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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 8, 2024
________________
Primo Water
Corporation
(Exact name of registrant as specified in its charter)
________________
Ontario |
001-31410 |
98-0154711 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
1150 Assembly Dr. |
33607 |
Suite 800 |
(Zip Code) |
Tampa, Florida, United States |
|
(Address of Principal Executive Offices) |
|
Registrant’s telephone number, including area code: |
(813) 544-8515 |
________________
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 |
Common shares without nominal or par value |
PRMW |
New York Stock Exchange |
|
PRMW |
Toronto Stock Exchange |
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 9, 2024, Primo Water Corporation (the “Company”) issued a press release reporting financial results for the first
quarter ended March 30, 2024. A copy of the press release is furnished herewith under the Securities Exchange Act of 1934, as amended,
as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 2.02 as if fully set forth herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company’s Annual and Special Meeting
of Shareowners (the “Meeting”) was held on Wednesday, May 8, 2024. As at the record date of March 21,
2024, 159,732,494 common shares were outstanding and entitled to notice of and to
vote at the Meeting.
Election of Directors
At the Meeting, shareowners approved the
election of Britta Bomhard, Susan E. Cates, Eric J. Foss, Jerry Fowden, Derek R. Lewis, Lori T.
Marcus, Billy D. Prim, Robbert Rietbroek, Archana Singh and Steven P. Stanbrook to serve for the ensuing year and until their respective
successors are elected.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For |
|
|
Against |
|
|
Withhold1 |
|
|
Broker non-votes |
|
Britta Bomhard |
|
134,700,562 |
|
|
|
|
- |
|
|
4,667,632 |
|
|
|
7,906,364 |
|
|
Susan E. Cates |
|
137,067,341 |
|
|
|
|
- |
|
|
2,300,853 |
|
|
|
7,906,364 |
|
|
Eric J. Foss |
|
136,076,145 |
|
|
|
|
- |
|
|
3,292,049 |
|
|
|
7,906,364 |
|
|
Jerry Fowden |
|
134,720,710 |
|
|
|
|
- |
|
|
4,647,484 |
|
|
|
7,906,364 |
|
|
Derek R. Lewis |
|
136,550,698 |
|
|
|
|
- |
|
|
2,817,496 |
|
|
|
7,906,364 |
|
|
Lori T. Marcus |
|
137,477,698 |
|
|
|
|
- |
|
|
1,890,496 |
|
|
|
7,906,364 |
|
|
Billy D. Prim |
|
136,694,229 |
|
|
|
|
- |
|
|
2,673,965 |
|
|
|
7,906,364 |
|
|
Robbert Rietbroek |
|
139,102,790 |
|
|
|
|
- |
|
|
265,404 |
|
|
|
7,906,364 |
|
|
Archana Singh |
|
136,317,284 |
|
|
|
|
- |
|
|
3,050,910 |
|
|
|
7,906,364 |
|
|
Steven P. Stanbrook |
|
136,942,597 |
|
|
|
|
- |
|
|
2,425,597 |
|
|
|
7,906,364 |
|
|
Appointment of PricewaterhouseCoopers
LLP as the Company’s Independent Registered Certified Public Accounting Firm
At the Meeting, shareowners approved the
appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered certified public accounting firm for
its 2024 fiscal year.
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain2 |
|
Broker non-votes |
140,085,765 |
|
7,087,647 |
|
101,146 |
|
- |
Advisory Vote on Executive Compensation
At the Meeting, shareowners approved, on
an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation
S-K, including Compensation Discussion and Analysis, compensation tables and narrative discussion.
1
“Withheld” votes are counted as votes cast on the election of directors.
2
“Abstentions” and “broker non-votes” are not counted as votes cast for or against a proposal, other than in respect
of the approval of Amendment No. 4 to Primo Water’s 2018 Equity Incentive Plan, in which case abstentions are counted as votes against
the proposal.
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker non-votes |
132,654,169 |
|
6,000,336 |
|
713,689 |
|
7,906,364 |
Approval of Shareholder Rights Plan
At the Meeting, shareowners approved the
Company’s Shareholder Rights Plan.
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
|
Broker non-votes |
128,451,863 |
|
10,804,863 |
|
111,468 |
|
|
7,906,364 |
Approval of Amendment
No. 4 to Primo Water’s 2018 Equity Incentive Plan
At the Meeting, shareowners approved Amendment
No. 4 to Primo Water’s 2018 Equity Incentive Plan.
