COMMISSION FILE NUMBER 001-34850
PRIMO WATER CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 30-0278688 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) |
| (Address of principal executive office) | (Zip code) |
(336) 331-4000
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange on Which Registered | |
| $0.001 Par Value Common Stock | The NASDAQ Stock Market LLC |
Securities Registered Pursuant to Section 12(g) of the Act: NONE
Indicate by checkmark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o☐ No þ☑
Indicate by checkmark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o☐ No þ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ☑ No o☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ☑ No o☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ | Accelerated filer |
Non-accelerated filer | Smaller reporting company ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o☐ No þ☑
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant, as of June 30, 2012,2015, was approximately $22,162,642$119,692,441 based on the closing sales price of the common stock on such date as reported on the NASDAQ Global Market.
As of March 8, 2013,February 26, 2016, there were 23,801,76125,815,586 shares of our Common Stock, par value $0.001 per share, outstanding.
Documents Incorporated by Reference
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on May 16, 2013April 28, 2016 are incorporated by reference into Part III of this Form 10-K.
FORM 10-K
| PART 1 | ||
| 1 | ||
| 1 | ||
| PART II | ||
| 33 | ||
| PART III | ||
| 74 | ||
| PART IV | ||
| Item 15. | 75 | |
| 80 | ||
| Note: | Items 10-14 are incorporated by reference from the Proxy Statement. |
PART I
This document includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about our estimates, expectations, beliefs, intentions or strategies for the future, and the assumptions underlying such statements. We use the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” and similar expressions to identify our forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations. Factors that could cause these differences include, but are not limited to, the factors set forth under Part I, Item 1A - Risk Factors.
Caution should be taken not to place undue reliance on our forward-looking statements, which reflect the expectations of management only as of the time such statements are made. Except as required by law, we undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Company Background
Primo Water Corporation (together with its consolidated subsidiaries, “Primo”, “we”,“Primo,” “we,” “our,” “us”) is a leading provider of multi-gallon purified bottled water, self-serve filtered drinkingself-service refill water and water dispensers sold through major retailers in the United States and Canada. We believe the market for purified water is growingcontinues to grow due to evolving taste preferences, perceived health benefits and concerns regarding the quality of municipal tap water. Our products provide an environmentally friendly, economical, convenient and healthy solution for consuming purified and filtered water. We are a Delaware corporation that was founded in 2004 and is headquartered in Winston-Salem, North Carolina.
Our business is designed to generate recurring demand for our purified bottled water or self-serveself-service filtered drinking water through the sale of innovative water dispensers. This business strategy is commonly referred to as “razor-razorblade” because the initial sale of a product creates a base of users who frequently purchase complementary consumable products. Our Primo Dispensers (“Dispensers”) segment sells water dispensers that are designed to dispense Primo and other dispenser-compatible bottled water. We believe dispenser owners consume an average of 35 multi-gallon bottles of water annually. Once our bottled water is consumed using a water dispenser, empty bottles are exchanged at our recycling center displays, which provide a recycling ticket that offers a discount toward the purchase of a new bottle of Primo purified water (“Exchange”) or they are refilled at a self-serveself-service filtered drinking water location (“Refill”). Together, Exchange and Refill represent our Primo Water (“Water”) segment. Each of our multi-gallon Exchange water bottles can be sanitized and reused up to 40 times before being taken out of use, crushed and recycled, substantially reducing landfill waste compared to consumption of equivalent volumes of single-serve bottled water. As of December 31, 2012,2015, our products and services were offered in each of the contiguous United States and in Canada at approximately 24,50025,700 combined retail locations, including Lowe’s Home Improvement, Walmart, The Home Depot, Kmart, Meijer, Kroger, Food Lion, H-E-B Grocery, Sobeys and Walgreens.
We provide major retailers throughout the United States and Canada with a single-vendor solutionssolution for ExchangeDispensers and Refill services,Water, addressing a market demand that we believe was previously unmet. Our solutions are easy for retailers to implement, require minimal management supervision and store-based labor, and provide centralized billing and detailed performance reports. Our Exchange solution offers retailers attractive financial margins and the ability to optimize typically unused retail space with our displays. Our Refill solution provides filtered water through the installation and servicing of reverse osmosis water filtration systems in the back room of the retailer’s store location, which minimizes the usage of the customer’s retail space. The refill vending machine,self-service filtered water display, which is typically accompanied by a sales display containing empty reusable bottles, is located within the retailer customer’s floor space. Additionally, due to the recurring nature of water consumption, retailers benefit from year-round customer traffic and highly predictable revenue.
Business Segments
Industry Overview
We believe there are several trends that support consumer demand for our ExchangeWater and Refill services and water dispensersDispensers including the following:
Emphasis on Health and Wellness. As part of a desire to live a healthier lifestyle, we believe consumers are increasingly focused on drinking greater quantities of water.water compared to carbonated beverages and other high calorie drinks.
Concerns Regarding Quality of Municipal Tap Water. Many consumers purchase bottled water because of concerns regarding municipal tap water quality. Municipal water is typically surface water that is treated centrally and pumped to homes, which can allow chemical contaminants to dissolve into the water through municipal or household pipes impacting taste and quality and present microbiological contaminants from cracks in municipal pipes.
Growing Preference for Purified Water. We believe consumer preference toward purified water relative to tap water continues to grow as purified water has become accepted on a mainstream basis. While it is difficult to quantify purified water consumption in all of its forms, according to a 20122015 report by industry consulting firm Beverage Marketing Corp. Americans spent $21.7 billion(“BMC”), wholesale spending on bottled water was $13.1 billion in 2011.2014, up from $12.3 billion and $11.8 billion in 2013 and 2012, respectively. The BMC also reported that global bottled water consumption has grown to 74.7 billion gallons in 2014 from 19.2 billion in 1996.
Increasing Demand for Products with Lower Environmental Impact. We believe that consumers are increasingly favoring products with a lower environmental impact with a “reuse, recycle, reduce” mindset becoming a common driver of consumer behavior. Most single-serve polyethylene terephthalate (“PET”) water bottles are produced using fossil fuels and contribute to landfill waste given that only 28%31% of PET bottles are recycled according to a November 2010February 2014 Environmental Protection Agency report. Governmental legislation also reflects these concerns with the passage of “bottle bills” in many jurisdictions that tax the purchase of plastic water bottles, require deposits with the purchase of certain plastic bottles, prohibit the use of government funds to purchase plastic water bottles and ban certain plastic bottles from landfills.
Availability of an Economical Exchange Service,Solution, Refill ServiceSolution and Innovative Water Dispensers. Based on estimates derived from industry data, we believe the current household penetration rate of multi-gallon water dispensers is estimated to be 4.4%approximately 5.1% in the United States, with the vast majority of these households utilizing traditional home delivery services. We believe the lack of innovation, design enhancement and functionality and the retail pricing structure of our competitors’ dispenser models have prevented greater household adoption. Compounding these issues, we believe there previously was no economical water bottle exchange and refill vending servicesolution with major retailer relationships throughout the United States and Canada to promote dispenser usage beyond the traditional home delivery model. We believe our Exchange and Refill servicessolutions provide this alternative and we believe we are currently the only provider delivering a solution to retailers throughout United States and Canada. We believe there are over 200,000 major retail locations throughout the United States and Canada that we can target to sell our dispensersWater or offer our Exchange service and Refill services.Dispensers products.
Our Competitive Strengths
We believe that Primo’s competitive strengths include the following:
Appeal to Consumer Preferences
| · | Environmental Awareness. |
| · | Value. We provide consumers the opportunity for cost savings when consuming our bottled water compared to both single-serve bottled water and typical home and office delivery services. Our water dispensers are sold at attractive retail prices in order to enhance consumer awareness and adoption of our |
| · | Convenience. |
| · | Taste. We have dedicated significant time and effort to develop our water purification process and formulate the proprietary blend of mineral ingredients included in our Primo purified water offered through |
| · | Health and Wellness. As part of a desire to live a healthier lifestyle, we believe that consumers are increasingly focused on drinking more water relative to consumption of other beverages. As we raise our brand awareness, we believe consumers will recognize that our |
Key Retail Relationships Served by a Single-Vendor Solution. We believe we are the only provider of ExchangeDispensers and Refill servicesWater with a single-vendor solution for retailers in the United States and Canada. Our direct sales force actively pursues headquarters-based retail relationships to better serve our retail customers and to minimize layers of approval and decision-making with regard to the addition of new retail locations. Our bottling and distribution network utilizes our MIS tools and processes to optimize their production and distribution assets while servicing our retail customers. We believe the combination of our major retail relationships, unique single-vendor solution for retail customers and our bottling and distribution network and our MIS tools is difficult to replicate. We anticipate these factors will facilitate our introduction of new purified water-related products in the future.
Ability to Attract and Retain Consumers. We offer “razor-razorblade” products designed to generate recurring demand for Primoour water (the razorblade) through the initial sale of our innovative water dispensers (the razor), which often include a coupon for a free multi-gallon bottle of Primoour Exchange or Refill services.water. We acquire new consumers and enhance recycling efforts by accepting most dispenser-compatible water bottles in exchange for a recycle ticket discount toward the purchase of a full bottle of Primo purified water. In addition, we believe our offering of high-quality water dispensers enhances consumer awareness and adoption of our Exchange and Refill services,Water products, increases household penetration and drives sales of our Water.water.
Efficient Business Model. Our business model allows us to efficiently offer our solutions to our retail partners and centrally manage our bottling and distribution network without a substantial capital investment. We believe our business processes and MIS tools enable us to manage (i) the bottling and distribution of our Water, servicing of our refill locations,Exchange and Refill products, (ii) our product quality, (iii) retailer inventory levels and (iv) the return of used bottles on a centralized basis, leveraging our invested capital and personnel.
Benefit from Management’s Proven Track Record. We benefit greatly from management experience gained over the last 1521 years in exchange businesses to implement and refine best practices and develop and maintain key business relationships. In addition to our Chief Executive Officer, our Chief Financial Officer, Vice President of Management Information Systems and Senior Vice President / General Manager - Dispensers– Consumer Innovation and Global Sourcing all held comparable positions within the Blue Rhino organization during its rapid sales and location growth. Our President and Chief Operating Officer, who joined the CompanyPrimo in December 2012, was previously employed by Coinstar, Inc. where he was instrumental in building the Redbox DVD exchange business.
Growth Strategy
We seek to increase our market share and drive further growth in our business by pursuing the following strategies:
Increase Penetration with Existing Retail Relationships and Develop New Retail Relationships. We believe we have significant opportunities to increase store penetration with our existing retail relationships. As of December 31, 2012,2015, our Exchange and Refill servicesWater products were offered at approximately a combined 16,400 of our top ten retailers’ 18,400 retail locations. Such retailersThere is minimal overlap where Exchange and Refill are offered. Our existing retail relationships present us an opportunity of approximately 28,80025,000 additional Exchange or Refill Water locations. There is minimal overlap where our Exchange and Refill services are offered. We intend to further penetrate our other existing retail customers with our supplementary hydration solutions which collectively provide us the opportunity to be present in more than 50,000 additional Exchange or Refill locations.
Our long-term strategy includes increasingis to increase our locations to 50,000 to 60,000 retail store locations (which includes new locations with our existing retail customers) within our primary retail categories of home centers, hardware stores, mass merchants, membership warehouses, grocery stores, office supply stores, drug stores and discount general merchandise stores for our Exchange and Refill services. We believe that the introduction of additional hydration solutions to our product portfolio will allow us to cross-sell products to our existing and newly-acquired retail customers.stores.
Drive Consumer Adoption Through Innovative Water Dispenser Models. We intend to continue to develop and sell innovative water dispensers at attractive retail prices, which we believe is critical to increasing consumer awareness and driving consumer adoption of our Water services.products. We believe the current household penetration rate of multi-gallon water dispensers is approximately 4.4%5.1% in the United States.Our long term strategy is to provide multiple purified water-based-beverages from a single Primo water dispenser, which we believe will lead to greater household penetration, with consistent promotion of our Exchange and Refill servicesWater products to supply the purified water. At December 31, 2012,2015, we offered our water dispensers at approximately 8,1007,300 locations in the United States and Canada, including Lowes Home Improvement, Walmart, Kmart, Target, Sam’s Club and Costco.Home Depot. We also have distribution through leading online retailers.
Increase Same Store Sales. We sell our water dispensersDispenser products at minimal margin and often provide a coupon for a free multi-gallon bottle of our water with the sale of various water dispensers at certain retailers to drive consumer demand for our Exchange and Refill services.Water products. We believe increasing unit sales of Primo Waterour water is dependent on generating greater consumer awareness of the environmentally friendly and economical aspects of andas well as the convenience associated with our purified bottled water and our Exchange and Refill services.Water products. We expect that our branding, cross-promotion marketing and sales efforts will result in greater usage of our Exchange and Refill services.Water products.
Develop and Install Other Hydration Solutions. We believe we have significant opportunities to leverage our bottling and distribution network and our systems and processes to offer other environmentally friendly, economical, convenient and healthy hydration solutions to our retail partners without significant increases in our centralized costs.
Pursue Strategic Acquisitions to Augment Geographic and Retail Relationships. In addition to the acquisitions of the Refill Business and the Canada Bulk Water Exchange Business, weWe believe opportunities exist to expand through selective acquisitions, including smaller water bottle exchange businesses with established retail accounts, other on-premises self-service water refill vending machine networks and retail accounts, ice dispenser machine networks and retail accounts and water dispenser or other beverage-related appliance companies.
Product Overview
Water. We have dedicated significant time and effort in developing our water purification process and formulating the proprietary blend of mineral ingredients included in the purified bottled water offered through our Exchange service.Exchange. Our proprietary blend of mineral ingredients was developed with the assistance of consultants and several months of lab work and taste tests and has what we believe to be a silky smooth taste. To ensure that our safety standards are met and United States Food and Drug Administration (“FDA”) and industry standards are met or exceeded, each production lot of our purified water undergoes chemical and microbiological testing by the bottler and all facilities bottling Primo purified water undergo regular hygiene audits by a third party hired by us.audits. Our Refill servicesolution consists of carbon filtration and a reverse osmosis water filtration system that provides filtered drinking water, which is periodicallyroutinely tested for quality. All state or industry standards related to our purified or filtered water are met or exceeded.
Primo Water Marketing
Our marketing efforts focus primarily on developing and maintaining a brand identity synonymous with an environmentally friendly, economical, convenient and healthy solution for purified water consumption. We direct our marketing efforts as close as possible to the point of sale to strengthen our brand and promote consumer awareness of our Exchange service.products. We believe our Exchange service develops consumer loyalty through the use of our recycling tickets, while our Refill services developdevelops consumer loyalty through preferred pricing. Our marketing efforts include the following initiatives: (i) prominent display of our Primo logo and distinctive four-bubble design on water bottles, sales and recycling displays and water dispensers; (ii) highly visible sales and recycling center displays; and (iii) regular cross marketing promotions.
cross-marketing promotions between our dispensers and our water.
The Primo Supply Chain
Water Purification and Bottling
In our Exchange services our independent bottlers are responsible for the water purification and bottling process and use their own equipment to complete this process. Our bottling process begins with either spring water or water from a public source that is processed through a pre-filtration stage to remove large particles. The water is then passed through polishing filters to catch smaller particles followed by a carbon filtration process that removes odors, tastes, sanitization by-products and pharmaceutical chemicals. A microfiltration process then removes microbes before the water is passed through a softener to increase the purification efficiency. The water next passes through the last phase of reverse osmosis or distillation, completing the purification process. After the purification process is complete, our proprietary blend of mineral ingredients is injected into the water followed by the final ozonation process to sanitize the water. Each of our production lots is placed on a 48-hour hold to allow for testing by the bottler and to ensure successful compliance with chemical and microbiological standards. We have the ability to trace each bottle of Primo water to its bottling and distributor sources, and we regularly perform recall tests to ensure our ability to react to a contamination event should it occur.
Our distributors are responsible for collecting empty Primo bottles and other dispenser-compatible bottles that are deposited into our recycling center displays. At the completion of the delivery cycle, a distributor inspects the exchanged bottles for reusability and coordinates the recycling efforts with our operations personnel to ensure that reuse of each water bottle we receive in the exchange process is being optimized. Our Exchange water bottles can be sanitized and reused up to 40 times before being taken out of use, crushed and recycled, substantially reducing landfill waste compared to consumption of similar amounts of single-serve PET bottled water. Bottles that pass a distributor’s initial inspection are subject to three washing cycles to wash and disinfect. Bottles are then passed through two sanitization stages before a final rinse with hyper-ozonated water to kill or inactivate any microbes that remain at that point in the sanitization process. The water bottles are then ready to be filled with our purified water.
Reverse Osmosis Water Filtration Systems
The reverse osmosis water filtration systems used in our Refill service are placed under services agreements with retail customers who pay fees based on the number of gallons of water used or dispensed by the system. Water is dispensed either for purchase by customers or for store-use purposes. Under this program we own the water filtration system and contract with our distributors for the provision of all required service and maintenance. Water meters are generally read monthlymaintenance on the systems is performed by our company service technicians or independent service providers. Meter read data necessary for billing our retail customers is transmitted to us electronically or obtained by the company service technicians or independent distributors and an invoice is subsequently deliveredduring a visit to the retailer.retail location.
The reverse osmosis water filtration system is comprised of two components: reverse osmosis water filtration equipment and a refill vending machine.self-service filtered water display. The water filtration equipment is typically installed in the back room of a retail location and all such equipment generally has the same component filters and parts. A water line is installed from the water filtration equipment to the refill vending machine.self-service filtered water display. The retail customer will specify the location of the refill vending machine,self-service filtered water display, which is typically in the water aisle or back wall of the store. The retail customer is responsible for the plumbing, electrical and drainage requirements of an installation.
The regular maintenance, completed by our distributors,company service technicians or independent service providers, generally includes a monthly sanitization of the refill vending machine,self-service filtered water display, a monthly system component check and any necessary preventative maintenance resulting from such component check and may include a water test for regulatory purposes. The various jurisdictions in which we operate have specific weekly, bimonthly, monthly, quarterly or annual water testing reporting requirements with which our distributorswe comply, but theywe perform water tests onat each refill vending machine unitlocation at least quarterly.
We outsource an operations team which assembles, refurbishesutilize independent manufacturers and repairs thesuppliers to assemble, refurbish and repair our refill vending machines. This teamOur independent manufacturers routinely refurbishesrefurbish equipment that has been in service for several years or when a customer requests a refreshed system. The operations teamOur independent manufacturers and suppliers also procuresprocure new filtration systemssystem component parts and assemblesassemble the units and shipsship them to locations for installation by our distributors. The component parts are generally sourced from multiple suppliers.
company service technicians or independent service providers.
Distribution Network
On November 12, 2013, we entered into a strategic alliance agreement (the “DS Services Agreement”) with DS Services of America, Inc. (“DS Services”) pursuant to which DS Services has become our primary bottler and distributor and provider of exchange and supply services for our Exchange business in the United States. Pursuant to the DS Services Agreement, during 2015, we also completed the transition of DS Services retail customers to Primo.
We rely on our bottling and distribution network to deliver our Exchange and Refill solutionsproducts to retailers. Our Exchange process begins when a distributor is directed throughUtilizing either our proprietary MIS tool, PrimoLink,tools or their own systems, distributors determine when to stock or replenish Exchange locations. PrimoLink enables our distributors to review delivery quantitieslocations based on store bottle capacities, anticipated demand and tentative scheduling requirements in their territory. Our systems provide anticipated demand based on historical sales and, to the extent available, retailer point of sale (“POS”) data. EachThe distributor is provideduses this information to enable the distributor to load a truck with the appropriate inventory to stock or restock the Exchange sales displays on its route, including a tailored amount of excess bottles as safety stock.route. Upon arrival at each retail location, the driver first visits the recycling center display to collect empty Primo and other dispenser-compatible bottles. The driver enterscollects the data related to empty bottles on a handheld device to collect exchange efficiency information and potential customer conversion data and then loads the empty bottles onto the truck. The driver next checks the in-store sales display to compare the number of remaining bottles of water with the anticipated demand report generated by our MIS tools.demand. After enteringcapturing data related to current stock levels, the driver replenishes the sales display.
At the completion of the delivery cycle and after inspection of the bottles, our distributors are responsible for coordinating the sanitization and bottling process with our bottlers. In addition,process. Crucial data collected by distributors must run end-of-day reports on their handheld devices which transmit crucial data points into our databasesis transmitted to Primo and used to analyze and validate daily activity. Our handheld devicesdistributors also capture electronic signatures, significantly reducing paper exchange. This greatly improves our verification procedures and enhances our environmental efforts.
We have the ability to test and refine procedures through our Company-operated distribution system before implementing themwork very closely with our independent distributors nationwide. bottling and distribution network to ensure their production and storage standards meet or exceed the requirements of the FDA and other industry regulations. As we seek to promote our brand, we believe it is critical to provide bottled water that has consistent taste and is produced in a manner that exceeds current industry requirements.
In addition, we regularly solicit feedback frommonitor our independent distributorsdistributors’ performance to improve processes.ensure a high level of account service. Distributors are generally required to develop an infrastructure sufficient to complete customer installations within 30 days of the notification of a newly established account, monitor and maintain inventory levels with assigned retail accounts and resolve water bottle stock-outs within 36 hours.
Our Refill process begins when a distributorcompany service technician or independent service provider is directed through a proprietary dispatching MIS Tool, to schedule meter readings, quality testing, preventative maintenance and repairs. Our systems allow the distributorcompany service technician or independent service provider to see the previous meter read or previous performed preventative maintenance. For certain customers, meter readings and other data are transmitted to us electronically, allowing for proactive, remote monitoring and reducing unnecessary visits to customer locations. The distributorscompany service technicians or independent service providers are responsible for the initial installation of the reverse osmosis water filtration systems, the regular maintenance of the systems, any necessary repairs, routine water testing and, for certain customers, monthly meter reading to determine retail customer water usage.
Our Quality team ensures that operation and sanitation standards with respect to our Refill business meet or exceed the requirements of state regulations, requirements, NAMA standards, other industry standards and the Primo Water standard. As we seek to promote our brand, we believe it is critical to provide filtered drinking water that is produced in a manner that exceeds current industry requirements. We regularly monitor, test and arrange for third-party hygiene testing of our self-service filtered water displays and reverse osmosis water filtration systems.
In addition, we regularly monitor our service providers’ performance to ensure a high level of account service. Our service providers are generally required to develop an infrastructure sufficient to complete customer installations on a timely basis, monitor and maintain operation and quality, and resolve system failures on a timely basis.
Flow of Payments and Capital Requirements
We control the flow of payments between our retail customers and our bottlersdistributors and distributorsservice providers through electronic data interchange. Depending on the retailer, our distributors either present the store manager with an invoice for the bottles delivered or our company service technician or independent service provider present a meter reading or our systems electronically bill the retailer. We believe our Exchange service provides five-gallon bottles of purified water that typically cost a consumer between $5.99 and $6.99, after giving effect to the discount provided by our recycling ticket, while our Refill service typically costs a consumer between $0.25 and $0.50 per gallon, depending upon the location and the retailer’s overall pricing strategy.
We generally compensate our distributors with a fixed payment per delivered Exchange water bottle. We compensate our Refill servicesindependent service providers on a fixed service fee per location or a commission based upon a percentage of total revenues at the locations for which the distributorservice provider is responsible, subject to minimum and maximum amounts. Due to the high degree of automation during our billing and inventory management procedures, we are able to leverage our centralized personnel and believe we will be able to significantly expand our business with minimal increases in variable costs.
We focus our capital investments on developing new retail relationships, installing new store locations, raising brand awareness, research and development for new products and maintaining our MIS tools. We are also responsible for the centralized operations and personnel, sales and recycling displays, bottles, closures, transportation racks, mineral packets and mineral injectors, reverse osmosis equipment and parts, vending displays and handheld devices. Our bottling and distribution network typically has made the capital investment required to operate our services,businesses, including a majority of the capital expenditures related to the bottling, sanitization and refill process and the distribution assets such as delivery trucks and warehouse storage. Participation in our Exchange or Refill service does not typically require the independent bottlers, and distributors or service providers to make substantial new investments because they often are able to augment their current production capacity and leverage their existing bottling and distribution assets.assets as well as personnel. In addition, many of our major retail customers have invested their capital to expand store locations and generate customer traffic.
Retailer Relationships
We target major retailers with either a national footprint or a significant regional concentration. Our relationships are diversified among the following retail categories and major accounts:
Retail Category | Major Accounts | |
| Home Centers / Hardware Stores | Lowe’s Home Improvement, The Home Depot, Ace Hardware | |
| Mass Merchants | Walmart, | |
| Grocery Stores | Kroger, Food Lion, Safeway, Sobeys, H-E-B, Hy-Vee | |
| Membership Warehouses | Sam’s Club, Costco | |
| Drug Stores | Walgreens | |
| Office retail | Office Depot |
Retailer Opportunity. We offerprovide major retailers throughout the United States and Canada with a single-vendor solution for our ExchangeDispensers and Refill services. Our servicesWater. We provide retailers with a year-round consumer product and an opportunity to increase sales and profits with minimal labor and financial investment. Through our bottling and distribution network, we are able to service major retailers nationwide.throughout the United States and Canada. Retailers benefit from our Exchange and Refill services thatwhich offer high marginmargins and generate productivity from often underutilized interior and exterior retail space. In addition, these servicesofferings have the potential to increase retailers’ sales of ancillary products through increased traffic from repeat water consumers, who we believe purchase an average of 35 five-gallon water bottles annually.
Account Set-Up. We actively pursue headquarters-based retail relationships to better serve our retail partners and minimize layers of approval and decision-making with regard to the roll-out of our Exchange or Refill service to multiple locations. Upon confirmation of new retail locations, we coordinate with the retailer, distributor and distributorservice provider to schedule openings in a timely manner. We actively assist retailers in developing site plans for the setup of our sales and recycling center displays and reverse osmosis water filtration systems. While retailer setup preferences may vary, retailers often like to locate the recycling center display prominently on the exterior of their store to ease the transaction process, showcase their recycling and environmental efforts and conserve inside floor space while at the same time promoting the Primo brand.
Account Service. Our Exchange and Refill services are turn-key programs for retailers in which we and our distributors and service providers actively service each retail account. After the retail location is established, our distributors and service providers complete on-site training and have an economic interest in supporting and growing the business relationship to increase product throughput.
