CLAYTON, Miss., Dec. 14, 2021 /PRNewswire/ -- Perimeter
Solutions, SA (NYSE: PRM) ("Perimeter" or the "Company"), a global
solutions provider for the fire safety and oil additives
industries, today reported financial results for its third quarter
ended September 30, 2021.
"We are delighted to share our first financial results as a
public company," said CEO Edward
Goldberg. "Our revenue and Adjusted EBITDA grew double
digits, in Fire Safety, in both the third quarter and year-to-date
periods. Most importantly, we delivered on our commitment to
support our customers efforts, 100% of the time, to save lives,
property, and the environment. In addition, we successfully
qualified and launched Phos-Chek Fortify, our new durable retardant
product designed for the Prevention and Protection market. We
believe Fortify is a game changer, providing season long protection
for both fire prevention and fire protection." Mr. Goldberg added
"Oil Additives Adjusted EBITDA declined in the third quarter,
primarily due to higher material and transportation costs during
the period. We fully expect to pass through these costs, with
margin recovery already underway in the fourth quarter, and our
expectations for the segment unchanged."
Third Quarter 2021 Results
-
Net sales increased 12% to $195.4 million during the third quarter,
as compared to $174.3 million in the prior-year
quarter.
-
- Fire
Safety sales increased 14% to $172.4 million, as compared to $151.1 million in
the prior year.
- Oil
Additives sales decreased 1% to $23.0 million, as compared to $23.2 million in
the prior year.
- Net income during the third quarter was $52.0 million, or $0.98 per share, a decline of $0.6 million from $52.6
million, or $0.99 per share,
for the same period of 2020.
- Adjusted EBITDA increased 9% to $100.4 million during the third quarter,
as compared to $92.2 million in the prior-year
quarter.
-
- Fire Safety Adjusted EBITDA increased 13% to
$97.9 million, as compared to $86.6 million in
the prior year.
- Oil Additives Adjusted EBITDA decreased 55% to
$2.5 million, as compared to $5.6 million in
the prior year.
Year-to-Date Results
-
Net sales increased 12% to $316.5 million during the year-to-date
period,
as compared to $283.8 million in the prior-year
period.
-
- Fire
Safety sales increased 11% to $237.3 million, as compared to $213.9 million in
the prior year.
- Oil
Additives sales increased 13% to $79.2 million, as compared to $69.8 million in
the prior year.
- Net income during the year-to-date period
was $29.6 million, or $0.56 per share, a
decline of $0.9 million from
$30.5 million, or $0.58 per share, for the same period of 2020.
- Adjusted EBITDA increased 12% to $134.6
million during the year-to-date period,
as compared to $120.0 million in the prior-year
period.
-
- Fire Safety Adjusted EBITDA increased 13% to $116.7 million, as compared to $102.8 million in the prior year.
- Oil Additives Adjusted EBITDA increased 4% to
$17.9 million, as compared to $17.2 million in
the prior year.
Conference Call and Webcast
Perimeter management will hold a conference call at 8:30 a.m.
EDT on Tuesday, December 14, 2021 to
discuss third quarter 2021 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 link. The webcast link will
be made available on the Company's website prior to the start of
the call within the News & Events section of the Investor
Relations website.
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 January 13, 2022.
About Perimeter
Perimeter is a leading global solutions provider for the fire
safety and oil additives industries. The Fire Safety business 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 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. Our wildfire retardant
products are the only qualified products for use by the USDA Forest
Service.
Perimeter's Oil Additives business provides high quality P2S5
primarily used in the preparation of ZDDP-based lubricant additives
for critical engine anti-wear solutions. P2S5 is also used in
pesticide and mining chemicals applications.
Forward-looking Information
Certain statements contained in this news release, as well as
other information provided from time to time by Perimeter
Solutions, SA. or its employees, may contain forward-looking
statements that involve risks and uncertainties that could cause
actual results to differ materially from those in the
forward-looking statements. Forward-looking statements give
Perimeter's current expectations and projections relating to the
Company's financial condition, results of operations, plans,
objectives, future performance and business. You can identify
forward-looking statements by the fact that they do not relate
strictly to historical or current facts. These statements may
include words such as "anticipate," "estimate," "expect,"
"forecast," "project," "plan," "intend," "believe," "confident,"
"may," "should," "can have," "likely," "future," "optimistic" and
other words and terms of similar meaning in connection with any
discussion of the timing or nature of future operating or financial
performance or other events.
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 discussed within the Risk
Factors section of the Form 10-Q for the period ended September 30, 2021. Stockholders, potential
investors and other readers should consider these factors carefully
in evaluating the forward-looking statements.
