Perimeter Solutions(PRM)

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Perimeter Solutions(PRM) - 2024 Q1 - Quarterly Results
2024-05-09 10:02
Exhibit 99.1 Perimeter Solutions Reports First Quarter 2024 Financial Results May 9, 2024 Notably stronger YoY Fire Safety results in the seasonally modest first quarter Significant rebound in Specialty Products revenue and Adjusted EBITDA Repurchased 3 million shares in Q1 at an average price of $4.79 Clayton, Missouri, May 9, 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 phosphor ...
Perimeter Solutions(PRM) - 2023 Q4 - Earnings Call Presentation
2024-02-23 06:50
Q4 and Full Year 2023 Earnings Call February 22, 2024 2 To supplement the financial measures prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), we have included the following non-GAAP financial information in this presentation: adjusted EBITDA and adjusted EBITDA margin. The reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP can be found in the Appendix to this present ...
Perimeter Solutions(PRM) - 2023 Q4 - Earnings Call Transcript
2024-02-23 06:22
Financial Data and Key Metrics Changes - Fourth quarter consolidated sales were $59.5 million, up 44% year-over-year, while full year 2023 consolidated sales were $322.1 million, down 11% compared to 2022 [19][20] - Fourth quarter consolidated adjusted EBITDA was $11.2 million, up from $2.1 million the prior year, and full year 2023 consolidated adjusted EBITDA was $96.8 million, down 23% versus 2022 [19][20] - The decline in consolidated revenue and adjusted EBITDA was primarily attributed to destock-related volumes in the Specialty Products business [19][20] Business Line Data and Key Metrics Changes - Fire Safety business fourth quarter sales were $35.4 million, up 81% year-over-year, and full year 2023 sales were approximately flat at $225.6 million [39] - Specialty Products business fourth quarter sales were $24.1 million, up 11% year-over-year, but full year 2023 sales were down 28% to $96.6 million [40] - Adjusted EBITDA for Fire Safety in the fourth quarter was $7 million, recovering from a loss of $3.9 million the prior year, while adjusted EBITDA for Specialty Products was $4.2 million, down 30% year-over-year [39][40] Market Data and Key Metrics Changes - The 2023 fire season was mild, with 2.3 million acres burned in the U.S. (excluding Alaska), representing a nearly 50% decrease from 2022 [11] - The weak demand in the Specialty Products business was driven by inventory destocking in the specialty chemical supply chain [12] Company Strategy and Development Direction - The company aims to deliver private equity-like returns with public market liquidity by owning and growing high-quality businesses [7][10] - The company focuses on five economic criteria for evaluating businesses: predictable revenue streams, long-term growth, critical product contributions, significant free cash flow, and potential for consolidation [10] - The company will refrain from providing annual guidance for 2024 and beyond, indicating confidence in future performance in a normalized demand environment [16] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the recovery of demand for products despite the weak market conditions in 2023 [12] - The company believes that the rigorous application of its operational strategy has established a credible base EBITDA even in a soft market [34] - Management emphasized the importance of being vigilant against competition and maintaining high standards in product efficacy and service quality [15][54] Other Important Information - The company repurchased approximately 12.2 million shares in 2023 at an average price of $5.24, with a new $100 million share repurchase authorization approved by the Board [13] - The company ended 2023 with approximately $675 million in senior notes and $47.3 million in cash [20] Q&A Session Summary Question: Is smaller bolt-on M&A still on the menu given the current capital markets? - Management confirmed that small tuck-in M&A is on the table, and larger deals would depend on expected internal rates of return (IRR) compared to share repurchases [24] Question: Can you clarify the performance of the Fire Safety business in Q4? - Management indicated that the performance was roughly split between suppressants and retardants, with improvements driven by international markets and new product introductions [18] Question: What are the indicators for the upcoming fire season? - Management stated that predicting fire seasons in February is challenging, but current indicators do not suggest anything particularly mild or severe [48] Question: How will working capital benefit impact cash flow in 2024? - Management noted that the bulk of inventory is in the Fire Safety business, and the impact on free cash flow will depend on the severity and timing of the fire season [59] Question: How will the U.S. Forest Service's new approach to wildfires affect the business? - Management was not familiar with the report but emphasized that their products have been developed in partnership with customers and have undergone rigorous testing [61]
Perimeter Solutions(PRM) - 2023 Q4 - Annual Report
2024-02-22 15:56
