The accompanying notes are an integral part of these consolidated financial statements.
The accompanying
notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
Notes to the Consolidated Financial Statements
Unaudited
Note 1 Business and
Recent Accounting Pronouncements
Description of Business
As used herein, Cott, the Company, our Company, Cott Corporation, we,
us, or our refers to Cott Corporation, together with its consolidated subsidiaries. Cott is a diversified beverage company with a leading volume-based national presence in the North America and European home and office
delivery (HOD) industry for bottled water, a leader in custom coffee roasting and blending of iced tea for the U.S. foodservice industry, and one of the worlds largest producers of beverages on behalf of retailers, brand owners and
distributors. Our platform reaches over 2.3 million customers or delivery points across North America and Europe supported by strategically located sales and distribution facilities and fleets, as well as wholesalers and distributors. This
enables us to efficiently service residences, businesses, restaurant chains, hotels and motels, small and large retailers, and healthcare facilities.
During the third quarter of 2016, we completed the S&D Acquisition and the Eden Acquisition (as each term is defined below). These
businesses were added to our existing DSS reporting segment, which was renamed Water & Coffee Solutions to reflect the increased scope of our offering. Other than the change in name, there was no impact on prior period results for
this reporting segment. The Water & Coffee Solutions reporting segment produces a product category consisting primarily of HOD bottled water, coffees, teas and filtration services.
Basis of Presentation
The accompanying
interim unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and in accordance with U.S. generally accepted accounting principles (GAAP) for
interim financial reporting. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of our results of operations for the interim periods reported and of our financial
condition as of the date of the interim balance sheet have been included. The consolidated balance sheet as of January 2, 2016 included herein was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K
for the fiscal year ended January 2, 2016 (2015 Annual Report). This Quarterly Report on Form 10-Q should be read in conjunction with the annual audited consolidated financial statements and accompanying notes in our 2015 Annual Report.
The accounting policies used in these interim consolidated financial statements are consistent with those used in the annual consolidated financial statements.
The presentation of these interim consolidated financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.
Significant Accounting Policies
Included in Note 1 of the 2015 Annual Report is a summary of the Companys significant accounting policies. Additional accounting policies
that are significant to the financial results of the Company are provided below.
Cost of sales
We record costs associated with the manufacturing of our products in costs of sales. Shipping and handling costs incurred to store, prepare and
move products between production facilities or from production facilities to branch locations or storage facilities are recorded in cost of sales. Costs incurred in shipment of products from our production facilities to customer locations are also
reflected in cost of sales, with the exception of shipping and handling costs incurred to deliver products from our Water & Coffee Solutions reporting segment branch locations to the end-user consumer of those products which are recorded in
selling, general and administrative (SG&A) expenses. These shipping and handling costs were $92.4 million and $240.3 million for the three and nine months ended October 1, 2016 and $72.8 million and $207.5 million for the three and
nine months ended October 3, 2015, respectively. Finished goods inventory costs include the cost of direct labor and materials and the applicable share of overhead expense chargeable to production.
Recently Issued Accounting Pronouncements
Changes to GAAP are established by the Financial Accounting Standards Board (FASB) in the form of Accounting Standards Updates
(ASUs) or the issuance of new standards to the FASBs Accounting Standards Codification (ASC). The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be
either not applicable or are expected to have minimal impact on these consolidated financial statements.
8
Update ASU 2014-09 Revenue from Contracts with Customers (Topic 606)
In May 2014, the FASB amended its guidance regarding revenue recognition and created a new Topic 606, Revenue from Contracts with Customers.
The objectives for creating Topic 606 were to remove inconsistencies and weaknesses in revenue recognition, provide a more robust framework for addressing revenue issues, provide more useful information to users of the financial statements through
improved disclosure requirements, simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer, and improve comparability of revenue recognition practices across entities, industries,
jurisdictions and capital markets. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. To achieve the core principle, an entity should apply the following steps: 1) identify the contract(s) with a customer; 2) identify the performance obligations in the contract; 3)
determine the transaction price; 4) allocate the transaction price to the performance obligations in the contract; and 5) recognize revenue when (or as) the entity satisfies a performance obligation. For public entities, the amendments are effective
for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The amendments may be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative
effect of initially applying the amendment recognized at the date of initial application. We are currently assessing the impact of adoption of this standard on our consolidated financial statements.
Update ASU 2016-02 Leases (Topic 842)
In February 2016, the FASB issued an update to its guidance on lease accounting. This update revises accounting for operating leases by a
lessee, among other changes, and requires a lessee to recognize a liability to make lease payments and an asset representing its right to use the underlying asset for the lease term in the balance sheet. The distinction between finance and operating
leases has not changed and the update does not significantly change the effect of finance and operating leases on the consolidated statements of operations and the consolidated statements of cash flows. Additionally, this update requires both
qualitative and specific quantitative disclosures. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption
permitted. At adoption, this update will be applied using a modified retrospective approach. We are currently assessing the impact of adoption of this standard on our consolidated financial statements.
Update ASU 2016-09 CompensationStock Compensation (Topic 718)
In March 2016, the FASB amended its guidance to simplify several areas of accounting for share-based compensation arrangements. The amendments
in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the consolidated statements of cash flows, an accounting policy election for forfeitures, the amount an
employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the consolidated statements of cash flows. The amendments in this update are effective for fiscal years beginning
after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. This guidance will be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the
area covered in this update. We are currently assessing the impact of adoption of this standard on our consolidated financial statements.
Update ASU
2016-13 Financial Instruments Credit Losses (Topic 326)
In June 2016, the FASB amended its guidance to measure all
expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss
estimates. The amended guidance also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of
an entitys portfolio. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption will be permitted for fiscal years beginning after
December 15, 2018, including interim periods within those fiscal years. This guidance will be applied using a prospective or modified retrospective transition method, depending on the area covered in this update. We are currently assessing the
impact of adoption of this standard on our consolidated financial statements.
Update ASU 2016-15 Statement of Cash Flows (Topic 230)
In August 2016, the FASB issued an update to its guidance on the classification and presentation of certain cash receipts and cash payments in
the statement of cash flows. This update addresses specific issues including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in
relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned
9
and bank-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and
application of the predominance principle. The amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. This guidance will be
applied either prospectively or using a retrospective transition method, depending on the practicality of application. We are currently assessing the impact of adoption of this standard on our consolidated financial statements.
Note 2Acquisitions
S&D Acquisition
On August 11, 2016 (the S&D Acquisition Date), the Company acquired 100% of the outstanding stock of S&D Coffee Holding
Company (Holdings) and 100% of the outstanding membership interests of Arabica, L.L.C. (Arabica) pursuant to a Stock and Membership Interest Purchase Agreement dated August 3, 2016 (the S&D Acquisition).
Holdings is the parent company of S. & D. Coffee, Inc. (S&D), a premium coffee roaster and provider of customized coffee, tea and extract solutions, and Arabica owns real estate that it leases to S&D. The purchase price paid
by the Company in the S&D Acquisition was $354.1 million on a debt- and cash-free basis, subject to adjustments for closing date cash, working capital, indebtedness and certain expenses. The S&D Acquisition was funded through a combination
of incremental borrowings under the Companys asset-based lending facility (ABL facility) and proceeds from our June 2016 Offering (defined below).
The total consideration paid by us in the S&D Acquisition is summarized below:
|
|
|
|
|
(in millions of U.S. dollars)
|
|
|
|
Cash paid to sellers
|
|
$
|
232.1
|
|
Cash paid on behalf of sellers for sellers transaction expenses
|
|
|
84.2
|
|
Cash paid to retire outstanding debt on behalf of sellers
|
|
|
37.8
|
|
|
|
|
|
|
Total consideration
|
|
$
|
354.1
|
|
|
|
|
|
|
The S&D Acquisition supports the Companys strategy to become a more diversified beverage provider
across multiple channels and geographies, as well as expanding the Companys existing coffee and tea categories. The Company has accounted for this transaction as a business combination in accordance with authoritative accounting guidance.
The purchase price of $354.1 million was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of
the S&D Acquisition Date. A preliminary allocation of the purchase price has been made to major categories of assets and liabilities based on managements estimates. The table below presents the preliminary purchase price allocation of the
estimated acquisition date fair values of the assets acquired and the liabilities assumed:
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Acquired Value
|
|
Cash
|
|
$
|
1.7
|
|
Accounts receivable
|
|
|
49.8
|
|
Inventory
|
|
|
61.0
|
|
Prepaid expenses and other assets
|
|
|
2.3
|
|
Property, plant and equipment
|
|
|
94.6
|
|
Goodwill
|
|
|
127.5
|
|
Intangibles and other assets
|
|
|
114.1
|
|
Accounts payable and accrued liabilities
|
|
|
(44.9
|
)
|
Deferred tax liabilities
|
|
|
(51.5
|
)
|
Other long-term liabilities
|
|
|
(0.5
|
)
|
|
|
|
|
|
Total
|
|
$
|
354.1
|
|
|
|
|
|
|
10
The assets and liabilities acquired with the S&D Acquisition are recorded at their estimated
fair values per preliminary valuations and management estimates and are subject to change when formal valuations and other studies are finalized. Estimated fair values for deferred tax balances are preliminary and are also subject to change based on
the final valuation results. In addition, consideration for potential loss contingencies are still under review.
The amount of revenues
and net loss related to the S&D Acquisition included in the Companys consolidated statement of operations for the period from the S&D Acquisition Date through October 1, 2016 were $87.3 million and $0.4 million, respectively. During
the nine months ended October 1, 2016, the Company incurred $2.3 million of acquisition-related costs associated with the S&D Acquisition, which are included in acquisition and integration expenses in the consolidated statements of operations.
In connection with the S&D Acquisition, the Company granted 416,951 common shares to certain of our S&D employees which had an aggregate grant date fair value of approximately $7.1 million and fully vested upon issuance.
Intangible Assets
In our
preliminary determination of the fair value of the intangible assets, we considered, among other factors, the best use of acquired assets, analysis of historic financial performance and estimates of future performance of S&Ds products. The
estimated fair values of identified intangible assets were calculated using the income valuation approach and with consideration to market participant expectations and assumptions of S&D and Company management. The following table sets forth the
components of identified intangible assets associated with the S&D Acquisition and their estimated weighted average useful lives:
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Estimated Fair
Market Value
|
|
|
Weighted Average
Estimated
Useful Life
|
|
Customer relationships
|
|
$
|
108.9
|
|
|
|
17 years
|
|
Non-competition agreements
|
|
|
3.0
|
|
|
|
4 years
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
111.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships represent projected future revenue that will be derived from sales to existing
customers of S&D. Non-compete agreements represent the value derived from preventing S&D executives from entering into or starting a similar, competing business with S&D.
Goodwill
The principal
driver of the goodwill recognized in the acquisition was that the purchase price for the S&D Acquisition was based, in part, on cash flow projections that assume a reduction of administrative costs and the integration of acquired customers and
products into our existing operations. The cost savings and integration into our existing operations are of greater value to the Company than on a standalone basis. The goodwill recognized as part of the S&D Acquisition was allocated to the
Water & Coffee Solutions reporting segment, and is not expected to be tax deductible.
Eden Acquisition
On August 2, 2016 (the Eden Acquisition Date), the Company acquired the sole issued and outstanding share in the share capital of
Hydra Dutch Holdings 1 B.V., the indirect parent company of 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 paid by the Company was 517.9 million (U.S. $578.5 million at exchange rates in effect on the Eden Acquisition Date), which represented the 470.0 million stated purchase price, 17.5 million of
cash on hand, estimated working capital of 15.4 million, and other items of 15.0 million, paid at closing in cash. The purchase price is subject to adjustments for closing date cash, working capital, indebtedness and certain expenses.
The Company obtained committed financing to support the Eden Acquisition. The Eden Acquisition was ultimately funded through a combination of proceeds from the issuance of 450 million (U.S. $504.5 million at exchange rates in effect on October
1, 2016) of 5.50% senior notes due July 1, 2024 (2024 Notes) and cash on hand.
11
The total consideration paid by us in the Eden Acquisition is summarized below:
|
|
|
|
|
(in millions of U.S. dollars)
|
|
|
|
Cash paid to sellers
|
|
$
|
86.5
|
|
Cash paid on behalf of sellers to retire outstanding indebtedness
|
|
|
420.2
|
|
Cash paid to retire sellers financing payables, net
|
|
|
71.8
|
|
|
|
|
|
|
Total consideration
|
|
$
|
578.5
|
|
|
|
|
|
|
The Eden Acquisition supports the Companys strategy to become a more diversified beverage provider
across multiple channels and geographies, as well as the Companys continuing strategy to acquire higher margin HOD bottled water and coffee and tea categories. The Company has accounted for this transaction as a business combination in
accordance with authoritative accounting guidance.
The purchase price of $578.5 million was allocated to the assets acquired and
liabilities assumed based on their estimated fair values as of the Eden Acquisition Date. A preliminary allocation of the purchase price has been made to major categories of assets and liabilities based on managements estimates. The table
below presents the preliminary purchase price allocation of the estimated acquisition date fair values of the assets acquired and the liabilities assumed:
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Acquired Value
|
|
Cash
|
|
$
|
19.6
|
|
Accounts receivable
|
|
|
104.3
|
|
Inventories
|
|
|
23.7
|
|
Prepaid expenses and other current assets
|
|
|
7.3
|
|
Property, plant & equipment
|
|
|
98.4
|
|
Goodwill
|
|
|
277.2
|
|
Intangibles and other assets
|
|
|
227.2
|
|
Deferred tax assets
|
|
|
18.2
|
|
Current maturities of long-term debt
|
|
|
(2.7
|
)
|
Accounts payable and accrued liabilities
|
|
|
(129.5
|
)
|
Long-term debt
|
|
|
(3.1
|
)
|
Deferred tax liabilities
|
|
|
(55.1
|
)
|
Other long-term liabilities
|
|
|
(7.0
|
)
|
|
|
|
|
|
Total
|
|
$
|
578.5
|
|
|
|
|
|
|
The assets and liabilities acquired with the Eden Acquisition are recorded at their estimated fair values per
preliminary valuations and management estimates and are subject to change when formal valuations and other studies are finalized. Estimated fair values for deferred tax balances are preliminary and are also subject to change based on the final
valuation results. In addition, consideration for potential loss contingencies are still under review.
The amount of revenues and net
income related to the Eden Acquisition included in the Companys consolidated statements of operations for the period from the Eden Acquisition Date through October 1, 2016 were $69.9 million and $1.0 million, respectively. During the nine
months ended October 1, 2016, the Company incurred $11.4 million of acquisition-related costs associated with the Eden Acquisition, which are included in acquisition and integration expenses in the consolidated statements of operations.
Intangible Assets
In our
preliminary determination of the fair value of the intangible assets, we considered, among other factors, the best use of acquired assets, analysis of historic financial performance and estimates of future performance of Edens products. The
estimated fair values of identified intangible assets were calculated considering market participant expectations and using an income approach and estimates and assumptions provided by Edens and our management. The following table sets forth
the components of identified intangible assets associated with the Eden Acquisition and their estimated weighted average useful lives:
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Estimated Fair
Market Value
|
|
|
Estimated
Useful Life
|
|
Customer relationships
|
|
$
|
150.9
|
|
|
|
15 years
|
|
Trade names
|
|
|
68.2
|
|
|
|
Indefinite
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
219.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
Customer relationships represent projected future revenue that will be derived from sales to
existing customers of Eden.
Trade names represent the projected future cost savings associated with the premium and brand image obtained
as a result of owning the trade name as opposed to obtaining the benefit of the trade name through a royalty or rental fee.
Goodwill
The principal factor that resulted in recognition of goodwill was that the purchase price for the Eden Acquisition was based in part
on cash flow projections assuming the reduction of administration costs and the integration of acquired customers and products into our operations, which is of greater value than on a standalone basis. The goodwill recognized as part of the Eden
Acquisition was allocated to the Water & Coffee Solutions reporting segment, and is not expected to be tax deductible.
Aquaterra
Acquisition
On January 4, 2016 (the Aquaterra Acquisition Date), the Company acquired 100% of the share capital of
Aquaterra Corporation (Aquaterra) pursuant to a Share Purchase Agreement dated December 7, 2015 (the Aquaterra Acquisition). Aquaterra operates a Canadian direct-to-consumer HOD bottled water and office coffee services
business. The aggregate purchase price paid by the Company in the Aquaterra Acquisition was C$61.2 million (U.S. $44.0 million). The purchase price was paid at closing in cash and was subject to a customary post-closing adjustment of actual working
capital. The post-closing adjustment was completed in May 2016 and resulted in the payment of $0.5 million by the former owners of Aquaterra to the Company.
This acquisition supports the Companys strategy to become a more diversified beverage provider across multiple channels and geographies,
as well as the Companys strategy to acquire higher margin HOD bottled water and coffee and tea services categories. The Company has accounted for this transaction as a business combination in accordance with authoritative accounting guidance.
The adjusted purchase consideration of $44.0 million was allocated to the assets acquired and liabilities assumed based on their
estimated fair values as of the Aquaterra Acquisition Date. A preliminary allocation of the purchase price has been made to major categories of assets and liabilities based on managements estimates. The table below presents the preliminary
purchase price allocation of the estimated acquisition date fair values of the assets acquired and the liabilities assumed and shows the allocation after the post-closing adjustment. The allocation of the purchase price is based on preliminary
valuations that are expected to be completed by the end of the Companys fiscal year 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Acquired Value
|
|
|
Adjustments
|
|
|
As reported at
October 1, 2016
|
|
Cash
|
|
$
|
1.3
|
|
|
$
|
|
|
|
$
|
1.3
|
|
Accounts receivable
|
|
|
6.2
|
|
|
|
0.9
|
|
|
|
7.1
|
|
Inventories
|
|
|
2.1
|
|
|
|
|
|
|
|
2.1
|
|
Prepaid expenses and other current assets
|
|
|
1.3
|
|
|
|
(0.9
|
)
|
|
|
0.4
|
|
Property, plant & equipment
|
|
|
13.4
|
|
|
|
(1.1
|
)
|
|
|
12.3
|
|
Goodwill
|
|
|
19.2
|
|
|
|
2.0
|
1
|
|
|
21.2
|
|
Intangible and other assets
|
|
|
17.4
|
|
|
|
(0.8
|
)
|
|
|
16.6
|
|
Accounts payable and accrued liabilities
|
|
|
(15.8
|
)
|
|
|
(0.5
|
)
|
|
|
(16.3
|
)
|
Long-term debt
|
|
|
(0.3
|
)
|
|
|
(0.1
|
)
|
|
|
(0.4
|
)
|
Other long-term liabilities
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
44.5
|
|
|
$
|
(0.5
|
)
|
|
$
|
44.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
The working capital adjustment was reflected in the preliminary allocation of the purchase price to the assets acquired and liabilities assumed as reported at April
2, 2016. When the post-closing adjustment was completed in May 2016, an adjustment to goodwill was made.
|
13
The amount of revenues and net income related to the Aquaterra Acquisition included in the
Companys consolidated statements of operations for the period from the Aquaterra Acquisition Date through October 1, 2016 were $48.0 million and $2.9 million, respectively. During the nine months ended October 1, 2016, the Company incurred
$0.5 million of acquisition-related costs associated with the Aquaterra Acquisition, which are included in acquisition and integration expenses in the consolidated statements of operations.
