Primo Water Corp

NYSE:PRMW

Earnings Call Analysis

Company Maintains Strong Growth and Upbeat Outlook

The company has outperformed with a record adjusted EBITDA margin of 22.7% and North American margins of 25.7%. Their impressive ESG score and control over water resources contribute to an economic moat, providing stability and future success. Revenue for 2023 is expected to be $2.32-$2.36 billion, with a growth of 7-9%. Adjusted EBITDA is forecasted between $460-$480 million while adjusted free cash flow guidance has increased by $10 million to $160 million. These figures are upheld despite minor disruptions in Israel, and the company plans to issue the next year's guidance in February 2024.

Robust Financial Performance in a Challenging Environment

Despite global uncertainties, the company has managed to keep disruptions to a minimum while achieving a substantial 6% year-over-year revenue growth, now at $622 million. Notably, they've successfully enhanced adjusted free cash flow generation, now forecasting a $160 million total for the full year—an uptick of $10 million from their previous counsel. Investors can expect the next round of full-year 2023 guidance in early 2024, which will accompany the year-end financial results.

Segment-Level Insights and Upcoming Directives

A closer examination reveals particular strengths and strategies on the segment level. North America, for instance, notched a 5% revenue uptick, standing at $470 million, with adjusted EBITDA swelling 18% to $121 million—a testament to efficiency gains. Europe tells a similar success story, with a striking 32% jump in adjusted EBITDA to $20 million. Looking forward, the company is poised to retire debt and engage in strategic M&A, all while focusing more singularly on North America. Investors should anticipate comprehensive 2024 guidance tailored to this strategic pivot in February at the time of the next earnings call.

Leadership Transition on the Horizon

The current CEO announced a retirement set for the end of 2023, with a successor selection process in its final stages. This change in leadership is unfolding amidst the transformation into a pure-play water company—a reshaping that underscores a strategic bet on health and wellness trends and the need for modern water infrastructure solutions. Management indicates strong positioning for organizational continuity and performance amid this transition.

Conservative Outlook Amidst Geopolitical Tensions

While the company's operations in Israel have thus far been stable, management is cautiously conservative about the near-term outlook, acknowledging the uncertainties in the region. This conservatism is a prudent measure for investors to note as it might impact performance over the next several months.

Focused Growth and Financial Reassessment

A significant transformation is underway, restructuring around robust American operations while selling off specific international segments. The financial analysis anticipates an internal reshuffling with an estimated $95 million EBITDA contraction linked to the assets being sold. Moreover, while adjustments from these transactions are considered, there's an anticipated $40 million in local currency EBITDA baked into the remaining assets, providing a clearer financial picture for investors moving forward.

Revenue Composition: Volumes and Pricing

The company experienced a nuanced revenue composition, attributing roughly 1% to positive volume growth, with the remaining increase coming from aggressive pricing strategies. Within the Water Direct and Exchange segments, this framework of growth is also echoed, reinforcing the strong revenue generation mechanisms at play.

Earnings Call Transcript 2023-Q3

[Operator]

Good morning. My name is Chris, and I will be your conference operator today. At this time, I would like to welcome everyone to the Primo Water Corporation's Third Quarter 2023 Earnings Conference Call. [Operator Instructions]Thank you. I'll now turn the call over to Jon Kathol, Vice President, Investor Relations. Please go ahead.

[Jon Kathol, executive]

Welcome to Primo Water Corporation's third quarter 2023 earnings conference call. [Operator Instructions] This call will end no later than 11:00 a.m. Eastern Time. The call is being webcast live on Primo Water's website at primowatercorp.com and will be available there for playback.This conference call contains forward-looking statements, including statements concerning the company's future financial and operational performance. These statements should be considered in connection with the cautionary statements and disclaimers contained in the safe harbor statements in this morning's earnings press release and the company's annual report on Form 10-K and quarterly reports on Form 10-Q and other filings with securities regulators.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. A 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 third quarter earnings announcement released earlier this morning or on the Investor Relations section of the company's website at primowatercorp.com. We have also included a deck on our website that was designed to assist you throughout our discussion.I am accompanied by Tom Harrington, Primo Water's Chief Executive Officer; and David Hass, Chief Financial Officer. Tom will start today's call by providing a high-level summary of the transaction announced earlier this morning, followed by a review of the third quarter and our progress on Primo Water strategic initiatives. Then David will review our segment level performance, and will discuss our third quarter performance in greater detail and offer our outlook for the full year 2023 before handing the call back to Tom to provide a long-term view ahead of Q&A.With that, I will now turn the call over to Tom.

