299,474) | ||||
Total fair value of net assets acquired | 285,256 | ||||
Goodwill | 1,045,895 | ||||
Total | 1,331,151 | ||||
SK Intermediate | Fire Safety | |||||
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed: | |||||
Goodwill | 871,400 | ||||
SK Intermediate | Oil Additives | |||||
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed: | |||||
Goodwill | $ 174,500 | ||||
SK Intermediate | Tradenames [Member] | |||||
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed: | |||||
Intangible Assets | 101,000 | ||||
SK Intermediate | Customer lists, net [Member] | |||||
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed: | |||||
Intangible Assets | 761,000 | ||||
SK Intermediate | Technology and Patents, net [Member] | |||||
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed: | |||||
Intangible Assets | $ 250,000 |
BUSINESS ACQUISITIONS - Predece
BUSINESS ACQUISITIONS - Predecessor's Acquisitions (Details) - USD ($) $ in Thousands | Jul. 01, 2021 | Apr. 01, 2021 | Mar. 02, 2021 | Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 1,041,325 | $ 487,107 | $ 482,041 | $ 473,194 | |||
Magnum | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire assets | $ 1,200 | ||||||
Goodwill | $ 1,200 | ||||||
PC Australasia | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire assets | $ 2,700 | ||||||
Goodwill | $ 1,000 | ||||||
Budenheim Iberica, S.L.U | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire assets | $ 3,600 | ||||||
Goodwill | $ 3,200 |
BUSINESS ACQUISITIONS - LaderaT
BUSINESS ACQUISITIONS - LaderaTech Acquisition (Details) - USD ($) $ in Thousands | Nov. 09, 2021 | May 07, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 1,331,151 | |||
Payments to acquire businesses | $ 1,220,103 | |||
Contingent earn-out | $ 19,800 | |||
LaderaTech, Inc | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | 21,832 | |||
Payments to acquire businesses | 2,016 | |||
Contingent earn-out | 19,816 | |||
Estimated fair value of contingent consideration | $ 20,000 | $ 19,800 | ||
LaderaTech, Inc | Qualified Product List Payment | ||||
Business Acquisition [Line Items] | ||||
Contingent future payments | 2,800 | 2,800 | ||
Contingent consideration payment | 3,000 | |||
LaderaTech, Inc | Earnout Achievement Of Revenue Thresholds Through 2026 | ||||
Business Acquisition [Line Items] | ||||
Contingent future payments | $ 17,000 | 20,000 | 17,000 | |
Estimated fair value of contingent consideration | $ 20,000 | $ 19,800 |
BUSINESS ACQUISITIONS - Lader_2
BUSINESS ACQUISITIONS - LaderaTech Acquisition Assets and Liabilities (Details) - USD ($) $ in Thousands | Nov. 09, 2021 | May 07, 2020 | Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||
Cash | $ 1,220,103 | |||||
Contingent earn-out | $ 19,800 | |||||
Consideration transferred | $ 1,331,151 | |||||
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed: | ||||||
Goodwill | $ 1,041,325 | $ 487,107 | $ 482,041 | $ 473,194 | ||
LaderaTech, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 2,016 | |||||
Contingent earn-out | 19,816 | |||||
Consideration transferred | 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 |
BUSINESS ACQUISITIONS - Lader_3
BUSINESS ACQUISITIONS - LaderaTech Pro Forma Actual (Details) - LaderaTech, Inc $ in Thousands | 8 Months Ended |
Dec. 31, 2020USD ($) | |
Business Acquisition [Line Items] | |
Net sales | $ 609 |
Net loss | $ (343) |
BUSINESS ACQUISITIONS - Lader_4
BUSINESS ACQUISITIONS - LaderaTech Pro Forma (Details) - LaderaTech, Inc - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Pro forma net sales | $ 339,579 | $ 239,418 |
Pro forma net income (loss) | $ 23,815 | $ (42,335) |
BUSINESS ACQUISITIONS - Ironman
BUSINESS ACQUISITIONS - Ironman Acquisition (Details) - USD ($) $ in Thousands | Nov. 09, 2021 | Mar. 20, 2019 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Payments to acquire businesses | $ 1,220,103 | ||||
Equity consideration in connection with purchase of a business | $ 100,000 | $ 0 | $ 0 | $ 2,500 | |
Ironman | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire businesses | $ 16,814 | ||||
Contingent future payments | 11,300 | ||||
Equity consideration in connection with purchase of a business | 2,500 | ||||
Transaction costs | $ 1,000 |
BUSINESS ACQUISITIONS - Ironm_2
BUSINESS ACQUISITIONS - Ironman Acquisition Assets and Liabilities (Details) - USD ($) $ in Thousands | Nov. 09, 2021 | Mar. 20, 2019 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||||
Cash | $ 1,220,103 | |||||
Equity | 100,000 | $ 0 | $ 0 | $ 2,500 | ||
Consideration transferred | $ 1,331,151 | |||||
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed: | ||||||
Goodwill | $ 487,107 | $ 482,041 | $ 473,194 | $ 1,041,325 | ||
Ironman | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 16,814 | |||||
Equity | 2,500 | |||||
Consideration transferred | 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 |
BALANCE SHEET COMPONENTS - Summ
BALANCE SHEET COMPONENTS - Summary of Balance Sheet Components (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory: | ||
Raw materials and manufacturing supplies | $ 34,008 | $ 25,695 |
Work in process | 213 | 306 |
Finished goods | 75,866 | 32,783 |
Total inventory | 110,087 | 58,784 |
Prepaid Expenses and Other Current Assets: | ||
Advance to vendors | 2,984 | 7,343 |
Prepaid insurance | 8,441 | 125 |
Other | 2,736 | 3,938 |
Total prepaid expenses and other current assets | 14,161 | 11,406 |
Property, Plant and Equipment: | ||
Total property, plant and equipment, gross | 63,619 | 68,996 |
Less: Accumulated depreciation | (1,372) | (20,761) |
Total property, plant and equipment, net | 62,247 | 48,235 |
Accrued Expenses and Other Current Liabilities: | ||
Accrued bonus | 7,728 | 4,653 |
Accrued salaries | 900 | 2,779 |
Accrued employee benefits | 591 | 511 |
Accrued interest | 5,341 | 79 |
Accrued purchases | 1,930 | 2,347 |
Accrued taxes | 355 | 2,905 |
Accrued construction | 0 | 1,319 |
Other | 2,180 | 1,452 |
Total accrued expenses and other current liabilities | 19,025 | 16,045 |
Other Non-Current Liabilities: | ||
LaderaTech contingent earn-out | 19,979 | 19,816 |
Other | 2,216 | 1,335 |
