Perimeter Solutions Reports Fourth Quarter 2022 Results

Net sales decreased 1% year-over-year in 2022, due primarily to the mild North America fire season, and strong growth in Specialty Products

Fire Safety Adjusted EBITDA decreased 34% in 2022 due primarily to the mild fire season; Specialty Products Adjusted EBITDA increased 104% in 2022 due primarily to strong value driver implementation

Repurchased approximately 5.5M shares in the fourth quarter at an average price of $7.55; repurchased approximately 6.4M shares in full year 2022 at an average price of $7.65

Clayton, Missouri--(Newsfile Corp. - February 28, 2023) - Perimeter Solutions, SA (NYSE: PRM) ("Perimeter" or the "Company"), a leading provider of mission-critical firefighting products and services, as well as high-quality lubricant additives, today reported financial results for its fourth quarter ended December 31, 2022.

Full Year 2022 Results

  • Full year net sales decreased 1% to $360.5 million, as compared to $362.3 million in the prior year.

    • Fire Safety sales decreased 13% to $226.6 million, as compared to $261.2 million in the prior year.

    • Specialty Products sales increased 32% to $133.9 million, as compared to $101.2 million in the prior year.

  • Full year net income was $91.8 million, or $0.52 per diluted share, an increase of $753.3 million from a net loss of $661.5 million, or $(9.70) per diluted share in the prior year.

  • Full year Adjusted EBITDA decreased 11% to $125.4 million, as compared to $141.4 million in the prior year.

    • Fire Safety Adjusted EBITDA decreased 34% to $77.4 million, as compared to $117.9 million in the prior year.

    • Specialty Products Adjusted EBITDA increased 104% to $48.0 million, as compared to $23.6 million in the prior year.

Fourth Quarter 2022 Results

  • Net sales decreased 10% to $41.3 million in the fourth quarter, as compared to $45.9 million in the prior year quarter.

    • Fire Safety sales decreased 18% to $19.6 million, as compared to $23.9 million in the prior year quarter.

    • Specialty Products sales decreased 1% to $21.7 million, as compared to $22.0 million in the prior year quarter.

  • Net loss during the fourth quarter was $60.4 million, or $(0.38) per share, a decrease of $630.8 million from a net loss of $691.2 million, or $(6.12) per diluted share in the prior year quarter.

  • Adjusted EBITDA decreased 69% to $2.1 million in the fourth quarter, as compared to $6.8 million in the prior year quarter.

    • Fire Safety Adjusted EBITDA decreased 420% to $(3.9) million, as compared to $1.2 million in the prior year quarter.

    • Specialty Products Adjusted EBITDA increased 7% to $6.0 million, as compared to $5.6 million in the prior year quarter.

While finalizing its financial results for the year ended December 31, 2022, the Company determined that its previously issued unaudited condensed consolidated financial statements for the periods ended June 30, 2022 and September 30, 2022 should no longer be relied upon due to an error related to the accounting treatment of the Company's non-cash share-based compensation awards and an error related to non-cash amortization of the step-up in basis of inventory which resulted in an overstatement of the Company's non-cash share-based compensation expense and non-cash amortization of step-up in basis of inventory. Accordingly, the Company will restate its unaudited consolidated financial statements for the periods ended June 30, 2022 and September 30, 2022 in its 2022 Form 10-K to reflect the corrected share-based compensation expense and amortization amount. The Company plans to file a current report on Form 8-K with the U.S. Securities and Exchange Commission on February 28, 2023 which will include additional information regarding the restated results.

Conference Call and Webcast

As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Tuesday, February 28, 2023 to discuss 2022 fourth quarter operating results. 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 March 30, 2023.

