Ladies and gentlemen, greetings, and welcome to the Perimeter Solutions Q3 2022 Earnings Call. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Seth Barker of Investor Relations. Please go ahead.

Thank you, operator. Good morning, everyone, and thank you for joining Perimeter Solutions Third Quarter 2022 Earnings Call. Speaking on today's call are Haitham Khouri, Vice Chairman; Edward Goldberg, Chief Executive Officer; and Chuck Kropp, Chief Financial Officer. We want to remind anyone who may be listening to a replay of this call that all statements made are as of today, November 4, 2022, and these statements have not been nor will they be updated subsequent to today's call. Also, today's call may contain forward-looking statements. These statements made today are based on management's current expectations, assumptions and beliefs about our business and the environment in which we operate, and our actual results may materially differ from those expressed or implied on today's call. Please review our SEC filings for a more complete discussion of factors that could impact our results. The company would also like to advise you that during the call, we will be referring to non-GAAP financial measures, including EBITDA. Please refer to our earnings press release and presentation as well as our SEC filings, both of which will be available on our website and on the SEC's website. With that, I will turn the call over to Haitham Khouri, Vice Chairman.

Thank you, Seth. Good morning, everyone, and thank you for joining us. As usual, I'll start with some summary comments on our strategy. Then I'll touch on our financial performance and capital allocation before turning the call over to Eddie and Chuck. Starting with our strategy on Slide 3. As you've heard us say before, our goal is to deliver private equity-like returns with the liquidity of a public market. We plan to attain this goal by owning, operating and growing uniquely high-quality businesses. We define uniquely high-quality businesses through the following five very specific economic criteria: 1. Recurring and predictable revenue streams; 2. Long-term secular growth tailwinds; 3. Products that account for critical but small portions of larger value streams; 4. Significant free cash flow generation with higher returns on tangible capital; and 5. The potential for opportunistic consolidation. We believe that these five economic criteria are present at Perimeter as described on Slide 4, and we also use these criteria to evaluate potential new acquisitions. As described on Slide 5, we seek to drive long-term equity value creation by a consistent improvement in our three operational value drivers, which are: profitable new business, continual cost improvement, and pricing to reflect the value we provide. In addition to our operational value drivers, we seek to maximize equity value creation through a clear focus on the allocation of our capital as well as the management of our capital structure. Turning now to our financial results, starting with Fire Safety. We've consistently emphasized that within the predictable long-term volume growth we expect in our Fire Safety business, there exists an element of annual and quarterly variability, based primarily on the severity of the North America fire season. In a nutshell, while the long-term Fire Safety volume growth is highly predictable and dependable, annual and quarterly growth is more variable. The 2022 North America fire season was mild, and the impact is reflected in our financial results. The mild 2022 fire season has no impact on our positive expectations for 2023 and beyond. Turning to Specialty Products, the business continues to perform well, primarily due to solid implementation of our operational value drivers. We now expect 2022 Specialty Products adjusted EBITDA to exceed $50 million, which is more than double the business’s adjusted EBITDA in each of the prior three years. I'll now discuss our value driver implementation, more specifically. While we can't control the fire season, we are laser-focused on these three operational value drivers we can control. We refer to these as the three P's: profitable new business, pricing our products and services to the value they provide, and productivity improvements. It’s important to emphasize that this value driver focus is not a one-time response to a mild fire season; rather, it's a mentality that guides our approach to new business, cost, and pricing to value and should drive financial performance at both our businesses on an annual basis going forward. To this end, Perimeter has completed a reorganization into seven business units: two within our Specialty Products business and five within our Fire Safety business. This structure is meant to ensure that we drive decentralized execution and accountability and maintain the geography and product-specific focus essential for continual operational value driver improvement across our entire business. Turning now to cash and capital allocation, we ended the third quarter with approximately $166 million of cash on our balance sheet, up from $126 million at the end of the second quarter. We expect to continue generating free cash flow in the fourth quarter prior to any repurchases or acquisitions, primarily as a portion of our approximately $86 million receivable balance converts to cash. We continue to operate in a unique capital markets environment with highly restricted access to capital almost across the board, and therefore our available cash carries a significant premium. With this premium in mind, we repurchased approximately 300,000 shares in the third quarter for approximately $2.6 million, and we purchased another 4.9 million shares in October for approximately $37 million. While we value the M&A-related flexibilities that our cash balance affords us, we will continue to allocate our capital to our share repurchases when presented with very compelling opportunities, as we have at various points this year. To that end, and given that we utilized approximately half of our initial $100 million repurchase authorization, our Board has authorized a new $100 million share repurchase authorization. I'll close with a comment on our full-year financial expectations. We faced two significant headwinds in 2022. The first and the more material is the mild fire season, with the relevant US acres burned down significantly year-over-year. The second is new public company costs, which we estimate at slightly more than $10 million for the full year, and as Chuck will elaborate on shortly. Given these two headwinds, we now expect full-year 2022 consolidated adjusted EBITDA to be down single digits in percentage terms versus 2021. If we exclude estimated public company costs to get a true measure of like-for-like performance, we expect to deliver very roughly flat consolidated 2022 adjusted EBITDA versus last year, despite the material decline in acres burned. As I referenced earlier, we will continue to press on our operational value drivers. And we hope and expect to improve our financial performance when a similarly mild fire season next occurs. In closing, and with the year largely behind us, I reiterate our prior view that had the 2022 fire season come in roughly on trend line, we had expected to deliver mid-teens or greater percentage growth in 2022 consolidated adjusted EBITDA versus the approximately $141 million we reported in 2021. With that, I'll turn the call over to Eddie.