Total other non-current liabilities | 22,195 | 21,151 |
Buildings | ||
Property, Plant and Equipment: | ||
Total property, plant and equipment, gross | 4,021 | 6,768 |
Leasehold improvements | ||
Property, Plant and Equipment: | ||
Total property, plant and equipment, gross | 2,301 | 1,146 |
Furniture and fixtures | ||
Property, Plant and Equipment: | ||
Total property, plant and equipment, gross | 558 | 416 |
Machinery and equipment | ||
Property, Plant and Equipment: | ||
Total property, plant and equipment, gross | 50,177 | 51,286 |
Vehicles | ||
Property, Plant and Equipment: | ||
Total property, plant and equipment, gross | 4,579 | 4,311 |
Construction in progress | ||
Property, Plant and Equipment: | ||
Total property, plant and equipment, gross | $ 1,983 | $ 5,069 |
BALANCE SHEET COMPONENTS - Narr
BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation | $ 1.4 | $ 6.6 | $ 6.7 | $ 6.9 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Changes in Goodwill (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Beginning goodwill | $ 487,107 | $ 482,041 | $ 473,194 |
Business acquired | 5,385 | 6,906 | |
Foreign currency translation | (4,570) | (319) | 1,941 |
Ending goodwill | 1,041,325 | 487,107 | 482,041 |
Business Combination Successor Entity | |||
Goodwill [Roll Forward] | |||
Beginning goodwill | 1,045,895 | ||
Ending goodwill | 1,045,895 | ||
Fire Safety | |||
Goodwill [Roll Forward] | |||
Beginning goodwill | 368,438 | 362,767 | 354,827 |
Business acquired | 5,385 | 6,906 | |
Foreign currency translation | (3,618) | 286 | 1,034 |
Ending goodwill | 867,807 | 368,438 | 362,767 |
Fire Safety | Business Combination Successor Entity | |||
Goodwill [Roll Forward] | |||
Beginning goodwill | 871,425 | ||
Ending goodwill | 871,425 | ||
Oil Additives | |||
Goodwill [Roll Forward] | |||
Beginning goodwill | 118,669 | 119,274 | 118,367 |
Business acquired | 0 | 0 | |
Foreign currency translation | (952) | (605) | 907 |
Ending goodwill | 173,518 | 118,669 | $ 119,274 |
Oil Additives | Business Combination Successor Entity | |||
Goodwill [Roll Forward] | |||
Beginning goodwill | $ 174,470 | ||
Ending goodwill | $ 174,470 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Definite and Indefinite Lived Intangible Assets (Details) - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2020 | |
Definite Lived Intangible Assets: | ||
Gross Value | $ 1,112,000,000 | |
Foreign Currency Translation | (3,163,000) | |
Accumulated Amortization | (8,005,000) | $ (142,320,000) |
Net Book Value | 1,100,832,000 | |
Indefinite Lived Intangible Assets: | ||
Gross Value | $ 0 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Value | 613,989,000 | |
Foreign Currency Translation | 2,031,000 | |
Net Book Value | $ 473,700,000 | |
Tradenames [Member] | ||
Definite Lived Intangible Assets: | ||
Estimated Useful Life (in years) | 20 years | 10 years |
Gross Value | $ 101,000,000 | $ 900,000 |
Foreign Currency Translation | (268,000) | 2,000 |
Accumulated Amortization | (727,000) | (188,000) |
Net Book Value | $ 100,005,000 | 714,000 |
Indefinite Lived Intangible Assets: | ||
Gross Value | 32,700,000 | |
Foreign Currency Translation | 50,000 | |
Net Book Value | $ 32,750,000 | |
Existing technology | ||
Definite Lived Intangible Assets: | ||
Estimated Useful Life (in years) | 20 years | 15 years |
Gross Value | $ 250,000,000 | $ 158,730,000 |
Foreign Currency Translation | (836,000) | 1,747,000 |
Accumulated Amortization | (1,796,000) | (25,903,000) |
Net Book Value | $ 247,368,000 | $ 134,574,000 |
Patents | ||
Definite Lived Intangible Assets: | ||
Estimated Useful Life (in years) | 7 years | |
Gross Value | $ 1,759,000 | |
Foreign Currency Translation | 136,000 | |
Accumulated Amortization | (541,000) | |
Net Book Value | $ 1,354,000 | |
Customer lists | ||
Definite Lived Intangible Assets: | ||
Estimated Useful Life (in years) | 20 years | 10 years |
Gross Value | $ 761,000,000 | $ 419,900,000 |
Foreign Currency Translation | (2,059,000) | 96,000 |
Accumulated Amortization | (5,482,000) | (115,688,000) |
Net Book Value | $ 753,459,000 | $ 304,308,000 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 8 | $ 45.4 | $ 51.5 | $ 51.1 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2022 | $ 55,600 |
2023 | 55,600 |
2024 | 55,600 |
2025 | 55,600 |
2026 | 55,600 |
Thereafter | 822,832 |
Net Book Value | $ 1,100,832 |
LONG-TERM DEBT AND REDEEMABLE_3
LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - Summary of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 675,000 | $ 700,693 |
Less: unamortized debt issuance costs | (10,872) | (13,422) |
Long-term debt, net | 664,128 | 687,271 |
Less: current maturities | 0 | (6,723) |
Long-term debt, less current maturities | 664,128 | 680,548 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 675,000 | 0 |
First Lien | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 545,693 |
Second Lien | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | $ 155,000 |
LONG-TERM DEBT AND REDEEMABLE_4
LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - Schedule of Long-term Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2022 | $ 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 675,000 | |
Total | $ 675,000 | $ 700,693 |
LONG-TERM DEBT AND REDEEMABLE_5
LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - Successor Revolving Credit Facility (Details) | Dec. 09, 2021USD ($) | Nov. 09, 2021USD ($)fiscal_quarterstep_down | Dec. 31, 2021USD ($) | Nov. 08, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||||
Number of commitment fee step downs | step_down | 2 | |||||
Proceeds from revolving credit facility | $ 40,000,000 | $ 19,500,000 | $ 72,100,000 | $ 83,300,000 | ||
Repayments of long-term lines of credit | 40,000,000 | $ 19,500,000 | $ 97,100,000 | $ 60,300,000 | ||
The Revolving Credit Facility | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt term | 5 years | |||||
Line of credit, maximum borrowing capacity | $ 100,000,000 | |||||
Line of credit accordion feature | $ 143,000,000 | |||||
Line of credit, increase percentage factor | 100.00% | |||||
Number of step downs | step_down | 2 | |||||
Step down rate | 0.25% | |||||
