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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): February 22, 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 February 22, 2024, Perimeter Solutions, SA issued a press release announcing its financial results for its fiscal quarter ended December 31, 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: February 22, 2024
By:/s/ Kyle Sable
Kyle Sable
Chief Financial Officer






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 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 fourth quarter, and full-year, ended December 31, 2023.
Full Year 2023 Results
•Full year net sales decreased 11% to $322.1 million, as compared to $360.5 million in the prior year.
•Fire Safety sales decreased less than 0.5% to $225.6 million, as compared to $226.6 million in the prior year.
•Specialty Products sales decreased 28% to $96.6 million, as compared to $133.9 million in the prior year.
•Full year net income was $67.5 million, or $0.41 per diluted share, a decrease of $24.3 million from $91.8 million, or $0.52 per diluted share in the prior year.
•Full year adjusted EBITDA decreased 23% to $96.8 million, as compared to $125.4 million in the prior year.
•Fire Safety Adjusted EBITDA decreased 1% to $76.2 million, as compared to $77.4 million in the prior year.
•Specialty Products Adjusted EBITDA decreased 57% to $20.6 million, as compared to $48.0 million in the prior year.
Fourth Quarter 2023 Results
•Net sales increased 44% to $59.5 million in the fourth quarter, as compared to $41.3 million in the prior year quarter.
•Fire Safety sales increased 81% to $35.4 million, as compared to $19.6 million in the prior year quarter.
•Specialty Products sales increased 11% to $24.1 million, as compared to $21.7 million in the prior year quarter.
•Net loss during the fourth quarter was $13.2 million, or $(0.09) per diluted share, a decrease of $47.2 million from a loss of $60.4 million, or $(0.38) per diluted share in the prior year quarter.
•Adjusted EBITDA increased 433% to $11.2 million in the fourth quarter, as compared to $2.1 million in the prior year quarter.
•Fire Safety Adjusted EBITDA increased to $7.0 million, as compared to $(3.9) million in the prior year quarter.
•Specialty Products Adjusted EBITDA decreased 30% to $4.2 million, as compared to $6.0 million in the prior year quarter.








Conference Call and Webcast
As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Thursday, February 22, 2024 to discuss financial results for the fourth 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 March 23, 2024.
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, 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
Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except share and per share data)
(Unaudited)
Three Months Ended December 31,Year Ended December 31,
 2023202220232022
Net sales$59,455 $41,273 $322,108 $360,505 
Cost of goods sold38,744 30,699 183,253 217,853 
Gross profit20,711 10,574 138,855 142,652 
Operating expenses:
Selling, general and administrative expense15,550 19,836 57,073 74,319 
Amortization expense13,753 13,710 55,065 55,105 
Founders advisory fees - related party325 36,724 (108,481)(117,302)
Intangible impairment— — 40,738 — 
Other operating expense— 60 10 465 
Total operating expenses29,628 70,330 44,405 12,587 
Operating (loss) income(8,917)(59,756)94,450 130,065 
Other expense (income):
Interest expense, net10,440 10,003 41,378 42,585 
Loss (gain) on contingent earn-out— 336 (7,273)(12,706)
Unrealized foreign currency (gain) loss(2,411)(5,279)(1,655)3,462 
Other expense (income), net388 317 417 (503)
Total other expense, net8,417 5,377 32,867 32,838 
(Loss) income before income taxes(17,334)(65,133)61,583 97,227 
Income tax benefit (expense)4,093 4,774 5,903 (5,469)
Net (loss) income(13,241)(60,359)67,486 91,758 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments10,626 16,090 5,761 (18,336)
Total comprehensive (loss) income$(2,615)$(44,269)$73,247 $73,422 
(Loss) earnings per share:
Basic$(0.09)$(0.38)$0.44 $0.57 
Diluted$(0.09)$(0.38)$0.41 $0.52 
Weighted average number of ordinary shares outstanding:
Basic150,833,523 157,945,813 154,666,717 160,937,575 
Diluted150,833,523 157,945,813 166,452,022 175,079,941 






