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      Perimeter Solutions Reports Second Quarter 2022 Financial Results


      News provided by

      Perimeter Solutions

      Aug 05, 2022, 06:00 ET

      Share this article

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      Net sales increased 31% year-to-date, with solid growth in both the Fire Safety and Specialty Products businesses

      Adjusted EBITDA increased 39% year-to-date, with solid growth in both businesses

      Oil Additives renamed Specialty Products to better reflect the business's current and expanding applications and end-markets

      CLAYTON, Mo., Aug. 5, 2022 /PRNewswire/ -- Perimeter Solutions, SA (NYSE: PRM) ("Perimeter" or the "Company"), a leading provider of mission-critical firefighting products and services, as well as specialty products used in several end markets, today reported financial results for its second quarter ended June 30, 2022.

      Year-to-Date 2022 Results

      • Net sales increased 31% to $158.7 million during the year-to-date period, as compared to $121.0 million in the prior-year period.
        • Fire Safety sales increased 31% to $85.0 million, as compared to $64.8 million in the prior year.
        • Specialty Products sales increased 31% to $73.7 million, as compared to $56.2 million in the prior year.
      • Net income during the year-to-date period was $45.0 million, or $0.26 per diluted share, an increase of $67.4 million from a net loss of $22.4 million, or $0.42 per diluted share, for the same period of 2021.
      • Adjusted EBITDA increased 39% to $47.7 million during the year-to-date period, as compared to $34.3 million in the prior-year period.
        • Fire Safety Adjusted EBITDA increased 11% to $20.9 million, as compared to $18.8 million in the prior year.
        • Specialty Products Adjusted EBITDA increased 74% to $26.8 million, as compared to $15.4 million in the prior year.

      Second Quarter 2022 Results

      • Net sales increased 16% to $101.0 million in the second quarter, as compared to $87.1 million in the prior-year quarter.
        • Fire Safety sales increased 16% to $66.6 million, as compared to $57.2 million in the prior year.
        • Specialty Products sales increased 15% to $34.4 million, as compared to $30.0 million in the prior year.
      • Net income during the second quarter was $7.2 million, or $0.04 per diluted share, an increase of $11.0 million from a net loss of $3.8 million, or $0.07 per diluted share, for the same period of 2021.
      • Adjusted EBITDA increased 15% to $35.7 million in the second quarter, as compared to $31.1 million in the prior-year quarter.
        • Fire Safety Adjusted EBITDA increased 3% to $24.2 million, as compared to $23.5 million in the prior year.
        • Specialty Products Adjusted EBITDA increased 50% to $11.5 million, as compared to $7.7 million in the prior year.

      Conference Call and Webcast

      As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Friday, August 5, 2022 to discuss financial results for the second quarter 2022. The conference call can be accessed by dialing (877) 407-9764 (toll-free) or (201) 689-8551 (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 (877) 660-6853 (toll-free) or (201) 612-7415 (toll). The telephonic replay will be available until September 5, 2022.

      About Perimeter Solutions

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

      The Fire Safety segment 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 segment 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.

      In June 2022, the Oil Additives segment, which produces and sells Phosphorus Pentasulfide ("P2S5"), was renamed the Specialty Products segment to better reflect the current and expanding applications for P2S5 in several end markets and applications, including lubricant additives, various agricultural applications, various mining applications, and emerging electric battery technologies. Within the lubricant additive end market, currently our largest end market application, P2S5 is primarily used in the production of a family of compounds called Zinc Dialkyldithiophosphates ("ZDDP"), which is considered an essential component in the formulation of engine oils with its main function to provide anti-wear protection to engine components.

      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, 2021 filed with the SEC on March 31, 2022. 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.

      PERIMETER SOLUTIONS, SA AND SUBSIDIARIES

      Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

      (in thousands, except share and per share data)

      (Unaudited)



      Successor



      Predecessor


      Successor



      Predecessor


      Three Months
      Ended

      June 30, 2022



      Three Months
      Ended

      June 30, 2021


      Six Months
      Ended

      June 30, 2022



      Six Months
      Ended

      June 30, 2021











      Net sales

      $           100,965



      $             87,121


      $           158,723



      $           121,046

      Cost of goods sold

      72,423



      48,840


      117,050



      73,814

      Gross profit

      28,542



      38,281


      41,673



      47,232

      Operating expenses:










      Selling, general and administrative expense

      22,614



      18,284


      42,422



      27,211

      Amortization expense

      13,802



      13,293


      27,657



      26,542

      Founders advisory fees - related party

      (20,465)



      —


      (80,313)



      —

      Other operating expense

      260



      441


      456



      753

      Total operating expenses

      16,211



      32,018


      (9,778)



