Primo Brands Corporation (PRMB) Q4 2024 Earnings Report, Transcript and Summary

Good morning. My name is Marissa, and I will be your conference operator for today. At this time, I would like to welcome everyone to the Primo Brands Corporation Fourth Quarter 2024 Earnings Call. All lines have been placed on mute to prevent any background noise. After the speaker remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. I'll now turn the call over to Jon Kathol, Vice President, Investor Relations.

Welcome to Primo Brands Corporation's fourth quarter 2024 earnings conference call. All participants are currently in listen-only mode. The call is being webcast live on Primo Brands' website at ir.primobrands.com and will be available there for playback. This conference call contains forward-looking statements regarding the company's future financial results and operational trends, estimated synergies, impacts from economic factors, our recent refinancing efforts and other matters. These statements should be considered in connection with cautionary statements and disclaimers contained in the safe harbor statements in this morning's earnings press release and the company's quarterly report on Form 10-Q and other filings with the SEC. The company's actual performance could differ materially from these statements and the company undertakes no duty to update these forward-looking statements, except as expressly required by applicable law. Reconciliation of any non-GAAP financial measures discussed during the call with the most comparable measures in accordance with GAAP when the data is capable of being estimated is included in the company's fourth quarter earnings announcement released earlier this morning or on the Investor Relations section of the company's website at ir.primobrands.com. In addition to slides accompanying today's webcast to assist you throughout our discussion, we have included a copy of the presentation in a supplemental earnings deck on our website. I'm accompanied by Robbert Rietbroek, Primo Brands' Chief Executive Officer, and David Hass, Chief Financial Officer. To start their prepared remarks, Robbert and David will discuss the Q4 and full year performance of Primo Brands as well as outlook for the full year 2025. With that, I will now turn the call over to Robbert.

