FALSE000188031900018803192023-08-032023-08-030001880319us-gaap:CommonStockMember2023-08-032023-08-030001880319us-gaap:WarrantMember2023-08-032023-08-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 3, 2023
PERIMETER SOLUTIONS, SA
(Exact name of registrant as specified in its charter)
Grand Duchy of Luxembourg 001-41027 98-1632942
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS. Employer
Identification No.)
12E rue Guillaume Kroll, L-1882 Luxembourg
Grand Duchy of Luxembourg
352 2668 62-1
(Address of principal executive offices, including zip code)
(314) 396-7343
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Ordinary Shares, nominal value $1.00 per share PRM New York Stock Exchange
Warrants for Ordinary SharesPRMFFOTC Markets Group Inc.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02     Results of Operations and Financial Condition.
On August 3, 2023, Perimeter Solutions, SA issued a press release announcing its financial results for its fiscal quarter ended June 30, 2023. A copy of the press release is furnished as Exhibit 99.1.
The information furnished under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01     Financial Statements and Exhibits
(d)Exhibits
The following exhibit is being furnished as part of this Current Report on Form 8-K.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Perimeter Solutions, SA
Date: August 3, 2023
By:/s/ Charles Kropp
Charles Kropp
Chief Financial Officer






Exhibit 99.1
Perimeter Solutions Reports Second Quarter 2023 Financial Results
August 3, 2023
Fire Safety results down YoY, though significantly outperform the 70% YTD decline in U.S. acres burned ex-Alaska
International retardant markets, and global Suppressants business, continue their strong performance
Specialty Products fundamentals solid despite a continued weak end-market
Over $26 million in share repurchases in Q2 2023
Clayton, Missouri, August 3, 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 specialty chemicals, today reported financial results for its second quarter ended June 30, 2023.
Second Quarter 2023 Results
•Net sales decreased 25% to $76.1 million in the second quarter, as compared to $101.0 million in the prior-year quarter.
•Fire Safety sales decreased 20% to $53.1 million, as compared to $66.6 million in the prior-year quarter.
•Specialty Products sales decreased 33% to $23.0 million, as compared to $34.4 million in the prior-year quarter.
•Net income during the second quarter was $52.0 million, or $0.31 per diluted share, an increase of $43.1 million from $8.9 million, or $0.05 per diluted share in the prior year quarter.
•Adjusted EBITDA decreased 41% to $21.0 million in the second quarter, as compared to $35.7 million in the prior-year quarter.
•Fire Safety Adjusted EBITDA decreased 32% to $16.5 million, as compared to $24.2 million in the prior-year quarter.
•Specialty Products Adjusted EBITDA decreased 61% to $4.5 million, as compared to $11.5 million in the prior-year quarter.
Year-to-Date 2023 Results
•Net sales decreased 24% to $120.0 million during the year-to-date period, as compared to $158.7 million in the prior-year period.
•Fire Safety sales decreased 15% to $71.9 million, as compared to $85.0 million in the prior year period.
•Specialty Products sales decreased 35% to $48.1 million, as compared to $73.7 million in the prior year period.
•Net income during the year-to-date period was $61.4 million, or $0.36 per diluted share, an increase of $15.6 million from $45.9 million, or $0.26 per diluted share in the prior year period.
•Adjusted EBITDA decreased 49% to $24.1 million in the year-to-date period, as compared to $47.7 million in the prior year period.
•Fire Safety Adjusted EBITDA decreased 37% to $13.2 million, as compared to $20.9 million in the prior year period.
•Specialty Products Adjusted EBITDA decreased 59% to $10.9 million, as compared to $26.8 million in the prior year period.
CEO Haitham Khouri commented: "Our key end-markets, in both our Fire Safety and Specialty Products businesses, were slow in the second quarter. Both our businesses significantly outperformed their end-markets, however, due primarily to successful implementation of our value-driver initiatives. We’re particularly pleased with the continued strong results in our global suppressants businesses, as well as in our international retardant markets."







