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):  April 30, 2015
PRIMO WATER CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
001-34850
30-0278688
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

104 Cambridge Plaza Drive
Winston-Salem, NC  27104
(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code:   336-331-4000

Not Applicable
 (Former name or former address, if changed since last report)

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))
 


Item 2.02 Results of Operations and Financial Condition.
 
On May 5, 2015, Primo Water Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2015.  A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2015, Primo Water Corporation (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, the Company’s stockholders approved an amendment (“Amendment No. 1”) to the Company’s Amended and Restated 2010 Omnibus Long-Term Incentive Compensation Plan (the “2010 Omnibus Plan” and, as amended, the “Amended 2010 Omnibus Plan”).  The Amended 2010 Omnibus Plan is substantially similar to the 2010 Omnibus Plan except that it increases the number of shares of the Company's common stock authorized for issuance from 2,892,674 shares to a total of 3,392,674 shares and increases the number of shares issuable pursuant to incentive stock options to a total of 3,718,735 shares.  A description of the material terms and conditions of Amendment No. 1 and the Amended 2010 Omnibus Plan appears on pages 31-38 of the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 30, 2015 (the “Proxy Statement”).  Amendment No. 1 is filed as Exhibit 10.1 to this Form 8-K and the terms thereof are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on April 30, 2015.  The certified results of the matters voted upon at the meeting, which are more fully described in the Proxy Statement, are as follows:

Proposal 1 – Election of the two directors nominated by the Company’s Board of Directors as Class II directors to serve until the 2018 annual meeting of stockholders:

   
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
 
 
Proposal 2 – Approval of an amendment to the Amended and Restated 2010 Omnibus Long-Term Incentive Plan to increase the number of shares available for issuance thereunder by 1,500,000:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
11,617,861
 
1,189,420
 
24,542
 
9,889,566
 

Proposal 3 – Ratification of the Audit Committee’s appointment of McGladrey LLP as the Company’s independent registered public accounting firm for 2015:

For
 
Against
 
Abstain
 
Broker Non-Votes
22,536,283
 
173,960
 
11,146
 
N/A

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished herewith:

Exhibit No.
 
Exhibit Description
     
10.1
 
Amendment No. 1 to 2010 Omnibus Long-Term Incentive Plan.
99.1
 
Press Release dated May 5, 2015 .
 

Signature

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
    
Date:  May 5, 2015
By:
  /s/ Mark Castaneda
  Name:
Mark Castaneda
  Title:
Chief Financial Officer
 

SECURITIES AND EXCHANGE COMMISSION
Washington, DC

EXHIBITS

CURRENT REPORT
ON
FORM 8-K

Date of Event Reported:
 
Commission File No:
April 30, 2015
 
001-34850

PRIMO WATER CORPORATION

EXHIBIT INDEX

Exhibit No.
 
Exhibit Description
     
 
Amendment No. 1 to 2010 Omnibus Long-Term Incentive Plan.
 
Press Release dated May 5, 2015 .
 
 



Exhibit 10.1
 
Amendment No. 1
to
Primo Water Corporation
Amended and Restated 2010 Long-Term Incentive Plan

Amendment No. 1 (the “ Amendment ”), dated April 30, 2015, to the Amended and Restated 2010 Long-Term Incentive Plan (the “ Existing Plan ”; as amended hereby, the “ Plan ”), of Primo Water Corporation, a Delaware corporation (the “ Company ”).
 
Statement of Purpose

The Plan was approved by the Company’s Board of Directors on April 10, 2012, and by its stockholders on May 15, 2012, and became effective on such date.  The Company wishes to amend the Plan to increase the number of shares of the Company’s common stock, par value $.001, authorized for issuance under the Plan.

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the parties hereto hereby agree as follows:

1.              Capitalized Terms .  All capitalized terms used and not defined herein shall have the meanings given thereto in the Existing Plan.

2 .              Amendment to Existing Plan .

The first two paragraphs of Section 4 Stock Subject to the Plan are hereby deleted in their entirety and replaced with the following:

“Subject to adjustment as provided in Section 15 hereof, the maximum number of shares of Stock available for issuance under the Plan shall be 3,892,674 (as adjusted pursuant to this Section 4 and Section 15).  In addition, there shall be added the number of shares subject to stock options granted under the Company’s 2004 Stock Plan that are canceled, expired, forfeited, settled in cash, settled by issuance of fewer shares than the number of shares underlying stock option or otherwise terminated without delivery of shares to the Grantees.