[Thomas Harrington, executive]

Thank you, John, and good morning, everyone. Before I cover the exciting news announced earlier today and the strong results the team delivered in the third quarter, I'd like to share that our associates, customers, suppliers and the citizens of Israel have been and remain in our thoughts and prayers. Our associates in Israel have shown an incredible commitment to our customers, each other and their communities in the face of a horrific situation by continuing to supply bottled water to the citizens of Israel and I want to thank them for their tremendous efforts.Now on to today's news. As we announced that we have agreed to sell a significant portion of our international businesses to Culligan International. This deal is the first of several transactions that will occur in 2024 as we are executing strategic alternatives for the remainder of the international businesses, which includes Aimia Foods in the United Kingdom as well as our water and coffee businesses in the United Kingdom, Portugal and Israel and expect to finalize these in 2024.We believe this deal unlocks significant value for Primo Water shareowners. The transaction was a result of a proactive board-led process that resulted in an agreement that offers an attractive premium valuation for the businesses sold. It enables us to focus on the North American market where we have leadership, scale and a significant addressable customer opportunity. The proceeds will be used to drive organic growth, reduce leverage, accelerate Water Direct tuck-ins, pursue opportunities in water adjacencies and return capital to shareowners via share repurchases.Highlights of the transaction include up to $575 million all-cash purchase price for a significant portion of our international businesses, unlocking substantial shareowner value. An attractive premium valuation multiple of approximately 11x trailing 12 months Q2 adjusted EBITDA. Upon closing the transaction, we intend to repay the outstanding balance of our cash flow revolver with a long-term goal of sustaining net leverage under 2.5x adjusted EBITDA.In addition, upon closing, the Board plans to authorize an incremental $25 million share repurchase program. To be clear, the existing $50 million authorization approved in August of 2023, remains in place until closing and will be increased to an aggregate authorization of $75 million post closing. The remaining international businesses are expected to generate additional cash as they are sold in the upcoming year. This transaction marks another major milestone in our transformation as a company.Following the completion of the transaction and the divestiture of the remaining international businesses, the simplified pro forma Primo Water will have greater focus on our pure-play North American water businesses with scale and operational focus, an improved financial profile, accelerating the achievement of several previously announced 2024 targets by approximately 1 year, the means to execute highly synergistic tuck-ins as well as the ability to pursue adjacent water services in high-growth categories. Our capital allocation priorities will align with our opportunities for growth and will be able to support a full suite of options to drive value.We will be able to drive organic customer growth, digital initiatives and customer retention activities and our capital investments will be focused in high-impact profit-generating projects. We will reduce leverage, giving us increased flexibility to pursue the growth opportunities. We will fund M&A through tuck-ins as well as new and potential revenue streams. And we will support the return of capital to shareowners via share repurchases. Upon closing, we will have a North American-based company that aligns with our brand strength, a leaner, more focused associate base, a balance sheet that has lower leverage, the power to increase organic growth, greater earnings power and a company poised to execute M&A at an accelerated pace.We anticipate releasing next year's guidance in conjunction with our 2023 year-end earnings in February 2024. I would like to thank all of the Primo Water teams for their contributions to the excellent performance of the business and delivering another quarter of strong revenue and earnings results and generating record adjusted EBITDA margins. In Q3, we delivered consolidated revenue growth of 6%, adjusted EBITDA growth of 21%, adjusted EBITDA margin of a record 22.7%, a 270 basis point increase versus the prior year, adjusted free cash flow of $102 million and sell-through of approximately 252,000 water dispensers.For the third quarter, consolidated revenue increased 6% to $622 million compared to $585 million. Excluding the impact of foreign exchange, revenue increased 6% for the quarter. Adjusted EBITDA increased $24 million to $141 million, an increase of 21%. Excluding