Perimeter Solutions (PRM) 10-Q 9 Nov 23 2023 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2023	Nov. 06, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-41027
Entity Registrant Name	PERIMETER SOLUTIONS, SA
Entity Incorporation, State or Country Code	N4
Entity Tax Identification Number	98-1632942
Entity Address, Address Line One	12E rue Guillaume Kroll
Entity Address, Postal Zip Code	L-1882
Entity Address, Country	LU
Entity Address, City or Town	Grand Duchy of Luxembourg
City Area Code	314
Local Phone Number	396-7343
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		152,784,298
Entity Central Index Key	0001880319
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Ordinary Shares, nominal value $1.00 per share
Trading Symbol	PRM
Security Exchange Name	NYSE
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants for Ordinary Shares
Trading Symbol	PRMFF

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 71,761	$ 126,750
Accounts receivable, net	72,098	26,646
Inventories	139,785	142,961
Income tax receivable	3,728	214
Prepaid expenses and other current assets	6,984	11,951
Total current assets	294,356	308,522
Property, plant and equipment, net	58,308	58,846
Operating lease right-of-use assets	16,959	18,582
Finance lease right-of-use assets	5,585	0
Goodwill	1,028,802	1,031,460
Intangible assets, net	954,498	1,037,440
Other assets, net	1,428	1,766
Total assets	2,359,936	2,456,616
Current liabilities:
Accrued expenses and other current liabilities	37,611	32,705
Deferred revenue	1,169	0
Total current liabilities	63,537	74,154
Long-term debt	666,184	665,280
Operating lease liabilities, net of current portion	15,385	15,484
Finance lease liabilities, net of current portion	5,036	0
Deferred income taxes	266,784	278,270
Founders advisory fees payable - related party	55,993	170,718
Other non-current liabilities	2,087	9,322
Total liabilities	1,182,551	1,317,716
Commitments and contingencies (Note 9)
Shareholders’ equity:
Ordinary shares, $1 nominal value per share, 4,000,000,000 shares authorized; 165,066,195 and 163,234,542 shares issued; 152,784,298 and 156,797,806 shares outstanding at September 30, 2023 and December 31, 2022, respectively	165,067	163,235
Treasury shares, at cost; 12,281,897 shares and 6,436,736 at September 30, 2023 and December 31, 2022, respectively	(86,588)	(49,341)
Additional paid-in capital	1,696,819	1,698,781
Accumulated other comprehensive loss	(30,336)	(25,471)
Accumulated deficit	(567,577)	(648,304)
Total shareholders’ equity	1,177,385	1,138,900
Total liabilities and shareholders’ equity	2,359,936	2,456,616
Nonrelated Party
Current liabilities:
Accounts payable	18,838	36,794
Redeemable preferred shares	104,767	101,279
Related Party
Current liabilities:
Accounts payable	5,919	4,655
Redeemable preferred shares	2,778	3,209
Customer lists, net
Current assets:
Intangible assets, net	681,509	710,329
Technology and patents, net
Current assets:
Intangible assets, net	182,518	232,818
Tradenames
Current assets:
Intangible assets, net	$ 90,471	$ 94,293

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in usd per share)	$ 1	$ 1
Common stock, authorized (in shares)	4,000,000,000	4,000,000,000
Common stock, issued (in shares)	165,066,195	163,234,542
Common stock, outstanding (in shares)	152,784,298	156,797,806
Treasury stock, shares (in shares)	12,281,897	6,436,736

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net sales	$ 142,658	$ 160,509	$ 262,653	$ 319,232
Cost of goods sold	69,357	73,761	144,509	187,154
Gross profit	73,301	86,748	118,144	132,078
Operating expenses:
Selling, general and administrative expense	16,161	15,650	41,523	54,483
Amortization expense	13,778	13,738	41,312	41,395
Founders advisory fees - related party	(24,544)	(73,713)	(108,806)	(154,026)
Intangible impairment	40,738	0	40,738	0
Other operating (income) expense	0	(51)	10	405
Total operating expenses	46,133	(44,376)	14,777	(57,743)
Operating income	27,168	131,124	103,367	189,821
Other expense (income):
Interest expense, net	10,448	9,944	30,938	32,582
Gain on contingent earn-out	(7,665)	(3,644)	(7,273)	(13,042)
Unrealized foreign currency loss	1,384	4,705	756	8,741
Other (income) expense, net	(60)	(785)	29	(820)
Total other expense, net	4,107	10,220	24,450	27,461
Income before income taxes	23,061	120,904	78,917	162,360
Income tax (expense) benefit	(3,779)	(14,677)	1,810	(10,243)
Net income	19,282	106,227	80,727	152,117
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	(8,673)	(18,181)	(4,865)	(34,426)
Total comprehensive income	$ 10,609	$ 88,046	$ 75,862	$ 117,691
Earnings per share:
Basic (in usd per share)	$ 0.13	$ 0.65	$ 0.52	$ 0.94
Diluted (in usd per share)	$ 0.12	$ 0.60	$ 0.48	$ 0.86
Weighted average number of ordinary shares outstanding:
Basic (in shares)	153,694,160	162,635,592	155,958,492	161,943,492
Diluted (in shares)	165,479,465	176,777,958	167,743,797	176,085,858

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Ordinary Shares	Treasury Shares	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment
Beginning balance (in shares) at Dec. 31, 2021			157,237,435
Beginning balance at Dec. 31, 2021	$ 1,081,618	$ (1,545)	$ 157,237	$ 0	$ 1,670,033	$ (7,135)	$ (738,517)	$ (1,545)
Beginning balance (in shares) at Dec. 31, 2021				0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	4,963				4,963
Ordinary shares issued related to founders advisory fees - related party (in shares)			5,952,992
Ordinary shares issued related to founders advisory fees - related party	13,783		$ 5,954		7,829
Ordinary share issued related to warrants exercised (in shares)			44,115
Ordinary share issued related to warrants exercised	529		$ 44		485
Net income	36,963						36,963
Other comprehensive income (loss)	126					126
Ending balance (in shares) at Mar. 31, 2022			163,234,542
Ending balance at Mar. 31, 2022	1,136,437		$ 163,235	$ 0	1,683,310	(7,009)	(703,099)
Ending balance (in shares) at Mar. 31, 2022				0
Beginning balance (in shares) at Dec. 31, 2021			157,237,435
Beginning balance at Dec. 31, 2021	1,081,618	$ (1,545)	$ 157,237	$ 0	1,670,033	(7,135)	(738,517)	$ (1,545)
Beginning balance (in shares) at Dec. 31, 2021				0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	152,117
Ending balance (in shares) at Sep. 30, 2022			163,234,542
Ending balance at Sep. 30, 2022	1,212,055		$ 163,235	$ (7,572)	1,685,898	(41,561)	(587,945)
Ending balance (in shares) at Sep. 30, 2022				918,216
Beginning balance (in shares) at Mar. 31, 2022			163,234,542
Beginning balance at Mar. 31, 2022	1,136,437		$ 163,235	$ 0	1,683,310	(7,009)	(703,099)
Beginning balance (in shares) at Mar. 31, 2022				0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	3,433				3,433
Ordinary shares repurchased (in shares)				597,513
Ordinary shares repurchased	(5,008)			$ (5,008)
Net income	8,927						8,927
Other comprehensive income (loss)	(16,371)					(16,371)
Ending balance (in shares) at Jun. 30, 2022			163,234,542
Ending balance at Jun. 30, 2022	1,127,418		$ 163,235	$ (5,008)	1,686,743	(23,380)	(694,172)
Ending balance (in shares) at Jun. 30, 2022				597,513
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	(845)				(845)
Ordinary shares repurchased (in shares)				320,703
Ordinary shares repurchased	(2,564)			$ (2,564)
Net income	106,227						106,227
Other comprehensive income (loss)	(18,181)					(18,181)
Ending balance (in shares) at Sep. 30, 2022			163,234,542
Ending balance at Sep. 30, 2022	$ 1,212,055		$ 163,235	$ (7,572)	1,685,898	(41,561)	(587,945)
Ending balance (in shares) at Sep. 30, 2022				918,216
Beginning balance (in shares) at Dec. 31, 2022	163,234,542		163,234,542
Beginning balance at Dec. 31, 2022	$ 1,138,900		$ 163,235	$ (49,341)	1,698,781	(25,471)	(648,304)
Beginning balance (in shares) at Dec. 31, 2022	6,436,736			6,436,736
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	$ (3,074)				(3,074)
Ordinary shares issued related to founders advisory fees - related party (in shares)			1,831,653
Ordinary shares issued related to founders advisory fees - related party	0		$ 1,832		(1,832)
Ordinary shares repurchased (in shares)				115,570
Ordinary shares repurchased	(864)			$ (864)
Net income	9,431						9,431
Other comprehensive income (loss)	1,593					1,593
Ending balance (in shares) at Mar. 31, 2023			165,066,195
Ending balance at Mar. 31, 2023	$ 1,145,986		$ 165,067	$ (50,205)	1,693,875	(23,878)	(638,873)
Ending balance (in shares) at Mar. 31, 2023				6,552,306
Beginning balance (in shares) at Dec. 31, 2022	163,234,542		163,234,542
Beginning balance at Dec. 31, 2022	$ 1,138,900		$ 163,235	$ (49,341)	1,698,781	(25,471)	(648,304)
Beginning balance (in shares) at Dec. 31, 2022	6,436,736			6,436,736
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 80,727
Ending balance (in shares) at Sep. 30, 2023	165,066,195		165,066,195
Ending balance at Sep. 30, 2023	$ 1,177,385		$ 165,067	$ (86,588)	1,696,819	(30,336)	(567,577)
Ending balance (in shares) at Sep. 30, 2023	12,281,897			12,281,897
Beginning balance (in shares) at Mar. 31, 2023			165,066,195
Beginning balance at Mar. 31, 2023	$ 1,145,986		$ 165,067	$ (50,205)	1,693,875	(23,878)	(638,873)
Beginning balance (in shares) at Mar. 31, 2023				6,552,306
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	1,195				1,195
Ordinary shares repurchased (in shares)				3,993,056
Ordinary shares repurchased	(26,348)			$ (26,348)
Net income	52,014						52,014
Other comprehensive income (loss)	2,215					2,215
Ending balance (in shares) at Jun. 30, 2023			165,066,195
Ending balance at Jun. 30, 2023	1,175,062		$ 165,067	$ (76,553)	1,695,070	(21,663)	(586,859)
Ending balance (in shares) at Jun. 30, 2023				10,545,362
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	1,749				1,749
Ordinary shares repurchased (in shares)				1,736,535
Ordinary shares repurchased	(10,035)			$ (10,035)
Net income	19,282						19,282
Other comprehensive income (loss)	$ (8,673)					(8,673)
Ending balance (in shares) at Sep. 30, 2023	165,066,195		165,066,195
Ending balance at Sep. 30, 2023	$ 1,177,385		$ 165,067	$ (86,588)	$ 1,696,819	$ (30,336)	$ (567,577)
Ending balance (in shares) at Sep. 30, 2023	12,281,897			12,281,897

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income	$ 80,727	$ 152,117
Adjustments to reconcile net income to net cash used in operating activities:
Founders advisory fees - related party (change in accounting fair value)	(108,806)	(154,026)
Depreciation and amortization expense	48,493	49,536
Interest and payment-in-kind on preferred shares	5,094	4,903
Share-based compensation	(130)	7,551
Non-cash lease expense	3,353	4,023
Deferred income taxes	(11,302)	(20,488)
Intangible impairment	40,738	0
Amortization of deferred financing costs	1,243	1,196
Amortization of acquisition related inventory step-up	0	24,796
Gain on contingent earn-out	(7,273)	(13,042)
Unrealized loss on foreign currency	756	8,741
Loss on disposal of assets	3	9
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(46,216)	(63,838)
Inventories	2,674	(40,759)
Prepaid expenses and current other assets	4,966	9,058
Accounts payable	(17,999)	4,975
Deferred revenue	1,169	889
Income taxes payable, net	(8,784)	23,271
Accrued expenses and other current liabilities	9,024	15,547
Founders advisory fees - related party (cash settled)	(4,655)	(53,547)
Operating lease liabilities	(3,206)	(3,797)
Finance lease liabilities	(172)	0
Other liabilities	69	(299)
Net cash used in operating activities	(10,234)	(43,184)
Cash flows from investing activities:
Purchase of property and equipment	(6,630)	(6,024)
Purchase price adjustment under Business Combination Agreement	0	(1,638)
Net cash used in investing activities	(6,630)	(7,662)
Cash flows from financing activities:
Ordinary shares repurchased	(37,247)	(7,572)
Proceeds from exercise of warrants	0	529
Principal payments on finance lease obligations	(251)	0
Net cash used in financing activities	(37,498)	(7,043)
Effect of foreign currency on cash and cash equivalents	(627)	(1,409)
Net change in cash and cash equivalents	(54,989)	(59,298)
Cash and cash equivalents, beginning of period	126,750	225,554
Cash and cash equivalents, end of period	71,761	166,256
Supplemental disclosures of cash flow information:
Cash paid for interest	19,971	18,299
Cash paid for income taxes	20,562	7,588
Non-cash investing and financing activities:
Liability portion of founders advisory fees - related party reclassified to additional paid in capital	$ 0	$ 13,783

