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 1, 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)

 

(IRS 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 (see General Instruction A.2. below):

 

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. ☐

 

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 Stock, par value $0.001 per share

PRMW

The Nasdaq Stock Market LLC

 

 



 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On November 5, 2019, Primo Water Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2019. 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; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Termination of President and Chief Executive Officer

 

Effective November 1, 2019, Matthew T. Sheehan was terminated as President and Chief Executive Officer of the Company. In connection with his termination, Mr. Sheehan resigned as a member of the Company’s Board of Directors (the “Board”).

 

Appointment of Interim President and Chief Executive Officer

 

On November 1, 2019, the Company appointed its Executive Chairman, Billy D. Prim, to serve as Interim President and Chief Executive Officer, effective upon Mr. Sheehan’s termination. Mr. Prim founded the Company in 2004, has served on the Board since inception and has served as Executive Chairman since June 2017. Previously, Mr. Prim was the Company’s Chairman and Chief Executive Officer. Mr. Prim will remain Executive Chairman of the Board. Mr. Prim’s current amended and restated employment agreement will remain in full force and effect.

 

Item 7.01 Regulation FD

 

On November 5, 2019, the Company issued a press release announcing the matters set forth in Item 5.02 of this Form 8-K. A copy of this press release is furnished herewith as Exhibit 99.2 to this report.

 

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of 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 9.01 Financial Statements and Exhibits
   

Exhibit No.

Description

 

99.1

Press release dated November 5, 2019, furnished herewith

 

99.2

Press release dated November 5, 2019, furnished herewith

 

 

 

 

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

   

Date: November 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 Third Quarter Financial Results

 

Reports Third Quarter 2019 Net Sales Growth of 6.4%, at High-End of Company Expectations

 

WINSTON-SALEM, N.C., November 5, 2019 -- Primo Water Corporation (Nasdaq: PRMW) today reported financial results for the third quarter and nine months ended September 30, 2019. In a separate press release issued today, the Company also announced that Matt Sheehan was terminated as President and Chief Executive Officer and that Billy D. Prim, the Company’s Founder, Executive Chairman, and former Chairman & CEO, has been appointed Interim President and CEO, effective immediately.

 

Business Highlights:

 

 

Net sales increased 6.4% to $87.0 million

 

 

Adjusted net sales, excluding ice results, increased 10.5%

 

 

Exchange net sales increased 12.7% to a record $24.2 million

 

 

Dispenser net sales increased 53.1% to a record $18.3 million

 

 

U.S. Exchange same-store-sales unit growth of 18.3%

 

 

Record Dispenser sell-thru units of 236,000

 

 

(All comparisons above are with respect to the third quarter ended September 30, 2018)

 

“We generated another quarter of growth in sales fueled by stronger than expected results in our Dispenser and Exchange businesses,” commented Billy D. Prim, Primo Water’s Executive Chairman, Interim President and CEO.  “The consistent sales growth in both Dispensers and Exchange along with an improving Refill business gives us confidence in future sales growth. Our adjusted EBITDA miss is unacceptable, especially in light of this top-line performance, and we are re-committing ourselves to better management of the controllable aspects of our business to drive sustainable and profitable growth and value for our shareholders.”

 

 

 

 

Third Quarter Results

 

Net sales increased 6.4% to $87.0 million from $81.8 million for the prior year quarter, at the high-end of the Company’s quarterly guidance. Net sales adjusted for the June 2019 sale of the Company’s Ice assets (“Adjusted Net Sales”) increased 10.5% to $87.0 million from $78.7 million for the prior year quarter.

 

Dispenser segment net sales increased 53.1% to $18.3 million from $11.9 million for the prior year quarter, driven by record consumer demand, or sell-thru of 236,000 units, as well as the timing of shipments as retailers prepare for fourth quarter promotions.

 

Exchange net sales increased 12.7% to $24.2 million from $21.5 million for the prior year quarter, driven by continued strength in U.S. same-store unit sales, which increased to a 2019 high of 18.3%.