the impact of foreign exchange, adjusted EBITDA grew 19%. In short, we delivered increased revenue, adjusted EBITDA growth, adjusted EBITDA margin expansion and significant free cash flow. Revenue growth was driven by strong revenue growth in Water Direct and Exchange of 7%, double-digit revenue growth in Water Refill and Filtration of 19%, increased revenue growth in our European operations of 4%, excluding the impact of foreign exchange and global Water Direct customer retention of approximately 86%, a slight increase from last quarter.2023 growth in customers is expected to reflect the combination of organic customer growth as well as the execution of our tuck-in strategy. As a reminder, our tuck-in acquisitions are a core component of our customer growth plans. These customers have strong retention rates, generally synergized within 90 days and enhance route density, resulting in increased adjusted EBITDA dollars and margins in the markets were executed. Our razor-razorblade business model includes 2 approaches. The rental of water dispensers direct to residential and commercial customers and the sale of water dispensers through retail partners. Both approaches enable growth in water solutions and contribute to our predictable and recurring revenue growth.In Q3, we had water dispenser sell-through of approximately 252,000 units on pace with our target of 1 million water dispensers sold through for the year. In 2023, we are particularly focused on growth with our brick and mortar retail partners where we have greater visibility into the connectivity to our water solutions and where the connectivity is dramatically higher than through e-commerce. Our consolidated Water Direct and Exchange business continued to experience strong top line momentum during the quarter with 7% revenue growth driven by pricing and 86% customer retention in Water Direct.Our Water Refill and Filtration business continues to exhibit strong growth with revenue increasing 19% in the quarter. The growth was driven by pricing, consistent service levels and machine uptime at our retail stations. We have a high refill station retention rate, and we are expecting continued revenue and profit growth in this category. Water Refill targets a value-conscious consumer and provide similar margins to our other water offerings, which provides a diverse platform of water solutions for all consumers. We are pleased to report that our commitment to improving the customer experience has resulted in improved operational metrics, digital experience and customer satisfaction.As a reminder, a key service metric we focus on is On time and In Full or OTIF. OTIF simply put is did we deliver to the customer on a scheduled day and with all the products they requested. OTIF North America in Q3 increased when compared to Q3 of 2022. The ability to serve our customers in the most efficient manner possible is a critical driver of both our short and long-term profitability. Units per route per day increased approximately 4% compared to Q3 of 2022 and revenue per route increased 7% compared to Q3 of 2022. Our scale and leverage are becoming more evident as we service more customers with higher volume per route.Route density and revenue per route have never been higher. And as a result, we're able to post record adjusted EBITDA margins of 22.7% across the entire company and North American margins of 25.7%. Relative to ESG, last month, we received the results of the sustainalytics GAAP analysis report. We were able to significantly improve our overall risk score related to ESG factors and received a strong corporate governance score. Our strength in ESG, coupled with our ownership of water rights and access to water sources as well as our expansive distribution network sets us apart in terms of our ability to meet our customers' needs whenever, wherever and however they want. We have an economic moat that is not easily replicated and sets us up for sustained success.Looking ahead, we are reaffirming our full year 2023 revenue guidance to be between $2.32 billion and $2.36 billion with revenue growth in the range of 7% to 9% and full year 2023 adjusted EBITDA to be between $460 million and $480 million, while understanding the current challenges in Israel. Our disruptions to date have been relatively minor and we continue to monitor the situation closely. We've made significant strides with respect to adjusted free cash flow generation through a combination of increased earnings and improved working capital. We expect an increase in full year 2023 annual adjusted free cash flow to $160 million, a $10 million increase versus prior guidance. We anticipate releasing next year's guidance in conjunction with our 2023 year-end earnings in February of 2024.I'll now turn the call over to our CFO, David Hass, to review our third quarter financial results in greater detail.

