Full year Earnings (Loss) Per Diluted Share of ($0.04) and Adjusted Earnings Per Diluted Share of $1.11

Net Income (Loss) of ($5.9M) and Adjusted Net Income of $163.4M

Strong 2024 results demonstrate operational value driver transformation -- Adjusted EBITDA approximately doubled in three years with minimal end-market contribution

Acquired IMS for $32.8M, expanding into printed circuit board products

Clayton, Missouri--(Newsfile Corp. - February 20, 2025) - Perimeter Solutions, Inc. (NYSE: PRM) ("Perimeter" or the "Company"), a leading global solutions provider for the Fire Safety and Specialty Products industries, today reported financial results for its fourth quarter, and full year, ended December 31, 2024.

Full Year 2024 Results

Full year net sales increased 74% to $561.0 million, as compared to $322.1 million in the prior year.

Fire Safety net sales increased 93% to $436.3 million, as compared to $225.6 million in the prior year. Specialty Products net sales increased 29% to $124.7 million, as compared to $96.6 million in the prior year. Full year net loss was $5.9 million, or $0.04 loss per diluted share, as compared to net income of $67.5 million, or $0.41 earnings per diluted share in the prior year. Full year non-GAAP adjusted earnings per share was $1.11. Full year Adjusted EBITDA increased 190% to $280.3 million, as compared to $96.8 million in the prior year.

Fire Safety Adjusted EBITDA increased 215% to $240.1 million, as compared to $76.2 million in the prior year. Specialty Products Adjusted EBITDA increased 95% to $40.2 million, as compared to $20.6 million in the prior year. Reconciliation tables for full year and quarterly non-GAAP measures are available in the attached schedules.

Fourth Quarter 2024 Results

Net sales increased 45% to $86.2 million in the fourth quarter, as compared to $59.5 million in the prior-year quarter.

Fire Safety net sales increased 72% to $60.7 million, as compared to $35.4 million in the prior year quarter. Specialty Products net sales increased 6% to $25.5 million, as compared to $24.1 million in the prior year quarter. Net income during the fourth quarter was $144.2 million, or $0.90 per diluted share, as compared to a net loss of $13.2 million, or $0.09 loss per diluted share in the prior year quarter. Fourth quarter non-GAAP adjusted earnings per share was $0.13. Adjusted EBITDA increased 193% to $32.9 million in the fourth quarter, as compared to $11.2 million in the prior year quarter.

Fire Safety Adjusted EBITDA increased 289% to $27.2 million, as compared to $7.0 million in the prior year quarter. Specialty Products Adjusted EBITDA increased 34% to $5.6 million, as compared to $4.2 million in the prior year quarter.

Story Continues

Capital Allocation

On December 24, 2024, the Company acquired 100% of the shares of IMS DE Holdings, LLC ("IMS") for $32.8 million. Based in Manchester, New Hampshire, IMS is a manufacturer of highly specialized printed circuit boards (PCBs).

Conference Call and Webcast

As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Thursday, February 20, 2025 to discuss financial results for the fourth quarter 2024. 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 March 20, 2025 (11:59 p.m. ET).

About Perimeter Solutions

Perimeter Solutions is a leading global solutions provider for the Fire Safety and Specialty Products industries. The Company's business is organized and managed in two reporting segments: Fire Safety and Specialty Products. The Fire Safety segment is a formulator and manufacturer of fire management products that help our customers combat various types of fires, including wildland, structural, flammable liquids and other types of fires. 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 globally. 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 Specialty Products segment includes operations that develop, produce and market products for non-fire safety markets. The Company's largest end market application for our Specialty Products segment is Phosphorus Pentasulfide ("P2S5") based lubricant additives. P2S5 is also used in pesticide and mining chemicals applications, and emerging electric battery technologies.

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, 2024. Shareholders, 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.

SOURCE: Perimeter Solutions, Inc.

