Form: 8-K

Current report filing

March 24, 2022

Exhibit 99.1
Perimeter Solutions Reports Fourth Quarter 2021 Results
March 24, 2022
Listed on The New York Stock Exchange under the symbol "PRM" on November 9, 2021
Strong full year performance in the Fire Safety segment despite lapping the record 2020 U.S. fire season
Clayton, Missouri, March 24, 2022 - 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, 2021.
Full Year 2021 Results
Net sales increased 7% to $362.3 million in 2021, as compared to $339.6 million in 2020.
Fire Safety sales increased 7% to $261.2 million, as compared to $245.0 million in 2020.
Oil Additives sales increased 7% to $101.2 million, as compared to $94.6 million in 2020.
Net loss for 2021 was $659.8 million, or $(9.68) per share, a decrease of $684.1 million from net income of $24.2 million, or $0.46 per share for 2020.
Adjusted EBITDA increased 4% to $141.4 million in 2021, as compared to $136.0 million in 2020.
Fire Safety Adjusted EBITDA increased 5% to $117.9 million, as compared to $112.0 million in 2020.
Oil Additives Adjusted EBITDA decreased 2% to $23.6 million, as compared to $24.0 million in 2020.
Fourth Quarter 2021 Results
Net sales decreased 18% to $45.9 million in the 2021 fourth quarter, as compared to $55.8 million in the 2020 fourth quarter.
Fire Safety sales decreased 23% to $23.9 million, as compared to $31.1 million in the 2020 fourth quarter.
Oil Additives sales decreased 11% to $22.0 million, as compared to $24.8 million in the 2020 fourth quarter.
Net loss during the 2021 fourth quarter was $689.5 million, or $(6.10) per share, a increase of $683.2 million from a net loss of $6.3 million, or $(0.12) per share for the 2020 fourth quarter.
Adjusted EBITDA decreased 57% to $6.8 million during the 2021 fourth quarter, as compared to $16.0 million in the 2020 fourth quarter.
Fire Safety Adjusted EBITDA decreased 87% to $1.2 million, as compared to $9.2 million in the 2020 fourth quarter.
Oil Additives Adjusted EBITDA decreased 17% to $5.6 million, as compared to $6.7 million in the 2020 fourth quarter.
CEO Edward Goldberg commented: “We are proud of our performance in 2021, particularly in our Fire Safety business, where, despite an extremely challenging supply chain and logistics backdrop, we met our commitments to our customers with 100% reliability, in support of their mission to save lives, property and the environment. We also grew segment Adjusted EBITDA while lapping the record 2020 U.S. fire season.” Mr. Goldberg added “The 2021 fourth quarter experienced very limited fire activity, and our Fire Safety results were down period-over-period. Fluctuations based on the intensity of the fire season in a given quarter is a feature of our Fire Safety business, and can be especially pronounced in the much smaller fourth and first quarters, as evidenced in 2021 fourth quarter.” Mr. Goldberg concluded “We’re very optimistic about our business. Assuming a normalized 2022 fire season, and incorporating our best assumptions around other elements of our business, we expect consolidated 2022 Adjusted EBITDA growth consistent with, and perhaps above, our long-term framework of mid-teens growth.”







Conference Call and Webcast
As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Thursday, March 24, 2022 to discuss 2021 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://www.perimeter-solutions.com/en/), 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 April 24, 2022.
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 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 Oil Additives 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. Forward-looking statements included in this press release include statements regarding expected consolidated 2022 Adjusted EBITDA growth.
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, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. 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 Income and Comprehensive Income (loss)
(in thousands, except share and per share data)
Fourth Quarter Full Year
  Successor Predecessor Successor Predecessor
  November 9, 2021
Through
December 31, 2021
October 1, 2021
Through
November 8, 2021
Three Months Ended
December 31, 2020
November 9, 2021
Through
December 31, 2021
January 1, 2021
Through
November 8, 2021
Year Ended
December 31, 2020
       
Net sales $ 21,023  $ 24,855  $ 55,819  $ 21,023  $ 341,315  $ 339,577 
Cost of goods sold 20,533  12,241  31,828  20,533  172,136  177,532 
Gross profit 490  12,614  23,991  490  169,179  162,045 
Operating expenses:
Selling, general and administrative expense 16,982  (3,563) 11,168  16,982  38,981  37,747 
Amortization expense 8,004  5,606  13,194  8,004  45,424  51,458 
Founders advisory fees - related party 652,990  —  —  652,990  —  — 
Other operating expense 92  3,087  313  92  4,153  1,364 
Total operating expenses 678,068  5,130  24,675  678,068  88,558  90,569 
Operating (loss) income (677,578) 7,484  (684) (677,578) 80,621  71,476 
Other expense (income):
Interest expense, net 6,352  15,136  8,523  6,352  39,087  42,017 
Loss on contingent earn-out 198  202  —  198  2,965  — 
Unrealized foreign currency loss (gain) 1,006  134  (2,872) 1,006  4,026  (5,640)
Other (income) expense, net (2) 30  718  (2) (222) 367 
Total other expense (income), net 7,554  15,502  6,369  7,554  45,856  36,744 
(Loss) income before income taxes (685,132) (8,018) (7,053) (685,132) 34,765  34,732 
Income tax benefit (expense) 4,675  (985) 759  4,675  (14,136) (10,483)
Net (loss) income (680,457) (9,003) (6,294) (680,457) 20,629  24,249 
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments (7,135) 2,660  6,021  (7,135) 236  4,787 
Total comprehensive (loss) income $ (687,592) $ (6,343) $ (273) $ (687,592) $ 20,865  $ 29,036 
Net (loss) income per share:
Basic and diluted $ (4.33) $ (0.17) $ (0.12) $ (4.33) $ 0.39  $ 0.46 
Weighted average number of ordinary shares outstanding:
Basic and diluted 157,158,579  53,045,510  53,045,510  157,158,579  53,045,510  53,045,510 







