PRM

prm-20230510

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2023

PERIMETER SOLUTIONS, SA

(Exact name of registrant as specified in its charter)

Grand Duchy of Luxembourg 001-41027 98-1632942

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS. Employer

Identification No.)

12E rue Guillaume Kroll, L-1882 Luxembourg

Grand Duchy of Luxembourg

352 2668 62-1

(Address of principal executive offices, including zip code)

(314) 396-7343

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s)

Name of each exchange

on which registered

Ordinary Shares, nominal value $1.00 per share PRM New York Stock Exchange

Warrants for Ordinary SharesPRMFFOTC Markets Group Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition.

On May 10, 2023, Perimeter Solutions, SA issued a press release announcing its financial results for its fiscal quarter ended March 31, 2023. A copy of the press release is furnished as Exhibit 99.1.

The information furnished under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01     Financial Statements and Exhibits

(d)Exhibits

The following exhibit is being furnished as part of this Current Report on Form 8-K.

Exhibit

No. Description

99.1

Press release issued by Perimeter Solutions, SA on May 10, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Perimeter Solutions, SA

Date: May 10, 2023 By:/s/ Charles Kropp

Charles Kropp

Chief Financial Officer

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Exhibit 99.1

Perimeter Solutions Reports Fourth Quarter 2022 Results

February 28, 2023

Net sales decreased 1% year-over-year in 2022, due primarily to the mild North America fire season, and strong growth in Specialty Products

Fire Safety Adjusted EBITDA decreased 34% in 2022 due primarily to the mild fire season; Specialty Products Adjusted EBITDA increased 104% in 2022 due primarily to strong value driver implementation

Repurchased approximately 5.5M shares in the fourth quarter at an average price of $7.55; repurchased approximately 6.4M shares in full year 2022 at an average price of $7.65

Clayton, Missouri, February 28, 2023 - Perimeter Solutions, SA (NYSE: PRM) ("Perimeter" or the "Company"), a leading provider of mission-critical firefighting products and services, as well as high-quality lubricant additives, today reported financial results for its fourth quarter ended December 31, 2022.

Full Year 2022 Results

•Full year net sales decreased 1% to $360.5 million, as compared to $362.3 million in the prior year.

•Fire Safety sales decreased 13% to $226.6 million, as compared to $261.2 million in the prior year.

•Specialty Products sales increased 32% to $133.9 million, as compared to $101.2 million in the prior year.

•Full year net income was $91.8 million, or $0.52 per diluted share, an increase of $753.3 million from a net loss of $661.5 million, or $(9.70) per diluted share in the prior year.

•Full year Adjusted EBITDA decreased 11% to $125.4 million, as compared to $141.4 million in the prior year.

•Fire Safety Adjusted EBITDA decreased 34% to $77.4 million, as compared to $117.9 million in the prior year.

•Specialty Products Adjusted EBITDA increased 104% to $48.0 million, as compared to $23.6 million in the prior year.

Fourth Quarter 2022 Results

•Net sales decreased 10% to $41.3 million in the fourth quarter, as compared to $45.9 million in the prior year quarter.

•Fire Safety sales decreased 18% to $19.6 million, as compared to $23.9 million in the prior year quarter.

•Specialty Products sales decreased 1% to $21.7 million, as compared to $22.0 million in the prior year quarter.

•Net loss during the fourth quarter was $60.4 million, or $(0.38) per share, a decrease of $630.8 million from a net loss of $691.2 million, or $(6.12) per diluted share in the prior year quarter.

•Adjusted EBITDA decreased 69% to $2.1 million in the fourth quarter, as compared to $6.8 million in the prior year quarter.

•Fire Safety Adjusted EBITDA decreased 420% to $(3.9) million, as compared to $1.2 million in the prior year quarter.

•Specialty Products Adjusted EBITDA increased 7% to $6.0 million, as compared to $5.6 million in the prior year quarter.

While finalizing its financial results for the year ended December 31, 2022, the Company determined that its previously issued unaudited condensed consolidated financial statements for the periods ended June 30, 2022 and September 30, 2022 should no longer be relied upon due to an error related to the accounting treatment of the Company’s non-cash share-based compensation awards and an error related to non-cash amortization of the step-up in basis of inventory which resulted in an overstatement of the Company’s non-cash share-based compensation expense and non-cash amortization of step-up in basis of inventory. Accordingly, the Company will restate its unaudited consolidated financial statements for the periods ended June 30, 2022 and September 30, 2022 in its 2022 Form 10-K

to reflect the corrected share-based compensation expense and amortization amount. The Company plans to file a current report on Form 8-K with the U.S. Securities and Exchange Commission on February 28, 2023 which will include additional information regarding the restated results.

