PRMW Primo Water Corporation

 

 

 

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): November 7, 2024 ________________
Primo Water Corporation (Exact name of registrant as specified in its charter) ________________
Ontario (State or other jurisdiction of incorporation)	001-31410 (Commission File Number)			98-0154711 (IRS Employer Identification No.)
1150 Assembly Dr. Suite 800 Tampa, Florida, United States (Address of Principal Executive Offices)				33607 (Zip Code)
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 November 7, 2024, Primo Water Corporation (the “Company”) issued a press release reporting financial results for the third quarter ended September 28, 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 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.	Description
99.1	Press Release of Primo Water Corporation, dated November 7, 2024 (furnished herewith).
104	Cover Page Interactive Data (embedded within the Inline XBRL document).

 

 

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
	(Registrant)
Dated: November 7, 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 Reports Third Quarter 2024 Results and

Expects to Close Transaction with BlueTriton Brands on November 8, 2024

 

 

•

Revenue of $511 million, increased 8.8%, including 7.4% contribution from organic growth

•

Gross margin of 64.7%, increased 20 bps, and net income increased to $38 million

•

Adjusted EBITDA of $125 million, increased 11.4%, and Adjusted EBITDA margin of 24.4%, increased 60 bps

•

Expected to begin trading on November 11th as Primo Brands (NYSE:PRMB)

 

 

TAMPA, FL – November 7, 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 third quarter ended September 28, 2024.

 

“Once again, we had a fantastic quarter, exceeding revenue and volume expectations across our core water channels. Revenue growth was driven by both volume and pricing, leading to earnings growth and margin expansion across our business. Our focus on the 'must-wins' of delivering exceptional customer service, being the water solutions partner of choice, and providing operational excellence continues to drive growth and creates value for our stakeholders,” said Robbert Rietbroek, Chief Executive Officer.

 

"Turning to our planned business combination the Transaction with BlueTriton, earlier this week we were granted a final order approving the Transaction from the Ontario Superior Court of Justice, and our shareowners also overwhelmingly approved the Transaction. Subject to certain customary closing conditions, we anticipate the closing will occur on or about November 8, 2024, and as part of the rollout of the new company, we announced earlier this week the new combined company's name, Primo Brands, and new ticker symbol of ‘PRMB’, which we expect will begin trading on the NYSE as early as Monday, November 11, 2024. The closing of the transaction will mark an exciting new chapter as we bring together the strengths of both legacy companies. I am pleased with the tremendous progress we’ve made in shaping the future of Primo Brands. Our teams have been intensely focused on ensuring we ‘hit the ground running’ post-close. We have established integration planning working groups across both organizations to identify opportunities, build an optimized structure, and unlock synergies throughout the combined business,” continued Mr. Rietbroek.

 

 

 

 

 

 

(Unless stated otherwise, all third quarter 2024 comparisons are relative to the third quarter of 2023; all information is in U.S. dollars. Non-GAAP reconciliations presented on the exhibits to this press release)

 

 

THIRD QUARTER HIGHLIGHTS - CONTINUING OPERATIONS

 

•

Revenue increased 8.8% to $511 million compared to $470 million driven by revenue growth with 5.0% of the growth attributable to volume and 3.8% attributable to pricing. Contribution from organic growth was 7.4% for the quarter. Revenue growth by channel includes 8.0% in Water Direct / Water Exchange, 7.1% in Water Refill / Water Filtration and 102.2% in Other Water, which is primarily Mountain Valley Spring water sold at retail and on-premise.

 

•

Gross profit increased 9.1% to $331 million compared to $303 million. Gross margin increased 20 bps to 64.7% compared to 64.5%, driven by pricing, increased volume and operating efficiencies.

 

•

SG&A expenses increased 7.1% to $262 million compared to $245 million. The increase was driven by higher selling and operating costs that supported volume and revenue growth.

 

•

Reported net income and net income per diluted share were $38 million and $0.24, respectively, compared to reported net income and net income per diluted share of $34 million and $0.21, respectively. Adjusted net income and adjusted net income per diluted share were $56 million and $0.35, respectively, compared to $39 million and $0.24, respectively.

 

•

Adjusted EBITDA increased 11.4% to $125 million compared to $112 million, driven by pricing initiatives, customer demand and effective expense management. Adjusted EBITDA margin was 24.4%, compared to 23.8%.

