|
|
ý
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
CANADA
|
|
98-0154711
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
1200 BRITANNIA ROAD EAST
MISSISSAUGA, ONTARIO, CANADA
|
|
L4W 4T5
|
|
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4221 WEST BOY SCOUT BOULEVARD SUITE 400
TAMPA, FLORIDA, UNITED STATES
|
|
33607
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Large accelerated filer
|
ý
|
|
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
¨
|
|
|
|
|
Emerging growth company
|
¨
|
Class
|
|
Outstanding at August 2, 2018
|
Common Shares, no par value per share
|
|
139,455,636 shares
|
Item 1.
|
Financial Statements (unaudited)
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||||
Revenue, net
|
$
|
603.6
|
|
|
$
|
580.6
|
|
|
$
|
1,164.4
|
|
|
1,117.5
|
|
|
Cost of sales
|
302.2
|
|
|
293.5
|
|
|
589.5
|
|
|
561.6
|
|
||||
Gross profit
|
301.4
|
|
|
287.1
|
|
|
574.9
|
|
|
555.9
|
|
||||
Selling, general and administrative expenses
|
275.2
|
|
|
260.0
|
|
|
536.3
|
|
|
515.0
|
|
||||
Loss on disposal of property, plant and equipment, net
|
1.3
|
|
|
3.9
|
|
|
2.6
|
|
|
5.2
|
|
||||
Acquisition and integration expenses
|
4.2
|
|
|
6.7
|
|
|
9.2
|
|
|
14.0
|
|
||||
Operating income
|
20.7
|
|
|
16.5
|
|
|
26.8
|
|
|
21.7
|
|
||||
Other income, net
|
(12.2
|
)
|
|
(1.0
|
)
|
|
(32.4
|
)
|
|
(2.6
|
)
|
||||
Interest expense, net
|
18.6
|
|
|
23.6
|
|
|
39.4
|
|
|
38.9
|
|
||||
Income (loss) from continuing operations before income taxes
|
14.3
|
|
|
(6.1
|
)
|
|
19.8
|
|
|
(14.6
|
)
|
||||
Income tax expense (benefit)
|
2.1
|
|
|
(1.6
|
)
|
|
3.0
|
|
|
0.1
|
|
||||
Net income (loss) from continuing operations
|
$
|
12.2
|
|
|
$
|
(4.5
|
)
|
|
$
|
16.8
|
|
|
$
|
(14.7
|
)
|
Net (loss) income from discontinued operations, net of income taxes (Note 2)
|
(1.4
|
)
|
|
(17.8
|
)
|
|
356.0
|
|
|
(42.0
|
)
|
||||
Net income (loss)
|
$
|
10.8
|
|
|
$
|
(22.3
|
)
|
|
$
|
372.8
|
|
|
$
|
(56.7
|
)
|
Less: Net income attributable to non-controlling interests - discontinued operations
|
—
|
|
|
2.3
|
|
|
0.6
|
|
|
4.3
|
|
||||
Net income (loss) attributable to Cott Corporation
|
$
|
10.8
|
|
|
$
|
(24.6
|
)
|
|
$
|
372.2
|
|
|
$
|
(61.0
|
)
|
Net income (loss) per common share attributable to Cott Corporation
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.09
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.12
|
|
|
$
|
(0.11
|
)
|
Discontinued operations
|
$
|
(0.01
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
2.54
|
|
|
$
|
(0.33
|
)
|
Net income (loss)
|
$
|
0.08
|
|
|
$
|
(0.18
|
)
|
|
$
|
2.66
|
|
|
$
|
(0.44
|
)
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.09
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.12
|
|
|
$
|
(0.11
|
)
|
Discontinued operations
|
$
|
(0.01
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
2.50
|
|
|
$
|
(0.33
|
)
|
Net income (loss)
|
$
|
0.08
|
|
|
$
|
(0.18
|
)
|
|
$
|
2.62
|
|
|
$
|
(0.44
|
)
|
Weighted average common shares outstanding (in thousands)
|
|
|
|
|
|
|
|
||||||||
Basic
|
139,768
|
|
|
139,000
|
|
|
139,860
|
|
|
138,867
|
|
||||
Diluted
|
141,661
|
|
|
139,000
|
|
|
142,120
|
|
|
138,867
|
|
||||
Dividends declared per common share
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||||
Net income (loss)
|
$
|
10.8
|
|
|
$
|
(22.3
|
)
|
|
$
|
372.8
|
|
|
$
|
(56.7
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustment
|
(17.0
|
)
|
|
12.5
|
|
|
1.6
|
|
|
22.2
|
|
||||
Pension benefit plan, net of tax
1, 2
|
—
|
|
|
(0.3
|
)
|
|
16.9
|
|
|
(0.2
|
)
|
||||
Loss on derivative instruments, net of tax
3
|
(0.5
|
)
|
|
(3.4
|
)
|
|
(4.3
|
)
|
|
(1.0
|
)
|
||||
Total other comprehensive (loss) income
|
(17.5
|
)
|
|
8.8
|
|
|
14.2
|
|
|
21.0
|
|
||||
Comprehensive (loss) income
|
$
|
(6.7
|
)
|
|
$
|
(13.5
|
)
|
|
$
|
387.0
|
|
|
$
|
(35.7
|
)
|
Less: Comprehensive income attributable to non-controlling interests
|
—
|
|
|
2.3
|
|
|
0.6
|
|
|
4.3
|
|
||||
Comprehensive (loss) income attributable to Cott Corporation
|
$
|
(6.7
|
)
|
|
$
|
(15.8
|
)
|
|
$
|
386.4
|
|
|
$
|
(40.0
|
)
|
1
|
Net of
$3.6 million
of associated tax impact that resulted in an increase to the gain on sale of discontinued operations for the
six
months ended
June 30, 2018
.
|
2
|
Net of the effect of
$0.2 million
and
$0.3 million
tax benefit for the
three and six
months ended
July 1, 2017
, respectively.
|
3
|
Net of the effect of
$0.4 million
tax benefit for the six months ended
June 30, 2018
.
|
|
June 30, 2018
|
|
December 30, 2017
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
162.4
|
|
|
$
|
91.9
|
|
Accounts receivable, net of allowance of $8.3 ($7.8 as of December 30, 2017)
|
309.9
|
|
|
285.0
|
|
||
Inventories
|
141.0
|
|
|
127.6
|
|
||
Prepaid expenses and other current assets
|
27.5
|
|
|
20.7
|
|
||
Current assets of discontinued operations
|
—
|
|
|
408.7
|
|
||
Total current assets
|
640.8
|
|
|
933.9
|
|
||
Property, plant and equipment, net
|
583.8
|
|
|
584.2
|
|
||
Goodwill
|
1,125.5
|
|
|
1,104.7
|
|
||
Intangible assets, net
|
744.7
|
|
|
751.1
|
|
||
Deferred tax assets
|
1.4
|
|
|
2.3
|
|
||
Other long-term assets, net
|
39.0
|
|
|
39.4
|
|
||
Long-term assets of discontinued operations
|
—
|
|
|
677.5
|
|
||
Total assets
|
$
|
3,135.2
|
|
|
$
|
4,093.1
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
6.9
|
|
|
$
|
—
|
|
Short-term borrowings required to be repaid or extinguished as part of divestiture
|
—
|
|
|
220.3
|
|
||
Current maturities of long-term debt
|
1.8
|
|
|
5.1
|
|
||
Accounts payable and accrued liabilities
|
421.5
|
|
|
412.9
|
|
||
Current liabilities of discontinued operations
|
—
|
|
|
295.1
|
|
||
Total current liabilities
|
430.2
|
|
|
933.4
|
|
||
Long-term debt
|
1,255.5
|
|
|
1,542.6
|
|
||
Debt required to be repaid or extinguished as part of divestiture
|
—
|
|
|
519.0
|
|
||
Deferred tax liabilities
|
134.3
|
|
|
98.4
|
|
||
Other long-term liabilities
|
76.3
|
|
|
68.2
|
|
||
Long-term liabilities of discontinued operations
|
—
|
|
|
45.8
|
|
||
Total liabilities
|
1,896.3
|
|
|
3,207.4
|
|
||
Equity
|
|
|
|
||||
Common shares, no par - 139,434,706 (December 30, 2017 -139,488,805) shares issued
|
918.4
|
|
|
917.1
|
|
||
Additional paid-in-capital
|
67.3
|
|
|
69.1
|
|
||
Retained earnings (accumulated deficit)
|
333.4
|
|
|
(12.2
|
)
|
||
Accumulated other comprehensive loss
|
(80.2
|
)
|
|
(94.4
|
)
|
||
Total Cott Corporation equity
|
1,238.9
|
|
|
879.6
|
|
||
Non-controlling interests
|
—
|
|
|
6.1
|
|
||
Total equity
|
1,238.9
|
|
|
885.7
|
|
||
Total liabilities and equity
|
$
|
3,135.2
|
|
|
$
|
4,093.1
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||||
Cash flows from operating activities of continuing operations:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
10.8
|
|
|
$
|
(22.3
|
)
|
|
$
|
372.8
|
|
|
$
|
(56.7
|
)
|
Net (loss) income from discontinued operations, net of income taxes
|
(1.4
|
)
|
|
(17.8
|
)
|
|
356.0
|
|
|
(42.0
|
)
|
||||
Net income (loss) from continuing operations
|
12.2
|
|
|
(4.5
|
)
|
|
16.8
|
|
|
(14.7
|
)
|
||||
Adjustments to reconcile net income (loss) from continuing operations to cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
48.7
|
|
|
48.8
|
|
|
96.1
|
|
|
92.4
|
|
||||
Amortization of financing fees
|
0.8
|
|
|
0.5
|
|
|
1.7
|
|
|
0.8
|
|
||||
Amortization of senior notes premium
|
—
|
|
|
(1.2
|
)
|
|
(0.4
|
)
|
|
(2.8
|
)
|
||||