Conference Call and Webcast

As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Tuesday, February 28, 2023 to discuss 2022 fourth quarter operating results. 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

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Exhibit 99.1

Perimeter Solutions Reports Third Quarter 2022 Financial Results

November 4, 2022

Net sales decreased 18% in Q3-2022 as compared to Q3-2021 driven by the mild North America fire season

Fire Safety Q3 Adjusted EBITDA of $60.4 million; Specialty Products Q3 Adjusted EBITDA of $15.3 million

Year-to-date net income of $123.7 million and consolidated Adjusted EBITDA of $123.3 million

New $100.0 million share repurchase authorization *

Clayton, Missouri, November 4, 2022 – Perimeter Solutions, SA (NYSE: PRM) (“Perimeter” or the “Company”), a leading provider of mission-critical firefighting products and services, as well as specialty products used in several end markets, today reported financial results for the three and nine months ended September 30, 2022.

Year-to-Date 2022 Results

•Net sales increased 1% to $319.2 million during the year-to-date period, as compared to $316.5 million in the prior-year period.

•Fire Safety sales decreased 13% to $207.0 million, as compared to $237.3 million in the prior year.

•Specialty Products sales increased 42% to $112.2 million, as compared to $79.2 million in the prior year.

•Net income during the year-to-date period was $123.7 million, or $0.70 per diluted share, an increase of $94.1 million from $29.6 million, or $0.56 per diluted share, for the same period of 2021.

•Adjusted EBITDA decreased 8% to $123.3 million during the year-to-date period, as compared to $134.6 million in the prior-year period.

•Fire Safety Adjusted EBITDA decreased 30% to $81.2 million, as compared to $116.7 million in the prior year.

•Specialty Products Adjusted EBITDA increased 135% to $42.0 million, as compared to $17.9 million in the prior year.

Third Quarter 2022 Results

•Net sales decreased 18% to $160.5 million in the third quarter, as compared to $195.4 million in the prior-year quarter.

•Fire Safety sales decreased 29% to $122.0 million, as compared to $172.4 million in the prior year.

•Specialty Products sales increased 68% to $38.5 million, as compared to $23.0 million in the prior year.

•Net income during the third quarter was $78.7 million, or $0.45 per diluted share, an increase of $26.7 million from $52.0 million, or $0.98 per diluted share, for the same period of 2021.

•Adjusted EBITDA decreased 25% to $75.6 million in the third quarter, as compared to $100.4 million in the prior-year quarter.

•Fire Safety Adjusted EBITDA decreased 38% to $60.4 million, as compared to $97.9 million in the prior year.

•Specialty Products Adjusted EBITDA increased 512% to $15.3 million, as compared to $2.5 million in the prior year.

* On November 3, 2022, the Company’s board of directors approved the repurchase of up to $100.0 million of the Company's ordinary shares during the next 24 months.

Conference Call and Webcast

As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Friday, November 4, 2022 to discuss financial results for the third quarter 2022. 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 December 4, 2022.

About Perimeter Solutions

Perimeter Solutions is a leading global solutions provider, providing high-quality firefighting products and specialty products used in several end markets. The Company's business is organized and managed in two reporting segments: Fire Safety and Specialty Products, formerly Oil Additives.

The Fire Safety segment consists of formulating, manufacture and sale of fire retardants and firefighting foams that assist in combating various types of fires, including wildland, structural, flammable liquids and others. 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

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Exhibit 99.1

Perimeter Solutions Reports Second Quarter 2022 Financial Results

August 5, 2022

Net sales increased 31% year-to-date, with solid growth in both the Fire Safety and Specialty Products businesses

Adjusted EBITDA increased 39% year-to-date, with solid growth in both businesses

Oil Additives renamed Specialty Products to better reflect the business's current and expanding applications and end-markets

Clayton, Missouri, August 5, 2022 – Perimeter Solutions, SA (NYSE: PRM) (“Perimeter” or the “Company”), a leading provider of mission-critical firefighting products and services, as well as specialty products used in several end markets, today reported financial results for its second quarter ended June 30, 2022.