Intangible Assets
In our
preliminary determination of the fair value of the intangible assets, we considered, among other factors, the best use of acquired assets, analysis of historic financial performance and estimates of future performance of Aquaterras products.
The estimated fair values of identified intangible assets were calculated considering market participant expectations and using an income approach and estimates and assumptions provided by Aquaterras and our management. The following table
sets forth the components of identified intangible assets associated with the Aquaterra Acquisition and their estimated weighted average useful lives:
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Estimated Fair
Market Value
|
|
|
Estimated
Useful Life
|
|
Customer relationships
|
|
$
|
11.4
|
|
|
|
12 years
|
|
Trademarks and trade names
|
|
|
4.4
|
|
|
|
Indefinite
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
15.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships represent future projected revenue that will be derived from sales to existing
customers of Aquaterra.
Trademark and trade names represent the future projected cost savings associated with the premium and brand image
obtained as a result of owning the trademark or trade name as opposed to obtaining the benefit of the trademark or trade name through a royalty or rental fee.
Goodwill
The principal
factor that resulted in recognition of goodwill was that the purchase price for the Aquaterra Acquisition was based in part on cash flow projections assuming the reduction of administration costs and the integration of acquired customers and
products into our operations, which is of greater value than on a standalone basis. The goodwill recognized as part of the Aquaterra Acquisition was allocated to the Water & Coffee Solutions reporting segment, none of which is expected to be tax
deductible.
Supplemental Pro Forma Data (unaudited)
The following unaudited pro forma financial information for the three and nine months ended October 1, 2016 and October 3, 2015, respectively,
represent the combined results of our operations as if the Eden Acquisition and S&D Acquisition had occurred on January 3, 2015. Unaudited pro forma consolidated results of operations for the Aquaterra Acquisition are not included in the
combined results of our operations for the three and nine months ended October 3, 2015 as the Company determined they are immaterial. 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
For the Nine Months Ended
|
|
|
|
October 1,
|
|
|
October 3,
|
|
|
October 1,
|
|
|
October 3,
|
|
(in millions of U.S. dollars, except share amounts)
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Revenue
|
|
$
|
997.0
|
|
|
$
|
|
|
|
|
1,033.4
|
|
|
$
|
2,910.8
|
|
|
$
|
2,979.6
|
|
Net income (loss)
|
|
|
12.6
|
|
|
|
|
|
|
|
(2.5
|
)
|
|
|
21.6
|
|
|
|
(40.6
|
)
|
Net income (loss) per common share, diluted
|
|
$
|
0.08
|
|
|
$
|
|
|
|
|
(0.02
|
)
|
|
$
|
0.15
|
|
|
$
|
(0.35
|
)
|
During the nine months ended October 1, 2016, the Company incurred approximately $19.4 million of acquisition
and integration expenses related to the S&D Acquisition and Eden Acquisition which are included in SG&A expenses in the Companys consolidated statement of operations and are reflected in pro forma net loss for the nine months ended
October 3, 2015 in the table above.
14
Other HOD Water Business Acquisitions
During the nine months ended October 1, 2016, the Company, through its Water & Coffee Solutions reporting segment, acquired eight HOD water
businesses for cash purchase prices aggregating $4.7 million. The Company has accounted for these transactions as business combinations in accordance with GAAP. These tuck-in acquisitions support the Companys ongoing objective of leveraging
its assets and further strengthening its customer density. Net assets, including goodwill, acquired have been allocated to the Water & Coffee Solutions reporting segment. All of the goodwill recorded is expected to be tax deductible.
Note 3Share-Based Compensation
During the nine months ended October 1, 2016, the Company granted 914,160 Performance-based RSUs, 318,644 Time-based RSUs, and 1,346,987 Stock
Options.
The Performance-based RSUs are restricted share units with performance-based vesting granted under the Amended and Restated Cott
Corporation Equity Incentive Plan (the Equity Incentive Plan). The Company granted 386,104 Performance-based RSUs, which vest on the last day of our 2018 fiscal year, and 46,351 Performance-based RSUs, which vest on the last day of our
2019 fiscal year. The number of shares ultimately awarded will be based upon the performance percentage, which can range from 0% to 200% of the awards granted. The Performance-based RSUs vest primarily on the Companys achievement of a
specified level of cumulative pre-tax income for the applicable performance period. The weighted-average grant date fair value of $11.91 per share for the Performance-based RSUs was based on the closing market price of the Companys common
shares on the date of grant on the New York Stock Exchange (NYSE).
The Time-based RSUs are restricted share units with
time-based vesting granted under the Equity Incentive Plan. The Company granted 234,444 Time-based RSUs, which vest ratably in three equal annual installments on the first, second and third anniversaries of the date of grant and are based upon a
service condition. The weighted-average grant date fair value of $12.07 per share for the Time-based RSUs was based on the closing market price of the Companys common shares on the date of grant on the NYSE.
The Stock Options are non-qualified stock options granted under the Equity Incentive Plan and will vest ratably in three equal installments on
the first, second and third anniversaries of the date of grant, are based upon a service condition and have a ten year contractual term. The weighted-average fair value of $3.15 per option for the Stock Options was based on the estimate of fair
value on the date of grant using the Black-Scholes option pricing model and related assumptions.
In connection with the S&D
Acquisition, the Company granted 376,692 Performance-based RSUs to certain of our employees under the Equity Incentive Plan. The Performance-based RSUs vest on the last day of our 2019 fiscal year. The number of shares ultimately awarded will be
based upon the performance percentage, which can range from 0% to 200% of the awards granted and is calculated based upon the achievement of specified level of S&D EBITDA (weighted 70%), S&D revenue (weighted 15%) and S&D free cash flow
(which is net cash provided by operating activities, less capital expenditures, adjusted to exclude the impact of certain items)(weighted 15%) for the performance period. The grant date fair value of $16.99 per share for the Performance-based RSUs
was based on the closing market price of the Companys common shares on the date of grant on the NYSE.
In connection with the Eden
Acquisition, the Company granted 105,013 Performance-based RSUs and 84,200 Time-based RSUs to certain of our employees under the Equity Incentive Plan. The Performance-based RSUs vest on the last day of our 2019 fiscal year. The number of shares
ultimately awarded will be based upon the performance percentage, which can range from 0% to 125% of the awards granted and is calculated based upon the achievement of specified level of Eden EBITDA (weighted 70%), Eden revenue (weighted 15%) and
Eden free cash flow (which is net cash provided by operating activities, less capital expenditures, adjusted to exclude the impact of certain items)(weighted 15%) for the performance period. Of the 84,200 Time-based RSUs granted in connection with
the Eden Acquisition, 12,299 vest ratably in three equal annual installments on the first, second and third anniversaries of the date of grant, while 71,901 vest ratably in two equal annual installments on the first and second anniversaries of the
date of grant, with all Time-based RSUs being based upon a service condition. The grant date fair value of $14.79 per share for the Performance-based RSUs and Time-based RSUs was based on the closing market price of the Companys common shares
on the date of grant on the NYSE.
During the nine months ended October 1, 2016, the Company also granted 62,046 common shares to the
non-management members of our board of directors under the Equity Incentive Plan with an aggregate grant date fair value of approximately $0.9 million. The common shares were issued in consideration of the directors annual board retainer fee
and vested upon issuance.
15
The Companys share-based compensation expense was $5.7 million and $8.4 million for the
nine months ended October 1, 2016 and October 3, 2015, respectively, and was recorded in SG&A expenses in our consolidated statements of operations.
Note 4Income Taxes
Income tax
benefit was $5.5 million on pre-tax loss of $0.9 million for the nine months ended October 1, 2016, as compared to an income tax benefit of $16.3 million on pre-tax income of $7.2 million for the nine months ended October 3, 2015. The Company
recognized an income tax benefit on pre-tax losses in certain jurisdictions that is not offset by income tax expense in other jurisdictions with pre-tax income. The decrease in the income tax benefit for 2016, as compared to 2015, primarily relates
to the Canadian valuation allowance recorded in the third quarter of fiscal year 2016 (see below).
As we have significant global
permanent book to tax differences that exceed our estimated income before taxes on an annual basis, small changes in our estimated income before taxes or changes in year to date income before taxes between jurisdictions can cause material
fluctuations in our estimated effective tax rate on a quarterly basis. We have therefore calculated our quarterly income tax provision for the fiscal periods ended October 1, 2016 and October 3, 2015 on a discrete basis for the United States rather
than using the estimated annual effective tax rate for the year, in accordance with ASC 740,
Income Taxes.
The Company evaluates
positive and negative evidence on a regular basis to determine if a valuation allowance should be established in our various tax jurisdictions. The interest expense generated by the issuance of our 2024 Notes in connection with the Eden Acquisition
during the third quarter of 2016 has lowered current and future projections of Canadian taxable income. Due to the changes in Canadian taxable income, the Company has established a valuation allowance of approximately $8.5 million in the third
quarter of 2016 against its Canadian tax assets.
Note 5 Common Shares and Net (Loss) Income Per Common Share
Common Shares
On June 29, 2016, we
completed a public offering, on a bought deal basis, of 15,088,000 common shares at a price of $15.25 per share for total gross proceeds to us of $230.1 million (the June 2016 Offering). We incurred and recorded $9.2 million of
underwriter commissions and $1.1 million in professional fees in connection with the June 2016 Offering. The net proceeds of the June 2016 Offering were used to repay borrowings under our ABL facility, to finance the S&D Acquisition and for
general corporate purposes.
On March 9, 2016, we completed a public offering, on a bought deal basis, of 12,765,000 common shares at a
price of $11.80 per share for total gross proceeds to us of $150.6 million (the March 2016 Offering). We incurred and recorded $6.0 million of underwriter commissions and $0.8 million in professional fees in connection with the March
2016 Offering. The net proceeds of the March 2016 Offering were used to repay borrowings under our ABL facility and for general corporate purposes.
Net (Loss) Income Per Common Share
Basic
net (loss) income per common share is calculated by dividing net (loss) income attributed to Cott 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 attributed to Cott 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, Time-based RSUs and convertible preferred shares issued as part of the acquisition of DSS (Convertible Preferred Shares) during the periods presented. The dilutive effect of the Convertible Preferred Shares was calculated using the
if-converted method. In applying the if-converted method, the Convertible Preferred Shares are assumed to have been converted at the beginning of the period (or at the time of issuance, if later). 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:
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
For the Nine Months Ended
|
|
|
|
October 1,
|
|
|
October 3,
|
|
|
October 1,
|
|
|
October 3,
|
|
(in millions of U.S. dollars)
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Diluted net (loss) income attributed to Cott Corporation (numerator)
|
|
$
|
(3.9
|
)
|
|
$
|
4.8
|
|
|
$
|
0.2
|
|
|
$
|
1.0
|
|
Weighted average number of shares outstanding - basic
|
|
|
138,195
|
|
|
|
109,686
|
|
|
|
124,900
|
|
|
|
100,818
|
|
Dilutive effect of Stock Options
|
|
|
|
|
|
|
236
|
|
|
|
597
|
|
|
|
146
|
|
Dilutive effect of Time-based RSUs
|
|
|
|
|
|
|
488
|
|
|
|
470
|
|
|
|
423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted weighted average number of shares outstanding - diluted (denominator)
|
|
|
138,195
|
|
|
|
110,410
|
|
|
|
125,967
|
|
|
|
101,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Three Months Ended
|
|
|
For the Nine Months Ended
|
|
|
|
October 1,
|
|
|
October 3,
|
|
|
October 1,
|
|
|
October 3,
|
|
(in thousands)
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Stock Options
|
|
|
2,846
|
|
|
|
|
|
|
|
178
|
|
|
|
|
|
Performance-based RSUs
1
|
|
|
1,574
|
|
|
|
1,739
|
|
|
|
1,574
|
|
|
|
1,739
|
|
Time-based RSUs
|
|
|
882
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Preferred Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,480
|
|
1.
|
Performance-based RSUs represent the number of shares expected to be issued based primarily on the estimated achievement of cumulative pre-tax income targets for
these awards.
|
Note 6Segment Reporting
Our broad portfolio of products include bottled water, coffee, brewed tea, water dispensers, coffee and tea brewers, filtration equipment,
carbonated soft drinks (CSDs), 100% shelf stable juice and juice-based products, clear, still and sparkling flavored waters, energy drinks and shots, sports products, new age beverages, ready-to-drink teas, liquid enhancers, freezables,
ready-to-drink alcoholic beverages, hot chocolate, coffee, malt drinks, creamers/whiteners, cereals and beverage concentrates.
During the
third quarter of 2016, we completed the S&D Acquisition and the Eden Acquisition. These businesses were added to our existing DSS reporting segment, which was renamed Water & Coffee Solutions to reflect the increased scope of our
offering. Other than the change in name, there was no impact on prior period results for this reporting segment. The Water & Coffee Solutions reporting segment produces a product category consisting primarily of HOD bottled water, coffees, teas
and filtration services.
Our business operates through four reporting segments: Water & Coffee Solutions, Cott North America, Cott
U.K. and All Other (which includes our Mexico operating segment, Royal Crown International operating segment and other miscellaneous expenses). We refer to our Cott North America, Cott U.K. and All Other reporting segments together as our
traditional business. Our corporate oversight function (Corporate) is not treated as a segment; it includes certain general and administrative costs that are not allocated to any of the reporting segments.
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Water &
Coffee
Solutions
|
|
|
Cott
North
America
|
|
|
Cott
U.K.
|
|
|
All
Other
|
|
|
Corporate
|
|
|
Eliminations
|
|
|
Total
|
|
For the Three Months Ended October 1, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue, net
1
|
|
$
|
436.5
|
|
|
$
|
326.2
|
|
|
$
|
116.1
|
|
|
$
|
11.9
|
|
|
$
|
|
|
|
$
|
(5.6
|
)
|
|
$
|
885.1
|
|
Depreciation and amortization
|
|
|
39.6
|
|
|
|
18.4
|
|
|
|
5.0
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
63.2
|
|
Operating income (loss)
|
|
|
21.1
|
|
|
|
12.0
|
|
|
|
5.3
|
|
|
|
1.9
|
|
|
|
(5.7
|
)
|
|
|
|
|
|
|
34.6
|
|
Additions to property, plant and equipment
|
|
|
28.9
|
|
|
|
8.0
|
|
|
|
1.5
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
38.7
|
|
For the Nine Months Ended October 1, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue, net
1
|
|
$
|
969.5
|
|
|
$
|
988.7
|
|
|
$
|
369.0
|
|
|
$
|
40.3
|
|
|
$
|
|
|
|
$
|
(19.0
|
)
|
|
$
|
2,348.5
|
|
Depreciation and amortization
|
|
|
97.3
|
|
|
|
55.3
|
|
|
|
15.9
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
169.2
|
|
Operating income (loss)
|
|
|
44.6
|
|
|
|
31.0
|
|
|
|
26.9
|
|
|
|
7.8
|
|
|
|
(24.4
|
)
|
|
|
|
|
|
|
85.9
|
|
Additions to property, plant and equipment
|
|
|
69.4
|
|
|
|
24.0
|
|
|
|
7.3
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
101.4
|
|
As of October 1, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
2
|
|
|
2,854.8
|
|
|
|
891.8
|
|
|
|
340.1
|
|
|
|
27.7
|
|
|
|
|
|
|
|
|
|
|
|
4,114.4
|
|
1.
|
Intersegment revenue between Cott North America and the other reporting segments was $5.6 million and $19.0 million for the three and nine months ended October 1,
2016, respectively.
|
2.
|
Excludes intersegment receivables, investments and notes receivable.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Water &
Coffee
Solutions
|
|
|
Cott
North
America
|
|
|
Cott
U.K.
|
|
|
All
Other
|
|
|
Corporate
|
|
|
Eliminations
|
|
|
Total
|
|
For the Three Months Ended October 3, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue, net
1
|
|
$
|
268.1
|
|
|
$
|
338.5
|
|
|
$
|
139.9
|
|
|
$
|
15.4
|
|
|
$
|
|
|
|
$
|
(6.3
|
)
|
|
$
|
755.6
|
|
Depreciation and amortization
|
|
|
32.3
|
|
|
|
19.4
|
|
|
|
5.9
|
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
58.1
|
|
Operating income (loss)
|
|
|
14.0
|
|
|
|
8.3
|
|
|
|
7.0
|
|
|
|
3.1
|
|
|
|
(3.8
|
)
|
|
|
|
|
|
|
28.6
|
|
Additions to property, plant and equipment
|
|
|
18.0
|
|
|
|
8.4
|
|
|
|
1.5
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
28.3
|
|
For the Nine Months Ended October 3, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue, net
1
|
|
$
|
765.4
|
|
|
$
|
1,026.2
|
|
|
$
|
425.9
|
|
|
$
|
44.8
|
|
|
$
|
|
|
|
$
|
(17.1
|
)
|
|
$
|
2,245.2
|
|
Depreciation and amortization
|
|
|
94.3
|
|
|
|
61.3
|
|
|
|
16.8
|
|
|
|
1.3
|
|
|
|
|
|
|
|
|
|
|
|
173.7
|
|
Operating income (loss)
|
|
|
25.7
|
|
|
|
33.8
|
|
|
|
25.5
|
|
|
|
8.4
|
|
|
|
(12.0
|
)
|
|
|
|
|
|
|
81.4
|
|
Additions to property, plant and equipment
|
|
|
56.8
|
|
|
|
20.1
|
|
|
|
7.7
|
|
|
|
0.9
|
|
|
|
|
|
|
|
|
|
|
|
85.5
|
|
As of January 2, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
2
|
|
|
1,513.1
|
|
|
|
943.1
|
|
|
|
402.5
|
|
|
|
28.6
|
|
|
|
|
|
|
|
|
|
|
|
2,887.3
|
|
1.
|
Intersegment revenue between Cott North America and the other reporting segments was $6.3 million and $17.1 million for the three and nine months ended October 3,
2015, respectively.
|
2.
|
Excludes intersegment receivables, investments and notes receivable.
|
For the three and nine months ended October 1, 2016, sales to Walmart accounted for 14.4% and 16.6% of our total revenue (October 3,
2015 17.9% and 18.1%), 1.4% and 1.8% of our Water & Coffee Solutions reporting segment revenue (October 3, 2015 2.2% and 2.2%), 33.9%
and 33.8% of our Cott North America reporting segment revenue (October 3, 2015 33.3% and 32.9%), 9.6% and 10.1% of our Cott U.K. reporting segment revenue (October 3, 2015 11.4% and 11.8%), and 3.6% and 2.5% of our All Other reporting
segment revenue (October 3, 2015 5.4% and 4.1%).
