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): February 28, 2019

   

 

PRIMO WATER CORPORATION

(Exact name of registrant as specified in its charter)

 
 

Delaware

001-34850

82-1161432

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

 

 

101 North Cherry Street

Suite 501

Winston-Salem, NC 27101

 

(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))

 

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 Operation and Financial Condition.

 

On March 5, 2019, Primo Water Corporation (the “Company”) issued a press release announcing its financial results for the quarter and full year ended December 31, 2018. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information set forth in this Section 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 February 28, 2019, based upon the recommendation of the Nominating and Governance Committee of the Company’s Board of Directors, the Company’s Board of Directors approved an increase in the size of the Company’s Board of Directors to nine directors and appointed Emma S. Battle to fill the newly created vacancy to serve as a Class I director until the 2020 Annual Meeting of Stockholders. Upon her appointment to the Board of Directors, and upon the recommendation of the Nominating and Governance Committee, the Board of Directors appointed Ms. Battle to serve on the Audit Committee and the Nominating and Governance Committee of the Board of Directors.

 

Ms. Battle is currently the President and Chief Executive Officer of MarketVigor, LLC, a strategic consulting, e-commerce marketing and digital analytics firm. She also serves as the President and Chief Executive Officer of Higher Education Works, a non-profit organization that advocates for support of North Carolina public universities and community colleges. Ms. Battle previously served as the President and Chief Operating Officer of CRISP Agency, a digital advertising agency, before which she served in executive and senior marketing and sales roles at Red Hat, Inc. (formerly NYSE: RHT) and Hanesbrands Inc. (NYSE: HBI). Ms. Battle holds a BA in Economics from Duke University and an MBA from Harvard Business School.

 

Ms. Battle will receive compensation for her service as a director in accordance with the Company’s Non-Employee Director Compensation Policy (the “Director Compensation Policy”). Pursuant to the Director Compensation Policy, in connection with her initial appointment to the Board, Ms. Battle will receive a restricted stock unit award having a value equal to $150,000 (150% of the Total Annual Retainer, as defined in the Director Compensation Policy, in effect as of the time of her appointment to the Board of Directors), with the number of restricted stock units to be issued being determined based on the closing sale price of the Company’s common stock on the date of grant. Such restricted stock units will vest in three equal annual installments beginning on the first anniversary of the date of grant.

 

On March 4, 2019, the Company issued a press release announcing the appointment of Ms. Battle to the Board of Directors. A copy of the press release is being filed as Exhibit 99.2 to this Current Report on Form 8-K.

 

 

 

 

Item 9.01     Financial Statements and Exhibits.

 

(d)     Exhibits

 

The following exhibits are furnished or filed herewith, in each case, as set forth in below:

 

 

Exhibit No.

 

Exhibit Description

99.1

 

Press Release dated March 5, 2019, furnished herewith

99.2

 

Press Release dated March 4, 2019, filed herewith

 

 

 

 

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: March 5, 2019

By:

/s/  David J. Mills

 

 

Name:      David J. Mills

 

  Title:        Chief Financial Officer  

 

 

Exhibit 99.1

 


Contact:

Primo Water Corporation

David Mills, Chief Financial Officer

(336) 331-4000

 

ICR Inc.

Katie Turner

(646) 277-1228

 

Primo Water Announces

 

Fourth Quarter and Full Year 201 8 Financial Results

 

WINSTON-SALEM, N.C., March 5, 2019 -- Primo Water Corporation (Nasdaq: PRMW) today reported financial results for the fourth quarter and full year ended December 31, 2018.

 

Fourth Quarter 201 8 Business Highlights:

 

  Net sales increased 3.8% to $70.9 million
     
  Dispenser net sales increased 20.3% to $12.1 million
     
  Exchange net sales increased 8.9% to $18.3 million
     
  Net income of $1.7 million, or $0.04 per diluted share
     
  Adjusted net income of $3.1 million or $0.07 per diluted share
     
  Adjusted EBITDA of $11.8 million
     
  Dispenser sell-thru units of 158,000
     
  U.S. Exchange same-store sales unit growth accelerated to 13.3%

 

Full Year 201 8 Business Highlights:

 

