Ladies and gentlemen, greetings and welcome to the Perimeter Solutions Q3 2022 earnings call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Seth Barker of Investor Relations. Please go ahead.
Thank you, operator. Good morning, everyone, and thank you for joining Perimeter Solutions third quarter 2022 earnings call. Speaking on today's call are Haitham Khouri, Vice Chairman, Edward Goldberg, Chief Executive Officer, and Chuck Kropp, Chief Financial Officer. We want to remind anyone who may be listening to a replay of this call that all statements made are as of today, November 4, 2022, and these statements have not been, nor will they be updated subsequent to today's call. Also, today's call may contain forward-looking statements. These statements made today are based on management's current expectations, assumptions, and beliefs about our business and the environment in which we operate. Our actual results may materially differ from those expressed or implied on today's call. Please review our SEC filings for a more complete discussion of factors that could impact our results.
The company would also like to advise you that during the call, we will be referring to non-GAAP financial measures, including EBITDA. Please refer to our earnings press release and presentation as well as our SEC filings, both of which will be available on our website and on the SEC's website. With that, I will turn the call over to Haitham Khouri, Vice Chairman.
Thank you, Seth. Good morning, everyone, and thank you for joining us. As usual, I'll start with some summary comments on our strategy. Then I'll touch on our financial performance and capital allocation before turning the call over to Eddie and Chuck. Starting with our strategy on slide three. As you've heard us say before, our goal is to deliver private equity-like returns with the liquidity of a public market. We plan to attain this goal by owning, operating, and growing uniquely high-quality businesses. We define uniquely high-quality businesses through the following five very specific economic criteria. One, recurring and predictable revenue streams. Two, long-term secular growth tailwinds. Three, products that account for critical but small portions of larger value streams. Four, significant free cash flow generation with high returns on tangible capital. Five, the potential for opportunistic consolidation.
We believe that these five economic criteria are present at Perimeter, as described on slide four, and we also use these criteria to evaluate potential new acquisitions. As described on slide five, we seek to drive long-term equity value creation by a consistent improvement in our three operational value drivers, which are profitable new business, continual cost improvement, and pricing to reflect the value we provide. In addition to our operational value drivers, we seek to maximize equity value creation through a clear focus on the allocation of our capital, as well as the management of our capital structure. Turning now to our financial results, starting with Fire Safety. We've consistently emphasized that within the predictable long-term volume growth we expect in our Fire Safety business, there exists an element of annual and quarterly variability based primarily on the severity of the North American fire season.
In a nutshell, while the long-term Fire Safety volume growth is highly predictable and dependable, annual and quarterly growth is more variable. The 2022 North America fire season was mild and the impact is reflected in our financial results. The mild 2022 fire season has no impact on our positive expectations for 2023 and beyond. Turning to Specialty Products. The business continues to perform well, primarily due to solid implementation of our operational value drivers. We now expect 2022 Specialty Products adjusted EBITDA to exceed $50 million, which is more than double the business's adjusted EBITDA in each of the prior three years. I'll now discuss our value driver implementation more specifically. While we can't control the fire season, we are laser-focused on these three operational value drivers we can control.
We refer to these as the three Ps, profitable new business, pricing our products and services to the value they provide, and productivity improvements. It's important to emphasize that this value driver focus is not a one-time response to a mild fire season. Rather, it's a mentality that guides our approach to new business, cost, and pricing to value, and which should drive financial performance at both our businesses on an annual basis going forward. To this end, Perimeter has completed a reorganization into seven business units, two within our Specialty Products business and five within our Fire Safety business. This structure is meant to ensure that we drive the decentralized execution and accountability and maintain the geography and product-specific focus and granularity necessary to drive continual operational value driver improvement across our entire business. Turning now to cash and capital allocation.