Share-based compensation expense
|
4.4
|
|
|
5.0
|
|
|
7.8
|
|
|
9.0
|
|
||||
Provision for deferred income taxes
|
2.9
|
|
|
2.7
|
|
|
2.7
|
|
|
4.5
|
|
||||
Commodity hedging loss (gain), net
|
—
|
|
|
0.4
|
|
|
0.3
|
|
|
(1.5
|
)
|
||||
Gain on extinguishment of debt
|
—
|
|
|
(1.5
|
)
|
|
(7.1
|
)
|
|
(1.5
|
)
|
||||
Gain on sale of business
|
(6.0
|
)
|
|
—
|
|
|
(6.0
|
)
|
|
—
|
|
||||
Loss on disposal of property, plant and equipment, net
|
1.3
|
|
|
3.9
|
|
|
2.6
|
|
|
5.2
|
|
||||
Other non-cash items
|
(2.2
|
)
|
|
(3.0
|
)
|
|
(2.1
|
)
|
|
(4.8
|
)
|
||||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
(6.5
|
)
|
|
(20.4
|
)
|
|
(19.2
|
)
|
|
(20.3
|
)
|
||||
Inventories
|
(4.6
|
)
|
|
(1.2
|
)
|
|
(13.7
|
)
|
|
(9.6
|
)
|
||||
Prepaid expenses and other current assets
|
(2.3
|
)
|
|
3.7
|
|
|
(6.6
|
)
|
|
(2.8
|
)
|
||||
Other assets
|
0.2
|
|
|
4.2
|
|
|
1.2
|
|
|
4.1
|
|
||||
Accounts payable and accrued liabilities and other liabilities
|
(13.9
|
)
|
|
24.0
|
|
|
(16.5
|
)
|
|
34.5
|
|
||||
Net cash provided by operating activities from continuing operations
|
35.0
|
|
|
61.4
|
|
|
57.6
|
|
|
92.5
|
|
||||
Cash flows from investing activities of continuing operations:
|
|
|
|
|
|
|
|
||||||||
Acquisitions, net of cash received
|
(38.8
|
)
|
|
(25.0
|
)
|
|
(66.6
|
)
|
|
(30.0
|
)
|
||||
Additions to property, plant and equipment
|
(28.9
|
)
|
|
(30.7
|
)
|
|
(58.7
|
)
|
|
(58.9
|
)
|
||||
Additions to intangible assets
|
(2.0
|
)
|
|
(1.6
|
)
|
|
(4.2
|
)
|
|
(2.6
|
)
|
||||
Proceeds from sale of property, plant and equipment
|
1.0
|
|
|
(1.2
|
)
|
|
2.9
|
|
|
2.9
|
|
||||
Proceeds from sale of business, net of cash sold
|
12.8
|
|
|
—
|
|
|
12.8
|
|
|
—
|
|
||||
Other investing activities
|
0.1
|
|
|
0.2
|
|
|
0.3
|
|
|
0.4
|
|
||||
Net cash used in investing activities from continuing operations
|
(55.8
|
)
|
|
(58.3
|
)
|
|
(113.5
|
)
|
|
(88.2
|
)
|
Cash flows from financing activities of continuing operations:
|
|
|
|
|
|
|
|
||||||||
Payments of long-term debt
|
(0.6
|
)
|
|
(101.2
|
)
|
|
(263.3
|
)
|
|
(101.6
|
)
|
||||
Issuance of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
750.0
|
|
||||
Borrowings under ABL
|
0.4
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
||||
Payments under ABL
|
(0.4
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
||||
Premiums and costs paid upon extinguishment of long-term debt
|
—
|
|
|
(7.7
|
)
|
|
(12.5
|
)
|
|
(7.7
|
)
|
||||
Issuance of common shares
|
2.4
|
|
|
0.3
|
|
|
4.2
|
|
|
0.8
|
|
||||
Common shares repurchased and canceled
|
(16.1
|
)
|
|
—
|
|
|
(21.7
|
)
|
|
(1.8
|
)
|
||||
Financing fees
|
—
|
|
|
(1.7
|
)
|
|
(1.5
|
)
|
|
(11.1
|
)
|
||||
Dividends paid to common shareholders
|
(8.4
|
)
|
|
(8.3
|
)
|
|
(16.8
|
)
|
|
(16.7
|
)
|
||||
Payment of deferred consideration for acquisitions
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
||||
Other financing activities
|
3.4
|
|
|
1.5
|
|
|
2.1
|
|
|
0.5
|
|
||||
Net cash (used in) provided by financing activities from continuing operations
|
(22.1
|
)
|
|
(117.1
|
)
|
|
(312.3
|
)
|
|
612.4
|
|
||||
Cash flows from discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Operating activities of discontinued operations
|
(3.3
|
)
|
|
43.5
|
|
|
(77.7
|
)
|
|
8.7
|
|
||||
Investing activities of discontinued operations
|
—
|
|
|
(9.2
|
)
|
|
1,228.6
|
|
|
(23.4
|
)
|
||||
Financing activities of discontinued operations
|
—
|
|
|
(330.5
|
)
|
|
(769.7
|
)
|
|
(601.3
|
)
|
||||
Net cash (used in) provided by discontinued operations
|
(3.3
|
)
|
|
(296.2
|
)
|
|
381.2
|
|
|
(616.0
|
)
|
||||
Effect of exchange rate changes on cash
|
(3.7
|
)
|
|
2.9
|
|
|
(8.5
|
)
|
|
4.4
|
|
||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(49.9
|
)
|
|
(407.3
|
)
|
|
4.5
|
|
|
5.1
|
|
||||
Cash and cash equivalents and restricted cash, beginning of period
|
212.3
|
|
|
530.5
|
|
|
157.9
|
|
|
118.1
|
|
||||
Cash and cash equivalents and restricted cash, end of period
|
162.4
|
|
|
123.2
|
|
|
162.4
|
|
|
123.2
|
|
||||
Cash and cash equivalents and restricted cash of discontinued operations, end of period
|
—
|
|
|
55.0
|
|
|
—
|
|
|
55.0
|
|
||||
Cash and cash equivalents and restricted cash from continuing operations, end of period
|
$
|
162.4
|
|
|
$
|
68.2
|
|
|
$
|
162.4
|
|
|
$
|
68.2
|
|
Supplemental Non-cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
||||||||
Accrued deferred financing fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
Dividends payable
|
0.3
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
||||
Additions to property, plant and equipment through accounts payable and accrued liabilities and other liabilities
|
10.8
|
|
|
8.9
|
|
|
14.1
|
|
|
9.2
|
|
||||
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
|
||||||||
Cash paid for interest
|
$
|
35.7
|
|
|
$
|
15.3
|
|
|
$
|
46.4
|
|
|
$
|
32.8
|
|
Cash paid for income taxes, net
|
0.8
|
|
|
1.1
|
|
|
2.2
|
|
|
1.8
|
|
|
Cott Corporation Equity
|
|
|
|
|
|||||||||||||||||||||
|
Number of
Common
Shares
(In thousands)
|
|
Common
Shares
|
|
Additional
Paid-in-
Capital
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Non-
Controlling
Interests
|
|
Total
Equity
|
|||||||||||||
Balance at December 31, 2016
|
138,591
|
|
|
$
|
909.3
|
|
|
$
|
54.2
|
|
|
$
|
22.9
|
|
|
$
|
(117.9
|
)
|
|
$
|
5.3
|
|
|
$
|
873.8
|
|
Common shares repurchased and canceled
|
(151
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
||||||
Common shares issued - Equity Incentive Plan
|
496
|
|
|
3.6
|
|
|
(3.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common shares issued - Dividend Reinvestment Plan
|
22
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||||
Common shares issued - Employee Stock Purchase Plan
|
74
|
|
|
0.6
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
10.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.9
|
|
||||||
Common shares dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.7
|
)
|
|
—
|
|
|
—
|
|
|
(16.7
|
)
|
||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
(1.8
|
)
|
||||||
Comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.2
|
|
|
—
|
|
|
22.2
|
|
||||||
Pension benefit plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||||
Loss on derivative instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(61.0
|
)
|
|
—
|
|
|
4.3
|
|
|
(56.7
|
)
|
||||||
Balance at July 1, 2017
|
139,032
|
|
|
$
|
912.0
|
|
|
$
|
61.4
|
|
|
$
|
(54.8
|
)
|
|
$
|
(96.9
|
)
|
|
$
|
7.8
|
|
|
$
|
829.5
|
|
Balance at December 30, 2017
|
139,489
|
|
|
$
|
917.1
|
|
|
$
|
69.1
|
|
|
$
|
(12.2
|
)
|
|
$
|
(94.4
|
)
|
|
$
|
6.1
|
|
|
$
|
885.7
|
|
Common shares repurchased and canceled
|
(1,356
|
)
|
|
(12.3
|
)
|
|
—
|
|
|
(9.4
|
)
|
|
—
|
|
|
—
|
|
|
(21.7
|
)
|
||||||
Common shares issued - Equity Incentive Plan
|
1,241
|
|
|
12.8
|
|
|
(9.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
||||||
Common shares issued - Dividend Reinvestment Plan
|
14
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Common shares issued - Employee Stock Purchase Plan
|
47
|
|
|
0.7
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
7.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
||||||
Common shares dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.2
|
)
|
|
—
|
|
|
—
|
|
|
(17.2
|
)
|
||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(0.9
|
)
|
||||||
Sale of subsidiary shares of non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