 

Refill net sales were $44.5 million compared to $48.3 million for the prior year quarter, primarily due to the sale of the Company’s Ice assets. Adjusted Net Sales for Refill, excluding the Ice results, decreased 1.8% due to fewer locations and lower overall sales volumes.

 

Gross margin percentage was 25.6%, compared to 28.7% for the prior year quarter. The decrease was a result of the increase in sales mix for Dispensers, which represented 21.0% of total sales compared to 14.6% in the prior year quarter, as well as lower margins in Refill and Exchange. Dispenser gross margin for the quarter decreased to 3.5% from 5.2% primarily as a result of changes in product and customer mix. Exchange gross margin decreased to 29.8% from 31.1%, primarily related to the increased investments in the free water program. Refill gross margin for the quarter decreased to 32.4% from 33.4%, primarily the result of the lower volume and incremental operating costs related to addressing downtime.

 

Selling, general and administrative (“SG&A”) expenses increased to $8.0 million from $7.4 million for the prior year quarter, primarily due to increased non-cash, stock-based compensation. Adjusted SG&A, excluding non-cash, stock-based compensation, decreased 4.3% to $7.0 million or 8.1% of net sales, from $7.3 million or 9.0% of net sales for the prior year quarter.

 

Interest expense increased to $3.4 million from $2.5 million for the prior year quarter. The increase was due primarily to a $0.8 million non-cash charge related to the change in fair market value of an interest rate swap.

 

Net income was $2.6 million, or $0.06 per diluted share, compared to a net loss of $58.2 million, or $1.45 per diluted share in the prior year quarter. The prior year quarter was impacted by $67.9 million of impairment losses. Adjusted net income, a non-U.S. GAAP measure, was $4.3 million, or $0.10 per diluted share, compared to adjusted net income of $7.5 million, or $0.18 per diluted share, for the prior year quarter.

 

Adjusted EBITDA, a non-U.S. GAAP measure, was $15.4 million compared to $16.2 million for the prior year quarter.

 

Outlook

 

For the full year 2019, the Company now expects net sales of $312.0 million to $316.0 million and adjusted EBITDA of $50.0 million to $52.0 million for the full year, based on its third quarter results and trends and continued investment in promotional activities for the fourth quarter.

 

For the fourth quarter of 2019, the Company expects net sales of $75.7 million to $79.7 million and adjusted EBITDA of $11.5 million to $13.5 million.

 

 

 

 

The Company does not provide guidance for the most directly comparable GAAP measure to adjusted EBITDA, net income, and similarly cannot provide a reconciliation between its forecasted adjusted EBITDA and net income metrics without unreasonable effort due to the unavailability of reliable estimates, which include interest expense and special items. These items, among others, are not within the Company’s control and may vary greatly between periods and could significantly impact future financial results.

 

CEO Transition

 

The Board has retained a leading global executive search firm to assist the Board in identifying a CEO with the capabilities and experience aligned with the Company’s strategic priorities.

 

Conference Call and Webcast

 

The Company will host a conference call with Susan Cates, Lead Independent Director, Billy Prim, Executive Chairman, Interim President and CEO, and David Mills, Chief Financial Officer, to discuss its leadership transition and financial results at 4:30 p.m. ET today, November 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 November 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 the 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, including the impact thereon of third quarter results and trends and continued investment in promotional activities for the fourth quarter; our confidence in future sales growth and our re-commitment to better management of the controllable aspects of our business to drive sustainable and profitable growth and value for our shareholders. 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 inability to hire or a prolonged delay in hiring a new CEO; 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 operational issues related to downtime of certain Refill machines, and the potential that increases 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 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 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, adjusted net income, adjusted SG&A, adjusted net sales and adjusted net sales for Refill, 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; non-cash, stock-based compensation expense; special items; impairment charges and other; and debt refinancing costs. Adjusted SG&A is defined as SG&A less non-cash, stock-based compensation expense. Adjusted net sales is calculated as total net sales less net sales related to the ice assets sold in June 2019. Adjusted net sales for Refill is calculated as Refill segment net sales less net sales related to the ice assets sold in June 2019. 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 September 30,

   

Nine Months Ended September 30,

 
   

2019

   

2018

   

