Perimeter Solutions, Inc. (PRM) Q4 FY2025 Earnings Call Transcript & Summary

Greetings, and welcome to the Perimeter Solutions Q4 2025 Earnings Call. [Operator Instructions]. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Seth Barker, Head of Investor Relations. You may begin.

Thank you, operator. Good morning, everyone, and thank you for joining Perimeter Solutions' Fourth Quarter 2025 Earnings Call. Speaking on today's call are Haitham Khouri, Chief Executive Officer; and Kyle Sable, 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, February 26, 2026, and these statements have not been nor will they be updated subsequent to today's call. 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, particularly any risk factors included in our filings for a more complete discussion of factors that could impact our results, expectations or assumptions. The company would also like to advise you that during the call, we will be referring to non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA margin, LTM adjusted EBITDA, adjusted EPS and free cash flow. The reconciliation of and other information regarding these items can be found in our earnings press release and presentation, both of which will be available on our website. With that, I will turn the call over to Haitham Khouri, Chief Executive Officer.

Thank you, Seth. Good morning, everyone. I'll start on Slide 3 with key observations from 2025. First, structural earnings power expansion. Our 2025 results demonstrate the sustainability of our higher earnings power. This higher baseline profitability first exhibited in 2024 is the direct result of the rigorous application of our operational value drivers. Second, financial consistency. In addition to increasing our structural earnings power, we've transitioned Perimeter towards greater financial consistency. The primary driver is the change in our retardant contract structures, which have shifted from purely volume-based models towards more fixed and recurring structures, significantly reducing our sensitivity to fire season volatility. This greater consistency is further reinforced by the growth and diversification of our international retardant business, growth in our non-retardant businesses, including our suppressants business and the impact of our operational value drivers on our results regardless of external conditions. The third observation, M&A. 2025 established our M&A strategy with the acquisitions of IMS and MMT, both of which we feel excellent about and both of which we'll discuss later in our remarks. Turning to a summary of our strategy on Slide 4. Our goal is to fulfill our critical mission by providing our customers with high-quality products and exceptional service while delivering our investors private equity-like returns with the liquidity of a public market. Our strategy is built on 3 key operational pillars. First, we own exceptional businesses. These are niche market leaders that play critical roles in solving complex customer problems, qualities that support high returns on invested capital and durable earnings growth. Second, we rigorously apply our 3 operational value drivers to the businesses we own. We drive profitable new business, achieve continual productivity improvements and provide increasing value to customers, which we share in through value-based pricing. Third, we operate our businesses in a highly decentralized manner, granting our business unit managers full operating autonomy paired with the accountability to deliver results with a tightly aligned incentive structure for our managers to think and act like owners. We believe that our operational pillars will optimize our durable long-term free cash flow. We then seek to maximize long-term per share equity value through a clear focus on the allocation of our capital as well as the management of our capital structure. Turning to our fire safety operations on Slide 5. Fire Safety delivered a strong year, primarily driven by execution on our value drivers. We continue to win profitable new business, including entry into preventative rail applied retardant in Europe, expansion of our air-based services in multiple geographies and ongoing penetration of our fluorine-free products globally. We continue to realize productivity benefits, including from our new retardant manufacturing facility outside of Sacramento, and we continually increase our customer value proposition across products, for example, in suppressants with our new multipurpose AD foams and in our Canadian retardant operations with enhanced air-based service and manufacturing capabilities and share in this value creation through value-based pricing. Combined, these actions increased structural earnings power, compound each year while strengthening our customer relationships. Fire Safety's 2025 results also showcased our transition towards greater financial consistency with higher year-over-year revenue and adjusted EBITDA despite a notably less severe North American fire season. We renewed substantially all of our key retardant contracts over the past 2 years, culminating in our cornerstone 5-year U.S. Forest Service contract. Our contracts have shifted away from purely volume-based models towards more fixed and recurring structures, notably reducing our sensitivity to fire season variability and increasing our business' consistency. As I mentioned prior, this increased consistency is further reinforced by the growth and diversification of our international retardant business, growth in our non-retardant businesses, including our suppressants business and the impact of our operational value drivers on our results regardless of external conditions. Looking forward, we will continue to rigorously apply our value drivers and paired with the secular