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): May 8, 2012
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)
Registrants 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 8, 2012, Primo Water Corporation (the Company) issued a press release announcing its financial results for the quarter ended March 31, 2012. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in 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 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
The following exhibit is furnished herewith:
Exhibit No. |
Exhibit Description | |
99.1 | Press Release, dated May 8, 2012. |
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 8, 2012 | By: | /s/ Mark Castaneda | ||||
Name: | Mark Castaneda | |||||
Title: | Chief Financial Officer and Secretary |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
Date of Event Reported: | Commission File No: | |||
May 8, 2012 | 001-34850 |
PRIMO WATER CORPORATION
EXHIBIT INDEX
Exhibit No. |
Exhibit Description | |
99.1 | Press Release, dated May 8, 2012. |
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 Results for the First Quarter Ended March 31, 2012
WINSTON-SALEM, N.C., May 8, 2012 Primo Water Corporation (Nasdaq: PRMW), a leading provider of three- and five-gallon purified bottled water, self-serve filtered drinking water, water dispensers, sparkling beverage appliances and related consumables, today announced financial results for the first quarter ended March 31, 2012.
Business Highlights:
| Q1 sales increased to a record $19.8 million or by 15.4% compared to the prior year. GAAP EPS at $(0.16) and non-GAAP at $(0.05). |
| 24.1% increase in water dispenser unit sales to retailers compared to Q1 of the prior year and an acceleration of sell-thru sales with a 51.1% increase in unit sales to consumers at retail compared to Q1 of the prior year. |
| Q1 gross margin improved sequentially to 25.9% from 16.1% in Q4 of 2011. |
| Addition of 500 locations selling Primos appliances in Q1 for a total of 24,100 locations that offer water and/or appliances at the end of Q1. |
| Planned addition of 500 retail locations for Flavorstation in Q2. |
| Completed long-term financing of $35.2 million comprised of a $20 million revolving credit facility and $15.2 million term loan on April 30, 2012. |
First Quarter Results
Total net sales increased 15.4% to $19.8 million from $17.1 million in the first quarter of 2011. This increase was due to growth in both water and dispenser sales.
Water segment sales for the first quarter of 2012 increased 13.9% to $15.0 million compared to $13.1 million in the first quarter of 2011. Sales in the water segment consist of sales of multi-gallon purified bottled water (exchange) and self-serve filtered drinking water vending services (refill). The water segment sales improvement was primarily due to a 31.1% increase in exchange sales, driven by a 22.7% increase in U.S. exchange sales that resulted from new location growth and sn acceleration in same-store unit growth of 5.0% for the first quarter compared to 3.0% for the fourth quarter of 2011. Water net sales included $0.8 million and $0.2 million in net sales attributable to Canada Exchange for the first quarter of 2012 and 2011, respectively.
Sales in the dispenser segment for the first quarter of 2012 increased 20.9% to $4.8 million compared to $4.0 million in the first quarter of 2011. The increase was due primarily to new locations that offer dispensers as well as sell-thru growth at existing locations. Sell-through to consumers increased 51.1% compared to the first quarter of 2011 to a record 93,000 units. The Company believes that increased water dispenser penetration will lead to increased recurring water sales.
The following table sets forth information regarding locations where the Companys dispensers and water are sold as well as certain sales information.
1Q12 | 1Q11 | % Change | ||||||||||
Total locations (in thousands) |
24.1 | 20.1 | 19.9 | % | ||||||||
Dispenser locations (in thousands) |
7.4 | 5.5 | 34.5 | % | ||||||||
Dispenser units sold (in thousands) |
71.7 | 57.8 | 24.1 | % | ||||||||
Water Locations (in thousands) |
16.7 | 14.6 | 14.4 | % |
Gross margin increased to 25.9% for the first quarter from 16.1% for the fourth quarter of 2011 and decreased from the prior years margin of 29.3%. Gross margin in the water segment decreased to 34.9% compared to 36.6% in the same period in the prior year primarily due to a mix shift to greater sales from exchange, which generates lower margins than refill. Gross margin for the dispenser segment decreased to 1.0% from 5.3% in the prior year, primarily due to increased sales to lower-margin customers and increased manufacturing costs.