Credit risk arises from the potential default of a customer in meeting its
financial obligations to us. Concentrations of credit exposure may arise with a group of customers that have similar economic characteristics or that are located in the same geographic region. The ability of such customers to meet obligations would
be similarly affected by changing economic, political or other conditions. We are not currently aware of any facts that would create a material credit risk.
18
Revenues by channel by reporting segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended October 1, 2016
|
|
|
|
Water &
|
|
|
Cott
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coffee
|
|
|
North
|
|
|
Cott
|
|
|
All
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Solutions
|
|
|
America
|
|
|
U.K.
|
|
|
Other
|
|
|
Eliminations
|
|
|
Total
|
|
Revenue, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private label retail
|
|
$
|
21.6
|
|
|
$
|
263.9
|
|
|
$
|
52.2
|
|
|
$
|
1.0
|
|
|
$
|
(0.4
|
)
|
|
$
|
338.3
|
|
Branded retail
|
|
|
21.3
|
|
|
|
25.4
|
|
|
|
32.9
|
|
|
|
0.7
|
|
|
|
(0.3
|
)
|
|
|
80.0
|
|
Contract packaging
|
|
|
|
|
|
|
30.7
|
|
|
|
25.2
|
|
|
|
3.9
|
|
|
|
(1.9
|
)
|
|
|
57.9
|
|
Home and office bottled water delivery
|
|
|
235.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
235.9
|
|
Coffee and tea services
|
|
|
110.9
|
|
|
|
|
|
|
|
2.0
|
|
|
|
|
|
|
|
|
|
|
|
112.9
|
|
Concentrate and other
|
|
|
46.8
|
|
|
|
6.2
|
|
|
|
3.8
|
|
|
|
6.3
|
|
|
|
(3.0
|
)
|
|
|
60.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
436.5
|
|
|
$
|
326.2
|
|
|
$
|
116.1
|
|
|
$
|
11.9
|
|
|
$
|
(5.6
|
)
|
|
$
|
885.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended October 1, 2016
|
|
|
|
Water &
|
|
|
Cott
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coffee
|
|
|
North
|
|
|
Cott
|
|
|
All
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Solutions
|
|
|
America
|
|
|
U.K.
|
|
|
Other
|
|
|
Eliminations
|
|
|
Total
|
|
Revenue, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private label retail
|
|
$
|
59.2
|
|
|
$
|
793.3
|
|
|
$
|
158.2
|
|
|
$
|
2.6
|
|
|
$
|
(1.1
|
)
|
|
$
|
1,012.2
|
|
Branded retail
|
|
|
68.5
|
|
|
|
77.0
|
|
|
|
111.2
|
|
|
|
2.5
|
|
|
|
(1.0
|
)
|
|
|
258.2
|
|
Contract packaging
|
|
|
|
|
|
|
97.8
|
|
|
|
84.5
|
|
|
|
13.6
|
|
|
|
(6.5
|
)
|
|
|
189.4
|
|
Home and office bottled water delivery
|
|
|
575.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
575.1
|
|
Coffee and tea services
|
|
|
172.4
|
|
|
|
|
|
|
|
2.0
|
|
|
|
|
|
|
|
|
|
|
|
174.4
|
|
Concentrate and other
|
|
|
94.3
|
|
|
|
20.6
|
|
|
|
13.1
|
|
|
|
21.6
|
|
|
|
(10.4
|
)
|
|
|
139.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
969.5
|
|
|
$
|
988.7
|
|
|
$
|
369.0
|
|
|
$
|
40.3
|
|
|
$
|
(19.0
|
)
|
|
$
|
2,348.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended October 3, 2015
|
|
|
|
Water &
|
|
|
Cott
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coffee
|
|
|
North
|
|
|
Cott
|
|
|
All
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Solutions
|
|
|
America
|
|
|
U.K.
|
|
|
Other
|
|
|
Eliminations
|
|
|
Total
|
|
Revenue, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private label retail
|
|
$
|
17.0
|
|
|
$
|
270.4
|
|
|
$
|
65.1
|
|
|
$
|
0.9
|
|
|
$
|
(0.4
|
)
|
|
$
|
353.0
|
|
Branded retail
|
|
|
22.9
|
|
|
|
30.0
|
|
|
|
41.6
|
|
|
|
0.9
|
|
|
|
(0.3
|
)
|
|
|
95.1
|
|
Contract packaging
|
|
|
|
|
|
|
31.1
|
|
|
|
30.3
|
|
|
|
5.7
|
|
|
|
(2.4
|
)
|
|
|
64.7
|
|
Home and office bottled water delivery
|
|
|
173.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
173.3
|
|
Coffee and tea services
|
|
|
28.1
|
|
|
|
|
|
|
|
0.8
|
|
|
|
|
|
|
|
|
|
|
|
28.9
|
|
Concentrate and other
|
|
|
26.8
|
|
|
|
7.0
|
|
|
|
2.1
|
|
|
|
7.9
|
|
|
|
(3.2
|
)
|
|
|
40.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
268.1
|
|
|
$
|
338.5
|
|
|
$
|
139.9
|
|
|
$
|
15.4
|
|
|
$
|
(6.3
|
)
|
|
$
|
755.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended October 3, 2015
|
|
|
|
Water &
|
|
|
Cott
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coffee
|
|
|
North
|
|
|
Cott
|
|
|
All
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Solutions
|
|
|
America
|
|
|
U.K.
|
|
|
Other
|
|
|
Eliminations
|
|
|
Total
|
|
Revenue, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private label retail
|
|
$
|
49.7
|
|
|
$
|
827.8
|
|
|
$
|
197.4
|
|
|
$
|
3.7
|
|
|
$
|
(1.6
|
)
|
|
$
|
1,077.0
|
|
Branded retail
|
|
|
63.2
|
|
|
|
87.9
|
|
|
|
130.0
|
|
|
|
3.3
|
|
|
|
(1.2
|
)
|
|
|
283.2
|
|
Contract packaging
|
|
|
|
|
|
|
88.0
|
|
|
|
89.6
|
|
|
|
16.4
|
|
|
|
(4.0
|
)
|
|
|
190.0
|
|
Home and office bottled water delivery
|
|
|
487.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
487.7
|
|
Coffee and tea services
|
|
|
89.8
|
|
|
|
|
|
|
|
2.4
|
|
|
|
|
|
|
|
|
|
|
|
92.2
|
|
Concentrate and other
|
|
|
75.0
|
|
|
|
22.5
|
|
|
|
6.5
|
|
|
|
21.4
|
|
|
|
(10.3
|
)
|
|
|
115.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
765.4
|
|
|
$
|
1,026.2
|
|
|
$
|
425.9
|
|
|
$
|
44.8
|
|
|
$
|
(17.1
|
)
|
|
$
|
2,245.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 7Inventories
The following table summarizes inventories as of October 1, 2016 and January 2, 2016:
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
October 1, 2016
|
|
|
January 2, 2016
|
|
Raw materials
|
|
$
|
123.0
|
|
|
$
|
95.3
|
|
Finished goods
|
|
|
152.1
|
|
|
|
118.4
|
|
Resale items
|
|
|
19.8
|
|
|
|
15.8
|
|
Other
|
|
|
25.2
|
|
|
|
19.9
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
320.1
|
|
|
$
|
249.4
|
|
|
|
|
|
|
|
|
|
|
Note 8Intangibles and Other Assets
The following table summarizes intangibles and other assets as of October 1, 2016 and January 2, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 1, 2016
|
|
|
January 2, 2016
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Cost
|
|
|
Amortization
|
|
|
Net
|
|
|
Cost
|
|
|
Amortization
|
|
|
Net
|
|
Intangibles
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Not subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rights
1
|
|
$
|
45.0
|
|
|
$
|
|
|
|
$
|
45.0
|
|
|
$
|
45.0
|
|
|
$
|
|
|
|
$
|
45.0
|
|
Trademarks
|
|
|
256.2
|
|
|
|
|
|
|
|
256.2
|
|
|
|
183.1
|
|
|
|
|
|
|
|
183.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangibles not subject to amortization
|
|
|
301.2
|
|
|
|
|
|
|
|
301.2
|
|
|
|
228.1
|
|
|
|
|
|
|
|
228.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
|
925.8
|
|
|
|
287.5
|
|
|
|
638.3
|
|
|
|
663.9
|
|
|
|
241.0
|
|
|
|
422.9
|
|
Trademarks
|
|
|
32.0
|
|
|
|
28.0
|
|
|
|
4.0
|
|
|
|
33.0
|
|
|
|
28.1
|
|
|
|
4.9
|
|
Information technology
|
|
|
64.3
|
|
|
|
35.2
|
|
|
|
29.1
|
|
|
|
54.0
|
|
|
|
29.1
|
|
|
|
24.9
|
|
Other
|
|
|
10.4
|
|
|
|
5.0
|
|
|
|
5.4
|
|
|
|
7.8
|
|
|
|
4.5
|
|
|
|
3.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangibles subject to amortization
|
|
|
1,032.5
|
|
|
|
355.7
|
|
|
|
676.8
|
|
|
|
758.7
|
|
|
|
302.7
|
|
|
|
456.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Intangibles
|
|
|
1,333.7
|
|
|
|
355.7
|
|
|
|
978.0
|
|
|
|
986.8
|
|
|
|
302.7
|
|
|
|
684.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing costs
|
|
|
13.6
|
|
|
|
8.2
|
|
|
|
5.4
|
|
|
|
12.6
|
|
|
|
8.5
|
|
|
|
4.1
|
|
Deposits
|
|
|
11.4
|
|
|
|
0.4
|
|
|
|
11.0
|
|
|
|
10.3
|
|
|
|
0.4
|
|
|
|
9.9
|
|
Other
|
|
|
27.6
|
|
|
|
2.1
|
|
|
|
25.5
|
|
|
|
15.2
|
|
|
|
1.6
|
|
|
|
13.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Assets
|
|
|
52.6
|
|
|
|
10.7
|
|
|
|
41.9
|
|
|
|
38.1
|
|
|
|
10.5
|
|
|
|
27.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Intangibles and Other Assets
|
|
$
|
1,386.3
|
|
|
$
|
366.4
|
|
|
$
|
1,019.9
|
|
|
$
|
1,024.9
|
|
|
$
|
313.2
|
|
|
$
|
711.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Relates to the 2001 acquisition of intellectual property from Royal Crown Company, Inc., including the right to manufacture our concentrates, with all related
inventions, processes, technologies, technical and manufacturing information, know-how and the use of the Royal Crown brand outside of North America and Mexico.
|
20
Amortization expense of intangibles and other assets was $22.8 million and $61.1 million for the
three and nine months ended October 1, 2016, compared to $19.9 million and $58.7 million for the three and nine months ended October 3, 2015, respectively.
The estimated amortization expense for intangibles over the next five years is:
|
|
|
|
|
(in millions of U.S. dollars)
|
|
|
|
Remainder of 2016
|
|
$
|
22.5
|
|
2017
|
|
|
86.2
|
|
2018
|
|
|
82.3
|
|
2019
|
|
|
72.7
|
|
2020
|
|
|
65.3
|
|
Thereafter
|
|
|
347.8
|
|
|
|
|
|
|
Total
|
|
$
|
676.8
|
|
|
|
|
|
|
Note 9Accounts Payable and Accrued Liabilities
The following table summarizes accounts payable and accrued liabilities as of October 1, 2016 and January 2, 2016:
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
October 1, 2016
|
|
|
January 2, 2016
|
|
Trade payables
|
|
$
|
297.7
|
|
|
$
|
227.2
|
|
Accrued compensation
|
|
|
68.3
|
|
|
|
49.8
|
|
Accrued sales incentives
|
|
|
23.0
|
|
|
|
25.2
|
|
Accrued interest
|
|
|
28.0
|
|
|
|
12.2
|
|
Payroll, salaries and other taxes
|
|
|
23.4
|
|
|
|
13.3
|
|
Accrued deposits
|
|
|
55.3
|
|
|
|
28.6
|
|
Other accrued liabilities
|
|
|
103.0
|
|
|
|
81.3
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
598.7
|
|
|
$
|
437.6
|
|
|
|
|
|
|
|
|
|
|
Note 10Debt
Our total debt as of October 1, 2016 and January 2, 2016 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 1, 2016
|
|
|
January 2, 2016
|
|
|
|
|
|
|
Unamortized
|
|
|
|
|
|
|
|
|
Unamortized
|
|
|
|
|
|
|
|
|
|
Debt
|
|
|
|
|
|
|
|
|
Debt
|
|
|
|
|
(in millions of U.S. dollars)
|
|
Principal
|
|
|
Costs
|
|
|
Net
|
|
|
Principal
|
|
|
Costs
|
|
|
Net
|
|
6.750% senior notes due in 2020
|
|
$
|
625.0
|
|
|
$
|
10.1
|
|
|
$
|
614.9
|
|
|
$
|
625.0
|
|
|
$
|
12.0
|
|
|
$
|
613.0
|
|
10.000% senior notes due in 2021
1
|
|
|
385.7
|
|
|
|
|
|
|
|
385.7
|
|
|
|
390.1
|
|
|
|
|
|
|
|
390.1
|
|
5.375% senior notes due in 2022
|
|
|
525.0
|
|
|
|
7.4
|
|
|
|
517.6
|
|
|
|
525.0
|
|
|
|
8.2
|
|
|
|
516.8
|
|
5.500% senior notes due in 2024
|
|
|
504.5
|
|
|
|
10.1
|
|
|
|
494.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ABL facility
|
|
|
264.1
|
|
|
|
|
|
|
|
264.1
|
|
|
|
122.0
|
|
|
|
|
|
|
|
122.0
|
|
GE Term Loan
|
|
|
4.8
|
|
|
|
0.2
|
|
|
|
4.6
|
|
|
|
6.4
|
|
|
|
0.4
|
|
|
|
6.0
|
|
Capital leases and other debt financing
|
|
|
6.9
|
|
|
|
|
|
|
|
6.9
|
|
|
|
2.9
|
|
|
|
|
|
|
|
2.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
2,316.0
|
|
|
|
27.8
|
|
|
|
2,288.2
|
|
|
|
1,671.4
|
|
|
|
20.6
|
|
|
|
1,650.8
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Short-term borrowings and current debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ABL facility
|
|
|
264.1
|
|
|
|
|
|
|
|
264.1
|
|
|
|
122.0
|
|
|
|
|
|
|
|
122.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term borrowings
|
|
|
264.1
|
|
|
|
|
|
|
|
264.1
|
|
|
|
122.0
|
|
|
|
|
|
|
|
122.0
|
|
GE Term Loan - current maturities
|
|
|
2.2
|
|
|
|
|
|
|
|
2.2
|
|
|
|
2.2
|
|
|
|
|
|
|
|
2.2
|
|
Capital leases and other debt financing - current maturities
|
|
|
2.8
|
|
|
|
|
|
|
|
2.8
|
|
|
|
1.2
|
|
|
|
|
|
|
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current debt
|
|
|
269.1
|
|
|
|
|
|
|
|
269.1
|
|
|
|
125.4
|
|
|
|
|
|
|
|
125.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
$
|
2,046.9
|
|
|
$
|
27.8
|
|
|
$
|
2,019.1
|
|
|
$
|
1,546.0
|
|
|
$
|
20.6
|
|
|
$
|
1,525.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
The outstanding aggregate principal amount of $350.0 million of our 10.000% senior secured notes (DSS Notes) was assumed by Cott at a fair value of $406.0
million in connection with Cotts acquisition of DSS. The premium of $56.0 million is being amortized as an adjustment to interest expense using the effective interest method over the remaining contractual term of the DSS Notes. The remaining
unamortized premium is $35.7 million and $40.1 million at October 1, 2016 and January 2, 2016, respectively.
|
Asset-Based Lending
Facility
On June 7, 2016, in connection with the Eden Acquisition, we amended the ABL facility to permit, among other things, (1)
the Eden Acquisition, (2) issuance of the 2024 Notes to finance the Eden Acquisition, (3) the sale and leaseback of certain property located in the United Kingdom, and (4) certain other miscellaneous and technical changes.
On August 3, 2016, we amended and restated the ABL facility. As amended and restated, the ABL facility is a five-year revolving facility of up
to $500 million and subject to certain conditions, may be increased by up to an additional $100 million at our option if agreed upon by the lenders. The ABL facility provides the Company and its subsidiaries, Cott Beverages Inc. (CBI),
Cott Beverages Limited, DSS, Cliffstar LLC and S&D, with financing in the United States, Canada, the United Kingdom, Luxembourg and the Netherlands. JPMorgan Chase Bank, N.A. serves as administrative agent and administrative collateral agent and
JPMorgan Chase Bank, N.A., London Branch serves as U.K. security trustee. Availability under the ABL facility is dependent on a borrowing base calculated as a percentage of the value of eligible inventory, accounts receivable and property, plant and
equipment in the manner set forth in the credit agreement governing the ABL facility. The debt under the ABL facility is guaranteed by most of the Companys U.S., Canadian, U.K. and Luxembourg subsidiaries and certain of the Companys
Dutch subsidiaries. We incurred approximately $2.3 million of financing fees in connection with the ABL facility and are being amortized using the straight-line method over the duration of the ABL facility.
Debt Issuance
On June 30, 2016,
we issued 450.0 million (U.S. $504.5 million at exchange rates in effect on October 1, 2016) of our 2024 Notes to qualified purchasers in a private placement offering under Rule 144A under the Securities Act of 1933, as amended (the
Securities Act), and outside the United States to non-U.S. purchasers pursuant to Regulation S under the Securities Act and other applicable laws. The 2024 Notes were initially issued by our wholly-owned subsidiary Cott Finance
Corporation. In connection with the closing of the Eden Acquisition, Cott Finance Corporation amalgamated with the Company and the combined company, Cott Corporation, assumed all of the obligations of Cott Finance Corporation under the
2024 Notes, and most of Cotts U.S., Canadian, U.K. Luxembourg and Dutch subsidiaries that are currently obligors under the 2022 Notes and the 2020 Notes entered into a supplemental indenture to guarantee the 2024 Notes. The 2024 Notes will
mature on July 1, 2024 and interest is payable semi-annually on January 1st and July 1st of each year commencing on January 1, 2017. The proceeds of the 2024 Notes were used to fund a portion of the purchase price of the Eden Acquisition and to pay
related fees and expenses.
We incurred approximately $10.3 million of financing fees for the issuance of the 2024 Notes and $10.6 million
of bridge financing commitment fees and professional fees in connection with the Eden Acquisition. The financing fees are being amortized using the effective interest method over an eight-year period, which represents the term to maturity of the
2024 Notes. The bridge financing commitment fees and professional fees were recorded in SG&A expenses in our consolidated statements of operations.
