EX-99.1
Published on February 20, 2025
Exhibit 99.1
Perimeter Solutions Reports Fourth Quarter 2024 Financial Results
February 20, 2025
Full year Earnings (Loss) Per Diluted Share of ($0.04) and Adjusted Earnings Per Diluted Share of $1.11
Net Income (Loss) of ($5.9M) and Adjusted Net Income of $163.4M
Strong 2024 results demonstrate operational value driver transformation -- Adjusted EBITDA approximately doubled in three years with minimal end-market contribution
Acquired IMS for $32.8M, expanding into printed circuit board products
Clayton, Missouri, February 20, 2025 – Perimeter Solutions, Inc. (NYSE: PRM) ("Perimeter" or the "Company"), a leading global solutions provider for the Fire Safety and Specialty Products industries, today reported financial results for its fourth quarter, and full year, ended December 31, 2024.
Full Year 2024 Results
•Full year net sales increased 74% to $561.0 million, as compared to $322.1 million in the prior year.
•Fire Safety net sales increased 93% to $436.3 million, as compared to $225.6 million in the prior year.
•Specialty Products net sales increased 29% to $124.7 million, as compared to $96.6 million in the prior year.
•Full year net loss was $5.9 million, or $0.04 loss per diluted share, as compared to net income of $67.5 million, or $0.41 earnings per diluted share in the prior year.
•Full year non-GAAP adjusted earnings per share was $1.11.
•Full year Adjusted EBITDA increased 190% to $280.3 million, as compared to $96.8 million in the prior year.
•Fire Safety Adjusted EBITDA increased 215% to $240.1 million, as compared to $76.2 million in the prior year.
•Specialty Products Adjusted EBITDA increased 95% to $40.2 million, as compared to $20.6 million in the prior year.
•Reconciliation tables for full year and quarterly non-GAAP measures are available in the attached schedules.
Fourth Quarter 2024 Results
•Net sales increased 45% to $86.2 million in the fourth quarter, as compared to $59.5 million in the prior-year quarter.
•Fire Safety net sales increased 72% to $60.7 million, as compared to $35.4 million in the prior year quarter.
•Specialty Products net sales increased 6% to $25.5 million, as compared to $24.1 million in the prior year quarter.
•Net income during the fourth quarter was $144.2 million, or $0.90 per diluted share, as compared to a net loss of $13.2 million, or $0.09 loss per diluted share in the prior year quarter.
•Fourth quarter non-GAAP adjusted earnings per share was $0.13.
•Adjusted EBITDA increased 193% to $32.9 million in the fourth quarter, as compared to $11.2 million in the prior year quarter.
•Fire Safety Adjusted EBITDA increased 289% to $27.2 million, as compared to $7.0 million in the prior year quarter.
•Specialty Products Adjusted EBITDA increased 34% to $5.6 million, as compared to $4.2 million in the prior year quarter.
Capital Allocation
•On December 24, 2024, the Company acquired 100% of the shares of IMS DE Holdings, LLC (“IMS”) for $32.8 million. Based in Manchester, New Hampshire, IMS is a manufacturer of highly specialized printed circuit boards (PCBs).
Conference Call and Webcast
As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Thursday, February 20, 2025 to discuss financial results for the fourth quarter 2024. 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 20, 2025 (11:59 p.m. ET).
About Perimeter Solutions
Perimeter Solutions is a leading global solutions provider for the Fire Safety and Specialty Products industries. The Company's business is organized and managed in two reporting segments: Fire Safety and Specialty Products. The Fire Safety segment is a formulator and manufacturer of fire management products that help our customers combat various types of fires, including wildland, structural, flammable liquids and other types of fires. 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 globally. 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 segment includes operations that develop, produce and market products for non-fire safety markets. The Company’s largest end market application for our Specialty Products segment is Phosphorus Pentasulfide ("P2S5") based lubricant additives. P2S5 is also used in pesticide and mining chemicals applications, and emerging electric battery technologies.
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 the Company'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, 2024. 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, Inc.
