Exhibit 99.1
Perimeter Solutions Reports Third Quarter 2022 Financial Results
November 4, 2022
Net sales decreased 18% in Q3-2022 as compared to Q3-2021 driven by the mild North America fire season
Fire Safety Q3 Adjusted EBITDA of $60.4 million; Specialty Products Q3 Adjusted EBITDA of $15.3 million
Year-to-date net income of $123.7 million and consolidated Adjusted EBITDA of $123.3 million
New $100.0 million share repurchase authorization *
Clayton, Missouri, November 4, 2022 – 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 the three and nine months ended September 30, 2022.
Year-to-Date 2022 Results
•Net sales increased 1% to $319.2 million during the year-to-date period, as compared to $316.5 million in the prior-year period.
•Fire Safety sales decreased 13% to $207.0 million, as compared to $237.3 million in the prior year.
•Specialty Products sales increased 42% to $112.2 million, as compared to $79.2 million in the prior year.
•Net income during the year-to-date period was $123.7 million, or $0.70 per diluted share, an increase of $94.1 million from $29.6 million, or $0.56 per diluted share, for the same period of 2021.
•Adjusted EBITDA decreased 8% to $123.3 million during the year-to-date period, as compared to $134.6 million in the prior-year period.
•Fire Safety Adjusted EBITDA decreased 30% to $81.2 million, as compared to $116.7 million in the prior year.
•Specialty Products Adjusted EBITDA increased 135% to $42.0 million, as compared to $17.9 million in the prior year.
Third Quarter 2022 Results
•Net sales decreased 18% to $160.5 million in the third quarter, as compared to $195.4 million in the prior-year quarter.
•Fire Safety sales decreased 29% to $122.0 million, as compared to $172.4 million in the prior year.
•Specialty Products sales increased 68% to $38.5 million, as compared to $23.0 million in the prior year.
•Net income during the third quarter was $78.7 million, or $0.45 per diluted share, an increase of $26.7 million from $52.0 million, or $0.98 per diluted share, for the same period of 2021.
•Adjusted EBITDA decreased 25% to $75.6 million in the third quarter, as compared to $100.4 million in the prior-year quarter.
•Fire Safety Adjusted EBITDA decreased 38% to $60.4 million, as compared to $97.9 million in the prior year.
•Specialty Products Adjusted EBITDA increased 512% to $15.3 million, as compared to $2.5 million in the prior year.





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* On November 3, 2022, the Company’s board of directors approved the repurchase of up to $100.0 million of the Company's ordinary shares during the next 24 months.






Conference Call and Webcast
As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Friday, November 4, 2022 to discuss financial results for the third 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 December 4, 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.






SOURCE: Perimeter Solutions, SA.
CONTACT:
ir@perimeter-solutions.com






PERIMETER SOLUTIONS, SA AND SUBSIDIARIES
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except share and per share data)
(Unaudited)
 SuccessorPredecessorSuccessorPredecessor
 Three Months Ended
September 30, 2022		Three Months Ended
September 30, 2021		Nine Months Ended
September 30, 2022		Nine Months Ended
September 30, 2021
 
Net sales$160,509 $195,414 $319,232 $316,460 
Cost of goods sold74,707 86,081 191,757 159,895 
Gross profit85,802 109,333 127,475 156,565 
Operating expenses:
Selling, general and administrative expense22,381 15,333 64,803 42,544 
Amortization expense13,738 13,276 41,395 39,818 
Founders advisory fees - related party(73,713)— (154,026)— 
Other operating expense(51)313 405 1,066 
Total operating expenses(37,645)28,922 (47,423)83,428 
Operating income123,447 80,411 174,898 73,137 
Other expense (income):
Interest expense, net9,944 8,065 32,582 23,951 
(Gain) loss on contingent earn-out(3,644)— (13,042)2,763 
Unrealized foreign currency loss4,705 1,634 8,741 3,892 
Other (income) expense, net(785)66 (820)(252)
Total other expense, net10,220 9,765 27,461 30,354 
Income before income taxes113,227 70,646 147,437 42,783 
Income tax expense(34,516)(18,637)(23,692)(13,151)
Net income78,711 52,009 123,745 29,632 
Other comprehensive loss, net of tax:
Foreign currency translation adjustments(18,181)(2,020)(34,426)(2,424)
Total comprehensive income$60,530 $49,989 $89,319 $27,208 
Earnings per share:
Basic$0.48 $0.98 $0.76 $0.56 
Diluted$0.45 $0.98 $0.70 $0.56 
Weighted average number of ordinary shares outstanding:
Basic162,635,592 53,045,510 161,943,492 53,045,510 
Diluted176,777,958 53,045,510 176,085,858 53,045,510 






