| PARENT COMPANY INFORMATION |
PARENT COMPANY INFORMATION PERIMETER SOLUTIONS, SA
PARENT COMPANY INFORMATION
CONDENSED BALANCE SHEETS
(in thousands)
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December 31, 2022 |
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December 31, 2021 |
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| Assets |
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| Current assets: |
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| Cash and cash equivalents |
$ |
59,157 |
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$ |
216,413 |
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| Intercompany receivable |
17,549 |
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14,325 |
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| Prepaid expenses and other current assets |
3,699 |
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8,195 |
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| Total current assets |
80,405 |
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238,933 |
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| Other assets: |
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| Investment in subsidiaries |
1,410,004 |
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1,352,389 |
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| Intercompany note receivable |
— |
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20,000 |
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| Other assets, net |
124 |
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— |
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| Total assets |
$ |
1,490,533 |
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$ |
1,611,322 |
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| Liabilities and Shareholders’ Equity |
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| Current Liabilities: |
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| Accounts payable |
$ |
3,545 |
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$ |
455 |
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| Intercompany payable |
64,555 |
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60,566 |
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| Founders advisory fees payable - related party |
4,655 |
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53,547 |
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| Accrued expenses and other current liabilities |
3,672 |
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636 |
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| Total current liabilities |
76,427 |
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115,204 |
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| Founders advisory fees payable - related party |
170,718 |
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312,242 |
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| Redeemable preferred shares |
101,279 |
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96,867 |
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| Redeemable preferred shares - related party |
3,209 |
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3,699 |
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| Total liabilities |
351,633 |
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528,012 |
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| Shareholders’ equity: |
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| Total shareholders’ equity |
1,138,900 |
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1,083,310 |
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| Total liabilities and shareholders’ equity |
$ |
1,490,533 |
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$ |
1,611,322 |
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See accompanying notes to condensed financial statements.
PERIMETER SOLUTIONS, SA
PARENT COMPANY INFORMATION
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands)
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Year Ended December 31, 2022 |
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November 9, 2021 through
December 31, 2021 |
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| Operating expenses: |
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| Selling, general and administrative expense |
$ |
18,471 |
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$ |
2,254 |
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| Founders advisory fees - related party |
(117,302) |
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652,990 |
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| Total operating (income) expense |
(98,831) |
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655,244 |
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| Operating income (loss) |
98,831 |
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(655,244) |
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| Other expenses |
5,267 |
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934 |
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| Income (loss) before undistributed earnings of subsidiaries |
93,564 |
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(656,178) |
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| Undistributed earnings of subsidiaries |
(1,806) |
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(24,279) |
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| Net income (loss) |
91,758 |
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(680,457) |
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| Total comprehensive income (loss) |
$ |
91,758 |
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$ |
(680,457) |
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See accompanying notes to condensed financial statements.
PERIMETER SOLUTIONS, SA
PARENT COMPANY INFORMATION
CONDENSED STATEMENT OF CASH FLOWS
(in thousands)
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Year Ended December 31, 2022 |
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November 9, 2021 through
December 31, 2021 |
| Cash flows from operating activities: |
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| Net income (loss) |
$ |
91,758 |
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$ |
(680,457) |
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| Adjustments to reconcile net income (loss) to net cash used in operating activities |
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| Founders advisory fees - related party (change in accounting fair value) |
(117,302) |
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— |
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| Equity in earnings of subsidiaries |
1,806 |
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24,279 |
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| Interest and payment-in-kind on preferred shares |
5,229 |
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944 |
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| Share-based compensation |
285 |
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1,182 |
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| Share-based compensation - Founders advisory fees - related party (equity settled) |
— |
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287,200 |
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| Changes in operating assets and liabilities, net of acquisitions: |
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| Intercompany receivable |
766 |
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(14,325) |
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| Prepaid expenses and current other assets |
4,496 |
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(8,195) |
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| Accounts payable |
3,090 |
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455 |
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| Accrued expenses and other current liabilities |
1,729 |
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889 |
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| Founders advisory fees - related party (cash settled) |
(53,547) |
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365,789 |
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| Net cash used in operating activities |
(61,690) |
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(22,239) |
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| Cash flows from investing activities: |
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| Purchase of property and equipment |
(124) |
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— |
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| Investment in subsidiaries |
(71,638) |
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(1,209,155) |
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| Intercompany note receivable |
20,000 |
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(20,000) |
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| Net cash used in investing activities |
(51,762) |
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(1,229,155) |
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| Cash flows from financing activities: |
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| Ordinary shares repurchased |
(44,333) |
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— |
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| Proceeds from exercise of warrants |
529 |
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— |
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| Sale of Ordinary Shares issued to Director Subscribers |
— |
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2,000 |
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| Net cash (used in) provided by financing activities |
(43,804) |
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2,000 |
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| Net change in cash and cash equivalents |
(157,256) |
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(1,249,394) |
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| Cash and cash equivalents, beginning of period |
216,413 |
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1,465,807 |
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| Cash and cash equivalents, end of period |
$ |
59,157 |
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$ |
216,413 |
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| Non-cash investing and financing activities: |
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| Liability portion of founders advisory fees - related party reclassified to additional paid in capital |
$ |
19,568 |
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$ |
— |
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| Redeemable preferred shares issued as consideration for business combination |
$ |
— |
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$ |
100,000 |
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| Management Subscribers rollover contribution |
$ |
— |
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$ |
11,048 |
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See accompanying notes to condensed financial statements.
PERIMETER SOLUTIONS, SA
PARENT COMPANY INFORMATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation
The condensed parent-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of the Company exceed 25% of the consolidated net assets of the Company.
Perimeter Solutions, SA, (the “Parent Company”), has no material assets or standalone operations other than its ownership in its consolidated subsidiaries, the redeemable preferred shares described in Notes 7 and 10, the cash from the proceeds of sale of Ordinary Shares described in Note 3, the cash paid on repurchase of Ordinary Shares described in Note 10 and the Founder Advisory Fees described in Notes 11 and 13. Under the terms of the Revolving Credit Facility entered into by the SK Intermediate II, a wholly owned subsidiary of SK Intermediate, which itself is a wholly owned subsidiary of Perimeter Solutions, SA, SK Intermediate II is restricted from making dividends, distributions, or other payments to Perimeter Solutions, SA. As of December 31, 2022, substantially all of the consolidated net assets of SK Intermediate II are considered restricted net assets as defined in Rule 4-08(e)(3) of Regulation S-X.
The accompanying condensed financial statements include the accounts of the Parent Company and, on an equity basis, its direct and indirect subsidiaries and affiliates. Accordingly, these condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, the Parent Company’s investments in subsidiaries are presented under the equity method of accounting. These condensed parent company financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements, with the only exception being that the parent company accounts for its subsidiaries using the equity method. These condensed parent-only financial statements should be read in conjunction with the consolidated financial statements and related notes thereto.
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