22
Note 11Accumulated Other Comprehensive (Loss) Income
Changes in accumulated other comprehensive (loss) income (AOCI) by component for the nine months ended October 1, 2016 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 1, 2016
|
|
|
|
Gains and Losses
|
|
|
Pension
|
|
|
Currency
|
|
|
|
|
|
|
on Derivative
|
|
|
Benefit
|
|
|
Translation
|
|
|
|
|
(in millions of U.S.
dollars)
1
|
|
Instruments
|
|
|
Plan Items
|
|
|
Adjustment Items
|
|
|
Total
|
|
Beginning balance January 2, 2016
|
|
$
|
(4.7
|
)
|
|
$
|
(10.1
|
)
|
|
$
|
(61.4
|
)
|
|
$
|
(76.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OCI before reclassifications
|
|
|
7.4
|
|
|
|
|
|
|
|
(23.8
|
)
|
|
|
(16.4
|
)
|
Amounts reclassified from AOCI
|
|
|
(3.6
|
)
|
|
|
0.2
|
|
|
|
|
|
|
|
(3.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current-period OCI
|
|
|
3.8
|
|
|
|
0.2
|
|
|
|
(23.8
|
)
|
|
|
(19.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance October 1, 2016
|
|
$
|
(0.9
|
)
|
|
$
|
(9.9
|
)
|
|
$
|
(85.2
|
)
|
|
$
|
(96.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
All amounts are net of tax.
|
The
following table summarizes the amounts reclassified from AOCI for the three and nine months ended October 1, 2016 and October 3, 2015, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
For the Three Months Ended
|
|
|
For the Nine Months Ended
|
|
|
Affected Line Item in
|
|
Details About AOCI
|
|
October 1,
|
|
|
October 3,
|
|
|
October 1,
|
|
|
October 3,
|
|
|
the Statement Where
|
|
Components
1
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
Net Income Is Presented
|
|
Gains and losses on derivative instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency and commodity hedges
|
|
$
|
1.5
|
|
|
$
|
(0.9
|
)
|
|
$
|
5.5
|
|
|
$
|
(0.7
|
)
|
|
|
Cost of sales
|
|
|
|
|
(0.6
|
)
|
|
|
0.4
|
|
|
|
(1.9
|
)
|
|
|
0.4
|
|
|
|
Tax (expense) benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.9
|
|
|
$
|
(0.5
|
)
|
|
$
|
3.6
|
|
|
$
|
(0.3
|
)
|
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of pension benefit plan items
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service costs
2
|
|
$
|
|
|
|
$
|
(0.2
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(0.7
|
)
|
|
|
Cost of sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
(0.2
|
)
|
|
|
(0.7
|
)
|
|
|
Total before taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax (expense) benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
(0.2
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(0.7
|
)
|
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reclassifications for the period
|
|
$
|
0.9
|
|
|
$
|
(0.7
|
)
|
|
$
|
3.4
|
|
|
$
|
(1.0
|
)
|
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Amounts in parentheses indicate debits.
|
2.
|
These AOCI components are included in the computation of net periodic pension cost.
|
Note 12Commitments and Contingencies
We are subject to various claims and legal proceedings with respect to matters such as governmental regulations, and other actions arising out
of the normal course of business. Management believes that the resolution of these matters will not have a material adverse effect on our financial position, results of operations, or cash flow.
We had $42.4 million in standby letters of credit outstanding as of October 1, 2016 (October 3, 2015 - $41.2 million).
In May 2014, our Cott U.K. reporting segment acquired 100% of the share capital of Aimia Foods Holdings Limited (the Aimia
Acquisition), which included its operating subsidiary company, Aimia Foods Limited (together referred to as Aimia) pursuant to a Share Purchase Agreement dated May 30, 2014. The terms of the transaction included aggregate
contingent consideration of up to £16.0 million, which is payable upon achievement of certain measures related to Aimias performance during the twelve months ended July 1, 2016. The final aggregate contingent consideration was calculated
to be £12.0 million and was paid during the third quarter of 2016, offset by an existing liability of £3.9 million, for a total cash payment of £8.1 million (U.S. $10.6 million at exchange rates in effect on date of payment).
23
Note 13Hedging Transactions and Derivative Financial Instruments
We are directly and indirectly affected by changes in foreign currency market conditions. These changes in market conditions may adversely
impact our financial performance and are referred to as market risks. When deemed appropriate by management, we use derivatives as a risk management tool to mitigate the potential impact of foreign currency market risks.
We use various types of derivative instruments including, but not limited to, forward contracts and swap agreements for certain commodities.
Forward contracts are agreements to buy or sell a quantity of a currency at a predetermined future date, and at a predetermined rate or price. A swap agreement is a contract between two parties to exchange cash flows based on specified underlying
notional amounts, assets and/or indices.
All derivatives are carried at fair value in the consolidated balance sheets in the line item
accounts receivable, net or accounts payable and accrued liabilities. The carrying values of the derivatives reflect the impact of legally enforceable agreements with the same counterparties. These allow us to net settle positive and negative
positions (assets and liabilities) arising from different transactions with the same counterparty.
The accounting for gains and losses
that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the types of hedging relationships. Derivatives can be designated as fair value
hedges, cash flow hedges or hedges of net investments in foreign operations. The changes in the fair values of derivatives that have been designated and qualify for fair value hedge accounting are recorded in the same line item in our consolidated
statements of operations as the changes in the fair value of the hedged items attributable to the risk being hedged. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in AOCI and are
reclassified into the line item in the consolidated statements of operations in which the hedged items are recorded in the same period the hedged items affect earnings. Due to the high degree of effectiveness between the hedging instruments and the
underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair values or cash flows of the underlying exposures being hedged. The changes in fair values of derivatives that were
not designated and/or did not qualify as hedging instruments are immediately recognized into earnings. We classify cash inflows and outflows related to derivative and hedging instruments with the appropriate cash flows section associated with the
item being hedged.
For derivatives that will be accounted for as hedging instruments, we formally designate and document, at inception,
the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. In addition, we formally assess both at the inception and at least quarterly thereafter,
whether the financial instruments used in hedging transactions are effective at offsetting changes in either the fair values or cash flows of the related underlying exposures. Any ineffective portion of a financial instruments change in fair
value is immediately recognized into earnings.
We estimate the fair values of our derivatives based on quoted market prices or pricing
models using current market rates (see Note 14 to the consolidated financial statements). The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct
measure of our exposure to the financial risks described above. The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates, foreign currency exchange rates or other
financial indices. We do not view the fair values of our derivatives in isolation, but rather in relation to the fair values or cash flows of the underlying hedged transactions. All of our derivatives are over-the-counter instruments with liquid
markets.
Credit Risk Associated with Derivatives
We have established strict counterparty credit guidelines and enter into transactions only with financial institutions of investment grade or
better. We monitor counterparty exposures regularly and review promptly any downgrade in counterparty credit rating. We mitigate pre-settlement risk by being permitted to net settle for transactions with the same counterparty. To minimize the
concentration of credit risk, we enter into derivative transactions with a portfolio of financial institutions. Based on these factors, we consider the risk of counterparty default to be minimal.
Cash Flow Hedging Strategy
We use cash
flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused by fluctuations in foreign currency exchange rates and commodity prices. The changes in fair values of hedges that are determined to be
ineffective are immediately reclassified from AOCI into earnings. We did not discontinue any cash flow
24
hedging relationships during the nine months ended October 1, 2016 or October 3, 2015, respectively. Foreign exchange contracts typically have maturities of less than twelve months and commodity
contracts typically have maturities of less than 27 months. All outstanding hedges as of October 1, 2016 are expected to settle in the next twelve months.
We maintain a foreign currency cash flow hedging program to reduce the risk that our procurement activities will be adversely affected by
changes in foreign currency exchange rates. We enter into forward contracts to hedge certain portions of forecasted cash flows denominated in foreign currencies. The total notional values of derivatives that were designated and qualified for our
foreign currency cash flow hedging program were $12.8 million and $4.5 million as of October 1, 2016 and January 2, 2016, respectively. Approximately $0.4 million of unrealized losses net of tax and $0.8 million of unrealized gains net of tax
related to the foreign currency cash flow hedges were included in AOCI as of October 1, 2016 and October 3, 2015, respectively. The hedge ineffectiveness for these cash flow hedging instruments was not material during the periods presented.
We have entered into commodity swaps on aluminum to mitigate the price risk associated with forecasted purchases of materials used in our
manufacturing process. These derivative instruments have been designated and qualify as a part of our commodity cash flow hedging program. The objective of this hedging program is to reduce the variability of cash flows associated with future
purchases of aluminum. The total notional values of derivatives that were designated and qualified for our commodity cash flow hedging program were $11.6 million and $49.3 million as of October 1, 2016 and January 2, 2016, respectively.
Approximately $0.5 million and $5.7 million of unrealized losses net of tax related to the commodity swaps were included in AOCI as of October 1, 2016 and October 3, 2015, respectively. The cumulative hedge ineffectiveness for these hedging
instruments was not material for the nine months ended October 1, 2016 and October 3, 2015, respectively.
We have entered into forward
and option contracts designed to mitigate the price risk associated with forecasted purchases of green coffee used in our manufacturing process. These derivative instruments have not been designated and do not qualify as a part of our commodity cash
flow hedging program. The objective of this hedging program is to reduce the variability of cash flows associated with future purchases of green coffee. The notional values for the coffee derivative instruments that did not designate and qualify for
our commodity cash flow hedging program was $57.5 million and nil as of October 1, 2016 and January 2, 2016, respectively. Approximately $1.0 million of unrealized gains net of tax related to the coffee derivate instruments were recognized into
other (income) expense, net in the consolidated statement of operations for the three and nine months ended October 1, 2016, respectively, compared with nil for the comparable prior year period.
The fair value of the Companys derivative assets included within other receivables as a component of accounts receivable, net was $4.7
million and $0.6 million as of October 1, 2016 and January 2, 2016, respectively. The fair value of the Companys derivative liabilities included in accrued liabilities was $1.2 million and $8.0 million as of October 1, 2016 and January 2,
2016, respectively. Set forth below is a reconciliation of the Companys derivatives by contract type for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
October 1, 2016
|
|
|
January 2, 2016
|
|
Derivative Contract
|
|
Assets
|
|
|
Liabilities
|
|
|
Assets
|
|
|
Liabilities
|
|
Foreign currency hedge
|
|
$
|
|
|
|
$
|
0.4
|
|
|
$
|
0.6
|
|
|
$
|
|
|
Aluminum swaps
|
|
|
0.1
|
|
|
|
0.8
|
|
|
|
|
|
|
|
8.0
|
|
Coffee futures
|
|
|
4.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4.7
|
|
|
$
|
1.2
|
|
|
$
|
0.6
|
|
|
$
|
8.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aluminum swaps subject to enforceable master netting arrangements are presented on a net basis in the
reconciliation above. The fair value of the aluminum swap assets and liabilities which are shown on a net basis are reconciled in the table below:
|
|
|
|
|
|
|
|
|
(in millions of U.S. dollars)
|
|
October 1, 2016
|
|
|
January 2, 2016
|
|
Aluminum swap assets
|
|
$
|
0.1
|
|
|
$
|
|
|
Aluminum swap liabilities
|
|
|
(0.8
|
)
|
|
|
(8.0
|
)
|
|
|
|
|
|
|
|
|
|
Net asset (liability)
|
|
$
|
(0.7
|
)
|
|
$
|
(8.0
|
)
|
|
|
|
|
|
|
|
|
|
The settlement of our derivative instruments resulted in an increase to cost of sales of $1.5 million and $5.4
million for the three and nine months ended October 1, 2016, respectively, compared with an increase to cost of sales of $0.9 million and $0.7 million for the comparable prior year periods.
25
Note 14Fair Value Measurements
ASC No. 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy.
This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.
The three levels of
inputs used to measure fair value are as follows:
|
|
|
Level 1Quoted prices in active markets for identical assets or liabilities.
|
|
|
|
Level 2Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in
markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
|
|
|
Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow
methodologies and similar techniques that use significant unobservable inputs.
|
We have certain assets and liabilities, such
as our derivative instruments that are required to be recorded at fair value on a recurring basis in accordance with GAAP.
Our derivative
assets and liabilities represent Level 2 instruments. Level 2 instruments are valued based on observable inputs for quoted prices for similar assets and liabilities in active markets. The fair value for the derivative assets was $4.7 million and
$0.6 million as of October 1, 2016 and January 2, 2016, respectively. The fair value for the derivative liabilities was $1.2 million and $8.0 million as of October 1, 2016 and January 2, 2016, respectively.
Transfers into and out of the fair value hierarchy levels are assumed to be as of the end of the quarter in which the transfer occurred. Other
than the transfer of the contingent consideration liability from Level 3 to Level 1 during the nine months ended October 1, 2016, no transfers between levels occurred during the three and nine months ended October 1, 2016 and October 3, 2015.
Fair Value of Financial Instruments
The
carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, receivables, payables, short-term borrowings and long-term debt approximate their respective fair values, except as otherwise indicated. The carrying values
and estimated fair values of our significant outstanding debt as of October 1, 2016 and January 2, 2016 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 1, 2016
|
|
|
January 2, 2016
|
|
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
(in millions of U.S. dollars)
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
6.750% senior notes due in 2020
1, 3
|
|
|
614.9
|
|
|
|
651.6
|
|
|
|
613.0
|
|
|
|
641.4
|
|
10.000% senior notes due in 2021
1,
2
|
|
|
385.7
|
|
|
|
390.3
|
|
|
|
390.1
|
|
|
|
397.3
|
|
5.375% senior notes due in 2022
1, 3
|
|
|
517.6
|
|
|
|
540.8
|
|
|
|
516.8
|
|
|
|
522.4
|
|
5.500% senior notes due in 2024
1, 3
|
|
|
494.4
|
|
|
|
531.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,012.6
|
|
|
$
|
2,114.3
|
|
|
$
|
1,519.9
|
|
|
$
|
1,561.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
The fair values were based on the trading levels and bid/offer prices observed by a market participant and are considered Level 1 financial instruments.
|
2.
|
The outstanding aggregate principal amount of $350.0 million of our DSS Notes was assumed by Cott at a fair value of $406.0 million in connection with Cotts
acquisition of DSS. The premium of $56.0 million is being amortized as an adjustment to interest expense using the effective interest method over the remaining contractual term of the DSS Notes. The remaining unamortized premium is $35.7 million and
$40.1 million at October 1, 2016 and January 2, 2016, respectively.
|
3.
|
The carrying value of our significant outstanding debt is net of unamortized debt issuance costs of $27.8 million and $20.6 million as of October 1, 2016 and January
2, 2016, respectively.
|
26
Note 15Guarantor Subsidiaries
Guarantor Subsidiaries of DSS Notes
The DSS Notes assumed as part of the acquisition of DSS are guaranteed on a senior secured basis by Cott Corporation and certain of its 100%
owned direct and indirect subsidiaries (the DSS Guarantor Subsidiaries). DSS and each DSS Guarantor Subsidiary is 100% owned by Cott Corporation. The DSS Notes are fully and unconditionally, jointly and severally, guaranteed by Cott
Corporation and the DSS Guarantor Subsidiaries. The Indenture governing the DSS Notes (DSS Indenture) requires any 100% owned domestic restricted subsidiary (i) that guarantees or becomes a borrower under the Credit Agreement (as defined
in the DSS Indenture) or the ABL facility or (ii) that guarantees any other indebtedness of Cott Corporation, DSS or any of the DSS Guarantor Subsidiaries (other than junior lien obligations) secured by collateral (other than Excluded Property (as
defined in the DSS Indenture)) to guarantee the DSS Notes. The guarantees of Cott Corporation and the DSS Guarantor Subsidiaries may be released in limited circumstances only upon the occurrence of certain customary conditions set forth in the
Indenture governing the DSS Notes.
We have not presented separate financial statements and separate disclosures have not been provided
concerning the DSS Guarantor Subsidiaries due to the presentation of condensed consolidating financial information set forth in this Note, consistent with Securities and Exchange Commission (SEC) rules governing reporting of subsidiary
financial information.
The following summarized condensed consolidating financial information of the Company sets forth on a
consolidating basis: our Balance Sheets, Statements of Operations and Cash Flows for Cott Corporation, DSS, the DSS Guarantor Subsidiaries and our other non-guarantor subsidiaries (the DSS Non-Guarantor Subsidiaries). This supplemental
financial information reflects our investments and those of DSS in their respective subsidiaries using the equity method of accounting.
The 2024 Notes were initially issued on June 30, 2016 by Cott Finance Corporation, which was not a DSS Guarantor Subsidiary. Cott Finance
Corporation was declared an unrestricted subsidiary under the Indenture governing the DSS Notes. As a result, such entity is reflected as a DSS Non-Guarantor Subsidiary in the following summarized condensed consolidating financial information
through August 2, 2016. Substantially simultaneously with the closing of the acquisition of Eden on August 2, 2016, Cott Finance Corporation combined with Cott Corporation by way of an amalgamation and the combined company, Cott
Corporation, assumed all of the obligations of Cott Finance Corporation as issuer under the 2024 Notes, and Cott Corporations U.S., Canadian, U.K., Luxembourg and Dutch subsidiaries that are currently obligors under the 2022 Notes and
the 2020 Notes (including Cott Beverages Inc.) entered into a supplemental indenture to guarantee the 2024 Notes. Currently, the obligors under the 2024 Notes are different than the obligors under the DSS Notes, but identical to the obligors under
the 2022 Notes and the 2020 Notes. The 2024 Notes are listed on the official list of the Irish Stock Exchange and are traded on the Global Exchange Market thereof.
