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 provides fire retardants and firefighting foams, as well as specialized equipment and services typically offered in conjunction with the Company’s retardant and foam products. The Specialty Products segment includes operations that develop, produce and market products for non-fire safety markets. The Company’s largest end market application for the Specialty Products segment is Phosphorus Pentasulfide (“P2S5”) based lubricant additives. P2S5 is also used in pesticide and mining chemicals applications, and emerging electric battery technologies. The Specialty Products segment also includes IMS, which is a manufacturer of electronic or electro-mechanical components of larger solutions. IMS has a flexible, vertically integrated production facility centered on its printed circuit board (“PCB”) line that allows it to acquire and produce a variety of product lines across a range of end markets, including large medical systems, communications infrastructure, energy infrastructure, defense systems, and industrial systems, with a substantial focus on aftermarket repair and replacement. The chief operating decision-maker (“CODM”) is the Company's CEO. The CODM uses Segment Adjusted EBITDA for each segment predominantly in the annual budget and forecasting process. The CODM considers budget/forecast-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources to each segment. Segment Adjusted EBITDA is defined as income (loss) before income taxes plus net interest and other financing expenses, and depreciation and amortization, adjusted on a consistent basis for certain non-recurring, unusual or non-operational items. These items include (i) restructuring and transaction related costs (ii) founder advisory fee expenses, (iii) stock-based compensation expense and (iv) foreign currency loss (gain).
Interest income, interest expense, other income (expense) and certain corporate operating expenses are not included in the measures of segment performance reviewed by the CODM. The corporate category is not considered to be a segment.
Information related to net sales, Segment Adjusted EBITDA, depreciation and amortization, purchases of property and equipment, and purchases of intangible assets are summarized below (in thousands): | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 30, 2025 | | | | | | Fire Safety | | Specialty Products | | Total | | | | | Net sales: | | | | | | | | | | Product | $ | 88,543 | | | $ | 42,230 | | | $ | 130,773 | | | | | | Services and others | 31,741 | | | 125 | | | 31,866 | | | | | | Total net sales | $ | 120,284 | | | $ | 42,355 | | | $ | 162,639 | | | | | | | | | | | | | | | | Less: | | | | | | | | | | Adjusted cost of goods sold | $ | 33,632 | | | $ | 24,367 | | | $ | 57,999 | | | | | | Adjusted selling, general and administrative expense | 8,993 | | | 4,309 | | | 13,302 | | | | | | Segment Adjusted EBITDA | $ | 77,659 | | | $ | 13,679 | | | $ | 91,338 | | | | | | Less: | | | | | | | | | | Depreciation and amortization | | | | | 17,924 | | | | | | Interest and financing expense | | | | | 9,930 | | | | | | Founders advisory fees - related party | | | | | 96,883 | | | | | | | | | | | | | | | | Non-recurring expenses | | | | | 307 | | | | | | Stock-based compensation expense | | | | | 2,238 | | | | | | | | | | | | | | | | Foreign currency gain | | | | | (2,096) | | | | | | Loss before income taxes | | | | | $ | (33,848) | | | | | | | | | | | | | | | | Depreciation and amortization | $ | 13,620 | | | $ | 4,304 | | | $ | 17,924 | | | | | | Purchases of property and equipment | $ | 10,409 | | | $ | 2,355 | | | $ | 12,764 | | | | | | Purchase of intangible assets | $ | 15,226 | | | $ | — | | | $ | 15,226 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Three Months Ended June 30, 2024 | | Fire Safety | | Specialty Products | | Total | Net sales: | | | | | | Product | $ | 65,998 | | | $ | 28,738 | | | $ | 94,736 | | Services and others | 32,540 | | | — | | | 32,540 | | Total net sales | $ | 98,538 | | | $ | 28,738 | | | $ | 127,276 | | | | | | | | Less: | | | | | | Adjusted cost of goods sold | $ | 34,680 | | | $ | 16,672 | | | $ | 51,352 | | Adjusted selling, general and administrative expense | 8,219 | | | 2,797 | | | 11,016 | | Segment Adjusted EBITDA | $ | 55,639 | | | $ | 9,269 | | | $ | 64,908 | | Less: | | | | | | Depreciation and amortization | | | | | 16,359 | | Interest and financing expense | | | | | 10,590 | | Founders advisory fees - related party | | | | | 588 | | | | | | | | Non-recurring expenses | | | | | 23 | | Stock-based compensation expense | | | | | 2,994 | | | | | | | | Foreign currency loss | | | | | 224 | | Income before income taxes | | | | | $ | 34,130 | | | | | | | | Depreciation and amortization | $ | 12,798 | | | $ | 3,561 | | | $ | 16,359 | | Purchases of property and equipment | $ | 1,685 | | | $ | 1,958 | | | $ | 3,643 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Six Months Ended June 30, 2025 | | | | | | Fire Safety | | Specialty Products | | Total | | | | | Net sales: | | | | | | | | | | Product | $ | 122,575 | | | $ | 76,914 | | | $ | 199,489 | | | | | | Services and others | 34,872 | | | 308 | | | 35,180 | | | | | | Total net sales | $ | 157,447 | | | $ | 77,222 | | | $ | 234,669 | | | | | | | | | | | | | | | | Less: | | | | | | | | | | Adjusted cost of goods sold | $ | 52,214 | | | $ | 46,987 | | | $ | 99,201 | | | | | | Adjusted selling, general and administrative expense | 17,489 | | | 8,558 | | | 26,047 | | | | | | Segment Adjusted EBITDA | $ | 87,744 | | | $ | 21,677 | | | $ | 109,421 | | | | | | Less: | | | | | | | | | | Depreciation and amortization | | | | | 34,817 | | | | | | Interest and financing expense | | | | | 19,574 | | | | | | Founders advisory fees - related party | | | | | 16,270 | | | | | | | | | | | | | | | | Non-recurring expenses | | | | | 1,775 | | | | | | Stock-based compensation expense | | | | | 4,909 | | | | | | | | | | | | | | | | Foreign currency gain | | | | | (3,255) | | | | | | Income before income taxes | | | | | $ | 35,331 | | | | | | | | | | | | | | | | Depreciation and amortization | $ | 26,385 | | | $ | 8,432 | | | $ | 34,817 | | | | | | Purchases of property and equipment | $ | 13,671 | | | $ | 3,906 | | | $ | 17,577 | | | | | | Purchase of intangible assets | $ | 15,226 | | | $ | — | | | $ | 15,226 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Six Months Ended June 30, 2024 | | Fire Safety | | Specialty Products | | Total | Net sales: | | | | | | Product | $ | 89,990 | | | $ | 62,627 | | | $ | 152,617 | | Services and others | 33,703 | | | — | | | 33,703 | | Total net sales | $ | 123,693 | | | $ | 62,627 | | | $ | 186,320 | | | | | | | | Less: | | | | | | Adjusted cost of goods sold | $ | 51,532 | | | $ | 35,447 | | | $ | 86,979 | | Adjusted selling, general and administrative expense | 16,763 | | | 5,534 | | | 22,297 | | Segment Adjusted EBITDA | $ | 55,398 | | | $ | 21,646 | | | $ | 77,044 | | Less: | | | | | | Depreciation and amortization | | | | | 32,771 | | Interest and financing expense | | | | | 21,238 | | Founders advisory fees - related party | | | | | 68,921 | | | | | | | | Non-recurring expenses | | | | | 563 | | Stock-based compensation expense | | | | | 4,736 | | | | | | | | Foreign currency loss | | | | | 1,517 | | Loss before income taxes | | | | | $ | (52,702) | | | | | | | | Depreciation and amortization | $ | 25,688 | | | $ | 7,083 | | | $ | 32,771 | | Purchases of property and equipment | $ | 2,478 | | | $ | 2,718 | | | $ | 5,196 | | | | | | | |
Total segment assets reconciled to consolidated amounts are as follows (in thousands): | | | | | | | | | | | | | | | | | | | June 30, 2025 | | Fire Safety | | Specialty Products | | Total | Segment assets | $ | 154,683 | | | $ | 240,622 | | | $ | 395,305 | | Cash and cash equivalents | | | | | 140,658 | | Goodwill | | | | | 1,053,108 | | Customer lists, net | | | | | 624,787 | | Technology and patents, net | | | | | 186,494 | | Tradenames, net | | | | | 85,482 | | Tax assets | | | | | 428 | | Total consolidated assets | | | | | $ | 2,486,262 | |
| | | | | | | | | | | | | | | | | | | December 31, 2024 | | Fire Safety | | Specialty Products | | Total | Segment assets | $ | 83,677 | | | $ | 189,912 | | | $ | 273,589 | | Cash and cash equivalents | | | | | 198,456 | | Goodwill | | | | | 1,034,543 | | Customer lists, net | | | | | 637,745 | | Technology and patents, net | | | | | 173,307 | | Tradenames, net | | | | | 87,365 | | Tax assets | | | | | 11,389 | | Total consolidated assets | | | | | $ | 2,416,394 | |
Net sales by geographical area are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 30, | | Six Months Ended June 30, | | 2025 | | 2024 | | 2025 | | 2024 | United States | 71 | % | | 78 | % | | 70 | % | | 75 | % | Canada | 13 | % | | 6 | % | | 9 | % | | 4 | % | Other international sales (1) | 16 | % | | 16 | % | | 21 | % | | 21 | % | Total net sales | 100 | % | | 100 | % | | 100 | % | | 100 | % |
(1) The Company did not have net sales in excess of 10% in any other countries for the three and six months ended June 30, 2025, and June 30, 2024. Property, plant and equipment, net by geographical area consisted of the following (in thousands): | | | | | | | | | | | | | June 30, 2025 | | December 31, 2024 | United States | $ | 58,875 | | | $ | 46,580 | | Germany | 13,678 | | | 12,643 | | Other foreign jurisdictions | 6,278 | | | 5,554 | | Total property, plant and equipment, net | $ | 78,831 | | | $ | 64,777 | |
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