Thanks, Haitham. I'll start with our Fire Safety business and provide some high-level context starting on Slide 6. The volume growth equation in our retardant business is a function of growth of acres burned plus growth in retardant per acre. As illustrated on this slide, measured over the past seven years, 2015 through 2021, our US retardant unit volumes have increased at a 10% CAGR. We use 2015 and 2021 as the start and end years for the analysis as both years represent fairly normalized fire seasons, where acres burned excluding Alaska are within a few percentage points of their respective trailing seven-year moving averages. As illustrated on Slide 7, over the 2015 to 2021 period, the first part of our retardant volume growth equation, US acres burned ex-Alaska increased at a 6% CAGR. This is in line with the long-term growth in US acres burned ex-Alaska. Using the longest time series available and utilizing a five-year rolling average to capture the multi-year trend, US acres burned ex-Alaska have increased at a 5% CAGR over approximately three decades from a five-year rolling average of 1.9 million acres burned in 1994 to a five-year rolling average of 7.3 million acres burned in 2021. We expect that the long-term trend in growth and acreage burned ex-Alaska will remain very dependable over the long term. As illustrated on Slide 8, over the 2015 to 2021 period, the second part of our retardant volume growth equation, retardant per acre burned, increased at 4% CAGR. As summarized on Slide 9, growth in retardant per acre is primarily a function of growth in the wildland urban interface, which increases the need to fight wildfires, and growth in the air tanker fleet, which increases the ability to fight wildfires, along with continued aggressive aerial attacks by the fire management agencies. We expect these secular growth trends to persist into the future. As summarized on Slide 10, looking forward, we expect our retardant volumes to grow mid-to-high single digits annually or were not up a normalized base, driven by continued dependable long-term growth in both acreage burned and retardant per acre. Moving to Slide 11, as we compress the time horizon, it's clear that within this predictable long-term secular volume growth, there exists an element of short-term variability based on the severity of any individual North America fire season. The year-to-date 2022 US fire season illustrates this short-term variability. The chart on the left-hand side of the slide shows Q3 US acreage burned ex-Alaska, which is down 64% versus Q3 of 2021. The chart on the right-hand side of the slide illustrates year-to-date US acreage burned ex-Alaska through the end of September, which is down 33% versus the same period last year. It's difficult to overcome this magnitude of short-term variation in the US fire season. As such, during the third quarter and year-to-date, Fire Safety revenue decreased 29% and 13% respectively, while third quarter and year-to-date Fire Safety adjusted EBITDA decreased 38% and 30% respectively. I'll reemphasize that we don't believe there's anything about the 2022 fire season that informs future fire seasons, either positively or negatively. The 2022 and 2023 fire seasons are independent variables. And we're planning for a 2023 fire season consistent with the long-term trend line, while also preparing to respond to a milder or more severe season. For reference, 2019 was the softest US fire season of the past roughly 15 years, with 2.1 million acres burned ex-Alaska. It was followed by the 2020 fire season, which was the most severe in recorded US history at 10.1 million acres burned ex-Alaska. Moving on to Fire Safety margins, which declined year-over-year in Q3 2022, due primarily to the impact of inflation pass-throughs on our reported margins. As we've discussed on each of our calls this year, we experienced significant raw material inflation in 2022. We successfully passed on this inflation via contractual mechanisms in place across the vast majority of our Fire Safety business. While this is a powerful feature of our business that protects our EBITDA dollars during inflationary periods, it also dampens our reported margins as the inflation pass-throughs grow revenue while keeping EBITDA flat, which leads to reported margin compression. Let me now touch on profitable new business opportunities we're actively pursuing in Fire Safety. We made solid progress this year on international growth within our retardant business, including important wins in Italy and Greece, which we referred to on our prior call. We're also pleased with developments in Prevention and Protection, where we continue to expand business with current customers as well as broaden our portfolio of new customers. For a second year, we partnered with Orange County Fire Authority to support an expanded Quick Reaction Force program. While it's still too early to publicly quantify what this business can mean for our financial results, we believe it has the potential to be a significant financial contributor over time. Finally, we continue to develop and commercialize new fluorine-free firefighting foams in our suppressants business, and expect to continue to grow our fluorine-free portfolio.