3,718,735 of such shares of Stock available for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options.  Stock issued or to be issued under the Plan shall be authorized but unissued shares; or, to the extent permitted by applicable law, issued shares that have been reacquired by the Company.  Subject to adjustments in accordance with Section 15, the maximum number of each type of Award (other than cash-based Performance Awards) intended to constitute “performance-based compensation” under Code Section 162(m) granted to any Grantee in any thirty-six (36) month period shall not exceed the following: Options:  800,000; SARs: 800,000; Restricted Stock: 800,000; Restricted Stock Units: 800,000; and other Stock-based Performance Awards: 800,000.”

3 .              Reference to and Effect on the Plan .  The Plan, as amended hereby, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.
 


4 .              Governing Law .  This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware.

*              *              *

Effective this 30th day of April, 2015.
 
 


Exhibit 99.1
 
 
Contact:
Primo Water Corporation
Mark Castaneda, Chief Financial Officer
(336) 331-4000

ICR Inc.
John Mills
Katie Turner
(646) 277-1228

Primo Water Announces First Quarter Financial Results
 
Sales and Adjusted EBITDA Exceed Company Guidance
 
Outlook Raised for Fiscal 2015
 
WINSTON-SALEM, N.C., May 5, 2015 -- Primo Water Corporation (Nasdaq: PRMW), a leading provider of multi-gallon purified bottled water, self-service refill water and water dispensers, today announced financial results for the first quarter ended March 31, 2015.
 
First Quarter Business Highlights:
 
· 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
 
“We started the year off with positive momentum and generated continued growth through the execution of our strategic initiatives in both the Water and Dispenser segments , ” commented Billy D. Prim, Primo Water’s Chief Executive Officer. “Our strong top line growth helped us generate EBITDA ahead of our expectations and demonstrates the steps we have taken to better position our business through the increased distribution of our water services and water dispensers.”
 
1

First Quarter Results
 
Net sales increased 24.2% to $29.2 million from $23.5 million in the prior year, driven by an increase in both the Water and Dispensers segment net sales.
 
Water segment net sales increased 30.0% to $20.7 million compared to $15.9 million in the prior year.  Sales in the Water segment consist of the sale of multi-gallon purified bottled water (“Exchange”) and self-service refill water (“Refill”). The increase in Water net sales was primarily due to a 53.0% increase in U.S. Exchange sales, which was driven by the addition of retail locations compared to the prior year and same-store unit growth of approximately 8.6%.  Dispenser segment net sales increased 12.0% to $8.5 million compared to $7.6 million.
 
Gross margin percentage decreased slightly to 26.2% from 26.3% in the prior year, primarily due to sales mix changes.  Selling, general and administrative (“SG&A”) expenses increased to $4.7 million from $3.8 million in the prior year. The increase was primarily due to higher non-cash stock compensation expense driven by accruals for performance-based stock awards.  Interest expense decreased 59.4% to $0.5 million from $1.3 million in the prior year, due primarily to more favorable borrowing rates under the Company’s credit facility entered into on June 20, 2014.
 
Adjusted EBITDA increased 36.5% to $3.7 million from $2.7 million in the prior year, driven by the increase in net sales in both the Water and Dispensers segments.  The U.S. GAAP net loss from continuing operations was $0.2 million, or $0.01 per share, compared to $3.6 million, or $0.15 per share, for the prior year period.  On a pro forma fully taxed basis, net income (loss) from continuing operations was $0.01 per share compared to $(0.04) per share for the prior year period (see financial tables for details).
 
Outlook
 
The Company raised its full year 2015 outlook for net sales to a range of $114.5 to $118.5 million and adjusted EBITDA to a range of $14.7 to $16.2 million.
 
The Company expects second quarter 2015 net sales in the range of $29.8 to $30.8 million and adjusted EBITDA in the range of $3.8 to $4.0 million.
 
