|
|
☒
|
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
|
|
L4W 4T5
|
Canada
|
|
|
|
|
|
|
|
4221 WEST BOY SCOUT BOULEVARD
|
|
|
|
SUITE 400
|
|
|
|
TAMPA,
|
Florida
|
|
33607
|
United States
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Shares, no par value per share
|
COT
|
New York Stock Exchange
|
BCB
|
Toronto Stock Exchange
|
Large Accelerated Filer
|
ý
|
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
|
Smaller reporting company
|
☐
|
|
|
|
|
Emerging growth company
|
☐
|
Class
|
|
Outstanding at August 1, 2019
|
Common Shares, no par value per share
|
|
134,662,789
|
Item 1.
|
Financial Statements (unaudited)
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||
Revenue, net
|
$
|
604.1
|
|
|
$
|
603.6
|
|
|
$
|
1,178.2
|
|
|
$
|
1,164.4
|
|
Cost of sales
|
291.0
|
|
|
302.2
|
|
|
582.2
|
|
|
589.5
|
|
||||
Gross profit
|
313.1
|
|
|
301.4
|
|
|
596.0
|
|
|
574.9
|
|
||||
Selling, general and administrative expenses
|
284.2
|
|
|
275.2
|
|
|
556.3
|
|
|
536.3
|
|
||||
Loss on disposal of property, plant and equipment, net
|
1.6
|
|
|
1.3
|
|
|
3.5
|
|
|
2.6
|
|
||||
Acquisition and integration expenses
|
2.7
|
|
|
4.2
|
|
|
7.5
|
|
|
9.2
|
|
||||
Operating income
|
24.6
|
|
|
20.7
|
|
|
28.7
|
|
|
26.8
|
|
||||
Other (income) expense, net
|
(2.4
|
)
|
|
(12.2
|
)
|
|
3.1
|
|
|
(32.4
|
)
|
||||
Interest expense, net
|
19.1
|
|
|
18.6
|
|
|
38.4
|
|
|
39.4
|
|
||||
Income (loss) from continuing operations before income taxes
|
7.9
|
|
|
14.3
|
|
|
(12.8
|
)
|
|
19.8
|
|
||||
Income tax expense
|
3.5
|
|
|
2.1
|
|
|
2.5
|
|
|
3.0
|
|
||||
Net income (loss) from continuing operations
|
$
|
4.4
|
|
|
$
|
12.2
|
|
|
$
|
(15.3
|
)
|
|
$
|
16.8
|
|
Net (loss) income from discontinued operations, net of income taxes
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
356.0
|
|
||||
Net income (loss)
|
$
|
4.4
|
|
|
$
|
10.8
|
|
|
$
|
(15.3
|
)
|
|
$
|
372.8
|
|
Less: Net income attributable to non-controlling interests - discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||
Net income (loss) attributable to Cott Corporation
|
$
|
4.4
|
|
|
$
|
10.8
|
|
|
$
|
(15.3
|
)
|
|
$
|
372.2
|
|
Net income (loss) per common share attributable to Cott Corporation
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.03
|
|
|
$
|
0.09
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.12
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
2.54
|
|
Net income (loss)
|
$
|
0.03
|
|
|
$
|
0.08
|
|
|
$
|
(0.11
|
)
|
|
$
|
2.66
|
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.03
|
|
|
$
|
0.09
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.12
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
2.50
|
|
Net income (loss)
|
$
|
0.03
|
|
|
$
|
0.08
|
|
|
$
|
(0.11
|
)
|
|
$
|
2.62
|
|
Weighted average common shares outstanding (in thousands)
|
|
|
|
|
|
|
|
||||||||
Basic
|
135,569
|
|
|
139,768
|
|
|
135,758
|
|
|
139,860
|
|
||||
Diluted
|
137,306
|
|
|
141,661
|
|
|
135,758
|
|
|
142,120
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||
Net income (loss)
|
$
|
4.4
|
|
|
$
|
10.8
|
|
|
$
|
(15.3
|
)
|
|
$
|
372.8
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustment
|
(3.5
|
)
|
|
(17.0
|
)
|
|
7.1
|
|
|
(8.7
|
)
|
||||
Pension benefit plan, net of tax 1
|
—
|
|
|
—
|
|
|
—
|
|
|
16.9
|
|
||||
Income (loss) on derivative instruments, net of tax 2
|
12.5
|
|
|
(0.5
|
)
|
|
7.0
|
|
|
(4.3
|
)
|
||||
Total other comprehensive income (loss)
|
9.0
|
|
|
(17.5
|
)
|
|
14.1
|
|
|
3.9
|
|
||||
Comprehensive income (loss)
|
$
|
13.4
|
|
|
$
|
(6.7
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
376.7
|
|
Less: Comprehensive income attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||
Comprehensive income (loss) attributable to Cott Corporation
|
$
|
13.4
|
|
|
$
|
(6.7
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
376.1
|
|
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 $4.9 million and $3.3 million tax expense for the three and six months ended June 29, 2019, respectively and $0.4 million tax benefit for the six months ended June 30, 2018.
|
|
June 29, 2019
|
|
December 29, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
113.4
|
|
|
$
|
170.8
|
|
Accounts receivable, net of allowance of $8.4 ($9.6 as of December 29, 2018)
|
308.4
|
|
|
308.3
|
|
||
Inventories
|
130.1
|
|
|
129.6
|
|
||
Prepaid expenses and other current assets
|
32.9
|
|
|
27.2
|
|
||
Total current assets
|
584.8
|
|
|
635.9
|
|
||
Property, plant and equipment, net
|
643.7
|
|
|
624.7
|
|
||
Operating lease right-of-use-assets
|
205.1
|
|
|
—
|
|
||
Goodwill
|
1,163.7
|
|
|
1,143.9
|
|
||
Intangible assets, net
|
713.4
|
|
|
739.2
|
|
||
Deferred tax assets
|
0.1
|
|
|
0.1
|
|
||
Other long-term assets, net
|
21.7
|
|
|
31.7
|
|
||
Total assets
|
$
|
3,332.5
|
|
|
$
|
3,175.5
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
93.8
|
|
|
$
|
89.0
|
|
Current maturities of long-term debt
|
5.0
|
|
|
3.0
|
|
||
Accounts payable and accrued liabilities
|
438.4
|
|
|
469.0
|
|
||
Current operating lease obligations
|
42.9
|
|
|
—
|
|
||
Total current liabilities
|
580.1
|
|
|
561.0
|
|
||
Long-term debt
|
1,261.7
|
|
|
1,250.2
|
|
||
Operating lease obligations
|
167.8
|
|
|
—
|
|
||
Deferred tax liabilities
|
127.5
|
|
|
124.3
|
|
||
Other long-term liabilities
|
55.5
|
|
|
69.6
|
|
||
Total liabilities
|
2,192.6
|
|
|
2,005.1
|
|
||
Equity
|
|
|
|
||||
Common shares, no par value - 134,638,000 (December 29, 2018 - 136,195,108) shares issued
|
890.0
|
|
|
899.4
|
|
||
Additional paid-in-capital
|
74.4
|
|
|
73.9
|
|
||
Retained earnings
|
263.1
|
|
|
298.8
|
|
||
Accumulated other comprehensive loss
|
(87.6
|
)
|
|
(101.7
|
)
|
||
Total Cott Corporation equity
|
1,139.9
|
|
|
1,170.4
|
|
||
Total liabilities and equity
|
$
|
3,332.5
|
|
|
$
|
3,175.5
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||
Cash flows from operating activities of continuing operations:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
4.4
|
|
|
$
|
10.8
|
|
|
$
|
(15.3
|
)
|
|
$
|
372.8
|
|
Net (loss) income from discontinued operations, net of income taxes
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
