Primo Brands (PRMB) 10-Q17 Dec 242024 Q3 Quarterly reportFinancial data

Company Profile

Cover

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Dec. 13, 2024
Entity Addresses [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-31410
Registrant Name	PRIMO BRANDS CORP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	99-3483984
Entity Address, Address Line One	1150 Assembly Drive
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33607
City Area Code	813
Local Phone Number	544-8515
Title of 12(b) Security	Class A common stock, $0.01 par value per share
Trading Symbol	PRMB
Security Exchange Name	NYSE
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Central Index Key	0002042694
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Class A
Entity Addresses [Line Items]
Entity Common Stock, Shares Outstanding		314,797,024
Common Class B
Entity Addresses [Line Items]
Entity Common Stock, Shares Outstanding		64,512,579
Other Address
Entity Addresses [Line Items]
Entity Address, Address Line One	900 Long Ridge Road
Entity Address, Address Line Two	Building 2
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902

BALANCE SHEET (UNAUDITED)

BALANCE SHEET (UNAUDITED) $ in Thousands	Sep. 30, 2024 USD ($)
ASSETS
Total assets	$ 0
Current Liabilities:
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 and June 10, 2024	0
Additional paid-in capital	0
Accumulated deficit	(2)
Total shareholder’s equity	(2)
Total liabilities and shareholder’s equity	0
Related Party
Current Liabilities:
Related party accruals	$ 2

STATEMENTS OF OPERATIONS (UNAUD

STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended	4 Months Ended
	Sep. 30, 2024	Sep. 30, 2024
Income Statement [Abstract]
Net sales	$ 0	$ 0
Cost of sales	0	0
Gross profit	0	0
Other operating expenses	0	2
Operating loss	0	(2)
Interest and financing expense	0	0
Loss before income taxes	0	(2)
Provision for income taxes	0	0
Net loss	$ 0	$ (2)
Basic loss per share (in dollars per share)	$ 0	$ (20)
Diluted loss per share (in dollars per share)	$ 0	$ (20)
Basic weighted average number of shares outstanding (in shares)	100	100
Diluted weighted average number of shares outstanding (in shares)	100	100

STATEMENT OF CASH FLOWS (UNAUDI

STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended	4 Months Ended
	Sep. 30, 2024	Sep. 30, 2024
Cash flows from operating activities:
Net loss	$ 0	$ (2)
Changes in operating assets and liabilities:
Net cash provided by operating activities		0
Cash flows from investing activities:
Net cash provided by investing activities		0
Cash flows from financing activities:
Net cash provided by financing activities		0
Net change in cash, cash equivalents, and restricted cash		0
Cash, cash equivalents, and restricted cash at beginning of period		0
Cash, cash equivalents, and restricted cash at end of period	$ 0	0
Related Party
Changes in operating assets and liabilities:
Related party accruals		$ 2

BALANCE SHEET (UNAUDITED) (Pare

BALANCE SHEET (UNAUDITED) (Parenthetical)	Sep. 30, 2024 $ / shares shares
Statement of Financial Position [Abstract]
Common stock, par or stated value per share (in dollars per share) \| $ / shares	$ 0.01
Common stock, shares authorized (in shares)	1,000
Common stock, shares, issued (in shares)	100
Common stock, shares, outstanding (in shares)	100