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker non-votes |
131,560,360 |
|
7,694,710 |
|
113,124 |
|
7,906,364 |
On May 9,
2024, the Company announced that the Board of Directors declared a dividend of US$0.09 per common share, payable in cash on June 18, 2024
to shareowners of record at the close of business on June 7, 2024.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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.
|
Primo Water Corporation |
May 9, 2024 |
|
|
|
By: |
/s/ Marni Morgan Poe |
|
|
Marni Morgan Poe |
|
|
Chief Legal Officer and Secretary |
Exhibit 99.1
CONTACT:
Jon Kathol
Vice President, Investor Relations
Tel:813-544-8515
investorrelations@primowater.com
Primo Water Announces First
Quarter 2024 Results And Declares Quarterly Dividend
| • | Results exceeded high end of Q1 Revenue
and Adjusted EBITDA guidance |
| • | Revenue of $452 million, increased
9.6%, including 8.3% organic growth |
| • | Gross margin of 64.4%, increased 160 bps, and net income
increased to $19 million |
| • | Adjusted EBITDA of $94 million, increased 24.2%, and
Adjusted EBITDA margin of 20.8%, increased 250 bps |
| • | Increases full-year 2024 Revenue and Adjusted EBITDA
outlook |
| • | Increases full-year 2024 Adjusted Free Cash Flow outlook
to between $175 million and $185 million, an increase of $5 million |
TAMPA, FL – May 9, 2024 – Primo
Water Corporation (NYSE: PRMW; TSX: PRMW) (the “Company” or “Primo Water”), a leading provider of sustainable
drinking water solutions in North America, today announced its results for the first quarter ended March 30, 2024.
“This quarter we exceeded the high end
of our guidance for revenue and Adjusted EBITDA. Our balanced and broad-based channel performance in the first quarter enables us to raise
our revenue, Adjusted EBITDA and Adjusted free cash flow outlook for the 2024 fiscal year,” said Robbert Rietbroek, Chief Executive
Officer.
"Volume performance continues to exceed expectations and underscores
the efforts of our associates to deliver our high-quality water solutions in the large and growing water category. Our focus on delivering
exceptional customer service, being the water solutions partner of choice, and operational excellence is driving growth and delivering
value creation,” continued Mr. Rietbroek.
(Unless stated otherwise, all first quarter 2024
comparisons are relative to the first quarter of 2023; all information is in U.S. dollars. Non-GAAP reconciliations presented on the exhibits
to this press release)
FIRST
QUARTER HIGHLIGHTS - CONTINUING OPERATIONS
| • | Revenue increased 9.6% to $452
million compared to $413 million driven by revenue growth consisting of 5.1% volume and 4.5% pricing. Organic growth was 8.3% for the
quarter. Revenue growth by channel includes 9% in Water Direct / Water Exchange, 11% in Water Refill / Water Filtration and 57% in Other
Water, which is primarily Mountain Valley Spring water sold at retail. |
| • | Gross profit increased 12%
to $291 million compared to $259 million. Gross margin increased 160 bps to 64.4% compared to 62.8%, driven by pricing initiatives,
increased volume and operating efficiencies. |
| • | SG&A expenses increased
6% to $249 million compared to $235 million. The increase was driven by higher selling and operating costs including delivery
commissions that supported volume and revenue growth. |
| • | Reported net income and net
income per diluted share were $19 million and $0.12, respectively, compared to reported net income and net income per diluted share of
$3 million and $0.02, respectively. Adjusted net income and adjusted net income per diluted share were $31 million and $0.19, respectively,
compared to $11 million and $0.07, respectively. |
| • | Adjusted EBITDA increased 24%
to $94 million compared to $76 million, driven primarily by pricing initiatives, customer demand and effective expense management. Adjusted
EBITDA margin was 20.8%, compared to 18.3%. |
| • | Net cash provided by operating
activities of $63 million, less $39 million of capital expenditures and additions to intangible assets, resulted in $24 million of free
cash flow, or $28 million of adjusted free cash flow (adjusting for the items set forth on Exhibit 6), compared to adjusted free cash
flow of $(11.0) million in the prior year. |
| |
For the Three Months Ended |
(USD $M unless otherwise noted) | |
March 30, 2024 | |
April 1, 2023 | |
Y/Y Change |
Revenue, net | |
$ | 452.0 | | |
$ | 412.5 | | |
| 9.6 | % |
Net income from continuing operations | |
$ | 18.7 | | |
$ | 3.2 | | |
$ | 15.5 | |
Net income from continuing operations per diluted share | |
$ | 0.12 | | |
$ | 0.02 | | |
$ | 0.10 | |
Adjusted net income from continuing operations | |
$ | 30.5 | | |
$ | 11.2 | | |
$ | 19.3 | |
Adjusted net income from continuing operations per diluted share | |
$ | 0.19 | | |
$ | 0.07 | | |
$ | 0.12 | |
Adjusted EBITDA | |
$ | 93.9 | | |
$ | 75.6 | | |
| 24.2 | % |
Adjusted EBITDA margin % | |
| 20.8 | % | |
| 18.3 | % | |
| 250 bps | |
OUTLOOK
| • | The Company is increasing its
full year 2024 revenue target to between $1.855 billion and $1.885 billion and its full year 2024 Adjusted EBITDA target to between $410
million and $430 million. Full-year 2024 Adjusted Free Cash Flow from continuing operations is forecasted to be between $175 million and
$185 million, an increase of $5 million. |
| • | Primo Water is targeting the
following results from continuing operations for the second quarter and full year 2024: |
|
Q2 2024 Range |
FY 2024 Range |
($ in millions) |
Low |
High |
Low |
High |
Revenue |
$472 |
$482 |
$1,855 |
$1,885 |
Adjusted EBITDA |
$103 |
$111 |
$410 |
$430 |
Cash Taxes |
|
|
$30 |
$40 |
Cash Interest, Net |
|
|
$30 |
$50 |
Cap-Ex |
|
|
~ 7% of Revenue + $22.5M Strategic Investment |
Adj. Free Cash Flow |
|
|
$175 |
$185 |
FIRST QUARTER 2024
RESULTS CONFERENCE CALL
Primo Water will host a conference call, to
be simultaneously webcast, on Thursday, May 9, 2024, at 10:00 a.m. Eastern Time. A question-and-answer
session will follow management's presentation. To participate, please call the following numbers:
North America: (888) 664-6392
International: (416) 764-8659
Conference ID: 37820861
This is a live, listen-only dial-in telephone
line.