356.0
|
|
||||
Net income (loss) from continuing operations
|
4.4
|
|
|
12.2
|
|
|
(15.3
|
)
|
|
16.8
|
|
||||
Adjustments to reconcile net income (loss) from continuing operations to cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
48.9
|
|
|
48.7
|
|
|
94.1
|
|
|
96.1
|
|
||||
Amortization of financing fees
|
0.9
|
|
|
0.8
|
|
|
1.7
|
|
|
1.7
|
|
||||
Share-based compensation expense
|
3.3
|
|
|
4.4
|
|
|
6.8
|
|
|
7.8
|
|
||||
(Benefit) provision for deferred income taxes
|
(2.0
|
)
|
|
2.9
|
|
|
(5.2
|
)
|
|
2.7
|
|
||||
Gain on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
||||
Loss (gain) on sale of business
|
0.6
|
|
|
(6.0
|
)
|
|
6.0
|
|
|
(6.0
|
)
|
||||
Loss on disposal of property, plant and equipment, net
|
1.6
|
|
|
1.3
|
|
|
3.5
|
|
|
2.6
|
|
||||
Other non-cash items
|
(3.7
|
)
|
|
(2.2
|
)
|
|
(3.3
|
)
|
|
(2.2
|
)
|
||||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
(16.2
|
)
|
|
(6.5
|
)
|
|
(14.6
|
)
|
|
(19.2
|
)
|
||||
Inventories
|
(9.5
|
)
|
|
(4.6
|
)
|
|
(16.1
|
)
|
|
(13.7
|
)
|
||||
Prepaid expenses and other current assets
|
0.6
|
|
|
(2.3
|
)
|
|
(1.3
|
)
|
|
(6.6
|
)
|
||||
Other assets
|
0.6
|
|
|
0.2
|
|
|
1.3
|
|
|
1.2
|
|
||||
Accounts payable and accrued liabilities and other liabilities
|
(18.0
|
)
|
|
(13.9
|
)
|
|
(22.5
|
)
|
|
(6.2
|
)
|
||||
Net cash provided by operating activities from continuing operations
|
11.5
|
|
|
35.0
|
|
|
35.1
|
|
|
67.9
|
|
||||
Cash flows from investing activities of continuing operations:
|
|
|
|
|
|
|
|
||||||||
Acquisitions, net of cash received
|
(21.5
|
)
|
|
(38.8
|
)
|
|
(42.5
|
)
|
|
(66.6
|
)
|
||||
Additions to property, plant and equipment
|
(27.8
|
)
|
|
(28.9
|
)
|
|
(51.6
|
)
|
|
(58.7
|
)
|
||||
Additions to intangible assets
|
(2.0
|
)
|
|
(2.0
|
)
|
|
(4.3
|
)
|
|
(4.2
|
)
|
||||
Proceeds from sale of property, plant and equipment
|
1.0
|
|
|
1.0
|
|
|
2.4
|
|
|
2.9
|
|
||||
Proceeds from sale of business, net of cash sold
|
—
|
|
|
12.8
|
|
|
50.5
|
|
|
12.8
|
|
||||
Other investing activities
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
0.3
|
|
||||
Net cash used in investing activities from continuing operations
|
(50.3
|
)
|
|
(55.8
|
)
|
|
(45.4
|
)
|
|
(113.5
|
)
|
Cash flows from financing activities of continuing operations:
|
|
|
|
|
|
|
|
||||||||
Payments of long-term debt
|
(1.5
|
)
|
|
(0.6
|
)
|
|
(3.0
|
)
|
|
(263.3
|
)
|
||||
Borrowings under ABL
|
37.9
|
|
|
0.4
|
|
|
62.9
|
|
|
1.0
|
|
||||
Payments under ABL
|
(9.1
|
)
|
|
(0.4
|
)
|
|
(61.9
|
)
|
|
(1.0
|
)
|
||||
Premiums and costs paid upon extinguishment of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.5
|
)
|
||||
Issuance of common shares
|
0.3
|
|
|
2.4
|
|
|
0.7
|
|
|
4.2
|
|
||||
Common shares repurchased and canceled
|
(20.0
|
)
|
|
(16.1
|
)
|
|
(31.0
|
)
|
|
(21.7
|
)
|
||||
Financing fees
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
||||
Dividends paid to common shareholders
|
(8.0
|
)
|
|
(8.4
|
)
|
|
(16.2
|
)
|
|
(16.8
|
)
|
||||
Payment of deferred consideration for acquisitions
|
(0.2
|
)
|
|
(2.8
|
)
|
|
(0.2
|
)
|
|
(2.8
|
)
|
||||
Other financing activities
|
2.0
|
|
|
3.4
|
|
|
3.4
|
|
|
2.1
|
|
||||
Net cash provided by (used in) financing activities from continuing operations
|
1.4
|
|
|
(22.1
|
)
|
|
(45.3
|
)
|
|
(312.3
|
)
|
||||
Cash flows from discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Operating activities of discontinued operations
|
(3.2
|
)
|
|
(3.3
|
)
|
|
(3.2
|
)
|
|
(88.0
|
)
|
||||
Investing activities of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
1,228.6
|
|
||||
Financing activities of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(769.7
|
)
|
||||
Net cash (used in) provided by discontinued operations
|
(3.2
|
)
|
|
(3.3
|
)
|
|
(3.2
|
)
|
|
370.9
|
|
||||
Effect of exchange rate changes on cash
|
0.1
|
|
|
(3.7
|
)
|
|
1.4
|
|
|
(8.5
|
)
|
||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(40.5
|
)
|
|
(49.9
|
)
|
|
(57.4
|
)
|
|
4.5
|
|
||||
Cash and cash equivalents and restricted cash, beginning of period
|
153.9
|
|
|
212.3
|
|
|
170.8
|
|
|
157.9
|
|
||||
Cash and cash equivalents and restricted cash from continuing operations, end of period
|
$
|
113.4
|
|
|
$
|
162.4
|
|
|
$
|
113.4
|
|
|
$
|
162.4
|
|
Supplemental Non-cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
||||||||
Dividends payable
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
Additions to property, plant and equipment through accounts payable and accrued liabilities and other liabilities
|
13.9
|
|
|
10.8
|
|
|
20.9
|
|
|
14.1
|
|
||||
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
|
||||||||
Cash paid for interest
|
$
|
35.2
|
|
|
$
|
35.7
|
|
|
$
|
50.3
|
|
|
$
|
46.4
|
|
Cash paid for income taxes, net
|
4.3
|
|
|
0.8
|
|
|
5.3
|
|
|
2.2
|
|
|
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 30, 2017
|
139,489
|
|
|
$
|
917.1
|
|
|
$
|
69.1
|
|
|
$
|
(12.2
|
)
|
|
$
|
(94.4
|
)
|
|
$
|
6.1
|
|
|
$
|
885.7
|
|
Common shares repurchased and canceled
|
(355
|
)
|
|
(5.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
||||||
Common shares issued - Equity Incentive Plan
|
992
|
|
|
10.3
|
|
|
(8.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
||||||
Common shares issued - Dividend Reinvestment Plan
|
8
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Common shares issued - Employee Stock Purchase Plan
|
26
|
|
|
0.3
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
||||||
Common shares dividends ($0.06 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.5
|
)
|
|
—
|
|
|
—
|
|
|
(8.5
|
)
|
||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.3
|
|
|
—
|
|
|
8.3
|
|
||||||
Pension benefit plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
|
16.9
|
|
||||||
Loss on derivative instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
(3.8
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
361.4
|
|
|
—
|
|
|
0.6
|
|
|
362.0
|
|
||||||
Balance at March 31, 2018
|
140,160
|
|
|
$
|
922.2
|
|
|
$
|
63.6
|
|
|
$
|
340.7
|
|
|
$
|
(73.0
|
)
|
|
$
|
—
|
|
|
$
|
1,253.5
|
|
Common shares repurchased and canceled
|
(1,001
|
)
|
|
(6.7
|
)
