Net sales increased 70% year-over-year, with
strong growth in both the Fire Safety and Oil Additives
businesses
Fire Safety Adjusted EBITDA increased in the
seasonally modest first quarter
Oil Additives Adjusted EBITDA increased 97% in
Q1, driven by execution on our operational value drivers
CLAYTON,
Mo., May 9, 2022 /PRNewswire/ -- 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 first quarter ended March
31, 2022.
First Quarter 2022 Results
- Net sales increased 70% to $57.8
million in the first quarter, as compared to $33.9 million in the prior-year quarter.
-
- Fire Safety sales increased 141% to $18.5 million, as compared to $7.7 million in the prior year.
- Oil Additives sales increased 50% to $39.3 million, as compared to $26.3 million in the prior year.
- Net income during the first quarter was $37.8 million, or $0.22 per diluted share, an increase of
$56.3 million from a net loss of
$18.5 million, or $0.35 per diluted share, for the same period of
2021.
- Adjusted EBITDA increased 285% to $12.0
million in the first quarter, as compared to $3.1 million in the prior-year quarter.
-
- Fire Safety Adjusted EBITDA increased $1.3 million to an Adjusted EBITDA loss of
$3.3 million, as compared to an
Adjusted EBITDA loss of $4.6 million
in the prior year.
- Oil Additives Adjusted EBITDA increased 97% to $15.3 million, as compared to $7.8 million in the prior year.
Conference Call and Webcast
As previously announced, Perimeter Solutions management will
hold a conference call at 8:30 a.m. ET on
Monday, May 9, 2022 to discuss financial results for the
first 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://www.perimeter-solutions.com/en/),
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 June 9, 2022.
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 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 Oil Additives 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 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.
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)
|
|
|
Successor
|
|
|
Predecessor
|
|
Three Months
Ended
March 31, 2022
|
|
|
Three Months
Ended
March 31, 2021
|
|
|
|
|
|
Net sales
|
$
57,758
|
|
|
$
33,925
|
Cost of goods
sold
|
44,627
|
|
|
24,974
|
Gross profit
|
13,131
|
|
|
8,951
|
Operating
expenses:
|
|
|
|
|
Selling, general and administrative expense
|
19,808
|
|
|
8,927
|
Amortization expense
|
13,855
|
|
|
13,249
|
Founders advisory fees - related party
|
(59,848)
|
|
|
—
|
Other operating expense
|
196
|
|
|
312
|
Total operating
expenses
|
(25,989)
|
|
|
22,488
|
Operating income
(loss)
|
39,120
|
|
|
(13,537)
|
Other expense
(income):
|
|
|
|
|
Interest expense, net
|
10,496
|
|
|
7,851
|
Unrealized foreign currency loss
|
880
|
|
|
2,798
|
Other expense (income), net
|
165
|
|
|
(274)
|
Total other expense,
net
|
11,541
|
|
|
10,375
|
Income (loss) before
income taxes
|
27,579
|
|
|
(23,912)
|
Income tax
benefit
|
10,232
|
|
|
5,383
|
Net income
(loss)
|
37,811
|
|
|
(18,529)
|
Other comprehensive
income (loss), net of tax:
|
|
|
|
|
Foreign currency translation adjustments
|
126
|
|
|
(966)
|
Total comprehensive
income (loss)
|
$
37,937
|
|
|
$
(19,495)
|
Earning (loss) per
share:
|
|
|
|
|
Basic
|
$
0.24
|
|
|
$
(0.35)
|
Diluted
|
$
0.22
|
|
|
$
(0.35)
|
Weighted average number
of ordinary shares outstanding:
|
|
|
|
|
Basic
|
160,251,199
|
|
|
53,045,510
|
Diluted
|
174,777,232
|
|
|
53,045,510
|
PERIMETER
SOLUTIONS, SA AND SUBSIDIARIES
|
Condensed
Consolidated Balance Sheets
|
(in thousands,
except share and per share data)
|
|
|
March 31, 2022
|
|
December 31,
2021
|
Assets
|
(Unaudited)
|
|
|
Current
assets:
|
|
|
|
Cash and cash equivalents
|
$
153,543
|
|
$
225,554
|
Accounts receivable, net
|
33,331
|
|
24,319
|
Inventories
|
117,515
|
|
110,087
|
Income tax receivable
|
17,935
|
|
816
|
Prepaid expenses and other current assets
|
9,901
|
|
14,161
|
Total current assets
|
332,225
|
|
374,937
|
Property, plant, and
equipment, net
|