  Net sales increased 5.6% to $302.1 million
     
  Dispenser net sales increased 20.4% to $49.0 million
     
  Exchange net sales increased 8.3% to $78.1 million
     
  Refill net sales increased 1.0% to $175.0 million
     
  Net loss of $54.8 million, or $1.47 per diluted share
     
  Adjusted net income of $16.0 million or $0.41 per diluted share
     
  Adjusted EBITDA increased 1.2% to $55.4 million
     
  Record sell-thru of dispenser units to 725,000, an increase of 10.1%
     
  U.S. Exchange same-store sales unit growth of 10.7%

 

(All comparisons above are with respect to the fourth quarter and full year ended December 31, 201 7 )

 

 

 

 

“We are pleased with our finish to 2018, as our marketing initiatives continued to help fuel our growth across sales channels. Our U.S. exchange same-store unit growth of over 13% exceeded our expectations and was driven by solid dispenser sell-thru resulting in new water households,” commented Matt Sheehan, Primo Water’s President and Chief Executive Officer.  “In 2019, we believe our operational and marketing focus, combined with robust industry tailwinds, position us well for continued growth.  We remain confident in our ability to generate value for all of our shareholders.”

 

Fourth Quarter Results

 

Net sales increased to $70.9 million from $68.3 million for the prior year quarter, as a result of growth in both the Dispenser and Exchange segments, partially offset by a slight decrease in the Refill segment. Dispenser segment net sales increased 20.3% to $12.1 million from $10.1 million for the prior year quarter, driven by consumer demand, or sell-thru of 158,000 units. Exchange net sales increased to $18.3 million from $16.8 million for the prior year quarter, driven by an acceleration in growth of U.S. same-store unit sales to 13.3%. Refill net sales decreased to $40.5 million from $41.4 million for the prior year quarter, primarily due to lower sales volumes, partially offset by an increase in price.

 

Gross margin percentage was 28.0%, compared to 28.7% for the prior year quarter, due primarily to the higher mix of dispenser sales in the quarter compared to the prior year quarter, as well as an increase in promotional activities. Selling, general and administrative (SG&A) expenses were $9.1 million, or 12.8% as a percentage of net sales, compared to $8.0 million, or 11.7% as a percentage of net sales, for the prior year quarter, primarily due to an increase in marketing and advertising spending, which we believe will drive long-term growth, as well as increases in employee-related costs and bad debt expense related to a retail partner bankruptcy, partially offset by a decrease in non-cash, stock compensation expense.

 

Interest expense decreased to $2.5 million from $5.1 million for the prior year quarter. The decrease was primarily due to the impact of the refinancing of our outstanding indebtedness in June 2018, which resulted in lower indebtedness and lower interest rates under the current credit facility compared to the prior credit arrangements.

 

U.S. GAAP net income was $1.7 million, or $0.04 per diluted share, compared to $3.0 million, or $0.09 per diluted share in the prior year quarter. Adjusted net income, a non-U.S. GAAP measure, was $3.1 million, or $0.07 per diluted share, compared to adjusted net income of $0.5 million, or $0.01 per diluted share, for the prior year quarter.

 

Adjusted EBITDA, a non-U.S. GAAP measure, was $11.8 million compared to $12.9 million in the prior year quarter.

 

Full Year 201 8 Results

 

Net sales increased to $302.1 million from $286.1 million for the prior year, with growth in all three segments – Dispensers, Exchange and Refill. Dispenser segment net sales increased 20.4% to $49.0 million from $40.7 million for the prior year, primarily due to sell-thru, which increased 10.1% to 725,000 units for 2018. Exchange net sales increased 8.3% to $78.1 million from $72.1 million for the prior year, driven by a 10.7% increase in U.S. same-store unit sales. Refill net sales increased to $175.0 million from $173.2 million for the prior year.

 

 

 

 

Gross margin percentage was 28.7%, compared to 29.1% for the prior year due primarily to a higher mix of dispenser sales and an increase in promotional activities when compared to 2017. SG&A increased to $35.2 million from $34.7 million in the prior year. As a percentage of net sales, SG&A decreased to 11.7% from 12.1% for the prior year. The increase in SG&A dollars was primarily due to an increase in marketing and advertising spend and the impact related to a retail partner bankruptcy, partially offset by a decrease in non-cash, stock-based compensation expense.