 

•

Net cash provided by operating activities of $91 million, less $36 million of capital expenditures and additions to intangible assets, resulted in $55 million of free cash flow, or $60 million of adjusted free cash flow (adjusting for the items set forth on Exhibit 6), compared to net cash provided by operating activities of $127 million and adjusted free cash flow of $93 million in the prior year.

 

		For the Three Months Ended
(USD $M except % or unless as otherwise noted)		September 28, 2024				September 30, 2023				Y/Y Change
Revenue, net		$	511.4			$	470.0				8.8	%
Net income from continuing operations		$	38.2			$	33.7			$	4.5
Net income from continuing operations per diluted share		$	0.24			$	0.21			$	0.03
Adjusted net income from continuing operations		$	56.4			$	38.8			$	17.6
Adjusted net income from continuing operations per diluted share		$	0.35			$	0.24			$	0.11
Adjusted EBITDA		$	124.7			$	111.9				11.4	%
Adjusted EBITDA margin %			24.4	%			23.8	%			60 bps

 

 

 

 

THIRD QUARTER 2024 RESULTS CONFERENCE CALL

 

Primo Water will host a conference call, to be simultaneously webcast, on Thursday, November 7, 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:

 

Details for the Earnings Conference Call:

 

Date: November 7, 2024

Time: 10:00 a.m. Eastern Time

North America: (888) 510-2154

International: (437) 900-0527

Conference ID: 66986

Webcast Link: https://app.webinar.net/aerzBkLmwnN

 

A slide presentation and live audio webcast will be available through Primo Water’s website at https://www.primowatercorp.com.

 

Replay Information:

The earnings conference call will be recorded and archived for playback on the investor relations section of Primo Water's website.

 

THIRD QUARTER PERFORMANCE - CONTINUING OPERATIONS

 

Revenue growth by channel is tabulated below:

		For the Three Months Ended
(in millions of U.S. dollars)		September 28, 2024				September 30, 2023				$ Change				% Change
Revenue, net
Water Direct/Water Exchange		$	384.8			$	356.2			$	28.6				8.0	%
Water Refill/Water Filtration			66.4				62.0				4.4				7.1	%
Other Water1			27.5				13.6				13.9				102.2	%
Water Dispensers			18.7				16.5				2.2				13.3	%
Other			14.0				21.7				(7.7	)			(35.5	%)
Revenue, net as reported		$	511.4			$	470.0			$	41.4				8.8	%

 

1. Primarily Mountain Valley retail and on-premise revenue

 

TRANSACTION RELATED MATTERS

 

The Ontario Superior Court of Justice (Commercial List) has granted a final order approving the plan of arrangement for the proposed business combination between Primo Water and BlueTriton. All shareholder and regulatory approvals have been received, and the transaction is expected to close on or about November 8, 2024, subject to satisfaction of certain customary closing conditions.

 

The combined company, Primo Brands Corporation, is expected to begin trading on the New York Stock Exchange under the ticker symbol "PRMB" as early as November 11, 2024.

 

 