PART I [Item 1. Business](index=7&type=section&id=Item%201.%20Business) PSSA is a global provider of fire safety and specialty products, with operations worldwide and key market drivers including increasing wildfire severity and the industry shift to fluorine-free foams - PSSA is a global solutions provider for the fire safety and specialty products industries, with approximately **65% of annual revenues derived in the United States**, **15% in Europe**, and **14% in Canada**[24](index=24&type=chunk)[381](index=381&type=chunk) - The Fire Safety segment provides fire retardants, firefighting foams, specialized equipment, and services to combat various types of fires, serving government agencies and commercial customers globally[24](index=24&type=chunk)[26](index=26&type=chunk)[28](index=28&type=chunk)[32](index=32&type=chunk)[37](index=37&type=chunk)[382](index=382&type=chunk) - The Specialty Products segment produces Phosphorus Pentasulfide (P2S5) primarily for lubricant additives (ZDDP) and emerging electric battery technologies[24](index=24&type=chunk)[40](index=40&type=chunk)[383](index=383&type=chunk) - Key market drivers for Fire Safety include increasing acres burned (10-year average from **3.3 million acres in 1997 to 7.0 million in 2023**), longer fire seasons (**105 days longer than in 1970**), and Wildland-Urban Interface expansion[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk) - The company is an innovation leader in fire retardants (Phos-Chek Fx, Fortify) and fluorine-free firefighting foam (FFF) formulations, aiding the industry transition away from PFAS[30](index=30&type=chunk)[36](index=36&type=chunk)[49](index=49&type=chunk) - As of December 31, 2023, the company had **219 full-time employees** and **9 temporary/seasonal/part-time employees** worldwide, maintaining satisfactory employee relations[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk)[81](index=81&type=chunk) [Item 1A. Risk Factors](index=16&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including demand volatility, customer concentration, supply chain disruptions, product liability, environmental regulations, and substantial indebtedness - Demand for fire retardant products depends on seasonal fire activity, while Specialty Products (P2S5) demand may decline with electric vehicle adoption, impacting financial results[84](index=84&type=chunk) - Sales to the USDA Forest Service and the state of California represent approximately **36% of the Fire Safety segment's revenue**, indicating significant customer concentration risk[87](index=87&type=chunk)[88](index=88&type=chunk) - The company is exposed to risks from increased raw material costs, supply shortages, and long lead times, particularly for phosphorus, which can reduce profit margins[100](index=100&type=chunk)[101](index=101&type=chunk) - Heightened liability and reputational risks exist due to fire safety products used by emergency services and potential product liability claims related to adverse health consequences from some products, including PFAS[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) - The company is a defendant in multi-district litigation (MDL) related to aqueous film-forming foam (AFFF) containing PFAS chemicals, with over **6,000 cases** alleging various damages[140](index=140&type=chunk) - Operating as a public company strains resources, diverts management attention, and incurs substantial compliance costs; material weaknesses in internal control were remediated as of December 31, 2023, but future failures could impact financial reporting[167](index=167&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk)[611](index=611&type=chunk) - Substantial indebtedness (**$675.0 million in senior notes outstanding** as of December 31, 2023) may adversely affect cash flow, limit operational flexibility, and increase vulnerability to adverse economic conditions[126](index=126&type=chunk)[127](index=127&type=chunk) [Item 1B. Unresolved Staff Comments](index=39&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments to report - No unresolved staff comments[219](index=219&type=chunk) [Item 1C. Cybersecurity](index=39&type=section&id=Item%201C.%20Cybersecurity) The company integrates cybersecurity risk management into its overall strategy, with Audit Committee oversight and CIO leadership, identifying no material threats in 2023 - The company has integrated processes for assessing, identifying, and managing material cybersecurity risks into its overall risk management strategy[220](index=220&type=chunk) - The Audit Committee oversees cybersecurity risk management, and the Chief Information Officer (CIO) manages the information security program, providing periodic reports to the Board[223](index=223&type=chunk)[224](index=224&type=chunk)[225](index=225&type=chunk) - In 2023, no cybersecurity threats were identified that materially affected or are reasonably likely to materially affect the company's business strategy, results of operations, or financial condition[222](index=222&type=chunk) [Item 2. Properties](index=40&type=section&id=Item%202.