Acquisitions - (Tables)

12 Months Ended

Jan. 01, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Total 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 presents the preliminary total cash consideration allocation of the estimated acquisition date fair values of the assets acquired and liabilities assumed:

(in millions of U.S. dollars)	Acquired Value
Cash and cash equivalents	$	6.8
Accounts receivable	1.3
Inventory	0.1
Prepaid expenses and other current assets	0.2
Property, plant and equipment	21.7
Operating lease right-of-use-assets	0.4
Goodwill	38.1
Intangible assets	20.0
Current maturities of long-term debt	(1.6)
Accounts payable and accrued liabilities	(9.9)
Current operating lease obligations	(0.4)
Long-term debt	(17.7)
Deferred tax liabilities	(5.9)
Total	$	53.1

The table below summarizes the originally reported estimated acquisition date fair values, measurement period adjustments recorded and the 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	21.6		—		$	21.6
Inventory	18.4		—		$	18.4
Prepaid expenses and other current assets	5.3		—		$	5.3
Property, plant and equipment	107.8		—		$	107.8
Operating lease right-of-use-assets	4.3		—		$	4.3
Goodwill	301.2		1.3		$	302.5
Intangible assets	421.6		—		$	421.6
Other assets	0.4		—		$	0.4
Current maturities of long-term debt	(2.3)		—		$	(2.3)
Accounts payable and accrued liabilities	(42.0)		(0.2)		$	(42.2)
Current operating lease obligations	(1.4)		—		$	(1.4)
Long-term debt	(5.6)		—		$	(5.6)
Operating lease obligations	(3.0)		—		$	(3.0)
Deferred tax liabilities	(27.6)		(1.1)		$	(28.7)
Other long-term liabilities	(1.8)		—		$	(1.8)
Total	$	798.2	$	—	$	798.2

Components of Identified Intangible Assets and Estimated Weighted Average Useful Lives

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

(in millions of U.S. dollars)	Estimated Fair Market Value		Estimated Useful Life
Customer relationships	$	11.5	19 years
Trade names	8.3		Indefinite
Software	0.2		3 years
Total	$	20.0

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 SipWell Acquisition and their estimated weighted average useful lives:

(in millions of U.S. dollars)	Estimated Fair Market Value		Estimated Useful Life
Customer relationships	$	11.5	19 years
Trade names	8.3		Indefinite
Software	0.2		3 years
Total	$	20.0

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 unaudited pro forma financial information does not necessarily reflect the results of operations that would have occurred had we operated as a single entity during such periods. Unaudited pro forma consolidated results of operations for the SipWell Acquisition were not included in the combined results of our operations for the year ended January 2, 2021 as the Company determined they were immaterial.

	For the Year Ended
(in millions of U.S. dollars, except per share amounts)	January 2, 2021		December 28, 2019
Revenue	$	1,993.3	$	2,064.5
Net loss from continuing operations	$	(136.3)	$	(20.5)
Net loss	$	(111.2)	$	(6.8)
Net loss per common share from continuing operations, diluted	$	(0.88)	$	(0.13)
Net loss per common share, diluted	$	(0.72)	$	(0.04)