CONTACT: ir@perimeter-solutions.com
PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except share and per share data)
(Unaudited)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net sales | $ | 86,231 | $ | 59,455 | $ | 560,968 | $ | 322,108 | |||||||||||||||
| Cost of goods sold | 44,336 | 40,717 | 243,882 | 193,813 | |||||||||||||||||||
| Gross profit | 41,895 | 18,738 | 317,086 | 128,295 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative expense | 21,013 | 13,577 | 66,901 | 46,513 | |||||||||||||||||||
| Amortization expense | 13,741 | 13,753 | 55,032 | 55,065 | |||||||||||||||||||
| Founders advisory fees - related party | (54,789) | 325 | 198,308 | (108,481) | |||||||||||||||||||
| Intangible impairment | — | — | — | 40,738 | |||||||||||||||||||
| Other operating expense | 612 | — | 612 | 10 | |||||||||||||||||||
| Total operating expenses | (19,423) | 27,655 | 320,853 | 33,845 | |||||||||||||||||||
| Operating income (loss) | 61,318 | (8,917) | (3,767) | 94,450 | |||||||||||||||||||
| Other expense (income): | |||||||||||||||||||||||
| Interest expense, net | 9,169 | 10,440 | 40,461 | 41,378 | |||||||||||||||||||
| Gain on contingent earn-out | — | — | — | (7,273) | |||||||||||||||||||
| Foreign currency loss (gain) | 2,280 | (2,411) | 2,443 | (1,655) | |||||||||||||||||||
| Other (income) expense, net | (60) | 388 | 192 | 417 | |||||||||||||||||||
| Total other expense, net | 11,389 | 8,417 | 43,096 | 32,867 | |||||||||||||||||||
| Income (loss) before income taxes | 49,929 | (17,334) | (46,863) | 61,583 | |||||||||||||||||||
| Income tax benefit | 94,241 | 4,093 | 40,958 | 5,903 | |||||||||||||||||||
| Net income (loss) | 144,170 | (13,241) | (5,905) | 67,486 | |||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | (23,627) | 10,626 | (19,522) | 5,761 | |||||||||||||||||||
| Total comprehensive income (loss) | $ | 120,543 | $ | (2,615) | $ | (25,427) | $ | 73,247 | |||||||||||||||
| Earnings (loss) per share: | |||||||||||||||||||||||
| Basic | $ | 0.98 | $ | (0.09) | $ | (0.04) | $ | 0.44 | |||||||||||||||
| Diluted | $ | 0.90 | $ | (0.09) | $ | (0.04) | $ | 0.41 | |||||||||||||||
| Weighted average number of shares outstanding: | |||||||||||||||||||||||
| Basic | 147,058,719 | 150,833,523 | 145,713,439 | 154,666,717 | |||||||||||||||||||
| Diluted | 160,931,755 | 150,833,523 | 145,713,439 | 166,452,022 | |||||||||||||||||||
PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share and per share data)
(Unaudited)
| December 31, 2024 | December 31, 2023 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 198,456 | $ | 47,276 | |||||||
| Accounts receivable, net | 56,048 | 39,593 | |||||||||
| Inventories | 116,347 | 145,652 | |||||||||
| Prepaid expenses and other current assets | 23,173 | 18,493 | |||||||||
| Total current assets | 394,024 | 251,014 | |||||||||
| Property, plant, and equipment, net | 64,777 | 59,402 | |||||||||
| Operating lease right-of-use assets | 17,298 | 16,339 | |||||||||
| Finance lease right-of-use assets | 6,173 | 6,064 | |||||||||
| Goodwill | 1,034,543 | 1,036,279 | |||||||||
| Customer lists, net | 637,745 | 674,786 | |||||||||
| Technology and patents, net | 173,307 | 180,653 | |||||||||
| Tradenames, net | 87,365 | 89,568 | |||||||||
| Other assets, net | 1,162 | 1,317 | |||||||||
| Total assets | $ | 2,416,394 | $ | 2,315,422 | |||||||
| Liabilities and Shareholders Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 23,519 | $ | 21,639 | |||||||
| Accrued expenses and other current liabilities | 30,450 | 30,710 | |||||||||
| Founders advisory fees payable - related party | 6,677 | 2,702 | |||||||||
| Deferred revenue | 1,842 | — | |||||||||
