Form 8-K - Current report

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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): August 1, 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. ☐

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Item 2.02     Results of Operations and Financial Condition.

On August 1, 2024, Perimeter Solutions, SA issued a press release announcing its financial results for its fiscal quarter ended June 30, 2024. 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 August 1, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: August 1, 2024			By:			/s/ Kyle Sable
						Kyle Sable
						Chief Financial Officer

Exhibit 99.1

Perimeter Solutions Reports Second Quarter 2024 Financial Results

August 1, 2024

Strong Q2 and YTD financial results in both Fire Safety and Specialty Products

Improvements driven by rigorous operational value drivers implementation, as well as supportive demand backdrops, in both businesses

Actively supporting our customers' life-saving missions during the 2024 fire season

Clayton, Missouri, August 1, 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 phosphorus-based specialty chemicals, today reported financial results for its second quarter ended June 30, 2024.

Second Quarter 2024 Results

•Net sales increased 67% to $127.3 million in the second quarter, as compared to $76.1 million in the prior year quarter.

•Fire Safety sales increased 85% to $98.5 million, as compared to $53.1 million in the prior year quarter.

•Specialty Products sales increased 25% to $28.7 million, as compared to $23.0 million in the prior year quarter.

•Net Income during the second quarter was $21.7 million, or $0.14 per diluted share, a decrease of $30.3 million from net income of $52.0 million, or $0.31 per diluted share in the prior year quarter.

•Adjusted EBITDA increased 209% to $64.9 million in the second quarter, as compared to $21.0 million in the prior year quarter.

•Fire Safety Adjusted EBITDA increased 237% to $55.6 million, as compared to $16.5 million in the prior year quarter.

•Specialty Products Adjusted EBITDA increased 108% to $9.3 million, as compared to $4.5 million in the prior year quarter.

Year-to-Date 2024 Results

•Net sales increased 55% to $186.3 million during the year-to-date period, as compared to $120.0 million in the prior-year period.

•Fire Safety sales increased 72% to $123.7 million, as compared to $71.9 million in the prior year period.

•Specialty Products sales increased 30% to $62.6 million, as compared to $48.1 million in the prior year period.

•Net loss during the year-to-date period was $60.9 million, or $0.42 per diluted share, an increase of $122.3 million from a net income of $61.4 million, or $0.36 per diluted share in the prior year period.

•Adjusted EBITDA increased 220% to $77.0 million in the year-to-date period, as compared to $24.1 million in the prior year period.

•Fire Safety Adjusted EBITDA increased 321% to $55.4 million, as compared to $13.2 million in the prior year period.

•Specialty Products Adjusted EBITDA increased 98% to $21.6 million, as compared to $10.9 million in the prior year period.

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Conference Call and Webcast

As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Thursday, August 1, 2024 to discuss financial results for the second quarter 2024. 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 August 31, 2024.

About Perimeter Solutions

Perimeter Solutions is a leading global solutions provider, providing high-quality firefighting products and phosphorus-based 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 lubricant additives, 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 filed with the SEC on February 22, 2024. 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]

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PERIMETER SOLUTIONS, SA AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except share and per share data)

(Unaudited)

			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024			2023
Net sales			$	127,276					$	76,137					$	186,320		$	119,995
Cost of goods sold			54,009						46,811						92,351			80,271
Gross profit			73,267						29,326						93,969			39,724
Operating expenses:
Selling, general and administrative expense			13,906						12,226						27,368			20,243
Amortization expense			13,755						13,771						27,526			27,534
Founders advisory fees - related party			588						(60,026)						68,921			(84,262)
Other operating expense			—						8						—			10
Total operating expenses			28,249						(34,021)						123,815			(36,475)
Operating income (loss)			45,018						63,347						(29,846)			76,199
Other expense (income):
Interest expense, net			10,590						10,344						21,238			20,490
Loss on contingent earn-out			—						146						—			392
Foreign currency loss (gain)			224						93						1,517			(628)
Other expense, net			74						17						101			89
Total other expense, net			10,888						10,600						22,856			20,343
Income (loss) before income taxes			34,130						52,747						(52,702)			55,856
Income tax (expense) benefit			(12,480)						(733)						(8,206)			5,589
Net income (loss)			21,650						52,014						(60,908)			61,445
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments			(989)						2,215						(6,532)			3,808
Total comprehensive income (loss)			$	20,661					$	54,229					$	(67,440)		$	65,253
Earnings (loss) per share:
Basic			$	0.15					$	0.33					$	(0.42)		$	0.39
Diluted			$	0.14					$	0.31					$	(0.42)		$	0.36
Weighted average number of ordinary shares outstanding:
Basic			145,236,526						156,525,006						145,279,938			157,109,418
Diluted			154,664,770						168,310,311						145,279,938			168,894,723

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PERIMETER SOLUTIONS, SA AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