We ended the third quarter with approximately $166 million of cash on our balance sheet, up from $126 million at the end of the second quarter. We expect to continue generating free cash flow in the fourth quarter prior to any repurchases or acquisitions, primarily as a portion of our approximately $86 million receivable balance converts to cash. We continue to operate in a unique capital markets environment with highly restricted access to capital almost across the board, and therefore, where our available cash carries a significant premium. With this premium in mind, we repurchased approximately 300,000 shares in the third quarter for approximately $2.6 million and repurchased another 4.9 million shares in October for approximately $37 million.
While we value the M&A-related flexibility that our cash balance affords us, we will continue to allocate our capital towards share repurchases when presented with very compelling opportunities as we have at various points this year. To that end, and given that we utilized approximately half of our initial $100 million repurchase authorization, our board has authorized a new $100 million share repurchase authorization. I'll close with a comment on our full year financial expectations. We face two significant headwinds in 2022. The first, and the more material, is the mild fire season, with the relevant U.S. acres burned down significantly year-over-year. The second is new public company costs, which we estimate at slightly more than $10 million for the full year, and which Chuck will elaborate on shortly.
Given these two headwinds, we now expect full year 2022 consolidated adjusted EBITDA to be down single digits % versus 2021. If we exclude estimated public company costs to get a true measure of like-for-like performance, we expect to deliver very roughly flat consolidated 2022 adjusted EBITDA versus last year, despite the material decline in acres burned. As I referenced earlier, we will continue to press on our operational value drivers, and we hope and expect to improve our financial performance when a similarly mild fire season next occurs. In closing, and with the year largely behind us, I reiterate our prior view that had the 2022 fire season come in roughly on trend line, we had expected to deliver mid-teens or greater % growth in our 2022 consolidated adjusted EBITDA versus the approximately $141 million we reported in 2021.
With that, I'll turn the call over to Eddie.
Thanks, Haitham. I'll start with our Fire Safety business and provide some high-level context starting on slide six. The volume growth equation in our retardant business is a function of growth of acres burned plus growth in retardant per acre. As illustrated on this slide, measured over the past seven years, 2015 through 2021, our U.S. retardant unit volumes have increased at a 10% CAGR. We used 2015 and 2021 as the start and end years for the analysis, as both years represent fairly normalized fire seasons where acres burned excluding Alaska are within a few percentage points of their respective trailing seven-year moving averages. As illustrated on slide seven, over the 2015 to 2021 period, the first part of our retardant volume growth equation, U.S. acres burned ex-Alaska, increased at a 6% CAGR.
This is in line with the long-term growth in U.S. acres burned ex-Alaska. Using the longest time series available and utilizing a five-year rolling average to capture the multiyear trend, U.S. acres burned ex-Alaska have increased at a 5% CAGR over approximately three decades, from a five-year rolling average of 1.9 million acres burned in 1994 to a five-year rolling average of 7.3 million acres burned in 2021. We expect that the long-term trend in growth in acres burned ex-Alaska will remain very dependable over the long term. As illustrated on slide eight, over the 2015 to 2021 period, the second part of our retardant volume growth equation, retardant per acre burned, increased at a 4% CAGR.
As summarized on slide nine, growth in retardant per acre is primarily a function of growth in the wildland-urban interface, which increases the need to fight wildfires, and growth in the air tanker fleet, which increases the ability to fight wildfires and continued aggressive aerial attack by the fire management agencies. We expect these secular growth trends to persist into the future. As summarized on slide 10, looking forward, we expect our retardant volumes to grow mid- to high-single digits annually or off a normalized base driven by continued dependable long-term growth in both acres burned and retardant per acre. Moving to slide 11, as we compress the time horizon, it's clear that within this predictable long-term secular volume growth. There exists an element of short-term variability based on the severity of any individual North America fire season. The year-to-date 2022 U.S. fire season illustrates this short-term variability.