A slide presentation and live
audio webcast will be available through Primo Water’s website at https://www.primowatercorp.com.
The earnings conference call will be recorded and archived for playback on the investor relations section of the website for a period
of two weeks following the event.
FIRST
QUARTER PERFORMANCE - CONTINUING OPERATIONS
Revenue growth by channel is tabulated below:
| |
For the Three Months Ended |
(in millions of U.S. dollars) | |
March 30, 2024 | |
April 1, 2023 | |
$ Change | |
% Change |
Revenue, net | |
| | | |
| | | |
| | | |
| | |
Water Direct/Water Exchange | |
$ | 339.4 | | |
$ | 312.4 | | |
$ | 27.0 | | |
| 8.6 | % |
Water Refill/Water Filtration | |
| 58.0 | | |
| 52.2 | | |
$ | 5.8 | | |
| 11.1 | % |
Other Water | |
| 17.7 | | |
| 11.3 | | |
$ | 6.4 | | |
| 56.6 | % |
Water Dispensers | |
| 16.8 | | |
| 12.7 | | |
$ | 4.1 | | |
| 32.3 | % |
Other | |
| 20.1 | | |
| 23.9 | | |
$ | (3.8 | ) | |
| (15.9 | )% |
Revenue, net as reported | |
$ | 452.0 | | |
$ | 412.5 | | |
$ | 39.5 | | |
| 9.6 | % |
QUARTERLY
DIVIDEND
Primo Water announced that its Board of Directors
declared a dividend of US$0.09 per share on common shares, payable in cash on June 18, 2024 to shareowners of record at the close
of business on June 7, 2024.
SHARE
REPURCHASE PROGRAM
During the first quarter, Primo Water repurchased shares for approximately
$9 million under its share repurchase program. Under the program, the Company’s common shares may be repurchased periodically in
open market or privately negotiated transactions.
The actual timing, manner, number, and value of shares repurchased
under the program will be determined by management at its discretion and will depend on a number of factors, including the market price
of Primo Water’s common shares, general market and economic conditions, applicable law and other requirements, and other business
considerations, provided however that the price per common share will not exceed the market price as at the date of acquisition (plus
reasonable brokerage fees and commissions) in accordance with applicable securities laws and exchange rules.
ABOUT PRIMO
WATER CORPORATION
Primo Water is a leading North America-focused
pure-play water solutions provider that operates largely under a recurring revenue model in the large format water category (defined as
3 gallons or greater). This business strategy is commonly referred to as “razor-razorblade” because the initial sale of a
product creates a base of users who frequently purchase complementary consumable products. The razor in Primo Water‘s revenue model
is its industry leading line-up of innovative water dispensers, which are sold through approximately 11,200 retail locations and online
at various price points. The dispensers help increase household and business penetration which drives recurring purchases of Primo Water‘s
razorblade offering or water solutions. Primo Water‘s razorblade offering is comprised of Water Direct, Water Exchange, and Water
Refill. Through its Water Direct business, Primo Water delivers sustainable hydration solutions direct to customers, whether at home or
to businesses. Through its Water Exchange business, customers visit retail locations and purchase a pre-filled bottle of water. Once consumed,
empty bottles are exchanged at our recycling center displays, which provide a ticket that offers a discount toward the purchase of a new
bottle. Water Exchange is available in approximately 17,500 retail locations. Through its Water Refill business, customers refill empty
bottles at approximately 23,500 self-service refill drinking water stations. Primo Water also offers water filtration units across North
America.
Primo Water‘s water solutions expand consumer
access to purified, spring, and mineral water to promote a healthier, more sustainable lifestyle while simultaneously reducing plastic
waste and pollution. Primo Water is committed to its water stewardship standards and is proud to partner with the International Bottled
Water Association (IBWA) in North America which ensures strict adherence to safety, quality, sanitation and regulatory standards for the
benefit of consumer protection.
Primo Water is headquartered in Tampa, Florida (USA). For more information,
visit www.primowatercorp.com.
Non-GAAP Measures
To supplement its reporting of financial measures
determined in accordance with U.S. GAAP (Generally Accepted Accounting Principles), Primo Water utilizes certain non-GAAP financial measures.
