FALSE000188031900018803192024-08-012024-08-010001880319us-gaap:CommonStockMember2024-08-012024-08-010001880319us-gaap:WarrantMember2024-08-012024-08-01

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 1, 2024
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 1, 2024, Perimeter Solutions, SA issued a press release announcing its financial results for its fiscal quarter ended June 30, 2024. 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.
Exhibit
No.
 Description
 
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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 1, 2024
By:/s/ Kyle Sable
Kyle Sable
Chief Financial Officer






Exhibit 99.1
Perimeter Solutions Reports Second Quarter 2024 Financial Results
August 1, 2024
Strong Q2 and YTD financial results in both Fire Safety and Specialty Products
Improvements driven by rigorous operational value drivers implementation, as well as supportive demand backdrops, in both businesses
Actively supporting our customers' life-saving missions during the 2024 fire season
Clayton, Missouri, August 1, 2024 – Perimeter Solutions, SA (NYSE: PRM) ("Perimeter" or the "Company"), a leading provider of mission-critical firefighting products and services, as well as high-quality phosphorus-based specialty chemicals, today reported financial results for its second quarter ended June 30, 2024.
Second Quarter 2024 Results
•Net sales increased 67% to $127.3 million in the second quarter, as compared to $76.1 million in the prior year quarter.
•Fire Safety sales increased 85% to $98.5 million, as compared to $53.1 million in the prior year quarter.
•Specialty Products sales increased 25% to $28.7 million, as compared to $23.0 million in the prior year quarter.
•Net Income during the second quarter was $21.7 million, or $0.14 per diluted share, a decrease of $30.3 million from net income of $52.0 million, or $0.31 per diluted share in the prior year quarter.
•Adjusted EBITDA increased 209% to $64.9 million in the second quarter, as compared to $21.0 million in the prior year quarter.
•Fire Safety Adjusted EBITDA increased 237% to $55.6 million, as compared to $16.5 million in the prior year quarter.
•Specialty Products Adjusted EBITDA increased 108% to $9.3 million, as compared to $4.5 million in the prior year quarter.
Year-to-Date 2024 Results
•Net sales increased 55% to $186.3 million during the year-to-date period, as compared to $120.0 million in the prior-year period.
•Fire Safety sales increased 72% to $123.7 million, as compared to $71.9 million in the prior year period.
•Specialty Products sales increased 30% to $62.6 million, as compared to $48.1 million in the prior year period.
•Net loss during the year-to-date period was $60.9 million, or $0.42 per diluted share, an increase of $122.3 million from a net income of $61.4 million, or $0.36 per diluted share in the prior year period.
•Adjusted EBITDA increased 220% to $77.0 million in the year-to-date period, as compared to $24.1 million in the prior year period.
•Fire Safety Adjusted EBITDA increased 321% to $55.4 million, as compared to $13.2 million in the prior year period.
•Specialty Products Adjusted EBITDA increased 98% to $21.6 million, as compared to $10.9 million in the prior year period.






Conference Call and Webcast
As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Thursday, August 1, 2024 to discuss financial results for the second 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 August 31, 2024.
About Perimeter Solutions
Perimeter Solutions is a leading global solutions provider, providing high-quality firefighting products and phosphorus-based 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 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, 2023 filed with the SEC on February 22, 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, SA.
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)
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net sales$127,276 $76,137 $186,320 $119,995 
Cost of goods sold54,009 46,811 92,351 80,271 
Gross profit73,267 29,326 93,969 39,724 
Operating expenses:
Selling, general and administrative expense13,906 12,226 27,368 20,243 
Amortization expense13,755 13,771 27,526 27,534 
Founders advisory fees - related party588 (60,026)68,921 (84,262)
Other operating expense— 8 — 10 
Total operating expenses28,249 (34,021)123,815 (36,475)
Operating income (loss) 45,018 63,347 (29,846)76,199 
Other expense (income):
Interest expense, net10,590 10,344 21,238 20,490 
Loss on contingent earn-out— 146 — 392 
Foreign currency loss (gain)224 93 1,517 (628)
Other expense, net74 17 101 89 
Total other expense, net10,888 10,600 22,856 20,343 
Income (loss) before income taxes34,130 52,747 (52,702)55,856 
Income tax (expense) benefit (12,480)(733)(8,206)5,589 
Net income (loss)21,650 52,014 (60,908)61,445 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments(989)2,215 (6,532)3,808 
Total comprehensive income (loss) $20,661 $54,229 $(67,440)$65,253 
Earnings (loss) per share:
Basic$0.15 $0.33 $(0.42)$0.39 
Diluted$0.14 $0.31 $(0.42)$0.36 
Weighted average number of ordinary shares outstanding:
Basic145,236,526 156,525,006 145,279,938 157,109,418 
Diluted154,664,770 168,310,311 145,279,938 168,894,723 