Conference Call and Webcast
 
The Company will host a conference call to discuss these matters at 4:30 p.m. ET today, May 5, 2015.  Participants from the Company will be Billy D. Prim, Chief Executive Officer, Matt Sheehan, President and Chief Operating Officer, and Mark Castaneda, Chief Financial Officer. The call will be broadcast live over the Internet hosted at the Investor Relations section of Primo Water's website at www.primowater.com, and will be archived online through May 19, 2015.  In addition, listeners may dial ( 866) 712-2329   in North America, and international listeners may dial ( 253) 237-1244 .

2

About Primo Water Corporation

Primo Water Corporation (Nasdaq: PRMW) is a leading provider of multi-gallon purified bottled water, self-service refill water and water dispensers sold through major retailers throughout the United States and Canada. Learn more about Primo Water at www.primowater.com .

Forward-Looking Statements
Certain statements contained herein are not based on historical fact and are "forward-looking statements" within the meaning of the applicable securities laws and regulations. These statements include the Company’s financial guidance.  These statements can otherwise be identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "feel," "forecast," "intend," "may," "plan," "potential," "project," "should," "would,” “will,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Owing to the uncertainties inherent in forward-looking statements, actual results could differ materially from those stated herein. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the failure to achieve the incremental net sales or reduced distribution costs associated with strategic alliance agreement with DS Services of America, Inc., adverse changes in the Company's relationships with its other independent bottlers, distributors and suppliers, the loss of major retail customers of the Company or the reduction in volume or change in timing of purchases by major retail customers, lower than anticipated consumer and retailer acceptance of and demand for the Company's products and services, the entry of a competitor with greater resources into the marketplace, competition and other business conditions in the water and water dispenser industries in general, the Company’s experiencing product liability, product recall or higher than anticipated rates of sales returns associated with product quality or safety issues, the loss of key Company personnel, changes in the regulatory framework governing the Company's business, the Company's inability to efficiently expand operations and capacity to meet growth, the Company's inability to develop, introduce and produce new product offerings within the anticipated timeframe or at all, the Company’s inability to comply with its covenants in its credit facility, significant liabilities or costs associated with litigation or other legal proceedings, as well as other risks described more fully in the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K filed on March 16, 2015 and its subsequent filings under the Securities Exchange Act of 1934. Forward-looking statements reflect management's analysis as of the date of this press release. The Company does not undertake to revise these statements to reflect subsequent developments, other than in its regular, quarterly earnings releases or as otherwise required by applicable securities laws.

3

Use of Non-U.S. GAAP Financial Measures
To supplement its financial statements, the Company provides investors with information related to adjusted EBITDA and pro forma fully taxed net income (loss) from continuing operations, which are not financial measures calculated in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).  Adjusted EBITDA is calculated as loss from continuing operations before depreciation and amortization; interest expense; non-cash, stock-based compensation expense; non-recurring costs; and loss on disposal and impairment of property and equipment and other.   Pro forma fully taxed net income (loss) from continuing operations is defined as loss from continuing operations less non-cash stock-based compensation expense, non-recurring costs and loss on disposal and impairment of property and equipment as adjusted on a pro forma basis for the full effect of income taxes.   The Company believes these non-U.S. GAAP financial measures provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations.  Management uses these non-U.S. GAAP financial measures to compare the Company's performance to that of prior periods for trend analyses and planning purposes.  These non-U.S. GAAP financial measures are also presented to the Company’s board of directors and adjusted EBITDA is used in its credit agreements.
 
Non-U.S. GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP.  These non-U.S. GAAP measures exclude significant expenses that are required by U.S. GAAP to be recorded in the Company's financial statements and is subject to inherent limitations.
 
FINANCIAL TABLES TO FOLLOW

4

Primo Water Corporation
Condensed Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)

   
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
 

5

Primo Water Corporation
Segment Information
(Unaudited; in thousands)

   
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
)

6

Primo Water Corporation
Condensed Consolidated Balance Sheets
(in thousands, except par value data)

   
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
 

7

Primo Water Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited; in thousands)

   
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
 
 
8

Primo Water Corporation
Non-GAAP EBITDA and Adjusted EBITDA Reconciliation
(Unaudited; in thousands)

   
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
 

9

Primo Water Corporation
Pro Forma Fully Taxed Net Income (Loss) From Continuing Operations Reconciliation
(Unaudited; in thousands, except per share amounts)

   
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
 
 
 
10