Thanks, Eddie. Turning to Slides 13 and 14, third quarter sales in our Fire Safety business were $122 million, down 29% versus the prior year and $207 million year-to-date, down 13% versus the prior year. Third quarter adjusted EBITDA in our Fire Safety business was $60.4 million, down 38% versus the prior year and $81.2 million year-to-date, down 30% versus the prior year. As Haitham mentioned, we expect to absorb slightly more than $10 million in incremental public company cost in 2022. This is primarily comprised of internal and external expenses related to the insurance, accounting, audit, and legal requirements around public company reporting and compliance. Going forward, our goal is to reduce overall public company expenses by realizing annual productivity gains in excess of inflation. Switching to Specialty Products, third quarter sales in our Specialty Products business were $38.5 million, up 68% versus the prior year and $112.2 million year-to-date, up 42% versus the prior year. Third quarter adjusted EBITDA in our Specialty Products business was $15.3 million, up 512% versus the prior year and $42 million year-to-date, up 135% versus the prior year. Moving on to the consolidated business, third quarter consolidated sales were $160.5 million, down 18% versus the prior year and $319.2 million year-to-date, up 1% versus the prior year. Third quarter consolidated adjusted EBITDA was $75.6 million, down 25% versus the prior year and $123.3 million year-to-date, down 8% versus the prior year. Now moving below adjusted EBITDA, interest expense in the quarter was approximately $10 million, which is our regular quarterly run rate. Depreciation was approximately $2.7 million while amortization expense was $13.7 million. Taxes were $34.5 million in the quarter. CapEx during the quarter was approximately $2 million. Our long-term expectations around interest expense, depreciation, taxes, CapEx and working capital are summarized on Slide 15. In 2022, we expect two differences versus these longer-term expectations: one, related to cash taxes and two, related to working capital. We expect cash taxes to come in lower than expected. 2022 cash taxes should be approximately $15 million. On the other hand, we expect working capital to be a more significant use of cash this year relative to the increase in sales than we typically expect, due in large part to higher inventory resulting from the weaker fire season coupled with longer purchasing lead times. We ended the quarter with approximately $675 million of Senior Notes, cash of approximately $166 million and approximately 162 million basic shares outstanding. Slide 16 walks investors through the differences between our basic and diluted share counts. I won't walk through the table in detail, though I will remind investors that our diluted share count of approximately 177 million shares includes 100% of the 14.1 million fixed shares we expect to issue under the Founder Advisory Agreement through Q1 2028. In practice, we expect to issue these shares ratably over the next six years. With that, I'll hand the call back over to the operator for Q&A.