 

During the third quarter of 2018, we announced the plan to move forward with one brand in Refill and discontinue the Glacier brand. This will bring the Primo brand to all our Refill locations in the next two years. The Glacier brand was obtained through Primo’s December 2016 acquisition of Glacier Water. As a result of the decision to discontinue the use of this brand, we recorded one-time non-cash impairment charges totaling $63.2 million during the year ended December 31, 2018 to reduce the carrying value of the assets to the estimated fair value. During 2018, additional non-cash impairment charges totaling $4.6 million were recorded related to the reduction of the carrying value of our ice assets held-for-sale to their estimated fair value.

 

U.S. GAAP net loss was $54.8 million, or $1.47 per diluted share, compared to a net loss of $6.4 million, or $0.19 per diluted share for the prior year. Adjusted net income, a non-U.S. GAAP measure, was $16.0 million, or $0.41 per diluted share, compared to adjusted net income of $7.2 million, or $0.21 per diluted share, for the prior year.

 

Adjusted EBITDA, a non-U.S. GAAP measure, increased 1.2% to $55.4 million from $54.7 million for the prior year.

 

201 9 Outlook

 

We expect net sales for the full year 2019 to be in the range of $315.0 million to $325.0 million, and adjusted EBITDA for the full year to be in the range of $60.0 to $63.0 million.

 

For the first quarter of 2019, we expect net sales of $67.8 million to $70.8 million and adjusted EBITDA of $9.0 million to $10.0 million.

 

We do not provide guidance for the most directly comparable GAAP measure to adjusted EBITDA, net income, and similarly cannot provide a reconciliation between our forecasted adjusted EBITDA and net income metrics without unreasonable effort due to the unavailability of reliable estimates, which include interest expense and non-recurring and acquisition-related costs. These items, among others, are not within our control and may vary greatly between periods and could significantly impact future financial results.

 

Conference Call and Webcast

 

Primo will host a conference call with Matt Sheehan, President and Chief Executive Officer and David Mills, Chief Financial Officer, to discuss its financial results at 4:30 p.m. ET today, March 5, 2019. 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 March 19, 2019. In addition, listeners may dial (866) 712-2329 in North America, and international listeners may dial (253) 237-1244.

 

About Primo Water Corporation

 