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 11,700 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 18,100 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 generally accepted accounting principles in the United States ("GAAP"), 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 additional 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. 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 and forward-looking information 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 full-year 2024 revenue, Adjusted EBITDA and Adjusted Free Cash Flow on a standalone basis), the Transaction (including the anticipated timing of the completion of the Transaction), the anticipated benefits of the Transaction, including estimated synergies, 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: Primo Water’s and BlueTriton’s ability to complete the Transaction on the anticipated terms and schedule; the risk that disruptions from the Transaction will harm Primo Water’s or the combined company’s business; 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; and 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								For the Nine Months Ended
		September 28, 2024				September 30, 2023				September 28, 2024				September 30, 2023
Revenue, net		$	511.4			$	470.0			$	1,448.4			$	1,333.1
Cost of sales			180.6				166.7				508.3				480.0
Gross profit			330.8				303.3				940.1				853.1
Selling, general and administrative expenses			262.3				244.8				776.1				726.0
Loss on disposal of property, plant and equipment, net			1.3				1.6				4.1				3.8
Acquisition and integration expenses			8.2				2.4				26.6				6.0
Gain on sale of property			—				(5.3	)			(0.5	)			(5.3	)
Operating income			59.0				59.8				133.8				122.6
Other expense (income), net			1.1				(4.0	)			1.2				(3.7	)
Interest expense, net			5.8				17.8				25.0				54.8
Income from continuing operations before income taxes			52.1				46.0				107.6				71.5
Income tax expense			13.9				12.3				37.4				21.0
Net income from continuing operations		$	38.2			$	33.7			$	70.2			$	50.5
Net income (loss) from discontinued operations, net of income taxes			0.4				(0.3	)			9.4				10.0
Net income		$	38.6			$	33.4			$	79.6			$	60.5
Net income per common share
Basic:
Continuing operations		$	0.24			$	0.21			$	0.44			$	0.32
Discontinued operations		$	—			$	—			$	0.06			$	0.06
Net income		$	0.24			$	0.21			$	0.50			$	0.38
Diluted:
Continuing operations		$	0.24			$	0.21			$	0.43			$	0.32
Discontinued operations		$	—			$	—			$	0.06			$	0.06
Net income		$	0.24			$	0.21			$	0.49			$	0.38
Weighted-average common shares outstanding (in thousands)
Basic			160,363				159,407				160,016				159,446
Diluted			162,062				160,042				161,577				160,236

 

PRIMO WATER CORPORATION						EXHIBIT 2
CONSOLIDATED BALANCE SHEETS
(in millions of U.S. dollars, except share amounts)
Unaudited
		September 28, 2024				December 30, 2023
ASSETS
Current assets
Cash and cash equivalents		$	667.3			$	507.9
Accounts receivable, net of allowance of $12.5 ($12.7 as of December 30, 2023)			185.8				156.0
Inventories			48.6				47.3
Prepaid expenses and other current assets			18.8				26.0
Current assets of discontinued operations			77.8				128.7
Total current assets			998.3				865.9
Property, plant and equipment, net			544.1				556.5
Operating lease right-of-use-assets			143.1				136.0
Goodwill			1,009.4				1,004.6
Intangible assets, net			709.3				714.2
Other long-term assets, net			20.6				20.2
Long-term assets of discontinued operations			138.3				225.6
Total assets		$	3,563.1			$	3,523.0
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt		$	14.9			$	14.2
Accounts payable and accrued liabilities			294.1				276.4
Current operating lease obligations			26.2				25.6
Current liabilities of discontinued operations			90.9				109.9
Total current liabilities			426.1				426.1
Long-term debt			1,268.8				1,270.8
Operating lease obligations			129.4				124.0
Deferred tax liabilities			142.0				144.2
Other long-term liabilities			79.4				64.4
Long-term liabilities of discontinued operations			34.5				52.2
Total liabilities			2,080.2				2,081.7
Equity
Common shares, no par value - 160,341,329 (December 30, 2023 - 159,480,638) shares issued			1,311.1				1,288.6
Additional paid-in capital			91.2				90.6
Retained earnings			194.5				167.2
Accumulated other comprehensive loss			(113.9	)			(105.1	)
Total Primo Water Corporation equity			1,482.9				1,441.3
Total liabilities and equity		$	3,563.1			$	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								For the Nine Months Ended
		September 28, 2024				September 30, 2023				September 28, 2024				September 30, 2023
Cash flows from operating activities of continuing operations:
Net income		$	38.6			$	33.4			$	79.6			$	60.5
Net income (loss) from discontinued operations, net of income taxes			0.4			$	(0.3	)			9.4				10.0
Net income from continuing operations		$	38.2			$	33.7				70.2				50.5
Adjustments to reconcile net income from continuing operations to cash flows from operating activities of continuing operations:
Depreciation and amortization			51.0				49.3				148.9				143.6
Amortization of financing fees			0.7				0.8				2.4				2.5
Share-based compensation expense			4.6				1.4				17.1				6.1
Provision (benefit) for deferred income taxes			1.6				(0.4	)			(1.4	)			6.1
Loss on disposal of property, plant and equipment, net			1.3				1.6				4.1				3.8
Gain on sale of property			—				(5.3	)			(0.5	)			(5.3	)
Other non-cash items			1.4				(1.4	)			(1.2	)			(4.6	)
Change in operating assets and liabilities, net of acquisitions:
Accounts receivable			(25.3	)			14.6				(28.0	)			(4.2	)
Inventories			(1.8	)			(0.1	)			(3.6	)			4.6
Prepaid expenses and other current assets			4.4				3.8				4.9				5.7
Other assets			(4.4	)			(0.4	)			(0.6	)			(0.9	)
Accounts payable and accrued liabilities and other liabilities			19.3				29.1				43.4				14.3
Net cash provided by operating activities of continuing operations			91.0				126.7				255.7				222.2
Cash flows from investing activities of continuing operations:
Acquisitions, net of cash received			(0.3	)			(1.6	)			(24.5	)			(24.6	)
Additions to property, plant and equipment			(33.8	)			(34.3	)			(108.7	)			(103.5	)
Additions to intangible assets			(2.6	)			(2.5	)			(7.9	)			(6.5	)
Proceeds from sale of property, plant and equipment			—				0.2				0.2				0.4
Proceeds from sale of property			—				8.7				1.0				8.7
Other investing activities			—				0.9				2.7				2.8
Net cash used in investing activities of continuing operations			(36.7	)			(28.6	)			(137.2	)			(122.7	)