|
|
—
|
|
|
(9.4
|
)
|
|
—
|
|
|
—
|
|
|
(16.1
|
)
|
||||||
Common shares issued - Equity Incentive Plan
|
249
|
|
|
2.5
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
||||||
Common shares issued - Dividend Reinvestment Plan
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common shares issued - Employee Stock Purchase Plan
|
21
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
||||||
Common shares dividends ($0.06 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.7
|
)
|
|
—
|
|
|
—
|
|
|
(8.7
|
)
|
||||||
Comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.0
|
)
|
|
—
|
|
|
(17.0
|
)
|
||||||
Loss on derivative instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
10.8
|
|
|
—
|
|
|
—
|
|
|
10.8
|
|
||||||
Balance at June 30, 2018
|
139,435
|
|
|
$
|
918.4
|
|
|
$
|
67.3
|
|
|
$
|
333.4
|
|
|
$
|
(90.5
|
)
|
|
$
|
—
|
|
|
$
|
1,228.6
|
|
|
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 29, 2018
|
136,195
|
|
|
$
|
899.4
|
|
|
$
|
73.9
|
|
|
$
|
298.8
|
|
|
$
|
(101.7
|
)
|
|
$
|
—
|
|
|
$
|
1,170.4
|
|
Cumulative effect adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
10.5
|
|
|
—
|
|
|
—
|
|
|
10.5
|
|
||||||
Common shares repurchased and canceled
|
(770
|
)
|
|
(6.9
|
)
|
|
—
|
|
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
(11.0
|
)
|
||||||
Common shares issued - Equity Incentive Plan
|
519
|
|
|
6.1
|
|
|
(6.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common shares issued - Employee Stock Purchase Plan
|
22
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
||||||
Common shares dividends ($0.06 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
||||||
Comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.6
|
|
|
—
|
|
|
10.6
|
|
||||||
Loss on derivative instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
(5.5
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.7
|
)
|
|
—
|
|
|
—
|
|
|
(19.7
|
)
|
||||||
Balance at March 30, 2019
|
135,966
|
|
|
$
|
899.0
|
|
|
$
|
71.3
|
|
|
$
|
277.3
|
|
|
$
|
(96.6
|
)
|
|
$
|
—
|
|
|
$
|
1,151.0
|
|
Common shares repurchased and canceled
|
(1,441
|
)
|
|
(9.5
|
)
|
|
—
|
|
|
(10.5
|
)
|
|
—
|
|
|
—
|
|
|
(20.0
|
)
|
||||||
Common shares issued - Equity Incentive Plan
|
86
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common shares issued - Dividend Reinvestment Plan
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common shares issued - Employee Stock Purchase Plan
|
24
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
||||||
Common shares dividends ($0.06 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.1
|
)
|
|
—
|
|
|
—
|
|
|
(8.1
|
)
|
||||||
Comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
(3.5
|
)
|
||||||
Gain on derivative instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.5
|
|
|
—
|
|
|
12.5
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
||||||
Balance at June 29, 2019
|
134,638
|
|
|
$
|
890.0
|
|
|
$
|
74.4
|
|
|
$
|
263.1
|
|
|
$
|
(87.6
|
)
|
|
$
|
—
|
|
|
$
|
1,139.9
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||
(in millions of U.S. dollars)
|
June 29, 2019
|
||||||
Operating lease cost
|
$
|
13.0
|
|
|
$
|
26.3
|
|
Short-term lease cost
|
1.4
|
|
|
2.7
|
|
||
Finance lease cost
|
|
|
|
|
|
||
Amortization of right-of-use assets
|
$
|
2.2
|
|
|
$
|
2.9
|
|
Interest on lease liabilities
|
0.1
|
|
|
0.3
|
|
||
Total finance lease cost
|
$
|
2.3
|
|
|
$
|
3.2
|
|
Sublease income
|
$
|
0.2
|
|
|
$
|
0.5
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||
(in millions of U.S. dollars)
|
June 29, 2019
|
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||
Operating cash flows from operating leases
|
13.0
|
|
|
27.5
|
|
Operating cash flows from finance leases
|
0.2
|
|
|
0.3
|
|
Financing cash flows from finance leases
|
1.3
|
|
|
2.1
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
|
||
Operating leases
|
8.7
|
|
|
10.2
|
|
Finance leases
|
5.9
|
|
|
15.1
|
|
(in millions of U.S. dollars, except lease term and discount rate)
|
June 29, 2019
|
||
Operating leases
|
|
||
Operating lease right-of-use assets
|
$
|
205.1
|
|
Current operating lease obligations
|
42.9
|
|
|
Operating lease obligations
|
167.8
|
|
|
Total operating lease obligations
|
$
|
210.7
|
|
|
|
||
Financing leases
|
|
||
Property, plant and equipment, net
|
$
|
20.2
|
|
Current maturities of long-term debt
|
4.0
|
|
|
Long-term debt
|
15.2
|
|
|
Total finance lease obligations
|
$
|
19.2
|
|
Weighted Average Remaining Lease Term
|
|
|
Operating leases
|
8.0 years
|
|
Finance leases
|
5.4 years
|
|
|
|
|
Weighted Average Discount Rate
|
|
|
Operating leases
|
6.2
|
%
|
Finance leases
|
6.2
|
%
|
(in millions of U.S. dollars)
|
Operating Leases
|
|
Finance Leases
|
||||
2019
|
$
|
25.6
|
|
|
$
|
2.6
|
|
2020
|
50.0
|
|
|
4.8
|
|
||
2021
|
39.3
|
|
|
3.8
|
|
||
2022
|
29.7
|
|
|
3.4
|
|
||
2023
|
25.1
|
|
|
3.2
|
|
||
Thereafter
|
110.9
|
|
|
5.1
|
|
||
Total lease payments
|
280.6
|
|
|
22.9
|
|
||
Less imputed interest
|
(69.9
|
)
|
|
(3.7
|
)
|
||
Present value of lease obligations
|
$
|
210.7
|
|
|
$
|
19.2
|
|
(in millions of U.S. dollars)
|
Operating Leases
|
||
2019
|
$
|
51.6
|
|
2020
|
42.9
|
|
|
2021
|
36.2
|
|
|
2022
|
29.2
|
|
|
2023
|
23.4
|
|
|
Thereafter
|
106.9
|
|
(in millions of U.S. dollars)
|
Capital Leases
|
||
2019
|
$
|
1.9
|
|
2020
|
1.4
|
|
|
2021
|
0.7
|
|
|
2022
|
0.5
|
|
|
2023
|
0.4
|
|
|
Thereafter
|
0.1
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
(in millions of U.S. dollars)
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||
United States
|
$
|
454.1
|
|
|
$
|
453.6
|
|
|
$
|
890.1
|
|
|
$
|
872.2
|
|
United Kingdom
|
42.2
|
|
|
41.5
|
|
|
88.3
|
|
|
85.1
|
|
||||
Canada
|
17.9
|
|
|
16.9
|
|
|
33.7
|
|
|
32.1
|
|
||||
All other countries
|
89.9
|
|
|
91.6
|
|
|
166.1
|
|
|
175.0
|
|
||||
Total 1
|
$
|
604.1
|
|
|
$
|
603.6
|
|
|
$
|
1,178.2
|
|
|
$
|
1,164.4
|
|
(in millions of U.S. dollars)
|
Originally Reported
|
|
Measurement Period Adjustments
|
|
Acquired Value
|
||||||
Cash and cash equivalents
|
$
|
8.2
|
|
|
$
|
—
|
|
|
$
|
8.2
|
|
Accounts receivable
|
4.2
|
|
|
—
|
|
|
4.2
|
|
|||
Inventory