%20Properties) The company's principal manufacturing, distribution, and equipment service locations are across North America, Europe, and Australia, with most facilities leased and a few owned or operating as tolling facilities Principal Manufacturing, Distribution, and Equipment Service Locations | Location | Fire Safety | Specialty Products | | :-------------------------------- | :---------- | :----------------- | | Rancho Cucamonga, California | X | | | McClellan Park, California | X | | | Kamloops, British Columbia, Canada | X | | | Sturgeon County, Alberta, Canada | X | | | Aix-En-Provence, France | X | | | New South Wales, Australia | X | | | Green Bay, Wisconsin* | X | | | Mieres, Spain* | X | | | Post Falls, Idaho | X | | | Moreland, Idaho | X | | | Knapsack, Germany | | X | | Sauget, Illinois† | | X | | Clayton, Missouri (Corporate Headquarters) | | | | Luxembourg, Grand Duchy of Luxembourg (Executive Headquarters) | | | - Most facilities are leased, with Green Bay, Wisconsin, and Mieres, Spain, being owned, and Sauget, Illinois, operating as a tolling facility[227](index=227&type=chunk) [Item 3. Legal Proceedings](index=41&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal proceedings, including multi-district litigation related to AFFF, with potential material losses currently not considered probable or reasonably estimable - The company is involved in various claims, actions, and legal proceedings, including multi-district litigation related to aqueous film-forming foam (AFFF)[228](index=228&type=chunk)[525](index=525&type=chunk) - The company's exposure to material losses from these legal proceedings is not considered probable or reasonably estimable at this time[228](index=228&type=chunk)[525](index=525&type=chunk) [Item 4. Mine Safety Disclosures](index=41&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable[229](index=229&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=42&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Perimeter Solutions' Ordinary Shares trade on the NYSE under 'PRM', with no anticipated cash dividends, and the Board authorized a share repurchase plan, repurchasing 6,333,293 shares in Q4 2023 - Ordinary Shares are traded on the NYSE under the symbol '**PRM**'; as of February 16, 2024, the closing price was **$5.72 per share**, with **32 shareholders of record**[5](index=5&type=chunk)[232](index=232&type=chunk) - The company does not expect to pay any cash dividends on its Ordinary Shares in the foreseeable future, retaining cash for operational and other needs[233](index=233&type=chunk) Issuer Purchases of Equity Securities (Q4 2023) | Period | Total Shares Purchased | Average Price Paid per Share | Total Shares Purchased as Part of Publicly Announced Plans | Maximum Shares That May Yet Be Purchased Under the Plan | | :-------------------------------- | :--------------------- | :--------------------------- | :-------------------------------------------------------- | :------------------------------------------------------- | | October 1, 2023 - October 31, 2023 | — | $ — | — | 28,974,873 | | November 1, 2023 - November 30, 2023 | 2,772,903 | $ 4.06 | 2,772,903 | 26,201,970 | | December 1, 2023 - December 31, 2023 | 3,560,390 | $ 4.34 | 3,560,390 | 22,641,580 | | **Total** | **6,333,293** | **$ 4.21** | **6,333,293** | | - The Board re-established the limit for Ordinary Share repurchases at **$100.0 million** on February 21, 2024, within the **25% outstanding shares limit** approved by shareholders on July 21, 2022[237](index=237&type=chunk)[533](index=533&type=chunk) [Item 6. Reserved](index=42&type=section&id=Item%206.%20Reserved) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) PSSA reported an **11% net sales decrease** to **$322.1 million** and a **26% net income decrease** to **$67.5 million** in 2023, while maintaining liquidity and remediating internal control weaknesses - PSSA is a global solutions provider of high-quality firefighting products and lubricant additives, with operations across the globe and organized into Fire Safety and Specialty Products segments[242](index=242&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk) - The Fire Safety segment benefits from secular growth drivers like increasing fire severity, longer fire seasons, and a growing wildland urban interface, leading to increased demand for fire retardant products[246](index=246&type=chunk) - The global economy and labor markets have experienced significant inflationary pressures, which the company mitigates through purchase aggregation, cost-reduction negotiations, and identifying cost-competitive suppliers[250](index=250&type=chunk) - The company performs annual goodwill impairment tests, with an interim quantitative test as of September 30, 2023, showing fair value exceeding carrying value for both Fire Safety (**5.9%**) and Specialty Products (**15.3%**) reporting units, resulting in no goodwill impairment[259](index=259&type=chunk)[260](index=260&type=chunk)[261](index=261&type=chunk) - An impairment of **$40.7 million** was recorded in 2023 for a technology asset related to a contingent earn-out eligible fire retardant product due to a downward revision in its revenue forecast[266](index=266&type=chunk) - The company's existing cash and cash equivalents (**$47.3 million** as of December 31, 2023), net cash flows from operations, and available Revolving Credit Facility are expected to be sufficient for current capital expenditures, working capital, founder advisory fee payments, and debt service for at least 12 months[301](index=301&type=chunk) [Results of Operations (Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022)](index=47&type=section&id=Results%20of%20Operations) Consolidated results for 2023 show an **11% decrease in net sales** to **$322.1 million** and a **26% decrease in net income** to **$67.5 million**, driven by lower sales and increased intangible impairment Consolidated Results of Operations (in thousands) | Metric | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Change ($) | Change (%) | | :-------------------------------------- | :---------------------- | :---------------------- | :--------- | :--------- | | Net sales | $322,108 | $360,505 | $(38,397) | (11%) | | Cost of goods sold | $183,253 | $217,853 | $(34,600) | (16%) | | Gross profit | $138,855 | $142,652 | $(3,797) | (3%) | | Total operating expenses | $44,405 | $12,587 | $31,818 | 253% | | Operating income | $94,450 | $130,065 | $(35,615) | (27%) | | Total other expense, net | $32,867 | $32,838 | $29 | —% | | Income before income taxes | $61,583 | $97,227 | $(35,644) | (37%) | | Income tax benefit (expense) | $5,903 | $(5,469) | $11,372 | (208%) | | Net income | $67,486 | $91,758 | $(24,272) | (26%) | - Net sales decreased by **$38.4 million (11%) YoY**, driven by a **$1.0 million decrease in Fire Safety** (lower fire retardant sales offset by increased fire suppressant sales) and a **$37.4 million decrease in Specialty Products** due to inventory destocking[267](index=267&type=chunk) - Cost of goods sold decreased by **$34.6 million (16%) YoY**, primarily due to a **$24.8 million decrease in amortization of inventory step-up** in Fire Safety and a **$9.9 million decrease in raw material and manufacturing costs** in Specialty Products[268](index=268&type=chunk)[270](index=270&type=chunk) - Selling, general and administrative expense decreased by **$17.2 million (23%) YoY**, mainly due to an **$11.8 million decrease in personnel-related and share-based compensation expenses**[271](index=271&type=chunk) - Founder advisory fees (related party) decreased by **$108.5 million in 2023**, primarily due to a reduction in the average price per Ordinary Share from **$8.86 (2022) to $4.51 (2023)**[272](index=272&type=chunk) - Intangible impairment increased by **$40.7 million in 2023** due to an impairment on the technology underlying a contingent earn-out eligible fire retardant product[273](index=273&type=chunk) - Income tax shifted from an expense of **$5.5 million in 2022** to a benefit of **$5.9 million in 2023**, an increase of **$11.4 million**, primarily due to changes in earnings in jurisdictions not covered by a valuation allowance[277](index=277&type=chunk) [Business Segments (Net Sales and Adjusted EBITDA)](index=50&type=section&id=Business%20Segments) Fire Safety net sales remained stable at **$225.6 million**, while Specialty Products net sales decreased to **$96.6 million**, leading to a significant **$27.5 million decrease in Specialty Products Adjusted EBITDA** Segment Net Sales (in thousands) | Segment | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :-------------- | :---------------------- | :---------------------- | | Fire Safety | $225,554 | $226,583 | | Specialty Products | $96,554 | $133,922 | Segment Adjusted EBITDA (in thousands) | Segment | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :-------------- | :---------------------- | :---------------------- | | Fire Safety | $76,214 | $77,365 | | Specialty Products | $20,573 | $48,026 | - Fire Safety Adjusted EBITDA decreased by **$1.2 million**, while Specialty Products Adjusted EBITDA decreased significantly by **$27.5 million**, both primarily due to lower sales, partially offset by lower cost of goods sold and operating expenses[279](index=279&type=chunk)[280](index=280&type=chunk) [Liquidity and Capital Resources](index=51&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily funded by cash flows, a **$100.0 million revolving credit facility**, and **$675.0 million in senior notes**, with **$64.1 million** used for share repurchases in 2023 - The company's liquidity is primarily funded by cash flows from operations, a **$100.0 million revolving credit facility** (maturing November 9, 2026), and **$675.0 million in 5.00% senior notes** due October 30, 2029[282](index=282&type=chunk)[284](index=284&type=chunk)[289](index=289&type=chunk) - As of December 31, 2023, there were no outstanding borrowings under the Revolving Credit Facility, and the company was in compliance with all covenants[288](index=288&type=chunk)[501](index=501&type=chunk) - The company repurchased **12,178,454 Ordinary Shares for $64.1 million in 2023** under its Share Repurchase Plan, which has a re-established limit of **$100.0 million**[294](index=294&type=chunk)[533](index=533&type=chunk)[534](index=534&type=chunk) - Founder advisory fees payable to EverArc Founder Entity amounted to **$113.8 million** as of December 31, 2023, with **$10.6 million (2,357,061 Ordinary Shares)** for the Fixed Annual Advisory Amount in 2023, settled **74.6% in shares and 25.4% in cash**[298](index=298&type=chunk)[299](index=299&type=chunk)[575](index=575&type=chunk)[576](index=576&type=chunk) Sources and Uses of Cash (in thousands) | Activity | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :------------------------------------ | :---------------------- | :---------------------- | | Operating activities | $193 | $(40,172) | | Investing activities | $(14,894) | $(10,251) | | Financing activities | $(64,453) | $(48,812) | | Effect of foreign currency on cash | $(320) | $431 | | **Net change in cash and cash equivalents** | **$(79,474)** | **$(98,804)** | - Cash provided by operating activities improved from **$(40.2) million in 2022 to $0.2 million in 2023**, primarily due to a **$48.9 million reduction in founder advisory fee payments** and a **$50.7 million reduction in inventory, accounts receivable, and other