CONTACT: [email protected]

PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except share and per share data)
(Unaudited)

Three Months Ended December 31,   Year Ended December 31, 2024   2023   2024   2023 Net sales  $ 86,231  $ 59,455  $ 560,968  $ 322,108 Cost of goods sold   44,336   40,717   243,882   193,813 Gross profit   41,895   18,738   317,086   128,295 Operating expenses:  Selling, general and administrative expense   21,013   13,577   66,901   46,513 Amortization expense   13,741   13,753   55,032   55,065 Founders advisory fees - related party   (54,789)   325   198,308   (108,481) Intangible impairment   —   —   —   40,738 Other operating expense   612   —   612   10 Total operating expenses   (19,423 )  27,655   320,853   33,845 Operating income (loss)   61,318   (8,917 )  (3,767 )  94,450 Other expense (income):  Interest expense, net   9,169   10,440   40,461   41,378 Gain on contingent earn-out   —   —   —   (7,273) Foreign currency loss (gain)   2,280   (2,411 )  2,443   (1,655) Other (income) expense, net   (60 )  388   192   417 Total other expense, net   11,389   8,417   43,096   32,867 Income (loss) before income taxes   49,929   (17,334 )  (46,863 )  61,583 Income tax benefit   94,241   4,093   40,958   5,903 Net income (loss)   144,170   (13,241 )  (5,905 )  67,486 Other comprehensive (loss) income, net of tax:  Foreign currency translation adjustments   (23,627 )  10,626   (19,522 )  5,761 Total comprehensive income (loss)  $ 120,543  $ (2,615)  $ (25,427)  $ 73,247 Earnings (loss) per share:  Basic  $ 0.98  $ (0.09)  $ (0.04)  $ 0.44 Diluted  $ 0.90  $ (0.09)  $ (0.04)  $ 0.41 Weighted average number of shares 
outstanding:  Basic   147,058,719   150,833,523   145,713,439   154,666,717 Diluted   160,931,755   150,833,523   145,713,439   166,452,022

PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share and per share data)
(Unaudited)

December 31, 2024   December 31, 2023 Assets  Current assets:  Cash and cash equivalents  $ 198,456  $ 47,276 Accounts receivable, net   56,048   39,593 Inventories   116,347   145,652 Prepaid expenses and other current assets   23,173   18,493 Total current assets   394,024   251,014 Property, plant, and equipment, net   64,777   59,402 Operating lease right-of-use assets   17,298   16,339 Finance lease right-of-use assets   6,173   6,064 Goodwill   1,034,543   1,036,279 Customer lists, net   637,745   674,786 Technology and patents, net   173,307   180,653 Tradenames, net   87,365   89,568 Other assets, net   1,162   1,317 Total assets  $ 2,416,394  $ 2,315,422 Liabilities and Shareholders Equity  Current liabilities:  Accounts payable  $ 23,519  $ 21,639 Accrued expenses and other current liabilities   30,450   30,710 Founders advisory fees payable - related party   6,677   2,702 Deferred revenue   1,842   — Total current liabilities   62,488   55,051 Long-term debt, net   667,774   666,494 Operating lease liabilities, net of current portion   15,540   14,908 Finance lease liabilities, net of current portion   6,013   5,547 Deferred income taxes   152,203   253,454 Founders advisory fees payable - related party   240,083   56,917 Preferred stock   109,966   105,799 Preferred stock - related party   2,831   2,764 Other liabilities   2,226   2,193 Total liabilities   1,259,124   1,163,127 Commitments and contingencies  Shareholders' equity:  Common stock, $0.0001 par value per share, 4,000,000,000 shares authorized; 
169,426,114 shares issued; 147,822,633 shares outstanding at December 31, 2024   17   — Ordinary shares, $1.00 nominal value per share, 4,000,000,000 shares authorized; 165,066,195 shares issued; 146,451,005 shares outstanding at December 31, 2023   —   165,067 Treasury shares, at cost; 21,603,481 and 18,615,190 shares at December 31, 2024 and 2023, respectively   (127,827 )  (113,407) Additional paid-in capital   1,911,035   1,701,163 Accumulated other comprehensive loss   (39,232 )  (19,710) Accumulated deficit   (586,723 )  (580,818) Total shareholders' equity   1,157,270   1,152,295 Total liabilities and shareholders' equity  $ 2,416,394  $ 2,315,422

PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)