|
(5.8
|
)
|
||||||
Comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||||
Pension benefit plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
|
16.9
|
|
||||||
Loss on derivative instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
|
(4.3
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
372.2
|
|
|
—
|
|
|
0.6
|
|
|
372.8
|
|
||||||
Balance at June 30, 2018
|
139,435
|
|
|
$
|
918.4
|
|
|
$
|
67.3
|
|
|
$
|
333.4
|
|
|
$
|
(80.2
|
)
|
|
$
|
—
|
|
|
$
|
1,238.9
|
|
|
Reporting Segment
|
|
|
||||||||||||
(in millions of U.S. dollars)
|
Route
Based
Services
|
|
Coffee, Tea
and Extract
Solutions
|
|
All Other
|
|
Total
|
||||||||
Balance at December 30, 2017
|
$
|
936.7
|
|
|
$
|
117.8
|
|
|
$
|
50.2
|
|
|
$
|
1,104.7
|
|
Goodwill acquired during the year
|
29.2
|
|
|
—
|
|
|
7.5
|
|
|
36.7
|
|
||||
Adjustments
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
||||
Foreign exchange
|
(12.9
|
)
|
|
—
|
|
|
(1.7
|
)
|
|
(14.6
|
)
|
||||
Balance at June 30, 2018
|
$
|
951.7
|
|
|
$
|
117.8
|
|
|
$
|
56.0
|
|
|
$
|
1,125.5
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
(in millions of U.S. dollars)
|
June 30, 2018
|
|
July 1, 2017
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||||
Revenue, net
|
$
|
—
|
|
|
$
|
447.3
|
|
|
$
|
111.2
|
|
|
$
|
819.1
|
|
Cost of sales
|
—
|
|
|
392.1
|
|
|
98.4
|
|
|
722.1
|
|
||||
Operating income from discontinued operations
|
—
|
|
|
14.1
|
|
|
2.0
|
|
|
19.7
|
|
||||
(Loss) gain on sale of discontinued operations
|
(2.4
|
)
|
|
—
|
|
|
427.0
|
|
|
—
|
|
||||
(Loss) income from discontinued operations, before income taxes
|
(2.4
|
)
|
|
(14.8
|
)
|
|
401.6
|
|
|
(39.6
|
)
|
||||
Income tax (benefit) expense
1
|
(1.0
|
)
|
|
3.0
|
|
|
45.6
|
|
|
2.4
|
|
||||
Net (loss) income from discontinued operations, net of income taxes
|
(1.4
|
)
|
|
(17.8
|
)
|
|
356.0
|
|
|
(42.0
|
)
|
||||
Less: Net income attributable to non-controlling interests
|
—
|
|
|
2.3
|
|
|
0.6
|
|
|
4.3
|
|
||||
Net (loss) income attributable to Cott Corporation – discontinued operations
2
|
$
|
(1.4
|
)
|
|
$
|
(20.1
|
)
|
|
$
|
355.4
|
|
|
$
|
(46.3
|
)
|
1
|
The net (loss) income from discontinued operations, before income taxes resulted in income tax benefit of
$1.0 million
and income tax expense of
$45.6 million
for the
three and six
months ended
June 30, 2018
, respectively. The Transaction resulted in a taxable gain on sale in the United States, which utilized a significant portion of the existing U.S. net operating loss carry forwards. As a result, the Company is in a net deferred tax liability position in the United States and thus a tax benefit of approximately
$25.0 million
related to a release of the U.S. valuation allowance was recorded in the first quarter of 2018 and is offsetting the overall income tax expense related to discontinued operations. The Transaction resulted in a non-taxable gain on sale in the United Kingdom. No tax benefit resulted from the Transaction related to the taxable loss on sale in Canada due to the Company's valuation allowance position.
|
2
|
Net (loss) income attributable to Cott Corporation – discontinued operations is inclusive of interest expense on short-term borrowings and debt required to be repaid or extinguished as part of divestiture of
$3.4 million
for the
six months ended
June 30, 2018
and
$9.7 million
and
$30.1 million
for the
three and six
months ended
July 1, 2017
, respectively.
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
(in millions of U.S. dollars)
|
June 30, 2018
|
|
July 1, 2017
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||||
United States
|
$
|
453.6
|
|
|
$
|
438.0
|
|
|
$
|
872.2
|
|
|
$
|
847.6
|
|
United Kingdom
|
41.5
|
|
|
38.9
|
|
|
85.1
|
|
|
77.6
|
|
||||
Canada
|
16.9
|
|
|
15.7
|
|
|
32.1
|
|
|
30.2
|
|
||||
All other countries
|
91.6
|
|
|
88.0
|
|
|
175.0
|
|
|
162.1
|
|
||||
Total
1
|
$
|
603.6
|
|
|
$
|
580.6
|
|
|
$
|
1,164.4
|
|
|
$
|
1,117.5
|
|
(in millions of U.S. dollars)
|
Originally
Reported
|
|
Measurement
Period
Adjustments
|
|
Acquired
Value
|
||||||
Cash
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
Accounts receivable
|
6.5
|
|
|
0.1
|
|
|
6.6
|
|
|||
Inventory
|
2.3
|
|
|
(0.1
|
)
|
|
2.2
|
|
|||
Prepaid expenses and other assets
|
1.2
|
|
|
(0.5
|
)
|
|
0.7
|
|
|||
Property, plant and equipment
|
9.4
|
|
|
(0.1
|
)
|
|
9.3
|
|
|||
Goodwill
|
16.7
|
|
|
(1.3
|
)
|
|
15.4
|
|
|||
Intangible assets
|
13.3
|
|
|
—
|
|
|
13.3
|
|
|||
Other assets
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|||
Short-term borrowings
|
(4.1
|
)
|
|
—
|
|
|
(4.1
|
)
|
|||
Current maturities of long-term debt
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||
Accounts payable and accrued liabilities
|
(5.2
|
)
|
|
(1.0
|
)
|
|
(6.2
|
)
|
|||
Long-term debt
|
(10.4
|
)
|
|
—
|
|
|
(10.4
|
)
|
|||
Deferred tax liabilities
|
(6.5
|
)
|
|
3.8
|
|
|
(2.7
|
)
|
|||
Other long-term liabilities
|
(2.5
|
)
|
|
(0.9
|
)
|
|
(3.4
|
)
|
|||
Total
|
$
|
21.5
|
|
|
$
|
—
|
|
|
$
|
21.5
|
|
(in millions of U.S. dollars)
|
|
Estimated Fair
Market Value
|
|
Estimated
Useful Life
|
||
Customer relationships
|
|
$
|
9.4
|
|
|
11 years
|
Trademarks and trade names
|
|
3.9
|
|
|
Indefinite
|
|
Total
|
|
$
|
13.3
|
|
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||||
Numerator (in millions of U.S. dollars):
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Cott Corporation
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
12.2
|
|
|
$
|
(4.5
|
)
|
|
$
|
16.8
|
|
|
$
|
(14.7
|
)
|
Discontinued operations
|
(1.4
|
)
|
|
(20.1
|
)
|
|
355.4
|
|
|
(46.3
|
)
|
||||
Net income (loss)
|
10.8
|
|
|
(24.6
|
)
|
|
372.2
|
|
|
(61.0
|
)
|
||||
Basic Earnings Per Share
|
|
|
|
|
|
|
|
||||||||
Denominator (in thousands):
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding - basic
|
139,768
|
|
|
139,000
|
|
|
139,860
|
|
|
138,867
|
|
||||
Basic Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
0.09
|
|
|
(0.03
|
)
|
|
0.12
|
|
|
(0.11
|
)
|
||||
Discontinued operations
|
(0.01
|
)
|
|
(0.15
|
)
|
|
2.54
|
|
|
(0.33
|
)
|
||||
Net income (loss)
|
0.08
|
|
|
(0.18
|
)
|
|
2.66
|
|
|
(0.44
|
)
|
||||
Diluted Earnings Per Share
|
|
|
|
|
|
|
|
||||||||
Denominator (in thousands):
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding - basic
|
139,768
|
|
|
139,000
|
|
|
139,860
|
|
|
138,867
|
|
||||
Dilutive effect of Stock Options
|
1,058
|
|
|
—
|
|
|
1,277
|
|
|
—
|
|
||||
Dilutive effect of Performance-based RSUs
|
626
|
|
|
—
|
|
|
760
|
|
|
—
|
|
||||
Dilutive effect of Time-based RSUs
|
209
|
|
|
—
|
|
|
223
|
|
|
—
|
|
||||
Weighted average common shares outstanding - diluted
|
141,661
|
|
|
139,000
|
|
|
142,120
|
|
|
138,867
|
|
||||
Diluted Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
0.09
|
|
|
(0.03
|
)
|
|
0.12
|
|
|
(0.11
|
)
|
||||
Discontinued operations
|
(0.01
|
)
|
|
(0.15
|
)
|
|
2.50
|
|
|
(0.33
|
)
|
||||
Net income (loss)
|
0.08
|
|
|
(0.18
|
)
|
|
2.62
|
|
|
(0.44
|
)
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||
(in thousands)
|
June 30, 2018
|
|
July 1, 2017
|
|
June 30, 2018
|
|
July 1, 2017
|
||||
Stock Options
|
653
|
|
|
4,459
|
|
|
1,143
|
|
|
4,459
|
|
Performance-based RSUs
1
|
766
|
|
|
1,862
|
|
|
766
|
|
|
1,862
|
|
Time-based RSUs
|
—
|
|
|
704
|
|
|
—
|
|
|
704
|
|
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.