Primo Water utilizes organic revenue growth (which excludes the impact of acquisitions). Primo Water also utilizes Adjusted net income
(loss), Adjusted net income (loss) per diluted share, Adjusted EBITDA and Adjusted EBITDA margin to separate the impact of certain items
from the underlying business. Because Primo Water uses these adjusted financial results in the management of its business, management
believes this supplemental information is useful to investors for their independent evaluation and understanding of Primo Water’s
underlying business performance and the performance of its management. Additionally, Primo Water supplements its reporting of net cash
provided by (used in) operating activities from continuing operations determined in accordance with GAAP by excluding additions to property,
plant and equipment and additions to intangible assets to present free cash flow, and by excluding the items identified on the exhibits
hereto to present adjusted free cash flow, which management believes provides useful information to investors in assessing our performance,
comparing Primo Water’s performance to the performance of the Company’s peer group and assessing the Company’s ability
to service debt and finance strategic opportunities, which include investing in Primo Water’s business, making strategic acquisitions,
paying dividends, and strengthening the balance sheet. With respect to the Company’s expectations of its future performance, the
Company’s reconciliations of Q2 2024 and full-year 2024 Adjusted EBITDA and 2024 adjusted free cash flow guidance are not available,
as the Company is unable to quantify certain amounts to the degree of precision that would be required in the relevant GAAP measures without
unreasonable effort. These items include restructuring costs and restructuring-related impairment charges, acquisition/divestiture related
costs, gains or losses on the sale of businesses or other assets, and the income tax effects of these items and/or other income tax-related
events. These items depend on highly variable factors and any such reconciliations would imply a degree of precision that would be confusing
or misleading to investors. Primo Water expects the variability of these factors to have a significant, and potentially unpredictable,
impact on the Company’s future GAAP financial results. The non-GAAP financial measures described above are in addition to, and not
meant to be considered superior to, or a substitute for, Primo Water’s financial statements prepared in accordance with GAAP. In
addition, the non-GAAP financial measures included in this earnings announcement reflect management's judgment of particular items, and
may be different from, and therefore may not be comparable to, similarly titled measures reported by other companies.
Safe Harbor Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 conveying
management’s expectations as to the future based on plans, estimates and projections at the time Primo Water makes the statements.
Forward-looking statements involve inherent risks and uncertainties and Primo Water cautions you that several important factors could
cause actual results to differ materially from those contained in any such forward-looking statement. You can identify forward-looking
statements by words such as "may," "will," "would," "should," "could," "expect,"
"aim," "anticipate," "believe," "estimate," "intend," "plan," "predict,"
"project," "seek," "potential," "opportunities," and other similar expressions and the negatives
of such expressions. However, not all forward-looking statements contain these words. The forward-looking statements contained in this
press release include, but are not limited to, statements regarding future financial and operating trends and results (including Primo
Water’s outlook on Q2 and full-year 2024 revenue, Adjusted EBITDA and Adjusted Free Cash Flow), and related matters. The forward-looking
statements are based on assumptions regarding management’s current plans and estimates. Management believes these assumptions to
be reasonable, but there is no assurance that they will prove to be accurate.
Factors that could cause actual results to differ
materially from those described in this press release include, among others: financial condition and results of operations; Primo Water’s
ability to compete successfully in the markets in which it operates; Primo Water’s ability to manage supply chain disruptions and
cost increases related to inflation; fluctuations in commodity prices and Primo Water’s ability to pass on increased costs to its
customers or hedge against such rising costs, and the impact of those increased prices on its volumes; Primo Water’s ability to
maintain favorable arrangements and relationships with its suppliers; Primo Water’s ability to manage its operations successfully;
currency fluctuations that adversely affect the exchange between currencies including the U.S. dollar and the Canadian dollar; the impact
on Primo Water’s financial results from uncertainty in the financial markets and other adverse changes in general economic conditions,
including inflation and interest rates; any disruption to production at Primo Water’s manufacturing facilities; Primo Water’s
ability to maintain access to its water sources; the impact of climate change on Primo Water’s business; Primo Water’s ability
to protect its intellectual property; the seasonal nature of Primo Water’s business and the effect of adverse weather conditions;
the impact of national, regional and global events, including those of a political, economic, business and competitive nature, such as
the Russia/Ukraine war or the Israel/Hamas war; the impact of a pandemic, such as COVID-19, related government actions and Primo Water’s
strategy in response thereto on our business; Primo Water’s ability to fully realize the potential benefit of transactions or other
strategic opportunities that it pursues; Primo Water’s ability to realize cost synergies of its acquisitions due to integration
difficulties and other challenges; Primo Water’s exposure to intangible asset risk; Primo Water’s ability to meet its obligations
under its debt agreements, and risks of further increases to its indebtedness; Primo Water’s ability to maintain compliance with
the covenants and conditions under its debt agreements; fluctuations in interest rates, which could increase Primo Water’s borrowing
costs; Primo Water’s ability to recruit, retain and integrate new management; the impact of increased labor costs on Primo Water’s
business; Primo Water’s ability to renew its collective bargaining agreements from time to time on satisfactory terms; disruptions
in Primo Water’s information systems; Primo Water’s ability to securely maintain its customers’ confidential or credit
card information, or other private data relating to Primo Water’s employees or the Company; compliance with product health and safety
standards; liability for injury or illness caused by the consumption of contaminated products; liability and damage to Primo Water’s
reputation as a result of litigation or legal proceedings; changes in the legal and regulatory environment in which Primo Water operates;
Primo Water’s ability to adequately address the challenges and risks associated with its operations and address difficulties in
complying with laws and regulations including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010; the impact on Primo
Water’s tax obligations and effective tax rate arising from changes in local tax laws or countries adopting more aggressive interpretations
of tax laws; Primo Water’s ability to maintain its quarterly dividend; or credit rating changes.