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|||
Prepaid expenses and other assets
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Property, plant and equipment
|
38.5
|
|
|
3.0
|
|
|
41.5
|
|
|||
Goodwill
|
20.5
|
|
|
(4.5
|
)
|
|
16.0
|
|
|||
Intangible assets
|
25.8
|
|
|
2.6
|
|
|
28.4
|
|
|||
Accounts payable and accrued liabilities
|
(19.3
|
)
|
|
(1.5
|
)
|
|
(20.8
|
)
|
|||
Total
|
$
|
80.4
|
|
|
$
|
(0.4
|
)
|
|
$
|
80.0
|
|
(in millions of U.S. dollars)
|
|
||
Cash paid to sellers
|
$
|
20.7
|
|
Cash paid on behalf of sellers for sellers’ transaction expenses
|
0.8
|
|
|
Total consideration
|
$
|
21.5
|
|
(in millions of U.S. dollars)
|
Originally Reported
|
|
Measurement Period Adjustments
|
|
Acquired Value
|
||||||
Cash and cash equivalents
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
Accounts receivable
|
6.5
|
|
|
(0.1
|
)
|
|
6.4
|
|
|||
Inventory
|
2.3
|
|
|
(0.1
|
)
|
|
2.2
|
|
|||
Prepaid expenses and other current assets
|
1.2
|
|
|
1.0
|
|
|
2.2
|
|
|||
Property, plant and equipment
|
9.4
|
|
|
(0.5
|
)
|
|
8.9
|
|
|||
Goodwill
|
16.7
|
|
|
(2.5
|
)
|
|
14.2
|
|
|||
Intangible assets
|
13.3
|
|
|
(0.7
|
)
|
|
12.6
|
|
|||
Other assets
|
0.8
|
|
|
(0.7
|
)
|
|
0.1
|
|
|||
Short-term borrowings
|
(4.1
|
)
|
|
—
|
|
|
(4.1
|
)
|
|||
Current maturities of long-term debt
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||
Accounts payable and accrued liabilities
|
(5.2
|
)
|
|
(1.5
|
)
|
|
(6.7
|
)
|
|||
Long-term debt
|
(10.4
|
)
|
|
—
|
|
|
(10.4
|
)
|
|||
Deferred tax liabilities
|
(6.5
|
)
|
|
3.5
|
|
|
(3.0
|
)
|
|||
Other long-term liabilities
|
(2.5
|
)
|
|
1.6
|
|
|
(0.9
|
)
|
|||
Total
|
$
|
21.5
|
|
|
$
|
—
|
|
|
$
|
21.5
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||
Numerator (in millions of U.S. dollars):
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Cott Corporation
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
4.4
|
|
|
$
|
12.2
|
|
|
$
|
(15.3
|
)
|
|
$
|
16.8
|
|
Discontinued operations
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
355.4
|
|
||||
Net income (loss)
|
4.4
|
|
|
10.8
|
|
|
(15.3
|
)
|
|
372.2
|
|
||||
Basic Earnings Per Share
|
|
|
|
|
|
|
|
||||||||
Denominator (in thousands):
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding - basic
|
135,569
|
|
|
139,768
|
|
|
135,758
|
|
|
139,860
|
|
||||
Basic Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
0.03
|
|
|
0.09
|
|
|
(0.11
|
)
|
|
0.12
|
|
||||
Discontinued operations
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
2.54
|
|
||||
Net income (loss)
|
0.03
|
|
|
0.08
|
|
|
(0.11
|
)
|
|
2.66
|
|
||||
Diluted Earnings Per Share
|
|
|
|
|
|
|
|
||||||||
Denominator (in thousands):
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding - basic
|
135,569
|
|
|
139,768
|
|
|
135,758
|
|
|
139,860
|
|
||||
Dilutive effect of Stock Options
|
919
|
|
|
1,058
|
|
|
—
|
|
|
1,277
|
|
||||
Dilutive effect of Performance-based RSUs
|
618
|
|
|
626
|
|
|
—
|
|
|
760
|
|
||||
Dilutive effect of Time-based RSUs
|
200
|
|
|
209
|
|
|
—
|
|
|
223
|
|
||||
Weighted average common shares outstanding - diluted
|
137,306
|
|
|
141,661
|
|
|
135,758
|
|
|
142,120
|
|
||||
Diluted Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
0.03
|
|
|
0.09
|
|
|
(0.11
|
)
|
|
0.12
|
|
||||
Discontinued operations
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
2.50
|
|
||||
Net income (loss)
|
0.03
|
|
|
0.08
|
|
|
(0.11
|
)
|
|
2.62
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||
(in thousands)
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||
Stock Options
|
2,164
|
|
|
653
|
|
|
5,435
|
|
|
1,143
|
|
Performance-based RSUs 1
|
568
|
|
|
766
|
|
|
1,254
|
|
|
766
|
|
Time-based RSUs
|
2
|
|
|
—
|
|
|
365
|
|
|
—
|
|
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 29, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue, net 1
|
$
|
455.6
|
|
|
$
|
150.0
|
|
|
$
|
—
|
|
|
$
|
(1.5
|
)
|
|
$
|
604.1
|
|
Depreciation and amortization
|
42.9
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|
48.9
|
|
|||||
Operating income (loss)
|
29.4
|
|
|
3.1
|
|
|
(7.9
|
)
|
|
—
|
|
|
24.6
|
|
|||||
Additions to property, plant and equipment
|
24.2
|
|
|
3.5
|
|
|
0.1
|
|
|
—
|
|
|
27.8
|
|
|||||
For the Six Months Ended June 29, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue, net 1
|
$
|
876.1
|
|
|
$
|
298.0
|
|
|
$
|
7.2
|
|
|
$
|
(3.1
|
)
|
|
$
|
1,178.2
|
|
Depreciation and amortization
|
82.5
|
|
|
11.5
|
|
|
0.1
|
|
|
—
|
|
|
94.1
|
|
|||||
Operating income (loss)
|
43.4
|
|
|
6.5
|
|
|
(21.2
|
)
|
|
—
|
|
|
28.7
|
|
|||||
Additions to property, plant and equipment
|
46.1
|
|
|
5.3
|
|
|
0.2
|
|
|
—
|
|
|
51.6
|
|
|||||
As of June 29, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets 2
|
$
|
2,787.2
|
|
|
$
|
507.2
|
|
|
$
|
38.1
|
|
|
$
|
—
|
|
|
$
|
3,332.5
|
|
1
|
Intersegment revenue between the Coffee, Tea and Extract Solutions and the Route Based Services reporting segments was $1.5 million and $3.1 million for the three and six months ended June 29, 2019, respectively.
|
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 June 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue, net 1
|
$
|
437.7
|
|
|
$
|
145.5
|
|
|
$
|
21.9
|
|
|
$
|
(1.5
|
)
|
|
$
|
603.6
|
|
Depreciation and amortization
|
42.9
|
|
|
5.7
|
|
|
0.1
|
|
|
—
|
|
|
48.7
|
|
|||||
Operating income (loss)
|
28.1
|
|
|
3.2
|
|
|
(10.6
|
)
|
|
—
|
|
|
20.7
|
|
|||||
Additions to property, plant and equipment
|
26.2
|
|
|
2.5
|
|
|
0.2
|
|
|
—
|
|
|
28.9
|
|
|||||
For the Six Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue, net 1
|
$
|
835.8
|
|
|
$
|
291.6
|
|
|
$
|
39.6
|
|
|
$
|
(2.6
|
)
|
|
$
|
1,164.4
|
|
Depreciation and amortization
|
84.3
|
|
|
11.4
|
|
|
0.4
|
|
|
—
|
|
|
96.1
|
|
|||||
Operating income (loss)
|
42.1
|
|
|
7.3
|
|
|
(22.6
|
)
|
|
—
|
|
|
26.8
|
|
|||||
Additions to property, plant and equipment
|
53.3
|
|
|
4.6
|
|
|
0.8
|
|
|
—
|
|
|
58.7
|
|
|||||
As of December 29, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets 2
|
$
|
2,579.0
|
|
|
$
|
464.8
|
|
|
$
|
131.7
|
|
|
$
|
—
|
|
|
$
|
3,175.5
|
|
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.