|
(in millions of U.S. dollars)
|
Route
Based
Services
|
|
Coffee, Tea
and Extract
Solutions
|
|
All
Other
|
|
Eliminations
|
|
Total
|
||||||||||
For the Three Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue, net
1
|
$
|
412.6
|
|
|
$
|
145.5
|
|
|
$
|
47.0
|
|
|
$
|
(1.5
|
)
|
|
$
|
603.6
|
|
Depreciation and amortization
|
41.1
|
|
|
5.7
|
|
|
1.9
|
|
|
—
|
|
|
48.7
|
|
|||||
Operating income (loss)
|
27.7
|
|
|
3.2
|
|
|
(10.2
|
)
|
|
—
|
|
|
20.7
|
|
|||||
Additions to property, plant and equipment
|
24.9
|
|
|
2.5
|
|
|
1.5
|
|
|
—
|
|
|
28.9
|
|
|||||
For the Six Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue, net
1
|
$
|
783.7
|
|
|
$
|
291.6
|
|
|
$
|
91.7
|
|
|
$
|
(2.6
|
)
|
|
$
|
1,164.4
|
|
Depreciation and amortization
|
80.9
|
|
|
11.4
|
|
|
3.8
|
|
|
—
|
|
|
96.1
|
|
|||||
Operating income (loss)
|
40.1
|
|
|
7.3
|
|
|
(20.6
|
)
|
|
—
|
|
|
26.8
|
|
|||||
Additions to property, plant and equipment
|
52.0
|
|
|
4.6
|
|
|
2.1
|
|
|
—
|
|
|
58.7
|
|
|||||
As of June 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
2
|
$
|
2,378.7
|
|
|
$
|
455.9
|
|
|
$
|
300.6
|
|
|
$
|
—
|
|
|
$
|
3,135.2
|
|
1
|
Intersegment revenue between the Coffee, Tea and Extract Solutions and the Route Based Services reporting segments was
$1.5 million
and
$2.6 million
for the three and six months ended
June 30, 2018
, respectively. All Other includes
$4.2 million
of related party concentrate sales to discontinued operations for the
six
months ended
June 30, 2018
.
|
2
|
Excludes intersegment receivables, investments and notes receivable.
|
(in millions of U.S. dollars)
|
Route
Based
Services
|
|
Coffee, Tea
and Extract
Solutions
|
|
All
Other
|
|
Eliminations
|
|
Total
|
||||||||||
For the Three Months Ended July 1, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue, net
1
|
$
|
385.3
|
|
|
$
|
153.5
|
|
|
$
|
41.8
|
|
|
$
|
—
|
|
|
$
|
580.6
|
|
Depreciation and amortization
|
41.4
|
|
|
5.7
|
|
|
1.7
|
|
|
—
|
|
|
48.8
|
|
|||||
Operating income (loss)
|
22.9
|
|
|
4.0
|
|
|
(10.4
|
)
|
|
—
|
|
|
16.5
|
|
|||||
Additions to property, plant and equipment
|
28.0
|
|
|
2.3
|
|
|
0.4
|
|
|
—
|
|
|
30.7
|
|
|||||
For the Six Months Ended July 1, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue, net
1
|
$
|
737.6
|
|
|
$
|
296.8
|
|
|
$
|
83.1
|
|
|
$
|
—
|
|
|
$
|
1,117.5
|
|
Depreciation and amortization
|
77.4
|
|
|
11.2
|
|
|
3.8
|
|
|
—
|
|
|
92.4
|
|
|||||
Operating income (loss)
|
32.3
|
|
|
9.6
|
|
|
(20.2
|
)
|
|
—
|
|
|
21.7
|
|
|||||
Additions to property, plant and equipment
|
51.1
|
|
|
7.3
|
|
|
0.5
|
|
|
—
|
|
|
58.9
|
|
|||||
As of December 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
2
|
$
|
2,343.4
|
|
|
$
|
455.7
|
|
|
$
|
207.8
|
|
|
$
|
—
|
|
|
$
|
3,006.9
|
|
1
|
All Other includes
$11.5 million
and
$21.8 million
of related party concentrate sales to discontinued operations for the
three and six
months ended
July 1, 2017
, respectively.
|
2
|
Excludes intersegment receivables, investments and notes receivable, as well as assets of discontinued operations.
|
1
|
Excludes intersegment receivables, investments and notes receivable.
|
|
For the Three Months Ended June 30, 2018
|
||||||||||||||||||
(in millions of U.S. dollars)
|
Route
Based
Services
|
|
Coffee, Tea
and Extract
Solutions
|
|
All
Other
|
|
Eliminations
|
|
Total
|
||||||||||
Revenue, net
|
|
|
|
|
|
|
|
|
|
||||||||||
Home and office bottled water delivery
|
$
|
259.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
259.5
|
|
Coffee and tea services
|
48.1
|
|
|
118.8
|
|
|
0.9
|
|
|
(1.5
|
)
|
|
166.3
|
|
|||||
Retail
|
61.1
|
|
|
—
|
|
|
16.8
|
|
|
—
|
|
|
77.9
|
|
|||||
Other
|
43.9
|
|
|
26.7
|
|
|
29.3
|
|
|
—
|
|
|
99.9
|
|
|||||
Total
|
$
|
412.6
|
|
|
$
|
145.5
|
|
|
$
|
47.0
|
|
|
$
|
(1.5
|
)
|
|
$
|
603.6
|
|
|
For the Six Months Ended June 30, 2018
|
||||||||||||||||||
(in millions of U.S. dollars)
|
Route
Based
Services
|
|
Coffee, Tea
and Extract
Solutions
|
|
All
Other
|
|
Eliminations
|
|
Total
|
||||||||||
Revenue, net
|
|
|
|
|
|
|
|
|
|
||||||||||
Home and office bottled water delivery
|
$
|
488.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
488.4
|
|
Coffee and tea services
|
94.4
|
|
|
236.0
|
|
|
1.6
|
|
|
(2.5
|
)
|
|
329.5
|
|
|||||
Retail
|
115.8
|
|
|
—
|
|
|
32.2
|
|
|
—
|
|
|
148.0
|
|
|||||
Other
|
85.1
|
|
|
55.6
|
|
|
57.9
|
|
|
(0.1
|
)
|
|
198.5
|
|
|||||
Total
|
$
|
783.7
|
|
|
$
|
291.6
|
|
|
$
|
91.7
|
|
|
$
|
(2.6
|
)
|
|
$
|
1,164.4
|
|
|
For the Three Months Ended July 1, 2017
|
||||||||||||||||||
(in millions of U.S. dollars)
|
Route
Based
Services
|
|
Coffee, Tea
and Extract
Solutions
|
|
All
Other
|
|
Eliminations
|
|
Total
|
||||||||||
Revenue, net
|
|
|
|
|
|
|
|
|
|
||||||||||
Home and office bottled water delivery
|
$
|
244.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
244.6
|
|
Coffee and tea services
|
44.8
|
|
|
129.0
|
|
|
0.7
|
|
|
—
|
|
|
174.5
|
|
|||||
Retail
|
55.7
|
|
|
—
|
|
|
10.5
|
|
|
—
|
|
|
66.2
|
|
|||||
Other
|
40.2
|
|
|
24.5
|
|
|
30.6
|
|
|
—
|
|
|
95.3
|
|
|||||
Total
|
$
|
385.3
|
|
|
$
|
153.5
|
|
|
$
|
41.8
|
|
|
$
|
—
|
|
|
$
|
580.6
|
|
|
For the Six Months Ended July 1, 2017
|
||||||||||||||||||
(in millions of U.S. dollars)
|
Route
Based
Services
|
|
Coffee, Tea
and Extract
Solutions
|
|
All
Other
|
|
Eliminations
|
|
Total
|
||||||||||
Revenue, net
|
|
|
|
|
|
|
|
|
|
||||||||||
Home and office bottled water delivery
|
$
|
462.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
462.6
|
|
Coffee and tea services
|
90.7
|
|
|
248.7
|
|
|
1.3
|
|
|
—
|
|
|
340.7
|
|
|||||
Retail
|
107.5
|
|
|
—
|
|
|
22.2
|
|
|
—
|
|
|
129.7
|
|
|||||
Other
|
76.8
|
|
|
48.1
|
|
|
59.6
|
|
|
—
|
|
|
184.5
|
|
|||||
Total
|
$
|
737.6
|
|
|
$
|
296.8
|
|
|
$
|
83.1
|
|
|
$
|
—
|
|
|
$
|
1,117.5
|
|
(in millions of U.S. dollars)
|
June 30, 2018
|
|
December 30, 2017
|
||||
Raw materials
|
$
|
72.0
|
|
|
$
|
68.1
|
|
Finished goods
|
45.0
|
|
|
34.3
|
|
||
Resale items
|
21.1
|
|
|
21.8
|
|
||
Other
|
2.9
|
|
|
3.4
|
|
||
Total
|
$
|
141.0
|
|
|
$
|
127.6
|
|
|
June 30, 2018
|
|
December 30, 2017
|
||||||||||||||||||||
(in millions of U.S. dollars)
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Not subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Rights
|
$
|
24.5
|
|
|
$
|
—
|
|
|
$
|
24.5
|
|
|
$
|
24.5
|
|
|
$
|
—
|
|
|
$
|
24.5
|
|
Trademarks
|
265.1
|
|
|
—
|
|
|
265.1
|
|
|
264.1
|
|
|
—
|
|
|
264.1
|
|
||||||
Total intangible assets not subject to amortization
|
289.6
|
|
|
—
|
|
|
289.6
|
|
|
288.6
|
|
|
—
|
|
|
288.6
|
|
||||||
Subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
596.7
|
|
|
181.6
|
|
|
415.1
|
|
|
583.4
|
|
|
154.7
|
|
|
428.7
|
|
||||||
Patents
|
15.2
|
|
|
1.8
|
|
|
13.4
|
|
|
15.2
|
|
|
1.0
|
|
|
14.2
|
|
||||||
Software
|
31.6
|
|
|
16.8
|
|
|
14.8
|
|
|
28.8
|
|
|
13.0
|
|
|
15.8
|
|
||||||
Other
|
17.0
|
|
|
5.2
|
|
|
11.8
|
|
|
8.0
|
|
|
4.2
|
|
|
3.8
|
|
||||||
Total intangible assets subject to amortization
|
660.5
|
|
|
205.4
|
|
|
455.1
|
|
|
635.4
|
|