Year Ended December 31, 2024   2023 Cash flows from operating activities:  Net (loss) income  $ (5,905)  $ 67,486 Adjustments to reconcile net (loss) income to net cash provided by (used in) operating 
activities:  Founders advisory fees - related party (change in fair value)   198,308   (108,481) Depreciation and amortization expense   65,718   64,855 Interest and payment-in-kind on preferred shares   7,057   6,792 Share-based compensation   12,849   1,596 Non-cash lease expense   5,070   5,248 Deferred income taxes   (99,557 )  (25,816) Intangible impairment   —   40,738 Amortization of deferred financing costs   1,730   1,664 Gain on contingent earn-out   —   (7,273) Foreign currency loss (gain)   2,443   (1,655) Loss on disposal of assets   66   139 Changes in operating assets and liabilities, net of acquisitions:  Accounts receivable   (13,293 )  (14,435) Inventories   29,872   (2,044) Prepaid expenses and current other assets   (843 )  1,014 Accounts payable   (754 )  (15,335) Deferred revenue   1,842   — Income taxes payable, net   (13,299 )  (3,498) Accrued expenses and other current liabilities   4,306   (1,758) Founders advisory fees - related party (cash settled)   (2,702 )  (4,655) Operating lease liabilities   (3,278 )  (4,182) Financing lease liabilities   (501 )  (282) Other, net   (741 )  75 Net cash provided by operating activities   188,388   193 Cash flows from investing activities:  Purchase of property and equipment   (15,531 )  (9,435) Proceeds from short-term investments   5,383   — Purchase of short-term investments   —   (5,459) Purchase of businesses, net of cash acquired   (32,792 )  — Net cash used in investing activities   (42,940 )  (14,894) Cash flows from financing activities:  Ordinary shares repurchased   (14,420 )  (64,066) Proceeds from exercise of warrants   23,509   — Principal payments on finance lease obligations   (740 )  (387) Net cash provided by (used in) financing activities   8,349   (64,453) Effect of foreign currency on cash and cash equivalents   (2,617 )  (320) Net change in cash and cash equivalents   151,180   (79,474) Cash and cash equivalents, beginning of period   47,276   126,750 Cash and cash equivalents, end of period  $ 198,456  $ 47,276 Supplemental disclosures of cash flow information:  Cash paid for interest  $ 37,317  $ 37,005 Cash paid for income taxes  $ 74,559  $ 25,960 Non-cash activities:  Liability portion of founders advisory fees - related party reclassified to additional paid in 
capital  $ 8,464  $ 2,618

Non-GAAP Financial Metrics

The Company provides non-GAAP financial measures for 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

The computation of Adjusted EBITDA is defined as net income (loss) plus income tax expense, 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 and transaction related costs (ii) founder advisory fee expenses, (iii) stock compensation expense and (iv) foreign currency loss (gain). To supplement the Company's consolidated financial statements presented in accordance with U.S. GAAP, Perimeter is providing a summary to show the computations of adjusted EBITDA, which is a non-GAAP measure 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 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 (in thousands).

(Unaudited)   Three Months Ended December 31, 2024   Three Months Ended December 31, 2023 Fire Safety   Specialty
Products   Total   Fire Safety   Specialty
Products   Total Income (loss) before income taxes  $ 45,304  $ 4,625  $ 49,929  $ (17,741 ) $ 407  $ (17,334) Depreciation and amortization   12,858   3,645   16,503   12,888   3,474   16,362 Interest and financing expense   9,694   (525 )  9,169   9,654   786   10,440 Founders advisory fees - related party   (46,936 )  (7,853 )  (54,789 )  256   69   325 Non-recurring expenses (1)   3,743   1,238   4,981   1,385   719   2,104 Share-based compensation expense   2,735   2,066   4,801   1,542   184   1,726 Foreign currency (gain) loss   (154 )  2,434   2,280   (979 )  (1,432 )  (2,411) Adjusted EBITDA  $ 27,244  $ 5,630  $ 32,874  $ 7,005  $ 4,207  $ 11,212

(1) For the three months ended December 31, 2024, $4.4 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs and $0.6 million was related to acquisition costs. For the three months ended December 31, 2023, $2.1 million was related to restructuring and other non-recurring costs.

