Perimeter Group Reports Third Quarter 2026 Financial Results
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
| In Thousands, except per share data | 2026 | 2025 | 2026 | 2025 | |||||||||||
| Net sales | $ | 389,865 | $ | 315,443 | $ | 728,744 | $ | 550,112 | |||||||
| Cost of goods sold | 151,509 | 116,334 | 321,733 | 221,354 | |||||||||||
| Gross profit | 238,356 | 199,109 | 407,011 | 328,758 | |||||||||||
| Operating expenses (income): | |||||||||||||||
| Selling, general and administrative expense | 30,741 | 23,477 | 80,795 | 55,743 | |||||||||||
| Amortization expense | 24,770 | 15,199 | 71,394 | 43,902 | |||||||||||
| Founders advisory fees - related party | (239,469 | ) | 247,684 | (49,592 | ) | 263,954 | |||||||||
| Other operating expense | 5,859 | 96 | 18,491 | 925 | |||||||||||
| Total operating (income) expenses | (178,099 | ) | 286,456 | 121,088 | 364,524 | ||||||||||
| Operating income (loss) | 416,455 | (87,347 | ) | 285,923 | (35,766 | ) | |||||||||
| Other expense (income): | |||||||||||||||
| Interest expense, net | 20,369 | 9,870 | 64,318 | 29,444 | |||||||||||
| Foreign currency loss (gain) | 294 | 6 | (2,260 | ) | (3,249 | ) | |||||||||
| Other expense (income), net | 383 | (73 | ) | 46 | (142 | ) | |||||||||
| Total other expense, net | 21,046 | 9,803 | 62,104 | 26,053 | |||||||||||
| Income (loss) before income taxes | 395,409 | (97,150 | ) | 223,819 | (61,819 | ) | |||||||||
| Income tax (expense) benefit | (90,943 | ) | 6,490 | (28,052 | ) | (4,316 | ) | ||||||||
| Net income (loss) | 304,466 | (90,660 | ) | 195,767 | (66,135 | ) | |||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||
| Foreign currency translation adjustments | (691 | ) | (2,327 | ) | (16,389 | ) | 29,678 | ||||||||
| Total comprehensive income (loss) | $ | 303,775 | $ | (92,987 | ) | $ | 179,378 | $ | (36,457 | ) | |||||
| Earnings (loss) per share: | |||||||||||||||
| Basic | $ | 1.86 | $ | (0.62 | ) | $ | 1.22 | $ | (0.45 | ) | |||||
| Diluted | $ | 1.74 | $ | (0.62 | ) | $ | 1.14 | $ | (0.45 | ) | |||||
| Weighted average number of shares outstanding: | |||||||||||||||
| Basic | 163,688,173 | 146,803,539 | 160,356,893 | 147,923,437 | |||||||||||
| Diluted | 174,956,402 | 146,803,539 | 172,246,782 | 147,923,437 | |||||||||||
PERIMETER GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| In Thousands, except per share data | September 30, 2026 | December 31, 2025 | |||||
| ASSETS | (Unaudited) | ||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 115,911 | $ | 325,927 | |||
| Accounts receivable, net | 176,572 | 64,363 | |||||
| Inventories | 221,522 | 139,634 | |||||
| Prepaid expenses and other current assets | 34,106 | 34,049 | |||||
| Total current assets | 548,111 | 563,973 | |||||
| Property, plant and equipment, net | 116,682 | 85,138 | |||||
| Operating lease right-of-use assets | 44,590 | 30,152 | |||||
| Finance lease right-of-use assets | 5,719 | 5,713 | |||||
| Goodwill | 1,431,253 | 1,065,211 | |||||
| Intangible assets, net | 1,246,509 | 899,323 | |||||
| Other assets, net | 2,836 | 3,497 | |||||
| Total assets | $ | 3,395,700 | $ | 2,653,007 | |||
| LIABILITIES AND EQUITY | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 44,843 | $ | 30,301 | |||
| Accrued expenses and other current liabilities | 73,750 | 47,212 | |||||
| Founders advisory fees payable - related party | 61,437 | 95,726 | |||||
| Deferred revenue | 16,619 | 1,879 | |||||
| Total current liabilities | 196,649 | 175,118 | |||||
| Long-term debt, net | 1,210,852 | 669,122 | |||||