| Total current liabilities | 62,488 | 55,051 | |||||||||
| Long-term debt, net | 667,774 | 666,494 | |||||||||
| Operating lease liabilities, net of current portion | 15,540 | 14,908 | |||||||||
| Finance lease liabilities, net of current portion | 6,013 | 5,547 | |||||||||
| Deferred income taxes | 152,203 | 253,454 | |||||||||
| Founders advisory fees payable - related party | 240,083 | 56,917 | |||||||||
| Preferred stock | 109,966 | 105,799 | |||||||||
| Preferred stock - related party | 2,831 | 2,764 | |||||||||
| Other liabilities | 2,226 | 2,193 | |||||||||
| Total liabilities | 1,259,124 | 1,163,127 | |||||||||
| Commitments and contingencies | |||||||||||
| Shareholders' equity: | |||||||||||
Common stock, $0.0001 par value per share, 4,000,000,000 shares authorized; 169,426,114 shares issued; 147,822,633 shares outstanding at December 31, 2024 |
17 | — | |||||||||
Ordinary shares, $1.00 nominal value per share, 4,000,000,000 shares authorized; 165,066,195 shares issued; 146,451,005 shares outstanding at December 31, 2023 |
— | 165,067 | |||||||||
Treasury shares, at cost; 21,603,481 and 18,615,190 shares at December 31, 2024 and 2023, respectively |
(127,827) | (113,407) | |||||||||
| Additional paid-in capital | 1,911,035 | 1,701,163 | |||||||||
| Accumulated other comprehensive loss | (39,232) | (19,710) | |||||||||
| Accumulated deficit | (586,723) | (580,818) | |||||||||
| Total shareholders' equity | 1,157,270 | 1,152,295 | |||||||||
| Total liabilities and shareholders' equity | $ | 2,416,394 | $ | 2,315,422 | |||||||
PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
| Year Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net (loss) income | $ | (5,905) | $ | 67,486 | |||||||
| Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||||||||||
| Founders advisory fees - related party (change in fair value) | 198,308 | (108,481) | |||||||||
| Depreciation and amortization expense | 65,718 | 64,855 | |||||||||
| Interest and payment-in-kind on preferred shares | 7,057 | 6,792 | |||||||||
| Share-based compensation | 12,849 | 1,596 | |||||||||
| Non-cash lease expense | 5,070 | 5,248 | |||||||||
| Deferred income taxes | (99,557) | (25,816) | |||||||||
| Intangible impairment | — | 40,738 | |||||||||
| Amortization of deferred financing costs | 1,730 | 1,664 | |||||||||
| Gain on contingent earn-out | — | (7,273) | |||||||||
| Foreign currency loss (gain) | 2,443 | (1,655) | |||||||||
| Loss on disposal of assets | 66 | 139 | |||||||||
| Changes in operating assets and liabilities, net of acquisitions: | |||||||||||
| Accounts receivable | (13,293) | (14,435) | |||||||||
| Inventories | 29,872 | (2,044) | |||||||||
| Prepaid expenses and current other assets | (843) | 1,014 | |||||||||
| Accounts payable | (754) | (15,335) | |||||||||
| Deferred revenue | 1,842 | — | |||||||||
| Income taxes payable, net | (13,299) | (3,498) | |||||||||
| Accrued expenses and other current liabilities | 4,306 | (1,758) | |||||||||
| Founders advisory fees - related party (cash settled) | (2,702) | (4,655) | |||||||||
| Operating lease liabilities | (3,278) | (4,182) | |||||||||
| Financing lease liabilities | (501) | (282) | |||||||||
| Other, net | (741) | 75 | |||||||||
| Net cash provided by operating activities | 188,388 | 193 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchase of property and equipment | (15,531) | (9,435) | |||||||||
| Proceeds from short-term investments | 5,383 | — | |||||||||
| Purchase of short-term investments | — | (5,459) | |||||||||
| Purchase of businesses, net of cash acquired | (32,792) | — | |||||||||