Commitment fee percentage | 0.50% | |||||
Commitment fee step down percent | 0.125% | |||||
Fronting fee percentage | 0.125% | |||||
Utilization threshold | 40.00% | |||||
Leverage ratio | 7.50% | |||||
Number of quarters able to exercise | fiscal_quarter | 2 | |||||
Consecutive quarters for exercise | fiscal_quarter | 4 | |||||
Period of quarters for exercise under revolving credit facility | fiscal_quarter | 5 | |||||
Debt issuance costs, gross | $ 2,300,000 | |||||
Proceeds from revolving credit facility | 40,000,000 | |||||
Repayments of long-term lines of credit | $ 40,000,000 | |||||
Long-term line of credit | $ 0 | |||||
The Revolving Credit Facility | Bridge Loan | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit, maximum borrowing capacity | 20,000,000 | |||||
The Revolving Credit Facility | Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit, maximum borrowing capacity | 25,000,000 | |||||
Amount of undrawn letters of credit | $ 10,000,000 | |||||
The Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt interest rate | 3.25% | |||||
The Revolving Credit Facility | Base Rate | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt interest rate | 2.25% | |||||
The Revolving Credit Facility Due 2026 - Interest Rate Option One | London Interbank Offered Rate (LIBOR) | Minimum | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.00% | |||||
The Revolving Credit Facility Due 2026 - Interest Rate Option Two | London Interbank Offered Rate (LIBOR) | Minimum | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
The Revolving Credit Facility Due 2026 - Interest Rate Option Two | Fed Funds Effective Rate Overnight Index Swap Rate | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
The Revolving Credit Facility Due 2026 - Interest Rate Option Two | One Month London Interbank Offered Rate | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% |
LONG-TERM DEBT AND REDEEMABLE_6
LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - Successor Bridge Facility (Details) - USD ($) | Nov. 09, 2021 | Oct. 06, 2021 | Oct. 05, 2021 | Jun. 15, 2021 |
Bridge Loan Commitment | Bridge Loan | ||||
Debt Instrument [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 600,000,000 | |||
Commitment fee amount | $ 7,500,000 | |||
Senior Notes Due 2029 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 675,000,000 | $ 675,000,000 | $ 600,000,000 |
LONG-TERM DEBT AND REDEEMABLE_7
LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - Successor Senior Notes (Details) - Senior Notes Due 2029 - Senior Notes - USD ($) | Oct. 05, 2021 | Dec. 31, 2021 | Nov. 09, 2021 | Oct. 06, 2021 |
Debt Instrument [Line Items] | ||||
Debt face amount | $ 600,000,000 | $ 675,000,000 | $ 675,000,000 | |
Debt interest rate | 5.00% | 5.00% | ||
Percentage of principal amount redeemed | 40.00% | |||
Redemption price percentage | 105.00% | |||
Debt issuance costs, gross | $ 11,000,000 | $ 10,900,000 |
LONG-TERM DEBT AND REDEEMABLE_8
LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - Successor Redeemable Preferred Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 09, 2021 | Nov. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Dividend percentage | 6.50% | |||
Preferred dividend, paid in cash percentage | 40.00% | |||
Preferred dividend, paid in kind percentage | 60.00% | |||
Period of dividend payment after annual meeting | 3 days | |||
Preferred dividends paid in arrears | $ 900 | |||
Dividends | $ 60,000 | $ 12,360 | ||
Mandatorily Redeemable Preferred Stock | ||||
Debt Instrument [Line Items] | ||||
Mandatory redeemable shares amount | $ 100,000 | |||
SK Holdings Ordinary Shares Exchange | ||||
Debt Instrument [Line Items] | ||||
Number of shares issued in conversion (in shares) | 10,000,000 | |||
Preferred stock conversion price (in usd per share) | $ 10 | |||
6.50% Redeemable Preferred Shares | ||||
Debt Instrument [Line Items] | ||||
Period following latest maturity date | 6 months | |||
Period following issuance of 6.50% redeemable preferred shares | 9 years | |||
Additional increase to interest rate | 10.00% | |||
Liquidation preference | $ 100,000 | |||
Redemption price | 100,900 | |||
6.50% Redeemable Preferred Shares | Interest Expense | ||||
Debt Instrument [Line Items] | ||||
Dividends | $ 900 |
LONG-TERM DEBT AND REDEEMABLE_9
LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - Predecessor (Details) - USD ($) | Nov. 09, 2021 | Mar. 28, 2018 | Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 23, 2018 |
Debt Instrument [Line Items] | |||||||
Repayments of long-term lines of credit | $ 40,000,000 | $ 19,500,000 | $ 97,100,000 | $ 60,300,000 | |||
2018 Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 815,000,000 | ||||||
Annual principal payment | 1,100,000 | ||||||
Unamortized debt issuance costs | $ 11,000,000 | ||||||
Multicurrency Revolving Credit Facility | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 100,000,000 | ||||||
Unused commitment fee percentage | 0.50% | ||||||
Commitment trigger percentage | 35.00% | ||||||
Long-term line of credit | $ 0 | ||||||
Multicurrency Revolving Credit Facility | Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 10,000,000 | ||||||
Multicurrency Revolving Credit Facility | Bridge Loan | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | 10,000,000 | ||||||
Secured Debt | First Lien | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | 545,000,000 | $ 16,000,000 | |||||
Extension amount on original loan | $ 16,000,000 | ||||||
Original issue discount percentage | 0.30% | ||||||
Repayments of long-term lines of credit | 541,500,000 | ||||||
Effective interest rate | 4.17% | ||||||
Secured Debt | Second Lien | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 155,000,000 | ||||||
Repayments of long-term lines of credit | $ 155,000,000 | $ 15,000,000 | |||||
Effective interest rate | 7.97% |
INCOME TAXES - Summary of Compa
INCOME TAXES - Summary of Company's Income Tax (Expense) Benefit (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||||
Luxembourg | $ (1) | $ (11) | $ (118) | $ (120) |
U.S. Federal | 1,295 | (15,123) | (7,546) | (1,933) |
U.S. state and local | 519 | (6,201) | (4,091) | (470) |