|
172.9
|
|
|
462.5
|
|
||||||
Total intangible assets
|
$
|
950.1
|
|
|
$
|
205.4
|
|
|
$
|
744.7
|
|
|
$
|
924.0
|
|
|
$
|
172.9
|
|
|
$
|
751.1
|
|
|
June 30, 2018
|
|
December 30, 2017
|
||||||||||||||||||||
(in millions of U.S. dollars)
|
Principal
|
|
Unamortized
Debt Issuance
Costs
|
|
Net
|
|
Principal
|
|
Unamortized
Debt Issuance
Costs
|
|
Net
|
||||||||||||
10.000% senior notes due in 2021
1
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
269.9
|
|
|
$
|
—
|
|
|
$
|
269.9
|
|
5.375% senior notes due in 2022
|
—
|
|
|
—
|
|
|
—
|
|
|
525.0
|
|
|
6.0
|
|
|
519.0
|
|
||||||
5.500% senior notes due in 2024
|
520.5
|
|
|
8.1
|
|
|
512.4
|
|
|
539.1
|
|
|
9.5
|
|
|
529.6
|
|
||||||
5.500% senior notes due in 2025
|
750.0
|
|
|
10.4
|
|
|
739.6
|
|
|
750.0
|
|
|
11.0
|
|
|
739.0
|
|
||||||
ABL facility
|
—
|
|
|
—
|
|
|
—
|
|
|
220.3
|
|
|
—
|
|
|
220.3
|
|
||||||
GE Term Loan
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
||||||
Short-term borrowings
|
6.9
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Capital leases
|
5.3
|
|
|
—
|
|
|
5.3
|
|
|
6.4
|
|
|
—
|
|
|
6.4
|
|
||||||
Other debt financing
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
||||||
Total debt
|
1,282.7
|
|
|
18.5
|
|
|
1,264.2
|
|
|
2,313.5
|
|
|
26.5
|
|
|
2,287.0
|
|
||||||
Less: Short-term borrowings and current debt:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
ABL facility
|
—
|
|
|
—
|
|
|
—
|
|
|
220.3
|
|
|
—
|
|
|
220.3
|
|
||||||
Total short-term borrowings required to be repaid or extinguished as part of divestiture
|
—
|
|
|
—
|
|
|
—
|
|
|
220.3
|
|
|
—
|
|
|
220.3
|
|
||||||
GE Term Loan - current maturities
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
||||||
Short-term borrowings
|
6.9
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Capital leases - current maturities
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
||||||
Other debt financing
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
||||||
Total current debt
|
8.7
|
|
|
—
|
|
|
8.7
|
|
|
225.4
|
|
|
—
|
|
|
225.4
|
|
||||||
Less: Debt required to be repaid or extinguished as part of divestiture 5.375% senior notes due in 2022
|
—
|
|
|
—
|
|
|
—
|
|
|
525.0
|
|
|
6.0
|
|
|
519.0
|
|
||||||
Total debt required to be repaid or extinguished as part of divestiture
|
—
|
|
|
—
|
|
|
—
|
|
|
525.0
|
|
|
6.0
|
|
|
519.0
|
|
||||||
Total long-term debt
|
$
|
1,274.0
|
|
|
$
|
18.5
|
|
|
$
|
1,255.5
|
|
|
$
|
1,563.1
|
|
|
$
|
20.5
|
|
|
$
|
1,542.6
|
|
1
|
Includes unamortized premium of
$19.9 million
at
December 30, 2017
.
|
(in millions of U.S. dollars)
1
|
Gains and Losses
on Derivative
Instruments
|
|
Pension
Benefit
Plan Items
|
|
Currency
Translation
Adjustment Items
|
|
Total
|
||||||||
Beginning balance December 31, 2016
|
$
|
(0.1
|
)
|
|
$
|
(14.4
|
)
|
|
$
|
(103.4
|
)
|
|
$
|
(117.9
|
)
|
OCI before reclassifications
|
0.5
|
|
|
—
|
|
|
22.2
|
|
|
22.7
|
|
||||
Amounts reclassified from AOCI
|
(1.5
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(1.7
|
)
|
||||
Net current-period OCI
|
(1.0
|
)
|
|
(0.2
|
)
|
|
22.2
|
|
|
21.0
|
|
||||
Ending balance July 1, 2017
|
$
|
(1.1
|
)
|
|
$
|
(14.6
|
)
|
|
$
|
(81.2
|
)
|
|
$
|
(96.9
|
)
|
Beginning balance December 30, 2017
|
$
|
(1.4
|
)
|
|
$
|
(16.8
|
)
|
|
$
|
(76.2
|
)
|
|
$
|
(94.4
|
)
|
OCI before reclassifications
|
(5.7
|
)
|
|
—
|
|
|
(7.8
|
)
|
|
(13.5
|
)
|
||||
Amounts reclassified from AOCI
|
1.4
|
|
|
16.9
|
|
|
9.4
|
|
|
27.7
|
|
||||
Net current-period OCI
|
(4.3
|
)
|
|
16.9
|
|
|
1.6
|
|
|
14.2
|
|
||||
Ending balance June 30, 2018
|
$
|
(5.7
|
)
|
|
$
|
0.1
|
|
|
$
|
(74.6
|
)
|
|
$
|
(80.2
|
)
|
1
|
All amounts are net of tax. Amounts in parentheses indicate debits.
|
(in millions of U.S. dollars)
|
For the Three Months Ended
|
|
For the Six Months Ended
|
|
Affected Line Item in the Statement Where Net Income Is Presented
|
||||||||||||
Details About AOCI Components
1
|
June 30, 2018
|
|
July 1, 2017
|
|
June 30, 2018
|
|
July 1, 2017
|
|
|||||||||
Gains and losses on derivative instruments
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency and commodity hedges
|
$
|
(0.5
|
)
|
|
$
|
0.8
|
|
|
$
|
(1.4
|
)
|
|
$
|
1.5
|
|
|
Cost of sales
|
|
(0.5
|
)
|
|
0.8
|
|
|
(1.4
|
)
|
|
1.5
|
|
|
Total before taxes
|
||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Tax expense or (benefit)
|
||||
|
$
|
(0.5
|
)
|
|
$
|
0.8
|
|
|
$
|
(1.4
|
)
|
|
$
|
1.5
|
|
|
Net of tax
|
Amortization of pension benefit plan items
|
|
|
|
|
|
|
|
|
|
||||||||
Recognized net actuarial loss
2
|
—
|
|
|
—
|
|
|
(16.9
|
)
|
|
—
|
|
|
Gain on sale of discontinued operations
|
||||
Prior service costs
3
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
Cost of sales
|
|
—
|
|
|
0.3
|
|
|
(16.9
|
)
|
|
0.2
|
|
|
Total before taxes
|
||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Tax expense or (benefit)
|
||||
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
(16.9
|
)
|
|
$
|
0.2
|
|
|
Net of tax
|
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
(9.4
|
)
|
|
—
|
|
|
Gain on sale of discontinued operations
|
||||
Total reclassifications for the period
|
$
|
(0.5
|
)
|
|
$
|
1.1
|
|
|
$
|
(27.7
|
)
|
|
$
|
1.7
|
|
|
Net of tax
|
1
|
Amounts in parentheses indicate debits.
|
2
|
Net of
$3.6 million
of associated tax impact that resulted in an increase to the gain on the sale of discontinued operations for the six months ended
June 30, 2018
.
|
3
|
These AOCI components are included in the computation of net periodic pension cost.
|
(in millions of U.S. dollars)
|
June 30, 2018
|
|
December 30, 2017
|
||||||||||||
Derivative Contract
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Coffee futures
1
|
$
|
—
|
|
|
$
|
2.8
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
1
|
The fair value of the coffee futures excludes amounts in the related margin accounts. As of
June 30, 2018
and
December 30, 2017
, the aggregate margin account balances were
$4.1 million
and
$5.3 million
, respectively, and are included in cash and cash equivalents on the Consolidated Balance Sheets.
|
(in millions of U.S. dollars)
|
June 30, 2018
|
|
December 30, 2017
|
||||
Coffee futures assets
|
$
|
2.2
|
|
|
$
|
0.6
|
|
Coffee futures liabilities
|
(5.0
|
)
|
|
(1.8
|
)
|
||
Net asset (liability)
|
$
|
(2.8
|
)
|
|
$
|
(1.2
|
)
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||||
(in millions of U.S. dollars)
|
Cost of sales
|
|
Cost of sales
|
||||||||||||
Total amounts of income and expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
|
$
|
302.2
|
|
|
$
|
293.5
|
|
|
$
|
589.5
|
|
|
$
|
561.6
|
|
Loss (gain) on cash flow hedging relationship
|
|
|
|
|
|
|
|
||||||||
Coffee futures:
|
|
|
|
|
|
|
|
||||||||
Loss (gain) reclassified from AOCI into expense
|
$
|
0.5
|
|
|
$
|
(0.8
|
)
|
|
$
|
1.4
|
|
|
$
|
(1.5
|
)
|
•
|
Level 1—Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2—Observable 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 3—Unobservable 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.