60,773
|
|
62,247
|
Goodwill
|
1,042,280
|
|
1,041,325
|
Customer lists,
net
|
743,902
|
|
753,459
|
Technology and patents,
net
|
244,008
|
|
247,368
|
Tradenames,
net
|
98,744
|
|
100,005
|
Other assets
|
1,664
|
|
2,219
|
Total assets
|
$ 2,523,596
|
|
$ 2,581,560
|
Liabilities and Shareholders
Equity
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts payable
|
$
21,258
|
|
$
27,469
|
Accrued expenses and other current liabilities
|
28,542
|
|
19,025
|
Founders advisory fees payable - related party
|
29,503
|
|
53,547
|
Deferred revenue
|
825
|
|
445
|
Total current
liabilities
|
80,128
|
|
100,486
|
Long-term
debt
|
664,410
|
|
664,128
|
Deferred income
taxes
|
304,974
|
|
298,633
|
Founders advisory fees
payable - related party
|
209,109
|
|
312,242
|
Redeemable preferred
shares
|
97,812
|
|
96,867
|
Redeemable preferred
shares - related party
|
3,735
|
|
3,699
|
Other non-current
liabilities
|
22,145
|
|
22,195
|
Total liabilities
|
1,382,313
|
|
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 and
outstanding at March 31, 2022 and
December 31, 2021, respectively
|
163,235
|
|
157,237
|
Additional paid-in capital
|
1,684,071
|
|
1,670,033
|
Accumulated other comprehensive loss
|
(7,009)
|
|
(7,135)
|
Accumulated deficit
|
(699,014)
|
|
(736,825)
|
Total shareholders'
equity
|
1,141,283
|
|
1,083,310
|
Total liabilities and
shareholders' equity
|
$ 2,523,596
|
|
$ 2,581,560
|
PERIMETER
SOLUTIONS, SA AND SUBSIDIARIES
|
Condensed
Consolidated Statements of Cash Flows
|
(in
thousands)
|
(Unaudited)
|
|
|
Successor
|
|
|
Predecessor
|
|
Three Months
Ended
March 31, 2022
|
|
|
Three Months
Ended
March 31, 2021
|
Cash flows from operating
activities:
|
|
|
|
|
Net income
(loss)
|
$
37,811
|
|
|
$
(18,529)
|
Adjustments to
reconcile net income (loss) to net cash used in operating
activities:
|
|
|
|
|
Founders advisory fees - related party (change in accounting
fair value)
|
(59,848)
|
|
|
—
|
Depreciation and amortization expense
|
16,371
|
|
|
15,146
|
Interest and payment-in-kind on preferred shares
|
1,634
|
|
|
—
|
Share-based compensation
|
5,724
|
|
|
—
|
Deferred income taxes
|
6,239
|
|
|
2,183
|
Amortization of deferred financing costs
|
395
|
|
|
811
|
Amortization of acquisition related inventory
step-up
|
9,299
|
|
|
—
|
Changes in operating assets and liabilities, net of
acquisitions:
|
|
|
|
|
Accounts receivable
|
(8,921)
|
|
|
11,513
|
Inventories
|
(16,782)
|
|
|
(10,970)
|
Income tax
receivable
|
(16,150)
|
|
|
(7,551)
|
Prepaid expenses and current
other assets
|
4,164
|
|
|
5,696
|
Other assets
|
599
|
|
|
546
|
Accounts payable
|
(6,143)
|
|
|
6,445
|
Deferred revenue
|
372
|
|
|
(22)
|
Accrued expenses and other
current liabilities
|
7,833
|
|
|
(5,439)
|
Founders advisory fees -
related party (cash settled)
|
(53,547)
|
|
|
—
|
Other liabilities
|
54
|
|
|
(11)
|
Net cash used in
operating activities
|
(70,896)
|
|
|
(182)
|
Cash flows from investing
activities:
|
|
|
|
|
Purchase of property and equipment
|
(1,313)
|
|
|
(1,674)
|
Purchase price adjustment under Business Combination
Agreement
|
(1,638)
|
|
|
—
|
Purchase of businesses, net of cash acquired
|
—
|
|
|
(3,607)
|
Net cash used in investing
activities
|
(2,951)
|
|
|
(5,281)
|
Cash flows from financing
activities:
|
|
|
|
|
Proceeds from exercise of warrants
|
529
|
|
|
—
|
Repayments of long-term debt
|
—
|
|
|
(1,403)
|
Net cash provided by (used in)
financing activities
|
529
|
|
|
(1,403)
|
Effect of foreign currency on
cash and cash equivalents
|
1,307
|
|
|
1,717
|
Net
change in cash and cash equivalents
|
(72,011)
|
|
|
(5,149)
|
Cash and cash
equivalents, beginning of period
|
225,554
|
|
|
22,478
|
Cash and cash
equivalents, end of period
|
$
153,543
|
|
|
$
17,329
|
Supplemental disclosures of cash flow
information:
|
|
|
|
|
Cash paid for interest
|
$
145
|
|
|
$
7,119
|
Cash received for income taxes
|
$
17
|
|
|
$
—
|
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 and on a segment basis.