The foregoing list of factors is not exhaustive.
Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Readers are
urged to carefully review and consider the various disclosures, including but not limited to risk factors contained in Primo Water’s
Annual Report on Form 10-K and its quarterly reports on Form 10-Q, as well as other filings with the securities commissions. Primo Water
does not undertake to update or revise any of these statements considering new information or future events, except as expressly required
by applicable law.
Website: www.primowatercorp.com
PRIMO WATER CORPORATION | |
| |
EXHIBIT 1 |
CONSOLIDATED STATEMENTS OF OPERATIONS | |
| |
|
(in millions of U.S. dollars, except share and per share amounts) | |
| |
|
Unaudited | |
| |
|
| |
| |
|
| |
| |
|
| |
For the Three Months Ended |
| |
March 30, 2024 | |
April 1, 2023 |
Revenue, net | |
$ | 452.0 | | |
$ | 412.5 | |
Cost of sales | |
| 160.7 | | |
| 153.5 | |
Gross profit | |
| 291.3 | | |
| 259.0 | |
Selling, general and administrative expenses | |
| 249.4 | | |
| 234.6 | |
Loss on disposal of property, plant and equipment, net | |
| 1.5 | | |
| 1.3 | |
Acquisition and integration expenses | |
| 5.3 | | |
| 1.7 | |
Gain on sale of property | |
| (0.5 | ) | |
| — | |
Operating income | |
| 35.6 | | |
| 21.4 | |
Other income, net | |
| (2.6 | ) | |
| (0.3 | ) |
Interest expense, net | |
| 10.0 | | |
| 18.2 | |
Income from continuing operations before income taxes | |
| 28.2 | | |
| 3.5 | |
Income tax expense | |
| 9.5 | | |
| 0.3 | |
Net income from continuing operations | |
$ | 18.7 | | |
$ | 3.2 | |
Net income from discontinued operations, net of income taxes | |
| 6.3 | | |
| 2.6 | |
Net income | |
$ | 25.0 | | |
$ | 5.8 | |
| |
| | | |
| | |
Net income per common share | |
| | | |
| | |
Basic: | |
| | | |
| | |
Continuing operations | |
$ | 0.12 | | |
$ | 0.02 | |
Discontinued operations | |
$ | 0.04 | | |
$ | 0.02 | |
Net income | |
$ | 0.16 | | |
$ | 0.04 | |
Diluted: | |
| | | |
| | |
Continuing operations | |
$ | 0.12 | | |
$ | 0.02 | |
Discontinued operations | |
$ | 0.04 | | |
$ | 0.02 | |
Net income | |
$ | 0.16 | | |
$ | 0.04 | |
| |
| | | |
| | |
Weighted-average common shares outstanding (in thousands) | |
| | | |
| | |
Basic | |
| 159,573 | | |
| 159,726 | |
Diluted | |
| 160,449 | | |
| 160,781 | |
PRIMO WATER CORPORATION | |
| |
EXHIBIT 2 |
CONSOLIDATED BALANCE SHEETS | |
| |
|
(in millions of U.S. dollars, except share amounts) | |
| |
|
Unaudited | |
| |
|
| |
| |
|
| |
March 30, 2024 | |
December 30, 2023 |
ASSETS | |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 498.3 | | |
$ | 507.9 | |
Accounts receivable, net of allowance of $13.1 ($12.7 as of December 30, 2023) | |
| 161.3 | | |
| 156.0 | |
Inventories | |
| 46.3 | | |
| 47.3 | |
Prepaid expenses and other current assets | |
| 26.3 | | |
| 26.0 | |
Current assets of discontinued operations | |
| 125.9 | | |
| 128.7 | |
Total current assets | |
| 858.1 | | |
| 865.9 | |
Property, plant and equipment, net | |
| 546.5 | | |
| 556.5 | |
Operating lease right-of-use-assets | |
| 139.2 | | |
| 136.0 | |
Goodwill | |
| 1,004.7 | | |
| 1,004.6 | |
Intangible assets, net | |
| 709.1 | | |
| 714.2 | |
Other long-term assets, net | |
| 16.9 | | |
| 20.2 | |
Long-term assets of discontinued operations | |
| 225.2 | | |
| 225.6 | |
Total assets | |
$ | 3,499.7 | | |
$ | 3,523.0 | |
LIABILITIES AND EQUITY | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Current maturities of long-term debt | |
$ | 14.3 | | |
$ | 14.2 | |
Accounts payable and accrued liabilities | |
| 260.5 | | |
| 276.4 | |
Current operating lease obligations | |
| 25.1 | | |
| 25.6 | |
Current liabilities of discontinued operations | |
| 102.1 | | |
| 109.9 | |
Total current liabilities | |
| 402.0 | | |
| 426.1 | |
Long-term debt | |
| 1,255.0 | | |
| 1,270.8 | |
Operating lease obligations | |
| 126.5 | | |
| 124.0 | |
Deferred tax liabilities | |
| 145.7 | | |
| 144.2 | |
Other long-term liabilities | |
| 75.8 | | |