Thank you, Jon, and good morning, everyone. Before I begin, I want to take a moment to extend my sympathies to those impacted by the recent wildfires in California and the loss of life and property. First and foremost, our thoughts are with those still displaced, and we hope for a speedy recovery for those affected. Once again, the efforts of our associates to deliver high-quality drinking water to people in these hard-hit areas was admirable, and I want to personally thank them. We are working with local relief organizations to supply water and have so far been able to provide hundreds of thousands of bottles of water to those across the affected area. Our beverage solutions directly and through retail locations serve a critical need during natural disasters like these wildfires, as well as floods and hurricanes. The resilience of the communities and associates in these affected communities is remarkable, and we are proud to support them. Although we have production, distribution, and customers in the Greater LA area, our activities were largely unaffected, and any financial impact was not significant. Before I cover our fourth quarter results, I would first like to quickly reflect on the past year. Just a year ago, Primo Water was updating investors on the sale of a significant portion of our international businesses. This was a catalyst to drive improved free cash flow and enhance the margin profile of the business. It also helped set the stage to renew the focus on the North American market, where we identified a significant runway for growth. At the same time, BlueTriton Brands had completed its third year of strong performance after the turnaround of the former Nestle Waters business, led by One Rock Capital and Metropoulos & Company. Their investments in improving BlueTriton's assets, talent, and distribution systems continue to drive strong financial results. Then, in June, the legacy organizations entered an agreement to combine the two companies. Both legacy companies entered the transaction from a position of strength, and their respective Boards recognized the substantial growth and synergy opportunities with a vision to combine these two great companies. We are excited to have completed the transaction on November 8th and moved quickly to start integrating these two great companies. A tremendous thank you to all parties involved during this evolving journey, including our customers, associates, directors, advisors, and stockholders. Now let me take you through the details of Primo Brands fourth quarter. The GAAP results of our inaugural reporting period are complex because Q4 and full year 2024 results include the legacy BlueTriton business for the entire reporting period, as well as the legacy Primo Water results only from the closing date, November 8 through December 31. All prior year GAAP comparisons are made against the standalone legacy financial results of BlueTriton. To assist with comparable go-forward results, in addition to this GAAP requirement, we have included combined results in our supplemental earnings deck. This helps demonstrate the standalone results of both legacy companies as well as the combined results for the full period, and compare them to the prior year on an apples-to-apples basis. I will touch briefly on the high-level financial results on a comparable combined basis, and I will let David walk you through the more granular financial details of the quarter and full year and his remarks later. A review of the combined results will demonstrate that both companies finished the year with exceptional strength. The fourth quarter was marked by robust, balanced growth across the portfolio and highlighted the resilience of our team and our focus on customer service during the beginning of our integration process. For the full year 2024, combined net sales were $6.81 billion, an increase of 5.4% consisting of volume growth of 3.4% and pricing or mix of 2%. Combined net sales gains were driven by organic growth of 5% and inorganic growth of 0.4%, demonstrating the strength across our beverage solutions offerings and the health of our consumer and category. I'm pleased that we continue to grow combined net sales with both volume and price. Combined adjusted EBITDA for the full year 2024 was $1.353 billion, up 19.5% versus the prior year, and increased faster than the rate of combined net sales growth. The resulting combined adjusted EBITDA margin was 19.9%, a 240 basis points growth increase over last year's margin of 17.5%. Our performance is a direct reflection of the multiple tailwinds in our business. Consumer demand remains strong and resilient. Our beverage offerings are well diversified across price points and balanced between various channels like retail, residential, commercial, and away from home. We are seeing positive consumer trends, including healthier lifestyle choices, which align with the health and wellness attributes of our products. We believe the increasing concern of water contaminants in tap water is driving consumers to seek high-quality beverage solutions. Consumers are increasingly aware of the need for a backup supply of emergency drinking water. Our diversified product offering allows us to fulfill the consumer's desire for high-quality water from our product portfolio. We plan to compete in the high-growth areas of the functional, flavored, and premium segments within the branded beverages category, either through innovation or acquisition. We intend to apply best practices from both legacy companies and use machine learning and analytics to optimize our demand forecast, production planning, network and route design, all while enhancing the customer experience. The results are a direct reflection of the efforts of our associates and their commitment to our customers and our must-win priorities. As part of the evolution of our company and the completion of the transaction, we have expanded and built upon our must-win priorities as we enter 2025. Let me take a moment and discuss the specific details of each of our must-win priorities for Primo Brands. The first must-win is brand leadership, to empower our brands to be the number one choice of consumers by setting the standard for quality, innovation, and customer experience in the market. Primo Brands has an iconic portfolio of brands, including two established billion-dollar brands, Pure Life and Poland Spring, and is well positioned to be the leading player in the US bottled water category. We also have leading regional brands such as Arrowhead, Deer Park, Ice Mountain, Ozarka, and Zephyrhills, and other purified brands like Primo Water and Sparkletts. Circana data indicates that Primo Brands was the largest branded player to grow market share in 2024. These results are a testament to the strength of our branded portfolio. This move is reflective of an ongoing consumer trend away from shivery soft drinks towards high quality drinking water. We believe the bifurcation in performance between Primo Brands and others will position Primo Brands as a must-own asset within investors' consumer staples portfolios. The evolution of our premium brands continues to be remarkable. Last month, you may have noticed the