Form 8-K - Current report

FALSE000188031900018803192024-02-222024-02-220001880319us-gaap:CommonStockMember2024-02-222024-02-220001880319us-gaap:WarrantMember2024-02-222024-02-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2024

PERIMETER SOLUTIONS, SA

(Exact name of registrant as specified in its charter)

Grand Duchy of Luxembourg

001-41027

98-1632942

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS. Employer Identification No.)

12E rue Guillaume Kroll, L-1882 Luxembourg

Grand Duchy of Luxembourg

352 2668 62-1

(Address of principal executive offices, including zip code)

[phone]

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary Shares, nominal value $1.00 per share

PRM

New York Stock Exchange

Warrants for Ordinary Shares

PRMFF

OTC Markets Group Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

---

Item 2.02     Results of Operations and Financial Condition.

On February 22, 2024, Perimeter Solutions, SA issued a press release announcing its financial results for its fiscal quarter ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1.

The information furnished under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01     Financial Statements and Exhibits

(d)			Exhibits

The following exhibit is being furnished as part of this Current Report on Form 8-K.

Exhibit No.						Description
99.1						Press release issued by Perimeter Solutions, SA on February 22, 2024.

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Perimeter Solutions, SA
Date: February 22, 2024			By:			/s/ Kyle Sable
						Kyle Sable
						Chief Financial Officer

Exhibit 99.1

Perimeter Solutions Reports Fourth Quarter 2023 Financial Results

February 22, 2024

2023 Fire Safety Revenue, Adjusted EBITDA, and Adjusted EBITDA margin roughly flat versus 2022, despite an almost 50% reduction in U.S. acres burned ex-Alaska

2023 Specialty Products’ financial results impacted by inventory destock activity throughout the year

Repurchased 6.3 million shares in Q4 at an average price of $4.21; new $100M repurchase authorized

Clayton, Missouri, February 22, 2024 – Perimeter Solutions, SA (NYSE: PRM) ("Perimeter" or the "Company"), a leading provider of mission-critical firefighting products and services, as well as high-quality specialty chemicals, today reported financial results for its fourth quarter, and full-year, ended December 31, 2023.

Full Year 2023 Results

•Full year net sales decreased 11% to $322.1 million, as compared to $360.5 million in the prior year.

•Fire Safety sales decreased less than 0.5% to $225.6 million, as compared to $226.6 million in the prior year.

•Specialty Products sales decreased 28% to $96.6 million, as compared to $133.9 million in the prior year.

•Full year net income was $67.5 million, or $0.41 per diluted share, a decrease of $24.3 million from $91.8 million, or $0.52 per diluted share in the prior year.

•Full year adjusted EBITDA decreased 23% to $96.8 million, as compared to $125.4 million in the prior year.

•Fire Safety Adjusted EBITDA decreased 1% to $76.2 million, as compared to $77.4 million in the prior year.

•Specialty Products Adjusted EBITDA decreased 57% to $20.6 million, as compared to $48.0 million in the prior year.

Fourth Quarter 2023 Results

•Net sales increased 44% to $59.5 million in the fourth quarter, as compared to $41.3 million in the prior year quarter.

•Fire Safety sales increased 81% to $35.4 million, as compared to $19.6 million in the prior year quarter.

•Specialty Products sales increased 11% to $24.1 million, as compared to $21.7 million in the prior year quarter.

•Net loss during the fourth quarter was $13.2 million, or $(0.09) per diluted share, a decrease of $47.2 million from a loss of $60.4 million, or $(0.38) per diluted share in the prior year quarter.

•Adjusted EBITDA increased 433% to $11.2 million in the fourth quarter, as compared to $2.1 million in the prior year quarter.

•Fire Safety Adjusted EBITDA increased to $7.0 million, as compared to $(3.9) million in the prior year quarter.

•Specialty Products Adjusted EBITDA decreased 30% to $4.2 million, as compared to $6.0 million in the prior year quarter.

---

Conference Call and Webcast

As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Thursday, February 22, 2024 to discuss financial results for the fourth quarter 2023. The conference call can be accessed by dialing [phone] (toll-free) or [phone] (toll).

