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8-K - PRIMO WATER CORP 8-K 11-6-2014 - Primo Water Corpform8k.htm

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 Third Quarter Results
 
Company Achieves Profitability, Raises Fiscal 2014 Guidance and
 
Provides Initial Fiscal 2015 Guidance
 
WINSTON-SALEM, N.C., November 6, 2014 -- Primo Water Corporation (Nasdaq: PRMW), a leading provider of multi-gallon purified bottled water, self-service refill water and water dispensers, today announced financial results for the third quarter ended September 30, 2014.
 
Third Quarter Business Highlights:
 
· Company achieves profitability for Q3, reporting earnings per share of $0.01 compared to a loss per share of ($0.09)
 
· Net sales increased 3.4% to $26.4 million driven by a 7.5% improvement in Water segment net sales
 
· Water segment net sales increase driven by 10.5% U.S. Exchange same-store unit growth
 
· Water segment gross margin percentage improved to 37.1% from 33.7% driven by lower supply chain costs
 
· Dispenser unit sales to consumers increased 12.7% to a record 131,000 units
 
· Adjusted EBITDA increased 34.7% to $4.0 million from $3.0 million
 
(All comparisons above are with respect to the third quarter of 2013)
 
“We are very pleased with our third quarter results and achieving profitability for the first time in Company history.  These results demonstrate our ability to increase sales and leverage the business to improve our gross margins and adjusted EBITDA,” commented Billy D. Prim, Primo Water’s Chief Executive Officer. “Achieving profitability was a major milestone for us.  Now, we believe our team can further scale our business and continue to grow our cash flow to enhance long term shareholder value.”
 

Third Quarter Results
 
Net sales increased 3.4% to $26.4 million for the third quarter from $25.5 million for the third quarter of 2013, driven by an increase in the Water segment sales, partially offset by a decrease in Dispenser segment sales.
 
Water segment net sales increased 7.5% to $18.9 million for the third quarter compared to $17.5 million for the third quarter of 2013.  Sales in the Water segment consist of the sale of multi-gallon purified bottled water (“Exchange”) and self-service refill water service (“Refill”).  The increase in Water net sales was primarily due to a 10.5% same-store unit growth in U.S. Exchange compared to the third quarter of 2013.
 
The decrease in the Dispenser segment net sales is due primarily to the timing of shipments to major retailers as some delayed shipments to future quarters.  Dispenser’s unit sell-thru to end consumers increased 12.7% to approximately 131,000 for the third quarter of 2014.
 
Gross margin percentage increased to 28.8% for the third quarter from 25.8% for the third quarter of 2013 primarily due to the 340 basis point improvement in Water segment gross margin percentage to 37.1% driven by lower supply chain costs.
 
Selling, general and administrative (“SG&A”) expenses increased 7.3% to $4.1 million for the third quarter of 2014 from $3.8 million for the third quarter of 2013.  The increase was primarily due to higher non-cash stock compensation expense compared to the prior year.  Interest expense decreased 53.0% to $0.5 million for the third quarter of 2014 from $1.1 million for the third quarter of 2013, due primarily to more favorable borrowing rates under the new credit facility entered into on June 20, 2014 compared to the prior credit facility.
 
Adjusted EBITDA increased 34.7% to $4.0 million from $3.0 million for the third quarter of 2013 driven by the net sales and gross margin improvements previously mentioned.  The U.S. GAAP net income (loss) from continuing operations for the third quarter of 2014 was $0.3 million, or $0.01 per share, compared to ($1.6) million, or ($0.07) per share, for the third quarter of the prior year.  On a pro forma fully taxed basis, net income (loss) from continuing operations was $0.02 per share for the three months ended September 30, 2014 compared to ($0.03) for the same period in the prior year (see financial tables for details).
 
2

Guidance
 
The Company increased its full year 2014 guidance for net sales to $102.0 to $104.0 million compared to prior guidance of $98.0 to $102.0 million.  The Company also increased its full year 2014 guidance for adjusted EBITDA to $11.7 to $12.2 million compared to its prior guidance of $11.1 to $11.6 million.
 
The Company is also providing its initial guidance for fiscal 2015 with net sales expected in the range of $111.0 to $115.0 million and adjusted EBITDA of $14.2 to $15.5 million.
 
