Primo Brands Files Q3 2024 10-Q

TL;DR

Primo Brands Q3 10-Q is in. Stock events noted post-period.

AI Summary

Primo Brands Corp. filed its 10-Q for the period ending September 30, 2024. The company reported financial results for the third quarter and the first nine months of the year. Key events include a subsequent event on November 8, 2024, related to the company's stock structure and former stockholders.

Why It Matters

This filing provides investors with the latest financial performance and operational updates for Primo Brands, including significant post-period events that could impact future performance.

Risk Assessment

Risk Level: medium — The filing details a subsequent event involving stock structure changes and former stockholders, which could indicate potential complexities or ongoing integration processes.

Key Numbers

• 2024-09-30 — Reporting Period End Date (Indicates the end of the financial reporting period covered by the 10-Q.)
• 2024-11-08 — Subsequent Event Date (Marks the date of significant events occurring after the reporting period.)

Key Players & Entities

• Primo Brands Corp. (company) — Filer of the 10-Q
• 2024-09-30 (date) — End of the reporting period
• 2024-11-08 (date) — Date of subsequent events
• FormerPrimoWaterStockholdersMember (company) — Related party in subsequent event
• FormerBlueTritonStockholderMember (company) — Related party in subsequent event

FAQ

Key Financial Figures

• $0.01 — hich registered Class A common stock, $0.01 par value per share PRMB New York Stoc

Filing Documents

• prmb-20240930.htm (10-Q) — 2215KB
• exhibit101severanceandnon-.htm (EX-10.1) — 133KB
• exhibit102primobrandscorpo.htm (EX-10.2) — 80KB
• exhibit103primobrandscorpo.htm (EX-10.3) — 70KB
• exhibit104primobrandscorpo.htm (EX-10.4) — 71KB
• exhibit105primobrandscorpo.htm (EX-10.5) — 73KB
• exhibit106primobrandscorpo.htm (EX-10.6) — 70KB
• exhibit107rsuawardagreement.htm (EX-10.7) — 35KB
• exhibit108psuawardagreement.htm (EX-10.8) — 51KB
• exhibit311ceocertification.htm (EX-31.1) — 9KB
• exhibit312cfocertification.htm (EX-31.2) — 9KB
• exhibit321ceocertification.htm (EX-32.1) — 4KB
• exhibit322cfocertification.htm (EX-32.2) — 4KB
• 0002042694-24-000005.txt ( ) — 4693KB
• prmb-20240930.xsd (EX-101.SCH) — 12KB
• prmb-20240930_cal.xml (EX-101.CAL) — 30KB
• prmb-20240930_def.xml (EX-101.DEF) — 86KB
• prmb-20240930_lab.xml (EX-101.LAB) — 251KB
• prmb-20240930_pre.xml (EX-101.PRE) — 160KB
• prmb-20240930_htm.xml (XML) — 105KB

Forward-Looking Statements

Forward-Looking Statements This Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts contained in this Form 10-Q may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "forecasts," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions. Forward-looking statements contained in this Form 10-Q include, but are not limited to, statements regarding our expectations and objectives for future operations, capital resources and liquidity following the Transaction. The forward-looking statements in this Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed in Part II, Item 1A "Risk Factors" as well as in any subsequent filings. The forward-looking statements in this Form 10-Q are based upon information available to us as of the date of this Form 10-Q, and while we believe such information is a reasonable basis for such statements,

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION Item 1. Unaudited Financial Statements Balance Sheet 3 4 5 Notes to Unaudited Financial Statements 6 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 12 Item 4.

Controls and Procedures

Controls and Procedures 12

- OTHER INFORMATION

PART II - OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 13 Item 1A.