Sales Support. While distributors service our retail accounts, the customer relationship is “owned” and maintained by our experienced retail sales organization, which allows us to develop strong brand affinity and maintain key headquarters-based relationships to secure and maintain our retail network. Our retail relationships are divided into regions and managed by our sales personnel. In addition, we leverage our independent distributors who typically employ their own sales representatives. This combined teamorganization is responsible for selling and supporting our ExchangeWater and Refill servicesDispensers to targeted retailers.
Significant Customers. For the year ended December 31, 2012,2015, Walmart, and Lowe’s Home Improvement and Home Depot represented approximately 43%39%, 19% and 22%15% of our consolidated net sales, respectively.
Management Information Systems (“MIS”)
We have made a substantial investment in MIS tools which enhance our ability to process orders, manage inventory and accounts receivable, maintain distributor and customer information, maintain cost-efficient operations and assist distributors in delivering products and services on a timely basis. Our technology utilizes highly integrated, scalable software applications that cost-effectively support our growingnetwork of retail network.partners. Our MIS tools also allow us to analyze historical trends and data to further enhance the execution, service and identification of new markets and marketing opportunities. The primary components of our systems include the following:
Sales and Marketing Support Systems. We operate a single customer relationship management database that integrates all financial and transaction-based data with respect to each retail account. Our MIS tools provide our account managers and customer service specialistsspecialists’ access to crucial data to effectively manage each bottler, distributor and retail relationship.
Bottler and Distributor Level Technology. Our distribution process is highly automated and scalable. Our technology allows bottlers and distributors timely access to information for customer support needs and provides access to real-time data to enhance decisions. In addition, each distributorAll delivery transactional information is uploaded from our distributors electronically linked to our systems with our proprietary PrimoLink software. PrimoLink enables distributors to review Exchange delivery quantities and tentative scheduling requirements across our entire bottling and distribution network. In addition, our MIS tools allow drivers to update delivery, inventory and invoicing information through handheld devices. This technology provides retailers with accurate and timely Exchange inventory and invoices and assists each distributor in managing its responsibilities.creating a paperless environment.
our Refill customers, meter readings and other data are transmitted to us electronically, allowing for proactive, remote monitoring and reducing unnecessary visits to customer locations.
Financial Integration. We utilize Microsoft’s Dynamics GP software as our core platform which interfaces with all of our systems. Each handheld device is based on Microsoft’s operating system and ensures integration within our reporting and financial databases. All transactions are validated and data is imported into our database tables and mapped to corresponding accounting ledgers.
Manufacturing and Sourcing
Our manufacturing strategy is to utilize independent manufacturers to produce empty water bottles, sales displays and recycle centers, refill vending machinesour self-service filtered water displays and reverse osmosis water filtration systems and water dispensers at a reasonable cost. We believe that using independent manufacturers has several advantages over our manufacturing these items directly, including (i) decreased capital investment in manufacturing plants and equipment and working capital, (ii) the ability to leverage independent manufacturers’ purchasing relationships for lower materials costs, (iii) minimal fixed costs of maintaining unused manufacturing capacity and (iv) the ability to utilize our suppliers’ broad technical and process expertise.
Currently, all of our water dispensers are assembled by independent manufacturers in China, which utilize several sub-suppliers to provide components and subassemblies. We have the sole North American rights to develop products with certain manufacturers and each dispenser unit is produced to our design specifications. Each unit is inspected and tested for quality by the manufacturer’s personnel prior to shipment and any units returned by consumers or retailers are reported to the manufacturer, who issues a credit, replacement or refund.shipment.
Our water bottles and caps are produced by multiple independent vendors throughout the United States.North America. We select suppliers based on price, quality and geographic proximity to our bottlers and retail customers. We purchase only purchase water bottles for our Exchange services with handles for Exchange as a convenience feature for consumers.
Our sales displays, recycle centers and refill vending machinesand self-service filtered water displays and reverse osmosis water filtration systems are made to our design. We frequently request bids from multiple independent manufacturers to achieve optimal pricing.
Product Design and Development
A primary focus of our product research and development efforts is developing innovative water dispensers as part of our strategy to enhance consumer awareness and adoption of our Exchange and Refill services,Water products, increase household penetration and drive sales of our water. We continually work to improve water dispenser features, seek to lower manufacturing costs so that our innovative products are more affordable and introduce new models. Innovative improvements developed in cooperation with our manufacturing partners include bottom-loading dispensers, adjustable hot and cold temperature controlsself-sanitizing and faster water dispensing capabilities. Our water dispenser models are designed to appeal to consumers of diverse demographic audiences. In 2012, we began selling the first water dispenser model that includes a 12-cup drip coffee maker. In addition, we are developing a water dispenser product that provides consumers the ability to dispense hot and cold still water as well as cold carbonated water. These units may also support the addition of existing single-serve hot beverage makers.
Competition
We participate in the highly competitive bottled water segment of the nonalcoholic beverage industry. While the industry is dominated by large and well-known international companies, numerous smaller firms are also seeking to establish market niches. We believe we have a unique business model in the bottled water market in the United States in that we not only offer three- and five-gallon bottled water on a nationwide basis but also provide consumers the ability to exchange their used containers as part of our Exchange service.business. We believe that we are one of the first companies to provide a national Exchange serviceexchange solution at retail. While we are aware of a few direct competitors that operate similar networks, we believe they operate on a much smaller scale than we do and do not have equivalent MIS toolssystems or bottler and distributor capabilities to effectively support major retailers nationwide. Competitive factors with respect to our business include pricing, taste, advertising, sales promotion programs, product innovation, efficient production and distribution techniques, introduction of new packaging, and brand and trademark development and protection.
Our primary competitorscompetitor in our United States Exchange business includeis Nestlé and DS Waters of America.. Nestlé and DS Waters of America offer this serviceoffers bottled water exchange on a regional basis, but not on a national basis. However, these competitors areNestlé is a leading consumer products companies, havecompany, has substantially greater financial and other resources than we do, havehas established a strong brand presence with consumers and havehas established relationships with retailers, manufacturers, bottlers and distributors necessary to start an exchange business at retail locations nationwide should they decide to do so. In addition to competition between firms within the bottled water industry, the industry itself faces significant competition from other non-alcoholic beverages, including carbonated and non-carbonated soft drinks and waters, juices, sport and energy drinks, coffees, teas and spring and tap water.
We also compete directly and indirectly in the water dispenser marketplace. This marketplace is diverse and faces competition from other methods of purified water consumption such as countertop filtration systems, faucet mounted filtration systems, in-line whole-house filtration systems, water filtration dispensing products such as pitchers and jugs, standard and advanced feature water coolers and refrigerator-dispensed filtered and unfiltered water.
Many of the indirect competitors in the bottled water segment of the nonalcoholic beverage industry are leading consumer products companies, have substantially greater financial and other resources than us, have established a strong brand presence with consumers and have established relationships with retailers, manufacturers, bottlers and distributors necessary to start a self-service drinking water refill business at North American retail locations should they decide to do so. In addition to competition between firms within the bottled water industry, the industry itself faces significant competition from other nonalcoholic beverages, including carbonated and non-carbonated soft drinks and waters, juices, sport and energy drinks, coffees, teas and spring and tap water.
Intellectual Property and Trademarks
We believe that our intellectual property provides a competitive advantage and we have invested substantial time, effort and capital in establishing and protecting our intellectual property rights. We have filed certain patent applications and trademark registration applications and intend to seek additional patents, to develop additional trademarks and seek federal registrations for such trademarks and to develop other intellectual property. We consider our Primo name and related trademarks and our other intellectual property to be valuable to our business and the establishment of a national branded bottled water exchange service.business. We rely on a combination of patent, copyright, trademark and trade secret laws and other arrangements to protect our proprietary rights. We own ten United States federal trademark registrations including registrations for our Primo® and Taste Perfection® trademarks, our Primo® logo and our distinctive four bubble design. U.S. federal trademark registrations generally have a perpetual duration if they are properly maintained and renewed. We also own a pending application to register our Zero Waste. Perfect Tastetm trademark in the United States and Canada for use in association with drinking water dispensers, bottled drinking water and a variety of other non-alcoholic beverages. In addition, the design of our recycling center displays is protected by four United States design patents and two Canadian industrial design registrations. The United States design patents expire between May 2021 and April 2022 and, the Canadian industrial design registrations expire in May 2017.
In addition to patent protection, we also rely on trade secrets and other non-patented proprietary information relating to our product development, business processes and operating activities. We regard portions of our proprietary MIS tools, various algorithms used in our business and the composition of our mineral formula to be valuable trade secrets of Primo. We seek to protect this information through appropriate efforts to maintain its secrecy, including confidentiality agreements.
Governmental Regulation
The conduct of our businesses and the production, distribution, advertising, promotion, labeling, safety, transportation, sale and use of our products are subject to various laws and regulations administered by federal, state, provincial and local governmental agencies in the United States and Canada. It is our policy to abide by the laws and regulations that apply to us, and we require our bottling, manufacturing, and distributing partners to comply with all laws and regulations applicable to them.
We are required to comply with:
| · | federal laws, such as the US Federal Food, Drug and Cosmetic Act, the Canadian Food and Drug Act and the US Occupational Safety and Health Act; |
| · | customs and foreign trade laws and regulations; |
| · | state and provincial consumer protection laws; |
| · | federal, state, provincial and local environmental, health and safety laws; |
| · | laws governing equal employment opportunity and workplace activities; and |
| · | various other federal, state, provincial and local statutes and regulations. |
We maintain environmental, health and safety policies and a quality, environmental, health and safety program designed to ensure compliance with applicable laws and regulations.
The FDA regulates bottled water as a food under the federal Food, Drug and Cosmetic Act. Our bottled water must meet FDA requirements of safety for human consumption, identity, quality and labeling. The Canadian Health Canada Division 12(Division 12) regulates bottled water in Canada. Our bottled water must meet FDA and Health Canada (“HC”) requirements of safety for human consumption, identity, quality and labeling. Further, the sale and marketing of our products is subject to FDA’s and HC’s and the US FTC and Canadian Competition Bureau advertising and promotion requirements and restrictions. In addition, FDA and HC has established current “good manufacturing practice” regulations, which govern the facilities, methods, practices and controls used for the processing, bottling and distribution of bottled drinking water. We and our third-party supply, bottling and distribution partners are subject to these requirements. We also must comply with overlapping and sometimes inconsistent state and provincial regulations in various jurisdictions. As a result, we must expend resources to continuously monitor state and provincial legislative and regulatory activities for purposes of identifying and ensuring compliance with the laws and regulations that apply to our bottled water business in each state in which we operate. While we must meet the government-mandated standards, we believe that our self-imposed standards meet or exceed those set by federal, state, provincial and local regulations.
Additionally, the manufacture, sale and use of resins used to make water bottles are subject to regulation by the FDA and HC. Those regulations are concerned with substances used in food packaging materials, not with specific finished food packaging products. We believe our beverage containers are in compliance with FDA and HC regulations. Additionally, the use of polycarbonates in food containers used by children under three years of age is subject to certain state and local restrictions.
Measures have been enacted in various localities, provinces and states that require a deposit or tax to be charged for certain non-refillable beverage containers. The precise requirements imposed by these measures vary. Other deposit, recycling or product stewardship proposals have been introduced in various jurisdictions. We anticipate that similar legislation or regulations may be proposed in the future at the local, state, provincial and federal levels.
The refill vending machines used with the reverse osmosis water filtration systems are certified by the National Automatic Merchandising Association (“NAMA”). NAMA maintains a “vending machine” certification program which evaluates food and beverage vending machines against current requirements of the U.S. Public Health Service Ordinance and Code. Currently, there are no US or Canadian regulations that cover our refill vending machines. However, certain states, provinces and other regional localities have permit and testing requirements for the operation of the refill vending machines.
Seasonality
We have experienced and expect to continue to experience seasonal fluctuations in our sales and operating income. Our sales and operating income have been highest in the spring and summer, and lowest in the fall and winter. Our Exchange and Refill services,Water segment, which generally enjoyenjoys higher margins than our sales of water dispensers, experienceDispensers segment, experiences higher sales and operating income in the spring and summer. We have historically experienced higher sales and operating income from our water dispensersDispeners in spring and summer; however, we believe the seasonality of dispenser sales will beare more dependent on retailer inventory management and purchasing cycles and not correlated to weather. Sustained periods of poor weather, particularly in the spring and summer, can negatively impact our sales in our higher margin Exchange and Refill services.Water segment. Accordingly, our results of operations in any quarter will not necessarily be indicative of the results that we may achieve for a fiscal year or any future quarter.
Employees
As of December 31, 2012,2015, we had 77 employees, all of whom were full time.135 employees. We believe that our continued success will depend on our ability to continue to attract and retain skilled personnel. We have never had a work stoppage and none of our employees are represented by a labor union. We believe our relationship with our employees is good.
Exchange Act Reports
We make available free of charge through our Internet website, www.primowater.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such materials are electronically filed with or furnished to the Securities and Exchange Commission (“SEC”). The SEC maintains an Internet website, www.sec.gov, which contains reports, proxy and information statements, and other information filed electronically with the SEC. Any materials that the we file with the SEC may also be read and copied at the SEC's Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D. C. 20549. Information on the operations of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330. The information provided on our website is not part of this report and is not incorporated herein by reference.
Risks Relating to Our Business and Industry
We depend on a small number of large retailers for most of our consumer sales. Our arrangements with these retailers for our bottled water exchange services and sales of our water dispensersproducts are nonexclusive and may be terminated at will.
Certain retailers make up a significant percentage of our retail sales volume, such that if one or more of these retailers were to materially reduce or terminate its business with us, our sales would suffer. For 2012,2015, Walmart, and Lowe’s Home Improvement and Home Depot represented approximately 43%39%, 19% and 22%15% of our consolidated net sales, respectively. While we sell a small percentage of our dispensers directly to consumers through our online store and other direct sales channels, the vast majority of our sales are made through our retail partners.
We have arrangements with certain retailers for our products, and services, but we cannot provide any assurance of any future sales. None of our significant retail accounts are contractually bound to offer our Exchange service or water dispensers.products. As a result, retailers can discontinue our Exchange services or products at any time and offer a competitor’s services or products, or none at all. Additionally, the contractual commitments of our retail customers of our refill vending services are typically not long-term in nature. Continued positive relations with a retailer depend upon various factors, including price, customer service, consumer demand and competition. Certain of our retailers have multiple vendor policies and may seek to offer a competitor’s products or services at new or existing locations. If any significant retailer materially reduces, terminates or is unwilling to expand its relationship with us, or requires price reductions or other adverse modifications in our selling terms, our sales would suffer.
Additionally, most major retailers continually evaluate and often modify their in-store retail strategies, including product placement, store set-up and design, promotions and demographic targets. Our business could suffer significant setbacks in net sales and operating income if one or more of our major retail customers modified its current retail strategy resulting in a termination or reduction of its business relationship with us, a reduction in store penetration or an unfavorable product placement within such retailer’s stores, any or all of which could materially adversely affect our business, financial condition, results of operations and cash flows.
The success of our business depends on retailer and consumer acceptance of our products and services.products.
We are a consumer products and services company operating in the highly-competitive bottled water market and rely on continued consumer demand or preference for our products and services.products. To generate sales and profits, we must sell products that appeal to retailers and to consumers. Our future success depends on consumer acceptance, particularly at the household level, of our products and services.products. There is no guarantee that there will be significant market acceptance of our Exchange and Refill services or that we will be successful in selling our water dispensersproducts on a scale necessary to achieve sustained profitability.profitability and the growth we desire.
As a result of our “razor-razorblade” business strategy, we are reliant on consumer adoption of our “razors” (water dispensers) to drive sales of the “razorblades” (Exchange and Refill services)Refill). If we are unable to generate consumer adoption of our water dispensers, we will face significant difficulties growing sales of our Exchange and Refill, services, which would materially adversely affect our business, financial condition, results of operations and cash flows.
The markets for our products and services are evolving rapidly and we may not be able to accurately assess the size of the markets or trends that may emerge and affect our businesses. Consumer preference can change due to a variety of factors, including social trends, negative publicity and economic changes. If we are unable to convince current and potential retail customers and individual consumers of the advantages of our products, and services, our ability to sell our products and services will be limited. Consumer acceptance also will affect, and be affected by, our existing retail partners’ and potential new retail partners’ decisions to sell our products and services and their perception of the likelihood of consumers purchasing our products and services.products. Even if retail customers purchase our products, or services, there is no guarantee that they will be successful in selling our products or services to consumers on a scale necessary for us to achieve sustained profitability.profitability and growth. Any significant changes in consumer preferences for purified bottled water could result in reduced demand for our products and services and erosion of our competitive and financial position.
We operate in a highly competitive industry, face competition from companies with far greater resources than we have and could encounter significant competition from these companies in our niche markets of water bottle exchange servicesExchange and related products and refill vending services.Refill.
We primarily participate in the highly competitive bottled water segment of the nonalcoholicnon-alcoholic beverage industry. The industry is dominated by large and well-known international companies, and numerous smaller firms are also seeking to establish market niches. In our business model,Exchange, we not only offer three- and five-gallon bottled water butand also provide consumers the ability to exchange their used containers as part of our Exchange service. While we are aware of a few direct competitors that operate water bottle exchange networks at retail, we believe they operate on a much smaller scale than we do and we believe they do not have equivalent MIS tools or bottling and distribution capabilities to effectively support major retailers nationwide.containers. Competitive factors with respect to our business include pricing, taste, advertising, sales promotion programs, product innovation, increased efficiency in production and distribution techniques, the introduction of new packaging and brand and trademark development and protection.
Our primary competitors in our bottled water business include Nestlé, The Coca-Cola Company, PepsiCo and Dr Pepper Snapple Group and DS Waters of America.Group. While none of these companies currently offers a nationwide water bottle exchange service at retail, Nestlé and DS Waters of America offer this serviceoffers water bottle exchange on a regional basis. Many of these competitors are leading consumer products companies, have substantially greater financial and other resources than we do, have established a strong brand presence with consumers and have established relationships with retailers, manufacturers, bottlers and distributors necessary to start an exchange business at retail locations nationwide should they decide to do so. Our refill vending servicesRefill business faces direct competition in its industry and for its retail customers from Glacier Water Services, Inc., which has a strong brand presence and greater financial and other resources than we have. Competitors with greater financial resources may put pressure on the prices at which we offer our products and services which would have a negative impact on our margins. In addition to competition between companies within the bottled water industry, the industry itself faces significant competition from other non-alcoholic beverages, including carbonated and non-carbonated soft drinks and waters, juices, sport and energy drinks, coffees, teas and spring and tap water.
We also compete directly and indirectly in the water dispenser marketplace. There are many large consumer products companies with substantially greater financial and other resources, a larger brand presence with consumers and established relationships with retailers that could decide to enter the marketplace. Should any of these consumer products companies so decide to enter the water dispenser marketplace, sales of our water dispensers could be materially and adversely impacted, which, in turn, could materially and adversely affect our sales of bottled water.
We have incurred operating losses in the past and may incur operating losses in the future.
Although we have reported operating income for the year ended December 31, 2015, we have incurred operating losses in the past and may incur operating losses in the future. As of December 31, 2015, our accumulated deficit was $261.4 million. Our losses may return as we incur additional costs and expenses related to branding and marketing, expansion of operations, strategic acquisitions, product development, development of relationships with strategic business partners, regulatory compliance and litigation. If the distributors of our refill vending servicesoperating expenses exceed our expectations, our financial performance will be adversely affected. If our sales do not performgrow to retailer expectations, our retail relationshipsoffset any increased expenses, we may not experience profitability in the future. If we do not achieve sustained profitability, we may be adversely impacted and business may suffer.
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In our bottled water exchangeExchange business, we depend on independent bottlers, distributors and suppliers for our business to operate.
We can make no assurance thatrely on DS Services to perform the majority of the bottling and distribution responsibilities in our Exchange business and are substantially dependent on DS Services’ ability to provide bottling and distribution services to our retail partners. Should our strategic arrangement with DS Services not be successful or should the strategic alliance agreement not be extended beyond its seven year term, we willmay be ableunable to maintain these third-partyre-establish our relationships with prior network of independent bottlers, distributors and suppliers or establish additional relationships as necessary to support growth and profitability of our business on economically viable terms. As independent companies, these bottlers, distributors and suppliers make their own business decisions. Suppliers may choose not to do business with us for a variety of reasons, including competition, brand identity, product standards and concerns regarding our economic viability. They may have the right to determine whether, and to what extent, they produce and distribute our products, our competitors’ products and their own products. Some of the business for these bottlers, distributors and suppliers comes from producing or selling our competitors’ products. These bottlers, distributors and suppliers may devote more resources to other products or take other actions detrimental to our brands. In addition, their financial condition could also be adversely affected by conditions beyond our control and our business could suffer. In addition, we will face risks associated with any bottler’s or distributor’s or DS Services’ failure to adhere to quality control and service guidelines we establish or failure to ensure an adequate and timely supply of product and services at retail locations. Any of these factors could negatively affect our business and financial performance. If we are unable to obtain and maintain a source of supply for bottles, water and other materials, our business will be materially and adversely affected.
In our bottled water exchange business,Exchange, if our distributors do not perform to our retailers’ expectations, if we encounter difficulties in managing our distributor operations or if we or our distributors are not able to manage growth effectively, our retail relationships may be adversely impacted and business may suffer.
We rely on our independent distributors to bottle and deliver our three- and five-gallon bottled water and provide our Exchange service to retailers. Accordingly, our success depends on our ability to manage our retail relationships through the performance of our distributor partners. The majority of our current distributors are independent and wepartners, including DS Services. We exercise only limited influence over the resources theyour distributor partners devote to delivery and exchange of our three- and five-gallon water bottles. Our success depends on our ability to establish and maintain distributor relationships and on the distributors’ ability to operate viable businesses. We can provide no assurance that we will be able to maintain such relationships or establish additional relationships as necessary to support growth and profitability of our business on economically viable terms. Our retailers impose demanding service requirements on us and we could suffer a loss of consumer or retailer goodwill if our distributors do not adhere to our quality control and service guidelines or fail to ensure an adequate and timely supply of bottled water at retail locations. The poor performance of a single distributorservices provided to a major retailer could jeopardize our entire relationship with that retailer and cause our bottled water sales and Exchange servicebusiness to suffer. In addition, the number of retail locations offering our Exchange service and our corresponding sales have grown significantly over the past several years along with our national distributor network. Accordingly, our distributors, including DS Services, must be able to adequately service an increasing number of retail accounts. If our growth is not managed effectively, our Exchange business may suffer.
If the independent service providers supporting our Refill business do not perform to retailer expectations, our retail relationships may be adversely impacted and business may suffer.
With respect to Refill, we orrely, in part, on independent service providers to install, maintain and repair the reverse osmosis water systems at our distributors failretail customers’ locations. In many cases, these independent service providers are also responsible for providing retail customer training with respect to the reverse osmosis water systems, submitting water for testing and conducting monthly meter readings to determine water usage for billing purposes. Accordingly, the success of Refill depends on our ability to manage our growth effectively,retail relationships through the performance of these service providers. The significant majority of these service providers are independent dealers and we exercise only limited influence over the resources they devote to their responsibilities with respect to our bottled waterretail customers. The success of our Refill business depends on our ability to establish and maintain relationships with these independent service providers and on the service providers’ ability to operate viable businesses. There can be no assurance that we will be able to continue to maintain such relationships. Retail customers of Refill impose demanding service requirements and we could suffer a loss of retailer or consumer goodwill if these service providers do not perform to the retail customers’ expectations. The poor performance of a single service provider to a major retailer could jeopardize our entire relationship with that retailer potentially preventing future installations at additional retail locations and causing sales to suffer.
We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our stockholders.
At December 31, 2015, our cash totaled $1.8 million and Exchange servicewe had $15.0 million in additional availability under our revolving credit facility (the “Revolving Credit Facility”) with The Prudential Insurance Company of America and PICA Hartford Life Insurance Comfort Trust. We anticipate that our current cash, availability under the Revolving Credit Facility and cash flow from operations will be sufficient to meet our current capital needs for general corporate purposes. However, we may suffer.need or desire additional capital to finance our operations or to execute on our current or future business strategies, including to expand the number of retail store locations in which our products are offered, enhance our operating infrastructure, acquire new businesses, products or technologies, or otherwise respond to competitive pressures.
If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders. We cannot assure you that additional financing will be available on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms, when we desire them, our ability to invest in our operations, take advantage of unanticipated opportunities, develop or enhance our product offerings, or otherwise respond to competitive pressures would be significantly limited and we could be forced to reduce, delay or cancel capital expenditures, sell assets, or scale down our operations, all of which could harm our ability to generate revenues and reduce the value of our stock.
If we lose key personnel or are unable to recruit qualified personnel, our ability to implement our business strategies could be delayed or hindered. In addition, we may not be able to attract and retain the highly skilled employees we need to support our planned growth.
We are highly dependent upon the services of our senior management because of their experience, industry relationships and knowledge of the business. We are particularly dependent on the services of Billy D. Prim, our Chairman President and Chief Executive Officer. We do not have a formal succession plan in place for Mr. Prim.
The loss of one or more of our key employees could seriously harm our business and we may not be able to attract and retain individuals with the same or similar level of experience or expertise. We face competition for qualified employees from numerous sources and there can be no assurance that we will be able to attract and retain qualified personnel on acceptable terms. Our ability to recruit and retain such personnel will depend upon a number of factors, such as our results of operations, prospects and the level of competition then prevailing in the market for qualified personnel. Failure to recruit and retain such personnel could materially adversely affect our business, financial condition and results of operations. While our employment agreements with members of our senior management include customary confidentiality, non-competition and non-solicitation covenants, there can be no assurance that such provisions will be enforceable or adequately protect us.
We have substantial Canadian operations and are exposed to fluctuations in currency exchange rates and political uncertainties.
We have substantial Canadian operations, and as a result, we are subject to risks associated with doing business internationally. Risks inherent to operating internationally include:
| changes in a country’s economic or political conditions, changes in foreign currency exchange rates, and unexpected changes in regulatory requirements. |
To the extent the United States dollar strengthens against the Canadian dollar, our foreign revenues and profits will be reduced when translated into United States dollars.
In our water dispenser business,the Dispensers segment, because all of our dispensers are manufactured in China, a significant disruption in the operations of these manufacturers or political unrest in China could materially adversely affect us.