About Perimeter Solutions

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

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 contains "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 U.S. Securities and Exchange Commission, including, but not limited to, the Company's Annual Report on Form 10-K for the year ended December 31, 2022. Stockholders, 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: ir@perimeter-solutions.com

 

PERIMETER SOLUTIONS, SA AND SUBSIDIARIES
Consolidated Statement of Operations and Comprehensive Income (loss)
(in thousands, except share and per share data)
(Unaudited)

  Fourth Quarter Full Year  
  Successor   Predecessor Successor   Predecessor  
  Three Months Ended December 31, 2022 November 9, 2021
Through
December 31, 2021
    October 1, 2021
Through
November 8, 2021
Year Ended December 31, 2022 November 9, 2021
Through
December 31, 2021
  January 1, 2021
Through
November 8, 2021
   
Net sales $ 41,273 $ 21,023   $ 24,855 $ 360,505 $ 21,023   $ 341,315
Cost of goods sold 30,699 23,710   12,241 217,853 23,710   172,136
Gross profit 10,574 (2,687 )   12,614 142,652 (2,687 )   169,179
Operating expenses:                
Selling, general and                                        
administrative expense 19,836 16,982   (3,563 ) 74,319 16,982   38,981
Amortization expense 13,710 8,004   5,606 55,105 8,004   45,424
Founders advisory fees                                        
- related party 36,724 652,990   - (117,302 ) 652,990   -
Other operating expense 60 92   3,087 465 92   4,153
Total operating expenses 70,330 678,068   5,130 12,587 678,068   88,558
Operating (loss) income (59,756 ) (680,755 )   7,484 130,065 (680,755 )   80,621
Other expense (income):                
Interest expense, net 10,003 6,352   15,136 42,585 6,352   39,087
(Gain) loss on contingent                                        
earn-out 336 198   202 (12,706 ) 198   2,965
Unrealized foreign                                        
currency (gain) loss (5,279 ) 1,006   134 3,462 1,006   4,026
Other expense (income), net 317 (2 )   30 (503 ) (2 )   (222 )
Total other expense, net 5,377 7,554   15,502 32,838 7,554   45,856
(Loss) income before                                        
income taxes (65,133 ) (688,309 )   (8,018 ) 97,227 (688,309 )   34,765
Income tax benefit (expense) 4,774 6,160   (985 ) (5,469 ) 6,160   (14,136 )
Net (loss) income (60,359 ) (682,149 )   (9,003 ) 91,758 (682,149 )   20,629
Other comprehensive                                        
income (loss), net of tax:                
Foreign currency translation                                        
adjustments 16,090 (7,135 )   2,660 (18,336 ) (7,135 )   236
Total comprehensive (loss)                                        
income $ (44,269 ) $ (689,284 )   $ (6,343 ) $ 73,422 $ (689,284 )   $ 20,865
(Loss) earnings per share:                
Basic $ (0.38 ) $ (4.34 )   $ (0.17 ) $ 0.57 $ (4.34 )   $ 0.39
Diluted $ (0.38 ) $ (4.34 )   $ (0.17 ) $ 0.52 $ (4.34 )   $ 0.39
Weighted average number of                                        
ordinary shares outstanding:                  
Basic 157,945,813 157,158,579     53,045,510 160,937,575 157,158,579   53,045,510
Diluted 157,945,813 157,158,579     53,045,510 175,079,941 157,158,579     53,045,510

 

PERIMETER SOLUTIONS, SA AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share and per share data)
(Unaudited)