[David Hass, executive]

Thank you, Tom, and good morning, everyone. Starting with our third quarter results. Consolidated revenue increased 6% to $622 million compared to $585 million. Excluding the impact of foreign exchange, revenue increased 6% for the quarter. Adjusted EBITDA grew 21% to $141 million, which represents a 270 basis points of margin expansion to 22.7%. Excluding the impact of foreign exchange, adjusted EBITDA grew 19%.Turning to our segment level performance for the quarter. North America revenue increased 5% to $470 million compared to $447 million. Adjusted EBITDA in North America increased 18% to $121 million. Adjusted EBITDA margins climbed to 25.7%, a 280 basis point improvement over last year. In our Europe segment, revenue increased by 13% to $81 million. Excluding the impact of foreign exchange, revenue increased 4%. Adjusted EBITDA in the Europe segment increased 32% to $20 million. Excluding the impact of foreign exchange, adjusted EBITDA increased by 18%. Adjusted EBITDA margins climbed to 25.2%, a 350 basis point improvement over last year.Turning to our Q4 and full year outlook. We expect consolidated revenue for the fourth quarter to be between $558 million and $598 million, and adjusted EBITDA will be in the range of $108 million to $118 million. As Tom mentioned, for the full year 2023, we are reaffirming our guidance with revenue projected to be between $2.32 billion and $2.36 billion, with revenue growth in the range of 7% to 9% and full year 2023 adjusted EBITDA to be between $460 million and $480 million.Additionally, we are raising our adjusted free cash flow guidance to $160 million, an increase of $10 million compared to the previous guidance. Our reported SG&A expenses in the third quarter were 50.7%. As expected, our Q3 SG&A declined as a percentage of sales as we were able to benefit from the leverage and scale of higher volume due to seasonality. On a year-to-date basis, adjusting for the onetime nonrecurring items such as the activist proxy contest, SG&A would have been 52.5% compared to the reported 53.2%. We are maintaining our 2023 CapEx guidance of approximately $200 million, which is approximately 7% of revenue, plus an incremental $30 million. We reaffirm our prior guidance that we expect to return to our total CapEx spend of approximately 7% of revenue in 2025, irrespective of the transaction.Key initiatives to be funded from our CapEx plan include driving organic growth, including investments in digital capabilities, leading dispenser innovation, building a more environmentally friendly fleet as well as investing in our private fleet, which will allow for a more efficient distribution of our products installing more efficient water production lines, which will reduce water usage and increase productivity and driving growth in refill and filtration with refreshed, signage and branding of our existing units, the development of our on-the-go units and new filtration innovations. For the full year 2023, we continue to expect interest expense of approximately $70 million to $75 million. Most of our interest expense is tied to our 2 senior note debt facilities with very low interest rates of approximately 4% with maturity dates of 2028 and 2029.The balance of our interest expense is tied to our cash flow revolver that we are actively managing lower with excess cash while rates remain at approximately 7%. Due to the increased cash generation from the business and the management of CapEx and working capital items, we've been able to prioritize reducing our cash flow revolver by $76 million in the third quarter alone. Full year 2023 cash taxes are expected to be approximately $25 million. This anticipates utilization of U.S. net operating losses, or NOLs, we still have a substantial amount of U.S. NOLs available in the balance of 2023 and 2024.As a reminder, our water dispenser category was previously under a 25% import tariff but was reclassified last year and a refund process was initiated. We have recorded the refunds in the same manner as the original transactions. Through Q3, we have received approximately $5.1 million of tariff refunds, a slight increase since last quarter. Approximately $2.4 million of the $5.1 million is reflected in year-to-date adjusted EBITDA related to water dispensers sold to retail, a similar $2.4 million is related to the water dispensers that we rent as CapEx with the residual value of approximately $326,000 related to interest income for the year-to-date tariff balance paid to Primo.Through Q3, $5.1 million is reflected in our adjusted free cash flow guidance that we'll discuss in a moment. We have not included any additional refund amounts in our updated guidance due to the uncertain timing of the refund process. As we look at our performance in the first 3 quarters of the year, we are confident in our ability to raise our annual adjusted free cash flow guidance to $160 million, an increase of $10 million. The $10 million increase from prior guidance is attributable to the slight increase in tariff receipts since last quarter with the balance related mainly to the benefits in working capital actions across the quarter and anticipated into year-end.We are pleased to report that we have achieved our targeted adjusted net leverage ratio with the latest quarter coming in at 2.9x, which is below our 3.0x target for the end of 2023, and we remain committed to achieve a targeted net leverage ratio of less than 2.5x after the completion of the transaction. Our year-to-date tuck-in M&A activity, along with potential acquisitions for the remainder of the year positions us to achieve the high end of our 2023 tuck-in purchase guidance of $20 million to $30 million. Acquisitions remain a complementary source of customer acquisition, whether we acquire organically or through the acquisition of the customer base of tuck-ins, both are means of scaling our customer base.The cost per customer acquired through acquisition is typically similar to other means of acquisition. However, the difference lies in the stickiness of the customer. Customers acquired through tuck-in acquisitions are already users of the service and understand the benefits and annual cost of Water Direct service. We remain committed to Water Direct tuck-ins to accelerate density in our operating regions and provide operating scale. Our cash flow and balance sheet enable us to simultaneously return value to shareholders through regular quarterly dividends and opportunistic share repurchases while continuing to invest in internal and external opportunities that will further strengthen our operations and drive long-term growth.Our Board of Directors has authorized a quarterly dividend of $0.08 per common share, which continues our path to the multiyear dividend step-up with an increase in our quarterly dividend per share of $0.01 in each of the last 2 years. As it relates to the transaction announced this morning, we are very excited about Primo Water's financial profile on a go-forward basis. We remain confident in our ability to achieve previously communicated 2024 financial targets, and this transaction will allow us to accelerate several of these targets by up to a year sooner than anticipated. The transaction will also allow Primo Water to focus on the North American business that contributes most to the financial benefits to the company.Across the board, the transaction yields greater financial outcomes across the margin and adjusted free cash flow conversion metrics. While the notional value of adjusted EBITDA and free cash flow declines, the conversion of each future dollar increases significantly. This reflects the scale present in the North American business. When you take our updated 2023 full year adjusted free cash flow guidance of $160 million, the new Primo Water will deliver approximately $140 million of that benefit. As we right size the company across 2024, we expect to replace nearly all of the $20 million of adjusted free cash flow by optimizing the cost structure of the company. This is prior to the additional organic and acquired free cash flow growth that will occur in normal course throughout the year.Immediately upon close, we intend to repay the outstanding balance on our cash flow revolver as well as increase and fulfill the newly authorized $75 million share repurchase program. The additional proceeds will provide financial flexibility to pursue organic growth, accelerate accretive Water Direct tuck-in acquisitions and engage in acquisition opportunities complementary and adjacent to our core North American water businesses.To achieve the $20 million in business optimization previously discussed, we intend to engage outside consultants to support initiatives to drive efficiencies as we shift from a global organization to one focused solely on the North American market. We intend to provide updated 2024 guidance for the North American-focused version of Primo Water in February during our normal earnings call related to Q4 and fiscal 2023 results.I will now turn the call back to Tom.