DESCRIPTION OF THE BUSINESS

DESCRIPTION OF THE BUSINESS	9 Months Ended
DESCRIPTION OF THE BUSINESS	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF THE BUSINESS	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 subject to vesting or similar conditions). Following the Merger, Primo Brands, through its subsidiaries, produces and sells national and regional spring water brands, purified national water and flavored water brands which are sold direct to wholesalers, grocery stores or other retailers and direct-to-consumer, office and retailer beverage delivery services. The Company is also a distributor for select third-party beverage brands. Since the Merger was completed after the end of the third quarter ended September 30, 2024, this Form 10-Q reflects the results of Primo Brands on a stand-alone basis for periods prior to the Merger.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These interim financial statements and related notes (collectively referred to herein as the “Financial Statements”), represent the accounts of the Company. To date, the Company has not conducted any material activities other than those incidental to its formation and the matters contemplated by the Arrangement Agreement. The singular transaction to take place occurred on June 10, 2024 and was funded by a related party. As such, there was no activity to report during the three months ended September 30, 2024, and the Company has a $2 thousand obligation to a related party. Net loss is equal to comprehensive loss. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting, using the U.S. dollar as the reporting currency. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses during the reporting period and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIESThe Company may be subject to legal proceedings that arise in the ordinary course of business.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Mergers and Closing On November 8, 2024, the Merger contemplated by the Arrangement Agreement was completed. See Note 1 — Description of the Business for further details. The Merger is being accounted for as a business combination in accordance with U.S. GAAP, with BlueTriton as accounting acquirer. The fair value of the consideration, or the purchase price, is approximately $3,949.5 million. The estimated fair value of the 160,395,822 shares of Class A common stock of Primo Brands issued to former Primo Water stockholders, including replacement share-based compensation awards, was $24.21 per share, based on the quoted market price of Primo Water common shares as of close of trading on November 8, 2024. Primo Brands has allocated the purchase price to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with any excess purchase price allocated to goodwill. The purchase price allocation below has been developed based on preliminary estimates of fair value using the historical carrying values of Primo Water as of November 8, 2024, other than a preliminary estimate for intangible assets. The allocation of the purchase price is subject to final management analysis, with the assistance of third-party valuation advisers. The actual amounts recorded when the final allocations are complete may differ materially from the amounts presented below ($ in millions): November 8, 2024 Cash, cash equivalents and restricted cash $ 535.8 Trade receivables 185.8 Inventories 48.6 Prepaid expenses and other current assets 18.2 Property, plant and equipment 518.0 Operating lease right-of-use assets 143.1 Intangible assets 1,657.1 Other non-current assets 17.0 Assets of discontinued operations 216.1 Trade payables (91.5) Accruals and other current liabilities (202.6) Long-term debt (1,283.7) Operating lease obligations (155.6) Deferred income taxes (380.7) Other non-current liabilities (79.4) Liabilities of discontinued operations (125.4) Total identifiable net assets acquired $ 1,020.8 Goodwill 2,928.7 Fair value allocated to net assets acquired $ 3,949.5 Unaudited Pro Forma Results The pro forma information reflects the “acquisition” method of accounting in accordance with the Financial Accounting Standards Board issued Accounting Standards Codification 805, Business Combinations . As previously noted, BlueTriton, which was merged into Primo Brands upon completion of the Merger, has been determined to be the acquirer in the Merger for accounting purposes. BlueTriton is considered the predecessor and its historical financial results will be reflected in the historical financial information of Primo Brands. The unaudited pro forma combined financial information reflects the historical information of BlueTriton and Primo Water based on available data and upon assumptions that management believes are reasonable to reflect, on a pro forma basis, the impact of the transaction on the historical financial statements. Net income from discontinued operations in the historical financial statements of Primo Water has not been included in the unaudited pro forma financial information below. These amounts are preliminary and may be subject to refinement as additional information becomes available. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the Merger been consummated as of the dates indicated, nor is it indicative of any future results. In addition, the unaudited pro forma financial information does not reflect the expected realization of any synergies or cost savings associated with the Merger. The following unaudited pro forma financial information is presented to illustrate the estimated effects of the Merger as if the business combination had occurred on January 1, 2023, the beginning of the comparable period, and includes primarily the impacts of the following: the alignment of Primo Water accounting policies to those of BlueTriton, non-recurring expenses related to transaction costs incurred by BlueTriton, the estimated amortization expense associated with the fair value of the acquired intangible assets and the tax impact of these adjustments. ($ in millions) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net sales $ 1,816.5 $ 1,722.6 $ 5,203.7 $ 4,945.8 Net income (loss) $ 91.6 $ 83.5 $ 216.2 $ (2.1) Dividends Declared On November 8, 2024, the Board of Directors of Primo Brands declared a quarterly dividend of $0.09 per share on the outstanding Class A common stock and Class B common stock of the Company. The dividend was payable to stockholders of record as of the close of business on November 22, 2024, and was paid on December 5, 2024.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended	4 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2024
Pay vs Performance Disclosure
Net loss	$ 0	$ (2)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These interim financial statements and related notes (collectively referred to herein as the “Financial Statements”), represent the accounts of the Company. To date, the Company has not conducted any material activities other than those incidental to its formation and the matters contemplated by the Arrangement Agreement. The singular transaction to take place occurred on June 10, 2024 and was funded by a related party. As such, there was no activity to report during the three months ended September 30, 2024, and the Company has a $2 thousand obligation to a related party. Net loss is equal to comprehensive loss. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting, using the U.S. dollar as the reporting currency. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses during the reporting period and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

SUBSEQUENT EVENTS (Tables)