Other foreign jurisdictions | 2,192 | (4,045) | (1,412) | (1,991) |
Total current | 4,005 | (25,380) | (13,167) | (4,514) |
Deferred: | ||||
Luxembourg | 0 | 0 | (930) | (16) |
U.S. Federal | 1,724 | 7,062 | 1,966 | 15,828 |
U.S. state and local | 390 | 1,922 | (213) | 5,477 |
Other foreign jurisdictions | (1,444) | 2,260 | 1,861 | 899 |
Total deferred | 670 | 11,244 | 2,684 | 22,188 |
Total income tax benefit (expense) | $ 4,675 | $ (14,136) | $ (10,483) | $ 17,674 |
INCOME TAXES - Summary of Com_2
INCOME TAXES - Summary of Company's Income Before Income Taxes (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Luxembourg | $ (657,511) | $ (15,309) | $ (1,230) | $ 50 |
U.S. | (23,500) | 49,186 | 35,703 | (60,660) |
Other foreign jurisdictions | (4,121) | 888 | 259 | 899 |
(Loss) income before income taxes | $ (685,132) | $ 34,765 | $ 34,732 | $ (59,711) |
INCOME TAXES - Summary of Effec
INCOME TAXES - Summary of Effective Income Tax Rate (Details) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Luxembourg statutory tax rate | 24.94% | 24.94% | 24.94% | 24.94% |
(Increase)/reduction in income tax rate: | ||||
U.S. state and local income taxes, net | 0.14% | 7.61% | 6.25% | 6.01% |
Effect of rates different from statutory | (0.10%) | (5.84%) | (3.78%) | (3.68%) |
Global intangible low-taxed income | 0.00% | 0.00% | 0.00% | (1.37%) |
Section 250 deduction | (0.05%) | (2.20%) | (1.36%) | 0.78% |
Transaction costs | (0.11%) | 0.02% | 0.00% | 0.00% |
Founders advisory fees | (23.78%) | 0.00% | 0.00% | 0.00% |
Tax rate changes | 0.00% | 1.38% | 3.57% | 4.49% |
Changes in prior year estimates | 0.00% | 0.00% | (2.73%) | 3.61% |
Change in valuation allowance | (0.07%) | 12.47% | 5.12% | (5.31%) |
Other, net | (0.29%) | 2.28% | (1.83%) | 0.13% |
Effective tax rate | 0.68% | 40.66% | 30.18% | 29.60% |
INCOME TAXES - Summary of Defer
INCOME TAXES - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 7,360 | $ 4,492 |
Inventory | 0 | 58 |
Interest | 4,161 | 5,812 |
Accrued liabilities | 2,315 | 1,934 |
Goodwill and other intangibles | 35 | 545 |
Other | 1,821 | 546 |
Valuation allowance | (5,598) | (5,060) |
Total deferred tax assets | 10,094 | 8,327 |
Deferred Tax Liabilities: | ||
Property, plant and equipment | (10,077) | (5,932) |
Goodwill and other intangibles | (284,297) | (114,514) |
Inventory | (8,106) | 0 |
Unremitted earnings | (6,000) | 0 |
Other | (247) | (43) |
Total deferred tax liabilities | (308,727) | (120,489) |
Net deferred tax liability | $ (298,633) | $ (112,162) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Increase in valuation allowance for deferred tax asset | $ 500,000 | |
Deferred tax liability not recognized in foreign subsidiaries | 6,000,000 | |
Accrued interest or penalties | 0 | $ 0 |
Income tax penalties and interest expense | 0 | $ 0 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards subject to expiration | 17,900,000 | |
Operating loss carryforwards not subject to expiration | 300,000 | |
State And Local Jurisdiction, United States | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 4,000,000 | |
Other Foreign Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 9,300,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Commitments [Line Items] | ||||
Purchase obligation expense | $ 7.7 | $ 36.1 | $ 31.8 | $ 30.5 |
Rent expense | 0.5 | 2.9 | 3.2 | 3.1 |
Cost of Sales | ||||
Other Commitments [Line Items] | ||||
Rent expense | 0.5 | 2.5 | 2.9 | 2.8 |
Selling, General and Administrative Expenses | ||||
Other Commitments [Line Items] | ||||
Rent expense | $ 0 | $ 0.4 | $ 0.3 | $ 0.3 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Summary of Future Minimum Rental Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2022 | $ 4,026 |
2023 | 3,155 |
2024 | 2,387 |
2025 | 2,063 |
2026 | 1,954 |
Thereafter | 3,102 |
Total | $ 16,687 |
EQUITY - Ordinary Shares (Detai
EQUITY - Ordinary Shares (Details) - USD ($) | Dec. 07, 2021 | Dec. 31, 2021 | Nov. 09, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||
Authorized share capital | $ 4,100,000,000 | |||
Common stock, authorized (in shares) | 4,000,000,000 | 4,000,000,000 | 53,045,510 | |
Common stock, par value (in usd per share) | $ 1 | $ 1 | $ 1 | |
Preferred stock, authorized (in shares) | 10 | |||
Preferred stock, par value (in usd per share) | $ 10 | |||
Common stock, issued (in shares) | 157,237,435 | 53,045,510 | ||
Common stock, outstanding (in shares) | 157,237,435 | 53,045,510 | ||
Share Repurchase Plan | ||||
Class of Stock [Line Items] | ||||
Authorized repurchase amount | $ 100,000,000 | |||
Stock repurchase plan period | 24 months | |||
Stock repurchased during period (in shares) | 0 |
EQUITY - Predecessor (Details)
EQUITY - Predecessor (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||||
Shareholders' capital distributions | $ 0 | $ 60,000 | $ 0 | $ 12,360 |
EQUITY - Warrants (Details)
EQUITY - Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | |
Equity [Abstract] | ||
Warrants outstanding (in shares) | 34,019,900 | 34,020,000 |
Warrant exercise price (in usd per share) | $ 12 | |
Warrant redemption price (in usd per share) | $ 0.01 | |
Warrant stock price threshold (in usd per share) | $ 18 | |
Warrant consecutive trading days threshold | 10 days |
SHARE-BASED COMPENSATION AND _3
SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - 2021 Equity Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 09, 2021 | Dec. 07, 2021 | Nov. 09, 2021 | Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares authorized and reserved for future issuance (in shares) | 31,900,000 | |||||||
Granted (in shares) | 8,763,754 | 8,763,754 | ||||||
Lower exercise price (in usd per share) | $ 10 | |||||||
Upper exercise price (in usd per share) | $ 14 | |||||||
Period to comply with minimum personal investment requirement | 5 years | |||||||
Noncash stock compensation expense | $ 4,821 | $ 156 | $ 0 | $ 0 | ||||
Unrecognized compensation expense | 50,200 | $ 50,200 | ||||||
Compensation expense recognized | 4,821 | $ 156 | $ 0 | $ 0 | ||||
Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Minimum personal investment requirement | 2,200 | 2,200 | ||||||