beautiful blue bottles of Saratoga Spring and Sparkling water across multiple high-profile events, like the Presidential Inauguration, the Golden Globes, or at meetings of heads of state where attendees were enjoying the superior quality and taste. In addition, last December, Pantone officially introduced the color Saratoga Signature Blue into its palette, memorializing the beautiful iconic blue of the Saratoga bottle into their expertly curated collection. Mountain Valley is also increasing in popularity with celebrities, musicians, influencers, and professional athletes being seen consuming the brand from its iconic green glass bottles and its more recently launched aluminum bottles. Our premium water offerings are in the early stages of expansion as we are preparing for a shift into mass merchandisers. My background in brand building will be particularly useful as we evolve into a modern branded portfolio and with a relentless focus on distribution, household penetration, and channel opportunities. Meanwhile, Pure Life is reaching families nationwide through a partnership with Disney's Mufasa, encouraging parents to keep their kids hydrated. The second must-win is net organic growth, to grow our customer and consumer base in-store, in-home, and through omnichannel with offerings that allow consumers to hydrate whenever, wherever, and however they want. We seek to grow and retain direct delivery, exchange, and refill customers at locations. The strength of our combined organic net sales growth was on full display last year with growth of 5% versus prior year. In addition, four of our six regional spring water brands launched an aluminum bottle offering in 2024 to meet our consumers' preferred formats for every usage occasion. As announced last year, for Mountain Valley, we are still on track to launch a PET six-pack offering with Walmart next quarter, as well as offering aluminum and glass formats in certain geographies. To complement our smaller format offerings, we are also offering a refreshed lineup of five-gallon dispensers and accessories to Walmart shoppers that meets consumer needs through upgrades like programmable, auto fill settings, and a dispensing cavity that easily accommodates larger vessels like cooking pans or Stanley cups. The third must-win is to deliver a superior customer service experience. We aim to delight our customers by delivering a consistent experience at every product, service, and support touchpoint that leaves a lasting positive impact. By measuring our service impacts with metrics like Net Promoter Score, Trustpilot, Google ratings, and app ratings, we have consistent feedback on our performance and can quickly course correct if necessary. We also relaunched our water.com site at the end of last year to create a seamless experience for customers with enhanced user experience design and streamlined navigation features. Our digital presence continues to evolve with integrated and streamlined enhancements on our websites and the Primo Water and ReadyRefresh apps. As of January, our Costco customers that sign up for our direct delivery service now have access to an expanded brand portfolio, gaining the ability to select a spring water five-gallon offering from one of our regional spring water brands, in addition to our previously offered purified five-gallon Primo Water offering. The fourth must-win is operational excellence, where we enhance our ability to consistently deliver value to customers and performance through efficiency improvements, strategic sourcing, and improved returns on invested capital. Our teams have improved our demand forecast tools, methodologies and outcomes, resulting in improved efficiencies and lower costs per unit. We remain focused on optimizing our structure and setting ourselves up for future success, enabling the immediate implementation of product availability across each legacy company's branch network. In January, we began manufacturing five-gallon bottles in-house for our Primo Water and Sparkletts brands, deploying over 50,000 new bottles into the production network, leveraging our vertically integrated supply chain to ensure product supply at a lower cost per unit. The fifth must-win is to be the first choice for stakeholders where we earn our position as a first-choice organization with our associates, communities, retailers, vendors, and investors through a relentless commitment to a quality associate experience, sustainability, community engagement, and stakeholder partnership. We embrace our partnerships with top-tier retailers and other prominent grocery chains throughout North America. These relationships present an opportunity through joint business planning to increase our presence, grow market share, as well as increase household penetration and resulting volume, all creating meaningful connectivity across our portfolio. Sustaining and enriching these partnerships means we can win for the long haul. Simply said, if our retail partners win, we win. Our resilient business model has a differentiated combination of associates, assets, and resources that are capable of delivering results that benefit all our stakeholders, including associates, suppliers, customers, and current and potential stockholders. The safety of our associates and communities is always our priority. We are committed to equipping our associates with the best tools and support to ensure their safety. In support of this, we are currently piloting an advanced blind spot detection and hazard monitoring system in our delivery vehicles. At Primo Brands, we are committed to making healthy hydration more sustainable, responsible, and accessible for everyone, everywhere, through four pillars: actively managing our water resources and helping conserve our over 28,000 acres of land; circular packaging; greenhouse gas reduction; and community support and disaster relief, as evidenced recently during the wildfires in California. We believe all aspects of our business are aligning for flawless integration execution, where we build a foundation for long-term growth by unifying the people, processes, policies, and platforms to maximize timely cost synergy capture, as well as to capture revenue synergies. Together, we will go to market as one of the largest branded beverage companies in North America. Our plan to deliver growth and profitability is clear, with a good balance of volume and pricing. We believe the execution and delivery of these must-wins will enable achievement of our 2025 financial guidance, which includes the capture of $200 million of cost synergy opportunities. Total cost synergy opportunities are now estimated to be $300 million by year-end 2026. This is $100 million higher and one year sooner than previous forecasts provided at the time of the deal announcements. Before I turn the call over to David, I would like to once again thank all of our Primo Brands associates for their support and contribution to the excellent performance of the business. Their dedication reflects the culture we are building that is centered on customer service, a relentless focus on distribution, and a commitment to operational excellence. With that, I will now turn the call over to David.