PERIMETER SOLUTIONS, SA AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share and per share data)
(Unaudited)
 December 31, 2023December 31, 2022
Assets
Current assets:
Cash and cash equivalents$47,276 $126,750 
Accounts receivable, net39,593 26,646 
Inventories145,652 142,961 
Prepaid expenses and other current assets18,493 12,165 
Total current assets251,014 308,522 
Property, plant, and equipment, net59,402 58,846 
Operating lease right-of-use assets16,339 18,582 
Finance lease right-of-use assets, net6,064 — 
Goodwill1,036,279 1,031,460 
Customer lists, net 674,786 710,329 
Technology and patents, net180,653 232,818 
Tradenames, net89,568 94,293 
Other assets1,317 1,766 
Total assets$2,315,422 $2,456,616 
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable$21,639 $36,794 
Accrued expenses and other current liabilities30,710 32,705 
Founders advisory fees payable - related party2,702 4,655 
Total current liabilities55,051 74,154 
Long-term debt, net666,494 665,280 
Operating lease liabilities, net of current portion14,908 15,484 
Finance lease liabilities, net of current portion5,547 — 
Deferred income taxes253,454 278,270 
Founders advisory fees payable - related party 56,917 170,718 
Redeemable preferred shares105,799 101,279 
Redeemable preferred shares - related party2,764 3,209 
Other non-current liabilities2,193 9,322 
Total liabilities1,163,127 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; 146,451,005 and 156,797,806 shares outstanding at December 31, 2023 and 2022, respectively
165,067 163,235 
Treasury shares, at cost; 18,615,190 and 6,436,736 shares at December 31, 2023 and 2022, respectively
(113,407)(49,341)
Additional paid-in capital1,701,163 1,698,781 
Accumulated other comprehensive loss(19,710)(25,471)
Accumulated deficit(580,818)(648,304)
Total shareholders' equity1,152,295 1,138,900 
Total liabilities and shareholders' equity$2,315,422 $2,456,616 






PERIMETER SOLUTIONS, SA AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Year Ended December 31,
20232022
Cash flows from operating activities:
Net income$67,486 $91,758 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Founders advisory fees - related party (change in accounting fair value)(108,481)(117,302)
Depreciation and amortization expense64,855 65,795 
Interest and payment-in-kind on preferred shares6,792 6,537 
Share-based compensation1,596 14,649 
Non-cash lease expense5,248 5,390 
Deferred income taxes(25,816)(17,000)
Intangible impairment40,738 — 
Amortization of deferred financing costs1,664 1,602 
Amortization of acquisition related inventory step-up— 24,796 
Gain on contingent earn-out(7,273)(12,706)
Unrealized (gain) loss on foreign currency(1,655)3,462 
Loss on disposal of assets139 9 
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable(14,435)(6,190)
Inventories(2,044)(61,934)
Prepaid expenses1,014 1,922 
Accounts payable(15,335)9,696 
Deferred revenue— (383)
Income taxes payable, net(3,498)8,920 
Accrued expenses and other current liabilities(1,758)(647)
Founders advisory fees - related party (cash settled)(4,655)(53,547)
Operating lease liabilities(4,182)(5,072)
Finance lease liabilities(282)— 
Other liabilities75 73 
Net cash provided by (used in) operating activities193 (40,172)
Cash flows from investing activities:
Purchase of property and equipment(9,435)(8,613)
Change in short-term investments(5,459)— 
Purchase price adjustment under Business Combination Agreement— (1,638)
Net cash used in investing activities(14,894)(10,251)
Cash flows from financing activities:
Ordinary shares repurchased(64,066)(49,341)
Proceeds from exercise of warrants— 529 
Principal payments on finance lease obligations(387)— 
Net cash used in financing activities(64,453)(48,812)
Effect of foreign currency on cash and cash equivalents(320)431 
Net change in cash and cash equivalents(79,474)(98,804)
Cash and cash equivalents, beginning of period126,750 225,554 
Cash and cash equivalents, end of period$47,276 $126,750 
Supplemental disclosures of cash flow information:
Cash paid for interest$37,005 $35,488 
Cash paid for income taxes$25,960 $13,488 
Non-cash investing and financing activities:
Liability portion of founders advisory fees - related party reclassified to additional paid in capital$2,618 $19,568 








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 intangible impairment 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 December 31,Year Ended December 31,
2023202220232022
(Loss) income before income taxes$(17,334)$(65,133)$61,583 $97,227 
Depreciation and amortization16,362 16,259 64,855 65,795 
Interest and financing expense10,440 10,003 41,378 42,585 
Founders advisory fees - related party325 36,724 (108,481)(117,302)
Intangible impairment 1
— — 40,738 — 
Non-recurring expenses 2
2,104 2,097 4,046 6,885 
Share-based compensation expense1,726 7,098 1,596 14,649 
Non-cash purchase accounting impact 3
— — — 24,796 
Loss (gain) on contingent earn-out— 336 (7,273)(12,706)
Unrealized foreign currency (gain) loss(2,411)(5,279)(1,655)3,462 
Adjusted EBITDA$11,212 $2,105 $96,787 $125,391 
Net sales$59,455 $41,273 $322,108 $360,505 
____________________

(1)Represents the carrying value of technology underlying the contingent earn-out eligible fire retardant product acquired by the Company in May 2020 during the purchase of LaderaTech, Inc.
(2)Adjustment to reflect non-recurring expenses; severance costs and fees related to internal audit support.
(3)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.


v3.24.0.1
Cover Page
Feb. 22, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 22, 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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