Chief Financial Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Minimum personal investment requirement | 1,900 | 1,900 | ||||||
Director | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Minimum personal investment requirement | $ 1,500 | 1,500 | ||||||
Stock Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 10 years | |||||||
Noncash stock compensation expense | $ 3,600 | |||||||
Period for recognition | 2 years | |||||||
Bridge Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 245,004 | |||||||
Target EBITDA | $ 136,000 | |||||||
5-Year Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 8,518,750 | |||||||
Award vesting period | 5 years | |||||||
5-Year Option | Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Minimum compounded annual growth | 13.50% | |||||||
Percent vested | 25.00% | |||||||
5-Year Option | Tranche Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Minimum compounded annual growth | 23.50% | |||||||
Percent vested | 100.00% | |||||||
Common Stock | Consultant | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards granted in period (in shares) | 100,000 | |||||||
Grant date fair value (in usd per share) | $ 11.75 | |||||||
Compensation expense recognized | $ 1,200 |
SHARE-BASED COMPENSATION AND _4
SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 2 Months Ended | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | |
Number of Options | ||
Beginning balance (in shares) | shares | 0 | |
Granted (in shares) | shares | 8,763,754 | 8,763,754 |
Exercised (in shares) | shares | 0 | |
Forfeited (in shares) | shares | 0 | |
Ending balance (in shares) | shares | 8,763,754 | 8,763,754 |
Options vested and exercisable (in shares) | shares | 0 | 0 |
Weighted-Average Exercise/Conversion Price | ||
Beginning balance (in usd per share) | $ / shares | $ 0 | |
Granted (in usd per share) | $ / shares | 10.04 | |
Exercised (in usd per share) | $ / shares | 0 | |
Forfeited (in usd per share) | $ / shares | 0 | |
Ending balance (in usd per share) | $ / shares | 10.04 | $ 10.04 |
Options vested and exercisable (in usd per share) | $ / shares | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 10 months 24 days | |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 34,086 | $ 34,086 |
SHARE-BASED COMPENSATION AND _5
SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Summary of Stock Option Valuation Assumptions (Details) - Stock Option $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | $ | $ 0 |
Risk-free interest rate, minimum | 1.19% |
Risk-free interest rate, maximum | 1.37% |
Expected volatility, minimum | 42.74% |
Expected volatility, maximum | 51.05% |
Weighted average exercise price of options granted (in usd per share) | $ 10.04 |
Weighted average fair value of options granted (in usd per share) | $ 6.15 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 5 years 6 months |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 6 years 6 months |
SHARE-BASED COMPENSATION AND _6
SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Founder Advisory Amounts (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 15, 2022 | Dec. 31, 2021 | Nov. 09, 2021 | Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, outstanding (in shares) | 157,237,435 | 157,237,435 | 157,237,435 | 53,045,510 | ||||
Share price (in usd per share) | $ 12 | |||||||
Compensation expense recognized | $ 4,821 | $ 156 | $ 0 | $ 0 | ||||
Founder Advisory Agreement | Affiliated Entity | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Fixed annual advisory amount fair value | $ 197,400 | |||||||
Variable annual advisory amount fair value | $ 376,400 | |||||||
Founder Advisory Agreement | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Yearly issue percentage | 1.50% | |||||||
Common stock, outstanding (in shares) | 157,137,410 | |||||||
Shares issued yearly (in shares) | 2,357,061 | |||||||
Percentage settled in cash | 50.00% | |||||||
After cash settlement, percentage as liability | 50.00% | |||||||
After cash settlement, percentage as equity | 50.00% | |||||||
Settled in shares (in shares) | 5,952,992 | |||||||
Compensation expense recognized | $ 78,600 | $ 574,400 | $ 653,000 | |||||
Founder Advisory Agreement | Subsequent Event | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Payment of advisory amount | $ 53,500 | |||||||
Percentage settled in cash | 40.00% | |||||||
Remaining percentage | 60.00% | |||||||
Founder Advisory Agreement | Founder Advisory Agreement | Affiliated Entity | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Yearly issue percentage | 1.50% | |||||||
Common stock, outstanding (in shares) | 157,137,410 |
SHARE-BASED COMPENSATION AND _7
SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Founder Amount Valuation Assumptions (Details) - Founder Advisory Agreement - $ / shares | Dec. 31, 2021 | Nov. 09, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 1.52% | 1.47% |
Expected volatility | 37.50% | 35.00% |
Expected life (years) | 10 years | 10 years 1 month 24 days |
10-day volume weighted average stock price (in usd per share) | $ 13.63 | $ 12 |
SHARE-BASED COMPENSATION AND _8
SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Predecessor Narrative (Details) - Incentive Units $ in Millions | Nov. 09, 2021USD ($)shares | Nov. 08, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percent vested | 100.00% | |
Rate of return factor | 3 | |
Incentive units outstanding (in shares) | shares | 103,820 | |
Incentive units vested | $ | $ 2.7 | |
Tranche One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percent vested | 50.00% | |
Rate of return factor | 2 | |
Tranche Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percent vested | 25.00% | |
Rate of return factor | 2.5 | |
Tranche Three | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percent vested | 25.00% | |
Rate of return factor | 3 |
SHARE-BASED COMPENSATION AND _9
SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Savings and Investment Plans (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||||
Company's matching contribution | $ 0.3 | $ 0.9 | $ 1.1 | $ 1 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - LaderaTech, Inc $ in Millions | May 07, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
