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): May 9, 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 May 9, 2024, Perimeter Solutions, SA issued a press release announcing its financial results for its fiscal quarter ended March 31, 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 May 9, 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: May 9, 2024			By:			/s/ Kyle Sable
						Kyle Sable
						Chief Financial Officer

Exhibit 99.1

Perimeter Solutions Reports First Quarter 2024 Financial Results

May 9, 2024

Notably stronger YoY Fire Safety results in the seasonally modest first quarter

Significant rebound in Specialty Products revenue and Adjusted EBITDA

Repurchased 3 million shares in Q1 at an average price of $4.79

Clayton, Missouri, May 9, 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 first quarter ended March 31, 2024.

First Quarter 2024 Results

•Net sales increased 35% to $59.0 million in the first quarter, as compared to $43.9 million in the prior year quarter.

•Fire Safety sales increased 34% to $25.2 million, as compared to $18.7 million in the prior year quarter.

•Specialty Products sales increased 35% to $33.9 million, as compared to $25.1 million in the prior year quarter.

•Net loss during the first quarter was $82.6 million, or $0.57 per diluted share, a decrease of $92.0 million from net income of $9.4 million, or $0.06 per diluted share in the prior year quarter.

•Adjusted EBITDA increased 289% to $12.1 million in the first quarter, as compared to $3.1 million in the prior year quarter.

•Fire Safety Adjusted EBITDA increased 93% to a loss of $0.2 million, as compared to a loss of $3.4 million in the prior year quarter.

•Specialty Products Adjusted EBITDA increased 91% to $12.4 million, as compared to $6.5 million in the prior year quarter.

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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, May 9, 2024 to discuss financial results for the first 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 June 8, 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 March 31,
			2024						2023
Net sales			$	59,044					$	43,858
Cost of goods sold			38,342						33,461
Gross profit			20,702						10,397
Operating expenses:
Selling, general and administrative expense			13,462						8,016
Amortization expense			13,771						13,763
Founders advisory fees - related party			68,333						(24,236)
Other operating expense			—						2
Total operating expenses			95,566						(2,455)
Operating (loss) income			(74,864)						12,852
Other expense (income):
Interest expense, net			10,648						10,146
Loss on contingent earn-out			—						246
Foreign currency loss (gain)			1,293						(721)
Other expense, net			27						72
Total other expense, net			11,968						9,743
(Loss) income before income taxes			(86,832)						3,109
Income tax benefit			4,274						6,322
Net (loss) income			(82,558)						9,431
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments			(5,543)						1,593
Total comprehensive (loss) income			$	(88,101)					$	11,024
Net (loss) earnings per share:
Basic			$	(0.57)					$	0.06
Diluted			$	(0.57)					$	0.06
Weighted average number of ordinary shares outstanding:
Basic			145,326,933						157,700,326
Diluted			145,326,933						169,485,631

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PERIMETER SOLUTIONS, SA AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

			March 31, 2024						December 31, 2023
Assets			(Unaudited)
Current assets:
Cash and cash equivalents			$	34,382					$	47,276
Accounts receivable, net			38,393						39,593
Inventories			144,674						145,652
Prepaid expenses and other current assets			19,426						18,493
Total current assets			236,875						251,014
Property, plant, and equipment, net			58,194						59,402
Operating lease right-of-use assets			15,870						16,339
Finance lease right-of-use assets			6,748						6,064
Goodwill			1,031,388						1,036,279
Customer lists, net			663,573						674,786
Technology and patents, net			176,811						180,653
Tradenames, net			88,084						89,568
Other assets, net			1,204						1,317
Total assets			$	2,278,747					$	2,315,422
Liabilities and Shareholders Equity
Current liabilities:
Accounts payable			$	14,345					$	21,639
Accrued expenses and other current liabilities			40,208						30,710
Founders advisory fees payable - related party			8,028						2,702
Total current liabilities			62,581						55,051
Long-term debt, net			666,808						666,494
Operating lease liabilities, net of current portion			14,520						14,908
Finance lease liabilities, net of current portion			6,200						5,547
Deferred income taxes			247,981						253,454
Founders advisory fees payable - related party			117,222						56,917
Redeemable preferred shares			106,831						105,799
Redeemable preferred shares - related party			2,791						2,764
Other liabilities			2,155						2,193
Total liabilities			1,227,089						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; 145,240,112 and 146,451,005 shares outstanding at March 31, 2024 and December 31, 2023, respectively			166,825						165,067
Treasury shares, at cost; 21,584,547 and 18,615,190 shares at March 31, 2024 and December 31, 2023, respectively			(127,685)						(113,407)
Additional paid-in capital			1,701,147						1,701,163
Accumulated other comprehensive loss			(25,253)						(19,710)
Accumulated deficit			(663,376)						(580,818)
Total shareholders' equity			1,051,658						1,152,295
Total liabilities and shareholders' equity			$	2,278,747					$	2,315,422

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PERIMETER SOLUTIONS, SA AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

			Three Months Ended March 31,
			2024						2023
Cash flows from operating activities:
Net (loss) income			$	(82,558)					$	9,431
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Founders advisory fees - related party (change in fair value)			68,333						(24,236)
Depreciation and amortization expense			16,412						16,087
Interest and payment-in-kind on preferred shares			1,764						1,698
Share-based compensation			1,742						(3,074)
Non-cash lease expense			1,392						1,153
Deferred income taxes			(4,835)						(6,322)
Amortization of deferred financing costs			427						410
Loss on contingent earn-out			—						246
Foreign currency loss (gain)			1,293						(721)
(Gain) loss on disposal of assets			(10)						5
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable			874						1,670
Inventories			231						(13,119)
Prepaid expenses and current other assets			(1,819)						360
Accounts payable			(7,208)						(10,878)
Income taxes payable, net			(174)						(7,381)
Accrued expenses and other current liabilities			10,947						8,785
Founders advisory fees - related party (cash settled)			(2,702)						(4,655)
Operating lease liabilities			(838)						(1,169)
Financing lease liabilities			(130)						—
Other, net			(355)						94
Net cash provided by (used in) operating activities			2,786						(31,616)
Cash flows from investing activities:
Purchase of property and equipment			(1,553)						(2,456)
Proceeds from short-term investments			1,081						—
Net cash used in investing activities			(472)						(2,456)
Cash flows from financing activities:
Ordinary shares repurchased			(14,278)						(864)
Principal payments on finance lease obligations			(172)						—
Net cash used in financing activities			(14,450)						(864)
Effect of foreign currency on cash and cash equivalents			(758)						(25)
Net change in cash and cash equivalents			(12,894)						(34,961)
Cash and cash equivalents, beginning of period			47,276						126,750
Cash and cash equivalents, end of period			$	34,382					$	91,789
Supplemental disclosures of cash flow information:
Cash paid for interest			$	151					$	142
Cash paid for income taxes			$	818					$	10,155

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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) acquisition, 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 March 31,
			2024						2023
(Loss) income before income taxes			$	(86,832)					$	3,109
Depreciation and amortization			16,412						16,087
Interest and financing expense			10,648						10,146
Founders advisory fees - related party			68,333						(24,236)
Non-recurring expenses 1			540						1,559
Share-based compensation expense			1,742						(3,074)
Loss on contingent earn-out			—						246
Foreign currency loss (gain)			1,293						(721)
Adjusted EBITDA			$	12,136					$	3,116

____________________

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

Cover Page	May 09, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 09, 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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