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PARENT COMPANY INFORMATION
 12 Months Ended
Dec. 31, 2022
Condensed Financial Information Disclosure [Abstract]  
PARENT COMPANY INFORMATION PARENT COMPANY INFORMATION
PERIMETER SOLUTIONS, SA
PARENT COMPANY INFORMATION
CONDENSED BALANCE SHEETS
(in thousands)
December 31, 2022December 31, 2021
Assets
Current assets:
 Cash and cash equivalents$59,157 $216,413 
Intercompany receivable17,549 14,325 
Prepaid expenses and other current assets3,699 8,195 
Total current assets80,405 238,933 
Other assets:
Investment in subsidiaries1,410,004 1,352,389 
Intercompany note receivable— 20,000 
Other assets, net124 — 
Total assets$1,490,533 $1,611,322 
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable$3,545 $455 
Intercompany payable64,555 60,566 
Founders advisory fees payable - related party4,655 53,547 
Accrued expenses and other current liabilities3,672 636 
Total current liabilities76,427 115,204 
Founders advisory fees payable - related party170,718 312,242 
Redeemable preferred shares101,279 96,867 
Redeemable preferred shares - related party3,209 3,699 
Total liabilities351,633 528,012 
Shareholders’ equity:
Total shareholders’ equity1,138,900 1,083,310 
Total liabilities and shareholders’ equity$1,490,533 $1,611,322 
See accompanying notes to condensed financial statements.
PERIMETER SOLUTIONS, SA
PARENT COMPANY INFORMATION
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands)
Year Ended December 31, 2022November 9, 2021 through
December 31, 2021
Operating expenses:
Selling, general and administrative expense$18,471 $2,254 
Founders advisory fees - related party(117,302)652,990 
Total operating (income) expense(98,831)655,244 
Operating income (loss)98,831 (655,244)
Other expenses5,267 934 
Income (loss) before undistributed earnings of subsidiaries93,564 (656,178)
Undistributed earnings of subsidiaries(1,806)(24,279)
Net income (loss)91,758 (680,457)
Total comprehensive income (loss)$91,758 $(680,457)
See accompanying notes to condensed financial statements.
PERIMETER SOLUTIONS, SA
PARENT COMPANY INFORMATION
CONDENSED STATEMENT OF CASH FLOWS
(in thousands)
Year Ended December 31, 2022November 9, 2021 through
December 31, 2021
Cash flows from operating activities:
Net income (loss)$91,758 $(680,457)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Founders advisory fees - related party (change in accounting fair value)(117,302)— 
Equity in earnings of subsidiaries1,806 24,279 
Interest and payment-in-kind on preferred shares5,229 944 
Share-based compensation285 1,182 
Share-based compensation - Founders advisory fees - related party (equity settled)— 287,200 
Changes in operating assets and liabilities, net of acquisitions:
Intercompany receivable766 (14,325)
Prepaid expenses and current other assets4,496 (8,195)
Accounts payable3,090 455 
Accrued expenses and other current liabilities1,729 889 
Founders advisory fees - related party (cash settled)(53,547)365,789 
Net cash used in operating activities(61,690)(22,239)
Cash flows from investing activities:
Purchase of property and equipment(124)— 
Investment in subsidiaries(71,638)(1,209,155)
Intercompany note receivable20,000 (20,000)
Net cash used in investing activities(51,762)(1,229,155)
Cash flows from financing activities:
Ordinary shares repurchased(44,333)— 
Proceeds from exercise of warrants529 — 
Sale of Ordinary Shares issued to Director Subscribers— 2,000 
Net cash (used in) provided by financing activities(43,804)2,000 
Net change in cash and cash equivalents(157,256)(1,249,394)
Cash and cash equivalents, beginning of period216,413 1,465,807 
Cash and cash equivalents, end of period$59,157 $216,413 
Non-cash investing and financing activities:
Liability portion of founders advisory fees - related party reclassified to additional paid in capital$19,568 $— 
Redeemable preferred shares issued as consideration for business combination$— $100,000 
Management Subscribers rollover contribution$— $11,048 
See accompanying notes to condensed financial statements.
PERIMETER SOLUTIONS, SA
PARENT COMPANY INFORMATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation
The condensed parent-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of the Company exceed 25% of the consolidated net assets of the Company.
Perimeter Solutions, SA, (the “Parent Company”), has no material assets or standalone operations other than its ownership in its consolidated subsidiaries, the redeemable preferred shares described in Notes 7 and 10, the cash from the proceeds of sale of Ordinary Shares described in Note 3, the cash paid on repurchase of Ordinary Shares described in Note 10 and the Founder Advisory Fees described in Notes 11 and 13. Under the terms of the Revolving Credit Facility entered into by the SK Intermediate II, a wholly owned subsidiary of SK Intermediate, which itself is a wholly owned subsidiary of Perimeter Solutions, SA, SK Intermediate II is restricted from making dividends, distributions, or other payments to Perimeter Solutions, SA. As of December 31, 2022, substantially all of the consolidated net assets of SK Intermediate II are considered restricted net assets as defined in Rule 4-08(e)(3) of Regulation S-X.
The accompanying condensed financial statements include the accounts of the Parent Company and, on an equity basis, its direct and indirect subsidiaries and affiliates. Accordingly, these condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, the Parent Company’s investments in subsidiaries are presented under the equity method of accounting. These condensed parent company financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements, with the only exception being that the parent company accounts for its subsidiaries using the equity method. These condensed parent-only financial statements should be read in conjunction with the consolidated financial statements and related notes thereto.