We have only three manufacturers of water dispensers. Any disruption in production or inability of our manufacturers to produce quantities of water dispensers adequate to meet our needs could significantly impair our ability to operate our water dispenser businessthe Dispensers segment on a day-to-day basis. Our manufacturers are located in China, which exposes us to the possibility of product supply disruption and increased costs in the event of changes in the policies of the Chinese government, political unrest or unstable economic conditions in China, changes in currency exchange rates or developments in the U.S. that are adverse to trade, including enactment of protectionist legislation. In addition, in some cases, our dispensers are shipped directly from the manufacturer to our retail partners. Although we routinely inspect and monitor our manufacturing partners’ activities and products, we rely heavily upon their quality controls when producing and delivering the dispensers to our retail partners. Any of these matters could materially adversely affect our water dispenser businessDispensers and, as a result, our profitability.
If the water we sell became contaminated, our business could be seriously harmed.
We have adopted various quality, environmental, health and safety standards. However, our products may still not meet these standards or could otherwise become contaminated. A failure to meet these standards or contamination could occur in our operations or those of our bottlers, distributors or suppliers. Such a failure or contamination could result in expensive production interruptions, recalls and liability claims. A widespread product recall could result in losses due to the costs of a recall, the destruction of product inventory and lost sales due to the unavailability of product for a period of time. We could also suffer losses from a significant product liability judgment against us. Moreover, negative publicity could be generated even from false, unfounded or nominal liability claims or limited recalls. Any of these failures or occurrences could negatively affect our business and financial performance.
If any component of ourthe water dispensers we sell is misused, the appliance may fail and cause personal injury or property damage. We may be subject to product liability claims as a result of any such failure, which will likely increase our costs and adversely affect our business and reputation.
Although we include explicit instructions for the operation of our water dispensers we sell and safety warnings are included on all of the products we sell, consumers may misuse these products, including by tampering with the hot water safety lock devices, which could expose consumers to hot liquids. The misuse of any of the components of our water dispensers we sell may cause personal injury and damage to property.
Our product liability insurance for personal injury and damage to property may not be sufficient or available to cover any successful product liability claim, or similar claims, against us, which could materially adversely impact our financial condition. Whether or not a claim against us would be successful, defense of the claim may be costly and the existence of any claim may adversely impact our reputation, financial condition or results of operations.
Interruption or disruption of our supply chain, distribution channels, bottling and distribution network or third-party services providers could adversely affect our business, financial condition and results of operations.
Our ability and that of our business partners, including suppliers, bottlers, distributors, retailers and third-party distributors,service providers, to manufacture, sell and deliver products and services is critical to our success. Interruption or disruption of our supply chain, distribution channels or service network due to unforeseen events, including war, terrorism and other international conflicts, public health issues, natural disasters such as earthquakes, fires, hurricanes or other adverse weather and climate conditions, strikes and other labor disputes, whether occurring in the United States or abroad, could impair our ability to manufacture, sell or deliver our products and services.
products.
The consolidation of retail customers may adversely impact our operating margins and profitability.
Our customers, such as mass merchants, supermarkets, warehouse clubs, food distributors and drug and pharmacy stores, have consolidated in recent years and consolidation may continue. These consolidations have produced large, sophisticated customers with increased buying power. As a result, we are increasingly dependent on key retailers, which have significant bargaining power. If we fail to respond to these trends in our industry, our volume growth could slow or we may need to lower prices or increase trade promotions and consumer marketing for our products, and services, both of which would adversely affect our margins and our financial results. These retailers may use floor or shelf space currently used for our products and servicesdisplays for their own private label products and services.products. In addition, retailers are increasingly carrying fewer brands in any one category and our results of operations will suffer if we are not selected by our significant customers to remain a vendor. In the event of consolidation involving our current retailers, we may lose key business if the surviving entities do not continue to purchase products or services from us.
We depend on key management information systems.
We depend on our management information systems (MIS)(“MIS”) to process orders, manage inventory and accounts receivable, maintain distributor and customer information, maintain cost-efficient operations and assist distributors in delivering products and services on a timely basis. Any disruption in the operation of our MIS tools, the loss of employees knowledgeable about such systems, the termination of our relationships with third-party MIS partners or our failure to continue to effectively modify such systems as business expands could require us to expend significant additional resources or to invest additional capital to continue to manage our business effectively, and could even affect our compliance with public reporting requirements. Additionally, our MIS tools are vulnerable to interruptions or other failures resulting from, among other things, natural disasters, terrorist attacks, software, equipment or telecommunications failures, processing errors, computer viruses, hackers, other security issues or supplier defaults. Security, backup and disaster recovery measures may not be adequate or implemented properly to avoid such disruptions or failures. Any disruption or failure of these systems or services could cause substantial errors, processing inefficiencies, security breaches, inability to use the systems or process transactions, loss of customers or other business disruptions, all of which could negatively affect our business and financial performance.
We are subject to inventory loss and theft.
We are subject to the risk of inventory loss and theft. We have experienced inventory shrinkage in the past, and we cannot assure you that incidences of inventory loss and theft will decrease in the future or that the measures we are taking will effectively address the problem of inventory shrinkage. Although some level of inventory shrinkage is a necessary and unavoidable cost of doing business, if we were to experience higher rates of inventory shrinkage or incur increased security costs to combat inventory theft, our financial condition could be affected adversely.
Our results of operations could be adversely affected as a result of the impairment of intangibles.
In accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), we must identify and value intangible assets that we acquire in business combinations, such as customer arrangements, customer relationships and non-compete agreements, that arise from contractual or other legal rights or that are capable of being separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged. The fair value of identified intangible assets is based upon an estimate of the future economic benefits expected to result from ownership, which represents the amount at which the assets could be bought or sold in a current transaction between willing parties, other than in a forced or liquidation sale.
U.S. GAAP provides that intangible assets that have indefinite useful lives not be amortized, but instead must be tested at least annually for impairment, and intangible assets that have finite useful lives should continue to be amortized over their useful lives. U.S. GAAP also provides specific guidance for testing goodwill and other non-amortized intangible assets for impairment. Absent any impairment indicators, we perform our impairment tests annually during the fourth quarter.
We review our intangible assets with definite lives for impairment when events or changes in business conditions indicate the carrying value of the assets may not be recoverable, as required by U.S. GAAP. An impairment of intangible assets with definite lives exists if the sum of the undiscounted estimated future cash flows expected is less than the carrying value of the assets. If this measurement indicates a possible impairment, we compare the estimated fair value of the asset to the net book value to measure the impairment charge, if any. The impairment test for indefinite-lived intangibles consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess.
We cannot predict the occurrence of certain future events that might adversely affect the reported value of intangible assets that totaled $12.5$8.1 million at December 31, 2012.2015. Such events include strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on our customer base, material negative changes in our relationships with material customers and other parties breaching their contractual obligations under non-compete agreements. Future impairments, if any, will be recognized as operating expenses.
If we are unable to build and maintain our brand image and corporate reputation, our business may suffer.
Adverse weather conditions could negatively impact our business.
Unseasonable or unusual weather may negatively impact demand for our products. The sales of our bottled water products water dispensers and refill vending services are influenced to some extent by weather conditions in the markets in which we operate. Unusually cool or rainy weather may reduce temporarily the demand for our products and contribute to lower sales, which would have an adverse effect on our results of operations for such periods.
Water scarcity and poor quality could negatively impact our long-term profitability.
Water is a limited resource facing unprecedented challenges from overexploitation, population growth, increasing pollution, poor management and climate change. As demand for water continues to increase and as water becomes scarcer and the quality of available water deteriorates, our business may incur increasing costs or face capacity constraints which could adversely affect our profitability or net sales in the long run.
Our financial results and achievement of our growth strategy is dependent on our continued innovation and the successful development and launch of new products and product extensions.
Achievement of our growth strategy is dependent, among other things, on our ability to extend the product offerings of our existing brands and introduce innovative new products. Although we devote significant focus to the development of new products, we may not be successful in developing innovative new products or our new products may not be commercially successful. Our financial results and our ability to maintain or improve our competitive position will depend on our ability to effectively gauge the direction of our key marketplaces and successfully identify, develop, manufacture, market and sell new or improved products in these changing marketplaces. In addition, our introduction of new products or product extensions may generate litigation or other legal proceedings against us by competitors claiming infringement of their intellectual property or other rights, which could negatively impact our results of operations.
We may pursue acquisitions and investments in new product lines, businesses or technologies that involve numerous risks, which could disrupt our business or adversely affect our financial condition and results of operations.
We may in the future acquire or invest in new product lines, businesses or technologies to expand our current products and services.products. Acquisitions present a number of potential risks and challenges that could disrupt our business operations, increase our operating costs or capital expenditure requirements and reduce the value of the acquired product line, business or technology. For example, if we identify an acquisition candidate, we may not be able to successfully negotiate or finance the acquisition on favorable terms or at all. The process of negotiating acquisitions and integrating acquired products, services, technologies, personnel or businesses might result in significant transaction costs, operating difficulties or unexpected expenditures and might require significant management attention that would otherwise be available for ongoing development of our business. If we are successful in consummating an acquisition, we may not be able to integrate the acquired product line, business or technology into our existing business and products and we may not achieve the anticipated benefits of any acquisition. Furthermore, potential acquisitions and investments may divert our management’s attention, require considerable cash outlays and require substantial additional expenses that could harm our existing operations and adversely affect our results of operations and financial condition. To complete future acquisitions, we may issue equity securities, incur debt, assume contingent liabilities or incur amortization expenses and write-downs of acquired assets, any of which could dilute the interests of our stockholders or adversely affect our profitability or cash flow.
A further slowdown in the U.S. economy or other economic factors affecting disposable consumer income, such as employment levels, inflation, business conditions, fuel and energy costs, consumer debt levels, lack of available credit, interest rates, and tax rates, may affect our business adversely by reducing overall consumer spending or by shifting the purchasing habits of our target consumers, both of which could result in lower net sales, decreases in inventory turnover or a reduction in profitability due to lower margins. The current global economic uncertainty, the impact of recessions, and the potential for failures or realignments of financial institutions and the related impact on available credit may impact our suppliers, our distributors, our retail customers, and our operations in an adverse manner including, but not limited to, the inability of our retail customers to timely pay their obligations to us, thus reducing our cash flow, increased costs related to our distribution channels, the inability of our vendors to timely supply materials and an increased likelihood that our lender may be unable to honor its commitments under our senior revolving credit facility.
Risks Relating to Regulatory and Legal Issues
Our products and services are heavily regulated in the United States and Canada. If we are unable to continue to comply with applicable regulations and standards in any jurisdiction, we might not be able to sell our products in that jurisdiction or they could be recalled, and our business could be seriously harmed.
The production, distribution and sale of our products in the United States are subject to regulation by the FDA under the Federal Food, Drug and Cosmetic Act (the “FDCA”), and by other regulatory authorities under the Occupational Safety and Health Act, the Lanham Act and various environmental statutes. In Canada, these activities are subject to regulation by Health Canada and the Canadian Food Inspection Agency (the “CFIA”) under the Canadian Food and Drugs Act. We are also subject to various other federal, state, provincial and local statutes and regulations applicable to the production, transportation, sale, safety, advertising, promotion, labeling and ingredients of such products. For example, measures have been enacted in various localities and states that require a deposit to be charged for certain non-refillable beverage containers. The precise requirements imposed by these measures vary. Other deposit, recycling or product stewardship proposals have been introduced in various jurisdictions. We anticipate that similar legislation or regulations may be proposed in the future at the local, state and federal levels.
The FDA regulates bottled water as a food under the FDCA. Our bottled water must meet FDA and CFIA requirements of safety for human consumption, identity, quality and labeling. Further, any claims we make in marketing our products, such as claims related to the beneficial health effects of drinking water, are subject to FDA’s and Canadian Competition Bureau’s advertising and promotion requirements and restrictions. In addition, the FDA and HC have established current good manufacturing practices, regulations which govern the facilities, methods, practices and controls used for the processing, bottling and distribution of bottled drinking water. We are subject to additional or changing requirements under the recently enacted Federal Food Safety Modernization Act of 2011, which requires among other things, that food facilities conduct contamination hazard analyses, implement risk-based preventive controls and develop track and trace capabilities. We and our third-party bottling and distribution partners are subject to these requirements. In addition, all public drinking water must meet Environmental Protection Agency standards established under the Safe Drinking Water Act for mineral and chemical concentration and drinking water quality and treatment. We also must comply with overlapping and, in some cases, inconsistent state regulations in a variety of areas. These state-level regulations, among other things, set standards for approved water sources and the information that must be provided and the basis on which any therapeutic claims for water may be made. In Canada, we are subject to similar regulations administered by Health Canada and the CFIA, as well as provincial authorities. We must expend resources to continuously monitor national, state and provincial legislative and regulatory activities in order to identify and ensure compliance with laws and regulations that apply to our bottled water business in each state and province in which we operate.
Additionally, the manufacture, sale and use of resins used to make water bottles are subject to regulation by the FDA and HC. These regulations relate to substances used in food packaging materials, not with specific finished food packaging products. Our beverage containers are deemed to be in compliance with FDA regulations if the components used in the containers: (i) are approved by the FDA and HC as indirect food additives for their intended uses and comply with the applicable FDA indirect food additive regulations; or (ii) are generally recognized as safe for their intended uses and are of suitable purity for those intended uses.
The Consumer Product Safety Commission, FDA, Health Canada, CFIA or other applicable regulatory bodies may require the recall, repair or replacement of our products if those products are found not to be in compliance with applicable standards or regulations. The failure of our third party manufacturers or bottlers to produce merchandise that adheres to our quality control standards could damage our reputation and lead to customer litigation against us. If our manufacturers or distributors are unable or unwilling to recall products failing to meet our quality standards, we may be required to remove merchandise or recall those products at a substantial cost to us. We may be unable to recover costs related to product recalls.
We believe that our self-imposed standards meet or exceed those set by federal, state, provincial and local regulations. In addition, we voluntarily comply with the Federal Trade Commission’s “Green Guides” concerning the making of environmental claims in marketing materials. Nevertheless, our failure or the failure of our suppliers, bottlers, distributors or third-party service providers to comply with federal, state, provincial or local laws, rules or regulations could subject us to potential governmental enforcement action for violation of such regulations, which could result in warning letters, fines, product recalls or seizures, civil or criminal penalties and/or temporary or permanent injunctions, each of which could materially harm our business, financial condition and results of operations. In addition, our failure, or even our perceived failure, to comply with applicable laws, rules or regulations could cause retailers and others to determine not to do business with us or reduce the amount of business they do with us.
There can be no assurance that we will comply with all applicable laws and regulations to which we and our products are subject. If we fail to comply, we may be subject to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, which could have a material adverse effect on our business, results of operations and reputation.
Litigation or legal proceedings could expose us to significant liabilities, including product liability claims, occupy a significant amount of our management’s time and attention and damage our reputation.
We are from time to time party to various litigation claims and legal proceedings. We evaluate these claims and proceedings to assess the likelihood of unfavorable outcomes and estimate, if possible, the amount of potential losses. If our products are not properly manufactured or designed, personal injuries or property damage could result, which could subject us to claims for damages. The costs associated with defending product liability and other claims, and the payment of damages, could be substantial. Our reputation could also be adversely affected by such claims, whether or not successful.
We are currently party to various legal and other proceedings. In particular, a putative class action has been filed against us in response to certain disclosures we have made in our filings with the Securities and Exchange Commission. See Item 3, Legal Proceedings. These matters may involve substantial expense to us and occupy a significant amount of our management’s time and attention, which could have a material adverse impact on our financial position and our results of operations. In addition, there could be an increase in the scope of these matters and there could be additional lawsuits, claims, proceedings or investigations in the future. We can provide no assurances as to the outcome of any litigation.
We may establish reserves as appropriate based upon assessments and estimates in accordance with our accounting policies.policies in accordance with U.S. GAAP. We base our assessments, estimates and disclosures on the information available to us at the time and rely on legal and management judgment. Actual outcomes or losses may differ materially from assessments and estimates. Actual settlements, judgments or resolutions of these claims or proceedings may negatively affect our business and financial performance. A successful claim against us that is not covered by insurance or is in excess of our available insurance limits could require us to make significant payments of damages and could materially adversely affect our financial condition, results of operations and financial condition.cash flows.
Our inability to protect our intellectual property, or our involvement in damaging and disruptive intellectual property litigation, could adversely affect our business, results of operations and financial condition or result in the loss of use of products or services.
We have filed certain patent applications and trademark registration applications and intend to seek additional patents, to develop additional trademarks and seek federal registrations for such trademarks and to develop other intellectual property. We consider our Primo name and related trademarks and our other intellectual property to be valuable to our business, including the establishment of a national branded bottled water exchange program. We rely on a combination of patent, copyright, trademark and trade secret laws and other arrangements to protect our proprietary rights and could incur substantial expense to enforce our rights under such laws. A number of other companies, however, use trademarks similar or identical to the Primo® mark to identify their products, and we may not be able to stop these other companies from using such trademarks. The requirement to change any of our trademarks, service marks or trade names could entail significant expense and result in the loss of any goodwill associated with that trademark, service mark or trade name. While we have filed, and intend to file in the future, patent applications, where appropriate, and to pursue such applications with the patent authorities, we cannot be sure that patents will be issued on such applications or that any issued patents will not be successfully contested by third parties. Also, since issuance of a patent does not prevent other companies from using alternative, non-infringing technology or designs, we cannot be sure that any issued patents, or patents that may be issued to others and licensed to us, will provide significant or any commercial protection, especially as new competitors enter the market.
In addition to patent protection, we also rely on trade secrets and other non-patented proprietary information relating to our product development, business processes and operating activities. We seek to protect this information through appropriate efforts to maintain its secrecy, including confidentiality agreements. We cannot be sure that these efforts will be successful or that confidentiality agreements will not be breached. We also cannot be sure that we would have adequate remedies for any breach of such agreements or other misappropriation of our trade secrets, or that our trade secrets and proprietary know-how will not otherwise become known or be independently discovered by others. Our failure to successfully develop intellectual property, or to successfully obtain, maintain and enforce patents, trademarks and other intellectual property, could affect our ability to distinguish our products and services from those of our competitors and could cause our sales to suffer.
Where necessary, we may initiate litigation to enforce our patent or other intellectual property rights. Any such litigation may require us to spend a substantial amount of time and money and could distract management from its day-to-day operations. Moreover, there is no assurance that we will be successful in any such litigation or that such litigation will not result in successful counterclaims or challenges to the validity of our intellectual property rights.
Our business and our ability to provide products and services may be impaired by claims that we infringe the intellectual property rights of others. Vigorous protection and pursuit of intellectual property rights characterize the consumer products industry. These traits can result in significant, protracted and materially expensive litigation. In addition, parties making infringement and other claims may be able to obtain injunctive or other equitable relief that could effectively block our ability to provide our products, services or utilize our business methods and could cause us to pay substantial damages. In the event of a successful claim of infringement, we may need to obtain one or more licenses from third parties, which may not be available at a reasonable cost, or at all. It is possible that our intellectual property rights may not be valid or that we may infringe existing or future proprietary rights of others. Any successful infringement claims could subject us to significant liabilities, require us to seek licenses on unfavorable terms, prevent us from manufacturing or selling products, providing services and utilizing business methods and require us to redesign or, in the case of trademark claims, re-brand our Company, products or services, any of which could have a material adverse effect on our business, results of operations or financial condition.
The three- and five-gallon polycarbonate plastic bottles that we use to bottle our water and sell in connection with our exchange business contain bisphenol A (“BPA”), a chemical that can possibly have adverse health effects on consumers, particularly young children. Any significant change in state, provincial or federal legislation, government regulation or perception by our customers of polycarbonate plastic in food and beverage products could adversely affect our operations and financial results.
Our three- and five-gallon polycarbonate plastic bottles contain BPA. The use of BPA in food packaging materials has been subject to safety assessments by several international, federal and state authorities. As perPursuant to the March 30, 2012 FDA ruling, “the Food and Drug Administration’s assessment is that the scientific evidence at this time does not suggest that the very low levels of human exposure to BPA through the diet are unsafe. The most appropriate course of action at this time is to continue scientific study and review of all new evidence regarding the safety of BPA.” In the fall of 2014, FDA experts from across the agency, specializing in toxicology, analytical chemistry, endocrinology, epidemiology, and other fields, completed a four-year review of more than 300 scientific studies. The FDA review did not find any information in the evaluated studies to prompt a revision of FDA’s safety assessment of BPA in food packaging at the time of the review.
Health Canada's Food Directorate has concluded that the current dietary exposure to BPA through food packaging uses is not expected to pose a health risk to the general population, including newborns and infants. However, due to the uncertainty raised in some animal studies relating to the potential effects of low levels of BPA, the Government of Canada is taking action to enhance the protection of infants and young children. It is therefore recommended that the general principle of ALARA (as low as reasonably achievable) be applied to continue efforts on limiting BPA exposure from food packaging applications to infants and newborns, specifically from pre-packaged infant formula products as a sole source food and baby bottles, for this sensitive segment of the population.
Media reports and the FDA report have prompted concern in our marketplace among existing and potential customers. It is possible that developments surrounding this issue could lead to adverse effects on our business. Such developments could include:
| · | increased publicity that changes public or regulatory perception regarding packaging that uses BPA, so that significant numbers of consumers stop purchasing products that are packaged in polycarbonate plastic; |
| · | the emergence of new scientific evidence that suggests that the low doses of BPA to which consumers may be exposed when using polycarbonate plastic is unsafe; |
| · | interpretations of existing evidence by the FDA or other regulatory agencies that lead to prohibitions on the use of polycarbonate plastic as packaging for consumable products; |
| · | the listing of BPA by California’s Office of Environmental Health Hazard Assessment on the state’s Proposition 65 list, which would require us to label our products with information about BPA content and could obligate us to evaluate the levels of exposure to BPA associated with the use of our products; and |
| · | the inability of sellers of consumable products to find an adequate supply of alternative packaging if polycarbonate plastic containing BPA becomes an undesirable or prohibited packaging material. |
In addition, federal, state, provincial and local governmental authorities have and continue to introduce, and in certain states and provinces enact proposals intended to restrict or ban the use of BPA in food and beverage packaging materials.
If any of these events were to occur, our sales and operating results could be materially adversely affected.
Legislative and executive action in state and local governments enacting local taxes on bottled water to include multi-gallon bottled water could adversely affect our business and financial results.
Regulations have been enacted or proposed in some localities where we operate to enact local taxes on bottled water. These actions are purportedly designed to discourage the use of bottled water due in large part to concerns about the environmental effects of producing and discarding large numbers of plastic bottles. While we have not to date directly experienced any adverse effects from these concerns, and we believe that our products are sufficiently different from those affected by recent enactments, there is no assurance that our products will not be subject to future legislative and executive action by state and local governments, which could have a material adverse effect on our business, results of operations or financial condition.
Changes in taxation requirements could affect our financial results.
We are subject to income tax in the numerous jurisdictions in which we generate net sales. In addition, our water dispensers we sell are subject to certain import duties and sales taxes in certain jurisdictions in which we operate. Increases in income and other tax rates could reduce our after-tax income from affected jurisdictions, while increases in indirect taxes could affect our products’ and services’ affordability and therefore reduce demand for our products and services.products.
Our ability to use net operating loss carryforwards in the United States may be limited.
As of December 31, 2012,2015, we had net operating losses of approximately $109.7$135.8 million for federal income tax purposes, which expire at various dates through 2032.2035. To the extent available and not otherwise utilized, we intend to use any net operating loss carryforwards to reduce the U.S. corporate income tax liability associated with our operations. Section 382 of the Internal Revenue Code of 1986, as amended, generally imposes an annual limitation on the amount of net operating loss carryforwards that may be used to offset taxable income when a corporation has undergone certain changes in stock ownership. Our ability to utilize net operating loss carryforwards may be limited, under this section or otherwise, in the future. To the extent our use of net operating loss carryforwards is significantly limited, our income could be subject to U.S. corporate income tax earlier and in amounts greater than it would if we were able to use net operating loss carryforwards, which could result in lower profits.profits and reduced cash flows.
Risks Relating to Our Common Stock
The value of our common stock could be volatile.
The overall market and the price of our common stock may fluctuate greatly. Shares of our common stock were sold in our November 2010 initial public offering at a price of $12.00 per share, and, as of March 8, 2013,February 26, 2016, our common stock has subsequently traded as high as $16.45 and as low as $0.69 per share. An active, liquid and orderly market for our common stock may not be sustained, which could depress the trading price of our common stock. The trading price of our common stock may be significantly affected by various factors, including:including quarterly fluctuations in our operating results, changes in investors’ and analysts’ perception of the business risks and conditions of our business, our ability to meet the earnings estimates and other performance expectations of financial analysts or investors, unfavorable commentary or downgrades of our stock by equity research analysts, and general economic or political conditions.
Future sales of our common stock, or the perception in the public markets that these sales may occur, may depress our stock price.
The market price of our common stock could decline as a result of sales of shares of our common stock in the market or the perception that these sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
Additionally, we have filed a “shelf” registration statement with the SEC pursuant to which we may sell common stock, preferred stock, debt securities, warrants, rights and units at any time in one or more offerings up to a total public offering price of $75.0 million. The registration statement was declared effective by the SEC on January 13, 2012.December 10, 2014. The offer or sale of all or a portion of the above described securities may have an adverse effect on the market price of our common stock.
Concentration of ownership among our existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.
As of March 8, 2013,February 26, 2016, our executive officers, directors and their affiliates beneficially own, in the aggregate, approximately 16%19% of our outstanding shares of common stock. In particular, Billy D. Prim, our Chairman and Chief Executive Officer, and President, beneficially owns approximately 10% of our outstanding shares of common stock as of March 8, 2013.February 26, 2016. As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control of our Company or changes in management and will make the approval of certain transactions difficult or impossible without the support of these stockholders.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. We currently have research coverage by four securities and industry analysts. If one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.
Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our CompanyPrimo more difficult without the approval of our Board of Directors. These provisions:
| · | authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of common stock; |
| · | eliminate the ability of our stockholders to act by written consent in most circumstances; |
| · | eliminate the ability of our stockholders to remove a member of our Board of Directors without cause; |
| · | eliminate the ability of our stockholders to call a special meeting of the stockholders; |
| · | establish advance notice requirements for nominations for elections to our Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; |
| · | provide that the Board of Directors is expressly authorized to make, alter or repeal our amended and restated bylaws; and |
| · | establish a classified board of directors the members of which serve staggered three-year terms. |
As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of our outstanding common stock.
These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of our Company, including actions that our stockholders may deem advantageous, or negatively affect the trading price of our common stock. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.
Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could result in a restatement of our financial statements, cause investors to lose confidence in our financial statements and our company and have a material adverse effect on our business and stock price.
Effective internal controls are necessary for us to provide reliable financial reports and to operate successfully as a publicly traded company. As a public company, we are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, which requires annual management assessments of the effectiveness of our internal controls over financial reporting.
Testing and maintaining internal controls can divert our management's attention from other matters that are important to our business. We may not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404.404 or our independent registered public accounting firm may not be able or willing to issue an unqualified report if we conclude that our internal controls over financial reporting are not effective. If we are unable to conclude that we have effective internal controls over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified report as required by Section 404, investors could lose confidence in our reported financial information and our company, which could result in a decline in the market price of our common stock, and cause us to fail to meet our reporting obligations in the future, which in turn could impact our ability to raise additional financing if needed in the future.
Risks Relating to Our Indebtedness
Restrictive covenants in our Senior Revolving Credit Facility and Term LoanNotes restrict or prohibit our ability to engage in or enter into a variety of transactions, which could adversely restrict our financial and operating flexibility and subject us to other risks.
| · | incur additional |
| · | make restricted payments (including paying dividends on, redeeming or repurchasing capital stock); |
| · | make certain expenditures, investments or acquisitions; |
| · | create liens on our assets to secure debt; |
| · | make certain prepayments without penalties; |
| · | engage in certain types of transactions with affiliates; |
| · | apply the proceeds of certain debt and equity financing transactions at our discretion; |
| · | engage in sale-and-leaseback or similar transactions; |
| · | transfer or sell assets, merge, liquidate or |
| · | change the general nature of our line of business. |
Any or all of these covenants could have a material adverse effect on our business by limiting our ability to take advantage of financing, merger and acquisition or other corporate opportunities and to fund our operations. Any future debt could also contain financial and other covenants more restrictive than those to be imposed under our Senior Revolving Credit Facility and Term Loan.Notes.
A breach of a covenant or other provision in any debt instrument governing our current or future indebtedness could result in a default under that instrument and, due to customary cross-default and cross-acceleration provisions, could result in a default under any other debt instrument that we may have. If the lenders under our indebtedness were to so accelerate the payment of the indebtedness, we cannot assure you that our assets or cash flow would be sufficient to repay in full our outstanding indebtedness, in which event we likely would seek reorganization or protection under bankruptcy or other, similar laws.
We may be unable to generate sufficient cash flow to service our debt obligations. In addition, our inability to generate sufficient cash flows to support operations and other activities without debt financing could prevent future growth and success.
Our ability to generate cash, make scheduled payments or refinance our obligations depends on our successful financial and operating performance. Our financial and operating performance, cash flow and capital resources depend upon prevailing economic conditions and various financial, business and other factors, many of which are beyond our control. If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt, any or all of which could have a material adverse effect on our business, financial condition and results of operations. In addition, we cannot assure you that we would be able to take any of these actions on terms acceptable to us, or at all, that these actions would enable us to continue to satisfy our capital requirements or that these actions would be permitted under the terms of our various debt agreements.
If we are unable to generate sufficient cash flows to support capital expansion, business acquisition plans and general operating activities, and are unable obtain the necessary funding for these items through debt financing, our business could be negatively affected and we may be unable to expand into existing and new markets. Our ability to generate cash flows is dependent in part upon obtaining necessary financing at favorable interest rates. Interest rate fluctuations and other capital market conditions may prevent us from doing so.
Global capital and credit market issues could negatively affect our liquidity, increase our costs of borrowing and disrupt the operations of our suppliers, bottlers, distributors and customers.
The global capital and credit markets have experienced increased volatility and disruption in recent years, making it more difficult for companies to access those markets. There can be no assurance that continued or increased volatility and disruption in the capital and credit markets will not impair our liquidity or increase our costs of borrowing. Our business could also be negatively impacted if our suppliers, bottlers, distributors or retail customers experience disruptions resulting from tighter capital and credit markets or a slowdown in the general economy.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our corporate headquarters, including our principal administrative, marketing, sales, technical support and research and development facilities, are located in Winston-Salem, North Carolina where we lease approximately 15,60020,316 square feet under an agreement that expires on MayDecember 31, 2013. We also lease approximately 20,250 square feet of office and warehouse space in Eagan, Minnesota under an agreement that expires in October 2014. Effective December 2011, the Eagan facility was permanently closed and the assembly and refurbishing operations were transferred to a third-party supplier.2017.
We believe that our current facilities are suitable and adequate to meet our current needs, and that suitable additional or substitute space will be available as needed to accommodate expansion of our operations.
From time to time, we are involved in various claims and legal actions that arise in the normal course of business. Management believes that the outcome of such legal actions will not have a significant adverse effect on our financial position, results of operations or cash flows.
Florida Concentrates Suit
On October 16, 2012, Primo was served with the Summonsa summons and Complaintcomplaint in a suitlawsuit filed in the Florida state courtscourt (the Circuit Court for the Twentieth Judicial District in Collier County, Florida) on September 26, 2012. Plaintiffs in the suitlawsuit are Florida Concentrates International, LLC (a Florida limited liability company), Florida Sparkling DS, LLC (a Florida limited liability company), and Didier Hardy (a Florida resident and apparently the principal of the LLC plaintiffs). Also named as defendants are Susan and Scott Ballantyne (alleged to be Florida residents) and SDS-IC. The suit was filed in the Circuit Court for the Twentieth Judicial District (Collier County, Florida).SDS-IC are also named as defendants. Plaintiffs' allegations includeincluded breach of contract, misappropriation of trade secrets and certain additional claims, and plaintiffs seek monetary damages. This lawsuit was voluntarily dismissed with prejudice on February 24, 2016.
Omnifrio Single-Serve Beverage Business
Deferred purchase price payments totaling $1.9 million and $2.0 million were included within liabilities of disposal group, net of current portion, and other long-term liabilities on the consolidated balance sheets as of December 31, 2015 and 2014, respectively. These payments were related to the April 11, 2011 acquisition of certain intellectual property and other assets from the seller, Omnifrio Beverage Company LLC (“Omnifrio”). On July 19, 2013, we entered into a conditional settlement and release agreement with Omnifrio and certain other parties pursuant to which we agreed to, among other things, use commercially reasonable efforts to sell the assets purchased from Omnifrio in April 2011 and to provide Omnifrio certain amounts of the proceeds of any such sale in exchange for Omnifrio agreeing to release us from any claims related to the milestone payments included in our original purchase agreement with Omnifrio and, upon the sale of such assets, to release us from any claims related to the deferred purchase price payments included in such agreement. The conditional settlement and release agreement was amended on July 19, 2014, October 18, 2014, April 18, 2015, June 25, 2015 and January 1, 2016, each time to extend its term. The conditional settlement and release agreement is currently in effect through June 30, 2016.
Prism Arbitration
On August 5, 2014, Primo Distribution, LLC (also known as Prism Distribution) initiated an arbitration proceeding against us, claiming less than $1.0 million in damages for alleged breach of contract. The arbitration was filed with the American Arbitration Association, and was amended on December 19, 2014 to include additional claims for conversion, unfair and deceptive trade practices, fraud, and unjust enrichment. Damages claimed remain less than $1.0 million. We do not believe that the suitclaim has any merit whatsoever, and plan to vigorously contest and defend against it. We have filed a motion to dismiss all claims, which is currently pending.
Texas Regional Operator Litigation/Arbitration
On August 8, 2014, a lawsuit was commenced against us by our regional operators Artesia Springs, LLC, HOD Enterprises, L.P., and BBB Water, Inc. (the “ROs”) in the State of Texas. DS Services is also named as a defendant in the lawsuit. The lawsuit was filed in the 166th Judicial District Court of Bexar County, Texas, and was served upon us on August 25, 2014. We removed the lawsuit to the United States District Court for the Western District of Texas on September 5, 2014. The claims alleged against us in the lawsuit are breach of contract, conspiracy and fraud, and the ROs seek unspecified monetary damages as well as injunctive relief. On January 31, 2015, the District Judge dismissed the case without prejudice and indicated that to pursue their claims, the plaintiffs would have to proceed with alternative dispute resolution in North Carolina as provided in their contracts.
On April 10, 2015, the ROs initiated an arbitration proceeding with the American Arbitration Association (“AAA”). The claims asserted are essentially the same as the ones made in their lawsuit described above. The ROs most recently re-filed their consolidated claims in the arbitration proceeding on September 15, 2015, and we filed counterclaims against Artesia Springs, LLC and HOD Enterprises, L.P. on October 20, 2015. We resolved the claims asserted by BBB Water, Inc. as of December 31, 2015, and BBB Water, Inc. is no longer a party to the arbitration proceedings. We do not believe that the ROs’ claims have any merit and plan to vigorously contest and defend against them.
Not applicable.
PART II
The table below presents the high and low sales prices per share of our common stock as reported on the Nasdaq Global Market for the periods indicated:
| High | Low | High | Low | |||||||||||||
| Year ended December 31, 2012 | ||||||||||||||||
| Year Ended December 31, 2015 | ||||||||||||||||
| Fourth Quarter | $ | 1.30 | $ | 0.69 | $ | 9.70 | $ | 7.16 | ||||||||
| Third Quarter | $ | 1.75 | $ | 1.05 | $ | 7.75 | $ | 5.06 | ||||||||
| Second Quarter | $ | 1.93 | $ | 1.10 | $ | 6.44 | $ | 4.97 | ||||||||
| First Quarter | $ | 3.45 | $ | 1.93 | $ | 5.35 | $ | 3.90 | ||||||||
| High | Low | High | Low | |||||||||||||
| Year ended December 31, 2011 | ||||||||||||||||
| Year Ended December 31, 2014 | ||||||||||||||||
| Fourth Quarter | $ | 6.52 | $ | 2.50 | $ | 4.55 | $ | 3.60 | ||||||||
| Third Quarter | $ | 15.80 | $ | 3.71 | $ | 5.00 | $ | 3.51 | ||||||||
| Second Quarter | $ | 16.45 | $ | 11.02 | $ | 4.92 | $ | 3.81 | ||||||||
| First Quarter | $ | 14.74 | $ | 10.17 | $ | 4.45 | $ | 2.61 | ||||||||
We have never paid or declared cash dividends on our common stock. We currently intend to retain any future earnings to finance the growth, development and expansion of our business. Accordingly, we do not expect to declare or pay any cash dividends on our common stock in the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend upon various factors, including our results of operations, financial condition, capital requirements, investment opportunities and other factors that our Board of Directors deems relevant.
As of March 8, 2013,February 26, 2016, there were 67 shareowner accounts51 shareholders of record of our common stock.
Performance Graph
The following Performance Graph compares the cumulative total stockholder return on our common stock between December 31, 2010 and December 31, 2015, with the cumulative total return of (i) the S&P Smallcap 600 Index and (ii) the S&P Foods and Packaging Index, over the same period. This graph assumes that $100 was invested in our common stock, the S&P Smallcap 600 Index and the S&P Foods and Packaging Index on December 31, 2010 and assumes the reinvestment of dividends, if any. We have not paid dividends on our common stock.
The following selected financial data should be read in conjunction with "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and consolidated financial statements and notes thereto contained in "Item 8. Financial Statements and Supplementary Data" of this report.
| Years ended December 31, | ||||||||||||||||||||
| 2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
| (in thousands, except per share data) | ||||||||||||||||||||
| Consolidated statements of operations data: | ||||||||||||||||||||
| Net sales | $ | 126,951 | $ | 106,322 | $ | 91,209 | $ | 91,479 | $ | 83,062 | ||||||||||
| Operating costs and expenses: | ||||||||||||||||||||
| Cost of sales | 92,476 | 78,452 | 68,367 | 70,081 | 63,201 | |||||||||||||||
| Selling, general and administrative expenses | 19,128 | 18,969 | 15,025 | 17,651 | 18,081 | |||||||||||||||
| Non-recurring costs | 275 | 2,881 | 777 | 743 | 2,091 | |||||||||||||||
| Depreciation and amortization | 10,432 | 10,655 | 11,333 | 11,102 | 8,863 | |||||||||||||||
| Loss on disposal and impairment of property and equipment | 500 | 2,104 | 126 | 57 | 125 | |||||||||||||||
| Goodwill and other impairments | – | – | – | 82,013 | – | |||||||||||||||
| Total operating costs and expenses | 122,811 | 113,061 | 95,628 | 181,647 | 92,361 | |||||||||||||||
| Income (loss) from operations | 4,140 | (6,739 | ) | (4,419 | ) | (90,168 | ) | (9,299 | ) | |||||||||||
| Interest expense, net | 1,987 | 6,325 | 4,425 | 4,043 | 1,690 | |||||||||||||||
| Income (loss) from continuing operations | 2,153 | (13,064 | ) | (8,844 | ) | (94,211 | ) | (10,989 | ) | |||||||||||
| Loss from discontinued operations | (296 | ) | (403 | ) | (1,862 | ) | (17,779 | ) | (2,429 | ) | ||||||||||
| Net income (loss) | $ | 1,857 | $ | (13,467 | ) | $ | (10,706 | ) | $ | (111,029 | ) | $ | (14,379 | ) | ||||||
| Basic earnings (loss) per common share: | ||||||||||||||||||||
| Income (loss) from continuing operations | $ | 0.08 | $ | (0.54 | ) | $ | (0.37 | ) | $ | (3.93 | ) | $ | (0.55 | ) | ||||||
| Loss from discontinued operations | (0.01 | ) | (0.01 | ) | (0.08 | ) | (0.75 | ) | (0.11 | ) | ||||||||||
| Net income (loss) | $ | 0.07 | $ | (0.55 | ) | $ | (0.45 | ) | $ | (4.68 | ) | $ | (0.66 | ) | ||||||
| Diluted earnings (loss) per common share: | ||||||||||||||||||||
| Income (loss) from continuing operations | $ | 0.08 | $ | (0.54 | ) | $ | (0.37 | ) | $ | (3.93 | ) | $ | (0.55 | ) | ||||||
| Loss from discontinued operations | (0.01 | ) | (0.01 | ) | (0.08 | ) | (0.75 | ) | (0.11 | ) | ||||||||||
| Net income (loss) | $ | 0.07 | $ | (0.55 | ) | $ | (0.45 | ) | $ | (4.68 | ) | $ | (0.66 | ) | ||||||
| Weighted average shares used in computing earnings (loss) per share: | ||||||||||||||||||||
| Basic | 25,190 | 24,339 | 23,935 | 23,725 | 21,652 | |||||||||||||||
| Diluted | 27,001 | 24,339 | 23,935 | 23,725 | 21,652 | |||||||||||||||
| As of December 31, | ||||||||||||||||||||
| 2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
| Consolidated balance sheet data: | ||||||||||||||||||||
| Cash and cash equivalents | $ | 1,826 | $ | 495 | $ | 394 | $ | 234 | $ | 751 | ||||||||||
| Total assets | 64,873 | 65,748 | 70,971 | 81,775 | 184,449 | |||||||||||||||
| Current portion of capital leases, notes payable and long-term debt | 172 | 106 | 16 | 15 | 14,514 | |||||||||||||||
| Long-term debt, capital leases and notes payable, net of current portion | 20,289 | 24,210 | 22,654 | 21,251 | 44 | |||||||||||||||
| Liabilities of disposal group, net of current portion, and other long-term liabilities | 2,535 | 2,316 | 2,330 | 352 | 4,710 | |||||||||||||||
| Year ended December 31, | ||||||||||||||||||||
| 2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||
| (in thousands, except per share data) | ||||||||||||||||||||
| Consolidated statements of operations data: | ||||||||||||||||||||
| Net sales | $ | 91,479 | $ | 83,062 | $ | 44,607 | $ | 46,981 | $ | 34,647 | ||||||||||
| Operating costs and expenses: | ||||||||||||||||||||
| Cost of sales | 70,081 | 63,201 | 34,213 | 38,771 | 30,776 | |||||||||||||||
| Selling, general and administrative expenses | 17,708 | 18,206 | 12,621 | 9,922 | 13,791 | |||||||||||||||
| Non-recurring and acquisition-related costs | 743 | 2,091 | 2,491 | – | – | |||||||||||||||
| Depreciation and amortization | 11,102 | 8,863 | 4,759 | 4,205 | 3,618 | |||||||||||||||
| Goodwill and other impairment | 82,013 | – | – | – | – | |||||||||||||||
| Total operating costs and expenses | 181,647 | 92,361 | 54,084 | 52,898 | 48,185 | |||||||||||||||
| Loss from operations | (90,168 | ) | (9,299 | ) | (9,477 | ) | (5,917 | ) | (13,538 | ) | ||||||||||
| Interest expense and other, net | 4,043 | 1,690 | 3,416 | 2,257 | 70 | |||||||||||||||
| Loss from continuing operations before income taxes | (94,211 | ) | (10,989 | ) | (12,893 | ) | (8,174 | ) | (13,608 | ) | ||||||||||
| Income tax (benefit) provision | (961 | ) | 961 | – | – | – | ||||||||||||||
| Loss from continuing operations | (93,250 | ) | (11,950 | ) | (12,893 | ) | (8,174 | ) | (13,608 | ) | ||||||||||
| Loss from discontinued operations, net of income taxes | (17,779 | ) | (2,429 | ) | – | (3,650 | ) | (5,738 | ) | |||||||||||
| Net loss | (111,029 | ) | (14,379 | ) | (12,893 | ) | (11,824 | ) | (19,346 | ) | ||||||||||
| Preferred dividends, beneficial conversion and warrant modification charges | – | – | 9,831 | 3,042 | 19,875 | |||||||||||||||
| Net loss attributable to common shareholders | $ | (111,029 | ) | $ | (14,379 | ) | $ | (22,724 | ) | $ | (14,866 | ) | $ | (39,221 | ) | |||||
| Basic and diluted loss per common share: | ||||||||||||||||||||
| Loss from continuing operations attributable to common shareholders | $ | (3.93 | ) | $ | (0.55 | ) | $ | (5.81 | ) | $ | (7.72 | ) | $ | (23.06 | ) | |||||
| Loss from discontinued operations attributable to common shareholders | (0.75 | ) | (0.11 | ) | – | (2.51 | ) | (3.96 | ) | |||||||||||
| Net loss attributable to common shareholders | $ | (4.68 | ) | $ | (0.66 | ) | $ | (5.81 | ) | $ | (10.23 | ) | $ | (27.02 | ) | |||||
| Basic and diluted weighted average common shares outstanding | 23,725 | 21,652 | 3,910 | 1,453 | 1,452 | |||||||||||||||
| As of December 31, | ||||||||||||||||||||
| 2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||
| Consolidated balance sheet data: | ||||||||||||||||||||
| Cash | $ | 234 | $ | 751 | $ | 443 | $ | - | $ | 516 | ||||||||||
| Total assets | 81,743 | 184,449 | 139,611 | 22,368 | 30,570 | |||||||||||||||
| Current portion of long-term debt | 15 | 14,514 | 11 | 426 | 7,009 | |||||||||||||||
| Long-term debt, net of current maturities | 21,251 | 44 | 17,945 | 14,403 | 5 | |||||||||||||||
| Other long-term obligations | 352 | 4,710 | 748 | 1,048 | 481 | |||||||||||||||
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this report.
Overview
Primo Water Corporation (together with its consolidated subsidiaries, “Primo”, “we”,“Primo,” “we,” “our,” “us”) is a leading provider of multi-gallon purified bottled water, self-serve filtered drinkingself-service refill water and water dispensers sold through major retailers in the United States and Canada. We believe the market for purified water is growingcontinues to grow due to evolving taste preferences, perceived health benefits and concerns regarding the quality of municipal tap water. Our products provide an environmentally friendly, economical, convenient and healthy solution for consuming purified and filtered water. We are a Delaware corporation that was founded in 2004 and is headquartered in Winston-Salem, North Carolina.
Our business is designed to generate recurring demand for our purified bottled water or self-serveself-service filtered drinking water through the sale of innovative water dispensers. This business strategy is commonly referred to as “razor-razorblade” because the initial sale of a product creates a base of users who frequently purchase complementary consumable products. We believe dispenser owners consume an average of 35 multi-gallon bottles of water annually. Once our bottled water is consumed using a water dispenser, empty bottles are exchanged at our recycling center displays, which provide a recycling ticket that offers a discount toward the purchase of a new bottle of Primo purified water (“Exchange”) or they are refilled at a self-serveself-service filtered drinking water location (“Refill”). Each of our multi-gallon Exchange water bottles can be sanitized and reused up to 40 times before being taken out of use, crushed and recycled, substantially reducing landfill waste compared to consumption of equivalent volumes of single-serve bottled water. As of December 31, 2012,2015, our products and services were offered in each of the contiguous United States and in Canada at approximately 24,50025,700 combined retail locations, including Lowe’s Home Improvement, Walmart, The Home Depot, Kmart, Meijer, Kroger, Food Lion, H-E-B Grocery, Sobeys and Walgreens.
We provide major retailers throughout the United States and Canada with a single-vendor solutionssolution for ExchangeDispensers and Refill services,Water, addressing a market demand that we believe was previously unmet. Our solutions are easy for retailers to implement, require minimal management supervision and store-based labor, and provide centralized billing and detailed performance reports. Our Exchange solution offers retailers attractive financial margins and the ability to optimize typically unused retail space with our displays. Our Refill solution provides filtered water through the installation and servicing of reverse osmosis water filtration systems in the back room of the retailer’s store location, which minimizes the usage of the customer’s retail space. The refill vending machine,self-service filtered water display, which is typically accompanied by a sales display containing empty reusable bottles, is located within the retailer customer’s floor space. Additionally, due to the recurring nature of water consumption, retailers benefit from year-round customer traffic and highly predictable revenue.
Business Segments
Our Water segment sales consist of our Exchange and Refill services,products, which are offered through retailers in each of the contiguous United States and Canada. Our Water servicesproducts are offered through point of purchase display racks or self-serveself-service filtered water vending displays and recycling centers that are prominently located at major retailers in space that is often underutilized.
Our Dispensers segment sells water dispensers that are designed to dispense Primo and other dispenser-compatible bottled water. Our Dispensers sales are primarily generated through major retailers in the U.S. retailers and are sold primarily through a direct-import model,Canada, where we recognize revenues for the sale of the water dispensers when title is transferred. We support retail sell-through with domestic inventory. We design, market and arrange for certification and inspection of our water dispensers.
We evaluate the financial results of these segments focusing primarily on segment net sales and segment income (loss) from operations before depreciation and amortization (“segment income (loss) from operations”). We utilize segment net sales and segment income (loss) from operations because we believe they provide useful information for effectively allocating our resources between business segments, evaluating the health of our business segments based on metrics that management can actively influence and gauging our investments and our ability to service, incur or pay down debt.
Cost of sales for WaterExchange consists primarily of costs for bottling, distribution bottles and related packaging materialsbottles. Cost of sales for our Exchange servicesRefill consists primarily of costs associated with routine maintenance of reverse osmosis water filtration systems and servicing and materialfiltered water displays as well as costs for our Refill services.associated with obtaining meter readings to determine water usage. Cost of sales for Dispensers consists of contract manufacturing, freight and duties.
Selling, general and administrative expenses for Water and Dispensers consist primarily of personnel costs for sales, marketing, operations support and customer service, as well as other supporting costs for operating each segment.
Expenses not specifically related to operating segments are shown separately as Corporate. Corporate expenses are comprised mainly of compensation and other related expenses for corporate support, information systems and administration. Corporate expenses also include certain professional fees and expenses and compensation of our Board of Directors.
In this Management’s Discussion and Analysis of Financial Condition and Results of Operations, when we refer to “same-store unit growth” for our Water segment, we are comparing retail locations at which our Exchange servicesproducts have been available for at least 12 months at the beginning of the relevant period. In addition, “gross margin percentage” is defined as net sales less cost of sales, as a percentage of net sales.
