Listed on The New York Stock Exchange under the symbol "PRM" on November 9, 2021
Strong full year performance in the Fire Safety segment despite lapping the record 2020 U.S. fire season
CLAYTON, Mo., March 24, 2022 /PRNewswire/ -- Perimeter Solutions, SA (NYSE:PRM) ("Perimeter" or the "Company"), a leading provider of mission-critical firefighting products and services, as well as high-quality lubricant additives, today reported financial results for its fourth quarter ended December 31, 2021.
Full Year 2021 Results
- Net sales increased 7% to $362.3 million in 2021, as compared to $339.6 million in 2020.
- Fire Safety sales increased 7% to $261.2 million, as compared to $245.0 million in 2020.
- Oil Additives sales increased 7% to $101.2 million, as compared to $94.6 million in 2020.
- Net loss for 2021 was $659.8 million, or $(9.68) per share, a decrease of $684.1 million from net income of $24.2 million, or $0.46 per share for 2020.
- Adjusted EBITDA increased 4% to $141.4 million in 2021, as compared to $136.0 million in 2020.
- Fire Safety Adjusted EBITDA increased 5% to $117.9 million, as compared to $112.0 million in 2020.
- Oil Additives Adjusted EBITDA decreased 2% to $23.6 million, as compared to $24.0 million in 2020.
Fourth Quarter 2021 Results
- Net sales decreased 18% to $45.9 million in the 2021 fourth quarter, as compared to $55.8 million in the 2020 fourth quarter.
- Fire Safety sales decreased 23% to $23.9 million, as compared to $31.1 million in the 2020 fourth quarter.
- Oil Additives sales decreased 11% to $22.0 million, as compared to $24.8 million in the 2020 fourth quarter.
- Net loss during the 2021 fourth quarter was $689.5 million, or $(6.10) per share, an increase of $683.2 million from a net loss of $6.3 million, or $(0.12) per share for the 2020 fourth quarter.
- Adjusted EBITDA decreased 57% to $6.8 million during the 2021 fourth quarter, as compared to $16.0 million in the 2020 fourth quarter.
- Fire Safety Adjusted EBITDA decreased 87% to $1.2 million, as compared to $9.2 million in the 2020 fourth quarter.
- Oil Additives Adjusted EBITDA decreased 17% to $5.6 million, as compared to $6.7 million in the 2020 fourth quarter.
CEO Edward Goldberg commented: "We are proud of our performance in 2021, particularly in our Fire Safety business, where, despite an extremely challenging supply chain and logistics backdrop, we met our commitments to our customers with 100% reliability, in support of their mission to save lives, property and the environment. We also grew segment Adjusted EBITDA while lapping the record 2020 U.S. fire season." Mr. Goldberg added: "The 2021 fourth quarter experienced very limited fire activity, and our Fire Safety results were down period-over-period. Fluctuations based on the intensity of the fire season in a given quarter is a feature of our Fire Safety business, and can be especially pronounced in the much smaller fourth and first quarters, as evidenced in 2021 fourth quarter." Mr. Goldberg concluded: "We're very optimistic about our business. Assuming a normalized 2022 fire season, and incorporating our best assumptions around other elements of our business, we expect consolidated 2022 Adjusted EBITDA growth consistent with, and perhaps above, our long-term framework of mid-teens growth."
Conference Call and Webcast
As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Thursday, March 24, 2022, to discuss 2021 fourth quarter operating results. 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://www.perimeter-solutions.com/en/), 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 April 24, 2022.
About Perimeter Solutions
Perimeter Solutions is a leading global solutions provider, providing high-quality firefighting products and lubricant additives. The Company's business is organized and managed in two reporting segments: Fire Safety and Oil Additives.
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 Oil Additives business produces and sells high quality Phosphorus Pentasulfide ("P2S5") primarily used in the preparation of lubricant additives, including a family of compounds called Zinc Dialkyldithiophosphates ("ZDDP") that provide critical anti-wear protection to engine components. P2S5 is also used in pesticide and mining chemicals applications.