growth drivers aiding our fire safety business, including higher acres burned and expanding air tanker fleet, continued growth in the wildland urban interface, new retardant application methods and the global transition to flooring-free foams, our Fire Safety segment is well positioned for profitable growth. Switching to Specialty Products and starting with our P2S5 business, PDI. The operational and safety challenges at the Sauget, Illinois facility operated by Flexsys continued in the fourth quarter and into 2026. As we have previously discussed, since the Flexsys assets were acquired by One Rock Capital in 2021, the plant has experienced a sustained deterioration in operating reliability and safety performance relative to its historical levels and relative to our owned and operated P2S5 facility. During the fourth quarter, unplanned downtime once again materially reduced production volumes and negatively impacted PDI's financial results. More troubling are the recurring safety incidents at and around the plant. These are not isolated events. They reflect a pattern of declining operational performance and safety standards under One Rock's ownership. We believe these incidents are likely to continue and may worsen so long as the current ownership and operating structure remain in place. In our view, One Rock as the controlling owner of Flexsys is directly responsible for the strategic, financial and operational decisions that have led to the plant's instability and troubling safety incidents. We believe that decisions made under One Rock's ownership have prioritized short-term financial considerations over sustained investment in operational integrity, reliability and safety. The result is a facility that is underperforming operationally, financially and most importantly, from a safety standpoint. This is unacceptable. We believe that the fastest and most responsible path to stabilization is a change in operational control. As previously disclosed, in 2025, we exercised our contractual right to assume operation of the Sauget plant. Flexsys and its owner, One Rock, have refused to permit that transition. Instead, they have engaged in bad faith negotiations and obstructive conduct designed to delay and frustrate the transfer of control. We believe these actions have unnecessarily prolonged operational instability and increased risk exposure for employees, customers and the surrounding Sauget community. Every month of delay has consequences. We are pursuing every available legal remedy in our ongoing litigation, and we'll continue to press our claims aggressively. We intend to hold Flexsys and One Rock fully accountable for their actions and for the operational and financial damage that has resulted from the refusal to honor the contractual framework governing this facility. In parallel, we are evaluating strategic and legal alternatives available to ensure continuity of supply for our customers, safeguard the employees and communities affected by the plant's performance and return to prior levels of financial performance with respect to the operations at Sauget. We will not agree to economically unreasonable proposals or course of tactics. Our commitment to regaining operational control of this facility is absolute. Until this matter is resolved, investors should expect continued variability in our P2S5 business. However, our track record of owning and operating P2S5 facilities safely and reliably ourselves is well established. If we assume control of Sauget or a separate P2S5 plant, if that's where this path ends, we are confident we can restore operational discipline, materially improve safety standards and return the facility to stable, efficient production. Our priority here is clear: serve our customers, protect workers, support the Sauget community and preserve the long-term value of this asset. Ownership carries responsibility. We intend to ensure that responsibility is met. Moving to IMS. IMS focuses on acquiring proprietary product lines and driving profitable growth through operational value driver implementation. In 2025, we executed on this strategy successfully, closing several product line acquisitions, including one in the fourth quarter. We expect IMS to deploy tens of millions of dollars annually into high IRR product line acquisitions and for IMS to represent an increasingly material portion of our company over time. Finally, I'll turn to MMT, which closed in January. MMT manufactures engineered machinery and proprietary aftermarket components used in the production of complex minimally invasive medical devices, specifically catheters and guidewires. MMT aligns with our operational value driver strategy based on 4 specific attributes. First, MMT is a leader in a highly specialized industry where quality and reliability are paramount to customer success. Second, MMT has a track record of high single-digit to low double-digit organic growth, driven by increasing adoption of minimally invasive procedures, increasing device complexity and a trend towards engineered machinery outsourcing. Third, MMT has a large and growing installed base, which must be serviced with aftermarket consumables, spare parts and services, which are almost always proprietary. Fourth, MMT has a successful track record of tuck-in M&A, which we expect to continue. MMT recorded approximately $140 million in revenue and $50 million in adjusted EBITDA in 2025. One month into our ownership, initial value driver implementation validates our investment thesis, and we expect MMT's 2026 results to reflect meaningful year-over-year growth as these operational changes take effect. With that, I'll turn the call over to Kyle for a more detailed review of our financials, earnings power and capital allocation in the quarter.