Primo Water Corporation (Nasdaq: PRMW) is an environmentally and ethically responsible company with a purpose of inspiring healthier lives through better water. Primo is North America's leading single source provider of water dispensers, multi-gallon purified bottled water, and self-service refill drinking water. Primo’s Dispensers, Exchange and Refill products are available in over 45,000 retail locations and online throughout the United States and Canada. For more information and to learn more about Primo Water, please visit our website 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; our belief that our operational and marketing focus, combined with robust industry tailwinds, position us well for continued growth; our confidence in our ability to generate value for all of our shareholders; our belief that an increase in marketing and advertising spending will drive long-term growth; and statements regarding our plan to move forward with one brand in Refill, discontinue the Glacier brand, and to bring the Primo brand to all of our Refill locations in the next two years. These statements can otherwise be identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "feel," "forecast," "intend," "may," "plan," "potential," “predict,” "project," “seek,” "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 loss of major retail customers of the Company or the reduction in volume or change in timing of purchases by major retail customers; the consolidation of retail customers and disruption of the retail business model; lower than anticipated consumer and retailer acceptance of and demand for the Company's products and services; difficulties realizing expected growth in Refill sales volume and net sales from recently discovered insights related to downtime of certain Refill machines, and the potential that an increase in Refill prices will be offset by lower Refill sales volume; the highly competitive environment in which we operate and the entry of a competitor with greater resources into the marketplace; risks that we may continue to incur operating losses in the future; competition and other business conditions in the water and water dispenser industries in general; adverse changes in the Company's relationships with its independent bottlers, distributors and suppliers in its Exchange business; the potential that our distributors do not perform to our retailers’ expectations, that we may have difficulty managing our distributor operations or that we or our distributors are not able to manage our growth effectively; our inability to obtain capital when desired on favorable terms, if at all, and the potential dilution such capital acquisition may have on our existing stockholders; the loss of key Company personnel; risks related to fluctuations in currency exchange rates and international political uncertainties, particularly with China; risks associated with the Company’s potential expansion into international markets, and our recent entrance into a partnership with a third party in Mexico related to Mexico refill operations, that could be harmful to our business and operations; recently imposed tariffs that cover certain of our products, the potential for increases in existing tariffs or new tariffs, which may materially adversely affect our business, and other potential changes in international trade relations implemented by the U.S. presidential administration; risks related to contamination of the water we sell; the risks posed to our Refill business by electrical outages, localized municipal tap water system shut-downs, “boil water” directives or increases in the cost of electricity or municipal tap water; the misuse of components of our Dispensers by end users; interruption or disruption of our supply chain, distribution channels, bottling and distribution network or third-party service providers; the Company’s experiencing product liability, product recall or higher than anticipated rates of sales returns associated with product quality or safety issues; dependence on key management information systems; risks related to cyber breaches, cybersecurity lapses or a failure or corruption of one or more of our key information technology systems, networks, processes, associated sites or service providers, and our ability to maintain confidential or credit card information of third parties or other private data relating to the Company, its employees or any third party; changes related to the phase-out of LIBOR; risks related to inventory loss and theft of inventory and cash; the impact of impairment of intangibles on our results of operations; risks related to the brand unification in our Refill segment; our ability to effectively implement certain strategic marketing and brand activation strategies, the incurrence of potentially significant and unanticipated costs, resources and time associated with the development and implementation of new marketing and brand activation strategies, and the risk that such strategies are ultimately ineffective; our ability to build and maintain our brand image and corporate reputation; 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; general economic conditions; the possible adverse effects that decreased discretionary consumer spending may have on the Company’s business; risks related to acquisitions and investments in new product lines, business or technologies; risks related to activist stockholders, including the incurrence of substantial costs, diversion of management’s attention and resources and the related impacts on our business; changes in the regulatory framework governing the Company's business; significant liabilities or costs associated with litigation or other legal proceedings; the possibility that our ability to use our net operating loss carryforwards in the United States may be limited; the restrictions imposed upon our business as a result of the restrictive covenants contained in our credit agreements; the Company’s inability to comply with its covenants in its credit facility; the possibility that we may fail to generate sufficient cash flow to service our debt obligations; the negative effects that global capital and credit market issues may have on our liquidity; the costs of borrowing on our operations 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 to be filed on March 6, 2019 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.

 

 

 

 

Use of Non-U.S. GAAP Financial Measures

 

To supplement its financial statements, the Company provides investors with information related to adjusted EBITDA and adjusted net income, 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 net (loss) income before depreciation and amortization; interest expense, net; income tax benefit; change in fair value of warrant liability; non-cash, stock-based compensation expense; special items; and impairment charges and other. Adjusted net income is defined as net (loss) income less income tax benefit; change in fair value of warrant liability; non-cash, stock-based compensation expense; special items; impairment charges and other; and debt refinancing costs. The Company believes these non-U.S. GAAP financial measures provide useful information to management, investors and financial analysts 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 are subject to inherent limitations.

 

 

FINANCIAL TABLES TO FOLLOW

 

 

 

 

Primo Water Corporation

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

 

   

Three Months Ended

   

Years Ended

 
   

December 31,

   

December 31,

 
   

2018

   

2017

   

2018

   

2017

 
                                 

Net sales

  $ 70,881     $ 68,312     $ 302,112     $ 286,074  

Operating costs and expenses:

                               

Cost of sales

    51,040       48,712       215,502       202,878  

Selling, general and administrative expenses

    9,057       7,997       35,226       34,701  

Special items

    136       277       762       7,860  

Depreciation and amortization

    6,197       7,129       24,562       26,698  

Impairment charges and other

    213       (9 )     68,397       (99 )

Total operating costs and expenses

    66,643       64,106       344,449       272,038  

Income (loss) from operations

    4,238       4,206       (42,337 )     14,036  

Interest expense, net

    2,508       5,147       21,417       20,324  

Change in fair value of warrant liability

                      3,220  

Income (loss) before income taxes

    1,730       (941 )     (63,754 )     (9,508 )

Income tax benefit

          (3,972 )     (8,907 )     (3,149 )

Net income (loss)

