Perimeter Solutions Reports Fourth Quarter 2024 Financial Results

Full year Earnings (Loss) Per Diluted Share of ($0.04) and Adjusted Earnings Per Diluted Share of $1.11

Net Income (Loss) of ($5.9M) and Adjusted Net Income of $163.4M

Strong 2024 results demonstrate operational value driver transformation — Adjusted EBITDA approximately doubled in three years with minimal end-market contribution

Acquired IMS for $32.8M, expanding into printed circuit board products

Clayton, Missouri–(Newsfile Corp. – February 20, 2025) – Perimeter Solutions, Inc. (NYSE: PRM) (“Perimeter” or the “Company”), a leading global solutions provider for the Fire Safety and Specialty Products industries, today reported financial results for its fourth quarter, and full year, ended December 31, 2024.

Full Year 2024 Results

Full year net sales increased 74% to $561.0 million, as compared to $322.1 million in the prior year.

Fire Safety net sales increased 93% to $436.3 million, as compared to $225.6 million in the prior year.

Specialty Products net sales increased 29% to $124.7 million, as compared to $96.6 million in the prior year.

Full year net loss was $5.9 million, or $0.04 loss per diluted share, as compared to net income of $67.5 million, or

$0.41 earnings per diluted share in the prior year.

Full year non-GAAP adjusted earnings per share was $1.11.

Full year Adjusted EBITDA increased 190% to $280.3 million, as compared to $96.8 million in the prior year.

Fire Safety Adjusted EBITDA increased 215% to $240.1 million, as compared to $76.2 million in the prior year.

Specialty Products Adjusted EBITDA increased 95% to $40.2 million, as compared to $20.6 million in the prior year.

Reconciliation tables for full year and quarterly non-GAAP measures are available in the attached schedules.

Fourth Quarter 2024 Results

Net sales increased 45% to $86.2 million in the fourth quarter, as compared to $59.5 million in the prior-year quarter.

Fire Safety net sales increased 72% to $60.7 million, as compared to $35.4 million in the prior year quarter.

Specialty Products net sales increased 6% to $25.5 million, as compared to $24.1 million in the prior year quarter.

Net income during the fourth quarter was $144.2 million, or $0.90 per diluted share, as compared to a net loss of $13.2 million, or $0.09 loss per diluted share in the prior year quarter.

Fourth quarter non-GAAP adjusted earnings per share was $0.13.

Adjusted EBITDA increased 193% to $32.9 million in the fourth quarter, as compared to $11.2 million in the prior year quarter.

Fire Safety Adjusted EBITDA increased 289% to $27.2 million, as compared to $7.0 million in the prior year quarter.

Specialty Products Adjusted EBITDA increased 34% to $5.6 million, as compared to $4.2 million in the prior year quarter.

Capital Allocation

On December 24, 2024, the Company acquired 100% of the shares of IMS DE Holdings, LLC (“IMS”) for $32.8 million. Based in Manchester, New Hampshire, IMS is a manufacturer of highly specialized printed circuit boards (PCBs).

Conference Call and Webcast

As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Thursday, February 20, 2025 to discuss financial results for the fourth 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 March 20, 2025 (11:59 p.m. ET).

About Perimeter Solutions

Perimeter Solutions is a leading global solutions provider for the Fire Safety and Specialty Products industries. The Company’s business is organized and managed in two reporting segments: Fire Safety and Specialty Products. The Fire Safety segment is a formulator and manufacturer of fire management products that help our customers combat various types of fires, including wildland, structural, flammable liquids and other types of fires. Our Fire Safety segment 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 globally. 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 segment includes operations that develop, produce and market products for non-fire safety markets. The Company’s largest end market application for our Specialty Products segment is Phosphorus Pentasulfide (“P2S5”) based lubricant additives. P2S5 is also used in pesticide and mining chemicals applications, and emerging electric battery technologies.

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 the Company’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, 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.