DESCRIPTION OF BUSINESS AND BAS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Organization and General Perimeter Solutions, SA, (“PSSA”), a public company limited by shares ( société anonyme ) was incorporated on June 21, 2021 under the laws of the Grand Duchy of Luxembourg. PSSA is headquartered in the Grand Duchy of Luxembourg with global operations in North America, Europe, and Asia Pacific. PSSA's ordinary shares, nominal value, $1.00 per share (the “Ordinary Shares”), are listed on the New York Stock Exchange ("NYSE") and trade under the symbol "PRM." The condensed consolidated financial statements herein include the assets, liabilities, and results of operations of PSSA and its subsidiaries, all of which are wholly owned (collectively, the “Company”). Business Operations The Company is a global solutions provider for the fire safety and specialty chemical industries. Approximately 74% of the Company's 2022 annual revenues were derived in the United States, approximately 15% in Europe, approximately 5% in Canada and approximately 2% in Mexico, with the remaining approximately 4% spread across various other countries. The Company’s business is organized and managed in two reporting segments: Fire Safety and Specialty Products. 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 approvals, qualifications, and permits granted by the respective governments and commercial customers around the world. The Specialty Products segment produces and sells Phosphorus Pentasulfide ("P 2 S 5 ") in several end markets and applications, including lubricant additives, various agricultural applications, various mining applications, and emerging electric battery technologies. Within the lubricant additives end market, currently the Company’s largest end market application, P 2 S 5 is primarily used in the production of a family of compounds called Zinc Dialkyldithiophosphates (“ZDDP”), which is considered an essential component in the formulation of engine oils with its main function to provide anti-wear protection to engine components. P 2 S 5 is also used in pesticide and mining chemicals applications. Global Economic Environment In recent years, the global economy and labor markets have experienced significant inflationary pressures attributable to ongoing economic recovery and supply chain issues, in part due to the impacts of the COVID-19 pandemic and the conflicts in Ukraine and Israel. While the Company has limited exposure in regions with active conflict, it continues to monitor and take actions with its customers and suppliers to mitigate the impact of these inflationary pressures in the future. Actions to mitigate inflationary pressures with suppliers include aggregation of purchase requirements to achieve optimal volume benefits, negotiation of cost-reductions and identification of more cost competitive suppliers. While these actions are designed to offset the impact of inflationary pressures, the Company cannot provide assurance that they will be successful in fully offsetting increased costs resulting from inflationary pressure. In addition, interest payments for borrowings under the Company’s revolving credit facility are based on variable rates and any continued increase in interest rates may reduce the Company’s cash flow available for other corporate purposes.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments of a normal and recurring nature considered necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements. The results of operations for the interim period are not necessarily indicative of the results that will be realized for the entire fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes thereto included in the Company’s 2022 Annual Report. The condensed consolidated financial statements for the prior periods include certain reclassifications that were made to conform to the current period presentation. Such reclassifications have no impact on previously reported condensed consolidated financial position, results of operations or cash flows. Principles of Consolidation The unaudited condensed 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 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 unaudited condensed consolidated financial statements include the useful lives of long-lived and intangible assets, the allowance for doubtful accounts, the fair value of financial assets and liabilities, stock options, founder advisory fees, contingent earn-out liability and realizability of deferred tax assets. Actual results could differ from those estimates. As of September 30, 2023, the Company ’s significant accounting policies are consistent with those discussed in Note 2 - “Summary of Significant Accounting Policies and Recent Accounting Pronouncements” in its consolidated financial statements included in the Company’s 2022 Annual Report, except for performance-based non-qualified stock options ("PBNQSO") granted during the three months ended March 31, 2023 (“Q1-2023 Option Grants”), modifications to PBNQSO’s as of May 8, 2023 and PBNQSO’s granted during the three months ended September 30, 2023 (“Q3-2023 Option Grants”). For Q1-2023 Option Grants, t he Company recognized compensation costs related to PBNQSO’s granted to employees and non-employees based on the estimated fair value of the awards on the date of grant. The Company estimated the grant date fair value, and the resulting share-based compensation expense, using the Black-Scholes option-pricing model. The Company records forfeitures as they are incurred. The grant date fair value of the PBNQSO’s is expensed proportionately for each tranche over the applicable service period. The fair value of PBNQSO’s is recognized as compensation expense beginning at the time in which the performance conditions are deemed probable of achievement, over the remaining applicable service period. The assumptions used in the Black-Scholes option-pricing model are as follows: • Exercise price. The Company's Ordinary Shares’ fair market value on the date of grant. • Fair Market Value of Ordinary Shares. The grant date fair market value is the quoted market price of the Company's Ordinary Shares. • Expected term. The expected term of stock options represents the period that the stock options are expected to remain outstanding and is based on vesting terms, exercise term and contractual lives of the options. The expected term is based on the simplified method and is estimated as the average of the weighted average vesting term and the time to expiration as of the grant date. The simplified method was used due to the lack of historical exercise information. • Expected volatility. As the Company does not have sufficient historical stock price information to meet the expected life of the stock option grants, it uses a blended volatility based on the Company’s short trading history and on the trading history from the common stock of a set of comparable publicly listed companies. • Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield with a maturity equal to the expected term of the stock options in effect at the time of grant. • Dividend yield. The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plan to pay any dividends on its Ordinary Shares. As of May 8, 2023, to better account for seasonal fluctuations of the business, and to better align stock option performance with shareholder return, the Company modified certain terms in the PBNQSO agreements. One modification eliminated a term that provided discretion to the compensation committee to make certain adjustments on how the annual operational performance per diluted share (“AOP”) against the performance target will be measured. Such discretion prohibited the establishment of the grant date under Accounting Standards Codification (“ASC”) Topic 718, “Compensation—Stock Compensation” (“Topic 718”). As of May 8, 2023, it was determined that a mutual understanding of the key terms and conditions of the PBNQSO’s has been ascertained and the grant date was therefore established for PBNQSO’s granted through December 31, 2022 (“Prior Grants”). The modifications were determined to be a Type I (probable to probable) modification under Topic 718. As such, the Company performed a final fair value remeasurement under the original terms of Prior Grants using the Hull-White model and recognized the cumulative compensation cost to reflect the cumulative effect of re-measuring the compensation cost as of May 8, 2023. Subsequently, the Company calculated the modification date fair value for the PBNQSO’s based on the modified terms using (i) the Hull-White model that addresses the performance condition in the option agreements, and (ii) using the Monte Carlo simulation model that addresses the market condition in the option agreements. The modification did not result in any incremental share-based compensation expense for the Q1-2023 Option Grants. The Company currently expects that the performance condition for the modified awards is probable of being achieved, accordingly, the fair value of the PBNQSO’s on the modification date , calculated using the Hull-White model and Black Scholes option-pricing model, as applicable, is recognized as compensation expense on a proportionate basis, for each tranche, over the remaining applicable service period . The Hull-White model requires us to make assumptions and judgments about the variables used in the calculation, including the sub-optimal exercise factor, drift rate, the volatility of our Ordinary Shares, risk-free interest rate, and expected dividends. Changes in assumptions made on the risk-free interest rate and expected volatility can materially impact the estimate of fair value and ultimately how much share-based compensation expense is recognized. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of modification and corresponds to the remaining contractual term of the PBNQSO’s. As the Company does not have sufficient historical stock price information to meet the expected life of the stock option grants, it uses a blended volatility based on the Company’s short trading history and on the trading history from the common stock of a set of comparable publicly listed companies. For Q3-2023 Option Grants, t he Company recognized compensation costs related to PBNQSO’s granted to employees and non-employees based on the estimated fair value of the awards on the date of grant. The Company estimated the grant date fair value, and the resulting share-based compensation expense, using the Hull-White model as this model considers the future movement in Ordinary Share price and option holders’ behavior with respect to option exercises. Recently Issued and Adopted Accounting Standards In July 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-03 to amend various SEC paragraphs in the Accounting Standards Codification (“ASC”) to primarily reflect the issuance of SEC Staff Accounting Bulletin No. 120. ASU No. 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120 (“SAB 120”), SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force Meeting (“EITF”) Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock.” ASU 2023-03 amends the ASC for SEC updates pursuant to SEC Staff Accounting Bulletin No. 120; SEC Staff Announcement at the March 24, 2022 EITF Meeting; and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. SAB 120 provides guidance on the measurement and disclosure of share-based awards shortly before announcing material nonpublic information. These updates were immediately effective and did not have any impact on our condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and in January 2021 issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. These ASUs provided temporary optional expedients and exceptions to existing guidance on contract modifications and hedge accounting to facilitate the market transition from existing reference rates, such as London Interbank Offered Rate (“LIBOR”) which is being phased out, to alternate reference rates, such as Secured Overnight Financing Rate (“SOFR”). These standards are elective and are effective upon issuance for all entities through December 31, 2022. In December 2022, the FASB issued ASU No. 2022-06, which deferred the sunset date of reference rate reform relief to December 31, 2024. The switch in the reference rates from LIBOR to SOFR, under the Company’s Revolving Credit Facility (defined below), occurred as of June 30, 2023. The Company did not have any outstanding borrowings under the Revolving Credit Facility, accordingly, the switch in the reference rates from LIBOR to SOFR did not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and issued subsequent amendments to the initial guidance within ASU 2019-04, ASU 2019-05 and ASU 2019-11. The amendments required an entity to replace the incurred loss impairment methodology in current U.S. GAAP with a new model that uses a forward-looking expected loss method, which generally results in earlier recognition of allowances for losses. The Company adopted the standard as of January 1, 2022 at December 31, 2022. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements with the most significant impact being the increase in allowance for doubtful accounts related to its trade accounts receivable. The adoption adjustment was recorded to accumulated deficit in the accompanying condensed consolidated statements of shareholders’ equity.

BUSINESS ACQUISITIONS

BUSINESS ACQUISITIONS	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
BUSINESS ACQUISITIONS	BUSINESS ACQUISITIONS Business Combination On November 9, 2021 (the “Closing Date”), PSSA consummated the transactions (the “Business Combination”) contemplated by the business combination agreement with EverArc Holdings Limited, the former parent company of PSSA ("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 and EverArc (BVI) Merger Sub Limited, incorporated in the British Virgin Islands and a wholly-owned subsidiary of PSSA (the “Business Combination Agreement”) dated June 15, 2021. Pursuant to the Business Combination Agreement, EverArc entered into an escrow agreement with SK Holdings and Wilmington Trust, N.A., a national banking association, as escrow agent, which provided that approximately $7.6 million of the cash consideration payable pursuant to the Business Combination Agreement 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. Approximately $7.6 million held in escrow was released and an additional $1.6 million related to the difference in estimated and actual working capital as of the Closing Date was also paid to SK Holdings.

BALANCE SHEET COMPONENTS

BALANCE SHEET COMPONENTS	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BALANCE SHEET COMPONENTS	BALANCE SHEET COMPONENTS Details of certain balance sheet items are presented below (in thousands): September 30, 2023 December 31, 2022 Inventory: Raw materials and manufacturing supplies $ 69,950 $ 65,968 Work in process 228 248 Finished goods 69,607 76,745 Total inventory $ 139,785 $ 142,961 Prepaid Expenses and Other Current Assets: Advance to vendors $ 2,681 $ 2,047 Prepaid insurance 797 5,870 Prepaid value-added taxes 1,852 2,872 Other 1,654 1,162 Total prepaid expenses and other current assets $ 6,984 $ 11,951 Property, Plant and Equipment: Buildings $ 3,930 $ 3,948 Leasehold improvements 2,671 2,333 Furniture and fixtures 511 344 Machinery and equipment 60,828 58,314 Vehicles 3,974 4,106 Construction in progress 3,843 1,953 Total property, plant and equipment, gross 75,757 70,998 Less: Accumulated depreciation (17,449) (12,152) Total property, plant and equipment, net $ 58,308 $ 58,846 Accrued Expenses and Other Current Liabilities: Accrued bonus $ 3,077 $ 3,278 Accrued salaries 2,152 2,332 Accrued employee benefits 1,251 846 Accrued interest 16,100 8,235 Accrued purchases 5,601 1,790 Accrued taxes 5,258 11,000 Operating lease liabilities 2,235 3,541 Finance lease liabilities 544 — Other 1,393 1,683 Total accrued expenses and other current liabilities $ 37,611 $ 32,705 Other Non-Current Liabilities: LaderaTech contingent earn-out $ — $ 7,273 Other 2,087 2,049 Total other non-current liabilities $ 2,087 $ 9,322 Depreciation expense related to property, plant and equipment was $2.5 million and $7.2 million for the three and nine months ended September 30, 2023, respectively, and $2.7 million and $8.1 million for the three and nine months ended September 30, 2022, respectively, substantially all of which was presented in cost of goods sold in the accompanying condensed consolidated statements of operations and comprehensive income (loss). The Company had an allowance for doubtful accounts, included in accounts receivable, net of $0.6 million and $0.9 million as of September 30, 2023 and December 31, 2022, respectively. The Company’s account receivable, net as of December 31, 2021 was $24.3 million.