|
|
For the Three Months Ended June 29, 2019
|
||||||||||||||||||
(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
|
$
|
290.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
290.6
|
|
Coffee and tea services
|
46.9
|
|
|
120.6
|
|
|
—
|
|
|
(1.5
|
)
|
|
166.0
|
|
|||||
Retail
|
75.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75.8
|
|
|||||
Other
|
42.3
|
|
|
29.4
|
|
|
—
|
|
|
—
|
|
|
71.7
|
|
|||||
Total
|
$
|
455.6
|
|
|
$
|
150.0
|
|
|
$
|
—
|
|
|
$
|
(1.5
|
)
|
|
$
|
604.1
|
|
|
For the Six Months Ended June 29, 2019
|
||||||||||||||||||
(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
|
$
|
549.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
549.2
|
|
Coffee and tea services
|
95.5
|
|
|
240.8
|
|
|
—
|
|
|
(3.1
|
)
|
|
333.2
|
|
|||||
Retail
|
146.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146.7
|
|
|||||
Other
|
84.7
|
|
|
57.2
|
|
|
7.2
|
|
|
—
|
|
|
149.1
|
|
|||||
Total
|
$
|
876.1
|
|
|
$
|
298.0
|
|
|
$
|
7.2
|
|
|
$
|
(3.1
|
)
|
|
$
|
1,178.2
|
|
|
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 1
|
$
|
278.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
278.8
|
|
Coffee and tea services
|
49.0
|
|
|
118.8
|
|
|
—
|
|
|
(1.5
|
)
|
|
166.3
|
|
|||||
Retail 1
|
74.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74.0
|
|
|||||
Other 1
|
35.9
|
|
|
26.7
|
|
|
21.9
|
|
|
—
|
|
|
84.5
|
|
|||||
Total
|
$
|
437.7
|
|
|
$
|
145.5
|
|
|
$
|
21.9
|
|
|
$
|
(1.5
|
)
|
|
$
|
603.6
|
|
1
|
Revenues by channel of our Route Based Services reporting segment for the three months ended June 30, 2018 were revised to reclassify $19.3 million of revenues from the other channel to the home and office bottled water delivery channel as these activities are associated with the home and office bottled water delivery channel. In addition, we reclassified $3.9 million out of the retail channel and into the other channel in order to better align the activities of a recent acquisition with those of our U.S. route based services business.
|
|
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 1
|
$
|
524.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
524.3
|
|
Coffee and tea services
|
96.0
|
|
|
236.0
|
|
|
—
|
|
|
(2.5
|
)
|
|
329.5
|
|
|||||
Retail 1
|
140.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140.6
|
|
|||||
Other 1
|
74.9
|
|
|
55.6
|
|
|
39.6
|
|
|
(0.1
|
)
|
|
170.0
|
|
|||||
Total
|
$
|
835.8
|
|
|
$
|
291.6
|
|
|
$
|
39.6
|
|
|
$
|
(2.6
|
)
|
|
$
|
1,164.4
|
|
1
|
Revenues by channel of our Route Based Services reporting segment for the six months ended June 30, 2018 were revised to reclassify $35.9 million of revenues from the other channel to the home and office bottled water delivery channel as these activities are associated with the home and office bottled water delivery channel. In addition, we reclassified $7.4 million out of the retail channel and into the other channel in order to better align the activities of a recent acquisition with those of our U.S. route based services business.
|
(in millions of U.S. dollars)
|
June 29, 2019
|
|
December 29, 2018
|
||||
Raw materials
|
$
|
69.1
|
|
|
$
|
68.5
|
|
Finished goods
|
36.9
|
|
|
36.3
|
|
||
Resale items
|
21.1
|
|
|
21.5
|
|
||
Other
|
3.0
|
|
|
3.3
|
|
||
Total
|
$
|
130.1
|
|
|
$
|
129.6
|
|
|
June 29, 2019
|
|
December 29, 2018
|
||||||||||||||||||||
(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
|
|
Trademarks
|
287.4
|
|
|
—
|
|
|
287.4
|
|
|
282.3
|
|
|
—
|
|
|
282.3
|
|
||||||
Total intangible assets not subject to amortization
|
287.4
|
|
|
—
|
|
|
287.4
|
|
|
306.8
|
|
|
—
|
|
|
306.8
|
|
||||||
Subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
622.5
|
|
|
238.5
|
|
|
384.0
|
|
|
603.1
|
|
|
211.1
|
|
|
392.0
|
|
||||||
Patents
|
15.2
|
|
|
3.3
|
|
|
11.9
|
|
|
15.2
|
|
|
2.5
|
|
|
12.7
|
|
||||||
Software
|
43.6
|
|
|
23.3
|
|
|
20.3
|
|
|
38.0
|
|
|
20.5
|
|
|
17.5
|
|
||||||
Other
|
17.1
|
|
|
7.3
|
|
|
9.8
|
|
|
16.6
|
|
|
6.4
|
|
|
10.2
|
|
||||||
Total intangible assets subject to amortization
|
698.4
|
|
|
272.4
|
|
|
426.0
|
|
|
672.9
|
|
|
240.5
|
|
|
432.4
|
|
||||||
Total intangible assets
|
$
|
985.8
|
|
|
$
|
272.4
|
|
|
$
|
713.4
|
|
|
$
|
979.7
|
|
|
$
|
240.5
|
|
|
$
|
739.2
|
|
(in millions of U.S. dollars)
|
|
||
Remainder of 2019
|
$
|
33.9
|
|
2020
|
62.8
|
|
|
2021
|
54.5
|
|
|
2022
|
44.9
|
|
|
2023
|
36.6
|
|
|
Thereafter
|
193.3
|
|
|
Total
|
$
|
426.0
|
|
(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 30, 2017
|
$
|
(1.4
|
)
|
|
$
|
(16.8
|
)
|
|
$
|
(76.2
|
)
|
|
$
|
(94.4
|
)
|
OCI before reclassifications
|
(4.7
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
(5.8
|
)
|
||||
Amounts reclassified from AOCI
|
0.9
|
|
|
16.9
|
|
|
9.4
|
|
|
27.2
|
|
||||
Net current-period OCI
|
(3.8
|
)
|
|
16.9
|
|
|
8.3
|
|
|
21.4
|
|
||||
Ending balance March 31, 2018
|
$
|
(5.2
|
)
|
|
$
|
0.1
|
|
|
$
|
(67.9
|
)
|
|
$
|
(73.0
|
)
|
OCI before reclassifications
|
(1.0
|
)
|
|
—
|
|
|
(17.0
|
)
|
|
(18.0
|
)
|
||||
Amounts reclassified from AOCI
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||
Net current-period OCI
|
(0.5
|
)
|
|
—
|
|
|
(17.0
|
)
|
|
(17.5
|
)
|
||||
Ending balance June 30, 2018
|
$
|
(5.7
|
)
|
|
$
|
0.1
|
|
|
$
|
(84.9
|
)
|
|
$
|
(90.5
|
)
|
Beginning balance December 29, 2018
|
$
|
(9.7
|
)
|
|
$
|
0.3
|
|
|
$
|
(92.3
|
)
|
|
$
|
(101.7
|
)
|
OCI before reclassifications
|
(8.1
|
)
|
|
—
|
|
|
10.6
|
|
|
2.5
|
|
||||
Amounts reclassified from AOCI
|
2.6
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
||||
Net current-period OCI
|
(5.5
|
)
|
|
—
|
|
|
10.6
|
|
|
5.1
|
|
||||
Ending balance March 30, 2019
|
$
|
(15.2
|
)
|
|
$
|
0.3
|
|
|
$
|
(81.7
|
)
|
|
$
|
(96.6
|
)
|
OCI before reclassifications
|
10.8
|
|
|
—
|
|
|
(3.5
|
)
|
|
7.3
|
|
||||
Amounts reclassified from AOCI
|
1.7
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
||||
Net current-period OCI
|
12.5
|
|
|
—
|
|
|
(3.5
|
)
|
|
9.0
|
|
||||
Ending balance June 29, 2019
|
$
|
(2.7
|
)
|
|
$
|
0.3
|
|
|
$
|
(85.2
|
)
|
|
$
|
(87.6
|
)
|
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 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
|
|||||||||
Gains and losses on derivative instruments
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency and commodity hedges
|
$
|
(1.7
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
(1.4
|
)
|
|
Cost of sales
|
|
(1.7
|
)
|
|
(0.5
|
)
|
|
(4.3
|
)
|
|
(1.4
|
)
|
|
Total before taxes
|
||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Tax expense or (benefit)
|
||||
|
$
|
(1.7
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
(1.4
|
)
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Cost of sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.9
|
)
|
|
Total before taxes
|
||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Tax expense or (benefit)
|
||||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(16.9
|
)
|
|
Net of tax
|
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.4
|
)
|
|
Gain on sale of discontinued operations
|
||||
Total reclassifications for the period
|
$
|
(1.7
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
(27.7
|
)
|
|
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.
