Second quarter Net Loss of $181.6M and Adjusted Net Income of $59.6M
Continued Value Driver execution and recent acquisitions drove second quarter Adjusted EBITDA of $105.6M
Second quarter Loss Per Diluted Share of $1.11 and Adjusted Earnings Per Diluted Share of $0.35
Acquired Monaco Enterprises, a leading provider of proprietary, mission-critical life safety and emergency management systems for U.S. government facilities
CLAYTON, Mo., July 31, 2026 (GLOBE NEWSWIRE) -- Perimeter Solutions, Inc. $(PRM)$ ("Perimeter," "Perimeter Solutions," or the "Company"), a leading provider of industrial products and services that support critical and complex customer missions across a range of niche applications, today reported financial results for its second quarter ended June 30, 2026.
Second Quarter 2026 Results
-- Net sales increased 31% to $213.8 million in the second quarter, as
compared to $162.6 million in the prior year quarter.
-- Fire Safety net sales increased 7% to $129.1 million, as compared
to $120.3 million in the prior year quarter.
-- Specialty Products net sales increased 100% to $84.7 million, as
compared to $42.4 million in the prior year quarter.
-- Net loss during the second quarter was $181.6 million, or $1.11 loss per
diluted share, as compared to a net loss of $32.2 million, or $0.22 loss
per diluted share in the prior year quarter.
-- Second quarter non-GAAP adjusted earnings per diluted share was $0.35, as
compared to non-GAAP adjusted earnings per diluted share of $0.39 in the
prior year quarter.
-- Adjusted EBITDA increased 16% to $105.6 million in the second quarter, as
compared to $91.3 million in the prior year quarter.
-- Fire Safety Segment Adjusted EBITDA increased 1% to $78.8 million,
as compared to $77.7 million in the prior year quarter.
-- Specialty Products Segment Adjusted EBITDA increased 96% to $26.8
million, as compared to $13.7 million in the prior year quarter.
-- Reconciliation tables for non-GAAP measures are available in the attached
schedules.
Year-to-Date 2026 Results
-- Net sales increased 44% to $338.9 million during the year-to-date period,
as compared to $234.7 million in the prior year period.
-- Fire Safety net sales increased 11% to $174.5 million, as compared
to $157.4 million in the prior year period.
-- Specialty Products net sales increased 113% to $164.4 million, as
compared to $77.2 million in the prior year period.
-- Net loss during the year-to-date period was $108.7 million, or $0.69 loss
per diluted share, as compared to net income of $24.5 million, or $0.16
earnings per diluted share in the prior year period.
-- Non-GAAP adjusted earnings per diluted share was $0.41 for both the
year-to-date period and the prior year period.
-- Adjusted EBITDA increased 34% to $146.7 million in the year-to-date
period, as compared to $109.4 million in the prior year period.
-- Fire Safety Segment Adjusted EBITDA increased 11% to $97.5 million,
as compared to $87.7 million in the prior year period.
-- Specialty Products Segment Adjusted EBITDA increased 127% to $49.3
million, as compared to $21.7 million in the prior year period.
-- Reconciliation tables for non-GAAP measures are available in the attached
schedules.
Capital Allocation
-- On July 30, 2026, the Company acquired the outstanding capital stock of
Monaco Enterprises, Inc. ("Monaco") for a total cash purchase price, net
of cash acquired of $120.0 million which was funded with cash on hand and
proceeds from existing credit facilities. The Company expects Monaco to
contribute more than $11 million of annualized Adjusted EBITDA,
corresponding to a purchase multiple of approximately 10.5x enterprise
value to Adjusted EBITDA. Monaco is included within the Fire Safety
segment. EC M&A served as the exclusive financial adviser to Perimeter
Solutions, while William Blair & Company, L.L.C. served as the exclusive
adviser to Monaco Enterprises.
-- The Company invested $12.7 million in capital expenditures during the
quarter ended June 30, 2026.