Results of Operations
The following table sets forth our results of operations:
| Years ended December 31, | ||||||||||||
| 2015 | 2014 | 2013 | ||||||||||
| Consolidated statements of operations data: | ||||||||||||
| Net sales | $ | 126,951 | $ | 106,322 | $ | 91,209 | ||||||
| Operating costs and expenses: | ||||||||||||
| Cost of sales | 92,476 | 78,452 | 68,367 | |||||||||
| Selling, general and administrative expenses | 19,128 | 18,969 | 15,025 | |||||||||
| Non-recurring costs | 275 | 2,881 | 777 | |||||||||
| Depreciation and amortization | 10,432 | 10,655 | 11,333 | |||||||||
| Loss on disposal and impairment of property and equipment | 500 | 2,104 | 126 | |||||||||
| Total operating costs and expenses | 122,811 | 113,061 | 95,628 | |||||||||
| Income (loss) from operations | 4,140 | (6,739 | ) | (4,419 | ) | |||||||
| Interest expense, net | 1,987 | 6,325 | 4,425 | |||||||||
| Income (loss) from continuing operations | 2,153 | (13,064 | ) | (8,844 | ) | |||||||
| Loss from discontinued operations | (296 | ) | (403 | ) | (1,862 | ) | ||||||
| Net income (loss) | $ | 1,857 | $ | (13,467 | ) | $ | (10,706 | ) | ||||
| Years ended December 31, | ||||||||
| 2012 | 2011 | |||||||
| Net sales | $ | 91,479 | $ | 83,062 | ||||
| Operating costs and expenses: | ||||||||
| Cost of sales | 70,081 | 63,201 | ||||||
| Selling, general and administrative expenses | 17,708 | 18,206 | ||||||
| Non-recurring and acquisition-related costs | 743 | 2,091 | ||||||
| Depreciation and amortization | 11,102 | 8,863 | ||||||
| Goodwill and other impairment | 82,013 | - | ||||||
| Total operating costs and expenses | 181,647 | 92,361 | ||||||
| Loss from operations | (90,168 | ) | (9,299 | ) | ||||
| Interest expense and other, net | 4,043 | 1,690 | ||||||
| Loss from continuing operations before income taxes | (94,211 | ) | (10,989 | ) | ||||
| Income tax (benefit) provision | (961 | ) | 961 | |||||
| Loss from continuing operations | (93,250 | ) | (11,950 | ) | ||||
| Loss from discontinued operations, net of income taxes | (17,779 | ) | (2,429 | ) | ||||
| Net loss | $ | (111,029 | ) | $ | (14,379 | ) | ||
34
The following table sets forth our results of operations expressed as a percentage of net sales:
| Years ended December 31, | ||||||||
| 2012 | 2011 | |||||||
| Consolidated statements of operations data: | ||||||||
| Net sales | 100 | % | 100.0 | % | ||||
| Operating costs and expenses: | ||||||||
| Cost of sales | 76.6 | 76.1 | ||||||
| Selling, general and administrative expenses | 19.4 | 21.9 | ||||||
| Non-recurring and acquisition-related costs | 0.8 | 2.5 | ||||||
| Depreciation and amortization | 12.1 | 10.7 | ||||||
| Goodwill and other impairment | 89.7 | – | ||||||
| Total operating costs and expenses | 198.6 | 111.2 | ||||||
| Loss from operations | (98.6 | ) | (11.2 | ) | ||||
| Interest expense and other, net | 4.4 | 2.0 | ||||||
| Loss from continuing operations before income taxes | (103.0 | ) | (13.2 | ) | ||||
| Income tax (benefit) provision | (1.1 | ) | 1.2 | |||||
| Loss from continuing operations | (101.9 | ) | (14.4 | ) | ||||
| Loss from discontinued operations, net of income taxes | (19.4 | ) | (2.9 | ) | ||||
| Net loss | (121.3 | %) | (17.3 | %) | ||||
| Years ended December 31, | ||||||||||||
| 2015 | 2014 | 2013 | ||||||||||
| Consolidated statements of operations data: | ||||||||||||
| Net sales | 100.0 | % | 100.0 | % | 100.0 | % | ||||||
| Operating costs and expenses: | ||||||||||||
| Cost of sales | 72.8 | 73.8 | 75.0 | |||||||||
| Selling, general and administrative expenses | 15.1 | 17.8 | 16.5 | |||||||||
| Non-recurring costs | 0.2 | 2.7 | 0.9 | |||||||||
| Depreciation and amortization | 8.2 | 10.0 | 12.4 | |||||||||
| Loss on disposal and impairment of property and equipment | 0.4 | 2.0 | 0.1 | |||||||||
| Total operating costs and expenses | 96.7 | 106.3 | 104.9 | |||||||||
| Income (loss) from operations | 3.3 | (6.3 | ) | (4.8 | ) | |||||||
| Interest expense, net | 1.6 | 6.0 | 4.9 | |||||||||
| Income (loss) from continuing operations | 1.7 | (12.3 | ) | (9.7 | ) | |||||||
| Loss from discontinued operations | (0.2 | ) | (0.4 | ) | (2.0 | ) | ||||||
| Net income (loss) | 1.5 | % | (12.7 | )% | (11.7 | )% | ||||||
The following table sets forth our segment net sales and segment income (loss) from operations presented on a segment basis and reconciled to our consolidated loss from operations.
| Year ended December 31, | Years ended December 31, | |||||||||||||||||||
| 2012 | 2011 | 2015 | 2014 | 2013 | ||||||||||||||||
| Segment net sales | ||||||||||||||||||||
| Water | $ | 62,667 | $ | 58,696 | $ | 89,623 | $ | 71,360 | $ | 63,828 | ||||||||||
| Dispensers | 28,812 | 23,595 | 37,328 | 34,962 | 27,381 | |||||||||||||||
| Other | - | 771 | ||||||||||||||||||
| Total net sales | $ | 91,479 | $ | 83,062 | $ | 126,951 | $ | 106,322 | $ | 91,209 | ||||||||||
| Segment income (loss) from operations | ||||||||||||||||||||
| Water | $ | 15,942 | $ | 13,563 | $ | 28,835 | $ | 22,585 | $ | 17,717 | ||||||||||
| Dispensers | (1,319 | ) | (1,021 | ) | 1,851 | 1,452 | 827 | |||||||||||||
| Corporate | (10,933 | ) | (10,887 | ) | (15,339 | ) | (15,136 | ) | (10,727 | ) | ||||||||||
| Non-recurring and acquisition-related costs | (743 | ) | (2,091 | ) | ||||||||||||||||
| Non-recurring costs | (275 | ) | (2,881 | ) | (777 | ) | ||||||||||||||
| Depreciation and amortization | (11,102 | ) | (8,863 | ) | (10,432 | ) | (10,655 | ) | (11,333 | ) | ||||||||||
| Goodwill and other impairment | (82,013 | ) | - | |||||||||||||||||
| Loss from operations | $ | (90,168 | ) | $ | (9,299 | ) | ||||||||||||||
| Loss on disposal and impairment of property and equipment | (500 | ) | (2,104 | ) | (126 | ) | ||||||||||||||
| $ | 4,140 | $ | (6,739 | ) | $ | (4,419 | ) | |||||||||||||
Year Ended December 31, 20122015 Compared to Year Ended December 31, 20112014
Net Sales. Net sales increased 10.1%19.4%, or $8.4$20.7 million, to $91.5$127.0 million for the year ended December 31, 20122015 from $83.1$106.3 million for the year ended December 31, 2011.2014. The increase was due to significant growth in net sales resulted from a $5.2 million increase in Dispenser salesboth the Water and a $4.0 million increase in Water sales.Dispensers segments.
Dispensers. Dispensers net sales increased 22.1%6.8% to $28.8$37.4 million, representing 31.5%29.4% of our total net sales for 2012. 2015 as compared to 32.9% for 2014. The increase iswas primarily due primarily to growth in the number of retail locations offering our dispensers.increased consumer demand. Our dispenser unit sales to retailers increased by 5.5%5.8% for 20122015 compared to 2011. Sales increased at a greater level than2014. The dispenser unit sales dueby our retail customers to the increase in sales mixconsumers increased by 9.7% for higher value dispensers.2015 compared to 2014.
Gross Margin Percentage. While our gross margins improved in Dispensers and remained consistent in Water, our overallOur gross margin percentage decreasedincreased to 23.4%27.2% for 20122015 from 23.9%26.2% for 20112014 due primarily to a shift in sales mix with the lower-margin DispensersWater segment representingmaking up a larger portion of our total net sales.sales for 2015 compared to 2014, as described above.
Water. Gross margin as a percentage of net sales in our Water segment remained consistent with 2011 at 32.5%.decreased slightly to 35.1% for 2015 compared to 35.6% for 2014 due primarily to the change in sales mix between Exchange and Refill. Exchange represented 68.9% of total Water net sales for 2015 compared to 61.2% for 2014. The decrease in gross margin as a percentage of net sales was mitigated by improvements for Refill related to reducing reusable empty bottle supply chain costs, as gross margin as a percentage of net sales for Refill improved to 52.5% for 2015 compared to 49.2% for 2014. Gross margin as a percentage of net sales for Exchange improved to 27.4% for 2015 compared to 27.0% for 2014, due primarily to improved supply chain costs.
Dispensers. Gross margin as a percentage of net sales in our Dispensers segment increased to 3.7%8.1% for 20122015 from 3.5%7.1% for 2011. 2014. The increase was due primarily to a favorable change in grosssales mix towards higher margin was primarily due to price increases to our retail customers initiated during the second and third quarters of 2012, partially offset by increased third-party manufacturing costs initiated during the fourth quarter of 2011.products.
Selling, General and Administrative Expenses (“SG&A”). SG&A decreased 2.7%increased slightly to $17.7$19.1 million for 20122015 from $18.2$19.0 million for 2011.2014. As a percentage of net sales, SG&A decreased to 19.4%15.1% for 20122015 from 21.9%17.8% for 2011. 2014.
The decreaseslight increase in SG&A was primarily due to: (1) the $1.0 million increase in employee-related costs driven primarily by the $0.8 million increase in incentive compensation expense, (2) the $0.3 million increase in bad debt expenses as the prior year benefited from a lower-than-normal level of bad debt expense associated with the successful collection of certain accounts receivable, and (3) the $0.3 million increase in realized foreign currency loss due to the weakening of the Canadian dollar vs. the U.S. dollar during 2015. These changes were partially offset by the $1.4 million decrease in non-cash stock-based compensation, related to the reduced charges associated with performance-based awards granted under the Primo Water Corporation Value Creation Plan (the “VCP”) (see “Note 9 – Stock-Based Compensation” in the Notes to Consolidated Financial Statements), as expense for the VCP was $1.3 million for 2015 compared to $2.6 million for 2014.
Non-Recurring Costs. Non-recurring costs were $0.3 million for 2015, compared to $2.9 million for 2014. For 2015, non-recurring costs consisted primarily of legal expenses associated with the DS Services Agreement. For 2014, non-recurring costs consisted primarily of expenses associated with the DS Services Agreement, including transition and other payments made to current and former distributors as well as a $0.6 million non-cash charge related to the common stock warrant issued to DS Services. The decrease in non-recurring costs is due to the completion of the transition of bottling and distribution responsibilities in the U.S Exchange business to DS Services and the transition of DS Services retail customers to Primo.
Depreciation and Amortization. Depreciation and amortization decreased 2.1% to $10.4 million for 2015 from $10.7 million for 2014. The decrease was primarily due to the sale or disposal of certain Water property and equipment related to the transition in the U.S. Exchange business from our prior service network to DS Services during 2014. This was partially offset by the impact of a fourth quarter 2015 change in our estimates of the useful life and salvage value of certain Refill equipment, which resulted in incremental depreciation expense of $0.6 million for the last three months of 2015.
Loss on Disposal and Impairment of Property and Equipment. Loss on disposal and impairment of property and equipment was $0.5 million for 2015 compared to $2.1 million for 2014. The prior year loss on disposal and impairment of property and equipment was higher as a result of a reduction in duplicate costs relatedthe loss on disposal of U.S. Exchange bottling and distribution equipment that was taken out of service as part of the transition from our prior network of distributors to recent acquisitions.DS Services.
Discontinued Operations. Loss from discontinued operations was $0.3 million for 2015 compared to $0.4 million for 2014. The decrease was due primarily to the winding-down of our discontinued operations.
Year Ended December 31, 2014 Compared to Year Ended December 31, 2013
Net Sales. Net sales increased 16.6%, or $15.1 million, to $106.3 million for 2014 from $91.2 million for 2013. The increase was due to significant growth in both the Water and Dispensers segments.
Water. Water net sales decreasedincreased 11.8%, or $7.5 million, to 7.0% for 2012 compared to 9.3% for 2011. The decrease in Water SG&A was primarily a result$71.3 million, representing 67.1% of a reduction in duplicate costs related to the Refill business acquisition, which occurred in November 2010. We expect to continue to leverage costs with sales growth.
Dispensers.Corporate. Corporate SG&A remained consistent with 2011 at $10.9 million. Corporate SG&A as a percentage of consolidated Dispensers net sales decreasedincreased 27.7% to 12.0%$35.0 million, representing 32.9% of our total net sales for 2012 from 13.1% for 2011.2014.
Gross Margin Percentage. Our gross margin percentage increased to 26.2% for 2014 from 25.0% for 2013 due to improved margins in both Water and Dispensers segments.
Water. Gross margin as a percentage of net sales in our Water segment increased to 35.6% for 2014 compared to 32.9% for 2013. The increase was driven by lower supply chain costs as well as improvements for Refill related to replacing third-party service providers with employees in certain service territories.
Dispensers. Gross margin as a percentage of net sales in our Dispensers segment increased to 7.1% for 2014 from 6.7% for 2013. The increase was due primarily to a favorable sales mix of higher margin products.
Selling, General and Administrative Expenses (“SG&A”). SG&A increased 26.3% to $19.0 million for 2014 from $15.0 million for 2013, driven primarily by the $3.0 million increase in non-cash stock-based compensation, which was primarily related to the $2.6 million charge for performance-based awards granted under the VCP that are contingent on additionalachieving certain financial targets (see “Note 9 – Stock-Based Compensation” in the Notes to Consolidated Financial Statements). As a percentage of sales, SG&A not including the charge related to the VCP, decreased to 15.4% for 2014 from 16.5% for the prior year.
Non-Recurring Costs. Non-recurring costs increased to $2.9 million for 2014 from $0.8 million for 2013. Non-recurring costs for 2014 and 2013 are primarily related to expenses associated with the DS Services Agreement. The increase is primarily due to transition and other payments made to former distributors whose territories were transitioned to DS Services during 2014 as well as the $0.6 million non-cash charge related to the common stock warrant issued to DS Services.
Depreciation and Amortization. Depreciation and amortization decreased 6.0% to $10.7 million for 2014 from $11.3 million for 2013. The decrease was primarily due to the sale or disposal of certain Water property and equipment from new locations and amortization for identifiable intangible assets related to the transition in the U.S. Exchange business from our 2011 business acquisition.prior service network to DS Services during 2014.
Loss on Disposal and Impairment of Property and Equipment. Loss on disposal and impairment of property and equipment was $2.1 million for 2014 compared to $0.1 million for 2013. The increase was primarily attributable to: (1) the $0.6 million loss on the sale or disposal of U.S. Exchange bottling and distribution equipment that is no longer in-service as a result of the transition from our prior network of distributors to DS Services, (2) the $0.8 million impairment of certain Refill equipment that is not expected to generate future cash flows sufficient to recover the net book value of the equipment, and (3) the $0.6 million loss on disposal of certain Refill equipment and related installation costs.
Interest Expense and Other, net.Expense. Interest expense increased to $4.0$6.3 million for 20122014 from $1.7$4.4 million for 2011.2013. The increase was primarily due to increased overallthe refinancing of our credit facilities in June 2014, which resulted in a $2.1 million non-cash write-off of deferred loan costs, debt balancesdiscount and increased interest rates for our Term Loan comparedoriginal issue discount related to ourthe prior senior revolving credit facility and to increased amortization of deferred loan costs asthe prior term loans and a result of$0.7 million early payment penalty associated with the accelerated maturity of our prior senior revolvingterm loans. The increase in interest expense was partially offset by more favorable borrowing rates under the new credit facility.
Discontinued Operations. Loss from discontinued operations was $17.8$0.4 million for 20122014 compared to $2.4$1.9 million for 2011. As we2013. The decrease was due primarily to the impact of inventory and other write-downs recorded in 2013 that did not begin selling Flavorstation products until the fourth quarter of 2011, loss from discontinued operations for 2011 does not reflect a full year of income and expenses. Additionally, loss from discontinued operations for 2012 reflects non-cash impairment of $13.4 million for the goodwill and developed technology intangibles associated with the Disposal Group.occur in 2014.
Liquidity and Capital Resources
Adequacy of Capital Resources
Since our inception, we have financed our operations primarily through the sale of stock, the issuance of debt, and borrowings under credit facilities.facilities and cash provided by operations. While we had no material commitments for capital expenditures as of December 31, 2012,2015, we anticipate net capital expenditures to range between $5.0$10.0 million and $6.0$12.0 million for 2013.2016. Anticipated capital expenditures are related primarily to growth in Water locations.
At December 31, 2012,2015, our cash totaled $0.2$1.8 million and we had approximately $0.8$15.0 million in additional availability under the Senior Revolving Credit Facility. This availability is subject to borrowing base requirements related to our eligible accounts receivable and inventory.revolving credit facility. We anticipate that our current cash, and cash equivalents, availability under the Senior Revolving Credit Facilityour revolving credit facility and cash flow from operations will be sufficient to meet our current needs for general corporate purposesworking capital and capital expenditures in the ordinary course of business for the foreseeable future.
Our future capital requirements may vary materially from those now anticipated and will depend on many factors including: the rate of growth in new Water locations and related display, rack and rackreverse osmosis filtration system costs, cost to develop new Dispenser product lines, sales and marketing resources needed to further penetrate our markets, the expansion of our operations in the United States and Canada, the response of competitors to our solutions and products, as well as acquisitions of other businesses. Historically, we have experienced increases in our capital expenditures consistent with the growth in our operations and personnel, and we anticipate that our expenditures will continue to increase as we grow our business, subject to limits related to our Term Loan and Senior Revolving Credit Facility.business.
Our ability to satisfy our obligations or to fund planned capital expenditures will depend on our future performance, which to a certain extent is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond our control. We also believe that if we pursue any material acquisitions in the foreseeable future we will need to finance this activity through additionalthe issuance of equity or additional debt financing.
Changes in Cash FlowsFlows: 2015 Compared to 2014
The following table shows the components of our cash flows for the periods presented (in thousands)millions):
| Years ended December 31, | ||||||||
| 2015 | 2014 | |||||||
| Net cash provided by operating activities | $ | 13.6 | $ | 8.4 | ||||
| Net cash used in investing activities | $ | (7.8 | ) | $ | (7.2 | ) | ||
| Net cash used in financing activities | $ | (4.0 | ) | $ | (0.7 | ) | ||
| Year Ended December 31, | ||||||||
| 2012 | 2011 | |||||||
| Net cash provided by (used in) operating activities | $ | 5.9 | $ | (8.2 | ) | |||
| Net cash used in investing activities | $ | (5.9 | ) | $ | (21.2 | ) | ||
| Net cash provided by financing activities | $ | 5.1 | $ | 35.6 | ||||
Net Cash Flows from Operating Activities
Net cash provided by operating activities was $5.9increased to $13.6 million for 2012 compared to net cash used in operating activities of $8.22015 from $8.4 million for 2011. The2014, driven primarily by the increase in cash flowincome from operations, is primarily due to an $11.6partially offset by a decrease in cash used to fund net working capital components.
Net Cash Flows from Investing Activities
Net cash used in investing activities decreasedincreased to $5.9$7.8 million for 20122015 from $21.2$7.2 million for 2011,2014, caused primarily by decreaseslower proceeds from sale of property and equipment, which was significantly impacted in cash used2014 by the sale of certain property and equipment associated with the transition of bottling and distribution responsibilities in capital expenditures.our Exchange business in the U.S. to DS Services.
Our primary investing activities are typically capital expenditures for business acquisitions, property, equipment and bottles and include expenditures related to the installation of our recycle centers, display racks and reverse osmosis filtration systems at new Water locations.
Net Cash Flows from Financing Activities
Net cash used in financing activities increased to $4.0 million for 2015 from $0.7 million for 2014. Activity for both periods primarily related to repayments and borrowings under our current and former credit facilities.
Changes in Cash Flows: 2014 Compared to 2013
The following table shows the components of our cash flows for the periods presented (in millions):
| Years ended December 31, | ||||||||
| 2014 | 2013 | |||||||
| Net cash provided by operating activities | $ | 8.4 | $ | 6.6 | ||||
| Net cash used in investing activities | $ | (7.2 | ) | $ | (7.3 | ) | ||
| Net cash (used in) provided by financing activities | $ | (0.7 | ) | $ | 0.9 | |||
Net Cash Flows from Operating Activities
Net cash provided by operating activities increased to $8.4 million for 2014 from $6.6 million for 2013, driven primarily by the increase in Water and Dispensers income from operations, partially offset by a decrease in cash provided by changes in operating assets and liabilities.
Net Cash Flows from Investing Activities
Net cash used in investing activities decreased slightly to $7.2 million for 2014 from $7.3 million for 2013, caused primarily by higher proceeds from sales of property and equipment partially offset by increases in cash used for capital expenditures.
Net Cash Flows from Financing Activities
Net cash used in financing activities was $0.7 million for 2014. Net cash provided by financing activities decreased to $5.1was $0.9 million for 2012 from $35.62013.
During 2014, cash used in financing activities was primarily related to net repayments on our credit facilities and term notes of $0.1 million for 2011.and debt issuance costs of $0.6 million. During 2012,2013, cash provided by financing activities was primarily related to net borrowings on our credit facilitiesfacility and term loanloans of $7.7$1.6 million, which were partially offset by debt issuance costs of $2.2$0.8 million.
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Adjusted EBITDA U.S. GAAP Reconciliation
Adjusted EBITDA is a non-U.S.GAAPnon-U.S. GAAP financial measure that is calculated as earningsincome (loss) from continuing operations before income tax expense (benefit),depreciation and amortization; interest expense, depreciation and amortization expense, goodwill and other impairment,net; non-cash, stock-based compensation expense,expense; non-recurring costs; and acquisition-related costs, loss (gain) on disposal and impairment of assetsproperty and equipment and other. Our Term LoanCredit Agreement contains financial covenants that use Adjusted EBITDA. We believe Adjusted EBITDA provides useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations. Management uses Adjusted EBITDA is used by management to compare our performance to that of prior periods for trend analyses and planning purposes. Adjusted EBITDApurposes and is also presented to our board of directors.
| Years Ended December 31, | ||||||||||||
| 2015 | 2014 | 2013 | ||||||||||
| Income (loss) from continuing operations | $ | 2,153 | $ | (13,064 | ) | $ | (8,844 | ) | ||||
| Depreciation and amortization | 10,432 | 10,655 | 11,333 | |||||||||
| Interest expense, net | 1,987 | 6,325 | 4,425 | |||||||||
| EBITDA | 14,572 | 3,916 | 6,914 | |||||||||
| Non-cash, stock-based compensation expense | 2,601 | 4,023 | 1,034 | |||||||||
| Non-recurring costs | 275 | 2,881 | 777 | |||||||||
| Loss on disposal and impairment of property and equipment and other | 645 | 2,145 | 342 | |||||||||
| Adjusted EBITDA | $ | 18,093 | $ | 12,965 | $ | 9,067 | ||||||
| Year ended | ||||||||
| December 31, | ||||||||
| 2012 | 2011 | |||||||
| Loss from continuing operations | $ | (93,250 | ) | $ | (11,950 | ) | ||
| Depreciation and amortization | 11,102 | 8,863 | ||||||
| Interest expense and other, net | 4,043 | 1,690 | ||||||
| Income tax (benefit) provision | (961 | ) | 961 | |||||
| EBITDA | (79,066 | ) | (436 | ) | ||||
| Goodwill and other impairment | 82,013 | - | ||||||
| Non-cash, stock-based compensation expense | 1,252 | 984 | ||||||
| Non-recurring and acquisition-related costs | 743 | 2,091 | ||||||
| Loss (gain) on disposal of assets and other | 509 | 315 | ||||||
| Adjusted EBITDA | $ | 5,451 | $ | 2,954 | ||||
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, investments in special purpose entities or undisclosed borrowings or debt. Additionally, we are not a party to any derivative contracts or synthetic leases.
| Payments Due by Period | ||||||||||||||||||||
| Contractual Obligations | Total | Less Than One Year | One to Three Years | Four to Five Years | More Than Five Years | |||||||||||||||
| Debt obligations | $ | 20,000 | $ | – | $ | 12,000 | $ | 8,000 | $ | – | ||||||||||
| Capital lease obligations | 461 | 172 | 289 | – | – | |||||||||||||||
| Interest payment obligations (1) | 5,749 | 1,653 | 3,472 | 624 | – | |||||||||||||||
| Operating lease obligations | 759 | 363 | 375 | 21 | – | |||||||||||||||
| Purchase Obligations | 3,199 | 3,199 | – | – | – | |||||||||||||||
| Total | $ | 30,168 | $ | 5,387 | $ | 16,136 | $ | 8,645 | $ | – | ||||||||||
(1) Represents estimated interest payments to be made on our debt and capital leases. All interest payments assume that principal payments are made as originally scheduled.
Inflation and Changing Prices
In the last three most recent fiscal years, inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future.
Seasonality; Fluctuations of Results
We have experienced and expect to continue to experience seasonal fluctuations in our sales and operating income. Our sales and operating income have been highest in the spring and summer and lowest in the fall and winter. Our Water segment, which generally enjoys higher margins than our Dispensers segment, experiences higher sales and operating income in the spring and summer. Our Dispensers segment hadWe have historically experienced higher sales and operating income from our water dispensers in spring and summer; however, we believe the seasonality of this segment will bedispenser sales are more dependent on retailer inventory management and purchasing cycles and not correlated to weather. Sustained periods of poor weather, particularly in the spring and summer, can negatively impact our sales in our higher margin Water segment. Accordingly, our results of operations in any quarter will not necessarily be indicative of the results that we may achieve for a year or any future quarter.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements and related notes, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).GAAP. The preparation of our financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions used to determine certain amounts that affect the financial statements are reasonable, based on information available at the time they are made. To the extent there are material differences between these estimates judgments and assumptions and actual results, our consolidated financial statements may be affected. Some of the more significant estimates include allowances for doubtful accounts, valuation of inventories, depreciation,future cash flows associated with long-lived assets, fair value assumptions in analyzing valuation of intangible assets, and goodwill,assumptions involved in valuing equity awards, valuation of deferred taxes and allowance for sales returns.
Revenue Recognition.Recognition. Revenue is recognized for the sale of multi-gallon purified bottled water upon either the delivery of inventory to the retail store or the purchase by the consumer. Revenue is either recognized as an exchange transaction (where a discount is provided on the purchase of a multi-gallon bottle of purified water for the return of an empty multi-gallon bottle) or a non-exchange transaction. Revenues on exchange transactions are recognized net of the exchange discount. Self-serve filteredSelf-service refill water revenue is recognized as the filtered water is filtered,purchased by the consumer or the retail store, which is measured by the water dispensing equipment meter.
Revenue is recognized for the sale of our water dispenser products when title is transferred to our retail customers. We have no contractual obligation to accept returns nor do we guarantee sales. However, we will at times accept returns or issue credits for manufacturer defects or for items that were damaged in transit. Revenues are recognized net of an estimated allowance for returns using an average return rate based upon historical experience.
In addition, we offer certain incentives such as coupons and rebates that are netted against and reduce net sales in the consolidated statements of operations. With the purchase of certain of our water dispensers, we include a coupon for a free multi-gallon bottle of purified water. No revenue is recognized with respect to the redemption of the coupon for a free multi-gallon bottle of water and the estimated cost of the multi-gallon bottle of purified water is included in cost of sales.
Long-Lived AssetsAssets. .We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset at the date it is tested for recoverability, whether in use or under development. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value.
Stock-Based CompensationGoodwill. We estimate the grant date fair value of equity awards and Intangible Assets.amortize this value over the performance or service period. We classify intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortizationmeasure the fair value of awards granted under the Primo Water Corporation Value Creation Plan and (3) goodwill. We determinestock options using a Black-Scholes option pricing model which incorporates multiple complex and subjective inputs and assumptions. These variables include the useful livesexpected term of the award, the expected stock price volatility over the expected term and risk-free interest rate. For restricted stock awards, we measure the fair value based upon the market price of our identifiable intangible assets after consideringcommon stock on the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement related to the asset, the historical performancedate of the asset, our long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, primarilygrant. Compensation expense is generally recognized on a straight-line basis over their useful lives.
Income TaxesTaxes.. We account for income taxes using the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent that utilization is not presently more likely than not.
As required by U.S. GAAP, we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.