(Unaudited)   Year Ended December 31, 2024   Year Ended December 31, 2023 Fire Safety   Specialty
Products   Total   Fire Safety   Specialty
Products   Total (Loss) income before income taxes  $ (35,277 ) $ (11,586)  $ (46,863)  $ 36,073  $ 25,510  $ 61,583 Depreciation and amortization   51,365   14,353   65,718   51,178   13,677   64,855 Interest and financing expense   39,547   914   40,461   38,305   3,073   41,378 Founders advisory fees - related party   169,886   28,422   198,308   (85,422)   (23,059)   (108,481) Intangible impairment   —   —   —   40,738   —   40,738 Non-recurring expenses (1)   5,559   1,819   7,378   2,687   1,359   4,046 Share-based compensation expense   8,545   4,304   12,849   592   1,004   1,596 Gain on contingent earn-out   —   —   —   (7,273)   —   (7,273) Foreign currency loss (gain)   496   1,947   2,443   (664)   (991)   (1,655) Adjusted EBITDA  $ 240,121  $ 40,173  $ 280,294  $ 76,214  $ 20,573  $ 96,787

(1) For the year ended December 31, 2024, $6.6 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs, $0.6 million was related to acquisition costs, and $0.2 million was related to other non-recurring costs. For the year ended December 31, 2023, $4.0 million was related to restructuring and other non-recurring costs.

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 plus amortization, certain non-recurring, unusual or non-operational items, and the tax impact of these non-GAAP adjustments. These adjustments include (i) restructuring and transaction related costs (ii) founder advisory fee expenses, (iii) stock compensation expense and (iv) foreign currency loss (gain). Adjusted diluted shares is the weighted average diluted shares outstanding, adjusted by adding dilution for options and warrants excluded under 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 EPS, which is a non-GAAP measure 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 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 (in thousands, except share and per share data).

(Unaudited)   Three Months Ended 
December 31, 2024   Year Ended December 
31, 2024 GAAP net income (loss)  $ 144,170  $ (5,905) Adjustments:  Amortization   13,741   55,032 Founders advisory fees - related party   (54,789 )  198,308 Non-recurring expenses (1)   4,981   7,378 Share-based compensation expense   4,801   12,849 Foreign currency loss   2,280   2,443 Tax impact of non-GAAP adjustments (2)   (96,136 )  (106,715) Adjusted net income  $ 19,048  $ 163,390  Shares used in computing GAAP Earnings Per Share (diluted)   160,931,755   145,713,439 Options (3)   —   1,446,487 Warrants (3)   —   49,876 Shares underlying Founders fixed advisory fees (4)   (9,428,244 )  — Shares underlying Founders variable advisory fees (5)   —   — Shares used in computing Adjusted Earnings Per Share (diluted)   151,503,511   147,209,802  GAAP Earnings (Loss) Per Share (diluted)  $ 0.90  $ (0.04) Adjusted Earnings Per Share (diluted)  $ 0.13  $ 1.11

____________________

(1)For the three months ended December 31, 2024, $4.4 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs and $0.6 million was related to acquisition costs. For the year ended December 31, 2024, $6.6 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs, $0.6 million was related to acquisition costs, and $0.2 million was related to other non-recurring costs.
(2)The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability.
(3)The Company adds back the dilutive impact of options and warrants if amounts were excluded for purposes of GAAP EPS due to GAAP net loss during the period.
(4)As of December 31, 2024, a maximum of 2.4 million shares were expected to be issued within 12 months under the Founders fixed advisory fee. On January 30, 2025, the founders elected to receive 1.8 million shares and $6.7 million in cash to satisfy the 2024 Founders fixed advisory fee.
(5)Based on period end market prices, no shares were issuable under the Founders variable advisory fee.