GOODWILL AND OTHER INTANGIBLE A

GOODWILL AND OTHER INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND OTHER INTANGIBLE ASSETS	GOODWILL AND OTHER INTANGIBLE ASSETS The changes in the carrying amount of goodwill by reportable segment are as follows (in thousands): Fire Safety Specialty Products Total Balance, December 31, 2022 $ 860,319 $ 171,141 $ 1,031,460 Foreign currency translation (2,078) (580) (2,658) Balance, September 30, 2023 $ 858,241 $ 170,561 $ 1,028,802 Intangible assets and related accumulated amortization as of September 30, 2023 and December 31, 2022 are as follows (in thousands): September 30, 2023 Estimated Gross Value Impairment Foreign Accumulated Net Book Definite Lived Intangible Assets: Customer lists 20 $ 761,000 $ — $ (7,987) $ (71,504) $ 681,509 Technology and patents 20 250,000 (40,738) (3,317) (23,427) 182,518 Tradenames 20 101,000 — (1,038) (9,491) 90,471 Balance, September 30, 2023 $ 1,112,000 $ (40,738) $ (12,342) $ (104,422) $ 954,498 As of September 30, 2023, due to a downward revision in the revenue forecast related to a contingent earn-out eligible fire retardant product acquired by the Company in May 2020 during the purchase of LaderaTech, Inc. (“LaderaTech”), the Company determined that the $40.7 million in carrying value of the technology underlying the contingent earn-out eligible fire retardant product is no longer recoverable. As a result, during the three months ended September 30, 2023 the Company recorded an impairment of $40.7 million in the accompanying condensed consolidated statements of operations and comprehensive income (loss) . December 31, 2022 Estimated Gross Value Foreign Accumulated Net Book Definite Lived Intangible Assets: Customer lists 20 $ 761,000 $ (7,451) $ (43,220) $ 710,329 Technology and patents 20 250,000 (3,029) (14,153) 232,818 Tradenames 20 101,000 (970) (5,737) 94,293 Balance, December 31, 2022 $ 1,112,000 $ (11,450) $ (63,110) $ 1,037,440 Amortization expense for definite-lived intangible assets was $13.8 million and $41.3 million for the three and nine months ended September 30, 2023, respectively, and $13.7 million and $41.4 million for the three and nine months ended September 30, 2022, respectively. Estimated annual amortization expense of intangible assets for the next five years ending December 31 and thereafter is as follows (in thousands): 2023 remaining $ 13,338 2024 53,350 2025 53,350 2026 53,350 2027 53,350 Thereafter 727,760 Total $ 954,498

LEASES

LEASES	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
LEASES	LEASES Lease cost for the three and nine months ended September 30, 2023 and 2022 are as follow (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease cost (1) $ 1,082 $ 1,381 $ 3,353 $ 4,023 Finance lease cost: Amortization of right-of-use assets 217 — 335 — Interest on lease liabilities 106 — 181 — Total lease cost $ 1,405 $ 1,381 $ 3,869 $ 4,023 Reported in: Cost of goods sold $ 1,268 $ 1,246 $ 3,532 $ 3,679 Selling, general and administrative 137 135 337 344 Total lease cost $ 1,405 $ 1,381 $ 3,869 $ 4,023 (1) Operating lease cost does not include short-term leases or variable costs, all of which are immaterial. As of September 30, 2023 the weighted-average remaining lease term of operating leases and finance leases were approximately 8.4 years and 8.1 years, respectively and the weighted-average discount rates applied were 6.6% and 7.8%, respectively. Supplemental cash flow information related to leases for the nine months ended September 30, 2023 and 2022 are as follows (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 3,206 $ 3,797 Operating cash flows for finance leases 172 — Financing cash flows for finance leases 251 — Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 4,492 $ 4,326 Finance leases 5,677 — Net change in operating lease right-of-use assets due to lease modifications resulting in reclassification of leases from operating to finance $ (1,514) — As of September 30, 2023, the estimated future minimum payment obligations for non-cancelable operating leases and finance leases are as follows (in thousands): Operating Leases Finance Leases Remainder of 2023 $ 976 $ 244 2024 3,173 962 2025 3,105 879 2026 2,753 731 2027 2,577 694 Thereafter 10,880 4,693 Total Lease payments 23,464 8,203 Less: imputed interest 5,844 2,623 Present value of lease liabilities $ 17,620 $ 5,580
LEASES	LEASES Lease cost for the three and nine months ended September 30, 2023 and 2022 are as follow (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease cost (1) $ 1,082 $ 1,381 $ 3,353 $ 4,023 Finance lease cost: Amortization of right-of-use assets 217 — 335 — Interest on lease liabilities 106 — 181 — Total lease cost $ 1,405 $ 1,381 $ 3,869 $ 4,023 Reported in: Cost of goods sold $ 1,268 $ 1,246 $ 3,532 $ 3,679 Selling, general and administrative 137 135 337 344 Total lease cost $ 1,405 $ 1,381 $ 3,869 $ 4,023 (1) Operating lease cost does not include short-term leases or variable costs, all of which are immaterial. As of September 30, 2023 the weighted-average remaining lease term of operating leases and finance leases were approximately 8.4 years and 8.1 years, respectively and the weighted-average discount rates applied were 6.6% and 7.8%, respectively. Supplemental cash flow information related to leases for the nine months ended September 30, 2023 and 2022 are as follows (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 3,206 $ 3,797 Operating cash flows for finance leases 172 — Financing cash flows for finance leases 251 — Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 4,492 $ 4,326 Finance leases 5,677 — Net change in operating lease right-of-use assets due to lease modifications resulting in reclassification of leases from operating to finance $ (1,514) — As of September 30, 2023, the estimated future minimum payment obligations for non-cancelable operating leases and finance leases are as follows (in thousands): Operating Leases Finance Leases Remainder of 2023 $ 976 $ 244 2024 3,173 962 2025 3,105 879 2026 2,753 731 2027 2,577 694 Thereafter 10,880 4,693 Total Lease payments 23,464 8,203 Less: imputed interest 5,844 2,623 Present value of lease liabilities $ 17,620 $ 5,580

LONG-TERM DEBT AND REDEEMABLE P

LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES	LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES Long-term debt consists of the following (in thousands): September 30, 2023 December 31, 2022 Senior Notes $ 675,000 $ 675,000 Less: unamortized debt issuance costs (8,816) (9,720) Long-term debt $ 666,184 $ 665,280 Revolving Credit Facility On November 9, 2021, SK Invictus Intermediate II S.à r.l., a private limited liability company governed by the laws of the Grand Duchy of Luxembourg (“ SK Intermediate II”), as borrower, entered into a five-year revolving credit facility (the “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 and a $25.0 million letter of credit sub-facility. The Revolving Credit Facility allows SK Intermediate II to increase commitments under the Revolving Credit Facility up to an aggregate amount not to exceed the greater of (i) $143.0 million and (ii) 100.00% of consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the most recent four-quarter period (minus the aggregate outstanding principal amount of certain ratio debt permitted to be incurred thereunder). All borrowings under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties, subject to customary exceptions. 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. 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 in the accompanying condensed consolidated balance sheets and is amortized on a straight-line over the term of the Revolving Credit Facility and included in interest expense in the accompanying condensed consolidated statements of operations and comprehensive income (loss). As of September 30, 2023 and December 31, 2022, the Company did not have any outstanding borrowings under the Revolving Credit Facility and was in compliance with all covenants, including the financial covenants. Senior Notes On the Closing Date, SK Intermediate II assumed $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 ”), a newly-formed limited liability company governed by the laws of the Grand Duchy of Luxembourg and a wholly owned subsidiary of EverArc under an indenture dated as of October 22, 2021 (“Indenture”). 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. 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 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. As of September 30, 2023 and December 31, 2022, the Company was in compliance with all covenants, including the financial covenants. 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 condensed 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 in the accompanying condensed consolidated balance sheets. Redeemable Preferred Shares In connection with the Business Combination, the Company issued 10 million redeemable preferred shares of PSSA (“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 Holders of the Redeemable Preferred Shares generally have no voting rights. 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. Due to the fact that the Redeemable Preferred Shares are mandatorily redeemable, the Redeemable Preferred Shares are classified as a liability in the accompanying unaudited condensed consolidated balance sheets, and $1.7 million, $5.1 million, $1.6 million and $4.9 million of dividends on these Redeemable Preferred Shares for the three and nine months ended September 30, 2023 and 2022, respectively, is recorded as interest expense in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). At September 30, 2023 and December 31, 2022, $7.5 million and $4.5 million, respectively, of preferred dividends were in arrears. The Redeemable Preferred Shares have an aggregate liquidation preference of $100.0 million, plus any accrued and unpaid dividends thereon and are senior to the Ordinary Shares with respect to dividends and with respect to dissolution, liquidation or winding up of the Company. At September 30, 2023 and December 31, 2022, the redemption price was $107.5 million and $104.5 million, respectively.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company is subject to U.S. federal income tax, U.S. state and local tax and tax in foreign jurisdictions. The Company estimates its annual effective tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which it operates. The Company’s effective tax rate was 16.39% and (2.29)% for the three and nine months ended September 30, 2023, respectively, and 12.14% and 6.31% for the three and nine months ended September 30, 2022, respectively. The primary differences between the effective tax rate and the amount computed by applying the Luxembourg statutory rate of 24.94% are related to losses not expected to be benefited in certain jurisdictions that have a valuation allowance, permanently non-deductible compensation, withholding taxes accrued on unremitted earnings and the impact of foreign tax rate differences. 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 strategies in making this assessment. While the Company expects to realize the remaining net deferred tax assets, changes in future taxable income or in tax laws may alter this expectation and result in future increases to the valuation allowance. The valuation allowance for deferred tax assets as of September 30, 2023 and 2022 primarily relates to net operating loss carryforwards that, in the judgment of the Company, are not more likely than not to be realized.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	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 for the three and nine months ended September 30, 2023 and 2022. However, the Company has no obligation to record a liability, as there is no financial penalty owed to the vendor. Purchases under this supply agreement were $6.5 million and $24.4 million for the three and nine months ended September 30, 2023, respectively, and $9.6 million and $34.0 million for the three and nine months ended September 30, 2022, respectively. The Company also has an agreement to purchase various types of capital equipment up to $5.0 million through October 2027. As of September 30, 2023, the Company paid $2.6 million to the supplier and the remaining $2.4 million will be paid through October 2027.

EQUITY

EQUITY	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
EQUITY	EQUITY The Company’s authorized share capital is $4,100.0 million, consisting of 4,000.0 million 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. On July 21, 2022, subject to certain limits, the shareholders of the Company approved a proposal authorizing the Company’s Board of Directors (the “Board”) to repurchase up to 25% of the Company’s Ordinary Shares outstanding as of the date of the shareholders’ approval, being 40,659,257 Ordinary Shares, at any time during the next five years (the “Share Repurchase Plan”). On November 3, 2022 the Board re-established the limit for Ordinary Share repurchases at $100.0 million, which is within the repurchase limit approved by the Company’s shareholders on July 21, 2022. During the three and nine months ended September 30, 2023 , the Company repurchased 1,736,535 and 5,845,161 Ordinary Shares, respectively, under its Share Repurchase Plan. The repurchased Ordinary Shares are recorded at cost and are being held in treasury. As of September 30, 2023, there were 152,784,298 Ordinary Shares, 33,843,440 warrants and 10,000,000 Redeemable Preferred Shares outstanding.