PERIMETER SOLUTIONS, INC. 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 31,2024202320242023Net sales$86,231 $59,455 $560,968 $322,108 Cost of goods sold 44,336 40,717 243,882 193,813 Gross profit 41,895 18,738 317,086 128,295 Operating expenses:Selling, general and administrative expense 21,013 13,577 66,901 46,513 Amortization expense 13,741 13,753 55,032 55,065 Founders advisory fees – related party (54,789) 325 198,308 (108,481)Intangible impairment———40,738Other operating expense612—61210Total operating expenses(19,423)27,655320,85333,845Operating income (loss)61,318(8,917)(3,767)94,450Other expense (income):    Interest expense, net9,16910,44040,46141,378Gain on contingent earn-out———(7,273)Foreign currency loss (gain)2,280(2,411)2,443(1,655)Other (income) expense, net(60)388192417Total other expense, net11,3898,41743,09632,867Income (loss) before income taxes49,929(17,334)(46,863)61,583Income tax benefit94,2414,09340,9585,903Net income (loss)144,170(13,241)(5,905)67,486Other comprehensive (loss) income, net of tax:    Foreign currency translation adjustments(23,627)10,626(19,522)5,761Total comprehensive income (loss)$120,543$(2,615)
$(25,427)
$73,247Earnings (loss) per share:    Basic$0.98$(0.09)
$(0.04)
$0.44Diluted$0.90$(0.09)
$(0.04)
$0.41Weighted average number of shares
outstanding:    Basic147,058,719150,833,523145,713,439154,666,717Diluted160,931,755150,833,523145,713,439166,452,022

PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share and per share data)
(Unaudited)

December 31, 2024December 31, 2023AssetsCurrent assets:Cash and cash equivalents$198,456$47,276Accounts receivable, net56,04839,593Inventories116,347145,652Prepaid expenses and other current assets23,17318,493Total current assets394,024251,014Property, plant, and equipment, net64,77759,402Operating lease right-of-use assets17,29816,339Finance lease right-of-use assets6,1736,064Goodwill1,034,5431,036,279Customer lists, net637,745674,786Technology and patents, net173,307180,653Tradenames, net87,36589,568Other assets, net1,1621,317Total assets$2,416,394$2,315,422Liabilities and Shareholders Equity  Current liabilities:  Accounts payable$23,519$21,639Accrued expenses and other current liabilities30,45030,710Founders advisory fees payable – related party6,6772,702Deferred revenue1,842—Total current liabilities62,48855,051Long-term debt, net667,774666,494Operating lease liabilities, net of current portion15,54014,908Finance lease liabilities, net of current portion6,0135,547Deferred income taxes152,203253,454Founders advisory fees payable – related party240,08356,917Preferred stock109,966105,799Preferred stock – related party2,8312,764Other liabilities2,2262,193Total liabilities1,259,1241,163,127Commitments and contingencies  Shareholders’ equity:  Common stock, $0.0001 par value per share, 4,000,000,000 shares authorized;
169,426,114 shares issued; 147,822,633 shares outstanding at December 31, 202417—Ordinary shares, $1.00 nominal value per share, 4,000,000,000 shares authorized; 165,066,195 shares issued; 146,451,005 shares outstanding at December 31, 2023—165,067Treasury shares, at cost; 21,603,481 and 18,615,190 shares at December 31, 2024 and 2023, respectively(127,827)(113,407)Additional paid-in capital1,911,0351,701,163Accumulated other comprehensive loss(39,232)(19,710)Accumulated deficit(586,723)(580,818)Total shareholders’ equity1,157,2701,152,295Total liabilities and shareholders’ equity$2,416,394$2,315,422

PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)