      54,506

      Operating income (loss)

      12,331



      6,263


      51,451



      (7,274)

      Other expense (income):










      Interest expense, net

      12,142



      8,035


      22,638



      15,886

      (Gain) loss on contingent earn-out

      (9,398)



      2,763


      (9,398)



      2,763

      Unrealized foreign currency loss (gain)

      3,156



      (540)


      4,036



      2,258

      Other (income) expense, net

      (200)



      (44)


      (35)



      (318)

      Total other expense, net

      5,700



      10,214


      17,241



      20,589

      Income (loss) before income taxes

      6,631



      (3,951)


      34,210



      (27,863)

      Income tax benefit

      592



      103


      10,824



      5,486

      Net income (loss)

      7,223



      (3,848)


      45,034



      (22,377)

      Other comprehensive (loss) income, net of tax:










      Foreign currency translation adjustments

      (16,371)



      562


      (16,245)



      (404)

      Total comprehensive (loss) income

      $              (9,148)



      $              (3,286)


      $             28,789



      $            (22,781)

      Earnings (loss) per share:










      Basic

      $                 0.04



      $                (0.07)


      $                 0.28



      $                (0.42)

      Diluted

      $                 0.04



      $                (0.07)


      $                 0.26



      $                (0.42)

      Weighted average number of ordinary shares outstanding:










      Basic

      162,917,478



      53,045,510


      161,591,704



      53,045,510

      Diluted

      177,059,844



      53,045,510


      175,734,070



      53,045,510

      PERIMETER SOLUTIONS, SA AND SUBSIDIARIES

      Condensed Consolidated Balance Sheets

      (in thousands, except share and per share data)



      June 30,
      2022


      December 31,
      2021

      Assets

      (Unaudited)



      Current assets:




      Cash and cash equivalents

      $         125,502


      $         225,554

      Accounts receivable, net

      68,458


      24,319

      Inventories

      123,065


      110,087

      Income tax receivable

      25,608


      816

      Prepaid expenses and other current assets

      6,763


      14,161

      Total current assets

      349,396


      374,937

      Property, plant, and equipment, net

      59,155


      62,247

      Goodwill

      1,031,219


      1,041,325

      Customer lists, net

      730,339


      753,459

      Technology and patents, net

      239,043


      247,368

      Tradenames, net

      96,960


      100,005

      Other assets, net

      1,992


      2,219

      Total assets

      $      2,508,104


      $      2,581,560

      Liabilities and Shareholders Equity




      Current liabilities:




      Accounts payable

      $           42,967


      $           27,469

      Accrued expenses and other current liabilities

      22,876


      19,025

      Founders advisory fees payable - related party

      27,116


      53,547

      Deferred revenue

      5,387


      445

      Total current liabilities

      98,346


      100,486

      Long-term debt

      664,696


      664,128

      Deferred income taxes

      304,993


      298,633

      Founders advisory fees payable - related party

      191,031


      312,242

      Redeemable preferred shares

      99,312


      96,867

      Redeemable preferred shares - related party

      3,215


      3,699

      Other non-current liabilities

      12,643


      22,195

      Total liabilities

      1,374,236


      1,498,250

      Commitments and contingencies




      Shareholders' equity:




      Ordinary shares, $1 nominal value per share; 4,000,000,000 shares authorized; 163,234,542 and 157,237,435 shares issued; 162,637,029 and 157,237,435 shares outstanding at June 30, 2022 and December 31, 2021, respectively

      163,235


      157,237

      Treasury shares, at cost; 597,513 shares at June 30, 2022 and no shares at December 31, 2021

      (5,008)


      —

      Additional paid-in capital

      1,690,812


      1,670,033

      Accumulated other comprehensive loss

      (23,380)


      (7,135)

      Accumulated deficit

      (691,791)


      (736,825)

      Total shareholders' equity

      1,133,868


      1,083,310

      Total liabilities and shareholders' equity

      $      2,508,104


      $      2,581,560

       PERIMETER SOLUTIONS, SA AND SUBSIDIARIES

      Condensed Consolidated Statements of Cash Flows

      (in thousands)

      (Unaudited)



      Successor



      Predecessor


      Six Months Ended
      June 30, 2022



      Six Months Ended
      June 30, 2021

      Cash flows from operating activities:





      Net income (loss)

      $                 45,034



      $                (22,377)

      Adjustments to reconcile net income (loss) to net cash used in operating activities:





      Founders advisory fees - related party (change in accounting fair value)

      (80,313)