27
Condensed Consolidating Statements of Operations
(in millions of U.S. dollars)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended October 1, 2016
|
|
|
|
|
|
|
|
|
|
DSS
|
|
|
DSS
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
DS Services of
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
America, Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
Revenue, net
|
|
$
|
42.9
|
|
|
$
|
262.2
|
|
|
$
|
495.8
|
|
|
$
|
99.8
|
|
|
$
|
(15.6
|
)
|
|
$
|
885.1
|
|
Cost of sales
|
|
|
35.2
|
|
|
|
101.2
|
|
|
|
409.9
|
|
|
|
48.6
|
|
|
|
(15.6
|
)
|
|
|
579.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
7.7
|
|
|
|
161.0
|
|
|
|
85.9
|
|
|
|
51.2
|
|
|
|
|
|
|
|
305.8
|
|
Selling, general and administrative expenses
|
|
|
6.3
|
|
|
|
143.9
|
|
|
|
69.1
|
|
|
|
43.7
|
|
|
|
|
|
|
|
263.0
|
|
(Gain) loss on disposal of property, plant & equipment, net
|
|
|
(0.8
|
)
|
|
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.8
|
|
Acquisition and integration expenses
|
|
|
|
|
|
|
(1.4
|
)
|
|
|
7.4
|
|
|
|
1.4
|
|
|
|
|
|
|
|
7.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
2.2
|
|
|
|
16.9
|
|
|
|
9.4
|
|
|
|
6.1
|
|
|
|
|
|
|
|
34.6
|
|
Other (income) expense, net
|
|
|
(2.4
|
)
|
|
|
(0.3
|
)
|
|
|
(1.6
|
)
|
|
|
1.1
|
|
|
|
|
|
|
|
(3.2
|
)
|
Intercompany interest expense (income), net
|
|
|
|
|
|
|
10.8
|
|
|
|
(10.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (income), net
|
|
|
7.4
|
|
|
|
7.4
|
|
|
|
19.8
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
34.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income tax expense (benefit) and equity income
|
|
|
(2.8
|
)
|
|
|
(1.0
|
)
|
|
|
2.0
|
|
|
|
5.2
|
|
|
|
|
|
|
|
3.4
|
|
Income tax expense (benefit)
|
|
|
8.6
|
|
|
|
(0.2
|
)
|
|
|
(3.0
|
)
|
|
|
0.4
|
|
|
|
|
|
|
|
5.8
|
|
Equity income
|
|
|
7.5
|
|
|
|
|
|
|
|
1.7
|
|
|
|
|
|
|
|
(9.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(3.9
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
6.7
|
|
|
$
|
4.8
|
|
|
$
|
(9.2
|
)
|
|
$
|
(2.4
|
)
|
Less: Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.5
|
|
|
|
|
|
|
|
1.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributed to Cott Corporation
|
|
$
|
(3.9
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
6.7
|
|
|
$
|
3.3
|
|
|
$
|
(9.2
|
)
|
|
$
|
(3.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (loss) income attributed to Cott Corporation
|
|
$
|
(9.1
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
110.3
|
|
|
$
|
7.2
|
|
|
$
|
(116.7
|
)
|
|
$
|
(9.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
Condensed Consolidating Statements of Operations
(in millions of U.S. dollars)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended October 1, 2016
|
|
|
|
|
|
|
|
|
|
DSS
|
|
|
DSS
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
DS Services of
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
America, Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
Revenue, net
|
|
$
|
124.9
|
|
|
$
|
764.3
|
|
|
$
|
1,339.9
|
|
|
$
|
163.5
|
|
|
$
|
(44.1
|
)
|
|
$
|
2,348.5
|
|
Cost of sales
|
|
|
103.8
|
|
|
|
297.5
|
|
|
|
1,118.7
|
|
|
|
100.2
|
|
|
|
(44.1
|
)
|
|
|
1,576.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
21.1
|
|
|
|
466.8
|
|
|
|
221.2
|
|
|
|
63.3
|
|
|
|
|
|
|
|
772.4
|
|
Selling, general and administrative expenses
|
|
|
28.6
|
|
|
|
422.3
|
|
|
|
161.8
|
|
|
|
49.4
|
|
|
|
|
|
|
|
662.1
|
|
(Gain) loss on disposal of property, plant & equipment, net
|
|
|
(0.8
|
)
|
|
|
4.8
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
|
3.9
|
|
Acquisition and integration expenses
|
|
|
|
|
|
|
0.6
|
|
|
|
18.5
|
|
|
|
1.4
|
|
|
|
|
|
|
|
20.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
|
(6.7
|
)
|
|
|
39.1
|
|
|
|
41.0
|
|
|
|
12.5
|
|
|
|
|
|
|
|
85.9
|
|
Other (income) expense, net
|
|
|
(2.2
|
)
|
|
|
(1.6
|
)
|
|
|
0.2
|
|
|
|
1.2
|
|
|
|
|
|
|
|
(2.4
|
)
|
Intercompany interest expense (income), net
|
|
|
|
|
|
|
32.4
|
|
|
|
(32.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (income), net
|
|
|
7.8
|
|
|
|
22.0
|
|
|
|
59.6
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
89.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income tax expense (benefit) and equity income
|
|
|
(12.3
|
)
|
|
|
(13.7
|
)
|
|
|
13.6
|
|
|
|
11.5
|
|
|
|
|
|
|
|
(0.9
|
)
|
Income tax expense (benefit)
|
|
|
8.6
|
|
|
|
(4.8
|
)
|
|
|
(9.8
|
)
|
|
|
0.5
|
|
|
|
|
|
|
|
(5.5
|
)
|
Equity income
|
|
|
21.1
|
|
|
|
|
|
|
|
5.0
|
|
|
|
|
|
|
|
(26.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
0.2
|
|
|
$
|
(8.9
|
)
|
|
$
|
28.4
|
|
|
$
|
11.0
|
|
|
$
|
(26.1
|
)
|
|
$
|
4.6
|
|
Less: Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
|
|
|
|
|
|
4.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributed to Cott Corporation
|
|
$
|
0.2
|
|
|
$
|
(8.9
|
)
|
|
$
|
28.4
|
|
|
$
|
6.6
|
|
|
$
|
(26.1
|
)
|
|
$
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (loss) income attributed to Cott Corporation
|
|
$
|
(19.6
|
)
|
|
$
|
(8.9
|
)
|
|
$
|
216.5
|
|
|
$
|
10.6
|
|
|
$
|
(218.2
|
)
|
|
$
|
(19.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29
Condensed Consolidating Statements of Operations
(in millions of U.S. dollars)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended October 3, 2015
|
|
|
|
|
|
|
|
|
|
DSS
|
|
|
DSS
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
DS Services of
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
America, Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
Revenue, net
|
|
$
|
37.0
|
|
|
$
|
268.1
|
|
|
$
|
431.3
|
|
|
$
|
33.3
|
|
|
$
|
(14.1
|
)
|
|
$
|
755.6
|
|
Cost of sales
|
|
|
31.4
|
|
|
|
104.3
|
|
|
|
375.2
|
|
|
|
26.3
|
|
|
|
(14.1
|
)
|
|
|
523.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
5.6
|
|
|
|
163.8
|
|
|
|
56.1
|
|
|
|
7.0
|
|
|
|
|
|
|
|
232.5
|
|
Selling, general and administrative expenses
|
|
|
6.0
|
|
|
|
142.5
|
|
|
|
44.2
|
|
|
|
3.5
|
|
|
|
|
|
|
|
196.2
|
|
Loss on disposal of property, plant & equipment
|
|
|
|
|
|
|
0.9
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
1.1
|
|
Acquisition and integration expenses
|
|
|
|
|
|
|
6.4
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
6.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
|
(0.4
|
)
|
|
|
14.0
|
|
|
|
11.5
|
|
|
|
3.5
|
|
|
|
|
|
|
|
28.6
|
|
Other expense (income), net
|
|
|
0.8
|
|
|
|
(0.6
|
)
|
|
|
0.3
|
|
|
|
0.1
|
|
|
|
|
|
|
|
0.6
|
|
Intercompany interest expense (income), net
|
|
|
|
|
|
|
10.8
|
|
|
|
(10.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
|
|
|
|
7.4
|
|
|
|
20.0
|
|
|
|
|
|
|
|
|
|
|
|
27.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income tax benefit and equity income
|
|
|
(1.2
|
)
|
|
|
(3.6
|
)
|
|
|
2.0
|
|
|
|
3.4
|
|
|
|
|
|
|
|
0.6
|
|
Income tax benefit
|
|
|
(0.2
|
)
|
|
|
(1.2
|
)
|
|
|
(4.3
|
)
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
(5.8
|
)
|
Equity income
|
|
|
5.8
|
|
|
|
|
|
|
|
1.0
|
|
|
|
|
|
|
|
(6.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
4.8
|
|
|
$
|
(2.4
|
)
|
|
$
|
7.3
|
|
|
$
|
3.5
|
|
|
$
|
(6.8
|
)
|
|
$
|
6.4
|
|
Less: Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.6
|
|
|
|
|
|
|
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributed to Cott Corporation
|
|
$
|
4.8
|
|
|
$
|
(2.4
|
)
|
|
$
|
7.3
|
|
|
$
|
1.9
|
|
|
$
|
(6.8
|
)
|
|
$
|
4.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (loss) income attributed to Cott Corporation
|
|
$
|
(8.9
|
)
|
|
$
|
(2.4
|
)
|
|
$
|
(19.8
|
)
|
|
$
|
3.9
|
|
|
$
|
18.3
|
|
|
$
|
(8.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30
Condensed Consolidating Statements of Operations
(in millions of U.S. dollars)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended October 3, 2015
|
|
|
|
|
|
|
|
|
|
DSS
|
|
|
DSS
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
DS Services of
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
America, Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
Revenue, net
|
|
$
|
113.9
|
|
|
$
|
765.4
|
|
|
$
|
1,307.1
|
|
|
$
|
103.0
|
|
|
$
|
(44.2
|
)
|
|
$
|
2,245.2
|
|
Cost of sales
|
|
|
96.8
|
|
|
|
305.5
|
|
|
|
1,129.6
|
|
|
|
83.1
|
|
|
|
(44.2
|
)
|
|
|
1,570.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
17.1
|
|
|
|
459.9
|
|
|
|
177.5
|
|
|
|
19.9
|
|
|
|
|
|
|
|
674.4
|
|
Selling, general and administrative expenses
|
|
|
16.4
|
|
|
|
418.8
|
|
|
|
130.1
|
|
|
|
9.6
|
|
|
|
|
|
|
|
574.9
|
|
Loss (gain) on disposal of property, plant & equipment
|
|
|
|
|
|
|
2.9
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
2.7
|
|
Acquisition and integration expenses
|
|
|
|
|
|
|
12.5
|
|
|
|
2.9
|
|
|
|
|
|
|
|
|
|
|
|
15.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
0.7
|
|
|
|
25.7
|
|
|
|
44.7
|
|
|
|
10.3
|
|
|
|
|
|
|
|
81.4
|
|
Other (income) expense, net
|
|
|
(9.0
|
)
|
|
|
(1.0
|
)
|
|
|
1.1
|
|
|
|
0.1
|
|
|
|
|
|
|
|
(8.8
|
)
|
Intercompany interest (income) expense, net
|
|
|
(4.9
|
)
|
|
|
32.7
|
|
|
|
(27.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
0.1
|
|
|
|
22.2
|
|
|
|
60.7
|
|
|
|
|
|
|
|
|
|
|
|
83.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax expense (benefit) and equity income
|
|
|
14.5
|
|
|
|
(28.2
|
)
|
|
|
10.7
|
|
|
|
10.2
|
|
|
|
|
|
|
|
7.2
|
|
Income tax expense (benefit)
|
|
|
2.8
|
|
|
|
(10.2
|
)
|
|
|
(9.0
|
)
|
|
|
0.1
|
|
|
|
|
|
|
|
(16.3
|
)
|
Equity income
|
|
|
7.2
|
|
|
|
|
|
|
|
4.0
|
|
|
|
|
|
|
|
(11.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
18.9
|
|
|
$
|
(18.0
|
)
|
|
$
|
23.7
|
|
|
$
|
10.1
|
|
|
$
|
(11.2
|
)
|
|
$
|
23.5
|
|
Less: Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.6
|
|
|
|
|
|
|
|
4.6
|
|
Less: Accumulated dividends on convertible preferred shares
|
|
|
4.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
Less: Accumulated dividends on non-convertible preferred shares
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
Less: Foreign exchange impact on redemption of preferred shares
|
|
|
12.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributed to Cott Corporation
|
|
$
|
1.0
|
|
|
$
|
(18.0
|
)
|
|
$
|
23.7
|
|
|
$
|
5.5
|
|
|
$
|
(11.2
|
)
|
|
$
|
1.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (loss) income attributed to Cott Corporation
|
|
$
|
(16.3
|
)
|
|
$
|
(18.0
|
)
|
|
$
|
23.7
|
|
|
$
|
8.7
|
|
|
$
|
(14.4
|
)
|
|
$
|
(16.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
Consolidating Balance Sheets
(in millions of U.S. dollars)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of October 1, 2016
|
|
|
|
|
|
|
|
|
|
DSS
|
|
|
DSS
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
DS Services of
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
America, Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents
|
|
$
|
1.3
|
|
|
$
|
35.4
|
|
|
$
|
40.3
|
|
|
$
|
41.9
|
|
|
$
|
|
|
|
$
|
118.9
|
|
Accounts receivable, net of allowance
|
|
|
24.5
|
|
|
|
121.4
|
|
|
|
281.6
|
|
|
|
112.6
|
|
|
|
(76.8
|
)
|
|
|
463.3
|
|
Income taxes recoverable
|
|
|
0.1
|
|
|
|
0.7
|
|
|
|
0.1
|
|
|
|
0.3
|
|
|
|
(0.6
|
)
|
|
|
0.6
|
|
Inventories
|
|
|
14.3
|
|
|
|
28.8
|
|
|
|
249.4
|
|
|
|
27.6
|
|
|
|
|
|
|
|
320.1
|
|
Prepaid expenses and other assets
|
|
|
1.0
|
|
|
|
10.2
|
|
|
|
15.9
|
|
|
|
6.8
|
|
|
|
|
|
|
|
33.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
41.2
|
|
|
|
196.5
|
|
|
|
587.3
|
|
|
|
189.2
|
|
|
|
(77.4
|
)
|
|
|
936.8
|
|
Property, plant & equipment, net
|
|
|
29.0
|
|
|
|
377.3
|
|
|
|
440.4
|
|
|
|
104.7
|
|
|
|
|
|
|
|
951.4
|
|
Goodwill
|
|
|
20.8
|
|
|
|
581.6
|
|
|
|
303.8
|
|
|
|
280.5
|
|
|
|
|
|
|
|
1,186.7
|
|
Intangibles and other assets, net
|
|
|
11.6
|
|
|
|
379.1
|
|
|
|
402.9
|
|
|
|
226.3
|
|
|
|
|
|
|
|
1,019.9
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
|
|
47.4
|
|
|
|
19.6
|
|
|
|
(47.4
|
)
|
|
|
19.6
|
|
Due from affiliates
|
|
|
992.6
|
|
|
|
|
|
|
|
544.3
|
|
|
|
|
|
|
|
(1,536.9
|
)
|
|
|
|
|
Investments in subsidiaries
|
|
|
446.7
|
|
|
|
|
|
|
|
400.1
|
|
|
|
|
|
|
|
(846.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,541.9
|
|
|
$
|
1,534.5
|
|
|
$
|
2,726.2
|
|
|
$
|
820.3
|
|
|
$
|
(2,508.5
|
)
|
|
$
|
4,114.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings
|
|
$
|
|
|
|
$
|
|
|
|
$
|
264.1
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
264.1
|
|
Current maturities of long-term debt
|
|
|
|
|
|
|
|
|
|
|
3.0
|
|
|
|
2.0
|
|
|
|
|
|
|
|
5.0
|
|
Accounts payable and accrued liabilities
|
|
|
63.6
|
|
|
|
158.1
|
|
|
|
321.6
|
|
|
|
132.8
|
|
|
|
(77.4
|
)
|
|
|
598.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
63.6
|
|
|
|
158.1
|
|
|
|
588.7
|
|
|
|
134.8
|
|
|
|
(77.4
|
)
|
|
|
867.8
|
|
Long-term debt
|
|
|
504.5
|
|
|
|
385.7
|
|
|
|
1,126.0
|
|
|
|
2.9
|
|
|
|
|
|
|
|
2,019.1
|
|
Deferred tax liabilities
|
|
|
1.0
|
|
|
|
92.9
|
|
|
|
67.1
|
|
|
|
55.8
|
|
|
|
(47.4
|
)
|
|
|
169.4
|
|
Other long-term liabilities
|
|
|
0.5
|
|
|
|
36.4
|
|
|
|
36.7
|
|
|
|
8.2
|
|
|
|
|
|
|
|
81.8
|
|
Due to affiliates
|
|
|
1.1
|
|
|
|
543.3
|
|
|
|
471.3
|
|
|
|
521.2
|
|
|
|
(1,536.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
570.7
|
|
|
|
1,216.4
|
|
|
|
2,289.8
|
|
|
|
722.9
|
|
|
|
(1,661.7
|
)
|
|
|
3,138.1
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares, no par
|
|
|
907.4
|
|
|
|
355.4
|
|
|
|
645.5
|
|
|
|
149.7
|
|
|
|
(1,150.6
|
)
|
|
|
907.4
|
|
Additional paid-in-capital
|
|
|
53.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53.1
|
|
Retained earnings (deficit)
|
|
|
106.7
|
|
|
|
(37.1
|
)
|
|
|
(411.5
|
)
|
|
|
(70.4
|
)
|
|
|
519.0
|
|
|
|
106.7
|
|
Accumulated other comprehensive (loss) income
|
|
|
(96.0
|
)
|
|
|
(0.2
|
)
|
|
|
202.4
|
|
|
|
13.0
|
|
|
|
(215.2
|
)
|
|
|
(96.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cott Corporation equity
|
|
|
971.2
|
|
|
|
318.1
|
|
|
|
436.4
|
|
|
|
92.3
|
|
|
|
(846.8
|
)
|
|
|
971.2
|
|
Non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.1
|
|
|
|
|
|
|
|
5.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
971.2
|
|
|
|
318.1
|
|
|
|
436.4
|
|
|
|
97.4
|
|
|
|
(846.8
|
)
|
|
|
976.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
1,541.9
|
|
|
$
|
1,534.5
|
|
|
$
|
2,726.2
|
|
|
$
|
820.3
|
|
|
$
|
(2,508.5
|
)
|
|
$
|
4,114.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
Consolidating Balance Sheets
(in millions of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 2, 2016
|
|
|
|
|
|
|
|
|
|
DSS
|
|
|
DSS
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
DS Services of
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
America, Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents
|
|
$
|
20.8
|
|
|
$
|
12.8
|
|
|
$
|
38.4
|
|
|
$
|
5.1
|
|
|
$
|
|
|
|
$
|
77.1
|
|
Accounts receivable, net of allowance
|
|
|
18.3
|
|
|
|
122.6
|
|
|
|
184.6
|
|
|
|
13.0
|
|
|
|
(45.2
|
)
|
|
|
293.3
|
|
Income taxes recoverable
|
|
|
|
|
|
|
0.5
|
|
|
|
0.9
|
|
|
|
0.2
|
|
|
|
|
|
|
|
1.6
|
|
Inventories
|
|
|
13.0
|
|
|
|
31.4
|
|
|
|
199.4
|
|
|
|
5.6
|
|
|
|
|
|
|
|
249.4
|
|
Prepaid expenses and other assets
|
|
|
2.2
|
|
|
|
4.8
|
|
|
|
10.0
|
|
|
|
0.2
|
|
|
|
|
|
|
|
17.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
54.3
|
|
|
|
172.1
|
|
|
|
433.3
|
|
|
|
24.1
|
|
|
|
(45.2
|
)
|
|
|
638.6
|
|
Property, plant & equipment, net
|
|
|
29.7
|
|
|
|
372.6
|
|
|
|
360.8
|
|
|
|
6.7
|
|
|
|
|
|
|
|
769.8
|
|
Goodwill
|
|
|
19.8
|
|
|
|
579.1
|
|
|
|
160.7
|
|
|
|
|
|
|
|
|
|
|
|
759.6
|
|
Intangibles and other assets, net
|
|
|
0.8
|
|
|
|
402.5
|
|
|
|
305.6
|
|
|
|
2.8
|
|
|
|
|
|
|
|
711.7
|
|
Deferred tax assets
|
|
|
7.4
|
|
|
|
|
|
|
|
38.2
|
|
|
|
0.2
|
|
|
|
(38.2
|
)
|
|
|
7.6
|
|
Due from affiliates
|
|
|
400.1
|
|
|
|
|
|
|
|
544.3
|
|
|
|
|
|
|
|
(944.4
|
)
|
|
|
|
|
Investments in subsidiaries
|
|
|
176.3
|
|
|
|
|
|
|
|
400.0
|
|
|
|
|
|
|
|
(576.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
688.4
|
|
|
$
|
1,526.3
|
|
|
$
|
2,242.9
|
|
|
$
|
33.8
|
|
|
$
|
(1,604.1
|
)
|
|
$
|
2,887.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings
|
|
$
|
|
|
|
$
|
|
|
|
$
|
122.0
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
122.0
|
|
Current maturities of long-term debt
|
|
|
|
|
|
|
|
|
|
|
3.0
|
|
|
|
0.4
|
|
|
|
|
|
|
|
3.4
|
|
Accounts payable and accrued liabilities
|
|
|
47.6
|
|
|
|
131.8
|
|
|
|
295.1
|
|
|
|
8.3
|
|
|
|
(45.2
|
)
|
|
|
437.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
47.6
|
|
|
|
131.8
|
|
|
|
420.1
|
|
|
|
8.7
|
|
|
|
(45.2
|
)
|
|
|
563.0
|
|
Long-term debt
|
|
|
|
|
|
|
390.1
|
|
|
|
1,135.3
|
|
|
|
|
|
|
|
|
|
|
|
1,525.4
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
97.7
|
|
|
|
17.0
|
|
|
|
|
|
|
|
(38.2
|
)
|
|
|
76.5
|
|