Conference Call and Webcast
 
The Company will host a conference call to discuss these matters at 4:30 p.m. ET today, November 6, 2014.  Participants from the Company will be Billy D. Prim, Chief Executive Officer, Matt Sheehan, President and Chief Operating Officer, and Mark Castaneda, Chief Financial Officer. The call will be broadcast live over the Internet hosted at the Investor Relations section of Primo Water's website at www.primowater.com, and will be archived online through November 20, 2014.  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 multi-gallon purified bottled water, self-service refill water and water dispensers sold through major retailers throughout the United States and Canada. Learn more about Primo Water at www.primowater.com.
 
3

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. Generally, these statements include the Company’s financial guidance and its belief that it can further scale its business and continue to grow cash flow to enhance long-term shareholder value.  These statements can otherwise be identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "feel," "forecast," "intend," "may," "plan," "potential," "project," "should," "would,” “will,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Owing to the uncertainties inherent in forward-looking statements, actual results could differ materially from those stated herein. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the failure to achieve the incremental net sales or reduced distribution costs associated with strategic alliance agreement with DS Services of America, Inc. (“DS Services”), significant additional costs in connection with the transition of the Company’s distribution system to DS Services, the loss of major retail customers of the Company or the reduction in volume or change in timing of purchases by major retail customers, lower than anticipated consumer and retailer acceptance of and demand for the Company's Exchange and Refill services and its water dispensers, adverse changes in the Company's relationships with its independent bottlers, distributors and suppliers (including as a result of the Company’s entering into the strategic alliance agreement with DS Services), the entry of a competitor with greater resources into the marketplace, competition and other business conditions in the water and water dispenser industries in general, the Company’s experiencing product liability, product recall or higher than anticipated rates of warranty expense or sales returns associated with product quality or safety issues, the loss of key Company personnel, changes in the regulatory framework governing the Company's business, the Company's inability to efficiently expand operations and capacity to meet growth, the Company's inability to develop, introduce and produce new product offerings within the anticipated timeframe or at all, the Company’s inability to comply with its covenants in its credit facility, the failure of lenders to honor their commitments under the Company's credit facility, 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 17, 2014 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.
 
4

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

5

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

   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2014
   
2013
   
2014
   
2013
 
                 
Net sales
 
$
26,374
   
$
25,519
   
$
76,756
   
$
71,696
 
Operating costs and expenses:
                               
Cost of sales
   
18,777
     
18,936
     
56,210
     
53,924
 
Selling, general and administrative expenses
   
4,089
     
3,812
     
12,348
     
11,585
 
Non-recurring costs
   
54
     
96
     
2,773
     
190
 
Depreciation and amortization
   
2,593
     
3,050
     
8,094
     
8,579
 
Loss on disposal and impairment of property and equipment
   
58
     
61
     
1,081
     
137
 
Total operating costs and expenses
   
25,571
     
25,955
     
80,506
     
74,415
 
Income (loss) from operations
   
803
     
(436
)
   
(3,750
)
   
(2,719
)
Interest expense
   
537
     
1,138
     
5,790
     
3,359
 
Income (loss) from continuing operations
   
266
     
(1,574
)
   
(9,540
)
   
(6,078
)
Loss from discontinued operations
   
(49
)
   
(511
)
   
(401
)
   
(872
)
Net income (loss)
 
$
217
   
$
(2,085
)
 
$
(9,941
)
 
$
(6,950
)
                                 
Basic earnings (loss) per common share:
                               
Income (loss) from continuing operations
 
$
0.01
   
$
(0.07
)
 
$
(0.39
)
 
$
(0.25
)
Loss from discontinued operations
   
(0.00
)
   
(0.02
)
   
(0.02
)
   
(0.04
)
Net income (loss)
 
$
0.01
   
$
(0.09
)
 
$
(0.41
)
 
$
(0.29
)
                                 
Diluted earnings (loss) per common share:
                               
Income (loss) from continuing operations
 
$
0.01
   
$
(0.07
)
 
$
(0.39
)
 
$
(0.25
)
Loss from discontinued operations
   
(0.00
)
   
(0.02
)
   
(0.02
)
   