SHARE-BASED COMPENSATION AND EM

SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS	SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS 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 O rdinary 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), stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance shares, performance share units and other share-based awards with respect to the Ordinary Shares. Shares associated with underlying awards that are expired, forfeited, or otherwise terminated without the delivery of shares, or are settled in cash, and any shares tendered to or withheld by the Company for the payment of an exercise price or for tax withholding will again be available for issuance under the 2021 Equity Plan. During the three months ended March 31, 2023, the Company granted 2,175,000 PBNQSO’s that vest based on the achievement of certain performance goals for fiscal years 2023-2027 (the “5-Year Option”) to its chief executive officer and independent directors. T he Company recognized compensation costs related to the Q1-2023 Option Grants based on the estimated fair value of the awards on the date of grant. The Company estimates the grant date fair value, and the resulting share-based compensation expense, using the Black-Scholes option-pricing model. The Company records forfeitures as they are incurred. The grant date fair value of the PBNQSO is expensed proportionately for each tranche over the applicable service period. The fair value of performance-based stock options is recognized as compensation expense beginning at the time in which the performance conditions are deemed probable of achievement, over the remaining applicable service period. On March 8, 2023, in connection changes in the Company’s leadership structure, it amended the performance terms and conditions of the outstanding 5 -Year Option previously granted to its former chief executive officer (the “Executive”) where by 50% of such outstanding options eligible to vest in each of fiscal years from 2023 through 2026 will remain subject to the existing performance terms and conditions. The remaining 50% of such outstanding options will be eligible to vest in such fiscal years subject to the performance terms and conditions related to the Executive’s position and duties as Vice Chairman. For the remaining 50% of outstanding options, the Company’s compensation committee will establish performance goals and communicate them to the Executive and assess achievement annually. For accounting purposes, the Company will recognize compensation expense related to the remaining 50% of outstanding options when the specified performance goal for future periods have been established and communicated to the Executive. In March 2023, based on the Company’s performance for 2022, its compensation committee verified and determined the Annual Operational Performance per Diluted Share (“AOP”) for the 2022 tranche of the 5 -Year Option to be $8.39. As a result, it was determined that a mutual understanding of the key terms and conditions for the 2022 tranche had been ascertained and the grant date was therefore established. The cumulative compensation expense for the 2022 tranche was adjusted based on the fair value calculated using the Black-Scholes option-pricing model at the grant date. As the AOP for the 2022 tranche was below the minimum vesting AOP target of $11.35 employees separated from the Company through the date of determination of the 2022 AOP relinquished 240,000 options retained by them relating the 2022 tranche and such options were cancelled by the Company. As of May 8, 2023, the Company modified certain terms in the PBNQSO agreements as noted below: • eliminated a term that provided discretion to the compensation committee to make certain adjustments on how AOP against the performance target will be measured with respect to the Prior Grants; • eliminated the two-year look-back and two-year look-forward for excess AOP; • adjusted the minimum and maximum AOP growth targets from 13.5% and 23.5% to 10% and 20%, respectively; • added of cumulative vesting term, under which if the maximum AOP target was achieved in an option performance year, (including in any one of the two years immediately following the fifth and final year of the option term), any number of unvested options that were eligible to vest in all prior performance years, will be eligible to vest based on AOP calculated in such option performance year; • added an alternative vesting provision if the market price of the Company's Ordinary Shares is more than twice the exercise price for a sustained period of time commencing in the third fiscal year after option grant; and • made certain clarifying and other changes. The above modifications affected all of the outstanding Prior Grants and Q1-2023 Option Grants and there was no incremental share-based compensation expense as a result of modifications. During the three months ended September 30, 2023, the Company granted 255,000 5-Year Option to certain employees and non-employee directors. T he Company recognized compensation costs related to the Q3-2023 Option Grants based on the estimated fair value of the awards on the date of grant. The Company estimates the grant date fair value, and the resulting share-based compensation expense, using (i) the Hull-White model that addresses the performance condition in the option agreements, and (ii) using the Monte Carlo simulation model that addresses the market condition in the option agreements. The Company records forfeitures as they are incurred. The grant date fair value of the PBNQSO is expensed proportionately for each tranche over the applicable service period. The fair value of performance-based stock options is recognized as compensation expense beginning at the time in which the performance conditions are deemed probable of achievement, over the remaining applicable service period. The table below summarizes the PBNQSO activity for the nine months ended September 30, 2023: Number of Options Weighted-Average Exercise/Conversion Price Weighted-Average Aggregate Outstanding at December 31, 2022 10,339,171 $ 9.75 Granted 2,430,000 $ 8.02 Exercised — $ — Forfeited (1,315,000) $ 10.00 Outstanding at September 30, 2023 11,454,171 $ 9.35 8.48 $ — Options vested and exercisable 245,004 $ 10.00 6.45 $ — The weighted-average assumptions used to fair value the PBNQSO for the Q3-2023 Option Grants, the Q1-2023 Option Grants and to the Prior Grants on the modification date were as follows: Q3-2023 Option Grants Q1-2023 Option Grants Prior Grants Dividend yield — % — % — % Risk-free interest rate 4.01% to 4.25% 3.93% to 4.18% 3.48% Expected volatility 45.00 % 45.00 % 44.00% Expected term (years) 10.00 6.50 8.50 to 9.25 Suboptimal exercise multiple 2.50 — 2.5 Drift rate 4.01% to 4.25% — % 3.51% to 3.52% Weighted average exercise price of options granted $ 5.56 $ 8.31 $ 9.78 Weighted average fair value of options granted $ 2.83 $ 4.24 $ 3.15 Non-cash share-based compensation expense recognized by the Company for the three and nine months ended September 30, 2023 was $1.7 million and $(0.1) million, respectively. Compensation expense is recognized based upon probability assessments of PBNQSOs that are expected to vest in future periods. Such probability assessments are subject to revision and, therefore, unrecognized compensation expense is subject to future changes in estimate. As of September 30, 2023, there was approximately $18.2 million of total unrecognized compensation expense related to non-vested PBNQSOs expected to vest, which is expected to be recognized over a weighted-average period of 2.1 years. Founder Advisory Amount s Upon consummation of the Business Combination, the Company assumed 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"), pursuant to which the EverArc Founder Entity, for the services provided to the Company, including strategic and capital allocation advice, is 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 Ordinary Shares and the remainder in cash. The Fixed Annual Advisory Amount will be equal to 2,357,061 Ordinary Shares (1.5% of 157,137,410 Ordinary Shares outstanding) for each year through December 31, 2027 and is valued using the period end volume weighted average closing share price of our Ordinary Shares for ten consecutive trading days. The Variable Annual Advisory Amount for each year through December 31, 2031 is based on the appreciation of the market price of Ordinary Shares if such market price exceeds certain trading price minimums at the end of each reporting period and is valued using a Monte Carlo simulation model. Because up to 50% of the Advisory Amounts could be settled through a cash payment, 50% are classified as a liability and the remaining 50% is classified within equity. 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, accordingly, the compensation expense recorded by the Company in the future will depend upon changes in the fair value of the liability-classified Advisory Amounts. As of September 30, 2023 and December 31, 2022, the fair value of the Fixed Annual Advisory Amount was calculated to be $59.2 million and $104.5 million, respectively, based on the period end volume weighted average closing share price for ten consecutive trading days of Ordinary Shares of $5.02 and $8.86, respectively. As of September 30, 2023 and December 31, 2022, the fair value of the Variable Annual Advisory Amount, determined using a Monte Carlo simulation model, was $64.6 million and $237.0 million, respectively. For the three and nine months ended September 30, 2023, the Company recognized a reduction in the compensation expense related to the founders advisory fees payable - related party due to a decrease in fair value for liability-classified Advisory Amounts of $24.5 million and $108.8 million, respectively. For the three and nine months ended September 30, 2022, the Company recognized a reduction in the compensation expense related to the founders advisory fees payable - related party due to a decrease in fair value for liability-classified Advisory Amounts of $73.7 million and $154.0 million, respectively.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	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 Redeemable Preferred Shares equals the redemption price, which approximates fair value. At September 30, 2023 and December 31, 2022 , the estimated fair value of the Company’s Senior Notes, calculated using Level 2 inputs, based on bid prices obtained from a broker was approximately $544.1 million and $556.9 million, respectively. 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, by level, within the fair value hierarchy as of September 30, 2023 and December 31, 2022 (in thousands): Fair Value Measurements Using: September 30, 2023 Level 1 Level 2 Level 3 Total Liabilities: Founders advisory fees payable - related party $ 29,597 $ — $ 32,315 $ 61,912 December 31, 2022 Liabilities: Founders advisory fees payable - related party $ 56,883 $ — $ 118,490 $ 175,373 LaderaTech contingent earn-out included in other liabilities, non-current — — 7,273 7,273 Total liabilities $ 56,883 $ — $ 125,763 $ 182,646 The fair value of the founders advisory fees payable is based on the market price of Ordinary Shares if such market price exceeds certain trading price minimums at the end of each reporting period and is valued using a Monte Carlo simulation model, which requires the input of highly subjective assumptions, including the fair value of the underlying Ordinary Shares, the risk-free interest rate, the expected equity volatility, and the expected term of the Founder Advisory Agreement. See Note 11, “Share-Based Compensation” for discussion of the fair value estimation on the founders advisory fees payable. The fair value of the contingent earn-out related to LaderaTech is measured on a recurring basis using Level 3 fair value inputs. The earn-out is based on 20% of gross profits upon achieving a revenue threshold exceeding $5.0 million through December 31, 2026 and is valued using a Monte Carlo simulation model. Significant changes in the projected revenue, projected gross margin, or discount rate would have a downward impact on the fair value of the contingent consideration. As of September 30, 2023, due to a downward revision in the revenue forecast of the contingent earn-out eligible fire retardant product , the Company determined that (i) $40.7 million in carrying value of the technology underlying the contingent earn-out eligible fire retardant product is no longer recoverable, and (ii) $7.7 million in contingent earn-out is no longer payable. Accordingly, the Company recorded an impairment of $40.7 million and a gain of $7.7 million in the accompanying condensed consolidated statements of operations and comprehensive income (loss). Changes in Level 3 Liabilities The reconciliations for all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) are as follows (in thousands): Three Months Ended Nine Months Ended Founders Advisory Fees Payable - Related Party LaderaTech Founders Advisory Fees Payable - Related Party LaderaTech Fair value, beginning of period $ 51,729 $ 7,665 $ 118,490 $ 7,273 Founders advisory fees - related party, change in fair value (19,414) — (86,175) — Gain on contingent earn-out, change in fair value — (7,665) — (7,273) Fair value, end of period $ 32,315 $ — $ 32,315 $ — Three Months Ended Nine Months Ended Founders Advisory Fees Payable - Related Party LaderaTech Founders Advisory Fees Payable - Related Party LaderaTech Fair value, beginning of period $ 138,637 $ 10,581 $ 251,513 $ 19,979 Settlements — — (40,776) — Reclassification from liability to equity — — (10,495) — Founders advisory fees - related party, change in fair value (53,216) — (114,821) — Gain on contingent earn-out, change in fair value — (3,644) — (13,042) Fair value, end of period $ 85,421 $ 6,937 $ 85,421 $ 6,937

RELATED PARTIES

RELATED PARTIES	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTIES	RELATED PARTIESOn 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 Fixed Annual Advisory Amount and the Variable Annual Advisory Amount from the Company. The Fixed Annual Advisory Amount will be equal to 2,357,061 Ordinary Shares (1.5% of 157,137,410 Ordinary Shares outstanding ) for each year through December 31, 2027 and valued using the period end volume weighted average closing share price for ten consecutive trading days of Ordinary Shares. The Variable Annual Advisory Amount for each year through December 31, 2031 is based on the appreciation of the market price of Ordinary Shares if such market price exceeds certain trading price minimums at the end of each reporting period and is valued using a Monte Carlo simulation model. For 2022, the average price was $8.86 per Ordinary Share. The EverArc Founder Entity was entitled to receive the Fixed Annual Advisory Amount of 2,357,061 Ordinary Shares or a value of $20.9 million, based on average price of $8.86 per Ordinary Share (the “2022 Fixed Amount”). The EverArc Founder Entity did not qualify to receive the Variable Annual Advisory Amount as the average price of $8.86 per Ordinary Share for 2022 was lower than the average price of $13.63 per Ordinary Share established in 2021. Per the Founder Advisory Agreement, the EverArc Founder Entity elected to receive approximately 77.7% of the 2022 Fixed Amount in Ordinary Shares (1,831,653 Ordinary Shares) and approximately 22.3% of the 2022 Fixed Amount in cash ($4.7 million). On February 15, 2023, the Company issued 1,831,653 Ordinary Shares and paid $4.7 million in cash in satisfaction of the 2022 Fixed Amount. As of September 30, 2023, the Company calculated the fair value of the Fixed Annual Advisory Amounts using the period end volume weighted average closing share price of Ordinary Shares for ten consecutive trading days of $5.02 and used a Monte Carlo simulation model to calculate the fair value of the Variable Annual Advisory Amount. These approaches resulted in fair values of $64.6 million for the Variable Annual Advisory Amount and $59.2 million fo r the Fixed Annual Advisory Amount, of which 50% may be paid in cash and recorded as a liability and the remaining 50% would be settled in Ordinary Shares . While the entire instrumen t 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. For the three and nine months ended September 30, 2023, the Company recognized a reduction in share-based compensation expense related to a decrease in fair value for liability-classified Advisory Amounts of $24.5 million and $108.8 million, respectively, primarily due to the decrease in stock price. The Company leases real property from the sellers of First Response Fire Rescue, LLC, River City Fabrication, LLC, and H&S Transport, LLC (collectively, “Ironman”). Shannon Horn, who serves as our Business Director, North America Retardant and Services, was one of the sellers of Ironman. The Company paid $0.1 million during both the three months ended September 30, 2023 and 2022, and paid $0.3 million during both the nine months ended September 30, 2023 and 2022, to lease real property from Ironman.

