Delaware
|
001-34850
|
30-0278688
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
☐ | 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)) |
Item 2.02 | Results of Operations and Financial Condition. |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
For
|
Withheld
|
Broker Non-Votes
|
||||||||||
Malcom McQuilkin
|
12,078,316
|
753,507
|
9,889,566
|
|||||||||
David L. Warnock
|
12,072,988
|
758,835
|
9,889,566
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
11,617,861
|
1,189,420
|
24,542
|
9,889,566
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
22,536,283
|
173,960
|
11,146
|
N/A
|
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No.
|
Exhibit Description
|
||
10.1
|
Amendment No. 1 to 2010 Omnibus Long-Term Incentive Plan.
|
||
99.1
|
Press Release dated
May 5, 2015
.
|
PRIMO WATER CORPORATION
|
||
Date: May 5, 2015
|
By:
|
/s/ Mark Castaneda
|
Name: |
Mark Castaneda
|
|
Title: |
Chief Financial Officer
|
Date of Event Reported:
|
Commission File No:
|
|
April 30, 2015
|
001-34850
|
Exhibit No.
|
Exhibit Description
|
||
Amendment No. 1 to 2010 Omnibus Long-Term Incentive Plan.
|
|||
Press Release dated
May 5, 2015
.
|
· | Total net sales increased 24.2% to $29.2 million, exceeding Company guidance |
· | Water segment net sales increased 30.0% to $20.7 million driven by U.S. Exchange same-store sales growth of 8.6% and the addition of retail exchange locations compared to the prior year |
· | Adjusted EBITDA for the first quarter increased 36.5% to $3.7 million, exceeding Company guidance |
· | Net income from continuing operations improved to $0.01 per share on a pro-forma fully taxed basis from a net loss of ($0.04) per share in the prior year period |
Three months ended
March 31,
|
||||||||
2015
|
2014
|
|||||||
Net sales
|
$
|
29,213
|
$
|
23,528
|
||||
Operating costs and expenses:
|
||||||||
Cost of sales
|
21,557
|
17,342
|
||||||
Selling, general and administrative expenses
|
4,665
|
3,841
|
||||||
Non-recurring costs
|
22
|
1,825
|
||||||
Depreciation and amortization
|
2,585
|
2,744
|
||||||
Loss on disposal and impairment of property and equipment
|
64
|
134
|
||||||
Total operating costs and expenses
|
28,893
|
25,886
|
||||||
Income (loss) from operations
|
320
|
(2,358
|
)
|
|||||
Interest expense
|
519
|
1,276
|
||||||
Loss from continuing operations
|
(199
|
)
|
(3,634
|
)
|
||||
Loss from discontinued operations
|
(38
|
)
|
(119
|
)
|
||||
Net loss
|
$
|
(237
|
)
|
$
|
(3,753
|
)
|
||
Basic and diluted loss per common share:
|
||||||||
Loss from continuing operations
|
$
|
(0.01
|
)
|
$
|
(0.15
|
)
|
||
Loss from discontinued operations
|
(0.00
|
)
|
(0.01
|
)
|
||||
Net loss
|
$
|
(0.01
|
)
|
$
|
(0.16
|
)
|
||
Basic and diluted weighted average common shares outstanding
|
24,683
|
24,076
|
Three months ended
March 31,
|
||||||||
2015
|
2014
|
|||||||
Segment net sales
|
|
|
||||||
Water
|
$
|
20,657
|
$
|
15,891
|
||||
Dispensers
|
8,556
|
7,637
|
||||||
Total net sales
|
$
|
29,213
|
$
|
23,528
|
||||
Segment income (loss) from operations
|
||||||||
Water
|
6,428
|
4,938
|
||||||
Dispensers
|
331
|
328
|
||||||
Corporate
|
(3,768
|
)
|
(2,921
|
)
|
||||
Non-recurring costs
|
(22
|
)
|
(1,825
|
)
|
||||
Depreciation and amortization
|
(2,585
|
)
|
(2,744
|
)
|
||||
Loss on disposal and impairment of property and equipment
|
(64
|
)
|
(134
|
)
|
||||
$
|
320
|
$
|
(2,358
|
)
|
March 31,
2015
|
December 31,
2014
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
|
|
||||||
Current assets:
|
||||||||
Cash
|
$
|
787
|
$
|
495
|
||||
Accounts receivable, net
|
10,717
|
9,010
|
||||||
Inventories
|
5,844
|
6,826
|
||||||
Prepaid expenses and other current assets
|
1,560
|
1,279
|
||||||
Total current assets
|
18,908
|
17,610
|
||||||
Bottles, net
|
3,681
|
3,574
|
||||||
Property and equipment, net
|
33,747
|
34,235
|
||||||
Intangible assets, net
|
8,966
|
9,452
|
||||||
Other assets
|
840
|
877
|
||||||
Total assets
|
$
|
66,142
|
$
|
65,748
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
12,557
|
$
|
12,499
|
||||
Accrued expenses and other current liabilities
|
4,205
|
4,343
|
||||||
Current portion of capital leases and notes payable
|
105
|
106
|
||||||
Total current liabilities
|
16,867
|
16,948
|
||||||
Long-term debt, capital leases and notes payable, net of current portion