Risk Factors

Risk Factors 13 Item 5. Other Information 37 Item 6. Exhibits 40

Signatures

Signatures 41 Appendix I Triton Water Parent Inc. Financial Statements Appendix II Primo Water Corporation Financial Statements PRIMO BRANDS CORPORATION BALANCE SHEET (UNAUDITED) ($ in thousands, except share and per share amounts) September 30, 2024 ASSETS Total assets $ — LIABILITIES AND SHAREHOLDER'S EQUITY Current Liabilities: Related party accruals 2 Total current liabilities 2 Commitments and contingencies Shareholder's Equity: Common stock, $ 0.01 par value, 1,000 shares authorized, 100 issued and outstanding at September 30, 2024 — Additional paid-in capital — Accumulated deficit ( 2 ) Total shareholder's equity $ ( 2 ) Total liabilities and shareholder's equity $ — The accompanying notes are an integral part of these unaudited financial statements 3 PRIMO BRANDS CORPORATION (UNAUDITED) ($ in thousands, except share and per share values) Three Months Ended September 30, 2024 Period from June 10, 2024 through September 30, 2024 Net sales $ — $ — Cost of sales — — Gross profit — — Other operating expenses — 2 Operating loss — ( 2 ) Interest and financing expense — — Loss before income taxes — ( 2 ) Provision for income taxes — — Net loss $ — $ ( 2 ) Basic and diluted loss per share $ — $ ( 20.00 ) Basic and diluted weighted average number of shares outstanding 100 100 The accompanying notes are an integral part of these unaudited financial statements 4 PRIMO BRANDS CORPORATION (UNAUDITED) ($ in thousands) Period from June 10, 2024 through September 30, 2024 Cash flows from operating activities: Net loss $ ( 2 ) Adjustments to reconcile net loss to net cash provided by operating activities: Changes in operating assets and liabilities: Related party accruals 2 Net cash provided by operating activities $ — Cash flows from investing activities: Net cash provided by investing activities $ — Cash flows from financing a

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) NOTE 1— DESCRIPTION OF THE BUSINESS On June 10, 2024, Primo Brands Corporation (formerly known as Triton US HoldCo, Inc.), a Delaware corporation ("Primo Brands", or the "Company") was formed in contemplation of transactions detailed by the Arrangement Agreement and Plan of Merger, dated as of June 16, 2024, as later amended by Amendment No. 1 thereto, dated as of October 1, 2024 (as amended, the "Arrangement Agreement"). Through a series of transactions Triton Water Parent, Inc. ("BlueTriton") and Primo Water Corporation ("Primo Water") merged, becoming wholly owned subsidiaries of the Company (the actions which are collectively referred to hereafter as the "Merger"). As of September 30, 2024, Primo Brands had not commenced operations, had no significant assets or liabilities and had not conducted any material activities, other than those incidental to its formation and those undertaken in connection with the transactions pursuant to the Arrangement Agreement. On November 8, 2024, Primo Brands consummated the transactions contemplated by the Arrangement Agreement. Immediately following the completion of the Merger, former Primo Water stockholders and the former BlueTriton stockholder owned approximately 43 % and 57 % of Fully Diluted Shares (as defined below), respectively. As used herein, "Fully Diluted Shares" refers to the sum of (i) the aggregate number of shares of Class A common stock, par value $ 0.01 per share, of the Company (the "Class A common stock") and Class B common stock, par value $ 0.01 per share, of the Company (the "Class B common stock"), issued and outstanding, plus (ii) the aggregate maximum number of Class A common stock issuable in respect of any equity interests of the Company, including with respect to replacement share-based compensation awards to associates of Primo Water, in each case, that were outstanding or deemed outstanding (and assuming the vesting in full of any of the foregoing s

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On November 8, 2024, Primo Brands Corporation ("Primo Brands", or the "Company", "we", "us" and "our"), Primo Water Corporation ("Primo Water"), Triton Water Parent, Inc. ("BlueTriton") and the other parties thereto completed the strategic Transaction (as defined in the Explanatory Note). Upon completion of the Transaction, Primo Water became a wholly owned subsidiary of Primo Brands. Following the Transaction, we are a leading North American branded beverage company with a focus on healthy hydration, delivering sustainably and domestically sourced diversified offerings across products, formats, channels, price points, and consumer occasions, distributed in every state and Canada. We have an extensive portfolio of highly recognizable, sustainably sourced and conveniently packaged branded beverages distributed across more than 150,000 retail outlets, including established billion-dollar brands, Poland Spring and Pure Life, premium brands like Saratoga and Mountain Valley, regional leaders such as Arrowhead, Deer Park, Ice Mountain, Ozarka, and Zephyrhills, purified brands including Primo Water and Sparkletts, and flavored and enhanced brands like Splash and AC+ION. These brands are sold directly across retail channels, including mass food, convenience, natural, drug, wholesale, distributors, and home improvement, as well as food service accounts in North America. We also have extensive direct-to-consumer offerings with our industry-leading line-up of innovative water dispensers, which create consumer connectivity through recurring water purchases across our Water Direct, Water Exchange, and Water Refill businesses. Through our Water Direct business, we deliver sustainable hydration solutions direct to home and business consumers. Through our Water Exchange business, consumers can visit approximately 26,500 retail locations and purchase a pre-filled, multi-use bottle of wat

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