Conference Call and Webcast
As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Friday, July 31, 2026 to discuss financial results for the second quarter 2026. 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 , 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 three hours after the call and can be accessed by dialing (877) 660-6853 (toll-free) or (201) 612-7415 (toll) and using Access ID "13758350". The telephonic replay will be available until August 31, 2026 (11:59 p.m. ET).
About Perimeter Solutions
Perimeter Solutions (NYSE: PRM) is a leading provider of industrial products and services that support critical and complex customer missions across a range of niche applications. Perimeter's focus on superior customer service, paired with our Value Driver-focused operating strategy, decentralized operating model, and focus on driving value via capital allocation and capital structure management, fulfills our dual mandate: to serve customers and create value for stockholders. Perimeter is comprised of two segments, Fire Safety, including fire retardants and fire suppressants, and Specialty Products, which currently spans lubricant additives, electronic and electro-mechanical components, and highly engineered machinery for the medical device industry. Perimeter expects to continue expanding its portfolio through organic growth and value creating acquisitions.
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, 2025. Stockholders, 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.
The Company has not provided a GAAP reconciliation of Monaco's expected contribution to annualized adjusted EBITDA, which is a forward-looking statement, in this press release as a result of the uncertainty regarding, and the potential variability of, reconciling items. Accordingly, a reconciliation of this non-GAAP measure to its corresponding GAAP equivalent is not available without unreasonable effort. However, it is important to note that material changes to reconciling items could have a significant effect on future GAAP results.
SOURCE: Perimeter Solutions, Inc.
CONTACT: ir@perimeter-solutions.com
PERIMETER SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE (LOSS) INCOME
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
---------------------------- ------------------------------
In Thousands,
except per share
data 2026 2025 2026 2025
------------------ ------------- ------------- ------------- ---------------
Net sales $ 213,810 $ 162,639 $ 338,879 $ 234,669
Cost of goods sold 95,942 61,143 170,224 105,020
----------- ----------- ----------- -----------
Gross profit 117,868 101,496 168,655 129,649
----------- ----------- ----------- -----------
Operating
expenses:
Selling,
general and
administrative
expense 26,993 15,967 50,054 32,266
Amortization
expense 24,025 14,604 46,624 28,703
Founders
advisory fees
- related
party 266,255 96,883 189,877 16,270
Other operating
expense 3,614 268 12,632 829
----------- ----------- ----------- -----------
Total
operating
expenses 320,887 127,722 299,187 78,068
----------- ----------- ----------- -----------
Operating (loss)
income (203,019) (26,226) (130,532) 51,581
----------- ----------- ----------- -----------
Other expense
(income):
Interest
expense, net 19,593 9,930 43,949 19,574
Foreign
currency gain (1,203) (2,096) (2,554) (3,255)
Other expense
(income), net 27 (212) (337) (69)
----------- ----------- ----------- -----------
Total other
expense,
net 18,417 7,622 41,058 16,250
----------- ----------- ----------- -----------
(Loss) income
before income
taxes (221,436) (33,848) (171,590) 35,331
Income tax benefit
(expense) 39,801 1,687 62,891 (10,806)
----------- ----------- ----------- -----------
Net (loss) income (181,635) (32,161) (108,699) 24,525
Other
comprehensive
(loss) income, net
of tax:
Foreign
currency
translation
adjustments (9,132) 24,120 (15,698) 32,005
----------- ----------- ----------- -----------
Total
comprehensive
(loss) income $ (190,767) $ (8,041) $ (124,397) $ 56,530
=========== =========== =========== ===========