The chart on the left-hand side of the slide shows Q3 U.S. acres burned ex-Alaska, which are down 64% versus Q3 of 2021. The chart on the right-hand side of the slide illustrates year-to-date U.S. acres burned ex-Alaska through the end of September, which are down 33% versus the same period last year. It's difficult to overcome this magnitude of short-term variation in the U.S. fire season. As such, third quarter and year-to-date Fire Safety revenue decreased 29% and 13% respectively, while third quarter and year-to-date Fire Safety adjusted EBITDA decreased 38% and 30% respectively. I'll reemphasize that we don't believe there's anything about the 2022 fire season that informs future fire seasons, either positively or negatively.
The 2022 and 2023 fire seasons are independent variables, and we're planning for a 2023 fire season consistent with the long-term trend line, while also preparing to respond to a milder or more severe season. For reference, 2019 was the softest U.S. fire season of the past roughly 15 years, with 2.1 million acres burned ex-Alaska. It was followed by the 2020 fire season, which was the most severe in recorded U.S. history at 10.1 million acres burned ex-Alaska. Moving on to fire safety margins, which declined year-over-year in Q3 2022, due primarily to the impact of inflation passthroughs on our reported margins. As we've discussed on each of our calls this year, we experienced significant raw material inflation in 2022. We successfully passed on this inflation via contractual mechanisms in place across the vast majority of our fire safety business.
While this is a powerful feature of our business that protects our EBITDA dollars during inflationary periods, it also dampens our reported margins as the inflation passthroughs grow revenue while keeping EBITDA flat, which leads to reported margin compression. Let me now touch on profitable new business opportunities we're actively pursuing in fire safety. We made solid progress this year on international growth within our retardant business, including important wins in Italy and Greece, which we referred to on our prior call. We're also pleased with developments in prevention and protection, where we continue to expand business with current customers, as well as broaden our portfolio of new customers. For a second year, we partnered with Orange County Fire Authority to support an expanded quick reaction force program.
While it's still too early to publicly quantify what this business can mean for our financial results, we believe it has the potential to be a significant financial contributor over time. Finally, we continue to develop and commercialize new fluorine-free firefighting foams in our suppressants business and expect to continue to grow our fluorine-free portfolio. Moving to Specialty Products, this business is performing well. Third quarter and year-to-date revenue increased 68% and 42% respectively, while adjusted EBITDA increased 512% in the quarter and 135% year-to-date. As illustrated on slide 12, we expect 2022 Specialty Products adjusted EBITDA to exceed $50 million, more than double the business's adjusted EBITDA in each of the three prior years.
This performance is a result of our operational value driver implementation, which, as Haitham noted, is now part of our culture and should drive incremental value on an annual basis going forward across all of our businesses and business units. With that, I'll turn the call over to Chuck.
Thanks, Eddie. Turning to slides 13 and 14. Third quarter sales in our fire safety business were $122 million, down 29% versus the prior year, and $207 million year to date, down 13% versus the prior year. Third quarter adjusted EBITDA in our fire safety business was $60.4 million, down 38% versus the prior year, and $81.2 million year to date, down 30% versus the prior year. As Haitham mentioned, we expect to absorb slightly more than $10 million in incremental public company cost in 2022. This is primarily comprised of internal and external expenses related to the insurance, accounting, audit, and legal requirements around public company reporting and compliance. Going forward, our goal is to reduce overall public company expenses by realizing annual productivity gains in excess of inflation.
Switching to Specialty Products. Third quarter sales in our Specialty Products business were $38.5 million, up 68% versus the prior year, and $112.2 million year to date, up 42% versus the prior year. Third quarter Adjusted EBITDA in our Specialty Products business was $15.3 million. Up 512% versus the prior year and $42 million year to date, up 135% versus the prior year. Moving on to the consolidated business. Third quarter consolidated sales were $160.5 million, down 18% versus the prior year, and $319.2 million year to date, up 1% versus the prior year.