 

 

Cash flows from financing activities of continuing operations:
Payments of long-term debt			(3.4	)			(2.7	)			(10.0	)			(8.7	)
Proceeds from short-term borrowings			—				12.0				—				116.0
Payments on short-term borrowings			—				(88.0	)			—				(181.0	)
Issuance of common shares			0.8				1.0				17.5				5.7
Common shares repurchased and canceled			(0.1	)			(0.6	)			(20.3	)			(22.4	)
Financing fees			(0.9	)			—				(0.9	)			—
Dividends paid to common shareholders			(14.6	)			(12.7	)			(43.8	)			(38.6	)
Payment of contingent consideration for acquisitions			(0.2	)			(0.3	)			(2.0	)			(1.3	)
Other financing activities			—				(2.6	)			—				(7.6	)
Net cash used in financing activities of continuing operations			(18.4	)			(93.9	)			(59.5	)			(137.9	)
Cash flows from discontinued operations:
Net cash provided by operating activities from discontinued operations			4.6				21.4				6.8				37.0
Net cash provided by (used in) investing activities from discontinued operations			16.8				(12.6	)			75.9				(32.4	)
Net cash (used in) provided by financing activities from discontinued operations			(2.0	)			(0.5	)			(1.0	)			9.1
Net cash provided by discontinued operations			19.4				8.3				81.7				13.7
Effect of exchange rate changes on cash			0.3				(1.5	)			(0.1	)			(0.1	)
Net increase (decrease) in cash, cash equivalents and restricted cash			55.6				11.0				140.6				(24.8	)
Cash and cash equivalents and restricted cash, beginning of period			615.5				86.8				530.5				122.6
Cash and cash equivalents and restricted cash, end of period		$	671.1			$	97.8			$	671.1			$	97.8
Cash and cash equivalents and restricted cash from discontinued operations, end of period			3.8				36.9				3.8				36.9
Cash and cash equivalents and restricted cash of continuing operations, end of period		$	667.3			$	60.9			$	667.3			$	60.9

 

 

 

 

 

PRIMO WATER CORPORATION										EXHIBIT 4
SEGMENT INFORMATION
(in millions of U.S. dollars, except percentage amounts)
Unaudited
		For the Three Months Ended September 28, 2024
		North America				Other				Total
Revenue, net
Water Direct/Water Exchange		$	384.8			$	—			$	384.8
Water Refill/Water Filtration			66.4				—				66.4
Other Water1			27.5				—				27.5
Water Dispensers			18.7				—				18.7
Other			13.8				0.2				14.0
Total		$	511.2			$	0.2			$	511.4
Gross profit		$	330.6			$	0.2			$	330.8
Gross margin %			64.7	%			100.0	%			64.7	%
Selling, general and administrative expenses		$	251.6			$	10.7			$	262.3
SG&A % of revenue2			49.2	%			NM				51.3	%
Operating income (loss)		$	76.7			$	(17.7	)		$	59.0
Depreciation and amortization		$	50.5			$	0.5			$	51.0
			For the Three Months Ended September 30, 2023
			North America				Other				Total
Revenue, net
Water Direct/Water Exchange		$	356.2			$	—			$	356.2
Water Refill/Water Filtration			62.0				—				62.0
Other Water1			13.6				—				13.6
Water Dispensers			16.5				—				16.5
Other			21.5				0.2				21.7
Total		$	469.8			$	0.2			$	470.0
Gross profit		$	303.1			$	0.2			$	303.3
Gross margin %			64.5	%			100.0	%			64.5	%
Selling, general and administrative expenses		$	235.1			$	9.7			$	244.8
SG&A % of revenue2			50.0	%			NM				52.1	%
Operating income (loss)		$	70.3			$	(10.5	)		$	59.8
Depreciation and amortization		$	48.9			$	0.4			$	49.3
____________________________
1 Primarily Mountain Valley retail and on-premise revenue
2 "NM" defined as not meaningful

