Discontinued Operations

9 Months Ended

Sep. 26, 2020

Discontinued Operations and Disposal Groups [Abstract]

On February 28, 2020, the Company completed the sale of S&D to Westrock Coffee Company, LLC, a Delaware limited liability company (“Westrock”), pursuant to which Westrock acquired all of the issued and outstanding equity of S&D from the Company (“S&D Divestiture”). The consideration was $405.0 million paid at closing in cash, with customary post-closing working capital adjustments, which were resolved in June 2020 by payment of $1.5 million from the Company to Westrock.

The Company used the proceeds of the S&D Divestiture to finance a portion of the Legacy Primo Acquisition. See Note 5 to the Consolidated Financial Statements for additional information on the Legacy Primo Acquisition.

The major components of net (loss) income from discontinued operations, net of income taxes in the accompanying Consolidated Statements of Operations include the following:


	For the Three Months Ended				For the Nine Months Ended
(in millions of U.S. dollars)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Revenue, net 1	$	—	$	145.4	$	97.1	$	443.4
Cost of sales	—		105.5		71.1		322.2
Operating income (loss) from discontinued operations	—		3.2		(0.5)		9.7
(Loss) gain on sale of discontinued operations	(0.4)		—		54.5		—
Net (loss) income from discontinued operations, before income taxes	(0.4)		3.2		53.9		9.6
Income tax (benefit) expense 2	(0.1)		0.4		27.6		2.1
Net (loss) income from discontinued operations, net of income taxes	$	(0.3)	$	2.8	$	26.3	$	7.5

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1 Includes related party sales to continuing operations of $1.0 million for the nine months ended September 26, 2020, and $1.4 million and $4.5 million for the three and nine months ended September 28, 2019, respectively.

2 The S&D Divestiture resulted in tax expense on the gain on sale of $27.9 million and will utilize a significant portion of the existing U.S. net operating loss carry-forwards.