Year-to-Date 2022 Results

•Net sales increased 31% to $158.7 million during the year-to-date period, as compared to $121.0 million in the prior-year period.

•Fire Safety sales increased 31% to $85.0 million, as compared to $64.8 million in the prior year.

•Specialty Products sales increased 31% to $73.7 million, as compared to $56.2 million in the prior year.

•Net income during the year-to-date period was $45.0 million, or $0.26 per diluted share, an increase of $67.4 million from a net loss of $22.4 million, or $0.42 per diluted share, for the same period of 2021.

•Adjusted EBITDA increased 39% to $47.7 million during the year-to-date period, as compared to $34.3 million in the prior-year period.

•Fire Safety Adjusted EBITDA increased 11% to $20.9 million, as compared to $18.8 million in the prior year.

•Specialty Products Adjusted EBITDA increased 74% to $26.8 million, as compared to $15.4 million in the prior year.

Second Quarter 2022 Results

•Net sales increased 16% to $101.0 million in the second quarter, as compared to $87.1 million in the prior-year quarter.

•Fire Safety sales increased 16% to $66.6 million, as compared to $57.2 million in the prior year.

•Specialty Products sales increased 15% to $34.4 million, as compared to $30.0 million in the prior year.

•Net income during the second quarter was $7.2 million, or $0.04 per diluted share, an increase of $11.0 million from a net loss of $3.8 million, or $0.07 per diluted share, for the same period of 2021.

•Adjusted EBITDA increased 15% to $35.7 million in the second quarter, as compared to $31.1 million in the prior-year quarter.

•Fire Safety Adjusted EBITDA increased 3% to $24.2 million, as compared to $23.5 million in the prior year.

•Specialty Products Adjusted EBITDA increased 50% to $11.5 million, as compared to $7.7 million in the prior year.

Conference Call and Webcast

As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Friday, August 5, 2022 to discuss financial results for the second quarter 2022. 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 September 5, 2022.

About Perimeter Solutions

Perimeter Solutions is a leading global solutions provider, providing high-quality firefighting products and specialty products used in several end markets. The Company's business is organized and managed in two reporting segments: Fire Safety and Specialty Products, formerly Oil Additives.

The Fire Safety segment consists of formulating, manufacture and sale of fire retardants and firefighting foams that assist in combating various types of fires, including wildland, structural, flammable liquids and others. 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 in North America and inter

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Exhibit 99.1

Perimeter Solutions Reports First Quarter 2022 Financial Results

May 9, 2022

Net sales increased 70% year-over-year, with strong growth in both the Fire Safety and Oil Additives businesses

Fire Safety Adjusted EBITDA increased in the seasonally modest first quarter

Oil Additives Adjusted EBITDA increased 97% in Q1, driven by execution on our operational value drivers

Clayton, Missouri, May 9, 2022 – Perimeter Solutions, SA (NYSE: PRM) ("Perimeter" or the "Company"), a leading provider of mission-critical firefighting products and services, as well as high-quality lubricant additives, today reported financial results for its first quarter ended March 31, 2022.

First Quarter 2022 Results

•Net sales increased 70% to $57.8 million in the first quarter, as compared to $33.9 million in the prior-year quarter.

•Fire Safety sales increased 141% to $18.5 million, as compared to $7.7 million in the prior year.

•Oil Additives sales increased 50% to $39.3 million, as compared to $26.3 million in the prior year.

•Net income during the first quarter was $37.8 million, or $0.22 per diluted share, an increase of $56.3 million from a net loss of $18.5 million, or $0.35 per diluted share, for the same period of 2021.

•Adjusted EBITDA increased 285% to $12.0 million in the first quarter, as compared to $3.1 million in the prior-year quarter.

•Fire Safety Adjusted EBITDA increased $1.3 million to an Adjusted EBITDA loss of $3.3 million, as compared to an Adjusted EBITDA loss of $4.6 million in the prior year.

•Oil Additives Adjusted EBITDA increased 97% to $15.3 million, as compared to $7.8 million in the prior year.

Conference Call and Webcast

As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Monday, May 9, 2022 to discuss financial results for the first quarter 2022 . 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://www.perimeter-solutions.com/en/), 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 June 9, 2022.

About Perimeter Solutions

Perimeter Solutions is a leading global solutions provider, providing high-quality firefighting products and lubricant additives. The Company's business is organized and managed in two reporting segments: Fire Safety and Oil Additives.