2019

   

2018

 
                                 

Net sales

  $ 86,967     $ 81,770     $ 236,275     $ 231,231  

Operating costs and expenses:

                               

Cost of sales

    64,694       58,312       174,418       164,462  

Selling, general and administrative expenses

    8,007       7,369       27,105       26,169  

Special items

    827       139       2,240       626  

Depreciation and amortization

    7,657       6,194       21,499       18,365  

Impairment charges and other

    (217 )     67,940       109       68,184  

Total operating costs and expenses

    80,968       139,954       225,371       277,806  

Income (loss) from operations

    5,999       (58,184 )     10,904       (46,575 )

Interest expense, net

    3,378       2,465       8,680       18,909  

Income (loss) before income taxes

    2,621       (60,649 )     2,224       (65,484 )

Income tax benefit

          (2,411 )           (8,907 )

Net income (loss)

  $ 2,621     $ (58,238 )   $ 2,224     $ (56,577 )
                                 

Earnings (loss) per common share:

                               

Basic

  $ 0.06     $ (1.45 )   $ 0.06     $ (1.55 )

Diluted

  $ 0.06     $ (1.45 )   $ 0.05     $ (1.55 )
                                 

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

                               

Basic

    40,515       40,072       40,400       36,410  

Diluted

    41,112       40,072       41,096       36,410  

 

 

 

 

Primo Water Corporation

Segment Information

(Unaudited; in thousands)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2019

   

2018

   

2019

   

2018

 

Segment net sales:

                               

Refill

  $ 44,475     $ 48,330     $ 125,076     $ 134,542  

Exchange

    24,234       21,513       64,590       59,777  

Dispensers

    18,258       11,927       46,609       36,912  
    $ 86,967     $ 81,770     $ 236,275     $ 231,231  
                                 

Segment income from operations:

                               

Refill

  $ 12,813     $ 14,565     $ 34,373     $ 40,043  

Exchange

    6,668       6,274       18,030       17,567  

Dispensers

    175       323       1,884       2,309  

Corporate

    (5,390 )     (5,073 )     (19,535 )     (19,319 )

Special items

    (827 )     (139 )     (2,240 )     (626 )

Depreciation and amortization

    (7,657 )     (6,194 )     (21,499 )     (18,365 )

Impairment charges and other

    217       (67,940 )     (109 )     (68,184 )
    $ 5,999     $ (58,184 )   $ 10,904     $ (46,575 )
                                 
                                 
                                 

Segment gross margin:

                               

Refill

    32.4 %     33.4 %     31.1 %     33.2 %

Exchange

    29.8 %     31.1 %     30.4 %     31.7 %

Dispensers

    3.5 %     5.2 %     7.1 %     8.5 %

Total gross margin

    25.6 %     28.7 %     26.2 %     28.9 %
                                 

Other:

                               

Exchange U.S. same-store unit growth

    18.3 %     10.4 %     15.2 %     9.9 %
                                 

Refill five-gallon equivalent units

    24,846       25,613       68,128       73,949  

Exchange five-gallon equivalent units

    5,143       4,469       13,710       12,355  
                                 

Sell-thru of Dispenser units

    236       187       639       567  
                                 

Locations:

                               

Refill (Excluding Ice)

    23,100       24,900                  

Exchange

    13,800       13,200                  

Dispensers

    8,700       7,300                  

Total (Excluding Ice)

    45,600       45,400                  

 

 

 

 

Primo Water Corporation

Condensed Consolidated Balance Sheets

(Unaudited; in thousands, except par value data)

 

   

September 30,

   

December 31,

 
   

2019

   

2018

 
   

(unaudited)

         

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 2,021     $ 7,301  

Accounts receivable, net

    27,026       19,179  

Inventories

    11,878       9,965  

Prepaid expenses and other current assets

    7,425       7,004  

Total current assets

    48,350       43,449  
                 

Bottles, net

    5,738       4,618  

Property and equipment, net

    108,162       95,627  

Operating lease right-of-use assets

    5,006        

Intangible assets, net

    74,469       78,671  

Goodwill

    94,746       91,814  

Note receivable, net of current portion

    3,094        

Other assets

    663       661  

Assets held-for-sale at fair value

          5,288  

Total assets

  $ 340,228     $ 320,128  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               

Current liabilities:

               

Accounts payable

  $ 31,583     $ 25,191  

Accrued expenses and other current liabilities

    9,241       8,274  

Current portion of long-term debt and finance leases

    11,562       11,159  

Total current liabilities

    52,386       44,624  
                 

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

    186,638       178,966  

Operating leases, net of current portion

    3,192        

Other long-term liabilities

    1,157       607  

Liabilities held-for-sale at fair value

          1,438  

Total liabilities

    243,373       225,635  
                 

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, 39,228 and 38,567 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively

    39       39  

Additional paid-in capital

    424,935       424,635  

Accumulated deficit

    (326,702 )     (328,599 )

Accumulated other comprehensive loss

    (1,417 )     (1,582 )

Total stockholders’ equity

    96,855       94,493  

Total liabilities and stockholders’ equity

  $ 340,228     $ 320,128  

 

 

 

 

Primo Water Corporation

Consolidated Statements of Cash Flows

(Unaudited; in thousands)

 

   

Nine Months Ended September 30,

 
   

2019

   

2018

 

Cash flows from operating activities:

               

Net income (loss)

  $ 2,224     $ (56,577 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

               

Depreciation and amortization

    21,499       18,365  

Impairment charges and other

    109       68,184  

Stock-based compensation expense

    3,479       2,710  

Non-cash interest expense

    1,005       2,547  

Bad debt expense

    78       170  

Deferred income tax benefit

          (8,907 )

Realized foreign currency exchange (gain) loss and other, net

    (364 )     338  

Changes in operating assets and liabilities:

               

Accounts receivable

    (7,886 )     (5,724 )

Inventories

    (1,907 )     (3,431 )

Prepaid expenses and other current assets

    (185 )     (618 )

Operating lease right-of-use assets

    862        

Book overdraft

    1,144       1,023  

Accounts payable

    4,832       6,523  

Accrued expenses and other current liabilities

    (1,004 )     (796 )

Operating lease liabilities

    (816 )      

Net cash provided by operating activities

    23,070       23,807  
                 

Cash flows from investing activities:

               

Purchases of property and equipment, net

    (18,484 )     (14,200 )

Purchases of bottles, net of disposals

    (3,314 )     (1,596 )

Proceeds from the sale of property and equipment

    855       227  

Proceeds from the sale of Ice Assets

    400        

Proceeds from redemption of investment in Glacier securities

          6,277  

Acquisitions, net cash acquired

    (6,283 )      

Additions to intangible assets

    (29 )     (975 )

Net cash used in investing activities

    (26,855 )     (10,267 )
                 

Cash flows from financing activities:

               

Borrowings under Revolving Credit Facilities

    44,000       29,000  

Payments under Revolving Credit Facilities

    (33,000 )     (29,000 )

Borrowings under Term loans

          190,000  

Payments under Term loans

    (7,125 )     (186,515 )

Payments upon redemption of Junior Subordinated Debentures

          (87,629 )

Finance lease payments

    (2,219 )     (1,190 )

Proceeds from common stock issuance, net of costs

          70,791  

Proceeds from warrant exercises, net

    68       12,150  

Stock option and employee stock purchase activity

    762       1,589  

Payments for taxes related to net share settlement of equity awards

    (4,009 )     (11,013 )

Debt issuance costs and other

          (1,671 )

Net cash used in financing activities

    (1,523 )     (13,488 )
                 

Effect of exchange rate changes on cash and cash equivalents

    28       (8 )

Net (decrease) increase in cash and cash equivalents

    (5,280 )     44  

Cash and cash equivalents, beginning of year

    7,301       5,586  

Cash and cash equivalents, end of period

  $ 2,021     $ 5,630  
                 

Supplemental cash flow information:

               

Promissory note received in exchange for sale of ice assets

  $ 3,294     $  

Cash paid for interest

  $ 2,487     $ 2,340  

 

 

 

 