Third quarter consolidated adjusted EBITDA was $75.6 million, down 25% versus the prior year, and $123.3 million year to date, down 8% versus the prior year. Now moving below adjusted EBITDA. Interest expense in the quarter was approximately $10 million, which is our regular quarterly run rate. Depreciation was approximately $2.7 million, while amortization expense was $13.7 million. Taxes were $34.5 million in the quarter. CapEx during the quarter was approximately $2 million. Our long-term expectations around interest expense, depreciation, taxes, CapEx, and working capital are summarized on slide 15. In 2022, we expect two differences versus these longer-term expectations. One related to cash taxes and two related to working capital. We expect cash taxes to come in lower than expected.
2022 cash taxes should be approximately $15 million. On the other hand, we expect working capital to be a more significant use of cash this year relative to the increase in sales than we typically expect, due in large part to higher inventory resulting from the weaker fire season, coupled with longer purchasing lead times. We ended the quarter with approximately $675 million of senior notes, cash of approximately $166 million, and approximately 162 million basic shares outstanding. Slide 16 walks investors through the differences between our basic and diluted share count.
I won't walk through the table in detail, though I will remind investors that our diluted share count of approximately 177 million shares includes 100% of the 14.1 million fixed shares we expect to issue under the Founder Advisory Agreement through Q1 2028. In practice, we expect to issue these shares ratably over the next six years. With that, I'll hand the call back over to the operator for Q&A.
Thank you. Ladies and gentlemen, at this time, we will be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Ladies and gentlemen, we will wait for a moment while we poll for questions. Our first question is from the line of Joshua Spector from UBS. Please go ahead.
Good morning. This is Lucas Beaumont on for Josh. I'd just like to start by discussing the performance of Fire Safety relative to the fire season, if we could. You guys had the acres burned numbers in there. I mean, I had something similar, sort of down 50% sort of year to date and 70% in the third quarter, I think, in the regions that you guys are focused on. Your sales and EBITDA were only down kind of 30% and 25%. What was the driver of the outperformance there versus the market? Was it volume driven or price driven? Is there like an international markets impact or new products?
How should we think about that in terms of getting back to kind of the base earnings in 2023 with a normal fire season?
Yeah. Good morning. Thanks for the question. I think it's pretty typical in our business for volumes to outperform acres burned, particularly on the downside. It's a combination of increased capacity to fight fires and aggressive initial attack strategy by the agency. I think you'll see that typically in our business, where we are able to outperform acres in terms of retardant sold.
Okay. Great. Thanks. In terms of the new buyback you've announced, which is, I mean, another $100 million is pretty substantial. It's like 9% of your market cap. Could you just kinda talk about that for us in the context of how you view your current leverage and how we should sort of think about you deploying that over the next year?
Yeah. We authorized that. We wanna make sure that we've got the flexibility and the firepower to take advantage of opportunities when we think the buying back stock is the right way to use our capital. It's an authorization to allow us that flexibility.
Cool. No worries. Maybe shifting to Specialty Products. Your earnings there improved quarter-over-quarter. I mean, in other similar businesses at the moment, we're sort of seeing expectations kind of start to weaken into the second half, particularly those with
Any exposure to Europe. I was just sort of wondering what if you could talk about what's driving the strength for you here and how you see the second half trending.
Yeah. We've been working hard in our Specialty Products business across all of our value drivers, pricing to value, taking costs out of the system and driving new business. We feel really good about the progress that we're making in Specialty Products and we feel very good about the business in the second half and going forward.
Is that? I mean, you guys, you flagged the $50 million sort of in EBITDA this year. I mean, I assume there's some overwriting going on there from the current pricing environment. Correct me if I'm wrong, but I mean, if I annualize the current quarter, I'd get sort of $60 million in EBITDA or like on an LTM basis, you sort of got $45 million-$50 million. I mean, how should we think about the base earnings there, you know, one to two years out? Is this, like, a new normal or, I mean, does it go back to $30 million-$40 million or how should we kind of think about that?