Recent Accounting Pronouncements
In June 2011,May 2014, the FASB issued accountingupdated guidance which supersedes existing revenue recognition requirements in U.S. GAAP. The updated guidance requires companiesthat an entity recognize revenue to present total comprehensive income and its components anddepict the componentstransfer of net incomepromised goods or services to customers in eitheran amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the guidance establishes a single continuous statementfive-step approach for the recognition of comprehensive income or in two consecutive statements reporting net income and comprehensive income. This requirement eliminates the option to present components of comprehensive income as part of the statement of changes in shareholders’ equity. This guidance affects only the presentation of comprehensive income and does not change the components of comprehensive income.revenue. In December 2011,August 2015, the FASB further amended thisissued updated guidance to indefinitely defer the effective date of this update. As a result, the requirementupdate is currently effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. We are currently evaluating the impact of adopting this guidance on our consolidated financial statements.
Going Concern
In August 2014, the Financial Acccounting Standards Board (FASB) issued updated guidance clarifying management’s responsibility to present reclassification adjustments for each component of accumulated other comprehensive incomeevaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The updated guidance requires that an entity’s management evaluate whether there are conditions or events, considered in both net income and in other comprehensive income on the face ofaggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The update is effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. The amendment is not expected to have an impact on our consolidated financial statements. All other provisions
Presentation of thisDebt Issuance Costs
In April 2015, the FASB issued updated guidance arerequiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation of debt discounts. The update is effective for fiscal years beginning after December 15, 2011 on a retrospective basis. We have elected to present two consecutive statements reporting net income and comprehensive income and have reflected the necessary changes in these financial statements.
In February 2013,July 2015, the FASB issued updated guidance which requires companies to provide information aboutrequiring the amounts reclassified outmeasurement of accumulated other comprehensive income by component. In addition, companies are required to present, either oncertain inventory at the facelower of the statement wherecost and net incomerealizable value. The update is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. For public entities, the amendments are effective prospectively for reporting periodsfiscal years beginning after December 15, 2012, with early2016, including interim periods within that reporting period. We do not expect the adoption permitted. The amendments are not expectedof this updated guidance to have a significant impact on our consolidated financial statements.
Income Taxes
In November 2015, the FASB issued updated guidance requiring entities to separate deferred income tax liabilities and assets into current and noncurrent amounts in the balance sheet. Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. We have early adopted the amendments of this updated guidance during the year ended December 31, 2015. Adoption of the updated guidance did not have a significant impact on our consolidated financial statements.
Leases
In February 2016, the FASB issued updated guidance requiring lessees to recognize for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The update is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. We are currently evaluating the impact of adopting this guidance on our consolidated financial statements.
We are exposed to market risk related to changes in interest rates on borrowings under the Revolving Credit Facility. Interest on outstanding borrowings under the Revolving Credit Facility is payable at our option at either (i) the Base Rate, defined as the greater of the Prime Rate, the Federal Funds Effective Rate plus 0.50% or the LIBOR for a three-month interest period plus 1.0%, plus in each such case a margin of 3.25% or (ii) a one-, two-, three- or six-month LIBOR rate, plus a margin of 4.25%.
As of December 31, 2015, we had no outstanding borrowings under the Revolving Credit Facility. A hypothetical change in the annual interest rate of 100 basis points would currently have no impact on our annual cash interest expense.
Foreign Currency Exchange Risk
We have operations in Canada which have transactions denominated in Canadian Dollars, therefore we are exposed to currency exchange rate risks. As a result, fluctuations in exchange rates may affect our expenses and results of operations as well as the value of our assets and liabilities. Due to the size of our Canadian operations in relation to our consolidated operations as described in “Note 14 – Segments” in the Notes to Consolidated Financial Statements, we do not consider the potential loss resulting from a hypothetical 10% adverse change in quoted foreign currency exchange rates as of December 31, 2015 to be significant.
Index to the Consolidated Financial Statements
| Page | ||
| Management's Report on Internal Control Over Financial Reporting | ||
| Reports of Independent Registered Public Accounting Firms on Consolidated Financial Statements | 46 | |
| Report of Independent Registered Public Accounting Firm on | ||
| Consolidated Balance Sheets as of December 31, | 2014 | 49 |
| Consolidated Statements of Operations for the years ended December 31, | 2013 | 50 |
| Consolidated Statements of Comprehensive | 2013 | 51 |
| Consolidated Statements of Stockholders' Equity | 2013 | 52 |
| Consolidated Statements of Cash Flows for the years ended December 31, | 2013 | 53 |
| Notes to Consolidated Financial Statements | 54 |
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
The Company’s internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (2) provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors of Primo; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012.2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.Framework (2013 framework). Based on our assessment and those criteria, management has concluded that we maintained effective internal control over financial reporting as of December 31, 2012.2015.
Our independent registered public accounting firm, BDO USA, LLP, has issued an audit report on the effectiveness of our internal control over financial reporting as of December 31, 2015, which is included herein.
Primo Water Corporation
Winston Salem, North Carolina
We have audited the accompanying consolidated balance sheetssheet of Primo Water Corporation and subsidiaries (the “Company”) as of December 31, 2012 and 2011,2015 and the related consolidated statements of operations, comprehensive loss,income (loss), stockholders’ equity, (deficit) and cash flows for the years then ended.year ended December 31, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.audit.
We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Primo Water Corporation at December 31, 2015, and the results of its operations and its cash flows for the year ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Primo Water Corporation’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 9, 2016 expressed an unqualified opinion thereon.
/s/ BDO USA, LLP
Raleigh, North Carolina
March 9, 2016
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Primo Water Corporation
Winston Salem, North Carolina
We have audited Primo Water Corporation’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Primo Water Corporation is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Management’s Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Primo Water Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Primo Water Corporation as of December 31, 2015, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the year ended December 31, 2015 and our report dated March 9, 2016 expressed an unqualified opinion thereon.
/s/ BDO USA, LLP
Raleigh, North Carolina
March 9, 2016
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Primo Water Corporation
We have audited the accompanying consolidated balance sheet of Primo Water Corporation and subsidiaries as of December 31, 2014, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Primo Water Corporation and subsidiaries as of December 31, 2012 and 2011,2014, and the results of their operations and their cash flows for each of the two years thenin the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.
/s/ McGladreyRSM US LLP
Raleigh, North Carolina
March 22, 2013
PRIMO WATER CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value information)
| December 31, | December 31, | |||||||||||||||
| 2012 | 2011 | December 31, 2015 | December 31, 2014 | |||||||||||||
| ASSETS | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash | $ | 234 | $ | 751 | ||||||||||||
| Cash and cash equivalents | $ | 1,826 | $ | 495 | ||||||||||||
| Accounts receivable, net | 9,894 | 12,513 | 11,098 | 9,010 | ||||||||||||
| Inventories | 7,572 | 6,331 | 7,092 | 6,826 | ||||||||||||
| Prepaid expenses and other current assets | 812 | 3,591 | 529 | 1,279 | ||||||||||||
| Current assets of disposal group held for sale | 3,009 | 3,743 | ||||||||||||||
| Total current assets | 21,521 | 26,929 | 20,545 | 17,610 | ||||||||||||
| Bottles, net | 3,838 | 3,704 | 3,688 | 3,574 | ||||||||||||
| Property and equipment, net | 41,947 | 45,838 | 31,997 | 34,235 | ||||||||||||
| Intangible assets, net | 12,477 | 13,107 | 8,074 | 9,452 | ||||||||||||
| Goodwill | – | 78,823 | ||||||||||||||
| Other assets | 1,960 | 1,085 | 569 | 877 | ||||||||||||
| Assets of disposal group held for sale, net of current portion | – | 14,963 | ||||||||||||||
| Total assets | $ | 81,743 | $ | 184,449 | $ | 64,873 | $ | 65,748 | ||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Accounts payable | $ | 11,455 | $ | 9,509 | $ | 11,994 | $ | 12,499 | ||||||||
| Accrued expenses and other current liabilities | 4,305 | 2,838 | 3,748 | 4,343 | ||||||||||||
| Current portion of capital leases and notes payable | 15 | 14,514 | 172 | 106 | ||||||||||||
| Current liabilities of disposal group held for sale | 2,752 | 3,205 | ||||||||||||||
| Total current liabilities | 18,527 | 30,066 | 15,914 | 16,948 | ||||||||||||
| Long-term debt, capital leases and notes payable, net of current portion | 21,251 | 44 | 20,289 | 24,210 | ||||||||||||
| Other long-term liabilities | 352 | 1,710 | ||||||||||||||
| Liabilities of disposal group held for sale, net of current portion | – | 3,000 | ||||||||||||||
| Liabilities of disposal group, net of current portion, and other long-term liabilities | 2,535 | 2,316 | ||||||||||||||
| Total liabilities | 40,130 | 34,820 | 38,738 | 43,474 | ||||||||||||
| Commitments and contingencies | ||||||||||||||||
| Stockholders’ equity: | ||||||||||||||||
| Preferred stock, $0.001 par value - 10,000 shares authorized,none issued and outstanding | – | – | ||||||||||||||
| Common stock, $0.001 par value - 70,000 shares authorized, 23,772 and 23,658 shares issued and outstanding at December 31, 2012 and 2011, respectively | 24 | 24 | ||||||||||||||
| Preferred stock, $0.001 par value - 10,000 shares authorized, none issued and outstanding | – | – | ||||||||||||||
Common stock, $0.001 par value - 70,000 shares authorized, 25,810 and 24,642 shares issued and outstanding at December 31, 2015 and 2014, respectively | 26 | 25 | ||||||||||||||
| Additional paid-in capital | 272,336 | 271,220 | 281,476 | 277,708 | ||||||||||||
| Common stock warrants | 8,420 | 7,007 | 7,492 | 8,659 | ||||||||||||
| Accumulated deficit | (239,131 | ) | (128,102 | ) | (261,447 | ) | (263,304 | ) | ||||||||
| Accumulated other comprehensive loss | (36 | ) | (520 | ) | (1,412 | ) | (814 | ) | ||||||||
| Total stockholders’ equity | 41,613 | 149,629 | 26,135 | 22,274 | ||||||||||||
| Total liabilities and stockholders’ equity | $ | 81,743 | $ | 184,449 | $ | 64,873 | $ | 65,748 | ||||||||
The accompanying notes are an integral part of the consolidated financial statements.
PRIMO WATER CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
| Years Ended December 31, | ||||||||
| 2012 | 2011 | |||||||
| Net sales | $ | 91,479 | $ | 83,062 | ||||
| Operating costs and expenses: | ||||||||
| Cost of sales | 70,081 | 63,201 | ||||||
| Selling, general and administrative expenses | 17,708 | 18,206 | ||||||
| Non-recurring and acquisition-related costs | 743 | 2,091 | ||||||
| Depreciation and amortization | 11,102 | 8,863 | ||||||
| Goodwill and other impairment | 82,013 | – | ||||||
| Total operating costs and expenses | 181,647 | 92,361 | ||||||
| Loss from operations | (90,168 | ) | (9,299 | ) | ||||
| Interest expense and other, net | 4,043 | 1,690 | ||||||
| Loss from continuing operations before income taxes | (94,211 | ) | (10,989 | ) | ||||
| Income tax (benefit) provision | (961 | ) | 961 | |||||
| Loss from continuing operations | (93,250 | ) | (11,950 | ) | ||||
| Loss from discontinued operations, net of income taxes | (17,779 | ) | (2,429 | ) | ||||
| Net loss | $ | (111,029 | ) | $ | (14,379 | ) | ||
| Basic and diluted loss per common share: | ||||||||
| Loss from continuing operations | $ | (3.93 | ) | $ | (0.55 | ) | ||
| Loss from discontinued operations | (0.75 | ) | (0.11 | ) | ||||
| Net loss | $ | (4.68 | ) | $ | (0.66 | ) | ||
| Basic and diluted weighted average common shares outstanding | 23,725 | 21,652 | ||||||
| Years ended December 31, | ||||||||||||
| 2015 | 2014 | 2013 | ||||||||||
| Net sales | $ | 126,951 | $ | 106,322 | $ | 91,209 | ||||||
| Operating costs and expenses: | ||||||||||||
| Cost of sales | 92,476 | 78,452 | 68,367 | |||||||||
| Selling, general and administrative expenses | 19,128 | 18,969 | 15,025 | |||||||||
| Non-recurring costs | 275 | 2,881 | 777 | |||||||||
| Depreciation and amortization | 10,432 | 10,655 | 11,333 | |||||||||
| Loss on disposal and impairment of property and equipment | 500 | 2,104 | 126 | |||||||||
| Total operating costs and expenses | 122,811 | 113,061 | 95,628 | |||||||||
| Income (loss) from operations | 4,140 | (6,739 | ) | (4,419 | ) | |||||||
| Interest expense, net | 1,987 | 6,325 | 4,425 | |||||||||
| Income (loss) from continuing operations | 2,153 | (13,064 | ) | (8,844 | ) | |||||||
| Loss from discontinued operations | (296 | ) | (403 | ) | (1,862 | ) | ||||||
| Net income (loss) | $ | 1,857 | $ | (13,467 | ) | $ | (10,706 | ) | ||||
| Basic earnings (loss) per common share: | ||||||||||||
| Income (loss) from continuing operations | $ | 0.08 | $ | (0.54 | ) | $ | (0.37 | ) | ||||
| Loss from discontinued operations | (0.01 | ) | (0.01 | ) | (0.08 | ) | ||||||
| Net income (loss) | $ | 0.07 | $ | (0.55 | ) | $ | (0.45 | ) | ||||
| Diluted earnings (loss) per common share: | ||||||||||||
| Income (loss) from continuing operations | $ | 0.08 | $ | (0.54 | ) | $ | (0.37 | ) | ||||
| Loss from discontinued operations | (0.01 | ) | (0.01 | ) | (0.08 | ) | ||||||
| Net income (loss) | $ | 0.07 | $ | (0.55 | ) | $ | (0.45 | ) | ||||
| Weighted average shares used in computing earnings (loss) per share: | ||||||||||||
| Basic | 25,190 | 24,339 | 23,935 | |||||||||
| Diluted | 27,001 | 24,339 | 23,935 | |||||||||
The accompanying notes are an integral part of the consolidated financial statements.
PRIMO WATER CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
| Years Ended December 31, | ||||||||
| 2012 | 2011 | |||||||
| Net loss | $ | (111,029 | ) | $ | (14,379 | ) | ||
| Other comprehensive income (loss): | ||||||||
| Foreign currency translation adjustments, net | 484 | (570 | ) | |||||
| Comprehensive loss | $ | (110,545 | ) | $ | (14,949 | ) | ||
(In thousands)
| Accumulated | ||||||||||||||||||||||||||||
| Additional | Common | Other | Total | |||||||||||||||||||||||||
| Common Stock | Paid-in | Stock | Comprehensive | Accumulated | Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | Capital | Warrants | Income | Deficit | Equity | ||||||||||||||||||||||
| Balance, December 31, 2010 | 19,021 | $ | 19 | $ | 220,125 | $ | 6,966 | $ | 50 | $ | (113,723 | ) | $ | 113,437 | ||||||||||||||
| Employee stock compensation plans, net | 78 | – | 1,376 | – | – | – | 1,376 | |||||||||||||||||||||
| Issuance of common stock, net of issuance costs | 3,751 | 4 | 39,440 | – | – | – | 39,444 | |||||||||||||||||||||
| Issuance of warrant | – | – | – | 41 | – | – | 41 | |||||||||||||||||||||
Issuance of common stock in connection with the Omnifrio and Canada Exchange acquisitions | 808 | 1 | 10,279 | – | – | – | 10,280 | |||||||||||||||||||||
| Net loss | – | – | – | – | – | (14,379 | ) | (14,379 | ) | |||||||||||||||||||
| Other comprehensive income (loss) | – | – | – | – | (570 | ) | – | (570 | ) | |||||||||||||||||||
| Balance, December 31, 2011 | 23,658 | $ | 24 | $ | 271,220 | $ | 7,007 | $ | (520 | ) | $ | (128,102 | ) | $ | 149,629 | |||||||||||||
| Employee stock compensation plans, net | 114 | – | 1,290 | – | – | – | 1,290 | |||||||||||||||||||||
| Issuance of common stock, net of issuance costs | – | – | (174 | ) | – | – | – | (174 | ) | |||||||||||||||||||
| Issuance and modification of warrant | – | – | – | 1,413 | – | – | 1,413 | |||||||||||||||||||||
| Net loss | – | – | – | – | – | (111,029 | ) | (111,029 | ) | |||||||||||||||||||
| Other comprehensive income (loss) | – | – | – | – | 484 | – | 484 | |||||||||||||||||||||
| Balance, December 31, 2012 | 23,772 | $ | 24 | $ | 272,336 | $ | 8,420 | $ | (36 | ) | $ | (239,131 | ) | $ | 41,613 | |||||||||||||
| Years ended December 31, | ||||||||||||
| 2015 | 2014 | 2013 | ||||||||||
| Net income (loss) | $ | 1,857 | $ | (13,467 | ) | $ | (10,706 | ) | ||||
| Other comprehensive loss: | ||||||||||||
| Foreign currency translation adjustments, net | (598 | ) | (384 | ) | (394 | ) | ||||||
| Comprehensive income (loss) | $ | 1,259 | $ | (13,851 | ) | $ | (11,100 | ) | ||||
The accompanying notes are an integral part of the consolidated financial statements.
PRIMO WATER CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWSSTOCKHOLDERS’ EQUITY
| Year Ended December 31, | ||||||||
| 2012 | 2011 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (111,029 | ) | $ | (14,379 | ) | ||
| Less: Loss from discontinued operations | (17,779 | ) | (2,429 | ) | ||||
| Loss from continuing operations | (93,250 | ) | (11,950 | ) | ||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 11,102 | 8,863 | ||||||
| Stock-based compensation expense | 1,252 | 984 | ||||||
| Non-cash interest expense | 2,002 | 1,024 | ||||||
| Deferred income tax (benefit) expense | (961 | ) | 961 | |||||
| Bad debt expense | 410 | 417 | ||||||
| Goodwill and other impairment | 82,013 | – | ||||||
| Other | (147 | ) | (275 | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 2,253 | (6,691 | ) | |||||
| Inventories | (1,257 | ) | (2,634 | ) | ||||
| Prepaid expenses and other assets | (100 | ) | (1,047 | ) | ||||
| Accounts payable | 943 | 4,874 | ||||||
| Accrued expenses and other liabilities | 1,602 | (2,697 | ) | |||||
| Net cash provided by (used in) operating activities | 5,862 | (8,171 | ) | |||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | (4,038 | ) | (16,843 | ) | ||||
| Purchases of bottles, net of disposals | (1,291 | ) | (2,367 | ) | ||||
| Proceeds from the sale of property and equipment | 81 | 25 | ||||||
| Business acquisitions | – | (1,576 | ) | |||||
| Additions to and acquisitions of intangible assets | (663 | ) | (439 | ) | ||||
| Net cash used in investing activities | (5,911 | ) | (21,200 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Borrowings under prior revolving credit facility | 500 | 36,126 | ||||||
| Payments under prior revolving credit facility | (15,000 | ) | (39,538 | ) | ||||
| Borrowings under revolving credit facility | 45,694 | – | ||||||
| Payments under revolving credit facility | (38,617 | ) | – | |||||
| Borrowings under term loan | 15,150 | – | ||||||
| Note payable and capital lease payments | (14 | ) | (15 | ) | ||||
| Debt issuance costs | (2,203 | ) | (813 | ) | ||||
| Proceeds from sale of common stock, net of issuance costs | (491 | ) | 39,444 | |||||
| Stock option and employee stock purchase activity, net | 39 | 392 | ||||||
| Net cash provided by financing activities | 5,058 | 35,596 | ||||||
| Net increase in cash | 5,009 | 6,225 | ||||||
| Cash, beginning of year | 751 | 443 | ||||||
| Effect of exchange rate changes on cash | 9 | (46 | ) | |||||
| Cash used in discontinued operations from: | ||||||||
| Operating activities | (5,226 | ) | (2,608 | ) | ||||
| Investing activities | (309 | ) | (3,263 | ) | ||||
| Financing activities | – | – | ||||||
| Cash used in discontinued operations | (5,535 | ) | (5,871 | ) | ||||
| Cash, end of period | $ | 234 | $ | 751 | ||||
Common Stock | Additional Paid-in | Common Stock | Accumulated | Accumulated Other Comprehensive | Total Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | Capital | Warrants | Deficit | Loss | Equity | ||||||||||||||||||||||
| Balance, December 31, 2012 | 23,772 | $ | 24 | $ | 272,336 | $ | 8,420 | $ | (239,131 | ) | $ | (36 | ) | $ | 41,613 | |||||||||||||
| Employee stock compensation plans, net | 304 | – | 1,047 | – | – | – | 1,047 | |||||||||||||||||||||
| Issuance of common stock, net of issuance costs | – | – | (4 | ) | – | – | – | (4 | ) | |||||||||||||||||||
| Net loss | – | – | – | – | (10,706 | ) | – | (10,706 | ) | |||||||||||||||||||
| Other comprehensive loss | – | – | – | – | – | (394 | ) | (394 | ) | |||||||||||||||||||
| Balance, December 31, 2013 | 24,076 | $ | 24 | $ | 273,379 | $ | 8,420 | $ | (249,837 | ) | $ | (430 | ) | $ | 31,556 | |||||||||||||
| Employee stock compensation plans, net | 274 | 1 | 3,979 | – | – | – | 3,980 | |||||||||||||||||||||
| Cashless exercise of common stock warrants | 292 | – | 350 | (350 | ) | – | – | – | ||||||||||||||||||||
| Issuance of DS Services' Warrant | – | – | – | 589 | – | – | 589 | |||||||||||||||||||||
| Net loss | – | – | – | – | (13,467 | ) | – | (13,467 | ) | |||||||||||||||||||
| Other comprehensive loss | – | – | – | – | – | (384 | ) | (384 | ) | |||||||||||||||||||
| Balance, December 31, 2014 | 24,642 | $ | 25 | $ | 277,708 | $ | 8,659 | $ | (263,304 | ) | $ | (814 | ) | $ | 22,274 | |||||||||||||
| Employee stock compensation plans, net | 195 | – | 2,602 | – | – | – | 2,602 | |||||||||||||||||||||
| Cashless exercise of common stock warrants | 973 | 1 | 1,166 | (1,167 | ) | – | – | – | ||||||||||||||||||||
| Net income | – | – | – | – | 1,857 | – | 1,857 | |||||||||||||||||||||
| Other comprehensive loss | – | – | – | – | – | (598 | ) | (598 | ) | |||||||||||||||||||
| Balance, December 31, 2015 | 25,810 | $ | 26 | $ | 281,476 | $ | 7,492 | $ | (261,447 | ) | $ | (1,412 | ) | $ | 26,135 | |||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
PRIMO WATER CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)
| Years Ended December 31, | ||||||||||||
| 2015 | 2014 | 2013 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income (loss) | $ | 1,857 | $ | (13,467 | ) | $ | (10,706 | ) | ||||
| Less: Loss from discontinued operations | (296 | ) | (403 | ) | (1,862 | ) | ||||||
| Income (loss) from continuing operations | 2,153 | (13,064 | ) | (8,844 | ) | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 10,432 | 10,655 | 11,333 | |||||||||
| Loss on disposal and impairment of property and equipment | 500 | 2,104 | 126 | |||||||||
| Stock-based compensation expense | 2,601 | 4,023 | 1,034 | |||||||||
| Non-cash interest expense | 110 | 2,776 | 1,162 | |||||||||
| Issuance of DS Services' common stock warrant | – | 589 | – | |||||||||
| Realized foreign currency exchange loss and other, net | 387 | (62 | ) | (132 | ) | |||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | (2,303 | ) | (1,228 | ) | 2,464 | |||||||
| Inventories | (306 | ) | (528 | ) | 1,205 | |||||||
| Prepaid expenses and other assets | 655 | 90 | (308 | ) | ||||||||
| Accounts payable | (420 | ) | 2,299 | (437 | ) | |||||||
| Accrued expenses and other liabilities | (255 | ) | 769 | (970 | ) | |||||||
| Net cash provided by operating activities | 13,554 | 8,423 | 6,633 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Purchases of property and equipment | (5,354 | ) | (5,449 | ) | (4,793 | ) | ||||||
| Purchases of bottles, net of disposals | (2,488 | ) | (2,473 | ) | (2,507 | ) | ||||||
| Proceeds from the sale of property and equipment | 108 | 727 | 38 | |||||||||
| Additions to and acquisitions of intangible assets | (16 | ) | (33 | ) | (45 | ) | ||||||
| Net cash used in investing activities | (7,750 | ) | (7,228 | ) | (7,307 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Borrowings under Revolving Credit Facilities | 27,000 | 48,353 | 91,135 | |||||||||
| Payments under Revolving Credit Facilities | (31,000 | ) | (47,498 | ) | (95,067 | ) | ||||||
| Borrowings under Term loans | – | 22,500 | 5,500 | |||||||||
| Payments under Term loans | – | (23,499 | ) | – | ||||||||
| Note payable and capital lease payments | (203 | ) | (147 | ) | (15 | ) | ||||||
| Stock option and employee stock purchase activity, net | 159 | 198 | (801 | ) | ||||||||
| Debt issuance costs and other | – | (640 | ) | 130 | ||||||||
| Net cash (used in) provided by financing activities | (4,044 | ) | (733 | ) | 882 | |||||||
| Cash used in operating activities of discontinued operations | (154 | ) | (259 | ) | 56 | |||||||
| Effect of exchange rate changes on cash and cash equivalents | (275 | ) | (102 | ) | (104 | ) | ||||||
| Net increase in cash and cash equivalents | 1,331 | 101 | 160 | |||||||||
| Cash and cash equivalents, beginning of year | 495 | 394 | 234 | |||||||||
| Cash and cash equivalents, end of period | $ | 1,826 | $ | 495 | $ | 394 | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
PRIMO WATER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
| 1. | Description of Business and Significant Accounting Policies |
Business
Primo Water Corporation (together with its consolidated subsidiaries, “Primo”, “we”,“Primo,” “we,” “our,” “us”) is a rapidly growingleading provider of multi-gallon purified bottled water, self-serve filtered drinkingself-service refill water and water dispensers sold through major retailers in the United States and Canada.
Principles of Consolidation
Our consolidated financial statements include the accounts of Primo and our wholly-owned subsidiaries. All intercompany amounts and transactions have been eliminated in consolidation. Our consolidated statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).