Thanks, Robbert. Before I cover our results for 2024 and guidance for 2025, let me first thank the amazing teams across Primo Brands that helped us navigate a transformative 2024. From the divestiture of Primo Water's European business to the diligence and successful merger completion of Primo Brands, teams have worked tirelessly to enhance returns for stockholders and serve our customers. Today's results represent the fourth quarter and full year 2024 results for Primo Brands. As BlueTriton brands was the accounting acquirer of record, the company's financial results have a few different iterations presented and discussed in today's earnings call. First, all references to GAAP results reflect BlueTriton's financial results plus the addition of legacy Primo Water beginning on November 8, 2024, the closing date of the merger. Second, there are other references to combined results which include the combination of legacy Primo Water with BlueTriton for the full calendar year in addition to other conforming accounting adjustments to follow our go-forward accounting policies. This is to assist with the true outline of the merged financials into Primo Brands. Last, during the fourth quarter, legacy BlueTriton made the important decision to sell real estate affiliated with its Eastern Canadian operations and exit the activity of this particular geography that were dilutive to the overall business. With that decision, the company received approximately $45 million when the deal closed on January 31, 2025. Due to the exit of these business operations, we will provide a supplemental schedule highlighting the comparable net sales and adjusted EBITDA by quarter and full year 2024, so that guidance and financial results across 2025 remain clear. In total, this portion of the company delivered approximately $84 million in full year net sales and approximately $6 million in adjusted EBITDA. For your convenience, we have also included a number of support schedules in the appendix section of the supplemental earnings deck located on our website at ir.primobrands.com. Turning to our fourth quarter results, the combined Primo Brands included combined net sales increasing 5.5% to $1.609 billion, combined adjusted EBITDA increasing 3.7% to $301 million with combined adjusted EBITDA margins of 18.7%. Within the combined 5.5% net sales growth, approximately 5.1% or approximately $78 million came from organic growth activity with the balance 0.4% or approximately $6 million coming from inorganic or acquired sources. This inorganic activity took place within legacy Primo Water's Water Direct business prior to the merger and is not related to the merger of Primo Water and BlueTriton. As a reminder, Primo Brands definition of inorganic contribution includes any acquired businesses that were closed less than 12 months ago. After 12 months, any acquired business becomes part of normal contribution base. Separately, the combined net sales increase for the quarter was driven by 4.4% increase in volume and 1.1% increase in price or mix. Volume for Primo Brands is now defined as case goods equivalents, which are measured as 12 liters. The strength of the quarter was driven by strong performance across all water categories. Growth was driven primarily by volume, and to a lesser degree, price. For the full year 2024 results of the combined Primo Brands, combined net sales increased 5.4% to $6.810 billion, combined adjusted EBITDA increased 19.5% to $1.353 billion, with combined adjusted EBITDA margins of 19.9%, a 240 basis point increase versus the prior year. The year-over-year combined net sales growth increased 5.4% or $347 million with 5.0% coming from organic growth activity and 0.4% coming from inorganic or acquired sources. The combined net sales growth was driven by volume of 3.4% or $220 million and price/mix of 2.0% or $127 million. Volume improvements span a series of wins across brand offering, increased points of distribution, channels of trade, and product mix. We believe we remain a strong beneficiary of current health and wellness trends and our product price point diversity continues to deliver strong volume. Now, let's shift to our balance sheet and cash flows. As a reminder, Primo Brands combination was structurally set up to leave the pre-merger capital structures in place with debt capital totaling approximately $5.1 billion at the end of 2024. Since the closing of the merger, the company has been busy simplifying the debt capital structure which we believe will strengthen our financial position and enhance shareholder value. First, we successfully repriced the $3.1 billion term loan B from a weighted average of SOFR plus $3.35 to SOFR plus $2.25, reducing go-forward interest expense. Second, we consolidated our revolving facilities into a single unified new $750 million cashflow revolver. This simplifies our financing arrangements, reduces administrative overhead, and provides us with greater flexibility and access to capital. The new revolver provides us with approximately $633 million of available liquidity after accounting for standby letters of credit totaling approximately $117 million at the end of 2024. Finally, we executed an exchange offer for the three outstanding series of our senior notes. These activities demonstrate our proactive approach to capital management, committed to actively managing our cost of capital and prioritization of deleveraging activities. At the end of the fourth quarter, for the combined Primo Brands, our net leverage ratio stood at approximately 3.3 times combined adjusted EBITDA. Our liquidity remained strong with approximately $614 million of cash on the balance sheet, $621 million when considering the cash within our discontinued operations, and $633 million of cash flow availability, as mentioned earlier, bringing total liquidity to $1.2 billion. Additional non-operational liquidity is forthcoming in the first half of 2025 as the final legacy international businesses are set to close in coming months. We reached a definitive agreement for the sale of our Israel business, which is going through closing procedures and are close to finalizing the sale of our UK business. Proceeds will further strengthen our overall cash and liquidity position. As mentioned earlier, we also sold the real estate affiliated with our exited Eastern Canadian operations for approximately $45 million just last month. These proceeds will be reflected in our cash balance when we report first quarter earnings in May. Moving to cash generated from the business, Primo Brands on a combined full-year basis generated $756.2 million of cash flow from operations and invested $324.6 million in capital expenditures, resulting in free cash flow before adjustments of $431.6 million. After accounting for additional items unrelated to our ordinary operations, our combined adjusted free cash flow totaled $644.9 million in 2024. A key metric we track closely is our conversion of adjusted EBITDA to adjusted free cash flow. This year, our conversion ratio was 47.7% compared to 26.1% in the prior year, representing $349.2 million of combined adjusted pre-cash flow growth. This improvement was driven by business performance, lower levels of capex investments, as well as improved working capital efficiencies, driving a one-time benefit to cash collections. The strong combined adjusted free cash flow results highlighted our focus on maximizing the cash generated from our earnings. Moving on to 2025 full year guidance. Going forward, Primo Brands plans to continue providing annual full year guidance while also maintaining our disclosures each quarter across organic and inorganic contributions to net sales, as well as volume and price or mix outcomes, and finally, select sales channel disclosures. As mentioned earlier, with the exit of the Eastern Canadian operations at the end of 2024, our 2025 guidance will exclude these results in order to provide a comparable financial baseline for 2024 to assist with year-over-year comparison. For full year 2025, we anticipate comparable organic net sales growth of between 3% and 5%, with net sales reaching $7 billion at the midpoint. We anticipate the 4% net sales midpoint growth to be balanced between volume and price or mix. While water consumption across our offerings is a year-round activity, legacy Primo Water and BlueTriton had similar net sales pacing across the year with first and second half annual contribution essentially 50-50. Additionally, the middle two quarters remain the peak consumption month with about 53% of annual net sales. We expect full year 2025 comparable adjusted EBITDA to be between $1.6 billion and $1.628 billion with an implied adjusted EBITDA margin of approximately 23.1% at the midpoint. Our adjusted EBITDA guidance includes the capture of approximately $200 million cost synergy opportunity. With more time and focus on our integration activities, we are pleased to announce that our previously estimated $200 million cost synergy opportunity is expected to be captured within 2025. And we are raising our anticipated total synergy capture to approximately $300 million. We believe the total estimated $300 million cost synergy opportunity will be captured by year-end 2026, providing the run rate benefit of our integration activities in 2027. We are decreasing our estimate of anticipated costs necessary to achieve these synergies to approximately $100 million. This figure was previously $115 million at the time of our merger announcement. One-time costs associated with the achievement of our synergy opportunities include things like facility closures, decommissioning, or early lease bio-costs within our production and branch network, as well as severance and other vendor and contract break fees to access savings. These one-time costs exclude any real estate proceeds that may occur as our network consolidates, the most notable being the sale of our Eastern Canadian real estate for approximately $45 million that occurred recently in January. Moving on to capital expenditures, we are forecasting a run-rate growth and maintenance CapEx budget of approximately 4% of net sales. We are revising the annual capital spend profile to a more efficient 4% of net sales from the previous 4% to 5% communicated at the time of the merger. We believe we are in a good position with our asset base once we execute our base CapEx alongside some integration related CapEx that will total approximately $250 million in one-time spend across 2025 and 2026. Integration CapEx is expected to be approximately $200 million in 2025 and $50 million in 2026. Due to the strength at BlueTriton across our enterprise reporting platform, production, and vertically integrated large format bottle production, we are able to integrate these aspects of legacy primo water business into the asset base. The significant integration and volume shifts of the business into a single network and operating system will require some spend in key categories. These include one-time integration CapEx within IT to assist the transition of Primo Water ERP into the legacy BlueTriton system, water production and capacity expansion, geographic location of our equipment, additional large format blow molding equipment, as well as other fleet and cooler asset standardization. We believe this will also allow future year growth to efficiently move through our vertically integrated and scaled production and distribution system. Combining these factors along with the core health and cash generation capacity of our business model, we are forecasting adjusted pre-cash flow of between $790 million and $810 million for 2025. This forecast assumes adding back acquisition and integration costs, in-year integration-only CapEx, as well as benefit of after-tax in-year synergy capture. Yesterday, our board of directors authorized a quarterly dividend of $0.10 per common share, which represents an 11% increase over last year's quarterly dividend rate. No shares were repurchased in the latest quarter. In closing, we believe our financial profile, including robust cash generation, strong liquidity availability, and an improving net debt profile, along with a compelling long-term growth outlook, are creating a solid foundation for the future success of Primo Brands. We look forward to discussing this and other items at our upcoming Investor Day next week. With that, I will turn the call back over to Robbert for any final thoughts.