LaderaTech contingent earn-out included in other liabilities, non-current | $ 20 | $ 19.8 | |
Revenue threshold | $ 5 | ||
Measurement Input, Gross Profit | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent consideration liability, measurement input | 20 | ||
Qualified Product List Payment | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent future payments | 2.8 | 2.8 | |
Contingent consideration payment | $ 3 | ||
Earnout Achievement Of Revenue Thresholds Through 2026 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
LaderaTech contingent earn-out included in other liabilities, non-current | 20 | 19.8 | |
Contingent future payments | $ 17 | $ 20 | $ 17 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Liabilities Measured on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Founders advisory fees payable - related party | $ 365,789 | |
LaderaTech contingent earn-out included in other liabilities, non-current | 19,979 | $ 19,816 |
Total liabilities | 385,768 | |
Level 1 | ||
Liabilities: | ||
Founders advisory fees payable - related party | 114,276 | |
LaderaTech contingent earn-out included in other liabilities, non-current | 0 | 0 |
Total liabilities | 114,276 | |
Level 2 | ||
Liabilities: | ||
Founders advisory fees payable - related party | 0 | |
LaderaTech contingent earn-out included in other liabilities, non-current | 0 | 0 |
Total liabilities | 0 | |
Level 3 | ||
Liabilities: | ||
Founders advisory fees payable - related party | 251,513 | |
LaderaTech contingent earn-out included in other liabilities, non-current | 19,979 | $ 19,816 |
Total liabilities | $ 271,492 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of Level 3 Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | |
Founders Advisory Fees Payable - Related Party | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | $ 0 | $ 0 | $ 0 |
Acquired | 0 | ||
Settlements | 0 | ||
Change in fair value | 63,309 | ||
Loss on contingent earn-out | 0 | 0 | |
Ending Balance | 251,513 | 0 | 0 |
Founders Advisory Fees Payable - Related Party | Business Combination Successor Entity | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | 188,204 | ||
Ending Balance | 188,204 | ||
LaderaTech Contingent Earn-out | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | 19,781 | 19,816 | 0 |
Acquired | 19,816 | ||
Settlements | (3,000) | ||
Change in fair value | 0 | ||
Loss on contingent earn-out | 198 | 2,965 | |
Ending Balance | $ 19,979 | $ 19,781 | $ 19,816 |
FAIR VALUE MEASUREMENTS - Sum_2
FAIR VALUE MEASUREMENTS - Summary of Estimated Fair Value of Intangible Assets Acquired (Details) - SK Intermediate $ in Thousands | Nov. 09, 2021USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 1,112,000 |
Tradenames [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 101,000 |
Useful life | 20 years |
Customer lists [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 761,000 |
Useful life | 20 years |
Existing technology and patents | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 250,000 |
Useful life | 20 years |
RELATED PARTIES - Successor Nar
RELATED PARTIES - Successor Narrative (Details) $ / shares in Units, $ in Millions | Nov. 09, 2021USD ($)trading_day$ / sharesshares | Nov. 08, 2021$ / sharesshares | Dec. 31, 2021USD ($)shares | Nov. 08, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) |
Related Party Transaction [Line Items] | |||||||
Common stock, outstanding (in shares) | shares | 157,237,435 | 157,237,435 | 53,045,510 | ||||
Sale of stock, number of shares issued (in shares) | shares | 115,000,000 | ||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 10 | $ 10 | |||||
Affiliated Entity | Founder Advisory Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Fixed annual advisory amount fair value | $ 197.4 | ||||||
Variable annual advisory amount fair value | $ 376.4 | ||||||
Affiliated Entity | Founder Advisory Agreement | EverArc Founder Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Average share price threshold (in usd per share) | $ / shares | $ 10 | ||||||
Consecutive trading days | trading_day | 10 | ||||||
Increase in market value | 18.00% | ||||||
Share price (in usd per share) | $ / shares | $ 10 | ||||||
Common stock, outstanding (in shares) | shares | 157,137,410 | ||||||
Fixed annual advisory shares (in shares) | shares | 2,357,061 | ||||||
Yearly issue percentage | 1.50% | ||||||
Variable annual advisory, average share price (in usd per share) | $ / shares | $ 13.63 | ||||||
Variable annual advisory shares (in shares) | shares | 7,525,906 | ||||||
Variable annual advisory fee shares value | $ 102.5 | $ 102.5 | |||||
Fixed annual advisory fee shares value | 32.1 | $ 32.1 | |||||
Fixed annual advisory, average share price (in usd per share) | $ / shares | $ 13.63 | ||||||
Percentage received in shares | 60.00% | ||||||
Advisory share amount (in shares) | shares | 5,952,992 | ||||||
Percentage received in cash | 40.00% | ||||||
Payment of advisory amount | $ 53.5 | ||||||
Payment price, annual increase, percentage | 15.00% | ||||||
Fixed annual advisory amount fair value | $ 198 | 213.3 | 213.3 | ||||
Fixed annual advisory amount fair value, equity component | 99 | 99 | 99 | ||||
Fixed annual advisory amount fair value, liability component | 99 | 114.3 | 114.3 | ||||
Variable annual advisory amount fair value | 376.4 | 439.7 | 439.7 | ||||
Fixed annual advisory amount fair value, equity component | 188.2 | 188.2 | 188.2 | ||||
Fixed annual advisory amount fair value, liability component | $ 188.2 | 251.5 | $ 251.5 | ||||
Variable annual advisory paid in cash | 50.00% | ||||||
Variable annual advisory paid in shares | 50.00% | ||||||
Amount of transaction | $ 134.7 | ||||||
Affiliated Entity | Founder Advisory Agreement | EverArc Founder Entity | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Payout period | 10 years | ||||||
Affiliated Entity | Founder Advisory Agreement | EverArc Founder Entity | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Payout period | 6 years | ||||||
Affiliated Entity | Sale Of Raw Materials | Sellers | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related party | 3.3 | $ 11.7 | $ 6.4 | $ 6.7 | |||