Yeah. Let me say a couple things. We had said previously that first quarter results were very good because our customers were having very good results on their own, no production interruptions, et cetera. The second quarter results were probably a little bit more typical of a mix of different customer behaviors. The third quarter did look a lot like the first quarter, but we still think on an ongoing basis, you know, somewhere in the Q2 performance is probably the right way to look at this business. You know, we are optimistic that we're gonna continue to make progress across all of our value drivers to continue to improve this business going forward.
Great. Thanks very much.
Thank you. Our next question comes from the line of Connor Lynagh from Morgan Stanley. Please go ahead.
Yeah, thanks. So obviously, as you've highlighted, this was, you know, at least year-over-year a very weak fire season. I'm wondering if you can help us think through, you know, if we were to see normalized fire activity next year, how should we think through the various drivers of, you know, what you guys have done on pricing, what you guys have done on cost, also the inflation pass-throughs that you've been dealing with. Can you give us sort of a framework? Should we think about EBITDA dollar growth, or what's sort of the logical way to think through, you know, what the impact on EBITDA would be for your business?
Sure. We believe that what we've been saying all along will continue to hold true. When we return to a normal fire season, we believe we'll continue to see mid-teens EBITDA growth going forward. Really nothing has changed there. We continue to work, again, hard across the value drivers of making sure we price to value, taking very aggressive actions to take costs out of the system, and looking for new business. You know, we continue to be protected in our ability to pass through unusual cost increases, so we feel good about that. I think our performance will return to what's expected when, you know, as we get to more normal fire seasons.
Connor, I'll just add real quick. It's mid-teens% EBITDA growth off of a normalized fire season. You've just got to be careful on peak-ish or trough-ish years, which is why we noted in the earnings call, if 2022 had been a roughly normalized fire season, we think roughly mid-teens% growth off of the $141 million of adjusted EBITDA we delivered last year would be reasonable. That's a pretty good, albeit rough approximation of on-trend 2022 EBITDA and then mid-teens% growth off that, you know, makes good sense as a very preliminary starting point going forward.
To clarify that point, thank you for the color. To clarify that, so if I were to call, just for example, 2021 a quote normal year, you think you've done underlying improvements to the business in 2022 that would have driven mid-teens EBITDA, and then if 2023 is a normalized year, you would not only have the volume benefit, but you would also have an incremental mid-teens EBITDA growth? Or is it just the, you know, the one year worth of improvement? How do I think about that?
We think you can take 2021, which was $141.4. Had this year been normal or at least a normalized fire season, you'd see roughly mid-teen EBITDA growth. That'll get you to, you know, $141.4 times 1.15, right, to be very specific. Then whatever that number is, assume mid-teens growth in 2023 over 2022, assuming 2023 is a normalized fire season.
Got it. Thanks. Then obviously one of the big, you know, conversations on your stock is competition. I'm wondering if you could just provide an update on what the state of competitors attempting to enter the market and qualify for use is right now.
Yeah. First of all, I can say that you can look on the Fire Service website and see nothing's really changed in the last quarter. I will repeat what I've said before. You know, barely a day has gone by in the last 20 years that I've been running this business that there hasn't been somebody trying to get into it. Some companies are noisier than others. I think there's quite a bit of noise in the system right now, but we feel very good about our market position going forward.
All right. I'll turn it back. Thank you.
Thank you. Ladies and gentlemen, if you wish to ask a question, please press star one. Our next question comes from the line of Brian DiRubbio from Baird. Please go ahead.
Good morning. Just a few questions from me. I'd like to just drill down on Specialty Products for a second. May have missed this, but can you just give us maybe just generically, you know, what were the drivers? Are you seeing better volumes in that business, or is it price? Just love to know what the various drivers in there.