(Loss) earnings
per share:
Basic $ (1.11) $ (0.22) $ (0.69) $ 0.17
Diluted $ (1.11) $ (0.22) $ (0.69) $ 0.16
Weighted average
number of shares
outstanding:
Basic 163,410,894 147,055,804 158,663,642 147,779,470
Diluted 163,410,894 147,055,804 158,663,642 156,039,133
------------------ ----------- ----------- ----------- -----------
PERIMETER SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
In Thousands, except per share
data June 30, 2026 December 31, 2025
---------------------------------- --------------- ---------------------
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 82,776 $ 325,927
Accounts receivable, net 158,095 64,363
Inventories 203,265 139,634
Prepaid expenses and other
current assets 52,252 34,049
---------- --------------
Total current assets 496,388 563,973
Property, plant and equipment, net 109,215 85,138
Operating lease right-of-use
assets 41,351 30,152
Finance lease right-of-use assets 5,223 5,713
Goodwill 1,365,724 1,065,211
Customer lists, net 904,934 628,189
Technology and patents, net 195,537 184,804
Tradenames, net 123,064 86,330
Other assets, net 3,322 3,497
---------- --------------
Total assets $ 3,244,758 $ 2,653,007
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 44,967 $ 30,301
Accrued expenses and other
current liabilities 67,062 47,212
Founders advisory fees payable
- related party 177,957 95,726
Deferred revenue 26,413 1,879
---------- --------------
Total current liabilities 316,399 175,118
Long-term debt, net 1,210,247 669,122
Operating lease liabilities, net
of current portion 36,370 27,860
Finance lease liabilities, net of
current portion 5,367 5,694
Deferred income taxes 77,997 80,410
Founders advisory fees payable -
related party 452,617 440,697
Preferred stock 118,962 115,904
Preferred stock - related party 520 1,293
Other non-current liabilities 4,661 3,590
---------- --------------
Total liabilities 2,223,140 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 2,113,652 2,100,958
Accumulated other comprehensive
loss (22,068) (6,370)
Accumulated deficit (901,788) (793,089)
---------- --------------
Total equity 1,021,618 1,133,319
Total liabilities and equity $ 3,244,758 $ 2,653,007
---------------------------------- ---------- --------------
PERIMETER SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
-------------------------------
In Thousands 2026 2025
--------------------------------------- ---------------- -------------
Cash flows from operating activities:
Net (loss) income $ (108,699) $ 24,525
Adjustments to reconcile net (loss)
income to net cash (used in)
provided by operating activities:
Founders advisory fees - related
party (change in fair value) 189,877 16,270
Depreciation and amortization
expense 56,047 34,817
Interest and payment-in-kind on
preferred stock 3,809 3,666
Stock-based compensation 5,490 4,909
Non-cash lease expense 5,283 2,913
Deferred income taxes (73,319) (11,293)
Amortization of deferred
financing costs 1,347 890
Foreign currency gain (2,554) (3,255)
Loss on disposal of assets 17 6
Changes in operating assets and
liabilities, net of acquisitions:
Accounts receivable (69,451) (63,460)
Inventories (15,856) (21,834)
Prepaid expenses and current
other assets (21,335) 4,687
Accounts payable 7,281 12,003
Deferred revenue 23,275 18,340
Income taxes payable, net 2,721 7,962
Accrued expenses and other
current liabilities 5,105 (763)
Founders advisory fees - related
party (cash settled) (95,726) (6,677)
Operating lease liabilities (4,085) (1,998)
Finance lease liabilities (236) (251)
Other, net 1,394 (563)
----------- ---------
Net cash (used in) provided by
operating activities (89,615) 20,894
----------- ---------
Cash flows from investing activities:
Purchase of property and equipment (18,526) (17,577)
Purchase of intangible assets -- (15,226)
Purchase of businesses, net of cash
acquired (682,294) (10,000)
----------- ---------
Net cash used in investing
activities (700,820) (42,803)
----------- ---------
Cash flows from financing activities:
Common stock repurchased -- (40,370)
Proceeds from exercises of options 7,648 292