|
|
June 30, 2018
|
|
December 30, 2017
|
||||||||||||
(in millions of U.S. dollars)
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
10.000% senior notes due in 2021
1, 2
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
269.9
|
|
|
$
|
283.4
|
|
5.375% senior notes due in 2022
1, 3
|
—
|
|
|
—
|
|
|
519.0
|
|
|
539.9
|
|
||||
5.500% senior notes due in 2024
1, 3
|
512.4
|
|
|
538.7
|
|
|
529.6
|
|
|
574.0
|
|
||||
5.500% senior notes due in 2025
1, 3
|
739.6
|
|
|
719.3
|
|
|
739.0
|
|
|
759.3
|
|
||||
Total
|
$
|
1,252.0
|
|
|
$
|
1,258.0
|
|
|
$
|
2,057.5
|
|
|
$
|
2,156.6
|
|
1
|
The fair values were based on the trading levels and bid/offer prices observed by a market participant and are considered Level 2 financial instruments.
|
2
|
Includes unamortized premium of $
19.9 million
at
December 30, 2017
.
|
3
|
Carrying value of our significant outstanding debt is net of unamortized debt issuance costs as of
June 30, 2018
and
December 30, 2017
(see Note 11 to the Consolidated Financial Statements).
|
•
|
our ability to compete successfully in the markets in which we operate;
|
•
|
fluctuations in commodity prices and our ability to pass on increased costs to our customers or hedge against such rising costs, and the impact of those increased prices on our volumes;
|
•
|
our ability to manage our operations successfully;
|
•
|
our ability to fully realize the potential benefit of acquisitions or other strategic opportunities that we pursue;
|
•
|
potential liabilities associated with the Transaction;
|
•
|
our ability to realize the revenue and cost synergies of our recent acquisitions because of integration difficulties and other challenges;
|
•
|
the limited nature of our indemnification rights under our recent acquisition agreements;
|
•
|
our exposure to intangible asset risk;
|
•
|
currency fluctuations that adversely affect the exchange between the U.S. dollar and the British pound sterling, the Euro, the Canadian dollar and other currencies, and the exchange between the British pound sterling and the Euro;
|
•
|
our ability to maintain favorable arrangements and relationships with our suppliers;
|
•
|
our ability to meet our obligations under our debt agreements, and risks of further increases to our indebtedness;
|
•
|
our ability to maintain compliance with the covenants and conditions under our debt agreements;
|
•
|
fluctuations in interest rates which could increase our borrowing costs;
|
•
|
the incurrence of substantial indebtedness to finance our recent acquisitions;
|
•
|
the impact of global financial events on our financial results;
|
•
|
credit rating changes;
|
•
|
our ability to fully realize the expected cost savings and/or operating efficiencies from our restructuring activities;
|
•
|
any disruption to production at our manufacturing facilities;
|
•
|
our ability to maintain access to our water sources;
|
•
|
our ability to protect our intellectual property;
|
•
|
compliance with product health and safety standards;
|
•
|
liability for injury or illness caused by the consumption of contaminated products;
|
•
|
liability and damage to our reputation as a result of litigation or legal proceedings;
|
•
|
changes in the legal and regulatory environment in which we operate;
|
•
|
the seasonal nature of our business and the effect of adverse weather conditions;
|
•
|
the impact of national, regional and global events, including those of a political, economic, business and competitive nature;
|
•
|
our ability to recruit, retain, and integrate new management;
|
•
|
our ability to renew our collective bargaining agreements on satisfactory terms;
|
•
|
disruptions in our information systems;
|
•
|
our ability to securely maintain our customers’ confidential or credit card information, or other private data relating to our employees or our company;
|
•
|
our ability to maintain our quarterly dividend;
|
•
|
our ability to adequately address the challenges and risks associated with our international operations and address difficulties in complying with laws and regulations including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010;
|
•
|
increased tax liabilities in the various jurisdictions in which we operate;
|
•
|
our ability to utilize tax attributes to offset future taxable income; or
|
•
|
the impact of the 2017 Tax Cuts and Jobs Act on our tax obligations and effective tax rate.
|
•
|
Net revenue
increased
$46.9 million, or
4.2%
, from the prior year period due primarily to the addition of the Crystal Rock business, growth within our home and office water delivery operations, as well as growth in retail in our Route Based Services reporting segment, and the impact of favorable foreign exchange rates, partially offset by the reduction in volumes and green coffee commodity prices as well as the change in customer mix in our Coffee, Tea and Extract Solutions reporting segment, as well as fewer trading days compared to the prior year period in our Eden Springs B.V. (“Eden”), S. & D. Coffee, Inc. (“S&D”) and Aimia businesses. Excluding the impact of foreign exchange and additional trading days in the comparable prior year period, net revenue increased $32.8 million, or 2.9%, from the prior year period;
|
•
|
Gross profit
increased
to
$574.9 million
from
$555.9 million
in the prior year period due primarily to revenue growth, offset in part by increases in freight and transportation costs within our Route Based Services reporting segment, as well as a change in customer mix within our Coffee, Tea, and Extract Solutions reporting segment. Gross profit as a percentage of net revenue was
49.4%
compared to
49.7%
in the prior year period;
|
•
|
Selling, general and administrative (“SG&A”) expenses
increased
to
$536.3 million
from
$515.0 million
in the prior year period due primarily to the addition of the Crystal Rock business and the impact of foreign exchange rates within our Route Based Services reporting segment. As a percentage of net revenue, SG&A expenses were
46.1%
for the first half of 2018 and the comparable prior year period;
|
•
|
Other income, net
was
$32.4 million
compared to
$2.6 million
in the prior year period due primarily to the increase of net gains on foreign currency transactions and the gains recognized on the redemption of the DSS Notes and the sale of our PolyCycle Solutions (“PCS”) business;
|
•
|
Interest expense, net
increased
to
$39.4 million
from
$38.9 million
in the prior year period due primarily to having a full quarter of interest expense associated with the $750.0 million of 5.500% senior notes due April 1, 2025 (the “2025 Notes”) in the first half of 2018, partially offset by the reduction of interest expense on the outstanding balance of our ABL facility in the comparable prior year period;
|
•
|
Income tax expense was
$3.0 million
on pre-tax income from continuing operations of $19.8 million compared to
$0.1 million
on pre-tax loss from continuing operations of $14.6 million in the prior year period primarily due to losses incurred in the United States for which we did not recognize a tax benefit in 2017;
|
•
|
Adjusted EBITDA
increased
to
$147.3 million
compared to
$141.3 million
in the prior year period due to the items listed above;
|
•
|
Cash flows provided by operating activities from continuing operations was
$57.6 million
compared to
$92.5 million
in the prior year period. The $34.9 million
decrease
was due primarily to the change in working capital account balances relative to the prior year period.
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||||||||||||
(in millions of U.S. dollars)
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||
Revenue, net
|
603.6
|
|
|
100.0
|
|
|
580.6
|
|
|
100.0
|
|
|
1,164.4
|
|
|
100.0
|
|
|
1,117.5
|
|
|
100.0
|
|
Cost of sales
|
302.2
|
|
|
50.1
|
|
|
293.5
|
|
|
50.6
|
|
|
589.5
|
|
|
50.6
|
|
|
561.6
|
|
|
50.3
|
|
Gross profit
|
301.4
|
|
|
49.9
|
|
|
287.1
|
|
|
49.4
|
|
|
574.9
|
|
|
49.4
|
|
|
555.9
|
|
|
49.7
|
|
Selling, general and administrative expenses
|
275.2
|
|
|
45.6
|
|
|
260.0
|
|
|
44.8
|
|
|
536.3
|
|
|
46.1
|
|
|
515.0
|
|
|
46.1
|
|
Loss on disposal of property, plant and equipment, net
|
1.3
|
|
|
0.2
|
|
|
3.9
|
|
|
0.7
|
|
|
2.6
|
|
|
0.2
|
|
|
5.2
|
|
|
0.5
|
|
Acquisition and integration expenses
|
4.2
|
|
|
0.7
|
|
|
6.7
|
|
|
1.2
|
|
|
9.2
|
|
|
0.8
|
|
|
14.0
|
|
|
1.3
|
|
Operating income
|
20.7
|
|
|
3.4
|
|
|
16.5
|
|
|
2.8
|
|
|
26.8
|
|
|
2.3
|
|
|
21.7
|
|
|
1.9
|
|
Other income, net
|
(12.2
|
)
|
|
(2.0
|
)
|
|
(1.0
|
)
|
|
(0.2
|
)
|
|
(32.4
|
)
|
|
(2.8
|
)
|
|
(2.6
|
)
|
|
(0.2
|
)
|
Interest expense, net
|
18.6
|
|
|
3.1
|
|
|
23.6
|
|
|
4.1
|
|
|
39.4
|
|
|
3.4
|
|
|
38.9
|
|
|
3.5
|
|
Income (loss) from continuing operations before income taxes
|
14.3
|
|
|