Should one or more of the risk factors or uncertainties
materialize, Perimeter's actual results may vary in material
respects from those projected in any forward-looking
statements. In the current environment, some of the risk factors
have materialized and may or will continue to be impacted by
the COVID-19 pandemic, which may cause actual results to vary from these 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
SK INVICTUS
INTERMEDIATE, S. À R.L. AND SUBSIDIARIES
Condensed Consolidated Statement of Income and Comprehensive
Income
|
|
(in thousands,
except share and per share data)
|
|
|
Three Months
Ended
September 30,
|
Nine Months
Ended
September 30,
|
|
2021
|
2020
|
2021
|
2020
|
|
(unaudited)
|
(unaudited)
|
Net sales
|
$
195,414
|
$
174,259
|
$
316,460
|
$
283,758
|
Cost of goods
sold
|
86,081
|
76,264
|
159,895
|
145,704
|
Gross
profit
|
109,333
|
97,995
|
156,565
|
138,054
|
Operating
expenses:
|
|
|
|
|
Selling, general, and
administrative
|
15,333
|
8,845
|
42,544
|
26,579
|
Amortization
expense
|
13,276
|
12,836
|
39,818
|
38,264
|
Other operating
expense
|
313
|
360
|
1,066
|
1,051
|
Total operating
expenses
|
28,922
|
22,041
|
83,428
|
65,894
|
Operating
income
|
80,411
|
75,954
|
73,137
|
72,160
|
Other
expense:
|
|
|
|
|
Interest
expense—net
|
8,065
|
9,244
|
23,951
|
33,494
|
Loss on contingent
earnout
|
—
|
—
|
2,763
|
—
|
Unrealized foreign
currency (gain) loss
|
1,634
|
(2,615)
|
3,892
|
(2,768)
|
Other (income)
expense—net
|
66
|
(271)
|
(252)
|
(351)
|
Total other expenses,
net
|
9,765
|
6,358
|
30,354
|
30,375
|
Income before income
taxes
|
70,646
|
69,596
|
42,783
|
41,785
|
Income tax
expense
|
(18,637)
|
(16,966)
|
(13,151)
|
(11,242)
|
Net income
|
52,009
|
52,630
|
29,632
|
30,543
|
Other comprehensive
income:
|
|
|
|
|
Foreign translation
adjustments
|
(2,020)
|
2,209
|
(2,424)
|
(1,234)
|
Total comprehensive
income
|
$
49,989
|
$
54,839
|
$
27,208
|
$
29,309
|
|
|
|
|
|
Net income per
share:
|
|
|
|
|
Basic
|
$
0.98
|
$
0.99
|
$
0.56
|
$
0.58
|
Diluted
|
$
0.98
|
$
0.99
|
$
0.56
|
$
0.58
|
Weighted-average
shares used in computing net income per share:
|
|
|
|
|
Basic
|
53,045,510
|
53,045,510
|
53,045,510
|
53,045,510
|
Diluted
|
53,045,510
|
53,045,510
|
53,045,510
|
53,045,510
|
SK INVICTUS
INTERMEDIATE, S. À R.L. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
|
|
|
As of
September 30, 2021
|
As of
December 31, 2020
|
|
(unaudited)
|
|
Assets
|
|
|
Current
assets:
|
|
|
Cash and cash
equivalents
|
$
39,581
|
$
22,478
|
Accounts receivable,
net of allowance for doubtful accounts
of $987 and $1,044 as of September 30, 2021 and
December 31, 2020, respectively
|
97,107
|
28,896
|
Inventories
(1)
|
64,792
|
58,784
|
Income tax
receivable
|
—
|
11,457
|
Prepaid expenses and
other current assets
|
7,973
|
11,406
|
Total current
assets
|
209,453
|
133,021
|
Property, plant, and
equipment—net
|
48,496
|
48,235
|
Goodwill
|
486,375
|
482,041
|
Customer
lists—net
|
271,390
|
304,308
|
Existing technology
and patents—net
|
126,967
|
135,928
|
Other intangible
assets—net
|
33,232
|
33,464
|
Other
assets
|
863
|
1,209
|
Total
assets
|
$
1,176,776
|
$
1,138,206
|
Liabilities and
Shareholders' Equity
|
|
|
Current
liabilities:
|
|
|
Current portion of
long-term debt, net of unamortized debt issuance costs
|
$
5,610
|
$
6,723
|
Accounts
payable
|
22,840
|
9,869
|
Deferred
revenue
|
1,117
|
286
|
Accrued expenses and
other current liabilities
|
21,296
|
16,045
|
Total current
liabilities
|
50,863
|
32,923
|
Long-term debt, less
current portion, net of unamortized debt issuance costs
|
679,540
|
680,548
|
Deferred income
taxes
|
106,792
|
112,162
|
Other
liabilities
|
20,951
|
21,151
|
Total
liabilities
|
$
858,146
|
$
846,784
|
Commitments and
contingencies
|
|
|
Shareholders'
equity:
|
|
|
Common stock, $1 par
value per share; 53,045,510 shares
authorized as of September 30, 2021 and December 31,
2020; 53,045,510 shares issued and outstanding as of
September 30, 2021 and December 31, 2020
|
53,046
|
53,046
|
Additional paid-in
capital
|
289,344
|
289,344
|
Accumulated other
comprehensive loss
|
(5,598)
|
(3,174)
|
Accumulated
deficit
|
(18,162)
|
(47,794)
|
Total shareholders'
equity
|
318,630
|
291,422
|
Total liabilities and
shareholders' equity
|
$
1,176,776
|
$
1,138,206
|
|
|
(1)
|
Amounts include $542
and $2,505 of inventory purchased from the former owners of the
original Invictus business as of September 30, 2021 and December
31, 2020, respectively.