current assets**[303](index=303&type=chunk) - Cash used in investing activities increased to **$14.9 million in 2023**, including **$9.4 million for property and equipment** and **$5.5 million in short-term certificate of deposits**[305](index=305&type=chunk) - Cash used in financing activities increased to **$64.5 million in 2023**, mainly due to **$64.1 million for Ordinary Share repurchases**[306](index=306&type=chunk) [Critical Accounting Estimates and Policies](index=54&type=section&id=Critical%20Accounting%20Estimates%20and%20Policies) Critical accounting estimates involve fair value assessments for business combinations, goodwill impairment, inventory, stock options, and deferred tax assets, requiring significant judgment in valuation and recoverability - Critical accounting estimates include the fair value of business combination assets/liabilities, useful lives of long-lived assets, inventory valuations, goodwill impairment, stock options, founder advisory fees, contingent earn-out liability, and realizability of deferred tax assets[308](index=308&type=chunk) - Goodwill is assessed for impairment annually or more frequently if triggering events occur, using qualitative or quantitative approaches involving significant judgment in estimating future cash flows, discount rates, and market multiples[309](index=309&type=chunk)[310](index=310&type=chunk)[311](index=311&type=chunk)[313](index=313&type=chunk)[314](index=314&type=chunk)[315](index=315&type=chunk)[316](index=316&type=chunk)[317](index=317&type=chunk)[318](index=318&type=chunk) - Long-lived assets are evaluated for impairment when circumstances indicate carrying amounts may not be recoverable, comparing carrying value to undiscounted future cash flows[320](index=320&type=chunk)[321](index=321&type=chunk) - Income taxes are computed using the asset-and-liability method, recognizing deferred tax assets/liabilities for temporary differences and establishing valuation allowances if realization is not probable[322](index=322&type=chunk)[323](index=323&type=chunk) - Share-based compensation for performance-based non-qualified stock options (PBNQSO) is recognized based on estimated fair value using Black-Scholes or Hull-White models, with assumptions about volatility, risk-free rates, and expected term[325](index=325&type=chunk)[327](index=327&type=chunk)[328](index=328&type=chunk) - Business combinations are accounted for using the acquisition method, recognizing acquired assets and assumed liabilities at fair value, requiring significant estimates for inventory, property, intangible assets, and contingent consideration[332](index=332&type=chunk)[333](index=333&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from foreign currency, interest rate, and commodity price fluctuations, mitigating inflationary pressures through contractual clauses and negotiations - The company is exposed to market risk from changes in foreign currency exchange rates, short-term interest rates, and price fluctuations of certain material commodities[336](index=336&type=chunk) - Foreign currency exchange risks arise from sales to foreign customers, purchases from foreign suppliers, foreign plant operations, and intercompany indebtedness, with exposures to Euro, Canadian dollar, Norwegian krone, and Australian dollar[337](index=337&type=chunk) - Interest rate risk primarily relates to borrowings under the Revolving Credit Facility, which bear variable interest rates, though no borrowings were outstanding as of December 31, 2023[338](index=338&type=chunk) - The **6.50% Redeemable Preferred Shares** are mandatorily redeemable and their dividend rate increases if not redeemed timely, exposing the company to interest rate risk[339](index=339&type=chunk) - Commodity price risk impacts realized margins, especially for raw materials like phosphorus, where price increases may not be fully or immediately passed on to customers[340](index=340&type=chunk) - Inflationary pressures on raw materials, labor, and transportation are mitigated through contractual price escalation clauses, negotiated customer recoveries, and supplier negotiations[341](index=341&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=58&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited consolidated financial statements, with BDO USA, P.C. issuing an unqualified opinion on both financial statements and internal controls, highlighting critical audit matters like option vesting and goodwill impairment - BDO USA, P.C. issued an unqualified opinion on the consolidated financial statements for December 31, 2023 and 2022, and the periods in 2021, in conformity with U.S. GAAP[346](index=346&type=chunk) - BDO USA, P.C. also expressed an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2023[347](index=347&type=chunk)[360](index=360&type=chunk) - Critical audit matters included the assessment of the probability of achieving vesting performance criteria for option awards and the goodwill impairment assessment for the Fire Safety and Specialty Products reporting units, due to significant judgment involved in evaluating assumptions[352](index=352&type=chunk)[354](index=354&type=chunk)[355](index=355&type=chunk)[356](index=356&type=chunk) Consolidated Balance Sheets (in thousands) | Metric | Dec 31, 2023 | Dec 31, 2022 | | :-------------------------------------- | :----------- | :----------- | | Total current assets | $251,014 | $308,522 | | Property, plant and