Year Ended December 31,20242023Cash flows from operating activities:Net (loss) income$(5,905) $67,486 Adjustments to reconcile net (loss) income to net cash provided by (used in) operating
activities:Founders advisory fees – related party (change in fair value) 198,308 (108,481) Depreciation and amortization expense 65,718 64,855 Interest and payment-in-kind on preferred shares 7,057 6,792 Share-based compensation12,8491,596Non-cash lease expense5,0705,248Deferred income taxes(99,557)(25,816)Intangible impairment—40,738Amortization of deferred financing costs1,7301,664Gain on contingent earn-out—(7,273)Foreign currency loss (gain)2,443(1,655)Loss on disposal of assets66139Changes in operating assets and liabilities, net of acquisitions:  Accounts receivable(13,293)(14,435)Inventories29,872(2,044)Prepaid expenses and current other assets(843)1,014Accounts payable(754)(15,335)Deferred revenue1,842—Income taxes payable, net(13,299)(3,498)Accrued expenses and other current liabilities4,306(1,758)Founders advisory fees – related party (cash settled)(2,702)(4,655)Operating lease liabilities(3,278)(4,182)Financing lease liabilities(501)(282)Other, net(741)75Net cash provided by operating activities188,388193Cash flows from investing activities:  Purchase of property and equipment(15,531)(9,435)Proceeds from short-term investments5,383—Purchase of short-term investments—(5,459)Purchase of businesses, net of cash acquired(32,792)—Net cash used in investing activities(42,940)(14,894)Cash flows from financing activities:  Ordinary shares repurchased(14,420)(64,066)Proceeds from exercise of warrants23,509—Principal payments on finance lease obligations(740)(387)Net cash provided by (used in) financing activities8,349(64,453)Effect of foreign currency on cash and cash equivalents(2,617)(320)Net change in cash and cash equivalents151,180(79,474)Cash and cash equivalents, beginning of period47,276126,750Cash and cash equivalents, end of period$198,456$47,276Supplemental disclosures of cash flow information:  Cash paid for interest$37,317$37,005Cash paid for income taxes$74,559$25,960Non-cash activities:  Liability portion of founders advisory fees – related party reclassified to additional paid in
capital$8,464$2,618

Non-GAAP Financial Metrics

The Company provides non-GAAP financial measures for adjusted EBITDA, adjusted net income, and adjusted earnings per share data as supplemental information regarding the Company’s business performance. The Company believes that these non-GAAP financial measures are useful to investors because they provide investors with a better understanding of the Company’s past financial performance and future results. The Company’s management uses these non-GAAP financial measures when it internally evaluates the performance of its business and makes operating decisions, including internal operating budgeting, performance measurement, and discretionary compensation.

Adjusted EBITDA

The computation of Adjusted EBITDA is defined as net income (loss) 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. These items include (i) restructuring and transaction related costs (ii) founder advisory fee expenses, (iii) stock compensation expense and (iv) foreign currency loss (gain). To supplement the Company’s consolidated financial statements presented in accordance with U.S. GAAP, Perimeter is providing a summary to show the computations of adjusted EBITDA, which is a non-GAAP measure used by the Company’s management and by external users of Perimeter’s financial statements, such as debt and equity 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, 2024Three Months Ended December 31, 2023Fire SafetySpecialty
ProductsTotalFire SafetySpecialty
ProductsTotalIncome (loss) before income taxes$45,304$4,625$49,929$(17,741)$407$(17,334)Depreciation and amortization12,8583,64516,50312,8883,47416,362Interest and financing expense9,694(525)9,1699,65478610,440Founders advisory fees – related party(46,936)(7,853)(54,789)25669325Non-recurring expenses (1)
3,7431,2384,9811,3857192,104Share-based compensation expense2,7352,0664,8011,5421841,726Foreign currency (gain) loss(154)2,4342,280(979)(1,432)(2,411)Adjusted EBITDA$27,244$5,630$32,874$7,005$4,207$11,212

(1) For the three months ended December 31, 2024, $4.4 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs and $0.6 million was related to acquisition costs. For the three months ended December 31, 2023, $2.1 million was related to restructuring and other non-recurring costs.