Affiliated Entity | Lease Arrangements For Real Property | Ironman | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction expense | $ 0.1 | $ 0.3 | $ 0.4 | $ 0.3 | |||
Management | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of stock, number of shares issued (in shares) | shares | 1,104,810 | ||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 10 | ||||||
Director | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of stock, number of shares issued (in shares) | shares | 200,000 | ||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 10 | ||||||
Officer | |||||||
Related Party Transaction [Line Items] | |||||||
Restrictive covenant period | 3 years |
RELATED PARTIES - Predecessor N
RELATED PARTIES - Predecessor Narrative (Details) - Affiliated Entity - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Raw Material Purchases | Sellers | ||||
Related Party Transaction [Line Items] | ||||
Purchase from related party | $ 0.9 | $ 2.7 | $ 9.2 | |
Sale Of Raw Materials | Sellers | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related party | $ 3.3 | 11.7 | 6.4 | 6.7 |
Transition Services Agreement | Sellers | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction expense | 0.3 | |||
Business Acquisition, Management Consulting Fees | Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction expense | 1.1 | 1.3 | 1.4 | |
Lease Arrangements For Real Property | Ironman | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction expense | $ 0.1 | $ 0.3 | $ 0.4 | 0.3 |
Purchase Of Goods And Services | Sellers | ||||
Related Party Transaction [Line Items] | ||||
Purchase from related party | $ 1.7 |
REVENUE RECOGNITION - Summary o
REVENUE RECOGNITION - Summary of Revenue (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 21,023 | $ 341,315 | $ 339,577 | $ 239,310 |
Product | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 20,242 | 310,679 | 320,681 | 228,113 |
Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 692 | 27,220 | 17,137 | 9,295 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 89 | $ 3,416 | $ 1,759 | $ 1,902 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||||
Potential shares excluded from computation (in shares) | 8,800,000 | ||||
Net (loss) income | $ (680,457) | $ 20,629 | $ 24,249 | $ (42,037) | |
Basic (loss) earnings per share (in usd per share) | $ (4.33) | $ 0.39 | $ 0.46 | $ (0.79) | |
Diluted (loss) earnings per share (in usd per share) | $ (4.33) | $ 0.39 | $ 0.46 | $ (0.79) | |
Weighted-average shares outstanding: | |||||
Basic (in shares) | 157,158,579 | 53,045,510 | 53,045,510 | 53,045,510 | |
Diluted (in shares) | 157,158,579 | 53,045,510 | 53,045,510 | 53,045,510 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
SEGMENT INFORMATION - Summary o
SEGMENT INFORMATION - Summary of Segment Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 21,023 | $ 341,315 | $ 339,577 | $ 239,310 |
Adjusted EBITDA | (1,858) | 143,292 | 136,011 | 61,589 |
Income tax benefit (expense) | 4,675 | (14,136) | (10,483) | 17,674 |
Depreciation and amortization expense | 9,379 | 52,000 | 58,117 | 58,025 |
Interest and financing expense | 6,352 | 39,087 | 42,017 | 51,655 |
Founders advisory fees - related party | 652,990 | 0 | 0 | 0 |
Transaction expenses | 5,580 | 4,845 | 2,379 | 3,821 |
Share-based compensation expense | 4,821 | 156 | 0 | 0 |
Non-cash purchase accounting impact | 2,948 | 0 | 0 | 0 |
Loss on contingent earn-out | 198 | 2,965 | 0 | 0 |
Management fees | 0 | 1,073 | 1,281 | 1,366 |
Contingent future payments | 0 | 4,375 | 3,125 | 3,749 |
Unrealized foreign currency loss (gain) | 1,006 | 4,026 | (5,640) | 2,684 |
Net (loss) income | (680,457) | 20,629 | 24,249 | (42,037) |
Capital expenditures | 1,468 | 8,282 | 7,497 | 8,859 |
Assets | 2,581,560 | 1,138,206 | ||
Fire Safety | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 7,913 | 253,267 | 244,968 | 151,161 |
Adjusted EBITDA | (3,696) | 121,589 | 112,034 | 44,748 |
Depreciation and amortization expense | 7,418 | 36,994 | 41,271 | 40,761 |
Capital expenditures | 529 | 4,122 | 1,288 | 3,287 |
Assets | 2,114,812 | 793,040 | ||
Oil Additives | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 13,110 | 88,048 | 94,609 | 88,149 |
Adjusted EBITDA | 1,838 | 21,703 | 23,977 | 16,841 |
Depreciation and amortization expense | 1,961 | 15,006 | 16,846 | 17,264 |
Capital expenditures | 939 | $ 4,160 | 6,209 | $ 5,572 |
Assets | $ 466,748 | $ 345,166 |
SEGMENT INFORMATION - Summary_2
SEGMENT INFORMATION - Summary of Net Sales by Geographic Area (Details) - Revenue from Contract with Customer Benchmark - Geographic Concentration Risk | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
United States | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 52.00% | 75.00% | 73.00% | 82.00% | 65.00% |
International | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 48.00% | 25.00% | 18.00% | 35.00% | |
Spain | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 11.00% |
SEGMENT INFORMATION - Summary_3
SEGMENT INFORMATION - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 62,247 | $ 48,235 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 37,159 | 29,155 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 3,512 | 3,403 |
Germany | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 17,199 | 13,487 |
Other foreign jurisdictions | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 4,377 | $ 2,190 |
PARENT COMPANY INFORMATION - Co
PARENT COMPANY INFORMATION - Condensed Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets, Current [Abstract] | |||||
Cash and cash equivalents | $ 225,554 | $ 22,478 | |||
Prepaid expenses and other current assets | 14,161 | 11,406 | |||
Total current assets | 374,937 | 133,021 | |||
Other assets: | |||||
Total assets | 2,581,560 | 1,138,206 | |||
Current Liabilities: | |||||
Accounts payable | 27,469 | 9,869 | |||
Founders advisory fees payable—related party | 53,547 | 0 | |||
Accrued expenses and other current liabilities | 19,025 | 16,045 | |||
Total current liabilities | 100,486 | 32,923 | |||
Founders advisory fees payable—related party | 312,242 | 0 | |||