Other long-term liabilities
|
|
|
0.5
|
|
|
|
36.2
|
|
|
|
38.7
|
|
|
|
1.1
|
|
|
|
|
|
|
|
76.5
|
|
Due to affiliates
|
|
|
1.0
|
|
|
|
543.3
|
|
|
|
371.9
|
|
|
|
28.2
|
|
|
|
(944.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
49.1
|
|
|
|
1,199.1
|
|
|
|
1,983.0
|
|
|
|
38.0
|
|
|
|
(1,027.8
|
)
|
|
|
2,241.4
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares, no par
|
|
|
534.7
|
|
|
|
355.5
|
|
|
|
683.1
|
|
|
|
38.6
|
|
|
|
(1,077.2
|
)
|
|
|
534.7
|
|
Additional paid-in-capital
|
|
|
51.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51.2
|
|
Retained earnings (deficit)
|
|
|
129.6
|
|
|
|
(28.1
|
)
|
|
|
(437.5
|
)
|
|
|
(58.4
|
)
|
|
|
524.0
|
|
|
|
129.6
|
|
Accumulated other comprehensive (loss) income
|
|
|
(76.2
|
)
|
|
|
(0.2
|
)
|
|
|
14.3
|
|
|
|
9.0
|
|
|
|
(23.1
|
)
|
|
|
(76.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cott Corporation equity
|
|
|
639.3
|
|
|
|
327.2
|
|
|
|
259.9
|
|
|
|
(10.8
|
)
|
|
|
(576.3
|
)
|
|
|
639.3
|
|
Non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.6
|
|
|
|
|
|
|
|
6.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
639.3
|
|
|
|
327.2
|
|
|
|
259.9
|
|
|
|
(4.2
|
)
|
|
|
(576.3
|
)
|
|
|
645.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
688.4
|
|
|
$
|
1,526.3
|
|
|
$
|
2,242.9
|
|
|
$
|
33.8
|
|
|
$
|
(1,604.1
|
)
|
|
$
|
2,887.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33
Consolidating Statements of Condensed Cash Flows
(in millions of U.S. dollars)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended October 1, 2016
|
|
|
|
|
|
|
|
|
|
DSS
|
|
|
DSS
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
DS Services of
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
America, Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
Net cash provided by (used in) operating activities
|
|
$
|
250.7
|
|
|
$
|
32.8
|
|
|
$
|
(233.2
|
)
|
|
$
|
57.8
|
|
|
$
|
(16.5
|
)
|
|
$
|
91.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions, net of cash received
|
|
|
(911.3
|
)
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(912.5
|
)
|
Additions to property, plant & equipment
|
|
|
(0.4
|
)
|
|
|
(21.5
|
)
|
|
|
(12.4
|
)
|
|
|
(4.4
|
)
|
|
|
|
|
|
|
(38.7
|
)
|
Additions to intangibles and other assets
|
|
|
|
|
|
|
(1.2
|
)
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
|
(1.7
|
)
|
Proceeds from sale of property, plant & equipment
|
|
|
0.8
|
|
|
|
0.1
|
|
|
|
0.3
|
|
|
|
0.4
|
|
|
|
|
|
|
|
1.6
|
|
Proceeds from insurance recoveries
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
Decrease in restricted cash
|
|
|
2.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(908.1
|
)
|
|
|
(23.8
|
)
|
|
|
(11.2
|
)
|
|
|
(4.0
|
)
|
|
|
|
|
|
|
(947.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of long-term debt
|
|
|
|
|
|
|
|
|
|
|
(1.2
|
)
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
(1.8
|
)
|
Issue of long-term debt
|
|
|
498.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
498.7
|
|
Borrowings under ABL
|
|
|
|
|
|
|
|
|
|
|
814.5
|
|
|
|
|
|
|
|
|
|
|
|
814.5
|
|
Payments under ABL
|
|
|
|
|
|
|
|
|
|
|
(550.6
|
)
|
|
|
|
|
|
|
|
|
|
|
(550.6
|
)
|
Distributions to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.7
|
)
|
|
|
|
|
|
|
(2.7
|
)
|
Issuance of common shares
|
|
|
2.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.4
|
|
Financing fees
|
|
|
(11.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11.9
|
)
|
Common shares repurchased and cancelled
|
|
|
(3.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.4
|
)
|
Dividends paid to common shareowners
|
|
|
(8.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8.4
|
)
|
Payment of deferred consideration for acquisitions
|
|
|
|
|
|
|
|
|
|
|
(10.8
|
)
|
|
|
|
|
|
|
|
|
|
|
(10.8
|
)
|
Intercompany dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16.5
|
)
|
|
|
16.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
477.4
|
|
|
|
|
|
|
|
251.9
|
|
|
|
(19.8
|
)
|
|
|
16.5
|
|
|
|
726.0
|
|
Effect of exchange rate changes on cash
|
|
|
(1.3
|
)
|
|
|
|
|
|
|
(0.4
|
)
|
|
|
0.6
|
|
|
|
|
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash & cash equivalents
|
|
|
(181.3
|
)
|
|
|
9.0
|
|
|
|
7.1
|
|
|
|
34.6
|
|
|
|
|
|
|
|
(130.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, beginning of period
|
|
|
182.6
|
|
|
|
26.4
|
|
|
|
33.2
|
|
|
|
7.3
|
|
|
|
|
|
|
|
249.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, end of period
|
|
$
|
1.3
|
|
|
$
|
35.4
|
|
|
$
|
40.3
|
|
|
$
|
41.9
|
|
|
$
|
|
|
|
$
|
118.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34
Consolidating Statements of Condensed Cash Flows
(in millions of U.S. dollars)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended October 1, 2016
|
|
|
|
|
|
|
|
|
|
DSS
|
|
|
DSS
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
DS Services of
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
America, Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
Net cash provided by (used in) operating activities
|
|
$
|
113.6
|
|
|
$
|
88.5
|
|
|
$
|
(76.3
|
)
|
|
$
|
67.7
|
|
|
$
|
(33.0
|
)
|
|
$
|
160.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions, net of cash received
|
|
|
(954.0
|
)
|
|
|
(4.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(958.7
|
)
|
Additions to property, plant & equipment
|
|
|
(1.3
|
)
|
|
|
(59.1
|
)
|
|
|
(36.0
|
)
|
|
|
(5.0
|
)
|
|
|
|
|
|
|
(101.4
|
)
|
Additions to intangibles and other assets
|
|
|
(0.1
|
)
|
|
|
(2.3
|
)
|
|
|
(2.6
|
)
|
|
|
|
|
|
|
|
|
|
|
(5.0
|
)
|
Proceeds from sale of property, plant & equipment
|
|
|
0.8
|
|
|
|
0.2
|
|
|
|
3.1
|
|
|
|
0.4
|
|
|
|
|
|
|
|
4.5
|
|
Proceeds from insurance recoveries
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(954.6
|
)
|
|
|
(65.9
|
)
|
|
|
(34.1
|
)
|
|
|
(4.6
|
)
|
|
|
|
|
|
|
(1,059.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of long-term debt
|
|
|
|
|
|
|
|
|
|
|
(2.5
|
)
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
(3.3
|
)
|
Issue of long-term debt
|
|
|
498.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
498.7
|
|
Borrowings under ABL
|
|
|
144.8
|
|
|
|
|
|
|
|
1,290.8
|
|
|
|
|
|
|
|
|
|
|
|
1,435.6
|
|
Payments under ABL
|
|
|
(147.7
|
)
|
|
|
|
|
|
|
(1,148.9
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,296.6
|
)
|
Distributions to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.0
|
)
|
|
|
|
|
|
|
(6.0
|
)
|
Issuance of common shares
|
|
|
366.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
366.6
|
|
Financing fees
|
|
|
(11.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11.9
|
)
|
Common shares repurchased and cancelled
|
|
|
(4.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4.5
|
)
|
Dividends paid to common shareowners
|
|
|
(23.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23.1
|
)
|
Payment of deferred consideration for acquisitions
|
|
|
|
|
|
|
|
|
|
|
(10.8
|
)
|
|
|
|
|
|
|
|
|
|
|
(10.8
|
)
|
Intercompany dividends
|
|
|
|
|
|
|
|
|
|
|
(13.0
|
)
|
|
|
(20.0
|
)
|
|
|
33.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
822.9
|
|
|
|
|
|
|
|
115.6
|
|
|
|
(26.8
|
)
|
|
|
33.0
|
|
|
|
944.7
|
|
Effect of exchange rate changes on cash
|
|
|
(1.4
|
)
|
|
|
|
|
|
|
(3.3
|
)
|
|
|
0.5
|
|
|
|
|
|
|
|
(4.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash & cash equivalents
|
|
|
(19.5
|
)
|
|
|
22.6
|
|
|
|
1.9
|
|
|
|
36.8
|
|
|
|
|
|
|
|
41.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, beginning of period
|
|
|
20.8
|
|
|
|
12.8
|
|
|
|
38.4
|
|
|
|
5.1
|
|
|
|
|
|
|
|
77.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, end of period
|
|
$
|
1.3
|
|
|
$
|
35.4
|
|
|
$
|
40.3
|
|
|
$
|
41.9
|
|
|
$
|
|
|
|
$
|
118.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35
Consolidating Statements of Condensed Cash Flows
(in millions of U.S. dollars)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended October 3, 2015
|
|
|
|
|
|
|
|
|
|
DSS
|
|
|
DSS
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
DS Services of
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
America, Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
Net cash (used in) provided by operating activities
|
|
$
|
(4.4
|
)
|
|
$
|
32.2
|
|
|
$
|
58.6
|
|
|
$
|
8.9
|
|
|
$
|
(3.5
|
)
|
|
$
|
91.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition, net of cash received
|
|
|
|
|
|
|
(22.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22.0
|
)
|
Additions to property, plant & equipment
|
|
|
(0.5
|
)
|
|
|
(18.5
|
)
|
|
|
(8.7
|
)
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
(28.3
|
)
|
Additions to intangibles and other assets
|
|
|
|
|
|
|
|
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.5
|
)
|
Proceeds from sale of property, plant & equipment and sale-leaseback
|
|
|
|
|
|
|
0.3
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(0.5
|
)
|
|
|
(40.2
|
)
|
|
|
(9.1
|
)
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
(50.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of long-term debt
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
(0.8
|
)
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
(1.0
|
)
|
Borrowings under ABL
|
|
|
|
|
|
|
|
|
|
|
52.4
|
|
|
|
|
|
|
|
|
|
|
|
52.4
|
|
Payments under ABL
|
|
|
|
|
|
|
|
|
|
|
(97.3
|
)
|
|
|
|
|
|
|
|
|
|
|
(97.3
|
)
|
Distributions to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.2
|
)
|
|
|
|
|
|
|
(3.2
|
)
|
Issuance of common shares
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.5
|
|
Financing fees
|
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
Common shares repurchased and cancelled
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
Dividends paid to common and preferred shareowners
|
|
|
(6.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.5
|
)
|
Intercompany dividends
|
|
|
|
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
(3.3
|
)
|
|
|
3.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(6.2
|
)
|
|
|
|
|
|
|
(46.0
|
)
|
|
|
(6.6
|
)
|
|
|
3.5
|
|
|
|
(55.3
|
)
|
Effect of exchange rate changes on cash
|
|
|
(0.7
|
)
|
|
|
|
|
|
|
(0.6
|
)
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
(1.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash & cash equivalents
|
|
|
(11.8
|
)
|
|
|
(8.0
|
)
|
|
|
2.9
|
|
|
|
1.6
|
|
|
|
|
|
|
|
(15.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, beginning of period
|
|
|
13.8
|
|
|
|
28.6
|
|
|
|
30.8
|
|
|
|
5.8
|
|
|
|
|
|
|
|
79.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, end of period
|
|
$
|
2.0
|
|
|
$
|
20.6
|
|
|
$
|
33.7
|
|
|
$
|
7.4
|
|
|
$
|
|
|
|
$
|
63.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36
Consolidating Statements of Condensed Cash Flows
(in millions of U.S. dollars)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended October 3, 2015
|
|
|
|
|
|
|
|
|
|
DSS
|
|
|
DSS
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
DS Services of
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
America, Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
Net cash provided by operating activities
|
|
$
|
29.3
|
|
|
$
|
53.4
|
|
|
$
|
79.5
|
|
|
$
|
15.7
|
|
|
$
|
(11.5
|
)
|
|
$
|
166.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition, net of cash received
|
|
|
|
|
|
|
(22.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22.5
|
)
|
Additions to property, plant & equipment
|
|
|
(1.0
|
)
|
|
|
(57.3
|
)
|
|
|
(26.2
|
)
|
|
|
(1.0
|
)
|
|
|
|
|
|
|
(85.5
|
)
|
Additions to intangibles and other assets
|
|
|
|
|
|
|
(1.9
|
)
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
|
|
|
|
(2.7
|
)
|
Proceeds from sale of property, plant & equipment and sale-leaseback
|
|
|
|
|
|
|
14.5
|
|
|
|
26.4
|
|
|
|
|
|
|
|
|
|
|
|
40.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(1.0
|
)
|
|
|
(67.2
|
)
|
|
|
(0.6
|
)
|
|
|
(1.0
|
)
|
|
|
|
|
|
|
(69.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of long-term debt
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
(2.2
|
)
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
(2.9
|
)
|
Borrowings under ABL
|
|
|
|
|
|
|
|
|
|
|
801.3
|
|
|
|
|
|
|
|
|
|
|
|
801.3
|
|
Payments under ABL
|
|
|
|
|
|
|
|
|
|
|
(874.5
|
)
|
|
|
|
|
|
|
|
|
|
|
(874.5
|
)
|
Distributions to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.8
|
)
|
|
|
|
|
|
|
(6.8
|
)
|
Issuance of common shares
|
|
|
143.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
143.1
|
|
Financing fees
|
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
Preferred shares repurchased and cancelled
|
|
|
(148.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(148.8
|
)
|
Common shares repurchased and cancelled
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.8
|
)
|
Dividends paid to common and preferred shareowners
|
|
|
(24.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24.5
|
)
|
Payment of deferred consideration for acquisitions
|
|
|
|
|
|
|
|
|
|
|
(2.5
|
)
|
|
|
|
|
|
|
|
|
|
|
(2.5
|
)
|
Intercompany dividends
|
|
|
|
|
|
|
|
|
|
|
(4.5
|
)
|
|
|
(7.0
|
)
|
|
|
11.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(31.1
|
)
|
|
|
|
|
|
|
(82.7
|
)
|
|
|
(14.4
|
)
|
|
|
11.5
|
|
|
|
(116.7
|
)
|
Effect of exchange rate changes on cash
|
|
|
(1.4
|
)
|
|
|
|
|
|
|
(0.7
|
)
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
(2.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash & cash equivalents
|
|
|
(4.2
|
)
|
|
|
(13.8
|
)
|
|
|
(4.5
|
)
|
|
|
0.0
|
|
|
|
|
|
|
|
(22.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, beginning of period
|
|
|
6.2
|
|
|
|
34.4
|
|
|
|
38.2
|
|
|
|
7.4
|
|
|
|
|
|
|
|
86.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, end of period
|
|
$
|
2.0
|
|
|
$
|
20.6
|
|
|
$
|
33.7
|
|
|
$
|
7.4
|
|
|
$
|
|
|
|
$
|
63.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37
Guarantor Subsidiaries of 2024 Notes, 2022 Notes and 2020 Notes
The 2022 Notes and 2020 Notes, each issued by Cott Corporations 100% owned subsidiary CBI, are fully and unconditionally, jointly and
severally guaranteed on a senior basis by Cott Corporation and certain of its 100% owned direct and indirect subsidiaries (the Cott Guarantor Subsidiaries). The Indentures governing the 2022 Notes and the 2020 Notes require (i) any 100%
owned direct and indirect restricted subsidiary that guarantees any indebtedness of CBI or any guarantor and (ii) any non-100% owned subsidiary that guarantees any other capital markets debt of CBI or any guarantor to guarantee the 2022 Notes and
the 2020 Notes. No non-100% owned subsidiaries guarantee the 2022 Notes or the 2020 Notes. The guarantees of Cott Corporation and the Cott Guarantor Subsidiaries may be released in limited circumstances only upon the occurrence of certain customary
conditions set forth in the Indentures governing the 2022 Notes and the 2020 Notes.
The 2024 Notes were initially issued on June 30, 2016
by Cott Finance Corporation, which was not a Cott Guarantor Subsidiary. Cott Finance Corporation was declared an unrestricted subsidiary under the Indentures governing the 2022 Notes and the 2020 Notes. As a result, such entity is reflected as a
Cott Non-Guarantor Subsidiary in the following summarized condensed consolidating financial information through August 2, 2016. Substantially simultaneously with the closing of the Eden Acquisition on August 2, 2016, Cott Finance Corporation
combined with Cott Corporation by way of an amalgamation and the combined company, Cott Corporation, assumed all of the obligations of Cott Finance Corporation as issuer under the 2024 Notes, and Cott Corporations U.S., Canadian,
U.K., Luxembourg and Dutch subsidiaries that are currently obligors under the 2022 Notes and the 2020 Notes (including CBI) entered into a supplemental indenture to guarantee the 2024 Notes. The Indenture governing the 2024 Notes requires (i) any
100% owned domestic restricted subsidiary that guarantees any debt of the issuer or any guarantor and (ii) and any non-100% owned subsidiary that guarantees any other capital markets debt of Cott Corporation or any other guarantor to guarantee the
2024 Notes. No non-100% owned subsidiaries guarantee the 2024 Notes. The guarantees of CBI and the Cott Guarantor Subsidiaries may be released in limited circumstances only upon the occurrence of certain customary conditions set forth in the
Indenture governing the 2024 Notes. Currently, the obligors under the 2024 Notes are identical to the obligors under the 2022 Notes and the 2020 Notes, but different than the obligors under the DSS Notes. The 2024 Notes are listed on the official
list of the Irish Stock Exchange and are traded on the Global Exchange Market thereof.