Yeah, as I mentioned previously, we are working hard to improve the business across all of our value drivers. That includes driving price to value. It includes taking cost out of the system and looking for profitable new business. We've made good progress over the last year across all three value drivers. You can see that in the results. You know, we think that we'll continue to make improvements going forward across all aspects of that business.
Maybe ask another way. You know, that business, what's sort of the capacity? You know, what's the operating rate today? Do you have the ability to drive more volumes, or is this gonna be more of a price-driven story going forward?
We believe we have the ability to take on profitable new business that we're working on. We feel good about that.
Okay. Wanted to touch on a non-cash item, but, you know, as it relates to your M&A activity. Both this quarter and last quarter, you guys took actually non-cash gains on the contingent earn-outs. Last quarter was $9.4 million. This quarter was, I think, like, $3.6 million. Obviously, when that happens, that means one of your M&A targets has not performed as well as you thought. Would love to get maybe a little bit more details on what exactly happened there. You know, how are you thinking about M&A sort of today?
Good morning. This is Chuck. Yeah, thanks for the question. Yeah, in terms of the historical M&A, really that's just as simple as a shift of product from earn-out eligible product to not earn-out eligible, so the decrease in the liability there.
Brian, going forward, our view on M&A is completely unchanged. We're very focused on it. We'd love to get very high-quality transactions done. We'll only do them if they create significant shareholder value as defined as long-term free cash flow per share. On the one hand, it's a very good M&A environment with less competition, restricted access to capital, and we're in a great cash situation, both on the balance sheet and forward expectations of cash generation. On the other hand, it's just more challenging to get things done and price things loose in this environment, and we're working super hard at it. Stay tuned.
Got it. Just one final question from me. Not even sure if you know the answer, but the ticker symbol of your bonds changed in the last couple of months. Was there any reason for that?
That's above our pay grade.
Okay. Just confused everybody. They were looking for PERIMs, and they got LuxHLD. Now everybody's calling me up. It's like, "What's this new bond I own?" But okay.
If you're asking it on the earnings call, it sounds like it's important to our bondholders, and therefore it's very important to us. Let us figure that out, and you'll get an email from us, Brian, with a clarification. Thank you for pointing it out.
Yep, appreciate it. Thank you much.
Thank you. Our next question comes from the line of Joshua Spector from UBS. Please go ahead.
Hey, guys. It's Lucas again. Just wanted to ask a follow-up. I was just wondering if you could talk about what visibility you have at the moment into increases in the aerial fleet for fire retardants over the next couple of years. I know maybe this year isn't the right year, given that the acres burned are down so much. In a more normal year, would you say as well, I guess, are you seeing unmet demand from a materials perspective due to the lack of planes? As we get more rollout, that's gonna sort of be a positive benefit as well. I guess, is that sort of?
Would you say that's probably being captured in the 4% sort of retardant growth per acre CAGR, or how do you guys kind of think about the dynamics on that side? Thanks.
Sure. You know, we do look at air tanker capacity as one of the key drivers in the volume growth of our business. We do continue to see an increase in air tanker capacity year-over-year. You know, in terms of visibility into what that is specifically, you should probably look to what the air tanker companies are saying, because they're all pretty public in kind of their expansion plans, both the private air tanker companies, and you can see that CAL FIRE is currently working on adding seven C-130s to their fleet over the next couple of years. We see that as very positive. It does contribute to retardant per acre increases.
It also just increases the peak of what we can sell during the peak of the fire season. We see that as a key driver of the business and one of the secular growth trends.
Great. Thanks very much.
Thank you. Ladies and gentlemen, we have reached the end of the question and answer session. Now I would like to turn the conference over to Mr. Edward Goldberg, CEO, for closing comments.
Yeah, thank you all for joining our third quarter earnings call. We're looking forward to talking to you again in a few months to report fourth quarter and full year 2022 earnings.
Thank you. The conference of Perimeter Solutions has now concluded. Thank you for your participation.