SUBSEQUENT EVENTS (Tables)	9 Months Ended
SUBSEQUENT EVENTS (Tables)	Sep. 30, 2024
Subsequent Events [Abstract]
Schedule of Purchase Price Allocation	The actual amounts recorded when the final allocations are complete may differ materially from the amounts presented below ($ in millions): November 8, 2024 Cash, cash equivalents and restricted cash $ 535.8 Trade receivables 185.8 Inventories 48.6 Prepaid expenses and other current assets 18.2 Property, plant and equipment 518.0 Operating lease right-of-use assets 143.1 Intangible assets 1,657.1 Other non-current assets 17.0 Assets of discontinued operations 216.1 Trade payables (91.5) Accruals and other current liabilities (202.6) Long-term debt (1,283.7) Operating lease obligations (155.6) Deferred income taxes (380.7) Other non-current liabilities (79.4) Liabilities of discontinued operations (125.4) Total identifiable net assets acquired $ 1,020.8 Goodwill 2,928.7 Fair value allocated to net assets acquired $ 3,949.5
Schedule of Pro Forma Financial Information	The following unaudited pro forma financial information is presented to illustrate the estimated effects of the Merger as if the business combination had occurred on January 1, 2023, the beginning of the comparable period, and includes primarily the impacts of the following: the alignment of Primo Water accounting policies to those of BlueTriton, non-recurring expenses related to transaction costs incurred by BlueTriton, the estimated amortization expense associated with the fair value of the acquired intangible assets and the tax impact of these adjustments. ($ in millions) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net sales $ 1,816.5 $ 1,722.6 $ 5,203.7 $ 4,945.8 Net income (loss) $ 91.6 $ 83.5 $ 216.2 $ (2.1)

DESCRIPTION OF THE BUSINESS (De

DESCRIPTION OF THE BUSINESS (Details) - $ / shares	Nov. 08, 2024	Sep. 30, 2024
Product Information [Line Items]
Common stock, par or stated value per share (in dollars per share)		$ 0.01
Subsequent Event \| Common Class A
Product Information [Line Items]
Common stock, par or stated value per share (in dollars per share)	$ 0.01
Subsequent Event \| Common Class B
Product Information [Line Items]
Common stock, par or stated value per share (in dollars per share)	$ 0.01
Subsequent Event \| Primo Brands \| Former Primo Water Stockholders
Product Information [Line Items]
Ownership percentage	43%
Subsequent Event \| Primo Brands \| Former BlueTriton Stockholder
Product Information [Line Items]
Ownership percentage	57%

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Related Party
Related Party Transaction [Line Items]
Related party accruals	$ 2

SUBSEQUENT EVENTS - Narrative (

SUBSEQUENT EVENTS - Narrative (Details) - Subsequent Event $ / shares in Units, $ in Millions	Nov. 08, 2024 USD ($) $ / shares shares
Subsequent Event [Line Items]
Common stock, dividends, per share, declared (in dollars per share)	$ 0.09
Primo Brands
Subsequent Event [Line Items]
Business combination, consideration transferred \| $	$ 3,949.5
Business acquisition, equity interest issued, number of shares (in shares) \| shares	160,395,822
Business acquisition, share price (in dollars per share)	$ 24.21

SUBSEQUENT EVENTS - Schedule of

SUBSEQUENT EVENTS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - Subsequent Event - Primo Brands $ in Millions	Nov. 08, 2024 USD ($)
Subsequent Event [Line Items]
Cash, cash equivalents and restricted cash	$ 535.8
Trade receivables	185.8
Inventories	48.6
Prepaid expenses and other current assets	18.2
Property, plant and equipment	518
Operating lease right-of-use assets	143.1
Intangible assets	1,657.1
Other non-current assets	17
Assets of discontinued operations	216.1
Trade payables	(91.5)
Accruals and other current liabilities	(202.6)
Long-term debt	(1,283.7)
Operating lease obligations	(155.6)
Deferred income taxes	(380.7)
Other non-current liabilities	(79.4)
Liabilities of discontinued operations	(125.4)
Total identifiable net assets acquired	1,020.8
Goodwill	2,928.7
Fair value allocated to net assets acquired	$ 3,949.5

SUBSEQUENT EVENTS - Business Ac

SUBSEQUENT EVENTS - Business Acquisition, Pro Forma Information (Details) - Primo Brands - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Subsequent Event [Line Items]
Net sales	$ 1,816.5	$ 1,722.6	$ 5,203.7	$ 4,945.8
Net income (loss)	$ 91.6	$ 83.5	$ 216.2	$ (2.1)