| Operating lease liabilities, net of current portion | 38,593 | 27,860 | |||||
| Finance lease liabilities, net of current portion | 7,479 | 5,694 | |||||
| Deferred income taxes | 157,419 | 80,410 | |||||
| Founders advisory fees payable - related party | 329,668 | 440,697 | |||||
| Preferred stock | 120,100 | 115,904 | |||||
| Preferred stock - related party | 525 | 1,293 | |||||
| Other non-current liabilities | 4,836 | 3,590 | |||||
| Total liabilities | 2,066,121 | 1,519,688 | |||||
| Equity: | |||||||
| Common stock, $0.0001 par value per share | 19 | 17 | |||||
| Treasury stock, at cost | (168,197 | ) | (168,197 | ) | |||
| Additional paid-in capital | 2,117,838 | 2,100,958 | |||||
| Accumulated other comprehensive loss | (22,759 | ) | (6,370 | ) | |||
| Accumulated deficit | (597,322 | ) | (793,089 | ) | |||
| Total equity | 1,329,579 | 1,133,319 | |||||
| Total liabilities and equity | $ | 3,395,700 | $ | 2,653,007 |
PERIMETER GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, | |||||||
| In Thousands | 2026 | 2025 | |||||
| Cash flows from operating activities: | |||||||
| Net income (loss) | $ | 195,767 | $ | (66,135 | ) | ||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
| Founders advisory fees - related party (change in fair value) | (49,592 | ) | 263,954 | ||||
| Depreciation and amortization expense | 86,177 | 53,610 | |||||
| Interest and payment-in-kind on preferred stock | 5,713 | 5,499 | |||||
| Stock-based compensation | 9,872 | 11,428 | |||||
| Non-cash lease expense | 8,261 | 4,841 | |||||
| Deferred income taxes | 8,033 | (58,172 | ) | ||||
| Amortization of deferred financing costs | 2,075 | 1,342 | |||||
| Foreign currency gain | (2,260 | ) | (3,249 | ) | |||
| Loss on disposal of assets | 197 | 10 | |||||
| Changes in operating assets and liabilities, net of acquisitions: | |||||||
| Accounts receivable | (86,821 | ) | (48,962 | ) | |||
| Inventories | (30,283 | ) | 316 | ||||
| Prepaid expenses and other current assets | (8,642 | ) | 5,460 | ||||
| Accounts payable | 6,735 | 6,639 | |||||
| Deferred revenue | 11,574 | 7,805 | |||||
| Income taxes payable, net | 8,057 | 33,049 | |||||
| Accrued expenses and other current liabilities | 9,635 | 13,136 | |||||
| Founders advisory fees - related party (cash settled) | (95,726 | ) | (6,677 | ) | |||
| Operating lease liabilities | (6,501 | ) | (3,363 | ) | |||
| Finance lease liabilities | (349 | ) | (367 | ) | |||
| Other, net | 1,580 | (615 | ) | ||||
| Net cash provided by operating activities | 73,502 | 219,549 | |||||
| Cash flows from investing activities: | |||||||
| Purchase of property and equipment | (31,200 | ) | (22,599 | ) | |||
| Purchase of intangible assets | - | (15,226 | ) | ||||
| Purchase of businesses, net of cash acquired | (799,416 | ) | (22,000 | ) | |||
| Net cash used in investing activities | (830,616 | ) | (59,825 | ) | |||
| Cash flows from financing activities: | |||||||
| Common stock repurchased | - | (40,370 | ) | ||||
| Proceeds from exercises of options | 7,714 | 19,477 | |||||
| Principal payments on finance lease obligations | (603 | ) | (689 | ) | |||
| Proceeds from revolving credit facility | 80,000 | - | |||||
| Repayments of revolving credit facility | (80,000 | ) | - | ||||
| Proceeds from issuance of long-term debt | 550,000 | - | |||||
| Payment of debt issuance costs | (10,057 | ) | - | ||||
| Net cash provided by (used in) financing activities | 547,054 | (21,582 | ) | ||||
| Effect of foreign currency on cash and cash equivalents | 44 | 4,049 | |||||