|
24,883
|
24,210
|
||||||
Liabilities of disposal group, net of current portion, and other long-term liabilities
|
2,305
|
2,316
|
||||||
Total liabilities
|
44,055
|
43,474
|
||||||
Commitments and contingencies
|
||||||||
Stockholders’ equity:
|
||||||||
Preferred stock, $0.001 par value - 10,000 shares authorized, none issued and outstanding
|
–
|
–
|
||||||
Common stock, $0.001 par value - 70,000 shares authorized, 24,825 and 24,642 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively
|
25
|
25
|
||||||
Additional paid-in capital
|
278,260
|
277,708
|
||||||
Common stock warrants
|
8,475
|
8,659
|
||||||
Accumulated deficit
|
(263,541
|
)
|
(263,304
|
)
|
||||
Accumulated other comprehensive loss
|
(1,132
|
)
|
(814
|
)
|
||||
Total stockholders’ equity
|
22,087
|
22,274
|
||||||
Total liabilities and stockholders’ equity
|
$
|
66,142
|
$
|
65,748
|
Three months ended March 31,
|
||||||||
2015
|
2014
|
|||||||
Cash flows from operating activities:
|
|
|
||||||
Net loss
|
$
|
(237
|
)
|
$
|
(3,753
|
)
|
||
Less: Loss from discontinued operations
|
(38
|
)
|
(119
|
)
|
||||
Loss from continuing operations
|
(199
|
)
|
(3,634
|
)
|
||||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
2,585
|
2,744
|
||||||
Loss on disposal and impairment of property and equipment
|
64
|
134
|
||||||
Stock-based compensation expense
|
635
|
289
|
||||||
Non-cash interest expense
|
28
|
306
|
||||||
Issuance of common stock warrant
|
–
|
589
|
||||||
Other
|
195
|
(50
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(1,861
|
)
|
(86
|
)
|
||||
Inventories
|
974
|
321
|
||||||
Prepaid expenses and other assets
|
(284
|
)
|
(276
|
)
|
||||
Accounts payable
|
101
|
3,946
|
||||||
Accrued expenses and other liabilities
|
(355
|
)
|
164
|
|||||
Net cash provided by operating activities
|
1,883
|
4,447
|
||||||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment
|
(1,474
|
)
|
(1,501
|
)
|
||||
Purchases of bottles, net of disposals
|
(706
|
)
|
(1,202
|
)
|
||||
Proceeds from the sale of property and equipment
|
5
|
41
|
||||||
Additions to and acquisitions of intangible assets
|
(3
|
)
|
(7
|
)
|
||||
Net cash used in investing activities
|
(2,178
|
)
|
(2,669
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Borrowings under Revolving Credit Facilities
|
7,500
|
18,809
|
||||||
Payments under Revolving Credit Facilities
|
(6,800
|
)
|
(21,955
|
)
|
||||
Borrowings under Term loans
|
–
|
2,500
|
||||||
Note payable and capital lease payments
|
(27
|
)
|
(26
|
)
|
||||
Stock option and employee stock purchase activity, net
|
27
|
(14
|
)
|
|||||
Debt issuance costs and other
|
(6
|
)
|
(78
|
)
|
||||
Net cash provided by (used in) financing activities
|
694
|
(764
|
)
|
|||||
Cash used in operating activities of discontinued operations
|
(56
|
)
|
(96
|
)
|
||||
Effect of exchange rate changes on cash
|
(51
|
)
|
(16
|
)
|
||||
Net increase in cash
|
292
|
902
|
||||||
Cash, beginning of year
|
495
|
394
|
||||||
Cash, end of period
|
$
|
787
|
$
|
1,296
|
Three months ended
March 31,
|
||||||||
2015
|
2014
|
|||||||
Loss from continuing operations
|
$
|
(199
|
)
|
$
|
(3,634
|
)
|
||
Depreciation and amortization
|
2,585
|
2,744
|
||||||
Interest expense
|
519
|
1,276
|
||||||
EBITDA
|
2,905
|
386
|
||||||
Non-cash, stock-based compensation expense
|
635
|
289
|
||||||
Non-recurring costs
|
22
|
1,825
|
||||||
Loss on disposal and impairment of property and equipment and other
|
102
|
185
|
||||||
Adjusted EBITDA
|
$
|
3,664
|
$
|
2,685
|
Three months ended
March 31,
|
||||||||
2015
|
2014
|
|||||||
Loss from continuing operations
|
$
|
(199
|
)
|
$
|
(3,634
|
)
|
||
Non-cash, stock-based compensation expense
|
635
|
289
|
||||||
Non-recurring costs
|
22
|
1,825
|
||||||
Loss on disposal and impairment of property and equipment
|
64
|
134
|
||||||
Pro forma effect of full income tax (expense) benefit
|
(198
|
)
|
527
|
|||||
Pro forma fully taxed net income (loss) from continuing operations
|
$
|
324
|
$
|
(859
|
)
|
|||
Pro forma fully taxed income (loss) from continuing operations per share
|
$
|
0.01
|
$
|
(0.04
|
)
|
|||
Weighted average shares used in computing earnings (loss) per share:
|
||||||||
Basic and diluted weighted average common shares outstanding
|
24,683
|
24,076
|