Note 4—Acquisitions

S&D Acquisition

On August 11, 2016, the Company acquired S. & D. Coffee, Inc. (“S&D”), a premium coffee roaster and provider of customized coffee, tea and extract solutions pursuant to a Stock and Membership Interest Purchase Agreement dated August 3, 2016 (the “S&D Acquisition”). The purchase price consideration of $353.6 million was allocated to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. Measurement period adjustments recorded during the nine months ended September 30, 2017 included adjustments to property, plant & equipment and a related adjustment to deferred taxes based on the results of the validation procedures performed as well as an adjustment to income taxes payable existing at the acquisition date. The measurement period adjustments did not have a material effect on our results of operations in prior periods.

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


(in millions of U.S. dollars)	Originally Reported			Measurement Period Adjustments			Acquired Value
Cash	$	1.7		$	—		$	1.7
Accounts receivable		51.4			—			51.4
Inventory		62.5			—			62.5
Prepaid expenses and other assets		2.3			—			2.3
Property, plant & equipment		92.9			(0.7	)		92.2
Goodwill		117.1			0.7			117.8
Intangible assets		119.0			—			119.0
Other assets		2.2			—			2.2
Accounts payable and accrued liabilities		(46.7	)		(0.2	)		(46.9	)
Deferred tax liabilities		(43.3	)		0.2			(43.1	)
Other long-term liabilities		(5.5	)		—			(5.5	)

Total	$	353.6		$	—		$	353.6

Eden Acquisition

On August 2, 2016, the Company acquired Eden Springs Europe B.V., a leading provider of water and coffee solutions in Europe (“Eden”), pursuant to a Share Purchase Agreement dated June 7, 2016 (the “Eden Acquisition”). The purchase price consideration of €515.9 million (U.S. $576.3 million at the exchange rate in effect on the acquisition date), was allocated to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. Measurement period adjustments recorded during the nine months ended September 30, 2017 included adjustments to property, plant & equipment and a related adjustment to deferred taxes based on the results of the validation procedures performed, adjustments to accounts receivable, intangible assets and accrued liabilities based on a final review of fair values, and an adjustment to other long-term liabilities based on a final analysis of certain tax positions. The measurement period adjustments did not have a material effect on our results of operations in prior periods.


(in millions of U.S. dollars)	Originally Reported			Measurement Period Adjustments			Acquired Value
Cash & cash equivalents	$	19.6		$	—		$	19.6
Accounts receivable		95.4			(1.0	)		94.4
Inventories		17.7			—			17.7
Prepaid expenses and other current assets		6.2			—			6.2
Property, plant & equipment		107.1			(8.2	)		98.9
Goodwill		299.7			0.1			299.8
Intangible assets		213.2			(0.7	)		212.5
Other assets		2.8			—			2.8
Deferred tax assets		19.5			—			19.5
Current maturities of long-term debt		(2.7	)		—			(2.7	)
Accounts payable and accrued liabilities		(128.3	)		(0.5	)		(128.8	)
Long-term debt		(3.1	)		—			(3.1	)
Deferred tax liabilities		(49.5	)		3.5			(46.0	)
Other long-term liabilities		(21.3	)		6.8			(14.5	)

Total	$	576.3		$	—		$	576.3

Supplemental Pro Forma Data (unaudited)

The following unaudited pro forma financial information for the three and nine months ended October 1, 2016, represent the combined results of operations as if the S&D Acquisition and Eden Acquisition had occurred on January 4, 2015. Unaudited pro forma consolidated results of operations for the acquisition of Aquaterra Corporation (“Aquaterra”) in January 2016 were not included in the combined results of our operations for the three and nine months ended October 1, 2016 because the Company determined they were immaterial. The unaudited pro forma financial information results reflect certain adjustments related to these acquisitions such as increased amortization expense on acquired intangible assets resulting from the preliminary fair valuation of assets acquired. 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.


(in millions of U.S. dollars, except per share amounts)	For the Three Months Ended October 1, 2016		For the Nine Months Ended October 1, 2016
Revenue	$	588.6	$	1,664.3
Net income from continuing operations		12.8		18.0
Net income attributable to Cott Corporation		13.9		23.4
Net income per common share from continuing operations	$	0.08	$	0.13
Net income per common share attributable to Cott Corporation, diluted	$	0.09	$	0.17