Exhibit 99.1
Perimeter Solutions Reports Fourth Quarter 2022 Results
February 28, 2023
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, 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 Statements of Operations and Comprehensive Income (loss)
(in thousands, except share and per share data)
(Unaudited)
Fourth QuarterFull Year
 SuccessorPredecessorSuccessorPredecessor
 Three Months Ended December 31, 2022November 9, 2021
Through
December 31, 2021		October 1, 2021
Through
November 8, 2021		Year Ended December 31, 2022November 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 $341,315 
Cost of goods sold30,699 23,710 12,241 217,853 23,710 172,136 
Gross profit10,574 (2,687)12,614 142,652 (2,687)169,179 
Operating expenses:
Selling, general and administrative expense19,836 16,982 (3,563)74,319 16,982 38,981 
Amortization expense13,710 8,004 5,606 55,105 8,004 45,424 
Founders advisory fees - related party36,724 652,990 — (117,302)652,990 — 
Other operating expense60 92 3,087 465 92 4,153 
Total operating expenses70,330 678,068 5,130 12,587 678,068 88,558 
Operating (loss) income(59,756)(680,755)7,484 130,065 (680,755)80,621 
Other expense (income):
Interest expense, net10,003 6,352 15,136 42,585 6,352 39,087 
(Gain) loss on contingent earn-out336 198 202 (12,706)198 2,965 
Unrealized foreign currency (gain) loss(5,279)1,006 134 3,462 1,006 4,026 
Other expense (income), net317 (2)30 (503)(2)(222)
Total other expense, net5,377 7,554 15,502 32,838 7,554 45,856 
(Loss) income before income taxes(65,133)(688,309)(8,018)97,227 (688,309)34,765 
Income tax benefit (expense)4,774 6,160 (985)(5,469)6,160 (14,136)
Net (loss) income(60,359)(682,149)(9,003)91,758 (682,149)20,629 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments16,090 (7,135)2,660 (18,336)(7,135)236 
Total comprehensive (loss) income$(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:
Basic157,945,813 157,158,579 53,045,510 160,937,575 157,158,579 53,045,510 
Diluted157,945,813 157,158,579 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, 2022December 31, 2021
Assets
Current assets:
Cash and cash equivalents$126,750 $225,554 
Accounts receivable, net26,646 24,319 
Inventories142,961 106,910 
Income tax receivable214 816 
Prepaid expenses and other current assets11,951 14,161 
Total current assets308,522 371,760 
Property, plant, and equipment, net58,846 62,247 
Operating lease right-of-use assets18,582 — 
Goodwill1,031,460 1,041,325 
Customer lists, net710,329 753,459 
Technology and patents, net232,818 247,368 
Tradenames, net94,293 100,005 
Other assets, net1,766 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 liabilities32,705 19,025 
Founders advisory fees payable - related party4,655 53,547 
Deferred revenue— 445 
Total current liabilities74,154 100,486 
Long-term debt665,280 664,128 
Operating lease liabilities15,484 — 
Deferred income taxes278,270 297,148 
Founders advisory fees payable - related party 170,718 312,242 
Redeemable preferred shares101,279 96,867 
Redeemable preferred shares - related party3,209 3,699 
Other non-current liabilities9,322 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 capital1,698,781 1,670,033 
Accumulated other comprehensive loss(25,471)(7,135)
Accumulated deficit(648,304)(738,517)
Total shareholders' equity1,138,900 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)
SuccessorPredecessor
 Year Ended December 31, 2022November 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 expense65,795 9,379 52,000 
Interest and payment-in-kind on preferred shares6,537 944 — 
Stock-based compensation14,649 4,821 156 
Non-cash lease expense5,390 — — 
Founders advisory fees - related party (equity settled)— 287,200 — 
Deferred income taxes(17,000)(2,155)(11,244)
Amortization of deferred financing costs1,602 224 14,592 
Amortization of acquisition related inventory step-up24,796 6,125 — 
(Gain) loss on contingent earn-out(12,706)198 2,965 
Unrealized loss on foreign currency3,462 1,006 4,026 
Loss on disposal of assets9 — — 
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 assets1,922 (5,230)(9,426)
Other assets— 54 884 
Accounts payable9,696 8,194 10,108 
Deferred revenue(383)332 (149)
Income taxes payable, net8,920 (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 liabilities73 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)
SuccessorPredecessor
 Year Ended December 31, 2022November 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 warrants529 — — 
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 equivalents431 (738)435 
Net change in cash and cash equivalents(98,804)(1,904,223)(11,530)
Cash and cash equivalents at the beginning of year225,554 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 EndedS/P CombinedSuccessorPredecessor
(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 amortization16,259 15,786 9,379 6,407 
Interest and financing expense10,003 21,488 6,352 15,136 
Founders advisory fees - related party36,724 652,990 652,990 — 
Non-recurring expenses 1
2,097 (2,380)5,580 (7,960)
Share-based compensation expense7,098 4,977 4,821 156 
Non-cash purchase accounting impact 2
— 6,125 6,125 — 
Loss on contingent earn-out336 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 EndedS/P CombinedSuccessorPredecessor
(Unaudited)Year Ended December 31, 2022Year 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 amortization65,795 61,379 9,379 52,000 
Interest and financing expense42,585 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 expense14,649 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 loss3,462 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.