The conference call will also be webcast simultaneously on Perimeter's website (https://ir.perimeter-solutions.com), accessed under the Investor Relations page. The webcast link will be made available on the Company's website prior to the start of the call; go to the investor relations page of our website to the News & Events menu and click on "Events & Presentations."

A slide presentation will also be available for reference during the conference call; go to the investor relations page of our website to the News & Events menu and click on "Events & Presentations."

Following the live webcast, a replay will be available on the Company's website. A telephonic replay will also be available approximately two hours after the call and can be accessed by dialing [phone] (toll-free) or [phone] (toll). The telephonic replay will be available until March 23, 2024.

About Perimeter Solutions

Perimeter Solutions is a leading global solutions provider, providing high-quality firefighting products and specialty chemicals. The Company's business is organized and managed in two reporting segments: Fire Safety and Specialty Products.

The Fire Safety business consists of formulating, manufacture and sale of fire retardants and firefighting foams that assist in combating various types of fires, including wildland, structural, flammable liquids and others. Our Fire Safety business also offers specialized equipment and services, typically in conjunction with our fire management products, to support our customers' firefighting operations. Our specialized equipment includes airbase retardant storage, mixing, and delivery equipment; mobile retardant bases; retardant ground application units; mobile foam equipment; and equipment that we custom design and manufacture to meet specific customer needs. Our service network can meet the emergency resupply needs of over 150 air tanker bases in North America, as well as many other customer locations in North America and internationally. The segment is built on the premise of superior technology, exceptional responsiveness to our customers' needs, and a "never-fail" service network. The segment sells products to government agencies and commercial customers around the world.

The Specialty Products business produces and sells high quality Phosphorus Pentasulfide ("P2S5") primarily used in the preparation of specialty chemicals, including a family of compounds called Zinc Dialkyldithiophosphates (“ZDDP”) that provide critical anti-wear protection to engine components. P2S5 is also used in pesticide and mining chemicals applications.

Forward-looking Information

This press release may contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods.

Any such forward-looking statements are not guarantees of performance or results, and involve risks, uncertainties (some of which are beyond the Company's control) and assumptions. Although Perimeter believes any forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect Perimeter's actual financial results and cause them to differ materially from those anticipated in any forward-looking statements, including the risk factors described from time to time by us in our filings with the Securities and Exchange Commission ("SEC"), including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Shareholders, potential investors and other readers should consider these factors carefully in evaluating the forward-looking statements.

Any forward-looking statement made by Perimeter in this press release speaks only as of the date on which it is made. Perimeter undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

SOURCE: Perimeter Solutions, SA.

CONTACT: [e-mail]

---

PERIMETER SOLUTIONS, SA AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except share and per share data)

(Unaudited)

			Three Months Ended December 31,												Year Ended December 31,
			2023						2022						2023						2022
Net sales			$	59,455					$	41,273					$	322,108					$	360,505
Cost of goods sold			38,744						30,699						183,253						217,853
Gross profit			20,711						10,574						138,855						142,652
Operating expenses:
Selling, general and administrative expense			15,550						19,836						57,073						74,319
Amortization expense			13,753						13,710						55,065						55,105
Founders advisory fees - related party			325						36,724						(108,481)						(117,302)
Intangible impairment			—						—						40,738						—
Other operating expense			—						60						10						465
Total operating expenses			29,628						70,330						44,405						12,587
Operating (loss) income			(8,917)						(59,756)						94,450						130,065
Other expense (income):
Interest expense, net			10,440						10,003						41,378						42,585
Loss (gain) on contingent earn-out			—						336						(7,273)						(12,706)
Unrealized foreign currency (gain) loss			(2,411)						(5,279)						(1,655)						3,462
Other expense (income), net			388						317						417						(503)
Total other expense, net			8,417						5,377						32,867						32,838
(Loss) income before income taxes			(17,334)						(65,133)						61,583						97,227
Income tax benefit (expense)			4,093						4,774						5,903						(5,469)
Net (loss) income			(13,241)						(60,359)						67,486						91,758
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments			10,626						16,090						5,761						(18,336)
Total comprehensive (loss) income			$	(2,615)					$	(44,269)					$	73,247					$	73,422
(Loss) earnings per share:
Basic			$	(0.09)					$	(0.38)					$	0.44					$	0.57
Diluted			$	(0.09)					$	(0.38)					$	0.41					$	0.52
Weighted average number of ordinary shares outstanding:
Basic			150,833,523						157,945,813						154,666,717						160,937,575
Diluted			150,833,523						157,945,813						166,452,022						175,079,941