REVENUE RECOGNITION

REVENUE RECOGNITION	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
REVENUE RECOGNITION	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 three and nine months ended September 30, 2023 and 2022 are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues from products $ 122,347 $ 139,941 $ 238,207 $ 292,603 Revenues from services 19,845 20,126 23,483 24,116 Other revenues 466 442 963 2,513 Total net sales $ 142,658 $ 160,509 $ 262,653 $ 319,232

EARNINGS PER SHARE

EARNINGS PER SHARE	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
EARNINGS PER SHARE	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 is based upon the weighted-average number of Ordinary Shares outstanding during the period plus additional weighted-average potentially dilutive Ordinary Share equivalents during the period when the effect is dilutive. Basic and diluted weighted average shares outstanding and earnings per share were as follows (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income $ 19,282 $ 106,227 $ 80,727 $ 152,117 Weighted-average shares outstanding: Weighted average shares used in computing earnings per share, basic 153,694,160 162,635,592 155,958,492 161,943,492 Founders advisory fees 11,785,305 14,142,366 11,785,305 14,142,366 Weighted average shares used in computing earnings per share, diluted 165,479,465 176,777,958 167,743,797 176,085,858 Basic earnings per share $ 0.13 $ 0.65 $ 0.52 $ 0.94 Diluted earnings per share $ 0.12 $ 0.60 $ 0.48 $ 0.86 As of September 30, 2023, 11.5 million PBNQSO and 12.9 million Ordinary Shares issuable under the Founder Advisory Agreement were excluded from the diluted earnings per share calculation as the contingencies related to such instruments had not been met. In addition, 8.5 million Ordinary Shares equivalent warrants were excluded from the diluted earnings per share calculation as their effect would have been anti-dilutive. As of September 30, 2022, 10.4 million PBNQSOs and 15.3 million Ordinary Shares issuable under the Founder Advisory Agreement were excluded from the diluted earnings per share calculation as the contingencies related to such instruments had not been met. In addition, 8.5 million Ordinary Shares equivalent warrants were excluded from the diluted earnings per share calculation as their effect would have been anti-dilutive.

SEGMENT INFORMATION

SEGMENT INFORMATION	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
SEGMENT INFORMATION	SEGMENT INFORMATION The Company’s products and operations are managed and reported in two operating segments: Fire Safety and Specialty Products. The Fire Safety segment manufactures and sells fire retardant and firefighting foam products, as well as specialized equipment and services typically offered in conjunction with these retardant and foam products. The Specialty Products segment produces and sells P 2 S 5 used in several end markets and applications, including lubricant additives, various agricultural applications, various mining applications, and emerging electric battery technologies. Within the lubricant additives end market, currently the Company’s largest end market application, P 2 S 5 is primarily used in the production of a family of compounds called ZDDP, which is considered an essential component in the formulation of engine oils with its main function to provide anti-wear protection to engine components. P 2 S 5 is also used in pesticide and mining chemicals applications. 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 or unusual items in a balanced manner and on a segment basis. These non-recurring or unusual items may include acquisition and integration related costs, management fees and other non-recurring items. Information related to net sales and Adjusted EBITDA for the Company’s operations are summarized below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net sales: Fire safety $ 118,280 $ 121,963 $ 190,164 $ 207,010 Specialty products 24,378 38,546 72,489 112,222 Total $ 142,658 $ 160,509 $ 262,653 $ 319,232 Adjusted EBITDA: Fire safety $ 56,038 $ 60,363 $ 69,209 $ 81,248 Specialty products 5,431 15,264 16,366 42,038 Total segment Adjusted EBITDA 61,469 75,627 85,575 123,286 Less: Depreciation and amortization 16,276 16,450 48,493 49,536 Interest and financing expense 10,448 9,944 30,938 32,582 Founders advisory fees - related party (24,544) (73,713) (108,806) (154,026) Intangible impairment 40,738 — 40,738 — Non-recurring expenses 22 1,168 1,942 4,788 Share-based compensation expense 1,749 (845) (130) 7,551 Non-cash purchase accounting impact — 658 — 24,796 Gain on contingent earn-out (7,665) (3,644) (7,273) (13,042) Unrealized foreign currency loss 1,384 4,705 756 8,741 Income before income taxes $ 23,061 $ 120,904 $ 78,917 $ 162,360

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net income	$ 19,282	$ 52,014	$ 9,431	$ 106,227	$ 8,927	$ 36,963	$ 80,727	$ 152,117

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments of a normal and recurring nature considered necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements. The results of operations for the interim period are not necessarily indicative of the results that will be realized for the entire fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes thereto included in the Company’s 2022 Annual Report. The condensed consolidated financial statements for the prior periods include certain reclassifications that were made to conform to the current period presentation. Such reclassifications have no impact on previously reported condensed consolidated financial position, results of operations or cash flows.
Principles of Consolidation	Principles of ConsolidationThe unaudited condensed 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 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 unaudited condensed consolidated financial statements include the useful lives of long-lived and intangible assets, the allowance for doubtful accounts, the fair value of financial assets and liabilities, stock options, founder advisory fees, contingent earn-out liability and realizability of deferred tax assets. Actual results could differ from those estimates. As of September 30, 2023, the Company ’s significant accounting policies are consistent with those discussed in Note 2 - “Summary of Significant Accounting Policies and Recent Accounting Pronouncements” in its consolidated financial statements included in the Company’s 2022 Annual Report, except for performance-based non-qualified stock options ("PBNQSO") granted during the three months ended March 31, 2023 (“Q1-2023 Option Grants”), modifications to PBNQSO’s as of May 8, 2023 and PBNQSO’s granted during the three months ended September 30, 2023 (“Q3-2023 Option Grants”). For Q1-2023 Option Grants, t he Company recognized compensation costs related to PBNQSO’s granted to employees and non-employees based on the estimated fair value of the awards on the date of grant. The Company estimated the grant date fair value, and the resulting share-based compensation expense, using the Black-Scholes option-pricing model. The Company records forfeitures as they are incurred. The grant date fair value of the PBNQSO’s is expensed proportionately for each tranche over the applicable service period. The fair value of PBNQSO’s is recognized as compensation expense beginning at the time in which the performance conditions are deemed probable of achievement, over the remaining applicable service period. The assumptions used in the Black-Scholes option-pricing model are as follows: • Exercise price. The Company's Ordinary Shares’ fair market value on the date of grant. • Fair Market Value of Ordinary Shares. The grant date fair market value is the quoted market price of the Company's Ordinary Shares. • Expected term. The expected term of stock options represents the period that the stock options are expected to remain outstanding and is based on vesting terms, exercise term and contractual lives of the options. The expected term is based on the simplified method and is estimated as the average of the weighted average vesting term and the time to expiration as of the grant date. The simplified method was used due to the lack of historical exercise information. • Expected volatility. As the Company does not have sufficient historical stock price information to meet the expected life of the stock option grants, it uses a blended volatility based on the Company’s short trading history and on the trading history from the common stock of a set of comparable publicly listed companies. • Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield with a maturity equal to the expected term of the stock options in effect at the time of grant. • Dividend yield. The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plan to pay any dividends on its Ordinary Shares. As of May 8, 2023, to better account for seasonal fluctuations of the business, and to better align stock option performance with shareholder return, the Company modified certain terms in the PBNQSO agreements. One modification eliminated a term that provided discretion to the compensation committee to make certain adjustments on how the annual operational performance per diluted share (“AOP”) against the performance target will be measured. Such discretion prohibited the establishment of the grant date under Accounting Standards Codification (“ASC”) Topic 718, “Compensation—Stock Compensation” (“Topic 718”). As of May 8, 2023, it was determined that a mutual understanding of the key terms and conditions of the PBNQSO’s has been ascertained and the grant date was therefore established for PBNQSO’s granted through December 31, 2022 (“Prior Grants”). The modifications were determined to be a Type I (probable to probable) modification under Topic 718. As such, the Company performed a final fair value remeasurement under the original terms of Prior Grants using the Hull-White model and recognized the cumulative compensation cost to reflect the cumulative effect of re-measuring the compensation cost as of May 8, 2023. Subsequently, the Company calculated the modification date fair value for the PBNQSO’s based on the modified terms using (i) the Hull-White model that addresses the performance condition in the option agreements, and (ii) using the Monte Carlo simulation model that addresses the market condition in the option agreements. The modification did not result in any incremental share-based compensation expense for the Q1-2023 Option Grants. The Company currently expects that the performance condition for the modified awards is probable of being achieved, accordingly, the fair value of the PBNQSO’s on the modification date , calculated using the Hull-White model and Black Scholes option-pricing model, as applicable, is recognized as compensation expense on a proportionate basis, for each tranche, over the remaining applicable service period . The Hull-White model requires us to make assumptions and judgments about the variables used in the calculation, including the sub-optimal exercise factor, drift rate, the volatility of our Ordinary Shares, risk-free interest rate, and expected dividends. Changes in assumptions made on the risk-free interest rate and expected volatility can materially impact the estimate of fair value and ultimately how much share-based compensation expense is recognized. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of modification and corresponds to the remaining contractual term of the PBNQSO’s. As the Company does not have sufficient historical stock price information to meet the expected life of the stock option grants, it uses a blended volatility based on the Company’s short trading history and on the trading history from the common stock of a set of comparable publicly listed companies. For Q3-2023 Option Grants, t he Company recognized compensation costs related to PBNQSO’s granted to employees and non-employees based on the estimated fair value of the awards on the date of grant. The Company estimated the grant date fair value, and the resulting share-based compensation expense,
Recently Issued and Adopted Accounting Standards	Recently Issued and Adopted Accounting Standards In July 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-03 to amend various SEC paragraphs in the Accounting Standards Codification (“ASC”) to primarily reflect the issuance of SEC Staff Accounting Bulletin No. 120. ASU No. 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120 (“SAB 120”), SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force Meeting (“EITF”) Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock.” ASU 2023-03 amends the ASC for SEC updates pursuant to SEC Staff Accounting Bulletin No. 120; SEC Staff Announcement at the March 24, 2022 EITF Meeting; and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. SAB 120 provides guidance on the measurement and disclosure of share-based awards shortly before announcing material nonpublic information. These updates were immediately effective and did not have any impact on our condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and in January 2021 issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. These ASUs provided temporary optional expedients and exceptions to existing guidance on contract modifications and hedge accounting to facilitate the market transition from existing reference rates, such as London Interbank Offered Rate (“LIBOR”) which is being phased out, to alternate reference rates, such as Secured Overnight Financing Rate (“SOFR”). These standards are elective and are effective upon issuance for all entities through December 31, 2022. In December 2022, the FASB issued ASU No. 2022-06, which deferred the sunset date of reference rate reform relief to December 31, 2024. The switch in the reference rates from LIBOR to SOFR, under the Company’s Revolving Credit Facility (defined below), occurred as of June 30, 2023. The Company did not have any outstanding borrowings under the Revolving Credit Facility, accordingly, the switch in the reference rates from LIBOR to SOFR did not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and issued subsequent amendments to the initial guidance within ASU 2019-04, ASU 2019-05 and ASU 2019-11. The amendments required an entity to replace the incurred loss impairment methodology in current U.S. GAAP with a new model that uses a forward-looking expected loss method, which generally results in earlier recognition of allowances for losses. The Company adopted the standard as of January 1, 2022 at December 31, 2022. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements with the most significant impact being the increase in allowance for doubtful accounts related to its trade accounts receivable. The adoption adjustment was recorded to accumulated deficit in the accompanying condensed consolidated statements of shareholders’ equity.