| Net cash used in investing activities | (42,940) | (14,894) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Ordinary shares repurchased | (14,420) | (64,066) | |||||||||
| Proceeds from exercise of warrants | 23,509 | — | |||||||||
| Principal payments on finance lease obligations | (740) | (387) | |||||||||
| Net cash provided by (used in) financing activities | 8,349 | (64,453) | |||||||||
| Effect of foreign currency on cash and cash equivalents | (2,617) | (320) | |||||||||
| Net change in cash and cash equivalents | 151,180 | (79,474) | |||||||||
| Cash and cash equivalents, beginning of period | 47,276 | 126,750 | |||||||||
| Cash and cash equivalents, end of period | $ | 198,456 | $ | 47,276 | |||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid for interest | $ | 37,317 | $ | 37,005 | |||||||
| Cash paid for income taxes | $ | 74,559 | $ | 25,960 | |||||||
| Non-cash activities: | |||||||||||
| Liability portion of founders advisory fees - related party reclassified to additional paid in capital | $ | 8,464 | $ | 2,618 | |||||||
Non-GAAP Financial Metrics
The Company provides non-GAAP financial measures for adjusted EBITDA, adjusted net income, and adjusted earnings per share data as supplemental information regarding the Company’s business performance. The Company believes that these non-GAAP financial measures are useful to investors because they provide investors with a better understanding of the Company’s past financial performance and future results. The Company’s management uses these non-GAAP financial measures when it internally evaluates the performance of its business and makes operating decisions, including internal operating budgeting, performance measurement, and discretionary compensation.
Adjusted EBITDA
The computation of Adjusted EBITDA is defined as net income (loss) 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. These items include (i) restructuring and transaction related costs (ii) founder advisory fee expenses, (iii) stock compensation expense and (iv) 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-GAAP measure used by the Company's management and by external users of Perimeter’s financial statements, such as debt and equity 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).
| (Unaudited) | Three Months Ended December 31, 2024 | Three Months Ended December 31, 2023 | |||||||||||||||||||||||||||||||||
| Fire Safety | Specialty Products |
Total | Fire Safety | Specialty Products |
Total | ||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | 45,304 | $ | 4,625 | $ | 49,929 | $ | (17,741) | $ | 407 | $ | (17,334) | |||||||||||||||||||||||
| Depreciation and amortization | 12,858 | 3,645 | 16,503 | 12,888 | 3,474 | 16,362 | |||||||||||||||||||||||||||||
| Interest and financing expense | 9,694 | (525) | 9,169 | 9,654 | 786 | 10,440 | |||||||||||||||||||||||||||||
| Founders advisory fees - related party | (46,936) | (7,853) | (54,789) | 256 | 69 | 325 | |||||||||||||||||||||||||||||
Non-recurring expenses (1)
|
3,743 | 1,238 | 4,981 | 1,385 | 719 | 2,104 | |||||||||||||||||||||||||||||
| Share-based compensation expense | 2,735 | 2,066 | 4,801 | 1,542 | 184 | 1,726 | |||||||||||||||||||||||||||||
| Foreign currency (gain) loss | (154) | 2,434 | 2,280 | (979) | (1,432) | (2,411) | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 27,244 | $ | 5,630 | $ | 32,874 | $ | 7,005 | $ | 4,207 | $ | 11,212 | |||||||||||||||||||||||
(1)For the three months ended December 31, 2024, $4.4 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs and $0.6 million was related to acquisition costs. For the three months ended December 31, 2023, $2.1 million was related to restructuring and other non-recurring costs.