  $ 1,730     $ 3,031     $ (54,847 )   $ (6,359 )
                                 

Earnings (loss) per common share:

                               

Basic

  $ 0.04     $ 0.09     $ (1.47 )   $ (0.19 )

Diluted

  $ 0.04     $ 0.09     $ (1.47 )   $ (0.19 )
                                 

Weighted average shares used in computing earnings (loss) per share:

                               

Basic

    40,408       33,645       37,418       33,258  

Diluted

    41,273       34,780       37,418       33,258  

 

 

 

 

Primo Water Corporation

Segment Information

(Unaudited; in thousands)

 

   

Three Months Ended

   

Years Ended

 
   

December 31,

   

December 31,

 
   

2018

   

2017

   

2018

   

2017

 

Segment net sales:

                               

Refill

  $ 40,454     $ 41,425     $ 174,996     $ 173,241  

Exchange

    18,296       16,801       78,072       72,101  

Dispensers

    12,131       10,086       49,044       40,732  

Total net sales

  $ 70,881     $ 68,312     $ 302,112     $ 286,074  
                                 

Segment income (loss) from operations:

                               

Refill

  $ 11,092     $ 11,529     $ 51,135     $ 47,146  

Exchange

    5,097       4,862       22,663       21,434  

Dispensers

    1,401       812       3,710       3,469  

Corporate

    (6,806 )     (5,600 )     (26,124 )     (23,554 )

Special items

    (136 )     (277 )     (762 )     (7,860 )

Depreciation and amortization

    (6,197 )     (7,129 )     (24,562 )     (26,698 )

Impairment charges and other

    (213 )     9       (68,397 )     99  
    $ 4,238     $ 4,206     $ (42,337 )   $ 14,036  
                                 

Segment gross margin:

                               

Refill

    31.1 %     31.9 %     32.7 %     31.9 %

Exchange

    30.4 %     31.4 %     31.4 %     32.2 %

Dispensers

    13.9 %     10.9 %     9.8 %     11.8 %

Total gross margin

    28.0 %     28.7 %     28.7 %     29.1 %
                                 

Other:

                               

Exchange U.S. same-store unit growth

    13.3 %     6.1 %     10.7 %     6.2 %
                                 

Refill five-gallon equivalent units

    22,192       24,888       96,141       107,871  

Exchange five-gallon equivalent units

    3,845       3,507       16,053       14,587  
                                 

Sell-thru of Dispenser units

    158       178       725       659  

 

 

 

 

Primo Water Corporation

Consolidated Balance Sheets

(Unaudited; In thousands, except par value data)

 

   

December 31,

   

December 31,

 
   

2018

   

2017

 
                 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 7,301     $ 5,586  

Accounts receivable, net

    19,179       18,015  

Inventories

    9,965       6,178  

Prepaid expenses and other current assets

    7,004       3,409  

Total current assets

    43,449       33,188  
                 

Bottles, net

    4,618       4,877  

Property and equipment, net

    95,627       100,692  

Intangible assets, net

    78,671       144,555  

Goodwill

    91,814       92,934  

Investment in Glacier securities ($0 and $3,881 available-for-sale, at fair value at December 31, 2018 and 2017, respectively)

          6,510  

Other assets

    661       997  

Assets held-for-sale at fair value

    5,288        

Total assets

  $ 320,128     $ 383,753  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               

Current liabilities:

               

Accounts payable

  $ 25,191     $ 18,698  

Accrued expenses and other current liabilities

    8,274       9,878  

Current portion of long-term debt and capital leases

    11,159       3,473  

Total current liabilities

    44,624       32,049  
                 

Long-term debt and capital leases, net of current portion and debt issuance costs

    178,966       269,793  

Deferred tax liability, net

          8,455  

Other long-term liabilities

    607       1,985  

Liabilities held-for-sale at fair value

    1,438        

Total liabilities

    225,635       312,282  
                 

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, 38,567 and 30,084 shares issued and outstanding at December 31, 2018 and 2017, respectively

    39       30  

Additional paid-in capital

    424,635       345,963  

Accumulated deficit

    (328,599 )     (273,752 )

Accumulated other comprehensive loss

    (1,582 )     (770 )

Total stockholders’ equity

    94,493       71,471  

Total liabilities and stockholders’ equity

  $ 320,128     $ 383,753  

 