Thanks, David. We will share more detailed and fulsome information at our upcoming Investor Day next Thursday, February 27th at 1:00 Eastern Standard Time. The event will be webcast live on our website at ir.primobrands.com. A replay will be available after the event at the same time for your convenience. Specific topics expected to be covered at the upcoming Investor Day include Primo Brands positioning as a leading branded beverage company, our comprehensive portfolio designed to serve all usage occasions, a deeper look into our advantaged route to market, a review of our significant synergy opportunities, we will talk about our exciting growth story and powerful financial profile with attractive algorithm, followed by a question-and-answer session. Looking ahead, we're focused on capitalizing on the opportunities presented by our business combination and driving growth across our portfolio. I am confident in our ability to deliver value for our stockholders and remain excited about the future of Primo Brands Corporation. I intend for us to move decisively with speed, agility, and a focus on results while maintaining high levels of customer service. With that, I will turn the call back to Jon to take us through Q&A.

Thanks, Robbert. In order to address as many of your questions as possible we would ask for a limit of one question and one follow-up. If you would like to ask additional questions, you are encouraged to rejoin the queue and we will address as many questions as time allows. Operator, please open the line for questions.

Thank you. Your first question comes from Nik Modi with RBC Capital Markets. Please go ahead.

Yeah, thanks. Good morning, everyone. I guess, just given the exit rate and the strength of the business, just wanted to get some qualifiers around the 3% to 5% guidance for 2025, getting a lot of questions around that. I mean, is there something you're seeing in the business that would suggest a slowdown or is this just, hey, let's put out some targets given the current environment that are very achievable and maybe beatable, but any context you can give us around that would be helpful. And then just wanted to just get some clarity on the upsize to the synergy target and kind of what was driving that. That would be helpful, thank you.

Yeah. Hey, Nick, great to hear you. Well, before I talk about the 3% to 5%, let me just quickly mention that we had a really strong finish to ‘24. It was based on the strength of our brands, our market share gains, and our outstanding customer service with our world-class team. Looking at the rest of the market, our results and our momentum compare favorably within the liquid refreshment beverage category versus the other players that are losing market share. And water is one of two categories that are gaining share within beverages. And we've shown volume momentum on large formats of the five gallon business as well as our market share in retail is increasing. Now as you talk about ‘25 to your question, how to qualify to 3% to 5%, here's what I would say. Our tailwinds are very strong in ‘25 heading into the year. There's health and wellness, awareness, concerns around aging water infrastructure, and an increasing consumer demand for healthier beverages. So we are off to a positive start in ‘25 with very strong consumer demand for healthy hydration. And our integration planning is on track as well. And we do plan to grow volume and capture synergies. We do plan to leverage scale and expand points of distribution. So we are well positioned for top line growth and there is a good balance of volume and price/mix contributions. So what we're communicating and guiding on today is 3% to 5% comparable net sales growth, which is a midpoint of $7 billion and that is balanced between volume and price/mix. So we'll continue to drive growth, we'll leverage the health conscious shift in consumer trends, we'll leverage our scale, our vertically integrated network, all the way from the source of the water to sipping the water. We have a great portfolio of iconic brands and very strong retailer relationships. So, net, what I would say is the guidance is 3% to 5% and we intend to grow accretively. Thanks, Nik.

Great, and then on just the synergy question, Robbert.

Yeah, so on the synergy, let me pass it on to David. I mean, we found opportunities in several areas, but I'll let David talk to the details.

Yeah. Thanks, Nik. So, I think the true benefit here is we went from an announcement in June, continued progress into the close, and thankfully because we were able to close in ‘24, no team on either side of the legacy businesses had to stand down. And with that, we were able to find additional opportunities as we started to re-engineer our route network and look through additional opportunities in the depot and production arenas. And that's really the bigger bucket that was the initial value in the $200 million. And then that's now allowed that to sort of be pulled forward, if you will, into 2025 as we've had more time to sequence and engineer those activities. Additionally, as you recall, legacy Primo Water had had and built an extensive private fleet network where we were unsure if that could have been used with all of the distribution points or through the product volume and we've been able to find ways to optimize that and reduce and replace high costs and create shorter leg movements between the business. So again, all in, we feel very secure and confident in that delivery. That's the larger contributions to the upside. And again, in areas like procurement, that was complementary to those data points, as that team really couldn't get into the sensitive data until close. So again, we feel very excited about the ability to raise that, both the size of it and the speed of capture.

Super helpful. Thanks, guys.

Thanks, Nik.

Your next question comes from Daniel Moore with CJS Securities. Please go ahead.

Yes. Good morning and thanks for taking the questions again. In terms of offensive or revenue synergies, obviously a big part of the rationale, the combination, what can you tell us about what you're seeing regarding those opportunities now that you've had the businesses under one roof for about nearly three months? And is that something you might look to quantify either at your upcoming Investor Day or at some point down the line?