| (Unaudited) | Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||||||||||||||||||||||||||||
| Fire Safety | Specialty Products |
Total | Fire Safety | Specialty Products |
Total | ||||||||||||||||||||||||||||||
| (Loss) income before income taxes | $ | (35,277) | $ | (11,586) | $ | (46,863) | $ | 36,073 | $ | 25,510 | $ | 61,583 | |||||||||||||||||||||||
| Depreciation and amortization | 51,365 | 14,353 | 65,718 | 51,178 | 13,677 | 64,855 | |||||||||||||||||||||||||||||
| Interest and financing expense | 39,547 | 914 | 40,461 | 38,305 | 3,073 | 41,378 | |||||||||||||||||||||||||||||
| Founders advisory fees - related party | 169,886 | 28,422 | 198,308 | (85,422) | (23,059) | (108,481) | |||||||||||||||||||||||||||||
| Intangible impairment | — | — | — | 40,738 | — | 40,738 | |||||||||||||||||||||||||||||
Non-recurring expenses (1)
|
5,559 | 1,819 | 7,378 | 2,687 | 1,359 | 4,046 | |||||||||||||||||||||||||||||
| Share-based compensation expense | 8,545 | 4,304 | 12,849 | 592 | 1,004 | 1,596 | |||||||||||||||||||||||||||||
| Gain on contingent earn-out | — | — | — | (7,273) | — | (7,273) | |||||||||||||||||||||||||||||
| Foreign currency loss (gain) | 496 | 1,947 | 2,443 | (664) | (991) | (1,655) | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 240,121 | $ | 40,173 | $ | 280,294 | $ | 76,214 | $ | 20,573 | $ | 96,787 | |||||||||||||||||||||||
(1)For the year ended December 31, 2024, $6.6 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs, $0.6 million was related to acquisition costs, and $0.2 million was related to other non-recurring costs. For the year ended December 31, 2023, $4.0 million was related to restructuring and other non-recurring costs.
Adjusted Earnings Per Share
The computation of Adjusted Earnings Per Share ("Adjusted EPS") is defined as adjusted net income divided by adjusted diluted shares. Adjusted net income is defined as net income plus amortization, certain non-recurring, unusual or non-operational items, and the tax impact of these non-GAAP adjustments. These adjustments include (i) restructuring and transaction related costs (ii) founder advisory fee expenses, (iii) stock compensation expense and (iv) foreign currency loss (gain). Adjusted diluted shares is the weighted average diluted shares outstanding, adjusted by adding dilution for options and warrants excluded under GAAP due to a net loss, less dilution related to Founders advisory fees. To supplement the Company's condensed consolidated financial statements presented in accordance with U.S. GAAP, Perimeter is providing a summary to show the computations of Adjusted EPS, which is a non-GAAP measure used by the Company's management and by external users of Perimeter’s financial statements, such as debt and equity 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 EPS and adjusted net income should not be considered alternatives to GAAP earnings per share ("GAAP EPS"), 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, except share and per share data).