equipment, net | $59,402 | $58,846 | | Goodwill | $1,036,279 | $1,031,460 | | Customer lists, net | $674,786 | $710,329 | | Technology and patents, net | $180,653 | $232,818 | | Tradenames, net | $89,568 | $94,293 | | Total assets | $2,315,422 | $2,456,616 | | Total current liabilities | $55,051 | $74,154 | | Long-term debt, net | $666,494 | $665,280 | | Deferred income taxes | $253,454 | $278,270 | | Founders advisory fees payable - related party (non-current) | $56,917 | $170,718 | | Redeemable preferred shares | $105,799 | $101,279 | | Total liabilities | $1,163,127 | $1,317,716 | | Total shareholders' equity | $1,152,295 | $1,138,900 | Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands) | Metric | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Nov 9 - Dec 31, 2021 (Successor) | Jan 1 - Nov 8, 2021 (Predecessor) | | :-------------------------------------- | :---------------------- | :---------------------- | :------------------------------- | :-------------------------------- | | Net sales | $322,108 | $360,505 | $21,023 | $341,315 | | Gross profit | $138,855 | $142,652 | $(2,687) | $169,179 | | Operating income (loss) | $94,450 | $130,065 | $(680,755) | $80,621 | | Net income (loss) | $67,486 | $91,758 | $(682,149) | $20,629 | | Basic EPS | $0.44 | $0.57 | $(4.34) | $0.39 | | Diluted EPS | $0.41 | $0.52 | $(4.34) | $0.39 | Consolidated Statements of Cash Flows (in thousands) | Activity | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Nov 9 - Dec 31, 2021 (Successor) | Jan 1 - Nov 8, 2021 (Predecessor) | | :------------------------------------ | :---------------------- | :---------------------- | :------------------------------- | :-------------------------------- | | Net cash provided by (used in) operating activities | $193 | $(40,172) | $4,359 | $67,991 | | Net cash used in investing activities | $(14,894) | $(10,251) | $(1,210,623) | $(15,746) | | Net cash used in financing activities | $(64,453) | $(48,812) | $(697,221) | $(64,210) | | Net change in cash and cash equivalents | $(79,474) | $(98,804) | $(1,904,223) | $(11,530) | | Cash and cash equivalents, end of period | $47,276 | $126,750 | $225,554 | $10,948 | [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=110&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There are no changes in or disagreements with accountants on accounting and financial disclosure to report - No changes in or disagreements with accountants on accounting and financial disclosure[607](index=607&type=chunk) [Item 9A. Controls and Procedures](index=111&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023, with previously reported material weaknesses now remediated - The company's disclosure controls and procedures were effective as of December 31, 2023[608](index=608&type=chunk) - Management concluded that internal control over financial reporting was effective as of December 31, 2023[609](index=609&type=chunk) - Previously identified material weaknesses in internal control over financial reporting, related to review controls over performance-based stock accounting, complex accounting areas (business combinations, goodwill impairment), and cash flow statement presentation, have been remediated as of December 31, 2023[611](index=611&type=chunk) [Item 9B. Other Information](index=112&type=section&id=Item%209B.%20Other%20Information) CEO Haitham Khouri entered into a 10b5-1 sales plan on June 9, 2023, to sell up to 600,000 Ordinary Shares by March 24, 2024 - Haitham Khouri, CEO and Director, entered into a 10b5-1 sales plan on June 9, 2023, to sell up to **600,000 Ordinary Shares** by March 24, 2024[613](index=613&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=112&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[614](index=614&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=113&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance will be provided in the company's definitive proxy statement for its 2024 annual meeting of shareholders - Information on directors, executive officers, and corporate governance will be incorporated by reference from the 2024 annual meeting proxy statement[617](index=617&type=chunk) [Item 11. Executive Compensation](index=113&type=section&id=Item%2011.%20Executive%20Compensation) Details on executive compensation will be disclosed in the company's definitive proxy statement for its 2024 annual meeting of shareholders - Executive compensation information will be incorporated by reference from the 2024 annual meeting proxy statement[618](index=618&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=113&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information concerning security ownership of beneficial owners, management, and related stockholder matters will be provided in the company's definitive proxy statement for its 2024 annual meeting of shareholders - Security ownership information will be incorporated by reference from the 2024 annual meeting proxy statement[619](index=619&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=113&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding certain relationships, related transactions, and director independence will be disclosed in the company's definitive proxy statement for its 2024 annual meeting of shareholders - Information on certain relationships, related transactions, and director independence will be incorporated by reference from the 2024 annual meeting proxy