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BUSINESS ACQUISITIONS (Tables) | 12 Months Ended
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Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
Schedule of Reverse Recapitalization Cash Balance | The cash balance on the Closing Date consisted of the following (in thousands):
| Amount
Capital contribution from EverArc | $ | 315,807 |
Proceeds from PIPE Subscribers | 1,150,000 |
Senior Notes, net of issue costs | 663,970 |
Total | $ | 2,129,777 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The total purchase price consideration and its final allocation for SK Intermediate was as follows (in thousands):
| At November 9, 2021
Purchase Consideration:
Cash consideration | $ | 1,220,103 |
Management Subscribers rollover contribution | 11,048 |
Redeemable Preferred Shares | 100,000 |
Fair value of total consideration transferred | $ | 1,331,151 |
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed:
Property, plant and equipment | $ | 62,689 |
Inventory | 100,246 |
Tradenames | 101,000 |
Customer lists | 761,000 |
Existing technology and patents | 250,000 |
Working capital | 27,379 |
Other assets (liabilities), net | (832) |
LaderaTech contingent earn-out (1) | (19,781) |
Long-term debt | (696,971) |
Deferred tax liabilities | (299,474) |
Total fair value of net assets acquired | 285,256 |
Goodwill (2) | 1,045,895 |
Total | $ | 1,331,151 |
(1)Refer to the LaderaTech Acquisition. (2)Of the total goodwill amount herein, $871.4 million has been allocated to Fire Safety segment and $174.5 million has been allocated to Specialty Products segment. The following table summarizes the consideration transferred for the LaderaTech acquisition and the fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):
| May 7, 2020
Purchase Consideration: |
Cash | $ | 2,016 |
Contingent earn-out | 19,816 |
Total purchase consideration | $ | 21,832 |
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed: |
Cash | $ | 46 |
Net working capital | (38) |
In-process research and development | 20,200 |
Deferred tax liability | (5,282) |
Total fair value of net assets acquired | 14,926 |
Goodwill | 6,906 |
Total | $ | 21,832 |
Schedule of Pro Forma Information | The following table summarizes LaderaTech acquisition revenue and earnings included in the accompanying consolidated statements of operations and comprehensive income (loss) from May 7, 2020 through December 31, 2020 (in thousands):
| May 7, 2020 - December 31, 2020
Net sales | $ | 609 |
Net loss | (343) |
The unaudited pro forma financial information as presented below is for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combinations occurred as of the date indicated or what the results would be for any future periods (in thousands):
| Year Ended December 31, 2020
Pro forma net sales | $ | 339,579 |
Pro forma net income (loss) | 23,815 |

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- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
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