| (Unaudited) | Three Months Ended December 31, 2024 | Year Ended December 31, 2024 | |||||||||||||||
| GAAP net income (loss) | $ | 144,170 | $ | (5,905) | |||||||||||||
| Adjustments: | |||||||||||||||||
| Amortization | 13,741 | 55,032 | |||||||||||||||
| Founders advisory fees - related party | (54,789) | 198,308 | |||||||||||||||
Non-recurring expenses (1)
|
4,981 | 7,378 | |||||||||||||||
| Share-based compensation expense | 4,801 | 12,849 | |||||||||||||||
| Foreign currency loss | 2,280 | 2,443 | |||||||||||||||
Tax impact of non-GAAP adjustments (2)
|
(96,136) | (106,715) | |||||||||||||||
| Adjusted net income | $ | 19,048 | $ | 163,390 | |||||||||||||
| Shares used in computing GAAP Earnings Per Share (diluted) | 160,931,755 | 145,713,439 | |||||||||||||||
Options (3)
|
— | 1,446,487 | |||||||||||||||
Warrants (3)
|
— | 49,876 | |||||||||||||||
Shares underlying Founders fixed advisory fees (4)
|
(9,428,244) | — | |||||||||||||||
Shares underlying Founders variable advisory fees (5)
|
— | — | |||||||||||||||
| Shares used in computing Adjusted Earnings Per Share (diluted) | 151,503,511 | 147,209,802 | |||||||||||||||
| GAAP Earnings (Loss) Per Share (diluted) | $ | 0.90 | $ | (0.04) | |||||||||||||
| Adjusted Earnings Per Share (diluted) | $ | 0.13 | $ | 1.11 | |||||||||||||
| ____________________ | |||||||||||||||||
| (1) | For the three months ended December 31, 2024, $4.4 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs and $0.6 million was related to acquisition costs. For the year ended December 31, 2024, $6.6 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs, $0.6 million was related to acquisition costs, and $0.2 million was related to other non-recurring costs. | ||||||||||||||||
| (2) | The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability. | ||||||||||||||||
| (3) | The Company adds back the dilutive impact of options and warrants if amounts were excluded for purposes of GAAP EPS due to GAAP net loss during the period. | ||||||||||||||||
| (4) | As of December 31, 2024, a maximum of 2.4 million shares were expected to be issued within 12 months under the Founders fixed advisory fee. On January 30, 2025, the founders elected to receive 1.8 million shares and $6.7 million in cash to satisfy the 2024 Founders fixed advisory fee. | ||||||||||||||||
| (5) | Based on period end market prices, no shares were issuable under the Founders variable advisory fee. | ||||||||||||||||
| (Unaudited) | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2024 | |||||||||||||||
| GAAP net loss | $ | (89,167) | $ | (150,075) | |||||||||||||
| Adjustments: | |||||||||||||||||
| Amortization | 13,765 | 41,291 | |||||||||||||||
| Founders advisory fees - related party | 184,176 | 253,097 | |||||||||||||||
Non-recurring expenses (1)
|
1,834 | 2,397 | |||||||||||||||
| Share-based compensation expense | 3,312 | 8,048 | |||||||||||||||
| Foreign currency (gain) loss | (1,354) | 163 | |||||||||||||||
Tax impact of non-GAAP adjustments (2)
|
(1,947) | (10,579) | |||||||||||||||
| Adjusted net income | $ | 110,619 | $ | 144,342 | |||||||||||||
| Shares used in computing GAAP Earnings Per Share (diluted) | 145,222,189 | 145,247,477 | |||||||||||||||
Options (3)
|
1,540,658 | 513,553 | |||||||||||||||
Warrants (3)
|
— | — | |||||||||||||||
Shares underlying Founders fixed advisory fees (4)
|
— | — | |||||||||||||||
Shares underlying Founders variable advisory fees (5)
|
— | — | |||||||||||||||
| Shares used in computing Adjusted Earnings Per Share (diluted) | 146,762,847 | 145,761,030 | |||||||||||||||
| GAAP Loss Per Share (diluted) | $ | (0.61) | $ | (1.03) | |||||||||||||
| Adjusted Earnings Per Share (diluted) | $ | 0.75 | $ | 0.99 | |||||||||||||
| ____________________ | |||||||||||||||||
| (1) | For the three months ended September 30, 2024, $1.7 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs and $0.1 million was related to other non-recurring costs. For the nine months ended September 30, 2024, $2.2 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs and $0.2 million was related to other non-recurring costs. | ||||||||||||||||
| (2) | The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability. | ||||||||||||||||