			June 30, 2024						December 31, 2023
Assets			(Unaudited)
Current assets:
Cash and cash equivalents			$	43,162					$	47,276
Accounts receivable, net			96,321						39,593
Inventories			142,172						145,652
Prepaid expenses and other current assets			13,662						18,493
Total current assets			295,317						251,014
Property, plant, and equipment, net			59,369						59,402
Operating lease right-of-use assets			15,446						16,339
Finance lease right-of-use assets			6,553						6,064
Goodwill			1,030,180						1,036,279
Customer lists, net			653,472						674,786
Technology and patents, net			173,456						180,653
Tradenames, net			86,745						89,568
Other assets, net			1,092						1,317
Total assets			$	2,321,630					$	2,315,422
Liabilities and Shareholders Equity
Current liabilities:
Accounts payable			$	21,805					$	21,639
Accrued expenses and other current liabilities			42,991						30,710
Founders advisory fees payable - related party			9,129						2,702
Deferred revenue			7,927						—
Total current liabilities			81,852						55,051
Long-term debt, net			667,125						666,494
Operating lease liabilities, net of current portion			14,068						14,908
Finance lease liabilities, net of current portion			6,063						5,547
Deferred income taxes			247,809						253,454
Founders advisory fees payable - related party			116,708						56,917
Redeemable preferred shares			107,862						105,799
Redeemable preferred shares - related party			2,818						2,764
Other liabilities			2,151						2,193
Total liabilities			1,246,456						1,163,127
Commitments and contingencies
Shareholders' equity:
Ordinary shares, $1 nominal value per share, 4,000,000,000 shares authorized; 166,824,659 and 165,066,195 shares issued; 145,221,577 and 146,451,005 shares outstanding at June 30, 2024 and December 31, 2023, respectively			166,825						165,067
Treasury shares, at cost; 21,603,082 and 18,615,190 shares at June 30, 2024 and December 31, 2023, respectively			(127,824)						(113,407)
Additional paid-in capital			1,704,141						1,701,163
Accumulated other comprehensive loss			(26,242)						(19,710)
Accumulated deficit			(641,726)						(580,818)
Total shareholders' equity			1,075,174						1,152,295
Total liabilities and shareholders' equity			$	2,321,630					$	2,315,422

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PERIMETER SOLUTIONS, SA AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

			Six Months Ended June 30, 2024
			2024						2023
Cash flows from operating activities:
Net (loss) income			$	(60,908)					$	61,445
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Founders advisory fees - related party (change in fair value)			68,921						(84,262)
Depreciation and amortization expense			32,771						32,217
Interest and payment-in-kind on preferred shares			3,528						3,396
Share-based compensation			4,736						(1,879)
Non-cash lease expense			2,622						2,271
Deferred income taxes			(4,756)						(11,076)
Amortization of deferred financing costs			856						824
Loss on contingent earn-out			—						392
Foreign currency loss (gain)			1,517						(628)
Loss on disposal of assets			9						20
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable			(57,319)						(35,640)
Inventories			2,681						(19,963)
Prepaid expenses and current other assets			(126)						1,260
Accounts payable			277						(4,744)
Deferred revenue			7,927						2,653
Income taxes payable, net			8,635						(10,479)
Accrued expenses and other current liabilities			5,237						(1,805)
Founders advisory fees - related party (cash settled)			(2,702)						(4,655)
Operating lease liabilities			(1,629)						(2,263)
Financing lease liabilities			(262)						(67)
Other, net			(597)						47
Net cash provided by (used in) operating activities			11,418						(72,936)
Cash flows from investing activities:
Purchase of property and equipment			(5,196)						(4,375)
Proceeds from short-term investments			5,383						—
Net cash provided by (used in) investing activities			187						(4,375)
Cash flows from financing activities:
Ordinary shares repurchased			(14,417)						(27,212)
Principal payments on finance lease obligations			(367)						(103)
Net cash used in financing activities			(14,784)						(27,315)
Effect of foreign currency on cash and cash equivalents			(935)						(6)
Net change in cash and cash equivalents			(4,114)						(104,632)
Cash and cash equivalents, beginning of period			47,276						126,750
Cash and cash equivalents, end of period			$	43,162					$	22,118
Supplemental disclosures of cash flow information:
Cash paid for interest			$	17,153					$	17,153
Cash paid for income taxes			$	4,448					$	18,317

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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) severance costs, and integration and restructuring related costs (ii) founder advisory fee expenses, (iii) stock compensation expense and (iv) 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-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 June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Income (loss) before income taxes			$	34,130					$	52,747					$	(52,702)					$	55,856
Depreciation and amortization			16,359						16,130						32,771						32,217
Interest and financing expense			10,590						10,344						21,238						20,490
Founders advisory fees - related party			588						(60,026)						68,921						(84,262)
Non-recurring expenses 1			23						361						563						1,920
Share-based compensation expense			2,994						1,195						4,736						(1,879)
Loss on contingent earn-out			—						146						—						392
Foreign currency loss			224						93						1,517						(628)
Adjusted EBITDA			$	64,908					$	20,990					$	77,044					$	24,106

____________________

(1)Adjustment to reflect non-recurring expenses; severance costs, and integration and restructuring related costs.

Cover Page	Aug. 01, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 01, 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

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