Thanks, Haitham. Our results in 2025 reflect our higher structural earnings power and highlight our improved financial stability. I'll start on Slide 8, where all growth rates are shown versus the prior year comparable period. Consolidated revenue reached $652.9 million in 2025, up 16%, while adjusted EBITDA increased 18% to $331.7 million. In the fourth quarter, revenue grew 19% to $102.8 million and adjusted EBITDA rose 9% to $36 million. For the full-year, this performance translated to a GAAP loss per share of $1.37 compared to a GAAP loss per share of $0.04 in the prior year. Adjusted EPS for 2025 was $1.34, up from $1.11 last year, representing an increase of approximately 21%. In the fourth quarter, GAAP loss per share was $0.94 compared to GAAP EPS of $0.90 in the prior year quarter. Adjusted EPS for both Q4 2025 and Q4 2024 was $0.13. The 2025 results were achieved with minimal contribution from M&A. With the acquisitions of IMS product lines and MMP, we are introducing a new value creation lever that complements and expands our operational value driver strategy that we expect will contribute growth in structural earnings power in 2026 and beyond. Moving into the segment results and starting with Fire Safety. Full-year revenue totaled $488.9 million, up 12%, while fourth quarter revenue was $58.1 million, down 4% year-over-year. Adjusted EBITDA was $290.5 million for the full-year, representing 21% growth, with the quarter producing $25.5 million, a 6% decline. The full-year improvement reflects disciplined execution of our strategy across a broad range of products and geographies. Within suppressants, we expanded sales by winning new sales volumes at attractive pricing, resulting in $21.8 million of incremental revenue versus last year. We made strong progress converting airports to our latest products while also building replacement volume across our installed base. In retardants, performance was particularly strong outside North America, with sales increasing $18.3 million year-over-year. Larger markets such as Australia and France delivered robust results, while we also made progress in penetrating earlier-stage markets like Italy, where we focused on new applications, including retardant deployments along rail lines. In North America, retardant revenue increased $12.6 million for the full-year despite a pronounced decline in acres burned in the U.S. This performance underscores both the strength of our operational value drivers model and the reduced sensitivity of our revenue base to fire activity. We saw strong execution across all 3 operational value drivers, driving new business as we expanded our footprint to additional bases and faster loading equipment, improving productivity across sourcing and logistics and applying value-based pricing where we've earned the right to share in the value created for our customers. We continue to decouple our revenue from fire activity through contract renewals, intentionally shifting sales towards fixed fees and away from more variable revenue. The net effect has been a revenue base that is less sensitive to volume swings, improving overall revenue quality and supporting our strong 2025 performance. Finally, on North America retardants, more aggressive initial attack strategies by our customers, combined with a more even distribution of acres burned across time and geography, largely offset the impact of fewer acres burned in the U.S. Taken together, Fire Safety's adjusted EBITDA growth highlights the structural earnings power created by our operational value drivers and improved contract mix. Turning to Specialty Products. Revenue for the year reached $163.9 million, an increase of 31%, driven by $41.2 million from acquisitions, partially offset by a $2 million decline in our base business, which was impacted by ongoing unplanned downtime at the Flexsys-operated Sauget plant. Fourth quarter revenue was $44.6 million, up 75% year-over-year, driven by an increase of $13.4 million from recent acquisitions and $5.7 million from the base business. Full-year adjusted EBITDA for Specialty Products rose to $41.2 million, an increase of 3%, while the fourth quarter increased to $10.4 million, up 85%. As Haitham discussed, results in our P2S5 businesses continue to be affected by instability at the Sauget facility. Absent that disruption, we believe the underlying earnings power of this segment is higher than reflected in 2025 results. As previously announced, we acquired Medical Manufacturing Technologies, LLC in January 2026 for $685 million in cash, funded with a combination of cash on hand and the issuance of $550 million of new senior secured notes. MMT is a high-quality platform with attractive returns and strong aftermarket dynamics. As with the other businesses we own, we see meaningful opportunity to compound value through the application of our operational value drivers. If Perimeter had acquired all of MMT on January 1, 2025, we estimate that it would have contributed approximately $140 million of revenue and $50 million of adjusted EBITDA. We expect MMT to deliver solid year-over-year growth in 2026 as we implement our operational value driver strategy. Taken together across the portfolio, our results demonstrate continued structural earnings expansion, improved predictability and the ability to deploy capital into value-creating M&A. We've updated our long-term assumptions as shown on Slide 9 to reflect the business' evolution, the largest impacts being driven by our acquisition of MMT. We now expect annual interest expense to be approximately $75 million, driven by the MMT acquisition funding, which closed in January. Interest expense in Q4 totaled $9.7 million. Tax deductible depreciation, amortization and other items are expected to be in the range of $60 million to $75 million annually going forward and was $19 million in Q4 2025. Capital expenditures are expected to run $30 million to $40 million per year, focused on projects with attractive returns. Capital expenditures for the quarter were $7 million. Our working