---

PERIMETER SOLUTIONS, SA AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share and per share data)

(Unaudited)

			December 31, 2023						December 31, 2022
Assets
Current assets:
Cash and cash equivalents			$	47,276					$	126,750
Accounts receivable, net			39,593						26,646
Inventories			145,652						142,961
Prepaid expenses and other current assets			18,493						12,165
Total current assets			251,014						308,522
Property, plant, and equipment, net			59,402						58,846
Operating lease right-of-use assets			16,339						18,582
Finance lease right-of-use assets, net			6,064						—
Goodwill			1,036,279						1,031,460
Customer lists, net			674,786						710,329
Technology and patents, net			180,653						232,818
Tradenames, net			89,568						94,293
Other assets			1,317						1,766
Total assets			$	2,315,422					$	2,456,616
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable			$	21,639					$	36,794
Accrued expenses and other current liabilities			30,710						32,705
Founders advisory fees payable - related party			2,702						4,655
Total current liabilities			55,051						74,154
Long-term debt, net			666,494						665,280
Operating lease liabilities, net of current portion			14,908						15,484
Finance lease liabilities, net of current portion			5,547						—
Deferred income taxes			253,454						278,270
Founders advisory fees payable - related party			56,917						170,718
Redeemable preferred shares			105,799						101,279
Redeemable preferred shares - related party			2,764						3,209
Other non-current liabilities			2,193						9,322
Total liabilities			1,163,127						1,317,716
Commitments and contingencies
Shareholders' equity:
Ordinary shares, $1 nominal value per share; 4,000,000,000 shares authorized; 165,066,195 and 163,234,542 shares issued; 146,451,005 and 156,797,806 shares outstanding at December 31, 2023 and 2022, respectively			165,067						163,235
Treasury shares, at cost; 18,615,190 and 6,436,736 shares at December 31, 2023 and 2022, respectively			(113,407)						(49,341)
Additional paid-in capital			1,701,163						1,698,781
Accumulated other comprehensive loss			(19,710)						(25,471)
Accumulated deficit			(580,818)						(648,304)
Total shareholders' equity			1,152,295						1,138,900
Total liabilities and shareholders' equity			$	2,315,422					$	2,456,616