|
(in millions of U.S. dollars)
|
June 29, 2019
|
|
December 29, 2018
|
||||||||||||
Derivative Contract
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Coffee futures1
|
$
|
2.9
|
|
|
$
|
(0.7
|
)
|
|
$
|
—
|
|
|
$
|
(10.9
|
)
|
1
|
The fair value of the coffee futures excludes amounts in the related margin accounts. We are required to maintain margin accounts in accordance with futures market and broker regulations. As of June 29, 2019 and December 29, 2018, the aggregate margin account balances were $12.7 million and $12.9 million, respectively, and are included in cash and cash equivalents on the Consolidated Balance Sheets.
|
(in millions of U.S. dollars)
|
June 29, 2019
|
|
December 29, 2018
|
||||
Coffee futures assets
|
$
|
5.8
|
|
|
$
|
0.1
|
|
Coffee futures liabilities
|
(3.6
|
)
|
|
(11.0
|
)
|
||
Net asset (liability)
|
$
|
2.2
|
|
|
$
|
(10.9
|
)
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||
(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
|
$
|
291.0
|
|
|
$
|
302.2
|
|
|
$
|
582.2
|
|
|
$
|
589.5
|
|
Loss on cash flow hedging relationship
|
|
|
|
|
|
|
|
|
|
|
|
||||
Coffee futures:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss reclassified from AOCI into expense
|
$
|
1.7
|
|
|
$
|
0.5
|
|
|
$
|
4.3
|
|
|
$
|
1.4
|
|
•
|
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 29, 2019
|
|
December 29, 2018
|
||||||||||||
(in millions of U.S. dollars)
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
5.500% senior notes due in 2024 1, 2
|
504.9
|
|
|
526.4
|
|
|
505.9
|
|
|
521.7
|
|
||||
5.500% senior notes due in 2025 1, 2
|
741.3
|
|
|
755.2
|
|
|
740.2
|
|
|
695.8
|
|
||||
Total
|
$
|
1,246.2
|
|
|
$
|
1,281.6
|
|
|
$
|
1,246.1
|
|
|
$
|
1,217.5
|
|
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
|
Carrying value of our significant outstanding debt is net of unamortized debt issuance costs as of June 29, 2019 and December 29, 2018.
|
•
|
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 sale of our North America, United Kingdom and Mexico business units (including the Canadian business) and our RCI finished goods export business;
|
•
|
our ability to realize the revenue and cost synergies of our acquisitions because of integration difficulties and other challenges;
|
•
|
our exposure to intangible asset risk;
|
•
|
currency fluctuations that adversely affect the exchange between the U.S. dollar and the British pound sterling, the exchange between 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 acquisitions;
|
•
|
the impact of global financial events on our financial results from uncertainty in the financial markets and other adverse changes in general economic conditions;
|
•
|
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;
|
•
|
the impact of the 2017 Tax Cuts and Jobs Act on our tax obligations and effective tax rate; or
|
•
|
credit rating changes.
|
•
|
Net revenue increased $13.8 million, or 1.2%, from the prior year period due primarily to the addition of revenues from the Mountain Valley and Crystal Rock businesses, pricing initiatives and growth within our home and office water delivery operations, as well as growth in other product sales in our Route Based Services reporting segment, growth in coffee volumes, change in customer mix and growth in liquid coffee and extracts in our Coffee, Tea and Extract Solutions reporting segment, partially offset by the impact of unfavorable foreign exchange rates in our Route Based Services reporting segment, lower green coffee commodity prices and a decrease in other product sales in our Coffee, Tea and Extract Solutions reporting segment, as well as a decrease in revenues contributed by our Cott Beverages LLC business that was sold during the first quarter of 2019;
|
•
|
Gross profit increased to $596.0 million from $574.9 million in the prior year period due primarily to the addition of the Mountain Valley and Crystal Rock businesses, pricing initiatives and growth within our home and office water delivery operations, as well as growth in other product sales in our Route Based Services reporting segment, growth in coffee volumes, change in customer mix and growth in liquid coffee and extracts in our Coffee, Tea and Extract Solutions reporting segment, partially offset by the unfavorable impact of foreign exchange rates in our Route Based Services reporting segment, as well as a decrease in gross profit contributed by our Cott Beverages LLC business that was sold during the first quarter of 2019. Gross profit as a percentage of net revenue was 50.6% compared to 49.4% in the prior year period;
|
•
|
Selling, general and administrative (“SG&A”) expenses increased to $556.3 million from $536.3 million in the prior year period due primarily to the addition of the Mountain Valley and Crystal Rock businesses and increased general inflation costs in our Route Based Services reporting segment, as well as an increase in selling and operating costs in our Coffee, Tea and Extract Solutions reporting segment, partially offset by less SG&A expenses incurred by our Cott Beverages LLC business that was sold during the first quarter of 2019 and a decrease in professional fees and administrative costs in the All Other category, as well as the favorable impact of foreign exchange rates within our Route Based Services reporting segment. SG&A expenses as a percentage of net revenue was 47.2% compared to 46.1% in the prior year period;
|
•
|
Other expense, net was $3.1 million compared to other income, net of $32.4 million in the prior year period due primarily to the loss recognized on the sale of our Cott Beverages LLC business and a decrease of net gains on foreign currency transactions in the first half of 2019, partially offset by gains recognized on the redemption of the 10.000% senior secured notes due 2021 (the “DSS Notes”) and the sale of our PolyCycle Solutions ("PCS") business, mark to market gains on warrant securities, and income recognized from favorable legal settlements in the prior year period;
|
•
|
Income tax expense was $2.5 million on pre-tax loss from continuing operations of $12.8 million compared to income tax expense of $3.0 million on pre-tax income from continuing operations of $19.8 million in the prior year period due primarily to increased losses incurred in jurisdictions for which no tax benefit is recognized;
|
•
|
Adjusted EBITDA increased to $146.9 million compared to $145.4 million in the prior year period due to the items listed above;
|
•
|
Cash flows provided by operating activities from continuing operations was $35.1 million compared to $67.9 million in the prior year period. The $32.8 million decrease was due primarily to the decrease in net income (loss) from continuing operations and the change in working capital balances relative to the prior year period.