 

 

 

Primo Water Corporation

Consolidated Statements of Cash Flows

(Unaudited; in thousands)

 

   

Years Ended December 31,

 
   

2018

   

2017

 

Cash flows from operating activities:

               

Net loss

  $ (54,847 )   $ (6,359 )

Adjustments to reconcile net loss to net cash provided by operating activities:

               

Depreciation and amortization

    24,562       26,698  

Impairment charges and other

    68,397       (99 )

Gain on Omnifrio settlement

          (1,191 )

Stock-based compensation expense

    3,683       5,761  

Non-cash interest expense (income)

    2,639       (69 )

Change in fair value of warrant liability

          3,220  

Bad debt expense

    635       198  

Deferred income tax benefit

    (8,907 )     (3,149 )

Realized foreign currency exchange loss and other, net

    300       (65 )

Changes in operating assets and liabilities:

               

Accounts receivable

    (1,956 )     (4,636 )

Inventories

    (3,817 )     14  

Prepaid expenses and other current assets

    (3,162 )     (532 )

Accounts payable

    5,301       5,213  

Accrued expenses and other current liabilities

    (133 )     (7,430 )

Net cash provided by operating activities

    32,695       17,574  
                 

Cash flows from investing activities:

               

Purchases of property and equipment

    (20,382 )     (17,012 )

Purchases of bottles, net of disposals

    (3,116 )     (3,588 )

Proceeds from the sale of property and equipment

    278       209  

Proceeds from redemption of investment in Glacier securities

    6,277        

Acquisitions, net cash acquired

    (920 )     (65 )

Additions to intangible assets

    (88 )     (63 )

Net cash used in investing activities

    (17,951 )     (20,519 )
                 

Cash flows from financing activities:

               

Borrowings under Revolving Credit Facility

    18,600        

Payments under Revolving Credit Facility

    (15,600 )      

Borrowings under prior Revolving Credit Facility

    14,000       2,500  

Payments under prior Revolving Credit Facility

    (14,000 )     (2,500 )

Borrowings under Term loan

    190,000        

Payments under Term loan

    (4,750 )      

Payments under prior Term loan

    (184,140 )     (1,860 )

Payments upon redemption of Junior Subordinated Debentures

    (87,629 )      

Capital lease payments

    (1,566 )     (1,782 )

Proceeds from common stock issuance, net of costs

    70,791        

Proceeds from warrant exercises, net

    12,176       88  

Stock option and employee stock purchase activity

    1,827       1,263  

Payments for taxes related to net share settlement of equity awards

    (11,017 )     (4,459 )

Debt issuance costs and other

    (1,676 )     (269 )

Net cash used in financing activities

    (12,984 )     (7,019 )

Effect of exchange rate changes on cash and cash equivalents

    (45 )     (36 )

Net increase (decrease) in cash and cash equivalents

    1,715       (10,000 )

Cash and cash equivalents, beginning of year

    5,586       15,586  

Cash and cash equivalents, end of period

  $ 7,301     $ 5,586  

 

 

 

 

Primo Water Corporation

Non-GAAP EBITDA and Adjusted EBITDA Reconciliation

(Unaudited; in thousands)

 

   

Three Months Ended

   

Years Ended

 
   

December 31,

   

December 31,

 
   

2018

   

2017

   

2018

   

2017

 

Net income (loss)

  $ 1,730     $ 3,031     $ (54,847 )   $ (6,359 )

Depreciation and amortization

    6,197       7,129       24,562       26,698  

Interest expense, net

    2,508       5,147       21,417       20,324  

Income tax benefit

          (3,972 )     (8,907 )     (3,149 )

EBITDA

    10,435       11,335       (17,775 )     37,514  

Change in fair value of warrant liability

                      3,220  

Non-cash, stock-based compensation expense

    973       1,150       3,683       5,761  

Special items (1)

    136       277       762       7,860  

Impairment charges and other

    264       186       68,708       360  

Adjusted EBITDA

  $ 11,808     $ 12,948     $ 55,378     $ 54,715  

 

 

 

 

Primo Water Corporation

Non-GAAP Adjusted Net Income

(Unaudited; in thousands, except per share amounts)

 

   

