Common Shares and Net (Loss) Income per Common Share

12 Months Ended

Jan. 02, 2021

Common Shares and Net (Loss) Income per Common Share

Common Shares

On May 1, 2018, our Board of Directors approved a share repurchase program for up to $50.0 million of Primo's outstanding shares over a 12-month period commencing on May 7, 2018 (the “Initial Repurchase Plan”). Since that date, for the year ended December 29, 2018, we repurchased 2,973,282 common shares for approximately $46.0 million through open market transactions under the Initial Repurchase Plan. Shares purchased under the Initial Repurchase Plan were subsequently canceled.

On December 11, 2018, our Board of Directors approved a share repurchase program for up to $50.0 million of Primo ’s outstanding common shares over a 12-month period commencing on December 14, 2018 (the “Second Repurchase Plan”). Since that date, for the years ended December 28, 2019 and December 29, 2018, we repurchased 2,006,789 and 1,590,088 common shares for approximately $27.8 million and $22.2 million, respectively, through open market transactions under the Second Repurchase Plan. Shares purchased under the Second Repurchase Plan were subsequently canceled. During the second quarter of 2019, we utilized all funds under the Second Repurchase Plan.

On December 11, 2019, our Board of Directors approved a new share repurchase program for up to $50.0 million of Primo’s outstanding common shares over a 12-month period (the “New Repurchase Plan”). We made no repurchases of our common shares under the New Repurchase Plan for the year ended December 28, 2019. For the year ended January 2, 2021, we repurchased 2,316,835 common shares for $25.0 million through open market transactions under the New Repurchase Plan. Shares purchased under the New Repurchase Plan were subsequently canceled. The New Repurchase Plan expired on December 15, 2020 and no further purchases will be made under such plan.

On March 2, 2020, the Company completed the Legacy Primo Acquisition, with 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 (Loss) Income Per Common Share

Basic net (loss) income per common share is calculated by dividing net (loss) income attributable to Primo Water Corporation by the weighted average number of common shares outstanding during the periods presented. Diluted net (loss) income per common share is calculated by dividing diluted net (loss) income 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 (loss) income per common share computations for the periods indicated:


	For the Year Ended
	January 2, 2021		December 28, 2019		December 29, 2018
Numerator (in millions):
Net (loss) income attributable to Primo Water Corporation
Continuing operations	$	(156.8)	$	(10.8)	$	15.4
Discontinued operations	25.1		13.7		367.5
Net (loss) income	(131.7)		2.9		382.9
Basic Earnings Per Share
Denominator (in thousands):
Weighted average common shares outstanding - basic	155,446		135,224		139,097
Basic Earnings Per Share:
Continuing operations	(1.01)		(0.08)		0.11
Discontinued operations	0.16		0.10		2.64
Net (loss) income	(0.85)		0.02		2.75
Diluted Earnings Per Share
Denominator (in thousands):
Weighted average common shares outstanding - basic	155,446		135,224		139,097
Dilutive effect of Stock Options	—		—		1,199
Dilutive effect of Performance based RSUs	—		—		900
Dilutive effect of Time-based RSUs	—		—		240
Weighted average common shares outstanding - diluted	155,446		135,224		141,436
Diluted Earnings Per Share:
Continued operations	(1.01)		(0.08)		0.11
Discontinued operations	0.16		0.10		2.60
Net (loss) income	(0.85)		0.02		2.71

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


	For the Year Ended
(in thousands)	January 2, 2021	December 28, 2019	December 29, 2018
Stock options	7,270	6,493	2,095
Performance-based RSUs 1	1,185	1,594	564
Time-based RSUs 2	548	397	148

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

2 Time-based RSUs represent the number of shares expected to be issued based on known employee retention information.