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 (vi) unrealized foreign currency loss (gain). The
Corporate category includes unallocated costs related to our
corporate headquarter activities. 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, and reconciliations from U.S. GAAP income (loss)
before income taxes, taking into account certain charges and gains
that were recognized during the periods presented (in
thousands).
Consolidated
|
|
Successor
|
|
|
Predecessor
|
(Unaudited)
|
Three Months
Ended
March 31, 2022
|
|
|
Three Months
Ended
March 31, 2021
|
Income (loss) before
income taxes
|
$
27,579
|
|
|
$
(23,912)
|
Depreciation and amortization
|
16,371
|
|
|
15,146
|
Interest and financing expense
|
10,496
|
|
|
7,851
|
Founders advisory fees - related party
|
(59,848)
|
|
|
—
|
Transaction expenses 1
|
1,476
|
|
|
290
|
Share-based compensation expense
|
5,724
|
|
|
—
|
Non-cash purchase accounting impact 2
|
9,299
|
|
|
—
|
Management fees 3
|
—
|
|
|
312
|
Contingent future payments 4
|
—
|
|
|
625
|
Unrealized foreign currency loss
|
880
|
|
|
2,798
|
Adjusted
EBITDA
|
$
11,977
|
|
|
$
3,110
|
Net sales
|
$
57,758
|
|
|
$
33,925
|
|
|
|
|
|
Operating
Segments
|
|
Fire
Safety
|
|
Successor
|
|
|
Predecessor
|
(Unaudited)
|
Three Months
Ended
March 31, 2022
|
|
|
Three Months
Ended
March 31, 2021
|
Loss before income
taxes
|
$
(38,425)
|
|
|
$
(24,412)
|
Depreciation and amortization
|
12,778
|
|
|
10,738
|
Interest and financing expense
|
8,395
|
|
|
7,175
|
Transaction expenses 1
|
925
|
|
|
290
|
Share-based compensation expense
|
3,630
|
|
|
—
|
Non-cash purchase accounting impact 2
|
9,299
|
|
|
—
|
Management fees 3
|
—
|
|
|
312
|
Contingent future payments 4
|
—
|
|
|
625
|
Unrealized foreign currency loss
|
64
|
|
|
626
|
Adjusted
EBITDA
|
$
(3,334)
|
|
|
$
(4,646)
|
Net sales
|
$
18,470
|
|
|
$
7,650
|
|
Oil
Additives
|
|
Successor
|
|
|
Predecessor
|
(Unaudited)
|
Three Months
Ended
March 31, 2022
|
|
|
Three Months
Ended
March 31, 2021
|
Income before income
taxes
|
$
7,889
|
|
|
$
500
|
Depreciation and amortization
|
3,593
|
|
|
4,408
|
Interest and financing expense
|
468
|
|
|
676
|
Transaction expenses 1
|
551
|
|
|
—
|
Share-based compensation expense
|
1,994
|
|
|
—
|
Unrealized foreign currency loss
|
816
|
|
|
2,172
|
Adjusted
EBITDA
|
$
15,311
|
|
|
$
7,756
|
Net sales
|
$
39,288
|
|
|
$
26,275
|
|
|
|
|
|
Corporate
|
|
Successor
|
|
|
|
(Unaudited)
|
Three Months
Ended
March 31, 2022
|
|
|
|
Income before income
taxes
|
$
58,115
|
|
|
|
Interest and financing expense
|
1,633
|
|
|
|
Founders advisory fees - related party
|
(59,848)
|
|
|
|
Share-based compensation expense
|
100
|
|
|
|
Adjusted
EBITDA
|
$
—
|
|
|
|
|
____________________
|
(1)
|
Adjustment to reflect
non-recurring professional fees and financing costs incurred
related to business combination with Perimeter
Solutions.
|
(2)
|
Represents the non-cash
impact of purchase accounting on the cost of inventory sold. 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.
|
(4)
|
Adjustment to reflect
deferred consideration paid with respect to a 2019
acquisition.
|
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SOURCE Perimeter Solutions