      —

      Depreciation and amortization expense

      33,086



      30,381

      Interest and payment-in-kind on preferred shares

      3,268



      —

      Share-based compensation

      12,465



      —

      Deferred income taxes

      7,648



      2,242

      Amortization of deferred financing costs

      793



      1,621

      Amortization of acquisition related inventory step-up

      27,315



      —

      (Gain) loss on contingent earn-out

      (9,398)



      2,763

      Unrealized loss on foreign currency

      4,036



      2,258

      Loss on disposal of assets

      9



      —

      Changes in operating assets and liabilities, net of acquisitions:





      Accounts receivable

      (44,477)



      (37,994)

      Inventories

      (41,431)



      (19,472)

      Income tax receivable

      (24,778)



      (5,848)

      Prepaid expenses and current other assets

      7,301



      4,761

      Other assets

      —



      229

      Accounts payable

      15,834



      26,263

      Deferred revenue

      4,991



      6,415

      Accrued expenses and other current liabilities

      2,789



      (1,559)

      Founders advisory fees - related party (cash settled)

      (53,547)



      —

      Other liabilities

      24



      (199)

      Net cash used in operating activities

      (89,351)



      (10,516)

      Cash flows from investing activities:





      Purchase of property and equipment

      (4,006)



      (3,507)

      Purchase price adjustment under Business Combination Agreement

      (1,638)



      —

      Purchase of businesses, net of cash acquired

      —



      (6,264)

      Net cash used in investing activities

      (5,644)



      (9,771)

      Cash flows from financing activities:





      Ordinary shares repurchased

      (5,008)



      —

      Proceeds from exercise of warrants

      529



      —

      Proceeds from revolving credit facility

      —



      7,500

      Repayments of revolving credit facility

      —



      (3,000)

      Repayments of long-term debt

      —



      (2,808)

      Net cash (used in) provided by financing activities

      (4,479)



      1,692

      Effect of foreign currency on cash and cash equivalents

      (578)



      158

      Net change in cash and cash equivalents

      (100,052)



      (18,437)

      Cash and cash equivalents, beginning of period

      225,554



      22,478

      Cash and cash equivalents, end of period

      $               125,502



      $                   4,041

      Supplemental disclosures of cash flow information:





      Cash paid for interest

      $                 17,919



      $                 14,266

      Cash paid for income taxes

      $                   6,572



      $                      946

      Non-cash investing and financing activities:





      Liability portion of founders advisory fees - related party reclassified to additional paid in capital

      $                 13,783



      $                        —

      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, (v) contingent future payment related to an acquired business, (vi) management fees related to the services provided by SK Capital Partners IV-A, L.P. and SK Capital Partners IV-B, L.P (collectively, the "Sponsor") when acting in a management capacity and (vii) unrealized foreign currency loss (gain). To supplement the Company's 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).


      Successor



      Predecessor


      Successor



      Predecessor

      (Unaudited)

      Three Months
      Ended

      June 30, 2022



      Three Months
      Ended

      June 30, 2021


      Six Months
      Ended

      June 30, 2022



      Six Months
      Ended

      June 30, 2021

      Income (loss) before income taxes

      $            6,631



      $           (3,951)


      $          34,210



      $         (27,863)

      Depreciation and amortization

      16,715



      15,235


      33,086



      30,381

      Interest and financing expense

      12,142



      8,040


      22,638



      15,891

      Founders advisory fees - related party

      (20,465)



      —


      (80,313)



      —

      Non-recurring expenses 1

      2,144



      8,660


      3,620



      8,950

      Share-based compensation expense

      6,741



      —


      12,465



      —

      Non-cash purchase accounting impact 2

      18,016



      —


      27,315



      —

      (Gain) loss on contingent earn-out

      (9,398)



      2,763


      (9,398)



      2,763

      Management fees 3

      —



      313


      —



      625

      Contingent future payments 4

      —



      625


      —



      1,250

      Unrealized foreign currency loss (gain)

      3,156



      (540)


      4,036



      2,258

      Adjusted EBITDA

      $          35,682



      $          31,145


      $          47,659



      $          34,255

      Net sales

      $        100,965



      $          87,121


      $        158,723



      $        121,046













      (1)

      Adjustment to reflect non-recurring professional fees and integration costs including expenses related to the business combination with Perimeter Solutions.

      (2)

      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.

      (3)

      Adjustment to reflect fees pertaining to services provided by the Sponsor when acting in a management capacity on strategic and other non-operational matters which do not represent expenses incurred in the normal course of our operations. These fees did not continue following the closing of the business combination.

      (4)

      Adjustment to reflect deferred consideration paid with respect to a 2019 acquisition.

      SOURCE Perimeter Solutions

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