| (3) | The Company adds back the dilutive impact of options and warrants if amounts were excluded for purposes of GAAP EPS due to GAAP net loss during the period. | ||||||||||||||||
| (4) | As of September 30, 2024, a maximum of 2.4 million shares were expected to be issued within 12 months under the Founders fixed advisory fee. | ||||||||||||||||
| (5) | Based on period end market prices, no shares were issuable under the Founders variable advisory fee. | ||||||||||||||||
| (Unaudited) | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | |||||||||||||||
| GAAP net income (loss) | $ | 21,650 | $ | (60,908) | |||||||||||||
| Adjustments: | |||||||||||||||||
| Amortization | 13,755 | 27,526 | |||||||||||||||
| Founders advisory fees - related party | 588 | 68,921 | |||||||||||||||
Non-recurring expenses (1)
|
23 | 563 | |||||||||||||||
| Share-based compensation expense | 2,994 | 4,736 | |||||||||||||||
| Foreign currency loss | 224 | 1,517 | |||||||||||||||
Tax impact of non-GAAP adjustments (2)
|
(3,441) | (8,632) | |||||||||||||||
| Adjusted net income | $ | 35,793 | $ | 33,723 | |||||||||||||
| Shares used in computing GAAP Earnings Per Share (diluted) | 154,664,770 | 145,279,938 | |||||||||||||||
Options (3)
|
— | — | |||||||||||||||
Warrants (3)
|
— | — | |||||||||||||||
Shares underlying Founders fixed advisory fees (4)
|
(9,428,244) | — | |||||||||||||||
Shares underlying Founders variable advisory fees (5)
|
— | — | |||||||||||||||
| Shares used in computing Adjusted Earnings Per Share (diluted) | 145,236,526 | 145,279,938 | |||||||||||||||
| GAAP Earnings (Loss) Per Share (diluted) | $ | 0.14 | $ | (0.42) | |||||||||||||
| Adjusted Earnings Per Share (diluted) | $ | 0.25 | $ | 0.23 | |||||||||||||
| ____________________ | |||||||||||||||||
| (1) | For the six months ended June 30, 2024, $0.5 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs, and $0.1 million was related to other non-recurring costs. | ||||||||||||||||
| (2) | The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability. | ||||||||||||||||
| (3) | The Company adds back the dilutive impact of options and warrants if amounts were excluded for purposes of GAAP EPS due to GAAP net loss during the period. | ||||||||||||||||
| (4) | As of June 30, 2024, and a maximum of 2.4 million shares were expected to be issued within 12 months under the Founders fixed advisory fee. | ||||||||||||||||
| (5) | Based on period end market prices, no shares were issuable under the Founders variable advisory fee. | ||||||||||||||||
| (Unaudited) | Three Months Ended March 31, 2024 | ||||||||||
| GAAP net loss | $ | (82,558) | |||||||||
| Adjustments: | |||||||||||
| Amortization | 13,771 | ||||||||||
| Founders advisory fees - related party | 68,333 | ||||||||||
Non-recurring expenses (1)
|
540 | ||||||||||
| Share-based compensation expense | 1,742 | ||||||||||
| Foreign currency loss | 1,293 | ||||||||||
Tax impact of non-GAAP adjustments (2)
|
(5,191) | ||||||||||
| Adjusted net loss | $ | (2,070) | |||||||||
| Shares used in computing GAAP Earnings Per Share (diluted) | 145,326,933 | ||||||||||
Options (3)
|
— | ||||||||||
Warrants (3)
|
— | ||||||||||
Shares underlying Founders fixed advisory fees (4)
|
— | ||||||||||
Shares underlying Founders variable advisory fees (5)
|
— | ||||||||||
| Shares used in computing Adjusted Earnings Per Share (diluted) | 145,326,933 | ||||||||||
| GAAP Loss Per Share (diluted) | $ | (0.57) | |||||||||
| Adjusted Loss Per Share (diluted) | $ | (0.01) | |||||||||
| ____________________ | |||||||||||
| (1) | For the three months ended March 30, 2024, $0.5 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs. | ||||||||||
| (2) | The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability. | ||||||||||
| (3) | The Company adds back the dilutive impact of options and warrants if amounts were excluded for purposes of GAAP EPS due to GAAP net loss during the period. | ||||||||||
| (4) | As of March 31, 2024, a maximum of 2.4 million shares were expected to be issued within 12 months under the Founders fixed advisory fee. | ||||||||||
| (5) | Based on period end market prices, no shares were issuable under the Founders variable advisory fee. | ||||||||||