(0.04
)
Net income (loss)
 
$
0.01
   
$
(0.09
)
 
$
(0.41
)
 
$
(0.29
)
                                 
Weighted average shares used in computing earnings (loss) per share
                         
Basic
   
24,457
     
24,019
     
24,257
     
23,901
 
Diluted
   
25,809
     
24,019
     
24,257
     
23,901
 
 
6

Primo Water Corporation
Segment Information
(Unaudited; in thousands)

   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2014
   
2013
   
2014
   
2013
 
Segment net sales
 
   
   
   
 
Water
 
$
18,860
   
$
17,544
   
$
51,851
   
$
48,686
 
Dispensers
   
7,514
     
7,975
     
24,905
     
23,010
 
Total net sales
 
$
26,374
   
$
25,519
   
$
76,756
   
$
71,696
 
                                 
Income (loss) from operations
                               
Water
   
6,279
     
4,985
     
16,640
     
13,789
 
Dispensers
   
319
     
447
     
1,049
     
701
 
Corporate
   
(3,090
)
   
(2,661
)
   
(9,491
)
   
(8,303
)
Non-recurring costs
   
(54
)
   
(96
)
   
(2,773
)
   
(190
)
Depreciation and amortization
   
(2,593
)
   
(3,050
)
   
(8,094
)
   
(8,579
)
Loss on disposal and impairment of property and equipment
   
(58
)
   
(61
)
   
(1,081
)
   
(137
)
   
$
803
   
$
(436
)
 
$
(3,750
)
 
$
(2,719
)
 
7

Primo Water Corporation
Condensed Consolidated Balance Sheets
(in thousands, except par value data)
 
         
   
September 30,
   
December 31,
 
   
2014
   
2013
 
   
(unaudited)
     
ASSETS
 
   
 
Current assets:
       
Cash
 
$
707
   
$
394
 
Accounts receivable, net
   
8,920
     
7,614
 
Inventories
   
7,530
     
6,346
 
Prepaid expenses and other current assets
   
2,169
     
1,499
 
Total current assets
   
19,326
     
15,853
 
                 
Bottles, net
   
4,121
     
4,104
 
Property and equipment, net
   
34,836
     
38,634
 
Intangible assets, net
   
9,849
     
10,872
 
Other assets
   
894
     
1,508
 
Total assets
 
$
69,026
   
$
70,971
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
Accounts payable
 
$
11,547
   
$
10,943
 
Accrued expenses and other current liabilities
   
4,107
     
3,472
 
Current portion of capital leases and notes payable
   
103
     
16
 
Total current liabilities
   
15,757
     
14,431
 
                 
Long-term debt, capital leases and notes payable, net of current portion
   
27,718
     
22,654
 
Liabilities of disposal group, net of current portion, and other long-term liabilities
   
2,328
     
2,330
 
Total liabilities
   
45,803
     
39,415
 
                 
Commitments and contingencies
               
                 
Stockholders’ equity:
               
Preferred stock, $0.001 par value - 10,000 shares authorized, none issued and outstanding
   
     
 
Common stock, $0.001 par value - 70,000 shares authorized, 24,530 and 24,076 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively
   
25
     
24
 
Additional paid-in capital
   
274,868
     
273,379
 
Common stock warrants
   
8,745
     
8,420
 
Accumulated deficit
   
(259,778
)
   
(249,837
)
Accumulated other comprehensive loss
   
(637
)
   
(430
)
Total stockholders’ equity
   
23,223
     
31,556
 
Total liabilities and stockholders’ equity
 
$
69,026
   
$
70,971
 
 
8

Primo Water Corporation
Condensed Consolidated Statements of Cash Flows
(in thousands)
 
   
Nine months ended September 30,
 
   
2014
   
2013
 
Cash flows from operating activities:
 
   
 
Net loss
 
$
(9,941
)
 
$
(6,950
)
Less: Loss from discontinued operations
   
(401
)
   
(872
)
Loss from continuing operations
   
(9,540
)
   
(6,078
)
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Depreciation and amortization
   
8,094
     
8,579
 
Loss on disposal and impairment of property and equipment
   
1,081
     
137
 
Stock-based compensation expense
   
1,364
     
819
 
Non-cash interest expense
   
2,744
     
882
 
Issuance of DS Services' common stock warrant
   
589
     
 
Other
   
(162
)
   