---

PERIMETER SOLUTIONS, SA AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

			Year Ended December 31,
			2023						2022
Cash flows from operating activities:
Net income			$	67,486					$	91,758
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Founders advisory fees - related party (change in accounting fair value)			(108,481)						(117,302)
Depreciation and amortization expense			64,855						65,795
Interest and payment-in-kind on preferred shares			6,792						6,537
Share-based compensation			1,596						14,649
Non-cash lease expense			5,248						5,390
Deferred income taxes			(25,816)						(17,000)
Intangible impairment			40,738						—
Amortization of deferred financing costs			1,664						1,602
Amortization of acquisition related inventory step-up			—						24,796
Gain on contingent earn-out			(7,273)						(12,706)
Unrealized (gain) loss on foreign currency			(1,655)						3,462
Loss on disposal of assets			139						9
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable			(14,435)						(6,190)
Inventories			(2,044)						(61,934)
Prepaid expenses			1,014						1,922
Accounts payable			(15,335)						9,696
Deferred revenue			—						(383)
Income taxes payable, net			(3,498)						8,920
Accrued expenses and other current liabilities			(1,758)						(647)
Founders advisory fees - related party (cash settled)			(4,655)						(53,547)
Operating lease liabilities			(4,182)						(5,072)
Finance lease liabilities			(282)						—
Other liabilities			75						73
Net cash provided by (used in) operating activities			193						(40,172)
Cash flows from investing activities:
Purchase of property and equipment			(9,435)						(8,613)
Change in short-term investments			(5,459)						—
Purchase price adjustment under Business Combination Agreement			—						(1,638)
Net cash used in investing activities			(14,894)						(10,251)
Cash flows from financing activities:
Ordinary shares repurchased			(64,066)						(49,341)
Proceeds from exercise of warrants			—						529
Principal payments on finance lease obligations			(387)						—
Net cash used in financing activities			(64,453)						(48,812)
Effect of foreign currency on cash and cash equivalents			(320)						431
Net change in cash and cash equivalents			(79,474)						(98,804)
Cash and cash equivalents, beginning of period			126,750						225,554
Cash and cash equivalents, end of period			$	47,276					$	126,750
Supplemental disclosures of cash flow information:
Cash paid for interest			$	37,005					$	35,488
Cash paid for income taxes			$	25,960					$	13,488
Non-cash investing and financing activities:
Liability portion of founders advisory fees - related party reclassified to additional paid in capital			$	2,618					$	19,568

---

Non-GAAP Financial Metrics

Adjusted EBITDA

The computation of Adjusted EBITDA is defined as net income plus income tax expense, net interest and other financing expenses, and depreciation and amortization, adjusted on a consistent basis for certain non-recurring, unusual or non-operational items in a balanced manner. These items include (i) expenses related to the Business Combination, (ii) founder advisory fee expenses, (iii) stock compensation expense, (iv) non-cash impact of purchase accounting on the cost of inventory sold and intangible impairment and (v) unrealized foreign currency loss (gain). To supplement the Company's condensed consolidated financial statements presented in accordance with U.S. GAAP, Perimeter is providing a summary to show the computations of Adjusted EBITDA, which is a non-U.S.GAAP measure used by the Company's management and by external users of Perimeter’s financial statements, such as investors, commercial banks and others, to assess the Company's operating performance as compared to that of other companies, without regard to financing methods, capital structure or historical cost basis. Adjusted EBITDA should not be considered an alternative to net income (loss), operating income (loss), cash flows provided by (used in) operating activities or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP (in thousands).

(Unaudited)			Three Months Ended December 31,												Year Ended December 31,
			2023						2022						2023						2022
(Loss) income before income taxes			$	(17,334)					$	(65,133)					$	61,583					$	97,227
Depreciation and amortization			16,362						16,259						64,855						65,795
Interest and financing expense			10,440						10,003						41,378						42,585
Founders advisory fees - related party			325						36,724						(108,481)						(117,302)
Intangible impairment 1			—						—						40,738						—
Non-recurring expenses 2			2,104						2,097						4,046						6,885
Share-based compensation expense			1,726						7,098						1,596						14,649
Non-cash purchase accounting impact 3			—						—						—						24,796
Loss (gain) on contingent earn-out			—						336						(7,273)						(12,706)
Unrealized foreign currency (gain) loss			(2,411)						(5,279)						(1,655)						3,462
Adjusted EBITDA			$	11,212					$	2,105					$	96,787					$	125,391
Net sales			$	59,455					$	41,273					$	322,108					$	360,505

____________________

(1)Represents the carrying value of technology underlying the contingent earn-out eligible fire retardant product acquired by the Company in May 2020 during the purchase of LaderaTech, Inc.

(2)Adjustment to reflect non-recurring expenses; severance costs and fees related to internal audit support.

(3)Represents the non-cash impact of purchase accounting on the cost of inventory sold in connection with the business combination with Perimeter Solutions. The inventory acquired received a purchase accounting step-up in basis, which is a non-cash adjustment to the cost.

Cover Page	Feb. 22, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 22, 2024
Entity Registrant Name	PERIMETER SOLUTIONS, SA
Entity Incorporation, State or Country Code	N4
Entity File Number	001-41027
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001880319
Common Stock
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

---