The GAAP net loss for the first quarter of 2012 was $(3.9) million or $(0.16) per share, compared to $(2.1) million or $(0.11) per share for the same period in the prior year. In addition, non-GAAP pro forma fully-taxed net loss was $(1.2) million or $(0.05) per share for the first quarter of 2012 compared to break-even for the same period in the prior year. The primary reasons for the decrease in non-GAAP earnings between the first quarter of 2012 and 2011 are a $0.5 million increase in costs related to the Flavorstation segment, a $0.7 million increase in depreciation and a $0.6 million increase in deferred loan costs related to refinancing the Companys debt. The primary differences between GAAP and non-GAAP results are debt restructuring costs, non-recurring and acquisition-related costs, non-cash stock-based compensation charges, amortization of intangible assets and the pro-forma impact of full income taxes. The Company does not expect to pay U.S. income taxes in the near future as it has sufficient net operating loss carryforwards to offset taxable income.
2
Financing Initiatives
The Company completed a long term financing agreement of $35.2 million consisting of a $20.0 million revolving credit line and a $15.2 million term loan on April 30, 2012.
Flavorstation
The Company expects to expand distribution of Flavorstation products at Lowes Home Improvement by adding 500 locations during the second quarter of 2012. The Company continues to expect expanded distribution for its Flavorstation products in the third and fourth quarters of 2012.
Guidance
The Company continues to expect full year 2012 net sales to increase 40% to 50% to a range of $118.0 to $126.0 million. Full year 2012 GAAP net income per share has been revised to a range of $(0.17) to $(0.20) and non-GAAP full-year 2012 pro forma fully-taxed net income per share has been revised to a range of $0.03 to $0.08. These revised estimates reflect non-recurring debt restructuring charges of $1.2 million incurred in the first and second quarters, increased non-cash tax expense of $1.9 million for the year, and $1.6 million of additional interest expense for the year. For 2012, the Company continues to believe water sales will increase 17% to 25% and dispenser sales will increase 40% to 50% compared to 2011. Flavorstation sales are expected to be in the range of $15.0 to $17.0 million. The Company expects to end 2012 with between 26,000 and 28,000 total locations.
The Company expects second quarter 2012 net sales to be in the range of $23.8 to $25.2 million; second quarter GAAP net loss per share to be $(0.11) to $(0.13); and second quarter non-GAAP pro forma fully-taxed net loss per share to be $(0.02) to $(0.05). The Company expects to end the second quarter of 2012 with between 24,500 and 24,800 total locations.
The adjustments from GAAP EPS to non-GAAP pro forma fully-taxed EPS for 2012 consist of adjustments related debt restructuring costs, non-cash stock-based compensation, non-recurring and acquisition-related costs, amortization of intangible assets and the pro forma effect of applying full income tax rates.
Billy D. Prim, Primo Waters President and Chief Executive Officer commented, We are confident in continued growth in 2012 and our ability to achieve profitability in the second half of 2012. We now have the financing to complete our long-term plan and we believe we are well-positioned for sustained long-term growth.
We intend to continue to execute on our three long-term strategies:
| Increase total retail locations to 50,00060,000; |
| Increase sales of innovative appliances (water dispensers & Flavorstation), which we believe will lead to greater household penetration and sales of consumables; and |
3
| Selectively pursue strategic acquisitions. |
Conference Call and Webcast
The Company will hold a conference call and live webcast today, May 8, 2012, at 4:30 p.m. ET. The live webcast will be broadcast over the Internet, hosted at the Investor Relations section of Primo Waters website at www.primowater.com, and will be archived online through May 22, 2012. 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 a leading provider of three- and five-gallon purified bottled water, self-serve filtered drinking water, water dispensers, sparkling beverage appliances and related consumables sold through major retailers throughout the United States and Canada. Learn more about Primo Water at www.primowater.com and www.primoflavorstation.com.
