PRM 8-K

Perimeter Solutions, Inc. (PRM)

8-K 2021-12-14 For: 2021-12-14

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Added on April 11, 2026

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Exhibit No.		Description

99.1		Press release issued by Perimeter Solutions, SA on December 14, 2021.


PERIMETER SOLUTIONS, SA

By:	/s/ Barry Lederman
	Name:	Barry Lederman
	Title:	Chief Financial Officer


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020

	(unaudited)						(unaudited)
Net sales	$	195,414		$	174,259		$	316,460		$	283,758
Cost of goods sold		86,081			76,264			159,895			145,704

Gross profit		109,333			97,995			156,565			138,054
Operating expenses:
Selling, general, and administrative		15,333			8,845			42,544			26,579
Amortization expense		13,276			12,836			39,818			38,264
Other operating expense		313			360			1,066			1,051

Total operating expenses		28,922			22,041			83,428			65,894

Operating income		80,411			75,954			73,137			72,160
Other expense:
Interest expense—net		8,065			9,244			23,951			33,494
Loss on contingent earnout		—			—			2,763			—
Unrealized foreign currency (gain) loss		1,634			(2,615	)		3,892			(2,768	)
Other (income) expense—net		66			(271	)		(252	)		(351	)

Total other expenses, net		9,765			6,358			30,354			30,375

Income before income taxes		70,646			69,596			42,783			41,785
Income tax expense		(18,637	)		(16,966	)		(13,151	)		(11,242	)

Net income		52,009			52,630			29,632			30,543

Other comprehensive income:
Foreign translation adjustments		(2,020	)		2,209			(2,424	)		(1,234	)

Total comprehensive income	$	49,989		$	54,839		$	27,208		$	29,309

Net income per share:
Basic	$	0.98		$	0.99		$	0.56		$	0.58
Diluted	$	0.98		$	0.99		$	0.56		$	0.58
Weighted-average shares used in computing net income per share:
Basic		53,045,510			53,045,510			53,045,510			53,045,510
Diluted		53,045,510			53,045,510			53,045,510			53,045,510


	As of September 30, 2021			As of December 31, 2020
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	39,581		$	22,478
Accounts receivable, net of allowance for doubtful accounts of $987 and $1,044 as of September 30, 2021 and December 31, 2020, respectively		97,107			28,896
Inventories (1)		64,792			58,784
Income tax receivable		—			11,457
Prepaid expenses and other current assets		7,973			11,406

Total current assets		209,453			133,021
Property, plant, and equipment—net		48,496			48,235
Goodwill		486,375			482,041
Customer lists—net		271,390			304,308
Existing technology and patents—net		126,967			135,928
Other intangible assets—net		33,232			33,464
Other assets		863			1,209

Total assets	$	1,176,776		$	1,138,206

Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt, net of unamortized debt issuance costs	$	5,610		$	6,723
Accounts payable		22,840			9,869
Deferred revenue		1,117			286
Accrued expenses and other current liabilities		21,296			16,045

Total current liabilities		50,863			32,923
Long-term debt, less current portion, net of unamortized debt issuance costs		679,540			680,548
Deferred income taxes		106,792			112,162
Other liabilities		20,951			21,151

Total liabilities	$	858,146		$	846,784

Commitments and contingencies
Shareholders’ equity:
Common stock, $1 par value per share; 53,045,510 shares authorized as of September 30, 2021 and December 31, 2020; 53,045,510 shares issued and outstanding as of September 30, 2021 and December 31, 2020		53,046			53,046
Additional paid-in capital		289,344			289,344
Accumulated other comprehensive loss		(5,598	)		(3,174	)
Accumulated deficit		(18,162	)		(47,794	)

Total shareholders’ equity		318,630			291,422

Total liabilities and shareholders’ equity	$	1,176,776		$	1,138,206


	As of September 30, 2021			As of September 30, 2020
	(unaudited)
Cash flows from operating activities:
Net income	$	29,632		$	30,543
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization expense		45,593			43,371
Deferred income taxes		(5,195	)		(6,884	)
Amortization of deferred financing costs		2,432			2,649
Loss on contingent earnout		2,763			—
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(68,211	)		(65,763	)
Inventories		(5,554	)		15,529
Income tax receivable		11,457			6,528
Prepaid expenses and other current assets		3,104			(2,490	)
Other assets		346			592
Accounts payable,		12,971			(1,613	)
Deferred revenue		831			831
Accrued expenses and other current liabilities		2,448			7,831
Other liabilities		(200	)		576

Net cash provided by operating activities		32,417			31,700

Cash flows from investing activities:
Purchase of property and equipment		(5,149	)		(5,695	)
Purchase of businesses, net of cash acquired		(7,464	)		(1,970	)

Net cash used in investing activities		(12,613	)		(7,665	)

Cash flows from financing activities:
Proceeds from revolving credit facility		19,500			72,100
Repayments of revolving credit facility		(19,500	)		(93,700	)
Repayment of long-term debt		(4,211	)		(4,208	)

Net cash used in financing activities		(4,211	)		(25,808	)

Effect of foreign currency on cash and cash equivalents		1,510			(3,381	)

Net change in cash and cash equivalents		17,103			(5,154	)
Cash and cash equivalents at the beginning of year		22,478			9,822

Cash and cash equivalents at the end of year	$	39,581		$	4,668

Supplemental disclosures of cash flow information:
Cash paid for interest	$	21,502		$	37,877
Cash paid for income taxes		7,092			4,885