2.4
|
|
|
(6.1
|
)
|
|
(1.1
|
)
|
|
19.8
|
|
|
1.7
|
|
|
(14.6
|
)
|
|
(1.3
|
)
|
Income tax expense (benefit)
|
2.1
|
|
|
0.3
|
|
|
(1.6
|
)
|
|
(0.3
|
)
|
|
3.0
|
|
|
0.3
|
|
|
0.1
|
|
|
—
|
|
Net income (loss) from continuing operations
|
12.2
|
|
|
2.0
|
|
|
(4.5
|
)
|
|
(0.8
|
)
|
|
16.8
|
|
|
1.4
|
|
|
(14.7
|
)
|
|
(1.3
|
)
|
Net (loss) income from discontinued operations, net of income taxes
|
(1.4
|
)
|
|
(0.2
|
)
|
|
(17.8
|
)
|
|
(3.1
|
)
|
|
356.0
|
|
|
30.6
|
|
|
(42.0
|
)
|
|
(3.8
|
)
|
Net income (loss)
|
10.8
|
|
|
1.8
|
|
|
(22.3
|
)
|
|
(3.8
|
)
|
|
372.8
|
|
|
32.0
|
|
|
(56.7
|
)
|
|
(5.1
|
)
|
Less: Net income attributable to non-controlling interests - discontinued operations
|
—
|
|
|
—
|
|
|
2.3
|
|
|
0.4
|
|
|
0.6
|
|
|
0.1
|
|
|
4.3
|
|
|
0.4
|
|
Net income (loss) attributable to Cott Corporation
|
10.8
|
|
|
1.8
|
|
|
(24.6
|
)
|
|
(4.2
|
)
|
|
372.2
|
|
|
32.0
|
|
|
(61.0
|
)
|
|
(5.5
|
)
|
Depreciation and amortization
|
48.7
|
|
|
8.1
|
|
|
48.8
|
|
|
8.4
|
|
|
96.1
|
|
|
8.3
|
|
|
92.4
|
|
|
8.3
|
|
|
For the Three Months Ended June 30, 2018
|
||||||||||||||||||
(in millions of U.S. dollars, except percentage amounts)
|
Route
Based
Services
|
|
Coffee, Tea
and Extract
Solutions
|
|
All
Other
|
|
Eliminations
|
|
Total
|
||||||||||
Change in revenue
|
$
|
27.3
|
|
|
$
|
(8.0
|
)
|
|
$
|
5.2
|
|
|
$
|
(1.5
|
)
|
|
$
|
23.0
|
|
Impact of foreign exchange
1
|
(5.0
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(5.9
|
)
|
|||||
Change excluding foreign exchange
|
$
|
22.3
|
|
|
$
|
(8.0
|
)
|
|
$
|
4.3
|
|
|
$
|
(1.5
|
)
|
|
$
|
17.1
|
|
Percentage change in revenue
|
7.1
|
%
|
|
(5.2
|
)%
|
|
12.4
|
%
|
|
100.0
|
%
|
|
4.0
|
%
|
|||||
Percentage change in revenue excluding foreign exchange
|
5.8
|
%
|
|
(5.2
|
)%
|
|
10.3
|
%
|
|
100.0
|
%
|
|
2.9
|
%
|
|||||
Impact of fewer trading days
2
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Change excluding foreign exchange and impact of fewer trading days
|
$
|
22.3
|
|
|
$
|
(8.0
|
)
|
|
$
|
4.3
|
|
|
$
|
(1.5
|
)
|
|
$
|
17.1
|
|
Percentage change in revenue excluding foreign exchange and impact of fewer trading days
|
5.8
|
%
|
|
(5.2
|
)%
|
|
10.3
|
%
|
|
100.0
|
%
|
|
2.9
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
For the Six Months Ended June 30, 2018
|
||||||||||||||||||
(in millions of U.S. dollars, except percentage amounts)
|
Route
Based
Services
|
|
Coffee, Tea
and Extract
Solutions
|
|
All
Other
|
|
Eliminations
|
|
Total
|
||||||||||
Change in revenue
|
$
|
46.1
|
|
|
$
|
(5.2
|
)
|
|
$
|
8.6
|
|
|
$
|
(2.6
|
)
|
|
$
|
46.9
|
|
Impact of foreign exchange
1
|
(16.8
|
)
|
|
—
|
|
|
(3.7
|
)
|
|
—
|
|
|
(20.5
|
)
|
|||||
Change excluding foreign exchange
|
$
|
29.3
|
|
|
$
|
(5.2
|
)
|
|
$
|
4.9
|
|
|
$
|
(2.6
|
)
|
|
$
|
26.4
|
|
Percentage change in revenue
|
6.3
|
%
|
|
(1.8
|
)%
|
|
10.3
|
%
|
|
100.0
|
%
|
|
4.2
|
%
|
|||||
Percentage change in revenue excluding foreign exchange
|
4.0
|
%
|
|
(1.8
|
)%
|
|
5.9
|
%
|
|
100.0
|
%
|
|
2.4
|
%
|
|||||
Impact of fewer trading days
2
|
$
|
1.3
|
|
|
$
|
4.9
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
6.4
|
|
Change excluding foreign exchange and impact of fewer trading days
|
$
|
30.6
|
|
|
$
|
(0.3
|
)
|
|
$
|
5.1
|
|
|
$
|
(2.6
|
)
|
|
$
|
32.8
|
|
Percentage change in revenue excluding foreign exchange and impact of fewer trading days
|
4.1
|
%
|
|
(0.1
|
)%
|
|
6.1
|
%
|
|
100.0
|
%
|
|
2.9
|
%
|
1
|
Impact of foreign exchange is the difference between the current period revenue translated utilizing the current period average foreign exchange rates less the current period revenue translated utilizing the prior period average foreign exchange rates.
|
2
|
Our Eden business had two fewer trading days, our S&D business had three fewer trading days, and our Aimia business had one fewer trading day for the six months ended
June 30, 2018
as compared to the prior year period.
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
(in millions of U.S. dollars)
|
June 30, 2018
|
|
July 1, 2017
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||||
Revenue, net
|
|
|
|
|
|
|
|
||||||||
Route Based Services
|
$
|
412.6
|
|
|
$
|
385.3
|
|
|
$
|
783.7
|
|
|
$
|
737.6
|
|
Coffee, Tea and Extract Solutions
|
145.5
|
|
|
153.5
|
|
|
291.6
|
|
|
296.8
|
|
||||
All Other
|
47.0
|
|
|
41.8
|
|
|
91.7
|
|
|
83.1
|
|
||||
Eliminations
|
(1.5
|
)
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
||||
Total
|
$
|
603.6
|
|
|
$
|
580.6
|
|
|
$
|
1,164.4
|
|
|
$
|
1,117.5
|
|
Gross profit
|
|
|
|
|
|
|
|
||||||||
Route Based Services
|
$
|
257.6
|
|
|
$
|
241.1
|
|
|
$
|
485.4
|
|
|
$
|
461.7
|
|
Coffee, Tea and Extract Solutions
|
37.4
|
|
|
39.3
|
|
|
76.1
|
|
|
81.1
|
|
||||
All Other
|
6.4
|
|
|
6.7
|
|
|
13.4
|
|
|
13.1
|
|
||||
Total
|
$
|
301.4
|
|
|
$
|
287.1
|
|
|
$
|
574.9
|
|
|
$
|
555.9
|
|
Operating income (loss)
|
|
|
|
|
|
|
|
||||||||
Route Based Services
|
$
|
27.7
|
|
|
$
|
22.9
|
|
|
$
|
40.1
|
|
|
$
|
32.3
|
|
Coffee, Tea and Extract Solutions
|
3.2
|
|
|
4.0
|
|
|
7.3
|
|
|
9.6
|
|
||||
All Other
|
(10.2
|
)
|
|
(10.4
|
)
|
|
(20.6
|
)
|
|
(20.2
|
)
|
||||
Total
|
$
|
20.7
|
|
|
$
|
16.5
|
|
|
$
|
26.8
|
|
|
$
|
21.7
|
|
|
For the Three Months Ended June 30, 2018
|
||||||||||||||||||
(in millions of U.S. dollars)
|
Route
Based
Services
|
|
Coffee, Tea
and Extract
Solutions
|
|
All
Other
|
|
Eliminations
|
|
Total
|
||||||||||
Revenue, net
|
|
|
|
|
|
|
|
|
|
||||||||||
Home and office bottled water delivery
|
$
|
259.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
259.5
|
|
Coffee and tea services
|
48.1
|
|
|
118.8
|
|
|
0.9
|
|
|
(1.5
|
)
|
|
166.3
|
|
|||||
Retail
|
61.1
|
|
|
—
|
|
|
16.8
|
|
|
—
|
|
|
77.9
|
|
|||||
Other
|
43.9
|
|
|
26.7
|
|
|
29.3
|
|
|
—
|
|
|
99.9
|
|
|||||
Total
|
$
|
412.6
|
|
|
$
|
145.5
|
|
|
$
|
47.0
|
|
|
$
|
(1.5
|
)
|
|
$
|
603.6
|
|
(in millions of U.S. dollars)
|
Route
Based
Services
|
|
Coffee, Tea
and Extract
Solutions
|
|
All
Other
|
|
Eliminations
|
|
Total
|
||||||||||
Revenue, net
|
|
|
|
|
|
|
|
|
|
||||||||||
Home and office bottled water delivery
|
$
|
244.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
244.6
|
|
Coffee and tea services
|
44.8
|
|
|
129.0
|
|
|
0.7
|
|
|
—
|
|
|
174.5
|
|
|||||
Retail
|
55.7
|
|
|
—
|
|
|
10.5
|
|
|
—
|
|
|
66.2
|
|
|||||
Other
|
40.2
|
|
|
24.5
|
|
|
30.6
|
|
|
—
|
|
|
95.3
|
|
|||||
Total
|
$
|
385.3
|
|
|
$
|
153.5
|
|
|
$
|
41.8
|
|
|
$
|
—
|
|
|
$
|
580.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
For the Six Months Ended July 1, 2017
|
||||||||||||||||||
(in millions of U.S. dollars)
|
Route
Based
Services
|
|
Coffee, Tea
and Extract
Solutions
|
|
All
Other
|
|
Eliminations
|
|
Total
|
||||||||||
Revenue, net
|
|
|
|
|
|
|
|
|
|
||||||||||
Home and office bottled water delivery
|
$
|
462.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
462.6
|
|
Coffee and tea services
|
90.7
|
|
|
248.7
|
|
|
1.3
|
|
|
—
|
|
|
340.7
|
|
|||||
Retail
|
107.5
|
|
|
—
|
|
|
22.2
|
|
|
—
|
|
|
129.7
|
|
|||||
Other
|
76.8
|
|
|
48.1
|
|
|
59.6
|
|
|
—
|
|
|
184.5
|
|
|||||
Total
|
$
|
737.6
|
|
|
$
|
296.8
|
|
|
$
|
83.1
|
|
|
$
|
—
|
|
|
$
|
1,117.5
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
(in millions of U.S. dollars)
|
June 30, 2018
|
|
July 1, 2017
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||||
Net income (loss) from continuing operations
|
$
|
12.2
|
|
|
$
|
(4.5
|
)
|
|
$
|
16.8
|
|
|
$
|
(14.7
|
)
|
Interest expense, net
|
18.6
|
|
|
23.6
|
|
|
39.4
|
|
|
38.9
|
|
||||
Income tax expense (benefit)
|
2.1
|
|
|
(1.6
|
)
|
|
3.0
|
|
|
0.1
|
|
||||
Depreciation and amortization
|
48.7
|
|
|
48.8
|
|
|
96.1
|
|
|
92.4
|
|
||||
EBITDA
|
$
|
81.6
|
|
|
$
|
66.3
|
|
|
$
|
155.3
|
|
|
$
|
116.7
|
|
Acquisition and integration costs
1
|
4.2
|
|
|
6.7
|
|
|
9.2
|
|
|
14.0
|
|
||||
Share-based compensation costs
|
3.6
|
|
|
4.1
|
|
|
6.0
|
|
|
6.8
|
|
||||
Commodity hedging loss (gain), net
|
—
|
|
|
0.4
|
|
|
0.3
|
|
|
(1.5
|
)
|
||||
Foreign exchange and other (gains) losses, net
|
(3.0
|
)
|
|
0.4
|
|
|
(11.2
|
)
|
|
(0.9
|
)
|
||||
Loss on disposal of property, plant and equipment, net
|
1.3
|
|
|
4.0
|
|
|
2.6
|
|
|
5.7
|
|
||||
Gain on extinguishment of long-term debt
|
—
|
|
|
(1.5
|
)
|
|
(7.1
|
)
|
|
(1.5
|
)
|
||||
Gain on sale
|
(6.0
|
)
|
|
—
|
|
|
(6.0
|
)
|
|
—
|
|
||||
Other adjustments, net
|
1.1
|
|
|
1.0
|
|
|
(1.8
|
)
|
|
2.0
|
|
||||
Adjusted EBITDA
|
$
|
82.8
|
|
|
$
|
81.4
|
|
|
$
|
147.3
|
|
|
$
|
141.3
|
|
1
|
Includes $0.8 million and $1.8 million for the three and six months ended June 30, 2018, and $0.9 million and $2.2 million for the three and six months ended July 1, 2017, respectively, of share-based compensation costs related to awards granted in connection with the acquisition of our S&D and Eden businesses.