Principal payments on finance lease
obligations (379) (482)
Proceeds from issuance of long-term
debt 550,000 --
Payment of debt issuance costs (10,057) --
----------- ---------
Net cash provided by (used in)
financing activities 547,212 (40,560)
----------- ---------
Effect of foreign currency on cash and
cash equivalents 72 4,671
----------- ---------
Net change in cash and cash equivalents (243,151) (57,798)
----------- ---------
Cash and cash equivalents, beginning of
period 325,927 198,456
----------- ---------
Cash and cash equivalents, end of
period $ 82,776 $ 140,658
=========== =========
Supplemental disclosures of cash flow
information:
Cash paid for interest $ 19,573 $ 19,698
Cash paid for income taxes $ 5,647 $ 12,844
--------------------------------------- ----------- ---------
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 June 30, 2026 Three Months Ended June 30, 2025
---------------------------------
Fire Specialty Fire Specialty
In Thousands Safety Products Total Safety Products Total
----------------- ---------- --------- ---------- --------- ----------- -----------
Loss before
income taxes $(179,329) $(42,107) $(221,436) $(27,068) $ (6,780) $(33,848)
Depreciation
and
amortization 14,258 14,650 28,908 13,620 4,304 17,924
Interest and
financing
expense 8,594 10,999 19,593 6,180 3,750 9,930
Founders
advisory fees
- related
party 233,180 33,075 266,255 83,319 13,564 96,883
Non-recurring
expenses (1) 1,217 1,326 2,543 27 13 40
Acquisition
costs -- 3,558 3,558 96 171 267
Stock-based
compensation
expense 2,009 883 2,892 2,007 231 2,238
Purchase
accounting
impact -
inventory
step up (2) -- 4,480 4,480 -- -- --
Foreign
currency
(gain) loss (1,170) (33) (1,203) (522) (1,574) (2,096)
-------- ------- -------- ------- ------ -------
Segment Adjusted
EBITDA $ 78,759 $ 26,831 $ 105,590 $ 77,659 $ 13,679 $ 91,338
----------------- -------- ------- -------- ------- ------ -------
(1) For the three months ended June 30, 2026, $1.4 million
was related to restructuring and other non-recurring
costs and $1.1 million was related to litigation costs
arising from a contractual dispute regarding control
of the P(2) S(5) facility, which is currently operated
by Flexsys Chemical Company. For the three months
ended June 30, 2025, $0.1 million was related to restructuring
and other non-recurring costs.
(2) For the three months ended June 30, 2026, $4.5 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) Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
--------------------------------- ----------------------------------
Fire Specialty Fire Specialty
In Thousands Safety Products Total Safety Products Total
----------------- ---------- --------- ---------- -------- ----------- -----------
(Loss) income
before income
taxes $(117,202) $(54,388) $(171,590) $31,810 $ 3,521 $ 35,331
Depreciation
and
amortization 28,750 27,297 56,047 26,385 8,432 34,817
Interest and
financing
expense 19,049 24,900 43,949 12,134 7,440 19,574
Founders
advisory fees
- related
party 166,290 23,587 189,877 13,992 2,278 16,270
Non-recurring
expenses (1) 1,349 1,585 2,934 261 686 947
Acquisition
costs 10 12,516 12,526 96 732 828
Stock-based
compensation
expense 2,725 2,765 5,490 3,583 1,326 4,909
Purchase
accounting
impact -
inventory
step up (2) -- 10,070 10,070 -- -- --
Foreign
currency
(gain) loss (3,521) 967 (2,554) (517) (2,738) (3,255)
-------- ------- -------- ------ ------ -------
Segment Adjusted
EBITDA $ 97,450 $ 49,299 $ 146,749 $87,744 $ 21,677 $109,421
----------------- -------- ------- -------- ------ ------ -------
(1) For the six months ended June 30, 2026, $1.5 million
was related to restructuring and other non-recurring
costs and $1.4 million was related to litigation costs
arising from a contractual dispute regarding control
of the P(2) S(5) facility, which is currently operated
by Flexsys Chemical Company. For the six months ended
June 30, 2025, $0.6 million was related to restructuring
and other non-recurring costs and $0.4 million was
related to the Redomiciliation Transaction.