| Net change in cash and cash equivalents | (210,016 | ) | 142,191 | ||||
| Cash and cash equivalents, beginning of period | 325,927 | 198,456 | |||||
| Cash and cash equivalents, end of period | $ | 115,911 | $ | 340,647 | |||
| Supplemental disclosures of cash flow information: | |||||||
| Cash paid for interest | $ | 38,388 | $ | 19,870 | |||
| Cash paid for income taxes | $ | 9,988 | $ | 28,237 |
Non-GAAP Financial Metrics
The Company provides non-GAAP financial measures for Adjusted EBITDA, Segment 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 and Segment Adjusted EBITDA
Adjusted EBITDA and Segment Adjusted EBITDA are defined as income (loss) before income taxes plus 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, (ii) acquisition related costs, (iii) founder advisory fee expenses, (iv) stock-based compensation expense, (v) purchase accounting impact - inventory step up and (vi) foreign currency loss (gain). 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 EBITDA and Segment Adjusted EBITDA, which are non-GAAP measures 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 and Segment 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.
| (Unaudited) | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | |||||||||||||||||||||
| In Thousands | Fire Safety | Specialty Products | Total | Fire Safety | Specialty Products | Total | |||||||||||||||||
| Income (loss) before income taxes | $ | 382,906 | $ | 12,503 | $ | 395,409 | $ | (62,022 | ) | $ | (35,128 | ) | $ | (97,150 | ) | ||||||||
| Depreciation and amortization | 15,072 | 15,058 | 30,130 | 14,433 | 4,360 | 18,793 | |||||||||||||||||
| Interest and financing expense | 9,149 | 11,220 | 20,369 | 5,956 | 3,914 | 9,870 | |||||||||||||||||
| Founders advisory fees - related party | (209,721 | ) | (29,748 | ) | (239,469 | ) | 213,008 | 34,676 | 247,684 | ||||||||||||||
| Non-recurring expenses (1) | 1,073 | 1,708 | 2,781 | 557 | 5 | 562 | |||||||||||||||||
| Acquisition costs | 590 | 5,375 | 5,965 | 2 | 31 | 33 | |||||||||||||||||
| Stock-based compensation expense | 2,474 | 1,908 | 4,382 | 5,234 | 1,285 | 6,519 | |||||||||||||||||
| Purchase accounting impact - inventory step up (2) | - | 3,676 | 3,676 | - | - | - | |||||||||||||||||
| Foreign currency loss (gain) | 92 | 202 | 294 | 42 | (36 | ) | 6 | ||||||||||||||||
| Segment Adjusted EBITDA | $ | 201,635 | $ | 21,902 | $ | 223,537 | $ | 177,210 | $ | 9,107 | $ | 186,317 |
| (1 | ) | For the three months ended September 30, 2026, $1.8 million was related to restructuring and other non-recurring costs and $1.0 million was related to litigation costs arising from a contractual dispute. For the three months ended September 30, 2025, $0.6 million was related to restructuring and other non-recurring costs. |
| (2 | ) | For the three months ended September 30, 2026, $3.7 million was primarily related to the impact of purchase accounting on the cost of inventory sold. The acquired inventory was recorded at fair value, resulting in a step-up in basis. |
| (Unaudited) | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||||
| In Thousands | Fire Safety | Specialty Products | Total | Fire Safety | Specialty Products | Total | |||||||||||||||||
| Income (loss) before income taxes | $ | 265,704 | $ | (41,885 | ) | $ | 223,819 | $ | (30,212 | ) | $ | (31,607 | ) | $ | (61,819 | ) | |||||||
| Depreciation and amortization | 43,822 | 42,355 | 86,177 | 40,818 | 12,792 | 53,610 | |||||||||||||||||
| Interest and financing expense | 28,198 | 36,120 | 64,318 | 18,090 | 11,354 | 29,444 | |||||||||||||||||
