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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2025
PERIMETER SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-41027 33-2098357
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS. Employer
Identification No.)
800 Maryland Avenue, Suite 350
Clayton, Missouri 63105
(Address of principal executive offices, including zip code)
(314) 396-7343
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐


Item 2.02     Results of Operations and Financial Condition.
On February 20, 2025, Perimeter Solutions, Inc. (the "Company") issued a press release announcing its financial results for its fiscal quarter and year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1.
The information furnished under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01     Financial Statements and Exhibits
(d)Exhibits
The following exhibits are being furnished as part of this Current Report on Form 8-K.
Exhibit
No.
 Description
 
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Perimeter Solutions, Inc.
Date: February 20, 2025
By:/s/ Kyle Sable
Kyle Sable
Chief Financial Officer






Exhibit 99.1
Perimeter Solutions Reports Fourth Quarter 2024 Financial Results
February 20, 2025

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, 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.
SOURCE: Perimeter Solutions, Inc.
CONTACT: ir@perimeter-solutions.com






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,
2024202320242023
Net sales$86,231 $59,455 $560,968 $322,108 
Cost of goods sold44,336 40,717 243,882 193,813 
Gross profit41,895 18,738 317,086 128,295 
Operating expenses:
Selling, general and administrative expense21,013 13,577 66,901 46,513 
Amortization expense13,741 13,753 55,032 55,065 
Founders advisory fees - related party(54,789)325 198,308 (108,481)
Intangible impairment— — — 40,738 
Other operating expense612 — 612 10 
Total operating expenses(19,423)27,655 320,853 33,845 
Operating income (loss)61,318 (8,917)(3,767)94,450 
Other expense (income):
Interest expense, net9,169 10,440 40,461 41,378 
Gain on contingent earn-out— — — (7,273)
Foreign currency loss (gain)2,280 (2,411)2,443 (1,655)
Other (income) expense, net(60)388 192 417 
Total other expense, net11,389 8,417 43,096 32,867 
Income (loss) before income taxes49,929 (17,334)(46,863)61,583 
Income tax benefit94,241 4,093 40,958 5,903 
Net income (loss)144,170 (13,241)(5,905)67,486 
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments(23,627)10,626 (19,522)5,761 
Total comprehensive income (loss)$120,543 $(2,615)$(25,427)$73,247 
Earnings (loss) per share:
Basic$0.98 $(0.09)$(0.04)$0.44 
Diluted$0.90 $(0.09)$(0.04)$0.41 
Weighted average number of shares outstanding:
Basic147,058,719 150,833,523 145,713,439 154,666,717 
Diluted160,931,755 150,833,523 145,713,439 166,452,022 







PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share and per share data)
(Unaudited)
 December 31, 2024December 31, 2023
Assets
Current assets:
Cash and cash equivalents$198,456 $47,276 
Accounts receivable, net56,048 39,593 
Inventories116,347 145,652 
Prepaid expenses and other current assets23,173 18,493 
Total current assets394,024 251,014 
Property, plant, and equipment, net64,777 59,402 
Operating lease right-of-use assets17,298 16,339 
Finance lease right-of-use assets6,173 6,064 
Goodwill1,034,543 1,036,279 
Customer lists, net 637,745 674,786 
Technology and patents, net173,307 180,653 
Tradenames, net87,365 89,568 
Other assets, net1,162 1,317 
Total assets$2,416,394 $2,315,422 
Liabilities and Shareholders Equity
Current liabilities:
Accounts payable$23,519 $21,639 
Accrued expenses and other current liabilities30,450 30,710 
Founders advisory fees payable - related party6,677 2,702 
Deferred revenue1,842 — 
Total current liabilities62,488 55,051 
Long-term debt, net667,774 666,494 
Operating lease liabilities, net of current portion15,540 14,908 
Finance lease liabilities, net of current portion6,013 5,547 
Deferred income taxes152,203 253,454 
Founders advisory fees payable - related party 240,083 56,917 
Preferred stock109,966 105,799 
Preferred stock - related party2,831 2,764 
Other liabilities2,226 2,193 
Total liabilities1,259,124 1,163,127 
Commitments 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, 2024
17 — 
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
— 165,067 
Treasury 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 capital1,911,035 1,701,163 
Accumulated other comprehensive loss(39,232)(19,710)
Accumulated deficit(586,723)(580,818)
Total shareholders' equity1,157,270 1,152,295 
Total 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,
20242023
Cash 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 expense65,718 64,855 
Interest and payment-in-kind on preferred shares7,057 6,792 
Share-based compensation12,849 1,596 
Non-cash lease expense5,070 5,248 
Deferred income taxes(99,557)(25,816)
Intangible impairment— 40,738 
Amortization of deferred financing costs1,730 1,664 
Gain on contingent earn-out— (7,273)
Foreign currency loss (gain)2,443 (1,655)
Loss on disposal of assets66 139 
Changes 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)1,014 
Accounts 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)75 
Net cash provided by operating activities188,388 193 
Cash 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 period47,276 126,750 
Cash and cash equivalents, end of period$198,456 $47,276 
Supplemental disclosures of cash flow information:
Cash paid for interest$37,317 $37,005 
Cash paid for income taxes$74,559 $25,960 
Non-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, 2023
Fire SafetySpecialty
Products		TotalFire SafetySpecialty
Products		Total
Income (loss) before income taxes$45,304 $4,625 $49,929 $(17,741)$407 $(17,334)
Depreciation and amortization12,858 3,645 16,503 12,888 3,474 16,362 
Interest and financing expense9,694 (525)9,169 9,654 786 10,440 
Founders advisory fees - related party(46,936)(7,853)(54,789)256 69 325 
Non-recurring expenses (1)
3,743 1,238 4,981 1,385 719 2,104 
Share-based compensation expense2,735 2,066 4,801 1,542 184 1,726 
Foreign currency (gain) loss (154)2,434 2,280 (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 SafetySpecialty
Products		TotalFire SafetySpecialty
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, 2024
GAAP net income (loss)$144,170 $(5,905)
Adjustments:
Amortization13,741 55,032 
Founders advisory fees - related party(54,789)198,308 
Non-recurring expenses (1)
4,981 7,378 
Share-based compensation expense4,801 12,849 
Foreign currency loss2,280 2,443 
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)160,931,755 145,713,439 
Options (3)
— 1,446,487 
Warrants (3)
— 49,876 
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)151,503,511 147,209,802 
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, 2024
GAAP net loss$(89,167)$(150,075)
Adjustments:
Amortization13,765 41,291 
Founders advisory fees - related party184,176 253,097 
Non-recurring expenses (1)
1,834 2,397 
Share-based compensation expense3,312 8,048 
Foreign currency (gain) loss(1,354)163 
Tax impact of non-GAAP adjustments (2)
(1,947)(10,579)
Adjusted net income$110,619 $144,342 
Shares used in computing GAAP Earnings Per Share (diluted)145,222,189 145,247,477 
Options (3)
1,540,658 513,553 
Warrants (3)
— — 
Shares underlying Founders fixed advisory fees (4)
— — 
Shares underlying Founders variable advisory fees (5)
— — 
Shares used in computing Adjusted Earnings Per Share (diluted)146,762,847 145,761,030 
GAAP Loss Per Share (diluted)$(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, 2024
GAAP net income (loss)$21,650 $(60,908)
Adjustments:
Amortization13,755 27,526 
Founders advisory fees - related party588 68,921 
Non-recurring expenses (1)
23 563 
Share-based compensation expense2,994 4,736 
Foreign currency loss224 1,517 
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)154,664,770 145,279,938 
Options (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)145,236,526 145,279,938 
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, 2024
GAAP 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)145,326,933 
Options (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.

v3.25.0.1
Cover Page
Feb. 20, 2025
Cover Page [Abstract]  
Document Type 8-K
Document Period End Date Feb. 20, 2025
Entity Registrant Name PERIMETER SOLUTIONS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-41027
Entity Tax Identification Number 33-2098357
Entity Address, Address Line One 800 Maryland Avenue
Entity Address, Address Line Two Suite 350
Entity Address, City or Town Clayton
Entity Address, State or Province MO
Entity Address, Postal Zip Code 63105
City Area Code 314
Local Phone Number 396-7343
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol PRM
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001880319
Perimeter Solutions (PK) (USOTC:PRMFF)
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