(Unaudited)Year Ended December 31, 2024Year Ended December 31, 2023 Fire Safety Specialty
Products TotalFire Safety Specialty
Products Total(Loss) income before income taxes$(35,277) $ (11,586) $(46,863)$36,073 $25,510  $61,583 Depreciation and amortization51,365  14,353   65,718 51,178  13,677   64,855 Interest and financing expense39,547  914   40,461 38,305  3,073   41,378 Founders advisory fees – related party169,886  28,422   198,308 (85,422)
(23,059)  (108,481)Intangible impairment— — —40,738 —  40,738 Non-recurring expenses (1)
5,559  1,819   7,378 2,687  1,359   4,046 Share-based compensation expense8,545  4,304   12,849 592  1,004   1,596 Gain on contingent earn-out— — —(7,273)
—  (7,273)Foreign currency loss (gain)496  1,947   2,443 (664)
(991)  (1,655)Adjusted EBITDA$240,121 $ 40,173  $280,294 $76,214 $20,573 $  96,787

(1) For the year ended December 31, 2024, $6.6 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs, $0.6 million was related to acquisition costs, and $0.2 million was related to other non-recurring costs. For the year ended December 31, 2023, $4.0 million was related to restructuring and other non-recurring costs.

Adjusted Earnings Per Share

The computation of Adjusted Earnings Per Share (“Adjusted EPS”) is defined as adjusted net income divided by adjusted diluted shares. Adjusted net income is defined as net income plus amortization, certain non-recurring, unusual or non-operational items, and the tax impact of these non-GAAP adjustments. These adjustments include (i) restructuring and transaction related costs (ii) founder advisory fee expenses, (iii) stock compensation expense and (iv) foreign currency loss (gain). Adjusted diluted shares is the weighted average diluted shares outstanding, adjusted by adding dilution for options and warrants excluded under GAAP due to a net loss, less dilution related to Founders advisory fees. 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 EPS, which is a non-GAAP measure used by the Company’s management and by external users of Perimeter’s financial statements, such as debt and equity 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 EPS and adjusted net income should not be considered alternatives to GAAP earnings per share (“GAAP EPS”), 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, except share and per share data).

(Unaudited)Three Months Ended
December 31, 2024Year Ended December
31, 2024GAAP net income (loss)$144,170$(5,905)Adjustments:  Amortization13,74155,032 Founders advisory fees – related party(54,789)198,308 Non-recurring expenses (1)4,9817,378 Share-based compensation expense4,80112,849 Foreign currency loss2,2802,443 Tax impact of non-GAAP adjustments (2)(96,136)(106,715)Adjusted net income$19,048$163,390   Shares used in computing GAAP Earnings Per Share (diluted)
160,931,755145,713,439Options (3)—1,446,487Warrants (3)—49,876Shares underlying Founders fixed advisory fees (4)(9,428,244)—Shares underlying Founders variable advisory fees (5)——Shares used in computing Adjusted Earnings Per Share (diluted)151,503,511147,209,802
GAAP Earnings (Loss) Per Share (diluted)$0.90$(0.04)Adjusted Earnings Per Share (diluted)$0.13$1.11

____________________

(1)For the three months ended December 31, 2024, $4.4 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs and $0.6 million was related to acquisition costs. For the year ended December 31, 2024, $6.6 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs, $0.6 million was related to acquisition costs, and $0.2 million was related to other non-recurring costs.
(2)The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability.
(3)The Company adds back the dilutive impact of options and warrants if amounts were excluded for purposes of GAAP EPS due to GAAP net loss during the period.
(4)As of December 31, 2024, a maximum of 2.4 million shares were expected to be issued within 12 months under the Founders fixed advisory fee. On January 30, 2025, the founders elected to receive 1.8 million shares and $6.7 million in cash to satisfy the 2024 Founders fixed advisory fee.
(5)Based on period end market prices, no shares were issuable under the Founders variable advisory fee.