Use of Estimates
The preparation of our financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions used to determine certain amounts that affect the financial statements are reasonable, based on information available at the time they are made. To the extent there are material differences between these estimates and actual results, our consolidated financial statements may be affected. Some of the more significant estimates include allowances for doubtful accounts, valuation of inventories, future cash flows associated with long-lived assets, fair value assumptions in analyzing goodwill, depreciation, valuation of intangible assets, assumptions involved in valuing equity awards, valuation of deferred taxes and allowance for sales returns.
Discontinued Operations
As described in Note 5,3, during 2012, we committed to a plan to sell the assets of the sparkling beverage appliances, flavorings, CO2CO2 cylinders and accessories business sold under the Flavorstation brand (the “Disposal Group”). We determined that the Disposal Group meets the criteria for classification as discontinued operations. As a result, the results of operations and financial position of the Disposal Group for the current and prior year, which were previously reported as the Flavorstation segment,periods are reflected as discontinued operations. The primary activities of our discontinued operations relate to the resolution of contingencies and other matters that arose from and that are directly related to the operations of the Disposal Group before its disposal.
DS Services Agreement
On November 12, 2013, we entered into a strategic alliance agreement (the “DS Services Agreement”) with DS Services of America, Inc. (“DS Services”) pursuant to which DS Services has become our primary bottler and distributor and provider of exchange and supply services for the Exchange business in the United States. Pursuant to the DS Services Agreement, during 2015, we also completed the transition of DS Services retail customers to Primo.
Revenue Recognition
Revenue is recognized for the sale of multi-gallon purified bottled water upon either the delivery of inventory to the retail store or the purchase by the consumer. Revenue is either recognized as an exchange transaction (where a discount is provided on the purchase of a multi-gallon bottle of purified water for the return of an empty multi-gallon bottle) or a non-exchange transaction. Revenues on exchange transactions are recognized net of the exchange discount. Self-serve filteredSelf-service refill water revenue is recognized as the filtered water is filtered,purchased by the consumer or retailer, which is measured by the water dispensing equipment meter.
Revenue is recognized for the sale of our water dispenser products when title is transferred to our retail customers. We have no contractual obligation to accept returns nor do we guarantee sales. However, we will at times accept returns or issue credits for manufacturer defects or that were damaged in transit. Revenues are recognized net of an estimated allowance for returns using an average return rate based upon historical experience.
In addition, we offer certain incentives such as coupons and rebates that are netted against and reduce net sales in the consolidated statements of operations. With the purchase of certain of our water dispensers we include a coupon for a free multi-gallon bottle of purified water. No revenue is recognized with respect to the redemption of the coupon for a free multi-gallon bottle of water and the estimated cost of the multi-gallon bottle of purified water is included in cost of sales.
Cash and Cash Equivalents
All highly liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. The Company had $507 and $0 in cash equivalents at December 31, 2015 and 2014, respectively.
Accounts Receivable
All trade accounts receivable are due from customers located within the United States and Canada. We maintain an allowance for doubtful accountssales discounts, rebates and promotions based on our arrangements with customers. Accounts receivable, net included allowances for estimated losses resulting from the inabilitysales discounts, rebates and promotions of our customers to make required payments.$586 and $1,212 at December 31, 2015 and 2014, respectively. Accounts receivable, net includes allowances for doubtful accounts of approximately $792$101 and $471$107 at December 31, 20122015 and 2011,2014, respectively. The allowance for doubtful accounts is based on a review of specifically identified accounts in addition to an overall aging analysis. Judgments are made with respect to the collectability of accounts receivable based on historical experience and current economic trends. Actual losses could differ from those estimates. Accounts receivable, net includes an allowance for returns of $965 and $988 at December 31, 2015 and 2014, respectively. The allowance for returns is computed using an average return rate based upon historical experience.
| Beginning Balance | Amounts Charged to Revenues or Expense | Amounts Charged to Other Accounts | Deductions | Ending Balance | ||||||||||||||||
| Year ended December 31, 2012 | $ | 471 | 410 | – | (88 | ) | $ | 792 | ||||||||||||
| Year ended December 31, 2011 | $ | 244 | 417 | 39 | (1) | (229 | ) | $ | 471 | |||||||||||
Beginning Balance | Amounts Charged or (Credited) to Expense or Revenue | Deductions | Ending Balance | |||||||||||||
| Allowance for doubtful accounts | ||||||||||||||||
| Year Ended December 31, 2015 | $ | 107 | 1 | (7 | ) | $ | 101 | |||||||||
| Year Ended December 31, 2014 | $ | 321 | (273 | ) | 59 | $ | 107 | |||||||||
| Year Ended December 31, 2013 | $ | 792 | (275 | ) | (196 | ) | $ | 321 | ||||||||
| Allowance for returns | ||||||||||||||||
| Year Ended December 31, 2015 | $ | 988 | 2,453 | (2,476 | ) | $ | 965 | |||||||||
| Year Ended December 31, 2014 | $ | 989 | 2,714 | (2,715 | ) | $ | 988 | |||||||||
| Year Ended December 31, 2013 | $ | 1,017 | 2,447 | (2,475 | ) | $ | 989 | |||||||||
Inventories
Our water dispenser inventories consist primarily of finished goods and are valued at the lower of cost or realizablemarket value, with cost determined using the first-in, first-out (FIFO) method. Miscellaneous selling supplies such as labels are expensed when purchased.The cost basis of multi-gallon purified bottled water held on consignment at retail store locations is the amount paid to independent distributors who deliver our water.
Bottles
Bottles consist of three- and five- gallon refillable polycarbonate bottles used in our exchange business and are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of two years for 2012 and three years for 2011. During 2012, we changed our estimate of the useful life of bottles which resulted in incremental depreciation expense of $358 for the last six months of 2012 reported in depreciation and amortization in our Consolidated Statements of Operations.years.
DS Services Agreement
On November 12, 2013, we entered into a strategic alliance agreement (the “DS Services Agreement”) with DS Services of America, Inc. (“DS Services”) pursuant to which DS Services has become our primary bottler and distributor and provider of exchange and supply services for the Exchange business in the United States. Pursuant to the DS Services Agreement, during 2015, we also completed the transition of DS Services retail customers to Primo.
Revenue Recognition
Revenue is recognized for the sale of multi-gallon purified bottled water upon either the delivery of inventory to the retail store or the purchase by the consumer. Revenue is either recognized as an exchange transaction (where a discount is provided on the purchase of a multi-gallon bottle of purified water for the return of an empty multi-gallon bottle) or a non-exchange transaction. Revenues on exchange transactions are recognized net of the exchange discount. Self-service refill water revenue is recognized as the filtered water is purchased by the consumer or retailer, which is measured by the water dispensing equipment meter.
Revenue is recognized for the sale of our water dispenser products when title is transferred to our retail customers. We have no contractual obligation to accept returns nor do we guarantee sales. However, we will at times accept returns or issue credits for manufacturer defects or that were damaged in transit. Revenues are recognized net of an estimated allowance for returns using an average return rate based upon historical experience.
In addition, we offer certain incentives such as coupons and rebates that are netted against and reduce net sales in the consolidated statements of operations. With the purchase of certain of our water dispensers we include a coupon for a free multi-gallon bottle of purified water. No revenue is recognized with respect to the redemption of the coupon for a free multi-gallon bottle of water and the cost of the multi-gallon bottle of purified water is included in cost of sales.
Cash
All highly liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. The Company had $507 and $0 in cash equivalents at December 31, 2015 and 2014, respectively.
Accounts Receivable
All trade accounts receivable are due from customers located within the United States and Canada. We maintain an allowance for sales discounts, rebates and promotions based on our arrangements with customers. Accounts receivable, net included allowances for sales discounts, rebates and promotions of $586 and $1,212 at December 31, 2015 and 2014, respectively. Accounts receivable, net includes allowances for doubtful accounts of $101 and $107 at December 31, 2015 and 2014, respectively. The allowance for doubtful accounts is based on a review of specifically identified accounts in addition to an overall aging analysis. Judgments are made with respect to the collectability of accounts receivable based on historical experience and current economic trends. Actual losses could differ from those estimates. Accounts receivable, net includes an allowance for returns of $965 and $988 at December 31, 2015 and 2014, respectively. The allowance for returns is computed using an average return rate based upon historical experience.
Beginning Balance | Amounts Charged or (Credited) to Expense or Revenue | Deductions | Ending Balance | |||||||||||||
| Allowance for doubtful accounts | ||||||||||||||||
| Year Ended December 31, 2015 | $ | 107 | 1 | (7 | ) | $ | 101 | |||||||||
| Year Ended December 31, 2014 | $ | 321 | (273 | ) | 59 | $ | 107 | |||||||||
| Year Ended December 31, 2013 | $ | 792 | (275 | ) | (196 | ) | $ | 321 | ||||||||
| Allowance for returns | ||||||||||||||||
| Year Ended December 31, 2015 | $ | 988 | 2,453 | (2,476 | ) | $ | 965 | |||||||||
| Year Ended December 31, 2014 | $ | 989 | 2,714 | (2,715 | ) | $ | 988 | |||||||||
| Year Ended December 31, 2013 | $ | 1,017 | 2,447 | (2,475 | ) | $ | 989 | |||||||||
Inventories
Our water dispenser inventories consist primarily of finished goods and are valued at the lower of cost or market value, with cost determined using the first-in, first-out (FIFO) method. The cost basis of multi-gallon purified bottled water held on consignment at retail store locations is the amount paid to independent distributors who deliver our water.
Bottles
Bottles consist of three- and five- gallon refillable polycarbonate bottles used in our exchange business and are stated at cost, less accumulated depreciation and amortization. Internal and external costs incurred to acquire and create internal use software are capitalized and amortizeddepreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the software. Depreciation and amortization is generally calculated using straight-line methods over estimated useful lives that range from two to ten years.
| Water | ||||
| Balance at December 31, 2010 | $ | 77,415 | ||
| Acquisition of Canada Bulk Water Exchange Business | 1,536 | |||
| Adjustments related to acquisition of Refill Business | 178 | |||
| Effect of foreign currency translation | (306 | ) | ||
| Balance at December 31, 2011 | $ | 78,823 | ||
| Goodwill impairment | (79,146 | ) | ||
| Effect of foreign currency translation | 323 | |||
| Balance at December 31, 2012 | $ | - | ||
| December 31, 2012 | December 31, 2011 | |||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Intangible Assets | Gross Carrying Amount | Accumulated Amortization | Net Intangible Assets | |||||||||||||||||||
| Amortized intangible assets: | ||||||||||||||||||||||||
| Customer relationships | $ | 16,228 | $ | (4,704 | ) | $ | 11,524 | $ | 16,137 | $ | (3,609 | ) | $ | 12,528 | ||||||||||
| Patent costs | 1,151 | (420 | ) | 731 | 513 | (152 | ) | 361 | ||||||||||||||||
| 17,379 | (5,124 | ) | 12,255 | 16,650 | (3,761 | ) | 12,889 | |||||||||||||||||
| Unamortized intangible assets: | ||||||||||||||||||||||||
| Trademarks | 222 | – | 222 | 218 | – | 218 | ||||||||||||||||||
| Total | $ | 17,601 | $ | (5,124 | ) | $ | 12,477 | $ | 16,868 | $ | (3,761 | ) | $ | 13,107 | ||||||||||
| 2013 | $ | 1,411 | ||
| 2014 | 1,229 | |||
| 2015 | 1,013 | |||
| 2016 | 888 | |||
| 2017 | 871 | |||
| Thereafter | 6,844 | |||
| Total | $ | 12,256 |
Discontinued Operations
As described in Note 3, during 2012, we committed to a plan to sell the assets of the sparkling beverage appliances, flavorings, CO2 cylinders and accessories business sold under the Flavorstation brand (the “Disposal Group”). We determined that the Disposal Group meets the criteria for classification as discontinued operations. As a result, the results of operations and financial position of the Disposal Group for the current and prior periods are reflected as discontinued operations. The primary activities of our discontinued operations relate to the resolution of contingencies and other matters that arose from and that are directly related to the operations of the Disposal Group before its disposal.
DS Services Agreement
On November 12, 2013, we entered into a strategic alliance agreement (the “DS Services Agreement”) with DS Services of America, Inc. (“DS Services”) pursuant to which DS Services has become our primary bottler and distributor and provider of exchange and supply services for the Exchange business in the United States. Pursuant to the DS Services Agreement, during 2015, we also completed the transition of DS Services retail customers to Primo.
Revenue Recognition
Revenue is recognized for the sale of multi-gallon purified bottled water upon either the delivery of inventory to the retail store or the purchase by the consumer. Revenue is either recognized as an exchange transaction (where a discount is provided on the purchase of a multi-gallon bottle of purified water for the return of an empty multi-gallon bottle) or a non-exchange transaction. Revenues on exchange transactions are recognized net of the exchange discount. Self-service refill water revenue is recognized as the filtered water is purchased by the consumer or retailer, which is measured by the water dispensing equipment meter.
Revenue is recognized for the sale of our water dispenser products when title is transferred to our retail customers. We have no contractual obligation to accept returns nor do we guarantee sales. However, we will at times accept returns or issue credits for manufacturer defects or that were damaged in transit. Revenues are recognized net of an estimated allowance for returns using an average return rate based upon historical experience.
In addition, we offer certain incentives such as coupons and rebates that are netted against and reduce net sales in the consolidated statements of operations. With the purchase of certain of our water dispensers we include a coupon for a free multi-gallon bottle of purified water. No revenue is recognized with respect to the redemption of the coupon for a free multi-gallon bottle of water and the cost of the multi-gallon bottle of purified water is included in cost of sales.
Cash
All highly liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. The Company had $507 and $0 in cash equivalents at December 31, 2015 and 2014, respectively.
Accounts Receivable
All trade accounts receivable are due from customers located within the United States and Canada. We maintain an allowance for sales discounts, rebates and promotions based on our arrangements with customers. Accounts receivable, net included allowances for sales discounts, rebates and promotions of $586 and $1,212 at December 31, 2015 and 2014, respectively. Accounts receivable, net includes allowances for doubtful accounts of $101 and $107 at December 31, 2015 and 2014, respectively. The allowance for doubtful accounts is based on a review of specifically identified accounts in addition to an overall aging analysis. Judgments are made with respect to the collectability of accounts receivable based on historical experience and current economic trends. Actual losses could differ from those estimates. Accounts receivable, net includes an allowance for returns of $965 and $988 at December 31, 2015 and 2014, respectively. The allowance for returns is computed using an average return rate based upon historical experience.
Beginning Balance | Amounts Charged or (Credited) to Expense or Revenue | Deductions | Ending Balance | |||||||||||||
| Allowance for doubtful accounts | ||||||||||||||||
| Year Ended December 31, 2015 | $ | 107 | 1 | (7 | ) | $ | 101 | |||||||||
| Year Ended December 31, 2014 | $ | 321 | (273 | ) | 59 | $ | 107 | |||||||||
| Year Ended December 31, 2013 | $ | 792 | (275 | ) | (196 | ) | $ | 321 | ||||||||
| Allowance for returns | ||||||||||||||||
| Year Ended December 31, 2015 | $ | 988 | 2,453 | (2,476 | ) | $ | 965 | |||||||||
| Year Ended December 31, 2014 | $ | 989 | 2,714 | (2,715 | ) | $ | 988 | |||||||||
| Year Ended December 31, 2013 | $ | 1,017 | 2,447 | (2,475 | ) | $ | 989 | |||||||||
Inventories
Our water dispenser inventories consist primarily of finished goods and are valued at the lower of cost or market value, with cost determined using the first-in, first-out (FIFO) method. The cost basis of multi-gallon purified bottled water held on consignment at retail store locations is the amount paid to independent distributors who deliver our water.
Bottles
Bottles consist of three- and five- gallon refillable polycarbonate bottles used in our exchange business and are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of two years.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation and amortization. Internal and external costs incurred to acquire and create internal use software are capitalized and amortized over the useful life of the software. Depreciation and amortization is generally calculated using straight-line methods over estimated useful lives that range from two to twelve years, taking into account estimated salvage values for certain assets.
We incur maintenance costs on our major equipment. Maintenance, repair and minor refurbishment costs are charged to expense as incurred, while additions, renewals, and improvements are capitalized.
Customer Bottle Deposits
In our Canadian Exchange business, we collect a refundable deposit on each customer’s initial purchase of our water. If a customer decides to exit our program, the deposit is refunded. At December 31, 2015 and 2014, customer bottle deposits of $689 and $707, respectively, were reported in accrued expenses and other current liabilities on our Consolidated Balance Sheets. We estimate a portion of deposits which, based on historical experience, we do not believe will be refunded to customers. The customer bottle deposit liability was reduced by $187 and $215 for 2015 and 2014, respectively, for such estimates.
Intangible Assets
We classify intangible assets into two categories: (1) intangible assets with definite lives subject to amortization and (2) intangible assets with indefinite lives not subject to amortization. We determine the useful lives of our identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, our long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, primarily on a straight-line basis, over their useful lives. Intangible assets that are deemed to have indefinite lives are tested for impairment annually, as of December 31, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test for indefinite-lived intangibles consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess.
Long-Lived Assets
We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset at the date it is tested for recoverability, whether in use or under development. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value.
Stock-Based Compensation
We estimate the grant date fair value of equity awards and amortize this value over the performance or service period. We measure the fair value of awards granted under the Primo Water Corporation Value Creation Plan (the “VCP”) and stock options using a Black-Scholes option pricing model which incorporates multiple complex and subjective inputs and assumptions (see “Note 9 – Stock-Based Compensation”). These variables include the expected term of the award, the expected stock price volatility over the expected term and risk-free interest rate. For restricted stock awards, we measure the fair value based upon the market price of our common stock on the date of the grant. Compensation expense is generally recognized on a straight-line basis for over the service period. For awards with performance conditions, we begin recognizing compensation expense when it becomes probable that the performance condition will be attained. Stock-based compensation expense is reflected in selling, general, and administrative expenses.
Research, Development and Engineering
Research, development and engineering costs, primarily related to the design and innovation of water dispensers, are expensed as incurred.
Advertising Costs
Costs incurred for producing and distributing advertising and advertising materials are expensed as incurred or the first time the advertising takes place. Advertising costs totaled $90 and $28 for 2015 and 2014, respectively, and are included in selling, general, and administrative expenses.
Concentrations of Risk
Our principal financial instruments subject to potential concentration of credit risk are cash, trade receivables and accounts payable. We invest our funds in highly rated institutions and believe the financial risk associated with cash in excess of federally insured amounts is minimal. At December 31, 2015 and 2014, $1,486 and $175, respectively, of our cash on deposit exceeded the insured limits.
We perform ongoing credit evaluations of our customers’ financial condition and maintain allowances for doubtful accounts that we believe are sufficient to provide for losses that may be sustained on realization of accounts receivable. We had three customers that accounted for approximately 39%, 19% and 15% of sales in 2015. Each of these customers purchased products from both our Water and Dispensers Segments. We had two customers that accounted for approximately 40% and 22% of sales in 2014 and two customers that accounted for approximately 45% and 25% of sales in 2013. These two customers purchased products from both our Water and Dispensers Segments.
We had three customers that accounted for approximately 41%, 14% and 14% of total trade receivables at December 31, 2015 and three customers that accounted for approximately 41%, 18% and 10% of total trade receivables at December 31, 2014.
Basic and Diluted Earnings (Loss) Per Share
Earnings (loss) per share has been computed using the weighted average number of shares of common stock outstanding during each period. Diluted amounts per share include the dilutive impact, if any, of our outstanding potential common shares, such as stock options, restricted stock units and warrants. Diluted amounts per share also include the dilutive impact, if any, of contingently issuable shares related to awards under the VCP; As performance-based awards, such dilutive impact is based on the number of shares, if any, that would be issuable under the terms of the VCP if the end of the reporting period were the end of the contingency period. Potential common shares that are anti-dilutive are excluded from the calculation of diluted net loss per common share.
Income Taxes
We account for income taxes using the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent that utilization is not presently more likely than not.
As required by U.S. GAAP, we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.
Cumulative Translation Adjustment and Foreign Currency Transactions
The local currency of our operations in Canada is considered to be the functional currency. Assets and liabilities of the Canada subsidiary are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Results of operations are translated using the average exchange rate prevailing throughout the period. The effects of unrealized exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are presented as foreign currency translation adjustments, net included in other comprehensive income (loss) in the consolidated statements of comprehensive income (loss). With the exception of transaction gains and losses on certain intercompany balances which we have determined are of a long-term investment nature, realized gains and losses on foreign currency transactions are included in the consolidated statements of operations. At December 31, 2015 and 2014, accumulated other comprehensive loss balances of $1,412 and $814, respectively, were related to unrealized foreign currency translation adjustments and transaction gains and losses on certain intercompany balances.
Non-recurring costs
Transactions that are unusual in nature or which occur infrequently, but not both, are reported as non-recurring costs on our consolidated statements of operations. Non-recurring costs consist primarily of transition and other expenses associated with the DS Services Agreement as well as other legal and severance expenses.
Recent Accounting Pronouncements
Revenue from Contracts with Customers
In May 2014, the FASB issued updated guidance which supersedes existing revenue recognition requirements in U.S. GAAP. The updated guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the guidance establishes a five-step approach for the recognition of revenue. In August 2015, the FASB issued updated guidance to defer the effective date of this update. As a result, the update is currently effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. We are currently evaluating the impact of adopting this guidance on our consolidated financial statements.
Going Concern
In August 2014, the Financial Acccounting Standards Board (FASB) issued updated guidance clarifying management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The updated guidance requires that an entity’s management evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The update is effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. The amendment is not expected to have an impact on our consolidated financial statements.
Presentation of Debt Issuance Costs
In April 2015, the FASB issued updated guidance requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation of debt discounts. The update is effective for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. We do not expect the adoption of this updated guidance to have a significant impact on our consolidated financial statements.
Inventory
In July 2015, the FASB issued updated guidance requiring the measurement of certain inventory at the lower of cost and net realizable value. The update is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. We do not expect the adoption of this updated guidance to have a significant impact on our consolidated financial statements.
Income Taxes
In November 2015, the FASB issued updated guidance requiring entities to separate deferred income tax liabilities and assets into current and noncurrent amounts in the balance sheet. Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. We have early adopted the amendments of this updated guidance during the year ended December 31, 2015. Adoption of the updated guidance did not have a significant impact on our consolidated financial statements.
Leases
In February 2016, the FASB issued updated guidance requiring lessees to recognize for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The update is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. We are currently evaluating the impact of adopting this guidance on our consolidated financial statements.
| 2. | Intangible Assets |
Intangible assets are summarized as follows:
| December 31, 2015 | December 31, 2014 | |||||||||||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Intangible Assets | Weighted Average Life (Years) | Gross Carrying Amount | Accumulated Amortization | Net Intangible Assets | Weighted Average Life (Years) | |||||||||||||||||||||||||
| Amortized intangible assets: | ||||||||||||||||||||||||||||||||
| Customer relationships | $ | 14,977 | $ | (7,164 | ) | $ | 7,813 | 15.0 | $ | 15,593 | $ | (6,508 | ) | $ | 9,085 | 15.0 | ||||||||||||||||
| Patent costs | 1,205 | (1,192 | ) | 13 | 3.0 | 1,195 | (1,084 | ) | 111 | 3.0 | ||||||||||||||||||||||
| Trademarks | 255 | (7 | ) | 248 | 15.0 | 256 | - | 256 | N/A | |||||||||||||||||||||||
| Total | $ | 16,437 | $ | (8,363 | ) | $ | 8,074 | 15.0 | $ | 17,044 | $ | (7,592 | ) | $ | 9,452 | 14.8 | ||||||||||||||||
Amortization expense for intangible assets was $984, $1,215 and $1,410 in 2015, 2014 and 2013, respectively. Amortization expense related to intangible assets, which is an estimate for each future year and subject to change, is as follows:
| 2016 | $ | 846 | ||
| 2017 | 825 | |||
| 2018 | 818 | |||
| 2019 | 816 | |||
| 2020 | 816 | |||
| Thereafter | 3,953 | |||
| $ | 8,074 |
| 3. | Discontinued Operations |
During 2012, we committed to a plan to sell the assets of the Disposal Group, which includes sparkling beverage appliances, flavorings, CO2 cylinders and accessories sold under the Flavorstation brand as well as the Omnifrio Single-Serve Businesssingle-serve business and initiated an active program to execute this plan. In addition, we determined that the Disposal Group met all of the criteria for classification as discontinued operations. As a result, current and prior year amounts and disclosures reflect these operations are reflected as discontinued operations.
| December 31, 2012 | December 31, 2011 | |||||||
| Accounts receivable, net | $ | (32 | ) | $ | 857 | |||
| Inventories | 2,794 | 2,495 | ||||||
| Prepaid expenses and other current assets | 247 | 390 | ||||||
| Property and equipment, net | – | – | ||||||
| Current assets of disposal group held for sale | $ | 3,009 | $ | 3,742 | ||||
| Property and equipment, net | – | 1,263 | ||||||
| Intangible assets, net | – | 7,267 | ||||||
| Goodwill | – | 6,433 | ||||||
| Assets of disposal group held for sale, net of current portion | $ | – | $ | 14,963 | ||||
| Accounts payable | 146 | 1,646 | ||||||
| Accrued expenses and other current liabilities | 2,606 | 1,559 | ||||||
| Current liabilities of disposal group held for sale | $ | 2,752 | $ | 3,205 | ||||
| Other long-term liabilities | – | 3,000 | ||||||
| Liabilities of disposal group held for sale, net of current portion | $ | – | $ | 3,000 | ||||
The net sales and operating results classified as discontinued operations were as follows:
| Year ended December 31, | ||||||||
| 2012 | 2011 | |||||||
| Net sales | $ | 363 | $ | 893 | ||||
| Operating costs and expenses: | ||||||||
| Cost of sales | 3,493 | 1,165 | ||||||
| Selling, general and administrative | 1,597 | 1,798 | ||||||
| Other operating expense (income) | (2,457 | ) | – | |||||
| Non-recurring and acquisition-related costs | 1 | – | ||||||
| Depreciation and amortization | 650 | 359 | ||||||
| Goodwill and developed technology impairment | 13,446 | – | ||||||
| Other impairment | 1,296 | – | ||||||
| Loss on disposal of fixed assets | 116 | – | ||||||
| Total operating costs and expenses | 18,142 | 3,322 | ||||||
| Loss from discontinued operations | $ | (17,779 | ) | $ | (2,429 | ) | ||
| Years ended December 31, | ||||||||||||
| 2015 | 2014 | 2013 | ||||||||||
| Net sales | $ | – | $ | 219 | $ | 2,706 | ||||||
| Operating costs and expenses: | ||||||||||||
| Cost of sales | 7 | 264 | 3,020 | |||||||||
| Selling, general and administrative expenses | 93 | 358 | 479 | |||||||||
| Barter credit impairment | 196 | – | 1,069 | |||||||||
| Total operating costs and expenses | 296 | 622 | 4,568 | |||||||||
| Loss from discontinued operations | $ | (296 | ) | $ | (403 | ) | $ | (1,862 | ) | |||
| Bottles |
Bottles are summarized as follows at December 31:
| 2012 | 2011 | 2015 | 2014 | |||||||||||||
| Cost | $ | 4,439 | $ | 4,555 | $ | 4,653 | $ | 4,747 | ||||||||
| Less accumulated depreciation | (601 | ) | (851 | ) | (965 | ) | (1,173 | ) | ||||||||
| $ | 3,838 | $ | 3,704 | $ | 3,688 | $ | 3,574 | |||||||||
Depreciation expense for bottles was $1,908$2,346, $2,452 and $1,407$2,186 for 20122015, 2014 and 2011,2013, respectively.
| Property and Equipment |
Property and equipment is summarized as follows at December 31:
| 2012 | 2011 | 2015 | 2014 | |||||||||||||
| Leasehold improvements | $ | 87 | $ | 87 | ||||||||||||
| Machinery and equipment | 8,046 | 4,593 | $ | 7,209 | $ | 6,940 | ||||||||||
| Vending equipment | 21,757 | 22,390 | 26,155 | 25,249 | ||||||||||||
| Racks and display panels | 32,452 | 29,211 | 32,065 | 30,047 | ||||||||||||
| Office furniture and equipment | 234 | 324 | ||||||||||||||
| Software and computer equipment | 3,738 | 3,624 | 4,298 | 4,227 | ||||||||||||
| Vehicles under capital leases | 772 | 427 | ||||||||||||||
| Equipment not in service | 1,396 | 3,869 | 659 | 721 | ||||||||||||
| Other | 17 | 324 | ||||||||||||||
| 67,708 | 64,098 | 71,175 | 67,935 | |||||||||||||
| Less accumulated depreciation and amortization | (25,761 | ) | (18,260 | ) | (39,178 | ) | (33,700 | ) | ||||||||
| $ | 41,947 | $ | 45,838 | $ | 31,997 | $ | 34,235 | |||||||||
We recorded impairments of $104 and $824 for 2015 and 2014, respectively, associated with certain Refill equipment that is not expected to generate future cash flows sufficient to recover the net book value of the equipment. The estimated salvage value of the impaired equipment of $31 and $58 is reported as part of equipment not in service within property and equipment, net on our consolidated balance sheets at December 31, 2015 and 2014, respectively. The impairments are reported within loss on disposal and impairment of property and equipment on our consolidated statements of operations.