Conference Call and Webcast
As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Thursday, August 3, 2023 to discuss financial results for the second quarter 2023. 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 September 2, 2023.
About Perimeter Solutions
Perimeter Solutions is a leading global solutions provider, providing high-quality firefighting products and specialty chemicals. The Company's business is organized and managed in two reporting segments: Fire Safety and Specialty Products.
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 specialty chemicals, 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, 2022 filed with the SEC on March 1, 2023. 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, SA.
CONTACT: ir@perimeter-solutions.com






PERIMETER SOLUTIONS, SA AND SUBSIDIARIES
Condensed Consolidated Statements of Operations and Comprehensive Income
(in thousands, except share and per share data)
(Unaudited)
 Three Months Ended June 30, 2023Three Months Ended June 30, 2022Six Months Ended June 30, 2023Six Months Ended June 30, 2022
Net sales$76,137 $100,965 $119,995 $158,723 
Cost of goods sold44,140 72,050 75,152 113,393 
Gross profit31,997 28,915 44,843 45,330 
Operating expenses:
Selling, general and administrative expense14,897 19,679 25,362 38,833 
Amortization expense13,771 13,802 27,534 27,657 
Founders advisory fees - related party(60,026)(20,465)(84,262)(80,313)
Other operating expense8 260 10 456 
Total operating expenses(31,350)13,276 (31,356)(13,367)
Operating income63,347 15,639 76,199 58,697 
Other expense (income):
Interest expense, net10,344 12,142 20,490 22,638 
Loss (gain) on contingent earn-out146 (9,398)392 (9,398)
Unrealized foreign currency loss (gain)93 3,156 (628)4,036 
Other expense (income), net17 (200)89 (35)
Total other expense, net10,600 5,700 20,343 17,241 
Income before income taxes52,747 9,939 55,856 41,456 
Income tax (expense) benefit(733)(1,012)5,589 4,434 
Net income52,014 8,927 61,445 45,890 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments2,215 (16,371)3,808 (16,245)
Total comprehensive income (loss)$54,229 $(7,444)$65,253 $29,645 
Earnings per share:
Basic$0.33 $0.05 $0.39 $0.28 
Diluted$0.31 $0.05 $0.36 $0.26 
Weighted average number of ordinary shares outstanding:
Basic156,525,006 162,917,478 157,109,418 161,591,704 
Diluted168,310,311 177,059,844 168,894,723 175,734,070 






PERIMETER SOLUTIONS, SA AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
 June 30, 2023December 31, 2022
Assets(Unaudited)
Current assets:
Cash and cash equivalents$22,118 $126,750 
Accounts receivable, net62,635 26,646 
Inventories163,122 142,961 
Income tax receivable3,415 214 
Prepaid expenses and other current assets10,721 11,951 
Total current assets262,011 308,522 
Property, plant, and equipment, net58,844 58,846 
Operating lease right-of-use assets14,946 18,582 
Finance lease right-of-use assets, net4,811 — 
Goodwill1,033,642 1,031,460 
Customer lists, net 692,965 710,329 
Technology and patents, net227,169 232,818 
Tradenames, net91,986 94,293 
Other assets1,542 1,766 
Total assets$2,387,916 $2,456,616 
Liabilities and Shareholders Equity
Current liabilities:
Accounts payable$32,174 $36,794 
Accrued expenses and other current liabilities24,655 32,705 
Founders advisory fees payable - related party6,945 4,655 
Deferred revenue2,653 — 
Total current liabilities66,427 74,154 
Long-term debt665,879 665,280 
Operating lease liabilities, net of current portion12,655 15,484 
Finance lease liabilities, net of current portion4,349 — 
Deferred income taxes267,722 278,270 
Founders advisory fees payable - related party 79,511 170,718 
Redeemable preferred shares103,775 101,279 
Redeemable preferred shares - related party2,751 3,209 
Other non-current liabilities9,785 9,322 
Total liabilities1,212,854 1,317,716 
Commitments and contingencies
Shareholders' equity:
Ordinary shares, $1 nominal value per share; 4,000,000,000 shares authorized; 165,066,195 and 163,234,542 shares issued; 154,520,833 and 156,797,806 shares outstanding at June 30, 2023 and December 31, 2022, respectively
165,067 163,235 
Treasury shares, at cost; 10,545,362 and 6,436,736 shares at June 30, 2023 and December 31, 2022, respectively
(76,553)(49,341)
Additional paid-in capital1,695,070 1,698,781 
Accumulated other comprehensive loss(21,663)(25,471)
Accumulated deficit(586,859)(648,304)
Total shareholders' equity1,175,062 1,138,900 
Total liabilities and shareholders' equity$2,387,916 $2,456,616 