(Unaudited)   Three Months Ended 
September 30, 2024   Nine Months Ended 
September 30, 2024 GAAP net loss  $ (89,167 ) $ (150,075) Adjustments:  Amortization   13,765   41,291 Founders advisory fees - related party   184,176   253,097 Non-recurring expenses (1)   1,834   2,397 Share-based compensation expense   3,312   8,048 Foreign currency (gain) loss   (1,354 )  163 Tax impact of non-GAAP adjustments (2)   (1,947 )  (10,579) Adjusted net income  $ 110,619  $ 144,342  Shares used in computing GAAP Earnings Per Share (diluted)   145,222,189   145,247,477 Options (3)   1,540,658   513,553 Warrants (3)   —   — Shares underlying Founders fixed advisory fees (4)   —   — Shares underlying Founders variable advisory fees (5)   —   — Shares used in computing Adjusted Earnings Per Share (diluted)   146,762,847   145,761,030  GAAP Loss Per Share (diluted)  $ (0.61 ) $ (1.03) Adjusted Earnings Per Share (diluted)  $ 0.75  $ 0.99

____________________

(1)For the three months ended September 30, 2024, $1.7 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs and $0.1 million was related to other non-recurring costs. For the nine months ended September 30, 2024, $2.2 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs and $0.2 million was related to other non-recurring costs.
(2)The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability.
(3)The Company adds back the dilutive impact of options and warrants if amounts were excluded for purposes of GAAP EPS due to GAAP net loss during the period.
(4)As of September 30, 2024, a maximum of 2.4 million shares were expected to be issued within 12 months under the Founders fixed advisory fee.
(5)Based on period end market prices, no shares were issuable under the Founders variable advisory fee.

(Unaudited)   Three Months Ended 
June 30, 2024   Six Months Ended 
June 30, 2024 GAAP net income (loss)  $ 21,650  $ (60,908) Adjustments:  Amortization   13,755   27,526 Founders advisory fees - related party   588   68,921 Non-recurring expenses (1)   23   563 Share-based compensation expense   2,994   4,736 Foreign currency loss   224   1,517 Tax impact of non-GAAP adjustments (2)   (3,441 )  (8,632) Adjusted net income  $ 35,793  $ 33,723  Shares used in computing GAAP Earnings Per Share (diluted)   154,664,770   145,279,938 Options (3)   —   — Warrants (3)   —   — Shares underlying Founders fixed advisory fees (4)   (9,428,244 )  — Shares underlying Founders variable advisory fees (5)   —   — Shares used in computing Adjusted Earnings Per Share (diluted)   145,236,526   145,279,938  GAAP Earnings (Loss) Per Share (diluted)  $ 0.14  $ (0.42) Adjusted Earnings Per Share (diluted)  $ 0.25  $ 0.23

____________________

(1)For the six months ended June 30, 2024, $0.5 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs, and $0.1 million was related to other non-recurring costs.
(2)The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability.
(3)The Company adds back the dilutive impact of options and warrants if amounts were excluded for purposes of GAAP EPS due to GAAP net loss during the period.
(4)As of June 30, 2024, and a maximum of 2.4 million shares were expected to be issued within 12 months under the Founders fixed advisory fee.
(5)Based on period end market prices, no shares were issuable under the Founders variable advisory fee.

(Unaudited)   Three Months Ended 
March 31, 2024 GAAP net loss  $ (82,558) Adjustments:  Amortization   13,771 Founders advisory fees - related party   68,333 Non-recurring expenses (1)   540 Share-based compensation expense   1,742 Foreign currency loss   1,293 Tax impact of non-GAAP adjustments (2)   (5,191) Adjusted net loss  $ (2,070)  Shares used in computing GAAP Earnings Per Share (diluted)   145,326,933 Options (3)   — Warrants (3)   — Shares underlying Founders fixed advisory fees (4)   — Shares underlying Founders variable advisory fees (5)   — Shares used in computing Adjusted Earnings Per Share (diluted)   145,326,933  GAAP Loss Per Share (diluted)  $ (0.57) Adjusted Loss Per Share (diluted)  $ (0.01)

____________________

(1)For the three months ended March 30, 2024, $0.5 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs.
(2)The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability.
(3)The Company adds back the dilutive impact of options and warrants if amounts were excluded for purposes of GAAP EPS due to GAAP net loss during the period.
(4)As of March 31, 2024, a maximum of 2.4 million shares were expected to be issued within 12 months under the Founders fixed advisory fee.
(5)Based on period end market prices, no shares were issuable under the Founders variable advisory fee.

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