53
 
Changes in operating assets and liabilities:
               
Accounts receivable
   
(1,074
)
   
1,952
 
Inventories
   
(1,224
)
   
715
 
Prepaid expenses and other assets
   
(87
)
   
(211
)
Accounts payable
   
882
     
3,870
 
Accrued expenses and other liabilities
   
466
     
(1,641
)
Net cash provided by operating activities
   
3,133
     
9,077
 
                 
Cash flows from investing activities:
               
Purchases of property and equipment
   
(3,817
)
   
(3,745
)
Purchases of bottles, net of disposals
   
(1,993
)
   
(1,904
)
Proceeds from the sale of property and equipment
   
572
     
2
 
Additions to and acquisitions of intangible assets
   
(30
)
   
(43
)
Net cash used in investing activities
   
(5,268
)
   
(5,690
)
                 
Cash flows from financing activities:
               
Borrowings under Revolving Credit Facilities
   
40,553
     
68,062
 
Payments under Revolving Credit Facilities
   
(36,198
)
   
(73,899
)
Borrowings under Term loans
   
22,500
     
3,000
 
Payments under Term loans
   
(23,499
)
   
 
Note payable and capital lease payments
   
(113
)
   
(11
)
Debt issuance costs
   
(625
)
   
(689
)
Stock option and employee stock purchase activity, net
   
119
     
82
 
Net cash provided by (used in) financing activities
   
2,737
     
(3,455
)
                 
Cash (used in) provided by operating activities of discontinued operations
   
(231
)
   
189
 
                 
Effect of exchange rate changes on cash
   
(58
)
   
(47
)
Net increase in cash
   
313
     
74
 
Cash, beginning of year
   
394
     
234
 
Cash, end of period
 
$
707
   
$
308
 
 
9

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

   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2014
   
2013
   
2014
   
2013
 
Income (loss) from continuing operations
 
$
266
   
$
(1,574
)
 
$
(9,540
)
 
$
(6,078
)
Depreciation and amortization
   
2,593
     
3,050
     
8,094
     
8,579
 
Interest expense
   
537
     
1,138
     
5,790
     
3,359
 
EBITDA
   
3,396
     
2,614
     
4,344
     
5,860
 
Non-cash, stock-based compensation expense
   
467
     
196
     
1,364
     
819
 
Non-recurring costs
   
54
     
96
     
2,773
     
190
 
Loss on disposal and impairment of property and equipment and other
   
92
     
69
     
1,199
     
307
 
Adjusted EBITDA
 
$
4,009
   
$
2,975
   
$
9,680
   
$
7,176
 
 
10

Primo Water Corporation
Pro Forma Fully Taxed Net Income (Loss) From Continuing Operations Reconciliation
(Unaudited; in thousands, except per share amounts)
 
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2014
   
2013
   
2014
   
2013
 
                 
Income (loss) from continuing operations
 
$
266
   
$
(1,574
)
 
$
(9,540
)
 
$
(6,078
)
Non-cash, stock-based compensation expense
   
467
     
196
     
1,364
     
819
 
Non-recurring costs
   
54
     
96
     
2,773
     
190
 
Loss on disposal and impairment of property and equipment
   
58
     
61
     
1,081
     
137
 
Debt refinancing costs
   
     
     
2,848
     
 
Pro forma effect of full income tax
   
(321
)
   
464
     
560
     
1,874
 
Pro forma fully taxed net income (loss) from continuing operations
 
$
524
   
$
(757
)
 
$
(914
)
 
$
(3,058
)
                                 
Pro forma fully taxed earnings (loss) from continuing operations per common share:
                               
Basic
 
$
0.02
   
$
(0.03
)
 
$
(0.04
)
 
$
(0.13
)
Diluted
 
$
0.02
   
$
(0.03
)
 
$
(0.04
)
 
$
(0.13
)
                                 
Weighted average shares used in computing earnings (loss) per share:
                               
Basic
   
24,457
     
24,019
     
24,257
     
23,901
 
Diluted
   
25,809
     
24,019
     
24,257
     
23,901
 

 
11