Thank you. Ladies and gentlemen, at this time, we will be conducting a question-and-answer session. Our first question is from the line of Joshua Spector from UBS. Please go ahead.

Good morning. This is Lucas Beaumont on for Josh. So I’d just like to start by discussing the performance of Fire Safety relative to the fire season if we could. So you guys had the acres burned numbers in there. I had something similar sort of down 50% for the year, year-to-date and 70% in the third quarter, I think in the regions that you guys are focused on. I think your sales and EBITDA were only down kind of 30% and 25%. So what was the driver of the outperformance there versus the market? Was it volume driven or price driven? Is there like an international markets impact on new products? And how should we think about that in terms of getting back to kind of the base earnings in 2023 with a normal fire season?

Yeah, good morning. Thanks for the question. So I think it's pretty typical in our business for volumes to outperform acres burned, particularly on the downside. It's a combination of increased capacity to fight fires and aggressive initial attack strategy by the agency. So I think you'll see that typically in our business where we are able to outperform acres in terms of retardant sold.

Okay, great. Thanks. And then, so in terms of the new buyback you've announced, which is another $100 million, it's pretty substantial. It's like 9% of your market cap. Can you just kind of talk about that for us in the context of how you view your current leverage and how we should sort of think about you deploying that over the next year?

So we authorized that; we want to make sure that we've got the flexibility and the firepower to take advantage of opportunities when we think buying back stock is the right way to use our capital. So it's an authorization to allow us that flexibility.

No worries. Shifting to Specialty Products, your earnings there improved quarter-on-quarter. In similar businesses, expectations are starting to weaken in the second half, especially for those with exposure to Europe. I was wondering if you could discuss what is driving your strength in this area and how you see the trend for the second half.

Yeah, we've been working hard in our Specialty Products across all of our value drivers: pricing to value, taking cost out of the system, and driving new business. And we feel really good about the progress that we're making in Specialty Products, and we feel very good about the business in the second half and going forward.

You mentioned a $50 million EBITDA for this year, and I assume some of that is influenced by the current pricing environment. If I annualize the current quarter, it appears to point to around $60 million in EBITDA, or about $45 to $50 million on a last twelve months basis. How should we view the baseline earnings one to two years out? Is this a new normal, or do you expect it to return to the $30 to $40 million range? What is your perspective on this?

Yeah, let me say a couple of things. We had said previously that first-quarter results were very good because our customers were having very good results on their own, no production interruptions, etc. And the second-quarter results were probably a little bit more typical of a mix of different customer behaviors. The third quarter did look a lot like the first quarter, but we still think on an ongoing basis, somewhere in the second-quarter performance is probably the right way to look at this business. And we are optimistic that we're going to continue to make progress across all of our value drivers and continue to improve this business going forward.

Right, thanks very much.

Thank you. Our next question comes from the line of Connor Lynagh from Morgan Stanley. Please go ahead.

Yeah, thanks. So obviously, as you've highlighted, this was at least year-over-year a very weak fire season. I'm wondering if you can help us think through, if we were to see normalized fire activity next year, how should we think through the various drivers of what you guys have done on pricing? What you guys have done on cost? Also the inflation pass-throughs that you've been dealing with, can you give us sort of a framework as to, should we think about EBITDA dollar growth or what's sort of the logical way to think through what the impact on EBITDA would be for your business?

Sure. So we believe that what we've been saying all along will continue to hold true. When we return to a normal fire season, we believe we'll continue to see mid-teens EBITDA growth. Going forward, really nothing has changed there. We continue to work, again, hard across the value drivers of making sure we price to value, taking very aggressive actions to take costs out of the system and looking for new business. We continue to be protected in our ability to pass through unusual cost increases. So we feel good about that. And I think our performance will return to what's expected when and as we get to more normal fire seasons.

And Connor, I'll just add real quick, it’s mid-teens EBITDA growth off of a normalized fire season. You just got to be careful on peak or trough years, which is what we know is in the earnings call. If 2022 had been a roughly normalized fire season, we think roughly mid-teens growth off of the $141 million of adjusted EBITDA we delivered last year would be reasonable. So that's a pretty good, albeit rough approximation of on-trend 2022 EBITDA, and then mid-teens growth off that makes good sense as a very preliminary starting point going forward.