| 64.4 | |
Long-term liabilities of discontinued operations | |
| 51.0 | | |
| 52.2 | |
Total liabilities | |
| 2,056.0 | | |
| 2,081.7 | |
Equity | |
| | | |
| | |
Common shares, no par value - 159,707,056 (December 30, 2023 - 159,480,638) shares issued | |
| 1,296.4 | | |
| 1,288.6 | |
Additional paid-in capital | |
| 85.4 | | |
| 90.6 | |
Retained earnings | |
| 173.2 | | |
| 167.2 | |
Accumulated other comprehensive loss | |
| (111.3 | ) | |
| (105.1 | ) |
Total Primo Water Corporation equity | |
| 1,443.7 | | |
| 1,441.3 | |
Total liabilities and equity | |
$ | 3,499.7 | | |
$ | 3,523.0 | |
PRIMO WATER CORPORATION | |
| |
EXHIBIT 3 |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |
| |
|
(in millions of U.S. dollars) | |
| |
|
Unaudited | |
| |
|
| |
For the Three Months Ended |
| |
March 30, 2024 | |
April 1, 2023 |
| |
| |
|
Cash flows from operating activities of continuing operations: | |
| | | |
| | |
Net income | |
$ | 25.0 | | |
$ | 5.8 | |
Net income from discontinued operations, net of income taxes | |
| 6.3 | | |
| 2.6 | |
Net income from continuing operations | |
| 18.7 | | |
| 3.2 | |
Adjustments to reconcile net income from continuing operations to cash flows from operating activities of continuing operations: | |
| | | |
| | |
Depreciation and amortization | |
| 48.2 | | |
| 47.1 | |
Amortization of financing fees | |
| 0.8 | | |
| 0.8 | |
Share-based compensation expense | |
| 3.0 | | |
| 2.0 | |
Provision for deferred income taxes | |
| 1.9 | | |
| 1.1 | |
Loss on disposal of property, plant and equipment, net | |
| 1.5 | | |
| 1.3 | |
Gain on sale of property | |
| (0.5 | ) | |
| — | |
Other non-cash items | |
| (4.6 | ) | |
| (2.0 | ) |
Change in operating assets and liabilities, net of acquisitions: | |
| | | |
| | |
Accounts receivable | |
| (6.0 | ) | |
| 3.8 | |
Inventories | |
| 1.2 | | |
| 2.1 | |
Prepaid expenses and other current assets | |
| (3.4 | ) | |
| (2.3 | ) |
Other assets | |
| (0.5 | ) | |
| (0.1 | ) |
Accounts payable and accrued liabilities and other liabilities | |
| 3.1 | | |
| (26.7 | ) |
Net cash provided by operating activities of continuing operations | |
| 63.4 | | |
| 30.3 | |
Cash flows from investing activities of continuing operations: | |
| | | |
| | |
Acquisitions, net of cash received | |
| (4.1 | ) | |
| (7.4 | ) |
Additions to property, plant and equipment | |
| (37.6 | ) | |
| (42.2 | ) |
Additions to intangible assets | |
| (2.3 | ) | |
| (2.0 | ) |
Proceeds from sale of property, plant and equipment | |
| 0.1 | | |
| 0.1 | |
Proceeds from sale of property | |
| 1.0 | | |
| — | |
Other investing activities | |
| 2.7 | | |
| 0.8 | |
Net cash used in investing activities of continuing operations | |
| (40.2 | ) | |
| (50.7 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
| |
| | | |
| | |
Cash flows from financing activities of continuing operations: | |
| | | |
| | |
Payments of long-term debt | |
| (2.8 | ) | |
| (3.2 | ) |
Proceeds from short-term borrowings | |
| — | | |
| 61.0 | |
Payments on short-term borrowings | |
| — | | |
| (33.2 | ) |
Issuance of common shares | |
| 6.2 | | |
| 4.3 | |
Common shares repurchased and canceled | |
| (11.1 | ) | |
| (19.3 | ) |
Dividends paid to common shareholders |
(14.8) |
|
(12.8) |
Payment of contingent consideration for acquisitions |
(0.7) |
|
(0.8) |
Other financing activities |
— |
|
(2.5) |
Net cash used in financing activities of continuing operations |
(23.2) |
|
(6.5) |
Cash flows from discontinued operations: |
|
|
|
Net cash provided by operating activities from discontinued operations |
0.8 |
|
4.0 |
Net cash used in investing activities from discontinued operations |
(5.6) |
|
(10.8) |
Net cash provided by financing activities from discontinued operations |
0.1 |
|
6.8 |
Net cash (used in) provided by discontinued operations |
(4.7) |
|
— |
Effect of exchange rate changes on cash |
(0.5) |
|
0.8 |
Net decrease in cash, cash equivalents and restricted cash |
(5.2) |
|
(26.1) |