BALANCE SHEET COMPONENTS (Table

BALANCE SHEET COMPONENTS (Tables)	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Balance Sheet Components	Details of certain balance sheet items are presented below (in thousands): September 30, 2023 December 31, 2022 Inventory: Raw materials and manufacturing supplies $ 69,950 $ 65,968 Work in process 228 248 Finished goods 69,607 76,745 Total inventory $ 139,785 $ 142,961 Prepaid Expenses and Other Current Assets: Advance to vendors $ 2,681 $ 2,047 Prepaid insurance 797 5,870 Prepaid value-added taxes 1,852 2,872 Other 1,654 1,162 Total prepaid expenses and other current assets $ 6,984 $ 11,951 Property, Plant and Equipment: Buildings $ 3,930 $ 3,948 Leasehold improvements 2,671 2,333 Furniture and fixtures 511 344 Machinery and equipment 60,828 58,314 Vehicles 3,974 4,106 Construction in progress 3,843 1,953 Total property, plant and equipment, gross 75,757 70,998 Less: Accumulated depreciation (17,449) (12,152) Total property, plant and equipment, net $ 58,308 $ 58,846 Accrued Expenses and Other Current Liabilities: Accrued bonus $ 3,077 $ 3,278 Accrued salaries 2,152 2,332 Accrued employee benefits 1,251 846 Accrued interest 16,100 8,235 Accrued purchases 5,601 1,790 Accrued taxes 5,258 11,000 Operating lease liabilities 2,235 3,541 Finance lease liabilities 544 — Other 1,393 1,683 Total accrued expenses and other current liabilities $ 37,611 $ 32,705 Other Non-Current Liabilities: LaderaTech contingent earn-out $ — $ 7,273 Other 2,087 2,049 Total other non-current liabilities $ 2,087 $ 9,322

GOODWILL AND OTHER INTANGIBLE_2

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Changes in Goodwill	The changes in the carrying amount of goodwill by reportable segment are as follows (in thousands): Fire Safety Specialty Products Total Balance, December 31, 2022 $ 860,319 $ 171,141 $ 1,031,460 Foreign currency translation (2,078) (580) (2,658) Balance, September 30, 2023 $ 858,241 $ 170,561 $ 1,028,802
Schedule of Definite Lived Intangible Assets	Intangible assets and related accumulated amortization as of September 30, 2023 and December 31, 2022 are as follows (in thousands): September 30, 2023 Estimated Gross Value Impairment Foreign Accumulated Net Book Definite Lived Intangible Assets: Customer lists 20 $ 761,000 $ — $ (7,987) $ (71,504) $ 681,509 Technology and patents 20 250,000 (40,738) (3,317) (23,427) 182,518 Tradenames 20 101,000 — (1,038) (9,491) 90,471 Balance, September 30, 2023 $ 1,112,000 $ (40,738) $ (12,342) $ (104,422) $ 954,498 December 31, 2022 Estimated Gross Value Foreign Accumulated Net Book Definite Lived Intangible Assets: Customer lists 20 $ 761,000 $ (7,451) $ (43,220) $ 710,329 Technology and patents 20 250,000 (3,029) (14,153) 232,818 Tradenames 20 101,000 (970) (5,737) 94,293 Balance, December 31, 2022 $ 1,112,000 $ (11,450) $ (63,110) $ 1,037,440
Schedule of Intangible Asset Future Amortization Expense	Estimated annual amortization expense of intangible assets for the next five years ending December 31 and thereafter is as follows (in thousands): 2023 remaining $ 13,338 2024 53,350 2025 53,350 2026 53,350 2027 53,350 Thereafter 727,760 Total $ 954,498

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Schedule of Lease Cost	Lease cost for the three and nine months ended September 30, 2023 and 2022 are as follow (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease cost (1) $ 1,082 $ 1,381 $ 3,353 $ 4,023 Finance lease cost: Amortization of right-of-use assets 217 — 335 — Interest on lease liabilities 106 — 181 — Total lease cost $ 1,405 $ 1,381 $ 3,869 $ 4,023 Reported in: Cost of goods sold $ 1,268 $ 1,246 $ 3,532 $ 3,679 Selling, general and administrative 137 135 337 344 Total lease cost $ 1,405 $ 1,381 $ 3,869 $ 4,023 (1) Operating lease cost does not include short-term leases or variable costs, all of which are immaterial. Supplemental cash flow information related to leases for the nine months ended September 30, 2023 and 2022 are as follows (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 3,206 $ 3,797 Operating cash flows for finance leases 172 — Financing cash flows for finance leases 251 — Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 4,492 $ 4,326 Finance leases 5,677 — Net change in operating lease right-of-use assets due to lease modifications resulting in reclassification of leases from operating to finance $ (1,514) —
Schedule of Future Minimum Payment Obligations for Non-Cancelable Operating Leases	As of September 30, 2023, the estimated future minimum payment obligations for non-cancelable operating leases and finance leases are as follows (in thousands): Operating Leases Finance Leases Remainder of 2023 $ 976 $ 244 2024 3,173 962 2025 3,105 879 2026 2,753 731 2027 2,577 694 Thereafter 10,880 4,693 Total Lease payments 23,464 8,203 Less: imputed interest 5,844 2,623 Present value of lease liabilities $ 17,620 $ 5,580
Schedule of Future Minimum Payment Obligations for Non-Cancelable Finance Leases	As of September 30, 2023, the estimated future minimum payment obligations for non-cancelable operating leases and finance leases are as follows (in thousands): Operating Leases Finance Leases Remainder of 2023 $ 976 $ 244 2024 3,173 962 2025 3,105 879 2026 2,753 731 2027 2,577 694 Thereafter 10,880 4,693 Total Lease payments 23,464 8,203 Less: imputed interest 5,844 2,623 Present value of lease liabilities $ 17,620 $ 5,580

LONG-TERM DEBT AND REDEEMABLE_2

LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consists of the following (in thousands): September 30, 2023 December 31, 2022 Senior Notes $ 675,000 $ 675,000 Less: unamortized debt issuance costs (8,816) (9,720) Long-term debt $ 666,184 $ 665,280

SHARE-BASED COMPENSATION AND _2

SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of Performance-based Non-qualified Stock Options Activity	The table below summarizes the PBNQSO activity for the nine months ended September 30, 2023: Number of Options Weighted-Average Exercise/Conversion Price Weighted-Average Aggregate Outstanding at December 31, 2022 10,339,171 $ 9.75 Granted 2,430,000 $ 8.02 Exercised — $ — Forfeited (1,315,000) $ 10.00 Outstanding at September 30, 2023 11,454,171 $ 9.35 8.48 $ — Options vested and exercisable 245,004 $ 10.00 6.45 $ —
Schedule of Performance-based Non-qualified Stock Options Valuation Assumptions	The weighted-average assumptions used to fair value the PBNQSO for the Q3-2023 Option Grants, the Q1-2023 Option Grants and to the Prior Grants on the modification date were as follows: Q3-2023 Option Grants Q1-2023 Option Grants Prior Grants Dividend yield — % — % — % Risk-free interest rate 4.01% to 4.25% 3.93% to 4.18% 3.48% Expected volatility 45.00 % 45.00 % 44.00% Expected term (years) 10.00 6.50 8.50 to 9.25 Suboptimal exercise multiple 2.50 — 2.5 Drift rate 4.01% to 4.25% — % 3.51% to 3.52% Weighted average exercise price of options granted $ 5.56 $ 8.31 $ 9.78 Weighted average fair value of options granted $ 2.83 $ 4.24 $ 3.15

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Schedule 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, by level, within the fair value hierarchy as of September 30, 2023 and December 31, 2022 (in thousands): Fair Value Measurements Using: September 30, 2023 Level 1 Level 2 Level 3 Total Liabilities: Founders advisory fees payable - related party $ 29,597 $ — $ 32,315 $ 61,912 December 31, 2022 Liabilities: Founders advisory fees payable - related party $ 56,883 $ — $ 118,490 $ 175,373 LaderaTech contingent earn-out included in other liabilities, non-current — — 7,273 7,273 Total liabilities $ 56,883 $ — $ 125,763 $ 182,646
Schedule of Reconciliation of Level 3 Liabilities Measured on a Recurring Basis	The reconciliations for all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) are as follows (in thousands): Three Months Ended Nine Months Ended Founders Advisory Fees Payable - Related Party LaderaTech Founders Advisory Fees Payable - Related Party LaderaTech Fair value, beginning of period $ 51,729 $ 7,665 $ 118,490 $ 7,273 Founders advisory fees - related party, change in fair value (19,414) — (86,175) — Gain on contingent earn-out, change in fair value — (7,665) — (7,273) Fair value, end of period $ 32,315 $ — $ 32,315 $ — Three Months Ended Nine Months Ended Founders Advisory Fees Payable - Related Party LaderaTech Founders Advisory Fees Payable - Related Party LaderaTech Fair value, beginning of period $ 138,637 $ 10,581 $ 251,513 $ 19,979 Settlements — — (40,776) — Reclassification from liability to equity — — (10,495) — Founders advisory fees - related party, change in fair value (53,216) — (114,821) — Gain on contingent earn-out, change in fair value — (3,644) — (13,042) Fair value, end of period $ 85,421 $ 6,937 $ 85,421 $ 6,937

REVENUE RECOGNITION (Tables)

REVENUE RECOGNITION (Tables)	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Revenue	Revenues for the three and nine months ended September 30, 2023 and 2022 are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues from products $ 122,347 $ 139,941 $ 238,207 $ 292,603 Revenues from services 19,845 20,126 23,483 24,116 Other revenues 466 442 963 2,513 Total net sales $ 142,658 $ 160,509 $ 262,653 $ 319,232

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Weighted Average Shares Outstanding and Earning (Loss) Per Share	Basic and diluted weighted average shares outstanding and earnings per share were as follows (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income $ 19,282 $ 106,227 $ 80,727 $ 152,117 Weighted-average shares outstanding: Weighted average shares used in computing earnings per share, basic 153,694,160 162,635,592 155,958,492 161,943,492 Founders advisory fees 11,785,305 14,142,366 11,785,305 14,142,366 Weighted average shares used in computing earnings per share, diluted 165,479,465 176,777,958 167,743,797 176,085,858 Basic earnings per share $ 0.13 $ 0.65 $ 0.52 $ 0.94 Diluted earnings per share $ 0.12 $ 0.60 $ 0.48 $ 0.86

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Schedule of Segment Information	Information related to net sales and Adjusted EBITDA for the Company’s operations are summarized below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net sales: Fire safety $ 118,280 $ 121,963 $ 190,164 $ 207,010 Specialty products 24,378 38,546 72,489 112,222 Total $ 142,658 $ 160,509 $ 262,653 $ 319,232 Adjusted EBITDA: Fire safety $ 56,038 $ 60,363 $ 69,209 $ 81,248 Specialty products 5,431 15,264 16,366 42,038 Total segment Adjusted EBITDA 61,469 75,627 85,575 123,286 Less: Depreciation and amortization 16,276 16,450 48,493 49,536 Interest and financing expense 10,448 9,944 30,938 32,582 Founders advisory fees - related party (24,544) (73,713) (108,806) (154,026) Intangible impairment 40,738 — 40,738 — Non-recurring expenses 22 1,168 1,942 4,788 Share-based compensation expense 1,749 (845) (130) 7,551 Non-cash purchase accounting impact — 658 — 24,796 Gain on contingent earn-out (7,665) (3,644) (7,273) (13,042) Unrealized foreign currency loss 1,384 4,705 756 8,741 Income before income taxes $ 23,061 $ 120,904 $ 78,917 $ 162,360

DESCRIPTION OF BUSINESS AND B_2

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION - Narrative (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2023 segment $ / shares	Dec. 31, 2022 $ / shares
Subsidiary, Sale of Stock [Line Items]
Common stock, par value (in usd per share) | $ / shares	$ 1	$ 1
Number of reportable segments | segment	2
United States | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk
Subsidiary, Sale of Stock [Line Items]
Concentration risk, percentage		74%
Europe | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk
Subsidiary, Sale of Stock [Line Items]
Concentration risk, percentage		15%
Canada | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk
Subsidiary, Sale of Stock [Line Items]
Concentration risk, percentage		5%
Mexico | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk
Subsidiary, Sale of Stock [Line Items]
Concentration risk, percentage		2%
Various Other Countries | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk
Subsidiary, Sale of Stock [Line Items]
Concentration risk, percentage		4%

