Common Shares and Net Income (Loss) per Common Share

3 Months Ended

Mar. 28, 2020

Common Shares and Net Income (Loss) per Common Share

Common Shares

On December 11, 2019, our Board of Directors approved a share repurchase program for up to $50.0 million of our outstanding common shares over a 12-month period commencing on December 16, 2019 (the “Repurchase Plan”). For the three months ended March 28, 2020, we repurchased 2,316,835 common shares for $25.0 million through open market transactions under the Repurchase Plan. Shares purchased under the Repurchase Plan were subsequently canceled. There can be no assurance as to the precise number of shares, if any, that will be repurchased under the Repurchase Plan in the future, or the aggregate dollar amount of shares to be purchased in future periods. We may discontinue purchases at any time, subject to compliance with applicable regulatory requirements.

On March 2, 2020, the Company completed the Legacy Primo Acquisition, with the fair value of the 26,497,015 common shares issued at $14.25 per share to holders of Legacy Primo (see Note 5 to the Consolidated Financial Statements).

Net Income (Loss) per Common Share

Basic net income (loss) per common share is calculated by dividing net income (loss) attributable to Primo Water Corporation by the weighted average number of common shares outstanding during the periods presented. Diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to Primo Water Corporation by the weighted average number of common shares outstanding adjusted to include the effect, if dilutive, of the exercise of in-the-money stock options, performance-based RSUs, and time-based RSUs during the periods presented. Set forth below is a reconciliation of the numerator and denominator for the diluted net income (loss) per common share computations for the periods indicated:


	For the Three Months Ended
	March 28, 2020		March 30, 2019
Numerator (in millions of U.S. dollars):
Net loss from continuing operations	$	(27.4)	$	(22.7)
Net income from discontinued operations	30.9		3.0
Net income (loss)	3.5		(19.7)
Basic Earnings Per Share
Denominator (in thousands):
Weighted average common shares outstanding - basic	141,139		135,948
Basic Earnings Per Share:
Continuing operations	(0.19)		(0.17)
Discontinued operations	0.22		0.03
Net income (loss)	0.02		(0.14)
Diluted Earnings Per Share
Denominator (in thousands):
Weighted average common shares outstanding - basic	141,139		135,948
Dilutive effect of Stock Options	—		—
Dilutive effect of Performance-based RSUs	—		—
Dilutive effect of Time-based RSUs	—		—
Weighted average common shares outstanding - diluted	141,139		135,948
Diluted Earnings Per Share:
Continuing operations	(0.19)		(0.17)
Discontinued operations	0.22		0.03
Net income (loss)	0.02		(0.14)

The following table summarizes anti-dilutive securities excluded from the computation of diluted net income (loss) per common share for the periods indicated:


	For the Three Months Ended
(in thousands)	March 28, 2020	March 30, 2019
Stock Options	6,477	5,378
Performance-based RSUs ¹	750	1,252
Time-based RSUs	557	374

______________________

1 Performance-based RSUs represent the number of shares expected to be issued based primarily on the estimated achievement of cumulative pre-tax income targets for these awards.