| Founders advisory fees - related party | (43,431 | ) | (6,161 | ) | (49,592 | ) | 227,000 | 36,954 | 263,954 | ||||||||||||||
| Non-recurring expenses (1) | 2,422 | 3,293 | 5,715 | 818 | 690 | 1,508 | |||||||||||||||||
| Acquisition costs | 600 | 17,891 | 18,491 | 98 | 764 | 862 | |||||||||||||||||
| Stock-based compensation expense | 5,199 | 4,673 | 9,872 | 8,817 | 2,611 | 11,428 | |||||||||||||||||
| Purchase accounting impact - inventory step up (2) | - | 13,746 | 13,746 | - | - | - | |||||||||||||||||
| Foreign currency (gain) loss | (3,429 | ) | 1,169 | (2,260 | ) | (475 | ) | (2,774 | ) | (3,249 | ) | ||||||||||||
| Segment Adjusted EBITDA | $ | 299,085 | $ | 71,201 | $ | 370,286 | $ | 264,954 | $ | 30,784 | $ | 295,738 |
| (1 | ) | For the nine months ended September 30, 2026, $3.3 million was related to restructuring and other non-recurring costs and $2.4 million was related to litigation costs arising from a contractual dispute. For the nine months ended September 30, 2025, $1.1 million was related to restructuring and other non-recurring costs and $0.4 million was related to the Redomiciliation Transaction. |
| (2 | ) | For the nine months ended September 30, 2026, $13.7 million was primarily related to the impact of purchase accounting on the cost of inventory sold. The acquired inventory was recorded at fair value, resulting in a step-up in basis. |
Adjusted Net Income and 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 (loss) plus amortization, certain non-recurring, unusual or non-operational items, and the tax impact of these non-GAAP adjustments. These adjustments include (i) restructuring, (ii) acquisition related costs, (iii) founder advisory fee expenses, (iv) stock-based compensation expense, (v) purchase accounting impact - inventory step up and (vi) foreign currency loss (gain). Adjusted diluted shares is the weighted average diluted shares outstanding, adjusted by adding dilution for options excluded under U.S. 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 Net Income and Adjusted EPS, which are non-GAAP measures 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 (loss) 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.
| (Unaudited) | Three Months Ended September 30, | ||||||
| In Thousands, except share and per share data | 2026 | 2025 | |||||
| GAAP net income (loss) | $ | 304,466 | $ | (90,660 | ) | ||
| Adjustments: | |||||||
| Amortization | 24,770 | 15,199 | |||||
| Founders advisory fees - related party | (239,469 | ) | 247,684 | ||||
| Non-recurring expenses (1) | 2,781 | 562 | |||||
| Acquisition costs | 5,965 | 33 | |||||
| Stock-based compensation expense | 4,382 | 6,519 | |||||
| Purchase accounting impact - inventory step up (2) | 3,676 | - | |||||
| Foreign currency loss | 294 | 6 | |||||
| Tax impact of non-GAAP adjustments (3) | 37,432 | (53,796 | ) | ||||
| Adjusted net income | $ | 144,297 | $ | 125,547 | |||
| Shares used in computing GAAP Earnings (Loss) Per Share (diluted) | 174,956,402 | 146,803,539 | |||||
| Options (4) | - | 6,856,989 | |||||
| Shares underlying Founders fixed advisory fees (5) | (4,714,122 | ) | - | ||||
| Shares underlying Founders variable advisory fees (6) | - | - | |||||
| Shares used in computing Adjusted Earnings Per Share (diluted) | 170,242,280 | 153,660,528 | |||||
| GAAP Earnings (Loss) Per Share (diluted) | $ | 1.74 | $ | (0.62 | ) | ||
| Adjusted Earnings Per Share (diluted) | $ | 0.85 | $ | 0.82 |
| ______________________________ | |