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||||||||||
(in millions of U.S. dollars)
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||
Revenue, net
|
604.1
|
|
|
100.0
|
|
|
603.6
|
|
|
100.0
|
|
|
1,178.2
|
|
|
100.0
|
|
|
1,164.4
|
|
|
100.0
|
|
Cost of sales
|
291.0
|
|
|
48.2
|
|
|
302.2
|
|
|
50.1
|
|
|
582.2
|
|
|
49.4
|
|
|
589.5
|
|
|
50.6
|
|
Gross profit
|
313.1
|
|
|
51.8
|
|
|
301.4
|
|
|
49.9
|
|
|
596.0
|
|
|
50.6
|
|
|
574.9
|
|
|
49.4
|
|
Selling, general and administrative expenses
|
284.2
|
|
|
47.0
|
|
|
275.2
|
|
|
45.6
|
|
|
556.3
|
|
|
47.2
|
|
|
536.3
|
|
|
46.1
|
|
Loss on disposal of property, plant and equipment, net
|
1.6
|
|
|
0.3
|
|
|
1.3
|
|
|
0.2
|
|
|
3.5
|
|
|
0.3
|
|
|
2.6
|
|
|
0.2
|
|
Acquisition and integration expenses
|
2.7
|
|
|
0.4
|
|
|
4.2
|
|
|
0.7
|
|
|
7.5
|
|
|
0.6
|
|
|
9.2
|
|
|
0.8
|
|
Operating income
|
24.6
|
|
|
4.1
|
|
|
20.7
|
|
|
3.4
|
|
|
28.7
|
|
|
2.4
|
|
|
26.8
|
|
|
2.3
|
|
Other (income) expense, net
|
(2.4
|
)
|
|
(0.4
|
)
|
|
(12.2
|
)
|
|
(2.0
|
)
|
|
3.1
|
|
|
0.3
|
|
|
(32.4
|
)
|
|
(2.8
|
)
|
Interest expense, net
|
19.1
|
|
|
3.2
|
|
|
18.6
|
|
|
3.1
|
|
|
38.4
|
|
|
3.3
|
|
|
39.4
|
|
|
3.4
|
|
Income (loss) from continuing operations before income taxes
|
7.9
|
|
|
1.3
|
|
|
14.3
|
|
|
2.4
|
|
|
(12.8
|
)
|
|
(1.1
|
)
|
|
19.8
|
|
|
1.7
|
|
Income tax expense
|
3.5
|
|
|
0.6
|
|
|
2.1
|
|
|
0.3
|
|
|
2.5
|
|
|
0.2
|
|
|
3.0
|
|
|
0.3
|
|
Net income (loss) from continuing operations
|
4.4
|
|
|
0.7
|
|
|
12.2
|
|
|
2.0
|
|
|
(15.3
|
)
|
|
(1.3
|
)
|
|
16.8
|
|
|
1.4
|
|
Net (loss) income from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
356.0
|
|
|
30.6
|
|
Net income (loss)
|
4.4
|
|
|
0.7
|
|
|
10.8
|
|
|
1.8
|
|
|
(15.3
|
)
|
|
(1.3
|
)
|
|
372.8
|
|
|
32.0
|
|
Less: Net income attributable to non-controlling interests - discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.1
|
|
Net income (loss) attributable to Cott Corporation
|
4.4
|
|
|
0.7
|
|
|
10.8
|
|
|
1.8
|
|
|
(15.3
|
)
|
|
(1.3
|
)
|
|
372.2
|
|
|
32.0
|
|
Depreciation & amortization
|
48.9
|
|
|
8.1
|
|
|
48.7
|
|
|
8.1
|
|
|
94.1
|
|
|
8.0
|
|
|
96.1
|
|
|
8.3
|
|
|
For the Three Months Ended June 29, 2019
|
||||||||||||||||||
(in millions of U.S. dollars, except percentage amounts)
|
Route
Based Services |
|
Coffee, Tea
and Extract Solutions |
|
All
Other |
|
Eliminations
|
|
Total
|
||||||||||
Change in revenue
|
$
|
17.9
|
|
|
$
|
4.5
|
|
|
$
|
(21.9
|
)
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Impact of foreign exchange 1
|
6.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|||||
Change excluding foreign exchange
|
$
|
24.1
|
|
|
$
|
4.5
|
|
|
$
|
(21.9
|
)
|
|
$
|
—
|
|
|
$
|
6.7
|
|
Percentage change in revenue
|
4.1
|
%
|
|
3.1
|
%
|
|
(100.0
|
)%
|
|
—
|
%
|
|
0.1
|
%
|
|||||
Percentage change in revenue excluding foreign exchange
|
5.5
|
%
|
|
3.1
|
%
|
|
(100.0
|
)%
|
|
—
|
%
|
|
1.1
|
%
|
|
For the Six Months Ended June 29, 2019
|
||||||||||||||||||
(in millions of U.S. dollars, except percentage amounts)
|
Route
Based
Services
|
|
Coffee, Tea
and Extract
Solutions
|
|
All
Other
|
|
Eliminations
|
|
Total
|
||||||||||
Change in revenue
|
$
|
40.3
|
|
|
$
|
6.4
|
|
|
$
|
(32.4
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
13.8
|
|
Impact of foreign exchange 1
|
18.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.1
|
|
|||||
Change excluding foreign exchange
|
$
|
58.4
|
|
|
$
|
6.4
|
|
|
$
|
(32.4
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
31.9
|
|
Percentage change in revenue
|
4.8
|
%
|
|
2.2
|
%
|
|
(81.8
|
)%
|
|
19.2
|
%
|
|
1.2
|
%
|
|||||
Percentage change in revenue excluding foreign exchange
|
7.0
|
%
|
|
2.2
|
%
|
|
(81.8
|
)%
|
|
19.2
|
%
|
|
2.7
|
%
|
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.
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
(in millions of U.S. dollars)
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||
Revenue, net
|
|
|
|
|
|
|
|
||||||||
Route Based Services
|
$
|
455.6
|
|
|
$
|
437.7
|
|
|
$
|
876.1
|
|
|
$
|
835.8
|
|
Coffee, Tea and Extract Solutions
|
150.0
|
|
|
145.5
|
|
|
298.0
|
|
|
291.6
|
|
||||
All Other
|
—
|
|
|
21.9
|
|
|
7.2
|
|
|
39.6
|
|
||||
Eliminations
|
(1.5
|
)
|
|
(1.5
|
)
|
|
(3.1
|
)
|
|
(2.6
|
)
|
||||
Total
|
$
|
604.1
|
|
|
$
|
603.6
|
|
|
$
|
1,178.2
|
|
|
$
|
1,164.4
|
|
Gross profit
|
|
|
|
|
|
|
|
||||||||
Route Based Services
|
$
|
271.6
|
|
|
$
|
261.2
|
|
|
$
|
514.4
|
|
|
$
|
493.7
|
|
Coffee, Tea and Extract Solutions
|
41.5
|
|
|
37.4
|
|
|
81.3
|
|
|
76.1
|
|
||||
All Other
|
—
|
|
|
2.8
|
|
|
0.3
|
|
|
5.1
|
|
||||
Total
|
$
|
313.1
|
|
|
$
|
301.4
|
|
|
$
|
596.0
|
|
|
$
|
574.9
|
|
Operating income (loss)
|
|
|
|
|
|
|
|
||||||||
Route Based Services
|
$
|
29.4
|
|
|
$
|
28.1
|
|
|
$
|
43.4
|
|
|
$
|
42.1
|
|
Coffee, Tea and Extract Solutions
|
3.1
|
|
|
3.2
|
|
|
6.5
|
|
|
7.3
|
|
||||
All Other
|
(7.9
|
)
|
|
(10.6
|
)
|
|
(21.2
|
)
|
|
(22.6
|
)
|
||||
Total
|
$
|
24.6
|
|
|
$
|
20.7
|
|
|
$
|
28.7
|
|
|
$
|
26.8
|
|
|
For the Three Months Ended June 29, 2019
|
||||||||||||||||||
(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
|
$
|
290.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
290.6
|
|
Coffee and tea services
|
46.9
|
|
|
120.6
|
|
|
—
|
|
|
(1.5
|
)
|
|
166.0
|
|
|||||
Retail
|
75.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75.8
|
|
|||||
Other
|
42.3
|
|
|
29.4
|
|
|
—
|
|
|
—
|
|
|
71.7
|
|
|||||
Total
|
$
|
455.6
|
|
|
$
|
150.0
|
|
|
$
|
—
|
|
|
$
|
(1.5
|
)
|
|
$
|
604.1
|
|
|
For the Six Months Ended June 29, 2019
|
||||||||||||||||||
(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
|
$
|
549.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
549.2
|
|
Coffee and tea services
|
95.5
|
|
|
240.8
|
|
|
—
|
|
|
(3.1
|
)
|
|
333.2
|
|
|||||
Retail
|
146.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146.7
|
|
|||||
Other
|
84.7
|
|
|
57.2
|
|
|
7.2
|
|
|
—
|
|
|
149.1
|
|
|||||
Total
|
$
|
876.1
|
|
|
$
|
298.0
|
|
|
$
|
7.2
|
|
|
$
|
(3.1
|
)
|
|
$
|
1,178.2
|
|
|
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 1
|
$
|
278.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
278.8
|
|
Coffee and tea services
|
49.0
|
|
|
118.8
|
|
|
—
|
|
|
(1.5
|
)
|
|
166.3
|
|
|||||
Retail 1
|
74.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74.0
|
|
|||||
Other 1
|
35.9
|
|
|
26.7
|
|
|
21.9
|
|
|
—
|
|
|
84.5
|
|
|||||
Total
|
$
|
437.7
|
|
|
$
|
145.5
|
|
|
$
|
21.9
|
|
|
$
|
(1.5
|
)
|
|
$
|
603.6
|
|
1
|
Revenues by channel of our Route Based Services reporting segment for the three months ended June 30, 2018 were revised to reclassify $19.3 million of revenues from the other channel to the home and office bottled water delivery channel as these activities are associated with the home and office bottled water delivery channel. In addition, we reclassified $3.9 million out of the retail channel and into the other channel in order to better align the activities of a recent acquisition with those of our U.S. route based services business.