  December
31, 2022
December
31, 2021
 
Assets
Current assets:
Cash and cash equivalents $ 126,750 $ 225,554
Accounts receivable, net 26,646 24,319
Inventories 142,961 106,910
Income tax receivable 214 816
Prepaid expenses and other current assets   11,951 14,161  
Total current assets 308,522 371,760
Property, plant, and equipment, net 58,846 62,247
Operating lease right-of-use assets 18,582 -
Goodwill 1,031,460 1,041,325
Customer lists, net 710,329 753,459
Technology and patents, net 232,818 247,368
Tradenames, net 94,293 100,005
Other assets, net   1,766 2,219  
Total assets $ 2,456,616 $ 2,578,383  
Liabilities and Shareholders Equity    
Current liabilities:    
Accounts payable $ 36,794 $ 27,469
Accrued expenses and other current liabilities 32,705 19,025
Founders advisory fees payable - related party 4,655 53,547
Deferred revenue   - 445  
Total current liabilities 74,154 100,486
Long-term debt 665,280 664,128
Operating lease liabilities 15,484 -
Deferred income taxes 278,270 297,148
Founders advisory fees payable - related party 170,718 312,242
Redeemable preferred shares 101,279 96,867
Redeemable preferred shares - related party 3,209 3,699
Other non-current liabilities   9,322 22,195
Total liabilities $ 1,317,716 $ 1,496,765  
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; 156,797,806 and            
157,237,435 shares outstanding at December 31, 2022 and 2021, respectively 163,235 157,237
Treasury shares, at cost; 6,436,736 shares at December 31, 2022 and no            
shares at December 31, 2021 (49,341 ) -
Additional paid-in capital 1,698,781 1,670,033
Accumulated other comprehensive loss (25,471 ) (7,135 )
Accumulated deficit   (648,304 ) (738,517 )
Total shareholders' equity 1,138,900 1,081,618  
Total liabilities and shareholders' equity $ 2,456,616 $ 2,578,383  

 

PERIMETER SOLUTIONS, SA AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)

  Successor   Predecessor
Year Ended December 31, 2022 November 9, 2021
Through
December 31, 2021
  January 1, 2021
Through
November 8, 2021
 
Cash flows from operating activities:  
Net income (loss) $ 91,758 $ (682,149 )   $ 20,629
Adjustments to reconcile net income (loss) to net cash (used in) provided                    
by operating activities:        
Founders advisory fees - related party (change in accounting fair value) (117,302 ) -   -
Depreciation and amortization expense 65,795 9,379   52,000
Interest and payment-in-kind on preferred shares 6,537 944   -
Stock-based compensation 14,649 4,821   156
Non-cash lease expense   5,390             
Founders advisory fees - related party (equity settled) - 287,200   -
Deferred income taxes (17,000 ) (2,155 )   (11,244 )
Amortization of deferred financing costs 1,602 224   14,592
Amortization of acquisition related inventory step-up 24,796 6,125   -
(Gain) loss on contingent earn-out (12,706 ) 198   2,965
Unrealized loss on foreign currency 3,462 1,006   4,026
Loss on disposal of assets 9 -   -
Changes in operating assets and liabilities, net of acquisitions:        
Accounts receivable (6,190 ) 27,977   (28,872 )
Inventories (61,934 ) (13,259 )   (10,201 )
Prepaid expenses and other current assets 1,922 (5,230 )   (9,426 )
Other assets - 54   884
Accounts payable 9,696 8,194   10,108
Deferred revenue (383 ) 332   (149 )
Income taxes payable, net 8,920 (8,985 )   18,835
Accrued expenses and other current liabilities (647 ) 436   146
Founders advisory fees - related party (cash settled) (53,547 ) 365,789   -
Operating lease liabilities (5,072 ) -   -
Other liabilities   73 3,458   3,542
Net cash (used in) provided by operating activities (40,172 ) 4,359   67,991  
Cash flows from investing activities:        
Acquisition of SK Invictus, net of cash acquired - (1,209,155 )   -
Purchase of property and equipment (8,613 ) (1,468 )   (8,282 )
Purchase price adjustment under Business Combination Agreement (1,638 ) -   -
Purchase of businesses, net of cash acquired   - -   (7,464 )
Net cash used in investing activities (10,251 ) (1,210,623 )   (15,746 )

 

PERIMETER SOLUTIONS, SA AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
(in thousands)
(Unaudited)

  Successor   Predecessor
Year Ended December 31, 2022 November 9, 2021
Through
December 31, 2021
  January 1, 2021
Through
November 8, 2021
 