The Fire Safety business consists of formulating, manufacture and sale of fire retardants and firefighting foams that assist in combating various types of fires, including wildland, structural, flammable liquids and others. Our Fire Safety business 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 in North America and internationally. 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 Oil Additives business produces and sells high quality Phosphorus Pentasulfide ("P2S5") primarily used in the preparation of lubricant additives, including a family of compounds called Zinc Dialkyldithiophosphates (“ZDDP”) that provide critical anti-wear protection to engine components. P2S5 is also used in pesticide and mining chemicals applications.

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

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Exhibit 99.1

Perimeter Solutions Reports Fourth Quarter 2021 Results

March 24, 2022

Listed on The New York Stock Exchange under the symbol "PRM" on November 9, 2021

Strong full year performance in the Fire Safety segment despite lapping the record 2020 U.S. fire season

Clayton, Missouri, March 24, 2022 - Perimeter Solutions, SA (NYSE: PRM) ("Perimeter" or the "Company"), a leading provider of mission-critical firefighting products and services, as well as high-quality lubricant additives, today reported financial results for its fourth quarter ended December 31, 2021.

Full Year 2021 Results

•Net sales increased 7% to $362.3 million in 2021, as compared to $339.6 million in 2020.

•Fire Safety sales increased 7% to $261.2 million, as compared to $245.0 million in 2020.

•Oil Additives sales increased 7% to $101.2 million, as compared to $94.6 million in 2020.

•Net loss for 2021 was $659.8 million, or $(9.68) per share, a decrease of $684.1 million from net income of $24.2 million, or $0.46 per share for 2020.

•Adjusted EBITDA increased 4% to $141.4 million in 2021, as compared to $136.0 million in 2020.

•Fire Safety Adjusted EBITDA increased 5% to $117.9 million, as compared to $112.0 million in 2020.

•Oil Additives Adjusted EBITDA decreased 2% to $23.6 million, as compared to $24.0 million in 2020.

Fourth Quarter 2021 Results

•Net sales decreased 18% to $45.9 million in the 2021 fourth quarter, as compared to $55.8 million in the 2020 fourth quarter.

•Fire Safety sales decreased 23% to $23.9 million, as compared to $31.1 million in the 2020 fourth quarter.

•Oil Additives sales decreased 11% to $22.0 million, as compared to $24.8 million in the 2020 fourth quarter.

•Net loss during the 2021 fourth quarter was $689.5 million, or $(6.10) per share, a increase of $683.2 million from a net loss of $6.3 million, or $(0.12) per share for the 2020 fourth quarter.

•Adjusted EBITDA decreased 57% to $6.8 million during the 2021 fourth quarter, as compared to $16.0 million in the 2020 fourth quarter.

•Fire Safety Adjusted EBITDA decreased 87% to $1.2 million, as compared to $9.2 million in the 2020 fourth quarter.

•Oil Additives Adjusted EBITDA decreased 17% to $5.6 million, as compared to $6.7 million in the 2020 fourth quarter.

CEO Edward Goldberg commented: “We are proud of our performance in 2021, particularly in our Fire Safety business, where, despite an extremely challenging supply chain and logistics backdrop, we met our commitments to our customers with 100% reliability, in support of their mission to save lives, property and the environment. We also grew segment Adjusted EBITDA while lapping the record 2020 U.S. fire season.” Mr. Goldberg added “The 2021 fourth quarter experienced very limited fire activity, and our Fire Safety results were down period-over-period. Fluctuations based on the intensity of the fire season in a given quarter is a feature of our Fire Safety business, and can be especially pronounced in the much smaller fourth and first quarters, as evidenced in 2021 fourth quarter.” Mr. Goldberg concluded “We’re very optimistic about our business. Assuming a normalized 2022 fire season, and incorporating our best assumptions around other elements of our business, we expect consolidated 2022 Adjusted EBITDA growth consistent with, and perhaps above, our long-term framework of mid-teens growth.”

Conference Call and Webcast

As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Thursday, March 24, 2022 to discuss 2021 fourth quarter operating results. 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://www.perimeter-solutions.com/en/), 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 April 24, 2022.

About Perimeter Solutions

Perimeter Solutions is a leading global solutions provider, providing high-quality firefighting products and lubricant additives. The Company's business is organized and managed in two reporting segments: Fire Safety and Oil Additives.

The Fire Safety business consists of formulating, manufacture and sale of fire retardants and firefighting fo