 

 

		For the Nine Months Ended September 28, 2024
		North America				Other				Total
Revenue, net
Water Direct/Water Exchange		$	1,092.4			$	—			$	1,092.4
Water Refill/Water Filtration			186.2				—				186.2
Other Water1			67.4				—				67.4
Water Dispensers			48.7				—				48.7
Other			52.9				0.8				53.7
Total		$	1,447.6			$	0.8			$	1,448.4
Gross profit		$	939.5			$	0.6			$	940.1
Gross Margin %			64.9	%			75.0	%			64.9	%
Selling, general and administrative expenses		$	733.0			$	43.1			$	776.1
SG&A % of revenue2			50.6	%			NM				53.6	%
Operating income (loss)		$	201.0			$	(67.2	)		$	133.8
Depreciation and amortization		$	147.5			$	1.4			$	148.9
			For the Nine Months Ended September 30, 2023
			North America				Other				Total
Revenue, net
Water Direct/Water Exchange		$	1,011.5			$	—			$	1,011.5
Water Refill/Water Filtration			169.6				—				169.6
Other Water1			36.8				—				36.8
Water Dispensers			45.9				—				45.9
Other			68.8				0.5				69.3
Total		$	1,332.6			$	0.5			$	1,333.1
Gross profit		$	852.6			$	0.5			$	853.1
Gross margin %			64.0	%			100.0	%			64.0	%
Selling, general and administrative expenses		$	687.2			$	38.8			$	726.0
SG&A % of revenue2			51.6	%			NM				54.5	%
Operating income (loss)		$	162.3			$	(39.7	)		$	122.6
Depreciation and amortization		$	142.5			$	1.1			$	143.6
____________________________
1 Primarily Mountain Valley retail and on-premise revenue
2 "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								For the Nine Months Ended
		September 28, 2024				September 30, 2023				September 28, 2024				September 30, 2023
Net income from continuing operations		$	38.2			$	33.7			$	70.2			$	50.5
Interest expense, net			5.8				17.8				25.0				54.8
Income tax expense			13.9				12.3				37.4				21.0
Depreciation and amortization			51.0				49.3				148.9				143.6
EBITDA		$	108.9			$	113.1			$	281.5			$	269.9
Acquisition and integration costs (a)			8.2				2.4				26.6				6.0
Share-based compensation costs (b)			4.6				1.4				17.1				6.1
Foreign exchange and other losses (gains), net (c)			1.2				(0.2	)			2.0				(0.1	)
Loss on disposal of property, plant and equipment, net (d)			1.3				1.6				4.1				3.8
Gain on sale of property (e)			—				(5.3	)			(0.5	)			(5.3	)
Other adjustments, net (f)			0.5				(1.1	)			0.7				5.4
Adjusted EBITDA		$	124.7			$	111.9			$	331.5			$	285.8
Revenue, net		$	511.4			$	470.0			$	1,448.4			$	1,333.1
Adjusted EBITDA margin %			24.4	%			23.8	%			22.9	%			21.4	%

 

 

 