(Unaudited)Three Months Ended
September 30, 2024Nine Months Ended
September 30, 2024GAAP net loss$(89,167)$(150,075)Adjustments:   Amortization13,76541,291 Founders advisory fees – related party184,176253,097 Non-recurring expenses (1)1,8342,397 Share-based compensation expense3,3128,048 Foreign currency (gain) loss(1,354)163 Tax impact of non-GAAP adjustments (2)(1,947)(10,579)Adjusted net income$110,619$144,342   Shares used in computing GAAP Earnings Per Share (diluted)
145,222,189145,247,477Options (3)1,540,658513,553Warrants (3)——Shares underlying Founders fixed advisory fees (4)——Shares underlying Founders variable advisory fees (5)——Shares used in computing Adjusted Earnings Per Share (diluted)146,762,847145,761,030   GAAP Loss Per Share (diluted)$(0.61)$(1.03)Adjusted Earnings Per Share (diluted)$0.75$0.99

 ____________________

(1)For the three months ended September 30, 2024, $1.7 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs and $0.1 million was related to other non-recurring costs. For the nine months ended September 30, 2024, $2.2 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs and $0.2 million was related to other non-recurring costs.
(2)The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability.
(3)The Company adds back the dilutive impact of options and warrants if amounts were excluded for purposes of GAAP EPS due to GAAP net loss during the period.
(4)As of September 30, 2024, a maximum of 2.4 million shares were expected to be issued within 12 months under the Founders fixed advisory fee.
(5)Based on period end market prices, no shares were issuable under the Founders variable advisory fee.

(Unaudited)Three Months Ended
June 30, 2024Six Months Ended
June 30, 2024GAAP net income (loss)$21,650$(60,908)Adjustments:   Amortization13,75527,526 Founders advisory fees – related party58868,921 Non-recurring expenses (1)23563 Share-based compensation expense2,9944,736 Foreign currency loss2241,517 Tax impact of non-GAAP adjustments (2)(3,441)(8,632)Adjusted net income$35,793$33,723   Shares used in computing GAAP Earnings Per Share (diluted)154,664,770145,279,938Options (3)——Warrants (3)——Shares underlying Founders fixed advisory fees (4)(9,428,244)—Shares underlying Founders variable advisory fees (5)——Shares used in computing Adjusted Earnings Per Share (diluted)145,236,526145,279,938   GAAP Earnings (Loss) Per Share (diluted)$0.14$(0.42)Adjusted Earnings Per Share (diluted)$0.25$0.23

 ____________________

(1)For the six months ended June 30, 2024, $0.5 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs, and $0.1 million was related to other non-recurring costs.
(2)The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability.
(3)The Company adds back the dilutive impact of options and warrants if amounts were excluded for purposes of GAAP EPS due to GAAP net loss during the period.
(4)As of June 30, 2024, and a maximum of 2.4 million shares were expected to be issued within 12 months under the Founders fixed advisory fee.
(5)Based on period end market prices, no shares were issuable under the Founders variable advisory fee.

(Unaudited)Three Months Ended
March 31, 2024GAAP net loss$(82,558)Adjustments:  Amortization13,771 Founders advisory fees – related party68,333 Non-recurring expenses (1)540 Share-based compensation expense1,742 Foreign currency loss1,293 Tax impact of non-GAAP adjustments (2)(5,191)Adjusted net loss$(2,070)  Shares used in computing GAAP Earnings Per Share (diluted)145,326,933Options (3)—Warrants (3)—Shares underlying Founders fixed advisory fees (4)—Shares underlying Founders variable advisory fees (5)—Shares used in computing Adjusted Earnings Per Share (diluted)145,326,933  GAAP Loss Per Share (diluted)$(0.57)Adjusted Loss Per Share (diluted)$(0.01)

 ____________________

(1)For the three months ended March 30, 2024, $0.5 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs.
(2)The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability.
(3)The Company adds back the dilutive impact of options and warrants if amounts were excluded for purposes of GAAP EPS due to GAAP net loss during the period.
(4)As of March 31, 2024, a maximum of 2.4 million shares were expected to be issued within 12 months under the Founders fixed advisory fee.
(5)Based on period end market prices, no shares were issuable under the Founders variable advisory fee.

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