statement[620](index=620&type=chunk) [Item 14. Principal Accounting Fees and Services](index=113&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Details on principal accounting fees and services will be provided in the company's definitive proxy statement for its 2024 annual meeting of shareholders - Principal accounting fees and services information will be incorporated by reference from the 2024 annual meeting proxy statement[621](index=621&type=chunk) PART IV [Item 15. Exhibits, Financial Statement Schedules](index=114&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits and financial statement schedules filed as part of the 10-K report, including consolidated financial statements, auditor's reports, and a detailed index of incorporated exhibits - The consolidated financial statements and related notes, along with the independent auditor's report, are included in Part II, Item 8[626](index=626&type=chunk) - Financial statement schedules are omitted as they are either not required, not applicable, or the information is already included in the consolidated financial statements and notes[626](index=626&type=chunk) - A detailed index of exhibits is provided, including the Business Combination Agreement, Articles of Association, Warrant Instrument, Indenture, Advisory Services Agreement, Employment Agreements, Equity Incentive Plan, Credit Agreement, and various certifications[628](index=628&type=chunk)[630](index=630&type=chunk) [Item 16. Form 10-K Summary](index=114&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item indicates that no Form 10-K Summary is provided - No Form 10-K Summary is provided[625](index=625&type=chunk)
Perimeter Solutions(PRM) - 2023 Q4 - Annual Results
2024-02-22 11:04
Exhibit 99.1 Perimeter Solutions Reports Fourth Quarter 2023 Financial Results February 22, 2024 2023 Fire Safety Revenue, Adjusted EBITDA, and Adjusted EBITDA margin roughly flat versus 2022, despite an almost 50% reduction in U.S. acres burned ex-Alaska 2023 Specialty Products' financial results impacted by inventory destock activity throughout the year Repurchased 6.3 million shares in Q4 at an average price of $4.21; new $100M repurchase authorized Clayton, Missouri, February 22, 2024 – Perimeter Soluti ...
Perimeter Solutions(PRM) - 2023 Q3 - Earnings Call Presentation
2023-11-11 21:00
Certain statements in this presentation and discussion are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on Perimeter Solutions, SA's (the "Company") expectations, intentions and projections regarding the Company's future performance, anticipated events or trends and other matters that are not historical facts. Words such as "anticipate," "estimate," "expect," "forecast," "project," "plan," "intend," "believe," "may," "should," or similar ...
Perimeter Solutions(PRM) - 2023 Q3 - Earnings Call Transcript
2023-11-11 20:59
Perimeter Solutions, SA (NYSE:PRM) Q3 2023 Earnings Conference Call November 9, 2023 8:30 AM ET Company Participants Seth Barker - Head, Investor Relations Haitham Khouri - Chief Executive Officer Chuck Kropp - Chief Financial Officer Conference Call Participants Brian DiRubbio - Baird Operator Greetings. Welcome to Perimeter Solutions Third Quarter 2023 Earnings Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instr ...
Perimeter Solutions(PRM) - 2023 Q3 - Quarterly Report
2023-11-09 15:22
Fire Safety Segment Performance - The Fire Safety segment accounts for approximately 74% of the company's 2022 annual revenues, with 15% from Europe, 5% from Canada, and 2% from Mexico[112] - The Fire Safety segment is expected to grow due to increasing fire severity, longer fire seasons, and a growing wildland-urban interface, driving demand for fire retardant products[115] - The company is expanding its fire prevention and protection business, focusing on ground applications for long-term fire retardant and proactive treatments in high-risk areas[116] - Fire retardant sales decreased by $30.4 million for the nine months ended September 30, 2023 compared to the same period in 2022, primarily due to decreased fire activity in the Americas and Europe[146] - Fire Safety segment Adjusted EBITDA decreased by $4.3 million to $56.0 million for the three months ended September 30, 2023[157] - Fire Safety segment Adjusted EBITDA decreased by $12.0 million to $69.2 million for the nine months ended September 30, 2023[159] Financial Performance and Results - Net sales decreased by $17.9 million (11%) for the three months ended September 30, 2023 compared to the same period in 2022, driven by lower fire retardant sales in the Fire Safety segment and reduced purchases in the Specialty Products segment[136] - Gross profit decreased by $13.4 million (16%) for the three months ended September 30, 2023 compared to the same period in 2022, primarily due to lower net sales[136] - Net income decreased by $86.9 million (82%) for the three months ended September 30, 2023 compared to the same period in 2022, primarily due to lower operating income and higher intangible impairment[136] - Net sales decreased by $56.6 million (18%) for the nine months ended September 30, 2023 compared to the same period in 2022, driven by lower fire retardant sales in the Fire Safety segment and reduced purchases in the Specialty Products segment[146] - Gross profit decreased by $13.9 million (11%) for the nine months ended September 30, 2023 compared to the same period in 2022, primarily due to lower net