[Thomas Harrington, executive]

Thanks, David. Our strong performance reinforces our confidence in our ability to deliver sustained growth, supported by strong revenue growth in our Water Direct Exchange Refill and Filtration businesses, continued execution of our tuck-in M&A strategy, the improved performance of our operations and adjusted EBITDA margin expansion. We are making solid progress and have the right plan and the right team in place to succeed. We are one of the only pure-play water platforms with leading national and local brands, and we benefit from a large and growing revenue base.Our long-term growth targets are driven by the connectivity of water dispensers to our water solutions as well as consumer tailwinds, such as the focus on health and wellness and concerns about the aging water infrastructure. We have a healthy balance sheet, a compelling long-term growth outlook and an attractive margin profile. We are confident that shareowners will be pleased with the results of the transaction announced earlier today as we create value by driving organic growth, reducing leverage, funding M&A and supporting the return of capital.As an update, earlier this summer, I announced my retirement at the end of 2023, and the Board initiated a search for my successor. The Board, with the support of an international search firm, has met with a number of highly qualified candidates and is in the final stages of the process, and we therefore anticipate announcing a new CEO later this quarter. As you can see from our results, the business continues to perform at a high level with strong results and is clearly well positioned for the future. It has been an amazing personal journey over the last 2 decades, including the last 5 years as the CEO of the company. I'm proud of what we have accomplished. The transformation of the company from a private label juice coffee and soft drink manufacturer into a pure-play water company has proven to be the right move for our customers, associates and shareowners.All this accomplished whilst managing through a global pandemic, record high inflation, 2 major awards and a significant board refresh. The current transaction to sell most of our international businesses at a premium valuation will enable the company to become a more focused North American water business. I will remain a supporter of the company and will be chairing them on as an investor, fan and the customer. I'd also like to thank you, the investors and analysts of the financial community. I'm hopeful that the marketplace recognizes the value of our model and our consistent execution and rewards us accordingly. Our leadership team and our associates across the business are amazing, and I thank them for their tireless efforts and support in our mission of serving our customers with professionalism. They truly are the best in the business.With that, I'll turn the call back over to John for Q&A.

[Jon Kathol, executive]

Thanks, Tom. During the Q&A to ensure we can hear from as many of you as possible, we would ask for a limit of one question and one follow-up per person. Thank you. Operator, please open the line for questions.

[Operator]

[Operator Instructions] Your first question comes from Derek Lessard, TD Cowen.

[Derek Lessard, analyst]

Tom, I just wanted to start off maybe with a little congratulations, Tom, on your retirement. I think you've done a remarkable job at the helm of this organization through really challenging times to say the least. So wishing you nothing about the best for the second act, whatever that may be.

[Thomas Harrington, executive]

Thanks, Derek. I appreciate that very much.

[Derek Lessard, analyst]

Just had a few questions, maybe it's more for David but on the pro forma business, it's mostly really all on Slide 12. Just wondering if maybe you could clarify the step down in EBITDA from $470 million to $375 million. I think the year or the legacy business that you're selling in Europe is close to $60 million of that. So what's the missing piece there?

[Thomas Harrington, executive]

Yes. Derek so the purpose of that was to give everyone a foundation of who and what we call NewCo will be on a 23 guide basis. So as you think about the $470 million representing the midpoint of our guidance, $375 would include the PW&A component and the corporate component. But the reality is there's about $416 million of equivalent midpoint guide EBITDA in the business that includes PW&A, Corp and the assets that will be part of secondary transactions across 2024.The other thing, the $375 does not yet contemplate would be optimization gains as we look to right size the business, i.e., reduce some of the overhead in the business for just a domestic business. And so obviously, on a pro forma basis, that $375 million equivalent to the free cash flow chart has about $20 million of upside. And this is all before we give guidance that includes both organic and inorganic growth lighting across 2024. And so I think that's really the clarity we wanted to provide there. I appreciate the question.

[Derek Lessard, analyst]

Okay. That's helpful. And I guess maybe you just touched on it, too, on the same slide, looking at that free cash flow. You kind of walk it down to $140 million and then talking back up to $160 million. Just to remind, I think you did allude to it on the call, but maybe just what you're expecting to drive that incremental $20 million?

[Thomas Harrington, executive]

Correct. Yes. So again, $160 million would be the guide we just took up with that $10 million increase for the enterprise for 2023. Inside that $160 million, $140 million would be the adjusted free cash flow generative capacity of the PW&A business that we will have as a go forward. The $20 million represents the pro forma view of us, again rightsizing with 100% flow-through of that benefit, basically saying that when we're done on a run rate basis, there will be 0 slippage in free cash flow for what we consider the NewCo business.Now that will take across calendar '24 to develop. And again, similarly to the comments in the prepared remarks, that is prior to any organic or inorganically acquired free cash flow that comes across to 2024. So kind of the same thing. $375 has upside when you think about these optimizations, and we depicted the $140 million with its $20 million offset upside to sort of get us back to parity with the business we are right now. And that kind of shows you again the free cash flow potential of who will be going forward of just this domestic-oriented business.

[Derek Lessard, analyst]

Okay. That's all very helpful. And maybe I'll sneak one last one in. Just again on your 2023 guide more specifically on Q4. Obviously, big beat this quarter, but revenue and adjusted EBITDA guide you kept unchanged. I don't -- that's not discontinued ops just yet, right?