Primo Water Corporation

Non-GAAP EBITDA and Adjusted EBITDA Reconciliation

(Unaudited; in thousands)

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2019

   

2018

   

2019

   

2018

 
                                 

Net income (loss)

  $ 2,621     $ (58,238 )   $ 2,224     $ (56,577 )

Depreciation and amortization

    7,657       6,194       21,499       18,365  

Interest expense, net

    3,378       2,465       8,680       18,909  

Income tax benefit

          (2,411 )           (8,907 )

EBITDA

    13,656       (51,990 )     32,403       (28,210 )

Non-cash, stock-based compensation expense

    987       31       3,479       2,710  

Special items (1)

    827       139       2,240       626  

Impairment charges and other

    (119 )     68,044       405       68,444  

Adjusted EBITDA

  $ 15,351     $ 16,224     $ 38,527     $ 43,570  

 

 

 

 

Primo Water Corporation

Non-GAAP Adjusted Net Income

(Unaudited; in thousands, except per share amounts)

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2019

   

2018

   

2019

   

2018

 
                                 

Net income (loss)

  $ 2,621     $ (58,238 )   $ 2,224     $ (56,577 )

Income tax benefit

          (2,411 )           (8,907 )

Income (loss) before income taxes

    2,621       (60,649 )     2,224       (65,484 )

Non-cash, stock-based compensation expense

    987       31       3,479       2,710  

Special items (1)

    827       139       2,240       626  

Impairment charges and other

    (217 )     67,940       109       68,184  

Debt refinancing costs

                      6,864  

Adjusted net income

  $ 4,218     $ 7,461     $ 8,052     $ 12,900  
                                 

Adjusted earnings per share:

                               

Basic

  $ 0.10     $ 0.19     $ 0.20     $ 0.35  

Diluted

  $ 0.10     $ 0.18     $ 0.20     $ 0.34  
                                 

Weighted average shares used in computing adjusted earnings per share:

                               

Basic

    40,515       40,072       40,400       36,410  

Diluted

    41,112       41,084       41,096       37,605  

 

(1) Within “Special items” are certain expense items 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) acquisition-related expenses including fees payable to financial, legal, accounting and other advisors, (ii) expenses associated with restructuring and other costs, and (iii) activist investor-related expense, including fees payable to legal and other advisors.

 

 

 

 

Primo Water Corporation

Non-GAAP Adjusted SG&A as a percentage of Net Sales

(Unaudited; in thousands)

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2019

   

2018

   

2019

   

2018

 
                                 

Selling, general and administrative expenses

  $ 8,007     $ 7,369     $ 27,105     $ 26,169  

Less: Non-cash stock based compensation

    (987 )     (31 )     (3,479 )     (2,710 )

Adjusted selling, general and administrative expenses

  $ 7,020     $ 7,338     $ 23,626     $ 23,459  
                                 

Net sales

  $ 86,967     $ 81,770     $ 236,275     $ 231,231  
                                 

Adjusted selling, general and administrative expenses as a percentage of net sales

    8.1 %     9.0 %     10.0 %     10.1 %

 

 

Primo Water Corporation

Non-GAAP Adjusted Net Sales

(Unaudited; in thousands)

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2019

   

2018

   

2019

   

2018

 
                                 

Net sales

  $ 86,967     $ 81,770     $ 236,275     $ 231,231  

Less: Ice net sales

          (3,042 )     (2,654 )     (6,534 )

Adjusted net sales

  $ 86,967     $ 78,728     $ 233,621     $ 224,697  

 

 

Primo Water Corporation

Non-GAAP Adjusted Net Sales, Refill Segment

(Unaudited; in thousands)

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2019

   

2018

   

2019

   

2018

 
                                 

Refill segment net sales

  $ 44,475     $ 48,330     $ 125,076     $ 134,542  

Less: Ice net sales

          (3,042 )     (2,654 )     (6,534 )

Adjusted Refill segment net sales

  $ 44,475     $ 45,288     $ 122,422     $ 128,008  

 

 

Exhibit 99.2

 

 

Contact:

Primo Water Corporation

David Mills, Chief Financial Officer

(336) 331-4000

 

ICR Inc.