Cash flows from financing activities:        
Ordinary shares repurchased (49,341 ) -   -
Proceeds from exercise of warrants 529 -   -
Sale of PSSA Ordinary Shares issued to Director Subscribers - 2,000   -
Shareholders' capital distributions - -   (60,000 )
Proceeds from revolving credit facility - 40,000   19,500
Repayments of revolving credit facility - (40,000 )   (19,500 )
Repayments of long-term debt - (696,971 )   (4,210 )
Payment of debt issue costs   - (2,250 )   -
Net cash used in financing activities (48,812 ) (697,221 )   (64,210 )
Effect of foreign currency on cash and cash equivalents 431 (738 )   435  
Net change in cash and cash equivalents (98,804 ) (1,904,223 )   (11,530 )
Cash and cash equivalents at the beginning of year   225,554 2,129,777   22,478  
Cash and cash equivalents at the end of year $ 126,750 $ 225,554   $ 10,948  
Supplemental disclosures of cash flow information:        
Cash paid for interest $ 35,488 $ 174   $ 24,559
Cash paid for income taxes $ 13,488 $ 4,517   $ 7,092
Non-cash investing and financing activities:        
Liability portion of founders advisory fees - related party reclassified                    
to additional paid in capital $ 19,568 $ -   $ -
Redeemable preferred shares issued as consideration for business                    
combination $ - $ 100,000   $ -
Management Subscribers rollover contribution $ - $ 11,048   $ -

 

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).

Three Months Ended   S/P Combined Successor   Predecessor  
(Unaudited)   Three Months Ended
December 31, 2022
Three Months
Ended
December 31, 2021
November 9, 2021
Through
December 31, 2021
  October 1, 2021
Through
November 8, 2021
 
Loss before income taxes $ (65,133 ) $ (696,327 ) $ (688,309 )   $ (8,018 )
Depreciation and amortization 16,259 15,786 9,379   6,407
Interest and financing expense 10,003 21,488 6,352   15,136
Founders advisory fees - related party 36,724 652,990 652,990   -
Non-recurring expenses 1 2,097 (2,380 ) 5,580   (7,960 )
Share-based compensation expense 7,098 4,977 4,821   156
Non-cash purchase accounting impact 2 - 6,125 6,125   -
Loss on contingent earn-out 336 400 198   202
Management fees 3 - 136 -   136
Contingent future payments 4 - 2,500 -   2,500
Unrealized foreign currency (gain) loss   (5,279 ) 1,140 1,006   134  
Adjusted EBITDA $ 2,105 $ 6,835 $ (1,858 )   $ 8,693  
Net sales $ 41,273 $ 45,878 $ 21,023   $ 24,855  

 

Year Ended   S/P Combined Successor   Predecessor  
(Unaudited)   Year Ended December 31, 2022 Year Ended
December 31, 2021
November 9, 2021
Through
December 31, 2021
  January 1, 2021
Through
November 8, 2021
 
Income (loss) before income taxes $ 97,227 $ (653,544 ) $ (688,309 )   $ 34,765
Depreciation and amortization 65,795 61,379 9,379   52,000
Interest and financing expense 42,585 45,439 6,352   39,087
Founders advisory fees - related party (117,302 ) 652,990 652,990   -
Non-recurring expenses 1 6,885 10,425 5,580   4,845
Share-based compensation expense 14,649 4,977 4,821   156
Non-cash purchase accounting impact 2 24,796 6,125 6,125   -
(Gain) loss on contingent earn-out (12,706 ) 3,163 198   2,965
Management fees 3 - 1,073 -   1,073
Contingent future payments 4 - 4,375 -   4,375
Unrealized foreign currency loss   3,462 5,032 1,006   4,026  
Adjusted EBITDA $ 125,391 $ 141,434 $ (1,858 )   $ 143,292  
Net sales $ 360,505 $ 362,338 $ 21,023   $ 341,315

 

(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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/156449

SOURCE Perimeter Solutions