[Thomas Harrington, executive]

No. No. No. So that's normal course, right? So we expect to close on -- I think we've said 12/31. So that is existing company as is where is. And look, Derek, to be completely transparent. We have a business in Israel. It hasn't -- it's performed well through the last crazy 4 weeks and thus far, minimal impact. But frankly, I wanted to have a degree of conservatism here because I don't know what's going to happen over the next 4 to 6 weeks. We watch it. We're in contact in real time all the time with the team. So just hedging against what could be an outcome in Israel. I don't know, so I don't want to get ahead of myself. I certainly don't want to leave this for the new guy not properly reflecting what could be.

[Operator]

Your next question comes from Stephen Powers, Deutsche Bank.

[Stephen Robert Powers, analyst]

Tom, congrats. Great. So building on that topic -- the transaction topic, I guess. The first thing, Tom, you had mentioned, you used the words in your prepared remarks in slides as well of proceeds from the transaction of up to $575. And I just wanted to clarify what might be the variables around that? I mean if it's just normal course closing costs and the like, that's fine, if there's any kind of variability in the terms of the deal, that would be helpful to know.

[Thomas Harrington, executive]

No. No, there's no, if A, then B, it is just those last-minute closing close between now and then. So yes, we expect to close on $575, but costs could vary a little bit between now and then. So there's no trigger that says up or down or anything to that nature.

[Stephen Robert Powers, analyst]

Great. Okay. And then I guess maybe David, if you could clarify a little bit more, just kind of bridging the pro forma. I guess another way to cut it. Like what is the EBITDA base of the businesses that remain for sale? Like what is that EBITDA base from the perspective of a future buyer, number one? And then I guess netted against that, what's the stranded corporate cost assumption that you've embedded here? I mean a little hard time parsing that out from the numbers that have been provided.

[David Hass, executive]

Yes, understood. So the -- obviously, on the screen with that same slide that Derek was asking about, it's about a $95 million step down inside the residual assets not included with this transaction on an equivalent kind of guide apples-for-apples like value is about USD 40 million local currency here. And then there's about $2 million of stranded North American overhead that gets shipped overseas basically, if you will, as support cost that comes back and increases the overall Corp value to about $35.5 million. And so that's kind of the bucket, if you will, of the money where we're trying to seek the optimization across 24.

[Stephen Robert Powers, analyst]

Okay. Okay. I got it. From an apples-to-apples basis, you've got about a $40 million EBITDA base that remains for sale.

[David Hass, executive]

That's correct. Yes. And again, we are in active processes to monetize those additional transactions of those entities. But today, obviously, we wanted to talk about the primary and the first transaction that is a major benefit for us to begin the focus here domestically.

[Operator]

Your next question comes from Andrea Teixeira, JPMorgan.

[Andrea Teixeira, analyst]

So congrats on the transaction. And I had congratulated you on your retirement. So here it goes again.

[Thomas Harrington, executive]

Thank you. You said nice things about me, I remember.

[Andrea Teixeira, analyst]

Yes. So I have 2 questions. First, on the deal. And if we step back, Tom, on this divestiture, you talked about strategic options for you now as you had been. Now you're going to be able to focus in the U.S. Can you think about like potentially bigger transaction -- transformational transactions as you had attempted in the past, obviously, with your largest competitor. Is there like this obviously puts you in a completely different position from a capital structure perspective? You're going to have excess cash, no leverage. You're going to have, obviously, additional free cash. I mean, just a very little impact on your free cash flow. So from an LBO perspective or anything you can think of, like I was just hoping to see if you -- where could this company take in terms of like next steps from a strategic perspective?And then second, on the underlying business for -- there are a couple of things that I wanted to clarify. One is the Water Direct Exchange. Can you talk a bit more about the composition of the top line? I know this is something that investors in CPG have been asking throughout like in terms of volume customers and pricing within the third quarter growth? And also, I mean, I know in the dispensers, you had a very tough comparison in the quarter. I think you were shipping ahead of consumption, ahead of the price increase last year. But just like a little bit of color there, if you're seeing anything as it relates to any deceleration or anything that we should be aware of?

[Thomas Harrington, executive]