Three Months Ended

   

Years Ended

 
   

December 31,

   

December 31,

 
   

2018

   

2017

   

2018

   

2017

 
                                 

Net income (loss)

  $ 1,730     $ 3,031     $ (54,847 )   $ (6,359 )

Income tax benefit

          (3,972 )     (8,907 )     (3,149 )

Income (loss) before income taxes

    1,730       (941 )     (63,754 )     (9,508 )

Change in fair value of warrant liability

                      3,220  

Non-cash, stock-based compensation expense

    973       1,150       3,683       5,761  

Special items (1)

    136       277       762       7,860  

Impairment charges and other

    213       (9 )     68,397       (99 )

Debt refinancing costs

                6,864        

Adjusted net income

  $ 3,052     $ 477     $ 15,952     $ 7,234  
                                 

Adjusted earnings per share:

                               

Basic

  $ 0.08     $ 0.01     $ 0.43     $ 0.22  

Diluted

  $ 0.07     $ 0.01     $ 0.41     $ 0.21  
                                 

Weighted average shares used in computing adjusted earnings per share:

                               

Basic

    40,408       33,645       37,418       33,258  

Diluted

    41,273       34,780       38,531       34,542  

 

(1) Within “Special items” are certain expense items resulting from acquisitions and other charges which we do not believe to be indicative of our core operations, or we believe are significant to our current operating results warranting separate classification. These charges generally include (i) expenses related to our acquisition of Glacier Water Services, Inc. in December 2016; (ii) non-recurring expenses associated with our strategic alliance agreement with DS Services of America, Inc. and related business transformation; (iii) legal settlements of a non-recurring nature and (iv) other non-recurring income and expenses associated with restructuring and other costs.

 

Exhibit 99.2

 


Contact:

Primo Water Corporation

David Mills, Chief Financial Officer

(336) 331-4000

 

ICR Inc.

Katie Turner

(646) 277-1228

 

Primo Water Appoints Emma Battle to the Board of Directors

 

WINSTON-SALEM, N.C., March 4, 2019 -- Primo Water Corporation (Nasdaq: PRMW) today announces the appointment of Emma S. Battle as a new independent director to its Board of Directors.

 

“Following an extensive search for highly qualified independent candidates, we are delighted that Emma will be joining our Board of Directors,” commented Billy Prim, Executive Chairman of the Board of Primo. “She is an excellent complement to our existing Board’s skill set, bringing demonstrated and relevant industry experience and strategic acumen to the table. Our Board looks forward to leveraging her robust experience as an e-commerce, digital and online marketing executive as we continue to advance our core values and strategic priorities.”

 

Ms. Battle is currently the President and Chief Executive Officer of MarketVigor, LLC, a strategic consulting, e-commerce marketing and digital analytics firm. She also serves as the President and Chief Executive Officer of Higher Education Works, a non-profit organization that advocates for support of North Carolina public universities and community colleges. She previously served as the President and Chief Operating Officer of CRISP Agency, a digital advertising agency, before which she served in executive and senior marketing and sales roles at Red Hat, Inc. and Hanesbrands Inc. She also holds a BA in Economics from Duke University and a MBA from Harvard Business School. Ms. Battle commented, “Primo is revolutionizing the way water is consumed in an environmentally and ethically responsible manner. I’ve enjoyed engaging with members of the Board since last summer, and am excited to join a hard-working group of directors focused on creating value for shareholders over the long-term.”

 

Susan Cates, Lead Independent Director of the Board, added, “It’s a pleasure to welcome Emma as a new independent director to our Board – our fourth new director added over the past five years. She is an analytical and innovative professional, who we believe will provide tremendous insight and perspectives to Primo. We are also very appreciative of the valuable input and support received from our shareholders during our director candidate evaluation process.”

 

About Primo Water Corporation

 

Primo Water Corporation (Nasdaq: PRMW) is an environmentally and ethically responsible company with a purpose of inspiring healthier lives through better water. Primo is North America's leading single source provider of water dispensers, multi-gallon purified bottled water, and self-service refill drinking water. Primo’s Dispensers, Exchange and Refill products are available in over 45,000 retail locations and online throughout the United States and Canada. For more information and to learn more about Primo Water, please visit our website at www.primowater.com .