prm-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 10-Q

__________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-41027

_______________________________

PERIMETER SOLUTIONS, INC.

(Exact name of Registrant as specified in its Charter)

_______________________________


Delaware			33-2098357
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

8000 Maryland Avenue, Suite 350 Clayton, Missouri 63105
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (314) 396-7343

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

PRM

New York Stock Exchange

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 2, 2025, there were 147,728,765 shares of Common Stock, par value $0.0001 per share, outstanding.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q for the period ended March 31, 2025 (this “Quarterly Report”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements involve risks and uncertainties and reflect our current views with respect to, among other things, future events and our financial performance. When used in this Quarterly Report, the words “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “indicate,” “seek,” “should,” “would,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these identifying words. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. These forward-looking statements include, without limitation, statements about the following matters:

•future financial performance, financial projections or estimates used, including any growth or expansion plans and opportunities;

•our ability to expand our business;

•our beliefs regarding certain trends and growth drivers in our fire safety business, including weather and climate trends;

•our ongoing commitment to manufacturing high-quality products in an environmentally-conscious way;

•our ability to grow long-term value through, among other things, the continuing performance improvement of our existing operations, execution of a disciplined capital allocation and management of our capital structure;

•our expectations regarding future capital expenditures;

•cash flow projections;

•our ability to maintain a leadership position in any market as well as our ability to remain an innovation leader by enhancing our products and services and investing in expansions through acquisitions;

•expectations concerning sources of revenue;

•expectations about demand for fire retardant products, equipment and services, including our ability to accurately identify key market drivers and leverage our relationships with customers and stakeholders;

•our expectations regarding the impact of tariffs and global trade policy and other significant infrequent events such as the ongoing regional conflicts in Ukraine or the Middle East on our business, as well as our ability to mitigate inflationary pressures;

•expectations concerning certain of our products’ ability to protect life and property as population settlement locations change;

•expectations concerning the markets in which we currently operate and intend to expand to in the coming years, overall economic conditions and disruptive weather events;

•our expectations regarding market risk and hedging activities;

•our expectations regarding the severity of future fire seasons and the extent to which fire retardant will be used to protect property in the future;

•expectations concerning repurchases of our Common Stock under the Share Repurchase Plan (as defined below);

•our estimations regarding our future amortization expense of intangible assets;

•our expectation regarding the increase in the size and capacity of firefighting aircraft and fleets;

•our expectations regarding our future investments in fluorine-free foam technology;

•our expectations regarding the expiration of our patents;

•our beliefs regarding the sufficiency of our current sources of liquidity to fund our future liquidity requirements, our expectations regarding the types of future liquidity requirements and our expectations regarding the availability of future sources of liquidity;

•our beliefs regarding the assumptions and estimates used in assessing goodwill, including our beliefs regarding the methods and approaches a market participant would use;

•our ability to maintain an inventory position that is substantially balanced between our purchases and sales;

•our expectations and beliefs regarding accounting and tax matters;

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•our plans to incorporate disclosure and reporting requirements pursuant to newly issued Accounting Standard Updates issued by the Financial Accounting Standards Board and their impact on our disclosures and consolidated financial statements;

•our ability to pursue intellectual property protection on product and equipment enhancements; and

•the expected outcome of litigation matters and the effect of such claims on business, financial condition, results of operations or cash flows.

Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date of this Quarterly Report, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to those summarized below:

•negative or uncertain worldwide economic conditions;

•volatility, seasonality and cyclicality in the industries in which we operate;

•our substantial dependence on sales to the U.S. Department of Agriculture (“USDA”) Forest Service and the State of California and the risk of decreased sales to these customers;

•changes in the regulation of the chemical industry, a downturn in the specialty chemicals and/or fire retardant end markets or our failure to accurately predict the frequency, duration, timing, and severity of changes in demand in such markets;

•changes in customer relations or service levels;

•a small number of our customers represent a significant portion of our revenue;

•failure to continuously innovate and to provide products that gain market acceptance, which may cause us to be unable to attract new customers or retain existing customers;

•improper conduct of, or use of our products by, employees, agents, government contractors or collaborators;

•changes in the availability of products from our suppliers on a long-term basis;

•production interruptions or shutdowns, which could increase our operating or capital expenditures or negatively impact the supply of our products resulting in reduced sales;

•changes in the availability of third-party logistics suppliers for distribution, storage and transportation;

•increases in supply and raw material costs, supply shortages, long lead times for components or supply changes;

•adverse effects on the demand for our products or services due to the seasonal or cyclical nature of our business or severe weather events;

•introduction of new products, which are considered preferable, which could cause demand for some of our products to be reduced or eliminated;

•current ongoing and future litigation, including multi-district litigation and other legal proceedings;

•heightened liability and reputational risks due to certain of our products being provided to emergency services personnel and their use to protect lives and property;

•future products liabilities claims where indemnity and insurance coverage could be inadequate or unavailable to cover these claims due to the fact that some of the products we produce may cause adverse health consequences;

•compliance with export control or economic sanctions laws and regulations;

•environmental impacts and side effects of our products, which could have adverse consequences for our business;

•compliance with environmental laws and regulations;

•compliance with securities regulations and Accounting Standard Updates issued by the Financial Accounting Standards Board;

•our ability to protect our intellectual property rights and know-how;

•our ability to generate the funds required to service our debt and finance our operations;

•fluctuations in foreign currency exchange;

•potential impairments or write-offs of certain assets;

•the adequacy of our insurance coverage; and

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•challenges to our decisions and assumptions in assessing and complying with our tax obligations.