Yeah, Dan, great, great question. We have spent a lot of time on revenue synergies in the past few months. And we had an initial take on those and we continue to believe that there are a lot of those synergies going forward. Specifically, the following. The first one would be the expansion of our super premium brands, Mountain Valley and Saratoga into more channels as well, food service, the mass channel, the grocery channel in new formats such as half liter shrink or larger and smaller formats and different class aluminum and PET executions. The second one is the expansion of our regional spring water brands, particularly into our Primo distribution network, as well as into channels that we're currently under-serving, such as DIY. Then there are a whole host of distribution opportunities which we will pursue on the back of our existing retail distribution. We are currently about 200,000 retail outlets on our consumer offerings. We have about 26,500 exchange racks and we have about 23,500 refill locations. So we fully intend to further leverage that infrastructure to drive new innovation on brands like Splash, Arrowhead, various other items that are going to be launched this year. But we have started to quantify those opportunities. We'll be sharing more information around our marketing and sales programs in the investor meeting next week. We'll hope you're there. And we feel very confident that we'll be able to give more perspective on that.

Very helpful, look forward to it. If I could just clarify the $800 million free cash flow, adjusted free cash flow guidance. Does that include the divestments and from an actual cash generating perspective, if we take the $800 million back out the one-time cost of $270 million, that leaves over $500 million for dividends, M&A, debt reduction. Is that the right way to think about it or am I missing anything there? Thank you again.

Yeah. Thanks, Dan. So again, the sort of outline for the year takes into account benefits from obviously interest savings with regard to some of the capital structure items I talked about as well as benefits over time. But we do not have the closed proceeds from the last two international divestitures sort of in the bank account to sort of begin earning interest. So the primary contributors to that are the after-tax synergy capture of the $200 million we've outlined plus the base EBITDA generation of the combined business. And when you think about capital priorities, first and foremost, whether it comes through commercial synergies or based business performance, our number one capital allocation priority will always be to help enhance and grow the top line. After that, we obviously made a decision as a management team and Board to increase the dividend by $0.01 per quarter this year or an approximately 11% raise. And then obviously we'll continue to look at share repurchases as an opportunistic across the year. But at this point have not communicated around that. And again, Dan, just one last closing point. All of that would be on an organic basis. So again, there are not assumed inorganic activities in the guide, but as you know, the company will pursue tuck-ins and other related activities that are relevant, accretive, and when we can factor in the timing.

Very good. Understood. Thank you.

Your next question comes from David Shakno with William Blair. Please go ahead.

Hi, good morning. Just a question on tariffs. I assume some of this impact has been mitigated because of Eastern Canada -- the Eastern Canada business. But could you just provide some color on any potential tariff impact we should be thinking about?

Sure, David, this is David. With regard to tariffs at this point, the only impact we have on the business, as you recall, the dispenser category has gone through tariffs multiple times in its past. It is currently, was currently under a 2.7 ad valorem tax of which the recent activities with China increased that to 12.7 or an incremental 10. At this point, we have seen no disruptions in the business. Dispenser sell-through for the full year was approximately 980,000, approximately flat to 2023. We remain very optimistic based on both innovation, design, points of distribution expansion, and then retail relationship growth that we have the opportunity with from the legacy BlueTriton relationships. And again, we've navigated this multiple times. We have seen no demand interruption and no supply chain interruption. At that point, the dispenser business on a wholesale revenue basis for the company is about 1% of all total net sales. So it's not an impactful area. And we believe, again, we can continue to mitigate and navigate that. But we remain, obviously, as everyone else does, fully aware of the new cycle and understanding if that's a permanent tariff or more of a temporary activity.

Great, thank you. That's helpful. And then one follow-up. I know you talked in the prepared remarks about the super-premium portion with Saratoga and Mountain Valley with various partnerships and events, but just wanted to get a sense of how they're actually performing, both brands, especially as you now have probably a better view of Saratoga post-merger.

Yeah, both brands are doing extremely well. They are the fastest growing part of our portfolio. Saratoga and Mountain Valley are looking to expand distribution in the year 2025. Most recently, with Saratoga, we had a very strong presence at the Golden Globes. We launched the new color as a Pantone color, the Saratoga blue. We have strong celebrity and athlete endorsement for the brand and even have appeared in many of the big events that have been televised over the last couple of months. So the brand is really gaining momentum which should be enabled by further distribution across various channels. We talked about food service, we talked about the mass channel, grocery channel, and we're also looking to manufacture the brand in multiple locations. Mountain Valley, we talked a lot about last year, adding capacity, spring capacity, glass bottling capacity, and launching our single serve aluminum. And we're seeing very strong demand, both through retail and on-premise. And it's also available for our direct customers. So that's actually a bigger brand than Saratoga, but both brands are doing well, and expansion plans are coming. Now, I'll pass it to David for some further financials on the business.

Yeah. So, David, we plan on releasing our K next week. Obviously, this has some noise in the quarter because the legacy Primo Water business joined on a GAAP basis as of November 8. When you step back and look at net sales disaggregation across our water mix, the premium category of what you're asking and how Robbert was talking through the data points regarding Mountain Valley and Saratoga, if you put that together on a comparable basis, the premium water space grew about 47% on a full year 2024 against the full year 2023. And again, that will be one of our primary sales disclosure channels where we look across purified, premium, regional spring, and other activities in the business. So, no step back whatsoever in this environment, both the health and wellness trends, the category growth and the points of distribution expansion as Robbert and the team are working toward, it's a great bright spot in the portfolio and part of the brand strength that we talked about when we when we brought these two companies together.