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Revolving Credit Facility | The Revolving Credit Facility
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Long-term line of credit	$ 0	$ 0
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend rate	0%

BUSINESS ACQUISITIONS - Narrati

BUSINESS ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands		9 Months Ended
	Mar. 03, 2022	Sep. 30, 2023	Sep. 30, 2022	Nov. 09, 2021
Business Acquisition [Line Items]
Purchase price adjustment		$ 0	$ 1,638
SK Intermediate
Business Acquisition [Line Items]
Escrow deposit				$ 7,600
Purchase price adjustment	$ 1,600
SK Intermediate | Escrow Deposit
Business Acquisition [Line Items]
Escrow deposit released	$ 7,600

BALANCE SHEET COMPONENTS - Sche

BALANCE SHEET COMPONENTS - Schedule of Balance Sheet Components (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Inventory:
Raw materials and manufacturing supplies	$ 69,950	$ 65,968
Work in process	228	248
Finished goods	69,607	76,745
Total inventory	139,785	142,961
Prepaid Expenses and Other Current Assets:
Advance to vendors	2,681	2,047
Prepaid insurance	797	5,870
Prepaid value-added taxes	1,852	2,872
Other	1,654	1,162
Total prepaid expenses and other current assets	6,984	11,951
Property, Plant and Equipment:
Total property, plant and equipment, gross	75,757	70,998
Less: Accumulated depreciation	(17,449)	(12,152)
Total property, plant and equipment, net	58,308	58,846
Accrued Expenses and Other Current Liabilities:
Accrued bonus	3,077	3,278
Accrued salaries	2,152	2,332
Accrued employee benefits	1,251	846
Accrued interest	16,100	8,235
Accrued purchases	5,601	1,790
Accrued taxes	5,258	11,000
Operating lease liabilities	2,235	3,541
Finance lease liabilities	544	0
Other	1,393	1,683
Total accrued expenses and other current liabilities	37,611	32,705
Other Non-Current Liabilities:
LaderaTech contingent earn-out	0	7,273
Other	2,087	2,049
Total other non-current liabilities	2,087	9,322
Buildings
Property, Plant and Equipment:
Total property, plant and equipment, gross	3,930	3,948
Leasehold improvements
Property, Plant and Equipment:
Total property, plant and equipment, gross	2,671	2,333
Furniture and fixtures
Property, Plant and Equipment:
Total property, plant and equipment, gross	511	344
Machinery and equipment
Property, Plant and Equipment:
Total property, plant and equipment, gross	60,828	58,314
Vehicles
Property, Plant and Equipment:
Total property, plant and equipment, gross	3,974	4,106
Construction in progress
Property, Plant and Equipment:
Total property, plant and equipment, gross	$ 3,843	$ 1,953

BALANCE SHEET COMPONENTS - Narr

BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation	$ 2,500	$ 2,700	$ 7,200	$ 8,100
Allowance for doubtful accounts	600		600		$ 900
Accounts receivable, net	$ 72,098		$ 72,098		$ 26,646	$ 24,300

GOODWILL AND OTHER INTANGIBLE_3

GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Changes in Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Goodwill [Roll Forward]
Beginning goodwill	$ 1,031,460
Foreign currency translation	(2,658)
Ending goodwill	1,028,802
Fire Safety
Goodwill [Roll Forward]
Beginning goodwill	860,319
Foreign currency translation	(2,078)
Ending goodwill	858,241
Specialty Products
Goodwill [Roll Forward]
Beginning goodwill	171,141
Foreign currency translation	(580)
Ending goodwill	$ 170,561

GOODWILL AND OTHER INTANGIBLE_4

GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Definite and Indefinite Lived Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Definite Lived Intangible Assets:
Gross Value	$ 1,112,000	$ 1,112,000
Impairment	(40,738)
Foreign Currency Translation	(12,342)	(11,450)
Accumulated Amortization	(104,422)	(63,110)
Net Book Value	$ 954,498	$ 1,037,440
Customer lists
Definite Lived Intangible Assets:
Estimated Useful Life (in years)	20 years	20 years
Gross Value	$ 761,000	$ 761,000
Impairment	0
Foreign Currency Translation	(7,987)	(7,451)
Accumulated Amortization	(71,504)	(43,220)
Net Book Value	$ 681,509	$ 710,329
Technology and patents
Definite Lived Intangible Assets:
Estimated Useful Life (in years)	20 years	20 years
Gross Value	$ 250,000	$ 250,000
Impairment	(40,738)
Foreign Currency Translation	(3,317)	(3,029)
Accumulated Amortization	(23,427)	(14,153)
Net Book Value	$ 182,518	$ 232,818
Tradenames
Definite Lived Intangible Assets:
Estimated Useful Life (in years)	20 years	20 years
Gross Value	$ 101,000	$ 101,000
Impairment	0
Foreign Currency Translation	(1,038)	(970)
Accumulated Amortization	(9,491)	(5,737)
Net Book Value	$ 90,471	$ 94,293

GOODWILL AND OTHER INTANGIBLE_5

GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 1,112,000		$ 1,112,000			$ 1,112,000
Intangible impairment	40,738	$ 0	40,738	$ 0
Amortization of intangible assets	13,800	$ 13,700	41,300	$ 41,400
Technology and patents
Finite-Lived Intangible Assets [Line Items]
Gross Value	250,000		$ 250,000			$ 250,000
Technology and patents | LaderaTech, Inc
Finite-Lived Intangible Assets [Line Items]
Gross Value					$ 40,700
Intangible impairment	$ 40,700

GOODWILL AND OTHER INTANGIBLE_6

GOODWILL AND OTHER INTANGIBLE ASSETS - Future Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2023 remaining	$ 13,338
2024	53,350
2025	53,350
2026	53,350
2027	53,350
Thereafter	727,760
Net Book Value	$ 954,498	$ 1,037,440

LEASES - Schedule of Lease Cost

LEASES - Schedule of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Lessee, Lease, Description [Line Items]
Operating lease cost	$ 1,082	$ 1,381	$ 3,353	$ 4,023
Finance lease cost:
Amortization of right-of-use assets	217	0	335	0
Interest on lease liabilities	106	0	181	0
Total lease cost	1,405	1,381	3,869	4,023
Cost of goods sold
Finance lease cost:
Total lease cost	1,268	1,246	3,532	3,679
Selling, general and administrative
Finance lease cost:
Total lease cost	$ 137	$ 135	$ 337	$ 344

LEASES - Narrative (Details)

LEASES - Narrative (Details)	Sep. 30, 2023
Leases [Abstract]
Weighted average remaining lease term of operating leases	8 years 4 months 24 days
Weighted average remaining lease term of finance leases	8 years 1 month 6 days
Weighted average discount rate of operating leases	6.60%
Weighted average discount rate of finance leases	7.80%

LEASES - Schedule of Supplement

LEASES - Schedule of Supplemental Cash Flow Lease (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$ 3,206	$ 3,797
Operating cash flows for finance leases	172	0
Financing cash flows for finance leases	251	0
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases	4,492	4,326
Finance leases	5,677	0
Net change in operating lease right-of-use assets due to lease modifications resulting in reclassification of leases from operating to finance	$ (1,514)	$ 0

LEASES - Schedule of Future Min

LEASES - Schedule of Future Minimum Payment Obligations for Non-Cancelable Operating Leases & Finance Leases (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Operating Leases
Remainder of 2023	$ 976
2024	3,173
2025	3,105
2026	2,753
2027	2,577
Thereafter	10,880
Total Lease payments	23,464
Less: imputed interest	5,844
Present value of lease liabilities	17,620
Finance Leases
Remainder of 2023	244
2024	962
2025	879
2026	731
2027	694
Thereafter	4,693
Total Lease payments	8,203
Less: imputed interest	2,623
Present value of lease liabilities	$ 5,580

LONG-TERM DEBT AND REDEEMABLE_3

LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Less: unamortized debt issuance costs	$ (8,816)	$ (9,720)
Long-term debt	666,184	665,280
Senior Notes
Debt Instrument [Line Items]
Senior Notes	$ 675,000	$ 675,000

LONG-TERM DEBT AND REDEEMABLE_4

LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - Revolving Credit Facility (Details) - The Revolving Credit Facility - USD ($)	Nov. 09, 2021	Sep. 30, 2023	Dec. 31, 2022
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%
Utilization threshold	40%
Leverage ratio	750%
Debt issuance costs, gross	$ 2,300,000
Long-term line of credit		$ 0	$ 0
Bridge Loan
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity	20,000,000
Letter of Credit
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity	25,000,000
Amount of undrawn letters of credit (up to)	$ 10,000,000

LONG-TERM DEBT AND REDEEMABLE_5

LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - Senior Notes (Details) - Senior Notes Due 2029 - Senior Notes $ in Millions	Nov. 09, 2021 USD ($)
Debt Instrument [Line Items]
Debt face amount	$ 675
Debt interest rate	5%
Deferred financing costs incurred	$ 11

LONG-TERM DEBT AND REDEEMABLE_6

LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES - Redeemable Preferred Shares (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended		9 Months Ended		12 Months Ended
	Nov. 09, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Debt Instrument [Line Items]
Dividend percentage	6.50%
Preferred dividend, paid in cash percentage	40%
Preferred dividend, paid in kind percentage	60%
Period of dividend payment after annual meeting	3 days
Preferred dividends paid in arrears				$ 7.5		$ 4.5
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
Liquidation preference	$ 100
Redemption price		$ 107.5		107.5		$ 104.5
6.50% Redeemable Preferred Shares | Interest Expense
Debt Instrument [Line Items]
Dividends		$ 1.7	$ 1.6	$ 5.1	$ 4.9
Mandatorily Redeemable Preferred Stock
Debt Instrument [Line Items]
Mandatory redeemable shares amount	$ 100
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

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	16.39%	12.14%	(2.29%)	6.31%
Luxembourg statutory rate			24.94%
Decrease in unrecognized tax benefits			$ 34
Unrecognized tax benefits	$ 2.3		$ 2.3

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Purchase obligation expense	$ 6.5	$ 9.6	$ 24.4	$ 34
Purchase agreement	5		5
Obligation paid to date			2.6
Obligation outstanding	$ 2.4		$ 2.4

EQUITY - Narrative (Details)

EQUITY - Narrative (Details)		3 Months Ended	9 Months Ended
	Jul. 21, 2022 shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) vote $ / shares shares	Dec. 31, 2022 $ / shares shares	Nov. 03, 2022 USD ($)
Class of Stock [Line Items]
Authorized share capital | $		$ 4,100,000,000	$ 4,100,000,000
Common stock, authorized (in shares)		4,000,000,000	4,000,000,000	4,000,000,000
Common stock, par value (in usd per share) | $ / shares		$ 1	$ 1	$ 1
Preferred stock, authorized (in shares)		10,000,000	10,000,000
Preferred stock, par value (in usd per share) | $ / shares		$ 10	$ 10
Number of votes per share | vote			1
Common stock, outstanding (in shares)		152,784,298	152,784,298	156,797,806
Warrants outstanding (in shares)		33,843,440	33,843,440
Preferred stock, shares outstanding (in shares)		10,000,000	10,000,000
Share Repurchase Plan
Class of Stock [Line Items]
Percentage of outstanding shares authorized to be repurchased	25%
Stock repurchase program, number of shares authorized to be repurchased (in shares)	40,659,257
Stock repurchase plan period	5 years
Authorized repurchase amount | $					$ 100,000,000
Stock repurchased during period (in shares)		1,736,535	5,845,161

SHARE-BASED COMPENSATION AND _3

SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - 2021 Equity Plan (Details) - USD ($)				1 Months Ended	3 Months Ended		9 Months Ended
	May 08, 2023	May 07, 2023	Mar. 08, 2023	Mar. 31, 2023	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized and reserved for future issuance (in shares)					31,900,000		31,900,000
Granted (in shares)							2,430,000
Noncash stock compensation expense							$ (130,000)	$ 7,551,000
5-Year Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)					255,000	2,175,000
Award vesting period			5 years	5 years	5 years	5 years
Annual operation performance per diluted share (in usd per share)				$ 8.39
Target annual operation performance per diluted share (in usd per share)				$ 11.35
Cancelled (in shares)				240,000
Look-back period	2 years
Look-forward period	2 years
Minimum compounded annual growth	10%	13.50%
Maximum compounded annual growth	20%	23.50%
Incremental expense							0
5-Year Option | Former Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance and time based vesting percentage			50%
Performance based vesting percentage			50%
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Noncash stock compensation expense					$ 1,700,000		(100,000)
Unrecognized compensation expense					$ 18,200,000		$ 18,200,000
Period for recognition							2 years 1 month 6 days