We have not presented separate financial
statements and separate disclosures have not been provided concerning the Cott Guarantor Subsidiaries due to the presentation of condensed consolidating financial information set forth in this Note, consistent with the SEC rules governing reporting
of subsidiary financial information.
The following summarized condensed consolidating financial information of the Company sets forth on
a consolidating basis: our Balance Sheets, Statements of Operations and Cash Flows for Cott Corporation, CBI, the Cott Guarantor Subsidiaries and our other non-guarantor subsidiaries (the Cott Non-Guarantor Subsidiaries). This
supplemental financial information reflects our investments and those of CBI in their respective subsidiaries using the equity method of accounting.
38
Condensed Consolidating Statements of Operations
(in millions of U.S. dollars)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended October 1, 2016
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
Beverages Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
Revenue, net
|
|
$
|
42.9
|
|
|
$
|
179.7
|
|
|
$
|
578.3
|
|
|
$
|
99.8
|
|
|
$
|
(15.6
|
)
|
|
$
|
885.1
|
|
Cost of sales
|
|
|
35.2
|
|
|
|
150.3
|
|
|
|
360.8
|
|
|
|
48.6
|
|
|
|
(15.6
|
)
|
|
|
579.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
7.7
|
|
|
|
29.4
|
|
|
|
217.5
|
|
|
|
51.2
|
|
|
|
|
|
|
|
305.8
|
|
Selling, general and administrative expenses
|
|
|
6.3
|
|
|
|
22.4
|
|
|
|
190.6
|
|
|
|
43.7
|
|
|
|
|
|
|
|
263.0
|
|
(Gain) loss on disposal of property, plant & equipment, net
|
|
|
(0.8
|
)
|
|
|
0.1
|
|
|
|
1.5
|
|
|
|
|
|
|
|
|
|
|
|
0.8
|
|
Acquisition and integration expenses
|
|
|
|
|
|
|
3.2
|
|
|
|
2.8
|
|
|
|
1.4
|
|
|
|
|
|
|
|
7.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
2.2
|
|
|
|
3.7
|
|
|
|
22.6
|
|
|
|
6.1
|
|
|
|
|
|
|
|
34.6
|
|
Other (income) expense, net
|
|
|
(2.4
|
)
|
|
|
(1.2
|
)
|
|
|
(0.7
|
)
|
|
|
1.1
|
|
|
|
|
|
|
|
(3.2
|
)
|
Intercompany interest (income) expense, net
|
|
|
|
|
|
|
(10.7
|
)
|
|
|
10.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (income), net
|
|
|
7.4
|
|
|
|
19.7
|
|
|
|
7.5
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
34.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income tax expense (benefit) and equity income
|
|
|
(2.8
|
)
|
|
|
(4.1
|
)
|
|
|
5.1
|
|
|
|
5.2
|
|
|
|
|
|
|
|
3.4
|
|
Income tax expense (benefit)
|
|
|
8.6
|
|
|
|
(3.2
|
)
|
|
|
|
|
|
|
0.4
|
|
|
|
|
|
|
|
5.8
|
|
Equity income
|
|
|
7.5
|
|
|
|
1.6
|
|
|
|
0.1
|
|
|
|
|
|
|
|
(9.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(3.9
|
)
|
|
$
|
0.7
|
|
|
$
|
5.2
|
|
|
$
|
4.8
|
|
|
$
|
(9.2
|
)
|
|
$
|
(2.4
|
)
|
Less: Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.5
|
|
|
|
|
|
|
|
1.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributed to Cott Corporation
|
|
$
|
(3.9
|
)
|
|
$
|
0.7
|
|
|
$
|
5.2
|
|
|
$
|
3.3
|
|
|
$
|
(9.2
|
)
|
|
$
|
(3.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (loss) income attributed to Cott Corporation
|
|
$
|
(9.1
|
)
|
|
$
|
0.1
|
|
|
$
|
109.4
|
|
|
$
|
7.2
|
|
|
$
|
(116.7
|
)
|
|
$
|
(9.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39
Condensed Consolidating Statements of Operations
(in millions of U.S. dollars)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended October 1, 2016
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
Beverages Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
Revenue, net
|
|
$
|
124.9
|
|
|
$
|
539.9
|
|
|
$
|
1,564.3
|
|
|
$
|
163.5
|
|
|
$
|
(44.1
|
)
|
|
$
|
2,348.5
|
|
Cost of sales
|
|
|
103.8
|
|
|
|
454.6
|
|
|
|
961.6
|
|
|
|
100.2
|
|
|
|
(44.1
|
)
|
|
|
1,576.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
21.1
|
|
|
|
85.3
|
|
|
|
602.7
|
|
|
|
63.3
|
|
|
|
|
|
|
|
772.4
|
|
Selling, general and administrative expenses
|
|
|
28.6
|
|
|
|
66.3
|
|
|
|
517.8
|
|
|
|
49.4
|
|
|
|
|
|
|
|
662.1
|
|
(Gain) loss on disposal of property, plant & equipment, net
|
|
|
(0.8
|
)
|
|
|
0.6
|
|
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
3.9
|
|
Acquisition and integration expenses
|
|
|
|
|
|
|
14.2
|
|
|
|
4.9
|
|
|
|
1.4
|
|
|
|
|
|
|
|
20.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
|
(6.7
|
)
|
|
|
4.2
|
|
|
|
75.9
|
|
|
|
12.5
|
|
|
|
|
|
|
|
85.9
|
|
Other (income) expense, net
|
|
|
(2.2
|
)
|
|
|
(1.2
|
)
|
|
|
(0.2
|
)
|
|
|
1.2
|
|
|
|
|
|
|
|
(2.4
|
)
|
Intercompany interest (income) expense, net
|
|
|
|
|
|
|
(33.4
|
)
|
|
|
33.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (income), net
|
|
|
7.8
|
|
|
|
59.3
|
|
|
|
22.3
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
89.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income tax expense (benefit) and equity income
|
|
|
(12.3
|
)
|
|
|
(20.5
|
)
|
|
|
20.4
|
|
|
|
11.5
|
|
|
|
|
|
|
|
(0.9
|
)
|
Income tax expense (benefit)
|
|
|
8.6
|
|
|
|
(10.4
|
)
|
|
|
(4.2
|
)
|
|
|
0.5
|
|
|
|
|
|
|
|
(5.5
|
)
|
Equity income
|
|
|
21.1
|
|
|
|
4.6
|
|
|
|
0.4
|
|
|
|
|
|
|
|
(26.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
0.2
|
|
|
$
|
(5.5
|
)
|
|
$
|
25.0
|
|
|
$
|
11.0
|
|
|
$
|
(26.1
|
)
|
|
$
|
4.6
|
|
Less: Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
|
|
|
|
|
|
4.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributed to Cott Corporation
|
|
$
|
0.2
|
|
|
$
|
(5.5
|
)
|
|
$
|
25.0
|
|
|
$
|
6.6
|
|
|
$
|
(26.1
|
)
|
|
$
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (loss) income attributed to Cott Corporation
|
|
$
|
(19.6
|
)
|
|
$
|
(7.4
|
)
|
|
$
|
215.0
|
|
|
$
|
10.6
|
|
|
$
|
(218.2
|
)
|
|
$
|
(19.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40
Condensed Consolidating Statements of Operations
(in millions of U.S. dollars)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended October 3, 2015
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
Beverages Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
Revenue, net
|
|
$
|
37.0
|
|
|
$
|
182.1
|
|
|
$
|
517.3
|
|
|
$
|
33.3
|
|
|
$
|
(14.1
|
)
|
|
$
|
755.6
|
|
Cost of sales
|
|
|
31.4
|
|
|
|
156.3
|
|
|
|
323.2
|
|
|
|
26.3
|
|
|
|
(14.1
|
)
|
|
|
523.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
5.6
|
|
|
|
25.8
|
|
|
|
194.1
|
|
|
|
7.0
|
|
|
|
|
|
|
|
232.5
|
|
Selling, general and administrative expenses
|
|
|
6.0
|
|
|
|
23.8
|
|
|
|
162.9
|
|
|
|
3.5
|
|
|
|
|
|
|
|
196.2
|
|
Loss on disposal of property, plant & equipment
|
|
|
|
|
|
|
0.2
|
|
|
|
0.9
|
|
|
|
|
|
|
|
|
|
|
|
1.1
|
|
Acquisition and integration expenses
|
|
|
|
|
|
|
0.2
|
|
|
|
6.4
|
|
|
|
|
|
|
|
|
|
|
|
6.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
|
(0.4
|
)
|
|
|
1.6
|
|
|
|
23.9
|
|
|
|
3.5
|
|
|
|
|
|
|
|
28.6
|
|
Other expense (income), net
|
|
|
0.8
|
|
|
|
(0.1
|
)
|
|
|
(0.2
|
)
|
|
|
0.1
|
|
|
|
|
|
|
|
0.6
|
|
Intercompany interest (income) expense, net
|
|
|
|
|
|
|
(14.1
|
)
|
|
|
14.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
|
|
|
|
19.8
|
|
|
|
7.6
|
|
|
|
|
|
|
|
|
|
|
|
27.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income tax benefit and equity income (loss)
|
|
|
(1.2
|
)
|
|
|
(4.0
|
)
|
|
|
2.4
|
|
|
|
3.4
|
|
|
|
|
|
|
|
0.6
|
|
Income tax benefit
|
|
|
(0.2
|
)
|
|
|
(4.2
|
)
|
|
|
(1.3
|
)
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
(5.8
|
)
|
Equity income (loss)
|
|
|
5.8
|
|
|
|
1.6
|
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
(6.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
4.8
|
|
|
$
|
1.8
|
|
|
$
|
3.1
|
|
|
$
|
3.5
|
|
|
$
|
(6.8
|
)
|
|
$
|
6.4
|
|
Less: Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.6
|
|
|
|
|
|
|
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributed to Cott Corporation
|
|
$
|
4.8
|
|
|
$
|
1.8
|
|
|
$
|
3.1
|
|
|
$
|
1.9
|
|
|
$
|
(6.8
|
)
|
|
$
|
4.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (loss) income attributed to Cott Corporation
|
|
$
|
(8.9
|
)
|
|
$
|
(7.8
|
)
|
|
$
|
8.9
|
|
|
$
|
3.9
|
|
|
$
|
(5.0
|
)
|
|
$
|
(8.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41
Condensed Consolidating Statements of Operations
(in millions of U.S. dollars)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended October 3, 2015
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
Beverages Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
Revenue, net
|
|
$
|
113.9
|
|
|
$
|
549.2
|
|
|
$
|
1,523.3
|
|
|
$
|
103.0
|
|
|
$
|
(44.2
|
)
|
|
$
|
2,245.2
|
|
Cost of sales
|
|
|
96.8
|
|
|
|
467.0
|
|
|
|
968.1
|
|
|
|
83.1
|
|
|
|
(44.2
|
)
|
|
|
1,570.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
17.1
|
|
|
|
82.2
|
|
|
|
555.2
|
|
|
|
19.9
|
|
|
|
|
|
|
|
674.4
|
|
Selling, general and administrative expenses
|
|
|
16.4
|
|
|
|
72.2
|
|
|
|
476.7
|
|
|
|
9.6
|
|
|
|
|
|
|
|
574.9
|
|
(Gain) loss on disposal of property, plant & equipment
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
2.9
|
|
|
|
|
|
|
|
|
|
|
|
2.7
|
|
Acquisition and integration expenses
|
|
|
|
|
|
|
2.2
|
|
|
|
13.2
|
|
|
|
|
|
|
|
|
|
|
|
15.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
0.7
|
|
|
|
8.0
|
|
|
|
62.4
|
|
|
|
10.3
|
|
|
|
|
|
|
|
81.4
|
|
Other (income) expense, net
|
|
|
(9.0
|
)
|
|
|
(0.1
|
)
|
|
|
0.2
|
|
|
|
0.1
|
|
|
|
|
|
|
|
(8.8
|
)
|
Intercompany interest (income) expense, net
|
|
|
(4.9
|
)
|
|
|
(39.6
|
)
|
|
|
44.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
0.1
|
|
|
|
60.1
|
|
|
|
22.8
|
|
|
|
|
|
|
|
|
|
|
|
83.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax expense (benefit) and equity income (loss)
|
|
|
14.5
|
|
|
|
(12.4
|
)
|
|
|
(5.1
|
)
|
|
|
10.2
|
|
|
|
|
|
|
|
7.2
|
|
Income tax expense (benefit)
|
|
|
2.8
|
|
|
|
(10.7
|
)
|
|
|
(8.5
|
)
|
|
|
0.1
|
|
|
|
|
|
|
|
(16.3
|
)
|
Equity income (loss)
|
|
|
7.2
|
|
|
|
4.6
|
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
(11.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
18.9
|
|
|
$
|
2.9
|
|
|
$
|
2.8
|
|
|
$
|
10.1
|
|
|
$
|
(11.2
|
)
|
|
$
|
23.5
|
|
Less: Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.6
|
|
|
|
|
|
|
|
4.6
|
|
Less: Accumulated dividends on convertible preferred shares
|
|
|
4.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
Less: Accumulated dividends on non-convertible preferred shares
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
Less: Foreign exchange impact on redemption of preferred shares
|
|
|
12.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributed to Cott Corporation
|
|
$
|
1.0
|
|
|
$
|
2.9
|
|
|
$
|
2.8
|
|
|
$
|
5.5
|
|
|
$
|
(11.2
|
)
|
|
$
|
1.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (loss) income attributed to Cott Corporation
|
|
$
|
(16.3
|
)
|
|
$
|
(4.1
|
)
|
|
$
|
9.8
|
|
|
$
|
8.7
|
|
|
$
|
(14.4
|
)
|
|
$
|
(16.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42
Consolidating Balance Sheets
(in millions of U.S. dollars)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of October 1, 2016
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
Beverages Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents
|
|
$
|
1.3
|
|
|
$
|
2.2
|
|
|
$
|
73.5
|
|
|
$
|
41.9
|
|
|
$
|
|
|
|
$
|
118.9
|
|
Accounts receivable, net of allowance
|
|
|
24.5
|
|
|
|
93.4
|
|
|
|
438.0
|
|
|
|
112.6
|
|
|
|
(205.2
|
)
|
|
|
463.3
|
|
Income taxes recoverable
|
|
|
0.1
|
|
|
|
|
|
|
|
0.8
|
|
|
|
0.3
|
|
|
|
(0.6
|
)
|
|
|
0.6
|
|
Inventories
|
|
|
14.3
|
|
|
|
77.2
|
|
|
|
201.0
|
|
|
|
27.6
|
|
|
|
|
|
|
|
320.1
|
|
Prepaid expenses and other assets
|
|
|
1.0
|
|
|
|
7.2
|
|
|
|
18.9
|
|
|
|
6.8
|
|
|
|
|
|
|
|
33.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
41.2
|
|
|
|
180.0
|
|
|
|
732.2
|
|
|
|
189.2
|
|
|
|
(205.8
|
)
|
|
|
936.8
|
|
Property, plant & equipment, net
|
|
|
29.0
|
|
|
|
155.4
|
|
|
|
662.3
|
|
|
|
104.7
|
|
|
|
|
|
|
|
951.4
|
|
Goodwill
|
|
|
20.8
|
|
|
|
4.5
|
|
|
|
880.9
|
|
|
|
280.5
|
|
|
|
|
|
|
|
1,186.7
|
|
Intangibles and other assets, net
|
|
|
11.6
|
|
|
|
74.2
|
|
|
|
707.8
|
|
|
|
226.3
|
|
|
|
|
|
|
|
1,019.9
|
|
Deferred tax assets
|
|
|
|
|
|
|
47.4
|
|
|
|
|
|
|
|
19.6
|
|
|
|
(47.4
|
)
|
|
|
19.6
|
|
Due from affiliates
|
|
|
992.6
|
|
|
|
582.2
|
|
|
|
343.1
|
|
|
|
|
|
|
|
(1,917.9
|
)
|
|
|
|
|
Investments in subsidiaries
|
|
|
446.7
|
|
|
|
847.3
|
|
|
|
967.5
|
|
|
|
|
|
|
|
(2,261.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,541.9
|
|
|
$
|
1,891.0
|
|
|
$
|
4,293.8
|
|
|
$
|
820.3
|
|
|
$
|
(4,432.6
|
)
|
|
$
|
4,114.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings
|
|
$
|
|
|
|
$
|
264.1
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
264.1
|
|
Current maturities of long-term debt
|
|
|
|
|
|
|
2.6
|
|
|
|
0.4
|
|
|
|
2.0
|
|
|
|
|
|
|
|
5.0
|
|
Accounts payable and accrued liabilities
|
|
|
63.6
|
|
|
|
238.1
|
|
|
|
370.0
|
|
|
|
132.8
|
|
|
|
(205.8
|
)
|
|
|
598.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
63.6
|
|
|
|
504.8
|
|
|
|
370.4
|
|
|
|
134.8
|
|
|
|
(205.8
|
)
|
|
|
867.8
|
|
Long-term debt
|
|
|
504.5
|
|
|
|
1,125.1
|
|
|
|
386.6
|
|
|
|
2.9
|
|
|
|
|
|
|
|
2,019.1
|
|
Deferred tax liabilities
|
|
|
1.0
|
|
|
|
|
|
|
|
160.0
|
|
|
|
55.8
|
|
|
|
(47.4
|
)
|
|
|
169.4
|
|
Other long-term liabilities
|
|
|
0.5
|
|
|
|
23.5
|
|
|
|
49.6
|
|
|
|
8.2
|
|
|
|
|
|
|
|
81.8
|
|
Due to affiliates
|
|
|
1.1
|
|
|
|
142.1
|
|
|
|
1,253.5
|
|
|
|
521.2
|
|
|
|
(1,917.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
570.7
|
|
|
|
1,795.5
|
|
|
|
2,220.1
|
|
|
|
722.9
|
|
|
|
(2,171.1
|
)
|
|
|
3,138.1
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares, no par
|
|
|
907.4
|
|
|
|
812.3
|
|
|
|
1,603.3
|
|
|
|
149.7
|
|
|
|
(2,565.3
|
)
|
|
|
907.4
|
|
Additional paid-in-capital
|
|
|
53.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53.1
|
|
Retained earnings (deficit)
|
|
|
106.7
|
|
|
|
(698.2
|
)
|
|
|
249.6
|
|
|
|
(70.4
|
)
|
|
|
519.0
|
|
|
|
106.7
|
|
Accumulated other comprehensive (loss) income
|
|
|
(96.0
|
)
|
|
|
(18.6
|
)
|
|
|
220.8
|
|
|
|
13.0
|
|
|
|
(215.2
|
)
|
|
|
(96.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cott Corporation equity
|
|
|
971.2
|
|
|
|
95.5
|
|
|
|
2,073.7
|
|
|
|
92.3
|
|
|
|
(2,261.5
|
)
|
|
|
971.2
|
|
Non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.1
|
|
|
|
|
|
|
|
5.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
971.2
|
|
|
|
95.5
|
|
|
|
2,073.7
|
|
|
|
97.4
|
|
|
|
(2,261.5
|
)
|
|
|
976.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
1,541.9
|
|
|
$
|
1,891.0
|
|
|
$
|
4,293.8
|
|
|
$
|
820.3
|
|
|
$
|
(4,432.6
|
)
|
|
$
|
4,114.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43
Consolidating Balance Sheets
(in millions of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 2, 2016
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
Beverages, Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents
|
|
$
|
20.8
|
|
|
$
|
1.0
|
|
|
$
|
50.2
|
|
|
$
|
5.1
|
|
|
$
|
|
|
|
$
|
77.1
|
|
Accounts receivable, net of allowance
|
|
|
18.3
|
|
|
|
63.3
|
|
|
|
361.8
|
|
|
|
13.0
|
|
|
|
(163.1
|
)
|
|
|
293.3
|
|
Income taxes recoverable
|
|
|
|
|
|
|
0.6
|
|
|
|
0.8
|
|
|
|
0.2
|
|
|
|
|
|
|
|
1.6
|
|
Inventories
|
|
|
13.0
|
|
|
|
76.7
|
|
|
|
154.1
|
|
|
|
5.6
|
|
|
|
|
|
|
|
249.4
|
|
Prepaid expenses and other assets
|
|
|
2.2
|
|
|
|
4.6
|
|
|
|
10.2
|
|
|
|
0.2
|
|
|
|
|
|
|
|
17.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
54.3
|
|
|
|
146.2
|
|
|
|
577.1
|
|
|
|
24.1
|
|
|
|
(163.1
|
)
|
|
|
638.6
|
|
Property, plant & equipment, net
|
|
|
29.7
|
|
|
|
163.3
|
|
|
|
570.1
|
|
|
|
6.7
|
|
|
|
|
|
|
|
769.8
|
|
Goodwill
|
|
|
19.8
|
|
|
|
4.5
|
|
|
|
735.3
|
|
|
|
|
|
|
|
|
|
|
|
759.6
|
|
Intangibles and other assets, net
|
|
|
0.8
|
|
|
|
79.2
|
|
|
|
628.9
|
|
|
|
2.8
|
|
|
|
|
|
|
|
711.7
|
|
Deferred tax assets
|
|
|
7.4
|
|
|
|
38.2
|
|
|
|
|
|
|
|
0.2
|
|
|
|
(38.2
|
)
|
|
|
7.6
|
|
Due from affiliates
|
|
|
400.1
|
|
|
|
587.5
|
|
|
|
2.6
|
|
|
|
|
|
|
|
(990.2
|
)
|
|
|
|
|
Investments in subsidiaries
|
|
|
176.3
|
|
|
|
847.3
|
|
|
|
702.5
|
|
|
|
|
|
|
|
(1,726.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
688.4
|
|
|
$
|
1,866.2
|
|
|
$
|
3,216.5
|
|
|
$
|
33.8
|
|
|
$
|
(2,917.6
|
)
|
|
$
|
2,887.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings
|
|
$
|
|
|
|
$
|
122.0
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
122.0
|
|
Current maturities of long-term debt
|
|
|
|
|
|
|
2.6
|
|
|
|
0.4
|
|
|
|
0.4
|
|
|
|
|
|
|
|
3.4
|
|
Accounts payable and accrued liabilities
|
|
|
47.6
|
|
|
|
234.6
|
|
|
|
310.2
|
|
|
|
8.3
|
|
|
|
(163.1
|
)
|
|
|
437.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
47.6
|
|
|
|
359.2
|
|
|
|
310.6
|
|
|
|
8.7
|
|
|
|
(163.1
|
)
|
|
|
563.0
|
|
Long-term debt
|
|
|
|
|
|
|
1,134.1
|
|
|
|
391.3
|
|
|
|
|
|
|
|
|
|
|
|
1,525.4
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
|
|
|
|
114.7
|
|
|
|
|
|
|
|
(38.2
|
)
|
|
|
76.5
|
|
Other long-term liabilities
|
|
|
0.5
|
|
|
|
20.0
|
|
|
|
54.9
|
|
|
|
1.1
|
|
|
|
|
|
|
|
76.5
|
|
Due to affiliates
|
|
|
1.0
|
|
|
|
1.6
|
|
|
|
959.4
|
|
|
|
28.2
|
|
|
|
(990.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
49.1
|
|
|
|
1,514.9
|
|
|
|
1,830.9
|
|
|
|
38.0
|
|
|
|
(1,191.5
|
)
|
|
|
2,241.4
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares, no par
|
|
|
534.7
|
|
|
|
701.5
|
|
|
|
1,486.9
|
|
|
|
38.6
|
|
|
|
(2,227.0
|
)
|
|
|
534.7
|
|
Additional paid-in-capital
|
|
|
51.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51.2
|
|
Retained earnings (deficit)
|
|
|
129.6
|
|
|
|
(333.5
|
)
|
|
|
(132.1
|
)
|
|
|
(58.4
|
)
|
|
|
524.0
|
|
|
|
129.6
|
|
Accumulated other comprehensive (loss) income
|
|
|
(76.2
|
)
|
|
|
(16.7
|
)
|
|
|
30.8
|
|
|
|
9.0
|
|
|
|
(23.1
|
)
|
|
|
(76.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cott Corporation equity
|
|
|
639.3
|
|
|
|
351.3
|
|
|
|
1,385.6
|
|
|
|
(10.8
|
)
|
|
|
(1,726.1
|
)
|
|
|
639.3
|
|
Non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.6
|
|
|
|
|
|
|
|
6.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
639.3
|
|
|
|
351.3
|
|
|
|
1,385.6
|
|
|
|
(4.2
|
)
|
|
|
(1,726.1
|
)
|
|
|
645.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
688.4
|
|
|
$
|
1,866.2
|
|
|
$
|
3,216.5
|
|
|
$
|
33.8
|
|
|
$
|
(2,917.6
|
)
|
|
$
|
2,887.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44
Consolidating Statements of Condensed Cash Flows
(in millions of U.S. dollars)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended October 1, 2016
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
Beverages Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
Net cash provided by (used in) operating activities
|
|
$
|
250.7
|
|
|
$
|
(257.7
|
)
|
|
$
|
57.3
|
|
|
$
|
57.8
|
|
|
$
|
(16.5
|
)
|
|
$
|
91.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions, net of cash received
|
|
|
(911.3
|
)
|
|
|
|
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
|
(912.5
|
)
|
Additions to property, plant & equipment
|
|
|
(0.4
|
)
|
|
|
(6.5
|
)
|
|
|
(27.4
|
)
|
|
|
(4.4
|
)
|
|
|
|
|
|
|
(38.7
|
)
|
Additions to intangibles and other assets
|
|
|
|
|
|
|
(0.6
|
)
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
|
|
(1.7
|
)
|
Proceeds from sale of property, plant & equipment
|
|
|
0.8
|
|
|
|
0.3
|
|
|
|
0.1
|
|
|
|
0.4
|
|
|
|
|
|
|
|
1.6
|
|
Proceeds from insurance recoveries
|
|
|
|
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
Decrease in restricted cash
|
|
|
2.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(908.1
|
)
|
|
|
(5.4
|
)
|
|
|
(29.6
|
)
|
|
|
(4.0
|
)
|
|
|
|
|
|
|
(947.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of long-term debt
|
|
|
|
|
|
|
(1.0
|
)
|
|
|
(0.2
|
)
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
(1.8
|
)
|
Issuance of long-term debt
|
|
|
498.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
498.7
|
|
Borrowings under ABL
|
|
|
|
|
|
|
814.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
814.5
|
|
Payments under ABL
|
|
|
|
|
|
|
(550.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(550.6
|
)
|
Distributions to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.7
|
)
|
|
|
|
|
|
|
(2.7
|
)
|
Issuance of common shares
|
|
|
2.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.4
|
|
Financing fees
|
|
|
(11.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11.9
|
)
|
Common shares repurchased and cancelled
|
|
|
(3.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.4
|
)
|
Dividends paid to common shareowners
|
|
|
(8.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8.4
|
)
|
Payment of deferred consideration for acquisitions
|
|
|
|
|
|
|
|
|
|
|
(10.8
|
)
|
|
|
|
|
|
|
|
|
|
|
(10.8
|
)
|
Intercompany dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16.5
|
)
|
|
|
16.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
477.4
|
|
|
|
262.9
|
|
|
|
(11.0
|
)
|
|
|
(19.8
|
)
|
|
|
16.5
|
|
|
|
726.0
|
|
Effect of exchange rate changes on cash
|
|
|
(1.3
|
)
|
|
|
|
|
|
|
(0.4
|
)
|
|
|
0.6
|
|
|
|
|
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash & cash equivalents
|
|
|
(181.3
|
)
|
|
|
(0.2
|
)
|
|
|
16.3
|
|
|
|
34.6
|
|
|
|
|
|
|
|
(130.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, beginning of period
|
|
|
182.6
|
|
|
|
2.4
|
|
|
|
57.2
|
|
|
|
7.3
|
|
|
|
|
|
|
|
249.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, end of period
|
|
$
|
1.3
|
|
|
$
|
2.2
|
|
|
$
|
73.5
|
|
|
$
|
41.9
|
|
|
$
|
|
|
|
$
|
118.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45
Consolidating Statements of Condensed Cash Flows
(in millions of U.S. dollars)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended October 1, 2016
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
Beverages Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
Net cash provided by (used in) operating activities
|
|
$
|
113.6
|
|
|
$
|
(111.9
|
)
|
|
$
|
124.1
|
|
|
$
|
67.7
|
|
|
$
|
(33.0
|
)
|
|
$
|
160.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions, net of cash received
|
|
|
(954.0
|
)
|
|
|
|
|
|
|
(4.7
|
)
|
|
|
|
|
|
|
|
|
|
|
(958.7
|
)
|
Additions to property, plant & equipment
|
|
|
(1.3
|
)
|
|
|
(17.5
|
)
|
|
|
(77.6
|
)
|
|
|
(5.0
|
)
|
|
|
|
|
|
|
(101.4
|
)
|
Additions to intangibles and other assets
|
|
|
(0.1
|
)
|
|
|
(2.7
|
)
|
|
|
(2.2
|
)
|
|
|
|
|
|
|
|
|
|
|
(5.0
|
)
|
Proceeds from sale of property, plant & equipment
|
|
|
0.8
|
|
|
|
0.4
|
|
|
|
2.9
|
|
|
|
0.4
|
|
|
|
|
|
|
|
4.5
|
|
Proceeds from insurance recoveries
|
|
|
|
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(954.6
|
)
|
|
|
(18.4
|
)
|
|
|
(81.6
|
)
|
|
|
(4.6
|
)
|
|
|
|
|
|
|
(1,059.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of long-term debt
|
|
|
|
|
|
|
(2.0
|
)
|
|
|
(0.5
|
)
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
(3.3
|
)
|
Issuance of long-term debt
|
|
|
498.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
498.7
|
|
Borrowings under ABL
|
|
|
144.8
|
|
|
|
1,290.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,435.6
|
|
Payments under ABL
|
|
|
(147.7
|
)
|
|
|
(1,148.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,296.6
|
)
|
Distributions to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.0
|
)
|
|
|
|
|
|
|
(6.0
|
)
|
Issuance of common shares
|
|
|
366.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
366.6
|
|
Financing fees
|
|
|
(11.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11.9
|
)
|
Common shares repurchased and cancelled
|
|
|
(4.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4.5
|
)
|
Dividends paid to common shareowners
|
|
|
(23.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23.1
|
)
|
Payment of deferred consideration for acquisitions
|
|
|
|
|
|
|
|
|
|
|
(10.8
|
)
|
|
|
|
|
|
|
|
|
|
|
(10.8
|
)
|
Intercompany dividends
|
|
|
|
|
|
|
(8.4
|
)
|
|
|
(4.6
|
)
|
|
|
(20.0
|
)
|
|
|
33.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
822.9
|
|
|
|
131.5
|
|
|
|
(15.9
|
)
|
|
|
(26.8
|
)
|
|
|
33.0
|
|
|
|
944.7
|
|
Effect of exchange rate changes on cash
|
|
|
(1.4
|
)
|
|
|
|
|
|
|
(3.3
|
)
|
|
|
0.5
|
|
|
|
|
|
|
|
(4.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash & cash equivalents
|
|
|
(19.5
|
)
|
|
|
1.2
|
|
|
|
23.3
|
|
|
|
36.8
|
|
|
|
|
|
|
|
41.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, beginning of period
|
|
|
20.8
|
|
|
|
1.0
|
|
|
|
50.2
|
|
|
|
5.1
|
|
|
|
|
|
|
|
77.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, end of period
|
|
$
|
1.3
|
|
|
$
|
2.2
|
|
|
$
|
73.5
|
|
|
$
|
41.9
|
|
|
$
|
|
|
|
$
|
118.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46
Consolidating Statements of Condensed Cash Flows
(in millions of U.S. dollars)
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended October 3, 2015
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
|
|
|
|
|
|
|
Cott
|
|
|
Cott
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
Elimination
|
|
|
|
|
|
|
Corporation
|
|
|
Beverages Inc.
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Entries
|
|
|
Consolidated
|
|
Net cash (used in) provided by operating activities
|
|
$
|
(4.4
|
)
|
|
$
|
39.9
|
|
|
$
|
53.5
|
|
|
$
|
8.9
|
|
|
$
|
(6.1
|
)
|
|
$
|
91.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions, net of cash received
|
|
|
|
|
|
|
|
|
|
|
(22.0
|
)
|
|
|
|
|
|
|
|
|
|
|
(22.0
|
)
|
Additions to property, plant & equipment
|
|
|
(0.5
|
)
|
|
|
(3.8
|
)
|
|
|
(23.4
|
)
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
(28.3
|
)
|
Additions to intangibles and other assets
|
|
|
|
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.5
|
)
|
Proceeds from sale of property, plant & equipment and sale-leaseback
|
|
|
|
|
|
|
0.1
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(0.5
|
)
|
|
|
(4.2
|
)
|
|
|
(45.1
|
)
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
(50.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of long-term debt
|
|
|
(0.1
|
)
|
|
|
(0.7
|
)
|
|
|
(0.1
|
)
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
(1.0
|
)
|
Borrowings under ABL
|
|
|
|
|
|
|
43.0
|
|
|
|
9.4
|
|
|
|
|
|
|
|
|
|
|
|
52.4
|
|
Payments under ABL
|
|
|
|
|
|
|
(81.7
|
)
|
|
|
(15.6
|
)
|
|
|
|
|
|
|
|
|
|
|
(97.3
|
)
|
Distributions to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.2
|
)
|
|
|
|
|
|
|
(3.2
|
)
|
Issuance of common shares
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.5
|
|
Financing fees
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
Common shares repurchased and cancelled
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
Dividends paid to common and preferred shareowners
|
|
|
(6.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.5
|
)
|
Intercompany dividends
|
|
|
|
|
|
|
|
|
|
|
(2.8
|
)
|
|
|
(3.3
|
)
|
|
|
6.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(6.2
|
)
|
|
|
(39.5
|
)
|
|
|
(9.1
|
)
|
|
|
(6.6
|
)
|
|
|
6.1
|
|
|
|
(55.3
|
)
|
Effect of exchange rate changes on cash
|
|
|
(0.7
|
)
|
|
|
|
|
|
|
(0.6
|
)
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
(1.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash & cash equivalents
|
|
|
(11.8
|
)
|
|
|
(3.8
|
)
|
|
|
(1.3
|
)
|
|
|
1.6
|
|
|
|
|
|
|
|
(15.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, beginning of period
|
|
|
13.8
|
|
|
|
5.1
|
|
|
|
54.3
|
|
|
|
5.8
|
|
|
|
|
|
|
|
79.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents, end of period
|
|
$
|
2.0
|
|
|
$
|
1.3
|
|
|
$
|
53.0
|
|
|
$
|
7.4
|
|
|
$
|
|
|
|
$
|
63.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47
Consolidating Statements of Condensed Cash Flows
(in millions of U.S. dollars)
Unaudited
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For the Nine Months Ended October 3, 2015
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Cott
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Cott
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Cott
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Cott
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Guarantor
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Non-Guarantor
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Elimination
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Corporation
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Beverages Inc.
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Subsidiaries
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Subsidiaries
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Entries
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Consolidated
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Net cash provided by operating activities
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$
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29.3
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$
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65.8
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$
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78.1
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$
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15.7
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$
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(22.5
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)
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$
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166.4
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Investing Activities
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Acquisitions, net of cash received
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(22.5
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(22.5
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Additions to property, plant & equipment
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(1.0
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)
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(15.0
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(68.5
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(1.0
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)
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(85.5
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Additions to intangibles and other assets
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(0.8
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)
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(1.9
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(2.7
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)
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Proceeds from sale of property, plant & equipment and sale-leaseback
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26.4
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14.5
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40.9
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Net cash (used in) provided by investing activities
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(1.0
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)
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10.6
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(78.4
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(1.0
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(69.8
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Financing Activities
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Payments of long-term debt
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(0.1
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)
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(2.0
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(0.2
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(0.6
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)
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(2.9
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)
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Borrowings under ABL
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757.0
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44.3
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801.3
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Payments under ABL
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(830.0
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)
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(44.5
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)
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(874.5
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)
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Distributions to non-controlling interests
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(6.8
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)
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(6.8
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Issuance of common shares
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143.1
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143.1
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Financing fees
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(0.3
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(0.3
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Preferred shares repurchased and cancelled
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(148.8
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)
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(148.8
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Common shares repurchased and cancelled
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(0.8
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(0.8
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Dividends paid to common and preferred shareowners
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(24.5
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(24.5
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)
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Payment of deferred consideration for acquisitions
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(2.5
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)
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(2.5
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Intercompany dividends
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(8.4
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(7.1
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(7.0
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22.5
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Net cash used in financing activities
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(31.1
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)
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(83.7
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(10.0
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(14.4
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22.5
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(116.7
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Effect of exchange rate changes on cash
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(1.4
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(0.7
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(0.3
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(2.4
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Net decrease in cash & cash equivalents
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(4.2
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(7.3
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(11.0
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0.0
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(22.5
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Cash & cash equivalents, beginning of period
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6.2
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8.6
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64.0
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7.4
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86.2
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Cash & cash equivalents, end of period
|
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$
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2.0
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$
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1.3
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$
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53.0
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$
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7.4
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$
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$
|
63.7
|
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48