Business Context and Reporting Period
This Form 8-K Current Report is filed by Perimeter Solutions, SA (the "Company") on March 20, 2024. The filing discloses a change in the Company's independent registered public accounting firm effective March 18, 2024.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance regarding the audit firm.
Material Changes
- Dismissal of Previous Auditor: The Audit Committee approved, and the Board ratified, the dismissal of BDO USA, P.C. ("BDO"), the Company's auditor since 2021, effective March 18, 2024.
- Appointment of New Auditor: KPMG, LLP ("KPMG") was appointed as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
- Audit History: BDO's audit reports for the years ended December 31, 2023, and 2022 were unqualified and did not contain adverse opinions or disclaimers.
- Disagreements: There were no disagreements between the Company and BDO regarding accounting principles, practices, or audit scope during the relevant periods.
Outlook, Risks, and Contingencies
Reportable Events: The filing notes that the only "reportable events" during the relevant periods were material weaknesses in internal controls over financial reporting for the fiscal year ended December 31, 2022. These weaknesses related to:
- Accounting for performance-based stock.
- Accounting and disclosures related to business combinations and goodwill impairment assessment.
- Business combination effects on the statement of cash flows, equity issuance costs, and transaction costs.
The Company states that all these material weaknesses were remediated as of December 31, 2023. No consultations regarding accounting principles or disagreements were conducted with KPMG prior to their appointment.
Investor Verification Checklist
- Verify the effective date of the auditor transition (March 18, 2024).
- Confirm the remediation status of the 2022 material weaknesses in internal controls as stated in the 2022 Form 10-K.
- Review the letter from BDO USA, P.C. (Exhibit 16.1) to ensure they agree with the Company's statements regarding the dismissal.
- Monitor future filings for the first audit opinion issued by KPMG for the fiscal year ending December 31, 2024.