SHARE-BASED COMPENSATION AND _4

SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2023
Number of Options
Beginning balance (in shares)	10,339,171
Granted (in shares)	2,430,000
Exercised (in shares)	0
Forfeited (in shares)	(1,315,000)
Ending balance (in shares)	11,454,171
Options vested and exercisable (in shares)	245,004
Weighted-Average Exercise/Conversion Price
Beginning balance (in usd per share)	$ 9.75
Granted (in usd per share)	8.02
Exercised (in usd per share)	0
Forfeited (in usd per share)	10
Ending balance (in usd per share)	9.35
Options vested and exercisable (in usd per share)	$ 10
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Options outstanding, weighted average remaining contractual life	8 years 5 months 23 days
Options vested and exercisable, weighted average remaining contractual life	6 years 5 months 12 days
Options outstanding, aggregate intrinsic value	$ 0
Options vested and exercisable, aggregate intrinsic value	$ 0

SHARE-BASED COMPENSATION AND _5

SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Schedule of Stock Option Valuation Assumptions (Details)	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares
Q3-2023 Option Grants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield | $	$ 0
Risk-free interest rate, minimum	4.01%
Risk-free interest rate, maximum	4.25%
Expected volatility	45%
Expected term (years)	10 years
Suboptimal exercise multiple (in usd per share)	2.50
Weighted average exercise price of options granted (in usd per share)	$ 5.56
Weighted average fair value of options granted (in usd per share)	$ 2.83
Q3-2023 Option Grants | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Drift rate	4.01%
Q3-2023 Option Grants | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Drift rate	4.25%
Q1-2023 Option Grants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield | $	$ 0
Risk-free interest rate, minimum	3.93%
Risk-free interest rate, maximum	4.18%
Expected volatility	45%
Expected term (years)	6 years 6 months
Suboptimal exercise multiple (in usd per share)	0
Drift rate	0%
Weighted average exercise price of options granted (in usd per share)	$ 8.31
Weighted average fair value of options granted (in usd per share)	$ 4.24
Prior Grants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield | $	$ 0
Risk-free interest rate	3.48%
Expected volatility	44%
Suboptimal exercise multiple (in usd per share)	2.5
Weighted average exercise price of options granted (in usd per share)	$ 9.78
Weighted average fair value of options granted (in usd per share)	$ 3.15
Prior Grants | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	8 years 6 months
Drift rate	3.51%
Prior Grants | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	9 years 3 months
Drift rate	3.52%

SHARE-BASED COMPENSATION AND _6

SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS - Founder Advisory Amounts (Details) $ / shares in Units, $ in Millions		3 Months Ended		9 Months Ended						12 Months Ended
	Nov. 09, 2021 tradingDay shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) trading_day $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) tradingDay $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, outstanding (in shares) | shares		152,784,298		152,784,298	152,784,298	152,784,298	152,784,298	152,784,298		156,797,806
Founder Advisory Agreement | Related Party
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum amount to be paid in shares					50%
Founder Advisory Agreement | Related Party | EverArc Founder Entity
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fixed annual advisory shares (in shares) | shares	2,357,061			2,357,061						2,357,061
Yearly issue percentage	1.50%	1.50%		1.50%	1.50%	1.50%	1.50%	1.50%
Common stock, outstanding (in shares) | shares	157,137,410	157,137,410		157,137,410	157,137,410	157,137,410	157,137,410	157,137,410
Consecutive trading days	10					10		10
Percentage settled in cash					50%
After cash settlement, percentage as liability					50%
After cash settlement, percentage as equity					50%
Fixed annual advisory amount fair value | $		$ 59.2		$ 59.2	$ 59.2	$ 59.2	$ 59.2	$ 59.2		$ 237
Variable annual advisory amount fair value | $		$ 64.6		$ 64.6	$ 64.6	$ 64.6	$ 64.6	$ 64.6		$ 104.5
Share price (in usd per share) | $ / shares		$ 5.02		$ 5.02	$ 5.02	$ 5.02	$ 5.02	$ 5.02		$ 8.86
Adjustment in fair value of advisory amounts | $		$ 24.5	$ 73.7				$ 108.8		$ 154

FAIR VALUE MEASUREMENTS - Narra

FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Gross Value	$ 1,112,000		$ 1,112,000			$ 1,112,000
Intangible impairment	40,738	$ 0	40,738	$ 0
Gain on contingent earn-out	7,665	$ 3,644	7,273	$ 13,042
Technology and patents
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Gross Value	250,000		250,000			250,000
LaderaTech, Inc
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Revenue threshold			5,000
Contingent future payments	7,700		7,700
Gain on contingent earn-out			$ 7,700
LaderaTech, Inc | Technology and patents
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Gross Value					$ 40,700
Intangible impairment	$ 40,700
LaderaTech, Inc | Measurement Input, Gross Profit
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration liability, measurement input	0.20		0.20
Level 2 | Senior Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Long-term debt, fair value	$ 544,100		$ 544,100			$ 556,900

FAIR VALUE MEASUREMENTS - Sched

FAIR VALUE MEASUREMENTS - Schedule of Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Liabilities:
LaderaTech contingent earn-out included in other liabilities, non-current	$ 0	$ 7,273
Fair Value, Recurring
Liabilities:
Founders advisory fees payable - related party	61,912	175,373
LaderaTech contingent earn-out included in other liabilities, non-current		7,273
Total liabilities		182,646
Fair Value, Recurring | Level 1
Liabilities:
Founders advisory fees payable - related party	29,597	56,883
LaderaTech contingent earn-out included in other liabilities, non-current		0
Total liabilities		56,883
Fair Value, Recurring | Level 2
Liabilities:
Founders advisory fees payable - related party	0	0
LaderaTech contingent earn-out included in other liabilities, non-current		0
Total liabilities		0
Fair Value, Recurring | Level 3
Liabilities:
Founders advisory fees payable - related party	$ 32,315	118,490
LaderaTech contingent earn-out included in other liabilities, non-current		7,273
Total liabilities		$ 125,763

FAIR VALUE MEASUREMENTS - Recon

FAIR VALUE MEASUREMENTS - Reconciliation of Level 3 Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Founders Advisory Fees Payable - Related Party
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning of period	$ 51,729	$ 138,637	$ 118,490	$ 251,513
Settlements		0		(40,776)
Reclassification from liability to equity		0		(10,495)
Founders advisory fees - related party, change in fair value	(19,414)	(53,216)	(86,175)	(114,821)
Gain on contingent earn-out, change in fair value	0	0	0	0
Fair value, end of period	32,315	85,421	32,315	85,421
LaderaTech Contingent Earn-out
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning of period	7,665	10,581	7,273	19,979
Settlements		0		0
Reclassification from liability to equity		0		0
Founders advisory fees - related party, change in fair value	0	0	0	0
Gain on contingent earn-out, change in fair value	(7,665)	(3,644)	(7,273)	(13,042)
Fair value, end of period	$ 0	$ 6,937	$ 0	$ 6,937

RELATED PARTIES - Narrative (De

RELATED PARTIES - Narrative (Details) $ / shares in Units, $ in Millions			3 Months Ended		9 Months Ended						12 Months Ended
	Feb. 15, 2023 USD ($) shares	Nov. 09, 2021 tradingDay shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) trading_day $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) tradingDay $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares
Related Party Transaction [Line Items]
Common stock, outstanding (in shares) | shares			152,784,298		152,784,298	152,784,298	152,784,298	152,784,298	152,784,298		156,797,806
EverArc Founder Entity | Founder Advisory Agreement | Related Party
Related Party Transaction [Line Items]
Fixed annual advisory shares (in shares) | shares		2,357,061			2,357,061						2,357,061
Yearly issue percentage		1.50%	1.50%		1.50%	1.50%	1.50%	1.50%	1.50%
Common stock, outstanding (in shares) | shares		157,137,410	157,137,410		157,137,410	157,137,410	157,137,410	157,137,410	157,137,410
Consecutive trading days		10					10		10
Fixed annual advisory, average share price (in usd per share) | $ / shares											$ 8.86
Fixed annual advisory fee shares value											$ 20.9
Variable annual advisory, average share price (in usd per share) | $ / shares											$ 8.86	$ 13.63
Percentage received in shares											77.70%
Advisory share amount (in shares) | shares											1,831,653
Percentage received in cash											22.30%
Payment of advisory amount	$ 4.7										$ 4.7
Ordinary shares issued (in shares) | shares	1,831,653
Share price (in usd per share) | $ / shares			$ 5.02		$ 5.02	$ 5.02	$ 5.02	$ 5.02	$ 5.02		$ 8.86
Variable annual advisory amount fair value			$ 64.6		$ 64.6	$ 64.6	$ 64.6	$ 64.6	$ 64.6		$ 104.5
Fixed annual advisory amount fair value			59.2		$ 59.2	$ 59.2	$ 59.2	59.2	$ 59.2		$ 237
Annual advisory amount percentage paid in cash						50%
Annual advisory paid in shares						50%
Adjustment in fair value of advisory amounts			24.5	$ 73.7				108.8		$ 154
Ironman | Lease Arrangements for Real Property | Related Party
Related Party Transaction [Line Items]
Related party transaction expense			$ 0.1	$ 0.1				$ 0.3		$ 0.3

REVENUE RECOGNITION - Schedule

REVENUE RECOGNITION - Schedule of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Net sales	$ 142,658	$ 160,509	$ 262,653	$ 319,232
Revenues from products
Disaggregation of Revenue [Line Items]
Net sales	122,347	139,941	238,207	292,603
Revenues from services
Disaggregation of Revenue [Line Items]
Net sales	19,845	20,126	23,483	24,116
Other revenues
Disaggregation of Revenue [Line Items]
Net sales	$ 466	$ 442	$ 963	$ 2,513

EARNINGS PER SHARE (Details)

EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net income	$ 19,282	$ 52,014	$ 9,431	$ 106,227	$ 8,927	$ 36,963	$ 80,727	$ 152,117
Weighted-average shares outstanding:
Weighted average shares used in computing earnings per share, basic (in shares)	153,694,160			162,635,592			155,958,492	161,943,492
Founders advisory fees (in shares)	11,785,305			14,142,366			11,785,305	14,142,366
Weighted average shares used in computing earnings per share, diluted (in shares)	165,479,465			176,777,958			167,743,797	176,085,858
Basic earnings per share (in usd per share)	$ 0.13			$ 0.65			$ 0.52	$ 0.94
Diluted earnings per share (in usd per share)	$ 0.12			$ 0.60			$ 0.48	$ 0.86
Stock Option
Weighted-average shares outstanding:
Potential shares excluded from computation (in shares)							11,500,000	10,400,000
Founder Advisory Agreement
Weighted-average shares outstanding:
Potential shares excluded from computation (in shares)							12,900,000	15,300,000
Warrant
Weighted-average shares outstanding:
Potential shares excluded from computation (in shares)							8,500,000	8,500,000

SEGMENT INFORMATION - Narrative

SEGMENT INFORMATION - Narrative (Details)	9 Months Ended
	Sep. 30, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	2

SEGMENT INFORMATION - Schedule

SEGMENT INFORMATION - Schedule of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Net sales:	$ 142,658	$ 160,509	$ 262,653	$ 319,232
Adjusted EBITDA:	61,469	75,627	85,575	123,286
Depreciation and amortization	16,276	16,450	48,493	49,536
Interest and financing expense	10,448	9,944	30,938	32,582
Founders advisory fees - related party	(24,544)	(73,713)	(108,806)	(154,026)
Intangible impairment	40,738	0	40,738	0
Non-recurring expenses	22	1,168	1,942	4,788
Share-based compensation expense	1,749	(845)	(130)	7,551
Non-cash purchase accounting impact	0	658	0	24,796
Gain on contingent earn-out	(7,665)	(3,644)	(7,273)	(13,042)
Unrealized foreign currency loss	1,384	4,705	756	8,741
Income before income taxes	23,061	120,904	78,917	162,360
Fire Safety
Segment Reporting Information [Line Items]
Net sales:	118,280	121,963	190,164	207,010
Adjusted EBITDA:	56,038	60,363	69,209	81,248
Specialty Products
Segment Reporting Information [Line Items]
Net sales:	24,378	38,546	72,489	112,222
Adjusted EBITDA:	$ 5,431	$ 15,264	$ 16,366	$ 42,038

Uncategorized Items - prm-20230

Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2016-13 [Member]