Yes. We'll see if I -- we'll get through this. So let's talk about our capital deployment strategy, right, which I think is important. As we see it today, we will invest in growth in North America, right? So that's the organic triggers digital capabilities as well as investments against high profit-generating projects. And that would be some of the plants that we've discussed in the past. As an example, continued development on our digital capabilities, so to support the growth of the top line from an organic perspective. We are focused on deleverage, so we will reduce the cash flow revolver to 0 at the time of closing, which will get us in a position that we could maintain a 2.5x leverage go forward on for the foreseeable future, that is our intended path.We have the ability with -- because we have a robust pipeline of -- think of it as Water Direct M&A tuck-ins that we will invest energy there because they remain highly synergistic and help us build both EBITDA, but certainly EBITDA margins as we leverage that -- those incremental customers and in revenue through inside the markets where we execute those. So that will be a primary focus of ours. And of course, we've referenced share repurchase as part of our go-forward capital deployment strategy. We don't see anything transformative on the near-term horizon. We will look at what I'll call water adjacencies. So are there other highly profitable areas that fit in water because we're a water company that we will consider. There's nothing imminent or actionable there, but this gives us the ability to further pursue adjacencies that fit with our model. And that at the end of the day, would inure to our shareholders' benefit.So that's the capital deployment, our current view of how we'll use cash and responsive to your question about the biggest customer. I'll skip the revenue. I'll leave that one for David, but I'll just touch base briefly on your dispensary question. Yes, we had a big comp. We were able to sell through roughly 252,000 dispensers. We're confident in our ability to get to approximately $1 million this year, importantly, $1 million of sell-through in 2023. Importantly, we're very focused on brick-and-mortar as opposed to e-commerce. And part of our cycle or the comp we have is because of some activities we did a year ago in e-commerce. But we've really shifted to be focused on that brick-and-mortar because we have a clear line of sight to the connectivity. When I sell a dispenser a large retailer, I can see it translate into an exchange sale. It's much harder for us to see that benefit in e-commerce.So I think some of the future work that the team will have to do is how do we improve that visibility on e-commerce. We're not there today and shift our real focus to how do we sell more in big box retailers and all of our customers where we enjoy a relationship where they sell dispensers. So hopefully, that clarifies that a bit. And then I'll flip your revenue question or component questions over to David.

[David Hass, executive]

Yes. Andrea, within the quarter itself, again, focused on the North America side as that's our go-forward business. We had a positive volume contribution of close to 1% with the balance being pricing. And so that obviously shows a sequencing that is how we had articulated the pacing would undergo throughout the calendar year and that came true within Water Direct and Exchange being about 1 point of volume in the balance being priced.

[Operator]

Your next question comes from Daniel Moore, BJS Securities.

[Dan Moore, analyst]

Thank you. Good morning, Tom and David and Tom, thank you again, best of luck. I think you left this company with an exceptional collection of assets for poised for growth going forward. Absolutely. I wanted to -- I was going to say, don't let the door hit you, but I didn't want to say that, so. If it was in the presentation and I missed it, please let me know. But is there any tax leakage of the $575 million? And I'm assuming there's no regulatory hurdles that you're particularly concerned with given the short window in which you expect to close?

[Thomas Harrington, executive]

Yes. We obviously have to get through some regulatory hurdles, but Culligan believes they'll get through those. And you can see it's a pretty quick close. So we think there are no guarantees. But our view is -- Culligan's view is we'll get through any of those in normal course over the next several weeks, next -- whatever that's 2 months then.

[David Hass, executive]

Yes. And Dan, on the tax side, we're estimating some minimal leakage. We don't believe that will actually end up becoming true, but just for conservatism and kind of how we're looking to deploy capital, we're reserving a little bit sort of sub $10 million on that. But we'll circle back, obviously, upon close with the final outcome.

[Dan Moore, analyst]

Perfect. And then as it relates to the multiple you received from Culligan, Tom, when you think about the assets that you're selling relative to the assets that remain. Any discernible differences. In other words, obviously, Culligan will probably generate some pretty reasonable synergies on their side and that's embedded in the multiple, but anything else that would explain the sort of discrepancy between the sale price versus where Primo is trading?

[Thomas Harrington, executive]

Yes. The Colligan deal stands on its own for what it is and the value that they were willing to pay for us for, in many cases, overlapping assets. So that's that. And I don't want to get -- we're in processes and starting processes and don't really want to get into a public discussion about what multiple we might not get for those remaining assets because it will all be different. So I think it would be wise to not disclose any of that will hurt our ability to maximize value, frankly, over the long haul on those assets.

[David Hass, executive]

Yes. And I think as communicated, the ability with just this transaction to eliminate the revolver with just this transaction to increase the share repurchase by $25 million. Obviously, we'll have additional communications as those transact about next set or next use of proceeds. But we're pretty pleased that with just this transaction, we can be that impactful to sort of our leverage and our cash flow, so.

[Dan Moore, analyst]

Perfect. And the last one, while I can get one more crack at you, Tom. Route density, obviously, a big focus and kind of reached peak levels not peak, but in record levels this quarter. Excluding further price increases, how much room is there in your mind to continue to improve route density from current these kind of current levels we saw in Q3?

[Thomas Harrington, executive]

Yes. Dan, if you look at the numbers we've put out there, it runs in the order of 3% to 4% on a quarter-over-quarter. So I don't think we finished. It does absolutely have to do with customer density. So as we -- one of the things we benefit from our Costco relationship is we bring in customers over those same routes. So as you reduce miles and you have more customers and a smaller geographic footprint, we'll deliver more on a daily basis of that footprint. And then it's also an important component of our M&A tuck-in strategy. As you buy businesses and overlapping geographies, we will continue to benefit from the leverage that they provide us in terms of route density.

[Operator]

Your next question comes from John Zamparo, CIBC.

[John Zamparo, analyst]

Tom, I know your ears are already burning, but I'll echo my congratulations on your career in transition as well. It's been a pleasure.