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please read (1) Part I, Item 1A. “Risk Factors” in the annual report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”); (2) Part II, “Item 1A. Risk Factors” in this Quarterly Report; (3) our reports and registration statements filed from time to time with the Securities and Exchange Commission (the “SEC”), and (4) other public announcements we make from time to time. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

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		Page
Cautionary Statement Regarding Forward-Looking Statements		2
PART I	FINANCIAL INFORMATION	6
Item 1.	Financial Statements	6
	Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	6
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss ) for the three months ended March 31, 2025 and 2024 (Unaudited)	7
	Condensed Consolidated Statements of Stockholders ' Equity for the three months ended March 31, 2025 and 202 4 (Unaudited)	8
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31 , 202 5 and 202 4 (Unaudited)	9
	Notes to Condensed Consolidated Financial Statements (Unaudited)	10
	1. Description of Business and Basis of Presentation	10
	2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements	10
	3. Balance Sheet Components	12
	4 . B usiness Combination	13
	5. Goodwill and Other Intangible Assets	13
	6. Leases	14
	7. Long-Term Debt and Preferred Stock	15
	8. Income Taxes	17
	9. Commitments and Contingencies	17
	10. Equity	18
	11. Stock-Based Compensation	18
	12. Fair Value Measurements	20
	13. Related Parties	21
	14. Revenue Recognition	21
	15. Earnings (Loss) Per Share	22
	16. Segment Information	22

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32

PART II	OTHER INFORMATION	33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	35

SIGNATURES		36

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	March 31, 2025		December 31, 2024
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	200,050	$	198,456
Accounts receivable, net	44,651		56,048
Inventories	122,714		116,347
Prepaid expenses and other current assets	18,028		23,173
Total current assets	385,443		394,024
Property, plant and equipment, net	67,686		64,777
Operating lease right-of-use assets	17,184		17,298
Finance lease right-of-use assets	6,088		6,173
Goodwill	1,039,306		1,034,543
Customer lists, net	629,616		637,745
Technology and patents, net	172,864		173,307
Tradenames, net	86,209		87,365
Other assets, net	750		1,162
Total assets	$	2,405,146	$	2,416,394
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	20,128	$	23,519
Accrued expenses and other current liabilities	35,773		30,450
Founders advisory fees payable - related party	11,402		6,677
Deferred revenue	6,406		1,842
Total current liabilities	73,709		62,488
Long-term debt, net	668,104		667,774
Operating lease liabilities, net of current portion	15,395		15,540
Finance lease liabilities, net of current portion	5,975		6,013
Deferred income taxes	161,314		152,203
Founders advisory fees payable - related party	148,068		240,083
Preferred stock	111,066		109,966
Preferred stock - related party	2,831		2,831
Other liabilities	2,314		2,226
Total liabilities	1,188,776		1,259,124
Commitments and contingencies (Note 9)
Stockholder’s equity:
Common stock, $0.0001 par value per share, 4,000,000,000 shares authorized; 171,267,518 and 169,426,114 shares issued; 148,775,583 and 147,822,633 shares outstanding at March 31, 2025 and December 31, 2024, respectively	17		17
Treasury stock, at cost; 22,491,935 and 21,603,481 shares at March 31, 2025 and December 31, 2024, respectively	(136,010)		(127,827)
Additional paid-in capital	1,913,747		1,911,035
Accumulated other comprehensive loss	(31,347)		(39,232)
Accumulated deficit	(530,037)		(586,723)
Total stockholders’ equity	1,216,370		1,157,270
Total liabilities and stockholders’ equity	$	2,405,146	$	2,416,394

See accompanying notes to condensed consolidated financial statements.

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PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

(in thousands, except share and per share data)

(Unaudited)


	Three Months Ended March 31,
	2025		2024
Net sales	$	72,030	$	59,044
Cost of goods sold	43,877		38,342
Gross profit	28,153		20,702
Operating expenses:
Selling, general and administrative expense	16,299		13,462
Amortization expense	14,099		13,771
Founders advisory fees - related party	(80,613)		68,333
Other operating expense	561		—
Total operating expenses	(49,654)		95,566
Operating income (loss)	77,807		(74,864)
Other expense (income):
Interest expense, net	9,644		10,648
Foreign currency (gain) loss	(1,159)		1,293
Other expense, net	143		27
Total other expense, net	8,628		11,968
Income (loss) before income taxes	69,179		(86,832)
Income tax (expense) benefit	(12,493)		4,274
Net income (loss)	56,686		(82,558)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	7,885		(5,543)
Total comprehensive income (loss)	$	64,571	$	(88,101)
Earnings (loss) per share:
Basic	$	0.38	$	(0.57)
Diluted	$	0.36	$	(0.57)
Weighted average number of shares outstanding:
Basic	148,556,284		145,326,933
Diluted	156,727,696		145,326,933

See accompanying notes to condensed consolidated financial statements.

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PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share data)

(Unaudited)


	Common Stock			Treasury Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount		Shares	Amount

Balance, December 31, 2024	169,426,114	$	17	21,603,481	$	(127,827)	$	1,911,035	$	(39,232)	$	(586,723)	$	1,157,270
Stock-based compensation	—	—		—	—		2,671		—		—		2,671
Shares issued related to founders advisory fees - related party	1,837,304	—		—	—		—		—		—		—
Shares repurchased	—	—		888,454	(8,183)		—		—		—		(8,183)
Options exercised	4,100	—		—	—		41		—		—		41
Net income	—	—		—	—		—		—		56,686		56,686
Other comprehensive income

SEC Form 10-Q filed by Perimeter Solutions SA