Great thank you That's all very helpful. I appreciate it. I'll pass it along.

Your next question comes from Andrew Strelzik with BMO. Please go ahead.

Hey, good morning. Thanks for taking the questions. I appreciate obviously that synergies are going to be a big margin driver in 2025 and beyond, but I'm curious how to think about the base margins for the business, exit synergies. Obviously in 2024 you had very nice margin expansion. The guidance though implies you know kind of flattish based margins. I know you have volume growth and some mixed opportunities. So I'm wondering if there are offsets, if that's maybe a kind of a conservative starting point, just how we should think about that. And then my follow-up is just on the synergies, you gave some nice context to the to the top line cadence. I'm curious if you give us some synergy cadence for 25 as well. Thanks.

Sure. Andrew, David here. So your question, on the base EBITDA margins, on an ex-Eastern Canadian business side would have been approximately 20% where we would be walking sort of the base pre-synergy up about 20 basis points. And really why that is, is you have two companies essentially operating in silos until the synergies start to compress and start to bring the business activities together. So the real basis point expansion is going to come from the synergies in ‘25. Thereafter, however, as volume continues to move through the system, either through the cost of goods side or through the operating expenses, that's where you'll start to see after ‘25, more authentic margin expansion, either at gross or at the EBITDA level. So again, it's not that there's anything in either part of the legacy business that's a challenge or a headwind. We feel and remain incredibly confident and excited about the layout of ‘25 Guidance. It's you need to start to actually bring the networks together and let that volume go through the reduced facility and branch setup, and then that really starts to sort of release the velocity, if you will, of the margin profile.

Thank you. Your next question comes from Andrea Teixeira with JPMorgan. Please go ahead.

This is Drew Levine on for Andrea. Thanks for taking our questions. So, David, I think you referenced a bit on the premium retail growth and hopefully get some more disclosure in K and going forward. But if you could comment on fourth quarter, the 5.5% combined revenue growth, maybe any more clarity on how retail [HOD] (ph) performed within the quarter, and then on the 3% to 5% outlook, appreciate the balance of volume and price/mix, but any more color on how you're thinking about growth by business would be helpful.

Hey, Drew, I'll step in for a second. This is Robbert. Thanks for the question. Before we talk a bit more about the quarter four results and how that was built, I wanted to make the comment that we're really looking at the business as one go-to-market system now. We have, as you know, we have one network, coast-to-coast network, vertically integrated that serves both commercial residential customers as well as retail customers and food service customers as well as small format. So the strength of this unique go-to-market system is that unique distribution model that we can fully leverage and gives a scale and allows us to grow accretively as one end-to-end business model. But I'll pass it to David to talk about Q4.

Yeah, so, Drew, again, we came through the quarter with strong volume with both volume and organic being the primary contributors to the growth algorithm where we're incredibly excited. When you move into ‘25 guidance, I'll talk about both the top as well as the synergy capture and this will sort of combine with a little bit of what Andrew was asking in that prior question. So, within the 3% to 5% organic net sales growth, we're starting with a balance of approximately 50-50 on price/mix, and volume. And really where that looks is how the businesses are exiting 2024 and how we believe the mix of products across both what they are as a water type, again, premium, regional, spring water, purified, or other, as well as how they're distributed, whether it's directly distributed or through various channels of trade. So, we remain very confident and excited about how that volume and mix with price is sort of articulated across the guide profile. When you look at the synergy capture and timing there, which was kind of a little bit more back to Andrew's question, obviously as ‘25 began, we began finalizing details around the synergy capture. Q1 is a little bit muted in that capture, and then really from Q2 through Q4, it ramps up to a nice run rate. So, when you think about the $100 million in capture in 2026, approximately 50% of it is a flop or a rollover effect of 2025 synergy value and then $50 million organic new synergy captures that begins pretty much at the beginning of the year of ‘26. So when you think about those factors that allows the network to consolidate, it addresses Andrew's question around basis point expansion that's really captured through the synergy lift. And then when you get the K and you hear from us next week, we'll start to talk and really address a lot of the disclosures around how we go to market. So take for example that Walmart released earnings this morning. Walmart's a great contributor to our business. Our company is arriving at Walmart. We have an amazing partnership with Walmart. So, again, when you think of how the mass channel has brought in higher income household, has a very strong distribution of our company-wide portfolio, that's why we really look at going to market as a single segment but is traded across different retail channels, different product pack sizes and others. But again, we remain very confident in where and how ‘25 has been outlined.

Thanks for that perspective. And then just, I guess related to the synergies and maybe some perspective on four months in, you've uncovered incremental $100 million. But, thinking about as time goes on, if these are sort of more low-hanging fruit sort of opportunities, if this is more going through the fine-tooth comb, how you're thinking about potential opportunity beyond $300 million if that's possible, and then how you're planning to update investors on synergy capture? Are you going to update sort of quarterly or on an annual basis? Any perspective there would be helpful.

Yeah, Drew, the current guidance obviously is $100 million above what we were previously guiding. At the merger, we identified $200 million. We now are telling the market that we will deliver all of that in year one and increment that with another $100 million in year two, therefore accelerating the total program to a two-year program. We're looking at the operations, we're looking at procurement, we're looking at IT and enterprise software. Call center is a big driver of savings and SG&A is the fifth bucket. Obviously, David and I will continue to look at with the transformation office, managing our costs and creating a lean and very efficient company where we leverage the scale of the business as well as our go-to-market, our unique market system. At this time, we want to continue to give guidance at $300 million, and if there's any future updates we'll keep you informed.