Forward-looking Information
This press release contains "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. Forward-looking statements included in this press release include statements regarding expected consolidated 2022 Adjusted EBITDA growth.
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, including, but not limited to, the Company's Annual Report on Form 10-K for the year ended December 31, 2021. Stockholders, 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:
[email protected]
PERIMETER SOLUTIONS, SA AND SUBSIDIARIES | |||||||||||||
Consolidated Statement of Income and Comprehensive Income (loss) | |||||||||||||
(in thousands, except share and per share data) | |||||||||||||
Fourth Quarter | Full Year | ||||||||||||
Successor | Predecessor | Successor | Predecessor | ||||||||||
November 9, 2021 Through December 31, 2021 | October 1, 2021 Through November 8, 2021 | Three Months Ended December 31, 2020 | November 9, 2021 Through December 31, 2021 | January 1, 2021 Through November 8, 2021 | Year Ended December 31, 2020 | ||||||||
Net sales | $ 21,023 | $ 24,855 | $ 55,819 | $ 21,023 | $ 341,315 | $ 339,577 | |||||||
Cost of goods sold | 20,533 | 12,241 | 31,828 | 20,533 | 172,136 | 177,532 | |||||||
Gross profit | 490 | 12,614 | 23,991 | 490 | 169,179 | 162,045 | |||||||
Operating expenses: | |||||||||||||
Selling, general and administrative expense | 16,982 | (3,563) | 11,168 | 16,982 | 38,981 | 37,747 | |||||||
Amortization expense | 8,004 | 5,606 | 13,194 | 8,004 | 45,424 | 51,458 | |||||||
Founders advisory fees - related party | 652,990 | — | — | 652,990 | — | — | |||||||
Other operating expense | 92 | 3,087 | 313 | 92 | 4,153 | 1,364 | |||||||
Total operating expenses | 678,068 | 5,130 | 24,675 | 678,068 | 88,558 | 90,569 | |||||||
Operating (loss) income | (677,578) | 7,484 | (684) | (677,578) | 80,621 | 71,476 | |||||||
Other expense (income): | |||||||||||||
Interest expense, net | 6,352 | 15,136 | 8,523 | 6,352 | 39,087 | 42,017 | |||||||
Loss on contingent earn-out | 198 | 202 | — | 198 | 2,965 | — | |||||||
Unrealized foreign currency loss (gain) | 1,006 | 134 | (2,872) | 1,006 | 4,026 | (5,640) | |||||||
Other (income) expense, net | (2) | 30 | 718 | (2) | (222) | 367 | |||||||
Total other expense (income), net | 7,554 | 15,502 | 6,369 | 7,554 | 45,856 | 36,744 | |||||||
(Loss) income before income taxes | (685,132) | (8,018) | (7,053) | (685,132) | 34,765 | 34,732 | |||||||
Income tax benefit (expense) | 4,675 | (985) | 759 | 4,675 | (14,136) | (10,483) | |||||||
Net (loss) income | (680,457) | (9,003) | (6,294) | (680,457) | 20,629 | 24,249 | |||||||
Other comprehensive (loss) income, net of tax: | |||||||||||||
Foreign currency translation adjustments | (7,135) | 2,660 | 6,021 | (7,135) | 236 | 4,787 | |||||||
Total comprehensive (loss) income | $ (687,592) | $ (6,343) | $ (273) | $ (687,592) | $ 20,865 | $ 29,036 | |||||||
Net (loss) income per share: | |||||||||||||
Basic and diluted | $ (4.33) | $ (0.17) | $ (0.12) | $ (4.33) | $ 0.39 | $ 0.46 | |||||||
Weighted average number of ordinary shares outstanding: | |||||||||||||
Basic and diluted | 157,158,579 | 53,045,510 | 53,045,510 | 157,158,579 | 53,045,510 | 53,045,510 | |||||||