sales[146] - Net income decreased by $71.4 million (47%) for the nine months ended September 30, 2023 compared to the same period in 2022, primarily due to lower operating income and higher intangible impairment[145] - Income tax benefit increased by $12.1 million for the nine months ended September 30, 2023 compared to the same period in 2022[154] Specialty Products Segment Performance - The company operates seven business units within its Fire Safety and Specialty Products segments, focusing on profitable new business, value-based pricing, and productivity improvements[114] - Specialty Products segment Adjusted EBITDA decreased by $9.8 million to $5.4 million for the three months ended September 30, 2023[158] - Specialty Products segment Adjusted EBITDA decreased by $25.7 million to $16.4 million for the nine months ended September 30, 2023[160] Goodwill and Impairment Analysis - As of September 30, 2023, total goodwill was $1,028.8 million, with $858.2 million assigned to the Fire Safety reporting unit and $170.6 million to the Specialty Products reporting unit[128] - The fair value of the Fire Safety reporting unit exceeded its carrying value by 5.9%, and the Specialty Products reporting unit exceeded its carrying value by 15.3% as of September 30, 2023[129] - The company uses a weighted average cost of capital (WACC) of 15.0% for its impairment analysis as of September 30, 2023[127] - Intangible impairment increased by $40.7 million for the three months ended September 30, 2023 compared to the same period in 2022, due to an impairment on the carrying value of the technology underlying the contingent earn-out eligible fire retardant product[141] Cash Flow and Financing Activities - Cash used in operating activities decreased by $33.0 million to $10.2 million for the nine months ended September 30, 2023 compared to the same period in 2022[165] - Cash used in financing activities increased by $30.5 million to $37.5 million for the nine months ended September 30, 2023 compared to the same period in 2022[167] - The company repurchased 5,845,161 Ordinary Shares during the nine months ended September 30, 2023[178] - The company has no borrowings outstanding under the Revolving Credit Facility as of September 30, 2023[186] Market Risks and Inflationary Pressures - The company's financial performance is significantly impacted by weather conditions and climate trends, with higher sales typically occurring during the summer season due to wildfire prevalence[118] - The company is mitigating inflationary pressures through actions such as aggregating purchase requirements, negotiating cost reductions, and identifying more cost-competitive suppliers[119] - The company is exposed to market risks from foreign currency exchange rates, short-term interest rates, and commodity price fluctuations, but does not engage in hedging activities[184] - Foreign currency risks are attributed to sales to foreign customers, purchases from foreign suppliers, and intercompany transactions, with exposure to the Euro, Canadian dollar, Norwegian krone, and Australian dollar[185] - The company's realized margins depend on the differential between sales prices and total supply costs, with potential disruptions from market, weather, or other conditions[187] - The company is subject to inflationary pressures on raw materials, labor, and transportation, and is taking actions to mitigate these pressures with customers and suppliers[188] Financial Reporting and Advisory Amounts - The company's financial statements are prepared in accordance with U.S. GAAP, with significant accounting policies and estimates consistent with those in the 2022 Annual Report[183] - The fair value of the Fixed Annual Advisory Amount was calculated to be $59.2 million as of September 30, 2023[181] - The fair value of the Variable Annual Advisory Amount was determined to be $64.6 million as of September 30, 2023[181] Business Expansion and Acquisitions - The company plans to continue investing in the expansion of its fire safety business through acquisitions to grow its global customer base[117] - Fire suppressant sales increased by $13.6 million for the nine months ended September 30, 2023 compared to the same period in 2022, driven by strong performance in emergency response business and geographic expansion[146]
Perimeter Solutions(PRM) - 2023 Q2 - Earnings Call Presentation
2023-08-10 08:22
August 3, 2023 2 Disclaimer Certain statements in this presentation and discussion are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on Perimeter Solutions, SA's (the "Company") expectations, intentions and projections regarding the Company's future performance, anticipated events or trends and other matters that are not historical facts. Words such as "anticipate," "estimate," "expect," "forecast," "project," "plan," "intend," "believe," ...
Perimeter Solutions(PRM) - 2023 Q2 - Earnings Call Transcript
2023-08-06 14:35
Perimeter Solutions, SA (NYSE:PRM) Q2 2023 Earnings Call August 3, 2023 8:30 AM ET Company Participants Seth Barker - Head of Investor Relations Haitham Khouri - Chief Executive Officer Chuck Kropp - Chief Financial Officer Conference Call Participants Josh Spector - UBS Brian DiRubbio - Baird Daniel Kutz - Morgan Stanley Operator Ladies and gentlemen, good morning, and welcome to the Perimeter Solutions Second Quarter 2023 Earnings Conference Call. At this time all participants are in a listen-only mode. A ...