capital needs fluctuate seasonally and Q4's working capital levels are consistent with our expectations given the level of activity in Q4. We expect that the annual change in working capital will be approximately 10% to 15% of revenue growth going forward, reflecting the increasing size of our non-wildfire-driven businesses in the portfolio. We paid cash for income tax of $20.6 million in Q4 as compared to $43.1 million in the previous year. Going forward, we expect our cash tax rate to be 20% or better. Turning from operations to capital allocation on Slide 10. We deployed approximately $149 million of capital in 2025 across organic reinvestment, bolt-on M&A and opportunistic repurchases, each evaluated against our minimum targeted equity returns of 15% and underwritten to drive durable value creation. Our objective remains maximizing long-term per share equity value through disciplined capital allocation and thoughtful capital structure management. We invested $26.5 million in capital expenditures in 2025, focused on initiatives that support our customers' missions while driving profitable new business and productivity. Our project pipeline continues to build, and we view this reinvestment as a core enabler of our long-term organic adjusted EBITDA growth trajectory. In Q4, we invested $7 million, primarily supporting growth and productivity initiatives. We were active in M&A in 2025, having invested $82 million to acquire product lines for our IMS business as well as select fire safety assets from Compass. In Q4, we acquired our largest set of products yet in a $40 million expansion, validating our belief that we can deploy tens of millions of dollars annually at attractive IRRs for many years to come. Looking forward, our M&A capacity exceeds what we expect to allocate to tuck-in product line acquisitions, and we're actively evaluating additional platform opportunities. The acquisition of MMT is a good example of the type of high-quality businesses we want to own, where we can apply our operational value drivers to drive meaningful post-acquisition improvement, consistent with what you have seen across our portfolio over the past several years. As we've noted before, our acquisition strategy is not industry-specific, it is strategy specific. What ties our businesses together is quality and the applicability of our operational value drivers, not whether a company is chemical, fire or safety by label. As a result, we expect future deals may come from new sub-verticals within the broader industrials landscape. Let me reiterate what we look for. First, we prefer businesses that provide a small but essential component within a larger solution to a critical complex customer problem, often serving a niche need where alternatives do not deliver comparable value. That positioning supports our value creation model, winning profitable new business, driving productivity through operational efficiencies and earning the right to implement value-based pricing. In addition to those core elements, we favor businesses with recurring revenue, secular growth, strong free cash flow generation and high returns on capital and the potential for add-on M&A. Finally, earlier this year, we repurchased $40.4 million of shares when we view the risk-adjusted return is compelling and believe repurchases would not preclude value-creating M&A. As the year progressed, our focus shifted towards pursuing M&A targets. MMT is an important step on that journey, but it's not the end point, and we believe we have capacity and momentum to continue building the portfolio via M&A. Turning to Slide 11. The second half of our capital strategy is to maintain moderate leverage to enhance equity returns. Our debt profile remains attractive with no financial maintenance covenants and substantial liquidity. In addition to our existing $675 million of 5% fixed rate notes due in the fourth quarter of 2029, we also closed $550 million of 6.25% notes due 2034 in January of this year. At quarter end, we were levered 1.1x net debt to adjusted EBITDA with LTM adjusted EBITDA of $331.7 million. We ended the year with $325.9 million of cash and equivalents and an undrawn $200 million revolver. On a pro forma basis, accounting for the closing of MMT and the $550 million notes offering, we were levered 3x net debt to adjusted EBITDA. This leverage level remains below our ideal 4x leverage level, leaving ample financial capacity to pursue value-creating M&A. Lastly, on our capital structure, we amended and extended our revolving credit facility in Q4, doubling the size of the facility to $200 million and keeping in place its attractive spring covenant structure, where we face no maintenance covenants if the facility is less than 40% utilized. The facility has never been used and remains fully available as of today, providing flexibility that supports our goal of deploying capital into value-creating activities while reserving adequate liquidity to support the organic needs of our business. To summarize 2025, we advanced our dual objectives of serving our customers and driving shareholder value. We introduced new products and expanded our solution offerings. We grew adjusted EBITDA through the implementation of our value drivers across each of our businesses. We improved the quality and predictability of our earnings stream through contracting and by diversifying the sources of adjusted EBITDA growth. We leverage our financial strength and value-focused underwriting to deploy over $830 million of capital, including MMT. Looking ahead, our priorities are straightforward: execute on our commitment to our customers, integrate MMT and apply our operational value drivers with urgency and rigor across the entire portfolio of businesses and remain disciplined allocators of capital. We are proud of what our teams delivered in 2025, and we believe we entered 2026 with stronger and more consistent earnings power, strong acquisition momentum and a clear set of priorities for the future. With that, I'll hand the call back to the operator for Q&A.