				For the Three Months Ended								For the Nine Months Ended
		Location in Consolidated Statements of Operations		September 28, 2024				September 30, 2023				September 28, 2024				September 30, 2023
				(Unaudited)								(Unaudited)
(a) Acquisition and integration costs		Acquisition and integration expenses		$	8.2			$	2.4			$	26.6			$	6.0
(b) Share-based compensation costs		Selling, general and administrative expenses			4.6				1.4				17.1				6.1
(c) Foreign exchange and other losses (gains), net		Other expense (income), net			1.2				(0.2	)			2.0				(0.1	)
(d) Loss on disposal of property, plant and equipment, net		Loss on disposal of property, plant and equipment, net			1.3				1.6				4.1				3.8
(e) Gain on sale of property		Gain on sale of property			—				(5.3	)			(0.5	)			(5.3	)
(f) Other adjustments, net		Other expense (income), net			—				(0.8	)			(0.7	)			(1.4	)
		Selling, general and administrative expenses			0.5				(0.3	)			1.4				6.8

 

 

 

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
		September 28, 2024				September 30, 2023
Net cash provided by operating activities of continuing operations		$	91.0			$	126.7
Less:  Additions to property, plant, and equipment			(33.8	)			(34.3	)
Less:  Additions to intangible assets			(2.6	)			(2.5	)
Free Cash Flow		$	54.6			$	89.9
Acquisition and integration cash costs			5.4				1.8
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			—				1.0
Adjusted Free Cash Flow		$	60.4			$	92.7
			For the Nine Months Ended
			September 28, 2024				September 30, 2023
Net cash provided by operating activities of continuing operations		$	255.7			$	222.2
Less:  Additions to property, plant, and equipment			(108.7	)			(103.5	)
Less:  Additions to intangible assets			(7.9	)			(6.5	)
Free Cash Flow		$	139.1			$	112.2
Acquisition and integration cash costs			19.3				5.6
Cash costs related to additions to property, plant and equipment for integration of acquired entities			1.1				0.1
COVID-19 related refunds			(0.8	)			—
Cash taxes paid for property sales			1.3				0.8
Tariffs refunds related to property, plant, and equipment			2.1				2.4
Adjusted Free Cash Flow		$	162.1			$	121.1

 

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								For the Nine Months Ended
		September 28, 2024				September 30, 2023				September 28, 2024				September 30, 2023
Net income from continuing operations		$	38.2			$	33.7			$	70.2			$	50.5
Adjustments:
Amortization expense of customer lists			7.8				7.7				22.0				22.4
Acquisition and integration costs			8.2				2.4				26.6				6.0
Share-based compensation costs			4.6				1.4				17.1				6.1
Foreign exchange and other losses (gains), net			1.2				(0.2	)			2.0				(0.1	)
Gain on sale of property			—				(5.3	)			(0.5	)			(5.3	)
Other adjustments, net			0.5				(1.1	)			0.7				5.4
Tax impact of adjustments1			(4.1	)			0.2				(9.4	)			(3.8	)
Adjusted net income		$	56.4			$	38.8			$	128.7			$	81.2
Earnings Per Share (as reported)
Net income from continuing operations		$	38.2			$	33.7			$	70.2			$	50.5
Basic EPS		$	0.24			$	0.21			$	0.44			$	0.32
Diluted EPS		$	0.24			$	0.21			$	0.43			$	0.32
Weighted average common shares outstanding (in thousands)
Basic			160,363				159,407				160,016				159,446
Diluted			162,062				160,042				161,577				160,236
Adjusted Earnings Per Share (Non-GAAP)
Adjusted net income from continuing operations (Non-GAAP)		$	56.4			$	38.8			$	128.7			$	81.2
Adjusted diluted EPS (Non-GAAP)		$	0.35			$	0.24			$	0.80			$	0.51
Weighted average common shares outstanding (in thousands)
Basic			160,363				159,407				160,016				159,446
Diluted weighted average common shares outstanding (in thousands) (Non-GAAP)2			162,062				160,042				161,577				160,236
1 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.
2 For the periods presented, the non-GAAP diluted weighted average common shares outstanding equaled the reported diluted weighted average common shares outstanding.

 

 

 

 

 

 

 

 

 

 

 

15

v3.24.3

Cover	Nov. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 07, 2024
Entity File Number	001-31410
Entity Registrant Name	Primo Water Corporation
Entity Central Index Key	0000884713
Entity Tax Identification Number	98-0154711
Entity Incorporation, State or Country Code	A6
Entity Address, Address Line One	1150 Assembly Dr.
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Country	US
Entity Address, Postal Zip Code	33607
City Area Code	813
Local Phone Number	544-8515
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common shares without nominal or par value
Trading Symbol	PRMW
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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