PERIMETER SOLUTIONS, SA AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
 June 30, 2024December 31, 2023
Assets(Unaudited)
Current assets:
Cash and cash equivalents$43,162 $47,276 
Accounts receivable, net96,321 39,593 
Inventories142,172 145,652 
Prepaid expenses and other current assets13,662 18,493 
Total current assets295,317 251,014 
Property, plant, and equipment, net59,369 59,402 
Operating lease right-of-use assets15,446 16,339 
Finance lease right-of-use assets6,553 6,064 
Goodwill1,030,180 1,036,279 
Customer lists, net 653,472 674,786 
Technology and patents, net173,456 180,653 
Tradenames, net86,745 89,568 
Other assets, net1,092 1,317 
Total assets$2,321,630 $2,315,422 
Liabilities and Shareholders Equity
Current liabilities:
Accounts payable$21,805 $21,639 
Accrued expenses and other current liabilities42,991 30,710 
Founders advisory fees payable - related party9,129 2,702 
Deferred revenue7,927 — 
Total current liabilities81,852 55,051 
Long-term debt, net667,125 666,494 
Operating lease liabilities, net of current portion14,068 14,908 
Finance lease liabilities, net of current portion6,063 5,547 
Deferred income taxes247,809 253,454 
Founders advisory fees payable - related party 116,708 56,917 
Redeemable preferred shares107,862 105,799 
Redeemable preferred shares - related party2,818 2,764 
Other liabilities2,151 2,193 
Total liabilities1,246,456 1,163,127 
Commitments and contingencies
Shareholders' equity:
Ordinary shares, $1 nominal value per share, 4,000,000,000 shares authorized; 166,824,659 and 165,066,195 shares issued; 145,221,577 and 146,451,005 shares outstanding at June 30, 2024 and December 31, 2023, respectively
166,825 165,067 
Treasury shares, at cost; 21,603,082 and 18,615,190 shares at June 30, 2024 and December 31, 2023, respectively
(127,824)(113,407)
Additional paid-in capital1,704,141 1,701,163 
Accumulated other comprehensive loss(26,242)(19,710)
Accumulated deficit(641,726)(580,818)
Total shareholders' equity1,075,174 1,152,295 
Total liabilities and shareholders' equity$2,321,630 $2,315,422 






PERIMETER SOLUTIONS, SA AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Six Months Ended June 30, 2024
20242023
Cash flows from operating activities:
Net (loss) income$(60,908)$61,445 
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Founders advisory fees - related party (change in fair value)68,921 (84,262)
Depreciation and amortization expense32,771 32,217 
Interest and payment-in-kind on preferred shares3,528 3,396 
Share-based compensation4,736 (1,879)
Non-cash lease expense2,622 2,271 
Deferred income taxes(4,756)(11,076)
Amortization of deferred financing costs856 824 
Loss on contingent earn-out— 392 
 Foreign currency loss (gain) 1,517 (628)
Loss on disposal of assets9 20 
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable(57,319)(35,640)
Inventories2,681 (19,963)
Prepaid expenses and current other assets(126)1,260 
Accounts payable277 (4,744)
Deferred revenue7,927 2,653 
Income taxes payable, net8,635 (10,479)
Accrued expenses and other current liabilities5,237 (1,805)
Founders advisory fees - related party (cash settled)(2,702)(4,655)
Operating lease liabilities(1,629)(2,263)
Financing lease liabilities(262)(67)
Other, net(597)47 
Net cash provided by (used in) operating activities11,418 (72,936)
Cash flows from investing activities:
Purchase of property and equipment(5,196)(4,375)
Proceeds from short-term investments5,383 — 
Net cash provided by (used in) investing activities187 (4,375)
Cash flows from financing activities:
Ordinary shares repurchased(14,417)(27,212)
Principal payments on finance lease obligations(367)(103)
Net cash used in financing activities(14,784)(27,315)
Effect of foreign currency on cash and cash equivalents(935)(6)
Net change in cash and cash equivalents(4,114)(104,632)
Cash and cash equivalents, beginning of period47,276 126,750 
Cash and cash equivalents, end of period$43,162 $22,118 
Supplemental disclosures of cash flow information:
Cash paid for interest$17,153 $17,153 
Cash paid for income taxes$4,448 $18,317 








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) severance costs, and integration and restructuring related costs (ii) founder advisory fee expenses, (iii) stock compensation expense and (iv) 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-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,Six Months Ended June 30,
2024202320242023
Income (loss) before income taxes$34,130 $52,747 $(52,702)$55,856 
Depreciation and amortization16,359 16,130 32,771 32,217 
Interest and financing expense10,590 10,344 21,238 20,490 
Founders advisory fees - related party588 (60,026)68,921 (84,262)
Non-recurring expenses 1
23 361 563 1,920 
Share-based compensation expense2,994 1,195 4,736 (1,879)
Loss on contingent earn-out— 146 — 392 
Foreign currency loss 224 93 1,517 (628)
Adjusted EBITDA$64,908 $20,990 $77,044 $24,106 
____________________

(1)Adjustment to reflect non-recurring expenses; severance costs, and integration and restructuring related costs.

v3.24.2.u1
Cover Page
Aug. 01, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 01, 2024
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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