(2) For the six months ended June 30, 2026, $10.1 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 June 30,
---------------------------------
In Thousands, except share and per
share data 2026 2025
---------------
GAAP net loss $ (181,635) $ (32,161)
Adjustments:
Amortization 24,025 14,604
Founders advisory fees -
related party 266,255 96,883
Non-recurring expenses (1) 2,543 40
Acquisition costs 3,558 267
Stock-based compensation
expense 2,892 2,238
Purchase accounting impact -
inventory step up (2) 4,480 --
Foreign currency gain (1,203) (2,096)
Tax impact of non-GAAP
adjustments (3) (61,344) (22,631)
----------- -----------
Adjusted net income $ 59,571 $ 57,144
=========== ===========
Shares used in computing GAAP
Earnings (Loss) Per Share (diluted) 163,410,894 147,055,804
Options (4) 7,723,977 1,276,730
Shares underlying Founders
fixed advisory fees (5) -- --
Shares underlying Founders
variable advisory fees (6) -- --
----------- -----------
Shares used in computing Adjusted
Earnings Per Share (diluted) 171,134,871 148,332,534
=========== ===========
GAAP (Loss) Earnings Per Share
(diluted) $ (1.11) $ (0.22)
Adjusted Earnings Per Share (diluted) $ 0.35 $ 0.39
______________________________
(1) For the three months ended June 30, 2026, $1.4
million was related to restructuring and other
non-recurring costs and $1.1 million was
related to litigation costs arising from a
contractual dispute regarding control of the
P(2) S(5) facility, which is currently
operated by Flexsys Chemical Company. For the
three months ended June 30, 2025, $0.1 million
was related to restructuring and other
non-recurring costs.
(2) For the three months ended June 30, 2026, $4.5
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 June 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 June
30, 2026, a maximum of 6.1 million shares were
issuable within 12 months under the Founders
variable advisory fee.
(Unaudited) Six Months Ended June 30,
------------------------------
In Thousands, except share and per
share data 2026 2025
------------------------------------ ------------- ---------------
GAAP net (loss) income $ (108,699) $ 24,525
Adjustments:
Amortization 46,624 28,703
Founders advisory fees -
related party 189,877 16,270
Non-recurring expenses (1) 2,934 947
Acquisition costs 12,526 828
Stock-based compensation
expense 5,490 4,909
Purchase accounting impact -
inventory step up (2) 10,070 --
Foreign currency gain (2,554) (3,255)
Tax impact of non-GAAP
adjustments (3) (87,663) (11,694)
----------- -----------
Adjusted net income $ 68,605 $ 61,233
=========== ===========
Shares used in computing GAAP
Earnings Per Share (diluted) 158,663,642 156,039,133
Options (4) 7,110,289 --
Shares underlying Founders
fixed advisory fees (5) -- (7,071,183)
Shares underlying Founders
variable advisory fees (6) -- --
----------- -----------
Shares used in computing Adjusted
Earnings Per Share (diluted) 165,773,931 148,967,950
=========== ===========
GAAP (Loss) Earnings Per Share
(diluted) $ (0.69) $ 0.16
Adjusted Earnings Per Share
(diluted) $ 0.41 $ 0.41
______________________________
(1) For the six months ended June 30, 2026, $1.5 million
was related to restructuring and other non-recurring
costs and $1.4 million was related to litigation costs
arising from a contractual dispute regarding control
of the P(2) S(5) facility, which is currently operated
by Flexsys Chemical Company. For the six months ended
June 30, 2025, $0.6 million was related to restructuring
and other non-recurring costs and $0.4 million was
related to the Redomiciliation Transaction.
(2) For the six months ended June 30, 2026, $10.1 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 June 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 June 30, 2026,
a maximum of 6.1 million shares were issuable within
12 months under the Founders variable advisory fee.