|
|
For the Three Months Ended
|
||||||
(in millions of U.S. dollars)
|
June 30, 2018
|
|
July 1, 2017
|
||||
Net cash provided by operating activities from continuing operations
|
$
|
35.0
|
|
|
$
|
61.4
|
|
Less: Additions to property, plant and equipment
|
(28.9
|
)
|
|
(30.7
|
)
|
||
Free Cash Flow
|
$
|
6.1
|
|
|
$
|
30.7
|
|
Plus:
|
|
|
|
||||
Acquisition and integration cash costs
|
3.8
|
|
|
6.6
|
|
||
Working capital adjustment - Refresco Concentrate Supply Agreement
1
|
2.2
|
|
|
—
|
|
||
Adjusted Free Cash Flow
|
$
|
12.1
|
|
|
$
|
37.3
|
|
|
For the Six Months Ended
|
||||||
(in millions of U.S. dollars)
|
June 30, 2018
|
|
July 1, 2017
|
||||
Net cash provided by operating activities from continuing operations
|
$
|
57.6
|
|
|
$
|
92.5
|
|
Less: Additions to property, plant and equipment
|
(58.7
|
)
|
|
(58.9
|
)
|
||
Free Cash Flow
|
$
|
(1.1
|
)
|
|
$
|
33.6
|
|
Plus:
|
|
|
|
||||
Acquisition and integration cash costs
|
9.4
|
|
|
12.3
|
|
||
Working capital adjustment - Refresco Concentrate Supply Agreement
1
|
11.1
|
|
|
—
|
|
||
Adjusted Free Cash Flow
|
$
|
19.4
|
|
|
$
|
45.9
|
|
1
|
Increase in working capital related to the Concentrate Supply Agreement with Refresco in connection with the Transaction (see Note 2 of the Consolidated Financial Statements).
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 30,
|
|
July 1,
|
|
June 30,
|
|
July 1,
|
||||||||
(in millions of U.S. dollars)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net cash provided by operating activities from continuing operations
|
$
|
35.0
|
|
|
$
|
61.4
|
|
|
$
|
57.6
|
|
|
$
|
92.5
|
|
Net cash used in investing activities from continuing operations
|
(55.8
|
)
|
|
(58.3
|
)
|
|
(113.5
|
)
|
|
(88.2
|
)
|
||||
Net cash (used in) provided by financing activities from continuing operations
|
(22.1
|
)
|
|
(117.1
|
)
|
|
(312.3
|
)
|
|
612.4
|
|
||||
Cash flows from discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities from discontinued operations
|
(3.3
|
)
|
|
43.5
|
|
|
(77.7
|
)
|
|
8.7
|
|
||||
Net cash (used in) provided by investing activities from discontinued operations
|
—
|
|
|
(9.2
|
)
|
|
1,228.6
|
|
|
(23.4
|
)
|
||||
Net cash used in financing activities from discontinued operations
|
—
|
|
|
(330.5
|
)
|
|
(769.7
|
)
|
|
(601.3
|
)
|
||||
Effect of exchange rate changes on cash
|
(3.7
|
)
|
|
2.9
|
|
|
(8.5
|
)
|
|
4.4
|
|
||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(49.9
|
)
|
|
(407.3
|
)
|
|
4.5
|
|
|
5.1
|
|
||||
Cash and cash equivalents and restricted cash, beginning of period
|
212.3
|
|
|
530.5
|
|
|
157.9
|
|
|
118.1
|
|
||||
Cash and cash equivalents and restricted cash, end of period
|
162.4
|
|
|
123.2
|
|
|
162.4
|
|
|
123.2
|
|
||||
Cash and cash equivalents and restricted cash of discontinued operations, end of period
|
—
|
|
|
55.0
|
|
|
—
|
|
|
55.0
|
|
||||
Cash and cash equivalents and restricted cash from continuing operations, end of period
|
$
|
162.4
|
|
|
$
|
68.2
|
|
|
$
|
162.4
|
|
|
$
|
68.2
|
|
|
Total
Number of
Common Shares
Purchased
|
|
Average Price
Paid per
Common Share
|
|
Total Number of
Common Shares
Purchased as
Part of Publicly
Announced Plans
or Programs
|
|
Maximum Number
(or Approximate Dollar Value) of
Common Shares
that May Yet Be
Purchased Under the
Plans or Programs
|
||||||
April 1 - April 30, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
May 1 - May 31, 2018
|
583,122
|
|
|
$
|
15.87
|
|
|
583,122
|
|
|
$
|
40,735,492
|
|
June 1 - June 30, 2018
|
412,259
|
|
|
$
|
16.27
|
|
|
412,259
|
|
|
$
|
34,037,418
|
|
Total
|
995,381
|
|
|
|
|
995,381
|
|
|
|
|
Total
Number of
Common Shares
Purchased
|
|
Average Price
Paid per
Common Share
|
|
Total Number of
Common Shares
Purchased as
Part of Publicly
Announced Plans
or Programs
|
|
Maximum Number
(or Approximate Dollar Value) of
Common Shares
that May Yet Be
Purchased Under the
Plans or Programs
|
|||
April 1 - April 30, 2018
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
May 1 - May 31, 2018
|
566
|
|
|
$
|
15.14
|
|
|
N/A
|
|
N/A
|
June 1 - June 30, 2018
|
5,203
|
|
|
$
|
16.51
|
|
|
N/A
|
|
N/A
|
Total
|
5,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
|||
Exhibit No.
|
Description of Exhibit
|
|
Form
|
Exhibit
|
Filing Date
|
File No.
|
|
|
3.1
|
|
8-A
|
3.1
|
5/4/2018
|
001-31410
|
|
|
|
3.2
|
|
8-A
|
3.2
|
5/4/2018
|
001-31410
|
|
|
|
4.1
|
|
|
|
|
|
|
*
|
|
4.2
|
|
|
|
|
|
|
*
|
|
4.3
|
|
8-K
|
4.1
|
5/4/2018
|
001-31410
|
|
|
|
31.1
|
|
|
|
|
|
|
*
|
|
31.2
|
|
|
|
|
|
|
*
|
|
32.1
|
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
|
|
101
|
The following financial statements from Cott Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed August 7, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive (Loss) Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, (vi) Notes to the Consolidated Financial Statements.
|
|
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
COTT CORPORATION
|
|
(Registrant)
|
|
|
Date: August 7, 2018
|
/s/ Jay Wells
|
|
Jay Wells
|
|
Chief Financial Officer
|
|
(On behalf of the Company)
|
|
|
Date: August 7, 2018
|
/s/ Jason Ausher
|
|
Jason Ausher
|
|
Chief Accounting Officer
|
|
(Principal Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cott Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
/s/ Jerry Fowden
|
Jerry Fowden
|
Chief Executive Officer
|
Dated: August 7, 2018
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cott Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
/s/ Jay Wells
|
Jay Wells
|
Chief Financial Officer
|
Dated: August 7, 2018
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Jerry Fowden
|
Jerry Fowden
|
Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Jay Wells
|
Jay Wells
|
Chief Financial Officer
|