PERIMETER SOLUTIONS, SA AND SUBSIDIARIES | ||||
Consolidated Balance Sheets | ||||
(in thousands, except share and per share data) | ||||
Successor | Predecessor | |||
December 31, | December 31, | |||
Assets | ||||
Current assets: | ||||
Cash and cash equivalents | $ 225,554 | $ 22,478 | ||
Accounts receivable, net | 24,319 | 28,896 | ||
Inventories | 110,087 | 58,784 | ||
Income tax receivable | 816 | 11,457 | ||
Prepaid expenses and other current assets | 14,161 | 11,406 | ||
Total current assets | 374,937 | 133,021 | ||
Property, plant, and equipment, net | 62,247 | 48,235 | ||
Goodwill | 1,051,080 | 482,041 | ||
Customer lists,net | 753,459 | 304,308 | ||
Existing technology and patents, net | 247,368 | 135,928 | ||
Other intangible assets,net | 100,005 | 33,464 | ||
Other assets | 2,219 | 1,209 | ||
Total assets | $ 2,591,315 | $ 1,138,206 | ||
Liabilities and Shareholders Equity | ||||
Current liabilities: | ||||
Accounts payable | $ 27,469 | $ 9,869 | ||
Accrued expenses and other current liabilities | 19,025 | 16,045 | ||
Founders advisory fees payable - related party | 53,547 | — | ||
Deferred revenue | 445 | 286 | ||
Current maturities of long-term debt | — | 6,723 | ||
Total current liabilities | 100,486 | 32,923 | ||
Long-term debt, less current maturities | 664,128 | 680,548 | ||
Deferred income taxes | 298,633 | 112,162 | ||
Founders advisory fees payable - related party | 312,242 | — | ||
Redeemable preferred shares | 96,867 | — | ||
Redeemable preferred shares - related party | 3,699 | — | ||
Other non-current liabilities | 22,195 | 21,151 | ||
Total liabilities | $ 1,498,250 | $ 846,784 | ||
Commitments and contingencies | ||||
Shareholders' equity: | ||||
Ordinary shares, $1 nominal value per share; 4,000,000,000 shares authorized; 157,237,435 shares issued and outstanding at December 31, 2021 | 157,237 | — | ||
Common stock, $1 par value per share; 53,045,510 shares authorized, issued and outstanding at December 31, 2020 | — | 53,046 | ||
Additional paid-in capital | 1,679,788 | 289,344 | ||
Accumulated other comprehensive loss | (7,135) | (3,174) | ||
Accumulated deficit | (736,825) | (47,794) | ||
Total shareholders' equity | 1,093,065 | 291,422 | ||
Total liabilities and shareholders' equity | $ 2,591,315 | $ 1,138,206 | ||
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 and on a segment basis. 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 (v) contingent future payment related to an acquired business (vi) management fees related to the services provided by SK Capital Partners IV-A, L.P. and SK Capital Partners IV-B, L.P (collectively, the "Sponsor") when acting in a management capacity and (vi) unrealized foreign currency loss (gain). To supplement the Company's consolidated financial statements presented in accordance with U.S. GAAP, Perimeter is providing a summary, wherein, the Successor Period and the 2021 Predecessor are combined ("S/P Combined"), to show the computations of adjusted EBITDA, and reconciliations from U.S. GAAP income (loss) before income taxes, taking into account certain charges and gains that were recognized during the periods presented. The Corporate category includes unallocated costs related to our corporate headquarter activities.