Redeemable preferred shares | 96,867 | 0 | |||
Founders advisory fees payable—related party | 3,699 | 0 | |||
Total liabilities | 1,498,250 | 846,784 | |||
Shareholders' equity: | |||||
Total shareholders' equity | 1,083,310 | $ 252,443 | 291,422 | $ 262,386 | $ 314,641 |
Total liabilities and shareholders' equity | 2,581,560 | $ 1,138,206 | |||
Parent Company | |||||
Assets, Current [Abstract] | |||||
Cash and cash equivalents | 216,413 | ||||
Intercompany receivable | 14,325 | ||||
Prepaid expenses and other current assets | 8,195 | ||||
Total current assets | 238,933 | ||||
Other assets: | |||||
Investment in subsidiaries | 1,352,389 | ||||
Intercompany note receivable | 20,000 | ||||
Total assets | 1,611,322 | ||||
Current Liabilities: | |||||
Accounts payable | 455 | ||||
Intercompany payable | 60,566 | ||||
Founders advisory fees payable—related party | 53,547 | ||||
Accrued expenses and other current liabilities | 636 | ||||
Total current liabilities | 115,204 | ||||
Founders advisory fees payable—related party | 312,242 | ||||
Redeemable preferred shares | 96,867 | ||||
Founders advisory fees payable—related party | 3,699 | ||||
Total liabilities | 528,012 | ||||
Shareholders' equity: | |||||
Total shareholders' equity | 1,083,310 | ||||
Total liabilities and shareholders' equity | $ 1,611,322 |
PARENT COMPANY INFORMATION - _2
PARENT COMPANY INFORMATION - Condensed Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||||
Selling, general and administrative expense | $ 16,982 | $ 38,981 | $ 37,747 | $ 36,198 |
Founders advisory fees - related party | 652,990 | 0 | 0 | 0 |
Total operating expenses | 678,068 | 88,558 | 90,569 | 89,660 |
Operating loss | (677,578) | 80,621 | 71,476 | (5,777) |
Other expenses | 7,554 | 45,856 | 36,744 | 53,934 |
(Loss) income before income taxes | (685,132) | 34,765 | 34,732 | (59,711) |
Net loss | (680,457) | 20,629 | 24,249 | (42,037) |
Total comprehensive (loss) income | (687,592) | $ 20,865 | $ 29,036 | $ (42,395) |
Parent Company | ||||
Operating expenses: | ||||
Selling, general and administrative expense | 2,254 | |||
Founders advisory fees - related party | 652,990 | |||
Total operating expenses | 655,244 | |||
Operating loss | (655,244) | |||
Other expenses | 934 | |||
(Loss) income before income taxes | (656,178) | |||
Undistributed earnings of subsidiaries | (24,279) | |||
Net loss | (680,457) | |||
Total comprehensive (loss) income | $ (680,457) |
PARENT COMPANY INFORMATION - _3
PARENT COMPANY INFORMATION - Condensed Statement of Cash Flows (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Nov. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||||
Net (loss) income | $ (680,457) | $ 20,629 | $ 24,249 | $ (42,037) | |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||||
Interest and payment-in-kind on preferred shares | 944 | 0 | 0 | 0 | |
Share-based compensation | 4,821 | 156 | 0 | 0 | |
Share-based compensation - Founders advisory fees - related party (equity settled) | 287,200 | 0 | 0 | 0 | |
Changes in operating assets and liabilities, net of acquisitions: | |||||
Intercompany receivable | 28,983 | (24,846) | 6,094 | (9,566) | |
Prepaid expenses and current other assets | (5,230) | (9,426) | (9,948) | 10,755 | |
Accounts payable | 8,194 | 10,108 | (9,608) | 3,901 | |
Accrued expenses and other current liabilities | 338 | 7,380 | (6,503) | 11,628 | |
Share-based compensation - Founders advisory fees - related party (equity settled) | 365,789 | 0 | 0 | 0 | |
Net cash provided by (used in) operating activities | 4,359 | 67,991 | 70,826 | (305) | |
Cash flows from investing activities: | |||||
Investment in subsidiaries | (1,209,155) | 0 | 0 | 0 | |
Net cash used in investing activities | (1,210,623) | (15,746) | (9,467) | (25,173) | |
Cash flows from financing activities: | |||||
Sale of PSSA Ordinary Shares | 2,000 | 0 | 0 | 0 | |
Net cash (used in) provided by financing activities | (697,221) | (64,210) | (45,610) | 21,030 | |
Net change in cash and cash equivalents | (1,904,223) | (11,530) | 12,656 | (6,137) | |
Cash and cash equivalents, beginning of period | 10,948 | 22,478 | $ 22,478 | 9,822 | 15,959 |
Cash and cash equivalents, end of period | 225,554 | 10,948 | 225,554 | 22,478 | 9,822 |
Non-cash investing and financing activities: | |||||
Redeemable preferred shares issued as consideration for business combination | 100,000 | 0 | 0 | 0 | |
Management Subscribers rollover contribution | 11,048 | 0 | $ 0 | $ 0 | |
Parent Company | |||||
Cash flows from operating activities: | |||||
Net (loss) income | (680,457) | ||||
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||||
Equity in earnings of subsidiaries | 24,279 | ||||
Interest and payment-in-kind on preferred shares | 944 | ||||
Share-based compensation | 1,182 | ||||
Share-based compensation - Founders advisory fees - related party (equity settled) | 287,200 | ||||
Changes in operating assets and liabilities, net of acquisitions: | |||||
Intercompany receivable | (14,325) | ||||
Prepaid expenses and current other assets | (8,195) | ||||
Accounts payable | 455 | ||||
Accrued expenses and other current liabilities | 889 | ||||
Share-based compensation - Founders advisory fees - related party (equity settled) | 365,789 | ||||
Net cash provided by (used in) operating activities | (22,239) | ||||
Cash flows from investing activities: | |||||
Investment in subsidiaries | (1,209,155) | ||||
Intercompany note receivable | (20,000) | ||||
Net cash used in investing activities | (1,229,155) | ||||
Cash flows from financing activities: | |||||
Net cash (used in) provided by financing activities | 2,000 | ||||
Net change in cash and cash equivalents | (1,249,394) | ||||
Cash and cash equivalents, beginning of period | 1,465,807 | ||||
Cash and cash equivalents, end of period | 216,413 | $ 1,465,807 | $ 216,413 | ||
Non-cash investing and financing activities: | |||||
Redeemable preferred shares issued as consideration for business combination | 100,000 | ||||
Management Subscribers rollover contribution | 11,048 | ||||
Parent Company | Director Subscribers | |||||
Cash flows from financing activities: | |||||
Sale of PSSA Ordinary Shares | $ 2,000 |