PERIMETER SOLUTIONS, SA AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share and per share data)
Successor Predecessor
  December 31, 2021 December 31, 2020
Assets
Current assets:
Cash and cash equivalents $ 225,554  $ 22,478 
Accounts receivable, net 24,319  28,896 
Inventories 110,087  58,784 
Income tax receivable 816  11,457 
Prepaid expenses and other current assets 14,161  11,406 
Total current assets 374,937  133,021 
Property, plant, and equipment, net 62,247  48,235 
Goodwill 1,051,080  482,041 
Customer lists,net 753,459  304,308 
Existing technology and patents, net 247,368  135,928 
Other intangible assets,net 100,005  33,464 
Other assets 2,219  1,209 
Total assets $ 2,591,315  $ 1,138,206 
Liabilities and Shareholders Equity
Current liabilities:
Accounts payable $ 27,469  $ 9,869 
Accrued expenses and other current liabilities 19,025  16,045 
Founders advisory fees payable - related party 53,547  — 
Deferred revenue 445  286 
Current maturities of long-term debt —  6,723 
Total current liabilities 100,486  32,923 
Long-term debt, less current maturities 664,128  680,548 
Deferred income taxes 298,633  112,162 
Founders advisory fees payable - related party 312,242  — 
Redeemable preferred shares 96,867  — 
Redeemable preferred shares - related party 3,699  — 
Other non-current liabilities 22,195  21,151 
Total liabilities $ 1,498,250  $ 846,784 
Commitments and contingencies
Shareholders' equity:
Ordinary shares, $1 nominal value per share; 4,000,000,000 shares authorized; 157,237,435 shares issued and outstanding at December 31, 2021
157,237  — 
Common stock, $1 par value per share; 53,045,510 shares authorized, issued and outstanding at December 31, 2020 —  53,046 
Additional paid-in capital 1,679,788  289,344 
Accumulated other comprehensive loss (7,135) (3,174)
Accumulated deficit (736,825) (47,794)
Total shareholders' equity 1,093,065  291,422 
Total liabilities and shareholders' equity $ 2,591,315  $ 1,138,206 







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 and on a segment basis. 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 (vi) 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, wherein, the Successor Period and the 2021 Predecessor are combined (“S/P Combined”), to show the computations of adjusted EBITDA, and reconciliations from U.S. GAAP income (loss) before income taxes, taking into account certain charges and gains that were recognized during the periods presented. The Corporate category includes unallocated costs related to our corporate headquarter activities.
Consolidated
 Three Months Ended
S/P Combined Successor Predecessor
  Three Months
Ended
December 31, 2021
November 9, 2021
Through
December 31, 2021
October 1, 2021
Through
November 8, 2021
Three Months Ended
December 31, 2020
Loss before income taxes $ (693,150) $ (685,132) $ (8,018) $ (7,053)
Depreciation and amortization 15,786  9,379  6,407  14,746 
Interest and financing expense 21,488  6,352  15,136  8,523 
Founders advisory fees - related party 652,990  652,990  —  — 
Transaction expenses 1
(2,380) 5,580  (7,960) 1,689 
Stock compensation expense 4,977  4,821  156  — 
Non-cash purchase accounting impact 2
2,948  2,948  —  — 
Loss on contingent earn-out 400  198  202  — 
Management fees 3
136  —  136  312 
Contingent future payments 4
2,500  —  2,500  625 
Unrealized foreign currency loss (gain) 1,140  1,006  134  (2,872)
Adjusted EBITDA $ 6,835  $ (1,858) $ 8,693  $ 15,970 
Net sales $ 45,878  $ 21,023  $ 24,855  $ 55,819 