| (1) | For the three months ended September 30, 2026, $1.8 million was related to restructuring and other non-recurring costs and $1.0 million was related to litigation costs arising from a contractual dispute. For the three months ended September 30, 2025, $0.6 million was related to restructuring and other non-recurring costs. |
| (2) | For the three months ended September 30, 2026, $3.7 million was primarily related to the impact of purchase accounting on the cost of inventory sold. The acquired inventory was recorded at fair value, resulting in a step-up in basis. |
| (3) | The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability. |
| (4) | The Company adds back the dilutive impact of options if amounts were excluded for purposes of GAAP EPS due to a GAAP net loss during the period. |
| (5) | As of September 30, 2026, a maximum of 2.4 million shares were issuable within 12 months under the Founders fixed advisory fee. |
| (6) | Based on period end market prices as of September 30, 2026, no shares were issuable within 12 months under the Founders variable advisory fee. |
| (Unaudited) | Nine Months Ended September 30, | ||||||
| In Thousands, except share and per share data | 2026 | 2025 | |||||
| GAAP net income (loss) | $ | 195,767 | $ | (66,135 | ) | ||
| Adjustments: | |||||||
| Amortization | 71,394 | 43,902 | |||||
| Founders advisory fees - related party | (49,592 | ) | 263,954 | ||||
| Non-recurring expenses (1) | 5,715 | 1,508 | |||||
| Acquisition costs | 18,491 | 862 | |||||
| Stock-based compensation expense | 9,872 | 11,428 | |||||
| Purchase accounting impact - inventory step up (2) | 13,746 | - | |||||
| Foreign currency gain | (2,260 | ) | (3,249 | ) | |||
| Tax impact of non-GAAP adjustments (3) | (50,231 | ) | (65,490 | ) | |||
| Adjusted net income | $ | 212,902 | $ | 186,780 | |||
| Shares used in computing GAAP Earnings (Loss) Per Share (diluted) | 172,246,782 | 147,923,437 | |||||
| Options (4) | - | 3,077,983 | |||||
| Shares underlying Founders fixed advisory fees (5) | (4,714,122 | ) | - | ||||
| Shares underlying Founders variable advisory fees (6) | - | - | |||||
| Shares used in computing Adjusted Earnings Per Share (diluted) | 167,532,660 | 151,001,420 | |||||
| GAAP Earnings (Loss) Per Share (diluted) | $ | 1.14 | $ | (0.45 | ) | ||
| Adjusted Earnings Per Share (diluted) | $ | 1.27 | $ | 1.24 |
| ______________________________ | |
| (1) | For the nine months ended September 30, 2026, $3.3 million was related to restructuring and other non-recurring costs and $2.4 million was related to litigation costs arising from a contractual dispute. For the nine months ended September 30, 2025, $1.1 million was related to restructuring and other non-recurring costs and $0.4 million was related to the Redomiciliation Transaction. |
| (2) | For the nine months ended September 30, 2026, $13.7 million was primarily related to the impact of purchase accounting on the cost of inventory sold. The acquired inventory was recorded at fair value, resulting in a step-up in basis. |
| (3) | The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability. |
| (4) | The Company adds back the dilutive impact of options if amounts were excluded for purposes of GAAP EPS due to a GAAP net loss during the period. |
| (5) | As of September 30, 2026, a maximum of 2.4 million shares were issuable within 12 months under the Founders fixed advisory fee. |
| (6) | Based on period end market prices as of September 30, 2026, no shares were issuable within 12 months under the Founders variable advisory fee. |

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