Cash and cash equivalents and restricted cash, beginning of period |
530.5 |
|
122.6 |
Cash and cash equivalents and restricted cash, end of period |
$ 525.3 |
|
$ 96.5 |
Cash and cash equivalents and restricted cash from discontinued operations, end of period |
27.0 |
|
40.4 |
Cash and cash equivalents and restricted cash of continuing operations, end of period |
$ 498.3 |
|
$ 56.1 |
PRIMO WATER CORPORATION | |
| |
| |
EXHIBIT 4 |
SEGMENT INFORMATION | |
| |
| |
|
(in millions of U.S. dollars, except percentage amounts) | |
| |
|
Unaudited | |
| |
| |
|
| |
For the Three Months Ended March 30, 2024 |
| |
North America | |
Other | |
Total |
Revenue, net | |
| | | |
| | | |
| | |
Water Direct/Water Exchange | |
$ | 339.4 | | |
$ | — | | |
$ | 339.4 | |
Water Refill/Water Filtration | |
| 58.0 | | |
| — | | |
| 58.0 | |
Other Water | |
| 17.7 | | |
| — | | |
| 17.7 | |
Water Dispensers | |
| 16.8 | | |
| — | | |
| 16.8 | |
Other | |
| 19.7 | | |
| 0.4 | | |
| 20.1 | |
Total | |
$ | 451.6 | | |
$ | 0.4 | | |
$ | 452.0 | |
| |
| | | |
| | | |
| | |
Gross profit | |
$ | 291.1 | | |
$ | 0.2 | | |
$ | 291.3 | |
Gross Margin % | |
| 64.5 | % | |
| 50.0 | % | |
| 64.4 | % |
Selling, general and administrative expenses | |
$ | 238.1 | | |
$ | 11.3 | | |
$ | 249.4 | |
SG&A % of Revenue1 | |
| 52.7 | % | |
| NM | | |
| 55.2 | % |
Operating income (loss) | |
$ | 51.4 | | |
$ | (15.8 | ) | |
$ | 35.6 | |
Depreciation and amortization | |
$ | 47.8 | | |
$ | 0.4 | | |
$ | 48.2 | |
| |
| | | |
| | | |
| | |
| |
For the Three Months Ended April 1, 2023 |
| |
| North America | | |
| Other | | |
| Total | |
Revenue, net | |
| | | |
| | | |
| | |
Water Direct/Water Exchange | |
$ | 312.4 | | |
$ | — | | |
$ | 312.4 | |
Water Refill/Water Filtration | |
| 52.2 | | |
| — | | |
| 52.2 | |
Other Water | |
| 11.3 | | |
| — | | |
| 11.3 | |
Water Dispensers | |
| 12.7 | | |
| — | | |
| 12.7 | |
Other | |
| 23.7 | | |
| 0.2 | | |
| 23.9 | |
Total | |
$ | 412.3 | | |
$ | 0.2 | | |
$ | 412.5 | |
| |
| | | |
| | | |
| | |
Gross profit | |
$ | 258.8 | | |
$ | 0.2 | | |
$ | 259.0 | |
Gross margin % | |
| 62.8 | % | |
| 100.0 | % | |
| 62.8 | % |
Selling, general and administrative expenses | |
$ | 221.1 | | |
$ | 13.5 | | |
$ | 234.6 | |
SG&A % of revenue1 | |
| 53.6 | % | |
| NM | | |
| 56.9 | % |
Operating income (loss) | |
$ | 34.7 | | |
$ | (13.3 | ) | |
$ | 21.4 | |
Depreciation and amortization | |
$ | 46.8 | | |
$ | 0.3 | | |
$ | 47.1 | |
| |
| | | |
| | | |
| | |
1 "NM" defined as not meaningful | |
| | | |
| | | |
| | |
PRIMO WATER CORPORATION | |
| |
EXHIBIT 5 |
SUPPLEMENTARY INFORMATION - NON-GAAP - EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION & AMORTIZATION | |
| |
|
(EBITDA) | |
| |
|
(in millions of U.S. dollars, except percentage amounts) | |
| |
|
Unaudited | |
| |
|
| |
| |
|
| |
For the Three Months Ended |
| |
March 30, 2024 | |
April 1, 2023 |
| |
| |
|
Net income from continuing operations | |
$ | 18.7 | | |
$ | 3.2 | |
Interest expense, net | |
| 10.0 | | |
| 18.2 | |
Income tax expense | |
| 9.5 | | |
| 0.3 | |
Depreciation and amortization | |
| 48.2 | | |
| 47.1 | |
EBITDA | |
$ | 86.4 | | |
$ | 68.8 | |
| |
| | | |
| | |
Acquisition and integration costs (a) | |
| 5.3 | | |
| 1.7 | |
Share-based compensation costs (b) | |
| 3.0 | | |
| 2.0 | |
Foreign exchange and other gains, net (c) | |
| (1.9 | ) | |
| (0.2 | ) |
Loss on disposal of property, plant and equipment, net (d) | |
| 1.5 | | |
| 1.3 | |
Gain on sale of property (e) | |
| (0.5 | ) | |
| — | |
Other adjustments, net (f) | |
| 0.1 | | |
| 2.0 | |
Adjusted EBITDA | |
$ | 93.9 | | |
$ | 75.6 | |
| |
| | | |
| | |
Revenue, net | |
$ | 452.0 | | |
$ | 412.5 | |
Adjusted EBITDA margin % | |
| 20.8 | % | |
| 18.3 | % |
| |
| |
For the Three Months Ended |
| |
Location in Consolidated Statements of Operations | |
March 30, 2024 | |
April 1, 2023 |
| |
| |
(Unaudited) |
(a) Acquisition and integration costs | |
Acquisition and integration expenses | |
$ | 5.3 | | |
$ | 1.7 | |