[Operator Instructions]. Our first question today comes from Joshua Spector of UBS.

I guess first, I have to say congrats on a strong 2025, and I certainly hope that P2S5 ownership issue is resolved sometime in the near term. For my first question, I just wanted to ask on -- you guys made pretty clear points around fixed versus variable mix shifting within fire retardants. Obviously, you have the new contracts layering in next year. When you look at earnings in '25 for the fire retardants business and into '26, how much of that would you say is now under a fixed type contract or a service type payment versus variable? How does that compare versus history?

Josh, thank you for the questions. We haven't broken out and are reluctant to break out a specific fixed variable split. That said, to answer the latter part of your question, the consistency and predictability of the cash flows that come out of each of these contracts and therefore, our retardant fire safety business in general are dramatically more predictable than they were historically and should actually get incrementally more predictable in '26 versus '25, given that the most recent Forest service contract that has kicked in this year adds yet more consistency to those contractual cash flows.

Let me try maybe one other way, I guess, around this in that if we look at this last year, I mean, you talked about a more spread out fire season helped deployment. I think also a more aggressive U.S. stance around firefighting also led to more deployments. I guess when you think about the amount of gallons that you sold, clearly, we can't really look at acres burned as the indicator anymore for what would be that variable piece of it. What would you suggest that we look at? Should we be looking at fire starts? Or is there something else in terms of how we're deploying fire retardants that we should be looking at to think about what's going to drive volumes up or down year-over-year?

It's a good question because it's a very hard one to answer. There's no great metric to accomplish what I believe you're trying to accomplish. The best one of an admittedly not amazing set of metrics, I still think remains U.S. and North American acres burned. I would just say the percent change in our revenue and EBITDA relative to the percent change in acres burned is just dramatically muted relative to what it was in our historical financials.

If maybe I pivot for one last one. Just the $40 million cash deployment into the electro-optical assets and product lines, how should we think about the accretion of those types of deployment? Is it higher or lower than your typical M&A? I don't know if you can give us an EBITDA multiple or how that flows through so we could think about what that's going to mean as you do more of those?

Yes. We think the product line acquisitions at IMS are higher returning than our typical M&A. The beauty of the IMS business model is you can buy very attractive, fully proprietary spec in, very aftermarket heavy, if not exclusively aftermarket product lines at much more attractive multiples and therefore, higher IRRs than you can buy whole companies. We did make a whole company acquisition as our platform when we bought the actual IMS business in late '24. All the acquisitions in '25, and we expect the majority going forward are going to be these very attractive product line acquisitions. Josh, if we say that we won't deploy capital without seeing at least a 15% long-term IRR into any form of capital allocation, and we're telling you the IRRs on these product lines are nicely higher than other forms of capital allocation, I think you can safely infer that the IRRs are very attractive on these acquisitions.

The next question is from Dan Kutz of Morgan Stanley Investment Management.

I just wanted to ask, as you're thinking through, I guess, the 5 broad product lines that you have now and you're thinking through growth drivers and growth prospects across those different business lines, is there any -- would it be possible to stack rank where you see the most long-term growth or where you see relatively more or less long-term growth across the different product lines? Anything you could share to help us think through, I guess, the relative growth prospects would be great.

We hesitate to stack rank them. That said, we think there is very solid organic growth throughout our portfolio. Clearly, the fire safety businesses we initially acquired with Perimeter, both retardant and suppressants, individually and combined have very nice long-term secular volumetric growth profiles. The other business in our portfolio generally have been acquired by us thereafter, and we're only going to acquire businesses with attractive long-term secular growth profiles. It's one of our target economic criteria. Therefore, our Specialty Products segment also has, we think, excellent long-term organic growth potential with strong secular drivers. Therefore, we think this is a solid long-term growth portfolio.

Then maybe on MMT, and you guys have already commented on some of this, but now I guess that the deal is closed and you've been able to look even deeper under the hood for a month or 2 now. As you think about the opportunities to implement your operational value drivers, where do you see bigger opportunities between the OEM and the aftermarket? Where do you see near-term opportunities? I guess, maybe could you talk through which of the operational value drivers could potentially be most applicable to MMT?

As far as the value drivers, we feel very good, Dan, that all 3 of them are going to be solidly applicable. This is a high innovation, high-growth space in which MMT is a clear leader, which is a beautiful setup for aggressive internal reinvestment into R&D, innovation, engineering, which should drive meaningful long-term profitable new business. That lever is particularly attractive here given the end market. The ability to add value to customers and share in that value through value-based pricing is also clearly present given the absolute mission criticality and relatively low cost of MMT's products. We just always find productivity opportunities at businesses. All 3 are applicable. I just emphasize the profitable new business opportunity here. Then as far as OEM versus aftermarket, value-based pricing opportunities tend to more often exist in the aftermarket. Our experience tells us the aftermarket tends to be underpriced more so than OEM. That said, if you innovate and add value, you earn the right to value price in both segments.

Then maybe one last quick one. We're almost 2 months into the quarter. You guys obviously have a lot more visibility and a lot more resources to track wildfire activity globally. Wondering if you could just talk through any trends you're seeing in international retardant quarter-to-date in the Southern Hemisphere where they're in the peak wildfire season?

Sure, Dan. As always, we wouldn't comment on intra-quarter results. We're going to have to wait until March to see what those look like. That said, you're generally right that there's been a long-term secular trend across the globe of having more fires and more intense firefighting activity. When we look at those secular growth drivers over the long term, we continue to think that they're intact, both in the North American markets and in the international markets. Additionally to that, when we think about the international markets, there's a real opportunity for us to expand usage, and we've seen a lot of great applications of that across both geography and application method where we've tried to branch out from just aerial deployment to broader waste apply, including rail applied in some of our new emerging geographies.

[Operator Instructions]. There are no additional questions at this time. I would like to turn the floor back over to Haitham Khouri for closing comments.

Thank you, operator, for the good work. Thank you, Josh and Dan, for the great questions. Thank you to our investors for your support, and we'll speak again in a couple of months.

Ladies and gentlemen, thank you for your participation. This does conclude today's teleconference. You may disconnect your lines, and have a wonderful day.