[Thomas Harrington, executive]

Thanks, John. I appreciate it.

[John Zamparo, analyst]

^ My first question is on the M&A market. And I wonder what you've seen here. Are there more opportunities now relative to years past given private equity might be pulling back in the environment of higher for longer? Is that one of the reasons that you might want to accelerate to tuck-in deals?

[Thomas Harrington, executive]

Well, I think there's -- you may recall last year when we gave our guide of tuck-ins of $20 million to $30 million, we were purposeful about lack of clarity about the revenue performance of some of those tuck-ins and that we articulated we wanted to be cautious because many times, we pay a multiple of revenue, and we wanted to make sure that any price increases, they took stock. And secondly, that we talked about the impact of high fuel prices on small operated. So we think that was a prudent decision in that as we stand here today, we have as robust a pipeline as we've had in maybe as long as I can remember doing this, right?So it is an actionable '24-'25 pipeline of activities that we have to be thoughtful about timing of when we do them so we can execute properly. That's the company's job, but it's a robust platform. So I think it's the market conditions that are [ moving ] to our benefit. And we continue to kind of be the leader in this space in terms of our ability to execute in Water Direct.

[David Hass, executive]

Yes. And I think, John, the one thing I'd pile on there is because of Primo's scale domestically and our branch network, we really don't bump up against private equity, where a single transaction would benefit them none in creating or starting a platform, if you will. So we would have the ability to compete at any level really because of the ability to synergize those down quickly within our network itself. And so I feel pretty fortunate that, that's our pipeline and its ability to sort of tuck in very smoothly.

[John Zamparo, analyst]

Right. Understood. Okay. That's helpful. And then my follow-up is on pricing. And specifically, you've demonstrated some real pricing power over the past couple of years. I wonder how you're thinking about pricing for '24. Do you have anything planned at the moment? Does it depend on your outlook for costs? Have you seen pushback on pricing subsequent to Q3?

[Thomas Harrington, executive]

Yes, fair question, John. I think in my prepare remarks, we talk about our retention rate on the Water Direct business at 86%, which was a slight uptick from prior quarter. That's a pretty good indication of our ability and the customers' reaction to pricing. So we haven't -- pretty elastic. We would currently in '24, look at normal course pricing, right? So we don't currently see the need for accelerated pricing based on where inflation appears to be settling in. But we've always reserved the right if that number moves, and we'll get ahead of it. And then we certainly watch fuel pricing on a daily basis. And if that ticks the other way, we'll take an action.And I think the last 2.5 years or so would indicate that the customer base is stable. We're able to drive the pricing through. It does offset inflation, and we've been able to add to our margins as a result of those actions over the course of, I don't know, 15 a dozen quarters, right, that we've been doing.

[Operator]

Your next question comes from Pavel Molchanov, Raymond James.

[Pavel Molchanov, analyst]

Yes. Kind of back on the M&A topic. The fact that you have not been particularly active with roll-off activity over the past 12 months. Is that because you've been kind of reluctant to take on more debt while you are above the leverage targets?

[Thomas Harrington, executive]

No, we funded out of free cash flow, and that has not been the driver. It was more strategically, obviously, debt is strategic and our long-term target where we said we wanted to get under 3 in 2023. We did it a quarter early, we're 2.91 at the end of Q3, a clear line of sight to 2.5 as normal course. So I don't want to diminish how important it is. But it was really more about market conditions largely driven by inflation, largely driven within the fuel cost and how that we believe would wear on the smaller target or the direct operators, and I believe that's now become true based on our pipeline.

[David Hass, executive]

Yes. And I think, Pavel, we've been able to buy the right targets at the right price this year. And then obviously, within the quarter alone, still reduced the revolving loan by $76 million. So it's not been an either/or to date, it's been about the right target, the right geography, the right ability to synergize it down for value. But again, we're, of course, excited about the cash-generative opportunity of the new business, that seems to match well heading into '24 with the pipeline that built across for us to execute against next year. So I think it's maybe reversing your question a little bit. We're pretty excited about where we can go with tuck-ins next year.

[Pavel Molchanov, analyst]

And now that you will be a North American pure play. Are there any particular states or Canadian provinces where you have not historically perhaps accessed, but are now going to try to penetrate?

[Thomas Harrington, executive]

Yes. Our first course is, I'll call it, Pavel, overlapping because they are the most synergistic to us. So Greenfield has historically not been an area we've invested energy on tuck-ins. What we will do, though, is begin to think about what are those water adjacency that makes sense for us. So that would be to the right of center, but it's something that this company needs to think about longer term about what are the things we could do, of course, we will be in a position to do that, that makes sense for the company and its shareholders.

[Operator]

There are no further questions at this time. I will now turn it back to Jon Kathol for closing remarks.

[Jon Kathol, executive]

Thanks, Chris. This concludes Primo Water's Third Quarter Results Call. Thank you all for attending.

[Operator]

Thank you. Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines.