Acquisitions - (Tables)

9 Months Ended

Sep. 26, 2020

Schedule of Total Cash and Stock Consideration Paid

The total cash and stock consideration paid by us in the Legacy Primo Acquisition is summarized below:


(in millions of U.S. dollars, except share and per share amounts)
Fair value of common shares issued to holders of Legacy Primo common stock (26,497,015 shares issued at $14.25 per share)	$	377.6
Cash to holders of Legacy Primo common stock	216.1
Cash paid to retire outstanding indebtedness on behalf of Legacy Primo	196.9
Settlement of pre-existing relationship	4.7
Fair value of replacement common share options and restricted stock units for Legacy Primo awards	2.9
Total consideration	$	798.2

Allocation of Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed

The table below summarizes the originally reported estimated acquisition date fair values, measurement period adjustments recorded and the preliminary purchase price allocation of the assets acquired and the liabilities assumed:


(in millions of U.S. dollars)	Originally Reported		Measurement Period Adjustments		Acquired Value
Cash and cash equivalents	$	1.3	$	—	$	1.3
Accounts receivable	21.9		—		21.9
Inventory	12.7		6.0		18.7
Prepaid expenses and other current assets	4.3		1.4		5.7
Property, plant and equipment	119.0		(11.8)		107.2
Operating lease right-of-use-assets	4.9		(0.9)		4.0
Goodwill	337.4		(38.9)		298.5
Intangible assets	361.3		60.3		421.6
Other assets	3.9		(3.4)		0.5
Current maturities of long-term debt	(2.2)		—		(2.2)
Accounts payable and accrued liabilities	(41.6)		(0.4)		(42.0)
Current operating lease obligations	(1.8)		—		(1.8)
Long-term debt	(5.8)		0.5		(5.3)
Operating lease obligations	(3.1)		0.9		(2.2)
Deferred tax liabilities	(11.7)		(14.1)		(25.8)
Other long-term liabilities	(2.3)		0.4		(1.9)
Total	$	798.2	$	—	$	798.2

Schedule of Finite-Lived Intangible Assets Acquired

The following table sets forth the components of identified intangible assets associated with the Legacy Primo Acquisition and their estimated weighted average useful lives:


(in millions of U.S. dollars)	Estimated Fair Market Value		Estimated Useful Life
Customer relationships	$	245.2	26 years
Trade names	174.9		Indefinite
Software	1.5		3 years
Total	$	421.6

Schedule of Indefinite-lived Intangible Assets Acquired

The following table sets forth the components of identified intangible assets associated with the Legacy Primo Acquisition and their estimated weighted average useful lives:


(in millions of U.S. dollars)	Estimated Fair Market Value		Estimated Useful Life
Customer relationships	$	245.2	26 years
Trade names	174.9		Indefinite
Software	1.5		3 years
Total	$	421.6

Schedule of Pro Forma Financial Information

The following unaudited pro forma financial information for the three and nine months ended September 26, 2020 and September 28, 2019, respectively, represent the combined results of our operations as if the Legacy Primo Acquisition had occurred on December 30, 2018.


	For the Three Months Ended				For the Nine Months Ended
(in millions of U.S. dollars, except per share amounts)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Revenue	$	517.5	$	546.0	$	1,489.0	$	1,556.3
Net income (loss) from continuing operations	$	22.3	$	12.6	$	(118.7)	$	(18.3)
Net income (loss)	$	22.0	$	15.4	$	(92.4)	$	(10.8)
Net income (loss) per common share from continuing operations, diluted	$	0.14	$	0.08	$	(0.77)	$	(0.11)
Net income (loss) per common share, diluted	$	0.14	$	0.09	$	(0.60)	$	(0.07)