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Perimeter Solutions Reports Fourth Quarter 2024 Financial Results
Business
Feb 20 2025
22 min read

Perimeter Solutions Reports Fourth Quarter 2024 Financial Results

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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--(Newsfile Corp. - 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,

2024

2023

2024

2023

Net sales

$

86,231

$

59,455

$

560,968

$

322,108

Cost of goods sold

44,336

40,717

243,882

193,813

Gross profit

41,895

18,738

317,086

128,295

Operating expenses:

Selling, general and administrative expense

21,013

13,577

66,901

46,513

Amortization expense

13,741

13,753

55,032

55,065

Founders advisory fees - related party

(54,789)

325

198,308

(108,481)

Intangible impairment

40,738

Other operating expense

612

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, net

9,169

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, net

11,389

8,417

43,096

32,867

Income (loss) before income taxes

49,929

(17,334

)

(46,863

)

61,583

Income tax benefit

94,241

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:

 

 

 

 

Basic

147,058,719

150,833,523

145,713,439

154,666,717

Diluted

160,931,755

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, 2024

December 31, 2023

Assets

Current assets:

Cash and cash equivalents

$

198,456

$

47,276

Accounts receivable, net

56,048

39,593

Inventories

116,347

145,652

Prepaid expenses and other current assets

23,173

18,493

Total current assets

394,024

251,014

Property, plant, and equipment, net

64,777

59,402

Operating lease right-of-use assets

17,298

16,339

Finance lease right-of-use assets

6,173

6,064

Goodwill

1,034,543

1,036,279

Customer lists, net

637,745

674,786

Technology and patents, net

173,307

180,653

Tradenames, net

87,365

89,568

Other assets, net

1,162

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 liabilities

30,450

30,710

Founders advisory fees payable - related party

6,677

2,702

Deferred revenue

1,842

Total current liabilities

62,488

55,051

Long-term debt, net

667,774

666,494

Operating lease liabilities, net of current portion

15,540

14,908

Finance lease liabilities, net of current portion

6,013

5,547

Deferred income taxes

152,203

253,454

Founders advisory fees payable - related party

240,083

56,917

Preferred stock

109,966

105,799

Preferred stock - related party

2,831

2,764

Other liabilities

2,226

2,193

Total liabilities

1,259,124

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 capital

1,911,035

1,701,163

Accumulated other comprehensive loss

(39,232

)

(19,710)

Accumulated deficit

(586,723

)

(580,818)

Total shareholders' equity

1,157,270

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,

2024

2023

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 expense

65,718

64,855

Interest and payment-in-kind on preferred shares

7,057

6,792

Share-based compensation

12,849

1,596

Non-cash lease expense

5,070

5,248

Deferred income taxes

(99,557

)

(25,816)

Intangible impairment

40,738

Amortization of deferred financing costs

1,730

1,664

Gain on contingent earn-out

(7,273)

Foreign currency loss (gain)

2,443

(1,655)

Loss on disposal of assets

66

139

Changes in operating assets and liabilities, net of acquisitions:

 

 

Accounts receivable

(13,293

)

(14,435)

Inventories

29,872

(2,044)

Prepaid expenses and current other assets

(843

)

1,014

Accounts payable

(754

)

(15,335)

Deferred revenue

1,842

Income taxes payable, net

(13,299

)

(3,498)

Accrued expenses and other current liabilities

4,306

(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 activities

188,388

193

Cash flows from investing activities:

 

 

Purchase of property and equipment

(15,531

)

(9,435)

Proceeds from short-term investments

5,383

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 warrants

23,509

Principal payments on finance lease obligations

(740

)

(387)

Net cash provided by (used in) financing activities

8,349

(64,453)

Effect of foreign currency on cash and cash equivalents

(2,617

)

(320)

Net change in cash and cash equivalents

151,180

(79,474)

Cash and cash equivalents, beginning of period

47,276

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, 2024

Three Months Ended December 31, 2023

Fire Safety

Specialty
Products

Total

Fire Safety

Specialty
Products

Total

Income (loss) before income taxes

$

45,304

$

4,625

$

49,929

$

(17,741

)

$

407

$

(17,334)

Depreciation and amortization

12,858

3,645

16,503

12,888

3,474

16,362

Interest and financing expense

9,694

(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 expense

2,735

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, 2024

Year Ended December 31, 2023

 

Fire Safety

 

Specialty
Products

 

Total

Fire Safety

 

Specialty
Products

 

Total

(Loss) income before income taxes

$

(35,277

)

$

(11,586)

 

$

(46,863)

$

36,073

$

25,510

$

61,583

Depreciation and amortization

51,365

 

14,353

 

65,718

51,178

 

13,677

 

64,855

Interest and financing expense

39,547

 

914

 

40,461

38,305

 

3,073

 

41,378

Founders advisory fees - related party

169,886

 

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 expense

8,545

 

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, 2024

Year Ended December
31, 2024

GAAP net income (loss)

$

144,170

$

(5,905)

Adjustments:

 

 

Amortization

13,741

55,032

Founders advisory fees - related party

(54,789

)

198,308

Non-recurring expenses (1)

4,981

7,378

Share-based compensation expense

4,801

12,849

Foreign currency loss

2,280

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, 2024

Nine Months Ended
September 30, 2024

GAAP net loss

$

(89,167

)

$

(150,075)

Adjustments:

 

 

Amortization

13,765

41,291

Founders advisory fees - related party

184,176

253,097

Non-recurring expenses (1)

1,834

2,397

Share-based compensation expense

3,312

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, 2024

Six Months Ended
June 30, 2024

GAAP net income (loss)

$

21,650

$

(60,908)

Adjustments:

 

 

Amortization

13,755

27,526

Founders advisory fees - related party

588

68,921

Non-recurring expenses (1)

23

563

Share-based compensation expense

2,994

4,736

Foreign currency loss

224

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:

 

Amortization

13,771

Founders advisory fees - related party

68,333

Non-recurring expenses (1)

540

Share-based compensation expense

1,742

Foreign currency loss

1,293

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/241492