When we replace Refill equipment at a customer location with new equipment, the remaining net book value, adjusted for any salvage or residual value, associated with the original equipment and related capitalized installation costs is removed resulting in a loss on disposal in some instances. The new equipment and related installation costs are capitalized and depreciated over the estimated useful life of the asset. Such disposals resulted in losses of $430, $573 and $165 for 2015, 2014 and 2013, respectively, which are reported within loss on disposal and impairment of property and equipment on our consolidated statements of operations.
During 2014, as part of the transition of bottling and distribution responsibilities in our Exchange business in the U.S. to DS Services, we entered into arrangements to sell or otherwise dispose of certain racks and machinery. The disposals resulted in a loss of $612 which is reported within loss on disposal and impairment of property and equipment on our consolidated statements of operations for 2014.
The table below summarizes our loss on disposal and impairment of property and equipment:
| Years Ended December 31, | ||||||||||||
| 2015 | 2014 | 2013 | ||||||||||
| Refill vending equipment impairments | $ | 104 | $ | 824 | $ | – | ||||||
| Loss on disposals of Exchange racks and machinery associated with DS Services transition | – | 612 | – | |||||||||
| Loss on disposal of refill vending equipment and related installation costs | 430 | 573 | 165 | |||||||||
| Loss (gain) on other disposals | (34 | ) | 95 | (39 | ) | |||||||
| $ | 500 | $ | 2,104 | $ | 126 | |||||||
During the fourth quarter of 2015, we reduced our estimate of salvage value and extended the useful life of certain Refill equipment which resulted in incremental depreciation expense of $634 for the last three months of 2015 reported in depreciation and amortization in our consolidated statements of operations. These changes in estimates were made in light of recent experience with the equipment, future plans and current facts and circumstances.
Depreciation expense for property and equipment was $7,809$7,103, $6,988 and $6,192$7,737 for 20122015, 2014 and 2011,2013, respectively.
| Accrued Expenses and Other Current Liabilities |
Accrued expenses and other current liabilities are summarized as follows:follows at December 31:
| 2012 | 2011 | |||||||
| Accrued payroll and related items | $ | (351 | ) | $ | (323 | ) | ||
| Accrued severance | (363 | ) | (289 | ) | ||||
| Accrued professional and other expenses | (1,905 | ) | (1,012 | ) | ||||
| Accrued interest | (219 | ) | (4 | ) | ||||
| Accrued sales tax payable | (351 | ) | (83 | ) | ||||
| Customer bottle deposits | (773 | ) | (845 | ) | ||||
| Other | (344 | ) | (282 | ) | ||||
| $ | (4,305 | ) | $ | (2,838 | ) | |||
| 2015 | 2014 | |||||||
| Accrued payroll and related items | $ | 1,718 | $ | 905 | ||||
| Accrued professional expenses | 37 | 319 | ||||||
| Accrued interest | 74 | 460 | ||||||
| Accrued sales tax payable | 52 | 373 | ||||||
| Accrued distributor and service provider payments | 309 | 1,043 | ||||||
| Accrued sales allowances | 541 | 166 | ||||||
| Customer bottle deposits | 689 | 707 | ||||||
| Other | 313 | 347 | ||||||
| Current liabilities of disposal group held for sale | 15 | 23 | ||||||
| $ | 3,748 | $ | 4,343 | |||||
| Debt, Capital Leases and Notes Payable |
Debt, capital leases and notes payable are summarized as follows at December 31:follows:
| December 31, | December 31, | |||||||
| 2012 | 2011 | |||||||
| Senior revolving credit facility | $ | 7,077 | $ | – | ||||
| Term loan, net of original issue discount | 14,145 | – | ||||||
| Prior senior revolving credit facility | – | 14,500 | ||||||
| Notes payable and capital leases | 44 | 58 | ||||||
| 21,266 | 14,558 | |||||||
| Less current portion | (15 | ) | (14,514 | ) | ||||
| Long-term debt, notes payable and capital leases, net of current portion | $ | 21,251 | $ | 44 | ||||
December 31, 2015 | December 31, 2014 | |||||||
| Revolving Credit Facility | $ | – | $ | 4,000 | ||||
| Term Notes | 20,000 | 20,000 | ||||||
| Capital leases | 461 | 304 | ||||||
| Notes payable | – | 12 | ||||||
| 20,461 | 24,316 | |||||||
| Less current portion | (172 | ) | (106 | ) | ||||
| Long-term debt, notes payable and capital leases, net of current portion | $ | 20,289 | $ | 24,210 | ||||
Interest on outstanding borrowingsamounts owed under the Senior Revolving Credit FacilityTerm Notes is payable quarterly at our option at either a floating basethe rate or a one-, two- or three-month LIBOR rate. We are also required to pay a commitment fee on the unused amount of the commitment7.8%. Principal payments under the Senior Revolving Credit Facility. The Senior Revolving Credit Facility contains a limitTerm Notes are payable in five annual $4,000 installments beginning on capital expenditures of $5,500 for the year ended December 31, 2012 and $6,000 for each year thereafter. The limit for capital expenditures may be increased for 2013 and thereafter based upon meeting the fixed charge coverage ratio, as stipulated and defined in the Senior Revolving Credit Facility. In addition, the Senior Revolving Credit Facility does cross default to the Term Loan.June 20, 2017. Total costs associated with the Senior Revolving Credit FacilityTerm Notes were $872,$338, which werehave been capitalized as deferred loan costs and will beare being amortized as part of interest expense over the term of the debt. At December 31, 2012, accumulatedTerm Notes. Accumulated amortization related to Senior Revolving Credit FacilityTerm Notes deferred loan costs was $165.
2014, respectively.
Interest on outstanding amounts owed will be adjusted to 13% per annum (allborrowings under the Revolving Credit Facility is payable in cash) if and whenat our adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) is $10,000option at either (i) the Base Rate, defined as the greater of the Prime Rate, the Federal Funds Effective Rate plus 0.50% or greaterthe LIBOR for a trailing 12-month period. At December 31, 2012 our outstanding term loan balance was $15,358 and our trailing 12-month Adjusted EBITDA was belowthree-month interest period plus 1.0%, plus in each such case a margin of 3.25% or (ii) a one-, two-, three- or six-month LIBOR rate, plus a margin of 4.25%. We are required to pay a commitment fee of 0.50% on the $10,000 threshold for reduced interest charges.
The Credit Agreement contains a number of affirmative and restrictive financial covenants (including limitations on dissolutions, sales of assets, investments, and indebtedness and liens) that use adjusted EBITDA (“Adjusted EBITDA”). Adjusted EBITDA is a non-U.S. GAAP financial measure that 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.
The primary covenants included in the Revolving Credit Facility are as follows: (i) a ratio of consolidated total indebtedness to Adjusted EBITDA of no more than 2.75 to 1.00 as of the last day of each month (measured on a trailing four-quarter basis), (ii) a consolidated tangible net worth requirement measured at the end of each month of no less than $11,000 plus 50% of consolidated net income on a cumulative basis for each fiscal quarter beginning with the quarter ended June 30, 2014 (net losses are disregarded), and (iii) a ratio of Adjusted EBITDA to consolidated fixed charges of no less than 1.00 to 1.00 as of the last day of each quarter (measured on a trailing four-quarter basis). At December 31, 20122015 we were in compliance with all covenants with: (i) a consolidated total indebtedness to Adjusted EBITDA ratio of all covenants.1.13 to 1.00, (ii) consolidated tangible net worth of $18,061 compared to the adjusted minimum of $12,156 and (iii) an Adjusted EBITDA to consolidated fixed charges ratio of 1.80 to 1.00.
We periodically enter into capital leases for service vehicles for field operations and had 33 such holder’s percentage share in the Term Loan and such participations are secured by the same assets as the Term Loan. The Insider Participants include Billy D. Prim, Malcolm McQuilkin and Jack C. Kilgore, all three of whom are current directors of Primo. Mr. Prim is also our Chairman, Chief Executive Officer and President. Mr. Prim, Mr. McQuilkin and Mr. Kilgore purchased $250, $500 and $50 in participation interests, respectively.capital leases outstanding at December 31, 2015.
The Term Loanaggregate future maturities of debt, capital leases and notes payable as of December 31, 2015 were as follows:
| Capital leases | Term Notes | Total | ||||||||||
| 2016 | $ | 249 | $ | – | $ | 249 | ||||||
| 2017 | 247 | 4,000 | 4,247 | |||||||||
| 2018 | 151 | 4,000 | 4,151 | |||||||||
| 2019 | – | 4,000 | 4,000 | |||||||||
| 2020 | – | 4,000 | 4,000 | |||||||||
| Thereafter | – | 4,000 | 4,000 | |||||||||
| $ | 647 | $ | 20,000 | $ | 20,647 | |||||||
| Less: amounts representing estimated executory costs | (159 | ) | – | (159 | ) | |||||||
| Less: amounts representing interest | (27) | – | (27) | |||||||||
| $ | 461 | $ | 20,000 | $ | 20,461 | |||||||
| 8. | Stockholders’ Equity |
Common Stock Warrants
A prior credit facility was accompanied by a detachable warrantwarrants to purchase 1,731 shares of our common stock (the “Comvest Warrant”), including detachable warrants to purchase 131 shares of our common stock received by the Insider Participants.five of our current directors or stockholders (the “Insider Participants”). The warrantComvest Warrant is immediately exercisable at an exercise price of $2.30 per share and expires April 30, 2020. The terms of the warrants issued to the Insider Participants are identical to the terms of the warrant described above. Mr. Prim, Mr. McQuilkin and Mr. Kilgore were issued warrants to purchase 29, 57 and 6 shares of our common stock, respectively. The initial fair value of the warrants as determined using the Black-Scholes pricing model was $1,108 that resulted in an original issue discount on the Term Loan that will be amortized into interest expense through the maturity of the Term Loan. For the non-Insider Participants, the exercise price of their portion of the Comvest Warrant was adjusted to $1.20 as part of the amendment on November 6, 2012. Due to the price adjustment, $305 was added to the original issue discount on the Term Loan, representing the change in the estimated fair value immediately before and after the modification, and will be amortized into interest expense through the remaining maturity of the Term Loan. The revised warrant exercise price was set at 150% of the 30 day trailing average stock price. No changes were made to the warrants we issued to the five directors and stockholders of Primo.
| 2013 | $ | 16 | ||
| 2014 | 16 | |||
| 2015 | 7,088 | |||
| 2016 | 15,361 | |||
| 2017 | – | |||
| $ | 22,481 | |||
| Less: amounts representing interest | (1,215 | ) | ||
| $ | 21,266 |
As part of the DS Services Agreement, on January 1, 2014, we granted DS Services a warrant to purchase 475 shares of our common stock (the “DS Services Warrant”). The initialDS Services Warrant is immediately exercisable at an exercise price of $3.04 per share and expires January 1, 2021. The warrant’s fair value of the warrants as$589 was determined using the Black-Scholes pricing model of $1,108and was recorded as an increase to original issue discount on the Term Loan and to Common stock warrants.
A summary of common stock warrant activity for the yearyears ended December 31, 20122015 and 2014 is presented below:
| Warrants | Weighted Average Exercise Price | Weighted Average Remaining Life (Years) | ||||||||||
| Warrants outstanding, December 31, 2011 | 871 | $ | 12.23 | |||||||||
| Granted | 1,731 | $ | 1.28 | |||||||||
| Warrants outstanding, December 31, 2012 | 2,602 | $ | 4.95 | 6.34 | ||||||||
| Warrants | Weighted Average Exercise Price | Weighted Average Remaining Life (Years) | ||||||||||
| Warrants outstanding, December 31, 2013 | 2,602 | $ | 4.95 | 5.34 | ||||||||
| Grant of DS Services Warrant | 475 | $ | 3.04 | |||||||||
| Partial exercises of Comvest Warrant | (400 | ) | $ | 1.20 | ||||||||
| Warrants outstanding, December 31, 2014 | 2,677 | $ | 5.14 | 4.50 | ||||||||
| Partial exercises of Comvest Warrant | (1,200 | ) | $ | 1.20 | ||||||||
| Warrants outstanding, December 31, 2015 | 1,477 | $ | 8.36 | 2.81 | ||||||||
| Stock-Based Compensation |
Overview
| Years Ended December 31, | ||||||||||
| 2015 | 2014 | 2013 | ||||||||
| Stock options | $ | 541 | $ | 420 | $ | 448 | ||||
| Restricted stock | 693 | 997 | 586 | |||||||
| Value Creation Plan | 1,310 | 2,566 | – | |||||||
| Employee Stock Purchase Plan | 57 | 40 | – | |||||||
| $ | 2,601 | $ | 4,023 | $ | 1,034 | |||||
Stock Options under the Plans
Stock Options
options are granted with an exercise price equal to 100% of the fair market value per share of the common stock on the date of grant. For purposes of determining compensation expense for stock option awards, the fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. The key assumptions used in the Black-Scholes model for options granted during 2012 and 2011 were as follows:
| 2012 | 2011 | 2015 | 2014 | 2013 | |||||||
| Expected life of options in years | 5.5 - 6.3 | 5.5 - 6.3 | 6.0 - 6.3 | 6.0 - 6.3 | 6.3 | ||||||
| Risk-free interest rate | 0.8% - 1.0% | 1.2% - 2.5% | 1.7% - 1.8% | 1.8% - 2.0% | 1.1% - 2.0% | ||||||
| Expected volatility | 46.0% - 48.0% | 46.0% - 48.0% | 43.0% - 45.0% | 45.0% - 47.0% | 47.0% | ||||||
| Dividend yield | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
The risk free interest rate is based on the U.S. Treasury rate for the expected life at the time of grant. As a result of our limited trading history beginning on November 5, 2010, ourOur expected volatility is based on the average long-term historical volatilities of peer companies. We intend to continue to consistently use the same group of publicly traded peer companies to determine expected volatility in the future until sufficient information regarding volatility of our share price becomes available or the selected companies are no longer suitable for this purpose. Also, due to our limited trading history, we are using the “simplified method” to calculate expected holding periods, which represents the period of time that options granted are expected to be outstanding. We will continue to use this method until we have sufficient historical exercise experience to give us confidence that our calculations based on such experience will be reliable. The dividend yield assumption is based on our current intent not to issue dividends.
A summary of stock option activity for the year ended December 31, 2012,2015, is presented as follows:
| Options | Weighted Average Exercise Price | Weighted Average Remaining Life (Years) | Aggregate Intrinsic Value | |||||||||||||
| Options outstanding, December 31, 2011 | 537 | $ | 10.76 | |||||||||||||
| Granted | 1,055 | $ | 1.17 | |||||||||||||
| Forfeited | (242 | ) | $ | 6.91 | ||||||||||||
| Options outstanding, December 31, 2012 | 1,350 | $ | 3.93 | 8.7 | $ | 79 | ||||||||||
| Options vested and expected to vest, December 31, 2012 | 1,213 | $ | 4.15 | 8.6 | $ | 69 | ||||||||||
| Options exercisable, December 31, 2012 | 251 | $ | 12.21 | 5.0 | $ | 1 | ||||||||||
| Options | Weighted Average Exercise Price | Weighted Average Remaining Life (Years) | Aggregate Intrinsic Value | |||||||||||||
| Options outstanding, December 31, 2014 | 1,594 | $ | 3.61 | |||||||||||||
| Granted | 443 | $ | 5.47 | |||||||||||||
| Exercised | (61 | ) | $ | 1.86 | ||||||||||||
| Forfeited | (18 | ) | $ | 7.71 | ||||||||||||
| Options outstanding, December 31, 2015 | 1,958 | $ | 4.05 | 7.3 | $ | 8,911 | ||||||||||
| Options vested and expected to vest, December 31, 2015 | 1,860 | $ | 4.03 | 7.2 | $ | 8,563 | ||||||||||
| Options exercisable, December 31, 2015 | 1,168 | $ | 3.77 | 6.3 | $ | 6,104 | ||||||||||
The weighted-average fair value per share of the options granted during 20122015, 2014 and 20112013 was $0.52$2.46, $1.66 and $4.26,$1.02, respectively. The total intrinsic value of the options exercised during 20122015, 2014 and 20112013 was $0$241, $209 and $86,$44, respectively.
As of December 31, 2012,2015, there was $671$1,042 of unrecognized compensation expense, net of estimated forfeitures, related to outstanding stock options which is expected to be recognized over a weighted-average period of 2.52.6 years. Cash received from option exercises for 20122015, 2014 and 20112013 was $0$113, $110 and $313,$66, respectively.
Restricted Stock under the Plans
A summary of restricted stock activity for the year ended December 31, 20122015 is presented below:
| Number of Shares | Weighted Average Price Per Share | |||||||
| Unvested at December 31, 2011 | 151 | $ | 12.58 | |||||
| Granted | 123 | $ | 1.35 | |||||
| Vested | (76 | ) | $ | 2.23 | ||||
| Forfeited | (25 | ) | $ | 5.98 | ||||
| Unvested at December 31, 2012 | 173 | $ | 5.49 | |||||
Number of Shares | Weighted Average Grant Date Price Per Share | |||||||
| Unvested at December 31, 2014 | 37 | $ | 2.29 | |||||
| Granted | 90 | $ | 5.19 | |||||
| Vested | (112 | ) | $ | 4.47 | ||||
| Unvested at December 31, 2015 | 15 | $ | 3.35 | |||||
The fair value of restricted stock awards is estimated based on the closing price of our stock on the date of grant, and, for the purposes of expense recognition, the total new number of shares expected to vest is adjusted for estimated forfeitures. As of December 31, 2012,2015, there was $410$32 of unrecognized compensation expense, net of estimated forfeitures, related to non-vested restricted stock which is expected to be recognized over a weighted-average period of 1.52.3 years.
Employee Stock Purchase Plan
Value Creation Plan
On May 7, 2012, we established a Value Creation Planthe VCP, which was subsequently amended. The VCP provides the opportunity for awards comprised of cash and/or equity grants for our officers ateligible employees as determined by the levelCompensation Committee, based on the attainment of vice president or higher. Award issuancecertain performance-based targets. The Company’s intention is that all awards under the Plan wouldVCP will be in the form of equity grants. The VCP provides for the issuance of up to three separate awards to eligible employees based on our achievingattainment of financial targets of $20.0 millionat least $15,000, $24,000 and $28,000 in Adjusted EBITDA for any fiscal 2013 and/year between 2014 and 2019. Once the Company attains the $15,000 Adjusted EBITDA target level for a given fiscal year, the Adjusted EBITDA target level would increase to $24,000 for subsequent fiscal years; and once Primo attains the $24,000 Adjusted EBITDA target level for a given fiscal year, the Adjusted EBITDA target level would increase to $28,000 for subsequent fiscal years.
The award pool for the first issuance would be equal to 15.0% of the market capital appreciation of our stock from May 11, 2012 to the date that is two trading days after public announcement of financial results for the fiscal year in which the $15,000 target is attained. The award pool for the second issuance would be equal to 17.5% of the market capital appreciation of our stock from the date of the first issuance to the date that is two days after public announcement of the financial results for the fiscal year in which the $24,000 target is attained. The award pool for the third issuance would be equal to 20.0% of the market capital appreciation of our stock from the date of the second issuance to the date that is two days after public announcement of the financial results for the fiscal year in which the $28,000 target is attained.
Awards under the VCP are dependent on the Company being in compliance (including via a waiver) with all covenants under any outstanding loan agreements. A participant in the VCP who leaves voluntarily, is dismissed for cause, or $25 millionis terminated by the Company prior to issuance of an award will forfeit all rights to their current-year award and future awards. Any portion of an award attributable to a terminated participant may be reallocated to other eligible employees under the VCP, such that the total award pool would be unchanged.
As equity-classified awards, we determine the total compensation expense for fiscal 2014. No awards under the VCP on their grant date based on the fair value method using the Black-Scholes option pricing model. The key assumptions used in the Black-Scholes model for the VCP were as follows:
$15,000 Adjusted EBITDA Target Award | |||
| Total fair value | $4,130 | ||
| Assumptions: | |||
| May 11, 2012 closing stock price | $1.39 | ||
| Fair value measurement dates stock prices | $1.76 - $3.96 | ||
| Expected life of awards in years | 1.4 - 2.8 | ||
| Risk-free interest rate | 0.3% - 0.6% | ||
| Expected volatility | 41.3% - 46.1% | ||
| Dividend yield | 0.0% |
Assumptions related to risk-free interest rate, expected volatility and dividend yield with respect to the VCP are developed using an approach consistent with that described above for stock options issued under the PlanPlans. The expected life of awards under the VCP is determined based on the period of time between their grant date and the expected date of the first issuance. For awards without an established grant date, the expected life is based on the period of time between the reporting date and the expected date of the first issuance under the VCP.
As the VCP consists of awards with performance-based targets, we begin recognizing compensation expense only when it becomes probable that the performance-based target will be attained. During the fourth quarter of the year ended December 31, 2014, we concluded that it is probable that the $15,000 Adjusted EBITDA target would be attained in the 2015 fiscal year. As such, we recorded non-cash expense of $2,566 for the year ended December 31, 2014. The expense recorded for 2014 represented the cumulative catch-up of expense based on the portion of the requisite service period that has already past; that is, the period between the earlier of (1) the grant date of the awards, or (2) the service inception date of the awards and December 31, 2014.
During 2015, we recorded non-cash expense of $1,310 associated with the $15,000 Adjusted EBITDA target. As of December 31, 2015, there was $254 of unrecognized compensation expense related to the VCP which is expected to be recognized in the first quarter of 2016, when the issuance of awards related to the $15,000 Adjusted EBITDA target which was attained during 2012.2015 is currently expected to occur.
As of December 31, 2015, neither a grant date nor a service inception date has been attained with respect to the $24,000 Adjusted EBITDA target and, as such, no expense has been recorded to-date for that target. Once a grant date occurs with respect to the $24,000 Adjusted EBITDA target during the first quarter of 2016, we will perform an on-going analysis to determine probability of achievement of the $24,000 Adjusted EBITDA target. If attainment becomes probable prior to the expiration of the plan, we will then begin to recognize expense related to that target.
| Commitments and Contingencies |
Operating Leases
We lease office space, warehouse space and vehicles under various lease arrangements. Total rental expense from continuing operations was $1,456$1,318, $1,239 and $2,126$1,209 for 20122015, 2014 and 2011,2013, respectively. At December 31, 2012,2015, future minimum rental commitments under non-cancelable operating leases arewere as follows:
| 2013 | $ | 396 | ||
| 2014 | 229 | |||
| 2015 | 104 | |||
| 2016 | 15 | |||
| 2017 | – | |||
| Thereafter | – | |||
| Total | $ | 744 |
| 2016 | $ | 363 | ||
| 2017 | 337 | |||
| 2018 | 19 | |||
| 2019 | 19 | |||
| 2020 | 19 | |||
| Thereafter | 2 | |||
| Total | $ | 759 |
Florida Concentrates Suit
On October 16, 2012, Primo was served with the Summonsa summons and Complaintcomplaint in a suitlawsuit filed in the Florida state courtscourt (the Circuit Court for the Twentieth Judicial District in Collier County, Florida) on September 26, 2012. Plaintiffs in the suitlawsuit are Florida Concentrates International, LLC (a Florida limited liability company), Florida Sparkling DS, LLC (a Florida limited liability company), and Didier Hardy (a Florida resident and apparently the principal of the LLC plaintiffs). Also named as defendants are Susan and Scott Ballantyne (alleged to be Florida residents) and SDS-IC. The suit was filed in the Circuit Court for the Twentieth Judicial District (Collier County, Florida).SDS-IC are also named as defendants. Plaintiffs' allegations includeincluded breach of contract, misappropriation of trade secrets and certain additional claims, and plaintiffs seek monetary damages. This lawsuit was voluntarily dismissed with prejudice on February 24, 2016.