PERIMETER SOLUTIONS, SA AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Six Months Ended June 30, 2023Six Months Ended June 30, 2022
Cash flows from operating activities:
Net income$61,445 $45,890 
Adjustments to reconcile net income to net cash used in operating activities:
Founders advisory fees - related party (change in accounting fair value)(84,262)(80,313)
Depreciation and amortization expense32,217 33,086 
Interest and payment-in-kind on preferred shares3,396 3,268 
Share-based compensation(1,879)8,396 
Non-cash lease expense2,271 2,642 
Deferred income taxes(11,076)(129)
Amortization of deferred financing costs824 793 
Amortization of acquisition related inventory step-up— 24,138 
Loss (gain) on contingent earn-out392 (9,398)
Unrealized (gain) loss on foreign currency(628)4,036 
Loss on disposal of assets20 9 
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable(35,640)(44,477)
Inventories(19,963)(41,431)
Prepaid expenses1,260 7,301 
Accounts payable(4,744)15,834 
Deferred revenue2,653 4,991 
Income taxes payable, net(10,479)(10,872)
Accrued expenses and other current liabilities(1,805)3,050 
Founders advisory fees - related party (cash settled)(4,655)(53,547)
Operating lease liabilities(2,263)(2,511)
Finance lease liabilities(67)— 
Other liabilities47 (107)
Net cash used in operating activities(72,936)(89,351)
Cash flows from investing activities:
Purchase of property and equipment(4,375)(4,006)
Purchase price adjustment under Business Combination Agreement— (1,638)
Net cash used in investing activities(4,375)(5,644)
Cash flows from financing activities:
Ordinary shares repurchased(27,212)(5,008)
Proceeds from exercise of warrants— 529 
Principal payments on finance lease obligations(103)— 
Net cash used in financing activities(27,315)(4,479)
Effect of foreign currency on cash and cash equivalents(6)(578)
Net change in cash and cash equivalents(104,632)(100,052)
Cash and cash equivalents, beginning of period126,750 225,554 
Cash and cash equivalents, end of period$22,118 $125,502 
Supplemental disclosures of cash flow information:
Cash paid for interest$17,153 $17,919 
Cash paid for income taxes$18,317 $6,572 
Non-cash investing and financing activities:
Liability portion of founders advisory fees - related party reclassified to additional paid in capital$— $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. 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 and (v) unrealized foreign currency loss (gain). 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 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).
(Unaudited)Three Months Ended
June 30, 2023		Three Months Ended
June 30, 2022		Six Months Ended
June 30, 2023		Six Months Ended
June 30, 2022
Income before income taxes$52,747 $9,939 $55,856 $41,456 
Depreciation and amortization16,130 16,715 32,217 33,086 
Interest and financing expense10,344 12,142 20,490 22,638 
Founders advisory fees - related party(60,026)(20,465)(84,262)(80,313)
Non-recurring expenses 1
361 2,144 1,920 3,620 
Share-based compensation expense1,195 3,433 (1,879)8,396 
Non-cash purchase accounting impact 2
— 18,016 — 24,138 
Loss (gain) on contingent earn-out146 (9,398)392 (9,398)
Unrealized foreign currency loss (gain)93 3,156 (628)4,036 
Adjusted EBITDA$20,990 $35,682 $24,106 $47,659 
Net sales$76,137 $100,965 $119,995 $158,723 
____________________

(1)Adjustment to reflect non-recurring expenses; severance costs and fees related to internal audit support.
(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.


v3.23.2
Cover Page
Aug. 03, 2023
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 03, 2023
Entity Registrant Name PERIMETER SOLUTIONS, SA
Entity Incorporation, State or Country Code N4
Entity File Number 001-41027
Entity Tax Identification Number 98-1632942
Entity Address, Address Line One 12E rue Guillaume Kroll
Entity Address, Postal Zip Code L-1882
Entity Address, Country LU
Entity Address, City or Town Grand Duchy of Luxembourg
City Area Code 314
Local Phone Number 396-7343
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001880319
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Ordinary Shares, nominal value $1.00 per share
Trading Symbol PRM
Security Exchange Name NYSE
Warrant  
Document Information [Line Items]  
Title of 12(b) Security Warrants for Ordinary Shares
Trading Symbol PRMFF
Perimeter Solutions (NYSE:PRM)
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