Year Ended S/P Combined Successor Predecessor
  Year Ended
December 31, 2021
November 9, 2021
Through
December 31, 2021
January 1, 2021
Through
November 8, 2021
Year Ended
December 31, 2020
(Loss) income before income taxes $ (650,367) $ (685,132) $ 34,765  $ 34,732 
Depreciation and amortization 61,379  9,379  52,000  58,117 
Interest and financing expense 45,439  6,352  39,087  42,017 
Founders advisory fees - related party 652,990  652,990  —  — 
Transaction expenses 1
10,425  5,580  4,845  2,379 
Stock compensation expense 4,977  4,821  156  — 
Non-cash purchase accounting impact 2
2,948  2,948  —  — 
Loss on contingent earn-out 3,163  198  2,965  — 
Management fees 3
1,073  —  1,073  1,281 
Contingent future payments 4
4,375  —  4,375  3,125 
Unrealized foreign currency loss (gain) 5,032  1,006  4,026  (5,640)
Adjusted EBITDA $ 141,434  $ (1,858) $ 143,292  $ 136,011 
Net sales $ 362,338  $ 21,023  $ 341,315  $ 339,577 
(1)Adjustment to reflect non-recurring expenses incurred related to business combination with Perimeter Solutions.
(2)Represents the non-cash impact of purchase accounting on the cost of inventory sold. 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.
(4)Adjustment to reflect deferred consideration paid with respect to a 2019 acquisition.







Operating Segments
Fire Safety
S/P Combined Successor Predecessor
 Three Months Ended
Three Months
Ended
December 31, 2021
November 9, 2021
Through
December 31, 2021
October 1, 2021
Through
November 8, 2021
Three Months Ended
December 31, 2020
Loss before income taxes $ (34,931) $ (25,125) $ (9,806) $ (14,423)
Depreciation and amortization 12,129  7,418  4,711  10,598 
Interest and financing expense 19,990  5,029  14,961  10,897 
Transaction expenses (2,524) 5,436  (7,960) 1,649 
Stock compensation expense 3,406  3,250  156  — 
Loss on contingent earn-out 400  198  202  — 
Management fees 136  —  136  312 
Deferred future payments 2,500  —  2,500  625 
Unrealized foreign currency loss (gain) 107  98  (429)
Adjusted EBITDA $ 1,213  $ (3,696) $ 4,909  $ 9,229 
Net sales $ 23,924  $ 7,913  $ 16,011  $ 31,052 

S/P Combined Successor Predecessor
Year Ended Year Ended
December 31, 2021
November 9, 2021
Through
December 31, 2021
January 1, 2021
Through
November 8, 2021
Year Ended
December 31, 2020
Income (Loss) before income taxes $ 7,507  $ (25,125) $ 32,632  $ 23,110 
Depreciation and amortization 44,412  7,418  36,994  41,271 
Interest and financing expense 42,358  5,029  37,329  41,879 
Transaction expenses 10,281  5,436  4,845  2,300 
Stock compensation expense 3,406  3,250  156  — 
Loss on contingent earn-out 3,163  198  2,965  — 
Management fees 1,073  —  1,073  1,281 
Deferred future payments 4,375  —  4,375  3,125 
Unrealized foreign currency loss (gain) 1,318  98  1,220  (932)
Adjusted EBITDA $ 117,893  $ (3,696) $ 121,589  $ 112,034 
Net sales $ 261,180  $ 7,913  $ 253,267  $ 244,968 

Oil Additives
S/P Combined Successor Predecessor
 Three Months Ended
Three Months
Ended
December 31, 2021
November 9, 2021
Through
December 31, 2021
October 1, 2021
Through
November 8, 2021
Three Months Ended
December 31, 2020
(Loss) income before income taxes $ (3,103) $ (4,891) $ 1,788  $ 7,370 
Depreciation and amortization 3,657  1,961  1,696  4,148 
Interest and financing expense 554  379  175  (2,374)
Transaction expenses 144  144  —  40 
Stock compensation expense 389  389  —  — 
Non-cash purchase accounting impact 2,948  2,948  —  — 
Unrealized foreign currency loss (gain) 1,033  908  125  (2,443)
Adjusted EBITDA $ 5,622  $ 1,838  $ 3,784  $ 6,741 
Net sales $ 21,954  $ 13,110  $ 8,844  $ 24,767 









S/P Combined Successor Predecessor
Year Ended Year Ended
December 31, 2021
November 9, 2021
Through
December 31, 2021
January 1, 2021
Through
November 8, 2021
Year Ended
December 31, 2020
(Loss) income before income taxes $ (2,758) $ (4,891) $ 2,133  $ 11,622 
Depreciation and amortization 16,967  1,961  15,006  16,846 
Interest and financing expense 2,137  379  1,758  138 
Transaction expenses 144  144  —  79 
Stock compensation expense 389  389  —  — 
Non-cash purchase accounting impact 2,948  2,948  —  — 
Unrealized foreign currency loss (gain) 3,714  908  2,806  (4,708)
Adjusted EBITDA $ 23,541  $ 1,838  $ 21,703  $ 23,977 
Net sales $ 101,158  $ 13,110  $ 88,048  $ 94,609 

Corporate
Successor
Three Months and Year Ended November 9, 2021
Through
December 31, 2021
(Loss) income before income taxes $ (655,116)
Interest and financing expense 944 
Founders advisory fees - related party 652,990 
Stock compensation expense 1,182 
Adjusted EBITDA $ —