Could you please clarify that point? Thank you for the insight. If I consider 2021 as a typical year, do you believe that the underlying improvements made in 2022 would result in mid-teens EBITDA growth? And if 2023 is also a typical year, would that not only contribute to volume benefits but also lead to additional mid-teens EBITDA growth, or are we just looking at improvements from one year? How should I approach this?

We think you can take 2021, which was $141 million spot for, had this year been normal or at least a normalized fire season, it would be roughly mid-teen. The EBITDA growth that will get you to 141.4 times 1.15, right, to be very specific. And then wherever that number is, assume mid-teens growth in ’23 over ’22 assuming ’23 is a normalized fire season.

Got it. Thanks. And then obviously one of the big conversations on your stock is competition. So I'm wondering if you could just provide an update on what the state of competitors attempting to enter the market and qualify for use is right now?

You can check the Fire Service website to see that there haven't been any significant changes in the last quarter. I want to emphasize that during the last 20 years of running this business, there has hardly been a day without someone trying to enter the market. Some companies attract more attention than others, and there's a lot of activity happening right now. However, we are confident about our market position looking ahead.

Alright, I'll turn it back. Thank you.

Thank you. Our next question comes from Brian De Rubio from Baird. Please go ahead.

Good morning, I have a few questions. I would like to focus on Specialty Products for a moment. I might have missed this, but could you provide a general overview of the drivers? Are you experiencing better volumes in that business or is it primarily related to pricing? I'm interested in understanding the various factors at play.

Yeah, so as I mentioned previously, we are working hard to improve the business across all of our value drivers. That includes driving price to value, taking costs out of the system and looking for profitable new business. We've made good progress over the last year in all aspects across all three value drivers. You can see that in the results. And we think that we'll continue to make improvements going forward across all aspects of that business.

Maybe that's another way, you know in that business, what's sort of the capacity? What's the operating rate today? And you do have the ability to drive more volumes or is this going to be more of a price-driven story going forward?

We believe we have the ability to take on profitable new business that we're working on; we feel good about that.

Okay. Wanted to touch on a non-cash item but you know, as it relates to your M&A activity, both this quarter and last quarter, you guys took actually non-cash gains on the contingent earn-outs. Last quarter was $9.4 million, this quarter was, I think like $3.6 million. Obviously, when that happens, it means one of your M&A targets has not performed as well as you thought. So we'd love to get maybe a little bit more detail on what exactly happened there, and how are you thinking about M&A sort of today?

Yeah, good morning. This is Chuck. Yeah, thanks for the question. In terms of the historical M&A, really, that's just as simple as a shift of product from earn-out eligible product to not earn-out eligible, so the decrease in the liability there.

And, Brian, going forward, our view on M&A is completely unchanged. We're very focused on it. We'd love to get very high-quality transactions done. When we do it, we create significant shareholder value as we find long-term free cash flow per share. On the one hand, it's a very good M&A environment with less competition, restricted access to capital and we're in a great cash situation both on the balance sheet and forward expectations of cash generation. On the other hand, it's just more challenging to get things done and price things loose in this environment, and we're working super hard at it. Stay tuned.

I have one last question, and I think I already know the answer. However, I noticed that the ticker symbol of your bonds has changed in the last couple of months. Can you tell me why that is?

That’s beyond our take rate.

Okay, just confused everybody. They were looking for Peri MS, they got locked to HLD. Everybody's calling me up, was like, what's this new bond I own? So, but okay.

Okay. If you're asking me on the earnings call, it sounds like it's important to our bondholders, and therefore it's very important to us. Let us figure that out. And you'll get an e-mail from us, Brian, with a clarification. Thanks for pointing it out.

Thank you. Ladies and gentlemen, we have reached the end of the question-and-answer session. And now I would like to turn the conference over to Mr. Edward Goldberg, CEO, for closing comments.

Thank you all for joining our third-quarter earnings call. We're looking forward to talking to you again in a few months to report fourth-quarter and full-year 2022 earnings.

Thank you. The conference of Perimeter Solutions has now concluded. Thank you for your participation. Have a lovely day.