Thank you. Your next question comes from Derek Lessard with TD Cowen. Please go ahead.

Hey, good morning, everybody and congrats on getting over the finish line. I just maybe wanted to touch again probably the last question on the top line guide. Curious how we should be thinking about and maybe you touched on it in your opening remarks, but around M&A, whether it's on the retail branded side or even within the HOD distribution business?

Yeah, Derek, on the HOD business, commercial residential, we will continue to look at tuck-ins as we have in the past and we will going forward. So there is no difference at all in identifying the right businesses to acquire and then tucking them into our business. With regards to retail brands, consumer brands, our year one focus is to execute the merger and deliver synergies. Beyond that, we'll have to evaluate opportunities as they come our way. And maybe I'll just pass it on to David to talk a bit about our capital allocation strategy.

Yeah, and Derek, the clarifying point there is always, the company always provides an organic net sales growth so that we can take the appropriate time to look at tuck-in acquisitions in that regard and make sure that they fit our system, they fit within the right timing and quarter that we feel is important for the business to not only digest the synergy capture but also on board potentially, a new branch, a new region, a new brand, convert the brand, et cetera. Again, within capital allocation, our number one priority will be to invest behind the top line piece of the business. We will experience natural deleveraging as the EBITDA grows. We obviously allocated additional funds to increase the dividend as announced today and remain opportunistic with regard to our share of purchase.

Yeah, thanks for that. And to be clear, that 3% to 5% doesn't include M&A.

That's correct. It will not. And we will not stop looking for them. It's a question of time, when, what size. But obviously we'll update and you'd see it in the statement of cash flows.

Awesome. Thanks. And maybe just one last one on the route optimization. Just curious there how much overlap do you think you could eliminate over time and any color on, I guess, additional efficiencies there?

Yeah, so again, from a legacy Primo standpoint, of which you were a covering analyst and others might be familiar, we would have typically communicated activity and data around that. Obviously, legacy Primo joining the BlueTriton system with on a GAAP basis creates a little bit of noise there, it is the top priority. The large synergy capture we have and one of the reasons we were able to elevate that dollar value today, as I mentioned earlier, was just getting into more of the route engineering, more of the branch consolidation. Both cultures wake up every day with a productivity mindset and an efficiency mindset, and we'll begin to release more data across Q1, which is the full quarter of our control from a management perspective. And again, we'll begin communicating further on those key KPI's that really drive efficiencies but just no top of mind for both sets of cultures and teams as they come together where unit productivity is the core of taking the costs out of the business. It's running less routes. It's putting more bottles and velocity through the production system. And then between branch and inter-branch transfer, as I mentioned, we were able to extract benefit from our private fleet investments. These are all areas where, again, productivity is top of mind.

Okay, thanks for that. And look forward to seeing you guys next week.

Thanks, Derek.

Thanks, Derek.

And your next question comes from Steve Powers with Deutsche Bank. Please go ahead.

Hey guys, good morning. Thank you. A question on, I guess, service levels and service quality. I guess as you've get a better handle on both legacy operations, can you give any perspective on how service level metrics, service quality metrics benchmark legacy Primo versus legacy BlueTriton across comparable businesses? And do you see opportunities to leverage best practices across legacy businesses to benefit the business going forward in ways that may not show up directly in revenue or synergy numbers in the near term.

Yeah. Thanks, Steve. That's a very good question. In fact, it's a question we spend a lot of time on as a company. We have three focus areas for the organization in our culture. One of them is customer service. The second one is being a performance oriented business. And with the focus on distribution, which is the third one. So customer service, distribution, and performance. Now with regards to customer service, I would say that the ready refresh legacy business and the Primo Water legacy business were very similar in terms of on-time in full substitution. We are absolutely looking at best practices as we integrate the two distribution models, get more density in our routes, get more proximity to the final customer. And so we are absolutely working through that right now. We're making some of the legacy BlueTriton brands available in the Primo Water system. So think about launching Zephyrhills in Florida. Think about Poland Spring in the Northeast, initially in case packs, and then they'll be available in the five gallon format as well. And when it comes to our retail on time and full delivery, we are really up there investing class in the industry at the high 90s level. We take this very seriously and we continue to make progress as we have an even better, I would say, manufacturing supply network coast to coast vertically integrated. The focus on customer service also extends into our call center. So, I would say ReadyRefresh had some very, I would say, very good best practices around retention that we're now implementing in Primo Water. And both companies have been really focused on, reducing consumers trying to end the service with a great deal of success and retention levels are going up as a result. We also invested in our Internet domains like water.com. We're starting to see conversion rates improving there. So, we really look at customer service across commercial, residential, as well as retail, and it is a core component of our culture.

Okay, thank you very much. I'll leave it there. See you next week.

Thank you.

Ladies and gentlemen, there are no further questions at this time. I'd like to turn the call back over to CEO, Robbert Rietbroek. Please go ahead.

All right, thank you. Thank you for attending today's call and for your continued interest in our company. I'm pleased with the tremendous progress we've made in shaping the future of Primo Brands. We have been working intensely across our combined organization to identify opportunities to build an optimized structure and to unlock synergies throughout the business. Thank you for your interest. Thanks for joining us on the next step of our transformation.

Ladies and gentlemen, this concludes today's conference call. You may now disconnect. Thank you for your participation.