Consolidated
Three Months Ended | S/P Combined | Successor | Predecessor | |||||
Three Months Ended December 31, 2021 | November 9, 2021 Through December 31, | October 1, 2021 Through November 8, 2021 | Three Months Ended December 31, 2020 | |||||
Loss before income taxes | $ (693,150) | $ (685,132) | $ (8,018) | $ (7,053) | ||||
Depreciation and amortization | 15,786 | 9,379 | 6,407 | 14,746 | ||||
Interest and financing expense | 21,488 | 6,352 | 15,136 | 8,523 | ||||
Founders advisory fees - related party | 652,990 | 652,990 | — | — | ||||
Transaction expenses 1 | (2,380) | 5,580 | (7,960) | 1,689 | ||||
Stock compensation expense | 4,977 | 4,821 | 156 | — | ||||
Non-cash purchase accounting impact 2 | 2,948 | 2,948 | — | — | ||||
Loss on contingent earn-out | 400 | 198 | 202 | — | ||||
Management fees 3 | 136 | — | 136 | 312 | ||||
Contingent future payments 4 | 2,500 | — | 2,500 | 625 | ||||
Unrealized foreign currency loss (gain) | 1,140 | 1,006 | 134 | (2,872) | ||||
Adjusted EBITDA | $ 6,835 | $ (1,858) | $ 8,693 | $ 15,970 | ||||
Net sales | $ 45,878 | $ 21,023 | $ 24,855 | $ 55,819 | ||||
Year Ended | S/P Combined | Successor | Predecessor | |||||
Year Ended December 31, 2021 | November 9, 2021 Through December 31, 2021 | January 1, 2021 Through November 8, 2021 | Year Ended December 31, 2020 | |||||
(Loss) income before income taxes | $ (650,367) | $ (685,132) | $ 34,765 | $ 34,732 | ||||
Depreciation and amortization | 61,379 | 9,379 | 52,000 | 58,117 | ||||
Interest and financing expense | 45,439 | 6,352 | 39,087 | 42,017 | ||||
Founders advisory fees - related party | 652,990 | 652,990 | — | — | ||||
Transaction expenses 1 | 10,425 | 5,580 | 4,845 | 2,379 | ||||
Stock compensation expense | 4,977 | 4,821 | 156 | — | ||||
Non-cash purchase accounting impact 2 | 2,948 | 2,948 | — | — | ||||
Loss on contingent earn-out | 3,163 | 198 | 2,965 | — | ||||
Management fees 3 | 1,073 | — | 1,073 | 1,281 | ||||
Contingent future payments 4 | 4,375 | — | 4,375 | 3,125 | ||||
Unrealized foreign currency loss (gain) | 5,032 | 1,006 | 4,026 | (5,640) | ||||
Adjusted EBITDA | $ 141,434 | $ (1,858) | $ 143,292 | $ 136,011 | ||||
Net sales | $ 362,338 | $ 21,023 | $ 341,315 | $ 339,577 | ||||
(1) | Adjustment to reflect non-recurring expenses incurred related to business combination with Perimeter Solutions. |
(2) | Represents the non-cash impact of purchase accounting on the cost of inventory sold. The inventory acquired received a purchase accounting step-up in basis, which is a non-cash adjustment to the cost. |
(3) | Adjustment to reflect fees pertaining to services provided by the Sponsor when acting in a management capacity on strategic and other non-operational matters which do not represent expenses incurred in the normal course of our operations. |
(4) | Adjustment to reflect deferred consideration paid with respect to a 2019 acquisition. |
Operating Segments
Fire Safety
S/P Combined | Successor | Predecessor | ||||||
Three Months Ended | Three Months Ended December 31, 2021 | November 9, 2021 Through December 31, | October 1, 2021 Through November 8, 2021 | Three Months Ended December 31, 2020 | ||||
Loss before income taxes | $ (34,931) | $ (25,125) | $ (9,806) | $ (14,423) | ||||
Depreciation and amortization | 12,129 | 7,418 | 4,711 | 10,598 | ||||
Interest and financing expense | 19,990 | 5,029 | 14,961 | 10,897 | ||||
Transaction expenses | (2,524) | 5,436 | (7,960) | 1,649 | ||||