Katie Turner

(646) 277-1228

Primo Water Announces CEO Transition

 

Founder and Executive Chairman Billy Prim Appointed Interim CEO 

 

Matt Sheehan Terminated as President and CEO

 

Search for New CEO Already in Progress

 

WINSTON-SALEM, N.C., November 5, 2019 -- Primo Water Corporation (Nasdaq: PRMW) (“Primo Water”) today announced that Billy D. Prim, the Company’s Founder, Executive Chairman, and former Chairman & CEO, has been appointed Interim President and CEO, effective immediately. Matt Sheehan was terminated as President and CEO and has resigned as a member of the Primo Water Board of Directors (the “Board”).

 

“The Board of Directors is committed to enhancing stockholder value. When execution fell short of our expectations, we concluded it was time for a leadership change,” commented Susan Cates, Primo Water’s Lead Independent Director. “We remain confident in Primo Water’s ability to generate sustainable and profitable growth.”

 

As part of its CEO succession planning, the Board retained a leading global executive search firm several months ago to assist the Board in identifying a CEO with the capabilities and experience aligned with the Company's strategic priorities. The Board has appointed Mr. Prim to the additional roles of Interim President and CEO, while the search is ongoing. Mr. Prim founded Primo Water in 2004 and previously served as the Company’s Chairman and CEO. He brings to this interim role a deep understanding and appreciation of Primo Water’s business and extensive knowledge of the industry.

 

Ms. Cates continued, “On behalf of the Board, I want to thank Billy for returning in this interim role to guide the Company's efforts in revitalizing performance and maximizing long-term shareholder value.”

 

“I look forward to working with our talented team to deliver improved performance,” said Mr. Prim. “Our focus will be on continuing to grow our Exchange and Dispenser businesses, improving our Refill business and driving operational execution and organizational development while positioning Primo Water to achieve long-term profitable growth and improved value for shareholders.”

 

Conference Call and Webcast

 

In a separate press release issued today, the Company reported its third quarter financial results. The Company will host a conference call with Susan Cates, Lead Independent Director, Billy Prim, Executive Chairman, Interim President and CEO, and David Mills, Chief Financial Officer, to discuss its leadership transition and financial results at 4:30 p.m. ET today. 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 November 19, 2019. In addition, listeners may dial (866) 712-2329 in North America, and international listeners may dial (253) 237-1244.

 

 

 

 

About Billy D. Prim

 

Billy D. Prim founded Primo in 2004 and has served on the Board of Directors since inception and as Executive Chairman since June 2017. Previously, Mr. Prim was the Company’s Chairman and Chief Executive Officer. Prior to founding Primo, Mr. Prim founded Blue Rhino Corporation, a provider of propane cylinder exchange and complementary propane and non-propane products, in March 1994 and served as its Chief Executive Officer and Chairman of the Board. Mr. Prim led Blue Rhino’s initial public offering in May 1998 and remained its Chief Executive Officer until April 2004, when Blue Rhino was acquired by Ferrellgas Partners, L.P. (“Ferrellgas”), at which time he was elected to the board of directors of Ferrellgas on which he served until November 2008. Mr. Prim previously served on the board of directors of Southern Community Bank and Trust from 1996 through 2005, its previous parent company, Southern Community Financial Corporation, and Towne Park Ltd. Mr. Prim also serves on the Wake Forest School of Business Board of Visitors and the Wake Forest Institute for Regenerative Medicine Advisory Board.

 

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 those related to our ability to generate sustainable and profitable growth; Mr. Prim’s ability to guide the Company's efforts in revitalizing performance and maximizing long-term shareholder value and deliver improved performance; our focus on continuing to grow our Exchange and Dispenser businesses, improving our Refill business and driving operational execution and organizational development while positioning Primo Water to achieve long-term profitable growth and improved value for shareholders. 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 the 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 6, 2019 and its subsequent filings under the Securities Exchange Act of 1934. Forward-looking statements reflect our analysis as of the date of this press release. The Company does not undertake to revise these statements to reflect subsequent developments, other than as required by applicable securities laws.