Forward-Looking Statements
Certain statements contained herein (including our 2012 guidance) are not based on historical fact and are forward-looking statements within the meaning of the applicable securities laws and regulations. Generally, these statements can 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 here. 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, lower than anticipated consumer and retailer acceptance of the Companys exchange and refill services, its water dispensers and Flavorstation products and related consumables, changes in the Companys relationships with its independent bottlers, distributors and suppliers, the entry of a competitor with greater resources into the marketplace and competition and other business conditions in the water, water dispenser and carbonating appliance industries in general, the Companys experiencing product liability, product recall and higher than anticipated rates of warranty expense or sales returns associated with a product quality or safety issues, the loss of key Company personnel, changes in the regulatory framework governing the Companys business, the Companys inability to efficiently and effectively integrate the recently acquired businesses with the Companys historical business, the Companys inability to efficiently expand operations and capacity to meet growth, the Companys inability to develop, introduce and produce new product offerings (including the Flavorstation line of appliances) within the anticipated timeframe or at all, the Companys inability to comply with its covenants in its credit facilities and the failure of lenders to honor their commitments under the Companys credit facilities, as well as other risks described more fully in the Companys filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K filed on March 15, 2012 and its subsequent filings under the Securities Exchange Act of 1934. Forward-looking statements reflect managements 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.
4
Use of Non-GAAP Financial Measures
To supplement its financial statements, the Company also provides investors with information related to non-GAAP pro forma fully-taxed net income (loss) per basic and diluted share and EBITDA, which are both non-GAAP financial measures. The Company believes these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations. Management uses these non-GAAP measures to compare the Companys performance to that of prior periods for trend analyses and planning purposes. These measures are also presented to the Companys board of directors.
Non-GAAP pro forma fully-taxed net loss per share consists of net loss plus the provision for income taxes, non-cash stock-based compensation expense, debt restructuring costs, non-recurring and acquisition-related costs, amortization of intangible assets, pro forma effect of expected acquisition synergies and the pro forma effect of applying full income tax rates divided by the weighted average number of shares of common stock outstanding during each period. Primo believes non-GAAP pro forma fully-taxed net loss per share is useful to an investor because it is widely used to measure a Companys operating performance.
EBITDA consists of net loss plus depreciation and amortization, interest expense and the provision for income taxes. The Company uses EBITDA as a measure of operating performance because it assists management in comparing performance on a consistent basis, as, among other things, it removes from operating results the impact of the Companys capital structure and non-cash charges. The Company believes EBITDA is useful to an investor in evaluating the Companys operating performance because it is widely used to measure a Companys operating performance without regard to items such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets, and presents a meaningful measure of corporate performance exclusive of the Companys capital structure, and the method by which assets were acquired. Primo also uses EBITDA for purposes of determining executive and senior management incentive compensation.
These non-GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with generally accepted accounting principles in the United States (GAAP). These non-GAAP financial measures exclude significant expenses and income that are required by GAAP to be recorded in the Companys financial statements and are subject to inherent limitations.