Stock compensation expense | 3,406 | 3,250 | 156 | — | ||||
Loss on contingent earn-out | 400 | 198 | 202 | — | ||||
Management fees | 136 | — | 136 | 312 | ||||
Deferred future payments | 2,500 | — | 2,500 | 625 | ||||
Unrealized foreign currency loss (gain) | 107 | 98 | 9 | (429) | ||||
Adjusted EBITDA | $ 1,213 | $ (3,696) | $ 4,909 | $ 9,229 | ||||
Net sales | $ 23,924 | $ 7,913 | $ 16,011 | $ 31,052 | ||||
S/P Combined | Successor | Predecessor | |||||||
Year Ended | Year Ended December 31, 2021 | November 9, 2021 Through December 31, 2021 | January 1, 2021 Through November 8, 2021 | Year Ended December 31, 2020 | |||||
Income (Loss) before income taxes | $ 7,507 | $ (25,125) | $ 32,632 | $ 23,110 | |||||
Depreciation and amortization | 44,412 | 7,418 | 36,994 | 41,271 | |||||
Interest and financing expense | 42,358 | 5,029 | 37,329 | 41,879 | |||||
Transaction expenses | 10,281 | 5,436 | 4,845 | 2,300 | |||||
Stock compensation expense | 3,406 | 3,250 | 156 | — | |||||
Loss on contingent earn-out | 3,163 | 198 | 2,965 | — | |||||
Management fees | 1,073 | — | 1,073 | 1,281 | |||||
Deferred future payments | 4,375 | — | 4,375 | 3,125 | |||||
Unrealized foreign currency loss (gain) | 1,318 | 98 | 1,220 | (932) | |||||
Adjusted EBITDA | $ 117,893 | $ (3,696) | $ 121,589 | $ 112,034 | |||||
Net sales | $ 261,180 | $ 7,913 | $ 253,267 | $ 244,968 | |||||
Oil Additives
S/P Combined | Successor | Predecessor | ||||||
Three Months Ended | Three Months Ended December 31, | November 9, 2021 Through December 31, | October 1, 2021 Through November 8, 2021 | Three Months December 31, | ||||
(Loss) income before income taxes | $ (3,103) | $ (4,891) | $ 1,788 | $ 7,370 | ||||
Depreciation and amortization | 3,657 | 1,961 | 1,696 | 4,148 | ||||
Interest and financing expense | 554 | 379 | 175 | (2,374) | ||||
Transaction expenses | 144 | 144 | — | 40 | ||||
Stock compensation expense | 389 | 389 | — | — | ||||
Non-cash purchase accounting impact | 2,948 | 2,948 | — | — | ||||
Unrealized foreign currency loss (gain) | 1,033 | 908 | 125 | (2,443) | ||||
Adjusted EBITDA | $ 5,622 | $ 1,838 | $ 3,784 | $ 6,741 | ||||
Net sales | $ 21,954 | $ 13,110 | $ 8,844 | $ 24,767 | ||||
S/P Combined | Successor | Predecessor | ||||||
Year Ended | Year Ended December 31, 2021 | November 9, 2021 Through December 31, 2021 | January 1, 2021 Through November 8, 2021 | Year Ended December 31, 2020 | ||||
(Loss) income before income taxes | $ (2,758) | $ (4,891) | $ 2,133 | $ 11,622 | ||||
Depreciation and amortization | 16,967 | 1,961 | 15,006 | 16,846 | ||||
Interest and financing expense | 2,137 | 379 | 1,758 | 138 | ||||
Transaction expenses | 144 | 144 | — | 79 | ||||
Stock compensation expense | 389 | 389 | — | — | ||||
Non-cash purchase accounting impact | 2,948 | 2,948 | — | — | ||||
Unrealized foreign currency loss (gain) | 3,714 | 908 | 2,806 | (4,708) | ||||
Adjusted EBITDA | $ 23,541 | $ 1,838 | $ 21,703 | $ 23,977 | ||||
Net sales | $ 101,158 | $ 13,110 | $ 88,048 | $ 94,609 | ||||
Corporate
Successor | |
Three Months and Year Ended | November 9, 2021 Through December 31, 2021 |
(Loss) income before income taxes | $ (655,116) |
Interest and financing expense | 944 |
Founders advisory fees - related party | 652,990 |
Stock compensation expense | 1,182 |
Adjusted EBITDA | $ — |
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SOURCE Perimeter Solutions