|
SK INVICTUS
INTERMEDIATE, S. À R.L. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
|
|
|
As of
September 30, 2021
|
As of
September 30, 2020
|
|
(unaudited)
|
Cash flows from
operating activities:
|
|
|
Net income
|
$
29,632
|
$
30,543
|
Adjustments to
reconcile net income to net cash provided by (used in) operating
activities:
|
|
|
Depreciation and amortization expense
|
45,593
|
43,371
|
Deferred income
taxes
|
(5,195)
|
(6,884)
|
Amortization of
deferred financing costs
|
2,432
|
2,649
|
Loss on contingent
earnout
|
2,763
|
—
|
Changes in operating
assets and liabilities, net of acquisitions:
|
|
|
Accounts
receivable
|
(68,211)
|
(65,763)
|
Inventories
|
(5,554)
|
15,529
|
Income tax
receivable
|
11,457
|
6,528
|
Prepaid expenses and
other current assets
|
3,104
|
(2,490)
|
Other
assets
|
346
|
592
|
Accounts
payable,
|
12,971
|
(1,613)
|
Deferred
revenue
|
831
|
831
|
Accrued expenses and
other current liabilities
|
2,448
|
7,831
|
Other
liabilities
|
(200)
|
576
|
Net cash
provided by operating activities
|
32,417
|
31,700
|
Cash flows from
investing activities:
|
|
|
Purchase of property
and equipment
|
(5,149)
|
(5,695)
|
Purchase of
businesses, net of cash acquired
|
(7,464)
|
(1,970)
|
Net cash used in
investing activities
|
(12,613)
|
(7,665)
|
Cash flows from
financing activities:
|
|
|
Proceeds from
revolving credit facility
|
19,500
|
72,100
|
Repayments of
revolving credit facility
|
(19,500)
|
(93,700)
|
Repayment of long-term
debt
|
(4,211)
|
(4,208)
|
Net cash used in
financing activities
|
(4,211)
|
(25,808)
|
Effect of foreign
currency on cash and cash equivalents
|
1,510
|
(3,381)
|
Net change in cash
and cash equivalents
|
17,103
|
(5,154)
|
Cash and cash
equivalents at the beginning of year
|
22,478
|
9,822
|
Cash and cash
equivalents at the end of year
|
$
39,581
|
$
4,668
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
Cash paid for
interest
|
$
21,502
|
$
37,877
|
Cash paid for income
taxes
|
7,092
|
4,885
|
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 may include
operational restructuring charges, unrealized loss (gain) on
foreign currency translation, loss on contingent earnout, deferred
future payments, and other non-recurring or non-operational items.
Management fees also are excluded from the Company's calculation of
adjusted EBITDA as these fees relate 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
on strategic and other non-operational matters and do not represent
expenses incurred in the normal course of our operations. Adjusted
EBITDA margin is defined as adjusted EBITDA divided by sales. To
supplement the Company's condensed consolidated financial
statements presented in accordance with U.S. GAAP, Perimeter
provides a summary to show the computation of adjusted EBITDA, and
reconciliation to net income, taking into account certain charges
and gains that were recognized during the periods presented.
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|
2021
|
2020
|
2021
|
2020
|
Net income
|
$
52,009
|
$
52,630
|
$
29,632
|
$
30,543
|
Income tax
expense
|
18,637
|
16,966
|
13,151
|
11,242
|
Depreciation and
amortization
|
15,212
|
14,592
|
45,593
|
43,371
|
Interest and financing
expense
|
8,065
|
9,244
|
23,951
|
33,494
|
Restructuring charges
(a)
|
3,855
|
445
|
12,805
|
690
|
Loss on contingent
earnout (b)
|
—
|
—
|
2,763
|
—
|
Management fees
(c)
|
313
|
344
|
937
|
969
|
Deferred future
payments (d)
|
625
|
625
|
1,875
|
2,500
|
Unrealized foreign
currency (gain)
loss
|
1,634
|
(2,615)
|
3,892
|
(2,768)
|
Adjusted
EBITDA
|
$
100,350
|
$
92,231
|
$
134,599
|
$
120,041
|
Net Sales
|
$
195,414
|
$
174,259
|
$
316,460
|
$
283,758
|
Adjusted EBITDA
margin
|
51%
|
53%
|
43%
|
42%
|
|
|
(a)
|
Adjustment to reflect
non-recurring expenses incurred related to business combination
with Perimeter Solutions.
|
(b)
|
Adjustment to reflect
changes in contingent consideration to prior owners of LaderaTech,
an acquired business in 2020.
|
(c)
|
Adjustment to reflect
fees pertaining to 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 on strategic and
other non-operational matters which do not represent expenses
incurred in the normal course of our operations.
|
(d)
|
Adjustment to reflect
deferred compensation resulting from the Ironman Acquisition in
2019.
|
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SOURCE Perimeter Solutions