|
|
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 1
|
$
|
524.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
524.3
|
|
Coffee and tea services
|
96.0
|
|
|
236.0
|
|
|
—
|
|
|
(2.5
|
)
|
|
329.5
|
|
|||||
Retail 1
|
140.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140.6
|
|
|||||
Other 1
|
74.9
|
|
|
55.6
|
|
|
39.6
|
|
|
(0.1
|
)
|
|
170.0
|
|
|||||
Total
|
$
|
835.8
|
|
|
$
|
291.6
|
|
|
$
|
39.6
|
|
|
$
|
(2.6
|
)
|
|
$
|
1,164.4
|
|
1
|
Revenues by channel of our Route Based Services reporting segment for the six months ended June 30, 2018 were revised to reclassify $35.9 million of revenues from the other channel to the home and office bottled water delivery channel as these activities are associated with the home and office bottled water delivery channel. In addition, we reclassified $7.4 million out of the retail channel and into the other channel in order to better align the activities of a recent acquisition with those of our U.S. route based services business.
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
(in millions of U.S. dollars)
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||
Net income (loss) from continuing operations
|
$
|
4.4
|
|
|
$
|
12.2
|
|
|
$
|
(15.3
|
)
|
|
$
|
16.8
|
|
Interest expense, net
|
19.1
|
|
|
18.6
|
|
|
38.4
|
|
|
39.4
|
|
||||
Income tax expense
|
3.5
|
|
|
2.1
|
|
|
2.5
|
|
|
3.0
|
|
||||
Depreciation and amortization
|
48.9
|
|
|
48.7
|
|
|
94.1
|
|
|
96.1
|
|
||||
EBITDA
|
$
|
75.9
|
|
|
$
|
81.6
|
|
|
$
|
119.7
|
|
|
$
|
155.3
|
|
Acquisition and integration costs 1
|
2.7
|
|
|
4.2
|
|
|
7.5
|
|
|
9.2
|
|
||||
Share-based compensation costs
|
3.1
|
|
|
3.6
|
|
|
6.4
|
|
|
6.0
|
|
||||
Commodity hedging loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Foreign exchange and other (gains) losses, net
|
(0.7
|
)
|
|
(3.0
|
)
|
|
0.3
|
|
|
(11.2
|
)
|
||||
Loss on disposal of property, plant and equipment, net
|
1.6
|
|
|
1.3
|
|
|
3.5
|
|
|
2.6
|
|
||||
Gain on extinguishment of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
||||
Loss (gain) on sale of business
|
0.6
|
|
|
(6.0
|
)
|
|
6.0
|
|
|
(6.0
|
)
|
||||
Cott Beverages LLC 2
|
—
|
|
|
(1.4
|
)
|
|
0.4
|
|
|
(1.9
|
)
|
||||
Other adjustments, net
|
0.8
|
|
|
1.1
|
|
|
3.1
|
|
|
(1.8
|
)
|
||||
Adjusted EBITDA
|
$
|
84.0
|
|
|
$
|
81.4
|
|
|
$
|
146.9
|
|
|
$
|
145.4
|
|
1
|
Includes $0.2 million and $0.4 million for the three and six months ended June 29, 2019, and $0.8 million and $1.8 million for the three and six months ended June 30, 2018, respectively, of share-based compensation costs related to awards granted in connection with the acquisition of our S&D and Eden businesses.
|
2
|
Impact on our operations related to the Cott Beverages LLC business, which was sold on February 8, 2019.
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
(in millions of U.S. dollars)
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||
Net cash provided by operating activities from continuing operations
|
$
|
11.5
|
|
|
$
|
35.0
|
|
|
$
|
35.1
|
|
|
$
|
67.9
|
|
Net cash used in investing activities from continuing operations
|
(50.3
|
)
|
|
(55.8
|
)
|
|
(45.4
|
)
|
|
(113.5
|
)
|
||||
Net cash provided by (used in) financing activities from continuing operations
|
1.4
|
|
|
(22.1
|
)
|
|
(45.3
|
)
|
|
(312.3
|
)
|
||||
Cash flows from discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Net cash used in operating activities from discontinued operations
|
(3.2
|
)
|
|
(3.3
|
)
|
|
(3.2
|
)
|
|
(88.0
|
)
|
||||
Net cash provided by investing activities from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
1,228.6
|
|
||||
Net cash used in financing activities from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(769.7
|
)
|
||||
Effect of exchange rate changes on cash
|
0.1
|
|
|
(3.7
|
)
|
|
1.4
|
|
|
(8.5
|
)
|
||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(40.5
|
)
|
|
(49.9
|
)
|
|
(57.4
|
)
|
|
4.5
|
|
||||
Cash and cash equivalents and restricted cash, beginning of period
|
153.9
|
|
|
212.3
|
|
|
170.8
|
|
|
157.9
|
|
||||
Cash and cash equivalents and restricted cash from continuing operations, end of period
|
$
|
113.4
|
|
|
$
|
162.4
|
|
|
$
|
113.4
|
|
|
$
|
162.4
|
|
|
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, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
20,001,105
|
|
May 1 - May 31, 2019
|
1,436,789
|
|
|
$
|
13.92
|
|
|
1,436,789
|
|
|
$
|
1,405
|
|
June 1 - June 29, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Total
|
1,436,789
|
|
|
|
|
1,436,789
|
|
|
|
|
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, 2019
|
3,252
|
|
|
$
|
14.78
|
|
|
N/A
|
|
N/A
|
May 1 - May 31, 2019
|
580
|
|
|
$
|
13.63
|
|
|
N/A
|
|
N/A
|
June 1 - June 29, 2019
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
Total
|
3,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed or Furnished Herewith
|
|||
Exhibit No.
|
Description of Exhibit
|
|
Form
|
Exhibit
|
Filing Date
|
File No.
|
|
|
3.1
|
|
10-K
|
3.1
|
2/27/2019
|
001-31410
|
|
|
|
3.2
|
|
8-A
|
3.2
|
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 29, 2019, filed August 8, 2019, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, (vi) Notes to the Consolidated Financial Statements.
|
|
|
|
|
|
|
*
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
|
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
COTT CORPORATION
|
|
(Registrant)
|
|
|
Date: August 8, 2019
|
/s/ Jay Wells
|
|
Jay Wells
|
|
Chief Financial and Administrative Officer
|
|
(On behalf of the Company)
|
|
|
Date: August 8, 2019
|
/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/ Thomas J. Harrington
|
Thomas J. Harrington
|
Chief Executive Officer
|
Dated: August 8, 2019
|
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 and Administrative Officer
|
Dated: August 8, 2019
|
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/ Thomas J. Harrington
|
Thomas J. Harrington
|
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 and Administrative Officer
|