PERIMETER SOLUTIONS, SA AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
 September 30, 2022December 31, 2021
Assets(Unaudited)
Current assets:
Cash and cash equivalents$166,256 $225,554 
Accounts receivable, net85,612 24,319 
Inventories120,467 110,087 
Income tax receivable655 816 
Prepaid expenses and other current assets4,876 14,161 
Total current assets377,866 374,937 
Property, plant, and equipment, net57,187 62,247 
Goodwill1,019,387 1,041,325 
Customer lists, net 715,829 753,459 
Technology and patents, net233,861 247,368 
Tradenames, net95,047 100,005 
Other assets, net1,877 2,219 
Total assets$2,501,054 $2,581,560 
Liabilities and Shareholders Equity
Current liabilities:
Accounts payable$31,856 $27,469 
Accrued expenses and other current liabilities124,429 19,025 
Founders advisory fees payable - related party9,836 53,547 
Deferred revenue1,272 445 
Total current liabilities167,393 100,486 
Long-term debt664,986 664,128 
Deferred income taxes222,952 298,633 
Founders advisory fees payable - related party 134,598 312,242 
Redeemable preferred shares100,263 96,867 
Redeemable preferred shares - related party3,245 3,699 
Other non-current liabilities8,951 22,195 
Total liabilities1,302,388 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; 162,316,326 and 157,237,435 shares outstanding at September 30, 2022 and December 31, 2021, respectively
163,235 157,237 
Treasury shares, at cost; 918,216 shares at September 30, 2022 and no shares at December 31, 2021
(7,572)— 
Additional paid-in capital1,697,644 1,670,033 
Accumulated other comprehensive loss(41,561)(7,135)
Accumulated deficit(613,080)(736,825)
Total shareholders' equity1,198,666 1,083,310 
Total liabilities and shareholders' equity$2,501,054 $2,581,560 






PERIMETER SOLUTIONS, SA AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
SuccessorPredecessor
Nine Months Ended
September 30, 2022		Nine Months Ended
September 30, 2021
Cash flows from operating activities:
Net income$123,745 $29,632 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Founders advisory fees - related party (change in accounting fair value)(154,026)— 
Depreciation and amortization expense49,536 45,593 
Interest and payment-in-kind on preferred shares4,903 — 
Share-based compensation19,297 — 
Deferred income taxes(72,441)(5,195)
Amortization of deferred financing costs1,196 2,432 
Amortization of acquisition related inventory step-up27,973 — 
(Gain) loss on contingent earn-out(13,042)2,763 
Unrealized loss on foreign currency8,741 3,892 
Loss on disposal of assets9 — 
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable(63,838)(72,103)
Inventories(40,759)(5,554)
Prepaid expenses and other current assets9,058 3,104 
Other assets— 346 
Accounts payable4,975 12,971 
Deferred revenue889 831 
Income taxes payable, net88,673 11,180 
Accrued expenses and other current liabilities15,547 2,725 
Founders advisory fees - related party (cash settled)(53,547)— 
Other liabilities(73)(200)
Net cash (used in) provided by operating activities(43,184)32,417 
Cash flows from investing activities:
Purchase of property and equipment(6,024)(5,149)
Purchase price adjustment under Business Combination Agreement(1,638)— 
Purchase of businesses, net of cash acquired— (7,464)
Net cash used in investing activities(7,662)(12,613)
Cash flows from financing activities:
Ordinary shares repurchased(7,572)— 
Proceeds from exercise of warrants529 — 
Proceeds from revolving credit facility— 19,500 
Repayments of revolving credit facility— (19,500)
Repayments of long-term debt— (4,211)
Net cash used in financing activities(7,043)(4,211)
Effect of foreign currency on cash and cash equivalents(1,409)1,510 
Net change in cash and cash equivalents(59,298)17,103 
Cash and cash equivalents, beginning of period225,554 22,478 
Cash and cash equivalents, end of period$166,256 $39,581 
Supplemental disclosures of cash flow information:
Cash paid for interest$18,299 $21,502 
Cash paid for income taxes$7,588 $7,092 
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).
SuccessorPredecessorSuccessorPredecessor
(Unaudited)Three Months Ended
September 30, 2022		Three Months Ended
September 30, 2021		Nine Months Ended
September 30, 2022		Nine Months Ended
September 30, 2021
Income before income taxes$113,227 $70,646 $147,437 $42,783 
Depreciation and amortization16,450 15,212 49,536 45,593 
Interest and financing expense9,944 8,065 32,582 23,951 
Founders advisory fees - related party(73,713)— (154,026)— 
Non-recurring expenses 1
1,168 3,855 4,788 12,805 
Share-based compensation expense6,832 — 19,297 — 
Non-cash purchase accounting impact 2
658 — 27,973 — 
(Gain) loss on contingent earn-out(3,644)— (13,042)2,763 
Management fees 3
— 313 — 937 
Contingent future payments 4
— 625 — 1,875 
Unrealized foreign currency loss4,705 1,634 8,741 3,892 
Adjusted EBITDA$75,627 $100,350 $123,286 $134,599 
Net sales$160,509 $195,414 $319,232 $316,460 
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(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.