5
Primo Water Corporation
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
Three months ended March 31, |
||||||||
2012 | 2011 | |||||||
Net sales |
$ | 19,781 | $ | 17,139 | ||||
Operating costs and expenses: |
||||||||
Cost of sales |
14,650 | 12,113 | ||||||
Selling, general and administrative expenses |
4,971 | 4,059 | ||||||
Non-recurring and acquisition-related costs |
26 | 703 | ||||||
Depreciation and amortization |
2,567 | 1,901 | ||||||
|
|
|
|
|||||
Total operating costs and expenses |
22,214 | 18,776 | ||||||
|
|
|
|
|||||
Loss from operations |
(2,433 | ) | (1,637 | ) | ||||
Interest expense |
904 | 287 | ||||||
Other expense, net |
| | ||||||
|
|
|
|
|||||
Loss before income taxes |
(3,337 | ) | (1,924 | ) | ||||
Provision for income taxes |
527 | 190 | ||||||
|
|
|
|
|||||
Net loss |
$ | (3,864 | ) | $ | (2,114 | ) | ||
|
|
|
|
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Basic and diluted loss per common share: |
||||||||
Net loss |
$ | (0.16 | ) | $ | (0.11 | ) | ||
|
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|
|
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Basic and diluted weighted average common shares outstanding |
23,675 | 19,115 | ||||||
|
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|
|
Primo Water Corporation
Non-GAAP Reconciliation
(Unaudited; in thousands, except per share amounts)
Three months ended March 31, |
||||||||
2012 | 2011 | |||||||
Net loss |
$ | (3,864 | ) | $ | (2,114 | ) | ||
Depreciation and amortization |
2,567 | 1,901 | ||||||
Interest expense |
904 | 287 | ||||||
Provision for income taxes |
527 | 190 | ||||||
|
|
|
|
|||||
EBITDA |
$ | 134 | $ | 264 | ||||
|
|
|
|
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Net loss |
$ | (3,864 | ) | $ | (2,114 | ) | ||
Provision for income taxes |
527 | 190 | ||||||
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|
|
|
|||||
Loss before income taxes |
(3,337 | ) | (1,924 | ) | ||||
Non-cash, stock-based compensation expense |
411 | 188 | ||||||
Non-recurring and acquisition-related costs |
26 | 703 | ||||||
Debt restructuring costs |
531 | | ||||||
Amortization of intangible assets |
444 | 228 | ||||||
Pro forma effect of expected acquisition synergies |
| 837 | ||||||
Pro forma effect of full income tax |
732 | (12 | ) | |||||
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|
|
|
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Non-GAAP net (loss) income |
$ | (1,193 | ) | $ | 20 | |||
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|
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Basic and Diluted non-GAAP net (loss) income per share |
$ | (0.05 | ) | $ | | |||
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|
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Basic and diluted shares used to compute non-GAAP net (loss) income per share |
23,675 | 19,115 | ||||||
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Primo Water Corporation
Consolidated Balance Sheets
(in thousands, except par value data)
March 31, 2012 |
December 31, 2011 |
|||||||
(unaudited) | ||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash |
$ | 379 | $ | 751 | ||||
Accounts receivable, net |
12,744 | 14,118 | ||||||
Inventories |
7,846 | 8,826 | ||||||
Prepaid expenses and other current assets |
3,571 | 3,234 | ||||||
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|
|
|
|||||
Total current assets |
24,540 | 26,929 | ||||||
Bottles, net |
3,716 | 3,704 | ||||||
Property and equipment, net |
46,616 | 47,101 | ||||||
Intangible assets, net |
20,068 | 20,374 | ||||||
Goodwill |
85,559 | 85,256 | ||||||
Other assets |
943 | 1,085 | ||||||
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|
|
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Total assets |
$ | 181,442 | $ | 184,449 | ||||
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Liabilities and stockholders equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 10,577 | $ | 11,155 | ||||
Accrued expenses and other current liabilities |
5,679 | 4,397 | ||||||
Current portion of capital leases and notes payable |
14 | 14,514 | ||||||
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|
|
|
|||||
Total current liabilities |
16,270 | 30,066 | ||||||
Long-term debt, capital leases and notes payable, net of current portion |
14,700 | 44 | ||||||
Other long-term liabilities |
3,840 | 4,710 | ||||||
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|
|
|
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Total liabilities |
34,810 | 34,820 | ||||||
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, 23,718 and 23,658 shares issued and outstanding at March 31, 2012 and December 31, 2011, respectively |
24 | 24 | ||||||
Additional paid-in capital |
271,623 | 271,220 | ||||||
Common stock warrants |
7,007 | 7,007 | ||||||
Accumulated deficit |
(131,966 | ) | (128,102 | ) | ||||
Accumulated other comprehensive loss |
(56 | ) | (520 | ) | ||||
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|
|
|
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Total stockholders equity |
146,632 | 149,629 | ||||||
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Total liabilities and stockholders equity |
$ | 181,442 | $ | 184,449 | ||||
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