(b) Share-based compensation costs | |
Selling, general and administrative expenses | |
| 3.0 | | |
| 2.0 | |
(c) Foreign exchange and other gains, net | |
Other income, net | |
| (1.9 | ) | |
| (0.2 | ) |
(d) Loss on disposal of property, plant and equipment, net | |
Loss on disposal of property, plant and equipment, net | |
| 1.5 | | |
| 1.3 | |
(e) Gain on sale of property | |
Gain on sale of property | |
| (0.5 | ) | |
| — | |
(f) Other adjustments, net | |
Other income, net | |
| (0.7 | ) | |
| (0.2 | ) |
| |
Selling, general and administrative expenses | |
| 0.8 | | |
| 2.2 | |
PRIMO WATER CORPORATION | |
| |
EXHIBIT 6 |
SUPPLEMENTARY INFORMATION - NON-GAAP - FREE CASH FLOW AND ADJUSTED FREE CASH FLOW |
(in millions of U.S. dollars) | |
| |
|
Unaudited | |
| |
|
| |
| |
|
| |
For the Three Months Ended |
| |
March 30, 2024 | |
April 1, 2023 |
| |
| |
|
Net cash provided by operating activities of continuing operations | |
$ | 63.4 | | |
$ | 30.3 | |
Less: Additions to property, plant, and equipment | |
| (37.6 | ) | |
| (42.2 | ) |
Less: Additions to intangible assets | |
| (2.3 | ) | |
| (2.0 | ) |
Free Cash Flow | |
$ | 23.5 | | |
$ | (13.9 | ) |
| |
| | | |
| | |
Acquisition and integration cash costs | |
| 2.4 | | |
| 2.5 | |
Cash costs related to additions to property, plant and equipment for integration of acquired entities | |
| 0.4 | | |
| — | |
Tariffs refunds related to property, plant, and equipment | |
| 2.1 | | |
| 0.4 | |
Adjusted Free Cash Flow | |
$ | 28.4 | | |
$ | (11.0 | ) |
PRIMO WATER CORPORATION | |
| |
EXHIBIT 7 |
SUPPLEMENTARY INFORMATION-NON-GAAP-ADJUSTED NET INCOME AND ADJUSTED EPS |
|
(in millions of U.S. dollars, except share amounts) | |
| |
|
Unaudited | |
| |
|
| |
For the Three Months Ended |
| |
March 30, 2024 | |
April 1, 2023 |
Net income from continuing operations | |
$ | 18.7 | | |
$ | 3.2 | |
| |
| | | |
| | |
Adjustments: | |
| | | |
| | |
Amortization expense of customer lists | |
| 7.1 | | |
| 7.3 | |
Acquisition and integration costs | |
| 5.3 | | |
| 1.7 | |
Share-based compensation costs | |
| 3.0 | | |
| 2.0 | |
Foreign exchange and other (gains), net | |
| (1.9 | ) | |
| (0.2 | ) |
Gain on sale of property | |
| (0.5 | ) | |
| — | |
Other adjustments, net | |
| 0.1 | | |
| 2.0 | |
Tax impact of adjustments (a) | |
| (1.3 | ) | |
| (4.8 | ) |
Adjusted net income | |
$ | 30.5 | | |
$ | 11.2 | |
| |
| | | |
| | |
Earnings Per Share (as reported) | |
| | | |
| | |
Net income from continuing operations | |
$ | 18.7 | | |
$ | 3.2 | |
| |
| | | |
| | |
Basic EPS | |
$ | 0.12 | | |
$ | 0.02 | |
Diluted EPS | |
$ | 0.12 | | |
$ | 0.02 | |
| |
| | | |
| | |
Weighted average common shares outstanding (in thousands) | |
| | | |
| | |
Basic | |
| 159,573 | | |
| 159,726 | |
Diluted | |
| 160,449 | | |
| 160,781 | |
| |
| | | |
| | |
Adjusted Earnings Per Share (Non-GAAP) | |
| | | |
| | |
Adjusted net income from continuing operations (Non-GAAP) | |
$ | 30.5 | | |
$ | 11.2 | |
Adjusted diluted EPS (Non-GAAP) | |
$ | 0.19 | | |
$ | 0.07 | |
| |
| | | |
| | |
Weighted average common shares outstanding (in thousands) | |
| | | |
| | |
Basic | |
| 159,573 | | |
| 159,726 | |
Diluted weighted average common shares outstanding (in thousands) (Non-GAAP) (b) | |
| 160,449 | | |
| 160,781 | |
| |
| | | |
| | |
(a) The tax effect for adjusted net income is based upon an analysis of the statutory tax treatment and the applicable tax rate for the jurisdiction in which the pre-tax adjusting items incurred and for which realization of the resulting tax benefit (if any) is expected. A reduced or 0% tax rate is applied to jurisdictions where we do not expect to realize a tax benefit due to a history of operating losses or other factors resulting in a valuation allowance related to deferred tax assets. |
(b) For the periods presented, the non-GAAP diluted weighted average common shares outstanding equaled the reported diluted weighted average common shares outstanding.
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